8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2010

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-4141	13-1890974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Paragon Drive Montvale, New Jersey	07645
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (201) 573-9700

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations & Financial Conditions

On May 5, 2010, The Great Atlantic & Pacific Tea Company, Inc. issued a press release announcing its fiscal 2009 fourth quarter and full year results for the 12 and 52 weeks ended February 27, 2010. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

The Company is 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 income (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 income (loss) from operations is defined as income (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, long-lived asset and intangible 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) insurance reserve adjustments, (vii) 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 income 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 provided by / used in Operating Activities on Schedule 4 of this release.

Item 9.01 Financial Statements and Exhibits

(c). Exhibits.

Exhibit 99.1 Press Release of The Great Atlantic & Pacific Tea Company, Inc., dated May 5, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
By:	/s/ Brenda Galgano
	Name:	Brenda Galgano
	Title:	Senior Vice President, Chief Financial Officer & Treasurer

Dated: May 6, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 5, 2010.

EX-99.1

EXHIBIT 99.1

News

The Great Atlantic & Pacific Tea Company, Inc.
2 Paragon Drive
Montvale, NJ 07645

Investor contact: Krystyna Lack
Vice President, Treasury Services
(201) 571-4320

Press contact: Lauren La Bruno
Senior Director, Public Relations
(201) 571-4453

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
ANNOUNCES RESULTS FOR ITS FOURTH QUARTER AND FULL YEAR ENDED FEBRUARY 27, 2010

MONTVALE, N.J. — May 5, 2010 — The Great Atlantic & Pacific Tea Company, Inc. (A&P, NYSE Symbol: GAP) today announced fiscal 2009 fourth quarter and full year results for the 12 and 52 weeks ended February 27, 2010.

Sales for the 12-week fourth quarter were $2.0 billion versus $2.3 billion in last year’s 13-week fourth quarter. Comparable store sales decreased 4.8% during the comparable 12-week period. For the 12-week fourth quarter, excluding non-operating items, adjusted EBITDA was $41 million versus $86 million for last year’s 13-week fourth quarter. The estimated EBITDA benefit from the 13th week was approximately $6 million. Adjusted loss from operations was $13 million versus adjusted income from operations of $26 million last year. The non-operating items excluded from adjusted income from operations are listed on Schedule 3 of the press release and adjusted EBITDA is reconciled to net loss on Schedule 3 and to net cash from operating activities on Schedule 4. For the fourth quarter, reported loss from continuing operations was $158 million which includes charges of $65 million for goodwill, trademark and long-lived asset impairment and income of $16 million for mark to market adjustments related to financial liabilities. Loss from continuing operations in last year’s fourth quarter totaled $84 million, and included income of $3 million for mark to market adjustments related to financial liabilities.

Ron Marshall, President and Chief Executive Officer, The Great Atlantic & Pacific Tea Company, Inc., said, “The past year was certainly a challenge, as the economy continued its sluggish pace. The good news is that we have identified several critical issues within our organization that will lead us back to market prominence. We are committing our undivided attention to clarifying our brand identity in our principal banners, completing the integration of the Pathmark acquisition and maximizing supply chain cost improvement opportunities.”

Sales for the 52-week full year were $8.8 billion versus $9.5 billion for the 53 weeks in 2008. Comparable store sales decreased 4.3% during the comparable 52-week period. Excluding non-operating items, adjusted EBITDA was $224 million versus $333 million for the 53-week fiscal 2008. Adjusted loss from operations was $22 million versus adjusted income from operations of $72 million last year. The non-operating items excluded from adjusted income from operations are listed on Schedule 3 of the press release and adjusted EBITDA is reconciled to net loss on Schedule 3 and to net cash from operating activities on Schedule 4. Reported loss from continuing operations was $781 million which includes charges of $477 million for goodwill, trademark and long-lived asset impairment and expense of $9 million for mark to market adjustments related to financial liabilities. Loss from continuing operations in the prior year totaled $90 million, and included income of $117 million for mark to market adjustments related to financial liabilities.

