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): June 6, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02Results of Operations and Financial Condition

On June 6, 2017, Tops Holding II Corporation (the “Company”) issued a press release announcing results of operations for the Company’s first quarter ended April 22, 2017.  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 June 6, 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:  June 6, 2017

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

EXHIBIT INDEX

99.1Press release of Tops Holding II Corporation dated June 6, 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 First Quarter 2017 Results

First quarter net sales increased 3.8%; inside sales up 3.1%

WILLIAMSVILLE, NY, June 6, 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 first quarter ended April 22, 2017 (first quarter of “Fiscal 2017”).  

“Our first quarter certainly had its challenges and mirrored industry-wide trends.  We were encouraged, however, as the bulk of the challenges hit during the beginning of the period.  As we progressed through the quarter, we saw an improved trend in sales and profitability,” commented Frank Curci, Tops Chairman and CEO.  “Taking a closer look, we are seeing significantly improved performance in the six store group that we acquired in August 2016, as promotional programs are taking hold and we better leverage our labor.  Importantly, these combined locations contributed positively to our bottom line by the end of the quarter.”  

Mr. Curci added, “Looking forward, we are finally starting to see some food cost deflation relief as certain categories are beginning to stabilize.  We are also ramping up promotions in the second quarter as we look to drive top-line growth while continuing to balance our margin profile.”  

Fiscal2017 First Quarter Results(Narrative compares with prior-year period unless otherwise noted)

($ in thousands)

	16-week periods ended
	April 22, 2017			April 23, 2016			$ Change			% Change
Inside sales	$	699,167		$	678,124		$	21,043			3.1	%
Fuel sales		41,661			35,612			6,049			17.0	%
Net sales		740,828			713,736			27,092			3.8	%
Gross profit	$	216,775		$	215,056		$	1,719			0.8	%
Gross profit margin		29.3	%		30.1	%
Operating income	$	2,981		$	10,308		$	(7,327	)		(71.1	)%
Operating margin		0.4	%		1.4	%
Net loss	$	(22,840	)	$	(15,150	)	$	(7,690	)		(50.8	)%

Sales growth reflected $44.3 million of incremental inside sales from nine acquired and new supermarkets opened since April 2016.  Same store sales decreased 3.4% due to food cost deflation in certain categories, including meat, as well as lower traffic and decreased federal funding for the Supplemental Nutritional Assistance Program (“SNAP”), which had an estimated negative impact of 40 basis points on same store sales.

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Fuel sales increased primarily as a result of a 23.2% increase in the average retail price per gallon, net of applicable discounts, partially offset by a 5.0% decrease in gallons sold due to a gas points promotion program during the 2016 period that was not repeated in the 2017 period.  At quarter-end, there were 52 corporate fuel stations in operation.

The 80 basis points decrease in gross profit margin was attributable to a shift in product mix given the larger proportion of relatively lower margin fuel sales and a $0.7 million increase in non-cash LIFO inventory valuation expense.  Excluding the impact of LIFO adjustments and before distribution costs, gross profit margin on inside sales was relatively flat on a same store basis, with an overall 20 basis points decline attributable to increased promotional activity related to recent new store additions.  Also negatively impacting results during the period was an increase in distribution costs due to a $1.1 million increase in self-insured workers’ compensation claims expense due to adverse warehouse claims activity, and a $0.5 million increase in health and welfare expense.

Total operating expenses were $213.8 million, up $9.0 million, and, as a percentage of net sales, increased 20 basis points to 28.9%.  Wages, salaries and benefits were up $8.0 million primarily due to new stores, an increase in the New York State minimum wage rate from $9.00 to $9.70, as well as an increase in pension and health and welfare costs.

As a result, net loss was $22.8 million compared with $15.2 million during the first quarter of 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.  

First quarter 2017 EBITDA was $26.4 million compared with $33.9 million in the prior-year period.  Adjusted EBITDA, which excludes specified non-cash and items that are not indicative of our core operating performance, was $30.9 million, down $6.3 million from the 2016 first 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.

