-----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, H1ovVG2FMYuscVmcU1VPvSrgS3HpK3WDg2XWkSPzgcC1W15i7g9AuNDwyPvgU5Nu 01I1IAkOaXcFoi70Giu/nA== 0000912057-97-030857.txt : 19970918 0000912057-97-030857.hdr.sgml : 19970918 ACCESSION NUMBER: 0000912057-97-030857 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970802 FILED AS OF DATE: 19970916 SROS: NYSE 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: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09930 FILM NUMBER: 97680943 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 FORM 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 August 2, 1997 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 1-9930 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, NY 13209 (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 90 days. YES X . NO . ---- ---- Common stock, par value $1.25 per share: 10,867,941 shares outstanding as of September 4, 1997 1 of 14 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)
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED AUGUST 2, AUGUST 3, AUGUST 2, AUGUST 3, 1997 1996 1997 1996 ----------- ------------- ------------ ----------- TOTAL REVENUES $ 773,890 $ 842,764 $1,533,278 $1,670,422 COST AND OPERATING EXPENSES: Cost of sales (including buying and occupancy costs) 595,643 648,583 1,177,260 1,284,579 Selling and administrative expenses 158,258 173,328 326,490 344,173 Restructuring charges 1,400 10,704 --------- --------- ---------- ---------- OPERATING INCOME 18,589 20,853 18,824 41,670 Interest expense 37,289 36,158 74,660 70,718 --------- --------- ---------- ---------- (LOSS) BEFORE INCOME TAXES (18,700) (15,305) (55,836) (29,048) Benefit for income taxes 6,776 5,156 21,088 9,870 --------- --------- ---------- ---------- NET (LOSS) $ (11,924) $ (10,149) $ (34,748) $ (19,178) --------- --------- ---------- ---------- --------- --------- ---------- ---------- PER SHARE DATA: Net (loss) $ (1.10) $ (0.93) $ (3.20) $ (1.77) --------- --------- ---------- ---------- --------- --------- ---------- ---------- Average number of common shares outstanding 10,867,941 10,869,694 10,868,037 10,860,390
See Notes to Interim Consolidated Financial Statements. -2-
THE PENN TRAFFIC COMPANY CONSOLIDATED BALANCE SHEET (All dollar amounts in thousands) UNAUDITED AUGUST 2, 1997 FEBRUARY 1, 1997 -------------- ---------------- ASSETS CURRENT ASSETS: Cash and short-term investments $ 52,486 $ 53,240 Accounts and notes receivable (less allowance for doubtful accounts of $4,765 and $2,867, respectively) 65,470 71,874 Inventories (Note 3) 331,608 340,009 Prepaid expenses and other current assets 17,702 17,266 ----------- ----------- Total Current Assets 467,266 482,389 NONCURRENT ASSETS: Capital leases - net 125,302 132,071 Property, plant and equipment - net 546,016 571,306 Intangible assets - net 416,216 422,816 Other assets and deferred charges - net 94,042 95,537 ----------- ----------- $ 1,648,842 $ 1,704,119 ----------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 4,177 $ 3,736 Current portion of obligations under capital leases 13,649 13,541 Trade accounts and drafts payable 166,873 159,579 Payroll and other accrued liabilities 90,052 82,654 Accrued interest expense 35,438 35,664 Payroll taxes and other taxes payable 22,033 13,476 Deferred income taxes 31,029 31,029 ----------- ----------- Total Current Liabilities 363,251 339,679 NONCURRENT LIABILITIES: Long-term debt 1,234,832 1,246,738 Obligations under capital leases 128,535 134,976 Deferred income taxes 2,714 23,876 Other noncurrent liabilities 51,050 55,605 ----------- ----------- Total Liabilities 1,780,382 1,800,874 ----------- ----------- SHAREHOLDERS' EQUITY: Preferred Stock - authorized 10,000,000 shares at $1.00 par value; none issued Common Stock - authorized 30,000,000 shares at $1.25 par value; 10,867,941 shares and 10,869,441 shares issued and outstanding, respectively 13,641 13,641 Capital in excess of par value 180,412 180,412 Retained deficit (314,062) (280,668) Minimum pension liability adjustment (8,767) (8,730) Unearned compensation (2,139) (785) Treasury stock, at cost (625) (625) ----------- ----------- Total Shareholders' Equity (131,540) (96,755) ----------- ----------- $ 1,648,842 $ 1,704,119 ----------- ----------- ----------- ----------- See Notes to Interim Consolidated Financial Statements.
