-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RA2LveIMyJsOJtiU1mBPOh/d6DR7GB2WW3CGdfXY+f6aKTrQcBHQC6QBBJJxvcIv cEnoa85n1kP5BH4mkLNtww== 0000085149-96-000001.txt : 19960202 0000085149-96-000001.hdr.sgml : 19960202 ACCESSION NUMBER: 0000085149-96-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951230 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960201 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSES STORES INC CENTRAL INDEX KEY: 0000085149 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 560382475 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00631 FILM NUMBER: 96509874 BUSINESS ADDRESS: STREET 1: PO DRAWER 947 STREET 2: 218 S GARNETT ST CITY: HENDERSON STATE: NC ZIP: 27536 BUSINESS PHONE: 9194302600 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 1995 ROSE'S STORES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-631 56-0382475 (Commission File Number) (IRS Employer Identification No.) 218 S. Garnett Street Henderson, North Carolina 27536 (Address of principal executive offices) (Zip Code) (919) 430-2600 (Registrant's telephone number, including area code) Item 5: OTHER EVENTS Beginning February 1, 1996, the Company will distribute to its banks and other lenders, principal trade vendors and factors, the monthly and year-to- date financial results and other financial data for the period ended December 30, 1995 (fiscal December), together with projected financial information for similar periods as contained in the Company's revised plan for the year ending January 27, 1996 (the "Revised Plan"). Such financial results are attached hereto as Exhibit 20, and are incorporated by reference herein. Such financial monthly results and other financial data and information concerning the Revised Plan are being reported publicly solely because they are being distributed to a large number of the Company's principal trade vendors, banks, and other lenders and factors to facilitate their credit analyses. These results should not be relied upon for any other purpose and should be read in conjunction with the Company's Form 10-K for fiscal 1994 and Forms 10-Q for the first quarter, second quarter, and third quarter of 1995. Although the Company is publicly reporting its monthly results during fiscal 1995, the Company does not believe it is obligated to provide such information indefinitely and may cease making such disclosures and updates at any time. Moreover, the Company does not believe that it is obligated to update monthly results to reflect subsequent events or developments. For information concerning the Revised Plan, including the limitations thereof and certain assumptions made in its formulation, reference is made to the Company's Current Report on Form 8-K, dated September 2, 1995. Item 7: PROJECTIONS, FINANCIAL STATEMENTS Exhibit: 20 Unaudited financial results for the four weeks and 48 weeks ended December 30, 1995 (fiscal December) 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. ROSE'S STORES, INC. Date: February 1, 1996 By: /s/ Jeanette R. Peters Jeanette R. Peters Senior Vice President Chief Financial Officer PAGE Exhibit 20 Page 1 of 4 ROSE'S STORES, INC. DECEMBER INCOME STATEMENTS (Amounts in 000's)
1995 1995 | 1994 DECEMBER DECEMBER | DECEMBER ACTUAL REV. PLAN| ACTUAL | Gross Sales 89,342 98,629 | 99,663 Less: Lease department sales 2,316 2,643 | 2,687 Net Sales 87,026 95,986 | 96,976 | FIFO Gross Margin 19,106 24,636 | 21,202 % to Sales 21.95% 25.67% | 21.86% | Leased Department Income 626 691 | 695 SG&A 8,458 13,345 | 13,852 _________________________________________________________________________________________ EBITDA - PRE-LIFO 11,274 11,982 | 8,045 _________________________________________________________________________________________ Depreciation & Amortization Expense (Benefit) (287) (314) | 718 Interest Expense 484 442 | 280 LIFO Expense (Benefit) - - | (353) Reorganization Costs (Benefit) - - | 912 Non-cash Income Tax Expense (Benefit) 4,209 4,504 | - ________________________________________________________________________________________ NET INCOME (LOSS) 6,868 7,350 | 6,488 ________________________________________________________________________________________ Note (1): The Company currently operates 105 stores compared to 113 last year. Note (2): Beginning in May, 1995, the income statements reflect the application of Fresh Start accounting as described in the Company's quarterly report on Form 10-Q, dated April 29, 1995, and are therefore not comparable to the prior year. Note (3): December 1995 Actual SG&A includes a gain of $4,701 reflecting the effect of the termination of post-retirement health care benefits.
