UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended November 29, 2003
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 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)
(201) 573-9700
Registrant's telephone number, including area code
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 [ ]
As of December 1, 2003 the Registrant had a total of 38,517,218 shares of common
stock - $1 par value outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
The Great Atlantic & Pacific Tea Company, Inc.
Consolidated Statements of Operations
(Dollars in thousands, except share and per share amounts)
(Unaudited)
12 Weeks Ended 40 Weeks Ended
-------------------------------------- -------------------------------------
Nov. 29, 2003 Nov. 30, 2002 Nov. 29, 2003 Nov. 30, 2002
------------------ ------------------ ------------------ -----------------
Sales $ 2,465,295 $ 2,310,775 $ 8,112,825 $ 7,731,733
Cost of merchandise sold (1,809,234) (1,666,823) (5,918,669) (5,546,634)
------------ -------------- -------------- -------------
Gross margin 656,061 643,952 2,194,156 2,185,099
Store operating, general and
administrative expense (740,493) (655,232) (2,311,960) (2,178,772)
------------ -------------- --------------- -------------
(Loss) income from operations (84,432) (11,280) (117,804) 6,327
Interest expense (18,383) (19,816) (61,212) (66,208)
Interest income 1,384 1,231 5,296 6,295
------------ -------------- -------------- -------------
Loss from continuing operations before
income taxes (101,431) (29,865) (173,720) (53,586)
Benefit from (provision for) income taxes 28,773 (1,999) 23,625 (124,750)
------------ --------------- -------------- -------------
Loss from continuing operations (72,658) (31,864) (150,095) (178,336)
Discontinued operations (Note 2):
Income (loss) from operations of
discontinued businesses, net of tax 286 2,132 (32,923) 5,795
Gain on disposal of discontinued
operations, net of tax 47,270 - 94,506 -
------------ -------------- -------------- -------------
Income from discontinued operations 47,556 2,132 61,583 5,795
------------ -------------- -------------- -------------
Net loss $ (25,102) $ (29,732) $ (88,512) $ (172,541)
============ ============== ============== =============
Net (loss) income per share - basic and diluted:
Continuing operations $ (1.89) $ (0.83) $ (3.90) $ (4.63)
Discontinued operations 1.23 0.06 1.60 0.15
------------ -------------- ------------- -------------
Net loss per share - basic and diluted $ (0.65) $ (0.77) $ (2.30) $ (4.48)
============ ============== ============== =============
Weighted average number of
common shares outstanding 38,517,218 38,515,806 38,516,489 38,488,514
Common stock equivalents 446,307 6,337 405,797 529,313
------------- -------------- -------------- -------------
Weighted average number of common and
common equivalent shares outstanding 38,963,525 38,522,143 38,922,286 39,017,827
============= ============== ============== =============
See Notes to Quarterly Report
The Great Atlantic & Pacific Tea Company, Inc.
Consolidated Statements of Stockholders' Equity and Comprehensive Income
(Dollars in thousands, except share and per share amounts)
(Unaudited)
Accumulated
Common Stock Additional Other Total
----------------------------- Paid-in Accumulated Comprehensive Stockholders'
Shares Amount Capital Deficit (Loss)/Income Equity
-------------- ------------- ------------- ------------- ----------------- ---------------
40 Week Period Ended
November 29, 2003
-----------------
Balance at beginning of period 38,515,806 $ 38,516 $ 459,411 $ 61,387 $ (61,123) $ 498,191
Net loss (88,512) (88,512)
Other comprehensive income 46,294 46,294
Stock options exercised 1,412 1 11 12
------------ ----------- ----------- ----------- ----------- -----------
Balance at end of period 38,517,218 $ 38,517 $ 459,422 $ (27,125) $ (14,829) $ 455,985
============ =========== =========== ============ =========== ===========
Accumulated
Common Stock Additional Other Total
----------------------------- Paid-in Retained Comprehensive Stockholders'
Shares Amount Capital Earnings (Loss)/Income Equity
-------------- ------------- ------------- ------------- ----------------- ---------------
40 Week Period Ended
November 30, 2002
-----------------
Balance at beginning of period 38,367,628 $ 38,368 $ 456,753 $ 254,896 $ (77,029) $ 672,988
Net loss (172,541) (172,541)
Other comprehensive income 4,445 4,445
Stock options exercised 148,178 148 2,658 2,806
------------ ----------- ----------- ----------- ----------- -----------
Balance at end of period 38,515,806 $ 38,516 $ 459,411 $ 82,355 $ (72,584) $ 507,698
============ =========== =========== =========== =========== ===========
Comprehensive Income
--------------------
12 Weeks Ended 40 Weeks Ended
-------------------------------------- -------------------------------------
Nov. 29, 2003 Nov. 30, 2002 Nov. 29, 2003 Nov. 30, 2002
------------------ ------------------ ------------------ -----------------
Net loss $ (25,102) $ (29,732) $ (88,512) $ (172,541)
----------- ----------- ----------- -----------
Foreign currency translation adjustment 19,020 (2,101) 49,379 3,122
Reclassification adjustment for gains
included in net loss, net of tax - - - (933)
Net unrealized (loss) gain on derivatives,
net of tax (418) 2,408 (3,085) 2,256
----------- ------------ ------------ ----------
Other comprehensive income 18,602 307 46,294 4,445
----------- ------------ ------------ -----------
Total comprehensive loss $ (6,500) $ (29,425) $ (42,218) $ (168,096)
=========== =========== =========== ===========
See Notes to Quarterly Report
The Great Atlantic & Pacific Tea Company, Inc.
Consolidated Balance Sheets
(Dollars in thousands except share amounts)
November 29, February 22,
2003 2003
-------------------- --------------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 215,607 $ 199,014
Accounts receivable, net of allowance for doubtful accounts
of $12,020 and $9,799 at November 29, 2003 and
February 22, 2003, respectively 177,830 185,411
Inventories 733,524 682,734
Prepaid expenses and other current assets 8,520 32,429
------------- --------------
Total current assets 1,135,481 1,099,588
------------- --------------
Non-current assets:
Property:
Property owned 1,432,181 1,538,117
Property leased under capital leases 69,155 71,806
------------- --------------
Property - net 1,501,336 1,609,923
Other assets 141,665 175,726
------------- --------------
Total assets $ 2,778,482 $ 2,885,237
============= ==============
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 24,639 $ 25,820
Current portion of obligations under capital leases 15,947 13,787
Accounts payable 551,190 511,634
Book overdrafts 125,294 101,817
Accrued salaries, wages and benefits 172,511 180,812
Accrued taxes 76,414 53,774
Other accruals 211,186 202,968
------------- --------------
Total current liabilities 1,177,181 1,090,612
------------- --------------
Non-current liabilities:
Long-term debt 666,526 803,277
Long-term obligations under capital leases 78,573 83,485
Other non-current liabilities 400,217 409,672
------------- --------------
Total liabilities 2,322,497 2,387,046
------------- --------------
Commitments and contingencies
Stockholders' equity:
Preferred stock--no par value; authorized - 3,000,000
shares; issued - none - -
Common stock--$1 par value; authorized - 80,000,000
shares; issued and outstanding - 38,517,218 and 38,515,806
shares at November 29, 2003 and February 22, 2003, respectively 38,517 38,516
Additional paid-in capital 459,422 459,411
Accumulated other comprehensive loss (14,829) (61,123)
(Accumulated deficit) retained earnings (27,125) 61,387
-------------- --------------
Total stockholders' equity 455,985 498,191
------------- --------------
Total liabilities and stockholders' equity $ 2,778,482 $ 2,885,237
============= ==============
See Notes to Quarterly Report
The Great Atlantic & Pacific Tea Company, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
40 Weeks Ended
------------------------------------------
Nov. 29, 2003 Nov. 30, 2002
---------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (88,512) $ (172,541)
Income from discontinued operations (61,583) (5,795)
------------ ------------
Loss from continuing operations (150,095) (178,336)
------------ ------------
Adjustments to reconcile net loss from continuing operations
to net cash provided by operating activities:
Farmer Jack long lived asset / goodwill impairment charge 60,082 -
Reversal of restructuring charge (5,354) (2,862)
Depreciation and amortization 210,626 199,881
Realized gain on sale of securities - (1,717)
Deferred income tax (benefit) provision (36,866) 146,079
Gain on disposal of owned property (138) (4,806)
Other changes in assets and liabilities:
Decrease in receivables 15,448 38,776
Increase in inventories (37,294) (28,076)
(Increase) decrease in prepaid expenses and other current assets (17,524) 25,178
Decrease in other assets 10,692 18,552
Increase (decrease) in accounts payable 8,567 (43,466)
Increase (decrease) in accrued salaries, wages and benefits 5,661 (28,972)
Decrease in other accruals (14,114) (21,493)
Decrease in other non-current liabilities (56,369) (69,088)
Other operating activities, net (6,170) 5,462
------------ -----------
Net cash (used in) provided by operating activities (12,848) 55,112
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property (109,124) (182,278)
Proceeds from disposal of property 252,068 51,982
----------- -----------
Net cash provided by (used in) investing activities 142,944 (130,296)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in short-term debt - 28,000
Proceeds under revolving lines of credit - 98,253
Payments on revolving lines of credit (135,000) (48,253)
Proceeds from long-term borrowings 16 87
Payments on long-term borrowings (1,095) (37,578)
Principal payments on capital leases (10,406) (9,530)
Increase in book overdrafts 22,230 47,068
Deferred financing fees (539) (3,470)
Proceeds from exercises of stock options 12 2,806
----------- -----------
Net cash (used in) provided by financing activities (124,782) 77,383
Effect of exchange rate changes on cash and cash equivalents 11,279 391
----------- -----------
Net increase in cash and cash equivalents 16,593 2,590
Cash and cash equivalents at beginning of period 199,014 168,620
----------- -----------
Cash and cash equivalents at end of period $ 215,607 $ 171,210
=========== ===========
See Notes to Quarterly Report
The Great Atlantic & Pacific Tea Company, Inc.
Notes to Consolidated Financial Statements
1. Basis of Presentation
The accompanying consolidated financial statements of The Great Atlantic &
Pacific Tea Company, Inc. ("We," "Our," "Us" or "Our Company") for the 12 and 40
weeks ended November 29, 2003 and November 30, 2002 are unaudited and, in the
opinion of management, contain all adjustments that are of a normal and
recurring nature necessary to present fairly the financial position and results
of operations for such periods. The consolidated financial statements should be
read in conjunction with the consolidated financial statements and related notes
contained in our Fiscal 2002 Annual Report on Form 10-K. Interim results are not
necessarily indicative of results for a full year.
