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): March 30, 2017

___________________

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 March 30, 2017, Tops Holding II Corporation (the “Company”) issued a press release announcing results of operations for the Company’s fourth quarter ended December 31, 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 March 30, 2017.

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:  March 30, 2017

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

EXHIBIT INDEX

99.1Press release of Tops Holding II Corporation dated March 30, 2017.

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
Fourth Quarter and Full Year 2016 Results

WILLIAMSVILLE, NY, March 30, 2017 – Tops Holding II Corporation (“Tops” or the “Company”),
the indirect parent of Tops Markets, LLC (“Tops Markets”), a leading supermarket retailer serving Upstate New York, Northern Pennsylvania, Western Vermont and North Central Massachusetts, todayreportedfinancialresultsforthe fourth quarter and full year ended December 31, 2016 (“Fiscal 2016”).  The Fiscal 2016 period included 52 weeks, while the Fiscal 2015 period included 53 weeks.

Fourth Quarter and Fiscal 2016 Performance

• Fourth quarter inside sales increased 5.4% when excluding the extra sales week in 2015

• Full-year inside sales up 2.4% to $2.3 billion when excluding the extra sales week

• Added nine supermarkets during the year; Total of 172 stores at year-end

“We continued to execute our core strategy by expanding our store base with nine new supermarkets, and, importantly, maintaining or growing market share in each of our key regions during the year,” commented Frank Curci, Tops Chairman and CEO.  “While 2016 was a tough environment as the industry struggled with persistent food price deflation, we continued to take a long-term view and implement the appropriate steps to make our operations more efficient and set the stage for stronger financial performance when the operating environment improves.”  

“As deflationary headwinds are expected to continue into the first half of 2017, our focus will be much of the same,” he said.  

“We will continue to diversify our product portfolio, especially in high-growth categories such as natural and organics, execute strategic initiatives in an effort to drive sales and customer loyalty, and look for additional operational efficiencies to manage our margin profile,” Curci said, “And, as we have demonstrated, we will continue to take an opportunistic approach to strategic acquisitions or new store development that can further strengthen our footprint.”  

Tops Holding II Corporation Fourth Quarter and Full Year 2016 Results

March 30, 2017

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

($ in thousands)

	Fiscal 2016                  Fiscal 2015
	Fourth Quarter (12 weeks)			Fourth Quarter (13 weeks)			$ Change		% Change
Inside sales	$	553,536		$	570,271		$	(16,735)		(2.9)	%
Fuel sales		31,153			32,173			(1,020)		(3.2)	%
Net sales		584,689			602,444			(17,755)		(2.9)	%
Gross profit	$	166,871		$	178,311		$	(11,440)		(6.4)	%
Gross profit margin		28.5	%		29.6	%
Operating income	$	5,537		$	5,955		$	(418)		(7.0)	%
Operating margin		0.9	%		1.0	%
Net loss	$	(13,808)		$	(15,408)		$	1,600		10.4	%

Excluding the $44.9 million of sales related to the additional week in the Fiscal 2015 fourth quarter, inside sales in the quarter increased $28.3 million, or 5.4%.  Same store sales, calculated on a comparable 12-week period basis, decreased 1.9% due to food cost deflation in certain categories, including meat and dairy, as well as lower traffic levels.  Additionally, approximately 30 basis points of the same store sales decrease was attributable to lower federal funding for the Supplemental Nutritional Assistance Program (“SNAP”).  Fuel sales were lower due to one less week in the quarter.

The decrease in gross profit margin of 110 basis points was attributable to an increase in self-insured workers’ compensation claims expense of $1.9 million and a $1.6 million reduction in capitalized warehousing costs.  Additionally, we increased our promotional activity during the fourth quarter, particularly in connection with the introduction of our Tops brand into new markets following our six-store acquisition in August.

