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): August 12, 2011
THE GREAT ATLANTIC & PACIFIC
TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
Maryland |
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1-4141 |
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13-1890974 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
2 Paragon Drive Montvale, New Jersey |
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07645 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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 7.01. Regulation FD Disclosure.
As previously disclosed, on December 12, 2010, The Great Atlantic & Pacific Tea Company, Inc. (our Company) and all of our U.S. subsidiaries (the Filing Subsidiaries and, together with our Company, the Debtors) filed voluntary petitions for relief (the Bankruptcy Filing) under chapter 11 of title 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York in White Plains (the Bankruptcy Court), case number 10-24549. The Debtors are required to provide monthly operating reports to the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) pursuant to the U.S. Trustees Operating Guidelines and Financial Reporting Requirements for Chapter 11 cases. Such reports are also filed with the bankruptcy court.
On August 12, 2011, the Debtors filed their monthly operating report for the period from June 19, 2011 to July 16, 2011 (the Monthly Operating Report) with the Bankruptcy Court. The Monthly Operating Report is attached as Exhibit 99.1 and is incorporated herein by reference. This current report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), 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.
Cautionary Statement Regarding Financial Operating Data
Our Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of our Company. The Monthly Operating Report is limited in scope, covers a limited time period, is limited to the Debtors domestic operations, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report contains financial information that was not audited or reviewed by independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in our Companys securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in our Companys reports pursuant to the Exchange Act, and such information might not be indicative of our Companys financial condition or operating results for the period that would be reflected in our Companys financial statements or in its reports pursuant to the Exchange Act. The Debtors undertake no obligation to update or revise the MOR, and readers are therefore cautioned to refer to the Debtors Exchange Act filings. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results, and the MOR should not be used as a basis for making investment decisions regarding the Debtors securities.
Cautionary Statement Regarding Forward-Looking Statements
The information contained in this Current Report on Form 8-K may contain forward-looking statements about the future performance of our Company, and is based on our assumptions and beliefs in light of information currently available. We assume no obligation to update this information. 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 of the Debtors to continue as going concerns; the ability of the Debtors to obtain Bankruptcy Court approval with respect to motions in the chapter 11 cases; the ability of the Debtors to prosecute, develop and consummate one or more plans of reorganization with respect to the chapter 11 cases; the effects of the Bankruptcy Filing on the Debtors and the interests of various creditors, equity holders and other constituents; Bankruptcy Court rulings in the chapter 11 cases and the outcome of the cases in
general; the length of time the Debtors will operate under the chapter 11 cases; risks associated with third-party motions in the chapter 11 cases, which may interfere with the ability of the Debtors to develop and consummate one or more plans of reorganization once such plans are developed; the potential adverse effects of the chapter 11 proceedings on the Debtors liquidity or results of operations; the ability to execute Debtors business and restructuring plan and to timely and effectively implement the turnaround strategy; increased legal costs related to the Bankruptcy Filing and other litigation; the Debtors ability to maintain contracts that are critical to its operation, to obtain and maintain normal terms with customers, suppliers and service providers and to retain key executives, managers and employees; various operating factors and general economic conditions, competitive practices and pricing in the food industry generally and particularly in our principal geographic markets; our relationships with our employees; the terms of future collective bargaining agreements; the costs and other effects of lawsuits and administrative proceedings; the nature and extent of continued consolidation in the food industry; changes in the capital markets which may affect our cost of capital or the ability to access capital; supply or quality control problems with our vendors; regulatory compliance; and changes in economic conditions, which may affect the buying patterns of our customers. Additional risks that may affect our Companys future performance are detailed in our Companys filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Our Company undertakes no obligation to publically update any forward-looking statements, whether as a result of new information, future events or circumstances, or otherwise.
These and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Debtors various pre-petition liabilities, common stock and other debt or equity securities. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies, and it is possible that the Debtors will be reorganized in a manner that will substantially reduce or eliminate any remaining value. Accordingly, the Debtors urge that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit |
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Description |
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|
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99.1 |
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Monthly Operating Report for the period from June 19, 2011 to July 16, 2011, filed with the United States Bankruptcy Court for the Southern District of New York |
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.
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THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. | |
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Date: August 16, 2011 |
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|
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By: |
/s/ Christopher W. McGarry |
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Senior Vice President and General Counsel |
INDEX TO EXHIBITS
Exhibit No. |
|
Description |
99.1 |
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Monthly Operating Report for the period from June 19, 2011 to July 16, 2011, filed with the United States Bankruptcy Court for the Southern District of New York |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
Debtors : The Great Atlantic & Pacific Tea Company, Inc. et al. (1)
Case Number: Jointly Administered 10-24549 (RDD)
Monthly Operating Report for the Period:
June 19, 2011 to July 16, 2011
Debtors Address:
2 Paragon Drive
Montvale, NJ 07645
Net Loss: $0.7 million
Debtors Attorneys:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
James H.M. Sprayregen, P.C.
Paul M. Basta
Ray C. Schrock
and
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
James J. Mazza, Jr.
Report Preparer:
The undersigned, having reviewed the attached report and being familiar with the Debtors financial affairs, verifies under the penalty of perjury that the information contained therein is complete, accurate and truthful to the best of my knowledge. (2)
Date: August 12, 2011 |
/s/ Frederic F. Brace |
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Frederic F. Brace | |
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Chief Administrative Officer, | |
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Chief Restructuring Officer and | |
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Chief Financial Officer |
(1) See Schedule 1 for a listing of Debtor by case number
(2) All amounts herein are unaudited and subject to revision. The Debtors reserve all rights to revise this report.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
TABLE OF CONTENTS
|
PAGE |
Unaudited Financial Statements as of and for the four weeks ended July 16, 2011 |
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Consolidated Statement of Operations |
3 |
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Consolidated Balance Sheet |
4 |
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Consolidated Statement of Cash Flows |
5 |
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Notes to Monthly Operating Report |
7 |
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Schedules: |
|
|
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Schedule 1: Schedule of Disbursements |
14 |
|
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Schedule 2: Debtor Questionnaire |
15 |
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Schedule 3: Consolidating Statements of Operations for the four weeks ended July 16, 2011 |
16 |
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Schedule 4: Consolidating Balance Sheets as of July 16, 2011 |
17 |
(1) See Schedule 1 for a listing of Debtor by case number.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited in thousands)
|
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Four Weeks Ended |
| |
|
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July 16, 2011 |
| |
|
|
|
| |
Sales |
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$ |
558,267 |
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Cost of merchandise sold |
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(406,827 |
) | |
Gross margin |
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151,440 |
| |
Store operating, general and administrative expense |
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(166,893 |
) | |
Goodwill, trademark, and long-lived asset impairment |
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(159 |
) | |
Loss from continuing operations before interest expense and reorganization items, net |
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(15,612 |
) | |
Interest expense |
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(10,650 |
) | |
Reorganization items, net |
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25,869 |
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Loss from continuing operations before provision for income taxes |
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(393 |
) | |
Provision for income taxes |
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(35 |
) | |
Loss from continuing operations |
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(428 |
) | |
Discontinued operations: |
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|
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Loss from operations of discontinued businesses, net of income tax benefit of $0 |
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(270 |
) | |
Reorganization items, net of income tax provision of $0 |
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21 |
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Loss from discontinued operations |
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(249 |
) | |
Net loss |
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$ |
(677 |
) |
(1) See Schedule 1 for a listing of Debtor by case number.
