Current Report Filing (8-k)
December 21 2021 - 6:16AM
Edgar (US Regulatory)
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0000084129
2021-12-21
2021-12-21
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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 21, 2021
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 21, 2021, 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 27, 2021. 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 closing 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 settlements, severance, restructuring-related costs, costs related to facility closures, gain or loss on
sale of assets, and the loss on Bartell acquisition). 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
settlements, gains or losses on debt retirements and modifications, LIFO adjustments, goodwill and intangible asset impairment
charges, restructuring-related costs, and the loss on Bartell acquisition. 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 2022 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 21, 2021
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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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