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Added at $11
Bluerock Residential Growth REIT (BRG) Announces Agreement to Internalize Management
Source: PR Newswire (US)
NEW YORK, Aug. 4, 2017 /PRNewswire/ -- Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (the "Company") and its external manager, BRG Manager, LLC (the "Manager"), have entered into a definitive agreement to internalize the external management function currently performed by the Manager.
The transaction was negotiated and approved by a special committee comprised entirely of independent and disinterested members (the "Special Committee") of the Board of Directors of the Company (the "Board") and provides for the internalization of the external management of the Company and the direct employment of the Manager's existing management team and certain other employees. The consideration will be calculated pursuant to a formula established in the Management Agreement at the time of the Company's initial public offering and is expected to be approximately $41 - $42 million. To further align the interests of our management team with those of our stockholders, 99.9% of the consideration will be paid in equity, comprised of units of limited partnership interest ("OP Units") in the Company's operating partnership and shares of Class C Common Stock, which are being issued to provide the recipients with a voting franchise commensurate with their economic interest in the OP Units. As part of the transaction, the recipients have agreed to limit their voting rights to 9.9% of the then-outstanding voting rights of the Company's capital stock. The Special Committee believes that the internalization of management will reduce expenses as the Company grows and further align the interests of management, the Board and stockholders.
In addition to the internalization, the Company announced that the Board is undertaking a review of the Company's dividend policy for the Company's Class A Common Stock.
Key Aspects of the Internalization
"Since our IPO, we have communicated to the market that we would internalize management upon achieving a $500 million equity base, at which point an internal structure was expected to become accretive for our stockholders. We are delivering on that promise today, positioning the Company with a more robust institutional structure for its next phase of growth, while providing strategic, operational and financial benefits that are expected to enhance stockholder value," said Ramin Kamfar, Chief Executive Officer. Potential benefits of the internalization include:
Immediate Cost Savings and Accretion – Excluding the one-time costs associated with the internalization, the Company expects to experience savings of approximately $3.8 million over the first 12 months based on the annualized run rate for the third quarter of 2017.
Increasing Economies of Scale with Growth – Through elimination of the 1.5% base management fee on equity and the 20% incentive management fee currently payable under the Management Agreement, the internalization facilitates increasing economies of scale as the Company's equity capital grows.
Alignment of Interests through Ownership – The increased equity ownership of the Company by key executives as a result of the internalization is expected to further align the interests of such key executives with those of the Company's stockholders.
Mitigation of Conflicts – The proposed transaction will mitigate perceived or actual existing conflicts of interest between the Company and the Manager.
Simplified Structure with Control of Key Functions – The proposed transaction will simplify the Company's structure through the unification of all of the Company's and the Manager's investment activity and resources under a single, transparent corporate structure, and enable the Company the ability to control key functions that are important to the growth of its business.
Potential for Expanded Institutional Investor Base – The Company believes an internal management structure is preferred by the investment community over an external management structure and has the potential to attract new institutional investors, thereby improving the Company's ability to raise capital.
Continuity of Management Team – The existing management team of the Manager, including the Company's current executive officers, will become employees of the Company. The Company will enter into employment agreements with each of its Chief Executive Officer, its President and Chief Operating Officer, its Chief Investment Officer, its Chief Acquisitions Officer, its Chief Legal Officer, and its Chief Financial Officer, providing a seamless transition and clarity as to future senior leadership.
The proposed transaction was unanimously approved by the Special Committee, which was formed to review, consider and negotiate the terms and conditions of the internalization, including the composition of the consideration payable in connection with the internalization, and to recommend to the full Board whether to pursue the internalization and, if so, on what terms and conditions. The full Board also unanimously approved the proposed transaction.
Duff & Phelps, LLC acted as financial advisor to the independent Special Committee in connection with the transaction and issued a fairness opinion to the Special Committee in connection with the transaction.
The proposed transaction is expected to close promptly after the Company's annual meeting of stockholders, currently scheduled for October 26, 2017, and must close on or before February 3, 2018, pursuant to the Contribution Agreement, which sets forth the material terms of the internalization. The proposed transaction remains subject to: (i) the approval of the issuances of equity by a majority of the Company's stockholders and disinterested stockholders voting at the Company's annual meeting of stockholders; and (ii) other customary closing conditions.
Dividend Evaluation by the Company's Board of Directors
In addition, the Board has initiated, in conjunction with a financial advisor, a comprehensive review of the appropriate dividend policy for the Company's Class A Common Stock. The Board's goal will be to pursue a long-term dividend strategy that it believes will be competitive, sustainable and covered, while enabling the Company to deliver long-term growth in the share price of our Class A Common Stock. The Board's evaluation will consider factors including, but not limited to, achieving a sustainable dividend covered by current recurring AFFO (vs. pro forma AFFO), multifamily and small cap peer dividend rates, multifamily and small cap peer payout ratios, providing financial flexibility for the Company, and achieving an appropriate balance between the retention of capital to invest and grow net asset value, and the importance of current distributions. The Board is expected to complete its review of the dividend policy for the Company's Class A Common Stock in the fourth quarter of 2017.
