-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QJZaVc7gPLYocUuF09knkDopI/2z+62JSANz8eGlNSiXtq3UV9RIsNg8p6cedMLY c7Wy6ew9wHN1h4ARWGywCQ== 0000912057-01-543781.txt : 20020413 0000912057-01-543781.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-01-543781 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011103 FILED AS OF DATE: 20011218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN TRAFFIC CO CENTRAL INDEX KEY: 0000077155 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 250716800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09930 FILM NUMBER: 1816401 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SRYACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: 8145369900 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 10-Q 1 a2066114z10-q.txt 10-Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 3, 2001 OR [ ] 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 0-8858 THE PENN TRAFFIC COMPANY (Exact name of registrant as specified in its charter) DELAWARE 25-0716800 (State of incorporation) (IRS Employer Identification No.) 1200 STATE FAIR BLVD., SYRACUSE, NEW YORK 13221-4737 (Address of principal executive offices) (Zip Code) (315) 453-7284 (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 ninety (90) days. YES |X| NO |_| Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES |X| NO |_| Common stock, par value $.01 per share: 20,056,264 shares outstanding as of December 7, 2001 ================================================================================ PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS THE PENN TRAFFIC COMPANY CONSOLIDATED STATEMENT OF OPERATIONS UNAUDITED (All dollar amounts in thousands, except per share data)
13 WEEKS 13 WEEKS ENDED ENDED NOVEMBER 3, OCTOBER 28, 2001 2000 --------- --------- REVENUES $ 598,766 $ 585,366 COST AND OPERATING EXPENSES: Cost of sales 436,672 429,595 Selling and administrative expenses 151,006 147,626 Amortization of excess reorganization value 27,318 27,318 --------- --------- OPERATING LOSS (16,230) (19,173) Interest expense 8,886 9,507 --------- --------- LOSS BEFORE INCOME TAXES (25,116) (28,680) Provision (benefit) for income taxes (Note 3) 1,286 (336) --------- --------- NET LOSS $ (26,402) $ (28,344) ========= ========= PER SHARE (BASIC AND DILUTED): Net loss (Note 4) $ (1.32) $ (1.41) ========= =========
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS. -2- THE PENN TRAFFIC COMPANY CONSOLIDATED STATEMENT OF OPERATIONS UNAUDITED (All dollar amounts in thousands, except per share data)
39 WEEKS 39 WEEKS ENDED ENDED NOVEMBER 3, OCTOBER 28, 2001 2000 ----------- ----------- REVENUES $ 1,789,325 $ 1,753,576 COST AND OPERATING EXPENSES: Cost of sales 1,304,142 1,281,688 Selling and administrative expenses 445,443 435,026 Amortization of excess reorganization value 81,954 81,962 Unusual item (Note 2) 1,259 ----------- ----------- OPERATING LOSS (42,214) (46,359) Interest expense 27,458 28,763 ----------- ----------- LOSS BEFORE INCOME TAXES (69,672) (75,122) Provision for income taxes (Note 3) 5,867 3,513 ----------- ----------- NET LOSS $ (75,539) $ (78,635) =========== =========== PER SHARE (BASIC AND DILUTED): Net loss (Note 4) $ (3.77) $ (3.91) =========== ===========
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS. -3- THE PENN TRAFFIC COMPANY CONSOLIDATED BALANCE SHEET (All dollar amounts in thousands)
UNAUDITED AUDITED NOVEMBER 3, FEBRUARY 3, 2001 2001 --------- --------- ASSETS CURRENT ASSETS: Cash and short-term investments $ 39,015 $ 42,529 Accounts and notes receivable (less allowance for doubtful accounts of $3,717 and $4,634, respectively) 44,643 46,113 Inventories 303,232 271,704 Prepaid expenses and other current assets 10,123 9,338 --------- --------- 397,013 369,684 --------- --------- NONCURRENT ASSETS: Capital leases - net 46,358 50,812 Property, plant and equipment - net 265,797 255,507 Goodwill - net 9,049 9,197 Beneficial leases - net 48,472 50,549 Excess reorganization value - net 69,350 151,304 Other assets - net 24,649 22,517 --------- --------- $ 860,688 $ 909,570 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of obligations under capital leases 8,416 7,878 Current maturities of long-term debt 6,074 5,062 Trade accounts and drafts payable 133,367 119,905 Other accrued liabilities 78,981 76,857 Accrued interest expense 5,145 3,478 Taxes payable 15,184 16,971 --------- --------- 247,167 230,151 --------- --------- NONCURRENT LIABILITIES: Obligations under capital leases 68,883 73,396 Long-term debt 250,818 238,112 Deferred income taxes 75,746 76,141 Other noncurrent liabilities 33,690 28,483 STOCKHOLDERS' EQUITY: Preferred stock - authorized 1,000,000 shares; $.01 par value; none issued Common Stock - authorized 30,000,000 shares; $.01 par value; 20,056,264 and 20,054,022 shares issued and outstanding, respectively 201 201 Capital in excess of par value 416,215 416,207 Stock warrants 7,249 7,249 Retained deficit (235,534) (159,995) Accumulated other comprehensive loss (3,372) Treasury stock, at cost (Note 5) (375) (375) --------- --------- TOTAL STOCKHOLDERS' EQUITY 184,384 263,287 --------- --------- $ 860,688 $ 909,570 ========= =========
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS. -4- THE PENN TRAFFIC COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED (All dollar amounts in thousands)
39 WEEKS 39 WEEKS ENDED ENDED NOVEMBER 3, OCTOBER 28, 2001 2000 --------- --------- OPERATING ACTIVITIES: Net loss $ (75,539) $ (78,635) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 31,428 31,427 Amortization of excess reorganization value 81,954 81,962 Other - net (153) (353) NET CHANGE IN ASSETS AND LIABILITIES: Accounts receivable and prepaid expenses 685 3,885 Inventories (31,528) (12,119) Payables and accrued expenses 10,805 3,410 Deferred income taxes 1,950 3,000 Other assets (1,807) (4,084) Other noncurrent liabilities (510) (591) --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 17,285 27,902 --------- --------- INVESTING ACTIVITIES: Capital expenditures (30,730) (47,964) Proceeds from sale of assets 294 1,545 --------- --------- NET CASH USED IN INVESTING ACTIVITIES (30,436) (46,419) --------- --------- FINANCING ACTIVITIES: Net increase in drafts payables 2,236 6,309 Payments to settle long-term debt (3,982) (1,221) Borrowing of revolver debt 140,800 21,700 Repayment of revolver debt (123,100) (15,000) Reduction of capital lease obligations (6,325) (6,891) Net Sale (Purchase) of common stock 8 (375) --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 9,637 4,522 --------- --------- DECREASE IN CASH AND CASH EQUIVALENTS (3,514) (13,995) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 42,529 51,759 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 39,015 $ 37,764 ========= ========= Interest paid 25,135 24,020 Income taxes paid 2,840 273
