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8-K - 8-K - GREAT ATLANTIC & PACIFIC TEA CO INCa11-3689_28k.htm

Exhibit 99.1

 

 

Investor contact:

 Krystyna Lack

Vice President, Treasury Services

(201) 571-4320

 

Press contact:

Eric C. Andrus or Scot Hoffman
Robinson Lerer & Montgomery

(201) 571-4453

 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. ANNOUNCES
THIRD QUARTER 2010 RESULTS

 

Results In Line With Expectations

 

Recent Sales Trends Improved

 

Stores Open and In-Stock

 

No Current Significant Vendor/Supplier Issues

 

MONTVALE, N.J. — January 13, 2011 — The Great Atlantic & Pacific Tea Company (A&P, Other OTC: GAPTQ) today announced fiscal 2010 third quarter results, and provided an update on its comprehensive financial and operational restructuring, which is designed to restore the Company to long-term financial health.

 

Third Quarter 2010 Financial Results

 

·                  Sales for the third quarter were $1.8 billion versus $2.0 billion in last fiscal year’s third quarter. Comparable store sales decreased 4.9 percent.

·                  For the third quarter, reported loss from continuing operations was $181 million versus last year’s third quarter reported loss from continuing operations of $502 million.

·                  EBITDA was negative $94 million for the third quarter versus negative $413 million for the last fiscal year’s third quarter.

·                  Excluding certain non-cash and non-operating items (detailed on Schedule 3), net adjusted EBITDA was $20 million versus $44 million for last fiscal year’s third quarter.

 

1



 

·                  The Company has access to $800 million in Debtor-in-Possession (DIP) financing, which enables it to continue paying local suppliers, vendors, employees and others in the ordinary course of business.

 

Sam Martin, President and Chief Executive Officer, said, “We saw modest improvement in certain of our third quarter financial results due to the steps we’ve taken to implement our turnaround plan and the continued dedication of our talented Associates.  Chapter 11 will allow us to restructure our debt, reduce our structural costs, and address our legacy issues.  With access to a significant amount of liquidity, we are making strategic decisions that will enable us to complete our turnaround and emerge with a new capital structure and an enhanced ability to provide value to our customers.”

 

Turnaround Plan

 

As announced on December 12, 2010, the Company filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. On December 13, 2010, the Bankruptcy Court granted the Company’s motions seeking approval of various “first day orders” on an interim basis, with such orders becoming final on January 10, 2011. The relief granted in these orders ensures that the Company has the ability to operate during the Chapter 11 cases. In this regard, the Bankruptcy Court approved the Company’s $800 million DIP financing facility provided by JPMorgan Chase & Co. Of the total DIP facility, a $350 million term loan was immediately funded. On January 10, 2011, the Court granted final approval of the entire DIP facility, providing the Company with access to the remaining $450 million of the $800 million DIP facility.

 

With the protection of the Bankruptcy Code and a new management team in place, the Company continues to implement and accelerate the basic elements of the turnaround plan announced last October, including:

 

·      Reducing structural and operating costs;

·      Improving the A&P value proposition for customers; and

·      Enhancing the customer experience in stores.

 

Mr. Martin continued, “With our restructuring underway, our stores have operated normally with fully stocked shelves and the excellent service our customers expect.  I’m pleased that our Associates have continued to deliver great value and service to our customers every day, especially during the busy holiday period and with the additional challenge posed by last month’s blizzard.”

 

About A&P

 

Founded in 1859, A&P is one of the nation’s first supermarket chains. The Company operates 395 stores in eight states and the District of Columbia under the following names: A&P, Waldbaum’s, Pathmark, Best Cellars, The Food Emporium, Super Fresh and Food Basics.

