Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jan. 02, 2016 | Mar. 23, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Jan. 2, 2016 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | TOPS HOLDING II CORP | |
Entity Central Index Key | 1,584,701 | |
Current Fiscal Year End Date | --01-02 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 126,559 | |
Entity Public Float | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 35,557 | $ 26,316 |
Accounts receivable, net | 68,198 | 64,130 |
Inventory, net | 141,223 | 149,284 |
Prepaid expenses and other current assets | 16,857 | 11,172 |
Income taxes refundable | 43 | |
Total current assets | 261,835 | 250,945 |
Property and equipment, net | 369,446 | 385,889 |
Goodwill | 213,096 | 212,901 |
Intangible assets, net | 173,730 | 184,159 |
Other assets | 11,547 | |
Total assets | 1,029,654 | 1,033,894 |
Current liabilities: | ||
Accounts payable | 81,812 | 85,985 |
Accrued expenses and other current liabilities | 96,757 | 82,110 |
Current portion of capital lease obligations | 8,566 | 8,653 |
Current portion of long-term debt | 2,075 | 1,983 |
Total current liabilities | 189,210 | 178,731 |
Capital lease obligations | 143,122 | 140,315 |
Long-term debt, net | 681,372 | 649,097 |
Other long-term liabilities | 44,680 | 33,591 |
Deferred tax liabilities, net | 43,694 | 41,927 |
Total liabilities | $ 1,102,078 | $ 1,043,661 |
Commitments and contingencies | ||
Common stock ($0.001 par value; 300,000 authorized shares, 126,560 shares issued and 126,559 shares outstanding as of January 2, 2016 and 126,560 shares issued and outstanding as of December 27, 2014) | $ 0 | $ 0 |
Treasury stock (at cost; 1 share as of January 2, 2016) | (1) | |
Paid-in capital | 7,974 | 8,454 |
Accumulated deficit | (78,792) | (16,549) |
Accumulated other comprehensive loss, net of tax | (1,605) | (1,672) |
Total shareholders’ deficit | (72,424) | (9,767) |
Total liabilities and shareholders’ deficit | $ 1,029,654 | $ 1,033,894 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 02, 2016 | Dec. 27, 2014 |
Statement Of Financial Position [Abstract] | ||
Common shares, par value | $ 0.001 | $ 0.001 |
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 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Net sales | $ 197,323 | $ 2,471,949 | $ 2,508,315 | |
Cost of goods sold | (139,914) | (1,698,813) | (1,751,793) | |
Distribution costs | (3,334) | (44,847) | (50,005) | |
Gross profit | 54,075 | 728,289 | 706,517 | |
Operating expenses: | ||||
Wages, salaries and benefits | (26,798) | (361,024) | (346,199) | |
Selling and general expenses | (9,335) | (120,651) | (124,925) | |
Administrative expenses (inclusive of share-based compensation expense of $248, $165, $0 and $3,826) | (6,120) | (82,763) | (68,728) | |
Rent expense, net | (2,123) | (27,631) | (25,707) | |
Depreciation and amortization | (4,349) | (63,870) | (58,767) | |
Advertising | (1,972) | (22,781) | (21,437) | |
Gain on sale of assets (Note 9) | 11,014 | |||
Impairment (Note 10) | 0 | (2,214) | 0 | |
Total operating expenses | (50,697) | (669,920) | (645,763) | |
Operating income | 3,378 | 58,369 | 60,754 | |
Loss on debt extinguishment | (34,581) | |||
Other income | 435 | |||
Interest expense, net | (6,445) | (84,053) | (83,379) | |
Loss before income taxes | (3,067) | (60,265) | (22,190) | |
Income tax (expense) benefit | 1,185 | (1,978) | 7,523 | |
Net loss | (1,882) | (62,243) | (14,667) | |
Changes in post retirement benefit obligations (Note 14) | 49 | 67 | (1,721) | |
Comprehensive loss | $ (1,833) | $ (62,176) | $ (16,388) | |
Predecessor [Member] | ||||
Net sales | $ 2,283,516 | |||
Cost of goods sold | (1,589,850) | |||
Distribution costs | (45,583) | |||
Gross profit | 648,083 | |||
Operating expenses: | ||||
Wages, salaries and benefits | (315,036) | |||
Selling and general expenses | (107,424) | |||
Administrative expenses (inclusive of share-based compensation expense of $248, $165, $0 and $3,826) | (91,173) | |||
Rent expense, net | (22,842) | |||
Depreciation and amortization | (51,240) | |||
Advertising | (19,236) | |||
Impairment (Note 10) | (1,620) | |||
Total operating expenses | (608,571) | |||
Operating income | 39,512 | |||
Interest expense, net | (64,458) | |||
Loss before income taxes | (24,946) | |||
Income tax (expense) benefit | (1,633) | |||
Net loss | (26,579) | |||
Changes in post retirement benefit obligations (Note 14) | 590 | |||
Comprehensive loss | $ (25,989) |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Share-based compensation expense included in administrative expenses | $ 0 | $ 248 | $ 165 | |
Predecessor [Member] | ||||
Share-based compensation expense included in administrative expenses | $ 3,826 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] |
Beginning Balance at Dec. 28, 2013 | $ 19,027 | $ 20,860 | $ (1,882) | $ 49 | ||
Beginning Balance, shares at Dec. 28, 2013 | 126,560 | |||||
Dividends to Tops MBO Corporation | (12,571) | (12,571) | ||||
Net loss | (14,667) | (14,667) | ||||
Retirement obligations adjustments | (1,721) | (1,721) | ||||
Share-based compensation | 165 | 165 | ||||
Ending Balance at Dec. 27, 2014 | (9,767) | 8,454 | (16,549) | (1,672) | ||
Ending Balance, shares at Dec. 27, 2014 | 126,560 | |||||
Dividends to Tops MBO Corporation | (775) | (775) | ||||
Net loss | (62,243) | (62,243) | ||||
Retirement obligations adjustments | 67 | 67 | ||||
Share-based compensation | 248 | 248 | ||||
Ending Balance at Jan. 02, 2016 | (72,424) | $ (1) | 7,974 | $ (78,792) | $ (1,605) | |
Ending Balance, shares at Jan. 02, 2016 | 126,560 | |||||
Capital contribution | 47 | $ 47 | ||||
Purchase of treasury stock, value | $ (1) | $ (1) |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Shareholders' (Deficit) Equity (Parenthetical) | Nov. 30, 2013$ / shares |
Predecessor [Member] | |
Dividend to shareholders, Per share | $ 980 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Cash flows provided by (used in) operating activities: | ||||
Net loss | $ (1,882) | $ (62,243) | $ (14,667) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 5,010 | 76,315 | 69,177 | |
Loss on debt extinguishment | 34,581 | |||
Gain on sale of assets | (11,014) | |||
Amortization of deferred financing costs | 561 | 3,155 | 3,982 | |
Impairment | 0 | 2,214 | 0 | |
Deferred income taxes | (1,190) | 1,767 | (7,623) | |
Straight-line rent adjustment | 90 | 1,116 | 1,047 | |
LIFO inventory valuation adjustments | (31) | (218) | 2,692 | |
Share-based compensation expense | 0 | 248 | 165 | |
Other | (6) | 530 | 334 | |
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | 1,723 | (7,894) | 391 | |
Decrease (increase) in inventory, net | 7,646 | 8,785 | (9,680) | |
(Increase) decrease in prepaid expenses and other current assets | 4,150 | (5,685) | 489 | |
Decrease in income taxes refundable | 6 | 43 | 67 | |
Increase in other assets | (7,698) | |||
(Decrease) increase in accounts payable | (1,986) | (5,248) | 6,089 | |
Increase (decrease) in accrued expenses and other current liabilities | (14,751) | 15,506 | (14,611) | |
Increase in other long-term liabilities | 281 | 10,334 | 275 | |
Net cash provided by (used in) operating activities | (379) | 54,594 | 38,127 | |
Cash flows used in investing activities: | ||||
Cash paid for property and equipment | (6,234) | (37,680) | (38,910) | |
Cash proceeds from sale of assets | 11,255 | |||
Acquisition of supermarkets | (3,558) | |||
Net cash used in investing activities | (6,234) | (29,983) | (38,910) | |
Cash flows (used in) provided by financing activities: | ||||
Proceeds from long-term debt borrowings | 560,000 | |||
Repayments of long-term debt borrowings | (1) | (525,280) | (3,787) | |
Debt extinguishment costs paid | (24,265) | |||
Deferred financing costs paid | (378) | (10,743) | (637) | |
Principal payments on capital leases | (642) | (8,766) | (8,651) | |
Dividends to Tops MBO Corporation (Note 12) | (775) | (12,571) | ||
Change in bank overdraft position | 98 | (287) | 196 | |
Capital contribution | 47 | |||
Purchase of treasury stock | (1) | |||
Proceeds from sale leaseback financing transactions | 25,436 | |||
Net cash (used in) provided by financing activities | 11,377 | (15,370) | (2,814) | |
Net increase (decrease) in cash and cash equivalents | 4,764 | 9,241 | (3,597) | |
Cash and cash equivalents–beginning of period | 25,149 | 26,316 | 29,913 | |
Cash and cash equivalents–end of period | 29,913 | $ 25,149 | 35,557 | 26,316 |
2017 ABL Facility [Member] | ||||
Cash flows (used in) provided by financing activities: | ||||
Borrowings on ABL Facility | 62,200 | 588,766 | 459,900 | |
Repayments on ABL Facility | (49,900) | $ (594,066) | $ (462,700) | |
Predecessor [Member] | ||||
Cash flows provided by (used in) operating activities: | ||||
Net loss | (26,579) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 64,975 | |||
Amortization of deferred financing costs | 2,688 | |||
Impairment | 1,620 | |||
Deferred income taxes | 1,596 | |||
Straight-line rent adjustment | 463 | |||
LIFO inventory valuation adjustments | (629) | |||
Share-based compensation expense | 3,826 | |||
Other | (44) | |||
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | (12,759) | |||
Decrease (increase) in inventory, net | (12,498) | |||
(Increase) decrease in prepaid expenses and other current assets | (5,571) | |||
Decrease in income taxes refundable | 121 | |||
(Decrease) increase in accounts payable | 4,438 | |||
Increase (decrease) in accrued expenses and other current liabilities | 38,350 | |||
Increase in other long-term liabilities | 52 | |||
Net cash provided by (used in) operating activities | 60,049 | |||
Cash flows used in investing activities: | ||||
Cash paid for property and equipment | (47,937) | |||
Acquisition of supermarkets | (5,995) | |||
Net cash used in investing activities | (53,932) | |||
Cash flows (used in) provided by financing activities: | ||||
Proceeds from long-term debt borrowings | 148,500 | |||
Repayments of long-term debt borrowings | (279) | |||
Deferred financing costs paid | (9,358) | |||
Principal payments on capital leases | (13,441) | |||
Change in bank overdraft position | (310) | |||
Capital contribution | (50) | |||
Dividend to shareholders | (141,920) | |||
Purchase of shares | (4,259) | |||
Stock option exercises | 227 | |||
Net cash (used in) provided by financing activities | (13,390) | |||
Net increase (decrease) in cash and cash equivalents | (7,273) | |||
Cash and cash equivalents–beginning of period | $ 25,149 | 32,422 | ||
Cash and cash equivalents–end of period | 25,149 | |||
Predecessor [Member] | 2017 ABL Facility [Member] | ||||
Cash flows (used in) provided by financing activities: | ||||
Borrowings on ABL Facility | 346,200 | |||
Repayments on ABL Facility | $ (338,700) |
The Company, Basis of Presentat
The Company, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 02, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [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 January 2, 2016, the Company operated 163 supermarkets, 162 under the Tops banner and one under the Orchard Fresh banner, with an additional five supermarkets operated by franchisees under the Tops banner. Holding II has no business operations other than the ownership of Holding I and as the issuer of the 2018 Notes (see Note 8) and a guarantor of the 2022 Notes (see Note 8). On November 14, 2013, each of the sellers named therein (including Morgan Stanley Global Private Equity (“MSPE”)) (the “Sellers”), Tops MBO Corporation (“Tops MBO Co”) and Holding II signed a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) pursuant to which Tops MBO Co agreed to purchase substantially all of the outstanding common stock of Holding II (together with the transactions contemplated by the Purchase and Sale Agreement, the “Management Purchase”). Tops MBO Co is owned and controlled by members of management. The Management Purchase closed effective December 1, 2013. Prior to the Management Purchase, members of management owned approximately 7% of the outstanding common stock in Holding II, with MSPE and other private funds and individuals owning the remaining common stock. As a result of the Management Purchase, through their ownership of Tops MBO Co and through direct ownership of five shares of Holding II, members of management now beneficially own all of the outstanding equity interest of Holding II. The acquisition was accounted for as a purchase and “push down” accounting was required to be applied, with the result that purchase accounting adjustments were reflected in the Company’s financial statements. The application of “push down” accounting resulted in a new basis of accounting in which the total cost of the Management Purchase was allocated to the assets acquired and liabilities assumed using estimates of fair values based on an allocation of the purchase price. Accordingly, these consolidated financial statements refer to the Company in the period prior to the acquisition as “Predecessor” and in the period subsequent to the acquisition as “Successor.” For more information, see Note 2. Holding II is the reporting entity for the 2018 Notes and 2022 Notes (see Note 8). Tops MBO Co, the parent company of Holding II, is neither a co-issuer nor guarantor of these notes. Accordingly, the 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. Fiscal Year The Company operates on a 52/53 week fiscal year ending on the Saturday closest to December 30. The Company’s fiscal years include 13 four-week reporting periods, with an additional week in the thirteenth reporting period for 53-week fiscal years. The Company’s first quarter of each fiscal year includes four reporting periods, while the remaining quarters include three reporting periods. The period from December 28, 2014 to January 2, 2016 (“Fiscal 2015”) includes 53 weeks. The period from December 29, 2013 to December 27, 2014 (“Fiscal 2014”) includes 52 weeks. The period from December 1, 2013 to December 28, 2013 (“Fiscal 2013 Successor Period”) includes four weeks. The period from December 30, 2012 to November 30, 2013 (“Fiscal 2013 Predecessor Period”) includes 48 weeks. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions have been eliminated. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s 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. Consolidated Statements of Cash Flows Supplemental Disclosures Cash and cash equivalents includes cash equivalents that are highly liquid with original maturities at the date of purchase of 90 days or less. As of January 2, 2016 and December 27, 2014, outstanding checks in excess of cash balances with the same institution totaled $2.1 million and $2.4 million, respectively. These amounts are recorded as a bank overdraft and classified as accounts payable in the consolidated balance sheets and as a financing activity in the consolidated statements of cash flows. The following table presents additional cash flow information for Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) Cash paid during the year for: Interest $ 79,455 $ 78,111 $ 29,908 $ 36,058 Income taxes 8 101 — 17 Non-cash items: Unpaid capital expenditures 3,930 3,383 4,285 4,560 Assets acquired under capital leases 7,508 5,979 787 1,182 Assets acquired under long-term debt arrangements — 5,951 — — Capital lease modification adjustments 4,720 5,654 — — Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company maintains its cash in commercial banks insured by the Federal Deposit Insurance Corporation (“FDIC”), up to $250,000 per depositor. At times, such cash in banks exceeds the FDIC insurance limit. At January 2, 2016, the Company had cash in banks exceeding the FDIC insurance limit by $11.5 million. Accounts Receivable Accounts receivable are carried at net realizable value. Allowances are recorded, if necessary, in an amount considered by management to be sufficient to meet future losses related to the collectability of accounts receivable. The Company evaluates the collectability of its accounts receivable based on the age of the receivable and knowledge of customers’ financial positions. At January 2, 2016 and December 27, 2014, the allowance for doubtful accounts was $0.2 million and $0.3 million, respectively. Fair Value of Financial Instruments The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 January 2, 2016 and December 27, 2014, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands): January 2, 2016 December 27, Carrying value of long-term debt: Current portion of long-term debt $ 2,075 $ 1,983 Long-term debt 681,372 649,097 Total carrying value of long-term debt (Note 8) 683,447 651,080 Fair value of long-term debt 677,450 656,305 (Deficiency) excess of fair value over carrying value $ (5,997 ) $ 5,225 The fair values of the 2017 Notes and 2018 Notes, which are included in long-term debt as of December 27, 2014, and the 2018 Notes and 2022 Notes (see Note 8), which are included in long-term debt as of January 2, 2016, 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. Inventory The Company values inventory at the lower of cost or market using the last-in, first-out (“LIFO”) method. As of January 2, 2016 and December 27, 2014, the LIFO balance sheet reserves were $2.4 million and $2.7 million, respectively. The Company’s inventory balances consist primarily of finished goods. Inventory costs include the purchase price of the product and warehousing and transportation costs and are net of certain cash or non-cash consideration received from vendors (see ‘‘Vendor Allowances’’). Cost is determined using the retail method for inventory. Under the retail method, the valuation of inventory at cost and the resulting gross margins are determined by applying a cost-to-retail ratio for various groupings of similar items to the retail value of inventory. Inherent in the retail inventory method calculations are certain management judgments and estimates which could impact the ending inventory valuation at cost, as well as the resulting gross margins. Physical inventory counts are taken on a cycle basis. The Company records an estimated inventory shrink reserve for the period between each store’s last physical inventory and the latest consolidated balance sheet date. Property and Equipment Property and equipment is stated at historical cost or, if acquired in a business acquisition, at fair value at the acquisition date, less accumulated depreciation and impairments. Cost includes expenditures that are directly attributable to the acquisition of the item, including shipping charges and sales tax. Interest incurred during the construction period is capitalized as part of the related asset. Expenditures for betterments are capitalized, while repairs and maintenance expenditures are expensed as incurred. Depreciation is calculated on a straight-line basis over the shorter of the estimated useful lives of the assets or the remaining lease terms. The estimated useful lives of the principal categories of property and equipment are as follows: Asset Useful Lives Land and land improvements Indefinite Buildings 30 – 40 years Leasehold improvements Lesser of 3 – 20 years or remaining lease term Equipment 2 – 10 years Vehicles 3 – 10 years IT software and equipment 3 – 5 years Long-Lived Assets Long-lived assets held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group, as required by the provisions of ASC 360, “Property, Plant, and Equipment.” Impairment charges are recorded as the excess of the net book value over its fair value, which is calculated using the discounted cash flows associated with that asset or assets. As discussed in Note 10, the Company recorded impairments of $2.2 million and $1.6 million, respectively, within the consolidated statement of comprehensive loss during Fiscal 2015 and the Fiscal 2013 Predecessor Period. There were no impairments recorded during Fiscal 2014 or the Fiscal 2013 Successor Period. Goodwill The Company reviews goodwill for impairment annually on December 1, and also upon the occurrence of trigger events. Generally, fair value is determined using a multiple of earnings, or discounted projected future cash flows, and is compared to the carrying value of the Company for purposes of identifying potential impairment. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. If potential for impairment is identified, the fair value of the Company is measured against the fair value of its underlying assets and liabilities, excluding goodwill, to estimate an implied fair value of the Company’s goodwill. Goodwill impairment is recognized for any excess of the carrying value of the Company’s goodwill over the implied fair value. There was no goodwill impairment recorded during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period or the Fiscal 2013 Predecessor Period. Intangible Assets The Company’s intangible assets include favorable lease rights, tradenames, franchise agreements, customer relationships and pharmacy scripts. The franchise agreements are with two franchisees that collectively own five stores, and the customer relationships represent a source of repeat business for the Company. The fair values of the Company’s franchise agreements, customer relationships and pharmacy scripts were estimated using an excess earnings income approach. The principle behind the excess earnings income approach is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable to that intangible asset. Customer relationships are being amortized on an accelerated basis based upon the level of expected attrition. The fair values of the tradenames were estimated by utilizing the ‘‘relief from royalty’’ method. This method involves determining the present value of the economic royalty savings associated with the tradenames and revenue projections attributed to the tradenames. The Tops tradename is not amortized due to its indefinite life. For intangible assets, the Company amortizes the assets as presented in the table below: Asset Weighted Average Amortization Period Tradename – indefinite Indefinite life Customer relationships 14.0 Favorable lease rights 9.0 Franchise agreements 14.0 Pharmacy scripts 14.0 Deferred Financing Costs The Company records deferred financing costs incurred in connection with entering into its debt obligations. These costs are capitalized and included in long-term debt, net in the Company’s consolidated balance sheets. The deferred financing costs are amortized to interest expense over the terms of associated debt on a straight-line basis or using the effective interest method, as appropriate. The Company capitalized deferred financing costs associated with the 2022 Notes of $10.7 million. Unamortized deferred financing costs of $8.0 million related to the 2017 Notes were written off in connection with the June 2015 financing activities. Additionally, the Company capitalized deferred financing costs of $7.0 million in connection with the Company’s May 2013 financing activities, of which unamortized deferred financing costs of $1.8 million related to the 2018 Notes were written off in connection with the June 2015 financing activities. Leases Classification The Company leases buildings and equipment under operating and capital lease arrangements. In accordance with the provisions of ASC 840, “Leases” (“ASC 840”), the Company classifies its leases as capital leases when the lease agreement transfers substantially all risks and rewards of ownership to the Company. For leases determined to be capital leases, the asset and liability are recognized at an amount equal either to the fair value of the leased asset or the present value of the minimum lease payments during the lease term, whichever is lower. Leases that do not qualify as capital leases are classified as operating leases, and the related lease payments are expensed on a straight-line basis (taking into account rent escalation clauses) over the lease term, including, as applicable, any rent free period during which the Company has the right to use the asset. For leases with renewal options where the renewal is reasonably assured, the lease term is used to (i) determine the appropriate lease classification, (ii) compute periodic rental expense, and (iii) depreciate leasehold improvements (unless their economic lives are shorter) includes the periods of expected renewals. Determining whether a lease is a capital or an operating lease requires judgment on various aspects that include the fair value of the leased asset, the economic life of the leased asset, whether or not to include renewal options in the lease term and determining an appropriate discount rate to calculate the present value of the minimum lease payments. Operating Leases Store lease agreements generally include rent holidays, rent escalation clauses and contingent rent provisions for a percentage of sales in excess of specified levels. Most of the Company’s lease agreements include renewal periods at the Company’s option. The Company recognizes rent holiday periods and scheduled rent increases on a straight-line basis over