-----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, WiLts5BF/xHLBtyX7ShUs8UnXStpq9lci+SJMZ9mOj9F++fR4jYuDfx4HAXBH+3i limJ3DE07arFGUq9KbGk1w== 0000906307-03-000018.txt : 20030606 0000906307-03-000018.hdr.sgml : 20030606 20030606163411 ACCESSION NUMBER: 0000906307-03-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030606 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUTRITIONAL SOURCING CORP CENTRAL INDEX KEY: 0000906307 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 650415593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-63372 FILM NUMBER: 03736150 BUSINESS ADDRESS: STREET 1: 1300 NW 22ND STREET CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 9549772500 MAIL ADDRESS: STREET 1: 1300 NW 22ND STREET CITY: POMPANO BEACH STATE: FL ZIP: 33069 FORMER COMPANY: FORMER CONFORMED NAME: PUEBLO XTRA INTERNATIONAL INC DATE OF NAME CHANGE: 19930527 8-K 1 a8k060603.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) JUNE 6, 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 March 23, 2003 through April 19, 2003 (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 in the Operating Report. 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 March 23, 2003 to April 19, 2003. 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 June 6, 2003 By: /s/ Daniel J. O'Leary --------------------------- Daniel J. O'Leary Executive Vice President And Chief Financial Officer Exhibit 99.1 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 MARCH 23, 2003 TO APRIL 19, 2003 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: June 2, 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 MARCH 23, 2003 TO APRIL 19, 2003 I. Nutritional Sourcing Corporation (Parent Only) Unaudited Special-Purpose Financial Statements A. Special-Purpose Statement of Operations for the period March 23, 2003 to April 19, 2003 B. Special-Purpose Balance Sheet as of April 19, 2003 and September 4, 2002 C. Cash Receipts and Disbursements for the period September 4, 2002 to April 19, 2003 D. Schedule of Professional Fees and Expenses for the period September 4, 2002 to April 19, 2003 E. Summary of Post Petition Taxes for the period September 4, 2002 to April 19, 2003 F. Accounts Receivable Reconciliation and Aging as of April 19, 2003 G. Bank reconciliations (the company's copies are attached) and copies of Bank statements.* II. Debtor Questionnaire __________________________________________________________________________ * Ommitted from Form 8-K. NUTRITIONAL SOURCING CORPORATION SPECIAL-PURPOSE STATEMENT OF OPERATIONS (Unaudited) - ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS)
CUMULATIVE FILING PERIOD TO DATE ----------------- ----------------- MARCH 23, 2003 SEPTEMBER 4, 2002 TO TO APRIL 19, 2003 APRIL 19, 2003 ----------------- ----------------- 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 1,327 10,553 Interest expense: amortization of original issue discount (36) (291) ----------------- ----------------- Net interest income 1,291 10,262 ----------------- ----------------- NET INCOME (LOSS) BEFORE REORGANIZATION ITEMS AND TAXES 1,291 10,262 Reorganization items 467 3,139 ----------------- ----------------- NET INCOME (LOSS) BEFORE TAXES 824 7,123 Income Tax expense 0 174 ----------------- ----------------- NET INCOME (LOSS) BEFORE EARNINGS OF SUBSIDIARIES 824 6,949 Equity in earnings (loss) of subsidiaries (1,635) (10,344) (1) ----------------- ----------------- NET INCOME (LOSS) $ (811) $ (3,395) ================= =================
(1) An adjustment of $0.9 million was recorded in the prior periods related to correcting the computation of the value of inventory. NUTRITIONAL SOURCING CORPORATION SPECIAL-PURPOSE BALANCE SHEET (Unaudited) - ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
