-----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, EKqiIDY5s1ivoaSjGOEKHRcjs1Cjsl/8w1HgCeKqO0UIlrB7r92xnMHKh4f6TNb0 2Btur94EZP/VBVoIVdEJEg== 0000912057-01-508284.txt : 20010416 0000912057-01-508284.hdr.sgml : 20010416 ACCESSION NUMBER: 0000912057-01-508284 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010409 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRADLEES INC CENTRAL INDEX KEY: 0000887356 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 043156108 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11134 FILM NUMBER: 1600927 BUSINESS ADDRESS: STREET 1: 1 BRADLESS CIRCLE STREET 2: P O BOX 9051 CITY: BRAINTREE STATE: MA ZIP: 02184 BUSINESS PHONE: 7813803000 MAIL ADDRESS: STREET 1: ONE BRADLEES CIRCLE STREET 2: P O BOX 9051 CITY: BRAINTREE STATE: MA ZIP: 02184 8-K 1 a2045124z8-k.txt FORM 8-K UNITED STATES 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): APRIL 9, 2001 --------------------------------------------------------------- BRADLEES, INC. (Exact Name of Registrant As Specified In Its Charter) MASSACHUSETTS (State or Other Jurisdiction of Incorporation) 1-11134 04-3156108 ------- ---------- (Commission File Number) (IRS Employer Identification No.) ONE BRADLEES CIRCLE, BRAINTREE, MASSACHUSETTS 02184 - --------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (781) 380-3000 -------------- (Registrant's telephone number, including area code) NOT APPLICABLE -------------- (Former name or former address, if changed since last report) Exhibit Index on Page 3 Page 1 or 13 (Including Exhibit) Item 5: OTHER EVENTS On December 26, 2000, Bradlees, Inc. (the "Company") and its subsidiaries filed for protection under Chapter 11 of the United States Bankruptcy Code. At that time, the Company disclosed that it planned to cease all business operations and proceed with a liquidation of its assets. The Company has completed its going-out-of-business sales, closed all of its stores, disposed of all of its inventory and is in the process of liquidating its remaining physical assets and real estate interests. In addition, on January 24, 2001 the Company's Common Stock was de-listed from trading on the NASDAQ national market system. The Company has disclosed that it is highly likely that there will be no payout to the stockholders as a result of the liquidation; therefore, trading in the Company's Common Stock is extremely limited. Under applicable bankruptcy requirements and procedures, the Company prepares and files with the Bankruptcy Court monthly operating statements, including summary unaudited consolidated statements of operations, consolidated balance sheets and consolidated statements of cash flow (the "Monthly Bankruptcy Statements"). In light of the substantial expense and undue hardship that would be incurred by the Company in preparing quarterly and annual reports on Forms 10-Q and 10-K, respectively (the "Quarterly/Annual Reports"), and in consideration of the belief that the Monthly Bankruptcy Statements provide investors with timely and sufficient information, the Company intends in accordance with SEC Release No. 34-9660 to cease filing Quarterly/Annual Reports with the Securities and Exchange Commission and instead will file the Monthly Bankruptcy Statements as exhibits to Current Reports on Form 8-K. Item 7: FINANCIAL STATEMENTS AND EXHIBITS Exhibit: 20 Monthly Operating Statement for the Period December 26, 2000 to February 3, 2001. INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE NO. - ---------- --------- -------- 20 Monthly Operating Statement for the Period 5 December 26, 2000 to February 3, 2001
BRADLEES, INC. AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BRADLEES, INC. Date: April 10, 2001 By: _____________________ Peter Thorner Chairman and Chief Executive Officer Date: April 10, 2001 By: _____________________ J. Gregory Ambro Senior Vice President and Chief Financial Officer EX-20 2 a2045124zex-20.txt EXHIBIT 20 WEIL, GOTSHAL & MANGES LLP Attorneys for the Debtors 767 Fifth Avenue New York, New York 10153 (212) 310-8000 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - ----------------------------------x Chapter 11 In re Case Nos. 00-16033 (BRL), 00-16035 (BRL) BRADLEES STORES, INC., ET AL., and 00-16036 (BRL) Debtors. Jointly Administered - ----------------------------------x MONTHLY OPERATING