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) FEBRUARY 11, 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
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 977-2500
---------------
Registrant's former name
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Nutritional Sourcing Corporation (the "Company") filed its monthly operating
report for the period extending from December 1, 2002 through December 28,
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 December 1, 2002 to
December 28, 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
February 11, 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 DECEMBER 1, 2002 TO DECEMBER 28, 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 16, 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 DECEMBER 1, 2002 TO DECEMBER 28, 2002
I. Nutritional Sourcing Corporation (Parent Only)
Unaudited Special-Purpose Financial Statements
A. Special-Purpose Statement of Operations for the period
December 1, 2002 to December 28, 2002
B. Special-Purpose Balance Sheet as of December 28, 2002
and September 4, 2002
C. Cash Receipts and Disbursements for the period September 4, 2002 to
December 28, 2002
D. Schedule of Professional Fees and Expenses for the period
September 4, 2002 to December 28, 2002
E. Summary of Post Petition Taxes for the period September 4, 2002
to December 28, 2002
F. Accounts Receivable Reconciliation and Aging as of December 28, 2002
II. Debtor Questionnaire
NUTRITIONAL SOURCING CORPORATION
SPECIAL-PURPOSE STATEMENT OF OPERATIONS
(Unaudited)
- -----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
CUMULATIVE FILING
PERIOD TO DATE
----------------- -----------------
DECEMBER 1, 2002 SEPTEMBER 4, 2002
TO TO
DECEMBER 28, 2002 DECEMBER 28, 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 1,316 5,260
Interest expense: amortization of original
issue discount (36) (145)
----------------- -----------------
Net interest income 1,280 5,115
----------------- -----------------
NET INCOME (LOSS) BEFORE REORGANIZATION ITEMS AND TAXES 1,280 5,115
Reorganization items 0 995
----------------- -----------------
NET INCOME (LOSS) BEFORE TAXES 1,280 4,120
Income Tax expense 0 174
----------------- -----------------
NET INCOME (LOSS) BEFORE EARNINGS OF SUBSIDIARIES 1,280 3,946
Equity in earnings (loss) of subsidiaries (546) (4,525)
----------------- -----------------
NET INCOME (LOSS) $ 734 $ (579)
================= =================
NUTRITIONAL SOURCING CORPORATION
SPECIAL-PURPOSE BALANCE SHEET
(Unaudited)
- -----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
AS OF
------------------------------
DECEMBER 28, SEPTEMBER 4,
2002 2002
-------------- --------------
ASSETS
CURRENT ASSETS
Cash & cash equivalents $ 0 $ 0
Accounts receivable 14,581 9,662
Notes receivable, net of Unamortized Premium of
$699 and $1,040 as of December 28, 2002
and September 4, 2002, respectively 161,584 161,243
Prepaid expenses 1,038 1,660
-------------- --------------
TOTAL CURRENT ASSETS 177,203 172,565
Bond issue costs ? 1993 issue 280 426
Deferred tax asset ? original issue discount 1,579 1,209
Equity in subsidiaries 55,292 59,817
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TOTAL ASSETS $ 234,354 $ 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
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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) (55,474) (54,894)
-------------- --------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 234,354 $ 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)
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(DOLLARS IN THOUSANDS)
PERIOD CUMULATIVE FILING TO DATE
------------------------------ -----------------------------
FROM DECEMBER 1, 2002 FROM SEPTEMBER 4, 2002
TO DECEMBER 28, 2002 TO DECEMBER 28, 2002
------------------------------ -----------------------------
ACTUAL PROJECTED ACTUAL PROJECTED
------------- ------------- ------------ -------------
Cash Receipts:
Loans and advances $ 0 $ 769 $ 300 $ 3,858
------------- ------------- ------------ -------------
CASH INFLOWS 0 769 300 3,858
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Cash Disbursements:
Professional fees (1) 0 765 300 3,840
U.S. Trustee fees 0 4 0 18
------------- ------------- ------------ -------------
CASH OUTFLOWS 0 769 300 3,858
------------- ------------- ------------ -------------
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)
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FOR THE PERIOD SEPTEMBER 4, 2002 TO DECEMBER 28, 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 DECEMBER 28, 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
DECEMBER 28, 2002
------------------
ACCOUNTS RECEIVABLE RECONCILIATION:
Total Accounts Receivable at the beginning of the reporting period $ 13,351
+ Amounts billed during the period 1,230
- Amounts collected during the period 0
------------------
Total Accounts Receivable at the end of the reporting period $ 14,581
==================
AS OF
DECEMBER 28, 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 10,891
------------------
Total Accounts Receivable 14,581
Amounts considered uncollectible (Bad Debt) 0
------------------
Accounts Receivable (Net) $ 14,581
==================
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 DECEMBER 28, 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
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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 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 ended August 10, 2002. 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.