interstate8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 14, 2007

INTERSTATE BAKERIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-11165	43-1470322
(Commission File Number)	(IRS Employer Identification No.)

12 East Armour Boulevard
Kansas City, Missouri	64111
(Address of Principal Executive Offices)	(Zip Code)

(816) 502-4000
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

As previously reported, on September 22, 2004, Interstate Bakeries Corporation (the “Company”) and each of its wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”). The filings were made in the United States Bankruptcy Court for the Western District of Missouri (the “Court”). On August 14, 2007, the Company filed with the Court as required by the Bankruptcy Code a consolidated monthly operating report for the four week period ended June 30, 2007 (the “MOR”).

The Company is required to file the MOR with the Bankruptcy Court and the U.S. Trustee pursuant to requirements under Local Rule 2015-2 C. The MOR should be read in conjunction with the Company’s third quarter fiscal 2007 Form 10-Q that was filed with the SEC on April 19, 2007, and its Form 10-K for fiscal 2007 that is expected to be filed in mid-August 2007. The MOR is not audited and will not be subject to audit or review by the Company’s external auditors on a stand-alone basis at any time in the future. The MOR does not include certain quarterly and year-to-date adjustments reflected upon review of significant asset and liability accounts prior to the Company’s filing of its quarterly and annual financial statements with the SEC. The information contained in the MOR is subject to additional qualifications and limitations as described in the Explanatory Notes to the MOR and readers are advised to read and consider such qualifications and limitations carefully. Accordingly, the Company cautions readers not to place undue reliance upon the information contained in the MOR. Readers are also cautioned to refer to the risk factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 3, 2006, as supplemented by the Company’s third quarter fiscal 2007 Form 10-Q, and the Form 10-K for fiscal 2007 that is expected to be filed in mid-August 2007, which address risks that could adversely affect our financial condition, results of operations and cash flows. For these reasons, the financial information contained in the report furnished today is not indicative of the Company’s financial condition or operating results on a basis consistent with generally accepted accounting principles in the United States.

As reflected in the MOR, the Company reported net sales of $237.1 million for the four week period ended June 30, 2007. The Company’s net income for the four week period ended June 30, 2007 was $1.1 million.

The Company reported cash of $63.6 million as of June 30, 2007. As of June 30, 2007 the Company had not borrowed under its $200 million debtor-in-possession credit facility, which is subject to a borrowing base formula based on its level of eligible accounts receivable, inventory, certain real property and reserves. The credit facility was utilized to support the issuance of letters of credit primarily in support of the Company’s insurance programs. As of June 30, 2007, there were $114.1 million of letters of credit outstanding under the debtor-in-possession credit facility, which were partially collateralized by $15.1 million of restricted cash as shown on the MOR. The amount of the credit facility available for borrowing was $85.9 million as of June 30, 2007. In addition to the borrowing base formula, each borrowing under the debtor-in-possession credit facility is subject to its terms and conditions, including the absence of an event of default thereunder.

The foregoing description of the MOR is not intended to be complete and is qualified in its entirety by reference to the MOR attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report on Form 8-K under the heading Item 7.01, “Regulation FD Disclosure,” including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Cautionary Statement Regarding Forward-Looking Statements and Other Matters

Some information contained in this Current Report on Form 8-K may be forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are not historical in nature and include statements that reflect, when made, the Company’s views with respect to current events and financial performance. These forward-looking statements can be identified by forward-looking words such as may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “could,” “should” and “continue” or similar words. These forward-looking statements may also use different phrases. All such forward-looking statements are and will be subject to numerous risks and uncertainties, many of which are beyond our control that could cause actual results to differ materially from such statements. Factors that could cause actual results to differ materially include, without limitation: the ability of the Company to continue as a going concern; the evaluation of various alternatives, including, but not limited to, the sale of some or all of its assets, infusion of capital, debt restructuring and the filing and ultimate approval of a plan of reorganization with the Bankruptcy Court, or any combination of these options; the ability of the Company to obtain court approval with respect to motions in the Chapter 11 proceeding filed by it from time to time; the ability of the Company to operate pursuant to the covenants, terms and certifications of its DIP financing facility as amended and restated; the ability of the Company to negotiate an extension (if necessary) or refinance its DIP financing facility, which expires on February 9, 2008; the Company’s ability to implement its business plan developed as a basis for its discussion regarding one or more plans of reorganization; the Company’s ability to obtain concessions from its unionized workforce to reduce costs and allow for greater flexibility in the method and manner of distributing its products; the ability of the Company to develop, propose, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 proceeding; risks associated with failing to obtain court approval for one or more extensions to the exclusivity period for the Company to propose and confirm one or more plans of reorganization or with third parties seeking and obtaining court approval to terminate or shorten any such exclusivity period, for the appointment of a Chapter 11 trustee or to convert the Chapter 11 proceeding to a Chapter 7 proceeding; the Company’s ability to successfully reject unfavorable contracts and leases; the duration of the Chapter 11 process; risks associated with the Company’s restructuring activities, including the risks associated with achieving the desired savings in connection with its profit center restrcturing and bakery and route consolidations; the ability of the Company to obtain and maintain adequate terms with vendors and service providers; the potential adverse impact of the Chapter 11 proceeding on the Company’s liquidity or results of operations; risks associated with cost increases in materials, ingredients, energy and employee wages and