STATEMENT FOR THE PERIOD DECEMBER 26, 2000 TO FEBRUARY 3, 2001 Monthly Disbursements Made By the Debtors $81,481,000(1) ------------ Consolidated Monthly Operating Profit (Loss) ($23,840,900) ------------ REPORT PREPARER: Bradlees, Inc., Debtor One Bradlees Circle Braintree, MA 02184 THIS OPERATING STATEMENT MUST BE SIGNED BY A REPRESENTATIVE OF THE DEBTOR. - -------------------------------------------------------------------------- The undersigned, having reviewed the attached report and being familiar with the Debtors' financial affairs, verifies under the penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge. DATE: March 20, 2001 /s/ J. GREGORY AMBRO ----------------------------------- J. Gregory Ambro, Senior Vice President & Chief Financial Officer Indicate if this is an amended statement by checking here: Amended Statement _______ ________________________ (1) All disbursements were made by Bradlees Stores, Inc. No disbursements were made by either Bradlees, Inc. or New Horizons of Yonkers, Inc. during the period. IN RE BRADLEES STORES, INC. ET AL. CASE NOS. 00-16033 (BRL), 00-16035 (BRL) AND 00-16036 (BRL) PART 1 - FINANCIAL INFORMATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (DOLLARS IN THOUSANDS)
December 26, 2000 through February 3, 2001 SALES 0 - ----- GROSS MARGIN 0 Other Income 0 SG&A - ---- Store 6,549 Salaries Store Operating 2,815 Asset Protection 751 Occupancy 8,793 Advertising 437 Logistics 1,967 Home Office 7,165 Benefits 3,775 Less: Gordon Bros. Reimbursable Expense (28,517) ------------------- TOTAL SG&A 3,735 Depreciation & Amortization Expense 1,761 OPERATING PROFIT (LOSS) (5,496) Interest Expense 1,853 ------------------- EARN. (LOSS) BEFORE REORG. ITEMS (7,349) CHAPTER 11 LIQUIDATION ITEMS: Bankruptcy Expenses 0 Severance Payments 15,466 Professional Fees 700 Provision for Retention Bonuses 326 Interest Income 0 ------------------- TOTAL REORGANIZATION ITEMS 16,492 ------------------- NET (LOSS) ($23,841) ===================
IN RE BRADLEES STORES, INC. ET AL. CASE NOS. 00-16033 (BRL), 00-16035 (BRL) AND 00-16036 (BRL) CONSOLIDATED BALANCE SHEET (UNAUDITED) (DOLLARS IN THOUSANDS)
FEBRUARY 3, 2001 ASSETS Current assets: Cash $ 48,064 Accounts receivable 22,223 Inventories - Prepaid expenses 6,096 ------------------------ Total current assets 76,383 ------------------------ Property, plant and equipment, net: 880 Other assets: Lease interests at fair value, net 150,000 ------------------------ Total other assets 150,000 ------------------------ ------------------------ Total assets $ 227,263 ======================== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities subject to compromise Accounts Payable 99,520 Other Accrued Expenses 25,553 ------------------------ Total liabilities Subject to compromise 125,073 ------------------------ Liabilities not subject to compromise Current liabilities: Accounts payable $ 28,156 Accrued expenses 7,127 Revolver borrowings 71,394 Other liabilities 5,672 ------------------------ Total liabilities 112,349 ------------------------ Stockholders' equity: Common stock 9,954,599 shares outstanding Par value 100 Additional paid-in-capital 55,814 Accumulated deficit (66,073) ------------------------ Total stockholders' equity (10,159) ------------------------ Total liabilities and stockholders' equity $ 227,263 ========================
See accompanying notes to condensed consolidated financial statements. IN RE BRADLEES STORES, INC. ET AL. CASE NOS. 00-16033 (BRL), 00-16035 (BRL) AND 00-16036 (BRL) CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)
Cash flows from operating activities: Net loss ($23,841) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization expense 1,761 Amortization of deferred financing costs 197 Reduction in Gordon Brothers receivable 150,584 Changes in working capital and other, net (11,629) ------------------------ Net cash used by operating activities 117,072 Cash flows from investing activities: Proceeds from asset sale 2,120 ------------------------ Net cash provided by investing activities 2,120 Cash flow from financing activities: Net borrowings under revolver (98,842) Principal payments on notes and capital lease obligations (3) ------------------------ Net cash used in financing activities (98,845) Net increase (decrease) in cash 20,347 Cash - Beginning of year 27,717 ------------------------ Cash - End of period $ 48,064 ========================