The Board's review will address the dividend policy for the Company's Class A Common Stock only. The terms of each series of the Company's issued and outstanding preferred stock provide for fixed annual dividend rates, and are not subject to adjustment at the Board's discretion.
About Bluerock Residential Growth REIT, Inc.
Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) is a real estate investment trust that focuses on acquiring a diversified portfolio of Class A institutional-quality apartment properties in demographically attractive growth markets to appeal to the renter by choice. The Company's objective is to generate value through off-market/relationship-based transactions and, at the asset level, through improvements to operations and properties. The Company generally invests with strategic regional partners, including some of the best-regarded private owner-operators in the United States, enabling the Company to operate as a local sharpshooter in each of its markets while enhancing its off-market sourcing capabilities. The Company's Class A Common Stock is included on the Russell 2000 and Russell 3000 Indexes. The Company has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.
Advisors
Duff & Phelps, LLC acted as financial advisor to the Special Committee in connection with the proposed internalization. Morrison & Foerster LLP acted as legal advisor to the Special Committee in connection with the proposed internalization. Kaplan Voekler Cunningham & Frank PLC acted as legal advisor to the Company in connection with the proposed internalization. Vinson & Elkins LLP acted as legal advisor to the Manager in connection with the proposed internalization. FPL Associates L.P. acted as an executive compensation consultant to the compensation committee of the Board with respect to the employment agreements discussed herein.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements are statements that are not historical, including statements regarding management's intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as "believe," "expect," "anticipate," "intend," "estimate," "may," "will," "should" and "could." Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company's present expectations, but these statements are not guaranteed to occur,including, without limitation, with respect to the completion of the proposed internalization on the terms described or at all and the expected benefits of the proposed internalization.Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: the failure to receive, on a timely basis or otherwise, the required approvals by the Company's stockholders, governmental or regulatory agencies and third parties; the risk that a condition to closing of the proposed internalization may not be satisfied; and the Company's ability to consummate the proposed internalization. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements.
Additional Information and Where to Find It
This press release is being made in respect of the proposed internalization involving the Company, the Operating Partnership, the Manager and certain other parties. The proposed internalization will be submitted to the stockholders of the Company for their consideration. In connection with the proposed internalization, the Company intends to file a proxy statement and other documents regarding the proposed internalization with the United States Securities and Exchange Commission (the "SEC"). INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) REGARDING THE PROPOSED INTERNALIZATION AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED INTERNALIZATION. The definitive proxy statement will be mailed to the Company's stockholders. You may obtain copies of all documents filed with the SEC concerning the proposed internalization, free of charge, at the SEC's website at www.sec.gov, including the Company's Current Report on Form 8-K filed with the SEC on August 4, 2017. In addition, stockholders may obtain free copies of the documents filed with the SEC by the Company through its website at http://www.bluerockresidential.com. The information on our website is not, and shall not be deemed to be a part hereof or incorporated into this or any other filings with the SEC. You may also request them in writing, by telephone or via the Internet at:
Bluerock Residential Growth REIT, Inc.
712 Fifth Avenue, 9th Floor
New York, New York 10019
(212) 843-1601
Attn: Ryan MacDonald
Website: http://www.bluerockresidential.com
View original content:http://www.prnewswire.com/news-releases/bluerock-residential-growth-reit-brg-announces-agreement-to-internalize-management-300499750.html
SOURCE Bluerock Residential Growth REIT, Inc.
Copyright 2017 PR Newswire
Apollo Investment (NASDAQ:AINV): Q2 NII of $0.15 in-line.
• Total investment income of $66.71M (-12.8% Y/Y) beats by $0.64M.
Eww are you serious? Good buy sell off
Any thoughts on tomorrow closing share price?
Thank you
When are they reporting earnings?
Wow just one day notice huh
When are they reporting earnings?
If they cut to .10 and SP drops to $6 that 20% divy -)
I kinda hope the earnings are bad and they cut to .10 divy that would be great averaging down opportunity -)
Great another year
Is there news? Why the pop yesterday and today?
$5's tomorrow?
$35? Premarket?
Your holding through earnings? Interesting
.14 cents!!!
Maybe divy announced today hmm
The big drop tomorrow? Loading zone
Red every day
Trump new bank regulator
Can't remember all the details on all 30 of my investments. Sorry
Why do you say it will cut divy?
Sorry didn't mean to put question marks.. lol
Can't wait to buy more??
When is the next dip? I believe you said it drops big every month
Only been holding for about a year so I will continue to be patient
Yes sometimes I'm afraid I won't be able to get out if wanted to. Not much action here. But must admit lower lows lately and approaching 52w low
1's today?
Big insider buy
Are you not aware that there's a sell off in the market today?
