UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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.
99.1 | Press Release, dated October 8, 2020. |
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 |