form8-k.htm
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): December 18, 2008 (December 18,
2008)
Rite
Aid Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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1-5742
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23-1614034
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
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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))
ITEM
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On December 18, 2008, we announced our
financial position and results of operations as of and for the thirteen and
thirty-nine week periods ended November 29, 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
Adjusted EBITDA as 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, sale of assets and investments and other 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 the 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 our investors and
enable investors to better compare our operating performance with the operating
performance of our competitors. The press release attached
hereto as Exhibit 99.1 includes a reconciliation of Adjusted EBITDA to net
income (loss), the most directly comparable GAAP financial measure.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits.
99.1 Press
Release, dated December 18, 2008.
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 hereto
duly authorized.
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Date:
December 18, 2008
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By:
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/s/
Robert B. Sari
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Name:
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Robert
B. Sari
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Title:
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Executive
Vice President,
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General
Counsel and Secretary
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Exhibit
No. Description
99.1 Press
Release, dated December 18, 2008.