SEE NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS. -5- THE PENN TRAFFIC COMPANY Notes To Interim Consolidated Financial Statements Unaudited NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The results of operations for the interim periods are not necessarily an indication of results to be expected for the year. In the opinion of management, all adjustments necessary for a fair statement of the results are included for the interim periods, and all such adjustments are normal and recurring. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2001 and the Company's Quarterly Reports on Form 10-Q for each of the 13-week periods ended May 5, 2001 and August 4, 2001. All significant intercompany transactions and accounts have been eliminated in consolidation. IMPLEMENTATION OF EITF 00-14 AND OTHER RECLASSIFICATIONS The Company's Consolidated Statement of Operations for the 13-week and 39-week periods ended November 3, 2001 reflects the Company's implementation of EITF Issue Number 00-14, "Accounting for Certain Sales Incentives" ("EITF 00-14") in the 13-week period ended November 3, 2001. EITF 00-14 addresses the recognition, measurement and income statement classification of certain sales incentives offered by companies in the form of discounts, coupons or rebates. In connection with the implementation of this new accounting pronouncement, Penn Traffic has made certain reclassifications between "Revenues" and "Costs and Operating Expenses" in the Company's Consolidated Statement of Operations for the 13-week and 39-week periods ended November 3, 2001. These reclassifications result in an equal decrease to the Company's reported Revenues and Costs and Operating Expenses for these periods. Penn Traffic has also reclassified the Company's financial statements for each quarter of the prior year (the 53-week period ended February 3, 2001) for comparability purposes. -6- In addition, in the 13-week period ended November 3, 2001, the Company made certain other reclassifications of expenses in the Consolidated Statement of Operations between "Cost of sales" and "Selling and administrative expenses" for all of the quarterly and year-to-date periods in the current year and the prior year. After such reclassifications, the "Cost of sales" caption includes cost of goods sold including the cost of distributing such products to the Company's retail stores and wholesale/franchise accounts. In contrast, in the Company's historic income statement classifications, the Cost of sales caption also included buying and occupancy costs. These costs are now included under the caption, "Selling and administrative expenses." The Company believes that after these reclassifications, Penn Traffic's income statement presentation is more consistent with the majority of public companies in the supermarket industry than its historic presentation. The implementation of EITF 00-14 and these other reclassifications do not have any effect on Penn Traffic's reported Operating Loss, EBITDA or Net Loss. The table below presents the Revenues, Cost of sales and Selling and administrative expenses captions of the Company's Consolidated Statement of Operations for the four quarters of the fiscal year ended February 3, 2001 and the 13-week periods ended May 5, 2001 and August 4, 2001 after taking into account the reclassifications described above and as previously reported utilizing the Company's historic income statement presentation.
SELECTED CONSOLIDATED STATEMENT OF OPERATIONS DATA - AFTER RECLASSIFICATIONS 13 WEEKS 13 WEEKS 13 WEEKS 14 WEEKS 53 WEEKS ENDED ENDED ENDED ENDED ENDED APRIL 29, JULY 29, OCTOBER 28, FEBRUARY 3, FEBRUARY 3, 2000 2000 2000 2001 2001 -------------- --------------- -------------- --------------- --------------- Revenues $ 566,087 $ 602,123 $ 585,366 $ 659,719 $ 2,413,295 Cost of sales 412,158 439,935 429,595 479,355 1,761,043 Selling and administrative expenses 142,605 144,795 147,626 158,730 593,756 13 WEEKS 13 WEEKS 26 WEEKS ENDED ENDED ENDED MAY 5, AUGUST 4, AUGUST 4, 2001 2001 2001 -------------- -------------- -------------- Revenues $ 579,055 $ 611,504 $ 1,190,559 Cost of sales 422,412 445,058 867,470 Selling and administrative expenses 146,370 148,067 294,437
-7-
SELECTED CONSOLIDATED STATEMENT OF OPERATING DATA - HISTORICAL PRESENTATION 13 WEEKS 13 WEEKS 13 WEEKS 14 WEEKS 53 WEEKS ENDED ENDED ENDED ENDED ENDED APRIL 29, JULY 29, OCTOBER 28, FEBRUARY 3, FEBRUARY 3, 2000 2000 2000 2001 2001 -------------- --------------- -------------- --------------- --------------- Revenues $ 592,617 $ 629,741 $ 611,265 $ 691,682 $ 2,525,305 Cost of sales 450,539 476,955 468,662 521,695 1,917,851 Selling and administrative expenses 130,754 135,393 134,458 148,354 548,959 13 WEEKS 13 WEEKS 26 WEEKS ENDED ENDED ENDED MAY 5, AUGUST 4, AUGUST 4, 2001 2001 2001 -------------- -------------- -------------- Revenues $ 608,422 $ 644,333 $ 1,252,755 Cost of sales 464,295 486,996 951,291 Selling and administrative expenses 133,855 138,957 272,812
NOTE 2 - UNUSUAL ITEM In January 2000, Penn Traffic began a process to (1) reduce the number of distribution centers the Company utilizes for nonperishable grocery products from four to three and (2) transfer the distribution of general merchandise and health and beauty care items from a leased facility in Columbus, Ohio to the Company's Jamestown, New York facility (an owned 267,000 square foot facility which had supplied grocery products to certain stores in upstate New York and northern Pennsylvania until January 2000). This process was completed in June 2000. During the 39-week period ended October 28, 2000, the Company recorded an unusual item of $1.3 million associated with the implementation of this warehouse consolidation project. -8- NOTE 3 - INCOME TAXES The tax provisions for the 13-week and 39-week periods ended November 3, 2001 and October 28, 2000 are not recorded at statutory rates due to differences between income calculations for financial reporting and tax reporting purposes that result primarily from the nondeductible amortization of excess reorganization value. NOTE 4 - NET LOSS PER SHARE Net loss per share is computed based on the requirements of Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("EPS"). This standard requires presentation of Basic EPS, computed based on the weighted average number of common shares outstanding for the period, and Diluted EPS, which gives effect to all dilutive potential shares outstanding (i.e., options and warrants) during the period. In the calculation of Basic EPS, 20,056,264 and 20,055,298 shares were used for the 13-week and 39-week periods ended November 3, 