AS OF ------------------------------ APRIL 19, SEPTEMBER 4, 2003 2002 -------------- -------------- ASSETS CURRENT ASSETS Cash & cash equivalents $ 14 $ 0 Accounts receivable 19,518 9,662 Notes receivable, net of Unamortized Premium of $342 and $1,040 as of April 19, 2003 and September 4, 2002, respectively 161,941 161,243 Prepaid expenses 226 1,660 -------------- -------------- TOTAL CURRENT ASSETS 181,699 172,565 Bond issue costs ? 1993 issue 134 426 Deferred tax asset ? original issue discount 1,579 1,209 Equity in subsidiaries 49,473 59,817 -------------- -------------- TOTAL ASSETS $ 232,885 $ 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 Accrued expenses 586 0 Deferred income taxes payable 544 0 Intercompany payable 1,133 11,203 -------------- -------------- TOTAL CURRENT LIABILITIES 2,263 197,411 Other liabilities 0 0 -------------- -------------- TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE 2,263 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) (58,289) (54,894) -------------- -------------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 232,885 $ 234,017 ============== ============== Memo: LIABILITIES 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 MARCH 23, 2003 FROM SEPTEMBER 4, 2002 TO APRIL 19, 2003 TO APRIL 19, 2003 ------------------------------ ----------------------------- ACTUAL PROJECTED ACTUAL PROJECTED ------------- ------------- ------------ ------------- Cash Receipts: Loans and advances (1) $ 41 $ 0 $ 1,061 $ 3,858 ------------- ------------- ------------ ------------- CASH INFLOWS 41 0 1,061 3,858 ------------- ------------- ------------ ------------- Cash Disbursements: Professional fees 318 0 1,043 3,840 U.S. Trustee fees 0 0 4 18 ------------- ------------- ------------ ------------- CASH OUTFLOWS 318 0 1,047 3,858 ------------- ------------- ------------ ------------- NET CASH INFLOWS (OUTFLOWS) $ (277) $ 0 $ 14 $ 0 ============= ============= ============ =============
(1) All loans and advances were made to NSC by its operating subsidiaries. NUTRITIONAL SOURCING CORPORATION SCHEDULE OF PROFESSIONAL FEES AND EXPENSES (Unaudited) - -----------------------------------------------------------------------------
FOR THE PERIOD SEPTEMBER 4, 2002 TO APRIL 19, 2003 ------------------------------------------------------------- BILLED NAME AMOUNT PAID UNPAID TOTAL - ---- ------------- ------------- ------------- ------------- Alvarez & Marsal $ 82,091 $ 82,091 $ 0 $ 82,091 Ashby & Geddes 20,736 6,183 14,553 20,736 Bowne of Miami 16,485 1,563 14,922 16,485 D.F. King & Co., Inc. 7,527 7,527 0 7,527 Duane Morris LLP 50,000 50,000 0 50,000 Gavin Anderson 34,459 34,459 0 34,459 Kaye Schoeler LLP 85,587 5,364 80,223 85,587 Jeffries & Company 950,559 642,301 308,258 950,559 Milbank, Tweed, Hadley & McCloy 60,000 0 60,000 60,000 R. R. Donnelley Receivables 22,384 22,384 0 22,384 Stroock & Stroock & Lavan LLP 293,463 189,021 104,442 293,463 United States Trustee 7,750 4,000 3,750 7,750 Other 1,887 1,887 0 1,887 ------------- ------------- ------------- ------------- TOTAL $ 1,632,928 $ 1,046,780 $ 586,148 $ 1,632,928 ============= ============= ============= =============
NUTRITIONAL SOURCING CORPORATION SUMMARY OF POSTPETITION TAXES FROM THE PERIOD SEPTEMBER 4, 2002 TO APRIL 19, 2003 (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 APRIL 19, 2003 ------------------ ACCOUNTS RECEIVABLE RECONCILIATION: Total Accounts Receivable at the beginning of the reporting period $ 18,282 + Amounts billed during the period 1,236 - Amounts collected during the period 0 ------------------ Total Accounts Receivable at the end of the reporting period $ 19,518 ==================
AS OF APRIL 19, 2003 ------------------ ACCOUNTS RECEIVABLE AGING: 0 - 30 days old $ 1,236 31 - 60 days old 1,237 61 - 90 days old 1,234 91+ days old 15,811 ------------------ Total Accounts Receivable 19,518 Amounts considered uncollectible (Bad Debt) 0 ------------------ Accounts Receivable (Net) $ 19,518 ==================
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 APRIL 19, 2003 DEBTOR QUESTIONNAIRE 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 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, the quarterly report on Form 10-Q for the Company's fiscal quarter ended August 10, 2002, and reports subsequently filed by the Company with the SEC. 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. 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. 2 -----END PRIVACY-ENHANCED MESSAGE-----