-----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, MshCbrwHAvTF71IjbQVH1WkPPprvoX70/Ar4bfk3U70XvtFCX01SL88IPPphoEXx txsRnKrJO+OPoNrpJK1xxQ== 0000914384-05-000001.txt : 20050107 0000914384-05-000001.hdr.sgml : 20050107 20050107151743 ACCESSION NUMBER: 0000914384-05-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050104 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050107 DATE AS OF CHANGE: 20050107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAN RIVER INC /GA/ CENTRAL INDEX KEY: 0000914384 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 581854637 STATE OF INCORPORATION: GA FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13421 FILM NUMBER: 05518164 BUSINESS ADDRESS: STREET 1: 261 MEMORIAL DRIVE CITY: DANVILLE STATE: VA ZIP: 24543 BUSINESS PHONE: 4347997000 8-K 1 f8k10705.txt 1 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 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 4, 2005 DAN RIVER INC. (Exact name of registrant as specified in its charter) Commission file number 1-13421 GEORGIA 58-1854637 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2291 Memorial Drive 24541 Danville, Virginia (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (434) 799-7000 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): [ ] Written communications pursuant to Rule 425 under the Securities Act(17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- 2 Item 8.01. Other Events. On January 4, 2005, we filed our monthly operating report for November of fiscal 2004, which includes the period from November 7, 2004 to December 4, 2004, with the United States Bankruptcy Court for the Northern District of Georgia. The periodic financial information contained in the monthly operating report is attached as Exhibit 99.1. The monthly operating report is required to be filed in connection with our voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. Readers should not place undue reliance upon the financial information contained in our monthly operating reports. The information is unaudited and includes only the information, and in the format, which is prescribed by the applicable bankruptcy laws. The information in monthly operating reports may be for shorter periods or may otherwise be presented differently from the information contained in our annual and quarterly reports filed pursuant to the Securities Exchange Act of 1934. Item 9.01. Financial Statements and Exhibits. Exhibit No. Description of Exhibit 99.1 Monthly Operating Report for month of November 2004 3 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. DAN RIVER INC. (Registrant) Date: January 7, 2005 /s/ Harry L. Goodrich --------------------------------- Harry L. Goodrich Vice President 4 INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Monthly Operating Report for the month of November 2004 EX-99 2 e9911705.txt EXHIBIT 99.1 1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA NEWNAN DIVISION In re: ) Chapter 11 ) DAN RIVER INC. ) Case No. 04-10990 ) Debtor. ) Judge Drake - ----------------------------- ) DEBTOR'S MONTHLY FINANCIAL REPORTS (BUSINESS) FOR THE PERIOD FROM NOVEMBER 7, 2004 TO DECEMBER 4, 2004 -------------------------------------------------------- Comes now the above-named debtor and files its Periodic Financial Reports in accordance with the Guidelines established by the United States Trustee and FRBP 2015. /s/ Jonathan W. Jordan ---------------------- Attorney for Debtor Dated: Atlanta, GA January 3, 2005 Debtor's Address and Phone Number: KING & SPALDING LLP 2291 Memorial Drive James A. Pardo, Jr. Danville, VA 24541 Georgia Bar No. 561206 (434) 799-7000 Sara Robinson Borders Georgia Bar No. 610649 191 Peachtree Street Atlanta, GA 30303-1763 (404) 572-4600 ATTORNEYS FOR THE DEBTOR 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA NEWNAN DIVISION In re: ) Chapter 11 ) DAN RIVER INC. ) Case No. 04-10990 ) Debtor. ) Judge Drake - ------------------------------) DEBTOR'S MONTHLY FINANCIAL REPORTS (BUSINESS) FOR THE PERIOD FROM NOVEMBER 7, 2004 TO DECEMBER 4, 2004 NOTES TO THE MONTHLY OPERATING REPORT Total Cash Disbursements During The Reporting