September 23, 2020
Bed Bath & Beyond identified the first 63 stores it will close by year-end as part of its restructuring plan announced in July, under which it would close roughly 200 stores over the next two years. The Company operates 1,478 stores under various brands, including 955 under the Bed Bath & Beyond banner. Click here to request the list of closings.
In the Century 21 Department Stores bankruptcy case, the Court granted interim authorization for the Debtors to commence GOB sales at all 13 stores. Store-closing sales will conclude by November 30. The U.S. Trustee appointed the Official Committee of Unsecured Creditors, whose members include: Local 888 Pension Fund, United Food & Commercial Workers Local 888, The CIT Group/Commercial Services, PVH Corp., Adidas America, Albee Development, and Mr. Michael Tannenbaum. Click here to request a full list of store closures.
In the J.C. Penney bankruptcy case, the Debtors submitted a list of successful bidders (click here to request the list) they selected for certain unexpired leases. This follows the cancellation of an auction for the leases because the Debtors did not receive qualified bids for many of the leases. Most of the successful bidders on the list are the lease counterparties, who were deemed to be qualified bidders. The prices that appear on the list are credit bids, unless otherwise stated. A sale hearing is scheduled for September 28.
On September 21, Sizzler USA, Inc. filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District in California under case #20-30748. The Company said the restructuring process will give it time to “renegotiate leases with landlords in order to effectively operate its 14 Company-owned restaurants.” Sizzler intends to keep all locations open throughout the process of renegotiating leases, which will be completed within about 120 days. The Company’s 93 franchise locations are not part of the filing. Currently, 41 restaurants are open for dine-in with limited capacity. A majority of Sizzler’s restaurants are in California, where indoor dining has been restricted; 38 restaurants are offering outdoor dining in California. The Company said 23 restaurants remain temporarily closed.
PJT Partners has reportedly been hired by the bank lenders to Fitness International, LLC (LA Fitness) to assist in negotiations to ease the Company’s $1.70 billion debt load. The Company is currently operating under a forbearance agreement that expires October 15. The Company has retained financial and legal advisors.
A number of fitness chains have already filed for bankruptcy this year, including 24 Hour Fitness, Gold’s Gym, and most recently Town Sports International. The fitness sector has been one of the hardest hit by the COVID-19 pandemic, with many states ordering prolonged closures, which forced chains to stop collecting monthly dues, eliminating their entire revenue base. While most locations have now reopened, operations continue to be impacted by capacity constraints and consumers canceling their gym memberships. LA Fitness is privately held, operates more than 700 gyms across the country (40% in California, Arizona, Texas and Florida).
LA Fitness had attempted to mitigate its cash burn by scaling back nonessential capital expenditures, reducing fixed costs by furloughing and laying off employees, and working with landlords for temporary rent relief. According to reports, LA Fitness’ general counsel commented that the Company, which has reopened 85% of its gyms, has a number of options available to raise capital, if needed. The Company may also be considering the U.S. government’s Main Street Lending Program as a source of financing.
J. Alexander’s provided an update on its operations in 3Q and its present liquidity. After recording 25.8% and 20% comp declines during July and August, respectively, the Company reported a better-than-expected 9.9% comp decline during the first three weeks of September. As a result, management now expects to be breakeven to modestly cash flow positive during 3Q, compared to its prior estimate of a $325,000 to $375,000 cash burn per week. Management also expects to generate positive cash flow of $400,000 to $450,000 per week in 4Q, with further improvement from a generally favorable cost of sales environment and the deferral of a planned store in Madison, AL until January 2021. This flip to positive cash flow generation is critical for J. Alexander’s, as its liquidity is fairly limited; as of September 14, the Company had $18.6 million in cash on hand.
At the end of the 2Q on June 28, the Company had $17.3 million in cash and no availability under its combined $21.0 million in revolving credit facilities. Earlier in June, the Company expanded the capacity of its main revolver by $15.0 million, but under the terms of the amendment, this added capacity would only be made available in $5.0 million increments in August, September, and October 2020.
