Document_and_Entity_Informatio
Document and Entity Information | 4 Months Ended | |
Apr. 18, 2015 | 20-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 18-Apr-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TOPS HOLDING II CORP | |
Entity Central Index Key | 1584701 | |
Current Fiscal Year End Date | -15 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 126,559 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Apr. 18, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $31,818 | $26,316 |
Accounts receivable, net | 61,292 | 64,130 |
Inventory, net | 141,514 | 149,284 |
Prepaid expenses and other current assets | 14,521 | 11,172 |
Income taxes refundable | 43 | 43 |
Current deferred tax assets | 3,456 | 3,456 |
Total current assets | 252,644 | 254,401 |
Property and equipment, net | 380,091 | 385,889 |
Goodwill | 212,901 | 212,901 |
Intangible assets, net | 180,643 | 184,159 |
Other assets | 13,735 | 15,033 |
Total assets | 1,040,014 | 1,052,383 |
Current liabilities: | ||
Accounts payable | 85,667 | 85,985 |
Accrued expenses and other current liabilities | 96,922 | 82,110 |
Current portion of capital lease obligations | 8,877 | 8,653 |
Current portion of long-term debt | 2,010 | 1,983 |
Total current liabilities | 193,476 | 178,731 |
Capital lease obligations | 139,560 | 140,315 |
Long-term debt | 641,539 | 664,130 |
Other long-term liabilities | 34,185 | 33,591 |
Non-current deferred tax liabilities | 45,923 | 45,383 |
Total liabilities | 1,054,683 | 1,062,150 |
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 18, 2015 and 126,560 shares issued and outstanding as of December 27, 2014) | 0 | 0 |
Treasury stock (at cost; 1 share as of April 18, 2015) | -1 | |
Paid-in capital | 7,748 | 8,454 |
Accumulated deficit | -20,744 | -16,549 |
Accumulated other comprehensive loss, net of tax | -1,672 | -1,672 |
Total shareholders' deficit | -14,669 | -9,767 |
Total liabilities and shareholders' deficit | $1,040,014 | $1,052,383 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Apr. 18, 2015 | Dec. 27, 2014 |
Statement of Financial Position [Abstract] | ||
Common shares, par value | $0.00 | $0.00 |
Common shares, authorized | 300,000 | 300,000 |
Common shares, issued | 126,560 | 126,560 |
Common shares, outstanding | 126,559 | 126,560 |
Treasury stock, shares | 1 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 4 Months Ended | |
In Thousands, unless otherwise specified | Apr. 18, 2015 | Apr. 19, 2014 |
Income Statement [Abstract] | ||
Net sales | $722,850 | $756,539 |
Cost of goods sold | -494,125 | -526,635 |
Distribution costs | -14,260 | -15,767 |
Gross profit | 214,465 | 214,137 |
Operating expenses: | ||
Wages, salaries and benefits | -109,456 | -106,958 |
Selling and general expenses | -37,802 | -41,452 |
Administrative expenses (inclusive of share-based compensation expense of $69 and $10) | -23,493 | -20,076 |
Rent expense, net | -8,197 | -8,218 |
Depreciation and amortization | -18,606 | -17,779 |
Advertising | -5,835 | -6,339 |
Gain on sale of assets (Note 8) | 11,014 | |
Total operating expenses | -192,375 | -200,822 |
Operating income | 22,090 | 13,315 |
Interest expense, net | -25,743 | -25,077 |
Loss before income taxes | -3,653 | -11,762 |
Income tax (expense) benefit | -542 | 4,136 |
Net loss | -4,195 | -7,626 |
Other comprehensive income | 0 | 0 |
Comprehensive loss | ($4,195) | ($7,626) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) (USD $) | 4 Months Ended | |
In Thousands, unless otherwise specified | Apr. 18, 2015 | Apr. 19, 2014 |
Income Statement [Abstract] | ||
Share-based compensation expense included in administrative expenses | $69 | $10 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 4 Months Ended | |
In Thousands, unless otherwise specified | Apr. 18, 2015 | Apr. 19, 2014 |
Cash flows provided by operating activities: | ||
Net loss | ($4,195) | ($7,626) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 22,118 | 20,747 |
Gain on sale of assets | -11,014 | |
Amortization of deferred financing costs | 1,298 | 1,184 |
Deferred income taxes | 540 | -4,153 |
Straight-line adjustment | 309 | 352 |
LIFO inventory valuation adjustments | 202 | 1,338 |
Share-based compensation expense | 69 | 10 |
Other | 341 | 253 |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 2,838 | 2,349 |
Decrease in inventory, net | 7,327 | 2,579 |
Increase in prepaid expenses and other current assets | -3,349 | -4,836 |
Decrease in income taxes refundable | 52 | |
(Decrease) increase in accounts payable | -100 | 1,828 |
Increase (decrease) in accrued expenses and other current liabilities | 13,845 | -8,168 |
Increase in other long-term liabilities | 384 | 1,968 |
Net cash provided by operating activities | 30,613 | 7,877 |
Cash flows provided by (used in) investing activities: | ||
Cash paid for property and equipment | -9,934 | -12,300 |
Cash proceeds from sale of assets | 11,255 | |
Net cash provided by (used in) investing activities | 1,321 | -12,300 |
Cash flows (used in) provided by financing activities: | ||
Borrowings on ABL Facility | 126,500 | 179,700 |
Repayments on ABL Facility | -148,500 | -182,400 |
Principal payments on capital leases | -2,791 | -2,663 |
Dividends to Tops MBO Corporation | -775 | -2,382 |
Repayments of long-term debt borrowings | -647 | -2,621 |
Change in bank overdraft position | -218 | -65 |
Purchase of treasury stock | -1 | |
Proceeds from sale leaseback financing transactions | 12,750 | |
Deferred financing costs paid | -211 | |
Net cash (used in) provided by financing activities | -26,432 | 2,108 |
Net increase (decrease) in cash and cash equivalents | 5,502 | -2,315 |
Cash and cash equivalents - beginning of period | 26,316 | 29,913 |
Cash and cash equivalents - end of period | 31,818 | 27,598 |
2017 ABL Facility [Member] | ||
Cash flows (used in) provided by financing activities: | ||
Borrowings on ABL Facility | 126,500 | 179,700 |
Repayments on ABL Facility | ($148,500) | ($182,400) |
The_Company_Basis_of_Presentat
The Company, Basis of Presentation and Summary of Significant Accounting Policies | 4 Months Ended | ||||||||||||||||
Apr. 18, 2015 | |||||||||||||||||
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 collectively with its subsidiaries, the “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 April 18, 2015, the Company operated 158 supermarkets, 157 under the Tops banner and one under the Orchard Fresh banner, 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). | |||||||||||||||||
Holding II is the reporting entity for the Holding I Notes and Holding II Notes (see Note 6). Tops MBO Corporation (“Tops MBO Co”), the parent Company of Holding II, 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 assets and results of operations of Tops MBO Co. Tops MBO Co’s assets consist solely of its investment in Holding II. Tops MBO Co has no operations other than as 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 for the fiscal year ended December 27, 2014, which appear in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2015. | |||||||||||||||||
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 16-week periods ended April 18, 2015 and April 19, 2014 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. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In April 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015, with early adoption permitted. The Company elected early adoption and there was no material impact to its consolidated financial statements as of April 18, 2015 and December 27, 2014. | |||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. ASU No. 2014-09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently assessing the potential impact of ASU No. 2014-09 on its financial statements. | |||||||||||||||||
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which amended ASC 835 Subtopic 30 - Interest - Imputation of Interest to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. This guidance will be effective for the Company in the first quarter of the fiscal year ending December 31, 2016. Early adoption is permitted. The Company is currently in the process of evaluating the effect of adoption on its consolidated financial statements. | |||||||||||||||||
In April 2015, the FASB issued ASU No. 2015-04, “Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets,” which amended Accounting Standards Codification (“ASC”) 715 - Compensation - Retirement Benefits to permit entities with a fiscal year-end that does not coincide with a calendar month-end the ability to measure defined benefit plan assets and obligations as of the calendar month-end that is closest to the entity’s fiscal year-end and apply that measurement date consistently from year to year. This guidance will be effective for the Company in the first quarter of the fiscal year ending December 31, 2016. Early adoption is permitted. The Company is currently in the process of evaluating the effect of adoption on its the consolidated financial statements. | |||||||||||||||||
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 April 18, 2015, 49 corporate supermarkets offered pharmacy services and 51 corporate fuel centers were in operation. As of April 19, 2014, 76 corporate supermarkets offered pharmacy services and 48 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): | |||||||||||||||||
16-week periods ended | |||||||||||||||||
April 18, 2015 | April 19, 2014 | ||||||||||||||||
Amount | % of | Amount | % of | ||||||||||||||
Total | Total | ||||||||||||||||
Non-perishables(1) | $ | 412,980 | 57.1 | % | $ | 424,428 | 56.1 | % | |||||||||
Perishables(2) | 211,755 | 29.3 | % | 207,151 | 27.4 | % | |||||||||||
Fuel | 46,154 | 6.4 | % | 68,083 | 9 | % | |||||||||||
Pharmacy | 45,235 | 6.3 | % | 50,109 | 6.6 | % | |||||||||||
Other(3) | 6,726 | 0.9 | % | 6,768 | 0.9 | % | |||||||||||
$ | 722,850 | 100 | % | $ | 756,539 | 100 | % | ||||||||||
-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 FASB 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 April 18, 2015 and December 27, 2014, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands): | |||||||||||||||||
April 18, 2015 | December 27, 2014 | ||||||||||||||||
Carrying value of long-term debt: | |||||||||||||||||
Current portion of long-term debt | $ | 2,010 | $ | 1,983 | |||||||||||||
Long-term debt | 641,539 | 664,130 | |||||||||||||||
Total carrying value of long-term debt (Note 6) | 643,549 | 666,113 | |||||||||||||||
Fair value of long-term debt | 667,966 | 671,338 | |||||||||||||||
Excess of fair value over carrying value | $ | 24,417 | $ | 5,225 | |||||||||||||
The fair values of the Holding I Notes and Holding II Notes (see Note 6), which are included in long-term debt, were based on quoted market prices, a Level 2 source. | |||||||||||||||||
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. |
Business_Acquisitions
Business Acquisitions | 4 Months Ended |
Apr. 18, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions | 2. BUSINESS ACQUISITIONS |
On December 1, 2013, Tops MBO Co consummated the purchase of substantially all of the common stock of Holding II (the “Management Purchase”) from Morgan Stanley Private Equity and other stockholders of Holdings II (the “Sellers”). As a result of the Management Purchase, primarily through their ownership of Tops MBO Co, members of management now beneficially own 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 estimates of their fair values under the acquisition method of accounting in accordance with ASC 805, “Business Combinations”. In addition to the cash consideration of $20.9 million paid to the Sellers, the Company incurred $15.8 million of transaction fees during late 2013 in connection with the Management Purchase. Transaction fees of $0.6 million were paid during the 4-week period ended December 28, 2013, $15.0 million of transaction fees were paid during the 16-week period ended April 19, 2014, and the remaining $0.2 million were paid during the 12-week period ended July 12, 2014. | |
As disclosed in the Company’s audited consolidated financial statements for the fiscal year ended December 27, 2014, which appear in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2015, the purchase price allocation for the Management Purchase was finalized during the fourth quarter of 2014. Previously reported results have been retroactively adjusted to reflect the finalization of the acquisition date fair values of property and equipment and intangible assets. This finalization resulted in reductions of depreciation and amortization expense of $4.4 million during the 16-week period ended April 19, 2014. The finalization also resulted in the increase of income tax benefit of $1.6 million during the 16-week period ended April 19, 2014. The combined impact of the depreciation and amortization expense and income tax benefit adjustments resulted in a $6.0 million reduction in the Company’s net loss during the 16-week period ended April 19, 2014. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets, Net | 4 Months Ended | ||||||||||||||||