Balance Sheet and Cash Flow Highlights

Cash and cash equivalents were $24.4 million at April 22, 2017 compared with $25.0 million at December 31, 2016.  Cash used in operating activities during the first quarter was $0.4 million compared with $10.4 million of cash provided by operating activities during the prior-year period.  The change was primarily due to a larger net loss, adjusted for non-cash income and expense, of $7.1 million, and working capital changes, inclusive of a reduction of accrued expenses that included an $11.5 million reduction in accrued third-party gift card obligations.  This negative cash flow impact was $6.1 million higher in the first quarter of 2017 compared to the comparable 2016 quarter due to the special gift card promotional program that was run in the fourth quarter of 2016.

Capital expenditures were $8.5 million in the first quarter and were largelyrelatedto store remodels and maintenance activities.  The Company expects to invest $20 to $25 million in capital expenditures during Fiscal 2017.  

As of April 22, 2017, exclusive of the discount on the 2018 Notes and deferred financing fees, total debt including capital leases was $882.5 million compared with $873.2 million at December 31, 2016.  
The unused availability under the Company’s asset based lending facility was $18.2 million after giving effect to the borrowing base calculation, $25.1 million of letters of credit outstanding and $86.0 million of borrowings outstanding.  

Tops Holding II Corporation Reports First Quarter 2017 Results

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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 Thursday, June 8, 2017, beginning at 11:00 a.m. Eastern Time.  
During the call, management will review the financial and operating results for the first quarter of 2017, 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 Thursday, June 22, 2017.  To listen to the replay, dial (412) 317-6671 and enter replay pin number 13660228.

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 14,400 associates, and is a leading full-service grocery retailer serving Upstate 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:

• 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;

Tops Holding II Corporation Reports First Quarter 2017 Results

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• 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 including our ability to repay or refinance our outstanding 2018 Notes, which mature in June 2018;

• claims against usor legalproceedingsin which we are involved; and

• otherfactorsdiscussedunder“Risk Factors”in our Annual Report on Form 10-K for Fiscal 2016.

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 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 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)

	16-week periods ended
	April 22, 2017			April 23, 2016			$ Change			% Change
Net sales	$	740,828		$	713,736		$	27,092			3.8	%
Cost of goods sold		(509,450	)		(486,866	)		(22,584	)		(4.6	)%
Distribution costs		(14,603	)		(11,814	)		(2,789	)		(23.6	)%
Gross profit		216,775			215,056			1,719			0.8	%
Operating expenses:
Wages, salaries and benefits		(115,868	)		(107,833	)		(8,035	)		(7.5	)%
Selling and general expenses		(38,063	)		(36,505	)		(1,558	)		(4.3	)%
Administrative expenses (inclusive of share-    based compensation expense of $18 and    $89)		(23,517	)		(25,470	)		1,953			7.7	%
Rent expense, net		(9,931	)		(8,601	)		(1,330	)		(15.5	)%
Depreciation and amortization		(19,993	)		(19,915	)		(78	)		(0.4	)%
Advertising		(6,422	)		(6,424	)		2			0.0	%
Total operating expenses		(213,794	)		(204,748	)		(9,046	)		(4.4	)%
Operating income		2,981			10,308			(7,327	)		(71.1	)%
Interest expense, net		(25,148	)		(24,887	)		(261	)		(1.0	)%
Loss before income taxes		(22,167	)		(14,579	)		(7,588	)		(52.0	)%
Income tax expense		(673	)		(571	)		(102	)		(17.9	)%
Net loss	$	(22,840	)	$	(15,150	)	$	(7,690	)		(50.8	)%