See accompanying notes to consolidated financial statements.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
CONSOLIDATED BALANCE SHEET
(Unaudited in thousands)
|
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As of |
| |
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July 16, 2011 |
| |
ASSETS |
|
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Current assets: |
|
|
| |
Cash and cash equivalents |
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$ |
332,589 |
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Restricted cash |
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2,508 |
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Accounts receivable, net of allowance for doubtful accounts of $5,441 at July 16, 2011 |
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157,670 |
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Inventories, net |
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393,948 |
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Prepaid expenses and other current assets |
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34,481 |
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Assets held for sale |
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758 |
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Total current assets |
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921,954 |
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Non-current assets: |
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Property: |
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Property owned, net |
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1,030,851 |
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Property leased under capital leases, net |
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59,557 |
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Property, net |
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1,090,408 |
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Goodwill |
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110,412 |
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Intangible assets, net |
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120,163 |
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Other assets |
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143,933 |
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Total assets |
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$ |
2,386,870 |
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LIABILITIES & STOCKHOLDERS DEFICIT |
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Current liabilities: |
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Debtor-in-possession credit agreement |
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$ |
350,000 |
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Current portion of obligations under capital leases |
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4,927 |
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Current portion of real estate liabilities |
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567 |
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Accounts payable |
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113,598 |
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Book overdrafts |
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28,815 |
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Accrued salaries, wages and benefits |
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104,226 |
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Accrued taxes |
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33,613 |
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Other accrued liabilities |
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88,623 |
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Total current liabilities |
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724,369 |
| |
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|
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Non-current liabilities: |
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|
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Long-term obligations under capital leases |
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37,229 |
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Long-term real estate liabilities |
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124,103 |
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Deferred real estate income |
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13,726 |
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Other non-current liabilities |
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100,433 |
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Total liabilities not subject to compromise |
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999,860 |
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Liabilities subject to compromise |
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2,543,161 |
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Total liabilities |
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3,543,021 |
| |
|
|
|
| |
Series A redeemable preferred stock no par value, $1,000 redemption value; |
|
145,797 |
| |
|
|
|
| |
Stockholders deficit: |
|
|
| |
Common stock $1 par value; authorized 260,000,000 shares; issued and |
|
53,852 |
| |
Additional paid-in capital |
|
509,127 |
| |
Accumulated other comprehensive loss |
|
(76,425 |
) | |
Accumulated deficit |
|
(1,788,502 |
) | |
Total stockholders deficit |
|
(1,301,948 |
) | |
Total liabilities and stockholders deficit |
|
$ |
2,386,870 |
|
(1) See Schedule 1 for a listing of Debtor by case number.
See accompanying notes to consolidated financial statements.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited in thousands)
|
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Four Weeks Ended |
| |
|
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July 16, 2011 |
| |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
| |
Net loss |
|
$ |
(677 |
) |
Adjustments to reconcile net loss to net cash used in operating activities (see next page) |
|
(13,877 |
) | |
Changes in assets and liabilities: |
|
|
| |
Decrease in receivables |
|
4,312 |
| |
Decrease in inventories |
|
11,596 |
| |
Decrease in prepaid expenses and other current assets |
|
166 |
| |
Increase in other assets |
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(1,862 |
) | |
Decrease in accounts payable |
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(6,314 |
) | |
Increase in accrued salaries, wages and benefits, and taxes |
|
422 |
| |
Decrease in other accruals |
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(3,472 |
) | |
Decrease in other non-current liabilities |
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(3,039 |
) | |
Payments for reorganization items |
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(11,158 |
) | |
Other operating activities, net |
|
68 |
| |
Net cash used in operating activities |
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(23,835 |
) | |
|
|
|
| |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
| |
Expenditures for property |
|
(1,962 |
) | |
Proceeds from disposal of property |
|
925 |
| |
Proceeds from sale of pharmacy assets |
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1,964 |
| |
Proceeds from sale of assets held for sale |
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36,961 |
| |
Increase in restricted cash |
|
(777 |
) | |
Net cash provided by investing activities |
|
37,111 |
| |
|
|
|
| |
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
| |
Principal payments on long-term debt |
|
(15 |
) | |
Principal payments on long-term real estate liabilities |
|
(7 |
) | |
Principal payments on capital leases |
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(714 |
) | |
Increase in book overdrafts |
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7,918 |
| |
Net cash provided by financing activities |
|
7,182 |
| |
|
|
|
| |
Net increase in cash and cash equivalents |
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20,458 |
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Cash and cash equivalents at beginning of period |
|
312,131 |
| |
Cash and cash equivalents at end of period |
|
$ |
332,589 |
|
(1) See Schedule 1 for a listing of Debtor by case number.
See accompanying notes to consolidated financial statements.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED
(Unaudited in thousands)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
|
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Four Weeks Ended |
| |
|
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July 16, 2011 |
| |
|
|
|
| |
Depreciation and amortization |
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$ |
14,211 |
|
Impairment of long-lived assets |
|
159 |
| |
Non-cash interest expense |
|
263 |
| |
Asset disposition initiatives in the normal course of business |
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26,305 |
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Gain on disposal of owned property and write-down of property, net |
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(231 |
) | |
Amortization of deferred real estate income |
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(252 |
) | |
C&S contract effect |
|
735 |
| |
Gain on sale of assets held for sale |
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(27,213 |
) | |
Gain on sale of pharmacy assets |
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(1,964 |
) | |
Reorganization items, net relating to continuing operations |
|
(25,869 |
) | |
Reorganization items, net relating to discontinued operations |
|
(21 |
) | |
Total adjustments to net loss |
|
$ |
(13,877 |
) |
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
MONTHLY OPERATING REPORT FOR JULY 2011
NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)
1. Background
General
The Great Atlantic & Pacific Tea Company, Inc. (we, our, us or our Company) is engaged in the retail food business. Our Company operates stores under the following trade names: A&P®, SuperFresh®, Waldbaums®, Super Foodmart®, Food Basics®, The Food Emporium®, Best Cellars®, Best Cellars at A&P®, Pathmark® and Pathmark Sav-A-Center®.
Chapter 11 Reorganization Cases
On December 12, 2010, our Company and all of our U.S. subsidiaries (the Debtors) filed voluntary petitions for relief (the Bankruptcy Filing) under chapter 11 of title 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York in White Plains (the Bankruptcy Court), which are being jointly administered under case number 10-24549. Managements decision to initiate the Bankruptcy Filing was in response to, among other things, our Companys deteriorating liquidity and managements conclusion that the challenges of successfully implementing additional financing initiatives and of obtaining necessary cost concessions from our Companys business and labor partners, was negatively impacting our Companys ability to implement our previously announced turnaround strategy. Our Companys non-U.S. subsidiaries, which are immaterial on a consolidated basis and have no retail operations, were not part of the Bankruptcy Filing.
We are currently operating as debtors-in-possession pursuant to the Bankruptcy Filing and continuation of our Company as a going-concern is contingent upon, among other things, the Debtors ability (i) to comply with the terms and conditions of the DIP Credit Agreement described in Note 4 to this Monthly Operating Report; (ii) to develop a plan of reorganization and obtain confirmation of that plan under the Bankruptcy Code; (iii) to reduce debt and other liabilities through the bankruptcy process; (iv) to return to profitability, including by securing necessary near-term cost concessions from our business and labor partners; (v) to generate sufficient cash flow from operations; and (vi) to obtain financing sources to meet our future obligations. The uncertainty regarding these matters raises substantial doubt about our ability to continue as a going concern.
2. Basis of Presentation
Debtors-in-Possession Financial Statements
The unaudited consolidated financial statements and supplemental information contained herein represent the consolidated financial information for the Debtors as of and for the four weeks ended July 16, 2011. Non-Debtor subsidiaries are deemed to be immaterial on a consolidated basis and related income statement and balance sheet activity has been reported separately on Schedule 3 and Schedule 4 under the column Foreign Non-Debtor.
Our Company was required to apply the FASBs provisions of Reorganizations effective on December 12, 2010, which is applicable to companies in chapter 11, which generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the Bankruptcy Filing distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.
The unaudited consolidated financial statements have been derived from the books and records of our Company. Certain financial information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP), and upon the application of such procedures (such as tests for asset impairment), we believe that the financial information will be subject to changes, and these changes could be material. The financial information furnished in this report includes primarily normal recurring adjustments as well as all of the adjustments that would typically be made so that the quarterly financial statements are in accordance with U.S. GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. Therefore, this report should be read in conjunction with our Companys audited consolidated financial statements on Form 10-K as of and for the period ended February 26, 2011 and for the interim period on Form 10-Q as of and for the period ended June 18, 2011.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
MONTHLY OPERATING REPORT FOR JULY 2011
NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)
The results of operations contained herein are not necessarily indicative of the results which may be expected for any other period or for the full year and may not necessarily reflect the combined results of operations, financial position and cash flows of our Company in the future.
Intercompany Transactions
Intercompany transactions between Debtor entities, as well as between Debtor and Non-Debtor subsidiaries, include, but are not limited to, intercompany cash sweep arrangements, intercompany financing arrangements, intercompany wages and intercompany inventory procurement. The intercompany financing agreements include two loans from two of the Non-Debtor foreign subsidiaries to Shopwell, Inc., a Debtor of our Company; a 3.562% loan due on May 27, 2013 with an outstanding balance of principal and interest of approximately $94.0 million from A&P Bermuda Limited and a 2.85% loan due on January 15, 2014 with an outstanding balance of principal and interest of approximately $0.1 million from APTEA Hungry Liquidity Management Limited Liability Company. Both loans were transferred from Shopwell, Inc. to The Great A&P Tea Company during June 2010 prior to the Bankruptcy Filing.
