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<SEC-DOCUMENT>0000043300-06-000025.txt : 20060509
<SEC-HEADER>0000043300-06-000025.hdr.sgml : 20060509
<ACCEPTANCE-DATETIME>20060509105003
ACCESSION NUMBER: 0000043300-06-000025
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 11
CONFORMED PERIOD OF REPORT: 20060225
FILED AS OF DATE: 20060509
DATE AS OF CHANGE: 20060509
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: GREAT ATLANTIC & PACIFIC TEA CO INC
CENTRAL INDEX KEY: 0000043300
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411]
IRS NUMBER: 131890974
STATE OF INCORPORATION: MD
FISCAL YEAR END: 0225
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04141
FILM NUMBER: 06819152
BUSINESS ADDRESS:
STREET 1: 2 PARAGON DR
CITY: MONTVALE
STATE: NJ
ZIP: 07645
BUSINESS PHONE: 2015739700
MAIL ADDRESS:
STREET 1: 2 PARAGON DRIVE
CITY: MONTVALE
STATE: NJ
ZIP: 07645
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>f10kfy2005.txt
<DESCRIPTION>FORM 10K FOR FISCAL YEAR ENDED FEBRUARY 25, 2006
<TEXT>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 25, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____________ to____________
Commission file number 1-4141
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
----------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 13-1890974
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Paragon Drive
Montvale, New Jersey 07645
(Address of principal executive offices)
Registrant's telephone number, including area code: 201-573-9700
---------------------------------
Securities registered pursuant to Section 12 (b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
<S> <C>
Common Stock - $1 par value New York Stock Exchange
7.75% Notes, due April 15, 2007 New York Stock Exchange
9.125% Senior Notes, due December 15, 2011 New York Stock Exchange
9.375% Notes, due August 1, 2039 New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12 (g) of the Act: None
---------------------------------
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined by Rule 405 of the Securities Act. Yes [X] No [ ]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 of Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
<TABLE>
<S> <C> <C> <C>
Large accelerated filer X Accelerated filer Non-accelerated filer
--------- ---------- ---------
</TABLE>
Indicate by check mark whether the registrant is a shell company (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of the close of business on September 9, 2005, the
registrant's most recently completed second fiscal quarter, was $1,122,677,684.
The number of shares of common stock outstanding as of the close of
business on May 4, 2006 was 41,283,759.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part I, Items 1 and 3, and Part II, Items
5, 6, 7, 7A, 8, 9A and 15 are incorporated by reference from the Registrant's
Fiscal 2005 Annual Report to Stockholders. The information required by Part III,
Items 10, 11, 12, 13, and 14 are incorporated by reference from the Registrant's
Proxy Statement.
1
<PAGE>
PART I
ITEM 1 - BUSINESS
GENERAL
The Great Atlantic & Pacific Tea Company, Inc. ("A&P", "we", "our",
"us" or "our Company") is engaged in the retail food business. We operated 405
stores averaging approximately 40,700 square feet per store as of February 25,
2006.
Operating under the trade names A&P(R), Super Fresh(R),
Sav-A-Center(R), Farmer Jack(R), Waldbaum's(TM), Super Foodmart, Food Basics(R),
and The Food Emporium(R), we sell groceries, meats, fresh produce and other
items commonly offered in supermarkets. In addition, many stores have bakery,
delicatessen, pharmacy, floral, fresh fish and cheese departments and on-site
banking. National, regional and local brands are sold as well as private label
merchandise. In support of our retail operations, we sell other private label
products in our stores under other brand names of our Company which include
without limitation, America's Choice(R), Master Choice(R), Health Pride(R), and
Savings Plus.
Building upon a broad base of A&P supermarkets, our Company has
historically expanded and diversified within the retail food business through
the acquisition of other supermarket chains and the development of several
alternative store types. We now operate our stores with merchandise, pricing and
identities tailored to appeal to different segments of the market, including
buyers seeking gourmet and ethnic foods, a wide variety of premium quality
private label goods and health and beauty aids along with the array of
traditional grocery products.
The Company's Securities and Exchange Commission ("SEC") filings are
promptly posted to its website at www.aptea.com after they are filed with the
SEC and can be accessed free of charge through a link on the "Investors" page.
MODERNIZATION OF FACILITIES
During fiscal 2005, we expended approximately $191 million for capital
projects, which included 3 new supermarkets and 41 major remodels or
enlargements. Our Company has planned capital expenditures of approximately $175
to $200 million in fiscal 2006. These expenditures relate primarily to opening 2
to 5 new supermarkets, converting 5 to 10 stores to new formats, and enlarging
or remodeling 40 - 60 supermarkets. In addition, we plan to continue with at
least similar levels of capital expenditures in fiscal 2007 and several years
thereafter.
SOURCES OF SUPPLY
Our Company currently acquires a significant amount of our saleable
inventory from one supplier, C&S Wholesale Grocers, Inc. Although there are a
limited number of distributors that can supply our stores, we believe that other
suppliers could provide similar product on comparable terms.
2
<PAGE>
EMPLOYEES
As of February 25, 2006, we had approximately 38,000 employees, of
which 66% were employed on a part-time basis. Approximately 87% of our employees
are covered by union contracts.
COMPETITION
The supermarket business is highly competitive throughout the marketing
areas served by our Company and is generally characterized by low profit margins
on sales with earnings primarily dependent upon rapid inventory turnover,
effective cost controls and the ability to achieve high sales volume. We compete
for sales and store locations with a number of national and regional chains, as
well as with many independent and cooperative stores and markets.
SEGMENT INFORMATION
The segment information required is contained under the caption "Note
15 - Operating Segments" in the Fiscal 2005 Annual Report to Stockholders and is
herein incorporated by reference.
FOREIGN OPERATIONS
The information required is contained under the captions "Management's
Discussion and Analysis", "Note 1 - Summary of Significant Accounting Policies",
"Note 2 - Divestiture of our Businesses in Canada and the Midwestern United
States", "Note 6 - Valuation of Goodwill and Long-Lived Assets", "Note 8 - Asset
Disposition Initiatives", "Note 9 - Indebtedness', "Note 12 - Income Taxes",
"Note 13 - Retirement Plans and Benefits", "Note 15 - Operating Segments", "Note
16 - Related Party Transactions", and "Note 17 - Hedge of Net Investment in
Foreign Operations" in the Fiscal 2005 Annual Report to Stockholders and is
herein incorporated by reference.
ITEM 1A - RISK FACTORS
Set forth below is a summary of the material risks to an investment in
our securities.
o Actions of competitors could adversely affect our sales and future profits.
The grocery retailing industry continues to experience fierce competition
from other food retailers, super-centers, mass merchandisers, warehouse
clubs, drug stores, dollar stores and restaurants. Our continued success is
dependent upon our ability to effectively compete in this industry and to
reduce operating expenses, including managing health care and pension costs
contained in our collective bargaining agreements. The competitive
practices and pricing in the food industry generally and particularly in
our principal markets may cause us to reduce our prices in order to gain or
maintain share of sales, thus reducing margins.
o Changes in the general business and economic conditions in our operating
regions, including the rate of inflation, population growth, the rising
prices of oil and gas, the nature and extent of continued consolidation in
the food industry and employment and job growth in the markets in which we
operate, may affect our ability to hire and train qualified employees to
operate our stores. This would negatively affect earnings and sales growth.
General economic changes may also affect the shopping habits and buying
patterns of our customers, which could affect sales and earnings. We have
assumed economic and competitive situations will not worsen in fiscal 2006
and 2007. However, we cannot fully foresee the effects of changes in
economic conditions, inflation, population growth, the rising prices of oil
and gas, customer shopping habits and the consolidation of the food
industry on our business.
3
<PAGE>
o Our capital expenditures could differ from our estimate if we are
unsuccessful in acquiring suitable sites for new stores, or if development
and remodel costs vary from those budgeted.
o Our ability to achieve our profit goals will be affected by (i.) our
success in executing category management and purchasing programs that we
have underway, which are designed to improve our gross margins and reduce
product costs while making our product selection more attractive to
consumers, (ii.) our ability to achieve productivity improvements and
shrink reduction in our stores, (iii.) our success in generating
efficiencies in our supporting activities, and (iv.) our ability to
eliminate or maintain a minimum level of supply and/or quality control
problems with our vendors.
o The vast majority of our employees are members of labor unions. While we
believe that our relationships with union leaderships and our employees are
satisfactory, we operate under collective bargaining agreements which
periodically must be renegotiated. In the coming year, we have several
contracts expiring and under negotiation. In each of these negotiations
rising health care and pension costs will be an important issue, as will
the nature and structure of work rules. We are hopeful, but cannot be
certain, that we can reach satisfactory agreements without work stoppages
in these markets. However, the actual terms of the renegotiated collective
bargaining agreements, our future relationships with our employees and/or a
prolonged work stoppage affecting a substantial number of stores could have
a material effect on our results.
o The amount of contributions made to our pension and multi-employer plans
will be affected by the performance of investments made by the plans and
the extent to which trustees of the plans reduce the costs of future
service benefits.
o Our Company currently acquires a significant amount of our saleable
inventory from one supplier, C&S Wholesale Grocers, Inc. Although there are
a limited number of distributors that can supply our stores, we believe
that other suppliers could provide similar product on comparable terms.
However, a change in suppliers could cause a delay in distribution and a
possible loss of sales, which would affect operating results adversely.
o We have estimated our exposure to claims, administrative proceedings and
litigation and believe we have made adequate provisions for them, where
appropriate. Unexpected outcomes in both the costs and effects of these
matters could result in an adverse effect on our earnings.
Other factors and assumptions not identified above could also cause actual
results to differ materially from those set forth in the forward-looking
information. Accordingly, actual events and results may vary significantly from
those included in or contemplated or implied by forward-looking statements made
by us or our representatives.
ITEM 1B - UNRESOLVED STAFF COMMENTS
None.
