UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2012
Tops Holding Corporation
(Exact name of registrant as specified in its charter)
Delaware |
333-168065 | 26-1252536 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
6363 Main Street Williamsville, New York |
14221 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (716) 635-5000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
On March 29, 2012, Tops Holding Corporation (the Company) issued a press release announcing results of operations for the Companys fourth quarter and fiscal year ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained under this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained under this Item 2.02 in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
99.1 | Press release of Tops Holding Corporation dated March 29, 2012. |
SIGNATURES
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 hereunto duly authorized.
TOPS HOLDING CORPORATION | ||||
Date: March 29, 2012 | By: | /s/ Frank Curci | ||
Frank Curci | ||||
President and Chief Executive Officer |
EXHIBIT INDEX
99.1 | Press release of Tops Holding Corporation dated March 29, 2012. |
Exhibit 99.1
|
NEWS RELEASE |
For more information contact:
Rick Mills, SVP & Chief Financial Officer
Phone: (716) 635-5000
Email: wmills@topsmarkets.com
FOR IMMEDIATE RELEASE
Tops Holding Corporation Reports Increases in Sales and Profits
in Fiscal 2011
| Achieved net income of $1.2 million in the fourth quarter and $5.8 million for the full year |
| Same store sales increased 1.4% year-over-year; Gasoline station expansion lifts fourth quarter and fiscal 2011 net sales |
| Operating income grew $13.9 million and $58.2 million in the fourth quarter and fiscal year period, respectively, primarily on operating leverage from the acquired Penn Traffic stores |
| Fourth quarter EBITDA increased 62% to $31.2 million; Full year up 32% to $135.9 million |
| Generated $68.7 million in cash from operations during fiscal 2011 |
WILLIAMSVILLE, NY, March 29, 2012 Tops Holding Corporation (Tops or the Company), the parent of Tops Markets, LLC, a leading supermarket retailer with 124 corporate and 5 franchise locations serving the Upstate New York and Northern Pennsylvania regions, today reported financial results for the fourth quarter and fiscal year ended December 31, 2011.
Frank Curci, Tops President and CEO, commented, We demonstrated in 2011 that we have the team in place fully capable of executing our strategy. Our results capitalize on the strength of our brand and our ability to grow through innovative merchandising and marketing while maintaining disciplined cost management. The successful integration of the acquired Penn Traffic stores under the Tops banner and those newly renovated stores have resulted in an increase in foot traffic.
Fiscal 2011 Fourth Quarter Financial Results
Net sales increased $9.3 million to $540.1 million in the fourth quarter of fiscal 2011 (12-week period ended December 31, 2011), compared with the fourth quarter of fiscal 2010 (12-week period ended January 1, 2011).
Inside sales were $494.0 million in the quarter, up $1.0 million from the same period in the prior year. The increase reflects a 0.8% increase in same store sales due to higher traffic in newly renovated stores and increased basket size from brand loyalty and the opening of two new supermarkets during 2011, partially offset by the impact of the sale or closure of four supermarkets that had been subject to a divestiture order from the Federal Trade Commission (FTC).
Gasoline sales increased $8.3 million, or 21.9%, to $46.1 million in the fourth quarter, reflecting a 15.8% increase in the retail price per gallon and a 5.3% increase in the number of gallons sold. The increase in gallons sold was attributable to four new gas stations that were opened since the 2010 fourth quarter.