2001, respectively, and 20,069,867 and 20,094,592 shares were used for the 13-week and 39-week periods ended October 28, 2000, respectively. The calculations of Diluted EPS exclude the effect of incremental common stock equivalents aggregating 28,811 shares and 34,153 shares for the 13-week and 39-week periods ended November 3, 2001, respectively, and 2,228 shares and 889 shares for the 13-week and 39-week periods ended October 28, 2000, respectively, since they would have been antidilutive given the net loss for the periods. NOTE 5 - STOCKHOLDERS' EQUITY Total comprehensive loss for the 13-week period ended November 3, 2001 was $27.6 million. Total comprehensive loss for the 39-week period ended November 3, 2001 was $77.1 million (excluding a $1.8 million loss associated with the adoption of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") as amended by Statement of Accounting Standards No. 138 at the beginning of the 39-week period ended November 3, 2001). The Company currently holds interest rate swap contracts for the purpose of hedging interest rate risk associated with variable rate debt. These contracts have been designated as cash flow hedges under SFAS 133 and, accordingly, changes in the fair value of the contracts net of income tax are recorded in other comprehensive income. On June 29, 2000, the Company announced that its Board of Directors had authorized the Company to repurchase up to an aggregate value of $10 million of Penn Traffic's common stock from time to time in the open market or privately negotiated transactions. The timing and amounts of purchases will be governed by prevailing market conditions and other considerations. To date, the Company has repurchased 53,000 shares of common stock at an average price of $7.08 per share. -9- NOTE 6 - SUPPLEMENTAL FINANCIAL INFORMATION (In thousands of dollars, except per share data)
13 WEEKS 13 WEEKS ENDED ENDED NOVEMBER 3, OCTOBER 28, 2001 2000 ------------------- ------------------ EBITDA (1) $ 22,156 $ 19,538 Adjusted EBITDA (2) 24,524 21,712 Cash interest expense 8,667 9,290 Adjusted net income (3) 2,313 256 Adjusted Earnings per Share (Basic and Diluted) (4) $ 0.12 $ 0.01 39 WEEKS 39 WEEKS ENDED ENDED NOVEMBER 3, OCTOBER 28, 2001 2000 ------------------- ------------------ EBITDA (1) $ 73,044 $ 69,789 Adjusted EBITDA (2) 75,412 66,241 Cash interest expense 26,801 28,111 Adjusted net income (3) 7,812 1,975 Adjusted Earnings per Share (Basic and Diluted) (4) $ 0.39 $ 0.10
- ------------------------------ See notes below -10- NOTE 6 - SUPPLEMENTAL FINANCIAL INFORMATION (CONTINUED) (1) "EBITDA" is earnings before interest, taxes, depreciation, amortization, amortization of excess reorganization value, LIFO provision and unusual items. EBITDA should not be interpreted as a measure of operating results, cash flow provided by operating activities, a measure of liquidity or as an alternative to any generally accepted accounting principle measure of performance. The Company is reporting EBITDA because it is a widely used financial measure of the potential capacity of a company to incur and service debt. Penn Traffic's reported EBITDA may not be comparable to similarly titled measures used by other companies. (2) "Adjusted EBITDA" for the 13-week and 39-week periods ended November 3, 2001 is EBITDA excluding loyalty card startup costs of $2.4 million. Adjusted EBITDA for the 13-week period ended October 28, 2000 is EBITDA excluding loyalty card startup costs of $1.5 million and startup costs and losses associated with the commencement of operation of the Company's New England stores of $0.7 million. Adjusted EBITDA for the 39-week period ended October 28, 2000 is EBITDA excluding loyalty card startup costs of $1.5 million, startup costs and operating losses associated with the commencement of operation of the Company's New England stores of $0.7 million and income attributable to the Company's prior agreement with another supermarket company for the lease of 10 stores in New England (the "New England Lease") of $5.7 million. (3) "Adjusted net income" for the 13-week period ended November 3, 2001 is net loss excluding loyalty card startup costs of $1.4 million (after tax) and amortization of excess reorganization value of $27.3 million. Adjusted net income for the 39-week period ended November 3, 2001 is net loss excluding loyalty card startup costs of $1.4 million (after tax) and amortization of excess reorganization value of $82.0 million. Adjusted net income for the 13-week period ended October 28, 2000 is net loss excluding loyalty card startup costs of $0.9 million (after tax), startup costs and losses associated with the commencement of operation of the Company's New England stores of $0.4 million (after tax) and amortization of excess reorganization value of $27.3 million. Adjusted net income for the 39-week period ended October 28, 2000 is net loss excluding New England lease income of $3.4 million (after tax), loyalty card startup costs of $0.9 million (after tax), startup costs and losses associated with the commencement of operation of the Company's New England stores of $0.4 million (after tax), an unusual item (expense) of $0.7 million (after tax) and amortization of excess reorganization value of $82.0 million. (4) "Adjusted Earnings per Share" is computed on adjusted net income based on the requirements of Statement of Financial Accounting Standards No. 128, "Earnings Per Share." In the calculation of Basic Adjusted Earnings per Share, 20,056,264 and 20,055,298 shares were used for the 13-week and 39-week periods ended November 3, 2001, respectively, and 20,069,867 and 20,094,592 shares were used for the 13-week and 39-week periods ended October 28, 2000. In the calculation of Diluted Adjusted Earnings per Share 20,085,075 and 20,089,451 shares were used for the 13-week and 39-week periods ended November 3, 2001, respectively, and 20,072,095 and 20,095,481 were used for the 13-week and 39-week periods ended October 28, 2000. -11- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements included in this Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q which are not statements of historical fact are intended to be, and are hereby identified as, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Without limiting the foregoing, the words "anticipate," "believe," "estimate," "expect," "intend," "plan," "project" and other similar expressions are intended to identify forward-looking statements. The Company cautions readers that forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. Such factors include, among other things, the success or failure of the Company in implementing its current business and operational strategies; general economic and business