<PAGE> 1
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 quarter ended August 15, 1998
[ ] 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: 33-63372
PUEBLO XTRA INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 65-0415593
- ---------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1300 N.W. 22nd Street
Pompano Beach, Florida 33069
- --------------------------------------- --------------------------
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 977-2500
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 [ ]
Number of shares of the Registrant's Common Stock, $.10 par value,
outstanding as of September 16, 1998 -- 200.
<PAGE> 2
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE(S)
-------
<S> <C>
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets (Unaudited) -
August 15, 1998 and January 31, 1998 .................................. 3-4
Consolidated Statements of Operations (Unaudited) -
Twelve and twenty-eight weeks ended August 15, 1998
and August 9, 1997 .................................................... 5
Consolidated Statements of Cash Flows (Unaudited) -
Twenty-eight weeks ended August 15, 1998
and August 9, 1997 .................................................... 6
Notes to Consolidated Financial Statements (Unaudited) .............................. 7-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ......................................... 9-13
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ............................................ 14
</TABLE>
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
August 15, January 31,
1998 1998
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 7,235 $ 28,770
Accounts receivable 2,793 2,845
Inventories 63,007 55,945
Assets held for sale 2,228 4,711
Prepaid expenses 15,348 10,461
Deferred income taxes 4,778 6,993
-------- --------
TOTAL CURRENT ASSETS 95,389 109,725
-------- --------
PROPERTY AND EQUIPMENT
Land and improvements 16,501 16,143
Buildings and improvements 63,803 63,936
Furniture, fixtures and equipment 108,459 102,799
Leasehold improvements 36,769 36,214
Construction in progress 8,338 5,191
-------- --------
233,870 224,283
Less accumulated depreciation and amortization 107,947 97,419
-------- --------
125,923 126,864
Property under capital leases, net 8,582 8,980
-------- --------
TOTAL PROPERTY AND EQUIPMENT 134,505 135,844
GOODWILL, net of accumulated amortization of $25,792
at August 15, 1998 and $23,082 at January 31, 1998 175,927 178,636
DEFERRED INCOME TAXES 11,145 11,145
TRADENAMES 30,238 30,704
DEFERRED CHARGES AND OTHER ASSETS 34,393 36,122
-------- --------
TOTAL ASSETS $481,597 $502,176
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-3-
<PAGE> 4
CONSOLIDATED BALANCE SHEETS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
August 15, January 31,
1998 1998
--------- ---------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 65,542 $ 69,340
Accrued expenses 33,551 51,584
Salaries, wages and benefits payable 13,169 11,701
Current obligations under capital leases 624 635
--------- ---------
TOTAL CURRENT LIABILITIES 112,886 133,260
LONG-TERM DEBT, net of current portion 10,000 10,000
NOTES PAYABLE 257,980 257,428
CAPITAL LEASE OBLIGATIONS, net of current portion 7,172 7,513
RESERVE FOR SELF-INSURANCE CLAIMS 10,413 11,206
DEFERRED INCOME TAXES 24,985 24,985
OTHER LIABILITIES AND DEFERRED CREDITS 27,586 30,479
--------- ---------
TOTAL LIABILITIES 451,022 474,871
--------- ---------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDER'S EQUITY
Common stock, $.10 par value; 200 shares authorized
and issued -- --
Additional paid-in capital 91,500 91,500
Accumulated deficit (60,925) (64,195)
--------- ---------
TOTAL STOCKHOLDER'S EQUITY 30,575 27,305
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 481,597 $ 502,176
========= =========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
-4-
<PAGE> 5
CONSOLIDATED STATEMENTS OF OPERATIONS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
12 weeks 12 weeks 28 weeks 28 weeks
ended ended ended ended
August 15, August 9, August 15, August 9,
1998 1997 1998 1997
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 180,394 $ 217,141 $ 426,042 $ 514,333
Cost of goods sold 120,029 152,700 286,945 372,402
--------- --------- --------- ---------
GROSS PROFIT 60,365 64,441 139,097 141,931
--------- --------- --------- ---------
OPERATING EXPENSES
Selling, general and administrative expenses 41,259 47,989 98,262 107,622
Depreciation and amortization 8,755 9,340 20,733 21,388
--------- --------- --------- ---------
