Current Report Filing (8-k)
October 07 2020 - 01:39PM
Edgar (US Regulatory)
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2020-10-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 |
|
23-1614034 |
(State or Other
Jurisdiction
of Incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification Number) |
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 |
Trading
Symbol(s) |
Name of each exchange on which
registered |
|
Common Stock, $1.00 par value |
RAD |
The New York Stock Exchange |
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)
| |
|
Guidance Range |
|
| |
|
Low |
|
|
High |
|
|
Adjusted EBITDA |
|
$ |
475,000 |
|
|
$ |
525,000 |
|
| Cash
interest expense |
|
|
(189,000 |
) |
|
|
(189,000 |
) |
|
Restructuring-related costs |
|
|
(75,000 |
) |
|
|
(75,000 |
) |
| Closed
store rent |
|
|
(26,000 |
) |
|
|
(26,000 |
) |
|
Working capital benefit |
|
|
200,000 |
|
|
|
200,000 |
|
| Cash
flow from operations |
|
|
385,000 |
|
|
|
435,000 |
|
|
Gross capital expenditures |
|
|
(325,000 |
) |
|
|
(300,000 |
) |
|
Free cash flow |
|
$ |
60,000 |
|
|
$ |
135,000 |
|
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.
|
104 |
Cover Page Interactive Data File
(embedded within the Inline XBRL document). |
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.
| |
RITE AID
CORPORATION |
| |
|
|
|
| |
|
|
|
| Dated: October 7, 2020 |
By: |
/s/ Matthew C.
Schroeder |
| |
|
Name: |
Matthew C. Schroeder |
| |
|
Title: |
Executive Vice President and Chief
Financial Officer |
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