See accompanying notes to condensed consolidated financial statements. IN RE BRADLEES STORES, INC., ET AL. CASE NOS. 00-16033 (BRL), 00-16035 (BRL) AND 00-16036 (BRL) FOOTNOTES TO THE FINANCIAL STATEMENTS 1. THE COMPANY The accompanying financial statements are the consolidated financial statements of Bradlees, Inc. and its subsidiaries Bradlees Stores, Inc. and New Horizons of Yonkers, Inc. (collectively, the "Debtors"). DEBTORS: - -------
NAME CASE NUMBER - ---- ----------- Bradlees, Inc. 00-16035 (BRL) Bradlees Stores, Inc. 00-16033 (BRL) New Horizons 00-16036 (BRL)
On December 26, 2000 (the "Commencement Date"), each of the Debtors commenced a case under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). The Debtors are in the process of winding down their business operations and liquidating their assets. Prior to the commencement of these cases, the Debtors operated discount department stores in the northeast United States. 2. BASIS OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements reflect the liquidation basis of accounting as required by generally accepted accounting principles. Under this method of accounting, assets are recorded at their estimated realizable values and recorded liabilities reflect the estimated remaining obligations. Liquidation accounting methods have been adopted as of December 25, 2000. Prior to that date, the company recorded the results of operations using accounting principles applicable to going concern entities. Because of the adoption of the liquidation basis of accounting, the presentation of comparable financial statements is not considered meaningful and has been omitted. 3. INVENTORY Prior to the commencement of these chapter 11 cases, the Debtors determined that the only way to preserve and maximize the value of the assets was to commence an orderly wind-down of their operations. In furtherance thereof, the Debtors held an auction for bids to conduct the liquidation sales of inventory for a guaranteed minimum return (the "Guaranteed Amount"). Following an auction on December 20, 2000, the Debtors retained Gordon Brothers Retail Partners LLC, et. al. ("Gordon Brothers") as the exclusive agent to conduct the inventory liquidation sales pursuant to an agency agreement dated December 20, 2000 (the "Agency Agreement"). Pursuant to the formula set in the Agency Agreement, the Debtors received $165,700,000 and currently expect to receive additional amounts from the gross sales that exceed certain thresholds established in the Agency Agreement. In addition to these payments, Gordon Brothers agreed to reimburse the Debtors for various expenses relating to conducting the going-out-of-business sales. By order of the Bankruptcy Court dated January 4, 2001, the Court authorized the Debtors to assume the Agency Agreement and to conduct going-out-of-business sales. 4. LEASE DESIGNATION RIGHTS Prior to the Commencement Date, the Debtors analyzed numerous inquires regarding the acquisition of some or all real property leases or the right to market and assign the Debtors' leasehold interests to third parties. Pursuant to that certain Lease Designation and Disposition Agreement dated January 11, 2001, the Debtors sold their "lease designation rights" in their non-residential real property leases to S&S/B Lease Disposition LLC ("Stop & Shop") for a minimum guaranteed amount of $150,000,000 plus certain additional sharing of proceeds above a specified recovery threshold. The Lease Designation and Disposition Agreement was approved by the Bankruptcy Court by an order dated February 6, 2001. 5. SECURED DEBT Pursuant to the Revolving Credit and Guaranty Agreement among Bradlees Stores, Inc. and its affiliates Bradlees, Inc. and New Horizons of Yonkers, Inc. as guarantors, Fleet Retail Finance, Inc. ("Fleet"), as administrative agent and the lenders thereto, dated February 2, 1999 (as amended, the "Revolver"), certain banks and other financial institutions (collectively, the "Prepetition Senior Lenders") agreed to make a revolving credit loan to Bradlees Stores, Inc. and its affiliates. The Revolver consists of a $250 million senior secured revolving line of credit (which includes $90 million available for the issuance of letters of credit IN RE BRADLEES