10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 29, 2012

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-11735

99¢ ONLY STORES

(Exact Name of Registrant as Specified in Its Charter)

California (State or Other Jurisdiction of Incorporation or Organization) 95-2411605 (I.R.S. Employer Identification No.)

4000 Union Pacific Avenue, City of Commerce, California (Address of Principal Executive Offices) 90023 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (323) 980-8145

Former name, address and fiscal year, if changed since last report

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

As of February 4, 2013, there were 100 shares of the registrant’s Class A Common Stock, par value $0.01 per share, outstanding and 100 shares of registrant’s Class B Common Stock, par value $0.01 per share, outstanding, none of which are publicly traded.

99¢ ONLY STORES

Form 10-Q

Table of Contents

		Page
	Part I - Financial Information
Item 1.	Financial Statements	4
	Consolidated Balance Sheets as of December 29, 2012 (unaudited) and March 31, 2012	4
	Consolidated Statements of Comprehensive Income for the third quarter and three quarters ended December 29, 2012 (Successor) (unaudited) and December 31, 2011(Predecessor) (unaudited)	5
	Consolidated Statements of Cash Flows for the three quarters ended December 29, 2012 (Successor) (unaudited) and December 31, 2011 (Predecessor) (unaudited)	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44
	Part II — Other Information
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	45
	Signatures	48

2

FORWARD-LOOKING INFORMATION

This Report on Form 10-Q contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.  The words “expect,” “estimate,” “anticipate,” “predict,” “believe” and similar expressions and variations thereof are intended to identify forward-looking statements.  Such statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of 99¢ Only Stores (the “Company”) and its directors or officers with respect to, among other things, (a) trends affecting the financial condition or results of operations of the Company, and (b) the business and growth strategies of the Company (including the Company’s store opening growth rate).  Readers are cautioned not to put undue reliance on such forward-looking statements.  Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this Report, for the reasons, among others, discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections.  The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.  Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission (the “SEC”) or posts on the Company’s website, including the Company’s Registration Statement on Form S-4 (File No. 333-182582) declared effective on October 9, 2012 containing the Company’s most recent audited financial statements for the fiscal year ended March 31, 2012.

3

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

99¢ ONLY STORES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	December 29,2012			March 31, 2012
	(Unaudited)
ASSETS
Current Assets:
Cash	$	35,677		$	27,766
Short-term investments	476			3,631
Accounts receivable, net of allowance for doubtful accounts of $343 and $280 at December 29, 2012 and March 31, 2012, respectively	1,306			2,999
Income taxes receivable	17,680			6,868
Deferred income taxes	24,091			25,843
Inventories, net	239,243			214,318
Assets held for sale	2,621			6,849
Other	13,002			11,297
Total current assets	334,096			299,571
Property and equipment, net	475,992			476,525
Deferred financing costs, net	21,730			30,400
Intangible assets, net	472,878			477,434
Goodwill	471,750			471,513
Deposits and other assets	14,380			12,598
Total assets	$	1,790,826		$	1,768,041
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	57,752		$	41,407
Payroll and payroll-related	19,268			15,580
Sales tax	7,929			6,128
Other accrued expenses	22,699			30,569
Workers’ compensation	37,533			39,024
Current portion of long-term debt	5,237			5,250
Current portion of capital lease obligation	81			77
Total current liabilities	150,499			138,035
Long-term debt, net of current portion	754,020			758,351
Unfavorable lease commitments, net	15,865			18,959
Deferred rent	4,253			798
Deferred compensation liability	5,212			5,136
Capital lease obligation, net of current portion	292			354
Long-term deferred income taxes	216,828			214,874
Other liabilities	3,780			767
Total liabilities	1,150,749			1,137,274
Commitments and contingencies (Note 13)
Shareholders’ Equity:
Preferred stock, no par value — authorized, 1,000 shares; no shares issued or outstanding	—			—
Common stock $0.01 par value — Class A authorized, 1,000 shares; issued and outstanding, 100 shares and Class B authorized, 1,000 shares; issued and outstanding, 100 shares at December 29, 2012 and March 31, 2012, respectively	—			—
Additional paid-in capital	638,465			636,037
Retained earnings (deficit)	2,718			(5,293		)
Other comprehensive (loss) income	(1,106		)	23
Total shareholders’ equity	640,077			630,767
Total liabilities and shareholders’ equity	$	1,790,826		$	1,768,041

The accompanying notes are an integral part of these consolidated financial statements.

4

99¢ ONLY STORES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	For the Third Quarter Ended						For the Three Quarters Ended
	December 29,  2012			December 31,  2011			December 29,  2012			December 31,  2011
	(Successor)			(Predecessor)			(Successor)			(Predecessor)
Net Sales:
99¢ Only Stores	$	427,102		$	393,263		$	1,198,131		$	1,103,027
Bargain Wholesale	12,388			10,657			35,672			32,271
Total sales	439,490			403,920			1,233,803			1,135,298
Cost of sales (excluding depreciation and amortization expense shown separately below)	264,231			238,705			750,832			675,489
Gross profit	175,259			165,215			482,971			459,809
Selling, general and administrative expenses:
Operating expenses	126,012			120,605			365,145			348,538
Depreciation	14,290			7,064			41,973			20,758
Amortization of intangible assets	442			4			1,325			13
Total selling, general and administrative expenses	140,744			127,673			408,443			369,309
Operating income	34,515			37,542			74,528			90,500
Other (income) expense:
Interest income	(29		)	(79		)	(288		)	(281		)
Interest expense	14,747			40			45,861			375
Other-than-temporary investment impairment due to credit losses	—			314			—			345
Loss on extinguishment of debt	—			—			16,346			—
Other	252			(11		)	319			(73		)
Total other expense, net	14,970			264			62,238			366
Income before provision for income taxes	19,545			37,278			12,290			90,134
Provision for income taxes	6,853			15,103			4,279			35,162
Net income	$	12,692		$	22,175		$	8,011		$	54,972
Other comprehensive (loss) income, net of tax:
Unrealized holding gains on securities arising during period	—			167			4			29
Unrealized losses on interest rate cash flow hedge	(92		)	—			(1,109		)	—
Less: reclassification adjustment included in net income	(19		)	182			(24		)	164
Other comprehensive (loss) income, net of tax	(111		)	349			(1,129		)	193
Comprehensive income	$	12,581		$	22,524		$	6,882		$	55,165

The accompanying notes are an integral part of these consolidated financial statements.

5

99¢ ONLY STORES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the Three Quarters Ended
	December 29, 2012			December 31, 2011
	(Successor)			(Predecessor)
Cash flows from operating activities:
Net income	$	8,011		$	54,972
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	41,973			20,758
Amortization of deferred financing costs and accretion of OID	3,138			—
Amortization of intangible assets	1,325			13
Amortization of favorable/unfavorable leases, net	137			—
Loss on extinguishment of debt	16,346			—
Loss on disposal of fixed assets	681			8
Loss on interest rate hedge	719			—
Investments impairment	—			345
Excess tax benefit from share-based payment arrangements	—			(1,383		)
Deferred income taxes	781			(7,838		)
Stock-based compensation expense	2,428			1,777
Changes in assets and liabilities associated with operating activities:
Accounts receivable	1,700			(1,128		)
Inventories	(24,940		)	(46,785		)
Deposits and other assets	(3,167		)	(6		)
Accounts payable	11,439			2,037
Accrued expenses	(2,395		)	9,105
Accrued workers’ compensation	(1,491		)	(2,884		)
Income taxes	(7,372		)	13,888
Deferred rent	3,455			1,179
Other long-term liabilities	(104		)	—
Net cash provided by operating activities	52,664			44,058
Cash flows from investing activities:
Purchases of property and equipment	(44,428		)	(33,248		)
Proceeds from sale of property and fixed assets	12,044			95
Purchases of investments	(1,525		)	(50,927		)
Proceeds from sale of investments	4,372			49,969
Net cash used in investing activities	(29,537		)	(34,111		)
Cash flows from financing activities:
Payment of debt	(3,928		)	—
Payment of debt issuance costs	(11,230		)	—
Payments of capital lease obligation	(58		)	(54		)
Repurchases of common stock related to issuance of Performance Stock Units	—			(1,744		)
Proceeds from exercise of stock options	—			3,338
Excess tax benefit from share-based payment arrangements	—			1,383
Net cash (used in) provided by financing activities	(15,216		)	2,923
Net increase in cash	7,911			12,870
Cash - beginning of period	27,766			16,723
Cash - end of period	$	35,677		$	29,593
Supplemental cash flow information:
Income taxes paid	$	10,872		$	22,059
Interest paid	$	47,019		$	286
Non-cash investing activities for purchases of property and equipment	$	(4,906	)	$	1,295

The accompanying notes are an integral part of these consolidated financial statements.

6

99¢ ONLY STORES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Basis of Presentation and Summary of Significant Accounting Policies

Nature of Business

On January 13, 2012, pursuant to the Agreement and Plan of Merger (the “Merger”), dated as of October 11, 2011, by and among 99¢ Only Stores (the “Company”), Number Holdings, Inc., a Delaware corporation (“Parent”), and Number Merger Sub, Inc. (“Merger Sub”) a subsidiary of Parent, the Merger was consummated.  Merger Sub merged with and into 99¢ Only Stores, with 99¢ Only Stores being the surviving corporation.  As a result of the Merger, the Company became a subsidiary of Parent.  Parent is controlled by affiliates of Ares Management LLC, Canada Pension Plan Investment Board (together, the “Sponsors”) and Eric Schiffer, the Company’s former Chief Executive Officer, Jeff Gold, the Company’s former President and Chief Administrative Officer, Howard Gold, the Company’s former Executive Vice President, Karen Schiffer and The Gold Revocable Trust dated October 26, 2005 (collectively, the “Rollover Investors”).  As a result of the Merger, the Company’s common stock was delisted from the New York Stock Exchange and the Company ceased to be a publicly held or traded corporation.  See Note 2 for more information regarding the Merger.

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  However, certain information and footnote disclosures normally included in financial statements prepared in conformity with GAAP have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  These statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Registration Statement on Form S-4 (File No. 333-182582) declared effective on October 9, 2012 (the “Registration Statement”).  In the opinion of the Company’s management, these interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the consolidated financial position and results of operations for each of the periods presented.  The results of operations and cash flows for such periods are not necessarily indicative of results to be expected for the full fiscal year ending March 30, 2013 (“fiscal 2013”).

The Company is incorporated in the State of California.  The Company is an extreme value retailer of primarily consumable and general merchandise with an emphasis on name-brand products.  As of December 29, 2012, the Company operated 309 retail stores with 225 in California, 39 in Texas, 29 in Arizona, and 16 in Nevada.  The Company is also a wholesale distributor of various products.

Fiscal Periods

The Company follows a fiscal calendar consisting of four quarters with 91 days, each ending on the Saturday closest to the calendar quarter-end, and a 52-week fiscal year with 364 days, with a 53-week year every five to six years.  Unless otherwise stated, references to years in this Report relate to fiscal years rather than calendar years.  On January 13, 2012, the Company completed the Merger.  The accompanying consolidated financial statements are presented for the “Predecessor” and “Successor” relating to the periods preceding and succeeding the Merger, respectively.  Fiscal 2013 began on April 1, 2012 and will end on March 30, 2013 and will consist of 52 weeks.  The Company’s fiscal year ended March 31, 2012 (“fiscal 2012”) consisted of the Successor period from January 15, 2012 to March 31, 2012 and the Predecessor period from April 3, 2011 to January 14, 2012, for a total of 52 weeks. The third quarter ended December 29, 2012 (the “third quarter of fiscal 2013”) and third quarter ended December 31, 2011 (the “third quarter of fiscal 2012”) were each comprised of 91 days.  The period ended December 29, 2012 (the “first three quarters of fiscal 2013”) and the period ended December 31, 2011 (the “first three quarters of fiscal 2012”) were each comprised of 273 days.

Use of Estimates

The preparation of the consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure 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 these estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

7

Cash

For purposes of reporting cash flows, cash includes cash on hand and at the stores and cash in financial institutions.  The majority of payments due from financial institutions for the settlement of debit card and credit card transactions process within three business days and therefore are classified as cash.  Cash balances held at financial institutions, at times, may exceed federally insured limits.  The Company has not experienced any losses in such accounts.  All non-interest bearing cash balances were fully insured at December 29, 2012 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012.  Under the program, there is no limit to the amount of insurance for eligible accounts.  Beginning in calendar 2013, insurance coverage will revert to $250,000 per depositor at each financial institution, and non-interest bearing cash balances may again exceed federally insured limits.  The Company’s interest-bearing amounts on deposit are not insured by the Federal Deposit Insurance Corporation.  The Company places its temporary cash investments with what it believes to be high credit, quality financial institutions.

Allowance for Doubtful Accounts

In connection with its wholesale business, the Company evaluates the collectability of accounts receivable based on a combination of factors.  In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected.  For all other customers and tenants, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and the Company’s historical experiences.

Investments

The Company’s investments in debt and equity securities are classified as available-for-sale and are comprised primarily of money market funds and auction rate securities.

Investment securities are recorded as required by Accounting Standard Codification (“ASC”) 320, “Investments-Debt and Equity Securities.”  These investments are carried at fair value, based on quoted market prices or other readily available market information.  Investments are adjusted for the amortization of premiums or discounts to maturity and such amortization is included in interest income.  Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income, which is a separate component of shareholders’ equity in the Company’s Consolidated Balance Sheets.  Gains and losses are recognized when realized in the Company’s Consolidated Statements of Comprehensive Income.  When it is determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in earnings.

Inventories

Inventories are valued at the lower of cost (first in, first out) or market.  Valuation allowances for shrinkage as well as excess and obsolete inventory are also recorded.  Shrinkage is estimated as a percentage of sales for the period from the last physical inventory date to the end of the applicable period.  Such estimates are based on experience and the most recent physical inventory results.  Physical inventories are taken at each of the Company’s retail stores at least once a year.  Additional store-level physical inventories are taken by the service companies from time to time based on a particular store’s performance and/or book inventory balance.  The Company also performs inventory reviews and analysis on a quarterly basis for both warehouse and store inventory to determine inventory valuation allowances for excess and obsolete inventory.  The Company’s policy is to analyze all items held in inventory that would not be sold through at current sales rates over a 24 month period to determine what merchandise should be reserved for as excess and obsolete.  The valuation allowances for excess and obsolete inventory in many locations (including various warehouses, store backrooms, and sales floors of its stores), require management judgment and estimates that may impact the ending inventory valuation and valuation allowances that may affect the reported gross margin for the period.

In order to obtain inventory at attractive prices, the Company takes advantage of large volume purchases, closeouts and other similar purchase opportunities.  As such, the Company’s inventory fluctuates from period to period and the inventory balances vary based on the timing and availability of such opportunities.

At times, the Company also makes large block purchases of inventory that it plans to sell over a period of longer than twelve months.  At each of December 29, 2012 and March 31, 2012, the Company held inventory of specific products identified as expected to sell over a period that exceeds twelve months in the amounts of approximately $6.4 million, which is included in deposits and other assets in the consolidated financial statements.

8

Property and Equipment

Property and equipment are carried at cost and are depreciated or amortized on a straight-line basis over the following useful lives:

Owned buildings and improvements	Lesser of 30 years or the estimated useful life of the improvement
Leasehold improvements	Lesser of the estimated useful life of the improvement or remaining lease term
Fixtures and equipment	5 years
Transportation equipment	3-5 years
Information technology systems	For major corporate systems, estimated useful life up to 7 years; for functional stand alone systems, estimated useful life up to 5 years

The Company’s policy is to capitalize expenditures that materially increase asset lives and expense ordinary repairs and maintenance as incurred.

Long-Lived Assets

In accordance with ASC 360, “Property, Plant and Equipment,” the Company assesses the impairment of long-lived assets quarterly or when events or changes in circumstances indicate that the carrying value may not be recoverable.  Recoverability is measured by comparing the carrying amount of an asset to expected future net cash flows generated by the asset.  If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, the carrying amount is compared to its fair value and an impairment charge is recognized to the extent of the difference.  Factors that the Company considers important that could individually or in combination trigger an impairment review include the following: (1) significant underperformance relative to expected historical or projected future operating results; (2) significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business; and (3) significant changes in the Company’s business strategies and/or negative industry or economic trends.  On a quarterly basis, the Company assesses whether events or changes in circumstances occur that potentially indicate that the carrying value of long-lived assets may not be recoverable (Level 3 measurement, see Note 9).  Considerable management judgment is necessary to estimate projected future operating cash flows.  Accordingly, if actual results fall short of such estimates, significant future impairments could result.  During the first three quarters of fiscal 2013 and fiscal 2012, the Company did not record any asset impairment charges.

Goodwill and Other Intangible Assets

In connection with the Merger purchase price allocation, the fair values of long-lived and intangible assets have been determined based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases were obtained from independent professional valuation experts.  Under ASC 350, “Intangibles — Goodwill and Other” the Company amortizes intangible assets over their estimated useful lives unless such lives are deemed indefinite.

Goodwill and indefinite-lived intangible assets are not amortized but instead tested annually for impairment or more frequently when events or changes in circumstances indicate that the assets might be impaired.  Goodwill is tested for impairment by comparing the carrying amount of the reporting unit to the fair value of the reporting unit to which the goodwill is assigned.  Under Accounting Standards Update (“ASU”) 2011-8 (effective December 15, 2011), which amends the guidance in ASC 350-20 on testing goodwill for impairment, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step one of the goodwill impairment test).  If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required.  This amendment does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment.  In addition, there is no amendment to the requirement to test goodwill for impairment between annual tests if events or circumstances warrant; however, it does revise the examples of events and circumstances that an entity should consider.

The Company will perform an assessment for impairment during the fourth quarter of fiscal 2013, and annually thereafter.  In the event that the Company does not perform a qualitative assessment or a qualitative assessment indicates that goodwill has been impaired, then the two-step test is used to identify the potential impairment and to measure the amount of impairment, if any.  The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill.  If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, goodwill is impaired and the loss is measured by performing step two.  Under step two, the impairment loss is measured by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill.  Management has determined that the Company’s has two reporting units, the wholesale reporting unit and the retail reporting unit.

9

Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on undiscounted cash flows, and, if impaired, written down to fair value based on either discounted cash flows or appraised values.  Significant judgment is required in determining whether a potential indicator of impairment of long-lived assets exists and in estimating future cash flows used in the impairment tests.

Derivatives

The Company accounts for derivative financial instruments in accordance with accounting ASC 815, “Derivatives and Hedging.”  All financial instrument positions taken by the Company are intended to be used to manage risks associated with interest rate exposures.

The Company’s derivative financial instruments are recorded on the balance sheet at fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity.  Changes in the fair values of derivatives are recorded in net earnings or other comprehensive income (“OCI”), based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction.  Gains or losses on derivative instruments reported in accumulated other comprehensive income are reclassified to earnings in the period the hedged item affects earnings.  Any ineffectiveness is recognized in earnings in the period incurred.

Purchase Accounting

Under ASC 805, “Business Combinations” the Company’s assets and liabilities have been accounted for at their estimated fair values as of the date of the Merger.  The aggregate purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based upon an assessment of their relative fair value as of the Merger date.  These estimates of fair values, the allocation of the purchase price and other factors related to the accounting for the Merger are subject to significant judgments and the use of estimates.

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, “Income Taxes” (“ASC 740”).  Under the liability method, deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities.  ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the net deferred tax assets will not be realized.  The Company’s ability to realize deferred tax assets is assessed throughout the year and a valuation allowance is established accordingly.  ASC 740 requires the Company to recognize the impact of a tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position.  The Company recognizes potential interest and penalties related to uncertain tax positions in income tax expense.

Stock-Based Compensation

The Company accounts for stock-based compensation expense under the fair value recognition provisions of ASC 718, “Compensation-Stock Compensation” (“ASC 718”).  ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model.  The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods.  The Company estimates the fair value for each option award as of the date of grant using the Black-Scholes option pricing model.  The Black-Scholes model considers, among other factors, the expected life of the award and the expected volatility of the stock price.  Stock options are generally granted to employees at exercise prices equal to the fair market value of the stock at the dates of grant.

Revenue Recognition

The Company recognizes retail sales in its retail stores at the time the customer takes possession of merchandise.  All sales are net of discounts and returns, and exclude sales tax.  Wholesale sales are recognized in accordance with the shipping terms agreed upon on the purchase order.  Wholesale sales are typically recognized free on board origin, where title and risk of loss pass to the buyer when the merchandise leaves the Company’s distribution facility.

The Company has a gift card program.  The Company does not charge administrative fees on gift cards and the Company’s gift cards do not have expiration dates.  The Company records the sale of gift cards as a current liability and recognizes a sale when a customer redeems a gift card.  The liability for outstanding gift cards is recorded in accrued expenses.  The Company has not recorded any breakage income related to its gift card program.

10

Cost of Sales

Cost of sales includes the cost of inventory, freight in, inter-state warehouse transportation costs, obsolescence, spoilage, scrap and inventory shrinkage, and is net of discounts and allowances.  Cash discounts for satisfying early payment terms are recognized when payment is made, and allowances and rebates based upon milestone achievements such as reaching a certain volume of purchases of a vendor’s products are included as a reduction of cost of sales when such contractual milestones are reached in accordance with ASC 605-50-25, “Revenue Recognition-Customer Payments and Incentives-Recognition.”  In addition, the Company analyzes its inventory levels and the related cash discounts received to arrive at a value for cash discounts to be included in the inventory balance.  The Company does not include purchasing, receiving and distribution warehouse costs in its cost of sales.  Due to this classification, the Company’s gross profit rates may not be comparable to those of other retailers that include costs related to their distribution network in cost of sales.

Operating Expenses

Selling, general and administrative expenses include purchasing, receiving, inspection and warehouse costs, the costs of selling merchandise in stores (payroll and associated costs, occupancy and other store-level costs), distribution costs (payroll and associated costs, occupancy, transportation to and from stores and other distribution-related costs) and corporate costs (payroll and associated costs, occupancy, advertising, professional fees and other corporate administrative costs).

Leases

The Company follows the policy of capitalizing allowable expenditures that relate to the acquisition and signing of its retail store leases.  These costs are amortized on a straight-line basis over the applicable lease term.

The Company recognizes rent expense for operating leases on a straight-line basis (including the effect of reduced or free rent and rent escalations) over the applicable lease term.  The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight-line basis is included in deferred rent.  Cash reimbursements received from landlords for leasehold improvements and other cash payments received from landlords as lease incentives are recorded as deferred rent.  Deferred rent related to landlord incentives is amortized as an offset to rent expense using the straight-line method over the applicable lease term.

For store closures where a lease obligation still exists, the Company records the estimated future liability associated with the rental obligation on the cease use date (when the store is closed) in accordance with ASC 420, “Exit or Disposal Cost Obligations” (“ASC 420”).  Liabilities are established at the cease use date for the present value of any remaining operating lease obligations, net of estimated sublease income, and at the communication date for severance and other exit costs, as prescribed by ASC 420.  Key assumptions in calculating the liability include the timeframe expected to terminate lease agreements, estimates related to the sublease potential of closed locations and estimates of other related exit costs.  If actual timing and potential termination costs or realization of sublease income differ from the Company’s estimates, the resulting liabilities could vary from recorded amounts.  These liabilities are reviewed periodically and adjusted when necessary.

During the first three quarters of fiscal 2013, the Company sold and leased back three stores and the resulting leases qualify and are accounted for as operating leases.  The net proceeds from the sale-leaseback transactions amounted to $5.3 million.  Gains of $0.4 million were deferred and are being amortized over the lease terms (12-15 years).

Self-Insured Workers’ Compensation Liability

The Company self-insures for workers’ compensation claims in California and Texas.  The Company establishes a liability for losses of both estimated known and incurred but not reported insurance claims based on reported claims and actuarial valuations of estimated future costs of known and incurred but not yet reported claims.  Should an amount of claims greater than anticipated occur, the liability recorded may not be sufficient and additional workers’ compensation costs, which may be significant, could be incurred. The Company has not discounted the projected future cash outlays for the time value of money for claims and claim-related costs when establishing its workers’ compensation liability in its financial reports for December 29, 2012 and March 31, 2012.

Self-Insured Health Insurance Liability

During the second quarter of fiscal 2012 ended October 1, 2011 (the “second quarter of fiscal 2012”), the Company began self-insuring for a portion of its employee medical benefit claims.  The liability for the self-funded portion of the Company health insurance program is determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported.  The Company maintains stop loss insurance coverage to limit its exposure for the self-funded portion of its health insurance program.

11

Pre-Opening Costs

The Company expenses, as incurred, all pre-opening costs related to the opening of new retail stores.

Advertising

The Company expenses advertising costs as incurred except the costs associated with television advertising, which are expensed the first time the advertising takes place.  Advertising expenses were $1.4 million in the third quarter of each of fiscal 2013 and 2012.  Advertising expenses were $4.0 million and $4.1 million for the first three quarters of fiscal 2013 and 2012, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash, short-term marketable securities, accounts receivable, interest rate derivatives, accounts payable, accruals, debt, and other liabilities.  Cash, short-term marketable securities and interest rate derivatives are measured and recorded at fair value.  Accounts receivable and other receivables are financial assets with carrying values that approximate fair value.  Accounts payable and other accrued expenses are financial liabilities with carrying values that approximate fair value.  See Note 9 for further discussion of the fair value of debt.

The Company complies with the provisions of ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”).  ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements required under other accounting pronouncements.  ASC 820-10-35, “Subsequent Measurement” (“ASC 820-10-35”), clarifies that fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants.  ASC 820-10-35 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available.  Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model.  The Company also follows ASC 825, “Financial Instruments,” to expand required disclosures.

Comprehensive Income

ASC 220, “Comprehensive Income” establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements.  Accumulated other comprehensive income includes unrealized gains or losses on investments and interest rate derivatives designated as cash flow hedges.

2.The Merger

As discussed in Note 1, the Merger was completed on January 13, 2012 and was financed by:

·Borrowings consisting of (i) a $175 million, 5-year asset-based revolving credit facility (as amended, the “ABL Facility”), of which $10 million was drawn at closing of the Merger and was fully repaid in February 2012 and (ii) a $525 million, 7-year term loan credit facility (as amended, the “First Lien Term Loan Facility” and, together with the ABL Facility, the “Credit Facilities”);

·Issuance of $250 million principal amount of 11% senior notes due 2019 (the “Senior Notes”); and

·Equity contributions of $635.9 million from the Sponsors and the Rollover Investors.

12

The Merger was accounted for as a business combination whereby the purchase price paid to effect the Merger was allocated to recognize the acquired assets and liabilities at fair value.  The Merger and the allocation of the purchase price of $1.6 billion have been recorded as of January 14, 2012.  The sources and uses of funds in connection with the Merger are summarized in the following table (in thousands):

Sources:
Proceeds from First Lien Term Loan Facility	$	525,000
Proceeds from Senior Notes	250,000
Proceeds from ABL Facility	10,000
Proceeds from equity contributions	535,900
Rollover equity from the Rollover Investors	100,000
Cash on hand	212,575
Total sources	$	1,633,475
Uses:
Equity purchase price	$	1,577,563
OID and other debt issuance costs	41,911
Cash to balance sheet	14,001
Total uses	$	1,633,475

Acquisition Accounting

In connection with the purchase price allocation, estimates of the fair values of long-lived and intangible assets were determined based upon assumptions related to the future cash flows, discount rates and asset lives using information available at the acquisition date, and in some cases, valuation results from independent valuation specialists.  Purchase accounting adjustments were recorded to: (i) increase the carrying value of property and equipment, (ii) establish intangible assets for trade names, vendor relations and favorable lease commitments, and (iii) revalue lease-related liabilities.

The allocation of purchase price was as follows (in thousands):

Purchase price	$	1,577,563
Less: net assets acquired	741,017
Excess of purchase price over book value of net assets acquired	$	836,546
Write up (down) of tangible assets:
Property and equipment	$	87,863
Land and buildings	63,549
Assets held for sale	(933		)
Deferred rent	(425		)
Leasing commission	(5,224		)
Acquisition-related intangible assets:
Trade name (indefinite life)	$	410,000
Trademarks (20 year life)	1,822
Bargain Wholesale customer relationships	20,000
Fair market value of favorable leases	46,723
Acquisition-related intangibles	478,545
Write down/(up) of liabilities:
Deferred rent and lease incentive revaluation	10,742
Fair market value of unfavorable leases	(19,836		)
Deferred income taxes:
Deferred income taxes	$	(249,485	)
Residual goodwill (1)	$	471,750
Total allocated excess purchase price	$	836,546

(1)The Company does not expect any of the residual goodwill to be tax deductible.  Goodwill is considered to have an indefinite life and is not amortized, but rather reviewed annually for impairment or more frequently if indicators of impairment exist.

13

As a result of the Merger, the Company recognized one-time legal, financial advisory, accounting, and other merger related costs of $10.6 million for the period January 15, 2012 to March 31, 2012 and $15.2 million for the period April 3, 2011 to January 14, 2012.

3.Goodwill and Other Intangibles

As a result of the Merger, the Company recognized goodwill, and other intangible assets and liabilities.  The following table sets forth the value of the goodwill and other intangible assets and liabilities as of December 29, 2012 and March 31, 2012 (in thousands):

	As of December 29, 2012								As of March 31, 2012
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite lived intangible assets:
Goodwill		$	471,750	$	—		$	471,750		$	471,513	$	—		$	471,513
Trade name		410,000		—			410,000			410,000		—			410,000
Total indefinite lived intangible assets		$	881,750	$	—		$	881,750		$	881,513	$	—		$	881,513
Finite lived intangible assets:
Trademarks	20	$	2,000	$	(96	)	$	1,904	20	$	2,000	$	(21	)	$	1,979
Bargain Wholesale customer relationships	12	20,000		(1,603		)	18,397		12	20,000		(353		)	19,647
Favorable leases	2 to 17	46,723		(4,146		)	42,577		2 to 17	46,723		(915		)	45,808
Total finite lived intangible assets		68,723		(5,845		)	62,878			68,723		(1,289		)	67,434
Total goodwill and other intangible assets		$	950,473	$	(5,845	)	$	944,628		$	950,236	$	(1,289	)	$	948,947

	As of December 29, 2012								As of March 31, 2012
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Unfavorable leases	2 to 18	$	19,835	$	(3,970	)	$	15,865	2 to 18	$	19,835	$	(876	)	$	18,959

The change to goodwill from March 31, 2012 to December 29, 2012 was due to the adjustment of the purchase price fair values assigned.

4.Property and Equipment, net

The following table provides details of property and equipment (in thousands):

	December 29, 2012			March 31, 2012
Land	$	160,446		$	156,137
Buildings	90,320			89,110
Buildings improvements	64,500			59,375
Leasehold improvements	104,126			92,909
Fixtures and equipment	69,361			54,659
Transportation equipment	7,251			6,489
Construction in progress	32,720			29,271
Total property and equipment	528,724			487,950
Less: accumulated depreciation and amortization	(52,732		)	(11,425		)
Property and equipment, net	$	475,992		$	476,525

14

5.Investments

The following tables summarize the investments in marketable securities (in thousands):

	December 29, 2012
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
Auction rate securities	$	471	$	5	$	—	$	476
Total	$	471	$	5	$	—	$	476
Reported as:
Short-term investments							$	476
Long-term investments in marketable securities							—
Total							$	476
	March 31, 2012
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
Money market funds	$	1,627	$	—	$	—	$	1,627
Auction rate securities	1,965		39		—		2,004
Total	$	3,592	$	39	$	—	$	3,631
Reported as:
Short-term investments							$	3,631
Long-term investments in marketable securities							—
Total							$	3,631

Currently, the Company intends to liquidate its remaining auction rate securities within one year.  Accordingly, the Company has included $0.5 million and $2.0 million of its auction rate securities in short-term investment on the Company’s balance sheets as of December 29, 2012 and March 31, 2012, respectively.

There were $0.2 million of realized losses from the sale of marketable securities for the third quarter of fiscal 2013 and there were $0.3 million realized losses from the sale of marketable securities for the first three quarters of fiscal 2013.  Realized gains from the sale of marketable securities for the third quarter and the first three quarters of fiscal 2012 were less than $0.1 million.  There were no impairment charges related to other-than-temporary impairments recorded in the third quarter and the first three quarters of fiscal 2013.  The Company recorded an impairment charge related to credit losses on its auction rate securities of $0.3 million during the third quarter and the first three quarters of fiscal 2012.

Proceeds from the sales of marketable securities were $2.0 million and $4.4 million for the third quarter and the first three quarters of fiscal 2013, respectively.  Proceeds from the sales of marketable securities were $1.8 million and $50.0 million for the third quarter and the first three quarters of fiscal 2012, respectively.

The Company did not have any available-for-sale securities with unrealized losses as of December 29, 2012 and March 31, 2012.

15

6.Comprehensive Income

The following table sets forth the calculation of comprehensive income, net of tax effects for the periods indicated (in thousands):

	For the Third Quarter Ended					For the First Three Quarters Ended
	December 29, 2012			December 31, 2011		December 29, 2012			December 31, 2011
	(Successor)			(Predecessor)		(Successor)			(Predecessor)
Net income	$	12,692		$	22,175	$	8,011		$	54,972
Unrealized holding gains on marketable securities, net of tax effects of $0, $111, $3 and $19 for the third quarter and the first three quarters of fiscal 2013 and 2012, respectively	—			167		4			29
Unrealized losses on interest rate cash flow hedge, net of tax effects of $(61), $0, $(739) and $0 for the third quarter and the first three quarters of fiscal 2013 and 2012, respectively	(92		)	—		(1,109		)	—
Reclassification adjustment, net of tax effects of $(13), $121, $(16) and $109 for the third quarter and the first three quarters of fiscal 2013 and 2012, respectively	(19		)	182		(24		)	164
Total unrealized (losses) gains, net	(111		)	349		(1,129		)	193
Total comprehensive income	$	12,581		$	22,524	$	6,882		$	55,165

7.Debt

Short and long-term debt consists of the following (in thousands):

	December 29, 2012		March 31, 2012
ABL Facility agreement, maturing January 13, 2017, with available borrowing up to $175,000, interest due quarterly, with unpaid principal and accrued interest due January 13, 2017	$	—	$	—
First Lien Term Loan Facility agreement, maturing on January 13, 2019, payable in quarterly installments of $1,309, plus interest, commencing March 31, 2012 through December 31, 2019, with unpaid principal and accrued interest due January 13, 2019, net of unamortized OID of $10,503 and $10,086 as of December 29, 2012 and March 31, 2012, respectively	509,257		513,601
Senior Notes (unsecured) maturing December 15, 2019, unpaid principal and accrued interest due on December 15, 2019	250,000		250,000
Total long-term debt	759,257		763,601
Less: current portion of long-term debt	5,237		5,250
Long-term debt, net of current portion	$	754,020	$	758,351

As of December 29, 2012 and March 31, 2012, the deferred financing costs are as follows (in thousands):

	December 29, 2012							March 31, 2012
Deferred financing costs	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
ABL Facility	$	3,078	$	(592	)	$	2,486	$	3,078	$	(130	)	$	2,948
First Lien Term Loan Facility	9,308		(876		)	8,432		16,572		(653		)	15,919
Senior Notes	11,761		(949		)	10,812		11,761		(228		)	11,533
Total deferred financing costs	$	24,147	$	(2,417	)	$	21,730	$	31,411	$	(1,011	)	$	30,400

On January 13, 2012, in connection with the Merger, the Company obtained Credit Facilities provided by a syndicate of lenders arranged by Royal Bank of Canada as administrative agent, as well as other agents and lenders that are parties to these Credit Facilities.  The Credit Facilities include (a) $175 million in commitments under the ABL Facility, and (b) an aggregate principal amount under the First Lien Term Loan Facility of $525 million.

First Lien Term Loan Facility

The First Lien Term Loan Facility provides for $525 million of borrowings (which may be increased by up to $150.0 million in certain circumstances).  All obligations under the First Lien Term Loan Facility are guaranteed by Parent and the Company’s direct

wholly owned subsidiary (together, the “Credit Facilities Guarantors”).  In addition, the First Lien Term Loan Facility is secured by pledges of certain of the Company’s equity interests and the equity interests of the Credit Facilities Guarantors.

16

The Company is required to make scheduled quarterly payments each equal to 0.25% of the original principal amount of the term loan (approximately $1.3 million), with the balance due on the maturity date, January 13, 2019.  Borrowings under the First Lien Term Loan Facility bear interest at an annual rate equal to an applicable margin plus, at the Company’s option, (A) a Base Rate determined by reference to the highest of (a) the interest rate in effect determined by the administrative agent as “Prime Rate” (3.25% as of December 29, 2012), (b) the federal funds effective rate plus 0.50% and (c) an adjusted Eurocurrency rate for one month (determined by reference to the greater of the Eurocurrency rate for the interest period multiplied by the Statutory Reserve Rate or 1.50% per annum) plus 1.00%, or (B) an Adjusted Eurocurrency Rate.  The applicable margin used is 5.50% for Eurocurrency loans and 4.50% for base rate loans.

On April 4, 2012, the Company amended the terms of the existing seven-year $525 million First Lien Term Loan Facility, and incurred refinancing costs of $11.2 million.  The amendment, among other things, decreased the applicable margin from the London Interbank Offered Rate (“LIBOR”) plus 5.50% (or base rate plus 4.50%) to LIBOR plus 4.00% (or base rate plus 3.00%) and decreased the LIBOR floor from 1.50% to 1.25%.  The maximum capital expenditures covenant in the First Lien Term Loan Facility was also amended to permit an additional $5 million in capital expenditures each year throughout the term of the First Lien Term Loan Facility.

The Company evaluated the proper accounting treatment for the amendment.  Specifically, the Company evaluated the position of each lender under both the original First Lien Term Loan Facility and the amended First Lien Term Loan Facility. The Company determined that a portion of the refinancing transaction should be accounted for as debt extinguishment, representing the outstanding principal amount of loans held by lenders under the original First Lien Term Loan Facility that were not lenders under the amended First Lien Term Loan Facility. In accordance with applicable guidance for debt modification and extinguishment, the Company recognized a $16.3 million loss on debt extinguishment related to a portion of the unamortized debt issuance costs, unamortized original issue discount (“OID”) and refinancing costs incurred in connection with the amendment for the portion of the First Lien Term Loan Facility that was extinguished.  The Company recorded $0.3 million as deferred debt issuance costs and $5.9 million as OID in connection with the amendment.

As of December 29, 2012, the interest rate charged on the First Lien Term Loan Facility was 5.25% (1.25% Eurocurrency rate, plus the Eurocurrency loan margin of 4.00%).  As of December 29, 2012, amount outstanding under the First Lien Term Loan Facility was $509.3 million.

Following the end of each fiscal year, the Company is required to prepay the First Lien Term Loan Facility in an amount equal to 50% of Excess Cash Flow (as defined in the First Lien Term Loan Facility agreement and with stepdowns to 25% and 0% based on achievement of specified total leverage ratios), minus the amount of certain voluntary prepayments of the First Lien Term Loan Facility and/or the ABL Facility during such fiscal year.

The First Lien Term Loan Facility includes restrictions on the Company’s ability and the ability of Parent and certain of the Company’s subsidiaries to, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, the Company’s capital stock, make certain acquisitions or investments, materially change the Company’s business, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to and make capital expenditures or merge or consolidate with or into, another company.  As of December 29, 2012, the Company was in compliance with the terms of the First Lien Term Loan Facility.