conditions; competition; availability, location and terms of sites for store development; the successful implementation of the Company's capital expenditure program (including store remodeling and investments in the Company's technology infrastructure including point-of sale systems); labor relations; labor and employee benefit costs including increases in health care and pension costs; the impact of the Company's loyalty card program on its results of operations; the impact of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" on the Company's financial statements and financial results (as discussed in "Impact of New Accounting Standards" below); availability, terms and access to capital; the Company's liquidity and other financial considerations; the ability of the Company to repurchase its common stock in open market purchases and the prices at which it repurchases its common stock; restrictions on the Company's ability to repurchase its shares under its debt instruments; and the outcome of pending or yet-to-be instituted legal proceedings. The following discussion utilizes the Company's Consolidated Statement of Operations for the periods noted after taking into account the reclassifications described below under "Impact of New Accounting Standards." -12- RESULTS OF OPERATIONS THIRTEEN WEEKS ("THIRD QUARTER FISCAL 2002") AND THIRTY-NINE WEEKS ENDED NOVEMBER 3, 2001 COMPARED TO THIRTEEN WEEKS ("THIRD QUARTER FISCAL 2001") AND THIRTY-NINE WEEKS ENDED OCTOBER 28, 2000. The following table sets forth Consolidated Statement of Operations components expressed as percentages of revenues for Third Quarter Fiscal 2002 and Third Quarter Fiscal 2001, and for the 39-week periods ended November 3, 2001 and October 28, 2000, respectively:
Third Quarter Ended Thirty-nine Weeks Ended NOVEMBER 3, October 28, NOVEMBER 3, October 28, 2001 2000 2001 2000 ------------------ ------------------------------------ ----------------- Revenues 100.0% 100.0% 100.0% 100.0% Gross profit (1) 27.1 26.6 27.1 26.9 Adjusted gross profit (2) 27.1 26.7 27.1 26.7 Selling and administrative expenses 25.2 25.2 24.9 24.8 Adjusted selling and administrative expenses (3) 24.9 25.0 24.8 24.8 Amortization of excess reorganization value 4.6 4.7 4.6 4.7 Unusual item 0.1 Operating loss (2.7) (3.3) (2.4) (2.6) Adjusted operating income (4) 2.2 1.8 2.4 1.9 Interest expense 1.5 1.6 1.5 1.6 Net loss (4.4) (4.8) (4.2) (4.5) Adjusted net income (5) 0.4 0.0 0.4 0.1
- --------------------------------- See notes below -13- RESULTS OF OPERATIONS (CONTINUED) (1) Revenues less cost of sales. (2) "Adjusted gross profit" for Third Quarter Fiscal 2002 and the 39-week period ended November 3, 2001 is gross profit excluding loyalty card startup costs of $0.4 million. Adjusted gross profit for Third Quarter Fiscal 2001 is gross profit excluding loyalty card startup costs of $0.4 million and startup costs and operating losses associated with the commencement of operation of the Company's New England stores of $0.3 million. Adjusted gross profit for the 39-week period ended October 28, 2000 is gross profit excluding income associated with the Company's prior lease of 10 stores in New England to another supermarket chain which expired in August 2000 (the "New England Lease") of $5.7 million, loyalty card startup costs of $0.4 million and startup costs and operating losses associated with the commencement of the Company's New England stores of $0.3 million. (3) "Adjusted selling and administrative expenses" for Third Quarter Fiscal 2002 and the 39-week period ended November 3, 2001 is selling and administrative expenses excluding loyalty card startup costs of $2.0 million. Adjusted selling and administrative expenses for Third Quarter Fiscal 2001 and the 39-week period ended October 28, 2000, is selling and administrative expenses excluding loyalty card startup costs of $1.1 million, startup costs and operating losses associated with the commencement of operation of the Company's New England stores of $0.4 million. (4) "Adjusted operating income" for Third Quarter Fiscal 2002 is operating loss excluding loyalty card startup costs of $2.4 million and amortization of excess reorganization value of $27.3 million. Adjusted operating income for the 39-week period ended November 3, 2001 is operating loss excluding loyalty card startup costs of $2.4 million and amortization of excess reorganization value of $82.0 million. Adjusted operating income for Third Quarter Fiscal 2001 is operating loss excluding loyalty card startup costs of $1.5 million, startup costs and operating losses associated with the commencement of operation of the Company's New England stores of $0.7 million and amortization of excess reorganization value of $27.3 million. Adjusted operating income for the 39-week period ended October 28, 2000 is operating loss excluding income associated with the New England Lease of $5.7 million, and loyalty card startup costs of $1.5 million, startup costs and operating losses associated with the commencement of operation of the Company's New England stores of $0.7 million, an unusual item (expense) of $1.3 million and amortization of excess reorganization value of $82.0 million. (5) "Adjusted net income" for Third Quarter Fiscal 2002 is net loss excluding loyalty card startup costs of $1.4 million (after tax) and amortization of excess reorganization value of $27.3 million. Adjusted net income for the 39-week period ended November 3, 2001 is net loss excluding loyalty card startup costs of $1.4 million (after tax) and amortization of excess reorganization value of $82.0 million. Adjusted net income for the Third Quarter Fiscal 2001 is net loss excluding loyalty card startup costs of $0.9 million (after tax), startup costs and operating losses associated with the commencement of operation of the Company's New England stores of $0.4 million (after tax) and amortization of excess reorganization value of $27.3 million. Adjusted net income for the 39-week period ended October 28, 2000 is net loss excluding New England lease income of $3.4 million (after tax), loyalty card startup costs of $0.9 million (after tax), startup costs and operating losses associated with the commencement of operation of the Company's New England stores of $0.4 million (after tax), an unusual item (expense) of $0.7 million (after tax) and amortization of excess reorganization value of $82.0 million. -14- RESULTS OF OPERATIONS (CONTINUED) REVENUES Total revenues for Third Quarter Fiscal 2002 increased 2.3% to $598.8 million from $585.4 million in Third Quarter Fiscal 2001. Total revenues for the 39-week period ended November 3, 2001 increased 2.0% to $1.79 billion from $1.75 billion for the 39-week period ended October 28, 2000. The increase