The consolidated financial statements include the accounts of our Company and
all majority-owned subsidiaries. Significant intercompany accounts and
transactions have been eliminated. Certain reclassifications have been made to
prior year amounts to conform to current year presentation.
2. Discontinued Operations
In February 2003, we announced the sale of a portion of our non-core assets,
including nine of our stores in northern New England and seven stores in
Madison, Wisconsin. In March 2003, we entered into an agreement to sell an
additional eight stores in northern New England.
Upon the decision to sell these stores, we applied the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144") to these properties
held for sale. SFAS 144 requires properties held for sale to be classified as a
current asset and valued on an asset-by-asset basis at the lower of carrying
amount or fair value less costs to sell. In applying those provisions, we
considered the binding sale agreements related to these properties as an
estimate of the assets' fair value. As a result of the adoption of SFAS 144,
$22.1 million in net property, plant and equipment was reclassified as held for
sale as of February 22, 2003, and included in "Prepaid expenses and other
current assets" on our Consolidated Balance Sheets. These assets were no longer
depreciated after this date.
As of April 2003, all of the asset sales described above were completed,
generating proceeds of $137.6 million and resulting in a gain of $81.4 million
($47.2 million after tax). This gain was included in "Gain on disposal of
discontinued operations, net of tax" on our Consolidated Statements of
Operations for the 40 weeks ended November 29, 2003.
Also, during the first quarter of fiscal 2003, we adopted a formal plan to exit
the Milwaukee, Wisconsin market, where our remaining 23 Kohl's stores were
located, as well as our Eight O'Clock Coffee business, through the sale and/or
disposal of these assets.
Upon the decision to exit the remaining Kohl's stores and coffee business, we
estimated the assets' fair market value using a probability weighted average
approach based upon expected proceeds and recorded impairment losses on the
property, plant and equipment of $15.2 million, which is included in "Income
(loss) from operations of discontinued businesses, net of tax" on our
Consolidated Statements of Operations for the 40 weeks ended November 29, 2003.
During the second quarter of fiscal 2003, we closed the remaining Kohl's stores
that had not been sold and recorded exit costs of $25.1 million relating to
future rent vacancy, $7.2 million in severance charges and $0.7 million in
inventory markdowns. In addition, based upon further information relating to the
disposal of these properties held for sale, we recorded additional impairment
losses of $3.7 million during the second quarter of fiscal 2003 to reduce the
carrying value of certain of these assets. Such amounts are included in "Income
(loss) from operations of discontinued businesses, net of tax" in our
Consolidated Statements of Operations for the 40 weeks ended November 29, 2003.
We participate in various multi-employer union pension plans, which are
administered jointly by management and union representatives and which sponsor
most full-time and certain part-time union employees who are not covered by our
other pension plans. The decision to close our Kohl's stores and terminate our
participation in these plans triggered our Company's liability for our unfunded
vested benefits or other expenses under these jointly administered
union/management plans. As a result, we recorded expense for these plans of
approximately $5.5 million for the 40 weeks ended November 29, 2003. In
addition, we recorded $1.0 million in expense relating to withdrawal from Kohl's
health and welfare plan during the 40 weeks ended November 29, 2003. Such
amounts are included in "Income (loss) from operations of discontinued
businesses, net of tax" in our Consolidated Statements of Operations for the 40
weeks ended November 29, 2003.
During the third quarter of fiscal 2003, we completed the sale of our Eight
O'Clock Coffee business, generating gross proceeds of $107.5 million and a gain
of $75.1 million ($43.6 million after tax). The sale of the coffee business also
included a contingent note for up to $20.0 million, the value and payment of
which is based upon certain elements of the future performance of the Eight
O'Clock Coffee business and therefore is not included in the gain.
Further, during the third quarter of fiscal 2003, we sold several of the
previously closed Kohl's stores generating proceeds of $10.4 million and a gain
of $6.4 million ($3.7 million after tax). This gain as well as the gain from the
sale of our Eight O'Clock Coffee business are included in "Gain on disposal of
discontinued operations, net of tax" on our Consolidated Statements of
Operations for the 12 and 40 weeks ended November 29, 2003.
For the remaining Kohl's stores we have been unable to sell, we recorded an
additional $1.9 million relating to future rent vacancy based upon revised
information relating to these locations. This amount is included in "Income
(loss) from operations of discontinued businesses, net of tax" in our
Consolidated Statements of Operations for the 12 and 40 weeks ended November 29,
2003. At November 29, 2003, $6.3 million of the northern New England and Kohl's
exit reserves were included in "Other accruals" and $22.0 million were included
in "Other non-current liabilities" on our Consolidated Balance Sheets.
We have accounted for all of these separate business components as discontinued
operations in accordance with SFAS 144. Amounts in the financial statements and
related notes for all periods shown have been reclassified to reflect the
discontinued operations. Summarized below are the operating results for the
discontinued New England and Kohl's supermarkets and Eight O'Clock Coffee
business, which are included in our Consolidated Statements of Operations, under
the caption "Income (loss) from operations of discontinued businesses, net of
tax".
12 Weeks Ended 40 Weeks Ended
-------------------------------------- -------------------------------------
Nov. 29, 2003 Nov. 30, 2002 Nov. 29, 2003 Nov. 30, 2002
------------------ ------------------ ------------------ -----------------
Sales $ 21,192 $ 155,700 $ 221,220 $ 542,458
Operating expenses (20,700) (152,023) (277,984) (532,466)
----------- --------- ----------- ----------
Income (loss) from operations 492 3,677 (56,764) 9,992
(Provision for) benefit from income taxes (206) (1,545) 23,841 (4,197)
----------- --------- ----------- -----------
Income (loss) from operations of
discontinued businesses $ 286 $ 2,132 $ (32,923) $ 5,795
=========== =========== ============ ===========
Depreciation and amortization $ - $ 3,115 $ 1,551 $ 10,574
=========== =========== ============ ===========
3. Valuation of Long Lived Assets and Goodwill
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 142,
"Goodwill and Other Intangible Assets" ("SFAS 142"). As disclosed previously,
goodwill will no longer be amortized but will be subject to impairment tests on
an annual basis and whenever events or circumstances occur indicating that the
goodwill may be impaired. SFAS 142 was effective for our Company on February 24,
2002. We completed our initial impairment review during the second quarter of
fiscal 2002 and concluded a transitional impairment charge from the adoption of
the standard was not required.
In accordance with the standard, we selected our fiscal fourth quarter to
conduct our annual impairment test for goodwill. However, through the third
quarter of fiscal 2003, we experienced operating losses for the past two years
for one of our Farmer Jack asset groups, which we believe is a triggering event
under SFAS 144 for potential impairment of the asset group's long lived assets.
In addition, the triggering event under SFAS 144 also triggered testing Farmer
Jack's goodwill for potential impairment under SFAS 142.
To assess Farmer Jack's goodwill for impairment under SFAS 142, we performed an
assessment of the carrying value of the reporting unit to determine if the fair
value of the reporting unit was below its carrying value. The fair value of the
Farmer Jack reporting unit was determined through internal analysis and a
valuation performed by an independent third party appraiser, primarily
using the discounted cash flow approach based on forward looking information
regarding revenues and costs of Farmer Jack. This valuation was based on a
number of estimates and assumptions, including the projected future operating
results of Farmer Jack, discount rate, and long term growth rate. As a result of
this review, we determined that the fair value of Farmer Jack was below its
carrying value and that the carrying value of the reporting unit goodwill
exceeded its implied fair value (defined as the fair value of the reporting unit
less the fair value of all assets and liabilities other than goodwill). Further,
based upon the analysis, we concluded that Farmer Jack's goodwill was entirely
impaired and we recorded an impairment charge of $27.0 million as a component of
operating income in "Store operating, general and administrative expense" in our
Consolidated Statements of Operations for the 12 and 40 weeks ended November 29,
2003.
In accordance with SFAS 144, we review the carrying value of our long-lived
assets for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of assets may not be recoverable. Such review
is based upon groups of assets and the undiscounted estimated future cash flows
from such assets to determine if the carrying value of these assets is
recoverable from their respective cash flows. If such review indicates an
impairment exists, we measure such impairment on a discounted basis.
In connection with the goodwill impairment test, we reviewed the carrying value
of all of Farmer Jack's long-lived assets for potential impairment under SFAS
144. We estimated Farmer Jack's future cash flows from its long-lived assets
based on internal analysis and valuations performed by an independent
third party appraiser. For those asset groups for which the carrying value was
not recoverable from their future cash flows, we determined the fair value of
the related assets based on the same analysis, primarily using the discounted
cash flow approach. As a result of this review, we recorded an impairment charge
for Farmer Jack's long-lived assets of $33.1 million, which is recorded as a
component of operating income in "Store operating, general and administrative
expense" in our Consolidated Statements of Operations for the 12 and 40 weeks
ended November 29, 2003.
On a quarterly basis, we also review assets in stores planned for closure or
conversion for impairment upon determination that such assets will not be used
for their intended useful life. During the 12 and 40 weeks ended November 29,
2003, we recorded additional impairment losses on property, plant and equipment
of nil and $19.4 million, respectively, compared to $3.9 million and $14.0
million recorded during the 12 and 40 weeks ended November 30, 2002,
respectively. Of these amounts, $0.5 million of the year to date fiscal 2003
amount presented and all of the fiscal 2002 amounts related to U.S. Retail
stores that were or will be closed in the normal course of business and are
included in "Store operating, general and administrative expense" in our
Consolidated Statements of Operations. The remaining impairment losses we
recorded of nil and $18.9 million during the 12 and 40 weeks ended November 29,
2003, respectively, related to stores closed as a result of our exit of the
Kohl's business and are included in our Consolidated Statements of Operations
under the caption "Income (loss) from operations of discontinued businesses, net
of tax" (see Note 2 of our Consolidated Financial Statements).
Based upon current trends, there may be additional future impairments on
long-lived assets, including the potential for impairment of assets that are
held and used. In addition, during the fourth quarter of fiscal 2003, the Board
of Directors approved a plan to close, sell or convert several of our Farmer
Jack stores, which will result in future additional impairments to be recorded
during the fourth quarter of fiscal 2003 as these assets are now held for
closure, sale or conversion. Refer to Note 12 - Subsequent Events regarding our
approved plan for Farmer Jack.
4. Income Taxes
The income tax provision recorded for the 40 weeks ended November 29, 2003 and
November 30, 2002 reflects our estimated expected annual tax rates applied to
our respective domestic and foreign financial results.