All payments between the Debtor and Non-Debtor entities have been stayed at this time and we did not record contractual interest expense subsequent to the Bankruptcy filing. The intercompany balances due to / from entities, as shown on individual entities balance sheets included in the accompanying Consolidating Balance Sheet, represent the accumulation of activity over time. These balances between Debtor entities have not been eliminated in the accompanying Consolidating Balance Sheets. Certain intercompany transactions have been eliminated in the accompanying Consolidated Statement of Operations. Intercompany balances between the Debtor and Non-Debtor entities have been shown net in the consolidated financial statements.
Assumed Leases
During the four weeks ended July 16, 2011, our Company assumed 233 real estate leases. All undisputed cure amounts related to these leases in the amount of $6.7 million have been paid to the landlords.
Interest Expense
We recorded all contractual interest on secured debt for the four weeks ended July 16, 2011. We recorded interest accretion expense for capital leases and real estate liabilities, self-insurance reserves, GHI and corporate owned life insurance (COLI) obligations. Although we have recorded interest accretion expense, we have not made a final determination as to the value of any underlying assets or the rejection/assumption of any of the obligations that we have not assumed. Once a determination is made, the accretion of the interest expense may change. We did not record contractual interest expense of $2.9 million for unsecured debt which is subject to compromise for the four weeks ended July 16, 2011. Debt discounts and deferred financing fees for all debt which is subject to compromise were reclassified into the carrying value of the respective indebtedness upon the Bankruptcy Filing and the balances were then adjusted to the face value of the debt. As a result of this reclassification, we ceased amortization of deferred financing fees and discounts effective as of the Bankruptcy Filing date. Such amounts may need to be adjusted in future periods.
Taxes and Insurance
We received approval to pay pre-petition employee withholding obligations in addition to employment and wage related taxes, sales and use taxes, and certain other taxes due in the normal course of business through certain court orders. As such, we have paid the applicable taxes when due except for amounts that are in dispute.
All post-petition tax obligations to the proper taxing authorities are current. Deferred tax liabilities of $27.1 million are included within Other accrued liabilities in the Consolidated Balance Sheet. Pre-petition amounts for leases not yet assumed owed for our pro-rata portion of certain taxes for which we reimburse third parties have not been paid.
Additionally, all insurance premiums are current and all insurance policies are in force as of July 16, 2011.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
MONTHLY OPERATING REPORT FOR JULY 2011
NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)
Other non-current liabilities
Other non-current liabilities are comprised of $61.9 million for Non-Debtor obligations for COLI, $24.0 million for deferred rent liability, $13.8 million for self-insurance reserves, $0.5 million for deferred income and $0.2 million for other items that were incurred subsequent to the Bankruptcy Filing. These amounts are not subject to compromise under the Bankruptcy Filing.
3. Proceeds from Sale of Assets Held for Sale
In April and May 2011, our Company obtained approval from the Bankruptcy Court to sell, or alternatively, to close an additional 25 stores located in Maryland, Delaware and the District of Columbia. On July 9, 2011, our Company completed the sale of the 12 of the 25 stores for $37.0 million in cash which primarily related to fixed assets. As a result of the sale of the 12 stores, a gain of $27.2 million was recorded within Store operating, general and administrative expense within our Consolidated Statement of Operations.
4. DIP Credit Agreement
In connection with the Bankruptcy Filing, on December 13, 2010, the Bankruptcy Court entered its interim financing order, among other things, permitting us to enter into a Superpriority Debtor-in-Possession Credit Agreement (as amended and restated in its entirety by that certain Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of December 21, 2010, further amended and restated in its entirety by that certain Second Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of January 10, 2011, further amended and restated in its entirety by that certain Third Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of January 13, 2011, further amended by that certain First Amendment to the Third Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of July 8, 2011, as may be further amended, amended and restated, supplemented or otherwise modified from time to time (the DIP Credit Agreement) with JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (in such capacity, the Agent), the lenders from time to time party thereto (collectively, the DIP Lenders) and our Company and certain subsidiaries as borrowers thereunder. On December 14, 2010, we satisfied all of the conditions to the effectiveness of the DIP Credit Agreement and to the initial closing thereunder and consummated the transactions contemplated thereunder including the refinancing in full of our Companys and its applicable subsidiaries obligations under the pre-existing first lien credit facility. The Bankruptcy Court entered a final order approving the DIP Credit Agreement on January 11, 2011. Pursuant to the terms of the DIP Credit Agreement:
· the DIP Lenders agreed to lend up to $800.0 million in the form of a $350.0 million term loan and a $450.0 million revolving credit facility with a $250.0 million sublimit for letters of credit, in each case subject to the terms and conditions therein;
· our Companys and the Subsidiary Borrowers obligations under the DIP Credit Agreement and the other specified loan documents are guaranteed by our Companys certain other subsidiaries that are Debtors (Subsidiary Guarantors and, together with our Company and the Subsidiary Borrowers, the Loan Parties); and
· the Loan Parties obligations under the DIP Credit Agreement and such other specified loan documents are secured by a security interest in, and lien upon, substantially all of the Loan Parties existing and after-acquired personal and real property, having the priority and subject to the terms therein and in the order(s) entered into by the Bankruptcy Court, as applicable.
Our Company will have the option to have interest on the revolving loans under the revolving credit facility provided under the DIP Credit Agreement accrue at an alternate base rate plus 200 basis points or at adjusted LIBOR plus 300 basis points. Our Company will have the option to have interest on the term loan provided under the DIP Credit Agreement accrue at an alternate base rate plus 600 basis points or at adjusted LIBOR (with a floor of 175 basis points) plus 700 basis points. The DIP Credit Agreement limits, among other things, our Companys and the other Loan Parties ability to (i) incur indebtedness, (ii) incur or create liens, (iii) dispose of assets, (iv) prepay certain indebtedness and make other restricted payments, (v) enter into sale and leaseback transactions and (vi) modify the
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
MONTHLY OPERATING REPORT FOR JULY 2011
NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)
terms of certain indebtedness and certain material contracts. Notably, however, the DIP Credit Agreement permits our Company to use the proceeds generated from the sale of the Southern Stores in the operation of our business rather than requiring us to use those proceeds to reduce the Loan Parties outstanding indebtedness under the DIP Credit Agreement.
The DIP Credit Agreement also contains certain financial covenants, including a minimum excess availability covenant of $100.0 million (or $75.0 million at any time after August 13, 2011 but on or before November 5, 2011, or $50.0 million at any time after November 5, 2011), minimum liquidity covenant of $100.0 million and minimum cumulative EBITDA covenant as defined in the DIP Credit Agreement. Minimum cumulative EBITDA measured beginning on April 24, 2011 is as follows (in millions):
Date |
|
Minimum Cumulative EBITDA |
| |
August 13, 2011 |
|
$ |
|
|
September 10, 2011 |
|
10.0 |
| |
October 8, 2011 |
|
20.0 |
| |
November 5, 2011 |
|
35.0 |
| |
December 3, 2011 |
|
50.0 |
| |
December 31, 2011 |
|
65.0 |
| |
January 28, 2012 |
|
90.0 |
| |
February 25, 2012 |
|
100.0 |
| |
March 24, 2012 |
|
110.0 |
| |
April 21, 2012 |
|
125.0 |
| |
May 19, 2012 |
|
150.0 |
| |
June 16, 2012 |
|
175.0 |
| |
Meeting our EBITDA covenant requires increasing levels of performance throughout the year, including the successful implementation of our business improvement initiatives. We previously entered into a definitive agreement with C&S to provide services and as of the balance sheet date, we are in the process of negotiating with union locals to obtain consensual modifications to collective bargaining agreements necessary for our successful reorganization. We may not achieve our minimum cumulative EBITDA covenant. A financial covenant violation could result in termination of the DIP Credit Agreement and/or termination of our access to funding thereunder. If either (or both) of those were to occur, our Company could be without sufficient cash availability to meet our operating needs or satisfy our obligations as they fall due, in which instance we could be required to seek a sale of our Company or certain of its material assets pursuant to Section 363 of the Bankruptcy Code, or to convert the Bankruptcy Filing into a liquidation under Chapter 7 of the Bankruptcy Code.
