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8-K - FORM 8-K - Tops Holding LLCc08859e8vk.htm
Exhibit 99.1
     
(TOPS LOGO)   NEWS
RELEASE
Tops Markets, LLC, P.O. Box 1027, Buffalo, NY 14240-1027
For more information contact:
Kevin Darrington, COO & CFO
Phone: (716) 635-5000
Email: kdarrington@topsmarkets.com
FOR IMMEDIATE RELEASE
Tops Holding Corporation Reports 39% Increase in Net Sales
in Third Quarter 2010
    Inside (supermarket excluding gasoline) same store sales growth of 1.0% in third quarter 2010
    Total inside sales growth of 41% to $483.5 million in third quarter 2010, including acquired Penn Traffic supermarkets and one new store
    Adjusted EBITDA increased 55% and 29% for the 12-week and 40-week periods ended October 9, 2010, respectively
    Cash from operations increased 111% and 9% for the 12-week and 40-week periods ended October 9, 2010, respectively
WILLIAMSVILLE, NY, November 22, 2010 — Tops Holding Corporation (“Tops” or the “Company”), the parent of Tops Markets, LLC, a leading supermarket retailer with 127 corporate and five franchise locations serving the Upstate New York and Northern Pennsylvania region, today reported financial results for the Company’s fiscal 2010 third quarter ended October 9, 2010. Reported results include the January 29, 2010 acquisition of substantially all assets and certain liabilities of The Penn Traffic Company (“Penn Traffic”) and its subsidiaries, including 55 supermarkets that have currently been retained.
Net sales of $519.9 million in the third quarter of fiscal 2010 increased $146.6 million, or 39.3%, compared with the third quarter of fiscal 2009. Sales related to the supermarkets retained from the Penn Traffic acquisition contributed $133.3 million of the increase.
Inside sales were $483.5 million in the quarter, up $139.4 million, or 40.5%, when compared with the same period in the prior year. The increase was attributable to the newly acquired Penn Traffic stores, a 1.0% increase in same store inside sales and the opening of a new store in August 2010. Gasoline sales increased $7.2 million, or 24.7%, to $36.3 million in the third quarter, reflecting a 3.0% increase in the retail price per gallon and a 21.1% increase in the number of gallons sold. The increase in gallons sold was attributable to five new gas stations that were opened since the fiscal 2009 third quarter.
Frank Curci, Tops’ President and CEO, commented, “We continued to demonstrate same store sales growth and drove basket size through our marketing and advertising efforts. We also benefited from the acquired supermarkets as each store’s performance has strengthened from the rebranding to Tops. This was the second consecutive quarter we increased same store inside sales, after experiencing deflationary declines for most of 2009 and into the start of 2010.”
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Tops Holding Corporation Reports 39% Increase in Net Sales in Third Quarter 2010
November 22, 2010
Page 2 of 8
Commenting on recent additions to the Company’s leadership team, Mr. Curci noted, “We are very excited to welcome three key members to the organization. In September, Lynne Burgess joined the Company as Senior Vice President, Secretary and General Counsel. In November, Rick Mills joined the Company as Senior Vice President, and effective December 1, Rick will assume the role of Chief Financial Officer, while Kevin Darrington will focus on his new responsibilities as Chief Operating Officer. In addition, Stacey Rauch was appointed to a newly created seat on our Board of Directors in October. We are confident that the significant experience and exceptional skills that Lynne, Rick and Stacey bring to the organization position us well for continued growth and success.”
For the 40-week period ended October 9, 2010, net sales were $1.73 billion, up $455.5 million, or 35.8%, compared with $1.27 billion for the 40-week period ended October 3, 2009. The increase was due to the acquired Penn Traffic stores, which contributed $420.9 million, same store inside sales growth of 0.3%, and a 34.2% increase in gasoline sales. Net sales for the 24 acquired supermarkets that have been closed, sold, or liquidated were $33.9 million during the 2010 year-to-date period, while net sales for the seven supermarkets under a Proposed Order by the FTC (described below) were $41.1 million.
Penn Traffic Update
Of the 55 acquired supermarkets the Company is currently operating, 48 have been converted to the Tops banner. As previously announced, on August 4, 2010, the FTC issued a Proposed Order requiring Tops to sell the seven remaining acquired supermarkets. The Proposed Order was subject to public comment until September 7, 2010, and Tops is now awaiting the approval of a Final Order by the FTC. Tops would then have three months to sell the seven stores to FTC-approved buyer(s). Third quarter 2010 net sales and operating income for these seven stores were $13.6 million and $0.2 million, respectively.
Fiscal 2010 Third Quarter Financial Results
Gross profit for the quarter increased 39.5% to $146.9 million from $105.3 million in the prior year period, primarily reflecting the addition of the Penn Traffic stores. As a percentage of net sales, gross profit improved 10 basis points to 28.3% due to sales mix, as none of the acquired Penn Traffic stores sell gasoline, which has lower gross profit margins.
Total operating expenses increased 42.8% to $140.5 million compared with $98.4 million in the third quarter of 2009. The increase was primarily driven by incremental costs associated with operating the acquired Penn Traffic supermarkets, including labor costs to complete the rebannering process and re-opening events, integration expenses, and higher advertising expense for customer communications related to the Penn Traffic acquisition.
Operating income was $6.4 million, or 1.2% of net sales, in the quarter, compared with $7.0 million, or 1.9% of net sales, in the prior year period.
Third quarter 2010 net interest expense increased $5.4 million to $14.4 million, primarily due to the Company’s October 2009 and February 2010 refinancing activities.
Net loss for the third quarter was $7.6 million compared with net loss of $0.9 million in the 2009 third quarter.
Supplemental Reporting on EBITDA and Adjusted EBITDA
To provide investors with greater understanding of our operating performance, in addition to the results measured in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we provide supplemental reporting on
EBITDA(1) and Adjusted EBITDA(2).
Adjusted EBITDA(2) for the third quarter of 2010 was up 54.9%, or $12.2 million, to $34.4 million, from $22.2 million for the fiscal 2009 third quarter. The increase in Adjusted EBITDA(2) primarily reflects the contribution from the newly acquired Penn Traffic stores. Adjusted EBITDA(2) for the 40-week period ended October 9, 2010 was $107.7 million, up 29.4%, or $24.4 million, from the $83.2 million reported in the corresponding period of fiscal 2009, again due to the contribution from the acquired stores.
     