SFAS No. 109 "Accounting for Income Taxes" ("SFAS 109") requires that a
valuation allowance be created and offset against a net deferred tax asset if,
based on existing facts and circumstances, it is more likely than not that some
portion or all of the deferred tax asset will not be realized. Based upon our
continued assessment of the realization of our U.S. net deferred tax asset and
our historic cumulative losses, and in particular, the significant increase in
U.S. operating losses during the second quarter of fiscal 2002, we concluded
that it was appropriate to establish a full valuation allowance for our U.S. net
deferred tax asset in the amount of approximately $133.7 million during the 28
weeks ended September 7, 2002. During the remainder of fiscal 2002, the
valuation allowance was increased by an additional $32.9 million. For the 12 and
40 weeks ended November 29, 2003, the valuation allowance was increased by $13.5
million and $49.3 million, respectively. To the extent that our U.S. operations
generate taxable income in future periods, we will reverse the income tax
valuation allowance. In future periods, U.S. earnings or losses will not be tax
effected until such time as the certainty of future tax benefits can be
reasonably assured.
Further, in accordance with SFAS 109, income from discontinued operations can be
tax effected under certain circumstances. As a result, we taxed the income from
discontinued operations at our effective tax rate despite the fact that we have
a full valuation allowance as described above. The tax provision for
discontinued operations of $34.4 million and $44.6 million for the 12 and 40
weeks ended November 29, 2003, respectively, was completely offset by a tax
benefit from continuing operations.
We had a net current deferred tax asset which is included in "Prepaid expenses
and other current assets" on our Consolidated Balance Sheets totaling $0.9
million and a net non-current deferred tax liability which is included in "Other
non-current liabilities" on our Consolidated Balance Sheets totaling $13.5
million at November 29, 2003 relating to our Canadian operations.
5. Wholesale Franchise Business
As of November 29, 2003, the Company served 63 franchised stores. These
franchisees are required to purchase inventory exclusively from our Company,
which acts as a wholesaler to the franchisees. We had sales to these franchised
stores of $187 million and $165 million for the third quarters of fiscal 2003
and 2002, respectively, and $615 million and $547 million for the first 40 weeks
of fiscal 2003 and 2002, respectively. In addition, we sublease the stores and
lease the equipment in the stores to the franchisees. We also provide
merchandising, advertising, accounting and other consultative services to the
franchisees for which we receive a fee, which primarily represents the
reimbursement of costs incurred to provide such services.
We hold as assets inventory notes collateralized by the inventory in the stores
and equipment lease receivables collateralized by the equipment in the stores.
The current portion of the inventory notes and equipment leases, net of an
allowance for doubtful accounts, amounts to approximately $0.4 million and
$3.6 million, are included in "Accounts receivable" on our Consolidated Balance
Sheets at November 29, 2003 and February 22, 2003, respectively. The long-term
portion of the inventory notes and equipment leases amounting to approximately
$42.2 million and $41.1 million are included in "Other assets" on our
Consolidated Balance Sheets at November 29, 2003 and February 22, 2003,
respectively.
The repayment of the inventory notes and equipment leases are dependent upon
positive operating results of the stores. To the extent that the franchisees
incur operating losses, we establish an allowance for doubtful accounts. We
continually assess the sufficiency of the allowance on a store by store basis
based upon the operating results and the related collateral underlying the
amounts due from the franchisees. In the event of default by a franchisee, we
reserve the option to reacquire the inventory and equipment at the store and
operate the franchise as a corporate owned store.
Refer to Note 6 - Impact of New Accounting Pronouncements regarding our
Company's analysis of our franchisees to determine if they are variable interest
entities in accordance with FASB Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51 ("FIN 46") and the
revised version of FIN 46 ("FIN 46-R").
Refer to Note 11 - Commitments and Contingencies regarding our pending class
action lawsuit relating to our Canadian franchise business.
6. Impact of New Accounting Pronouncements
In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements 4, 44
and 64, Amendment of FASB Statement 13, and Technical Corrections". SFAS 145
rescinds the provisions of SFAS 4 that requires companies to classify certain
gains and losses from debt extinguishments as extraordinary items, eliminates
the provisions of SFAS 44 regarding transition to the Motor Carrier Act of 1980
and amends the provisions of SFAS 13 to require that certain lease modifications
be treated as sale leaseback transactions. The provisions of SFAS 145 related to
classification of debt extinguishment are effective for fiscal years beginning
after May 15, 2002. In current and future periods, we have and will classify
debt extinguishment costs within income from operations and reclassify
previously reported debt extinguishments as such. The provisions of SFAS 145
related to lease modifications are effective for transactions occurring after
May 15, 2002. The provisions of SFAS 145 related to lease modifications did not
have a material impact on our financial position or results of operations.
In January 2003 and December 2003, the FASB issued FIN 46 and FIN 46-R,
respectively. FIN 46 and FIN 46-R address the consolidation of entities whose
equity holders have either (a) not provided sufficient equity at risk to allow
the entity to finance its own activities or (b) do not possess certain
characteristics of a controlling financial interest. FIN 46 and FIN 46-R require
the consolidation of these entities, known as variable interest entities
("VIE's"), by the primary beneficiary of the entity. The primary beneficiary is
the entity, if any, that is subject to a majority of the risk of loss from the
VIE's activities, entitled to receive a majority of the VIE's residual returns,
or both. FIN 46 and FIN 46-R apply immediately to variable interests in VIE's
created or obtained after January 31, 2003. For variable interests in a VIE
created before February 1, 2003, FIN 46 and FIN 46-R apply to VIE's no later
than the end of the first reporting period ending after March 15, 2004 (the
quarter ending June 19, 2004 for our Company). The Interpretations require
certain disclosures in financial statements issued after January 31, 2003, if it
is reasonably possible that our Company will consolidate or disclose information
about variable interest entities when the Interpretation becomes effective.
As discussed further in Note 5, our Company served 63 franchised stores as of
November 29, 2003. These franchisees are required to purchase inventory
exclusively from our Company, which acts as a wholesaler to the franchisees. Our
exposure to loss as a result of our involvement with these franchisees includes
our operating income generated from our wholesale segment as detailed in Note 9
"Operating Segments" and our equipment leases and inventory notes, which totaled
$42.6 million at November 29, 2003. We are currently in the process of analyzing
the franchisee relationships in accordance with FIN 46 and FIN 46-R to determine
if any or all are VIE's. We believe it is reasonably possible that these
franchisees are VIE's, that we are the primary beneficiary, and thus, would be
required to consolidate these VIE's, as it is currently structured, upon FIN 46
and FIN 46-R becoming effective for our Company.
In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
133. The new guidance amends SFAS 133 for decisions made: (a) as part of the
Derivatives Implementation Group process that effectively required amendments to
SFAS 133, (b) in connection with other Board projects dealing with financial
instruments, and (c) regarding implementation issues raised in relation to the
application of the definition of a derivative, particularly regarding the
meaning of an "underlying" and the characteristics of a derivative that contains
financing components. The amendments set forth in SFAS 149 improve financial
reporting by requiring that contracts with comparable characteristics be
accounted for similarly. SFAS 149 is generally effective for contracts entered
into or modified after June 30, 2003 (with a few exceptions) and for hedging
relationships designated after June 30, 2003. The guidance is to be applied
prospectively. The provisions of SFAS 149 did not have a material impact on our
financial position or results of operations.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150").
SFAS 150 establishes standards for classification and measurement in the balance
sheets for certain financial instruments which possess characteristics of both a
liability and equity. Generally, it requires classification of such financial
instruments as a liability. SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003. For financial instruments in
existence prior to May 31, 2003, SFAS 150 is effective for fiscal periods
beginning after June 15, 2003 (i.e., our third quarter of fiscal 2003). The
adoption of SFAS 150 did not have a material impact on our financial statements.
7. Asset Disposition Initiative
In fiscal 1998 and 1999, we announced a plan to close two warehouse facilities
and a coffee plant in the U.S., a bakery plant in Canada and 166 stores
including the exit of the Richmond, Virginia and Atlanta, Georgia markets. In
addition, during the third quarter of fiscal 2001, we announced that certain
underperforming operations, including 39 stores (30 in the United States and 9
in Canada) and 3 warehouses would be closed and/or sold, and certain
administrative streamlining would take place.
As of November 29, 2003, we had closed all of the above stores and facilities.
The following table summarizes the activity related to the charges recorded for
the aforementioned initiatives since the beginning of fiscal 2002:
Severance and
Occupancy Benefits Fixed Assets Total
------------ ------------- -------------- ------------
Balance at
February 23, 2002 $ 143,700 $ 22,137 $ - $ 165,837
Addition (1) 7,249 3,544 - 10,793
Utilization (2) (34,003) (19,830) 776 (53,057)
Adjustments (3) (13,825) 889 (776) (13,712)
------------- ------------- --------------- ------------
Balance at
February 22, 2003 $ 103,121 $ 6,740 $ - $ 109,861
Addition (1) 4,307 - - 4,307
Utilization (2) (22,323) (3,404) - (25,727)
Adjustments (3) (5,777) 1,499 - (4,278)
------------ ------------- -------------- ------------
Balance at
November 29, 2003 $ 79,328 $ 4,835 $ - $ 84,163
============ ============= ============== ============
(1) The additions to occupancy represent the present value of accrued
interest related to lease obligations. The addition to severance during
fiscal 2002 related to retention and productivity incentives that were
accrued as earned.
(2) Occupancy utilization represents vacancy related payments for closed
locations. Severance utilization represents payments made to terminated
employees during the period.
(3) At each balance sheet date, we assess the adequacy of the balance to
determine if any adjustments are required as a result of changes in
circumstances and/or estimates. During fiscal 2003, we recorded net
adjustments of $4.3 million primarily related to reversals of
previously accrued vacancy related costs due to favorable results of
terminating and subleasing certain locations. During fiscal 2002, we
recorded net adjustments of $13.7 million primarily related to
reversals of previously accrued vacancy related costs due to the
following:
o Favorable results of assigning leases at certain locations of $7.2
million;
o The decision to continue to operate one of the stores previously
identified for closure due to changes in the competitive
environment in the market in which that store is located of $3.3
million; and
o The decision to proceed with development at a site that we had
chosen to abandon at the time of the original charge due to
changes in the competitive environment in the market in which that
site is located of $3.3 million.
