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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~APRIL~~JULY 2114, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 333-168065

TOPS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		26-1252536
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6363 Main Street, Williamsville, New York 14221		(716) 635-5000
(Address of principal executive office, including zip code)		(Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~June~~August 427, 2012, 144,776 shares of common stock of the registrant were outstanding.

TOPS HOLDING CORPORATION

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION (Unaudited)
ITEM 1.	FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets as of April 21, 2012 and December 31, 2011	1
	Condensed Consolidated Balance Sheets as of July 14, 2012 and December 31, 2011	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the 16-week periods ended April 21, 2012 and April 23, 2011	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the 12-week and 28-week periods ended July 14, 2012 and July 16, 2011	2
	Condensed Consolidated Statements of Cash Flows for the 16-week periods ended April 21, 2012 and April 23, 2011	3
	Condensed Consolidated Statements of Cash Flows for the 28-week periods ended July 14, 2012 and July 16, 2011	3
	Notes to Condensed Consolidated Financial Statements	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1520
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2028
ITEM 4.	CONTROLS AND PROCEDURES	2129
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	2129
ITEM 1A.	RISK FACTORS	2129
ITEM 6.	EXHIBITS	2230
SIGNATURE		2230

PART I – FINANCIAL INFORMATION (Unaudited)

ITEM 1. FINANCIAL STATEMENTS

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	April 21,2012			December 31,2011
	July 14, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	2053,~~184~~971		$	19,181
Accounts receivable, net		4853,~~125~~156			55,987
Inventory, net		~~114~~118,~~606~~629			115,309
Prepaid expenses and other current assets		1610,~~488~~758			12,990
Income taxes refundable		~~155~~116			285
Current deferred tax assets		1,971			1,971
Total current assets		~~201~~238,~~529~~601			205,723
Property and equipment, net		~~348~~340,~~715~~489			358,263
Intangible assets, net (Note 3)		6968,~~910~~270			72,125
Other assets		109,~~241~~581			11,101
Total assets	$	~~630~~656,~~395~~941		$	647,212
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	7986,~~130~~513		$	75,608
Accrued expenses and other current liabilities (Note 4)		5970,~~759~~773			74,677
Current portion of capital lease obligations		13,151			12,701
Current portion of capital lease obligations (Note 5)		13,465			12,701
Current portion of long-term debt (Note 6)		~~394~~351			434
Total current liabilities		~~152~~171,~~434~~102			163,420
Capital lease obligations		155,974			159,814
Capital lease obligations (Note 5)		152,723			159,814
Long-term debt (Note 6)		350,~~286~~337			355,240
Other long-term liabilities		2526,~~483~~502			23,893
Non-current deferred tax liabilities		4,~~679~~976			4,309
Total liabilities		~~688~~705,~~856~~640			706,676
Commitments and contingencies (Note 10)
Shareholders’ deficit:
Common shares ($0.001 par value; 300,000 authorized shares, 144,776 shares issued and outstanding as of April 21, 2012 and December 31, 2011)		—			—
Common shares ($0.001 par value; 300,000 authorized shares, 144,776 shares issued and outstanding as of July 14, 2012 and December 31, 2011)		—			—
Paid-in capital		(~~1,176~~912	)		(1,528	)
Accumulated deficit		(5646,~~024~~526	)		(56,675	)
Accumulated other comprehensive loss, net of tax		(1,261	)		(1,261	)
Total shareholders’ deficit		(5848,~~461~~699	)		(59,464	)
Total liabilities and shareholders’ deficit	$	~~630~~656,~~395~~941		$	647,212

See notes to unaudited condensed consolidated financial statements.

- 1 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

(Unaudited)

	16-week periods ended
	12-week periods ended						28-week periods ended
	April 21,2012			April 23,2011
	July 14, 2012			July 16, 2011			July 14, 2012			July 16, 2011
Net sales	$	~~704~~562,~~380~~361		$	~~717~~559,~~259~~514		$	1,266,741		$	1,276,773
Cost of goods sold		(~~490~~390,~~707~~514	)		(~~500~~395,~~744~~139	)		(881,221	)		(895,883	)
Distribution costs		(1311,~~767~~511	)		(149,~~163~~393	)		(25,278	)		(23,556	)
Gross profit		~~199~~160,~~906~~336			~~202~~154,~~352~~982			360,242			357,334
Operating expenses:
Wages, salaries and benefits		(9975,~~230~~125	)		(9876,~~982~~356	)		(174,355	)		(175,338	)
Selling and general expenses		(2922,~~818~~400	)		(3323,~~383~~438	)		(52,218	)		(56,821	)
Administrative expenses (inclusive of share-based compensation expense of $352 and $348)		(23,870	)		(25,483	)
Administrative expenses (inclusive of share-based compensation expense of $264, $264, $616 and $612)		(18,543	)		(18,019	)		(42,413	)		(43,502	)
Rent expense, net		(53,~~980~~568	)		(54,~~903~~212	)		(9,548	)		(10,115	)
Depreciation and amortization		(1612,~~029~~023	)		(1511,~~041~~746	)		(28,052	)		(26,787	)
Advertising		(5,~~646~~118	)		(54,~~990~~412	)		(10,764	)		(10,402	)
Total operating expenses		(180,573	)		(184,782	)
Impairment		—			(1,891	)		—			(1,891	)
Operating income		19,333			17,570
Total operating expenses		(136,777	)		(140,074	)		(317,350	)		(324,856	)
Interest expense, net		(18,312	)		(19,291	)
Operating income		23,559			14,908			42,892			32,478
Income (loss) before income taxes		1,021			(1,721	)
Interest expense, net		(13,709	)		(14,297	)		(32,021	)		(33,588	)
Income tax expense		(370	)		(367	)
Income (loss) before income taxes		9,850			611			10,871			(1,110	)
Net income (loss)		651			(2,088	)
Income tax expense		(352	)		(318	)		(722	)		(685	)
Other comprehensive income:
Net income (loss)		9,498			293			10,149			(1,795	)
Retirement obligations adjustments		—			—
Other comprehensive income		—			—			—			—
Comprehensive income (loss)	$	~~651~~9,498		$	~~(2,088~~293	)	$	10,149		$	(1,795	)

See notes to unaudited condensed consolidated financial statements.

- 2 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	16-week periods ended
	28-week periods ended
	April 21,2012			April 23,2011
	July 14, 2012			July 16, 2011
Cash flows provided by operating activities:
Net income (loss)	$	~~651~~10,149		$	(21,~~088~~795	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2036,~~850~~331			2035,~~318~~729
LIFO inventory valuation adjustments		2,176			(663	)
Amortization of deferred financing costs		1,520			1,411
Amortization of deferred financing costs		860			803
LIFO inventory valuation adjustments		794			2,161
Deferred income taxes		~~370~~667			~~347~~665
Share-based compensation expense		~~352~~616			~~348~~612
Other		(526	)		115
Impairment		—			1,891
Other		(554	)		255
Changes in operating assets and liabilities:
Decrease in accounts receivable		7,862			164
Decrease in accounts receivable, net		2,831			1,467
Increase in inventories		(1,473	)		(712	)
Increase in inventory, net		(4,114	)		(3,713	)
Increase in prepaid expenses and other current assets		(3,498	)		(1,136	)
Decrease in prepaid expenses and other current assets		2,232			4,407
Decrease in income taxes refundable		130			14
Decrease (increase) in income taxes refundable		169			(3	)
Increase in accounts payable		3,704			20,044
Increase (decrease) in accounts payable		10,724			(3,909	)
Decrease in accrued expenses and other current liabilities		(143,~~180~~196	)		(152,~~776~~853	)
Increase in other long-term liabilities		1,563			525
Increase (decrease) in other long-term liabilities		2,529			(1,271	)
Net cash provided by operating activities		1860,~~841~~698			2235,~~303~~054
Cash flows used in investing activities:
Cash paid for property and equipment		(915,~~442~~200	)		(1625,~~954~~908	)
Proceeds from insurable loss recovery		~~779~~1,150			—
Proceeds from sale of assets		—			650
Net cash used in investing activities		(814,~~663~~050	)		(1625,~~304~~258	)
Cash flows (used in) provided by financing activities:
Cash flows used in financing activities:
Borrowings on ABL Facility		4366,~~500~~600			~~220~~356,~~800~~300
Repayments on ABL Facility		(4871,~~500~~600	)		(~~215~~358,800	)
Principal payments on capital leases		(36,~~852~~789	)		(35,~~233~~803	)
Repayments of long-term debt borrowings		(~~141~~250	)		(~~126~~227	)
Change in bank overdraft position		~~(182~~181	)		~~(290~~8	)
Deferred financing costs incurred		—			(57	)
Net cash (used in) provided by financing activities		(9,175	)		1,294
Net cash used in financing activities		(11,858	)		(8,579	)
Net increase in cash and cash equivalents		134,~~003~~790			71,~~293~~217
Cash and cash equivalents-beginning of period		19,181			17,419
Cash and cash equivalents-end of period	$	2053,~~184~~971		$	2418,~~712~~636

See notes to unaudited condensed consolidated financial statements.

- 3 -

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION

The Company

Tops Holding Corporation (“Holding” or “Company”) is the parent of Tops Markets, LLC (“Tops Markets”). Holding was incorporated on October 5, 2007 and commenced operations on December 1, 2007. Holding is owned by various funds affiliated with Morgan Stanley Private Equity, an affiliate of Morgan Stanley & Co., Incorporated (“Morgan Stanley”), Graycliff Partners (“Graycliff”) (formerly, HSBC Private Equity Partners), two minority investors and a company employee. Holding has no other business operations as its sole purpose is the ownership of Tops Markets. The Company operates as a food retailer in Upstate New York and Northern Pennsylvania under the banner Tops. As of ~~April~~July 2114, 2012, the Company operated 124 supermarkets with an additional five supermarkets operated by franchisees.

Accounting Policies

The summary of significant accounting policies is included in Note 1 to the audited consolidated financial statements of Tops Holding Corporation for the fiscal year ended December 31, 2011, which appear in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 29, 2012.

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements for Form 10-Q, and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. The condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions have been eliminated.

The Company’s operates ~~condensed~~on ~~consolidated~~a ~~financial~~52/53 week ~~statements for~~fiscal year ending on the ~~16-week~~Saturday ~~periods~~closest ~~ended~~to ~~April~~December ~~21,~~31. ~~2012~~Fiscal ~~and~~years ~~April 23,~~include ~~2011~~13 ~~are~~four-week ~~unaudited,~~reporting ~~and~~periods, inwith ~~the~~an ~~opinion~~additional ofweek ~~management,~~in ~~contain~~the ~~all~~thirteenth ~~adjustments~~reporting ~~that~~period ~~are~~for of53-week afiscal ~~normal~~years. ~~and~~The ~~recurring~~first ~~nature~~quarter of ~~necessary~~each ~~for~~fiscal ayear ~~fair~~includes ~~statement~~four ofreporting ~~financial~~periods, ~~position~~while ~~and results~~the ofremaining ~~operations~~quarters ~~for~~include ~~such~~three reporting periods.

The Company’s condensed consolidated financial statements for the 12 and 28-week periods ended July 14, 2012 and July 16, 2011 are unaudited, and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary for a fair statement of financial position and results of operations for such periods.

Segments

As of ~~April~~July 2114, 2012, the Company operated 124 supermarkets with an additional five supermarkets operated by franchisees. The 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. The Company has concluded that each individual supermarket is an operating segment. As of ~~April~~July 2114, 2012, 79 of the supermarkets ~~offer~~offered pharmacy services and 4344 fuel centers were in operation, inclusive of the franchise locations. The Company’s ~~retail~~ retail operations, which represent substantially all of the Company’s consolidated sales, earnings and total assets, are its only reportable segment.

These operating segments have been aggregated into one reportable segment because, in the Company’s judgment, the operating segments have similar historical economic characteristics and are expected to have similar economic characteristics and long-term financial performance in the future. The principal measures and factors considered in determining whether the economic characteristics are similar are gross profit percentages, capital expenditures, competitive risks and employee labor agreements. In addition, each operating segment has similar products and types of customers, similar methods of distribution and a similar regulatory environment.

