SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 33-61534
Levitz Furniture Corporation
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(Exact name of registrant as specified in its charter)
Florida 23-1657490
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7887 North Federal Highway, Boca Raton, FL 33487-1613
------------------------------------------ ----------
(Address of Principal Executive Offices) (Zip Code)
(561) 994-6006
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
On October 31, 2000, there were 1,000 shares of Common Stock, par value $0.40
outstanding.
<PAGE>
THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WITH RESPECT
TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF THE COMPANY,
INCLUDING STATEMENTS UNDER THE CAPTION "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS". THESE FORWARD LOOKING STATEMENTS
INVOLVE CERTAIN RISKS AND UNCERTAINTIES. NO ASSURANCE CAN BE GIVEN THAT ANY OF
SUCH MATTERS WILL BE REALIZED. FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE,
AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1) BANKRUPTCY COURT ACTIONS OR
PROCEEDINGS RELATED TO THE BANKRUPTCY OF LEVITZ AND ITS SUBSIDIARIES; (2)
COMPETITIVE PRESSURE IN LEVITZ'S INDUSTRY; (3) GENERAL ECONOMIC CONDITIONS; (4)
CHANGES IN THE FINANCIAL MARKETS AFFECTING LEVITZ'S FINANCIAL STRUCTURE AND
LEVITZ'S COST OF CAPITAL AND BORROWED MONEY; (5) INVENTORY RISKS DUE TO CHANGES
IN MARKET DEMAND OR LEVITZ'S BUSINESS STRATEGIES; (6) CHANGES IN EFFECTIVE TAX
RATES; AND (7) THE UNCERTAINTIES INHERENT IN LEVITZ'S OPERATIONS. LEVITZ HAS NO
DUTY UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 TO UPDATE THE
FORWARD LOOKING STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q.
LEVITZ FURNITURE CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2000
Table of Contents Page
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets......................... 3
Consolidated Condensed Statements of Operations............... 4
Consolidated Condensed Statements of Cash Flows............... 5
Notes to Consolidated Condensed Financial Statements.......... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Comparison of Operations......................................12
Liquidity and Capital Resources...............................14
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................18
Signatures ........................................................19
Exhibit Index........................................................20
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
LEVITZ FURNITURE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, March 31,
2000 2000
--------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,774 $ 2,891
Receivables 20,673 21,340
Inventories 78,208 80,293
Deposits and prepaid expenses 4,769 4,347
--------- ---------
Total current assets 107,424 108,871
--------- ---------
PROPERTY AND EQUIPMENT, net 31,525 34,075
--------- ---------
PROPERTY UNDER CAPITAL LEASES, net 20,408 27,772
--------- ---------
OTHER ASSETS:
Intangible leasehold interests 3,632 5,085
Property held for disposal -- 2,250
Other 27,007 21,321
--------- ---------
30,639 28,656
--------- ---------
$ 189,996 $ 199,374
========= =========
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES:
Cash overdrafts $ 12,391 $ 10,210
Current portion of obligations
under capital leases 80 351
Accounts payable, trade 30,890 23,558
Accrued expenses and other liabilities 81,939 84,491
Payable to parent 13,607 13,622
Deferred income taxes 138 --
DIP Facility 97,150 77,392
--------- ---------
Total current liabilities 236,195 209,624
--------- ---------
OBLIGATIONS UNDER CAPITAL LEASES,
net of current portion 22,739 25,946
--------- ---------
OTHER NONCURRENT LIABILITIES 16,073 15,078
--------- ---------
DEFERRED INCOME TAXES 6,035 6,173
--------- ---------
LIABILITIES SUBJECT TO COMPROMISE 293,996 293,708
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S DEFICIT:
Common stock, at par value 1 1
Capital in excess of par 58,453 58,453
Retained earnings (deficit) (443,496) (409,609)
--------- ---------
Total stockholder's deficit (385,042) (351,155)
--------- ---------
$ 189,996 $ 199,374
========= =========
The accompanying notes are an integral part of these
condensed financial statements.
3
<PAGE>
LEVITZ FURNITURE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars in thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 126,893 $ 126,331 $ 255,282 $ 246,319
--------- --------- --------- ---------
Costs and expenses:
Cost of sales 70,877 72,058 142,680 140,159
Selling, general and administrative
expenses 55,193 55,961 112,318 105,690
Depreciation and amortization 1,957 2,082 3,911 5,003
Interest expense, net 5,708 3,153 10,417 10,376
--------- --------- --------- ---------
133,735 133,254 269,326 261,228
--------- --------- --------- ---------
Loss before reorganization items and
income taxes (6,842) (6,923) (14,044) (14,909)
--------- --------- --------- ---------
Reorganization items:
Loss on store closings 15,672 3,050 16,272 3,050
Professional fees 1,885 1,538 3,571 2,602
--------- --------- --------- ---------
Total 17,557 4,588 19,843 5,652
--------- --------- --------- ---------
Loss before income taxes (24,399) (11,511) (33,887) (20,561)
Income taxes -- -- -- --
--------- --------- --------- ---------
Net loss $ (24,399) $ (11,511) $ (33,887) $ (20,561)
========= ========= ========= =========
Net loss per common share $ (24,399) $ (11,511) $ (33,887) $ (20,561)
========= ========= ========= =========
Weighted average number of common
shares outstanding 1,000 1,000 1,000 1,000
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
4
<PAGE>
LEVITZ FURNITURE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Six Months Ended
September 30,
---------------------
2000 1999
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (33,887) $ (20,561)
--------- ---------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 2,425 2,982
Amortization 1,486 2,021
Loss/(gain) on disposal of property and equipment 14 (30)
Pension expense (350) (29)
Reorganization items, non-cash 10,405 465
Changes in operating assets and liabilities:
Decrease (increase) in:
Receivables 1,025 1,177
Inventories (4,436) (2,252)
Deposits and prepaid expenses (422) 271
Other, net (5,201) (4,719)
Increase (decrease) in:
Accounts payable, trade 7,332 7,939
Accrued expenses and other liabilities (4,578) (9,493)
Payable to parent (18) (77)
Other noncurrent liabilities (614) (208)
--------- ---------
Total adjustments 7,068 (1,953)
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (26,819) (22,514)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,247) (2,639)
Proceeds from sale of property and equipment and
other assets 8,225 113,636
--------- ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES 5,978 110,997
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under DIP Facility 317,571 290,405
Repayments under DIP Facility (297,813) (369,152)
Principal payments on long-term debt -- (6,962)
Principal payments under capital lease obligations (215) (412)
Increase/(decrease) in cash overdrafts 2,181 (1,876)
--------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 21,724 (87,997)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 883 486
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,891 3,046
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,774 $ 3,532
========= =========
The accompanying notes are an integral part of these
condensed financial statements
5
<PAGE>
LEVITZ FURNITURE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
1. CHAPTER 11 PROCEEDINGS AND BASIS OF PRESENTATION:
Levitz Furniture Corporation (Levitz), a Florida corporation, is a
wholly-owned subsidiary of Levitz Furniture Incorporated (LFI).