As of November 29, 2003, we had paid approximately $55 million of the total
original severance and benefits charge recorded, which resulted from the
termination of approximately 4,500 employees. The remaining severance liability
primarily relates to future obligations for early withdrawal from multi-employer
union pension plans, and individual severance payments which will be paid by the
end of fiscal 2005.
At November 29, 2003, approximately $13.5 million of the liability was included
in "Other accruals" and the remaining amount was included in "Other non-current
liabilities" on our Consolidated Balance Sheets.
Included in our Consolidated Statements of Operations for the 12 and 40 weeks
ended November 29, 2003 and November 30, 2002 are the sales and operating
results of the aforementioned stores while they were open during the periods
presented. The results of these operations are as follows:
12 Weeks Ended 40 Weeks Ended
------------------------------- -------------------------------
Nov. 29, Nov. 30, Nov. 29, Nov. 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Sales $ - $ 2,491 $ 316 $ 20,794
============= ============ ============= =============
Operating loss $ - $ 70 $ (72) $ (957)
============= ============ ============= =============
Based upon current available information, we evaluated the liability balance as
of November 29, 2003 of $84 million and have concluded that it is adequate. We
will continue to monitor the status of the vacant properties and adjustments to
the reserve balance may be recorded in the future, if necessary.
8. Stock Based Compensation
We apply the intrinsic value-based method of accounting prescribed by Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB
25") with pro forma disclosure of compensation expense, net income or loss and
earnings per share as if the fair value based method prescribed by SFAS 123,
"Accounting for Stock-Based Compensation" ("SFAS 123") and SFAS 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure" ("SFAS 148") had been
applied.
Had compensation cost for our stock options been determined based on the fair
value at the grant dates for awards under those plans consistent with the fair
value methods prescribed by SFAS 123 and SFAS 148, our net loss and net loss per
share would have been increased to the pro forma amounts indicated below:
12 Weeks Ended 40 Weeks Ended
----------------------------------- -----------------------------------
Nov. 29, Nov. 30, Nov. 29, Nov. 30,
2003 2002 2003 2002
--------------- ---------------- --------------- ---------------
Net loss, as reported: $ (25,102) $ (29,732) $ (88,512) $ (172,541)
Deduct/(Add): Stock-based employee
compensation income included
in reported net income, net of
related tax effects - - - 449
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects (1,373) (2,016) (4,916) (5,994)
-------------- --------------- -------------- --------------
Pro forma net loss $ (26,475) $ (31,748) $ (93,428) $ (178,984)
============== =============== ============== ==============
Net loss per share - basic and diluted:
As reported $ (0.65) $ (0.77) $ (2.30) $ (4.48)
Pro forma $ (0.69) $ (0.82) $ (2.43) $ (4.65)
The pro forma effect on net loss and net loss per share may not be
representative of the pro forma effect in future years because it includes
compensation cost on a straight-line basis over the vesting periods of the
grants.
The fair value of the option grants was estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions:
12 Weeks Ended 40 Weeks Ended
----------------------------------- -----------------------------------
Nov. 29, Nov. 30, Nov. 29, Nov. 30,
2003 2002 2003 2002
--------------- ---------------- --------------- ---------------
Expected life 7 years 7 years 7 years 7 years
Volatility 52% 47% 50% 47%
Risk-free interest rate range 3.68%-4.00% 3.33%-3.88% 2.71%-4.01% 3.33%-5.18%
9. Operating Segments
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. Our chief operating decision maker is our Chairman of the
Board, President and Chief Executive Officer.
We currently operate in three reportable segments: United States Retail, Canada
Retail and Canada Wholesale. The retail segments are comprised of retail
supermarkets in the United States and Canada, while the wholesale segment is
comprised of our Canadian operation that serves as the exclusive wholesaler to
our franchised stores and serves as wholesaler to certain third party retailers.
The accounting policies for the segments are the same as those described in the
summary of significant accounting policies included in our Fiscal 2002 Annual
Report. We measure segment performance based upon income (loss) from operations.
Interim information on segments is as follows:
12 Weeks Ended 40 Weeks Ended
---------------------------------------- ---------------------------------------
(Dollars in thousands) November 29, November 30, November 29, November 30,
2003 2002 2003 2002
------------------ ------------------ ----------------- -----------------
Sales
U.S. Retail $ 1,709,820 $ 1,689,534 $ 5,703,163 $ 5,704,423
Canada Retail 568,236 455,971 1,794,269 1,480,789
Canada Wholesale 187,239 165,270 615,393 546,521
------------------ ------------------ ----------------- -----------------
Total Company $ 2,465,295 $ 2,310,775 $ 8,112,825 $ 7,731,733
================== ================== ================= =================
Depreciation and amortization
U.S. Retail $ 51,078 $ 49,297 $ 170,481 $ 159,253
Canada Retail 12,305 8,719 38,594 30,054
Canada Wholesale - - - -
------------------ ------------------ ----------------- -----------------
Total Company $ 63,383 $ 58,016 $ 209,075 $ 189,307
================== ================== ================= =================
(Loss) income from operations
U.S. Retail $ (96,124) $ (20,668) $ (165,731) $ (47,933)
Canada Retail 5,755 3,054 27,193 31,310
Canada Wholesale 5,937 6,334 20,734 22,950
------------------ ------------------ ----------------- -----------------
Total Company $ (84,432) $ (11,280) $ (117,804) $ 6,327
================== =================== ================== =================
(Loss) income from continuing operations before income taxes
U.S. Retail $ (112,890) $ (38,692) $ (220,428) $ (105,262)
Canada Retail 5,457 2,385 25,590 28,131
Canada Wholesale 6,002 6,442 21,118 23,545
------------------ ------------------ ----------------- -----------------
Total Company $ (101,431) $ (29,865) $ (173,720) $ (53,586)
================== ================== ================= =================
Capital expenditures
U.S. Retail $ 17,987 $ 33,802 $ 64,301 $ 142,051
Canada Retail 15,273 14,457 44,823 40,227
Canada Wholesale - - - -
------------------ ------------------ ----------------- -----------------
Total Company $ 33,260 $ 48,259 $ 109,124 $ 182,278
================== ================== ================= =================
November 29, February 22,
2003 2003
----------------- -----------------
Total assets
U.S. Retail $ 1,947,949 $ 2,216,455
Canada Retail 744,379 597,634
Canada Wholesale 86,154 71,148
----------------- -----------------
Total Company $ 2,778,482 $ 2,885,237
================= =================
10. North American Power Outage
In August 2003, a major power outage affected our Northeast, Michigan and
Canadian operations. We maintain insurance coverage which provides for
reimbursement for product loss as well as incremental costs incurred as a result
of this blackout. Therefore, our fiscal 2003 results were not materially
affected by the power outage.
11. Commitments and Contingencies
In May 1999, four present and former employees of The Food Emporium filed
suit against our Company in federal court in New York for unpaid wages and
overtime. In April 2000, the judge certified the case as a class action status
for this case covering approximately 82 stores in 9 counties in the New York
metropolitan area. Approximately 840 current and former full and part-time
employees of The Food Emporium and A&P opted into the class. In April 2003, the
Company filed a Motion to Decertify the Collective Action under the Fair Labor
Standards Act.
In April 2002, three Canadian Food Basics franchisees commenced a breach of
contract action in a Canadian court against The Great Atlantic & Pacific Company
of Canada, Limited ("A&P Canada") as representative plaintiffs for a purported
class of approximately 70 current and former Canadian Food Basics franchisees.
The lawsuit seeks unspecified damages in connection with A&P Canada's alleged
failure to distribute to the franchisees the full amount of vendor allowances
and/or rebates to which the franchisees claim they are entitled under the
operative franchise agreements. A&P Canada disputes the plaintiff-franchisees'
claim and has filed a counterclaim seeking to recover subsidies made by it to
the plaintiffs. The lawsuit was certified as a class action in December 2002.
The majority of the potential class members have opted out of this class
proceeding. A&P Canada has obtained leave to appeal the class certification
order. The appeal hearing took place on June 26, 2003 and June 27, 2003. The
appeal court has not yet rendered its decision.
On June 5, 2002, a purported securities class action Complaint was filed in the
United States District Court for the District of New Jersey against our Company
and certain of our officers and directors in an action captioned Brody v. The
Great Atlantic & Pacific Tea Co., Inc., No. 02 CV 2674 (FSH). The Brody lawsuit
and four subsequently-filed related lawsuits were consolidated into a single
lawsuit captioned In re The Great Atlantic & Pacific Tea Company, Inc.
Securities Litigation, No. 02 CV 2674 (FSH) (the "Class Action Lawsuit"). On
December 2, 2002, plaintiffs filed their Consolidated Amended Class Action
Complaint (the "Complaint"), which alleged claims under Sections 10(b) (and Rule
10b-5 promulgated thereunder) and 20(a) of the Securities Exchange Act of 1934
arising out of our Company's July 5, 2002 filing of restated financial
statements for fiscal 1999, fiscal 2000 and the first three quarters of fiscal
2001. The Complaint in the Class Action Lawsuit sought unspecified money
damages, costs and expenses. On January 17, 2003, defendants filed a motion
seeking to dismiss the Complaint. That motion was fully briefed on March 28,
2003. By Opinion & Order entered on September 18, 2003, the District Court
dismissed plaintiffs' Complaint without prejudice. On October 13, 2003, after
having declined to file a Second Amended Complaint, plaintiffs filed a Notice of
Appeal advising that they are appealing to the United States Court of Appeals
for the Third Circuit from the District Court's September 18, 2003 Opinion &
Order. Plaintiffs filed their opening appellate brief on January 5, 2004. It is
currently anticipated that the appeal will be fully briefed by February 18,
2004.
We are subject to various other legal proceedings and claims, either asserted or
unasserted, which arise in the ordinary course of business. We are also subject
to certain environmental claims. While the outcome of these claims cannot be
predicted with certainty, Management does not believe that the outcome of any of
these legal matters will have a material adverse effect on our consolidated
results of operations, financial position or cash flows.
12. Subsequent Events
In December 2003, our Board of Directors approved a plan to close, sell or
convert several of our Farmer Jack stores located in the Detroit, Michigan and
Toledo, Ohio markets. The total charge related to this restructuring is not
presently expected to exceed $75 million and is expected to be recorded during
the fourth quarter of fiscal 2003 and the first quarter of fiscal 2004. Although
we tested all of our Farmer Jack stores for impairment under SFAS 144 during the
third quarter of fiscal 2003, there may be additional future impairments for the
stores currently held for closure, sale or conversion.
