UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2010
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-4141
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13-1890974 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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Two Paragon Drive
Montvale, New Jersey
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07645 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number,
including area code: (201) 573-9700
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations & Financial Conditions
On
May 5, 2010, The Great Atlantic & Pacific Tea Company, Inc. issued a press release announcing
its fiscal 2009 fourth quarter and full year results for the 12 and 52 weeks ended February 27,
2010. A copy of the press release is attached as Exhibit 99.1 to
this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 2.02
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall such information be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing.
The Company is required to provide certain reconciliations to GAAP financial measures for any
non-GAAP financial measures presented in our press releases and SEC filings. The Company uses the
non-GAAP measures Adjusted income (loss) from operations, EBITDA and Adjusted EBITDA to
evaluate the Companys liquidity and performance of our business and these are among the primary
measures used by management for planning and forecasting of future periods. Adjusted income (loss)
from operations is defined as income (loss) from operations adjusted for items the Company
considers non-operating in nature that management excludes when evaluating the results of the
ongoing business. EBITDA is defined as earnings before interest expense, interest and dividend
income, taxes, depreciation, amortization and discontinued operations. Adjusted EBITDA is defined
as EBITDA adjusted to exclude the following, if applicable: (i) goodwill, long-lived asset and
intangible asset impairment, (ii) net restructuring and other charges, (iii) real estate related
activity, (iii) stock based compensation, (iv) pension withdrawal costs, (v) LIFO
provision adjustments, (vi) insurance reserve adjustments, (vii) nonoperating (loss) income and
(vii) other items that management considers nonoperating in nature and excludes when evaluating the
results of the ongoing business. The Company believes the presentation of these measures is
relevant and useful for investors because it allows investors to view results in a manner similar
to the method used by the Companys management and makes it easier to compare the Companys 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 Companys
investors, analysts and peers in its industry for purposes of valuation and comparing the results
of the Company to other companies in its industry. Adjusted income from operations and Adjusted
EBITDA are reconciled to Net Loss on Schedule 3 of this release. In addition, EBITDA and Adjusted
EBITDA are reconciled to Net Cash provided by / used in Operating Activities on Schedule 4 of this
release.
Item 9.01 Financial Statements and Exhibits
(c). Exhibits.
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Exhibit 99.1 |
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Press Release of The Great Atlantic & Pacific Tea Company, Inc., dated
May 5, 2010. |