Rite Aid Enters into an Agreement with Walgreens Boots Alliance to Sell 2,186 Rite Aid Stores & Related Assets for $5.175 Bil...
Source: Business Wire
Rite Aid and Walgreens Boots Alliance Mutually Agree to Terminate Previous Agreement Under Which Walgreens Boots Alliance Was to Acquire All Outstanding Shares of Rite Aid
Rite Aid to Receive $325 Million Termination Fee
Asset Sale Repositions Rite Aid as an Independent, Multi-Regional Drugstore Chain and Pharmacy Benefits Manager With Compelling Footprint in Key Markets and Strong Financial Position
Proceeds to Be Used to Significantly Reduce Debt and Strengthen Balance Sheet
Agreement Provides Rite Aid With 10-Year Pharmaceutical Purchase Option Through WBA Affiliate
Company Reports Fiscal 2018 First Quarter Results
Rite Aid Corporation (NYSE:RAD) today announced that it has entered into an asset purchase agreement with Walgreens Boots Alliance, Inc. (Nasdaq: WBA), whereby WBA will acquire 2,186 stores, related distribution assets and inventory from Rite Aid for an all-cash purchase price of $5.175 billion, on a cash-free, debt-free basis. Under the terms of the agreement, Rite Aid has the option to purchase generic drugs that are sourced through an affiliate of WBA at cost, substantially equivalent to Walgreens for a period of 10 years.
The company also announced the immediate termination of the merger agreement, which was announced on October 27, 2015 and amended on January 29, 2017, under which WBA would have acquired all outstanding shares of Rite Aid. The decision to terminate the merger agreement follows feedback received from the Federal Trade Commission ("FTC") that led the company to believe that the parties would not have obtained FTC clearance to consummate the merger.
In connection with the termination, WBA has agreed to pay Rite Aid a termination fee in the amount of $325 million in cash. In light of the termination of the merger agreement, the divestiture agreement with Fred’s, Inc. (Nasdaq: FRED) was also terminated, effective today.
“While we believe that pursuing the merger with WBA was the right thing to do for our investors and customers, this new agreement provides a clear path forward and positions Rite Aid as a strong, independent, multi-regional drugstore chain and pharmacy benefits manager with a compelling footprint in key markets,” said Rite Aid Chairman and CEO John Standley. “The transaction offers clear solutions to assist us in addressing our pharmacy margin challenges and allows us to significantly reduce debt, resulting in a strong balance sheet and improved financial flexibility moving forward.”
Standley continued, “I would like to thank our entire Rite Aid team for their extraordinary efforts during this process and their tremendous focus on taking great care of our customers and patients. We have an outstanding team of associates and, with their continued support, we will work together to deliver a great customer experience, improve our business and deliver value to all of our stakeholders.”
The 2,186 stores included in the agreement are primarily located in the Northeast, Mid-Atlantic and Southeastern regions of the United States. The three distribution centers included in the agreement are located in Dayville, Conn., Philadelphia and Spartanburg, S.C. Under the terms of the agreement, Rite Aid will provide certain transition services to WBA for up to three years after the closing of the transaction.
The transaction, which is expected to close within six months, has been approved by the Boards of Directors of Rite Aid and WBA and is subject to antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. Approval of this transaction does not require a shareholder vote.
Rite Aid expects to use a substantial majority of the net proceeds from the transaction to repay existing indebtedness, significantly reducing Rite Aid’s leverage levels. Rite Aid also expects that the federal tax gain on the sale of the assets will be largely offset by its net operating loss carryforwards, resulting in a minimal cash tax payment on this transaction.
Following the completion of the transaction, Rite Aid will continue to operate EnvisionRx, its pharmacy benefit manager, RediClinic and Health Dialog and leverage the capabilities of these subsidiaries to deliver a higher level of care in the communities it serves.
First Quarter Summary
Today the company also reported operating results for its first fiscal quarter ended June 3, 2017.
For the first quarter, the company reported revenues of $7.8 billion, net loss of $75.3 million, or $0.07 per diluted share, Adjusted net loss of $52.4 million, or $0.05 per diluted share and Adjusted EBITDA of $192.6 million, or 2.5 percent of revenues.
Revenues for the quarter were $7.8 billion compared to revenues of $8.2 billion in the prior year’s first quarter, a decrease of $402.7 million or 4.9 percent. Retail Pharmacy Segment revenues were $6.4 billion and decreased 4.9 percent compared to the prior year period primarily as a result of a decrease in same store sales and reimbursement rates. Revenues in the company’s Pharmacy Services Segment were $1.5 billion and decreased 5.6 percent compared to the prior year period, due to an election to participate in fewer Medicare Part D regions, which caused a decrease in covered lives at Envision Insurance Company.
