<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 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
<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 2, AUGUST 3, AUGUST 2, AUGUST 3,
1997 1996 1997 1996
----------- ------------- ------------ -----------
<S> <C> <C> <C> <C>
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
</TABLE>
See Notes to Interim Consolidated Financial Statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
THE PENN TRAFFIC COMPANY
CONSOLIDATED BALANCE SHEET
(All dollar amounts in thousands)
UNAUDITED
AUGUST 2, 1997 FEBRUARY 1, 1997
-------------- ----------------
ASSETS
<S> <C> <C>
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.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
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
--------------- ---------------
<S> <C> <C>
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-
</TABLE>
<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
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<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 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-
<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 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-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> AUG-02-1997
<CASH> 52,486
<SECURITIES> 0
<RECEIVABLES> 70,235
<ALLOWANCES> 4,765
<INVENTORY> 331,608
<CURRENT-ASSETS> 467,266
<PP&E> 942,840
<DEPRECIATION> 396,824
<TOTAL-ASSETS> 1,648,842
<CURRENT-LIABILITIES> 363,251
<BONDS> 1,380,807
0
0
<COMMON> 13,641
<OTHER-SE> (145,181)
<TOTAL-LIABILITY-AND-EQUITY> 1,648,842
<SALES> 1,507,742
<TOTAL-REVENUES> 1,533,278
<CGS> 1,177,260
<TOTAL-COSTS> 1,177,260
<OTHER-EXPENSES> 337,194
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 74,660
<INCOME-PRETAX> (55,836)
<INCOME-TAX> 21,088
<INCOME-CONTINUING> (34,748)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34,748)
<EPS-PRIMARY> (3.20)
<EPS-DILUTED> 0
</TABLE>
