EX-99.1 2 a11-29680_1ex99d1.htm EX-99.1

Exhibit 99.1

 

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

 

 

Debtors : The Great Atlantic & Pacific Tea Company, Inc. et al. (1)

 

Case Number: Jointly Administered 10-24549 (RDD)

 

Monthly Operating Report for the Period:

September 11, 2011 to October 8, 2011

 

Debtors’ Address:

2 Paragon Drive

Montvale, NJ 07645

 

Net Loss: $36.5 million

 

Debtors’ Attorneys:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

James H.M. Sprayregen, P.C.

Paul M. Basta

Ray C. Schrock

 

and

 

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

James J. Mazza, Jr.

 

 

Report Preparer:

 

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under the penalty of perjury that the information contained therein is complete, accurate and truthful to the best of my knowledge. (2)

 

 

Date: November 4, 2011

/s/ Frederic F. Brace

 

 

Frederic F. Brace

 

Chief Administrative Officer,

 

Chief Restructuring Officer and

 

Chief Financial Officer

 


(1)          See Schedule 1 for a listing of Debtor by case number

(2)          All amounts herein are unaudited and subject to revision.  The Debtors reserve all rights to revise this report.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

1



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR OCTOBER 2011

TABLE OF CONTENTS

 

 

PAGE

Unaudited Financial Statements as of and for the four weeks ended October 8, 2011

 

 

 

Consolidated Statement of Operations

3

 

 

Consolidated Balance Sheet

4

 

 

Consolidated Statement of Cash Flows

5

 

 

Notes to Monthly Operating Report

7

 

 

Schedules:

 

 

 

Schedule 1: Schedule of Disbursements

14

 

 

Schedule 2: Debtor Questionnaire

15

 

 

Schedule 3: Consolidating Statements of Operations for the four weeks ended October 8, 2011

16

 

 

Schedule 4: Consolidating Balance Sheets as of October 8, 2011

17

 

 


(1)          See Schedule 1 for a listing of Debtor by case number.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

2



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR OCTOBER 2011

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited – in thousands)

 

 

 

 

Four Weeks Ended

 

 

 

October 8, 2011

 

 

 

 

 

Sales

 

$

524,749

 

Cost of merchandise sold

 

(379,092

)

Gross margin

 

145,657

 

Store operating, general and administrative expense

 

(165,037

)

Loss from continuing operations before interest expense and reorganization items

 

(19,380

)

Interest expense

 

(12,930

)

Reorganization items

 

(3,894

)

Loss from continuing operations before income taxes

 

(36,204

)

Provision for income taxes

 

(35

)

Loss from continuing operations

 

(36,239

)

Loss from discontinued operations

 

(240

)

Net loss

 

$

(36,479

)

 


(1) See Schedule 1 for a listing of Debtor by case number.

 

 

See accompanying notes to consolidated financial statements.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

3



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR OCTOBER 2011

CONSOLIDATED BALANCE SHEET

(Unaudited – in thousands)

 

 

 

As of

 

 

 

October 8, 2011

 

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

 

$

234,359

 

Restricted cash

 

4,430

 

Accounts receivable, net of allowance for doubtful accounts of $5,323 at October 8, 2011

 

159,851

 

Inventories, net

 

408,894

 

Prepaid expenses and other current assets

 

42,551

 

Total current assets

 

850,085

 

 

 

 

 

Non-current assets:

 

 

 

Property:

 

 

 

Property owned, net

 

975,514

 

Property leased under capital leases, net

 

56,737

 

Property, net

 

1,032,251

 

Goodwill

 

110,412

 

Intangible assets, net

 

117,688

 

Other assets

 

93,339

 

Total assets

 

$

2,203,775

 

 

 

 

 

LIABILITIES & STOCKHOLDERS’ DEFICIT

 

 

 

Current liabilities:

 

 

 

Debtor-in-possession credit agreement

 

$

350,000

 

Current portion of obligations under capital leases

 

5,495

 

Current portion of real estate liabilities

 

440

 

Accounts payable

 

120,470

 

Book overdrafts

 

21,056

 

Accrued salaries, wages and benefits

 

94,173

 

Accrued taxes

 

35,300

 

Other accrued liabilities

 

85,302

 

Total current liabilities

 

712,236

 

 

 

 

 

Non-current liabilities:

 

 

 

Long-term obligations under capital leases

 

53,444

 

Long-term real estate liabilities

 

218,635

 

Deferred real estate income

 

16,779

 

Other non-current liabilities

 

63,986

 

Total liabilities not subject to compromise

 

1,065,080

 

Liabilities subject to compromise

 

2,416,178

 

Total liabilities

 

3,481,258

 

 

 

 

 

Series A redeemable preferred stock – no par value, $1,000 redemption value; authorized – 700,000 shares; issued – 179,020 shares at October 8, 2011

 

147,309

 

 

 

 

 

Stockholders’ deficit:

 

 

 

Common stock – $1 par value; authorized – 260,000,000 shares; issued and outstanding – 53,852,470 shares at October 8, 2011

 

53,852

 

Additional paid-in capital

 

509,117

 

Accumulated other comprehensive loss

 

(76,063

)

Accumulated deficit

 

(1,911,698

)

Total stockholders’ deficit

 

(1,424,792

)

Total liabilities and stockholders’ deficit

 

$

2,203,775

 

 


(1) See Schedule 1 for a listing of Debtor by case number.

