Attached files
| file | filename |
|---|---|
| 8-K - 8-K - GREAT ATLANTIC & PACIFIC TEA CO INC | a12-2963_18k.htm |
Exhibit 99.1
The Great Atlantic & Pacific Tea Company, Inc.
Schedule 1 - GAAP Earnings for the Last Twelve Months (LTM) ended December 3, 2011
(Unaudited)
(In thousands, except share amounts and store data)
|
|
|
LTM ended |
| |
|
|
|
December 3, 2011 |
| |
|
|
|
|
| |
|
Sales |
|
$ |
7,242,123 |
|
|
Cost of merchandise sold |
|
(5,178,287 |
) | |
|
Gross margin |
|
2,063,836 |
| |
|
Store operating, general and administrative expense |
|
(2,444,506 |
) | |
|
Goodwill, trademark and long-lived asset impairment |
|
(141,179 |
) | |
|
Loss from operations |
|
(521,849 |
) | |
|
Nonoperating income (1) |
|
3,688 |
| |
|
Interest expense, net ` |
|
(191,845 |
) | |
|
Reorganization items, net |
|
62,531 |
| |
|
Loss from continuing operations before income taxes |
|
(647,475 |
) | |
|
Benefit from income taxes |
|
15,360 |
| |
|
Loss from continuing operations |
|
(632,115 |
) | |
|
Discontinued operations: |
|
|
| |
|
Loss from operations of discontinued businesses, net of tax |
|
(22,897 |
) | |
|
Loss on disposal of discontinued businesses, net of tax |
|
(526 |
) | |
|
Reorganization items, net |
|
153,105 |
| |
|
Income from discontinued operations |
|
129,682 |
| |
|
Net loss |
|
$ |
(502,433 |
) |
|
|
|
|
| |
|
Gross margin rate |
|
28.50 |
% | |
|
Store operating, general and administrative expense rate |
|
33.75 |
% | |
|
|
|
|
| |
|
Depreciation and amortization |
|
$ |
188,501 |
|
|
|
|
|
| |
|
Number of stores operated at end of period |
|
335 |
| |
(1) Nonoperating income 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 3, 2011 |
| |
|
|
|
|
| |
|
Cash and short-term investments |
|
$ |
197 |
|
|
|
|
|
| |
|
Other current assets |
|
627 |
| |
|
|
|
|
| |
|
Total current assets |
|
824 |
| |
|
|
|
|
| |
|
Property-net |
|
995 |
| |
|
|
|
|
| |
|
Other assets |
|
318 |
| |
|
|
|
|
| |
|
Total assets |
|
$ |
2,137 |
|
|
|
|
|
| |
|
Total current liabilities |
|
$ |
723 |
|
|
|
|
|
| |
|
Total non-current liabilities |
|
2,778 |
| |
|
|
|
|
| |
|
Series A redeemable preferred stock |
|
148 |
| |
|
|
|
|
| |
|
Stockholders’ deficit |
|
(1,512 |
) | |
|
|
|
|
| |
|
Total liabilities and stockholders’ deficit |
|
$ |
2,137 |
|
|
|
|
|
| |
|
Other Statistical Data |
|
|
| |
|
|
|
|
| |
|
Total debt and capital leases |
|
$ |
1,358 |
|
|
Total Real Estate Liabilities |
|
375 |
| |
|
Subtotal |
|
1,732 |
| |
|
Less: liabilities subject to compromise |
|
(1,100 |
) | |
|
Net debt |
|
$ |
633 |
|
|
|
|
|
| |
|
Total retail square footage (in thousands) |
|
13,990 |
| |
|
|
|
|
| |
|
Book value per share |
|
$ |
(28 |
) |
|
|
|
LTM ended |
| |
|
|
|
December 3, 2011 |
| |
|
Capital expenditures |
|
$ |
41 |
|
The Great Atlantic & Pacific Tea Company, Inc.