Tops Holding Corporation Reports Increases in Sales and Profits in Fiscal 2011
March 29, 2012
Page 2 of 9
The fluctuation in sales compared with the prior years fourth quarter is summarized as follows, in thousands:
$ Change | % Change | |||||||
Inside sales: |
||||||||
Increase in same store sales |
$ | 3,870 | 0.7 | % | ||||
Decrease from net reduction in stores |
(2,862 | ) | (0.5 | )% | ||||
Gasoline sales: |
||||||||
Pricing increase |
5,971 | 1.1 | % | |||||
Volume increase |
2,305 | 0.4 | % | |||||
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TOTAL |
$ | 9,284 | 1.7 | % |
Gross profit for the fourth quarter increased $8.5 million, or 6.0%, to $150.9 million from the prior-year period. Excluding the impact of non-cash LIFO inventory valuation adjustments, gross margin improved 90 basis points to 28.0% in the fourth quarter of 2011 from 27.1% in the fourth quarter of 2010. This improvement is a result of price optimization efforts, as well as a higher percentage of private label merchandise sales, partially offset by a higher proportion of gasoline sales versus inside sales, as gasoline sales generally occur at lower gross margin rates.
Total operating expenses decreased 3.9% to $135.3 million compared with $140.7 million in the fourth quarter of 2010. The decrease was primarily driven by the Companys continued focus on cost containment and operating efficiencies, as well as $2.2 million of integration costs associated with the Penn Traffic acquisition incurred during the 2010 fourth quarter. As a result, operating income increased to $15.6 million, or 2.9% of net sales, from $1.7 million, or 0.3% of net sales, in the prior-year period.
To provide investors with greater understanding of its operating performance, in addition to the results measured in accordance with accounting principles generally accepted in the United States (GAAP), Tops provides supplemental reporting on EBITDA(1) and Adjusted EBITDA(2). Fiscal 2011 fourth quarter EBITDA(1) was $31.2 million, up $11.9 million, or 62.0%, from $19.3 million for the fiscal 2010 fourth quarter. Adjusted EBITDA(2) for the fourth quarter increased $5.5 million, or 20.8%, to $31.9 million, compared with the fiscal 2010 fourth quarter. The increase primarily reflects the improved sales contributions from the acquired Penn Traffic supermarkets and the impact of our fuel expansion efforts, the higher gross profit margin rate and continued improvements in operating efficiencies. See Non-GAAP Financial Measures below for a discussion of EBITDA and Adjusted EBITDA and the attached table for reconciliation of these non-GAAP measures to GAAP.
Net interest expense decreased 1.8% to $14.1 million in the fiscal 2011 fourth quarter from $14.4 million in the prior-year period. Net income for the fourth quarter improved to $1.2 million from a net loss of $13.8 million in the 2010 fourth quarter.
Fiscal 2011 Financial Results
Fiscal 2011 (52-week period) net sales were $2.36 billion, up $98.0 million, or 4.3%, compared with $2.26 billion for fiscal 2010 (52-week period). The increase was due to a 1.4% increase in same store sales, the operation of the acquired and retained Penn Traffic supermarkets for four additional weeks, as well as incremental inside sales associated with new stores opened since 2010. These factors were partially offset by the impact of the sale or closure of 28 of the acquired Penn Traffic supermarkets during 2010 and 2011. Year-over-year gasoline sales increased 36.1%.
Gross profit increased 4.3% to $661.1 million in fiscal 2011, and was 28.1% of net sales, consistent with fiscal 2010 despite the higher proportion of gasoline sales which generally occur at lower gross margin rates.
Total operating expenses in fiscal 2011 decreased $30.7 million, or 4.9%, to $592.3 million. This was primarily attributable to $28.5 million in costs incurred in fiscal 2010 associated with the Penn Traffic acquisition and integration, as well as the Companys successful cost containment initiatives.
Operating income for the fiscal year was $68.8 million, or 2.9% of net sales, up from $10.6 million, or 0.5% of net sales, in fiscal 2010.
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Tops Holding Corporation Reports Increases in Sales and Profits in Fiscal 2011
March 29, 2012
Page 3 of 9
Rick Mills, Senior Vice President and Chief Financial Officer noted, Our operating income increased more than 540% this year, which was a direct result of our ability to successfully integrate Penn Traffic into the Tops business model while effectively maintaining cost discipline and implementing operating efficiencies throughout our organization. As a result, we have enhanced our cash-generating capability, strengthened our balance sheet and positioned the Company for future expansion.