the lease term beginning with the date the Company takes possession of the leased space for construction and other purposes. The Company records tenant improvement allowances and rent holidays as deferred rent liabilities which are amortized over the related lease terms to rent expense. The Company records rent liabilities for contingent percentage of sales lease provisions when it is probable that the specified levels will be reached during the fiscal year. Lease Financing Obligations Lease financing obligations pertain to real estate sale-leaseback transactions accounted for under the financing method. The assets (land, as appropriate, and building) subject to these obligations remain on the Company’s consolidated balance sheet at their historical costs and such assets (excluding land) continue to be depreciated over their remaining useful lives. The proceeds received by the Company from these transactions are recorded as lease financing obligations and the lease payments are applied as payments of principal and interest. The selection of the interest rate on lease financing obligations is evaluated at inception of the lease based on the Company’s incremental borrowing rate adjusted to the rate required to prevent recognition of a non-cash loss or negative amortization of the obligation through the end of the primary lease term. Lease Incentives For leases classified as operating leases, the Company recognizes rent starting when possession of the property is taken from the landlord, which normally includes a construction period prior to store opening. Payments made to the Company representing incentives to sign a new lease or representing reimbursements for leasehold improvements are deferred and recognized on a straight-line basis over the term of the lease as reductions of rent expense. Such payments received for leases classified as capital leases are recorded as increases to the related capital lease obligations, reducing the portion of future rent payments classified as interest expense. Rental Income For certain properties, the Company subleases either a portion or all of the property. The sublease income of the properties is recognized as rental income. In certain cases, the Company subleases store locations to third parties. Rental income was $2.9 million, $3.1 million, $0.3 million and $3.4 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively, and is recorded as an offset to rent expense in the consolidated statements of comprehensive loss. Asset Retirement Obligations Asset retirement obligations (“AROs”) are legal obligations associated with the retirement of long-lived assets (i.e., gas tank removal and removal of store equipment upon store closure). These liabilities are initially recorded at fair value and the related asset retirement costs are capitalized by increasing the carrying amount of the related assets by the same amount as the liability in accordance with the provisions of ASC 410, “Asset Retirement and Environmental Obligations.” Asset retirement costs are subsequently depreciated over the useful lives of the related assets. Subsequent to initial recognition, the Company records changes in the ARO liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. The Company derecognizes ARO liabilities when the related obligations are settled. The ARO liabilities recognized at January 2, 2016 and December 27, 2014 were $3.6 million and $3.3 million, respectively. Accretion expense attributable to ARO liabilities was $0.3 million, $0.3 million, $0.1 million and $0.3 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively (see Note 15). Guarantees The Company has been party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters. Additionally, the Company guarantees certain other contractual arrangements. Under these agreements, the Company may provide certain routine indemnifications relating to representations and warranties (i.e., ownership of assets and environmental or tax indemnifications). The terms of these indemnifications range in duration and may not be explicitly defined. The Company has applied the provisions of ASC 460, “Guarantees” to its agreements that contain guarantee or indemnification clauses. These provisions require the Company to recognize and disclose certain types of guarantees, even if the likelihood of requiring the Company’s performance is remote (see Notes 14 and 15). Historically, the Company has not been required to make payments related to its agreements that contain guarantee or indemnification clauses. Insurance Programs The Company is insured by a third-party carrier, subject to certain deductibles and self-insured retentions ranging from $0.1 million to $1.0 million. The Company maintains an insurance program covering primarily fleet, general liability inclusive of druggist liability, workers’ compensation, property, environmental and other executive insurance policies. The Company accrues estimated ultimate liabilities for its insurance programs based on known claims and past claims history. As of January 2, 2016 and December 27, 2014, accruals of $6.5 million and $6.1 million, respectively, were included in accrued expenses and other current liabilities, and accruals of $18.1 million and $16.9 million, respectively, were included in other long-term liabilities in the Company’s consolidated balance sheets. Employee Benefits The Company accounts for its participation in a multiemployer pension plan by recognizing as net pension cost the required contributions for the period and recognizing as a liability any contributions due and unpaid (see Note 14). Revenue Recognition The Company generates and recognizes revenue at the point of sale in its stores, net of sales tax collected. Discounts, earned by customers through agreements or by using their bonus or loyalty cards, are recorded by the Company as a reduction of revenue as they are earned by the customer. Franchise revenue consists of net revenue on wholesale sales to franchisees, and income from franchise fees and administrative fees. Franchise revenues were $7.4 million, $7.6 million, $0.5 million and $3.7 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively, and are included in net sales in the consolidated statements of comprehensive loss. For certain products or services, such as the sales of lottery tickets, third-party prepaid phone cards, third-party gift cards, stamps and public transportation tickets, the Company acts as an agent. In accordance with the provisions of ASC 605, “Revenue Recognition” (“ASC 605”), the Company records the amount of the net margin or commission in its net sales. The Company records a deferred revenue liability when it sells gift cards, recording revenue when customers redeem the gift cards. These gift cards do not expire. The Company has completed an analysis of the historical redemption patterns of gift cards. As a result of this analysis, the Company has determined that the likelihood of redemption after two years is remote. Therefore, the Company reduces the liability and recognizes ‘‘breakage’’ income for the unused portion of gift cards after two years. The Company recognized gift card breakage income of $0.3 million, $0.1 million, $0.1 million and $0.3 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. Cost of Goods Sold and Distribution Costs Cost of goods sold and distribution costs include the purchase price of products sold and other costs incurred in bringing inventories to the location and condition ready for sale, including costs of purchasing, warehousing and transportation. In accordance with the provisions of ASC 605, cash consideration received from vendors is recognized as a reduction of cost of goods sold. During Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, depreciation expense of $3.4 million, $3.1 million, $0.1 million and $2.4 million, respectively, is included in distribution costs in the consolidated statements of comprehensive loss. Vendor Allowances The Company receives allowances from many of the vendors whose products the Company buys for resale in its stores. Allowances are received for a variety of merchandising activities, which consist of the inclusion of vendor products in the Company’s advertising, placement of vendor products in prominent locations in the Company’s stores, introduction of new products, exclusivity rights for certain categories of products and temporary price reductions offered to customers on products held for sale. The Company also receives vendor funds associated with buying activities such as volume purchase rebates and rebates for purchases made during specific periods. The Company records a receivable for vendor allowances for which the Company has fulfilled its contractual commitments but has not yet received payment from the vendor. When payment for vendor allowances is received prior to fulfillment of contractual terms or before the programs necessary to earn such allowances are initiated, the Company records such amounts as deferred income or vendor funds received in advance, respectively, which are classified within accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. Once all contractual commitments have been met, the Company records vendor allowances as a reduction of the cost of inventory. Accordingly, when the inventory is sold, the vendor allowances are recognized as a reduction of the cost of goods sold in the consolidated statements of comprehensive loss. Selling and General Expenses Selling and general expenses consist of repairs and maintenance charges, utilities, supplies, real estate taxes, insurance, bank and credit card fees and other general expenses. Depreciation expense included in selling and general expenses in the consolidated statements of comprehensive loss was $0.3 million, $0.3 million, $0.1 million and $0.2 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. Administrative Expenses Administrative expenses consist of charges for services performed by outside vendors, salaries and wages of support office employees, rent and depreciation of support offices and assets, and other administrative expenses. During Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, depreciation expense of $8.7 million, $6.9 million, $0.5 million and $10.5 million, respectively, was included in administrative expenses in the consolidated statements of comprehensive loss. As discussed in further detail in Note 12, following the May 15, 2013 Holding II dividend, the exercise prices of all outstanding stock options were reduced by $380, from $400 to $20 per share. As a result of the acceleration of vesting and exercise price reductions of outstanding stock options, the Company recognized incremental stock-based compensation expense of $3.1 million within administrative expenses in the consolidated statement of comprehensive loss during the Fiscal 2013 Predecessor Period. Additionally, on May 16, 2013, the Company awarded make-whole payments to holders of stock options under the 2007 Stock Incentive Plan in the amount of $600 per stock option, representing the difference between the per share dividend paid to Holding II stockholders and the reduction in the exercise price of the stock options. These payments, totaling $6.8 million, were also recorded within administrative expenses in the consolidated statement of comprehensive loss during the Fiscal 2013 Predecessor Period. In connection with the Management Purchase, the Company incurred $1.0 million and $14.8 million of transaction costs during the Fiscal 2013 Successor and Predecessor Periods, respectively, that have been recorded within administrative expenses in the consolidated statements of comprehensive loss. Advertising Advertising includes newspaper inserts, direct mail and radio commercials, promotional prizes, as well as the expenses of the Company’s advertising department. The Company recognizes advertising expenses as incurred. Income Taxes The operations of Holding I, Tops Markets and Holding II are included in the Tops MBO Co tax return, as Holding I, Tops Markets and Holding II are disregarded entities for income tax purposes. The Company accounts for income taxes using the liability method in accordance with ASC 740, "Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based upon differences between the financial reporting and the tax basis of assets and liabilities, including net operating loss carry forwards, and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax assets or liabilities are expected to be realized or settled. The Company uses the provisions of ASC 740 to assess and record income tax uncertainties. In relation to recording the provision for income taxes, management must estimate the future tax rates applicable to the reversal of temporary differences, make certain assumptions regarding whether book/tax differences are permanent or temporary and if temporary, the related timing of expected reversal. Also, estimates are made as to whether taxable operating income in future periods will be sufficient to fully recognize any gross deferred tax assets. If recovery is not likely, the Company must increase its provision for taxes by recording a valuation allowance against the deferred tax assets that the Company estimates will not ultimately be recoverable. Alternatively, the Company may make estimates about the potential usage of deferred tax assets that decrease its valuation allowances. Tax positions are recognized when they are more likely than not to be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is more likely than not of being realized upon settlement. The Company is subject to periodic audits by the Interna |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Jan. 02, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | 2. BUSINESS ACQUISITIONS Management Purchase On December 1, 2013, the Management Purchase was consummated. 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 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” (“ASC 805”). In addition to the cash consideration of $20.9 million paid to the Sellers, the Company incurred $15.8 million of transaction costs during late Fiscal 2013 in connection with the Management Purchase. Under the acquisition method of accounting, the aggregate purchase price is allocated to the net tangible and intangible assets based upon their estimated fair values on the acquisition date. The Company engaged a third party valuation specialist to assist with the valuation of assets acquired. For purposes of an allocation of the assets acquired and liabilities assumed, the excess of the purchase price over the estimated fair value of net tangible and intangible assets has been assigned to goodwill, which is not tax deductible. The fair value of inventory was determined based upon the Company’s estimated selling prices, less estimated costs to sell, disposition costs and normal profit margin. The fair values of buildings, personal property and site improvements, all of which are included in property and equipment in the succeeding table, were determined using the cost approach. The fair value of land was determined using the market approach. The fair values of intangible assets were primarily determined using the income approach which, for the tradename, is based upon the present value of the economic royalty savings and revenue projections attributed to the tradename. The discount rates applied to the value of intangible assets ranged between 14% and 16%, which were benchmarked with reference to the implied rate of return from the transaction model as well as an estimate of a market participant’s weighted average cost of capital on the capital asset pricing model. The Company had gross deferred tax assets of $50.1 million as of the closing date, of which $24.4 million related to historical net operating losses (“NOLs”). These historical deferred tax assets were offset by deferred tax liabilities of $11.5 million, as well as a valuation allowance of $43.9 million. The Company conducted an analysis to determine the impact of the Management Purchase on its ability to utilize the NOLs. The analysis concluded that the Company incurred a change in ownership within the meaning of Section 382 of the Internal Revenue Code (“IRC Section 382”). In general, IRC Section 382 places annual limitations on the use of certain tax attributes such as NOLs in existence as of the ownership change date. The IRC Section 382 calculation indicates that the change in ownership will not impact the Company’s ability to use certain tax attributes, including NOLs. Goodwill resulting from the Management Purchase is not tax deductible. Acquisition accounting adjustments to the fair value of intangible assets, property and equipment and certain other assets are also not deductible for tax purposes. In accordance with ASC 805, incremental net deferred tax liabilities of $89.4 million related to acquisition accounting adjustments have been established as of the closing date with a corresponding adjustment to goodwill. Due to net deferred tax liabilities recognized in conjunction with definite-lived intangible assets, property and equipment and certain other assets acquired and liabilities assumed, it was determined that it was more likely than not that the Company will be able to utilize deferred tax assets related to future tax deductions, and as such, the Company reversed the valuation allowance of $43.9 million related to acquired deferred tax assets, including NOLs, with a corresponding adjustment to goodwill. The following table summarizes the final allocation of the purchase price to the assets acquired and liabilities assumed as of the transaction date (dollars in thousands): Assets acquired: Cash $ 25,149 Accounts receivable 66,244 Inventory 149,911 Prepaid expenses 14,905 Income taxes refundable 116 Deferred tax assets 1,122 Property and equipment 387,421 Goodwill 212,901 Intangible assets 198,100 Total assets acquired 1,055,869 Liabilities assumed: Accounts payable 81,588 Accrued expenses and other current liabilities 113,544 Other long-term liabilities 31,196 Capital lease obligations 122,099 Long-term debt, net 634,721 Deferred tax liabilities 51,861 Total liabilities assumed 1,035,009 Acquisition price $ 20,860 The factors contributing to the recognition of goodwill were based upon the Company’s determination that several strategic and synergistic benefits are expected to be realized from the Management Purchase. Goodwill represents the purchase price paid in excess of the fair value of the net assets acquired and liabilities assumed at December 1, 2013. The Company adopted ASU No. 2015-03, and reclassified debt issuance costs of $19.5 million from the line “other assets” to the line “long-term debt, net” in the above table. The following table summarizes the Company’s unaudited pro forma operating results for the Fiscal 2013 Predecessor Period, giving effect to the Management Purchase as if it occurred on January 1, 2013 (dollars in thousands): Predecessor Fiscal 2013 (48 weeks) Net sales $ 2,283,516 Operating income 52,033 Net loss (14,058 ) The pro forma information above reflects the exclusion of the $1.0 million of transaction costs incurred by the Company during the Fiscal 2013 Successor Period within the Fiscal 2013 Predecessor Period operating results. This pro forma financial information is not intended to represent or be indicative of what would have occurred if the Management Purchase had taken place prior to the beginning of the period presented and should not be taken as representative of the Company’s future consolidated results of operations. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Jan. 02, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 3. ACCOUNTS RECEIVABLE, NET Accounts receivable, net of allowance for doubtful accounts, consist of the following (dollars in thousands): January 2, December Vendor receivables $ 34,307 $ 36,801 Credit and debit card receivables 15,839 7,633 Pharmacy receivables 5,724 7,168 Other receivables 12,576 12,805 Allowance for doubtful accounts (248 ) (277 ) Total accounts receivable, net $ 68,198 $ 64,130 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jan. 02, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following (dollars in thousands): January 2, 2016 December 27, 2014 Land $ 5,058 $ 5,058 Land improvements 7,192 7,101 Buildings 54,536 54,686 Leasehold improvements 80,407 71,149 Equipment 164,574 140,787 IT software and equipment 32,549 27,145 Total at cost 344,316 305,926 Accumulated depreciation (100,498 ) (47,832 ) 243,818 258,094 Property, equipment and automobiles under capital leases, net of accumulated depreciation 125,628 127,795 Property and equipment, net $ 369,446 $ 385,889 Included in property and equipment are the following assets under capital leases (dollars in thousands): January 2, 2016 December 27, 2014 Land $ 10,662 $ 10,662 Building 125,370 120,634 Equipment 3,091 1,543 Vehicles 7,464 6,726 Total at cost 146,587 139,565 Accumulated depreciation (20,959 ) (11,770 ) Capital lease assets, net $ 125,628 $ 127,795 Depreciation expense was $65.0 million, $57.3 million, $4.0 million and $58.8 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. Depreciation expense includes $12.1 million, $12.6 million, $0.8 million and $15.6 million related to assets under capital leases during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Jan. 02, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 5. GOODWILL AND INTANGIBLE ASSETS, NET The following table summarizes the change in the Company’s goodwill balance during Fiscal 2015 (dollars in thousands): Balance – December 2, 2014 $ 212,901 Acquisition of supermarkets 195 Balance – January 2, 2016 $ 213,096 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 Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period or the Fiscal 2013 Predecessor Period. Intangible assets, net of accumulated amortization, consist of the following (dollars in thousands): Weighted Gross Net Average Carrying Accumulated Carrying Amortization January 2, 2016 Amount Amortization Amount Period Tradename – indefinite $ 131,200 $ — $ 131,200 Indefinite life Customer relationships 29,200 (14,117 ) 15,083 14.0 Favorable lease rights 21,550 (6,328 ) 15,222 9.0 Franchise agreements 13,300 (3,872 ) 9,428 14.0 Pharmacy scripts 3,979 (1,182 ) 2,797 14.0 $ 199,229 $ (25,499 ) $ 173,730 12.5 Gross Net Carrying Accumulated Carrying December 27, 2014 Amount Amortization 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 Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period or the Fiscal 2013 Predecessor Period. Amortization expense related to intangible assets was $11.6 million, $12.9 million, $1.0 million and $7.6 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. Such amortization is included in depreciation and amortization in the consolidated statements of comprehensive loss. Depreciation and amortization in the Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period consolidated statements of comprehensive loss includes $0.3 million, $1.0 million, $0.1 million and $1.4 million, respectively, of contra-expense related to the amortization of unfavorable lease rights, which are classified in other long-term liabilities in the consolidated balance sheets. Expected future amortization of these unfavorable lease rights is contra-expense of $0.3 million in Fiscal 2016, $0.3 million in Fiscal 2017, $0.3 million in Fiscal 2018, $0.3 million in Fiscal 2019, $0.3 million in Fiscal 2020 and $0.5 million thereafter. As of January 2, 2016, expected future amortization of intangible assets is as follows (dollars in thousands): 2016 $ 8,406 2017 7,146 2018 6,039 2019 5,052 2020 4,263 Thereafter 11,624 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Jan. 02, 2016 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (dollars in thousands): January 2, 2016 December Wages, taxes and benefits $ 28,623 $ 18,951 Lottery 13,127 10,954 Gift cards 9,467 8,974 Self-insurance reserves 6,502 6,130 Union medical, pension and 401(k) 5,817 8,985 Professional and legal fees 5,773 3,170 Interest payable 3,177 2,269 Money orders 2,682 887 Property and equipment expenditures 2,525 3,383 Utilities 2,346 3,383 Repairs and maintenance 2,050 2,212 Sales and use tax 1,431 596 Other 13,237 12,216 $ 96,757 $ 82,110 The increase in accrued wages, taxes and benefits as of January 2, 2016 compared with December 27, 2014 is largely due to an increase of $8.7 million in accrued bonus expense |
Leases
Leases | 12 Months Ended |
Jan. 02, 2016 | |
Leases [Abstract] | |
