8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2016

___________________

Tops Holding II Corporation

(Exact name of registrant as specified in its charter)

___________________

Delaware (State or other jurisdiction of incorporation or organization)	333-191029 (Commission File Number)	46-2733709 (I.R.S. Employer Identification No.)
6363 Main Street Williamsville, New York (Address of principal executive offices)		14221 (Zip Code)

Registrant’s telephone number, including area code:  (716) 635-5000

Not Applicable

(Former name or former address, if changed since last report)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

On November 8, 2016, Tops Holding II Corporation (the “Company”) issued a press release announcing results of operations for the Company’s third quarter ended October 8, 2016.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  The information contained under this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  Furthermore, the information contained under this Item 2.02 in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1Press release of Tops Holding II Corporation dated November 8, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOPS HOLDING II CORPORATION

Date:  November 8, 2016

By:	/s/ Frank Curci
	Frank Curci
	Chief Executive Officer

EXHIBIT INDEX

99.1Press release of Tops Holding II Corporation dated November 8, 2016.

EX-99.1

Exhibit 99.1

NEWS
RELEASE

Tops Markets, LLC, PO Box 1027, Buffalo, NY 14240-1027

For more information contact:

David Langless, EVP & Chief Financial Officer

Phone: (716) 635-5000

Email: dlangless@topsmarkets.com

FOR IMMEDIATE RELEASE

Tops Holding II Corporation Reports Third Quarter Results

WILLIAMSVILLE, NY, November 8, 2016 – Tops Holding II Corporation (“Tops” or the “Company”), the indirect parent of Tops Markets, LLC (“Tops Markets”), a leading supermarket retailer in Upstate New York, Northern Pennsylvania, Western Vermont and North Central Massachusetts, todayreportedfinancialresultsforthe third quarter ended October 8, 2016.

Third Quarter 2016 Performance

• Inside sales increased $15.3 million to $537.7 million

• Same store sales down 2.9% reflecting industrywide effect of food cost deflation

• Acquired seven supermarkets located in Eastern and Central New York State and North Central Massachusetts

“We continued to build the Tops franchise and brand in the quarter with the acquisition of seven stores and the launch of an expanded and revitalized portfolio of Tops Brand products,” commented Frank Curci, Tops Chairman and CEO.  “The stores we acquired in Eastern New York and North central Massachusetts strengthened and expanded our geographic footprint and are expected to be highly accretive and improve operating leverage once rebranding is completed and merchandising programs are up and running in the latter part of the fourth quarter and into 2017.”  

“In September, we launched the revitalization of Tops Brand products that covers thousands of food items and household products, many reformulated with cleaner, simpler ingredients, and in new, more attractive packaging.  We look for this major rebranding initiative to be a driver of sales and margin growth and build on our success in taking share across our footprint where we have made strong gains over the lastyear.”  

Mr. Curci added, “Our third quarter sales continued to be affected by persistent food cost deflation, particularly in meat and dairy categories, which is a challenge that the entire supermarket industry is facing.  We also contended with a number of atypical expenses in the quarter that masked some of our gains.  We expect the recent expansion of our store network and the exciting sales driving initiatives currently underway to have a measurable positive impact in 2017.”  

Tops Holding II Corporation Third Quarter 2016 Results

November 8, 2016

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Fiscal2016 Third Quarter Results(Narrative compares with prior-year period unless otherwise noted)

($ in thousands)

	12-week periods ended
	October 8, 2016			October 3, 2015			$ Change			% Change
Inside sales	$	537,748		$	522,469		$	15,279			2.9	%
Fuel sales		31,005			38,275			(7,270	)		(19.0	)%
Net sales		568,753			560,744			8,009			1.4	%
Gross profit	$	168,409		$	165,424		$	2,985			1.8	%
Gross profit margin		29.6	%		29.5	%
Operating income	$	6,306		$	13,857		$	(7,551	)		(54.5	)%
Operating margin		1.1	%		2.5	%
Net loss	$	(12,724	)	$	(5,162	)	$	(7,562	)		(146.5	)%

Inside sales increased with the addition of 12 acquired and new supermarkets since September 2015, contributing $28.6 million of incremental sales.  The Company had 172 total corporate supermarkets at the end of the quarter.  Same store sales declined 2.9% due to food cost deflation in certain categories, including meat and dairy, combined with competitive pressure to respond with lower prices, as well as lower traffic and weakness in consumer spending levels.  The decrease in fuelsales was attributable to a 14.6% decline in the average retail price paid per gallon and a 5.1% net decrease in gallons sold, primarily attributable to the timing of promotional gas rewards redemption weeks. As of October 8, 2016, 52 corporate fuel stations were in operation.

