UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss.240.14a-12
RITE AID CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
___________________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
___________________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
5) Total fee paid:
___________________________________________________________________
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________
3) Filing Party:
___________________________________________________________________
4) Date Filed:
___________________________________________________________________
Filed by Rite Aid Corporation Pursuant to Rule 14a-6(b)
Under the Securities Exchange Act of 1934
On December 21, 2006, Rite Aid Corporation issued the following press
release announcing the company's financial results for its third quarter ended
December 2, 2006.
INVESTORS: MEDIA:
Kevin Twomey Karen Rugen
717-731-6540 717-730-7766
or investor@riteaid.com
FOR IMMEDIATE RELEASE
RITE AID ANNOUNCES THIRD QUARTER RESULTS
REPORTS THIRD QUARTER NET LOSS OF $.01 PER DILUTED SHARE
COMPARED TO NET LOSS OF $.02 PER DILUTED SHARE IN PRIOR YEAR
REPORTS THIRD QUARTER ADJUSTED EBITDA OF $160.8 MILLION
COMPARED TO ADJUSTED EBITDA OF $141.3 MILLION IN PRIOR YEAR
Confirms Fiscal 2007 Guidance
CAMP HILL, PA, December 21, 2006 - Rite Aid Corporation (NYSE: RAD) today
announced financial results for its third quarter ended December 2, 2006.
Revenues for the 13-week third quarter were $4.32 billion versus revenues of
$4.15 billion in the prior year third quarter. Revenues increased 4.2 percent.
Same store sales increased 3.4 percent during the third quarter as compared to
the year-ago like period, consisting of a 4.3 percent increase in pharmacy same
store sales and a 1.9 percent increase in front-end same store sales. The number
of prescriptions filled in comparable drugstores increased 2.3 percent.
Prescription sales accounted for 64.3 percent of total sales, and third party
prescription sales represented 95.5 percent of pharmacy sales.
Net income for the third quarter was $1.1 million but a loss of $.01 per diluted
share because of the negative impact of preferred stock dividends. This was an
improvement over last year's third quarter net loss of $5.2 million or $.02 per
diluted share. The improvement was primarily due to a $19.5 million increase in
adjusted EBITDA (which is reconciled to net income (loss) on the attached
table), partially offset primarily by a $4.7 million increase in depreciation
and amortization expense.
Adjusted EBITDA was $160.8 million or 3.7 percent of revenues for the third
quarter compared to $141.3 million or 3.4 percent of revenues for the like
period last year. The $19.5 million increase was primarily the result of
increased revenue and improvement in the ratio of expenses to revenue partially
offset by a decrease in the gross margin rate.
- MORE -
Rite Aid FY'07 Q3 Results Press Release - page 2
In the third quarter, the company opened 10 stores, relocated 13 stores, closed
3 stores and remodeled 4 stores. Stores in operation at the end of the quarter
totaled 3,322.
"We are pleased with our third quarter. A strong increase in pharmacy sales and
continued prescription count growth showed once again that our emphasis on
customer satisfaction and increased operational focus on pharmacy are delivering
results. Our team also continued to do a good job of controlling expenses," said
Mary Sammons, president and chief executive officer. "At the same time we
continued to improve our existing business, we also made tremendous progress on
our plans for the smooth integration of the Brooks and Eckerd drugstore chains
into Rite Aid."
On August 24, 2006, Rite Aid announced that it had entered into a definitive
agreement to acquire approximately 1,850 Brooks and Eckerd drugstores and six
distribution centers, primarily on the East Coast and in the Mid-Atlantic
states, from The Jean Coutu Group. The transaction, which is subject to review
under the Hart-Scott Rodino Act, Rite Aid stockholder approval and other
customary closing conditions, is expected to close shortly after the end of Rite
Aid's fourth quarter, which ends March 3, 2007.
Special Stockholder Meeting Set for January 18, 2007
----------------------------------------------------
Other events in the quarter included the company's announcement that the special
meeting of Rite Aid stockholders in connection with the pending acquisition of
the Brooks and Eckerd chains will be held January 18, 2007. Among the proposals
to be voted on by stockholders is the issuance of 250 million shares of Rite Aid
common stock to The Jean Coutu Group as part of the purchase price.
Also during the quarter the company announced that as expected it had received a
request for additional information from the Federal Trade Commission (FTC) as
part of its regulatory review of the pending acquisition under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. Rite Aid said it is
currently in the process of responding to what is commonly called the second
request.