4
<PAGE>
ITEM 2 - PROPERTIES
At February 25, 2006, we owned 37 properties consisting of the
following:
Stores, Not Including Stores in Owned Shopping Centers
Land and building owned 10
Building owned and land leased 16
----
Total stores 26
Shopping Centers
Land and building owned 1
Building owned and land leased 1
----
Total shopping centers 2
Warehouses
Land and building owned 1
Administrative and Other Properties
Land and building owned 3
Building owned and land leased 1
Undeveloped land 4
----
Total other properties 8
----
Total Properties 37
====
At February 25, 2006, we operated 405 retail stores. These stores are
geographically located as follows:
COMPANY STORES:
New England States:
Connecticut 26
----
Total 26
Middle Atlantic States:
District of Columbia 1
Delaware 9
Maryland 30
New Jersey 93
New York 131
Pennsylvania 25
----
Total 289
Midwestern States:
Michigan 67
----
Total 67
Southern States:
Louisiana 21
Mississippi 2
----
Total 23
----
Total Stores 405
====
5
<PAGE>
The total area of all of our operated retail stores is 16.5 million
square feet averaging approximately 40,700 square feet per store. Excluding
liquor and The Food Emporium(R) stores, which are generally smaller in size, the
average store size is approximately 44,200 square feet. The 3 new stores opened
in fiscal 2005 consisted of 3 supermarkets and range in size from 33,600 to
50,900 square feet, with an average size of approximately 44,000 square feet.
The stores built over the past several years and those planned for fiscal 2006
and thereafter, generally range in size from 40,000 to 60,000 square feet. The
selling area of new stores is approximately 75% of the total square footage.
As of the end of fiscal 2005, we operated 2 warehouses to service our
store network located in Michigan. Our store network is also serviced by C&S
Wholesale Grocers, Inc.
ITEM 3 - LEGAL PROCEEDINGS
The information required is contained under the caption "Note 18 -
Commitments and Contingencies" in the Fiscal 2005 Annual Report to Stockholders
and is herein incorporated by reference.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the fourth quarter of fiscal 2005.
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The information required is contained under the captions "Summary of
Quarterly Results", "Five Year Summary of Selected Financial Data", and
"Stockholder Information" in the Fiscal 2005 Annual Report to Stockholders and
is herein incorporated by reference.
Although our Company declared and paid a special one-time dividend to
our shareholders of record on April 17, 2006 equal to $7.25 per share in April
2006, which is subsequent to our fiscal year end of February 25, 2006, our
Company's policy is to not pay dividends. As such, we have not made dividend
payments in the previous three years and do not intend to pay dividends in the
normal course of business in fiscal 2006. However, our Company is permitted,
under the terms of our Revolver, to pay cash dividends on common shares.
6
<PAGE>
Securities authorized for issuance under equity compensation plans are
summarized below:
<TABLE>
<CAPTION>
As of February 25, 2006
---------------------------------------------------------
Weighted Average
Number of Exercise Price Number of
Securities of Outstanding Securities
to be Issued Options and Available to
Upon Exercises Rights Grant
----------------- ------------------ ------------------
<S> <C> <C> <C>
Plan Category
- -------------
1994 Stock Option Plan for officers and key employees 424,585 $ 19.96 - *
1998 Long Term Incentive and Share Award Plan 1,082,666 18.98 4,662,611**
1994 Stock Option Plan for Board of Directors 27,134 18.53 65,567
----------------- --------------- ------------------
TOTAL OPTIONS OUTSTANDING AS OF FEBRUARY 25, 2006 1,534,385 $ 19.24 4,728,178
================= =============== ==================
</TABLE>
* On March 17, 2004, the plan expired.
** At our Annual Meeting of Stockholders on July 14, 2005, the Board of
Directors voted to increase the number of shares that may be issued
under the 1998 Long Term Incentive and Share Award Plan by 3,000,000
shares.
ITEM 6 - SELECTED FINANCIAL DATA
The information required is contained under the caption "Five Year
Summary of Selected Financial Data" in the Fiscal 2005 Annual Report to
Stockholders and is herein incorporated by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required is contained under the caption "Management's
Discussion and Analysis" in the Fiscal 2005 Annual Report to Stockholders and is
herein incorporated by reference.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required is contained in the section "Market Risk"
under the caption "Management's Discussion and Analysis" in the Fiscal 2005
Annual Report to Stockholders and is herein incorporated by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a) Financial Statements: The financial statements required to be filed
herein are described in Part IV, Item 15 of this report. Except for
the sections included herein by reference, our Fiscal 2005 Annual
Report to Stockholders is not deemed to be filed as part of this
report.
(b) Supplementary Data: The information required is contained under the
caption "Summary of Quarterly Results" in the Fiscal 2005 Annual
Report to Stockholders and is herein incorporated by reference.
7
<PAGE>
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure during the fiscal year ended February 25,
2006.
ITEM 9A - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established and maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our
Company's Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to our Company's management,
including our President and Chief Executive Officer and Senior Vice President,
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
We carried out an evaluation, under the supervision and with the
participation of our Company's management, including our Company's President and
Chief Executive Officer along with our Company's Senior Vice President, Chief
Financial Officer, of the effectiveness of the design and operation of our
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15(b). Based upon the foregoing, as of February 25, 2006, our Company's
President and Chief Executive Officer along with our Company's Senior Vice
President, Chief Financial Officer, concluded that our Company's disclosure
controls and procedures were effective as of February 25, 2006.
The Company's management does not expect that its disclosure controls
and procedures or its internal control over financial reporting will prevent all
errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and breakdowns
can occur because of simple errors or mistakes. Additionally, controls can be
circumvented by the individual acts of some person or by collusion of two or
more people. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected. Accordingly, the Company's disclosure controls and procedures
are designed to provide reasonable, not absolute, assurance that the objectives
of our disclosure control system are met and, as set forth above, the Company's
management has concluded, based on their evaluation as of the end of the period,
that our disclosure controls and procedures were sufficiently effective to
provide reasonable assurance that the objectives of our disclosure control
system were met.
8
<PAGE>
Incorporation by reference of Management's Annual Report on Internal Control
over Financial Reporting
Management of The Great Atlantic and Pacific Tea Company, Inc. has
prepared an annual report on internal control over financial reporting.
Management's report, together with the attestation report of the independent
registered public accounting firm, is included in our Company's Fiscal 2005
Annual Report to Stockholders and is herein incorporated by reference in this
Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
Other than discussed below, there has been no change during our
Company's fiscal quarter ended February 25, 2006 in our Company's internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our Company's internal control over financial
reporting.
In the fourth quarter of fiscal 2005, our Company completed the sale of
our U.S. distribution operations and the majority of our warehouse facilities
and related assets to C&S Wholesale Grocers, Inc. In connection with the sale of
these operations, our Company no longer maintains internal controls over
financial reporting relating to these warehouse physical inventories and related
reconciliations. We have evaluated and identified our key controls associated
with the revised process and these key controls have been implemented and
tested.
ITEM 9B - OTHER INFORMATION
None
9
<PAGE>
PART III
ITEMS 10 AND 11 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND
EXECUTIVE COMPENSATION
The executive officers of our Company are as follows:
Name Age Current Position
- ---- --- ----------------
Christian W.E. Haub 41 Executive Chairman
Eric Claus 49 President and Chief Executive Officer
John E. Metzger 51 Executive Vice President
Brenda M. Galgano 37 Senior Vice President and Chief Financial Officer
Jennifer MacLeod 45 Senior Vice President, Marketing and Communications
Allan Richards 42 Senior Vice President, Human Resources, Labor
Relations, Legal Services & Secretary
Stephen Slade 55 Senior Vice President, Merchandising
Paul Wiseman 45 Senior Vice President, Store Operations
William Moss 58 Vice President and Treasurer
Melissa Sungela 40 Vice President and Corporate Controller
The executive officers of our Company are chosen annually and serve
under the direction of the Chief Executive Officer ("CEO") with the consent of
the Board of Directors.
Mr. Haub was appointed Executive Chairman in August 2005. He was
elected a director in December 1991, and is Chair of the Executive Committee.
Mr. Haub previously served as Chairman of the Board and Chief Executive Officer;
and as Chief Operating Officer of our Company from December 1993, becoming
Co-Chief Executive Officer in April 1997, sole CEO in May 1998 and Chairman of
the Board in May 2001. Mr. Haub also served as President of the Company from
December 1993 through February 2002, and from November 2002 through November
2004. Mr. Haub, son of Helga Haub, is a partner and Co-Chief Executive Officer
of Tengelmann Warenhandelsgesellschaft KG, a partnership organized under the
laws of the Federal Republic of Germany ("Tengelmann"). Mr. Haub is on the Board
of Directors of Metro, Inc., the Food Marketing Institute and on the Board of
Trustees of St. Joseph's University in Philadelphia, Pennsylvania.
Mr. Claus was appointed President & Chief Executive Officer in August
2005. Mr. Claus previously served as President & Chief Executive Officer,
Canadian Company from November 2002 to August 2005. Prior to joining our
Company, Mr. Claus served as Chief Executive Officer of Co-Op Atlantic, between
February 1997 and November 2002.
Mr. Metzger was appointed Executive Vice President in September 2005.
Mr. Metzger previously served as Senior Vice President, Chief Information
Officer from February 2002 to September 2005, with the exception of
mid-September, 2004 through mid-November, 2004, when he served as the Company's
Executive Vice President, Fresh Stores. Prior to that, he was Senior Vice
President and Business Process Initiative Business Leader from May 2001 to
February 2002, and Vice President, Supply & Logistics from October 1999 to May
2001. Prior to joining our Company, Mr. Metzger was Senior Vice President of CS
Integrated LLC from January 1998 to October 1999 and before that, Vice
President, Distribution & Procurement for General Mills Restaurants, Inc. from
October 1993 to November 1997. Mr. Metzger is a director of the Institute for
Standards & Collaboration Commerce, Inc.