Interest expense increased $0.5 million during fiscal 2011 which was primarily due to incremental interest related to the $75.0 million Senior Notes issued on February 12, 2010 that were outstanding for the entire fiscal 2011 period.
Net income for fiscal 2011 was $5.8 million compared with a net loss of $27.0 million during fiscal 2010. The prior year included a benefit of $15.7 million from the bargain purchase of the acquired Penn Traffic stores, as well as a $9.0 million income tax benefit due to a $10.3 million reversal of valuation allowance as a result of recording a deferred tax liability that resulted from the bargain purchase.
FTC Update
In connection with the Penn Traffic acquisition, the FTC issued a modified Final Order requiring the sale of seven of the acquired supermarkets. On June 30, 2011, the FTC approved our application to sell three of these supermarkets to Hometown Markets, LLC. The sale of these supermarkets closed during July and August 2011. On September 27, 2011, as a divestiture trustee was unable to identify a potential buyer for three of the remaining supermarkets subject to the Final Order, control of these supermarkets reverted to us. We continue to operate two of these supermarkets, while the third supermarket was closed on October 15, 2011. During November 2011, a petition was filed by the divestiture trustee with the FTC for approval of a proposed divestiture of the final remaining supermarket subject to the Final Order. This petition was approved by the FTC during January 2012. The sale of the supermarket closed on January 30, 2012.
As of March 29, 2012, Tops has retained 50 of the 79 acquired Penn Traffic supermarkets.
Strong Cash Generation
Cash provided by operating activities during fiscal 2011 was $68.7 million, an increase of $19.2 million from fiscal 2010. This increase was due to a $49.3 million improvement in earnings, adjusted for non-cash income and expenses, partially offset by a $30.1 million decrease in working capital due to the timing of vendor payments. Fiscal 2010 included $31.4 million of Penn Traffic integration costs and one-time legal and professional fees.
Tops received proceeds from the sale of certain of the acquired assets of $1.3 million and $20.8 million during fiscal 2011 and fiscal 2010, respectively.
Store remodels and fuel expansion made up a large part of the $45.6 million in 2011 capital expenditures. Capital spending in fiscal 2010 was $49.7 million.
As of December 31, 2011, the unused portion of the ABL Facility was $70.4 million, after giving effect to $13.1 million of letters of credit outstanding thereunder. The Company believes that cash generated from operations and borrowing capacity under the ABL facility will be sufficient to meet cash requirements for at least the next twelve months.
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Tops Holding Corporation Reports Increases in Sales and Profits in Fiscal 2011
March 29, 2012
Page 4 of 9
Conference Call
Tops will host a conference call on Friday, March 30, 2012 beginning at 11:00 a.m. Eastern Time. During the call, Frank Curci, President and Chief Executive Officer, Rick Mills, Senior Vice President and Chief Financial Officer, and Kevin Darrington, Chief Operating Officer, will review the financial and operating results for the fourth quarter and fiscal year period, and discuss Tops corporate strategy and outlook. A question-and-answer session will follow. The conference call can be accessed by dialing (201) 689-8471.
A telephonic replay will be available from 2:00 p.m. Eastern Time the day of the teleconference until Friday, April 13, 2012. To listen to a replay of the call, dial (858) 384-5517 and enter replay pin number 386677.
About Tops Holding Corporation
Tops is the parent of Tops Markets, LLC, which is headquartered in Williamsville, NY and operates 124 corporate full-service supermarkets and has an additional 5 franchise supermarkets. As of December 31, 2011, 76 of the Companys supermarkets offered pharmacy services and 38 offered fuel centers. With approximately 12,500 associates, Tops is widely recognized as a strong retail supermarket brand name in Upstate New York and Northern Pennsylvania. Tops strategy is to build on its solid market share in the areas it operates by continuing to differentiate itself from competitors by offering quality products at affordable prices with superior customer service and by remaining an integral part of the community.
For more information about Tops Markets, visit the companys website at www.topsmarkets.com.
