10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JULY 12, 2014

OR

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

FOR THE TRANSITION PERIOD FROM                      TO                     

COMMISSION FILE NUMBER 333-191029

TOPS HOLDING II CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	46-2733709
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6363 Main Street, Williamsville, New York 14221	(716) 635-5000
(Address of principal executive offices, including zip code)	(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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  ¨

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

As of August 25, 2014, 126,560 shares of common stock of the registrant were outstanding.

TOPS HOLDING II CORPORATION

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION (Unaudited)
	ITEM 1.	FINANCIAL STATEMENTS
		Condensed Consolidated Balance Sheets as of July 12, 2014 and December 28, 2013	1
		Condensed Consolidated Statements of Comprehensive Loss for the 12-week and 28-week periods ended July 12, 2014 (Successor) and July 13, 2013 (Predecessor)	2
		Condensed Consolidated Statements of Cash Flows for the 28-week periods ended July 12, 2014 (Successor) and July 13, 2013 (Predecessor)	3
		Notes to Condensed Consolidated Financial Statements	4
	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
	ITEM 4.	CONTROLS AND PROCEDURES	31
PART II – OTHER INFORMATION
	ITEM 1.	LEGAL PROCEEDINGS	31
	ITEM 1A.	RISK FACTORS	32
	ITEM 5.	OTHER INFORMATION	32
	ITEM 6.	EXHIBITS	33
SIGNATURE			33

i

PART I – FINANCIAL INFORMATION (Unaudited)

ITEM 1. FINANCIAL STATEMENTS

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	July 12, 2014			December 28, 2013
Assets
Current assets:
Cash and cash equivalents	$	31,486		$	29,913
Accounts receivable, net		62,169			64,521
Inventory, net		144,194			142,296
Prepaid expenses and other current assets		13,965			10,755
Income taxes refundable		58			110
Current deferred tax assets		6,129			6,129
Total current assets		258,001			253,724
Property and equipment, net		388,443			386,863
Goodwill (Note 3)		217,406			217,406
Intangible assets, net (Note 3)		186,813			193,339
Other assets		16,914			18,986
Total assets	$	1,067,577		$	1,070,318
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	98,360		$	79,700
Accrued expenses and other current liabilities (Note 4)		77,599			98,231
Current portion of capital lease obligations (Note 5)		8,511			8,314
Current portion of long-term debt (Note 6)		1,938			2,309
Total current liabilities		186,408			188,554
Capital lease obligations (Note 5)		128,925			114,286
Long-term debt (Note 6)		663,012			664,186
Other long-term liabilities		33,371			31,470
Non-current deferred tax liabilities		50,711			52,751
Total liabilities		1,062,427			1,051,247
Commitments and contingencies (Note 9)
Common shares ($0.001 par value; 300,000 authorized shares, 126,560 shares issued and outstanding as of July 12, 2014 and December 28, 2013)		—			—
Paid-in capital		16,209			20,860
Accumulated deficit		(11,556	)		(1,838	)
Accumulated other comprehensive income, net of tax		497			49
Total shareholders’ equity		5,150			19,071
Total liabilities and shareholders’ equity	$	1,067,577		$	1,070,318

See notes to unaudited condensed consolidated financial statements.

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Dollars in thousands)

(Unaudited)

	12-week periods ended						28-week periods ended
	July 12, 2014			July 13, 2013			July 12, 2014			July 13, 2013
	(Successor)			(Predecessor)			(Successor)			(Predecessor)
Net sales	$	596,200		$	601,275		$	1,352,739		$	1,337,084
Cost of goods sold		(417,981	)		(418,934	)		(944,616	)		(932,085	)
Distribution costs		(11,064	)		(11,763	)		(26,831	)		(26,280	)
Gross profit		167,155			170,578			381,292			378,719
Operating expenses:
Wages, salaries and benefits		(80,242	)		(80,787	)		(187,200	)		(184,832	)
Selling and general expenses		(28,015	)		(26,874	)		(69,467	)		(63,182	)
Administrative expenses (inclusive of share-based compensation expense of $51, $3,610, $61 and $3,826)		(14,903	)		(27,072	)		(34,976	)		(49,326	)
Rent expense, net		(6,055	)		(5,311	)		(14,273	)		(12,876	)
Depreciation and amortization		(13,469	)		(13,048	)		(30,955	)		(30,052	)
Advertising		(5,423	)		(5,682	)		(11,762	)		(11,449	)
Total operating expenses		(148,107	)		(158,774	)		(348,633	)		(351,717	)
Operating income		19,048			11,804			32,659			27,002
Interest expense, net		(19,321	)		(16,742	)		(44,398	)		(35,714	)
Loss before income taxes		(273	)		(4,938	)		(11,739	)		(8,712	)
Income tax (expense) benefit		(432	)		(378	)		2,021			(805	)
Net loss		(705	)		(5,316	)		(9,718	)		(9,517	)
Other comprehensive income		448			—			448			—
Comprehensive loss	$	(257	)	$	(5,316	)	$	(9,270	)	$	(9,517	)

See notes to unaudited condensed consolidated financial statements.

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	28-week periods ended
	July 12, 2014			July 13, 2013
	(Successor)			(Predecessor)
Cash flows provided by operating activities:
Net loss	$	(9,718	)	$	(9,517	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		36,379			38,186
Deferred income taxes		(2,040	)		805
LIFO inventory valuation adjustments		2,231			723
Amortization of deferred financing costs		2,101			1,357
Share-based compensation expense		61			3,826
Other		647			199
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, net		2,352			(11,556	)
Increase in inventory, net		(4,129	)		(5,812	)
Increase in prepaid expenses and other current assets		(2,304	)		(1,959	)
Decrease (increase) in income taxes refundable		52			(15	)
Increase in accounts payable		18,168			14,515
(Decrease) increase in accrued expenses and other current liabilities		(18,790	)		43
Increase in other long-term liabilities		2,180			932
Net cash provided by operating activities		27,190			31,727
Cash flows used in investing activities:
Cash paid for property and equipment		(21,162	)		(27,589	)
Acquisition of supermarkets		—			(5,995	)
Net cash used in investing activities		(21,162	)		(33,584	)
Cash flows used in financing activities:
Borrowings on 2017 ABL Facility		267,900			138,500
Repayments on 2017 ABL Facility		(272,700	)		(131,700	)
Proceeds from sale leaseback financing transaction		12,750			—
Principal payments on capital leases		(4,717	)		(8,014	)
Dividends to Tops MBO Corporation		(4,712	)		—
Repayments of long-term debt borrowings		(2,831	)		(161	)
Deferred financing costs paid		(637	)		(7,977	)
Change in bank overdraft position		492			426
Proceeds from long-term debt borrowings		—			148,500
Dividend to former shareholders		—			(141,920	)
Proceeds from stock option exercises		—			227
Net cash used in financing activities		(4,455	)		(2,119	)
Net increase (decrease) in cash and cash equivalents		1,573			(3,976	)
Cash and cash equivalents – beginning of period		29,913			32,422
Cash and cash equivalents – end of period	$	31,486		$	28,446

See notes to unaudited condensed consolidated financial statements.

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TOPS HOLDING II CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Tops Holding II Corporation (“Holding II” or “Company”), the parent of Tops Holding LLC (“Holding I”), formerly Tops Holding Corporation, was incorporated on May 7, 2013. Holding I is the parent of Tops Markets, LLC (“Tops Markets”), a supermarket retailer with supermarkets in Upstate New York, Northern Pennsylvania and Vermont. As of July 12, 2014, the Company operated 157 supermarkets under the banners of Tops and Orchard Fresh, with an additional five supermarkets operated by franchisees. Holding II has no business operations other than the ownership of Holding I and as the issuer of the Holding II Notes (see Note 6).

On November 14, 2013, each of the sellers named therein (including Morgan Stanley Global Private Equity (“MSPE”)) (the “Sellers”), Tops MBO Corporation (“Tops MBO Co”) and Holding II signed a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) pursuant to which Tops MBO Co agreed to purchase substantially all of the outstanding common stock of Holding II (together with the transactions contemplated by the Purchase and Sale Agreement, the “Management Purchase”). Tops MBO Co is owned and controlled by current members of management. The Management Purchase closed effective December 1, 2013. The consummation of the Management Purchase was the result of arms’ length negotiations. Prior to the Management Purchase, members of management owned approximately 7% of the outstanding common stock in Holding II, with MSPE and other private funds and individuals owning the remaining common stock. As a result of the Management Purchase, through their ownership of Tops MBO Co and through direct ownership of six shares of Holding II, members of management now beneficially own all of the outstanding common stock of Holding II.

The acquisition was accounted for as a purchase and “push down” accounting was required to be applied, with the result that purchase accounting adjustments were reflected in the Company’s financial statements. The application of “push down” accounting resulted in a new basis of accounting in which the total cost of the Management Purchase was allocated to the assets acquired and liabilities assumed using estimates of fair values based on a preliminary allocation of the purchase price. Accordingly, these condensed consolidated financial statements refer to the Company in the period prior to the acquisition as “Predecessor” and in the period subsequent to the acquisition as “Successor.” For more information, see Note 2.

Holding II is the reporting entity for the Holding I Notes and Holding II Notes (see Note 6). Tops MBO Co is neither a co-issuer nor guarantor of these notes. Accordingly, the condensed consolidated financial statements have been prepared for Holding II and exclude the net assets and results of operations of Tops MBO Co. Tops MBO Co’s assets and liabilities consist solely of its investment in Holding II, the remaining outstanding principal amount of a $12.3 million term loan (“MBO Co Loan”) entered into to partially fund the Management Purchase, and related deferred financing costs. Tops MBO Co has no operations other than as the borrower under the MBO Co Loan and the equity owner of Holding II.

Accounting Policies

A summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements of Holding II contained in its 2013 Special Report on Form 10-K.

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions have been eliminated.

The Company operates on a 52/53 week fiscal year ending on the Saturday closest to December 30. Fiscal years include 13 four-week reporting periods, with an additional week in the thirteenth reporting period for 53-week fiscal years. The first quarter of each fiscal year includes four reporting periods, while the remaining quarters include three reporting periods.

The Company’s condensed consolidated financial statements for the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013 are unaudited, and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary for a fair statement of financial position and results of operations for such periods.

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Segments

The Company’s supermarkets offer grocery, produce, frozen, dairy, meat, floral, seafood, health and beauty care, general merchandise, deli and bakery goods. The Company operates one supermarket format where each supermarket offers the same general mix of products with similar pricing to similar categories of customers. As of July 12, 2014, 76 corporate supermarkets offered pharmacy services and 51 corporate fuel centers were in operation. The Company’s retail operations, which represent substantially all of the Company’s consolidated sales, earnings and total assets, are its only operating segment and reportable segment. The Company’s retail operations as a whole reflect the level at which the business is managed and how the Company’s Chief Executive Officer, who acts as the Company’s chief operating decision maker, assesses performance internally.

The following table presents sales revenue by type of similar product (dollars in thousands):

	12-week periods ended										28-week periods ended
	July 12, 2014					July 13, 2013					July 12, 2014					July 13, 2013
	(Successor)					(Predecessor)					(Successor)					(Predecessor)
			% of					% of					% of					% of
	Amount		Total			Amount		Total			Amount		Total			Amount		Total
Non-perishables(1)	$	320,963		53.8	%	$	334,143		55.6	%	$	745,391		55.1	%		753,195		56.3	%
Perishables(2)		173,715		29.1	%		173,674		28.9	%		380,866		28.2	%		370,073		27.7	%
Fuel		58,204		9.8	%		53,051		8.8	%		126,287		9.3	%		119,669		9.0	%
Pharmacy		38,170		6.4	%		36,147		6.0	%		88,279		6.5	%		84,412		6.3	%
Other(3)		5,148		0.9	%		4,260		0.7	%		11,916		0.9	%		9,735		0.7	%
	$	596,200		100.0	%	$	601,275		100.0	%	$	1,352,739		100.0	%	$	1,337,084		100.0	%

(1) Non-perishables consist of grocery, dairy, frozen, general merchandise, health and beauty care and other non-perishable related products.

(2) Perishables consist of produce, meat, seafood, bakery, deli, floral, prepared foods and other perishable related products.

(3) Other primarily consists of franchise income and service commission income, such as lottery, money orders and money transfers.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statements and notes thereto. The most significant estimates used by management are related to the accounting for vendor allowances, valuation of long-lived assets including goodwill and intangible assets, acquisition accounting, lease classification, self-insurance reserves, inventory valuation and income taxes. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” establish a framework for measuring fair value and a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value as follows:

Level 1 – observable inputs such as quoted prices in active markets;

Level 2 – inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and

Level 3 – unobservable inputs that reflect the Company’s determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including the Company’s own data.

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Financial instruments include cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these financial instruments. At July 12, 2014 and December 28, 2013, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands):

	July 12, 2014		December 28, 2013
Carrying value of long-term debt:
Current portion of long-term debt	$	1,938	$	2,309
Long-term debt		663,012		664,186
Total carrying value of long-term debt		664,950		666,495
Fair value of long-term debt		713,563		719,861
Excess of fair value over carrying value	$	48,613	$	53,366

The fair value of the Company’s Holding I Notes and Holding II Notes (see Note 6), which are included in long-term debt, was based on quoted market prices, a Level 2 source. The fair value of the Company’s other long-term debt was based on the net present value of future cash flows using estimated applicable market interest rates for the Company at July 12, 2014 and December 28, 2013, a Level 3 measurement technique.

Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analysis of long-lived assets, goodwill and intangible assets. Long-lived assets and definite-lived intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. Goodwill and the Tops tradename are reviewed annually for impairment on December 1, or more frequently, if impairment indicators arise.

2. BUSINESS ACQUISITION

On December 1, 2013, the Management Purchase was consummated. Following the Management Purchase, primarily through their ownership of Tops MBO Co, management now beneficially owns all of the outstanding common stock of Holding II. Accordingly, the Company was required to apply “push down” accounting, with the results of the Management Purchase reflected in Holding II’s condensed consolidated financial statements. The application of “push down” accounting has resulted in a new basis of accounting in which the total purchase price paid by Tops MBO Co has been allocated to the assets acquired and liabilities assumed using preliminary estimates of their fair values under the acquisition method of accounting in accordance with ASC 805, “Business Combinations” (“ASC 805”). In addition to the cash consideration of $20.9 million paid to the Sellers, the Company incurred $15.8 million of transaction costs during late Fiscal 2013.

Under the acquisition method of accounting, the aggregate purchase price is allocated to the net tangible and intangible assets based upon their estimated fair values on the acquisition date. The Company engaged a third party valuation specialist to assist with the valuation of assets acquired. As the values of certain assets and liabilities are preliminary in nature, the fair values for inventory, property and equipment, favorable and unfavorable lease rights, the tradename, customer relationships, franchise agreements, deferred income taxes and goodwill are subject to adjustment as additional information is obtained. For purposes of a preliminary allocation of the assets acquired and liabilities assumed, the excess of the purchase price over the estimated fair value of net tangible and intangible assets has been assigned to goodwill, which is not tax deductible. The purchase price allocations will be finalized within twelve months of the closing of the Management Purchase. When the valuations are finalized, changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the fair value of property and equipment, identifiable intangible assets acquired, including the tradename, deferred income taxes and any related goodwill initially recorded.

The preliminary fair value of inventory was determined based upon the Company’s estimated selling prices, less estimated costs to sell, disposition costs and normal profit margin. The preliminary fair values of buildings, personal property and site improvements, all of which are included in property and equipment in the succeeding table, were determined using the cost approach. The preliminary fair value of land was determined using the market approach. The preliminary fair values of intangible assets were primarily determined using the income approach which, for the tradename, is based upon the present value of the economic royalty savings and revenue projections attributed to the tradename. The discount rates applied to the value of intangible assets ranged between 14% and 16%, which were benchmarked with reference to the implied rate of return from the transaction model as well as an estimate of a market participant’s weighted average cost of capital on the capital asset pricing model.

The Company had gross deferred tax assets of $50.1 million as of the closing date, of which $24.4 million related to historical net operating losses (“NOLs”). These historical deferred tax assets were offset by deferred tax liabilities of $11.5 million, as well as a valuation allowance of $43.9 million.

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The Company conducted an analysis to determine the impact of the acquisition on its ability to utilize the NOLs. The analysis concluded that the Company incurred a change in ownership within the meaning of Section 382 of the Internal Revenue Code (“IRC Section 382”). In general, IRC Section 382 places annual limitations on the use of certain tax attributes such as NOLs in existence as of the ownership change date. The IRC Section 382 calculation indicates that the change in ownership will not impact the Company’s ability to use certain tax attributes.

Goodwill resulting from the Management Purchase is not tax deductible. Acquisition accounting adjustments to the fair value of intangible assets, property and equipment and certain other assets and liabilities will also not be deductible for tax purposes. In accordance with ASC 805, preliminary incremental net deferred tax liabilities of $86.4 million related to acquisition accounting adjustments have been established as of the closing date with a corresponding adjustment to goodwill.

Due to preliminary net deferred tax liabilities recognized in conjunction with definite-lived intangible assets, property and equipment and certain other assets acquired and liabilities assumed, it was determined that it was more likely than not that the Company will be able to utilize deferred tax assets related to future tax deductions, and as such, the Company reversed the valuation allowance of $43.9 million related to acquired deferred tax assets, including NOLs, with a corresponding adjustment to goodwill.

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the transaction date (dollars in thousands):

Assets acquired:
Cash	$	25,149
Accounts receivable		66,244
Inventory		149,911
Prepaid expenses		14,905
Income taxes refundable		116
Deferred tax assets		1,122
Property and equipment		385,811
Goodwill		217,406
Intangible assets		194,300
Other assets		19,456
Total assets acquired		1,074,420
Liabilities assumed:
Accounts payable		81,588
Accrued expenses and other current liabilities		113,544
Other long-term liabilities		31,196
Capital lease obligations		124,149
Long-term debt		654,177
Deferred tax liabilities		48,906
Total liabilities assumed		1,053,560
Acquisition price	$	20,860

The factors contributing to the recognition of goodwill were based upon the Company’s determination that several strategic and synergistic benefits are expected to be realized from the Management Purchase. Goodwill represents the purchase price paid in excess of the fair value of the net assets acquired and liabilities assumed at December 1, 2013.

Previously reported results have been retroactively adjusted to reflect revised useful life estimates for property and equipment assets revalued in connection with the Management Purchase. These revised estimates resulted in reductions of depreciation expense of $4.7 million and $1.3 million in the 16-week period ended April 19, 2014 and the 4-week period ended December 28, 2013 (“Fiscal 2013 Successor Period”), respectively. These depreciation expense adjustments resulted in related reductions of income tax benefit of $0.1 million and $0.5 million in the 16-week period ended April 19, 2014 and the Fiscal 2013 Successor Period, respectively.

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The following table summarizes the Company’s unaudited pro forma operating results for the 28-week period ended July 13, 2013, giving effect to the Management Purchase as if it occurred on December 30, 2012 (dollars in thousands):

Net sales	$	1,337,084
Operating income		11,189
Net loss		(25,330	)

The pro forma information above reflects the $15.8 million of transaction costs incurred by the Company during late Fiscal 2013 within the operating results of the 28-week period ended July 13, 2013. This pro forma financial information is not intended to represent or be indicative of what would have occurred if the transaction had taken place prior to the beginning of the periods presented and should not be taken as representative of the Company’s future consolidated results of operations.

3. GOODWILL AND INTANGIBLE ASSETS, NET

The following table summarizes the change in the Company’s goodwill balance during the 28-week period ended July 12, 2014 (dollars in thousands):

Balance – December 28, 2013	$	217,406
Balance – July 12, 2014	$	217,406

Goodwill is reviewed annually for impairment on December 1, or more frequently upon the occurrence of trigger events. Based on the Company’s assessment, no goodwill impairments were recorded during the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013.

Intangible assets, net of accumulated amortization, consist of the following (dollars in thousands):

July 12, 2014	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Amortization Period
Tradename – indefinite	$	131,000	$	—		$	131,000		Indefinite life
Customer relationships		28,400		(4,407	)		23,993		14.0
Favorable lease rights		21,600		(1,868	)		19,732		9.0
Franchise agreements		13,300		(1,212	)		12,088		14.0
	$	194,300	$	(7,487	)	$	186,813		12.3

December 28, 2013	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename – indefinite	$	131,000	$	—		$	131,000
Customer relationships		28,400		(568	)		27,832
Favorable lease rights		21,600		(233	)		21,367
Franchise agreements		13,300		(160	)		13,140
	$	194,300	$	(961	)	$	193,339

The Tops tradename is reviewed annually for impairment on December 1, or more frequently, if impairment indicators arise. Based on the Company’s assessment, no impairment was recorded during the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013.

During the 12-week periods ended July 12, 2014 and July 13, 2013, amortization expense related to intangible assets was $2.8 million and $1.9 million, respectively. During the 28-week periods ended July 12, 2014 and July 13, 2013, amortization expense related to intangible assets was $6.5 million and $4.5 million, respectively. Such amortization is included in depreciation and amortization in the condensed consolidated statements of comprehensive loss.

Depreciation and amortization in the condensed consolidated statements of comprehensive loss during the 12-week periods ended July 12, 2014 and July 13, 2013 includes $0.1 million and $0.4 million, respectively, of contra-expense related to the amortization of unfavorable lease rights which are classified in other long-term liabilities in the condensed consolidated

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balance sheets. During the 28-week periods ended July 12, 2014 and July 13, 2013, depreciation and amortization in the condensed consolidated statements of comprehensive loss includes $0.2 million and $0.9 million, respectively, of contra-expense related to the amortization of unfavorable lease rights. Expected future amortization of these unfavorable lease rights is contra-expense of $0.2 million in the remaining period of Fiscal 2014, $0.4 million in Fiscal 2015, $0.4 million in Fiscal 2016, $0.4 million in Fiscal 2017, $0.4 million in Fiscal 2018 and $1.4 million thereafter.

As of July 12, 2014, expected future amortization of intangible assets is as follows (dollars in thousands):

2014 (remaining period)	$	5,593
2015		10,729
2016		7,724
2017		6,557
2018		5,633
Thereafter		19,577

4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (dollars in thousands):

	July 12, 2014		December 28, 2013
Wages, taxes and benefits	$	16,978	$	18,391
Lottery		11,301		10,519
Union medical, pension and 401(k)		8,596		4,589
Self-insurance reserves		6,075		6,033
Interest payable		4,430		2,272
Sales and use tax		4,231		6,279
Gift cards		3,127		7,312
Property and equipment expenditures		3,051		4,285
Utilities		2,241		2,714
Professional and legal fees		1,998		18,854
Repairs and maintenance		1,882		2,539
Money orders		1,861		1,456
Other		11,828		12,988
	$	77,599	$	98,231

The decrease in accrued professional and legal fees as of July 12, 2014 compared with December 28, 2013 is largely due to $15.2 million of transaction fees incurred in the Management Purchase that were accrued as of December 28, 2013 and paid during the 28-week period ended July 12, 2014.

5. CAPITAL LEASE OBLIGATIONS

The Company has a number of capital leases in effect for store properties and equipment. The initial lease terms generally range up to twenty-five years and will expire at various times through 2035, with options to renew for additional periods. The majority of the store leases provide for base rental, plus real estate taxes, insurance, common area maintenance and other operating expenses applicable to the leased premises. Some leases contain escalation clauses for future rents and contingent rents based on sales volume.

As of July 12, 2014, future minimum lease rental payments applicable to non-cancelable capital lease obligations were as follows (dollars in thousands):

2014 (remaining period)	$	13,643
2015		27,361
2016		26,041
2017		22,886
2018		19,641
Thereafter		82,362
Total minimum lease payments		191,934
Less amounts representing interest		(123,050	)
Present value of net minimum lease payments		68,884
Less current obligations		(8,511	)
Long-term cash obligations		60,373
Non-cash obligations		68,552
Total long-term capital lease obligations	$	128,925

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The Company has entered into build-to-suit and sale-leaseback transactions in various years involving certain properties that did not qualify for sale-leaseback accounting as the lease agreements included various forms of continuing involvement. Such transactions include the sale-leaseback of three properties for cash proceeds of $12.8 million during the 28-week period ended July 12, 2014. These transactions have been classified as financing transactions in accordance with ASC Topic 840, “Leases,” due to the existence of forms of continuing involvement.

Under the financing method, the assets remain on the consolidated balance sheet and proceeds received by the Company from these transactions are recorded as capital lease obligations, allocated between land, as applicable, and building. Payments under these leases are applied as payments of imputed interest and deemed principal on the underlying building obligations, with no underlying cash payments deemed attributable to the land obligations and the estimated net book value of the buildings at the conclusion of the lease terms. The related land assets are not depreciated, and at the end of the lease terms, the remaining capital lease obligations will equal the combined net book values of the land and buildings. At the expiration of the lease terms, which range from 2023 to 2068, or when the Company’s continuing involvement under the lease agreements ends, the related land, buildings and capital lease obligations will be removed from the consolidated balance sheet, with no underlying cash payments. These capital lease obligations are reflected as non-cash obligations in the preceding table.

6. DEBT

Long-term debt is comprised of the following (dollars in thousands):

	July 12, 2014			December 28, 2013
Holding I Notes	$	460,000		$	460,000
Holding II Notes		150,000			150,000
Discount on Holding II Notes		(1,219	)		(1,353	)
2017 ABL Facility		50,000			54,800
Other loans		6,169			2,604
Mortgage note payable		—			444
Total debt		664,950			666,495
Current portion		(1,938	)		(2,309	)
Total long-term debt	$	663,012		$	664,186

On May 15, 2013, Holding II issued $150.0 million of unsecured senior notes, bearing cash interest of 8.75% (the “Holding II Notes”). If certain conditions are met, Holding II may be entitled to pay interest on the Holding II Notes by increasing the principal of the notes or by issuing new notes as pay-in-kind interest. Such interest would accrue at a rate of 9.50%. The $148.5 million proceeds from the Holding II Notes issuance, net of a $1.5 million original issue discount, were used to pay a $141.9 million, or $980 per share, dividend to the Holding II shareholders. The Holding II Notes mature June 15, 2018 and require semi-annual interest payments on June 15 and December 15. To the extent permitted by the agreements governing the Holding I Notes (see below) and the 2017 ABL Facility (see below), Holding I may make dividend payments to Holding II to fund the semi-annual interest payments related to the Holding II Notes. The Holding II Notes are redeemable, in whole or in part, at any time on or after June 15, 2015 at specified redemption prices. Prior to June 15, 2015, the Company may redeem some or all of the Holding II Notes at a specified “make-whole” premium.

On December 20, 2012, Holding I and Tops Markets (collectively, the “Issuers”) issued $460.0 million of senior secured notes, bearing interest of 8.875% (the “Holding I Notes”). Effective May 15, 2013, Tops Markets II Corporation was added as a co-issuer of the Holding I Notes. On August 20, 2013, Holding II was added as a guarantor of the Holding I Notes. The proceeds from the Holding I Notes were used to redeem the previously outstanding $350.0 million senior secured notes, pay a $100.0 million dividend to the Holding I shareholders and pay fees and expenses related to the notes issuance. The Holding I Notes mature December 15, 2017 and require semi-annual interest payments on June 15 and December 15. The Holding I Notes are redeemable, in whole or in part, at any time on or after June 15, 2015 at specified redemption prices. Prior to June 15, 2015, the Issuers may redeem some or all of the Holding I Notes at a specified “make-whole” premium.

The Holding I Notes are collateralized by (i) first priority interests, subject to certain exceptions and permitted liens, in the stock held by Holding II, the Issuers, Tops Markets II Corporation and the guarantor subsidiaries, Tops PT, LLC and Tops Gift Card Company, LLC (collectively, the “Guarantors”), the Company’s warehouse distribution facility in Lancaster, New York, the Company’s retail facility located in Fayetteville, New York and certain owned real property acquired by the Issuers and the Guarantors following the issue date of the Holding I Notes, equipment, intellectual property, and substantially all other assets of the Issuers and the Guarantors, other than assets securing the Company’s asset-based revolving credit facility (the “2017 ABL Facility”) on a first priority basis (collectively, the “Holding I Notes Priority Collateral”), and (ii) second priority interests, subject to certain exceptions and permitted liens, in the assets of the Issuers and the Guarantors that secure the 2017 ABL Facility on a first priority basis, including present and future receivables, deposit accounts, inventory, prescription lists, and certain rights and proceeds relating thereto (collectively, the “ABL Priority Collateral”).

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On December 14, 2012, Tops Markets entered into an amended and restated asset-based revolving credit facility, the 2017 ABL Facility, with Bank of America, N.A., as collateral agent and administrative agent. The 2017 ABL Facility allows a maximum borrowing capacity of $125.0 million, subject to a borrowing base calculation, with an option for up to $50.0 million of additional borrowing capacity if certain conditions are met. The borrowing base includes inventory, pharmacy prescription files and certain receivables. On November 14, 2013, certain provisions of the 2017 ABL Facility were amended in conjunction with the Management Purchase. The amended provisions are in effect until May 14, 2015 which: (1) limit permitted acquisitions to no more than $10.0 million annually, (2) limit total capital expenditures to no more than $60.0 million per year for each of the 2014 and 2015 fiscal years, and (3) require minimum excess availability of $10.0 million as of the amendment effective date, reduced by $2.25 million per quarter thereafter. The 2017 ABL Facility will mature on December 14, 2017.

As of July 12, 2014, the unused availability under the 2017 ABL Facility was $37.1 million, after giving effect to the borrowing base calculation, $22.3 million of letters of credit outstanding and $50.0 million borrowings outstanding. As of December 28, 2013, $17.6 million of letters of credit were outstanding under the 2017 ABL Facility. Revolving loans under the 2017 ABL Facility, at the Company’s option, bear interest at either i) LIBOR plus a margin of 150 to 200 basis points, determined based on levels of borrowing availability, or ii) the prime rate plus a margin of 50 to 100 basis points, determined based on levels of borrowing availability. As of July 12, 2014 and December 28, 2013, the weighted average interest rates on borrowings under the 2017 ABL Facility were 1.96% and 1.90%, respectively. The 2017 ABL Facility is collateralized primarily by (i) first priority interests, subject to certain exceptions and permitted liens, in the ABL Priority Collateral and (ii) second priority interests, subject to certain exceptions and permitted liens, in the Holding I Notes Priority Collateral.

The instruments governing the Holding II Notes, Holding I Notes and the 2017 ABL Facility impose customary affirmative and negative covenants on the Company, including restrictions on indebtedness, liens, type of business, acquisitions, investments, sale or transfer of assets, payment of dividends, transactions involving affiliates, and obligations on a change in control. Failure to meet any of these covenants would be an event of default. On August 19, 2014, the 2017 ABL Facility was amended to reduce specified restrictions on the Company’s ability to make certain payments, including dividends.

On November 29, 2013, Tops MBO Co entered into the $12.3 million MBO Co Loan to partially fund the Management Purchase. The MBO Co Loan bears cash interest of LIBOR plus a margin of 300 basis points, with six quarterly principal and interest payments that began March 31, 2014. Holding II and its subsidiaries are neither co-issuers nor guarantors of the MBO Co Loan, and none of the assets or stock of Holding II are pledged as collateral for the MBO Co Loan. Accordingly, the MBO Co Loan has not been pushed down to the condensed consolidated financial statements of Holding II. If certain conditions are met related to the Holding II Notes, Holding I Notes and the 2017 ABL Facility, Holding II may pay dividends to Tops MBO Co to fund the principal and interest payments required by the MBO Co Loan.

7. INCOME TAXES

Income tax (expense) benefit was as follows (dollars in thousands):

	12-week periods ended						28-week periods ended
	July 12, 2014			July 13, 2013			July 12, 2014			July 13, 2013
	(Successor)			(Predecessor)			(Successor)			(Predecessor)
Current	$	(2	)	$	(1	)	$	(19	)	$	—
Deferred		(430	)		(377	)		2,040			(805	)
Total income tax (expense) benefit	$	(432	)	$	(378	)	$	2,021		$	(805	)

The income tax expense for the 12-week period ended July 12, 2014 primarily reflects the recognition of additional valuation allowance associated with the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (158.2)%. The effective tax rate would have been 23.2% without the impact of the valuation allowance establishment.

The income tax expense for the 12-week period ended July 13, 2013 primarily reflects the recognition of additional valuation allowance associated with the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (7.7)%. The effective tax rate would have been 43.0% without the impact of adjustments to the valuation allowance.

The income tax benefit for the 28-week period ended July 12, 2014 primarily reflects the loss before income taxes, net of the recognition of valuation allowance associated with the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was 17.2%. The effective tax rate would have been 41.5% without the impact of the valuation allowance establishment.

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The income tax expense for the 28-week period ended July 13, 2013 primarily reflects the recognition of additional valuation allowance associated with the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (9.2)%. The effective tax rate would have been 19.5% without the impact of adjustments to the valuation allowance.

8. SHAREHOLDERS’ EQUITY

On March 31, 2014 and June 30, 2014, the Company paid dividends of $2.4 million and $2.3 million, respectively, to Tops MBO Co to fund the quarterly principal and interest payments under the MBO Co Loan.

9. COMMITMENTS AND CONTINGENCIES

Multiemployer Pension Plan

On December 22, 2013, Tops Markets acquired all of the membership interests of Erie Logistics, LLC (“Erie Logistics”) and certain other assets from C&S. Erie Logistics operates the Company’s warehouse distribution facilities located in Lancaster and Cheektowaga, New York and employs the warehouse and driver personnel at such facilities, all of whom are represented by Teamsters Local 264. Under its supply agreement with Tops Markets, C&S, through Erie Logistics, had operated such facilities since 2002.

In late January 2014, the Company received notice that the New York State Teamsters Conference Pension and Retirement Fund (the “Fund”) had suspended Erie Logistics as a participating employer in the Fund pending the Fund’s investigation into the acquisition. This suspension was retroactive to the effective date of the acquisition of Erie Logistics from C&S. During this “suspension” the Company continued to make contributions to the Fund as required by the collective bargaining agreements with Teamsters Local 264. The Fund rejected and returned these contributions. During the 12-week and 28-week periods ended July 12, 2014, these rejected contributions totaled $1.1 million and $2.3 million, respectively. On May 27, 2014, the Fund provided Erie Logistics and C&S with notice of its determination that Erie Logistics incurred employer withdrawal liability as a result of the acquisition. The notice provides that Erie Logistics owes withdrawal liability of $183.7 million, payable in a lump sum or in monthly installments of $641,514 for 240 months.

The Company believes that the Fund’s determination of a withdrawal violates the Employee Retirement Income Security Act (“ERISA”), the existing participation agreements between Erie Logistics and the Fund, and the fiduciary duties of the trustees of the Fund. The Company intends to vigorously contest this determination initially through mandatory arbitration under ERISA.

The Company has not recorded any reserve for this matter as a loss is not considered probable. If it were ultimately determined that Erie Logistics has incurred a withdrawal liability to the Fund, the Company would bear financial responsibility for this liability. Under the terms of the purchase agreement for the acquisition, and as a continuation of our prior contractual obligations, the Company retains the obligation to indemnify C&S in the event withdrawal liability is imposed on Erie Logistics for which C&S is jointly liable. During the pendency of the proceeding to contest the withdrawal determination, ERISA requires that conditional monthly payments of withdrawal liability be made, which began July 28, 2014. The monthly conditional payments of withdrawal liability are in addition to pension contributions the Company is required to make for the benefit of Erie Logistics’ associates under the collective bargaining agreements with Teamsters Local 264 which, as noted, the Fund has refused to accept.

On July 28, 2014, Teamsters Local 264 filed a grievance charging a violation of its collective bargaining agreements with the Company by reason of the Company’s failing to participate in the Fund.

Purchase Commitments

Effective December 22, 2013, the Company modified its existing supply agreement with C&S Wholesale Grocers, Inc. (“C&S”) whereby Tops Markets resumed warehousing and transportation functions while C&S continued to provide procurement and purchasing services in support of the majority of the Company’s supply chain. This modified supply agreement, which expires on September 24, 2016, sets out the parties’ respective responsibilities for the procurement and purchase of merchandise intended for use or resale in the Company’s supermarkets. In consideration for the services it provides under the agreement, C&S is paid a fee based on all merchandise procured and also has incentive income opportunities.

On September 24, 2012, the Company entered into a supplemental supply agreement with C&S to provide similar services in support of the 21 supermarkets acquired from Grand Union Markets, LLC in October 2013. This agreement expires on September 23, 2022.

Effective May 1, 2013, Tops Markets entered into a member participation agreement with Topco Associates, LLC (“Topco”), a procurement cooperative for food retailers and wholesalers, for the supply of substantially all of the Company’s prescription drugs. Tops Markets must purchase 95% of its branded and generic prescription merchandise through Topco. This agreement expires February 28, 2017. The Company’s previous supply agreement for these products with McKesson Corporation was terminated without penalty.

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Effective July 24, 2010, the Company extended its existing IT outsourcing agreement with HP Enterprise Services, LLC (“HP”) through December 31, 2017 to provide a wide range of information systems services. Under the agreement, HP provides data center operations, mainframe processing, business applications and systems development to enhance the Company’s customer service and efficiency. The charges under this agreement are based upon the services requested at predetermined rates.

The costs of these purchase commitments are not reflected in the Company’s condensed consolidated balance sheets.

