x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 28, 2002 |
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
|
| DELAWARE |
75-2147728 | |
| (State of Incorporation) |
(IRS Employer Identification No.) | |
| One Lake Circle Drive, Kannapolis, North Carolina |
28081 | |
| (Address of Principal Executive Offices) |
(Zip Code) |
| Class |
Outstanding at November 1, 2002 |
|
| Common Stock, $0.01 par value |
19,095,215 |
| Page No. | ||||
| Part IFinancial Information |
||||
| Item 1. |
Unaudited Consolidated Financial Statements: |
|||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| 8 | ||||
| Item 2. |
28 | |||
| Item 3. |
38 | |||
| Item 4. |
38 | |||
| Part IIOther Information |
||||
| Item 6. |
39 | |||
| 40 | ||||
| 41 | ||||
| Successor |
Predecessor |
|||||||||
| September 28, 2002 |
September 29, 2001
|
December 29, 2001
|
||||||||
| ASSETS |
||||||||||
| Current assets: |
||||||||||
| Cash and cash equivalents (including restricted cash of $1,764 as of September 28, 2002 and $3,861 as
of December 29, 2001) |
$ |
6,547 |
|
23,414 |
|
40,388 |
| |||
| Receivables: |
||||||||||
| Trade, less allowances of $9,665 as of September 28, 2002, $14,770 as of September 29, 2001 and $9,276 as of
December 29, 2001 |
|
161,561 |
|
183,332 |
|
144,727 |
| |||
| Other |
|
2,852 |
|
6,193 |
|
4,478 |
| |||
| Inventories |
|
212,452 |
|
205,198 |
|
200,578 |
| |||
| Assets held for sale |
|
18,508 |
|
6,889 |
|
6,075 |
| |||
| Prepaid expenses |
|
5,694 |
|
5,774 |
|
3,604 |
| |||
| Net assets of discontinued operations |
|
|
|
9,406 |
|
1,358 |
| |||
| |
|
|
|
|
|
| ||||
| Total current assets |
|
407,614 |
|
440,206 |
|
401,208 |
| |||
| Property, plant and equipment, less accumulated depreciation of $4,564 as of September 28, 2002, $170,273 as of
September 29, 2001 and $172,938 as of December 29, 2001 |
|
169,456 |
|
474,469 |
|
453,440 |
| |||
| Intangible assets, at cost less accumulated amortization of $484 as of September 28, 2002, $37,521 as of September 29,
2001 and $40,899 as of December 29, 2001 |
|
48,548 |
|
224,619 |
|
221,729 |
| |||
| Other assets |
|
3,677 |
|
33,678 |
|
11,250 |
| |||
| |
|
|
|
|
|
| ||||
| Total assets |
$ |
629,295 |
|
1,172,972 |
|
1,087,627 |
| |||
| |
|
|
|
|
|
| ||||
| LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |
||||||||||
| Liabilities not subject to compromise: |
||||||||||
| Current liabilities: |
||||||||||
| Checks not yet presented for payment |
$ |
9,829 |
|
9,250 |
|
285 |
| |||
| Accounts payable |
|
45,741 |
|
37,888 |
|
34,834 |
| |||
| Accrued expenses |
|
88,940 |
|
63,321 |
|
59,837 |
| |||
| Current portion of long-term debt |
|
6,253 |
|
322 |
|
356 |
| |||
| Current portion of long-term debt in default |
|
|
|
667,447 |
|
660,893 |
| |||
| Long-term debt in default |
|
|
|
12,429 |
|
10,920 |
| |||
| |
|
|
|
|
|
| ||||
| Total current liabilities |
|
150,763 |
|
790,657 |
|
767,125 |
| |||
| Long-term debt, less current portion |
|
230,253 |
|
658 |
|
645 |
| |||
| Noncurrent liabilities |
|
64,422 |
|
38,595 |
|
48,950 |
| |||
| |
|
|
|
|
|
| ||||
| Total liabilities not subject to compromise |
|
445,438 |
|
829,910 |
|
816,720 |
| |||
| Liabilities subject to compromise |
|
|
|
496,465 |
|
500,840 |
| |||
| |
|
|
|
|
|
| ||||
| Total liabilities |
|
445,438 |
|
1,326,375 |
|
1,317,560 |
| |||
| Predecessor Series A redeemable convertible preferred stock, $0.01 par value; 81,411 shares issued and outstanding for
September 29, 2001 and December 29, 2001 |