 

2



 

We are required to provide certain reconciliations to GAAP financial measures for any non-GAAP financial measures presented in our press releases and SEC filings. The Company uses the non-GAAP measures “Adjusted loss from operations”, “EBITDA” and “Adjusted EBITDA” to evaluate the Company’s liquidity and performance of our business, and these are among the primary measures used by management for planning and forecasting of future periods. Adjusted loss from operations is defined as loss from operations adjusted for items the Company considers non-operating in nature that management excludes when evaluating the results of the ongoing business. EBITDA is defined as earnings before interest expense, interest and dividend income, taxes, depreciation, amortization and discontinued operations. Adjusted EBITDA is defined as EBITDA adjusted to exclude the following, if applicable: (i) Goodwill, trademark, and long-lived asset impairment, (ii) net restructuring and other charges, (iii) real estate related activity, (iii) stock-based compensation, (iv) pension withdrawal costs, (v) LIFO provision adjustments, (vi) nonoperating (loss) income and (vii) other items that management considers nonoperating in nature and excludes when evaluating the results of the ongoing business. The Company believes the presentation of these measures is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by the Company’s management and makes it easier to compare the Company’s results with other companies that have different financing and capital structures or tax rates. In addition, these measures are also among the primary measures used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the results of the Company to other companies in its industry. Adjusted loss from operations and Adjusted EBITDA are reconciled to Net Loss on Schedule 3 of this release. In addition, EBITDA and Adjusted EBITDA are reconciled to Net Cash used in operating activities on Schedule 4 of this release.

 

This release contains forward-looking statements about the future performance of the Company, which are based on management’s assumptions and beliefs in light of the information currently available to it. The Company assumes no obligation to update the information contained herein. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements including, but not limited to: the ability to timely and effectively implement the turnaround strategy; the ability to access capital and capitalize on unencumbered and under-encumbered assets; the ability to enter into sale-leaseback transactions or sell non-core assets; various operating factors and general economic conditions; competitive practices and pricing in the food industry generally and particularly in the Company’s principal geographic markets; the Company’s relationships with its employees and the terms of future collective bargaining agreements; certain actions may require Bankruptcy Court approval; the risk that the bankruptcy filing and the related cases disrupt the Company’s current plans and operations; the costs and other effects of legal and administrative cases and proceedings; the nature and extent of continued consolidation in the food industry; capital market conditions that may negatively affect the Company’s cost of capital and the ability of the Company to access capital; availability of capital to the Company; supply or quality control problems with the Company’s vendors; and changes in economic conditions that may affect the buying patterns of the Company’s customers.

 

3



 

The Great Atlantic & Pacific Tea Company, Inc.

Schedule 1 - GAAP Earnings for the 12 and 40 weeks ended December 4, 2010 and December 5, 2009

(Unaudited)

(In thousands, except share amounts and store data)

 

 

 

For the 12 Weeks Ended

 

For the 40 Weeks Ended

 

 

 

December 4, 2010

 

December 5, 2009

 

December 4, 2010

 

December 5, 2009

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

1,793,805

 

$

1,962,692

 

$

6,277,014

 

$

6,817,996

 

Cost of merchandise sold

 

(1,259,568

)

(1,372,108

)

(4,416,258

)

(4,759,185

)

Gross margin

 

534,237

 

590,584

 

1,860,756

 

2,058,811

 

Store operating, general and administrative expense

 

(635,586

)

(631,175

)

(2,087,826

)

(2,109,804

)

Goodwill, trademark and long-lived asset impairment

 

(42,036

)

(412,560

)

(77,684

)

(412,560

)

Loss from operations

 

(143,385

)

(453,151

)

(304,754

)

(463,553

)

Nonoperating (loss) income (1)

 

(213

)

(15,944

)

10,241

 

(24,898

)

Interest expense, net

 

(40,038

)

(45,718

)

(147,306

)

(148,433

)

Loss from continuing operations before income taxes

 

(183,636

)

(514,813

)

(441,819

)

(636,884

)

Benefit from income taxes

 

2,953

 

12,375

 

2,708

 

13,983

 

Loss from continuing operations

 

(180,683

)

(502,438

)

(439,111

)

