<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 May 2, 1998
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, 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 .
--- ---
Common stock, par value $1.25 per share: 10,824,591 shares
outstanding as of May 29, 1998
Page 1 of 15
<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 THIRTEEN WEEKS ENDED
MAY 2, 1998 MAY 3, 1997
----------- -----------
<S> <C> <C>
TOTAL REVENUES $716,799 $759,388
COSTS AND OPERATING EXPENSES:
Cost of sales (including
buying and occupancy
cost) 559,390 581,617
Selling and administrative
expenses (Note 2) 147,955 168,232
Restructuring charges (Note 2) 9,304
-------- --------
OPERATING INCOME 9,454 235
Interest expense 36,862 37,371
-------- --------
(Loss) BEFORE INCOME TAXES (27,408) (37,136)
(Benefit) for income taxes (10,350) (14,312)
-------- --------
NET (Loss) $(17,058) $(22,824)
======== ========
PER SHARE DATA (BASIC AND DILUTED):
Net (loss) (Note 3) $ (1.61) $ (2.16)
======== ========
</TABLE>
See Notes to Interim Consolidated Financial Statements.
- 2 -
<PAGE>
THE PENN TRAFFIC COMPANY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
(All dollar amounts in thousands)
UNAUDITED
MAY 2, 1998 JANUARY 31, 1998
----------- ----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and short-term investments $ 48,815 $ 49,095
Accounts and notes receivable
(less allowance for doubtful accounts
of $4,107 and $3,597 respectively) 68,155 68,454
Inventories (Note 5) 322,319 327,389
Prepaid expenses and other current assets 15,147 16,032
---------- ----------
Total Current Assets 454,436 460,970
NONCURRENT ASSETS:
Capital leases - net 112,433 115,581
Property, plant and equipment - net 483,535 496,501
Goodwill - net 398,740 401,829
Other assets and deferred charges - net 89,574 88,705
---------- ----------
$1,538,718 $1,563,586
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of obligations
under capital leases $ 13,159 $ 13,518
Current maturities of long-term debt 2,735 4,429
Trade accounts and drafts payable 150,531 149,389
Payroll and other accrued liabilities 78,408 79,763
Accrued interest expense 15,544 35,335
Payroll taxes and other taxes payable 18,296 19,208
Deferred income taxes 6,283 16,671
---------- ----------
Total Current Liabilities 284,956 318,313
NONCURRENT LIABILITIES:
Obligations under capital leases 118,253 121,436
Long-term debt 1,268,543 1,234,224
Other noncurrent liabilities 43,832 49,422
---------- ----------
Total Liabilities 1,715,584 1,723,395
---------- ----------
STOCKHOLDERS' EQUITY:
Preferred Stock - authorized 10,000,000
shares, $1.00 par value; none issued
Common Stock - authorized 30,000,000
shares, $1.25 par value; 10,824,591
shares and 10,824,591 shares
issued and outstanding, respectively 13,586 13,586
Capital in excess of par value 180,060 180,060
Retained deficit (357,950) (340,470)
Minimum pension liability adjustment (10,667) (10,667)
Unearned compensation (1,270) (1,693)
Treasury stock, at cost (625) (625)
---------- ----------
Total Stockholders' Equity (176,866) (159,809)
---------- ----------
$1,538,718 $1,563,586
========== ==========
</TABLE>
See Notes to Interim Consolidated Financial Statements.