Period: $33,342,000 I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of my knowledge and belief. This 3rd day of January 2005. /s/ Barry F. Shea -------------------------- Barry F. Shea Executive Vice President- Chief Financial Officer 3 In re: DAN RIVER INC. Case No. 04-10990 CONDENSED BALANCE SHEET (UNAUDITED) December 4, 2004 (in thousands) Assets Current assets: Cash and cash equivalents $ 2,209 Accounts receivable (less allowances of $8,400) 57,596 Inventories 121,316 Assets held for sale 5,607 Prepaid expenses and other current assets 7,987 Deferred income taxes 5,162 --------- Total current assets 199,877 Property, plant and equipment 396,331 Less accumulated depreciation and amortization (251,247) --------- Net property, plant and equipment 145,084 Investment and advances to subsidiaries 8,586 Other assets 7,277 --------- $ 360,824 ========= 4 In re: DAN RIVER INC. Case No. 04-10990 CONDENSED BALANCE SHEET (UNAUDITED) December 4, 2004 (in thousands) Liabilities and Shareholders' Equity (Deficit) Current liabilities: Long-term debt currently due $ 97,008 Accounts payable 11,123 Due to subsidiaries 6,271 Accrued compensation and related benefits 18,802 Other accrued expenses 10,390 --------- Total current liabilities 143,594 Deferred income taxes 5,162 Other liabilities 21,534 --------- Total liabilities not subject to compromise 170,290 Liabilities subject to compromise 192,777 Shareholders' equity (deficit): Common stock 225 Additional paid-in capital 210,147 Accumulated deficit (201,237) Accumulated other comprehensive loss (11,198) Unearned compensation - restricted stock (180) --------- Total shareholders' equity (deficit) (2,243) --------- $ 360,824 ========= 5 In re: DAN RIVER INC. Case No. 04-10990 CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) For the Period November 7, 2004 to December 4, 2004 (in thousands) Net sales $ 31,131 Cost of sales 29,909 ----------- Gross profit 1,222 Selling, general and administrative expenses 3,701 ----------- Operating loss (2,479) Other income, net 45 Interest expense (909) Equity in loss of subsidiaries (102) ----------- Loss before reorganization items (3,445) Reorganization items (A) (1,392) ----------- Net loss $ (4,837) =========== (A) Reorganization items includes $1,197,000 for professional fees relating to bankruptcy matters and $195,000 for expense related to the key employee retention program. 6 In re: DAN RIVER INC. Case No. 04-10990 CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) For the Period November 7, 2004 to December 4, 2004 (in thousands) Cash flows from operating activities: Net loss $ (4,837) Adjustments to reconcile net loss to net cash provided by Operating activities: Noncash interest expense 289 Depreciation and amortization of property, plant and equipment 1,951 Other noncash charges 13 Equity in loss of subsidiaries 102 Changes in operating assets and liabilities: Accounts receivable (1,337) Inventories 4,168 Prepaid expenses and other assets 270 Accounts payable and accrued expenses (469) Other liabilities (20) -------- Net cash provided by operating activities 130 -------- Cash flows from investing activities: Capital expenditures 50 -------- Net cash used by investing activities 50 -------- Cash flows from financing activities: DIP revolving credit facility - borrowings 33,405 DIP revolving credit facility - payments (34,439) -------- Net cash used by financing activities (1,034) -------- Net decrease in cash and cash equivalents (954) Cash and cash equivalents at beginning of period 3,163 -------- Cash and cash equivalents at end of period $ 2,209 ======== 7 In re: DAN RIVER INC. Case No. 04-10990 MONTHLY ACCOUNTS RECEIVABLE RECONCILIATION AND AGING (in thousands) Accounts Receivable at Petition Date: $55,992 Net accounts Receivable at the Beginning of the Reporting Period $ 56,258 PLUS: Current Month Sales, Net 31,131 LESS: Collections During the Month from Customers (31,262) Other, Net 1,469 Net Accounts Receivable at the End of the Reporting Period $ 57,596 Accounts Receivable Aging Amount - ------------------------- ------ Current $ 55,203 <30 Days Past Due 8,947 