Last week, Amazon opened its first Amazon Fresh supermarket to the general public after its late August debut to a select group of local customers. The Woodland Hills, CA store stands at 35,000 square feet and is designed for a “seamless shopping experience whether customers are shopping in-store or online.” It offers competitive pricing and a wide assortment of national and private labels, including those from Amazon and Whole Foods (365 label). However, unlike Whole Foods, the store does not emphasize organics (although it does carry organic foods), offers a wider array of products, and is more value oriented. Technology is deeply integrated in the concept, with shoppers able to find items, track purchases and expedite checkout through Amazon’s Dash Cart, a smart shopping cart. The Company plans to further expand the grocery concept with new locations already disclosed in Irvine, Northridge, and North Hollywood, CA. A not-yet-opened Amazon Fresh store in Naperville, IL is filling delivery orders, and two more Chicago-area locations in Oak Lawn and Schaumburg are planned. Amazon also acquired two Fairway Market store leases in Paramus and Woodland Park, NJ in March but has not disclosed plans for the locations. Click here to request a list of future openings.
Published reports indicate that Amazon also plans to open as many as 1,500 small warehouses (small delivery hubs) across the U.S., many of them in suburbs. The Company is said to be investing billions in these new warehouses and in improving transportation capabilities.
Amazon is reportedly recruiting gig workers to shop for and deliver groceries for Whole Foods customers placing online orders. Drivers can sign up for the program, known as Shop and Deliver, by reviewing an online tutorial about how to pick, pack and safely handle groceries and then passing a quiz. The program is related to Amazon Flex, an initiative the e-commerce provider launched in 2015 that uses independent contractors to deliver packages.
The City of New York is partnering with Mercato as the e-commerce platform that will connect underserved NYC communities to local grocery stores. The partnership will enable select stores in all five boroughs to begin offering groceries online and via local delivery, which they have not been able to provide. Mercato has been facilitating online ordering and delivery for more than 225 independent grocery and specialty food stores across the five boroughs, but it will now be assisting retailers in more marginalized neighborhoods.
After some delays due to COVID-19, Wegmans said it is on track to open its store in Chapel Hill, NC in the “early spring” of 2021. It was originally projected to open in fall 2020. The location will be the third Wegmans in the state, following one opened in Raleigh last year and another in Cary this year. A Wake Forest unit is also slated to open in 2021.Click here to request a list of future openings.
Topgolf Entertainment Group announced the opening of its newest venues in Monterrey, Mexico, marking the fourth country where Topgolf now operates. The venue, which is owned and operated by franchise partner Ventura Entertainment, brings Topgolf’s store base to 63, with operations also in the U.S., U.K., and Australia. Topgolf plans to open another franchise location in Dubai later this year. The Company also recently announced new franchise partnerships, with plans to expand into Central Europe and Asia.
Chewy commenced an underwritten public offering of approximately $275.0 million of its Class A common stock. The underwriter has agreed to purchase all of the shares offered and has an option to purchase up to 15% of additional shares. Net proceeds will be used for general corporate purposes, including growth initiatives.
Tractor Supply opened its 1,900th store in the U.S. in Oakhurst, CA. This is the Company’s 72nd store in California, and the Company noted that the location is in proximity to areas impacted by recent wildfires. The new store offers contactless shopping, same-day delivery, and a pet washing station. 2Q sales grew 35%, and comps jumped 30.5%, with the Company adding 3.3 million new customers during the quarter. The Company indicated that strong demand has so far continued into the 3Q.
Designer Brands is opening 1,200 square-foot mini DSW shops inside Hy-Vee grocery stores. The shops will be stocked with 2,500 to 3,000 pairs of branded shoes and will be located at the front of the store. The first two DSW shops opened this month in Minneapolis, MN. A total of six are expected to launch in the city by the end of September, with plans to roll out dozens more in 2021. Hy-Vee has 270 stores in the Midwest, whereas DSW has about 130. Hy-Vee is not charging rent for the space, but will receive a percentage of sales as part of the deal.
Last week, Walmart launched its subscription service, Walmart+, designed to compete with Amazon Prime. Walmart+ users get unlimited free delivery on more than 160,000 items, with one-hour delivery windows for many same day deliveries. The subscription service will also offer members “Scan & Go” technology in store. There are gasoline discounts at nearly 2,000 Walmart and other locations. Membership is $98 per year, or $12.95 per month.
The Company is also still engaged in talks to become a partial owner of TikTok, the Chinese video-sharing app. There had been a tentative agreement in place to allow Walmart to purchase 7.5% of TikTok Global, with Oracle purchasing 12.5%. Walmart will provide e-commerce, fulfillment, and omnichannel services. Walmart CEO Doug McMillon would serve as a board member. While President Trump initially backed the deal, he has since reversed course because TikTok’s Chinese parent company, ByteDance, still says it is adamant about retaining majority control of the app; the President indicated the deal would not be approved unless ByteDance had “nothing to do with it.”