- 3 -
<PAGE>
THE PENN TRAFFIC COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
(All dollar amounts in thousands)
<TABLE>
<CAPTION>
THIRTEEN THIRTEEN
WEEKS ENDED WEEKS ENDED
MAY 2, 1998 MAY 3, 1997
----------- -----------
<S> <C> <C>
Operating Activities:
Net (loss) $ (17,058) $(22,824)
Adjustments to reconcile
net (loss) to net cash (used in)
provided by operating activities:
Depreciation and amortization 16,324 18,809
Amortization of intangibles 3,724 4,072
Other - net (1,420) (2,492)
Net change in assets and liabilities:
Accounts receivable and prepaid expenses 1,184 4,240
Inventories 5,070 16,691
Payables and accrued expenses (20,916) (1,179)
Deferred taxes (10,388) (14,386)
Deferred charges and other assets (1,536) (561)
--------- ---------
NET CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES (25,016) 2,370
--------- ---------
INVESTING ACTIVITIES:
Capital expenditures (4,434) (4,876)
Proceeds from sale of assets 87 827
Other - net 1,653
--------- ---------
NET CASH (USED IN) INVESTING ACTIVITIES (4,347) (2,396)
--------- ---------
FINANCING ACTIVITIES:
Payments to settle long-term debt (2,392) (631)
Borrowing of revolver debt 68,000 91,800
Repayment of revolver debt (32,983) (85,500)
Reduction of capital lease obligations (3,542) (3,247)
--------- ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 29,083 2,422
--------- ---------
(DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (280) 2,396
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 49,095 53,240
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 48,815 $ 55,636
========== =========
</TABLE>
See Notes to Interim Consolidated Financial Statements.
- 4 -
<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 January
31, 1998.
All significant intercompany transactions and accounts have been eliminated
in consolidation.
Certain prior year amounts have been reclassified on the Consolidated
Statement of Cash Flows for comparative purposes.
NOTE 2 - SPECIAL CHARGES
- ------------------------
During the quarter ending May 3, 1997 ("First Quarter Fiscal 1998"), the
Company recorded pre-tax special charges of $15.0 million ($8.9 million, net of
tax). The special charges consist of (1) $11.1 million associated with a
management reorganization and related corporate actions; and (2) $3.9 million
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.
The management reorganization included 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 was
implemented during the second and third quarters of Fiscal 1998. It resulted in
the layoff of approximately 375 employees, with most of the layoffs in the
Company's Columbus, Ohio and DuBois, Pennsylvania divisional headquarters.
- 5 -
<PAGE>
NOTE 2 - SPECIAL CHARGES (CONTINUED)
- ------------------------------------
The restructuring charges of $9.3 million for First Quarter Fiscal 1998
included $8.5 million of severance costs associated with the management
reorganization and $0.8 million of miscellaneous other costs recorded in
connection with the management reorganization.
Selling and administrative expenses for First Quarter Fiscal 1998 included
pre-tax special charges of (1) $3.9 million incurred in connection with the
retention of recently hired corporate executives (consisting of $2.7 million
paid to the newly hired executives to reimburse them for loss of benefits under
arrangements with their prior employers and $1.2 million of relocation and other
miscellaneous expenses associated with their retention) and (2) $1.8 million of
other costs recorded in connection with the management reorganization and
related corporate actions.
The accrued liability related to the special charges was $0.6 million at
May 2, 1998.
NOTE 3 - NET (LOSS) PER SHARE
- -----------------------------
Net (Loss) per share is computed based the requirements of Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"). 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,
restricted stock and warrants) during the period. The previously presented
earnings per share ("EPS") amount for the quarter ended May 3, 1997 has been
restated to reflect the method of computation required by SFAS 128. Shares used
in the calculation of basic EPS were 10,570,491 for quarter ended May 2, 1998
and 10,569,341 for the quarter ended May 3, 1997. The calculation of diluted
EPS excludes the effect of incremental dilutive potential securities aggregating
76,617 and 88,936 shares for the quarters ended May 2, 1998 and May 3, 1997,
respectively, since they would be anti-dilutive given the net loss for each
quarter.
- 6 -
<PAGE>
NOTE 4 - SUPPLEMENTAL FINANCIAL INFORMATION
(In thousands of dollars)
<TABLE>
<CAPTION>
FIRST QUARTER, FISCAL 1999
<S> <C>
Operating Income $ 9,454
Depreciation and Amortization 20,048
LIFO Provision 625
Cash Interest Expense 35,667
FIRST QUARTER, FISCAL 1998
Operating Income $ 235
Operating Income before special charges 15,277
Depreciation and Amortization 22,881
LIFO Provision 500
Cash Interest Expense 36,187
</TABLE>
NOTE 5 - INVENTORIES
- --------------------
If the first-in, first-out (FIFO) method had been used by the Company,
inventories would have been $23,191,000 and $22,566,000 higher than reported at
May 2, 1998 and January 31, 1998, respectively.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
In September 1997, a jury verdict was returned in favor of a former
employee who was injured in one of the Company's stores. The total award,
including attorney's fees and interest, is approximately $5 million. The
Company has filed an appeal and believes it will ultimately prevail. The
Company further believes that its insurance would cover some portion of any
loss.