Total operating expenses were $161.3 million, down $11.0 million, and as a percentage of net sales decreased 100 basis points to 27.6%.  Cost control and efficiency initiatives, one less week in the Fiscal 2016 fourth quarter, a $4.2 million decrease in one-time costs, along with lower performance-based compensation expense, more than offset additional costs associated with new locations.  

Net loss improved $1.6 million from $15.4 million during the fourth quarter of Fiscal 2015 to $13.8 million during the fourth quarter of Fiscal 2016.

To provide investors with a greater understanding of its operating performance, in addition to reporting results in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), Tops provides supplemental reporting on EBITDA and Adjusted EBITDA, both non-GAAP measures.  Fourth quarter Fiscal 2016 EBITDA was $23.4 million compared with $25.0 million in the prior-year period, reflective of the additional week in the 2015 period.  Adjusted EBITDA, which excludes specified non-cash and nonrecurring items, was $24.8 million, a reduction of $5.6 million from the fourth quarter of Fiscal 2015, again partially attributable to the additional week in the 2015 quarter.  

See “Non-GAAP Financial Measures” below for a discussion of EBITDA and Adjusted EBITDA, and the attached table for a reconciliation to GAAP net loss.

Tops Holding II Corporation Fourth Quarter and Full Year 2016 Results

March 30, 2017

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Full Year Fiscal 2016 Review (Narrative compares with prior-year period unless otherwise noted)

($ in thousands)

	Fiscal 2016                  Fiscal 2015
	(52 weeks)			(53 weeks)			$ Change		% Change
Inside sales	$	2,324,397		$	2,314,012		$	10,385		0.4	%
Fuel sales		132,370			157,937			(25,567)		(16.2)	%
Net sales		2,456,767			2,471,949			(15,182)		(0.6)	%
Gross profit	$	725,993		$	728,289		$	(2,296)		(0.3)	%
Gross profit margin		29.6	%		29.5	%
Operating income	$	38,538		$	58,369		$	(19,831)		(34.0)	%
Operating margin		1.6	%		2.4	%
Net loss	$	(44,563)		$	(62,243)		$	17,680		28.4	%

Inside sales increased due to the $94.6 million incremental contribution from 14 acquired and new supermarkets since May 2015, partially offset by $42.9 million of sales related to the additional week in Fiscal 2015 and a 1.8% decrease in same store sales.  Same store sales were calculated using a comparable 52-week period.  Approximately 50 basis points of the same store sales decline was attributable to lower federal funding for the SNAP, while the remaining decline was due to the same factors that impacted the fourth quarter results.

Fuel sales were negatively impacted by a 12.8% decrease in the average retail price paid per gallon.  Our gallons sold decreased 3.8%, or 1.9% excluding the additional week of 2015.  As of December 31, 2016, 52 corporate fuel stations were in operation.  

Gross profit margin improved 10 basis points, primarily due to product mix given the smaller proportion of relatively lower margin fuel sales.  Distribution costs as a percent of sales were consistent at 1.8% as incremental savings associated with a new procurement agreement were offset by $1.4 million of costs related to the August 2016 relocation to a new freezer warehouse facility, combined with a $0.6 million increase in self-insured workers’ compensation claims expense.  

Lower operating income reflects $3.3 million of costs associated with the acquisition and integration of the six acquired stores in Eastern New York and North Central Massachusetts, $1.7 million of costs incurred in connection with a potential acquisition and $1.3 million of incremental legal and professional fees related to the ongoing dispute and associated arbitration proceeding with the New York State Teamsters Conference Pension and Retirement Fund.  The 2015 period included an $11.0 million gain from the sale of pharmacy scripts and inventory.  

The improvement in net loss primarily reflects the debt extinguishment costs incurred in the Fiscal 2015 second quarter related to last year’s debt refinancing.  For Fiscal 2016, Adjusted EBITDA was $130.1 million, a reduction of $2.6 million from $132.7 million in Fiscal 2015, reflective of the additional week in Fiscal 2015.