10
<PAGE>
Ms. Galgano, CPA, was appointed Senior Vice President and Chief
Financial Officer in November 2005. Ms. Galgano served as Senior Vice President
and Corporate Controller, from November 2004 to November 2005; Vice President,
Corporate Controller from February 2002 to November 2004, Assistant Corporate
Controller of our Company from July 2000 to February 2002 and Director of
Corporate Accounting from October 1999 to July 2000. Prior to joining our
Company, Ms. Galgano was with PricewaterhouseCoopers as Senior Manager,
Assurance and Business Advisory Services.
Ms. MacLeod was appointed Senior Vice President, Marketing and
Communications in November 2005. Prior to joining our Company, Ms. MacLeod
served as Vice President of Marketing and Public Relations from 1998 to November
2005 for Co-op Atlantic, an operator based in New Brunswick, Canada.
Mr. Richards was appointed Senior Vice President, Human Resources,
Labor Relations & Legal Services in September 2005 and in October 2005 was
additionally appointed the Company's Secretary. Prior to that Mr. Richards
served as Senior Vice President, Labor Relations & Human Resources from July
2004 to September 2005 and as Senior Vice President, Labor Relations from March
2004 to July 2004. Prior to joining our Company Mr. Richards served as a
consultant with MGS Consulting, Inc. from July 2003 to July 2004; and prior to
that as Director of Labor Relations and Employment Law for Fleming Companies,
Inc. from June 2000 to July 2003.
Mr. Slade was appointed Senior Vice President, Merchandising in
September 2005. Prior to that Mr. Slade served as Executive Vice President,
Operations from November 2004 to September 2005; and as Banner President from
February 2004 to November 2005. Prior to joining our Company, Mr. Slade served
from 1999 to 2004 as a Managing Director of K-Mart, a nationwide retailer.
Mr. Wiseman was appointed Senior Vice President, Store Operations in
September 2005. Prior to that Mr. Wiseman was Senior Vice President, Discount
Operations, A&P Canada from 2004 to September 2005 and prior to that served as
District Manager/Vice President Retail Operations from 1999 to 2004 for Co-op
Atlantic, an operator based in New Brunswick, Canada.
Mr. Moss was appointed Vice President and Treasurer in February 2002.
Prior to that Mr. Moss was Vice President, Treasury Services and Risk Management
from 1992 to February 2002.
Ms. Sungela, CPA, was appointed Vice President and Corporate Controller
in November 2005. Ms. Sungela served as Vice President and Assistant Corporate
Controller from June 2004 to November 2005. Prior to joining our Company, Ms.
Sungela was North American Controller for Amersham Biosciences, a part of GE
Healthcare, from April 2002 to June 2004. Previously, she served as Director of
Accounting Policy for Honeywell, from June 1998 to January 2002.
The information required regarding our directors, executive
compensation and our beneficial ownership reporting compliance is contained
under the captions "Election of Directors", "Executive Compensation" and
"Section 16(a) Beneficial Ownership Reporting Compliance", respectively, in the
Proxy Statement for our 2006 Annual Meeting of Stockholders, to be filed on or
about May 24, 2006 ("Proxy Statement"), and is herein incorporated by reference.
11
<PAGE>
Audit Committee Financial Expert
The Board has determined that each member of the Audit Committee is
independent in accordance with the NYSE listing rules, the Company's Standards
of Independence and Rule 10A-3 of the Exchange Act. In addition, the Board has
determined that each member of the Audit Committee qualifies as an "audit
committee financial expert," as defined by the SEC.
Code of Business Conduct and Ethics
Our Company has adopted a Code of Business Conduct and Ethics
applicable to all employees. This Code is applicable to Senior Financial
Executives including the chief executive officer, chief financial officer and
chief accounting officer of our Company. A&P's Code of Business Conduct and
Ethics is available on the Company's Web site at www.aptea.com under "Corporate
Governance." Our Company intends to post on its web site any amendments to, or
waivers from, its Code of Business Conduct and Ethics applicable to Senior
Financial Executives.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP OF MORE THAN 5% OF THE COMPANY'S COMMON STOCK
The information required is contained in our Proxy Statement under the
heading "Security Ownership of Certain Beneficial Owners and Management", and is
herein incorporated by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required is contained in our Proxy Statement under the
heading "Certain Relationships and Transactions", and is herein incorporated by
reference.
ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required is contained in our Proxy Statement under the
heading "Independent Registered Public Accounting Firm", and is herein
incorporated by reference.
12
<PAGE>
PART IV
ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) DOCUMENTS FILED AS PART OF THIS REPORT.
1) Financial Statements: The financial statements required by Item 8 are
included in the Fiscal 2005 Annual Report to Stockholders. The
following required items are herein incorporated by reference:
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity and
Comprehensive (Loss) Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
2) Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts and Reserves
All other schedules are omitted because they are not required or do
not apply, or the required information is included elsewhere in the
Consolidated Financial Statements or Notes thereto.
3) Exhibits:
The following are filed as Exhibits to this Report:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
2.1 Stock Purchase Agreement, dated as of July 19, 2005, by and among the Company, A&P
Luxembourg S.a.r.l., Metro Inc. and 4296711 Canada Inc. (incorporated herein by
reference to Exhibit 2.1 to Form 8-K filed on July 22, 2005)
3.1 Articles of Incorporation of The Great Atlantic & Pacific Tea Company, Inc., as
amended through July 1987 (incorporated herein by reference to Exhibit 3(a) to
Form 10-K filed on May 27, 1988)
3.2 By-Laws of The Great Atlantic & Pacific Tea Company, Inc., as amended and restated
through October 6, 2005 (incorporated herein by reference to Exhibit 3.1 to Form
8-K filed on October 11, 2005)
4.1 Indenture, dated as of January 1, 1991 between the Company and JPMorgan Chase Bank
(formerly The Chase Manhattan Bank as successor by merger to Manufacturers Hanover
Trust Company), as trustee (the "Indenture") (incorporated herein by reference to
Exhibit 4.1 to Form 8-K)
</TABLE>
13
<PAGE>
<TABLE>
<S> <C>
4.2 First Supplemental Indenture, dated as of December 4, 2001, to the Indenture,
dated as of January 1, 1991 between our Company and JPMorgan Chase Bank, relating
to the 7.70% Senior Notes due 2004 (incorporated herein by reference to Exhibit
4.1 to Form 8-K filed on December 4, 2001)
4.3 Second Supplemental Indenture, dated as of December 20, 2001, to the Indenture
between our Company and JPMorgan Chase Bank, relating to the 9 1/8% Senior Notes
due 2011 (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on
December 20, 2001)
4.4 Successor Bond Trustee (incorporated herein by reference to Exhibit 4.4 to Form
10-K filed on May 9, 2003)
4.5 Third Supplemental Indenture, dated as of August 23, 2005, to the Indenture
between the Company and Wilmington Trust Company (as successor to JPMorgan Chase
Bank) (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on August
23, 2005)
4.6 Fourth Supplemental Indenture, dated as of August 23, 2005, to the Indenture
between the Company and Wilmington Trust Company (as successor to JPMorgan Chase
Bank). (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on
August 23, 2005)
4.7 Credit Agreement dated as of November 15, 2005 between the Company and Bank of
America, N.A. as Administrative Agent and Collateral Agent, JPMorgan Chase Bank,
N.A. as Syndication Agent, Wachovia Bank, National Association as Documentation
Agent and Banc of America Securities LLC as Lead Arranger (incorporated herein by
reference to Exhibit 4.1 to Form 8-K filed on November 18, 2005 and Item 8.01 to
Form 8-K filed April 10, 2006)
10.1* Executive Employment Agreement, made and entered into as of the 15th day of
August, 2005, by and between the Company and Mr. Eric Claus (incorporated herein
by reference to Exhibit 10.1 to Form 8-K filed on September 9, 2005) and a technical
amendment as filed herein
10.2 Employment Agreement, made and entered into as of the 1st day of November, 2000,
by and between the Company and William P. Costantini (incorporated herein by
reference to Exhibit 10 to Form 10-Q filed on January 16, 2001) ("Costantini
Agreement")
10.3 Amendment to Costantini Agreement dated April 30, 2002 (incorporated herein by
reference to Exhibit 10.7 to Form 10-K filed on July 5, 2002)
10.4 Confidential Separation and Release Agreement by and between William P. Costantini
and The Great Atlantic & Pacific Tea Company, Inc. dated November 4, 2004
(incorporated herein by reference to Exhibit 10.4 to Form 10-Q filed on January 7,
2005)
</TABLE>
14
<PAGE>
<TABLE>
<S> <C>
10.5 Employment Agreement, made and entered into as of the 16th day of June, 2003, by
and between our Company and Brenda Galgano (incorporated herein by reference to
Exhibit 10.9 to Form 10-Q filed on October 17, 2003)
10.6 Employment Agreement, made and entered into as of the 24th day of February, 2002,
by and between our Company and Mitchell P. Goldstein (incorporated herein by
reference to Exhibit 10.8 to Form 10-K filed on July 5, 2002)
10.7 Letter Agreement dated September 6, 2005, between Mitchell P. Goldstein and our
Company (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on
September 9, 2005)
10.8 Employment Agreement, made and entered into as of the 2nd day of October, 2002, by
and between our Company and Peter Jueptner (incorporated herein by reference to
Exhibit 10.26 to Form 10-Q filed on October 22, 2002) ("Jueptner Agreement")
10.9 Amendment to Jueptner Agreement dated November 10, 2004 (incorporated herein by
