5 Exceptional loss on related party default guarantee
00 Ahold ANNUAL REPORT 2002 119
BOARD GOVERNANCE HIGHLIGHTS OPERATING REVIEW FINANCIAL INVESTOR REL AT IONS
interest charges and other related transactions. To calculate earnings per share, the Company has included shares issued
in the September 2001 equity offering, used to finance the acquisition of Alliant, and the equity issued to acquire
Superdiplo:
2002
2001
2000
Pro forma statement of operations data
(unaudited)
(unaudited)
(unaudited)
Net sales
63,299
61,034
55,819
Income before interest and taxes
262
2,060
1,905
Net income (loss) after preferred dividends
(1,369)
440
960
Net income (loss) per common share - basic
(1.48)
0.51
1.16
Net income (loss) per common share - diluted
(1.48)
0.50
1.08
The pro forma financial information does not necessarily reflect the results of operations that would have occurred had
Ahold, DAIH, Alliant, U.S. Foodservice, Superdiplo and PYA/Monarch constituted a consolidated entity during such
periods. See Note 2. All pro forma financial data for 2001 and 2000 are based on the restated historical financial
information for these years as described in Note 3. All historical figures shown are actual or, for purposes of comparision
restated fiscal 2002, 2001 and 2000 figures. The purchase price paid for all transactions reflects future growth
expectations and is not based on historical data. The unaudited pro forma earnings data do not reflect the anticipated
synergies from actual integration into Ahold and stand-alone improvements in operating results. The combined pro forma
impact of the remaining acquisitions referred to elsewhere in Note 4 would not be significantly different from the historical
information.
In January 1998, Ahold purchased a 50% interest in DAIH from VRH, a subsidiary of the Velox Group, for USD 368
(EUR 408). The Velox Group, which was controlled by the Peirano family, also had significant banking activities in
Argentina and Uruguay. At the time of Ahold's purchase of its interest in DAIH, DAIH owned 50.35% of Disco S.A.
and 36.96% of Santa Isabel S.A.
At the time of Ahold's purchase of its interest in DAIH, a subsidiary of Ahold, Croesus, Inc. (formerly Ahold U.S.A., Inc.)
("Croesus"), provided a USD 100 loan to VRH bearing interest at 6% per annum and maturing on January 13, 2008 (the
"USD 100 Loan"). The USD 100 Loan was secured by a pledge of 500 shares of DAIH owned by VRH. Pursuant to the
terms of a Note Sale Agreement and Transfer Deed, dated August 3, 1998 (the "Note Sale Agreement"), Croesus sold all
of its rights under the USD 100 Loan to Stichting Philips Pensioen Fonds and Nationale Nederlanden Levensverzekering
Maatschappij (the "Institutional Investors") and all other related rights (including the rights of Croesus related to the
pledged 500 shares of DAIH) for USD 99 (EUR 110). Under the Note Sale Agreement, upon the occurrence of certain
events, including a payment default by VRH on other indebtedness, the Institutional Investors had the right to sell to
Ahold all of the Institutional Investors' rights in respect of the USD 100 Loan at a price equal to the outstanding principal
amount of the USD 100 Loan, together with interest accrued to the sale date, plus a contractually required payment for
breakage costs.
Subsequently, VRH obtained the following additional loans from various financial institutions (the "Lenders") (collectively,
the "Secured Bank Loans"):
- on September 1, 1999, a USD 190 loan, of which VRH borrowed USD 177, bearing interest per annum at LIBOR plus a
margin of 52.5 to 102.5 basis points (depending upon the long-term senior unsecured debt rating for Ahold), maturing
on September 1, 2000, subject to extensions for additional one-year terms, and secured by a pledge of 763 shares of
DAIH owned by VRH;
- on December 15, 1999, a USD 38 loan, bearing interest per annum at LIBOR plus a margin of 100 basis points,
maturing on December 16, 2000, subject to extensions for additional one-year terms, and secured by a pledge of
156 shares of DAIH owned by VRH;
- on April 27, 2000, a USD 38 loan, bearing interest per annum at LIBOR plus a margin of 100 basis points, maturing
on April 28, 2001, subject to extensions for additional one-year terms, and secured by a pledge of 156 shares of DAIH
owned by VRH;