Safe Harbor Statement
The information made available in this news release contains forward-looking statements which reflect Tops current view of future events, results of operations, cash flows, performance, business prospects and opportunities. Wherever used, the words anticipate, believe, expect, intend, plan, project, will continue, will likely result, may, and similar expressions identify forward-looking statements as such term is defined in the Securities Exchange Act of 1934. Any such forward-looking statements are subject to risks and uncertainties and the Companys actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities could differ materially from historical results or current expectations. Some of these risks include, without limitation, the impact of economic and industry conditions, competition, food and drug safety issues, store expansion and remodeling, labor relations issues, costs of providing employee benefits, regulatory matters, legal and administrative proceedings, information technology, security, severe weather, natural disasters, accounting matters, other risk factors relating to our business or industry and other risks detailed from time to time in the Securities and Exchange Commission filings of Tops. Forward-looking statements contained herein speak only as of the date made and, thus, Tops undertakes no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments or changed circumstances or for any other reason.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with GAAP, we provide information regarding EBITDA and Adjusted EBITDA. We define EBITDA as earnings before interest, taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted to exclude certain non-cash items and items that we believe are non-recurring in nature and are not indicative of future performance. We use EBITDA and Adjusted EBITDA to evaluate our operating performance and liquidity and they are among the primary measures used by management for planning and forecasting for future periods. We believe the presentation of these measures is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management and makes it easier to compare our results with other companies that have different financing and capital structures. See the last page of this release for a quantitative reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial measure, which we believe is net income (loss).
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March 29, 2012
Page 5 of 9
TOPS HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
Quarter 4 2011 |
Quarter 4 2010 |
$ Change | % Change | |||||||||||||
Net sales |
$ | 540,113 | $ | 530,829 | $ | 9,284 | 1.7 | % | ||||||||
Cost of goods sold |
(379,072 | ) | (377,864 | ) | (1,208 | ) | (0.3 | )% | ||||||||
Distribution costs |
(10,163 | ) | (10,567 | ) | 404 | 3.8 | % | |||||||||
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|
|
|
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|
|||||||||
Gross profit |
150,878 | 142,398 | 8,480 | 6.0 | % | |||||||||||
Operating expenses: |
||||||||||||||||
Wages, salaries and benefits |
(72,709 | ) | (72,423 | ) | (286 | ) | (0.4 | )% | ||||||||
Selling and general expenses |
(22,558 | ) | (24,653 | ) | 2,095 | 8.5 | % | |||||||||
Administrative expenses (inclusive of share-based compensation expense of $264 and $268) |
(18,639 | ) | (20,582 | ) | 1,943 | 9.4 | % | |||||||||
Rent expense, net |
(4,440 | ) | (4,600 | ) | 160 | 3.5 | % | |||||||||
Depreciation and amortization |
(12,378 | ) | (13,549 | ) | 1,171 | 8.6 | % | |||||||||
Advertising |
(4,549 | ) | (4,897 | ) | 348 | 7.1 | % | |||||||||
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Total operating expenses |
(135,273 | ) | (140,704 | ) | 5,431 | 3.9 | % | |||||||||
Operating income |
15,605 | 1,694 | 13,911 | 821.2 | % | |||||||||||
Interest expense, net |
(14,113 | ) | (14,379 | ) | 266 | 1.8 | % | |||||||||
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Income (loss) before income taxes |
1,492 | (12,685 | ) | 14,177 | 111.8 | % | ||||||||||