Schedule 3 - Reconciliation of GAAP Net Loss to Adjusted Loss from Operations and Adjusted EBITDA
and Reconciliation of GAAP to Adjusted Store Operating, General and Administrative Expense
for the Last Twelve Months (LTM) periods ended December 3, 2011
(Unaudited)
(In thousands)
|
|
|
LTM ended |
| |
|
|
|
December 3, 2011 |
| |
|
|
|
|
| |
|
Net loss, as reported |
|
$ |
(502,433 |
) |
|
Income from discontinued operations |
|
(129,682 |
) | |
|
Benefit from income taxes |
|
(15,360 |
) | |
|
Reorganization items relating to continuing operations |
|
(62,531 |
) | |
|
Interest expense, net |
|
191,845 |
| |
|
Nonoperating income |
|
(3,688 |
) | |
|
As reported loss from operations |
|
$ |
(521,849 |
) |
|
|
|
|
| |
|
Adjustments: |
|
|
| |
|
Goodwill, trademark and long-lived asset impairment |
|
142,675 |
| |
|
Net restructuring and other |
|
8,604 |
| |
|
Real estate related activity |
|
60,036 |
| |
|
Pension withdrawal costs |
|
13,923 |
| |
|
Self insurance reserve |
|
66,286 |
| |
|
Stock-based compensation |
|
2,461 |
| |
|
Insurance deductible - snow storm |
|
500 |
| |
|
Losses relating to Hurricane Irene |
|
1,000 |
| |
|
Inventory-related |
|
406 |
| |
|
C&S contract effect |
|
9,930 |
| |
|
Other |
|
5,131 |
| |
|
Total EBITDA adjustments |
|
310,952 |
| |
|
Adjusted loss from operations |
|
$ |
(210,897 |
) |
|
Depreciation and amortization |
|
188,501 |
| |
|
Adjusted EBITDA |
|
(22,396 |
) | |
|
Effect of closed stores |
|
32,823 |
| |
|
Current Store Footprint Adjusted EBITDA |
|
$ |
10,427 |
|
|
|
|
|
| |
|
LTM EBITDA Adjustments: |
|
|
| |
|
Contractual supply and logistics savings |
|
43,933 |
| |
|
Contractual labor savings |
|
68,750 |
| |
|
Bankruptcy and other disruption |
|
46,070 |
| |
|
Contractual lease savings |
|
3,941 |
| |
|
Lease payments classified as principal payments and interest expense |
|
(56,163 |
) | |
|
Total LTM EBITDA adjustments |
|
106,531 |
| |
|
LTM Adjusted EBITDA |
|
116,958 |
| |
|
Contractual rent payments |
|
225,986 |
| |
|
LTM Adjusted EBITDAR |
|
$ |
342,944 |
|
The Great Atlantic & Pacific Tea Company, Inc.
Schedule 4 - Reconciliation of GAAP Net Cash Used in Operating Activities to Adjusted EBITDA
for the Last Twelve Months (LTM) ended December 3, 2011
(Unaudited)
(In thousands)
|
|
|
LTM Ended |
| |
|
|
|
December 3, 2011 |
| |
|
|
|
|
| |
|
Net cash used in operating activities |
|
$ |
(79,491 |
) |
|
Adjustments to calculate EBITDA: |
|
|
| |
|
Goodwill, trademark and long-lived asset impairment |
|
(144,815 |
) | |
|
Nonoperating income |
|
3,688 |
| |
|
Net interest expense |
|
191,845 |
| |
|
Non-cash interest expense |
|
(11,751 |
) | |
|
Noncash occupany charges in the normal course of business |
|
(15,326 |
) | |
|
Adjustments to occupancy reserves |
|
(149,025 |
) | |
|
Losses relating to Hurricane Irene |
|
(1,000 |
) | |
|
Gain on disposal of owned property |
|
128 |
| |
|
Recognition of deferred real estate income |
|
4,157 |
| |
|
Loss from operations of discontinued operations |
|
23,423 |
| |
|
Benefit from income taxes |
|
(15,360 |
) | |
|
Deferred income tax benefit |
|
14,584 |
| |
|
Pension withdrawal costs |
|
(13,923 |
) | |
|
Self insurance reserve |
|
(84,090 |
) | |
|
Employee benefit related costs |
|
(4,122 |
) | |
|
Stock compensation expense |
|
(2,461 |
) | |
|
Reorganization items relating to discontinued operations |
|
153,105 |
| |
|
Reorganization items relating to continuing operations |
|
62,531 |
| |
|
Gain on sale of pharmacy assets |
|
4,785 |
| |
|
Gain on sale of assets held for sale |
|
29,120 |
| |
|
Gain on surrender of COLI Policies |
|
917 |
| |
|
Payment for reorganization items |
|
35,744 |
| |
|
C&S contract effect |
|
(9,930 |
) | |
|
Financing fees |
|
(44,550 |
) | |
|
Working capital changes |
|
|
| |
|
Accounts receivable |
|
(4,153 |
) | |
|
Inventories |
|
(31,523 |
) | |
|
Prepaid expenses and other current assets |
|
7,971 |
| |
|
Accounts payable |
|
(92,835 |
) | |
|
Accrued salaries, wages, benefits and taxes |
|
26,018 |
| |
|
Other accruals |
|
(113,833 |
) | |
|
Other assets |
|
39,087 |
| |
|
Other non-current liabilities |
|
107,929 |
| |
|
Other, net |
|
(884 |
) | |
|
EBITDA |
|
(114,040 |
) | |
|
|
|
|
| |
|
Adjustments: |
|
|
| |
|