Apr. 18, 2015 | |||||||||||||||||
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 16-week period ended April 18, 2015 (dollars in thousands): | |||||||||||||||||
Balance – December 27, 2014 | $ | 212,901 | |||||||||||||||
Adjustments | — | ||||||||||||||||
Balance – April 18, 2015 | $ | 212,901 | |||||||||||||||
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 impairment was recorded during the 16-week periods ended April 18, 2015 and April 19, 2014. | |||||||||||||||||
Intangible assets, net of accumulated amortization, consist of the following (dollars in thousands): | |||||||||||||||||
April 18, 2015 | Gross | Accumulated | Net | Weighted | |||||||||||||
Carrying | Amortization | Carrying | Average | ||||||||||||||
Amount | Amount | Amortization | |||||||||||||||
Period | |||||||||||||||||
Tradename – indefinite | $ | 131,200 | $ | — | $ | 131,200 | Indefinite life | ||||||||||
Customer relationships | 29,200 | (9,800 | ) | 19,400 | 14 | ||||||||||||
Favorable lease rights | 21,600 | (4,203 | ) | 17,397 | 9 | ||||||||||||
Franchise agreements | 13,300 | (2,647 | ) | 10,653 | 14 | ||||||||||||
Pharmacy scripts | 2,800 | (807 | ) | 1,993 | 14 | ||||||||||||
$ | 198,100 | $ | (17,457 | ) | $ | 180,643 | 11.8 | ||||||||||
December 27, 2014 | Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | |||||||||||||||
Amount | Amount | ||||||||||||||||
Tradename – indefinite | $ | 131,200 | $ | — | $ | 131,200 | |||||||||||
Customer relationships | 29,200 | (7,913 | ) | 21,287 | |||||||||||||
Favorable lease rights | 21,600 | (3,269 | ) | 18,331 | |||||||||||||
Franchise agreements | 13,300 | (2,115 | ) | 11,185 | |||||||||||||
Pharmacy scripts | 2,800 | (644 | ) | 2,156 | |||||||||||||
$ | 198,100 | $ | (13,941 | ) | $ | 184,159 | |||||||||||
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 16-week periods ended April 18, 2015 and April 19, 2014. | |||||||||||||||||
During the 16-week periods ended April 18, 2015 and April 19, 2014, amortization expense related to intangible assets was $3.5 million and $4.0 million, respectively. This amortization is included in depreciation and amortization in the condensed consolidated statements of comprehensive loss. | |||||||||||||||||
Contra-expense of $0.1 million of related to the amortization of unfavorable lease rights, which are classified in other long-term liabilities in the condensed consolidated balance sheets, is included in depreciation and amortization in the condensed consolidated statements of comprehensive loss during the 16-week periods ended April 18, 2015 and April 19, 2014. Expected future amortization of these unfavorable lease rights is contra-expense of $0.2 million in the remaining period of Fiscal 2015, $0.3 million in Fiscal 2016, $0.3 million in Fiscal 2017, $0.3 million in Fiscal 2018, $0.3 million in Fiscal 2019 and $0.8 million thereafter. | |||||||||||||||||
As of April 18, 2015, expected future amortization of intangible assets is as follows (dollars in thousands): | |||||||||||||||||
2015 (remaining period) | $ | 7,882 | |||||||||||||||
2016 | 8,201 | ||||||||||||||||
2017 | 6,959 | ||||||||||||||||
2018 | 5,920 | ||||||||||||||||
2019 | 4,966 | ||||||||||||||||
Thereafter | 15,515 |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 4 Months Ended | ||||||||
Apr. 18, 2015 | |||||||||
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): | |||||||||
April 18, 2015 | December 27, 2014 | ||||||||
Wages, taxes and benefits | $ | 19,148 | $ | 18,951 | |||||
Interest payable | 18,676 | 2,269 | |||||||
Lottery | 12,803 | 10,954 | |||||||
Union medical, pension and 401(k) | 9,194 | 8,985 | |||||||
Self-insurance reserves | 6,130 | 6,130 | |||||||
Property and equipment expenditures | 4,350 | 3,383 | |||||||
Gift cards | 3,554 | 8,974 | |||||||
Professional and legal fees | 3,332 | 3,170 | |||||||
Utilities | 3,085 | 3,383 | |||||||
Sales and use tax | 3,013 | 596 | |||||||
Repairs and maintenance | 1,848 | 2,212 | |||||||
Money orders | 864 | 887 | |||||||
Other | 10,925 | 12,216 | |||||||
$ | 96,922 | $ | 82,110 | ||||||
Capital_Lease_Obligations
Capital Lease Obligations | 4 Months Ended | ||||
Apr. 18, 2015 | |||||
Leases [Abstract] | |||||
Capital Lease Obligations | 5. CAPITAL LEASE OBLIGATIONS | ||||
The Company has a number of capital leases in effect for supermarket 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 supermarket 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 April 18, 2015, future minimum lease rental payments applicable to non-cancelable capital and operating leases, and expected minimum sublease rental income, were as follows (dollars in thousands): | |||||
2015 (remaining period) | $ | 21,709 | |||
2016 | 30,358 | ||||
2017 | 27,139 | ||||
2018 | 23,361 | ||||
2019 | 20,686 | ||||
Thereafter | 108,445 | ||||
Total minimum lease payments | 231,698 | ||||
Less amounts representing interest | (152,853 | ) | |||
Present value of net minimum lease payments | 78,845 | ||||
Less current obligations | (8,877 | ) | |||
Long-term cash obligations | 69,968 | ||||
Non-cash obligations | 69,592 | ||||
Total long-term capital lease obligations | $ | 139,560 | |||
The Company 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. These transactions include the sale-leaseback of three properties for cash proceeds of $12.8 million during the 16-week period ended April 19, 2014. These transactions have been classified as financing transactions in accordance with ASC Topic 840, “Leases,” due to the existence of prohibited 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 2021 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. |
Debt
Debt | 4 Months Ended | ||||||||
Apr. 18, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | 6. DEBT | ||||||||
Long-term debt is comprised of the following (dollars in thousands): | |||||||||
April 18, 2015 | December 27, 2014 | ||||||||
Holding I Notes | $ | 460,000 | $ | 460,000 | |||||
Holding II Notes | 150,000 | 150,000 | |||||||
Discount on Holding II Notes | (1,017 | ) | (1,100 | ) | |||||
2017 ABL Facility | 30,000 | 52,000 | |||||||
Other loans | 4,566 | 5,213 | |||||||
Total debt | 643,549 | 666,113 | |||||||
Current portion | (2,010 | ) | (1,983 | ) | |||||
Total long-term debt | $ | 641,539 | $ | 664,130 | |||||
On May 15, 2013, Holding II issued $150.0 million of unsecured senior notes, bearing annual 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. This interest would accrue at an annual 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 annual 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, Tops Gift Card Company, LLC and Erie Logistics, LLC (collectively, the “Guarantors”), the Company’s warehouse and 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 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. The 2017 ABL Facility will mature on December 14, 2017. | |||||||||
As of April 18, 2015, the unused availability under the 2017 ABL Facility was $46.9 million, after giving effect to the borrowing base calculation, $23.9 million of letters of credit outstanding and $30.0 million borrowings outstanding. As of December 27, 2014, $20.7 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 LIBOR plus a margin of 150 to 200 basis points, determined based on levels of borrowing availability, or the prime rate plus a margin of 50 to 100 basis points, determined based on levels of borrowing availability. As of April 18, 2015 and December 27, 2014, the weighted average interest rates on borrowings under the 2017 ABL Facility were 2.02% and 2.24%, 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 a $12.3 million term loan (“MBO Co Loan”) to partially fund the Management Purchase. The MBO Co Loan bore cash interest of LIBOR plus a margin of 300 basis points, with six scheduled quarterly principal and interest payments that began March 31, 2014. Holding II and its subsidiaries were neither co-issuers nor guarantors of the MBO Co Loan, and none of the assets or stock of Holding II were pledged as collateral for the MBO Co Loan. Accordingly, the MBO Co Loan was not pushed down to the consolidated financial statements of Holding II. The remaining principal balance on the MBO Co Loan, along with accrued and unpaid interest, was repaid in full on September 25, 2014. |
Income_Taxes
Income Taxes | 4 Months Ended | ||||||||
Apr. 18, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 7. INCOME TAXES | ||||||||
Income tax (expense) benefit was as follows (dollars in thousands): | |||||||||
16-week periods ended | |||||||||
April 18, 2015 | April 19, 2014 | ||||||||
Current | $ | (2 | ) | $ | (17 | ) | |||
Deferred | (540 | ) | 4,153 | ||||||
Total income tax (expense) benefit | $ | (542 | ) | $ | 4,136 | ||||
Based on an assessment of positive and negative evidence regarding the realization of the Company’s deferred tax assets, the Company continues to maintain a full valuation allowance against total net deferred tax assets, and consequently, the Company recognized no income tax benefit during the 16-week period ended April 18, 2015. The income tax expense recognized for the 16-week period ended April 18, 2015 primarily reflects the recognition of additional valuation allowance associated with the tax amortization of the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The effective tax rate would have been 38.7% without the establishment of the valuation allowance. | |||||||||
The Company recognized income tax benefit during the 16-week period ended April 19, 2014 as a result of the Management Purchase yielding larger intangible asset values, which drove the Company into a net deferred tax liability position (excluding the Company’s indefinite-lived tradename and goodwill deferred tax liabilities). The income tax benefit recognized for the 16-week period ended April 19, 2014 primarily reflects the loss before income taxes, net of the establishment of valuation allowance against deferred tax assets, primarily reflecting the recognition of valuation allowance associated with the tax amortization of the Company’s indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was 35.2%. The effective tax rate would have been 42.0% without the impact of the valuation allowance establishment. | |||||||||
As of the beginning of fiscal year 2015, the Company had U.S. federal and state net operating loss carryforwards of $45.7 million and $41.9 million, respectively, which expire beginning in 2026. In addition, the Company had federal tax credits of $4.6 million, which expire beginning in 2026. |
Gain_on_Sale_of_Assets
Gain on Sale of Assets | 4 Months Ended |
Apr. 18, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Gain on Sale of Assets | 8. GAIN ON SALE OF ASSETS |
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. These pharmacies were then closed. 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, was recognized in the condensed consolidated statement of comprehensive loss for the 16-week period ended April 18, 2015. |
Shareholders_Deficit
Shareholders' Deficit | 4 Months Ended |
Apr. 18, 2015 | |
Equity [Abstract] | |
Shareholders' Deficit | 9. SHAREHOLDERS’ DEFICIT |
On January 8, 2015, the Company paid a dividend of $0.8 million to Tops MBO Co to repurchase outstanding common stock shares of Tops MBO Co from a former Company executive. In addition, one outstanding common stock share of Holding II was repurchased. |
Commitments_and_Contingencies
Commitments and Contingencies | 4 Months Ended |
