acquiring the brooks and eckerd drugstore chains - rite …€¦ · acquiring the brooks and eckerd...
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Special Stockholders’ MeetingJanuary 18, 2007
Acquiring the Brooks and Eckerd Drugstore ChainsA Unique Opportunity for Rite Aid
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Forward-Looking and Cautionary StatementForward-Looking and Cautionary Statement
This is an oral presentation which is accompanied by slides. Investors are urged to review our SEC filings.During today’s presentation forward-looking statements may be made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Consequently, all forward-looking statements made during this presentation are qualified by those risks, uncertainties and other factors.Please reference our SEC filings, which are available on our web site, for a detail description of factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements.Also during today’s presentation, non-GAAP financial measures are referenced. The definition and purpose for using these measures and historical and prospective reconciliations to GAAP measures are in our Form 8-K we furnished the SEC which is available on our web site.
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Attractive Stores, Desirable LocationsAttractive Stores, Desirable Locations
As of August 24, 2006
631381654754
356
1
287
49258
107
188
2861372125
Brooks Eckerd Store Base
Distribution Centers
1,858 Stores
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Brooks Eckerd Improving Sales TrendsBrooks Eckerd Improving Sales Trends
-5%-4%-3%-2%-1%0%1%2%3%4%5%6%7%
Q1 Q2 Q3 Q4 Q1 Q2
Front-End Pharmacy
2006 2007
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Dedicated Integration Team Focused on Successful ImplementationDedicated Integration Team Focused on Successful Implementation
Functional Detail Plan
Integration Leadership TeamMary Sammons, Jim Mastrian, Pierre Legault, Chris Hall
Integration LeaderChris Hall
Synergy Control Project Manager Project Mgmt Office
Communication, Change Mgmt,
Training Category Mgmt Supply Chain Finance
IT Infrastructure
IT Development Construction Store Ops Rx Ops
Marketing & Merchandising
Supply Chain
Operations
Store Construction
Pharmacy Services
Pharmacy Operations
Information Services
Finance Human Resources
Legal & Internal Audit
Communication
Ded
icat
ed R
esou
rces
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Integration Plan ApproachIntegration Plan Approach
Phase 2Phase 1 Phase 3 Phase 4Store
AnalysisInstall IT servers &
VSATExpand DC
capacity
4 – 6 Months 12 Months 24 - 36 Months
Maintain Continuity of the Business
ClosePre-Close
Successful Integration & Conversion of
Brooks / Eckerd Stores and Distribution
Centers
Retrofit Planograms
Store Systems
Conversion
Supply Chain Conversion
Remerchandise
New DécorPackage
Store Remodeling
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Integration Plan UpdateIntegration Plan Update
• Plan completed• Conversion scheduled, timetables finalized• Moving into implementation phase
– Purchase of computer/broadcast equipment• 23 pilot stores identified• Integration meetings with Brooks and Eckerd
associates in January/February– Field management– Store and pharmacy managers
• Field management structure finalized
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Rite Aid After the AcquisitionRite Aid After the Acquisition
Rite Aid Will Have Approximately 5,000 Stores Nationally and Become the Largest Retail Drugstore Chain in the Eastern US
Approximately5,000
Stores Total
A Stronger National Drugstore Chain with Increased Presence
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Market Presence in Key MSA’s After AcquisitionMarket Presence in Key MSA’s After Acquisition
Leadership Positions in Eastern US MSA’s Metro Area Rankings
3Hartford, CT3Nashville, TN3Boston, MA3Atlanta, GA2Allentown, PA2Worcester, MA2Albany, NY2Stamford, CT2Richmond, VA2Charlotte, NC2Providence, RI2District of Columbia2New York, NY1Raleigh Cary, NC
1Rochester, NY
1Buffalo, NY1Virginia Beach, VA1Pittsburgh, PA
1Baltimore, MD1Philadelphia, PA
RankMetro Area
Source: Metro Markets 2006
#1 Share38%
#2 Share40%
#3 Share12%
Other10%
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Scale Similar to Walgreens and CVSScale Similar to Walgreens and CVS
Source: Public filings
5,0005,500
6,200
3,300
Store Count
56% Increase
in Store Base
Pro Forma
Approximately
Approximately
Approximately
Approximately
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Pro Forma Revenues and Adjusted EBITDAPro Forma Revenues and Adjusted EBITDA
Rite Aid Revenues Rite Aid Pro Forma Revenues
Fiscal 2006 Revenue = $17.3 billion Fiscal 2006 PF Revenue = $26.8 billion
Rite Aid Pro Forma Fiscal 2006 Adjusted EBITDA
$1,044
$676
$369
$0
$200
$400
$600
$800
$1,000
$1,200
Rite Aid Adj EBITDA Jean Coutu USA Adj EBITDA Rite Aid PF Adj EBITDA(1) (2)
($ in millions)
3.9%
3.9%
37%63%
Pharmacy
Front End
Pharmacy
Front End33%
67%
(1) Rite Aid Fiscal 2006 Adjusted EBITDA is a non-GAAP financial measure and is defined and reconciled to operating results in its Form 8-K furnished to the SEC. (2) Jean Coutu USA fiscal 2006 Adjusted EBITDA is a non-GAAP financial measure and is defined and reconciled to operating results in its Form 6-K furnished to the SEC and in the
attached schedule.