Income tax expense |
(305 | ) | (1,092 | ) | 787 | 72.1 | % | |||||||||
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Net income (loss) |
$ | 1,187 | $ | (13,777 | ) | $ | 14,964 | 108.6 | % | |||||||
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March 29, 2012
Page 6 of 9
TOPS HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
Fiscal 2011 | Fiscal 2010 | $ Change | % Change | |||||||||||||
Net sales |
$ | 2,355,492 | $ | 2,257,536 | $ | 97,956 | 4.3 | % | ||||||||
Cost of goods sold |
(1,650,166 | ) | (1,579,016 | ) | (71,150 | ) | (4.5 | )% | ||||||||
Distribution costs |
(44,189 | ) | (44,829 | ) | 640 | 1.4 | % | |||||||||
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Gross profit |
661,137 | 633,691 | 27,446 | 4.3 | % | |||||||||||
Operating expenses: |
||||||||||||||||
Wages, salaries and benefits |
(317,738 | ) | (310,800 | ) | (6,938 | ) | (2.2 | )% | ||||||||
Selling and general expenses |
(103,153 | ) | (104,841 | ) | 1,688 | 1.6 | % | |||||||||
Administrative expenses (inclusive of share-based compensation expense of $1,140 and $715) |
(79,780 | ) | (102,754 | ) | 22,974 | 22.4 | % | |||||||||
Rent expense, net |
(18,856 | ) | (19,135 | ) | 279 | 1.5 | % | |||||||||
Depreciation and amortization |
(51,205 | ) | (62,353 | ) | 11,148 | 17.9 | % | |||||||||
Advertising |
(18,789 | ) | (23,175 | ) | 4,386 | 18.9 | % | |||||||||
Impairment charges |
(2,791 | ) | | (2,791 | ) | N/A | ||||||||||
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Total operating expenses |
(592,312 | ) | (623,058 | ) | 30,746 | 4.9 | % | |||||||||
Operating income |
68,825 | 10,633 | 58,192 | 547.3 | % | |||||||||||
Bargain purchase |
| 15,681 | (15,681 | ) | (100 | )% | ||||||||||
Loss on debt extinguishment |
| (1,041 | ) | 1,041 | 100 | % | ||||||||||
Interest expense, net |
(61,698 | ) | (61,231 | ) | (467 | ) | (0.8 | )% | ||||||||
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Income (loss) before income taxes |
7,127 | (35,958 | ) | 43,085 | 119.8 | % | ||||||||||
Income tax (expense) benefit |
(1,295 | ) | 9,004 | (10,299 | ) | (114.4 | )% | |||||||||
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Net income (loss) |
$ | 5,832 | $ | (26,954 | ) | $ | 32,786 | 121.6 | % | |||||||
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March 29, 2012
Page 7 of 9
TOPS HOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share amounts)
(Unaudited)
December 31, 2011 | January 1, 2011 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 19,181 | $ | 17,419 | ||||
Accounts receivable, net |
55,987 | 57,044 | ||||||
Inventory, net |
115,309 | 117,328 | ||||||
Prepaid expenses and other current assets |
12,990 | 14,093 | ||||||
Assets held for sale |
| 650 | ||||||
Income taxes refundable |
285 | 200 | ||||||
Current deferred tax assets |
1,971 | 2,265 | ||||||
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|
|||||
Total current assets |
205,723 | 208,999 | ||||||
Property and equipment, net |
358,263 | 378,575 | ||||||
Intangible assets, net |
72,125 | 79,072 | ||||||
Other assets |
11,101 | 13,705 | ||||||
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Total assets |
$ | 647,212 | $ | 680,351 | ||||
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Liabilities and Shareholders Deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 75,608 | $ | 93,311 | ||||
Accrued expenses and other current liabilities |
74,677 | 79,123 | ||||||
Current portion of capital lease obligations |
12,701 | 11,095 | ||||||
Current portion of long-term debt |
434 | 402 | ||||||
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Total current liabilities |
163,420 | 183,931 | ||||||
Capital lease obligations |
159,814 | 172,216 | ||||||
Long-term debt |
355,240 | 365,262 | ||||||
Other long-term liabilities |
23,893 | 21,099 | ||||||
Non-current deferred tax liabilities |
4,309 | 3,354 | ||||||
|
|
|
|
|||||
Total liabilities |
706,676 | 745,862 | ||||||
|
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|
|||||
Shareholders deficit: |
