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Previous: NAVARRE 500 BUILDING ASSOCIATES, NT 10-Q, 1998-05-15 |
Next: NATIONSBANK CORP, 10-Q, 1998-05-15 |
<PAGE>
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 8, 1998
NCC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-3305 62-0643336
(Commission File Number) (I.R.S. Employer Identification No.)
200 Madison Avenue, New York, New York 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 592-0700
475 Park Avenue South, New York, New York 10016
(Former name or former address if changed since last report)
<PAGE>
Item 5. Other Events.
On July 22, 1997, Registrant, along with its 92.8% parent company, Maidenform,
Inc. ("Maidenform") and Maidenform's 100% parent company, Maidenform Worldwide,
Inc. (collectively, with Maidenform and the Registrant, the "Debtor Group"),
filed voluntary petitions for bankruptcy under Chapter 11 of the Federal
Bankruptcy Code in the United States District Court for the Southern District of
New York (the "Court").
In accordance with Securities Exchange Act Release No. 9660 (June 30, 1972),
Rule 12b-21 under the Securities Exchange Act of 1934 (the "Exchange Act"), and
the Securities and Exchange Commission's related no-action correspondence,
Registrant is herewith filing copies of the Debtor Group's consolidated monthly
financial report (the "Trustee's Report") filed with the Court and the United
States Trustee (the "Trustee") in accordance with Bankruptcy Rule 2015 and the
Trustee's "Operating Guidelines and Financial Reporting Requirements" in lieu of
quarterly and annual reports under Section 13(a) of the Exchange Act.
Accordingly, attached to this Current Report as Exhibit 99.1 is a copy of the
Trustee's Report for the Debtor Group for the month of March 1998 which was
filed with the Court and the Trustee on May 8, 1998 and May 11, 1998,
respectively.
On or about April 28, 1998, Registrant moved its New York City offices from 475
Park Avenue South (the "Surrendered Lease") to Maidenform's existing office
facilities located at 200 Madison Avenue (the "Existing Lease"). The move
consolidated the Debtor Group's New York City offices and resulted in a
reduction of leasable square feet, rental payments and operating expenses for
the Debtor Group as a whole. Under the Surrendered Lease, the Debtor Group
leased 15,525 square feet for a monthly rental of $30,727, plus operating
expenses. Under the Existing Lease, the Debtor Group leases 11,250 square feet
for a monthly rental of $26,484, plus operating expenses. The Existing Lease
expires June 30, 2006. Registrant believes that the facilities under the
Existing Lease, which are primarily used as the Debtor Group's sales office,
will be sufficient to meet the Debtor Group's office needs in New York City for
the foreseeable future. The Debtor Group is in the process of rejecting the
Surrendered Lease in the Court.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Trustee's Report for the Debtor Group for the month of March 1998,
which was filed with the Court and the Trustee on May 8, 1998 and May
11, 1998, respectively.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
NCC INDUSTRIES, INC.
Dated: May 12, 1998 By: /s/ Frank Stull
-------------------------------
Frank Stull
Duly authorized officer to execute
on behalf of Registrant
Executive Vice President
Chief Financial Officer
3
<PAGE>
CONFIDENTIAL
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
MARCH 1998 FINANCIAL REPORT PACKAGE
<PAGE>
MARCH 1998 FINANCIAL REPORTING PACKAGE
CONTENTS
SCHEDULE PAGE
MARCH 1998 MONTH
- Income Statement 1
- Balance Sheet 2
- Cash Flow Statement 3
MARCH 1998 YTD
- Income Statement 4
- Cash Flow Statement 5
<PAGE>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
MARCH 1998 MONTH INCOME STATEMENT
(in thousands)
<TABLE>
<CAPTION>
ACTUAL
<S> <C>
Net sales $ 18,751
Cost of sales 12,962
-------------------
Gross profit 5,789
% 30.9%
Operating expenses
Design 396
General and administrative 1,411
Advertising 205
Coop - advertising 714
Selling 1,376
Selling - Retail 1,732
Distribution 1,141
-------------------
Total 6,975
-------------------
Loss before
interest and taxes (EBIT) (1,186)
Interest expense 536
Reorganization cost 295
-------------------
Pretax loss (2,017)
Taxes 57
-------------------
Net loss $ (2,074)
-------------------
EBIT (1,186)
Depreciation 430
-------------------
EBITDAR (756)
-------------------
Per covenant $ (1,000)
-------------------
NOTE - INCLUDES ALL YEAR END ADJUSTMENTS.