(1), (2)  
See “Non-GAAP Financial Measures” for a discussion of EBITDA and Adjusted EBITDA and attached table for reconciliation to GAAP.
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Tops Holding Corporation Reports 39% Increase in Net Sales in Third Quarter 2010
November 22, 2010
Page 3 of 8
Strong Cash Generation
Tops generated cash from operations of $20.7 million for the 12-week period ended October 9, 2010, an increase of 111.2%, or $10.9 million, compared with cash generated from operations of $9.8 million for the comparable period in 2009. This reflects a $12.3 million improvement in the use of cash related to operating assets and liabilities as a result of effective management of working capital, as well as the incremental cash flows from the acquired stores.
Cash from operations for the 40-week period ended October 9, 2010 was $45.9 million, an increase of 8.9%, or $3.8 million, compared with cash generated from operations of $42.2 million for the comparable period in 2009. This reflects a $28.0 million improvement in the use of cash related to operating assets and liabilities as a result of effective management of working capital, as well as the incremental cash flows from the acquired stores. Included in the 2010 year-to-date operating cash flows were $28.8 million in cash expenditures associated with the Penn Traffic acquisition and integration.
During the third quarter of 2010, Tops received $3.8 million from the sale of certain acquired stores and other assets to third parties, resulting in year-to-date proceeds of $20.5 million.
Capital expenditures for the 40-week period ended October 9, 2010 were $34.3 million compared with $19.3 million for the prior year period. Store remodels and rebannering efforts made up the bulk of the 2010 expenditures.
As of October 9, 2010, there were no borrowings under the ABL facility, resulting in an unused commitment of $79.2 million (based upon the related borrowing base calculation), which included $12.8 million of letters of credit outstanding.
Conference Call
Tops will host a conference call on Tuesday, November 23, 2010 beginning at 11:00 a.m. Eastern Time. During the call, Frank Curci, President and Chief Executive Officer, Kevin Darrington, Chief Operating Officer and Chief Financial Officer, and Rick Mills, Senior Vice President, will review the financial and operating results for the 2010 third quarter ended October 9, 2010, and discuss Tops’ corporate strategy and outlook. A question-and-answer session will follow. The conference call can be accessed by dialing (201) 689-8471 and entering conference ID number 360088.
About Tops Holding Corporation
Tops Holding Corporation is the parent of Tops Markets, LLC, which is headquartered in Williamsville, NY with 132 full-service supermarkets — 127 corporate-owned and five franchise supermarkets. With approximately 12,700 associates, Tops is widely recognized as a strong retail supermarket brand name in Upstate New York and Northern Pennsylvania. The Company’s strategy is to build on its solid market share in the areas it operates by continuing to differentiate itself from competitors by offering quality products at affordable prices with superior customer service and by remaining an integral part of the community.
For more information about Tops Markets, visit the company’s website at www.topsmarkets.com.
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Tops Holding Corporation Reports 39% Increase in Net Sales in Third Quarter 2010
November 22, 2010
Page 4 of 8
Safe Harbor Statement
The information made available in this press release contains certain forward-looking statements which reflect Tops Holding Corporation and its wholly owned subsidiaries’ current view of future events, results of operations, cash flows, performance and business prospects, and opportunities. Wherever used, the words “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “will continue,” “will likely result,” “may,” and similar expressions identify forward-looking statements as such term is defined in the Securities Exchange Act of 1934. Any such forward-looking statements are subject to risks and uncertainties and the Company’s actual growth, results of operations, financial condition, cash flows, performance and business prospects, and opportunities could differ materially from historical results or current expectations. Some of these risks include, without limitation, the impact of economic and industry conditions, competition, food and drug safety issues, store expansion and remodeling, liquidity, labor relations issues, costs of providing employee benefits, regulatory matters, legal and administrative proceedings, information technology, security, severe weather, natural disasters and adverse climate changes, accounting matters, other risk factors relating to our business or industry and other risks detailed from time to time in the Securities and Exchange Commission Filings of Tops Holding Corporation. Forward-looking statements contained herein speak only as of the date made and, thus, Tops Holding Corporation and its wholly owned subsidiaries undertake no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments, or change circumstances or for any other reason.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, we provide information regarding EBITDA and Adjusted EBITDA. We define EBITDA as earnings before interest, taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted to exclude certain items that we believe are non-recurring in nature and are not indicative of future performance. We use EBITDA and Adjusted EBITDA to evaluate our operating performance and liquidity and they are among the primary measures used by management for planning and forecasting for future periods. We believe the presentation of these measures is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management and makes it easier to compare our results with other companies that have different financing and capital structures. See the last page of this release for a quantitative reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which we believe is net loss.
FINANCIAL TABLES FOLLOW.
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Tops Holding Corporation Reports 39% Increase in Net Sales in Third Quarter 2010
November 22, 2010
Page 5 of 8
TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)
(Unaudited)
                                 