PAGE Exhibit 20 Page 2 of 4 ROSE'S STORES, INC. DECEMBER YTD INCOME STATEMENTS (Amounts in 000's)
1995 1995 | 1994 DECEMBER DECEMBER | DECEMBER YTD YTD | YTD ACTUAL REV. PLAN| ACTUAL | Gross Sales 665,380 676,483 | 717,920 Less: Lease department sales 20,538 21,574 | 23,502 Net Sales 644,842 654,909 | 694,418 | FIFO Gross Margin 154,846 162,759 | 167,911 % to Sales 24.01% 24.85% | 24.18% | Leased Department Income 4,654 4,731 | 5,021 SG&A 138,603 144,691 | 147,204 ____________________________________________________________________________________________ EBITDA - PRE-LIFO 20,897 22,799 | 25,728 ____________________________________________________________________________________________ Depreciation & Amortization Expense (Benefit) (454) (351) | 8,547 Interest Expense 5,678 5,871 | 5,661 LIFO Expense (Benefit) (364) (364) | (2,776) Reorganization Costs (69,644) (69,644) | 57,427 Non-cash Income Tax Expense (Benefit) 5,888 6,498 | - ____________________________________________________________________________________________ NET INCOME (LOSS) 79,793 80,789 | (43,131) ____________________________________________________________________________________________ Note (1): The Company currently operates 105 stores compared to 113 last year. Note (2): Beginning in May 1995, the income statements reflect the application of Fresh Start accounting as described in the Company's quarterly report on Form 10-Q, dated April 29, 1995, and are therefore not comparable to the prior year. If the Company had emerged from Chapter 11 at the beginning of the year, the application of Fresh Start accounting would have resulted in year-to-date net income on a pro forma basis of approximately $10,764. Note (3): Reorganization costs for 1995 include a gain on debt discharge of $90,924. Reorganization costs for 1994 include a $43,000 provision to close 59 stores in the second quarter of 1994. Note (4): December 1995 Actual SG&A includes a gain of $4,701 reflecting the effect of the termination of post-retirement health care benefits.
PAGE Exhibit 20 Page 3 of 4 ROSE'S STORES, INC. BALANCE SHEETS (Amounts in 000's)
1995 1995 | 1994 DECEMBER DECEMBER | DECEMBER ACTUAL REV. PLAN| ACTUAL ASSETS | CASH 768 3,000 | 17,375 INVENTORIES 153,187 158,514 | 114,239 OTHER CURRENT ASSETS 10,047 12,228 | 23,031 _______ _______ | ______ TOTAL CURRENT ASSETS 164,002 173,742 | 154,645 | NET PROPERTY 4,737 5,205 | 35,173 | LONG TERM ASSETS 221 - | 6,716 | TOTAL ASSETS 168,960 178,947 | 196,534 ======= ======= | ======= | LIABILITIES & EQUITY | ACCOUNTS PAYABLE 26,959 29,985 | 26,497 SHORT-TERM DEBT 23,980 26,836 | - OTHER CURRENT LIABILITIES 26,917 21,690 | 31,490 _______ _______ | _______ TOTAL CURRENT LIABILITIES 77,856 78,511 | 57,987 | PRE-PETITION CLAIMS - - | 156,571 EXCESS OF ASSETS OVER VALUE 38,387 41,680 | - OTHER LIABILITIES 1,194 5,668 | 6,951 DEFERRED INCOME 1,030 987 | 2,060 STOCKHOLDERS' EQUITY (DEFICIT) 50,493 52,101 | (27,035) | TOTAL DEBT & EQUITY 168,960 178,947 | 196,534 ======= ======= | ======= Note (1): The 1995 balance sheets reflect the application of Fresh Start accounting as described in the Company's quarterly report on Form 10-Q, dated April 29, 1995, and are therefore not comparable to the prior year. Note (2): The 1995 actual and planned inventories are for 106 stores. The 1994 inventories are for 113 stores and include a reserve for LIFO that was written off as part of Fresh Start accounting.
Exhibit 20 Page 4 of 4 ROSE'S STORES, INC. DECEMBER YTD CHANGES IN CASH (Amounts in 000's)
1995 1995 | 1994 DECEMBER DECEMBER | DECEMBER YTD YTD | YTD ACTUAL REV. PLAN| ACTUAL | Net earnings (loss) 79,793 80,789 | (43,131) Closed store provision - - | 43,000 Non-cash income tax expense (benefit) 5,888 6,498 | - Non-cash fresh start adjustments (73,491) (73,491) | - Non-cash cancellation of retirement benefit (4,701) - | - Other (865) (718) | 5,493 _______ _______ | _______ CASH PROVIDED (USED) BY OPERATIONS | BEFORE ASSET & LIABILITY CHANGES 6,624 13,078 | 5,362 | (Inc.) dec. in Inventories (8,349) (13,676) | 91,687 Inc. (dec.) in Accounts Payable 3,678 6,704 | (13,814) All other (5,393) (6,008) | (9,605) _______ _______ | _______ CASH PROVIDED (USED) BY OPERATIONS (3,440) 98 | 73,630 | INVESTING ACTIVITIES (4,944) (5,486) | (857) | FINANCING ACTIVITIES | Proceeds (payments) of pre-petition claims (30,381) (30,329) | (65,437) Proceeds (payments) of short-term debt 23,380 26,236 | - Capital lease payments (597) (609) | (1,916) Other 15,400 11,740 | - _______ _______ | _______ CASH PROVIDED (USED) BY FINANCING 7,802 7,038 | (67,353) | (DECREASE) INCREASE IN CASH (582) 1,650 | 5,420 ======== ======== | ======== Note (1): Beginning in May, 1995, the cash flows reflect the application of Fresh Start accounting as described in the Company's quarterly report on Form 10-Q, dated April 29, 1995, and are therefore not comparable to the periods prior to May, 1995.
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