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)
September 26, 2003 (September 25, 2003)
RITE AID CORPORATION
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5742 23-1614034
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Registrant's Press Release, dated September 25, 2003.
99.2 Transcript of teleconference call held on September 25, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On September 25, 2003, we announced our financial position and results of
operations as of and for the thirteen week and twenty-six week periods ended
August 30, 2003. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. On September 25, 2003, we hosted a
teleconference call to discuss 2nd quarter 2003 earnings. Attached as exhibit
99.2, and incorporated herein by reference, is a transcript of the
teleconference call.
The announcement and transcript includes a non-GAAP financial measure, "Adjusted
EBITDA."
Adjusted EBITDA represents 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, share of
loss from equity investments, 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 include this non-GAAP financial measure in
our earnings announcement and teleconference call in order to provide
transparency to investors and enable investors to compare our operating
performance with the operating performance of our competitors.
The information furnished pursuant to this Current Report on Form 8-K (including
the exhibits hereto) shall not be considered "filed" under the Securities
Exchange Act of 1934, as amended, nor shall it be incorporated by reference into
future filings by the Company under the Securities Act of 1933, as amended or
under the Securities Exchange Act of 1934, as amended, unless the Company
expressly sets forth in such future filing that such information is to be
considered "filed" or incorporated by reference therein.
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: September 26, 2003 By: /s/Robert B. Sari
------------------------------------
Name: Robert B. Sari
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Registrant's Press Release dated September 25, 2003.
99.2 Transcript of teleconference call held on September 25, 2003.