(622,901

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

Loss from operations of discontinued businesses, net of tax

 

(18,687

)

(57,148

)

(36,655

)

(82,154

)

Gain on disposal of discontinued businesses, net of tax

 

 

 

79

 

 

Loss from discontinued operations

 

(18,687

)

(57,148

)

(36,576

)

(82,154

)

Net loss

 

$

(199,370

)

$

(559,586

)

$

(475,687

)

$

(705,055

)

 

 

 

 

 

 

 

 

 

 

Net Loss per share - basic:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(3.44

)

$

(9.43

)

$

(8.45

)

$

(11.76

)

Discontinued operations

 

(0.34

)

(1.07

)

(0.68

)

(1.55

)

Net loss per share - basic

 

$

(3.78

)

$

(10.50

)

$

(9.13

)

$

(13.31

)

 

 

 

 

 

 

 

 

 

 

Net loss per share - diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(3.44

)

$

(12.85

)

$

(32.09

)

$

(22.36

)

Discontinued operations

 

(0.34

)

(1.50

)

(2.53

)

(3.06

)

Net loss per share - diluted

 

$

(3.78

)

$

(14.35

)

$

(34.62

)

$

(25.42

)

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

53,852,470

 

53,420,248

 

53,688,540

 

53,139,840

 

Weighted average common shares outstanding - diluted

 

53,852,470

 

37,993,212

 

14,448,398

 

26,844,195

 

 

 

 

 

 

 

 

 

 

 

Gross margin rate

 

29.78

%

30.09

%

29.64

%

30.20

%

Store operating, general and administrative expense rate

 

35.43

%

32.16

%

33.26

%

30.94

%

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

49,945

 

$

55,813

 

$

171,841

 

$

191,385

 

 

 

 

 

 

 

 

 

 

 

Number of stores operated at end of period

 

395

 

433

 

395

 

433

 

 


(1)                   Nonoperating income (loss) reflects the fair value adjustments related to the Series B warrants.

 



 

The Great Atlantic & Pacific Tea Company, Inc.

Schedule 2 - Condensed Balance Sheet Data

(Unaudited)

(In millions, except per share and store data)

 

 

 

December 4, 2010

 

February 27, 2010

 

 

 

 

 

 

 

Cash and short-term investments

 

$

92

 

$

252

 

 

 

 

 

 

 

Other current assets

 

651

 

679

 

 

 

 

 

 

 

Total current assets

 

743

 

931

 

 

 

 

 

 

 

Property-net

 

1,305

 

1,488

 

 

 

 

 

 

 

Other assets

 

376

 

408

 

 

 

 

 

 

 

Total assets

 

$

2,424

 

$

2,827

 

 

 

 

 

 

 

Total current liabilities

 

$

901

 

$

730

 

 

 

 

 

 

 

Total non-current liabilities

 

2,404

 

2,493

 

 

 

 

 

 

 

Series A redeemable preferred stock

 

138

 

133

 

 

 

 

 

 

 

Stockholders’ deficit

 

(1,019

)

(529

)

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

 

$

2,424

 

$

2,827

 

 

 

 

 

 

 

Other Statistical Data

 

 

 

 

 

 

 

 

 

 

 

Total Debt and Capital Leases

 

$

1,127

 

$

1,141

 

Total Real Estate Liabilities

 

420

 

334

 

Temporary Investments and Marketable Securities

 

 

(169

)

Net Debt

 

$

1,547

 

$

1,306

 

 

 

 

 

 

 

Total Retail Square Footage (in thousands)

 

16,519

 

18,107

 

 

 

 

 

 

 

Book Value Per Share

 

$

(18.11

)

$

(9.47

)

 

 

 

 

 

 

 

 

 

For the 40

 

For the 40

 

 

 

weeks ended

 

weeks ended

 

 

 

December 4, 2010

 

December 5, 2009

 

 

 

 

 

 

 

Capital Expenditures

 

$

63

 

$

72

 

 



 

The Great Atlantic & Pacific Tea Company, Inc.