On September 5, 1997 (the "Petition Date"), Levitz Furniture
Incorporated, a Delaware corporation ("LFI"), and 11 of its
subsidiaries (collectively, the "Debtors"), including, Levitz Furniture
Corporation, a Florida corporation and wholly-owned subsidiary of LFI
("Levitz"), filed voluntary petitions for relief under Chapter 11,
Title 11 of the United States Code (the "Bankruptcy Code") with the
United States Bankruptcy Court (the "Court") for the District of
Delaware, Wilmington, Delaware under Case No. 97-1842(MFW). Pursuant to
Sections 1107 and 1108 of the Bankruptcy Code, Levitz as debtor and
debtor-in-possession, has continued to manage and operate its assets
and businesses pending the confirmation of a reorganization plan or
plans and subject to the supervision and orders of the Court. Because
LFI is operating as debtor-in-possession under Chapter 11 of the
Bankruptcy Code, the existing directors and officers of Levitz continue
to manage the operations of Levitz subject to the supervision and
orders of the Court.
Certain subsidiaries were not included in the Chapter 11 filings. These
subsidiaries are inactive and the results of their operations and
financial position are not material to the consolidated financial
statements.
On October 13, 2000, the Debtors filed a "Disclosure Statement" and a
"Third Amended Joint Plan of Reorganization" ("Plan of Reorganization"
or "Plan"), pursuant to Section 1125 of the Bankruptcy Code with the
Court. The Plan contemplates the formation of a new holding company -
Levitz Home Furnishings, Inc. ("LHFI") which will own 100% of the stock
of Levitz and Seaman Furniture Company, Inc. ("Seaman") and will allow
the operations of the two companies to be combined in certain respects.
The following is a summary of anticipated distributions under the Plan:
Class 1 - Priority Claims - Will receive cash in the amount of
the allowed claim or such other treatment as to which the
Debtors and such holder shall have agreed upon in writing.
Class 3 - Miscellaneous Secured Claims - The legal, equitable
and contractual rights of a holder shall be reinstated.
Class 4 - Small Unsecured Claims - This claim is a small
unsecured claim of equal to or less than $40,000. The holder
will receive a percentage of the allowed claim ranging from
6.3% to 12.6% depending upon the classification of the claim.
Class 5 - General Unsecured Claims - This is an unsecured
claim in excess of $40,000. The holders will receive in total
7.0% of the LHFI Initially Issued Common Stock, in full
satisfaction settlement, release, and discharge of such
allowed claims. Each holder will receive a percentage of the
total stock distribution ranging from 6.3% to 12.6% depending
upon the classification of the claim.
Class 8 - Interests - A holder of a Class 8 Interest (stock or
interests in stock) shall not be entitled to, and shall not,
receive or retain any property or interest in property on
account of such Class 8 Interest.
6
<PAGE>
It is anticipated with LFI's emergence from bankruptcy, that LHFI will
enter into a senior secured borrowing facility that will provide a
maximum commitment of $100.0 million ("Senior Facility") and a junior
secured debt facility ("Junior Facility") of at least $47.0 million. In
addition, the overadvance term loan portion of the DIP Facility will be
converted into LHFI equity. Also, LFI and Seaman management are
negotiating equity commitments and other agreements with investors, in
excess of $40.0 million. Both facilities, the conversion of the
overadvance term notes, equity commitments and other agreements will
allow the pay down of Levitz's DIP Facility and provide the cash and
liquidity necessary for LHFI to continue normal operations. Management
of LFI and Seaman are currently negotiating the Senior Facility, the
Junior Facility the conversion of Levitz's overadvance term loans to
LHFI equity and other equity commitments and agreements. No assurances
can be given that these negotiations will be successful.
The Disclosure Statement was approved by the Court on October 31, 2000
and a hearing is scheduled for the confirmation of the Third Amended
Joint Plan of Reorganization of the Debtors on December 8, 2000.
The consolidated financial statements have been presented in accordance
with the American Institute of Certified Public Accountants Statement
of Position 90-7, "Financial Reporting by Entities in Reorganization
under the Bankruptcy Code" (SOP 90-7) and have been prepared in
accordance with generally accepted accounting principles applicable to
a going concern, which principles, except as otherwise disclosed,
assume that assets will be realized and liabilities will be discharged
in the ordinary course of business. As a result of the Chapter 11 cases
and circumstances relating to this event, including LFI's debt
structure, its recurring losses, and current economic conditions, such
realization of assets and liquidation of liabilities are subject to
significant uncertainty. While under the protection of Chapter 11, the
Company may sell or otherwise dispose of assets, and liquidate or
settle liabilities, for amounts other than those reflected in the
financial statements. Additionally, the amounts reported on the
consolidated balance sheet could materially change because of changes
in business strategies and the effects of any proposed plan of
reorganization.