benefits; the instructions, orders and decisions of the bankruptcy court and other effects of legal and administrative proceedings, settlements, investigations and claims; the significant time that will be required by management to structure and implement a plan of reorganization, as well as to evaluate the Company’s various alternatives discussed above; risks associated with product price increases, including the risk that such actions will not effectively offset inflationary cost pressures and may adversely impact sales of the Company’s products; the effectiveness of the Company’s efforts to hedge its exposure to price increases with respect to various ingredients and energy; the ability of the Company to attract, motivate and/or retain key executives and employees; changes in our relationship with employees and the unions that represent them; obligations and uncertainties with respect to a defined benefit pension plan to which we contribute; costs associated with increased contributions to single employer, multiple employer or multi-employer pension plans; the impact of any withdrawal liability arising under the Company’s multi-employer pension plans as a result of prior actions or current consolidations; the effectiveness and adequacy of our information and data systems; changes in general economic and business conditions (including in the bread and sweet goods markets); changes in consumer tastes or eating habits; acceptance of new product offerings by consumers and the Company’s ability to expand existing brands; the performance of the Company’s recent new product introductions, including the success of such new products in achieving and retaining market share; the effectiveness of advertising and marketing spending; any inability to protect and maintain the value of the Company’s intellectual property; future product recalls or food safety concerns; actions of competitors, including pricing policy and promotional spending; bankruptcy filings by customers; costs associated with environmental compliance and remediation; actions of governmental entities, including regulatory requirements; the outcome of legal proceedings to which we are or may become a party; business disruption from terrorist acts, our nation’s response to such acts and acts of war; and other factors.

These statements speak only as of the date of this Current Report on Form 8-K, and we disclaim any intention or obligation to update or revise any forward-looking statements to reflect new information, future events or developments or otherwise, except as required by law. We have provided additional information in our filings with the SEC, which readers are encouraged to review, concerning other factors that could cause actual results to differ materially from those indicated in the forward-looking statements.

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 Chapter 11 proceeding to each of these liabilities and/or securities. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

99.1	Interstate Bakeries Corporation Consolidated Monthly Operating Report for the four week period ended June 30, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2007	INTERSTATE BAKERIES
	CORPORATION


	By:	/s/ J. Randall Vance
		J. Randall Vance
		Senior Vice President, Chief
		Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description

99.1	Interstate Bakeries Corporation Consolidated Monthly Operating Report for the four week period ended June 30, 2007

Case Name: Interstate Bakeries
Corporation & All Subsidiaries				Case No: 04-45814-jwv-11

	Consolidated Monthly Operating Report Summary
	For The Four Weeks Ended and as of June 30, 2007
REVENUE
Gross Income					$	237,073,331
Less Cost of Goods Sold						112,264,358
	Ingredients, Packaging & Outside Purchasing	$	58,631,493
	Direct & Indirect Labor		41,282,066
	Overhead & Production Administration		12,350,799
Gross Profit						124,808,973

OPERATING EXPENSES
Owner - Draws/Salaries			-
Selling & Delivery Employee Salaries			53,481,654
Advertising and Marketing			2,726,255
Insurance (Property, Casualty, & Medical)			12,266,408
Payroll Taxes			4,599,731
Lease and Rent			3,117,976
Telephone and Utilities			999,136
Corporate Expense (Including Salaries)			6,312,700
Other Expenses			29,460,579	(i)
Total Operating Expenses						112,964,439
	EBITDA					11,844,534
Restructuring & Reorganization Charges			1,783,987	(ii)
Depreciation and Amortization			5,239,532
Abandonment			-
Other( Income)/Expense			8,456
Gain/Loss Sale of Prop			-
Interest Expense			3,732,318
Operating Income (Loss)						1,080,241
Income Tax Expense (Benefit)			28,086
Net Income (Loss)					$	1,052,155


CURRENT ASSETS
	Accounts Receivable at end of period				$	150,209,734
	Increase (Decrease) in Accounts Receivable for period					(1,964,971	)
	Inventory at end of period					66,274,121
	Increase (Decrease) in Inventory for period					591,611
	Cash at end of period					63,629,571
	Increase (Decrease) in Cash for period					(3,582,410	)
	Restricted Cash					15,085,316		(iii)
	Increase (Decrease) in Restricted Cash for period					-

LIABILITIES
	Increase (Decrease) Liabilities Not Subject to Compromise					(7,789,150	)
	Increase (Decrease) Liabilities Subject to Compromise					186,787
	Taxes payable:
	Federal Payroll Taxes	$	5,029,289
	State/Local Payroll Taxes		2,477,676
	State Sales Taxes		692,618
	Real Estate and
	Personal Property Taxes		7,650,529
	Other (see attached supplemental schedule)		3,792,666
	Total Taxes Payable					19,642,778

See attached supplemental schedule for footnoted information.

IBC
Other Taxes Payable - Supplemental Schedule
for period ended
June 30, 2007



	Description	Amount

	Use Tax	$	750,818
	Accr. Franchise Tax		1,147,097
	Other Taxes		1,894,751

	Total Other Taxes Payable	$	3,792,666


		1st period
(i) Other Expenses included the following items:
	Employee benefit costs		13,110,393
	Facility costs (excluding lease expense)		1,039,851
	Distribution/transportation costs		12,060,111
	Local promotional costs		1,036,165
	Miscellaneous		2,214,059
		$	29,460,579

(ii) Restructuring and reorganization expenses for the period included:
	Restructuring expenses
	(Gain)/loss on sale of assets		0
	Asset impairments		0
	Other		33,897
	Reorganization expenses
	Professional fees		1,804,058
	Interest income		(129,752	)
	Adjustments to lease rejection expense		2,528
	KERP & restructuring bonus plans		73,256
	(Gain)/loss on sale of assets		0
		$	1,783,987

(iii) Restricted cash represents cash held as collateral pursuant to IBC's debtor-in-possession credit facility.

Note: Capital expenditures for the period totaled approximately $1.9 million.