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) April 8, 2004
(February 28, 2004)
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 April 8, 2004.
Item 12. Results of Operations and Financial Condition.
On April 8, 2004, we announced our financial position and results of
operations as of and for the thirteen and fifty-two week periods ended
February 28, 2004. 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 this Current Report on Form 8-K
(including the exhibit 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: April 8, 2004 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 April 8, 2004.