 

See accompanying notes to consolidated financial statements.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

4


 


 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR OCTOBER 2011

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited – in thousands)

 

 

 

Four Weeks Ended

 

 

 

October 8, 2011

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net loss

 

$

(36,479

)

Adjustments to reconcile net loss to net cash used in operating activities (see next page)

 

19,428

 

Changes in assets and liabilities:

 

 

 

Increase in receivables

 

(1,610

)

Increase in inventories

 

(10,862

)

Increase in prepaid expenses and other current assets

 

(370

)

Increase in other assets

 

(2,997

)

Decrease in accounts payable

 

(34,045

)

Decrease in accrued salaries, wages and benefits, and taxes

 

(5,990

)

Increase in other accruals

 

4,697

 

Increase in other non-current liabilities

 

922

 

Payments for reorganization items

 

(6,186

)

Other operating activities, net

 

73

 

Net cash used in operating activities

 

(73,419

)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

Expenditures for property

 

(3,219

)

Proceeds from flood insurance

 

9,000

 

Increase in restricted cash

 

(250

)

Net cash provided by investing activities

 

5,531

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

Principal payments on long-term debt

 

(14

)

Principal payments on long-term real estate liabilities

 

(62

)

Principal payments on capital leases

 

(771

)

Increase in book overdrafts

 

4,215

 

Payments of financing fees for debtor-in-possession financing

 

(2,690

)

Net cash provided by financing activities

 

678

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(67,210

)

Cash and cash equivalents at beginning of period

 

301,569

 

Cash and cash equivalents at end of period

 

$

234,359

 

 


(1) See Schedule 1 for a listing of Debtor by case number.

 

 

See accompanying notes to consolidated financial statements.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

5



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR OCTOBER 2011

CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED

(Unaudited – in thousands)

 

 

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:

 

 

 

Four Weeks Ended

 

 

 

October 8, 2011

 

 

 

 

 

Depreciation and amortization

 

$

13,418

 

Gain from surrender of Company Owned Life Insurance Policies

 

(917

)

C&S contract effect

 

554

 

Amortization of deferred real estate income

 

(247

)

Loss on write-down of property

 

36

 

Reorganization items relating to continuing operations

 

3,894

 

Financing fees

 

2,690

 

Total adjustments to net loss

 

$

19,428

 

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

6



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR OCTOBER 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

 

1.              Background

 

General

The Great Atlantic & Pacific Tea Company, Inc. (“we,” “our,” “us” or “our Company”) is engaged in the retail food business.  Our Company operates stores under the following trade names: A&P®, SuperFresh®, Waldbaum’s®, Super Foodmart®, Food Basics®, The Food Emporium®, Best Cellars®, Best Cellars at A&P®, Pathmark® and Pathmark Sav-A-Center®.

 

Chapter 11 Reorganization Cases

On December 12, 2010, our Company and all of our U.S. subsidiaries (the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York in White Plains (the “Bankruptcy Court”), which are being jointly administered under case number 10-24549.   Management’s decision to initiate the Bankruptcy Filing was in response to, among other things, our Company’s deteriorating liquidity and management’s conclusion that the challenges of successfully implementing additional financing initiatives and of obtaining necessary cost concessions from our Company’s business and labor partners, was negatively impacting our Company’s ability to implement our previously announced turnaround strategy.  Our Company’s non-U.S. subsidiaries, which are immaterial on a consolidated basis and have no retail operations, were not part of the Bankruptcy Filing.

 

We are currently operating as debtors-in-possession pursuant to the Bankruptcy Filing and continuation of our Company as a going-concern is contingent upon, among other things, the Debtors’ ability (i) to comply with the terms and conditions of the DIP Credit Agreement described in Note 5 to this Monthly Operating Report; (ii) to develop a plan of reorganization and obtain confirmation of that plan under the Bankruptcy Code; (iii) to reduce debt and other liabilities through the bankruptcy process; (iv) to return to profitability, including by securing necessary near-term cost concessions from our business and labor partners; (v) to generate sufficient cash flow from operations; and (vi) to obtain financing sources to meet our future obligations.  The uncertainty regarding these matters raises substantial doubt about our ability to continue as a going concern.

 

2.              Basis of Presentation

 

Debtors-in-Possession Financial Statements

The unaudited consolidated financial statements and supplemental information contained herein represent the consolidated financial information for the Debtors as of and for the four weeks ended October 8, 2011. Non-Debtor subsidiaries are deemed to be immaterial on a consolidated basis and related income statement and balance sheet activity has been reported separately on Schedule 3 and Schedule 4 under the column “Foreign Non-Debtor”.

 

Our Company was required to apply the FASB’s provisions of Reorganizations effective on December 12, 2010, which is applicable to companies in chapter 11, which generally does not change the manner in which financial statements are prepared.  However, it does require that the financial statements for periods subsequent to the Bankruptcy Filing distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

 

The unaudited consolidated financial statements have been derived from the books and records of our Company. Certain financial information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and upon the application of such procedures (such as tests for asset impairment), we believe that the financial information will be subject to changes, and these changes could be material. The financial information furnished in this report includes primarily normal recurring adjustments as well as all of the adjustments that would typically be made so that the quarterly financial statements are in accordance with U.S. GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. Therefore, this report should be read in conjunction with our Company’s audited consolidated financial statements on Form 10-K as of and for the period ended February 26, 2011 and for the interim periods on Form 10-Q as of and for the periods ended June 18, 2011 and September 10, 2011, respectively.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

7



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR OCTOBER 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

 

The results of operations contained herein are not necessarily indicative of the results which may be expected for any other period or for the full year and may not necessarily reflect the combined results of operations, financial position and cash flows of our Company in the future.

 

Intercompany Transactions

Intercompany transactions between Debtor entities, as well as between Debtor and Non-Debtor subsidiaries, include, but are not limited to, intercompany cash sweep arrangements, intercompany financing arrangements, intercompany wages and intercompany inventory procurement.  The intercompany financing agreements include two loans from two of the Non-Debtor foreign subsidiaries to Shopwell, Inc., a Debtor of our Company; a 3.562% loan due on May 27, 2013 with an outstanding balance of principal and interest of approximately $94.0 million from A&P Bermuda Limited and a 2.85% loan due on January 15, 2014 with an outstanding balance of principal and interest of approximately $0.1 million from APTEA Hungry Liquidity Management Limited Liability Company. Both loans were transferred from Shopwell, Inc. to The Great A&P Tea Company during June 2010 prior to the Bankruptcy Filing.