Schedule 3 - Reconciliation of GAAP Net Loss to Adjusted (Loss) Income from Operations and Adjusted EBITDA

and Reconciliation of GAAP to Adjusted Store Operating, General and Administrative Expense

for the 12 and 40 weeks ended December 4, 2010 and December 5, 2009

(Unaudited)

(In thousands)

 

 

 

For the 12 Weeks Ended

 

For the 40 Weeks Ended

 

 

 

December 4, 2010

 

December 5, 2009

 

December 4, 2010

 

December 5, 2009

 

Net loss, as reported

 

$

(199,370

)

$

(559,586

)

$

(475,687

)

$

(705,055

)

Loss from discontinued operations

 

18,687

 

57,148

 

36,576

 

82,154

 

Benefit from income taxes

 

(2,953

)

(12,375

)

(2,708

)

(13,983

)

Interest expense, net

 

40,038

 

45,718

 

147,306

 

148,433

 

Nonoperating loss (income)

 

213

 

15,944

 

(10,241

)

24,898

 

As reported loss from operations

 

$

(143,385

)

$

(453,151

)

$

(304,754

)

$

(463,553

)

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Goodwill, trademark and long-lived asset impairment

 

42,036

 

412,560

 

77,684

 

412,560

 

Net restructuring and other

 

11,682

 

1,243

 

24,914

 

4,140

 

Real estate related activity

 

48,115

 

20,584

 

47,881

 

29,812

 

Pension withdrawal costs

 

 

 

 

2,445

 

Self insurance reserve

 

 

 

16,152

 

 

Stock-based compensation

 

1,347

 

640

 

1,246

 

4,683

 

LIFO adjustment

 

642

 

(981

)

2,139

 

1,185

 

Total adjustments

 

103,822

 

434,046

 

170,016

 

454,825

 

 

 

 

 

 

 

 

 

 

 

Adjusted loss from operations

 

$

(39,563

)

$

(19,105

)

$

(134,738

)

$

(8,728

)

Depreciation and amortization

 

49,945

 

55,813

 

171,841

 

191,385

 

Adjusted EBITDA

 

10,382

 

36,708

 

37,103

 

182,657

 

Effect of closed stores

 

10,081

 

6,856

 

28,076

 

17,550

 

Net adjusted EBITDA

 

$

20,463

 

$

43,564

 

$

65,179

 

$

200,207

 

 

 

 

For the 12 Weeks Ended

 

For the 40 Weeks Ended

 

 

 

December 4, 2010

 

December 5, 2009

 

December 4, 2010

 

December 5, 2009

 

Store operating, general and administrative expense, as reported

 

$

635,586

 

$

631,175

 

$

2,087,826

 

$

2,109,804

 

Adjustments:

 

 

 

 

 

 

 

 

 

Net restructuring and other

 

(11,682

)

(1,243

)

(24,914

)

(4,140

)

Real estate related activity

 

(48,115

)

(20,584

)

(47,881

)

(29,812

)

Pension withdrawal costs

 

 

 

 

(2,445

)

Self insurance reserve

 

 

 

(16,152

)

 

Stock-based compensation

 

(1,347

)

(640

)

(1,246

)

(4,683

)

Total adjustments

 

$

(61,144

)

$

(22,467

)

$

(90,193

)

$

(41,080

)

 

 

 

 

 

 

 

 

 

 

Adjusted store operating, general and administrative expense

 

$

574,442

 

$

608,708

 

$

1,997,633

 

$

2,068,724

 

 

 

 

 

 

 

 

 

 

 

Adjusted store operating, general and administrative expense rate

 

32.02

%

31.01

%

31.82

%

30.34

%

 



 

The Great Atlantic & Pacific Tea Company, Inc.