Same store sales for the quarter decreased 3.9 percent over the prior year, consisting of a 5.0 percent decrease in pharmacy sales and a 1.5 percent decrease in front-end sales. Pharmacy sales included an approximate 222 basis point negative impact from new generic introductions. The number of prescriptions filled in same stores, adjusted to 30-day equivalents, decreased 1.1 percent over the prior year period due in part, to exclusion from certain pharmacy networks that Rite Aid participated in the prior year. Prescription sales accounted for 67.9 percent of total drugstore sales, and third party prescription revenue was 98.3 percent of pharmacy sales.
Net loss was $75.3 million or $0.07 per diluted share compared to last year’s first quarter net loss of $4.6 million or $0.00 per diluted share. The decline in operating results is due primarily to a decline in Adjusted EBITDA, partially offset by a higher income tax benefit.
Adjusted EBITDA (which is reconciled to net loss in the attached tables) was $192.6 million or 2.5 percent of revenues for the first quarter compared to $286.0 million or 3.5 percent of revenues for the same period last year. The decline in Adjusted EBITDA is due to a decrease of $100.9 million in the Retail Pharmacy Segment, resulting from lower pharmacy gross profit, which decreased due to lower reimbursement rates, which the company was unable to fully offset with generic purchasing efficiencies and script count, partially offset by good cost control. Adjusted EBITDA in the Pharmacy Services Segment increased $7.4 million compared to the prior year as a result of higher gross profit.
In the first quarter, the company opened 1 store, relocated 4 stores, remodeled 67 stores and expanded 1 store, bringing the total number of wellness stores chainwide to 2,482. The company closed 14 stores, resulting in a total store count of 4,523 at the end of the first quarter.
Conference Call Broadcast
Rite Aid will hold an analyst call at 10:30 a.m. Eastern Time today with remarks by Rite Aid's management team. Slides related to materials discussed on the call will be available on both sites. A playback of the call will be available on both sites starting at 1:30 p.m. Eastern Time today. A playback of the call will also be available by telephone beginning at 1:30 p.m. Eastern Time today until 11:59 p.m. Eastern Time on June 29, 2017. The playback number is 1-855-859-2056 from within the U.S. and Canada or 1-404-537-3406 from outside the U.S. and Canada with the eight-digit reservation number 47541423.
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 the expected timing of the closing of the sale of stores and assets to WBA; the ability of the parties to complete the sale and related transactions considering the various closing conditions; the outcome of legal and regulatory matters, including with respect to the outcome of discussions with the Federal Trade Commission and otherwise in connection with the sale of stores and assets of Rite Aid to WBA; the expected benefits of the transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of Rite Aid following completion of the proposed transactions; the ability of Rite Aid to implement new business strategies following the completion of the proposed transactions 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, our high level of 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 term strategy; 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; outcomes of legal and regulatory matters; changes in legislation or regulations, including healthcare reform; our ability to achieve the benefits of our efforts to reduce the costs of our generic and other drugs; risks related to the proposed transactions, including the possibility that the transactions may not close, including because a governmental entity (including the Federal Trade Commission) may prohibit, delay or refuse to grant approval for the consummation of the transactions, or may require conditions, limitations or restrictions in connection with such approvals, the risk that there may be a material adverse change of Rite Aid, or the business of Rite Aid may suffer as a result of uncertainty surrounding the proposed transactions; risks related to the ability to realize the anticipated benefits of the proposed transactions; risks associated with the financing of the proposed transaction; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; the effect of the pending sale on Rite Aid's business relationships (including, without limitation, customers and suppliers), operating results and business generally; risks related to diverting management's or employees' attention from ongoing business operations; the risk that Rite Aid's stock price may decline significantly if the proposed transaction is not completed; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transactions; potential changes to our strategy in the event the proposed transactions do not close, which may include delaying or reducing capital or other expenditures, selling assets or other operations, attempting to restructure or refinance our debt, or seeking additional capital, and other business effects. 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, and in other documents that we file or furnish with the Securities and Exchange Commission, which you are encouraged to read. 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. 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
The company 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 of EnvisionRx intangible assets, merger and acquisition-related costs, loss on debt retirements and LIFO adjustments. 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, inventory write-downs related to store closings, debt retirements and other items (including stock-based compensation expense, merger and acquisition-related costs, severance and costs related to distribution center closures, gain or loss on sale of assets and revenue deferrals related to our customer loyalty program).
