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UNITED STATES

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 24, 2020

 

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 Number)

 

30 Hunter Lane, Camp Hill, Pennsylvania 17011

(Address of principal executive offices, including zip code)

 

(717) 761-2633

(Registrant’s telephone number, including area code)

 

N/A

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, $1.00 par value   RAD   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ¨

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On September 24, 2020, Rite Aid Corporation (the “Company”) reported its financial position and results of operations as of and for the thirteen and twenty-six week periods ended August 29, 2020. The press release includes the non-GAAP financial measures, “Adjusted EBITDA,” “Adjusted Net Income (Loss)” and “Adjusted Net Income (Loss) per Diluted Share.” The Company uses these non-GAAP measures in assessing its performance in addition to net income, the most directly comparable GAAP financial measure. Reconciliations of Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share to net income (loss) and net income (loss) per diluted share, the most directly comparable GAAP financial measures, are included in the press release, which is furnished as Exhibit 99.1 hereto.

 

The Company believes Adjusted EBITDA serves as an appropriate measure in evaluating the performance of its business and helps its investors better compare the Company’s operating performance with its competitors. The Company defines Adjusted EBITDA as net income (loss) excluding the impact of income taxes, interest expense, depreciation and amortization, LIFO adjustments, charges or credits for facility closing and impairment, goodwill and intangible asset impairment charges, inventory write-downs related to store closings, gains or losses on debt retirements and modifications, the Walgreens Boot Alliance, Inc. (“WBA”) merger termination fee, and other items (including stock-based compensation expense, merger and acquisition-related costs, a non-recurring litigation settlement, severance, restructuring-related costs and costs related to facility closures and gain or loss on sale of assets). The Company references this non-GAAP financial measure frequently in its decision-making because it provides supplemental information that facilitates internal comparisons to historical periods and external comparisons to competitors. In addition, incentive compensation is based in part on Adjusted EBITDA and the Company bases certain of its forward-looking estimates and budgets on Adjusted EBITDA.

 

The Company defines Adjusted Net Income (Loss) as net income (loss) excluding amortization expense, merger and acquisition-related costs, a non-recurring litigation settlement, gains or losses on debt retirements and modifications, LIFO adjustments, goodwill and intangible asset impairment charges, restructuring-related costs and the WBA merger termination fee. The Company calculates Adjusted Net Income (Loss) per Diluted Share using the Company’s above-referenced definition of Adjusted Net Income (Loss). The Company believes Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share serve as appropriate measures to be used in evaluating the performance of its business and help its investors better compare the Company’s operating performance over multiple periods.

 

In addition, the add back of LIFO (credit) charge when calculating Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share removes the entire impact of LIFO (credits) charges, and effectively reflects Rite Aid’s results as if the Company was on a FIFO inventory basis.

 

Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share should not be considered in isolation from, and are not intended to represent alternative measures of, operating results or of cash flows from operating activities, as determined in accordance with GAAP. The Company’s definitions of Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share may not be comparable to similarly titled measurements reported by other companies or similar terms in the Company’s debt facilities.

  

  

 

 

In addition, a copy of the Company’s Earnings Release Supplement for the second quarter of fiscal 2021 is being furnished as Exhibit 99.2 to this Form 8-K.

 

The information (including Exhibits 99.1 and 99.2) being furnished pursuant to this “Item 2.02. Results of Operations and Financial Condition” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act regardless of any general incorporation language in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release, dated September 24, 2020.
99.2 Second Quarter Fiscal 2021 Supplemental Information.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

  

 

 

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 24, 2020 By:   /s/ Matthew C. Schroeder
    Name: Matthew C. Schroeder
    Title: Executive Vice President and Chief Financial Officer

  

  

 

 

Exhibit 99.1

 

 

Press Release

For Immediate Release

For Further Information Contact:

 

INVESTORS: MEDIA:
Trent Kruse Christopher Savarese
(717) 975-3710 (717) 975-5718
investor@riteaid.com Christopher.Savarese@riteaid.com

 

Rite Aid Corporation Reports Fiscal 2021 Second Quarter Results

 

·Revenues Increased 11.5 Percent – Driven by Growth in Both Retail Pharmacy and Pharmacy Services Segments

 

·Front-End Market Share Increased by 130 Basis Points in Dollars and 150 Basis Points in Unit Sales

 

·Net Loss from Continuing Operations Narrowed $65.5 Million to $13.2 Million, or $0.25 Per Share

 

·Adjusted EBITDA from Continuing Operations Increased $17.4 Million or 13% to $151.6 Million

 

·Company Issues Revised Fiscal 2021 Guidance

 

CAMP HILL, Pa. (September 24, 2020) - Rite Aid Corporation (NYSE: RAD) today reported operating results for its second fiscal quarter ended August 29, 2020.

 

For the second quarter, net loss from continuing operations narrowed $65.5 million to $13.2 million, or $0.25 loss per share. Adjusted net income from continuing operations increased $7.2 million to $13.5 million, or $0.25 earnings per share, and Adjusted EBITDA from continuing operations increased $17.4 million to $151.6 million, or 2.5 percent of revenues.

 

“We are pleased with our second quarter performance as we delivered another quarter of strong results while making solid progress on our bold, new RxEvolution strategy,” said Heyward Donigan, president and chief executive officer, Rite Aid. “Our retail pharmacists and associates have always been deeply committed to our communities, and they are doing a great job protecting our customers during a global pandemic. Thanks to them, Rite Aid continues to gain retail market share and increase both same store prescription count and front-end sales.”

 

“And at Elixir, our new leadership team is in place, and we are making progress on modernizing and integrating our many assets. We also officially launched our new Elixir brand and are focused on enhancing our curated solutions, products, clinical and digital capabilities. We grew membership in our Medicare Part D business and benefitted from strong expense control, especially as we continue to integrate Rite Aid and Elixir.”

 

“I am so proud of our 50,000 associates and how they are working together each and every day to deliver operational excellence and help our customers to not just get healthy, but get thriving. Together, we are building a strong foundation for sustainable growth and setting the stage to engage with consumers in ways never before seen in health care. A whole new Rite Aid is coming to life, and I’m excited to continue our journey to become a dominant mid-market PBM, unlock the value of our pharmacists and revitalize our retail and digital experiences.”

 

-More-

 

 

 

 

Consolidated Second Quarter Summary

 

(dollars in thousands)  Thirteen Week Period Ended   Twenty-six Week Period Ended 
   August 29, 2020   August 31, 2019   August 29, 2020   August 31, 2019 
Revenues from continuing operations  $5,981,970   $5,366,264   $12,009,346   $10,738,853 
Net loss from continuing operations   (13,197)   (78,705)   (85,899)   (178,044)
Adjusted EBITDA from continuing operations   151,603    134,190    258,995    244,537 

 

Revenues from continuing operations for the quarter were $5.98 billion compared to revenues from continuing operations of $5.37 billion in the prior year’s quarter. The increase in revenues was driven by growth at both the Retail Pharmacy and Pharmacy Services segments.

 

Net loss from continuing operations was $13.2 million, or $0.25 per share compared to last year’s second quarter net loss from continuing operations of $78.7 million, or $1.48 per share. The improvement in net loss is due primarily to an increase in Adjusted EBITDA, decreases in income tax and interest expense, a LIFO credit in the current quarter compared to a LIFO charge in the prior year second quarter, and a gain on debt modification in the current quarter. These benefits were partially offset by an increase in lease termination and impairment charges caused by the wind down of our RediClinic business in the current quarter.