||||||||
Common shares ($0.001 par value; 300,000 authorized shares, 144,776 issued & outstanding as of December 31, 2011 and January 1, 2011 ) |
| | ||||||
Paid-in capital |
(1,528 | ) | (2,668 | ) | ||||
Accumulated deficit |
(56,675 | ) | (62,507 | ) | ||||
Accumulated other comprehensive loss, net of tax |
(1,261 | ) | (336 | ) | ||||
|
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|
|||||
Total shareholders deficit |
(59,464 | ) | (65,511 | ) | ||||
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|
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Total liabilities and shareholders deficit |
$ | 647,212 | $ | 680,351 | ||||
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March 29, 2012
Page 8 of 9
TOPS HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Fiscal 2011 | Fiscal 2010 | |||||||
Cash flows provided by operating activities: |
||||||||
Net income (loss) |
$ | 5,832 | $ | (26,954 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
67,053 | 77,315 | ||||||
Impairment charges |
2,791 | |||||||
Amortization of deferred financing costs |
2,661 | 2,367 | ||||||
LIFO inventory valuation adjustments |
1,333 | 2,055 | ||||||
Deferred income taxes |
1,249 | (9,199 | ) | |||||
Share-based compensation expense |
1,140 | 715 | ||||||
Bargain purchase |
| (15,681 | ) | |||||
Loss on debt extinguishment |
| 1,041 | ||||||
Other |
(87 | ) | 988 | |||||
Changes in operating assets and liabilities: |
||||||||
Decrease (increase) in account receivable |
1,664 | (7,382 | ) | |||||
Decrease (increase) in inventory, net |
187 | (6,239 | ) | |||||
Decrease in prepaid expenses and other current assets |
1,103 | 1,796 | ||||||
(Increase) decrease in income taxes refundable |
(85 | ) | 560 | |||||
(Decrease) increase in accounts payable |
(18,080 | ) | 24,267 | |||||
(Decrease) increase in accrued expenses and other current current liabilities |
(389 | ) | 917 | |||||
Increase in other long-term liabilities |
1,501 | 2,892 | ||||||
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|
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Net cash provided by operating activities |
68,651 | 49,458 | ||||||
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|
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Cash flows used in investing activities: |
||||||||
Cash paid for property and equipment |
(45,575 | ) | (49,663 | ) | ||||
Cash paid for intangible assets |
(1,527 | ) | | |||||
Proceeds from sale of assets |
1,284 | 20,753 | ||||||
Proceeds from insurable loss recovery |
609 | | ||||||
Acquisition of Penn Traffic assets |
| (85,023 | ) | |||||
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|
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Net cash used in investing activities |
(45,209 | ) | (113,933 | ) | ||||
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Cash flows (used in) provided by financing activities: |
||||||||
Borrowings on ABL Facility |
612,900 | 348,737 | ||||||
Repayments on ABL Facility |
(622,900 | ) | (347,737 | ) | ||||
Principal payments on capital leases |
(11,161 | ) | (9,294 | ) | ||||
Proceeds from long-term debt borrowings |
| 112,125 | ||||||
Repayments of long-term debt borrowings |
(409 | ) | (36,377 | ) | ||||
Deferred financing costs incurred |
(57 | ) | (5,769 | ) | ||||
Change in bank overdraft position |
(53 | ) | 487 | |||||
Proceeds from issuance of common shares |
| 30,000 | ||||||
Dividend to shareholders |
| (30,000 | ) | |||||
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|
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Net cash (used in) provided by financing activities |
(21,680 | ) | 62,172 | |||||
|
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|
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Net increase (decrease) in cash and cash equivalents |
1,762 | (2,303 | ) | |||||
Cash and cash equivalentsbeginning of year |
17,419 | 19,722 | ||||||
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Cash and cash equivalentsend of year |
$ | 19,181 | $ | 17,419 | ||||