Gross profit margin was up 10 basis points, as a more favorable product mix from a smaller proportion of relatively lower margin fuel sales was largely offset by an increase in distribution costs.  The increase in distribution costs reflects $1.2 million of one-time expenses from the relocation to a new freezer warehouse facility in August 2016.  

Total operating expenses were $162.1 million, up $10.5 million, and as a percentage of net sales, increased 150 basis points to 28.5%.  The acquired and new locations drove many operating expense lines higher.  Administrative expenses were up $4.1 million, which reflects transaction-related costs of $2.5 million and incremental legal and professional fees of $2.3 million related to the ongoing dispute and associated arbitration proceeding with the New York State Teamsters Conference Pension and Retirement Fund, partially offset by lower performance based compensation expenses.  

To provideinvestorswith greaterunderstandingof the Company’soperatingperformance,in additionto reportingresultsin accordancewith U.S.GenerallyAcceptedAccountingPrinciples(“GAAP”), Tops providessupplemental reportingon EBITDAand AdjustedEBITDA, both non-GAAP measures.  Third quarter Adjusted EBITDA was $31.7 million compared with $32.3 million in the prior-year quarter.  

See “Non-GAAPFinancialMeasures”below fora discussionof EBITDAand AdjustedEBITDA,and the attachedtablefor areconciliationto GAAP net loss.

Tops Holding II Corporation Third Quarter 2016 Results

November 8, 2016

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Fiscal 2016 40-Week Period Results (Narrative compares with prior-year period unless otherwise noted)

($ in thousands)

	40-week periods ended
	October 8, 2016			October 3, 2015			$ Change			% Change
Inside sales	$	1,770,861		$	1,743,741		$	27,120			1.6	%
Fuel sales		101,217			125,764			(24,547	)		(19.5	)%
Net sales		1,872,078			1,869,505			2,573			0.1	%
Gross profit	$	559,122		$	549,978		$	9,144			1.7	%
Gross profit margin		29.9	%		29.4	%
Operating income	$	33,001		$	52,414		$	(19,413	)		(37.0	)%
Operating margin		1.8	%		2.8	%
Net loss	$	(30,755	)	$	(46,835	)	$	16,080			34.3	%

Inside sales increased due to the $57.9 million incremental contribution from 14 acquired and new supermarkets since May 2015, partially offset by a $2.4 million reduction in pharmacy sales from the January 2015 closure of 27 in-store pharmacies.  Same store sales decreased by 1.8% due to food cost deflation, as well as lower traffic and weakness in consumer spending levels.  Fuel sales were negatively impacted by a 17.7% decrease in the average retail price paid per gallon and a 2.2% net decrease in gallons sold.  

Gross profit margin increased 50 basis points, largely due to product mix and decreased distribution costs as a result of savings associated with the amendment of certain operating terms of the Company’s agreement with C&S Wholesale Grocers, Inc., our procurement agent.  

Lower operating income reflects a number of atypical items, including an $11.0 million gain in the 2015 first quarter from the sale of pharmacy assets, a $2.1 million non-cash impairment charge in the 2016 period, and $4.5 million of incremental legal and professional fees in 2016.  The improvement in net loss primarily reflects the debt extinguishment costs in the 2015 second quarter related to last year’s debt refinancing.  

For the 40-week period ended October 8, 2016, Adjusted EBITDA was $105.4 million, up $3.0 million, or 2.9%.  

Balance Sheet Highlights

Cash and cash equivalents were $31.4 million at October 8, 2016 compared with $35.6 million at
January 2, 2016.  Cash provided by operating activities during the 2016 40-week period was
$28.6 million, a decrease of $25.3 million from the prior-year period.  The decrease in cash generated reflects a change in working capital, particularly a larger decrease in accrued expenses due to bonus payments in 2016 related to 2015 and an increase in inventory for new locations and to replenish lower than normal inventory levels at 2015 year-end.  