Tops Holding II Corporation Fourth Quarter and Full Year 2016 Results

March 30, 2017

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Balance Sheet Highlights

Cash and cash equivalents were $25.0 million at December 31, 2016 compared with $35.6 million at
January 2, 2016.  Cash provided by operating activities during Fiscal 2016 was $32.5 million, a decrease of $22.1 million from the previous year.  The decrease in cash generated reflects a change in working capital, particularly a larger decrease in accrued expenses due to bonus payments in Fiscal 2016 related to Fiscal 2015.  Additionally, inventory increased $6.9 million during Fiscal 2016 compared to a decrease of $8.8 million during Fiscal 2015 due in part to lower than normal inventory levels at 2015 year-end, which was largely caused by the 2015 fiscal year-end falling after the New Year’s Day holiday.

Cash provided by operating activities supported growth initiatives, including investments of $17.4 million for seven supermarkets acquired in 2016 and $34.6 million in capital expenditures that were largelyrelatedto new store openings, store remodels and maintenance activities.  The Company expects to invest $20 million to $25 million in capital expenditures during Fiscal 2017.  

As of December 31, 2016, exclusive of the discount on the 2018 Notes and deferred financing fees, total debt including capital leases was $873.2 million compared with $848.3 million at Fiscal 2015 year-end.  The unused availability under the Company’s asset based lending facility (“ABL Facility”) was $39.5 million after giving effect to the borrowing base calculation, $22.8 million of letters of credit outstanding and $72.9 million of borrowings outstanding.  On December 30, 2016, the maturity date of the ABL Facility was extended to 2021, while the applicable interest rates were decreased and the maximum borrowing capacity was increased from $125.0 million to $150.0 million.

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

ConferenceCall Details

Tops will host a conference call on Friday, March 31, 2017, beginning at 11:00 a.m. Eastern Time.  During the call, management will review the financial and operating results for the fourth quarter and full year of 2016, 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 on the day of the teleconference until Friday, April 14, 2017.  To listen to the replay, dial (412) 317-6671 and enter replay pin number 13653294.

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 serving 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.

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March 30, 2017

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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:

• currenteconomicconditions, food cost deflation,and 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 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.

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March 30, 2017

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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 of long-lived assets, debt extinguishment costs, gains or losses on asset sales outside the normal course of business, and material acquisition and integration costs.  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.

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

	Fiscal 2016			Fiscal 2015
	Fourth Quarter			Fourth Quarter
	(12 weeks)			(13 weeks)			$ Change			% Change
Net sales	$	584,689		$	602,444		$	(17,755	)		(2.9	)%
Cost of goods sold		(405,889	)		(414,234	)		8,345			2.0	%
Distribution costs		(11,929	)		(9,899	)		(2,030	)		(20.5	)%
Gross profit		166,871			178,311			(11,440	)		(6.4	)%
Operating expenses:
Wages, salaries and benefits		(87,720	)		(88,443	)		723			0.8	%
Selling and general expenses		(27,897	)		(28,842	)		945			3.3	%
Administrative expenses (inclusive of share-based    compensation expense of $14 and $71)		(17,171	)		(23,919	)		6,748			28.2	%
Rent expense, net		(7,601	)		(6,768	)		(833	)		(12.3	)%
Depreciation and amortization		(14,821	)		(15,979	)		1,158			7.2	%
Advertising		(6,124	)		(6,191	)		67			1.1	%
Impairment		—			(2,214	)		2,214			100.0	%
Total operating expenses		(161,334	)		(172,356	)		11,022			6.4	%
Operating income		5,537			5,955			(418	)		(7.0	)%
Loss on debt extinguishment		—			(78	)		78			100.0	%
Interest expense, net		(18,854	)		(20,649	)		1,795			8.7	%
Loss before income taxes		(13,317	)		(14,772	)		1,455			9.8	%
Income tax expense		(491	)		(636	)		145			22.8	%
Net loss	$	(13,808	)	$	(15,408	)	$	1,600			10.4	%