In the Chapter 11 cases, substantially all unsecured liabilities as of
the Petition Date are subject to compromise or other treatment under a
plan of reorganization which must be confirmed by the Bankruptcy Court
after submission for any required vote by affected parties. For
financial reporting purposes, those liabilities and obligations whose
treatment and satisfaction is dependent on the outcome of the Chapter
11 cases have been segregated and classified as liabilities subject to
compromise under reorganization proceedings in the consolidated
condensed balance sheets. Generally, all actions to enforce or
otherwise effect repayment of pre-Chapter 11 liabilities as well as all
pending litigation against the Debtors are stayed while the Debtors
continue their business operations as debtors-in-possession. Unaudited
schedules have been filed by the Debtors with the Court setting forth
the assets and liabilities of the Debtors as of the Petition Date as
reflected in the Debtor's accounting records. Levitz has notified all
known claimants subject to the August 10, 1998 bar date of their need
to file a proof of claim with the Court. A bar date is the date by
which claims against Levitz must be filed if the claimants wish to
receive any distribution in the Chapter 11 cases. Differences between
amounts shown by the Debtors and claims filed by creditors are being
investigated and will be either amicably resolved or adjudicated before
the Court. The ultimate amount of and settlement terms for such
liabilities are subject to an approved plan of reorganization and
accordingly are not presently determinable.
Under the Bankruptcy Code, the Debtors may elect to assume or reject
real estate leases, employment contracts, personal property leases,
service contracts and other prepetition executory contracts, subject to
Court approval. Claims for damages resulting from the rejection of real
estate leases and other executory contracts will be subject to separate
bar dates. The Debtors have not reviewed all real estate leases for
assumption or rejection. As of September 30, 2000, the Debtors had
rejected leases for 28 store locations, reached agreement with the
landlord on seven store locations to terminate without liability and
assumed and assigned leases on 38 store locations without liability.
The Court has extended the time for which
7
<PAGE>
the Debtors may assume or reject unexpired leases of nonresidential
real property to October 27, 2000. The Debtors have requested from the
Court an extension of the date to December 25, 2000. No assurances can
be given that such an extension will be granted. The liabilities
subject to compromise include a reserve for an estimated amount that
may be claimed by lessors for the stores that have been closed through
September 30, 2000. The Debtors will continue to analyze their real
estate leases and executory contracts and may assume or reject
additional leases and contracts. Such rejections could result in
additional liabilities subject to compromise.
In the opinion of Management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments consisting of
normal recurring accruals necessary to present fairly the financial
position as of September 30, 2000; the results of operations and cash
flows for the periods then ended. The results of operations for the
period ended September 30, 2000, are not necessarily indicative of the
results to be expected for the full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in Levitz's
unaudited financial statements for the year ended March 31, 2000, which
is included in its Form 10-K.
2. REVENUE RECOGNITION:
Levitz recognizes revenue at the time a sales order is written and the
following conditions are met: the merchandise is in stock and is
available for sale; for a credit sale, the credit is approved by the
financing company; and for merchandise requested to be delivered by a
customer, a firm delivery date is set, and a down payment is received.
In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") 101,
"Revenue Recognition in Financial Statements," which is effective no
later than the fourth fiscal quarter of fiscal years beginning after
December 15, 1999. This SAB provides additional guidance in applying
generally accepted accounting principles for revenue recognition in
consolidated financial statements. Upon the emergence from Chapter 11,
or no later than January 1, 2001, the Company will change its method of
accounting to record merchandise sales upon delivery of merchandise to
customers, rather than prior to delivery, in order to be consistent
with the provisions of SAB 101. Had the Company elected to adopt SAB
101 at September 30, 2000, the pre-tax amount of the one-time non-cash
charge is estimated to have been between $5.0 to $7.0 million. The
cumulative effect of the change represents the deferral of previously
recorded revenue, net of cost of sales and direct selling costs,
related to merchandise that had not been delivered to the customer as
of September 30, 2000. This change in accounting will impact future
interim and fiscal year reporting periods based on seasonal trends in
sales and corresponding delivery cycles. However, there will be no
impact on the Company's cash flows from operations as a result of this
change.
3. DEBT:
LFI, Levitz and substantially all of its subsidiaries, as
debtors-in-possession, are parties to a DIP Credit Agreement dated as
of September 5, 1997, as amended (the "DIP Facility"), with Bankers
Trust Commercial Corp. ("BTCC") as agent. The DIP Facility approved by
the Bankruptcy Court provides for up to $140.0 million of availability.
The DIP Facility includes revolving loans of $85.0 million and
overadvance term loans of $55.0 million. Letter of Credit obligations
under the revolving DIP Facility were limited to $25.0 million. The DIP
Facility has been intended to provide Levitz with the cash and
liquidity necessary to conduct its operations and pay for merchandise
shipments at normal levels during the course of the Chapter 11 Cases.
8
<PAGE>
Loans made under the DIP Facility revolving notes bear interest, at
Levitz's option, at a rate equal to either BTCC's prime lending rate
plus 1.50% or BTCC's LIBOR rate plus 3.75%. Levitz is required to pay
an unused line fee of 0.50%, and a letter of credit fee of 2.0%. The
maximum borrowings, excluding the overadvance term commitments, under
the DIP Facility are limited to 85% of eligible Accounts Receivable,
75% of Eligible Inventory (as both are defined in the DIP Facility)
less any fixed asset sublimit.