Environmental Liabilities

The Company is contingently liable for potential environmental issues of some of its properties. As the Company is unaware of environmental issues that are expected to materially impact the Company’s condensed consolidated financial statements as a whole, no amounts were accrued as of July 12, 2014 or December 28, 2013.

Collective Bargaining Agreements

The Company employs approximately 15,100 associates. Approximately 83% of these associates are members of United Food and Commercial Workers, or UFCW, District Union Local One, or Local One, or two other UFCW unions. Approximately 4% are members of Teamsters Local 264, working within our warehouse and distribution facilities. All other associates are non-union. The Company is a party to five collective bargaining agreements with Local One expiring between October 2015 and July 2017. The Company has a non-Local One UFCW collective bargaining agreement expiring in February 2015, and another non-Local One UFCW collective bargaining agreement that expires in April 2016. The Company is also a party to three collective bargaining agreements with Teamsters Local 264 expiring in August 2019.

Legal Proceedings

The Company is unaware of legal proceedings that are expected to materially impact the Company’s condensed consolidated financial statements as a whole. No amounts related to legal proceedings were accrued as of July 12, 2014 or December 28, 2013.

10. GUARANTOR FINANCIAL STATEMENTS

The obligations of Holding I, Tops Markets and Tops Markets II Corporation under the Holding I Notes are jointly and severally, fully and unconditionally guaranteed by Holding II, the parent of Holding I, Tops Gift Card Company, LLC and Tops PT, LLC (the “Guarantor Subsidiaries”), all of which are 100% owned subsidiaries of Tops Markets. Holding II was established in May 2013, Tops Gift Card Company, LLC was established in October 2008 and Tops PT, LLC was established in January 2010. Tops Markets and Tops Markets II Corporation are joint issuers of the Holding I notes and are 100% owned by Holding I. Separate financial statements of Holding II, Holding I, Tops Markets, Tops Markets II Corporation and of the Guarantor Subsidiaries are not presented as the guarantees are full and unconditional and Holding II and the Guarantor Subsidiaries are jointly and severally liable thereon.

The following supplemental financial information sets forth, on a condensed consolidating basis, balance sheets as of July 12, 2014 and December 28, 2013 for Holding II, Holding I, Tops Markets, the Guarantor Subsidiaries, and for the Company, statements of comprehensive loss for the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013, and statements of cash flows for the 28-week periods ended July 12, 2014 and July 13, 2013. Supplemental financial information has not been presented for Tops Markets II Corporation as it is a finance subsidiary.

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

JULY 12, 2014

(Dollars in thousands)

	Tops Holding II Corporation		Tops Holding LLC		Tops Markets, LLC		Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	30,637	$	849	$	—		$	31,486
Accounts receivable, net		—		—		49,841		12,328		—			62,169
Intercompany receivables		—		—		86,007		4,102		(90,109	)		—
Inventory, net		—		—		107,837		36,357		—			144,194
Prepaid expenses and other current assets		—		—		11,142		2,823		—			13,965
Income taxes refundable		—		—		58		—		—			58
Current deferred tax assets		—		—		6,129		—		—			6,129
Total current assets		—		—		291,651		56,459		(90,109	)		258,001
Property and equipment, net		—		—		324,234		64,209		—			388,443
Goodwill		—		—		20,710		196,696		—			217,406
Intangible assets, net		—		—		136,671		50,142		—			186,813
Other assets		5,681		—		11,233		3,041		(3,041	)		16,914
Investment in subsidiaries		149,271		154,971		208,551		—		(512,793	)		—
Total assets	$	154,952	$	154,971	$	993,050	$	370,547	$	(605,943	)	$	1,067,577
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	—	$	—	$	76,991	$	21,369	$	—		$	98,360
Intercompany payables		—		5,700		4,102		80,307		(90,109	)		—
Accrued expenses and other current liabilities		1,021		—		60,512		16,066		—			77,599
Current portion of capital lease obligations		—		—		8,303		208		—			8,511
Current portion of long-term debt		—		—		1,907		31		—			1,938
Total current liabilities		1,021		5,700		151,815		117,981		(90,109	)		186,408
Capital lease obligations		—		—		117,313		11,612		—			128,925
Long-term debt		148,781		—		516,715		557		(3,041	)		663,012
Other long-term liabilities		—		—		27,743		5,628		—			33,371
Non-current deferred tax liabilities		—		—		24,493		26,218		—			50,711
Total liabilities		149,802		5,700		838,079		161,996		(93,150	)		1,062,427
Total shareholders’ equity		5,150		149,271		154,971		208,551		(512,793	)		5,150
Total liabilities and shareholders’ equity	$	154,952	$	154,971	$	993,050	$	370,547	$	(605,943	)	$	1,067,577

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 28, 2013

(Dollars in thousands)

	Tops Holding II Corporation		Tops Holding LLC		Tops Markets, LLC		Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	29,051	$	862	$	—		$	29,913
Accounts receivable, net		—		—		52,453		12,068		—			64,521
Intercompany receivables		—		—		78,963		6,093		(85,056	)		—
Inventory, net		—		—		106,487		35,809		—			142,296
Prepaid expenses and other current assets		—		—		7,817		2,938		—			10,755
Income taxes refundable		—		—		110		—		—			110
Current deferred tax assets		—		—		6,129		—		—			6,129
Total current assets		—		—		281,010		57,770		(85,056	)		253,724
Property and equipment, net		—		—		318,598		68,265		—			386,863
Goodwill		—		—		51,207		166,199		—			217,406
Intangible assets, net		—		—		142,955		50,384		—			193,339
Other assets		6,309		—		12,677		3,041		(3,041	)		18,986
Investment in subsidiaries		161,919		167,619		201,460		—		(530,998	)		—
Total assets	$	168,228	$	167,619	$	1,007,907	$	345,659	$	(619,095	)	$	1,070,318
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	—	$	—	$	62,972	$	16,728	$	—		$	79,700
Intercompany payables		—		5,700		6,093		73,263		(85,056	)		—
Accrued expenses and other current liabilities		510		—		73,363		24,358		—			98,231
Current portion of capital lease obligations		—		—		7,918		396		—			8,314
Current portion of long-term debt		—		—		2,278		31		—			2,309
Total current liabilities		510		5,700		152,624		114,776		(85,056	)		188,554
Capital lease obligations		—		—		111,745		2,541		—			114,286
Long-term debt		148,647		—		518,007		573		(3,041	)		664,186
Other long-term liabilities		—		—		26,730		4,740		—			31,470
Non-current deferred tax liabilities		—		—		31,182		21,569		—			52,751
Total liabilities		149,157		5,700		840,288		144,199		(88,097	)		1,051,247
Total shareholders’ equity		19,071		161,919		167,619		201,460		(530,998	)		19,071
Total liabilities and shareholders’ equity	$	168,228	$	167,619	$	1,007,907	$	345,659	$	(619,095	)	$	1,070,318

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 12-WEEK PERIOD ENDED JULY 12, 2014

(Successor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC		Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—	$	458,656		$	137,765		$	(221	)	$	596,200
Cost of goods sold		—			—		(326,036	)		(91,945	)		—			(417,981	)
Distribution costs		—			—		(8,594	)		(2,470	)		—			(11,064	)
Gross profit		—			—		124,026			43,350			(221	)		167,155
Operating expenses:
Wages, salaries and benefits		—			—		(59,916	)		(20,326	)		—			(80,242	)
Selling and general expenses		—			—		(20,529	)		(7,707	)		221			(28,015	)
Administrative expenses		—			—		(11,576	)		(3,327	)		—			(14,903	)
Rent expense, net		—			—		(3,907	)		(2,148	)		—			(6,055	)
Depreciation and amortization		—			—		(12,799	)		(670	)		—			(13,469	)
Advertising		—			—		(4,129	)		(1,294	)		—			(5,423	)
Total operating expenses		—			—		(112,856	)		(35,472	)		221			(148,107	)
Operating income		—			—		11,170			7,878			—			19,048
Interest expense, net		(3,394	)		—		(15,632	)		(295	)		—			(19,321	)
Equity income from subsidiaries		2,689			2,689		4,580			—			(9,958	)		—
(Loss) income before income taxes		(705	)		2,689		118			7,583			(9,958	)		(273	)
Income tax benefit (expense)		—			—		2,571			(3,003	)		—			(432	)
Net (loss) income		(705	)		2,689		2,689			4,580			(9,958	)		(705	)
Other comprehensive income		448			448		448			—			(896	)		448
Comprehensive (loss) income	$	(257	)	$	3,137	$	3,137		$	4,580		$	(10,854	)	$	(257	)

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 12-WEEK PERIOD ENDED JULY 13, 2013

(Predecessor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	461,842		$	139,651		$	(218	)	$	601,275
Cost of goods sold		—			—			(326,112	)		(92,822	)		—			(418,934	)
Distribution costs		—			—			(8,661	)		(3,102	)		—			(11,763	)
Gross profit		—			—			127,069			43,727			(218	)		170,578
Operating expenses:
Wages, salaries and benefits		—			—			(60,340	)		(20,447	)		—			(80,787	)
Selling and general expenses		—			—			(20,338	)		(6,754	)		218			(26,874	)
Administrative expenses		(10,635	)		(219	)		(12,209	)		(4,009	)		—			(27,072	)
Rent expense, net		—			—			(3,181	)		(2,130	)		—			(5,311	)
Depreciation and amortization		—			—			(10,278	)		(2,770	)		—			(13,048	)
Advertising		—			—			(4,341	)		(1,341	)		—			(5,682	)
Total operating expenses		(10,635	)		(219	)		(110,687	)		(37,451	)		218			(158,774	)
Operating (loss) income		(10,635	)		(219	)		16,382			6,276			—			11,804
Interest expense, net		(2,401	)		—			(14,308	)		(33	)		—			(16,742	)
Equity income from subsidiaries		7,720			7,939			3,770			—			(19,429	)		—
(Loss) income before income taxes		(5,316	)		7,720			5,844			6,243			(19,429	)		(4,938	)
Income tax benefit (expense)		—			—			2,095			(2,473	)		—			(378	)
Net (loss) income		(5,316	)		7,720			7,939			3,770			(19,429	)		(5,316	)
Other comprehensive income		—			—			—			—			—			—
Comprehensive (loss) income	$	(5,316	)	$	7,720		$	7,939		$	3,770		$	(19,429	)	$	(5,316	)

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 28-WEEK PERIOD ENDED JULY 12, 2014

(Successor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	1,043,990		$	309,346		$	(597	)	$	1,352,739
Cost of goods sold		—			—			(738,628	)		(205,988	)		—			(944,616	)
Distribution costs		—			—			(20,723	)		(6,108	)		—			(26,831	)
Gross profit		—			—			284,639			97,250			(597	)		381,292
Operating expenses:
Wages, salaries and benefits		—			—			(139,822	)		(47,378	)		—			(187,200	)
Selling and general expenses		—			—			(51,979	)		(18,085	)		597			(69,467	)
Administrative expenses		—			—			(26,766	)		(8,210	)		—			(34,976	)
Rent expense, net		—			—			(9,275	)		(4,998	)		—			(14,273	)
Depreciation and amortization		—			—			(27,216	)		(3,739	)		—			(30,955	)
Advertising		—			—			(9,014	)		(2,748	)		—			(11,762	)
Total operating expenses		—			—			(264,072	)		(85,158	)		597			(348,633	)
Operating income		—			—			20,567			12,092			—			32,659
Interest expense, net		(7,835	)		—			(36,211	)		(352	)		—			(44,398	)
Equity (loss) income from subsidiaries		(1,883	)		(1,883	)		7,091			—			(3,325	)		—
(Loss) income before income taxes		(9,718	)		(1,883	)		(8,553	)		11,740			(3,325	)		(11,739	)
Income tax benefit (expense)		—			—			6,670			(4,649	)		—			2,021
Net (loss) income		(9,718	)		(1,883	)		(1,883	)		7,091			(3,325	)		(9,718	)
Other comprehensive income		448			448			448			—			(896	)		448
Comprehensive (loss) income	$	(9,270	)	$	(1,435	)	$	(1,435	)	$	7,091		$	(4,221	)	$	(9,270	)

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 28-WEEK PERIOD ENDED JULY 13, 2013

(Predecessor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	1,029,643		$	308,022		$	(581	)	$	1,337,084
Cost of goods sold		—			—			(727,494	)		(204,591	)		—			(932,085	)
Distribution costs		—			—			(19,464	)		(6,816	)		—			(26,280	)
Gross profit		—			—			282,685			96,615			(581	)		378,719
Operating expenses:
Wages, salaries and benefits		—			—			(137,703	)		(47,129	)		—			(184,832	)
Selling and general expenses		—			—			(48,018	)		(15,745	)		581			(63,182	)
Administrative expenses		(10,893	)		(512	)		(28,392	)		(9,529	)		—			(49,326	)
Rent expense, net		—			—			(7,976	)		(4,900	)		—			(12,876	)
Depreciation and amortization		—			—			(23,435	)		(6,617	)		—			(30,052	)
Advertising		—			—			(8,790	)		(2,659	)		—			(11,449	)
Total operating expenses		(10,893	)		(512	)		(254,314	)		(86,579	)		581			(351,717	)
Operating (loss) income		(10,893	)		(512	)		28,371			10,036			—			27,002
Interest expense, net		(2,401	)		—			(33,231	)		(82	)		—			(35,714	)
Equity income from subsidiaries		3,777			4,289			6,012			—			(14,078	)		—
(Loss) income before income taxes		(9,517	)		3,777			1,152			9,954			(14,078	)		(8,712	)
Income tax benefit (expense)		—			—			3,137			(3,942	)		—			(805	)
Net (loss) income		(9,517	)		3,777			4,289			6,012			(14,078	)		(9,517	)
Other comprehensive income		—			—			—			—			—			—
Comprehensive (loss) income	$	(9,517	)	$	3,777		$	4,289		$	6,012		$	(14,078	)	$	(9,517	)

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 28-WEEK PERIOD ENDED JULY 12, 2014

(Successor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(6,563	)	$	—		$	50,235		$	(16,482	)	$	—		$	27,190
Cash flows (used in) provided by investing activities:
Cash paid for property and equipment		—			—			(19,728	)		(1,434	)		—			(21,162	)
Change in intercompany receivables position		—			—			—			9,035			(9,035	)		—
Net cash (used in) provided by investing activities		—			—			(19,728	)		7,601			(9,035	)		(21,162	)
Cash flows provided by (used in) financing activities:
Dividends		(4,712	)		(11,275	)		(11,275	)		—			22,550			(4,712	)
Capital contributions		11,275			11,275			—			—			(22,550	)		—
Borrowings on 2017 ABL Facility		—			—			267,900			—			—			267,900
Repayments on 2017 ABL Facility		—			—			(272,700	)		—			—			(272,700	)
Principal payments on capital leases		—			—			(4,466	)		(251	)		—			(4,717	)
Proceeds from sale leaseback financing transactions		—			—			3,616			9,134			—			12,750
Repayments of long-term debt borrowings		—			—			(2,816	)		(15	)		—			(2,831	)
Deferred financing costs paid		—			—			(637	)		—			—			(637	)
Change in bank overdraft position		—			—			492			—			—			492
Change in intercompany payables position		—			—			(9,035	)		—			9,035			—
Net cash provided by (used in) financing activities		(6,563	)		—			(28,921	)		8,868			9,035			(4,455	)
Net increase (decrease) in cash and cash equivalents		—			—			1,586			(13	)		—			1,573
Cash and cash equivalents – beginning of period		—			—			29,051			862			—			29,913
Cash and cash equivalents – end of period	$	—		$	—		$	30,637		$	849		$	—		$	31,486

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 28-WEEK PERIOD ENDED JULY 13, 2013

(Predecessor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	—		$	(512	)	$	19,478		$	12,761		$	—		$	31,727
Cash flows used in investing activities:
Cash paid for property and equipment		—			—			(26,247	)		(1,342	)		—			(27,589	)
Acquisition of independent supermarkets		—			—			(5,995	)		—			—			(5,995	)
Change in intercompany receivables position		—			—			(512	)		(11,145	)		11,657			—
Net cash used in investing activities		—			—			(32,754	)		(12,487	)		11,657			(33,584	)
Cash flows provided by (used in) financing activities:
Proceeds from long-term debt borrowings		148,500			—			—			—			—			148,500
Dividend to shareholders		(141,920	)		—			—			—			—			(141,920	)
Deferred financing costs paid		—			—			(7,977	)		—			—			(7,977	)
Stock option exercises		227			—			—			—			—			227
Change in intercompany payables position		—			512			11,145			—			(11,657	)		—
Borrowings on 2017 ABL Facility		—			—			138,500			—			—			138,500
Repayments on 2017 ABL Facility		—			—			(131,700	)		—			—			(131,700	)
Principal payments on capital leases		—			—			(7,804	)		(210	)		—			(8,014	)
Change in bank overdraft position		—			—			426			—			—			426
Repayments of long-term debt borrowings		—			—			(161	)		—			—			(161	)
Net cash provided by (used in) financing activities		6,807			512			2,429			(210	)		(11,657	)		(2,119	)
Net increase (decrease) in cash and cash equivalents		6,807			—			(10,847	)		64			—			(3,976	)
Cash and cash equivalents – beginning of period		—			—			31,586			836			—			32,422
Cash and cash equivalents – end of period	$	6,807		$	—		$	20,739		$	900		$	—		$	28,446

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes and other financial information appearing elsewhere in this 10-Q.

COMPANY OVERVIEW

We are a leading supermarket retailer in Upstate New York, Northern Pennsylvania and Vermont. Introduced in 1962, our Tops brand is widely recognized as a strong retail supermarket brand name in our market area, supported by strong customer loyalty and attractive supermarket locations. As of July 12, 2014, we operated 157 full-service supermarkets under the banners of Tops and Orchard Fresh, with an additional five supermarkets operated by franchisees.

On November 14, 2013, Morgan Stanley Private Equity and other stockholders of Holding II, Tops MBO Corporation (“Tops MBO Co”) and Holding II signed a Purchase and Sale Agreement pursuant to which Tops MBO Co agreed to purchase substantially all of the common stock of Holding II (the “Management Purchase”). Tops MBO Co is owned and controlled by members of our management. The Management Purchase closed effective December 1, 2013. The Management Purchase was the result of arms’ length negotiations between the parties. Prior to the Management Purchase, members of management owned approximately 7% of the outstanding common stock of Holding II. As a result of the Management Purchase, management now beneficially owns all of the outstanding common stock of Holding II.

Forward-Looking Statements

This 10-Q contains forward-looking statements, which are generally statements about future events, plans, objectives and performance. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. These risks and uncertainties include, but are not limited to the following:

• current economic conditions and the impact of those conditions on consumer demand and spending and our pricing strategy;

• pricing and market strategies and expansion, consolidation and other activities of competitors, and our ability to respond to the promotional practices of competitors;

• our ability to effectively increase or maintain our profit margins;

• the success of our acquisition and remodel plans;

• fluctuations in utility, fuel and commodity prices which could impact consumer spending and buying habits and the cost of doing business;

• risks inherent in our fuel station operations;

• our exposure to local economies and other adverse conditions due to our geographic concentration;

• risks of natural disasters and severe weather conditions;

• supply problems with our suppliers and vendors;

• our relationships with unions and unionized employees, and the terms of future collective bargaining agreements or labor strikes;

• increased operating costs resulting from increase in minimum wage, rising employee benefit costs or pension funding obligations, including potential and asserted withdrawal liability under multiemployer pension plans;

• changes in, or the failure or inability to comply with, laws and governmental regulations applicable to the operation of our pharmacy and other businesses;

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• the adequacy of our insurance coverage including against claims of our customers in connection with our pharmacy services;

• estimates of the amount and timing of payments under our self-insurance policies;

• risks of liability under environmental laws and regulations;

• our ability to maintain and improve our information technology systems;

• events that give rise to actual or potential food contamination, drug contamination or food-borne illness or any adverse publicity relating to these types of concerns, whether or not valid;

• threats or potential threats to security;

• our ability to retain key personnel;

• risks of data security breaches or losses of confidential customer information;

• risks relating to our substantial indebtedness;

• claims or legal proceedings against us; and

• other factors discussed under “Risk Factors” in our Special Report on Form 10-K for the year ended December 28, 2013 and elsewhere in this 10-Q.

We caution that investors should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

BASIS OF PRESENTATION

We operate on a 52/53 week fiscal year ending on the Saturday closest to December 30. Our fiscal years include 13 four-week reporting periods, with an additional week in the thirteenth reporting period for 53-week fiscal years. Our first quarter of each fiscal year includes four reporting periods, while the remaining quarters include three reporting periods.

As a result of the Management Purchase, members of management now beneficially own all of the outstanding common stock of Holding II. The acquisition was accounted for as a purchase and “push down” accounting was required to be applied, with the result that purchase accounting adjustments were reflected in the Company’s financial statements. The application of “push down” accounting resulted in a new basis of accounting in which the total cost of the purchase of Holding II was allocated to the assets acquired and liabilities assumed using estimates of fair values based on a preliminary allocation of the Tops MBO Co purchase price. Accordingly, our financial statements refer to the Company in the period prior to the acquisition as “Predecessor” and in the period subsequent to the acquisition as “Successor.”

Our condensed consolidated financial statements for the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013 are unaudited, and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary for a fair statement of financial position and results of operations for such periods.

RECENT EVENTS AFFECTING OUR RESULTS OF OPERATIONS AND THE COMPARABILITY OF REPORTED RESULTS OF OPERATIONS

May 2013 Financing and Dividend Activities

On May 15, 2013, we issued $150.0 million of unsecured senior notes, bearing yearly cash interest of 8.75% (“Holding II Notes”). The proceeds from these notes were used to pay a $141.9 million dividend to our former shareholders. The dividend amount was determined based upon the amount of debt issuable on reasonable credit terms while maintaining acceptable leverage and interest coverage levels.

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RESULTS OF OPERATIONS

12-Week Period Ended July 12, 2014 Compared with 12-Week Period Ended July 13, 2013

Summary

The results of operations during the 12-week period ended July 12, 2014 when compared with the 12-week period ended July 13, 2013 were impacted by a $5.1 million decrease in net sales, primarily attributable to a 2.8% decrease in same store sales. Additionally, we experienced a $10.7 million reduction in operating expenses, largely related to a decrease in administrative expenses due to $6.8 million of bonuses paid during the 12-week period ended July 13, 2013 to stock option holders following the May 2013 dividend, and incremental stock-based compensation expense of $3.5 million during the 2013 period associated with stock option modifications.

Net Sales

The following table includes the components of our net sales for the 12-week periods ended July 12, 2014 and July 13, 2013.

(Dollars in thousands)

	12-week periods ended
	July 12, 2014		July 13, 2013		$ Change			% Change
	(Successor)		(Predecessor)
Inside sales	$	537,996	$	548,224		(10,228	)		(1.9	)%
Fuel sales		58,204		53,051		5,153			9.7	%
Net sales	$	596,200	$	601,275		(5,075	)		(0.8	)%

Inside sales, which are net sales excluding fuel sales, decreased due to a 2.8% decrease in same store sales. Same store sales is the change in period-over-period inside sales, excluding franchise revenue, for “same stores,” which are supermarkets that have been operating for at least 13 full four-week periods. The decrease in same store sales was partially attributable to the timing of the Easter holiday. The week following Easter, historically a poor sales week, occurred during the 2014 period versus the week prior to the 2013 period. This had an estimated 100 basis points impact on same store sales. The remaining same store sales decrease largely occurred in the first eight weeks of the 2014 period with improvement in the sales trend throughout the period. The decrease in same store sales was partially offset by the $4.4 million incremental contribution of four acquired supermarkets and two new supermarkets opened since May 2013.

Fuel sales increased due to a 6.2% increase in the number of gallons sold, primarily due to the addition of nine new fuel stations since May 2013. Additionally, the sales increase was impacted by a 3.3% increase in the average retail price.

Gross Profit

The following table includes a comparison of cost of goods sold, distribution costs and gross profit for the 12-week periods ended July 12, 2014 and July 13, 2013.

(Dollars in thousands)

	12-week period ended July 12, 2014			% of Net Sales			12-week period ended July 13, 2013			% of Net Sales			$ Change			% Change
	(Successor)						(Predecessor)
Cost of goods sold	$	(417,981	)		70.1	%	$	(418,934	)		69.7	%	$	953			0.2	%
Distribution costs		(11,064	)		1.9	%		(11,763	)		2.0	%		699			5.9	%
Gross profit	$	167,155			28.0	%	$	170,578			28.4	%	$	(3,423	)		(2.0	)%

The decrease in cost of goods sold was due to the decrease in net sales. As a percentage of net sales, the increase was largely due to a greater proportion of lower gross margin fuel sales, as well as a $0.6 million increase in last-in first-out (LIFO) inventory valuation expense. Distribution costs remained relatively consistent during the 12-week period ended July 12, 2014 compared with the 12-week period ended July 13, 2013.

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Operating Expenses

The following table includes a comparison of operating expenses for the 12-week periods ended July 12, 2014 and July 13, 2013.

(Dollars in thousands)

	12-week period ended July 12, 2014		% of Net Sales			12-week period ended July 13, 2013		% of Net Sales			$ Change			% Change
	(Successor)					(Predecessor)
Wages, salaries and benefits	$	80,242		13.5	%	$	80,787		13.4	%	$	(545	)		(0.7	)%
Selling and general expenses		28,015		4.7	%		26,874		4.5	%		1,141			4.2	%
Administrative expenses		14,903		2.5	%		27,072		4.5	%		(12,169	)		(45.0	)%
Rent expense		6,055		1.0	%		5,311		0.9	%		744			14.0	%
Depreciation and amortization		13,469		2.3	%		13,048		2.2	%		421			3.2	%
Advertising		5,423		0.9	%		5,682		0.9	%		(259	)		(4.6	)%
Total	$	148,107		24.8	%	$	158,774		26.4	%	$	(10,667	)		(6.7	)%

Wages, Salaries and Benefits

Wages, salaries and benefits remained relatively consistent during the 12-week period ended July 12, 2014 compared with the 12-week period ended July 13, 2013.

Selling and General Expenses

Selling and general expenses remained relatively consistent during the 12-week period ended July 12, 2014 compared with the 12-week period ended July 13, 2013.

Administrative Expenses

The decrease in administrative expenses is due to $6.8 million of bonuses paid during the 12-week period ended July 13, 2013 to stock option holders following the May 2013 dividend, and incremental stock-based compensation expense of $3.5 million during the 2013 period associated with stock option modifications. Additionally, normal bonus expense decreased $1.2 million based upon performance against budget metrics.

Rent Expense, Net

Rent expense reflects our rental expense for our supermarkets under operating leases, net of income we receive from various entities that rent space in our supermarkets under subleases. Rent expense remained relatively consistent during the 12-week period ended July 12, 2014 compared with the 12-week period ended July 13, 2013.

Depreciation and Amortization

Depreciation and amortization remained relatively consistent during the 12-week period ended July 12, 2014 compared with the 12-week period ended July 13, 2013.

Advertising

Advertising remained relatively consistent during the 12-week period ended July 12, 2014 compared with the 12-week period ended July 13, 2013.

Interest Expense, Net

The $2.6 million increase in interest expense is partially attributable to a $1.2 million increase in interest related to higher long-term debt levels, primarily the result of our May 2013 financing activities. Also, there was a $1.4 million increase in interest related to capital lease obligations due to acquisition accounting for the Management Purchase that resulted in the reset of repayment amortization schedules.

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Income Tax (Expense) Benefit

The income tax expense for the 12-week period ended July 12, 2014 primarily reflects the recognition of additional valuation allowance associated with indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (158.2)%. The effective tax rate would have been 23.2% without the impact of the valuation allowance establishment.

The income tax expense for the 12-week period ended July 13, 2013 primarily reflects the recognition of additional valuation allowance associated with indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (7.7)%. The effective tax rate would have been 43.0% without the impact of adjustments to the valuation allowance.

Net Loss

Our net loss decreased $4.6 million during the 12-week period ended July 12, 2014 compared with the 12-week period ended July 13, 2013 for the reasons described above.

28-Week Period Ended July 12, 2014 Compared with 28-Week Period Ended July 13, 2013

Summary

The results of operations during the 28-week period ended July 12, 2014 when compared with the 28-week period ended July 13, 2013 were impacted by four acquired supermarkets and three new supermarkets opened since April 2013. Operating income was negatively impacted by an increase in utility costs of $4.4 million. Additionally, our 2013 results reflect $6.8 million of bonuses paid to stock option holders following the May 2013 dividend, and incremental stock-based compensation expense of $3.5 million associated with stock option modifications.

Net Sales

The following table includes the components of our net sales for the 28-week periods ended July 12, 2014 and July 13, 2013.

(Dollars in thousands)

	28-week periods ended
	July 12, 2014		July 13, 2013		$ Change		% Change
	(Successor)		(Predecessor)
Inside sales	$	1,226,452	$	1,217,415	$	9,037		0.7	%
Fuel sales		126,287		119,669		6,618		5.5	%
Net sales	$	1,352,739	$	1,337,084	$	15,655		1.2	%

Inside sales, which are net sales excluding fuel sales, increased due to the $14.5 million incremental contribution of four acquired supermarkets and three new supermarkets opened since April 2013. The increase was partially offset by a 0.6% decrease in same store sales. Same store sales is the change in period-over-period inside sales, excluding franchise revenue, for “same stores,” which are supermarkets that have been operating for at least 13 full four-week periods.

Fuel sales increased due to a 6.3% increase in the number of gallons sold, primarily due to the addition of nine new fuel stations since May 2013. This was partially offset by a 0.7% decrease in the average retail price.

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Gross Profit

The following table includes a comparison of cost of goods sold, distribution costs and gross profit for the 28-week periods ended July 12, 2014 and July 13, 2013.

(Dollars in thousands)

	28-week period ended July 12, 2014			% of Net Sales			28-week period ended July 13, 2013			% of Net Sales			$ Change			% Change
	(Successor)						(Predecessor)
Cost of goods sold	$	(944,616	)		69.8	%	$	(932,085	)		69.7	%	$	(12,531	)		(1.3	)%
Distribution costs		(26,831	)		2.0	%		(26,280	)		2.0	%		(551	)		(2.1	)%
Gross profit	$	381,292			28.2	%	$	378,719			28.3	%	$	2,573			0.7	%

As a percentage of net sales, cost of goods sold and distribution costs remained relatively consistent during the 28-week period ended July 12, 2014 compared with the 28-week period ended July 13, 2013.

Operating Expenses

The following table includes a comparison of operating expenses for the 28-week periods ended July 12, 2014 and July 13, 2013.

(Dollars in thousands)

	28-week period ended July 12, 2014		% of Net Sales			28-week period ended July 13, 2013		% of Net Sales			$ Change			% Change
	(Successor)					(Predecessor)
Wages, salaries and benefits	$	187,200		13.8	%	$	184,832		13.8	%	$	2,368			1.3	%
Selling and general expenses		69,467		5.1	%		63,182		4.7	%		6,285			9.9	%
Administrative expenses		34,976		2.6	%		49,326		3.7	%		(14,350	)		(29.1	)%
Rent expense		14,273		1.1	%		12,876		1.0	%		1,397			10.8	%
Depreciation and amortization		30,955		2.3	%		30,052		2.2	%		903			3.0	%
Advertising		11,762		0.9	%		11,449		0.9	%		313			2.7	%
Total	$	348,633		25.8	%	$	351,717		26.3	%	$	(3,084	)		(0.9	)%

Wages, Salaries and Benefits

As a percentage of net sales, wages, salaries and benefits remained relatively consistent during the 28-week period ended July 12, 2014 compared with the 28-week period ended July 13, 2013.

Selling and General Expenses

The increase in selling and general expenses is largely the result of a $4.4 million increase in utility costs, attributable to higher electricity commodity costs, as well as greater usage given colder than normal winter temperatures. Elevated utility costs are not expected to continue as commodity costs have returned to more normalized levels.

Administrative Expenses

The decrease in administrative expenses is due to $6.8 million of bonuses paid during the 28-week period ended July 13, 2013 to stock option holders following the May 2013 dividend, and incremental stock-based compensation expense of $3.5 million during the 2013 period associated with stock option modifications. Additionally, normal bonus expense decreased $1.3 million based upon year-to-date performance against budget metrics.

Rent Expense, Net

Rent expense reflects our rental expense for our supermarkets under operating leases, net of income we receive from various entities that rent space in our supermarkets under subleases. Rent expense remained relatively consistent during the 28-week period ended July 12, 2014 compared with the 28-week period ended July 13, 2013.

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Depreciation and Amortization

Depreciation and amortization remained relatively consistent during the 28-week period ended July 12, 2014 compared with the 28-week period ended July 13, 2013.

Advertising

Advertising remained relatively consistent during the 28-week period ended July 12, 2014 compared with the 28-week period ended July 13, 2013.

Interest Expense, Net

The $8.7 million increase in interest expense is attributable to a $6.1 million increase in interest related to higher long-term debt levels, primarily the result of our May 2013 financing activities. Also, there was a $2.6 million increase in interest related to capital lease obligations due to acquisition accounting for the Management Purchase that resulted in the reset of repayment amortization schedules.

Income Tax Benefit (Expense)

The income tax benefit for the 28-week period ended July 12, 2014 primarily reflects the loss before income taxes, net of the recognition of valuation allowance associated with indefinite-lived tradename and goodwill deferred tax liabilites. The overall effective tax rate was 17.2%. The effective tax rate would have been 41.5% without the impact of the valuation allowance establishment.

The income tax expense for the 28-week period ended July 13, 2013 primarily reflects the recognition of additional valuation allowance associated with indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (9.2)%. The effective tax rate would have been 19.5% without the impact of adjustments to the valuation allowance.

Net Loss

Our net loss increased $0.2 million during the 28-week period ended July 12, 2014 compared with the 28-week period ended July 13, 2013 for the reasons described above.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of cash are cash flows generated from our operations and borrowings under our 2017 ABL Facility. Our 2017 ABL Facility allows a maximum borrowing capacity of $125.0 million, subject to a borrowing base calculation, with an option for future upsizing with up to $50.0 million of incremental commitments if certain conditions are met. As of July 12, 2014, the unused availability under our 2017 ABL Facility was $37.1 million, after giving effect to the borrowing base calculation, $22.3 million of letters of credit outstanding and $50.0 million borrowings outstanding. We expect that cash generated from operations and availability under our 2017 ABL Facility will permit us to fund our debt service requirements, investments in working capital, capital expenditures, acquisitions and other cash requirements for at least the next twelve months. We do not expect to make dividends of significant size in the near future; however, we may pay dividends to our stockholders from time to time. Our financial flexibility will depend upon our future operating performance, which will be affected by prevailing economic conditions in the grocery industry and financial, business, and other factors, some of which are beyond our control. Although unforeseen, if faced with limited financial flexibility, we could readily respond through the control of variable operating expenses (for example, by adjusting employment levels) and through the scale back of planned capital expenditure and acquisition activities.

On December 1, 2013, the Management Purchase was consummated. Of the total cash consideration of $20.9 million, $4.3 million was funded through the use of available Company cash. Additionally, we incurred $15.8 million of transaction costs, of which $0.6 million had been paid as of December 28, 2013, with substantially the entire remaining amount paid during the 28-week period ended July 12, 2014. On May 15, 2013, Holding II issued the Holding II Notes. The proceeds from these notes were used to pay a $141.9 million dividend to Holding II’s former stockholders.

On December 15, 2014, semi-annual cash interest payments totaling $27.0 million are payable related to our Holding I Notes and Holding II Notes. We expect these payments will be funded through cash from operations and availability under our 2017 ABL Facility. No principal amounts are payable related to these senior notes until their respective maturities on December 15, 2017 and June 15, 2018.

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Cash Flows Information

The following is a summary of cash provided by or used in each of the indicated types of activities:

(Dollars in thousands)

	28-week periods ended
	July 12, 2014			July 13, 2013
	(Successor)			(Predecessor)
Cash provided by (used in):
Operating activities	$	27,190		$	31,727
Investing activities		(21,162	)		(33,584	)
Financing activities		(4,455	)		(2,119	)

Cash provided by operating activities for the 28-week period ended July 12, 2014 decreased $4.5 compared with the 28-week period ended July 13, 2013 due to a $5.9 million decrease in earnings, adjusted for non-cash income and expenses. This decrease was partially due to a $4.4 million increase in utility costs, primarily attributable to higher commodity costs for electricity. Additionally, we experienced a $6.1 million increase in interest expense attributable to higher long-term debt levels as a result of our May 2013 financing activities. Changes in operating assets and liabilities represented a use of cash of $2.5 million during the 28-week period ended July 12, 2014, compared with $3.9 million during the 28-week period ended July 13, 2013. We paid transaction costs of $15.2 million during the 28-week period ended July 12, 2014 related to the Management Purchase. This was largely offset by the timing of vendor payments and the resulting changes in accounts payable during the respective periods. Our cash provided by operating activities for the 28-week period ended July 12, 2014 of $27.2 million was less than our cash-based interest expense during the same period of $42.0 million due to the factors previously described.

Cash used in investing activities during the 28-week period ended July 12, 2013 decreased $12.4 million compared with the 28-week period ended July 12, 2013 due to cash consideration of $6.0 million paid in connection with the acquisition of four independent supermarkets during May 2013 and decreased capital expenditure investments. We expect to invest $35 million to $40 million in capital expenditures during Fiscal 2014, excluding potential acquisitions.

