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
MARCH 24, 1995
(DATE OF EARLIEST EVENT REPORTED)
RITE AID CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-5742 23-1614034
(STATE OF (COMMISSION FILE NO.) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
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)
NO CHANGE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The audited consolidated balance sheets of Perry Drug
Stores, Inc. ("Perry") as of October 31, 1994 and 1993, and the
related audited consolidated statements of income and cash flows
for each of the three years in the period ended October 31, 1994,
are incorporated herein by reference to Part IV, Item 14(a)1
of the Perry (Commission File No.: 1-7941) Form 10K Annual
Report for the fiscal year ended October 31, 1994.
The unaudited condensed consolidated balance sheet of Perry
as of January 28, 1995, and the related unaudited condensed
consolidated statements of income and cash flows for the
quarterly periods ended January 28, 1995 and January 31, 1994,
are incorporated herein by reference to Part I, Items 1 and 2
of the Perry (Commission File No.: 1-7941) Form 10-Q
Quarterly Report for the quarterly period ended January
28, 1995.
(c) Exhibits.
12. Computation of ratios of earnings to fixed charges.
23. Consent of Arthur Andersen LLP.
99. Press release dated April 3, 1995.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RITE AID CORPORATION
By: /s/ Frank M. Bergonzi
----------------------------
Name: Frank M. Bergonzi
Title: Executive Vice President
and Chief Financial Officer
Dated: April 19, 1995
EXHIBIT INDEX
Exhibit
Number Description Page
------- ----------- ----
12 Computation of ratios of earnings
to fixed charges.
23 Consent of Arthur Andersen LLP.
99 Press Release dated April 3, 1995.
EXHIBIT 12. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES.
RITE AID CORPORATION
(Dollar amounts in thousands)
Year Ended
39 Weeks _____________________________________________________
Ended
Nov. 26 Feb 26 Feb 27 Feb 29 March 2 March 3
1994 1994 1993 1992 1991 1990
_________ _________ ________ _______ ________ ________
Fixed Charges
Interest
Expense (1) $ 28,956 $ 28,683 $ 29,387 $ 37,463 $ 49,484 $ 51,933
Interest Portion
of Net Rental
Expense (1)(2) 29,646 40,427 37,659 34,939 32,833 30,287
Amortization of
Debt Expense 367 441 460 366 222 222
________ ________ _______ _______ _______ ______
Fixed Charges
Before
Capitalized 58,969 69,551 67,506 72,768 82,539 82,442
Interest
Capitalized
Interest 202 217 445 721 873 1,396
________ _______ _______ _______ _______ _______
Total Fixed
Charges $ 59,171 $ 69,768 $ 67,951 $ 73,489 $ 83,412 $ 83,838
======== ======== ======== ======== ======== ========
Earnings
Income from
Continuing
Operations
Before
Income Taxes $144,312 $ 45,670(3) $200,569 $187,202 $163,008 $125,680
Fixed Charges
Before
Capitalized
Interest (per
above) 58,969 69,551 67,506 72,768 82,539 82,442
________ _______ ______ _______ ________ _______
Total Adjusted
Earnings $203,281 $115,221 $268,075 $259,970 $245,547 $208,122
========= ======== ======== ======== ======== ========
Ratio of Earnings
to Fixed Charges 3.44 1.65 3.95 3.54 2.94 2.48
========= ========== ========= ======== ======== =========
(1) Interest expense and the interest portion of net rental expenses for
fiscal year 1993, 1992, 1991 and 1990 were restated to reflect operations
discontinued in fiscal year 1994.
(2) The interest portion of the net rental expenses is estimated to be equal
to one-third of the minimum rental expense for the period.
(3) Income from continuing operations before income taxes for fiscal year
1994 includes a $149,196,000 one-time, pre-tax provision for corporate
restructuring and other charges.
Exhibit 23. Consent of Arthur Andersen LLP.
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference to the registration statement of Rite Aid Corporation (No. 33-63794)
of our report dated December 13, 1994, (except with respect to the agreement
entered into with Rite Aid Corporation, as to which the date is December 27,
1994) included in Perry Drug Stores, Inc.'s Form 10-K for the year ended
October 31, 1994.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
April 19, 1995
EXHIBIT 99. Press Release dated April 3, 1995.
MAILING ADDRESS
P.O. BOX 3165
Harrisburg, PA 17105
GENERAL OFFICE
30 Hunter Lane
Camp Hill, PA 17011
[RITE AID LOGO]
Press Release
For Further Information Contact:
Frank Bergonzi
Executive Vice President
& Chief Financial Officer
(717) 975-5750
FOR IMMEDIATE RELEASE
RITE AID ANNOUNCES RECORD YEAR-END FINANCIAL RESULTS
CAMP HILL, PA (April 3, 1995) - Rite Aid Corporation
(RAD-NYSE, PSE), today announced financial results for
the fourth quarter ended March 4, 1995.