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

	Fiscal 2016			Fiscal 2015
	(52 weeks)			(53 weeks)			$ Change			% Change
Net sales	$	2,456,767		$	2,471,949		$	(15,182	)		(0.6	)%
Cost of goods sold		(1,685,799	)		(1,698,813	)		13,014			0.8	%
Distribution costs		(44,975	)		(44,847	)		(128	)		(0.3	)%
Gross profit		725,993			728,289			(2,296	)		(0.3	)%
Operating expenses:
Wages, salaries and benefits		(364,837	)		(361,024	)		(3,813	)		(1.1	)%
Selling and general expenses		(119,985	)		(120,651	)		666			0.6	%
Administrative expenses (inclusive of share-based    compensation expense of $102 and $248)		(83,142	)		(82,763	)		(379	)		(0.5	)%
Rent expense, net		(29,711	)		(27,631	)		(2,080	)		(7.5	)%
Depreciation and amortization		(64,422	)		(63,870	)		(552	)		(0.9	)%
Advertising		(23,282	)		(22,781	)		(501	)		(2.2	)%
Impairment		(2,076	)		(2,214	)		138			6.2	%
Gain on sale of assets		—			11,014			(11,014	)		(100.0	)%
Total operating expenses		(687,455	)		(669,920	)		(17,535	)		(2.6	)%
Operating income		38,538			58,369			(19,831	)		(34.0	)%
Loss on debt extinguishment		—			(34,581	)		34,581			100.0	%
Interest expense, net		(80,889	)		(84,053	)		3,164			3.8	%
Loss before income taxes		(42,351	)		(60,265	)		17,914			29.7	%
Income tax expense		(2,212	)		(1,978	)		(234	)		(11.8	)%
Net loss	$	(44,563	)	$	(62,243	)	$	17,680			28.4	%

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March 30, 2017

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

	December 31, 2016			January 2, 2016
Assets
Current assets:
Cash and cash equivalents	$	24,994		$	35,557
Accounts receivable, net		76,874			68,198
Inventory, net		153,306			141,223
Prepaid expenses and other current assets		15,889			16,857
Total current assets		271,063			261,835
Property and equipment, net		348,299			369,446
Goodwill		219,886			213,096
Intangible assets, net		168,385			173,730
Other assets		19,245			11,547
Total assets	$	1,026,878		$	1,029,654
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	76,930		$	81,812
Accrued expenses and other current liabilities		106,266			96,757
Current portion of capital lease obligations		10,490			8,566
Current portion of long-term debt		3,120			2,075
Total current liabilities		196,806			189,210
Capital lease obligations		139,240			143,122
Long-term debt, net		709,206			681,372
Other long-term liabilities		54,494			44,680
Deferred tax liabilities, net		45,509			43,694
Total liabilities		1,145,255			1,102,078
Commitments and contingencies
Common stock ($0.001 par value; 300,000 authorized    shares, 126,560 shares issued and 126,559 shares    outstanding as of December 31, 2016 and January 2, 2016)		—			—
Treasury stock (at cost; 1 share as of December 31, 2016 and January 2, 2016)		(1	)		(1	)
Paid-in capital		6,381			7,974
Accumulated deficit		(123,355	)		(78,792	)
Accumulated other comprehensive loss, net of tax		(1,402	)		(1,605	)
Total shareholders’ deficit		(118,377	)		(72,424	)
Total liabilities and shareholders’ deficit	$	1,026,878		$	1,029,654