The DIP Credit Agreement matures upon the earliest to occur of (a) June 14, 2012, (b) the acceleration of the loans and the termination of the commitment thereunder, and (c) the substantial consummation (as defined in Section 1101(2) of the Bankruptcy Code, which for purposes hereof shall be no later than the effective date thereof) of a plan of reorganization that is confirmed pursuant to an order entered by the Bankruptcy Court.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
MONTHLY OPERATING REPORT FOR JULY 2011
NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)
5. Reorganization Items, net
Reorganization items represent amounts incurred as a direct result of the Bankruptcy Filing and was comprised of the following:
|
|
Four Weeks Ended |
| |
|
|
July 16, 2011 |
| |
|
|
(in thousands) |
| |
|
|
|
| |
Professional fees |
|
$ |
(4,066 |
) |
US Trustee fees |
|
(91 |
) | |
Write-off of balance sheet items related to rejected contracts, net - continuing operations |
|
16,827 |
| |
Reduction of closed locations reserve - continuing operations |
|
13,199 |
| |
Reorganizations items, net continuing operations |
|
25,869 |
| |
Write-off of balance sheet items related to rejected contracts - discontinued operations |
|
(58 |
) | |
Reduction of closed locations reserve - discontinued operations |
|
79 |
| |
Total reorganization items, net |
|
$ |
25,890 |
|
Professional fees of approximately $4.1 million were accrued and $11.2 million were paid for the four weeks ended July 16, 2011. U.S. Trustee fees of approximately $0.1 million were accrued for the four weeks ended July 16, 2011.
During the four weeks ended July 16, 2011, we rejected 18 of our leases through the bankruptcy process and reduced the closed locations reserve balance associated with these leases by $13.3 million, of which $13.2 million was attributed to continuing operations and $0.1 million was attributed to discontinued operations, net to the allowable claim for damages of $17.3 million. Our total closed locations reserve balance of $193.2 million is comprised of damage claims of $187.1 million and $6.1 million pertains to locations for which the leases have not been rejected as of July 16, 2011. In connection with the rejection of the 18 leases, we also wrote off the related real estate liabilities of $13.8 million, obligations under capital leases of $2.4 million, and other liabilities related to rejected closed locations of $0.6 million, totaling $16.8 million, net. Of this amount, $16.8 million relates to continuing operations with an offset of less than $0.1 million relating to discontinued operations.
6. Liabilities Subject to Compromise
As a result of the Bankruptcy Filing, the payment of pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-Bankruptcy Filing liabilities are stayed. Although payment of pre-petition claims generally is not permitted, the Bankruptcy Court granted the Debtor authority to pay certain pre-petition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of our Companys businesses and assets. Among other things, the Bankruptcy Court authorized us to pay certain pre-petition claims relating to employee wages and benefits, customers, vendors, and suppliers.
We have been paying and intend to continue to pay undisputed post-petition claims in the ordinary course of business. In addition, we may reject pre-petition executory contracts and unexpired leases with respect to our operations, with the approval of the Bankruptcy Court. Any damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as Liabilities subject to compromise in our Consolidated Balance Sheet. We previously notified all known claimants subject to the bar date of their need to file a proof of claim with the Bankruptcy Court. A bar date is the date by which claims against our Company must be filed if the claimants disagree with the amounts included in our schedule of assets and liabilities filed with the Bankruptcy Court and wish to receive any distribution in the Bankruptcy Filing. The bar date of June 17, 2011 set by the Bankruptcy Court has passed. Thus far, claimants filed over nine thousand claims against our Company, asserting approximately $27.9 billion worth of liabilities. Our Company and our retained professionals are continuing to review and analyze the proofs of claim submitted by claimants and will investigate any material differences between these
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
MONTHLY OPERATING REPORT FOR JULY 2011
NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)
claims and liability amounts estimated by our Company. If necessary, in the event of a claims dispute, the Bankruptcy Court will make a final determination whether such claims should be allowed and, if so, the appropriate amount of such allowed claims. The ultimate amount of such liabilities is not determinable at this time.
Pre-petition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as Liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, or other events. We expect that certain amounts currently classified as Liabilities subject to compromise may in fact be paid in the ordinary course as they come due. Any resulting changes in classification will be reflected in subsequent monthly operating reports.
Liabilities subject to compromise consist of the following:
|
|
As of July 16, 2011 |
| |
|
|
(in thousands) |
| |
Accounts payable |
|
$ |
189,133 |
|
Accrued salaries, wages, and benefits |
|
10,944 |
| |
Self-insurance reserves |
|
388,089 |
| |
Closed locations reserves |
|
6,134 |
| |
Damages claim for rejected leases |
|
187,083 |
| |
Pension withdrawal liabilities |
|
113,053 |
| |
GHI contractual liability for employee benefits |
|
96,701 |
| |
Accrued occupancy related costs for open stores |
|
18,637 |
| |
Deferred income |
|
34,008 |
| |
Deferred real estate income |
|
17,833 |
| |
Accrued audit, legal and other |
|
6,886 |
| |
Accrued interest |
|
45,296 |
| |
Other postretirement and postemployment benefits |
|
41,850 |
| |
Other accruals |
|
3,343 |
| |
Pension plan benefits |
|
128,461 |
| |
Step rent liabilities |
|
24,206 |
| |
Unfavorable lease liabilities |
|
815 |
| |
Other noncurrent liabilities |
|
10,091 |
| |
5.125% Convertible Senior Notes, due June 15, 2011 |
|
165,000 |
| |
Related Party Promissory Note, due August 18, 2011 |
|
10,000 |
| |
9.125% Senior Notes, due December 15, 2011 |
|
12,840 |
| |
6.750% Convertible Senior Notes, due December 15, 2012 |
|
255,000 |
| |
11.375% Senior Secured Notes, due August 1, 2015 |
|
260,000 |
| |
9.375% Notes, due August 1, 2039 |
|
200,000 |
| |
Other debt |
|
2,510 |
| |
Obligations under capital leases |
|
64,984 |
| |
Real estate liabilities |
|
250,264 |
| |
Total liabilities subject to compromise |
|
$ |
2,543,161 |
|
Liabilities subject to compromise include liabilities related to pre-petition purchases and interest payments, some of which were scheduled for payment in the July 2011 period. As a result, the July 2011 cash flows from operations were favorably affected by the stay of payment related to the liabilities.
Rejected Leases
During the four weeks ended July 16, 2011, we rejected 18 of our leases through the bankruptcy process. We reduced the closed locations reserve balance associated with these leases by $13.3 million, net to the allowable claim for damages of $187.1 million. The remaining closed locations reserve balance of $6.1 million pertains to locations for which the leases have not been rejected. In connection with the 18 rejected leases, the related real estate liabilities, obligations under capital leases and other liabilities related to rejected closed locations were written off, all which were
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
MONTHLY OPERATING REPORT FOR JULY 2011
NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)
recorded to Reorganization items, net in our Consolidated Statement of Operations. Refer to Note 5 Reorganization Items, Net, for further discussion of our rejected leases.
Non-Debtor Financing Agreements
Intercompany financing agreements with foreign non-Debtor subsidiaries of $94.1 million are not reflected in the above liabilities subject to compromise table as these amounts were eliminated on a consolidated basis.
