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8-K - FORM 8-K - Tops Holding LLC | c18372e8vk.htm |
Exhibit 99.1
NEWS RELEASE |
For more information contact: |
Rick Mills, SVP & Chief Financial Officer |
Phone: (716) 635-5000 |
Email: wmills@topsmarkets.com |
FOR IMMEDIATE RELEASE |
Tops Holding Corporation Reports 8% Increase in Net Sales
in First Quarter 2011
in First Quarter 2011
| Total inside sales (supermarket excluding gasoline) grew 5.6% to $658.9 million in the first quarter of fiscal 2011, driven by same store sales growth and the benefit of four additional weeks of operations from the acquired Penn Traffic supermarkets | ||
| Same store sales increased 3.6% as the Companys sales and marketing programs drive traffic into stores | ||
| EBITDA increased 10.3% to $37.9 million in fiscal 2011 first quarter | ||
| Cash from operations of $22.3 million generated in fiscal 2011 first quarter |
WILLIAMSVILLE, NY, June 6, 2011 Tops Holding Corporation (Tops or the Company), the parent
of Tops Markets, LLC, a leading supermarket retailer with 128 corporate and 5 franchise locations
serving the Upstate New York and Northern Pennsylvania regions, today reported financial results
for the Companys first quarter (16-week period) ended April 23, 2011. These reported results
include the impact of the January 29, 2010 acquisition of substantially all assets and certain
liabilities of The Penn Traffic Company and its subsidiaries (Penn Traffic), including 55
supermarkets that have been retained by Tops.
Frank Curci, Tops President and CEO, commented, Our strong results demonstrate the strength of
our strategy to build our franchise, succeed in our markets by understanding our customers and
create value with our sales and marketing approach. We believe we have been highly effective with
the integration and conversion of the Penn Traffic stores into our well-known Tops brand, while our
steady increase in the number of fuel stations available to our customers and our relentless focus
on upgrading and redesigning our stores to keep them fresh and innovative are contributing to our
growth.
Fiscal 2011 First Quarter Financial Results
Net sales of $717.3 million in the first quarter of fiscal 2011 (16-week period ended April 23,
2011) increased $52.2 million, or 7.9%, from $665.0 million in the first quarter of fiscal 2010
(16-week period ended April 24, 2010).
Inside sales were $658.9 million in the fiscal 2011 first quarter, up $34.9 million, or 5.6%,
compared with the same period in the prior year. The increase in inside sales reflects an
additional four weeks of operations for the 55 Penn Traffic supermarkets that had been retained and
operated through the end of the quarter, combined with the added results of a new Tops supermarket
that was opened in the summer of 2010, and a 3.6% increase in same store sales. Also impacting the
year-over-year results was $33.0 million in net sales that was reported in the prior year first
quarter for the 24 acquired supermarkets that were either sold or
closed in 2010.
Gasoline sales increased $17.3 million, or 42.2%, to $58.4 million in the fiscal 2011 first
quarter, reflecting a 23.4% increase in the retail price per gallon and a 15.2% increase in the
number of gallons sold. The increase in gallons sold was primarily attributable to four new gas
stations that were opened since the fiscal 2010 first quarter.
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Tops Holding Corporation Reports 8% Increase in Net Sales in First Quarter 2011
June 6, 2011
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June 6, 2011
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The fluctuation in sales compared with last years quarter is summarized as follows, in
thousands:
Inside sales: |
||||||||
Increase in same store sales |
$ | 21,053 | 3.2 | % | ||||
Increase from incremental stores |
13,873 | 2.1 | % | |||||
Gasoline sales: |
||||||||
Pricing increase |
9,603 | 1.4 | % | |||||
Volume increase |
7,715 | 1.2 | % | |||||
TOTAL |
$ | 52,244 | 7.9 | % |
Gross profit for the quarter increased 4.4% to $202.4 million from $193.8 million in the prior year
period, primarily reflecting the extra four week contribution of the Penn Traffic stores. As a
percentage of net sales, gross profit declined 90 basis points to 28.2% due to a higher proportion
of gasoline sales versus inside sales, where gasoline sales generally occur at lower margin rates.