During the first quarter ended June 30, 2012 (the “first quarter of fiscal 2013”), the Company entered into an interest rate cap agreement.  The interest rate cap agreement limits the Company’s interest exposure on a notional value of $261.8 million to 3.00% plus an applicable margin of 4.00%.  The term of the interest rate cap is from May 29, 2012 to November 29, 2013.  The Company paid fees of $0.05 million to enter into the interest rate cap agreement.

In addition, during the first quarter of fiscal 2013, the Company entered into an interest rate swap agreement to limit the variability of cash flows associated with interest payments on the First Lien Term Loan Facility that result from fluctuations in the LIBOR rate.  The swap limits the Company’s interest exposure on a notional value of $261.8 million to 1.36% plus an applicable margin of 4.00%.  The term of the swap is from November 29, 2013 through May 31, 2016.  The fair value of the swap on the trade date was zero as the Company neither paid nor received any value to enter into the swap, which was entered into at market rates.  The fair value of the swap at December 29, 2012 was a liability of $2.5 million.  See Note 8 for more information on the Company’s interest rate cap and interest rate swap agreements.

ABL Facility

The ABL Facility provides for up to $175.0 million of borrowings (which may be increased by up to $50.0 million in certain circumstances), subject to certain borrowing base limitations.  All obligations under the ABL Facility are guaranteed by the Company, its immediate Parent and the Company’s direct wholly owned subsidiary (together, the “ABL Guarantors”).  The ABL Facility is secured by substantially all of the Company’s assets and the assets of the ABL Guarantors.

17

Borrowings under the ABL Facility bear interest for an initial period until June 30, 2012 at an applicable margin plus, at the Company’s option, a fluctuating rate equal to (A) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the interest rate in effect determined by the administrative agent as “Prime Rate” (3.25% at the date of the Merger), and (c) Adjusted Eurocurrency Rate (determined to be the LIBOR rate multiplied by the Statutory Reserve Rate) for an Interest Period of one (1) month plus 1.00% or (B) the Adjusted Eurocurrency Rate.  The interest rate charged on borrowings under the ABL Facility from the date of the Merger until June 30, 2012 was 4.25% (the base rate (prime rate at 3.25%) plus the applicable margin of 1.00%).  Thereafter, borrowings under the ABL Facility will have variable pricing and will be based, at the Company’s option, on (a) LIBOR plus an applicable margin to be determined (1.75% as of December 29, 2012) or (b) the determined base rate (prime rate) plus an applicable margin to be determined (0.75% at December 29, 2012), in each case based on a pricing grid depending on average daily excess availability for the most recently ended quarter.

In addition to paying interest on outstanding principal under the Credit Facilities, the Company was required to pay a commitment fee to the lenders under the ABL Facility on unutilized commitments at a rate of 0.375% for the period from the date of the Merger until June 30, 2012.  Thereafter, the commitment fee will be adjusted at the beginning of each quarter based upon the average historical excess availability of the prior quarter (0.50% for the quarter ended December 29, 2012).  The Company must also pay customary letter of credit fees and agency fees.

As of December 29, 2012 and March 31, 2012, the Company had no outstanding borrowings under the ABL Facility, and availability under the ABL Facility, subject to the borrowing base, was $167.4 million at December 29, 2012.

The ABL Facility includes restrictions on the Company’s ability, and the ability of the Parent and certain of the Company’s subsidiaries to, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, our capital stock, make certain acquisitions or investments, materially change our business, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to, make capital expenditures or merge or consolidate with or into, another company.  The ABL Facility was amended on April 4, 2012 to permit an additional $5 million in capital expenditures for each year during the term of the ABL Facility.  As of December 29, 2012, the Company was in compliance with the terms of the ABL Facility.

Senior Notes

On December 29, 2011, the Company issued $250 million of Senior Notes.  As of March 31, 2012, the Senior Notes were guaranteed by each of the Company’s direct wholly owned subsidiaries, 99 Cents Only Stores Texas, Inc., a Delaware corporation, and 99 Cents Only Stores, a Nevada corporation (“99 Cents Only Stores (Nevada)”).  In September 2012, 99 Cents Only Stores (Nevada), an inactive wholly owned subsidiary of the Company, was dissolved.  As of December 29, 2012, the Senior Notes are guaranteed by 99 Cents Only Stores Texas, Inc. (the “Senior Notes Guarantor”).

In connection with the issuance of the Senior Notes, the Company entered into a registration rights agreement that required the Company to file an exchange offer registration statement, enabling holders to exchange the Senior Notes for registered notes with terms identical in all material respects to the terms of the Senior Notes, except the registered notes would be freely tradable.  The exchange offer was closed on November 7, 2012.

Pursuant to the terms of the indenture governing the Senior Notes (the “Indenture”), the Company may redeem all or a part of the Senior Notes at certain redemption prices applicable based on the date of redemption.

The Senior Notes are (i) equal in right of payment with all of the Company’s and the Senior Notes Guarantor’s existing and future senior indebtedness; (ii) effectively junior to the Company’s and the Senior Notes Guarantor’s existing and future secured indebtedness, to the extent of the value of the interest of the holders of that secured indebtedness in the assets securing such indebtedness; (iii) unconditionally guaranteed on a senior unsecured unsubordinated basis by the Senior Notes Guarantor; and (iv) junior to the indebtedness or other liabilities of the Company’s subsidiaries that are not guarantors. The Company is not required to make any mandatory redemptions or sinking fund payments, and may at any time or from time to time purchase notes in the open market.

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to incur or guarantee additional indebtedness, create or incur certain liens, pay dividends or make other restricted payments, incur restrictions on the payment of dividends or other distributions from its restricted subsidiaries, make certain investments, transfer or sell assets, engage in transactions with affiliates, or merge or consolidate with other companies or transfer all or substantially all of its assets.

As of December 29, 2012, the Company was in compliance with the terms of the Indenture.

18

The significant components of interest expense are as follows (in thousands):

	For the Third Quarter Ended				For the First Three Quarters Ended
	December 29,  2012		December 31,  2011		December 29, 2012		December 31, 2011
	(Successor)		(Predecessor)		(Successor)		(Predecessor)
First Lien Term Loan Facility	$	6,915	$	—	$	21,026	$	—
ABL Facility	221		—		604		—
Senior Notes	6,493		—		20,396		—
Amortization of deferred financing costs and OID	1,078		—		3,138		—
Other interest expense	40		40		697		375
Interest expense	$	14,747	$	40	$	45,861	$	375

Interest paid for the third quarter of fiscal 2013 and 2012, was $20.9 million and $0.3 million, respectively.  Interest paid for the first three quarters of fiscal 2013 and 2012, was $47.0 million and $0.3 million, respectively.

8.Derivative Financial Instruments

The Company entered into derivative instruments for risk management purposes and uses these derivatives to manage exposure to fluctuation in interest rates.

Interest Rate Cap

In May 2012, the Company entered into an interest rate cap agreement for an aggregate notional amount of $261.8 million in order to hedge the variability of cash flows related to a portion of the Company’s floating rate indebtedness.  The cap agreement, effective in May 2012, hedges a portion of contractual floating rate interest commitments through the expiration of the agreement in November 2013.  Pursuant to the agreement, the Company has capped LIBOR at 3.00% plus an applicable margin of 4.00% with respect to the aggregate notional amount of $261.8 million.  In the event LIBOR exceeds 3.00% the Company will pay interest at the capped rate.  In the event LIBOR is less than 3.00%, the Company will pay interest at the prevailing LIBOR rate.  In the first three quarters of fiscal 2013, the Company paid interest at the prevailing LIBOR rate.

The interest rate cap agreement has not been designated as a hedge for financial reporting purposes.  Gains and losses on derivative instruments not designated as hedges are recorded directly in earnings.

Interest Rate Swap

In May 2012, the Company entered into a floating-to-fixed interest rate swap agreement for an initial aggregate notional amount of $261.8 million to limit exposure to interest rate increases related to a portion of the Company’s floating rate indebtedness once the Company’s interest rate cap agreement expires.  The swap agreement, effective November 2013, will hedge a portion of contractual floating rate interest commitments through the expiration of the agreements in May 2016.  As a result of the agreement, the Company’s effective fixed interest rate on the notional amount of floating rate indebtedness will be 1.36% plus an applicable margin of 4.00%.

The Company designated the interest rate swap agreement as a cash flow hedge.  The interest swap agreement is highly correlated to the changes in interest rates to which the Company is exposed.  Unrealized gains and losses on the interest rate swap are designated as effective or ineffective.  The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of interest expense. Future realized gains and losses in connection with each required interest payment will be reclassified from accumulated other comprehensive income or loss to interest expense.

19

Fair Value

The fair values of the interest rate cap and swap agreements are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves (level 2). A summary of the recorded amounts included in the consolidated balance sheet is as follows (in thousands):

	December 29,2012		March 31,2012
Derivatives designated as cash flow hedging instruments
Interest rate swap (included in other liabilities)	$	2,522	$	—
Accumulated other comprehensive loss, net of tax (included in shareholders’ equity)	$	1,109	$	—
Derivatives not designated as hedging instruments
Interest rate cap (included in other current assets)	$	4	$	—

A summary of recorded amounts included in the consolidated statements of comprehensive income is as follows (in thousands):

	For the Third Quarter Ended				For the First Three Quarters Ended
	December 29,  2012		December 31,  2011		December 29, 2012		December 31, 2011
	(Successor)		(Predecessor)		(Successor)		(Predecessor)
Derivatives designated as cash flow hedging instruments:
Loss related to effective portion of derivative recognized in OCI	$	92	$	—	$	1,109	$	—
Loss related to ineffective portion of derivative recognized in interest expense	$	31	$	—	$	673	$	—
Derivatives not designated as hedging instruments:
Loss recognized in other expense	$	23	$	—	$	46	$	—

9.Fair Value of Financial Instruments

The Company complies with ASC 820-10-35, “Fair Value Measurement and Disclosures,” which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under ASC 820-10-35 are described below:

Level 1: Defined as observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2: Defined as observable inputs other than Level 1 prices.  These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company utilizes the best available information in measuring fair value.  The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of December 29, 2012 (in thousands):

	December 29, 2012
	Total		Level 1		Level 2		Level 3
ASSETS
Auction rate securities	$	476	$	—	$	—	$	476
Total available-for-sale securities	$	476	$	—	$	—	$	476
Other current assets — interest rate cap	$	4	$	—	$	4	$	—
Other assets — assets that fund deferred compensation	$	5,212	$	5,212	$	—	$	—
LIABILITES
Other long-term liabilities — interest rate swap	$	2,522	$	—	$	2,522	$	—
Other long-term liabilities — deferred compensation	$	5,212	$	5,212	$	—	$	—

20

Level 1 measurements include $5.2 million of deferred compensation assets that fund the liabilities related to the Company’s deferred compensation, including investments in trust funds.  The fair values of these funds are based on quoted market prices in an active market.

Level 2 measurements include interest rate cap and swap agreements that are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves.

Level 3 investments include auction rate securities of $0.5 million.  The valuation of the auction rate securities is based on Level 3 unobservable inputs.

The Company did not have any transfers of investments in and out of Levels 1 and 2 during the third quarter and the first three quarters of fiscal 2013.

The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of March 31, 2012 (in thousands):

	March 31, 2012
	Total		Level 1		Level 2		Level 3
ASSETS
Money market funds	$	1,627	$	1,627	$	—	$	—
Auction rate securities	2,004		—		—		2,004
Total available-for-sale securities	$	3,631	$	1,627	$	—	$	2,004
Other assets — assets that fund deferred compensation	$	5,136	$	5,136	$	—	$	—
LIABILITES
Other long-term liabilities — deferred compensation	$	5,136	$	5,136	$	—	$	—

Level 1 investments include money market funds of $1.6 million.  The fair value of money market funds is based on quoted market prices in an active market and there are no restrictions on the redemption of money market funds.  Level 1 also includes $5.1 million of deferred compensation assets that fund the liabilities related to the Company’s deferred compensation, including investments in trust funds.  The fair values of these funds are based on quoted market prices in an active market.

There were no Level 2 investments as of March 31, 2012.

Level 3 investments include auction rate securities of $2.0 million.  The valuation of the auction rate securities is based on Level 3 unobservable inputs which consist of recommended fair values provided by Houlihan Capital Advisors, LLC, an independent securities valuation firm.

The following table summarizes the activity for the period of changes in fair value of the Company’s Level 3 investments (in thousands):

	Fair Value Measurements Using Significant Unobservable Inputs  (Level 3)
	For the Third Quarter Ended						For the First Three Quarters Ended
Auction Rate Securities	December 29, 2012			December 31, 2011			December 29, 2012			December 31, 2011
	(Successor)			(Predecessor)			(Successor)			(Predecessor)
Description
Beginning balance	$	1,603		$	7,685		$	2,004		$	8,409
Transfers into Level 3	—			—			—			—
Total realized/unrealized gains (loss):
Included in earnings	(229		)	(303		)	(273		)	(300		)
Included in other comprehensive (income) loss	(32		)	477			(33		)	501
Purchases, redemptions and settlements:
Purchases	—			—			—			—
Redemptions	(866		)	(173		)	(1,222		)	(924		)
Ending balance	$	476		$	7,686		$	476		$	7,686
Total amount of unrealized gains for the period included in other comprehensive loss attributable to the change in fair market value relating to assets still held at the reporting date	$	—		$	477		$	7		$	501

21

In connection with the Merger, the Company entered into the Credit Facilities, including the ABL Facility of $175 million and the First Lien Term Loan Facility of $525 million, and also issued $250 million of the Senior Notes with a coupon rate of 11% in a private placement.  The outstanding debt under the Credit Facilities and the Senior Notes is recorded in the financial statements at historical cost, net of applicable unamortized discounts.

The Credit Facilities are tied directly to market rates and fluctuate as market rates change; as a result, the carrying value of the Credit Facilities approximates fair value as of December 29, 2012.

The fair value of the Senior Notes was estimated at $287.5 million, or $37.5 million greater than the carrying value, as of December 29, 2012, based on quoted market prices of the debt (Level 1 inputs). The fair value of the Senior Notes was estimated at $259.3 million, or $9.3 million greater than the carrying value, as of March 31, 2012, using a discounted cash flow analysis (Level 3 inputs).

See Note 7 for more information on the Company’s debt.

10.Stock-Based Compensation

Successor stock-based compensation

Number Holdings, Inc. 2012 Equity Incentive Plan

On February 27, 2012, the board of directors of Parent adopted the Number Holdings, Inc. 2012 Stock Incentive Plan (the “2012 Plan”), which authorizes equity awards to be granted for up to 74,603 shares of Class A common stock, par value $0.001 per share, of Parent (the “Class A Common Stock”) and 74,603 shares of Class B common stock, par value $0.001 per share, of Parent (the “Class B Common Stock”), of which, as of December 29, 2012, options for 55,185 shares of each Class were issued to certain members of management with an aggregate exercise price of $1,000 for one share of Class A Common Stock and for one share of Class B Common Stock, together.  Options become exercisable over the five year service period and have terms of ten years from date of the grant.  Options upon vesting may be exercised only for units consisting of an equal number of Class A Common Stock and Class B Common Stock.  Class B Common Stock has de minimis economic rights and the right to vote solely for election of directors.

Accounting for stock-based compensation

The fair value of the option awards is recognized as compensation expense on a straight line basis over the requisite service period of the award, and is included in operating expense.  Determining the fair value of options at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility.  At the grant date, the Company estimates an amount of forfeitures that will occur prior to vesting.  During the third quarter and the first three quarters of fiscal 2013, the Company incurred stock-based compensation expense of $0.8 million and $2.4 million, respectively.

The fair value of stock options was estimated at the date of grant using the Black-Scholes pricing model with the following assumptions:

	For the First Three Quarters Ended December 29, 2012
Weighted-average fair value of options granted	$	369.59
Risk free interest rate	0.71		%
Expected life (in years)	6.32
Expected stock price volatility	37.9		%
Expected dividend yield	None

The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant with an equivalent remaining term.  Expected life represents the estimated period of time until exercise and is calculated by using “simplified method.”  Expected stock price volatility is based on average volatility of stock prices of companies in a peer group analysis.  The Company currently does not anticipate the payment of any cash dividends.  Compensation expense is recognized only for those options expected to vest, with forfeitures estimated based on the Company’s historical experience and future expectations.

As of December 29, 2012, there was $14.8 million of total unrecognized compensation cost related to non-vested options that is expected to be recognized over the remaining weighted-average vesting period of 4.1 years.  No options were vested or exercised during the Successor period.

22

The following summarizes stock option activity in the first three quarters of fiscal 2013:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Options outstanding at the beginning of the period	50,905		$	1,000
Granted	5,695		$	1,000
Exercised	—		$	—
Cancelled	(1,415	)	$	1,000
Outstanding at the end of the period	55,185		$	1,000	8.70

The following table summarizes the stock awards available for grant under the 2012 Plan:

	Number of Shares
Available for grant as of March 31, 2012	23,698
Authorized	—
Granted	(5,695	)
Cancelled	1,415
Available for grant at December 29, 2012	19,418

Predecessor Stock-Based Compensation

Prior to the Merger, the Company maintained the 99¢ Only Stores 2010 Equity Incentive Plan and the 1996 Equity Incentive Plan, as amended, which provided for the grant of options, performance stock units (“PSUs”) and other stock-based awards.  All outstanding stock-based awards outstanding prior to the Merger became fully vested in connection with the Merger.  For the third quarter and the first three quarters of fiscal 2012, the Company incurred non-cash stock-based compensation expense related to Predecessor stock options, PSUs and restricted stock units of $0.5 million and $1.8 million, respectively.

11.Related-Party Transactions

On January 13, 2012, the Company entered into new lease agreements (the “Leases”) with the Rollover Investors for 13 stores and one store parking lot, which replaced the existing month-to-month leases. The Leases had approximate initial terms of either five or ten years and the base rents could be adjusted to market value in an aggregate amount not to exceed $1.0 million per annum.  In December 2012, as previously contemplated, the Company reached a final agreement with the Rollover Investors on the market value of the Leases for each of the 13 stores that will result in aggregate base rent increasing by approximately $0.7 million aggregate per annum.  Rental expense for these Leases was $0.6 million and $0.5 million during the third quarters of fiscal 2013 and 2012, respectively.  Rental expense for these Leases was $2.2 million and $1.6 million during the first three quarters of fiscal 2013 and 2012, respectively.

12.Income Taxes

The effective income tax rate for the first three quarters of 2013 was 34.8% compared to a rate of 39.0% for the first three quarters of fiscal 2012.  The decrease in the effective tax rate is primarily due to lower pretax income.

The Company files income tax returns in the U.S. federal jurisdiction and in various states.  The Company is subject to examinations by the major tax jurisdictions in which it files for the tax years 2007 through 2011.  The tax return for the period ended March 27, 2010 was chosen for examination by Internal Revenue Service.  The Internal Revenue Service has completed its examination and has made no changes to the reported tax.

13.Commitments and Contingencies

Credit Facilities

The Company’s credit facilities and commitments are discussed in detail in Note 7.

23

As of March 31, 2012, the Company also had a standby letter of credit for $0.4 million related to one of its leased properties, where the lessor was a named beneficiary in the event of a default by the Company, and potentially was entitled to draw on the letter of credit in the event of a specified default.  The letter of credit expired in October 2012.  The Company is in compliance with its lease terms and scheduled payments.

Workers’ Compensation

The Company self-insures its workers’ compensation claims in California and Texas and provides for losses of estimated known and incurred but not reported insurance claims.  The Company does not discount the projected future cash outlays for the time value of money for claims and claim related costs when establishing its workers’ compensation liability.

As of December 29, 2012 and March 31, 2012, the Company had recorded a liability $37.5 million and $39.0 million, respectively, for estimated workers’ compensation claims in California.  The Company has limited self-insurance exposure in Texas and had recorded a liability of less than $0.1 million as of December 29, 2012 and March 31, 2012 for workers’ compensation claims in Texas.  The Company purchases workers’ compensation insurance coverage in Arizona and Nevada.

Self-Insured Health Insurance Liability

During the second quarter of fiscal 2012, the Company began self-insuring for a portion of its employee medical benefit claims.  As of December 29, 2012 and March 31, 2012, the Company had recorded a liability of $0.8 million and $0.9 million, respectively, for estimated health insurance claims.  The Company maintains stop loss insurance coverage to limit its exposure for the self-funded portion of its health insurance program.

Legal Matters

Wage and Hour Matters

Luis Palencia v. 99¢ Only Stores, Superior Court of the State of California, County of Sacramento.  Plaintiff, a former assistant manager, who the Company employed from June 12, 2009 through September 9, 2009, filed this action in June 2010, asserting claims on behalf of himself and all others allegedly similarly situated under the California Labor Code for alleged unpaid overtime due to “off the clock” work, failure to pay minimum wage, failure to provide meal and rest periods, failure to provide proper wage statements, failure to pay wages timely during employment and upon termination and failure to reimburse business expenses.  Mr. Palencia also asserted a derivative claim for unfair competition under the California Business and Professions Code.  Mr. Palencia sought to represent three sub-classes: (i) an “unpaid wages subclass” of all non-exempt or hourly paid employees who worked for the Company in California within four years prior to the filing of the complaint until the date of certification, (ii) a “non-compliant wage statement subclass” of all non-exempt or hourly paid employees of the Company who worked in California and received a wage statement within one year prior to the filing of the complaint until the date of certification, and (iii) an “unreimbursed business expenses subclass” of all employees of the Company who paid for business-related expenses, including expenses for travel, mileage or cell phones in California within four years prior to the filing of the complaint until the date of certification.  Plaintiff sought to recover alleged unpaid wages, interest, attorney’s fees and costs, declaratory relief, restitution, statutory penalties and liquidated damages.  He also sought to recover civil penalties as an “aggrieved employee” under the Private Attorneys General Act of 2004.  Following a mediation of this matter, the parties entered into a settlement agreement on November 2, 2011.  The settlement agreement was granted final approval by the Court on September 14, 2012, and judgment was entered on October 11, 2012.  The Company accrued $2.2 million in the period from April 3, 2011 to January 14, 2012 for expected payments in connection with the settlement.  The payments required under the settlement have been made.

Sheridan Reed v. 99¢ Only Stores, Superior Court of the State of California, County of Los Angeles.  Plaintiff, a former store manager for the Company, filed this action in April 2010.  He originally asserted claims on behalf of himself and all others allegedly similarly situated under the California Labor Code for alleged failure to pay overtime at the proper rate, failure to pay vested vacation wages, failure to pay wages timely upon termination of employment and failure to provide accurate wage statements.  Mr. Reed also asserted a derivative claim for unfair competition under the California Business and Professions Code.  In September 2010, Mr. Reed amended his complaint to seek civil penalties under the Private Attorneys General Act of 2004.  Mr. Reed sought to represent four sub-classes: (i) all non-exempt or hourly current or former employees who worked for the Company in California within four years prior to the filing of the complaint until the date of certification who were paid bonuses, commissions or incentive wages, who worked overtime, and for whom the bonuses, commissions or incentive wages were not included as part of the regular rate of pay for overtime purposes, (ii) all non-exempt or hourly current or former employees who worked for the Company in California within four years prior to the filing of the complaint until the date of certification who earned vacation wages and were not paid their vested vacation wages at the time of termination; (iii) all non-exempt or hourly current or former employees who worked for the Company in California within four years prior to the filing of the complaint until the date of certification who were not furnished a proper itemized wage statement; and (iv) all non-exempt or hourly current or former employees who worked for the Company in California within

24

four years prior to the filing of the complaint until the date of certification who were not paid all wages due upon termination.  Plaintiff sought to recover alleged unpaid wages, statutory penalties, interest, attorney’s fees and costs, declaratory relief, injunctive relief and restitution.  He also sought to recover civil penalties as an “aggrieved employee” under the Private Attorneys General Act of 2004.  The parties executed a formal settlement agreement on April 5, 2012, and such settlement agreement was granted final approval by the Court on October 25, 2012, and judgment was entered on November 7, 2012.  This settlement agreement resolves the remainder of the lawsuit by settling the class-wide claims for failure to pay overtime at the proper rate, failure to pay wages timely upon termination of employment and failure to provide accurate wage statements.  In addition, the settlement resolves Plaintiff’s individual claim for failure to pay vested vacation wages and includes a general release by Plaintiff in the Company’s favor.  The Company accrued approximately $0.6 million for expected payments in connection with this settlement. The payments required under the settlement have been made.

Thomas Allen v. 99¢ Only Stores, Superior Court of the State of California, County of Los Angeles.  Plaintiff, a former store manager for the Company, filed this action on March 18, 2011.  He asserted claims on behalf of himself and all others allegedly similarly situated under the California Labor Code for alleged failure to pay overtime, failure to provide meal and rest periods, failure to pay wages timely upon termination, and failure to provide accurate wage statements.  Mr. Allen also asserted a derivative claim for unfair competition under the California Business and Professions Code.  Mr. Allen seeks to represent a class of all employees who were employed by the Company as salaried managers in 99¢ Only retail stores from March 18, 2007 through the date of trial or settlement.  Plaintiff seeks to recover alleged unpaid wages, statutory penalties, interest, attorney’s fees and costs, declaratory relief, injunctive relief and restitution.  On October 17, 2011, the Court heard the Company’s motion to compel Plaintiff Allen to arbitrate his claims on an individual basis, and following the hearing, the Court ordered the parties to submit further briefing and argument.  Following this supplemental briefing and while the motion was under advisement, Mr. Allen sought leave to amend his complaint to add a cause of action pursuant to the Private Attorneys General Act of 2004 (“PAGA”).  The Company did not oppose this motion and on January 5, 2012, the Court granted Mr. Allen’s motion and his First Amended Complaint was filed.  On February 27, 2012, the Court denied the Company’s motion to compel arbitration.  The Company filed a notice of its intention to appeal that ruling on April 12, 2012.  Following a mediation of this matter on August 30, 2012, the parties entered into a “term sheet” settlement agreement for a minimal amount, which is subject to court approval.  If the settlement agreement is not approved by the court, the Company cannot predict the outcome of this lawsuit.

Shelley Pickett v. 99¢ Only Stores, Superior Court of the State of California, County of Los Angeles.  Plaintiff Shelley Pickett filed a representative action complaint against the Company on November 4, 2011, alleging a PAGA claim virtually identical that of another matter which was dismissed with prejudice in December 2011, Bright v. 99¢ Only Stores.  Like the plaintiff in the Bright case, Plaintiff Pickett asserts that the Company violated section 14 of Wage Order 7-2001 by failing to provide seats for its cashiers behind checkout counters.  She seeks civil penalties of $100 to $200 per violation, per each pay period for each affected employee, and attorney’s fees.  On November 8, 2011, Plaintiff Pickett filed a Notice of Related Case, stating that her case and the Bright case assert “identical claims.”  After hearing arguments from the parties on December 1, 2011, the Court determined that the cases were related and assigned Pickett’s case to Judge William Fahey, the judge who presided over the Bright case.  Plaintiff Pickett then attempted to exercise a 170.6 challenge to Judge Fahey, which the Company opposed.  The Court struck Plaintiff Pickett’s 170.6 challenge on December 16, 2011.  Plaintiff Pickett appealed this ruling, filing a petition for writ of mandate on December 30, 2011.  The Company filed an opposition to Plaintiff Pickett’s petition and oral argument took place on February 1, 2012.  On February 22, 2012, the Court of Appeal ruled in Plaintiff Pickett’s favor and issued the writ of mandate.  On April 2, 2012, the Company filed a petition for review of that ruling with the California Supreme Court, which Pickett answered on April 23, 2012.  The California Supreme Court denied the Company’s petition for review on May 9, 2012 and the Court of Appeals has remanded the case to Los Angeles Superior Court.  On October 2, 2012, the Company filed a motion to compel arbitration of Pickett’s individual claims or, in the alternative, to strike the representative action allegations in the Complaint.  The Court denied that motion on November 15, 2012, and on January 11, 2013, the Company filed a Notice of Appeal.  The Company cannot predict the outcome of this lawsuit or the amount of potential loss, if any, that it could face as a result of such lawsuit.

Regulatory Matters

The Company recently received Notices to Comply with hazardous waste and/or hazardous materials storage requirements for certain of its stores and its distribution centers in Southern California.  The agencies that have delivered such notices to the Company include the Los Angeles County Fire Department, Health Hazardous Materials Division, the Ventura County Environmental Health Division, the Santa Barbara County Fire Department and the City of Oxnard.  The Notices concern alleged non-compliance with a variety of hazardous waste and hazardous material regulatory requirements imposed under California law identified during recent compliance inspections and require corrective actions to be taken by certain dates set forth in the Notices.  The Company is working to implement the required corrective actions.  Although the agencies can also seek civil penalties for the alleged instances of past non-compliance, even after corrective action is taken, no penalties have been demanded for any of the alleged non-compliance.  If penalties are demanded by these agencies in the future, the Company cannot predict the amount of penalties that may be sought.

25

Other Matters.  The Company is also subject to other private lawsuits, administrative proceedings and claims that arise in its ordinary course of business.  A number of these lawsuits, proceedings and claims may exist at any given time.  While the resolution of such a lawsuit, proceeding or claim may have an impact on the Company’s financial results for the period in which it is resolved, and litigation is inherently unpredictable, in management’s opinion, none of these matters arising in the ordinary course of business is expected to have a material adverse effect on the Company’s financial position, results of operations or overall liquidity.

14.Texas Market

As a result of the Company’s decision in September 2008 to close its Texas operations, which was later suspended and, in August 2009, reversed, the Company closed 16 of its Texas stores starting from the fourth quarter of fiscal 2009 through the second quarter of fiscal 2010.  As described in prior Company filings with the SEC, the Company had recorded impairment charges as well as lease termination costs related to closing some of these stores.  As of March 31, 2012, the Company had an estimated lease termination costs accrual of approximately $1.1 million.  During the first three quarters of fiscal 2013, the Company increased the estimated lease termination costs accrual by approximately $0.1 million and paid approximately $0.5 million related to these costs.  As of December 29, 2012, the remaining balance of the Company’s estimated lease termination costs accrual was $0.7 million.  As of December 29, 2012, the Company operates 39 stores in Texas.

The following table summarizes the Texas store closures remaining obligations as of December 29, 2012 (in thousands):

	Lease TerminationCost
Remaining obligations as of March 31, 2012	$	1,079
Accretion expenses	130
Cash payments	(517		)
Remaining obligations as of December 29, 2012	$	692

15.Assets Held for Sale

Assets held for sale during the quarter ended December 29, 2012 consisted of the vacant land in La Quinta, California and the vacant land in Rancho Mirage, California.  The carrying value as of December 29, 2012 for the La Quinta land was $0.4 million and the Rancho Mirage land was $2.2 million.

In June 2012, the Company completed the sale of its Eagan, Minnesota warehouse that had been classified as held for sale. The warehouse had a carrying value of $6.4 million and the Company recorded a loss on sale of $0.2 million in the first quarter of fiscal 2013.

16.Other Accrued Expenses

Other accrued expenses as of December 29, 2012 and March 31, 2012 are as follows (in thousands):

	December 29, 2012		March 31,  2012
Accrued legal reserves and fees	$	3,037	$	4,866
Accrued property taxes	2,886		2,974
Accrued utilities	2,802		2,709
Accrued interest	2,643		7,898
Accrued rent and related expenses	2,369		2,830
Accrued outside services	1,607		945
Accrued professional fees	552		1,220
Accrued advertising	467		577
Other	6,336		6,550
Total other accrued expenses	$	22,699	$	30,569

17.New Authoritative Standards

In June 2011, FASB issued ASU 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”).  ASU 2011-05 allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements.  The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity.  While ASU 2011-05 changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance.  The new guidance is effective for fiscal year and interim periods beginning after December 15, 2011.  The adoption of ASU 2011-05 did not have any impact on the Company’s consolidated financial position or results of operations, other than presentation.

26

On December 23, 2011, the FASB issued ASU 2011-12, which indefinitely defers the provision of ASU 2011-5 related to the requirement that entities present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented.  The adoption of ASU 2011-12 did not have any impact on the Company’s consolidated financial position or results of operations, other than presentation.

On July 27, 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” (“ASU 2012-02”).  The ASU 2012-02 provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired.  If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required.  However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under GAAP.  The new guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012.  Early adoption is permitted.  The adoption of ASU 2012-02 is not expected to have a material impact on the Company’s consolidated financial position or results of operation.

18.Financial Guarantees

On December 29, 2011, the Company (the “Issuer”) issued $250 million principal amount of the Senior Notes.  The Senior Notes are irrevocably and unconditionally guaranteed, jointly and severally, by each of the Issuer’s existing and future restricted subsidiaries that are guarantors under the Issuer’s credit facilities and certain other indebtedness.

At March 31, 2012, the Senior Notes were guaranteed by each of the Company’s direct wholly owned subsidiaries, 99 Cents Only Stores Texas, Inc. and 99 Cents Only Stores (Nevada) (together, the “Subsidiary Guarantors”).  In September 2012, 99 Cents Only Stores (Nevada) was dissolved.  As of December 29, 2012, the Senior Notes are guaranteed by 99 Cents Only Stores Texas, Inc. (the “Subsidiary Guarantor”).

The tables in the following pages present the condensed consolidating financial information for the Issuer and the Subsidiary Guarantors together with consolidating entries, as of and for the periods indicated.  The condensed consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuer, and the Subsidiary Guarantors operated as independent entities.