    12-week periods ended     40-week periods ended  
    October 9, 2010     October 3, 2009     October 9, 2010     October 3, 2009  
 
                               
Inside sales
  $ 483,520     $ 344,074     $ 1,614,486     $ 1,187,511  
Gasoline sales
    36,339       29,142       112,221       83,650  
 
                       
Net sales
    519,859       373,216       1,726,707       1,271,161  
Cost of goods sold (excluding distribution costs)
    (362,206 )     (260,433 )     (1,201,152 )     (884,605 )
Distribution costs
    (10,752 )     (7,449 )     (34,262 )     (25,462 )
 
                       
Gross profit
    146,901       105,334       491,293       361,094  
 
                               
Operating expenses:
                               
Wages, salaries and benefits
    (70,871 )     (50,083 )     (238,377 )     (170,569 )
Selling and general expenses
    (24,381 )     (17,021 )     (80,188 )     (55,958 )
Administrative expenses (inclusive of stock-based compensation expense of $21, $153, $447 and $511)
    (19,670 )     (13,352 )     (82,172 )     (47,322 )
Rent expense
    (4,518 )     (2,997 )     (14,535 )     (9,731 )
Depreciation and amortization
    (15,090 )     (11,955 )     (48,804 )     (39,688 )
Advertising
    (5,923 )     (2,966 )     (18,278 )     (9,054 )
 
                       
Total operating expenses
    (140,453 )     (98,374 )     (482,354 )     (332,322 )
 
                       
 
                               
Operating income
    6,448       6,960       8,939       28,772  
 
                               
Bargain purchase
                16,716        
(Loss) gain on debt extinguishment
    (33 )           (1,041 )     505  
Interest expense, net
    (14,368 )     (8,992 )     (46,852 )     (31,966 )
 