Corporate sales increased 25.6 percent to $1,353,766,000
compared to $1,077,438,000 in the fourth quarter of
fiscal year 1994. Income from continuing operations rose
to $53,254,000 versus a loss of $47,672,000 for the same
period last year. Earnings per share from continuing
operations for the quarter increased to $.63 compared to
a loss of $.54 a year earlier. The fourth quarter of
last year reflects a pre-tax provision of $149,196,000
for a corporate restructuring including the closing of
200 underperforming drugstores and the disposition of
other assets. Excluding these charges, income from
continuing operations for the quarter ended February 26,
1994 would have been $42,965,000 or $.49 per share.
Revenues for the 53 weeks advanced 11.7 percent to
$4,533,851,000 from $4,058,711,000 for the prior year 52
week period. Income from continuing operations grew to
$141,286,000 from $26,208,000 or $1.67 per share versus
$.30 per share last year. Excluding the charges dis-
cussed above, the income from continuing operations for
the year ended February 26, 1994 would have been
$116,845,000 or $1.33 per share.
Same-store sales for the quarter and year-to-date periods
increased 9.0 percent and 7.2 percent, respectively,
compared to 1.8 percent and 2.8 percent for the compara-
ble periods last year. The company ended the quarter
with a total of 2,829 drugstores including 224 units
acquired from Perry Drug Stores, Inc. on January 28,
1995.
DISCONTINUED OPERATIONS
During the fourth quarter of fiscal 1994, the company
announced plans to concentrate resources entirely on the
drugstore segment and sell the non-drugstore related
businesses. Therefore, the results of these discontinued
operations were segregated in the financial statements.
In addition, a provision for loss on disposal of the
discontinued operations of $25,620,000, net of income tax
benefit, was recorded in the fourth quarter of fiscal
1994.
NET CORPORATE EARNINGS
Net loss for the quarter ending February 26, 1994 was
$71,416,000 or $.81 per share and included a loss from
discontinued operations of $23,744,000 or $.27 per share.
For fiscal 1994, net income was $9,288,000 or $.11 per
share and included a loss of $16,920,000 or $.19 per
share from discontinued operations.
RITE AID CORPORATION
CONSOLIDATED SALES AND EARNINGS
(UNAUDITED)
14 WEEKS ENDED 13 WEEKS ENDED
March 4, 1995 February 26, 1994 %
-------------- ----------------- ---
SALES $1,353,766,000 $1,077,438,000 25.6
INCOME (LOSS) FROM CONTINUING
OPERATIONS $ 53,254,000 $ (47,672,000)* 211.7
(LOSS) FROM DISCONTINUED
OPERATIONS (23,744,000)**
NET INCOME (LOSS) $ 53,254,000 $ (71,416,000) 174.6
AVERAGE SHARES OUTSTANDING 84,192,000 87,650,000
EARNINGS (LOSS) PER SHARE
CONTINUING OPERATIONS $.63 $(.54) 216.7
DISCONTINUED OPERATIONS (.27)
NET INCOME (LOSS) $.63 $(.81) 177.8
53 WEEKS ENDED 52 WEEKS ENDED
March 4, 1995 February 26, 1994 %
-------------- ----------------- ---
SALES $4,533,851,000 $4,058,711,000 11.7
INCOME FROM CONTINUING
OPERATIONS $ 141,286,000 $ 26,208,000* 439.1
(LOSS) FROM DISCONTINUED OPERATIONS (16,920,000)**
NET INCOME $ 141,286,000 $ 9,288,000 1421.2
AVERAGE SHARES OUTSTANDING 84,771,000 87,972,000
EARNINGS (LOSS) PER SHARE
CONTINUING OPERATIONS $1.67 $.30 456.7
DISCONTINUED OPERATIONS (.19)
NET INCOME $1.67 $.11 1418.2
The LIFO method of valuing inventory had the effect of reducing net income
5 cents per share for the 14-week period and 11 cents per share for the 53-
week period ended March 4, 1995. For the comparable periods last year, the
LIFO adjustments were 1 cent for the quarter and 7 cents for the 52 weeks
ended February 26, 1994.
* Income (loss) from continuing operations for the 13 and 52 weeks ended
February 26, 1994, includes a $149,196,000 one-time, pre-tax provision for
corporate restructuring and other charges.
