-----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, BMsjxfUQjpbFzwAZLIP5ZAiNjM4Cn3Z/Hgu1ttjY4LttpKmvc7N7IJdDyTefJ2HB +HWaEQYdq0M44IEBTkSWKA== 0000950144-00-003169.txt : 20000315 0000950144-00-003169.hdr.sgml : 20000315 ACCESSION NUMBER: 0000950144-00-003169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000103 ITEM INFORMATION: FILED AS OF DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE MERCHANDISE CO INC CENTRAL INDEX KEY: 0000089107 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISC GENERAL MERCHANDISE STORES [5399] IRS NUMBER: 620816060 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09223 FILM NUMBER: 568667 BUSINESS ADDRESS: STREET 1: 7100 SERVICE MERCHANDISE DR CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6156606000 MAIL ADDRESS: STREET 1: PO BOX 24600 CITY: NASHVILLE STATE: TN ZIP: 37202 8-K 1 SERVICE MERCHANDISE COMPANY, INC. 1 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: January 3, 2000 SERVICE MERCHANDISE COMPANY, INC. (Debtor-in-Possession as of March 27, 1999) - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 1-9223 62-0816060 - -------------------------------------------- ------------------------ ------------------ (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 7100 Service Merchandise Boulevard, Brentwood, TN 37027 - --------------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 660-6000 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events - -------------------------------------------------------------------------------- Service Merchandise Company, Inc. (the "Company") has filed the Comparative Balance Sheets, Schedule of Postpetition Liabilities and Statement of Income (Loss) for its monthly operating report for the period commencing January 3, 1999 and ending January 30, 2000 (the "Operating Report") with the United States Bankruptcy Court for the Middle District of Tennessee, a copy of which is attached hereto as Exhibit 99, in connection with its voluntary petitions for reorganization under Chapter 11 of title 11 of the United States Bankruptcy Code in Case No. 399-02649. The Company cautions investors or potential investors not to place undue reliance upon the information contained therein. The Operating Report contains unaudited information, and is in a format, prescribed by the applicable bankruptcy laws. There can be no assurance that, from the prospective of an investor or potential investor in the Company's securities, the Operating Report is complete. The Operating Report also contains information for periods which may be shorter or otherwise different from those contained in the Company's reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such information may not be indicative of the Company's financial condition or operating results for the periods reflected in the Company's financial statements or in its reports pursuant to the Exchange Act and investors and potential investors in the Company's securities are cautioned to refer to the Exchange Act filings. Moreover, the Operating Report and other communications from the Company may include forward-looking statements subject to various assumptions regarding the Company's operating performance that may not be realized and subject to significant business, economic and competitive uncertainties and contingencies, including those described in this report, many of which are beyond the Company's control. Consequently such matters should not be regarded as a representation or warranty by the Company that such matters will be realized or are indicative of the Company's financial condition or operating results for future periods or the periods covered in the Company's reports pursuant to the Exchange Act. Actual results for such periods may differ materially from the information contained in the Operating Report and the Company undertakes no obligation to update or revise such Operating Report. The Company's liquidity, capital resources and results of operations are subject to a number of risks and uncertainties including, but not limited to, the following: approval of plans and activities by the Bankruptcy Court, including the proposed extension of the exclusivity period; the ability of the Company to continue as a going concern; the ability of the Company to operate pursuant to the terms of the DIP Facility; risks associated with third parties seeking and obtaining Court action to terminate or shorten the exclusivity period; the ability of the Company to operate successfully under a Chapter 11 proceeding, achieve planned sales and margin, and create and have approved a reorganization plan in the Chapter 11 Cases; potential adverse developments with respect to the Company's