Total operating expenses for the quarter improved to $184.8 million, compared with $196.6 million
in the prior year period. Last years first quarter was impacted
by $17.4 million in costs associated with the Penn Traffic acquisition and integration. Depreciation
and amortization declined $3.7 million as certain assets became fully depreciated during the latter
part of 2010.
Operating income for the quarter was $17.6 million, or 2.5% of net sales, a considerable
improvement from an operating loss of $2.9 million in the prior year period. The 24 stores that
were closed or sold contributed an operating loss of $0.2 million during the 2010 first quarter.
Rick Mills, Senior Vice President and Chief Financial Officer, noted, Our solid operating income
is an excellent indicator of our ability to leverage our system with increased volume. As we
effectively capitalize on the strength of the Tops brand to build our store traffic while
continually finding ways to improve our productivity, we expect we can continue to strengthen
margins and drive strong cash generation.
In the fiscal 2010 first quarter, Tops recognized a non-cash gain of $15.7 million on the Penn
Traffic acquisition due to the excess of net assets acquired over the purchase price. This bargain
purchase was partially attributable to the distressed status of Penn Traffic due to historical
operating results, which led to its November 2009 bankruptcy filing.
Net interest expense increased $0.9 million in the fiscal 2011 first quarter, reflecting the
incremental interest expense related to the February 2010 financing activities.
Net loss for the quarter was $2.1 million, compared with net income of $3.3 million in the prior
year period. The fiscal 2010 first quarter net income reflects an income tax benefit of $9.9
million resulting from the $10.3 million reversal of valuation allowance that was established in
fiscal 2009.
FTC Update
As previously announced, in August 2010, the Federal Trade Commission (FTC) issued a Proposed
Order that would require Tops to sell seven of the retained supermarkets. In May 2011, Tops
petitioned the FTC to approve an agreement to sell three of these supermarkets, which is subject to
a 30-day comment period ending June 6, 2011. We are currently unable to determine the likelihood
that the FTC will approve this agreement. As part of a Final Order from the FTC, the Company will
be required to retain a divestiture trustee to market the supermarkets subject to the Proposed
Order that have not otherwise been sold. Net sales and operating loss for these seven
supermarkets were $17.2 million and $0.1 million, respectively, for the fiscal 2011 first quarter.
All of the 55 acquired supermarkets the Company is currently operating have been converted to the
Tops banner, except for the seven supermarkets under the FTC Proposed Order.
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Tops Holding Corporation Reports 8% Increase in Net Sales in First Quarter 2011
June 6, 2011
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June 6, 2011
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Supplemental Reporting on EBITDA and Adjusted EBITDA
To provide investors with greater understanding of its operating performance, in addition to the
results measured in accordance with U.S. Generally Accepted Accounting Principles (GAAP), Tops
provides supplemental reporting on EBITDA(1) and Adjusted EBITDA(2).
Fiscal 2011 first quarter EBITDA(1) was $37.9 million, up $3.5 million, or 10.3%, from
$34.4 million for the fiscal 2010 first quarter, reflecting the additional four weeks of
contribution from the acquired Penn Traffic supermarkets. Fiscal 2011 first quarter Adjusted
EBITDA(2)
was $38.8 million, an increase from $38.4 million reported for the fiscal
2010 first quarter, which included many one-time acquisition-related expenses for Penn Traffic.
(1), (2) | See Non-GAAP Financial Measures for a discussion of EBITDA and Adjusted EBITDA and the attached table for a reconciliation to GAAP. |
Strong Cash Generation
Cash provided by operating activities during the 16-week period ending April 23, 2011 was $22.3
million, compared with cash used in operating activities of
$3.6 million for the 16-week period ended April
24, 2010. The increase was primarily due to an $7.7 million improvement in cash from changes in
operating assets and liabilities due to the more effective management of working capital. In
addition, the prior year period was impacted by cash expenditures of $15.1 million related to
integration costs and one-time legal and professional fees related to Penn Traffic.