7. Post-petition Accounts Payable and Accrued Expenses
To the best of our knowledge, all undisputed post-petition accounts payable and accrued expenses have been paid, or are being paid under agreed-upon payment terms.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
MONTHLY OPERATING REPORT FOR JULY 2011
SCHEDULE 1: SCHEDULE OF DISBURSEMENTS
Case |
|
Debtor Name: |
|
Disbursements for the |
| |
087-10-24548 |
|
APW SUPERMARKETS, INC. |
|
$ |
31,883,910.98 |
|
087-10-24549 |
|
THE GREAT ATLANTIC & PACIFIC |
|
126,687,843.49 |
| |
087-10-24550 |
|
2008 BROADWAY, INC. |
|
|
| |
087-10-24551 |
|
AAL REALTY CORPORATION |
|
|
| |
087-10-24552 |
|
ADBRETT CORPORATION |
|
|
| |
087-10-24553 |
|
AMSTERDAM TRUCKING CORPORATION |
|
|
| |
087-10-24554 |
|
APW SUPERMARKET CORPORATION |
|
|
| |
087-10-24555 |
|
BERGEN STREET PATHMARK, INC. |
|
|
| |
087-10-24556 |
|
BEST CELLARS DC, INC. |
|
|
| |
087-10-24557 |
|
BEST CELLARS, INC. |
|
198,794.77 |
| |
087-10-24558 |
|
BEST CELLARS LICENSING, CORP. |
|
|
| |
087-10-24559 |
|
BEST CELLARS MASSACHUSETTS, INC. |
|
79.92 |
| |
087-10-24560 |
|
BEST CELLARS VA, INC. |
|
23,325.52 |
| |
087-10-24561 |
|
BEV, LTD |
|
266,123.65 |
| |
087-10-24562 |
|
BORMANS INC. |
|
40,175.27 |
| |
087-10-24563 |
|
BRIDGE STUART, INC. |
|
|
| |
087-10-24564 |
|
CLAY-PARK REALTY, CORP. |
|
|
| |
087-10-24565 |
|
COMPASS FOODS, INC. |
|
|
| |
087-10-24566 |
|
EAST BRUNSWICK STUART, LLC |
|
|
| |
087-10-24567 |
|
FARMER JACKS OF OHIO, INC. |
|
|
| |
087-10-24568 |
|
FOOD BASICS, INC. |
|
7,333,842.24 |
| |
087-10-24569 |
|
GRAMATAN FOODTOWN CORP. |
|
|
| |
087-10-24570 |
|
GRAPE FINDS AT DUPONT, INC. |
|
|
| |
087-10-24571 |
|
GRAPE FINDS LICENSING, CORP. |
|
|
| |
087-10-24572 |
|
GREENLAWN LAND DVLPMNT, CORP. |
|
|
| |
087-10-24573 |
|
HOPELAWN PROPERTY I, INC. |
|
866.38 |
| |
087-10-24574 |
|
KOHLS FOOD STORES, INC. |
|
|
| |
087-10-24575 |
|
KWIK SAVE, INC. |
|
|
| |
087-10-24576 |
|
LANCASTER PIKE STUART, LLC |
|
|
| |
087-10-24577 |
|
LBRO REALTY, INC. |
|
|
| |
087-10-24578 |
|
MAC DADE BOULEVARD STUART, LLC |
|
|
| |
087-10-24579 |
|
MCLEAN AVENUE PLAZA, CORP. |
|
|
| |
087-10-24580 |
|
MILIK SERVICE COMPANY, LLC |
|
|
| |
087-10-24581 |
|
MONTVALE HOLDINGS, INC. |
|
|
| |
087-10-24582 |
|
N. JERSEY PROPERTIES, INC. VI |
|
|
| |
087-10-24583 |
|
ONPOINT, INC. |
|
|
| |
087-10-24584 |
|
PATHMARK STORE, INC. |
|
103,739,426.05 |
| |
087-10-24585 |
|
PLAINBRIDGE, LLC |
|
309,289,498.99 |
| |
087-10-24586 |
|
SEG STORES, INC. |
|
5,546.31 |
| |
087-10-24587 |
|
SHOPWELL, INC. |
|
12,021,230.63 |
| |
087-10-24588 |
|
SHOPWELL, INC. |
|
|
| |
087-10-24589 |
|
SPRING LANE PRODUCE CORP. |
|
|
| |
087-10-24590 |
|
SUPER FRESH FOOD MARKETS, INC. |
|
16,303,455.45 |
| |
087-10-24591 |
|
SUPER FRESH/SAV A CENTER, INC |
. |
3,353.92 |
| |
087-10-24592 |
|
SUPER MARKET SERVICES, CORP. |
|
|
| |
087-10-24593 |
|
SUPER PLUS FOOD WAREHOUSE, INC. |
|
|
| |
087-10-24594 |
|
SUPERMARKETS OIL COMPANY, INC. |
|
|
| |
087-10-24595 |
|
THE FOOD EMPORIUM, INC. |
|
|
| |
087-10-24596 |
|
THE OLD WINE EMPORIUM |
|
253,450.00 |
| |
087-10-24597 |
|
THE S. DAKOTA GREAT ATLANTIC |
|
|
| |
087-10-24598 |
|
TRADEWELL FOODS OF CONN., INC. |
|
511,563.23 |
| |
087-10-24599 |
|
UPPER DARBY STUART, LLC |
|
|
| |
087-10-24600 |
|
WALDBAUM, INC. |
|
1,970,458.69 |
| |
087-10-24601 |
|
LO-LO DISCOUNT STORES, INC. |
|
98,152.79 |
| |
|
|
GRAND TOTALS: |
|
$ |
610,631,098.28 |
|
Certain Debtor entities make disbursements on behalf of the other Debtor entities. Every effort has been made to accurately represent the disbursements made on behalf of each affiliated debtor.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)
MONTHLY OPERATING REPORT FOR JULY 2011
SCHEDULE 2: DEBTOR QUESTIONNAIRE
|
Must be completed each month. If the answer to any of the questions is Yes, provide a detailed explanation of each item. Attach additional sheets if necessary. |
Yes |
No |
1. |
Have any assets been sold or transferred outside the normal course of business this reporting period? |
ü(a) |
|
2. |
Have any funds been disbursed from any account other than a debtor-in-possession account this reporting period? |
ü(b) |
|
3. |
Is the Debtor delinquent in the timely filing of any post-petition tax returns? |
|
ü |
4. |
Are worker compensation, general liability or other necessary insurance coverage expired or cancelled, or has the Debtor received notice of expiration or cancellation of such policies? |
|
ü |
5. |
Is the Debtor delinquent in paying any insurance premium payment? |
|
ü |
6. |
Have any payments been made on pre-petition liabilities this reporting period? |
ü(c) |
|
7. |
Are any post-petition receivables (accounts, notes, or loans) due from related parties? |
|
ü |
8. |
Are any post-petition payroll taxes past due? |
|
ü |
9. |
Are any post-petition State or Federal income taxes past due? |
|
ü |
10. |
Are any post-petition real estate taxes past due? |
|
ü |
11. |
Are any other post-petition taxes past due? |
|
ü |
12. |
Have any pre-petition taxes been paid during this reporting period? |
ü(d) |
|
13. |
Are any amounts owed to post-petition creditors delinquent? |
|
ü |
14. |
Are any wage payments past due? |
ü(e) |
|
15. |
Have any post-petition loans been received by the Debtor from any party? |
|
ü |
16. |
Is the Debtor delinquent in paying any U.S. Trustee fees? |
|
ü |
17. |
Is the Debtor delinquent with any court ordered payments to attorneys or other professionals? |
|
ü |
18. |
Have the owners or shareholder received any compensation outside of the normal course of business? |
|
ü |
Explanations to Yes answers:
(a) Refer to Note 3 - Proceeds from Sale of Assets Held for Sale.
(b) Funds have been disbursed from Rule 501(c)3 non-profit organizations, affiliates of our Company, in the normal course of operations.
(c) Payments made on certain pre-petition liabilities were made pursuant to various court orders.
(d) Due to the assumption of real estate leases (refer to Note 2 Basis of Presentation), landlords were reimbursed for pre-petition real estate taxes paid on our behalf as cure amounts.
(e) Certain severance payments have not been made and have been classified as part of liabilities subject to compromise; however, wage payments for existing employees are current.
(1) See Schedule 1 for a listing of Debtor by case number.