- 4 -

The following table presents sales revenue by type of similar product (dollars in thousands):

	16-week period endedApril 21, 2012					16-week period endedApril 23, 2011
	12-week periods ended										28-week periods ended
	Amount		% ofTotal			Amount		% ofTotal
	July 14, 2012					July 16, 2011					July 14, 2012					July 16, 2011
Non-perishables(1)	$	398,406		56.6	%	$	410,210		57.2	%
	Amount		% ofTotal			Amount		% ofTotal			Amount		% ofTotal			Amount		% ofTotal
Perishables(2)		184,000		26.1	%		188,658		26.3	%
Non- perishables(1)	$	310,620		55.2	%	$	308,003		55.0	%	$	709,027		56.0	%	$	718,213		56.2	%
Fuel		64,886		9.2	%		58,366		8.1	%
Perishables(2)		157,382		28.0	%		155,393		27.8	%		341,381		27.0	%		344,051		26.9	%
Pharmacy		51,786		7.4	%		55,094		7.7	%
Fuel		53,241		9.5	%		52,127		9.3	%		118,127		9.3	%		110,493		8.7	%
Other(3)		5,302		0.7	%		4,931		0.7	%
Pharmacy		37,085		6.6	%		40,211		7.2	%		88,872		7.0	%		95,305		7.5	%
	$	704,380		100.0	%	$	717,259		100.0	%
Other(3)		4,033		0.7	%		3,780		0.7	%		9,334		0.7	%		8,711		0.7	%
	$	562,361		100.0	%	$	559,514		100.0	%	$	1,226,741		100.0	%	$	1,276,773		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.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statements and notes thereto. The most significant estimates used by management are related to the accounting for vendor allowances, valuation of long-lived assets including intangible assets, lease classification, self-insurance reserves, inventory valuation, and income taxes. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The provisions of 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.

~~The~~Financial ~~fair~~instruments ~~value~~include ofcash ~~the~~and ~~Company’s~~cash ~~senior~~equivalents, ~~secured~~accounts ~~notes~~receivable, isaccounts ~~based~~payable, onaccrued ~~quoted~~expenses ~~market~~and ~~prices~~other current liabilities, acapital lease ~~Level 2~~obligations ~~source~~and long-term debt. AtThe ~~April 21~~carrying amounts of cash and cash equivalents, ~~2012~~accounts receivable, ~~the~~accounts ~~fair~~payable ~~value of~~and ~~total~~accrued ~~debt~~expenses ~~excluding~~and ~~capital~~other ~~leases~~current ~~was~~liabilities ~~$377.5~~approximate ~~million,~~fair ~~compared~~value tobecause aof ~~carrying~~the ~~value~~short-term nature of ~~$350.7~~these financial ~~million~~instruments. At July 14, 2012 and December 31, 2011, the estimated fair value ofand ~~total~~the ~~debt~~carrying ~~excluding~~value ~~capital~~of ~~leases~~our ~~was~~debt ~~$374.4~~instruments ~~million,~~were ~~compared~~as tofollows a(dollars ~~carrying~~in ~~value~~thousands): ~~of $355.7 million.~~

2. RECENT ACCOUNTING PRONOUNCEMENTS


	July 14, 2012		December 31, 2011
Carrying value of debt instruments:
Current portion of capital lease obligations	$	13,465	$	12,701
Current portion of long-term debt		351		434
Long-term capital lease obligations		152,723		159,814
Long-term debt		350,337		355,240

Total carrying value of debt instruments		516,876		528,189
Fair value of debt instruments		521,579		530,652

Excess of fair value over book value	$	4,703	$	2,463

In June 2011, the FASB issued ASU No. 2011-05 “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” This ASU provides companies two choices for presenting net income and comprehensive income: in a single continuous statement, or in two separate, but consecutive, statements. Presenting comprehensive income in the statement of equity is no longer an option. ASU No. 2011-05 is effective for the Company beginning in fiscal year 2012. In December 2011, the FASB issued ASU No. 2011-12 “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05,” which delays the effective date of certain provisions of ASU No. 2011-05 related to the presentation of reclassification adjustments out of accumulated other comprehensive income. During the 16-week period ended April 21, 2012, the Company adopted the provisions of ASU No. 2011-05 that were effective for 2012 and has elected to present net income (loss) and comprehensive income (loss) in a single continuous statement.

- 5 -

The fair value of the Company’s senior secured notes was based on quoted market prices, a Level 2 source. The fair value of the Company’s other long-term debt and capital lease obligations was based on the net present value of future cash flows using forward interest rate yield curves in effect at July 14, 2012 and December 31, 2011, a Level 3 measurement technique.

Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analysis of long-lived assets and intangible assets. Long-lived assets and definite-lived intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. As described in Note 8, the Company recorded a $1.9 million impairment of long-lived assets within the condensed consolidated statements of operations and other comprehensive income (loss) for the 12 and 28-week periods ended July 16, 2011. The Tops tradename is reviewed annually for impairment on December 1, or more frequently, if impairment indicators arise. See Note 1 to the Company’s consolidated financial statements in the 2011 Annual Report on Form 10-K for further discussion of the Company’s policies for valuing long-lived assets and intangible assets.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with ASC 350-30, “Intangibles—Goodwill and Other—General Intangibles Other than Goodwill.” The amendments are effective for the Company’s annual and interim impairment tests performed for the fiscal year beginning December 30, 2012, with early adoption permitted. Because the measurement of a potential impairment loss has not changed, the amendments will not have an effect on the Company’s consolidated financial statements.

3. INTANGIBLE ASSETS, NET

Intangible assets, net of accumulated amortization, consist of the following (dollars in thousands):

April 21, 2012	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount		WeightedAverageAmortizationPeriod
								Weighted
Tradename – indefinite	$	41,011	$	—		$	41,011		Indefinite life
	Gross					Net		Average
Customer relationships		28,591		(20,629	)		7,962		8.4
	Carrying		Accumulated			Carrying		Amortization
Favorable/unfavorable lease rights		17,789		(7,262	)		10,527		9.3
July 14, 2012	Amount		Amortization			Amount		Period
Franchise agreements		11,538		(4,611	)		6,927		11.0
Tradename – indefinite	$	41,011		—		$	41,011	Indefinite life
Tradenames – finite		4,310		(1,725	)		2,585		8.5
Customer relationships		28,591		(21,368	)		7,223	8.4
Other		1,178		(280	)		898		5.0
Favorable/unfavorable lease rights		17,789		(7,722	)		10,067	9.3
	$	104,417	$	(34,507	)	$	69,910		9.1
Franchise agreements		11,538		(4,853	)		6,685	11.0
Tradenames – finite		4,310		(1,890	)		2,420	8.5
Other		1,178		(314	)		864	5.0
	$	104,417	$	(36,147	)	$	68,270	9.1
	Gross					Net
	Carrying		Accumulated			Carrying
December 31, 2011	Amount		Amortization			Amount
Tradename – indefinite	$	41,011		—		$	41,011
Customer relationships		28,591		(19,643	)		8,948
Favorable/unfavorable lease rights		17,789		(6,610	)		11,179
Franchise agreements		11,538		(4,288	)		7,250
Tradenames – finite		4,310		(1,504	)		2,806
Other		1,168		(237	)		931
	$	104,407	$	(32,282	)	$	72,125

December 31, 2011	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount
Tradename – indefinite	$	41,011	$	—		$	41,011
Customer relationships		28,591		(19,643	)		8,948
Favorable/unfavorable lease rights		17,789		(6,610	)		11,179
Franchise agreements		11,538		(4,288	)		7,250
Tradenames – finite		4,310		(1,504	)		2,806
Other		1,168		(237	)		931
	$	104,407	$	(32,282	)	$	72,125

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 indicators existed during the 28-week periods ended July 14, 2012 and July 16, 2011.

~~The~~During ~~Tops~~the ~~tradename~~12-week isperiods ~~reviewed~~ended ~~for~~July 14, ~~impairment~~2012 onand ~~December~~July 116, or2011, ~~more~~amortization ~~frequently~~expense ifwas ~~impairment indicators arise~~$1.6 ~~Based~~million onand ~~the~~$2.0 ~~Company’s assessment~~million, norespectively. ~~impairment~~During ~~was recorded during~~ the 1628-week periods ended ~~April~~July 2114, 2012 and ~~April~~ July 2316, 2011, amortization expense was $3.9 million and $4.7 million, respectively. Such amortization is included in administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).

During the 16-week periods ended April 21, 2012 and April 23, 2011, amortization expense was $2.2 million and $2.7 million, respectively, and is included in administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).

As of April 21, 2012, expected future amortization of intangible assets is as follows (dollars in thousands):

2012 (remaining period)	$	4,820
2013		6,303
2014		5,469
2015		4,163
2016		2,893
Thereafter		4,789

4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (dollars in thousands):

	April 21,2012		December 31,2011
Wages, taxes and benefits	$	12,486	$	21,779
Lottery		11,093		10,124
Sales and use tax		3,643		964
Self-insurance reserves		3,468		3,468
Union medical, pension and 401(k)		3,280		3,226
Gift cards		2,827		4,517
Utilities		2,360		2,192
Repairs and maintenance		1,903		2,271
Money orders		1,703		3,133
Professional and legal fees		1,590		1,538
Property and equipment expenditures		1,060		1,718
Interest payable		762		7,846
Other		13,584		11,901
	$	59,759	$	74,677

- 6 -

As of July 14, 2012, expected future amortization of intangible assets is as follows (dollars in thousands):


2012 (remaining period)	$	3,181
2013		6,303
2014		5,469
2015		4,163
2016		2,893
Thereafter		4,789

4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (dollars in thousands):


	July 14, 2012		December 31, 2011
Wages, taxes and benefits	$	15,309	$	21,779
Lottery		10,377		10,124
Interest payable		8,906		7,846
Sales and use tax		4,373		964
Self-insurance reserves		3,864		3,468
Gift cards		2,702		4,517
Professional and legal fees		2,212		1,538
Union medical, pension and 401(k)		2,177		3,226
Repairs and maintenance		2,101		2,271
Money orders		1,813		3,133
Utilities		1,808		2,192
Property and equipment expenditures		1,009		1,718
Other		14,122		11,901

	$	70,773	$	74,677

5. CAPITAL LEASE OBLIGATIONS

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 ~~2031~~2032, 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 ~~April~~July 2114, 2012, future minimum lease rental payments applicable to capital lease obligations follow (dollars in thousands):

2012 (remaining period)	$	2114,~~329~~170
2013		29,~~992~~983
2014		27,~~239~~235
2015		24,293
2016		22,960
Thereafter		85,333
Total minimum lease payments		~~211~~203,~~146~~974
Less amounts representing interest		(9086,~~851~~615	)
Present value of net minimum lease payments		~~120~~117,~~295~~359
Less current obligations		(13,~~151~~465	)
Long-term obligations	$	~~107~~103,~~144~~894

The Company entered into 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. As a result, the transactions have been classified as financing transactions in accordance with FASB ASC Topic 840, “Leases.”

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 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~~ deemed attributable to the land obligations. The related land assets are not depreciated, and at the end of the lease terms, the remaining capital lease obligations will equal the net book value of the land. The capital lease obligations as of ~~April~~July 2114, 2012 and December 31, 2011 include $48.8 million of obligations related to land. At the expiration of the lease terms, or when the Company’s continuing involvement under the lease agreements ends, the related land and obligations will be removed from the balance sheet, with no underlying cash payments.