The overadvance term loan bears interest at 16%, payable monthly, and
also requires a monthly collateral management fee equal to .75% of the
funded balance of the overadvance term loan and secondary notes. The
collateral management fee was paid by issuing secondary notes equal to
the amount of the fee due each month. Effective September 1, 2000
secondary notes are being issued to pay all interest and the monthly
collateral management fee.
At September 30, 2000, the outstanding balances under the DIP facility
were $40.1 million under the revolver, $55.0 million under the
overadvance term loan and $2.0 million of secondary notes. Excess
availability under the DIP Facility at October 30, 2000 was $14.5
million.
The DIP Facility is secured by substantially all of the assets of
Levitz and a perfected pledge of stock of Levitz and all Levitz
subsidiaries. The DIP Facility contains restrictive covenants
including, among other things, the maintenance of minimum earnings
before interest, taxes, depreciation and amortization as defined
(EBITDA), limitations on the incurrence of additional indebtedness,
liens, contingent obligations, sale of assets, and a prohibition on
paying dividends. LFI and Levitz are currently in compliance with the
DIP Facility.
On June 21, 2000, the Court approved the Eighteenth Amendment to the
Agreement which (i) extended the DIP Facility maturity to December 31,
2000, (ii) decreased the availability of the Revolving Loans and
Letters of Credit to no more than $85 million, (iii) waived violations
of EBITDA covenants required as of March 31, 2000 and set minimum
EBITDA at negative $2,000,000 and $0 for the three and six month
periods ending June 30 and September 30, 2000, respectively and (iv)
provided for an increase in the Overadvance Term Loan commitment to a
total of $45 million.
On August 10, 2000, the Court approved the Nineteenth Amendment to the
Agreement which (i) increased the overadvance term commitment to $55
million and (ii) modified the borrowing base fixed asset sublimit
definition to provide for a reduction in the borrowing base in the
amount equal to any net proceeds from the sale of real property, and
(iii) amended the terms of the overadvance term loan to permit the
payment of a .75% collateral management fee on the outstanding balance
of any secondary notes which are issued as payment-in-kind for the
amount of the monthly collateral management fee. The Company had
borrowed the full $55 million available under the overadvance term loan
as of August 18, 2000.
Effective August 31, 2000, the Court approved the Twentieth Amendment
to the Agreement, which among other things, (i) made the proceeds of
asset dispositions solely discretionary by BTCC as to the effect on the
fixed asset sublimit, (ii) disallowed prepayment of the overadvance
term loans and (iii) requires all prospective payments of interest and
collateral fee be made by payment-in-kind issuance of secondary notes
equal to the 16% cash interest that would otherwise be payable monthly.
It is anticipated with Levitz's emergence from bankruptcy, that LHFI
will enter into a senior secured borrowing facility that will provide a
maximum commitment of $100.0 million ("Senior Facility") and a junior
secured debt facility ("Junior Facility") of at least $47.0 million. In
addition, the overadvance term loan portion of the DIP Facility will be
converted into LHFI equity. Also, LFI and Seaman management are
negotiating equity commitments and other agreements with investors, in
excess of $40.0 million. Both facilities, the conversion of the
overadvance term notes, equity commitments and other agreements will
allow the pay down of Levitz's DIP
9
<PAGE>
Facility and provide the cash and liquidity necessary for LHFI to
continue normal operations. Management of LFI and Seaman are currently
negotiating the Senior Facility, the Junior Facility the conversion of
Levitz's overadvance term loans to LHFI equity and other equity
commitments and agreements. No assurances can be given that these
negotiations will be successful.
Levitz is exposed to market risk as a result of the terms of the
revolver portion of the DIP Facility which requires the Company to pay
a variable interest rate based on the fluctuation of Bankers Trust
Company's prime lending or LIBOR rates. The change in annual cash flow
and earnings resulting from a 1% increase or decrease in interest rates
based on outstanding borrowings at September 30, 2000 would be
approximately $0.4 million assuming other variables remained constant.
4. LIABILITIES SUBJECT TO COMPROMISE:
The principal categories of obligations classified as liabilities
subject to compromise under reorganization proceedings are identified
below. The amounts below in total may vary significantly from the
stated amount of proofs of claim that have been filed with the Court
and may be subject to future adjustment depending on Court action,
further developments with respect to potential disputed claims,
determination as to the value of any collateral securing claims, or
other events. Additional claims may arise from the rejection of
additional real estate leases and executory contracts by the Debtors.
September 30,
2000
(Dollars in
Liabilities Subject to Compromise (thousands)
--------------------------------- -------------
Accounts payable, trade $ 38,901
Accrued expenses 15,310
13.375% Senior Notes due 10/15/98 96,031 (1)
9.625% Senior Subordinated Notes due 7/15/03 101,337 (1)
Reserve for lease rejection claims 20,702
Executive retirement and employment agreements 17,500
General liability claims 736
Reserve for previous store closings 1,353
Common area maintenance 234
Real estate taxes 1,407
Personal property taxes 485
--------
$293,996
========
------------
(1) Includes accrued interest at September 4, 1997.
As a result of the Chapter 11 filing, no principal or interest payments
will be made on most pre-petition debt without Court approval or until
a plan of reorganization providing for the repayment terms has been
confirmed by the Court and becomes effective. Interest on pre-petition
unsecured obligations has not been accrued after the Petition Date
except that interest expense and principal payments will continue to be
recorded on capital lease obligations unless the Debtors reject the
leases. If a capital lease is rejected the obligation will be limited
to the lease rejection claim. Contractual interest expense of $10.9
million was not recorded on certain pre-petition debt in each of the
six month periods ended September 30, 2000 and 1999.