RITE AID CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(unaudited)
June 3, 2017 March 4, 2017
ASSETS
Current assets:
Cash and cash equivalents $ 214,449 $ 245,410
Accounts receivable, net 1,781,175 1,771,126
Inventories, net of LIFO reserve of $1,016,650 and $999,776 2,789,176 2,837,211
Prepaid expenses and other current assets 192,767 211,541
Total current assets
4,977,567 5,065,288
Property, plant and equipment, net 2,218,333 2,251,692
Goodwill 1,715,479 1,715,479
Other intangibles, net 787,969 835,795
Deferred tax assets 1,556,301 1,505,564
Other assets 204,489 219,934
Total assets $ 11,460,138 $ 11,593,752
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt and lease financing obligations $ 22,460 $ 21,335
Accounts payable 1,646,457 1,613,909
Accrued salaries, wages and other current liabilities 1,339,778 1,370,004
Total current liabilities 3,008,695 3,005,248
Long-term debt, less current maturities 7,177,918 7,263,288
Lease financing obligations, less current maturities 39,889 44,070
Other noncurrent liabilities 673,008 667,076
Total liabilities 10,899,510 10,979,682
Commitments and contingencies - -
Stockholders' equity:
Common stock 1,053,685 1,053,690
Additional paid-in capital 4,848,675 4,839,854
Accumulated deficit (5,299,929 ) (5,237,157 )
Accumulated other comprehensive loss (41,803 ) (42,317 )
Total stockholders' equity 560,628 614,070
Total liabilities and stockholders' equity $ 11,460,138 $ 11,593,752
RITE AID CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(unaudited)
Thirteen weeks ended
June 3, 2017
Thirteen weeks ended
May 28, 2016
Revenues $ 7,781,453 $ 8,184,181
Costs and expenses:
Cost of revenues 6,022,419 6,289,881
Selling, general and administrative expenses 1,761,290 1,793,247
Lease termination and impairment charges 4,086 5,781
Interest expense 109,937 105,113
(Gain) loss on sale of assets, net (5,721 ) 1,056
7,892,011 8,195,078
Loss before income taxes (110,558 ) (10,897 )
Income tax benefit (35,209 ) (6,309 )
Net loss $ (75,349 ) $ (4,588 )
Basic and diluted loss per share:
Numerator for loss per share:
Loss attributable to common stockholders - basic and diluted $ (75,349 ) $ (4,588 )
Denominator:
Basic and diluted weighted average shares 1,046,826 1,042,437
Basic and diluted loss per share $ (0.07 ) $ (0.00 )
RITE AID CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(unaudited)
Thirteen weeks ended
June 3, 2017
Thirteen weeks ended
May 28, 2016
Net loss $ (75,349 ) $ (4,588 )
Other comprehensive income:
Defined benefit pension plans:
Amortization of prior service cost, net transition obligation and net actuarial losses included in net periodic pension cost, net of $342 and $451 tax expense 514 681
Total other comprehensive income 514 681
Comprehensive loss $ (74,835 ) $ (3,907 )
RITE AID CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL SEGMENT OPERATING INFORMATION
(Dollars in thousands)
(unaudited)
Thirteen weeks ended
June 3, 2017
Thirteen weeks ended
May 28, 2016
Retail Pharmacy Segment
Revenues (a) $ 6,350,208 $ 6,675,548
Cost of revenues (a) 4,696,146 4,870,181
Gross profit 1,654,062 1,805,367
LIFO charge 16,874 13,751
FIFO gross profit 1,670,936 1,819,118
Gross profit as a percentage of revenues 26.05 % 27.04 %
LIFO charge as a percentage of revenues 0.27 % 0.21 %
FIFO gross profit as a percentage of revenues 26.31 % 27.25 %
Selling, general and administrative expenses 1,682,391 1,723,903
Selling, general and administrative expenses as a percentage of revenues 26.49 % 25.82 %
Cash interest expense 104,423 99,682
Non-cash interest expense 5,476 5,429
Total interest expense 109,899 105,111
Adjusted EBITDA 143,965 244,827
Adjusted EBITDA as a percentage of revenues 2.27 % 3.67 %
Pharmacy Services Segment
Revenues (a) $ 1,513,241 $ 1,602,359
Cost of revenues (a) 1,408,269 1,513,426
Gross profit 104,972 88,933
Gross profit as a percentage of revenues 6.94 % 5.55 %
Adjusted EBITDA 48,599 41,175
Adjusted EBITDA as a percentage of revenues 3.21 % 2.57 %
(a) -
Revenues and cost of revenues include $81,996 and $93,726 of inter-segment activity for the thirteen weeks ended June 3, 2017 and May 28, 2016, 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
June 3, 2017
Thirteen weeks ended
May 28, 2016
Reconciliation of net loss to adjusted EBITDA:
Net loss $ (75,349 ) $ (4,588 )
Adjustments:
Interest expense 109,937 105,113
Income tax benefit (35,209 ) (6,309 )
Depreciation and amortization 142,092 138,788
LIFO charge 16,874 13,751
Lease termination and impairment charges 4,086 5,781
Other 30,133 33,466
Adjusted EBITDA $ 192,564 $ 286,002
Percent of revenues 2.47 % 3.49 %
RITE AID CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
ADJUSTED NET (LOSS) INCOME
(Dollars in thousands, except per share amounts)
(unaudited)
Thirteen weeks ended
June 3, 2017
Thirteen weeks ended
May 28, 2016
Net loss $ (75,349 ) $ (4,588 )
Add back - Income tax benefit (35,209 ) (6,309 )
Loss before income taxes (110,558 ) (10,897 )
Adjustments:
Amortization of EnvisionRx intangible assets 20,716 20,315
LIFO charge 16,874 13,751
Merger and Acquisition-related costs 7,239 2,756
Adjusted (loss) income before income taxes (65,729 ) 25,925
Adjusted income tax (benefit) expense (a) (13,292 ) 9,590
Adjusted net (loss) income $ (52,437 ) $ 16,335
Adjusted net (loss) income per diluted share:
Numerator for adjusted net (loss) income per diluted share:
Adjusted net (loss) income $ (52,437 ) $ 16,335
Denominator:
Basic weighted average shares 1,046,826 1,042,437
Outstanding options and restricted shares, net - 17,187
Diluted weighted average shares 1,046,826 1,059,624
Net loss per diluted share $ (0.07 ) $ (0.00 )
Adjusted net (loss) income per diluted share $ (0.05 ) $ 0.02
(a)
The fiscal year 2018 and 2017 annual effective tax rates, adjusted to exclude amortization of EnvisionRx intangible assets, LIFO charges and Merger and Acquisition-related costs from book income, are used for the thirteen weeks ended June 3, 2017 and May 28, 2016, respectively.