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Meaningful Net Reductions in Costs and Expenses after AcquisitionMeaningful Net Reductions in Costs and Expenses after Acquisition
Gross Profit Improvement
Advertising Expense Optimization
Distribution Improvement & Other
Cost Savings
Corporate Administration
Reduction
~$150 Million Annual Full
Run-Rate Net Reductions in
Costs and Expenses
Achieve Full Run-Rate Net Reductions in Costs and Expenses 12 Months After Transaction Close
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Pro Forma Adjusted EBITDAPro Forma Adjusted EBITDA
Rite Aid Pro Forma Fiscal 2006 Adjusted EBITDA
$1,044
$1,194
$676
$150
$369
Rite Aid AdjEBITDA
Jean Coutu USAAdj EBITDA
Rite Aid PF AdjEBITDA
Net Reductions Rite Aid PF AdjEBITDA with Net
Reductions
(1) (2)
($ in millions)
3.9%
3.9%
4.5%
(1) Rite Aid Fiscal 2006 Adjusted EBITDA is a non-GAAP financial measure and is defined and reconciled to operating results in its Form 8-K furnished to the SEC. (2) Jean Coutu USA fiscal 2006 Adjusted EBITDA is a non-GAAP financial measure and is defined and reconciled to operating results in its Form 6-K furnished to the SEC and in the
attached schedule.
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3.9% 3.9%
4.5%
7.3%7.4%
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
Pro Forma
Opportunities for Additional Operational ImprovementsOpportunities for Additional Operational Improvements
Adjusted EBITDA Margin(1)
Without Net Synergies
Pro Forma
With Net Synergies(2)
Potential M
argin
Upside Improvement
(1) Adjusted EBITDA margin for Rite Aid based on fiscal 2006. Rite Aid Fiscal 2006 Adjusted EBITDA is a non-GAAP financial measure and is defined and reconciled to operating results in its Form 8-K furnished to the SEC. Jean Coutu USA fiscal 2006 Adjusted EBITDA is a non-GAAP financial measure and is defined and reconciled to operating results in its Form 6-K furnished to the SEC and in the attached schedule. EBITDA margin for Walgreens and CVS based on LTM November 30, 2006 and September 30, 2006, respectively.
(2) Assumes annual full run-rate net synergies of $150 million.
Revenue Synergies and Additional Operational Improvements Provide Further Upside
Opportunities atBrooks & Eckerd Stores• Front-end improvement• Greater purchasing
efficiencies due to increase in scale for both Rite Aid and Brooks / Eckerd
• Underperforming store improvement
• Rationalize distribution center network
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Expected Financial ImpactExpected Financial Impact
• Annual net reduction in costs and expenses of approximately $150 million 12 months after closing
• Accretive to EPS 12 months after closing– Dilutive first 12 months following closing
due to integration costs• Additional free cash flow after one year• Additional revenue potential• A debt ratio below the level it is today within
12 to 24 months after closing
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Next StepsNext Steps
• Obtain FTC approval– Response to second request certified this
week• Finalize financing details
– Build term-loan syndicate– Assume 8.5% Jean Coutu Group Notes– Sell bonds
• Expected close– Shortly after Q4, which ends March 3, 2007
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Acquisition Is a Unique OpportunityAcquisition Is a Unique Opportunity• Adds attractive stores in desirable locations • Gives Rite Aid the greater scale needed to compete more effectively
with our major rivals• Creates leading drug retailer in the Eastern U.S.• Strengthens our ability to take advantage of opportunities for growth in
our industry – and we believe Rite Aid has the experience, systems and resources to make the most of these opportunities
• Enables us to better withstand industry and competitive challenges• Provides opportunities for significant cost savings• Potential to realize additional revenue synergies• Improves growth and value proposition