Goodwill, trademark and long-lived assets impairment |
|
142,675 |
| |
|
Net restructuring and other |
|
8,604 |
| |
|
Real estate related activity |
|
60,036 |
| |
|
Pension withdrawal costs |
|
13,923 |
| |
|
Self insurance reserve |
|
66,286 |
| |
|
Hurricane Irene - Insurance deductible |
|
1,000 |
| |
|
Other insurance deductible |
|
500 |
| |
|
Stock-based compensation |
|
2,461 |
| |
|
C&S Contract effect |
|
9,930 |
| |
|
Inventory-related |
|
406 |
| |
|
Reorganization items relating to discontinued operations |
|
(153,089 |
) | |
|
Reorganization items in the normal course of business, net |
|
(62,531 |
) | |
|
Other |
|
5,131 |
| |
|
Nonoperating income |
|
(3,688 |
) | |
|
Total adjustments |
|
91,644 |
| |
|
Adjusted EBITDA |
|
$ |
(22,396 |
) |
|
Effect of closed stores |
|
32,823 |
| |
|
Current Store Footprint Adjusted EBITDA |
|
$ |
10,427 |
|
|
|
|
|
| |
|
LTM Adjusted EBITDA Adjustments: |
|
|
| |
|
Contractual supply and logistics savings |
|
43,933 |
| |
|
Contractual labor savings |
|
68,750 |
| |
|
Bankruptcy and other disruption |
|
46,070 |
| |
|
Contractual lease savings |
|
3,941 |
| |
|
Lease payments classified as interest expense |
|
(56,163 |
) | |
|
Total adjustments |
|
106,531 |
| |
|
LTM Adjusted EBITDA |
|
116,958 |
| |
|
Contractual rent expense |
|
225,986 |
| |
|
LTM Adjusted EBITDAR |
|
$ |
342,944 |
|
The Great Atlantic & Pacific Tea Company, Inc.
Schedule 5 - Real Estate Appraised Values
(Unaudited)
(Dollars in thousands)
Valuable leaseholds
|
Banner |
|
Locations (1) |
|
Appraised Value |
| |
|
Pathmark |
|
104 |
|
$ |
186.5 |
|
|
A&P |
|
88 |
|
117.6 |
| |
|
Waldbaums |
|
49 |
|
44.9 |
| |
|
Food Emporium |
|
16 |
|
41.0 |
| |
|
Other (2) |
|
37 |
|
23.9 |
| |
|
Total leasehold estate interests (3) (4) |
|
294 |
|
$ |
413.9 |
|
|
|
|
|
|
|
| |
|
Total leased fee (5) |
|
9 |
|
$ |
69.1 |
|
|
|
|
|
|
|
| |
|
Total value for continuing properties |
|
|
|
$ |
483.0 |
|
|
|
|
|
|
|
| |
|
Total leasehold estate interests - closing properties |
|
14 |
|
$ |
14.2 |
|
Notes:
(1) We also lease 18 liquor store locations that have not been valued and are therefore not included in this table.
(2) Includes leasehold estate value for one warehouse.
(3) We hired an independent third party real estate valuation firm to estimate the market value of certain leasehold estate interests for purposes of securing collateral-backed financing. These appraisals were prepared for the 292 store locations and one warehouse expected to continue operating and 15 store locations that are anticipated to close during fiscal 2012, in conformity with Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation and the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute over a period from April through November 2011. Such appraisals were not prepared in accordance with US GAAP rules which require leasehold interests to be valued under Fresh-Start accounting as of the bankruptcy emergence date, currently expected to be February 25, 2012. Values under Fresh-Start accounting may be significantly different than those values shown in this table.
(4) Reflects NPV of spread between market rents and contractual lease payments of below-market leases for the duration using a 13% discount rate.
(5) Our DIP lender JPMorgan Chase hired an independent third party real estate valuation firm to estimate the market value of our leased fee properties for purposes of securing collateral-backed financing. These appraisals were prepared for nine locations in conformity with Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA), and the Uniform Standards of Professional Appraisal Practice (USPAP) over a period from January through February 2011. Such appraisals were not prepared in accordance with US GAAP rules which require leasehold interests to be valued under Fresh-Start accounting as of the bankruptcy emergence date, currently expected to be February 25, 2012. Values under Fresh-Start accounting may be significantly different than those values shown in this table. These nine locations consist of five stand-alone store locations, of which one is closed, and four shopping centers, which contain operating Pathmark bannered stores. We have one additional leased fee operating store location that was not valued.