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Fiscal 2016			Fiscal 2015
	(52 weeks)			(53 weeks)
Cash flows provided by operating activities:
Net loss	$	(44,563	)	$	(62,243	)
Adjustments to reconcile net loss to net cash provided    by operating activities:
Depreciation and amortization		76,723			76,315
Amortization of deferred financing costs		2,304			3,155
Impairment		2,076			2,214
Deferred income taxes		1,815			1,767
Straight-line rent adjustment		1,014			1,116
LIFO inventory valuation adjustments		(457	)		(218	)
Share-based compensation expense		102			248
Loss on debt extinguishment		—			34,581
Gain on sale of assets		—			(11,014	)
Other		527			530
Changes in operating assets and liabilities:
Increase in accounts receivable		(8,208	)		(7,894	)
(Increase) decrease in inventory, net		(6,877	)		8,785
Decrease (increase) in prepaid expenses and other current assets		2,885			(5,642	)
Increase in other assets		(7,698	)		(7,698	)
Decrease in accounts payable		(2,827	)		(5,248	)
Increase in accrued expenses and other current liabilities		8,730			15,506
Increase in other long-term liabilities		6,925			10,334
Net cash provided by    operating activities		32,471			54,594
Cash flows used in investing activities:
Cash paid for property and equipment		(34,569	)		(37,680	)
Acquisition of supermarkets		(17,380	)		(3,558	)
Cash proceeds from sale of assets		413			11,255
Net cash used in investing activities		(51,536	)		(29,983	)
Cash flows provided by (used in) financing activities:
Borrowings on 2017 ABL Facility		927,300			588,766
Repayments on 2017 ABL Facility		(974,000	)		(594,066	)
Borrowings on 2021 ABL Facility		72,900			—
Principal payments on capital leases		(9,766	)		(8,766	)
Repayments of long-term debt borrowings		(3,932	)		(525,280	)
Dividends to Tops MBO Corporation		(2,015	)		(775	)
Change in bank overdraft position		(1,859	)		(287	)
Deferred financing costs paid		(452	)		(10,743	)
Capital contribution		326			47
Proceeds from long-term debt borrowings		—			560,000
Debt extinguishment costs paid		—			(24,265	)
Purchase of treasury stock		—			(1	)
Net cash provided by (used in) financing activities		8,502			(15,370	)
Net (decrease) increase in cash and cash equivalents		(10,563	)		9,241
Cash and cash equivalents–beginning of period		35,557			26,316
Cash and cash equivalents–end of period	$	24,994		$	35,557

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TOPS HOLDING II CORPORATION

RECONCILIATION OF GAAP NET LOSS TO EBITDA AND ADJUSTED EBITDA

(Dollars in thousands)

(Unaudited)

	Fiscal 2016			Fiscal 2015
	Fourth Quarter			Fourth Quarter			Fiscal 2016			Fiscal 2015
	(12 weeks)			(13 weeks)			(52 weeks)			(53 weeks)
Net loss	$	(13,808	)	$	(15,408	)	$	(44,563	)	$	(62,243	)
Depreciation and amortization		17,873			19,136			76,723			76,315
Interest expense		18,854			20,649			80,889			84,053
Income tax expense		491			636			2,212			1,978
EBITDA		23,410			25,013			115,261			100,103
Store acquisition and integration costs (a)		1,208			—			3,313			—
LIFO inventory valuation adjustments (b)		(698	)		(879	)		(457	)		(218	)
Teamsters arbitration legal and professional fees (c)		592			3,820			5,836			4,550
Freezer transition costs (d)		197			—			1,384			—
Share-based compensation expense (e)		14			71			354			248
Potential acquisition costs (f)		—			—			1,723			—
Impairment (g)		—			2,214			2,076			2,214
Loss on debt extinguishment (h)		—			78			—			34,581
Gain on sale of assets (i)		—			—			—			(11,014	)
Other (j)		45			57			634			2,249
Total adjustments to EBITDA		1,358			5,361			14,863			32,610
Adjusted EBITDA	$	24,768		$	30,374		$	130,124		$	132,713

Notes:

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

(b) 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.

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

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

(e) Compensation costs related to stock option grants.

(f) Legal and professional fees incurred in connection with a potential acquisition.

(g) 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.

(h) Expenses primarily incurred in connection with the tender offer for, and redemption of the balance of, the Company’s $460.0 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 Fiscal 2015 includes $1.0 million of severance and other costs associated with the closure of 27 in-store pharmacies in January 2015.