Leases | 7. LEASES The Company has a number of capital leases in effect for store 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 store 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 January 2, 2016, 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): Capital Operating Future Expected Leases Leases Sub-lease Income 2016 $ 31,664 $ 32,570 $ 3,265 2017 29,767 33,083 3,254 2018 26,042 33,844 3,105 2019 23,416 33,996 2,939 2020 20,772 33,684 2,725 Thereafter 113,161 201,238 816 Total minimum lease payments 244,822 $ 368,415 $ 16,104 Less amounts representing interest (160,504 ) Present value of net minimum lease payments 84,318 Less current obligations (8,566 ) Long-term cash obligations 75,752 Non-cash obligations 67,370 Total long-term capital lease obligations $ 143,122 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 nine properties for cash proceeds of $25.4 million during Fiscal 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 2018 to 2079, 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. The Company incurred rental expense related to operating leases associated with its supermarkets of $30.6 million, $28.8 million, $2.4 million and $26.3 million, net of sublease rental income of $2.9 million, $3.1 million, $0.3 million and $3.4 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively, that is included in rent expense in the consolidated statements of comprehensive loss. In addition, the Company incurred rental expense related to equipment recorded in selling and general expenses in the consolidated statements of comprehensive loss of $0.2 million, $0.3 million, $0.1 million and $0.3 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. The Company also incurred rental expense related to equipment and office rent recorded in administrative expenses in the consolidated statements of comprehensive loss of $1.2 million, $1.2 million, $0.1 million and $1.2 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. |
Debt
Debt | 12 Months Ended |
Jan. 02, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 8. DEBT Long-term debt is comprised of the following (dollars in thousands): January 2, 2016 December 2022 Notes $ 560,000 $ — 2018 Notes 86,704 150,000 2017 Notes — 460,000 Discount on 2018 Notes (470 ) (1,100 ) Deferred financing fees (12,716 ) (15,033 ) 2017 ABL Facility 46,700 52,000 Other loans 3,229 5,213 Total debt 683,447 651,080 Current portion (2,075 ) (1,983 ) Total long-term debt $ 681,372 $ 649,097 On June 10, 2015, Holding I and Tops Markets II Corporation (collectively, the “Issuers”) issued $560.0 million in aggregate principal amount of senior secured notes due in 2022, bearing annual interest at a rate of 8.00% (the “2022 Notes”). The proceeds from the 2022 Notes were used to fund a tender offer for, and redeem the balance of, the previously outstanding $460.0 million of senior secured notes issued by Holding I, Tops Markets and Tops Markets II Corporation (the “2017 Notes”) and to fund a partial tender offer for $60.0 million of the $150.0 million outstanding 8.75%/9.50% senior unsecured notes issued by Tops Holding II (the “2018 Notes”), including tender and redemption premiums of $23.0 million and $1.2 million, respectively, which have been recorded within loss on debt extinguishment in the consolidated statement of comprehensive loss during Fiscal 2015. The proceeds were also used to pay accrued and unpaid interest related to the tendered and redeemed 2017 Notes and 2018 Notes and fees and expenses related to the issuance of the 2022 Notes. The 2022 Notes mature on June 15, 2022 and require semi-annual interest payments on June 15 and December 15. The 2022 Notes are redeemable, in whole or in part, at any time on or after June 15, 2018 at specified redemption prices. Prior to June 15, 2018, the Company may redeem the 2022 Notes in whole or in part, at a specified “make-whole” premium. The 2022 Notes are collateralized by (i) first priority security interests, subject to certain exceptions and permitted liens, in the stock held by the Issuers and the guarantor subsidiaries, Tops Markets, 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 2022 Notes, equipment, intellectual property, and substantially all other assets of the Issuers and the Guarantors, other than those assets securing the Company’s asset-based revolving credit facility (the “2017 ABL Facility”) on a first priority basis (collectively, the “2022 Notes Priority Collateral”), and (ii) second priority security interests, subject to certain exceptions and permitted liens, in the assets of Holding II, 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”). The 2022 Notes are guaranteed on a senior secured basis, jointly and severally, by each of the Guarantors and will in the future be guaranteed by certain of Holding I’s future domestic subsidiaries. The 2022 Notes are also guaranteed on a senior unsecured basis by Holding II. On May 15, 2013, Holding II issued $150.0 million of 2018 Notes. As discussed above, on June 10, 2015, Holding II successfully tendered for and repurchased $60.0 million of 2018 Notes. On December 18, 2015, an additional $3.3 million of 2018 Notes were repurchased in an “open market” transaction, resulting in a remaining outstanding principal amount of $86.7 million as of January 2, 2016. If certain conditions are met, Holding II may be entitled to pay interest on the 2018 Notes by increasing the principal of the notes or by issuing new notes as pay-in-kind interest. For Fiscal 2015 and Fiscal 2014 such conditions did not exist. This payment in kind interest would accrue at an annual rate of 9.50%. The $148.5 million of proceeds from the 2018 Notes issuance, net of a $1.5 million original issue discount, were used to pay a $141.9 million dividend to the Holding II shareholders. In connection with the partial tender offer for the 2018 Notes completed on June 10, 2015, $0.4 million of the unamortized discount was written off and recorded within loss on debt extinguishment in the condensed consolidated statement of comprehensive loss during Fiscal 2015. The 2018 Notes mature on June 15, 2018 and require semi-annual interest payments on June 15 and December 15. To the extent permitted by the indenture governing the 2022 Notes and the 2017 ABL Facility (see below), Holding I may make dividend payments to Holding II to fund additional repurchases and the semi-annual interest payments for the 2018 Notes. The 2018 Notes are redeemable, in whole or in part, at specified redemption prices. 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 discussed in Note 1, the Company adopted ASU No. 2015-03 and, as a result, now nets deferred financing costs against long-term debt in the Company’s consolidated balance sheets. This adoption resulted in the reclassification of unamortized deferred financing costs of $15.0 million from the line item “other assets” to the line item “long-term debt, net” in the Company’s December 27, 2014 consolidated balance sheet. Costs associated with the 2022 Notes and the 2018 Notes of $10.7 million and $2.7 million, respectively, were capitalized and are being amortized over the terms of the 2022 Notes and the 2018 Notes, respectively, using the effective interest method. Costs associated with the 2017 ABL Facility of $1.1 million were capitalized and are being amortized on a straight-line basis over the term of the facility. Unamortized deferred financing costs of $8.0 million related to the 2017 Notes and $1.8 million related to the redeemed portion of the 2018 Notes and $0.4 million of the unamortized discount on the 2018 Notes were written off and recorded within loss on debt extinguishment in the consolidated statement of comprehensive loss during Fiscal 2015. Amortization of deferred financing costs is recorded within interest expense in the consolidated statements of comprehensive loss and amounted to $3.2 million, $4.0 million, $0.5 million and $2.7 million in Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. At January 2, 2016, long-term debt, net included deferred financing costs, net of accumulated amortization of $1.8 million, totaling $12.7 million. At December 27, 2014, long-term debt, net included deferred financing costs, net of accumulated amortization of $7.3 million, totaling $15.0 million. As of January 2, 2016, the unused availability under the 2017 ABL Facility was $40.8 million, after giving effect to the borrowing base calculation, $23.8 million of letters of credit outstanding and $46.7 million of 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 January 2, 2016 and December 27, 2014, the weighted average interest rates on borrowings under the 2017 ABL Facility were 3.20% 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 2022 Notes Priority Collateral. The instruments governing the 2022 Notes, 2018 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 restricted payments, including dividends. As of January 2, 2016, the Company was in compliance with its covenants under these agreements. 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. Principal payments required to be made on outstanding debt as of January 2, 2016, excluding capital lease obligations, are as follows (dollars in thousands): 2016 $ 2,075 2017 47,381 2018 86,740 2019 37 2020 39 Thereafter 560,361 Total debt $ 696,633 Interest expense, inclusive of capital lease interest of $23.7 million, was $84.1 million during Fiscal 2015. Interest expense, inclusive of capital lease interest of $22.4 million, was $83.4 million during Fiscal 2014. Interest expense, inclusive of capital lease interest of $1.5 million, was $6.4 million during the Fiscal 2013 Successor Period. Interest expense, inclusive of capital lease interest of $14.7 million, was $64.5 million during the Fiscal 2013 Predecessor Period. |
Gain on Sale of Assets
Gain on Sale of Assets | 12 Months Ended |
Jan. 02, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Gain on Sale of Assets | 9. 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 Fiscal 2015 consolidated statement of comprehensive loss. |
Impairment
Impairment | 12 Months Ended |
Jan. 02, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Impairment | During Fiscal 2015, the Company determined that the expected future cash flows associated with one supermarket location were insufficient to recover that location’s net book value of long-lived assets. As a result, the net book values of property and equipment assets were written down to their estimated fair values, a Level 3 fair value source. A corresponding non-cash impairment of $2.2 million was recognized in the consolidated statement of comprehensive loss. During August 2013, the Company made the determination to abandon the use of software procured for use in its point-of-sale system. Accordingly, the Company wrote off software assets with an aggregate net carrying value of $1.6 million as an impairment in the consolidated statement of comprehensive loss during the Fiscal 2013 Predecessor Period. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES Income tax expense (benefit) for Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period was as follows (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) Current: Federal $ — $ — $ — $ — State 211 100 5 37 Total current $ 211 100 5 37 Deferred: Federal (21,801 ) (8,192 ) (1,055 ) (4,442 ) State (2,677 ) (1,364 ) (135 ) (91 ) Change in valuation allowance 26,245 1,933 — 6,129 Total deferred 1,767 (7,623 ) (1,190 ) 1,596 Total income tax expense (benefit) $ 1,978 $ (7,523 ) $ (1,185 ) $ 1,633 Reconciliations of the statutory federal income tax benefit to the effective tax expense (benefit) for Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period are as follows (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) Statutory federal income tax benefit $ (21,093 ) $ (7,766 ) $ (1,073 ) $ (8,731 ) Valuation allowance 26,245 1,933 — 6,129 State income tax (benefit) expense, net of federal benefit (2,356 ) (1,272 ) (131 ) 259 Stock-based compensation deficiency on exercise — — — 3,062 Non-deductible expenses 193 165 3 1,518 Benefit of federal tax credits (388 ) (270 ) — (264 ) Other (623 ) (313 ) 16 (340 ) $ 1,978 $ (7,523 ) $ (1,185 ) $ 1,633 During May 2013, all outstanding stock options were exercised (see Note 12). As the exercise prices of all stock options equaled the exercise date fair value, no cash expenditures were incurred by the Company. The Company had recognized a deferred tax asset of $3.5 million (including a $0.4 million state portion) related to stock-based compensation recognized by the Company since the stock option grant dates. As the Company did not have a pool of excess tax benefits in equity from prior exercises of stock options, the charge was recorded during the Fiscal 2013 Predecessor Period. The components of deferred income tax assets and liabilities are comprised of the following (dollars in thousands): January 2, 2016 December Inventory and other reserves $ (4,674 ) $ (4,427 ) Prepaid taxes, insurance and service contracts 6,431 6,364 Property and equipment depreciation (11,142 ) (18,003 ) Goodwill and intangible assets (58,148 ) (60,730 ) Accrued compensation 1,271 1,310 Capital leases 11,536 10,738 Federal and state net operating loss carryforwards and federal credits 33,253 22,395 Valuation allowance (28,828 ) (2,609 ) Other 6,607 3,035 $ (43,694 ) $ (41,927 ) The Company has U.S. federal and state net operating losses of $70.9 million and $71.5 million, respectively, which expire beginning in 2029. In addition, the Company has federal tax credits of $5.4 million, which expire beginning in 2027. The Company has performed the required assessment of positive and negative evidence regarding the realization of the net deferred income tax assets in accordance with ASC 740. The Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income and recent financial operations, to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a net deferred income tax asset. Judgment is used in considering the relative impact of negative and positive evidence. In arriving at these judgments, the weight given to the potential effect of negative and positive evidence is commensurate with the extent to which such evidence can be objectively verified. In evaluating the objective evidence provided by historical results, the Company considers the past three years. Based on an assessment of the available positive and negative evidence, including the Company’s historical results, the Company determined that there are uncertainties relating to its ability to utilize the net deferred tax assets excluding deferred tax liabilities attributable to the indefinite-lived tradename, which the Company cannot assume the reversal of under ASC 740. In recognition of these uncertainties, the Company provided a 100% valuation allowance on the net deferred income tax assets during Fiscal 2009. During Fiscal 2015, Fiscal 2014 and the Fiscal 2013 Predecessor Period, the Company established additional valuation allowance of $26.2 million, $1.9 million and $6.1 million, respectively, with offsetting charges to income tax expense (benefit). Additionally, during Fiscal 2014 and the Fiscal 2013 Predecessor Period, the Company established additional valuation allowance of $0.7 million and reduced valuation allowance by $0.2 million, respectively, related to amounts recorded in other comprehensive income (loss). The Company had deferred tax assets of $50.1 million as of the date of the Management Purchase, of which $24.4 million related to historical net operating losses (“NOLs”). These historical deferred tax assets were offset by deferred tax liabilities of $11.5 million as well as a valuation allowance of $43.9 million. The Company conducted an analysis to determine the impact of the Management Purchase on its ability to utilize the NOLs. The analysis concluded that the Company incurred a change in ownership within the meaning of IRC Section 382. In general, IRC Section 382 places annual limitations on the use of certain tax attributes such as NOLs in existence as the ownership change date. The IRC Section 382 calculation indicates that change in ownership will not impact the Company’s ability to use certain tax attributes, including NOLs. Goodwill resulting from the Management Purchase is not tax deductible. Acquisition accounting adjustments to the fair value of intangible assets, property and equipment and certain other assets and liabilities are also not deductible for tax purposes. In accordance with ASC 805, incremental net deferred tax liabilities of $89.4 million related to acquisition accounting adjustments have been established as of the date of the Management Purchase with a corresponding adjustment to goodwill. Due to net deferred tax liabilities recognized in conjunction with definite-lived intangible assets, property and equipment and certain other assets acquired and liabilities assumed, it was determined that it was more likely than not that the Company will be able to utilize deferred tax assets related to future tax deductions, and as such, the Company reversed the valuation allowance of $43.9 million related to acquired deferred tax assets, including NOLs, with a corresponding adjustment to goodwill at the date of the Management Purchase. However, as previously noted, the Company has fully reserved for the net deferred tax assets generated in Fiscal 2015 and Fiscal 2014. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company did not have any unrecognized tax benefits during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, and the Company does not expect significant unrecognized tax benefits over the next twelve months. The Company files U.S. federal income tax returns and income tax returns in various state jurisdictions. The Company’s U.S. federal income tax return for the 2012 tax year and beyond remains subject to examination by the IRS. State returns remain subject to examination for tax years 2008 and beyond depending on each state’s statute of limitations. In September 2013, the IRS issued final regulations affecting costs to acquire, produce, or improve tangible property and re-proposed regulations affecting dispositions of tangible property. The final regulations were effective for taxable years beginning on or after January 1, 2014. The final regulations did not have a material impact on the Company’s consolidated financial statements. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 12 Months Ended |
Jan. 02, 2016 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | 12. SHAREHOLDERS’ (DEFICIT) EQUITY Effective January 24, 2008, the Company adopted the 2007 Stock Incentive Plan (‘‘Stock Plan’’) pursuant to which the Company’s Board of Directors, or a committee appointed by the Board of Directors (‘‘Committee’’), could grant at its discretion non-qualified stock options to directors, employees, consultants or independent contractors of the Company. Under the terms of the stock options, options that had not vested prior to a participant’s termination of employment with the Company were forfeited. Stock options vested over a period of three to five years, and expired ten years from the grant date. The 2007 Stock Plan was terminated in connection with the Management Purchase on December 1, 2013. On May 15, 2013, the Company paid a dividend to its shareholders totaling $141.9 million, or $980 per share of common stock outstanding. Effective May 14, 2013, Holding I’s Board of Directors accelerated the vesting of stock options granted under its 2007 Stock Incentive Plan such that all outstanding and unvested stock options became immediately and fully vested. The 11,340 total outstanding stock options were then contributed by the option holders to Holding II in exchange for options to acquire shares of common stock of Holding II. Following the May 15, 2013 Holding II dividend, the exercise prices of all outstanding stock options were reduced by $380, from $400 to $20 per share. As a result of the acceleration of vesting and exercise price reductions of outstanding stock options, the Company recognized incremental stock-based compensation expense of $3.1 million within administrative expenses in the consolidated statement of comprehensive loss during the Fiscal 2013 Predecessor Period. On May 16, 2013, following the May 15, 2013 dividend, the Company awarded make-whole payments to holders of stock options under the Stock Plan in amounts of $600 per stock option, representing the difference between the per share dividend paid to Holding II stockholders and the reduction in the exercise price of the stock options. These payments, totaling $6.8 million, were recorded within administrative expenses in the consolidated statement of comprehensive loss during the Fiscal 2013 Predecessor Period. Additionally, during May 2013, all outstanding stock options were exercised, which resulted in cash proceeds of $0.2 million. On March 31, 2014 and June 30, 2014, the Company paid dividends of $2.4 million and $2.3 million, respectively, to Tops MBO Co to fund the quarterly principal and interest payments under the MBO Co Loan. On September 25, 2014, the Company paid a dividend of $7.9 million to Tops MBO Co to fund the repayment of the remaining principal balance and accrued and unpaid interest on the MBO Co Loan. Compensation expense recognized in connection with the Stock Plan amounted to $3.8 million during the Fiscal 2013 Predecessor Period, and is included in administrative expenses in the consolidated statements of comprehensive loss. The Company determined the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The determination of fair value using the Black-Scholes option pricing model required a number of complex and subjective variables. Key assumptions in the Black-Scholes option pricing model included the value of the common stock, the expected life, expected volatility of the stock, the risk-free interest rate, and estimated forfeitures. The estimated life was equal to the award’s expected term which was estimated using the simplified method. Expected stock price volatility was based on the expected volatility of a peer group that had actively traded stock during the period immediately preceding the share-based award grant. The risk-free rate of interest was based on the zero coupon U.S. Treasury rates appropriate for the expected term of the award. Estimated forfeitures were based on historical data, as well as management’s expectations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 02, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. RELATED PARTY TRANSACTIONS The Company was a party to a Transaction and Monitoring Fee Agreement with MSPE and Graycliff Partners LP (“Graycliff”). This agreement was terminated upon the consummation of the Management Purchase. In consideration of services provided, the Company paid an annual monitoring fee of $0.8 million to MSPE and $0.2 million to Graycliff, on a quarterly basis. Following the Management Purchase, MSPE and Graycliff are no longer related parties. Monitoring fees of $1.0 million were paid during the Fiscal 2013 Predecessor Period. These fees are included in administrative expenses in the consolidated statements of comprehensive loss. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Jan. 02, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | 14. RETIREMENT PLANS Defined Benefit Plans Certain former members of management of Tops Markets receive benefits under a nonqualified, unfunded supplemental executive retirement plan (“SERP”). In addition, the Company maintains post-employment benefit plans providing life insurance, disability and medical benefits for certain former employees, which are included in other post-retirement plans. The components of net pension cost related to the SERP and other post-retirement plans are as follows (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) SERP: Interest cost $ 166 $ 159 $ 11 $ 126 Net pension cost $ 166 $ 159 $ 11 $ 126 Other Post-Retirement Plans: Interest cost $ 140 $ 151 $ 11 $ 127 Service cost 1 1 — 2 Net pension cost $ 141 $ 152 $ 11 $ 129 Estimated future benefit payments related to the SERP and other post-retirement plans are as follows (dollars in thousands): Other Post-Retirement SERP Plans 2016 $ 647 $ 181 2017 613 222 2018 578 224 2019 540 225 2020 500 225 Subsequent five years 1,874 1,076 As these plans are unfunded, estimated contributions are expected to equal estimated benefit payments. The changes in benefit obligation related to the SERP and other post-retirement plans are as follows (dollars in thousands): Other Post- SERP Retirement Benefit obligation – December 28, 2013 $ 4,769 $ 3,551 Interest cost 159 151 Service cost — 1 Actuarial loss 1,367 562 Total disbursements (656 ) (339 ) Benefit obligation – December 27, 2014 5,639 3,926 Interest cost 166 140 Service cost — 1 Actuarial loss 40 232 Total disbursements (664 ) (450 ) Benefit obligation – January 2, 2016 $ 5,181 $ 3,849 The following table reflects the changes in accumulated other comprehensive (loss) income for Fiscal 2015 and Fiscal 2014: Fiscal 2015 Fiscal 2014 (53 weeks) (52 weeks) SERP: Net actuarial loss $ (40 ) $ (1,367 ) Amortization of net gain 253 147 Total recognized in other comprehensive income (loss) $ 213 $ (1,220 ) Other Post-Retirement Plans: Net actuarial loss (232 ) $ (561 ) Amortization of net gain 86 60 Total recognized in other comprehensive loss $ (146 ) $ (501 ) The net actuarial losses for Fiscal 2014 are attributable to decreases in the discount rates used to determine the benefit obligations, as well as the use of updated ‘RP-2014’ mortality tables. The benefit plans have no plan assets and have unfunded status equal to their benefit obligations, which have been classified in the consolidated balance sheets as follows (dollars in thousands): SERP Other Post-Retirement Plans January 2, 2016 December 27, 2014 January 2, 2016 December 27, 2014 Accrued expenses and other current liabilities $ 647 $ 649 $ 181 $ 432 Other long-term liabilities 4,534 4,990 3,668 3,494 Total liability $ 5,181 $ 5,639 $ 3,849 $ 3,926 Discount rate assumptions used to determine benefit obligations are as follows: SERP Other Post-Retirement Plans January 2, 2016 December 27, 2014 January 2, 2016 December 27, 2014 3.39% 3.14% 4.12% 3.79% Discount rate assumptions used to determine net pension cost are as follows: Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) SERP 3.14% 3.56% 2.80% 2.80% Other post-retirement plans 3.79% 4.59% 3.40% 3.40% The measurement date for the SERP and other post-retirement plans was December 31, 2015. For guidance in determining the discount rate, the Company calculates the implied rate of return by matching the cash flows from the plans to yield curves of returns available on high-quality corporate bonds at the measurement date. The discount rate assumptions are reviewed annually and revised as deemed appropriate. After the purchase of Tops Markets by Holding I in December 2007, the Company ceased participation in the SERP and other post-retirement plans. Assumed health care cost trend rates used in the calculation of benefit obligations related to the medical benefits portion of other post-retirement plans are as follows: January 2, 2016 December 27, 2014 Initial health care cost trend rate 5.00 % 5.50 % Ultimate health care cost trend rate 5.00 % 5.00 % Year to reach ultimate trend rate 2016 2016 Other Benefit Plans The Company maintains a defined contribution 401(k) plan that provides that under certain circumstances the Company will make matching contributions of up to 100% of the first 3%, and 50% of the next 2%, of a participant’s eligible contributions. The Company incurred $2.8 million, $3.1 million, $0.2 million and $2.6 million of expense related to this 401(k) plan during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. Multiemployer Pension Plans The Company contributes to pension plans for our supermarket employees represented by United Food and Commercial Workers, District Union Local One and for the Company’s warehouse and transportation employees represented by Teamsters Local 264. These plans generally provide retirement benefits to participants based on their years of service to contributing employers. The retirement benefits provided by these plans are generally not negotiated by participating employers. During Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, the Company made contributions of $12.6 million, $10.6 million, $0.8 million and $9.2 million, respectively, to the United Food and Commercial Workers, District Local One plan. During Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, the Company made contributions of $5.2 million, $4.5 million, $0.1 million and $0.1 million, respectively, to the Teamster Local 264 plan, which the Fund returned. The risks of participating in a multiemployer pension plan are different from a single-employer pension plan in the following respects: a) Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; b) If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and c) If the Company stops participating in the multiemployer pension plan, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. Pension FIP/RP Expiration Dates Protection Tops 5% of Total Status of Collective EIN/Plan Act Zone Status Contributions Pending / Surcharge Bargaining Pension Fund Number 2015 2014 2015 2014 Implemented Imposed Agreements UFCW Local One Pension Fund 16-6144007 / 001 Red Red Yes Yes Implemented No April 1, 2017 – October 6 2018 New York State Teamsters Conference Pension and Retirement Fund 16-6063585 / 074 Red Red No No Implemented No August 10, 2019 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 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 Annual Report on Form 10-K, Erie Logistics has elected to continue to make contributions to the Fund in accordance with the terms set forth in the collective bargaining agreements with Teamsters Local 264. The Fund has rejected and returned these contributions. During Fiscal 2015 and Fiscal 2014, these rejected contributions totaled $4.8 million and $4.2 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, 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. During Fiscal 2015 and Fiscal 2014, the monthly conditional payments of withdrawal liability totaled $7.7 million and $3.8 million, respectively. These monthly conditional payments are in addition to pension contributions the Company has elected 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 $11.5 million as of January 2, 2016, have been recorded in other assets, while the aggregate rejected contributions that we have elected to make, totaling $9.0 million as of January 2, 2016, have been recorded in other long-term liabilities and cash within our 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 02, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES 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 agreement with C&S whereby the Company resumed warehousing and transportation functions for the WNY warehouses, while C&S continues to provide procurement and purchasing services in support of the majority of the Company’s supply chain. This modified agreement sets out the parties' respective responsibilities for the procurement and purchase of merchandise intended for use or resale in a majority of the Company’s supermarkets. In consideration for the services it provides under this agreement, C&S is paid a fee based on all merchandise purchased by the Company from C&S through the WNY warehouses with C&S also having incentive income opportunities under the agreement. As of April 1, 2015, the Company and C&S agreed in principal to amend certain operating terms of this agreement and extend the term through April 1, 2020. On September 24, 2012, the Company entered into a separate agreement with C&S to provide warehousing, transportation, procurement and purchasing 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 March 1, 2016, the Company extended its existing IT outsourcing agreement with HP Enterprise Services, LLC (“HP”) through February 29, 2024 to provide a wide range of information systems services. Under this 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. Asset Retirement Obligations The changes in the Asset Retirement Obligations are as follows (dollars in thousands): Balance – December 28, 2013 $ 2,855 Obligations of acquired/new supermarkets 137 Accretion of liability 264 Balance – December 27, 2014 3,256 Obligations of acquired/new supermarkets 23 Accretion of liability 303 Balance – January 2, 2016 $ 3,582 Environmental Liabilities The Company is contingently liable for potential environmental issues related to some of its properties. As the Company is unaware of environmental issues that are expected to materially impact the Company’s consolidated financial statements as a whole, no amounts were accrued as of January 2, 2016 or December 27, 2014. Collective Bargaining Agreements The Company employs approximately 14,800 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 5% of these associates are members of Teamsters Local 264, who work in our WNY 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 April 2017 and October 2018. 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 any legal proceedings that are expected to materially impact the Company’s consolidated financial statements as a whole. No amounts related to contingent liabilities due to legal proceedings were accrued as of January 2, 2016 or December 27, 2014. |
Quarterly Data (Unaudited)
Quarterly Data (Unaudited) | 12 Months Ended |
Jan. 02, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data (Unaudited) | 16. QUARTERLY DATA (UNAUDITED) The table below reflects the unaudited results of operations for Fiscal 2015 and Fiscal 2014 (Dollars in thousands). 16-week 12-week 12-week 13-week period ended period ended period ended period ended Fiscal 2015 April 18, 2015 July 11, 2015 October 3, 2015 January 2, 2016 Net sales $ 722,850 $ 585,911 $ 560,744 $ 602,444 Gross profit 214,465 170,089 165,424 178,311 Operating income (1) 22,090 16,467 13,857 5,955 Income tax expense (542 ) (400 ) (400 ) (636 ) Net loss (2) (4,195 ) (37,478 ) (5,162 ) (15,408 ) 16-week 12-week 12-week 12-week period ended period ended period ended period ended Fiscal 2014 April 19, 2014 July 12, 2014 October December 27, 2014 Net sales $ 756,539 $ 596,200 $ 580,741 $ 574,835 Gross profit 214,137 167,154 165,033 160,193 Operating income 13,315 18,824 16,397 12,218 Income tax benefit (expense) 4,136 (470 ) 795 3,062 Net loss (7,626 ) (967 ) (1,433 ) (4,641 ) (1) The operating income for the 16-week period ended April 18, 2015 includes an $11.0 million gain on sale of assets related to the January 2015 sale of pharmacy scripts. See Note 9 for further discussion. (2) The net loss for the 12-week period ended July 11, 2015 includes a $34.5 million loss on debt extinguishment related to the June 2015 financing activities. See Note 8 for further discussion. |
Condensed Financial Information
Condensed Financial Information of Tops Holding II Corporation (Parent Company Only) | 12 Months Ended |
Jan. 02, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Financial Information of Tops Holding II Corporation (Parent Company Only) | Schedule I TOPS HOLDING II CORPORATION CONDENSED FINANCIAL INFORMATION OF TOPS HOLDING II CORPORATION (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS (Dollars in thousands) January 2, 2016 December 27, 2014 Assets Investment in subsidiary $ 12,021 $ 134,492 Total assets $ 12,021 $ 134,492 Liabilities and Shareholders’ Deficit Current liabilities: Accrued expenses and other current liabilities $ 400 $ 474 Total current liabilities 400 474 Long-term debt 84,045 143,785 Total liabilities 84,445 144,259 Total shareholders’ deficit (72,424 ) (9,767 ) Total liabilities and shareholders’ deficit $ 12,021 $ 134,492 Schedule I TOPS HOLDING II CORPORATION CONDENSED FINANCIAL INFORMATION OF TOPS HOLDING II CORPORATION (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (Dollars in thousands) Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) Equity loss from subsidiary $ (47,098 ) $ (131 ) $ (806 ) $ (7,760 ) Operating expenses Administrative expenses — — — (10,893 ) Total operating expenses — — — (10,893 ) Loss on debt extinguishment (3,540 ) — — — Interest expense, net (11,605 ) (14,536 ) (1,076 ) (7,926 ) Loss before income taxes (62,243 ) (14,667 ) (1,882 ) (26,579 ) Net loss (62,243 ) (14,667 ) (1,882 ) (26,579 ) Change in postretirement benefit obligation 67 (1,721 ) 49 590 Comprehensive loss $ (62,176 ) $ (16,388 ) $ (1,833 ) $ (25,989 ) Schedule I TOPS HOLDING II CORPORATION CONDENSED FINANCIAL INFORMATION OF TOPS HOLDING II CORPORATION (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands) Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) Net cash used in operating activities $ (10,397 ) $ (13,126 ) $ (10,204 ) $ — Cash flows provided by financing activities: Capital contributions 75,727 25,697 7,656 50 Repayments of long-term debt borrowings (63,296 ) — — — Debt extinguishment costs incurred (1,258 ) Dividend (775 ) (12,571 ) — (141,920 ) Purchase of treasury stock (1 ) — — — Proceeds from long-term debt borrowings — — — 148,500 Purchase of shares — — — (4,259 ) Stock option exercises — — — 227 Contribution to Tops MBO Corporation — — — (50 ) Net cash provided by financing activities 10,397 13,126 7,656 2,548 Net change in cash and cash equivalents — — (2,548 ) 2,548 Cash and cash equivalents-beginning of period — — 2,548 — Cash and cash equivalents-end of period $ — $ — $ — $ 2,548 |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Jan. 02, 2016 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Schedule II TOPS HOLDING II CORPORATION VALUATION AND QUALIFYING ACCOUNTS (Dollars in thousands) Additions Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions Period Fiscal 2013 Predecessor Period Self-insurance reserves $ 20,184 $ 7,000 $ (4,689 ) $ 22,495 LIFO inventory valuation reserve 11,064 (630 ) — 10,434 Valuation allowance for deferred income tax assets 38,033 5,896 (1) — 43,929 Fiscal 2013 Successor Period Self-insurance reserves 22,495 724 (546 ) 22,673 LIFO inventory valuation reserve — (2) — (31 ) (31 ) Valuation allowance for deferred income tax assets — (3) — — — Fiscal 2014 Self-insurance reserves 22,673 5,510 (5,135 ) 23,048 LIFO inventory valuation reserve (31 ) 2,692 — 2,661 Valuation allowance for deferred income tax assets — 2,608 (4) — 2,608 Fiscal 2015 Self-insurance reserves 23,048 8,984 (7,424 ) 24,608 LIFO inventory valuation reserve 2,661 (218 ) — 2,443 Valuation allowance for deferred income tax assets 2,608 26,221 — 28,829 (1) Amount includes a reduction of valuation allowance of $0.2 million related to amounts recorded in other comprehensive loss. (2) In connection with acquisition accounting for the Management Purchase, the LIFO inventory valuation reserve was eliminated. See Note 2 to our audited consolidated financial statements included in Item 8 of this 10-K. (3) As a result of incremental deferred tax liabilities established in connection with acquisition accounting for the Management Purchase, the valuation allowance for deferred income tax assets was fully reversed. See Notes 2 and 11 to our audited consolidated financial statements included in Item 8 of this 10-K. (4) Amount includes valuation allowance of $0.7 million related to amounts recorded in other comprehensive loss. |
The Company, Basis of Present27
The Company, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 02, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Fiscal Year | Fiscal Year The Company operates on a 52/53 week fiscal year ending on the Saturday closest to December 30. The Company’s fiscal years include 13 four-week reporting periods, with an additional week in the thirteenth reporting period for 53-week fiscal years. The Company’s first quarter of each fiscal year includes four reporting periods, while the remaining quarters include three reporting periods. The period from December 28, 2014 to January 2, 2016 (“Fiscal 2015”) includes 53 weeks. The period from December 29, 2013 to December 27, 2014 (“Fiscal 2014”) includes 52 weeks. The period from December 1, 2013 to December 28, 2013 (“Fiscal 2013 Successor Period”) includes four weeks. The period from December 30, 2012 to November 30, 2013 (“Fiscal 2013 Predecessor Period”) includes 48 weeks. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s 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. |
Consolidated Statements of Cash Flows Supplemental Disclosures | Consolidated Statements of Cash Flows Supplemental Disclosures Cash and cash equivalents includes cash equivalents that are highly liquid with original maturities at the date of purchase of 90 days or less. As of January 2, 2016 and December 27, 2014, outstanding checks in excess of cash balances with the same institution totaled $2.1 million and $2.4 million, respectively. These amounts are recorded as a bank overdraft and classified as accounts payable in the consolidated balance sheets and as a financing activity in the consolidated statements of cash flows. The following table presents additional cash flow information for Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) Cash paid during the year for: Interest $ 79,455 $ 78,111 $ 29,908 $ 36,058 Income taxes 8 101 — 17 Non-cash items: Unpaid capital expenditures 3,930 3,383 4,285 4,560 Assets acquired under capital leases 7,508 5,979 787 1,182 Assets acquired under long-term debt arrangements — 5,951 — — Capital lease modification adjustments 4,720 5,654 — — |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company maintains its cash in commercial banks insured by the Federal Deposit Insurance Corporation (“FDIC”), up to $250,000 per depositor. At times, such cash in banks exceeds the FDIC insurance limit. At January 2, 2016, the Company had cash in banks exceeding the FDIC insurance limit by $11.5 million. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at net realizable value. Allowances are recorded, if necessary, in an amount considered by management to be sufficient to meet future losses related to the collectability of accounts receivable. The Company evaluates the collectability of its accounts receivable based on the age of the receivable and knowledge of customers’ financial positions. At January 2, 2016 and December 27, 2014, the allowance for doubtful accounts was $0.2 million and $0.3 million, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 January 2, 2016 and December 27, 2014, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands): January 2, 2016 December 27, Carrying value of long-term debt: Current portion of long-term debt $ 2,075 $ 1,983 Long-term debt 681,372 649,097 Total carrying value of long-term debt (Note 8) 683,447 651,080 Fair value of long-term debt 677,450 656,305 (Deficiency) excess of fair value over carrying value $ (5,997 ) $ 5,225 The fair values of the 2017 Notes and 2018 Notes, which are included in long-term debt as of December 27, 2014, and the 2018 Notes and 2022 Notes (see Note 8), which are included in long-term debt as of January 2, 2016, 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. |
Inventory | Inventory The Company values inventory at the lower of cost or market using the last-in, first-out (“LIFO”) method. As of January 2, 2016 and December 27, 2014, the LIFO balance sheet reserves were $2.4 million and $2.7 million, respectively. The Company’s inventory balances consist primarily of finished goods. Inventory costs include the purchase price of the product and warehousing and transportation costs and are net of certain cash or non-cash consideration received from vendors (see ‘‘Vendor Allowances’’). Cost is determined using the retail method for inventory. Under the retail method, the valuation of inventory at cost and the resulting gross margins are determined by applying a cost-to-retail ratio for various groupings of similar items to the retail value of inventory. Inherent in the retail inventory method calculations are certain management judgments and estimates which could impact the ending inventory valuation at cost, as well as the resulting gross margins. Physical inventory counts are taken on a cycle basis. The Company records an estimated inventory shrink reserve for the period between each store’s last physical inventory and the latest consolidated balance sheet date. |
Property and Equipment | Property and Equipment Property and equipment is stated at historical cost or, if acquired in a business acquisition, at fair value at the acquisition date, less accumulated depreciation and impairments. Cost includes expenditures that are directly attributable to the acquisition of the item, including shipping charges and sales tax. Interest incurred during the construction period is capitalized as part of the related asset. Expenditures for betterments are capitalized, while repairs and maintenance expenditures are expensed as incurred. Depreciation is calculated on a straight-line basis over the shorter of the estimated useful lives of the assets or the remaining lease terms. The estimated useful lives of the principal categories of property and equipment are as follows: Asset Useful Lives Land and land improvements Indefinite Buildings 30 – 40 years Leasehold improvements Lesser of 3 – 20 years or remaining lease term Equipment 2 – 10 years Vehicles 3 – 10 years IT software and equipment 3 – 5 years |
Long-Lived Assets | Long-Lived Assets Long-lived assets held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group, as required by the provisions of ASC 360, “Property, Plant, and Equipment.” Impairment charges are recorded as the excess of the net book value over its fair value, which is calculated using the discounted cash flows associated with that asset or assets. As discussed in Note 10, the Company recorded impairments of $2.2 million and $1.6 million, respectively, within the consolidated statement of comprehensive loss during Fiscal 2015 and the Fiscal 2013 Predecessor Period. There were no impairments recorded during Fiscal 2014 or the Fiscal 2013 Successor Period. |
Goodwill | Goodwill The Company reviews goodwill for impairment annually on December 1, and also upon the occurrence of trigger events. Generally, fair value is determined using a multiple of earnings, or discounted projected future cash flows, and is compared to the carrying value of the Company for purposes of identifying potential impairment. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. If potential for impairment is identified, the fair value of the Company is measured against the fair value of its underlying assets and liabilities, excluding goodwill, to estimate an implied fair value of the Company’s goodwill. Goodwill impairment is recognized for any excess of the carrying value of the Company’s goodwill over the implied fair value. There was no goodwill impairment recorded during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period or the Fiscal 2013 Predecessor Period. |
Intangible Assets | Intangible Assets The Company’s intangible assets include favorable lease rights, tradenames, franchise agreements, customer relationships and pharmacy scripts. The franchise agreements are with two franchisees that collectively own five stores, and the customer relationships represent a source of repeat business for the Company. The fair values of the Company’s franchise agreements, customer relationships and pharmacy scripts were estimated using an excess earnings income approach. The principle behind the excess earnings income approach is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable to that intangible asset. Customer relationships are being amortized on an accelerated basis based upon the level of expected attrition. The fair values of the tradenames were estimated by utilizing the ‘‘relief from royalty’’ method. This method involves determining the present value of the economic royalty savings associated with the tradenames and revenue projections attributed to the tradenames. The Tops tradename is not amortized due to its indefinite life. For intangible assets, the Company amortizes the assets as presented in the table below: Asset Weighted Average Amortization Period Tradename – indefinite Indefinite life Customer relationships 14.0 Favorable lease rights 9.0 Franchise agreements 14.0 Pharmacy scripts 14.0 |
Deferred Financing Costs | Deferred Financing Costs The Company records deferred financing costs incurred in connection with entering into its debt obligations. These costs are capitalized and included in long-term debt, net in the Company’s consolidated balance sheets. The deferred financing costs are amortized to interest expense over the terms of associated debt on a straight-line basis or using the effective interest method, as appropriate. The Company capitalized deferred financing costs associated with the 2022 Notes of $10.7 million. Unamortized deferred financing costs of $8.0 million related to the 2017 Notes were written off in connection with the June 2015 financing activities. Additionally, the Company capitalized deferred financing costs of $7.0 million in connection with the Company’s May 2013 financing activities, of which unamortized deferred financing costs of $1.8 million related to the 2018 Notes were written off in connection with the June 2015 financing activities. |