27

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 29, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantor			Consolidating Adjustments			Consolidated
ASSETS
Current Assets:
Cash	$	37,024		$	115		$	(1,462	)	$	35,677
Short-term investments	476			—			—			476
Accounts receivable, net	1,181			125			—			1,306
Income taxes receivable	17,680			—			—			17,680
Deferred income taxes	24,091			—			—			24,091
Inventories, net	209,946			29,297			—			239,243
Assets held for sale	2,621			—			—			2,621
Other	11,965			1,037			—			13,002
Total current assets	304,984			30,574			(1,462		)	334,096
Property and equipment, net	412,165			63,827			—			475,992
Deferred financing costs, net	21,730			—			—			21,730
Equity investments and advances to subsidiaries	109,669			22,510			(132,179		)	—
Intangible assets, net	470,044			2,834			—			472,878
Goodwill	471,750			—			—			471,750
Deposits and other assets	11,089			3,291			—			14,380
Total assets	$	1,801,431		$	123,036		$	(133,641	)	$	1,790,826
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	53,515		$	5,699		$	(1,462	)	$	57,752
Intercompany payable	22,510			14,152			(36,662		)	—
Payroll and payroll-related	17,489			1,779			—			19,268
Sales tax	7,252			677			—			7,929
Other accrued expenses	18,855			3,844			—			22,699
Workers’ compensation	37,458			75			—			37,533
Current portion of long-term debt	5,237			—			—			5,237
Current portion of capital lease obligation	81			—			—			81
Total current liabilities	162,397			26,226			(38,124		)	150,499
Long-term debt	754,020			—			—			754,020
Unfavorable lease commitments, net	15,142			723			—			15,865
Deferred rent	3,683			570			—			4,253
Deferred compensation liability	5,212			—			—			5,212
Capital lease obligation, net of current portion	292			—			—			292
Long-term deferred income taxes	216,828			—			—			216,828
Other liabilities	3,780			—			—			3,780
Total liabilities	1,161,354			27,519			(38,124		)	1,150,749
Shareholders’ Equity:
Preferred stock	—			—			—			—
Common stock	—			—			—			—
Additional paid-in capital	638,465			99,942			(99,942		)	638,465
Retained earnings (deficit)	2,718			(4,425		)	4,425			2,718
Other comprehensive loss	(1,106		)	—			—			(1,106		)
Total shareholders’ equity	640,077			95,517			(95,517		)	640,077
Total liabilities and shareholders’ equity	$	1,801,431		$	123,036		$	(133,641	)	$	1,790,826

28

CONDENSED CONSOLIDATING BALANCE SHEETS

As of March 31, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
ASSETS
Current Assets:
Cash	$	23,793		$	3,973		$	—		$	27,766
Short-term investments	3,631			—			—			3,631
Accounts receivable, net	2,592			407			—			2,999
Income taxes receivable	6,634			234			—			6,868
Deferred income taxes	25,843			—			—			25,843
Inventories, net	187,234			27,084			—			214,318
Assets held for sale	6,849			—			—			6,849
Other	10,515			782			—			11,297
Total current assets	267,091			32,480			—			299,571
Property and equipment, net	408,456			68,069			—			476,525
Deferred financing costs, net	30,400			—			—			30,400
Equity investments and advances to subsidiaries	472,360			373,224			(845,584		)	—
Intangible assets, net	477,492			(58		)	—			477,434
Goodwill	471,513			—			—			471,513
Deposits and other assets	9,689			2,909			—			12,598
Total assets	$	2,137,001		$	476,624		$	(845,584	)	$	1,768,041
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	38,271		$	3,136		$	—		$	41,407
Intercompany payable	377,766			453,952			(831,718		)	—
Payroll and payroll-related	13,986			1,594			—			15,580
Sales tax	5,630			498			—			6,128
Other accrued expenses	27,207			3,362			—			30,569
Workers’ compensation	38,949			75			—			39,024
Current portion of long-term debt	5,250			—			—			5,250
Current portion of capital lease obligation	77			—			—			77
Total current liabilities	507,136			462,617			(831,718		)	138,035
Long-term debt	758,351			—			—			758,351
Unfavorable lease commitments, net	19,035			(76		)	—			18,959
Deferred rent	581			217			—			798
Deferred compensation liability	5,136			—			—			5,136
Capital lease obligation, net of current portion	354			—			—			354
Long-term deferred income taxes	214,874			—			—			214,874
Other liabilities	767			—			—			767
Total liabilities	1,506,234			462,758			(831,718		)	1,137,274
Shareholders’ Equity:
Preferred stock	—			—			—			—
Common stock	—			1			(1		)	—
Additional paid-in capital	636,037			15,000			(15,000		)	636,037
Accumulated deficit	(5,293		)	(1,135		)	1,135			(5,293		)
Other comprehensive income	23			—			—			23
Total shareholders’ equity	630,767			13,866			(13,866		)	630,767
Total liabilities and shareholders’ equity	$	2,137,001		$	476,624		$	(845,584	)	$	1,768,041

29

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Third Quarter Ended December 29, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	400,790		$	38,700		$	—		$	439,490
Cost of sales (excluding depreciation and amortization expense shown separately below)	239,453			24,778			—			264,231
Gross profit	161,337			13,922			—			175,259
Selling, general and administrative expenses:
Operating expenses	113,952			12,060			—			126,012
Depreciation and amortization	12,310			2,422			—			14,732
Total selling, general and administrative expenses	126,262			14,482			—			140,744
Operating income (loss)	35,075			(560		)	—			34,515
Other (income) expense:
Interest income	(29		)	—			—			(29		)
Interest expense	14,747			—			—			14,747
Equity in (earnings) loss of subsidiaries	560			—			(560		)	—
Other	252			—			—			252
Total other expense, net	15,530			—			(560		)	14,970
Income (loss) before provision for income taxes	19,545			(560		)	560			19,545
Provision for income taxes	6,853			—			—			6,853
Net income (loss)	$	12,692		$	(560	)	$	560		$	12,692
Comprehensive income	$	12,581		$	—		$	—		$	12,581

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the First Three Quarters Ended December 29, 2012

(Successor)

 (In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	1,125,417		$	108,386		$	—		$	1,233,803
Cost of sales (excluding depreciation and amortization expense shown separately below)	682,032			68,800			—			750,832
Gross profit	443,385			39,586			—			482,971
Selling, general and administrative expenses:
Operating expenses	329,676			35,469			—			365,145
Depreciation and amortization	35,847			7,451			—			43,298
Total selling, general and administrative expenses	365,523			42,920			—			408,443
Operating income (loss)	77,862			(3,334		)	—			74,528
Other (income) expense:
Interest income	(244		)	(44		)	—			(288		)
Interest expense	45,861			—			—			45,861
Equity in (earnings) loss of subsidiaries	3,290			—			(3,290		)	—
Loss on extinguishment of debt	16,346			—			—			16,346
Other	319			—			—			319
Total other expense (income), net	65,572			(44		)	(3,290		)	62,238
Income (loss) before provision for income taxes	12,290			(3,290		)	3,290			12,290
Provision for income taxes	4,279			—			—			4,279
Net income (loss)	$	8,011		$	(3,290	)	$	3,290		$	8,011
Comprehensive income	$	6,882		$	—		$	—		$	6,882

30

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Third Quarter Ended December 31, 2011

(Predecessor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors		Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	367,878		$	36,042	$	—		$	403,920
Cost of sales (excluding depreciation and amortization expense shown separately below)	216,538			22,167		—			238,705
Gross profit	151,340			13,875		—			165,215
Selling, general and administrative expenses:
Operating expenses	109,071			11,534		—			120,605
Depreciation and amortization	6,263			805		—			7,068
Total selling, general and administrative expenses	115,334			12,339		—			127,673
Operating income	36,006			1,536		—			37,542
Other (income) expense:
Interest income	(79		)	—		—			(79		)
Interest expense	34			6		—			40
Equity in (earnings) loss of subsidiaries	(1,530		)	—		1,530			—
Other-than-temporary investment impairment due to credit losses	314			—		—			314
Other	(11		)	—		—			(11		)
Total other (income) expense, net	(1,272		)	6		1,530			264
Income before provision for income taxes	37,278			1,530		(1,530		)	37,278
Provision for income taxes	15,103			—		—			15,103
Net income	$	22,175		$	1,530	$	(1,530	)	$	22,175
Comprehensive income	$	22,524		$	—	$	—		$	22,524

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the First Three Quarters Ended December 31, 2011

(Predecessor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors		Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	1,035,259		$	100,039	$	—		$	1,135,298
Cost of sales (excluding depreciation and amortization expense shown separately below)	613,789			61,700		—			675,489
Gross profit	421,470			38,339		—			459,809
Selling, general and administrative expenses:
Operating expenses	314,904			33,634		—			348,538
Depreciation and amortization	18,413			2,358		—			20,771
Total selling, general and administrative expenses	333,317			35,992		—			369,309
Operating income	88,153			2,347		—			90,500
Other (income) expense:
Interest income	(281		)	—		—			(281		)
Interest expense	363			12		—			375
Equity in (earnings) loss of subsidiaries	(2,335		)	—		2,335			—
Other-than-temporary investment impairment due to credit losses	345			—		—			345
Other	(73		)	—		—			(73		)
Total other (income) expense, net	(1,981		)	12		2,335			366
Income before provision for income taxes	90,134			2,335		(2,335		)	90,134
Provision for income taxes	35,162			—		—			35,162
Net income	$	54,972		$	2,335	$	(2,335	)	$	54,972
Comprehensive income	$	55,165		$	—	$	—		$	55,165

31

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the First Three Quarters Ended December 29, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	59,617		$	(5,491	)	$	(1,462	)	$	52,664
Cash flows from investing activities:
Purchases of property and equipment	(41,848		)	(2,580		)	—			(44,428		)
Proceeds from sales of fixed assets	12,044			—			—			12,044
Purchases of investments	(1,525		)	—			—			(1,525		)
Proceeds from sale of investments	4,372			—			—			4,372
Investment in subsidiaries	(4,213		)	—			4,213			—
Net cash used in investing activities	(31,170		)	(2,580		)	4,213			(29,537		)
Cash flows from financing activities:
Payment of debt	(3,928		)	—			—			(3,928		)
Payment of debt issuance costs	(11,230		)	—			—			(11,230		)
Payments of capital lease obligation	(58		)	—			—			(58		)
Capital contributions	—			4,213			(4,213		)	—
Net cash (used in) provided by financing activities	(15,216		)	4,213			(4,213		)	(15,216		)
Net increase (decrease) in cash	13,231			(3,858		)	(1,462		)	7,911
Cash — beginning of period	23,793			3,973			—			27,766
Cash — end of period	$	37,024		$	115		$	(1,462	)	$	35,677

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the First Three Quarters Ended December 31, 2011

(Predecessor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments		Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	36,804		$	7,254		$	—	$	44,058
Cash flows from investing activities:
Purchases of property and equipment	(31,374		)	(1,874		)	—		(33,248		)
Proceeds from sale of fixed assets	4			91			—		95
Purchases of investments	(50,927		)	—			—		(50,927		)
Proceeds from sale of investments	49,969			—			—		49,969
Net cash used in investing activities	(32,328		)	(1,783		)	—		(34,111		)
Cash flows from financing activities:
Payments of capital lease obligation	(54		)	—			—		(54		)
Repurchases of common stock related to issuance of Performance Stock Units	(1,744		)	—			—		(1,744		)
Proceeds from exercise of stock options	3,338			—			—		3,338
Excess tax benefit from share-based payment arrangements	1,383			—			—		1,383
Net cash provided by financing activities	2,923			—			—		2,923
Net increase in cash	7,399			5,471			—		12,870
Cash — beginning of period	15,505			1,218			—		16,723
Cash — end of period	$	22,904		$	6,689		$	—	$	29,593

32

19.Subsequent Events

On January 23, 2013, Eric Schiffer, Jeff Gold and Howard Gold separated from their positions as Chief Executive Officer, Chief Administrative Officer and Executive Vice President of Special Projects, respectively, of the Company and the Parent (and together with the Company, the “Corporation”), and as directors of the Company and Parent.  Conditional upon each of Messrs. Schiffer, Jeff Gold and Howard Gold executing and not revoking a release of claims against the Corporation and certain of its affiliates, each of Messrs. Schiffer, Jeff Gold and Howard Gold will receive benefits commensurable with the benefits payable to him upon a termination without cause under his Employment Agreement, effective January 13, 2012, with the Company and Parent.

Effective January 23, 2013, the Board of Directors of the Company and Parent elected Richard Anicetti and Michael Fung to serve as Interim President and Chief Executive Officer and Interim Executive Vice President and Chief Administrative Officer of the Corporation, respectively. Mr. Anicetti is currently a member of the Board of Directors of the Company and Parent.

33

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this quarterly report (this “Report”), unless the context suggests otherwise, the terms “Company,” “we,” “us,” and “our” refer to 99¢ Only Stores and its consolidated subsidiaries.

General

We are an extreme value retailer of primarily consumable and general merchandise with an emphasis on name-brand products.  Our stores offer a wide assortment of regularly available consumer goods as well as a broad variety of first-quality closeout merchandise.

On January 13, 2012, pursuant to the Agreement and Plan of Merger (the “Merger”), dated as of October 11, 2011, by and among 99¢ Only Stores, Number Holdings, Inc., a Delaware corporation (“Parent”), and Number Merger Sub, Inc. (“Merger Sub”) a subsidiary of Parent, the Merger was consummated.  Merger Sub merged with and into 99¢ Only Stores, with 99¢ Only Stores being the surviving corporation.  As a result of the Merger, we became a subsidiary of Parent.  Parent is controlled by affiliates of Ares Management LLC, Canada Pension Plan Investment Board (together, the “Sponsors”) and Eric Schiffer, the Company’s former Chief Executive Officer, Jeff Gold, the Company’s former President and Chief Administrative Officer, Howard Gold, the Company’s former Executive Vice President, Karen Schiffer and The Gold Revocable Trust dated October 26, 2005 (collectively, the “Rollover Investors”).

The Merger was accounted for as a business combination in accordance with Accounting Standard Codification (“ASC”) 805, “Business Combinations,” whereby the purchase price paid to effect the Merger was allocated to recognize the acquired assets and liabilities at fair value.  In connection with the Merger, we incurred significant indebtedness.  Subsequent to the Merger, interest expense and non-cash depreciation and amortization charges have significantly increased.  The accompanying discussion and analysis of results of operations and cash flows are presented for the “Predecessor” and “Successor” periods preceding and succeeding the Merger, respectively.  The Company’s fiscal year 2013 (“fiscal 2013”) began on April 1, 2012 and will end on March 30, 2013 and will consist of 52 weeks.  The Company’s fiscal year 2012 (“fiscal 2012”) consisted of the Successor period from January 15, 2012 to March 31, 2012 and the Predecessor period from April 3, 2011 to January 14, 2012, for a total of 52 weeks.  The third quarter ended December 29, 2012 (the “third quarter of fiscal 2013”) and the third quarter ended December 31, 2011 (the “third quarter of fiscal 2012”) were each comprised of 91 days.  The first three quarters ended December 29, 2012 (the “first three quarters of fiscal 2013”) and the first three quarters ended December 31, 2011 (the “first three quarters of fiscal 2012”) were each comprised of 273 days.

For the third quarter of fiscal 2013, we had net sales of $439.5 million, operating income of $34.5 million and net income of $12.7 million.  Sales increased during the third quarter of fiscal 2013 primarily due to a 4.3% increase in same-store sales, the full quarter effect of 13 new stores opened in fiscal 2012, and the effect of 12 new stores opened in fiscal 2013.  For the first three quarters of fiscal 2013, we had net sales of $1,233.8 million, operating income of $74.5 million and net income of $8.0 million.  Sales increased during the first three quarters of fiscal 2013 primarily due to a 4.3% increase in same-store sales, the full year effect of 13 new stores opened in fiscal 2012, and the effect of 12 new stores opened in fiscal 2013.

During the third quarter of fiscal 2013, we opened four stores in Southern California, one in Nevada and two in Texas and closed one store in California upon the expiration of a lease.  The Company plans to open approximately six additional stores during the fourth quarter of fiscal 2013 with the majority of new stores expected to be opened in California.  We believe that our near term growth in the remainder of fiscal 2013 will primarily result from new store openings in our existing territories and increases in same-store sales.

Critical Accounting Policies and Estimates

Our critical accounting policies reflecting management’s estimates and judgments are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Registration Statement on Form S-4 (File No. 333-182582) declared effective on October 9, 2012 (the “Registration Statement”).

Results of Operations

The following discussion defines the components of the statement of income.

Net Sales: Revenue is recognized at the point of sale in our 99¢ Only Stores (“retail sales”).  Bargain Wholesale sales revenue is recognized in accordance with the shipping terms agreed upon on the purchase order.  Bargain Wholesale sales are typically recognized free on board origin, where title and risk of loss pass to the buyer when the merchandise leaves the Company’s distribution facility.

34

Cost of Sales: Cost of sales includes the cost of inventory, freight in, inter-state warehouse transportation costs and inventory shrinkage (obsolescence, spoilage, and shrink), and is net of discounts and allowances.  Cash discounts for satisfying early payment terms are recognized when payment is made, and allowances and rebates based upon milestone achievements such as reaching a certain volume of purchases of a vendor’s products are included as a reduction of cost of sales when such contractual milestones are reached in accordance with ASC 605-50-25, “Revenue Recognition-Customer Payments and Incentives-Recognition.”  In addition, we analyze our inventory levels and related cash discounts received to arrive at a value for cash discounts to be included in the inventory balance.  We do not include purchasing, receiving, distribution, warehouse costs and transportation to and from stores in our cost of sales, which totaled $19.7 million and $18.6 million for the third quarter of fiscal 2013 and the third quarter of fiscal 2012, respectively, and totaled $56.7 million and $53.2 million for the first three quarters of fiscal 2013 and 2012, respectively.  Due to this classification, our gross profit rates may not be comparable to those of other retailers that include costs related to their distribution network in cost of sales.

Selling, General and Administrative Expenses: Selling, general, and administrative expenses include purchasing, receiving, inspection and warehouse costs, the costs of selling merchandise in stores (payroll and associated costs, occupancy and other store-level costs), distribution costs (payroll and associated costs, occupancy, transportation to and from stores, and other distribution-related costs), and corporate costs (payroll and associated costs, occupancy, advertising, professional fees, stock-based compensation expense and other corporate administrative costs).  Selling, general, and administrative expenses also include depreciation and amortization expense.

Other Expense (Income): Other expense (income) relates primarily to interest expense on our debt, capitalized leases and the impairment charges related to our marketable securities, net of interest income on our marketable securities.

The following table sets forth selected income statement data, including such data as percentage of net sales for the periods indicated (percentages may not add up due to rounding):

	For the Third Quarter Ended										For the First Three Quarters Ended
	December 29, 2012			% of Net Sales		December 31, 2011			% of Net Sales		December 29, 2012			% of Net Sales		December 31, 2011			% of Net Sales
	(Successor)					(Predecessor)					(Successor)					(Predecessor)
	(In thousands, except percentages)
Net Sales:
99¢ Only Stores	$	427,102		97.2	%	$	393,263		97.4	%	$	1,198,131		97.1	%	$	1,103,027		97.2	%
Bargain Wholesale	12,388			2.8		10,657			2.6		35,672			2.9		32,271			2.8
Total sales	439,490			100.0		403,920			100.0		1,233,803			100.0		1,135,298			100.0
Cost of sales (excluding depreciation and amortization expense shown separately below)	264,231			60.1		238,705			59.1		750,832			60.9		675,489			59.5
Gross profit	175,259			39.9		165,215			40.9		482,971			39.1		459,809			40.5
Selling, general and administrative expenses:
Operating expenses	126,012			28.7		120,605			29.9		365,145			29.6		348,538			30.7
Depreciation	14,290			3.3		7,064			1.7		41,973			3.4		20,758			1.8
Amortization of intangible assets	442			0.1		4			0.0		1,325			0.1		13			0.0
Total selling, general and administrative expenses	140,744			32.0		127,673			31.6		408,443			33.1		369,309			32.5
Operating income	34,515			7.9		37,542			9.3		74,528			6.0		90,500			8.0
Other (income) expense:
Interest income	(29		)	0.0		(79		)	0.0		(288		)	0.0		(281		)	0.0
Interest expense	14,747			3.4		40			0.0		45,861			3.7		375			0.0
Other-than-temporary investment impairment due to credit losses	—			0.0		314			0.1		—			0.0		345			0.0
Loss on extinguishment of debt	—			0.0		—			0.0		16,346			1.3		—			0.0
Other	252			0.1		(11		)	0.0		319			0.0		(73		)	0.0
Total other expense, net	14,970			3.4		264			0.1		62,238			5.0		366			0.0
Income before provision for income taxes	19,545			4.4		37,278			9.2		12,290			1.0		90,134			7.9
Provision for income taxes	6,853			1.6		15,103			3.7		4,279			0.3		35,162			3.1
Net income	$	12,692		2.9	%	$	22,175		5.5	%	$	8,011		0.6	%	$	54,972		4.8	%

35

Third Quarter Ended December 29, 2012 (Successor) Compared to Third Quarter Ended December 31, 2011 (Predecessor)

Net sales.  Total net sales increased $35.6 million, or 8.8%, to $439.5 million in the third quarter of fiscal 2013, from $403.9 million in the third quarter of fiscal 2012.  Net retail sales increased $33.8 million, or 8.6%, to $427.1 million in the third quarter of fiscal 2013, from $393.3 million in the third quarter of fiscal 2012.  Bargain Wholesale net sales increased by approximately $1.7 million, or 16.2%, to $12.4 million in the third quarter of fiscal 2013, from $10.7 million in the third quarter of fiscal 2012.  Of the $33.8 million increase in net retail sales, $16.8 million was due to a 4.3% increase in same-store sales.  The same-store sales increase was attributable to an approximately 1.7% increase in transaction counts and increase in an average ticket size by approximately 2.5%.  The full quarter effect of stores opened in fiscal 2012 increased net retail sales by $8.5 million and the effect of new stores opened during fiscal 2013 increased net retail sales by $10.0 million.  The increase in sales was partially offset by a decrease in sales of approximately $1.5 million due to the effect of closing one store in California upon expiration of its lease during fiscal 2013.

Gross profit.  Gross profit increased $10.1 million, or 6.1%, to $175.3 million in the third quarter of fiscal 2013, from $165.2 million in the third fiscal quarter of 2012.  As a percentage of net sales, overall gross margin decreased to 39.9% in the third quarter of fiscal 2013, from 40.9% in the third quarter of fiscal 2012.  Among the gross profit components, cost of products sold increased by 80 basis points compared to third quarter of fiscal 2012, primarily due to a shift in product mix.  Inventory shrinkage increased by 50 basis points compared to third quarter of fiscal 2012, primarily due to higher inventory shrinkage based on the store physical inventories taken during the third quarter of fiscal 2013 and the resulting increase in our inventory shrinkage reserves.  The remaining change was made up of decreases in freight costs of 20 basis points and other less significant items included in cost of sales.

Operating expenses.  Operating expenses increased by $5.4 million, or 4.5%, to $126.0 million in the third quarter of fiscal 2013, from $120.6 million in the third quarter of fiscal 2012.  As a percentage of net sales, operating expenses decreased to 28.7% for the third quarter of fiscal 2013, from 29.9% for the third quarter of fiscal 2012.  Of the 120 basis point decrease in operating expenses as a percentage of net sales, retail operating expenses decreased by 20 basis points, distribution and transportation costs decreased by 10 basis points, corporate expenses decreased by 10 basis points, and other items decreased by 80 basis points.

Retail operating expenses for the third quarter of fiscal 2013 decreased as a percentage of net sales by 20 basis points to 20.6% of net sales, compared to 20.8% of net sales for third quarter of fiscal 2012.  Utility and payroll-related expenses were slightly lower as a percentage of net sales, partially offset by small increases in rent and outside services as a percentage of net sales.

Distribution and transportation expenses for the third quarter of fiscal 2013 decreased as a percentage of net sales by 10 basis points to 4.5% of net sales, compared to 4.6% of net sales for the third quarter of fiscal 2012.

Corporate operating expenses for the third quarter of fiscal 2013 decreased as a percentage of net sales by 10 basis points to 3.1% of net sales compared to 3.2% of net sales for third quarter of fiscal 2012.

The remaining operating expenses for the third quarter of fiscal 2013 decreased as a percentage of net sales by 80 basis points to 0.4% compared to 1.2% of net sales for third quarter of fiscal 2012.  The decrease in other operating expenses compared to third quarter of fiscal 2012, was primarily due to legal and professional fees of approximately $4.1 million relating to the Merger incurred in the third quarter of fiscal 2012.

Depreciation and amortization.  Depreciation increased $7.2 million to $14.3 million in the third quarter of fiscal 2013 from $7.1 million in third quarter of fiscal 2012.  Depreciation as a percentage of net sales was 3.3% for the third quarter of fiscal 2013 and 1.7% for the third quarter of fiscal 2012.  Amortization of intangibles was $0.4 million in the third quarter of fiscal 2013.  Depreciation and amortization expense in the third quarter of fiscal 2013 were higher than in the third quarter of fiscal 2012, primarily due to the step-up in basis to fair value of our property and equipment and revaluation of intangible assets as a result of the Merger.

Operating income.  Operating income was $34.5 million for the third quarter of fiscal 2013 compared to operating income of $37.5 million for the third quarter of fiscal 2012.  Operating income as a percentage of net sales was 7.9% in the third quarter of fiscal 2013 compared to 9.3% in the third quarter of fiscal 2012.  The decrease in operating income as a percentage of net sales was primarily related to the changes in gross margin and depreciation and amortization as discussed above, partially offset by changes in operating expenses as described above.

Other income/expense, net.  Other expense, net was $15.0 million for the third quarter of fiscal 2013 compared to $0.3 million for the third quarter of fiscal 2012.  Other expense, net in the third quarter of fiscal 2013 primarily included $14.7 million of interest expense, reflecting debt service on borrowings used to finance the Merger.  Other expense, net in the third quarter of fiscal 2012 primarily included $0.3 million in investment impairment charges related to credit losses on the Company’s auction rate securities.  Interest income was less than $0.1 million for the third quarter of fiscal 2013 and fiscal 2012.

Provision for income taxes.The provision for income taxes was $6.9 million for the third quarter of fiscal 2013 compared to $15.1 million for the third quarter of fiscal 2012, due to the decrease in pre-tax income.  The effective tax rate of the provision for income taxes was approximately 35.1% for the third quarter of fiscal 2013 and 40.5% for the third quarter of fiscal 2012.  There was no material change in the net amount of unrecognized tax benefits in the third quarter of fiscal 2013.

36

Net income.  As a result of the items discussed above, net income for the third quarter of fiscal 2013 was $12.7 million compared to net income of $22.2 million for the third quarter of fiscal 2012.  Net income as a percentage of net sales was 2.9% for the third quarter of fiscal 2013 compared to net income of 5.5% for the third quarter of fiscal 2012.

For the First Three Quarters Ended December 29, 2012 Compared to the First Three Quarters Ended December 31, 2011

Net sales. Total net sales increased $98.5 million, or 8.7%, to $1,233.8 million for the first three quarters of fiscal 2013, from $1,135.3 million for the first three quarters of fiscal 2012.  Net retail sales increased $95.1 million, or 8.6%, to $1,198.1 million for the first three quarters of fiscal 2013, from $1,103.0 million for the first three quarters of fiscal 2012.  Bargain Wholesale net sales increased approximately by $3.4 million, or 10.5%, to $35.7 million for the first three quarters of fiscal 2013, from $32.3 million for the first three quarters of fiscal 2012.  Of the $95.1 million increase in net retail sales, $46.4 million was due to a 4.3% increase in same-store sales.  The same-store sales increase was attributable to an approximately 2.0% increase in transaction counts and increase in an average ticket size by approximately 2.3%.  The full year effect of stores opened in fiscal 2012 increased net retail sales by $34.5 million and the effect of new stores opened during fiscal 2013 increased net retail sales by $15.5 million.  The increase in sales was partially offset by a decrease in sales of approximately $1.3 million due to the effect of closing one store in California upon expiration of its lease during fiscal 2013.

Gross profit.  Gross profit increased $23.2 million, or 5.0%, to $483.0 million for the first three quarters of fiscal 2013, from $459.8 million for the first three quarters of fiscal 2012.  As a percentage of net sales, overall gross margin decreased to 39.1% for the first three quarters of fiscal 2013, from 40.5% for the first three quarters of fiscal 2012.  Among the gross profit components, cost of products sold increased by 80 basis points compared to the first three quarters of fiscal 2012, primarily due to a shift in product mix and, to a lesser extent, merchandise price increases.  Inventory shrinkage increased 60 basis points compared to the first three quarters of fiscal 2012, primarily due to higher inventory shrinkage based on the store physical inventories taken during the first three quarters of fiscal 2013 and the resulting increase in our inventory shrinkage reserves.

Operating expenses.  Operating expenses increased by $16.6 million, or 4.8%, to $365.1 million for the first three quarters of fiscal 2013 compared to $348.5 million for the first three quarters of fiscal 2012.  As a percentage of net sales, operating expenses decreased to 29.6% for the first three quarters of fiscal 2013, from 30.7% for the first three quarters of fiscal 2012.  Of the 110 basis points decrease in operating expenses as a percentage of net sales, retail operating expenses decreased by 50 basis points, distribution and transportation expenses were flat, corporate expenses decreased by 10 basis points and other items decreased by 50 basis points.

Retail operating expenses for the first three quarters of fiscal 2013 decreased as a percentage of net sales by 50 basis points to 21.2% of net sales, compared to 21.7% of net sales for the first three quarters of fiscal 2012.  The majority of the decrease as a percentage of net sales was due to both lower utilities expenses, as well as lower payroll-related expenses (primarily due to improved store labor productivity and leveraging positive same-store sales).

Distribution and transportation expenses were flat at 4.6% as a percentage of net sales for the first three quarters of fiscal 2013 and the first three quarters of fiscal 2012.

Corporate operating expenses for the first three quarters of fiscal 2013 decreased as a percentage of net sales by 10 basis points to 3.3%, compared to 3.4% of net sales for the first three quarters of fiscal 2012.

The remaining operating expenses for the first three quarters of fiscal 2013 decreased as a percentage of net sales by 50 basis points to 0.4% compared to 0.9% of net sales for the first three quarters of fiscal 2012.  The decrease in other operating expenses compared to the first three quarters of fiscal 2012 was primarily related to legal and professional fees of approximately $6.6 million relating to the Merger incurred in the first three quarters of fiscal 2012.

Depreciation and amortization.  Depreciation increased $21.2 million to $42.0 million for the first three quarters of fiscal 2013 from $20.8 million for the first three quarters of fiscal 2012.  Depreciation as a percentage of net sales was 3.4% for the first three quarters of fiscal 2013 and 1.8% for the first three quarters of fiscal 2012.  Amortization of intangibles was $1.3 million for the first three quarters of fiscal 2013.  Depreciation and amortization expense for the first three quarters of fiscal 2013 were higher than for the first three quarters of fiscal 2012, primarily due the step-up in basis to fair value of our property and equipment and revaluation of intangible assets as a result of the Merger.

Operating income.  Operating income was $74.5 million for the first three quarters of fiscal 2013 compared to operating income of $90.5 million for the first three quarters of fiscal 2012.  Operating income as a percentage of net sales was 6.0% for the first three quarters of fiscal 2013 compared to 8.0% for the first three quarters of fiscal 2012.  The decrease in operating income as a percentage of net sales was primarily due to changes in gross margin and depreciation and amortization as discussed above, partially offset by changes in operating expenses as described above.

37

Other income/expense, net.Other expense, net was $62.2 million for the first three quarters of fiscal 2013 compared to $0.4 million for the first three quarters of fiscal 2012.  Other expense, net for the first three quarters of fiscal 2013 primarily included $45.9 million of interest expense, reflecting debt service on borrowings used to finance the Merger and a $16.3 million loss on extinguishment of debt relating to amendment of the First Lien Term Loan Facility (as defined below) in April 2012.  Interest income was $0.3 million for each of the first three quarters of fiscal 2013 and fiscal 2012.

Provision for income taxes.  The provision for income taxes was $4.3 million for the first three quarters of fiscal 2013 compared to $35.2 million for the first three quarters of fiscal 2012, due to the decrease in pre-tax income.  The effective tax rate of the provision for income taxes was approximately 34.8% for the first three quarters of fiscal 2013 and 39.0% for the first three quarters of fiscal 2012.  There was no material change in the net amount of unrecognized tax benefits in the first three quarters of fiscal 2013.

Net Income.  As a result of the items discussed above, net income for the first three quarters of fiscal 2013 was $8.0 million, compared to net income of $55.0 million for the first three quarters of fiscal 2012.  Net income as a percentage of net sales was 0.6% for the first three quarters of fiscal 2013 compared to net income of 4.8% for the first three quarters of fiscal 2012.

38

Liquidity and Capital Resources

We historically funded our operations principally from cash provided by operations, short-term investments and cash on hand, and until the Merger, did not generally rely upon external sources of financing.  After the Merger, our capital requirements consist primarily of purchases of inventory, expenditures related to new store openings, working capital requirements for new and existing stores, including lease obligations, and debt service requirements.  Our primary sources of liquidity are the net cash flow from operations, which we believe will be sufficient to fund our regular operating needs and principal and interest payments on our indebtedness, together with availability under our ABL Facility (as defined below) for at least the next 12 months.  We currently do not intend to use the availability under our ABL Facility to fund our capital needs in fiscal 2013; however, depending on the exact timing of budgeted capital expenditures, we may borrow under our ABL Facility for short-term capital requirements in future periods. We do not expect to fund basic working capital needs with our ABL Facility; as such, availability under our ABL Facility is not expected to affect our ability to make immediate buying decisions, willingness to take on large volume purchases or ability to pay cash or accept abbreviated credit terms.

As of the end of the third quarter of fiscal 2013, we held $36.2 million in cash and short-term investments, and had debt of $759.3 million consisting of borrowings under our First Lien Term Loan Facility of $509.3 million and $250 million of our Senior Notes (as defined below).  We have up to an additional $175 million of available borrowings under our ABL Facility and, subject to certain limitations and the satisfaction of certain conditions, we are also permitted to incur up to an aggregate of $200 million of additional borrowings under incremental facilities in our ABL Facility and First Lien Term Loan Facility.  As of December 29, 2012, availability under the ABL Facility subject to the borrowing base was $167.4 million.  We also have, and will continue to have, significant lease obligations.  As of December 29, 2012, our minimum annual rental obligations under long-term operating leases for the remainder of fiscal 2013 are $12.3 million.  These obligations are significant and could affect our ability to pursue significant growth initiatives, such as strategic acquisitions, in the future.  However, we expect to be able to service these obligations from our net cash flow from operations, and we do not expect these obligations to negatively affect our expansion plans for the foreseeable future, including our plans to increase our store count, planned upgrades to our information technology systems and other planned capital expenditures.

Credit Facilities and Senior Notes

On January 13, 2012, in connection with the Merger, we obtained Credit Facilities provided by a syndicate of lenders arranged by Royal Bank of Canada as administrative agent, as well as other agents and lenders that are parties to these Credit Facilities.  The Credit Facilities include (a) $175 million in commitments under the first lien based revolving credit facility (as amended, “ABL Facility”), and (b) $525 million in aggregate principal amount under the first lien term loan facility (as amended, “First Lien Term Loan Facility” and together with the ABL Facility, the “Credit Facilities”).

First Lien Term Loan Facility

The First Lien Term Loan Facility provides for $525 million of borrowings (which may be increased by up to $150.0 million in certain circumstances).  All obligations under the First Lien Term Loan Facility are guaranteed by Parent and our direct wholly owned subsidiary (together, the “Credit Facilities Guarantors”).  In addition, the First Lien Term Loan Facility is secured by pledges of certain of our equity interests and equity interests of the Credit Facilities Guarantors.

We are required to make scheduled quarterly payments each equal to 0.25% of the original principal amount of the term loan (approximately $1.3 million), with the balance due on the maturity date, January 13, 2019.  Borrowings under the First Lien Term Loan Facility bear interest at an annual rate equal to an applicable margin plus, at our option, (A) a Base Rate determined by reference to the highest of (a) the interest rate in effect determined by the administrative agent as “Prime Rate” (3.25% as of December 29, 2012), (b) the federal funds effective rate plus 0.50% and (c) an adjusted Eurocurrency rate for one month (determined by reference to the greater of the Eurocurrency rate for the interest period multiplied by the Statutory Reserve Rate or 1.50 per annum) plus 1.00%, or (B) an Adjusted Eurocurrency Rate.  The applicable margin used is 5.50% for Eurocurrency loans and 4.50% for base rate loans.

On April 4, 2012, we amended the terms of our existing seven-year $525 million First Lien Term Loan Facility, and incurred refinancing costs of $11.2 million.  The amendment, among other things, decreased the applicable margin from London Interbank Offered Rate (“LIBOR”) plus 5.50% (or base rate plus 4.50%) to LIBOR plus 4.00% (or base rate plus 3.00%) and decreased the LIBOR floor from 1.50% to 1.25%.  The maximum capital expenditures covenant in the First Lien Term Loan Facility was also amended to permit an additional $5 million in capital expenditures each year throughout the term of the First Lien Term Loan Facility.

The Company evaluated the proper accounting treatment for the amendment.  Specifically, the Company evaluated the position of each lender under both the original First Lien Term Loan Facility and the amended First Lien Term Loan Facility. The Company determined that a portion of the refinancing transaction was to be accounted for as debt extinguishment, representing the outstanding principal amount of loans held by lenders under the original First Lien Term Loan Facility that were not lenders under the amended First Lien Term Loan Facility. In accordance with applicable guidance for debt modification and extinguishment, the Company recognized a $16.3 million loss on debt extinguishment related to a portion of the unamortized debt issuance costs, unamortized original issue discount (“OID”) and refinancing costs incurred in connection with the amendment for the portion of the First Lien Term Loan Facility that was extinguished.

39

As of December 29, 2012, the interest rate charged on the First Lien Term Loan Facility was 5.25% (1.25% Eurocurrency rate, plus the Eurocurrency loan margin of 4.00%).  As of December 29, 2012, amount outstanding under the First Lien Term Loan Facility was $509.3 million.

Following the end of each fiscal year, we are required to prepay the First Lien Term Loan Facility in an amount equal to 50% of Excess Cash Flow (as defined in the First Lien Term Loan Facility agreement and with stepdowns to 25% and 0% based on achievement of specified total leverage ratios), minus the amount of certain voluntary prepayments of the First Lien Term Loan Facility and/or the ABL Facility during such fiscal year.

The First Lien Term Loan Facility includes restrictions on our ability and the ability of the Parent and certain of our subsidiaries to, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, our capital stock, make certain acquisitions or investments, materially change our business, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to and make capital expenditures or merge or consolidate with or into, another company.  As of December 29, 2012, we were in compliance with the terms of the First Lien Term Loan Facility.

During the first quarter ended June 30, 2012 (the first quarter of fiscal 2013), we entered into an interest rate cap agreement.  The interest rate cap agreement limits our interest exposure on a notional value of $261.8 million to 3.00% plus an applicable margin of 4.00%.  The term of the interest rate cap is from May 29, 2012 to November 29, 2013.  We paid fees of $0.05 million to enter into the interest rate cap agreement.

During the first quarter of fiscal 2013, we entered into an interest rate swap agreement to limit the variability of cash flows associated with interest payments on our First Lien Term Loan Facility that result from fluctuations in the LIBOR rate.  The swap limits our interest exposure on a notional value of $261.8 million to 1.36% plus an applicable margin of 4.00%.  The term of the swap is from November 29, 2013 through May 31, 2016.  The fair value of the swap on the trade date was zero as we neither paid nor received any value to enter into the swap, which was entered into at market rates.  The fair value of the swap at December 29, 2012 was a liability of $2.5 million.

ABL Facility

The ABL Facility provides for up to $175.0 million of borrowings (which may be increased by up to $50.0 million in certain circumstances), subject to certain borrowing base limitations.  All obligations under the ABL Facility are guaranteed by the Company, our immediate Parent and our direct wholly owned subsidiary (together, the “ABL Guarantors”).  The ABL Facility is secured by substantially all of our assets and the assets of the ABL Guarantors.

Borrowings under the ABL Facility bear interest for an initial period until June 30, 2012 at an applicable margin plus, at our option, a fluctuating rate equal to (A) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the interest rate in effect determined by the administrative agent as “Prime Rate”  (3.25% at the date of the Merger), and (c) Adjusted Eurocurrency Rate (determined to be the LIBOR rate multiplied by the Statutory Reserve Rate) for an Interest Period of one (1) month plus 1.00% or (B) the Adjusted Eurocurrency Rate.  The interest rate charged on borrowings under the ABL Facility from the date of the Merger until June 30, 2012 was 4.25% (the base rate (prime rate at 3.25%) plus the applicable margin of 1.00%).  Thereafter, borrowings under the ABL Facility will have variable pricing and will be based, at our option, on (a) LIBOR plus an applicable margin to be determined (1.75% as of December 29, 2012) or (b) the determined base rate (prime rate) plus an applicable margin to be determined (0.75% at December 29, 2012) in each case based on a pricing grid depending on average daily excess availability for the most recently ended quarter.

In addition to paying interest on outstanding principal under the Credit Facilities, we were required to pay a commitment fee to the lenders under the ABL Facility on unutilized commitments at a rate of 0.375% for the period from the date of the Merger until June 30, 2012.  Thereafter, the commitment fee will be adjusted at the beginning of each quarter based upon the average historical excess availability of the prior quarter (0.50% for the quarter ended December 29, 2012).  We must also pay customary letter of credit fees and agency fees.

As of December 29, 2012 and March 31, 2012, we had no outstanding borrowings under the ABL Facility, and availability under the ABL Facility, subject to the borrowing base was $167.4 million as of December 29, 2012.

The ABL Facility includes restrictions on our ability, and the ability of the Parent and certain of our subsidiaries to, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, our capital stock, make certain acquisitions or investments, materially change our business, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to, make capital expenditures or merge or consolidate with or into, another company.  The ABL Facility was amended on April 4, 2012 to permit an additional $5 million in capital expenditures for each year during the term of the ABL Facility.  As of December 29, 2012, we were in compliance with the terms of the ABL Facility.

40

Senior Notes

On December 29, 2011, we issued $250 million aggregate principal amount of 11% Senior Notes that mature on December 15, 2019 (the “Senior Notes”).  At March 31, 2012, the Senior Notes were guaranteed by each of our subsidiaries, 99 Cents Only Stores Texas, Inc., a Delaware corporation, and 99 Cents Only Stores, a Nevada corporation (“99 Cents Only Stores (Nevada)”).  In September 2012, 99 Cents Only Stores (Nevada), our inactive wholly owned subsidiary, was dissolved.  As of December 29, 2012, the Senior Notes are guaranteed by, 99 Cents Only Stores Texas, Inc. (the “Senior Notes Guarantor”).

In connection with the issuance of the Senior Notes, we entered into a registration rights agreement that required us to conduct an exchange offer enabling holders to exchange the Senior Notes for registered notes with terms identical in all material respects to the terms of the Senior Notes, except the registered notes would be freely tradable.  The exchange offer closed on November 7, 2012.

Pursuant to the terms of the indenture governing the Senior Notes (the “Indenture”), we may redeem all or a part of the Senior Notes at certain redemption prices applicable based on the date of redemption.

The Senior Notes are (i) equal in right of payment with all of our and the Senior Notes Guarantor’s existing and future senior indebtedness; (ii) effectively junior to our and the Senior Notes Guarantor’s existing and future secured indebtedness, to the extent of the value of the interest of the holders of that secured indebtedness in the assets securing such indebtedness; (iii) unconditionally guaranteed on a senior unsecured unsubordinated basis by the Senior Notes Guarantor; and (iv) junior to the indebtedness or other liabilities of our subsidiaries that are not guarantors.  We are not required to make any mandatory redemptions or sinking fund payments, and may at any time or from time to time purchase notes in the open market.

The Indenture contains covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to incur or guarantee additional indebtedness, create or incur certain liens, pay dividends or make other restricted payments, incur restrictions on the payment of dividends or other distributions from our restricted subsidiaries, make certain investments, transfer or sell assets, engage in transactions with affiliates, or merge or consolidate with other companies or transfer all or substantially all of our assets.

As of December 29, 2012, we were in compliance with the terms of the Indenture.

Cash Flows

Net cash provided by operations during the first three quarters of fiscal 2013 and 2012 was $52.7 million and $44.1 million, respectively, consisting primarily of $75.5 million and $68.7 million, respectively, of net income adjusted for non-cash items.  During the first three quarters of fiscal 2013, we used cash of $23.7 million from working capital and provided cash of $0.8 million for other activities.  During the first three quarters of fiscal 2012, we used cash of $25.4 million for working capital and provided cash of $0.7 million of other activities.  Net cash used by working capital activities for the first three quarters of fiscal 2013 primarily reflects an increase in inventories and income taxes receivable and decreases in accrued expenses and workers’ compensation liability, partially offset by an increase in accounts payable and a decrease in accounts receivable.  Net cash used by working capital activities for the first three quarters of fiscal 2012 primarily reflects an increase in inventories and decrease in workers’ compensation liability.

