<PAGE>
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 3, 1996
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: 10,869,441 shares
outstanding as of September 3, 1996
<PAGE>
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)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
AUGUST 3, JULY 29, AUGUST 3, JULY 29,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
TOTAL REVENUES $ 842,764 $ 884,229 $1,670,422 $1,744,257
COST AND OPERATING EXPENSES:
Cost of sales (including
buying and occupancy
costs) 648,583 685,857 1,284,579 1,348,306
Selling and administrative
expenses 173,328 164,780 344,173 329,002
Unusual item (Note 4) 65,237 65,237
---------- ---------- ---------- ----------
OPERATING INCOME (LOSS) 20,853 (31,645) 41,670 1,712
Interest expense 36,158 32,994 70,718 66,028
---------- ---------- ---------- ----------
(LOSS) BEFORE INCOME TAXES (15,305) (64,639) (29,048) (64,316)
Benefit for income taxes 5,156 12,935 9,870 12,741
---------- ---------- ---------- ----------
NET (LOSS) $ (10,149) $ (51,704) $ (19,178) $ (51,575)
========== ========== ========== ==========
PER SHARE DATA:
Net (loss) $ (0.93) $ (4.76) $ (1.77) $ (4.75)
========== ========== ========== ==========
Average number of common
shares outstanding 10,869,694 10,861,823 10,860,390 10,858,102
See Notes to Interim Consolidated Financial Statements.
</TABLE>
<PAGE>
THE PENN TRAFFIC COMPANY
CONSOLIDATED BALANCE SHEET
(All dollar amounts in thousands)
UNAUDITED
AUGUST 3, 1996 FEBRUARY 3, 1996
-------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and short-term investments $ 58,023 $ 58,585
Accounts and notes receivable
(less allowance for doubtful accounts
of $1,988 and $1,483, respectively) 79,692 83,519
Inventories (Note 3) 345,411 356,309
Prepaid expenses and other current assets 17,618 15,717
----------- -----------
Total Current Assets 500,744 514,130
NONCURRENT ASSETS:
Capital leases - net 135,314 122,529
Property, plant and equipment - net 587,787 602,440
Intangible assets - net 426,962 431,394
Other assets and deferred charges - net 93,157 89,653
----------- -----------
$ 1,743,964 $ 1,760,146
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 3,766 $ 2,728
Current portion of obligations
under capital leases 13,867 11,735
Trade accounts and drafts payable 201,952 208,880
Payroll and other accrued liabilities 79,418 82,154
Accrued interest expense 35,136 33,812
Payroll taxes and other taxes payable 8,147 16,880
Deferred income taxes 30,385 30,385
----------- -----------
Total Current Liabilities 372,671 386,574
NONCURRENT LIABILITIES:
Long-term debt 1,211,174 1,200,997
Obligations under capital leases 137,727 126,197
Deferred income taxes 38,789 38,789
Other noncurrent liabilities 55,982 60,860
----------- -----------
Total Liabilities 1,816,343 1,813,417
----------- -----------
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; 10,869,441
shares and 10,840,849 shares
issued and outstanding, respectively 13,613 13,606
Capital in excess of par value 180,092 180,029
Retained deficit (255,102) (235,223)
Minimum pension liability adjustment (6,606) (6,606)
Unearned compensation (3,751) (4,452)
Treasury stock, at cost (625) (625)
----------- -----------
Total Shareholders' Equity (72,379) (53,271)
----------- -----------
$ 1,743,964 $ 1,760,146
=========== ============
See Notes to Interim Consolidated Financial Statements.
