-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PKEXlpQKIfeqndtyYQzELxtReLZrf/fb5i1TynMNYhrNTPU9+LTNzZhvQsKGZvVo j4r795OLBO7jfDraPJgFOQ== 0001341004-08-001419.txt : 20080618 0001341004-08-001419.hdr.sgml : 20080618 20080617185727 ACCESSION NUMBER: 0001341004-08-001419 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080617 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE BAKERIES CORP/DE/ CENTRAL INDEX KEY: 0000829499 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 431470322 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11165 FILM NUMBER: 08904286 BUSINESS ADDRESS: STREET 1: 12 E ARMOUR BLVD CITY: KANSAS CITY STATE: MO ZIP: 64111 BUSINESS PHONE: 8165024000 MAIL ADDRESS: STREET 1: 12 E ARMOUR BLVD CITY: KANSAS CITY STATE: MO ZIP: 64111 FORMER COMPANY: FORMER CONFORMED NAME: IBC HOLDINGS CORP DATE OF NAME CHANGE: 19910612 8-K 1 form8-k.htm form8-k.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 17, 2008
 
INTERSTATE BAKERIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
1-11165
43-1470322
(Commission File Number)
(IRS Employer Identification No.)
   
12 East Armour Boulevard
 
Kansas City, Missouri
64111
(Address of Principal Executive Offices)
(Zip Code)
 
(816) 502-4000
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 7.01.      Regulation FD Disclosure.

As previously reported, on September 22, 2004, Interstate Bakeries Corporation (the “Company”) and each of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”). The filings were made in the United States Bankruptcy Court for the Western District of Missouri (the “Court”). On June 17, 2008, the Company filed with the Court as required by the Bankruptcy Code a consolidated monthly operating report for the four week period ended May 3, 2008 (the “MOR”).

The Company is required to file the MOR with the Bankruptcy Court and the U.S. Trustee pursuant to requirements under Local Rule 2015-2 C. The MOR should be read in conjunction with the Company’s third quarter fiscal 2008 Form 10-Q that was filed with the Securities and Exchange Commission (“SEC”) on April 17, 2008, and the Company’s Annual Report on Form 10-K for fiscal 2007 that was filed with the SEC on August 16, 2007. The MOR is not audited and will not be subject to audit or review by the Company’s external auditors on a stand-alone basis at any time in the future. The MOR does not include certain quarterly and year-to-date adjustments reflected upon review of major asset and liability accounts prior to the Company’s filing of its quarterly and annual financial statements with the SEC. The information contained in the MOR is subject to additional qualifications and limitations as described in the Explanatory Notes to the MOR and readers are advised to read and consider such qualifications and limitations carefully. Accordingly, the Company cautions readers not to place undue reliance upon the information contained in the MOR. Readers are also cautioned to refer to the risk factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 2, 2007, as supplemented by the Company’s first quarter fiscal 2008 Form 10-Q and third quarter fiscal 2008 Form 10-Q, which address risks that could adversely affect our financial condition, results of operations and cash flows. For these reasons, the financial information contained in the report furnished today is not indicative of the Company’s financial condition or operating results on a basis consistent with generally accepted accounting principles in the United States.

As reflected in the MOR, the Company reported net sales of $224.1 million for the four week period ended May 3, 2008. The Company’s net loss for the four week period ended May 3, 2008 was $9.4 million.

The Company reported cash of $20.4 million as of May 3, 2008. As of May 3, 2008 the Company had borrowed $53.6 million under its $200 million debtor-in-possession credit facility, which is subject to a borrowing base formula based on its level of eligible accounts receivable, inventory, certain real property and reserves. The credit facility was also utilized to support the issuance of letters of credit primarily in support of the Companys insurance programs. As of May 3, 2008, there were $129.1 million of letters of credit outstanding under the debtor-in-possession credit facility, which were partially collateralized by $21.0 million of restricted cash as shown on the MOR. The amount of the credit facility available for borrowing was $17.2 million as of May 3, 2008. In addition to the borrowing base formula, each borrowing under the debtor-in-possession credit facility is subject to its terms and conditions, including the absence of an event of default thereunder.

On May 9, 2008, the Company entered into the Second Amended and Restated Revolving Credit Agreement, which, among other things, increased the amount available for borrowing under the credit agreement from $200 million to approximately $249.7 million and extended the maturity date to September 30, 2008.