Cash provided by operating activities supported growth initiatives, including $17.4 million for the seven supermarkets acquired in the quarter and $25.0 million in capital expenditures during the 2016 40-week period that were largelyrelatedto new store openings, store remodels and maintenance activities.  The Company anticipates investing between $40 million and $45 million in capital expenditures in 2016, including the non-inventory purchase prices of stores acquired in the 2016 third quarter.  

Tops Holding II Corporation Third Quarter 2016 Results

November 8, 2016

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As of October 8, 2016, exclusive of the discount on the 2018 Notes and deferred financing fees, total debt including capital leases was $865.7 million compared with $848.3 million at 2015 year-end.  The unused availability under the Company’s revolving credit facility was $32.7 million after giving effect to the borrowing base calculation, $22.8 million of letters of credit outstanding and $69.5 million of borrowings outstanding.  

Tops expects that cash generated from operations and availability under the revolving credit facility will provide sufficient liquidity to fund debt service requirements, investments in working capital, capital expenditures, acquisitions and other cash requirements for at least the next twelve months.

ConferenceCall Details

Tops will host a conference call on Wednesday, November 9, 2016, beginning at 11:00 a.m. Eastern Time.  During the call, management will review the financial and operating results for the third quarter, and discuss Tops’ corporate strategy and outlook.  A question-and-answer session will follow.  The conference call can be accessed by dialing (201) 689-8560.

A telephonic replay will be available from 2:00 p.m. ET the day of the teleconference until Wednesday,
November 23, 2016.  To listen to the replay, dial (412) 317-6671 and enter replay pin number 13647834.

About Tops Holding II Corporation

Tops is the parent of Tops Holding LLC and the indirect parent of Tops Markets, LLC, which is headquartered in Williamsville, NY, and operates 172 corporate full-service supermarkets including
171 under the Tops banner and one under the Orchard Fresh banner, with an additional five supermarkets operated by franchisees under the Tops banner.  Tops employs approximately 15,000 associates, and is a leading full-service grocery retailer in New York, Northern Pennsylvania, Western Vermont and North Central Massachusetts.  Tops’ strategy is to build on its solid market share in the areas it operates by continuing to differentiate itself from competitors by offering quality products at affordable prices with superior customer service and by remaining an integral part of the community.

For more information about Tops Markets, visit the Company's website at www.topsmarkets.com.

Safe HarborStatement

The informationmadeavailablein thisnews releasecontainsforward-lookingstatements,which aregenerally statementsaboutfutureevents,plans,objectivesand performance.  Generally,thewords “believe,”“expect,” “intend,”“estimate,”“anticipate,”“project,”“will”and similarexpressionsidentifyforward-lookingstatements.  Forward-lookingstatementsreflectour currentexpectations,basedon currentlyavailableinformation,and are not guarantees.  Although we believethattheexpectationsreflectedin suchforward-lookingstatementsare reasonable,theseexpectationscouldproveinaccurateas such statementsinvolverisksand uncertainties,manyof which arebeyond our abilityto controlor predict.  Should one or moreof theserisksor uncertainties,or otherrisksor uncertaintiesnot currentlyknown to us or thatwe currentlydeem to beimmaterial,occur, or should underlyingassumptionsproveincorrect,actualresultsmayvarymateriallyfromthoseanticipated,estimatedor projected.  Importantfactorsrelatingto theserisksand uncertaintiesinclude,but arenot limitedto thefollowing:

• currenteconomicconditionsand theimpacton consumerdemandand spendingand our pricingstrategy;

• pricingand marketstrategies,theexpansion,consolidationand otheractivitiesof competitors,and our abilityto respondto thepromotionalpracticesof competitors;

• our abilityto effectivelyincreaseor maintainour profitmargins;

• thesuccessof our store acquisition, construction and remodel programs;

• fluctuationsin utility,fueland commoditypriceswhich couldimpactconsumerspendingand

Tops Holding II Corporation Third Quarter 2016 Results

November 8, 2016

Page 5 of 10

buying habitsand thecostof doing business;

• risksinherentin our fuel stationoperations;

• our exposureto localeconomiesand otheradverseconditionsdue to our geographicconcentration;

• risksof naturaldisastersand severeweatherconditions;