reference to Exhibit 10.8 to Form 10-K filed on May 10, 2005)
10.10 Offer Letter dated the 18th day of September 2002, by and between our Company and
Peter Jueptner (incorporated herein by reference to Exhibit 10.10 to Form 10-Q
filed on January 10, 2003)
10.11 Employment Agreement, made and entered into as of the 14th day of May, 2001, by
and between our Company and John E. Metzger, as amended February 14, 2002
(incorporated herein by reference to Exhibit 10.13 to Form 10-K filed on July 5,
2002) ("Metzger Agreement")
10.12 Amendment to John E. Metzger Agreement dated October 25, 2004 (incorporated
herein by reference to Exhibit 10.12 to Form 10-K filed on May 10, 2005)
10.13* Employment Agreement, made and entered into as of the 25th day of January, 2006,
by and between our Company and Jennifer MacLeod, as filed herein
10.14 Employment Agreement, made and entered into as of the 1st day of March 2005, by
and between our Company and William J. Moss (incorporated herein by reference to
Exhibit 10.13 to Form 10-K filed on May 10, 2005)
10.15 Employment Agreement, made and entered into as of the 28th day of October, 2002,
by and between our Company and Brian Piwek, and Offer Letter dated the 23rd day of
October, 2002 (incorporated herein by reference to Exhibit 10.14 to Form 10-Q
filed on January 10, 2003) ("Piwek Agreement")
</TABLE>
15
<PAGE>
<TABLE>
<S> <C>
10.16 Amendment to Brian Piwek Agreement dated February 4, 2005 (incorporated herein by
reference to Exhibit 10.15 to Form 10-K filed on May 10, 2005)
10.17 Employment Agreement, made and entered into as of the 4th of January 2006, by and
between our Company and Melissa E. Sungela, (incorporated herein by reference to
Exhibit 10.17 to Form 10-Q filed on January 6, 2006)
10.18 Employment Agreement, made and entered into as of the 12th of September 2005, by
and between our Company and Paul Wiseman (incorporated herein by reference to
Exhibit 10.17 to Form 10-Q filed on October 18, 2005)
10.19 Employment Agreement, made and entered into as of the 2nd of December 2004, by and
between our Company and Allan Richards (incorporated herein by reference to
Exhibit 10.18 to Form 10-Q filed on October 18, 2005)
10.20 Employment Agreement, made and entered into as of the 2nd of December 2004, by and
between our Company and Stephen Slade (incorporated herein by reference to Exhibit
10.19 to Form 10-Q filed on October 18, 2005)
10.21 Supplemental Executive Retirement Plan effective as of September 1, 1997
(incorporated herein by reference to Exhibit 10.B to Form 10-K filed on May 27,
1998)
10.22 Supplemental Retirement and Benefit Restoration Plan effective as of January 1,
2001 (incorporated herein by reference to Exhibit 10(j) to Form 10-K filed on May
23, 2001)
10.23 1994 Stock Option Plan (incorporated herein by reference to Exhibit 10(e) to Form
10-K filed on May 24, 1995)
10.24 1998 Long Term Incentive and Share Award Plan (incorporated herein by reference to
Exhibit 10(k) to Form 10-K filed on May 19, 1999 and to Appendix B to the Proxy
Statement dated May 27, 2005)
10.25 Form of Stock Option Grant (incorporated herein by reference to Exhibit 10.20 to
Form 10-K filed on May 10, 2005)
10.26 Description of 2005 Turnaround Incentive Compensation Program (incorporated herein
by reference to Exhibit 10.21 to Form 10-K filed on May 10, 2005)
10.27 Form of Restricted Share Unit Award Agreement (incorporated herein by reference to
Exhibit 10.22 to Form 10-K filed on May 10, 2005)
</TABLE>
16
<PAGE>
<TABLE>
<S> <C>
10.28 1994 Stock Option Plan for Non-Employee Directors (incorporated herein by
reference to Exhibit 10(f) to Form 10-K filed on May 24, 1995)
10.29 2004 Non-Employee Director Compensation effective as of July 14, 2004
(incorporated herein by reference to Exhibit 10.15 to Form 10-Q filed on July 29,
2004)
10.30* Description of Management Incentive Plan (incorporated herein by reference to
Exhibit 10.26 to Form 10-K filed on May 10, 2005) and as filed herein
10.31 Asset Purchase Agreement, dated as of June 27, 2005, by and between the Company,
Ocean Logistics LLC and C&S Wholesale Grocers, Inc. (incorporated herein by
reference to Exhibit 10.38 to Form 10-Q filed on October 18, 2005)
10.32 Supply Agreement, dated as of June 27, 2005, by and between the Company and C&S
Wholesale Grocers, Inc. (incorporated herein by reference to Exhibit 10.39 to Form
10-Q filed on October 18, 2005)
10.33 Information Technology Transition Services Agreement by and between The Great
Atlantic and Pacific Tea Company, Limited ("A&P Canada") and Metro, Inc. entered
into on August 15, 2005 (incorporated herein by reference to Exhibit 10.40 to Form
10-Q filed on October 18, 2005)
10.34 Investor Agreement by and between A&P Luxembourg S.a.r.l., a wholly owned
subsidiary of the Company, and Metro, Inc. entered into on August 15, 2005
(incorporated herein by reference to Exhibit 10.41 to Form 10-Q filed on October
18, 2005)
10.35 Letter of Credit Agreement, dated as of October 14, 2005 between the Company and
Bank of America, N.A., as Issuing Bank, (incorporated herein by reference to
Exhibit 10.42 to Form 10-Q filed on October 18, 2005)
13* Fiscal 2005 Annual Report to Stockholders
14* Code of Business Conduct and Ethics
16 Letter on Change in Certifying Accountant (incorporated herein by reference to
Forms 8-K filed on September 18, 2002 and September 24, 2002, and Form 8-K/A filed
on September 24, 2002)
18 Preferability Letter Issued by PricewaterhouseCoopers LLP (incorporated herein by
reference to Exhibit 18 to Form 10-Q filed on July 29, 2004)
21* Subsidiaries of Registrant
23* Consent of Independent Registered Public Accounting Firm
</TABLE>
17
<PAGE>
<TABLE>
<S> <C>
31.1* Certification of the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2* Certification of the Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
</TABLE>
* Filed with this 10-K
18
<PAGE>
Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule
To the Stockholders and Board of Directors
of The Great Atlantic & Pacific Tea Company, Inc.:
Our audits of the consolidated financial statements, of management's
assessment of the effectiveness of internal control over financial reporting
and of the effectiveness of internal control over financial reporting referred
to in our report dated May 9, 2006 appearing in the Fiscal 2005 Annual Report
to Stockholders of The Great Atlantic & Pacific Tea Company, Inc. (which
report, consolidated financial statements and assessment are incorporated by
reference in this Annual Report on Form 10-K) also included an audit of the
financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
PricewaterhouseCoopers LLP
New York, New York
May 9, 2006
19
<PAGE>
SCHEDULE II
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED FEBRUARY 28, 2004, FEBRUARY 26, 2005, AND FEBRUARY 25, 2006
(IN THOUSANDS)
<TABLE>
<CAPTION>
Additions Additions
Allowance for Impact of Charged to Charged to
Bad Debts for Beginning Adoption of Costs & Other Foreign Ending
Year Ended Balance FIN 46-R Expenses Accounts Deductions (1) Adjustments (2) Exchange Balance
- -------------- ------------- ------------- ------------- ------------- -------------- --------------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Feb. 28, 2004 9,799 (4,200) 5,225 - (4,554) - 46 6,316
Feb. 26, 2005 6,316 - (1,745) - 1,072 - 70 5,713
Feb. 25, 2006 5,713 - 3,913 - (159) (2,461) 36 7,042
</TABLE>
<TABLE>
<CAPTION>
Additions Additions
Stock Loss Impact of Charged to Charged to
Reserve for Beginning Adoption of Costs & Other Foreign Ending
Year Ended Balance FIN 46-R Expenses Accounts Deductions Adjustments (2) Exchange Balance
- -------------- ------------- ------------- ------------- ------------- ------------ --------------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Feb. 28, 2004 8,081 - (1,147) - (251) - 109 6,792
Feb. 26, 2005 6,792 - 3,016 - - - 81 9,889
Feb. 25, 2006 9,889 - 5,437 - - (1,441) 48 13,933
</TABLE>
<TABLE>
<CAPTION>
Deferred Tax Additions Additions
Valuation Impact of Charged to Charged to
Allowance for Beginning Adoption of Costs & Other Foreign Ending
Year Ended Balance FIN 46-R Expenses Accounts Deductions (3) Exchange Balance
- -------------- ------------- ------------- ------------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Feb. 28, 2004 161,495 - 67,682 - - - 229,177
Feb. 26, 2005 229,177 - 89,632 - - - 318,809
Feb. 25, 2006 318,809 - 18,652 - (260,441) - 77,020
</TABLE>
(1) Deductions to Allowance for Bad Debts represent write-offs of accounts
receivable balances.
(2) As discussed in Note 2 of our Consolidated Financial Statements for the
year ended February 25, 2006, we sold our Canadian operations on August 13,
2005 and as a result, the Canadian balances are no longer consolidated in
our Consolidated Balance Sheet at February 25, 2006.
(3) Deductions to the Deferred Tax Valuation Allowance represent utilization of
net operating loss carryforwards as a result of the sale of our Canadian
operations.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
The Great Atlantic & Pacific Tea Company, Inc.
(registrant)
Date: May 9, 2006 By: /s/ Brenda M. Galgano
------------------------------------------------
Brenda M. Galgano, Senior Vice President,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and as of the date indicated.
/s/ Christian W.E. Haub Executive Chairman
- ------------------------------------
Christian W.E. Haub
/s/ John D. Barline Director
- ------------------------------------
John D. Barline
/s/ Jens-Jurgen Bockel Director
- ------------------------------------
Jens-Jurgen Bockel
/s/ Bobbie A. Gaunt Director
- ------------------------------------
Bobbie Gaunt
/s/ Helga Haub Director
- ------------------------------------
Helga Haub
/s/ Dan P. Kourkoumelis Director
- ------------------------------------
Dan P. Kourkoumelis
/s/ Edward Lewis Director
- ------------------------------------
Edward Lewis
/s/ Richard L. Nolan Director
- ------------------------------------
Richard L. Nolan
/s/ Maureen B. Tart-Bezer Director
- ------------------------------------
Maureen B. Tart-Bezer
The above-named persons signed this report on behalf of the registrant on May 9,
2006.