Apr. 18, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. 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 Wholesale Grocers, Inc. (“C&S”). Erie Logistics operates the Company’s warehouse and distribution facilities located in Lancaster and Cheektowaga, New York and employs the warehouse and driver personnel at these facilities, all of whom are represented by Teamsters Local 264. Under its supply agreement with Tops Markets, C&S, through Erie Logistics, had operated these 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 of Erie Logistics from C&S. This suspension was retroactive to the effective date of the acquisition. During this “suspension” and thereafter through the date of this Quarterly Report on form 10-Q, Erie Logistics has continued to make contributions to the Fund as required by the collective bargaining agreements with Teamsters Local 264. The Fund has rejected and returned these contributions. During the 16-week periods ended April 18, 2015 and April 19, 2014, these rejected contributions totaled $1.6 million and $1.4 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, calculated to give effect to a limit on total withdrawal liability imposed by the Employee Retirement Income Security Act (“ERISA”), 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 is vigorously contesting 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 of Erie Logistics from C&S, 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, the Company or C&S. 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, totaling $1.9 million during the 16-week period ended April 18, 2015, 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. The aggregate conditional monthly payments of withdrawal liability, totaling $ 5.8 million as of April 18, 2015, have been recorded in accounts receivable, while the aggregate rejected contributions, totaling $ 5.8 million as of April 18, 2015, have been recorded in accrued expenses and other current liabilities within our condensed consolidated balance sheet. | |
On July 28, 2014, Teamsters Local 264 filed a grievance charging a violation of its collective bargaining agreements by reason of the Company’s failing to participate in the Fund. | |
Purchase Commitments | |
Effective December 22, 2013, in connection with its purchase of all the membership interests of Erie Logistics and certain other assets from C&S, the Company modified its existing supply agreement with C&S whereby it will resume warehousing and transportation functions, while C&S will continue to provide procurement and purchasing services in support of the majority of the Company’s supply chain. This modified supply agreement sets out the parties’ respective responsibilities for the procurement and purchase of merchandise intended for use or resale in our 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. Effective April 1, 2015, the Company and C&S agreed in principal to amend certain operating terms of the supply agreement and extend the term of the agreement through April 1, 2020. A supply agreement amendment reflecting these terms is expected to be formalized and executed during the Company’s second fiscal quarter. | |
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 GU Markets in October 2012. This agreement expires on September 23, 2022. | |
Effective May 1, 2013, Tops Markets entered into a member participation agreement with 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 prescription drugs and 95% of its generic pharmaceutical products through Topco. This agreement expires February 28, 2017. | |
Effective July 24, 2010, the Company extended its existing IT outsourcing agreement with HP Enterprise Services, LLC (formerly known as Electronic Data Systems, LLC), or 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 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 April 18, 2015 or December 27, 2014. | |
Collective Bargaining Agreements | |
The Company employs approximately 15,000 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 two non-Local One UFCW collective bargaining agreements that expire in April 2016 and February 2018. The Company is also a party to three collective bargaining agreements with Teamsters Local 264 expiring in August 2019. | |
Legal Proceedings | |
Except as otherwise disclosed in this note, the Company is unaware of legal proceedings that are expected to materially impact the Company’s consolidated financial statements as a whole. No amounts related to legal proceedings were accrued as of April 18, 2015 or December 27, 2014. |
Guarantor_Financial_Statements
Guarantor Financial Statements | 4 Months Ended | ||||||||||||||||||||||||
Apr. 18, 2015 | |||||||||||||||||||||||||
Text Block [Abstract] | |||||||||||||||||||||||||
Guarantor Financial Statements | 11. 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, and Tops Gift Card Company, LLC, Tops PT, LLC and Erie Logistics, LLC (the “Guarantor Subsidiaries”), 100% owned subsidiaries of Tops Markets. Holding II was established in May 2013, Tops Gift Card Company, LLC was established in October 2008, Tops PT, LLC was established in January 2010, and Erie Logistics, LLC was acquired in December 2013. 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 the Guarantor Subsidiaries are not presented as the guarantees are full and unconditional, subject to customary release provisions, 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 April 18, 2015 and December 27, 2014 for Holding II, Holding I, Tops Markets, the Guarantor Subsidiaries, and for the Company, statements of comprehensive loss for the 16-week periods ended April 18, 2015 and April 19, 2014, and statements of cash flows for the 16-week periods ended April 18, 2015 and April 19, 2014. 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 | |||||||||||||||||||||||||
APRIL 18, 2015 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 30,965 | $ | 853 | $ | — | $ | 31,818 | |||||||||||||
Accounts receivable, net | — | — | 47,312 | 13,980 | — | 61,292 | |||||||||||||||||||
Intercompany receivables | — | — | 36,993 | 5,205 | (42,198 | ) | — | ||||||||||||||||||
Inventory, net | — | — | 106,037 | 35,477 | — | 141,514 | |||||||||||||||||||
Prepaid expenses and other current assets | — | — | 11,503 | 3,018 | — | 14,521 | |||||||||||||||||||
Income taxes refundable | — | — | 43 | — | — | 43 | |||||||||||||||||||
Current deferred tax assets | — | — | 3,456 | — | — | 3,456 | |||||||||||||||||||
Total current assets | — | — | 236,309 | 58,533 | (42,198 | ) | 252,644 | ||||||||||||||||||
Property and equipment, net | — | — | 318,117 | 61,974 | — | 380,091 | |||||||||||||||||||
Goodwill | — | — | 47,081 | 165,820 | — | 212,901 | |||||||||||||||||||
Intangible assets, net | — | — | 134,580 | 46,063 | — | 180,643 | |||||||||||||||||||
Other assets | 4,723 | — | 9,012 | 3,041 | (3,041 | ) | 13,735 | ||||||||||||||||||
Investment in subsidiaries | 134,075 | 139,775 | 214,028 | — | (487,878 | ) | — | ||||||||||||||||||
Total assets | $ | 138,798 | $ | 139,775 | $ | 959,127 | $ | 335,431 | $ | (533,117 | ) | $ | 1,040,014 | ||||||||||||
Liabilities and Shareholders’ (Deficit) Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | — | $ | 68,277 | $ | 17,390 | $ | — | $ | 85,667 | |||||||||||||
Intercompany payables | — | 5,700 | 5,205 | 31,293 | (42,198 | ) | — | ||||||||||||||||||
Accrued expenses and other current liabilities | 4,484 | — | 73,495 | 18,943 | — | 96,922 | |||||||||||||||||||
Current portion of capital lease obligations | — | — | 8,752 | 125 | — | 8,877 | |||||||||||||||||||
Current portion of long-term debt | — | — | 1,978 | 32 | — | 2,010 | |||||||||||||||||||
Total current liabilities | 4,484 | 5,700 | 157,707 | 67,783 | (42,198 | ) | 193,476 | ||||||||||||||||||
Capital lease obligations | — | — | 122,134 | 17,426 | — | 139,560 | |||||||||||||||||||
Long-term debt | 148,983 | — | 495,064 | 533 | (3,041 | ) | 641,539 | ||||||||||||||||||
Other long-term liabilities | — | — | 28,581 | 5,604 | — | 34,185 | |||||||||||||||||||
Non-current deferred tax liabilities | — | — | 15,866 | 30,057 | — | 45,923 | |||||||||||||||||||
Total liabilities | 153,467 | 5,700 | 819,352 | 121,403 | (45,239 | ) | 1,054,683 | ||||||||||||||||||
Total shareholders’ (deficit) equity | (14,669 | ) | 134,075 | 139,775 | 214,028 | (487,878 | ) | (14,669 | ) | ||||||||||||||||
Total liabilities and shareholders’ (deficit) equity | $ | 138,798 | $ | 139,775 | $ | 959,127 | $ | 335,431 | $ | (533,117 | ) | $ | 1,040,014 | ||||||||||||
TOPS HOLDING II CORPORATION | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEET | |||||||||||||||||||||||||
DECEMBER 27, 2014 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 25,497 | $ | 819 | $ | — | $ | 26,316 | |||||||||||||
Accounts receivable, net | — | — | 52,068 | 12,062 | — | 64,130 | |||||||||||||||||||
Intercompany receivables | — | — | 44,544 | 7,093 | (51,637 | ) | — | ||||||||||||||||||
Inventory, net | — | — | 111,468 | 37,816 | — | 149,284 | |||||||||||||||||||
Prepaid expenses and other current assets | — | — | 7,949 | 3,223 | — | 11,172 | |||||||||||||||||||
Income taxes refundable | — | — | 43 | — | — | 43 | |||||||||||||||||||
Current deferred tax assets | — | — | 3,456 | — | — | 3,456 | |||||||||||||||||||
Total current assets | — | — | 245,025 | 61,013 | (51,637 | ) | 254,401 | ||||||||||||||||||
Property and equipment, net | — | — | 322,186 | 63,703 | — | 385,889 | |||||||||||||||||||
Goodwill | — | — | 47,081 | 165,820 | — | 212,901 | |||||||||||||||||||
Intangible assets, net | — | — | 137,004 | 47,155 | — | 184,159 | |||||||||||||||||||
Other assets | 5,115 | — | 9,918 | 3,041 | (3,041 | ) | 15,033 | ||||||||||||||||||
Investment in subsidiaries | 134,492 | 140,192 | 210,699 | — | (485,383 | ) | — | ||||||||||||||||||
Total assets | $ | 139,607 | $ | 140,192 | $ | 971,913 | $ | 340,732 | $ | (540,061 | ) | $ | 1,052,383 | ||||||||||||
Liabilities and Shareholders’ (Deficit) Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | — | $ | 67,826 | $ | 18,159 | $ | — | $ | 85,985 | |||||||||||||
Intercompany payables | — | 5,700 | 7,093 | 38,844 | (51,637 | ) | — | ||||||||||||||||||
Accrued expenses and other current liabilities | 474 | — | 59,972 | 21,664 | — | 82,110 | |||||||||||||||||||
Current portion of capital lease obligations | — | — | 8,532 | 121 | — | 8,653 | |||||||||||||||||||
Current portion of long-term debt | — | — | 1,951 | 32 | — | 1,983 | |||||||||||||||||||
Total current liabilities | 474 | 5,700 | 145,374 | 78,820 | (51,637 | ) | 178,731 | ||||||||||||||||||
Capital lease obligations | — | — | 122,849 | 17,466 | — | 140,315 | |||||||||||||||||||
Long-term debt | 148,900 | — | 517,730 | 541 | (3,041 | ) | 664,130 | ||||||||||||||||||
Other long-term liabilities | — | — | 28,259 | 5,332 | — | 33,591 | |||||||||||||||||||
Non-current deferred tax liabilities | — | — | 17,509 | 27,874 | — | 45,383 | |||||||||||||||||||
Total liabilities | 149,374 | 5,700 | 831,721 | 130,033 | (54,678 | ) | 1,062,150 | ||||||||||||||||||
Total shareholders’ (deficit) equity | (9,767 | ) | 134,492 | 140,192 | 210,699 | (485,383 | ) | (9,767 | ) | ||||||||||||||||
Total liabilities and shareholders’ (deficit) equity | $ | 139,607 | $ | 140,192 | $ | 971,913 | $ | 340,732 | $ | (540,061 | ) | $ | 1,052,383 | ||||||||||||
TOPS HOLDING II CORPORATION | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS | |||||||||||||||||||||||||
FOR THE 16-WEEK PERIOD ENDED APRIL 18, 2015 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 560,028 | $ | 163,201 | $ | (379 | ) | $ | 722,850 | ||||||||||||
Cost of goods sold | — | — | (385,566 | ) | (108,559 | ) | — | (494,125 | ) | ||||||||||||||||
Distribution costs | — | — | (11,065 | ) | (3,195 | ) | — | (14,260 | ) | ||||||||||||||||
Gross profit | — | — | 163,397 | 51,447 | (379 | ) | 214,465 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Wages, salaries and benefits | — | — | (82,507 | ) | (26,949 | ) | — | (109,456 | ) | ||||||||||||||||
Selling and general expenses | — | — | (28,299 | ) | (9,882 | ) | 379 | (37,802 | ) | ||||||||||||||||
Administrative expenses | — | — | (18,266 | ) | (5,227 | ) | — | (23,493 | ) | ||||||||||||||||
Rent expense, net | — | — | (5,433 | ) | (2,764 | ) | — | (8,197 | ) | ||||||||||||||||
Depreciation and amortization | — | — | (15,097 | ) | (3,509 | ) | — | (18,606 | ) | ||||||||||||||||
Advertising | — | — | (4,549 | ) | (1,286 | ) | — | (5,835 | ) | ||||||||||||||||
Gain on sale of assets | — | — | 6,877 | 4,137 | — | 11,014 | |||||||||||||||||||
Total operating expenses | — | — | (147,274 | ) | (45,480 | ) | 379 | (192,375 | ) | ||||||||||||||||
Operating income | — | — | 16,123 | 5,967 | — | 22,090 | |||||||||||||||||||
Interest expense, net | (4,485 | ) | — | (20,804 | ) | (454 | ) | — | (25,743 | ) | |||||||||||||||
Equity income from subsidiaries | 290 | 290 | 3,330 | — | (3,910 | ) | — | ||||||||||||||||||
(Loss) income before income taxes | (4,195 | ) | 290 | (1,351 | ) | 5,513 | (3,910 | ) | (3,653 | ) | |||||||||||||||
Income tax benefit (expense) | — | — | 1,641 | (2,183 | ) | — | (542 | ) | |||||||||||||||||
Net (loss) income | (4,195 | ) | 290 | 290 | 3,330 | (3,910 | ) | (4,195 | ) | ||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||
Comprehensive (loss) income | $ | (4,195 | ) | $ | 290 | $ | 290 | $ | 3,330 | $ | (3,910 | ) | $ | (4,195 | ) | ||||||||||
TOPS HOLDING II CORPORATION | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS | |||||||||||||||||||||||||