In other overseas news, Walmart is preparing an IPO for Flipkart, the India based e-tailer. Valuations of $50.00 billion are being bandied about, which would make Walmart’s 75% ownership worth about $37.50 billion, just about doubling its initial investment.
Back stateside, Walmart is introducing a new team-based operating model for its supercenters that includes higher wages for some of its salaried and hourly store employees. The Company said that the new model is similar to one that has been “very successful” at Sam’s Club during the past year and in its Neighborhood Market stores this year. According to Dacona Smith, COO for Walmart U.S., the retailer is “investing in new roles and skills training to give us the flexibility to serve customers anytime and anywhere.” Overall, Walmart is raising wages for approximately 165,000 hourly associates across all of its U.S. stores. The increase will start in October, taking the place of the annual increase employees usually receive in February or April.
Walmart recently announced that it is partnering with Goldman Sachs to offer online sellers business credit lines. As of today, small and medium-sized businesses that sell on the Company’s Marketplace will see invites to apply for business lines of credit offered by Marcus, Goldman’s online consumer banking unit. Initially, sellers can access lines of credit between $10,000 and up to $75,000, with Marcus reportedly hoping to raise the potential line of credit to as high as $1.0 million. The credit lines have a fixed annual interest rate between 6.99% and 20.99%, depending on the business’s creditworthiness.
Walmart is also expanding its freestanding health care format, which debuted in September 2019, in Dallas, GA. It has since grown to six locations, five in Georgia (including a newly opened site in Cartersville) and one in Arkansas. It plans to open seven more in Georgia by the end of the fiscal year and two in the Chicago, IL market this fall. In addition, Walmart Health will expand into Florida with seven units in the Jacksonville market in 2021, with at least one opening in the early part of the year.
In addition, Walmart is partnering with Blox, maker of “medical modules,” to standardize its building construction process as it expands Walmart Health. Blox’ design concept will allow Walmart faster, more efficient construction requiring fewer resources. To date, two Walmart Health facilities have been with Blox, including the new Cartersville location. According to the Company, Walmart Health continues to see an increase in visits, with more than 50% booked by returning patients. On average, half of visits to Walmart Health seek primary care and the other half for specialty care such as optometry, dental and behavioral health needs.Click here for a list of recent and future openings and closings.
Online grocer Farmstead announced that in addition to expanding its own “Farmstead” brand nationally, it is now making its in-house grocery delivery software Grocery OS available to other national and regional grocers. Farmstead hopes the move will help grocers compete better with Amazon. Grocery OS boosts the delivery capacity and profitability of any grocer-controlled pickup/delivery fulfillment operation (whether from an existing public store, new dark store, or delivery-only warehouse). It also enables grocers to manage their own marketing, order picking, packing and delivery operations.
Wakefern Food Corp., Village Super Market, Inc. and two of Village’s subsidiaries filed an objection to the Chapter 11 Plan of Liquidation of Fairway Group Holdings Corp., and its affiliates on September 14. Wakefern and Village Super Market claim the Debtors’ plan cannot be confirmed until there’s an outcome for an adversary proceeding they initiated against the Debtors in July alleging that the debtors breached the asset purchase agreement (APA) entered into last March for the $76.0 million sale of five New York Fairway stores and Fairway’s production and distribution center to Village Super Market. According to the complaint, the intellectual property (IP) of Fairway, including the marks and names “Fairway” and “Fairway Markets,” were part of the deal. The plaintiffs say they agreed, at the debtors’ request, to allow the debtors to continue using the Fairway trademarks and trade names for a limited time on a royalty free basis, but only in the same manner they were used prior to the sale transaction with Village Super Market. According to the complaint, the continued use of the Fairway IP was for the Debtors’ to facilitate the liquidation of stores they were unable to sell. However, Village Super Market and Wakefern allege that the Debtors have developed and are currently promoting a new brand name, “Fresh and Beyond Specialty Grocer,” in tandem with the Fairway trademarks and trade names. The plaintiffs argue that use of the Fairway name in promotional activity is a breach of the Debtors’ obligation to cease use of the Fairway trademarks and trade names as soon as reasonably practicable. The Debtors have yet to respond in Court to the complaint.
CVS Health announced plans to add more than 2,000 new COVID-19 drive-thru test sites at select CVS Pharmacy locations across the country. With these new locations, the Company expects to have more than 4,000 in operation by mid-October. The sites will open in waves over the next several weeks and build on CVS’ ability to support testing in 33 states and Washington, DC, beginning with the opening of more than 400 sites on Friday.