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
INTRODUCTION
------------
This Management's Discussion and Analysis describes matters considered by
Management to be significant to understanding the financial position, results of
operations and liquidity of our Company, including a discussion of the results
of operations as well as liquidity and capital resources. These items are
presented as follows:
o Basis of Presentation -- a discussion of our Company's fiscal interim
reporting periods.
o Results of Continuing Operations and Liquidity and Capital
Resources -- a discussion of the following:
- Results for the 12 weeks ended November 29, 2003 compared to the 12 weeks
ended November 30, 2002;
- Results for the 40 weeks ended November 29, 2003 compared to the 40 weeks
ended November 30, 2002;
- The Company's Asset Disposition Initiative; and
- Current and expected future liquidity.
o Critical Accounting Estimates -- a discussion of significant estimates made by
Management.
BASIS OF PRESENTATION
---------------------
The accompanying consolidated financial statements of The Great Atlantic &
Pacific Tea Company, Inc. ("We," "Our," "Us" or "Our Company") for the 12 and 40
weeks ended November 29, 2003 and November 30, 2002 are unaudited and, in the
opinion of management, contain all adjustments that are of a normal and
recurring nature necessary to present fairly the financial position and results
of operations for such periods. The consolidated financial statements should be
read in conjunction with the consolidated financial statements and related notes
contained in our Fiscal 2002 Annual Report on Form 10-K. Interim results are not
necessarily indicative of results for a full year.
The consolidated financial statements include the accounts of our Company and
all majority-owned subsidiaries.
RESULTS OF CONTINUING OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES
--------------------------------------------------------------------
Our consolidated financial information presents the income related to our
operations of discontinued businesses separate from the results of our
continuing operations. The discussion and analysis that follows focus on
continuing operations.
12 WEEKS ENDED NOVEMBER 29, 2003 COMPARED TO THE 12 WEEKS ENDED NOVEMBER
30, 2002
------------------------------------------------------------------------
OVERALL
-------
Sales for the third quarter of fiscal 2003 were $2.5 billion, compared with $2.3
billion in the third quarter of fiscal 2002; comparable store sales, which
includes stores that have been in operation for two full fiscal years and
replacement stores, increased 1.2%. Net loss per share - basic and diluted for
the third quarter of fiscal 2003 was $0.65 compared to $0.77 for the third
quarter of fiscal 2002.
SALES
-----
Sales for the third quarter of fiscal 2003 of $2,465 million increased
$154 million or 6.7% from sales of $2,311 million for the third quarter of
fiscal 2002. The higher sales were due to an increase in retail sales of $132
million and an increase in wholesale sales of $22 million. The increase in
retail sales was attributable to the opening of 26 new stores since the
beginning of the third quarter of fiscal 2002, of which 14 were opened in fiscal
2003, increasing sales by $32 million, the favorable effect of the Canadian
exchange rate, which increased sales by $89 million, and the increase in
comparable store sales for the third quarter of fiscal 2003 of 1.2% (up 1.1% in
the U.S. and up 1.7% in Canada) when compared to the third quarter of fiscal
2002. These increases were partially offset by the closure of 56 stores since
the beginning of the third quarter of fiscal 2002, of which 45 were sold or
closed in fiscal 2003, which decreased sales by $19 million. The increase in
wholesale sales was attributable to the favorable effect of the Canadian
exchange rate of $29 million partially offset by lower sales volume of $7
million.
Sales in the U.S. for the third quarter of fiscal 2003 increased by $20 million
or 1.2% compared to the third quarter of fiscal 2002. Sales in Canada for the
third quarter of fiscal 2003 increased by $134 million or 21.6% from the third
quarter of fiscal 2002.
Average weekly sales per supermarket were approximately $306,100 for the third
quarter of fiscal 2003 versus $290,500 for the corresponding period of the prior
year, an increase of 5.4%. This increase was primarily due to the increase in
the Canadian exchange rate and higher comparable store sales.
GROSS MARGIN
------------
Gross margin as a percentage of sales decreased 126 basis points to 26.61% for
the third quarter of fiscal 2003 from 27.87% for the third quarter of fiscal
2002. This 126 basis point decrease was caused primarily by continued
competitive pressures to drive sales volume and protect market share in the
current market. The gross margin dollar increase of $12 million resulted from
the increases in sales volume and the favorable Canadian exchange rate partially
offset by a decrease in the gross margin rate. The U.S. operations gross margin
decrease of $15 million resulted from decreases of $21 million due to the lower
gross margin rate partially offset by $6 million due to higher sales volume. The
Canadian operations gross margin increase of $27 million resulted from increases
of $3 million due to higher sales volume and $25 million from fluctuations in
the Canadian exchange rate partially offset by a decrease of $1 million due to a
lower gross margin rate.
Included in gross margin for the third quarter of fiscal 2002 were costs related
to our asset disposition initiative of $0.3 million, which were incurred to mark
down inventory in stores announced for closure. There were no such costs
recorded in the third quarter of fiscal year 2003.
STORE OPERATING, GENERAL AND ADMINISTRATIVE EXPENSE
---------------------------------------------------
Store operating, general and administrative expense ("SG&A") was $740 million
for the third quarter of fiscal 2003 compared to $655 million for the third
quarter of fiscal 2002. As a percentage of sales, SG&A was 30.04% for the third
quarter of fiscal 2003 compared to 28.36% for the third quarter of fiscal 2002.
Included in SG&A for the third quarter of fiscal 2003 was $60.1 million relating
to our Farmer Jack goodwill and long-lived assets impairments as described in
Note 3 of our Consolidated Financial Statements. Excluding this charge, SG&A as
a percentage of sales for the third quarter of fiscal 2003 would have decreased.
The major items impacting this decrease in SG&A as a percentage of sales
include:
o Higher mix of sales in Canada which has a lower SG&A rate due to the
increase in the Canadian exchange rate;
o Lower store occupancy expense;
o Lower closed store expenses for stores closed during the normal course of
business; and
o Lower costs related to our business process initiative.
These decreases were partially offset by increased labor costs as a percentage
of sales in the U.S.
Included in SG&A for the third quarter of fiscal 2003 were net gains of $0.1
million primarily relating to our asset disposition initiative partially offset
by New England integration costs. In addition, included in SG&A for the third
quarter of fiscal 2002 were net gains of $11.4 million relating to our asset
disposition initiative as described in Note 2 of our Consolidated Financial
Statements included in our Fiscal 2002 Annual Report to Stockholders.
Also included in SG&A for fiscal 2002 were $13.9 million relating to our
business process initiative. Such costs primarily included professional
consulting fees and salaries, including related benefits, of employees working
full-time on the initiative.
We also review individual assets in stores planned for closure or conversion for
impairment upon determination that such assets will not be used for their
intended useful life. During the third quarter of fiscal 2003 and 2002, we
recorded impairment losses on property, plant and equipment of nil and $3.9
million, respectively, related to U.S. Retail stores that were or will be closed
in the normal course of business. This amount was included in SG&A in our
Consolidated Statements of Operations. Based upon current trends, there may be
additional future impairments on long lived assets, including the potential for
impairment of assets that are held and used.
INTEREST EXPENSE
----------------
Interest expense of $18 million for the third quarter of fiscal 2003 decreased
from the prior year amount of $20 million due primarily to lower interest
expense resulting from our open market repurchase of $51 million of our 7.75%
Senior Notes due April 15, 2007 and $45 million of our 9.125% Senior Notes due
December 15, 2011, during fiscal 2002.
INCOME TAXES
------------
The benefit from income taxes from continuing operations for the third quarter
of fiscal 2003 was $29 million (a $33 million benefit from our U.S. operations
and a $4 million provision for our Canadian operations) compared to $2 million
provision for income taxes for the third quarter of fiscal 2002 (a $1.5 million
benefit from our U.S. operations and a $3.5 million provision for our Canadian
operations). $34 million of our U.S. tax benefit from continuing operations was
offset by a tax provision provided on discontinued operations in accordance with
Statement of Financial Accounting Standards 109, "Accounting for Income Taxes".
INCOME FROM OPERATIONS OF DISCONTINUED BUSINESSES, NET OF TAX
-------------------------------------------------------------
Beginning in the fourth quarter of fiscal 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.
Income from operations of discontinued businesses, net of tax for the third
quarter of fiscal 2003 was $0.3 million as compared to $2.1 million for the
third quarter of fiscal 2002. During the 12 weeks ended November 29, 2003, we
recorded the following items related to discontinued operations:
o future rent vacancy charges of $1.9 million; and
o inventory markdowns of $0.5 million.
The remaining amounts for each period represent the operating results of the
stores in these locations as well as results from our Eight O'Clock Coffee
business during the third quarter of fiscal 2003.
40 WEEKS ENDED NOVEMBER 29, 2003 COMPARED TO THE 40 WEEKS ENDED
NOVEMBER 30, 2002
---------------------------------------------------------------
OVERALL
-------
Sales for the 40 weeks ended November 29, 2003 were $8.1 billion, compared with
$7.7 billion in the 40 weeks ended November 30, 2002; comparable store sales,
which includes stores that have been in operation for two full fiscal years and
replacement stores, increased 0.7%. Net loss per share - basic and diluted for
the 40 weeks ended November 29, 2003 was $2.30 compared to $4.48 for the 40
weeks ended November 30, 2002.
SALES
-----
Sales for the 40 weeks ended November 29, 2003 of $8,113 million increased $381
million or 4.9% from sales of $7,732 million for the 40 weeks ended November 30,
2002. The higher sales were due to an increase in retail sales of $312 million
and an increase in wholesale sales of $69 million. The increase in retail sales
was attributable to the opening of 45 new stores since the beginning of fiscal
2002, of which 14 were opened in fiscal 2003, increasing sales by $131 million,
the favorable effect of the Canadian exchange rate, which increased sales by
$210 million, and the increase in comparable store sales for the 40 weeks ended
November 29, 2003 of 0.7% (up 0.3% in the U.S. and up 1.8% in Canada) when
compared to the 40 weeks ended November 30, 2002. This increase was partially
offset by the closure of 87 stores since the beginning of fiscal 2002, of which
45 were sold or closed in fiscal 2003, which decreased sales by $75 million. The
increase in wholesale sales was attributable to the favorable effect of the
Canadian exchange rate of $72 million partially offset by lower sales volume of
$3 million.
Sales in the U.S. for the 40 weeks ended November 29, 2003 decreased by $1
million or 0.02% compared to the 40 weeks ended November 30, 2002. Sales in
Canada for the 40 weeks ended November 29, 2003 increased by $382 million or
18.9% from the 40 weeks ended November 30, 2002.