 

Adjusted EBITDA from continuing operations was $151.6 million or 2.5% of revenues, compared to last year’s second quarter Adjusted EBITDA of $134.2 million or 2.5% of revenues. The improvement in Adjusted EBITDA was driven by increased revenues and a reduction in SG&A expenses.

 

Retail Pharmacy Segment

 

(dollars in thousands)  Thirteen Week Period Ended   Twenty-six Week Period Ended 
   August 29, 2020   August 31, 2019   August 29, 2020   August 31, 2019 
Revenues from continuing operations  $4,017,912   $3,848,104   $8,141,183   $7,712,912 
Adjusted EBITDA from continuing operations   122,340    92,673    185,322    176,681 

 

Retail Pharmacy Segment revenues from continuing operations increased 4.4 percent over the prior year quarter. Same store sales from continuing operations for the second quarter increased 3.5 percent over the prior year period, consisting of a 4.6 percent increase in front-end sales and a 2.3 percent increase in pharmacy sales. Front-end same store sales, excluding cigarettes and tobacco products, increased 6.1 percent, driven by increases across a number of categories. The company increased its front-end market share by 130 basis points in dollars and 150 basis points in unit sales1. The number of prescriptions filled in same stores, adjusted to 30-day equivalents, increased 2.6 percent over the prior year period driven by increases in maintenance prescriptions, supported by personalized Medication Therapy Management interventions and home deliveries, partially offset by a reduction in acute prescriptions of 4.9 percent.

 

Retail Pharmacy Segment Adjusted EBITDA from continuing operations was $122.3 million or 3.0 percent of revenues for the second quarter compared to last year’s second quarter Adjusted EBITDA from continuing operations of $92.7 million or 2.4 percent of revenues. The increase of $29.6 million is due to a reduction in SG&A expenses and increased gross profit. SG&A expenses were favorably impacted by changes to modernize our associate paid time off (PTO) plans along with strong expense control. These savings were partially offset by incremental costs associated with the COVID-19 pandemic and the absence of Transition Services Agreement income in the current quarter, as services under that agreement have been completed. Gross profit benefited from increased revenue, partially offset by continued pharmacy reimbursement rate pressures that were not fully offset by generic drug cost reductions.

 

1 – Source: IRI. Excludes tobacco, cigarettes, greeting cards and online sales. For drug store channel during Rite Aid’s second fiscal quarter.

 

-More-

 

 

 

 

Pharmacy Services Segment

 

(dollars in thousands)  Thirteen Week Period Ended   Twenty-six Week Period Ended 
   August 29, 2020   August 31, 2019   August 29, 2020   August 31, 2019 
Revenues from continuing operations  $2,038,378   $1,579,069   $4,015,624   $3,145,361 
Adjusted EBITDA from continuing operations   29,263    41,517    73,673    67,856 

 

Pharmacy Services Segment revenues were $2.0 billion, an increase of 29.1 percent compared to the prior year period. The increase in Pharmacy Services Segment revenues was due primarily to a membership increase of 259,000 in Medicare Part D.

 

Pharmacy Services Segment Adjusted EBITDA from continuing operations was $29.3 million or 1.4 percent of revenues for the second quarter compared to last year’s second quarter Adjusted EBITDA from continuing operations of $41.5 million or 2.6 percent of revenues. The decrease in Adjusted EBITDA of $12.3 million was primarily due to a reduction of $21.0 million in gross profit related to a change in rebate aggregator at our MedTrak subsidiary. The company anticipates that the new rebate aggregator contract will drive improved gross profit for the company and savings for its clients. The unfavorable gross profit reduction was partially offset by increased revenues, improved pharmacy network management and strong expense control.

 

Outlook for Fiscal 2021

 

Rite Aid Corporation is issuing revised fiscal 2021 guidance. The company’s guidance assumes strong demand for flu immunizations, continued improvement in pharmacy network management at Elixir and savings from our previously announced cost reduction initiatives, offset by continued reimbursement rate pressure and the impact of a less severe cough, cold and flu season on OTC sales and related prescriptions.

 

Rite Aid Corporation expects revenues to be between $23.5 billion and $24.0 billion in fiscal 2021 with same store sales expected to range from an increase of 3.0 percent to an increase of 4.0 percent over fiscal 2020.

 

Net loss is expected to be between $190 million and $140 million.

 

Adjusted EBITDA is expected to be between $475 million and $525 million.

 

Adjusted net (loss) income per share is expected to be between $(0.67) and $0.09.

 

Capital expenditures are expected to be approximately $275 million.

 

Free cash flow is expected to be between $110 million and $160 million.

 

-More-

 

 

 

 

Conference Call Broadcast

 

Rite Aid will hold an analyst call at 8:30 a.m. Eastern Time today with remarks by Rite Aid's management team. The call will be broadcast via the Internet at https://www.riteaid.com/corporate/investor-relations/presentations. The telephone replay will be available beginning at 12 p.m. Eastern Time today and ending at 11:59 p.m. Eastern Time on, Sept. 26, 2020. To access the replay of the call, telephone (800) 585-8367 or (416) 621-4642 and enter the seven-digit reservation number 6691435. The webcast replay of the call will also be available at https://www.riteaid.com/corporate/investor-relations/presentations starting at 12 p.m. Eastern Time today. The playback will be available until the company’s next conference call.

 

About Rite Aid Corporation

 

Rite Aid Corporation is on the front lines of delivering healthcare services and retail products to more than 1.6 million Americans daily. Our pharmacists are uniquely positioned to engage with customers and improve their health outcomes. We provide an array of whole being health products and services for the entire family through over 2,400 retail pharmacy locations across 18 states. Through Elixir, we provide pharmacy benefits and services to approximately 4 million members nationwide. For more information, www.riteaid.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Statements in this release that are not historical, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding Rite Aid's outlook and guidance for fiscal 2021, the ability to generate positive free cash flows in fiscal 2021; the continued impact of the recent global coronavirus (COVID-19) pandemic on Rite Aid’s business; and any assumptions underlying any of the foregoing. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," and "will" and variations of such words and similar expressions are intended to identify such forward-looking statements.

 

These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, but not limited to: the impact of COVID-19 on our workforce, operations, stores, expenses, and supply chain, and the operations of our customers, suppliers and business partners; our ability to successfully implement our new business strategy (including any delays and adjustments as a result of COVID-19) and improve the operating performance of our stores; our high level of indebtedness and our ability to satisfy our obligations and the other covenants contained in our debt agreements; general competitive, economic, industry, market, political (including healthcare reform) and regulatory conditions, civil unrest (including any resulting store closures, damage, or loss of inventory), as well as other factors specific to the markets in which we operate; the impact of private and public third-party payers continued reduction in prescription drug reimbursements and efforts to encourage mail order; our ability to manage expenses and our investments in working capital; our ability to achieve the benefits of our efforts to reduce the costs of our generic and other drugs; our ability to achieve cost savings and other benefits of our organizational restructuring within our anticipated timeframe, if at all; outcomes of legal and regulatory matters; and our ability to partner and have relationships with health plans and health systems.

 

These and other risks, assumptions and uncertainties are more fully described in Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K, in Item 1A (Risk Factors) of our Quarterly Report on Form 10-Q filed on July 2, 2020 and in other documents that we file or furnish with the Securities and Exchange Commission (the “SEC”), which you are encouraged to read. To the extent that COVID-19 adversely affects our business and financial results, it may also have the effect of heightening many of such risk factors.

 

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made.