Net cash used by investing activities during the first three quarters of fiscal 2013 was $29.5 million.  Net cash used in investing activities during the first three quarters of fiscal 2012 was $34.1 million.  In the first three quarters of fiscal 2013 and fiscal 2012, we used $44.4 million and $33.2 million, respectively, for the purchase of property and equipment.  Property purchases in the third quarter of fiscal 2013 included the acquisition for $13.5 million of a 1.6 acre site with two adjacent buildings and parking lots.  The site is in a high visibility commercial area of west Los Angeles, California that we plan to develop into one of our stores. We purchased $1.5 million of investments and received proceeds of $4.4 million from the sales and maturities of investments during the first three quarters of fiscal 2013.  We received proceeds of $12.0 million from the disposal and sale of fixed assets during the first three quarters of fiscal 2013.  We purchased $50.9 million of investments and received proceeds of $50.0 million from the sales and maturities of investments during the first three quarters of fiscal 2012.  We received proceeds of less than $0.1 million from the disposal and sale of fixed assets during the first three quarters of fiscal 2012.

Net cash used by financing activities during the first three quarters of fiscal 2013 was $15.2 million, which is comprised primarily of payment of debt issuance costs of $11.2 million and repayments of debt of $3.9 million.  Net cash provided by financing activities during the first three quarters of fiscal 2012 was $2.9 million, which is comprised primarily of $3.3 million in proceeds received from the exercise of stock options, partially offset by payments of $1.7 million used to satisfy the employee tax obligations related to the issuance of performance stock units as part of the our equity incentive plan.

41

We estimate that total capital expenditures in fiscal year 2013 will be approximately $68.5 million representing approximately $42 million for leasehold improvements, fixtures and equipment for new and existing stores, approximately $13.5 million for the acquisition of the west Los Angeles property, approximately $9 million for information technology projects and approximately $4 million for other capital projects.  We intend to fund our liquidity requirements in fiscal 2013 from net cash provided by operations, short-term investments and cash on hand, and the ABL Facility, if necessary.

Senior Management Changes

On January 23, 2013, Eric Schiffer, Jeff Gold and Howard Gold separated from their positions as Chief Executive Officer, Chief Administrative Officer and Executive Vice President of Special Projects, respectively, of the Company and the Parent (and together with the Company, the “Corporation”), and as directors of the Company and Parent.  Conditional upon each of Messrs. Schiffer, Jeff Gold and Howard Gold executing and not revoking a release of claims against the Corporation and certain of its affiliates, each of Messrs. Schiffer, Jeff Gold and Howard Gold will receive benefits commensurable with the benefits payable to him upon a termination without cause under his Employment Agreement, effective January 13, 2012, with the Company and Parent.

Effective January 23, 2013, the Board of Directors of the Company and Parent elected Richard Anicetti and Michael Fung to serve as Interim President and Chief Executive Officer and Interim Executive Vice President and Chief Administrative Officer of the Corporation, respectively. Mr. Anicetti is currently a member of the Board of Directors of the Company and Parent.

Off-Balance Sheet Arrangements

As of December 29, 2012, we had no off-balance sheet arrangements.

Contractual Obligations

A summary of our contractual obligations as of March 31, 2012 is provided in the Registration Statement.  During the first three quarters of fiscal 2013, there was no material change in our contractual obligations previously disclosed.

Lease Commitments

We lease various facilities under operating leases (except for one location that is classified as a capital lease), which will expire at various dates through fiscal year 2031.  Most of the lease agreements contain renewal options and/or provide for fixed rent escalations or increases based on the Consumer Price Index.  Total minimum lease payments under each of these lease agreements, including scheduled increases, are charged to operations on a straight-line basis over the term of each respective lease.  Most leases require us to pay property taxes, maintenance and insurance. Rental expense charged to operations for the third quarter of fiscal 2013 and 2012 was $15.7 million and $14.0 million, respectively.  Rental expense charged to operations for the first three quarters of fiscal 2013 and 2012 was $46.0 million and $41.8 million, respectively.  We typically seek leases with a five-year to ten-year term and with multiple five-year renewal options.  A large majority of our store leases were entered into with multiple renewal periods, which are typically five years and occasionally longer.

Seasonality and Quarterly Fluctuations

We have historically experienced and expect to continue to experience some seasonal fluctuations in our net sales, operating income, and net income.  The highest sales periods for us are the Christmas, Halloween and Easter seasons.  A proportionately greater amount of our net sales and operating and net income is generally realized during the quarter ended on or near December 31. Our quarterly results of operations may also fluctuate significantly as a result of a variety of other factors, including the timing of certain holidays such as Easter, the timing of new store openings and the merchandise mix.

New Authoritative Pronouncements

Information regarding new authoritative pronouncements is contained in Note 17 to our Consolidated Financial Statements for the quarter ended December 29, 2012, which is incorporated herein by this reference.

42

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate risk for our debt borrowings and short-term investments.

Our primary interest rate exposure relates to outstanding principal amounts under the Credit Facilities.  As of December 29, 2012, we had variable rate borrowings of $509.3 million under the First Lien Term Loan Facility and no borrowings under the ABL Facility.  The maximum commitment under the ABL Facility was $175 million on December 29, 2012.  The Credit Facilities provide interest rate options based on certain indices as described in Note 7 to our Consolidated Financial Statements for the quarter ended December 29, 2012, which is incorporated herein by this reference.

During the first quarter of fiscal 2013, we entered into an interest rate swap agreement to limit the variability of cash flows associated with interest payments on the First Lien Term Loan Facility that result from fluctuations in the LIBOR rate.  The swap limits our interest exposure on a notional value of $261.8 million to 1.36% plus an applicable margin of 4.00%.  The term of the swap is from November 29, 2013 through May 31, 2016.  The fair value of the swap on the trade date was zero as we neither paid nor received any value to enter into the swap, which was entered into at market rates.  As of December 29, 2012, the fair value of the interest rate swap was recorded as a non-current liability of $2.5 million.

In addition, during the first quarter of fiscal 2013, we entered into an interest rate cap agreement.  The interest rate cap agreement limits our interest exposure on a notional value of $261.8 million to 3.00% plus an applicable margin of 4.00%.  The term of the interest rate cap is from May 29, 2012 to November 29, 2013.  We paid $0.05 million to enter into the interest rate cap agreement.

A change in interest rates on our variable rate debt impacts our pre-tax earnings and cash flows.  Based on our variable rate borrowing levels and interest rate derivatives outstanding, the annualized effect of a 1% increase in applicable interest rates would have resulted in a reduction of our pre-tax earnings and cash flows of less than $0.1 million for the three months ended December 29, 2012.

At December 29, 2012, we had $0.5 million in securities maturing at various dates through April 2042.  We intend to liquidate all available for sale securities within one year.  At December 29, 2012, our investment portfolio contains auction rate securities, and therefore, should not bear any interest risk due to early disposition.  At December 29, 2012, the fair value of our investments approximated the carrying value.

43

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Report, under the supervision and with the participation of the Company’s management, including our Interim Chief Executive Officer and Chief Financial Officer. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Based on this evaluation, the Company’s Interim Chief Executive Officer and Chief Financial Officer each concluded that as of December 29, 2012, the Company’s controls and procedures were not effective due to the material weakness related to the accounting for debt extinguishment.

Remediation of a Material Weakness in Internal Control Over Financial Reporting

As more fully described in Note 19 to our Consolidated Financial Statements on Form 10-Q/A for the quarter ended September 29, 2012 (as filed with the SEC on February 12, 2013), the material weakness resulted in an underreporting of a $16.3 million loss on debt extinguishment related to the portion of the unamortized debt issuance costs, unamortized OID and refinancing costs incurred with the repricing for the portion of the original First Lien Term Loan Facility that was extinguished, in the Company’s interim unaudited financial statements for the periods ended June 30, 2012 and September 29, 2012.

In an effort to remediate the identified material weakness, the Company initiated and implemented the following series of measures:

·education and training of personnel on the accounting treatment for debt modification and extinguishment;

·detailed review of the debt modification and extinguishment;

·review of debt modification and extinguishment  transactions by a qualified person; and

·improvement of our communication with the administrative agent under the First Lien Term Loan Facility, including notification of the composition of the lenders party to the First Lien Term Loan Facility.

The Company is committed to a strong internal control environment and will continue to review the effectiveness of its internal controls over financial reporting and other disclosure controls and procedures.

Based on the implementation of the above measures, the above mentioned material weakness has been remediated as of the date of filing of this Form 10-Q.

Changes in Internal Control over Financial Reporting

Except as described above, the Company did make any changes that materially affected or are reasonably likely to materially affect its internal control over financial reporting.

44

PART II    OTHER INFORMATION

Item 1.    Legal Proceedings

Information regarding legal proceedings is contained in Note 13 to our Consolidated Financial Statements for the quarter ended December 29, 2012 under the heading “Legal Matters”, which is incorporated herein by reference.

Item 1A.  Risk Factors

Reference is made to Item 1A. Risk Factors, in the Registration Statement for information regarding the most significant factors affecting the Company’s operations.  Except as set forth below, as of December 29, 2012, there have been no material changes to the Risk Factors disclosed in the Registration Statement.

The following replaces the header and corresponding risk factor included in the Registration Statement:

We rely heavily on our executive management team and changes in our management team could adversely affect our business strategy, performance and results of operations.

We have historically relied heavily on the continued service of our executive management team.  Effective January 23, 2013, Eric Schiffer, Jeff Gold and Howard Gold separated from their positions as Chief Executive Officer, Chief Administrative Officer and Executive Vice President of Special Projects, respectively.  Richard Anicetti and Michael Fung have been appointed Interim President and Chief Executive Officer and Interim Executive Vice President and Chief Administrative Officer, respectively; however, we have not yet identified permanent replacements for our former executives.  Competition for skilled and experienced management personnel is intense, and we may be unable to identify, hire and effectively integrate new members of management into senior positions on our anticipated timeframe or at all, which could disrupt our business.  Moreover, these and any other changes in management could result in changes to, or affect the execution of, our business strategy, which could adversely affect our performance and results of operations.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.    Defaults Upon Senior Securities

None

Item 4.    Mine Safety Disclosures

None

Item 5.   Other Information

None

Item 6.   Exhibits

3.1	Amended and Restated Articles of Incorporation of 99¢ Only Stores. (1)
3.2	Amended and Restated Bylaws of 99¢ Only Stores. (1)
10.40	Amendment, dated as of December 21, 2012, to the Lease for 13023 Hawthorne Boulevard, Hawthorne, California, dated January 13, 2012, by and between the Registrant as Tenant and HKJ Gold, Inc. as Landlord.*
10.41	Amendment, dated as of December 21, 2012, to the Lease for 6161 Atlantic Boulevard, Maywood, California, dated January 13, 2012, by and between the Registrant as Tenant and 6135-6161 Atlantic Boulevard Partnership as Landlord.*
10.42	Amendment, dated as of December 21, 2012, to the Lease for 14139 Paramount Boulevard, Paramount, California, dated January 13, 2012, by and between the Registrant as Tenant and David Gold and Sherry Gold, Trustees of the Gold Revocable Trust Dated 10/26/2005 as Landlord.*

45

10.43	Amendment, dated as of December 21, 2012, to the Lease for 6122-6130 Pacific Boulevard, Huntington Park, California, dated January 13, 2012, by and between the Registrant as Tenant and Au Zone Investment #2, L.P. as Landlord.*
10.44	Amendment, dated as of December 21, 2012, to the Lease for 14901 Hawthorne Boulevard, Lawndale, California, dated January 13, 2012, by and between Au Zone Investment #2, L.P. as Landlord and the Registrant as Tenant.*
10.45	Amendment, dated as of December 21, 2012, to the Lease for 5599 Atlantic Avenue, North Long Beach, California, dated January 13, 2012, by and between the Registrant as Tenant and HKJ Gold, Inc. as Landlord.*
10.46	Amendment, dated as of December 21, 2012, to the Lease for 1514 North Main Street, Santa Ana, California, dated as of January 13, 2012, by and between the Registrant as Tenant and Howard Gold, Jeff Gold, Eric J. Schiffer and Karen R. Schiffer as Landlord.*
10.47	Amendment, dated as of December 21, 2012, to the Lease for 6121 Wilshire Boulevard, Los Angeles, California, dated as of January 13, 2012, by and between the Registrant as Tenant and HKJ Gold, Inc. as Landlord.*
10.48	Amendment, dated as of December 21, 2012, to the Lease for 8625 Woodman Avenue, Arleta, California, dated as of January 13, 2012, by and between the Registrant as Tenant and Au Zone Investment #2, L.P. as Landlord.*
10.49	Amendment, dated as of December 21, 2012, to the Lease for 2566 East Florence Avenue, Walnut Park, California, dated as of January 13, 2012, by and between HKJ Gold, Inc. as Landlord and the Registrant as Tenant.*
10.50	Amendment, dated as of December 21, 2012, to the Lease for 3420 West Lincoln Avenue, Anaheim, California, dated as of January 13, 2012, by and between the Registrant as Tenant and HKJ Gold, Inc. as Landlord.*
10.51	Amendment, dated as of December 21, 2012, to the Lease for 12123-12125 Carson Street, Hawaiian Gardens, California, dated as of January 13, 2012, by and between the Registrant as Tenant and Au Zone Investment #2, L.P., as Landlord.*
10.52	Amendment, dated as of December 21, 2012, to the Lease for 2606 North Broadway, Los Angeles, California, dated as of January 13, 2012, by and between HKJ Gold, Inc. as Landlord and the Registrant as Tenant.*
31.1	Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*
31.2	Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.*
32.1	Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.**
32.2	Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.**
101.INS	XBRL Instance Document***
101.SCH	XBRL Taxonomy Extension Schema***
101.CAL	XBRL Taxonomy Extension Calculation Linkbase***
101.DEF	XBRL Taxonomy Extension Definition Linkbase***
101.LAB	XBRL Taxonomy Extension Label Linkbase***

46

101.PRE XBRL Taxonomy Extension Presentation Linkbase***

*	Filed herewith.
**	Furnished herewith.
***	Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.
(1)	Incorporated by reference from the registrant’s Current Report on Form 8-K as filed with Securities and Exchange Commission on January 13, 2012.

47

SIGNATURE

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.

	99¢ ONLY STORES
Date:  February 12, 2013	By:	/s/ Frank Schools
	Frank Schools
	Senior Vice President, Chief Financial Officer

48

EX-10.40

Exhibit 10.40

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between HKJ Gold, Inc., a California corporation (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 13023 Hawthorne Boulevard, Hawthorne, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Thirteen Thousand Seven Hundred Fifty and 00/100 Dollars ($13,750.00) per month, as contemplated by Section 1.08(a)(i) thereof.

2.True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

1

4.Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

2

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	HKJ Gold, Inc.,
	a California corporation
	By:	/s/ Jeff Gold
		Name: Jeff Gold
		Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 6)]

3

EX-10.41

Exhibit 10.41

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between 6135-6161 Atlantic Boulevard Partnership, a California partnership (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 6161 Atlantic Boulevard, Maywood, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Fifteen Thousand, Five Hundred Fifty Seven and 67/100 Dollars ($15,557.67) per month, as contemplated by Section 1.08(a)(i) thereof.

2.True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

4.Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	6135-6161 Atlantic Boulevard Partnership,
	a California general partnership
	By:	/s/ David Gold
		Name: David Gold
		Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 14)]

3

EX-10.42

Exhibit 10.42

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between David Gold and Sherry Gold, Trustees of the Gold Revocable Trust Dated 10/26/2005 (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 14139 Paramount Boulevard, Paramount, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Eleven Thousand Nine Hundred Thirty Two and 50/100 Dollars ($11,932.50) per month, as contemplated by Section 1.08(a)(i) thereof.

2.True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

4.Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	David Gold and Sherry Gold, Trustees of the Gold Revocable Trust Dated 10/26/2005
	By:	/s/ David Gold
		Name: David Gold
		Title: Trustee
	By:	/s/ Sherry Gold
		Name: Sherry Gold
		Title: Trustee
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 27)]

3

EX-10.43

Exhibit 10.43

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between Au Zone Investment #2, L.P., a California limited partnership (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 6122-6130 Pacific Boulevard, Huntington Park, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Sixteen Thousand One Hundred Forty Seven and 50/100 Dollars ($16,147.50) per month, as contemplated by Section 1.08(a)(i) thereof.

2.True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

4.Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	Au Zone Investment #2, L.P.,
	a California limited partnership
	By:	Au Zone Investments #3, LLC,
		a California limited liability company,
		its General Partner
		By:	/s/ David Gold
			Name: David Gold
			Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 33)]

3

EX-10.44

Exhibit 10.44

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between Au Zone Investment #2, L.P., a California limited partnership (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 14901 Hawthorne Boulevard, Lawndale, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Seventeen Thousand Fifty Two and 00/100 Dollars ($17,052.00) per month, as contemplated by Section 1.08(a)(i) thereof.

2.True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof  and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

1

4.Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

2

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	Au Zone Investment #2, L.P.,
	a California limited partnership
	By:	Au Zone Investments #3, LLC,
		a California limited liability company,
		its General Partner
		By:	/s/ David Gold
			Name: David Gold
			Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 34)]

3

EX-10.45

Exhibit 10.45

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between HKJ Gold, Inc., a California corporation (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 5599 Atlantic Avenue, North Long Beach, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.             Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Eleven Thousand Nine Hundred Thirty Five and 92/100 Dollars ($11,935.92) per month, as contemplated by Section 1.08(a)(i) thereof.

2.             True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.             Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

1

4.             Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.             Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

2

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	HKJ Gold, Inc.,
	a California corporation
	By:	/s/ Jeff Gold
		Name: Jeff Gold
		Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 38)]

3

EX-10.46

Exhibit 10.46

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between Howard Gold, an individual, Jeff Gold, an individual, Eric J. Schiffer, an individual, and Karen R. Schiffer, an individual (collectively, “LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 1514 North Main Street, Santa Ana, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.             Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Nineteen Thousand Nine Hundred Nineteen and 00/100 Dollars ($19,919.00) per month, as contemplated by Section 1.08(a)(i) thereof.

2.             True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.             Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

4.             Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.             Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	By:	/s/ Howard Gold
		Howard Gold, an individual
	By:	/s/ Jeff Gold
		Jeff Gold, an individual
	By:	/s/ Eric Schiffer
		Eric J. Schiffer, an individual
	By:	/s/ Karen Schiffer
		Karen R. Schiffer, an individual
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 39)]

3

EX-10.47

Exhibit 10.47

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between HKJ Gold, Inc., a California corporation (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 6121 Wilshire Boulevard, Los Angeles, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.             Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Forty One Thousand Seven Hundred Eighty and 25/100 Dollars ($41,780.25) per month, as contemplated by Section 1.08(a)(i) thereof.

2.             True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Parking Lease.

a.Section 8.01 of the LEASE is hereby deleted in its entirety, and replaced with the following:

“Section 8.01  Eminent Domain.  If all or any portion of the PREMISES are taken under the power of eminent domain or sold under threat thereof (all of which are called “CONDEMNATION”), this LEASE shall terminate as to the part taken or sold on the date the condemning authority takes title or possession, whichever occurs first.  If:  (i) more than twenty percent (20%) of the (A) floor area of the PREMISES is taken or (B) the sum of the parking spaces demised to TENANT hereunder and those demised to TENANT under the PARKING LEASE are taken; or (ii) regardless of the portion of the PREMISES or parking so taken, if TENANT’s gross sales during the six full calendar months following any CONDEMNATION are less than eighty percent (80%) of TENANT’s gross sales for the six (6) full calendar months preceding such CONDEMNATION; or (iii) if, in TENANT’s reasonable business judgment, TENANT is unable to load and unload, merchandise at the PREMISES in a reasonable manner as a result of such taking; or (iv) more than ten percent of the storefront of the PREMISES is taken; then x) in the case of such events i, iii and/or iv, TENANT may terminate this LEASE as of the date the condemning authority takes title or possession, by delivering written notice to LANDLORD on or before such date and y) in the case of such event ii, TENANT may terminate this LEASE as a date not more than eight (8) months following the date the condemning authority takes title or possession, by delivering written notice to LANDLORD at least thirty (30) calendar days in advance of such termination.  If TENANT does not so terminate this LEASE, this LEASE shall remain in effect as to the portion of the PREMISES not taken, except that the BASE RENT and ADDITIONAL RENT shall be reduced in proportion to the reduction in the floor area of the PREMISES.  Any award for the taking of all or any part of the PREMISES under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of LANDLORD; provided, however, that TENANT shall be entitled to any award for, or to bring an action for a separate award for, the following:

(a)loss of or damage to TENANT’s trade fixtures, personal property and tenant improvements that have been paid for by TENANT;

(b)           [INTENTIONALLY OMITTED];

2

(c)relocation expenses incurred by TENANT as a result of such taking; and

(d)           loss of business and good will.

In no event shall TENANT be entitled to any award or portion of any award for the value of the leasehold estate (i.e., the leasehold bonus value).  In the event that this LEASE is not terminated by reason of such condemnation, LANDLORD shall to the extent of award of damages received by LANDLORD in connection with such condemnation, repair any damage to the PREMISES.”

b.The following is hereby added to the LEASE as Section 12.21:

“Section 12.21 Termination of Parking Lease.  If the PARKING LEASE terminates, or is terminated by either LANDLORD or TENANT, for any reason (other than in connection with a default or breach thereof by TENANT), then TENANT shall have the right, but not the obligation, to terminate this LEASE concurrently with or effective any time within ninety (90) days after such termination of the PARKING LEASE by delivering written notice to LANDLORD at least thirty (30) days in advance of such termination.”

4.             Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

5.             Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

6.             Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

3

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	HKJ Gold, Inc.,
	a California corporation
	By:	/s/ Jeff Gold
		Name: Jeff Gold
		Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 41)]

4

EX-10.48

Exhibit 10.48

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between Au Zone Investment #2, L.P., a California limited partnership (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 8625 Woodman Avenue, Arleta, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.             Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Twenty Five Thousand Four Hundred Thirty One and 25/100 Dollars ($25,431.25) per month, as contemplated by Section 1.08(a)(i) thereof.

2.             True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.             Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

4.             Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.             Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	Au Zone Investment #2, L.P.,
	a California limited partnership
	By:	Au Zone Investments #3, LLC,
		a California limited liability company,
		its General Partner
		By:	/s/ David Gold
			Name: David Gold
			Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 42)]

3

EX-10.49

Exhibit 10.49

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between HKJ Gold, Inc., a California corporation (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 2566 E. Florence Avenue, Walnut Park, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Nine Thousand Two Hundred Sixty Six and 83/100 Dollars ($9,266.83) per month, as contemplated by Section 1.08(a)(i) thereof.

2.True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

1

4.Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

2

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	HKJ Gold, Inc.,
	a California corporation
	By:	/s/ Jeff Gold
		Name: Jeff Gold
		Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 44)]

3

EX-10.50

Exhibit 10.50

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between HKJ Gold, Inc., a California corporation (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 3420 West Lincoln Avenue, Anaheim, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Twenty Four Thousand Nine Hundred Sixteen and 67/100 Dollars ($24,916.67) per month, as contemplated by Section 1.08(a)(i) thereof.

2.True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof  and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

1

4.Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

2

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	HKJ Gold, Inc.,
	a California corporation
	By:	/s/ Jeff Gold
		Name: Jeff Gold
		Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 50)]

3

EX-10.51

Exhibit 10.51

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between Au Zone Investment #2, L.P., a California limited partnership (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 12123-12125 Carson Street, Hawaiian Gardens, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Thirteen Thousand Seven Hundred Eighty Eight and 50/100 Dollars ($13,788.50) per month, as contemplated by Section 1.08(a)(i) thereof.

2.True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

4.Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	Au Zone Investment #2, L.P.,
	a California limited partnership
	By:	Au Zone Investments #3, LLC,
		a California limited liability company,
		its General Partner
		By:	/s/ David Gold
			Name: David Gold
			Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 46)]

3

EX-10.52

Exhibit 10.52

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE is dated as of December 21, 2012, by and between HKJ Gold, Inc., a California corporation (“LANDLORD”) and 99¢ Only Stores, a California corporation (“TENANT”), with reference to the following facts:

WHEREAS, the parties hereto, among others, entered into that certain letter agreement (the “LETTER AGREEMENT”) dated October 11, 2011, which LETTER AGREEMENT provided for, among other things, the parties hereto to enter into a lease demising certain real property commonly known as 2606 North Broadway, Los Angeles, CA (the “PREMISES”) on the terms and conditions set forth in the LETTER AGREEMENT, including that the parties negotiate in good faith to agree upon the fair market rental value to be used as BASE RENT (as defined in the LEASE);

WHEREAS, the parties hereto entered into such lease (the “LEASE”) on January 13, 2012 (the “LEASE EFFECTIVE DATE”), and were unable to reach an agreement on the fair market rental value to be used as BASE RENT;

WHEREAS, pursuant to the terms of the LETTER AGREEMENT, the LEASE included a BASE RENT, subject to adjustment to the fair market rental value once the same was determined; and

WHEREAS, the parties hereto have reached an agreement on the fair market rental value to be used as BASE RENT, and desire to amend the LEASE to further reflect the terms and provisions set forth herein;

NOW, THEREFOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Base Rent.  Effective as of the LEASE EFFECTIVE DATE, the BASE RENT set forth in the LEASE shall be adjusted to Thirteen Thousand One Hundred Thirty Eight and 75/100 Dollars ($13,138.75) per month, as contemplated by Section 1.08(a)(i) thereof.

2.True Up Payment.  The “RENT TRUE UP DATE” shall be the last day of the calendar month during which this FIRST AMMENDMENT TO LEASE is fully executed and delivered to both LANDLORD and TENANT.  Within ten (10) business days following the RENT TRUE UP DATE, TENANT shall pay to LANDLORD the sum calculated as the difference between the following sums: (i) the new BASE RENT, as set forth in Section 1 hereof and (ii) the BASE RENT actually paid by TENANT to LANDLORD, each sum calculated for the time period between the LEASE EFFECTIVE DATE and the RENT TRUE UP DATE.

3.Ratification.  Except as expressly amended by the terms of this FIRST AMENDMENT TO LEASE, the LEASE is hereby ratified and confirmed in all respects.

1

4.Governing Law.  The laws of the state in which the PREMISES are located shall govern this FIRST AMENDMENT TO LEASE.

5.Counterparts.  This FIRST AMENDMENT TO LEASE may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

2

IN WITNESS WHEREOF, LANDLORD and TENANT have executed this FIRST AMENDMENT TO LEASE as of the date first set forth above.

“LANDLORD”:
	HKJ Gold, Inc.,
	a California corporation
	By:	/s/ Jeff Gold
		Name: Jeff Gold
		Title: President
“TENANT”:
	99¢ ONLY STORES,
	a California corporation
	By:	/s/ Eric Schiffer
		Name: Eric Schiffer
		Title: Chief Executive Officer

[Signature Page to First Amendment to Lease (Store # 51)]

3

EX-31.1

EXHIBIT 31.1

Certification of

Chief Executive Officer

of 99¢ Only Stores

I, Richard Anicetti, certify that:

1I have reviewed this quarterly report on Form 10-Q of 99¢ Only Stores;

2.Based on my knowledge, this 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 report;

3.Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.The registrant’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this 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 reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer 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 the 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.

Date: February 12, 2013
By:	/s/ Richard Anicetti
	Richard Anicetti
	Interim President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of

Chief Financial Officer

of 99¢ Only Stores

I, Frank Schools, certify that:

1.I have reviewed this quarterly report on Form 10-Q of 99¢ Only Stores;

2.Based on my knowledge, this 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 report;

3.Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.The registrant’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this 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 reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer 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 the 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.

Date:  February 12, 2013

By:	/s/ Frank Schools
	Frank Schools
	Senior Vice President, Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

OF 99¢ ONLY STORES

This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Report”) for the period ended December 29, 2012 of 99¢ Only Stores (the “Issuer”).

I, Richard Anicetti, the Interim Chief Executive Officer of the Issuer certify that to the best of my knowledge:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Date: February 12, 2013
By:	/s/ Richard Anicetti
	Richard Anicetti, Interim President and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C 1350) and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF 99¢ ONLY STORES

This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Report”) for the period ended December 29, 2012 of 99¢ Only Stores (the “Issuer”).

I, Frank Schools, the Chief Financial Officer of the Issuer certify that to the best of my knowledge:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Date:  February 12, 2013
By:	/s/ Frank Schools
	Frank Schools, Senior Vice President, Chief Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C 1350) and is not being filed as part of the Report or as a separate disclosure document.

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details 2)	9 Months Ended
	Dec. 29, 2012 item
Owned buildings and improvements
Property and equipment
Property, Plant and Equipment, Useful Life, Maximum	30
Fixtures and equipment
Property and equipment
Property, Plant and Equipment, Useful Life, Maximum	5
Transportation equipment
Property and equipment
Property, Plant and Equipment, Useful Life, Minimum	3
Property, Plant and Equipment, Useful Life, Maximum	5
Information and technology major corporate systems
Property and equipment
Property, Plant and Equipment, Useful Life, Maximum	7
Information and technology stand alone systems
Property and equipment
Property, Plant and Equipment, Useful Life, Maximum	5

XML

Income Taxes (Details)	9 Months Ended
	Dec. 29, 2012	Dec. 31, 2011
Income Taxes
Effective income tax rate (as a percent)	34.80%	39.00%

XML

Derivative Financial Instruments (Details) (USD $)	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Dec. 29, 2012 Derivatives not designated as hedging instruments Other expense	Dec. 29, 2012 Derivatives not designated as hedging instruments Other expense	Dec. 29, 2012 Derivatives designated as cash flow hedging instruments OCI	Dec. 29, 2012 Derivatives designated as cash flow hedging instruments OCI	Dec. 29, 2012 Derivatives designated as cash flow hedging instruments Interest expense	Dec. 29, 2012 Derivatives designated as cash flow hedging instruments Interest expense	Dec. 29, 2012 Interest Rate Cap Derivatives not designated as hedging instruments	May 26, 2012 Interest Rate Cap Derivatives not designated as hedging instruments	Dec. 29, 2012 Interest Rate Cap Derivatives not designated as hedging instruments Other current assets	Dec. 29, 2012 Interest Rate Swap Derivatives designated as cash flow hedging instruments	May 26, 2012 Interest Rate Swap Derivatives designated as cash flow hedging instruments	Dec. 29, 2012 Interest Rate Swap Derivatives designated as cash flow hedging instruments Other liabilities	Dec. 29, 2012 Interest Rate Swap Derivatives designated as cash flow hedging instruments Accumulated other comprehensive loss, net of tax (included in shareholders' equity)
Derivative Financial Instruments
Aggregate notional amount								$ 261,800,000			$ 261,800,000
Description of variable rate basis							LIBOR
Cap Interest rate on LIBOR							3.00%
Applicable margin (as a percent)							4.00%			4.00%
Effective fixed interest rate (as a percent)										1.36%
Fair Value
Derivative assets									4,000
Derivative liabilities												2,522,000	1,109,000
Recorded amounts included in the consolidated statements of comprehensive income
Loss related to effective portion of derivative recognized			92,000	1,109,000
Loss related to ineffective portion of derivative recognized					31,000	673,000
Loss recognized	$ 23,000	$ 46,000

XML

Commitments and Contingencies (Details) (USD $)			1 Months Ended		0 Months Ended
	Dec. 29, 2012	Mar. 31, 2012	Jun. 26, 2010 Wage and Hour Matters Luis Palencia v. 99¢ Only Stores item	Sep. 14, 2012 Wage and Hour Matters Luis Palencia v. 99¢ Only Stores	Apr. 30, 2010 Wage and Hour Matters Sheridan Reed v. 99¢ Only Stores item	Nov. 07, 2012 Wage and Hour Matters Sheridan Reed v. 99¢ Only Stores	Dec. 29, 2012 Wage and Hour Matters Shelley Pickett v. 99¢ Only Stores Minimum	Dec. 29, 2012 Wage and Hour Matters Shelley Pickett v. 99¢ Only Stores Maximum	Dec. 29, 2012 Texas Maximum	Mar. 31, 2012 Texas Maximum	Dec. 29, 2012 California	Mar. 31, 2012 California	Mar. 31, 2012 Letter of Credit
Commitments and Contingencies.
Standby letter of credit related to leased property													$ 400,000
Estimated workers' compensation claims	37,533,000	39,024,000							100,000	100,000	37,500,000	39,000,000
Self Insured Health Insurance Liability	800,000	900,000
Number of sub-classes			3		4
Bonuses, commissions or incentive wages subclass, period of employment during which employees received bonuses, commissions or incentive wages					4 years
Unpaid vacation wages subclass, period of employment					4 years
Non-compliant wage statement subclass, period of employment					4 years
Unpaid wages subclass, period of employment			4 years		4 years
Non-compliant wage statement subclass, period of employment during which employees received wage statement			1 year
Unreimbursed business expenses subclass, period during which employee paid business-related expenses			4 years
Amount accrued for expected payments in connection with the settlement				2,200,000		600,000
Civil penalties per violation, per each pay period for each affected employee							$ 100	$ 200

XML

Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Dec. 29, 2012	Dec. 29, 2012	Dec. 31, 2011 Predecessor	Dec. 31, 2011 Predecessor
Net income	$ 12,692	$ 8,011	$ 22,175	$ 54,972
Unrealized holding gains on securities arising during period		4	167	29
Unrealized losses on interest rate cash flow hedge	(92)	(1,109)
Reclassification adjustments, net of tax effects	(19)	(24)	182	164
Other comprehensive (loss) income, net of tax	(111)	(1,129)	349	193
Comprehensive income	12,581	6,882	22,524	55,165
Tax effect of unrealized holding gains (losses) on marketable securities	0	3	111	19
Tax effect of unrealized losses on interest rate cash flow hedge	(61)	(739)	0	0
Tax effect of reclassification adjustment	$ (13)	$ (16)	$ 121	$ 109

XML

Fair Value of Financial Instruments (Tables)

9 Months Ended

Dec. 29, 2012

Fair Value of Financial Instruments

Schedule of financial assets and liabilities recorded at fair value on a recurring basis, by level within the fair value hierarchy

The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of December 29, 2012 (in thousands):

	December 29, 2012
	Total		Level 1		Level 2		Level 3
ASSETS
Auction rate securities	$	476	$	—	$	—	$	476
Total available-for-sale securities	$	476	$	—	$	—	$	476
Other current assets — interest rate cap	$	4	$	—	$	4	$	—
Other assets — assets that fund deferred compensation	$	5,212	$	5,212	$	—	$	—
LIABILITES
Other long-term liabilities — interest rate swap	$	2,522	$	—	$	2,522	$	—
Other long-term liabilities — deferred compensation	$	5,212	$	5,212	$	—	$	—

The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of March 31, 2012 (in thousands):

	March 31, 2012
	Total		Level 1		Level 2		Level 3
ASSETS
Money market funds	$	1,627	$	1,627	$	—	$	—
Auction rate securities	2,004		—		—		2,004
Total available-for-sale securities	$	3,631	$	1,627	$	—	$	2,004
Other assets — assets that fund deferred compensation	$	5,136	$	5,136	$	—	$	—
LIABILITES
Other long-term liabilities — deferred compensation	$	5,136	$	5,136	$	—	$	—

Summary of activity for the period of changes in fair value of the Company's Level 3 investments

The following table summarizes the activity for the period of changes in fair value of the Company’s Level 3 investments (in thousands):

	Fair Value Measurements Using Significant Unobservable Inputs  (Level 3)
	For the Third Quarter Ended						For the First Three Quarters Ended
Auction Rate Securities	December 29, 2012			December 31, 2011			December 29, 2012			December 31, 2011
	(Successor)			(Predecessor)			(Successor)			(Predecessor)
Description
Beginning balance	$	1,603		$	7,685		$	2,004		$	8,409
Transfers into Level 3	—			—			—			—
Total realized/unrealized gains (loss):
Included in earnings	(229		)	(303		)	(273		)	(300		)
Included in other comprehensive (income) loss	(32		)	477			(33		)	501
Purchases, redemptions and settlements:
Purchases	—			—			—			—
Redemptions	(866		)	(173		)	(1,222		)	(924		)
Ending balance	$	476		$	7,686		$	476		$	7,686
Total amount of unrealized gains for the period included in other comprehensive loss attributable to the change in fair market value relating to assets still held at the reporting date	$	—		$	477		$	7		$	501

XML

Assets Held for Sale (Details) (USD $)	Dec. 29, 2012	Mar. 31, 2012	Dec. 29, 2012 La Quinta land	Dec. 29, 2012 Rancho Mirage land	Jun. 30, 2012 Eagan, Minnesota warehouse
Assets held for sale
Assets held for sale, current	$ 2,621,000	$ 6,849,000	$ 400,000	$ 2,200,000	$ 6,400,000
Loss on sale of asset					$ 200,000

XML

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Dec. 29, 2012

Basis of Presentation and Summary of Significant Accounting Policies

Fiscal Periods

Fiscal Periods

The Company follows a fiscal calendar consisting of four quarters with 91 days, each ending on the Saturday closest to the calendar quarter-end, and a 52-week fiscal year with 364 days, with a 53-week year every five to six years.  Unless otherwise stated, references to years in this Report relate to fiscal years rather than calendar years.  On January 13, 2012, the Company completed the Merger.  The accompanying consolidated financial statements are presented for the “Predecessor” and “Successor” relating to the periods preceding and succeeding the Merger, respectively.  Fiscal 2013 began on April 1, 2012 and will end on March 30, 2013 and will consist of 52 weeks.  The Company’s fiscal year ended March 31, 2012 (“fiscal 2012”) consisted of the Successor period from January 15, 2012 to March 31, 2012 and the Predecessor period from April 3, 2011 to January 14, 2012, for a total of 52 weeks. The third quarter ended December 29, 2012 (the “third quarter of fiscal 2013”) and third quarter ended December 31, 2011 (the “third quarter of fiscal 2012”) were each comprised of 91 days.  The period ended December 29, 2012 (the “first three quarters of fiscal 2013”) and the period ended December 31, 2011 (the “first three quarters of fiscal 2012”) were each comprised of 273 days.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure 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 these estimates.

Reclassifications

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Cash

Cash

For purposes of reporting cash flows, cash includes cash on hand and at the stores and cash in financial institutions.  >The majority of payments due from financial institutions for the settlement of debit card and credit card transactions process within three business days and therefore are classified as cash.  Cash balances held at financial institutions, at times, may exceed federally insured limits.  The Company has not experienced any losses in such accounts.  All non-interest bearing cash balances were fully insured at December 29, 2012 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012.  Under the program, there is no limit to the amount of insurance for eligible accounts.  Beginning in calendar 2013, insurance coverage will revert to $250,000 per depositor at each financial institution, and non-interest bearing cash balances may again exceed federally insured limits.  The Company’s interest-bearing amounts on deposit are not insured by the Federal Deposit Insurance Corporation.  The Company places its temporary cash investments with what it believes to be high credit, quality financial institutions.

Allowance For Doubtful Accounts

Allowance for Doubtful Accounts

In connection with its wholesale business, the Company evaluates the collectability of accounts receivable based on a combination of factors.  In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected.  For all other customers and tenants, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and the Company’s historical experiences.