Average weekly sales per supermarket were approximately $302,400 for the 40
weeks ended November 29, 2003 versus $292,300 for the corresponding period of
the prior year, an increase of 3.5%. This increase was primarily due to the
increase in the Canadian exchange rate and higher comparable store sales.
GROSS MARGIN
------------
Gross margin as a percentage of sales decreased 121 basis points to 27.05% for
the 40 weeks ended November 29, 2003 from 28.26% for the 40 weeks ended November
30, 2002. This 121 basis point decrease was caused primarily by continued
competitive pressures to drive sales volume and protect market share in the
current market. The gross margin dollar increase of $9 million resulted from the
increases in sales volume and the favorable Canadian exchange rate partially
offset by a decrease in the gross margin rate. The U.S. operations gross margin
decrease of $50 million resulted from decreases of $0.5 million due to lower
sales volume and $49.5 million due to a lower gross margin rate. The Canadian
operations gross margin increase of $59 million resulted from increases of $22
million due to higher sales volume and $58 million from fluctuations in the
Canadian exchange rate partially offset by a decrease of $21 million due to a
lower gross margin rate.
Included in gross margin for the 40 weeks ended November 29, 2002 were costs
related to our asset disposition initiative of $1.2 million, which were incurred
to mark down inventory in stores announced for closure. There were no such costs
recorded in the 40 weeks ended November 29, 2003.
STORE OPERATING, GENERAL AND ADMINISTRATIVE EXPENSE
---------------------------------------------------
Store operating, general and administrative expense ("SG&A") was $2,312 million
for the 40 weeks ended November 29, 2003 compared to $2,179 million for the 40
weeks ended November 30, 2002. As a percentage of sales, SG&A was 28.50% for the
40 weeks ended November 29, 2003 compared to 28.18% for the 40 weeks ended
November 30, 2002.
Included in SG&A for the 40 weeks ended November 29, 2003 was $60.1 million
relating to our Farmer Jack goodwill and long-lived asset impairments as
described in Note 3 of our Consolidated Financial Statements. Excluding this
charge, SG&A as a percentage of sales for the 40 weeks ended November 29, 2003
would have decreased.
The major items impacting this decrease in SG&A as a percentage of sales
include:
o Higher mix of sales in Canada which has a lower SG&A rate due to the
increase in the Canadian exchange rate;
o Lower costs related to our business process initiative; and
o Lower severance and employee buy-out costs in the U.S.
These decreases were partially offset by increased labor costs as a percentage
of sales in the U.S.
Included in SG&A for the 40 weeks ended November 29, 2003 were net gains of $5.3
million primarily relating to our asset disposition initiative partially offset
by New England integration costs. In addition, included in SG&A for the 40 weeks
ended November 30, 2002 were net costs of $4.1 million relating to our asset
disposition initiative as described in Note 2 of our Consolidated Financial
Statements included in our Fiscal 2002 Annual Report to Stockholders, a loss of
$0.7 million relating to the early extinguishment of $38 million of our 7.75%
Notes due April 15, 2007 as described in Note 6 of our Consolidated Financial
Statements included in our Fiscal 2002 Annual Report to Stockholders, and a gain
of $1.7 million related to the sale of securities received as part of the
demutualization of The Prudential Insurance Company as described in Note 15 of
our Consolidated Financial Statements included in our Fiscal 2002 Annual Report
to Stockholders.
Also included in SG&A for the 40 weeks ended November 30, 2002 were $49.0
million relating to our business process initiative. Such costs primarily
included professional consulting fees and salaries, including related benefits,
of employees working full-time on the initiative.
We also review individual assets in stores planned for closure or conversion for
impairment upon determination that such assets will not be used for their
intended useful life. During the 40 weeks ended November 29, 2003 and November
30, 2002, we recorded impairment losses on property, plant and equipment of $0.5
million and $14.0 million, respectively, related to U.S. Retail stores that were
or will be closed in the normal course of business. This amount was included in
SG&A in our Consolidated Statements of Operations. Based upon current trends,
there may be additional future impairments on long lived assets, including the
potential for impairment of assets that are held and used.
INTEREST EXPENSE
----------------
Interest expense of $61 million for the 40 weeks ended November 29, 2003
decreased from the prior year amount of $66 million due primarily to lower
interest expense resulting from our open market repurchase of $51 million of our
7.75% Senior Notes due April 15, 2007 and $45 million of our 9.125% Senior Notes
due December 15, 2011, during fiscal 2002.
INCOME TAXES
------------
The benefit from income taxes from continuing operations for the 40 weeks ended
November 29, 2003 was $24 million (a $41 million benefit from our U.S.
operations and a $17 million provision for our Canadian operations) compared to
$125 million provision for income taxes for the 40 weeks ended November 30, 2002
(a $105 million provision for our U.S. operations and a $20 million provision
for our Canadian operations). Our U.S. tax benefit from continuing operations
was offset by a tax provision provided on discontinued operations in accordance
with Statement of Financial Accounting Standards 109, "Accounting for Income
Taxes".
(LOSS) INCOME FROM OPERATIONS OF DISCONTINUED BUSINESSES, NET OF TAX
--------------------------------------------------------------------
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.
Loss from operations of discontinued businesses, net of tax for the 40 weeks
ended November 29, 2003 was $33 million as compared to income from operations of
discontinued businesses, net of tax of $5.8 million for the 40 weeks ended
November 30, 2002. During the 40 weeks ended November 29, 2003, we recorded the
following items related to these discontinued businesses:
o impairment losses on the property, plant and equipment relating to these
operations of $18.9 million;
o pension expense relating to early withdrawal from various multi-employer
union pension plans we participate in of $6.5 million;
o future rent vacancy charges of $26.9 million;
o severance charges of $7.2 million; and
o inventory markdowns of $1.2 million.
The remaining amounts for each period represent the operating results of the
stores in these locations as well as results from our Eight O'Clock Coffee
business.
ASSET DISPOSITION INITIATIVE
----------------------------
In fiscal 1998 and 1999, we announced a plan to close two warehouse facilities
and a coffee plant in the U.S., a bakery plant in Canada and 166 stores
including the exit of the Richmond, Virginia and Atlanta, Georgia markets. In
addition, during the third quarter of fiscal 2001, we announced that certain
underperforming operations, including 39 stores (30 in the United States and 9
in Canada) and 3 warehouses would be closed and/or sold, and certain
administrative streamlining would take place.
As of November 29, 2003, we had closed all of the above stores and facilities.
The following table summarizes the activity related to the charges recorded for
the aforementioned initiatives since the beginning of fiscal 2002:
Severance and
Occupancy Benefits Fixed Assets Total
------------- -------------- -------------- ------------
Balance at
February 23, 2002 $ 143,700 $ 22,137 $ - $ 165,837
Addition (1) 7,249 3,544 - 10,793
Utilization (2) (34,003) (19,830) 776 (53,057)
Adjustments (3) (13,825) 889 (776) (13,712)
------------- ------------- -------------- ------------
Balance at
February 22, 2003 $ 103,121 $ 6,740 $ - $ 109,861
Addition (1) 4,307 - - 4,307
Utilization (2) (22,323) (3,404) - (25,727)
Adjustments (3) (5,777) 1,499 - (4,278)
------------ ------------- -------------- ------------
Balance at
November 29, 2003 $ 79,328 $ 4,835 $ - $ 84,163
============ ============= ============== ============
(1) The additions to occupancy represent the present value of accrued
interest related to lease obligations. The addition to severance during
fiscal 2002 related to retention and productivity incentives that were
accrued as earned.
(2) Occupancy utilization represents vacancy related payments for closed
locations. Severance utilization represents payments made to terminated
employees during the period.
(3) At each balance sheet date, we assess the adequacy of the balance to
determine if any adjustments are required as a result of changes in
circumstances and/or estimates. During fiscal 2003, we recorded net
adjustments of $4.3 million primarily related to reversals of
previously accrued vacancy related costs due to favorable results of
terminating and subleasing certain locations. During fiscal 2002, we
recorded net adjustments of $13.7 million primarily related to
reversals of previously accrued vacancy related costs due to the
following:
o Favorable results of assigning leases at certain locations of $7.2
million;
o The decision to continue to operate one of the stores previously
identified for closure due to changes in the competitive
environment in the market in which that store is located of $3.3
million; and
o The decision to proceed with development at a site that we had
chosen to abandon at the time of the original charge due to
changes in the competitive environment in the market in which that
site is located of $3.3 million.
As of November 29, 2003, we had paid approximately $55 million of the total
original severance and benefits charge recorded, which resulted from the
termination of approximately 4,500 employees. The remaining severance liability
primarily relates to future obligations for early withdrawal from multi-employer
union pension plans, and individual severance payments which will be paid by the
end of fiscal 2005.
At November 29, 2003, approximately $13.5 million of the liability was included
in "Other accruals" and the remaining amount was included in "Other non-current
liabilities" on our Consolidated Balance Sheets.
Included in our Consolidated Statements of Operations for the 12 and 40 weeks
ended November 29, 2003 and November 30, 2002 are the sales and operating
results of the aforementioned stores while they were open during the periods
presented. The results of these operations are as follows:
12 Weeks Ended 40 Weeks Ended
------------------------------- -------------------------------
Nov. 29, Nov. 30, Nov. 29, Nov. 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Sales $ - $ 2,491 $ 316 $ 20,794
============= ============ ============= =============
Operating loss $ - $ 70 $ (72) $ (957)
============= ============ ============= =============
Based upon current available information, we evaluated the liability balance as
of November 29, 2003 of $84 million and have concluded that it is adequate. We
will continue to monitor the status of the vacant properties and adjustments to
the reserve balance may be recorded in the future, if necessary.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
We had negative working capital of $42 million at November 29, 2003 compared to
positive working capital of $9 million at February 22, 2003. We had cash and
cash equivalents aggregating $216 million at November 29, 2003 compared to $199
million at the end of fiscal 2002. The decrease in working capital was
attributable primarily to the following:
o A decrease in accounts receivable due to timing of receipts;
o A decrease in prepaid expenses and other current assets mainly due to the
sale of assets held for sale;
o An increase in accounts payable (inclusive of book overdrafts); and
o An increase in other accruals.
Partially offset by the following:
o An increase in cash and cash equivalents as detailed in the Consolidated
Statements of Cash Flows;
o An increase in inventories primarily relating to seasonality.