OPERATING PROFIT 10,351 7,112 20,102 12,921
Interest expense on debt (6,625) (6,713) (15,571) (15,381)
Interest expense on capital lease
obligations (230) (263) (563) (629)
Interest and investment income, net 239 137 517 437
--------- --------- --------- ---------
INCOME, (LOSS), BEFORE
INCOME TAXES AND
EXTRAORDINARY ITEM 3,735 273 4,485 (2,652)
Income tax (expense), benefit (937) (587) (1,215) (8)
--------- --------- --------- ---------
INCOME, (LOSS), BEFORE
EXTRAORDINARY ITEM 2,798 (314) 3,270 (2,660)
Extraordinary item:
Loss on early extinguishment of debt, net of
deferred income taxes of $1,567 -- -- -- (2,444)
--------- --------- --------- ---------
NET INCOME, (LOSS) $ 2,798 $ (314) $ 3,270 $ (5,104)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
-5-
<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
28 weeks ended 28 weeks ended
August 15, August 9,
1998 1997
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 3,270 $ (5,104)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities, net of effects of disposal of
Florida retail operations:
Extraordinary loss on early extinguishment of debt -- 2,444
Depreciation and amortization of property and equipment 12,046 12,781
Amortization of intangible and other assets 8,688 8,607
Amortization of bond discount 552 258
Deferred income taxes 2,215 (212)
(Gain)/Loss on disposal of property and equipment, net (387) 36
Decrease (increase) in deferred charges, goodwill, and other assets 388 (2,900)
Decrease in reserve for self-insurance claims (793) (615)
Increase (decrease) in other liabilities and deferred credits (1,672) 3,554
Changes in operating assets and liabilities:
Decrease in accounts receivable 52 1,696
(Increase) decrease in inventories (11,584) 294
Increase in prepaid expenses (4,887) (5,101)
Decrease in accounts payable and accrued expenses (20,363) (14,324)
-------- --------
(12,475) 1,414
Decrease attributable to disposal of Florida retail operations (1,222) (3,438)
-------- --------
Net cash used in operating activities (13,697) (2,024)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (10,842) (4,397)
Proceeds from disposal of property and equipment 3,356 37
Proceeds from disposal of Florida retail operations -- 10,000
Proceeds from sales of marketable securities -- 89
-------- --------
Net cash provided by (used in) investing activities (7,486) 5,729
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments from notes payable to a related party -- (10,000)
Principal payments on long-term debt -- (61,227)
Principal payments on short-term debt -- (17,750)
Principal payments on capital lease obligations (352) (326)
Proceeds from long-term borrowing -- 76,713
-------- --------
Net cash used in financing activities (352) (12,590)
-------- --------
Net decrease in cash and cash equivalents (21,535) (8,885)
Cash and cash equivalents at beginning of period 28,770 12,148
-------- --------
Cash and cash equivalents at end of period $ 7,235 $ 3,263
======== ========
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest $ 25,782 $ 13,739
Income taxes (net of refunds) 648 (783)
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
-6-
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(UNAUDITED)
NOTE 1 -- INTERIM FINANCIAL STATEMENTS
With respect to the unaudited financial information for the 12 and 28
weeks ended August 15, 1998 and August 9, 1997, it is the opinion of management
of Pueblo Xtra International, Inc. and its wholly-owned subsidiaries
(collectively, the "Company") that the adjustments necessary to prepare a fair
statement of the results for such interim periods have been included. Such
adjustments were of a normal and recurring nature.
Operating results for the 12 and 28 weeks ended August 15, 1998 and
August 9, 1997 are not necessarily indicative of results that may be expected
for the full fiscal years. The Company's fiscal year ends on the last Saturday
in January.
RECLASSIFICATIONS
Certain amounts in the prior year's consolidated financial statements
and related notes have been reclassified to conform to the current year's
presentation.
NOTE 2 -- INVENTORY
The results of the Company's operations reflect the application of the
last-in, first-out ("LIFO") method of valuing certain inventories of grocery,
non-food and dairy products. Since an actual valuation of inventories under the
LIFO method is only made at the end of a fiscal year based on inventory levels
and costs at that time, interim LIFO calculations are based on management's
estimates of expected year-end inventory levels and costs and are subject to
year-end adjustments.