 

All payments between the Debtor and Non-Debtor entities have been stayed at this time and we did not record contractual interest expense subsequent to the Bankruptcy filing. The intercompany balances due to / from entities, as shown on individual entities’ balance sheets included in the accompanying Consolidating Balance Sheet, represent the accumulation of activity over time.  These balances between Debtor entities have not been eliminated in the accompanying Consolidating Balance Sheets. Certain intercompany transactions have been eliminated in the accompanying Consolidated Statement of Operations.  Intercompany balances between the Debtor and Non-Debtor entities have been shown net in the consolidated financial statements.

 

Interest Expense

We recorded all contractual interest on secured debt for the four weeks ended October 8, 2011. We recorded interest accretion expense for capital leases and real estate liabilities, self-insurance reserves and GHI obligations.  Although we have recorded interest accretion expense, we have not made a final determination as to the value of any underlying assets or the rejection/assumption of any of the obligations that we have not assumed.  Once a determination is made, the accretion of the interest expense may change. We did not record contractual interest expense of $2.9 million for unsecured debt which is subject to compromise for the four weeks ended October 8, 2011.  Debt discounts and deferred financing fees for all debt which is subject to compromise were reclassified into the carrying value of the respective indebtedness upon the Bankruptcy Filing and the balances were then adjusted to the face value of the debt.  As a result of this reclassification, we ceased amortization of deferred financing fees and discounts effective as of the Bankruptcy Filing date. Such amounts may need to be adjusted in future periods.

 

Taxes and Insurance

We received approval to pay pre-petition employee withholding obligations in addition to employment and wage related taxes, sales and use taxes, and certain other taxes due in the normal course of business through certain court orders. As such, we have paid the applicable taxes when due except for amounts that are in dispute.

 

All post-petition tax obligations to the proper taxing authorities are current.  Deferred tax liabilities of $31.5 million are included within “Other accrued liabilities” in the Consolidated Balance Sheet.  Pre-petition amounts for leases not yet assumed owed for our pro-rata portion of certain taxes for which we reimburse third parties have not been paid.

 

Additionally, all insurance premiums are current and all insurance policies are in force as of October 8, 2011.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

8



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR OCTOBER 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

 

Other non-current liabilities

Other non-current liabilities are comprised of $25.2 million for step rent liability, $36.8 million for self-insurance reserves, $0.5 million for deferred income, $0.8 million for unfavorable lease liability and $0.7 million for other items that were incurred subsequent to the Bankruptcy Filing.  These amounts are not subject to compromise under the Bankruptcy Filing.

 

3.              Hurricane Irene and Impact on our Company Stores

 

In August 2011, Hurricane Irene had a major effect on certain portions of the Northeast region and resulted in the significant interruption of business for eleven of our Company stores. As of October 8, 2011, ten of these stores had fully resumed operations, but one store remains closed.

 

We maintain insurance coverage for this type of loss which provides for reimbursement from losses resulting from property damage, loss of product as well as business interruption coverage. During the four weeks ended October 8, 2011, we received cash payments of $9.0 million, representing a portion of our losses we expect to recover, which were previously recorded as a receivable in our Consolidated Balance Sheet.

 

4.              Corporate Owned Life Insurance Policies

 

On September 9, 2011, our Company, together with the Security Life of Denver Life Insurance Company ( the “Insurer”), filed a Stipulation and Order permitting the Insurer relief from the automatic stay to enforce certain rights and remedies (“Stipulation”) against our Company’s pre-petition Corporate Owned Life Insurance Policies (“COLI”). The Stipulation was approved by the Bankruptcy Court on September 29, 2011, which permitted the Insurer to enforce their rights and remedies to COLI under the “Paid-Up Insurance” non-forfeiture option. This option resulted in no cash outlay by our Company. In connection with the cancellation of COLI, we wrote-off the related loans on COLI of $61.9 million, accrued interest of $4.8 million, with an offsetting write-off of other assets of $65.8 million, resulting in a net gain of $0.9 million, which was recorded in “Store operating, general and administrative expenses” in our Consolidated Statement of Operations.

 

5.              DIP Credit Agreement

 

In connection with the Bankruptcy Filing, on December 13, 2010, the Bankruptcy Court entered its interim financing order, among other things, permitting us to enter into a Superpriority Debtor-in-Possession Credit Agreement as amended and restated in its entirety by that certain Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of December 21, 2010, further amended and restated in its entirety by that certain Second Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of January 10, 2011, further amended and restated in its entirety by that certain Third Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of January 13, 2011, further amended by that certain First Amendment to the Third Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of July 8, 2011, further amended by that certain Second Amendment to the Third Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of September 21, 2011 (the “Second Amendment to the DIP Credit Agreement”), as may be further amended, amended and restated, supplemented or otherwise modified from time to time (the “DIP Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (in such capacity, the “Agent”), the lenders from time to time party thereto (collectively, the “DIP Lenders”) and our Company and certain subsidiaries as borrowers thereunder.  On December 14, 2010, we satisfied all of the conditions to the effectiveness of the DIP Credit Agreement and to the initial closing thereunder and consummated the transactions contemplated thereunder including the refinancing in full of our Company’s and its applicable subsidiaries’ obligations under the pre-existing first lien credit facility. The Bankruptcy Court entered a final order approving the DIP Credit Agreement on January 11, 2011.  Pursuant to the terms of the DIP Credit Agreement:

 