"This acquisition is a unique opportunity for Rite Aid and for our stockholders,
and we encourage all that are eligible as of the record date to vote," Sammons
said. "The acquisition will significantly expand the size of our company with
good stores in attractive locations and give us the scale we need to compete
more effectively. Greater scale will make Rite Aid better able to take advantage
of the many opportunities for growth in our industry as well as better enable us
to withstand both industry and competitive challenges to our business."
Company Confirms Fiscal 2007 Guidance
-------------------------------------
Rite Aid confirmed its fiscal 2007 guidance for sales, same store sales, net
income (loss), adjusted EBITDA and capital expenditures. Sales are expected to
be between $17.40 billion and $17.65 billion, with same store sales expected to
improve 2 percent to 4 percent over fiscal 2006. Net income (loss) for fiscal
2007 is expected to be between a net loss of $5 million and net income of $40
million or a loss per diluted share of $.07 to net income per diluted share of
$.02. Adjusted EBITDA (which is reconciled to net income (loss) on the attached
table) is expected to be between $650 million and $725 million. Capital
expenditures, excluding proceeds from sale and leaseback transactions, are
expected to be between $450 million and $500 million. Proceeds from sale and
leaseback transactions are expected to be between $50 million and $100 million.
- MORE -
Rite Aid FY'07 Q3 Results Press Release - page 3
Conference Call Broadcast
-------------------------
Rite Aid will hold an analyst call at 10:30 a.m. Eastern time today with remarks
by Rite Aid's management team. The call will be simulcast via the internet and
can be accessed through the websites www.riteaid.com in the conference call
section of investor information and www.StreetEvents.com. A playback of the call
will be available on both sites starting at 2 p.m. Eastern Time today. A
playback of the call will also be available by telephone for 48 hours beginning
at 2 p.m. Eastern time today until 2 p.m. Eastern time on December 23. The
playback number is 1-800-642-1687 from within the U.S. and Canada or
1-706-645-9291 from outside the U.S. and Canada with the seven-digit reservation
number 4438396.
Rite Aid Corporation is one of the nation's leading drugstore chains with
annual revenues of $17.3 billion and more than 3,300 stores in 27 states and
the District of Columbia. Information about Rite Aid, including corporate
background and press releases, is available through the company's website at
www.riteaid.com.
This press release may contain forward-looking statements, which are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements.
Factors that could cause actual results to differ materially from those
expressed or implied in such forward-looking statements include our high level
of indebtedness, our ability to make interest and principal payments on our debt
and satisfy the other covenants contained in our senior secured credit facility
and other debt agreements, our ability to improve the operating performance of
our existing stores in accordance with our long term strategy, our ability to
hire and retain pharmacists and other store personnel, the efforts of private
and public third-party payors to reduce prescription drug reimbursements and
encourage mail order, competitive pricing pressures, continued consolidation of
the drugstore industry, changes in state or federal legislation or regulations,
the outcome of lawsuits and governmental investigations, general economic
conditions and inflation, interest rate movements, access to capital, the
ability of Rite Aid to consummate the transaction with Jean Coutu Group and
realize the benefits of such transaction and our ability to assume the senior
subordinated notes. Consequently, all of the forward-looking statements made in
this press release are qualified by these and other factors, risks and
uncertainties. Readers are also directed to consider other risks and
uncertainties discussed in documents filed by the Company with the Securities
and Exchange Commission. Forward-looking statements can be identified through
the use of words such as "may", "will", "intend", "plan", "project", "expect",
"anticipate", "could", "should", "would", "believe", "estimate", "contemplate",
and "possible".
See the 8-K furnished to the Securities and Exchange Commission on December 21,
2006 for definition, purpose and reconciliation of a non-GAAP financial measure
referred to herein to the most comparable GAAP financial measure.
Additional Information and Where to Find It
Rite Aid has filed with the Securities and Exchange Commission a proxy statement
in connection with the proposed transaction with the Jean Coutu Group. The proxy
statement has been mailed to the stockholders of Rite Aid. STOCKHOLDERS OF RITE
AID ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION. Such proxy statement and other relevant documents may also be
obtained, free of charge, on the Securities and Exchange Commission's website
(http://www.sec.gov) or by contacting our Secretary, Rite Aid Corporation, 30
Hunter Lane, Camp Hill, Pennsylvania 17011.
