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Bankruptcy Accounting
12 Months Ended
Jul. 02, 2022
Reorganizations [Abstract]  
Bankruptcy Accounting

2. BANKRUPTCY ACCOUNTING

FASB ASC 852, Reorganizations (“ASC 852”) require that the consolidated financial statements, for periods subsequent to the filing of the Chapter 11 Cases, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. During the pendency of the Chapter 11 Cases until we qualified for emergence under ASC 852, the consolidated financial statements were prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business and reflect the application of ASC 852. Accordingly, certain expenses, gains and losses that were realized or incurred in the bankruptcy proceedings were recorded in Reorganization items, net in our consolidated statements of operations.

Pursuant to the Plan of Reorganization, an escrow account (the “Unsecured Creditor Claim Fund”) was established for the benefit of holders of allowed general unsecured claims. Upon the closing of the sale and leaseback of the Corporate Office and the Dallas Distribution Center properties (see Note 8) and the issuance of the Term Loan (as defined in Note 3), net proceeds of $67.5 million, after payment of property taxes, and $18.8 million, respectively, were deposited directly into the Unsecured Creditor Claim Fund that was administered by an independent unsecured claims disbursing agent. The remaining proceeds from the Term Loan that were not deposited into the Unsecured Creditor Claim Fund were deposited into our operating account. In addition, $14.2 million of additional cash was deposited into a segregated bank account at Wells Fargo Bank and was restricted for use in paying compensation for services rendered by professionals on or after the Petition date and prior to the approval of the Effective Date. The closing of the Rights Offering described in Note 7 provided approximately $40.0 million of cash that was deposited to the Unsecured Creditor Claim Fund and recorded as restricted cash. During the fiscal 2021, all services rendered by professionals were paid and the Wells Fargo Restricted Fund account was closed with all of the applicable funds disbursed. Net cash remaining of $1.9 million was deposited directly into our unrestricted cash account during the fourth quarter of fiscal 2021.

As of July 2, 2022, we had zero cash held in the Unsecured Creditor Claim Fund held on the balance sheet for the payment of claims. As of June 30, 2021, we had $22.3 million of cash held in the Unsecured Creditor Claim Fund, recorded as restricted cash on the balance sheet for the payment of claims.

Our Plan of Reorganization was confirmed on December 23, 2020, and all listed material conditions precedent were resolved by the December 31, 2020, legal effective date of emergence as governed by the Bankruptcy Court. However, the closing of our Rights Offering was considered a critical component to the execution of our confirmed Plan of Reorganization, therefore, we continued to apply the requirements of ASC 852 until that transaction closed on February 9, 2021.

We were not required to apply fresh start accounting based on the provisions of ASC 852 as there was no change in control and the entity’s reorganization value immediately before the date of confirmation was more than the total of all its post-petition liabilities and allowed claims.

Restructuring, Impairment and Abandonment Charges

Restructuring, impairment and abandonment charges are as follows (in thousands):

 

 

Fiscal Years Ended

 

 

 

July 2,

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs:

 

 

 

 

 

 

 

 

 

Severance and compensation related costs (adjustments)

 

$

499

 

 

$

3,557

 

 

$

3,122

 

Professional fees

 

 

 

 

 

 

 

 

5,212

 

Total restructuring costs

 

$

499

 

 

$

3,557

 

 

$

8,334

 

 

 

 

 

 

 

 

 

 

 

Impairment costs:

 

 

 

 

 

 

 

 

 

Corporate long-lived assets

 

$

1,963

 

 

$

 

 

$

 

Intangible asset

 

 

 

 

 

1,639

 

 

 

 

Operating lease right-of-use assets

 

 

 

 

 

 

 

 

51,626

 

Distribution center long-lived assets

 

 

 

 

 

 

 

 

16,794

 

Store long-lived assets

 

 

 

 

 

 

 

 

11,656

 

Total impairment costs

 

$

1,963

 

 

$

1,639

 

 

$

80,076

 

 

 

 

 

 

 

 

 

 

 

Abandonment costs:

 

 

 

 

 

 

 

 

 

Accelerated recognition of operating lease right-of-use assets

 

$

 

 

$

5,638

 

 

$

25,082

 

Total abandonment costs

 

$

 

 

$

5,638

 

 

$

25,082

 

 

 

 

 

 

 

 

 

 

 

Total restructuring, impairment and abandonment costs

 

$

2,462

 

 

$

10,834

 

 

$

113,492

 

For the year ended July 2, 2022, restructuring, impairment and abandonment charges of $2.5 million primarily relate to software abandonment charges of $2.0 million and $0.5 million in employee retention cost. For the year ended June 30, 2021, restructuring and abandonment costs of $10.8 million primarily related to $3.6 million of executive severance and employee retention costs, intangible impairment charge of $1.6 million, as well as abandonment cost of $5.6 million related to the permanent closure of our stores and the Phoenix distribution center. For the year ended June 30, 2020, restructuring, impairment and abandonment charges of $113.5 million primarily related to (i) $80.1 million in impairment cost and $25.1 million in abandonment cost relating to our permanent store closing plan along with our decision to close the Phoenix distribution center; (ii) $5.2 million in pre-filing incremental professional fees; and (iii) $3.1 million in compensation costs related to a reorganization reduction in force completed prior to the filing of the Chapter 11 Cases. Decisions regarding store closures and the Phoenix distribution center were made in the fourth quarter of fiscal 2020, prior to filing the Chapter 11 Cases; however, the closure of the Phoenix distribution center was not completed until the second quarter of fiscal 2021.

Reorganization Items

Reorganization items included in our consolidated statement of operations represent amounts resulting from the Chapter 11 Cases are as follows (in thousands):

 

 

Fiscal Years Ended

 

 

 

July 2,

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2020

 

Reorganization items, net:

 

 

 

 

 

 

 

 

 

Professional and legal fees

 

$

367

 

 

$

34,579

 

 

$

3,619

 

Claims related costs

 

 

594

 

 

 

1,302

 

 

 

 

Gains on lease termination, net of estimated claims

 

 

 

 

 

(66,247

)

 

 

 

Gain on sale-leaseback

 

 

 

 

 

(49,639

)

 

 

 

Rights Offering and Backstop Agreement

 

 

 

 

 

19,990

 

 

 

 

Total reorganization items, net

 

$

961

 

 

$

(60,015

)

 

$

3,619

 

 

For the year ended July 2, 2022, reorganization items, net charges related to $0.6 million in net claims related costs and $0.4 million in professional and legal fees. For the year ended June 30, 2021, Reorganization items, net was a net gain of $60.0 million due to a net gain of $66.2 million resulting from the store lease terminations and the termination of our Phoenix distribution center lease under our permanent closure plan, and a $49.6 million gain on the sale-leaseback transactions under our Plan of Reorganization (see Note 1 and Note 8). These gains were partially offset by $34.6 million in professional and legal fees related to our reorganization costs as well as $20.0 million of charges related to the execution of our Rights Offering (see Note 1 and 7). The proceeds of the sales-leaseback transaction, along with other sources of financing, continue to be used to satisfy allowed claims and are categorized as Reorganization items, net.

For the year ended June 30, 2020, reorganization costs represent amounts incurred from the Petition Date onward directly resulting from the Chapter 11 Cases and consist of professional fees of $3.6 million.