SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
January 6, 2004 (December 29, 2003)
RITE AID CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5742 23-1614034
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (717) 761-2633
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None
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED REGULATION FD DISCLOSURE
On December 29, 2003, we received notification from the Congressional Joint
Committee on Taxation that the Internal Revenue Service had completed its
examination of our federal tax returns for fiscal years 1996 through 2000, and
concluded on the results. This conclusion resulted in the recording of an
income tax benefit of $51.1 million in the thirteen week period ended November
29, 2003. This benefit represents recoverable income taxes of $17.7 million,
plus an estimate of recoverable interest and a reduction of previously recorded
income tax liabilities. The recording of this benefit in the thirteen week
period ended November 29, 2003, will result in net income for the period of
$73.6 million, and diluted earnings per common share of $0.12.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Registrant's Press Release, dated January 6, 2004.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On December 18, 2003 we issued a press release and furnished the SEC a Current
Report on Form 8-K announcing our financial position and results of operations
as of and for the thirteen and thirty-nine week periods ended November 29,
2003. The events described in Item 5 above impact the previously announced
results. The attached press release charts are a revision of the charts
furnished under Item 12 of Form 8-K on December 18, 2003. These charts present
the balance sheets and operating statements as of and for the thirteen and
thirty nine weeks ended November 29, 2003, reconciliations of net income (loss)
to Adjusted EBITDA, and guidance for the remainder of Fiscal 2004 updated for
the events described in Item 5 on this Form 8-K. 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."
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 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 Item 12 of this Current Report on Form
8-K (including the exhibit filed pursuant to Item 7 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: January 6, 2004 By: /s/Robert B. Sari
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Name: Robert B. Sari
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Registrant's Press Release dated January 6, 2004.