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) MAY 22, 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 3. BANKRUPTCY OR RECEIVERSHIP
At a hearing on April 30, 2003, the United States Bankruptcy Court for
the District of District of Delaware (the "Court") (Case NO. 02-12550 PJW)
confirmed the Reorganization Plan of Nutritional Sourcing Corporation (the
"Company"), dated as of February 28, 2003, as modified (the "Plan"). A copy
of the Findings of Fact, Conclusions of Law and Order Confirming
Reorganization Plan of Nutritional Sourcing Corporation, dated and docketed
by the Court on April 30, 2003 (the "Confirmation Order") can be found,
downloaded and printed from the Bankruptcy Court's website found at
http//www.deb.uscourts.gov. The Confirmation Order became a final order on
May 12, 2003.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
The Company filed its monthly operating report for the period extending
from February 23, 2003 through March 22, 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
February 23, 2003 to March 22, 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
May 22, 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
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In re: Case No.: 02-12550 (PJW)
Nutritional Sourcing Corporation
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MONTHLY OPERATING REPORT FOR THE
PERIOD FEBRUARY 23, 2003 TO MARCH 22, 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: April 25, 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 FEBRUARY 23, 2003 TO MARCH 22, 2003
I. Nutritional Sourcing Corporation (Parent Only)
Unaudited Special-Purpose Financial Statements
A. Special-Purpose Statement of Operations for the period
February 23, 2003 to March 22, 2003
B. Special-Purpose Balance Sheet as of March 22, 2003 and September 4, 2002
C. Cash Receipts and Disbursements for the period September 4, 2002 to
March 22, 2003
D. Schedule of Professional Fees and Expenses for the period
September 4, 2002 to March 22, 2003
E. Summary of Post Petition Taxes for the period September 4, 2002
to March 22, 2003
F. Accounts Receivable Reconciliation and Aging as of March 22, 2003
G. Bank reconciliations (the companies copies are attached) and copies of
Bank statements.*
II. Debtor Questionnaire
__________________________________________________________________________
* Omitted from Form 8-K.
NUTRITIONAL SOURCING CORPORATION
SPECIAL-PURPOSE STATEMENT OF OPERATIONS
(Unaudited)
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(DOLLARS IN THOUSANDS)
CUMULATIVE FILING
PERIOD TO DATE
----------------- -----------------
FEBRUARY 23, 2003 SEPTEMBER 4, 2002
TO TO
MARCH 22, 2003 MARCH 22, 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 1,326 9,226
Interest expense: amortization of original
issue discount (36) (255)
----------------- -----------------
Net interest income 1,290 8,971
----------------- -----------------
NET INCOME (LOSS) BEFORE REORGANIZATION ITEMS AND TAXES 1,290 8,971
Reorganization items 0 2,672
----------------- -----------------
NET INCOME (LOSS) BEFORE TAXES 1,290 6,299
Income Tax expense 0 174
----------------- -----------------
NET INCOME (LOSS) BEFORE EARNINGS OF SUBSIDIARIES 1,290 6,125
Equity in earnings (loss) of subsidiaries (1,656) (7,804)
----------------- -----------------
NET INCOME (LOSS) $ (366) $ (1,679)
================= =================
NUTRITIONAL SOURCING CORPORATION
SPECIAL-PURPOSE BALANCE SHEET
(Unaudited)
- -----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
AS OF
------------------------------
MARCH 22, SEPTEMBER 4,
2003 2002
-------------- --------------
ASSETS
CURRENT ASSETS
Cash & cash equivalents $ 291 $ 0
Accounts receivable 18,282 9,662
Notes receivable, net of Unamortized Premium of
$433 and $1,040 as of March 22, 2003
and September 4, 2002, respectively 161,850 161,243
Prepaid expenses 375 1,660
-------------- --------------
TOTAL CURRENT ASSETS 180,798 172,565
Bond issue costs ? 1993 issue 170 426
Deferred tax asset ? original issue discount 1,579 1,209
Equity in subsidiaries 52,015 59,817
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TOTAL ASSETS $ 234,562 $ 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 587 0
Deferred income taxes payable 544 0
Intercompany payable 1,093 11,203
-------------- --------------
TOTAL CURRENT LIABILITIES 2,224 197,411
Other liabilities 0 0
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TOTAL LIABILITIES NOT SUBJECT TO COMPROMISE 2,224 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) (56,573) (54,894)
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 234,562 $ 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)
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(DOLLARS IN THOUSANDS)
PERIOD CUMULATIVE FILING TO DATE
------------------------------ -----------------------------
FROM FEBRUARY 23, 2003 FROM SEPTEMBER 4, 2002
TO MARCH 22, 2003 TO MARCH 22, 2003
------------------------------ -----------------------------
ACTUAL PROJECTED ACTUAL PROJECTED
------------- ------------- ------------ -------------
Cash Receipts:
Loans and advances (1) $ 0 $ 0 $ 1,020 $ 3,858
------------- ------------- ------------ -------------
CASH INFLOWS 0 0 1,020 3,858
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Cash Disbursements:
Professional fees 204 0 725 3,840
U.S. Trustee fees 4 0 4 18
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CASH OUTFLOWS 208 0 729 3,858
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NET CASH INFLOWS (OUTFLOWS) $ (208) $ 0 $ 291 $ 0
============= ============= ============ =============
(1) All loans and advances were made to NSC by its operating subsidiaries.
NUTRITIONAL SOURCING CORPORATION
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
(Unaudited)
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FOR THE PERIOD SEPTEMBER 4, 2002 TO MARCH 22, 2003
-------------------------------------------------------------
BILLED
NAME AMOUNT PAID UNPAID TOTAL
- ---- ------------- ------------- ------------- -------------
Alvarez & Marsal $ 82,091 $ 82,091 $ 0 $ 82,091
Ashby & Geddes 17,713 0 17,713 17,713
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 82,799 0 82,799 82,799
Jeffries & Company 755,291 547,172 208,118 755,291
Milbank, Tweed, Hadley & McCloy 60,000 0 60,000 60,000
Stroock & Stroock & Lavan LLP 199,463 0 199,463 199,463
Other 9,514 5,647 3,867 9,514
------------- ------------- ------------- -------------
TOTAL $ 1,315,341 $ 728,459 $ 586,882 $ 1,315,341
============= ============= ============= =============
NUTRITIONAL SOURCING CORPORATION
SUMMARY OF POSTPETITION TAXES FROM THE PERIOD SEPTEMBER 4, 2002
TO MARCH 22, 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
MARCH 22, 2003
------------------
ACCOUNTS RECEIVABLE RECONCILIATION:
Total Accounts Receivable at the beginning of the reporting period $ 17,045
+ Amounts billed during the period 1,237
- Amounts collected during the period 0
------------------
Total Accounts Receivable at the end of the reporting period $ 18,282
==================
AS OF
MARCH 22, 2003
------------------
ACCOUNTS RECEIVABLE AGING:
0 - 30 days old $ 1,237
31 - 60 days old 1,234
61 - 90 days old 1,230
91+ days old 14,581
------------------
Total Accounts Receivable 18,282
Amounts considered uncollectible (Bad Debt) 0
------------------
Accounts Receivable (Net) $ 18,282
==================
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 MARCH 22, 2003
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 ability of the Company to consummate a plan of reorganization with
respect to its Chapter 11 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, 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.
Similarly, these and other factors, including the ability to consummate the
reorganization plan confirmed by the Court, can affect the value of the
Company's various pre- petition liabilities, common stock and/or other equity
securities. The plan of reorganization confirmed by the Court 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.
13