<PAGE>
THE PENN TRAFFIC COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
(All dollar amounts in thousands)
TWENTY-SIX TWENTY-SIX
WEEKS ENDED WEEKS ENDED
AUGUST 3, 1996 JULY 29, 1995
-------------- -------------
OPERATING ACTIVITIES:
Net (loss) $ (19,178) $ (51,575)
Adjustments to reconcile
net (loss) to net cash
provided by operating activities:
Depreciation and amortization 37,625 37,276
Amortization of intangibles 8,178 8,476
Write-off of fixed assets 16,416
Write-off of intangibles 32,809
Deferred tax benefit (13,331)
Other - net (4,737) (8,923)
Net change in assets and liabilities:
Accounts receivable and prepaid expenses 1,557 8,309
Inventories 10,898 (6,939)
Accounts payable and accrued expenses (17,073) 17,226
Deferred charges and other assets (2,303) 964
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 14,967 40,708
--------- ---------
INVESTING ACTIVITIES:
Capital expenditures (39,843) (67,326)
Proceeds from sale-and-leaseback
transactions 19,164
Proceeds from sale of assets 2,881 144
Other - net (114) (1,010)
--------- ---------
NET CASH (USED IN) INVESTING ACTIVITIES (17,912) (68,192)
--------- ---------
FINANCING ACTIVITIES:
Increase in long-term debt 106,840
Payments to settle long-term debt (1,525) (1,822)
Borrowings of revolver debt 207,600 281,000
Payment of revolver debt (301,700) (249,500)
Reduction of capital lease obligations (6,034) (4,591)
Payment of debt issuance costs (2,868) (141)
Other - net 70 338
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,383 25,284
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (562) (2,200)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 58,585 46,519
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 58,023 $ 44,319
========= =========
See Notes to Interim Consolidated Financial Statements.
<PAGE>
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 3, 1996.
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.
<PAGE>
NOTE 2 - SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands of dollars)
Second Quarter Twenty-six Weeks
-------------- ----------------
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
FISCAL 1996
- -----------
Operating Income * $ 33,592 $ 66,949
Unusual Item 65,237 65,237
Depreciation and Amortization 22,607 45,752
LIFO Provision * 858 858
Cash Interest Expense 31,922 63,886
* Excludes the effect of the unusual item.
NOTE 3 - INVENTORIES
If the first-in, first-out (FIFO) method had been used by the Company,
inventories would have been $19,673,000 and $17,848,000 higher than reported at
August 3, 1996 and February 3, 1996, respectively.
NOTE 4 - UNUSUAL ITEM
During the second quarter of Fiscal 1996, the Company recorded certain
expenses totaling $65.2 million ($51.9 million net of tax benefit) classified as
an unusual item. The unusual item was related to the closure of the stand alone
general merchandise business (Harts), the write-off of equipment which the
Company determined would no longer be utilized in its business, costs incurred
in connection with the Company's expense reduction program and an increase in
the Company's closed store reserve.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THIRTEEN WEEKS ("SECOND QUARTER FISCAL 1997") AND TWENTY-SIX WEEKS ENDED
AUGUST 3, 1996 COMPARED TO THIRTEEN WEEKS ("SECOND QUARTER FISCAL 1996")
AND TWENTY-SIX WEEKS ENDED JULY 29, 1995
The following table sets forth statement of operations components expressed
as a percentage of total revenues for Second Quarter Fiscal 1997 and Second
Quarter Fiscal 1996 and for the twenty-six weeks ended August 3, 1996 and
July 29, 1995, respectively:
<TABLE>
<CAPTION>
Second Quarter Ended Twenty-six Weeks Ended
August 3, July 29, August 3, July 29,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Total revenues 100.0% 100.0% 100.0% 100.0%
Gross profit (1) 23.0 22.4 23.1 22.7
Selling and administrative
expenses 20.6 18.6 20.6 18.9
Unusual item 7.4 3.7
Operating income (loss) 2.5 (3.6) 2.5 0.1
Interest expense 4.3 3.7 4.2 3.8
(Loss) before income taxes (1.8) (7.3) (1.7) (3.7)
Net (loss) (1.2) (5.8) (1.1) (3.0)
</TABLE>
(1) Total revenues less cost of sales.