- MORE -
Rite Aid FY'07 Q3 Results Press Release - page 4
Participants in the Solicitation
Rite Aid and certain persons may be deemed to be participants in the
solicitation of proxies relating to the proposed transaction. The participants
in such solicitation may include Rite Aid's executive officers and directors.
Further information regarding persons who may be deemed participants is
available in Rite Aid's proxy statement filed with the Securities and Exchange
Commission in connection with the transaction.
###
[BALANCE SHEET]
RITE AID CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(unaudited)
December 2, 2006 March 4, 2006
--------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 148,397 $ 76,067
Accounts receivable, net 321,821 354,949
Inventories, net 2,468,422 2,341,410
Prepaid expenses and other current assets 113,248 112,386
--------- ---------
Total current assets 3,051,888 2,884,812
Property, plant and equipment, net 1,697,347 1,717,022
Goodwill 656,037 656,037
Other intangibles, net 185,312 193,228
Deferred tax assets 1,387,412 1,392,889
Other assets 154,221 144,383
---------- ----------
Total assets $7,132,217 $6,988,371
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of convertible notes, long-term debt
and lease financing obligations $ 197,603 $ 584,196
Accounts payable 923,796 862,192
Accrued salaries, wages and other current liabilities 715,496 696,936
----------- -----------
Total current liabilities 1,836,895 2,143,324
Long-term debt, less current maturities 2,784,954 2,298,706
Lease financing obligations, less current maturities 164,653 168,544
Other noncurrent liabilities 720,440 770,876
----------- -----------
Total liabilities 5,506,942 5,381,450
Commitments and contingencies
Stockholders' equity:
Preferred stock - Series E 120,000 120,000
Preferred stock - Series G 127,683 121,207
Preferred stock - Series H 125,503 120,020
Preferred stock - Series I 116,415 116,074
Common stock 532,331 527,667
Additional paid-in capital 3,104,658 3,114,997
Accumulated deficit (2,477,294) (2,489,023)
Accumulated other comprehensive loss (24,021) (24,021)
----------- -----------
Total stockholders' equity 1,625,275 1,606,921
----------- -----------
Total liabilities and stockholders' equity $ 7,132,217 $ 6,988,371
=========== ===========
[IS- 13 WEEKS]
RITE AID CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(unaudited)
Thirteen Weeks Thirteen Weeks
ended ended
December 2, November 26,
2006 2005
--------------- --------------
Revenues $ 4,320,208 $ 4,145,683
Costs and expenses:
Cost of goods sold 3,166,165 3,023,739
Selling, general and administrative expenses 1,079,509 1,060,054
Store closing and impairment charges 5,119 2,652
Interest expense 68,184 66,909
Gain on sale of assets and investments, net (48) (1,372)
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4,318,929 4,151,982
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Income (loss) before income taxes 1,279 (6,299)
Income tax expense (benefit) 175 (1,079)
----------- -----------
Net income (loss) $ 1,104 $ (5,220)
=========== ===========
Basic and diluted loss per share:
Numerator for loss per share:
Net income (loss) $ 1,104 $ (5,220)
Accretion of redeemable preferred stock (26) (26)
Cumulative preferred stock dividends (7,897) (7,254)
----------- -----------
Loss attributable to common stockholders - basic and diluted $ (6,819) $ (12,500)
=========== ===========
Denominator:
Basic and diluted weighted average shares 524,556 525,349
Basic and diluted loss per share $ (0.01) $ (0.02)
[IS-39WEEKS]
RITE AID CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(unaudited)
Thirty-nine Weeks Thirty-nine Weeks
ended December 2, ended November 26,
2006 2005
------------ ------------
Revenues $ 12,945,650 $ 12,499,642
Costs and expenses:
Cost of goods sold 9,456,572 9,075,083
Selling, general and administrative expenses 3,247,208 3,150,392
Store closing and impairment charges 24,153 26,305
Interest expense 205,703 205,273
