2019-07-17 - shareholder meeting nyc - final (1) · 7/17/2019 · statements in this presentation...
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July 17, 2019
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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 LitigationReform Act of 1995. Such statements include, but are not limited to, statements regarding Rite Aid’s outlook and guidance for fiscal 2020; the expected timing and theability to complete the subsequent closings of the sale of the remaining Rite Aid distribution centers and related assets to Walgreens Boots Alliance, Inc. ("WBA"); RiteAid’s competitive position and ability to implement new strategies following completion of such transaction with WBA; and any assumptions underlying any of theforegoing. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” and “will” and variationsof 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, our high levelof indebtedness and our ability to make interest and principal payments on our debt and satisfy the other covenants contained in our debt agreements; general economic,industry, market, competitive, regulatory and political conditions; our ability to improve the operating performance of our stores in accordance with our long termstrategy; the impact of private and public third-party payers continued reduction in prescription drug reimbursements and efforts to encourage mail order; our ability tomanage expenses and our investments in working capital; outcomes of legal and regulatory matters; changes in legislation or regulations, including healthcare reform; ourability to achieve the benefits of our efforts to reduce the costs of our generic and other drugs; risks related to the pending sale of the remaining Rite Aid distributioncenters and related assets to WBA, including the possibility that the transactions may not close, or the business of Rite Aid may suffer as a result of uncertaintysurrounding the pending transactions; our ability to successfully execute and achieve benefits from our leadership transition plan and organizational restructuring,including our chief executive officer search process, and to manage the transition to a new chief executive officer and other management; the potential for operationaldisruptions due to, among other things, concerns of management, employees, current and potential customers, other third parties with whom we do business andshareholders; the success of any changes to our business strategy that may be implemented under our new chief executive officer and other management; our ability toachieve cost savings through the organizational restructurings within the anticipated timeframe, if at all; possible changes in the size and components of the expectedcosts and charges associated with the organizational restructuring plan; and the outlook for and future growth of the Company. These and other risks, assumptions anduncertainties are more fully described in Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K and in other documents that we file or furnish with theSecurities and Exchange Commission (the “SEC”), which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlyingassumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautionednot to place undue reliance on these forward- looking statements, which speak only as of the date they are made. Rite Aid expressly disclaims any current intention toupdate publicly any forward-looking statement after the distribution of this presentation, whether as a result of new information, future events, changes in assumptionsor otherwise.
Safe Harbor Statement
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Rite Aid Company ProfileKey Metrics
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Rite Aid States & Store Count
EnvisionRx Locations
Rite Aid Distribution CentersAs of 6/1/2019
136
1472
1
5413
261
208
520
70
6
61 MA 10
CT 34
NJ 129
DE 38
318
MD 44
HQ
2,466 stores in 18 states as of June 1, 2019
Fill approximately 215 million scripts per year in retail pharmacy
(30-day equivalent basis)
8 million customers per week
13 million wellness+ loyalty members
Full-Service PBM (EnvisionRx) with Revenue of $6.1 billion and approx. 3.6 million lives
under management
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►Leverageand clearly
align our unique capabilities to
help payors deliver a high
level of care to patients
Path to the Future – Strategic Priorities
OUR MISSIONTo improve
the health and wellness of our
communities through engaging experiences
that provide our customers with
the best products, services and advice
to meet their unique needs
4
►Re-imagineour Front End
to offer the right selection
of products and services to meet
the needs of our target consumers
►Transformour processes and
procedures to ensure strong cost discipline
and achieve peak operational
efficiency and improve the
customer experience
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• Build solutions to work with regional health plans to improve patient outcomes
• Optimize SKUs in our front end offering to free up working capital, improve front end profitability and enhance the customer experience
• Evolve go to market strategy to strengthen customer relationships and improve value proposition
• Continuous review of our cost structure, including opportunities to use technology and vendor partners to help reduce costs
Path to the Future – Key Initiatives
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STRATEGIC PRIORITIES RECENT ACCOMPLISHMENTS
Further enhance our clinical offering
Grew same store prescription count 3.7% in Q1 FY20 – fourth consecutive quarters of script comp growth
Administered an all-time record of 3.2 million immunizations in Fiscal 2019, including 2.3 million flu shots
Regained access to certain regions of Anthem’s Managed Medicaid Network