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
Total revenues for Second Quarter Fiscal 1997 decreased to $842.8 million
from $884.2 million in Second Quarter Fiscal 1996. Total revenues for the
twenty-six week period ended August 3, 1996 decreased to $1.670 billion from
$1.744 billion for the twenty-six week period ended July 29, 1995. Same store
sales for Second Quarter Fiscal 1997 declined 3.6%.
The decrease in total revenues is primarily the result of the Harts closure
and a decline in same store sales. Second Quarter Fiscal 1996 revenues and
revenues for the twenty-six week period ended July 29, 1995 included $11.3
million and $30.7 million, respectively, generated by 11 of the Company's former
general merchandise stores (Harts) and certain former Acme stores, which were
closed during Fiscal 1996. Excluding these closed stores, revenues for Second
Quarter Fiscal 1997 and for the twenty-six week period ended August 3, 1996
decreased 3.5% and 2.5%, respectively.
Wholesale supermarket revenues decreased in Second Quarter Fiscal 1997 to
$102.3 million from Second Quarter Fiscal 1996 revenues of $103.5 million and
decreased to $206.0 million for the twenty-six weeks ended August 3, 1996 from
$207.6 million for the twenty-six weeks ended July 29, 1995.
In Second Quarter Fiscal 1997, gross profit was $194.2 million compared to
Second Quarter Fiscal 1996 gross profit of $198.4 million, representing 23.0%
and 22.4% of total revenues, respectively. Gross profit as a percentage of
total revenues increased to 23.1% for the twenty-six week period ended August 3,
1996 from 22.7% for the twenty-six weeks ended July 29, 1995. The increase in
gross profit as a percentage of total revenues for Second Quarter Fiscal 1997
and the twenty-six week period ended August 3, 1996 primarily resulted from
decreased competitive promotional and price initiatives in Fiscal 1997 as
compared to Fiscal 1996 and the classification of certain expenses
(approximately $1.9 million for Second Quarter Fiscal 1997 and approximately
$3.7 million for the twenty-six week period ended August 3, 1996) as selling and
administrative expenses in Fiscal 1997 which had been recorded in cost of goods
sold in Fiscal 1996. These factors were partially offset by an increase in
certain occupancy costs during a period of low price inflation and a decline in
same store sales.
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
Selling and administrative expenses for Second Quarter Fiscal 1997 were
$173.3 million compared with $164.8 million in Second Quarter Fiscal 1996.
Selling and administrative expenses as a percentage of total revenues increased
to 20.6% for Second Quarter Fiscal 1997 from 18.6% in Second Quarter Fiscal
1996. Selling and administrative expenses for the twenty-six week period ended
August 3, 1996 were $344.2 million compared to $329.0 million for the twenty-six
week period ended July 29, 1995. Selling and administrative expenses as a
percentage of total revenues increased to 20.6% for the twenty-six week period
ended August 3, 1996 from 18.9% for the twenty-six week period ended July 29,
1995.
The increase in selling and administrative expenses as a percentage of
total revenues in Second Quarter Fiscal 1997 and for the twenty-six week period
ended August 3, 1996 primarily resulted from (1) increased payroll related to
the Company's repositioning program which emphasizes increased levels of
customer service and enhanced perishables departments in its stores, (2) an
increase in fixed and semi-fixed expenses as a percentage of total revenues
during a period of low price inflation and a decline in same store sales and (3)
the classification of certain expenses (approximately $1.9 million for Second
Quarter Fiscal 1997 and approximately $3.7 million for the twenty-six week
period ended August 3, 1996) as selling and administrative expenses in Fiscal
1997 which had been recorded in cost of goods sold in Fiscal 1996.
Depreciation and amortization expense of $23.0 million in Second Quarter
Fiscal 1997 and $22.6 million in Second Quarter Fiscal 1996 represented 2.7% and
2.6% of total revenues, respectively. Depreciation and amortization expense of
$45.8 million for both the twenty-six weeks ended August 3, 1996 and the twenty-
six weeks ended July 29, 1995 represented 2.7% and 2.6% of total revenues,
respectively.