Apple is launching its online store in India on September 23, offering its full range of products from iPhones to Mac computers and providing support directly to customers for the first time. The Company has spent years trying to get around India’s regulations that foreign companies source 30% of components locally. Apple has been boosting investments in India to reduce its dependence on China as both a market and manufacturing base. The Company previously only offered its devices in India through stores owned by franchise partners and online platforms including Amazon and Walmart-owned Flipkart. Following the launch of its online site, Apple will open its first brick-and-mortar store in Mumbai, then its second in Bangalore.
In the GNC Holdings bankruptcy case, the Court issued an order approving the sale of the Company’s assets as a going concern to China’s Harbin Pharmaceutical Group Holding Co., the stalking horse bidder. Consideration for the transaction totals approximately $770.0 million, including a $550.0 million cash payment, $210.0 million in second-lien loans, and $10.0 million in convertible notes. U.S. Senator Marco Rubio had raised national security issues, based on concerns that the transaction could give China access to data about U.S. consumers. A lawyer for the Company said those issues have already been addressed, beginning in 2018, when Harbin bought a 40% interest in GNC, becoming its largest shareholder. A date for closing of the sale has not been set.
In the ascena retail group bankruptcy case, the Company issued a summary of key milestones it has achieved (which we have previously reported) during the Court-supervised restructuring process, including:
- Court approval of the adequacy of the Disclosure Statement. The Debtors will commence solicitation of votes from creditors for approval of the Plan of Reorganization, which includes an amended Restructuring Support Agreement that now has the support of 95% of the Company’s secured term lenders and is expected to significantly reduce debt by $1.00 billion. The hearing to consider confirmation of the Plan is currently scheduled to commence on October 23; and
- Final approval to access: (i) up to $400.0 million under an ABL DIP Facility, and (ii) a $312.0 million Term Loan, which includes $150.0 million in new money and will convert to exit financing upon emergence from the Chapter 11 process.
Management said, “Upon final approval of the Plan, and with approved DIP and exit financing, the Company is on track to emerge from the Chapter 11 process with a stronger balance sheet and operating structure. We are in the final stages of implementing our store closure plans across brands, which is expected to reduce our overall footprint to 1,300 locations, and we are continuing rent discussions with our landlord partners for our go-forward stores. In addition, as part of our ongoing corporate expense reduction plan, we have now exited and consolidated our corporate offices. Collectively, we believe these actions will enable us to strategically invest in the business and generate sustainable, profitable growth once we emerge from the Chapter 11 process.”
“Following a comprehensive sales process and auction, FullBeauty Brands Operations, LLC will acquire Catherines’ intellectual property assets for a base purchase price of $40.8 million, and potential upward adjustment for certain inventory. At closing, Ascena and FullBeauty expect to enter into a mutual Transition Services Agreement (TSA) in order to provide for a seamless transition of the e-commerce business. The TSA is expected to remain in effect for 30 days. The transaction is subject to Court approval and certain other closing conditions. The transaction is expected to close in the coming weeks.” Click here for a list of recent and future closures.
La-Z-Boy completed its previously announced asset acquisition of a Seattle, WA franchisee that operates six La-Z-Boy Furniture Galleries stores (approximately $30.0 million in annual retail volume in 2019), and one warehouse. The transaction is the result of the planned retirement of independent owners, Chris and Lisa Washko. The stores increase the La-Z-Boy’s Company-owned store base to 159 units. The acquisition is expected to contribute about $15.0 million of additional sales annually to the Company. Terms of the transaction were not disclosed.
QuickTrip recently opened four new convenience stores in San Antonio (2) and Austin, TX, and Marana, AZ, bringing its total count to 850. The Company is currently constructing 48 more stores nationwide.
In the Stein Mart bankruptcy case, the Debtors filed a motion to establish: (i) October 31 as the last day to file Section 503(b)(9) claims; and (ii) November 20 as the last day to file all other administrative expense claims incurred from August 12 (the petition date) through and including October 31. A hearing on the motion has not yet been scheduled. In addition, the Court issued final authorization for the Debtors to:
- Use cash collateral; and
- Conduct GOB sales at all 281 stores (click here to request a list), which will continue through October 31. The Debtors have estimated that the GOB sales will generate proceeds of $250.0 million.
Big Y Foods has launched a $40.0 million Fresh & Local distribution center adjacent to the Company’s headquarters in Springfield, MA. The move will help local suppliers and optimize freshness. Through the 425,000 square-foot facility, 70 farmers supply Big Y’s stores in Massachusetts and Connecticut with 1,200 types of produce each year, which accounts for more than 9,000 acres of farmland in the region.