Marshall continued, “The fixes in our Company are attainable and the initiatives are in place today to provide us the path forward. Concurrent to transforming the culture of our Company, we are gaining ground in better understanding our customer, developing the skills critical for our success, making prudent reinvestments in our business and reducing costs through a process of continuous improvement. Our sole mission is to make The Great Atlantic & Pacific Tea Company great, again.”

The Company also announced its planned filing of a shelf registration statement with the Securities and Exchange Commission following the filing of our Annual Report on Form 10-K. In connection with its convertible preferred stock offering in August 2009, the Company agreed to register all of the shares of common stock beneficially owned by Tengelmann and Yucaipa, including the shares issuable upon conversion of the convertible preferred stock. The Company also replenished its shelf capacity by registering up to $500.0 million of securities for primary sales. The Company has no current plans to sell securities under the shelf, and is not aware of any planned sales by the selling security holders.

About A&P

Founded in 1859, A&P is one of the nation’s first supermarket chains. The Company operates 429 stores in 8 states and the District of Columbia under the following trade names: A&P, Waldbaum’s, Pathmark, Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food Basics.

The Company invites investors and other interested parties to listen to a live audio Webcast to be held at 11:00 AM Eastern Time on Thursday, May 6, at which members of the Company’s senior management team will discuss the Company’s quarterly results. The Webcast may be accessed through a link on the “Investors” page of the Company’s Website, www.aptea.com. Listeners who cannot participate in the live broadcast will be able to hear a recorded replay of the broadcast beginning this afternoon and available through June 3, 2010.

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 income (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 income (loss) from operations is defined as income (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, long-lived asset and intangible 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) insurance reserve adjustments, (vii) 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 income 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 provided by / 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: 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; the costs and other effects of legal and administrative cases and proceedings; the nature and extent of continued consolidation in the food industry; changes in the capital markets which may affect the Company’s cost of capital and the ability of the Company to access capital; supply or quality control problems with the Company’s vendors; and changes in economic conditions which may affect the buying patterns of the Company’s customers.

###

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 1 — GAAP Earnings for the 12 and 52 weeks ended February 27, 2010 and 13 and 53 weeks ended February 28, 2009
(Unaudited)
(In thousands, except share amounts and store data)

	12 Weeks Ended			13 Weeks Ended			52 Weeks Ended			53 Weeks Ended
	February 27,			February 28,			February 27,			February 28,
	2010			2009 (2)			2010			2009 (2)
Sales	$	1,995,572		$	2,289,931		$	8,813,568		$	9,516,186
Cost of merchandise sold		(1,387,623	)		(1,582,409	)		(6,146,808	)		(6,613,150	)
Gross margin		607,949			707,522			2,666,760			2,903,036
Store operating, general and administrative expense		(680,350	)		(756,785	)		(2,790,154	)		(2,949,822	)
Goodwill, trademark and long-lived asset impairment		(64,620	)		—			(477,180	)		—
Loss from operations		(137,021	)		(49,263	)		(600,574	)		(46,786	)
Nonoperating income (loss) (1)		15,717			2,595			(9,181	)		116,864
Interest expense		(44,482	)		(38,474	)		(193,058	)		(157,591	)
Interest and dividend income		26			38			169			591
Loss from continuing operations before income taxes		(165,760	)		(85,104	)		(802,644	)		(86,922	)
Benefit from (provision for) income taxes		8,011			777			21,994			(2,683	)
Loss from continuing operations		(157,749	)		(84,327	)		(780,650	)		(89,605	)
Discontinued operations:
Loss from operations of discontinued businesses, net of tax		(13,694	)		(27,759	)		(95,848	)		(58,383	)
Income on disposal of discontinued operations, net of tax		—			—			—			4,653
Loss from discontinued operations		(13,694	)		(27,759	)		(95,848	)		(53,730	)
Net loss	$	(171,443	)	$	(112,086	)	$	(876,498	)	$	(143,335	)
Loss per share — basic:
Continuing operations	$	(3.03	)	$	(1.59	)	$	(14.79	)	$	(1.76	)
Discontinued operations		(0.25	)		(0.53	)		(1.80	)		(1.05	)
Net loss per share — basic	$	(3.28	)	$	(2.12	)	$	(16.59	)	$	(2.81	)
Net loss per share — diluted:
Continuing operations	$	(4.73	)	$	(3.92	)	$	(26.12	)	$	(4.35	)
Discontinued operations		(0.34	)		(0.91	)		(3.22	)		(1.06	)
Net loss per share — diluted	$	(5.07	)	$	(4.83	)	$	(29.34	)	$	(5.41	)
Weighted average common shares outstanding — basic		53,416,745			52,746,648			53,203,741			50,948,194
Weighted average common shares outstanding — diluted		40,188,595			30,347,999			29,771,904			50,883,221
Gross margin rate		30.46	%		30.90	%		30.26	%		30.51	%
Store operating, general and administrative expense rate		34.09	%		33.05	%		31.66	%		31.00	%
A&P depreciation and amortization	$	54,075		$	59,629		$	245,460		$	260,991
Number of stores operated at end of period		429			436			429			436