STORES, INC., ET AL. CASE NOS. 00-16033 (BRL), 00-16035 (BRL) AND 00-16036 (BRL) FOOTNOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ("Tranche A"), a $20 million junior secured "last in last out" facility ("Tranche B"), and a $20 million secured and fully-funded facility ("Tranche C") that was entered into on June 29, 2000. The Revolver is secured by substantially all of the non-real estate assets of the Debtors and certain of their leases. Specifically, Tranches A and B are secured by substantially all of the Debtors' non-real estate assets. Tranche C is secured by a second lien on substantially all of the Debtors' non-real estate assets and a first lien on selected leasehold interests. As of the commencement of the Debtors' chapter 11 cases, the outstanding principal amount under the Revolver was $174,500,000, excluding letters of credit totaling approximately $25,800,000. Pursuant to the Debtors' wind-down efforts, and various orders of the Court in connection with the Debtors' use of cash collateral and sales of inventory and "lease designation rights," the Debtors applied the "Guaranteed Amount" obtained from the "going-out-of-business" sales and the Agency Agreement with Gordon Brothers related thereto, and certain proceeds from the Lease Designation and Disposition Agreement to pay Fleet and the Prepetition Senior Lenders all liquidated amounts owed under the Revolver. As of February 3, 2001, approximately $71.4 million (excluding letters of credit totaling approximately $9.4 million) was outstanding and due to the Prepetition Senior Lenders. 6. LIABILITIES SUBJECT TO COMPROMISE Pursuant to section 362 of the Bankruptcy Code, the commencement of the Chapter 11 cases imposes an automatic stay, applicable generally to litigants against the Debtors, creditors and other parties in interest preventing these parties from taking any action to collect, assess or recover claims against the Debtors that arose prior to the Commencement Date. As such, liabilities arising prior to the Commencement Date may not be paid without the prior approval of the Court. Creditors may, however, petition the Court for relief from the automatic stay. Liabilities arising prior to the Commencement Date, which include claims for damages arising from the rejection of certain leasehold interests subsequent to the Commencement Date, that could be settled as part of a chapter 11 plan are denoted as "Liabilities Subject to Compromise" (all or a portion of which may be disputed by the Debtors) and are detailed below. Other accrued expenses primarily consist of anticipated claims relating to employee expenses, contract rejections and litigation exposures.
FEBRUARY 3, 2001 ---------------- Accounts Payable $ 99,519,943 Other Accrued Expenses 25,552,826 ---------------- Total Liabilities Subject to Compromise $125,072,949 ================
7. RESTRUCTURING EXPENSE The following is a breakdown of restructuring expenses for the period December 26, 2000 through February 3, 2001:
FEBRUARY 3, 2001 ---------------- Severance expense $15,466,431 Stay Bonus Expense 326,000 Professional Fees 700,000 ---------------- Total $16,492,431 ================
8. INSURANCE Premiums to date for all insurance policies, including worker's compensation and disability insurance, have been fully paid and are in full force and effect. See Exhibit 1 IN RE BRADLEES STORES, INC., ET AL. CASE NOS. 00-16033 (BRL), 00-16035 (BRL) AND 00-16036 (BRL) FOOTNOTES TO THE FINANCIAL STATEMENTS (continued) 9. PAYROLL AND RELATED TAXES
Wages & Salaries Paid (gross) 34,461,218 Payroll Taxes W/H per EE's: Federal 4,600,090 OASDI 2,052,844 Medicare 495,668 Ct. 113,339 MA 736,165 Me 9,466 NJ 157,797 NJ - Un & Dis 50,154 NY 73,682 PA 52,614 Phil 16,523 PA -EIT's 9,686 PA - OPT's 4,460 Total Payroll taxes w/h by EE's 8,372,487 Payroll Taxes W/H per ER: FUTA 194,446 OASDI 2,052,844 Medicare 495,668 Ct. 93,326 MA 224,502 Me 2,599 NH 131 NJ 151,404 NY 59,794 PA 46,821 Total Payroll taxes w/h by ER 3,321,534 Total Payroll taxes w/h by EE & ER 11,694,021 Taxable Sales $169,468,382 Sales tax collected and remitted $ 9,230,761 Other Taxes: New Hampshire Income Tax $ 10,000 Various Property Taxes $ 1,127,088
IN RE BRADLEES STORES, INC., ET AL. CASE NOS. 00-16033 (BRL), 00-16035 (BRL) AND 00-16036(BRL) EXHIBIT 1 INSURANCE IN FORCE