Schedule 4 - Reconciliation of GAAP Net Cash Used in Operating Activities to Adjusted EBITDA

for the 12 and 40 weeks ended December 4, 2010 and December 5, 2009

(Unaudited)

(In thousands)

 

 

 

For the 12 Weeks Ended

 

For the 40 Weeks Ended

 

 

 

December 4, 2010

 

December 5, 2009

 

December 4, 2010

 

December 5, 2009

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(85,841

)

$

(72,235

)

$

(180,264

)

$

(51,009

)

Adjustments to calculate EBITDA:

 

 

 

 

 

 

 

 

 

Impairment of long-lived and intangible assets

 

(42,036

)

(413,987

)

(78,828

)

(417,726

)

Nonoperating income (loss)

 

(213

)

(15,944

)

10,241

 

(24,898

)

Net interest expense

 

40,038

 

45,718

 

147,306

 

148,433

 

Non-cash interest expense

 

(4,400

)

(7,708

)

(27,658

)

(35,101

)

Asset disposition initiatives

 

121

 

(48,767

)

117

 

(57,765

)

Occupancy charges for normal store closures

 

(6,558

)

(20,215

)

(7,024

)

(38,589

)

Gain (loss) on disposal of owned property

 

2,224

 

(2,352

)

4,031

 

1,228

 

Amortization of deferred real estate income

 

1,022

 

1,103

 

3,434

 

3,938

 

Loss from operations of discontinued operations

 

18,687

 

57,148

 

36,655

 

82,154

 

Benefit from income taxes

 

(2,953

)

(12,375

)

(2,708

)

(13,983

)

Deferred income tax benefit

 

3,058

 

12,013

 

3,058

 

12,013

 

Pension withdrawal costs

 

 

 

 

(2,445

)

Self insurance reserve

 

(929

)

 

(22,590

)

(1,613

)

Employee benefit related costs

 

(7,015

)

(4,290

)

(13,728

)

(4,290

)

LIFO reserve

 

(642

)

981

 

(2,139

)

(1,185

)

Stock compensation expense

 

(1,347

)

(640

)

(1,246

)

(4,683

)

Working capital changes

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(269

)

3,508

 

(17,803

)

(17,946

)

Inventories

 

(17,676

)

2,621

 

(10,467

)

19,857

 

Prepaid expenses and other current assets

 

5,408

 

7,889

 

12,968

 

32,943

 

Accounts payable

 

42,520

 

36,376

 

29,201

 

(23,771

)

Accrued salaries, wages, benefits and taxes

 

31,285

 

29,605

 

28,977

 

41,703

 

Other accruals

 

(36,235

)

(24,857

)

(44,128

)

(16,145

)

Other assets

 

7,404

 

(2,382

)

10,203

 

5,512

 

Other non-current liabilities

 

(40,228

)

14,861

 

(1,300

)

62,705

 

Other, net

 

922

 

647

 

1,020

 

194

 

EBITDA

 

(93,653

)

(413,282

)

(122,672

)

(297,066

)

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill, trademark and long-lived assets impairment

 

42,036

 

412,560

 

77,684

 

412,560

 

Net restructuring and other

 

11,682

 

1,243

 

24,914

 

4,140

 

Real estate related activity

 

48,115

 

20,584

 

47,881

 

29,812

 

Pension withdrawal costs

 

 

 

 

2,445

 

Self insurance reserve

 

 

 

16,152

 

 

Stock-based compensation

 

1,347

 

640

 

1,246

 

4,683

 

LIFO adjustment

 

642

 

(981

)

2,139

 

1,185

 

Nonoperating loss (income)

 

213

 

15,944

 

(10,241

)

24,898

 

Total adjustments

 

104,035

 

449,990

 

159,775

 

479,723

 

Adjusted EBITDA

 

$

10,382

 

$

36,708

 

$

37,103

 

$

182,657

 

Effect of closed stores

 

10,081

 

6,856

 

28,076

 

17,550

 

 

 

$

20,463

 

$

43,564

 

$

65,179

 

$

200,207