Investments

Investments

The Company’s investments in debt and equity securities are classified as available-for-sale and are comprised primarily of money market funds and auction rate securities.

Investment securities are recorded as required by Accounting Standard Codification (“ASC”) 320, “Investments-Debt and Equity Securities.”  These investments are carried at fair value, based on quoted market prices or other readily available market information.  Investments are adjusted for the amortization of premiums or discounts to maturity and such amortization is included in interest income.  Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income, which is a separate component of shareholders’ equity in the Company’s Consolidated Balance Sheets.  Gains and losses are recognized when realized in the Company’s Consolidated Statements of Comprehensive Income.  When it is determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in earnings.

Inventories

Inventories

Inventories are valued at the lower of cost (first in, first out) or market.  Valuation allowances for shrinkage as well as excess and obsolete inventory are also recorded.  Shrinkage is estimated as a percentage of sales for the period from the last physical inventory date to the end of the applicable period.  Such estimates are based on experience and the most recent physical inventory results.  Physical inventories are taken at each of the Company’s retail stores at least once a year.  Additional store-level physical inventories are taken by the service companies from time to time based on a particular store’s performance and/or book inventory balance.  The Company also performs inventory reviews and analysis on a quarterly basis for both warehouse and store inventory to determine inventory valuation allowances for excess and obsolete inventory.  The Company’s policy is to analyze all items held in inventory that would not be sold through at current sales rates over a 24 month period to determine what merchandise should be reserved for as excess and obsolete.  The valuation allowances for excess and obsolete inventory in many locations (including various warehouses, store backrooms, and sales floors of its stores), require management judgment and estimates that may impact the ending inventory valuation and valuation allowances that may affect the reported gross margin for the period.

In order to obtain inventory at attractive prices, the Company takes advantage of large volume purchases, closeouts and other similar purchase opportunities.  As such, the Company’s inventory fluctuates from period to period and the inventory balances vary based on the timing and availability of such opportunities.

At times, the Company also makes large block purchases of inventory that it plans to sell over a period of longer than twelve months.  At each of December 29, 2012 and March 31, 2012, the Company held inventory of specific products identified as expected to sell over a period that exceeds twelve months in the amounts of approximately $6.4 million, which is included in deposits and other assets in the consolidated financial statements.

Property and Equipment

Property and Equipment

Property and equipment are carried at cost and are depreciated or amortized on a straight-line basis over the following useful lives:

Owned buildings and improvements	Lesser of 30 years or the estimated useful life of the improvement
Leasehold improvements	Lesser of the estimated useful life of the improvement or remaining lease term
Fixtures and equipment	5 years
Transportation equipment	3-5 years
Information technology systems	For major corporate systems, estimated useful life up to 7 years; for functional stand alone systems, estimated useful life up to 5 years

The Company’s policy is to capitalize expenditures that materially increase asset lives and expense ordinary repairs and maintenance as incurred.

Long-Lived Assets

Long-Lived Assets

In accordance with ASC 360, “Property, Plant and Equipment,” the Company assesses the impairment of long-lived assets quarterly or when events or changes in circumstances indicate that the carrying value may not be recoverable.  Recoverability is measured by comparing the carrying amount of an asset to expected future net cash flows generated by the asset.  If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, the carrying amount is compared to its fair value and an impairment charge is recognized to the extent of the difference.  Factors that the Company considers important that could individually or in combination trigger an impairment review include the following: (1) significant underperformance relative to expected historical or projected future operating results; (2) significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business; and (3) significant changes in the Company’s business strategies and/or negative industry or economic trends.  On a quarterly basis, the Company assesses whether events or changes in circumstances occur that potentially indicate that the carrying value of long-lived assets may not be recoverable (Level 3 measurement, see Note 9).  Considerable management judgment is necessary to estimate projected future operating cash flows.  Accordingly, if actual results fall short of such estimates, significant future impairments could result.  During the first three quarters of fiscal 2013 and fiscal 2012, the Company did not record any asset impairment charges.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

In connection with the Merger purchase price allocation, the fair values of long-lived and intangible assets have been determined based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases were obtained from independent professional valuation experts.  Under ASC 350, “Intangibles — Goodwill and Other” the Company amortizes intangible assets over their estimated useful lives unless such lives are deemed indefinite.

Goodwill and indefinite-lived intangible assets are not amortized but instead tested annually for impairment or more frequently when events or changes in circumstances indicate that the assets might be impaired.  Goodwill is tested for impairment by comparing the carrying amount of the reporting unit to the fair value of the reporting unit to which the goodwill is assigned.  Under Accounting Standards Update (“ASU”) 2011-8 (effective December 15, 2011), which amends the guidance in ASC 350-20 on testing goodwill for impairment, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step one of the goodwill impairment test).  If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required.  This amendment does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment.  In addition, there is no amendment to the requirement to test goodwill for impairment between annual tests if events or circumstances warrant; however, it does revise the examples of events and circumstances that an entity should consider.

The Company will perform an assessment for impairment during the fourth quarter of fiscal 2013, and annually thereafter.  In the event that the Company does not perform a qualitative assessment or a qualitative assessment indicates that goodwill has been impaired, then the two-step test is used to identify the potential impairment and to measure the amount of impairment, if any.  The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill.  If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, goodwill is impaired and the loss is measured by performing step two.  Under step two, the impairment loss is measured by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill.  Management has determined that the Company’s has two reporting units, the wholesale reporting unit and the retail reporting unit.

Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on undiscounted cash flows, and, if impaired, written down to fair value based on either discounted cash flows or appraised values.  Significant judgment is required in determining whether a potential indicator of impairment of long-lived assets exists and in estimating future cash flows used in the impairment tests.

Derivatives

Derivatives

The Company accounts for derivative financial instruments in accordance with accounting ASC 815, “Derivatives and Hedging.”  All financial instrument positions taken by the Company are intended to be used to manage risks associated with interest rate exposures.

The Company’s derivative financial instruments are recorded on the balance sheet at fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity.  Changes in the fair values of derivatives are recorded in net earnings or other comprehensive income (“OCI”), based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction.  Gains or losses on derivative instruments reported in accumulated other comprehensive income are reclassified to earnings in the period the hedged item affects earnings.  Any ineffectiveness is recognized in earnings in the period incurred.

Purchase Accounting

Purchase Accounting

Under ASC 805, “Business Combinations” the Company’s assets and liabilities have been accounted for at their estimated fair values as of the date of the Merger.  The aggregate purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based upon an assessment of their relative fair value as of the Merger date.  These estimates of fair values, the allocation of the purchase price and other factors related to the accounting for the Merger are subject to significant judgments and the use of estimates.

Income Taxes

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, “Income Taxes” (“ASC 740”).  Under the liability method, deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities.  ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the net deferred tax assets will not be realized.  The Company’s ability to realize deferred tax assets is assessed throughout the year and a valuation allowance is established accordingly.  ASC 740 requires the Company to recognize the impact of a tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position.  The Company recognizes potential interest and penalties related to uncertain tax positions in income tax expense.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation expense under the fair value recognition provisions of ASC 718, “Compensation-Stock Compensation” (“ASC 718”).  ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model.  The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods.  The Company estimates the fair value for each option award as of the date of grant using the Black-Scholes option pricing model.  The Black-Scholes model considers, among other factors, the expected life of the award and the expected volatility of the stock price.  Stock options are generally granted to employees at exercise prices equal to the fair market value of the stock at the dates of grant.

Revenue Recognition

Revenue Recognition

The Company recognizes retail sales in its retail stores at the time the customer takes possession of merchandise.  All sales are net of discounts and returns, and exclude sales tax.  Wholesale sales are recognized in accordance with the shipping terms agreed upon on the purchase order.  Wholesale sales are typically recognized free on board origin, where title and risk of loss pass to the buyer when the merchandise leaves the Company’s distribution facility.

The Company has a gift card program.  The Company does not charge administrative fees on gift cards and the Company’s gift cards do not have expiration dates.  The Company records the sale of gift cards as a current liability and recognizes a sale when a customer redeems a gift card.  The liability for outstanding gift cards is recorded in accrued expenses.  The Company has not recorded any breakage income related to its gift card program.

Cost of Sales

Cost of Sales

Cost of sales includes the cost of inventory, freight in, inter-state warehouse transportation costs, obsolescence, spoilage, scrap and inventory shrinkage, and is net of discounts and allowances.  Cash discounts for satisfying early payment terms are recognized when payment is made, and allowances and rebates based upon milestone achievements such as reaching a certain volume of purchases of a vendor’s products are included as a reduction of cost of sales when such contractual milestones are reached in accordance with ASC 605-50-25, “Revenue Recognition-Customer Payments and Incentives-Recognition.”  In addition, the Company analyzes its inventory levels and the related cash discounts received to arrive at a value for cash discounts to be included in the inventory balance.  The Company does not include purchasing, receiving and distribution warehouse costs in its cost of sales.  Due to this classification, the Company’s gross profit rates may not be comparable to those of other retailers that include costs related to their distribution network in cost of sales.

Operating Expenses

Operating Expenses

Selling, general and administrative expenses include purchasing, receiving, inspection and warehouse costs, the costs of selling merchandise in stores (payroll and associated costs, occupancy and other store-level costs), distribution costs (payroll and associated costs, occupancy, transportation to and from stores and other distribution-related costs) and corporate costs (payroll and associated costs, occupancy, advertising, professional fees and other corporate administrative costs).

Leases

Leases

The Company follows the policy of capitalizing allowable expenditures that relate to the acquisition and signing of its retail store leases.  These costs are amortized on a straight-line basis over the applicable lease term.

The Company recognizes rent expense for operating leases on a straight-line basis (including the effect of reduced or free rent and rent escalations) over the applicable lease term.  The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight-line basis is included in deferred rent.  Cash reimbursements received from landlords for leasehold improvements and other cash payments received from landlords as lease incentives are recorded as deferred rent.  Deferred rent related to landlord incentives is amortized as an offset to rent expense using the straight-line method over the applicable lease term.

For store closures where a lease obligation still exists, the Company records the estimated future liability associated with the rental obligation on the cease use date (when the store is closed) in accordance with ASC 420, “Exit or Disposal Cost Obligations” (“ASC 420”).  Liabilities are established at the cease use date for the present value of any remaining operating lease obligations, net of estimated sublease income, and at the communication date for severance and other exit costs, as prescribed by ASC 420.  Key assumptions in calculating the liability include the timeframe expected to terminate lease agreements, estimates related to the sublease potential of closed locations and estimates of other related exit costs.  If actual timing and potential termination costs or realization of sublease income differ from the Company’s estimates, the resulting liabilities could vary from recorded amounts.  These liabilities are reviewed periodically and adjusted when necessary.

During the first three quarters of fiscal 2013, the Company sold and leased back three stores and the resulting leases qualify and are accounted for as operating leases.  The net proceeds from the sale-leaseback transactions amounted to $5.3 million.  Gains of $0.4 million were deferred and are being amortized over the lease terms (12-15 years).

Self-insured Workers' Compensation Liability

Self-Insured Workers’ Compensation Liability

The Company self-insures for workers’ compensation claims in California and Texas.  The Company establishes a liability for losses of both estimated known and incurred but not reported insurance claims based on reported claims and actuarial valuations of estimated future costs of known and incurred but not yet reported claims.  Should an amount of claims greater than anticipated occur, the liability recorded may not be sufficient and additional workers’ compensation costs, which may be significant, could be incurred. The Company has not discounted the projected future cash outlays for the time value of money for claims and claim-related costs when establishing its workers’ compensation liability in its financial reports for December 29, 2012 and March 31, 2012.

Self-Insured Health Insurance Liability

Self-Insured Health Insurance Liability

During the second quarter of fiscal 2012 ended October 1, 2011 (the “second quarter of fiscal 2012”), the Company began self-insuring for a portion of its employee medical benefit claims.  The liability for the self-funded portion of the Company health insurance program is determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported.  The Company maintains stop loss insurance coverage to limit its exposure for the self-funded portion of its health insurance program.

Pre-Opening Costs

Pre-Opening Costs

The Company expenses, as incurred, all pre-opening costs related to the opening of new retail stores.

Advertising

Advertising

The Company expenses advertising costs as incurred except the costs associated with television advertising, which are expensed the first time the advertising takes place.  Advertising expenses were $1.4 million in the third quarter of each of fiscal 2013 and 2012.  Advertising expenses were $4.0 million and $4.1 million for the first three quarters of fiscal 2013 and 2012, respectively.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash, short-term marketable securities, accounts receivable, interest rate derivatives, accounts payable, accruals, debt, and other liabilities.  Cash, short-term marketable securities and interest rate derivatives are measured and recorded at fair value.  Accounts receivable and other receivables are financial assets with carrying values that approximate fair value.  Accounts payable and other accrued expenses are financial liabilities with carrying values that approximate fair value.  See Note 9 for further discussion of the fair value of debt.

The Company complies with the provisions of ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”).  ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements required under other accounting pronouncements.  ASC 820-10-35, “Subsequent Measurement” (“ASC 820-10-35”), clarifies that fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants.  ASC 820-10-35 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available.  Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model.  The Company also follows ASC 825, “Financial Instruments,” to expand required disclosures.

Comprehensive Income

Comprehensive Income

ASC 220, “Comprehensive Income” establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements.  Accumulated other comprehensive income includes unrealized gains or losses on investments and interest rate derivatives designated as cash flow hedges.

XML

Fair Value of Financial Instruments (Details 2) (Auction rate securities, USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Dec. 29, 2012	Dec. 29, 2012	Dec. 31, 2011 Predecessor	Dec. 31, 2011 Predecessor
Fair Value Measurements Using Significant Unobservable Inputs
Beginning balance	$ 1,603	$ 2,004	$ 7,685	$ 8,409
Total realized/unrealized gains (loss):
Included in earnings	(229)	(273)	(303)	(300)
Included in other comprehensive (income) loss	(32)	(33)	477	501
Purchases, redemptions and settlements:
Redemptions	(866)	(1,222)	(173)	(924)
Ending balance	476	476	7,686	7,686
Unrealized gains (losses) included in other comprehensive loss
Total amount of unrealized (losses) gains for the period included in other comprehensive loss attributable to the change in fair market value relating to assets still held at the reporting date		$ 7	$ 477	$ 501

XML

Goodwill and Other Intangibles (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Dec. 29, 2012 Y	Mar. 31, 2012 Y
Indefinite lived intangible assets:
Goodwill	$ 471,750	$ 471,513
Total indefinite lived intangible assets	881,750	881,513
Finite lived intangible assets:
Gross Carrying Amount	68,723	68,723
Accumulated Amortization	(5,845)	(1,289)
Net Carrying Amount	62,878	67,434
Total goodwill and other intangible assets, Gross Carrying Amount	950,473	950,236
Total goodwill and other intangible assets, Net Carrying Amount	944,628	948,947
Trademarks
Finite lived intangible assets:
Amortization Period	20	20
Gross Carrying Amount	2,000	2,000
Accumulated Amortization	(96)	(21)
Net Carrying Amount	1,904	1,979
Bargain Wholesale customer relationships
Finite lived intangible assets:
Amortization Period	12	12
Gross Carrying Amount	20,000	20,000
Accumulated Amortization	(1,603)	(353)
Net Carrying Amount	18,397	19,647
Favorable leases
Finite lived intangible assets:
Gross Carrying Amount	46,723	46,723
Accumulated Amortization	(4,146)	(915)
Net Carrying Amount	42,577	45,808
Favorable leases | Minimum
Finite lived intangible assets:
Amortization Period	2	2
Favorable leases | Maximum
Finite lived intangible assets:
Amortization Period	17	17
Trade name
Indefinite lived intangible assets:
Net Carrying Amount	$ 410,000	$ 410,000

XML

Financial Guarantees (Tables)

9 Months Ended

Dec. 29, 2012

Financial Guarantees

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 29, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantor			Consolidating Adjustments			Consolidated
ASSETS
Current Assets:
Cash	$	37,024		$	115		$	(1,462	)	$	35,677
Short-term investments	476			—			—			476
Accounts receivable, net	1,181			125			—			1,306
Income taxes receivable	17,680			—			—			17,680
Deferred income taxes	24,091			—			—			24,091
Inventories, net	209,946			29,297			—			239,243
Assets held for sale	2,621			—			—			2,621
Other	11,965			1,037			—			13,002
Total current assets	304,984			30,574			(1,462		)	334,096
Property and equipment, net	412,165			63,827			—			475,992
Deferred financing costs, net	21,730			—			—			21,730
Equity investments and advances to subsidiaries	109,669			22,510			(132,179		)	—
Intangible assets, net	470,044			2,834			—			472,878
Goodwill	471,750			—			—			471,750
Deposits and other assets	11,089			3,291			—			14,380
Total assets	$	1,801,431		$	123,036		$	(133,641	)	$	1,790,826
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	53,515		$	5,699		$	(1,462	)	$	57,752
Intercompany payable	22,510			14,152			(36,662		)	—
Payroll and payroll-related	17,489			1,779			—			19,268
Sales tax	7,252			677			—			7,929
Other accrued expenses	18,855			3,844			—			22,699
Workers’ compensation	37,458			75			—			37,533
Current portion of long-term debt	5,237			—			—			5,237
Current portion of capital lease obligation	81			—			—			81
Total current liabilities	162,397			26,226			(38,124		)	150,499
Long-term debt	754,020			—			—			754,020
Unfavorable lease commitments, net	15,142			723			—			15,865
Deferred rent	3,683			570			—			4,253
Deferred compensation liability	5,212			—			—			5,212
Capital lease obligation, net of current portion	292			—			—			292
Long-term deferred income taxes	216,828			—			—			216,828
Other liabilities	3,780			—			—			3,780
Total liabilities	1,161,354			27,519			(38,124		)	1,150,749
Shareholders’ Equity:
Preferred stock	—			—			—			—
Common stock	—			—			—			—
Additional paid-in capital	638,465			99,942			(99,942		)	638,465
Retained earnings (deficit)	2,718			(4,425		)	4,425			2,718
Other comprehensive loss	(1,106		)	—			—			(1,106		)
Total shareholders’ equity	640,077			95,517			(95,517		)	640,077
Total liabilities and shareholders’ equity	$	1,801,431		$	123,036		$	(133,641	)	$	1,790,826

As of March 31, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
ASSETS
Current Assets:
Cash	$	23,793		$	3,973		$	—		$	27,766
Short-term investments	3,631			—			—			3,631
Accounts receivable, net	2,592			407			—			2,999
Income taxes receivable	6,634			234			—			6,868
Deferred income taxes	25,843			—			—			25,843
Inventories, net	187,234			27,084			—			214,318
Assets held for sale	6,849			—			—			6,849
Other	10,515			782			—			11,297
Total current assets	267,091			32,480			—			299,571
Property and equipment, net	408,456			68,069			—			476,525
Deferred financing costs, net	30,400			—			—			30,400
Equity investments and advances to subsidiaries	472,360			373,224			(845,584		)	—
Intangible assets, net	477,492			(58		)	—			477,434
Goodwill	471,513			—			—			471,513
Deposits and other assets	9,689			2,909			—			12,598
Total assets	$	2,137,001		$	476,624		$	(845,584	)	$	1,768,041
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	38,271		$	3,136		$	—		$	41,407
Intercompany payable	377,766			453,952			(831,718		)	—
Payroll and payroll-related	13,986			1,594			—			15,580
Sales tax	5,630			498			—			6,128
Other accrued expenses	27,207			3,362			—			30,569
Workers’ compensation	38,949			75			—			39,024
Current portion of long-term debt	5,250			—			—			5,250
Current portion of capital lease obligation	77			—			—			77
Total current liabilities	507,136			462,617			(831,718		)	138,035
Long-term debt	758,351			—			—			758,351
Unfavorable lease commitments, net	19,035			(76		)	—			18,959
Deferred rent	581			217			—			798
Deferred compensation liability	5,136			—			—			5,136
Capital lease obligation, net of current portion	354			—			—			354
Long-term deferred income taxes	214,874			—			—			214,874
Other liabilities	767			—			—			767
Total liabilities	1,506,234			462,758			(831,718		)	1,137,274
Shareholders’ Equity:
Preferred stock	—			—			—			—
Common stock	—			1			(1		)	—
Additional paid-in capital	636,037			15,000			(15,000		)	636,037
Accumulated deficit	(5,293		)	(1,135		)	1,135			(5,293		)
Other comprehensive income	23			—			—			23
Total shareholders’ equity	630,767			13,866			(13,866		)	630,767
Total liabilities and shareholders’ equity	$	2,137,001		$	476,624		$	(845,584	)	$	1,768,041

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Third Quarter Ended December 29, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	400,790		$	38,700		$	—		$	439,490
Cost of sales (excluding depreciation and amortization expense shown separately below)	239,453			24,778			—			264,231
Gross profit	161,337			13,922			—			175,259
Selling, general and administrative expenses:
Operating expenses	113,952			12,060			—			126,012
Depreciation and amortization	12,310			2,422			—			14,732
Total selling, general and administrative expenses	126,262			14,482			—			140,744
Operating income (loss)	35,075			(560		)	—			34,515
Other (income) expense:
Interest income	(29		)	—			—			(29		)
Interest expense	14,747			—			—			14,747
Equity in (earnings) loss of subsidiaries	560			—			(560		)	—
Other	252			—			—			252
Total other expense, net	15,530			—			(560		)	14,970
Income (loss) before provision for income taxes	19,545			(560		)	560			19,545
Provision for income taxes	6,853			—			—			6,853
Net income (loss)	$	12,692		$	(560	)	$	560		$	12,692
Comprehensive income	$	12,581		$	—		$	—		$	12,581

For the First Three Quarters Ended December 29, 2012

(Successor)

 (In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	1,125,417		$	108,386		$	—		$	1,233,803
Cost of sales (excluding depreciation and amortization expense shown separately below)	682,032			68,800			—			750,832
Gross profit	443,385			39,586			—			482,971
Selling, general and administrative expenses:
Operating expenses	329,676			35,469			—			365,145
Depreciation and amortization	35,847			7,451			—			43,298
Total selling, general and administrative expenses	365,523			42,920			—			408,443
Operating income (loss)	77,862			(3,334		)	—			74,528
Other (income) expense:
Interest income	(244		)	(44		)	—			(288		)
Interest expense	45,861			—			—			45,861
Equity in (earnings) loss of subsidiaries	3,290			—			(3,290		)	—
Loss on extinguishment of debt	16,346			—			—			16,346
Other	319			—			—			319
Total other expense (income), net	65,572			(44		)	(3,290		)	62,238
Income (loss) before provision for income taxes	12,290			(3,290		)	3,290			12,290
Provision for income taxes	4,279			—			—			4,279
Net income (loss)	$	8,011		$	(3,290	)	$	3,290		$	8,011
Comprehensive income	$	6,882		$	—		$	—		$	6,882

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the First Three Quarters Ended December 29, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	59,617		$	(5,491	)	$	(1,462	)	$	52,664
Cash flows from investing activities:
Purchases of property and equipment	(41,848		)	(2,580		)	—			(44,428		)
Proceeds from sales of fixed assets	12,044			—			—			12,044
Purchases of investments	(1,525		)	—			—			(1,525		)
Proceeds from sale of investments	4,372			—			—			4,372
Investment in subsidiaries	(4,213		)	—			4,213			—
Net cash used in investing activities	(31,170		)	(2,580		)	4,213			(29,537		)
Cash flows from financing activities:
Payment of debt	(3,928		)	—			—			(3,928		)
Payment of debt issuance costs	(11,230		)	—			—			(11,230		)
Payments of capital lease obligation	(58		)	—			—			(58		)
Capital contributions	—			4,213			(4,213		)	—
Net cash (used in) provided by financing activities	(15,216		)	4,213			(4,213		)	(15,216		)
Net increase (decrease) in cash	13,231			(3,858		)	(1,462		)	7,911
Cash — beginning of period	23,793			3,973			—			27,766
Cash — end of period	$	37,024		$	115		$	(1,462	)	$	35,677

Predecessor

Financial Guarantees

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Third Quarter Ended December 31, 2011

(Predecessor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors		Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	367,878		$	36,042	$	—		$	403,920
Cost of sales (excluding depreciation and amortization expense shown separately below)	216,538			22,167		—			238,705
Gross profit	151,340			13,875		—			165,215
Selling, general and administrative expenses:
Operating expenses	109,071			11,534		—			120,605
Depreciation and amortization	6,263			805		—			7,068
Total selling, general and administrative expenses	115,334			12,339		—			127,673
Operating income	36,006			1,536		—			37,542
Other (income) expense:
Interest income	(79		)	—		—			(79		)
Interest expense	34			6		—			40
Equity in (earnings) loss of subsidiaries	(1,530		)	—		1,530			—
Other-than-temporary investment impairment due to credit losses	314			—		—			314
Other	(11		)	—		—			(11		)
Total other (income) expense, net	(1,272		)	6		1,530			264
Income before provision for income taxes	37,278			1,530		(1,530		)	37,278
Provision for income taxes	15,103			—		—			15,103
Net income	$	22,175		$	1,530	$	(1,530	)	$	22,175
Comprehensive income	$	22,524		$	—	$	—		$	22,524

For the First Three Quarters Ended December 31, 2011

(Predecessor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors		Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	1,035,259		$	100,039	$	—		$	1,135,298
Cost of sales (excluding depreciation and amortization expense shown separately below)	613,789			61,700		—			675,489
Gross profit	421,470			38,339		—			459,809
Selling, general and administrative expenses:
Operating expenses	314,904			33,634		—			348,538
Depreciation and amortization	18,413			2,358		—			20,771
Total selling, general and administrative expenses	333,317			35,992		—			369,309
Operating income	88,153			2,347		—			90,500
Other (income) expense:
Interest income	(281		)	—		—			(281		)
Interest expense	363			12		—			375
Equity in (earnings) loss of subsidiaries	(2,335		)	—		2,335			—
Other-than-temporary investment impairment due to credit losses	345			—		—			345
Other	(73		)	—		—			(73		)
Total other (income) expense, net	(1,981		)	12		2,335			366
Income before provision for income taxes	90,134			2,335		(2,335		)	90,134
Provision for income taxes	35,162			—		—			35,162
Net income	$	54,972		$	2,335	$	(2,335	)	$	54,972
Comprehensive income	$	55,165		$	—	$	—		$	55,165

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the First Three Quarters Ended December 31, 2011

(Predecessor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments		Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	36,804		$	7,254		$	—	$	44,058
Cash flows from investing activities:
Purchases of property and equipment	(31,374		)	(1,874		)	—		(33,248		)
Proceeds from sale of fixed assets	4			91			—		95
Purchases of investments	(50,927		)	—			—		(50,927		)
Proceeds from sale of investments	49,969			—			—		49,969
Net cash used in investing activities	(32,328		)	(1,783		)	—		(34,111		)
Cash flows from financing activities:
Payments of capital lease obligation	(54		)	—			—		(54		)
Repurchases of common stock related to issuance of Performance Stock Units	(1,744		)	—			—		(1,744		)
Proceeds from exercise of stock options	3,338			—			—		3,338
Excess tax benefit from share-based payment arrangements	1,383			—			—		1,383
Net cash provided by financing activities	2,923			—			—		2,923
Net increase in cash	7,399			5,471			—		12,870
Cash — beginning of period	15,505			1,218			—		16,723
Cash — end of period	$	22,904		$	6,689		$	—	$	29,593

XML

Stock-Based Compensation (Details) (USD $)	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended									9 Months Ended	0 Months Ended		0 Months Ended
	Dec. 29, 2012	Dec. 29, 2012	Dec. 31, 2011 Predecessor	Dec. 31, 2011 Predecessor	Dec. 29, 2012 Class A Common Stock	Mar. 31, 2012 Class A Common Stock	Feb. 27, 2012 Class A Common Stock Number Holdings, Inc.	Feb. 27, 2012 Class A Common Stock 2012 Plan Number Holdings, Inc.	Dec. 29, 2012 Class B Common Stock	Mar. 31, 2012 Class B Common Stock	Feb. 27, 2012 Class B Common Stock Number Holdings, Inc.	Feb. 27, 2012 Class B Common Stock 2012 Plan Number Holdings, Inc.	Dec. 29, 2012 Stock options Y	Feb. 27, 2012 Stock options 2012 Plan	Dec. 29, 2012 Stock options 2012 Plan Number Holdings, Inc.	Feb. 27, 2012 Stock options Class A Common Stock 2012 Plan Number Holdings, Inc.
Stock-based compensation
Number of shares authorized under the plan								74,603				74,603
Common stock, par value (in dollars per share)					$ 0.01	$ 0.01	$ 0.001		$ 0.01	$ 0.01	$ 0.001
Number of options granted		5,695											5,695			55,185
Aggregate exercise price of one share of Class A common stock and for one share of Class B common stock, together															$ 1,000
Vesting period														5 years
Expiration term														10 years
Assumptions made for estimating the fair value of stock options at the date of grant using the Black-Scholes pricing model
Weighted-average fair value of options granted (in dollars per share)													$ 369.59
Risk free interest rate (as a percent)													0.71%
Expected life													6.32
Expected stock price volatility (as a percent)													37.90%
Share-based compensation costs, additional disclosure
Total unrecognized compensation cost related to non-vested options													$ 14,800,000
Weighted-average period over which total unrecognized compensation cost related to non-vested options is expected to be recognized													4.1
Number of Shares
Options outstanding at the beginning of the period (in shares)													50,905
Granted (in shares)		5,695											5,695			55,185
Cancelled (in shares)		(1,415)											(1,415)
Outstanding at the end of the period (in shares)													55,185
Weighted Average Exercise Price
Options outstanding at the beginning of the period (in dollars per share)													$ 1,000
Granted (in dollars per share)													$ 1,000
Cancelled (in dollars per share)													$ 1,000
Outstanding at the end of the period (in dollars per share)													$ 1,000
Weighted Average Remaining Contractual Life
Weighted average remaining contractual life													8.70
Stock awards available for grant under the 2012 Plan
Available for grant at the beginning of the period (in shares)		23,698
Granted (in shares)		(5,695)											(5,695)			(55,185)
Cancelled (in shares)		1,415											1,415
Available for grant at the end of the period (in shares)	19,418	19,418
Stock-Based Compensation
Non-cash stock-based compensation expense	$ 800,000	$ 2,428,000	$ 500,000	$ 1,777,000

XML

Financial Guarantees (Details 3) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 29, 2012	Dec. 31, 2011 Predecessor	Dec. 29, 2012 Issuer	Dec. 31, 2011 Issuer Predecessor	Dec. 29, 2012 Subsidiary Guarantors	Dec. 31, 2011 Subsidiary Guarantors Predecessor	Dec. 29, 2012 Consolidating Adjustments
Cash flows from operating activities:
Net cash provided by operating activities	$ 52,664	$ 44,058	$ 59,617	$ 36,804	$ (5,491)	$ 7,254	$ (1,462)
Cash flows from investing activities:
Purchases of property and equipment	(44,428)	(33,248)	(41,848)	(31,374)	(2,580)	(1,874)
Proceeds from sales of fixed assets	12,044	95	12,044	4		91
Purchases of investments	(1,525)	(50,927)	(1,525)	(50,927)
Proceeds from sale of investments	4,372	49,969	4,372	49,969
Investment in subsidiaries			(4,213)				4,213
Net cash used in investing activities	(29,537)	(34,111)	(31,170)	(32,328)	(2,580)	(1,783)	4,213
Cash flows from financing activities:
Payment of debt	(3,928)		(3,928)
Payment of debt issuance costs	(11,230)		(11,230)
Payments of capital lease obligation	(58)	(54)	(58)	(54)
Capital contributions					4,213		(4,213)
Repurchases of common stock related to issuance of Performance Stock Units		(1,744)		(1,744)
Proceeds from exercise of stock options		3,338		3,338
Excess tax benefit from share-based payment arrangements		1,383		1,383
Net cash (used in) provided by financing activities	(15,216)	2,923	(15,216)	2,923	4,213		(4,213)
Net increase in cash	7,911	12,870	13,231	7,399	(3,858)	5,471	(1,462)
Cash - beginning of period	27,766	16,723	23,793	15,505	3,973	1,218
Cash - end of period	$ 35,677	$ 29,593	$ 37,024	$ 22,904	$ 115	$ 6,689	$ (1,462)

XML

Debt (Details) (USD $)	3 Months Ended	9 Months Ended		3 Months Ended	9 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended			1 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended			3 Months Ended	0 Months Ended	1 Months Ended	3 Months Ended	9 Months Ended		9 Months Ended	1 Months Ended		9 Months Ended	1 Months Ended	9 Months Ended			0 Months Ended	1 Months Ended				3 Months Ended	0 Months Ended	3 Months Ended	9 Months Ended		0 Months Ended		0 Months Ended
	Dec. 29, 2012	Dec. 29, 2012	Mar. 31, 2012	Dec. 31, 2011 Predecessor	Dec. 31, 2011 Predecessor	Dec. 29, 2012 ABL Facility	Jun. 30, 2012 ABL Facility	Dec. 29, 2012 ABL Facility	Mar. 31, 2012 ABL Facility	Jan. 13, 2012 ABL Facility	Jan. 28, 2012 ABL Facility Prime rate	Jun. 30, 2012 ABL Facility Prime rate	Dec. 29, 2012 ABL Facility Base rate	Jun. 30, 2012 ABL Facility Base rate	Jun. 30, 2012 ABL Facility Federal funds rate	Jun. 30, 2012 ABL Facility One month adjusted Eurocurrency rate	Dec. 29, 2012 ABL Facility LIBOR	Apr. 04, 2012 First Lien Term Loan Facility	Jan. 31, 2012 First Lien Term Loan Facility	Dec. 29, 2012 First Lien Term Loan Facility	Dec. 29, 2012 First Lien Term Loan Facility	Mar. 31, 2012 First Lien Term Loan Facility	Dec. 29, 2012 First Lien Term Loan Facility Prime rate	Jan. 28, 2012 First Lien Term Loan Facility Base rate	Jan. 13, 2012 First Lien Term Loan Facility Base rate	Dec. 29, 2012 First Lien Term Loan Facility Federal funds rate	Jan. 31, 2012 First Lien Term Loan Facility One month adjusted Eurocurrency rate	Dec. 29, 2012 First Lien Term Loan Facility One month adjusted Eurocurrency rate	Dec. 29, 2012 First Lien Term Loan Facility Eurocurrency loan	Jan. 13, 2012 First Lien Term Loan Facility Eurocurrency loan	Jan. 13, 2012 First Lien Term Loan Facility LIBOR	Jan. 28, 2012 First Lien Term Loan Facility LIBOR	Apr. 04, 2012 First Lien Term Loan Facility LIBOR	Dec. 29, 2012 First Lien Term Loan Facility Interest Rate Swap	Jun. 30, 2012 First Lien Term Loan Facility Interest Rate Swap	Jun. 30, 2012 First Lien Term Loan Facility Interest Rate Cap	Dec. 29, 2011 Senior Notes	Dec. 29, 2012 Senior Notes	Dec. 29, 2012 Senior Notes	Mar. 31, 2012 Senior Notes	Apr. 04, 2012 Amended First Lien Term Loan Facility	Apr. 04, 2012 Amended First Lien Term Loan Facility Base rate	Apr. 04, 2012 Amended First Lien Term Loan Facility LIBOR	Apr. 04, 2012 Amended ABL Facility
Debt
Total long-term debt	$ 759,257,000	$ 759,257,000	$ 763,601,000																	$ 509,257,000	$ 509,257,000	$ 513,601,000																$ 250,000,000	$ 250,000,000	$ 250,000,000
Less: current portion of long-term debt	5,237,000	5,237,000	5,250,000
Long-term debt, net of current portion	754,020,000	754,020,000	758,351,000
Quarterly installments excluding interest																				1,309,000	1,309,000	1,309,000
Unamortized OID																				10,503,000	10,503,000	10,086,000
Additional unamortized OID																																									5,900,000
Amount borrowed																			525,000,000																		250,000,000
Increase in borrowing capacity available under certain circumstances						50,000,000		50,000,000												150,000,000	150,000,000
Scheduled quarterly payments as percentage of original principal amount																					0.25%
Variable rate (as a percent)											3.25%												3.25%						1.25%
Variable rate (as a percent)																											1.50%
Applicable margin (as a percent)													0.75%		0.50%	1.00%	1.75%								4.50%	0.50%		1.00%		5.50%			5.50%									3.00%	4.00%
Description of basis rate use for variable rate												PRIME	Prime rate	Prime rate	Federal Funds Rate	One month adjusted Eurocurrency rate	LIBOR						Prime rate	Base rate		federal funds		One month adjusted Eurocurrency rate	Adjusted eurocurrency rate			LIBOR
Term of loan																		7 years
Interest rate, variable interest rate floor (as a percent)																															1.50%												1.25%
Refinancing costs																		11,200,000
Loss on extinguishment of debt		16,346,000																																							16,300,000
Additional Deferred debt issuance costs																																									300,000
Capital expenditures																																									5,000,000			5,000,000
Interest rate at the end of the period (as a percent)							4.25%													5.25%	5.25%
Variable rate at the end of the period (as a percent)														3.25%
Applicable margin at the end of the period (as a percent)																													4.00%
Percentage of excess cash flow to be used for prepayment of debt (as a percent)																					50.00%
Stepdown percentage one of excess cash flow to be used for prepayment of debt (as a percent)																					25.00%
Stepdown percentage two of excess cash flow to be used for prepayment of debt (as a percent)																					0.00%
Aggregate notional amount																																			261,800,000	261,800,000
Effective fixed interest rate (as a percent)																																			1.36%	3.00%
Applicable margin (as a percent)														1.00%																					4.00%	4.00%
Fair value																																		2,500,000
Fees paid to enter into agreement																																				50,000
Commitment fee on unutilized commitments (as a percent)						0.50%	0.375%
Amount available						167,400,000		167,400,000
Scheduled quarterly payments																					1,300,000
Maximum borrowing capacity						175,000,000		175,000,000	175,000,000	175,000,000										525,000,000	525,000,000
Deferred financing costs
Gross Carrying Amount	24,147,000	24,147,000	31,411,000			3,078,000		3,078,000	3,078,000											9,308,000	9,308,000	16,572,000																11,761,000	11,761,000	11,761,000
Accumulated Amortization	(2,417,000)	(2,417,000)	(1,011,000)			(592,000)		(592,000)	(130,000)											(876,000)	(876,000)	(653,000)																(949,000)	(949,000)	(228,000)
Net Amount	21,730,000	21,730,000	30,400,000			2,486,000		2,486,000	2,948,000											8,432,000	8,432,000	15,919,000																10,812,000	10,812,000	11,533,000
Significant components of interest expense
Interest debt expense						221,000		604,000												6,915,000	21,026,000																	6,493,000	20,396,000
Amortization of deferred financing costs and OID	1,078,000	3,138,000
Other interest expense	40,000	697,000		40,000	375,000
Interest expense	14,747,000	45,861,000		40,000	375,000
Interest paid
Interest paid	$ 20,900,000	$ 47,000,000		$ 300,000	$ 300,000

XML

Property and Equipment, net

9 Months Ended

Dec. 29, 2012

Property and Equipment, net

Property and Equipment, net

4. Property and Equipment, net

The following table provides details of property and equipment (in thousands):

