Rite Aid Corporation (NYSE:RAD) Files An 8-K Results of Operations and Financial Condition
Item 2.02.
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Results of Operations and Financial Condition. |
On April 25, 2017, Rite Aid Corporation (the Company) reported
its financial position and results of operations as of and for
the fourteen and fifty-three week fiscal year ended March 4,
2017. The press release includes non-GAAP financial measures,
Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income 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. A reconciliation of
Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per
Diluted Share to net income is 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 Companys operating performance
with its competitors. The Company defines Adjusted EBITDA as net
income excluding the impact of income taxes, interest expense,
depreciation and amortization, LIFO adjustments, charges or
credits for facility closing and impairment, inventory
write-downs related to store closings, debt retirements and other
items (including stock-based compensation expense, severance for
distribution center closures, gain or loss on sale of assets and
revenue deferrals related to the Companys customer loyalty
program). 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 as net income excluding
the impact of amortization of EnvisionRx intangible assets,
merger and acquisition-related costs, loss on debt retirements
and LIFO adjustments. The Company calculates Adjusted Net Income
per Diluted Share using the Companys above-referenced definition
of Adjusted Net Income. The Company believes Adjusted Net Income
and Adjusted Net Income per Diluted Share serve as appropriate
measures to be used in evaluating the performance of its business
and help its investors better compare the Companys operating
performance over multiple periods.
Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income 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 Companys definitions of Adjusted
EBITDA, Adjusted Net Income and Adjusted Net Income per Diluted
Share may not be comparable to similarly titled measurements
reported by other companies or similar terms in the Companys debt
facilities.
In addition, a copy of the Companys Earnings Release Supplement
for the fourth quarter and fiscal year 2017 is being furnished as
Exhibit 99.2 to this Form 8-K.
The information (including Exhibits 99.1 and 99.2) being
furnished 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 8.01. | Other Events |
Rite Aid distributed a letter to Rite Aid associates reporting
its fourth quarter and full year results for fiscal 2017 on April
25, 2017. A copy of that document is attached hereto as Exhibit
99.3 and is incorporated herein by reference.
Rite Aid distributed a letter to Rite Aid suppliers reporting its
fourth quarter and full year results for fiscal 2017 on April 25,
2017. A copy of that document is attached hereto as Exhibit 99.4
and is incorporated herein by reference.
Rite Aid distributed a video presentation to Rite Aid employees
reporting its fourth quarter and full year results for fiscal
2017 on April 25, 2017. A copy of the script for that
presentation is attached hereto as Exhibit 99.5 and is
incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release, dated April 25, 2017 |
| 99.2 | Fourth Quarter and Fiscal Year 2017 Supplemental Information |
| 99.3 | Letter to Rite Aid Associates, dated April 25, 2017 |
| 99.4 | Letter to Rite Aid Suppliers, dated April 25, 2017 |
| 99.5 | Video Presentation Script, dated April 25, 2017 |
Additional Information and Where to Find It
In connection with the proposed strategic combination with WBA,
as amended, Rite Aid prepared a preliminary proxy statement on
Schedule 14A that has been filed with the SEC on March 3, 2017.
The preliminary proxy statement is not yet final and will be
amended. Following the filing of the definitive proxy statement
with the SEC, Rite Aid will mail the definitive proxy statement
and a proxy card to each stockholder entitled to vote at the
special meeting relating to the proposed merger. INVESTORS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors may obtain the proxy statement, as well as other
filings containing information about Rite Aid, free of charge,
from the SECs Web site (www.sec.gov). Investors may also obtain
Rite Aids SEC filings in connection with the transaction, free of
charge, from Rite Aids Web site (www.RiteAid.com) under the link
Investor Relations and then under the tab SEC Filings, or by
directing a request to Rite Aid, Byron Purcell, Attention: Senior
Director, Treasury Services Investor Relations.
Participants in the Merger Solicitation
The directors, executive officers and employees of Rite Aid and
other persons may be deemed to be participants in the
solicitation of proxies in respect of the transaction.
Information regarding Rite Aids directors and executive officers
is available in its definitive proxy statement for its 2016
annual meeting of stockholders filed with the SEC on May 13,
2016. This document can be obtained free of charge from the
sources indicated above. Other information regarding the
interests of the participants in the proxy solicitation is set
forth in the preliminary proxy statement, as it may be amended,
that has been filed with the SEC on March 3, 2017. This
communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
About Rite Aid Corporation (NYSE:RAD)
Rite Aid Corporation is a retail drugstore chain. The Company’s segments include Retail Pharmacy and Pharmacy Services. The Company operates under The Rite Aid name. It operates approximately 4,560 stores in over 30 states across the country and in the District of Columbia. The Company’s Retail Pharmacy segment consists of Rite Aid stores, RediClinic and Health Dialog. It sells brand and generic prescription drugs, as well as an assortment of front-end products, including health and beauty aids, personal care products, seasonal merchandise, and a private brand product line. Its front-end products include over-the-counter medications, health and beauty aids, personal care items, cosmetics, household items, food and beverages, greeting cards, seasonal merchandise and numerous other everyday and convenience products. The Company’s Pharmacy Services segment consists of EnvisionRx, which provides a range of pharmacy benefit services. Rite Aid Corporation (NYSE:RAD) Recent Trading Information
Rite Aid Corporation (NYSE:RAD) closed its last trading session down -0.07 at 3.73 with 25,968,913 shares trading hands.