Capital
expenditures for the first quarter of fiscal 2011 were $17.0 million, compared with $8.8
million for the prior year period, and were primarily related to store remodels. The Company
expects to invest approximately $40 million in capital expenditures over the next twelve months.
Mr. Curci concluded, Although there are subtle indications of an improving economy, we continue to
see a very challenging operating environment with a combination of high unemployment and rising
prices. We are working hard to contain price increases for our customers through strong purchasing
practices and continued productivity improvements. Nonetheless, we are very excited about our
future as we plan to expand the number of stores in our markets, continue to remodel existing
stores while developing our distinctive, smaller neighborhood stores and finding new, innovative
ways to reach our consumers.
As of April 23, 2011, the unused commitment under the Companys ABL facility was $54.3 million,
after giving effect to $14.2 million in use for letters of credit. The Company believes that cash
generated from operations and the ABL facility will be sufficient to meet cash requirements for
2011.
Conference Call
Tops will host a conference call on Tuesday, June 7, 2011 beginning at 11:00 a.m. Eastern Time.
During the call, Frank Curci, President and Chief Executive Officer, Rick Mills, Senior Vice
President and Chief Financial Officer, and Kevin Darrington, Chief Operating Officer, will review
the financial and operating results for the first quarter ended April 23, 2011, 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.
To listen to a replay of the call, dial (858) 384-5517, and enter replay pin number 373077. The
replay will be available from 2:00 p.m. Eastern Time the day of the teleconference until 11:59 p.m.
Eastern Time, Tuesday, June 21, 2011.
About Tops Holding Corporation
Tops is the parent of Tops Markets, LLC, which is headquartered in Williamsville, NY, and operates
128 corporate full-service supermarkets and an additional 5 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 Companys 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.
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Tops Holding Corporation Reports 8% Increase in Net Sales in First Quarter 2011
June 6, 2011
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June 6, 2011
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For more
information about Tops Markets, visit the companys website at
www.topsmarkets.com.
Safe Harbor Statement
The information made available in this news release contains certain forward-looking statements
which reflect Tops and its wholly owned subsidiaries current view of future events, results of
operations, cash flows, performance, 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 Companys actual growth, results of operations, financial condition, cash
flows, performance, 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. Forward-looking statements contained herein speak only as of the date
made and, thus, Tops 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 changed 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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June 6, 2011
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TOPS HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
16-week periods ended | ||||||||
April 23, 2011 | April 24, 2010 | |||||||
Net sales |
$ | 717,259 | $ | 665,015 | ||||
Cost of goods sold |
(500,744 | ) | (458,168 | ) | ||||
Distribution costs |
(14,163 | ) | (13,088 | ) | ||||
Gross profit |
202,352 | 193,759 | ||||||
Operating expenses: |
||||||||
Wages, salaries and benefits |
(98,982 | ) | (94,279 | ) | ||||
Selling and general expenses |