·

the DIP Lenders agreed to lend up to $800.0 million in the form of a $350.0 million term loan and a $450.0 million revolving credit facility with a $250.0 million sublimit for letters of credit, in each case subject to the terms and conditions therein;

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

9



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR OCTOBER 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

 

·

our Company’s and the Subsidiary Borrower’s obligations under the DIP Credit Agreement and the other specified loan documents are guaranteed by our Company’s certain other subsidiaries that are Debtors (“Subsidiary Guarantors” and, together with our Company and the Subsidiary Borrowers, the “Loan Parties”); and

 

 

·

the Loan Parties’ obligations under the DIP Credit Agreement and such other specified loan documents are secured by a security interest in, and lien upon, substantially all of the Loan Parties’ existing and after-acquired personal and real property, having the priority and subject to the terms therein and in the order(s) entered into by the Bankruptcy Court, as applicable.

 

Our Company will have the option to have interest on the revolving loans under the revolving credit facility provided under the DIP Credit Agreement accrue at an alternate base rate plus 200 basis points or at adjusted LIBOR plus 300 basis points. Our Company will have the option to have interest on the term loan provided under the DIP Credit Agreement accrue at an alternate base rate plus 600 basis points or at adjusted LIBOR (with a floor of 175 basis points) plus 700 basis points. The DIP Credit Agreement limits, among other things, our Company’s and the other Loan Parties’ ability to (i) incur indebtedness, (ii) incur or create liens, (iii) dispose of assets, (iv) prepay certain indebtedness and make other restricted payments, (v) enter into sale and leaseback transactions and (vi) modify the terms of certain indebtedness and certain material contracts. Notably, however, the DIP Credit Agreement permits our Company to use the proceeds generated from the sale of the Southern Stores in the operation of our business rather than requiring us to use those proceeds to reduce the Loan Parties’ outstanding indebtedness under the DIP Credit Agreement.

 

The DIP Credit Agreement also contains certain financial covenants. The Second Amendment to the DIP Credit Agreement amended the covenants regarding minimum excess availability and minimum cumulative EBITDA. The Second Amendment to the DIP Credit Agreement changed the measurement intervals for minimum excess availability requirements and reduced the minimum cumulative EBITDA requirements to have them measured beginning with respect to the period ending December 31, 2011 rather than prior to such time as required by the DIP Credit Agreement, provided that if the Company has filed a Plan of Reorganization reasonably satisfactory to the DIP Lenders prior to December 31, 2011, the measurement period for the minimum cumulative EBITDA covenant will be measured beginning on February 25, 2012. The financial covenants, as amended by the Second Amendment to the DIP Credit Agreement, include a minimum excess availability covenant of $100.0 million (or $75.0 million at any time after December 31, 2011 but prior to the delivery of financial statements to the DIP Lenders for the period ended February 25, 2012, or $50.0 million at any time thereafter), minimum liquidity covenant of $100.0 million and minimum cumulative EBITDA covenant as defined in the DIP Credit Agreement.  Minimum cumulative EBITDA measured beginning on September 11, 2011 to and including the applicable date set forth in table below is as follows (in millions):

 

Date

 

 

Minimum Cumulative EBITDA

 

December 31, 2011

 

 

10.0

 

January 28, 2012

 

 

25.0

 

February 25, 2012

 

 

40.0

 

March 24, 2012

 

 

55.0

 

April 21, 2012

 

 

70.0

 

May 19, 2012

 

 

85.0

 

June 16, 2012

 

 

100.0

 

 

If we file a Plan of Reorganization with the Bankruptcy Court prior to January 30, 2012, the minimum EBITDA covenants for the respective periods ended December 31, 2011 and January 28, 2012 are waived.

 

Meeting our EBITDA covenant requires increasing levels of performance throughout the year, including the successful implementation of our business improvement initiatives. We previously entered into a definitive supply agreement with C&S to provide Services and as of the balance sheet date we are in the process of negotiating with union locals to obtain consensual modifications to collective bargaining agreements necessary for our successful reorganization. If we

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

10


 


 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR OCTOBER 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

 

do not get such modifications or otherwise underperform our expectations, we may not achieve our minimum cumulative EBITDA covenant. A financial covenant violation could result in termination of the DIP Credit Agreement and/or termination of our access to funding thereunder. If either (or both) of those were to occur, our Company could be without sufficient cash availability to meet our operating needs or satisfy our obligations as they fall due, in which instance we may be unable to successfully reorganize.

 

The DIP Credit Agreement matures upon the earliest to occur of (a) June 14, 2012, (b) the acceleration of the loans and the termination of the commitment thereunder, and (c) the substantial consummation (as defined in Section 1101(2) of the Bankruptcy Code, which for purposes hereof shall be no later than the effective date thereof) of a plan of reorganization that is confirmed pursuant to an order entered by the Bankruptcy Court.

 

6.              Reorganization Items

 

Reorganization items represent amounts incurred as a direct result of the Bankruptcy Filing and was comprised of the following:

 

 

 

Four Weeks Ended

 

 

 

October 8, 2011

 

 

 

(in thousands)

 

 

 

 

 

Professional fees

 

$

(3,640

)

US Trustee fees

 

(83

)

Write-off of occupancy payables related to assumed leases

 

(171

)

Total reorganization items – continuing operations

 

$

(3,894

)

 

Professional fees of approximately $3.6 million were accrued and $6.2 million were paid for the four weeks ended October 8, 2011.  U.S. Trustee fees of approximately $0.1 million were accrued for the four weeks ended October 8, 2011.