Cash used in financing activities increased $2.3 million during the 28-week period ended July 12, 2014 compared with the 28-week period ended July 13, 2013. The increase reflects an $11.6 million change in revolving credit facility activity from net borrowings of $6.8 million during the 2013 period to net repayments of $4.8 million during the 2014 period. The 2014 period also includes $4.7 million of dividends to Tops MBO Co. Largely offsetting these impacts were $12.8 million of proceeds from the sale of three supermarket locations during March 2014 as part of a sale-leaseback financing transaction.

Multiemployer Pension Plans

We contribute to the Local One plan, a defined benefit multiemployer pension plan, under our collective bargaining agreements with Local One. The Local One plan generally provides retirement benefits to participants based on their service to contributing employers. We are contingently liable for withdrawal liability in the event that we withdraw from the Local One plan. The actuary for the Local One plan has estimated that, as of December 31, 2012, our withdrawal liability would have been approximately $334.4 million in the event of our complete withdrawal from the Local One plan during the 2013 plan year. We have not yet received an estimate for a withdrawal occurring in 2014. In accordance with applicable accounting rules, our contingent withdrawal liability is not included in our consolidated financial statements. We do not intend to withdraw from the Local One plan. During the 28-week periods ended July 12, 2014 and July 13, 2013, we made contributions of $5.7 million and $5.4 million, respectively, to this plan. We are required to increase our annual contributions to the Local One plan pursuant to our current collective bargaining agreements and the Local One plan’s current rehabilitation plan.

As a result of our acquisition of Erie Logistics from C&S in December 2013, we became obligated to contribute to the New York State Teamsters Conference Pension and Retirement Fund (the “Fund”). During the 28-week period ended July 12, 2014, we tendered contributions of $2.3 million to the Fund. We are required to increase our annual contributions to the Fund pursuant to the collective bargaining agreements with Teamsters Local 264 and the Fund’s current rehabilitation plan. As discussed in Note 9 to the condensed consolidated financial statements in Item 1 of this 10-Q, the Fund rejected and returned these payments.

We are also contingently liable for withdrawal liability in the event of a withdrawal from the Fund, which includes any withdrawal liability imposed on Erie Logistics for which C&S is jointly liable. In late January 2014, we received notice that the Fund had suspended Erie Logistics as a participating employer in the Fund pending the Fund’s investigation into the acquisition.

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Notwithstanding the suspension, we continued to tender contributions to the Fund for the Erie Logistics associates as required by the collective bargaining agreements with Teamsters Local 264. The Fund has rejected and returned these contributions to date. We have established a separate interest bearing account to hold these contributions.

On May 27, 2014, the Fund provided notice to Erie Logistics and C&S of its determination that Erie Logistics’ incurred employer withdrawal liability as a result of the acquisition. The notice provides that Erie Logistics owes withdrawal liability of $183.7 million, payable in a lump sum or in monthly installments of $641,514 for 240 months. If it were ultimately determined that Erie Logistics incurred a withdrawal liability to the Fund, the Company would bear financial responsibility for this liability. Although we will vigorously contest the withdrawal determination, during the pendency of the proceeding to contest such determination, ERISA requires that conditional monthly payments of withdrawal liability be made that began July 28, 2014. These monthly conditional payments of withdrawal liability are in addition to pension contributions the Company may make in replacement of the contributions formerly made to the Fund for the benefit of the Erie Logistics’ associates.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, net sales, expenses, results of operations, liquidity, capital expenditures or capital resources.

Inflation

Product cost inflation could vary from our estimates due to general economic conditions, weather, availability of raw materials and ingredients in the products that we sell and their packaging, and other factors beyond our control.

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods.

Refer to Holding II’s audited consolidated financial statements as of December 28, 2013 for a description of certain critical accounting policies, including those related to vendor allowances, inventory valuation, valuation of tradename, valuation of long-lived assets, acquisition accounting, leases, self-insurance programs and income taxes.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We use derivative financial instruments from time to time primarily to manage our exposure to fluctuations in interest rates and, to a lesser extent, adverse fluctuations in commodity prices and other market risks. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets.

We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of variable and fixed rate debt, and interest rate swaps. As of July 12, 2014, we did not have any outstanding interest rate swaps designated as fair value or cash flow hedges.

The table below provides information about our outstanding debt as of July 12, 2014. The amounts shown for each year represent the contractual maturities of long-term debt, excluding capital lease obligations. Interest rates reflect the weighted average rates for the outstanding instruments. The Fair Value column includes the fair value of our debt instruments as of July 12, 2014. Refer to Note 1 of our condensed consolidated financial statements in Item 1 of this 10-Q for information about our accounting policy for financial instruments.

(Dollars in thousands)

	Expected Fiscal Year of Maturity
	Remainder of 2014			2015			2016			2017			2018			Thereafter			Fair Value
Debt
Fixed rate	$	852		$	1,977		$	2,069		$	460,799		$	150,036		$	436		$	663,563
Average interest rate		4.5	%		4.6	%		4.6	%		8.9	%		8.7	%		4.0	%
Variable rate	$	—		$	—		$	—		$	50,000		$	—		$	—		$	50,000
Average interest rate		N/A			N/A			N/A			2.0	%		N/A			N/A

COMMODITY PRICE RISK

We purchase products that are impacted by commodity prices and are therefore subject to price volatility caused by weather, market conditions and other factors, which are not considered predictable or within our control.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of July 12, 2014, the Chief Executive Officer and the Chief Financial Officer, together with certain designated members of the finance and accounting organization, evaluated the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective as of July 12, 2014.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in the Company’s internal control over financial reporting during the 28-week period ended July 12, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The disclosure contained under the heading “Multiemployer Pension Plan” in Note 9 to the condensed consolidated financial statements contained in Item 1 of this report is hereby incorporated by reference.

The Company is also subject to various claims and legal proceedings which arise in the ordinary course of business. While the outcome of these claims and proceedings cannot be predicted with certainty, management does not believe that the outcome of any of these claims and proceedings will have a material effect on our results of operations, financial position or cash flows.

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ITEM 1A. RISK FACTORS

There are no material changes from risk factors for the Company disclosed in the Company’s Special Report on Form 10-K for the fiscal year ended December 28, 2013 except as follows:

A determination that there has been a withdrawal from the New York State Teamsters Conference Pension and Retirement Fund (the “Fund”), or that the Company has violated the collective bargaining agreements with Teamsters Local 264 by failing to participate in the Fund could result in significant financial exposure to us.

On December 22, 2013, Tops Markets acquired all of the membership interests of Erie Logistics and certain other assets from C&S. Erie Logistics operates the Company’s warehouse distribution facilities located in Lancaster and Cheektowaga, New York and employs the warehouse and driver personnel at such facilities, all of whom are represented by Teamsters Local 264. Under its supply agreement with Tops Markets, C&S, through Erie Logistics, had operated the facilities since 2002.

In late January 2014, the Company received notice that the New York State Teamsters Conference Pension and Retirement Fund (the “Fund”) had suspended Erie Logistics as a participating employer in the Fund pending the Fund’s investigation into the acquisition. This suspension was retroactive to the effective date of the acquisition of Erie Logistics from C&S. During this “suspension” the Company continued to make contributions to the Fund as required by the collective bargaining agreements with Teamsters Local 264. The Fund rejected and returned these contributions. During the 28-week period ended July 12, 2014, these rejected contributions totaled $2.3 million. On May 27, 2014, the Fund provided Erie Logistics and C&S of its determination that Erie Logistics incurred employer withdrawal liability as a result of the acquisition. The notice provides that Erie Logistics owes withdrawal liability of $183.7 million, payable in a lump sum or in monthly installments of $641,514 for 240 months.

The Company believes that the Fund’s determination of a withdrawal violates ERISA, the existing participation agreements between Erie Logistics and the Fund, and the fiduciary duties of the trustees of the Fund. The Company intends to vigorously contest this determination initially through mandatory arbitration under ERISA.

The Company has not recorded any reserve for this matter as a loss is not considered probable. If it were ultimately determined that Erie Logistics has incurred a withdrawal liability withdrawal to the Fund, the Company would bear financial responsibility for the liability. Under the terms of the purchase agreement for the acquisition, and as a continuation of our prior contractual obligations, the Company retains the obligation to indemnify C&S in the event withdrawal liability is imposed on Erie Logistics for which C&S is jointly liable. During the pendency of the proceeding to contest the withdrawal determination, ERISA requires that conditional monthly payments of withdrawal liability be made, which began July 28, 2014. The monthly conditional payments of withdrawal liability are in addition to pension contributions the Company is required to make for the benefit of Erie Logistics’ associates under the collective bargaining agreements with Teamsters Local 264 which, as noted, the Fund has refused to accept.

On July 28, 2014, Teamsters Local 264 filed a grievance charging a violation of its collective bargaining agreements with the Company by reason of the Company’s failing to participate in the Fund. An adverse disposition of this grievance could have a significant impact on the Company.

ITEM 5. OTHER INFORMATION

On August 20, 2014, Tops Markets LLC entered into “at-will” employment agreements with Frank Curci, President and CEO, William Mills, Senior Vice President and CFO, Kevin Darrington, Chief Operating Officer, John Persons, Senior Vice President of Operations, Jack Barrett, Senior Vice President of Human Resources and Lynne Burgess, Senior Vice President and General Counsel. Under the employment agreements, each executive is entitled to annual salary in an amount set by the Board of Directors, an annual target bonus in an amount determined as a percentage of annual salary, four weeks paid vacation and use of an automobile, and to participate in all Company provided incentive and employee benefit plans and programs applicable to senior executives. In the event of a termination of employment without cause (other than as a result of death or disability), each executive is entitled to a severance benefit consisting, in part, of a lump sum payment equal to two times annual base salary and target bonus for the year in which termination occurs, payable in a lump sum, and payment of the employee portion of 18 months continuing coverage under COBRA. This brief description of the employment agreements is subject to the full text of each agreement, all of which are attached to this report as exhibits 10.14 through 10.19.

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ITEM 6. EXHIBITS

Exhibit No.
10.13	Second Amendment to Amended and Restated Credit Agreement dated as of August 19, 2014 by and among Tops Markets LLC, the other borrowers and guarantors parties thereto, Bank of America, N.A. and the lenders party thereto.
10.14	Executive Employment Agreement, dated as of August 20, 2014, between Frank Curci and Tops Markets, LLC.
10.15	Executive Employment Agreement, dated as of August 20, 2014, Kevin Darrington and Tops Markets, LLC.
10.16	Executive Employment Agreement, dated as of August 20, 2014, between John Persons and Tops Markets, LLC.
10.17	Executive Employment Agreement, dated as of August 20, 2014, between Jack Barrett and Tops Markets, LLC.
10.18	Executive Employment Agreement, dated as of August 20, 2014, between Lynne Burgess and Tops Markets, LLC.
10.19	Executive Employment Agreement, dated as of August 20, 2014, between William R. Mills and Tops Markets, LLC.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from the quarterly report on Form 10-Q of Tops Holding II Corporation for the quarter ended July 12, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Comprehensive Loss, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Condensed Consolidated Financial Statements.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TOPS HOLDING II CORPORATION
By:	/s/ William R. Mills
	William R. Mills
	Senior Vice President, Chief Financial Officer and Director
	August 25, 2014

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EX-10.13

Exhibit 10.13

EXECUTION VERSION

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of August 19, 2014 by and among

TOPS MARKETS, LLC, a New York limited liability company, for itself and as agent (in such capacity, the “Lead Borrower”) for the Borrowers named herein;

The BORROWERS party hereto;

The GUARANTORS party hereto;

The LENDERS party to the Credit Agreement referred to below; and

BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders (as defined below, the “Lenders”);

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Guarantors, the Lenders, the Administrative Agent, and the Collateral Agent, among others, have entered into a certain Amended and Restated Credit Agreement dated as of December 14, 2012 (as amended and in effect, the “Credit Agreement”); and

WHEREAS, the Loan Parties, the Required Lenders and the Administrative Agent desire to modify certain provisions of the Credit Agreement as provided herein.

NOW THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:

1. Incorporation of Terms and Conditions of Credit Agreement. All of the terms and conditions of the Credit Agreement (including, without limitation, all definitions set forth therein) are specifically incorporated herein by reference. All capitalized terms not otherwise defined herein shall have the same meanings as in the Credit Agreement, as applicable.

2. Representations and Warranties. Each Loan Party hereby represents and warrants that as of the Second Amendment Effective Date, after giving effect to this Amendment, (i) no Default or Event of Default by the Loan Parties exists under the Credit Agreement or under any other Loan Document, and (ii) all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material

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respects (or, in the case of any representation and warranty qualified by materiality, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) as of such earlier date.

3. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

a. Amendments to Article I.

i. The provisions of Section 1.01 of the Credit Agreement are hereby amended by adding the following new definitions thereto in appropriate alphabetical order:

“Second Amendment” means that certain Second Amendment to Amended and Restated Credit Agreement dated August 19, 2014 by and among the Borrowers, the Guarantors, the Required Lenders and the Agents.

“Second Amendment Effective Date” means August 19, 2014.

ii. The definition of “Measurement Period” in Section 1.01 of the Credit Agreement is hereby amended by adding to the end thereof the phrase “for which internal financial statements have been delivered or have been required to be delivered hereunder.”

iii. The definition of “Payment Conditions” in Section 1.01 of the Credit Agreement is hereby amended by deleting clause (b)(i) thereof in its entirety and by substituting the following in its stead:

“(i) the Borrowers have projected Availability on a Pro Forma Basis for each of the seven (7) Fiscal Periods immediately following such transaction or payment greater than (x) at any time until to the Determination Date, 50% of the Loan Cap, and (y) after the Determination Date, 25% of the Loan Cap,”

iv. The definition of “Tax Distributions” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Tax Distributions” means Restricted Payments made to a direct or indirect holder of an Equity Interest of a Loan Party in respect of any taxable period in an aggregate amount for all such holders equal to the product of (a) the taxable income of the Loan Parties for such period and (b) the highest combined marginal federal, state and local tax rate

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applicable to individuals living in New York City, provided that Tax Distributions may be made not more frequently than quarterly with respect to each period for which an installment of estimated tax would be required to be paid by the direct or indirect holders of Equity Interests of the Loan Parties, except that an additional final Tax Distribution may be made after the final taxable income of the Loan Parties has been determined.

b. Amendments to Section 7.06. The provisions of Section 7.06 of the Credit Agreement are hereby amended as follows:

i. Subsections (e) and (f) of Section 7.06 of the Credit Agreement are each hereby amended by deleting the term “Restricted Payment Conditions” therein and replacing it with the term “Payment Conditions”.

ii. Section 7.06 of the Credit Agreement is hereby further amended by deleting the sentence at the end thereof in its entirety and by substituting the following in its stead:

“Notwithstanding the foregoing, from the First Amendment Effective Date until the Determination Date, the Borrowers shall not make any Restricted Payments under Sections 7.06(e) or (f) above other than (i) payment of fees and expenses related to the Tops Holding Acquisition, (ii) Restricted Payments to Tops Holding II Corporation to make payments of interest on the 8.750%/9.500% Senior Notes of Tops Holding II Corporation and (iii) so long as no Event of Default has occurred and is continuing, other Restricted Payments by the Lead Borrower to the Parent (and the Parent may make Restricted Payments to the holders of its Equity Interests in a like amount) in an amount not to exceed $14,000,000 in the aggregate, so long as, with respect to clauses (i) and (ii) above, (x) the Availability Condition has been satisfied and (y) the Consolidated Fixed Charge Coverage Ratio, calculated based upon the most recent Measurement Period, was equal to or greater than 1.00:1.00; provided that after the Determination Date, the foregoing in this sentence shall be of no further force and effect.”

4. Conditions to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Agents:

a. This Amendment shall have been duly executed and delivered by the Loan Parties and the Required Lenders, and the Administrative Agent shall have received a fully executed copy hereof.

b. After giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing. The Agents and the Lenders hereby acknowledge and agree that to their actual knowledge, no Default or Event of Default has occurred and is continuing as of the date hereof.

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5. Binding Effect. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their heirs, representatives, successors and assigns.

6. Expenses. The Loan Parties shall reimburse the Agents for all costs, fees and expenses incurred in connection herewith, including, without limitation, reasonable attorneys’ fees in accordance with the terms of the Credit Agreement.

7. Multiple Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and together which shall constitute but one and the same instrument.

8. Governing Law. This Amendment shall be construed, governed, and enforced pursuant to the laws of the State of New York.

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as a sealed instrument as of the date first above written.

TOPS MARKETS, LLC, as Lead Borrower and as a Borrower
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	President & CEO
TOPS PT, LLC, as a Borrower
By:	TOPS MARKETS, LLC, as sole member
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	President & CEO
TOPS HOLDING LLC, as a Guarantor
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	President & CEO
TOPS GIFT CARD COMPANY, LLC, as a Guarantor
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	President & CEO
ERIE LOGISTICS LLC, as a Guarantor
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	President & CEO

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BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent, and as a Lender
By:	/s/ Roger Malouf
Name:	Roger Malouf
Title:	Director

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WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Brent E. Shay
Name:	Brent E. Shay
Title:	Director

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EX-10.14

Exhibit 10.14

Tops Markets, LLC

6363 Main Street

Williamsville, New York 14221

August 20, 2014

Frank Curci

8968 Connemara Lane

Clarence Center, NY 14032

Dear Frank:

This agreement confirms the terms of your employment for as long as you are employed by Tops Markets, LLC (“Tops Markets”) or any of its affiliates (together, the “Company”).

1. General

During the term of your employment, you will serve as Chairman of the Board, President and Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”). Subject to the direction and supervision of the Board and the Company’s policies in effect from time to time, you will have supervision and control over, and responsibility for, such management and operational functions of the Company as are normally assigned to a person in such position or as may reasonably change from time to time, and shall have such other powers and duties as may from time to time be prescribed by the Board, consistent with the duties and authorities normally afforded to a chief executive officer of a company of the general size and type of the Company.

For so long as you are employed by the Company, excluding any periods of vacation and disability leave to which you are entitled, you will devote your full business time and efforts, to the best of your ability, experience and talent, to the business and affairs of the Company. You shall not be a member of the board of directors or other comparable governing body of any other for-profit entity, or be employed by or act as a consultant to, or otherwise directly or indirectly engage in any other business activity on behalf of any other entity, in each case, without the prior written consent of the Company.

2. Compensation

In addition to your annual base salary as set by the Board from time to time (“Annual Base Salary”), for so long as you are employed by the Company, you will be eligible to receive an annual cash bonus (the “Annual Bonus”) in a target amount equal to 100% of your Annual Base Salary, determined and payable under and in accordance with the General Management Incentive Plan of the Company as in effect from time to time.

3. Benefits

For so long as you are employed by the Company, you will be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to senior executives of the Company. You will also be eligible for participation in all welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company.

You will be entitled to receive reimbursement for all reasonable and documented out-of-pocket expenses incurred by you in connection with the performance of your duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

For so long as you are employed by the Company, the Company shall provide you with the use of an automobile in accordance with the Company’s policies.

For so long as you are employed by the Company, you will be entitled to holidays and four weeks paid vacation in accordance with the policies of the Company applicable to other senior executives of the Company generally.

Your employment with the Company will be “at-will,” and you understand that either the Company or you may terminate your employment at any time, with or without Cause (as defined below), with no prior notice. No course of action typically followed by the Company, oral statement by any agent of the Company or statement in any benefits or policy manual or similar document describing the Company’s policies or procedures shall eliminate or limit the Company’s right to terminate your employment at any time, with or without Cause, unless such statement is in writing, is signed by an officer of the Company, and explicitly states that it is the intention to change your at-will employment into an employment for a term of years.

4. Termination

a. If your employment with the Company is terminated without Cause (other than by reason of your death or Disability (as defined below) or voluntary resignation), the Company will provide you with the following severance payments and/or benefits:

(i) (A) on the date on which you would have received the next installment of your Annual Base Salary following the date on which such termination is effective (the “Termination Date”) had you then been employed by the Company, the Company will pay you a lump sum in the amount of your accrued but unpaid Annual Base Salary through the Termination Date, and (B) within 45 days of the Termination Date, the Company will pay you a lump sum in the amount of any unpaid reimbursable expenses and any unpaid amounts to which you are entitled to be paid by the Company pursuant to any of the Company’s welfare benefit plans or programs in which you participated while you were employed by the Company (in the manner and in accordance with the terms of such plans and programs, in each case through the Termination Date) (“Accrued Obligations”);

(ii) subject to Section 5a. below, the Company will make a payment to you equal to two times your Annual Base Salary as of the Termination Date. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state withholding, FICA and Medicare contributions;

(iii) subject to Section 5a. below, the Company will make a payment to you equal to the amount of your target Annual Bonus for the year in which the Termination Date occurs, prorated for the number of whole months you were employed during such year. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions;

(iv) subject to Section 5a. below, the Company will make a payment to you equal to two times the amount of your target Annual Bonus for the year in which the Termination Date occurs. Such amount shall be payable in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions; and

(v) subject to Section 5a. below, the Company will make a payment to you equal to the economic equivalent of eighteen months of the employee portion of the cost of continued medical, dental and vision coverage pursuant to COBRA (defined below) under the Company’s health and dental plans in which you or your covered family members are participating on the Termination Date, and in which you are eligible to continue participating under COBRA (the “Medical Payment”), payable in a lump sum, less appropriate deductions for federal, state tax withholding, FICA and Medicare contributions.

For purposes of this subparagraph (v) your Termination Date is a “qualifying event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). As such, if you or your covered family members elect to continue coverage under the Company’s health and dental plans, the maximum COBRA coverage period will begin on this date.

b. If your employment is terminated by the Company with Cause or by you for any reason, then the Company shall have no further payment obligations to you other than (i) for payment of the Accrued Obligations, and (ii) as otherwise required under COBRA.

c. If your employment is terminated due to your death or Disability (as defined below), the Company shall have no further payment obligations to you (or your legal representative, as applicable) other than for: (i) payment of the Accrued Obligations; (ii) payment equal to the amount of your target Annual Bonus for the year in which the death or Disability occurs, prorated for the number of whole months you were employed during such year, subject to paragraph 5a below; (iii) continuance of benefits under the Company’s welfare benefit plans in which you or your covered family members are participating through the Termination Date; and (iv) as otherwise required under COBRA.

d. As used herein, the term “Cause” means (i) the willful failure by you to perform such duties as are reasonably requested by the Board, and such failure shall have continued for a period of ten (10) days after the Board gives written notice to you specifying such failure, (ii) the failure by you to observe material Company policies generally applicable to employees of the Company, (iii) gross negligence or willful misconduct by you in the performance of your duties as an employee of the Company, (iv) the commission by you of any act of fraud, theft or financial dishonesty with respect to the Company, (v) your indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude, (vi) breach of any material provision of this agreement or any other agreements with the Company, (vii) your failure to obtain or retain any permits, licenses or approvals which may be required by any state or local authorities in order to permit you to continue employment in the ordinary course with the Company, (viii) any act or omission by you that is materially injurious (financially or otherwise) to the Company or its reputation, (ix) your chronic absenteeism or (x) the use of alcohol in the workplace, including being under the influence of alcohol in the workplace, or any illegal drug use by you. The Board shall determine whether Cause for termination exists.

e. As used herein, the term “Disability” means your incapacity due to physical or mental illness that (i) shall have prevented you from performing your duties for the Company on a full-time basis for more than 180 days, or (ii) (x) the Board determines is likely to prevent you from performing such duties for such a 180-day period and (y) 30 days have elapsed since delivery to you of the Board’s determination and you have not resumed such performance (in which case the Termination Date in the case of a termination for “Disability” pursuant to this clause (ii) shall be deemed to be the last day of such 30-day period).

5. Termination Obligations

a. The Company’s obligations to make any payments hereunder in respect of any termination of your employment, other than payment of the Accrued Obligations, will be conditioned upon your execution and delivery of a customary general release in form and substance satisfactory to the Company (the “Release”). Payment of any severance payment or benefit (other than Accrued Obligations) will be made as soon as practicable, but no later than 60 days, after your Termination Date, provided (i) you have executed and submitted the Release; (ii) the statutory period, if any, during which you are entitled to revoke the Release has expired; and (iii) for any amounts subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) if the 60-day period begins in one calendar year and ends in the subsequent calendar year, payment will be made in the subsequent calendar year. Subject to your execution and delivery of the Release in accordance with this paragraph, in no event shall any lump sum payable to you under this agreement be paid later than March 15^th of the year following the year in which the Termination Date occurs.

b. Upon termination of your employment hereunder, you shall return any and all of the Company’s property, including, without limitation, all computers and other electronic devices, automobiles, keys, credit cards, identification tags, documents, files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, which you may then possess or have under your control.

c. Notwithstanding anything to the contrary contained herein, upon termination of your employment for any reason, you shall be deemed to have given the Company notice of your resignation from any and all positions as officer of the Company and as member of the Board or other similar governing body of the Company, to the extent applicable.

d. Following the Termination Date, you shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company in the pursuit, defense or investigation of any claim, administrative charge or cause of action by, against or concerning the Company as to which you, by virtue of your employment with the Company, have relevant knowledge or information, including by acting as the Company’s representative in any such proceeding, and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse you for your reasonable documented out-of-pocket expenses in complying with this Section 5d. The Company shall compensate you as an independent contractor in respect of such cooperation in an amount per day equal to a prorated portion of your Annual Base Salary as of the Termination Date.

6. Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/Non-Disparagement

a. For so long as you are employed by the Company and for two (2) years after the Termination Date (the “Non-Compete Period”), you shall not, and shall not permit any of your affiliates to, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any activity or represent any business whether now existing or hereafter established that directly competes with (or proposes or plans to compete with) the Company in any market area in which the Company operates in any line of business engaged in or under development by the Company as of your Termination Date; nor shall you entice, induce or encourage any of the Company’s other employees to engage in any activity which, were it done by you, would violate any provision hereof.

b. During the Non-Compete Period, you agree that you will not, directly or indirectly: (i) attempt to contact, recruit or solicit any customers of the Company; (ii) enter into any agreement with any party to recruit or solicit such customers; (iii) request any customers of the Company to curtail or cancel their business with the Company; (iv) induce or attempt to induce any employee of the Company to leave the Company’s employment; (v) assist any other person or entity in requesting or inducing any such employee of the Company to leave such employment; or (vi) induce or attempt to induce any employee of the Company to join with you in any capacity, directly or indirectly.

c. From and after the date hereof, you will not disclose or use at any time, any Confidential Information of which you are or become aware, whether or not such information is developed by you, except to the extent that such disclosure or use (i) is directly related to and required by your performance in good faith of duties assigned to you by the Company, or (ii) is required by applicable law. In the event you are requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, you will notify the Company promptly in writing so that the Company may seek an appropriate protective order. Any required disclosure made shall be no more extensive than is necessary to meet the minimum requirement imposed on you. Without limiting the provisions of the last paragraph of Section 5, you shall deliver to the Company on the Termination Date, or at any time the Company may request, all files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, relating to the Confidential Information or the Work Product (as defined below) of the business of the Company which you may then possess or have under your control.

d. As used herein, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by you while employed by the Company or any predecessors thereof (including those obtained prior to the date hereof) concerning (i) the business or affairs of the Company or such predecessors, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form.

e. You hereby assign, transfer and convey to the Company all of your right, title and interest in and to all inventions discoveries or improvements (whether or not patented, copyrighted or trademarked) conceived or developed solely by you, or jointly by you with others (“Work Product”), during the period during which you are employed by the Company (and for the Non-Compete Period if and to the extent such Work Product results from any work performed for the Company, any use of the Company’s premises or property or any use of the Company’s Confidential Information). You will promptly disclose all Work Product to the Board and perform all actions reasonably requested by the Board (whether prior to or after the Termination Date) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company (whether before or after the Termination Date) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. You recognize and agree that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States or corresponding foreign law.

f. You agree that, except as may be required by applicable law, you will not make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written), to any person other than the Board, that disparages the Company or is likely in any way to harm the business or the reputation of the Company, or any of its former, present, or future managers, directors, officers, members, stockholders, employees, vendors, clients, successors or assigns.

g. If, from and after the Termination Date, you violate any provision of this agreement, then the Company’s obligations to make any payments or provide any benefits to you hereunder, other than the obligation to pay the Accrued Obligations and provide COBRA, shall be terminated and of no further force or effect, without limiting or affecting your obligations set forth in Sections 5 or 6 of this agreement, or the Company’s other rights and remedies available at law or equity.

h. Because your services are special, unique and extraordinary and because you have access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this agreement. Therefore, in the event of a breach or threatened breach of this agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

7. Miscellaneous

a. Nothing herein is intended to, nor shall it, confer, expressly or by implication, upon any other person or entity any right or remedy under or by reason of this agreement, whether as a purported third party beneficiary or otherwise.

b. This agreement shall inure to the benefit of and be enforceable by your legal representatives, and shall be binding upon the Company’s successors and assigns. This agreement shall be automatically deemed assigned, without any action of the parties, to a successor to the Company, and all references to the Company herein shall thereupon be deemed to refer to such successor.

c. This agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles.

d. In the event of a breach by you of the provisions of this agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to you, to set-off and apply any and all amounts at any time held by the Company on your behalf and all indebtedness at any time owing by the Company to you against any and all of your obligations now or hereafter existing.

e. Any reimbursement made by the Company to you under this agreement must be made no later than the end of the year following the year during which you paid or incurred the underlying expense. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during one taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

f. It is the desire and intent of the parties that the provision of this agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this agreement is adjudicated to be

invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

g. Subject to 7f. above, this agreement may be amended only by a writing signed by both parties, which agreement specifically states that it is intended to amend this agreement, and no course of conduct shall be construed as an amendment or waiver or affect the validity, binding effect or enforceability of this agreement or any provision hereof.

h.	(i) It is intended that all terms and payments under this agreement comply with and be administered in accordance with Code Section 409A so as not to subject you to payment of interest or any additional tax under Code Section 409A. All terms of this agreement that are undefined or ambiguous shall be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A. If payment or provision of any amount or benefit under this agreement at the time specified would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit will be postponed, if possible, to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. For any severance payment or benefit payable in installments under this agreement, each installment will be treated as a separate payment for purposes of Code Section 409A. The parties agree, to the extent reasonably possible, to amend this agreement in order to comply with Code Section 409A and avoid the imposition of any interest or additional tax under Code Section 409A; provided, however, that neither party shall be required to amend this agreement if such amendment would change the total amount payable by the Company pursuant to this agreement.
	(ii) Notwithstanding any other provision of this agreement, to the extent that (i) you are determined to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), (ii) any amounts payable under this agreement represent amounts that are subject to Code Section 409A, and (iii) such amounts are payable on your “separation from service,” within the meaning of Code Section 409A, then such amounts will not be payable to you before the date that is six months and one day after your separation from service. Payments under this paragraph to which you would otherwise be entitled during the suspension period following your separation from service will be accumulated and paid on the first day permitted under this paragraph.
	(iii) The Company makes no representation or warranty to you with regard to the application of Code Section 409A to any amounts payable pursuant to this agreement. The Company will not be liable to you for any interest, additional tax, or other adverse consequence arising under Code Section 409A with respect to this agreement.

i. This agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes the employment agreement between you and Hank Acquisition Company, LLC dated as of November 12, 2007, which is of no further force or effect.

Please acknowledge your agreement by your signature and return a signed copy to me.

[Signature Page Follows]

Sincerely,
TOPS MARKETS, LLC
By:	/s/ Jack Barrett
	Name: Jack Barrett
	Title:   Senior Vice President, Human Resources

AGREED AND ACKNOWLEDGED

this 20^th day of August, 2014

/s/ Frank Curci

EX-10.15

Exhibit 10.15

Tops Markets, LLC

6363 Main Street

Williamsville, New York 14221

August 20, 2014

Kevin Darrington

6693 Westminster Drive

East Amherst, NY 14051

Dear Kevin:

This agreement confirms the terms of your employment for as long as you are employed by Tops Markets, LLC (“Tops Markets”) or any of its affiliates (together, the “Company”).

1. General

During the term of your employment, you will serve as Chief Operating Officer, reporting to the Company’s Chief Executive Officer. Subject to the direction and supervision of the Chief Executive Officer and the Company’s policies in effect from time to time, you will have supervision and control over, and responsibility for, such management and operational functions of the Company as are normally assigned to a person in such position or as may reasonably change from time to time, and shall have such other powers and duties as may from time to time be prescribed by the Chief Executive Officer, consistent with the duties and authorities normally afforded to a chief operating officer of a company of the general size and type of the Company.

For so long as you are employed by the Company, excluding any periods of vacation and disability leave to which you are entitled, you will devote your full business time and efforts, to the best of your ability, experience and talent, to the business and affairs of the Company. You shall not be a member of the board of directors or other comparable governing body of any other for-profit entity, or be employed by or act as a consultant to, or otherwise directly or indirectly engage in any other business activity on behalf of any other entity, in each case, without the prior written consent of the Company.

2. Compensation

In addition to your annual base salary as set by the Board of Directors of the Company (“Board”) from time to time (“Annual Base Salary”), for so long as you are employed by the Company, you will be eligible to receive an annual cash bonus (the “Annual Bonus”) in a target amount equal to 75% of your Annual Base Salary, determined and payable under and in accordance with the General Management Incentive Plan of the Company as in effect from time to time.

3. Benefits

For so long as you are employed by the Company, you will be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to senior executives of the Company. You will also be eligible for participation in all welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company.

You will be entitled to receive reimbursement for all reasonable and documented out-of-pocket expenses incurred by you in connection with the performance of your duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

For so long as you are employed by the Company, the Company shall provide you with the use of an automobile in accordance with the Company’s policies.

For so long as you are employed by the Company, you will be entitled to holidays and four weeks paid vacation in accordance with the policies of the Company applicable to other senior executives of the Company generally.

Your employment with the Company will be “at-will,” and you understand that either the Company or you may terminate your employment at any time, with or without Cause (as defined below), with no prior notice. No course of action typically followed by the Company, oral statement by any agent of the Company or statement in any benefits or policy manual or similar document describing the Company’s policies or procedures shall eliminate or limit the Company’s right to terminate your employment at any time, with or without Cause, unless such statement is in writing, is signed by an officer of the Company, and explicitly states that it is the intention to change your at-will employment into an employment for a term of years.

4. Termination

a. If your employment with the Company is terminated without Cause (other than by reason of your death or Disability (as defined below) or voluntary resignation), the Company will provide you with the following severance payments and/or benefits:

(i) (A) on the date on which you would have received the next installment of your Annual Base Salary following the date on which such termination is effective (the “Termination Date”) had you then been employed by the Company, the Company will pay you a lump sum in the amount of your accrued but unpaid Annual Base Salary through the Termination Date, and (B) within 45 days of the Termination Date, the Company will pay you a lump sum in the amount of any unpaid reimbursable expenses and any unpaid amounts to which you are entitled to be paid by the Company pursuant to any of the Company’s welfare benefit plans or programs in which you participated while you were employed by the Company (in the manner and in accordance with the terms of such plans and programs, in each case through the Termination Date) (“Accrued Obligations”);

(ii) subject to Section 5a. below, the Company will make a payment to you equal to two times your Annual Base Salary as of the Termination Date. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state withholding, FICA and Medicare contributions;

(iii) subject to Section 5a. below, the Company will make a payment to you equal to the amount of your target Annual Bonus for the year in which the Termination Date occurs, prorated for the number of whole months you were employed during such year. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions;

(iv) subject to Section 5a. below, the Company will make a payment to you equal to two times the amount of your target Annual Bonus for the year in which the Termination Date occurs. Such amount shall be payable in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions; and

(v) subject to Section 5a. below, the Company will make a payment to you equal to the economic equivalent of eighteen months of the employee portion of the cost of continued medical, dental and vision coverage pursuant to COBRA (defined below) under the Company’s health and dental plans in which you or your covered family members are participating on the Termination Date, and in which you are eligible to continue participating under COBRA (the “Medical Payment”), payable in a lump sum, less appropriate deductions for federal, state tax withholding, FICA and Medicare contributions.

For purposes of this subparagraph (v) your Termination Date is a “qualifying event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). As such, if you or your covered family members elect to continue coverage under the Company’s health and dental plans, the maximum COBRA coverage period will begin on this date.

b. If your employment is terminated by the Company with Cause or by you for any reason, then the Company shall have no further payment obligations to you other than (i) for payment of the Accrued Obligations, and (ii) as otherwise required under COBRA.

c. If your employment is terminated due to your death or Disability (as defined below), the Company shall have no further payment obligations to you (or your legal representative, as applicable) other than for: (i) payment of the Accrued Obligations; (ii) payment equal to the amount of your target Annual Bonus for the year in which the death or Disability occurs, prorated for the number of whole months you were employed during such year, subject to paragraph 5a below; (iii) continuance of benefits under the Company’s welfare benefit plans in which you or your covered family members are participating through the Termination Date; and (iv) as otherwise required under COBRA.

d. As used herein, the term “Cause” means (i) the willful failure by you to perform such duties as are reasonably requested by the Company’s Chief Executive Officer, and such failure shall have continued for a period of ten (10) days after the Company gives written notice to you specifying such failure, (ii) the failure by you to observe material Company policies generally applicable to employees of the Company, (iii) gross negligence or willful misconduct by you in the performance of your duties as an employee of the Company, (iv) the commission by you of any act of fraud, theft or financial dishonesty with respect to the Company, (v) your indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude, (vi) breach of any material provision of this agreement or any other agreements with the Company, (vii) your failure to obtain or retain any permits, licenses or approvals which may be required by any state or local authorities in order to permit you to continue employment in the ordinary course with the Company, (viii) any act or omission by you that is materially injurious (financially or otherwise) to the Company or its reputation, (ix) your chronic absenteeism or (x) the use of alcohol in the workplace, including being under the influence of alcohol in the workplace, or any illegal drug use by you. The Board shall determine whether Cause for termination exists.

e. As used herein, the term “Disability” means your incapacity due to physical or mental illness that (i) shall have prevented you from performing your duties for the Company on a full-time basis for more than 180 days, or (ii) (x) the Board determines is likely to prevent you from performing such duties for such a 180-day period and (y) 30 days have elapsed since delivery to you of the Board’s determination and you have not resumed such performance (in which case the Termination Date in the case of a termination for “Disability” pursuant to this clause (ii) shall be deemed to be the last day of such 30-day period).

