Current Report Filing (8-k)
September 29 2022 - 7:08AM
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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): September 29, 2022
Rite
Aid Corporation
(Exact name of registrant as specified in its
charter)
Delaware |
|
1-5742 |
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23-1614034 |
(State
or Other Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
1200
Intrepid Avenue, 2nd Floor, Philadelphia, Pennsylvania 19112
(Address of principal executive offices, including
zip code)
(717)
761-2633
(Registrant’s telephone number, including
area code)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
(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 2.02. Results
of Operations and Financial Condition.
On September 29, 2022, Rite Aid Corporation
(the “Company”) reported its financial position and results of operations as of and for the thirteen and twenty-six week periods
ended August 27, 2022. 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 (loss) 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 exit and impairment, goodwill and intangible
asset impairment charges, inventory write-downs related to store closings, gains or losses on debt retirements and modifications and other
items (including stock-based compensation expense, merger and acquisition-related costs, non-recurring litigation and other contractual
settlements, severance, restructuring-related costs, costs related to facility closures, gain or loss on sale of assets, the gain or loss
on Bartell acquisition, and the change in estimate related to manufacturer rebate receivables). 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, non-recurring litigation and other contractual
settlements, gains or losses on debt retirements and modifications, LIFO adjustments, goodwill and intangible asset impairment charges,
restructuring-related costs, the gain or loss on Bartell acquisition, and the change in estimate related to manufacturer rebate receivables.
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 second quarter of fiscal 2023 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: September 29, 2022 |
By: |
/s/ Matthew C. Schroeder |
|
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Name: |
Matthew C. Schroeder |
|
|
Title: |
Executive Vice President and Chief Financial Officer |
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