 

7.              Liabilities Subject to Compromise

 

As a result of the Bankruptcy Filing, the payment of pre-petition indebtedness is subject to compromise or other treatment under a Plan of Reorganization. Generally, actions to enforce or otherwise effect payment of pre-Bankruptcy Filing liabilities are stayed. Although payment of pre-petition claims generally is not permitted, the Bankruptcy Court granted the Debtor authority to pay certain pre-petition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of our Company’s businesses and assets. Among other things, the Bankruptcy Court authorized us to pay certain pre-petition claims relating to employee wages and benefits, customers, vendors, and suppliers.

 

We have been paying and intend to continue to pay undisputed post-petition claims in the normal course of business. In addition, we may reject pre-petition executory contracts and unexpired leases with respect to our operations, with the approval of the Bankruptcy Court. Any damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as “Liabilities subject to compromise” in our Consolidated Balance Sheets. We previously notified all known claimants subject to the bar date of their need to file a proof of claim with the Bankruptcy Court. A bar date is the date by which claims against our Company must be filed if the claimants disagree with the amounts included in our schedule of assets and liabilities filed with the Bankruptcy Court and wish to receive any distribution in the Bankruptcy Filing. The bar date of June 17, 2011 set by the Bankruptcy Court has passed. Thus far, claimants filed over nine thousand claims against our Company, asserting approximately $28.0 billion worth of liabilities.  Our Company and our retained professionals are continuing to review and analyze the proofs of claim submitted by claimants and will investigate any material differences between these claims and liability amounts estimated by our Company. If necessary, in the event of a claims dispute, the Bankruptcy Court will make a final determination whether such claims should be allowed and, if so, the appropriate amount of such allowed claims. The ultimate amount of such liabilities is not determinable at this time.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

11



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR OCTOBER 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

 

Pre-petition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts.  The amounts currently classified as “Liabilities subject to compromise” may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, or other events.  We expect that certain amounts currently classified as “Liabilities subject to compromise” may in fact be paid in the normal course of business as they come due.  Any resulting changes in classification will be reflected in subsequent monthly operating reports.

 

Liabilities subject to compromise consist of the following (in thousands):

 

 

As of October 8, 2011

 

Accounts payable

 

$

173,162

 

Accrued salaries, wages, and benefits

 

10,952

 

Self-insurance reserves

 

383,468

 

Closed locations reserves

 

2,519

 

Damages claim for rejected leases

 

186,751

 

Pension withdrawal liabilities

 

114,356

 

GHI contractual liability for employee benefits

 

101,846

 

Accrued occupancy related costs for open stores

 

21,893

 

Deferred income

 

33,687

 

Deferred real estate income

 

14,650

 

Accrued audit, legal and other

 

6,875

 

Accrued interest

 

52,119

 

Other postretirement and postemployment benefits

 

41,903

 

Other accruals

 

1,929

 

Pension plan benefits

 

130,796

 

Step rent liabilities

 

23,066

 

Other noncurrent liabilities

 

10,018

 

5.125% Convertible Senior Notes, due June 15, 2011

 

165,000

 

Related Party Promissory Note, due August 18, 2011

 

10,000

 

9.125% Senior Notes, due December 15, 2011

 

12,840

 

6.750% Convertible Senior Notes, due December 15, 2012

 

255,000

 

11.375% Senior Secured Notes, due August 1, 2015

 

260,000

 

9.375% Notes, due August 1, 2039

 

200,000

 

Other debt

 

2,459

 

Obligations under capital leases

 

45,249

 

Real estate liabilities

 

155,640

 

Total liabilities subject to compromise

 

$

2,416,178

 

 

Liabilities subject to compromise include liabilities related to pre-petition purchases and interest payments, some of which were scheduled for payment in the October 2011 period.  As a result, the October 2011 cash flows from operations were favorably affected by the stay of payment related to the liabilities.

 

Assumed leases

During the four weeks ended October 8, 2011, our Company assumed 52 real estate leases, including leases for subleased locations. In connection with the assumption of the leases, the related liability balances previously classified as “Liabilities subject to compromise” were reclassified to the respective balance sheet captions in our Consolidated Balance Sheet. In addition, all undisputed cure amounts related to these leases in the amount of approximately $1.0 million have been paid to the landlords.

 

Non-Debtor Financing Agreements

Intercompany financing agreements with foreign non-Debtor subsidiaries of $94.1 million are not reflected in the above liabilities subject to compromise table as these amounts were eliminated on a consolidated basis.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

12



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR OCTOBER 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

 

8.              Post-petition Accounts Payable and Accrued Expenses

 

To the best of our knowledge, all undisputed post-petition accounts payable and accrued expenses have been paid, or are being paid under agreed-upon payment terms.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

13



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR OCTOBER 2011

SCHEDULE 1: SCHEDULE OF DISBURSEMENTS

 

Case
Number:

 

Debtor Name:

 

Disbursements for the
four weeks ended
October 8, 2011:

 

087-10-24548

 

APW SUPERMARKETS, INC.

 

$

32,740,975.19

 

087-10-24549

 

THE GREAT ATLANTIC & PACIFIC

 

117,505,956.99

 

087-10-24550

 

2008 BROADWAY, INC.

 

 

087-10-24551

 

AAL REALTY CORPORATION

 

 

087-10-24552

 

ADBRETT CORPORATION

 

 

087-10-24553

 

AMSTERDAM TRUCKING CORPORATION

 

 

087-10-24554

 

APW SUPERMARKET CORPORATION

 

 

087-10-24555

 

BERGEN STREET PATHMARK, INC.

 

 

087-10-24556

 

BEST CELLARS DC, INC.

 

 

087-10-24557

 

BEST CELLARS, INC.

 

174,901.14

 

087-10-24558

 

BEST CELLARS LICENSING, CORP.

 

 

087-10-24559

 

BEST CELLARS MASSACHUSETTS, INC.

 

553.29

 

087-10-24560

 

BEST CELLARS VA, INC.