• supplyproblemswith our suppliersand vendors;

• our relationshipswith our unionsand unionizedemployees,thetermsof futurecollectivebargaining agreementsor laborstrikes;

• increasedoperatingcostsresultingfrom increases in the minimum wage, risingemployeebenefitcostsor pensionfundingobligations;

• changesin, or thefailureor inabilityto complywith, laws and governmentalregulationsapplicableto theoperationof our pharmacyand otherbusinesses;

• theadequacyof our insurancecoverageagainstclaimsof our customersin connectionwith our pharmacyservices;

• estimatesof theamountand timingof paymentsunderour self-insurancepolicies;

• risksof liabilityunderenvironmentallaws and regulations;

• our abilityto maintainand improveour informationtechnologysystems;

• eventsthatgiveriseto actualor potentialfood contamination,drug contaminationor food-borneillness or any adversepublicityrelatingto thesetypesof concerns,whetheror not valid;

• threatsor potentialthreatsto security;

• our abilityto retainkey personnel;

• risksof datasecuritybreachesor lossesof confidentialcustomerinformation;

• risksrelatingto our substantialindebtedness;

• claimsor legalproceedingsagainstus; and

• otherfactorsdiscussedunder“Risk Factors”in our Annual Report on Form 10-K for Fiscal 2015.

We cautionthatinvestors shouldnot placeundue relianceon forward-lookingstatements,which speakonly as of the dateon which theyaremade.  We disclaimany intention,obligationor duty to updateor reviseany forward-lookingstatements,whetheras a resultof new information,futureeventsor otherwise,exceptas requiredby law.

Non-GAAPFinancialMeasures

In additionto reportingfinancialresultsin accordancewith GAAP,we provideinformationregardingEBITDA and Adjusted EBITDA.  We define EBITDA as earnings before interest, taxes, depreciation and amortization.  We define Adjusted EBITDA as EBITDA adjusted to exclude certain non-cash items and items that are not indicative of our core operating performance including such items as LIFO inventory valuation adjustments, share-based compensation expense, legal and professional fees related to unusual or non-recurring matters, impairment, debt extinguishment costs, gains or losses on asset sales outside the normal course of business, and costs directly associated with sizable acquisitions.  We use EBITDA and Adjusted EBITDA to evaluate our operating performance and liquidity, and they are among the primary measures used by management for planning and forecasting for future periods.  We believe the presentation of these measures is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management and, with respect to EBITDA, makes it easier to compare our results with other companies that have different financing and capital structures.  See the last page of this release for a reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial measure, which we believe is net loss.

FINANCIALTABLESFOLLOW.

Tops Holding II Corporation Third Quarter 2016 Results

November 8, 2016

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

	12-week periods ended
	October 8, 2016			October 3, 2015			$ Change			% Change
Net sales	$	568,753		$	560,744		$	8,009			1.4	%
Cost of goods sold		(388,758	)		(386,195	)		(2,563	)		(0.7	)%
Distribution costs		(11,586	)		(9,125	)		(2,461	)		(27.0	)%
Gross profit		168,409			165,424			2,985			1.8	%
Operating expenses:
Wages, salaries and benefits		(84,725	)		(80,354	)		(4,371	)		(5.4	)%
Selling and general expenses		(28,352	)		(27,459	)		(893	)		(3.3	)%
Administrative expenses (inclusive of share-    based compensation expense of $(39) and    $53)		(21,923	)		(17,842	)		(4,081	)		(22.9	)%
Rent expense, net		(7,004	)		(6,292	)		(712	)		(11.3	)%
Depreciation and amortization		(14,968	)		(14,719	)		(249	)		(1.7	)%
Advertising		(5,140	)		(4,901	)		(239	)		(4.9	)%
Total operating expenses		(162,112	)		(151,567	)		(10,545	)		(7.0	)%
Operating income		6,297			13,857			(7,560	)		(54.6	)%
Interest expense, net		(18,581	)		(18,619	)		38			0.2	%
Loss before income taxes		(12,284	)		(4,762	)		(7,522	)		(158.0	)%
Income tax expense		(449	)		(400	)		(49	)		(12.3	)%
Net loss	$	(12,733	)	$	(5,162	)	$	(7,571	)		(146.7	)%