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Page 9 of 9
TOPS HOLDING CORPORATION
RECONCILIATION OF GAAP NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(Dollars in thousands)
(Unaudited)
Quarter 4 2011 |
Quarter 4 2010 |
Fiscal 2011 | Fiscal 2010 | |||||||||||||
Net income (loss) |
$ | 1,187 | $ | (13,777 | ) | $ | 5,832 | $ | (26,954 | ) | ||||||
Depreciation and amortization |
15,599 | 17,563 | 67,053 | 77,315 | ||||||||||||
Interest expense |
14,113 | 14,379 | 61,698 | 61,231 | ||||||||||||
Income tax expense (benefit) |
305 | 1,092 | 1,295 | (9,004 | ) | |||||||||||
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EBITDA |
31,204 | 19,257 | 135,878 | 102,588 | ||||||||||||
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Adjustments to EBITDA: |
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Insurance gain (a) |
(427 | ) | | (427 | ) | | ||||||||||
Share-based compensation expense (b) |
408 | 412 | 1,768 | 1,257 | ||||||||||||
Closed store expense (c) |
405 | | 405 | | ||||||||||||
LIFO inventory valuation adjustments (d) |
289 | 1,672 | 1,333 | 2,055 | ||||||||||||
FTC review costs (e) |
22 | 24 | 698 | 2,101 | ||||||||||||
One-time Penn Traffic integration costs (f) |
| 2,178 | | 23,270 | ||||||||||||
Excess IT costs (g) |
| 487 | | 5,353 | ||||||||||||
Sold/closed stores negative EBITDA (h) |
| 209 | | 1,504 | ||||||||||||
One-time Penn Traffic acquisition costs (i) |
| 168 | | 5,255 | ||||||||||||
Impairment charges (j) |
| | 2,791 | | ||||||||||||
Bargain purchase (k) |
| | | (15,681 | ) | |||||||||||
Loss on debt extinguishment (l) |
| | | 1,041 | ||||||||||||
Other one-time items (m) |
(3 | ) | 1,992 | 1,226 | 3,953 | |||||||||||
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Total adjustments to EBITDA |
694 | 7,142 | 7,794 | 30,108 | ||||||||||||
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Adjusted EBITDA |
$ | 31,898 | $ | 26,399 | $ | 143,672 | $ | 132,696 | ||||||||
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(a) | Excess of realized insurance proceeds over recorded losses related to flood damage at a Company supermarket. |
(b) | Non-cash or one-time compensation costs related to stock option grants. |
(c) | Reserve for remaining real estate obligations associated with a supermarket closed during 2011. |
(d) | Eliminates the non-cash impact of last-in, first-out (LIFO) accounting, which represents the difference between certain inventories valued under the first-in, first-out inventory method and the LIFO inventory method. |
(e) | One-time legal and professional fees incurred in connection with the FTCs review of the acquired Penn Traffic supermarkets. |
(f) | Transition expenses associated with integrating the acquired Penn Traffic supermarkets, including excess administrative costs while operating the former Penn Traffic corporate office and warehouse, training costs, consulting services and other one-time expenses. |
(g) | Effective July 24, 2010, Tops amended its existing IT outsourcing agreement with HP Enterprise Services, LLC, which resulted in an elimination of annual excess IT costs of $8.1 million. |
(h) | Represents EBITDA of the 24 acquired Penn Traffic supermarkets that were sold or closed during 2010. |
(i) | One-time legal and professional fees incurred in connection with the Penn Traffic acquisition. |
(j) | As a result of the sale of three supermarkets during late July and early August 2011, the Company recorded a $1.9 million impairment. During November 2011, the Company executed an agreement to sell the remaining supermarket acquired from Penn Traffic subject to the Final Order from the FTC. As a result of the potential sale, the Company recorded a $0.9 million impairment. |
(k) | Represents the excess of net assets acquired over the $85.0 million purchase price of Penn Traffic. |
(l) | The write-off of deferred financing fees associated with early repayments related to the Companys credit facilities. |
(m) | Other one-time non-recurring items. |
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