/s/ Melissa E. Sungela Vice President, Corporate Controller
- ------------------------------------
Melissa E. Sungela May 9, 2006
21
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>ex31claus.txt
<DESCRIPTION>EXHIBIT 31.1 ERIC CLAUS CERTIFICATION
<TEXT>
<PAGE>
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
SECTION 302 CERTIFICATION
I, Eric Claus, certify that:
1. I have reviewed this annual report on Form 10-K of The Great Atlantic &
Pacific Tea Company, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this annual report our conclusion about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this annual report based on such evaluation; and
d) disclosed in this annual report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
/s/ Eric Claus Date: May 9, 2006
- --------------
Eric Claus
President and
Chief Executive Officer
22
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>ex31galgano.txt
<DESCRIPTION>EXHIBIT 31.2 BRENDA GALGANO CERTIFICATION
<TEXT>
<PAGE>
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
SECTION 302 CERTIFICATION
I, Brenda M. Galgano, certify that:
1. I have reviewed this annual report on Form 10-K of The Great Atlantic &
Pacific Tea Company, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this annual report our conclusion about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this annual report based on such evaluation; and
d) disclosed in this annual report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
/s/ Brenda M. Galgano Date: May 9, 2006
- ---------------------
Brenda M. Galgano
Senior Vice President,
Chief Financial Officer
23
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>ex32.txt
<DESCRIPTION>EXHIBIT 32 CERTIFICATION
<TEXT>
<PAGE>
Exhibit 32
CERTIFICATION ACCOMPANYING PERIODIC REPORT
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SS. 1350)
The undersigned, Eric Claus, President and Chief Executive Officer of The Great
Atlantic & Pacific Tea Company, Inc. ("Company"), and Brenda M. Galgano, Senior
Vice President, Chief Financial Officer of the Company, each hereby certifies
that (1) the Annual Report of the Company on Form 10-K for the period ended
February 25, 2006 fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and (2) the information contained in the
Report fairly presents, in all material respects, the financial condition and
the results of operations of the Company.
Dated: May 9, 2006 /s/ Eric Claus
--------------
Eric Claus
President
and
Chief Executive Officer
Dated: May 9, 2006 /s/ Brenda M. Galgano
---------------------
Brenda M. Galgano
Senior Vice President,
Chief Financial Officer
24
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>5
<FILENAME>ex13annualreport.txt
<DESCRIPTION>ANNUAL REPORT TO STOCKHOLDERS FOR FISCAL 2005
<TEXT>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
FISCAL 2005
ANNUAL REPORT TO STOCKHOLDERS
<PAGE>
TABLE OF CONTENTS
Executive Chairman Letter to Stockholders................................... 3
President and Chief Executive Officer Letter to Stockholders................ 5
Management's Discussion and Analysis........................................ 8
Consolidated Statements of Operations....................................... 52
Consolidated Statements of Stockholders' Equity
and Comprehensive (Loss) Income...................................... 53
Consolidated Balance Sheets................................................. 54
Consolidated Statements of Cash Flows....................................... 55
Notes to Consolidated Financial Statements.................................. 56
Management's Annual Report on Internal Control over Financial Reporting..... 122
Report of Independent Registered Public Accounting Firm..................... 123
Five Year Summary of Selected Financial Data................................ 125
Executive Officers.......................................................... 127
Board of Directors.......................................................... 127
Stockholder Information..................................................... 128
COMPANY PROFILE
- ---------------
The Great Atlantic & Pacific Tea Company, Inc. ("We," "Our," "Us" or "our
Company"), based in Montvale, New Jersey, operates conventional supermarkets,
combination food and drug stores, and limited assortment food stores in 9 U.S.
states and the District of Columbia under the A&P(R), Waldbaum's(TM), The Food
Emporium(R), Super Foodmart, Super Fresh(R), Farmer Jack(R), Sav-A-Center(R) and
Food Basics(R) trade names.
2
<PAGE>
EXECUTIVE CHAIRMAN LETTER TO STOCKHOLDERS
- -----------------------------------------
To Our Stockholders:
Fiscal 2005 was a year of momentous and positive change for A&P, as we
took decisive actions to strengthen our financial position, reduce operating
costs, and launch dynamic retail strategies to restore profitability and
stimulate growth.
o Through the successful divestiture of our Canadian operations completed in
August to Metro, Inc., we realized the substantial value of that business,
built over the past decade. In addition to the cash proceeds that
transformed our balance sheet, we gained a significant investment position
in the new combined entity, giving A&P a meaningful stake in one of the
most profitable and growth-oriented retail enterprises in North America.
o We moved to upgrade the quality and lower the cost of logistical support of
our U.S. store network, by extending our business relationship with C&S
Wholesale Grocers, Inc. to encompass virtually all distribution activity
and large scale volume purchasing of goods.
o We reviewed our organization and administration, producing substantial
reductions that aligned our cost structure to the revenue base of the new
A&P, following the Canadian sale and the strategic closure of
underperforming U.S. stores during the year.
The sale of A&P Canada also fostered a positive change in our
leadership structure. Effective August 15, 2005, I became Executive Chairman of
the Board, fully assuming long-range strategic leadership of the Company; and
former A&P Canada CEO Eric Claus became President and Chief Executive Officer,
with full responsibility for the day to day operation of A&P.
Operating through his new Executive Management Team, Eric completed the
administrative reductions initiated earlier in the year; centralized direction
of the business at the headquarters level, and took immediate steps to upgrade
operations and merchandising, and improve our every-day pricing and promotional
appeal.
The combined impact of these cost reduction, reorganization and
operating measures turned the tide of our results during the second half of
Fiscal 2005, as we posted our best identical stores sales increases in many
quarters, and a corresponding improvement in profit from store operations.
In December 2005, our Board of Directors endorsed a comprehensive
strategic operating plan submitted by the new Executive Management Team.
That plan combines dynamic retail strategies with strict cost
management, to return A&P to sustainable profitability by Fiscal 2007, steadily
grow our consumer franchise and market share, and position the business to take
advantage of suitable growth opportunities going forward. Specific elements of
the strategic plan, our ongoing results and future goals for the Company will be
addressed by Eric Claus in the accompanying letter that follows.
3
<PAGE>
Early in Fiscal 2006, our Board of Directors approved the payment of a
special dividend in the amount of $300 million which was distributed to all our
stockholders in April. This sharing of proceeds from the Canadian divestiture
with investors reflected both our appreciation of their ongoing support, and
growing confidence in our turnaround and growth prospects.
By virtue of our decisive actions in the past year, our new leadership
and our exciting retail strategies, it is my belief that we are better
positioned than ever to embrace the developing sea changes in both the nature
and structure of our industry, and convert them to profitable opportunities for
A&P in North America.
Finally, I want to pay special tribute to our Sav-A-Center management
team and associates in New Orleans. As the result of their commitment and
fortitude in the wake of Hurricane Katrina's terrible devastation last fall, we
now have 23 stores open and serving grateful customers who remained in their
hard-hit communities, and those returning to them. I cannot overstate our
admiration for this intrepid team, whose amazing accomplishment has truly
inspired us all.
In closing, my thanks to all of our key stakeholders - our customers,
employees, suppliers and stockholders - for their ongoing support through
challenging times of change, as we work to realize both our immediate objectives
and the long-range success of the New A&P. I also want to express my thanks to
our Board of Directors for their diligent participation and strong support
throughout the planning and execution of our strategic restructuring.
Sincerely,
CHRISTIAN HAUB,
Executive Chairman
4
<PAGE>
PRESIDENT AND CHIEF EXECUTIVE OFFICER LETTER TO STOCKHOLDERS
- ------------------------------------------------------------
To Our Stockholders:
This is my first year-end address as Chief Executive Officer of A&P,
and I'm honored to be entrusted with leadership at such an exciting time for our
Company.
Many difficult decisions and much hard work created the opportunity we
have at A&P today, and my thanks go to Christian Haub and our Board of Directors
for their courageous and determined actions, and for their vote of confidence in
our new Executive Management Team.
I commend our new team and all of our associates, who despite
significant organizational changes following our midyear transition, remained
focused on the business and revitalized our key operating results in the second
half. This was a tall order for our people, and they responded admirably.
In those months, we rapidly enforced fundamental operating, purchasing
and merchandising disciplines, and curtailed activities and attached costs that
had no direct bearing on the retail business.
THE ROAD AHEAD
- --------------
Our Strategic Plan is designed to significantly improve our results to
meet stockholders' expectations through Fiscal 2007. We are focused on growth
and expansion - rooted in three overarching objectives - build sales profitably,
reduce costs, and by Fiscal 2008, improve at least 75% of our store base to
prototype standards in three retail formats: Fresh, Discount and Gourmet.
BUILD SALES PROFITABLY
o Our new senior management team understands and is committed to its
accountability for top and bottom line results.
o We are negotiating more vigorously with product vendors, both directly and
through C&S Wholesale Grocers, to significantly lower our cost of goods
across the board. Our goal is to increase sales and direct product
profitability, by serving as the most efficient purchasing agent for our
customers. The lower cost of goods will also support more aggressive
pricing and sharper ad specials on popular items without suppressing
margins - to build profitable sales.
o We will support those efforts on the Operations side by stressing the
fundamental best practices - clean, well organized stores, courteous and
professional associates, and store managers visible to employees and
customers on the sales floor.
o Comprehensive training will be delivered to the majority of our store
associates in Fiscal 2006, as we roll out our "Make It Personal" customer
service program across the Company.
5
<PAGE>
REDUCE COSTS
o We lowered overheads by approximately $50 million in Fiscal 2005 through
the reduction of administrative and certain operating positions and other
expenses.
o In addition to the vigorous actions we are taking with vendors to continue
to lower our costs on behalf of our customers, we will likewise continue in
fiscal year 2006 to be dedicated to lowering our store operating, general
and administrative overheads.