 

-More-

 

 

 

 

The degree to which COVID-19 may adversely affect Rite Aid’s results and operations, including its ability to achieve its outlook for fiscal 2021 guidance, will depend on numerous evolving factors and future developments, which are highly uncertain, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact (such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns), including the reinstitution of more stringent regulations, and how quickly and to what extent normal economic and operating conditions can resume. As a result, the impact on Rite Aid’s financial and operating results cannot be reasonably estimated with specificity at this time, but the impact could be material. Rite Aid expressly disclaims any current intention to update publicly any forward-looking statement after the distribution of this release, whether as a result of new information, future events, changes in assumptions or otherwise.

 

Reconciliation of Non-GAAP Financial Measures

 

Rite Aid separately reports financial results on the basis of Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share and Adjusted EBITDA which are non-GAAP financial measures. See the attached tables for a reconciliation of Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share and Adjusted EBITDA to net income (loss), and net income (loss) per diluted share, which are the most directly comparable GAAP financial measures. Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share exclude amortization expense, merger and acquisition-related costs, non-recurring litigation settlement, gains and losses on debt retirements and modifications, LIFO adjustments, goodwill and intangible asset impairment charges, restructuring-related costs and the WBA merger termination fee.

 

Adjusted EBITDA is defined as net income (loss) excluding the impact of income taxes, interest expense, depreciation and amortization, LIFO adjustments, charges or credits for facility closing and impairment, goodwill and intangible asset impairment charges, inventory write-downs related to store closings, gains or losses on debt retirements and modifications, the WBA merger termination fee, and other items (including stock-based compensation expense, merger and acquisition-related costs, non-recurring litigation settlement, severance, restructuring-related costs and costs related to facility closures and gain or loss on sale of assets). The add back of LIFO (credit) charge when calculating Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share removes the entire impact of LIFO (credits) charges, and effectively reflects Rite Aid's results as if the company was on a FIFO inventory basis.

 

###

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS 

(Dollars in thousands)

(unaudited)

 

   August 29, 2020   February 29, 2020 
ASSETS        
Current assets:          
Cash and cash equivalents  $92,730   $218,180 
Accounts receivable, net   1,920,866    1,286,785 
Inventories, net of LIFO reserve of $518,824 and $539,640   1,937,953    1,921,604 
Prepaid expenses and other current assets   114,148    181,794 
Current assets held for sale   -    92,278 
Total current assets   4,065,697    3,700,641 
Property, plant and equipment, net   1,140,658    1,215,838 
Operating lease right-of-use assets   2,860,710    2,903,256 
Goodwill   1,108,136    1,108,136 
Other intangibles, net   305,730    359,491 
Deferred tax assets   16,680    16,680 
Other assets   122,588    148,327 
Total assets  $9,620,199   $9,452,369 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Current maturities of long-term debt and lease financing obligations  $6,902   $8,840 
Accounts payable   1,448,682    1,484,081 
Accrued salaries, wages and other current liabilities   637,610    746,318 
Current portion of operating lease liabilities   487,844    490,161 
Current liabilities held for sale   -    37,063 
Total current liabilities   2,581,038    2,766,463 
Long-term debt, less current maturities   3,506,708    3,077,268 
Long-term operating lease liabilities   2,657,891    2,710,347 
Lease financing obligations, less current maturities   17,935    19,326 
Other noncurrent liabilities   253,589    204,438 
Total liabilities   9,017,161    8,777,842 
           
Commitments and contingencies   -    - 
Stockholders' equity:          
Common stock   55,224    54,716 
Additional paid-in capital   5,893,590    5,890,903 
Accumulated deficit   (5,298,932)   (5,222,194)
Accumulated other comprehensive loss   (46,844)   (48,898)
Total stockholders' equity   603,038    674,527 
Total liabilities and stockholders' equity  $9,620,199   $9,452,369 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS 

(Dollars in thousands, except per share amounts) 

(unaudited)

 

   Thirteen weeks ended
August 29, 2020
   Thirteen weeks ended
August 31, 2019
 
Revenues  $5,981,970   $5,366,264 
Costs and expenses:          
Cost of revenues   4,821,625    4,221,825 
Selling, general and administrative expenses   1,116,142    1,135,530 
Lease termination and impairment charges   11,528    1,471 
Interest expense   50,007    60,102 
Gain on debt modification, net   (5,274)   - 
Loss (gain) on sale of assets, net   1,092    (1,587)
           
    5,995,120    5,417,341 
           
Loss from continuing operations before income taxes   (13,150)   (51,077)
Income tax expense   47    27,628 
Net loss from continuing operations   (13,197)   (78,705)
Net loss from discontinued operations, net of tax   -    (574)
Net loss  $(13,197)  $ (79,279)
           
           
           
Basic and diluted loss per share:          
           
Numerator for loss per share:          
Net loss from continuing operations attributable to common stockholders - basic and diluted  $(13,197)  $(78,705)
Net loss from discontinued operations attributable to common stockholders - basic and diluted   -    (574)
Loss attributable to common stockholders - basic and diluted  $(13,197)  $(79,279)
           
           
           
Denominator:          
Basic and diluted weighted average shares   53,573    53,041 
           
Basic and diluted loss per share          
Continuing operations  $(0.25)  $(1.48)
Discontinued operations  $-   $(0.01)
Net basic and diluted loss per share  $(0.25)  $(1.49)

 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

(unaudited)

 

   Twenty-six weeks ended
August 29, 2020
   Twenty-six weeks ended
August 31, 2019
 
Revenues  $12,009,346   $10,738,853 
Costs and expenses:          
Cost of revenues   9,650,682    8,467,691 
Selling, general and administrative expenses   2,313,289    2,298,182 
Lease termination and impairment charges   15,281    1,949 
Intangible asset impairment charges   29,852    - 
Interest expense   100,554    118,372 
Gain on debt modification, net   (5,274)   - 
Gain on sale of assets, net   (1,168)   (4,299)
           
    12,103,216    10,881,895 
           
Loss from continuing operations before income taxes   (93,870)   (143,042)
Income tax (benefit) expense   (7,971)   35,002 
Net loss from continuing operations   (85,899)   (178,044)
Net income (loss) from discontinued operations, net of tax   9,161    (894)
Net loss  $(76,738)  $(178,938)
           
           
           
Basic and diluted loss per share:          
           
Numerator for loss per share:          
Net loss from continuing operations attributable to common stockholders - basic and diluted  $(85,899)  $(178,044)
Net income (loss) from discontinued operations attributable to common stockholders - basic and diluted   9,161    (894)
Loss attributable to common stockholders - basic and diluted  $(76,738)  $(178,938)
           
           
           
Denominator:          
Basic and diluted weighted average shares   53,528    53,084 
           
Basic and diluted loss per share          
Continuing operations  $(1.60)  $(3.35)
Discontinued operations  $0.17   $(0.02)
Net basic and diluted loss per share  $(1.43)  $(3.37)

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

(unaudited)

 

