-----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, A2qpZfbcQfQrv5pxQNlqsB6cbk+zPUc3BrOvCQrE4XOWTfKhntXS3ZPild2hg/hT +D/+T1zyADLu3KUa3Mattw== 0000906307-03-000006.txt : 20030116 0000906307-03-000006.hdr.sgml : 20030116 20030116162140 ACCESSION NUMBER: 0000906307-03-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030116 ITEM INFORMATION: Other events FILED AS OF DATE: 20030116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUEBLO XTRA INTERNATIONAL INC CENTRAL INDEX KEY: 0000906307 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 650415593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-63372 FILM NUMBER: 03516500 BUSINESS ADDRESS: STREET 1: 1300 NW 22ND ST CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 9549772519 MAIL ADDRESS: STREET 1: 1300 N W 22ND STREET CITY: POMPANO STATE: FL ZIP: 33069 8-K 1 a8k011603.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) JANUARY 16, 2003 NUTRITIONAL SOURCING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 33-63372 65-0415593 ------------------------------ --------------- ---------------------- (State or other jurisdiction (Commission (I.R.S. employer of incorporation) File Number) 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 --------------- Registrant's former name ------------------------ ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Nutritional Sourcing Corporation (the "Company") filed its monthly operating report for the period extending from November 3, 2002 through November 30, 2002 (the "Operating Report") with the United States Bankruptcy Court for the District of Delaware, from which certain excerpted financial information is attached hereto as Exhibit 99.1. This report was filed in connection with the Company's voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case No. 02-12550. The Company cautions readers not to place reliance upon the information contained therein. The Operating Report contains unaudited information, is limited in scope, covers a limited time period and is in the format prescribed by the applicable bankruptcy laws. There can be no assurance that the Operating Report is complete. The Company also cautions readers to read the Cautionary Statement contained as part of the Operating Report. ITEM 7 FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibit. Document Description 99.1 Monthly Operating Report for the Period November 3, 2002 to November 30, 2002. SIGNATURE Pursuant to the requirement 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. Nutritional Sourcing Corporation January 16, 2003 By: /s/ Daniel J. O'Leary --------------------------- Daniel J. O'Leary Executive Vice President And Chief Financial Officer UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - ----------------------------------------------------------------------------- In re: Case No.: 02-12550 (PJW) Nutritional Sourcing Corporation - ----------------------------------------------------------------------------- MONTHLY OPERATING REPORT FOR THE PERIOD NOVEMBER 3, 2002 TO NOVEMBER 30, 2002 The undersigned declares under penalty of perjury (28 U.S.C. Section 1746) that this report is true and correct to the best of my knowledge. Date: January 3, 2003 Nutritional Sourcing Corporation By: /s/ Daniel J. O'Leary --------------------------- Daniel J. O'Leary Executive Vice President And Chief Financial Officer NUTRITIONAL SOURCING CORPORATION U.S. TRUSTEE MONTHLY OPERATING REPORT FOR THE PERIOD NOVEMBER 3, 2002 TO NOVEMBER 30, 2002 I. Nutritional Sourcing Corporation (Parent Only) Unaudited Special-Purpose Financial Statements A. Special-Purpose Statement of Operations for the period November 3, 2002 to November 30, 2002 B. Special-Purpose Balance Sheet as of November 30, 2002 and September 4, 2002 C. Cash Receipts and Disbursements for the period September 4, 2002 to November 30, 2002 D. Schedule of Professional Fees and Expenses for the period September 4, 2002 to November 30, 2002 E. Summary of Post Petition Taxes for the period September 4, 2002 to November 30, 2002 F. Accounts Receivable Reconciliation and Aging as of November 30, 2002 II. Debtor Questionnaire NUTRITIONAL SOURCING CORPORATION SPECIAL-PURPOSE STATEMENT OF OPERATIONS (Unaudited) - ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS)
CUMULATIVE FILING PERIOD TO DATE ----------------- ----------------- NOVEMBER 3, 2002 SEPTEMBER 4, 2002 TO TO NOVEMBER 30, 2002 NOVEMBER 30, 2002 ----------------- ----------------- SALES $ 0 $ 0 Cost of Sales 0 0 ----------------- ----------------- GROSS MARGIN 0 0 Selling, general and administrative expenses 0 0 ----------------- ----------------- OPERATING PROFIT 0 0 Interest income (expense): Interest income 1,315 3,944 Interest expense: amortization of original issue discount (36) (109) ----------------- ----------------- Net interest income 1,279 3,835 ----------------- ----------------- NET INCOME (LOSS) BEFORE REORGANIZATION ITEMS AND TAXES 1,279 3,835 Reorganization items 0 995 ----------------- ----------------- NET INCOME (LOSS) BEFORE TAXES 1,279 2,840 Income Tax expense 0 174 ----------------- ----------------- NET INCOME (LOSS) BEFORE EARNINGS OF SUBSIDIARIES 1,279 2,666 Equity in earnings (loss) of subsidiaries (1,210) (3,979) ----------------- ----------------- NET INCOME (LOSS) $ 69 $ (1,313) ================= =================