in revenues in Third Quarter Fiscal 2002 is primarily attributable to an increase in same store sales. The increase in revenues in the 39-week period ended November 3, 2001 is primarily attributable to an increase in same store sales and the commencement of the Company's operation of 10 New England stores (see "Liquidity and Capital Resources" below). Same store sales for Third Quarter Fiscal 2002 increased 2.3% from the comparable prior year period. Same store sales for the 39-week period ended November 3, 2001 increased 0.6% from the comparable prior year period. Wholesale supermarket revenues were $70.2 million in Third Quarter Fiscal 2002 compared to $68.6 million in Third Quarter Fiscal 2001. Wholesale supermarket revenues were $205.9 million for the 39-week period ended November 3, 2001 compared to $202.6 million for the 39-week period ended October 28, 2000. GROSS PROFIT; ADJUSTED GROSS PROFIT Gross profit for Third Quarter Fiscal 2002 was 27.1% of revenues compared to 26.6% of revenues in Third Quarter Fiscal 2001. Adjusted gross profit for Third Quarter Fiscal 2002 was 27.1% of revenues compared to 26.7% of revenues in Third Quarter Fiscal 2001. The increase in adjusted gross profit as a percentage of revenues in Third Quarter Fiscal 2002 is primarily due to the benefits of the Company's marketing and merchandising programs and a reduction in inventory shrink expense. These enhancements to the Company's adjusted gross profit were partially offset by increases in promotional spending to drive sales. Gross profit for the 39-week period ended November 3, 2001 was 27.1% of revenues compared to 26.9% of revenues for the 39-week period ended October 28, 2000. Adjusted gross profit for the 39-week period ended November 3, 2001 was 27.1% of revenues compared to 26.7% of revenues for the 39-week period ended October 28, 2000. The increase in adjusted gross profit as a percentage of revenues in the 39-week period ended November 3, 2001 is primarily due to the benefits of the Company's marketing and merchandising programs, and reductions in inventory shrink expense and distribution costs. These enhancements to the Company's adjusted gross profit were partially offset by increases in promotional spending to drive sales. -15- RESULTS OF OPERATIONS (CONTINUED) SELLING AND ADMINISTRATIVE EXPENSES; ADJUSTED SELLING AND ADMINISTRATIVE EXPENSES Selling and administrative expenses for Third Quarter Fiscal 2002 and Third Quarter Fiscal 2001 were 25.2% of revenues. Adjusted selling and administrative expenses for Third Quarter Fiscal 2002 were 24.9% of revenues compared to 25.0% of revenues in Third Quarter Fiscal 2001. The decrease in adjusted selling and administrative expenses as a percentage of revenues for Third Quarter Fiscal 2002 is primarily due to the benefits of the Company's cost reduction programs partially offset by cost increases in labor and utilities. Selling and administrative expenses for the 39-week period ended November 3, 2001 were 24.9% of revenues compared to 24.8% of revenues for the 39-week period ended October 28, 2000. Adjusted selling and administrative expenses for the 39-week period ended November 3, 2001 and the 39-week period ended October 28, 2000 were 24.8% of revenues. The comparison of adjusted selling and administrative expenses as a percentage of revenues for the 39-week period ended November 3, 2001 to the prior year reflects the benefits of the Company's cost reduction programs offset by cost increases in labor and utilities. DEPRECIATION AND AMORTIZATION Depreciation and amortization expense was $10.4 million in Third Quarter Fiscal 2002 and $10.9 million in Third Quarter Fiscal 2001, representing 1.7% of revenues and 1.9% of revenues, respectively. Depreciation and amortization expense was $31.4 million for the 39-week periods ended November 3, 2001 and October 28, 2000 representing 1.8% of revenues. Amortization of excess reorganization value for Third Quarter Fiscal 2002 and Third Quarter Fiscal 2001 was $27.3 million. Amortization of excess reorganization value for the 39-week periods ended November 3, 2001 and October 28, 2000 was $82.0 million. The excess reorganization value asset of $327.8 million, which was established in June 1999 in connection with the implementation of fresh-start reporting, is being amortized on a straight-line basis over a three-year period. The Company will cease amortizing the excess reorganization value asset in the first quarter of Fiscal 2003 (see "Impact of New Accounting Standards" below). -16- RESULTS OF OPERATIONS (CONTINUED) UNUSUAL ITEM During the 39-week period ended October 28, 2000, the Company recorded an unusual item of $1.3 million, related to the implementation of a warehouse consolidation project (see Note 2 to the Interim Consolidated Financial Statements). OPERATING LOSS; ADJUSTED OPERATING INCOME Operating loss for Third Quarter Fiscal 2002 was $16.2 million or 2.7% of revenues compared to an operating loss of $19.2 million or 3.3% of revenues in Third Quarter Fiscal 2001. Adjusted operating income for Third Quarter Fiscal 2002 was $13.5 million or 2.2% of revenues compared to $10.3 million or 1.8% of revenues in Third Quarter Fiscal 2001. The increase in adjusted operating income as a percentage of revenues in Third Quarter Fiscal 2002 is due to an increase in adjusted gross profit as a percentage of revenues and a decrease in adjusted selling and administrative expense as a percentage of revenues. Operating loss for the 39-week period ended November 3, 2001 was $42.2 million or 2.4% of revenues compared to an operating loss of $46.4 million or 2.6% of revenues for the 39-week period ended October 28, 2000. Adjusted operating income for the 39-week period ended November 3, 2001 was $42.1 million or 2.4% of revenues compared to $33.3 million or 1.9% of revenues for the 39-week period ended October 28, 2000. The increase in adjusted operating income as a percentage of revenues in the 39-week period ended November 3, 2001 is due to an increase in adjusted gross profit as a percentage of revenues. INTEREST EXPENSE Interest expense for Third Quarter Fiscal 2002 was $8.9 million compared to $9.5 million in Third Quarter Fiscal 2001. Interest expense for the 39-week period ended November 3, 2001 was $27.5 million compared to $28.8 million for the 39-week period ended October 28, 2000. The decreases in interest expense in Third Quarter Fiscal 2002 and the 39-week period ended November 3, 2001 are due to a decrease in the interest rate on the Company's variable rates debt from the prior year. -17- RESULTS OF OPERATIONS (CONTINUED) INCOME TAXES; ADJUSTED INCOME TAXES Income tax provision was $1.3 million for Third Quarter Fiscal 2002 compared to a benefit of $0.3 