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THE PENN TRAFFIC COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED (All dollar amounts in thousands) TWENTY-SIX TWENTY-SIX WEEKS ENDED WEEKS ENDED AUGUST 2, 1997 AUGUST 3, 1996 --------------- --------------- OPERATING ACTIVITIES: Net (loss) $ (34,748) $ (19,178) Adjustments to reconcile net (loss) to net cash provided by (used in)operating activities: Depreciation and amortization 37,289 37,625 Amortization of intangibles 8,136 8,178 (Decrease) in deferred taxes (21,162) Deferred tax benefit Other - net (2,133) (4,737) Net change in assets and liabilities: Accounts receivable and prepaid expenses 4,069 1,557 Inventories 8,402 10,898 Accounts payable and accrued expenses 23,023 (17,073) Deferred charges and other assets (41) (2,303) --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 22,835 14,967 --------- --------- INVESTING ACTIVITIES: Capital expenditures (9,190) (39,843) Proceeds from sale-and-leaseback transactions 19,164 Other - net 3,632 2,767 --------- --------- NET CASH (USED IN) INVESTING ACTIVITIES (5,558) (17,912) --------- --------- FINANCING ACTIVITIES: Increase in long-term debt 106,840 Payments to settle long-term debt (1,165) (1,525) Borrowings of revolver debt 183,700 207,600 Payment of revolver debt (194,000) (301,700) Reduction of capital lease obligations (6,566) (6,034) Payment of debt issuance costs (2,868) Other - net 70 --------- --------- NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (18,031) 2,383 --------- --------- DECREASE IN CASH AND CASH EQUIVALENTS (754) (562) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 53,240 58,585 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 52,486 $ 58,023 --------- --------- --------- --------- See Notes to Interim Consolidated Financial Statements. -4-
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 generally accepted accounting principles 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 presentation 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 Annual Report on Form 10-K for the fiscal year ended February 1, 1997. Net (loss) income per share of common stock is based on the average number of shares and equivalents of common stock outstanding during each period. Fully diluted income (loss) per share is not presented for each of the periods since conversion of the Company's shares under option would be anti-dilutive or the reduction from primary income (loss) per share is less than three percent. -5- NOTE 2 - SUPPLEMENTAL FINANCIAL INFORMATION (In thousands of dollars) SECOND QUARTER TWENTY-SIX WEEKS -------------- ---------------- FISCAL 1998 - ----------- Operating Income $ 18,589 $ 18,824 Operating Income before special charges 21,739 37,016 Depreciation and Amortization 22,544 45,425 LIFO Provision 750 1,250 Cash Interest Expense 36,076 72,263 FISCAL 1997 - ----------- Operating Income $ 20,853 $ 41,670 Depreciation and Amortization 22,980 45,802 LIFO Provision 825 1,825 Cash Interest Expense 35,018 68,503 NOTE 3 - INVENTORIES If the first-in, first-out (FIFO) method had been used by the Company, inventories would have been $21,473,000 and $20,223,000 higher than reported at August 2, 1997 and February 1, 1997, respectively. NOTE 4 - SPECIAL CHARGES During the quarter ended August 2, 1997 ("Second Quarter Fiscal 1998") and the 26-week period ended August 2, 1997 the Company recorded pre-tax charges totaling approximately $1.6 and $12.6 million, respectively, associated with a management reorganization and related corporate actions. In addition, during Second Quarter Fiscal 1998 and the 26-week period ended August 2, 1997 the Company recorded pre-tax charges of approximately $1.6 and $5.6 million, respectively, associated with the retention of recently hired corporate executives. These charges are included in the restructuring charges and selling and administrative expenses lines of the Consolidated Statement of Operations as described below. -6- NOTE 4 - SPECIAL CHARGES (CONTINUED) The management reorganization includes the centralization of management in the Company's Syracuse, New York headquarters and other actions to streamline the Company's organizational structure. The management reorganization is being implemented during the second and third quarters of Fiscal 1998. It is resulting in the layoff of approximately 375 employees, with most of the layoffs coming in the Company's Columbus, Ohio and DuBois, Pennsylvania divisional headquarters. The restructuring charges of $1.4 and $10.7 million for Second Quarter Fiscal 1998 and the 26-week period ended August 2, 1997 includes $1.3 and $9.7 million, respectively, of severance costs associated with the management reorganization