During Second Quarter Fiscal 1996, the Company recorded certain expenses
totaling $65.2 million ($51.9 million net of tax benefit) classified as an
unusual item. This unusual item was related to the closure of the stand alone
general merchandise business (Harts), the write-off of equipment which the
Company determined would no longer be utilized in its business, costs incurred
in connection with the Company's expense reduction program and an increase in
the Company's closed store reserve.
Operating income for Second Quarter Fiscal 1997 was $20.9 million or 2.5%
of total revenues compared to $33.6 million (excluding the unusual item) or 3.8%
of total revenues in Second Quarter Fiscal 1996. Operating income for the
twenty-six week period ended August 3, 1996 was $41.7 million or 2.5% of total
revenues compared to $66.9 million (excluding the unusual item) or 3.8% of total
revenues for the twenty-six week period ended July 29, 1995. The decline in
operating income (excluding the unusual item) as a percentage of total revenues
was the result of increased selling and administrative expenses as a percentage
of total revenues, partially offset by an increase in gross profit as a
percentage of total revenues.
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
Interest expense for Second Quarter Fiscal 1997 and Second Quarter Fiscal
1996 was $36.2 million and $33.0 million, respectively. Interest expense for
the twenty-six week periods ended August 3, 1996 and July 29, 1995 was $70.7
million and $66.0 million, respectively. The increase in interest expense is
due to the higher debt levels outstanding during the first half of Fiscal 1997.
Loss before income taxes was $15.3 million for Second Quarter Fiscal 1997
compared to a loss of $64.6 million for Second Quarter Fiscal 1996. Loss before
income taxes was $29.0 million for the twenty-six week period ended August 3,
1996 compared to a loss of $64.3 million for the twenty-six week period ended
July 29, 1995. Excluding the impact of the unusual item in Second Quarter
Fiscal 1996, income before income taxes was $0.6 million for Second Quarter
Fiscal 1996 and $0.9 million for the twenty-six week period ended July 29, 1995.
The loss before income taxes in Second Quarter Fiscal 1997 and for the twenty-
six week period ended August 3, 1996, resulted from the decrease in operating
income and the increase in interest expense.
The income tax benefit was $5.2 million for Second Quarter Fiscal 1997
compared to a benefit of $12.9 million in Second Quarter Fiscal 1996. The
income tax benefit was $9.9 million for the twenty-six week period ended August
3, 1996 compared to a benefit of $12.7 million in the prior year. Excluding the
unusual item, the income tax provision was $0.4 million for Second Quarter
Fiscal 1996 and $0.6 million for the twenty-six week period ended July 29, 1995.
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 was $10.1 million in Second Quarter Fiscal 1997 compared to net
income of $0.2 million (excluding the unusual item) in Second Quarter Fiscal
1996. Net loss was $19.2 million for the twenty-six week period ended August 3,
1996 compared to net income of $0.3 million (excluding the unusual item) for the
twenty-six week period ended July 29, 1995.
The Company is currently experiencing a work stoppage at its Sani-Dairy
division. This work stoppage commenced on August 1, 1996 by approximately 230
employees whose labor contract expired on May 15, 1996. Management and union
representatives are continuing to meet and to attempt to reach agreement on
terms of a new labor contract. The Company estimates that its operating income
will be reduced by approximately $1.0 million to $1.5 million per month for
the duration of the work stoppage.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During Second Quarter Fiscal 1997, operating income decreased to $20.9
million from $33.6 million (before unusual item) for Second Quarter Fiscal 1996.
Interest expense for Second Quarter Fiscal 1997 was $36.2 million as compared to
$33.0 million during Second Quarter Fiscal 1996.
Payments of principal and interest on the Company's $1.2 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 (excluding capital leases) of $1.3 million, $3.5
million and $3.4 million are due during the remainder of Fiscal 1997, Fiscal
1998 and Fiscal 1999, 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. Additional availability under the Revolving Credit Facility was $154.6
million at August 3, 1996.