Leases | Leases Classification The Company leases buildings and equipment under operating and capital lease arrangements. In accordance with the provisions of ASC 840, “Leases” (“ASC 840”), the Company classifies its leases as capital leases when the lease agreement transfers substantially all risks and rewards of ownership to the Company. For leases determined to be capital leases, the asset and liability are recognized at an amount equal either to the fair value of the leased asset or the present value of the minimum lease payments during the lease term, whichever is lower. Leases that do not qualify as capital leases are classified as operating leases, and the related lease payments are expensed on a straight-line basis (taking into account rent escalation clauses) over the lease term, including, as applicable, any rent free period during which the Company has the right to use the asset. For leases with renewal options where the renewal is reasonably assured, the lease term is used to (i) determine the appropriate lease classification, (ii) compute periodic rental expense, and (iii) depreciate leasehold improvements (unless their economic lives are shorter) includes the periods of expected renewals. Determining whether a lease is a capital or an operating lease requires judgment on various aspects that include the fair value of the leased asset, the economic life of the leased asset, whether or not to include renewal options in the lease term and determining an appropriate discount rate to calculate the present value of the minimum lease payments. Operating Leases Store lease agreements generally include rent holidays, rent escalation clauses and contingent rent provisions for a percentage of sales in excess of specified levels. Most of the Company’s lease agreements include renewal periods at the Company’s option. The Company recognizes rent holiday periods and scheduled rent increases on a straight-line basis over the lease term beginning with the date the Company takes possession of the leased space for construction and other purposes. The Company records tenant improvement allowances and rent holidays as deferred rent liabilities which are amortized over the related lease terms to rent expense. The Company records rent liabilities for contingent percentage of sales lease provisions when it is probable that the specified levels will be reached during the fiscal year. Lease Financing Obligations Lease financing obligations pertain to real estate sale-leaseback transactions accounted for under the financing method. The assets (land, as appropriate, and building) subject to these obligations remain on the Company’s consolidated balance sheet at their historical costs and such assets (excluding land) continue to be depreciated over their remaining useful lives. The proceeds received by the Company from these transactions are recorded as lease financing obligations and the lease payments are applied as payments of principal and interest. The selection of the interest rate on lease financing obligations is evaluated at inception of the lease based on the Company’s incremental borrowing rate adjusted to the rate required to prevent recognition of a non-cash loss or negative amortization of the obligation through the end of the primary lease term. Lease Incentives For leases classified as operating leases, the Company recognizes rent starting when possession of the property is taken from the landlord, which normally includes a construction period prior to store opening. Payments made to the Company representing incentives to sign a new lease or representing reimbursements for leasehold improvements are deferred and recognized on a straight-line basis over the term of the lease as reductions of rent expense. Such payments received for leases classified as capital leases are recorded as increases to the related capital lease obligations, reducing the portion of future rent payments classified as interest expense. Rental Income For certain properties, the Company subleases either a portion or all of the property. The sublease income of the properties is recognized as rental income. In certain cases, the Company subleases store locations to third parties. Rental income was $2.9 million, $3.1 million, $0.3 million and $3.4 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively, and is recorded as an offset to rent expense in the consolidated statements of comprehensive loss. |
Lease Financing Obligations | Lease Financing Obligations Lease financing obligations pertain to real estate sale-leaseback transactions accounted for under the financing method. The assets (land, as appropriate, and building) subject to these obligations remain on the Company’s consolidated balance sheet at their historical costs and such assets (excluding land) continue to be depreciated over their remaining useful lives. The proceeds received by the Company from these transactions are recorded as lease financing obligations and the lease payments are applied as payments of principal and interest. The selection of the interest rate on lease financing obligations is evaluated at inception of the lease based on the Company’s incremental borrowing rate adjusted to the rate required to prevent recognition of a non-cash loss or negative amortization of the obligation through the end of the primary lease term. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations (“AROs”) are legal obligations associated with the retirement of long-lived assets (i.e., gas tank removal and removal of store equipment upon store closure). These liabilities are initially recorded at fair value and the related asset retirement costs are capitalized by increasing the carrying amount of the related assets by the same amount as the liability in accordance with the provisions of ASC 410, “Asset Retirement and Environmental Obligations.” Asset retirement costs are subsequently depreciated over the useful lives of the related assets. Subsequent to initial recognition, the Company records changes in the ARO liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. The Company derecognizes ARO liabilities when the related obligations are settled. The ARO liabilities recognized at January 2, 2016 and December 27, 2014 were $3.6 million and $3.3 million, respectively. Accretion expense attributable to ARO liabilities was $0.3 million, $0.3 million, $0.1 million and $0.3 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively (see Note 15). |
Guarantees | Guarantees The Company has been party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters. Additionally, the Company guarantees certain other contractual arrangements. Under these agreements, the Company may provide certain routine indemnifications relating to representations and warranties (i.e., ownership of assets and environmental or tax indemnifications). The terms of these indemnifications range in duration and may not be explicitly defined. The Company has applied the provisions of ASC 460, “Guarantees” to its agreements that contain guarantee or indemnification clauses. These provisions require the Company to recognize and disclose certain types of guarantees, even if the likelihood of requiring the Company’s performance is remote (see Notes 14 and 15). Historically, the Company has not been required to make payments related to its agreements that contain guarantee or indemnification clauses. |
Insurance Programs | Insurance Programs The Company is insured by a third-party carrier, subject to certain deductibles and self-insured retentions ranging from $0.1 million to $1.0 million. The Company maintains an insurance program covering primarily fleet, general liability inclusive of druggist liability, workers’ compensation, property, environmental and other executive insurance policies. The Company accrues estimated ultimate liabilities for its insurance programs based on known claims and past claims history. As of January 2, 2016 and December 27, 2014, accruals of $6.5 million and $6.1 million, respectively, were included in accrued expenses and other current liabilities, and accruals of $18.1 million and $16.9 million, respectively, were included in other long-term liabilities in the Company’s consolidated balance sheets. |
Employee Benefits | Employee Benefits The Company accounts for its participation in a multiemployer pension plan by recognizing as net pension cost the required contributions for the period and recognizing as a liability any contributions due and unpaid (see Note 14). |
Revenue Recognition | Revenue Recognition The Company generates and recognizes revenue at the point of sale in its stores, net of sales tax collected. Discounts, earned by customers through agreements or by using their bonus or loyalty cards, are recorded by the Company as a reduction of revenue as they are earned by the customer. Franchise revenue consists of net revenue on wholesale sales to franchisees, and income from franchise fees and administrative fees. Franchise revenues were $7.4 million, $7.6 million, $0.5 million and $3.7 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively, and are included in net sales in the consolidated statements of comprehensive loss. For certain products or services, such as the sales of lottery tickets, third-party prepaid phone cards, third-party gift cards, stamps and public transportation tickets, the Company acts as an agent. In accordance with the provisions of ASC 605, “Revenue Recognition” (“ASC 605”), the Company records the amount of the net margin or commission in its net sales. The Company records a deferred revenue liability when it sells gift cards, recording revenue when customers redeem the gift cards. These gift cards do not expire. The Company has completed an analysis of the historical redemption patterns of gift cards. As a result of this analysis, the Company has determined that the likelihood of redemption after two years is remote. Therefore, the Company reduces the liability and recognizes ‘‘breakage’’ income for the unused portion of gift cards after two years. The Company recognized gift card breakage income of $0.3 million, $0.1 million, $0.1 million and $0.3 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. |
Cost of Goods Sold and Distribution Costs | Cost of Goods Sold and Distribution Costs Cost of goods sold and distribution costs include the purchase price of products sold and other costs incurred in bringing inventories to the location and condition ready for sale, including costs of purchasing, warehousing and transportation. In accordance with the provisions of ASC 605, cash consideration received from vendors is recognized as a reduction of cost of goods sold. During Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, depreciation expense of $3.4 million, $3.1 million, $0.1 million and $2.4 million, respectively, is included in distribution costs in the consolidated statements of comprehensive loss. |
Vendor Allowances | Vendor Allowances The Company receives allowances from many of the vendors whose products the Company buys for resale in its stores. Allowances are received for a variety of merchandising activities, which consist of the inclusion of vendor products in the Company’s advertising, placement of vendor products in prominent locations in the Company’s stores, introduction of new products, exclusivity rights for certain categories of products and temporary price reductions offered to customers on products held for sale. The Company also receives vendor funds associated with buying activities such as volume purchase rebates and rebates for purchases made during specific periods. The Company records a receivable for vendor allowances for which the Company has fulfilled its contractual commitments but has not yet received payment from the vendor. When payment for vendor allowances is received prior to fulfillment of contractual terms or before the programs necessary to earn such allowances are initiated, the Company records such amounts as deferred income or vendor funds received in advance, respectively, which are classified within accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. Once all contractual commitments have been met, the Company records vendor allowances as a reduction of the cost of inventory. Accordingly, when the inventory is sold, the vendor allowances are recognized as a reduction of the cost of goods sold in the consolidated statements of comprehensive loss. |
Selling and General Expenses | Selling and General Expenses Selling and general expenses consist of repairs and maintenance charges, utilities, supplies, real estate taxes, insurance, bank and credit card fees and other general expenses. Depreciation expense included in selling and general expenses in the consolidated statements of comprehensive loss was $0.3 million, $0.3 million, $0.1 million and $0.2 million during Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, respectively. |
Administrative Expenses | Administrative Expenses Administrative expenses consist of charges for services performed by outside vendors, salaries and wages of support office employees, rent and depreciation of support offices and assets, and other administrative expenses. During Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period, depreciation expense of $8.7 million, $6.9 million, $0.5 million and $10.5 million, respectively, was included in administrative expenses in the consolidated statements of comprehensive loss. As discussed in further detail in Note 12, following the May 15, 2013 Holding II dividend, the exercise prices of all outstanding stock options were reduced by $380, from $400 to $20 per share. As a result of the acceleration of vesting and exercise price reductions of outstanding stock options, the Company recognized incremental stock-based compensation expense of $3.1 million within administrative expenses in the consolidated statement of comprehensive loss during the Fiscal 2013 Predecessor Period. Additionally, on May 16, 2013, the Company awarded make-whole payments to holders of stock options under the 2007 Stock Incentive Plan in the amount of $600 per stock option, representing the difference between the per share dividend paid to Holding II stockholders and the reduction in the exercise price of the stock options. These payments, totaling $6.8 million, were also recorded within administrative expenses in the consolidated statement of comprehensive loss during the Fiscal 2013 Predecessor Period. In connection with the Management Purchase, the Company incurred $1.0 million and $14.8 million of transaction costs during the Fiscal 2013 Successor and Predecessor Periods, respectively, that have been recorded within administrative expenses in the consolidated statements of comprehensive loss. |
Advertising | Advertising Advertising includes newspaper inserts, direct mail and radio commercials, promotional prizes, as well as the expenses of the Company’s advertising department. The Company recognizes advertising expenses as incurred. |
Income Taxes | Income Taxes The operations of Holding I, Tops Markets and Holding II are included in the Tops MBO Co tax return, as Holding I, Tops Markets and Holding II are disregarded entities for income tax purposes. The Company accounts for income taxes using the liability method in accordance with ASC 740, "Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based upon differences between the financial reporting and the tax basis of assets and liabilities, including net operating loss carry forwards, and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax assets or liabilities are expected to be realized or settled. The Company uses the provisions of ASC 740 to assess and record income tax uncertainties. In relation to recording the provision for income taxes, management must estimate the future tax rates applicable to the reversal of temporary differences, make certain assumptions regarding whether book/tax differences are permanent or temporary and if temporary, the related timing of expected reversal. Also, estimates are made as to whether taxable operating income in future periods will be sufficient to fully recognize any gross deferred tax assets. If recovery is not likely, the Company must increase its provision for taxes by recording a valuation allowance against the deferred tax assets that the Company estimates will not ultimately be recoverable. Alternatively, the Company may make estimates about the potential usage of deferred tax assets that decrease its valuation allowances. Tax positions are recognized when they are more likely than not to be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is more likely than not of being realized upon settlement. The Company is subject to periodic audits by the Internal Revenue Service and other foreign, state and local taxing authorities. These audits may challenge certain of the Company’s tax positions such as the timing and amount of income and deductions and the allocation of taxable income to various tax jurisdictions. The Company’s U.S. federal income tax return for the 2012 tax year and beyond remains subject to examination by the IRS. State returns remain subject to examination for tax years 2008 and beyond depending on each state’s statute of limitations. The Company evaluates its tax positions and establishes liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. These tax uncertainties are reviewed as facts and circumstances change and are adjusted accordingly. This requires significant management judgment in estimating final outcomes. Actual results could materially differ from these estimates and could significantly affect the Company’s effective tax rate and cash flows in future years. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company applies the Black-Scholes valuation model at the date of grant to determine the fair value of stock options granted to participants. The fair value of stock options are then amortized on a straight-line basis to compensation expense over the applicable vesting period, which is generally between two and five years. Compensation expense is recognized only for those options expected to vest, with forfeiture estimates based on the Company’s historical experience and future expectations. The Company’s outstanding stock options represent non-qualified stock options for income tax purposes. As such, the stock option grants result in the creation of a deferred tax asset until the time that such stock option is exercised. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU No. 2014-09”), which provides guidance regarding 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. In August 2015, the FASB issued ASU No 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, with earlier application permitted as of annual reporting periods beginning after December 15, 2016. The Company is currently assessing the potential impact of ASU No. 2014-09 on its consolidated financial statements. In April 2015, FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU No. 2015-03”), which amended Accounting Standards Codification (“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 ASU No. 2015-03. This guidance is effective for annual reporting periods beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted. During Fiscal 2015 the Company elected early adoption of ASU No. 2015-03, and reclassified debt issuance costs of $15.0 million from the line item “other assets” to the line item “long-term debt, net” in its consolidated balance sheet as of December 27, 2014. In April 2015, FASB issued ASU No. 2015-04, “Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets” (“ASU No. 2015-04”), which amended 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 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company elected early adoption, and there was no material impact to its consolidated financial statements as of January 2, 2016 or December 27, 2014. In November 2015, FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU No. 2015-17”), which amended ASC 740 – Income Taxes to simplify the presentation of deferred income taxes, requiring that deferred tax liabilities and assets be classified as noncurrent in a balance sheet. This guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted. During Fiscal 2015, the Company elected early adoption of ASU No. 2015-17, and reclassified deferred tax assets of $3.5 million from the line item “current deferred tax assets” to “deferred tax liabilities, net” in its consolidated balance sheet as of December 27, 2014. In February 2016, the FASB issued ASU No. 2016-02, “Leases,” (“ASU No. 2016-02”), which stipulates that lessees recognize a right-of-use asset and a lease liability for substantially all leases. ASU No. 2016-02 is effective on a modified retrospective basis for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the effect of adoption of ASU No. 2016-02 on its 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 January 2, 2016, 51 corporate supermarkets offered pharmacy services and 52 corporate fuel centers were in operation. As of December 27, 2014, 76 corporate supermarkets offered pharmacy services and 51 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 and President, who act as the Company’s chief operating decision makers, assess performance internally. The following table presents sales revenue by type of similar product (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) % of % of % of % of Amount Total Amount Total Amount Total Amount Total Non-perishables (1) $ 1,413,024 57.2 % $ 1,395,491 55.6 % $ 112,807 57.2 % $ 1,292,889 56.6 % Perishables (2) 729,412 29.5 % 699,697 27.9 % 53,541 27.1 % 625,240 27.4 % Fuel 157,937 6.4 % 224,342 8.9 % 16,433 8.3 % 202,578 8.9 % Pharmacy 148,099 6.0 % 166,184 6.6 % 12,539 6.4 % 146,107 6.4 % Other (3) 23,477 0.9 % 22,601 1.0 % 2,003 1.0 % 16,702 0.7 % $ 2,471,949 100.0 % $ 2,508,315 100.0 % $ 197,323 100.0 % $ 2,283,516 100.0 % (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 Present28
The Company, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Additional Cash Flow | The following table presents additional cash flow information for Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) Cash paid during the year for: Interest $ 79,455 $ 78,111 $ 29,908 $ 36,058 Income taxes 8 101 — 17 Non-cash items: Unpaid capital expenditures 3,930 3,383 4,285 4,560 Assets acquired under capital leases 7,508 5,979 787 1,182 Assets acquired under long-term debt arrangements — 5,951 — — Capital lease modification adjustments 4,720 5,654 — — |
Fair Value of Financial Instruments | At January 2, 2016 and December 27, 2014, the carrying value and the estimated fair value of the Company’s debt instruments were as follows (dollars in thousands): January 2, 2016 December 27, Carrying value of long-term debt: Current portion of long-term debt $ 2,075 $ 1,983 Long-term debt 681,372 649,097 Total carrying value of long-term debt (Note 8) 683,447 651,080 Fair value of long-term debt 677,450 656,305 (Deficiency) excess of fair value over carrying value $ (5,997 ) $ 5,225 |
Estimated Useful Lives of Property and Equipment | The estimated useful lives of the principal categories of property and equipment are as follows: Asset Useful Lives Land and land improvements Indefinite Buildings 30 – 40 years Leasehold improvements Lesser of 3 – 20 years or remaining lease term Equipment 2 – 10 years Vehicles 3 – 10 years IT software and equipment 3 – 5 years |
Amortization Period of Intangible Assets | For intangible assets, the Company amortizes the assets as presented in the table below: Asset Weighted Average Amortization Period Tradename – indefinite Indefinite life Customer relationships 14.0 Favorable lease rights 9.0 Franchise agreements 14.0 Pharmacy scripts 14.0 |
Sales Revenue by Type of Similar Product | The following table presents sales revenue by type of similar product (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) % of % of % of % of Amount Total Amount Total Amount Total Amount Total Non-perishables (1) $ 1,413,024 57.2 % $ 1,395,491 55.6 % $ 112,807 57.2 % $ 1,292,889 56.6 % Perishables (2) 729,412 29.5 % 699,697 27.9 % 53,541 27.1 % 625,240 27.4 % Fuel 157,937 6.4 % 224,342 8.9 % 16,433 8.3 % 202,578 8.9 % Pharmacy 148,099 6.0 % 166,184 6.6 % 12,539 6.4 % 146,107 6.4 % Other (3) 23,477 0.9 % 22,601 1.0 % 2,003 1.0 % 16,702 0.7 % $ 2,471,949 100.0 % $ 2,508,315 100.0 % $ 197,323 100.0 % $ 2,283,516 100.0 % (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. |
Business Acquisition (Tables)
Business Acquisition (Tables) - Management Purchase [Member] | 12 Months Ended |
Jan. 02, 2016 | |
Allocation of Purchase Price to Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of the purchase price to the assets acquired and liabilities assumed as of the transaction date (dollars in thousands): Assets acquired: Cash $ 25,149 Accounts receivable 66,244 Inventory 149,911 Prepaid expenses 14,905 Income taxes refundable 116 Deferred tax assets 1,122 Property and equipment 387,421 Goodwill 212,901 Intangible assets 198,100 Total assets acquired 1,055,869 Liabilities assumed: Accounts payable 81,588 Accrued expenses and other current liabilities 113,544 Other long-term liabilities 31,196 Capital lease obligations 122,099 Long-term debt, net 634,721 Deferred tax liabilities 51,861 Total liabilities assumed 1,035,009 Acquisition price $ 20,860 |