NOTE 7 - SUBSEQUENT EVENT
- -------------------------
On June 4, 1998 the Company announced that it has engaged Goldman Sachs &
Company to undertake a process for realizing value from certain of the Company's
Bi-Lo stores and related wholesale/franchise operations (the "Pennsylvania
Assets"). The Pennsylvania Assets being considered for disposition produced
revenues of approximately $675 million over the past twelve months.
Approximately 80% of these revenues were generated in Company supermarkets, with
the remainder being revenues from the Company's Pennsylvania wholesale/franchise
customer relationships. No assurance can be given that any transaction will be
completed nor is it possible to predict the net proceeds to the Company of any
such transaction or the timing of such a transaction.
- 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 to improve sales and
profitability; inability of the Company to consummate the sale of the
Pennsylvania Assets on acceptable terms or at all; changes in the Company's
business strategy; availability, location and terms of sites for store
development; availability and terms of necessary or desirable financing or
refinancing; unexpected costs of year 2000 compliance or failure by the Company
or other entities with which it does business to achieve compliance; labor
relations; and labor and employee benefit costs.
RESULTS OF OPERATIONS
- ---------------------
THIRTEEN WEEKS ENDED MAY 2, 1998 ("FIRST QUARTER FISCAL 1999") COMPARED TO
THIRTEEN WEEKS ENDED MAY 3, 1997 ("FIRST QUARTER FISCAL 1998")
The following table sets forth Statement of Operations components expressed
as percentages of total revenues for First Quarter Fiscal 1999 and First Quarter
Fiscal 1998:
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL REVENUES
FIRST QUARTER ENDED
MAY 2, MAY 3,
1998 1997
---- ----
<S> <C> <C>
Total revenues 100.0% 100.0%
Gross profit (1) 22.0 23.4
Selling and administrative
expenses excluding
special charges (2) 20.6 21.4
Selling and administrative
expenses 20.6 22.2
Restructuring charges 1.2
Operating income excluding
unusual items (3) 1.3 2.0
Operating income 1.3 0.0
Interest expense 5.1 4.9
(Loss) before income taxes (3.8) (4.9)
Net (loss) (2.4) (3.0)
</TABLE>
(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 of (1)
$3.9 million associated with the retention of recently hired corporate
executives and (2) $1.8 million of other costs associated with a management
reorganization and related corporate actions during First Quarter Fiscal
1998 (see Note 2).
(3) Operating income excluding pre-tax special charges of $15.0 million during
First Quarter Fiscal 1998 (see Note 2).
Total revenues for First Quarter Fiscal 1999 decreased to $716.8 million
from $759.4 million in First Quarter Fiscal 1998 primarily as a result of the
decrease in same store sales described below. Wholesale supermarket revenues
were $80.7 million in First Quarter Fiscal 1999 and $90.4 million in First
Quarter Fiscal 1998. Same store sales for First Quarter Fiscal 1999 declined
4.1% from the comparable prior year period.
In First Quarter Fiscal 1999 gross profit was $157.4 million compared to
First Quarter Fiscal 1998 gross profit of $177.8 million, representing 22.0% and
23.4% of total revenues, respectively. The decrease in gross profit as a
percentage of total revenues primarily resulted from investments in gross
margins associated with the Company's new marketing program (initiated in late
September 1997).