At November 29, 2003, we had a $425 million secured revolving credit agreement
(as amended, the "Secured Credit Agreement") with a syndicate of lenders
enabling us to borrow funds on a revolving basis sufficient to refinance
short-term borrowings and provide working capital as needed. On December 4,
2003, subsequent to the close of our third quarter of fiscal 2003, we amended
and restated our Secured Credit Agreement (the "Amended and Restated Credit
Agreement") and decreased our borrowing base to $400 million. This amended
facility provides us with greater operating flexibility and provides for
increased capital spending. Under the Amended and Restated Credit Agreement,
there are no financial covenants as long as availability under the agreement
exceeds $50 million.
The Amended and Restated Credit Agreement is comprised of a U.S. credit
agreement amounting to $330 million and a Canadian credit agreement amounting to
$70 million (C$90.9 million at November 29, 2003) and is secured by inventory,
certain accounts receivable and certain pharmacy scripts. Borrowings under the
Amended and Restated Credit Agreement bear interest based on LIBOR and Prime
interest rate pricing. This agreement expires in December 2007.
As of November 29, 2003, there were no borrowings under these credit agreements.
As of November 29, 2003, after reducing availability for outstanding letters of
credit and borrowing base requirements, we had $244 million available under the
Amended and Restated Credit Agreement.
During the 40 weeks ended November 30, 2002, we repurchased in the open market
$38 million of our 7.75% Notes due April 15, 2007. The cost of this open market
repurchase resulted in a pretax loss due to the early extinguishment of debt of
$0.7 million. In accordance with SFAS No. 145, "Rescission of FASB Statements 4,
44 and 64, Amendment of FASB 13, and Technical Corrections", this loss has been
reclassified within income from operations for the 40 weeks ended November 30,
2002. Under the Amended and Restated Credit Agreement, we are no longer
prohibited from making bond repurchases.
We currently have active Registration Statements dated January 23, 1998 and June
23, 1999, allowing us to offer up to $75 million of debt and/or equity
securities as of November 29, 2003 at terms contingent upon market conditions at
the time of sale.
During the 40 weeks ended November 29, 2003, our capital expenditures and debt
repayments were funded through internally generated funds combined with proceeds
from disposals of properties. Capital expenditures totaled $109 million during
the 40 weeks ended November 29, 2003, which included 14 new supermarkets and
enlarging or remodeling 2 supermarkets.
For the remainder of fiscal 2003, we have planned capital expenditures of
approximately $40 million. These expenditures relate primarily to opening
approximately 5 new supermarkets and enlarging or remodeling 5 - 10
supermarkets. We currently expect to close approximately 2 - 5 stores during the
remainder of fiscal 2003. In addition, in December 2003, the Board of Directors
approved a plan to close, sell or convert several of our Farmer Jack stores
located in the Detroit, Michigan and Toledo, Ohio markets.
We do not expect to pay dividends during fiscal 2003.
We are the guarantor of a $2.2 million loan, related to a shopping center, which
will expire in 2011.
Our existing senior debt rating was B3 with negative implications with Moody's
Investors Service ("Moody's") and B with negative implications with Standard &
Poor's Ratings Group ("S&P") as of November 29, 2003. Future rating changes
could affect the availability and cost of financing to the Company.
We believe that our present level of invested cash and cash generated from
operations will be sufficient for our capital expenditure programs and mandatory
scheduled debt repayments for the next twelve months. However, certain external
factors such as unfavorable economic conditions, competition, labor relations
and fuel and utility costs could have a significant impact on cash generation.
We are exploring several actions to mitigate the potential risk; however, there
can be no assurance that such actions will be successful.
CRITICAL ACCOUNTING ESTIMATES
-----------------------------
Critical accounting estimates are those accounting estimates that we believe are
important to the portrayal of our financial condition and results of operations
and require our most difficult, subjective or complex judgments, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America ("U.S. GAAP") requires us to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Self-Insurance Reserves
-----------------------
Our Consolidated Balance Sheets include liabilities with respect to self-insured
workers' compensation and general liability claims. We estimate the required
liability of such claims on a discounted basis, utilizing an actuarial method,
which is based upon various assumptions, which include, but are not limited to,
our historical loss experience, projected loss development factors, actual
payroll and other data. The required liability is also subject to adjustment in
the future based upon the changes in claims experience, including changes in the
number of incidents (frequency) and changes in the ultimate cost per incident
(severity).
Long-Lived Assets
-----------------
We review the carrying values of our long-lived assets for possible impairment
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable. Such review is based upon groups of assets and
the undiscounted estimated future cash flows from such assets to determine if
the carrying value of such assets are recoverable from their respective cash
flows. If such review indicates an impairment exists, we measure such impairment
on a discounted basis using a probability weighted average approach and a risk
adjusted rate.
During the 12 and 40 weeks ended November 29, 2003, we recorded total impairment
losses on property, plant and equipment of $33.1 million and $52.5 million,
respectively. Refer to Note 3 - Valuation of Long Lived Assets and Goodwill in
the Notes to Consolidated Financial Statements for further discussion relating
to impairment charges recorded during the current fiscal year.
Based upon current trends, there may be additional future impairments on long
lived assets, including the potential for impairment of assets that are held and
used.
Excess of Cost over Net Assets Acquired
---------------------------------------
In accordance with SFAS 142 "Goodwill and Other Intangible Assets," the excess
of cost over fair value of net assets acquired is no longer required to be
amortized, but tested for impairment at least annually by reassessing the
appropriateness of the goodwill balance based on forecasts of cash flows from
operating results on a discounted basis in comparison to the carrying value of
such operations. If the results of such comparison indicate that an impairment
may exist, we determine the implied fair market value of the goodwill using a
purchase price allocation approach and compare this value to the balance sheet
value. If such comparison indicates that an impairment exits, we will recognize
a charge to operations at that time based upon the difference between the
implied fair market value of the goodwill and the balance sheet value. During
the 12 and 40 weeks ended November 29, 2003, we determined that goodwill
relating to the Farmer Jack reporting unit was entirely impaired; thus, we
recorded an impairment charge of $27.0 million as a component of operating
income in "Store operating, general and administrative expense" in our
Consolidated Statements of Operations. Refer to Note 3 - Valuation of Long Lived
Assets and Goodwill in the Notes to Consolidated Financial Statements for
further discussion relating to the impairment charges recorded.
Closed Store Reserves
---------------------
For stores closed that are under long-term leases, we record a discounted
liability using a risk free rate for the future minimum lease payments and
related costs, such as utilities and taxes, from the date of closure to the end
of the remaining lease term, net of estimated probable recoveries from projected
sublease rentals. If estimated cost recoveries exceed our liability for future
minimum lease payments, the excess is recognized as income over the term of the
sublease. We estimate future net cash flows based on our experience in and our
knowledge of the market in which the closed store is located. However, these
estimates project net cash flow several years into the future and are affected
by variable factors such as inflation, real estate markets and economic
conditions. While these factors have been relatively stable in recent years,
variation in these factors could cause changes to our estimates. As of November
29, 2003, we had liabilities for future minimum lease payments of $126 million,
which related to 78 dark stores and 37 subleased or assigned stores. Of this
amount, $23 million relates to stores closed in the normal course of business,
$79 million relates to stores closed as part of the asset disposition initiative
(see Note 7 of our Consolidated Financial Statements) and $24 million relates to
stores closed as part of our exit of the northern New England and Kohl's
businesses (see Note 2 of our Consolidated Financial Statements).
Employee Benefit Plans
----------------------
The determination of our obligation and expense for pension and other
post-retirement benefits is dependent, in part, on our selection of certain
assumptions used by our actuaries in calculating these amounts. These
assumptions are disclosed in Note 10 of our Fiscal 2002 Annual Report on Form
10-K and include, among other things, the discount rate, the expected long-term
rate of return on plan assets and the rates of increase in compensation and
health care costs. In accordance with U.S. GAAP, actual results that differ from
our Company's assumptions are accumulated and amortized over future periods and,
therefore, affect our recognized expense and recorded obligation in such future
periods. While we believe that our assumptions are appropriate, significant
differences in our actual experience or significant changes in our assumptions
may materially affect our pension and other post-retirement obligations and our
future expense.
Inventories
-----------
Store inventories are valued principally at the lower of cost or market with
cost determined under the retail method on a first-in, first-out basis.
Warehouse and other inventories are valued primarily at the lower of cost or
market with cost determined on a first-in, first-out basis. Inventories of
certain acquired companies are valued using the last-in, first-out method, which
was their practice prior to acquisition. We evaluate inventory shrinkage
throughout the year based on actual physical counts in our stores and
distribution centers and record reserves based on the results of these counts to
provide for estimated shrinkage between the store's last inventory and the
balance sheet date.
ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk
MARKET RISK
-----------
Market risk represents the risk of loss from adverse market changes that may
impact our consolidated financial position, results of operations or cash flows.
Among other possible market risks, we are exposed to such risk in the areas of
interest rates and foreign currency exchange rates.
From time to time, we may enter hedging agreements in order to manage risks
incurred in the normal course of business including forward exchange contracts
to manage our exposure to fluctuations in foreign exchange rates.
Interest Rates
--------------
Our exposure to market risk for changes in interest rates relates primarily to
our debt obligations. We do not have cash flow exposure due to rate changes on
our $681 million in notes as of November 29, 2003 because they are at fixed
interest rates. However, we do have cash flow exposure on our committed bank
lines of credit due to our variable floating rate pricing. Accordingly, during
the 12 and 40 weeks ended November 29, 2003, a presumed 1% change in the
variable floating rate would have impacted interest expense by $20 thousand and
$60 thousand, respectively.
During fiscal 2002, we had three interest rate swaps with commercial banks with
an aggregate notional amount of $150 million maturing on April 15, 2007,
designated as fair value hedging instruments, to effectively convert a portion
of our 7.75% Notes due April 15, 2007 from fixed rate debt to floating rate
debt. In January 2003, these hedging instruments were terminated, resulting in a
gain of $10.2 million. This gain has been deferred and is being amortized as an
offset to interest expense over the life of the underlying debt instrument. Such
amount is classified as "Long term debt" in our Consolidated Balance Sheets.
Foreign Exchange Risk
---------------------
We are exposed to foreign exchange risk to the extent of adverse fluctuations in
the Canadian dollar. During the 12 and 40 weeks ended November 29, 2003, a
change in the Canadian currency of 10% would have resulted in a fluctuation in
net income of $0.7 million and $2.9 million, respectively. We do not believe
that a change in the Canadian currency of 10% will have a material effect on our
financial position or cash flows.
ITEM 4 - Controls and Procedures
Our Company maintains a system of internal controls and procedures designed to
provide reasonable assurance as to the reliability of our Company's published
consolidated financial statements and other disclosures included in this report.