NUTRITIONAL SOURCING CORPORATION SPECIAL-PURPOSE BALANCE SHEET (Unaudited) - ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
AS OF ------------------------------ NOVEMBER 30, SEPTEMBER 4, 2002 2002 -------------- -------------- ASSETS CURRENT ASSETS Cash & cash equivalents $ 0 $ 0 Accounts receivable 13,351 9,662 Notes receivable, net of Unamortized Premium of $785 and $1,040 as of November 30, 2002 and September 4, 2002, respectively 161,498 161,243 Prepaid expenses 1,038 1,660 -------------- -------------- TOTAL CURRENT ASSETS 175,887 172,565 Bond issue costs ? 1993 issue 316 426 Deferred tax asset ? original issue discount 1,579 1,209 Equity in subsidiaries 55,838 59,817 -------------- -------------- TOTAL ASSETS $ 233,620 $ 234,017 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Interest Payable $ 0 $ 9,977 Bonds Payable, net of Unamortized Discount of $1,052 as of September 4, 2002 0 176,231 Deferred income taxes payable 544 0 Intercompany payable 373 11,203 -------------- -------------- TOTAL CURRENT LIABILITIES 917 197,411 Other liabilities 0 0 -------------- -------------- TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE 917 0 LIABILITIES SUBJECT TO COMPROMISE 197,411 197,411 Common stock ($0.10 par value) 0 0 Additional paid in capital 91,500 91,500 Retained earnings (deficit) (56,208) (54,894) -------------- -------------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 233,620 $ 234,017 ============== ============== Memo: LIABILTIES SUBJECT TO COMPROMISE Notes payable $ 176,231 Interest payable 9,977 Intercompany payable 11,203 -------------- $ 197,411 ==============
NUTRITIONAL SOURCING CORPORATION CASH RECEIPTS AND DISBURSEMENTS (Unaudited) - ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS)
PERIOD CUMULATIVE FILING TO DATE ------------------------------ ----------------------------- FROM NOVEMBER 3, 2002 FROM SEPTEMBER 4, 2002 TO NOVEMBER 30, 2002 TO NOVEMBER 30, 2002 ------------------------------ ----------------------------- ACTUAL PROJECTED ACTUAL PROJECTED ------------- ------------- ------------ ------------- Cash Receipts: Loans and advances $ 0 $ 834 $ 300 $ 3,089 ------------- ------------- ------------ ------------- CASH INFLOWS 0 834 300 3,089 ------------- ------------- ------------ ------------- Cash Disbursements: Professional fees (1) 0 830 300 3,075 U.S. Trustee fees 0 4 0 14 ------------- ------------- ------------ ------------- CASH OUTFLOWS 0 834 300 3,089 ------------- ------------- ------------ ------------- NET CASH INFLOWS (OUTFLOWS) $ 0 $ 0 $ 0 $ 0 ============= ============= ============ =============
(1) The actual expenses for the period were paid by the subsidiaries of the Company and recorded by the Company as an intercompany payable. NUTRITIONAL SOURCING CORPORATION SCHEDULE OF PROFESSIONAL FEES AND EXPENSES (Unaudited) - -----------------------------------------------------------------------------
FOR THE PERIOD SEPTEMBER 4, 2002 TO NOVEMBER 30, 2002 ------------------------------------------------------------- BILLED NAME AMOUNT PAID UNPAID TOTAL - ---- ------------- ------------- ------------- ------------- Alvarez & Marsal (1) $ 82,091 $ 82,091 $ 0 $ 82,091 Gavin Anderson (1) 34,459 34,459 0 34,459 Jeffries & Company (1) 181,935 181,935 0 181,935 Other (1) 1,514 1,514 0 1,514 ------------- ------------- ------------- ------------- TOTAL $ 299,999 $ 299,999 $ 0 $ 299,999 ============= ============= ============= =============
(1) These payments were made prior to the date the Company filed to convert, from involuntary to voluntary, the petition for protection under Chapter 11 of the United States Bankruptcy Code, but subsequent to the date the involuntary petition was filed. NUTRITIONAL SOURCING CORPORATION SUMMARY OF POSTPETITION TAXES FROM THE PERIOD SEPTEMBER 4, 2002 TO NOVEMBER 30, 2002 (Unaudited) - ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS)
Beginning Amount Ending Tax Withheld or Amount Date Check No. Tax Liability Accrued Paid Paid or EFT Liability ----------- ----------- ---------- ---------- ---------- ---------- FEDERAL: Income: Accrued provision $ 0 $ 544 $ 0 $ 0 $ 0 $ 544 ----------- ----------- ---------- ---------- ---------- ---------- TOTAL $ 0 $ 544 $ 0 $ 0 $ 0 $ 544 =========== =========== ========== ========== ========== ==========
NUTRITIONAL SOURCING CORPORATION ACCOUNTS RECEIVABLE RECONCILIATION AND AGING (Unaudited) - ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS)