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
SCHEDULE 3: CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE FOUR WEEKS ENDED JULY 16, 2011
(Unaudited - in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
APW Supermarket |
|
Bev LTD |
|
Bormans Inc |
|
Shopwell |
|
Super Fresh/Sav |
|
Super Fresh |
|
The Great A&P |
|
| |||
|
|
|
|
|
|
|
|
|
|
-A-Center |
|
Food Markets |
|
Tea Co |
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
10-24548 |
|
10-24561 |
|
10-24562 |
|
10-24587 |
|
10-24591 |
|
10-24590 |
|
10-245549 |
|
| |||
Sales |
$ |
92,419 |
$ |
298 |
$ |
- |
$ |
18,857 |
$ |
- |
$ |
42,262 |
$ |
158,032 |
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Cost of merchandise sold |
|
(66,065 |
) |
(239 |
) |
- |
|
(10,636 |
) |
- |
|
(30,101 |
) |
(115,062 |
) |
| |||
Gross margin |
|
26,354 |
|
59 |
|
- |
|
8,221 |
|
- |
|
12,161 |
|
42,970 |
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Store operating, general and administrative expense |
|
(27,771 |
) |
(53 |
) |
115 |
|
(7,623 |
) |
1 |
|
(13,634 |
) |
(42,906 |
) |
| |||
Goodwill, trademark and long-lived asset impairment |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(159 |
) |
| |||
(Loss) income from continuing operations before interest expense and reorganization items, net |
|
(1,417 |
) |
6 |
|
115 |
|
598 |
|
1 |
|
(1,473 |
) |
(95 |
) |
| |||
Interest expense |
|
(396 |
) |
- |
|
- |
|
- |
|
- |
|
(163 |
) |
(7,500 |
) |
| |||
Reorganization items, net |
|
15 |
|
- |
|
- |
|
631 |
|
- |
|
13,364 |
|
12,404 |
|
| |||
(Loss) income from continuing operations before provision for income taxes |
|
(1,798 |
) |
6 |
|
115 |
|
1,229 |
|
1 |
|
11,728 |
|
4,809 |
|
| |||
Provision for income taxes |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(35 |
) |
| |||
(Loss) income from continuing operations |
|
(1,798 |
) |
6 |
|
115 |
|
1,229 |
|
1 |
|
11,728 |
|
4,774 |
|
| |||
(Loss) income from operations of discontinued businesses |
|
- |
|
- |
|
(274 |
) |
- |
|
3 |
|
- |
|
1 |
|
| |||
Reorganization items, net |
|
- |
|
- |
|
73 |
|
- |
|
(52 |
) |
- |
|
- |
|
| |||
(Loss) income from discontinued operations |
|
- |
|
- |
|
(201 |
) |
- |
|
(49 |
) |
- |
|
1 |
|
| |||
Net (loss) income |
$ |
(1,798 |
) |
$ |
6 |
$ |
(86 |
) |
$ |
1,229 |
$ |
(48 |
) |
$ |
11,728 |
$ |
4,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
SCHEDULE 3: CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE FOUR WEEKS ENDED JULY 16, 2011
(Unaudited - in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
The Old Wine |
|
Tradewell Foods |
|
Waldbaums Inc |
|
US Food Basics |
|
Pathmark Inc |
|
Plainbridge |
|
E Brusnswick |
|
Best Cellars |
|
| |||||
|
|
Emporium |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
10-24596 |
|
10-24598 |
|
10-24600 |
|
10-24568 |
|
10-24584 |
|
10-24585 |
|
10-24566 |
|
10-24557 |
|
| |||||
Sales |
$ |
260 |
$ |
1,275 |
$ |
2,711 |
$ |
18,292 |
$ |
223,597 |
$ |
- |
$ |
- |
$ |
152 |
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of merchandise sold |
|
(203 |
) |
(847 |
) |
(1,911 |
) |
(15,078 |
) |
(166,505 |
) |
- |
|
- |
|
(95 |
) |
| |||||
Gross margin |
|
57 |
|
428 |
|
800 |
|
3,214 |
|
57,092 |
|
- |
|
- |
|
57 |
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Store operating, general and administrative expense |
|
(46 |
) |
(388 |
) |
(790 |
) |
(3,174 |
) |
(70,241 |
) |
(257 |
) |
(12 |
) |
(83 |
) |
| |||||
Goodwill, trademark and long-lived asset impairment |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
| |||||
(Loss) income from continuing operations before interest expense and reorganization items, net |
|
11 |
|
40 |
|
10 |
|
40 |
|
(13,149 |
) |
(257 |
) |
(12 |
) |
(26 |
) |
| |||||
Interest expense |
|
- |
|
- |
|
(517 |
) |
(122 |
) |
(1,952 |
) |
- |
|
- |
|
- |
|
| |||||
Reorganization items, net |
|
- |
|
- |
|
368 |
|
- |
|
(913 |
) |
- |
|
- |
|
- |
|
| |||||
(Loss) income from continuing operations before provision for income taxes |
|
11 |
|
40 |
|
(139 |
) |
(82 |
) |
(16,014 |
) |
(257 |
) |
(12 |
) |
(26 |
) |
| |||||
Provision for income taxes |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
| |||||
(Loss) income from continuing operations |
|
11 |
|
40 |
|
(139 |
) |
(82 |
) |
(16,014 |
) |
(257 |
) |
(12 |
) |
(26 |
) |
| |||||
(Loss) income from operations of discontinued businesses |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
| |||||
Reorganization items, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
| |||||
(Loss) income from discontinued operations |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
| |||||
Net (loss) income |
$ |
11 |
$ |
40 |
$ |
(139 |
) |
$ |
(82 |
) |
$ |
(16,014 |
) |
$ |
(257 |
) |
$ |
(12 |
) |
$ |
(26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
SCHEDULE 3: CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE FOUR WEEKS ENDED JULY 16, 2011
(Unaudited - in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
SEG |
|
Best Cellars of |
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virgina Inc |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
10-24586 |
|
10-24560 |
|
|
|
| |
Sales |
|
|
|
|
|
|
|
|
|
|
$ |
- |
$ |
112 |
$ |
558,267 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cost of merchandise sold |
|
|
|
|
|
|
|
|
|
|
|
- |
|
(85 |
) |
(406,827 |
) |
| |
Gross margin |
|
|
|
|
|
|
|
|
|
|
|
- |
|
27 |
|
151,440 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Store operating, general and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
(42 |
) |
(166,893 |
) |
| |
Goodwill, trademark and long-lived asset impairment |
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
(159 |
) |
| |
(Loss) income from continuing operations before interest expense and reorganization items, net |
|
|
|
|
|
11 |
|
(15 |
) |
(15,612 |
) |
| |||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
(10,650 |
) |
| |
Reorganization items, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
25,869 |
|
| |
(Loss) income from continuing operations before provision for income taxes |
|
|
|
|
|
|
|
11 |
|
(15 |
) |
(393 |
) |
| |||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
(35 |
) |
| |
(Loss) income from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
(15 |
) |
(428 |
) |
| |
(Loss) income from operations of discontinued businesses |
|
|
|
|
|
|
|
- |
|
- |
|
(270 |
) |
| |||||
Reorganization items, net |
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
21 |
|
| |
(Loss) income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
- |
|
- |
|
(249 |
) |
| |
Net (loss) income |
|
|
|
|
|
|
|
|
|
|
$ |
11 |
$ |
(15 |
) |
$ |
(677 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
SCHEDULE 4: CONSOLIDATING BALANCE SHEETS
AS OF JULY 16, 2011
(Unaudited - in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APW Supermarket |
|
Bev LTD |
|
Bormans Inc |
|
Farmer Jacks |
|
Hopelawn |
|
Kohls Food |
|
Shopwell |
|
Super Fresh/Sav |
|
|
|
|
|
|
|
|
of Ohio |
|
Property I Inc |
|
Stores |
|
|
|
-A-Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-24548 |
|
10-24561 |
|
10-24562 |
|
10-24567 |
|
10-24573 |
|
10-24574 |
|
10-24587 |
|
10-24591 |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
5,017 |
$ |
16 |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
683 |
$ |
- |
Restricted cash |
|
201 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Accounts receivable, net |
|
6,926 |
|
1 |
|
20 |
|
- |
|
- |
|
- |
|
1,394 |
|
- |
Inventories, net |
|
58,428 |
|
589 |
|
- |
|
- |
|
- |
|
- |
|
8,284 |
|
- |
Prepaid expenses and other current assets |
|
3,723 |
|
6 |
|
- |
|
- |
|
- |
|
- |
|
2,250 |
|
- |
Properties held for sale |
|
482 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total current assets |
|
74,777 |
|
612 |
|
20 |
|
- |
|
- |
|
- |
|
12,611 |
|
- |
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property owned, net |
|
112,092 |
|
382 |
|
481 |
|
- |
|
- |
|
- |
|
29,629 |
|
- |
Property leased under capital leases, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
10 |
|
- |
Property, net |
|
112,092 |
|
382 |
|
481 |
|
- |
|
- |
|
- |
|
29,639 |
|
- |
Goodwill |
|
31,487 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
12,110 |
|
- |
Intangible assets, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Other assets |
|
3,429 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
435 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
$ |
221,785 |
$ |
994 |
$ |
501 |
$ |
- |
$ |
- |
$ |
- |
$ |
54,795 |
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtor-in-possession credit agreement |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
Current portion of obligations under capital leases |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Current portion of real estate liabilities |
|
571 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Accounts payable |