The foregoing description of the MOR is not intended to be complete and is qualified in its entirety by reference to the MOR attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report on Form 8-K under the heading Item 7.01, Regulation FD Disclosure, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Cautionary Statement Regarding Forward-Looking Statements and Other Matters

Some information contained in this Current Report on Form 8-K may be forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are not historical in nature and include statements that reflect, when made, the Companys views with respect to current events and financial performance. These forward-looking statements can be identified by forward-looking words such as “may,”will,”expect,”intend,”anticipate,”believe,”estimate,”plan,”could,”should” and “continue” or similar words. These forward-looking statements may also use different phrases. All such forward-looking statements are and will be subject to numerous risks and uncertainties, many of which are beyond our control that could cause actual results to differ materially from such statements. Factors that could cause actual results to differ materially include, without limitation: the ability of the Company to continue as a going concern; the evaluation of various alternatives, including, but not limited to, the sale of some or all of its assets, infusion of capital, debt restructuring, amending the plan of reorganization previously filed with the Bankruptcy Court, filing a new plan of reorganization, or any combination of these options; the Companys ability to obtain the financing necessary to emerge from Chapter 11; the terms of any reorganization plan ultimately confirmed; the Companys ability to implement its business plan developed as a basis for its discussion regarding one or more plans of reorganization; the Companys ability to obtain concessions from its unionized workforce to reduce costs and allow for greater flexibility in the method and manner of distributing its products; risks associated with the Companys restructuring activities, including the risks associated with achieving the desired savings; the ability of the Company to operate pursuant to the covenants, terms and certifications of its DIP financing facility, as amended and restated; the ability of the Company to obtain court approval with respect to motions in the Chapter 11 proceeding filed by it from time to time; the ability to develop, propose, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 proceeding; the Companys ability to negotiate an extension (if needed) or refinance the debtor-in-possession credit facility; risks associated with third parties seeking and obtaining court approval for the appointment of a Chapter 11 trustee or to convert the Chapter 11 proceeding to a Chapter 7 proceeding; risks associated with cost increases in materials, ingredients, energy and employee wages and benefits; the Companys ability to successfully reject unfavorable contracts and leases; the duration of the Chapter 11 process; the ability of the Company to obtain and maintain adequate terms with vendors and service providers; the potential adverse impact of the Chapter 11 proceeding on the Companys liquidity or results of operations; the Companys ability to operate its business under the restrictions imposed by the Chapter 11 process; the instructions, orders and decisions of the bankruptcy court and other effects of legal and administrative proceedings, settlements, investigations and claims; the significant time that will be required by management to implement a plan of reorganization, as well as to evaluate the Companys various alternatives discussed above; risks associated with product price increases, including the risk that such actions will not effectively offset inflationary cost pressures and may adversely impact sales of the Companys products; the effectiveness of the Companys efforts to hedge its exposure to price increases with respect to various ingredients and energy; the ability of the Company to attract, motivate and/or retain key executives and employees; changes in our relationship with employees and the unions that represent them; successful implementation of information technology improvements; increased costs and uncertainties with respect to a defined benefit pension plan to which we contribute; costs associated with increased contributions to single employer, multiple employer or multi-employer pension plans; the impact of any withdrawal liability arising under the Companys multi-employer pension plans as a result of prior actions or current consolidations; the effectiveness and adequacy of our information and data systems; changes in general economic and business conditions (including in the bread and sweet goods markets); changes in consumer tastes or eating habits; acceptance of new product offerings by consumers and the Companys ability to expand existing brands; the performance of the Companys recent and planned new product introductions, including the success of such new products in achieving and retaining market share; the effectiveness of advertising and marketing spending; any inability to protect and maintain the value of the Companys intellectual property; future product recalls or food safety concerns; actions of competitors, including pricing policy and promotional spending; bankruptcy filings by customers; costs associated with environmental compliance and remediation; actions of governmental entities, including regulatory requirements; the outcome of legal proceedings to which we are or may become a party; business disruption from terrorist acts, our nations response to such acts and acts of war; and other factors.  These statements speak only as of the date of this Current Report on Form 8-K, and we disclaim any intention or obligation to update or revise any forward-looking statements to reflect new information, future events or developments or otherwise, except as required by law. We have provided additional information in our filings with the SEC, which readers are encouraged to review, concerning other factors that could cause actual results to differ materially from those indicated in the forward-looking statements.

Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Companys various pre-petition liabilities, common stock and/or other equity securities. No assurance can be given as to what values, if any, will be ascribed in the Chapter 11 proceeding to each of these liabilities and/or securities. Accordingly, the Company urges that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.
 
Item 9.01      Financial Statements and Exhibits.

(d)        Exhibits

Exhibit No.
Description
   
    99.1
Interstate Bakeries Corporation Consolidated Monthly Operating Report for the four week period ended May 3, 2008
 
 
 

 

 
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 hereunto duly authorized.

Date: June 17, 2008
 
INTERSTATE BAKERIES
   
CORPORATION
       
       
   
By:
 /s/ J. Randall Vance
     
J. Randall Vance
     
Senior Vice President, Chief
     
Financial Officer and Treasurer
 
 
 

 

 
EXHIBIT INDEX

Exhibit No.
Description
   
     99.1
Interstate Bakeries Corporation Consolidated Monthly Operating Report for the four week period ended May 3, 2008

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
       
 EXHIBIT 99.1
 
           
Case Name: Interstate Bakeries
         
Corporation & All  Subsidiaries
    Case No:  04-45814-jwv-11
 
             
   
Consolidated Monthly Operating Report Summary
 
   
For The Four Weeks Ended and as of  May 3, 2008
 
 
REVENUE
                 
Gross Income
          $ 224,110,192    
Less Cost of Goods Sold
            116,878,445    
 
Ingredients, Packaging & Outside Purchasing
  $ 68,663,351              
 
Direct & Indirect Labor
    36,379,015              
 
Overhead & Production Administration
    11,836,079              
Gross Profit
              107,231,747    
                       
OPERATING EXPENSES
                   
Owner - Draws/Salaries
    -              
Selling & Delivery Employee Salaries
    50,187,491              
Advertising and Marketing
    2,086,781              
Insurance (Property, Casualty, & Medical)
    11,605,107              
Payroll Taxes
    4,168,768              
Lease and Rent
    2,951,851              
Telephone and Utilities
    1,152,853              
Corporate Expense (Including Salaries)
    6,460,600              
Other Expenses
    30,663,559  
(i)
         
Total Operating Expenses
              109,277,010    
 
EBITDA
              (2,045,263 )  
Restructuring & Reorganization Charges
    3,214,339  
(ii)
         
Depreciation and Amortization
    5,140,742              
Abandonment
    133,420              
Property & Equipment Impairment
    -              
Other( Income)/Expense
    (1,037 )            
Gain/Loss Sale of Prop
    -              
Interest Expense
    2,737,936              
Operating Income (Loss)
              (13,270,663 )  
Income Tax Expense (Benefit)
    (3,861,132 )            
Net Income (Loss)
            $ (9,409,531 )  
                       
                       
CURRENT ASSETS
                   
 
Accounts Receivable at end of period
            $ 139,478,032    
 
Increase (Decrease) in Accounts Receivable for period
              9,258,800    
 
Inventory at end of period
              61,656,180    
 
Increase (Decrease) in Inventory for period
              906,923    
 
Cash at end of period
              20,396,685    
 
Increase (Decrease) in Cash for period
              (1,587,634 )  
 
Restricted Cash
              21,017,667  
(iii)
 
Increase (Decrease) in Restricted Cash for period
              (1,092,278 )  
                       
LIABILITIES
                   
 
Increase (Decrease) Liabilities Not Subject to Compromise
        10,413,161    
 
Increase (Decrease) Liabilities  Subject to Compromise
              36,364    
 
Taxes payable:
                   
 
     Federal Payroll Taxes
  $ 2,650,633              
 
     State/Local Payroll Taxes
    1,293,514              
 
     State Sales Taxes
    820,091              
 
     Real Estate and
                   
 
         Personal Property Taxes
    6,862,576              
 
    Other (see attached supplemental schedule)
    4,216,147              
 
     Total Taxes Payable
              15,842,961    
                       
See attached supplemental schedule for footnoted information.
                   