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

	40-week periods ended
	October 8, 2016			October 3, 2015			$ Change			% Change
Net sales	$	1,872,078		$	1,869,505		$	2,573			0.1	%
Cost of goods sold		(1,279,910	)		(1,284,579	)		4,669			0.4	%
Distribution costs		(33,046	)		(34,948	)		1,902			5.4	%
Gross profit		559,122			549,978			9,144			1.7	%
Operating expenses:
Wages, salaries and benefits		(277,117	)		(272,581	)		(4,536	)		(1.7	)%
Selling and general expenses		(92,088	)		(91,809	)		(279	)		(0.3	)%
Administrative expenses (inclusive of share-    based compensation expense of $88 and    $177)		(65,971	)		(58,844	)		(7,127	)		(12.1	)%
Rent expense, net		(22,110	)		(20,863	)		(1,247	)		(6.0	)%
Depreciation and amortization		(49,601	)		(47,891	)		(1,710	)		(3.6	)%
Advertising		(17,158	)		(16,590	)		(568	)		(3.4	)%
Impairment		(2,076	)		—			(2,076	)	N/A
Gain on sale of assets		—			11,014			(11,014	)		(100.0	)%
Total operating expenses		(526,121	)		(497,564	)		(28,557	)		(5.7	)%
Operating income		33,001			52,414			(19,413	)		(37.0	)%
Loss on debt extinguishment		—			(34,503	)		34,503			100.0	%
Interest expense, net		(62,035	)		(63,404	)		1,369			2.2	%
Loss before income taxes		(29,034	)		(45,493	)		16,459			36.2	%
Income tax expense		(1,721	)		(1,342	)		(379	)		(28.2	)%
Net loss	$	(30,755	)	$	(46,835	)	$	16,080			34.3	%

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

	October 8, 2016			January 2, 2016
Assets
Current assets:
Cash and cash equivalents	$	31,377		$	35,557
Accounts receivable, net		69,836			68,198
Inventory, net		163,628			141,223
Prepaid expenses and other current assets		16,700			16,857
Total current assets		281,541			261,835
Property and equipment, net		350,117			369,446
Goodwill		219,828			213,096
Intangible assets, net		170,237			173,730
Other assets		17,321			11,547
Total assets	$	1,039,044		$	1,029,654
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable	$	88,223		$	81,812
Accrued expenses and other current liabilities		105,541			96,757
Current portion of capital lease obligations		9,447			8,566
Current portion of long-term debt		2,126			2,075
Total current liabilities		205,337			189,210
Capital lease obligations		137,086			143,122
Long-term debt, net		705,756			681,372
Other long-term liabilities		50,594			44,680
Non-current deferred tax liabilities		45,057			43,694
Total liabilities		1,143,830			1,102,078
Common stock ($0.001 par value; 300,000 authorized shares, 126,560   shares issued and 126,559 shares outstanding as of October 8, 2016   and January 2, 2016)		—			—
Treasury stock (at cost; 1 share as of July 16, 2016 and January 2, 2016)		(1	)		(1	)
Paid-in capital		6,367			7,974
Accumulated deficit		(109,547	)		(78,792	)
Accumulated other comprehensive loss, net of tax		(1,605	)		(1,605	)
Total shareholders' deficit		(104,786	)		(72,424	)
Total liabilities and shareholders' deficit	$	1,039,044		$	1,029,654

