Item 8.01. Other Events.
On April 10, 2019, the Company retained PJ Solomon to assist
the Board in undertaking a comprehensive review of the full range of strategic alternatives available to the Company, which may
include an evaluation of the Company’s current operating plan, as well as potential alternatives to maximize value.
The Company has not set a timetable for completion of the evaluation
process. As the Company indicated in its press release, no decision has been made to pursue any specific strategic transaction
or any other strategic alternative, and there can be no assurance that the Board’s exploration of strategic alternatives
will result in the completion of any transaction or other alternative. The Company does not intend to discuss or disclose developments
with respect to this process unless and until the Board has approved a specific transaction, or otherwise deems further disclosure
is appropriate or if disclosure is required by applicable law.
Forward Looking Statements
Comments in this Current Report on Form 8-K that are not historical
facts are forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from those projected
in the forward-looking statements. A reader can identify forward-looking statements because they are not limited to historical
facts or they use such words as “outlook,” “guidance,” “may,” “should,” “could,”
“believe,” “anticipate,” “project,” “plan,” “expect,” “estimate,”
“objective,” “forecast,” “goal,” “intend,” “committed,” “continue,”
or “will likely result” and similar expressions that concern the Company’s strategy, plans, intentions or beliefs
about future occurrences or results. Forward-looking statements involve estimates, expectations, projections, goals, forecasts,
assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements about future financial
and operating results, the Company’s plans, objectives, business outlook, priorities, expectations and intentions, expectations
for sales growth, comparable sales, earnings and performance, shareholder value, capital expenditures, cash flows, demand for products,
share repurchases, strategic initiatives, including those relating to store closures and acquisitions and dispositions by the Company
and the expected impact of such transactions on our strategic and operational plans and financial results, and any statement of
an assumption underlying any of the foregoing and other statements that are not historical facts. Although we believe that the
expectations, opinions, projections and comments reflected in these forward-looking statements are reasonable, such statements
involve risks and uncertainties and we can give no assurance that such statements will prove to be correct. A wide variety of potential
risks, uncertainties and other factors could materially affect our ability to achieve the results either expressed or implied by
these forward-looking statements including, but not limited to risks and uncertainties associated with: (i) the competitive nature
of the industries in which we operate; (ii) our turnaround plan and the implementation of our strategic initiatives, and their
impact on our sales, costs and operations; (iii) our store closures and the related sales of inventory and real estate issues;
(iv) our divestitures; (v) utilizing our existing and new stores and the extent of our pharmacy department presence in new and
existing stores; (vi) conditions affecting the retail sector as a whole; (vii) our reliance on a single supplier of pharmaceutical
products; (viii) our pharmaceutical drug pricing; (ix) reimbursement rates and the terms of our agreements with pharmacy benefit
management companies; (x) consolidation in the healthcare industry; (xi) our private brands; (xii) the seasonality of our business
and the impact of adverse weather conditions; (xiii) operational, supply chain and distribution difficulties; (xiv) merchandise
supply and pricing; (xv) consumer demand and product mix; (xvi) delayed openings and operating new stores and distribution facilities;
(xvii) our employees; (xviii) risks relating to payment processing; (xix) our computer systems, and the processes supported by
our information technology infrastructure; (xx) our ability to protect the personal information of our customers and employees;
(xxi) cyber-attacks; (xxii) changes in governmental regulations; (xxiii) the outcome of legal proceedings, including claims of
product liability; (xxiv) insurance costs; (xxv) tax assessments and unclaimed property audits; (xxvi) current economic conditions;
(xxvii) our indebtedness and our ability to satisfy our debt obligations; (xxviii) the terms of our existing and future indebtedness,
including the covenants set forth in the documents governing such indebtedness; (xxix) any acquisitions we may pursue and the ability
to effectively integrate businesses that we acquire; (xxx) our ability to maintain effective internal controls over financial reporting;
(xxxi) our largest stockholder holding a significant percentage of our outstanding equity; (xxxii) our ability to pay dividends
and/or repurchase shares of our Class A voting common stock; (xxxiii) our ability to attract and retain talented executives; (xxxiv)
any strategic alternatives that we decide to pursue, if any; and (xxxv) the factors listed under “Risk Factors” in
the Company’s most recent Annual Report on Form 10-K and any subsequent quarterly filings on Form 10-Q filed with the Securities
and Exchange Commission. Forward-looking statements speak only as of the date made. The Company undertakes no obligation to release
revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence
of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.