5. PRIVATE-LABEL CREDIT CARD PROGRAM:
On September 4, 1998 Levitz and its operating subsidiaries entered into
an agreement ("Merchant Agreement") with Household Bank (SB), N.A.
("Household") whereby Household would provide financing to individual
consumers purchasing merchandise
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<PAGE>
from Levitz ("Private-Label Credit Card Program"). The Court approved
the Merchant Agreement and granted a first priority and security
interest and lien to Household on certain reserves ("Merchant Risk
Reserve") retained or accumulated by Household, totaling $22.5 million
at September 30, 2000, and gave administrative expense status to
substantially all obligations of Levitz arising under the Merchant
Agreement. Both the reserves and obligations are limited to a certain
maximum amount under the Merchant Agreement. Levitz funds the Merchant
Risk Reserve through a reduction of 3.5% on all customer accounts
financed.
At September 30, 2000, Household's portfolio balance was $456.2
million. Levitz recorded income of $13.2 million and $18.6 million for
the six month periods ended September 30, 2000 and 1999, respectively.
Levitz is exposed to market risk under the terms of the Household
Agreement. Levitz may pay a fee or may receive income, based upon the
relationship among the interest earned on the portfolio, the amount of
the servicing fee, the cost of capital, promotional discount fees and
credit losses. Levitz is obligated for all credit losses under the
portfolio up to a maximum of 15% of average outstanding receivables and
for 50% of all credit losses above 15%. Levitz is also required under
the Merchant Agreement to fund a merchant risk reserve of 3.5% of all
amounts financed up to a stipulated dollar amount. A one percent
increase or decrease in the finance charge to customers or the cost of
capital or the credit loss rate would increase or decrease the annual
income from the portfolio by $3.5 million to $5.0 million.
6. REORGANIZATION ITEMS:
Store Closings
In September 2000 Levitz closed six under-performing stores in the
Boston Market, Reading, PA and Bakersfield, CA. Th pre-tax charge for
the store closings was $15.4 million and included non-cash charges of
$9.8 million primarily for the write-down of fixed assets, capital
leases, inventory and other assets to their net realizable values and
the recognition of lease rejection claims. Cash charges included
severance pay of $0.6 million and continuing expenses of $5.0 million.
In addition, property held for disposal was written down in the amount
of $0.6 million and a lease rejection claim of $0.3 million was accrued
on a previously closed store.
Professional fees
Professional fees include accounting, legal and consulting services
provided to LFI and the Creditors' Committee which, subject to Court
approval, are required to be paid by LFI while it is in Chapter 11.
7. LOSS PER SHARE:
Loss per common share is based on the weighted average number of common
shares outstanding during each period of 1,000 shares.
8. CONSOLIDATED STATEMENTS OF CASH FLOWS:
Supplemental disclosures of cash flow information (dollars in
thousands):
Six Months Ended
September 30,
----------------
2000 1999
------- -------
Interest paid $ 9,162 $12,005
======= =======
Income tax paid (refunded), net $ 7 $ 64
======= =======
11
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
On September 5, 1997 (the "Petition Date"), Levitz Furniture Incorporated, a
Delaware corporation ("LFI"), and 11 of its subsidiaries (collectively, the
"Debtors"), including, Levitz Furniture Corporation, a Florida corporation and
wholly-owned subsidiary of LFI ("Levitz"), filed voluntary petitions for relief
under Chapter 11, Title 11 of the United States Code (the "Bankruptcy Code")
with the United States Bankruptcy Court for the District of Delaware,
Wilmington, Delaware ("the Court"). The bankruptcy cases of LFI and Levitz and
their affiliates are being jointly administered, for procedural purposes only,
under Case No. 97-1842(MFW). Pursuant to Sections 1107 and 1108 of the
Bankruptcy Code, LFI, as debtor and debtor-in-possession, has continued to
manage and operate its assets and businesses pending the confirmation of a
reorganization plan or plans and subject to the supervision and orders of the
Court.
Comparison of Operations
The following table sets forth Levitz's results of operations expressed as a
percentage of net sales for the periods indicated:
Percentage of Net Sales
-----------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
September 30, September 30,
--------------- ---------------
2000 1999 2000 1999
----- ----- ----- -----
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 55.9 57.0 55.9 56.9
----- ----- ----- -----
Gross profit 44.1 43.0 44.1 43.1
Selling, general and administrative
expenses 43.5 44.3 44.0 42.9
Depreciation and amortization 1.5 1.6 1.5 2.0
Interest expense 4.5 2.5 4.1 4.2
----- ----- ----- -----
Loss before reorganization items
and income taxes (5.4) (5.4) (5.5) (6.0)
Reorganization items 13.8 3.6 7.8 2.3
----- ----- ----- -----
Net loss (19.2)% (9.0)% (13.3)% (8.3)%
===== ===== ===== =====
Comparable store sales increase/
(decrease) 1.9% (2.9)% 4.7% (1.3)%
===== ===== ===== =====
Three Months Ended September 30, 2000 Compared to Three Months Ended
September 30, 1999
Net sales of $126.9 million for the three month period ended September 30, 2000
increased $0.6 million or 0.5% from net sales of $126.3 million in the same
period for the prior year. Sales on a comparable store basis increased 1.9%.
Comparable store sales for July and August 2000 increased 0.5% and 1.9%,
respectively from the same months of the prior year. September 2000 comparable
store sales increased 3.2% from the comparable period of
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the prior year. September 2000 comparable store sales did not include the Boston
Market, Reading PA and Bakersfield, CA, since these stores were closed during
the month of September 2000.