Selling and administrative expenses in First Quarter Fiscal 1999 were
$148.0 million or 20.6% of revenues compared to $168.2 million or 22.2% of
revenues in First Quarter Fiscal 1998. In First Quarter Fiscal 1998, selling
and administrative expenses, excluding pre-tax special charges of $5.7
million (see Note 2), were $162.5 million or 21.4% of revenues. The decrease
in selling and administrative expenses as a percentage of revenues is the
result of the Company's cost reduction programs. This improvement was
partially offset by increased promotional expenses associated with the
Company's new marketing program (Penn Traffic accounts for certain
promotional expenses in the selling and administrative expenses line of the
Consolidated Statement of Operations).
During First Quarter Fiscal 1998, the Company recorded restructuring
charges of $9.3 million in connection with the management reorganization (see
Note 2).
Depreciation and amortization expense was $20.0 million in First Quarter
Fiscal 1999 and $22.8 million in First Quarter Fiscal 1998, representing 2.8%
and 3.0% of total revenues, respectively.
Operating income for First Quarter Fiscal 1999 was $9.5 million or 1.3%
of total revenues compared to $0.2 million or 0.0% of total revenues in First
Quarter Fiscal 1998. In First Quarter Fiscal 1998 operating income,
excluding pre-tax special charges of $15.0 million, was $15.3 million or 2.0%
of total revenues. The decrease in operating income, excluding special
charges, as a percentage of revenues was the result of a decrease in gross
profit as a percentage of revenues partially offset by a decrease in selling
and administrative expenses, excluding special charges, as a percentage of
revenues.
- 9 -
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
- ---------------------------------
Interest expense for First Quarter Fiscal 1999 and First Quarter Fiscal
1998 was $36.9 million and $37.4 million, respectively.
Loss before income taxes was $27.4 million for First Quarter Fiscal 1999
compared to a loss of $37.1 million for First Quarter Fiscal 1998. The loss
before income taxes, excluding pre-tax special charges of $15.0 million, was
$22.1 million for First Quarter Fiscal 1998. The reason for the increase in
the loss before income taxes, excluding the pre-tax special charges of $15.0
million, is the decrease in operating income, excluding special charges.
The income tax benefit was $10.4 million for First Quarter Fiscal 1999
compared to a benefit of $14.3 million in First Quarter Fiscal 1998. The
income tax benefit, excluding the effect of the pre-tax special charges of
$15.0 million, was $8.2 million for First Quarter Fiscal 1998. 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. A valuation allowance is
required when it is more likely than not that the recorded value of a
deferred tax asset will not be realized. In the judgement of management, no
such allowance is required in First Quarter Fiscal 1999. Management
presently believes that a valuation allowance will be required for some
portion or all of any deferred tax assets related to net operating loss and
tax credit carryforwards arising in the future. As a result, management
expects that the Company will be unable to accrue a benefit for income taxes
for a portion of the remainder of Fiscal 1999.
Net loss was $17.1 million in First Quarter Fiscal 1999 compared to net
loss of $22.8 million in First Quarter Fiscal 1998. Net loss excluding the
after-tax impact of special charges was $13.9 million in First Quarter Fiscal
1998.
- 10 -
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Payments of interest and principal on the Company's approximately $1.27
billion of debt (excluding capital leases) will restrict funds available to the
Company to finance capital expenditures and working capital. Amounts maturing
in the next five years are $2.0 million (remainder of Fiscal 1999); $2.7
million (Fiscal 2000); $120.1 million, including $112.6 million outstanding as
of May 2, 1998, under the Company's secured revolving credit facility which
matures in April 2000 (Fiscal 2001); $107.7 million (Fiscal 2002); and $125.4
million (Fiscal 2003).
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 (Fiscal
2001) and is secured by a pledge of the Company's inventory, accounts receivable
and related assets. As of May 2, 1998, additional availability under the
Revolving Credit Facility was $71.7 million.
During First Quarter Fiscal 1999, 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 expects to utilize internally
generated funds from operations, amounts available under the Revolving Credit
Facility and proceeds of asset sales, if any, to satisfy its operating, capital
expenditure and debt service needs for the remainder of Fiscal 1999.