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

	April 22, 2017			December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	24,414		$	24,994
Accounts receivable, net		68,905			76,874
Inventory, net		153,452			153,306
Prepaid expenses and other current assets		17,011			15,889
Total current assets		263,782			271,063
Property and equipment, net		335,340			348,299
Goodwill		219,886			219,886
Intangible assets, net		166,035			168,385
Other assets		21,170			19,245
Total assets	$	1,006,213		$	1,026,878
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable	$	75,050		$	76,930
Accrued expenses and other current liabilities		97,274			106,266
Current portion of capital lease obligations		10,576			10,490
Current portion of long-term debt		1,916			3,120
Total current liabilities		184,816			196,806
Capital lease obligations		136,711			139,240
Long-term debt, net		722,867			709,206
Other long-term liabilities		56,929			54,494
Deferred tax liabilities, net		46,089			45,509
Total liabilities		1,147,412			1,145,255
Common stock ($0.001 par value; 300,000 authorized shares,    126,560 shares issued and 126,559 shares outstanding as of   April 22, 2017 and December 31, 2016)		—			—
Treasury stock (at cost; 1 share as of April 22, 2017 and    December 31, 2016)		(1	)		(1	)
Paid-in capital		6,399			6,381
Accumulated deficit		(146,195	)		(123,355	)
Accumulated other comprehensive loss, net of tax		(1,402	)		(1,402	)
Total shareholders' deficit		(141,199	)		(118,377	)
Total liabilities and shareholders' deficit	$	1,006,213		$	1,026,878

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TOPS HOLDING II CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	16-week periods ended
	April 22, 2017			April 23, 2016
Cash flows (used in) provided by operating activities:
Net loss	$	(22,840	)	$	(15,150	)
Adjustments to reconcile net loss to net cash (used in)    provided by operating activities:
Depreciation and amortization		23,409			23,614
LIFO inventory valuation adjustments		1,132			369
Amortization of deferred financing costs		701			731
Deferred income taxes		580			545
Straight-line rent adjustment		294			266
Share-based compensation expense		18			89
Other		186			153
Changes in operating assets and liabilities:
Decrease in accounts receivable		7,969			7,689
Increase in inventory, net		(1,278	)		(3,849	)
(Increase) decrease in prepaid expenses and other    current assets		(1,122	)		2,682
Increase in other assets		(1,925	)		(1,925	)
Decrease in accounts payable		(1,527	)		(7,427	)
(Decrease) increase in accrued expenses and    other current liabilities		(8,332	)		863
Increase in other long-term liabilities		2,299			1,799
Net cash (used in) provided by operating activities		(436	)		10,449
Cash flows used in investing activities:
Cash paid for property and equipment		(8,512	)		(8,685	)
Cash proceeds from sale of assets		—			413
Net cash used in investing activities		(8,512	)		(8,272	)
Cash flows provided by (used in) financing activities:
Borrowings on 2021 ABL Facility		244,100			—
Repayments on 2021 ABL Facility		(231,000	)		—
Borrowings on 2017 ABL Facility		—			293,000
Repayments on 2017 ABL Facility		—			(290,800	)
Principal payments on capital leases		(3,243	)		(2,644	)
Repayments of long-term debt borrowings		(1,421	)		(2,043	)
Deferred financing costs paid		(44	)		—
Change in bank overdraft position		(24	)		(551	)
Dividends to Tops MBO Corporation		—			(2,015	)
Capital contribution		—			326
Net cash provided by (used in) financing activities		8,368			(4,727	)
Net decrease in cash and cash equivalents		(580	)		(2,550	)
Cash and cash equivalents–beginning of period		24,994			35,557
Cash and cash equivalents–end of period	$	24,414		$	33,007

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TOPS HOLDING II CORPORATION

RECONCILIATION OF GAAP NET LOSS TO EBITDA AND ADJUSTED EBITDA

(Dollars in thousands)

(Unaudited)

	16-week periods ended
	April 22, 2017			April 23, 2016
Net loss	$	(22,840	)	$	(15,150	)
Depreciation and amortization		23,409			23,614
Interest expense		25,148			24,887
Income tax expense		673			571
EBITDA		26,390			33,922
Teamsters arbitration legal and professional fees (a)		1,596			2,177
LIFO inventory valuation adjustments (b)		1,132			369
Potential transaction costs (c)		1,092			—
Store acquisition and integration costs (d)		140			—
Share-based compensation expense (e)		18			341
Other (f)		483			308
Total adjustments to EBITDA		4,461			3,195
Adjusted EBITDA	$	30,851		$	37,117

Notes:

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

(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 incurred in connection with a potential transaction.

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

(e) Compensation costs related to stock option grants.

(f) Other items not related to continuing operations.