Within the 90-day period prior to the date of this report, the Company's
Chairman of the Board, President and Chief Executive Officer, and Senior Vice
President, Chief Financial Officer evaluated the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to Rule
13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the
Company's Chairman of the Board, President and Chief Executive Officer, and
Senior Vice President, Chief Financial Officer concluded that our Company's
disclosure controls and procedures are effective to ensure that our Company is
able to collect, process and disclose the information we are required to
disclose in the report we file with the Securities and Exchange Commission
within the required time periods.
Since the date of the most recent evaluation of our Company's internal controls
over financial reporting by our Chairman of the Board, President and Chief
Executive Office, and Senior Vice President, Chief Financial Officer, there have
been no significant changes in such controls or in other factors that could have
significantly affected those controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
CAUTIONARY NOTE
---------------
This presentation may contain forward-looking statements about the future
performance of our Company, and is based on our assumptions and beliefs in light
of information currently available. We assume no obligation to update this
information. These forward-looking statements are subject to uncertainties and
other factors that could cause actual results to differ materially from such
statements including but not limited to: competitive practices and pricing in
the food industry generally and particularly in our principal markets; our
relationships with our employees; the terms of future collective bargaining
agreements; the costs and other effects of lawsuits and administrative
proceedings; the nature and extent of continued consolidation in the food
industry; changes in the financial markets which may affect our cost of capital
or the ability to access capital; supply or quality control problems with our
vendors; and changes in economic conditions, which may affect the buying
patterns of our customers.
PART II. OTHER INFORMATION
ITEM 1 - Legal Proceedings
In May 1999, four present and former employees of The Food Emporium filed
suit against our Company in federal court in New York for unpaid wages and
overtime. In April 2000, the judge certified the case as a class action status
for this case covering approximately 82 stores in 9 counties in the New York
metropolitan area. Approximately 840 current and former full and part-time
employees of The Food Emporium and A&P opted into the class. In April 2003, the
Company filed a Motion to Decertify the Collective Action under the Fair Labor
Standards Act.
In April 2002, three Canadian Food Basics franchisees commenced a breach of
contract action in a Canadian court against The Great Atlantic & Pacific Company
of Canada, Limited ("A&P Canada") as representative plaintiffs for a purported
class of approximately 70 current and former Canadian Food Basics franchisees.
The lawsuit seeks unspecified damages in connection with A&P Canada's alleged
failure to distribute to the franchisees the full amount of vendor allowances
and/or rebates to which the franchisees claim they are entitled under the
operative franchise agreements. A&P Canada disputes the plaintiff-franchisees'
claim and has filed a counterclaim seeking to recover subsidies made by it to
the plaintiffs. The lawsuit was certified as a class action in December 2002.
The majority of the potential class members have opted out of this class
proceeding. A&P Canada has obtained leave to appeal the class certification
order. The appeal hearing took place on June 26, 2003 and June 27, 2003. The
appeal court has not yet rendered its decision.
On June 5, 2002, a purported securities class action Complaint was filed in the
United States District Court for the District of New Jersey against our Company
and certain of our officers and directors in an action captioned Brody v. The
Great Atlantic & Pacific Tea Co., Inc., No. 02 CV 2674 (FSH). The Brody lawsuit
and four subsequently-filed related lawsuits were consolidated into a single
lawsuit captioned In re The Great Atlantic & Pacific Tea Company, Inc.
Securities Litigation, No. 02 CV 2674 (FSH) (the "Class Action Lawsuit"). On
December 2, 2002, plaintiffs filed their Consolidated Amended Class Action
Complaint (the "Complaint"), which alleged claims under Sections 10(b) (and Rule
10b-5 promulgated thereunder) and 20(a) of the Securities Exchange Act of 1934
arising out of our Company's July 5, 2002 filing of restated financial
statements for fiscal 1999, fiscal 2000 and the first three quarters of fiscal
2001. The Complaint in the Class Action Lawsuit sought unspecified money
damages, costs and expenses. On January 17, 2003, defendants filed a motion
seeking to dismiss the Complaint. That motion was fully briefed on March 28,
2003. By Opinion & Order entered on September 18, 2003, the District Court
dismissed plaintiffs' Complaint without prejudice. On October 13, 2003, after
having declined to file a Second Amended Complaint, plaintiffs filed a Notice of
Appeal advising that they are appealing to the United States Court of Appeals
for the Third Circuit from the District Court's September 18, 2003 Opinion &
Order. Plaintiffs filed their opening appellate brief on January 5, 2004. It is
currently anticipated that the appeal will be fully briefed by February 18,
2004.
ITEM 2 - Changes in Securities
None
ITEM 3 - Defaults Upon Senior Securities
None
ITEM 4 - Submission of Matters to a Vote of Security Holders
None
ITEM 5 - Other Information
None
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-K
EXHIBIT NO. DESCRIPTION
---------- -----------
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 through July
2, 2002 (incorporated herein by reference to
Exhibit 3.2 to Form 10-K filed on
July 5, 2002)
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)
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)
10.1 Employment Agreement, made and entered into as of
the 11th day of November, 2002, by and between
our Company and Eric Claus, and Offer Letter
dated the 22nd day of October, 2002 (incorporated
herein by reference to Exhibit 10.1 to Form 10-Q
filed on January 10, 2003)
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 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)
10.5 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)
10.6 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)
10.7 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)
10.8 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)
10.9 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)
10.10 Supplemental Executive Retirement Plan effective
as of September 30, 1991 (incorporated herein by
reference to Exhibit 10.B to Form 10-K filed on
May 28, 1993)
10.11 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)
10.12 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)
10.13 1994 Stock Option Plan (incorporated herein by
reference to Exhibit 10(e) to Form 10-K filed
on May 24, 1995)
10.14 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)
10.15 Directors' Deferred Payment Plan adopted May 1,
1996 (incorporated herein by reference to
Exhibit 10(h) to Form 10-K filed on May 16, 1997)
10.16 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)
10.17 Credit Agreement dated as of February 23, 2001,
among our Company, The Great Atlantic & Pacific
Company of Canada, Limited and the other
Borrowers party hereto and the Lenders party
hereto, The Chase Manhattan Bank, as U.S.
Administrative Agent, and The Chase Manhattan
Bank of Canada, as Canadian Administrative Agent
("Credit Agreement") (incorporated herein by
reference to Exhibit 10 to Form 10-K filed on May
23, 2001)
10.18 Amendment No. 1 and Waiver, dated as of November
16, 2001 to Credit Agreement (incorporated
herein by reference to Exhibit 10.23 to Form
10-K filed on July 5, 2002)
10.19 Amendment No. 2 dated as of March 21, 2002 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.24 to Form 10-K filed
on July 5, 2002)
10.20 Amendment No. 3 dated as of April 23, 2002 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.25 to Form 10-K filed on
July 5, 2002)
10.21 Waiver dated as of June 14, 2002 to Credit
Agreement (incorporated herein by reference to
Exhibit 10.26 to Form 10-K filed on July 5, 2002)
10.22 Amendment No. 4 dated as of October 10, 2002 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.27 to Form 10-Q filed
on October 22, 2002)
10.23 Amendment No. 5 dated as of February 21, 2003 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.1 to Form 8-K filed on
March 7, 2003)
10.24 Amendment No. 6 dated as of March 25, 2003 to
Credit Agreement (incorporated herein by
reference to Exhibit 10.28 to Form 10-K filed on
May 9, 2003)
10.25 Amended and Restated Credit Agreement dated as of
February 23, 2001 and amended and restated as of
December 4, 2003, among our Company, The Great
Atlantic & Pacific Company of Canada, Limited and
the other Borrowers party hereto, as Borrowers,
and the Lenders party hereto, and JPMorgan Chase
Bank, as U.S. Administrative Agent and U.S.
Collateral Agent, and JPMorgan Chase Bank,
Toronto Branch, as Canadian Administrative Agent
and Canadian Collateral Agent, as filed herein
23.1 Consent of Independent Accountants from
PricewaterhouseCoopers LLP (incorporated herein
by reference to Exhibit 23.1 to Form 10-K filed
on May 9, 2003)
23.2 Independent Auditors' Consent from Deloitte &
Touche LLP (incorporated herein by reference to
Exhibit 23.2 to Form 10-K filed on May 9, 2003)
(b) Reports on Form 8-K
On October 17, 2003, our Company filed a Form 8-K pursuant to which it furnished
the SEC with a copy of the October 17, 2003 press release, which announced the
Company's financial results for the quarter ended September 6, 2003.
On October 23, 2003, our Company filed a Form 8-K pursuant to which it furnished
the SEC with a copy of the October 20, 2003 press release, which announced that
the Company had reached an agreement to sell its Eight O'Clock coffee division
to Gryphon Investors.
The Great Atlantic & Pacific Tea Company, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
Dated: January 9, 2004 By: /s/ Brenda M. Galgano
-------------------------------------------
Brenda M. Galgano, Vice President, Corporate
Controller (Chief Accounting Officer)
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Section 302 Certification
I, Christian W.E. Haub, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Great Atlantic &
Pacific Tea Company, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers 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)) 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 quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this quarterly report our conclusion about
the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this quarterly report based on such
evaluation; and
c) disclosed in this quarterly 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 officers 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/ Christian W. E. Haub Date: January 9, 2004
------------------------
Christian W. E. Haub
Chairman of the Board,
President and
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Section 302 Certification
I, Mitchell P. Goldstein, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Great Atlantic &
Pacific Tea Company, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers 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)) 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 quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this quarterly report our conclusion about
the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this quarterly report based on such
evaluation; and
c) disclosed in this quarterly 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 officers 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/ Mitchell P. Goldstein Date: January 9, 2004
-------------------------
Mitchell P. Goldstein
Senior Vice President,
Chief Financial Officer
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, Christian W. E. Haub, Chairman of the Board, President and
Chief Executive Officer of The Great Atlantic & Pacific Tea Company, Inc.
("Company"), and Mitchell P. Goldstein, Senior Vice President and Chief
Financial Officer of the Company, each hereby certifies that (1) the Quarterly
Report of the Company on Form 10-Q for the period ended November 29, 2003 fully
complies with the requirements of Section 13(a) 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: January 9, 2004 /s/ Christian W. E. Haub
------------------------
Christian W. E. Haub
Chairman of the Board,
President and
Chief Executive Officer
Dated: January 9, 2004 /s/ Mitchell P. Goldstein
-------------------------
Mitchell P. Goldstein
Senior Vice President,
Chief Financial Officer