- ----------------------------------------------------------------------------------------------------------------------------- EFFECTIVE COVERAGE BROKER INSURANCE COMPANY LIMITS POLICY NO. DATE - ----------------------------------------------------------------------------------------------------------------------------- Auto Truck Fleet; Marsh Hartford Insurance Co. $1,000,000 08UENDH5520-NJ 8/1/00 B/I, P/D - No Deductible 08MCP400522-MA - ----------------------------------------------------------------------------------------------------------------------------- Workers' Compensation (ME) Marsh MEMIC (ME) Statutory 1810038849 8/1/00 - ----------------------------------------------------------------------------------------------------------------------------- Excess W/C (other states) Marsh National Union Statutory 4158055 8/1/00 ($300,000 SIR - MA,NH,NJ,NY,PA) - ----------------------------------------------------------------------------------------------------------------------------- Excess W/C (CT only-$300,000 Deductible) Marsh Old Republic Statutory MWC10743600 5/31/00 - ----------------------------------------------------------------------------------------------------------------------------- Foreign CGL & non-owned Marsh CIGNA 1,000,000 PHF037196 8/1/00 Hired auto liability - ----------------------------------------------------------------------------------------------------------------------------- General & Umbrella Liability ($250,000 SIR) Primary Marsh Discover Re 750,000 DRE1543499 8/1/00 Lead Marsh Zurich 25,000,000 AUC368094600 8/1/00 Excess Marsh Federal (Chubb) 25,000,000 99 7966 57 73 8/1/00 Excess Marsh Professional Risk 50,000,000 EXC3994873 8/1/00 Agricultural Ins. ------------------------------------------------ Total General & Umbrella $100,750,000 - ----------------------------------------------------------------------------------------------------------------------------- Workers' Compensation Marsh St. Paul Fire & Marine Bonds (Self-Insured) 1,200,000 Pennsylvania 8/1/00 1,125,000 New Hampshire 8/1/00 6,500,000 Massachusetts 8/1/00 3,000,000 New Jersey 9/1/00 2,000,000 Connecticut 8/1/00 ----------------------------------------------- Total Worker's Compensation $13,825,000 - ----------------------------------------------------------------------------------------------------------------------------- Service Fee in lieu of Commission Marsh 8/1/00 Subtotal - General Liability & Compensation - ------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------- EXPIRATION ANNUAL COST COVERAGE DATE CURRENT PREVIOUS - ----------------------------------------------------------------------------------- Auto Truck Fleet; 8/1/2001 $13,717 (1) $11,474 B/I, P/D - No Deductible - ----------------------------------------------------------------------------------- Workers' Compensation (ME) 8/1/2001 21,399 21,216 - ----------------------------------------------------------------------------------- Excess W/C (other states) 8/1/2001 65,457 (1) 57,459 ($300,000 SIR - MA,NH,NJ,NY,PA) - ----------------------------------------------------------------------------------- Excess W/C (CT only-$300,000 Deductible) 5/31/2001 187,000 167,163 - ----------------------------------------------------------------------------------- Foreign CGL & non-owned 8/1/2001 2,594 (1) 2,125 Hired auto liability - ----------------------------------------------------------------------------------- General & Umbrella Liability ($250,000 SIR) Primary 8/1/2001 90,528 (2) 80,500 Lead 8/1/2001 51,746 (1) 48,611 Excess 8/1/2001 19,685 19,188 Excess 8/1/2001 26,350 25,584 ---------------------------------------- Total General & Umbrella $188,309 $173,883 - ----------------------------------------------------------------------------------- Workers' Compensation Bonds (Self-Insured) 8/1/2001 10,200 10,200 8/1/2001 9,568 9,568 8/1/2001 55,250 55,250 9/1/2001 38,250 38,250 8/1/2001 17,000 25,500 ---------------------------------------- Total Worker's Compensation $130,268 $138,768 - ----------------------------------------------------------------------------------- Service Fee in lieu of Commission 8/1/2001 99,000 99,000 Subtotal - General Liability & Compensation $707,744 $671,088 - -----------------------------------------------------------------------------------
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