During Second Quarter Fiscal 1997, 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. In April 1996, the Company issued $100
million of 11.50% Senior Notes due April 15, 2006 (the "11.50% Senior Notes") in
an underwritten public offering. During First Quarter Fiscal 1997, proceeds of
the issuance of the 11.50% Senior Notes were used to repay indebtedness
outstanding under the Revolving Credit Facility.
The Company has entered into three interest rate swap agreements, each of
which expires within the next two years, that effectively convert $125 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.
In October 1995, Penn Traffic's Board of Directors authorized the
repurchase by the Company of up to 500,000 shares of its outstanding common
stock, of which 45,200 shares have been repurchased. No shares of common stock
were repurchased during the first half of Fiscal 1997. Penn Traffic's debt
agreements contain limitations on the Company's ability to repurchase its common
stock which currently prohibit it from repurchasing any additional shares of its
common stock.
Cash flows to meet the Company's requirements for operating, investing and
financing activities in Second Quarter Fiscal 1997 are reported in the
Consolidated Statement of Cash Flows. For the twenty-six week period ended
August 3, 1996, the Company experienced a positive cash flow from operating
activities of $15.0 million.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Working capital increased by $0.5 million from February 3, 1996 to
August 3, 1996.
The Company is in compliance with all terms and restrictive covenants of
its long-term debt agreements.
The Company expects to spend approximately $75 million on capital
expenditures, including capital leases, during Fiscal 1997. The Company expects
to finance such capital expenditures through internally generated cash flow,
borrowings under the Revolving Credit Facility, new capital leases and
mortgages. Capital expenditures will be principally for new stores, replacement
stores and remodeled store facilities. During Second Quarter Fiscal 1997, the
Company acquired one store, opened one new store and completed one store
expansion.
<PAGE>
PART II. OTHER INFORMATION
All items which are not applicable or to which the answer is negative have
been omitted from this report.
ITEM 5. OTHER INFORMATION
On August 30, 1996, the Company announced that John T. Dixon is retiring as
its President and Chief Executive Officer for personal and health reasons
effective September 30, 1996. Mr. Dixon has also resigned from the Company's
Board of Directors. The Company has commenced a search for a new President and
Chief Executive Officer. In the interim, the presidents of the Company's
divisions will report directly to Gary D. Hirsch, Chairman of the Board of
Directors of the Company.
At a meeting held on September 10, 1996, the Board of Directors of the
Company elected James A. Lash to fill the vacancy on the Board of Directors
created by Mr. Dixon's resignation. Mr Lash's term will expire in June 1998.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NUMBER DESCRIPTION
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fiscal quarter ended
August 3, 1996.
<PAGE>
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 12, 1996 /s/- Eugene R. Sunderhaft
------------------------------
By: Eugene R. Sunderhaft
(Senior Vice President and
Secretary, Principal Financial
Officer and Principal Accounting
Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> FEB-04-1996
<PERIOD-END> AUG-03-1996
<CASH> 58,023
<SECURITIES> 0
<RECEIVABLES> 81,680
<ALLOWANCES> 1,988
<INVENTORY> 345,411
<CURRENT-ASSETS> 500,744
<PP&E> 928,956
<DEPRECIATION> 341,169
<TOTAL-ASSETS> 1,743,964
<CURRENT-LIABILITIES> 372,471
<BONDS> 1,366,533
0
0
<COMMON> 13,613
<OTHER-SE> (85,992)
<TOTAL-LIABILITY-AND-EQUITY> 1,743,964
<SALES> 1,644,519
<TOTAL-REVENUES> 1,670,422
<CGS> 1,284,579
<TOTAL-COSTS> 1,284,579
<OTHER-EXPENSES> 344,173
<LOSS-PROVISION> 505
<INTEREST-EXPENSE> 70,718
<INCOME-PRETAX> (29,048)
<INCOME-TAX> 9,870<F1>
<INCOME-CONTINUING> (19,178)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (19,178)
<EPS-PRIMARY> (1.77)
<EPS-DILUTED> 0
<FN>
<F1>TAX BENEFIT
</FN>
</TABLE>