5. Termination Obligations

a. The Company’s obligations to make any payments hereunder in respect of any termination of your employment, other than payment of the Accrued Obligations, will be conditioned upon your execution and delivery of a customary general release in form and substance satisfactory to the Company (the “Release”). Payment of any severance payment or benefit (other than Accrued Obligations) will be made as soon as practicable, but no later than 60 days, after your Termination Date, provided (i) you have executed and submitted the Release; (ii) the statutory period, if any, during which you are entitled to revoke the Release has expired; and (iii) for any amounts subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) if the 60-day period begins in one calendar year and ends in the subsequent calendar year, payment will be made in the subsequent calendar year. Subject to your execution and delivery of the Release in accordance with this paragraph, in no event shall any lump sum payable to you under this agreement be paid later than March 15^th of the year following the year in which the Termination Date occurs.

b. Upon termination of your employment hereunder, you shall return any and all of the Company’s property, including, without limitation, all computers and other electronic devices, automobiles, keys, credit cards, identification tags, documents, files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, which you may then possess or have under your control.

c. Notwithstanding anything to the contrary contained herein, upon termination of your employment for any reason, you shall be deemed to have given the Company notice of your resignation from any and all positions as officer of the Company and as member of the Board or other similar governing body of the Company, to the extent applicable.

d. Following the Termination Date, you shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company in the pursuit, defense or investigation of any claim, administrative charge or cause of action by, against or concerning the Company as to which you, by virtue of your employment with the Company, have relevant knowledge or information, including by acting as the Company’s representative in any such proceeding, and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse you for your reasonable documented out-of-pocket expenses in complying with this Section 5d. The Company shall compensate you as an independent contractor in respect of such cooperation in an amount per day equal to a prorated portion of your Annual Base Salary as of the Termination Date.

6. Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/Non-Disparagement

a. For so long as you are employed by the Company and for two (2) years after the Termination Date (the “Non-Compete Period”), you shall not, and shall not permit any of your affiliates to, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any activity or represent any business whether now existing or hereafter established that directly competes with (or proposes or plans to compete with) the Company in any market area in which the Company operates in any line of business engaged in or under development by the Company as of your Termination Date; nor shall you entice, induce or encourage any of the Company’s other employees to engage in any activity which, were it done by you, would violate any provision hereof.

b. During the Non-Compete Period, you agree that you will not, directly or indirectly: (i) attempt to contact, recruit or solicit any customers of the Company; (ii) enter into any agreement with any party to recruit or solicit such customers; (iii) request any customers of the Company to curtail or cancel their business with the Company; (iv) induce or attempt to induce any employee of the Company to leave the Company’s employment; (v) assist any other person or entity in requesting or inducing any such employee of the Company to leave such employment; or (vi) induce or attempt to induce any employee of the Company to join with you in any capacity, directly or indirectly.

c. From and after the date hereof, you will not disclose or use at any time, any Confidential Information of which you are or become aware, whether or not such information is developed by you, except to the extent that such disclosure or use (i) is directly related to and required by your performance in good faith of duties assigned to you by the Company, or (ii) is required by applicable law. In the event you are requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, you will notify the Company promptly in writing so that the Company may seek an appropriate protective order. Any required disclosure made shall be no more extensive than is necessary to meet the minimum requirement imposed on you. Without limiting the provisions of the last paragraph of Section 5, you shall deliver to the Company on the Termination Date, or at any time the Company may request, all files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, relating to the Confidential Information or the Work Product (as defined below) of the business of the Company which you may then possess or have under your control.

d. As used herein, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by you while employed by the Company or any predecessors thereof (including those obtained prior to the date hereof) concerning (i) the business or affairs of the Company or such predecessors, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form.

e. You hereby assign, transfer and convey to the Company all of your right, title and interest in and to all inventions discoveries or improvements (whether or not patented, copyrighted or trademarked) conceived or developed solely by you, or jointly by you with others (“Work Product”), during the period during which you are employed by the Company (and for the Non-Compete Period if and to the extent such Work Product results from any work performed for the Company, any use of the Company’s premises or property or any use of the Company’s Confidential Information). You will promptly disclose all Work Product to the Board and perform all actions reasonably requested by the Board (whether prior to or after the Termination Date) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company (whether before or after the Termination Date) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. You recognize and agree that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States or corresponding foreign law.

f. You agree that, except as may be required by applicable law, you will not make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written), to any person other than the Board, that disparages the Company or is likely in any way to harm the business or the reputation of the Company, or any of its former, present, or future managers, directors, officers, members, stockholders, employees, vendors, clients, successors or assigns.

g. If, from and after the Termination Date, you violate any provision of this agreement, then the Company’s obligations to make any payments or provide any benefits to you hereunder, other than the obligation to pay the Accrued Obligations and provide COBRA, shall be terminated and of no further force or effect, without limiting or affecting your obligations set forth in Sections 5 or 6 of this agreement, or the Company’s other rights and remedies available at law or equity.

h. Because your services are special, unique and extraordinary and because you have access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this agreement. Therefore, in the event of a breach or threatened breach of this agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

7. Miscellaneous

a. Nothing herein is intended to, nor shall it, confer, expressly or by implication, upon any other person or entity any right or remedy under or by reason of this agreement, whether as a purported third party beneficiary or otherwise.

b. This agreement shall inure to the benefit of and be enforceable by your legal representatives, and shall be binding upon the Company’s successors and assigns. This agreement shall be automatically deemed assigned, without any action of the parties, to a successor to the Company, and all references to the Company herein shall thereupon be deemed to refer to such successor.

c. This agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles.

d. In the event of a breach by you of the provisions of this agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to you, to set-off and apply any and all amounts at any time held by the Company on your behalf and all indebtedness at any time owing by the Company to you against any and all of your obligations now or hereafter existing.

e. Any reimbursement made by the Company to you under this agreement must be made no later than the end of the year following the year during which you paid or incurred the underlying expense. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during one taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

f. It is the desire and intent of the parties that the provision of this agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this agreement is adjudicated to be

invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

g. Subject to 7f. above, this agreement may be amended only by a writing signed by both parties, which agreement specifically states that it is intended to amend this agreement, and no course of conduct shall be construed as an amendment or waiver or affect the validity, binding effect or enforceability of this agreement or any provision hereof.

h.	(i) It is intended that all terms and payments under this agreement comply with and be administered in accordance with Code Section 409A so as not to subject you to payment of interest or any additional tax under Code Section 409A. All terms of this agreement that are undefined or ambiguous shall be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A. If payment or provision of any amount or benefit under this agreement at the time specified would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit will be postponed, if possible, to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. For any severance payment or benefit payable in installments under this agreement, each installment will be treated as a separate payment for purposes of Code Section 409A. The parties agree, to the extent reasonably possible, to amend this agreement in order to comply with Code Section 409A and avoid the imposition of any interest or additional tax under Code Section 409A; provided, however, that neither party shall be required to amend this agreement if such amendment would change the total amount payable by the Company pursuant to this agreement.
	(ii) Notwithstanding any other provision of this agreement, to the extent that (i) you are determined to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), (ii) any amounts payable under this agreement represent amounts that are subject to Code Section 409A, and (iii) such amounts are payable on your “separation from service,” within the meaning of Code Section 409A, then such amounts will not be payable to you before the date that is six months and one day after your separation from service. Payments under this paragraph to which you would otherwise be entitled during the suspension period following your separation from service will be accumulated and paid on the first day permitted under this paragraph.
	(iii) The Company makes no representation or warranty to you with regard to the application of Code Section 409A to any amounts payable pursuant to this agreement. The Company will not be liable to you for any interest, additional tax, or other adverse consequence arising under Code Section 409A with respect to this agreement.

i. This agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes the agreement between you and Tops Markets, LLC dated January 24, 2008, which is of no further force or effect.

Please acknowledge your agreement by your signature and return a signed copy to me.

[Signature Page Follows]

Sincerely,
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name: Frank Curci
	Title:   President & Chief Executive Officer

AGREED AND ACKNOWLEDGED

this 20^th day of August, 2014

/s/ Kevin Darrington

EX-10.16

Exhibit 10.16

Tops Markets, LLC

6363 Main Street

Williamsville, New York 14221

August 20, 2014

John Persons

9088 Winding Creek Lane

Clarence Center, NY 14032

Dear John:

This agreement confirms the terms of your employment for as long as you are employed by Tops Markets, LLC (“Tops Markets”) or any of its affiliates (together, the “Company”).

1. General

During the term of your employment, you will serve as Senior Vice President of Operations, reporting to the Company’s Chief Executive Officer. Subject to the direction and supervision of the Chief Executive Officer and the Company’s policies in effect from time to time, you will have supervision and control over, and responsibility for, such management and operational functions of the Company as are normally assigned to a person in such position or as may reasonably change from time to time, and shall have such other powers and duties as may from time to time be prescribed by the Chief Executive Officer, consistent with the duties and authorities normally afforded to a senior vice president of operations of a company of the general size and type of the Company.

For so long as you are employed by the Company, excluding any periods of vacation and disability leave to which you are entitled, you will devote your full business time and efforts, to the best of your ability, experience and talent, to the business and affairs of the Company. You shall not be a member of the board of directors or other comparable governing body of any other for-profit entity, or be employed by or act as a consultant to, or otherwise directly or indirectly engage in any other business activity on behalf of any other entity, in each case, without the prior written consent of the Company.

2. Compensation

In addition to your annual base salary as set by the Board of Directors of the Company (“Board”) from time to time (“Annual Base Salary”), for so long as you are employed by the Company, you will be eligible to receive an annual cash bonus (the “Annual Bonus”) in a target amount equal to 60% of your Annual Base Salary, determined and payable under and in accordance with the General Management Incentive Plan of the Company as in effect from time to time.

3. Benefits

For so long as you are employed by the Company, you will be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to senior executives of the Company. You will also be eligible for participation in all welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company.

You will be entitled to receive reimbursement for all reasonable and documented out-of-pocket expenses incurred by you in connection with the performance of your duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

For so long as you are employed by the Company, the Company shall provide you with the use of an automobile in accordance with the Company’s policies.

For so long as you are employed by the Company, you will be entitled to holidays and four weeks paid vacation in accordance with the policies of the Company applicable to other senior executives of the Company generally.

Your employment with the Company will be “at-will,” and you understand that either the Company or you may terminate your employment at any time, with or without Cause (as defined below), with no prior notice. No course of action typically followed by the Company, oral statement by any agent of the Company or statement in any benefits or policy manual or similar document describing the Company’s policies or procedures shall eliminate or limit the Company’s right to terminate your employment at any time, with or without Cause, unless such statement is in writing, is signed by an officer of the Company, and explicitly states that it is the intention to change your at-will employment into an employment for a term of years.

4. Termination

a. If your employment with the Company is terminated without Cause (other than by reason of your death or Disability (as defined below) or voluntary resignation), the Company will provide you with the following severance payments and/or benefits:

(i) (A) on the date on which you would have received the next installment of your Annual Base Salary following the date on which such termination is effective (the “Termination Date”) had you then been employed by the Company, the Company will pay you a lump sum in the amount of your accrued but unpaid Annual Base Salary through the Termination Date, and (B) within 45 days of the Termination Date, the Company will pay you a lump sum in the amount of any unpaid reimbursable expenses and any unpaid amounts to which you are entitled to be paid by the Company pursuant to any of the Company’s welfare benefit plans or programs in which you participated while you were employed by the Company (in the manner and in accordance with the terms of such plans and programs, in each case through the Termination Date) (“Accrued Obligations”);

(ii) subject to Section 5a. below, the Company will make a payment to you equal to two times your Annual Base Salary as of the Termination Date. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state withholding, FICA and Medicare contributions;

(iii) subject to Section 5a. below, the Company will make a payment to you equal to the amount of your target Annual Bonus for the year in which the Termination Date occurs, prorated for the number of whole months you were employed during such year. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions;

(iv) subject to Section 5a. below, the Company will make a payment to you equal to two times the amount of your target Annual Bonus for the year in which the Termination Date occurs. Such amount shall be payable in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions; and

(v) subject to Section 5a. below, the Company will make a payment to you equal to the economic equivalent of eighteen months of the employee portion of the cost of continued medical, dental and vision coverage pursuant to COBRA (defined below) under the Company’s health and dental plans in which you or your covered family members are participating on the Termination Date, and in which you are eligible to continue participating under COBRA (the “Medical Payment”), payable in a lump sum, less appropriate deductions for federal, state tax withholding, FICA and Medicare contributions.

For purposes of this subparagraph (v) your Termination Date is a “qualifying event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). As such, if you or your covered family members elect to continue coverage under the Company’s health and dental plans, the maximum COBRA coverage period will begin on this date.

b. If your employment is terminated by the Company with Cause or by you for any reason, then the Company shall have no further payment obligations to you other than (i) for payment of the Accrued Obligations, and (ii) as otherwise required under COBRA.

c. If your employment is terminated due to your death or Disability (as defined below), the Company shall have no further payment obligations to you (or your legal representative, as applicable) other than for: (i) payment of the Accrued Obligations; (ii) payment equal to the amount of your target Annual Bonus for the year in which the death or Disability occurs, prorated for the number of whole months you were employed during such year, subject to paragraph 5a below; (iii) continuance of benefits under the Company’s welfare benefit plans in which you or your covered family members are participating through the Termination Date; and (iv) as otherwise required under COBRA.

d. As used herein, the term “Cause” means (i) the willful failure by you to perform such duties as are reasonably requested by the Company’s Chief Executive Officer, and such failure shall have continued for a period of ten (10) days after the Company gives written notice to you specifying such failure, (ii) the failure by you to observe material Company policies generally applicable to employees of the Company, (iii) gross negligence or willful misconduct by you in the performance of your duties as an employee of the Company, (iv) the commission by you of any act of fraud, theft or financial dishonesty with respect to the Company, (v) your indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude, (vi) breach of any material provision of this agreement or any other agreements with the Company, (vii) your failure to obtain or retain any permits, licenses or approvals which may be required by any state or local authorities in order to permit you to continue employment in the ordinary course with the Company, (viii) any act or omission by you that is materially injurious (financially or otherwise) to the Company or its reputation, (ix) your chronic absenteeism or (x) the use of alcohol in the workplace, including being under the influence of alcohol in the workplace, or any illegal drug use by you. The Board shall determine whether Cause for termination exists.

e. As used herein, the term “Disability” means your incapacity due to physical or mental illness that (i) shall have prevented you from performing your duties for the Company on a full-time basis for more than 180 days, or (ii) (x) the Board determines is likely to prevent you from performing such duties for such a 180-day period and (y) 30 days have elapsed since delivery to you of the Board’s determination and you have not resumed such performance (in which case the Termination Date in the case of a termination for “Disability” pursuant to this clause (ii) shall be deemed to be the last day of such 30-day period).

5. Termination Obligations

a. The Company’s obligations to make any payments hereunder in respect of any termination of your employment, other than payment of the Accrued Obligations, will be conditioned upon your execution and delivery of a customary general release in form and substance satisfactory to the Company (the “Release”). Payment of any severance payment or benefit (other than Accrued Obligations) will be made as soon as practicable, but no later than 60 days, after your Termination Date, provided (i) you have executed and submitted the Release; (ii) the statutory period, if any, during which you are entitled to revoke the Release has expired; and (iii) for any amounts subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) if the 60-day period begins in one calendar year and ends in the subsequent calendar year, payment will be made in the subsequent calendar year. Subject to your execution and delivery of the Release in accordance with this paragraph, in no event shall any lump sum payable to you under this agreement be paid later than March 15^th of the year following the year in which the Termination Date occurs.

b. Upon termination of your employment hereunder, you shall return any and all of the Company’s property, including, without limitation, all computers and other electronic devices, automobiles, keys, credit cards, identification tags, documents, files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, which you may then possess or have under your control.

c. Notwithstanding anything to the contrary contained herein, upon termination of your employment for any reason, you shall be deemed to have given the Company notice of your resignation from any and all positions as officer of the Company and as member of the Board or other similar governing body of the Company, to the extent applicable.

d. Following the Termination Date, you shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company in the pursuit, defense or investigation of any claim, administrative charge or cause of action by, against or concerning the Company as to which you, by virtue of your employment with the Company, have relevant knowledge or information, including by acting as the Company’s representative in any such proceeding, and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse you for your reasonable documented out-of-pocket expenses in complying with this Section 5d. The Company shall compensate you as an independent contractor in respect of such cooperation in an amount per day equal to a prorated portion of your Annual Base Salary as of the Termination Date.

6. Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/Non-Disparagement

a. For so long as you are employed by the Company and for two (2) years after the Termination Date (the “Non-Compete Period”), you shall not, and shall not permit any of your affiliates to, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any activity or represent any business whether now existing or hereafter established that directly competes with (or proposes or plans to compete with) the Company in any market area in which the Company operates in any line of business engaged in or under development by the Company as of your Termination Date; nor shall you entice, induce or encourage any of the Company’s other employees to engage in any activity which, were it done by you, would violate any provision hereof.

b. During the Non-Compete Period, you agree that you will not, directly or indirectly: (i) attempt to contact, recruit or solicit any customers of the Company; (ii) enter into any agreement with any party to recruit or solicit such customers; (iii) request any customers of the Company to curtail or cancel their business with the Company; (iv) induce or attempt to induce any employee of the Company to leave the Company’s employment; (v) assist any other person or entity in requesting or inducing any such employee of the Company to leave such employment; or (vi) induce or attempt to induce any employee of the Company to join with you in any capacity, directly or indirectly.

c. From and after the date hereof, you will not disclose or use at any time, any Confidential Information of which you are or become aware, whether or not such information is developed by you, except to the extent that such disclosure or use (i) is directly related to and required by your performance in good faith of duties assigned to you by the Company, or (ii) is required by applicable law. In the event you are requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, you will notify the Company promptly in writing so that the Company may seek an appropriate protective order. Any required disclosure made shall be no more extensive than is necessary to meet the minimum requirement imposed on you. Without limiting the provisions of the last paragraph of Section 5, you shall deliver to the Company on the Termination Date, or at any time the Company may request, all files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, relating to the Confidential Information or the Work Product (as defined below) of the business of the Company which you may then possess or have under your control.

d. As used herein, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by you while employed by the Company or any predecessors thereof (including those obtained prior to the date hereof) concerning (i) the business or affairs of the Company or such predecessors, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form.

e. You hereby assign, transfer and convey to the Company all of your right, title and interest in and to all inventions discoveries or improvements (whether or not patented, copyrighted or trademarked) conceived or developed solely by you, or jointly by you with others (“Work Product”), during the period during which you are employed by the Company (and for the Non-Compete Period if and to the extent such Work Product results from any work performed for the Company, any use of the Company’s premises or property or any use of the Company’s Confidential Information). You will promptly disclose all Work Product to the Board and perform all actions reasonably requested by the Board (whether prior to or after the Termination Date) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company (whether before or after the Termination Date) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. You recognize and agree that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States or corresponding foreign law.

f. You agree that, except as may be required by applicable law, you will not make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written), to any person other than the Board, that disparages the Company or is likely in any way to harm the business or the reputation of the Company, or any of its former, present, or future managers, directors, officers, members, stockholders, employees, vendors, clients, successors or assigns.

g. If, from and after the Termination Date, you violate any provision of this agreement, then the Company’s obligations to make any payments or provide any benefits to you hereunder, other than the obligation to pay the Accrued Obligations and provide COBRA, shall be terminated and of no further force or effect, without limiting or affecting your obligations set forth in Sections 5 or 6 of this agreement, or the Company’s other rights and remedies available at law or equity.

h. Because your services are special, unique and extraordinary and because you have access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this agreement. Therefore, in the event of a breach or threatened breach of this agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

7. Miscellaneous

a. Nothing herein is intended to, nor shall it, confer, expressly or by implication, upon any other person or entity any right or remedy under or by reason of this agreement, whether as a purported third party beneficiary or otherwise.

b. This agreement shall inure to the benefit of and be enforceable by your legal representatives, and shall be binding upon the Company’s successors and assigns. This agreement shall be automatically deemed assigned, without any action of the parties, to a successor to the Company, and all references to the Company herein shall thereupon be deemed to refer to such successor.

c. This agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles.

d. In the event of a breach by you of the provisions of this agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to you, to set-off and apply any and all amounts at any time held by the Company on your behalf and all indebtedness at any time owing by the Company to you against any and all of your obligations now or hereafter existing.

e. Any reimbursement made by the Company to you under this agreement must be made no later than the end of the year following the year during which you paid or incurred the underlying expense. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during one taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

f. It is the desire and intent of the parties that the provision of this agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this agreement is adjudicated to be

invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

g. Subject to 7f. above, this agreement may be amended only by a writing signed by both parties, which agreement specifically states that it is intended to amend this agreement, and no course of conduct shall be construed as an amendment or waiver or affect the validity, binding effect or enforceability of this agreement or any provision hereof.

h.	(i) It is intended that all terms and payments under this agreement comply with and be administered in accordance with Code Section 409A so as not to subject you to payment of interest or any additional tax under Code Section 409A. All terms of this agreement that are undefined or ambiguous shall be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A. If payment or provision of any amount or benefit under this agreement at the time specified would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit will be postponed, if possible, to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. For any severance payment or benefit payable in installments under this agreement, each installment will be treated as a separate payment for purposes of Code Section 409A. The parties agree, to the extent reasonably possible, to amend this agreement in order to comply with Code Section 409A and avoid the imposition of any interest or additional tax under Code Section 409A; provided, however, that neither party shall be required to amend this agreement if such amendment would change the total amount payable by the Company pursuant to this agreement.
	(ii) Notwithstanding any other provision of this agreement, to the extent that (i) you are determined to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), (ii) any amounts payable under this agreement represent amounts that are subject to Code Section 409A, and (iii) such amounts are payable on your “separation from service,” within the meaning of Code Section 409A, then such amounts will not be payable to you before the date that is six months and one day after your separation from service. Payments under this paragraph to which you would otherwise be entitled during the suspension period following your separation from service will be accumulated and paid on the first day permitted under this paragraph.
	(iii) The Company makes no representation or warranty to you with regard to the application of Code Section 409A to any amounts payable pursuant to this agreement. The Company will not be liable to you for any interest, additional tax, or other adverse consequence arising under Code Section 409A with respect to this agreement.

i. This agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes the agreement between you and Tops Markets, LLC dated February 2008 and May 1, 2010, which is of no further force or effect.

Please acknowledge your agreement by your signature and return a signed copy to me.

[Signature Page Follows]

Sincerely,
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name: Frank Curci
	Title:   President & Chief Executive Officer

AGREED AND ACKNOWLEDGED

this 20^th day of August, 2014

/s/ John Persons

EX-10.17

Exhibit 10.17

Tops Markets, LLC

6363 Main Street

Williamsville, New York 14221

August 20, 2014

Jack Barrett

8530 Lakemont Drive

East Amherst, NY 14051

Dear Jack:

This agreement confirms the terms of your employment for as long as you are employed by Tops Markets, LLC (“Tops Markets”) or any of its affiliates (together, the “Company”).

1. General

During the term of your employment, you will serve as Senior Vice President of Human Resources and Assistant Secretary, reporting to the Company’s Chief Executive Officer. Subject to the direction and supervision of the Chief Executive Officer and the Company’s policies in effect from time to time, you will have supervision and control over, and responsibility for, such management and operational functions of the Company as are normally assigned to a person in such position or as may reasonably change from time to time, and shall have such other powers and duties as may from time to time be prescribed by the Chief Executive Officer, consistent with the duties and authorities normally afforded to a senior vice president of human resources and assistant secretary of a company of the general size and type of the Company.

For so long as you are employed by the Company, excluding any periods of vacation and disability leave to which you are entitled, you will devote your full business time and efforts, to the best of your ability, experience and talent, to the business and affairs of the Company. You shall not be a member of the board of directors or other comparable governing body of any other for-profit entity, or be employed by or act as a consultant to, or otherwise directly or indirectly engage in any other business activity on behalf of any other entity, in each case, without the prior written consent of the Company.

2. Compensation

In addition to your annual base salary as set by the Board of Directors of the Company (“Board”) from time to time (“Annual Base Salary”), for so long as you are employed by the Company, you will be eligible to receive an annual cash bonus (the “Annual Bonus”) in a target amount equal to 60% of your Annual Base Salary, determined and payable under and in accordance with the General Management Incentive Plan of the Company as in effect from time to time.

3. Benefits

For so long as you are employed by the Company, you will be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to senior executives of the Company. You will also be eligible for participation in all welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company.

You will be entitled to receive reimbursement for all reasonable and documented out-of-pocket expenses incurred by you in connection with the performance of your duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

For so long as you are employed by the Company, the Company shall provide you with the use of an automobile in accordance with the Company’s policies.

For so long as you are employed by the Company, you will be entitled to holidays and four weeks paid vacation in accordance with the policies of the Company applicable to other senior executives of the Company generally.

Your employment with the Company will be “at-will,” and you understand that either the Company or you may terminate your employment at any time, with or without Cause (as defined below), with no prior notice. No course of action typically followed by the Company, oral statement by any agent of the Company or statement in any benefits or policy manual or similar document describing the Company’s policies or procedures shall eliminate or limit the Company’s right to terminate your employment at any time, with or without Cause, unless such statement is in writing, is signed by an officer of the Company, and explicitly states that it is the intention to change your at-will employment into an employment for a term of years.

4. Termination

a. If your employment with the Company is terminated without Cause (other than by reason of your death or Disability (as defined below) or voluntary resignation), the Company will provide you with the following severance payments and/or benefits:

(i) (A) on the date on which you would have received the next installment of your Annual Base Salary following the date on which such termination is effective (the “Termination Date”) had you then been employed by the Company, the Company will pay you a lump sum in the amount of your accrued but unpaid Annual Base Salary through the Termination Date, and (B) within 45 days of the Termination Date, the Company will pay you a lump sum in the amount of any unpaid reimbursable expenses and any unpaid amounts to which you are entitled to be paid by the Company pursuant to any of the Company’s welfare benefit plans or programs in which you participated while you were employed by the Company (in the manner and in accordance with the terms of such plans and programs, in each case through the Termination Date) (“Accrued Obligations”);

(ii) subject to Section 5a. below, the Company will make a payment to you equal to two times your Annual Base Salary as of the Termination Date. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state withholding, FICA and Medicare contributions;

(iii) subject to Section 5a. below, the Company will make a payment to you equal to the amount of your target Annual Bonus for the year in which the Termination Date occurs, prorated for the number of whole months you were employed during such year. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions;

(iv) subject to Section 5a. below, the Company will make a payment to you equal to two times the amount of your target Annual Bonus for the year in which the Termination Date occurs. Such amount shall be payable in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions; and

(v) subject to Section 5a. below, the Company will make a payment to you equal to the economic equivalent of eighteen months of the employee portion of the cost of continued medical, dental and vision coverage pursuant to COBRA (defined below) under the Company’s health and dental plans in which you or your covered family members are participating on the Termination Date, and in which you are eligible to continue participating under COBRA (the “Medical Payment”), payable in a lump sum, less appropriate deductions for federal, state tax withholding, FICA and Medicare contributions.

For purposes of this subparagraph (v) your Termination Date is a “qualifying event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). As such, if you or your covered family members elect to continue coverage under the Company’s health and dental plans, the maximum COBRA coverage period will begin on this date.

b. If your employment is terminated by the Company with Cause or by you for any reason, then the Company shall have no further payment obligations to you other than (i) for payment of the Accrued Obligations, and (ii) as otherwise required under COBRA.

c. If your employment is terminated due to your death or Disability (as defined below), the Company shall have no further payment obligations to you (or your legal representative, as applicable) other than for: (i) payment of the Accrued Obligations; (ii) payment equal to the amount of your target Annual Bonus for the year in which the death or Disability occurs, prorated for the number of whole months you were employed during such year, subject to paragraph 5a below; (iii) continuance of benefits under the Company’s welfare benefit plans in which you or your covered family members are participating through the Termination Date; and (iv) as otherwise required under COBRA.

d. As used herein, the term “Cause” means (i) the willful failure by you to perform such duties as are reasonably requested by the Company’s Chief Executive Officer, and such failure shall have continued for a period of ten (10) days after the Company gives written notice to you specifying such failure, (ii) the failure by you to observe material Company policies generally applicable to employees of the Company, (iii) gross negligence or willful misconduct by you in the performance of your duties as an employee of the Company, (iv) the commission by you of any act of fraud, theft or financial dishonesty with respect to the Company, (v) your indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude, (vi) breach of any material provision of this agreement or any other agreements with the Company, (vii) your failure to obtain or retain any permits, licenses or approvals which may be required by any state or local authorities in order to permit you to continue employment in the ordinary course with the Company, (viii) any act or omission by you that is materially injurious (financially or otherwise) to the Company or its reputation, (ix) your chronic absenteeism or (x) the use of alcohol in the workplace, including being under the influence of alcohol in the workplace, or any illegal drug use by you. The Board shall determine whether Cause for termination exists.

e. As used herein, the term “Disability” means your incapacity due to physical or mental illness that (i) shall have prevented you from performing your duties for the Company on a full-time basis for more than 180 days, or (ii) (x) the Board determines is likely to prevent you from performing such duties for such a 180-day period and (y) 30 days have elapsed since delivery to you of the Board’s determination and you have not resumed such performance (in which case the Termination Date in the case of a termination for “Disability” pursuant to this clause (ii) shall be deemed to be the last day of such 30-day period).

5. Termination Obligations

a. The Company’s obligations to make any payments hereunder in respect of any termination of your employment, other than payment of the Accrued Obligations, will be conditioned upon your execution and delivery of a customary general release in form and substance satisfactory to the Company (the “Release”). Payment of any severance payment or benefit (other than Accrued Obligations) will be made as soon as practicable, but no later than 60 days, after your Termination Date, provided (i) you have executed and submitted the Release; (ii) the statutory period, if any, during which you are entitled to revoke the Release has expired; and (iii) for any amounts subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) if the 60-day period begins in one calendar year and ends in the subsequent calendar year, payment will be made in the subsequent calendar year. Subject to your execution and delivery of the Release in accordance with this paragraph, in no event shall any lump sum payable to you under this agreement be paid later than March 15^th of the year following the year in which the Termination Date occurs.

b. Upon termination of your employment hereunder, you shall return any and all of the Company’s property, including, without limitation, all computers and other electronic devices, automobiles, keys, credit cards, identification tags, documents, files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, which you may then possess or have under your control.

c. Notwithstanding anything to the contrary contained herein, upon termination of your employment for any reason, you shall be deemed to have given the Company notice of your resignation from any and all positions as officer of the Company and as member of the Board or other similar governing body of the Company, to the extent applicable.

d. Following the Termination Date, you shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company in the pursuit, defense or investigation of any claim, administrative charge or cause of action by, against or concerning the Company as to which you, by virtue of your employment with the Company, have relevant knowledge or information, including by acting as the Company’s representative in any such proceeding, and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse you for your reasonable documented out-of-pocket expenses in complying with this Section 5d. The Company shall compensate you as an independent contractor in respect of such cooperation in an amount per day equal to a prorated portion of your Annual Base Salary as of the Termination Date.

6. Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/Non-Disparagement

a. For so long as you are employed by the Company and for two (2) years after the Termination Date (the “Non-Compete Period”), you shall not, and shall not permit any of your affiliates to, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any activity or represent any business whether now existing or hereafter established that directly competes with (or proposes or plans to compete with) the Company in any market area in which the Company operates in any line of business engaged in or under development by the Company as of your Termination Date; nor shall you entice, induce or encourage any of the Company’s other employees to engage in any activity which, were it done by you, would violate any provision hereof.

b. During the Non-Compete Period, you agree that you will not, directly or indirectly: (i) attempt to contact, recruit or solicit any customers of the Company; (ii) enter into any agreement with any party to recruit or solicit such customers; (iii) request any customers of the Company to curtail or cancel their business with the Company; (iv) induce or attempt to induce any employee of the Company to leave the Company’s employment; (v) assist any other person or entity in requesting or inducing any such employee of the Company to leave such employment; or (vi) induce or attempt to induce any employee of the Company to join with you in any capacity, directly or indirectly.

c. From and after the date hereof, you will not disclose or use at any time, any Confidential Information of which you are or become aware, whether or not such information is developed by you, except to the extent that such disclosure or use (i) is directly related to and required by your performance in good faith of duties assigned to you by the Company, or (ii) is required by applicable law. In the event you are requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, you will notify the Company promptly in writing so that the Company may seek an appropriate protective order. Any required disclosure made shall be no more extensive than is necessary to meet the minimum requirement imposed on you. Without limiting the provisions of the last paragraph of Section 5, you shall deliver to the Company on the Termination Date, or at any time the Company may request, all files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, relating to the Confidential Information or the Work Product (as defined below) of the business of the Company which you may then possess or have under your control.

d. As used herein, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by you while employed by the Company or any predecessors thereof (including those obtained prior to the date hereof) concerning (i) the business or affairs of the Company or such predecessors, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form.

e. You hereby assign, transfer and convey to the Company all of your right, title and interest in and to all inventions discoveries or improvements (whether or not patented, copyrighted or trademarked) conceived or developed solely by you, or jointly by you with others (“Work Product”), during the period during which you are employed by the Company (and for the Non-Compete Period if and to the extent such Work Product results from any work performed for the Company, any use of the Company’s premises or property or any use of the Company’s Confidential Information). You will promptly disclose all Work Product to the Board and perform all actions reasonably requested by the Board (whether prior to or after the Termination Date) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company (whether before or after the Termination Date) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. You recognize and agree that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States or corresponding foreign law.

f. You agree that, except as may be required by applicable law, you will not make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written), to any person other than the Board, that disparages the Company or is likely in any way to harm the business or the reputation of the Company, or any of its former, present, or future managers, directors, officers, members, stockholders, employees, vendors, clients, successors or assigns.

g. If, from and after the Termination Date, you violate any provision of this agreement, then the Company’s obligations to make any payments or provide any benefits to you hereunder, other than the obligation to pay the Accrued Obligations and provide COBRA, shall be terminated and of no further force or effect, without limiting or affecting your obligations set forth in Sections 5 or 6 of this agreement, or the Company’s other rights and remedies available at law or equity.

h. Because your services are special, unique and extraordinary and because you have access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this agreement. Therefore, in the event of a breach or threatened breach of this agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

7. Miscellaneous

a. Nothing herein is intended to, nor shall it, confer, expressly or by implication, upon any other person or entity any right or remedy under or by reason of this agreement, whether as a purported third party beneficiary or otherwise.

b. This agreement shall inure to the benefit of and be enforceable by your legal representatives, and shall be binding upon the Company’s successors and assigns. This agreement shall be automatically deemed assigned, without any action of the parties, to a successor to the Company, and all references to the Company herein shall thereupon be deemed to refer to such successor.

c. This agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles.

d. In the event of a breach by you of the provisions of this agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to you, to set-off and apply any and all amounts at any time held by the Company on your behalf and all indebtedness at any time owing by the Company to you against any and all of your obligations now or hereafter existing.

e. Any reimbursement made by the Company to you under this agreement must be made no later than the end of the year following the year during which you paid or incurred the underlying expense. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during one taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

f. It is the desire and intent of the parties that the provision of this agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this agreement is adjudicated to be

invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

g. Subject to 7f. above, this agreement may be amended only by a writing signed by both parties, which agreement specifically states that it is intended to amend this agreement, and no course of conduct shall be construed as an amendment or waiver or affect the validity, binding effect or enforceability of this agreement or any provision hereof.

h.	(i) It is intended that all terms and payments under this agreement comply with and be administered in accordance with Code Section 409A so as not to subject you to payment of interest or any additional tax under Code Section 409A. All terms of this agreement that are undefined or ambiguous shall be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A. If payment or provision of any amount or benefit under this agreement at the time specified would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit will be postponed, if possible, to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. For any severance payment or benefit payable in installments under this agreement, each installment will be treated as a separate payment for purposes of Code Section 409A. The parties agree, to the extent reasonably possible, to amend this agreement in order to comply with Code Section 409A and avoid the imposition of any interest or additional tax under Code Section 409A; provided, however, that neither party shall be required to amend this agreement if such amendment would change the total amount payable by the Company pursuant to this agreement.
	(ii) Notwithstanding any other provision of this agreement, to the extent that (i) you are determined to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), (ii) any amounts payable under this agreement represent amounts that are subject to Code Section 409A, and (iii) such amounts are payable on your “separation from service,” within the meaning of Code Section 409A, then such amounts will not be payable to you before the date that is six months and one day after your separation from service. Payments under this paragraph to which you would otherwise be entitled during the suspension period following your separation from service will be accumulated and paid on the first day permitted under this paragraph.
	(iii) The Company makes no representation or warranty to you with regard to the application of Code Section 409A to any amounts payable pursuant to this agreement. The Company will not be liable to you for any interest, additional tax, or other adverse consequence arising under Code Section 409A with respect to this agreement.

i. This agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes the agreement between you and Tops Markets, LLC dated May 1, 2010, which is of no further force or effect.

