form8k.htm
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): March 17, 2008 (March 17,
2008)
|
RITE
AID CORPORATION
|
|
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
Delaware
|
1-5742
|
23-1614034
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
|
|
|
|
|
|
|
30
Hunter Lane, Camp Hill, Pennsylvania
|
17011
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code
|
(717)
761-2633
|
|
None
|
|
(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))
ITEM
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On
March 17, 2008, we announced that our net loss and diluted loss per share for
fiscal 2008 will be greater than previously issued guidance and reaffirmed our
guidance for Adjusted EBITDA and capital expenditures for fiscal 2008. The
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The announcement includes a non-GAAP financial measure, "Adjusted
EBITDA." We define as Adjusted EBITDA net income (loss) from operations
excluding the impact of income taxes, interest expense, depreciation and
amortization, LIFO adjustments, charges or credits for store closing and
impairment, inventory write-downs related to closed stores, stock-based
compensation expense, debt modifications and retirements, litigation proceeds,
litigation expense, expense of the defense against litigation related to prior
managements' business practices and the defense of prior management, sales of
assets and investments, and non-recurring items. We reference this non-GAAP
financial measure frequently in our decision-making because it provides
supplemental information that facilitates internal comparisons to historical
operating performance of prior periods and external comparisons to competitors'
historical operating performance. In addition, incentive compensation is based
on Adjusted EBITDA and we base our forward-looking estimates on Adjusted EBITDA
to facilitate quantification of planned business activities and enhance
subsequent follow-up with comparisons of actual to planned Adjusted EBITDA. We
included this non-GAAP financial measure in order to provide transparency to
investors and enable investors to better compare our operating performance with
the operating performance of our competitors.
ITEM
8.01. OTHER EVENTS.
We
announced today that in compliance with Statement of Financial Accounting
Standards (SFAS No. 109), we expect to record a non-cash income tax expense
in our fourth quarter ended March 1, 2008, related to a valuation allowance
on our deferred tax assets.
The
valuation allowance will be reflected as a reduction of our deferred tax assets
and relates to the U.S. GAAP requirements for companies that have a cumulative
pre-tax loss in recent years. We expect to be able to use our deferred tax
assets when we generate pre-tax profits in the future.
We
will report our fiscal 2008 fourth quarter and year-end results on April 10,
2008. We expect the valuation allowance to negatively impact net loss
by $800 million to $1.0 billion or loss per diluted share by $1.11 to
$1.38, and as a result, net loss and net loss per share will be greater than
previously issued guidance. The exact amount of the non-cash tax charge has not
been finalized given the technical nature of the U.S. GAAP accounting
requirements.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits.
99.1
Registrant's Press Release, dated March 17, 2008, furnished herein
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:
March 17, 2008
|
|
By:
|
/s/
Kevin J. Twomey
|
|
|
|
|
Name:
|
Kevin
J. Twomey
|
|
|
|
|
Title:
|
Executive
Vice President and
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
99.1
|
Registrant's
Press Release dated March 17,
2008
|