- 7 -

6. DEBT

Long-term debt is comprised of the following (dollars in thousands):

	April 21,2012			December 31,2011
	July 14, 2012			December 31, 2011
Senior Notes	$	350,000		$	350,000
Discount on Senior Notes, net		(2,~~348~~232	)		(2,495	)
Other loans		2,109			2,219
Mortgage note payable		811			950
ABL Facility		—			5,000
Other loans		2,156			2,219
Total debt		350,688			355,674
Mortgage note payable		872			950
Current portion		(351	)		(434	)
Total debt		350,680			355,674
Total long-term debt	$	350,337		$	355,240
Current portion		(394	)		(434	)
Total long-term debt	$	350,286		$	355,240

On October 9, 2009, the Company issued $275.0 million of senior secured notes, bearing interest of 10.125% (the “Senior Notes”). The Company received proceeds from the issuance of the Senior Notes, net of a $4.5 million original issue discount, of $270.5 million. On February 12, 2010, the Company issued an additional $75.0 million of Senior Notes on the same terms as the October 2009 issuance. The Company received proceeds of $76.1 million from this issuance, including a $1.1 million original issue premium. The Senior Notes mature October 15, 2015 and require semi-annual interest payments on April 15 and October 15. The Senior Notes are collateralized by (i) first-priority interests, subject to certain exceptions, in the Company’s warehouse distribution facility in Lancaster, New York, certain owned real property acquired by the Company, Tops Markets and the guarantors, Tops PT, LLC and Tops Gift Card Company, LLC, following the issue date of the Senior Notes, intellectual property, equipment, stock of subsidiaries and substantially all other assets of the Company, Tops Markets and the guarantors (other than leasehold interests in real property), other than assets securing the Company’s asset-based lending facility (the “ABL Facility”) on a first priority basis (collectively, the “Notes Priority Collateral”), and (ii) second-priority interests, subject to certain exceptions and permitted liens, in the assets of the Company, Tops Markets and the guarantors that secure the ABL Facility on a first-priority basis, including present and future receivables, inventory, prescription lists, deposit accounts and certain related rights and proceeds relating thereto (collectively, the “ABL Priority Collateral”).

-Also 7effective October 9, 2009, the Company entered into the ABL Facility, which expires on October 9, 2013. The ABL Facility allowed a maximum borrowing capacity of $70.0 million, including a sub-limit for the issuance of letters of credit, subject to a borrowing base calculation. The ABL Facility was amended on January 29, 2010 to increase the amount available under the revolving credit facility by $30.0 million to $100.0 million, subject to a borrowing base calculation. Based upon the borrowing base calculation as of July 14, 2012, the unused availability under the ABL Facility was $74.4 million, after giving effect to $14.8 million of letters of credit outstanding thereunder. As of December 31, 2011, $13.1 million of letters of credit were outstanding. Revolving loans under the ABL Facility will, at the Company’s option, bear interest at either i) LIBOR plus a margin of 350 to 400 basis points, determined based on levels of borrowing availability, or ii) the prime rate plus a margin of 250 to 300 basis points, determined based on levels of borrowing availability. The ABL Facility is collateralized primarily by (i) first-priority interests, subject to certain exceptions, in the ABL Priority Collateral and (ii) second-priority interests, subject to certain exceptions, in the Notes Priority Collateral.

Also effective October 9, 2009, the Company entered into a revolving asset-based facility (the “ABL Facility”), which expires on October 9, 2013. The ABL Facility allowed a maximum borrowing capacity of $70.0 million, including a sub-limit for the issuance of letters of credit, subject to a borrowing base calculation. The ABL Facility was amended on January 29, 2010 to increase the amount available under the revolving credit facility by $30.0 million, subject to a borrowing base calculation. Based upon the borrowing base calculation as of April 21, 2012, the unused availability under the ABL Facility was $71.6 million, after giving effect to $14.8 million of letters of credit outstanding thereunder. As of December 31, 2011, $13.1 million of letters of credit were outstanding. Revolving loans under the ABL Facility will, at the Company’s option, bear interest at either i) LIBOR plus a margin of 350 to 400 basis points, determined based on levels of borrowing availability, or ii) the prime rate plus a margin of 250 to 300 basis points, determined based on levels of borrowing availability. The ABL Facility is collateralized primarily by (i) first-priority interests, subject to certain exceptions, in the ABL Priority Collateral and (ii) second-priority interests, subject to certain exceptions, in the Notes Priority Collateral.

The instruments governing the Senior Notes and 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 change in control. Failure to meet any of these covenants would be an event of default.

- 8 -

7. INCOME TAXES

Income tax expense was as follows (dollars in thousands):

	16-week periods ended
	12-week periods ended						28-week periods ended
	April 21,2012			April 23,2011
	July 14, 2012			July 16, 2011			July 14, 2012			July 16, 2011
Current	$	—(55	)	$	~~(20~~—	)	$	(55	)	$	(20	)
Deferred		(~~370~~297	)		(~~347~~318	)		(667	)		(665	)
Total income tax expense	$	(~~370~~352	)	$	(~~367~~318	)	$	(722	)	$	(685	)

~~The~~While the Company maintains a 100% valuation allowance against its net deferred tax assets, the income tax expense for the 1612-week period ended ~~April~~July 2114, 2012 ~~primarily~~ reflects the ~~recognition~~partial reversal of ~~additional~~ valuation allowance ~~associated~~against ~~with~~net ~~the Company’s indefinite-lived tradename~~ deferred tax ~~liability~~assets. The overall effective tax rate was 363.26%. The effective tax rate would have been 39.46% without the impact of federal tax credits and adjustments to the valuation allowance.

The income tax expense for the 1612-week period ended ~~April~~July 2316, 2011 reflects the establishment of additional valuation allowance against net deferred tax assets ~~resulting from the pre-tax loss~~ during the period. The overall effective tax rate was ~~(21~~52.3)0%. The effective tax rate would have been 3435.56% without the impact of the additional valuation allowance and discrete charges.

8While the Company maintains a 100% valuation allowance against its net deferred tax assets, the income tax expense for the 28-week period ended July 14, 2012 reflects the partial reversal of valuation allowance against net deferred tax assets. ~~RELATED~~The ~~PARTY~~overall ~~TRANSACTIONS~~effective tax rate was 6.6%. The effective tax rate would have been 39.6% without the impact of federal tax credits and adjustments to the valuation allowance.

~~Effective~~The ~~November 30,~~income ~~2007,~~tax ~~the~~expense ~~Company~~for ~~entered~~the ~~into~~28-week aperiod ~~Transaction~~ended ~~and~~July 16, ~~Monitoring~~2011 ~~Fee~~reflects ~~Agreement~~the ~~with~~establishment ~~Morgan Stanley and~~of ~~Graycliff.~~additional Invaluation ~~consideration~~allowance ofagainst ~~services~~net ~~provided,~~deferred ~~the~~tax ~~Company~~assets ~~pays~~during anthe ~~annual monitoring fee of $0~~period.8 ~~million~~The tooverall ~~Morgan~~effective ~~Stanley~~tax ~~and~~rate $0was (61.27)%. ~~million~~The toeffective ~~Graycliff,~~tax onrate awould ~~quarterly~~have ~~basis~~been 33.9% ~~During~~without ~~each of~~ the ~~16-week~~impact ~~periods ended April 21, 2012 and April 23, 2011, monitoring fees~~ of ~~$0.2 million were paid. These fees are included in administrative expenses in~~ the ~~condensed~~additional ~~consolidated~~valuation ~~statements~~allowance ~~of operations~~ and ~~comprehensive~~discrete ~~income (loss)~~charges.

98. ~~GUARANTOR~~IMPAIRMENT ~~FINANCIAL STATEMENTS~~

~~The~~On ~~obligations~~June 30, of2011, ~~Holding and Tops Markets under~~ the ~~Senior~~FTC ~~Notes~~approved ~~are~~an ~~jointly~~application ~~and severally, fully and unconditionally guaranteed~~ by Tops ~~Gift~~to ~~Card~~sell ~~Company,~~three ~~LLC~~supermarkets ~~and~~to ~~Tops~~Hometown ~~PT,~~Markets. ~~LLC~~The ~~(“Guarantor~~sale ~~Subsidiaries”), both~~ of ~~which~~these supermarkets ~~are~~closed ~~100%~~in ~~owned~~late ~~subsidiaries~~July ofand ~~Tops~~early ~~Markets~~August 2011. ~~Tops~~As ~~Gift~~a ~~Card~~result ~~Company,~~of ~~LLC~~the ~~was~~sale, ~~established~~the inCompany ~~October~~recorded ~~2008,~~a ~~while~~$1.9 million ~~Tops~~impairment ~~PT,~~within ~~LLC~~the ~~was~~condensed ~~established~~consolidated instatements ~~January 2010.~~of ~~Tops~~operations ~~Markets~~and isother acomprehensive ~~joint~~income ~~issuer~~(loss) offor the ~~Senior~~12 ~~Notes~~ and ~~is wholly~~ 28-~~owned~~week byperiods ~~Holding.~~ended ~~Separate~~July 16, ~~financial statements of Holding~~2011, ~~Tops~~representing ~~Markets~~the ~~and~~excess of the ~~Guarantor~~carrying ~~Subsidiaries~~value ~~are~~of ~~not~~assets ~~presented~~over as the ~~guarantees~~sale ~~are full and unconditional and the Guarantor Subsidiaries are jointly and severally liable~~price.

The following supplemental financial information sets forth, on a condensed consolidating basis, balance sheets as of April 21, 2012 and December 31, 2011 for Holding and Tops Markets, the Guarantor Subsidiaries, and for the Company, and statements of operations and comprehensive income (loss) and statements of cash flows for the 16-week periods ended April 21, 2012 and April 23, 20119. ~~Within~~RELATED ~~such~~PARTY ~~condensed~~TRANSACTIONS ~~consolidated financial statements, the Company has corrected the 2011 presentation to reflect an income tax allocation for Tops Markets.~~

-Effective November 30, 2007, the Company entered into a Transaction and Monitoring Fee Agreement with Morgan Stanley and Graycliff. In consideration of services provided, the Company incurs an annual monitoring fee of $0.8 million to Morgan Stanley and $0.2 million to Graycliff, payable in quarterly installments. During each of the 12-week periods ended July 14, 2012 and July 16, 2011, monitoring fees of $0.3 million were paid. During each of the 28-week periods ended July 14, 2012 and July 16, 2011, monitoring fees of $0.5 million were paid. These fees are included in administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).

10. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

On November 12, 2009, the Company entered into a supply contract with C&S Wholesale Grocers, Inc. (“C&S”) whereby C&S provides warehousing, logistics, procurement and purchasing services in support of the majority of the Company’s supply chain. The agreement expires on September 24, 2016. The agreement provides that the actual costs of performing these services shall be reimbursed to C&S on an “open-book” or “cost-plus” basis, whereby the parties will negotiate annual budgets that will be reconciled against actual costs on a periodic basis. The parties will also annually negotiate services specifications and performance standards that will govern warehouse operations. The agreement defines the parties’ respective responsibilities for the procurement and purchase of merchandise intended for use or resale at the Company’s stores, as well as the parties’ respective remuneration for warehousing and procurement/purchasing activities. In consideration for the services it provides under the agreement, C&S will be paid an annual fee and will have incentive income opportunities based upon the Company’s cost savings and increases in retail sales volume.

Effective December 1, 2010, the Company extended the term of its existing supply contract with McKesson through January 31, 2014 for the supply of substantially all of the Company’s prescription drugs and other health and beauty care products requirements. The Company is required to purchase a minimum of $400 million of product during the period from December 1, 2010 to January 1, 2014. The Company has purchased $233.7 million of product under this contract through July 14, 2012.

- 9 -

Effective July 24, 2010, the Company extended its existing IT outsourcing agreement with HP Enterprise Services, LLC (formerly known as Electronic Data Systems, LLC), or HP, through December 31, 2017 to provide a wide range of information systems services. Under the agreement, HP provides data center operations, mainframe processing, business applications and systems development to enhance the Company’s customer service and efficiency. The charges under this agreement are based upon the services requested at predetermined rates.

The costs of these purchase commitments are not reflected in the Company’s consolidated balance sheets.