NOTE 3 -- DEBT
On April 29, 1997, the Company entered into a refinancing plan (the
"Refinancing Plan"), which included the issuance and sale of $85.0 million
principal amount of 9 1/2% Series C Senior Notes Due 2003 (the "Series C Senior
Notes"), the terms of which are substantially identical to those of the
Company's $180 million principal amount of 9 1/2% Senior Notes (the "Notes"),
which were issued in 1993. The net proceeds from the sale of the Series C Senior
Notes of approximately $73.9 million after deducting expenses, together with
available cash of the Company, were used to repay the senior secured
indebtedness outstanding under the Bank Credit Agreement dated July 31, 1993
(the "Old Bank Credit Agreement"). In connection with the Refinancing Plan, the
Company entered into an amended bank credit agreement (the "New Bank Credit
Agreement"), which provides for a $65.0 million revolving credit facility with
less restrictive covenants compared to the Old Bank Credit Agreement. After the
issuance of standby letters of credit in the amount of $12.9 million, as of
August 15, 1998, the Company has borrowing availability on a revolving basis of
$52.1 million under the New Bank Credit Agreement. The Refinancing Plan resulted
in an extraordinary loss of $2.4 million, net of deferred income taxes of $1.6
million, by reason of the early extinguishment of debt. As of August 15, 1998,
the Company had no borrowings outstanding under the revolver of the New Bank
Credit Agreement.
-7-
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(UNAUDITED)
NOTE 3 -- DEBT (CONTINUED)
In connection with the Refinancing Plan, on April 29, 1997, the Company
satisfied $10 million of indebtedness payable to a related party by transferring
its interest in two real estate properties from its closed Florida operations to
such related party.
-8-
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW AND BASIS OF PRESENTATION
The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the consolidated financial
statements and notes thereto included elsewhere in this Form 10-Q.
SELECTED OPERATING RESULTS
(AS A PERCENTAGE OF SALES)
<TABLE>
<CAPTION>
12 WEEKS ENDED 28 WEEKS ENDED
--------------------------------- -----------------------------
August 15, August 9, August 15, August 9,
1998 1997 1998 1997
--------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
Gross Profit 33.5% 29.7% 32.7% 27.6%
Selling, General & Administrative
Expenses 22.9 22.1 23.1 20.9
EBITDA (1) 10.6 7.6 9.6 6.7
Depreciation & Amortization 4.9 4.3 4.9 4.2
Operating Profit 5.7 3.3 4.7 2.5
Income (loss) Before Income Taxes
& Extraordinary Item 2.1 0.1 1.1 (0.5)
Net Income (loss) 1.6 (0.1) 0.8 (1.0)
</TABLE>
- ----------
(1) Represents income before interest, income taxes, and depreciation and
amortization. EBITDA, as disclosed herein, is neither a measurement
pursuant to generally accepted accounting principles (GAAP) nor a
measurement of operating results and is included for information purposes
only.
RESULTS OF OPERATIONS
As the market leader in Puerto Rico and the U.S. Virgin Islands, the
Company operated a total of 51 supermarkets and 45 BLOCKBUSTER video stores as
of August 15, 1998. The history of store openings, closings and conversions of
in-store PUEBLO VIDEO CLUB outlets to in-store BLOCKBUSTER outlets through
August 15, 1998, since the end of the same period of the prior year, as well as
the store
-9-
<PAGE> 10
RESULTS OF OPERATIONS (CONTINUED)
composition, is set forth in the tables below:
<TABLE>
<S> <C>
Stores in operation at August 9, 1997 85
Stores opened:
Supermarkets 1
BLOCKBUSTER video stores 2
BLOCKBUSTER video store conversions from supermarket in-store video outlets 8
----
Stores in operation at August 15, 1998 96
====
</TABLE>
<TABLE>
<CAPTION>
August 15, 1998 August 9, 1997
--------------- --------------
<S> <C> <C>
Store composition at quarter-end:
Retail food stores 51 50
BLOCKBUSTER video stores 45 35
By location:
Puerto Rico 88 77
U.S. Virgin Islands 8 8
</TABLE>
The following is the summary of total and comparable store sales:
<TABLE>
<CAPTION>
PERCENTAGE INCREASE (DECREASE) IN SALES FOR THE
PERIOD ENDED AUGUST 15, 1998
----------------------------------------------------
12 Weeks Ended 28 Weeks Ended
----------------------- ----------------------
<S> <C> <C>
Total Sales (16.92) (17.17)
======================= ======================
Comparable Stores:
Retail Food Division (19.56) (19.83)
======================= ======================
Blockbuster Video 11.67 16.23
======================= ======================
Total Comparable Store Sales (18.15) (18.44)
======================= ======================
</TABLE>
Competition and resetting supermarkets to reposition Pueblo by offering
a broader product mix while eliminating marginally profitable product lines are
the primary factors contributing to the decline in sales. This was offset by an
increase in sales for the Blockbuster Division as a result of the expansion from
twenty-seven stores at the beginning of last year to forty-four at the start of
the current year.