Gross profit as a percentage of net sales increased to 44.1% for the three month
period ended September 30, 2000 compared to 43.0% in the same period of the
prior year. The gross margin increase was due to increased penetration of the
new furniture warranty program and the reduction of clearance promotions and
special bedding promotions that occurred in the prior year.
Selling, general and administrative (SG&A) expenses of $55.2 million for the
period ended September 30, 2000 decreased $0.8 million or 1.4% from SG&A
expenses of $56.0 million in the same period for the prior year. The reduction
in SG&A expenses was due to a decrease of $2.2 million in advertising costs as
offset primarily by a decrease in service fee income under the Merchant
Agreement of $0.8 million and an increase in rent expense of $0.6 million due to
the sale leaseback of owned property and the sale of leasehold interests on
leased property.
Reorganization items for the three month period ended September 30, 2000
included a charge of $15.7 million for the closing of six stores in the Boston
Market, Reading, PA and Bakersfield, CA and the accrual of a lease rejection
claim on one previously closed store. Professional fees and other expenses
related to bankruptcy services rendered during the three month periods ended
September 30, 2000 and 1999 were $1.9 million and $1.5 million, respectively.
Levitz has not recorded any tax benefits for the losses incurred during the
periods ended September 30, 2000 and 1999. LFI does not anticipate recording any
tax provision for the remainder of Fiscal 2001, subject to changes in operating
performance.
As a result of the aforementioned factors, net loss for the period ended
September 30, 2000 amounted to $24.4 million or 19.2% of net sales as compared
to net loss of $11.5 million or 9.0% of net sales for the same period of the
prior year.
Six Months Ended September 30, 2000 Compared to Six Months Ended
September 30, 1999
Net sales of $255.3 million for the six month period ended September 30, 2000
increased $9.0 million or 3.7% over net sales of $246.3 million in the same
period for the prior year. Net sales on a comparable store basis increased 4.7%.
The majority of the increase in net sales on a comparable store basis is due to
the increase in net sales from the new furniture warranty program.
Gross profit as a percentage of net sales increased to 44.1% for the six month
period ended September 30, 2000 compared to 43.1% in the same period of the
prior year. The gross margin increase was due to increased penetration of the
new furniture warranty program and the reduction of clearance promotions and
special bedding promotions that occurred in the prior year.
Selling, general and administrative ("SG&A") expenses increased $2.5 million for
the six month period ended September 30, 2000 as compared to the same period for
the prior year. The increase in SG&A expenses primarily includes a reduction in
the service fee income under the Merchant Agreement of $5.4 million, an increase
in rent expense of $2.7 million due to the sale leaseback of owned property and
the sale of leasehold interests on leased property, an increase in salaries and
employee benefits of $1.4 million and an increase in delivery expense of $0.7
million as offset by a reduction in advertising costs of $3.6 million.
Depreciation and amortization for the six month period ended September 30, 2000
decreased to $3.9 million from $5.0 million or 22.0% from the same period of the
prior year. The decrease was primarily due to the closing of stores and the
disposal of those store assets.
Interest expense for the six month period ended September 30, 2000 and 1999 was
$10.4 million. Interest on pre-petition unsecured obligations has not been
accrued after the Petition Date except that interest expense continues to be
recorded on capital lease
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obligations. Contractual interest expense of $11.6 million was not recorded on
certain pre-petition unsecured debt for each of the six month periods ended
September 30, 2000 and 1999.
Reorganization items for the six month period ended September 30, 2000 included
a charge of $16.3 million for the closing of six under-performing stores in the
Boston Market, Reading, PA and Bakersfield, CA in the amount of $15.4, the
write-down of $.06 million on property held for disposal and the accrual of $0.3
million for a lease rejection claim on a previously closed store. Reorganization
items for the six month period ended September 30, 1999 included a charge of
$3.1 million for revised estimates of continuing expenses on closed stores and
idle space in continuing stores as well as an additional write-down on property
held for disposal. Also included as reorganizational items are professional fees
of $3.6 million and $2.6 million for accounting, legal and consulting services
provided to LFI and the Creditors' Committee while LFI is in Chapter 11 for the
six month periods ended September 30, 2000 and 1999, respectively.
Levitz has not recorded any tax benefits for the loss incurred during the six
month periods ended September 30, 2000 and 1999. LFI does not anticipate
recording any tax provision for the remainder of Fiscal 2001, subject to changes
in operating performance.
Net loss for the six month period ended September 30, 2000 was $24.4 million or
13.3% of net sales as compared to a net loss of $20.6 million or 8.3% of net
sales for the same period of the prior year.
Liquidity and Capital Resources
Cash Flows
Levitz's primary sources of liquidity are cash flow from operations (including
the proceeds from customer credit obligations under the Private-Label Credit
Card Program by Household), trade credit and borrowings under the DIP Facility.
During the six month period ended September 30, 2000, Levitz used approximately
$19.9 million of net cash flow in operations before changes in operating assets
and liabilities. Changes in operating assets and liabilities further reduced net
cash flow from operations by $6.9 million. Increases in inventory of $4.4
million, deposits and prepaid expenses of $0.4 million, other assets (largely
the Household Merchant Risk Reserve under the Private-Label Credit Card Program)
of $5.2 million and the reduction of accrued expenses and non-current
liabilities of $5.2 million had an unfavorable impact on cash flow. Cash flow
was favorably impacted by an increase in trade payables of $7.3 million and a
decrease in customer receivables of $1.0 million. The decrease in accrued
expenses was primarily due to the reduction in amounts payable under the
Merchant Agreement of $10.1 million, reduction in accrued operating expenses of
$1.6 million as offset by the increase in store closing reserves of $7.1 million
primarily due to the stores closed in September 2000.