Environmental Liabilities

The Company is contingently liable for potential environmental issues of some of its properties. As the Company is unable to determine the amount of any potential liability, no amounts were accrued as of July 14, 2012 and December 31, 2011.

Collective Bargaining Agreements

The Company employs over 12,000 associates. Approximately 91% 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 that represented certain of the employees from the retained Penn Traffic supermarkets. All other associates are non-union serving primarily in management, field support, or pharmacist roles. The Company is a party to five collective bargaining agreements with Local One that expire between April 2014 and July 2014. The two non-Local One UFCW collective bargaining agreements expire in April 2013 and March 2015, respectively.

Multiemployer Pension Plan

At the time we entered into our original supply agreement with C&S, certain of our warehouse personnel became employees of C&S, with C&S assuming our obligations under several other multiemployer pension plans. Although we are not a sponsoring employer of, and make no contribution payments to any of these other multiemployer pension plans, we have certain contractual indemnification obligations for withdrawal liability that may arise in the event of C&S’s withdrawal from such plans, or upon termination of the supply agreement.

Legal Proceedings

The Company is involved in legal proceedings arising from the daily operations of its business, including general liability claims, unemployment claims and workers’ compensation claims which are covered by reserves and insurance. The Company believes that the ultimate resolution of such proceedings will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. Such legal proceedings, however, are subject to inherent uncertainties, and the outcome of individual matters are not predictable. It is possible that the Company could be required to make expenditures, in excess of established provisions, in amounts that cannot reasonably be estimated. As the Company is unable to determine the amount of any potential liability, no amounts were accrued as of July 14, 2012 and December 31, 2011.

11. GUARANTOR FINANCIAL STATEMENTS

The obligations of Holding and Tops Markets under the Senior Notes are jointly and severally, fully and unconditionally guaranteed by Tops Gift Card Company, LLC and Tops PT, LLC (“Guarantor Subsidiaries”), both of which are 100%-owned subsidiaries of Tops Markets. Tops Gift Card Company, LLC was established in October 2008, while Tops PT, LLC was established in January 2010. Tops Markets is a joint issuer of the Senior Notes and is wholly-owned by Holding. Separate financial statements of Holding, Tops Markets and of the Guarantor Subsidiaries are not presented as the guarantees are full and unconditional and the Guarantor Subsidiaries are jointly and severally liable.

The following supplemental financial information sets forth, on a condensed consolidating basis, balance sheets as of July 14, 2012 and December 31, 2011 for Holding, Tops Markets, and the Guarantor Subsidiaries, and statements of operations and comprehensive income (loss) for the 12 and 28-week periods ended July 14, 2012 and July 16, 2011, and statements of cash flows for the 28-week periods ended July 14, 2012 and July 16, 2011. Within such condensed consolidated financial statements, the Company has corrected the 2011 presentation to reflect an income tax allocation for Tops Markets.

- 10 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

~~APRIL~~JULY 2114, 2012

(Dollars in thousands)

	Tops HoldingCorporation			Tops Markets, LLC			GuarantorSubsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	19,364		$	820	$	—		$	20,184
Accounts receivable, net		—			39,075			9,050		—			48,125
Intercompany receivables		—			4,092			23,004		(27,096	)		—
Inventory, net		—			79,994			34,612		—			114,606
Prepaid expenses and other current assets		—			13,538			2,950		—			16,488
Income taxes refundable		—			155			—		—			155
Current deferred tax assets		—			1,363			—		608			1,971
Total current assets		—			157,581			70,436		(26,488	)		201,529
Property and equipment, net		—			273,774			74,941		—			348,715
Intangible assets, net		—			61,514			8,396		—			69,910
Other assets		—			28,765			3,041		(21,565	)		10,241
Investment in subsidiaries		(53,005	)		113,263			—		(60,258	)		—
Total assets	$	(53,005	)	$	634,897		$	156,814	$	(108,311	)	$	630,395
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Accounts payable	$	—		$	61,099		$	18,031	$	—		$	79,130
Intercompany payables		4,092			23,004			—		(27,096	)		—
Accrued expenses and other current liabilities		1,364			45,080			14,059		(744	)		59,759
Current portion of capital lease obligations		—			12,782			369		—			13,151
Current portion of long-term debt		—			394			—		—			394
Current deferred tax liabilities		—			—			11		(11	)		—
Total current liabilities		5,456			142,359			32,470		(27,851	)		152,434
Capital lease obligations		—			152,698			3,276		—			155,974
Long-term debt		—			353,327			—		(3,041	)		350,286
Other long-term liabilities		—			21,309			4,174		—			25,483
Non-current deferred tax liabilities		—			17,402			3,631		(16,354	)		4,679
Total liabilities		5,456			687,095			43,551		(47,246	)		688,856
Total shareholders’ (deficit) equity		(58,461	)		(52,198	)		113,263		(61,065	)		(58,461	)
Total liabilities and shareholders’ (deficit) equity	$	(53,005	)	$	634,897		$	156,814	$	(108,311	)	$	630,395

(Unaudited)

- 9 -


	Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	53,132		$	839	$	—		$	53,971
Accounts receivable, net		—			41,283			11,873		—			53,156
Intercompany receivables		—			4,312			37,548		(41,860	)		—
Inventory, net		—			84,183			34,446					118,629
Prepaid expenses and other current assets		—			8,729			2,029		—			10,758
Income taxes refundable		—			116			—		—			116
Current deferred tax assets		—			1,363			—		608			1,971

Total current assets		—			193,118			86,735		(41,252	)		238,601

Property and equipment, net		—			267,633			72,856		—			340,489
Intangible assets, net		—			60,316			7,954		—			68,270
Other assets		—			30,285			3,041		(23,745	)		9,581
Investment in subsidiaries		(42,879	)		116,588			—		(73,709	)		—

Total assets	$	(42,879	)	$	667,940		$	170,586	$	(138,706	)	$	656,941

Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Accounts payable	$	—		$	65,737		$	20,776	$	—		$	86,513
Intercompany payables		4,312			37,548			—		(41,860	)		—
Accrued expenses and other current liabilities		1,508			51,460			18,547		(742	)		70,773
Current portion of capital lease obligations		—			13,127			338		—			13,465
Current portion of long-term debt		—			351			—		—			351
Current deferred tax liabilities		—			—			11		(11	)		—

Total current liabilities		5,820			168,223			39,672		(42,613	)		171,102

Capital lease obligations		—			149,498			3,225		—			152,723
Long-term debt		—			353,378			—		(3,041	)		350,337
Other long-term liabilities		—			21,212			5,290		—			26,502
Non-current deferred tax liabilities		—			17,700			5,811		(18,535	)		4,976

Total liabilities		5,820			710,011			53,998		(64,189	)		705,640

Total shareholders’ (deficit) equity		(48,699	)		(42,071	)		116,588		(74,517	)		(48,699	)

Total liabilities and shareholders’ (deficit) equity	$	(42,879	)	$	667,940		$	170,586	$	(138,706	)	$	656,941

- 11 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2011

(Dollars in thousands)

(Unaudited)


	Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	18,351		$	830	$	—		$	19,181
Accounts receivable, net		—			44,809			11,178		—			55,987
Intercompany receivables		—			3,800			15,556		(19,356	)		—
Inventory, net		—			79,972			35,337		—			115,309
Prepaid expenses and other current assets		—			10,654			2,336		—			12,990
Income taxes refundable		—			285			—		—			285
Current deferred tax assets		—			1,363			—		608			1,971

Total current assets		—			159,234			65,237		(18,748	)		205,723

Property and equipment, net		—			282,207			76,056		—			358,263
Intangible assets, net		—			63,146			8,979		—			72,125
Other assets		—			27,687			3,041		(19,627	)		11,101
Investment in subsidiaries		(54,493	)		110,306			—		(55,813	)		—

Total assets	$	(54,493	)	$	642,580		$	153,313	$	(94,188	)	$	647,212

Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Accounts payable	$	—		$	58,359		$	17,249	$	—		$	75,608
Intercompany payables		3,800			15,556			—		(19,356	)		—
Accrued expenses and other current liabilities		1,171			57,537			16,713		(744	)		74,677
Current portion of capital lease obligations		—			12,348			353		—			12,701
Current portion of long-term debt		—			434			—		—			434
Current deferred tax liabilities		—			—			11		(11	)		—

Total current liabilities		4,971			144,234			34,326		(20,111	)		163,420

Capital lease obligations		—			156,456			3,358		—			159,814
Long-term debt		—			358,281			—		(3,041	)		355,240
Other long-term liabilities		—			20,262			3,631		—			23,893
Non-current deferred tax liabilities		—			17,033			1,692		(14,416	)		4,309

Total liabilities		4,971			696,266			43,007		(37,568	)		706,676

Total shareholders’ (deficit) equity		(59,464	)		(53,686	)		110,306		(56,620	)		(59,464	)

Total liabilities and shareholders’ (deficit) equity	$	(54,493	)	$	642,580		$	153,313	$	(94,188	)	$	647,212

- 1012 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE 1612-WEEK PERIOD ENDED ~~APRIL~~JULY 2114, 2012

(Dollars in thousands)

	Tops HoldingCorporation			Tops Markets, LLC			GuarantorSubsidiaries			Eliminations			Consolidated
Net sales	$	—		$	537,648		$	167,094		$	(362	)	$	704,380
Cost of goods sold		—			(381,084	)		(109,623	)		—			(490,707	)
Distribution costs		—			(10,001	)		(3,766	)		—			(13,767	)
Gross profit		—			146,563			53,705			(362	)		199,906
Operating expenses:
Wages, salaries and benefits		—			(72,187	)		(27,043	)		—			(99,230	)
Selling and general expenses		—			(22,517	)		(7,663	)		362			(29,818	)
Administrative expenses		(837	)		(17,238	)		(5,795	)		—			(23,870	)
Rent expense, net		—			(3,258	)		(2,722	)		—			(5,980	)
Depreciation and amortization		—			(11,964	)		(4,065	)		—			(16,029	)
Advertising		—			(4,185	)		(1,461	)		—			(5,646	)
Total operating expenses		(837	)		(131,349	)		(48,749	)		362			(180,573	)
Operating (loss) income		(837	)		15,214			4,956			—			19,333
Interest expense, net		—			(18,251	)		(61	)		—			(18,312	)
Equity income from subsidiaries		1,488			2,957			—			(4,445	)		—
Income (loss) before income taxes		651			(80	)		4,895			(4,445	)		1,021
Income tax benefit (expense)		—			1,568			(1,938	)		—			(370	)
Net income		651			1,488			2,957			(4,445	)		651
Other comprehensive income:
Retirement obligations adjustments		—			—			—			—			—
Comprehensive income	$	651		$	1,488		$	2,957		$	(4,445	)	$	651

(Unaudited)

- 11 -


	Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	423,588		$	138,995		$	(222	)	$	562,361
Cost of goods sold		—			(298,231	)		(92,283	)		—			(390,514	)
Distribution costs		—			(8,279	)		(3,232	)		—			(11,511	)

Gross profit		—			117,078			43,480			(222	)		160,336

Operating expenses:
Wages, salaries and benefits		—			(54,433	)		(20,692	)		—			(75,125	)
Selling and general expenses		—			(16,268	)		(6,354	)		222			(22,400	)
Administrative expenses		(628	)		(13,544	)		(4,371	)		—			(18,543	)
Rent expense, net		—			(1,529	)		(2,039	)		—			(3,568	)
Depreciation and amortization		—			(8,933	)		(3,090	)		—			(12,023	)
Advertising		—			(3,734	)		(1,384	)		—			(5,118	)

Total operating expenses		(628	)		(98,441	)		(37,930	)		222			(136,777	)

Operating (loss) income		(628	)		18,637			5,550			—			23,559

Interest expense, net		—			(13,665	)		(44	)		—			(13,709	)
Equity income from subsidiaries		10,126			3,325			—			(13,451	)		—

Income before income taxes		9,498			8,297			5,506			(13,451	)		9,850
Income tax benefit (expense)		—			1,829			(2,181	)		—			(352	)