 

89.69

 

087-10-24561

 

BEV, LTD

 

161,547.28

 

087-10-24562

 

BORMAN’S INC.

 

763,831.63

 

087-10-24563

 

BRIDGE STUART, INC.

 

 

087-10-24564

 

CLAY-PARK REALTY, CORP.

 

 

087-10-24565

 

COMPASS FOODS, INC.

 

 

087-10-24566

 

EAST BRUNSWICK STUART, LLC

 

 

087-10-24567

 

FARMER JACKS OF OHIO, INC.

 

 

087-10-24568

 

FOOD BASICS, INC.

 

6,935,848.21

 

087-10-24569

 

GRAMATAN FOODTOWN CORP.

 

 

087-10-24570

 

GRAPE FINDS AT DUPONT, INC.

 

 

087-10-24571

 

GRAPE FINDS LICENSING, CORP.

 

 

087-10-24572

 

GREENLAWN LAND DVLPMNT, CORP.

 

 

087-10-24573

 

HOPELAWN PROPERTY I, INC.

 

1,251.28

 

087-10-24574

 

KOHL’S FOOD STORES, INC.

 

 

087-10-24575

 

KWIK SAVE, INC.

 

 

087-10-24576

 

LANCASTER PIKE STUART, LLC

 

 

087-10-24577

 

LBRO REALTY, INC.

 

 

087-10-24578

 

MAC DADE BOULEVARD STUART, LLC

 

 

087-10-24579

 

MCLEAN AVENUE PLAZA, CORP.

 

 

087-10-24580

 

MILIK SERVICE COMPANY, LLC

 

 

087-10-24581

 

MONTVALE HOLDINGS, INC.

 

 

087-10-24582

 

N. JERSEY PROPERTIES, INC. VI

 

 

087-10-24583

 

ONPOINT, INC.

 

 

087-10-24584

 

PATHMARK STORE, INC.

 

105,636,413.92

 

087-10-24585

 

PLAINBRIDGE, LLC

 

334,062,275.10

 

087-10-24586

 

SEG STORES, INC.

 

33,562.51

 

087-10-24587

 

SHOPWELL, INC.

 

11,183,212.10

 

087-10-24588

 

SHOPWELL, INC.

 

 

087-10-24589

 

SPRING LANE PRODUCE CORP.

 

 

087-10-24590

 

SUPER FRESH FOOD MARKETS, INC.

 

18,948,720.54

 

087-10-24591

 

SUPER FRESH/SAV A CENTER, INC.

 

5,824.65

 

087-10-24592

 

SUPER MARKET SERVICES, CORP.

 

 

087-10-24593

 

SUPER PLUS FOOD WAREHOUSE, INC.

 

 

087-10-24594

 

SUPERMARKETS OIL COMPANY, INC.

 

 

087-10-24595

 

THE FOOD EMPORIUM, INC.

 

 

087-10-24596

 

THE OLD WINE EMPORIUM

 

192,349.65

 

087-10-24597

 

THE S. DAKOTA GREAT ATLANTIC

 

 

087-10-24598

 

TRADEWELL FOODS OF CONN., INC.

 

544,109.01

 

087-10-24599

 

UPPER DARBY STUART, LLC

 

 

087-10-24600

 

WALDBAUM, INC.

 

1,781,834.96

 

087-10-24601

 

LO-LO DISCOUNT STORES, INC.

 

 

 

 

GRAND TOTALS:

 

$

630,673,257.14

 

 

Certain Debtor entities make disbursements on behalf of the other Debtor entities.  Every effort has been made to accurately represent the disbursements made on behalf of each affiliated debtor.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

14



 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

MONTHLY OPERATING REPORT FOR OCTOBER 2011

SCHEDULE 2: DEBTOR QUESTIONNAIRE

 

 

Must be completed each month. If the answer to any of the questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary.

 

Yes

No

1.

Have any assets been sold or transferred outside the normal course of business this reporting period?

 

 

ü

2.

Have any funds been disbursed from any account other than a debtor-in-possession account this reporting period?

 

ü(a)

 

3.

Is the Debtor delinquent in the timely filing of any post-petition tax returns?

 

 

ü

4.

Are worker compensation, general liability or other necessary insurance coverage expired or cancelled, or has the Debtor received notice of expiration or cancellation of such policies?

 

 

ü

5.

Is the Debtor delinquent in paying any insurance premium payment?

 

 

ü

6.

Have any payments been made on pre-petition liabilities this reporting period?

 

ü(b)

 

7.

Are any post-petition receivables (accounts, notes, or loans) due from related parties?

 

 

ü

8.

Are any post-petition payroll taxes past due?

 

 

ü

9.

Are any post-petition State or Federal income taxes past due?

 

 

ü

10.

Are any post-petition real estate taxes past due?

 

ü(c)

 

11.

Are any other post-petition taxes past due?

 

 

ü

12.

Have any pre-petition taxes been paid during this reporting period?

 

ü(d)

 

13.

Are any amounts owed to post-petition creditors delinquent?

 

 

ü

14.

Are any wage payments past due?

 

ü(e)

 

15.

Have any post-petition loans been received by the Debtor from any party?

 

 

ü

16.

Is the Debtor delinquent in paying any U.S. Trustee fees?

 

 

ü

17.

Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?

 

 

ü

18.

Have the owners or shareholder received any compensation outside of the normal course of business?

 

 

ü

 


Explanations to “Yes” answers:

 

 

(a)

Funds have been disbursed from our Non-Debtor subsidiaries in the normal course of operations to the Bermuda Government Authorities.

(b)

Payments made on certain pre-petition liabilities were made pursuant to various court orders.

(c)

Certain post-petition taxes related to closed locations were not paid during the bankruptcy while lease assumption and rejection decisions were completed.