BRING STORE BASE TO STANDARD
o Our Board of Directors has approved a three-year capital development plan
providing the funds necessary to develop our Fresh, Discount and Gourmet
store formats in appropriate locations.
o Our innovative FRESH STORE prototype - which sets our new standards for
natural, organic, prepared and specialty foods along with everyday grocery,
general merchandise and pharmacy offerings - combines the best elements of
our former profitable Canadian format with those of our initial U.S.
examples. It was launched in March in Midland Park, N.J. to a very positive
customer and media response, and has maintained a consistent double-digit
year-over-year sales increase. We will convert a significant number of
stores to this format from Fiscal 2006 through Fiscal 2008.
o We have totally revamped the look, product assortment and merchandising of
our DISCOUNT FOOD BASICS format. We are convinced of the ability of this
attractive, well-maintained, rewarding-to-shop discount supermarket to
succeed in many U.S. markets as our original Food Basics operation did in
Canada. We recently opened our totally new Food Basics prototype in
Glassboro, N.J., and the shopper response and sales performance have borne
out our confidence in the concept. As with our Fresh concept, we will
convert the appropriate number of stores to this prototype Discount format
from Fiscal 2006 through Fiscal 2008.
o Later this year, we will begin elevating our FOOD EMPORIUM business to
world class levels in New York City by taking our menu, services and store
design to an entirely new level. Our vision is to distinguish this
venerable gourmet brand as the premier destination for fine foods.
o At this writing, we are in the process of unveiling an aggressive,
value-oriented marketing initiative for our FARMER JACK operations in
Michigan, underlining our renewed commitment to that marketplace. Recalling
prior tradition and success as Detroit's Home Town Grocer, our "Jack is
Back" launch will rekindle the "Farmer Jack Savings Time" aura that still
resonates with the area's quality-and-value-conscious shoppers. We have
already seen financial improvement at Farmer Jack, due in part to the cost
benefits of our amended labor agreement there. We thank our union
associates for demonstrating their commitment in that way, and are joining
with them to usher in a great new era for customers and workers alike.
The fresh thinking now transforming our business also includes exciting
marketing developments that we are applying across A&P formats and store
banners.
6
<PAGE>
In New York City, its outer boroughs and on Long Island, customers of
THE FOOD EMPORIUM, and more recently our WALDBAUM'S stores, are now enjoying the
added convenience of ONLINE SHOPPING. This is a popular and growing element of
our customer service offer that we intend to expand across operations over time.
These, and the additional improvements and innovations to come, are
aimed at recreating the unshakeable bond with consumers that John and George
Hartford forged so many decades ago, along the way to building in A&P the
greatest retail enterprise of their era. Our go-to-market strategies, and the
backstage efforts supporting them, are aligned behind that traditional yet
ever-timely principle.
Despite the many challenges ahead of us, I am confident about what's in
store for A&P and proud to be part of it. Our assets include a strong balance
sheet, improving results, irreplaceable locations, talented and committed
leadership, dedicated associates, and targeted retail formats appealing to
specific and profitable customer segments.
Our plan is simple yet strategically sound. It has been communicated
throughout the Company, as has our determination to see it through. Our ultimate
vision is to restore The Great A&P to its rightful position as a leader - where
"FRESH THINKING SINCE 1859" not only defines an illustrious past, but ensures a
promising future.
With the essential ingredients for success in place, it's all up to us,
and I look forward to working with my team, and all of our associates, in
achieving it.
Sincerely,
ERIC CLAUS
President and Chief Executive Officer
7
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
INTRODUCTION
- ------------
The following Management's Discussion and Analysis is intended to help
the reader understand the financial position, operating results, and cash flows
of The Great Atlantic and Pacific Tea Company, Inc. It should be read in
conjunction with our financial statements and the accompanying notes ("Notes").
It discusses matters that Management considers relevant to understanding the
business environment, financial position, results of operations and our
Company's liquidity and capital resources. These items are presented as follows:
o Basis of Presentation - a discussion of our Company's fiscal year-end.
o Overview -- a general description of our business; the value drivers of
our business; measurements; opportunities; challenges and risks; and
initiatives.
o 2006 Outlook -- a discussion of certain trends or business initiatives
for the upcoming year that Management wishes to share with the reader
to assist in understanding the business.
o Review of Continuing Operations and Liquidity and Capital Resources - a
discussion of results for fiscal 2005 and 2004, significant business
initiatives, current and expected future liquidity and the impact of
various market risks on our Company.
o Market Risk - a discussion of the impact of market changes on our
consolidated financial statements.
o Critical Accounting Estimates - a discussion of significant estimates
made by Management.
o Impact of New Accounting Pronouncements - a discussion of authoritative
pronouncements that have been or will be adopted by our Company.
BASIS OF PRESENTATION
- ---------------------
Our fiscal year ends on the last Saturday in February. Fiscal 2005
ended February 25, 2006, fiscal 2004 ended February 26, 2005, and fiscal 2003
ended February 28, 2004. Fiscal 2005 and fiscal 2004 were each comprised of 52
weeks, and fiscal 2003 was comprised of 53 weeks. Except where noted, all
amounts are presented in millions, and all net income (loss) per share data
presented is both basic and diluted.
8
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
OVERVIEW
- --------
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., based in Montvale, New
Jersey, operates conventional supermarkets, combination food and drug stores and
discount food stores in 9 U.S. states and the District of Columbia. Our
Company's business consists strictly of our retail operations, which totaled 405
stores as of February 25, 2006.
Commencing in the second half of fiscal 2005, our UNITED STATES retail
operations are now organized in three regions: North Region, operating A&P
supermarkets in New York and Northern New Jersey, The Food Emporium in
Westchester County, N.Y, A&P/Super Foodmart stores in Connecticut, and all Food
Basics discount stores; Central Region, operating all Waldbaum's supermarkets,
The Food Emporium in Manhattan, and the Farmer Jack supermarkets in Michigan;
and South Region, operating Super Fresh supermarkets in Baltimore and
Philadelphia, A&P supermarkets in Central New Jersey and Sav-A-Center
supermarkets in the greater New Orleans market.
Focused operating and merchandising improvements combined with the
continued reduction of operating costs resulted in further progress for A&P.
Alongside these systemic improvements that remain under way, our
Company launched outstanding examples of our future fresh stores to enthusiastic
customer responses in New Jersey and Baltimore as well as in New Orleans, where
we, at the end of March 2006, have 23 stores fully operative and thriving as
they serve that recovering marketplace.
Perhaps most notable as an indicator of our retail future was the
unveiling in February of our new-generation fresh store, in Midland Park, New
Jersey. Combining the best Fresh product and service elements previously
introduced in the U.S. with those applied so successfully in our former Canadian
operations, this formula has produced spectacular sales gains at that location,
while generating considerable word-of-mouth and media attention in the market.
The success of our newest Fresh remodels validates the prototype
Midland Park design as the general baseline for our future Fresh store rollout,
which combined with our gourmet and discount strategies, will result in a
comprehensive and profitable three-tier marketing thrust to be rolled out over
the next three years. We are on track with an aggressive capital development
program that is consistent with our three-year strategic plan.
Across the business, we continued driving intensive improvements - in
merchandising, we upgraded, re-priced and fine-tuned product assortments to
combine customer appeal with greater efficiency; while in operations, we
continued to standardize best practices and improve our service levels.
We are making significant progress in improving our price and value
image with consumers, through more aggressive and strategic weekly ad features;
and the steady improvement of pricing levels, through our Temporary Price
Reduction ("TPR") program.
The careful balance of operating and merchandising improvements,
expense control measures and retail pricing adjustments is monitored closely by
senior management, to ensure both steadily improving results, and a more
appealing and satisfying shopping experience for customers.
9
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
We are aggressively reducing our cost of goods through auctioning,
strategic purchasing changes with our vendors and volume buying with our supply
and logistics provider, C&S Wholesale Grocers.
On the administrative side, the personnel reduction and reorganization
initiative begun earlier in the year was essentially completed in the fourth
quarter, as we further consolidated management and administration, and completed
the conversion of our field operations from the previous banner orientation to a
more centralized framework.
This action dovetailed with the consolidation of our headquarters
management and support personnel in Montvale, New Jersey. In addition to the
significant cost savings generated, our business will now realize the clear
benefit of a cohesive team under one roof.
2006 OUTLOOK
- ------------
The ongoing improvement of our results, via the key actions described
in our strategic plan, remains management's principal focus and objective for
the first half of Fiscal 2006 and beyond.
The resolution of previous organizational and logistical issues has
positioned the company to sustain sales and earnings improvement, with full
emphasis on executing our marketing and retail development plans, augmented by
ongoing cost control disciplines throughout the company.
Key elements are as follows:
o Move forward with the conversion of appropriate locations to the Fresh
format prototype successfully launched in Midland Park, New Jersey in the
fourth quarter;
o Launch the first example of our upgraded discount Food Basics concept;
o Complete development of our new generation Gourmet concept, for
introduction later in the year under our Food Emporium Gourmet banner in
New York City;
o Successfully complete the introduction of our new merchandising strategy
for Farmer Jack in Michigan, reiterating our commitment to the market, and
a new freshness and value proposition for area food shoppers.
o Continue to improve our every-day grocery pricing and value image, through
more efficient buying and distribution practices, promotional programs, and
the expansion of our TPR program.
Supporting those development efforts is ongoing adherence to cost
control, and further reduction wherever possible without compromising the growth
and quality of our business. We will continue to seek additional means of
improving labor productivity in cooperation with our people and their labor
unions, and by seeking all reasonable opportunities to lower administrative,
advertising, occupancy and other operating expenses.
10
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
In summary, we are encouraged by the progress we have generated over
the past two quarters. More importantly, we are confident that the strategies we
are executing provide ample potential for continued and hopefully accelerated
improvement.
We fully believe that our improving operations, merchandising and store
development will enable us to continue elevating our competitive profile and
operating performance in Fiscal 2006 and beyond.
Various factors could cause us to fail to achieve these goals. These
include, among others, the following:
o Actions of competitors could adversely affect our sales and future profits.