Net income		9,498			10,126			3,325			(13,451	)		9,498
Other comprehensive income		—			—			—			—			—

Comprehensive income	$	9,498		$	10,126		$	3,325		$	(13,451	)	$	9,498

- 13 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE 12-WEEK PERIOD ENDED JULY 16, 2011

(Dollars in thousands)

(Unaudited)


	Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	417,903		$	141,840		$	(229	)	$	559,514
Cost of goods sold		—			(300,520	)		(94,619	)		—			(395,139	)
Distribution costs		—			(6,619	)		(2,774	)		—			(9,393	)

Gross profit		—			110,764			44,447			(229	)		154,982

Operating expenses:
Wages, salaries and benefits		—			(54,701	)		(21,655	)		—			(76,356	)
Selling and general expenses		—			(16,357	)		(7,310	)		229			(23,438	)
Administrative expenses		(646	)		(12,746	)		(4,627	)		—			(18,019	)
Rent expense, net		—			(2,157	)		(2,055	)		—			(4,212	)
Depreciation and amortization		—			(8,930	)		(2,816	)		—			(11,746	)
Advertising		—			(3,072	)		(1,340	)		—			(4,412	)
Impairment		—			—			(1,891	)		—			(1,891	)

Total operating expenses		(646	)		(97,963	)		(41,694	)		229			(140,074	)

Operating (loss) income		(646	)		12,801			2,753			—			14,908
Interest expense, net		—			(14,249	)		(48	)		—			(14,297	)
Equity income from subsidiaries		939			1,634			—			(2,573	)		—

Income before income taxes		293			186			2,705			(2,573	)		611
Income tax benefit (expense)		—			753			(1,071	)		—			(318	)

Net income		293			939			1,634			(2,573	)		293
Other comprehensive income		—			—			—			—			—

Comprehensive income	$	293		$	939		$	1,634		$	(2,573	)	$	293

- 14 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

FOR THE 28-WEEK PERIOD ENDED JULY 14, 2012

(Dollars in thousands)

(Unaudited)


	Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	961,236		$	306,089		$	(584	)	$	1,266,741
Cost of goods sold		—			(679,315	)		(201,906	)		—			(881,221	)
Distribution costs		—			(18,280	)		(6,998	)		—			(25,278	)

Gross profit		—			263,641			97,185			(584	)		360,242

Operating expenses:
Wages, salaries and benefits		—			(126,620	)		(47,735	)		—			(174,355	)
Selling and general expenses		—			(38,785	)		(14,017	)		584			(52,218	)
Administrative expenses		(1,465	)		(30,782	)		(10,166	)		—			(42,413	)
Rent expense, net		—			(4,787	)		(4,761	)		—			(9,548	)
Depreciation and amortization		—			(20,897	)		(7,155	)		—			(28,052	)
Advertising		—			(7,919	)		(2,845	)		—			(10,764	)

Total operating expenses		(1,465	)		(229,790	)		(86,679	)		584			(317,350	)

Operating (loss) income		(1,465	)		33,851			10,506			—			42,892

Interest expense, net		—			(31,916	)		(105	)		—			(32,021	)
Equity income from subsidiaries		11,614			6,282			—			(17,896	)		—

Income before income taxes		10,149			8,217			10,401			(17,896	)		10,871

Income tax benefit (expense)		—			3,397			(4,119	)		—			(722	)

Net income		10,149			11,614			6,282			(17,896	)		10,149
Other comprehensive income		—			—			—			—			—

Comprehensive income	$	10,149		$	11,614		$	6,282		$	(17,896	)	$	10,149

- 15 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

AND COMPREHENSIVE (LOSS) INCOME

FOR THE 1628-WEEK PERIOD ENDED ~~APRIL~~JULY 2316, 2011

(Dollars in thousands)

	Tops HoldingCorporation			Tops Markets, LLC			GuarantorSubsidiaries			Eliminations			Consolidated
Net sales	$	—		$	540,933		$	176,690		$	(364	)	$	717,259
Cost of goods sold		—			(382,718	)		(118,026	)		—			(500,744	)
Distribution costs		—			(10,181	)		(3,982	)		—			(14,163	)
Gross profit		—			148,034			54,682			(364	)		202,352
Operating expenses:
Wages, salaries and benefits		—			(71,285	)		(27,697	)		—			(98,982	)
Selling and general expenses		—			(23,324	)		(10,423	)		364			(33,383	)
Administrative expenses		(780	)		(18,395	)		(6,308	)		—			(25,483	)
Rent expense, net		—			(3,146	)		(2,757	)		—			(5,903	)
Depreciation and amortization		—			(11,428	)		(3,613	)		—			(15,041	)
Advertising		—			(4,154	)		(1,836	)		—			(5,990	)
Total operating expenses		(780	)		(131,732	)		(52,634	)		364			(184,782	)
Operating (loss) income		(780	)		16,302			2,048			—			17,570
Interest expense, net		—			(19,200	)		(91	)		—			(19,291	)
Equity (loss) income from subsidiaries		(1,308	)		1,182			—			126			—
(Loss) income before income taxes		(2,088	)		(1,716	)		1,957			126			(1,721	)
Income tax benefit (expense)		—			408			(775	)		—			(367	)
Net (loss) income		(2,088	)		(1,308	)		1,182			126			(2,088	)
Other comprehensive income:
Retirement obligations adjustments		—			—			—			—			—
Comprehensive (loss) income	$	(2,088	)	$	(1,308	)	$	1,182		$	126		$	(2,088	)

(Unaudited)

- 12 -


	Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	958,836		$	318,530		$	(593	)	$	1,276,773
Cost of goods sold		—			(683,238	)		(212,645	)		—			(895,883	)
Distribution costs		—			(16,800	)		(6,756	)		—			(23,556	)

Gross profit		—			258,798			99,129			(593	)		357,334

Operating expenses:
Wages, salaries and benefits		—			(125,986	)		(49,352	)		—			(175,338	)
Selling and general expenses		—			(39,681	)		(17,733	)		593			(56,821	)
Administrative expenses		(1,426	)		(31,141	)		(10,935	)		—			(43,502	)
Rent expense, net		—			(5,303	)		(4,812	)		—			(10,115	)
Depreciation and amortization		—			(20,358	)		(6,429	)		—			(26,787	)
Advertising		—			(7,226	)		(3,176	)		—			(10,402	)
Impairment		—			—			(1,891	)		—			(1,891	)

Total operating expenses		(1,426	)		(229,695	)		(94,328	)		593			(324,856	)

Operating (loss) income		(1,426	)		29,103			4,801			—			32,478

Interest expense, net		—			(33,449	)		(139	)		—			(33,588	)
Equity (loss) income from subsidiaries		(369	)		2,816			—			(2,447	)		—

(Loss) income before income taxes		(1,795	)		(1,530	)		4,662			(2,447	)		(1,110	)

Income tax benefit (expense)		—			1,161			(1,846	)		—			(685	)

Net (loss) income		(1,795	)		(369	)		2,816			(2,447	)		(1,795	)

Other comprehensive income		—			—			—			—			—

Comprehensive (loss) income	$	(1,795	)	$	(369	)	$	2,816		$	(2,447	)	$	(1,795	)

- 16 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 1628-WEEK PERIOD ENDED ~~APRIL~~JULY 2114, 2012

(Dollars in thousands)

	Tops HoldingCorporation			Tops Markets, LLC			GuarantorSubsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(292	)	$	11,180		$	7,953		$	—		$	18,841
Cash flows used in investing activities:
Cash paid for property and equipment		—			(8,253	)		(1,189	)		—			(9,442	)
Proceeds from insurable loss recovery		—			—			779			—			779
Change in intercompany receivables position		—			(292	)		(7,448	)		7,740			—
Net cash used in investing activities		—			(8,545	)		(7,858	)		7,740			(8,663	)
Cash flows provided by (used in) financing activities:
Borrowings on ABL Facility		—			43,500			—			—			43,500
Repayments on ABL Facility		—			(48,500	)		—			—			(48,500	)
Principal payments on capital leases		—			(3,747	)		(105	)		—			(3,852	)
Change in intercompany payables position		292			7,448			—			(7,740	)		—
Change in bank overdraft position		—			(182	)		—			—			(182	)
Repayments of long- term debt borrowings		—			(141	)		—			—			(141	)
Net cash provided by (used in) financing activities		292			(1,622	)		(105	)		(7,740	)		(9,175	)
Net increase (decrease) in cash and cash equivalents		—			1,013			(10	)		—			1,003
Cash and cash equivalents-beginning of period		—			18,351			830			—			19,181
Cash and cash equivalents-end of period	$	—		$	19,364		$	820		$	—		$	20,184

(Unaudited)

- 13 -


	Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(512	)	$	36,778		$	24,432		$	—		$	60,698
Cash flows used in investing activities:
Cash paid for property and equipment		—			(11,784	)		(3,416	)		—			(15,200	)
Proceeds from insurable loss recovery		—			—			1,150			—			1,150
Change in intercompany receivables position		—			(512	)		(21,992	)		22,504			—

Net cash used in investing activities		—			(12,296	)		(24,258	)		22,504			(14,050	)

Cash flows provided by (used in) financing activities:
Borrowings on ABL Facility		—			66,600			—			—			66,600
Repayments on ABL Facility		—			(71,600	)		—			—			(71,600	)
Principal payments on capital leases		—			(6,624	)		(165	)		—			(6,789	)
Change in intercompany payables position		512			21,992			—			(22,504	)		—
Change in bank overdraft position		—			181			—			—			181
Repayments of long-term debt borrowings		—			(250	)		—			—			(250	)

Net cash provided by (used in) financing activities		512			10,299			(165	)		(22,504	)		(11,858	)

Net increase in cash and cash equivalents		—			34,781			9			—			34,790
Cash and cash equivalents-beginning of period		—			18,351			830			—			19,181

Cash and cash equivalents-end of period	$	—		$	53,132		$	839		$	—		$	53,971

- 17 -

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 1628-WEEK PERIOD ENDED ~~APRIL~~JULY 2316, 2011

(Dollars in thousands)

	Tops HoldingCorporation			Tops Markets, LLC			GuarantorSubsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(238	)	$	12,919		$	9,622		$	—		$	22,303
Cash flows used in investing activities:
Cash paid for property and equipment		—			(7,263	)		(9,691	)		—			(16,954	)
Proceeds from sale of assets		—			—			650			—			650
Change in intercompany receivables position		—			(238	)		(449	)		687			—
Net cash used in investing activities		—			(7,501	)		(9,490	)		687			(16,304	)
Cash flows provided by (used in) financing activities:
Borrowings on ABL Facility		—			220,800			—			—			220,800
Repayments on ABL Facility		—			(215,800	)		—			—			(215,800	)
Principal payments on capital leases		—			(3,107	)		(126	)		—			(3,233	)
Repayments of long- term debt borrowings		—			(126	)		—			—			(126	)
Change in bank overdraft position		—			(290	)		—			—			(290	)
Deferred financing costs incurred		—			(57	)		—			—			(57	)
Change in intercompany payables position		238			449			—			(687	)		—
Net cash provided by (used in) financing activities		238			1,869			(126	)		(687	)		1,294
Net increase in cash and cash equivalents		—			7,287			6			—			7,293
Cash and cash equivalents-beginning of period		—			16,689			730			—			17,419
Cash and cash equivalents-end of period	$	—		$	23,976		$	736		$	—		$	24,712

(Unaudited)

- 14 -


	Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(476	)	$	24,304		$	11,226		$	—		$	35,054
Cash flows used in investing activities:
Cash paid for property and equipment		—			(10,516	)		(15,392	)		—			(25,908	)
Proceeds from sale of assets		—			—			650			—			650
Change in intercompany receivables position		—			(476	)		3,796			(3,320	)		—

Net cash used in investing activities		—			(10,992	)		(10,946	)		(3,320	)		(25,258	)

Cash flows provided by (used in) financing activities:
Borrowings on ABL Facility		—			356,300			—			—			356,300
Repayments on ABL Facility		—			(358,800	)		—			—			(358,800	)
Principal payments on capital leases		—			(5,580	)		(223	)		—			(5,803	)
Repayments of long-term debt borrowings		—			(227	)		—			—			(227	)
Deferred financing costs incurred		—			(57	)		—			—			(57	)
Change in bank overdraft position		—			8			—			—			8
Change in intercompany payables position		476			(3,796	)		—			3,320			—

Net cash provided by (used in) financing activities		476			(12,152	)		(223	)		3,320			(8,579	)

Net increase in cash and cash equivalents		—			1,160			57			—			1,217
Cash and cash equivalents-beginning of period		—			16,689			730			—			17,419

Cash and cash equivalents-end of period	$	—		$	17,849		$	787		$	—		$	18,636

- 18 -

12. SUBSEQUENT EVENT

On July 19, 2012, the Company announced an agreement with GU Markets LLC, an affiliate of C&S, to acquire 21 supermarkets in Upstate New York and Vermont. The transaction is expected to close during the fall of 2012 and is subject to customary closing conditions. The aggregate purchase price of approximately $28 million, inclusive of inventory and real property associated with two of the supermarkets, is expected to be funded using cash on hand.