Please acknowledge your agreement by your signature and return a signed copy to me.

[Signature Page Follows]

Sincerely,
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name: Frank Curci
	Title:   President & Chief Executive Officer

AGREED AND ACKNOWLEDGED

this 20^th day of August, 2014

/s/ Jack Barrett

EX-10.18

Exhibit 10.18

Tops Markets, LLC

6363 Main Street

Williamsville, New York 14221

August 20, 2014

Lynne Burgess

186 Bidwell Parkway #2

Buffalo, NY 14222

Dear Lynne:

This agreement confirms the terms of your employment for as long as you are employed by Tops Markets, LLC (“Tops Markets”) or any of its affiliates (together, the “Company”).

1. General

During the term of your employment, you will serve as Senior Vice President, General Counsel and Secretary, reporting to the Company’s Chief Executive Officer. Subject to the direction and supervision of the Chief Executive Officer and the Company’s policies in effect from time to time, you will have supervision and control over, and responsibility for, such management and operational functions of the Company as are normally assigned to a person in such position or as may reasonably change from time to time, and shall have such other powers and duties as may from time to time be prescribed by the Chief Executive Officer, consistent with the duties and authorities normally afforded to a senior vice president, general counsel and secretary of a company of the general size and type of the Company.

For so long as you are employed by the Company, excluding any periods of vacation and disability leave to which you are entitled, you will devote your full business time and efforts, to the best of your ability, experience and talent, to the business and affairs of the Company. You shall not be a member of the board of directors or other comparable governing body of any other for-profit entity, or be employed by or act as a consultant to, or otherwise directly or indirectly engage in any other business activity on behalf of any other entity, in each case, without the prior written consent of the Company.

2. Compensation

In addition to your annual base salary as set by the Board of Directors of the Company (“Board”) from time to time (“Annual Base Salary”), for so long as you are employed by the Company, you will be eligible to receive an annual cash bonus (the “Annual Bonus”) in a target amount equal to 60% of your Annual Base Salary, determined and payable under and in accordance with the General Management Incentive Plan of the Company as in effect from time to time.

3. Benefits

For so long as you are employed by the Company, you will be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to senior executives of the Company. You will also be eligible for participation in all welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company.

You will be entitled to receive reimbursement for all reasonable and documented out-of-pocket expenses incurred by you in connection with the performance of your duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

For so long as you are employed by the Company, the Company shall provide you with the use of an automobile in accordance with the Company’s policies.

For so long as you are employed by the Company, you will be entitled to holidays and four weeks paid vacation in accordance with the policies of the Company applicable to other senior executives of the Company generally.

Your employment with the Company will be “at-will,” and you understand that either the Company or you may terminate your employment at any time, with or without Cause (as defined below), with no prior notice. No course of action typically followed by the Company, oral statement by any agent of the Company or statement in any benefits or policy manual or similar document describing the Company’s policies or procedures shall eliminate or limit the Company’s right to terminate your employment at any time, with or without Cause, unless such statement is in writing, is signed by an officer of the Company, and explicitly states that it is the intention to change your at-will employment into an employment for a term of years.

4. Termination

a. If your employment with the Company is terminated without Cause (other than by reason of your death or Disability (as defined below) or voluntary resignation), the Company will provide you with the following severance payments and/or benefits:

(i) (A) on the date on which you would have received the next installment of your Annual Base Salary following the date on which such termination is effective (the “Termination Date”) had you then been employed by the Company, the Company will pay you a lump sum in the amount of your accrued but unpaid Annual Base Salary through the Termination Date, and (B) within 45 days of the Termination Date, the Company will pay you a lump sum in the amount of any unpaid reimbursable expenses and any unpaid amounts to which you are entitled to be paid by the Company pursuant to any of the Company’s welfare benefit plans or programs in which you participated while you were employed by the Company (in the manner and in accordance with the terms of such plans and programs, in each case through the Termination Date) (“Accrued Obligations”);

(ii) subject to Section 5a. below, the Company will make a payment to you equal to two times your Annual Base Salary as of the Termination Date. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state withholding, FICA and Medicare contributions;

(iii) subject to Section 5a. below, the Company will make a payment to you equal to the amount of your target Annual Bonus for the year in which the Termination Date occurs, prorated for the number of whole months you were employed during such year. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions;

(iv) subject to Section 5a. below, the Company will make a payment to you equal to two times the amount of your target Annual Bonus for the year in which the Termination Date occurs. Such amount shall be payable in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions; and

(v) subject to Section 5a. below, the Company will make a payment to you equal to the economic equivalent of eighteen months of the employee portion of the cost of continued medical, dental and vision coverage pursuant to COBRA (defined below) under the Company’s health and dental plans in which you or your covered family members are participating on the Termination Date, and in which you are eligible to continue participating under COBRA (the “Medical Payment”), payable in a lump sum, less appropriate deductions for federal, state tax withholding, FICA and Medicare contributions.

For purposes of this subparagraph (v) your Termination Date is a “qualifying event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). As such, if you or your covered family members elect to continue coverage under the Company’s health and dental plans, the maximum COBRA coverage period will begin on this date.

b. If your employment is terminated by the Company with Cause or by you for any reason, then the Company shall have no further payment obligations to you other than (i) for payment of the Accrued Obligations, and (ii) as otherwise required under COBRA.

c. If your employment is terminated due to your death or Disability (as defined below), the Company shall have no further payment obligations to you (or your legal representative, as applicable) other than for: (i) payment of the Accrued Obligations; (ii) payment equal to the amount of your target Annual Bonus for the year in which the death or Disability occurs, prorated for the number of whole months you were employed during such year, subject to paragraph 5a below; (iii) continuance of benefits under the Company’s welfare benefit plans in which you or your covered family members are participating through the Termination Date; and (iv) as otherwise required under COBRA.

d. As used herein, the term “Cause” means (i) the willful failure by you to perform such duties as are reasonably requested by the Company’s Chief Executive Officer, and such failure shall have continued for a period of ten (10) days after the Company gives written notice to you specifying such failure, (ii) the failure by you to observe material Company policies generally applicable to employees of the Company, (iii) gross negligence or willful misconduct by you in the performance of your duties as an employee of the Company, (iv) the commission by you of any act of fraud, theft or financial dishonesty with respect to the Company, (v) your indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude, (vi) breach of any material provision of this agreement or any other agreements with the Company, (vii) your failure to obtain or retain any permits, licenses or approvals which may be required by any state or local authorities in order to permit you to continue employment in the ordinary course with the Company, (viii) any act or omission by you that is materially injurious (financially or otherwise) to the Company or its reputation, (ix) your chronic absenteeism or (x) the use of alcohol in the workplace, including being under the influence of alcohol in the workplace, or any illegal drug use by you. The Board shall determine whether Cause for termination exists.

e. As used herein, the term “Disability” means your incapacity due to physical or mental illness that (i) shall have prevented you from performing your duties for the Company on a full-time basis for more than 180 days, or (ii) (x) the Board determines is likely to prevent you from performing such duties for such a 180-day period and (y) 30 days have elapsed since delivery to you of the Board’s determination and you have not resumed such performance (in which case the Termination Date in the case of a termination for “Disability” pursuant to this clause (ii) shall be deemed to be the last day of such 30-day period).

5. Termination Obligations

a. The Company’s obligations to make any payments hereunder in respect of any termination of your employment, other than payment of the Accrued Obligations, will be conditioned upon your execution and delivery of a customary general release in form and substance satisfactory to the Company (the “Release”). Payment of any severance payment or benefit (other than Accrued Obligations) will be made as soon as practicable, but no later than 60 days, after your Termination Date, provided (i) you have executed and submitted the Release; (ii) the statutory period, if any, during which you are entitled to revoke the Release has expired; and (iii) for any amounts subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) if the 60-day period begins in one calendar year and ends in the subsequent calendar year, payment will be made in the subsequent calendar year. Subject to your execution and delivery of the Release in accordance with this paragraph, in no event shall any lump sum payable to you under this agreement be paid later than March 15^th of the year following the year in which the Termination Date occurs.

b. Upon termination of your employment hereunder, you shall return any and all of the Company’s property, including, without limitation, all computers and other electronic devices, automobiles, keys, credit cards, identification tags, documents, files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, which you may then possess or have under your control.

c. Notwithstanding anything to the contrary contained herein, upon termination of your employment for any reason, you shall be deemed to have given the Company notice of your resignation from any and all positions as officer of the Company and as member of the Board or other similar governing body of the Company, to the extent applicable.

d. Following the Termination Date, you shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company in the pursuit, defense or investigation of any claim, administrative charge or cause of action by, against or concerning the Company as to which you, by virtue of your employment with the Company, have relevant knowledge or information, including by acting as the Company’s representative in any such proceeding, and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse you for your reasonable documented out-of-pocket expenses in complying with this Section 5d. The Company shall compensate you as an independent contractor in respect of such cooperation in an amount per day equal to a prorated portion of your Annual Base Salary as of the Termination Date.

6. Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/Non-Disparagement

a. For so long as you are employed by the Company and for two (2) years after the Termination Date (the “Non-Compete Period”), you shall not, and shall not permit any of your affiliates to, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any activity or represent any business whether now existing or hereafter established that directly competes with (or proposes or plans to compete with) the Company in any market area in which the Company operates in any line of business engaged in or under development by the Company as of your Termination Date; nor shall you entice, induce or encourage any of the Company’s other employees to engage in any activity which, were it done by you, would violate any provision hereof.

b. During the Non-Compete Period, you agree that you will not, directly or indirectly: (i) attempt to contact, recruit or solicit any customers of the Company; (ii) enter into any agreement with any party to recruit or solicit such customers; (iii) request any customers of the Company to curtail or cancel their business with the Company; (iv) induce or attempt to induce any employee of the Company to leave the Company’s employment; (v) assist any other person or entity in requesting or inducing any such employee of the Company to leave such employment; or (vi) induce or attempt to induce any employee of the Company to join with you in any capacity, directly or indirectly.

c. From and after the date hereof, you will not disclose or use at any time, any Confidential Information of which you are or become aware, whether or not such information is developed by you, except to the extent that such disclosure or use (i) is directly related to and required by your performance in good faith of duties assigned to you by the Company, or (ii) is required by applicable law. In the event you are requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, you will notify the Company promptly in writing so that the Company may seek an appropriate protective order. Any required disclosure made shall be no more extensive than is necessary to meet the minimum requirement imposed on you. Without limiting the provisions of the last paragraph of Section 5, you shall deliver to the Company on the Termination Date, or at any time the Company may request, all files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, relating to the Confidential Information or the Work Product (as defined below) of the business of the Company which you may then possess or have under your control.

d. As used herein, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by you while employed by the Company or any predecessors thereof (including those obtained prior to the date hereof) concerning (i) the business or affairs of the Company or such predecessors, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form.

e. You hereby assign, transfer and convey to the Company all of your right, title and interest in and to all inventions discoveries or improvements (whether or not patented, copyrighted or trademarked) conceived or developed solely by you, or jointly by you with others (“Work Product”), during the period during which you are employed by the Company (and for the Non-Compete Period if and to the extent such Work Product results from any work performed for the Company, any use of the Company’s premises or property or any use of the Company’s Confidential Information). You will promptly disclose all Work Product to the Board and perform all actions reasonably requested by the Board (whether prior to or after the Termination Date) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company (whether before or after the Termination Date) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. You recognize and agree that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States or corresponding foreign law.

f. You agree that, except as may be required by applicable law, you will not make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written), to any person other than the Board, that disparages the Company or is likely in any way to harm the business or the reputation of the Company, or any of its former, present, or future managers, directors, officers, members, stockholders, employees, vendors, clients, successors or assigns.

g. If, from and after the Termination Date, you violate any provision of this agreement, then the Company’s obligations to make any payments or provide any benefits to you hereunder, other than the obligation to pay the Accrued Obligations and provide COBRA, shall be terminated and of no further force or effect, without limiting or affecting your obligations set forth in Sections 5 or 6 of this agreement, or the Company’s other rights and remedies available at law or equity.

h. Because your services are special, unique and extraordinary and because you have access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this agreement. Therefore, in the event of a breach or threatened breach of this agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

7. Miscellaneous

a. Nothing herein is intended to, nor shall it, confer, expressly or by implication, upon any other person or entity any right or remedy under or by reason of this agreement, whether as a purported third party beneficiary or otherwise.

b. This agreement shall inure to the benefit of and be enforceable by your legal representatives, and shall be binding upon the Company’s successors and assigns. This agreement shall be automatically deemed assigned, without any action of the parties, to a successor to the Company, and all references to the Company herein shall thereupon be deemed to refer to such successor.

c. This agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles.

d. In the event of a breach by you of the provisions of this agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to you, to set-off and apply any and all amounts at any time held by the Company on your behalf and all indebtedness at any time owing by the Company to you against any and all of your obligations now or hereafter existing.

e. Any reimbursement made by the Company to you under this agreement must be made no later than the end of the year following the year during which you paid or incurred the underlying expense. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during one taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

f. It is the desire and intent of the parties that the provision of this agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this agreement is adjudicated to be

invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

g. Subject to 7f. above, this agreement may be amended only by a writing signed by both parties, which agreement specifically states that it is intended to amend this agreement, and no course of conduct shall be construed as an amendment or waiver or affect the validity, binding effect or enforceability of this agreement or any provision hereof.

h.	(i) It is intended that all terms and payments under this agreement comply with and be administered in accordance with Code Section 409A so as not to subject you to payment of interest or any additional tax under Code Section 409A. All terms of this agreement that are undefined or ambiguous shall be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A. If payment or provision of any amount or benefit under this agreement at the time specified would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit will be postponed, if possible, to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. For any severance payment or benefit payable in installments under this agreement, each installment will be treated as a separate payment for purposes of Code Section 409A. The parties agree, to the extent reasonably possible, to amend this agreement in order to comply with Code Section 409A and avoid the imposition of any interest or additional tax under Code Section 409A; provided, however, that neither party shall be required to amend this agreement if such amendment would change the total amount payable by the Company pursuant to this agreement.
	(ii) Notwithstanding any other provision of this agreement, to the extent that (i) you are determined to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), (ii) any amounts payable under this agreement represent amounts that are subject to Code Section 409A, and (iii) such amounts are payable on your “separation from service,” within the meaning of Code Section 409A, then such amounts will not be payable to you before the date that is six months and one day after your separation from service. Payments under this paragraph to which you would otherwise be entitled during the suspension period following your separation from service will be accumulated and paid on the first day permitted under this paragraph.
	(iii) The Company makes no representation or warranty to you with regard to the application of Code Section 409A to any amounts payable pursuant to this agreement. The Company will not be liable to you for any interest, additional tax, or other adverse consequence arising under Code Section 409A with respect to this agreement.

i. This agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes the agreement between you and Tops Markets, LLC dated August 25, 2010, which is of no further force or effect.

Please acknowledge your agreement by your signature and return a signed copy to me.

[Signature Page Follows]

Sincerely,
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name: Frank Curci
	Title:   President & Chief Executive Officer

AGREED AND ACKNOWLEDGED

this 20^th day of August, 2014

/s/ Lynne Burgess

EX-10.19

Exhibit 10.19

Tops Markets, LLC

6363 Main Street

Williamsville, New York 14221

August 20, 2014

William R. Mills

6002 Wexford Manor

Clarence Center, NY 14032

Dear Rick:

This agreement confirms the terms of your employment for as long as you are employed by Tops Markets, LLC (“Tops Markets”) or any of its affiliates (together, the “Company”).

1. General

During the term of your employment, you will serve as Senior Vice President and Chief Financial Officer, reporting to the Company’s Chief Executive Officer. Subject to the direction and supervision of the Chief Executive Officer and the Company’s policies in effect from time to time, you will have supervision and control over, and responsibility for, such management and operational functions of the Company as are normally assigned to a person in such position or as may reasonably change from time to time, and shall have such other powers and duties as may from time to time be prescribed by the Chief Executive Officer, consistent with the duties and authorities normally afforded to a senior vice president and chief financial officer of a company of the general size and type of the Company.

For so long as you are employed by the Company, excluding any periods of vacation and disability leave to which you are entitled, you will devote your full business time and efforts, to the best of your ability, experience and talent, to the business and affairs of the Company. You shall not be a member of the board of directors or other comparable governing body of any other for-profit entity, or be employed by or act as a consultant to, or otherwise directly or indirectly engage in any other business activity on behalf of any other entity, in each case, without the prior written consent of the Company.

2. Compensation

In addition to your annual base salary as set by the Board of Directors of the Company (“Board”) from time to time (“Annual Base Salary”), for so long as you are employed by the Company, you will be eligible to receive an annual cash bonus (the “Annual Bonus”) in a target amount equal to 60% of your Annual Base Salary, determined and payable under and in accordance with the General Management Incentive Plan of the Company as in effect from time to time.

3. Benefits

For so long as you are employed by the Company, you will be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to senior executives of the Company. You will also be eligible for participation in all welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company.

You will be entitled to receive reimbursement for all reasonable and documented out-of-pocket expenses incurred by you in connection with the performance of your duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

For so long as you are employed by the Company, the Company shall provide you with the use of an automobile in accordance with the Company’s policies.

For so long as you are employed by the Company, you will be entitled to holidays and four weeks paid vacation in accordance with the policies of the Company applicable to other senior executives of the Company generally.

Your employment with the Company will be “at-will,” and you understand that either the Company or you may terminate your employment at any time, with or without Cause (as defined below), with no prior notice. No course of action typically followed by the Company, oral statement by any agent of the Company or statement in any benefits or policy manual or similar document describing the Company’s policies or procedures shall eliminate or limit the Company’s right to terminate your employment at any time, with or without Cause, unless such statement is in writing, is signed by an officer of the Company, and explicitly states that it is the intention to change your at-will employment into an employment for a term of years.

4. Termination

a. If your employment with the Company is terminated without Cause (other than by reason of your death or Disability (as defined below) or voluntary resignation), the Company will provide you with the following severance payments and/or benefits:

(i) (A) on the date on which you would have received the next installment of your Annual Base Salary following the date on which such termination is effective (the “Termination Date”) had you then been employed by the Company, the Company will pay you a lump sum in the amount of your accrued but unpaid Annual Base Salary through the Termination Date, and (B) within 45 days of the Termination Date, the Company will pay you a lump sum in the amount of any unpaid reimbursable expenses and any unpaid amounts to which you are entitled to be paid by the Company pursuant to any of the Company’s welfare benefit plans or programs in which you participated while you were employed by the Company (in the manner and in accordance with the terms of such plans and programs, in each case through the Termination Date) (“Accrued Obligations”);

(ii) subject to Section 5a. below, the Company will make a payment to you equal to two times your Annual Base Salary as of the Termination Date. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state withholding, FICA and Medicare contributions;

(iii) subject to Section 5a. below, the Company will make a payment to you equal to the amount of your target Annual Bonus for the year in which the Termination Date occurs, prorated for the number of whole months you were employed during such year. Such amount shall be paid in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions;

(iv) subject to Section 5a. below, the Company will make a payment to you equal to two times the amount of your target Annual Bonus for the year in which the Termination Date occurs. Such amount shall be payable in a lump sum, less appropriate deductions for federal and state tax withholding, FICA and Medicare contributions; and

(v) subject to Section 5a. below, the Company will make a payment to you equal to the economic equivalent of eighteen months of the employee portion of the cost of continued medical, dental and vision coverage pursuant to COBRA (defined below) under the Company’s health and dental plans in which you or your covered family members are participating on the Termination Date, and in which you are eligible to continue participating under COBRA (the “Medical Payment”), payable in a lump sum, less appropriate deductions for federal, state tax withholding, FICA and Medicare contributions.

For purposes of this subparagraph (v) your Termination Date is a “qualifying event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). As such, if you or your covered family members elect to continue coverage under the Company’s health and dental plans, the maximum COBRA coverage period will begin on this date.

b. If your employment is terminated by the Company with Cause or by you for any reason, then the Company shall have no further payment obligations to you other than (i) for payment of the Accrued Obligations, and (ii) as otherwise required under COBRA.

c. If your employment is terminated due to your death or Disability (as defined below), the Company shall have no further payment obligations to you (or your legal representative, as applicable) other than for: (i) payment of the Accrued Obligations; (ii) payment equal to the amount of your target Annual Bonus for the year in which the death or Disability occurs, prorated for the number of whole months you were employed during such year, subject to paragraph 5a below; (iii) continuance of benefits under the Company’s welfare benefit plans in which you or your covered family members are participating through the Termination Date; and (iv) as otherwise required under COBRA.

d. As used herein, the term “Cause” means (i) the willful failure by you to perform such duties as are reasonably requested by the Company’s Chief Executive Officer, and such failure shall have continued for a period of ten (10) days after the Company gives written notice to you specifying such failure, (ii) the failure by you to observe material Company policies generally applicable to employees of the Company, (iii) gross negligence or willful misconduct by you in the performance of your duties as an employee of the Company, (iv) the commission by you of any act of fraud, theft or financial dishonesty with respect to the Company, (v) your indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude, (vi) breach of any material provision of this agreement or any other agreements with the Company, (vii) your failure to obtain or retain any permits, licenses or approvals which may be required by any state or local authorities in order to permit you to continue employment in the ordinary course with the Company, (viii) any act or omission by you that is materially injurious (financially or otherwise) to the Company or its reputation, (ix) your chronic absenteeism or (x) the use of alcohol in the workplace, including being under the influence of alcohol in the workplace, or any illegal drug use by you. The Board shall determine whether Cause for termination exists.

e. As used herein, the term “Disability” means your incapacity due to physical or mental illness that (i) shall have prevented you from performing your duties for the Company on a full-time basis for more than 180 days, or (ii) (x) the Board determines is likely to prevent you from performing such duties for such a 180-day period and (y) 30 days have elapsed since delivery to you of the Board’s determination and you have not resumed such performance (in which case the Termination Date in the case of a termination for “Disability” pursuant to this clause (ii) shall be deemed to be the last day of such 30-day period).

5. Termination Obligations

a. The Company’s obligations to make any payments hereunder in respect of any termination of your employment, other than payment of the Accrued Obligations, will be conditioned upon your execution and delivery of a customary general release in form and substance satisfactory to the Company (the “Release”). Payment of any severance payment or benefit (other than Accrued Obligations) will be made as soon as practicable, but no later than 60 days, after your Termination Date, provided (i) you have executed and submitted the Release; (ii) the statutory period, if any, during which you are entitled to revoke the Release has expired; and (iii) for any amounts subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) if the 60-day period begins in one calendar year and ends in the subsequent calendar year, payment will be made in the subsequent calendar year. Subject to your execution and delivery of the Release in accordance with this paragraph, in no event shall any lump sum payable to you under this agreement be paid later than March 15^th of the year following the year in which the Termination Date occurs.

b. Upon termination of your employment hereunder, you shall return any and all of the Company’s property, including, without limitation, all computers and other electronic devices, automobiles, keys, credit cards, identification tags, documents, files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, which you may then possess or have under your control.

c. Notwithstanding anything to the contrary contained herein, upon termination of your employment for any reason, you shall be deemed to have given the Company notice of your resignation from any and all positions as officer of the Company and as member of the Board or other similar governing body of the Company, to the extent applicable.

d. Following the Termination Date, you shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company in the pursuit, defense or investigation of any claim, administrative charge or cause of action by, against or concerning the Company as to which you, by virtue of your employment with the Company, have relevant knowledge or information, including by acting as the Company’s representative in any such proceeding, and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall reimburse you for your reasonable documented out-of-pocket expenses in complying with this Section 5d. The Company shall compensate you as an independent contractor in respect of such cooperation in an amount per day equal to a prorated portion of your Annual Base Salary as of the Termination Date.

6. Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/Non-Disparagement

a. For so long as you are employed by the Company and for two (2) years after the Termination Date (the “Non-Compete Period”), you shall not, and shall not permit any of your affiliates to, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any activity or represent any business whether now existing or hereafter established that directly competes with (or proposes or plans to compete with) the Company in any market area in which the Company operates in any line of business engaged in or under development by the Company as of your Termination Date; nor shall you entice, induce or encourage any of the Company’s other employees to engage in any activity which, were it done by you, would violate any provision hereof.

b. During the Non-Compete Period, you agree that you will not, directly or indirectly: (i) attempt to contact, recruit or solicit any customers of the Company; (ii) enter into any agreement with any party to recruit or solicit such customers; (iii) request any customers of the Company to curtail or cancel their business with the Company; (iv) induce or attempt to induce any employee of the Company to leave the Company’s employment; (v) assist any other person or entity in requesting or inducing any such employee of the Company to leave such employment; or (vi) induce or attempt to induce any employee of the Company to join with you in any capacity, directly or indirectly.

c. From and after the date hereof, you will not disclose or use at any time, any Confidential Information of which you are or become aware, whether or not such information is developed by you, except to the extent that such disclosure or use (i) is directly related to and required by your performance in good faith of duties assigned to you by the Company, or (ii) is required by applicable law. In the event you are requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, you will notify the Company promptly in writing so that the Company may seek an appropriate protective order. Any required disclosure made shall be no more extensive than is necessary to meet the minimum requirement imposed on you. Without limiting the provisions of the last paragraph of Section 5, you shall deliver to the Company on the Termination Date, or at any time the Company may request, all files, memoranda, notes, plans, records, reports, computer software and other documents and data (and copies thereof), regardless of format, relating to the Confidential Information or the Work Product (as defined below) of the business of the Company which you may then possess or have under your control.

d. As used herein, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by you while employed by the Company or any predecessors thereof (including those obtained prior to the date hereof) concerning (i) the business or affairs of the Company or such predecessors, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form.

e. You hereby assign, transfer and convey to the Company all of your right, title and interest in and to all inventions discoveries or improvements (whether or not patented, copyrighted or trademarked) conceived or developed solely by you, or jointly by you with others (“Work Product”), during the period during which you are employed by the Company (and for the Non-Compete Period if and to the extent such Work Product results from any work performed for the Company, any use of the Company’s premises or property or any use of the Company’s Confidential Information). You will promptly disclose all Work Product to the Board and perform all actions reasonably requested by the Board (whether prior to or after the Termination Date) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and provide reasonable assistance to the Company (whether before or after the Termination Date) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. You recognize and agree that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States or corresponding foreign law.

f. You agree that, except as may be required by applicable law, you will not make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written), to any person other than the Board, that disparages the Company or is likely in any way to harm the business or the reputation of the Company, or any of its former, present, or future managers, directors, officers, members, stockholders, employees, vendors, clients, successors or assigns.

g. If, from and after the Termination Date, you violate any provision of this agreement, then the Company’s obligations to make any payments or provide any benefits to you hereunder, other than the obligation to pay the Accrued Obligations and provide COBRA, shall be terminated and of no further force or effect, without limiting or affecting your obligations set forth in Sections 5 or 6 of this agreement, or the Company’s other rights and remedies available at law or equity.

h. Because your services are special, unique and extraordinary and because you have access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this agreement. Therefore, in the event of a breach or threatened breach of this agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

7. Miscellaneous

a. Nothing herein is intended to, nor shall it, confer, expressly or by implication, upon any other person or entity any right or remedy under or by reason of this agreement, whether as a purported third party beneficiary or otherwise.

b. This agreement shall inure to the benefit of and be enforceable by your legal representatives, and shall be binding upon the Company’s successors and assigns. This agreement shall be automatically deemed assigned, without any action of the parties, to a successor to the Company, and all references to the Company herein shall thereupon be deemed to refer to such successor.

c. This agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles.

d. In the event of a breach by you of the provisions of this agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to you, to set-off and apply any and all amounts at any time held by the Company on your behalf and all indebtedness at any time owing by the Company to you against any and all of your obligations now or hereafter existing.

e. Any reimbursement made by the Company to you under this agreement must be made no later than the end of the year following the year during which you paid or incurred the underlying expense. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during one taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

f. It is the desire and intent of the parties that the provision of this agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this agreement is adjudicated to be

invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

g. Subject to 7f. above, this agreement may be amended only by a writing signed by both parties, which agreement specifically states that it is intended to amend this agreement, and no course of conduct shall be construed as an amendment or waiver or affect the validity, binding effect or enforceability of this agreement or any provision hereof.

h.	(i) It is intended that all terms and payments under this agreement comply with and be administered in accordance with Code Section 409A so as not to subject you to payment of interest or any additional tax under Code Section 409A. All terms of this agreement that are undefined or ambiguous shall be interpreted in a manner that is consistent with Code Section 409A if necessary to comply with Code Section 409A. If payment or provision of any amount or benefit under this agreement at the time specified would subject such amount or benefit to any additional tax under Code Section 409A, the payment or provision of such amount or benefit will be postponed, if possible, to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. For any severance payment or benefit payable in installments under this agreement, each installment will be treated as a separate payment for purposes of Code Section 409A. The parties agree, to the extent reasonably possible, to amend this agreement in order to comply with Code Section 409A and avoid the imposition of any interest or additional tax under Code Section 409A; provided, however, that neither party shall be required to amend this agreement if such amendment would change the total amount payable by the Company pursuant to this agreement.
	(ii) Notwithstanding any other provision of this agreement, to the extent that (i) you are determined to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), (ii) any amounts payable under this agreement represent amounts that are subject to Code Section 409A, and (iii) such amounts are payable on your “separation from service,” within the meaning of Code Section 409A, then such amounts will not be payable to you before the date that is six months and one day after your separation from service. Payments under this paragraph to which you would otherwise be entitled during the suspension period following your separation from service will be accumulated and paid on the first day permitted under this paragraph.
	(iii) The Company makes no representation or warranty to you with regard to the application of Code Section 409A to any amounts payable pursuant to this agreement. The Company will not be liable to you for any interest, additional tax, or other adverse consequence arising under Code Section 409A with respect to this agreement.

i. This agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes the agreement between you and Tops Markets, LLC dated October 7, 2010, which is of no further force or effect.

Please acknowledge your agreement by your signature and return a signed copy to me.

[Signature Page Follows]

Sincerely,
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name: Frank Curci
	Title:   President & Chief Executive Officer

AGREED AND ACKNOWLEDGED

this 20^th day of August, 2014

/s/ William R. Mills

EX-31.1

Exhibit 31.1

CERTIFICATIONS PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Frank Curci, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Tops Holding II Corporation;

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 Company as of, and for, the periods presented in this report;

4. The Company’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 Company 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 Company, 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 Company’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 Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’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 Company’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 Company’s internal control over financial reporting.

Date: August 25, 2014

/s/ Frank Curci

Frank Curci

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, William R. Mills, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Tops Holding II Corporation;

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 Company as of, and for, the periods presented in this report;

4. The Company’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 Company and have:

c. 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 Company, 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;

d. 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;

e. evaluated the effectiveness of the Company’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

f. disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

g. 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 Company’s ability to record, process, summarize and report financial information; and

h. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: August 25, 2014

/s/ William R. Mills

William R. Mills

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q of Tops Holding II Corporation (the “Company”) for the 28-week period ended July 12, 2014 (the “Report”) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

I, Frank Curci, Chief Executive Officer of the Company, certify, to the best of my knowledge, that on the date hereof:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

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

/s/ Frank Curci

Frank Curci

Chief Executive Officer

August 25, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Special Report on Form 10-K of Tops Holding II Corporation (the “Company”) for the 28-week period ended July 12, 2014 (the “Report”) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

I, William R. Mills, Senior Vice President, Chief Financial Officer of the Company, certify, to the best of my knowledge, that on the date hereof:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

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

/s/ William R. Mills

William R. Mills

Chief Financial Officer

August 25, 2014

XML

Capital Lease Obligations - Schedule of Future Minimum Lease Rental Payments for Capital Lease Obligations (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Leases [Abstract]
Future lease payment, 2014 (remaining period)	$ 13,643
Future lease payment, 2015	27,361
Future lease payment, 2016	26,041
Future lease payment, 2017	22,886
Future lease payment, 2018	19,641
Future lease payment, Thereafter	82,362
Total minimum lease payments	191,934
Less amounts representing interest	(123,050)
Present value of net minimum lease payments	68,884
Less current obligations	(8,511)	(8,314)
Long-term cash obligations	60,373
Non-cash obligations	68,552
Total long-term capital lease obligations	$ 128,925	$ 114,286

XML

Guarantor Financial Statements - Condensed Consolidated Statement of Comprehensive Loss (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jul. 12, 2014	Jul. 12, 2014	Jul. 12, 2014 Tops Holding II Corporation [Member]	Jul. 12, 2014 Tops Holding II Corporation [Member]	Jul. 12, 2014 Tops Holding LLC [Member]	Jul. 12, 2014 Tops Holding LLC [Member]	Jul. 12, 2014 Tops Markets, LLC [Member]	Jul. 12, 2014 Tops Markets, LLC [Member]	Jul. 12, 2014 Guarantor Subsidiaries [Member]	Jul. 12, 2014 Guarantor Subsidiaries [Member]	Jul. 13, 2013 Predecessor [Member]	Jul. 13, 2013 Predecessor [Member]	Jul. 13, 2013 Predecessor [Member] Tops Holding II Corporation [Member]	Jul. 13, 2013 Predecessor [Member] Tops Holding II Corporation [Member]	Jul. 13, 2013 Predecessor [Member] Tops Holding LLC [Member]	Jul. 13, 2013 Predecessor [Member] Tops Holding LLC [Member]	Jul. 13, 2013 Predecessor [Member] Tops Markets, LLC [Member]	Jul. 13, 2013 Predecessor [Member] Tops Markets, LLC [Member]	Jul. 13, 2013 Predecessor [Member] Guarantor Subsidiaries [Member]	Jul. 13, 2013 Predecessor [Member] Guarantor Subsidiaries [Member]	Jul. 12, 2014 Consolidation, Eliminations [Member]	Jul. 12, 2014 Consolidation, Eliminations [Member]	Jul. 13, 2013 Consolidation, Eliminations [Member] Predecessor [Member]	Jul. 13, 2013 Consolidation, Eliminations [Member] Predecessor [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 596,200	$ 1,352,739					$ 458,656	$ 1,043,990	$ 137,765	$ 309,346	$ 601,275	$ 1,337,084					$ 461,842	$ 1,029,643	$ 139,651	$ 308,022	$ (221)	$ (597)	$ (218)	$ (581)
Cost of goods sold	(417,981)	(944,616)					(326,036)	(738,628)	(91,945)	(205,988)	(418,934)	(932,085)					(326,112)	(727,494)	(92,822)	(204,591)
Distribution costs	(11,064)	(26,831)					(8,594)	(20,723)	(2,470)	(6,108)	(11,763)	(26,280)					(8,661)	(19,464)	(3,102)	(6,816)
Gross profit	167,155	381,292					124,026	284,639	43,350	97,250	170,578	378,719					127,069	282,685	43,727	96,615	(221)	(597)	(218)	(581)
Operating expenses:
Wages, salaries and benefits	(80,242)	(187,200)					(59,916)	(139,822)	(20,326)	(47,378)	(80,787)	(184,832)					(60,340)	(137,703)	(20,447)	(47,129)
Selling and general expenses	(28,015)	(69,467)					(20,529)	(51,979)	(7,707)	(18,085)	(26,874)	(63,182)					(20,338)	(48,018)	(6,754)	(15,745)	221	597	218	581
Administrative expenses	(14,903)	(34,976)					(11,576)	(26,766)	(3,327)	(8,210)	(27,072)	(49,326)	(10,635)	(10,893)	(219)	(512)	(12,209)	(28,392)	(4,009)	(9,529)
Rent expense, net	(6,055)	(14,273)					(3,907)	(9,275)	(2,148)	(4,998)	(5,311)	(12,876)					(3,181)	(7,976)	(2,130)	(4,900)
Depreciation and amortization	(13,469)	(30,955)					(12,799)	(27,216)	(670)	(3,739)	(13,048)	(30,052)					(10,278)	(23,435)	(2,770)	(6,617)
Advertising	(5,423)	(11,762)					(4,129)	(9,014)	(1,294)	(2,748)	(5,682)	(11,449)					(4,341)	(8,790)	(1,341)	(2,659)
Total operating expenses	(148,107)	(348,633)					(112,856)	(264,072)	(35,472)	(85,158)	(158,774)	(351,717)	(10,635)	(10,893)	(219)	(512)	(110,687)	(254,314)	(37,451)	(86,579)	221	597	218	581
Operating (loss) income	19,048	32,659					11,170	20,567	7,878	12,092	11,804	27,002	(10,635)	(10,893)	(219)	(512)	16,382	28,371	6,276	10,036
Interest expense, net	(19,321)	(44,398)	(3,394)	(7,835)			(15,632)	(36,211)	(295)	(352)	(16,742)	(35,714)	(2,401)	(2,401)			(14,308)	(33,231)	(33)	(82)
Equity (loss) income from subsidiaries			2,689	(1,883)	2,689	(1,883)	4,580	7,091					7,720	3,777	7,939	4,289	3,770	6,012			(9,958)	(3,325)	(19,429)	(14,078)
(Loss) income before income taxes	(273)	(11,739)	(705)	(9,718)	2,689	(1,883)	118	(8,553)	7,583	11,740	(4,938)	(8,712)	(5,316)	(9,517)	7,720	3,777	5,844	1,152	6,243	9,954	(9,958)	(3,325)	(19,429)	(14,078)
Income tax benefit (expense)	(432)	2,021					2,571	6,670	(3,003)	(4,649)	(378)	(805)					2,095	3,137	(2,473)	(3,942)
Net (loss) income	(705)	(9,718)	(705)	(9,718)	2,689	(1,883)	2,689	(1,883)	4,580	7,091	(5,316)	(9,517)	(5,316)	(9,517)	7,720	3,777	7,939	4,289	3,770	6,012	(9,958)	(3,325)	(19,429)	(14,078)
Other comprehensive income	448	448	448	448	448	448	448	448													(896)	(896)
Comprehensive (loss) income	$ (257)	$ (9,270)	$ (257)	$ (9,270)	$ 3,137	$ (1,435)	$ 3,137	$ (1,435)	$ 4,580	$ 7,091	$ (5,316)	$ (9,517)	$ (5,316)	$ (9,517)	$ 7,720	$ 3,777	$ 7,939	$ 4,289	$ 3,770	$ 6,012	$ (10,854)	$ (4,221)	$ (19,429)	$ (14,078)