Unaudited Pro forma Financial Information | The following table summarizes the Company’s unaudited pro forma operating results for the Fiscal 2013 Predecessor Period, giving effect to the Management Purchase as if it occurred on January 1, 2013 (dollars in thousands): Predecessor Fiscal 2013 (48 weeks) Net sales $ 2,283,516 Operating income 52,033 Net loss (14,058 ) |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net of allowance for doubtful accounts, consist of the following (dollars in thousands): January 2, December Vendor receivables $ 34,307 $ 36,801 Credit and debit card receivables 15,839 7,633 Pharmacy receivables 5,724 7,168 Other receivables 12,576 12,805 Allowance for doubtful accounts (248 ) (277 ) Total accounts receivable, net $ 68,198 $ 64,130 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, net | Property and equipment consist of the following (dollars in thousands): January 2, 2016 December 27, 2014 Land $ 5,058 $ 5,058 Land improvements 7,192 7,101 Buildings 54,536 54,686 Leasehold improvements 80,407 71,149 Equipment 164,574 140,787 IT software and equipment 32,549 27,145 Total at cost 344,316 305,926 Accumulated depreciation (100,498 ) (47,832 ) 243,818 258,094 Property, equipment and automobiles under capital leases, net of accumulated depreciation 125,628 127,795 Property and equipment, net $ 369,446 $ 385,889 |
Property Plant Equipment under Capital Leases | Included in property and equipment are the following assets under capital leases (dollars in thousands): January 2, 2016 December 27, 2014 Land $ 10,662 $ 10,662 Building 125,370 120,634 Equipment 3,091 1,543 Vehicles 7,464 6,726 Total at cost 146,587 139,565 Accumulated depreciation (20,959 ) (11,770 ) Capital lease assets, net $ 125,628 $ 127,795 |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Change in Goodwill | The following table summarizes the change in the Company’s goodwill balance during Fiscal 2015 (dollars in thousands): Balance – December 2, 2014 $ 212,901 Acquisition of supermarkets 195 Balance – January 2, 2016 $ 213,096 |
Summary of Intangible Assets, Net of Accumulated Amortization | Intangible assets, net of accumulated amortization, consist of the following (dollars in thousands): Weighted Gross Net Average Carrying Accumulated Carrying Amortization January 2, 2016 Amount Amortization Amount Period Tradename – indefinite $ 131,200 $ — $ 131,200 Indefinite life Customer relationships 29,200 (14,117 ) 15,083 14.0 Favorable lease rights 21,550 (6,328 ) 15,222 9.0 Franchise agreements 13,300 (3,872 ) 9,428 14.0 Pharmacy scripts 3,979 (1,182 ) 2,797 14.0 $ 199,229 $ (25,499 ) $ 173,730 12.5 Gross Net Carrying Accumulated Carrying December 27, 2014 Amount Amortization 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 January 2, 2016, expected future amortization of intangible assets is as follows (dollars in thousands): 2016 $ 8,406 2017 7,146 2018 6,039 2019 5,052 2020 4,263 Thereafter 11,624 |
Accrued Expenses and Other Cu33
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (dollars in thousands): January 2, 2016 December Wages, taxes and benefits $ 28,623 $ 18,951 Lottery 13,127 10,954 Gift cards 9,467 8,974 Self-insurance reserves 6,502 6,130 Union medical, pension and 401(k) 5,817 8,985 Professional and legal fees 5,773 3,170 Interest payable 3,177 2,269 Money orders 2,682 887 Property and equipment expenditures 2,525 3,383 Utilities 2,346 3,383 Repairs and maintenance 2,050 2,212 Sales and use tax 1,431 596 Other 13,237 12,216 $ 96,757 $ 82,110 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Rental Payments for Capital and Operating Leases and Sublease Rental Income | As of January 2, 2016, 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): Capital Operating Future Expected Leases Leases Sub-lease Income 2016 $ 31,664 $ 32,570 $ 3,265 2017 29,767 33,083 3,254 2018 26,042 33,844 3,105 2019 23,416 33,996 2,939 2020 20,772 33,684 2,725 Thereafter 113,161 201,238 816 Total minimum lease payments 244,822 $ 368,415 $ 16,104 Less amounts representing interest (160,504 ) Present value of net minimum lease payments 84,318 Less current obligations (8,566 ) Long-term cash obligations 75,752 Non-cash obligations 67,370 Total long-term capital lease obligations $ 143,122 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt is comprised of the following (dollars in thousands): January 2, 2016 December 2022 Notes $ 560,000 $ — 2018 Notes 86,704 150,000 2017 Notes — 460,000 Discount on 2018 Notes (470 ) (1,100 ) Deferred financing fees (12,716 ) (15,033 ) 2017 ABL Facility 46,700 52,000 Other loans 3,229 5,213 Total debt 683,447 651,080 Current portion (2,075 ) (1,983 ) Total long-term debt $ 681,372 $ 649,097 |
Principal Payments Required to be made on Outstanding Debt | Principal payments required to be made on outstanding debt as of January 2, 2016, excluding capital lease obligations, are as follows (dollars in thousands): 2016 $ 2,075 2017 47,381 2018 86,740 2019 37 2020 39 Thereafter 560,361 Total debt $ 696,633 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense (Benefit) | Income tax expense (benefit) for Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period was as follows (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) Current: Federal $ — $ — $ — $ — State 211 100 5 37 Total current $ 211 100 5 37 Deferred: Federal (21,801 ) (8,192 ) (1,055 ) (4,442 ) State (2,677 ) (1,364 ) (135 ) (91 ) Change in valuation allowance 26,245 1,933 — 6,129 Total deferred 1,767 (7,623 ) (1,190 ) 1,596 Total income tax expense (benefit) $ 1,978 $ (7,523 ) $ (1,185 ) $ 1,633 |
Reconciliations of the Statutory Federal Income Tax Expense (benefit) to the Effective Tax Expense (benefit) | Reconciliations of the statutory federal income tax benefit to the effective tax expense (benefit) for Fiscal 2015, Fiscal 2014, the Fiscal 2013 Successor Period and the Fiscal 2013 Predecessor Period are as follows (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) Statutory federal income tax benefit $ (21,093 ) $ (7,766 ) $ (1,073 ) $ (8,731 ) Valuation allowance 26,245 1,933 — 6,129 State income tax (benefit) expense, net of federal benefit (2,356 ) (1,272 ) (131 ) 259 Stock-based compensation deficiency on exercise — — — 3,062 Non-deductible expenses 193 165 3 1,518 Benefit of federal tax credits (388 ) (270 ) — (264 ) Other (623 ) (313 ) 16 (340 ) $ 1,978 $ (7,523 ) $ (1,185 ) $ 1,633 |
Components of Deferred Income Tax Assets and Liabilities | The components of deferred income tax assets and liabilities are comprised of the following (dollars in thousands): January 2, 2016 December Inventory and other reserves $ (4,674 ) $ (4,427 ) Prepaid taxes, insurance and service contracts 6,431 6,364 Property and equipment depreciation (11,142 ) (18,003 ) Goodwill and intangible assets (58,148 ) (60,730 ) Accrued compensation 1,271 1,310 Capital leases 11,536 10,738 Federal and state net operating loss carryforwards and federal credits 33,253 22,395 Valuation allowance (28,828 ) (2,609 ) Other 6,607 3,035 $ (43,694 ) $ (41,927 ) |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Components of Net Pension Cost Related to the SERP and Other Post-retirement Plans | The components of net pension cost related to the SERP and other post-retirement plans are as follows (dollars in thousands): Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) SERP: Interest cost $ 166 $ 159 $ 11 $ 126 Net pension cost $ 166 $ 159 $ 11 $ 126 Other Post-Retirement Plans: Interest cost $ 140 $ 151 $ 11 $ 127 Service cost 1 1 — 2 Net pension cost $ 141 $ 152 $ 11 $ 129 |
Schedule of Future Benefit Payments Related to SERP and Other Post-retirement Plans | Estimated future benefit payments related to the SERP and other post-retirement plans are as follows (dollars in thousands): Other Post-Retirement SERP Plans 2016 $ 647 $ 181 2017 613 222 2018 578 224 2019 540 225 2020 500 225 Subsequent five years 1,874 1,076 |
Schedule of Changes in Benefit Obligation Related to the SERP and Other Post-retirement Plans | The changes in benefit obligation related to the SERP and other post-retirement plans are as follows (dollars in thousands): Other Post- SERP Retirement Benefit obligation – December 28, 2013 $ 4,769 $ 3,551 Interest cost 159 151 Service cost — 1 Actuarial loss 1,367 562 Total disbursements (656 ) (339 ) Benefit obligation – December 27, 2014 5,639 3,926 Interest cost 166 140 Service cost — 1 Actuarial loss 40 232 Total disbursements (664 ) (450 ) Benefit obligation – January 2, 2016 $ 5,181 $ 3,849 |
Summary of Changes in Accumulated Other Comprehensive (loss) Income | The following table reflects the changes in accumulated other comprehensive (loss) income for Fiscal 2015 and Fiscal 2014: Fiscal 2015 Fiscal 2014 (53 weeks) (52 weeks) SERP: Net actuarial loss $ (40 ) $ (1,367 ) Amortization of net gain 253 147 Total recognized in other comprehensive income (loss) $ 213 $ (1,220 ) Other Post-Retirement Plans: Net actuarial loss (232 ) $ (561 ) Amortization of net gain 86 60 Total recognized in other comprehensive loss $ (146 ) $ (501 ) |
Summary of Benefit Obligations Classified in Consolidated Balance Sheets | The benefit plans have no plan assets and have unfunded status equal to their benefit obligations, which have been classified in the consolidated balance sheets as follows (dollars in thousands): SERP Other Post-Retirement Plans January 2, 2016 December 27, 2014 January 2, 2016 December 27, 2014 Accrued expenses and other current liabilities $ 647 $ 649 $ 181 $ 432 Other long-term liabilities 4,534 4,990 3,668 3,494 Total liability $ 5,181 $ 5,639 $ 3,849 $ 3,926 |
Summary of Health Care Cost Assumptions Used to Calculate Benefit Obligations | Assumed health care cost trend rates used in the calculation of benefit obligations related to the medical benefits portion of other post-retirement plans are as follows: January 2, 2016 December 27, 2014 Initial health care cost trend rate 5.00 % 5.50 % Ultimate health care cost trend rate 5.00 % 5.00 % Year to reach ultimate trend rate 2016 2016 |
FIP/RP Status Indicates Plans for Funding Improvement Plan | The “FIP/RP Status Pending / Implemented” column indicates plans for which a funding improvement plan, or FIP, or a rehabilitation plan, or RP, is either pending or has been implemented by the trustees of the plan. Pension FIP/RP Expiration Dates Protection Tops 5% of Total Status of Collective EIN/Plan Act Zone Status Contributions Pending / Surcharge Bargaining Pension Fund Number 2015 2014 2015 2014 Implemented Imposed Agreements UFCW Local One Pension Fund 16-6144007 / 001 Red Red Yes Yes Implemented No April 1, 2017 – October 6 2018 New York State Teamsters Conference Pension and Retirement Fund 16-6063585 / 074 Red Red No No Implemented No August 10, 2019 |
Benefit Obligation [Member] | |
Discount Rate Assumptions Used to Determine Benefit Obligation | Discount rate assumptions used to determine benefit obligations are as follows: SERP Other Post-Retirement Plans January 2, 2016 December 27, 2014 January 2, 2016 December 27, 2014 3.39% 3.14% 4.12% 3.79% |
Pension Costs [Member] | |
Discount Rate Assumptions Used to Determine Benefit Obligation | Discount rate assumptions used to determine net pension cost are as follows: Successor Predecessor Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2013 (53 weeks) (52 weeks) (4 weeks) (48 weeks) SERP 3.14% 3.56% 2.80% 2.80% Other post-retirement plans 3.79% 4.59% 3.40% 3.40% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Changes in Asset Retirement Obligations | The changes in the Asset Retirement Obligations are as follows (dollars in thousands): Balance – December 28, 2013 $ 2,855 Obligations of acquired/new supermarkets 137 Accretion of liability 264 Balance – December 27, 2014 3,256 Obligations of acquired/new supermarkets 23 Accretion of liability 303 Balance – January 2, 2016 $ 3,582 |
Quarterly Data (Unaudited) (Tab
Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Jan. 02, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | The table below reflects the unaudited results of operations for Fiscal 2015 and Fiscal 2014 (Dollars in thousands). 16-week 12-week 12-week 13-week period ended period ended period ended period ended Fiscal 2015 April 18, 2015 July 11, 2015 October 3, 2015 January 2, 2016 Net sales $ 722,850 $ 585,911 $ 560,744 $ 602,444 Gross profit 214,465 170,089 165,424 178,311 Operating income (1) 22,090 16,467 13,857 5,955 Income tax expense (542 ) (400 ) (400 ) (636 ) Net loss (2) (4,195 ) (37,478 ) (5,162 ) (15,408 ) 16-week 12-week 12-week 12-week period ended period ended period ended period ended Fiscal 2014 April 19, 2014 July 12, 2014 October December 27, 2014 Net sales $ 756,539 $ 596,200 $ 580,741 $ 574,835 Gross profit 214,137 167,154 165,033 160,193 Operating income 13,315 18,824 16,397 12,218 Income tax benefit (expense) 4,136 (470 ) 795 3,062 Net loss (7,626 ) (967 ) (1,433 ) (4,641 ) (1) The operating income for the 16-week period ended April 18, 2015 includes an $11.0 million gain on sale of assets related to the January 2015 sale of pharmacy scripts. See Note 9 for further discussion. (2) The net loss for the 12-week period ended July 11, 2015 includes a $34.5 million loss on debt extinguishment related to the June 2015 financing activities. See Note 8 for further discussion. |
The Company, Basis of Present40
The Company, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | May. 16, 2013$ / shares | May. 15, 2013$ / shares | Dec. 28, 2013USD ($) | May. 31, 2013USD ($) | Nov. 30, 2013USD ($) | Jan. 02, 2016USD ($)StoreSegmentshares | Dec. 27, 2014USD ($)Storeshares | Dec. 27, 2014USD ($)shares | Dec. 28, 2014USD ($) |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Percentage of equity interest held prior to acquisition | 7.00% | ||||||||
Number of ownership shares | shares | 126,559 | 126,560 | 126,560 | ||||||
Cash and cash equivalents with original maturities at the date of purchase | 90 days | ||||||||
Concentration of Credit Risk cash and accounts receivable | $ 250,000 | ||||||||
Cash in banks exceeding the FDIC insurance limit | 11,500,000 | ||||||||
Allowance for doubtful accounts | 248,000 | $ 277,000 | $ 277,000 | ||||||
LIFO balance sheet reserves | 2,400,000 | 2,700,000 | 2,700,000 | ||||||
Impairment charges | $ 0 | 2,214,000 | 0 | ||||||
Goodwill impairment charges | 0 | 0 | 0 | ||||||
Unamortized deferred financing costs | 15,000,000 | ||||||||
Rental income | 300,000 | 2,900,000 | 3,100,000 | ||||||
ARO liabilities recognized | 2,855,000 | 3,582,000 | 3,256,000 | 3,256,000 | $ 3,300,000 | ||||
Accretion expense attributable to ARO liabilities | 100,000 | 303,000 | 264,000 | ||||||
Accrued Insurance, Current | 6,500,000 | 6,100,000 | 6,100,000 | ||||||
Accrued Insurance, Noncurrent | 18,100,000 | 16,900,000 | 16,900,000 | ||||||
Franchise revenues | 500,000 | 7,400,000 | 7,600,000 | ||||||
Breakage income | 100,000 | 300,000 | 100,000 | ||||||
Depreciation expense | 100,000 | 3,400,000 | 3,100,000 | ||||||
Depreciation expenses | 4,000,000 | $ 65,000,000 | 57,300,000 | ||||||
Make-whole payment per option | $ / shares | $ 600 | ||||||||
Transaction cost | 1,000,000 | ||||||||
Debt issuance costs | 15,000,000 | ||||||||
Deferred tax assets | $ 3,500,000 | $ 3,500,000 | 3,500,000 | ||||||
Number of reportable segment | Segment | 1 | ||||||||
Fuel [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Services offered by supermarkets | Store | 52 | 51 | |||||||
Holding Notes [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Reduction in exercise price | $ / shares | $ 380 | ||||||||
Outstanding, Weighted Average Exercise Price Per Share | $ / shares | $ 20 | $ 400 | |||||||
Selling and General Expenses [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Depreciation expenses | 100,000 | $ 300,000 | 300,000 | ||||||
Administrative Expenses [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Depreciation expenses | $ 500,000 | 8,700,000 | 6,900,000 | ||||||
Minimum [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Deductibles and self insured retentions | $ 100,000 | ||||||||
Compensation expenses Vesting Period | 2 years | ||||||||
Maximum [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Deductibles and self insured retentions | $ 1,000,000 | ||||||||
Compensation expenses Vesting Period | 5 years | ||||||||
2022 Notes [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Capitalized cost | $ 10,700,000 | ||||||||
2018 Notes [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Capitalized cost | $ 7,000,000 | 2,700,000 | |||||||
Unamortized deferred financing costs | 1,800,000 | ||||||||
2017 Notes [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Unamortized deferred financing costs | 8,000,000 | ||||||||
Predecessor [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Impairment charges | $ 1,620,000 | ||||||||
Goodwill impairment charges | 0 | ||||||||
Rental income | 3,400,000 | ||||||||
Accretion expense attributable to ARO liabilities | 300,000 | ||||||||
Franchise revenues | 3,700,000 | ||||||||
Breakage income | 300,000 | ||||||||
Depreciation expense | 2,400,000 | ||||||||
Depreciation expenses | 58,800,000 | ||||||||
Payments to option holders | 6,800,000 | ||||||||
Transaction cost | 14,800,000 | ||||||||
Predecessor [Member] | Holding Notes [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Share-based compensation expense | 3,100,000 | ||||||||
Predecessor [Member] | Selling and General Expenses [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Depreciation expenses | 200,000 | ||||||||
Predecessor [Member] | Administrative Expenses [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Depreciation expenses | $ 10,500,000 | ||||||||
Accounts Payable [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Outstanding checks in excess of cash balances | $ 2,100,000 | $ 2,400,000 | $ 2,400,000 | ||||||
Members of Management [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of ownership shares | shares | 5 | ||||||||
Supermarkets [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of retail supermarkets | Store | 163 | ||||||||
Pharmacy [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Services offered by supermarkets | Store | 51 | 76 | |||||||
Tops Markets, LLC [Member] | Supermarkets [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of retail supermarkets | Store | 162 | ||||||||
Additional operated supermarkets by franchisees | Store | 5 | ||||||||
Orchard Fresh [Member] | Supermarkets [Member] | |||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of retail supermarkets | Store | 1 |
The Company, Basis of Present41
The Company, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Additional Cash Flow Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Schedule Of Additional Information Of Cash Flow [Line Items] | ||||
Interest | $ 29,908 | $ 79,455 | $ 78,111 | |
Income taxes | 8 | 101 | ||
Non-cash items: | ||||
Unpaid capital expenditures | 4,285 | 3,930 | 3,383 | |
Assets acquired under capital leases | $ 787 | 7,508 | 5,979 | |
Assets acquired under long-term debt arrangements | 5,951 | |||
Capital lease modification adjustments | $ 4,720 | $ 5,654 | ||
Predecessor [Member] | ||||
Schedule Of Additional Information Of Cash Flow [Line Items] | ||||
Interest | $ 36,058 | |||
Income taxes | 17 | |||
Non-cash items: | ||||
Unpaid capital expenditures | 4,560 | |||
Assets acquired under capital leases | $ 1,182 |
The Company, Basis of Present42
The Company, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Carrying and Estimated Values of Debt Instruments (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 |
Carrying value of long-term debt: | ||
Current portion of long-term debt | $ 2,075 | $ 1,983 |
Long-term debt, net | 681,372 | 649,097 |
Total carrying value of long-term debt (Note 8) | 683,447 | 651,080 |
Fair value of long-term debt | 677,450 | 656,305 |
(Deficiency) excess of fair value over carrying value | $ (5,997) | $ 5,225 |
The Company, Basis of Present43
The Company, Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Jan. 02, 2016 | |
Land and Land Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property Life | Indefinite |
Building [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 30 years |
Building [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 40 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property Life | Lesser of 3 – 20 years or remaining lease term |
Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 2 years |
Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 10 years |
Vehicles [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 10 years |
It Software And Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
It Software And Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life | 5 years |
The Company, Basis of Present44
The Company, Basis of Presentation and Summary of Significant Accounting Policies - Weighted Average Amortization Periods For Intangible Assets (Detail) | 12 Months Ended |
Jan. 02, 2016 | |
Tradename - Indefinite [Member] | |
Finite Lived Intangible Asset Useful Life [Line Items] | |
Indefinite life | Indefinite life |
Customer Relationships [Member] | |
Finite Lived Intangible Asset Useful Life [Line Items] | |
Useful life | 14 years |
Favorable Lease Rights [Member] | |
Finite Lived Intangible Asset Useful Life [Line Items] | |
Useful life | 9 years |
Franchise Agreements [Member] | |
Finite Lived Intangible Asset Useful Life [Line Items] | |
Useful life | 14 years |
Pharmacy Scripts [Member] | |
Finite Lived Intangible Asset Useful Life [Line Items] | |
Useful life | 14 years |
The Company, Basis of Present45
The Company, Basis of Presentation and Summary of Significant Accounting Policies - Summary of Sales Revenue by Type of Product (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Dec. 28, 2013 | Jan. 02, 2016 | Oct. 03, 2015 | Jul. 11, 2015 | Dec. 27, 2014 | Oct. 04, 2014 | Jul. 12, 2014 | Apr. 18, 2015 | Apr. 19, 2014 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | ||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | $ 197,323 | $ 602,444 | $ 560,744 | $ 585,911 | $ 574,835 | $ 580,741 | $ 596,200 | $ 722,850 | $ 756,539 | $ 2,471,949 | $ 2,508,315 | ||
Sale revenue percentage | 100.00% | 100.00% | 100.00% | ||||||||||
Predecessor [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | $ 2,283,516 | ||||||||||||
Sale revenue percentage | 100.00% | ||||||||||||
Non-perishables [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | [1] | $ 112,807 | $ 1,413,024 | $ 1,395,491 | |||||||||
Sale revenue percentage | [1] | 57.20% | 57.20% | 55.60% | |||||||||
Non-perishables [Member] | Predecessor [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | [1] | $ 1,292,889 | |||||||||||
Sale revenue percentage | [1] | 56.60% | |||||||||||
Perishables [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | [2] | $ 53,541 | $ 729,412 | $ 699,697 | |||||||||
Sale revenue percentage | [2] | 27.10% | 29.50% | 27.90% | |||||||||
Perishables [Member] | Predecessor [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | [2] | $ 625,240 | |||||||||||
Sale revenue percentage | [2] | 27.40% | |||||||||||
Pharmacy [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | $ 12,539 | $ 148,099 | $ 166,184 | ||||||||||
Sale revenue percentage | 6.40% | 6.00% | 6.60% | ||||||||||
Pharmacy [Member] | Predecessor [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | $ 146,107 | ||||||||||||
Sale revenue percentage | 6.40% | ||||||||||||
Other Products [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | [3] | $ 2,003 | $ 23,477 | $ 22,601 | |||||||||
Sale revenue percentage | [3] | 1.00% | 0.90% | 1.00% | |||||||||
Other Products [Member] | Predecessor [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | [3] | $ 16,702 | |||||||||||
Sale revenue percentage | [3] | 0.70% | |||||||||||
Fuel [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | $ 16,433 | $ 157,937 | $ 224,342 | ||||||||||
Sale revenue percentage | 8.30% | 6.40% | 8.90% | ||||||||||
Fuel [Member] | Predecessor [Member] | |||||||||||||
Sales Revenue, Goods, Net [Abstract] | |||||||||||||
Sales revenue | $ 202,578 | ||||||||||||
Sale revenue percentage | 8.90% | ||||||||||||
[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. |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 02, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 01, 2013 |
Business Acquisition [Line Items] | |||||
Cash consideration, businesses acquisition | $ 3,558 | ||||
Deferred tax assets | $ 50,100 | 50,100 | |||
Deferred tax assets, net operating losses | 24,400 | 24,400 | |||
Deferred tax liabilities | 11,500 | 11,500 | |||
Deferred tax assets, valuation allowance | 43,900 | 43,900 | $ 43,900 | ||
Deferred tax liabilities , net | $ 43,694 | $ 41,927 | $ 89,400 | ||
Transaction cost | $ 1,000 | ||||
Supermarkets [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction cost | $ 1,000 | ||||
ASU No. 2015-03 [Member] | |||||
Business Acquisition [Line Items] | |||||
Reclassification of debt issuance costs from other assets to long-term debt | $ 19,500 | ||||
Indefinite-lived Intangible Assets [Member] | Income Approach Valuation Technique [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, discount rate | 14.00% | ||||
Indefinite-lived Intangible Assets [Member] | Income Approach Valuation Technique [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, discount rate | 16.00% | ||||
Management Purchase [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash consideration, businesses acquisition | $ 20,900 | ||||
Transaction fees | $ 15,800 |
Business Acquisitions - Allocat