- 19 -

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information appearing elsewhere in this report. This report contains forward-looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. See “Forward-Looking Statements” below.

COMPANY OVERVIEW

We are a leading supermarket retailer in our Upstate New York and Northern Pennsylvania markets. Introduced in 1962, our Tops brand is widely recognized as a strong retail supermarket brand name in our markets supported by strong customer loyalty and attractive supermarket locations. We are headquartered in Williamsville, New York and have ~~approximately~~over 12,~~100~~000 associates.

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements, which are generally statements about future events, plans, objectives and performance. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to the following:

•

risks of claims relating to the Penn Traffic acquisition that may not have been properly discharged in the bankruptcy process;

•

the severity of current economic conditions and the impact on consumer demand and spending and our pricing strategy;

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pricing and market strategies, the expansion, consolidation and other activities of competitors, and our ability to respond to the promotional practices of competitors;

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our ability to effectively increase or maintain our profit margins;

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the success of our expansion and renovation plans;

•

fluctuations in utility, fuel and commodity prices which could impact consumer spending and buying habits and the cost of doing business;

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risks inherent in our motor fuel operations;

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our exposure to local economies and other adverse conditions due to our geographic concentration;

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risks of natural disasters and severe weather conditions;

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supply problems with our suppliers and vendors;

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our relationships with unions and unionized employees, and the terms of future collective bargaining agreements or labor strikes;

•

increased operating costs resulting from rising employee benefit costs or pension funding obligations;

•

changes in, or the failure or inability to comply with, laws and governmental regulations applicable to the operation of our pharmacy and other businesses;

•

the adequacy of our insurance coverage against claims of our customers in connection with our pharmacy services;

- 15 -

•

estimates of the amount and timing of payments under our self-insurance policies;

- 20 -

•

risks of liability under environmental laws and regulations;

•

our ability to maintain and improve our information technology systems;

•

events that give rise to actual or potential food contamination, drug contamination or food-borne illness or any adverse publicity relating to these types of concerns, whether or not valid;

•

threats or potential threats to security;

•

our ability to retain key personnel;

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risks of data security breaches or losses of confidential customer information;

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risks relating to our substantial indebtedness;

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claims or legal proceedings against us;

•

decisions by our controlling shareholders that may conflict with the interests of the holders of our debt; and

•

other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 and elsewhere in this report.

We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

BASIS OF PRESENTATION

We operate on a 52/53 week fiscal year ending on the Saturday closest to December 31. Our fiscal years include 13 four-week reporting periods, with an additional week in the thirteenth reporting period for 53-week fiscal years. Our first quarter of each fiscal year includes four reporting periods, while the remaining quarters include three reporting periods.

Our condensed consolidated financial statements for the 1612 and 28-week periods ended ~~April~~July 2114, 2012 and ~~April~~July 2316, 2011 are unaudited, and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary for a fair condensed consolidated statement of financial position and results of operations for such periods.

RECENT EVENTS AFFECTING OUR RESULTS OF OPERATIONS AND THE COMPARABILITY OF REPORTED RESULTS OF OPERATIONS

Acquisition of Penn Traffic

On January 29, 2010, we completed the Penn Traffic acquisition, which involved the acquisition of substantially all of the assets of The Penn Traffic Company out of bankruptcy, including Penn Traffic’s 79 retail supermarkets. We have retained 50 of the acquired supermarkets. Three supermarkets were sold during late July and early August 2011, one supermarket was closed in October 2011, and one supermarket was sold in January 2012. Net sales and operating ~~income~~loss for these five supermarkets were $129.38 million and $1.6 million, respectively, for the 12-week period ended July 16, 2011, and $022.1 million and $1.5 million, respectively, for the 1628-week period ended ~~April~~July 2316, 2011. The supermarket that was sold in January 2012 had aan ~~nominal~~immaterial impact toon our condensed consolidated financial statements for the 1628-week period ended ~~April~~July 2114, 2012.

RESULTS OF OPERATIONS

1612-Week Period Ended ~~April~~July 2114, 2012 Compared with 1612-Week Period Ended ~~April~~July 2316, 2011

Summary

The results of operations during the 1612-week period ended ~~April~~July 2114, 2012 when compared with the 1612-week period ended ~~April~~July 2316, 2011 were primarily impacted by a $45.24 million ~~reduction~~increase in ~~operating~~gross ~~expenses~~profit, ~~largely~~which ~~attributable~~was tocaused in part by a $24.32 million favorable ~~decline~~change in ~~utility~~year-over-year ~~costs and~~non-cash ~~the~~LIFO ~~impact~~adjustments. ofAdditionally, ~~our~~we ~~cost~~experienced ~~containment~~a ~~initiatives~~$3.3 ~~This~~million ~~was~~reduction ~~partially~~in ~~offset~~operating byexpenses, largely related to a $21.49 million decrease in ~~gross~~utility ~~profit,~~costs ~~which~~and ~~was impacted by~~ a $21.9 million ~~unfavorable~~impairment ~~change~~recognized induring the prior year~~-over-year~~ ~~non-cash LIFO adjustments~~period.

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Net Sales

The following table includes a comparison of the components of our net sales for the 1612-week periods ended ~~April~~July 2114, 2012 and ~~April~~July 2316, 2011.

(Dollars in thousands)

16-week periods ended

12-week periods ended

$Change

%Change

April 21, 2012

April 23, 2011

$ Change

% Change

July 14, 2012

July 16, 2011

Inside sales

~~639~~509,~~494~~120

~~658~~507,~~893~~387

~~(19~~1,~~399~~733

)

(20.93

Gasoline sales

6453,~~886~~241

5852,~~366~~127

61,~~520~~114

~~11.~~2.1

Net sales

~~704~~562,~~380~~361

~~717~~559,~~259~~514

~~(12~~2,~~879~~847

)

(10.85

Inside sales ~~decreased~~increased during the 1612-week period ended ~~April~~July 2114, 2012 compared with the 1612-week period ended ~~April~~ July 2316, 2011 due to a 21.06% ~~decrease~~increase in same store sales, ~~combined~~as ~~with~~well as the ~~impact~~$3.2 million inside sales contribution of a ~~reduction~~supermarket opened in ~~year-over-year~~September ~~store count~~2011. The ~~decrease~~increase in same store sales was largely attributable to the timing of the Easter holiday and our Monopoly® promotion. The week following Easter, historically a very poor sales week, occurred during the 2012 ~~period,~~first ~~versus~~quarter ~~the~~ (16-week ~~subsequent~~period toended ~~the~~April 21, ~~end~~2012), ofversus the 2011 second quarter (12-week period. Inended July 16, ~~2012~~2011). Additionally, there was a change in ~~the~~ timing of our Monopoly® marketing promotion, which ~~will~~ran ~~run~~ from April through July in 2012, compared with January through April in 2011. ~~The~~ ~~store~~Inside ~~count~~sales ~~reduction~~were ~~resulted~~negatively ~~from~~impacted ~~the~~by ~~five~~a ~~acquired~~significant decline ~~Penn~~in ~~Traffic~~pharmacy ~~supermarkets~~sales, ~~that~~largely ~~were~~the ~~sold~~result orof ~~closed~~the ~~between~~recent ~~July~~conversion ~~2011~~of ~~and~~certain ~~January~~drugs ~~2012.~~from ~~These~~being ~~supermarkets~~brand ~~generated~~only ~~inside~~to ~~sales~~having ofgeneric ~~$12~~equivalents.3 ~~million~~This ~~during~~conversion ~~the~~had ~~16-week~~an ~~period~~estimated ~~ended April 23,~~50 ~~2011.~~basis ~~This~~points impact ~~was~~on ~~partially~~same ~~offset~~store sales. Inside sales were also impacted by the ~~openings~~sale or closure of ~~two~~five ~~new~~of the acquired Penn Traffic supermarkets induring ~~March~~the second half of 2011 and ~~September~~early January 2012 that contributed $9.8 million of inside sales during the 2011, ~~respectively~~period.

Gasoline sales increased during the 1612-week period ended ~~April~~July 2114, 2012 compared with the 1612-week period ended ~~April~~July 2316, 2011 due to ana 85.45% increase in the ~~retail price per gallon. Additionally, the~~ number of gallons sold ~~increased 2.6%~~, primarily due to the addition of ~~four~~five new fuel stations since July 2011. This was partially offset by a 3.2% decrease in the retail price per gallon.

Gross Profit

The following table includes a comparison of cost of goods sold, distribution costs and gross profit for the 1612-week periods ended ~~April~~July 2114, 2012 and ~~April~~July 2316, 2011.

(Dollars in thousands)

	16-weekperiod endedApril 21, 2012			% ofNet Sales			16-weekperiod endedApril 23, 2011			% ofNet Sales			$ Change			% Change
	12-weekperiod endedJuly 14, 2012			% ofNet Sales			12-weekperiod endedJuly 16, 2011			% ofNet Sales			$Change			%Change
Cost of goods sold	$	(~~490~~390,~~707~~514	)		69.74	%	$	(~~500~~395,~~744~~139	)		6970.86	%	$	~~(10~~4,~~037~~625	)		(21.02	)%
Distribution costs		(1311,~~767~~511	)		2.0	%		(149,~~163~~393	)		21.07	%		(~~396~~2,118	)		(222.85	)%
Gross profit	$	~~199~~160,~~906~~336			28.45	%	$	~~202~~154,~~352~~982			2827.27	%	$	(25,~~446~~354	)		(13.25	)%

~~As a percentage of net sales, cost of goods sold remained relatively consistent during the 16-week period ended April 21, 2012 compared with the 16-week period ended April 23, 2011.~~ We experienced a change in LIFO inventory valuation adjustments from ~~income~~expense of $02.78 million during the 1612-week period ended ~~April~~July 2316, 2011 to ~~expense~~income of $21.2 4 million during the 1612-week period ended ~~April~~July 2114, 2012. Excluding the impact of non-cash LIFO adjustments, cost of goods sold as a percentage of net sales was 69.47% and 6970.91% during the 1612-week periods ended ~~April~~July 2114, 2012 and ~~April~~ July 2316, 2011, respectively. This improvement was a result of a continuation of pricing improvements ~~made~~commenced in 2011, promotional spending ~~charges,~~changes asand ~~well as cost deflation in dairy commodities experienced during the 16-week period ended April 21, 2012. These factors were partially offset by the higher proportion of gasoline~~ sales ~~versus inside sales, as gasoline sales occur at higher cost of goods sold percentages~~mix.