31 - 60 Days Past Due 1,264 60 -90 Days Past Due 69 > 90 Days Past Due 513 Total Accounts Receivable 65,996 Less: Reserves and Allowances (8,400) Accounts Receivable (Net) $ 57,596 8 In re: DAN RIVER INC. Case No. 04-10990 MONTHLY ACCOUNTS PAYABLE AND SECURED PAYMENTS REPORT (in thousands) Post-Petition Accounts Payable consists of the following: Accounts Payable Aging (Post Petition Only) Amount - ------------------------------------------- ------ 0-30 Days $ 9,575 31 - 60 Days 136 61 - 90 Days - Over 90 Days - Other - Primarily Accruals for Goods & Services Received But Not Yet Invoiced 1,412 Total Accounts Payable $ 11,123 SECURED CREDITORS: The Debtor made no payments to secured creditors except as otherwise permitted pursuant to Final Order, dated May 28, 2004, Authorizing Secured Post-Petition Financing on a Super Priority Basis. 9 In re: DAN RIVER INC. Case No. 04-10990 INVENTORY AND FIXED ASSETS REPORT INVENTORY REPORT (in thousands) Inventory Balance at the Petition Date: $141,758 Inventory Reconciliation Amount Inventory Balance at Beginning of Period $ 125,484 PLUS: Purchases and Other Costs Added During Period 25,741 LESS: Inventory Used/Sold (29,909) Inventory on Hand at End of Period $ 121,316 Method of Costing Inventory: first-in, first-out FIXED ASSET REPORT (in thousands) Fixed Assets Fair Market Value at petition Date: unknown Fixed Asset Reconciliation Amount Fixed Asset BV at Beginning of Period $ 146,977 LESS: Depreciation Expense (1,951) PLUS: Additions 58 Sales, Retirements - Fixed Assets BV at End of Period $ 145,084 Brief Description of Fixed Assets Purchased/Disposed of During Period Additions were generally for routine replacement items. Pursuant to the "Order Establishing Procedures for Liquidating Non-Essential Assets Free and Clear of Liens, Claims, Encumbrances and Other Interests Through Either Auction or Private Sale" (entered May 28, 2004), the Debtor is permitted to sell assets that are valued at less than $250,000 individually in transactions not valued at more than $1,000,000. During the period, no proceeds were received pursuant to this order. 10 In re: DAN RIVER INC. Case No. 04-10990 MONTHLY TAX REPORT TAXES PAID DURING THE MONTH *Pursuant to the Order Authorizing the Debtors to (A) Maintain Existing Bank Accounts and cash Management System, (B) Continue Use of Existing Business Forms, and (C) Continue Use of Existing Investment Guidelines, the Debtor has not opened new cash accounts for tax payments. Name of Taxing Authority Description Amount CA Dept. of Employ. Development SWH $ 390 FL Dept. of Revenue Sales & Use 119 GA Dept. of Revenue Sales & Use 5,336 GA Dept. of Revenue SWH 24,327 IL Dept. of Revenue SWH 1,923 IRS FICA & FWH 2,305,781 NC Dept. of Revenue SWH 61,836 NC Dept. of Revenue Sales & Use 701 NJ Division of Revenue SWH 1,750 NYS Employment Taxes SWH 29,229 OR Dept. of Revenue SWH 266 Receiver General Canada GST Return 36,794 SC Dept. of Revenue SWH 693 SC Dept. of Revenue Sales & Use 164 TN Dept. of Revenue Sales & Use 1,195 VA Dept. of Taxation SWH 287,659 VA Dept. of Taxation Sales Tax 2,010 VA Dept. of Taxation Use Tax 16,650 Total Taxes Paid $ 2,776,823 11 In re: DAN RIVER INC. Case No. 04-10990 TAXES OWED AND DUE Name of Taxing Authority Date Description Amount Payment Due CA State Board of 7/31/2005 Sales Tax $ 28 Equalization AR Dept. of Finance 12/15/2004 SWH 341 FL Dept. of Revenue 12/20/2004 Sales Tax 114 GA Dept. of Revenue 12/20/2004 Sales & Use Tax 3,350 GA Dept. of Revenue 12/8/2004 SWH 1,798 IRS 12/8/2004 FICA & FWH 250 MS Bureau of Revenue 12/15/2004 SWH 526 NC Dept. of Revenue 12/20/2004 Sales & Use Tax 318 NC Dept. of Revenue 12/8/2004 SWH 8,698 NY State Sales Tax 3/20/2005 Sales & Use Tax 323 NYC Dept. of Finance 12/20/2004 Rent Tax 20,334 PA Dept. of Revenue 1/31/2005 SWH 341 Receiver General 12/31/2004 Canada GST Return 43,375 SC Dept. of Revenue 12/20/2004 Sales & Use Tax 11 SC Dept. of Revenue 12/15/2004 SWH 733 TN Dept. of Revenue 12/20/2004 Sales Tax 8 VA Dept. of Taxation 12/20/2004 Sales Tax 1,978 VA Dept. of Taxation 12/7/2004 SWH 46,578 VA Dept. of Taxation 12/20/2004 Use Tax 13,518 