Cash provided by investing activities for the six month period ended September
30, 2000 includes $1.3 million of proceeds from the sale of closed stores and
other assets and $6.9 million in proceeds from sale-leaseback transactions on
continuing stores, the net proceeds from which were applied as repayments to the
DIP Facility as required by the agreement.
Levitz's total capital expenditures were approximately $2.2 million during the
six month period ended September 30, 2000. The capital expenditures were for
existing store renovations and equipment. Levitz capital expenditures for the
remainder of the fiscal year will depend on obtaining new financing at the
effective date of the Plan of Reorganization. If the new financing is obtained
it is expected that capital expenditures will increase significantly and the
increase will primarily be for warehouse consolidations and store relocations.
Net cash used in financing activities amounted to $21.7 million during the six
month period ended September 30, 2000. Net borrowings under the DIP Facility
were $19.8 million. Principal payments under capital lease obligations were $0.2
million and outstanding checks and cash overdrafts increased $2.2 million.
14
<PAGE>
Debt
LFI, Levitz and substantially all of its subsidiaries, as debtors-in-possession,
are parties to a DIP Credit Agreement dated as of September 5, 1997, as amended
(the "DIP Facility"), with Bankers Trust Commercial Corp. ("BTCC") as agent. The
DIP Facility approved by the Bankruptcy Court provides for up to $140.0 million
of availability. The DIP Facility includes revolving loans of $85.0 million and
overadvance term loans of $55.0 million. Letter of Credit obligations under the
revolving DIP Facility were limited to $25.0 million. The DIP Facility has been
intended to provide Levitz with the cash and liquidity necessary to conduct its
operations and pay for merchandise shipments at normal levels during the course
of the Chapter 11 Cases.
Loans made under the DIP Facility revolving notes bear interest, at Levitz's
option, at a rate equal to either BTCC's prime lending rate plus 1.50% or BTCC's
LIBOR rate plus 3.75%. Levitz is required to pay an unused line fee of 0.50%,
and a letter of credit fee of 2.0%. The maximum borrowings, excluding the
overadvance term commitments, under the DIP Facility are limited to 85% of
eligible Accounts Receivable, 75% of Eligible Inventory (as both are defined in
the DIP Facility) less any fixed asset sublimit.
The overadvance term loan bears interest at 16%, payable monthly, and also
requires a monthly collateral management fee equal to .75% of the funded balance
of the overadvance term loan and secondary notes. The collateral management fee
was paid by issuing secondary notes equal to the amount of the fee due each
month. Effective September 1, 2000 secondary notes are being issued to pay all
interest and the monthly collateral management fee.
At September 30, 2000, the outstanding balances under the DIP facility were
$40.1 million under the revolver, $55.0 million under the overadvance term loan
and $2.0 million of secondary notes. Excess availability under the DIP Facility
at October 30, 2000 was $14.5 million.
The DIP Facility is secured by substantially all of the assets of Levitz and a
perfected pledge of stock of Levitz and all Levitz subsidiaries. The DIP
Facility contains restrictive covenants including, among other things, the
maintenance of minimum earnings before interest, taxes, depreciation and
amortization as defined (EBITDA), limitations on the incurrence of additional
indebtedness, liens, contingent obligations, sale of assets, and a prohibition
on paying dividends. LFI and Levitz are currently in compliance with the DIP
Facility.
On June 21, 2000, the Court approved the Eighteenth Amendment to the Agreement
which (i) extended the DIP Facility to December 31, 2000, (ii) decreased the
availability of the Revolving Loans and Letters of Credit to no more than $85
million, (iii) waived violations of EBITDA covenants required as of March 31,
2000 and set minimum EBITDA at negative $2,000,000 and $0 for the three and six
month periods ending June 30 and September 30, 2000, respectively and (iv)
provided for an increase in the Overadvance Term Loan commitment to a total of
$45 million.
On August 10, 2000, the Court approved the Nineteenth Amendment to the Agreement
which (i) increased the overadvance term commitment to $55 million and (ii)
modified the borrowing base fixed asset sublimit definition to provide for a
reduction in the borrowing base in the amount equal to any net proceeds from the
sale of real property, and (iii) amended the terms of the overadvance term loan
to permit the payment of a .75% collateral management fee on the outstanding
balance of any secondary notes which are issued as payment-in-kind for the
amount of the monthly collateral management fee. The Company had borrowed the
full $55 million available under the overadvance term loan as of August 18,
2000.
Effective August 31, 2000, the Court approved the Twentieth Amendment to the
Agreement, which among other things, (i) made the proceeds of asset dispositions
solely discretionary by BTCC as to the effect on the fixed asset sublimit, (ii)
disallowed prepayment of the overadvance term loans and (iii) requires all
prospective payments of interest be made by payment-in-kind issuance of
secondary notes equal to the 16% cash interest that would otherwise be payable
monthly.
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<PAGE>
It is anticipated with LFI's emergence from bankruptcy, that LHFI will enter
into a senior secured borrowing facility that will provide a maximum commitment
of $100.0 million ("Senior Facility") and a junior secured debt facility
("Junior Facility") of at least $47.0 million. In addition, the overadvance term
loan portion of the DIP Facility will be converted into LHFI equity. Also, LFI
and Seaman management are negotiating equity commitments and other agreements
with investors, in excess of $40.0 million. Both facilities, the conversion of
the overadvance term notes, equity commitments and other agreements will allow
the pay down of Levitz's DIP Facility and provide the cash and liquidity
necessary for LHFI to continue normal operations. Management of LFI and Seaman
are currently negotiating the Senior Facility, the Junior Facility the
conversion of Levitz's overadvance term loans to LHFI equity and other equity
commitments and agreements. No assurances can be given that these negotiations
will be successful.