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	40-week periods ended
	October 8, 2016			October 3, 2015
Cash flows provided by operating activities:
Net loss	$	(30,755	)	$	(46,835	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		58,850			57,179
Impairment		2,076			—
Amortization of deferred financing costs		1,770			2,618
Deferred income taxes		1,363			1,334
Straight-line rent adjustment		759			775
LIFO inventory valuation adjustments		241			661
Share-based compensation expense		88			177
Loss on debt extinguishment		—			34,503
Gain on sale of assets		—			(11,014	)
Other		75			490
Changes in operating assets and liabilities:
Increase in accounts receivable		(1,638	)		(6,234	)
Increase in inventory, net		(17,640	)		(1,341	)
Decrease (increase) in prepaid expenses and other current assets		236			(2,382	)
Increase in other assets		(5,774	)		—
Increase (decrease) in accounts payable		8,535			(537	)
Increase in accrued expenses and other current liabilities		7,509			22,684
Increase in other long-term liabilities		2,905			1,846
Net cash provided by operating activities		28,600			53,924
Cash flows used in investing activities:
Cash paid for property and equipment		(25,035	)		(30,692	)
Acquisition of supermarkets		(17,409	)		—
Cash proceeds from sale of assets		413			11,255
Net cash used in investing activities		(42,031	)		(19,437	)
Cash flows provided by (used in) financing activities:
Borrowings on 2017 ABL Facility		695,600			353,966
Repayments on 2017 ABL Facility		(672,800	)		(374,466	)
Principal payments on capital leases		(7,052	)		(6,680	)
Repayments of long-term debt borrowings		(2,990	)		(521,480	)
Dividends to Tops MBO Corporation		(2,015	)		(775	)
Change in bank overdraft position		(1,818	)		(223	)
Capital contribution		326			—
Proceeds from long-term debt borrowings		—			560,000
Debt extinguishment costs paid		—			(24,290	)
Deferred financing costs paid		—			(10,593	)
Purchase of treasury stock		—			(1	)
Net cash provided by (used in) financing activities		9,251			(24,542	)
Net (decrease) increase in cash and cash equivalents		(4,180	)		9,945
Cash and cash equivalents–beginning of period		35,557			26,316
Cash and cash equivalents–end of period	$	31,377		$	36,261

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TOPS HOLDING II CORPORATION

RECONCILIATION OF GAAP NET LOSS TO EBITDA AND ADJUSTED EBITDA

(Dollars in thousands)

(Unaudited)

	12-week periods ended						40-week periods ended
	October 8, 2016			October 3, 2015			October 8, 2016			October 3, 2015
Net loss	$	(12,733	)	$	(5,162	)	$	(30,755	)	$	(46,835	)
Depreciation and amortization		17,719			17,685			58,850			57,179
Interest expense		18,581			18,619			62,035			63,404
Income tax expense		449			400			1,721			1,342
EBITDA		24,016			31,542			91,851			75,090
Impairment (a)		—			—			2,076			—
Teamsters arbitration legal and professional fees (b)		2,714			449			5,244			731
Store integration costs (c)		1,892			—			2,105			—
Freezer transition costs (d)		1,176			—			1,187			—
Unsuccessful acquisition transaction costs (e)		1,723			—			1,723			—
LIFO inventory valuation adjustments (f)		(54	)		236			241			661
Share-based compensation expense (g)		(39	)		53			340			177
Loss on debt extinguishment (h)		—			—			—			34,503
Gain on sale of assets (i)		—			—			—			(11,014	)
Other (j)		243			46			589			2,191
Total adjustments to EBITDA		7,655			784			13,505			27,249
Adjusted EBITDA	$	31,671		$	32,326		$	105,356		$	102,339

Notes:

(a) As the expected future cash flows associated with one supermarket location were insufficient to recover that location’s aggregate net book value of long-lived assets, the net book values of leasehold improvements and equipment assets were written down to fair value.

(b) Legal and professional fees related to the dispute and associated arbitration with the New York State Teamsters Conference Pension and Retirement Fund.

(c) Costs associated with the integration of the six stores acquired in Eastern New York and North Central Massachusetts.

(d) Costs related to the relocation of the Company’s freezer warehouse.

(e) Transaction costs incurred in connection with an unsuccessful acquisition.

(f) Eliminates the non-cash impact of last-in, first-out (“LIFO”) accounting, which represents the difference between certain inventories valued under the first-in, first-out (“FIFO”) inventory method and the LIFO inventory method.

(g) Compensation costs related to stock option grants.

(h) Expenses primarily incurred in connection with the tender offer for, and redemption of the balance of, the Company’s $460 million senior secured notes due 2017 and the partial tender offer for $60.0 million of the $150.0 million outstanding senior secured notes due 2018.

(i) During January 2015, the Company sold pharmacy scripts and inventory related to 27 of its in-store pharmacy locations for cash proceeds of $14.9 million. The Company recognized a resulting gain on sale of assets of $11.0 million, net of the carrying value of sold inventory of $3.2 million and direct selling expenses of $0.7 million.

(j) Other items not related to continuing operations.  The amount for the 40-week period of 2015 includes $1.0 million of severance and other costs associated with the closure of 27 in-store pharmacies in January 2015.