liquidity or results of operations; the ability of the Company to obtain shipments, negotiate and maintain terms with vendors and service providers for current orders; the ability to develop, fund and execute a Year 2000 Business Plan; the ability of the Company to attract, retain and compensate key executives and associates; competitive 2 3 pressures from other retailers, including specialty retailers and discount stores, which may affect the nature and viability of the Company's business strategy; trends in the economy as a whole which may affect consumer confidence and consumer demand for the types of goods sold by the Company; the seasonal nature of the Company's business and the ability of the Company to predict consumer demand as a whole, as well as demand for specific goods; the ability of the Company to attract and retain customers; costs associated with the shipping, handling and control of inventory and the Company's ability to optimize its supply chain; potential adverse publicity; real estate occupancy and development costs, including the substantial fixed investment costs associated with opening, maintaining or closing a Company store; uncertainties with respect to continued public trading in the Company's securities; and the ability to effect conversions to new technological systems. 3 4 SIGNATURES Pursuant to the requirements of Section 12 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. SERVICE MERCHANDISE COMPANY, INC. Date: March 13, 2000 By: /s/ C. Steven Moore -------------------------------------------- C. Steven Moore Senior Vice President, Chief Administrative Officer, Secretary and General Counsel 4 5 EXHIBIT INDEX
No. Exhibit - -------- ---------------------------------------------------------------- 99 Operating Report for the period ending January 30, 2000
EX-99 2 OPERATING REPORT 1 EXHIBIT 99 UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF TENNESSEE In re: Case No.: 399-02649 THROUGH 399-02680 ----------------------------------- SERVICE MERCHANDISE COMPANY, INC. --------------------------------------------- Judge: PAINE ----------------------------------- Chapter 11 Debtor(s) MONTHLY OPERATING REPORT FOR PERIOD ENDING January 30, 2000 ----------------- COMES NOW, SERVICE MERCHANDISE COMPANY, INC. ---------------------------------- Debtor-In-Possession, and hereby submits its Final Monthly Operating Report for the period commencing January 3, 2000 --------------- and ending January 30, 2000 as shown by the report and exhibits consisting of 7 pages and ---------------- -- containing the following as indicated: Monthly Reporting Questionnaire (Attachment 1) [X] Comparative Balance Sheets (Forms OPR-1 & OPR-2) Summary of Accounts Receivable (Form OPR-3) [X] Schedule of Postpetition Liabilities (Form OPR-4) Only the secured liability (postpetition) schedule was filed with the preliminary report. [X] Statement of Income (Loss) (Form OPR-5) I declare under penalty of perjury that this report and all the attachments are true and correct to the best of my knowledge and belief. I also hereby certify that the original Monthly Operating Report was filed with the Bankruptcy Court Clerk and a copy delivered to the U.S. Trustee. Date: 3/6/00 DEBTOR - IN - POSSESSION --------- By: /s/ Tom Garrett ------------------------------------------ Name and Title: TOM GARRETT, SENIOR VICE PRESIDENT & CFO ------------------------------------------ Address: 7100 SERVICE MERCHANDISE DRIVE ------------------------------------------ BRENTWOOD, TENNESSEE 37027 ------------------------------------------ Telephone No: 660-3477 ------------------------------------------
Note: Report subject to further verification and account reconciliation procedures 2 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (DEBTOR-IN-POSSESSION) (IN THOUSANDS)
January 30, January 2, 2000 2000 ----------- ----------- ASSETS Current Assets: Cash and cash equivalents (a) $ 28,695 $ 61,591 Accounts receivable 11,113 13,171 Inventories 675,440 642,997 Prepaid expenses and other assets 26,080 29,135 ----------- ----------- TOTAL CURRENT ASSETS 741,328 746,894 ----------- ----------- PROPERTY AND EQUIPMENT Owned assets, net of accumulated depreciation 351,000 353,078 Capitalized leases, net of accumulated amortization 14,673 14,636 ----------- ----------- TOTAL PROPERTY AND EQUIPMENT 365,673 367,714 ----------- ----------- Other assets and deferred charges 45,389 47,336 ----------- ----------- TOTAL ASSETS $ 1,152,390 $ 1,161,944 =========== =========== LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY Liabilities Not Subject To Compromise Current Liabilities: Notes payable to banks (b) $ 81,313 $ 42,977 Accounts payable 71,070 67,318 Accrued expenses 166,390 181,898 State & local sales tax (c) 9,743 28,737 Current maturities of long-term debt 1,000 1,000 Current maturities capitalized leases 86 86 ----------- ----------- TOTAL CURRENT LIABILITIES 329,601 322,016