FOR THE 16-WEEK PERIOD ENDED APRIL 19, 2014 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 585,334 | $ | 171,581 | $ | (376 | ) | $ | 756,539 | ||||||||||||
Cost of goods sold | — | — | (412,591 | ) | (114,044 | ) | — | (526,635 | ) | ||||||||||||||||
Distribution costs | — | — | (12,129 | ) | (3,638 | ) | — | (15,767 | ) | ||||||||||||||||
Gross profit | — | — | 160,614 | 53,899 | (376 | ) | 214,137 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Wages, salaries and benefits | — | — | (79,906 | ) | (27,052 | ) | — | (106,958 | ) | ||||||||||||||||
Selling and general expenses | — | — | (31,450 | ) | (10,378 | ) | 376 | (41,452 | ) | ||||||||||||||||
Administrative expenses | — | — | (15,193 | ) | (4,883 | ) | — | (20,076 | ) | ||||||||||||||||
Rent expense, net | — | — | (5,368 | ) | (2,850 | ) | — | (8,218 | ) | ||||||||||||||||
Depreciation and amortization | — | — | (14,657 | ) | (3,122 | ) | — | (17,779 | ) | ||||||||||||||||
Advertising | — | — | (4,885 | ) | (1,454 | ) | — | (6,339 | ) | ||||||||||||||||
Total operating expenses | — | — | (151,459 | ) | (49,739 | ) | 376 | (200,822 | ) | ||||||||||||||||
Operating income | — | — | 9,155 | 4,160 | — | 13,315 | |||||||||||||||||||
Interest expense, net | (4,441 | ) | — | (20,579 | ) | (57 | ) | — | (25,077 | ) | |||||||||||||||
Equity (loss) income from subsidiaries | (3,185 | ) | (3,185 | ) | 2,478 | — | 3,892 | — | |||||||||||||||||
(Loss) income before income taxes | (7,626 | ) | (3,185 | ) | (8,946 | ) | 4,103 | 3,892 | (11,762 | ) | |||||||||||||||
Income tax benefit (expense) | — | — | 5,761 | (1,625 | ) | — | 4,136 | ||||||||||||||||||
Net (loss) income | (7,626 | ) | (3,185 | ) | (3,185 | ) | 2,478 | 3,892 | (7,626 | ) | |||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||
Comprehensive (loss) income | $ | (7,626 | ) | $ | (3,185 | ) | $ | (3,185 | ) | $ | 2,478 | $ | 3,892 | $ | (7,626 | ) | |||||||||
TOPS HOLDING II CORPORATION | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
FOR THE 16-WEEK PERIOD ENDED APRIL 18, 2015 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Net cash provided by operating activities | $ | — | $ | — | $ | 27,172 | $ | 3,441 | $ | — | $ | 30,613 | |||||||||||||
Cash flows provided by investing activities: | |||||||||||||||||||||||||
Cash paid for property and equipment | — | — | (8,733 | ) | (1,201 | ) | — | (9,934 | ) | ||||||||||||||||
Cash proceeds from sale of assets | — | — | 7,751 | 3,504 | — | 11,255 | |||||||||||||||||||
Change in intercompany receivables position | — | — | 7,551 | 1,888 | (9,439 | ) | — | ||||||||||||||||||
Net cash provided by investing activities | — | — | 6,569 | 4,191 | (9,439 | ) | 1,321 | ||||||||||||||||||
Cash flows used in by financing activities: | |||||||||||||||||||||||||
Capital contributions | 776 | 776 | — | — | (1,552 | ) | — | ||||||||||||||||||
Dividends | (775 | ) | (776 | ) | (776 | ) | — | 1,552 | (775 | ) | |||||||||||||||
Purchase of treasury stock | (1 | ) | — | — | — | — | (1 | ) | |||||||||||||||||
Borrowings on 2017 ABL Facility | — | — | 126,500 | — | — | 126,500 | |||||||||||||||||||
Repayments on 2017 ABL Facility | — | — | (148,500 | ) | — | — | (148,500 | ) | |||||||||||||||||
Principal payments on capital leases | — | — | (2,752 | ) | (39 | ) | — | (2,791 | ) | ||||||||||||||||
Repayments of long-term debt borrowings | — | — | (639 | ) | (8 | ) | — | (647 | ) | ||||||||||||||||
Change in bank overdraft position | — | — | (218 | ) | — | — | (218 | ) | |||||||||||||||||
Change in intercompany payables position | — | — | (1,888 | ) | (7,551 | ) | 9,439 | — | |||||||||||||||||
Net cash used in financing activities | — | — | (28,273 | ) | (7,598 | ) | 9,439 | (26,432 | ) | ||||||||||||||||
Net increase in cash and cash equivalents | — | — | 5,468 | 34 | — | 5,502 | |||||||||||||||||||
Cash and cash equivalents – beginning of period | — | — | 25,497 | 819 | — | 26,316 | |||||||||||||||||||
Cash and cash equivalents – end of period | $ | — | $ | — | $ | 30,965 | $ | 853 | $ | — | 31,818 | ||||||||||||||
TOPS HOLDING II CORPORATION | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
FOR THE 16-WEEK PERIOD ENDED APRIL 19, 2014 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | — | $ | — | $ | (2,505 | ) | $ | 10,382 | $ | — | $ | 7,877 | ||||||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||||||||||||||
Cash paid for property and equipment | — | — | (11,662 | ) | (638 | ) | — | (12,300 | ) | ||||||||||||||||
Change in intercompany receivables position | — | — | 20,694 | 1,930 | (22,624 | ) | — | ||||||||||||||||||
Net cash provided by (used in) investing activities | — | — | 9,032 | 1,292 | (22,624 | ) | (12,300 | ) | |||||||||||||||||
Cash flows (used in) provided by financing activities: | |||||||||||||||||||||||||
Capital contributions | 2,382 | 2,382 | — | — | (4,764 | ) | — | ||||||||||||||||||
Dividend | (2,382 | ) | (2,382 | ) | (2,382 | ) | — | 4,764 | (2,382 | ) | |||||||||||||||
Borrowings on 2017 ABL Facility | — | — | 179,700 | — | — | 179,700 | |||||||||||||||||||
Repayments on 2017 ABL Facility | — | — | (182,400 | ) | — | — | (182,400 | ) | |||||||||||||||||
Proceeds from sale leaseback financing transactions | — | — | 3,616 | 9,134 | — | 12,750 | |||||||||||||||||||
Principal payments on capital leases | — | — | (2,520 | ) | (143 | ) | — | (2,663 | ) | ||||||||||||||||
Repayments of long-term debt borrowings | — | — | (2,613 | ) | (8 | ) | — | (2,621 | ) | ||||||||||||||||
Deferred financing costs paid | — | — | (211 | ) | — | — | (211 | ) | |||||||||||||||||
Change in bank overdraft position | — | — | (65 | ) | — | — | (65 | ) | |||||||||||||||||
Change in intercompany payables position | — | — | (1,930 | ) | (20,694 | ) | 22,624 | — | |||||||||||||||||
Net cash (used in) provided by financing activities | — | — | (8,805 | ) | (11,711 | ) | 22,624 | 2,108 | |||||||||||||||||
Net decrease in cash and cash equivalents | — | — | (2,278 | ) | (37 | ) | — | (2,315 | ) | ||||||||||||||||
Cash and cash equivalents – beginning of period | — | — | 29,051 | 862 | — | 29,913 | |||||||||||||||||||
Cash and cash equivalents – end of period | $ | — | $ | — | $ | 26,773 | $ | 825 | $ | — | $ | 27,598 | |||||||||||||
The_Company_Basis_of_Presentat1
The Company, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 4 Months Ended | ||||||||||||||||
Apr. 18, 2015 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
The Company | The Company | ||||||||||||||||
Tops Holding II Corporation (“Holding II,” or collectively with its subsidiaries, the “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 April 18, 2015, the Company operated 158 supermarkets, 157 under the Tops banner and one under the Orchard Fresh banner, 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). | |||||||||||||||||
Holding II is the reporting entity for the Holding I Notes and Holding II Notes (see Note 6). Tops MBO Corporation (“Tops MBO Co”), the parent Company of Holding II, 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 assets and results of operations of Tops MBO Co. Tops MBO Co’s assets consist solely of its investment in Holding II. Tops MBO Co has no operations other than as 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 for the fiscal year ended December 27, 2014, which appear in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2015. | |||||||||||||||||
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 16-week periods ended April 18, 2015 and April 19, 2014 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. | |||||||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||||||||||||||||
In April 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015, with early adoption permitted. The Company elected early adoption and there was no material impact to its consolidated financial statements as of April 18, 2015 and December 27, 2014. | |||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. ASU No. 2014-09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently assessing the potential impact of ASU No. 2014-09 on its financial statements. | |||||||||||||||||
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which amended ASC 835 Subtopic 30 - Interest - Imputation of Interest to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. This guidance will be effective for the Company in the first quarter of the fiscal year ending December 31, 2016. Early adoption is permitted. The Company is currently in the process of evaluating the effect of adoption on its consolidated financial statements. | |||||||||||||||||
In April 2015, the FASB issued ASU No. 2015-04, “Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets,” which amended Accounting Standards Codification (“ASC”) 715 - Compensation - Retirement Benefits to permit entities with a fiscal year-end that does not coincide with a calendar month-end the ability to measure defined benefit plan assets and obligations as of the calendar month-end that is closest to the entity’s fiscal year-end and apply that measurement date consistently from year to year. This guidance will be effective for the Company in the first quarter of the fiscal year ending December 31, 2016. Early adoption is permitted. The Company is currently in the process of evaluating the effect of adoption on its the consolidated financial statements. | |||||||||||||||||
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 April 18, 2015, 49 corporate supermarkets offered pharmacy services and 51 corporate fuel centers were in operation. As of April 19, 2014, 76 corporate supermarkets offered pharmacy services and 48 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): | |||||||||||||||||
16-week periods ended | |||||||||||||||||
April 18, 2015 | April 19, 2014 | ||||||||||||||||
Amount | % of | Amount | % of | ||||||||||||||
Total | Total | ||||||||||||||||
Non-perishables(1) | $ | 412,980 | 57.1 | % | $ | 424,428 | 56.1 | % | |||||||||
Perishables(2) | 211,755 | 29.3 | % | 207,151 | 27.4 | % | |||||||||||
Fuel | 46,154 | 6.4 | % | 68,083 | 9 | % | |||||||||||
Pharmacy | 45,235 | 6.3 | % | 50,109 | 6.6 | % | |||||||||||
Other(3) | 6,726 | 0.9 | % | 6,768 | 0.9 | % | |||||||||||
$ | 722,850 | 100 | % | $ | 756,539 | 100 | % | ||||||||||
-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 FASB 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 April 18, 2015 and December 27, 2014, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands): | |||||||||||||||||
April 18, 2015 | December 27, 2014 | ||||||||||||||||
Carrying value of long-term debt: | |||||||||||||||||
Current portion of long-term debt | $ | 2,010 | $ | 1,983 | |||||||||||||
Long-term debt | 641,539 | 664,130 | |||||||||||||||
Total carrying value of long-term debt (Note 6) | 643,549 | 666,113 | |||||||||||||||
Fair value of long-term debt | 667,966 | 671,338 | |||||||||||||||
Excess of fair value over carrying value | $ | 24,417 | $ | 5,225 | |||||||||||||
The fair values of the Holding I Notes and Holding II Notes (see Note 6), which are included in long-term debt, were based on quoted market prices, a Level 2 source. | |||||||||||||||||
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. |
The_Company_Basis_of_Presentat2
The Company, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 4 Months Ended | ||||||||||||||||
Apr. 18, 2015 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Sales Revenue by Type of Similar Product | The following table presents sales revenue by type of similar product (dollars in thousands): | ||||||||||||||||
16-week periods ended | |||||||||||||||||
April 18, 2015 | April 19, 2014 | ||||||||||||||||
Amount | % of | Amount | % of | ||||||||||||||
Total | Total | ||||||||||||||||
Non-perishables(1) | $ | 412,980 | 57.1 | % | $ | 424,428 | 56.1 | % | |||||||||
Perishables(2) | 211,755 | 29.3 | % | 207,151 | 27.4 | % | |||||||||||
Fuel | 46,154 | 6.4 | % | 68,083 | 9 | % | |||||||||||
Pharmacy | 45,235 | 6.3 | % | 50,109 | 6.6 | % | |||||||||||
Other(3) | 6,726 | 0.9 | % | 6,768 | 0.9 | % | |||||||||||
$ | 722,850 | 100 | % | $ | 756,539 | 100 | % | ||||||||||
-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 April 18, 2015 and December 27, 2014, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands): | ||||||||||||||||
April 18, 2015 | December 27, 2014 | ||||||||||||||||
Carrying value of long-term debt: | |||||||||||||||||
Current portion of long-term debt | $ | 2,010 | $ | 1,983 | |||||||||||||
Long-term debt | 641,539 | 664,130 | |||||||||||||||
Total carrying value of long-term debt (Note 6) | 643,549 | 666,113 | |||||||||||||||
Fair value of long-term debt | 667,966 | 671,338 | |||||||||||||||