(d)

Due to the assumption of real estate leases (refer to Note 7 - Liabilities Subject to Compromise), landlords were reimbursed for pre-petition real estate taxes paid on our behalf as cure amounts.

(e)

Certain severance payments have not been made and have been classified as part of “Liabilities subject to compromise”; however, wage payments for existing employees are current.

 

(1) See Schedule 1 for a listing of Debtor by case number.

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

15


 


 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR OCTOBER 2011

SCHEDULE 3: CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE FOUR WEEKS ENDED OCTOBER 8, 2011

(Unaudited - in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

APW Supermarket

 

Bev LTD

 

Borman’s Inc

 

Shopwell

 

Super Fresh/Sav

 

Super Fresh

 

The Great A&P

 

The Old Wine

 

Tradewell Foods

 

Waldbaums Inc

 

US Food Basics

 

 

 

 

 

 

 

 

 

 

 

-A-Center

 

Food Markets

 

Tea Co

 

Emporium

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10-24548

 

10-24561

 

10-24562

 

10-24587

 

10-24591

 

10-24590

 

10-245549

 

10-24596

 

10-24598

 

10-24600

 

10-24568

 

Sales

$

86,588

$

164

$

-     

$

20,176

$

-     

$

38,754

$

137,171

$

218

$

1,263

$

2,728

$

18,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of merchandise sold

 

(62,204)

 

(131)

 

-     

 

(11,368)

 

-     

 

(27,446)

 

(97,004)

 

(174)

 

(856)

 

(1,906)

 

(15,091)

 

Gross margin

 

24,384

 

33

 

-     

 

8,808

 

-     

 

11,308

 

40,167

 

44

 

407

 

822

 

2,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Store operating, general and administrative expense

 

(27,295)

 

(47)

 

(2)

 

(7,670)

 

-     

 

(12,522)

 

(43,449)

 

(49)

 

(384)

 

(734)

 

(3,235)

 

(Loss) income from continuing operations before interest expense and reorganization items

 

(2,911)

 

(14)

 

(2)

 

1,138

 

-     

 

(1,214)

 

(3,282)

 

(5)

 

23

 

88

 

(239)

 

Interest expense

 

(371)

 

-     

 

-     

 

-     

 

-     

 

(163)

 

(9,831)

 

-     

 

-     

 

(517)

 

(122)

 

Reorganization items

 

(109)

 

-     

 

-     

 

-     

 

-     

 

(23)

 

(3,742)

 

-     

 

-     

 

-     

 

-     

 

(Loss) income from continuing operations before provision for income taxes

 

(3,391)

 

(14)

 

(2)

 

1,138

 

-     

 

(1,400)

 

(16,855)

 

(5)

 

23

 

(429)

 

(361)

 

Provision for income taxes

 

-     

 

-     

 

-     

 

-     

 

-     

 

-     

 

(35)

 

-     

 

-     

 

-     

 

-     

 

(Loss) income from continuing operations

 

(3,391)

 

(14)

 

(2)

 

1,138

 

-     

 

(1,400)

 

(16,890)

 

(5)

 

23

 

(429)

 

(361)

 

(Loss) income from operations of discontinued businesses

 

-     

 

-     

 

(242)

 

-     

 

2

 

-     

 

-     

 

-     

 

-     

 

-     

 

-     

 

(Loss) income from discontinued operations

 

-     

 

-     

 

(242)

 

-     

 

2

 

-     

 

-     

 

-     

 

-     

 

-     

 

-     

 

Net (loss) income

$

(3,391)

$

(14)

$

(244)

$

1,138

$

2

$

(1,400)

$

(16,890)

$

(5)

$

23

$

(429)

$

(361)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

16



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pathmark Inc

 

Plainbridge

 

E Brusnswick

 

Best Cellars

 

SEG

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

10-24584

 

10-24585

 

10-24566

 

10-24557

 

10-24586

 

 

$

 219,424

$

-     

$

-     

$

176

$

-     

$

524,749

 

 

 

 

 

 

 

 

 

 

 

 

 

(162,807)

 

-     

 

-     

 

(105)

 

-     

 

(379,092)

 

56,617

 

-     

 

-     

 

71

 

-     

 

145,657

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(68,819)

 

(824)

 

47

 

(65)

 

11

 

(165,037)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,202)

 

(824)

 

47

 

6

 

11

 

(19,380)

 

(1,926)

 

-     

 

-     

 

-     

 

-     

 

(12,930)

 

(20)

 

-     

 

-     

 

-     

 

-     

 

(3,894)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,148)

 

(824)

 

47

 

6

 

11

 

(36,204)

 

-     

 

-     

 

-     

 

-     

 

-     

 

(35)

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,148)

 

(824)

 

47

 

6

 

11

 

(36,239)

 

 

 

 

 

 

 

 

 

 

 

 

 

-     

 

-     

 

-     

 

-     

 

-     

 

(240)

 

 

 

 

 

 

 

 

 

 

 

 

 

-     

 

-     

 

-     

 

-     

 

-     

 

(240)

$

 (14,148)

$

(824)

$

47

$

6

$

11

$

(36,479)

 

 

 

 

 

 

 

 

 

 

 

 

 

Case No. 10-24549 (RDD) Jointly Administered

 

16


 


 

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR OCTOBER 2011

SCHEDULE 4: CONSOLIDATING BALANCE SHEETS

AS OF OCTOBER 8, 2011

(Unaudited - in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

APW Supermarket

 

Bev LTD

 

Borman’s Inc

 

Farmer Jacks

 

Hopelawn

 

Kohl’s Food

 

Shopwell

 

Super Fresh/Sav

 

Super Fresh

 

The Great A&P

 

The Old Wine

 

Tradewell Foods

 

Waldbaums Inc

 

US Food Basics

 

 

 

 

 

 

 

 

 

 

of Ohio

 

Property I Inc

 

Stores

 

 

 

-A-Center

 

Food Markets

 

Tea Co.

