Current Report Filing (8-k)
October 07 2020 - 1:39PM
Edgar (US Regulatory)
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0000084129
2020-10-07
2020-10-07
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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): October 7, 2020
Rite Aid Corporation
(Exact name of registrant as specified in
its charter)
Delaware
|
|
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 7.01 Regulation FD Disclosure.
On October 7, 2020, Rite Aid Corporation
(“Rite Aid”) issued a press release announcing its entry into that certain stock purchase agreement, dated as of October
7, 2020, by and between Rite Aid and The Bartell Drug Company (“Bartell”), pursuant to which Rite Aid will acquire
Bartell for an aggregate purchase price of $95,000,000 (the “Transaction”). In addition, Rite Aid provided an update
to its fiscal year 2021 earnings guidance for capital expenditures and free cash flow to reflect the Transaction. The press release
includes the non-GAAP financial measure, “Free Cash Flow.” Rite Aid uses this non-GAAP measure in assessing its performance
in addition to net cash, the most directly comparable GAAP financial measure. Free Cash Flow is defined as Adjusted EBITDA less
cash paid for interest, rent on closed stores, capital expenditures, acquisition costs and the change in working capital. See the
below table for a reconciliation of Free Cash Flow to net cash, the most directly comparable GAAP financial measure.
RITE AID CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE TO FREE CASH FLOW
GUIDANCE
YEAR ENDING FEBRUARY 27, 2021
(In thousands)
(unaudited)
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Guidance Range
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Low
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High
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Adjusted EBITDA
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$
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475,000
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|
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$
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525,000
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Cash interest expense
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(189,000
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)
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(189,000
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)
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Restructuring-related costs
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|
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(75,000
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)
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|
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(75,000
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)
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Closed store rent
|
|
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(26,000
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)
|
|
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(26,000
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)
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Working capital benefit
|
|
|
200,000
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|
|
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200,000
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|
Cash flow from operations
|
|
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385,000
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|
|
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435,000
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Gross capital expenditures
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|
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(325,000
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)
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|
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(300,000
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)
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Free cash flow
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$
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60,000
|
|
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$
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135,000
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For further information regarding Adjusted
EBITDA and a reconciliation thereof to net income, see Exhibit 99.1 to our Current Report on Form 8-K, filed with the Securities
and Exchange Commission on September 24, 2020.
The information (including Exhibit 99.1)
being furnished pursuant to this “Item 7.01 Regulation FD Disclosure” 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.
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104
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Cover Page Interactive Data File (embedded within the
Inline XBRL document).
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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: October 7, 2020
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By:
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/s/ Matthew C. Schroeder
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Name:
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Matthew C. Schroeder
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Title:
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Executive Vice President and Chief Financial Officer
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