Private-Label Credit Card Program
On September 4, 1998 Levitz and its operating subsidiaries entered into an
agreement ("Merchant Agreement") with Household Bank (SB), N.A. ("Household")
whereby Household would provide financing to individual consumers purchasing
merchandise from Levitz ("Private-Label Credit Card Program"). The Court
approved the Merchant Agreement and granted a first priority and security
interest and lien to Household on certain reserves ("Merchant Risk Reserve")
retained or accumulated by Household, totaling $22.5 million at September 30,
2000, and gave administrative expense status to substantially all obligations of
Levitz arising under the Merchant Agreement. Both the reserves and obligations
are limited to a certain maximum amount under the Merchant Agreement. Levitz
funds the Merchant Risk Reserve through a reduction of 3.5% on all customer
accounts financed.
At September 30, 2000, Household's portfolio balance was $456.2 million. Levitz
recorded income of $13.2 million and $18.6 million for the six month periods
ended September 30, 2000 and 1999, respectively.
Levitz is exposed to market risk under the terms of the Household Agreement.
Levitz may pay a fee or may receive income, based upon the relationship among
the interest earned on the portfolio, the amount of the servicing fee, the cost
of capital, promotional discount fees and credit losses. Levitz is obligated for
all credit losses under the portfolio up to a maximum of 15% of average
outstanding receivables and for 50% of all credit losses above 15%. Levitz is
also required under the Merchant Agreement to fund a merchant risk reserve of
3.5% of all amounts financed up to a stipulated dollar amount.
Going Concern
The Company believes that cash on hand, amounts available under the DIP
Facility, as amended, and funds from operations will enable the Company to meet
its current liquidity and capital expenditures requirements.
On October 13, 2000, the Debtors filed a "Disclosure Statement" and a "Third
Amended Joint Plan of Reorganization" ("Plan of Reorganization" or "Plan"),
pursuant to Section 1125 of the Bankruptcy Code with the Court. The Plan
contemplates the formation of a new holding company ("LHFI") which will own 100%
of the stock of Levitz and Seaman Furniture Company, Inc. ("Seaman") and to
allow the operations of the two companies to be combined in certain respects.
Under the Plan, Class 5 General Unsecured Creditors will receive stock in LHFI
and Levitz's stockholders and other parties holding equity interests in Levitz
will not receive any distributions.
The following is a summary of anticipated distributions under the Plan:
Class 1 - Priority Claims - Will receive cash in the amount of
the allowed claim or such other treatment as to which the
Debtors and such holder shall have agreed upon in writing.
Class 3 - Miscellaneous Secured Claims - The legal, equitable
and contractual rights of a holder shall be reinstated.
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<PAGE>
Class 4 - Small Unsecured Claims - This claim is a small
unsecured claim of equal to or less than $40,000. The holder
will receive a percentage of the allowed claim ranging from
6.3% to 12.6% depending upon the classification of the claim.
Class 5 - General Unsecured Claims - This is an unsecured
claim in excess of $40,000. The holders will receive in total
7.0% of the LHFI Initially Issued Common Stock, in full
satisfaction settlement, release, and discharge of such
allowed claims. Each holder will receive a percentage of the
total stock distribution ranging from 6.3% to 12.6% depending
upon the classification of the claim.
Class 8 - Interests - A holder of a Class 8 Interest (stock or
interests in stock) shall not be entitled to, and shall not,
receive or retain any property or interest in property on
account of such Class 8 Interest.
It is anticipated with LFI's emergence from bankruptcy, that LHFI will enter
into a senior secured borrowing facility that will provide a maximum commitment
of $100.0 million ("Senior Facility") and a junior secured debt facility
("Junior Facility") of at least $47.0 million. In addition, the overadvance term
loans portion of the DIP Facility is to be converted into LHFI equity. Also, LFI
and Seaman management are negotiating equity commitments and other agreements
with investors, in excess of $40.0 million. Both facilities, the conversion of
the overadvance term notes, equity commitments and other agreements will allow
the pay down of Levitz's DIP Facility and provide the cash and liquidity
necessary for LHFI to continue normal operations. Management of LFI and Seaman
are currently negotiating the Senior Facility, the Junior Facility the
conversion of Levitz's overadvance term loans to LHFI equity and other equity
commitments and other agreements. No assurances can be given that these
negotiations will be successful.
The Disclosure Statement was approved by the Court on October 31, 2000 and a
hearing is scheduled for the confirmation of the Third Amended Joint Plan of
Reorganization of the Debtors on December 8, 2000. The exclusivity period to
file a plan of reorganization will expire on December 29, 2000.
17
<PAGE>
PART II OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 10.74: Amendment No. 20 dated as of August 31, 2000 to
the Postpetition Credit Agreement among Levitz Furniture
Incorporated, et al. and BT Commercial Corporation, as agent.
Exhibit 27: Financial Data Schedule
(b) Report on Form 8-K:
On August 10, 2000, the registrant filed a Report on Form 8-K
under "Item 5: Other Events" disclosing its request of the
Bankruptcy Court to dismiss an adversary proceeding it had
filed in May 2000 against certain minority shareholders of
Seaman Furniture Co., Inc. Also disclosed were plans to close
four stores in the Boston Market, a store in Reading, PA and
one in Bakersfield, CA.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LEVITZ FURNITURE CORPORATION
(Registrant)
Date: November 13, 2000 /s/ MICHAEL MCCREERY
-------------------------------------------
Michael McCreery
Senior Vice President and
Chief Financial Officer
19
<PAGE>
EXHIBIT INDEX
Exhibits to Form 10-Q
Number
Exhibit Table Exhibit
------------- -------
10.74 Amendment No. 20 dated as of August 31, 2000 to the
Postpetition Credit Agreement among Levitz Furniture
Incorporated, et al. and BT Commercial Corporation, as agent.
27 Financial Data Schedule.
20