	December 29, 2012			March 31, 2012
Land	$	160,446		$	156,137
Buildings	90,320			89,110
Buildings improvements	64,500			59,375
Leasehold improvements	104,126			92,909
Fixtures and equipment	69,361			54,659
Transportation equipment	7,251			6,489
Construction in progress	32,720			29,271
Total property and equipment	528,724			487,950
Less: accumulated depreciation and amortization	(52,732		)	(11,425		)
Property and equipment, net	$	475,992		$	476,525

XML

Goodwill and Other Intangibles (Details 2) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Dec. 29, 2012	Mar. 31, 2012
Unfavorable leases
Amortization Period, Minimum	2 years	2 years
Amortization Period, Maximum	18 years	18 years
Gross Carrying Amount	$ 19,835	$ 19,835
Accumulated Amortization	(3,970)	(876)
Net Carrying Amount	$ 15,865	$ 18,959

XML

Investments (Tables)

9 Months Ended

Dec. 29, 2012

Investments

Summary of investments in marketable securities

The following tables summarize the investments in marketable securities (in thousands):

	December 29, 2012
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
Auction rate securities	$	471	$	5	$	—	$	476
Total	$	471	$	5	$	—	$	476
Reported as:
Short-term investments							$	476
Long-term investments in marketable securities							—
Total							$	476
	March 31, 2012
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
Money market funds	$	1,627	$	—	$	—	$	1,627
Auction rate securities	1,965		39		—		2,004
Total	$	3,592	$	39	$	—	$	3,631
Reported as:
Short-term investments							$	3,631
Long-term investments in marketable securities							—
Total							$	3,631

XML

Property and Equipment, net (Tables)

9 Months Ended

Dec. 29, 2012

Property and Equipment, net

Property and Equipment Detail

The following table provides details of property and equipment (in thousands):

	December 29, 2012			March 31, 2012
Land	$	160,446		$	156,137
Buildings	90,320			89,110
Buildings improvements	64,500			59,375
Leasehold improvements	104,126			92,909
Fixtures and equipment	69,361			54,659
Transportation equipment	7,251			6,489
Construction in progress	32,720			29,271
Total property and equipment	528,724			487,950
Less: accumulated depreciation and amortization	(52,732		)	(11,425		)
Property and equipment, net	$	475,992		$	476,525

XML

Texas Market (Details) (USD $) In Thousands, unless otherwise specified		9 Months Ended		9 Months Ended
	Dec. 29, 2012 item	Sep. 26, 2009 Texas item	Dec. 29, 2012 Texas item	Dec. 29, 2012 Texas Lease termination costs
Texas store closures remaining obligations
Stores in operation	309		39
Stores closed due to suspension of operations		16
Table summarizes the Texas store closures remaining obligations
Remaining obligations, beginning of the period				$ 1,079
Accretion expenses				130
Cash payments				(517)
Remaining obligations, end of the period				$ 692

XML

Property and Equipment, net (Details) (USD $) In Thousands, unless otherwise specified	Dec. 29, 2012	Mar. 31, 2012
Property and equipment
Total property and equipment	$ 528,724	$ 487,950
Less: accumulated depreciation and amortization	(52,732)	(11,425)
Property and equipment, net	475,992	476,525
Land
Property and equipment
Total property and equipment	160,446	156,137
Buildings
Property and equipment
Total property and equipment	90,320	89,110
Building Improvements
Property and equipment
Total property and equipment	64,500	59,375
Leasehold improvements
Property and equipment
Total property and equipment	104,126	92,909
Fixtures and equipment
Property and equipment
Total property and equipment	69,361	54,659
Transportation equipment
Property and equipment
Total property and equipment	7,251	6,489
Construction in progress
Property and equipment
Total property and equipment	$ 32,720	$ 29,271

XML

Comprehensive Income (Tables)

9 Months Ended

Dec. 29, 2012

Comprehensive Income

Calculation of Comprehensive Income

The following table sets forth the calculation of comprehensive income, net of tax effects for the periods indicated (in thousands):

	For the Third Quarter Ended					For the First Three Quarters Ended
	December 29, 2012			December 31, 2011		December 29, 2012			December 31, 2011
	(Successor)			(Predecessor)		(Successor)			(Predecessor)
Net income	$	12,692		$	22,175	$	8,011		$	54,972
Unrealized holding gains on marketable securities, net of tax effects of $0, $111, $3 and $19 for the third quarter and the first three quarters of fiscal 2013 and 2012, respectively	—			167		4			29
Unrealized losses on interest rate cash flow hedge, net of tax effects of $(61), $0, $(739) and $0 for the third quarter and the first three quarters of fiscal 2013 and 2012, respectively	(92		)	—		(1,109		)	—
Reclassification adjustment, net of tax effects of $(13), $121, $(16) and $109 for the third quarter and the first three quarters of fiscal 2013 and 2012, respectively	(19		)	182		(24		)	164
Total unrealized (losses) gains, net	(111		)	349		(1,129		)	193
Total comprehensive income	$	12,581		$	22,524	$	6,882		$	55,165

XML

Debt (Tables)

9 Months Ended

Dec. 29, 2012

Debt

Schedule of short and long-term debt

Short and long-term debt consists of the following (in thousands):

	December 29, 2012		March 31, 2012
ABL Facility agreement, maturing January 13, 2017, with available borrowing up to $175,000, interest due quarterly, with unpaid principal and accrued interest due January 13, 2017	$	—	$	—
First Lien Term Loan Facility agreement, maturing on January 13, 2019, payable in quarterly installments of $1,309, plus interest, commencing March 31, 2012 through December 31, 2019, with unpaid principal and accrued interest due January 13, 2019, net of unamortized OID of $10,503 and $10,086 as of December 29, 2012 and March 31, 2012, respectively	509,257		513,601
Senior Notes (unsecured) maturing December 15, 2019, unpaid principal and accrued interest due on December 15, 2019	250,000		250,000
Total long-term debt	759,257		763,601
Less: current portion of long-term debt	5,237		5,250
Long-term debt, net of current portion	$	754,020	$	758,351

Schedule of deferred financing costs

As of December 29, 2012 and March 31, 2012, the deferred financing costs are as follows (in thousands):

	December 29, 2012							March 31, 2012
Deferred financing costs	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
ABL Facility	$	3,078	$	(592	)	$	2,486	$	3,078	$	(130	)	$	2,948
First Lien Term Loan Facility	9,308		(876		)	8,432		16,572		(653		)	15,919
Senior Notes	11,761		(949		)	10,812		11,761		(228		)	11,533
Total deferred financing costs	$	24,147	$	(2,417	)	$	21,730	$	31,411	$	(1,011	)	$	30,400

Schedule of significant components of interest expense

The significant components of interest expense are as follows (in thousands):

	For the Third Quarter Ended				For the First Three Quarters Ended
	December 29,  2012		December 31,  2011		December 29, 2012		December 31, 2011
	(Successor)		(Predecessor)		(Successor)		(Predecessor)
First Lien Term Loan Facility	$	6,915	$	—	$	21,026	$	—
ABL Facility	221		—		604		—
Senior Notes	6,493		—		20,396		—
Amortization of deferred financing costs and OID	1,078		—		3,138		—
Other interest expense	40		40		697		375
Interest expense	$	14,747	$	40	$	45,861	$	375

XML

Goodwill and Other Intangibles

9 Months Ended

Dec. 29, 2012

Goodwill and Other Intangibles

Goodwill and Other Intangibles

3. Goodwill and Other Intangibles

As a result of the Merger, the Company recognized goodwill, and other intangible assets and liabilities.  The following table sets forth the value of the goodwill and other intangible assets and liabilities as of December 29, 2012 and March 31, 2012 (in thousands):

	As of December 29, 2012								As of March 31, 2012
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite lived intangible assets:
Goodwill		$	471,750	$	—		$	471,750		$	471,513	$	—		$	471,513
Trade name		410,000		—			410,000			410,000		—			410,000
Total indefinite lived intangible assets		$	881,750	$	—		$	881,750		$	881,513	$	—		$	881,513
Finite lived intangible assets:
Trademarks	20	$	2,000	$	(96	)	$	1,904	20	$	2,000	$	(21	)	$	1,979
Bargain Wholesale customer relationships	12	20,000		(1,603		)	18,397		12	20,000		(353		)	19,647
Favorable leases	2 to 17	46,723		(4,146		)	42,577		2 to 17	46,723		(915		)	45,808
Total finite lived intangible assets		68,723		(5,845		)	62,878			68,723		(1,289		)	67,434
Total goodwill and other intangible assets		$	950,473	$	(5,845	)	$	944,628		$	950,236	$	(1,289	)	$	948,947

	As of December 29, 2012								As of March 31, 2012
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Unfavorable leases	2 to 18	$	19,835	$	(3,970	)	$	15,865	2 to 18	$	19,835	$	(876	)	$	18,959

The change to goodwill from March 31, 2012 to December 29, 2012 was due to the adjustment of the purchase price fair values assigned.

XML

Derivative Financial Instruments (Tables)

9 Months Ended

Dec. 29, 2012

Derivative Financial Instruments

Summary of the recorded amounts included in the consolidated balance sheet

A summary of the recorded amounts included in the consolidated balance sheet is as follows (in thousands):

	December 29,2012		March 31,2012
Derivatives designated as cash flow hedging instruments
Interest rate swap (included in other liabilities)	$	2,522	$	—
Accumulated other comprehensive loss, net of tax (included in shareholders’ equity)	$	1,109	$	—
Derivatives not designated as hedging instruments
Interest rate cap (included in other current assets)	$	4	$	—

Summary of recorded amounts included in the consolidated statements of comprehensive income

A summary of recorded amounts included in the consolidated statements of comprehensive income is as follows (in thousands):

	For the Third Quarter Ended				For the First Three Quarters Ended
	December 29,  2012		December 31,  2011		December 29, 2012		December 31, 2011
	(Successor)		(Predecessor)		(Successor)		(Predecessor)
Derivatives designated as cash flow hedging instruments:
Loss related to effective portion of derivative recognized in OCI	$	92	$	—	$	1,109	$	—
Loss related to ineffective portion of derivative recognized in interest expense	$	31	$	—	$	673	$	—
Derivatives not designated as hedging instruments:
Loss recognized in other expense	$	23	$	—	$	46	$	—

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Dec. 29, 2012	Dec. 31, 2011	Dec. 29, 2012 item	Dec. 31, 2011
Goodwill and Other Intangible Assets
Number of reporting units			2
Leases
Number of stores leased back			3
Net proceeds from the sale-leaseback transactions			$ 5.3
Deferred gain	0.4		0.4
Advertising
Advertising Expense	$ 1.4	$ 1.4	$ 4.0	$ 4.1
Minimum
Leases
Lease term			12
Maximum
Leases
Lease term			15

XML

Related-Party Transactions (Details) (The Rollover Investors, Leases, USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended			0 Months Ended		3 Months Ended
	Dec. 29, 2012	Dec. 31, 2011	Dec. 29, 2012	Dec. 31, 2011	Jan. 13, 2012 item	Jan. 13, 2012 Minimum	Jan. 13, 2012 Maximum	Dec. 29, 2012 Maximum
Related-Party Transactions
Number of stores covered under the lease agreements					13
Number of store parking lots covered under the lease agreements					1
Initial term of leases						5 years	10 years
Base rents, adjustable to market value							$ 1.0
Increase in base rents due to adjustment to market value								0.7
Rental expense	$ 0.6	$ 0.5	$ 2.2	$ 1.6

XML

CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 29, 2012	Mar. 31, 2012
Current Assets:
Cash	$ 35,677	$ 27,766
Short-term investments	476	3,631
Accounts receivable, net of allowance for doubtful accounts of $343 and $280 at December 29, 2012 and March 31, 2012, respectively	1,306	2,999
Income taxes receivable	17,680	6,868
Deferred income taxes	24,091	25,843
Inventories, net	239,243	214,318
Assets held for sale	2,621	6,849
Other	13,002	11,297
Total current assets	334,096	299,571
Property and equipment, net	475,992	476,525
Deferred financing costs, net	21,730	30,400
Intangible assets, net	472,878	477,434
Goodwill	471,750	471,513
Deposits and other assets	14,380	12,598
Total assets	1,790,826	1,768,041
Current Liabilities:
Accounts payable	57,752	41,407
Payroll and payroll-related	19,268	15,580
Sales tax	7,929	6,128
Other accrued expenses	22,699	30,569
Workers' compensation	37,533	39,024
Current portion of long-term debt	5,237	5,250
Current portion of capital lease obligation	81	77
Total current liabilities	150,499	138,035
Long-term debt, net of current portion	754,020	758,351
Unfavorable lease commitments, net	15,865	18,959
Deferred rent	4,253	798
Deferred compensation liability	5,212	5,136
Capital lease obligation, net of current portion	292	354
Long-term deferred income taxes	216,828	214,874
Other liabilities	3,780	767
Total liabilities	1,150,749	1,137,274
Commitments and contingencies (Note 13)
Shareholders' Equity:
Preferred stock, no par value - authorized, 1,000 shares; no shares issued or outstanding
Common stock $0.01 par value - Class A authorized, 1,000 shares; issued and outstanding, 100 shares and Class B authorized, 1,000 shares; issued and outstanding, 100 shares at December 29, 2012 and March 31, 2012, respectively
Additional paid-in capital	638,465	636,037
Retained earnings (deficit)	2,718	(5,293)
Other comprehensive (loss) income	(1,106)	23
Total shareholders' equity	640,077	630,767
Total liabilities and shareholders' equity	$ 1,790,826	$ 1,768,041

XML

Investments (Details) (USD $)	3 Months Ended		9 Months Ended
	Dec. 29, 2012	Dec. 31, 2011	Dec. 29, 2012	Dec. 31, 2011	Mar. 31, 2012
Investments in marketable securities - Available for sale:
Cost or Amortized Cost	$ 471,000		$ 471,000		$ 3,592,000
Gross Unrealized Gains	5,000		5,000		39,000
Estimated Fair Value	476,000		476,000		3,631,000
Investments in marketable securities - Reported as:
Short-term investments	476,000		476,000		3,631,000
Estimated Fair Value	476,000		476,000		3,631,000
Maturities Of Marketable Fixed-Income Securities Classified As Available For Sale - Amortized Cost
Due within one year	471,000		471,000
Total amortized cost of marketable fixed-income securities classified as available-for-sale	471,000		471,000
Maturities Of Marketable Fixed-Income Securities Classified As Available For Sale - Estimated Fair Value
Due within one year	476,000		476,000
Total estimated fair value of marketable fixed-income securities classified as available-for-sale	476,000		476,000
Investments (Textuals)
Realized gains or losses from the sale of marketable securities approximate value	(200,000)		(300,000)
Proceeds from the sales of marketable securities	2,000,000	1,800,000	4,400,000	50,000,000
Maximum
Investments (Textuals)
Realized gains or losses from the sale of marketable securities approximate value		100,000		100,000
Money market funds
Investments in marketable securities - Available for sale:
Cost or Amortized Cost					1,627,000
Estimated Fair Value					1,627,000
Investments in marketable securities - Reported as:
Estimated Fair Value					1,627,000
Auction rate securities
Investments in marketable securities - Available for sale:
Cost or Amortized Cost	471,000		471,000		1,965,000
Gross Unrealized Gains	5,000		5,000		39,000
Estimated Fair Value	476,000		476,000		2,004,000
Investments in marketable securities - Reported as:
Estimated Fair Value	476,000		476,000		2,004,000
Auction rate securities | Maximum
Additional disclosure
Liquidation period			1
Investments (Textuals)
Impairment charge		$ 300,000		$ 300,000

XML

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Dec. 29, 2012

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

1. Basis of Presentation and Summary of Significant Accounting Policies

Nature of Business

On January 13, 2012, pursuant to the Agreement and Plan of Merger (the “Merger”), dated as of October 11, 2011, by and among 99¢ Only Stores (the “Company”), Number Holdings, Inc., a Delaware corporation (“Parent”), and Number Merger Sub, Inc. (“Merger Sub”) a subsidiary of Parent, the Merger was consummated.  Merger Sub merged with and into 99¢ Only Stores, with 99¢ Only Stores being the surviving corporation.  As a result of the Merger, the Company became a subsidiary of Parent.  Parent is controlled by affiliates of Ares Management LLC, Canada Pension Plan Investment Board (together, the “Sponsors”) and Eric Schiffer, the Company’s former Chief Executive Officer, Jeff Gold, the Company’s former President and Chief Administrative Officer, Howard Gold, the Company’s former Executive Vice President, Karen Schiffer and The Gold Revocable Trust dated October 26, 2005 (collectively, the “Rollover Investors”).  As a result of the Merger, the Company’s common stock was delisted from the New York Stock Exchange and the Company ceased to be a publicly held or traded corporation.  See Note 2 for more information regarding the Merger.

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  However, certain information and footnote disclosures normally included in financial statements prepared in conformity with GAAP have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  These statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Registration Statement on Form S-4 (File No. 333-182582) declared effective on October 9, 2012 (the “Registration Statement”).  In the opinion of the Company’s management, these interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the consolidated financial position and results of operations for each of the periods presented.  The results of operations and cash flows for such periods are not necessarily indicative of results to be expected for the full fiscal year ending March 30, 2013 (“fiscal 2013”).

The Company is incorporated in the State of California.  The Company is an extreme value retailer of primarily consumable and general merchandise with an emphasis on name-brand products.  As of December 29, 2012, the Company operated 309 retail stores with 225 in California, 39 in Texas, 29 in Arizona, and 16 in Nevada.  The Company is also a wholesale distributor of various products.

Fiscal Periods

The Company follows a fiscal calendar consisting of four quarters with 91 days, each ending on the Saturday closest to the calendar quarter-end, and a 52-week fiscal year with 364 days, with a 53-week year every five to six years.  Unless otherwise stated, references to years in this Report relate to fiscal years rather than calendar years.  On January 13, 2012, the Company completed the Merger.  The accompanying consolidated financial statements are presented for the “Predecessor” and “Successor” relating to the periods preceding and succeeding the Merger, respectively.  Fiscal 2013 began on April 1, 2012 and will end on March 30, 2013 and will consist of 52 weeks.  The Company’s fiscal year ended March 31, 2012 (“fiscal 2012”) consisted of the Successor period from January 15, 2012 to March 31, 2012 and the Predecessor period from April 3, 2011 to January 14, 2012, for a total of 52 weeks. The third quarter ended December 29, 2012 (the “third quarter of fiscal 2013”) and third quarter ended December 31, 2011 (the “third quarter of fiscal 2012”) were each comprised of 91 days.  The period ended December 29, 2012 (the “first three quarters of fiscal 2013”) and the period ended December 31, 2011 (the “first three quarters of fiscal 2012”) were each comprised of 273 days.

Use of Estimates

The preparation of the consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure 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 these estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Cash

For purposes of reporting cash flows, cash includes cash on hand and at the stores and cash in financial institutions.  >The majority of payments due from financial institutions for the settlement of debit card and credit card transactions process within three business days and therefore are classified as cash.  Cash balances held at financial institutions, at times, may exceed federally insured limits.  The Company has not experienced any losses in such accounts.  All non-interest bearing cash balances were fully insured at December 29, 2012 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012.  Under the program, there is no limit to the amount of insurance for eligible accounts.  Beginning in calendar 2013, insurance coverage will revert to $250,000 per depositor at each financial institution, and non-interest bearing cash balances may again exceed federally insured limits.  The Company’s interest-bearing amounts on deposit are not insured by the Federal Deposit Insurance Corporation.  The Company places its temporary cash investments with what it believes to be high credit, quality financial institutions.

Allowance for Doubtful Accounts

In connection with its wholesale business, the Company evaluates the collectability of accounts receivable based on a combination of factors.  In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected.  For all other customers and tenants, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and the Company’s historical experiences.

Investments

The Company’s investments in debt and equity securities are classified as available-for-sale and are comprised primarily of money market funds and auction rate securities.

Investment securities are recorded as required by Accounting Standard Codification (“ASC”) 320, “Investments-Debt and Equity Securities.”  These investments are carried at fair value, based on quoted market prices or other readily available market information.  Investments are adjusted for the amortization of premiums or discounts to maturity and such amortization is included in interest income.  Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income, which is a separate component of shareholders’ equity in the Company’s Consolidated Balance Sheets.  Gains and losses are recognized when realized in the Company’s Consolidated Statements of Comprehensive Income.  When it is determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in earnings.

Inventories

Inventories are valued at the lower of cost (first in, first out) or market.  Valuation allowances for shrinkage as well as excess and obsolete inventory are also recorded.  Shrinkage is estimated as a percentage of sales for the period from the last physical inventory date to the end of the applicable period.  Such estimates are based on experience and the most recent physical inventory results.  Physical inventories are taken at each of the Company’s retail stores at least once a year.  Additional store-level physical inventories are taken by the service companies from time to time based on a particular store’s performance and/or book inventory balance.  The Company also performs inventory reviews and analysis on a quarterly basis for both warehouse and store inventory to determine inventory valuation allowances for excess and obsolete inventory.  The Company’s policy is to analyze all items held in inventory that would not be sold through at current sales rates over a 24 month period to determine what merchandise should be reserved for as excess and obsolete.  The valuation allowances for excess and obsolete inventory in many locations (including various warehouses, store backrooms, and sales floors of its stores), require management judgment and estimates that may impact the ending inventory valuation and valuation allowances that may affect the reported gross margin for the period.

In order to obtain inventory at attractive prices, the Company takes advantage of large volume purchases, closeouts and other similar purchase opportunities.  As such, the Company’s inventory fluctuates from period to period and the inventory balances vary based on the timing and availability of such opportunities.

At times, the Company also makes large block purchases of inventory that it plans to sell over a period of longer than twelve months.  At each of December 29, 2012 and March 31, 2012, the Company held inventory of specific products identified as expected to sell over a period that exceeds twelve months in the amounts of approximately $6.4 million, which is included in deposits and other assets in the consolidated financial statements.

Property and Equipment

Property and equipment are carried at cost and are depreciated or amortized on a straight-line basis over the following useful lives:

Owned buildings and improvements	Lesser of 30 years or the estimated useful life of the improvement
Leasehold improvements	Lesser of the estimated useful life of the improvement or remaining lease term
Fixtures and equipment	5 years
Transportation equipment	3-5 years
Information technology systems	For major corporate systems, estimated useful life up to 7 years; for functional stand alone systems, estimated useful life up to 5 years

The Company’s policy is to capitalize expenditures that materially increase asset lives and expense ordinary repairs and maintenance as incurred.

Long-Lived Assets

In accordance with ASC 360, “Property, Plant and Equipment,” the Company assesses the impairment of long-lived assets quarterly or when events or changes in circumstances indicate that the carrying value may not be recoverable.  Recoverability is measured by comparing the carrying amount of an asset to expected future net cash flows generated by the asset.  If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, the carrying amount is compared to its fair value and an impairment charge is recognized to the extent of the difference.  Factors that the Company considers important that could individually or in combination trigger an impairment review include the following: (1) significant underperformance relative to expected historical or projected future operating results; (2) significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business; and (3) significant changes in the Company’s business strategies and/or negative industry or economic trends.  On a quarterly basis, the Company assesses whether events or changes in circumstances occur that potentially indicate that the carrying value of long-lived assets may not be recoverable (Level 3 measurement, see Note 9).  Considerable management judgment is necessary to estimate projected future operating cash flows.  Accordingly, if actual results fall short of such estimates, significant future impairments could result.  During the first three quarters of fiscal 2013 and fiscal 2012, the Company did not record any asset impairment charges.

Goodwill and Other Intangible Assets

In connection with the Merger purchase price allocation, the fair values of long-lived and intangible assets have been determined based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases were obtained from independent professional valuation experts.  Under ASC 350, “Intangibles — Goodwill and Other” the Company amortizes intangible assets over their estimated useful lives unless such lives are deemed indefinite.

Goodwill and indefinite-lived intangible assets are not amortized but instead tested annually for impairment or more frequently when events or changes in circumstances indicate that the assets might be impaired.  Goodwill is tested for impairment by comparing the carrying amount of the reporting unit to the fair value of the reporting unit to which the goodwill is assigned.  Under Accounting Standards Update (“ASU”) 2011-8 (effective December 15, 2011), which amends the guidance in ASC 350-20 on testing goodwill for impairment, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step one of the goodwill impairment test).  If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required.  This amendment does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment.  In addition, there is no amendment to the requirement to test goodwill for impairment between annual tests if events or circumstances warrant; however, it does revise the examples of events and circumstances that an entity should consider.

The Company will perform an assessment for impairment during the fourth quarter of fiscal 2013, and annually thereafter.  In the event that the Company does not perform a qualitative assessment or a qualitative assessment indicates that goodwill has been impaired, then the two-step test is used to identify the potential impairment and to measure the amount of impairment, if any.  The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill.  If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, goodwill is impaired and the loss is measured by performing step two.  Under step two, the impairment loss is measured by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill.  Management has determined that the Company’s has two reporting units, the wholesale reporting unit and the retail reporting unit.

Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on undiscounted cash flows, and, if impaired, written down to fair value based on either discounted cash flows or appraised values.  Significant judgment is required in determining whether a potential indicator of impairment of long-lived assets exists and in estimating future cash flows used in the impairment tests.

Derivatives

The Company accounts for derivative financial instruments in accordance with accounting ASC 815, “Derivatives and Hedging.”  All financial instrument positions taken by the Company are intended to be used to manage risks associated with interest rate exposures.

The Company’s derivative financial instruments are recorded on the balance sheet at fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity.  Changes in the fair values of derivatives are recorded in net earnings or other comprehensive income (“OCI”), based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction.  Gains or losses on derivative instruments reported in accumulated other comprehensive income are reclassified to earnings in the period the hedged item affects earnings.  Any ineffectiveness is recognized in earnings in the period incurred.

Purchase Accounting

Under ASC 805, “Business Combinations” the Company’s assets and liabilities have been accounted for at their estimated fair values as of the date of the Merger.  The aggregate purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based upon an assessment of their relative fair value as of the Merger date.  These estimates of fair values, the allocation of the purchase price and other factors related to the accounting for the Merger are subject to significant judgments and the use of estimates.

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, “Income Taxes” (“ASC 740”).  Under the liability method, deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities.  ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the net deferred tax assets will not be realized.  The Company’s ability to realize deferred tax assets is assessed throughout the year and a valuation allowance is established accordingly.  ASC 740 requires the Company to recognize the impact of a tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position.  The Company recognizes potential interest and penalties related to uncertain tax positions in income tax expense.

Stock-Based Compensation

The Company accounts for stock-based compensation expense under the fair value recognition provisions of ASC 718, “Compensation-Stock Compensation” (“ASC 718”).  ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model.  The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods.  The Company estimates the fair value for each option award as of the date of grant using the Black-Scholes option pricing model.  The Black-Scholes model considers, among other factors, the expected life of the award and the expected volatility of the stock price.  Stock options are generally granted to employees at exercise prices equal to the fair market value of the stock at the dates of grant.

Revenue Recognition

The Company recognizes retail sales in its retail stores at the time the customer takes possession of merchandise.  All sales are net of discounts and returns, and exclude sales tax.  Wholesale sales are recognized in accordance with the shipping terms agreed upon on the purchase order.  Wholesale sales are typically recognized free on board origin, where title and risk of loss pass to the buyer when the merchandise leaves the Company’s distribution facility.

The Company has a gift card program.  The Company does not charge administrative fees on gift cards and the Company’s gift cards do not have expiration dates.  The Company records the sale of gift cards as a current liability and recognizes a sale when a customer redeems a gift card.  The liability for outstanding gift cards is recorded in accrued expenses.  The Company has not recorded any breakage income related to its gift card program.

Cost of Sales

Cost of sales includes the cost of inventory, freight in, inter-state warehouse transportation costs, obsolescence, spoilage, scrap and inventory shrinkage, and is net of discounts and allowances.  Cash discounts for satisfying early payment terms are recognized when payment is made, and allowances and rebates based upon milestone achievements such as reaching a certain volume of purchases of a vendor’s products are included as a reduction of cost of sales when such contractual milestones are reached in accordance with ASC 605-50-25, “Revenue Recognition-Customer Payments and Incentives-Recognition.”  In addition, the Company analyzes its inventory levels and the related cash discounts received to arrive at a value for cash discounts to be included in the inventory balance.  The Company does not include purchasing, receiving and distribution warehouse costs in its cost of sales.  Due to this classification, the Company’s gross profit rates may not be comparable to those of other retailers that include costs related to their distribution network in cost of sales.

Operating Expenses

Selling, general and administrative expenses include purchasing, receiving, inspection and warehouse costs, the costs of selling merchandise in stores (payroll and associated costs, occupancy and other store-level costs), distribution costs (payroll and associated costs, occupancy, transportation to and from stores and other distribution-related costs) and corporate costs (payroll and associated costs, occupancy, advertising, professional fees and other corporate administrative costs).

Leases

The Company follows the policy of capitalizing allowable expenditures that relate to the acquisition and signing of its retail store leases.  These costs are amortized on a straight-line basis over the applicable lease term.

The Company recognizes rent expense for operating leases on a straight-line basis (including the effect of reduced or free rent and rent escalations) over the applicable lease term.  The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight-line basis is included in deferred rent.  Cash reimbursements received from landlords for leasehold improvements and other cash payments received from landlords as lease incentives are recorded as deferred rent.  Deferred rent related to landlord incentives is amortized as an offset to rent expense using the straight-line method over the applicable lease term.

For store closures where a lease obligation still exists, the Company records the estimated future liability associated with the rental obligation on the cease use date (when the store is closed) in accordance with ASC 420, “Exit or Disposal Cost Obligations” (“ASC 420”).  Liabilities are established at the cease use date for the present value of any remaining operating lease obligations, net of estimated sublease income, and at the communication date for severance and other exit costs, as prescribed by ASC 420.  Key assumptions in calculating the liability include the timeframe expected to terminate lease agreements, estimates related to the sublease potential of closed locations and estimates of other related exit costs.  If actual timing and potential termination costs or realization of sublease income differ from the Company’s estimates, the resulting liabilities could vary from recorded amounts.  These liabilities are reviewed periodically and adjusted when necessary.

During the first three quarters of fiscal 2013, the Company sold and leased back three stores and the resulting leases qualify and are accounted for as operating leases.  The net proceeds from the sale-leaseback transactions amounted to $5.3 million.  Gains of $0.4 million were deferred and are being amortized over the lease terms (12-15 years).

Self-Insured Workers’ Compensation Liability

The Company self-insures for workers’ compensation claims in California and Texas.  The Company establishes a liability for losses of both estimated known and incurred but not reported insurance claims based on reported claims and actuarial valuations of estimated future costs of known and incurred but not yet reported claims.  Should an amount of claims greater than anticipated occur, the liability recorded may not be sufficient and additional workers’ compensation costs, which may be significant, could be incurred. The Company has not discounted the projected future cash outlays for the time value of money for claims and claim-related costs when establishing its workers’ compensation liability in its financial reports for December 29, 2012 and March 31, 2012.

Self-Insured Health Insurance Liability

During the second quarter of fiscal 2012 ended October 1, 2011 (the “second quarter of fiscal 2012”), the Company began self-insuring for a portion of its employee medical benefit claims.  The liability for the self-funded portion of the Company health insurance program is determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported.  The Company maintains stop loss insurance coverage to limit its exposure for the self-funded portion of its health insurance program.

Pre-Opening Costs

The Company expenses, as incurred, all pre-opening costs related to the opening of new retail stores.

Advertising

The Company expenses advertising costs as incurred except the costs associated with television advertising, which are expensed the first time the advertising takes place.  Advertising expenses were $1.4 million in the third quarter of each of fiscal 2013 and 2012.  Advertising expenses were $4.0 million and $4.1 million for the first three quarters of fiscal 2013 and 2012, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash, short-term marketable securities, accounts receivable, interest rate derivatives, accounts payable, accruals, debt, and other liabilities.  Cash, short-term marketable securities and interest rate derivatives are measured and recorded at fair value.  Accounts receivable and other receivables are financial assets with carrying values that approximate fair value.  Accounts payable and other accrued expenses are financial liabilities with carrying values that approximate fair value.  See Note 9 for further discussion of the fair value of debt.

The Company complies with the provisions of ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”).  ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements required under other accounting pronouncements.  ASC 820-10-35, “Subsequent Measurement” (“ASC 820-10-35”), clarifies that fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants.  ASC 820-10-35 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available.  Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model.  The Company also follows ASC 825, “Financial Instruments,” to expand required disclosures.

Comprehensive Income

ASC 220, “Comprehensive Income” establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements.  Accumulated other comprehensive income includes unrealized gains or losses on investments and interest rate derivatives designated as cash flow hedges.

XML

Financial Guarantees (Details) (USD $)			0 Months Ended			0 Months Ended
	Dec. 29, 2012	Mar. 31, 2012	Dec. 29, 2011 Senior Notes	Dec. 29, 2012 Issuer	Mar. 31, 2012 Issuer	Dec. 29, 2011 Issuer Senior Notes	Dec. 29, 2012 Subsidiary Guarantors	Mar. 31, 2012 Subsidiary Guarantors	Dec. 29, 2012 Consolidating Adjustments	Mar. 31, 2012 Consolidating Adjustments
Financial Guarantees
Principal amount of debt instrument issued			$ 250,000,000			$ 250,000,000
Current Assets:
Cash	35,677,000	27,766,000		37,024,000	23,793,000		115,000	3,973,000	(1,462,000)
Short-term investments	476,000	3,631,000		476,000	3,631,000
Accounts receivable, net	1,306,000	2,999,000		1,181,000	2,592,000		125,000	407,000
Income taxes receivable	17,680,000	6,868,000		17,680,000	6,634,000			234,000
Deferred income taxes	24,091,000	25,843,000		24,091,000	25,843,000
Inventories, net	239,243,000	214,318,000		209,946,000	187,234,000		29,297,000	27,084,000
Assets held for sale	2,621,000	6,849,000		2,621,000	6,849,000
Other	13,002,000	11,297,000		11,965,000	10,515,000		1,037,000	782,000
Total current assets	334,096,000	299,571,000		304,984,000	267,091,000		30,574,000	32,480,000	(1,462,000)
Property and equipment, net	475,992,000	476,525,000		412,165,000	408,456,000		63,827,000	68,069,000
Deferred financing costs, net	21,730,000	30,400,000		21,730,000	30,400,000
Equity investments and advances to subsidiaries				109,669,000	472,360,000		22,510,000	373,224,000	(132,179,000)	(845,584,000)
Intangible assets, net	472,878,000	477,434,000		470,044,000	477,492,000		2,834,000	(58,000)
Goodwill	471,750,000	471,513,000		471,750,000	471,513,000
Deposits and other assets	14,380,000	12,598,000		11,089,000	9,689,000		3,291,000	2,909,000
Total assets	1,790,826,000	1,768,041,000		1,801,431,000	2,137,001,000		123,036,000	476,624,000	(133,641,000)	(845,584,000)
Current Liabilities:
Accounts payable	57,752,000	41,407,000		53,515,000	38,271,000		5,699,000	3,136,000	(1,462,000)
Intercompany payable				22,510,000	377,766,000		14,152,000	453,952,000	(36,662,000)	(831,718,000)
Payroll and payroll-related	19,268,000	15,580,000		17,489,000	13,986,000		1,779,000	1,594,000
Sales tax	7,929,000	6,128,000		7,252,000	5,630,000		677,000	498,000
Other accrued expenses	22,699,000	30,569,000		18,855,000	27,207,000		3,844,000	3,362,000
Workers' compensation	37,533,000	39,024,000		37,458,000	38,949,000		75,000	75,000
Current portion of long-term debt	5,237,000	5,250,000		5,237,000	5,250,000
Current portion of capital lease obligation	81,000	77,000		81,000	77,000
Total current liabilities	150,499,000	138,035,000		162,397,000	507,136,000		26,226,000	462,617,000	(38,124,000)	(831,718,000)
Long-term debt	754,020,000	758,351,000		754,020,000	758,351,000
Unfavorable lease commitments, net	15,865,000	18,959,000		15,142,000	19,035,000		723,000	(76,000)
Deferred rent	4,253,000	798,000		3,683,000	581,000		570,000	217,000
Deferred compensation liability	5,212,000	5,136,000		5,212,000	5,136,000
Capital lease obligation, net of current portion	292,000	354,000		292,000	354,000
Long-term deferred income taxes	216,828,000	214,874,000		216,828,000	214,874,000
Other liabilities	3,780,000	767,000		3,780,000	767,000
Total liabilities	1,150,749,000	1,137,274,000		1,161,354,000	1,506,234,000		27,519,000	462,758,000	(38,124,000)	(831,718,000)
Shareholders' Equity:
Preferred stock
Common stock								1,000		(1,000)
Additional paid-in capital	638,465,000	636,037,000		638,465,000	636,037,000		99,942,000	15,000,000	(99,942,000)	(15,000,000)
Retained earnings (deficit)	2,718,000	(5,293,000)		2,718,000	(5,293,000)		(4,425,000)	(1,135,000)	4,425,000	1,135,000
Other comprehensive (loss) income	(1,106,000)	23,000		(1,106,000)	23,000
Total shareholders' equity	640,077,000	630,767,000		640,077,000	630,767,000		95,517,000	13,866,000	(95,517,000)	(13,866,000)
Total liabilities and shareholders' equity	$ 1,790,826,000	$ 1,768,041,000		$ 1,801,431,000	$ 2,137,001,000		$ 123,036,000	$ 476,624,000	$ (133,641,000)	$ (845,584,000)

XML

Texas Market (Tables)

9 Months Ended

Dec. 29, 2012

Texas Market

Texas Market

The following table summarizes the Texas store closures remaining obligations as of December 29, 2012 (in thousands):

	Lease TerminationCost
Remaining obligations as of March 31, 2012	$	1,079
Accretion expenses	130
Cash payments	(517		)
Remaining obligations as of December 29, 2012	$	692

XML

New Authoritative Standards

9 Months Ended

Dec. 29, 2012

New Authoritative Standards

New Authoritative Standards

17. New Authoritative Standards

In June 2011, FASB issued ASU 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”).  ASU 2011-05 allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements.  The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity.  While ASU 2011-05 changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance.  The new guidance is effective for fiscal year and interim periods beginning after December 15, 2011.  The adoption of ASU 2011-05 did not have any impact on the Company’s consolidated financial position or results of operations, other than presentation.

On December 23, 2011, the FASB issued ASU 2011-12, which indefinitely defers the provision of ASU 2011-5 related to the requirement that entities present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented.  The adoption of ASU 2011-12 did not have any impact on the Company’s consolidated financial position or results of operations, other than presentation.

On July 27, 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” (“ASU 2012-02”).  The ASU 2012-02 provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired.  If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required.  However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under GAAP.  The new guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012.  Early adoption is permitted.  The adoption of ASU 2012-02 is not expected to have a material impact on the Company’s consolidated financial position or results of operation.