Cash flows to meet the Company's requirements for operating, investing and
financing activities in First Quarter Fiscal 1999 are reported in the
Consolidated Statement of Cash Flows. For the thirteen week period ended May 2,
1998, the Company experienced a negative cash flow from operating activities of
$25.0 million.
Working capital increased by $26.8 million from January 31, 1998 to May 2,
1998.
The Company is in compliance with all terms and restrictive covenants of
its long-term debt agreements.
The Company expects to spend approximately $30 million on capital
expenditures (including capital leases) during Fiscal 1999. Capital
expenditures will be principally for new stores, remodeled store facilities and
investments in technology.
On June 4, 1998 the Company announced that it has engaged Goldman Sachs &
Company to undertake a process for realizing value from certain of the Company's
Bi-Lo stores and related wholesale/franchise operations. The Pennsylvania
Assets being considered for disposition produced revenues of approximately $675
million over the past twelve months. Approximately 80% of these revenues were
generated in Company supermarkets, with the remainder being revenues from the
Company's Pennsylvania wholesale/franchise customer relationships. No assurance
can be given that any transaction will be completed nor is it possible to
predict the net proceeds to the Company of any such transaction or the timing of
such a transaction.
- 11 -
<PAGE>
YEAR 2000
- ---------
Many of the Company's computer systems will require modification or
replacement over the next two years in order to render these systems compliant
with the year 2000. The Company has established processes for evaluating and
managing the risks and costs associated with this issue. The Company expects to
have all critical systems compliant. Based on current information, the Company
estimates that the cost of Year 2000 compliance during the fiscal years ended
January 30, 1999, and January 29, 2000, will be approximately $10 million
(including the purchase of certain new hardware and software). The business of
the Company could be adversely affected should the Company or other entities
with which the Company does business be unsuccessful in completing critical
modifications in a timely manner.
- 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Penn Traffic's Annual Meeting of Stockholders was held on June 4 1998. At
the Annual Meeting, three directors were elected to serve for three-year terms
on the Company's Board of Directors by the following votes:
<TABLE>
<CAPTION>
FOR WITHHELD
--- --------
<S> <C> <C>
Gary D. Hirsch 9,488,626 356,406
James A. Lash 9,616,770 228,262
Richard D. Segal 9,631,565 213,468
</TABLE>
At the Annual Meeting, the selection of Price Waterhouse LLP as auditors
for the Company for Fiscal 1999 was ratified by a vote of 9,788,787 shares in
favor, 33,387 shares opposed and 22,857 abstentions.
- 13 -
<PAGE>
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
On March 24, 1998, the Company filed a report on Form 8-K relating
to Amendment Number 17 to the Revolving Credit Facility, dated
March 13, 1998, which modified certain covenants.
- 14 -
<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
June 15, 1998 /s/- Phillip E. Hawkins
-----------------------------------
By: Phillip E. Hawkins
President, Chief Executive
Officer and Director
June 15, 1998 /s/- Robert J. Davis
-----------------------------------
By: Robert J. Davis
Senior Vice President and
Chief Financial Officer
- 15 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> MAY-02-1998
<CASH> 48,815
<SECURITIES> 0
<RECEIVABLES> 72,262
<ALLOWANCES> 4,107
<INVENTORY> 322,319
<CURRENT-ASSETS> 454,436
<PP&E> 903,571
<DEPRECIATION> 420,036
<TOTAL-ASSETS> 1,538,718
<CURRENT-LIABILITIES> 284,956
<BONDS> 1,386,796
0
0
<COMMON> 13,586
<OTHER-SE> (190,452)
<TOTAL-LIABILITY-AND-EQUITY> 1,538,718
<SALES> 703,457
<TOTAL-REVENUES> 716,799
<CGS> 559,390
<TOTAL-COSTS> 559,390
<OTHER-EXPENSES> 147,955
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36,862
<INCOME-PRETAX> (27,408)
<INCOME-TAX> 10,350
<INCOME-CONTINUING> (17,058)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,058)
<EPS-PRIMARY> (1.61)
<EPS-DILUTED> 0
</TABLE>