                       
 
                               
Loss before income taxes
    (7,953 )     (2,032 )     (22,238 )     (2,689 )
 
                               
Income tax benefit
    397       1,159       10,768       1,289  
 
                       
 
                               
Net loss
  $ (7,556 )   $ (873 )   $ (11,470 )   $ (1,400 )
 
                       
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Tops Holding Corporation Reports 39% Increase in Net Sales in Third Quarter 2010
November 22, 2010
Page 6 of 8
TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)
(Unaudited)
                 
    October 9, 2010     January 2, 2010  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 16,601     $ 19,722  
Accounts receivable, net
    57,098       49,457  
Inventory, net
    121,585       82,272  
Prepaid expenses and other current assets
    13,611       13,535  
Income taxes refundable
    598       760  
Current deferred tax assets
    5,601       5,986  
 
           
Total current assets
    215,094       171,732  
 
               
Property and equipment, net
    381,362       333,416  
Intangible assets, net
    81,601       76,356  
Other assets
    14,189       11,344  
 
           
Total assets
  $ 692,246     $ 592,848  
 
           
 
               
Liabilities and Shareholders’ Deficit
               
Current liabilities:
               
Accounts payable
  $ 91,207     $ 68,462  
Accrued expenses and other current liabilities
    90,513       68,334  
Current portion of capital lease obligations
    10,603       8,186  
Current portion of long-term debt
    396       362  
 
           
Total current liabilities
    192,719       145,344  
 
               
Capital lease obligations
    174,044       175,340  
Long-term debt
    350,278       288,194  
Other long-term liabilities
    19,428       16,785  
Non-current deferred tax liabilities
    5,601       5,986  
 
           
Total liabilities
    742,070       631,649  
 
               
Shareholders’ deficit:
               
Common shares ($0.001 par value; 300,000 authorized shares at October 9, 2010, 200,000 authorized shares at January 2, 2010, 144,776 shares issued & outstanding at October 9, 2010, 100,000 shares issued & outstanding at January 2, 2010)
           
Paid-in capital
    (2,936 )     (3,383 )
Accumulated deficit
    (47,023 )     (35,553 )
Accumulated other comprehensive income, net of tax
    135       135  
 
           
Total shareholders’ deficit
    (49,824 )     (38,801 )
 
           
 
               
Total liabilities and shareholders’ deficit
  $ 692,246     $ 592,848  
 
           
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Tops Holding Corporation Reports 39% Increase in Net Sales in Third Quarter 2010
November 22, 2010
Page 7 of 8
TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)
(Unaudited)
                 
    40-week periods ended  
    October 9, 2010     October 3, 2009  
Cash flows provided by operating activities:
               
Net loss
  $ (11,470 )   $ (1,400 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation and amortization
    59,752       49,003  
Bargain purchase
    (16,716 )      
Deferred income taxes
    (10,585 )     (1,289 )
Amortization of deferred financing cost
    1,791       865  
Loss (gain) on debt extinguishment
    1,041       (505 )
Stock-based compensation expense
    447       511  
LIFO inventory valuation adjustment
    383       578  
Interest rate swap interest paid
          3,143  
Impact of interest rate swap on deferred tax assets
          (582 )
Change in fair value of interest rate swap
          (1,256 )
Other
    223        
Changes in operating assets and liabilities:
               
Increase in accounts receivable
    (7,641 )     (7,278 )
Increase in inventories
    (7,779 )     (1,772 )
Decrease (increase) in prepaid expenses and other current assets
    2,278       (1,774 )
Decrease (increase) in income taxes refundable
    162       (790 )
Increase in accounts payable
    22,397       7,700  
Increase (decrease) in accrued expense and other current liabilities
    9,265       (7,337 )
Increase in other long-term liabilities
    2,390       4,368  
 
           
Net cash provided by operating activities
    45,938       42,185  
 
           
 
               
Cash flows used in investing activities:
               
Acquisition of The Penn Traffic Company
    (85,023 )      
Cash paid for property and equipment
    (34,280 )     (19,336 )
Proceeds from sale of assets
    20,738        
Interest rate swap interest paid
          (3,143 )
 
           
Net cash used in investing activities
    (98,565 )     (22,479 )
 