XML

Other Accrued Expenses (Tables)

9 Months Ended

Dec. 29, 2012

Other Accrued Expenses

Other Accrued Expenses

Other accrued expenses as of December 29, 2012 and March 31, 2012 are as follows (in thousands):

	December 29, 2012		March 31,  2012
Accrued legal reserves and fees	$	3,037	$	4,866
Accrued property taxes	2,886		2,974
Accrued utilities	2,802		2,709
Accrued interest	2,643		7,898
Accrued rent and related expenses	2,369		2,830
Accrued outside services	1,607		945
Accrued professional fees	552		1,220
Accrued advertising	467		577
Other	6,336		6,550
Total other accrued expenses	$	22,699	$	30,569

XML

Subsequent Events

9 Months Ended

Dec. 29, 2012

Subsequent Events

Subsequent Events

19. Subsequent Events

On January 23, 2013, Eric Schiffer, Jeff Gold and Howard Gold separated from their positions as Chief Executive Officer, Chief Administrative Officer and Executive Vice President of Special Projects, respectively, of the Company and the Parent (and together with the Company, the “Corporation”), and as directors of the Company and Parent.  Conditional upon each of Messrs. Schiffer, Jeff Gold and Howard Gold executing and not revoking a release of claims against the Corporation and certain of its affiliates, each of Messrs. Schiffer, Jeff Gold and Howard Gold will receive benefits commensurable with the benefits payable to him upon a termination without cause under his Employment Agreement, effective January 13, 2012, with the Company and Parent.

Effective January 23, 2013, the Board of Directors of the Company and Parent elected Richard Anicetti and Michael Fung to serve as Interim President and Chief Executive Officer and Interim Executive Vice President and Chief Administrative Officer of the Corporation, respectively. Mr. Anicetti is currently a member of the Board of Directors of the Company and Parent.

XML

The Merger

9 Months Ended

Dec. 29, 2012

The Merger

The Merger

2. The Merger

As discussed in Note 1, the Merger was completed on January 13, 2012 and was financed by:

· Borrowings consisting of (i) a $175 million, 5-year asset-based revolving credit facility (as amended, the “ABL Facility”), of which $10 million was drawn at closing of the Merger and was fully repaid in February 2012 and (ii) a $525 million, 7-year term loan credit facility (as amended, the “First Lien Term Loan Facility” and, together with the ABL Facility, the “Credit Facilities”);

· Issuance of $250 million principal amount of 11% senior notes due 2019 (the “Senior Notes”); and

· Equity contributions of $635.9 million from the Sponsors and the Rollover Investors.

The Merger was accounted for as a business combination whereby the purchase price paid to effect the Merger was allocated to recognize the acquired assets and liabilities at fair value.  The Merger and the allocation of the purchase price of $1.6 billion have been recorded as of January 14, 2012.  The sources and uses of funds in connection with the Merger are summarized in the following table (in thousands):

Sources:
Proceeds from First Lien Term Loan Facility	$	525,000
Proceeds from Senior Notes	250,000
Proceeds from ABL Facility	10,000
Proceeds from equity contributions	535,900
Rollover equity from the Rollover Investors	100,000
Cash on hand	212,575
Total sources	$	1,633,475
Uses:
Equity purchase price	$	1,577,563
OID and other debt issuance costs	41,911
Cash to balance sheet	14,001
Total uses	$	1,633,475

Acquisition Accounting

In connection with the purchase price allocation, estimates of the fair values of long-lived and intangible assets were determined based upon assumptions related to the future cash flows, discount rates and asset lives using information available at the acquisition date, and in some cases, valuation results from independent valuation specialists.  Purchase accounting adjustments were recorded to: (i) increase the carrying value of property and equipment, (ii) establish intangible assets for trade names, vendor relations and favorable lease commitments, and (iii) revalue lease-related liabilities.

The allocation of purchase price was as follows (in thousands):

Purchase price	$	1,577,563
Less: net assets acquired	741,017
Excess of purchase price over book value of net assets acquired	$	836,546
Write up (down) of tangible assets:
Property and equipment	$	87,863
Land and buildings	63,549
Assets held for sale	(933		)
Deferred rent	(425		)
Leasing commission	(5,224		)
Acquisition-related intangible assets:
Trade name (indefinite life)	$	410,000
Trademarks (20 year life)	1,822
Bargain Wholesale customer relationships	20,000
Fair market value of favorable leases	46,723
Acquisition-related intangibles	478,545
Write down/(up) of liabilities:
Deferred rent and lease incentive revaluation	10,742
Fair market value of unfavorable leases	(19,836		)
Deferred income taxes:
Deferred income taxes	$	(249,485	)
Residual goodwill (1)	$	471,750
Total allocated excess purchase price	$	836,546

(1) The Company does not expect any of the residual goodwill to be tax deductible.  Goodwill is considered to have an indefinite life and is not amortized, but rather reviewed annually for impairment or more frequently if indicators of impairment exist.

As a result of the Merger, the Company recognized one-time legal, financial advisory, accounting, and other merger related costs of $10.6 million for the period January 15, 2012 to March 31, 2012 and $15.2 million for the period April 3, 2011 to January 14, 2012.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 29, 2012	Mar. 31, 2012
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 343	$ 280
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100
Class B
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

XML

Income Taxes

9 Months Ended

Dec. 29, 2012

Income Taxes

Income Taxes

12. Income Taxes

The effective income tax rate for the first three quarters of 2013 was 34.8% compared to a rate of 39.0% for the first three quarters of fiscal 2012.  The decrease in the effective tax rate is primarily due to lower pretax income.

The Company files income tax returns in the U.S. federal jurisdiction and in various states.  The Company is subject to examinations by the major tax jurisdictions in which it files for the tax years 2007 through 2011.  The tax return for the period ended March 27, 2010 was chosen for examination by Internal Revenue Service.  The Internal Revenue Service has completed its examination and has made no changes to the reported tax.

XML

Document and Entity Information	9 Months Ended
	Dec. 29, 2012	Feb. 04, 2013 Class A Common Stock	Feb. 04, 2013 Class B Common Stock
Entity Registrant Name	99 CENTS ONLY STORES
Entity Central Index Key	0001011290
Document Type	10-Q
Document Period End Date	Dec. 29, 2012
Amendment Flag	false
Current Fiscal Year End Date	--03-30
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		100	100
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

XML

Commitments and Contingencies

9 Months Ended

Dec. 29, 2012

Commitments and Contingencies

Commitments and Contingencies

13. Commitments and Contingencies

Credit Facilities

The Company’s credit facilities and commitments are discussed in detail in Note 7.

As of March 31, 2012, the Company also had a standby letter of credit for $0.4 million related to one of its leased properties, where the lessor was a named beneficiary in the event of a default by the Company, and potentially was entitled to draw on the letter of credit in the event of a specified default.  The letter of credit expired in October 2012.  The Company is in compliance with its lease terms and scheduled payments.

Workers’ Compensation

The Company self-insures its workers’ compensation claims in California and Texas and provides for losses of estimated known and incurred but not reported insurance claims.  The Company does not discount the projected future cash outlays for the time value of money for claims and claim related costs when establishing its workers’ compensation liability.

As of December 29, 2012 and March 31, 2012, the Company had recorded a liability $37.5 million and $39.0 million, respectively, for estimated workers’ compensation claims in California.  The Company has limited self-insurance exposure in Texas and had recorded a liability of less than $0.1 million as of December 29, 2012 and March 31, 2012 for workers’ compensation claims in Texas.  The Company purchases workers’ compensation insurance coverage in Arizona and Nevada.

Self-Insured Health Insurance Liability

During the second quarter of fiscal 2012, the Company began self-insuring for a portion of its employee medical benefit claims.  As of December 29, 2012 and March 31, 2012, the Company had recorded a liability of $0.8 million and $0.9 million, respectively, for estimated health insurance claims.  The Company maintains stop loss insurance coverage to limit its exposure for the self-funded portion of its health insurance program.

Legal Matters

Wage and Hour Matters

Luis Palencia v. 99¢ Only Stores, Superior Court of the State of California, County of Sacramento.  Plaintiff, a former assistant manager, who the Company employed from June 12, 2009 through September 9, 2009, filed this action in June 2010, asserting claims on behalf of himself and all others allegedly similarly situated under the California Labor Code for alleged unpaid overtime due to “off the clock” work, failure to pay minimum wage, failure to provide meal and rest periods, failure to provide proper wage statements, failure to pay wages timely during employment and upon termination and failure to reimburse business expenses.  Mr. Palencia also asserted a derivative claim for unfair competition under the California Business and Professions Code.  Mr. Palencia sought to represent three sub-classes: (i) an “unpaid wages subclass” of all non-exempt or hourly paid employees who worked for the Company in California within four years prior to the filing of the complaint until the date of certification, (ii) a “non-compliant wage statement subclass” of all non-exempt or hourly paid employees of the Company who worked in California and received a wage statement within one year prior to the filing of the complaint until the date of certification, and (iii) an “unreimbursed business expenses subclass” of all employees of the Company who paid for business-related expenses, including expenses for travel, mileage or cell phones in California within four years prior to the filing of the complaint until the date of certification.  Plaintiff sought to recover alleged unpaid wages, interest, attorney’s fees and costs, declaratory relief, restitution, statutory penalties and liquidated damages.  He also sought to recover civil penalties as an “aggrieved employee” under the Private Attorneys General Act of 2004.  Following a mediation of this matter, the parties entered into a settlement agreement on November 2, 2011.  The settlement agreement was granted final approval by the Court on September 14, 2012, and judgment was entered on October 11, 2012.  The Company accrued $2.2 million in the period from April 3, 2011 to January 14, 2012 for expected payments in connection with the settlement.  The payments required under the settlement have been made.

Sheridan Reed v. 99¢ Only Stores, Superior Court of the State of California, County of Los Angeles.  Plaintiff, a former store manager for the Company, filed this action in April 2010.  He originally asserted claims on behalf of himself and all others allegedly similarly situated under the California Labor Code for alleged failure to pay overtime at the proper rate, failure to pay vested vacation wages, failure to pay wages timely upon termination of employment and failure to provide accurate wage statements.  Mr. Reed also asserted a derivative claim for unfair competition under the California Business and Professions Code.  In September 2010, Mr. Reed amended his complaint to seek civil penalties under the Private Attorneys General Act of 2004.  Mr. Reed sought to represent four sub-classes: (i) all non-exempt or hourly current or former employees who worked for the Company in California within four years prior to the filing of the complaint until the date of certification who were paid bonuses, commissions or incentive wages, who worked overtime, and for whom the bonuses, commissions or incentive wages were not included as part of the regular rate of pay for overtime purposes, (ii) all non-exempt or hourly current or former employees who worked for the Company in California within four years prior to the filing of the complaint until the date of certification who earned vacation wages and were not paid their vested vacation wages at the time of termination; (iii) all non-exempt or hourly current or former employees who worked for the Company in California within four years prior to the filing of the complaint until the date of certification who were not furnished a proper itemized wage statement; and (iv) all non-exempt or hourly current or former employees who worked for the Company in California within four years prior to the filing of the complaint until the date of certification who were not paid all wages due upon termination.  Plaintiff sought to recover alleged unpaid wages, statutory penalties, interest, attorney’s fees and costs, declaratory relief, injunctive relief and restitution.  He also sought to recover civil penalties as an “aggrieved employee” under the Private Attorneys General Act of 2004.  The parties executed a formal settlement agreement on April 5, 2012, and such settlement agreement was granted final approval by the Court on October 25, 2012, and judgment was entered on November 7, 2012.  This settlement agreement resolves the remainder of the lawsuit by settling the class-wide claims for failure to pay overtime at the proper rate, failure to pay wages timely upon termination of employment and failure to provide accurate wage statements.  In addition, the settlement resolves Plaintiff’s individual claim for failure to pay vested vacation wages and includes a general release by Plaintiff in the Company’s favor.  The Company accrued approximately $0.6 million for expected payments in connection with this settlement. The payments required under the settlement have been made.

Thomas Allen v. 99¢ Only Stores, Superior Court of the State of California, County of Los Angeles.  Plaintiff, a former store manager for the Company, filed this action on March 18, 2011.  He asserted claims on behalf of himself and all others allegedly similarly situated under the California Labor Code for alleged failure to pay overtime, failure to provide meal and rest periods, failure to pay wages timely upon termination, and failure to provide accurate wage statements.  Mr. Allen also asserted a derivative claim for unfair competition under the California Business and Professions Code.  Mr. Allen seeks to represent a class of all employees who were employed by the Company as salaried managers in 99¢ Only retail stores from March 18, 2007 through the date of trial or settlement.  Plaintiff seeks to recover alleged unpaid wages, statutory penalties, interest, attorney’s fees and costs, declaratory relief, injunctive relief and restitution.  On October 17, 2011, the Court heard the Company’s motion to compel Plaintiff Allen to arbitrate his claims on an individual basis, and following the hearing, the Court ordered the parties to submit further briefing and argument.  Following this supplemental briefing and while the motion was under advisement, Mr. Allen sought leave to amend his complaint to add a cause of action pursuant to the Private Attorneys General Act of 2004 (“PAGA”).  The Company did not oppose this motion and on January 5, 2012, the Court granted Mr. Allen’s motion and his First Amended Complaint was filed.  On February 27, 2012, the Court denied the Company’s motion to compel arbitration.  The Company filed a notice of its intention to appeal that ruling on April 12, 2012.  Following a mediation of this matter on August 30, 2012, the parties entered into a “term sheet” settlement agreement for a minimal amount, which is subject to court approval.  If the settlement agreement is not approved by the court, the Company cannot predict the outcome of this lawsuit.

Shelley Pickett v. 99¢ Only Stores, Superior Court of the State of California, County of Los Angeles.  Plaintiff Shelley Pickett filed a representative action complaint against the Company on November 4, 2011, alleging a PAGA claim virtually identical that of another matter which was dismissed with prejudice in December 2011, Bright v. 99¢ Only Stores.  Like the plaintiff in the Bright case, Plaintiff Pickett asserts that the Company violated section 14 of Wage Order 7-2001 by failing to provide seats for its cashiers behind checkout counters.  She seeks civil penalties of $100 to $200 per violation, per each pay period for each affected employee, and attorney’s fees.  On November 8, 2011, Plaintiff Pickett filed a Notice of Related Case, stating that her case and the Bright case assert “identical claims.”  After hearing arguments from the parties on December 1, 2011, the Court determined that the cases were related and assigned Pickett’s case to Judge William Fahey, the judge who presided over the Bright case.  Plaintiff Pickett then attempted to exercise a 170.6 challenge to Judge Fahey, which the Company opposed.  The Court struck Plaintiff Pickett’s 170.6 challenge on December 16, 2011.  Plaintiff Pickett appealed this ruling, filing a petition for writ of mandate on December 30, 2011.  The Company filed an opposition to Plaintiff Pickett’s petition and oral argument took place on February 1, 2012.  On February 22, 2012, the Court of Appeal ruled in Plaintiff Pickett’s favor and issued the writ of mandate.  On April 2, 2012, the Company filed a petition for review of that ruling with the California Supreme Court, which Pickett answered on April 23, 2012.  The California Supreme Court denied the Company’s petition for review on May 9, 2012 and the Court of Appeals has remanded the case to Los Angeles Superior Court.  On October 2, 2012, the Company filed a motion to compel arbitration of Pickett’s individual claims or, in the alternative, to strike the representative action allegations in the Complaint.  The Court denied that motion on November 15, 2012, and on January 11, 2013, the Company filed a Notice of Appeal.  The Company cannot predict the outcome of this lawsuit or the amount of potential loss, if any, that it could face as a result of such lawsuit.

Regulatory Matters

The Company recently received Notices to Comply with hazardous waste and/or hazardous materials storage requirements for certain of its stores and its distribution centers in Southern California.  The agencies that have delivered such notices to the Company include the Los Angeles County Fire Department, Health Hazardous Materials Division, the Ventura County Environmental Health Division, the Santa Barbara County Fire Department and the City of Oxnard.  The Notices concern alleged non-compliance with a variety of hazardous waste and hazardous material regulatory requirements imposed under California law identified during recent compliance inspections and require corrective actions to be taken by certain dates set forth in the Notices.  The Company is working to implement the required corrective actions.  Although the agencies can also seek civil penalties for the alleged instances of past non-compliance, even after corrective action is taken, no penalties have been demanded for any of the alleged non-compliance.  If penalties are demanded by these agencies in the future, the Company cannot predict the amount of penalties that may be sought.

Other Matters.  The Company is also subject to other private lawsuits, administrative proceedings and claims that arise in its ordinary course of business.  A number of these lawsuits, proceedings and claims may exist at any given time.  While the resolution of such a lawsuit, proceeding or claim may have an impact on the Company’s financial results for the period in which it is resolved, and litigation is inherently unpredictable, in management’s opinion, none of these matters arising in the ordinary course of business is expected to have a material adverse effect on the Company’s financial position, results of operations or overall liquidity.

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Dec. 29, 2012	Dec. 29, 2012	Dec. 31, 2011 Predecessor	Dec. 31, 2011 Predecessor
Net Sales:
99 Cents Only Stores	$ 427,102	$ 1,198,131	$ 393,263	$ 1,103,027
Bargain Wholesale	12,388	35,672	10,657	32,271
Total sales	439,490	1,233,803	403,920	1,135,298
Cost of sales (excluding depreciation and amortization expense shown separately below)	264,231	750,832	238,705	675,489
Gross profit	175,259	482,971	165,215	459,809
Selling, general and administrative expenses:
Operating expenses	126,012	365,145	120,605	348,538
Depreciation	14,290	41,973	7,064	20,758
Amortization of intangible assets	442	1,325	4	13
Total selling, general and administrative expenses	140,744	408,443	127,673	369,309
Operating income	34,515	74,528	37,542	90,500
Other (income) expense:
Interest income	(29)	(288)	(79)	(281)
Interest expense	14,747	45,861	40	375
Other-than-temporary investment impairment due to credit losses			314	345
Loss on extinguishment of debt		16,346
Other	252	319	(11)	(73)
Total other expense, net	14,970	62,238	264	366
Income before provision for income taxes	19,545	12,290	37,278	90,134
Provision for income taxes	6,853	4,279	15,103	35,162
Net income	12,692	8,011	22,175	54,972
Other comprehensive (loss) income, net of tax:
Unrealized holding gains on securities arising during period		4	167	29
Unrealized losses on interest rate cash flow hedge	(92)	(1,109)
Less: reclassification adjustment included in net income	(19)	(24)	182	164
Other comprehensive (loss) income, net of tax	(111)	(1,129)	349	193
Comprehensive income	$ 12,581	$ 6,882	$ 22,524	$ 55,165

XML

Debt

9 Months Ended

Dec. 29, 2012

Debt

Debt

7. Debt

Short and long-term debt consists of the following (in thousands):

	December 29, 2012		March 31, 2012
ABL Facility agreement, maturing January 13, 2017, with available borrowing up to $175,000, interest due quarterly, with unpaid principal and accrued interest due January 13, 2017	$	—	$	—
First Lien Term Loan Facility agreement, maturing on January 13, 2019, payable in quarterly installments of $1,309, plus interest, commencing March 31, 2012 through December 31, 2019, with unpaid principal and accrued interest due January 13, 2019, net of unamortized OID of $10,503 and $10,086 as of December 29, 2012 and March 31, 2012, respectively	509,257		513,601
Senior Notes (unsecured) maturing December 15, 2019, unpaid principal and accrued interest due on December 15, 2019	250,000		250,000
Total long-term debt	759,257		763,601
Less: current portion of long-term debt	5,237		5,250
Long-term debt, net of current portion	$	754,020	$	758,351

As of December 29, 2012 and March 31, 2012, the deferred financing costs are as follows (in thousands):

	December 29, 2012							March 31, 2012
Deferred financing costs	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
ABL Facility	$	3,078	$	(592	)	$	2,486	$	3,078	$	(130	)	$	2,948
First Lien Term Loan Facility	9,308		(876		)	8,432		16,572		(653		)	15,919
Senior Notes	11,761		(949		)	10,812		11,761		(228		)	11,533
Total deferred financing costs	$	24,147	$	(2,417	)	$	21,730	$	31,411	$	(1,011	)	$	30,400

On January 13, 2012, in connection with the Merger, the Company obtained Credit Facilities provided by a syndicate of lenders arranged by Royal Bank of Canada as administrative agent, as well as other agents and lenders that are parties to these Credit Facilities.  The Credit Facilities include (a) $175 million in commitments under the ABL Facility, and (b) an aggregate principal amount under the First Lien Term Loan Facility of $525 million.

First Lien Term Loan Facility

The First Lien Term Loan Facility provides for $525 million of borrowings (which may be increased by up to $150.0 million in certain circumstances).  All obligations under the First Lien Term Loan Facility are guaranteed by Parent and the Company’s direct

wholly owned subsidiary (together, the “Credit Facilities Guarantors”).  In addition, the First Lien Term Loan Facility is secured by pledges of certain of the Company’s equity interests and the equity interests of the Credit Facilities Guarantors.

The Company is required to make scheduled quarterly payments each equal to 0.25% of the original principal amount of the term loan (approximately $1.3 million), with the balance due on the maturity date, January 13, 2019.  Borrowings under the First Lien Term Loan Facility bear interest at an annual rate equal to an applicable margin plus, at the Company’s option, (A) a Base Rate determined by reference to the highest of (a) the interest rate in effect determined by the administrative agent as “Prime Rate” (3.25% as of December 29, 2012), (b) the federal funds effective rate plus 0.50% and (c) an adjusted Eurocurrency rate for one month (determined by reference to the greater of the Eurocurrency rate for the interest period multiplied by the Statutory Reserve Rate or 1.50% per annum) plus 1.00%, or (B) an Adjusted Eurocurrency Rate.  The applicable margin used is 5.50% for Eurocurrency loans and 4.50% for base rate loans.

On April 4, 2012, the Company amended the terms of the existing seven-year $525 million First Lien Term Loan Facility, and incurred refinancing costs of $11.2 million.  The amendment, among other things, decreased the applicable margin from the London Interbank Offered Rate (“LIBOR”) plus 5.50% (or base rate plus 4.50%) to LIBOR plus 4.00% (or base rate plus 3.00%) and decreased the LIBOR floor from 1.50% to 1.25%.  The maximum capital expenditures covenant in the First Lien Term Loan Facility was also amended to permit an additional $5 million in capital expenditures each year throughout the term of the First Lien Term Loan Facility.

The Company evaluated the proper accounting treatment for the amendment.  Specifically, the Company evaluated the position of each lender under both the original First Lien Term Loan Facility and the amended First Lien Term Loan Facility. The Company determined that a portion of the refinancing transaction should be accounted for as debt extinguishment, representing the outstanding principal amount of loans held by lenders under the original First Lien Term Loan Facility that were not lenders under the amended First Lien Term Loan Facility. In accordance with applicable guidance for debt modification and extinguishment, the Company recognized a $16.3 million loss on debt extinguishment related to a portion of the unamortized debt issuance costs, unamortized original issue discount (“OID”) and refinancing costs incurred in connection with the amendment for the portion of the First Lien Term Loan Facility that was extinguished.  The Company recorded $0.3 million as deferred debt issuance costs and $5.9 million as OID in connection with the amendment.

As of December 29, 2012, the interest rate charged on the First Lien Term Loan Facility was 5.25% (1.25% Eurocurrency rate, plus the Eurocurrency loan margin of 4.00%).  As of December 29, 2012, amount outstanding under the First Lien Term Loan Facility was $509.3 million.

Following the end of each fiscal year, the Company is required to prepay the First Lien Term Loan Facility in an amount equal to 50% of Excess Cash Flow (as defined in the First Lien Term Loan Facility agreement and with stepdowns to 25% and 0% based on achievement of specified total leverage ratios), minus the amount of certain voluntary prepayments of the First Lien Term Loan Facility and/or the ABL Facility during such fiscal year.

The First Lien Term Loan Facility includes restrictions on the Company’s ability and the ability of Parent and certain of the Company’s subsidiaries to, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, the Company’s capital stock, make certain acquisitions or investments, materially change the Company’s business, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to and make capital expenditures or merge or consolidate with or into, another company.  As of December 29, 2012, the Company was in compliance with the terms of the First Lien Term Loan Facility.

During the first quarter ended June 30, 2012 (the “first quarter of fiscal 2013”), the Company entered into an interest rate cap agreement.  The interest rate cap agreement limits the Company’s interest exposure on a notional value of $261.8 million to 3.00% plus an applicable margin of 4.00%.  The term of the interest rate cap is from May 29, 2012 to November 29, 2013.  The Company paid fees of $0.05 million to enter into the interest rate cap agreement.

In addition, during the first quarter of fiscal 2013, the Company entered into an interest rate swap agreement to limit the variability of cash flows associated with interest payments on the First Lien Term Loan Facility that result from fluctuations in the LIBOR rate.  The swap limits the Company’s interest exposure on a notional value of $261.8 million to 1.36% plus an applicable margin of 4.00%.  The term of the swap is from November 29, 2013 through May 31, 2016.  The fair value of the swap on the trade date was zero as the Company neither paid nor received any value to enter into the swap, which was entered into at market rates.  The fair value of the swap at December 29, 2012 was a liability of $2.5 million.  See Note 8 for more information on the Company’s interest rate cap and interest rate swap agreements.

ABL Facility

The ABL Facility provides for up to $175.0 million of borrowings (which may be increased by up to $50.0 million in certain circumstances), subject to certain borrowing base limitations.  All obligations under the ABL Facility are guaranteed by the Company, its immediate Parent and the Company’s direct wholly owned subsidiary (together, the “ABL Guarantors”).  The ABL Facility is secured by substantially all of the Company’s assets and the assets of the ABL Guarantors.

Borrowings under the ABL Facility bear interest for an initial period until June 30, 2012 at an applicable margin plus, at the Company’s option, a fluctuating rate equal to (A) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the interest rate in effect determined by the administrative agent as “Prime Rate” (3.25% at the date of the Merger), and (c) Adjusted Eurocurrency Rate (determined to be the LIBOR rate multiplied by the Statutory Reserve Rate) for an Interest Period of one (1) month plus 1.00% or (B) the Adjusted Eurocurrency Rate.  The interest rate charged on borrowings under the ABL Facility from the date of the Merger until June 30, 2012 was 4.25% (the base rate (prime rate at 3.25%) plus the applicable margin of 1.00%).  Thereafter, borrowings under the ABL Facility will have variable pricing and will be based, at the Company’s option, on (a) LIBOR plus an applicable margin to be determined (1.75% as of December 29, 2012) or (b) the determined base rate (prime rate) plus an applicable margin to be determined (0.75% at December 29, 2012), in each case based on a pricing grid depending on average daily excess availability for the most recently ended quarter.

In addition to paying interest on outstanding principal under the Credit Facilities, the Company was required to pay a commitment fee to the lenders under the ABL Facility on unutilized commitments at a rate of 0.375% for the period from the date of the Merger until June 30, 2012.  Thereafter, the commitment fee will be adjusted at the beginning of each quarter based upon the average historical excess availability of the prior quarter (0.50% for the quarter ended December 29, 2012).  The Company must also pay customary letter of credit fees and agency fees.

As of December 29, 2012 and March 31, 2012, the Company had no outstanding borrowings under the ABL Facility, and availability under the ABL Facility, subject to the borrowing base, was $167.4 million at December 29, 2012.

The ABL Facility includes restrictions on the Company’s ability, and the ability of the Parent and certain of the Company’s subsidiaries to, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, our capital stock, make certain acquisitions or investments, materially change our business, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to, make capital expenditures or merge or consolidate with or into, another company.  The ABL Facility was amended on April 4, 2012 to permit an additional $5 million in capital expenditures for each year during the term of the ABL Facility.  As of December 29, 2012, the Company was in compliance with the terms of the ABL Facility.

Senior Notes

On December 29, 2011, the Company issued $250 million of Senior Notes.  As of March 31, 2012, the Senior Notes were guaranteed by each of the Company’s direct wholly owned subsidiaries, 99 Cents Only Stores Texas, Inc., a Delaware corporation, and 99 Cents Only Stores, a Nevada corporation (“99 Cents Only Stores (Nevada)”).  In September 2012, 99 Cents Only Stores (Nevada), an inactive wholly owned subsidiary of the Company, was dissolved.  As of December 29, 2012, the Senior Notes are guaranteed by 99 Cents Only Stores Texas, Inc. (the “Senior Notes Guarantor”).

In connection with the issuance of the Senior Notes, the Company entered into a registration rights agreement that required the Company to file an exchange offer registration statement, enabling holders to exchange the Senior Notes for registered notes with terms identical in all material respects to the terms of the Senior Notes, except the registered notes would be freely tradable.  The exchange offer was closed on November 7, 2012.

Pursuant to the terms of the indenture governing the Senior Notes (the “Indenture”), the Company may redeem all or a part of the Senior Notes at certain redemption prices applicable based on the date of redemption.

The Senior Notes are (i) equal in right of payment with all of the Company’s and the Senior Notes Guarantor’s existing and future senior indebtedness; (ii) effectively junior to the Company’s and the Senior Notes Guarantor’s existing and future secured indebtedness, to the extent of the value of the interest of the holders of that secured indebtedness in the assets securing such indebtedness; (iii) unconditionally guaranteed on a senior unsecured unsubordinated basis by the Senior Notes Guarantor; and (iv) junior to the indebtedness or other liabilities of the Company’s subsidiaries that are not guarantors. The Company is not required to make any mandatory redemptions or sinking fund payments, and may at any time or from time to time purchase notes in the open market.

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to incur or guarantee additional indebtedness, create or incur certain liens, pay dividends or make other restricted payments, incur restrictions on the payment of dividends or other distributions from its restricted subsidiaries, make certain investments, transfer or sell assets, engage in transactions with affiliates, or merge or consolidate with other companies or transfer all or substantially all of its assets.

As of December 29, 2012, the Company was in compliance with the terms of the Indenture.

The significant components of interest expense are as follows (in thousands):

	For the Third Quarter Ended				For the First Three Quarters Ended
	December 29,  2012		December 31,  2011		December 29, 2012		December 31, 2011
	(Successor)		(Predecessor)		(Successor)		(Predecessor)
First Lien Term Loan Facility	$	6,915	$	—	$	21,026	$	—
ABL Facility	221		—		604		—
Senior Notes	6,493		—		20,396		—
Amortization of deferred financing costs and OID	1,078		—		3,138		—
Other interest expense	40		40		697		375
Interest expense	$	14,747	$	40	$	45,861	$	375

Interest paid for the third quarter of fiscal 2013 and 2012, was $20.9 million and $0.3 million, respectively.  Interest paid for the first three quarters of fiscal 2013 and 2012, was $47.0 million and $0.3 million, respectively.

XML

Comprehensive Income

9 Months Ended

Dec. 29, 2012

Comprehensive Income

Comprehensive Income

6. Comprehensive Income

The following table sets forth the calculation of comprehensive income, net of tax effects for the periods indicated (in thousands):

	For the Third Quarter Ended					For the First Three Quarters Ended
	December 29, 2012			December 31, 2011		December 29, 2012			December 31, 2011
	(Successor)			(Predecessor)		(Successor)			(Predecessor)
Net income	$	12,692		$	22,175	$	8,011		$	54,972
Unrealized holding gains on marketable securities, net of tax effects of $0, $111, $3 and $19 for the third quarter and the first three quarters of fiscal 2013 and 2012, respectively	—			167		4			29
Unrealized losses on interest rate cash flow hedge, net of tax effects of $(61), $0, $(739) and $0 for the third quarter and the first three quarters of fiscal 2013 and 2012, respectively	(92		)	—		(1,109		)	—
Reclassification adjustment, net of tax effects of $(13), $121, $(16) and $109 for the third quarter and the first three quarters of fiscal 2013 and 2012, respectively	(19		)	182		(24		)	164
Total unrealized (losses) gains, net	(111		)	349		(1,129		)	193
Total comprehensive income	$	12,581		$	22,524	$	6,882		$	55,165

XML

Financial Guarantees

9 Months Ended

Dec. 29, 2012

Financial Guarantees

Financial Guarantees

18. Financial Guarantees

On December 29, 2011, the Company (the “Issuer”) issued $250 million principal amount of the Senior Notes.  The Senior Notes are irrevocably and unconditionally guaranteed, jointly and severally, by each of the Issuer’s existing and future restricted subsidiaries that are guarantors under the Issuer’s credit facilities and certain other indebtedness.

At March 31, 2012, the Senior Notes were guaranteed by each of the Company’s direct wholly owned subsidiaries, 99 Cents Only Stores Texas, Inc. and 99 Cents Only Stores (Nevada) (together, the “Subsidiary Guarantors”).  In September 2012, 99 Cents Only Stores (Nevada) was dissolved.  As of December 29, 2012, the Senior Notes are guaranteed by 99 Cents Only Stores Texas, Inc. (the “Subsidiary Guarantor”).

The tables in the following pages present the condensed consolidating financial information for the Issuer and the Subsidiary Guarantors together with consolidating entries, as of and for the periods indicated.  The condensed consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuer, and the Subsidiary Guarantors operated as independent entities.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 29, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantor			Consolidating Adjustments			Consolidated
ASSETS
Current Assets:
Cash	$	37,024		$	115		$	(1,462	)	$	35,677
Short-term investments	476			—			—			476
Accounts receivable, net	1,181			125			—			1,306
Income taxes receivable	17,680			—			—			17,680
Deferred income taxes	24,091			—			—			24,091
Inventories, net	209,946			29,297			—			239,243
Assets held for sale	2,621			—			—			2,621
Other	11,965			1,037			—			13,002
Total current assets	304,984			30,574			(1,462		)	334,096
Property and equipment, net	412,165			63,827			—			475,992
Deferred financing costs, net	21,730			—			—			21,730
Equity investments and advances to subsidiaries	109,669			22,510			(132,179		)	—
Intangible assets, net	470,044			2,834			—			472,878
Goodwill	471,750			—			—			471,750
Deposits and other assets	11,089			3,291			—			14,380
Total assets	$	1,801,431		$	123,036		$	(133,641	)	$	1,790,826
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	53,515		$	5,699		$	(1,462	)	$	57,752
Intercompany payable	22,510			14,152			(36,662		)	—
Payroll and payroll-related	17,489			1,779			—			19,268
Sales tax	7,252			677			—			7,929
Other accrued expenses	18,855			3,844			—			22,699
Workers’ compensation	37,458			75			—			37,533
Current portion of long-term debt	5,237			—			—			5,237
Current portion of capital lease obligation	81			—			—			81
Total current liabilities	162,397			26,226			(38,124		)	150,499
Long-term debt	754,020			—			—			754,020
Unfavorable lease commitments, net	15,142			723			—			15,865
Deferred rent	3,683			570			—			4,253
Deferred compensation liability	5,212			—			—			5,212
Capital lease obligation, net of current portion	292			—			—			292
Long-term deferred income taxes	216,828			—			—			216,828
Other liabilities	3,780			—			—			3,780
Total liabilities	1,161,354			27,519			(38,124		)	1,150,749
Shareholders’ Equity:
Preferred stock	—			—			—			—
Common stock	—			—			—			—
Additional paid-in capital	638,465			99,942			(99,942		)	638,465
Retained earnings (deficit)	2,718			(4,425		)	4,425			2,718
Other comprehensive loss	(1,106		)	—			—			(1,106		)
Total shareholders’ equity	640,077			95,517			(95,517		)	640,077
Total liabilities and shareholders’ equity	$	1,801,431		$	123,036		$	(133,641	)	$	1,790,826

CONDENSED CONSOLIDATING BALANCE SHEETS

As of March 31, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
ASSETS
Current Assets:
Cash	$	23,793		$	3,973		$	—		$	27,766
Short-term investments	3,631			—			—			3,631
Accounts receivable, net	2,592			407			—			2,999
Income taxes receivable	6,634			234			—			6,868
Deferred income taxes	25,843			—			—			25,843
Inventories, net	187,234			27,084			—			214,318
Assets held for sale	6,849			—			—			6,849
Other	10,515			782			—			11,297
Total current assets	267,091			32,480			—			299,571
Property and equipment, net	408,456			68,069			—			476,525
Deferred financing costs, net	30,400			—			—			30,400
Equity investments and advances to subsidiaries	472,360			373,224			(845,584		)	—
Intangible assets, net	477,492			(58		)	—			477,434
Goodwill	471,513			—			—			471,513
Deposits and other assets	9,689			2,909			—			12,598
Total assets	$	2,137,001		$	476,624		$	(845,584	)	$	1,768,041
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	38,271		$	3,136		$	—		$	41,407
Intercompany payable	377,766			453,952			(831,718		)	—
Payroll and payroll-related	13,986			1,594			—			15,580
Sales tax	5,630			498			—			6,128
Other accrued expenses	27,207			3,362			—			30,569
Workers’ compensation	38,949			75			—			39,024
Current portion of long-term debt	5,250			—			—			5,250
Current portion of capital lease obligation	77			—			—			77
Total current liabilities	507,136			462,617			(831,718		)	138,035
Long-term debt	758,351			—			—			758,351
Unfavorable lease commitments, net	19,035			(76		)	—			18,959
Deferred rent	581			217			—			798
Deferred compensation liability	5,136			—			—			5,136
Capital lease obligation, net of current portion	354			—			—			354
Long-term deferred income taxes	214,874			—			—			214,874
Other liabilities	767			—			—			767
Total liabilities	1,506,234			462,758			(831,718		)	1,137,274
Shareholders’ Equity:
Preferred stock	—			—			—			—
Common stock	—			1			(1		)	—
Additional paid-in capital	636,037			15,000			(15,000		)	636,037
Accumulated deficit	(5,293		)	(1,135		)	1,135			(5,293		)
Other comprehensive income	23			—			—			23
Total shareholders’ equity	630,767			13,866			(13,866		)	630,767
Total liabilities and shareholders’ equity	$	2,137,001		$	476,624		$	(845,584	)	$	1,768,041

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Third Quarter Ended December 29, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	400,790		$	38,700		$	—		$	439,490
Cost of sales (excluding depreciation and amortization expense shown separately below)	239,453			24,778			—			264,231
Gross profit	161,337			13,922			—			175,259
Selling, general and administrative expenses:
Operating expenses	113,952			12,060			—			126,012
Depreciation and amortization	12,310			2,422			—			14,732
Total selling, general and administrative expenses	126,262			14,482			—			140,744
Operating income (loss)	35,075			(560		)	—			34,515
Other (income) expense:
Interest income	(29		)	—			—			(29		)
Interest expense	14,747			—			—			14,747
Equity in (earnings) loss of subsidiaries	560			—			(560		)	—
Other	252			—			—			252
Total other expense, net	15,530			—			(560		)	14,970
Income (loss) before provision for income taxes	19,545			(560		)	560			19,545
Provision for income taxes	6,853			—			—			6,853
Net income (loss)	$	12,692		$	(560	)	$	560		$	12,692
Comprehensive income	$	12,581		$	—		$	—		$	12,581

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the First Three Quarters Ended December 29, 2012

(Successor)

 (In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	1,125,417		$	108,386		$	—		$	1,233,803
Cost of sales (excluding depreciation and amortization expense shown separately below)	682,032			68,800			—			750,832
Gross profit	443,385			39,586			—			482,971
Selling, general and administrative expenses:
Operating expenses	329,676			35,469			—			365,145
Depreciation and amortization	35,847			7,451			—			43,298
Total selling, general and administrative expenses	365,523			42,920			—			408,443
Operating income (loss)	77,862			(3,334		)	—			74,528
Other (income) expense:
Interest income	(244		)	(44		)	—			(288		)
Interest expense	45,861			—			—			45,861
Equity in (earnings) loss of subsidiaries	3,290			—			(3,290		)	—
Loss on extinguishment of debt	16,346			—			—			16,346
Other	319			—			—			319
Total other expense (income), net	65,572			(44		)	(3,290		)	62,238
Income (loss) before provision for income taxes	12,290			(3,290		)	3,290			12,290
Provision for income taxes	4,279			—			—			4,279
Net income (loss)	$	8,011		$	(3,290	)	$	3,290		$	8,011
Comprehensive income	$	6,882		$	—		$	—		$	6,882