Excess of fair value over carrying value | $ | 24,417 | $ | 5,225 | |||||||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets, Net (Tables) | 4 Months Ended | ||||||||||||||||
Apr. 18, 2015 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Changes in Goodwill | The following table summarizes the change in the Company’s goodwill balance during the 16-week period ended April 18, 2015 (dollars in thousands): | ||||||||||||||||
Balance – December 27, 2014 | $ | 212,901 | |||||||||||||||
Adjustments | — | ||||||||||||||||
Balance – April 18, 2015 | $ | 212,901 | |||||||||||||||
Summary of Intangible Assets, Net of Accumulated Amortization | Intangible assets, net of accumulated amortization, consist of the following (dollars in thousands): | ||||||||||||||||
April 18, 2015 | Gross | Accumulated | Net | Weighted | |||||||||||||
Carrying | Amortization | Carrying | Average | ||||||||||||||
Amount | Amount | Amortization | |||||||||||||||
Period | |||||||||||||||||
Tradename – indefinite | $ | 131,200 | $ | — | $ | 131,200 | Indefinite life | ||||||||||
Customer relationships | 29,200 | (9,800 | ) | 19,400 | 14 | ||||||||||||
Favorable lease rights | 21,600 | (4,203 | ) | 17,397 | 9 | ||||||||||||
Franchise agreements | 13,300 | (2,647 | ) | 10,653 | 14 | ||||||||||||
Pharmacy scripts | 2,800 | (807 | ) | 1,993 | 14 | ||||||||||||
$ | 198,100 | $ | (17,457 | ) | $ | 180,643 | 11.8 | ||||||||||
December 27, 2014 | Gross | Accumulated | Net | ||||||||||||||
Carrying | Amortization | Carrying | |||||||||||||||
Amount | Amount | ||||||||||||||||
Tradename – indefinite | $ | 131,200 | $ | — | $ | 131,200 | |||||||||||
Customer relationships | 29,200 | (7,913 | ) | 21,287 | |||||||||||||
Favorable lease rights | 21,600 | (3,269 | ) | 18,331 | |||||||||||||
Franchise agreements | 13,300 | (2,115 | ) | 11,185 | |||||||||||||
Pharmacy scripts | 2,800 | (644 | ) | 2,156 | |||||||||||||
$ | 198,100 | $ | (13,941 | ) | $ | 184,159 | |||||||||||
Summary of Expected Future Amortization of Intangible Assets | As of April 18, 2015, expected future amortization of intangible assets is as follows (dollars in thousands): | ||||||||||||||||
2015 (remaining period) | $ | 7,882 | |||||||||||||||
2016 | 8,201 | ||||||||||||||||
2017 | 6,959 | ||||||||||||||||
2018 | 5,920 | ||||||||||||||||
2019 | 4,966 | ||||||||||||||||
Thereafter | 15,515 |
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 4 Months Ended | ||||||||
Apr. 18, 2015 | |||||||||
Text Block [Abstract] | |||||||||
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (dollars in thousands): | ||||||||
April 18, 2015 | December 27, 2014 | ||||||||
Wages, taxes and benefits | $ | 19,148 | $ | 18,951 | |||||
Interest payable | 18,676 | 2,269 | |||||||
Lottery | 12,803 | 10,954 | |||||||
Union medical, pension and 401(k) | 9,194 | 8,985 | |||||||
Self-insurance reserves | 6,130 | 6,130 | |||||||
Property and equipment expenditures | 4,350 | 3,383 | |||||||
Gift cards | 3,554 | 8,974 | |||||||
Professional and legal fees | 3,332 | 3,170 | |||||||
Utilities | 3,085 | 3,383 | |||||||
Sales and use tax | 3,013 | 596 | |||||||
Repairs and maintenance | 1,848 | 2,212 | |||||||
Money orders | 864 | 887 | |||||||
Other | 10,925 | 12,216 | |||||||
$ | 96,922 | $ | 82,110 | ||||||
Capital_Lease_Obligations_Tabl
Capital Lease Obligations (Tables) | 4 Months Ended | ||||
Apr. 18, 2015 | |||||
Leases [Abstract] | |||||
Schedule of Future Minimum Lease Rental Payments for Capital Lease Obligations | As of April 18, 2015, future minimum lease rental payments applicable to non-cancelable capital and operating leases, and expected minimum sublease rental income, were as follows (dollars in thousands): | ||||
2015 (remaining period) | $ | 21,709 | |||
2016 | 30,358 | ||||
2017 | 27,139 | ||||
2018 | 23,361 | ||||
2019 | 20,686 | ||||
Thereafter | 108,445 | ||||
Total minimum lease payments | 231,698 | ||||
Less amounts representing interest | (152,853 | ) | |||
Present value of net minimum lease payments | 78,845 | ||||
Less current obligations | (8,877 | ) | |||
Long-term cash obligations | 69,968 | ||||
Non-cash obligations | 69,592 | ||||
Total long-term capital lease obligations | $ | 139,560 | |||
Debt_Tables
Debt (Tables) | 4 Months Ended | ||||||||
Apr. 18, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Summary of Long-term Debt | Long-term debt is comprised of the following (dollars in thousands): | ||||||||
April 18, 2015 | December 27, 2014 | ||||||||
Holding I Notes | $ | 460,000 | $ | 460,000 | |||||
Holding II Notes | 150,000 | 150,000 | |||||||
Discount on Holding II Notes | (1,017 | ) | (1,100 | ) | |||||
2017 ABL Facility | 30,000 | 52,000 | |||||||
Other loans | 4,566 | 5,213 | |||||||
Total debt | 643,549 | 666,113 | |||||||
Current portion | (2,010 | ) | (1,983 | ) | |||||
Total long-term debt | $ | 641,539 | $ | 664,130 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 4 Months Ended | ||||||||
Apr. 18, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Summary of Income Tax (Expense) Benefit | Income tax (expense) benefit was as follows (dollars in thousands): | ||||||||
16-week periods ended | |||||||||
April 18, 2015 | April 19, 2014 | ||||||||
Current | $ | (2 | ) | $ | (17 | ) | |||
Deferred | (540 | ) | 4,153 | ||||||
Total income tax (expense) benefit | $ | (542 | ) | $ | 4,136 | ||||
Guarantor_Financial_Statements1
Guarantor Financial Statements (Tables) | 4 Months Ended | ||||||||||||||||||||||||
Apr. 18, 2015 | |||||||||||||||||||||||||
Text Block [Abstract] | |||||||||||||||||||||||||
Guarantor Financial Statements - Condensed Consolidated Balance Sheet | TOPS HOLDING II CORPORATION | ||||||||||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEET | |||||||||||||||||||||||||
APRIL 18, 2015 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 30,965 | $ | 853 | $ | — | $ | 31,818 | |||||||||||||
Accounts receivable, net | — | — | 47,312 | 13,980 | — | 61,292 | |||||||||||||||||||
Intercompany receivables | — | — | 36,993 | 5,205 | (42,198 | ) | — | ||||||||||||||||||
Inventory, net | — | — | 106,037 | 35,477 | — | 141,514 | |||||||||||||||||||
Prepaid expenses and other current assets | — | — | 11,503 | 3,018 | — | 14,521 | |||||||||||||||||||
Income taxes refundable | — | — | 43 | — | — | 43 | |||||||||||||||||||
Current deferred tax assets | — | — | 3,456 | — | — | 3,456 | |||||||||||||||||||
Total current assets | — | — | 236,309 | 58,533 | (42,198 | ) | 252,644 | ||||||||||||||||||
Property and equipment, net | — | — | 318,117 | 61,974 | — | 380,091 | |||||||||||||||||||
Goodwill | — | — | 47,081 | 165,820 | — | 212,901 | |||||||||||||||||||
Intangible assets, net | — | — | 134,580 | 46,063 | — | 180,643 | |||||||||||||||||||
Other assets | 4,723 | — | 9,012 | 3,041 | (3,041 | ) | 13,735 | ||||||||||||||||||
Investment in subsidiaries | 134,075 | 139,775 | 214,028 | — | (487,878 | ) | — | ||||||||||||||||||
Total assets | $ | 138,798 | $ | 139,775 | $ | 959,127 | $ | 335,431 | $ | (533,117 | ) | $ | 1,040,014 | ||||||||||||
Liabilities and Shareholders’ (Deficit) Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | — | $ | 68,277 | $ | 17,390 | $ | — | $ | 85,667 | |||||||||||||
Intercompany payables | — | 5,700 | 5,205 | 31,293 | (42,198 | ) | — | ||||||||||||||||||
Accrued expenses and other current liabilities | 4,484 | — | 73,495 | 18,943 | — | 96,922 | |||||||||||||||||||
Current portion of capital lease obligations | — | — | 8,752 | 125 | — | 8,877 | |||||||||||||||||||
Current portion of long-term debt | — | — | 1,978 | 32 | — | 2,010 | |||||||||||||||||||
Total current liabilities | 4,484 | 5,700 | 157,707 | 67,783 | (42,198 | ) | 193,476 | ||||||||||||||||||
Capital lease obligations | — | — | 122,134 | 17,426 | — | 139,560 | |||||||||||||||||||
Long-term debt | 148,983 | — | 495,064 | 533 | (3,041 | ) | 641,539 | ||||||||||||||||||
Other long-term liabilities | — | — | 28,581 | 5,604 | — | 34,185 | |||||||||||||||||||
Non-current deferred tax liabilities | — | — | 15,866 | 30,057 | — | 45,923 | |||||||||||||||||||
Total liabilities | 153,467 | 5,700 | 819,352 | 121,403 | (45,239 | ) | 1,054,683 | ||||||||||||||||||
Total shareholders’ (deficit) equity | (14,669 | ) | 134,075 | 139,775 | 214,028 | (487,878 | ) | (14,669 | ) | ||||||||||||||||
Total liabilities and shareholders’ (deficit) equity | $ | 138,798 | $ | 139,775 | $ | 959,127 | $ | 335,431 | $ | (533,117 | ) | $ | 1,040,014 | ||||||||||||
TOPS HOLDING II CORPORATION | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEET | |||||||||||||||||||||||||
DECEMBER 27, 2014 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 25,497 | $ | 819 | $ | — | $ | 26,316 | |||||||||||||
Accounts receivable, net | — | — | 52,068 | 12,062 | — | 64,130 | |||||||||||||||||||
Intercompany receivables | — | — | 44,544 | 7,093 | (51,637 | ) | — | ||||||||||||||||||
Inventory, net | — | — | 111,468 | 37,816 | — | 149,284 | |||||||||||||||||||
Prepaid expenses and other current assets | — | — | 7,949 | 3,223 | — | 11,172 | |||||||||||||||||||
Income taxes refundable | — | — | 43 | — | — | 43 | |||||||||||||||||||
Current deferred tax assets | — | — | 3,456 | — | — | 3,456 | |||||||||||||||||||
Total current assets | — | — | 245,025 | 61,013 | (51,637 | ) | 254,401 | ||||||||||||||||||
Property and equipment, net | — | — | 322,186 | 63,703 | — | 385,889 | |||||||||||||||||||
Goodwill | — | — | 47,081 | 165,820 | — | 212,901 | |||||||||||||||||||
Intangible assets, net | — | — | 137,004 | 47,155 | — | 184,159 | |||||||||||||||||||
Other assets | 5,115 | — | 9,918 | 3,041 | (3,041 | ) | 15,033 | ||||||||||||||||||
Investment in subsidiaries | 134,492 | 140,192 | 210,699 | — | (485,383 | ) | — | ||||||||||||||||||
Total assets | $ | 139,607 | $ | 140,192 | $ | 971,913 | $ | 340,732 | $ | (540,061 | ) | $ | 1,052,383 | ||||||||||||
Liabilities and Shareholders’ (Deficit) Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | — | $ | 67,826 | $ | 18,159 | $ | — | $ | 85,985 | |||||||||||||
Intercompany payables | — | 5,700 | 7,093 | 38,844 | (51,637 | ) | — | ||||||||||||||||||
Accrued expenses and other current liabilities | 474 | — | 59,972 | 21,664 | — | 82,110 | |||||||||||||||||||
Current portion of capital lease obligations | — | — | 8,532 | 121 | — | 8,653 | |||||||||||||||||||
Current portion of long-term debt | — | — | 1,951 | 32 | — | 1,983 | |||||||||||||||||||
Total current liabilities | 474 | 5,700 | 145,374 | 78,820 | (51,637 | ) | 178,731 | ||||||||||||||||||
Capital lease obligations | — | — | 122,849 | 17,466 | — | 140,315 | |||||||||||||||||||
Long-term debt | 148,900 | — | 517,730 | 541 | (3,041 | ) | 664,130 | ||||||||||||||||||
Other long-term liabilities | — | — | 28,259 | 5,332 | — | 33,591 | |||||||||||||||||||
Non-current deferred tax liabilities | — | — | 17,509 | 27,874 | — | 45,383 | |||||||||||||||||||
Total liabilities | 149,374 | 5,700 | 831,721 | 130,033 | (54,678 | ) | 1,062,150 | ||||||||||||||||||
Total shareholders’ (deficit) equity | (9,767 | ) | 134,492 | 140,192 | 210,699 | (485,383 | ) | (9,767 | ) | ||||||||||||||||
Total liabilities and shareholders’ (deficit) equity | $ | 139,607 | $ | 140,192 | $ | 971,913 | $ | 340,732 | $ | (540,061 | ) | $ | 1,052,383 | ||||||||||||
Guarantor Financial Statements - Condensed Consolidated Statement of Comprehensive Loss | TOPS HOLDING II CORPORATION | ||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS | |||||||||||||||||||||||||
FOR THE 16-WEEK PERIOD ENDED APRIL 18, 2015 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 560,028 | $ | 163,201 | $ | (379 | ) | $ | 722,850 | ||||||||||||
Cost of goods sold | — | — | (385,566 | ) | (108,559 | ) | — | (494,125 | ) | ||||||||||||||||
Distribution costs | — | — | (11,065 | ) | (3,195 | ) | — | (14,260 | ) | ||||||||||||||||
Gross profit | — | — | 163,397 | 51,447 | (379 | ) | 214,465 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Wages, salaries and benefits | — | — | (82,507 | ) | (26,949 | ) | — | (109,456 | ) | ||||||||||||||||
Selling and general expenses | — | — | (28,299 | ) | (9,882 | ) | 379 | (37,802 | ) | ||||||||||||||||
Administrative expenses | — | — | (18,266 | ) | (5,227 | ) | — | (23,493 | ) | ||||||||||||||||
Rent expense, net | — | — | (5,433 | ) | (2,764 | ) | — | (8,197 | ) | ||||||||||||||||
Depreciation and amortization | — | — | (15,097 | ) | (3,509 | ) | — | (18,606 | ) | ||||||||||||||||
Advertising | — | — | (4,549 | ) | (1,286 | ) | — | (5,835 | ) | ||||||||||||||||
Gain on sale of assets | — | — | 6,877 | 4,137 | — | 11,014 | |||||||||||||||||||
Total operating expenses | — | — | (147,274 | ) | (45,480 | ) | 379 | (192,375 | ) | ||||||||||||||||
Operating income | — | — | 16,123 | 5,967 | — | 22,090 | |||||||||||||||||||