|
13,493 |
|
82 |
|
(1) |
|
- |
|
- |
|
- |
|
4,265 |
|
- |
Book overdrafts |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Accrued salaries, wages and benefits |
|
13,748 |
|
1 |
|
- |
|
- |
|
- |
|
- |
|
3,098 |
|
- |
Accrued taxes |
|
2,980 |
|
2 |
|
- |
|
- |
|
- |
|
- |
|
481 |
|
- |
Other accrued liabilities |
|
5,468 |
|
14 |
|
- |
|
- |
|
- |
|
- |
|
907 |
|
- |
Total current liabilities |
|
36,260 |
|
99 |
|
(1) |
|
- |
|
- |
|
- |
|
8,751 |
|
- |
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term obligations under capital leases |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Long-term real estate liabilities |
|
25,517 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Deferred real estate income |
|
5,015 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Other non-current liabilities |
|
8,061 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,498 |
|
- |
Intercompany, net |
|
(389,941) |
|
2,178 |
|
145,861 |
|
37,144 |
|
20,318 |
|
(281,284) |
|
(261,458) |
|
(30,345) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities not subject to compromise |
|
(315,088) |
|
2,277 |
|
145,860 |
|
37,144 |
|
20,318 |
|
(281,284) |
|
(248,209) |
|
(30,345) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities subject to compromise |
|
119,199 |
|
40 |
|
60,427 |
|
9,554 |
|
1,400 |
|
4,370 |
|
29,022 |
|
8,726 |
Total liabilities |
|
(195,889) |
|
2,317 |
|
206,287 |
|
46,698 |
|
21,718 |
|
(276,914) |
|
(219,187) |
|
(21,619) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Additional paid-in capital |
|
291,299 |
|
- |
|
78,031 |
|
- |
|
- |
|
31,200 |
|
70,209 |
|
- |
Accumulated other comprehensive loss |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Retained earnings (accumulated deficit) |
|
126,375 |
|
(1,323) |
|
(283,817) |
|
(46,698) |
|
(21,718) |
|
245,714 |
|
203,773 |
|
21,619 |
Accumulated translation adjustment |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Total stockholders equity (deficit) |
|
417,674 |
|
(1,323) |
|
(205,786) |
|
(46,698) |
|
(21,718) |
|
276,914 |
|
273,982 |
|
21,619 |
Total liabilities and stockholders equity (deficit) |
$ |
221,785 |
$ |
994 |
$ |
501 |
$ |
- |
$ |
- |
$ |
- |
$ |
54,795 |
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
SCHEDULE 4: CONSOLIDATING BALANCE SHEETS
AS OF JULY 16, 2011
(Unaudited - in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
Super Fresh |
|
The Great A&P |
|
The Old Wine |
|
Tradewell Foods |
|
Waldbaums Inc |
|
US Food Basics |
|
Pathmark Inc |
|
Plainbridge | |||||||
|
|
Food Markets |
|
Tea Co |
|
Emporium |
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
10-24590 |
|
10-245549 |
|
10-24596 |
|
10-24598 |
|
10-24600 |
|
10-24568 |
|
10-24584 |
|
10-24585 | |||||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cash and cash equivalents |
$ |
2,388 |
$ |
|
302,254 |
$ |
|
26 |
$ |
|
24 |
$ |
|
124 |
$ |
|
843 |
$ |
|
19,467 |
$ |
|
- |
Restricted cash |
|
- |
|
2,183 |
|
- |
|
- |
|
- |
|
84 |
|
40 |
|
- | |||||||
Accounts receivable, net |
|
5,950 |
|
111,046 |
|
2 |
|
36 |
|
561 |
|
971 |
|
29,006 |
|
1,515 | |||||||
Inventories, net |
|
28,363 |
|
139,748 |
|
519 |
|
743 |
|
2,126 |
|
9,854 |
|
144,802 |
|
360 | |||||||
Prepaid expenses and other current assets |
|
1,176 |
|
19,007 |
|
4 |
|
46 |
|
597 |
|
380 |
|
7,211 |
|
49 | |||||||
Properties held for sale |
|
- |
|
276 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- | |||||||
Total current assets |
|
37,877 |
|
574,514 |
|
551 |
|
849 |
|
3,408 |
|
12,132 |
|
200,526 |
|
1,924 | |||||||
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Property: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Property owned, net |
|
53,239 |
|
211,609 |
|
31 |
|
772 |
|
20,058 |
|
26,693 |
|
552,025 |
|
403 | |||||||
Property leased under capital leases, net |
|
- |
|
4,916 |
|
- |
|
- |
|
- |
|
- |
|
54,631 |
|
- | |||||||
Property, net |
|
53,239 |
|
216,525 |
|
31 |
|
772 |
|
20,058 |
|
26,693 |
|
606,656 |
|
403 | |||||||
Goodwill |
|
- |
|
33,042 |
|
- |
|
- |
|
27,798 |
|
4,147 |
|
- |
|
- | |||||||
Intangible assets, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
120,163 |
|
- | |||||||
Other assets |
|
410 |
|
133,506 |
|
- |
|
10 |
|
40 |
|
426 |
|
5,197 |
|
409 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total assets |
$ |
91,526 |
$ |
|
957,587 |
$ |
|
582 |
$ |
|
1,631 |
$ |
|
51,304 |
$ |
|
43,398 |
$ |
|
932,542 |
$ |
|
2,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Debtor-in-possession credit agreement |
$ |
- |
$ |
|
350,000 |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
Current portion of obligations under capital leases |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,927 |
|
- | |||||||
Current portion of real estate liabilities |
|
68 |
|
6 |
|
- |
|
- |
|
- |
|
(58) |
|
(20) |
|
- | |||||||
Accounts payable |
|
6,307 |
|
37,705 |
|
112 |
|
202 |
|
351 |
|
5,235 |
|
40,263 |
|
5,405 | |||||||
Book overdrafts |
|
- |
|
28,815 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- | |||||||
Accrued salaries, wages and benefits |
|
5,788 |
|
47,126 |
|
9 |
|
174 |
|
313 |
|
499 |
|
33,188 |
|
279 | |||||||
Accrued taxes |
|
816 |
|
23,432 |
|
25 |
|
26 |
|
51 |
|
411 |
|
5,262 |
|
- | |||||||
Other accrued liabilities |
|
2,236 |
|
163,821 |
|
3 |
|
187 |
|
448 |
|
884 |
|
8,707 |
|
39 | |||||||
Total current liabilities |
|
15,215 |
|
650,905 |
|
149 |
|
589 |
|
1,163 |
|
6,971 |
|
92,327 |
|
5,723 | |||||||
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Long-term obligations under capital leases |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
37,229 |
|
- | |||||||
Long-term real estate liabilities |
|
6,232 |
|
72,763 |
|
- |
|
- |
|
- |
|
6,609 |
|
12,982 |
|
- | |||||||
Deferred real estate income |
|
1,644 |
|
3,215 |
|
- |
|
1,147 |
|
2,676 |
|
29 |
|
- |
|
- | |||||||
Other non-current liabilities |
|
1,138 |
|
83,256 |
|
- |
|
409 |
|
21 |
|
35 |
|
356 |
|
- | |||||||
Intercompany, net |
|
218,936 |
|
(268,511) |
|
1,016 |
|
(8,712) |
|
(100,172) |
|
93,102 |
|
1,520,702 |
|
(29,044) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total liabilities not subject to compromise |
|
243,165 |
|
541,628 |
|
1,165 |
|
(6,567) |
|
(96,312) |
|
106,746 |
|
1,663,596 |
|
(23,321) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Liabilities subject to compromise |
|
38,549 |
|
1,944,266 |
|
10 |
|
423 |
|
5,733 |
|
16,222 |
|
299,505 |
|
5,588 | |||||||
Total liabilities |
|
281,714 |
|
2,485,894 |
|
1,175 |
|
(6,144) |
|
(90,579) |
|
122,968 |
|
1,963,101 |
|
(17,733) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Preferred stock |
|
- |
|
145,797 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Stockholders equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Common stock |
|
- |
|
53,852 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- | |||||||
Additional paid-in capital |
|
13,419 |
|
(341,269) |
|
- |
|
- |
|
685 |
|
- |
|
- |
|
- | |||||||
Accumulated other comprehensive loss |
|
- |
|
(76,425) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- | |||||||
Retained earnings (accumulated deficit) |
|
(203,607) |
|
(1,295,564) |
|
(593) |
|
7,775 |
|
141,198 |
|
(79,570) |
|
(1,030,559) |
|
20,469 | |||||||
Accumulated translation adjustment |
|
- |
|
(14,698) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- | |||||||
Total stockholders equity (deficit) |
|
(190,188) |
|
(1,674,104) |
|
(593) |
|
7,775 |
|
141,883 |
|
(79,570) |
|
(1,030,559) |
|
20,469 | |||||||
Total liabilities and stockholders equity (deficit) |
$ |
91,526 |
$ |
|
957,587 |
$ |
|
582 |
$ |
|
1,631 |
$ |
|
51,304 |
$ |
|
43,398 |
$ |
|
932,542 |
$ |
|
2,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
SCHEDULE 4: CONSOLIDATING BALANCE SHEETS
AS OF JULY 16, 2011
(Unaudited - in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
Delaware County |
|
E Brusnswick |
|
Best Cellars |
|
SEG |
|
Best Cellars |
|
Best Cellars of |
|
Grape Finds at |
|
SMS |
| ||||||||
|
|
Dairies |
|
|
|
|
|
|
|
Mass Inc |
|
Virgina Inc |
|
Dupont, Inc |
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
10-24566 |
|
10-24557 |
|
10-24586 |
|
10-24559 |
|
10-24560 |
|
10-24570 |
|
10-24592 |
| ||||||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Cash and cash equivalents |
$ |
|
- |
$ |
|
- |
$ |
|
2 |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
|
Restricted cash |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Accounts receivable, net |
|
- |
|
64 |
|
6 |
|
171 |
|
- |
|
1 |
|
- |
|
- |
| ||||||||
Inventories, net |
|
- |
|
- |
|
126 |
|
- |
|
- |
|
6 |
|
- |
|
- |
| ||||||||
Prepaid expenses and other current assets |
|
- |
|
- |
|
21 |
|
- |
|
- |
|
11 |
|
- |
|
- |
| ||||||||
Properties held for sale |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Total current assets |
|
- |
|
64 |