Gross profit margin for the 12 and 28 weeks ended August 15, 1998, as a
percentage of sales (gross profit rate), was 33.5% and 32.7% compared to 29.7%
and 27.6%, respectively. Approximately two-thirds of the increases in the
consolidated gross profit rate are attributed to the Retail Food Division
operations. Decreased inventory shrinkage, improved acquisition costs and the
change in the Division's promotional programs are primary factors contributing
to this increase. The remainder of the increase in the consolidated gross profit
rate is attributable to expansion of the Blockbuster Division which has resulted
in that Division representing a larger percentage of consolidated sales and,
therefore, consolidated gross profit.
-10-
<PAGE> 11
RESULTS OF OPERATIONS (CONTINUED)
Selling, general and administrative expenses for the 12 and 28 weeks
ended August 15, 1998, as a percentage of sales, was 22.9% and 23.1% compared to
22.1% and 20.9% of sales for the 12 and 28 weeks ended August 9, 1997. However,
selling, general and administrative expenses for the 12 and 28 weeks ended
August 15, 1998 decreased by $6.7 million and $9.4 million in comparison to the
same period last year. The $9.4 million decrease is due to a $12.1 million
decrease in the Retail Food Division store operating expenses which is a result
of cost containment efforts. This decrease in costs was offset by a $2.8 million
increase in the Blockbuster Division operating costs as a result of the
expansion of the chain.
Depreciation and amortization for the 12 and 28 weeks ended August 15,
1998 decreased by $0.6 million and $0.7 million in comparison to the same period
last year.
Interest expense, net of interest and investment income, for the 12
weeks ended August 15, 1998 decreased by $0.2 million or 3.4% and increased for
the 28 weeks ended August 15, 1998 by $0.04 million or 0.3%, compared to the
same period last year due primarily to the Refinancing Plan, as described in
Note 3 - Debt of the notes to the Company's consolidated financial statements in
this Form 10-Q.
The income tax expense for the 12 and 28 weeks ended August 15, 1998
was $0.9 million and $1.2 million compared to the income tax expense of $0.6
million and $0.01 million for the 12 and 28 weeks ended August 9, 1997. The
income tax expense for the 12 and 28 weeks ended August 15, 1998 and for the 12
weeks ended August 9, 1997 is a result of permanent book-tax differences such as
goodwill that are added back to pretax income.
During the 28 weeks ended August 9, 1997, the Company recorded a $2.4
million extraordinary loss, net of deferred income taxes of $1.6 million, by
reason of the early extinguishment of debt due to the Refinancing Plan as
described in Note 3 - Debt of the notes to the Company's consolidated
financial statements in this Form 10-Q. The extraordinary loss pertains to the
unamortized portion of deferred costs associated with the Old Bank Credit
Agreement.
LIQUIDITY AND CAPITAL RESOURCES
Company operations have historically provided a cash flow which, along
with the available credit facility, has provided adequate liquidity for the
Company's operational needs.
On April 29, 1997 the Company entered into the Refinancing Plan in
connection with which it issued $85.0 million principal amount of the Series C
Senior Notes. The net proceeds from the sale of the Series C Senior Notes of
approximately $73.9 million after deducting expenses, together with available
cash of the Company, were used to repay the senior secured indebtedness
outstanding under the Old Bank Credit Agreement. In connection with the
Refinancing Plan, the Company entered into the New Bank Credit Agreement, which
provides for a $65.0 million revolving credit facility with less restrictive
covenants compared to the Old Bank Credit Agreement. After the issuance of
standby letters of credit in the amount of $12.9 million, as of August 15, 1998,
the Company has borrowing availability on a revolving basis of $52.1 million
under the New Bank Credit Agreement. As of August 15, 1998, the Company had no
borrowings outstanding under the revolver of the New Bank Credit Agreement.
Net cash used in operating activities was $13.7 million for the 28
weeks ended August 15, 1998.