Interest expense, net | (4,485 | ) | — | (20,804 | ) | (454 | ) | — | (25,743 | ) | |||||||||||||||
Equity income from subsidiaries | 290 | 290 | 3,330 | — | (3,910 | ) | — | ||||||||||||||||||
(Loss) income before income taxes | (4,195 | ) | 290 | (1,351 | ) | 5,513 | (3,910 | ) | (3,653 | ) | |||||||||||||||
Income tax benefit (expense) | — | — | 1,641 | (2,183 | ) | — | (542 | ) | |||||||||||||||||
Net (loss) income | (4,195 | ) | 290 | 290 | 3,330 | (3,910 | ) | (4,195 | ) | ||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||
Comprehensive (loss) income | $ | (4,195 | ) | $ | 290 | $ | 290 | $ | 3,330 | $ | (3,910 | ) | $ | (4,195 | ) | ||||||||||
TOPS HOLDING II CORPORATION | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS | |||||||||||||||||||||||||
FOR THE 16-WEEK PERIOD ENDED APRIL 19, 2014 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 585,334 | $ | 171,581 | $ | (376 | ) | $ | 756,539 | ||||||||||||
Cost of goods sold | — | — | (412,591 | ) | (114,044 | ) | — | (526,635 | ) | ||||||||||||||||
Distribution costs | — | — | (12,129 | ) | (3,638 | ) | — | (15,767 | ) | ||||||||||||||||
Gross profit | — | — | 160,614 | 53,899 | (376 | ) | 214,137 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Wages, salaries and benefits | — | — | (79,906 | ) | (27,052 | ) | — | (106,958 | ) | ||||||||||||||||
Selling and general expenses | — | — | (31,450 | ) | (10,378 | ) | 376 | (41,452 | ) | ||||||||||||||||
Administrative expenses | — | — | (15,193 | ) | (4,883 | ) | — | (20,076 | ) | ||||||||||||||||
Rent expense, net | — | — | (5,368 | ) | (2,850 | ) | — | (8,218 | ) | ||||||||||||||||
Depreciation and amortization | — | — | (14,657 | ) | (3,122 | ) | — | (17,779 | ) | ||||||||||||||||
Advertising | — | — | (4,885 | ) | (1,454 | ) | — | (6,339 | ) | ||||||||||||||||
Total operating expenses | — | — | (151,459 | ) | (49,739 | ) | 376 | (200,822 | ) | ||||||||||||||||
Operating income | — | — | 9,155 | 4,160 | — | 13,315 | |||||||||||||||||||
Interest expense, net | (4,441 | ) | — | (20,579 | ) | (57 | ) | — | (25,077 | ) | |||||||||||||||
Equity (loss) income from subsidiaries | (3,185 | ) | (3,185 | ) | 2,478 | — | 3,892 | — | |||||||||||||||||
(Loss) income before income taxes | (7,626 | ) | (3,185 | ) | (8,946 | ) | 4,103 | 3,892 | (11,762 | ) | |||||||||||||||
Income tax benefit (expense) | — | — | 5,761 | (1,625 | ) | — | 4,136 | ||||||||||||||||||
Net (loss) income | (7,626 | ) | (3,185 | ) | (3,185 | ) | 2,478 | 3,892 | (7,626 | ) | |||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||
Comprehensive (loss) income | $ | (7,626 | ) | $ | (3,185 | ) | $ | (3,185 | ) | $ | 2,478 | $ | 3,892 | $ | (7,626 | ) | |||||||||
Guarantor Financial Statements - Condensed Consolidated Statement of Cash Flows | TOPS HOLDING II CORPORATION | ||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
FOR THE 16-WEEK PERIOD ENDED APRIL 18, 2015 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Net cash provided by operating activities | $ | — | $ | — | $ | 27,172 | $ | 3,441 | $ | — | $ | 30,613 | |||||||||||||
Cash flows provided by investing activities: | |||||||||||||||||||||||||
Cash paid for property and equipment | — | — | (8,733 | ) | (1,201 | ) | — | (9,934 | ) | ||||||||||||||||
Cash proceeds from sale of assets | — | — | 7,751 | 3,504 | — | 11,255 | |||||||||||||||||||
Change in intercompany receivables position | — | — | 7,551 | 1,888 | (9,439 | ) | — | ||||||||||||||||||
Net cash provided by investing activities | — | — | 6,569 | 4,191 | (9,439 | ) | 1,321 | ||||||||||||||||||
Cash flows used in by financing activities: | |||||||||||||||||||||||||
Capital contributions | 776 | 776 | — | — | (1,552 | ) | — | ||||||||||||||||||
Dividends | (775 | ) | (776 | ) | (776 | ) | — | 1,552 | (775 | ) | |||||||||||||||
Purchase of treasury stock | (1 | ) | — | — | — | — | (1 | ) | |||||||||||||||||
Borrowings on 2017 ABL Facility | — | — | 126,500 | — | — | 126,500 | |||||||||||||||||||
Repayments on 2017 ABL Facility | — | — | (148,500 | ) | — | — | (148,500 | ) | |||||||||||||||||
Principal payments on capital leases | — | — | (2,752 | ) | (39 | ) | — | (2,791 | ) | ||||||||||||||||
Repayments of long-term debt borrowings | — | — | (639 | ) | (8 | ) | — | (647 | ) | ||||||||||||||||
Change in bank overdraft position | — | — | (218 | ) | — | — | (218 | ) | |||||||||||||||||
Change in intercompany payables position | — | — | (1,888 | ) | (7,551 | ) | 9,439 | — | |||||||||||||||||
Net cash used in financing activities | — | — | (28,273 | ) | (7,598 | ) | 9,439 | (26,432 | ) | ||||||||||||||||
Net increase in cash and cash equivalents | — | — | 5,468 | 34 | — | 5,502 | |||||||||||||||||||
Cash and cash equivalents – beginning of period | — | — | 25,497 | 819 | — | 26,316 | |||||||||||||||||||
Cash and cash equivalents – end of period | $ | — | $ | — | $ | 30,965 | $ | 853 | $ | — | 31,818 | ||||||||||||||
TOPS HOLDING II CORPORATION | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
FOR THE 16-WEEK PERIOD ENDED APRIL 19, 2014 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Tops Holding | Tops Holding | Tops Markets, LLC | Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
II Corporation | LLC | Subsidiaries | |||||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | — | $ | — | $ | (2,505 | ) | $ | 10,382 | $ | — | $ | 7,877 | ||||||||||||
Cash flows provided by (used in) investing activities: | |||||||||||||||||||||||||
Cash paid for property and equipment | — | — | (11,662 | ) | (638 | ) | — | (12,300 | ) | ||||||||||||||||
Change in intercompany receivables position | — | — | 20,694 | 1,930 | (22,624 | ) | — | ||||||||||||||||||
Net cash provided by (used in) investing activities | — | — | 9,032 | 1,292 | (22,624 | ) | (12,300 | ) | |||||||||||||||||
Cash flows (used in) provided by financing activities: | |||||||||||||||||||||||||
Capital contributions | 2,382 | 2,382 | — | — | (4,764 | ) | — | ||||||||||||||||||
Dividend | (2,382 | ) | (2,382 | ) | (2,382 | ) | — | 4,764 | (2,382 | ) | |||||||||||||||
Borrowings on 2017 ABL Facility | — | — | 179,700 | — | — | 179,700 | |||||||||||||||||||
Repayments on 2017 ABL Facility | — | — | (182,400 | ) | — | — | (182,400 | ) | |||||||||||||||||
Proceeds from sale leaseback financing transactions | — | — | 3,616 | 9,134 | — | 12,750 | |||||||||||||||||||
Principal payments on capital leases | — | — | (2,520 | ) | (143 | ) | — | (2,663 | ) | ||||||||||||||||
Repayments of long-term debt borrowings | — | — | (2,613 | ) | (8 | ) | — | (2,621 | ) | ||||||||||||||||
Deferred financing costs paid | — | — | (211 | ) | — | — | (211 | ) | |||||||||||||||||
Change in bank overdraft position | — | — | (65 | ) | — | — | (65 | ) | |||||||||||||||||
Change in intercompany payables position | — | — | (1,930 | ) | (20,694 | ) | 22,624 | — | |||||||||||||||||
Net cash (used in) provided by financing activities | — | — | (8,805 | ) | (11,711 | ) | 22,624 | 2,108 | |||||||||||||||||
Net decrease in cash and cash equivalents | — | — | (2,278 | ) | (37 | ) | — | (2,315 | ) | ||||||||||||||||
Cash and cash equivalents – beginning of period | — | — | 29,051 | 862 | — | 29,913 | |||||||||||||||||||
Cash and cash equivalents – end of period | $ | — | $ | — | $ | 26,773 | $ | 825 | $ | — | $ | 27,598 | |||||||||||||
The_Company_Basis_of_Presentat3
The Company, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 4 Months Ended | |
Apr. 18, 2015 | Apr. 19, 2014 | |
Store | Store | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Number of reportable segment | 1 | |
Fuel [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Services offered by supermarkets | 51 | 48 |
Pharmacy [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Services offered by supermarkets | 49 | 76 |
Supermarkets [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Number of retail supermarkets | 158 | |
Additional operated supermarkets by franchisees | 5 | |
Supermarkets [Member] | Tops Markets, LLC [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Number of retail supermarkets | 157 | |
Supermarkets [Member] | Orchard Fresh [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Number of retail supermarkets | 1 |
The_Company_Basis_of_Presentat4
The Company, Basis of Presentation and Summary of Significant Accounting Policies - Summary of Sales Revenue by Type of Product (Detail) (USD $) | 4 Months Ended | |||
In Thousands, unless otherwise specified | Apr. 18, 2015 | Apr. 19, 2014 | ||
Sales Revenue, Goods, Net [Abstract] | ||||
Sales revenue | $722,850 | $756,539 | ||
Sale revenue percentage | 100.00% | 100.00% | ||
Non-perishables [Member] | ||||
Sales Revenue, Goods, Net [Abstract] | ||||
Sales revenue | 412,980 | [1] | 424,428 | [1] |
Sale revenue percentage | 57.10% | [1] | 56.10% | [1] |
Perishable [Member] | ||||
Sales Revenue, Goods, Net [Abstract] | ||||
Sales revenue | 211,755 | [2] | 207,151 | [2] |
Sale revenue percentage | 29.30% | [2] | 27.40% | [2] |
Fuel [Member] | ||||
Sales Revenue, Goods, Net [Abstract] | ||||
Sales revenue | 46,154 | 68,083 | ||
Sale revenue percentage | 6.40% | 9.00% | ||
Pharmacy [Member] | ||||
Sales Revenue, Goods, Net [Abstract] | ||||
Sales revenue | 45,235 | 50,109 | ||
Sale revenue percentage | 6.30% | 6.60% | ||
Other Products [Member] | ||||
Sales Revenue, Goods, Net [Abstract] | ||||
Sales revenue | $6,726 | [3] | $6,768 | [3] |
Sale revenue percentage | 0.90% | [3] | 0.90% | [3] |
[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. |
The_Company_Basis_of_Presentat5
The Company, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Carrying and Estimated Values of Debt Instruments (Detail) (USD $) | Apr. 18, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Carrying value of long-term debt: | ||
Current portion of long-term debt | $2,010 | $1,983 |
Long-term debt | 641,539 | 664,130 |
Total carrying value of long-term debt (Note 6) | 643,549 | 666,113 |
Fair value of long-term debt | 667,966 | 671,338 |
Excess of fair value over carrying value | $24,417 | $5,225 |
Business_Acquisitions_Addition
Business Acquisitions - Additional Information (Detail) (USD $) | 4 Months Ended | 0 Months Ended | |||
Apr. 18, 2015 | Apr. 19, 2014 | Dec. 01, 2013 | Jul. 12, 2014 | Dec. 28, 2013 | |
Business Acquisition [Line Items] | |||||
Reductions of depreciation and amortization expense | $22,118,000 | $20,747,000 | |||
Reduction in net loss | 6,000,000 | ||||
Change in Useful Life of Property and Equipment [Member] | |||||
Business Acquisition [Line Items] | |||||
Reductions of depreciation and amortization expense | 4,400,000 | ||||
Change of income tax benefit | -1,600,000 | ||||
Management Purchase [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction fees | 15,000,000 | 15,800,000 | 200,000 | 600,000 | |
Cash consideration, businesses acquisition | $20,900,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets Net - Summary of Change in Goodwill (Detail) (USD $) | 4 Months Ended |
In Thousands, unless otherwise specified | Apr. 18, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $212,901 |
Adjustments | 0 |
Goodwill, Ending Balance | $212,901 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets Net - Summary of Intangible Assets, Net of Accumulated Amortization (Detail) (USD $) | 4 Months Ended | |
In Thousands, unless otherwise specified | Apr. 18, 2015 | Dec. 27, 2014 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | $198,100 | $198,100 |
Accumulated Amortization | -17,457 | -13,941 |
Net Carrying Amount | 180,643 | 184,159 |
Weighted Average Amortization Period | 11 years 9 months 18 days | |
Tradename - Indefinite [Member] | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 131,200 | 131,200 |
Net Carrying Amount | 131,200 | 131,200 |
Weighted Average Amortization Period, Indefinite Life | Indefinite life | |
Customer Relationships [Member] | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 29,200 | 29,200 |
Accumulated Amortization | -9,800 | -7,913 |
Net Carrying Amount | 19,400 | 21,287 |
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 | -4,203 | -3,269 |
Net Carrying Amount | 17,397 | 18,331 |
Weighted Average Amortization Period | 9 years | |
Franchise Agreements [Member] | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 13,300 | 13,300 |
Accumulated Amortization | -2,647 | -2,115 |
Net Carrying Amount | 10,653 | 11,185 |
Weighted Average Amortization Period | 14 years | |
Pharmacy Scripts [Member] | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 2,800 | 2,800 |
Accumulated Amortization | -807 | -644 |
Net Carrying Amount | $1,993 | $2,156 |