Loss on debt modifications and retirements, net -- 9,186
Gain on sale of assets and investments, net (1,403) (3,865)
------------ ------------
12,932,233 12,462,374
------------ ------------
Income before income taxes 13,417 37,268
Income tax expense 1,688 10,635
------------ ------------
Net income $ 11,729 $ 26,633
============ ============
Basic and diluted loss per share:
Numerator for loss per share:
Net income $ 11,729 $ 26,633
Premium to redeem preferred stock -- (5,883)
Accretion of redeemable preferred stock (77) (77)
Cumulative preferred stock dividends (23,494) (25,020)
------------ ------------
Loss attributable to common stockholders - basic and diluted $ (11,842) $ (4,347)
============ ============
Denominator:
Basic and diluted weighted average shares 523,465 523,296
Basic and diluted loss per share $ (0.02) $ (0.01)
[EBITDA-13 WEEKS]
RITE AID CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
Thirteen Weeks Thirteen Weeks
ended December 2, ended November
2006 26, 2005
------------------- ----------------
Reconciliation of net income (loss) to adjusted EBITDA:
Net income (loss) $ 1,104 $ (5,220)
Adjustments:
Interest expense 68,184 66,909
Recurring income tax expense (benefit) 175 (1,079)
Depreciation and amortization 67,808 63,114
LIFO charges (a) 8,946 7,612
Store closing and impairment charges 5,119 2,652
Stock-based compensation expense 7,245 6,054
Gain on sale of assets and investments, net (48) (1,372)
Litigation settlements, net (b) (1,294) (701)
Legal and accounting expenses (c) 448 65
Incremental acquisition costs (d) 687 -
Closed store liquidation expense (e) 1,540 2,609
Other 849 656
------------------- -----------------
Adjusted EBITDA $ 160,763 $ 141,299
=================== =================
Percent of revenues 3.72% 3.41%
Notes:
(a) Represents non-cash charges to value our inventories under
the last-in first-out ("LIFO") method.
(b) Represents net impact of non-recurring litigation.
(c) Charges consist primarily of fees paid for legal services
related to defending against litigation related to prior
management's business practices and to defend prior
management.
(d) Represents incremental costs related to the acquisition of
Jean Coutu USA.
(e) Represents costs to liquidate inventory at stores that are
in the process of closing.
[EBITDA-39 WEEKS]
RITE AID CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
(In thousands)
Thirty-nine Weeks Thirty-nine Weeks
ended December 2, ended November
2006 26, 2005
----------------- -----------------
Reconciliation of net income to adjusted EBITDA:
Net income $ 11,729 $ 26,633
Adjustments:
Interest expense 205,703 205,273
Recurring income tax expense 1,688 18,483
Income tax benefit from favorable tax settlement - (7,848)
Depreciation and amortization 201,228 184,740
LIFO charges (a) 26,838 22,837
Store closing and impairment charges 24,153 26,305
Stock-based compensation expense 15,851 15,219
Gain on sale of assets and investments, net (1,403) (3,865)
Loss on debt modifications and retirements, net (b) - 9,186
Litigation settlements, net (c) (1,294) (13,145)
Legal and accounting expenses (d) 750 2,301
Incremental acquisition costs (e) 742 -
Closed store liquidation expense (f) 7,171 6,213
Other 2,721 1,858
----------------- -----------------
Adjusted EBITDA $ 495,877 $ 494,190
================= =================
Percent of revenues 3.83% 3.95%
Notes:
(a) Represents non-cash charges to value our inventories under
the last-in first-out ("LIFO") method.
(b) Represents loss related to debt modifications and
retirements, net
(c) Represents net impact of non-recurring litigation.
(d) Charges consist primarily of fees paid for legal services
related to defending against litigation related to prior
management's business practices and to defend prior
management.
(e) Represents incremental costs related to the acquisition of
Jean Coutu USA.
(f) Represents costs to liquidate inventory at stores that are
in the process of closing.