XML

Goodwill and Intangible Assets Net - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 13, 2013	Jul. 12, 2014	Jul. 13, 2013
Goodwill [Line Items]
Goodwill impairment charges	$ 0	$ 0	$ 0	$ 0
Amortization expense	2,800,000	1,900,000	6,500,000	4,500,000
Contra expense related to amortization of unfavorable lease rights	100,000	400,000	200,000	900,000
2014 (remaining period)	5,593,000		5,593,000
2016	10,729,000		10,729,000
2017	7,724,000		7,724,000
2018	6,557,000		6,557,000
Thereafter	19,577,000		19,577,000
Tradename - indefinite [Member]
Goodwill [Line Items]
Impairment	0	0	0	0
Unfavorable lease rights [Member]
Goodwill [Line Items]
2014 (remaining period)	200,000	200,000	200,000	200,000
2015	400,000	400,000	400,000	400,000
2016	400,000	400,000	400,000	400,000
2017	400,000	400,000	400,000	400,000
2018	400,000	400,000	400,000	400,000
Thereafter	$ 1,400,000	$ 1,400,000	$ 1,400,000	$ 1,400,000

XML

GUARANTOR FINANCIAL STATEMENTS (Tables)

6 Months Ended

Jul. 12, 2014

Text Block [Abstract]

Guarantor Financial Statements - Condensed Consolidating Balance Sheet (Detail)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

JULY 12, 2014

(Dollars in thousands)

	Tops Holding II Corporation		Tops Holding LLC		Tops Markets, LLC		Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	30,637	$	849	$	—		$	31,486
Accounts receivable, net		—		—		49,841		12,328		—			62,169
Intercompany receivables		—		—		86,007		4,102		(90,109	)		—
Inventory, net		—		—		107,837		36,357		—			144,194
Prepaid expenses and other current assets		—		—		11,142		2,823		—			13,965
Income taxes refundable		—		—		58		—		—			58
Current deferred tax assets		—		—		6,129		—		—			6,129
Total current assets		—		—		291,651		56,459		(90,109	)		258,001
Property and equipment, net		—		—		324,234		64,209		—			388,443
Goodwill		—		—		20,710		196,696		—			217,406
Intangible assets, net		—		—		136,671		50,142		—			186,813
Other assets		5,681		—		11,233		3,041		(3,041	)		16,914
Investment in subsidiaries		149,271		154,971		208,551		—		(512,793	)		—
Total assets	$	154,952	$	154,971	$	993,050	$	370,547	$	(605,943	)	$	1,067,577
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	—	$	—	$	76,991	$	21,369	$	—		$	98,360
Intercompany payables		—		5,700		4,102		80,307		(90,109	)		—
Accrued expenses and other current liabilities		1,021		—		60,512		16,066		—			77,599
Current portion of capital lease obligations		—		—		8,303		208		—			8,511
Current portion of long-term debt		—		—		1,907		31		—			1,938
Total current liabilities		1,021		5,700		151,815		117,981		(90,109	)		186,408
Capital lease obligations		—		—		117,313		11,612		—			128,925
Long-term debt		148,781		—		516,715		557		(3,041	)		663,012
Other long-term liabilities		—		—		27,743		5,628		—			33,371
Non-current deferred tax liabilities		—		—		24,493		26,218		—			50,711
Total liabilities		149,802		5,700		838,079		161,996		(93,150	)		1,062,427
Total shareholders’ equity		5,150		149,271		154,971		208,551		(512,793	)		5,150
Total liabilities and shareholders’ equity	$	154,952	$	154,971	$	993,050	$	370,547	$	(605,943	)	$	1,067,577

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 28, 2013

(Dollars in thousands)

	Tops Holding II Corporation		Tops Holding LLC		Tops Markets, LLC		Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	29,051	$	862	$	—		$	29,913
Accounts receivable, net		—		—		52,453		12,068		—			64,521
Intercompany receivables		—		—		78,963		6,093		(85,056	)		—
Inventory, net		—		—		106,487		35,809		—			142,296
Prepaid expenses and other current assets		—		—		7,817		2,938		—			10,755
Income taxes refundable		—		—		110		—		—			110
Current deferred tax assets		—		—		6,129		—		—			6,129
Total current assets		—		—		281,010		57,770		(85,056	)		253,724
Property and equipment, net		—		—		318,598		68,265		—			386,863
Goodwill		—		—		51,207		166,199		—			217,406
Intangible assets, net		—		—		142,955		50,384		—			193,339
Other assets		6,309		—		12,677		3,041		(3,041	)		18,986
Investment in subsidiaries		161,919		167,619		201,460		—		(530,998	)		—
Total assets	$	168,228	$	167,619	$	1,007,907	$	345,659	$	(619,095	)	$	1,070,318
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	—	$	—	$	62,972	$	16,728	$	—		$	79,700
Intercompany payables		—		5,700		6,093		73,263		(85,056	)		—
Accrued expenses and other current liabilities		510		—		73,363		24,358		—			98,231
Current portion of capital lease obligations		—		—		7,918		396		—			8,314
Current portion of long-term debt		—		—		2,278		31		—			2,309
Total current liabilities		510		5,700		152,624		114,776		(85,056	)		188,554
Capital lease obligations		—		—		111,745		2,541		—			114,286
Long-term debt		148,647		—		518,007		573		(3,041	)		664,186
Other long-term liabilities		—		—		26,730		4,740		—			31,470
Non-current deferred tax liabilities		—		—		31,182		21,569		—			52,751
Total liabilities		149,157		5,700		840,288		144,199		(88,097	)		1,051,247
Total shareholders’ equity		19,071		161,919		167,619		201,460		(530,998	)		19,071
Total liabilities and shareholders’ equity	$	168,228	$	167,619	$	1,007,907	$	345,659	$	(619,095	)	$	1,070,318

Guarantor Financial Statements - Condensed Consolidating Statement of Comprehensive Loss (Detail)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 12-WEEK PERIOD ENDED JULY 12, 2014

(Successor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC		Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—	$	458,656		$	137,765		$	(221	)	$	596,200
Cost of goods sold		—			—		(326,036	)		(91,945	)		—			(417,981	)
Distribution costs		—			—		(8,594	)		(2,470	)		—			(11,064	)
Gross profit		—			—		124,026			43,350			(221	)		167,155
Operating expenses:
Wages, salaries and benefits		—			—		(59,916	)		(20,326	)		—			(80,242	)
Selling and general expenses		—			—		(20,529	)		(7,707	)		221			(28,015	)
Administrative expenses		—			—		(11,576	)		(3,327	)		—			(14,903	)
Rent expense, net		—			—		(3,907	)		(2,148	)		—			(6,055	)
Depreciation and amortization		—			—		(12,799	)		(670	)		—			(13,469	)
Advertising		—			—		(4,129	)		(1,294	)		—			(5,423	)
Total operating expenses		—			—		(112,856	)		(35,472	)		221			(148,107	)
Operating income		—			—		11,170			7,878			—			19,048
Interest expense, net		(3,394	)		—		(15,632	)		(295	)		—			(19,321	)
Equity income from subsidiaries		2,689			2,689		4,580			—			(9,958	)		—
(Loss) income before income taxes		(705	)		2,689		118			7,583			(9,958	)		(273	)
Income tax benefit (expense)		—			—		2,571			(3,003	)		—			(432	)
Net (loss) income		(705	)		2,689		2,689			4,580			(9,958	)		(705	)
Other comprehensive income		448			448		448			—			(896	)		448
Comprehensive (loss) income	$	(257	)	$	3,137	$	3,137		$	4,580		$	(10,854	)	$	(257	)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 12-WEEK PERIOD ENDED JULY 13, 2013

(Predecessor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	461,842		$	139,651		$	(218	)	$	601,275
Cost of goods sold		—			—			(326,112	)		(92,822	)		—			(418,934	)
Distribution costs		—			—			(8,661	)		(3,102	)		—			(11,763	)
Gross profit		—			—			127,069			43,727			(218	)		170,578
Operating expenses:
Wages, salaries and benefits		—			—			(60,340	)		(20,447	)		—			(80,787	)
Selling and general expenses		—			—			(20,338	)		(6,754	)		218			(26,874	)
Administrative expenses		(10,635	)		(219	)		(12,209	)		(4,009	)		—			(27,072	)
Rent expense, net		—			—			(3,181	)		(2,130	)		—			(5,311	)
Depreciation and amortization		—			—			(10,278	)		(2,770	)		—			(13,048	)
Advertising		—			—			(4,341	)		(1,341	)		—			(5,682	)
Total operating expenses		(10,635	)		(219	)		(110,687	)		(37,451	)		218			(158,774	)
Operating (loss) income		(10,635	)		(219	)		16,382			6,276			—			11,804
Interest expense, net		(2,401	)		—			(14,308	)		(33	)		—			(16,742	)
Equity income from subsidiaries		7,720			7,939			3,770			—			(19,429	)		—
(Loss) income before income taxes		(5,316	)		7,720			5,844			6,243			(19,429	)		(4,938	)
Income tax benefit (expense)		—			—			2,095			(2,473	)		—			(378	)
Net (loss) income		(5,316	)		7,720			7,939			3,770			(19,429	)		(5,316	)
Other comprehensive income		—			—			—			—			—			—
Comprehensive (loss) income	$	(5,316	)	$	7,720		$	7,939		$	3,770		$	(19,429	)	$	(5,316	)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 28-WEEK PERIOD ENDED JULY 12, 2014

(Successor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	1,043,990		$	309,346		$	(597	)	$	1,352,739
Cost of goods sold		—			—			(738,628	)		(205,988	)		—			(944,616	)
Distribution costs		—			—			(20,723	)		(6,108	)		—			(26,831	)
Gross profit		—			—			284,639			97,250			(597	)		381,292
Operating expenses:
Wages, salaries and benefits		—			—			(139,822	)		(47,378	)		—			(187,200	)
Selling and general expenses		—			—			(51,979	)		(18,085	)		597			(69,467	)
Administrative expenses		—			—			(26,766	)		(8,210	)		—			(34,976	)
Rent expense, net		—			—			(9,275	)		(4,998	)		—			(14,273	)
Depreciation and amortization		—			—			(27,216	)		(3,739	)		—			(30,955	)
Advertising		—			—			(9,014	)		(2,748	)		—			(11,762	)
Total operating expenses		—			—			(264,072	)		(85,158	)		597			(348,633	)
Operating income		—			—			20,567			12,092			—			32,659
Interest expense, net		(7,835	)		—			(36,211	)		(352	)		—			(44,398	)
Equity (loss) income from subsidiaries		(1,883	)		(1,883	)		7,091			—			(3,325	)		—
(Loss) income before income taxes		(9,718	)		(1,883	)		(8,553	)		11,740			(3,325	)		(11,739	)
Income tax benefit (expense)		—			—			6,670			(4,649	)		—			2,021
Net (loss) income		(9,718	)		(1,883	)		(1,883	)		7,091			(3,325	)		(9,718	)
Other comprehensive income		448			448			448			—			(896	)		448
Comprehensive (loss) income	$	(9,270	)	$	(1,435	)	$	(1,435	)	$	7,091		$	(4,221	)	$	(9,270	)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 28-WEEK PERIOD ENDED JULY 13, 2013

(Predecessor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	1,029,643		$	308,022		$	(581	)	$	1,337,084
Cost of goods sold		—			—			(727,494	)		(204,591	)		—			(932,085	)
Distribution costs		—			—			(19,464	)		(6,816	)		—			(26,280	)
Gross profit		—			—			282,685			96,615			(581	)		378,719
Operating expenses:
Wages, salaries and benefits		—			—			(137,703	)		(47,129	)		—			(184,832	)
Selling and general expenses		—			—			(48,018	)		(15,745	)		581			(63,182	)
Administrative expenses		(10,893	)		(512	)		(28,392	)		(9,529	)		—			(49,326	)
Rent expense, net		—			—			(7,976	)		(4,900	)		—			(12,876	)
Depreciation and amortization		—			—			(23,435	)		(6,617	)		—			(30,052	)
Advertising		—			—			(8,790	)		(2,659	)		—			(11,449	)
Total operating expenses		(10,893	)		(512	)		(254,314	)		(86,579	)		581			(351,717	)
Operating (loss) income		(10,893	)		(512	)		28,371			10,036			—			27,002
Interest expense, net		(2,401	)		—			(33,231	)		(82	)		—			(35,714	)
Equity income from subsidiaries		3,777			4,289			6,012			—			(14,078	)		—
(Loss) income before income taxes		(9,517	)		3,777			1,152			9,954			(14,078	)		(8,712	)
Income tax benefit (expense)		—			—			3,137			(3,942	)		—			(805	)
Net (loss) income		(9,517	)		3,777			4,289			6,012			(14,078	)		(9,517	)
Other comprehensive income		—			—			—			—			—			—
Comprehensive (loss) income	$	(9,517	)	$	3,777		$	4,289		$	6,012		$	(14,078	)	$	(9,517	)

Guarantor Financial Statements - Condensed Consolidating Statement of Cash Flows (Detail)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 28-WEEK PERIOD ENDED JULY 12, 2014

(Successor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(6,563	)	$	—		$	50,235		$	(16,482	)	$	—		$	27,190
Cash flows (used in) provided by investing activities:
Cash paid for property and equipment		—			—			(19,728	)		(1,434	)		—			(21,162	)
Change in intercompany receivables position		—			—			—			9,035			(9,035	)		—
Net cash (used in) provided by investing activities		—			—			(19,728	)		7,601			(9,035	)		(21,162	)
Cash flows provided by (used in) financing activities:
Dividends		(4,712	)		(11,275	)		(11,275	)		—			22,550			(4,712	)
Capital contributions		11,275			11,275			—			—			(22,550	)		—
Borrowings on 2017 ABL Facility		—			—			267,900			—			—			267,900
Repayments on 2017 ABL Facility		—			—			(272,700	)		—			—			(272,700	)
Principal payments on capital leases		—			—			(4,466	)		(251	)		—			(4,717	)
Proceeds from sale leaseback financing transactions		—			—			3,616			9,134			—			12,750
Repayments of long-term debt borrowings		—			—			(2,816	)		(15	)		—			(2,831	)
Deferred financing costs paid		—			—			(637	)		—			—			(637	)
Change in bank overdraft position		—			—			492			—			—			492
Change in intercompany payables position		—			—			(9,035	)		—			9,035			—
Net cash provided by (used in) financing activities		(6,563	)		—			(28,921	)		8,868			9,035			(4,455	)
Net increase (decrease) in cash and cash equivalents		—			—			1,586			(13	)		—			1,573
Cash and cash equivalents – beginning of period		—			—			29,051			862			—			29,913
Cash and cash equivalents – end of period	$	—		$	—		$	30,637		$	849		$	—		$	31,486

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 28-WEEK PERIOD ENDED JULY 13, 2013

(Predecessor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	—		$	(512	)	$	19,478		$	12,761		$	—		$	31,727
Cash flows used in investing activities:
Cash paid for property and equipment		—			—			(26,247	)		(1,342	)		—			(27,589	)
Acquisition of independent supermarkets		—			—			(5,995	)		—			—			(5,995	)
Change in intercompany receivables position		—			—			(512	)		(11,145	)		11,657			—
Net cash used in investing activities		—			—			(32,754	)		(12,487	)		11,657			(33,584	)
Cash flows provided by (used in) financing activities:
Proceeds from long-term debt borrowings		148,500			—			—			—			—			148,500
Dividend to shareholders		(141,920	)		—			—			—			—			(141,920	)
Deferred financing costs paid		—			—			(7,977	)		—			—			(7,977	)
Stock option exercises		227			—			—			—			—			227
Change in intercompany payables position		—			512			11,145			—			(11,657	)		—
Borrowings on 2017 ABL Facility		—			—			138,500			—			—			138,500
Repayments on 2017 ABL Facility		—			—			(131,700	)		—			—			(131,700	)
Principal payments on capital leases		—			—			(7,804	)		(210	)		—			(8,014	)
Change in bank overdraft position		—			—			426			—			—			426
Repayments of long-term debt borrowings		—			—			(161	)		—			—			(161	)
Net cash provided by (used in) financing activities		6,807			512			2,429			(210	)		(11,657	)		(2,119	)
Net increase (decrease) in cash and cash equivalents		6,807			—			(10,847	)		64			—			(3,976	)
Cash and cash equivalents – beginning of period		—			—			31,586			836			—			32,422
Cash and cash equivalents – end of period	$	6,807		$	—		$	20,739		$	900		$	—		$	28,446

XML

Income Taxes - Summary of Income Tax (Expense) Benefit (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jul. 12, 2014	Jul. 12, 2014	Jul. 13, 2013 Predecessor [Member]	Jul. 13, 2013 Predecessor [Member]
Income Taxes [Line Items]
Current	$ (2)	$ (19)	$ (1)
Deferred	(430)	2,040	(377)	(805)
Total income tax (expense) benefit	$ (432)	$ 2,021	$ (378)	$ (805)

XML

Accrued Expenses and Other Current Liabilities - Additional Information (Detail) (Management Purchase [Member], USD $) In Millions, unless otherwise specified	6 Months Ended
	Jul. 12, 2014
Management Purchase [Member]
Accrued Expenses And Other Liabilities [Line Items]
Professional and legal fees paid	$ 15.2

XML

Guarantor Financial Statements - Condensed Consolidated Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Current assets:
Cash and cash equivalents	$ 31,486	$ 29,913
Accounts receivable, net	62,169	64,521
Intercompany receivables
Inventory, net	144,194	142,296
Prepaid expenses and other current assets	13,965	10,755
Income taxes refundable	58	110
Current deferred tax assets	6,129	6,129
Total current assets	258,001	253,724
Property and equipment, net	388,443	386,863
Goodwill	217,406	217,406
Intangible assets, net	186,813	193,339
Other assets	16,914	18,986
Investment in subsidiaries
Total assets	1,067,577	1,070,318
Current liabilities:
Accounts payable	98,360	79,700
Intercompany payables
Accrued expenses and other current liabilities	77,599	98,231
Current portion of capital lease obligations	8,511	8,314
Current portion of long-term debt	1,938	2,309
Total current liabilities	186,408	188,554
Capital lease obligations	128,925	114,286
Long-term debt	663,012	664,186
Other long-term liabilities	33,371	31,470
Non-current deferred tax liabilities	50,711	52,751
Total liabilities	1,062,427	1,051,247
Total shareholders' equity	5,150	19,071
Total liabilities and shareholders' equity	1,067,577	1,070,318
Consolidation, Eliminations [Member]
Current assets:
Cash and cash equivalents
Accounts receivable, net
Intercompany receivables	(90,109)	(85,056)
Inventory, net
Prepaid expenses and other current assets
Income taxes refundable
Current deferred tax assets
Total current assets	(90,109)	(85,056)
Property and equipment, net
Goodwill
Intangible assets, net
Other assets	(3,041)	(3,041)
Investment in subsidiaries	(512,793)	(530,998)
Total assets	(605,943)	(619,095)
Current liabilities:
Accounts payable
Intercompany payables	(90,109)	(85,056)
Accrued expenses and other current liabilities
Current portion of capital lease obligations
Current portion of long-term debt
Total current liabilities	(90,109)	(85,056)
Capital lease obligations
Long-term debt	(3,041)	(3,041)
Other long-term liabilities
Non-current deferred tax liabilities
Total liabilities	(93,150)	(88,097)
Total shareholders' equity	(512,793)	(530,998)
Total liabilities and shareholders' equity	(605,943)	(619,095)
Tops Holding II Corporation [Member]
Current assets:
Cash and cash equivalents
Accounts receivable, net
Intercompany receivables
Inventory, net
Prepaid expenses and other current assets
Income taxes refundable
Current deferred tax assets
Total current assets
Property and equipment, net
Goodwill
Intangible assets, net
Other assets	5,681	6,309
Investment in subsidiaries	149,271	161,919
Total assets	154,952	168,228
Current liabilities:
Accounts payable
Intercompany payables
Accrued expenses and other current liabilities	1,021	510
Current portion of capital lease obligations
Current portion of long-term debt
Total current liabilities	1,021	510
Capital lease obligations
Long-term debt	148,781	148,647
Other long-term liabilities
Non-current deferred tax liabilities
Total liabilities	149,802	149,157
Total shareholders' equity	5,150	19,071
Total liabilities and shareholders' equity	154,952	168,228
Tops Holding LLC [Member]
Current assets:
Cash and cash equivalents
Accounts receivable, net
Intercompany receivables
Inventory, net
Prepaid expenses and other current assets
Income taxes refundable
Current deferred tax assets
Total current assets
Property and equipment, net
Goodwill
Intangible assets, net
Other assets
Investment in subsidiaries	154,971	167,619
Total assets	154,971	167,619
Current liabilities:
Accounts payable
Intercompany payables	5,700	5,700
Accrued expenses and other current liabilities
Current portion of capital lease obligations
Current portion of long-term debt
Total current liabilities	5,700	5,700
Capital lease obligations
Long-term debt
Other long-term liabilities
Non-current deferred tax liabilities
Total liabilities	5,700	5,700
Total shareholders' equity	149,271	161,919
Total liabilities and shareholders' equity	154,971	167,619
Tops Markets, LLC [Member]
Current assets:
Cash and cash equivalents	30,637	29,051
Accounts receivable, net	49,841	52,453
Intercompany receivables	86,007	78,963
Inventory, net	107,837	106,487
Prepaid expenses and other current assets	11,142	7,817
Income taxes refundable	58	110
Current deferred tax assets	6,129	6,129
Total current assets	291,651	281,010
Property and equipment, net	324,234	318,598
Goodwill	20,710	51,207
Intangible assets, net	136,671	142,955
Other assets	11,233	12,677
Investment in subsidiaries	208,551	201,460
Total assets	993,050	1,007,907
Current liabilities:
Accounts payable	76,991	62,972
Intercompany payables	4,102	6,093
Accrued expenses and other current liabilities	60,512	73,363
Current portion of capital lease obligations	8,303	7,918
Current portion of long-term debt	1,907	2,278
Total current liabilities	151,815	152,624
Capital lease obligations	117,313	111,745
Long-term debt	516,715	518,007
Other long-term liabilities	27,743	26,730
Non-current deferred tax liabilities	24,493	31,182
Total liabilities	838,079	840,288
Total shareholders' equity	154,971	167,619
Total liabilities and shareholders' equity	993,050	1,007,907
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	849	862
Accounts receivable, net	12,328	12,068
Intercompany receivables	4,102	6,093
Inventory, net	36,357	35,809
Prepaid expenses and other current assets	2,823	2,938
Income taxes refundable
Current deferred tax assets
Total current assets	56,459	57,770
Property and equipment, net	64,209	68,265
Goodwill	196,696	166,199
Intangible assets, net	50,142	50,384
Other assets	3,041	3,041
Investment in subsidiaries
Total assets	370,547	345,659
Current liabilities:
Accounts payable	21,369	16,728
Intercompany payables	80,307	73,263
Accrued expenses and other current liabilities	16,066	24,358
Current portion of capital lease obligations	208	396
Current portion of long-term debt	31	31
Total current liabilities	117,981	114,776
Capital lease obligations	11,612	2,541
Long-term debt	557	573
Other long-term liabilities	5,628	4,740
Non-current deferred tax liabilities	26,218	21,569
Total liabilities	161,996	144,199
Total shareholders' equity	208,551	201,460
Total liabilities and shareholders' equity	$ 370,547	$ 345,659

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GOODWILL AND INTANGIBLE ASSETS, NET

6 Months Ended

Jul. 12, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

3. GOODWILL AND INTANGIBLE ASSETS, NET

The following table summarizes the change in the Company’s goodwill balance during the 28-week period ended July 12, 2014 (dollars in thousands):

Balance – December 28, 2013	$	217,406
Balance – July 12, 2014	$	217,406

Goodwill is reviewed annually for impairment on December 1, or more frequently upon the occurrence of trigger events. Based on the Company’s assessment, no goodwill impairments were recorded during the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013.

Intangible assets, net of accumulated amortization, consist of the following (dollars in thousands):

July 12, 2014	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Amortization Period
Tradename – indefinite	$	131,000	$	—		$	131,000		Indefinite life
Customer relationships		28,400		(4,407	)		23,993		14.0
Favorable lease rights		21,600		(1,868	)		19,732		9.0
Franchise agreements		13,300		(1,212	)		12,088		14.0
	$	194,300	$	(7,487	)	$	186,813		12.3

December 28, 2013	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename – indefinite	$	131,000	$	—		$	131,000
Customer relationships		28,400		(568	)		27,832
Favorable lease rights		21,600		(233	)		21,367
Franchise agreements		13,300		(160	)		13,140
	$	194,300	$	(961	)	$	193,339

The Tops tradename is reviewed annually for impairment on December 1, or more frequently, if impairment indicators arise. Based on the Company’s assessment, no impairment was recorded during the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013.

During the 12-week periods ended July 12, 2014 and July 13, 2013, amortization expense related to intangible assets was $2.8 million and $1.9 million, respectively. During the 28-week periods ended July 12, 2014 and July 13, 2013, amortization expense related to intangible assets was $6.5 million and $4.5 million, respectively. Such amortization is included in depreciation and amortization in the condensed consolidated statements of comprehensive loss.

Depreciation and amortization in the condensed consolidated statements of comprehensive loss during the 12-week periods ended July 12, 2014 and July 13, 2013 includes $0.1 million and $0.4 million, respectively, of contra-expense related to the amortization of unfavorable lease rights which are classified in other long-term liabilities in the condensed consolidated balance sheets. During the 28-week periods ended July 12, 2014 and July 13, 2013, depreciation and amortization in the condensed consolidated statements of comprehensive loss includes $0.2 million and $0.9 million, respectively, of contra-expense related to the amortization of unfavorable lease rights. Expected future amortization of these unfavorable lease rights is contra-expense of $0.2 million in the remaining period of Fiscal 2014, $0.4 million in Fiscal 2015, $0.4 million in Fiscal 2016, $0.4 million in Fiscal 2017, $0.4 million in Fiscal 2018 and $1.4 million thereafter.

As of July 12, 2014, expected future amortization of intangible assets is as follows (dollars in thousands):

2014 (remaining period)	$	5,593
2015		10,729
2016		7,724
2017		6,557
2018		5,633
Thereafter		19,577

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Income Taxes - Additional Information (Detail)	3 Months Ended		6 Months Ended
	Jul. 12, 2014	Jul. 13, 2013	Jul. 12, 2014	Jul. 13, 2013
Income Tax Disclosure [Abstract]
Effective income tax rate	(158.20%)	(7.70%)	17.20%	(9.20%)
Effective income tax rate without adjustment valuation allowance	23.20%	43.00%	41.50%	19.50%

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Business Acquisition - Additional Information (Detail) (USD $)		0 Months Ended	1 Months Ended	4 Months Ended	0 Months Ended
	Dec. 01, 2013	Dec. 01, 2013 Management Purchase [Member]	Dec. 28, 2013 Change in Useful Life of Property and Equipment [Member]	Apr. 19, 2014 Change in Useful Life of Property and Equipment [Member]	Dec. 01, 2013 Indefinite-lived Intangible Assets [Member] Minimum [Member] Income Approach Valuation Technique [Member]	Dec. 01, 2013 Indefinite-lived Intangible Assets [Member] Maximum [Member] Income Approach Valuation Technique [Member]
Business Acquisition [Line Items]
Transaction cost		$ 15,800,000
Cash consideration, businesses acquisition		20,860,000
Intangible assets, discount rate					14.00%	16.00%
Deferred tax assets	50,100,000
Deferred tax assets, net operating losses	24,400,000
Deferred tax liabilities	11,500,000
Deferred tax assets, valuation allowance	43,900,000
Deferred tax liabilities , net	86,400,000
Reduction in depreciation expense			(1,300,000)	(4,700,000)
Reduction of income tax benefit			$ (500,000)	$ (100,000)

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The Company, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Carrying and Estimated Values of Debt Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Carrying value of long-term debt:
Current portion of long-term debt	$ 1,938	$ 2,309
Long-term debt	663,012	664,186
Total carrying value of long-term debt	664,950	666,495
Fair value of long-term debt	713,563	719,861
Excess of fair value over carrying value	$ 48,613	$ 53,366

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Shareholders' Equity - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended
	Jun. 30, 2014	Mar. 31, 2014
Equity [Abstract]
Dividends paid	$ 2.3	$ 2.4

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Business Acquisition - Allocation of Purchase Price to Assets Acquired and Liabilities Assumed (Detail) (USD $) In Thousands, unless otherwise specified			0 Months Ended
	Jul. 12, 2014	Dec. 28, 2013	Dec. 01, 2013 Management Purchase [Member]
Assets acquired:
Cash			$ 25,149
Accounts receivable			66,244
Inventory			149,911
Prepaid expenses			14,905
Income taxes refundable			116
Deferred tax assets			1,122
Property and equipment			385,811
Goodwill	217,406	217,406	217,406
Intangible assets			194,300
Other assets			19,456
Total assets acquired			1,074,420
Liabilities assumed:
Accounts payable			81,588
Accrued expenses and other current liabilities			113,544
Other long-term liabilities			31,196
Capital lease obligations			124,149
Long-term debt			654,177
Deferred tax liabilities			48,906
Total liabilities assumed			1,053,560
Acquisition price			$ 20,860

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Business Acquisition - Unaudited Pro forma Financial Information (Detail) (Predecessor [Member], Management Purchase [Member], USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 13, 2013
Predecessor [Member] | Management Purchase [Member]
Business Acquisition Pro Forma Information [Line Items]
Net sales	$ 1,337,084
Operating income	11,189
Net loss	$ (25,330)

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BUSINESS ACQUISITION

6 Months Ended

Jul. 12, 2014

Business Combinations [Abstract]

BUSINESS ACQUISITION

2. BUSINESS ACQUISITION

On December 1, 2013, the Management Purchase was consummated. Following the Management Purchase, primarily through their ownership of Tops MBO Co, management now beneficially owns all of the outstanding common stock of Holding II. Accordingly, the Company was required to apply “push down” accounting, with the results of the Management Purchase reflected in Holding II’s condensed consolidated financial statements. The application of “push down” accounting has resulted in a new basis of accounting in which the total purchase price paid by Tops MBO Co has been allocated to the assets acquired and liabilities assumed using preliminary estimates of their fair values under the acquisition method of accounting in accordance with ASC 805, “Business Combinations” (“ASC 805”). In addition to the cash consideration of $20.9 million paid to the Sellers, the Company incurred $15.8 million of transaction costs during late Fiscal 2013.

Under the acquisition method of accounting, the aggregate purchase price is allocated to the net tangible and intangible assets based upon their estimated fair values on the acquisition date. The Company engaged a third party valuation specialist to assist with the valuation of assets acquired. As the values of certain assets and liabilities are preliminary in nature, the fair values for inventory, property and equipment, favorable and unfavorable lease rights, the tradename, customer relationships, franchise agreements, deferred income taxes and goodwill are subject to adjustment as additional information is obtained. For purposes of a preliminary allocation of the assets acquired and liabilities assumed, the excess of the purchase price over the estimated fair value of net tangible and intangible assets has been assigned to goodwill, which is not tax deductible. The purchase price allocations will be finalized within twelve months of the closing of the Management Purchase. When the valuations are finalized, changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the fair value of property and equipment, identifiable intangible assets acquired, including the tradename, deferred income taxes and any related goodwill initially recorded.

The preliminary fair value of inventory was determined based upon the Company’s estimated selling prices, less estimated costs to sell, disposition costs and normal profit margin. The preliminary fair values of buildings, personal property and site improvements, all of which are included in property and equipment in the succeeding table, were determined using the cost approach. The preliminary fair value of land was determined using the market approach. The preliminary fair values of intangible assets were primarily determined using the income approach which, for the tradename, is based upon the present value of the economic royalty savings and revenue projections attributed to the tradename. The discount rates applied to the value of intangible assets ranged between 14% and 16%, which were benchmarked with reference to the implied rate of return from the transaction model as well as an estimate of a market participant’s weighted average cost of capital on the capital asset pricing model.

The Company had gross deferred tax assets of $50.1 million as of the closing date, of which $24.4 million related to historical net operating losses (“NOLs”). These historical deferred tax assets were offset by deferred tax liabilities of $11.5 million, as well as a valuation allowance of $43.9 million.

The Company conducted an analysis to determine the impact of the acquisition on its ability to utilize the NOLs. The analysis concluded that the Company incurred a change in ownership within the meaning of Section 382 of the Internal Revenue Code (“IRC Section 382”). In general, IRC Section 382 places annual limitations on the use of certain tax attributes such as NOLs in existence as of the ownership change date. The IRC Section 382 calculation indicates that the change in ownership will not impact the Company’s ability to use certain tax attributes.

Goodwill resulting from the Management Purchase is not tax deductible. Acquisition accounting adjustments to the fair value of intangible assets, property and equipment and certain other assets and liabilities will also not be deductible for tax purposes. In accordance with ASC 805, preliminary incremental net deferred tax liabilities of $86.4 million related to acquisition accounting adjustments have been established as of the closing date with a corresponding adjustment to goodwill.

Due to preliminary net deferred tax liabilities recognized in conjunction with definite-lived intangible assets, property and equipment and certain other assets acquired and liabilities assumed, it was determined that it was more likely than not that the Company will be able to utilize deferred tax assets related to future tax deductions, and as such, the Company reversed the valuation allowance of $43.9 million related to acquired deferred tax assets, including NOLs, with a corresponding adjustment to goodwill.

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the transaction date (dollars in thousands):

Assets acquired:
Cash	$	25,149
Accounts receivable		66,244
Inventory		149,911
Prepaid expenses		14,905
Income taxes refundable		116
Deferred tax assets		1,122
Property and equipment		385,811
Goodwill		217,406
Intangible assets		194,300
Other assets		19,456
Total assets acquired		1,074,420
Liabilities assumed:
Accounts payable		81,588
Accrued expenses and other current liabilities		113,544
Other long-term liabilities		31,196
Capital lease obligations		124,149
Long-term debt		654,177
Deferred tax liabilities		48,906
Total liabilities assumed		1,053,560
Acquisition price	$	20,860

The factors contributing to the recognition of goodwill were based upon the Company’s determination that several strategic and synergistic benefits are expected to be realized from the Management Purchase. Goodwill represents the purchase price paid in excess of the fair value of the net assets acquired and liabilities assumed at December 1, 2013.

Previously reported results have been retroactively adjusted to reflect revised useful life estimates for property and equipment assets revalued in connection with the Management Purchase. These revised estimates resulted in reductions of depreciation expense of $4.7 million and $1.3 million in the 16-week period ended April 19, 2014 and the 4-week period ended December 28, 2013 (“Fiscal 2013 Successor Period”), respectively. These depreciation expense adjustments resulted in related reductions of income tax benefit of $0.1 million and $0.5 million in the 16-week period ended April 19, 2014 and the Fiscal 2013 Successor Period, respectively.

The following table summarizes the Company’s unaudited pro forma operating results for the 28-week period ended July 13, 2013, giving effect to the Management Purchase as if it occurred on December 30, 2012 (dollars in thousands):

Net sales	$	1,337,084
Operating income		11,189
Net loss		(25,330	)

The pro forma information above reflects the $15.8 million of transaction costs incurred by the Company during late Fiscal 2013 within the operating results of the 28-week period ended July 13, 2013. This pro forma financial information is not intended to represent or be indicative of what would have occurred if the transaction had taken place prior to the beginning of the periods presented and should not be taken as representative of the Company’s future consolidated results of operations.