Weighted Average Amortization Period | 14 years |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets Net - Additional Information (Detail) (USD $) | 4 Months Ended | |
Apr. 18, 2015 | Apr. 19, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $3,500,000 | $4,000,000 |
Contra-expense related to amortization of unfavorable lease rights | 18,606,000 | 17,779,000 |
Unfavorable Lease Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Contra-expense related to amortization of unfavorable lease rights | 100,000 | 100,000 |
Future amortization expense, 2015 (remaining period) | 200,000 | |
Future amortization expense, 2016 | 300,000 | |
Future amortization expense, 2017 | 300,000 | |
Future amortization expense, 2018 | 300,000 | |
Future amortization expense, 2019 | 300,000 | |
Future amortization expense, Thereafter | 800,000 | |
Tradename - Indefinite [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment | $0 | $0 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets Net - Summary of Expected Future Amortization of Intangible Assets (Detail) (USD $) | Apr. 18, 2015 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Future amortization expense, 2015 (remaining period) | $7,882 |
Future amortization expense, 2016 | 8,201 |
Future amortization expense, 2017 | 6,959 |
Future amortization expense, 2018 | 5,920 |
Future amortization expense, 2019 | 4,966 |
Future amortization expense, Thereafter | $15,515 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Apr. 18, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Wages, taxes and benefits | $19,148 | $18,951 |
Interest payable | 18,676 | 2,269 |
Lottery | 12,803 | 10,954 |
Union medical, pension and 401(k) | 9,194 | 8,985 |
Self-insurance reserves | 6,130 | 6,130 |
Property and equipment expenditures | 4,350 | 3,383 |
Gift cards | 3,554 | 8,974 |
Professional and legal fees | 3,332 | 3,170 |
Utilities | 3,085 | 3,383 |
Sales and use tax | 3,013 | 596 |
Repairs and maintenance | 1,848 | 2,212 |
Money orders | 864 | 887 |
Other | 10,925 | 12,216 |
Accrued expenses and other current liabilities, Total | $96,922 | $82,110 |
Capital_Lease_Obligations_Addi
Capital Lease Obligations - Additional Information (Detail) (USD $) | 4 Months Ended | |
Apr. 18, 2015 | Apr. 19, 2014 | |
Leases [Line Items] | ||
Leases expire year | 2035 | |
Leases term | 25 years | |
Proceeds from sale leaseback financing transactions | $12,750,000 | |
Underlying cash payments to remove the related land and obligations | $0 | |
Minimum [Member] | ||
Leases [Line Items] | ||
Capital lease expiration year | 2021 | |
Maximum [Member] | ||
Leases [Line Items] | ||
Capital lease expiration year | 2068 |
Capital_Lease_Obligations_Sche
Capital Lease Obligations - Schedule of Future Minimum Lease Rental Payments for Capital Lease Obligations (Detail) (USD $) | Apr. 18, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Leases [Abstract] | ||
Capital Leases 2015 | $21,709 | |
Capital Leases 2016 | 30,358 | |
Capital Leases 2017 | 27,139 | |
Capital Leases 2018 | 23,361 | |
Capital Leases 2019 | 20,686 | |
Thereafter | 108,445 | |
Total minimum lease payments | 231,698 | |
Less amounts representing interest | -152,853 | |
Present value of net minimum lease payments | 78,845 | |
Less current obligations | -8,877 | -8,653 |
Long-term cash obligations | 69,968 | |
Non-cash obligations | 69,592 | |
Total long-term capital lease obligations | $139,560 | $140,315 |
Debt_Summary_of_Longterm_Debt_
Debt - Summary of Long-term Debt (Detail) (USD $) | Apr. 18, 2015 | Dec. 27, 2014 | Nov. 29, 2013 | 15-May-13 |
In Thousands, unless otherwise specified | ||||
Secured Debt [Abstract] | ||||
Notes | $12,300 | |||
Other loans | 4,566 | 5,213 | ||
Total debt | 643,549 | 666,113 | ||
Total debt | 643,549 | 666,113 | ||
Current portion | -2,010 | -1,983 | ||
Total long-term debt | 641,539 | 664,130 | ||
2017 ABL Facility [Member] | ||||
Secured Debt [Abstract] | ||||
ABL Facility | 30,000 | 52,000 | ||
Holding I [Member] | ||||
Secured Debt [Abstract] | ||||
Notes | 460,000 | 460,000 | ||
Holding II [Member] | ||||
Secured Debt [Abstract] | ||||
Notes | 150,000 | 150,000 | ||
Discount on notes | ($1,017) | ($1,100) | ($1,500) |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 4 Months Ended | 12 Months Ended | ||||
Nov. 29, 2013 | 15-May-13 | Dec. 20, 2012 | Apr. 18, 2015 | Apr. 19, 2014 | Dec. 27, 2014 | Dec. 14, 2012 | |
Debt Instrument [Line Items] | |||||||
Dividend to shareholders | $141,900,000 | $100,000,000 | |||||
Dividend per share paid | $980 | ||||||
Repayments of long-term debt borrowings | 647,000 | 2,621,000 | |||||
Debt instrument interest rate description | LIBOR plus a margin of 300 basis points | ||||||
Loan carrying amount | 12,300,000 | ||||||
Interest rate of term loan | 3.00% | ||||||
2017 ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date of senior notes | 14-Dec-17 | ||||||
Maximum borrowing capacity in ABL Facility | 125,000,000 | ||||||
Unused availability under the ABL Facility | 46,900,000 | ||||||
Line of credit facility, amount outstanding | 30,000,000 | 52,000,000 | |||||
Weighted average interest rate on borrowings under the ABL Facility | 2.02% | 2.24% | |||||
2017 ABL Facility [Member] | Letter of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding | 23,900,000 | 20,700,000 | |||||
2017 ABL Facility [Member] | Prime Rate Plus [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate description | 50 to 100 basis points | ||||||
2017 ABL Facility [Member] | LIBOR Plus [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest rate description | 150 to 200 basis points | ||||||
Maximum [Member] | 2017 ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Increase in capacity upon met specified condition | 50,000,000 | ||||||
Holding II [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured notes issued | 150,000,000 | ||||||
Interest rate, notes | 8.75% | ||||||
Maturity date of senior notes | 15-Jun-18 | ||||||
Proceeds from long-term debt borrowings | 148,500,000 | ||||||
Debt original issue discount | 1,500,000 | 1,017,000 | 1,100,000 | ||||
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. | ||||||
Loan carrying amount | 150,000,000 | 150,000,000 | |||||
Holding II [Member] | Condition One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, notes | 9.50% | ||||||
Holding I [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured notes issued | 460,000,000 | ||||||
Interest rate, notes | 8.88% | ||||||
Maturity date of senior notes | 15-Dec-17 | ||||||
Semi-annual interest payments date | The Holding I Notes mature December 15, 2017 and require semi-annual interest payments on June 15 and December 15. | ||||||
Loan carrying amount | 460,000,000 | 460,000,000 | |||||
Old Senior Secured Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of long-term debt borrowings | $350,000,000 |
Income_Taxes_Summary_of_Income
Income Taxes - Summary of Income Tax (Expense) Benefit (Detail) (USD $) | 4 Months Ended | |
In Thousands, unless otherwise specified | Apr. 18, 2015 | Apr. 19, 2014 |
Income Tax Disclosure [Abstract] | ||
Current | ($2) | ($17) |
Deferred | -540 | 4,153 |
Total income tax (expense) benefit | ($542) | $4,136 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 0 Months Ended | 4 Months Ended | |
In Millions, unless otherwise specified | Jan. 01, 2015 | Apr. 18, 2015 | Apr. 19, 2014 |
Income Taxes [Line Items] | |||
Effective income tax rate without adjustment valuation allowance | 38.70% | 42.00% | |
Effective income tax rate | 35.20% | ||
Expiration dates for operating losses | 1-Jan-26 | ||
United States Federal Tax [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards net | 45.7 | ||
Federal tax credits | 4.6 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards net | 41.9 |
Gain_on_Sale_of_Assets_Additio
Gain on Sale of Assets - Additional Information (Detail) (USD $) | 1 Months Ended | 4 Months Ended |
Jan. 31, 2015 | Apr. 18, 2015 | |
Location | ||
Discontinued Operations and Disposal Groups [Abstract] | ||
Number of locations pharmacy scripts and inventory sold | 27 | |
Proceeds from sale of assets | $14,900,000 | |
Gain on sale of assets | 11,014,000 | |
Carrying value of sold inventory | 3,200,000 | |
Direct selling expenses on sale of assets | $700,000 |
Shareholders_Deficit_Additiona
Shareholders' Deficit - Additional Information (Detail) (USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Jan. 08, 2015 |
Equity [Abstract] | |
Dividends paid | $0.80 |
Common shares repurchased | 1 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 4 Months Ended | 0 Months Ended | 4 Months Ended | 0 Months Ended | |
Sep. 24, 2012 | Apr. 18, 2015 | 27-May-14 | Apr. 19, 2014 | Apr. 18, 2015 | Dec. 27, 2014 | |
Store | Agreement | |||||
Employees | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Payment of withdrawal liability | $1,900,000 | $1,900,000 | ||||
Number of supermarkets acquired | 21 | |||||
Expiration date of supply agreement | 28-Feb-17 | |||||
Number of employed associates | 15,000 | 15,000 | ||||
Percentage of associates engaged in various unions | 83.00% | |||||
Number of collective bargaining agreements | 5 | |||||
Multiemployer Plans, Pension [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Multiemployer pension plan rejected contributions | 1,600,000 | 1,400,000 | ||||
Liability estimate due to withdrawal from fund | 183,700,000 | |||||
Contribution payable period | 240 months | |||||
Monthly installment amount | 641,514 | |||||
Pending Litigation [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Accrued amount related to legal proceedings | 0 | 0 | 0 | |||
Supplemental Supply Agreement [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Agreement expiration date | 23-Sep-22 | |||||
Branded Prescription Drugs [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Minimum purchase requirement | 95.00% | |||||
Generic Pharmaceutical Products [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Minimum purchase requirement | 95.00% | |||||
Accounts Receivable [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Payment of withdrawal liability | 5,800,000 | 5,800,000 | ||||
Accrued Expenses and Other Current Liabilities [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Multiemployer pension plan rejected contributions | $5,800,000 | |||||
Teamster Local 264 [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Percentage of members working in distribution facilities | 4.00% | 4.00% | ||||
Number of collective bargaining agreements | 3 | |||||
Expiration date of collective bargaining agreements | 2019-08 | |||||
Local One Collective Bargaining Arrangement [Member] | Five Collective Bargaining Agreements [Member] | Minimum [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Expiration date of collective bargaining agreements | 2015-10 | |||||
Local One Collective Bargaining Arrangement [Member] | Five Collective Bargaining Agreements [Member] | Maximum [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Expiration date of collective bargaining agreements | 2017-07 | |||||
Non Local Collective Bargaining Arrangement One [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Expiration date of collective bargaining agreements | 2016-04 | |||||
Non Local Collective Bargaining Arrangement Two [Member] | ||||||
Commitments Contingencies And Litigation [Line Items] | ||||||
Expiration date of collective bargaining agreements | 2018-02 |
Guarantor_Financial_Statements2
Guarantor Financial Statements - Condensed Consolidated Balance Sheet (Detail) (USD $) | Apr. 18, 2015 | Dec. 27, 2014 | Apr. 19, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $31,818 | $26,316 | $27,598 | $29,913 |
Accounts receivable, net | 61,292 | 64,130 | ||
Inventory, net | 141,514 | 149,284 | ||
Prepaid expenses and other current assets | 14,521 | 11,172 | ||
Income taxes refundable | 43 | 43 | ||
Current deferred tax assets | 3,456 | 3,456 | ||
Total current assets | 252,644 | 254,401 | ||
Property and equipment, net | 380,091 | 385,889 | ||
Goodwill | 212,901 | 212,901 | ||
Intangible assets, net | 180,643 | 184,159 | ||
Other assets | 13,735 | 15,033 | ||
Total assets | 1,040,014 | 1,052,383 | ||
Current liabilities: | ||||
Accounts payable | 85,667 | 85,985 | ||
Accrued expenses and other current liabilities | 96,922 | 82,110 | ||
Current portion of capital lease obligations | 8,877 | 8,653 | ||
Current portion of long-term debt | 2,010 | 1,983 | ||
Total current liabilities | 193,476 | 178,731 | ||
Capital lease obligations | 139,560 | 140,315 | ||
Long-term debt | 641,539 | 664,130 | ||
Other long-term liabilities | 34,185 | 33,591 | ||
Non-current deferred tax liabilities | 45,923 | 45,383 | ||