and $0.1 and $1.0 million, respectively, of miscellaneous other costs recorded in connection with the management reorganization. Selling and administrative expenses for Second Quarter Fiscal 1998 and the 26-week period ended August 2, 1997 include pre-tax special charges of (1)$1.6 and $5.6 million, respectively, incurred in connection with the retention of recently hired corporate executives (consisting of $0.7 and $3.4 million, respectively, paid to the newly hired executives primarily to reimburse them for loss of benefits under arrangements with their prior employers and $0.9 and $2.2 million, respectively, of relocation and other miscellaneous expenses associated with their retention) and (2)$0.2 and $1.9 million, respectively, of other costs recorded in connection with the management reorganization and related corporate actions. The accrued liability related to the special charges was $11.8 million at August 2, 1997. NOTE 5 - SHAREHOLDERS' EQUITY During Second Quarter Fiscal 1998, awards were made to officers, employees, and directors of The Penn Traffic Company pursuant to the 1993 Long Term Incentive Plan and the 1997 Performance Incentive Plan. These awards, consisting of options and the amending of certain restrictions on previously awarded restricted stock, covered an aggregate of approximately 750,000 shares of Common Stock of The Penn Traffic Company. -7- 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. Without limiting the foregoing, the words "believe," "anticipate," "plan," "expect," "estimate," "intend" 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 others, the following: general economic and business conditions; competition; the success or failure of the Company in implementing its current business strategy; changes in the Company's business strategy; availability, location and terms of sites for store development; availability, terms and development of capital; labor relations; and labor and employee benefit costs. RESULTS OF OPERATIONS THIRTEEN WEEKS ("SECOND QUARTER FISCAL 1998") AND TWENTY-SIX WEEKS ENDED AUGUST 2, 1997 COMPARED TO THIRTEEN WEEKS ("SECOND QUARTER FISCAL 1997") AND TWENTY-SIX WEEKS ENDED AUGUST 3, 1996 The following table sets forth statement of operations components expressed as a percentage of total revenues for Second Quarter Fiscal 1998 and Second Quarter Fiscal 1997, and for the twenty-six weeks ended August 2, 1997 and August 3, 1996, respectively: Second Quarter Ended Twenty-six Weeks Ended AUGUST 2, August 3, AUGUST 2, August 3, 1997 1996 1997 1996 --------- --------- ----------- --------- Total revenues 100.0% 100.0% 100.0% 100.0% Gross profit (1) 23.0 23.0 23.2 23.1 Selling and administrative expenses excluding special charges (2) 20.2 20.6 20.8 20.6 Selling and administrative expenses 20.4 20.6 21.3 20.6 Restructuring charges 0.2 0.7 Operating income excluding special charges (3) 2.8 2.5 2.4 2.5 Operating income 2.4 2.5 1.2 2.5 Interest expense 4.8 4.3 4.9 4.2 (Loss) before income taxes (2.4) (1.8) (3.6) (1.7) Net (loss) (1.5) (1.2) (2.3) (1.1) (See notes on next page) -8- RESULTS OF OPERATIONS (CONTINUED) (1) Total revenues less cost of sales. (2) Selling and administrative expenses include pre-tax special charges for Second Quarter Fiscal 1998 and the 26-week period ended August 2, 1997 of (1) $1.6 and $5.6 million, respectively, associated with the retention of recently hired corporate executives and (2) $0.2 and $1.9 million of other costs associated with a management reorganization and related corporate actions (see Note 4). (3) Operating income for the Second Quarter Fiscal 1998 and the 26-week period ended August 2, 1997 excluding pre-tax special charges of $3.2 and $18.2 million, respectively, (see Note 4). Total revenues for Second Quarter Fiscal 1998 decreased to $773.9 million from $842.8 million in Second Quarter Fiscal 1997. Total revenues for the twenty-six week period ended August 2, 1997 decreased to $1.533 billion from $1.670 billion for the twenty-six week period ended August 3, 1996. Same store sales for Second Quarter Fiscal 1998 and the twenty-six week period ended August 2, 1997 declined 7.7% and 7.9% respectively. Wholesale supermarket revenues were $93.3 million in Second Quarter Fiscal 1998 compared to $102.3 million in Second Quarter Fiscal 1997. Wholesale supermarket revenues were $183.7 million for the twenty-six weeks ended August 2, 1997 compared to $206.0 million for the twenty-six weeks ended August 3, 1996. Gross profit in Second Quarter Fiscal 1998 was $178.2 million or 23.0% of revenues compared to $194.2 million or 23.0% of revenues in Second Quarter Fiscal 1997. Gross profit as a percentage of total revenues increased to 23.2% for the twenty-six