   Thirteen weeks ended
August 29, 2020
   Thirteen weeks ended
August 31, 2019
 
OPERATING ACTIVITIES:          
Net loss  $(13,197)  $(79,279)
Net loss from discontinued operations, net of tax   -    (574)
Net loss from continuing operations  $(13,197)  $(78,705)
Adjustments to reconcile to net cash used in operating activities of continuing operations:          
Depreciation and amortization   87,117    83,044 
Lease termination and impairment charges   11,528    1,471 
LIFO (credit) charge   (8,750)   7,504 
Loss (gain) on sale of assets, net   1,092    (1,587)
Stock-based compensation expense   3,936    4,712 
Gain on debt modification, net   (5,274)   - 
Changes in deferred taxes   -    26,979 
Changes in operating assets and liabilities:          
Accounts receivable   (327,919)   (135,704)
Inventories   (39,174)   (100,536)
Accounts payable   (11,372)   (9,730)
Operating lease right-of-use assets and operating lease liabilities   (11,898)   46,875 
Other assets   (19,664)   (67,187)
Other liabilities   (24,747)   (55,935)
Net cash used in operating activities of continuing operations   (358,322)   (278,799)
INVESTING ACTIVITIES:          
Payments for property, plant and equipment   (34,626)   (43,079)
Intangible assets acquired   (11,857)   (7,498)
Proceeds from insured loss   12,500    - 
Proceeds from dispositions of assets and investments   3,155    3,765 
Proceeds from sale-leaseback transactions   8,461    - 
Net cash used in investing activities of continuing operations   (22,367)   (46,812)
FINANCING ACTIVITIES:          
Proceeds from issuance of long-term debt   849,918    - 
Net proceeds from revolver   408,000    250,000 
Principal payments on long-term debt   (1,054,884)   (1,671)
Change in zero balance cash accounts   (262)   18,325 
Payments for taxes related to net share settlement of equity awards   (2,002)   (791)
Financing fees paid for early debt redemption   (2,399)   - 
Deferred financing costs paid   (13,268)   (129)
Net cash provided by financing activities of continuing operations   185,103    265,734 
Cash flows from discontinued operations:          
Operating activities of discontinued operations   -    11,605 
Investing activities of discontinued operations   -    - 
Net cash provided by discontinued operations   -    11,605 
Decrease in cash and cash equivalents   (195,586)   (48,272)
Cash and cash equivalents, beginning of period   288,316    190,453 
Cash and cash equivalents, end of period  $92,730   $142,181 

 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)

 

   Twenty-six weeks ended
August 29, 2020
   Twenty-six weeks ended
August 31, 2019
 
OPERATING ACTIVITIES:          
Net loss  $(76,738)  $(178,938)
Net income (loss) from discontinued operations, net of tax   9,161    (894)
Net loss from continuing operations  $(85,899)  $(178,044)
Adjustments to reconcile to net cash used in operating activities of continuing operations:          
Depreciation and amortization   166,220    166,970 
Lease termination and impairment charges   15,281    1,949 
Intangible asset impairment charges   29,852    - 
LIFO (credit) charge   (20,816)   14,993 
Gain on sale of assets, net   (1,168)   (4,299)
Stock-based compensation expense   5,810    10,092 
Gain on debt modification, net   (5,274)   - 
Changes in deferred taxes   -    26,979 
Changes in operating assets and liabilities:          
Accounts receivable   (636,555)   (153,269)
Inventories   4,473    (111,990)
Accounts payable   1,948    (85,623)
Operating lease right-of-use assets and operating lease liabilities   (18,493)   34,982 
Other assets   79,513    (44,674)
Other liabilities   (11,484)   (8,104)
Net cash used in operating activities of continuing operations   (476,592)   (330,038)
INVESTING ACTIVITIES:          
Payments for property, plant and equipment   (63,085)   (84,060)
Intangible assets acquired   (22,572)   (15,708)
Proceeds from insured loss   12,500    - 
Proceeds from dispositions of assets and investments   5,910    4,423 
Proceeds from sale-leaseback transactions   8,461    - 
Net cash used in investing activities of continuing operations   (58,786)   (95,345)
FINANCING ACTIVITIES:          
Proceeds from issuance of long-term debt   849,918    - 
Net proceeds from revolver   650,000    375,000 
Principal payments on long-term debt   (1,056,182)   (3,451)
Change in zero balance cash accounts   (26,829)   54,712 
Payments for taxes related to net share settlement of equity awards   (2,101)   (986)
Financing fees paid for early debt redemption   (2,399)   - 
Deferred financing costs paid   (14,600)   (315)
Net cash provided by financing activities of continuing operations   397,807    424,960 
Cash flows from discontinued operations:          
Operating activities of discontinued operations   (82,189)   (2,272)
Investing activities of discontinued operations   94,310    523 
Net cash provided by (used in) discontinued operations   12,121    (1,749)
Decrease in cash and cash equivalents   (125,450)   (2,172)
Cash and cash equivalents, beginning of period   218,180    144,353 
Cash and cash equivalents, end of period  $92,730   $142,181 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

 

SUPPLEMENTAL SEGMENT OPERATING INFORMATION

(Dollars in thousands)

(unaudited)

 

   Thirteen weeks ended
August 29, 2020
   Thirteen weeks ended
August 31, 2019
 
Retail Pharmacy Segment          
Revenues from continuing operations (a)  $4,017,912   $3,848,104 
Cost of revenues from continuing operations (a)   2,955,999    2,815,660 
Gross profit from continuing operations   1,061,913    1,032,444 
LIFO (credit) charge from continuing operations   (8,750)   7,504 
FIFO gross profit from continuing operations   1,053,163    1,039,948 
Adjusted EBITDA gross profit from continuing operations   1,056,222    1,045,257 
           
Gross profit as a percentage of revenues - continuing operations   26.43%   26.83%
LIFO (credit) charge as a percentage of revenues - continuing operations   -0.22%   0.20%
FIFO gross profit as a percentage of revenues - continuing operations   26.21%   27.02%
Adjusted EBITDA gross profit as a percentage of revenues - continuing operations   26.29%   27.16%
           
Selling, general and administrative expenses from continuing operations   1,030,075    1,044,818 
Adjusted EBITDA selling, general and administrative expenses from continuing operations   933,882    952,584 
Selling, general and administrative expenses as a percentage of revenues - continuing operations   25.64%   27.15%
Adjusted EBITDA selling, general and administrative expenses as a percentage of revenues - continuing operations   23.24%   24.75%
           
Cash interest expense   46,767    56,304 
Non-cash interest expense   3,240    3,798 
Total interest expense   50,007    60,102 
Interest expense - continuing operations   50,007    60,102 
Interest expense - discontinued operations   -    - 
           
Adjusted EBITDA - continuing operations   122,340    92,673 
Adjusted EBITDA as a percentage of revenues - continuing operations   3.04%   2.41%
           
Pharmacy Services Segment          
Revenues (a)  $2,038,378   $1,579,069 
Cost of revenues (a)   1,939,946    1,467,074 
Gross profit   98,432    111,995 
           
Gross profit as a percentage of revenues   4.83%   7.09%
           
Adjusted EBITDA   29,263    41,517 
Adjusted EBITDA as a percentage of revenues   1.44%   2.63%

 

(a) - Revenues and cost of revenues include $74,320 and $60,909 of inter-segment activity for the thirteen weeks ended August 29, 2020 and August 31, 2019, respectively, that is eliminated in consolidation.