3 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (DEBTOR-IN-POSSESSION) (IN THOUSANDS)
January 30, January 2, 2000 2000 ----------- ----------- Long-Term Liabilities: Long-term debt 98,250 98,500 Capitalized lease obligations 2,482 2,514 Liabilities Subject To Compromise: Accrued restructuring costs 46,035 46,691 Capitalized lease obligations 27,687 29,150 Long-term debt 428,869 429,507 Accounts payable 190,839 189,877 Accrued expenses 60,560 60,750 ----------- ----------- Total Liabilities Subject To Compromise 753,991 755,975 TOTAL LIABILITIES 1,184,323 1,179,005 ----------- ----------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' (DEFICIT) EQUITY Common stock 50,006 50,006 Additional paid-in-capital 6,424 6,424 Deferred compensation (688) (708) Accumulated other comprehensive loss -- -- Retained (deficit) earnings (87,674) (72,783) ----------- ----------- TOTAL SHAREHOLDERS' (DEFICIT) EQUITY (31,932) (17,061) TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY $ 1,152,390 $ 1,161,944 =========== ===========
Notes: (a) Cash and cash equivalents decreased primarily due to collection of in transit cash and pending electronic funds transfer for the New Year's holiday. (b) Notes payable to banks decreased due to revolver payments. (c) State and local sales tax decreased due to cash payments. 4 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: JANUARY 3, 1999 THROUGH JANUARY 30, 2000 SCHEDULE OF POST PETITION LIABILITIES-ACCOUNTS PAYABLE Month Ended: 01/30/2000 FORM OPR-4
Total Current ------- ------- Trade Accounts Payable (Merchandise) $71,070 $71,070 Total Current ------- ------- Expense & other payables $166,390 $166,390
5 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: JANUARY 3, 2000 THROUGH JANUARY 30, 2000 SCHEDULE OF POST PETITION LIABILITIES FORM OPR-4
Date Date Total 0-30 TAXES PAYABLE Incurred Due Due Days --------------------------------------------------------------- Federal income tax ** Various Various $ 7,552,588 $ 7,552,588 State income tax Various Various (3,253) (3,253) ------------------------------------- SUBTOTAL 7,549,335 7,549,335 ------------------------------------- Sales/use tax SUBTOTAL Various Various 9,743,335 9,743,335 ------------------------------------- Personal property tax * Various Various 1,555,395 1,555,395 Real estate taxes * Various Various 8,537,231 8,537,231 Inventory taxes * Various Various 0 0 Gross receipts/bus. licenses * Various Various 69,872 69,872 Franchise taxes * Various Various 548,350 548,350 ------------------------------------- SUBTOTAL 10,710,848 10,710,848 ------------------------------------- ------------------------------------- TOTAL TAXES PAYABLE $ 28,003,518 $ 28,003,518 =====================================
* liability included in accrued expenses on OPR-2 ** tax reserve 6 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (DEBTOR-IN-POSSESSION) (IN THOUSANDS)
ACTIVITY JANUARY 3, 2000 THROUGH JANUARY 30, 2000 ---------------- Net Sales $ 76,551 Costs of merchandise sold and buying and occupancy expense 60,373 -------- Gross margin after cost of merchandise sold and buying and occupancy expenses 16,178 Selling, General and Administrative Expenses: Net Employment Expense 23,627 Net Advertising 1,226 Banking and Other Fees 1,276 Real Estate and Other Taxes 1,733 Supplies 832 Communication and Equipment 407 Travel 256 UCC and Other Services (a) (3,745) Legal and Professional 364 Sales and Shipping 84 Insurance 251 Miscellaneous 63 Credit Card Services (70) -------- Total Selling, General and Administrative Expenses 26,303 Other expense/(income), net (2,425)
7 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (DEBTOR-IN-POSSESSION) (IN THOUSANDS) Restructuring charge (73) Depreciation and amortization 3,070 -------- Earnings (loss) before interest, reorganization items, and income tax (10,697) Interest expense - debt 2,926 Interest expense - capitalized leases 311 -------- Earnings (loss) before reorganization items, and income tax (13,934) Reorganization Items: Legal and Professional 808 Miscellaneous fees 133 Close Store Charges 23 -------- Total Reorganization Items 963 Earnings (loss) before income tax (14,897) Income tax benefit -- Cumulative Effect of Change in Accounting Principles -- -------- Net earnings (loss) $(14,897) ========
Note: (a) Includes Uniform Inventory Cost Capitalization adjustment to reflect revised estimate of inventoriable costs. -----END PRIVACY-ENHANCED MESSAGE-----