Business Acquisitions - Allocation of Purchase Price to Assets Acquired and Liabilities Assumed and Adjustments to Estimated Fair Values of Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 | Dec. 02, 2014 | Dec. 01, 2013 |
Assets acquired: | ||||
Goodwill | $ 213,096 | $ 212,901 | $ 212,901 | |
Management Purchase [Member] | ||||
Assets acquired: | ||||
Cash | $ 25,149 | |||
Accounts receivable | 66,244 | |||
Inventory | 149,911 | |||
Prepaid expenses | 14,905 | |||
Income taxes refundable | 116 | |||
Deferred tax assets | 1,122 | |||
Property and equipment | 387,421 | |||
Goodwill | 212,901 | |||
Intangible assets | 198,100 | |||
Total assets acquired | 1,055,869 | |||
Liabilities assumed: | ||||
Accounts payable | 81,588 | |||
Accrued expenses and other current liabilities | 113,544 | |||
Other long-term liabilities | 31,196 | |||
Capital lease obligations | 122,099 | |||
Long-term debt, net | 634,721 | |||
Deferred tax liabilities | 51,861 | |||
Total liabilities assumed | 1,035,009 | |||
Acquisition price | $ 20,860 |
Business Acquisitions - Unaudit
Business Acquisitions - Unaudited Pro forma Financial Information (Detail) - Management Purchase [Member] - Predecessor [Member] $ in Thousands | 11 Months Ended |
Nov. 30, 2013USD ($) | |
Business Acquisition Pro Forma Information [Line Items] | |
Net sales | $ 2,283,516 |
Operating income | 52,033 |
Net loss | $ (14,058) |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable Net of Doubtful Accounts (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 |
Accounts Receivable, net | ||
Accounts receivable, net | $ 68,198 | $ 64,130 |
Allowance for doubtful accounts | (248) | (277) |
Vendor Receivables [Member] | ||
Accounts Receivable, net | ||
Accounts receivable, net | 34,307 | 36,801 |
Credit and Debit Card Receivables [Member] | ||
Accounts Receivable, net | ||
Accounts receivable, net | 15,839 | 7,633 |
Pharmacy Receivables [Member] | ||
Accounts Receivable, net | ||
Accounts receivable, net | 5,724 | 7,168 |
Other Receivables [Member] | ||
Accounts Receivable, net | ||
Accounts receivable, net | $ 12,576 | $ 12,805 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 |
Property and Equipment, net | ||
Total at cost | $ 344,316 | $ 305,926 |
Accumulated depreciation | (100,498) | (47,832) |
Property, Plant and Equipment, Gross | 243,818 | 258,094 |
Property, equipment and automobiles under capital leases, net of accumulated depreciation | 125,628 | 127,795 |
Property and equipment, net | 369,446 | 385,889 |
Land [Member] | ||
Property and Equipment, net | ||
Total at cost | 5,058 | 5,058 |
Land Improvements [Member] | ||
Property and Equipment, net | ||
Total at cost | 7,192 | 7,101 |
Building [Member] | ||
Property and Equipment, net | ||
Total at cost | 54,536 | 54,686 |
Leasehold Improvements [Member] | ||
Property and Equipment, net | ||
Total at cost | 80,407 | 71,149 |
Equipment [Member] | ||
Property and Equipment, net | ||
Total at cost | 164,574 | 140,787 |
IT software and equipment [Member] | ||
Property and Equipment, net | ||
Total at cost | $ 32,549 | $ 27,145 |
Property and Equipment, Net -51
Property and Equipment, Net - Summary of Assets Under Capital Leases (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 |
Property Plant And Equipment [Line Items] | ||
Total at cost | $ 146,587 | $ 139,565 |
Accumulated depreciation | (20,959) | (11,770) |
Capital lease assets, net | 125,628 | 127,795 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total at cost | 10,662 | 10,662 |
Building [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total at cost | 125,370 | 120,634 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total at cost | 3,091 | 1,543 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total at cost | $ 7,464 | $ 6,726 |
Property And Equipment, Net - A
Property And Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation expenses | $ 4 | $ 65 | $ 57.3 | |
Depreciation expense under capital leases | $ 0.8 | $ 12.1 | $ 12.6 | |
Predecessor [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expenses | $ 58.8 | |||
Depreciation expense under capital leases | $ 15.6 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets Net - Summary of Change in Goodwill (Detail) $ in Thousands | 12 Months Ended |
Jan. 02, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 212,901 |
Acquisition of supermarkets | 195 |
Goodwill, Ending Balance | $ 213,096 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets Net - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment charges | $ 0 | $ 0 | $ 0 | |
Impairment | 0 | 2,214,000 | 0 | |
Amortization expense | 1,000,000 | 11,600,000 | 12,900,000 | |
Contra-expense related to amortization of unfavorable lease rights | 100,000 | 300,000 | 1,000,000 | |
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, 2020 | 300,000 | |||
Future amortization expense, Thereafter | 500,000 | |||
Tradename - Indefinite [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment | $ 0 | $ 0 | $ 0 | |
Predecessor [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment charges | $ 0 | |||
Impairment | 1,620,000 | |||
Amortization expense | 7,600,000 | |||
Contra-expense related to amortization of unfavorable lease rights | 1,400,000 | |||
Predecessor [Member] | Tradename - Indefinite [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment | $ 0 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets Net - Summary of Intangible Assets, Net of Accumulated Amortization (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2016 | Dec. 27, 2014 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | $ 199,229 | $ 198,100 |
Accumulated Amortization | (25,499) | (13,941) |
Net Carrying Amount | $ 173,730 | 184,159 |
Weighted Average Amortization Period | 12 years 6 months | |
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 | |
Customer Relationships [Member] | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | $ 29,200 | 29,200 |
Accumulated Amortization | $ (14,117) | (7,913) |
Weighted Average Amortization Period | 14 years | |
Net Carrying Amount | $ 15,083 | 21,287 |
Favorable Lease Rights [Member] | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 21,550 | 21,600 |
Accumulated Amortization | $ (6,328) | (3,269) |
Weighted Average Amortization Period | 9 years | |
Net Carrying Amount | $ 15,222 | 18,331 |
Franchise Agreements [Member] | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 13,300 | 13,300 |
Accumulated Amortization | $ (3,872) | (2,115) |
Weighted Average Amortization Period | 14 years | |
Net Carrying Amount | $ 9,428 | 11,185 |
Pharmacy Scripts [Member] | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 3,979 | 2,800 |
Accumulated Amortization | $ (1,182) | (644) |
Weighted Average Amortization Period | 14 years | |
Net Carrying Amount | $ 2,797 | $ 2,156 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets Net - Summary of Expected Future Amortization of Intangible Assets (Detail) $ in Thousands | Jan. 02, 2016USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
Future amortization expense, 2016 | $ 8,406 |
Future amortization expense, 2017 | 7,146 |
Future amortization expense, 2018 | 6,039 |
Future amortization expense, 2019 | 5,052 |
Future amortization expense, 2020 | 4,263 |
Future amortization expense, Thereafter | $ 11,624 |
Accrued Expenses and Other Cu57
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Wages, taxes and benefits | $ 28,623 | $ 18,951 |
Lottery | 13,127 | 10,954 |
Gift cards | 9,467 | 8,974 |
Self-insurance reserves | 6,502 | 6,130 |
Union medical, pension and 401(k) | 5,817 | 8,985 |
Professional and legal fees | 5,773 | 3,170 |
Interest payable | 3,177 | 2,269 |
Money orders | 2,682 | 887 |
Property and equipment expenditures | 2,525 | 3,383 |
Utilities | 2,346 | 3,383 |
Repairs and maintenance | 2,050 | 2,212 |
Sales and use tax | 1,431 | 596 |
Other | 13,237 | 12,216 |
Accrued expenses and other current liabilities, Total | $ 96,757 | $ 82,110 |
Accrued Expenses and Other Cu58
Accrued Expenses and Other Current Liabilities - Additional Information (Detail) $ in Millions | 12 Months Ended |
Jan. 02, 2016USD ($) | |
Other Liabilities Disclosure [Abstract] | |
Increase in accrued bonus expense | $ 8.7 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Leases [Line Items] | ||||
Leases expire year | 2,035 | |||
Leases term | 25 years | |||
Proceeds from sale leaseback financing transactions | $ 25,436,000 | |||
Underlying cash payments to remove the related land and obligations | $ 0 | |||
Rental expense related to operating leases | $ 2,400,000 | 30,600,000 | 28,800,000 | |
Sublease rental income | 300,000 | 2,900,000 | 3,100,000 | |
Selling and General Expenses [Member] | ||||
Leases [Line Items] | ||||
Rental expense related to operating leases | 100,000 | 200,000 | 300,000 | |
Administration Expenses [Member] | ||||
Leases [Line Items] | ||||
Rental expense related to operating leases | $ 100,000 | $ 1,200,000 | $ 1,200,000 | |
Predecessor [Member] | ||||
Leases [Line Items] | ||||
Rental expense related to operating leases | $ 26,300,000 | |||
Sublease rental income | 3,400,000 | |||
Predecessor [Member] | Selling and General Expenses [Member] | ||||
Leases [Line Items] | ||||
Rental expense related to operating leases | 300,000 | |||
Predecessor [Member] | Administration Expenses [Member] | ||||
Leases [Line Items] | ||||
Rental expense related to operating leases | $ 1,200,000 | |||
Minimum [Member] | ||||
Leases [Line Items] | ||||
Capital lease expiration year | 2,018 | |||
Maximum [Member] | ||||
Leases [Line Items] | ||||
Capital lease expiration year | 2,079 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Rental Payments for Capital and Operating Leases and Sublease Rental Income (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 |
Leases [Abstract] | ||
Capital Leases 2016 | $ 31,664 | |
Capital Leases 2017 | 29,767 | |
Capital Leases 2018 | 26,042 | |
Capital Leases 2019 | 23,416 | |
Capital Leases 2020 | 20,772 | |
Thereafter | 113,161 | |
Total Capital Leases | 244,822 | |
Less amounts representing interest | (160,504) | |
Present value of net minimum lease payments | 84,318 | |
Less current obligations | (8,566) | $ (8,653) |
Long-term cash obligations | 75,752 | |
Non-cash obligations | 67,370 | |
Total long-term capital lease obligations | 143,122 | $ 140,315 |
Operating Leases 2016 | 32,570 | |
Operating Leases 2017 | 33,083 | |
Operating Leases 2018 | 33,844 | |
Operating Leases 2019 | 33,996 | |
Operating Leases 2020 | 33,684 | |
Operating Leases Thereafter | 201,238 | |
Operating Leases, Total | 368,415 | |
Future Expected Sub-lease Income 2016 | 3,265 | |
Future Expected Sub-lease Income 2017 | 3,254 | |
Future Expected Sub-lease Income 2018 | 3,105 | |
Future Expected Sub-lease Income 2019 | 2,939 | |
Future Expected Sub-lease Income 2020 | 2,725 | |
Future Expected Sub-lease Income Thereafter | 816 | |
Future Expected Sub-lease Income, Total | $ 16,104 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Jun. 10, 2015 | Dec. 27, 2014 |
Secured Debt [Abstract] | |||
Deferred financing fees | $ (12,716) | $ (15,033) | |
Other loans | 3,229 | 5,213 | |
Total carrying value of long-term debt (Note 8) | 683,447 | 651,080 | |
Current portion | (2,075) | (1,983) | |
Total long-term debt | 681,372 | 649,097 | |
2017 ABL Facility [Member] | |||
Secured Debt [Abstract] | |||
ABL Facility | 46,700 | 52,000 | |
2022 Notes [Member] | |||
Secured Debt [Abstract] | |||
Notes | 560,000 | $ 560,000 | |
2018 Notes [Member] | |||
Secured Debt [Abstract] | |||
Notes | 86,704 | 150,000 | |
Discount on notes | $ (470) | (1,100) | |
2017 Notes [Member] | |||
Secured Debt [Abstract] | |||
Notes | $ 460,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jun. 10, 2015 | Nov. 29, 2013 | May. 15, 2013 | Dec. 28, 2013 | May. 31, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | Dec. 18, 2015 | Dec. 14, 2012 |
Debt Instrument [Line Items] | ||||||||||
Repayments of long-term debt borrowings | $ 1,000 | $ 525,280,000 | $ 3,787,000 | |||||||
Redemption premium payment | 24,265,000 | |||||||||
Proceeds from long-term debt borrowings | 560,000,000 | |||||||||
Dividend to shareholders | 775,000 | 12,571,000 | ||||||||
Unamortized deferred financing costs | 15,000,000 | |||||||||
Amortization of deferred financing costs | 561,000 | 3,155,000 | 3,982,000 | |||||||
Net of accumulated amortization | 1,800,000 | 7,300,000 | ||||||||
Deferred financing costs | 12,700,000 | 15,000,000 | ||||||||
Capital lease interest | 1,500,000 | 23,700,000 | 22,400,000 | |||||||
Interest expense, net | $ 6,400,000 | $ 84,100,000 | 83,400,000 | |||||||
Predecessor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of long-term debt borrowings | $ 279,000 | |||||||||
Proceeds from long-term debt borrowings | 148,500,000 | |||||||||
Amortization of deferred financing costs | 2,688,000 | |||||||||
Capital lease interest | 14,700,000 | |||||||||
Interest expense, net | $ 64,500,000 | |||||||||
2017 ABL Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity in ABL Facility | $ 125,000,000 | |||||||||
Credit facility maturity date | Dec. 14, 2017 | |||||||||
Capitalized cost | $ 1,100,000 | |||||||||
Unused availability under the ABL Facility | 40,800,000 | |||||||||
Line of credit facility, amount outstanding | $ 46,700,000 | $ 52,000,000 | ||||||||
Weighted average interest rate on borrowings under the ABL Facility | 3.20% | 2.24% | ||||||||
2017 ABL Facility [Member] | Letter of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit outstanding | $ 23,800,000 | $ 20,700,000 | ||||||||
2017 ABL Facility [Member] | LIBOR Plus [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate description | 150 to 200 basis points | |||||||||
2017 ABL Facility [Member] | Prime Rate Plus [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate description | 50 to 100 basis points | |||||||||
Maximum [Member] | 2017 ABL Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Increase in capacity upon met specified condition | $ 50,000,000 | |||||||||
2022 Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument carrying amount | $ 560,000,000 | $ 560,000,000 | ||||||||
Interest rate, notes | 8.00% | |||||||||
Maturity date of senior notes | Jun. 15, 2022 | |||||||||
Semi-annual interest payments date | The 2022 Notes mature on June 15, 2022 and require semi-annual interest payments on June 15 and December 15 | |||||||||
Capitalized cost | $ 10,700,000 | |||||||||
2017 Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument carrying amount | 460,000,000 | |||||||||
Repayments of long-term debt borrowings | $ 460,000,000 | |||||||||
Redemption premium payment | 23,000,000 | |||||||||
Unamortized deferred financing costs | 8,000,000 | |||||||||
2018 Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument carrying amount | $ 86,704,000 | 150,000,000 | ||||||||
Debt instrument repurchased | 60,000,000 | |||||||||
Redemption premium payment | $ 1,200,000 | |||||||||
Semi-annual interest payments date | The 2018 Notes mature on June 15, 2018 and require semi-annual interest payments on June 15 and December 15 | |||||||||
Debt original issue discount | $ 470,000 | $ 1,100,000 | ||||||||
Dividend to shareholders | $ 141,900,000 | |||||||||
Unamortized discount written off | 400,000 | |||||||||
Unamortized deferred financing costs | 1,800,000 | |||||||||
Capitalized cost | $ 7,000,000 | 2,700,000 | ||||||||
2018 Notes [Member] | Open Market [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument repurchased | $ 3,300,000 | |||||||||
2018 Notes [Member] | Holding II [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument carrying amount | $ 150,000,000 | $ 86,700,000 | ||||||||
Interest rate, notes | 9.50% | |||||||||
Maturity date of senior notes | Jun. 15, 2018 | |||||||||
Proceeds from long-term debt borrowings | $ 148,500,000 | |||||||||
Debt original issue discount | $ 1,500,000 | |||||||||
8.75% Senior Unsecured Notes [Member] | Holding II [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, notes | 8.75% | |||||||||
9.50% Senior Unsecured Notes [Member] | Holding II [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, notes | 9.50% | |||||||||
MBO Co Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument carrying amount | $ 12,300,000 | |||||||||
Debt instrument interest rate description | LIBOR plus a margin of 300 basis points | |||||||||
Interest rate of term loan | 3.00% |
Debt - Principal Payments Requi
Debt - Principal Payments Required to be made on Outstanding Debt (Detail) $ in Thousands | Jan. 02, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 2,075 |
2,017 | 47,381 |
2,018 | 86,740 |
2,019 | 37 |
2,020 | 39 |
Thereafter | 560,361 |
Total debt | $ 696,633 |
Gain on Sale of Assets - Additi
Gain on Sale of Assets - Additional Information (Detail) $ in Thousands | 1 Months Ended | 4 Months Ended | 12 Months Ended |
Jan. 31, 2015USD ($)Location | Apr. 18, 2015USD ($) | Jan. 02, 2016USD ($) | |
Discontinued Operations And Disposal Groups [Abstract] | |||
Number of locations pharmacy scripts and inventory sold | Location | 27 | ||
Proceeds from sale of assets | $ 14,900 | ||
Gain on sale of assets | $ 11,000 | $ 11,014 | |
Carrying value of sold inventory | 3,200 | ||
Direct selling expenses on sale of assets | $ 700 |
Impairment - Additional Informa
Impairment - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Impairment Charges [Abstract] | ||||
Impairment | $ 0 | $ 2,214 | $ 0 | |
Predecessor [Member] | ||||
Impairment Charges [Abstract] | ||||
Impairment | $ 1,620 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 28, 2013 | Jan. 02, 2016 | Oct. 03, 2015 | Jul. 11, 2015 | Dec. 27, 2014 | Oct. 04, 2014 | Jul. 12, 2014 | Apr. 18, 2015 | Apr. 19, 2014 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Current: | ||||||||||||
State | $ 5 | $ 211 | $ 100 | |||||||||
Total current | 5 | 211 | 100 | |||||||||
Deferred: | ||||||||||||
Federal | (1,055) | (21,801) | (8,192) | |||||||||
State | (135) | (2,677) | (1,364) | |||||||||
Change in valuation allowance | 26,245 | 1,933 | ||||||||||
Total deferred | (1,190) | 1,767 | (7,623) | |||||||||
Total income tax expense (benefit) | $ (1,185) | $ (636) | $ (400) | $ (400) | $ 3,062 | $ 795 | $ (470) | $ (542) | $ 4,136 | $ 1,978 | $ (7,523) | |
Predecessor [Member] | ||||||||||||
Current: | ||||||||||||
State | $ 37 | |||||||||||
Total current | 37 | |||||||||||
Deferred: | ||||||||||||
Federal | (4,442) | |||||||||||
State | (91) | |||||||||||
Change in valuation allowance | 6,129 | |||||||||||
Total deferred | 1,596 | |||||||||||
Total income tax expense (benefit) | $ 1,633 |
Income Taxes - Reconciliations
Income Taxes - Reconciliations of the Statutory Federal Income Tax Expense (benefit) to the Effective Tax Expense (benefit) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 28, 2013 | Jan. 02, 2016 | Oct. 03, 2015 | Jul. 11, 2015 | Dec. 27, 2014 | Oct. 04, 2014 | Jul. 12, 2014 | Apr. 18, 2015 | Apr. 19, 2014 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Income Tax Rate Reconciliation [Line Items] | ||||||||||||
Statutory federal income tax benefit | $ (1,073) | $ (21,093) | $ (7,766) | |||||||||
Change in valuation allowance | 26,245 | 1,933 | ||||||||||
State income tax (benefit) expense, net of federal benefit | (131) | (2,356) | (1,272) | |||||||||
Non-deductible expenses | 3 | 193 | 165 | |||||||||
Benefit of federal tax credits | (388) | (270) | ||||||||||
Other | 16 | (623) | (313) | |||||||||
Total income tax expense (benefit) | $ (1,185) | $ (636) | $ (400) | $ (400) | $ 3,062 | $ 795 | $ (470) | $ (542) | $ 4,136 | $ 1,978 | $ (7,523) | |
Predecessor [Member] | ||||||||||||
Income Tax Rate Reconciliation [Line Items] | ||||||||||||
Statutory federal income tax benefit | $ (8,731) | |||||||||||
Change in valuation allowance | 6,129 | |||||||||||
State income tax (benefit) expense, net of federal benefit | 259 | |||||||||||
Stock-based compensation deficiency on exercise | 3,062 | |||||||||||
Non-deductible expenses | 1,518 | |||||||||||
Benefit of federal tax credits | (264) | |||||||||||
Other | (340) | |||||||||||
Total income tax expense (benefit) | $ 1,633 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |||||
Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | Jan. 02, 2010 | Dec. 02, 2013 | Dec. 01, 2013 | May. 31, 2013 | |
Income Taxes [Line Items] | |||||||
Deferred tax asset | $ 3,500 | $ 3,500 | |||||
Deferred tax asset of stock based compensation | $ 400 | ||||||
Expiration dates for operating losses | Jan. 1, 2029 | ||||||
Expiration dates for tax credits | Jan. 1, 2027 | ||||||
Valuation allowance on the net deferred income tax assets | 100.00% | ||||||
Change in valuation allowance | $ 26,245 | 1,933 | |||||
Additional Valuation Allowance Recorded in Other Comprehensive Income (Loss) | $ 700 | ||||||
Deferred tax assets | 50,100 | $ 50,100 | |||||
Deferred tax assets, net operating losses | 24,400 | 24,400 | |||||
Deferred tax liabilities | 11,500 | 11,500 | |||||
Deferred tax assets, valuation allowance | 43,900 | $ 43,900 | $ 43,900 | ||||
Deferred tax liability adjustment to goodwill | 89,400 | ||||||
Predecessor [Member] | |||||||
Income Taxes [Line Items] | |||||||
Change in valuation allowance | $ 6,129 | ||||||
Additional Valuation Allowance Recorded in Other Comprehensive Income (Loss) | $ 200 | ||||||
United States Federal Tax [Member] | |||||||
Income Taxes [Line Items] | |||||||
Operating losses net | 70,900 | ||||||
Federal tax credits | $ 5,400 | ||||||
Income tax year under examination | 2,012 | ||||||
State and Local Jurisdiction [Member] | |||||||
Income Taxes [Line Items] | |||||||
Operating losses net | $ 71,500 | ||||||
Income tax year under examination | 2,008 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 | Dec. 01, 2013 |
Income Tax Disclosure [Abstract] | |||
Inventory and other reserves | $ 4,674 | $ 4,427 | |
Prepaid taxes, insurance and service contracts | 6,431 | 6,364 | |
Property and equipment depreciation | (11,142) | (18,003) | |
Goodwill and intangible assets | (58,148) | (60,730) | |
Accrued compensation | 1,271 | 1,310 | |
Capital leases | 11,536 | 10,738 | |
Federal and state net operating loss carryforwards and federal credits | 33,253 | 22,395 | |
Valuation allowance | (28,828) | (2,609) | |
Other | 6,607 | 3,035 | |
Net deferred tax liabilities | $ (43,694) | $ (41,927) | $ (89,400) |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 25, 2014 | May. 31, 2013 | May. 16, 2013 | May. 15, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Nov. 30, 2013 |
Class of Stock [Line Items] | |||||||
Dividend paid by company to its shareholders | $ 141,900 | ||||||
Dividend paid to shareholders per common stock outstanding | $ 980 | ||||||
Make-whole payment per option | $ 600 | ||||||
Stock option exercises | $ 200 | ||||||
Dividends paid | $ 7,900 | $ 2,300 | $ 2,400 | ||||
Holding Notes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Outstanding options, number of shares | 11,340 | ||||||
Outstanding options with exercise price, per share, in excess of exercise price | $ 20 | $ 400 | |||||
Reduction in exercise price | $ 380 | ||||||
Predecessor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Dividend paid by company to its shareholders | $ 141,920 | ||||||
Payments to option holders | 6,800 | ||||||
Stock option exercises | 227 | ||||||
Dividends paid | 141,920 | ||||||
Predecessor [Member] | Employee Stock Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based compensation expense included in administrative expenses | 3,800 | ||||||
Predecessor [Member] | Holding Notes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based compensation expense | $ 3,100 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Predecessor [Member] $ in Millions | 11 Months Ended |
Nov. 30, 2013USD ($) | |
Related Party Transaction [Line Items] | |
Annual monitoring fee paid | $ 1 |
Morgan Stanley Private Equity [Member] | |
Related Party Transaction [Line Items] | |
Annual monitoring fee | 0.8 |
Graycliff [Member] | |
Related Party Transaction [Line Items] | |
Annual monitoring fee | $ 0.2 |
Retirement Plans - Summary of C
Retirement Plans - Summary of Components of Net Pension Cost (Detail) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
SERP [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Interest cost | $ 11 | $ 126 | $ 166 | $ 159 |
Net pension cost | 11 | 126 | 166 | 159 |
Other Post-Retirement Benefit Plans [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||||
Interest cost | 11 | 127 | 140 | 151 |
Service cost | 2 | 1 | 1 | |
Net pension cost | $ 11 | $ 129 | $ 141 | $ 152 |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Future Benefit Payments Related to SERP and Other Post-retirement Plans (Detail) $ in Thousands | Jan. 02, 2016USD ($) |
SERP [Member] | |
Schedule Of Expected Future Postretirement Benefit Payment [Line Items] | |
2,016 | $ 647 |
2,017 | 613 |
2,018 | 578 |
2,019 | 540 |
2,020 | 500 |
Subsequent five years | 1,874 |
Other Post-Retirement Benefit Plans [Member] | |
Schedule Of Expected Future Postretirement Benefit Payment [Line Items] | |