 

 

 

 

  

RITE AID CORPORATION AND SUBSIDIARIES

 

SUPPLEMENTAL SEGMENT OPERATING INFORMATION

(Dollars in thousands)

(unaudited)

 

    Twenty-six weeks ended August 29, 2020     Twenty-six weeks ended August 31, 2019  
Retail Pharmacy Segment                
Revenues from continuing operations (a)   $ 8,141,183     $ 7,712,912  
Cost of revenues from continuing operations (a)     5,997,734       5,649,973  
Gross profit from continuing operations     2,143,449       2,062,939  
LIFO (credit) charge from continuing operations     (20,816 )     14,993  
FIFO gross profit from continuing operations     2,122,633       2,077,932  
Adjusted EBITDA gross profit from continuing operations     2,154,649       2,085,520  
                 
Gross profit as a percentage of revenues - continuing operations     26.33 %     26.75 %
LIFO (credit) charge as a percentage of revenues - continuing operations     -0.26 %     0.19 %
FIFO gross profit as a percentage of revenues - continuing operations     26.07 %     26.94 %
Adjusted EBITDA gross profit as a percentage of revenues - continuing operations     26.47 %     27.04 %
                 
Selling, general and administrative expenses from continuing operations     2,139,051       2,116,143  
Adjusted EBITDA selling, general and administrative expenses from continuing operations     1,969,327       1,908,839  
Selling, general and administrative expenses as a percentage of revenues - continuing operations     26.27 %     27.44 %
Adjusted EBITDA selling, general and administrative expenses as a percentage of revenues - continuing operations     24.19 %     24.75 %
                 
Cash interest expense     94,135       110,914  
Non-cash interest expense     6,419       7,458  
Total interest expense     100,554       118,372  
Interest expense - continuing operations     100,554       118,372  
Interest expense - discontinued operations     -       -  
                 
Adjusted EBITDA - continuing operations     185,322       176,681  
Adjusted EBITDA as a percentage of revenues - continuing operations     2.28 %     2.29 %
                 
Pharmacy Services Segment                
Revenues (a)   $ 4,015,624     $ 3,145,361  
Cost of revenues (a)     3,800,409       2,937,138  
Gross profit     215,215       208,223  
                 
Gross profit as a percentage of revenues     5.36 %     6.62 %
                 
Adjusted EBITDA     73,673       67,856  
Adjusted EBITDA as a percentage of revenues     1.83 %     2.16 %

 

(a)- Revenues and cost of revenues include $147,461 and $119,420 of inter-segment activity for the twenty-six weeks ended August 29, 2020 and August 31, 2019 , respectively, that is eliminated in consolidation.

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(In thousands)

(unaudited)

 

   Thirteen weeks ended August 29, 2020   Thirteen weeks ended August 31, 2019 
Reconciliation of net loss to adjusted EBITDA:          
Net loss - continuing operations  $(13,197)  $(78,705)
Adjustments:          
Interest expense   50,007    60,102 
Income tax expense   47    27,628 
Depreciation and amortization   87,117    83,044 
LIFO (credit) charge   (8,750)   7,504 
Lease termination and impairment charges   11,528    1,471 
Gain on debt modification, net   (5,274)   - 
Merger and Acquisition-related costs   -    514 
Stock-based compensation expense   3,936    4,712 
Restructuring-related costs   23,186    25,145 
Inventory write-downs related to store closings   1,058    3,149 
Loss (gain) on sale of assets, net   1,092    (1,587)
Other   853    1,213 
Adjusted EBITDA - continuing operations  $151,603   $134,190 
Percent of revenues - continuing operations   2.53%   2.50%

 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(In thousands)

(unaudited)

 

   Twenty-six weeks ended
August 29, 2020
   Twenty-six weeks ended
August 31, 2019
 
Reconciliation of net loss to adjusted EBITDA:          
Net loss - continuing operations  $(85,899)  $(178,044)
Adjustments:          
Interest expense   100,554    118,372 
Income tax (benefit) expense   (7,971)   35,002 
Depreciation and amortization   166,220    166,970 
LIFO (credit) charge   (20,816)   14,993 
Lease termination and impairment charges   15,281    1,949 
Intangible asset impairment charges   29,852    - 
Gain on debt modification, net   (5,274)   - 
Merger and Acquisition-related costs   -    3,599 
Stock-based compensation expense   5,810    10,092 
Restructuring-related costs   58,921    68,495 
Inventory write-downs related to store closings   1,892    3,990 
Gain on sale of assets, net   (1,168)   (4,299)
Other   1,593    3,418 
Adjusted EBITDA - continuing operations  $258,995   $244,537 
Percent of revenues - continuing operations   2.16%   2.28%

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

ADJUSTED NET INCOME

(Dollars in thousands, except per share amounts)

(unaudited)

 

   Thirteen weeks ended
August 29, 2020
   Thirteen weeks ended
August 31, 2019
 
Net loss from continuing operations  $(13,197)  $(78,705)
Add back - Income tax expense   47    27,628 
Loss before income taxes - continuing operations   (13,150)   (51,077)
           
Adjustments:          
Amortization expense   22,695    26,596 
LIFO (credit) charge   (8,750)   7,504 
Gain on debt modification, net   (5,274)   - 
Merger and Acquisition-related costs   -    514 
Restructuring-related costs   23,186    25,145 
           
Adjusted income before income taxes - continuing operations   18,707    8,682 
           
Adjusted income tax expense (a)   5,171    2,394 
Adjusted net income from continuing operations  $13,536   $6,288 
           
Adjusted net income per diluted share - continuing operations:          
           
Numerator for adjusted net income per diluted share:          
Adjusted net income from continuing operations  $13,536   $6,288 
           
           
           
Denominator:          
Basic weighted average shares   53,573    53,041 
Outstanding options and restricted shares, net   842    651 
Diluted weighted average shares   54,415    53,692 
           
Net loss from continuing operations per diluted share - continuing operations  $(0.25)  $(1.48)
           
           
Adjusted net income per diluted share - continuing operations  $0.25   $0.12 

 

(a) The fiscal year 2021 and 2020 annual effective tax rates, calculated using a federal rate plus a net state rate that excluded the impact of state NOL's, state credits and valuation allowance, was used for the thirteen weeks ended August 29, 2020 and August 31, 2019, respectively. 

 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

ADJUSTED NET INCOME (LOSS)

(Dollars in thousands, except per share amounts)

(unaudited)

 

   Twenty-six weeks ended August 29, 2020   Twenty-six weeks ended August 31, 2019 
 Net loss from continuing operations  $(85,899)  $(178,044)
Add back - Income tax (benefit) expense   (7,971)   35,002 
Loss before income taxes - continuing operations   (93,870)   (143,042)
           
Adjustments:          
Amortization expense   47,115    54,256 
LIFO (credit) charge   (20,816)   14,993 
Intangible asset impairment charges   29,852    - 
Gain on debt modification, net   (5,274)   - 
Merger and Acquisition-related costs   -    3,599 
Restructuring-related costs   58,921    68,495 
           
Adjusted income (loss) before income taxes - continuing operations   15,928    (1,699)
           
Adjusted income tax expense (benefit) (a)   4,402    (468)
Adjusted net income (loss) from continuing operations  $11,526   $(1,231)
           
Adjusted net income (loss) per diluted share - continuing operations:          
           
Numerator for adjusted net income (loss) per diluted share:          
Adjusted net income (loss) from continuing operations  $11,526   $(1,231)
           
           
           
Denominator:          
Basic weighted average shares   53,528    53,084 
Outstanding options and restricted shares, net   775    - 
Diluted weighted average shares   54,303    53,084 
           
Net loss from continuing operations per diluted share - continuing operations  $(1.60)  $(3.35)
           
           
Adjusted net income (loss) per diluted share - continuing operations  $0.21   $(0.02)

 

(a) The fiscal year 2021 and 2020 annual effective tax rates, calculated using a federal rate plus a net state rate that excluded the impact of state NOL's, state credits and valuation allowance, was used for the twenty-six weeks ended August 29, 2020 and August 31, 2019, respectively.