million in Third Quarter Fiscal 2001. Adjusted income tax provision was $2.3 million for Third Quarter Fiscal 2002 compared to $0.6 million in Third Quarter Fiscal 2001. Income tax provision for the 39-week period ended November 3, 2001 was $5.9 million compared to $3.5 million for the 39-week period ended October 28, 2000. Adjusted income tax provision for the 39-week period ended November 3, 2001 was $6.8 million compared to $2.6 million for the 39-week period ended October 28, 2000. The effective tax rates for Third Quarter Fiscal 2002, Third Quarter Fiscal 2001 and the 39-week periods ended November 3, 2001 and October 28, 2000 vary from statutory rates due to differences between income for financial reporting and tax reporting purposes that result primarily from the nondeductible amortization of excess reorganization value. NET LOSS; ADJUSTED NET INCOME Net loss for Third Quarter Fiscal 2002 was $26.4 million compared to a net loss of $28.3 million for Third Quarter Fiscal 2001. Adjusted net income was $2.3 million for Third Quarter Fiscal 2002 compared to $0.3 million for Third Quarter Fiscal 2001. Net loss for the 39-week period ended November 3, 2001 was $75.5 million compared to a net loss of $78.6 million for the 39-week period ended October 28, 2000. Adjusted net income for the 39-week period ended November 3, 2001 was $7.8 million compared to $2.0 million for the 39-week period ended October 28, 2000. -18- LIQUIDITY AND CAPITAL RESOURCES In connection with the completion of the Company's financial restructuring in June 1999, the Company issued $100 million of senior notes (the "Senior Notes") and entered into a new $320 million secured credit facility (the "Credit Facility"). Certain terms of the Senior Notes and the Credit Facility are summarized below. The Senior Notes mature on June 29, 2009. The indenture contains certain negative covenants that, among other things, restrict the Company's ability to incur additional indebtedness, permit additional liens and make certain restricted payments. The Credit Facility includes (1) a $205 million revolving credit facility (the "Revolving Credit Facility") and (2) a $115 million term loan (the "Term Loan"). The lenders under the Credit Facility have a first priority perfected security interest in substantially all of the Company's assets. The Credit Facility contains a variety of operational and financial covenants intended to restrict the Company's operations. These include, among other things, restrictions on the Company's ability to incur debt, make capital expenditures and restricted payments, as well as, requirements that the Company achieve required levels for Consolidated EBITDA, interest coverage, fixed charge coverage and funded debt ratio (all as defined in the Credit Facility). The Term Loan will mature on June 30, 2006. Amounts of the Term Loan maturing in each fiscal year are outlined in the following table (in thousands):
Fiscal Year Ending Amount Maturing ------------------ --------------- February 2, 2002 $ 4,750 February 1, 2003 6,750 January 31, 2004 9,750 January 29, 2005 12,750 January 28, 2006 7,750 February 3, 2007 71,250 ------------- $ 113,000 =============
Availability under the Revolving Credit Facility is calculated based on a specified percentage of eligible inventory and accounts receivable of the Company. The Revolving Credit Facility will mature on June 30, 2005. Availability under the Revolving Credit Facility was approximately $141 million as of November 3, 2001. -19- LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) During Third Quarter Fiscal 2002, the Company's internally generated funds from operations and amounts available under the Revolving Credit Facility provided sufficient liquidity to meet the Company's operating, capital expenditure and debt service needs. For the next year, the Company expects to utilize internally generated funds from operations, amounts available under the Revolving Credit Facility and new capital leases to satisfy its operating, capital expenditure and debt service needs and to fund any repurchase of shares of its common stock under its stock repurchase program. Cash flows used to meet the Company's operating requirements during the 39-week period ended November 3, 2001 are reported in the Consolidated Statement of Cash Flows. During the 39-week period ended November 3, 2001, the Company's net cash used in investing activities was $30.4 million. This amount was financed by net cash provided by operating activities of $17.3 million, net cash provided by financing activities of $9.6 million and a decrease in cash and cash equivalents of $3.5 million. In July 1990, the Company entered into an agreement with another supermarket company pursuant to which such company acquired the right to operate 13 stores in Vermont and New Hampshire under its trade name until July 31, 2000 (the "New England Operating Agreement"). Prior to July 1990, these stores had been operated by Penn Traffic under the Company's "P&C" trade name. By August 1, 2000, the Company had regained operating control of the remaining 10 stores that had been subject to the New England Operating Agreement. Nine of these stores were opened for business in August 2000. The Revenues account of the Company's Consolidated Statement of Operations includes income of approximately $2.9 million and $2.8 million from the New England Operating Agreement in the 13-week periods ended April 29, 2000 and July 29, 2000, respectively. In contrast, during the second half of the 53-week period ended February 3, 2001 ("Fiscal 2001"), the Company incurred approximately $1 million of operating losses in connection with the commencement of operation of these 10 stores. While these stores contributed to the Company's operating income in Third Quarter Fiscal 2002 and the 39-week period ended November 3, 2001, Penn Traffic believes that the operating income allocable to such stores in future periods will be significantly less than the income received pursuant to the New England Operating Agreement. The Company competes with several supermarket chains, independent grocery stores, supercenters (combination supermarket and general merchandise stores) and other retailers, many of which have greater resources than Penn Traffic. The number of competitors and the degree of competition encountered by the Company's supermarkets vary by location. Any significant change in the number of the Company's competitors, the number or size of competitors' stores, or in the pricing and promotion practices of the Company's competitors could have an impact on the Company's results of operations. -20- LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) During Fiscal 2001, the Company commenced