Total liabilities | 1,054,683 | 1,062,150 | ||
Total shareholders' (deficit) equity | -14,669 | -9,767 | ||
Total liabilities and shareholders' (deficit) equity | 1,040,014 | 1,052,383 | ||
Consolidation, Eliminations [Member] | ||||
Current assets: | ||||
Intercompany receivables | -42,198 | -51,637 | ||
Total current assets | -42,198 | -51,637 | ||
Other assets | -3,041 | -3,041 | ||
Investment in subsidiaries | -487,878 | -485,383 | ||
Total assets | -533,117 | -540,061 | ||
Current liabilities: | ||||
Intercompany payables | -42,198 | -51,637 | ||
Total current liabilities | -42,198 | -51,637 | ||
Long-term debt | -3,041 | -3,041 | ||
Total liabilities | -45,239 | -54,678 | ||
Total shareholders' (deficit) equity | -487,878 | -485,383 | ||
Total liabilities and shareholders' (deficit) equity | -533,117 | -540,061 | ||
Tops Holding II Corporation [Member] | ||||
Current assets: | ||||
Other assets | 4,723 | 5,115 | ||
Investment in subsidiaries | 134,075 | 134,492 | ||
Total assets | 138,798 | 139,607 | ||
Current liabilities: | ||||
Accrued expenses and other current liabilities | 4,484 | 474 | ||
Total current liabilities | 4,484 | 474 | ||
Long-term debt | 148,983 | 148,900 | ||
Total liabilities | 153,467 | 149,374 | ||
Total shareholders' (deficit) equity | -14,669 | -9,767 | ||
Total liabilities and shareholders' (deficit) equity | 138,798 | 139,607 | ||
Tops Holding LLC [Member] | ||||
Current assets: | ||||
Investment in subsidiaries | 139,775 | 140,192 | ||
Total assets | 139,775 | 140,192 | ||
Current liabilities: | ||||
Intercompany payables | 5,700 | 5,700 | ||
Total current liabilities | 5,700 | 5,700 | ||
Total liabilities | 5,700 | 5,700 | ||
Total shareholders' (deficit) equity | 134,075 | 134,492 | ||
Total liabilities and shareholders' (deficit) equity | 139,775 | 140,192 | ||
Tops Markets, LLC [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 30,965 | 25,497 | 26,773 | 29,051 |
Accounts receivable, net | 47,312 | 52,068 | ||
Intercompany receivables | 36,993 | 44,544 | ||
Inventory, net | 106,037 | 111,468 | ||
Prepaid expenses and other current assets | 11,503 | 7,949 | ||
Income taxes refundable | 43 | 43 | ||
Current deferred tax assets | 3,456 | 3,456 | ||
Total current assets | 236,309 | 245,025 | ||
Property and equipment, net | 318,117 | 322,186 | ||
Goodwill | 47,081 | 47,081 | ||
Intangible assets, net | 134,580 | 137,004 | ||
Other assets | 9,012 | 9,918 | ||
Investment in subsidiaries | 214,028 | 210,699 | ||
Total assets | 959,127 | 971,913 | ||
Current liabilities: | ||||
Accounts payable | 68,277 | 67,826 | ||
Intercompany payables | 5,205 | 7,093 | ||
Accrued expenses and other current liabilities | 73,495 | 59,972 | ||
Current portion of capital lease obligations | 8,752 | 8,532 | ||
Current portion of long-term debt | 1,978 | 1,951 | ||
Total current liabilities | 157,707 | 145,374 | ||
Capital lease obligations | 122,134 | 122,849 | ||
Long-term debt | 495,064 | 517,730 | ||
Other long-term liabilities | 28,581 | 28,259 | ||
Non-current deferred tax liabilities | 15,866 | 17,509 | ||
Total liabilities | 819,352 | 831,721 | ||
Total shareholders' (deficit) equity | 139,775 | 140,192 | ||
Total liabilities and shareholders' (deficit) equity | 959,127 | 971,913 | ||
Guarantor Subsidiaries [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 853 | 819 | 825 | 862 |
Accounts receivable, net | 13,980 | 12,062 | ||
Intercompany receivables | 5,205 | 7,093 | ||
Inventory, net | 35,477 | 37,816 | ||
Prepaid expenses and other current assets | 3,018 | 3,223 | ||
Total current assets | 58,533 | 61,013 | ||
Property and equipment, net | 61,974 | 63,703 | ||
Goodwill | 165,820 | 165,820 | ||
Intangible assets, net | 46,063 | 47,155 | ||
Other assets | 3,041 | 3,041 | ||
Total assets | 335,431 | 340,732 | ||
Current liabilities: | ||||
Accounts payable | 17,390 | 18,159 | ||
Intercompany payables | 31,293 | 38,844 | ||
Accrued expenses and other current liabilities | 18,943 | 21,664 | ||
Current portion of capital lease obligations | 125 | 121 | ||
Current portion of long-term debt | 32 | 32 | ||
Total current liabilities | 67,783 | 78,820 | ||
Capital lease obligations | 17,426 | 17,466 | ||
Long-term debt | 533 | 541 | ||
Other long-term liabilities | 5,604 | 5,332 | ||
Non-current deferred tax liabilities | 30,057 | 27,874 | ||
Total liabilities | 121,403 | 130,033 | ||
Total shareholders' (deficit) equity | 214,028 | 210,699 | ||
Total liabilities and shareholders' (deficit) equity | $335,431 | $340,732 |
Guarantor_Financial_Statements3
Guarantor Financial Statements - Condensed Consolidated Statement of Comprehensive Loss (Detail) (USD $) | 4 Months Ended | |
In Thousands, unless otherwise specified | Apr. 18, 2015 | Apr. 19, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | $722,850 | $756,539 |
Cost of goods sold | -494,125 | -526,635 |
Distribution costs | -14,260 | -15,767 |
Gross profit | 214,465 | 214,137 |
Operating expenses: | ||
Wages, salaries and benefits | -109,456 | -106,958 |
Selling and general expenses | -37,802 | -41,452 |
Administrative expenses | -23,493 | -20,076 |
Rent expense, net | -8,197 | -8,218 |
Depreciation and amortization | -18,606 | -17,779 |
Advertising | -5,835 | -6,339 |
Gain on sale of assets | 11,014 | |
Total operating expenses | -192,375 | -200,822 |
Operating income | 22,090 | 13,315 |
Interest expense, net | -25,743 | -25,077 |
Loss before income taxes | -3,653 | -11,762 |
Income tax benefit (expense) | -542 | 4,136 |
Net (loss) income | -4,195 | -7,626 |
Other comprehensive income | 0 | 0 |
Comprehensive (loss) income | -4,195 | -7,626 |
Tops Holding II Corporation [Member] | ||
Operating expenses: | ||
Interest expense, net | -4,485 | -4,441 |
Equity (loss) income from subsidiaries | 290 | -3,185 |
Loss before income taxes | -4,195 | -7,626 |
Net (loss) income | -4,195 | -7,626 |
Other comprehensive income | 0 | 0 |
Comprehensive (loss) income | -4,195 | -7,626 |
Tops Holding LLC [Member] | ||
Operating expenses: | ||
Equity (loss) income from subsidiaries | 290 | -3,185 |
Loss before income taxes | 290 | -3,185 |
Net (loss) income | 290 | -3,185 |
Other comprehensive income | 0 | 0 |
Comprehensive (loss) income | 290 | -3,185 |
Tops Markets, LLC [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 560,028 | 585,334 |
Cost of goods sold | -385,566 | -412,591 |
Distribution costs | -11,065 | -12,129 |
Gross profit | 163,397 | 160,614 |
Operating expenses: | ||
Wages, salaries and benefits | -82,507 | -79,906 |
Selling and general expenses | -28,299 | -31,450 |
Administrative expenses | -18,266 | -15,193 |
Rent expense, net | -5,433 | -5,368 |
Depreciation and amortization | -15,097 | -14,657 |
Advertising | -4,549 | -4,885 |
Gain on sale of assets | 6,877 | |
Total operating expenses | -147,274 | -151,459 |
Operating income | 16,123 | 9,155 |
Interest expense, net | -20,804 | -20,579 |
Equity (loss) income from subsidiaries | 3,330 | 2,478 |
Loss before income taxes | -1,351 | -8,946 |
Income tax benefit (expense) | 1,641 | 5,761 |
Net (loss) income | 290 | -3,185 |
Other comprehensive income | 0 | 0 |
Comprehensive (loss) income | 290 | -3,185 |
Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 163,201 | 171,581 |
Cost of goods sold | -108,559 | -114,044 |
Distribution costs | -3,195 | -3,638 |
Gross profit | 51,447 | 53,899 |
Operating expenses: | ||
Wages, salaries and benefits | -26,949 | -27,052 |
Selling and general expenses | -9,882 | -10,378 |
Administrative expenses | -5,227 | -4,883 |
Rent expense, net | -2,764 | -2,850 |
Depreciation and amortization | -3,509 | -3,122 |
Advertising | -1,286 | -1,454 |
Gain on sale of assets | 4,137 | |
Total operating expenses | -45,480 | -49,739 |
Operating income | 5,967 | 4,160 |
Interest expense, net | -454 | -57 |
Loss before income taxes | 5,513 | 4,103 |
Income tax benefit (expense) | -2,183 | -1,625 |
Net (loss) income | 3,330 | 2,478 |
Other comprehensive income | 0 | 0 |
Comprehensive (loss) income | 3,330 | 2,478 |
Consolidation, Eliminations [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | -379 | -376 |
Gross profit | -379 | -376 |
Operating expenses: | ||
Selling and general expenses | 379 | 376 |
Total operating expenses | 379 | 376 |
Equity (loss) income from subsidiaries | -3,910 | 3,892 |
Loss before income taxes | -3,910 | 3,892 |
Net (loss) income | -3,910 | 3,892 |
Other comprehensive income | 0 | 0 |
Comprehensive (loss) income | ($3,910) | $3,892 |
Guarantor_Financial_Statements4
Guarantor Financial Statements - Condensed Consolidated Statement of Cash Flows (Detail) (USD $) | 4 Months Ended | |
In Thousands, unless otherwise specified | Apr. 18, 2015 | Apr. 19, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | $30,613 | $7,877 |
Cash flows provided by (used in) investing activities: | ||
Cash paid for property and equipment | -9,934 | -12,300 |
Cash proceeds from sale of assets | 11,255 | |
Net cash provided by (used in) investing activities | 1,321 | -12,300 |
Cash flows (used in) provided by financing activities: | ||
Dividend | -775 | -2,382 |
Purchase of treasury stock | -1 | |
Borrowings on 2017 ABL Facility | 126,500 | 179,700 |
Repayments on 2017 ABL Facility | -148,500 | -182,400 |
Proceeds from sale leaseback financing transactions | 12,750 | |
Principal payments on capital leases | -2,791 | -2,663 |
Repayments of long-term debt borrowings | -647 | -2,621 |
Deferred financing costs paid | -211 | |
Change in bank overdraft position | -218 | -65 |
Net cash (used in) provided by financing activities | -26,432 | 2,108 |
Net decrease in cash and cash equivalents | 5,502 | -2,315 |
Cash and cash equivalents - beginning of period | 26,316 | 29,913 |
Cash and cash equivalents - end of period | 31,818 | 27,598 |
Consolidation, Eliminations [Member] | ||
Cash flows provided by (used in) investing activities: | ||
Change in intercompany receivables position | -9,439 | -22,624 |
Net cash provided by (used in) investing activities | -9,439 | -22,624 |
Cash flows (used in) provided by financing activities: | ||
Capital contributions | -1,552 | -4,764 |
Dividend | 1,552 | 4,764 |
Change in intercompany payables position | 9,439 | 22,624 |
Net cash (used in) provided by financing activities | 9,439 | 22,624 |
Tops Holding II Corporation [Member] | ||
Cash flows (used in) provided by financing activities: | ||
Capital contributions | 776 | 2,382 |
Dividend | -775 | -2,382 |
Purchase of treasury stock | -1 | |
Tops Holding LLC [Member] | ||
Cash flows (used in) provided by financing activities: | ||
Capital contributions | 776 | 2,382 |
Dividend | -776 | -2,382 |
Tops Markets, LLC [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 27,172 | -2,505 |
Cash flows provided by (used in) investing activities: | ||
Cash paid for property and equipment | -8,733 | -11,662 |
Cash proceeds from sale of assets | 7,751 | |
Change in intercompany receivables position | 7,551 | 20,694 |
Net cash provided by (used in) investing activities | 6,569 | 9,032 |
Cash flows (used in) provided by financing activities: | ||
Dividend | -776 | -2,382 |
Borrowings on 2017 ABL Facility | 126,500 | 179,700 |
Repayments on 2017 ABL Facility | -148,500 | -182,400 |
Proceeds from sale leaseback financing transactions | 3,616 | |
Principal payments on capital leases | -2,752 | -2,520 |
Repayments of long-term debt borrowings | -639 | -2,613 |
Deferred financing costs paid | -211 | |
Change in bank overdraft position | -218 | -65 |
Change in intercompany payables position | -1,888 | -1,930 |
Net cash (used in) provided by financing activities | -28,273 | -8,805 |
Net decrease in cash and cash equivalents | 5,468 | -2,278 |
Cash and cash equivalents - beginning of period | 25,497 | 29,051 |
Cash and cash equivalents - end of period | 30,965 | 26,773 |
Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 3,441 | 10,382 |
Cash flows provided by (used in) investing activities: | ||
Cash paid for property and equipment | -1,201 | -638 |
Cash proceeds from sale of assets | 3,504 | |
Change in intercompany receivables position | 1,888 | 1,930 |
Net cash provided by (used in) investing activities | 4,191 | 1,292 |
Cash flows (used in) provided by financing activities: | ||
Proceeds from sale leaseback financing transactions | 9,134 | |
Principal payments on capital leases | -39 | -143 |
Repayments of long-term debt borrowings | -8 | -8 |
Change in intercompany payables position | -7,551 | -20,694 |
Net cash (used in) provided by financing activities | -7,598 | -11,711 |
Net decrease in cash and cash equivalents | 34 | -37 |
Cash and cash equivalents - beginning of period | 819 | 862 |
Cash and cash equivalents - end of period | $853 | $825 |