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Goodwill and Intangible Assets Net - Summary of Change in Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 217,406	$ 217,406
Goodwill, Ending Balance	$ 217,406	$ 217,406

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Debt - Summary of Long-term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013	Nov. 29, 2013	Jul. 12, 2014 2017 ABL Facility [Member]	Dec. 28, 2013 2017 ABL Facility [Member]	Jul. 12, 2014 Holding I [Member]	Dec. 28, 2013 Holding I [Member]	Jul. 12, 2014 Holding II [Member]	Dec. 28, 2013 Holding II [Member]	May 15, 2013 Holding II [Member]	Dec. 28, 2013 Mortgage Note Payable [Member]
Secured Debt [Abstract]
Notes			$ 12,300			$ 460,000	$ 460,000	$ 150,000	$ 150,000
Discount on notes								(1,219)	(1,353)	(1,500)
ABL Facility				50,000	54,800
Other loans	6,169	2,604
Mortgage note payable											444
Total debt	664,950	666,495
Current portion	(1,938)	(2,309)
Total long-term debt	$ 663,012	$ 664,186

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Current assets:
Cash and cash equivalents	$ 31,486	$ 29,913
Accounts receivable, net	62,169	64,521
Inventory, net	144,194	142,296
Prepaid expenses and other current assets	13,965	10,755
Income taxes refundable	58	110
Current deferred tax assets	6,129	6,129
Total current assets	258,001	253,724
Property and equipment, net	388,443	386,863
Goodwill (Note 3)	217,406	217,406
Intangible assets, net (Note 3)	186,813	193,339
Other assets	16,914	18,986
Total assets	1,067,577	1,070,318
Current liabilities:
Accounts payable	98,360	79,700
Accrued expenses and other current liabilities (Note 4)	77,599	98,231
Current portion of capital lease obligations (Note 5)	8,511	8,314
Current portion of long-term debt (Note 6)	1,938	2,309
Total current liabilities	186,408	188,554
Capital lease obligations (Note 5)	128,925	114,286
Long-term debt (Note 6)	663,012	664,186
Other long-term liabilities	33,371	31,470
Non-current deferred tax liabilities	50,711	52,751
Total liabilities	1,062,427	1,051,247
Commitments and contingencies (Note 9)
Common shares ($0.001 par value; 300,000 authorized shares, 126,560 shares issued and outstanding as of July 12, 2014 and December 28, 2013)	0	0
Paid-in capital	16,209	20,860
Accumulated deficit	(11,556)	(1,838)
Accumulated other comprehensive income, net of tax	497	49
Total shareholders' equity	5,150	19,071
Total liabilities and shareholders' equity	$ 1,067,577	$ 1,070,318

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Commitments and Contingencies - Additional Information (Detail) (USD $)	0 Months Ended	6 Months Ended			0 Months Ended	3 Months Ended	6 Months Ended						0 Months Ended
	Sep. 24, 2012 Store	Jul. 12, 2014 Agreement Employees	Dec. 28, 2013	Jul. 12, 2014 Teamsters Local 264 [Member]	May 27, 2014 Multiemployer Plans, Pension [Member]	Jul. 12, 2014 Multiemployer Plans, Pension [Member]	Jul. 12, 2014 Multiemployer Plans, Pension [Member]	Jul. 12, 2014 Local One Collective Bargaining Arrangement [Member] Five Collective Bargaining Agreements [Member] Minimum [Member]	Jul. 12, 2014 Local One Collective Bargaining Arrangement [Member] Five Collective Bargaining Agreements [Member] Maximum [Member]	Jul. 12, 2014 Non Local Collective Bargaining Arrangement One [Member]	Jul. 12, 2014 Non Local Collective Bargaining Arrangement Two [Member]	Jul. 12, 2014 Local Three Collective Bargaining Arrangement [Member] Teamsters Local 264 [Member] Agreement	Sep. 24, 2012 Supplemental Supply Agreement [Member]	Jul. 12, 2014 Pending Litigation [Member]	Dec. 28, 2013 Pending Litigation [Member]
Commitments Contingencies And Litigation [Line Items]
Number of supermarkets acquired	21
Agreement expiration date													Sep. 23, 2022
Minimum purchase requirement		95.00%
Expiration date of supply agreement		Feb. 28, 2017
Accrued potential liability		$ 0	$ 0
Number of employed associates		15,100
Percentage of associates engaged in various unions		83.00%
Percentage of members working in distribution facilities				4.00%
Number of collective bargaining agreements		5										3
Expiration date of collective bargaining agreements								2015-10	2017-07	2015-02	2016-04
Expiration date of collective bargaining agreements												2019-08
Multiemployer pension plan rejected contributions						1,100,000	2,300,000
Liability estimate due to withdrawal from fund					183,700,000
Contribution payable period					240 months
Monthly installment amount					641,514
Accrued amount related to legal proceedings														$ 0	$ 0

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 12, 2014	Jul. 13, 2013 Predecessor [Member]
Cash flows provided by operating activities:
Net loss	$ (9,718)	$ (9,517)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	36,379	38,186
Deferred income taxes	(2,040)	805
LIFO inventory valuation adjustments	2,231	723
Amortization of deferred financing costs	2,101	1,357
Share-based compensation expense	61	3,826
Other	647	199
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, net	2,352	(11,556)
Increase in inventory, net	(4,129)	(5,812)
Increase in prepaid expenses and other current assets	(2,304)	(1,959)
Decrease (increase) in income taxes refundable	52	(15)
Increase in accounts payable	18,168	14,515
(Decrease) increase in accrued expenses and other current liabilities	(18,790)	43
Increase in other long-term liabilities	2,180	932
Net cash provided by operating activities	27,190	31,727
Cash flows used in investing activities:
Cash paid for property and equipment	(21,162)	(27,589)
Acquisition of supermarkets		(5,995)
Net cash (used in) provided by investing activities	(21,162)	(33,584)
Cash flows used in financing activities:
Borrowings on 2017 ABL Facility	267,900	138,500
Repayments on 2017 ABL Facility	(272,700)	(131,700)
Proceeds from sale leaseback financing transaction	12,750
Principal payments on capital leases	(4,717)	(8,014)
Dividends to Tops MBO Corporation	(4,712)
Repayments of long-term debt borrowings	(2,831)	(161)
Deferred financing costs paid	(637)	(7,977)
Change in bank overdraft position	492	426
Proceeds from long-term debt borrowings		148,500
Dividend to former shareholders		(141,920)
Proceeds from stock option exercises		227
Net cash used in financing activities	(4,455)	(2,119)
Net increase (decrease) in cash and cash equivalents	1,573	(3,976)
Cash and cash equivalents - beginning of period	29,913	32,422
Cash and cash equivalents - end of period	$ 31,486	$ 28,446

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Goodwill and Intangible Assets Net - Summary of Expected Future Amortization of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014
Finite Lived Intangible Assets Future Amortization Expense [Abstract]
Future amortization expense, 2014 (remaining period)	$ 5,593
Future amortization expense, 2015	10,729
Future amortization expense, 2016	7,724
Future amortization expense, 2017	6,557
Future amortization expense, 2018	5,633
Future amortization expense, Thereafter	$ 19,577

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CAPITAL LEASE OBLIGATIONS (Tables)

6 Months Ended

Jul. 12, 2014

Leases [Abstract]

Schedule of Future Minimum Lease Rental Payments for Capital Lease Obligations

As of July 12, 2014, future minimum lease rental payments applicable to non-cancelable capital lease obligations were as follows (dollars in thousands):

2014 (remaining period)	$	13,643
2015		27,361
2016		26,041
2017		22,886
2018		19,641
Thereafter		82,362
Total minimum lease payments		191,934
Less amounts representing interest		(123,050	)
Present value of net minimum lease payments		68,884
Less current obligations		(8,511	)
Long-term cash obligations		60,373
Non-cash obligations		68,552
Total long-term capital lease obligations	$	128,925

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Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 12, 2014	Dec. 28, 2013
Accrued expenses and other current liabilities
Wages, taxes and benefits	$ 16,978	$ 18,391
Lottery	11,301	10,519
Union medical, pension and 401(k)	8,596	4,589
Self-insurance reserves	6,075	6,033
Interest payable	4,430	2,272
Sales and use tax	4,231	6,279
Gift cards	3,127	7,312
Property and equipment expenditures	3,051	4,285
Utilities	2,241	2,714
Professional and legal fees	1,998	18,854
Repairs and maintenance	1,882	2,539
Money orders	1,861	1,456
Other	11,828	12,988
Accrued expenses and other current liabilities, Total	$ 77,599	$ 98,231

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INCOME TAXES (Tables)

6 Months Ended

Jul. 12, 2014

Income Tax Disclosure [Abstract]

Summary of Income Tax (Expense) Benefit

Income tax (expense) benefit was as follows (dollars in thousands):

	12-week periods ended						28-week periods ended
	July 12, 2014			July 13, 2013			July 12, 2014			July 13, 2013
	(Successor)			(Predecessor)			(Successor)			(Predecessor)
Current	$	(2	)	$	(1	)	$	(19	)	$	—
Deferred		(430	)		(377	)		2,040			(805	)
Total income tax (expense) benefit	$	(432	)	$	(378	)	$	2,021		$	(805	)

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THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jul. 12, 2014

Accounting Policies [Abstract]

THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Tops Holding II Corporation (“Holding II” or “Company”), the parent of Tops Holding LLC (“Holding I”), formerly Tops Holding Corporation, was incorporated on May 7, 2013. Holding I is the parent of Tops Markets, LLC (“Tops Markets”), a supermarket retailer with supermarkets in Upstate New York, Northern Pennsylvania and Vermont. As of July 12, 2014, the Company operated 157 supermarkets under the banners of Tops and Orchard Fresh, with an additional five supermarkets operated by franchisees. Holding II has no business operations other than the ownership of Holding I and as the issuer of the Holding II Notes (see Note 6).

On November 14, 2013, each of the sellers named therein (including Morgan Stanley Global Private Equity (“MSPE”)) (the “Sellers”), Tops MBO Corporation (“Tops MBO Co”) and Holding II signed a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) pursuant to which Tops MBO Co agreed to purchase substantially all of the outstanding common stock of Holding II (together with the transactions contemplated by the Purchase and Sale Agreement, the “Management Purchase”). Tops MBO Co is owned and controlled by current members of management. The Management Purchase closed effective December 1, 2013. The consummation of the Management Purchase was the result of arms’ length negotiations. Prior to the Management Purchase, members of management owned approximately 7% of the outstanding common stock in Holding II, with MSPE and other private funds and individuals owning the remaining common stock. As a result of the Management Purchase, through their ownership of Tops MBO Co and through direct ownership of six shares of Holding II, members of management now beneficially own all of the outstanding common stock of Holding II.

The acquisition was accounted for as a purchase and “push down” accounting was required to be applied, with the result that purchase accounting adjustments were reflected in the Company’s financial statements. The application of “push down” accounting resulted in a new basis of accounting in which the total cost of the Management Purchase was allocated to the assets acquired and liabilities assumed using estimates of fair values based on a preliminary allocation of the purchase price. Accordingly, these condensed consolidated financial statements refer to the Company in the period prior to the acquisition as “Predecessor” and in the period subsequent to the acquisition as “Successor.” For more information, see Note 2.

Holding II is the reporting entity for the Holding I Notes and Holding II Notes (see Note 6). Tops MBO Co is neither a co-issuer nor guarantor of these notes. Accordingly, the condensed consolidated financial statements have been prepared for Holding II and exclude the net assets and results of operations of Tops MBO Co. Tops MBO Co’s assets and liabilities consist solely of its investment in Holding II, the remaining outstanding principal amount of a $12.3 million term loan (“MBO Co Loan”) entered into to partially fund the Management Purchase, and related deferred financing costs. Tops MBO Co has no operations other than as the borrower under the MBO Co Loan and the equity owner of Holding II.

Accounting Policies

A summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements of Holding II contained in its 2013 Special Report on Form 10-K.

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions have been eliminated.

The Company operates on a 52/53 week fiscal year ending on the Saturday closest to December 30. Fiscal years include 13 four-week reporting periods, with an additional week in the thirteenth reporting period for 53-week fiscal years. The first quarter of each fiscal year includes four reporting periods, while the remaining quarters include three reporting periods.

The Company’s condensed consolidated financial statements for the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013 are unaudited, and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary for a fair statement of financial position and results of operations for such periods.

Segments

The Company’s supermarkets offer grocery, produce, frozen, dairy, meat, floral, seafood, health and beauty care, general merchandise, deli and bakery goods. The Company operates one supermarket format where each supermarket offers the same general mix of products with similar pricing to similar categories of customers. As of July 12, 2014, 76 corporate supermarkets offered pharmacy services and 51 corporate fuel centers were in operation. The Company’s retail operations, which represent substantially all of the Company’s consolidated sales, earnings and total assets, are its only operating segment and reportable segment. The Company’s retail operations as a whole reflect the level at which the business is managed and how the Company’s Chief Executive Officer, who acts as the Company’s chief operating decision maker, assesses performance internally.

The following table presents sales revenue by type of similar product (dollars in thousands):

	12-week periods ended										28-week periods ended
	July 12, 2014					July 13, 2013					July 12, 2014					July 13, 2013
	(Successor)					(Predecessor)					(Successor)					(Predecessor)
			% of					% of					% of					% of
	Amount		Total			Amount		Total			Amount		Total			Amount		Total
Non-perishables(1)	$	320,963		53.8	%	$	334,143		55.6	%	$	745,391		55.1	%		753,195		56.3	%
Perishables(2)		173,715		29.1	%		173,674		28.9	%		380,866		28.2	%		370,073		27.7	%
Fuel		58,204		9.8	%		53,051		8.8	%		126,287		9.3	%		119,669		9.0	%
Pharmacy		38,170		6.4	%		36,147		6.0	%		88,279		6.5	%		84,412		6.3	%
Other(3)		5,148		0.9	%		4,260		0.7	%		11,916		0.9	%		9,735		0.7	%
	$	596,200		100.0	%	$	601,275		100.0	%	$	1,352,739		100.0	%	$	1,337,084		100.0	%

(1) Non-perishables consist of grocery, dairy, frozen, general merchandise, health and beauty care and other non-perishable related products.

(2) Perishables consist of produce, meat, seafood, bakery, deli, floral, prepared foods and other perishable related products.

(3) Other primarily consists of franchise income and service commission income, such as lottery, money orders and money transfers.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statements and notes thereto. The most significant estimates used by management are related to the accounting for vendor allowances, valuation of long-lived assets including goodwill and intangible assets, acquisition accounting, lease classification, self-insurance reserves, inventory valuation and income taxes. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” establish a framework for measuring fair value and a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value as follows:

Level 1 – observable inputs such as quoted prices in active markets;

Level 2 – inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and

Level 3 – unobservable inputs that reflect the Company’s determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including the Company’s own data.

Financial instruments include cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these financial instruments. At July 12, 2014 and December 28, 2013, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands):

	July 12, 2014		December 28, 2013
Carrying value of long-term debt:
Current portion of long-term debt	$	1,938	$	2,309
Long-term debt		663,012		664,186
Total carrying value of long-term debt		664,950		666,495
Fair value of long-term debt		713,563		719,861
Excess of fair value over carrying value	$	48,613	$	53,366

The fair value of the Company’s Holding I Notes and Holding II Notes (see Note 6), which are included in long-term debt, was based on quoted market prices, a Level 2 source. The fair value of the Company’s other long-term debt was based on the net present value of future cash flows using estimated applicable market interest rates for the Company at July 12, 2014 and December 28, 2013, a Level 3 measurement technique.

Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analysis of long-lived assets, goodwill and intangible assets. Long-lived assets and definite-lived intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. Goodwill and the Tops tradename are reviewed annually for impairment on December 1, or more frequently, if impairment indicators arise.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Jul. 12, 2014	Dec. 28, 2013
Statement Of Financial Position [Abstract]
Common shares, par value	$ 0.001	$ 0.001
Common shares, authorized	300,000	300,000
Common shares, issued	126,560	126,560
Common shares, outstanding	126,560	126,560

XML

THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jul. 12, 2014

Accounting Policies [Abstract]

The Company

The Company

Tops Holding II Corporation (“Holding II” or “Company”), the parent of Tops Holding LLC (“Holding I”), formerly Tops Holding Corporation, was incorporated on May 7, 2013. Holding I is the parent of Tops Markets, LLC (“Tops Markets”), a supermarket retailer with supermarkets in Upstate New York, Northern Pennsylvania and Vermont. As of July 12, 2014, the Company operated 157 supermarkets under the banners of Tops and Orchard Fresh, with an additional five supermarkets operated by franchisees. Holding II has no business operations other than the ownership of Holding I and as the issuer of the Holding II Notes (see Note 6).

On November 14, 2013, each of the sellers named therein (including Morgan Stanley Global Private Equity (“MSPE”)) (the “Sellers”), Tops MBO Corporation (“Tops MBO Co”) and Holding II signed a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) pursuant to which Tops MBO Co agreed to purchase substantially all of the outstanding common stock of Holding II (together with the transactions contemplated by the Purchase and Sale Agreement, the “Management Purchase”). Tops MBO Co is owned and controlled by current members of management. The Management Purchase closed effective December 1, 2013. The consummation of the Management Purchase was the result of arms’ length negotiations. Prior to the Management Purchase, members of management owned approximately 7% of the outstanding common stock in Holding II, with MSPE and other private funds and individuals owning the remaining common stock. As a result of the Management Purchase, through their ownership of Tops MBO Co and through direct ownership of six shares of Holding II, members of management now beneficially own all of the outstanding common stock of Holding II.

The acquisition was accounted for as a purchase and “push down” accounting was required to be applied, with the result that purchase accounting adjustments were reflected in the Company’s financial statements. The application of “push down” accounting resulted in a new basis of accounting in which the total cost of the Management Purchase was allocated to the assets acquired and liabilities assumed using estimates of fair values based on a preliminary allocation of the purchase price. Accordingly, these condensed consolidated financial statements refer to the Company in the period prior to the acquisition as “Predecessor” and in the period subsequent to the acquisition as “Successor.” For more information, see Note 2.

Holding II is the reporting entity for the Holding I Notes and Holding II Notes (see Note 6). Tops MBO Co is neither a co-issuer nor guarantor of these notes. Accordingly, the condensed consolidated financial statements have been prepared for Holding II and exclude the net assets and results of operations of Tops MBO Co. Tops MBO Co’s assets and liabilities consist solely of its investment in Holding II, the remaining outstanding principal amount of a $12.3 million term loan (“MBO Co Loan”) entered into to partially fund the Management Purchase, and related deferred financing costs. Tops MBO Co has no operations other than as the borrower under the MBO Co Loan and the equity owner of Holding II.

Accounting Policies

Accounting Policies

A summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements of Holding II contained in its 2013 Special Report on Form 10-K.

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions have been eliminated.

The Company operates on a 52/53 week fiscal year ending on the Saturday closest to December 30. Fiscal years include 13 four-week reporting periods, with an additional week in the thirteenth reporting period for 53-week fiscal years. The first quarter of each fiscal year includes four reporting periods, while the remaining quarters include three reporting periods.

The Company’s condensed consolidated financial statements for the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013 are unaudited, and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary for a fair statement of financial position and results of operations for such periods.

Segments

Segments

The Company’s supermarkets offer grocery, produce, frozen, dairy, meat, floral, seafood, health and beauty care, general merchandise, deli and bakery goods. The Company operates one supermarket format where each supermarket offers the same general mix of products with similar pricing to similar categories of customers. As of July 12, 2014, 76 corporate supermarkets offered pharmacy services and 51 corporate fuel centers were in operation. The Company’s retail operations, which represent substantially all of the Company’s consolidated sales, earnings and total assets, are its only operating segment and reportable segment. The Company’s retail operations as a whole reflect the level at which the business is managed and how the Company’s Chief Executive Officer, who acts as the Company’s chief operating decision maker, assesses performance internally.

The following table presents sales revenue by type of similar product (dollars in thousands):

	12-week periods ended										28-week periods ended
	July 12, 2014					July 13, 2013					July 12, 2014					July 13, 2013
	(Successor)					(Predecessor)					(Successor)					(Predecessor)
			% of					% of					% of					% of
	Amount		Total			Amount		Total			Amount		Total			Amount		Total
Non-perishables(1)	$	320,963		53.8	%	$	334,143		55.6	%	$	745,391		55.1	%		753,195		56.3	%
Perishables(2)		173,715		29.1	%		173,674		28.9	%		380,866		28.2	%		370,073		27.7	%
Fuel		58,204		9.8	%		53,051		8.8	%		126,287		9.3	%		119,669		9.0	%
Pharmacy		38,170		6.4	%		36,147		6.0	%		88,279		6.5	%		84,412		6.3	%
Other(3)		5,148		0.9	%		4,260		0.7	%		11,916		0.9	%		9,735		0.7	%
	$	596,200		100.0	%	$	601,275		100.0	%	$	1,352,739		100.0	%	$	1,337,084		100.0	%

(1) Non-perishables consist of grocery, dairy, frozen, general merchandise, health and beauty care and other non-perishable related products.

(2) Perishables consist of produce, meat, seafood, bakery, deli, floral, prepared foods and other perishable related products.

(3) Other primarily consists of franchise income and service commission income, such as lottery, money orders and money transfers.

Use of Estimates

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statements and notes thereto. The most significant estimates used by management are related to the accounting for vendor allowances, valuation of long-lived assets including goodwill and intangible assets, acquisition accounting, lease classification, self-insurance reserves, inventory valuation and income taxes. Actual results could differ from these estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” establish a framework for measuring fair value and a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value as follows:

Level 1 – observable inputs such as quoted prices in active markets;

Level 2 – inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and

Level 3 – unobservable inputs that reflect the Company’s determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including the Company’s own data.

Financial instruments include cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these financial instruments. At July 12, 2014 and December 28, 2013, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands):

	July 12, 2014		December 28, 2013
Carrying value of long-term debt:
Current portion of long-term debt	$	1,938	$	2,309
Long-term debt		663,012		664,186
Total carrying value of long-term debt		664,950		666,495
Fair value of long-term debt		713,563		719,861
Excess of fair value over carrying value	$	48,613	$	53,366

The fair value of the Company’s Holding I Notes and Holding II Notes (see Note 6), which are included in long-term debt, was based on quoted market prices, a Level 2 source. The fair value of the Company’s other long-term debt was based on the net present value of future cash flows using estimated applicable market interest rates for the Company at July 12, 2014 and December 28, 2013, a Level 3 measurement technique.

Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analysis of long-lived assets, goodwill and intangible assets. Long-lived assets and definite-lived intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. Goodwill and the Tops tradename are reviewed annually for impairment on December 1, or more frequently, if impairment indicators arise.

XML

Document and Entity Information	6 Months Ended
	Jul. 12, 2014	Aug. 25, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 12, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Entity Registrant Name	TOPS HOLDING II CORP
Entity Central Index Key	0001584701
Current Fiscal Year End Date	--12-27
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		126,560

XML

THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jul. 12, 2014

Accounting Policies [Abstract]

Sales Revenue by Type of Similar Product

The following table presents sales revenue by type of similar product (dollars in thousands):

	12-week periods ended										28-week periods ended
	July 12, 2014					July 13, 2013					July 12, 2014					July 13, 2013
	(Successor)					(Predecessor)					(Successor)					(Predecessor)
			% of					% of					% of					% of
	Amount		Total			Amount		Total			Amount		Total			Amount		Total
Non-perishables(1)	$	320,963		53.8	%	$	334,143		55.6	%	$	745,391		55.1	%		753,195		56.3	%
Perishables(2)		173,715		29.1	%		173,674		28.9	%		380,866		28.2	%		370,073		27.7	%
Fuel		58,204		9.8	%		53,051		8.8	%		126,287		9.3	%		119,669		9.0	%
Pharmacy		38,170		6.4	%		36,147		6.0	%		88,279		6.5	%		84,412		6.3	%
Other(3)		5,148		0.9	%		4,260		0.7	%		11,916		0.9	%		9,735		0.7	%
	$	596,200		100.0	%	$	601,275		100.0	%	$	1,352,739		100.0	%	$	1,337,084		100.0	%

(1) Non-perishables consist of grocery, dairy, frozen, general merchandise, health and beauty care and other non-perishable related products.

(2) Perishables consist of produce, meat, seafood, bakery, deli, floral, prepared foods and other perishable related products.

(3) Other primarily consists of franchise income and service commission income, such as lottery, money orders and money transfers.

Fair Value of Financial Instruments

At July 12, 2014 and December 28, 2013, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands):

	July 12, 2014		December 28, 2013
Carrying value of long-term debt:
Current portion of long-term debt	$	1,938	$	2,309
Long-term debt		663,012		664,186
Total carrying value of long-term debt		664,950		666,495
Fair value of long-term debt		713,563		719,861
Excess of fair value over carrying value	$	48,613	$	53,366

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jul. 12, 2014	Jul. 12, 2014	Jul. 13, 2013 Predecessor [Member]	Jul. 13, 2013 Predecessor [Member]
Net sales	$ 596,200	$ 1,352,739	$ 601,275	$ 1,337,084
Cost of goods sold	(417,981)	(944,616)	(418,934)	(932,085)
Distribution costs	(11,064)	(26,831)	(11,763)	(26,280)
Gross profit	167,155	381,292	170,578	378,719
Operating expenses:
Wages, salaries and benefits	(80,242)	(187,200)	(80,787)	(184,832)
Selling and general expenses	(28,015)	(69,467)	(26,874)	(63,182)
Administrative expenses (inclusive of share-based compensation expense of $51, $3,610, $61 and $3,826)	(14,903)	(34,976)	(27,072)	(49,326)
Rent expense, net	(6,055)	(14,273)	(5,311)	(12,876)
Depreciation and amortization	(13,469)	(30,955)	(13,048)	(30,052)
Advertising	(5,423)	(11,762)	(5,682)	(11,449)
Total operating expenses	(148,107)	(348,633)	(158,774)	(351,717)
Operating income	19,048	32,659	11,804	27,002
Interest expense, net	(19,321)	(44,398)	(16,742)	(35,714)
(Loss) income before income taxes	(273)	(11,739)	(4,938)	(8,712)
Income tax (expense) benefit	(432)	2,021	(378)	(805)
Net loss	(705)	(9,718)	(5,316)	(9,517)
Other comprehensive income	448	448
Comprehensive loss	$ (257)	$ (9,270)	$ (5,316)	$ (9,517)

XML

DEBT

6 Months Ended

Jul. 12, 2014

Debt Disclosure [Abstract]

DEBT

6. DEBT

Long-term debt is comprised of the following (dollars in thousands):

	July 12, 2014			December 28, 2013
Holding I Notes	$	460,000		$	460,000
Holding II Notes		150,000			150,000
Discount on Holding II Notes		(1,219	)		(1,353	)
2017 ABL Facility		50,000			54,800
Other loans		6,169			2,604
Mortgage note payable		—			444
Total debt		664,950			666,495
Current portion		(1,938	)		(2,309	)
Total long-term debt	$	663,012		$	664,186

On May 15, 2013, Holding II issued $150.0 million of unsecured senior notes, bearing cash interest of 8.75% (the “Holding II Notes”). If certain conditions are met, Holding II may be entitled to pay interest on the Holding II Notes by increasing the principal of the notes or by issuing new notes as pay-in-kind interest. Such interest would accrue at a rate of 9.50%. The $148.5 million proceeds from the Holding II Notes issuance, net of a $1.5 million original issue discount, were used to pay a $141.9 million, or $980 per share, dividend to the Holding II shareholders. The Holding II Notes mature June 15, 2018 and require semi-annual interest payments on June 15 and December 15. To the extent permitted by the agreements governing the Holding I Notes (see below) and the 2017 ABL Facility (see below), Holding I may make dividend payments to Holding II to fund the semi-annual interest payments related to the Holding II Notes. The Holding II Notes are redeemable, in whole or in part, at any time on or after June 15, 2015 at specified redemption prices. Prior to June 15, 2015, the Company may redeem some or all of the Holding II Notes at a specified “make-whole” premium.

On December 20, 2012, Holding I and Tops Markets (collectively, the “Issuers”) issued $460.0 million of senior secured notes, bearing interest of 8.875% (the “Holding I Notes”). Effective May 15, 2013, Tops Markets II Corporation was added as a co-issuer of the Holding I Notes. On August 20, 2013, Holding II was added as a guarantor of the Holding I Notes. The proceeds from the Holding I Notes were used to redeem the previously outstanding $350.0 million senior secured notes, pay a $100.0 million dividend to the Holding I shareholders and pay fees and expenses related to the notes issuance. The Holding I Notes mature December 15, 2017 and require semi-annual interest payments on June 15 and December 15. The Holding I Notes are redeemable, in whole or in part, at any time on or after June 15, 2015 at specified redemption prices. Prior to June 15, 2015, the Issuers may redeem some or all of the Holding I Notes at a specified “make-whole” premium.

The Holding I Notes are collateralized by (i) first priority interests, subject to certain exceptions and permitted liens, in the stock held by Holding II, the Issuers, Tops Markets II Corporation and the guarantor subsidiaries, Tops PT, LLC and Tops Gift Card Company, LLC (collectively, the “Guarantors”), the Company’s warehouse distribution facility in Lancaster, New York, the Company’s retail facility located in Fayetteville, New York and certain owned real property acquired by the Issuers and the Guarantors following the issue date of the Holding I Notes, equipment, intellectual property, and substantially all other assets of the Issuers and the Guarantors, other than assets securing the Company’s asset-based revolving credit facility (the “2017 ABL Facility”) on a first priority basis (collectively, the “Holding I Notes Priority Collateral”), and (ii) second priority interests, subject to certain exceptions and permitted liens, in the assets of the Issuers and the Guarantors that secure the 2017 ABL Facility on a first priority basis, including present and future receivables, deposit accounts, inventory, prescription lists, and certain rights and proceeds relating thereto (collectively, the “ABL Priority Collateral”).

On December 14, 2012, Tops Markets entered into an amended and restated asset-based revolving credit facility, the 2017 ABL Facility, with Bank of America, N.A., as collateral agent and administrative agent. The 2017 ABL Facility allows a maximum borrowing capacity of $125.0 million, subject to a borrowing base calculation, with an option for up to $50.0 million of additional borrowing capacity if certain conditions are met. The borrowing base includes inventory, pharmacy prescription files and certain receivables. On November 14, 2013, certain provisions of the 2017 ABL Facility were amended in conjunction with the Management Purchase. The amended provisions are in effect until May 14, 2015 which: (1) limit permitted acquisitions to no more than $10.0 million annually, (2) limit total capital expenditures to no more than $60.0 million per year for each of the 2014 and 2015 fiscal years, and (3) require minimum excess availability of $10.0 million as of the amendment effective date, reduced by $2.25 million per quarter thereafter. The 2017 ABL Facility will mature on December 14, 2017.

As of July 12, 2014, the unused availability under the 2017 ABL Facility was $37.1 million, after giving effect to the borrowing base calculation, $22.3 million of letters of credit outstanding and $50.0 million borrowings outstanding. As of December 28, 2013, $17.6 million of letters of credit were outstanding under the 2017 ABL Facility. Revolving loans under the 2017 ABL Facility, at the Company’s option, bear interest at either i) LIBOR plus a margin of 150 to 200 basis points, determined based on levels of borrowing availability, or ii) the prime rate plus a margin of 50 to 100 basis points, determined based on levels of borrowing availability. As of July 12, 2014 and December 28, 2013, the weighted average interest rates on borrowings under the 2017 ABL Facility were 1.96% and 1.90%, respectively. The 2017 ABL Facility is collateralized primarily by (i) first priority interests, subject to certain exceptions and permitted liens, in the ABL Priority Collateral and (ii) second priority interests, subject to certain exceptions and permitted liens, in the Holding I Notes Priority Collateral.

The instruments governing the Holding II Notes, Holding I Notes and the 2017 ABL Facility impose customary affirmative and negative covenants on the Company, including restrictions on indebtedness, liens, type of business, acquisitions, investments, sale or transfer of assets, payment of dividends, transactions involving affiliates, and obligations on a change in control. Failure to meet any of these covenants would be an event of default. On August 19, 2014, the 2017 ABL Facility was amended to reduce specified restrictions on the Company’s ability to make certain payments, including dividends.

On November 29, 2013, Tops MBO Co entered into the $12.3 million MBO Co Loan to partially fund the Management Purchase. The MBO Co Loan bears cash interest of LIBOR plus a margin of 300 basis points, with six quarterly principal and interest payments that began March 31, 2014. Holding II and its subsidiaries are neither co-issuers nor guarantors of the MBO Co Loan, and none of the assets or stock of Holding II are pledged as collateral for the MBO Co Loan. Accordingly, the MBO Co Loan has not been pushed down to the condensed consolidated financial statements of Holding II. If certain conditions are met related to the Holding II Notes, Holding I Notes and the 2017 ABL Facility, Holding II may pay dividends to Tops MBO Co to fund the principal and interest payments required by the MBO Co Loan.

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CAPITAL LEASE OBLIGATIONS

6 Months Ended

Jul. 12, 2014

Leases [Abstract]

CAPITAL LEASE OBLIGATIONS

5. CAPITAL LEASE OBLIGATIONS

The Company has a number of capital leases in effect for store properties and equipment. The initial lease terms generally range up to twenty-five years and will expire at various times through 2035, with options to renew for additional periods. The majority of the store leases provide for base rental, plus real estate taxes, insurance, common area maintenance and other operating expenses applicable to the leased premises. Some leases contain escalation clauses for future rents and contingent rents based on sales volume.

As of July 12, 2014, future minimum lease rental payments applicable to non-cancelable capital lease obligations were as follows (dollars in thousands):

2014 (remaining period)	$	13,643
2015		27,361
2016		26,041
2017		22,886
2018		19,641
Thereafter		82,362
Total minimum lease payments		191,934
Less amounts representing interest		(123,050	)
Present value of net minimum lease payments		68,884
Less current obligations		(8,511	)
Long-term cash obligations		60,373
Non-cash obligations		68,552
Total long-term capital lease obligations	$	128,925

The Company has entered into build-to-suit and sale-leaseback transactions in various years involving certain properties that did not qualify for sale-leaseback accounting as the lease agreements included various forms of continuing involvement. Such transactions include the sale-leaseback of three properties for cash proceeds of $12.8 million during the 28-week period ended July 12, 2014. These transactions have been classified as financing transactions in accordance with ASC Topic 840, “Leases,” due to the existence of forms of continuing involvement.

Under the financing method, the assets remain on the consolidated balance sheet and proceeds received by the Company from these transactions are recorded as capital lease obligations, allocated between land, as applicable, and building. Payments under these leases are applied as payments of imputed interest and deemed principal on the underlying building obligations, with no underlying cash payments deemed attributable to the land obligations and the estimated net book value of the buildings at the conclusion of the lease terms. The related land assets are not depreciated, and at the end of the lease terms, the remaining capital lease obligations will equal the combined net book values of the land and buildings. At the expiration of the lease terms, which range from 2023 to 2068, or when the Company’s continuing involvement under the lease agreements ends, the related land, buildings and capital lease obligations will be removed from the consolidated balance sheet, with no underlying cash payments. These capital lease obligations are reflected as non-cash obligations in the preceding table.

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DEBT (Tables)

6 Months Ended

Jul. 12, 2014

Debt Disclosure [Abstract]

Summary of Long-term Debt

Long-term debt is comprised of the following (dollars in thousands):

	July 12, 2014			December 28, 2013
Holding I Notes	$	460,000		$	460,000
Holding II Notes		150,000			150,000
Discount on Holding II Notes		(1,219	)		(1,353	)
2017 ABL Facility		50,000			54,800
Other loans		6,169			2,604
Mortgage note payable		—			444
Total debt		664,950			666,495
Current portion		(1,938	)		(2,309	)
Total long-term debt	$	663,012		$	664,186

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BUSINESS ACQUISITION (Tables) (Management Purchase [Member])

6 Months Ended

Jul. 12, 2014

Management Purchase [Member]

Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the transaction date (dollars in thousands):

Assets acquired:
Cash	$	25,149
Accounts receivable		66,244
Inventory		149,911
Prepaid expenses		14,905
Income taxes refundable		116
Deferred tax assets		1,122
Property and equipment		385,811
Goodwill		217,406
Intangible assets		194,300
Other assets		19,456
Total assets acquired		1,074,420
Liabilities assumed:
Accounts payable		81,588
Accrued expenses and other current liabilities		113,544
Other long-term liabilities		31,196
Capital lease obligations		124,149
Long-term debt		654,177
Deferred tax liabilities		48,906
Total liabilities assumed		1,053,560
Acquisition price	$	20,860

Unaudited Pro forma Financial Information

The following table summarizes the Company’s unaudited pro forma operating results for the 28-week period ended July 13, 2013, giving effect to the Management Purchase as if it occurred on December 30, 2012 (dollars in thousands):

Net sales	$	1,337,084
Operating income		11,189
Net loss		(25,330	)

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jul. 12, 2014

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

9. COMMITMENTS AND CONTINGENCIES

Multiemployer Pension Plan

On December 22, 2013, Tops Markets acquired all of the membership interests of Erie Logistics, LLC (“Erie Logistics”) and certain other assets from C&S. Erie Logistics operates the Company’s warehouse distribution facilities located in Lancaster and Cheektowaga, New York and employs the warehouse and driver personnel at such facilities, all of whom are represented by Teamsters Local 264. Under its supply agreement with Tops Markets, C&S, through Erie Logistics, had operated such facilities since 2002.