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

RECONCILIATION OF ADJUSTED EBITDA GROSS PROFIT AND RECONCILIATION OF ADJUSTED EBITDA SELLING,

GENERAL AND ADMINISTRATIVE EXPENSES- RETAIL PHARMACY SEGMENT

(In thousands)

(unaudited)

 

   Thirteen weeks ended August 29, 2020   Thirteen weeks ended August 31, 2019 
Reconciliation of adjusted EBITDA gross profit:          
Revenues  $4,017,912   $3,848,104 
Gross Profit   1,061,913    1,032,444 
Addback:          
LIFO (credit) charge   (8,750)   7,504 
Depreciation and amortization (cost of goods sold portion only)   2,167    2,205 
Other   892    3,104 
Adjusted EBITDA gross profit - continuing operations  $1,056,222   $1,045,257 
Percent of revenues - continuing operations   26.29%   27.16%
           
           
           
Reconciliation of adjusted EBITDA selling, general and administrative expenses:          
Revenues  $4,017,912   $3,848,104 
Selling, general and administrative expenses   1,030,075    1,044,818 
Less:          
Depreciation and amortization (SG&A portion only)   70,884    64,975 
Stock-based compensation expense   3,631    4,432 
Merger and Acquisition-related costs   -    514 
Restructuring-related costs   20,441    21,055 
Other   1,237    1,258 
Adjusted EBITDA selling, general and administrative expenses - continuing operations  $933,882   $952,584 
Percent of revenues - continuing operations   23.24%   24.75%
           
           
           
Adjusted EBITDA - continuing operations  $122,340   $92,673 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

RECONCILIATION OF ADJUSTED EBITDA GROSS PROFIT AND RECONCILIATION OF ADJUSTED EBITDA SELLING,

GENERAL AND ADMINISTRATIVE EXPENSES- RETAIL PHARMACY SEGMENT

(In thousands)

(unaudited)

 

   Twenty-six weeks ended
August 29, 2020
   Twenty-six weeks ended
August 31, 2019
 
Reconciliation of adjusted EBITDA gross profit:          
Revenues  $8,141,183   $7,712,912 
Gross Profit   2,143,449    2,062,939 
Addback:          
LIFO (credit) charge   (20,816)   14,993 
Depreciation and amortization (cost of goods sold portion only)   4,830    4,468 
Restructuring-related costs - SKU optimization charges   25,763    - 
Other   1,423    3,120 
Adjusted EBITDA gross profit - continuing operations  $2,154,649   $2,085,520 
Percent of revenues - continuing operations   26.47%   27.04%
           
           
           
Reconciliation of adjusted EBITDA selling, general and administrative expenses:          
Revenues  $8,141,183   $7,712,912 
Selling, general and administrative expenses   2,139,051    2,116,143 
Less:          
Depreciation and amortization (SG&A portion only)   131,793    130,014 
Stock-based compensation expense   5,356    9,697 
Merger and Acquisition-related costs   -    2,828 
Restructuring-related costs   30,387    60,436 
Other   2,188    4,329 
Adjusted EBITDA selling, general and administrative expenses - continuing operations  $1,969,327   $1,908,839 
Percent of revenues - continuing operations   24.19%   24.75%
           
           
           
Adjusted EBITDA - continuing operations  $185,322   $176,681 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES 

SUPPLEMENTAL INFORMATION

RECONCILIATION OF NET LOSS GUIDANCE TO ADJUSTED EBITDA GUIDANCE

YEAR ENDING FEBRUARY 27, 2021

(In thousands)

(unaudited)

 

   Guidance Range 
   Low   High 
Total Revenues  $23,500,000   $24,000,000 
           
PBM Revenues  $7,550,000   $7,650,000 
           
Same store sales   3.00%   4.00%
           
Gross Capital Expenditures  $275,000   $275,000 
           
Reconciliation of net loss to adjusted EBITDA:          
Net loss  $(190,000)  $(140,000)
Adjustments:          
Interest expense   202,000    202,000 
Income tax benefit   (12,000)   (7,000)
Depreciation and amortization   338,000    338,000 
LIFO credit   (38,000)   (38,000)
Lease termination and impairment charges   53,000    53,000 
Intangible asset impairment charges   30,000    30,000 
Gain on debt modification, net   (5,300)   (5,300)
Restructuring-related costs   75,000    75,000 
Other   22,300    17,300 
Adjusted EBITDA  $475,000   $525,000 

 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

RECONCILIATION OF NET LOSS GUIDANCE TO ADJUSTED NET (LOSS) INCOME GUIDANCE

YEAR ENDING FEBRUARY 27, 2021

(In thousands)

(unaudited)

 

   Guidance Range 
   Low   High 
Net loss  $(190,000)  $(140,000)
Add back - income tax benefit   (12,000)   (7,000)
Loss before income taxes   (202,000)   (147,000)
           
Adjustments:          
Amortization expense   92,000    92,000 
LIFO credit   (38,000)   (38,000)
Intangible asset impairment charges   30,000    30,000 
Gain on debt modification, net   (5,300)   (5,300)
Restructuring-related costs   75,000    75,000 
           
Adjusted (loss) income before adjusted income taxes   (48,300)   6,700 
           
Adjusted income tax (benefit) expense   (12,000)   2,000 
Adjusted net (loss) income  $(36,300)  $4,700 
           
           
Diluted adjusted net (loss) income per share  $(0.67)  $0.09 

 

 

 

 

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

RECONCILIATION OF ADJUSTED EBITDA GUIDANCE TO FREE CASH FLOW

GUIDANCE

YEAR ENDING FEBRUARY 27, 2021

(In thousands)

(unaudited)

 

   Guidance Range 
   Low   High 
Adjusted EBITDA  $475,000   $525,000 
Cash interest expense   (189,000)   (189,000)
Restructuring-related costs   (75,000)   (75,000)
Closed store rent   (26,000)   (26,000)
Working capital benefit   200,000    200,000 
Cash flow from operations   385,000    435,000 
Gross capital expenditures   (275,000)   (275,000)
Free cash flow  $110,000   $160,000 

 

 

Exhibit 99.2

 

 

 

2 Cautionary Statement Regarding Forward Looking Statements Statements in this presentation that are not historical, are forward - looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 . Such statements include, but are not limited to, statements regarding Rite Aid Corporation’s (the “Company”) outlook and guidance for fiscal 2021 ; the ability to generate positive free cash flow in fiscal 2021 ; the continued impact of the recent global coronavirus ( COVID - 19 ) pandemic on the Company’s business ; and any assumptions underlying any of the foregoing . Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” and “will” and variations of such words and similar expressions are intended to identify such forward - looking statements . These forward - looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, but not limited to : the impact of COVID - 19 on the Company’s workforce, operations, stores, expenses and supply chain, and the operations of the Company’s customers, suppliers and business partners ; the Company’s ability to successfully implement its new business strategy (including any delays and adjustments as a result of COVID - 19 ) and improve the operating performance of its stores ; Company’s high level of indebtedness and its ability to satisfy its obligations and the other covenants contained in the Company’s debt agreements ; general competitive, economic, industry, market, political (including healthcare reform) and regulatory conditions, civil unrest (including any resulting store closures, damage, or loss of inventory), as well as other factors specific to the markets in which we operate ; the impact of private and public third - party payers continued reduction in prescription drug reimbursements and efforts to encourage mail order ; the Company’s ability to manage expenses and its investments in working capital ; the Company’s ability to achieve the benefits of the Company’s efforts to reduce the costs of its generic and other drugs ; the Company’s ability to achieve cost savings and other benefits of its organizational restructuring within the Company’s anticipated timeframe, if at all ; and outcomes of legal and regulatory matters ; the Company’s ability to partner and have relationships with health plans and health systems . These and other risks, assumptions and uncertainties are more fully described in Item 1 A (Risk Factors) of the Company’s most recent Annual Report on Form 10 - K, in Item 1 A (Risk Factors) of the Company’s Quarterly Report on Form 10 - Q filed on July 2 , 2020 and in other documents that it files or furnishes with the Securities and Exchange Commission (the “SEC”), which you are encouraged to read . To the extent that COVID - 19 adversely affects the Company’s business and financial results, it may also have the effect of heightening many of such risk factors . Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward - looking statements . Accordingly, you are cautioned not to place undue reliance on these forward - looking statements, which speak only as of the date they are made . The degree to which COVID - 19 may adversely affect the Company’s results and operations, including its ability to achieve its outlook for fiscal 2021 guidance, will depend on numerous evolving factors and future developments, which are highly uncertain, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact (including travel bans and restrictions, quarantines, shelter - in - place orders and shutdowns), and how quickly and to what extent normal economic and operating conditions can resume . As a result, the impact on the Company’s financial and operating results cannot be reasonably estimated with specificity at this time, but the impact could be material . The Company expressly disclaims any current intention to update publicly any forward - looking statement after the distribution of this presentation, whether as a result of new information, future events, changes in assumptions or otherwise .