(1)	Nonoperating income (loss) reflects the fair value adjustments related to the conversion features, financing warrants, and Series A and Series B warrants.
(2)	Operating results for the 13 and 53 weeks ended February 28, 2009 have been adjusted as a result of the retrospective application of FSP APB 14-1, which was adopted during the first quarter of fiscal 2009.

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 2 — Condensed Balance Sheet Data
(Unaudited)
(In millions, except per share and store data)

	February 27, 2010			February 28, 2009 (1)
Cash and short-term investments	$	252		$	175
Other current assets		679			744
Total current assets		931			919
Property-net		1,488			1,706
Other assets		408			902
Total assets	$	2,827		$	3,527
Total current liabilities	$	730		$	747
Total non-current liabilities		2,493			2,490
Series A redeemable preferred stock		133			—
Stockholders’ equity		(529	)		290
Total liabilities and stockholders’ equity	$	2,827		$	3,527
Other Statistical Data
Total Debt and Capital Leases	$	1,141		$	1,084
Total Long Term Real Estate Liabilities		334			331
Temporary Investments and Marketable Securities		(169	)		(74	)
Net Debt	$	1,306		$	1,341
Total Retail Square Footage (in thousands)		18,107			18,386
Book Value Per Share		($9.47	)	$	5.03

	For the 52		For the 53
	weeks ended		weeks ended
	February 27, 2010		February 28, 2009
Capital Expenditures	$	86	$	116

⁽¹⁾ Certain balances as of February 28, 2009 have been adjusted as a result of the retrospective application of FSP APB 14-1, which was adopted during the first quarter of fiscal 2009. Other reclassifications have been made to prior year amounts to conform to current year presentation.

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 3 — Reconciliation of GAAP Net Loss to Adjusted (Loss) Income from Operations and Adjusted EBITDA
for the 12 and 52 weeks ended February 27, 2010 and the 13 and 53 weeks ended February 28, 2009
(Unaudited)
(In thousands)

	12 Weeks Ended			13 Weeks Ended			52 Weeks Ended			53 Weeks Ended
	February 27,			February 28,			February 27,			February 28,
	2010			2009			2010			2009
Net loss, as reported	$	(171,443	)	$	(112,086	)	$	(876,498	)	$	(143,335	)
Loss from discontinued operations		13,694			27,759			95,848			53,730
(Benefit) provision for income taxes		(8,011	)		(777	)		(21,994	)		2,683
Interest and dividend income		(26	)		(38	)		(169	)		(591	)
Interest expense		44,482			38,474			193,058			157,591
Nonoperating (income) loss		(15,717	)		(2,595	)		9,181			(116,864	)
As reported loss from operations	$	(137,021	)	$	(49,263	)	$	(600,574	)	$	(46,786	)
Adjustments:
Goodwill, trademark and long-lived asset impairment		64,620			—			477,180			—
Net restructuring and other		12,530			8,970			16,670			35,864
Real estate related activity		7,281			32,081			37,093			40,161
Pension withdrawal costs		—			28,911			2,445			28,911
Insurance reserve adjustment		40,445			—			40,445			—
Stock-based compensation		984			2,052			5,667			5,694
LIFO adjustment		(2,027	)		3,586			(842	)		7,817
Total adjustments		123,833			75,600			578,658			118,447
Adjusted (loss) income from operations	$	(13,188	)	$	26,337		$	(21,916	)	$	71,661
Depreciation and amortization		54,075			59,629			245,460			260,991
Adjusted EBITDA	$	40,887		$	85,966		$	223,544		$	332,652