The grocery retailing industry continues to experience fierce competition
from other food retailers, super-centers, mass merchandisers, warehouse
clubs, drug stores, dollar stores and restaurants. Our continued success is
dependent upon our ability to effectively compete in this industry and to
reduce operating expenses, including managing health care and pension costs
contained in our collective bargaining agreements. The competitive
practices and pricing in the food industry generally and particularly in
our principal markets may cause us to reduce our prices in order to gain or
maintain share of sales, thus reducing margins.
o Changes in the general business and economic conditions in our operating
regions, including the rate of inflation, population growth, the rising
prices of oil and gas, the nature and extent of continued consolidation in
the food industry and employment and job growth in the markets in which we
operate, may affect our ability to hire and train qualified employees to
operate our stores. This would negatively affect earnings and sales growth.
General economic changes may also affect the shopping habits and buying
patterns of our customers, which could affect sales and earnings. We have
assumed economic and competitive situations will not worsen in fiscal 2006
and 2007. However, we cannot fully foresee the effects of changes in
economic conditions, inflation, population growth, the rising prices of oil
and gas, customer shopping habits and the consolidation of the food
industry on our business.
o Our capital expenditures could differ from our estimate if we are
unsuccessful in acquiring suitable sites for new stores, or if development
and remodel costs vary from those budgeted.
o Our ability to achieve our profit goals will be affected by (i.) our
success in executing category management and purchasing programs that we
have underway, which are designed to improve our gross margins and reduce
product costs while making our product selection more attractive to
consumers, (ii.) our ability to achieve productivity improvements and
shrink reduction in our stores, (iii.) our success in generating
efficiencies in our supporting activities, and (iv.) our ability to
eliminate or maintain a minimum level of supply and/or quality control
problems with our vendors.
11
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
o The vast majority of our employees are members of labor unions. While we
believe that our relationships with union leaderships and our employees are
satisfactory, we operate under collective bargaining agreements which
periodically must be renegotiated. In the coming year, we have several
contracts expiring and under negotiation. In each of these negotiations
rising health care and pension costs will be an important issue, as will
the nature and structure of work rules. We are hopeful, but cannot be
certain, that we can reach satisfactory agreements without work stoppages
in these markets. However, the actual terms of the renegotiated collective
bargaining agreements, our future relationships with our employees and/or a
prolonged work stoppage affecting a substantial number of stores could have
a material effect on our results.
o The amount of contributions made to our pension and multi-employer plans
will be affected by the performance of investments made by the plans and
the extent to which trustees of the plans reduce the costs of future
service benefits.
o Our Company currently acquires a significant amount of our saleable
inventory from one supplier, C&S Wholesale Grocers, Inc. Although there are
a limited number of distributors that can supply our stores, we believe
that other suppliers could provide similar product on comparable terms.
However, a change in suppliers could cause a delay in distribution and a
possible loss of sales, which would affect operating results adversely.
o We have estimated our exposure to claims, administrative proceedings and
litigation and believe we have made adequate provisions for them, where
appropriate. Unexpected outcomes in both the costs and effects of these
matters could result in an adverse effect on our earnings.
Other factors and assumptions not identified above could also cause actual
results to differ materially from those set forth in the forward-looking
information. Accordingly, actual events and results may vary significantly from
those included in or contemplated or implied by forward-looking statements made
by us or our representatives.
REVIEW OF CONTINUING OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------------------------------------------
Our consolidated financial information presents the results related to
our operations of discontinued businesses separate from the results of our
continuing operations. Both the discussion and analysis that follows focus on
continuing operations.
As further discussed in Note 2- Divestiture of Our Business in Canada
and Stores in the Midwest, we sold our Canadian operations to Metro, Inc. at the
close of business on August 13, 2005. Therefore, comparative information
relating to our Canadian business that follows was comprised of 24 weeks and 52
weeks during fiscal years 2005 and 2004, respectively.
12
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
FISCAL 2005 COMPARED WITH FISCAL 2004
Sales for fiscal 2005 were $8.7 billion, compared with $10.9 billion
for fiscal 2004; comparable store sales, which includes stores that have been in
operation for two full fiscal years and replacement stores, increased 0.5%. Loss
from continuing operations reversed from $184.0 million for fiscal 2004 to
income from continuing operations of $390.4 million for fiscal 2005 primarily
due to the gain on sale of our Canadian operations of $912.1 million. Net income
per share - basic and diluted for fiscal 2005 was $9.74 and $9.64, respectively,
compared to a net loss per share - basic and diluted of $4.88 for fiscal 2004.
<TABLE>
<CAPTION>
Favorable /
Fiscal 2005 Fiscal 2004 (Unfavorable) % Change
----------- ------------ ------------- --------
<S> <C> <C> <C> <C>
Sales $ 8,740.3 $ 10,854.9 $ (2,114.6) (19.5%)
Increase in comparable store sales 0.5% 0.1% NA NA
Gain on sale of Canadian operations 912.1 - 912.1 100.0
Income (loss) from continuing
operations 390.4 (184.0) 574.4 >100.0
Income (loss) from discontinued
operations 2.2 (4.1) 6.3 >100.0
Net income (loss) 392.6 (188.1) 580.7 >100.0
Net income (loss) per share - basic 9.74 (4.88) 14.62 >100.0
Net income (loss) per share - diluted 9.64 (4.88) 14.52 >100.0
</TABLE>
SALES
Sales for fiscal 2005 of $8,740.3 million decreased $2,114.6 million or
19.5% from sales of $10,854.9 million for fiscal 2004. The lower sales were due
to a decrease in U.S. sales of $301.2 million and a decrease in Canadian sales
of $1,813.4 million. The following table presents sales for each of our
reportable operating segments for fiscal 2005 and fiscal 2004:
Fiscal 2005 Fiscal 2004 Decrease % Change
----------- ----------- ---------- --------
United States $ 7,016.4 $ 7,317.6 $ (301.2) (4.1%)
Canada 1,723.9 3,537.3 (1,813.4) (51.3)
---------- ----------- ---------- -----
Total $ 8,740.3 $ 10,854.9 $ (2,114.6) (19.5%)
========== =========== ========== =====
The following details the dollar impact of several items affecting the
decrease in sales by reportable operating segment from fiscal 2004 to fiscal
2005:
<TABLE>
<CAPTION>
Impact of Impact of Foreign Comparable Impact of
New Closed Exchange Store Hurricane
Stores Stores Rate Sales Katrina Other Total
--------- --------- --------- ---------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
United States $ 25.2 $ (330.0) $ - $ 30.7 $ (36.3) $ 9.2 $ (301.2)
Canada 47.6 (65.1) 162.0 1.6 - (1,959.5) (1,813.4)
------- -------- ------ ------ ------- ---------- ----------
Total $ 72.8 $ (395.1) $162.0 $ 32.3 $ (36.3) $ (1,950.3) $ (2,114.6)
======= ======== ====== ====== ======= ========== ==========
</TABLE>
The decrease in U.S. sales was primarily attributable to the closing of
67 stores since the beginning of fiscal 2004, of which 49 were closed in fiscal
2005 primarily in the Midwest, decreasing sales by $330.0 million, and the
decrease in sales caused by the overall impact of Hurricane Katrina of $36.3
million. These decreases were partially offset by the opening or re-opening of
18 new stores since the beginning of fiscal 2004, of which 2 were opened or
re-opened in fiscal 2005, increasing sales by $25.2 million, the increase in
comparable store sales for fiscal 2005 of $30.7 million or 0.5% as compared with
fiscal 2004, and the increase in sales relating to an information technology
services agreement with Metro, Inc. of $9.2 million.
13
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
The decrease in Canadian sales was primarily attributable to the sale
of our Canadian operations that resulted in the inclusion of 24 weeks of sales
during fiscal 2005 as compared to 52 weeks during fiscal 2004, decreasing sales
by $1,959.5 million, and the closure of 14 stores since the beginning of fiscal
2004, of which 1 was closed in fiscal 2005, decreasing sales by $65.1 million.
These decreases were partially offset by the opening or re-opening of 9 stores
since the beginning of fiscal 2004, of which 1 was opened or re-opened in fiscal
2005, increasing sales by $47.6 million, the favorable effect of the Canadian
exchange rate, which increased sales by $162.0 million, and the increase in
comparable store sales for fiscal 2005 of $1.6 million or 0.1% for
Company-operated stores and franchised stores combined, as compared to fiscal
2004.
Average weekly sales per supermarket for the U.S. were approximately
$330,000 for fiscal 2005 versus $323,100 for the corresponding period of the
prior year, an increase of 2.1% primarily due to the impact of closing smaller
stores and positive comparable store sales. Average weekly sales
per supermarket for Canada were approximately $298,600 for fiscal 2005 versus
$285,900 for the corresponding period of the prior year, an increase of 4.4%.
This increase was primarily due to the increase in the Canadian exchange rate
and higher comparable store sales.
GROSS MARGIN
- ------------
The following table presents gross margin dollar results and gross
margin as a percentage of sales by reportable operating segment for fiscal 2005
as compared to fiscal 2004. Gross margin as a percentage of sales increased 65
basis points to 28.67% for fiscal 2005 from 28.02% for fiscal 2004 primarily
caused by the sale of our Canadian operations which had a lower gross margin
rate. We believe the impact on margin for changes in costs and special
reductions was not significant.
<TABLE>
<CAPTION>
Fiscal 2005 Fiscal 2004
------------------------------------ ------------------------------------
Gross Margin Rate to Sales% Gross Margin Rate to Sales%
------------ -------------- ------------ --------------
<S> <C> <C> <C> <C>
United States $ 2,084.4 29.71% $ 2,177.9 29.76%
Canada 420.7 24.40 863.2 24.40
---------- ----- ---------- ------
Total $ 2,505.1 28.67% $ 3,041.1 28.02%
========== ===== ========== ======
</TABLE>
The following table details the dollar impact of several items
affecting the gross margin dollar decrease from fiscal 2004 to fiscal 2005:
Gross Margin
Sales Volume Rate Exchange Rate Other Total
------------ ------ ------------- ------- ---------
United States $ (89.6) $ (3.9) $ - $ - $ (93.5)
Canada (58.8) 4.5 32.9 (421.1) (442.5)
-------- ------ ----- -------- -------
Total $ (148.4) $ 0.6 $32.9 $(421.1) $(536.0)
======== ====== ===== ======== =======
14
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
STORE OPERATING, GENERAL AND ADMINISTRATIVE EXPENSE
- ---------------------------------------------------
The following table presents store operating, general and
administrative expense ("SG&A") by reportable operating segment, in dollars and
as a percentage of sales for fiscal 2005 compared with fiscal 2004. SG&A expense
was $2,825.7 million or 32.33% for fiscal 2005 as compared to $3,114.1 million
or 28.69% for fiscal 2004.
