SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2017-04-26 | Period of Report: 2017-01-27 SEC Accession No. 0001104659-17-026424 (HTML Version on secdatabase.com) FILER 99 CENTS ONLY STORES LLC Mailing Address Business Address 4000 EAST UNION PACIFIC 4000 EAST UNION PACIFIC CIK:1011290| IRS No.: 952411605 | State of Incorp.:CA | Fiscal Year End: 0330 AVENUE AVENUE Type: 10-K | Act: 34 | File No.: 001-11735 | Film No.: 17785296 CITY OF COMMERCE CA CITY OF COMMERCE CA SIC: 5331 Variety stores 90023 90023 3239808145 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 27, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-11735 99 CENTS ONLY STORES LLC (Exact name of registrant as specified in its charter) California 95-2411605 (State or other Jurisdiction of Incorporation or (I.R.S. Employer Identification No.) Organization) 4000 Union Pacific Avenue, City of Commerce, California 90023 (Address of Principal Executive Offices) (zip code) Registrants telephone number, including area code: (323) 980-8145 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No o Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 o No x 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 o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o (Do not check if a smaller reporting company) Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x The registrant is privately held. There is no trading in the registrants membership units and therefore an aggregate market value based on the registrants membership units is not determinable. As of April 19, 2017, there were 100 units outstanding of the registrants membership units, none of which are publicly traded. Table of Contents Table of Contents Page Part I Item 1. Business 4 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 28 Item 2. Properties 29 Item 3. Legal Proceedings 29 Item 4. Mine Safety Disclosures 29 Part II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 30 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 6. Selected Financial Data 31 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 49 Item 8. Financial Statements and Supplementary Data 50 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 95 Item 9A. Controls and Procedures 95 Item 9B. Other Information 96 Part III Item 10. Directors, Executive Officers and Corporate Governance 97 Item 11. Executive Compensation 100 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 112 Item 13. Certain Relationships and Related Transactions, and Director Independence 114 Item 14. Principal Accounting Fees and Services 115 Part IV Item 15. Exhibits, Financial Statement Schedule 116 Item 16. Form 10-K Summary 116 2 Table of Contents As used in this Annual Report on Form 10-K (this Report), unless the context suggests otherwise, the terms Company, 99 Cents, we, us, and our refer to 99¢ Only Stores and its consolidated subsidiaries prior to the Conversion (as defined and described below in Item 1 Business-Conversion to LLC) and to 99 Cents Only Stores LLC and its consolidated subsidiaries at the time of or after the Conversion. SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION This Report contains statements that constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words expect, estimate, anticipate, predict, will, project, plan, believe and other similar expressions and variations thereof are intended to identify forward-looking statements. Such statements appear in a number of places in this Report and include statements regarding the intent, belief or current expectations of 99 Cents Only Stores LLC and our directors or officers with respect to, among other things, (a) trends affecting our financial condition or results of operations, (b) our business and growth strategies (including our new store opening growth rate) and (c) our investments in our existing stores, warehouse and distribution facilities and information systems, that are not historical in nature. Readers are cautioned not to put undue reliance on such forward-looking statements. Such forward-looking statements are and will be based on our then-current expectations, estimates and assumptions regarding future events and are applicable only as of the date of such statements. We may not realize our expectations and our estimates and assumptions may not prove correct. In addition, such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this Report, for the reasons, among others, discussed in the Managements Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors sections. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. You should carefully review the risk factors described in this Report and other documents we file from time to time with the Securities and Exchange Commission, including our quarterly reports on Form 10-Q and any current reports on Form 8-K. Fiscal Periods and Basis of Presentation On December 16, 2013, the board of directors of the Companys sole member, Number Holdings, Inc., a Delaware corporation (Parent), approved a resolution changing the end of the Companys fiscal year. Prior to the change, the fiscal year of the Company Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ended on the Saturday closest to the last day of March. The Companys new fiscal year end is the Friday closest to the last day of January, with each quarterly period ending the Friday closest to the last day of April, July, October or January, as applicable. Our fiscal year 2017 (fiscal 2017) began on January 30, 2016 and ended January 27, 2017 and consisted of 52 weeks. Unless otherwise stated, references to years in this Report relate to fiscal years rather than calendar years. Our fiscal year 2016 (fiscal 2016) began on January 31, 2015 and ended on January 29, 2016 and consisted of 52 weeks. Our fiscal year 2015 (fiscal 2015) began on February 1, 2014 and ended on January 30, 2015 and consisted of 52 weeks. Our fiscal year ended January 31, 2014 (transition fiscal 2014 or the ten months ended January 31, 2014) began on March 31, 2013 and ended on January 31, 2014 and consisted of 44 weeks. Our fiscal year 2013 (fiscal 2013) began on April 1, 2012 and ended on March 30, 2013, consisting of 52 weeks. Our fiscal year 2018 (fiscal 2018) will consist of 53 weeks beginning January 28, 2017 and ending February 2, 2018. Unless otherwise stated, references to years in this Report relate to fiscal years rather than calendar years.