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 4 — Reconciliation of GAAP Net Cash Provided by (Used in) Operating Activities to Adjusted EBITDA
for the 12 and 52 weeks ended February 27, 2010 and the 13 and 53 weeks ended February 28, 2009
(Unaudited)
(In thousands)

	12 Weeks Ended			13 Weeks Ended			52 Weeks Ended			53 Weeks Ended
	February 27,			February 28,			February 27,			February 28,
	2010			2009 (1)			2010			2009 (1)
Net cash provided by (used in) operating activities	$	9,701		$	46,671		$	(41,917	)	$	(1,299	)
Adjustments to calculate EBITDA:
Goodwill and trademark impairment		(40,205	)		—			(411,945	)		—
Long-lived asset impairment		(25,718	)		(11,402	)		(71,704	)		(14,069	)
Nonoperating income (loss)		15,717			2,595			(9,181	)		116,864
Self-insurance reserve		(53,452	)		—			(53,452	)		—
Net interest expense		44,456			38,436			192,889			157,000
Non-cash interest expense		(7,931	)		(6,531	)		(43,032	)		(26,651	)
Asset disposition initiatives		2,090			(28,393	)		(55,675	)		(38,217	)
Occupancy charges for normal store closures		(5,157	)		(15,174	)		(43,746	)		(21,711	)
Loss on disposal of owned property		(1,381	)		(1,448	)		(153	)		(1,086	)
Amortization of deferred real estate income		1,053			1,058			4,482			4,497
Loss from operations of discontinued operations		13,694			27,759			95,848			58,383
(Benefit from) provision for income taxes		(8,011	)		(777	)		(21,994	)		2,683
Deferred income tax benefit		3,972			—			15,985			—
Employee benefit related costs		(13,929	)		—			(18,219	)		—
Pension withdrawal costs		—			(28,911	)		(2,445	)		(28,911	)
LIFO reserve		2,027			(3,586	)		842			(7,817	)
Stock compensation expense		(984	)		(2,052	)		(5,667	)		(5,694	)
Working capital changes
Accounts receivable		(12,892	)		25,991			(30,838	)		28,625
Inventories		(27,474	)		(75,236	)		(7,617	)		(21,889	)
Prepaid expenses and other current assets		(8,305	)		(1,770	)		24,638			8,081
Accounts payable		17,582			15,860			(6,189	)		(5,850	)
Accrued salaries, wages, benefits and taxes		(5,768	)		(6,762	)		38,118			21,177
Other accruals		19,064			(6,764	)		2,919			6,996
Other assets		4,421			5,856			11,968			16,017
Other non-current liabilities		10,080			37,049			71,244			85,944
Other, net		121			492			546			(2,004	)
EBITDA		(67,229	)		12,961			(364,295	)		331,069
Adjustments:
Goodwill, trademark and long-lived asset impairment		64,620			—			477,180			—
Net restructuring and other		12,530			8,970			16,670			35,864
Real estate related activity		7,281			32,081			37,093			40,161
Pension withdrawal costs		—			28,911			2,445			28,911
Insurance reserve adjustment		40,445			—			40,445			—
Stock-based compensation		984			2,052			5,667			5,694
LIFO adjustment		(2,027	)		3,586			(842	)		7,817
Nonoperating (income) loss		(15,717	)		(2,595	)		9,181			(116,864	)
Total adjustments		108,116			73,005			587,839			1,583
Adjusted EBITDA	$	40,887		$	85,966		$	223,544		$	332,652

⁽¹⁾ Certain balances for the 13 and 53 weeks ended February 28, 2009 have been adjusted as a result of the retrospective application of FSP APB 14-1, which was adopted during the first quarter of fiscal 2009. Other reclassifications have been made to prior year amounts to conform to current year presentation.