Fiscal 2005 Fiscal 2004
--------------------------- ---------------------------
SG&A Rate to Sales% SG&A Rate to Sales%
---------- -------------- ---------- --------------
United States $ 2,462.2 35.09% $ 2,307.2 31.53%
Canada 363.5 21.09 806.9 22.81
---------- ----- ---------- -----
Total $ 2,825.7 32.33% $ 3,114.1 28.69%
========== ===== ========== =====
Included in SG&A in the U.S. for fiscal 2005 were certain charges as follows:
o costs relating to the closing of our owned warehouses in Edison, New Jersey
and Bronx, New York of $83.2 million (119 basis points) that will not be
sold as part of the sale of our U.S. distribution operations and some
warehouse facilities and related assets to C&S Wholesale Grocers as
discussed in Note 3 - Sale of Our U.S. Distribution Operations and
Warehouses;
o costs relating to the closure of stores in the Midwest as discussed in Note
8 - Asset Disposition Initiatives of $114.0 million (163 basis points);
o costs relating to future occupancy costs for four stores closed in
connection with Hurricane Katrina, the write-off of an asset for a
favorable lease that was recorded for one of these stores that is now
closed, our insurance deductible, and other related hurricane costs as
discussed in Note 4 - Hurricane Katrina and Impact on U.S. Business of
$19.0 million (27 basis points);
o costs relating to the impairment of unrecoverable assets of $17.7 million
(25 basis points) as discussed in Note 6 - Valuation of Long-Lived Assets;
o costs relating to an administrative reorganization during fiscal 2005 of
$17.6 million (25 basis points);
o costs relating to the consolidation of our operating offices in line with
our smaller operations in the U.S. of $14.8 million (21 basis points);
o costs relating to the cash tender offer completed during fiscal 2005 as
discussed in Note 9 - Indebtedness of $33.0 million (47 basis points);
o costs relating to the settlement of our net investment hedge as discussed
in Note 17 - Hedge of Net Investment in Foreign Operations of $15.4 million
(22 basis points); and
o costs relating to workers compensation state assessment charges as
discussed in Note 1 - Summary of Significant Accounting Policies of $9.7
million (14 basis points).
Partially offset by:
o recoveries from our VISA/Mastercard antitrust class action litigation as
discussed in Note 18 - Commitments and Contingencies of $1.5 million (2
basis points).
o net gains on real estate activity of $14.9 million (21 basis points) during
fiscal 2005.
15
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
SG&A in the U.S. for fiscal 2004 also included certain charges as follows:
o costs relating to the impairment of unrecoverable assets of $34.7 million
(47 basis points);
o costs relating to severance and other charges of $10.7 million (15 basis
points) relating to an administrative reorganization; and
o costs relating to an increase in our workers' compensation and general
liability reserves of $27.2 million (37 basis points) in response to both
adverse development of prior years' costs and other developments including
a continuing trend of rising costs.
Partially offset by:
o a reduction in the vacation accrual of $8.6 million (12 basis points) due
to a change in the vacation entitlement practice. Prior to the change in
the vacation operating policy, non-union employees were fully vested on the
first day of the calendar year. As such under SFAS No. 43, "Compensated
Absences", our Company accrued vacation as it was earned by non-union
employees (earned in the calendar year immediately preceeding the January 1
vesting date). Under the new vacation operating policy, non-union employees
vest over the year that vacation is earned, and accordingly, our Company
recorded a one-time adjustment to reduce the liability.
o net gains on real estate activity of $22.5 million (31 basis points) during
fiscal 2005.
Excluding the items listed above, SG&A within our core U.S. operations
as a percentage of sales decreased by 26 basis points during fiscal 2005 as
compared to fiscal 2004 primarily due to a reduction in administrative expenses
of $49.5 million, a reduction in advertising costs of $9.9 million, and a
reduction in depreciation expense of $9.9 million partially offset by an
increase in utilities expense of $15.9 million due to rising costs of oil and
gas.
The decrease in SG&A in Canada of $443.4 million (172 basis points) is
primarily due to the inclusion of 24 weeks of costs during fiscal 2005 as
compared to 52 weeks of costs during fiscal 2004, in addition to (i.) lower
depreciation expense of $21.6 million as the Canadian assets were sold during
fiscal 2005 as discussed in Note 2 - Divestiture of Our Business in Canada and
Stores in the Midwest, and (ii.) the absence of costs relating to the settlement
of the Canadian lawsuit of $24.9 million which were included in fiscal 2004.
16
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
During fiscal 2005 and fiscal 2004, we recorded impairment losses on
long-lived assets as follows:
<TABLE>
<CAPTION>
Fiscal 2005 Fiscal 2004
----------------------------- -----------------------------
U.S. Canada Total U.S. Canada Total
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Impairments due to closure or conversion in the
normal course of business $ 9,851 $ 506 $10,357 $ 6,000 $ 709 $ 6,709
Impairments due to unrecoverable assets 17,728 - 17,728 34,688 - 34,688
Impairments due to closure of stores impacted by
Hurricane Katrina (1) 6,090 - 6,090 - - -
Impairments related to the closure of stores in the
Midwest (2) 6,873 - 6,873 - - -
Impairments related to the sale of U.S. distribution
operations and warehouses (3) 8,590 - 8,590 - - -
Impairments related to property held as part of the 2001
Asset Disposition (2) - - - 2,659 - 2,659
Impairments related to the Farmer Jack restructuring (2) - - - 90 - 90
------- ------- ------- ------- ------- -------
Total impairments $49,132 $ 506 $49,638 $43,437 $ 709 $44,146
======= ======= ======= ======= ======= =======
</TABLE>
(1) Refer to Note 4 - Hurricane Katrina and Impact on U.S. Business
(2) Refer to Note 8 - Asset Disposition Initiatives
(3) Refer to Note 3 - Sale of our U.S. Distribution Operations and Warehouses
The effects of changes in estimates of useful lives were not material
to ongoing depreciation expense.
If current operating levels do not improve, there may be additional
future impairments on long-lived assets, including the potential for impairment
of assets that are held and used.
GAIN ON SALE OF CANADIAN OPERATIONS
- -----------------------------------
As further discussed in Note 2 - Divestiture of Our Business in Canada
and Stores in the Midwest, we sold our Canadian operations to Metro, Inc. at the
close of business on August 13, 2005. As a result of this sale, we recorded a
pretax gain of $912.1 million (gain of $805.3 million after tax) during fiscal
2005.
INTEREST EXPENSE
- ----------------
Interest expense of $92.2 million for fiscal 2005 decreased from the
prior year amount of $114.1 million due primarily to (i.) the repurchase of the
majority of our 7.75% Notes due April 15, 2007 and our 9.125% Senior Notes due
December 15, 2011 resulting in a reduction in interest expense of $15.8 million,
(ii.) a decrease in capitalized interest expense of $1.0 million due to mainly a
reduction in new store builds, and (iii.) lower interest expense of $8.8 million
relating to our Canadian operations due to the inclusion of its operating
results for 24 weeks for fiscal 2005 as compared to 52 weeks for fiscal 2004 as
a result of its sale, partially offset by higher interest expense resulting from
our on-balance sheet long-term real estate liabilities, which includes sale
leaseback of Company-owned properties entered into in the fourth quarter of
fiscal 2003, of approximately $1.4 million and sale leaseback of locations for
which we received landlord allowances of $0.5 million.
17
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
INCOME TAXES
- ------------
The provision for income taxes from continuing operations for fiscal
2005 was $128.9 million (a $110.4 million provision for our U.S. operations and
a $18.5 million provision for our Canadian operations) compared to a provision
for income taxes from continuing operations for fiscal 2004 of $0.5 million (a
$4.5 million provision for our U.S. operations and a $4.0 million benefit for
our Canadian operations). Consistent with prior year, we continue to record a
valuation allowance against our U.S. net deferred tax assets.
For fiscal 2005, our effective income tax rate of 24.8% changed from
the effective income tax rate of 0.3% for fiscal 2004 as follows:
Fiscal 2005 Fiscal 2004
--------------------------- ----------------------------
Effective Effective
Tax Provision Tax Rate Tax Provision Tax Rate
------------- --------- ------------- ---------
United States $(110,388) 21.3% $ (4,500) 2.5%
Canada (18,539) 3.5% 3,972 (2.2%)
--------- ---- --------- ---
$(128,927) 24.8% $ (528) 0.3%
========= ==== ========= ===
The change in our effective tax rate was primarily due to the tax
provisions we recorded in the U.S. in connection with (i.) our Company's
Domestic Reinvestment Plan as discussed in Note 12 - Income Taxes and (ii.) the
sale of our Canadian operations that occurred during fiscal 2005.
DISCONTINUED OPERATIONS
- -----------------------
Beginning in the fourth quarter of fiscal year 2002 and in the early
part of the first quarter of fiscal 2003, we decided to sell our operations
located in Northern New England and Wisconsin, as well as our Eight O'Clock
Coffee business. These asset sales are now complete.
Although the Canadian operations have been sold as of February 25,
2006, the criteria necessary to classify the Canadian operations as discontinued
have not been satisfied as our Company has retained significant continuing
involvement in the operations of this business upon its sale.
18
<PAGE>
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
The income from operations of discontinued businesses, net of tax, for
fiscal 2005 was $1.6 million as compared to a loss from operations of
discontinued businesses, net of tax, of $1.4 million for fiscal 2004 and is
detailed by business as follows:
<TABLE>
<CAPTION>
Fiscal 2005
---------------------------------------------------
Eight
Northern O'Clock
New England