RITE AID CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
Thirteen weeks ended
June 3, 2017
Thirteen weeks ended
May 28, 2016 (a)
OPERATING ACTIVITIES:
Net loss $ (75,349 ) $ (4,588 )
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization 142,092 138,788
Lease termination and impairment charges 4,086 5,781
LIFO charge 16,874 13,751
(Gain) loss on sale of assets, net (5,721 ) 1,056
Stock-based compensation expense 9,038 11,144
Changes in deferred taxes (38,160 ) (5,749 )
Excess tax benefit on stock options and restricted stock - (883 )
Changes in operating assets and liabilities:
Accounts receivable (13,757 ) (74,530 )
Inventories 31,172 59,440
Accounts payable 4,372 115,646
Other assets and liabilities, net 18,087 (99,856 )
Net cash provided by operating activities 92,734 160,000
INVESTING ACTIVITIES:
Payments for property, plant and equipment (60,738 ) (106,077 )
Intangible assets acquired (8,234 ) (16,381 )
Proceeds from dispositions of assets and investments 8,639 3,088
Proceeds from insured loss 2,137 -
Net cash used in investing activities (58,196 ) (119,370 )
FINANCING ACTIVITIES:
Net payments to revolver (90,000 ) (20,000 )
Principal payments on long-term debt (4,267 ) (5,721 )
Change in zero balance cash accounts 28,768 2,262
Net proceeds from the issuance of common stock 147 2,371
Excess tax benefit on stock options and restricted stock - 883
Payments for taxes related to net share settlement of equity awards (147 ) (56 )
Net cash used in financing activities (65,499 ) (20,261 )
(Decrease) increase in cash and cash equivalents (30,961 ) 20,369
Cash and cash equivalents, beginning of period 245,410 124,471
Cash and cash equivalents, end of period $ 214,449 $ 144,840
SUPPLEMENTAL CASH FLOW INFORMATION
Payments for property, plant and equipment $ 60,738 $ 106,077
Intangible assets acquired 8,234 16,381
Total cash capital expenditures 68,972 122,458
Equipment received for noncash consideration 1,295 632
Equipment financed under capital leases 3,857 1,553
Gross capital expenditures $ 74,124 $ 124,643
(a)
During the thirteen weeks ended June 3, 2017, the Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which resulted in a retrospective reclassification of $56 thousand for payments for taxes related to net share settlement of equity awards from operating activities to financing activities which increased net cash provided by operating activities and increased cash used in financing activities for the thirteen weeks ended May 28, 2016.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170629005563/en/
Rite Aid Corporation
INVESTORS:
Matt Schroeder, 717-214-8867
investor@riteaid.com
or
MEDIA:
Susan Henderson, 717-730-7766
Salix Announces Filing Acceptance for PLENVU®* Next Generation Bowel Cleansing Preparation for Colonoscopies
Source: PR Newswire (US)
BRIDGEWATER, N.J., June 28, 2017 /PRNewswire/ -- Valeant Pharmaceuticals International, Inc.'s (NYSE: VRX AND TSX: VRX) wholly owned subsidiary, Salix Pharmaceuticals, a leading specialty pharmaceutical company committed to the prevention and treatment of gastrointestinal disorders, today announced that the U.S. Food and Drug Administration (FDA) accepted the New Drug Application for NER1006 (PLENVU®*) a novel, lower-volume polyethylene glycol based bowel preparation that has been developed to help provide complete bowel cleansing, with an additional focus on the ascending colon. As high preparation volumes can often be a deterrent in patients fully completing their regimen, PLENVU®, when approved, will offer the lowest total volume of solution for an FDA-approved bowel cleanser in the market.