** (Loss) from discontinued operations for the 13 and 52 weeks ended
February 26, 1994, includes a $42,000,000 loss on disposal of discontinued
operations less applicable income tax benefit of $16,380,000.
FISCAL CONSOLIDATED BALANCE SHEET (Unaudited)
1995
ASSETS
--------------------------------------------------------------------
March 4, February 26,
In thousands of dollars 1995 1994
--------------------------------------------------------------------
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . $ 7,148 $ 17,403
Accounts and Notes Receivable . . . 239,859 185,857
Inventories . . . . . . . . . . . . 1,070,346 844,074
Prepaid Expenses and Other Current
Assets . . . . . . . . . . . . . . 28,716 19,231
Net Current Assets of Discontinued
Operations . . . . . . . . . . . 27,151 58,860
--------- ----------
TOTAL CURRENT ASSETS 1,373,220 1,125,425
--------- ----------
PROPERTY, PLANT & EQUIPMENT AT COST
Land . . . . . . . . . . . . . . . 75,908 57,746
Buildings . . . . . . . . . . . . . 244,128 197,381
Leasehold Improvements . . . . . . 405,274 360,662
Equipment . . . . . . . . . . . . 666,359 556,334
Construction in Progress . . . . . 35,422 25,138
--------- ----------
PROPERTY, PLANT & EQUIPMENT AT COST 1,427,091 1,197,261
Accumulated Depreciation and Amor-
tization . . . . . . . . . . . . . 648,612 558,567
--------- -----------
NET PROPERTY, PLANT & EQUIPMENT 778,479 638,694
--------- -----------
INTANGIBLE ASSETS
Excess of Cost Over Underlying Eq-
uity in Subsidiaries Less
Accumulated Amortization of
$8,023 and $7,299 . . . . . . . . . 99,653 27,149
Lease Acquisition Costs Less Accu-
mulated Amortization of
$106,592 and $97,885 . . . . . . 154,359 98,893
--------- -----------
INTANGIBLE ASSETS 254,012 126,042
--------- -----------
Other Assets . . . . . . . . . . . 26,153 21,125
--------- -----------
Net Noncurrent Assets of
Discontinued Operations. . . . . . 40,743 77,784
--------- -----------
TOTAL ASSETS $ 2,472,607 $ 1,989,070
========= ===========
- ----------------------------------------------------------------------------
LIABILI- March 4, February 26,
TIES In thousands of dollars 1995 1994
- ----------------------------------------------------------------------------
CURRENT LIABILITIES
Short-Term Debt and Current Maturi-
ties of Long-Term Debt . . . . $ 137,553 $ 30,912
Accounts Payable . . . . . . . . . 273,128 173,825
Income Taxes . . . . . . . . . . . 38,241 5,016
Sales and Other Taxes Payable . . . 13,796 10,569
Accrued Salaries, Wages and Other
Current Liabilities . . . . . . . . 79,263 40,587
Reserve for Restructuring and Other
Charges . . . . . . . . . . . . . . 35,244 101,300
--------- ----------
TOTAL CURRENT LIABILITIES 577,225 362,209
--------- ----------
Long-Term Debt, Less Current Matu-
rities . . . . . . . . . . . . . . 805,984 613,418
--------- ---------
Deferred Income Taxes . . . . . . . 77,586 58,729
--------- ---------
STOCKHOLDERS' EQUITY
Preferred Stock, Par Value $1 Per
Share, Series A Junior
Participating Preferred Stock . - -
Common Stock, Par Value $1 Per
Share, Issued 90,290,136
Shares and 90,287,859 Shares . . 90,290 90,288
Additional Paid-In Capital . . . . 60,655 59,423
Retained Earnings . . . . . . . . . 955,111 866,134
Net Unrealized Gain on Marketable
Securities . . . . . . . . . . . . 2,847 -
Cumulative Pension Liability Ad-
justments . . . . . . . . . . . . . (1,314) (1,916)
Treasury Stock at Cost (6,125,069
and 4,277,271 Shares) . . . . . . . (95,777) (59,215)
---------- ---------
STOCKHOLDERS' EQUITY 1,011,812 954,714
--------- ---------
TOTAL LIABILITIES & STOCK-
HOLDERS'EQUITY $2,472,607 $ 1,989,070
========== ===========
SEE CONSOLIDATED STATEMENT OF INCOME ON OTHER SIDE
FISCAL 1995
4TH QUARTER
(UNAUDITED) Consolidated Statement of Income
------------------------------------------------------------------