 

Emporium

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10-24548

 

10-24561

 

10-24562

 

10-24567

 

10-24573

 

10-24574

 

10-24587

 

10-24591

 

10-24590

 

10-245549

 

10-24596

 

10-24598

 

10-24600

 

10-24568

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

5,008

 

$

10

 

$

-

 

$

-

 

$

-

 

$

-

 

$

724

 

$

-

 

$

2,232

 

$

203,447

 

$

24

 

$

29

 

$

108

 

$

796

 

Restricted cash

 

 

 

201

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

4,105

 

 

-

 

 

-

 

 

-

 

 

84

 

Accounts receivable, net

 

 

 

7,686

 

 

1

 

 

5

 

 

-

 

 

-

 

 

-

 

 

1,018

 

 

-

 

 

5,455

 

 

110,560

 

 

1

 

 

33

 

 

608

 

 

779

 

Inventories, net

 

 

 

60,757

 

 

521

 

 

-

 

 

-

 

 

-

 

 

-

 

 

8,369

 

 

-

 

 

30,254

 

 

135,726

 

 

526

 

 

764

 

 

2,138

 

 

9,891

 

Prepaid expenses and other current assets

 

 

 

3,171

 

 

9

 

 

-

 

 

-

 

 

-

 

 

-

 

 

4,081

 

 

-

 

 

1,730

 

 

21,752

 

 

7

 

 

91

 

 

693

 

 

505

 

Total current assets

 

 

 

76,823

 

 

541

 

 

5

 

 

-

 

 

-

 

 

-

 

 

14,192

 

 

-

 

 

39,671

 

 

475,590

 

 

558

 

 

917

 

 

3,547

 

 

12,055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property owned, net

 

 

 

108,461

 

 

368

 

 

481

 

 

-

 

 

-

 

 

-

 

 

28,682

 

 

-

 

 

52,962

 

 

198,528

 

 

32

 

 

836

 

 

19,770

 

 

25,774

 

Property leased under capital leases, net

 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

4,823

 

 

-

 

 

-

 

 

-

 

 

-

 

Property, net

 

 

 

108,461

 

 

368

 

 

481

 

 

-

 

 

-

 

 

-

 

 

28,682

 

 

-

 

 

52,962

 

 

203,351

 

 

32

 

 

836

 

 

19,770

 

 

25,774

 

Goodwill

 

 

 

31,487

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

12,110

 

 

-

 

 

-

 

 

33,042

 

 

-

 

 

-

 

 

27,798

 

 

4,147

 

Intangible assets, net

 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

Other assets

 

 

 

3,424

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

1,626

 

 

-

 

 

450

 

 

81,283

 

 

-

 

 

10

 

 

45

 

 

479

 

Total assets

 

 

$

220,195

 

$

909

 

$

486

 

$

-

 

$

-

 

$

-

 

$

56,610

 

$

-

 

$

93,083

 

$

793,266

 

$

590

 

$

1,763

 

$

51,160

 

$

42,455

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debtor-in-possession credit agreement

 

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

350,000

 

$

-

 

$

-

 

$

-

 

$

-

 

Current portion of obligations under capital leases

 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

593

 

 

-

 

 

-

 

 

-

 

 

-

 

Current portion of real estate liabilities

 

 

 

413

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

71

 

 

39

 

 

-

 

 

-

 

 

-

 

 

(63)

 

Accounts payable

 

 

 

15,915

 

 

48

 

 

(1)

 

 

-

 

 

-

 

 

-

 

 

4,857

 

 

-

 

 

5,171

 

 

36,899

 

 

142

 

 

219

 

 

511

 

 

7,568

 

Book overdrafts

 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

21,056

 

 

-

 

 

-

 

 

-

 

 

-

 

Accrued salaries, wages and benefits

 

 

 

12,897

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

2,777

 

 

-

 

 

6,439

 

 

40,557

 

 

9

 

 

157

 

 

276

 

 

550

 

Accrued taxes

 

 

 

3,205

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

1,447

 

 

-

 

 

758

 

 

22,322

 

 

19

 

 

27

 

 

80

 

 

492

 

Other accrued liabilities

 

 

 

5,639

 

 

13

 

 

-

 

 

-

 

 

-

 

 

-

 

 

797

 

 

-

 

 

1,943

 

 

161,831

 

 

2

 

 

193

 

 

446

 

 

1,039

 

Total current liabilities

 

 

 

38,069

 

 

61

 

 

(1)

 

 

-

 

 

-

 

 

-

 

 

9,878

 

 

-

 

 

14,382

 

 

633,297

 

 

172

 

 

596

 

 

1,313

 

 

9,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term obligations under capital leases

 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

9,237

 

 

-

 

 

-

 

 

-

 

 

-

 

Long-term real estate liabilities

 

 

 

29,414

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

12,591

 

 

72,734

 

 

-

 

 

-

 

 

-

 

 

6,627

 

Deferred real estate income

 

 

 

4,898

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

1,610

 

 

5,819

 

 

-

 

 

1,117

 

 

2,604

 

 

27

 

Other non-current liabilities

 

 

 

8,132

 

 

1

 

 

-

 

 

-

 

 

-

 

 

-

 

 

3,950

 

 

-

 

 

1,329

 

 

45,830

 

 

-

 

 

399

 

 

137

 

 

30

 

Intercompany, net

 

 

 

(386,723)

 

 

2,136

 

 

147,218

 

 

37,144

 

 

20,318

 

 

(281,284)

 

 

(261,366)

 

 

(29,706)

 

 

224,639

 

 

(316,608)

 

 

1,004

 

 

(8,602)

 

 

(99,064)