~~Distribution~~As ~~costs~~a ~~remained~~percentage ~~consistent~~of net sales, the increase in distribution costs during the 1612-week period ended ~~April~~July 2114, 2012 compared with the 16 12-week period ended ~~April 23~~July 16, 2011 was due to a $0.9 million benefit during the 2011 period from the “open book” supply agreement with C&S related to favorable gross margin, largely attributable to commodity forward buy activities. This benefit was not duplicated during the 2012 period. Additionally, we incurred a $0.4 million negative impact of incremental workers’ compensation claims, as well as adverse development of previously existing claims, sustained by C&S during the 2012 period. Additional C&S labor costs were also occurred in connection with an IT system conversion and the transition of warehousing and distribution activities between two locations as part of a collective bargaining agreement between C&S and its union employees that service our supermarkets.

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Operating Expenses

The following table includes a comparison of operating expenses for the 1612-week periods ended ~~April~~July 2114, 2012 and ~~April~~July 2316, 2011.

(Dollars in thousands)

	16-weekperiod endedApril 21, 2012		% ofNet Sales			16-weekperiod endedApril 23, 2011		% ofNet Sales			$ Change			% Change
	12-weekperiod endedJuly 14, 2012		% ofNet Sales			12-weekperiod endedJuly 16, 2011		% ofNet Sales			$Change			%Change
Wages, salaries and benefits	$	9975,~~230~~125		1413.14	%	$	9876,~~982~~356		13.86	%	$	~~248~~(1,231	)		0(1.36	)%
Selling and general expenses		2922,~~818~~400		4.20	%		3323,~~383~~438		4.72	%		(31,~~565~~038	)		(104.74	)%
Administrative expenses		2318,~~870~~543		3.43	%		2518,~~483~~019		3.62	%		~~(1,613~~524	)		(62.39	)%
Rent expense		53,~~980~~568		0.86	%		54,~~903~~212		0.8	%		77(644	)		1(15.3	)%
Depreciation and amortization		1612,~~029~~023		2.31	%		1511,~~041~~746		2.1	%		~~988~~277			62.64	%
Advertising		5,~~646~~118		0.89	%		54,~~990~~412		0.8	%		~~(344~~706	)		(516.70	)%
Total	$	180,573		25.6	%	$	184,782		25.8	%	$	(4,209	)		(2.3	)%
Impairment		—		0.0	%		1,891		0.3	%		(1,891	)		(100.0	)%
Total	$	136,777		24.3	%	$	140,074		25.0	%	$	(3,297	)		(2.4	)%

Wages, Salaries and Benefits

As a percentage of net sales, the ~~increase~~decrease in wages, salaries and benefits during the 1612-week period ended ~~April~~July 2114, 2012 compared with the 1612-week period ended ~~April~~July 2316, 2011 was ~~largely~~ attributable to a ~~lower vacation expense of~~ $0.79 million ~~during~~reduction ~~the~~in ~~2011~~self-insured ~~period~~workers’ ~~related~~compensation toexpense adue ~~policy~~to ~~change for union associates that modified the period over which vacation time is earned. Additionally, we experienced~~ a ~~$0.6~~reduction ~~million increase~~ in ~~holiday~~ ~~pay~~claims ~~due~~occurrences toby ~~the~~our ~~New Year’s holiday falling within the 2012 period~~workforce, ~~which~~as ~~began~~well ~~January 1,~~as ~~2012, versus~~ the ~~2011~~more ~~period,~~effective ~~which~~leveraging ~~began~~of ~~January 2, 2011~~labor.

Selling and General Expenses

As a percentage of net sales, the decrease in selling and general expenses during the 1612-week period ended ~~April~~July 2114, 2012 compared with the 1612-week period ended ~~April~~July 2316, 2011 was largely due to a $21.39 million decrease in utility costs, primarily attributable to lower commodity costs for electricity. ~~Additionally,~~This wewas ~~recognized~~partially offset by a $01.81 million ~~gain~~increase ~~related~~in toself-insured angeneral ~~insurable~~liability ~~flood~~expense ~~loss~~due ~~recovery~~to ~~that was recorded within selling and general expenses during~~ the ~~16-week~~adverse ~~period~~development ~~ended April 21, 2012. We also benefitted from the renegotiation~~ of ~~certain~~existing ~~cleaning contracts that resulted in a $0~~claims.4 ~~million reduction in expense during the 16-week period ended April 21, 2012.~~

Administrative Expenses

~~The~~Administrative ~~decrease~~expenses inremained ~~administrative~~consistent ~~expenses~~ during the 1612-week ~~period~~ period ended ~~April~~July 2114, 2012 compared with the 1612-week period ended ~~April~~July 23, 2011 was primarily attributable to a $0.6 million reduction in IT outside professional fees and software maintenance expenses, combined with $0.5 million of severance expense related to corporate headcount reductions during the 16~~-week period ended April 23~~, 2011.

Rent Expense, Net

Rent expense reflects our rental expense for our supermarkets under operating leases, net of income we receive from various entities that rent space in our supermarkets under subleases. ~~Rent~~The ~~expense~~decrease ~~remained~~in ~~relatively~~rent ~~consistent~~expense during the 1612-week period ended ~~April~~July 2114, 2012 compared with the 1612-week period ended ~~April~~July 2316, 2011 was due to a $0.8 million settlement gain recognized during the 2012 period related to the termination of sub-lease agreements for in-store banks in three of our supermarkets.

Depreciation and Amortization

~~The~~Depreciation ~~increase~~and inamortization ~~depreciation~~expense ~~and~~remained ~~amortization~~consistent during the 16 12-week period ended ~~April~~July 2114, 2012 compared with the 1612-week period ended ~~April~~July 2316, 2011 ~~was largely attributable to incremental depreciation and amortization associated with 2011 and 2012 capital expenditure activity~~.

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Advertising

~~Advertising~~The ~~remained~~increase ~~consistent~~in advertising during the 1612-week period ended ~~April~~July 2114, 2012 compared with the 1612-week period ended ~~April~~July 2316, 2011. was largely due to the change in timing of our Monopoly® marketing promotion, which ran from April through July in 2012, compared with January through April in 2011.

Impairment

On June 30, 2011, the FTC approved our application to sell three supermarkets to Hometown Markets. The sale of these supermarkets closed in late July and early August 2011. As a result of the sale, we recorded a $1.9 million impairment during the 12-week period ended July 16, 2011, representing the excess of the carrying value of assets over the sale price. No such impairments were recognized during the 12-week period ended July 14, 2012.

Interest Expense, Net

The $1.0.6 million decrease in interest expense during the 1612-week period ended ~~April~~July 2114, 2012 compared with the 1612-week period ended ~~April~~July 2316, 2011 was ~~primarily~~ attributable to a $0.64 million reduction in capital lease interest expense resulting from the decrease in outstanding ~~principle~~ ~~obligation~~principal balances, as well as reduced borrowings under our ABL Facility ~~during the 16-week period ended April 21, 2012~~.

Income Tax Expense

~~The~~While we maintain a 100% valuation allowance against our net deferred tax assets, the income tax expense for the 1612-week period ended ~~April~~July 2114, 2012 ~~primarily~~ reflects the ~~recognition~~partial reversal of additional valuation ~~allowance~~against ~~associated~~net ~~with our indefinite-lived tradename~~ deferred tax ~~liability~~assets. The overall effective tax rate was 363.26%. The effective tax rate would have been 39.46% without the impact of federal tax credits and adjustments to the valuation allowance.

~~Net~~28-Week ~~Income~~Period ~~(Loss)~~Ended July 14, 2012 Compared with 28-Week Period Ended July 16, 2011

~~Our net income (loss) improved to net income of $0.7 million during the 16-week period ended April 21,~~Summary ~~2012 compared with net loss of $2.1 million during the 16-week period ended April 23, 2011.~~

The results of operations during the 28-week period ended July 14, 2012 when compared with the 28-week period ended July 16, 2011 were primarily impacted by a $2.9 million increase in gross profit, which included a $1.4 million favorable change in year-over-year non-cash LIFO adjustments. This increase in gross profit, also attributable to an increased margin rate on sales, was despite a $10.0 million reduction in sales due to a net reduction in store count given the sale or closure of five of the acquired Penn Traffic supermarkets during the second half of 2011 and early January 2012. We experienced a $7.5 million reduction in operating expenses, largely related to a $4.2 million decrease in utility costs and a $1.9 million impairment recognized during the prior year period.

Net Sales

The following table includes a comparison of the components of our net sales for the 28-week periods ended July 14, 2012 and July 16, 2011.

(Dollars in thousands)


	28-week periods ended				$ Change			% Change
	July 14, 2012		July 16, 2011		$ Change			% Change
Inside sales	$	1,148,614	$	1,166,280	$	(17,666	)		(1.5	)%
Gasoline sales		118,127		110,493		7,634			6.9	%

Net sales	$	1,266,741	$	1,276,773	$	(10,032	)		(0.8	)%

Inside sales decreased during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011 due to a 0.4% decrease in same store sales, combined with the impact of the sale or closure of five of the acquired Penn Traffic supermarkets during the second half of 2011 and early January 2012 that contributed $22.1 million of inside sales during the 2011 period. Inside sales were negatively impacted by a significant decline in pharmacy sales, largely the result of the recent conversion of certain drugs from being brand only to having generic equivalents. This conversion had an estimated 30 basis points impact on same store sales. These factors were partially offset by $8.3 million of incremental inside sales contribution during the 2012 period related to two supermarkets opened during March and September 2011.

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Gasoline sales increased during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011 due to a 3.9% increase in the number of gallons sold, primarily due to the addition of five new fuel stations since July 2011. Additionally, the sales increase was impacted by a 2.9% increase in the retail price per gallon.

Gross Profit

The following table includes a comparison of cost of goods sold, distribution costs and gross profit for the 28-week periods ended July 14, 2012 and July 16, 2011.

(Dollars in thousands)


	28-week period ended July 14, 2012			% of Net Sales			28-week period ended July 16, 2011			% of Net Sales			$ Change			% Change
Cost of goods sold	$	(881,221	)		69.6	%	$	(895,883	)		70.2	%	$	14,662			1.6	%
Distribution costs		(25,278	)		2.0	%		(23,556	)		1.8	%		(1,722	)		(7.3	)%

Gross profit	$	360,242			28.4	%	$	357,334			28.0	%	$	2,908			0.8	%

We experienced a decrease in LIFO inventory valuation expense from $2.2 million during the 28-week period ended July 16, 2011 to $0.8 million during the 28-week period ended July 14, 2012. Excluding the impact of non-cash LIFO adjustments, cost of goods sold as a percentage of net sales was 69.5% and 70.0% during the 28-week periods ended July 14, 2012 and July 16, 2011, respectively. This improvement was a result of a continuation of pricing improvements commenced in 2011, promotional spending changes and sales mix. These factors were partially offset by the higher proportion of gasoline sales versus inside sales, as gasoline sales occur at higher cost of goods sold percentages.

As a percentage of net sales, the increase in distribution costs during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011 was due to a $0.9 million benefit during the 2011 period from the “open book” supply agreement with C&S related to favorable gross margin, largely attributable to commodity forward buy activities. This benefit was not duplicated during the 2012 period. Additionally, we incurred a $0.4 million negative impact of incremental workers’ compensation claims, as well as adverse development of previously existing claims, sustained by C&S during the 2012 period. Additional C&S labor costs were also occurred in connection with an IT system conversion and the transition of warehousing and distribution activities between two locations as part of a collective bargaining agreement between C&S and its union employees that service our supermarkets.

Operating Expenses

The following table includes a comparison of operating expenses for the 28-week periods ended July 14, 2012 and July 16, 2011.

(Dollars in thousands)


	28-week period ended July 14, 2012		% of Net Sales			28-week period ended July 16, 2011		% of Net Sales			$ Change			% Change
Wages, salaries and benefits	$	174,355		13.8	%	$	175,338		13.7	%	$	(983	)		(0.6	)%
Selling and general expenses		52,218		4.1	%		56,821		4.5	%		(4,603	)		(8.1	)%
Administrative expenses		42,413		3.3	%		43,502		3.4	%		(1,089	)		(2.5	)%
Rent expense		9,548		0.8	%		10,115		0.8	%		(567	)		(5.6	)%
Depreciation and amortization		28,052		2.2	%		26,787		2.1	%		1,265			4.7	%
Advertising		10,764		0.9	%		10,402		0.8	%		362			3.5	%
Impairment		—		0.0	%		1,891		0.1	%		(1,891	)		(100.0	)%

Total	$	317,350		25.1	%	$	324,856		25.4	%	$	(7,506	)		(2.3	)%

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Wages, Salaries and Benefits

Wages, salaries and benefits remained consistent during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011.