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Third Quarter Ended December 31, 2011

(Predecessor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors		Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	367,878		$	36,042	$	—		$	403,920
Cost of sales (excluding depreciation and amortization expense shown separately below)	216,538			22,167		—			238,705
Gross profit	151,340			13,875		—			165,215
Selling, general and administrative expenses:
Operating expenses	109,071			11,534		—			120,605
Depreciation and amortization	6,263			805		—			7,068
Total selling, general and administrative expenses	115,334			12,339		—			127,673
Operating income	36,006			1,536		—			37,542
Other (income) expense:
Interest income	(79		)	—		—			(79		)
Interest expense	34			6		—			40
Equity in (earnings) loss of subsidiaries	(1,530		)	—		1,530			—
Other-than-temporary investment impairment due to credit losses	314			—		—			314
Other	(11		)	—		—			(11		)
Total other (income) expense, net	(1,272		)	6		1,530			264
Income before provision for income taxes	37,278			1,530		(1,530		)	37,278
Provision for income taxes	15,103			—		—			15,103
Net income	$	22,175		$	1,530	$	(1,530	)	$	22,175
Comprehensive income	$	22,524		$	—	$	—		$	22,524

99¢ Only Stores

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the First Three Quarters Ended December 31, 2011

(Predecessor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors		Consolidating Adjustments			Consolidated
Net Sales:
Total sales	$	1,035,259		$	100,039	$	—		$	1,135,298
Cost of sales (excluding depreciation and amortization expense shown separately below)	613,789			61,700		—			675,489
Gross profit	421,470			38,339		—			459,809
Selling, general and administrative expenses:
Operating expenses	314,904			33,634		—			348,538
Depreciation and amortization	18,413			2,358		—			20,771
Total selling, general and administrative expenses	333,317			35,992		—			369,309
Operating income	88,153			2,347		—			90,500
Other (income) expense:
Interest income	(281		)	—		—			(281		)
Interest expense	363			12		—			375
Equity in (earnings) loss of subsidiaries	(2,335		)	—		2,335			—
Other-than-temporary investment impairment due to credit losses	345			—		—			345
Other	(73		)	—		—			(73		)
Total other (income) expense, net	(1,981		)	12		2,335			366
Income before provision for income taxes	90,134			2,335		(2,335		)	90,134
Provision for income taxes	35,162			—		—			35,162
Net income	$	54,972		$	2,335	$	(2,335	)	$	54,972
Comprehensive income	$	55,165		$	—	$	—		$	55,165

99¢ Only Stores

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
For the First Three Quarters Ended December 29, 2012

(Successor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	59,617		$	(5,491	)	$	(1,462	)	$	52,664
Cash flows from investing activities:
Purchases of property and equipment	(41,848		)	(2,580		)	—			(44,428		)
Proceeds from sales of fixed assets	12,044			—			—			12,044
Purchases of investments	(1,525		)	—			—			(1,525		)
Proceeds from sale of investments	4,372			—			—			4,372
Investment in subsidiaries	(4,213		)	—			4,213			—
Net cash used in investing activities	(31,170		)	(2,580		)	4,213			(29,537		)
Cash flows from financing activities:
Payment of debt	(3,928		)	—			—			(3,928		)
Payment of debt issuance costs	(11,230		)	—			—			(11,230		)
Payments of capital lease obligation	(58		)	—			—			(58		)
Capital contributions	—			4,213			(4,213		)	—
Net cash (used in) provided by financing activities	(15,216		)	4,213			(4,213		)	(15,216		)
Net increase (decrease) in cash	13,231			(3,858		)	(1,462		)	7,911
Cash — beginning of period	23,793			3,973			—			27,766
Cash — end of period	$	37,024		$	115		$	(1,462	)	$	35,677

99¢ Only Stores

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
For the First Three Quarters Ended December 31, 2011

(Predecessor)

(In thousands)

(Unaudited)

	Issuer			Subsidiary Guarantors			Consolidating Adjustments		Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	36,804		$	7,254		$	—	$	44,058
Cash flows from investing activities:
Purchases of property and equipment	(31,374		)	(1,874		)	—		(33,248		)
Proceeds from sale of fixed assets	4			91			—		95
Purchases of investments	(50,927		)	—			—		(50,927		)
Proceeds from sale of investments	49,969			—			—		49,969
Net cash used in investing activities	(32,328		)	(1,783		)	—		(34,111		)
Cash flows from financing activities:
Payments of capital lease obligation	(54		)	—			—		(54		)
Repurchases of common stock related to issuance of Performance Stock Units	(1,744		)	—			—		(1,744		)
Proceeds from exercise of stock options	3,338			—			—		3,338
Excess tax benefit from share-based payment arrangements	1,383			—			—		1,383
Net cash provided by financing activities	2,923			—			—		2,923
Net increase in cash	7,399			5,471			—		12,870
Cash — beginning of period	15,505			1,218			—		16,723
Cash — end of period	$	22,904		$	6,689		$	—	$	29,593

XML

Texas Market

9 Months Ended

Dec. 29, 2012

Texas Market

Texas Market

14. Texas Market

As a result of the Company’s decision in September 2008 to close its Texas operations, which was later suspended and, in August 2009, reversed, the Company closed 16 of its Texas stores starting from the fourth quarter of fiscal 2009 through the second quarter of fiscal 2010.  As described in prior Company filings with the SEC, the Company had recorded impairment charges as well as lease termination costs related to closing some of these stores.  As of March 31, 2012, the Company had an estimated lease termination costs accrual of approximately $1.1 million.  During the first three quarters of fiscal 2013, the Company increased the estimated lease termination costs accrual by approximately $0.1 million and paid approximately $0.5 million related to these costs.  As of December 29, 2012, the remaining balance of the Company’s estimated lease termination costs accrual was $0.7 million.  As of December 29, 2012, the Company operates 39 stores in Texas.

The following table summarizes the Texas store closures remaining obligations as of December 29, 2012 (in thousands):

	Lease TerminationCost
Remaining obligations as of March 31, 2012	$	1,079
Accretion expenses	130
Cash payments	(517		)
Remaining obligations as of December 29, 2012	$	692

XML

Stock-Based Compensation

9 Months Ended

Dec. 29, 2012

Stock-Based Compensation

Stock-Based Compensation

10. Stock-Based Compensation

Successor stock-based compensation

Number Holdings, Inc. 2012 Equity Incentive Plan

On February 27, 2012, the board of directors of Parent adopted the Number Holdings, Inc. 2012 Stock Incentive Plan (the “2012 Plan”), which authorizes equity awards to be granted for up to 74,603 shares of Class A common stock, par value $0.001 per share, of Parent (the “Class A Common Stock”) and 74,603 shares of Class B common stock, par value $0.001 per share, of Parent (the “Class B Common Stock”), of which, as of December 29, 2012, options for 55,185 shares of each Class were issued to certain members of management with an aggregate exercise price of $1,000 for one share of Class A Common Stock and for one share of Class B Common Stock, together.  Options become exercisable over the five year service period and have terms of ten years from date of the grant.  Options upon vesting may be exercised only for units consisting of an equal number of Class A Common Stock and Class B Common Stock.  Class B Common Stock has de minimis economic rights and the right to vote solely for election of directors.

Accounting for stock-based compensation

The fair value of the option awards is recognized as compensation expense on a straight line basis over the requisite service period of the award, and is included in operating expense.  Determining the fair value of options at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility.  At the grant date, the Company estimates an amount of forfeitures that will occur prior to vesting.  During the third quarter and the first three quarters of fiscal 2013, the Company incurred stock-based compensation expense of $0.8 million and $2.4 million, respectively.

The fair value of stock options was estimated at the date of grant using the Black-Scholes pricing model with the following assumptions:

	For the First Three Quarters Ended December 29, 2012
Weighted-average fair value of options granted	$	369.59
Risk free interest rate	0.71		%
Expected life (in years)	6.32
Expected stock price volatility	37.9		%
Expected dividend yield	None

The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant with an equivalent remaining term.  Expected life represents the estimated period of time until exercise and is calculated by using “simplified method.”  Expected stock price volatility is based on average volatility of stock prices of companies in a peer group analysis.  The Company currently does not anticipate the payment of any cash dividends.  Compensation expense is recognized only for those options expected to vest, with forfeitures estimated based on the Company’s historical experience and future expectations.

As of December 29, 2012, there was $14.8 million of total unrecognized compensation cost related to non-vested options that is expected to be recognized over the remaining weighted-average vesting period of 4.1 years.  No options were vested or exercised during the Successor period.

The following summarizes stock option activity in the first three quarters of fiscal 2013:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Options outstanding at the beginning of the period	50,905		$	1,000
Granted	5,695		$	1,000
Exercised	—		$	—
Cancelled	(1,415	)	$	1,000
Outstanding at the end of the period	55,185		$	1,000	8.70

The following table summarizes the stock awards available for grant under the 2012 Plan:

	Number of Shares
Available for grant as of March 31, 2012	23,698
Authorized	—
Granted	(5,695	)
Cancelled	1,415
Available for grant at December 29, 2012	19,418

Predecessor Stock-Based Compensation

Prior to the Merger, the Company maintained the 99¢ Only Stores 2010 Equity Incentive Plan and the 1996 Equity Incentive Plan, as amended, which provided for the grant of options, performance stock units (“PSUs”) and other stock-based awards.  All outstanding stock-based awards outstanding prior to the Merger became fully vested in connection with the Merger.  For the third quarter and the first three quarters of fiscal 2012, the Company incurred non-cash stock-based compensation expense related to Predecessor stock options, PSUs and restricted stock units of $0.5 million and $1.8 million, respectively.

XML

Financial Guarantees (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Dec. 29, 2012	Dec. 29, 2012	Dec. 31, 2011 Predecessor	Dec. 31, 2011 Predecessor	Dec. 29, 2012 Issuer	Dec. 29, 2012 Issuer	Dec. 31, 2011 Issuer Predecessor	Dec. 31, 2011 Issuer Predecessor	Dec. 29, 2012 Subsidiary Guarantors	Dec. 29, 2012 Subsidiary Guarantors	Dec. 31, 2011 Subsidiary Guarantors Predecessor	Dec. 31, 2011 Subsidiary Guarantors Predecessor	Dec. 29, 2012 Consolidating Adjustments	Dec. 29, 2012 Consolidating Adjustments	Dec. 31, 2011 Consolidating Adjustments Predecessor	Dec. 31, 2011 Consolidating Adjustments Predecessor
Net Sales:
Total sales	$ 439,490	$ 1,233,803	$ 403,920	$ 1,135,298	$ 400,790	$ 1,125,417	$ 367,878	$ 1,035,259	$ 38,700	$ 108,386	$ 36,042	$ 100,039
Cost of sales (excluding depreciation and amortization expense shown separately below)	264,231	750,832	238,705	675,489	239,453	682,032	216,538	613,789	24,778	68,800	22,167	61,700
Gross profit	175,259	482,971	165,215	459,809	161,337	443,385	151,340	421,470	13,922	39,586	13,875	38,339
Selling, general and administrative expenses:
Operating expenses	126,012	365,145	120,605	348,538	113,952	329,676	109,071	314,904	12,060	35,469	11,534	33,634
Depreciation and amortization	14,732	43,298	7,068	20,771	12,310	35,847	6,263	18,413	2,422	7,451	805	2,358
Total selling, general and administrative expenses	140,744	408,443	127,673	369,309	126,262	365,523	115,334	333,317	14,482	42,920	12,339	35,992
Operating income	34,515	74,528	37,542	90,500	35,075	77,862	36,006	88,153	(560)	(3,334)	1,536	2,347
Other (income) expense:
Interest income	(29)	(288)	(79)	(281)	(29)	(244)	(79)	(281)		(44)
Interest expense	14,747	45,861	40	375	14,747	45,861	34	363			6	12
Equity in (earnings) loss of subsidiaries					560	3,290	(1,530)	(2,335)					(560)	(3,290)	1,530	2,335
Loss on extinguishment of debt		16,346				16,346
Other-than-temporary investment impairment due to credit losses			314	345			314	345
Other	252	319	(11)	(73)	252	319	(11)	(73)
Total other expense, net	14,970	62,238	264	366	15,530	65,572	(1,272)	(1,981)		(44)	6	12	(560)	(3,290)	1,530	2,335
Income before provision for income taxes	19,545	12,290	37,278	90,134	19,545	12,290	37,278	90,134	(560)	(3,290)	1,530	2,335	560	3,290	(1,530)	(2,335)
Provision for income taxes	6,853	4,279	15,103	35,162	6,853	4,279	15,103	35,162
Net income	12,692	8,011	22,175	54,972	12,692	8,011	22,175	54,972	(560)	(3,290)	1,530	2,335	560	3,290	(1,530)	(2,335)
Comprehensive income	$ 12,581	$ 6,882	$ 22,524	$ 55,165	$ 12,581	$ 6,882	$ 22,524	$ 55,165

XML

Derivative Financial Instruments

9 Months Ended

Dec. 29, 2012

Derivative Financial Instruments

Derivative Financial Instruments

8. Derivative Financial Instruments

The Company entered into derivative instruments for risk management purposes and uses these derivatives to manage exposure to fluctuation in interest rates.

Interest Rate Cap

In May 2012, the Company entered into an interest rate cap agreement for an aggregate notional amount of $261.8 million in order to hedge the variability of cash flows related to a portion of the Company’s floating rate indebtedness.  The cap agreement, effective in May 2012, hedges a portion of contractual floating rate interest commitments through the expiration of the agreement in November 2013.  Pursuant to the agreement, the Company has capped LIBOR at 3.00% plus an applicable margin of 4.00% with respect to the aggregate notional amount of $261.8 million.  In the event LIBOR exceeds 3.00% the Company will pay interest at the capped rate.  In the event LIBOR is less than 3.00%, the Company will pay interest at the prevailing LIBOR rate.  In the first three quarters of fiscal 2013, the Company paid interest at the prevailing LIBOR rate.

The interest rate cap agreement has not been designated as a hedge for financial reporting purposes.  Gains and losses on derivative instruments not designated as hedges are recorded directly in earnings.

Interest Rate Swap

In May 2012, the Company entered into a floating-to-fixed interest rate swap agreement for an initial aggregate notional amount of $261.8 million to limit exposure to interest rate increases related to a portion of the Company’s floating rate indebtedness once the Company’s interest rate cap agreement expires.  The swap agreement, effective November 2013, will hedge a portion of contractual floating rate interest commitments through the expiration of the agreements in May 2016.  As a result of the agreement, the Company’s effective fixed interest rate on the notional amount of floating rate indebtedness will be 1.36% plus an applicable margin of 4.00%.

The Company designated the interest rate swap agreement as a cash flow hedge.  The interest swap agreement is highly correlated to the changes in interest rates to which the Company is exposed.  Unrealized gains and losses on the interest rate swap are designated as effective or ineffective.  The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of interest expense. Future realized gains and losses in connection with each required interest payment will be reclassified from accumulated other comprehensive income or loss to interest expense.

Fair Value

The fair values of the interest rate cap and swap agreements are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves (level 2). A summary of the recorded amounts included in the consolidated balance sheet is as follows (in thousands):

	December 29,2012		March 31,2012
Derivatives designated as cash flow hedging instruments
Interest rate swap (included in other liabilities)	$	2,522	$	—
Accumulated other comprehensive loss, net of tax (included in shareholders’ equity)	$	1,109	$	—
Derivatives not designated as hedging instruments
Interest rate cap (included in other current assets)	$	4	$	—

A summary of recorded amounts included in the consolidated statements of comprehensive income is as follows (in thousands):

	For the Third Quarter Ended				For the First Three Quarters Ended
	December 29,  2012		December 31,  2011		December 29, 2012		December 31, 2011
	(Successor)		(Predecessor)		(Successor)		(Predecessor)
Derivatives designated as cash flow hedging instruments:
Loss related to effective portion of derivative recognized in OCI	$	92	$	—	$	1,109	$	—
Loss related to ineffective portion of derivative recognized in interest expense	$	31	$	—	$	673	$	—
Derivatives not designated as hedging instruments:
Loss recognized in other expense	$	23	$	—	$	46	$	—

XML

Fair Value of Financial Instruments

9 Months Ended

Dec. 29, 2012

Fair Value of Financial Instruments

Fair Value of Financial Instruments

9. Fair Value of Financial Instruments

The Company complies with ASC 820-10-35, “Fair Value Measurement and Disclosures,” which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under ASC 820-10-35 are described below:

Level 1: Defined as observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2: Defined as observable inputs other than Level 1 prices.  These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company utilizes the best available information in measuring fair value.  The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of December 29, 2012 (in thousands):

	December 29, 2012
	Total		Level 1		Level 2		Level 3
ASSETS
Auction rate securities	$	476	$	—	$	—	$	476
Total available-for-sale securities	$	476	$	—	$	—	$	476
Other current assets — interest rate cap	$	4	$	—	$	4	$	—
Other assets — assets that fund deferred compensation	$	5,212	$	5,212	$	—	$	—
LIABILITES
Other long-term liabilities — interest rate swap	$	2,522	$	—	$	2,522	$	—
Other long-term liabilities — deferred compensation	$	5,212	$	5,212	$	—	$	—

Level 1 measurements include $5.2 million of deferred compensation assets that fund the liabilities related to the Company’s deferred compensation, including investments in trust funds.  The fair values of these funds are based on quoted market prices in an active market.

Level 2 measurements include interest rate cap and swap agreements that are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves.

Level 3 investments include auction rate securities of $0.5 million.  The valuation of the auction rate securities is based on Level 3 unobservable inputs.

The Company did not have any transfers of investments in and out of Levels 1 and 2 during the third quarter and the first three quarters of fiscal 2013.

The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of March 31, 2012 (in thousands):

	March 31, 2012
	Total		Level 1		Level 2		Level 3
ASSETS
Money market funds	$	1,627	$	1,627	$	—	$	—
Auction rate securities	2,004		—		—		2,004
Total available-for-sale securities	$	3,631	$	1,627	$	—	$	2,004
Other assets — assets that fund deferred compensation	$	5,136	$	5,136	$	—	$	—
LIABILITES
Other long-term liabilities — deferred compensation	$	5,136	$	5,136	$	—	$	—

Level 1 investments include money market funds of $1.6 million.  The fair value of money market funds is based on quoted market prices in an active market and there are no restrictions on the redemption of money market funds.  Level 1 also includes $5.1 million of deferred compensation assets that fund the liabilities related to the Company’s deferred compensation, including investments in trust funds.  The fair values of these funds are based on quoted market prices in an active market.

There were no Level 2 investments as of March 31, 2012.

Level 3 investments include auction rate securities of $2.0 million.  The valuation of the auction rate securities is based on Level 3 unobservable inputs which consist of recommended fair values provided by Houlihan Capital Advisors, LLC, an independent securities valuation firm.

The following table summarizes the activity for the period of changes in fair value of the Company’s Level 3 investments (in thousands):

	Fair Value Measurements Using Significant Unobservable Inputs  (Level 3)
	For the Third Quarter Ended						For the First Three Quarters Ended
Auction Rate Securities	December 29, 2012			December 31, 2011			December 29, 2012			December 31, 2011
	(Successor)			(Predecessor)			(Successor)			(Predecessor)
Description
Beginning balance	$	1,603		$	7,685		$	2,004		$	8,409
Transfers into Level 3	—			—			—			—
Total realized/unrealized gains (loss):
Included in earnings	(229		)	(303		)	(273		)	(300		)
Included in other comprehensive (income) loss	(32		)	477			(33		)	501
Purchases, redemptions and settlements:
Purchases	—			—			—			—
Redemptions	(866		)	(173		)	(1,222		)	(924		)
Ending balance	$	476		$	7,686		$	476		$	7,686
Total amount of unrealized gains for the period included in other comprehensive loss attributable to the change in fair market value relating to assets still held at the reporting date	$	—		$	477		$	7		$	501

In connection with the Merger, the Company entered into the Credit Facilities, including the ABL Facility of $175 million and the First Lien Term Loan Facility of $525 million, and also issued $250 million of the Senior Notes with a coupon rate of 11% in a private placement.  The outstanding debt under the Credit Facilities and the Senior Notes is recorded in the financial statements at historical cost, net of applicable unamortized discounts.

The Credit Facilities are tied directly to market rates and fluctuate as market rates change; as a result, the carrying value of the Credit Facilities approximates fair value as of December 29, 2012.

The fair value of the Senior Notes was estimated at $287.5 million, or $37.5 million greater than the carrying value, as of December 29, 2012, based on quoted market prices of the debt (Level 1 inputs). The fair value of the Senior Notes was estimated at $259.3 million, or $9.3 million greater than the carrying value, as of March 31, 2012, using a discounted cash flow analysis (Level 3 inputs).

See Note 7 for more information on the Company’s debt.

XML

Related-Party Transactions

9 Months Ended

Dec. 29, 2012

Related-Party Transactions

Related-Party Transactions

11. Related-Party Transactions

On January 13, 2012, the Company entered into new lease agreements (the “Leases”) with the Rollover Investors for 13 stores and one store parking lot, which replaced the existing month-to-month leases. The Leases had approximate initial terms of either five or ten years and the base rents could be adjusted to market value in an aggregate amount not to exceed $1.0 million per annum.  In December 2012, as previously contemplated, the Company reached a final agreement with the Rollover Investors on the market value of the Leases for each of the 13 stores that will result in aggregate base rent increasing by approximately $0.7 million aggregate per annum.  Rental expense for these Leases was $0.6 million and $0.5 million during the third quarters of fiscal 2013 and 2012, respectively.  Rental expense for these Leases was $2.2 million and $1.6 million during the first three quarters of fiscal 2013 and 2012, respectively.

XML

Stock-Based Compensation (Tables)

9 Months Ended

Dec. 29, 2012

Stock-Based Compensation

Schedule of assumptions made for estimating the fair value of stock options at the date of grant using the Black-Scholes pricing model

	For the First Three Quarters Ended December 29, 2012
Weighted-average fair value of options granted	$	369.59
Risk free interest rate	0.71		%
Expected life (in years)	6.32
Expected stock price volatility	37.9		%
Expected dividend yield	None

Summary of stock option activity

The following summarizes stock option activity in the first three quarters of fiscal 2013:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Options outstanding at the beginning of the period	50,905		$	1,000
Granted	5,695		$	1,000
Exercised	—		$	—
Cancelled	(1,415	)	$	1,000
Outstanding at the end of the period	55,185		$	1,000	8.70

Summary of stock awards available for grant

	Number of Shares
Available for grant as of March 31, 2012	23,698
Authorized	—
Granted	(5,695	)
Cancelled	1,415
Available for grant at December 29, 2012	19,418

XML

Fair Value of Financial Instruments (Details 3) (USD $)				1 Months Ended		0 Months Ended
	Dec. 29, 2012 ABL Facility	Mar. 31, 2012 ABL Facility	Jan. 13, 2012 ABL Facility	Jan. 31, 2012 First Lien Term Loan Facility	Dec. 29, 2012 First Lien Term Loan Facility	Dec. 29, 2011 Senior Notes	Dec. 29, 2012 Senior Notes	Dec. 29, 2012 Senior Notes Level 1	Mar. 31, 2012 Senior Notes Level 3
Fair value of financial instruments
Maximum borrowing capacity	$ 175,000,000	$ 175,000,000	$ 175,000,000		$ 525,000,000
Additional amount borrowed				525,000,000		250,000,000
Coupon rate (as a percent)							11.00%
Estimated fair value of debt instrument								287,500,000	259,300,000
Estimated fair value greater than the carrying value								$ 37,500,000	$ 9,300,000

XML

Other Accrued Expenses

9 Months Ended

Dec. 29, 2012

Other Accrued Expenses

Other Accrued Expenses

16. Other Accrued Expenses

Other accrued expenses as of December 29, 2012 and March 31, 2012 are as follows (in thousands):

	December 29, 2012		March 31,  2012
Accrued legal reserves and fees	$	3,037	$	4,866
Accrued property taxes	2,886		2,974
Accrued utilities	2,802		2,709
Accrued interest	2,643		7,898
Accrued rent and related expenses	2,369		2,830
Accrued outside services	1,607		945
Accrued professional fees	552		1,220
Accrued advertising	467		577
Other	6,336		6,550
Total other accrued expenses	$	22,699	$	30,569

XML

The Merger (Tables)

9 Months Ended

Dec. 29, 2012

The Merger

Summary of sources and uses of funds in connection with the Merger

The sources and uses of funds in connection with the Merger are summarized in the following table (in thousands):

Sources:
Proceeds from First Lien Term Loan Facility	$	525,000
Proceeds from Senior Notes	250,000
Proceeds from ABL Facility	10,000
Proceeds from equity contributions	535,900
Rollover equity from the Rollover Investors	100,000
Cash on hand	212,575
Total sources	$	1,633,475
Uses:
Equity purchase price	$	1,577,563
OID and other debt issuance costs	41,911
Cash to balance sheet	14,001
Total uses	$	1,633,475

Schedule of allocation of purchase price

The allocation of purchase price was as follows (in thousands):

Purchase price	$	1,577,563
Less: net assets acquired	741,017
Excess of purchase price over book value of net assets acquired	$	836,546
Write up (down) of tangible assets:
Property and equipment	$	87,863
Land and buildings	63,549
Assets held for sale	(933		)
Deferred rent	(425		)
Leasing commission	(5,224		)
Acquisition-related intangible assets:
Trade name (indefinite life)	$	410,000
Trademarks (20 year life)	1,822
Bargain Wholesale customer relationships	20,000
Fair market value of favorable leases	46,723
Acquisition-related intangibles	478,545
Write down/(up) of liabilities:
Deferred rent and lease incentive revaluation	10,742
Fair market value of unfavorable leases	(19,836		)
Deferred income taxes:
Deferred income taxes	$	(249,485	)
Residual goodwill (1)	$	471,750
Total allocated excess purchase price	$	836,546

(1) The Company does not expect any of the residual goodwill to be tax deductible.  Goodwill is considered to have an indefinite life and is not amortized, but rather reviewed annually for impairment or more frequently if indicators of impairment exist.

XML

Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 29, 2012	Mar. 31, 2012
ASSETS
Total available-for-sale securities	$ 476	$ 3,631
Fair value measurements on a recurring basis | Total
ASSETS
Total available-for-sale securities	476	3,631
Other assets - assets that fund deferred compensation	5,212	5,136
LIABILITES
Other long-term liabilities - deferred compensation	5,212	5,136
Fair value measurements on a recurring basis | Total | Interest Rate Cap
ASSETS
Other current assets - interest rate cap	4
Fair value measurements on a recurring basis | Total | Interest Rate Swap
LIABILITES
Other long-term liabilities - interest rate swap	2,522
Fair value measurements on a recurring basis | Total | Money market funds
ASSETS
Total available-for-sale securities		1,627
Fair value measurements on a recurring basis | Total | Auction rate securities
ASSETS
Total available-for-sale securities	476	2,004
Fair value measurements on a recurring basis | Level 1
ASSETS
Total available-for-sale securities		1,627
Other assets - assets that fund deferred compensation	5,212	5,136
LIABILITES
Other long-term liabilities - deferred compensation	5,212	5,136
Fair value measurements on a recurring basis | Level 1 | Money market funds
ASSETS
Total available-for-sale securities		1,627
Fair value measurements on a recurring basis | Level 2 | Interest Rate Cap
ASSETS
Other current assets - interest rate cap	4
Fair value measurements on a recurring basis | Level 2 | Interest Rate Swap
LIABILITES
Other long-term liabilities - interest rate swap	2,522
Fair value measurements on a recurring basis | Level 3
ASSETS
Total available-for-sale securities	476	2,004
Fair value measurements on a recurring basis | Level 3 | Auction rate securities
ASSETS
Total available-for-sale securities	$ 476	$ 2,004

XML

The Merger (Details) (USD $)				0 Months Ended	1 Months Ended		0 Months Ended		3 Months Ended	9 Months Ended		0 Months Ended		0 Months Ended	1 Months Ended	0 Months Ended		1 Months Ended
	Dec. 29, 2012 ABL Facility	Mar. 31, 2012 ABL Facility	Jan. 13, 2012 ABL Facility	Apr. 04, 2012 First Lien Term Loan Facility	Jan. 31, 2012 First Lien Term Loan Facility	Dec. 29, 2012 First Lien Term Loan Facility	Dec. 29, 2011 Senior Notes	Dec. 29, 2012 Senior Notes	Mar. 31, 2012 Merger Sub	Jan. 14, 2012 Merger Sub	Jan. 13, 2012 Merger Sub	Jan. 13, 2012 Merger Sub Sponsors and the Rollover Investors	Jan. 13, 2012 Merger Sub The Rollover Investors	Jan. 13, 2012 Merger Sub ABL Facility	Feb. 29, 2012 Merger Sub ABL Facility	Jan. 13, 2012 Merger Sub First Lien Term Loan Facility	Jan. 13, 2012 Merger Sub Senior Notes	Jan. 31, 2012 Merger Sub Trademarks (20 year life) Y	Jan. 13, 2012 Merger Sub Trademarks (20 year life)	Jan. 13, 2012 Merger Sub Bargain Wholesale customer relationships	Jan. 13, 2012 Merger Sub Fair market value of favorable leases	Jan. 13, 2012 Merger Sub Trade name (indefinite life)
The Merger
Maximum borrowing capacity	$ 175,000,000	$ 175,000,000	$ 175,000,000			$ 525,000,000								$ 175,000,000
Amount withdrawn for the Merger														10,000,000
Amount repaid															10,000,000
Term of debt				7 years										5 years		7 years
Additional amount borrowed					525,000,000		250,000,000									525,000,000	250,000,000
Interest rate (as a percent)								11.00%									11.00%
Equity contributions												635,900,000
Purchase price											1,633,475,000
Sources:
Proceeds from debt														10,000,000		525,000,000	250,000,000
Proceeds from equity contributions												535,900,000	100,000,000
Cash on hand											212,575,000
Total sources											1,633,475,000
Uses:
Equity purchase price											1,577,563,000
OID and other debt issuance costs											41,911,000
Cash to balance sheet											14,001,000
Total uses											1,633,475,000
Allocation of purchase price additional disclosures
Purchase price											1,577,563,000
Less: net assets acquired											741,017,000
Excess of purchase price over book value of net assets acquired											836,546,000
Write up (down) of tangible assets:
Property and equipment											87,863,000
Land and buildings											63,549,000
Assets held for sale											(933,000)
Deferred rent											(425,000)
Leasing commission											(5,224,000)
Acquisition-related intangible assets:
Acquisition-related intangibles - indefinite life																						410,000,000
Acquisition-related intangibles - finite life																			1,822,000	20,000,000	46,723,000
Acquisition-related intangibles											478,545,000
Useful life																		20
Write down/(up) of liabilities:
Deferred rent and lease incentive revaluation											10,742,000
Fair market value of unfavorable leases											(19,836,000)
Deferred income taxes:
Deferred income taxes											(249,485,000)
Residual goodwill (1)											471,750,000
Excess of purchase price over book value of net assets acquired											836,546,000
Legal, financial advisory, accounting, and other merger related costs recognized									$ 10,600,000	$ 15,200,000

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Dec. 29, 2012	Dec. 31, 2011 Predecessor
Cash flows from operating activities:
Net income	$ 8,011	$ 54,972
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	41,973	20,758
Amortization of deferred financing costs and accretion of OID	3,138
Amortization of intangible assets	1,325	13
Amortization of favorable/unfavorable leases, net	137
Loss on extinguishment of debt	16,346
Loss on disposal of fixed assets	681	8
Loss on interest rate hedge	719
Investments impairment		345
Excess tax benefit from share-based payment arrangements		(1,383)
Deferred income taxes	781	(7,838)
Stock-based compensation expense	2,428	1,777
Changes in assets and liabilities associated with operating activities:
Accounts receivable	1,700	(1,128)
Inventories	(24,940)	(46,785)
Deposits and other assets	(3,167)	(6)
Accounts payable	11,439	2,037
Accrued expenses	(2,395)	9,105
Accrued workers' compensation	(1,491)	(2,884)
Income taxes	(7,372)	13,888
Deferred rent	3,455	1,179
Other long-term liabilities	(104)
Net cash provided by operating activities	52,664	44,058
Cash flows from investing activities:
Purchases of property and equipment	(44,428)	(33,248)
Proceeds from sale of property and fixed assets	12,044	95
Purchases of investments	(1,525)	(50,927)
Proceeds from sale of investments	4,372	49,969
Net cash used in investing activities	(29,537)	(34,111)
Cash flows from financing activities:
Payment of debt	(3,928)
Payment of debt issuance costs	(11,230)
Payments of capital lease obligation	(58)	(54)
Repurchases of common stock related to issuance of Performance Stock Units		(1,744)
Proceeds from exercise of stock options		3,338
Excess tax benefit from share-based payment arrangements		1,383
Net cash (used in) provided by financing activities	(15,216)	2,923
Net increase in cash	7,911	12,870
Cash - beginning of period	27,766	16,723
Cash - end of period	35,677	29,593
Supplemental cash flow information:
Income taxes paid	10,872	22,059
Interest paid	47,019	286
Non-cash investing activities for purchases of property and equipment	$ (4,906)	$ 1,295

XML

Investments

9 Months Ended

Dec. 29, 2012

Investments

Investments

5. Investments

The following tables summarize the investments in marketable securities (in thousands):

	December 29, 2012
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
Auction rate securities	$	471	$	5	$	—	$	476
Total	$	471	$	5	$	—	$	476
Reported as:
Short-term investments							$	476
Long-term investments in marketable securities							—
Total							$	476
	March 31, 2012
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
Money market funds	$	1,627	$	—	$	—	$	1,627
Auction rate securities	1,965		39		—		2,004
Total	$	3,592	$	39	$	—	$	3,631
Reported as:
Short-term investments							$	3,631
Long-term investments in marketable securities							—
Total							$	3,631

Currently, the Company intends to liquidate its remaining auction rate securities within one year.  Accordingly, the Company has included $0.5 million and $2.0 million of its auction rate securities in short-term investment on the Company’s balance sheets as of December 29, 2012 and March 31, 2012, respectively.

There were $0.2 million of realized losses from the sale of marketable securities for the third quarter of fiscal 2013 and there were $0.3 million realized losses from the sale of marketable securities for the first three quarters of fiscal 2013.  Realized gains from the sale of marketable securities for the third quarter and the first three quarters of fiscal 2012 were less than $0.1 million.  There were no impairment charges related to other-than-temporary impairments recorded in the third quarter and the first three quarters of fiscal 2013.  The Company recorded an impairment charge related to credit losses on its auction rate securities of $0.3 million during the third quarter and the first three quarters of fiscal 2012.

Proceeds from the sales of marketable securities were $2.0 million and $4.4 million for the third quarter and the first three quarters of fiscal 2013, respectively.  Proceeds from the sales of marketable securities were $1.8 million and $50.0 million for the third quarter and the first three quarters of fiscal 2012, respectively.

The Company did not have any available-for-sale securities with unrealized losses as of December 29, 2012 and March 31, 2012.

XML

Other Accrued Expenses (Details) (USD $) In Thousands, unless otherwise specified	Dec. 29, 2012	Mar. 31, 2012
Other accrued expenses
Accrued legal reserves and fees	$ 3,037	$ 4,866
Accrued property taxes	2,886	2,974
Accrued utilities	2,802	2,709
Accrued interest	2,643	7,898
Accrued rent and related expenses	2,369	2,830
Accrued outside services	1,607	945
Accrued professional fees	552	1,220
Accrued advertising	467	577
Other	6,336	6,550
Total other accrued expenses	$ 22,699	$ 30,569

XML

Goodwill and Other Intangibles (Tables)

9 Months Ended

Dec. 29, 2012

Goodwill and Other Intangibles

Schedule of goodwill and other intangibles assets and liabilities

The following table sets forth the value of the goodwill and other intangible assets and liabilities as of December 29, 2012 and March 31, 2012 (in thousands):

	As of December 29, 2012								As of March 31, 2012
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite lived intangible assets:
Goodwill		$	471,750	$	—		$	471,750		$	471,513	$	—		$	471,513
Trade name		410,000		—			410,000			410,000		—			410,000
Total indefinite lived intangible assets		$	881,750	$	—		$	881,750		$	881,513	$	—		$	881,513
Finite lived intangible assets:
Trademarks	20	$	2,000	$	(96	)	$	1,904	20	$	2,000	$	(21	)	$	1,979
Bargain Wholesale customer relationships	12	20,000		(1,603		)	18,397		12	20,000		(353		)	19,647
Favorable leases	2 to 17	46,723		(4,146		)	42,577		2 to 17	46,723		(915		)	45,808
Total finite lived intangible assets		68,723		(5,845		)	62,878			68,723		(1,289		)	67,434
Total goodwill and other intangible assets		$	950,473	$	(5,845	)	$	944,628		$	950,236	$	(1,289	)	$	948,947

Schedule of unfavorable leases

	As of December 29, 2012								As of March 31, 2012
	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Unfavorable leases	2 to 18	$	19,835	$	(3,970	)	$	15,865	2 to 18	$	19,835	$	(876	)	$	18,959

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Dec. 29, 2012 item	Sep. 29, 2012 item	Jun. 30, 2012 item	Mar. 31, 2012 item	Dec. 29, 2012 item
Nature of Business
Stores in operation	309				309
Fiscal Periods
Number of quarters in a fiscal year					4
Number of weeks in a fiscal year					52
Number of days in a fiscal year					364
Number of weeks in a fiscal year every five to six years					53
Days In Each Fiscal Quarter	91	91	91	91
Days in First Three Quarters of Fiscal Year					273
Weeks In Current Fiscal Year					52
Cash
Number of business days within which the majority of payments are due for the settlement of debit and credit card transactions	3				3
Inventories
Measurement period for inventory reserve					24
Inventory of specific products expected to sell over a period that exceeds twelve months	$ 6.4			$ 6.4	$ 6.4
Minimum
Fiscal Periods
Period during which fiscal years includes 53 weeks					5
Maximum
Fiscal Periods
Period during which fiscal years includes 53 weeks					6
California
Nature of Business
Stores in operation	225				225
Texas
Nature of Business
Stores in operation	39				39
Arizona
Nature of Business
Stores in operation	29				29
Nevada
Nature of Business
Stores in operation	16				16

XML

Assets Held for Sale

9 Months Ended

Dec. 29, 2012

Assets Held for Sale

Assets Held for Sale

15. Assets Held for Sale

Assets held for sale during the quarter ended December 29, 2012 consisted of the vacant land in La Quinta, California and the vacant land in Rancho Mirage, California.  The carrying value as of December 29, 2012 for the La Quinta land was $0.4 million and the Rancho Mirage land was $2.2 million.

In June 2012, the Company completed the sale of its Eagan, Minnesota warehouse that had been classified as held for sale. The warehouse had a carrying value of $6.4 million and the Company recorded a loss on sale of $0.2 million in the first quarter of fiscal 2013.