2,016 | 181 |
2,017 | 222 |
2,018 | 224 |
2,019 | 225 |
2,020 | 225 |
Subsequent five years | $ 1,076 |
Retirement Plans - Schedule o74
Retirement Plans - Schedule of Changes in Benefit Obligation Related to the SERP and Other Post-retirement Plans (Detail) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
SERP [Member] | ||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||||
Benefit obligation, beginning balance | $ 5,639 | $ 4,769 | ||
Interest cost | $ 11 | $ 126 | 166 | 159 |
Actuarial loss | 40 | 1,367 | ||
Total disbursements | (664) | (656) | ||
Benefit obligation, ending balance | 4,769 | 5,181 | 5,639 | |
Other Post-Retirement Benefit Plans [Member] | ||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||||
Benefit obligation, beginning balance | 3,926 | 3,551 | ||
Interest cost | 11 | 127 | 140 | 151 |
Service cost | $ 2 | 1 | 1 | |
Actuarial loss | 232 | 562 | ||
Total disbursements | (450) | (339) | ||
Benefit obligation, ending balance | $ 3,551 | $ 3,849 | $ 3,926 |
Retirement Plans - Summary of75
Retirement Plans - Summary of Changes in Accumulated Other Comprehensive (loss) Income (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Changes In Accumulated Other Comprehensive Income Loss [Line Items] | |||
Total recognized in other comprehensive income (loss) | $ (49) | $ (67) | $ 1,721 |
SERP [Member] | |||
Changes In Accumulated Other Comprehensive Income Loss [Line Items] | |||
Net actuarial loss | (40) | (1,367) | |
Amortization of net gain | 253 | 147 | |
Total recognized in other comprehensive income (loss) | 213 | (1,220) | |
Other Post-Retirement Benefit Plans [Member] | |||
Changes In Accumulated Other Comprehensive Income Loss [Line Items] | |||
Net actuarial loss | (232) | (561) | |
Amortization of net gain | 86 | 60 | |
Total recognized in other comprehensive income (loss) | $ (146) | $ (501) |
Retirement Plans - Summary of B
Retirement Plans - Summary of Benefit Obligations Classified in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 |
Unfunded Amounts Recognized On Balance Sheets [Abstract] | ||
Other long-term liabilities | $ 44,680 | $ 33,591 |
SERP [Member] | ||
Unfunded Amounts Recognized On Balance Sheets [Abstract] | ||
Accrued expenses and other current liabilities | 647 | 649 |
Other long-term liabilities | 4,534 | 4,990 |
Total liability | 5,181 | 5,639 |
Other Post-Retirement Benefit Plans [Member] | ||
Unfunded Amounts Recognized On Balance Sheets [Abstract] | ||
Accrued expenses and other current liabilities | 181 | 432 |
Other long-term liabilities | 3,668 | 3,494 |
Total liability | $ 3,849 | $ 3,926 |
Retirement Plans - Discount Rat
Retirement Plans - Discount Rate Assumptions Used to Determine Benefit Obligation (Detail) | Jan. 02, 2016 | Dec. 27, 2014 |
SERP [Member] | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Benefit obligations | 3.39% | 3.14% |
Other Post-Retirement Benefit Plans [Member] | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Benefit obligations | 4.12% | 3.79% |
Retirement Plans - Discount R78
Retirement Plans - Discount Rate Assumptions Used to Determine Net Pension Cost (Detail) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
SERP [Member] | ||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||
Assumptions used to determine net pension cost | 2.80% | 3.14% | 3.56% | |
SERP [Member] | Predecessor [Member] | ||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||
Assumptions used to determine net pension cost | 2.80% | |||
Other Post-Retirement Benefit Plans [Member] | ||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||
Assumptions used to determine net pension cost | 3.40% | 3.79% | 4.59% | |
Other Post-Retirement Benefit Plans [Member] | Predecessor [Member] | ||||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||||
Assumptions used to determine net pension cost | 3.40% |
Retirement Plans - Summary of H
Retirement Plans - Summary of Health Care Cost Assumptions Used to Calculate Benefit Obligations (Detail) | 12 Months Ended | |
Jan. 02, 2016 | Dec. 27, 2014 | |
Compensation And Retirement Disclosure [Abstract] | ||
Initial health care cost trend rate | 5.00% | 5.50% |
Ultimate health care cost trend rate | 5.00% | 5.00% |
Year to reach ultimate trend rate | 2,016 | 2,016 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) | May. 27, 2014 | Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 |
Retirement Plan [Line Items] | |||||
Company incurred expense related to 401(k) plan | $ 200,000 | $ 2,800,000 | $ 3,100,000 | ||
Payment of withdrawal liability | 7,700,000 | 3,800,000 | |||
Other Long Term Liabilities [Member] | |||||
Retirement Plan [Line Items] | |||||
Aggregate rejected contributions | 9,000,000 | ||||
Other Assets [Member] | |||||
Retirement Plan [Line Items] | |||||
Payment of withdrawal liability | 11,500,000 | ||||
Multiemployer Plans, Pension [Member] | |||||
Retirement Plan [Line Items] | |||||
Company made contributions | 4,800,000 | 4,200,000 | |||
Liability estimate due to withdrawal from fund | $ 183,700,000 | ||||
Monthly installment amount | $ 641,514 | ||||
Contribution payable period | 240 months | ||||
United Food, Commercial Workers and District Local One Plan [Member] | |||||
Retirement Plan [Line Items] | |||||
Company made contributions | 800,000 | 12,600,000 | 10,600,000 | ||
Teamster Local 264 Plan [Member] | |||||
Retirement Plan [Line Items] | |||||
Company made contributions | $ 100,000 | $ 5,200,000 | $ 4,500,000 | ||
Predecessor [Member] | |||||
Retirement Plan [Line Items] | |||||
Company incurred expense related to 401(k) plan | $ 2,600,000 | ||||
Predecessor [Member] | United Food, Commercial Workers and District Local One Plan [Member] | |||||
Retirement Plan [Line Items] | |||||
Company made contributions | 9,200,000 | ||||
Predecessor [Member] | Teamster Local 264 Plan [Member] | |||||
Retirement Plan [Line Items] | |||||
Company made contributions | $ 100,000 | ||||
Maximum [Member] | |||||
Retirement Plan [Line Items] | |||||
Matching contributions of Company of participant's eligible contributions | 100.00% | ||||
Eligible contributions criteria according to plan contributions | 3.00% | ||||
Percentage of plan for red zone | 65.00% | ||||
Percentage of plan for yellow zone or orange zone | 80.00% | ||||
Minimum [Member] | |||||
Retirement Plan [Line Items] | |||||
Matching contributions of Company of participant's eligible contributions | 50.00% | ||||
Eligible contributions criteria according to plan contributions | 2.00% | ||||
Percentage of plan for green zone | 80.00% |
Retirement Plans - FIP_RP Statu
Retirement Plans - FIP/RP Status Indicates Plans for Funding Improvement Plan (Detail) | 12 Months Ended | |
Jan. 02, 2016 | Dec. 27, 2014 | |
UFCW Local One Pension Fund [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 166,144,007 | |
Pension Protection Act Zone Status | Red | Red |
Tops 5% of Total Contributions | true | true |
FIP/RP Status Pending / Implemented | Implemented | |
Surcharge imposed | No | |
Expiration Dates of Collective- Bargaining Agreements, First | Apr. 1, 2017 | |
Plan Number | 1 | |
Expiration Dates of Collective- Bargaining Agreements, Last | Oct. 6, 2018 | |
New York State Teamsters Conference Pension and Retirement Fund [Member] | ||
Multiemployer Plans [Line Items] | ||
EIN | 166,063,585 | |
Pension Protection Act Zone Status | Red | Red |
Tops 5% of Total Contributions | false | false |
FIP/RP Status Pending / Implemented | Implemented | |
Surcharge imposed | No | |
Expiration Dates of Collective- Bargaining Agreements, First | Aug. 10, 2019 | |
Plan Number | 74 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Sep. 24, 2012Store | Jan. 02, 2016USD ($)EMPAgreement | Dec. 27, 2014USD ($) |
Commitments Contingencies And Litigation [Line Items] | |||
Number of supermarkets acquired | Store | 21 | ||
Expiration date of supply agreement | Feb. 28, 2017 | ||
Accrued Environmental Liabilities | $ | $ 0 | $ 0 | |
Number of employed associates | EMP | 14,800 | ||
Percentage of associates engaged in various unions | 83.00% | ||
Number of collective bargaining agreements | Agreement | 5 | ||
Pending Litigation [Member] | |||
Commitments Contingencies And Litigation [Line Items] | |||
Accrued amount related to contingent liabilities due to legal proceedings | $ | $ 0 | $ 0 | |
Teamster Local 264 [Member] | |||
Commitments Contingencies And Litigation [Line Items] | |||
Percentage of members working in distribution facilities | 5.00% | ||
Number of collective bargaining agreements | Agreement | 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 | 2017-04 | ||
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 | 2018-10 | ||
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 | ||
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% | ||
Supplemental Supply Agreement [Member] | |||
Commitments Contingencies And Litigation [Line Items] | |||
Agreement expiration date | Sep. 23, 2022 |
Commitments and Contingencies83
Commitments and Contingencies - Changes in Asset Retirement Obligations (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 28, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Balance – December 28, 2013 | $ 3,256 | $ 2,855 | |
Obligations of acquired/new supermarkets | 23 | 137 | |
Accretion of liability | $ 100 | 303 | 264 |
Balance – December 27, 2014 | $ 2,855 | $ 3,582 | $ 3,256 |
Quarterly Data - (Unaudited) -
Quarterly Data - (Unaudited) - Quarterly Financial Data (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||
Dec. 28, 2013 | Jan. 02, 2016 | Oct. 03, 2015 | Jul. 11, 2015 | Dec. 27, 2014 | Oct. 04, 2014 | Jul. 12, 2014 | Apr. 18, 2015 | Apr. 19, 2014 | Jan. 02, 2016 | Dec. 27, 2014 | |||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Net sales | $ 197,323 | $ 602,444 | $ 560,744 | $ 585,911 | $ 574,835 | $ 580,741 | $ 596,200 | $ 722,850 | $ 756,539 | $ 2,471,949 | $ 2,508,315 | ||||
Gross profit | 54,075 | 178,311 | 165,424 | 170,089 | 160,193 | 165,033 | 167,154 | 214,465 | 214,137 | 728,289 | 706,517 | ||||
Operating income | 3,378 | 5,955 | [1] | 13,857 | [1] | 16,467 | [1] | 12,218 | 16,397 | 18,824 | 22,090 | [1] | 13,315 | 58,369 | 60,754 |
Income tax (expense) benefit | (1,185) | (636) | (400) | (400) | 3,062 | 795 | (470) | (542) | 4,136 | 1,978 | (7,523) | ||||
Net loss | $ (1,882) | $ (15,408) | [2] | $ (5,162) | [2] | $ (37,478) | [2] | $ (4,641) | $ (1,433) | $ (967) | $ (4,195) | [2] | $ (7,626) | $ (62,243) | $ (14,667) |
[1] | (1) The operating income for the 16-week period ended April 18, 2015 includes an $11.0 million gain on sale of assets related to the January 2015 sale of pharmacy scripts. See Note 9 for further discussion. | ||||||||||||||
[2] | The net loss for the 12-week period ended July 11, 2015 includes a $34.5 million loss on debt extinguishment related to the June 2015 financing activities. See Note 8 for further discussion. |
Quarterly Data - (Unaudited) 85
Quarterly Data - (Unaudited) - Quarterly Financial Data (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 12 Months Ended |
Jul. 11, 2015 | Apr. 18, 2015 | Jan. 02, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Gain on sale of assets | $ 11,000 | $ 11,014 | |
Loss on debt extinguishment | $ 34,500 | $ 34,581 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parent Company Only) (Detail) - USD ($) $ in Thousands | Jan. 02, 2016 | Dec. 27, 2014 | Dec. 28, 2013 |
Assets | |||
Total assets | $ 1,029,654 | $ 1,033,894 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | 96,757 | 82,110 | |
Total current liabilities | 189,210 | 178,731 | |
Long-term debt | 681,372 | 649,097 | |
Total liabilities | 1,102,078 | 1,043,661 | |
Total shareholders’ deficit | (72,424) | (9,767) | $ 19,027 |
Total liabilities and shareholders’ deficit | 1,029,654 | 1,033,894 | |
Parent Company [Member] | |||
Assets | |||
Investment in subsidiary | 12,021 | 134,492 | |
Total assets | 12,021 | 134,492 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | 400 | 474 | |
Total current liabilities | 400 | 474 | |
Long-term debt | 84,045 | 143,785 | |
Total liabilities | 84,445 | 144,259 | |
Total shareholders’ deficit | (72,424) | (9,767) | |
Total liabilities and shareholders’ deficit | $ 12,021 | $ 134,492 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Loss (Parent Company Only) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||
Dec. 28, 2013 | Jan. 02, 2016 | [1] | Oct. 03, 2015 | [1] | Jul. 11, 2015 | Dec. 27, 2014 | Oct. 04, 2014 | Jul. 12, 2014 | Apr. 18, 2015 | [1] | Apr. 19, 2014 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | ||
Operating expenses: | ||||||||||||||||
Administrative expenses (inclusive of share-based compensation expense of $248, $165, $0 and $3,826) | $ (6,120) | $ (82,763) | $ (68,728) | |||||||||||||
Total operating expenses | (50,697) | (669,920) | (645,763) | |||||||||||||
Loss on debt extinguishment | $ (34,500) | (34,581) | ||||||||||||||
Interest expense, net | (6,445) | (84,053) | (83,379) | |||||||||||||
Net loss | (1,882) | $ (15,408) | $ (5,162) | $ (37,478) | [1] | $ (4,641) | $ (1,433) | $ (967) | $ (4,195) | $ (7,626) | (62,243) | (14,667) | ||||
Changes in post retirement benefit obligations (Note 14) | 49 | 67 | (1,721) | |||||||||||||
Comprehensive loss | (1,833) | (62,176) | (16,388) | |||||||||||||
Predecessor [Member] | ||||||||||||||||
Operating expenses: | ||||||||||||||||
Administrative expenses (inclusive of share-based compensation expense of $248, $165, $0 and $3,826) | $ (91,173) | |||||||||||||||
Total operating expenses | (608,571) | |||||||||||||||
Interest expense, net | (64,458) | |||||||||||||||
Net loss | (26,579) | |||||||||||||||
Changes in post retirement benefit obligations (Note 14) | 590 | |||||||||||||||
Comprehensive loss | (25,989) | |||||||||||||||
Parent Company [Member] | ||||||||||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||||||||||
Equity loss from subsidiary | (806) | (47,098) | (131) | |||||||||||||
Operating expenses: | ||||||||||||||||
Loss on debt extinguishment | (3,540) | |||||||||||||||
Interest expense, net | (1,076) | (11,605) | (14,536) | |||||||||||||
Loss before income taxes | (1,882) | (62,243) | (14,667) | |||||||||||||
Net loss | (1,882) | (62,243) | (14,667) | |||||||||||||
Changes in post retirement benefit obligations (Note 14) | 49 | 67 | (1,721) | |||||||||||||
Comprehensive loss | $ (1,833) | $ (62,176) | $ (16,388) | |||||||||||||
Parent Company [Member] | Predecessor [Member] | ||||||||||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||||||||||
Equity loss from subsidiary | (7,760) | |||||||||||||||
Operating expenses: | ||||||||||||||||
Administrative expenses (inclusive of share-based compensation expense of $248, $165, $0 and $3,826) | (10,893) | |||||||||||||||
Total operating expenses | (10,893) | |||||||||||||||
Interest expense, net | (7,926) | |||||||||||||||
Loss before income taxes | (26,579) | |||||||||||||||
Net loss | (26,579) | |||||||||||||||
Changes in post retirement benefit obligations (Note 14) | 590 | |||||||||||||||
Comprehensive loss | $ (25,989) | |||||||||||||||
[1] | The net loss for the 12-week period ended July 11, 2015 includes a $34.5 million loss on debt extinguishment related to the June 2015 financing activities. See Note 8 for further discussion. |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Parent Company Only) (Detail) - USD ($) $ in Thousands | May. 31, 2013 | Dec. 28, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 |
Condensed Financial Statements Captions [Line Items] | ||||||
Net cash used in operating activities | $ (379) | $ 54,594 | $ 38,127 | |||
Cash flows provided by financing activities: | ||||||
Repayments of long-term debt borrowings | (1) | (525,280) | (3,787) | |||
Debt extinguishment costs paid | (24,265) | |||||
Dividends to Tops MBO Corporation (Note 12) | (775) | (12,571) | ||||
Purchase of treasury stock | (1) | |||||
Proceeds from long-term debt borrowings | 560,000 | |||||
Stock option exercises | $ 200 | |||||
Net cash (used in) provided by financing activities | 11,377 | (15,370) | (2,814) | |||
Net increase (decrease) in cash and cash equivalents | 4,764 | 9,241 | (3,597) | |||
Cash and cash equivalents–beginning of period | 25,149 | 26,316 | 29,913 | |||
Cash and cash equivalents–end of period | 29,913 | $ 25,149 | $ 25,149 | 35,557 | 26,316 | |
Predecessor [Member] | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Net cash used in operating activities | 60,049 | |||||
Cash flows provided by financing activities: | ||||||
Repayments of long-term debt borrowings | (279) | |||||
Proceeds from long-term debt borrowings | 148,500 | |||||
Purchase of shares | (4,259) | |||||
Stock option exercises | 227 | |||||
Net cash (used in) provided by financing activities | (13,390) | |||||
Net increase (decrease) in cash and cash equivalents | (7,273) | |||||
Cash and cash equivalents–beginning of period | 25,149 | 32,422 | ||||
Cash and cash equivalents–end of period | 25,149 | 25,149 | ||||
Parent Company [Member] | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Net cash used in operating activities | (10,204) | (10,397) | (13,126) | |||
Cash flows provided by financing activities: | ||||||
Capital contributions | 7,656 | 75,727 | 25,697 | |||
Repayments of long-term debt borrowings | (63,296) | |||||
Debt extinguishment costs paid | (1,258) | |||||
Dividends to Tops MBO Corporation (Note 12) | (775) | (12,571) | ||||
Purchase of treasury stock | (1) | |||||
Net cash (used in) provided by financing activities | 7,656 | $ 10,397 | $ 13,126 | |||
Net increase (decrease) in cash and cash equivalents | (2,548) | |||||
Cash and cash equivalents–beginning of period | 2,548 | |||||
Cash and cash equivalents–end of period | 2,548 | 2,548 | ||||
Parent Company [Member] | Predecessor [Member] | ||||||
Cash flows provided by financing activities: | ||||||
Capital contributions | 50 | |||||
Dividends to Tops MBO Corporation (Note 12) | (141,920) | |||||
Proceeds from long-term debt borrowings | 148,500 | |||||
Purchase of shares | (4,259) | |||||
Stock option exercises | 227 | |||||
Contribution to Tops MBO Corporation | (50) | |||||
Net cash (used in) provided by financing activities | 2,548 | |||||
Net increase (decrease) in cash and cash equivalents | 2,548 | |||||
Cash and cash equivalents–beginning of period | $ 2,548 | |||||
Cash and cash equivalents–end of period | $ 2,548 | $ 2,548 |
Valuation and Qualifying Acco89
Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 28, 2013 | Nov. 30, 2013 | Jan. 02, 2016 | Dec. 27, 2014 | |||
Allowance for Receivable from Insurance Provider [Member] | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at Beginning of Period | $ 22,495 | $ 23,048 | $ 22,673 | |||
Valuation allowances and reserves charged to cost expense and income | 724 | 8,984 | 5,510 | |||
Deductions | (546) | (7,424) | (5,135) | |||
Balance at End of Period | 22,673 | $ 22,495 | 24,608 | 23,048 | ||
Inventory Valuation Reserve [Member] | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at Beginning of Period | 2,661 | |||||
Valuation allowances negative LIFO reserves, balance at Beginning of Period | (31) | |||||
Valuation allowances and reserves charged to cost expense and income | (218) | 2,692 | ||||
Deductions | (31) | |||||
Balance at End of Period | 2,443 | 2,661 | ||||
Valuation allowances negative LIFO reserves, balance at end of period | (31) | |||||
Valuation Allowance of Deferred Tax Assets [Member] | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at Beginning of Period | 2,608 | |||||
Valuation allowances and reserves charged to cost expense and income | 26,221 | 2,608 | [1] | |||
Deductions | (700) | |||||
Balance at End of Period | $ 28,829 | $ 2,608 | ||||
Predecessor [Member] | Allowance for Receivable from Insurance Provider [Member] | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at Beginning of Period | 22,495 | 20,184 | ||||
Valuation allowances and reserves charged to cost expense and income | 7,000 | |||||
Deductions | (4,689) | |||||
Balance at End of Period | 22,495 | |||||
Predecessor [Member] | Inventory Valuation Reserve [Member] | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at Beginning of Period | 10,434 | 11,064 | ||||
Valuation allowances and reserves charged to cost expense and income | (630) | |||||
Balance at End of Period | 10,434 | |||||
Predecessor [Member] | Valuation Allowance of Deferred Tax Assets [Member] | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at Beginning of Period | $ 43,929 | 38,033 | ||||
Valuation allowances and reserves charged to cost expense and income | [2] | 5,896 | ||||
Deductions | (200) | |||||
Balance at End of Period | $ 43,929 | |||||
[1] | Amount includes valuation allowance of $0.7 million related to amounts recorded in other comprehensive loss. | |||||
[2] | Amount includes a reduction of valuation allowance of $0.2 million related to amounts recorded in other comprehensive loss. |
Valuation and Qualifying Acco90
Valuation and Qualifying Accounts (Parenthetical) (Detail) - Valuation Allowance of Deferred Tax Assets [Member] - USD ($) $ in Millions | 11 Months Ended | 12 Months Ended |
Nov. 30, 2013 | Dec. 27, 2014 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Reduction of valuation allowance recorded in other comprehensive loss | $ 0.7 | |
Predecessor [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Reduction of valuation allowance recorded in other comprehensive loss | $ 0.2 |
Uncategorized Items - tops-2016
Label | Element | Value |
Stock Issued During Period Value New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 20,860,000 |
Predecessor [Member] | ||
Adjustments To Additional Paid In Capital Sharebased Compensation And Exercise Of Stock Options | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationAndExerciseOfStockOptions | 227,000 |
Adjustments To Additional Paid In Capital Sharebased Compensation Requisite Service Period Recognition Value | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 3,826,000 |
Stock Repurchased During Period Value | us-gaap_StockRepurchasedDuringPeriodValue | 4,259,000 |
Stockholders Equity Period Increase Decrease | us-gaap_StockholdersEquityPeriodIncreaseDecrease | 351,437,000 |
Contribution To Former Parent Purchase Price | tops_ContributionToFormerParentPurchasePrice | 50,000 |
Stockholders Equity | us-gaap_StockholdersEquity | (183,272,000) |
Accumulated Other Comprehensive Income [Member] | ||
Other Comprehensive Income Loss Pension And Other Postretirement Benefit Plans Adjustment Net Of Tax | us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax | (49,000) |
Accumulated Other Comprehensive Income [Member] | Predecessor [Member] | ||
Stockholders Equity Period Increase Decrease | us-gaap_StockholdersEquityPeriodIncreaseDecrease | 2,980,000 |
Stockholders Equity | us-gaap_StockholdersEquity | (3,570,000) |
Other Comprehensive Income Loss Pension And Other Postretirement Benefit Plans Adjustment Net Of Tax | us-gaap_OtherComprehensiveIncomeLossPensionAndOtherPostretirementBenefitPlansAdjustmentNetOfTax | (590,000) |
Additional Paid In Capital [Member] | ||
Stock Issued During Period Value New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 20,860,000 |
Additional Paid In Capital [Member] | Predecessor [Member] | ||
Adjustments To Additional Paid In Capital Sharebased Compensation And Exercise Of Stock Options | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationAndExerciseOfStockOptions | 227,000 |
Adjustments To Additional Paid In Capital Sharebased Compensation Requisite Service Period Recognition Value | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 3,826,000 |
Stock Repurchased During Period Value | us-gaap_StockRepurchasedDuringPeriodValue | 4,259,000 |
Stockholders Equity Period Increase Decrease | us-gaap_StockholdersEquityPeriodIncreaseDecrease | 242,253,000 |
Contribution To Former Parent Purchase Price | tops_ContributionToFormerParentPurchasePrice | 50,000 |
Stockholders Equity | us-gaap_StockholdersEquity | (100,077,000) |
Dividends Common Stock | us-gaap_DividendsCommonStock | $ 141,920,000 |
Common Stock [Member] | ||
Stock Issued During Period Shares New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 126,560 |
Common Stock [Member] | Predecessor [Member] | ||
Stock Repurchased During Period Shares | us-gaap_StockRepurchasedDuringPeriodShares | 29,556 |
Stock Issued During Period Shares Period Increase Decrease | us-gaap_StockIssuedDuringPeriodSharesPeriodIncreaseDecrease | (126,560) |
Shares Issued | us-gaap_SharesIssued | 144,776 |
Stock Issued During Period Shares Stock Options Exercised | us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised | 11,340 |
Retained Earnings [Member] | ||
Net Income Loss | us-gaap_NetIncomeLoss | $ (1,882,000) |
Retained Earnings [Member] | Predecessor [Member] | ||
Stockholders Equity Period Increase Decrease | us-gaap_StockholdersEquityPeriodIncreaseDecrease | 106,204,000 |
Stockholders Equity | us-gaap_StockholdersEquity | (79,625,000) |
Net Income Loss | us-gaap_NetIncomeLoss | $ (26,579,000) |