(33,383 | ) | (31,763 | ) | ||||
Administrative expenses (inclusive of stock-based
compensation expense of $348 and $244) |
(25,483 | ) | (39,979 | ) | ||||
Rent expense, net |
(5,903 | ) | (5,837 | ) | ||||
Depreciation and amortization |
(15,041 | ) | (18,730 | ) | ||||
Advertising |
(5,990 | ) | (6,053 | ) | ||||
Total operating expenses |
184,782 | (196,641 | ) | |||||
Operating income (loss) |
17,570 | (2,882 | ) | |||||
Bargain purchase |
| 15,681 | ||||||
Loss on debt extinguishment |
| (1,008 | ) | |||||
Interest expense, net |
(19,291 | ) | (18,410 | ) | ||||
Loss before income taxes |
(1,721 | ) | (6,619 | ) | ||||
Income tax (expense) benefit |
(367 | ) | 9,913 | |||||
Net (loss) income |
$ | (2,088 | ) | $ | 3,294 | |||
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June 6, 2011
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TOPS HOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share amounts)
(Unaudited)
April 23, 2011 | January 1, 2011 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 24,712 | $ | 17,419 | ||||
Accounts receivable, net |
56,880 | 57,044 | ||||||
Inventory, net |
118,703 | 117,328 | ||||||
Prepaid expenses and other current assets |
15,229 | 14,093 | ||||||
Assets held for sale |
| 650 | ||||||
Income taxes refundable |
186 | 200 | ||||||
Current deferred tax assets |
2,265 | 2,265 | ||||||
Total current assets |
217,975 | 208,999 | ||||||
Property and equipment, net |
376,005 | 378,575 | ||||||
Intangible assets, net |
76,343 | 79,072 | ||||||
Other assets |
12,959 | 13,705 | ||||||
Total assets |
$ | 683,282 | $ | 680,351 | ||||
Liabilities and Shareholders Deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 113,065 | $ | 93,311 | ||||
Accrued expenses and other current liabilities |
61,324 | 79,123 | ||||||
Current portion of capital lease obligations |
11,649 | 11,095 | ||||||
Current portion of long-term debt |
407 | 402 | ||||||
Total current liabilities |
186,445 | 183,931 | ||||||
Capital lease obligations |
168,488 | 172,216 | ||||||
Long-term debt |
370,250 | 365,262 | ||||||
Other long-term liabilities |
21,649 | 21,099 | ||||||
Non-current deferred tax liabilities |
3,701 | 3,354 | ||||||
Total liabilities |
750,533 | 745,862 | ||||||
Shareholders deficit: |
||||||||
Common shares ($0.001 par value; 300,000 authorized shares,
144,776 issued & outstanding) |
| | ||||||
Paid-in capital |
(2,320 | ) | (2,668 | ) | ||||
Accumulated deficit |
(64,595 | ) | (62,507 | ) | ||||
Accumulated other comprehensive loss, net of tax |
(336 | ) | (336 | ) | ||||
Total shareholders deficit |
(67,251 | ) | (65,511 | ) | ||||
Total liabilities and shareholders deficit |
$ | 683,282 | $ | 680,351 | ||||
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TOPS HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
16-week periods ended | ||||||||
April 23, 2011 | April 24, 2011 | |||||||
Cash flows provided by (used in) operating activities: |
||||||||
Net (loss) income |
$ | (2,088 | ) | $ | 3,294 | |||
Adjustments to reconcile net (loss) income to net cash provided by
(used in) operating activities: |
||||||||
Depreciation and amortization |
20,318 | 22,567 | ||||||
Amortization of deferred financing costs |
803 | 679 | ||||||
LIFO inventory valuation adjustments |
(663 | ) | (1,106 | ) | ||||
Stock-based compensation expense |
348 | 244 | ||||||
Deferred income taxes |
347 | (10,288 | ) | |||||
Bargain purchase |
| (15,681 | ) | |||||
Loss on debt extinguishment |
| 1,008 | ||||||
Other |
115 | 314 | ||||||
Changes in operating assets and liabilities: |
||||||||
Decrease (increase) in accounts receivable |
164 | (1,364 | ) | |||||
Increase in
inventory, net |
(712 | ) | (1,028 | ) | ||||
Increase in prepaid expenses and other current assets |
(1,136 | ) | (601 | ) | ||||