Total Taxes Unpaid $142,622 12 In re: DAN RIVER INC. Case No. 04-10990 CONFIRMATION OF INSURANCE List all policies of insurance in effect, including but not limited to workers' compensation liability, fire, theft, comprehensive, vehicle, health and life. Type of Coverage Expiration Property & Business Interruption 6/30/05 Boiler & Machinery 6/30/05 Commercial General Liability 6/1/05 General Liability - Brookneal Dam 6/1/05 Automobile -All states except TX, Canada 6/1/05 Automobile - Texas 6/1/05 International Package 6/1/05 Advertising Liability 6/1/05 Umbrella - Excess 6/1/05 Motor Truck Cargo & Marine Cargo 6/30/05 Canadian General Liability Policy 6/1/05 Directors & Officers 11/20/05 Crime 11/20/05 Fiduciary Liability 11/20/05 Special Risk 11/20/05 Workers Comp Excess for VA & GA 10/1/05 Workers Comp - AR, CA, FL, IL, MS, NJ, , 10/1/05 NC, OR, TX Workers Comp. NY 10/1/05 Health 1/1/05 Life Insurance 12/31/06 Long Term Disability 1/1/05 Basic Accident 12/31/06 Business Travel Accident 1/1/05 Short Term Disability-NY 1/1/05 13 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA NEWNAN DIVISION In re: ) Chapter 11 ) THE BIBB COMPANY LLC ) Case No. 04-10992 ) Debtor. ) Judge Drake - ------------------------------) DEBTOR'S MONTHLY FINANCIAL REPORTS (BUSINESS) FOR THE PERIOD FROM NOVEMBER 7, 2004 TO DECEMBER 4, 2004 -------------------------------------------------------- Comes now the above-named debtor and files its Periodic Financial Reports in accordance with the Guidelines established by the United States Trustee and FRBP 2015. /s/ Jonathan W. Jordan -------------------------- Attorney for Debtor Dated: Atlanta, GA January 3, 2005 Debtor's Address and Phone Number: KING & SPALDING LLP 2291 Memorial Drive James A. Pardo, Jr. Danville, VA 24541 Georgia Bar No. 561206 (434) 799-7000 Sara Robinson Borders Georgia Bar No. 610649 191 Peachtree Street Atlanta, GA 30303-1763 (404) 572-4600 ATTORNEYS FOR THE DEBTOR 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA NEWNAN DIVISION In re: ) Chapter 11 ) THE BIBB COMPANY LLC ) Case No. 04-10992 ) Debtor. ) Judge Drake - ------------------------------) DEBTOR'S MONTHLY FINANCIAL REPORTS (BUSINESS) FOR THE PERIOD FROM NOVEMBER 7, 2004 TO DECEMBER 4, 2004 -------------------------------------------------------- NOTES TO THE MONTHLY OPERATING REPORT Total Cash Disbursements During The Reporting Period: $0 The Debtor's only assets consist of idle real estate held for sale, with no book value. There was no activity during the reporting period. I declare under penalty of perjury that this statement is true and correct to the best of my knowledge and belief. This 3rd day of January 2005. /s/ Barry F. Shea -------------------------- Barry F. Shea Executive Vice President- Chief Financial Officer 15 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA NEWNAN DIVISION In re: ) Chapter 11 ) DAN RIVER FACTORY STORES, INC. ) Case No. 04-10993 ) Debtor. ) Judge Drake - --------------------------------) DEBTOR'S MONTHLY FINANCIAL REPORTS (BUSINESS) FOR THE PERIOD FROM NOVEMBER 7, 2004 TO DECEMBER 4, 2004 --------------------------------------------------------- Comes now the above-named debtor and files its Periodic Financial Reports in accordance with the Guidelines established by the United States Trustee and FRBP 2015. /s/ Jonathan W. Jordan ------------------------ Attorney for Debtor Dated: Atlanta, GA January 3, 2005 Debtor's Address and Phone Number: KING & SPALDING LLP 2291 Memorial Drive James A. Pardo, Jr. Danville, VA 24541 Georgia Bar No. 561206 (434) 799-7000 Sara Robinson Borders Georgia Bar No. 610649 191 Peachtree Street Atlanta, GA 30303-1763 (404) 572-4600 ATTORNEYS FOR THE DEBTOR 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA NEWNAN DIVISION In re: ) Chapter 11 ) DAN RIVER FACTORY STORES, INC. ) Case No. 04-10993 ) Debtor. ) Judge Drake - --------------------------------) DEBTOR'S MONTHLY FINANCIAL REPORTS (BUSINESS) FOR THE PERIOD FROM NOVEMBER 7, 2004 TO DECEMBER 4, 2004 -------------------------------------------------------- NOTES TO THE MONTHLY OPERATING REPORT Total Cash Disbursements During The Reporting