TOPS HOLDING II CORP

CIK:0001584701|SEC Filings

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Income Statement [Abstract]
Net sales	$ 740,828	$ 713,736
Cost of goods sold	(509,450)	(486,866)
Distribution costs	(14,603)	(11,814)
Gross profit	216,775	215,056
Operating expenses:
Wages, salaries and benefits	(115,868)	(107,833)
Selling and general expenses	(38,063)	(36,505)
Administrative expenses (inclusive of share-based compensation expense of $18 and $89)	(23,517)	(25,470)
Rent expense, net	(9,931)	(8,601)
Depreciation and amortization	(19,993)	(19,915)
Advertising	(6,422)	(6,424)
Total operating expenses	(213,794)	(204,748)
Operating income	2,981	10,308
Interest expense, net	(25,148)	(24,887)
Loss before income taxes	(22,167)	(14,579)
Income tax expense	(673)	(571)
Net loss	(22,840)	(15,150)
Comprehensive loss	$ (22,840)	$ (15,150)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	4 Months Ended
	Apr. 22, 2017	Apr. 23, 2016
Cash flows 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:
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 (Note 8)		(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
2021 ABL Facility [Member]
Cash flows provided by (used in) financing activities:
Borrowings on ABL Facility	244,100
Repayments on ABL Facility	$ (231,000)
2017 ABL Facility [Member]
Cash flows provided by (used in) financing activities:
Borrowings on ABL Facility		293,000
Repayments on ABL Facility		$ (290,800)

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Apr. 22, 2017	Dec. 31, 2016
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
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
Commitments and contingencies
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)	0	0
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