Current Report Filing (8-k)
December 19 2019 - 7:13AM
Edgar (US Regulatory)
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0000084129
2019-12-18
2019-12-19
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
December 19, 2019
Rite Aid Corporation
(Exact name of registrant as specified in
its charter)
Delaware
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1-5742
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23-1614034
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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30 Hunter Lane, Camp Hill, Pennsylvania
17011
(Address of principal executive offices,
including zip code)
(717) 761-2633
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $1.00 par value
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RAD
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
2.02. Results of Operations
and Financial Condition.
On December 19, 2019,
Rite Aid Corporation (the “Company”) reported its financial position and results of operations as of and for the thirteen
and thirty-nine week periods ended November 30, 2019. The press release includes the non-GAAP financial measures, “Adjusted
EBITDA,” “Adjusted Net Income (Loss)” and “Adjusted Net Income (Loss) per Diluted Share.” The Company
uses these non-GAAP measures in assessing its performance in addition to net income, the most directly comparable GAAP financial
measure. Reconciliations of Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share to net
income and net income (loss) per diluted share, the most directly comparable GAAP financial measures, are included in the press
release, which is furnished as Exhibit 99.1 hereto.
The Company believes
Adjusted EBITDA serves as an appropriate measure in evaluating the performance of its business and helps its investors better compare
the Company’s operating performance with its competitors. The Company defines Adjusted EBITDA as net income (loss) excluding
the impact of income taxes, interest expense, depreciation and amortization, LIFO adjustments, charges or credits for facility
closing and impairment, goodwill and intangible asset impairment charges, inventory write-downs related to store closings, gains
or losses on debt retirements, the WBA merger termination fee, and other items (including stock-based compensation expense, merger
and acquisition-related costs, a non-recurring litigation settlement, severance and costs related to facility closures and gain
or loss on sale of assets). The current calculation of Adjusted EBITDA reflects a modification made in the second quarter of fiscal
2019 to eliminate the add back of revenue deferrals related to our customer loyalty program and to present amounts previously included
within other as separate reconciling items. The Company references this non-GAAP financial measure frequently in its decision-making
because it provides supplemental information that facilitates internal comparisons to historical periods and external comparisons
to competitors. In addition, incentive compensation is based in part on Adjusted EBITDA and the Company bases certain of its forward-looking
estimates and budgets on Adjusted EBITDA.
The Company defines
Adjusted Net Income (Loss) as net income (loss) excluding amortization expense, merger and acquisition-related costs, a non-recurring
litigation settlement, gains or losses on debt retirements, LIFO adjustments, goodwill and intangible asset impairment charges
and the WBA merger termination fee. The current calculations of Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted
Share reflect a modification made in the second quarter of fiscal 2019 to add back all amortization expenses rather than the amortization
of EnvisionRx intangible assets only. The Company calculates Adjusted Net Income (Loss) per Diluted Share using the Company’s
above-referenced definition of Adjusted Net Income (Loss). The Company believes Adjusted Net Income (Loss) and Adjusted Net Income
(Loss) per Diluted Share serve as appropriate measures to be used in evaluating the performance of its business and help its investors
better compare the Company’s operating performance over multiple periods.
In addition, the add
back of LIFO (credit) charge when calculating Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted
Share removes the entire impact of LIFO (credits) charges, and effectively reflects Rite Aid’s results as if the company
was on a FIFO inventory basis.
Adjusted EBITDA, Adjusted
Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share should not be considered in isolation from, and are not intended
to represent alternative measures of, operating results or of cash flows from operating activities, as determined in accordance
with GAAP. The Company’s definitions of Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted
Share may not be comparable to similarly titled measurements reported by other companies or similar terms in the Company’s
debt facilities.
In addition, a copy
of the Company’s Earnings Release Supplement for the third quarter of fiscal 2020 is being furnished as Exhibit 99.2 to this
Form 8-K.
The information (including
Exhibits 99.1 and 99.2) being furnished pursuant to this “Item 2.02. Results of Operations and Financial Condition”
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act regardless of any general
incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RITE AID CORPORATION
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Dated: December 19, 2019
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By:
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/s/ James J. Comitale
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Name: James J. Comitale
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Title: Executive Vice President, General Counsel & Secretary
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