 
 
 

 
 
IBC
           
Other Taxes Payable - Supplemental Schedule
         
for period ended
         
May 3, 2008
         
             
             
             
 
Description
 
Amount
     
             
 
Use Tax
  $ 532,043      
 
Accr. Franchise Tax
    1,998,698      
 
Other Taxes
    1,685,406                  
               
 
Total Other Taxes Payable
  $ 4,216,147      
               
               
               
     
12th period
     
(i)  Other Expenses included the following items:
           
 
Employee benefit costs
    12,667,270      
 
Facility costs (excluding lease expense)
    774,816      
 
Distribution/transportation costs
    13,615,632      
 
Local promotional costs
    1,238,079      
 
Miscellaneous
    2,367,762      
      $ 30,663,559      
               
(ii) Restructuring and reorganization expenses for the period included:
     
 
Restructuring expenses
           
 
     (Gain)/loss on sale of assets
    (238,290 )    
 
     Employee costs adjustment
    (19,944 )    
 
     Other
    164,306      
 
Reorganization expenses
           
 
     Professional fees
    3,308,277      
 
     Interest income
    (10 )    
      $ 3,214,339      
               
(iii) Restricted cash represents cash held as collateral pursuant to IBC's debtor-in-possession credit facility.
               
Note: Capital expenditures for the period totaled approximately $1.5 million.
     
 
 
 
 

 
 
EXPLANATORY NOTES TO THE INTERSTATE BAKERIES CORPORATION
CONSOLIDATED MONTHLY OPERATING REPORT
DATED AS OF May 3, 2008


 
1.
This consolidated Monthly Operating Report (MOR), reflecting results for the four-week period ended May 3, 2008 and balances of and period changes in certain of the Company’s accounts as of May 3, 2008, is unaudited. This MOR should be read together and concurrently with the Company’s third quarter 2008 Form 10-Q that was filed with the Securities and Exchange Commission on April 17, 2008 and the Company’s Annual Report on Form 10-K for fiscal 2007 filed with the SEC on August 16, 2007 for a comprehensive description of our current financial condition and operating results. This MOR is being provided to the Bankruptcy Court and the U.S. Trustee pursuant to requirements under Local Rule 2015-2 C.

 
2.
This MOR is not audited and will not be subject to audit or review by our external auditors on a stand-alone basis at any time in the future.  This MOR does not include certain quarterly and year-to-date adjustments reflected upon review of major asset and liability accounts prior to the Company’s filing of its quarterly and annual financial statements with the SEC.
 
Due to the timing impact of the foregoing, results for this period as presented in the MOR are not necessarily indicative of the actual results for the period if all such matters were allocated to all periods in the quarter or year.  Accordingly, each period reported in the MORs should not be viewed on a stand-alone basis, but rather in the context of previously reported financial results, including the Company’s SEC filings.
 
 
3.
This MOR is presented in a format providing information required under local rule and incorporating measurements used for internal operating purposes, rather than in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. This MOR does not include certain financial statements and explanatory footnotes, including disclosures required under GAAP.

 
4.
As of May 3, 2008 the Company had borrowed $53.6 million under its $200 million debtor-in-possession credit facility, which is subject to a borrowing base formula based on its level of eligible accounts receivable, inventory, certain real property and reserves.  The credit facility was also utilized to support the issuance of letters of credit primarily in support of the Company’s insurance programs.  As of May 3, 2008 there were $129.1 million of letters of credit outstanding under the debtor-in-possession credit facility. The amount of the credit facility available for borrowing was $17.2 million as of May 3, 2008.  In addition to the borrowing base formula, each borrowing under the debtor-in-possession credit facility is subject to its terms and conditions, including the absence of an event of default thereunder.  (See Note 8 to the Company’s financial statements included in its Form 10-Q for the third fiscal quarter of 2008 ended March 8, 2008 for additional information.)

 
5.
On May 9, 2008 the Company announced that it had closed on an amended and restated Debtor-in-Possession (DIP) revolving credit agreement to replace the Company’s former DIP credit agreement which was set to expire on June 2, 2008.  Under the terms of the amended and restated DIP credit agreement, the maturity date has been extended to September 30, 2008 and the amount available for borrowing under the agreement has been increased from $200 million to $249.7 million subject to the terms of the agreement.  Please refer to the Company’s Form 8-K filed with the SEC on May 12, 2008 for additional information.
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