implementation of a loyalty card program in its 69 Big Bear stores in Ohio and West Virginia. Third Quarter Fiscal 2001 operating income was reduced by an estimated $1.5 million in connection with the launch of this loyalty card program. Penn Traffic completed the chain-wide implementation of this program by introducing the loyalty card in the Company's remaining 150 stores in New York, Pennsylvania and New England in September 2001. The Company incurred approximately $2.4 million of startup costs in Third Quarter Fiscal 2002 to complete the rollout of the loyalty card program. During Fiscal 2002, the Company expects to invest approximately $55 million in capital expenditures (including capital leases). Capital expenditures will be principally for new stores, store remodels, and investments in the Company's distribution infrastructure and technology. The Company expects to finance such expenditures through cash generated from operations, amounts available under the Revolving Credit Facility and new capital leases. On June 29, 2000, the Company announced that its Board of Directors had authorized the Company to repurchase up to an aggregate value of $10 million of Penn Traffic's common stock from time to time in the open market or privately negotiated transactions. The timing and amounts of purchases will be governed by prevailing market conditions and other considerations. To date, the Company has repurchased 53,000 shares of common stock at an average price of $7.08 per share. -21- IMPACT OF NEW ACCOUNTING STANDARDS The Company's Consolidated Statement of Operations and same store sales results for Third Quarter Fiscal 2002 and the 39-week period ended November 3, 2001 reflects the Company's implementation of EITF Issue Number 00-14, "Accounting for Certain Sales Incentives" ("EITF 00-14") in Third Quarter Fiscal 2002. EITF 00-14 addresses the recognition, measurement and income statement classification of certain sales incentives offered by companies in the form of discounts, coupons or rebates. In connection with the implementation of this new accounting pronouncement, Penn Traffic has made certain reclassifications between Revenues and Costs and Operating Expenses in the Company's Consolidated Statement of Operations for Third Quarter Fiscal 2002 and the 39-week period ended November 3, 2001. These reclassifications result in an equal decrease to the Company's reported Revenues and Costs and Operating Expenses. Penn Traffic has also reclassified the Company's prior year financial statements for comparability purposes. In addition, in Third Quarter Fiscal 2002, the Company made certain other reclassifications of expenses in the Consolidated Statement of Operations between "Cost of sales" and "Selling and administrative expenses" for all of the quarterly and year-to-date periods in the current year and the prior year. After such reclassifications, the "Cost of sales" caption includes cost of goods sold including the cost of distributing such products to the Company's retail stores and wholesale/franchise accounts. In contrast, in the Company's historic income statement classifications, the Cost of sales caption also included buying and occupancy costs. These costs are now included under the caption, "Selling and administrative expenses." The Company believes that after these reclassifications, Penn Traffic's income statement presentation is more consistent with the majority of public companies in the supermarket industry than its historic presentation. The implementation of EITF 00-14 and these other reclassifications do not have any effect on Penn Traffic's reported Operating Loss, EBITDA or Net Loss. In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141") and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. SFAS 142 provides that intangible assets with finite useful lives be amortized, and that goodwill and intangible assets with indefinite useful lives not be amortized but tested at least annually for impairment. -22- IMPACT OF NEW ACCOUNTING STANDARDS (CONTINUED) Penn Traffic expects to adopt SFAS 142 in the first quarter of Fiscal 2003 (the 52-week period ending February 1, 2003). The Company does not expect to record any amortization of excess reorganization value or goodwill in its Consolidated Statement of Operations for periods after Fiscal 2002. In conjunction with the adoption of SFAS 142 Penn Traffic will test the carrying value of the excess reorganization value and goodwill assets for impairment. Excess reorganization value and goodwill are currently being amortized at a rate of approximately $110 million annually and will have a carrying value of approximately $51 million at the date of adoption of this standard. -23- PART II. OTHER INFORMATION All items which are not applicable or to which the answer is negative have been omitted from this report. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Number Description -------------- ----------- 10.10B Amendment No. 2 to the Revolving Credit and Term Loan Agreement by and among Penn Traffic, certain of its subsidiaries, Fleet Capital Corporation and the lenders party thereto. (b) No reports on Form 8-K were filed during the fiscal quarter ended November 3, 2001. -24- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE PENN TRAFFIC COMPANY December 18, 2001 /s/ Joseph V. Fisher ------------------------------------- By: Joseph V. Fisher President, Chief Executive Officer and Director December 18, 2001 /s/ Martin A. Fox ------------------------------------- By: Martin A. Fox Executive Vice President, Chief Financial Officer and Director -25- EX-10.10B 3 a2066114zex-10_10b.txt EXHIBIT 10.10B Exhibit 10.10B AMENDMENT NO. 2 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT AMENDMENT NO. 2, dated as of September 17, 2001 (this "AMENDMENT") to that certain Revolving Credit and Term Loan Agreement dated as of June 29, 1999, as amended by Amendment No. 1, dated as of June 26, 2000, and as may be further amended, modified, restated or supplemented from time to time (the "LOAN AGREEMENT") among THE PENN TRAFFIC COMPANY ("Penn Traffic"), DAIRY DELL, INC., BIG M SUPERMARKETS, INC. and PENNY CURTISS BAKING COMPANY, INC. (individually, each a "BORROWER" and collectively, the "BORROWERS"), the Lenders listed therein (collectively, the "LENDERS"), FLEET CAPITAL CORPORATION, as Administrative Agent for the Lenders (in such capacity, the "AGENT"), GMAC BUSINESS CREDIT, LLC, as documentation agent, and AMSOUTH BANK and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as co- agents is made by, between and among the Borrowers, the Lenders and the Agent. Capitalized terms used herein, except as otherwise defined herein, shall have the meanings given to such terms in the Loan Agreement. WHEREAS, the Borrowers have requested that the Lenders agree to amend the Loan Agreement to adjust the Consolidated EBITDA covenant to take into account, among other things, the startup costs associated with expanding its customer loyalty card program. WHEREAS, the Borrowers, the Agent and the Lenders have agreed to amend the Loan Agreement pursuant to the terms and conditions set forth herein. WHEREAS, the Agent and the Lenders wish to confirm the Commitments of the Lenders as of the date hereof. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter set forth, the parties hereto agree as follows: 1. AMENDMENT TO LOAN AGREEMENT. The Loan Agreement is hereby amended as of September 17, 2001 (the "Effective Date"), subject to the fulfillment of the conditions under Section 6 hereof, to add the following proviso at the end of Section 8.14 of the Loan Agreement: "provided, that solely for the purpose of the requirements of this Section 8.14 and without any effect upon any other provision of this Agreement or the definition of Consolidated EBITDA, $10,000,000 shall be added to Consolidated EBITDA calculated for the four consecutive Fiscal Quarter periods ending on each of the third and fourth Fiscal Quarters of Fiscal Year 2002 and on each of the first, second, third and fourth Fiscal Quarters of Fiscal Year 2003." 2. REPRESENTATIONS AND WARRANTIES. As an inducement to the Lenders to enter into this Amendment, each of the Borrowers hereby represents and warrants to the Lenders and agrees with the Lenders as follows: (a) It has the power and authority to enter into this Amendment and has taken all corporate action required to authorize its execution, delivery, and performance of this Amendment. This Amendment has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms. The execution, delivery, and performance of this Amendment will not violate its certificate of incorporation or by-laws or any agreement or legal requirements binding upon it. (b) As of the date hereof and after giving effect to the terms of this Amendment: (i) the Loan Agreement is in full force and effect and constitutes a binding obligation of the Borrowers, enforceable against the Borrowers and owing in accordance with its terms; (ii) the Obligations are due and owing by the Borrowers in accordance with their terms; and (iii) Borrowers have no defense to or setoff, counterclaim, or claim against payment of the Obligations and enforcement of the Loan Documents based upon a fact or circumstance existing or occurring on or prior to the date hereof. 3. COMMITMENTS OF LENDERS. Each Lender party hereto, and the Agent, confirms that Annex A annexed hereto sets forth the Commitment of such Lender as of the date hereof. The Swing Line Lender confirms that the Commitment of the Swing Line Lender is as set forth in Section 2.12 of the Loan Agreement. 4. NO IMPLIED AMENDMENTS. Except as expressly provided herein, the Loan Agreement and the other Loan Documents are not amended or otherwise affected in any way by this Amendment. 5. ENTIRE AGREEMENT; MODIFICATIONS; BINDING EFFECT. This Amendment constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior oral or written understandings about such matter. Each of the Borrowers confirms that, in entering into this Amendment, it did not rely upon any agreement, representation, or warranty by the Agent or any Lender except those expressly set forth herein. No modification, rescission, waiver, release, or amendment of any provision of this Amendment may be made except by a written agreement signed by the parties hereto. The provisions of this Amendment are binding upon and inure to the benefit of the representatives, successors, and assigns of the parties hereto; provided, however, that no interest herein or obligation hereunder may be assigned by any Borrower without the prior written consent of the Required Lenders. 2 6. EFFECTIVE DATE. This Agreement shall become effective on the Effective Date subject to the fulfillment of the following conditions: (i) No Event or Event of Default shall have occurred and there shall have been no material adverse change in the business or financial condition of any of the Borrowers. (ii) The Borrowers shall deliver to the Agent a certificate of the Borrowers' Chief Executive or Chief Financial Officer with respect to Section (i) above and such other instruments and documents as the Agent shall reasonably request. (iii) The Agent shall have received an original counterpart of this Amendment, duly executed and delivered by the Borrowers and the Required Lenders. 7. COUNTERPARTS. This Amendment may be executed in any number of counterparts, and by each party in separate counterparts, each of which is an original, but all of which shall together constitute one and the same agreement. 8. GOVERNING LAW. This Amendment is deemed to have been made in the State of New York and is governed by and interpreted in accordance with the laws of such state, provided that no doctrine of choice of law shall be used to apply the laws of any other state or jurisdiction. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written. BORROWERS: THE PENN TRAFFIC COMPANY By: ------------------------------------ Title: DAIRY DELL, INC. By: ------------------------------------ Title: BIG M SUPERMARKETS, INC. By: ------------------------------------ Title: PENNY CURTISS BAKING COMPANY INC. By: ------------------------------------ Title: ADMINISTRATIVE AGENT: FLEET CAPITAL CORPORATION By: ------------------------------------ Title: SWING LINE LENDER: FLEET CAPITAL CORPORATION By: ------------------------------------ Title: 4 LENDERS: FLEET CAPITAL CORPORATION By: ------------------------------------ Title: GMAC BUSINESS CREDIT, LLC By: ------------------------------------ Title: AMSOUTH BANK By: ------------------------------------ Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: ------------------------------------ Title: HELLER FINANCIAL, INC. By: ------------------------------------ Title: LASALLE BUSINESS CREDIT, INC. By: ------------------------------------ Title: 5 CITIZENS BUSINESS CREDIT COMPANY By: ------------------------------------ Title: THE CIT GROUP/BUSINESS CREDIT, INC. By: ------------------------------------ Title: IBJ WHITEHALL BUSINESS CREDIT CORPORATION By: ------------------------------------ Title: FOOTHILL CAPITAL CORPORATION By: ------------------------------------ Title: TRANSAMERICA BUSINESS CREDIT CORPORATION By: ------------------------------------ Title: 6 DIME COMMERCIAL CORP. By: ------------------------------------ Title: SOVEREIGN BANK By: ------------------------------------ Title: THE PROVIDENT BANK By: ------------------------------------ Title: 7 -----END PRIVACY-ENHANCED MESSAGE-----