Selling and General Expenses

As a percentage of net sales, the decrease in selling and general expenses during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011 was largely due to a $4.2 million decrease in utility costs, primarily attributable to lower commodity costs for electricity. Additionally, we recognized a $1.0 million gain related to an insurable flood loss recovery that was recorded within selling and general expenses during the 28-week period ended July 14, 2012. This was partially offset by a $1.3 million increase in self-insured general liability expense due to the adverse development of existing claims.

Administrative Expenses

The decrease in administrative expenses during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011 was primarily attributable to a $0.8 million reduction in IT outside professional fees and software maintenance expenses.

Rent Expense, Net

Rent expense reflects our rental expense for our supermarkets under operating leases, net of income we receive from various entities that rent space in our supermarkets under subleases. The decrease in rent expense during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011 was due to a $0.8 million settlement gain recognized during the 2012 period related to the termination of sub-lease agreements for in-store banks in three of our supermarkets.

Depreciation and Amortization

The increase in depreciation and amortization during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011 was largely attributable to incremental depreciation and amortization associated with 2011 and 2012 capital expenditure activity.

Advertising

Advertising remained consistent during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011.

Impairment

On June 30, 2011, the FTC approved our application to sell three supermarkets to Hometown Markets. The sale of these supermarkets closed in late July and early August 2011. As a result of the sale, we recorded a $1.9 million impairment, representing the excess of the carrying value of assets over the sale price. No such impairments were recognized during the 28-week period ended July 14, 2012.

Interest Expense, Net

The $1.6 million decrease in interest expense during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011 was attributable to a $1.0 million reduction in capital lease interest expense resulting from the decrease in outstanding principal balances, as well as reduced borrowings under our ABL Facility.

Income Tax Expense

While we maintain a 100% valuation allowance against our net deferred tax assets, the income tax expense for the 28-week period ended July 14, 2012 reflects the partial reversal of additional valuation allowance against net deferred tax assets. The overall effective tax rate was 6.6%. The effective tax rate would have been 39.6% without the impact of federal tax credits and adjustments to the valuation allowance.

The income tax expense for the 28-week period ended July 16, 2011 reflects the establishment of additional valuation allowance against net deferred tax assets during the period. The overall effective tax rate was (61.7)%. The effective tax rate would have been 33.9% without the impact of the additional valuation allowance and discrete charges.

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LIQUIDITY AND CAPITAL RESOURCES

See Note 6 to our condensed consolidated financial statements included in this report for a description of our credit facilities.

Our primary sources of cash are cash flows generated from our operations and borrowings under our ABL Facility. We believe that these sources will be sufficient to meet working capital requirements, anticipated capital expenditures and scheduled debt payments for at least the next twelve months. Our ability to satisfy debt service obligations, to fund planned capital expenditures and to make acquisitions will depend upon our future operating performance, which will be affected by prevailing economic conditions in the grocery industry and financial, business, and other factors, some of which are beyond our control.

On July 19, 2012, we announced an agreement with GU Markets LLC, an affiliate of C&S, to acquire 21 supermarkets in Upstate New York and Vermont. The transaction is expected to close during the fall of 2012 and is subject to customary closing conditions. The aggregate purchase price of approximately $28 million, inclusive of inventory and real property associated with two of the supermarkets, is expected to be funded using cash on hand.

Cash Flows Information

The following is a summary of cash provided by or used in each of the indicated types of activities:

(Dollars in thousands)

	16-week periods ended
	28-week periods ended
	April 21, 2012			April 23, 2011
	July 14, 2012			July 16, 2011
Cash provided by (used in):
Operating activities	$	1860,~~841~~698		$	2235,~~303~~054
Investing activities		(814,~~663~~050	)		(1625,~~304~~258	)
Financing activities		(911,~~175~~858	)		1(8,~~294~~579	)

Cash provided by operating activities during the 1628-week period ended ~~April~~July 2114, 2012 ~~decreased~~increased $325.56 million compared with the 1628-week period ended ~~April~~July 2316, 2011 due to an $8.6 million increase in earnings, adjusted for non-cash income and expenses. Additionally, changes in operating assets and liabilities ~~which~~ represented a ~~use~~source of cash of $511.92 million during the 1628-week period ended ~~April~~July 2114, 2012, compared to a ~~source~~use of cash of $35.1 9 million during the 1628-week period ended ~~April~~July 2316, 2011. This period-over-period change was primarily attributable to the timing of vendor payments and the resulting changes in accounts payable during the respective periods. ~~This decrease was partially offset by a $5.6 million increase in earnings, adjusted for non-cash income and expenses.~~

Cash used in investing activities during the 1628-week period ended ~~April~~ July 2114, 2012 decreased $711.62 million compared with the 1628-week period ended ~~April~~July 2316, 2011, ~~primarily~~largely due to the timing of capital expenditure activities. We expect to invest $35 million to $40 million in capital expenditures during the next 12 months.

-Cash 19used in financing activities increased $3.3 million during the 28-week period ended July 14, 2012 compared with the 28-week period ended July 16, 2011 as a result of the change in net borrowings and repayments related to our ABL Facility.

Cash (used in) provided by financing activities decreased $10.5 million during the 16-week period ended April 21, 2012 compared with the 16-week period ended April 23, 2011 as a result of the change in net borrowings and repayments related to our ABL Facility.

Multiemployer Pension Plans

We contribute to the United Food and Commercial Workers District Union Local One (“Local One”) plan, a defined benefit multiemployer pension plan, under our collective bargaining agreements with Local One. The Local One plan generally provides retirement benefits to participants based on their service to contributing employers. During the 1628-week periods ended ~~April~~July 2114, 2012 and ~~April~~July 2316, 2011, we made contributions of $25.91 million and $34.09 million, respectively, to this plan.

We ~~will~~are be required to increase our annual contributions to the Local One plan pursuant to our collective bargaining agreements and the Local One plan’s rehabilitation plan. We are also contingently liable for withdrawal liability in the event that we withdraw from the Local One plan. In accordance with applicable accounting rules, our contingent withdrawal liability is not ~~included~~reflected in ~~our~~ our condensed consolidated financial statements. We have no intention to withdraw from the Local One plan.

In addition, at the time we ~~entered~~ entered into our original supply ~~arrangement~~agreement with C&S ~~Wholesale Grocers~~, ~~Inc. (“C&S”), which supplies approximately 60% of our products,~~ certain of our warehouse personnel became employees of C&S, with C&S assuming our obligations under several other multiemployer pension plans. Although we are not a sponsoring employer of, and make no contribution payments to any of these other multiemployer pension plans, we have certain contractual indemnification obligations for withdrawal liability that may arise in the event of C&S’s withdrawal from such plans, or upon termination of the supply agreement.

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Off-Balance Sheet Arrangements

Other than our operating leases, contingent multiemployer pension liabilities previously discussed, and letters of credit, we are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, net sales, expenses, results of operations, liquidity, capital expenditures or capital resources.

Inflation

Product cost inflation could vary from our estimates due to general economic conditions, weather, availability of raw materials and ingredients in the products that we sell and their packaging, and other factors beyond our control.

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Our audited consolidated financial statements as of December 31, 2011 include a description of certain critical accounting policies, including those related to vendor allowances, inventory valuation, valuation of tradename, valuation of long-lived assets, leases, self-insurance programs and income taxes.

Recent Accounting Pronouncements

~~Recent~~There ~~Accounting~~are ~~Pronouncements~~currently ~~are~~no ~~included~~recent ~~in Note~~accounting 2pronouncements which had or are expected to have a material impact on the ~~condensed~~Company’s consolidated financial statements inas ~~Item 1~~ of ~~Part~~the Idate of this report.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not utilize financial instruments for trading or other speculative purposes, nor do we utilize leveraged financial instruments.

We use derivative financial instruments from time to time primarily to manage our exposure to fluctuations in interest rates and, to a lesser extent, adverse fluctuations in commodity prices and other market risks. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets.

-We 20manage -our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of variable and fixed rate debt, and interest rate swaps. As of July 14, 2012, we did not have any outstanding interest rate swaps designated as fair value or cash flow hedges.

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WeThe ~~manage~~table ~~our~~below ~~exposure~~provides toinformation ~~interest~~about ~~rates~~our ~~and~~outstanding ~~changes~~debt inas ~~the~~of ~~fair~~July 14, ~~value~~2012. The ofamounts shown ~~our~~for ~~debt~~each ~~instruments~~year ~~primarily through~~represent the ~~strategic~~contractual ~~use~~maturities of ~~variable~~long-term ~~and~~debt, ~~fixed~~excluding ~~rate~~capital ~~debt,~~leases. Interest ~~and~~rates ~~interest~~reflect the weighted average rate ~~swaps~~for the outstanding instruments. AsThe Fair-Value column includes the fair-value of ~~April~~our debt instruments as of July 2114, 2012,. Refer weto ~~did~~Note ~~not~~1 ~~have~~of ~~any~~our ~~outstanding~~condensed ~~interest~~consolidated ~~rate~~financial ~~swaps~~statements ~~designated~~included asin ~~fair~~this ~~value~~report orfor ~~cash~~information ~~flow~~about ~~hedges~~our accounting policy for financial instruments.

The table below provides information about our outstanding debt as of April 21, 2012. The amounts shown for each year represent the contractual maturities of long-term debt, excluding capital leases. Interest rates reflect the weighted average rate for the outstanding instruments. The variable component of each variable rate debt instrument is based on the weighted average of LIBOR using the forward yield curve and the prime rate as of April 21, 2012. The Fair-Value column includes the fair-value of our debt instruments as of April 21, 2012. Refer to Note 1 of our condensed consolidated financial statements in Item 1 of Part I of this report for information about our accounting policy for financial instruments.

(Dollars in thousands)

	Expected Fiscal Year of Maturity
	Remainderof 2012			2013			2014			2015			2016		Thereafter		Fair Value
Debt
Fixed rate	$	~~293~~184		$	2,290		$	280		$	350,~~165~~166		$	—	$	—	$	~~377~~374,~~528~~794
Average interest rate		7.1	%		3.5	%		7.1	%		10.1	%		N/A		N/A
Variable rate	$	—		$	—		$	—		$	—		$	—	$	—	$	—
Average interest rate		N/A			N/A			N/A			N/A			N/A		N/A

COMMODITY PRICE RISK

We purchase products that are impacted by commodity prices and are therefore subject to price volatility caused by weather, market conditions and other factors that are not considered predictable or within our control.

ITEM 4.

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of ~~April~~July 2114, 2012, the Chief Executive Officer and the Chief Financial Officer, together with certain designated members of the finance and accounting organization, evaluated the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective as of ~~April~~July 2114, 2012.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in the Company’s internal control over financial reporting during the 1628-week period ended ~~April~~July 2114, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The Company is subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. The Company is also subject to certain environmental claims. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on our results of operations, financial position or cash flows.

ITEM 1A.

RISK FACTORS

There are no material changes from risk factors for the Company disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

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ITEM 6.

EXHIBITS

Exhibit No.
ExhibitNo.
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial information from the quarterly report on Form 10-Q of Tops Holding Corporation for the ~~16-week~~quarter ~~period~~ ended ~~April~~July 2114, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive Income (~~loss~~Loss), (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Condensed Consolidated Financial Statements.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TOPS HOLDING CORPORATION


TOPS HOLDING CORPORATION
By:		/s/ William R. Mills
		William R. Mills
		Senior Vice President and Chief Financial Officer
		August 27, 2012

By:		/s/ William R. Mills
		William R. Mills
		Senior Vice President and Chief Financial Officer
		June 4, 2012

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