SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 6, 2008
Date of Report (Date of earliest event reported)
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Maryland
(State or other jurisdiction of
incorporation or organization)
|
|
1-4141
(Commission file number)
|
|
13-1890974
(I.R.S. Employer
Identification No.) |
Two Paragon Drive
Montvale, New Jersey 07645
(Address of principal executive offices)
(201) 573–9700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
|
|
| Item 2.02 |
|
Results of Operations & Financial Conditions |
On May 6, 2008, The Great Atlantic & Pacific Tea Company, Inc. (“A&P”) announced fiscal 2007 fourth
quarter and full year results for the 12 and 52 weeks ended February 23, 2008, which include for
the first time the results of Pathmark Stores Inc. A copy of the press release is attached as
Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 2.02
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall such information be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing.
To supplement the consolidated financial results as determined in accordance with generally
accepted accounting principles (“GAAP”), the press release presents non-GAAP financial measures
“Adjusted (loss) income from operations” and “EBITDA” to evaluate the Company’s liquidity and it is
among the primary measures used by management for planning and forecasting of future periods.
Adjusted (loss) income from operations is defined as (loss) income from operations adjusted for
items the Company considered non-operating in nature that management excludes when evaluating the
results of the ongoing business. EBITDA is defined as earnings before interest and dividend
income, taxes, depreciation, amortization, equity in earnings of Metro, Inc., discontinued
operations, the gain on the sale of Metro Inc. shares and the (loss) gain on the sale of A&P
Canada. Ongoing, operating EBITDA is defined as EBITDA adjusted for items the Company considers
non-operating in nature that management excludes when evaluating the results of ongoing business.
The Company believes the presentation of these measures is relevant and useful for investors
because it allows investors to view results in a manner similar to the method used by the Company’s
management and makes it easier to compare the Company’s results with other companies that have
different financing and capital structures or tax rates. In addition, these measures are also among
the primary measures used externally by the Company’s investors, analysts and peers in its industry
for purposes of valuation and comparing the results of the Company to other companies in its
industry. Ongoing, operating EBITDA is reconciled to Net Cash provided by Operating Activities on
Schedule 4 of this release.
|
|
|
| Item 9.01 |
|
Financial Statements and Exhibits |
(c). Exhibits.
| |
|
|
Exhibit 99.1
|
|
Press Release of The Great Atlantic & Pacific Tea Company, Inc., dated
May 6, 2008. |