[CASH FLOW-13 WEEKS]
RITE AID CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
Thirteen Weeks Thirteen Weeks
ended ended
December 2, November 26,
2006 2005
------------- -------------
OPERATING ACTIVITIES:
Net income (loss) $ 1,104 $ (5,220)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization 67,808 63,114
Store closing and impairment charges 5,119 2,652
LIFO charges 8,946 7,612
Gain on sale of assets and investments, net (48) (1,372)
Stock-based compensation expense 7,245 6,054
Changes in deferred taxes 1,068 (1,253)
Changes in operating assets and liabilities:
Net proceeds from accounts receivable securitization 45,000 55,000
Accounts receivable (14,165) (26,303)
Inventories (53,074) (130,109)
Prepaid expenses and other current assets (2,016) (2,206)
Other assets (9,142) (95)
Income taxes receivable/payable (1,255) 375
Accounts payable (22,539) 47,511
Other liabilities 10,754 7,112
--------- ---------
Net cash provided by operating activities 44,805 22,872
INVESTING ACTIVITIES:
Expenditures for property, plant and equipment (86,814) (97,439)
Intangible assets acquired (6,032) (11,269)
Proceeds from sale-leaseback transactions 202 24,603
Proceeds from dispositions of assets and investments 2,548 8,034
--------- ---------
Net cash used in investing activities (90,096) (76,071)
FINANCING ACTIVITIES:
Net proceeds from revolver 340,000 496,000
Principal payments on bank credit facilities -- (446,625)
Proceeds from issuance of bank term debt 145,000 --
Principal payments on long-term debt (394,715) (2,429)
Change in zero balance cash accounts 10,517 24,921
Excess tax deduction on stock options 323 --
Net proceeds from the issuance of common stock 1,795 1,380
Net proceeds from the issuance of preferred stock -- 5,335
Payments for preferred stock (3,845) (3,458)
Deferred financing costs (2,019) (6,889)
--------- ---------
Net cash provided by financing activities 97,056 68,235
--------- ---------
Increase in cash and cash equivalents 51,765 15,036
Cash and cash equivalents, beginning of period 96,632 90,094
--------- ---------
Cash and cash equivalents, end of period $ 148,397 $ 105,130
========= =========
[CASH FLOW-39 WEEKS]
RITE AID CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
Thirty-nine Thirty-nine
Weeks ended Weeks ended
December 2, November 26,
2006 2005
----------- ------------
OPERATING ACTIVITIES:
Net income $ 11,729 $ 26,633
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization 201,228 184,740
Store closing and impairment charges 24,153 26,305
LIFO charges 26,838 22,837
Gain on sale of assets and investments, net (1,403) (3,865)
Stock-based compensation expense 15,851 15,219
Loss on debt modifications and retirements, net -- 9,186
Changes in deferred taxes 5,302 13,582
Changes in operating assets and liabilities:
Net proceeds from accounts receivable securitization 40,000 195,000
Accounts receivable (6,871) (20,247)
Inventories (153,850) (198,405)
Prepaid expenses and other current assets (686) (12,578)
Other assets (7,652) 3,793
Income taxes receivable/payable (7,279) 1,018
Accounts payable 54,343 111,363
Other liabilities (18,958) (37,823)
--------- ---------
Net cash provided by operating activities 182,745 336,758
INVESTING ACTIVITIES:
Expenditures for property, plant and equipment (224,008) (191,184)
Intangible assets acquired (23,813) (34,599)
Proceeds from sale-leaseback transactions 31,682 72,505
Proceeds from dispositions of assets and investments 7,714 21,096
--------- ---------
Net cash used in investing activities (208,425) (132,182)
FINANCING ACTIVITIES:
Net proceeds from revolver 341,000 530,000
Principal payments on bank credit facilities -- (448,875)
Proceeds from issuance of bank term debt 145,000 --
Proceeds from financing secured by owned property 11,072 5,352
Principal payments on long-term debt (399,885) (336,437)
Change in zero balance cash accounts 9,642 5,251
Excess tax deduction on stock options 434 --
Net proceeds from the issuance of common stock 4,301 5,490
Net proceeds from the issuance of preferred stock -- 116,885
Payments for the redemption of preferred stock -- (123,533)
Payments for preferred stock dividends (11,535) (9,244)
Deferred financing costs paid (2,019) (7,156)
--------- ---------
Net cash provided by (used in) financing activities 98,010 (262,267)
--------- ---------
Increase (decrease) in cash and cash equivalents 72,330 (57,691)
Cash and cash equivalents, beginning of period 76,067 162,821
--------- ---------
Cash and cash equivalents, end of period $ 148,397 $ 105,130
========= =========
[GUIDANCE]
RITE AID CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
RECONCILIATION OF NET (LOSS) INCOME GUIDANCE TO ADJUSTED EBITDA GUIDANCE
(In thousands)
Guidance Range
--------------------------------
Low High
--------------------------------
Year Ending Year Ending
March 3, March 3,
2007 2007
------------- -------------
Reconciliation of net (loss) income to adjusted EBITDA:
Net (loss) income $ (5,000) $ 40,000
Adjustments:
Interest expense 280,000 280,000
Income tax (benefit) expense, net (5,000) 15,000
Depreciation and amortization 275,000 275,000
LIFO charge 30,000 35,000
Store closing, liquidation, and impairment charges 50,000 55,000
Stock-based compensation expense 25,000 25,000
------------- -------------
Adjusted EBITDA $ 650,000 $ 725,000
============ =============
Diluted (loss) income per share $ (0.07) $ 0.02