In late January 2014, the Company received notice that the New York State Teamsters Conference Pension and Retirement Fund (the “Fund”) had suspended Erie Logistics as a participating employer in the Fund pending the Fund’s investigation into the acquisition. This suspension was retroactive to the effective date of the acquisition of Erie Logistics from C&S. During this “suspension” the Company continued to make contributions to the Fund as required by the collective bargaining agreements with Teamsters Local 264. The Fund rejected and returned these contributions. During the 12-week and 28-week periods ended July 12, 2014, these rejected contributions totaled $1.1 million and $2.3 million, respectively. On May 27, 2014, the Fund provided Erie Logistics and C&S with notice of its determination that Erie Logistics incurred employer withdrawal liability as a result of the acquisition. The notice provides that Erie Logistics owes withdrawal liability of $183.7 million, payable in a lump sum or in monthly installments of $641,514 for 240 months.

The Company believes that the Fund’s determination of a withdrawal violates the Employee Retirement Income Security Act (“ERISA”), the existing participation agreements between Erie Logistics and the Fund, and the fiduciary duties of the trustees of the Fund. The Company intends to vigorously contest this determination initially through mandatory arbitration under ERISA.

The Company has not recorded any reserve for this matter as a loss is not considered probable. If it were ultimately determined that Erie Logistics has incurred a withdrawal liability to the Fund, the Company would bear financial responsibility for this liability. Under the terms of the purchase agreement for the acquisition, and as a continuation of our prior contractual obligations, the Company retains the obligation to indemnify C&S in the event withdrawal liability is imposed on Erie Logistics for which C&S is jointly liable. During the pendency of the proceeding to contest the withdrawal determination, ERISA requires that conditional monthly payments of withdrawal liability be made, which began July 28, 2014. The monthly conditional payments of withdrawal liability are in addition to pension contributions the Company is required to make for the benefit of Erie Logistics’ associates under the collective bargaining agreements with Teamsters Local 264 which, as noted, the Fund has refused to accept.

On July 28, 2014, Teamsters Local 264 filed a grievance charging a violation of its collective bargaining agreements with the Company by reason of the Company’s failing to participate in the Fund.

Purchase Commitments

Effective December 22, 2013, the Company modified its existing supply agreement with C&S Wholesale Grocers, Inc. (“C&S”) whereby Tops Markets resumed warehousing and transportation functions while C&S continued to provide procurement and purchasing services in support of the majority of the Company’s supply chain. This modified supply agreement, which expires on September 24, 2016, sets out the parties’ respective responsibilities for the procurement and purchase of merchandise intended for use or resale in the Company’s supermarkets. In consideration for the services it provides under the agreement, C&S is paid a fee based on all merchandise procured and also has incentive income opportunities.

On September 24, 2012, the Company entered into a supplemental supply agreement with C&S to provide similar services in support of the 21 supermarkets acquired from Grand Union Markets, LLC in October 2013. This agreement expires on September 23, 2022.

Effective May 1, 2013, Tops Markets entered into a member participation agreement with Topco Associates, LLC (“Topco”), a procurement cooperative for food retailers and wholesalers, for the supply of substantially all of the Company’s prescription drugs. Tops Markets must purchase 95% of its branded and generic prescription merchandise through Topco. This agreement expires February 28, 2017. The Company’s previous supply agreement for these products with McKesson Corporation was terminated without penalty.

Effective July 24, 2010, the Company extended its existing IT outsourcing agreement with HP Enterprise Services, LLC (“HP”) through December 31, 2017 to provide a wide range of information systems services. Under the agreement, HP provides data center operations, mainframe processing, business applications and systems development to enhance the Company’s customer service and efficiency. The charges under this agreement are based upon the services requested at predetermined rates.

The costs of these purchase commitments are not reflected in the Company’s condensed consolidated balance sheets.

Environmental Liabilities

The Company is contingently liable for potential environmental issues of some of its properties. As the Company is unaware of environmental issues that are expected to materially impact the Company’s condensed consolidated financial statements as a whole, no amounts were accrued as of July 12, 2014 or December 28, 2013.

Collective Bargaining Agreements

The Company employs approximately 15,100 associates. Approximately 83% of these associates are members of United Food and Commercial Workers, or UFCW, District Union Local One, or Local One, or two other UFCW unions. Approximately 4% are members of Teamsters Local 264, working within our warehouse and distribution facilities. All other associates are non-union. The Company is a party to five collective bargaining agreements with Local One expiring between October 2015 and July 2017. The Company has a non-Local One UFCW collective bargaining agreement expiring in February 2015, and another non-Local One UFCW collective bargaining agreement that expires in April 2016. The Company is also a party to three collective bargaining agreements with Teamsters Local 264 expiring in August 2019.

Legal Proceedings

The Company is unaware of legal proceedings that are expected to materially impact the Company’s condensed consolidated financial statements as a whole. No amounts related to legal proceedings were accrued as of July 12, 2014 or December 28, 2013.

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INCOME TAXES

6 Months Ended

Jul. 12, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

7. INCOME TAXES

Income tax (expense) benefit was as follows (dollars in thousands):

	12-week periods ended						28-week periods ended
	July 12, 2014			July 13, 2013			July 12, 2014			July 13, 2013
	(Successor)			(Predecessor)			(Successor)			(Predecessor)
Current	$	(2	)	$	(1	)	$	(19	)	$	—
Deferred		(430	)		(377	)		2,040			(805	)
Total income tax (expense) benefit	$	(432	)	$	(378	)	$	2,021		$	(805	)

The income tax expense for the 12-week period ended July 12, 2014 primarily reflects the recognition of additional valuation allowance associated with the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (158.2)%. The effective tax rate would have been 23.2% without the impact of the valuation allowance establishment.

The income tax expense for the 12-week period ended July 13, 2013 primarily reflects the recognition of additional valuation allowance associated with the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (7.7)%. The effective tax rate would have been 43.0% without the impact of adjustments to the valuation allowance.

The income tax benefit for the 28-week period ended July 12, 2014 primarily reflects the loss before income taxes, net of the recognition of valuation allowance associated with the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was 17.2%. The effective tax rate would have been 41.5% without the impact of the valuation allowance establishment.

The income tax expense for the 28-week period ended July 13, 2013 primarily reflects the recognition of additional valuation allowance associated with the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (9.2)%. The effective tax rate would have been 19.5% without the impact of adjustments to the valuation allowance.

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SHAREHOLDERS' EQUITY

6 Months Ended

Jul. 12, 2014

Equity [Abstract]

SHAREHOLDERS' EQUITY

8. SHAREHOLDERS’ EQUITY

On March 31, 2014 and June 30, 2014, the Company paid dividends of $2.4 million and $2.3 million, respectively, to Tops MBO Co to fund the quarterly principal and interest payments under the MBO Co Loan.

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GUARANTOR FINANCIAL STATEMENTS

6 Months Ended

Jul. 12, 2014

Text Block [Abstract]

GUARANTOR FINANCIAL STATEMENTS

10. GUARANTOR FINANCIAL STATEMENTS

The obligations of Holding I, Tops Markets and Tops Markets II Corporation under the Holding I Notes are jointly and severally, fully and unconditionally guaranteed by Holding II, the parent of Holding I, Tops Gift Card Company, LLC and Tops PT, LLC (the “Guarantor Subsidiaries”), all of which are 100% owned subsidiaries of Tops Markets. Holding II was established in May 2013, Tops Gift Card Company, LLC was established in October 2008 and Tops PT, LLC was established in January 2010. Tops Markets and Tops Markets II Corporation are joint issuers of the Holding I notes and are 100% owned by Holding I. Separate financial statements of Holding II, Holding I, Tops Markets, Tops Markets II Corporation and of the Guarantor Subsidiaries are not presented as the guarantees are full and unconditional and Holding II and the Guarantor Subsidiaries are jointly and severally liable thereon.

The following supplemental financial information sets forth, on a condensed consolidating basis, balance sheets as of July 12, 2014 and December 28, 2013 for Holding II, Holding I, Tops Markets, the Guarantor Subsidiaries, and for the Company, statements of comprehensive loss for the 12-week and 28-week periods ended July 12, 2014 and July 13, 2013, and statements of cash flows for the 28-week periods ended July 12, 2014 and July 13, 2013. Supplemental financial information has not been presented for Tops Markets II Corporation as it is a finance subsidiary.

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

JULY 12, 2014

(Dollars in thousands)

	Tops Holding II Corporation		Tops Holding LLC		Tops Markets, LLC		Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	30,637	$	849	$	—		$	31,486
Accounts receivable, net		—		—		49,841		12,328		—			62,169
Intercompany receivables		—		—		86,007		4,102		(90,109	)		—
Inventory, net		—		—		107,837		36,357		—			144,194
Prepaid expenses and other current assets		—		—		11,142		2,823		—			13,965
Income taxes refundable		—		—		58		—		—			58
Current deferred tax assets		—		—		6,129		—		—			6,129
Total current assets		—		—		291,651		56,459		(90,109	)		258,001
Property and equipment, net		—		—		324,234		64,209		—			388,443
Goodwill		—		—		20,710		196,696		—			217,406
Intangible assets, net		—		—		136,671		50,142		—			186,813
Other assets		5,681		—		11,233		3,041		(3,041	)		16,914
Investment in subsidiaries		149,271		154,971		208,551		—		(512,793	)		—
Total assets	$	154,952	$	154,971	$	993,050	$	370,547	$	(605,943	)	$	1,067,577
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	—	$	—	$	76,991	$	21,369	$	—		$	98,360
Intercompany payables		—		5,700		4,102		80,307		(90,109	)		—
Accrued expenses and other current liabilities		1,021		—		60,512		16,066		—			77,599
Current portion of capital lease obligations		—		—		8,303		208		—			8,511
Current portion of long-term debt		—		—		1,907		31		—			1,938
Total current liabilities		1,021		5,700		151,815		117,981		(90,109	)		186,408
Capital lease obligations		—		—		117,313		11,612		—			128,925
Long-term debt		148,781		—		516,715		557		(3,041	)		663,012
Other long-term liabilities		—		—		27,743		5,628		—			33,371
Non-current deferred tax liabilities		—		—		24,493		26,218		—			50,711
Total liabilities		149,802		5,700		838,079		161,996		(93,150	)		1,062,427
Total shareholders’ equity		5,150		149,271		154,971		208,551		(512,793	)		5,150
Total liabilities and shareholders’ equity	$	154,952	$	154,971	$	993,050	$	370,547	$	(605,943	)	$	1,067,577

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 28, 2013

(Dollars in thousands)

	Tops Holding II Corporation		Tops Holding LLC		Tops Markets, LLC		Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	29,051	$	862	$	—		$	29,913
Accounts receivable, net		—		—		52,453		12,068		—			64,521
Intercompany receivables		—		—		78,963		6,093		(85,056	)		—
Inventory, net		—		—		106,487		35,809		—			142,296
Prepaid expenses and other current assets		—		—		7,817		2,938		—			10,755
Income taxes refundable		—		—		110		—		—			110
Current deferred tax assets		—		—		6,129		—		—			6,129
Total current assets		—		—		281,010		57,770		(85,056	)		253,724
Property and equipment, net		—		—		318,598		68,265		—			386,863
Goodwill		—		—		51,207		166,199		—			217,406
Intangible assets, net		—		—		142,955		50,384		—			193,339
Other assets		6,309		—		12,677		3,041		(3,041	)		18,986
Investment in subsidiaries		161,919		167,619		201,460		—		(530,998	)		—
Total assets	$	168,228	$	167,619	$	1,007,907	$	345,659	$	(619,095	)	$	1,070,318
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	—	$	—	$	62,972	$	16,728	$	—		$	79,700
Intercompany payables		—		5,700		6,093		73,263		(85,056	)		—
Accrued expenses and other current liabilities		510		—		73,363		24,358		—			98,231
Current portion of capital lease obligations		—		—		7,918		396		—			8,314
Current portion of long-term debt		—		—		2,278		31		—			2,309
Total current liabilities		510		5,700		152,624		114,776		(85,056	)		188,554
Capital lease obligations		—		—		111,745		2,541		—			114,286
Long-term debt		148,647		—		518,007		573		(3,041	)		664,186
Other long-term liabilities		—		—		26,730		4,740		—			31,470
Non-current deferred tax liabilities		—		—		31,182		21,569		—			52,751
Total liabilities		149,157		5,700		840,288		144,199		(88,097	)		1,051,247
Total shareholders’ equity		19,071		161,919		167,619		201,460		(530,998	)		19,071
Total liabilities and shareholders’ equity	$	168,228	$	167,619	$	1,007,907	$	345,659	$	(619,095	)	$	1,070,318

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 12-WEEK PERIOD ENDED JULY 12, 2014

(Successor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC		Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—	$	458,656		$	137,765		$	(221	)	$	596,200
Cost of goods sold		—			—		(326,036	)		(91,945	)		—			(417,981	)
Distribution costs		—			—		(8,594	)		(2,470	)		—			(11,064	)
Gross profit		—			—		124,026			43,350			(221	)		167,155
Operating expenses:
Wages, salaries and benefits		—			—		(59,916	)		(20,326	)		—			(80,242	)
Selling and general expenses		—			—		(20,529	)		(7,707	)		221			(28,015	)
Administrative expenses		—			—		(11,576	)		(3,327	)		—			(14,903	)
Rent expense, net		—			—		(3,907	)		(2,148	)		—			(6,055	)
Depreciation and amortization		—			—		(12,799	)		(670	)		—			(13,469	)
Advertising		—			—		(4,129	)		(1,294	)		—			(5,423	)
Total operating expenses		—			—		(112,856	)		(35,472	)		221			(148,107	)
Operating income		—			—		11,170			7,878			—			19,048
Interest expense, net		(3,394	)		—		(15,632	)		(295	)		—			(19,321	)
Equity income from subsidiaries		2,689			2,689		4,580			—			(9,958	)		—
(Loss) income before income taxes		(705	)		2,689		118			7,583			(9,958	)		(273	)
Income tax benefit (expense)		—			—		2,571			(3,003	)		—			(432	)
Net (loss) income		(705	)		2,689		2,689			4,580			(9,958	)		(705	)
Other comprehensive income		448			448		448			—			(896	)		448
Comprehensive (loss) income	$	(257	)	$	3,137	$	3,137		$	4,580		$	(10,854	)	$	(257	)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 12-WEEK PERIOD ENDED JULY 13, 2013

(Predecessor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	461,842		$	139,651		$	(218	)	$	601,275
Cost of goods sold		—			—			(326,112	)		(92,822	)		—			(418,934	)
Distribution costs		—			—			(8,661	)		(3,102	)		—			(11,763	)
Gross profit		—			—			127,069			43,727			(218	)		170,578
Operating expenses:
Wages, salaries and benefits		—			—			(60,340	)		(20,447	)		—			(80,787	)
Selling and general expenses		—			—			(20,338	)		(6,754	)		218			(26,874	)
Administrative expenses		(10,635	)		(219	)		(12,209	)		(4,009	)		—			(27,072	)
Rent expense, net		—			—			(3,181	)		(2,130	)		—			(5,311	)
Depreciation and amortization		—			—			(10,278	)		(2,770	)		—			(13,048	)
Advertising		—			—			(4,341	)		(1,341	)		—			(5,682	)
Total operating expenses		(10,635	)		(219	)		(110,687	)		(37,451	)		218			(158,774	)
Operating (loss) income		(10,635	)		(219	)		16,382			6,276			—			11,804
Interest expense, net		(2,401	)		—			(14,308	)		(33	)		—			(16,742	)
Equity income from subsidiaries		7,720			7,939			3,770			—			(19,429	)		—
(Loss) income before income taxes		(5,316	)		7,720			5,844			6,243			(19,429	)		(4,938	)
Income tax benefit (expense)		—			—			2,095			(2,473	)		—			(378	)
Net (loss) income		(5,316	)		7,720			7,939			3,770			(19,429	)		(5,316	)
Other comprehensive income		—			—			—			—			—			—
Comprehensive (loss) income	$	(5,316	)	$	7,720		$	7,939		$	3,770		$	(19,429	)	$	(5,316	)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 28-WEEK PERIOD ENDED JULY 12, 2014

(Successor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	1,043,990		$	309,346		$	(597	)	$	1,352,739
Cost of goods sold		—			—			(738,628	)		(205,988	)		—			(944,616	)
Distribution costs		—			—			(20,723	)		(6,108	)		—			(26,831	)
Gross profit		—			—			284,639			97,250			(597	)		381,292
Operating expenses:
Wages, salaries and benefits		—			—			(139,822	)		(47,378	)		—			(187,200	)
Selling and general expenses		—			—			(51,979	)		(18,085	)		597			(69,467	)
Administrative expenses		—			—			(26,766	)		(8,210	)		—			(34,976	)
Rent expense, net		—			—			(9,275	)		(4,998	)		—			(14,273	)
Depreciation and amortization		—			—			(27,216	)		(3,739	)		—			(30,955	)
Advertising		—			—			(9,014	)		(2,748	)		—			(11,762	)
Total operating expenses		—			—			(264,072	)		(85,158	)		597			(348,633	)
Operating income		—			—			20,567			12,092			—			32,659
Interest expense, net		(7,835	)		—			(36,211	)		(352	)		—			(44,398	)
Equity (loss) income from subsidiaries		(1,883	)		(1,883	)		7,091			—			(3,325	)		—
(Loss) income before income taxes		(9,718	)		(1,883	)		(8,553	)		11,740			(3,325	)		(11,739	)
Income tax benefit (expense)		—			—			6,670			(4,649	)		—			2,021
Net (loss) income		(9,718	)		(1,883	)		(1,883	)		7,091			(3,325	)		(9,718	)
Other comprehensive income		448			448			448			—			(896	)		448
Comprehensive (loss) income	$	(9,270	)	$	(1,435	)	$	(1,435	)	$	7,091		$	(4,221	)	$	(9,270	)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

FOR THE 28-WEEK PERIOD ENDED JULY 13, 2013

(Predecessor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	—		$	1,029,643		$	308,022		$	(581	)	$	1,337,084
Cost of goods sold		—			—			(727,494	)		(204,591	)		—			(932,085	)
Distribution costs		—			—			(19,464	)		(6,816	)		—			(26,280	)
Gross profit		—			—			282,685			96,615			(581	)		378,719
Operating expenses:
Wages, salaries and benefits		—			—			(137,703	)		(47,129	)		—			(184,832	)
Selling and general expenses		—			—			(48,018	)		(15,745	)		581			(63,182	)
Administrative expenses		(10,893	)		(512	)		(28,392	)		(9,529	)		—			(49,326	)
Rent expense, net		—			—			(7,976	)		(4,900	)		—			(12,876	)
Depreciation and amortization		—			—			(23,435	)		(6,617	)		—			(30,052	)
Advertising		—			—			(8,790	)		(2,659	)		—			(11,449	)
Total operating expenses		(10,893	)		(512	)		(254,314	)		(86,579	)		581			(351,717	)
Operating (loss) income		(10,893	)		(512	)		28,371			10,036			—			27,002
Interest expense, net		(2,401	)		—			(33,231	)		(82	)		—			(35,714	)
Equity income from subsidiaries		3,777			4,289			6,012			—			(14,078	)		—
(Loss) income before income taxes		(9,517	)		3,777			1,152			9,954			(14,078	)		(8,712	)
Income tax benefit (expense)		—			—			3,137			(3,942	)		—			(805	)
Net (loss) income		(9,517	)		3,777			4,289			6,012			(14,078	)		(9,517	)
Other comprehensive income		—			—			—			—			—			—
Comprehensive (loss) income	$	(9,517	)	$	3,777		$	4,289		$	6,012		$	(14,078	)	$	(9,517	)

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 28-WEEK PERIOD ENDED JULY 12, 2014

(Successor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(6,563	)	$	—		$	50,235		$	(16,482	)	$	—		$	27,190
Cash flows (used in) provided by investing activities:
Cash paid for property and equipment		—			—			(19,728	)		(1,434	)		—			(21,162	)
Change in intercompany receivables position		—			—			—			9,035			(9,035	)		—
Net cash (used in) provided by investing activities		—			—			(19,728	)		7,601			(9,035	)		(21,162	)
Cash flows provided by (used in) financing activities:
Dividends		(4,712	)		(11,275	)		(11,275	)		—			22,550			(4,712	)
Capital contributions		11,275			11,275			—			—			(22,550	)		—
Borrowings on 2017 ABL Facility		—			—			267,900			—			—			267,900
Repayments on 2017 ABL Facility		—			—			(272,700	)		—			—			(272,700	)
Principal payments on capital leases		—			—			(4,466	)		(251	)		—			(4,717	)
Proceeds from sale leaseback financing transactions		—			—			3,616			9,134			—			12,750
Repayments of long-term debt borrowings		—			—			(2,816	)		(15	)		—			(2,831	)
Deferred financing costs paid		—			—			(637	)		—			—			(637	)
Change in bank overdraft position		—			—			492			—			—			492
Change in intercompany payables position		—			—			(9,035	)		—			9,035			—
Net cash provided by (used in) financing activities		(6,563	)		—			(28,921	)		8,868			9,035			(4,455	)
Net increase (decrease) in cash and cash equivalents		—			—			1,586			(13	)		—			1,573
Cash and cash equivalents – beginning of period		—			—			29,051			862			—			29,913
Cash and cash equivalents – end of period	$	—		$	—		$	30,637		$	849		$	—		$	31,486

TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 28-WEEK PERIOD ENDED JULY 13, 2013

(Predecessor)

(Dollars in thousands)

	Tops Holding II Corporation			Tops Holding LLC			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	—		$	(512	)	$	19,478		$	12,761		$	—		$	31,727
Cash flows used in investing activities:
Cash paid for property and equipment		—			—			(26,247	)		(1,342	)		—			(27,589	)
Acquisition of independent supermarkets		—			—			(5,995	)		—			—			(5,995	)
Change in intercompany receivables position		—			—			(512	)		(11,145	)		11,657			—
Net cash used in investing activities		—			—			(32,754	)		(12,487	)		11,657			(33,584	)
Cash flows provided by (used in) financing activities:
Proceeds from long-term debt borrowings		148,500			—			—			—			—			148,500
Dividend to shareholders		(141,920	)		—			—			—			—			(141,920	)
Deferred financing costs paid		—			—			(7,977	)		—			—			(7,977	)
Stock option exercises		227			—			—			—			—			227
Change in intercompany payables position		—			512			11,145			—			(11,657	)		—
Borrowings on 2017 ABL Facility		—			—			138,500			—			—			138,500
Repayments on 2017 ABL Facility		—			—			(131,700	)		—			—			(131,700	)
Principal payments on capital leases		—			—			(7,804	)		(210	)		—			(8,014	)
Change in bank overdraft position		—			—			426			—			—			426
Repayments of long-term debt borrowings		—			—			(161	)		—			—			(161	)
Net cash provided by (used in) financing activities		6,807			512			2,429			(210	)		(11,657	)		(2,119	)
Net increase (decrease) in cash and cash equivalents		6,807			—			(10,847	)		64			—			(3,976	)
Cash and cash equivalents – beginning of period		—			—			31,586			836			—			32,422
Cash and cash equivalents – end of period	$	6,807		$	—		$	20,739		$	900		$	—		$	28,446

XML

Goodwill and Intangible Assets Net - Summary of Intangible Assets, Net of Accumulated Amortization (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 12, 2014	Dec. 28, 2013
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	$ 194,300	$ 194,300
Accumulated Amortization	(7,487)	(961)
Net Carrying Amount	186,813	193,339
Weighted Average Amortization Period	12 years 3 months 18 days
Tradename - indefinite [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Indefinite-Lived - Gross Carrying Amount	131,000	131,000
Weighted Average Amortization Period, Indefinite Life	Indefinite life
Customer relationships [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	28,400	28,400
Accumulated Amortization	(4,407)	(568)
Net Carrying Amount	23,993	27,832
Weighted Average Amortization Period	14 years
Favorable lease rights [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	21,600	21,600
Accumulated Amortization	(1,868)	(233)
Net Carrying Amount	19,732	21,367
Weighted Average Amortization Period	9 years
Franchise agreements [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	13,300	13,300
Accumulated Amortization	(1,212)	(160)
Net Carrying Amount	$ 12,088	$ 13,140
Weighted Average Amortization Period	14 years

XML

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

6 Months Ended

Jul. 12, 2014

Text Block [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (dollars in thousands):

	July 12, 2014		December 28, 2013
Wages, taxes and benefits	$	16,978	$	18,391
Lottery		11,301		10,519
Union medical, pension and 401(k)		8,596		4,589
Self-insurance reserves		6,075		6,033
Interest payable		4,430		2,272
Sales and use tax		4,231		6,279
Gift cards		3,127		7,312
Property and equipment expenditures		3,051		4,285
Utilities		2,241		2,714
Professional and legal fees		1,998		18,854
Repairs and maintenance		1,882		2,539
Money orders		1,861		1,456
Other		11,828		12,988
	$	77,599	$	98,231

XML

The Company, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended
	Jul. 12, 2014 Segment	Dec. 28, 2013
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Percentage of equity interest held prior to acquisition	7.00%
Number of ownership shares	126,560	126,560
Outstanding principle amount of term loan	$ 12.3
Number of reportable segment	1
Fuel [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Services offered by supermarkets	51
Pharmacy [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Services offered by supermarkets	76
Supermarkets [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Number of retail supermarkets	157
Additional operated supermarkets by franchisees	5
Members of Management [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Number of ownership shares	6

XML

Guarantor Financial Statements - Condensed Consolidated Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jul. 12, 2014	Jul. 12, 2014 2017 ABL Facility [Member]	Jul. 13, 2013 Predecessor [Member]	Jul. 13, 2013 Predecessor [Member] 2017 ABL Facility [Member]	Jul. 12, 2014 Consolidation, Eliminations [Member]	Jul. 12, 2014 Consolidation, Eliminations [Member] 2017 ABL Facility [Member]	Jul. 13, 2013 Consolidation, Eliminations [Member] Predecessor [Member]	Jul. 12, 2014 Tops Holding II Corporation [Member]	Jul. 12, 2014 Tops Holding II Corporation [Member] 2017 ABL Facility [Member]	Jul. 13, 2013 Tops Holding II Corporation [Member] Predecessor [Member]	Jul. 12, 2014 Tops Holding LLC [Member]	Jul. 12, 2014 Tops Holding LLC [Member] 2017 ABL Facility [Member]	Jul. 13, 2013 Tops Holding LLC [Member] Predecessor [Member]	Jul. 12, 2014 Tops Markets, LLC [Member]	Jul. 12, 2014 Tops Markets, LLC [Member] 2017 ABL Facility [Member]	Jul. 13, 2013 Tops Markets, LLC [Member] Predecessor [Member]	Jul. 13, 2013 Tops Markets, LLC [Member] Predecessor [Member] 2017 ABL Facility [Member]	Jul. 12, 2014 Guarantor Subsidiaries [Member]	Jul. 12, 2014 Guarantor Subsidiaries [Member] 2017 ABL Facility [Member]	Jul. 13, 2013 Guarantor Subsidiaries [Member] Predecessor [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	$ 27,190		$ 31,727					$ (6,563)					$ (512)	$ 50,235		$ 19,478		$ (16,482)		$ 12,761
Cash flows (used in) provided by investing activities:
Cash paid for property and equipment	(21,162)		(27,589)											(19,728)		(26,247)		(1,434)		(1,342)
Acquisition of independent supermarkets			(5,995)													(5,995)
Change in intercompany receivables position					(9,035)		11,657									(512)		9,035		(11,145)
Net cash (used in) provided by investing activities	(21,162)		(33,584)		(9,035)		11,657							(19,728)		(32,754)		7,601		(12,487)
Cash flows (used in) provided by financing activities:
Dividends	(4,712)				22,550			(4,712)			(11,275)			(11,275)
Proceeds from long-term debt borrowings			148,500							148,500
Capital contributions					(22,550)			11,275			11,275
Dividend to shareholders			(141,920)							(141,920)
Borrowings on ABL Facility	267,900	267,900	138,500	138,500											267,900		138,500
Repayments on ABL Facility	(272,700)	(272,700)	(131,700)	(131,700)											(272,700)		(131,700)
Principal payments on capital leases	(4,717)		(8,014)											(4,466)		(7,804)		(251)		(210)
Proceeds from sale leaseback financing transactions	12,750													3,616				9,134
Repayments of long-term debt borrowings	(2,831)		(161)											(2,816)		(161)		(15)
Deferred financing costs paid	(637)		(7,977)											(637)		(7,977)
Change in bank overdraft position	492		426											492		426
Stock option exercises			227							227
Change in intercompany payables position					9,035		(11,657)						512	(9,035)		11,145
Net cash provided by (used in) financing activities	(4,455)		(2,119)		9,035		(11,657)	(6,563)		6,807			512	(28,921)		2,429		8,868		(210)
Net increase (decrease) in cash and cash equivalents	1,573		(3,976)							6,807				1,586		(10,847)		(13)		64
Cash and cash equivalents - beginning of period	29,913		32,422											29,051		31,586		862		836
Cash and cash equivalents - end of period	$ 31,486		$ 28,446							$ 6,807				$ 30,637		$ 20,739		$ 849		$ 900

XML

Debt - Additional Information (Detail) (USD $)	0 Months Ended			6 Months Ended		12 Months Ended				6 Months Ended		0 Months Ended	6 Months Ended			0 Months Ended	6 Months Ended		0 Months Ended
	Nov. 29, 2013	May 15, 2013	Dec. 20, 2012	Jul. 12, 2014	Jul. 12, 2014 2017 ABL Facility [Member]	Dec. 28, 2013 2017 ABL Facility [Member]	Dec. 14, 2012 2017 ABL Facility [Member]	Jul. 12, 2014 2017 ABL Facility [Member] Letter of Credit [Member]	Dec. 28, 2013 2017 ABL Facility [Member] Letter of Credit [Member]	Jul. 12, 2014 2017 ABL Facility [Member] Prime Rate Plus [Member]	Jul. 12, 2014 2017 ABL Facility [Member] LIBOR Plus [Member]	May 15, 2013 Holding II [Member]	Jul. 12, 2014 Holding II [Member]	Dec. 28, 2013 Holding II [Member]	Jul. 12, 2014 Holding II [Member] Condition One [Member]	Dec. 20, 2012 Holding I [Member]	Jul. 12, 2014 Holding I [Member]	Dec. 28, 2013 Holding I [Member]	Dec. 20, 2012 Old Senior Secured Notes [Member]
Debt Instrument [Line Items]
Senior secured notes issued												$ 150,000,000				$ 460,000,000
Interest rate, notes												8.75%			9.50%	8.875%
Maturity date of senior notes					Dec. 14, 2017							Jun. 15, 2018				Dec. 15, 2017
Proceeds from long-term debt borrowings												148,500,000
Debt original issue discount												1,500,000	1,219,000	1,353,000
Dividend to shareholders		141,900,000
Dividend per share paid		$ 980
Semi-annual interest payments date													The Holding II Notes mature June 15, 2018 and require semi-annual interest payments on June 15 and December 15.				The Holding I Notes mature December 15, 2017 and require semi-annual interest payments on June 15 and December 15.
Repayments of long-term debt borrowings				2,831,000															350,000,000
Dividend to shareholders			100,000,000
Maximum borrowing capacity in ABL Facility							125,000,000
Increase in capacity upon met specified condition							50,000,000
Monetary limit of storage of acquisitions					10,000,000
Monetary limit of capital expenditures					60,000,000
Minimum excess availability					10,000,000
Minimum excess availability reduction per quarter					2,250,000
Unused availability under the ABL Facility					37,100,000
Line of credit facility, amount outstanding					50,000,000	54,800,000
weighted average interest rate on borrowings under the ABL Facility					1.96%	1.90%
Letters of credit outstanding								22,300,000	17,600,000
Debt instrument interest rate description				LIBOR plus a margin of 300 basis points						50 to 100 basis points	150 to 200 basis points
Loan carrying amount	$ 12,300,000												$ 150,000,000	$ 150,000,000			$ 460,000,000	$ 460,000,000
Interest rate of term loan	3.00%

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jul. 12, 2014	Jul. 12, 2014	Jul. 13, 2013 Predecessor [Member]	Jul. 13, 2013 Predecessor [Member]
Share-based compensation expense included in administrative expenses	$ 51	$ 61	$ 3,610	$ 3,826

XML

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

6 Months Ended

Jul. 12, 2014

Text Block [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (dollars in thousands):

	July 12, 2014		December 28, 2013
Wages, taxes and benefits	$	16,978	$	18,391
Lottery		11,301		10,519
Union medical, pension and 401(k)		8,596		4,589
Self-insurance reserves		6,075		6,033
Interest payable		4,430		2,272
Sales and use tax		4,231		6,279
Gift cards		3,127		7,312
Property and equipment expenditures		3,051		4,285
Utilities		2,241		2,714
Professional and legal fees		1,998		18,854
Repairs and maintenance		1,882		2,539
Money orders		1,861		1,456
Other		11,828		12,988
	$	77,599	$	98,231

The decrease in accrued professional and legal fees as of July 12, 2014 compared with December 28, 2013 is largely due to $15.2 million of transaction fees incurred in the Management Purchase that were accrued as of December 28, 2013 and paid during the 28-week period ended July 12, 2014.

XML

The Company, Basis of Presentation and Summary of Significant Accounting Policies - Summary of Sales Revenue by Type of Product (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jul. 12, 2014	Jul. 12, 2014	Jul. 12, 2014 Non-perishables [Member]	Jul. 12, 2014 Non-perishables [Member]	Jul. 12, 2014 Perishable [Member]	Jul. 12, 2014 Perishable [Member]	Jul. 12, 2014 Fuel [Member]	Jul. 12, 2014 Fuel [Member]	Jul. 12, 2014 Pharmacy [Member]	Jul. 12, 2014 Pharmacy [Member]	Jul. 12, 2014 Other Products [Member]	Jul. 12, 2014 Other Products [Member]	Jul. 13, 2013 Predecessor [Member]	Jul. 13, 2013 Predecessor [Member]	Jul. 13, 2013 Predecessor [Member] Non-perishables [Member]	Jul. 13, 2013 Predecessor [Member] Non-perishables [Member]	Jul. 13, 2013 Predecessor [Member] Perishable [Member]	Jul. 13, 2013 Predecessor [Member] Perishable [Member]	Jul. 13, 2013 Predecessor [Member] Fuel [Member]	Jul. 13, 2013 Predecessor [Member] Fuel [Member]	Jul. 13, 2013 Predecessor [Member] Pharmacy [Member]	Jul. 13, 2013 Predecessor [Member] Pharmacy [Member]	Jul. 13, 2013 Predecessor [Member] Other Products [Member]	Jul. 13, 2013 Predecessor [Member] Other Products [Member]
Sales Revenue, Goods, Net [Abstract]
Sales revenue	$ 596,200	$ 1,352,739	$ 320,963	$ 745,391	$ 173,715	$ 380,866	$ 58,204	$ 126,287	$ 38,170	$ 88,279	$ 5,148	$ 11,916	$ 601,275	$ 1,337,084	$ 334,143	$ 753,195	$ 173,674	$ 370,073	$ 53,051	$ 119,669	$ 36,147	$ 84,412	$ 4,260	$ 9,735
Sale revenue percentage	100.00%	100.00%	53.80%	55.10%	29.10%	28.20%	9.80%	9.30%	6.40%	6.50%	0.90%	0.90%	100.00%	100.00%	55.60%	56.30%	28.90%	27.70%	8.80%	9.00%	6.00%	6.30%	0.70%	0.70%

XML

Capital Lease Obligations - Additional Information (Detail) (USD $)	6 Months Ended
	Jul. 12, 2014
Leases [Line Items]
Leases term	25 years
Capital lease expiration year	2035
Cash proceeds from sale-leaseback of properties	$ 12,750,000
Underlying cash payments to remove the related land and obligations	$ 0
Minimum [Member]
Leases [Line Items]
Capital lease expiration year	2023
Maximum [Member]
Leases [Line Items]
Capital lease expiration year	2068

XML

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

6 Months Ended

Jul. 12, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill

The following table summarizes the change in the Company’s goodwill balance during the 28-week period ended July 12, 2014 (dollars in thousands):

Balance – December 28, 2013	$	217,406
Balance – July 12, 2014	$	217,406

Summary of Intangible Assets, Net of Accumulated Amortization

Intangible assets, net of accumulated amortization, consist of the following (dollars in thousands):

July 12, 2014	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Amortization Period
Tradename – indefinite	$	131,000	$	—		$	131,000		Indefinite life
Customer relationships		28,400		(4,407	)		23,993		14.0
Favorable lease rights		21,600		(1,868	)		19,732		9.0
Franchise agreements		13,300		(1,212	)		12,088		14.0
	$	194,300	$	(7,487	)	$	186,813		12.3

December 28, 2013	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename – indefinite	$	131,000	$	—		$	131,000
Customer relationships		28,400		(568	)		27,832
Favorable lease rights		21,600		(233	)		21,367
Franchise agreements		13,300		(160	)		13,140
	$	194,300	$	(961	)	$	193,339

Summary of Expected Future Amortization of Intangible Assets

As of July 12, 2014, expected future amortization of intangible assets is as follows (dollars in thousands):

2014 (remaining period)	$	5,593
2015		10,729
2016		7,724
2017		6,557
2018		5,633
Thereafter		19,577