week period ended August 2, 1997 from 23.1% for the twenty-six week period ended August 3, 1996. During Second Quarter Fiscal 1998 and for the twenty-six week period ended August 2, 1997 gross profit as a percentage of revenues was positively impacted by the Company's merchandising initiatives. These improvements were offset by an increase in buying and occupancy costs as a percentage of revenues during a period of low price inflation and a decrease in same store sales. Selling and administrative expenses in Second Quarter Fiscal 1998 were $158.3 million or 20.4% of revenues compared to $173.3 million or 20.6% of revenues in Second Quarter Fiscal 1997. In Second Quarter Fiscal 1998, selling and administrative expenses, excluding pre-tax special charges of $1.8 million (see Note 4), were $156.5 million or 20.2% of revenues. Selling and administrative expenses for the twenty-six week period ended August 2, 1997 were $326.5 million or 21.3% of revenues compared to $344.2 million or 20.6% of revenues for the twenty-six week period ended August 3, 1996. For the twenty-six week period ended August 2, 1997, selling and administrative expenses, excluding pre-tax special charges of $7.5 million (see Note 4), were $319.0 million or 20.8% of revenues. -9- RESULTS OF OPERATIONS (CONTINUED) The decrease in selling and administrative expenses in Second Quarter Fiscal 1998 is primarily the result of the Company's cost reduction programs. Selling and administrative expenses, excluding special charges, for the twenty-six week period ended August 2, 1997 increased as a percentage of revenues due to an increase in fixed and semi-fixed expenses as a percentage of revenues during a period of low price inflation and decrease in same store sales. During Second Quarter Fiscal 1998 and the twenty-six week period ended August 2, 1997, the Company recorded special charges of $3.2 and $18.2 million in connection with the management reorganization and related corporate actions, and the retention of recently hired corporate executives(see Note 4). Depreciation and amortization expense was $22.5 million in Second Quarter Fiscal 1998 and $23.0 million in Second Quarter Fiscal 1997, representing 2.9% and 2.7% of total revenues, respectively. Depreciation and amortization expense was $45.4 million for the twenty-six week period ended August 2, 1997 and $45.8 million for the twenty-six week period ended August 3, 1996, representing 3.0% and 2.7% of total revenues, respectively. Operating income for the Second Quarter Fiscal 1998 was $18.6 million or 2.4% of total revenues compared to $20.9 million or 2.5% of total revenues in Second Quarter Fiscal 1997. In Second Quarter Fiscal 1998 operating income, excluding pre-tax special charges of $3.2 million, was $21.8 million or 2.8% of total revenues. Operating income for the twenty-six week period ended August 2, 1997 was $18.8 million or 1.2% of total revenues compared to $41.7 million or 2.5% of total revenues for the twenty-six week period ended August 3, 1996. Operating income for the twenty-six week period ended August 2, 1997, excluding pre-tax special charges of $18.2 million, was $37.0 million or 2.4% of total revenues. Interest expense for Second Quarter Fiscal 1998 and Second Quarter Fiscal 1997 was $37.3 million and $36.2 million, respectively. Interest expense for the twenty-six week period ended August 2, 1997 and August 3, 1996 was $74.7 million and $70.7 million, respectively. The increase in interest expense is a result of higher debt levels outstanding and a higher average interest rate on outstanding debt in Second Quarter Fiscal 1998 and the twenty-six week period ended August 2, 1997. Loss before income taxes was $18.7 million for Second Quarter Fiscal 1998 compared to a loss of $15.3 million for Second Quarter Fiscal 1997. The loss before income taxes, excluding the effect of pre-tax special charges of $3.2 million, was $15.5 million for Second Quarter Fiscal 1998. Loss before income taxes was $55.8 million for the twenty-six week period ended August 2, 1997 compared to a loss of $29.0 million for the twenty-six week period ended August 3, 1996. The loss before income taxes, excluding the effect of pre-tax special charges of $18.2 million, was $37.6 million for the twenty-six week period ended August 2, 1997. The reason for the increase in the loss before income taxes is the decrease in operating income and an increase in interest expense. -10- RESULTS OF OPERATIONS (CONTINUED) The income tax benefit for Second Quarter Fiscal 1998 was $6.8 million compared to a benefit of $5.2 million for Second Quarter Fiscal 1997. The income tax benefit, excluding the effect of pre-tax special charges of $3.2 million, was $5.5 