           
 
               
Cash flows provided by (used in) financing activities:
               
Proceeds from long-term debt borrowings
    112,125        
Repayment of long-term debt borrowings
    (36,283 )     (23,651 )
Borrowings on ABL Facility
    191,400        
Repayments on ABL Facility
    (205,400 )      
Proceeds from issuance of common stock
    30,000        
Dividend to shareholders
    (30,000 )      
Principal payments on capital leases
    (7,007 )     (5,518 )
Deferred financing costs incurred
    (5,677 )     (437 )
Change in bank overdraft position
    348       (169 )
 
           
Net cash provided by (used in) financing activities
    49,506       (29,775 )
 
           
 
               
Net decrease in cash and cash equivalents
    (3,121 )     (10,069 )
Cash and cash equivalents at beginning of period
    19,722       30,319  
 
           
Cash and cash equivalents at end of period
  $ 16,601     $ 20,250  
 
           
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Tops Holding Corporation Reports 39% Increase in Net Sales in Third Quarter 2010
November 22, 2010
Page 8 of 8
TOPS HOLDING CORPORATION
RECONCILIATION OF GAAP NET LOSS TO EBITDA AND ADJUSTED EBITDA

(Dollars in thousands)
(Unaudited)
                                 
    12-week periods ended     40-week periods ended  
    October 9, 2010     October 3, 2009     October 9, 2010     October 3, 2009  
 
                               
Net loss
  $ (7,556 )   $ (873 )   $ (11,470 )   $ (1,400 )
Depreciation and amortization
    19,042       14,886       59,752       49,003  
Interest expense
    14,368       8,992       46,852       31,966  
Income tax benefit
    (397 )     (1,159 )     (10,768 )     (1,289 )
 
                       
EBITDA
    25,457       21,846       84,366       78,280  
 
                       
 
                               
Adjustments to EBITDA:
                               
One-time Penn Traffic integration costs (a)
    4,565             21,092        
Excess IT costs (b)
    1,867             6,229        
LIFO inventory valuation adjustments (c)
    467       (297 )     383       578  
One-time Penn Traffic acquisition costs (d)
    377             5,087        
Stock-based compensation expense (e)
    55       153       845       511  
Loss (gain) on debt extinguishment (f)
    33             1,041       (505 )
FTC review costs (g)
    30             2,077        
Sold/closed stores negative EBITDA (h)
    6             1,295        
Bargain purchase (i)
                (16,716 )      
Excess TSA costs (j)
                      3,082  
Other one-time expenses (k)
    1,577       522       1,961       1,265  
 
                       
 
                               
Total adjustments to EBITDA
    8,977       378       23,294       4,931  
 
                       
Adjusted EBITDA
  $ 34,434     $ 22,224     $ 107,660     $ 83,211  
 
                       
     
Notes:  
 
(a)   Transition expenses associated with integrating the acquired Penn Traffic supermarkets, including excess administrative costs while operating the former Penn Traffic corporate office and warehouse, training costs, consulting services and other one-time expenses.
 
(b)   Effective July 24, 2010, Tops amended its existing IT outsourcing agreement with HP Enterprise Services, LLC, which will result in an elimination of annual excess IT costs of $8.1 million.
 
(c)   Eliminates the non-cash impact of last-in, first-out (“LIFO”) accounting, which represents the difference between certain inventories valued under the first-in, first-out (“FIFO”) inventory method and the LIFO inventory method.
 
(d)   One-time legal and professional fees incurred in connection with the Penn Traffic acquisition.
 
(e)   Non-cash compensation costs related to stock option grants.
 
(f)   Debt forgiveness (fiscal 2009) and the write-off of deferred financing fees associated with early repayments related to the Company’s credit facilities.
 
(g)   One-time legal and professional fees incurred in connection with the FTC’s review of the acquired Penn Traffic supermarkets.
 
(h)   Represents EBITDA of the 24 acquired Penn Traffic supermarkets that have been sold, closed, or liquidated.
 
(i)   Represents the excess of net assets acquired over the $85.0 million purchase price of Penn Traffic.
 
(j)   Costs incurred related to the Transition Services Agreement (“TSA”) with Ahold that were in excess of costs to provide the same administrative services on a stand-alone basis. TSA payments ended in March 2009.
 
(k)   Other one-time non-recurring items.

 

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