</TABLE>
(1)
<PAGE>
<TABLE>
<CAPTION>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
BALANCE SHEET FOR THE PERIOD INDICATED
(in thousands)
MARCH 1998
----------
ACTUAL
------
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 4,349
Accounts receivable, net 17,257
Inventories, net 71,081
Other current assets 3,344
Insurance receivable 3,148
-------------------
Total current assets 99,179
Property, plant & equipment, net 33,190
Other assets 4,999
-------------------
TOTAL ASSETS $ 137,368
===================
LIABILITIES
Current liabilities
Liabilities not subject to compromise
Current Liabilities:
Accounts payable $ 6,491
Accrued expenses 10,777
Cash collateral loan 29,637
Revolver 13,733
-------------------
Total current liabilities 60,638
Liabilities subject to compromise 216,010
Other liabilities 644
-------------------
TOTAL LIABILITIES 277,292
-------------------
EQUITY
Stock 5
Paid in capital 40,899
Accumulated deficit (173,178)
Year to date loss (7,650)
-------------------
Total deficit (139,924)
-------------------
TOTAL LIABILITIES AND DEFICIT $ 137,368
===================
</TABLE>
NOTE - INCLUDES ALL YEAR END ADJUSTMENTS.
(2)
<PAGE>
<TABLE>
<CAPTION>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
MARCH 1998 MONTH STATEMENT OF CASH FLOWS
(in thousands)
ACTUAL
------
OPERATING ACTIVITIES
<S> <C>
Net loss $ (2,074)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 430
Changes in operating assets and liabilities:
Increase in accounts receivable (1,166)
Increase in inventories (157)
Decrease in prepaid expenses and other assets 490
Decrease in accounts payable, accrued expenses, taxes and sundry
liabilities (4,496)
-----------------
Net cash used in operating activities (6,973)
-----------------
INVESTING ACTIVITIES
Additions to property, plant and equipment (Net) (319)
-----------------
Net cash used in investing activities (319)
-----------------
FINANCING ACTIVITIES
Net Borrowings under revolving credit loan 4,632
-----------------
Net cash used in investing activities 4,632
-----------------
Decrease in cash (2,660)
Cash at beginning of period 7,009
-----------------
Cash at end of period $ 4,349
=================
</TABLE>
NOTE - INCLUDES ALL YEAR END ADJUSTMENTS.
(3)
<PAGE>
<TABLE>
<CAPTION>
MAIDENFORM WORLDWIDE, INC. AND SUBSIDIARIES
MARCH 1998 YTD INCOME STATEMENT
(in thousands)
ACTUAL
------
<S> <C>
Net sales $ 44,616
Cost of sales 32,578
-----------------
Gross profit 12,038
% 27.0%
Operating expenses
Design 995
General and administrative 3,822
Advertising 340
Coop - advertising 1,133
Selling 3,384
Selling - Retail 4,717
Distribution 2,973
-----------------
Total 17,364
-----------------
Loss before
interest and taxes (5,326)
Interest expense 1,227
Reorganization cost 945
-----------------
Pretax loss (7,498)
Taxes 152
-----------------
Net loss $ (7,650)
=================
</TABLE>
NOTE - INCLUDES ALL YEAR END ADJUSTMENTS.
(4)
<PAGE>
<TABLE>
<CAPTION>
MAIDENFORM WORLDWIDE, INC. & SUBSIDIARIES
MARCH 1998 YTD STATEMENT OF CASH FLOWS
(in thousands)
ACTUAL
------
<S> <C>
OPERATING ACTIVITIES
Net loss $ (7,650)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 1,307 Changes in operating assets and
liabilities:
Increase in accounts receivable (308)
Increase in inventories (3,827)
Decrease in prepaid expenses and other assets 550
Decrease in accounts payable, accrued expenses, taxes and sundry
liabilities (1,316)
------------------
Net cash used in operating activities (11,244)
------------------
INVESTING ACTIVITIES
Additions to property, plant and equipment (Net) (351)
------------------
Net cash used in investing activities (351)
------------------
FINANCING ACTIVITIES
Net borrowings under revolving credit loan 8,843
------------------
Net cash provided by financing activities 8,843
------------------
Decrease in cash (2,752)
Cash and Cash Equivalents at beginning of year 7,101
------------------
Cash and Cash Equivalents at end of period $ 4,349
==================
</TABLE>
NOTE - INCLUDES ALL YEAR END ADJUSTMENTS.
(5)
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