|
|
|
94,827 |
|
99,185 |
| |||
| Stockholders equity (deficit): |
||||||||||
| Successor preferred stock, $0.01 par value; authorized 10,000,000 shares |
|
|
|
|
|
|
| |||
| Predecessor preferred stock, $0.01 par value; authorized 20,000,000 shares; only Series A issued |
|
|
|
|
|
|
| |||
| Successor common stock, $0.01 par value; authorized 50,000,000 shares; 19,095,215 shares issued and
outstanding |
|
191 |
|
|
|
|
| |||
| Predecessor common stock, $0.01 par value; authorized 55,000,000 shares; 14,250,892 shares issued and outstanding as of
September 29, 2001 and December 29, 2001 |
|
|
|
143 |
|
143 |
| |||
| Additional paid-in capital |
|
195,118 |
|
160,120 |
|
160,120 |
| |||
| Accumulated deficit |
|
(10,289 |
) |
(406,659 |
) |
(461,186 |
) | |||
| Deferred compensation |
|
(1,188 |
) |
|
|
|
| |||
| Accumulated other comprehensive income (loss) |
|
25 |
|
(1,834 |
) |
(28,195 |
) | |||
| |
|
|
|
|
|
| ||||
| Total stockholders equity (deficit) |
|
183,857 |
|
(248,230 |
) |
(329,118 |
) | |||
| Commitments and contingencies |
||||||||||
| |
|
|
|
|
|
| ||||
| Total liabilities and stockholders equity (deficit) |
$ |
629,295 |
|
1,172,972 |
|
1,087,627 |
| |||
| |
|
|
|
|
|
| ||||
| Successor |
Predecessor |
||||||
| Three Months Ended September 28, 2002 |
Three Months Ended September 29, 2001 |
||||||
| Net sales |
$ |
242,528 |
|
266,316 |
| ||
| Cost of goods sold |
|
223,850 |
|
258,962 |
| ||
| |
|
|
|
| |||
| Gross profit |
|
18,678 |
|
7,354 |
| ||
| Selling, general, and administrative expenses |
|
22,645 |
|
16,244 |
| ||
| Impairment of long-lived assets |
|
|
|
3,085 |
| ||
| Restructuring charges |
|
365 |
|
26 |
| ||
| |
|
|
|
| |||
| Loss from operations |
|
(4,332 |
) |
(12,001 |
) | ||
| Interest expense (contractual interest of $23,509 in 2001) |
|
4,948 |
|
14,942 |
| ||
| |
|
|
|
| |||
| Loss from continuing operations before reorganization items and income taxes |
|
(9,280 |
) |
(26,943 |
) | ||
| Reorganization items: |
|||||||
| Gain on cancellation of pre-petition liabilities |
|
|
|
|
| ||
| Fresh start adjustments |
|
|
|
|
| ||
| Other |
|
|
|
4,590 |
| ||
| |
|
|
|
| |||
| Total reorganization items |
|
|
|
4,590 |
| ||
| |
|
|
|
| |||
| Loss from continuing operations before income taxes |
|
(9,280 |
) |
(31,533 |
) | ||
| Income tax benefit |
|
|
|
|
| ||
| |
|
|
|
| |||
| Net loss from continuing operations |
|
(9,280 |
) |
(31,533 |
) | ||
| Discontinued operations: |
|||||||
| Loss from operations |
|
|
|
(8,899 |
) | ||
| Loss on disposal |
|
|
|
(3,256 |
) | ||
| |
|
|
|
| |||
| Loss from discontinued operations |
|
|
|
(12,155 |
) | ||
| |
|
|
|
| |||
| Net loss |
|
(9,280 |
) |
(43,688 |
) | ||
| Preferred dividends and accretion |
|
|
|
4,604 |
| ||
| |
|
|
|
| |||
| Loss applicable to common stockholders |
$ |
(9,280 |
) |
(48,292 |
) | ||
| |
|
|
|
| |||
| Basic and diluted loss per common share |
|||||||
| Loss applicable to common stockholders |
$ |
(0.49 |
) |
||||
| |
|
|
|||||
| Weighted average common shares outstanding |
|||||||
| Basic and diluted |
|
19,026 |
|
||||
| |
|
|
|||||
| Successor |
Predecessor |
|||||||||
| Four Months Ended September 28, 2002 |
Five Months Ended June
1, 2002 |
Nine Months Ended September 29, 2001 |
||||||||
| Net sales |
$ |
313,819 |
|
380,050 |
|
772,541 |
| |||
| Cost of goods sold |
|
289,141 |
|
371,941 |
|
769,033 |
| |||
| |
|
|
|
|
|
| ||||
| Gross profit |
|
24,678 |
|
8,109 |
|
3,508 |
| |||