The working capital deficit during the 28 weeks ended August 15, 1998
decreased from $23.5 million at January 31, 1998 to $17.5 million at August 15,
1998.
-11-
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Net cash used in investing activities was $7.5 million for the 28 weeks
ended August 15, 1998. Total capital expenditures, net of proceeds from
disposals, were $7.5 million for the 28 weeks ended August 15, 1998.
Net cash used in financing activities decreased to $0.4 million for the
28 weeks ended August 15, 1998. On April 29, 1997, the Company entered into a
Refinancing Plan (as described above) which provided net proceeds of $76.7
million. These proceeds together with available cash were used to repay $63.0
million in term loans and $16.0 million in revolving loans under the Old Bank
Credit Agreement. The Company also satisfied $10.0 million of indebtedness
payable to a related party for the 28 weeks ended August 9, 1997.
The Company believes that the cash flows generated by its normal
business operations together with its available credit facility will be adequate
for its liquidity and capital resource needs.
YEAR 2000 COMPLIANCE
In March 1998, the Company completed the planning phase of a project to
modify its information technology systems for compliance with the year 2000 and
beyond. The Company is now in the process of executing its plan and expects all
systems to be compliant by mid-calendar year 1999. The financial impact of
making the required system changes is not expected to be material to the
Company's consolidated financial position, results of operations or cash flows.
The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure to remediate
their own year 2000 issue. There can be no guarantee that the systems of other
companies on which the Company's systems rely will be timely converted and would
not have an adverse effect on the Company's systems.
IMPACT OF INFLATION AND CURRENCY FLUCTUATIONS
The inflation rate for food prices continues to be lower than the
overall increase in the U.S. Consumer Price Index. The Company's primary costs,
products and labor, can be affected by inflation. Increases in inventory costs
can typically be passed on to the customer. Other cost increases must be
recovered through operating efficiencies and improved gross margins. Currency in
Puerto Rico and the U.S. Virgin Islands is the U.S. dollar. As such, the Company
has no exposure to foreign currency fluctuations.
FORWARD LOOKING STATEMENTS
Certain of the matters discussed under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere in this Form 10-Q contain certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, concerning the
Company's belief that the cash flows generated by its normal business operations
together with its available credit facility will be adequate for its liquidity
and capital resource needs. These statements are based on the Company's
expectations and are subject to various risks and uncertainties. Actual results
could differ materially from those anticipated due to a number of factors,
including but not limited to the Company's substantial indebtedness and high
degree of leverage, which continue as a result of the Refinancing Plan
(including limitations on the Company's ability to obtain additional financing
and trade credit, to apply operating cash flow for purposes in addition to debt
service, to
-12-
<PAGE> 13
FORWARD LOOKING STATEMENTS (CONTINUED)
respond to price competition in economic downturns and to dispose of assets
pledged to secure such indebtedness or to freely use proceeds of any such
dispositions), the Company's limited geographic markets and competitive
conditions in the markets in which the Company operates and buying patterns of
consumers.
-13-
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule.
(b) Reports on Form 8-K
None.
-14-
<PAGE> 15
SIGNATURE
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.
PUEBLO XTRA INTERNATIONAL, INC.
Dated: September 16, 1998 /s/ Daniel J. O'Leary
-------------------------------
Daniel J. O'Leary
Executive Vice President
and Chief Financial Officer
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS ON PAGES
THREE THROUGH FIVE OF THE COMPANY'S FORM 10-Q FOR THE 28 WEEKS ENDED AUGUST 15,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-END> AUG-15-1998
<CASH> 7,235
<SECURITIES> 0
<RECEIVABLES> 2,793
<ALLOWANCES> 0
<INVENTORY> 63,007
<CURRENT-ASSETS> 95,389
<PP&E> 134,505
<DEPRECIATION> 111,568
<TOTAL-ASSETS> 481,597
<CURRENT-LIABILITIES> 112,886
<BONDS> 267,980
0
0
<COMMON> 0
<OTHER-SE> 30,575
<TOTAL-LIABILITY-AND-EQUITY> 481,597
<SALES> 426,042
<TOTAL-REVENUES> 426,042
<CGS> 286,945
<TOTAL-COSTS> 118,995
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,617
<INCOME-PRETAX> 4,485
<INCOME-TAX> 1,215
<INCOME-CONTINUING> 3,270
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,270
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