million for Second Quarter Fiscal 1998. The income tax benefit for the twenty-six week period ended August 2, 1997 was $21.1 million compared to a benefit of $9.9 million for the twenty-six week period ended August 3, 1996. The income tax benefit, excluding the effect of pre-tax special charges of $18.2 million, was $13.6 million for the twenty-six week period ended August 2, 1997. The effective tax rates vary from the statutory rates due to differences between income for financial reporting and tax reporting purposes, primarily related to goodwill amortization resulting from prior acquisitions. Net loss for Second Quarter Fiscal 1998 was $11.9 million compared to a net loss of $10.1 million for Second Quarter Fiscal 1997. Net loss, excluding the after-tax impact of special charges, was $10.1 million for Second Quarter Fiscal 1998. The net loss for the twenty-six week period ended August 2, 1997 was $34.7 million compared to a net loss of $19.2 million for the twenty-six week period ended August 3, 1996. The net loss, excluding the after-tax impact of special charges, was $24.0 million for the twenty-six week period ended August 2, 1997. -11- LIQUIDITY AND CAPITAL RESOURCES Payments of principal and interest on the Company's $1.24 billion of long term debt (excluding capital leases) will materially restrict Company funds available to finance capital expenditures and working capital. Principal payments of long-term debt of $2.6 million, $3.0 million and $2.5 million are due during the remainder of Fiscal 1998, Fiscal 1999 and Fiscal 2000, respectively. The Company has a revolving credit facility (the "Revolving Credit Facility") which provides for borrowings of up to $250 million, subject to a borrowing base limitation measured by eligible inventory and accounts receivable of the Company. The Revolving Credit Facility matures in April 2000 and is secured by a pledge of the Company's inventory, accounts receivable and related assets. As of August 2, 1997, additional availability under the Revolving Credit Facility was $112.8 million. During Second Quarter Fiscal 1998, 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. The Company has entered into two interest rate swap agreements, each of which expires within the next year, that effectively convert $75 million of its fixed rate borrowings into variable rate obligations. Under the terms of these agreements, the Company makes payments at variable rates which are based on LIBOR and receives payments at fixed interest rates. The net amount paid or received is included in interest expense. Cash flows to meet the Company's requirements for operating, investing and financing activities in Second Quarter Fiscal 1998 are reported in the Consolidated Statement of Cash Flows. For the twenty-six week period ended August 2, 1997, the Company experienced a positive cash flow from operating activities of $22.8 million. Working capital decreased by $38.7 million from February 1, 1997 to August 2, 1997. The Company is in compliance with all terms and restrictive covenants of its long-term debt agreements. The Company expects to spend approximately $35 million on capital expenditures, including capital leases, during Fiscal 1998. The Company expects to finance such capital expenditures through internally generated cash flow, borrowings under the Revolving Credit Facility and new capital leases. Capital expenditures will be principally for new stores, remodeled store facilities and investments in technology. -12- 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 -------------- ------------ 10.5P Amendment No. 15, dated as of May 27, 1997, to the Loan and Security Agreement, incorporated by reference to Exhibit 10.5P to Penn Traffic's report on Form 8-K filed with the SEC on June 2, 1997. 27.1 Financial Data Schedule (b) Reports on Form 8-K On June 2, 1997, the Company filed a report on Form 8-K relating to an amendment of the Revolving Credit Facility, effective as of May 27, 1997, which modified certain covenants. -13- 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 September 13, 1997 /s/- PHILLIP E. HAWKINS ------------------------------ By: Phillip E. Hawkins President, Chief Executive Officer and Director September 13, 1997 /s/- ROBERT J. DAVIS ------------------------------ By: Senior Vice President and Chief Financial Officer -14- EX-27.1 2 FDS
5 (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA) 6-MOS JAN-31-1998 AUG-02-1997 52,486 0 70,235 4,765 331,608 467,266 942,840 396,824 1,648,842 363,251 1,380,807 0 0 13,641 (145,181) 1,648,842 1,507,742 1,533,278 1,177,260 1,177,260 337,194 0 74,660 (55,836) 21,088 (34,748) 0 0 0 (34,748) (3.20) 0
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