In thousands of dollars 14 Weeks Ended 13 Weeks Ended
except per share amounts March 4, 1995 February 26, 1994
-------------- -----------------
$ % $ %
-------------------------------------------------------------------
NET SALES . . . . . . . . . $ 1,353,766 100.0 $ 1,077,438 100.0
COSTS & EXPENSES
Cost of Goods Sold Including
Occupancy Costs . . . . . . 992,926 73.4 784,445 72.8
Selling, General and Admin-
istrative Expenses . . . . 260,344 19.2 213,160 19.8
Interest Expense . . . . . 13,344 1.0 8,431 .8
Restructuring and Other
Charges . . . . . . . . . . - - 149,196 13.8
----------- ----- ----------- -----
COSTS & EXPENSES 1,266,614 93.6 1,155,232 107.2
----------- ----- ----------- -----
Income (Loss) From Continu-
ing Operations Before
Income Taxes . . . . . . 87,152 6.4 (77,794) (7.2)
Income Taxes . . . . . . . 33,898 2.5 (30,122) (2.8)
----------- ----- ----------- -----
INCOME (LOSS) FROM CONTINU-
ING OPERATIONS 53,254 3.9 (47,672) (4.4)
----------- ----- ----------- ------
DISCONTINUED OPERATIONS, NET OF
INCOME TAXES:
(Loss) on Disposal . . . - - (25,620) (2.4)
Income From Operations . - - 1,876 .2
---------- ---- ----------- ------
(LOSS) FROM DISCONTINUED
OPERATIONS - - (23,744) (2.2)
----------- ----- ----------- ------
NET INCOME (LOSS) $ 53,254 3.9 $ (71,416) (6.6)
----------- ----- ----------- ------
EARNINGS (LOSS) PER SHARE:
Continuing Operations . $ .63 $ (.54)
Discontinued Operations - (.27)
----------- -----------
NET INCOME (LOSS) $ .63 $ (.81)
----------- -----------
CASH DIVIDENDS PER COMMON
SHARE $ .17 $ .15
----------- -----------
AVERAGE SHARES OUTSTANDING 84,192,000 87,650,000
----------- -----------
- -------------------------------------------------------------------------------
EAR In thousands of dollars 53 Weeks Ended 52 Weeks Ended
(UNAUDITED) except per share amounts March 4, 1995 February 26, 1994
-------------- ------------------
$ % $ %
- -------------------------------------------------------------------------------
NET SALES . . . . . . . $ 4,533,851 100.0 $ 4,058,711 100.0
COSTS & EXPENSES
Cost of Goods Sold Including
Occupancy Costs . . . . . . 3,327,920 73.4 2,970,025 73.2
Selling, General and Admin-
istrative Expenses . . . . 932,167 20.6 865,137 21.3
Interest Expense . . . . . 42,300 .9 28,683 .7
Restructuring and Other
Charges . . . . . . . . . . - - 149,196 3.7
----------- ----- ----------- -----
COSTS & EXPENSES 4,302,387 94.9 4,013,041 98.9
----------- ----- ----------- -----
Income From Continuing Oper-
ations Before
Income Taxes . . . . . . 231,464 5.1 45,670 1.1
Income Taxes . . . . . . . 90,178 2.0 19,462 .5
----------- ----- ---------- -----
INCOME FROM CONTINUING
OPERATIONS 141,286 3.1 26,208 .6
----------- ----- ---------- -----
DISCONTINUED OPERATIONS,
NET OF INCOME TAXES:
(Loss) on Disposal . . . - - (25,620) (.6)
Income From Operations . - - 8,700 .2
----------- ----- ---------- -----
(LOSS) FROM DISCONTINUED
OPERATIONS - - (16,920) (.4)
----------- ----- ---------- -----
NET INCOME $ 141,286 3.1 $ 9,288 .2
----------- ----- ---------- ------
EARNINGS (LOSS) PER SHARE:
Continuing Operations . $ 1.67 $ 30
Discontinued Operations - (.19)
----------- ---------
NET INCOME $ 1.67 $ .11
----------- ---------
CASH DIVIDENDS PER COMMON
SHARE $ .62 $ .60
----------- ----------
AVERAGE SHARES OUTSTANDING 84,771,000 87,972,000
=========== ==========
The LIFO method of valuing inventory had the effect of reducing net
income 5CENT per share for the 14-week period and 11CENT per share for the 53-
week period ended March 4, 1995. For the comparable periods last year, the
LIFO adjustments were 1CENT for the quarter and 7CENT for the 52 weeks.
[RITE AID LOGO] Rite Aid Corporation
P.O. Box 3165
Harrisburg, PA 17105
SEE CONSOLIDATED BALANCE SHEET ON OTHER SIDE