 

 

3 The following presentation includes the non - GAAP financial measures, Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share, Adjusted EBITDA Gross Profit and Adjusted EBITDA SG&A . The Company defines Adjusted EBITDA as net income (loss) excluding the impact of income taxes, interest expense, depreciation and amortization, LIFO adjustments, charges or credits for facility closing and impairment, goodwill and intangible asset impairment charges, inventory write - downs related to store closings, gains or losses on debt retirements and modifications, the WBA merger termination fee, and other items (including stock - based compensation expense, merger and acquisition - related costs, a non - recurring litigation settlement, severance, restructuring - related costs and costs related to facility closures and gain or loss on sale of assets) . The presentation includes a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP financial measure . Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share exclude amortization expense, merger and acquisition - related costs, a non - recurring litigation settlement, gains or losses on debt retirements and modifications, LIFO adjustments, goodwill and intangible asset impairment charges, restructuring - related costs and the WBA merger termination fee . Additionally, the add back of LIFO (credit) charge when calculating Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share removes the entire impact of LIFO (credits) charges, and effectively reflects the Company’s results as if the Company was on a FIFO inventory basis . The presentation includes a reconciliation of Adjusted Net Income (Loss) to net income (loss), which is the most directly comparable GAAP financial measure . Adjusted EBITDA Gross Profit includes LIFO adjustments, depreciation and amortization (COGS portion only) and other items . The presentation includes a reconciliation of Adjusted EBITDA Gross Profit to Revenue, which is the most directly comparable GAAP financial measure . Adjusted EBITDA SG&A excludes depreciation and amortization (SG&A portion only), stock - based compensation expense, merger and acquisition - related costs, litigation settlement and other items . The presentation includes a reconciliation of Adjusted EBITDA SG&A to Revenue, which is the most directly comparable GAAP financial measure . Non - GAAP Financial Measures

 

 

 

 

$151.6 Adjusted EBITDA* 5 Q2 FY2021 at a Glance 2.6% Script count growth 6.1% Increase in FE same store sales (excluding tobacco ) 29% Increase in revenues at Elixir 11.5% Increase in revenues 130 Basis point increase in front - end dollar market share *Adjusted EBITDA reconciliation located in the Appendix

 

 

6 Key Second Quarter FY2021 Highlights Revenue increased 11.5% and Adjusted EBITDA increased $17.4 million to $151.6 million Retail Pharmacy: x Front end comparable sales increased 6.1% (excluding tobacco related products) x Pharmacy comparable sales increased 2.3% x Same store 30 - day equivalent prescription count grew 2.6% x Reduced SG&A expenses x Acute prescription declined 4.9%, but improved sequentially throughout the quarter Elixir: x Revenue increased 29.1% to $2.0 billion x Mail order revenue up 21%, and specialty revenue up 5% x Improved pharmacy network management x Reduced SG&A expenses performance Bond Exchange : Recently completed an exchange offer of $1.063 billion aggregate principal amount of outstanding 6.125% Senior Notes Due 2023 fo r a combination of newly issued $850 million of 8.0% Senior Secured Notes Due November 2026 and cash which significantly improves ou r maturity profile.

 

 

7 Continued progress on our key strategic pillars Becoming the dominant mid - market PBM Unlocking the value of our pharmacists Renewing our retail and digital experience

 

 

8 Becoming the dominant mid - market PBM • Launched new Elixir brand - expect to complete rebranding by year end • G rew Medicare Part D membership and drove SG&A expense savings through cost reduction initiatives and integration • Driving enhancements to all member - facing functions – call center, marketing, clinical & technology

 

 

9 • Positioning pharmacists to deliver comprehensive care by fusing traditional medicine and alternative remedies • 6,300 pharmacists in training for immunity, holistic care & new customer engagement tools • Empowering pharmacists to make informed product recommendations • Currently operating 300 COVID - 19 testing sites and have conducted more than 550,000 tests Unlocking the value of our pharmacists

 

 

10 • Using research to overhaul assortment for whole health needs of target consumers AND those they care for • Soft launched new brand on RiteAid.com & mobile app, with user experience enhancements that modernize the digital shopping experience • Well underway with new logo refresh inside & exterior of our stores – 200 stores completed Renewing our retail and digital experience

 

 

 

 

12 Total Revenues $23.5B – $24.0B Same Store Sales 3.0% - 4.0% Adjusted EBITDA $475M - $525M Net Loss $190M - $140M Adjusted net (loss)/income per share $(0.67) - $0.09 FY 2021 Guidance

 

 

($ in thousands) FY 2021 Guidance 13 Guidance Range Low High Total Revenues $ 23,500,000 $ 24,000,000 PBM Revenues $ 7,550,000 $ 7,650,000 Same store sales 3.00% 4.00% Gross Capital Expenditures $ 275,000 $ 275,000 Reconciliation of net loss to adjusted EBITDA: Net loss $ (190,000) $ (140,000) Adjustments: Interest expense 202,000 202,000 Income tax benefit (12,000) (7,000) Depreciation and amortization 338,000 338,000 LIFO credit (38,000) (38,000) Lease termination and impairment charges 53,000 53,000 Intangible asset impairment charges 30,000 30,000 Gain on debt modification, net (5,300) (5,300) Restructuring - related costs 75,000 75,000 Other 22,300 17,300 Adjusted EBITDA $ 475,000 $ 525,000

 

 

($ in thousands, except per share amounts) FY 2021 Guidance (cont.) 14 Guidance Range Low High Net loss $ (190,000) $ (140,000) Add back - income tax benefit (12,000) (7,000) Loss before income taxes (202,000) (147,000) Adjustments: Amortization expense 92,000 92,000 LIFO credit (38,000) (38,000) Intangible asset impairment charges 30,000 30,000 Gain on debt modification, net (5,300) (5,300) Restructuring - related costs 75,000 75,000 Adjusted (loss) income before adjusted income taxes (48,300) 6,700 Adjusted income tax (benefit) expense (12,000) 2,000 Adjusted net (loss) income $ (36,300) $ 4,700 Diluted adjusted net (loss) income per share $ (0.67) $ 0.09

 

 