Colorectal cancer is the third leading cause of cancer-related deaths in women in the United States and the second leading cause in men, and successful colorectal cancer screening can save lives.1
"Effective bowel preparation is an important factor for a successful colonoscopy and for detecting adenomas and polyps," said Mark McKenna, senior vice president and general manager, Salix Pharmaceuticals. "If approved, PLENVU® may enhance bowel cleansing and the overall bowel prep experience relating to a colonoscopy."
PLENVU® was licensed by Norgine B.V. to Salix in August 2016. PLENVU® is not a U.S.- approved drug.
About PLENVU® (NER1006)
PLENVU® (NER1006) is a novel, low volume (1L) polyethylene glycol based bowel preparation that has been developed to provide whole bowel cleansing, with an additional focus on the ascending colon. This low-volume solution is developed not only to support improved patient acceptability and compliance but also to contribute to effectiveness of colonoscopy procedures at detecting colon cancer and for optimized bowel surveillance, through effective bowel cleansing.
About Norgine
Norgine is a leading European specialist pharmaceutical company with a direct commercial presence in all major European markets. In 2016, Norgine's total revenue was EUR 368 million. Norgine employs over 1,000 people across its commercial, development and manufacturing operations and manages all aspects of product development, production, marketing, sale and supply. Norgine specialises in gastroenterology, hepatology, cancer and supportive care. Norgine is headquartered in the Netherlands. Norgine owns a R&D site in Hengoed, Wales and two manufacturing sites in Hengoed, Wales and Dreux, France. For more information, please visit www.norgine.com
About Salix
Salix Pharmaceuticals is one of the largest specialty pharmaceutical companies in the world committed to the prevention and treatment of gastrointestinal diseases. For almost 30 years, Salix has licensed, developed, and marketed innovative products to improve patients' lives and arm healthcare providers with life-changing solutions for many chronic and debilitating conditions. Salix currently markets its product line to U.S. healthcare providers through an expanded sales force that focuses on gastroenterology, hepatology, pain specialists, and primary care. Salix, a wholly owned subsidiary of Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX), is headquartered in Bridgewater, New Jersey.
Forward-looking Statements
This press release contains forward-looking statements. Forward-looking statements may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, unless required by law.
*Provisionally approved name
1 American Cancer Society (2017) Key Statistics for Colorectal Cancer. Retrieved from https://www.cancer.org/cancer/colon-rectal-cancer/about/key-statistics.html
MOV.0049.USA.17
Media Contact:
Karen Paff
Karen.paff@salix.com
908-927-1190
Investor Contacts:
Arthur Shannon
arthur.shannon@valeant.com
514-856-3855
877-281-6642 (toll free)
Elif McDonald
elif.mcdonald@valeant.com
514-856-3855
877-281-6642 (toll free)
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/salix-announces-filing-acceptance-for-plenvu-next-generation-bowel-cleansing-preparation-for-colonoscopies-300481172.html
SOURCE Salix Pharmaceuticals, Ltd.
Copyright 2017 PR Newswire
Post #4444
I'm pretty sure everyone is lowering prices not raising.. Amazon effect
Are you saying OAKS is going to get delisted?
OPKO Health Announces KDIGO Clinical Practice Guideline Update on CKD-MBD
Source: GlobeNewswire Inc.
OPKO Health, Inc. (NASDAQ:OPK) today announced that the Kidney Disease Improving Global Outcomes (KDIGO) organization has updated its Clinical Practice Guideline for the Diagnosis, Evaluation, Prevention and Treatment of Chronic Kidney Disease-Mineral and Bone Disorder (CKD-MBD). (http://kdigo.org/wp-content/uploads/2017/02/2017-KDIGO-CKD-MBD-GL-Update.pdf)
The update amends the 2009 KDIGO Clinical Practice Guideline and presents revised positions on current standards of care for the treatment of secondary hyperparathyroidism (SHPT) in patients with CKD stages 3 or 4:
Calcitriol and (1a-hydroxylated) vitamin D analogs: These therapies are no longer suggested for routine use and should be reserved for patients with stage 4 or 5 CKD with severe and progressive hyperparathyroidism. The guideline notes that recent randomized clinical trials of calcitriol and its analogs failed to demonstrate improvements in outcomes but demonstrated increased risk of hypercalcemia, leading KDIGO to conclude that the risk-benefit ratio was no longer favorable for routine usage in patients with stage 3 or 4 CKD.
Nutritional vitamin D: Supplementation with ergocalciferol or cholecalciferol remains unproven as a treatment for SHPT.