Decrease in income taxes refundable |
14 | | ||||||
Increase in accounts payable |
20,044 | 1,428 | ||||||
Decrease in accrued expenses and other current liabilities |
(15,776 | ) | (3,463 | ) | ||||
Increase in other long-term liabilities |
525 | 411 | ||||||
Net cash provided by (used in) operating activities |
22,303 | (3,586 | ) | |||||
Cash flows used in investing activities: |
||||||||
Cash paid for property and equipment |
(16,954 | ) | (8,779 | ) | ||||
Proceeds from sale of assets |
650 | 14,919 | ||||||
Acquisition of Penn Traffic assets |
| (85,023 | ) | |||||
Net cash used in investing activities |
(16,304 | ) | (78,883 | ) | ||||
Cash flows provided by financing activities: |
||||||||
Borrowings on ABL Facility |
220,800 | 58,100 | ||||||
Repayments on ABL Facility |
(215,800 | ) | (72,100 | ) | ||||
Principal payments on capital leases |
(3,233 | ) | (2,670 | ) | ||||
Proceeds from long-term debt borrowings |
| 112,125 | ||||||
Repayments of long-term debt borrowings |
(126 | ) | (36,113 | ) | ||||
Change in bank overdraft position |
(290 | ) | 323 | |||||
Deferred financing costs incurred |
(57 | ) | (4,782 | ) | ||||
Proceeds from issuance of common stock |
| 30,000 | ||||||
Net cash provided by financing activities |
1,294 | 84,883 | ||||||
Net increase in cash and cash equivalents |
7,293 | 2,414 | ||||||
Cash and cash equivalentsbeginning of period |
17,419 | 19,722 | ||||||
Cash and cash equivalentsend of period |
$ | 24,712 | $ | 22,136 | ||||
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June 6, 2011
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TOPS HOLDING CORPORATION
RECONCILIATION OF GAAP NET (LOSS) INCOME TO EBITDA AND ADJUSTED EBITDA
(Dollars in thousands)
(Unaudited)
RECONCILIATION OF GAAP NET (LOSS) INCOME TO EBITDA AND ADJUSTED EBITDA
(Dollars in thousands)
(Unaudited)
16-week periods ended | ||||||||
April 23, 2011 | April 24, 2010 | |||||||
Net (loss) income |
$ | (2,088 | ) | $ | 3,294 | |||
Depreciation and amortization |
20,318 | 22,567 | ||||||
Interest expense |
19,291 | 18,410 | ||||||
Income tax expense (benefit) |
367 | (9,913 | ) | |||||
EBITDA |
37,888 | 34,358 | ||||||
Adjustments to EBITDA: |
||||||||
LIFO inventory valuation adjustments (a) |
(663 | ) | (1,106 | ) | ||||
Stock-based compensation expense (b) |
542 | 452 | ||||||
FTC review costs (c) |
276 | 2,064 | ||||||
Bargain purchase (d) |
| (15,681 | ) | |||||
One-time Penn Traffic integration costs (e) |
| 10,872 | ||||||
One-time Penn Traffic acquisition costs (f) |
| 4,431 | ||||||
Excess IT costs (g) |
| 1,946 | ||||||
Loss on debt extinguishment (h) |
| 1,008 | ||||||
Sold/closed stores EBITDA (i) |
| (157 | ) | |||||
Other one-time expenses (j) |
719 | 245 | ||||||
Total adjustments to EBITDA |
874 | 4,074 | ||||||
Adjusted EBITDA |
$ | 38,762 | $ | 38,432 | ||||
Notes:
(a) | 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. | |
(b) | Non-cash compensation costs related to stock option grants. | |
(c) | One-time legal and professional fees incurred in connection with the FTCs review of the acquired Penn Traffic supermarkets. | |
(d) | Represents the excess of net assets acquired over the $85.0 million purchase price of Penn Traffic. | |
(e) | 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. | |
(f) | One-time legal and professional fees incurred in connection with the Penn Traffic acquisition. | |
(g) | 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. | |
(h) | Write-off of deferred financing fees associated with early repayments of the Companys credit facilities. | |
(i) | Represents EBITDA of the 24 acquired Penn Traffic supermarkets that have been sold or closed. | |
(j) | Other one-time non-recurring items. |
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