($ in thousands) FY 2021 Guidance (cont.) 15 Guidance Range Low High Adjusted EBITDA $ 475,000 $ 525,000 Cash interest expense (189,000) (189,000) Restructuring - related costs (75,000) (75,000) Closed store rent (26,000) (26,000) Working capital benefit 200,000 200,000 Cash flow from operations 385,000 435,000 Gross capital expenditures (275,000) (275,000) Free cash flow $ 110,000 $ 160,000

 

 

 

 

($ in millions, except per share amounts) Q2 Fiscal 2021 Summary 17 Revenues $ 5,982.0 $ 5,366.3 Net Loss $ (13.2) $ (78.7) Net Loss per Diluted Share $ (0.25) $ (1.48) Adjusted Net Income per Diluted Share $ 0.25 $ 0.12 Adjusted EBITDA $ 151.6 2.53% $ 134.2 2.50% Note: Data on this slide and throughout the presentation is on a continuing operations basis. 13 Weeks Ended August 29, 2020 13 Weeks Ended August 31, 2019

 

 

($ in thousands) Q 2 - Fiscal 2021 Reconciliation of Net Loss to Adjusted EBITDA 18 Net Loss $ (13,197) $ (78,705) Adjustments: • Interest expense 50,007 60,102 • Income tax expense 47 27,628 • Depreciation and amortization 87,117 83,044 • LIFO (credit) charge (8,750) 7,504 • Lease termination and impairment charges 1 1 ,528 1, 471 • Gain on debt modification, net (5,274) - • Merger and Acquisition - related costs - 514 • Stock - based compensation expense 3,936 4,712 • Restructuring - related costs 23,186 25,145 • Inventory write - downs related to store closings 1,058 3,149 • Loss (g ain) on sale of assets, net 1,092 (1,587) • Other 853 1,213 Adjusted EBITDA $ 151,603 $ 134,190 Percent of revenues 2.53% 2.50% 13 Weeks Ended August 29, 2020 13 Weeks Ended August 31, 2019

 

 

($ in thousands, except per share amounts) Q2 - Fiscal 2021 Reconciliation of Net Loss to Adjusted Net Income 19 Net Loss $ (13,197) $ (78,705) Add back - Income tax expense 47 27,628 Loss before income taxes $ (13,150) $ (51,077) Adjustments: Amortization expense 22,695 26,596 LIFO (credit) charge (8,750) 7,504 Gain on debt modification, net (5,274) - Merger and Acquisition - related costs - 514 Restructuring - related costs 23,186 ____ 25,145 ______ Adjusted income before income taxes $ 18,707 $ 8,682 Adjusted income tax expense 5,171 2,394 Adjusted net income $ 13,536 $ 6,288 Net loss per diluted share $ (0.25) $ (1.48) Adjusted net income per diluted share $ 0.25 $ 0.12 13 Weeks Ended August 29, 2020 13 Weeks Ended August 31, 2019

 

 

Q2 - Fiscal 2021 Summary – Retail Pharmacy Segment 20 (1) Refer to slides 22 and 23 for the reconciliations of these non - GAAP measures to their applicable GAAP measures. ($ in millions) Revenues $ 4,017.9 $ 3,848.1 Adjusted EBITDA Gross Profit (1) $ 1,056.2 26.29% $ 1,045.3 27.16% Adjusted EBITDA SG&A (1) $ 933.9 23.24% $ 952.6 24.75% Adjusted EBITDA $ 122.3 3.04% $ 92.7 2.41% 13 Weeks Ended August 29, 2020 13 Weeks Ended August 31, 2019

 

 

($ in millions) Reconciliation of Adj. EBITDA Gross Profit – Retail Pharmacy Segment 21 Revenues $ 4,017.9 $ 3,848.1 Gross Profit 1,061.9 1,032.4 Addback: LIFO (credit) charge (8.8) 7.5 Depreciation and amortization (COGS portion only) 2.2 2.2 Other 0.9 3.2 Adjusted EBITDA Gross Profit $ 1,056.2 $ 1,045.3 Adjusted EBITDA Gross Profit as a percent of revenues 26.29% 27.16% 13 Weeks Ended August 29, 2020 13 Weeks Ended August 31, 2019

 

 

($ in millions) Reconciliation of Adj. EBITDA SG&A - Retail Pharmacy Segment 22 Revenues $ 4,017.9 $ 3,848.1 Selling, general and administrative expenses 1,030.1 1,044.8 Less: Depreciation and amortization (SG&A portion only) 70.9 65.0 Stock - based compensation expense 3.6 4.4 Merger and Acquisition - related costs - 0.5 Restructuring - related costs 20 .4 21.1 Other 1.3 1.2 Adjusted EBITDA SG&A $ 933.9 $ 952.6 Adjusted EBITDA SG&A as a percent of revenues 23.24% 24.75% 13 Weeks Ended August 29, 2020 13 Weeks Ended August 31, 2019

 

 

($ in millions) Pharmacy Services Segment Results 23 Revenues $ 2,038.4 $ 1,579.1 Cost of Revenues 1,940.0 1,467.1 Gross Profit 98.4 112.0 Selling, General and Administrative Expenses (86.1) (90.7) Addback: Depreciation and Amortization 14.1 15.9 Restructuring - related costs 2.7 4.1 Other 0.2 0.2 Adjusted EBITDA - Pharmacy Services Segment $ 29.3 $ 41.5 13 Weeks Ended August 29, 2020 13 Weeks Ended August 31, 2019

 

 

Comparable Store Sales Growth 24 FRONT END SALES - 1.5% - 1.9% - 0.3% - 1.8% - 0.5% 0.1% 14.2% 4.6% 0.3% - 0.6% 1.0% 1.5% 16.0% 6.1% 3.1% 2.1% 2.3% 1.5% 0.1% 1.6% 2.2% 2.3% 2.4% 0.8% 3.7% 2.7% 2.8% 5.0% 0.4% 2.6% Excluding cigarette and tobacco products (1) Script count growth shown on a 30 - day equivalent basis. FY 2019 FY2020 FY2021

 

 

($ in thousands) Capitalization Table 25 August 29, 2020 February 29, 2020 Secured Debt: Senior secured revolving credit facility due December 2023 1,283,365$ 630,833$ FILO Term Loan due December 2023 447,362 446,954 1,730,727 1,077,787 Second Lien Secured Debt: 7.5% senior secured notes due July 2025 590,099 589,073 8.0% senior secured notes due November 2026 830,208 - 1,420,307 589,073 Guaranteed Unsecured Debt: 6.125% senior notes due April 2023 90,253 1,145,060 90,253 1,145,060 Unguaranteed Unsecured Debt: 7.7% notes due February 2027 236,544 236,478 6.875% fixed-rate senior notes due December 2028 28,877 28,870 265,421 265,348 Lease financing obligations 24,837 28,166 Total debt 3,531,545 3,105,434 Current maturities of long-term debt and lease financing obligations (6,902) (8,840) Long-term debt and lease financing obligations, less current maturities 3,524,643$ 3,096,594$ Total debt, gross 3,581,950$ 3,148,043$ Less: Unamortized debt issuance costs (50,405) (42,609) Total Debt per balance sheet: 3,531,545$ 3,105,434$

 

 

($ in thousands) Leverage Ratio 26 August 29, 2020 Total Debt: $ 3,531,545 Less: Cash and cash equivalents (92,730) Net Debt $ 3,438,815 LTM Adjusted EBITDA: Retail Pharmacy Segment 379,076 Pharmacy Services Segment 173,593 LTM Adjusted EBITDA $ 552,669 Leverage Ratio 6.22