|
155 |
|
171 |
|
- |
|
18 |
|
- |
|
- |
| ||||||||
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Property: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Property owned, net |
|
- |
|
22,835 |
|
106 |
|
- |
|
- |
|
20 |
|
- |
|
- |
| ||||||||
Property leased under capital leases, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Property, net |
|
- |
|
22,835 |
|
106 |
|
- |
|
- |
|
20 |
|
- |
|
- |
| ||||||||
Goodwill |
|
- |
|
- |
|
1,828 |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Intangible assets, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Other assets |
|
- |
|
- |
|
40 |
|
- |
|
31 |
|
- |
|
- |
|
- |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total assets |
$ |
|
- |
$ |
|
22,899 |
$ |
|
2,129 |
$ |
|
171 |
$ |
|
31 |
$ |
|
38 |
$ |
|
- |
$ |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Debtor-in-possession credit agreement |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
|
Current portion of obligations under capital leases |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Current portion of real estate liabilities |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Accounts payable |
|
- |
|
- |
|
118 |
|
- |
|
1 |
|
12 |
|
(1) |
|
- |
| ||||||||
Book overdrafts |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Accrued salaries, wages and benefits |
|
- |
|
- |
|
3 |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Accrued taxes |
|
- |
|
- |
|
73 |
|
- |
|
- |
|
9 |
|
- |
|
50 |
| ||||||||
Other accrued liabilities |
|
- |
|
- |
|
- |
|
- |
|
- |
|
11 |
|
- |
|
- |
| ||||||||
Total current liabilities |
|
- |
|
- |
|
194 |
|
- |
|
1 |
|
32 |
|
(1) |
|
50 |
| ||||||||
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Long-term obligations under capital leases |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Long-term real estate liabilities |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Deferred real estate income |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Other non-current liabilities |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Intercompany, net |
|
(19) |
|
19,987 |
|
2,405 |
|
(481) |
|
324 |
|
477 |
|
120 |
|
(13,741) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total liabilities not subject to compromise |
|
(19) |
|
19,987 |
|
2,599 |
|
(481) |
|
325 |
|
509 |
|
119 |
|
(13,691) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Liabilities subject to compromise |
|
- |
|
- |
|
25 |
|
75 |
|
4 |
|
23 |
|
- |
|
- |
| ||||||||
Total liabilities |
|
(19) |
|
19,987 |
|
2,624 |
|
(406) |
|
329 |
|
532 |
|
119 |
|
(13,691) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Preferred stock |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Stockholders equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Common stock |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Additional paid-in capital |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
52 |
| ||||||||
Accumulated other comprehensive loss |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Retained earnings (accumulated deficit) |
|
19 |
|
2,912 |
|
(495) |
|
577 |
|
(298) |
|
(494) |
|
(119) |
|
13,639 |
| ||||||||
Accumulated translation adjustment |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| ||||||||
Total stockholders equity (deficit) |
|
19 |
|
2,912 |
|
(495) |
|
577 |
|
(298) |
|
(494) |
|
(119) |
|
13,691 |
| ||||||||
Total liabilities and stockholders equity (deficit) |
$ |
|
- |
$ |
|
22,899 |
$ |
|
2,129 |
$ |
|
171 |
$ |
|
31 |
$ |
|
38 |
$ |
|
- |
$ |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Case No. 10-24549 (RDD) Jointly Administered
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.
(DEBTORS-IN-POSSESSION)
MONTHLY OPERATING REPORT FOR JULY 2011
SCHEDULE 4: CONSOLIDATING BALANCE SHEETS
AS OF JULY 16, 2011
(Unaudited - in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
2008 BWay |
|
South Dakota |
|
Bridge Stuart |
|
Adbrett Corp |
|
Bergen Street |
|
Foreign |
|
Total | |||||||
|
|
|
|
Great A&P Tea |
|
Inc |
|
|
|
Pathmark Inc |
|
Non-Debtor |
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
10-24550 |
|
10-24597 |
|
10-24563 |
|
10-24552 |
|
10-24555 |
|
|
|
| |||||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Cash and cash equivalents |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
1,745 |
$ |
|
332,589 |
Restricted cash |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2,508 | |||||||
Accounts receivable, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
157,670 | |||||||
Inventories, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
393,948 | |||||||
Prepaid expenses and other current assets |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
34,481 | |||||||
Properties held for sale |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
758 | |||||||
Total current assets |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,745 |
|
921,954 | |||||||
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Property: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Property owned, net |
|
476 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,030,851 | |||||||
Property leased under capital leases, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
59,557 | |||||||
Property, net |
|
476 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,090,408 | |||||||
Goodwill |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
110,412 | |||||||
Intangible assets, net |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
120,163 | |||||||
Other assets |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
143,933 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total assets |
$ |
|
476 |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
1,745 |
$ |
|
2,386,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Debtor-in-possession credit agreement |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
350,000 |
Current portion of obligations under capital leases |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,927 | |||||||
Current portion of real estate liabilities |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
567 | |||||||
Accounts payable |
|
- |
|
- |
|
- |
|
- |
|
- |
|
49 |
|
113,598 | |||||||
Book overdrafts |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
28,815 | |||||||
Accrued salaries, wages and benefits |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
104,226 | |||||||
Accrued taxes |
|
- |
|
- |
|
(3) |
|
- |
|
(2) |
|
- |
|
33,613 | |||||||
Other accrued liabilities |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(94,102) |
|
88,623 | |||||||
Total current liabilities |
|
- |
|
- |
|
(3) |
|
- |
|
(2) |
|
(94,053) |
|
724,369 | |||||||
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Long-term obligations under capital leases |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
37,229 | |||||||
Long-term real estate liabilities |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
124,103 | |||||||
Deferred real estate income |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
13,726 | |||||||
Other non-current liabilities |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2,659 |
|
100,433 | |||||||
Intercompany, net |
|
(1,209) |
|
(673,883) |
|
232 |
|
(1,821) |
|
782 |
|
(2,963) |
|
- | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total liabilities not subject to compromise |
|
(1,209) |
|
(673,883) |
|
229 |
|
(1,821) |
|
780 |
|
(94,357) |
|
999,860 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Liabilities subject to compromise |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2,543,161 | |||||||
Total liabilities |
|
(1,209) |
|
(673,883) |
|
229 |
|
(1,821) |
|
780 |
|
(94,357) |
|
3,543,021 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Preferred stock |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
145,797 | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Stockholders equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Common stock |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
53,852 | |||||||
Additional paid-in capital |
|
454 |
|
329,010 |
|
- |
|
- |
|
- |
|
36,037 |
|
509,127 | |||||||
Accumulated other comprehensive loss |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(76,425) | |||||||
Retained earnings (accumulated deficit) |
|
1,231 |
|
344,873 |
|
(229) |
|
1,821 |
|
(780) |
|
45,367 |
|
(1,788,502) | |||||||
Accumulated translation adjustment |
|
- |
|
- |
|
- |
|
- |
|
- |
|
14,698 |
|
- | |||||||
Total stockholders equity (deficit) |
|
1,685 |
|
673,883 |
|
(229) |
|
1,821 |
|
(780) |
|
96,102 |
|
(1,301,948) | |||||||
Total liabilities and stockholders equity (deficit) |
$ |
|
476 |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
- |
$ |
|
1,745 |
$ |
|
2,386,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Case No. 10-24549 (RDD) Jointly Administered