Purchase prescription drugs at competitive rates
Amended and extended McKesson agreement through March, 2029, achieving annual savings of over $40 million
Drive front-end sales through innovative merchandising
72% of stores now wellness format Enhanced beauty offering (Kokie, e.l.f., Cake) Recently announced partnership with United Foods to expand
Own Brand offering
Recent Accomplishments
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STRATEGIC PRIORITIES RECENT ACCOMPLISHMENTS
Expand Omnichannel capabilities
Announced partnership with Amazon - Locker and Counter Announced partnership with Adobe to build out digital
marketing capabilities Entered into agreement with Instacart to drive delivery business
Implement cost controls
Earned $80 million of TSA fees in Fiscal 2019 Closed 82 unprofitable stores in Fiscal 2019 Reduced corporate cost structure by $55M on a run rate basis Completed comprehensive credit facility refinancing to improve
liquidity and extend maturities
Leverage and grow our PBM business
Grew revenues 3.3% through Med D expansion in Fiscal 2019 Anticipating net growth of 320,000 commercial lives for the
2020 selling season
Recent Accomplishments (Continued)
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Prescription Growth Trends
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-2.4%-1.8%
-1.5%
1.1%
2.4%
0.8%
3.7%
2018: Q3 Q4 2019: Q1 Q2 Q3 Q4 2020: Q1
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Immunization Trends
1,898 2,195 2,334 2,500
462507
9041,311
2,3602,702
3,238
3,811
FY 2017 FY 2018 FY 2019 FY 2020 Goal
Flu shots All Other
(in thousands)
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• On December 20, we completed the refinancing of our $2.7 billion revolving credit facility with:
• $2.7 billion revolving credit facility• $450 million FILO term loan
• Refinancing extends our maturities out to 2023 and provides additional liquidity
• No significant changes in the facility covenants and company in compliance with all covenants
Refinancing Completed
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$712
$1,988 $295 $128
$450
$1,753
$0
$1,500
$3,000
$4,500
$6,000
2017 2018 2019 2020 2021 2022 2023 . . . . . . 2027 2028
Maturity Profile
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Note: Maturities reflect calendar year. Amounts reflect face value and are not net of unamortized debt issuance costs.
$1,925
$1,775
$295 $128
$470
$500
$902
$810 $1,800
$0
$1,500
$3,000
$4,500
$6,000
2017 2018 2019 2020 2021 2022 2023 . . . . . . 2027 2028
FILO Term Loan ABL Funded ABL Unfunded Commitment Senior Unsecured Notes Senior Unsecured (Guaranteed) Notes($ in millions)
Dece
mbe
r 1, 2
017
Mar
ch 2
, 201
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• Refreshed over half of the Board membership in the past year
• Initiated search for a new CEO
• Restructured management team and rationalized corporate cost structure
• Incorporated design changes to our compensation structure to ensure stronger stockholder alignment going forward
• Published our inaugural Corporate Social Responsibility (CSR) report
Key Governance Changes
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What we heard from Stockholders: Actions we took in response:Our stockholders generally did not approve of the use of retention awards.
• We did not enter into any new individual retention agreements with any of our Named Executive Officers in fiscal year 2019 and have no plans to enter into any such new retention agreements in fiscal year 2020.
Our stockholders generally did not approve of a mid-year adjustment to our fiscal year 2018 annual incentive plan to reflect the impact of the significant events and opera-tional challenges occurring in the first half of fiscal year 2018.
• We did not make any adjustments to our incentive plans for fiscal year 2019 and do not intend to make any mid-year adjustments to our incentive plans for fiscal year 2020.
Our stockholders expressed a general discomfort with a lack of alignment between Company performance and pay.
• While we understand the concern based on reported pay, the realized value of our performance-based long-term pay was aligned with stockholder return.
• We refined our peer group for fiscal year 2020 to (among other changes) remove CVS Health Corp. and Walgreens Boots Alliance, Inc.; even though each organization is a direct competitor from both business and talent acquisition perspectives, the Compensation Committee determined that these organizations are no longer appropriate peers given their significantly larger scope of operations.
• We increased the emphasis on performance based long-term incentives in fiscal year 2019, such that Performance-Based Restricted Cash Units represented 70% of the total long-term incentive opportunity, and time-based restricted stock represented 30% of the total long-term incentive opportunity.
Compensation Design Changes
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• Our inaugural report was released on June 28, 2019. Framework was developed with guidance from our investors and aligned with Sustainability Accounting Standards Board (SASB) guidelines relevant to our business
• Topics: • Data security• Environmental sustainability including energy management, waste reduction, recycling and hazardous
waste disposal• Supply chain sustainability including responsibly managed paper sourcing, product safety, and drug
supply chain integrity• Health and wellness, including healthcare access and affordability and management of controlled
substances• Workplace environment, including occupational safety & health and workplace diversity and inclusion• Community involvement and charitable giving
Corporate Social Responsibility Report
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