AS OF NOVEMBER 30, 2002 ------------------ ACCOUNTS RECEIVABLE RECONCILIATION: Total Accounts Receivable at the beginning of the reporting period $ 12,121 + Amounts billed during the period 1,230 - Amounts collected during the period 0 ------------------ Total Accounts Receivable at the end of the reporting period $ 13,351 ==================
AS OF NOVEMBER 30, 2002 ------------------ ACCOUNTS RECEIVABLE AGING: 0 - 30 days old $ 1,230 31 - 60 days old 1,230 61 - 90 days old 1,230 91+ days old 9,661 ------------------ Total Accounts Receivable 13,351 Amounts considered uncollectible (Bad Debt) 0 ------------------ Accounts Receivable (Net) $ 13,351 ==================
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE CASE NAME: Nutritional Sourcing Corporation CASE NO.: 02-12550 (PJW) -------------------------------- -------------- FOR THE PERIOD SEPTEMBER 4, 2002 TO NOVEMBER 30, 2002 DEBTOR QUESTIONAIRRE 1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. Yes ( ) No (x) 2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. Yes ( ) No (x) 3. Have all postpetition tax returns been timely filed? If no, provide an explanation below. Yes (x) No ( ) 4. Are worker's compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. Yes (x) No ( ) NUTRITIONAL SOURCING CORPORATION CAUTIONARY STATEMENT WITH RESPECT TO OPERATING REPORTS - ------------------------------------------------------------------------------ The Company cautions readers not to place undue reliance upon the information contained in the monthly operating report (the "Operating Report"). The Operating Report contains unaudited information, is limited in scope, covers a limited time period and is in a format prescribed by the applicable bankruptcy laws. There can be no assurance that the Operating Report is complete. The Operating Report contains information for periods which may be shorter or otherwise different from those contained in the Company's reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such information may not be indicative of the Company's financial condition or operating results for the periods reflected in the Company's financial statements or in its reports pursuant to the Exchange Act and readers are cautioned to refer to the Exchange Act filings. Moreover, the Operating Report and other communications from the Company may include forward-looking statements subject to various assumptions regarding the Company's operating performance that may not be realized and are subject to significant business, economic and competitive uncertainties and contingencies, including those described in this report, many of which are beyond the Company's control. Consequently such matters should not be regarded as a representation or warranty by the Company that such matters will be realized or are indicative of the Company's financial condition or operating results for future periods or the periods covered in the Company's reports pursuant to the Exchange Act. Actual results for such periods may differ materially from the information contained in the Operating Report and the Company undertakes no obligation to update or revise the Operating Report. The Operating Report, as well as other statements made by the Company, may contain forward-looking statements that reflect, when made, the Company's current views with respect to current events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company's operations and business environment which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the Company to continue as a going concern; the Company's ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the ability of the Company to develop, prosecute, confirm and consummate a plan of reorganization with respect to its Chapter 11 case; risks associated with third parties eventually attempting to obtain court approval to terminate or shorten the exclusivity period for the Company to propose and confirm a plan of reorganization, for the appointment of a Chapter 11 trustee or to convert the case to a Chapter 7 case; the potential adverse impact of the Chapter 11 case on the Company's results of operations; the ability of the Company to fund and execute its business plan; and the ability of the Company to attract, motivate and/or retain key executives and associates. Other risk factors are listed from time to time in the Company's SEC reports, including, but not limited to the Annual Report on Form 10-K for the year ended November 3, 2001 and the quarterly report on Form 10-Q for the Company's most recent fiscal quarter. Nutritional Sourcing Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Company's 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 bankruptcy proceedings to each of these constituencies. A plan of reorganization could result in holders of the Company's common stock receiving no value for their interests. Because of such possibilities, the value of the common stock is highly speculative. 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. -----END PRIVACY-ENHANCED MESSAGE-----