The updated guideline acknowledges Rayaldee® (extended release calcifediol) as a novel vitamin D prohormone and mentions that it both increases serum levels of 25-hydroxyvitamin D and lowers PTH in patients with stage 3 or 4 CKD. Developed by OPKO Health, Rayaldee is the first and only FDA-approved extended-release prohormone to treat SHPT and it has a safety profile similar to that of placebo.1
“The updated guideline represents a needed shift in the way nephrologists manage secondary hyperparathyroidism in patients with stage 3 or 4 chronic kidney disease,” said Michael J. Germain, MD, Professor of Medicine, Tufts University School of Medicine and Nephrologist/Partner, Western New England Renal & Transplant Associates, PC, Springfield, MA. “SHPT is one of the most common complications of CKD and, unfortunately, it has also been historically difficult to treat due to a lack of an effective and appropriate, FDA-approved treatment option. Having this updated guidance and the availability of an option like Rayaldee are significant advancements for both patients and providers managing this complex disease.”
“The updated KDIGO guideline highlights the unmet needs that exist in the treatment of SHPT, and we are working with physicians and other health care professionals to address these needs with Rayaldee,” said Charles W. Bishop, PhD, CEO of the OPKO Health Renal Division.
About Rayaldee
Rayaldee is indicated for the treatment of secondary hyperparathyroidism (SHPT) in adults with stage 3 or 4 CKD and vitamin D insufficiency, defined as serum total 25-hydroxyvitamin D less than 30 ng/mL. It is not indicated in patients with stage 5 chronic kidney disease or end-stage renal disease on dialysis.2
Potential side effects of Rayaldee include hypercalcemia (elevated serum calcium), which can also lead to digitalis toxicity, and adynamic bone disease with subsequent increased risk of fractures if intact PTH levels are suppressed by Rayaldee to abnormally low levels. Severe hypercalcemia may require emergency attention; symptoms of hypercalcemia may include feeling tired, difficulty thinking clearly, loss of appetite, nausea, vomiting, constipation, increased thirst, increased urination, and weight loss. Digitalis toxicity can be potentiated by hypercalcemia of any cause. Excessive administration of Rayaldee can cause hypercalciuria, hypercalcemia, hyperphosphatemia, or oversuppression of intact PTH. Common symptoms of vitamin D overdosage may include constipation, decreased appetite, dehydration, fatigue, irritability, muscle weakness, or vomiting. Patients concomitantly taking cytochrome P450 inhibitors, thiazides, cholestyramine, phenobarbital or other anticonvulsants may require dose adjustments and more frequent monitoring.
The most common adverse reactions in clinical trials (≥3% and more frequent than placebo) were anemia, nasopharyngitis, increased blood creatinine, dyspnea, cough, congestive heart failure and constipation.
About OPKO Health, Inc.
OPKO Health is a diversified healthcare company that seeks to establish industry leading positions in large, rapidly growing markets. Our diagnostics business includes BioReference Laboratories, the nation's third largest clinical laboratory with a core genetic testing business and a 400 person sales and marketing team to drive growth and leverage new products, including the 4Kscore® prostate cancer test and the Claros® 1 in office immunoassay platform. Our pharmaceutical business features RAYALDEE, an FDA approved treatment for SHPT in stage 3-4 CKD patients with vitamin D insufficiency (launched in November 2016), VARUBITM for chemotherapy induced nausea and vomiting (oral formulation launched by partner TESARO and IV formulation pending FDA approval), OPK88004, a once or twice weekly oxyntomodulin for type 2 diabetes and obesity, in Phase 2 clinical trials, among the new class of GLP-1 glucagon receptor dual agonists, and OPK88003, a selective androgen receptor modulator for benign prostatic hyperplasia (Phase 2). Our biologics business includes hGH-CTP, a once weekly human growth hormone in Phase 3 and partnered with Pfizer; and a long-acting Factor VIIa drug for hemophilia in Phase 2a. More information available at www.opko.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains "forward-looking statements," as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning, including statements regarding the benefits of RAYALDEE, its ability to increase both serum levels of 25-hydroxyvitamin D and 1,25-dihydroxyvitamin D and lower parathyroid hormone, whether RAYALDEE will fill a treatment gap in treatment of SHPT, as well as other non-historical statements about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission and in our other filings with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date the statements were made, and we do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
1 Sprague SM, Crawford PW, Melnick JZ, et al. Use of extended-release calcifediol to treat secondary hyperparathyroidism in stages 3 and 4 chronic kidney disease. Am J Nephrol. 20 l 6;44:316-325.
2 Rayaldee [prescribing information]. Miami, FL: OPKO Pharmaceuticals, LLC; July 2016.
Contacts:
OPKO Health
Tara Mackay, 305-575-4100
tmackay@opko.com
or
David Malina, 305-575-4137
DMalina@opko.com Investor Relations
or
Media
Rooney Partners
Terry Rooney, 212-223-0689
trooney@rooneyco.com
or
Marion Janic, 212-223-4017
mjanic@rooneyco.com
or
Investors
LHA Investor Relations
Anne Marie Fields, 212-838-3777
afields@lhai.com
or
Bruce Voss, 310-691-7100
bvoss@lhai.com
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Wtf happened today?
Thanks Jugs
If oil drops below $40 PFIE could go below a $1 again. So lick my wounds and walk away with 60% to put to work