Period: $64,000 The above amount is provided for the purpose of calculating the US Trustee fee. This amount consists of the total of the Debtor's cost of goods sold, selling, general and administrative expenses, and capital expenditures for the reporting period ended December 4, 2004. As previously disclosed in the Dan River Factory Stores, Inc. Statement of Financial Affairs, the Debtor owns no assets and does not maintain a bank account. All disbursements for the Debtor's business are made by the Debtor's parent, Dan River Inc. For additional information on the nature of the Debtor's operations and assets and liabilities, please refer to the Debtor's previously filed Statement of Financial Affairs. I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of my knowledge and belief. This 3rd day of January 2005. /s/ Barry F. Shea -------------------------- Barry F. Shea Executive Vice President- Chief Financial Officer 17 In re: DAN RIVER FACTORY STORES, INC. Case No. 04-10993 CONDENSED BALANCE SHEET (UNAUDITED) December 4, 2004 (in thousands) Assets Due from parent $ 2,280 ======== Liabilities and Shareholder's Equity Liabilities $ - Common Stock - Paid-in capital 1,739 Retained earnings 541 -------- $ 2,280 ======== CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) For the Period November 7, 2004 to December 4, 2004 (in thousands) Net sales $ 64 Cost of sales 40 --------- Gross profit 24 Selling, general and administrative expenses 24 --------- Net income $ - ========= 18 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA NEWNAN DIVISION In re: ) Chapter 11 ) DAN RIVER INTERNATIONAL LTD. ) Case No. 04-10991 ) Debtor. ) Judge Drake - ------------------------------) DEBTOR'S MONTHLY FINANCIAL REPORTS (BUSINESS) FOR THE PERIOD FROM NOVEMBER 7, 2004 TO DECEMBER 4, 2004 -------------------------------------------------------- Comes now the above-named debtor and files its Periodic Financial Reports in accordance with the Guidelines established by the United States Trustee and FRBP 2015. /s/ Jonathan W. Jordan ------------------------- Attorney for Debtor Dated: Atlanta, GA January 3, 2005 Debtor's Address and Phone Number: KING & SPALDING LLP 2291 Memorial Drive James A. Pardo, Jr. Danville, VA 24541 Georgia Bar No. 561206 (434) 799-7000 Sara Robinson Borders Georgia Bar No. 610649 191 Peachtree Street Atlanta, GA 30303-1763 (404) 572-4600 ATTORNEYS FOR THE DEBTOR 19 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA NEWNAN DIVISION In re: ) Chapter 11 ) DAN RIVER INTERNATIONAL LTD. ) Case No. 04-10991 ) Debtor. ) Judge Drake - ------------------------------) DEBTOR'S MONTHLY FINANCIAL REPORTS (BUSINESS) FOR THE PERIOD FROM NOVEMBER 7, 2004 TO DECEMBER 4, 2004 -------------------------------------------------------- NOTES TO THE MONTHLY OPERATING REPORT Total Cash Disbursements During The Reporting Period: $30,000 The above amount is provided for the purpose of calculating the US Trustee fee. This amount consists of certain transfers to non- Debtor Affiliates made pursuant to the Order Authorizing the Debtor to (A) Maintain Existing Bank Accounts and Cash Management System, (B) Continue Use of Existing Business Forms, and (C) Continue Use of Existing Investment Guidelines. All such disbursements were made on behalf of Dan River International Ltd. by Dan River Inc. The Debtor has no operations and its sole asset is its investment in foreign (non-debtor) subsidiaries. For additional information, please refer to the Debtor's previously filed Statement of Financial Affairs. I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of my knowledge and belief. This 3rd day of January 2005. /s/ Barry F. Shea ---------------------- Barry F. Shea Executive Vice President- Chief Financial Officer 20 In re: DAN RIVER INTERNATIONAL LTD. Case No. 04-10991 CONDENSED BALANCE SHEET (UNAUDITED) December 4, 2004 (in thousands) Assets Investment in subsidiaries $ 6,262 ========== Liabilities and Shareholder's Equity Liabilities: Due to parent $ 19,857 Shareholder's equity: Capital stock - Accumulated deficit (13,595) --------- $ 6,262 ========= -----END PRIVACY-ENHANCED MESSAGE-----