Attached files
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| 8-K - BORDERS GROUP INC 8-K 8-22-2011 - BORDERS GROUP INC | form8k.htm |
EXHIBIT 99.1
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United States Bankruptcy Court
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Southern District of New York
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In re:
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Chapter 11
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Borders Group, Inc. et al.:
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Case No. 11-10614
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Debtors:
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Monthly Operating Report for the Period
From June 26, 2011 to July 30, 2011
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Debtors' Address:
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100 Phoenix Drive
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Ann Arbor, MI 48108-2202
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Telephone: (734) 477-1100
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Debtors' Attorneys:
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David M. Friedman
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1633 Broadway
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New York, New York 10019
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Telephone: (212) 506-1700
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This Monthly Operating Report ("MOR") has been prepared solely for the purposes of complying with the monthly reporting requirements applicable in these Chapter 11 cases and is in a format that the Debtors believe is acceptable to the United States Trustee. The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with accounting principles generally accepted in the United States ("GAAP").
I declare under penalty of perjury that this report and the attached documents are true and correct to the best of my knowledge and belief.
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/s/ GLEN TOMASZEWSKI
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8/22/2011
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Glen Tomaszewski
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Vice President, Chief Accounting Officer and Controller
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Borders Group, Inc.
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SOUTHERN DISTRICT OF NEW YORK
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In re
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BORDERS GROUP INC., et al.
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Case No.
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11-10614
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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Federal Tax I.D. #
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38-3294588
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CORPORATE MONTHLY OPERATING REPORT
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REQUIRED
DOCUMENTS
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FORM
NO.
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DOCUMENT
ATTACHED
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EXPLANATION
ATTACHED
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Schedule of Cash Receipts and Disbursements
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MOR-1
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x
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Bank Reconciliation (or copies of debtor's bank reconciliations)
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MOR-1
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x
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Copies of bank statements
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x
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Cash disbursements journals
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x
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Statement of Operations
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MOR-2
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x
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Balance Sheet
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MOR-3
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x
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Status of Post-Petition Taxes
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MOR-4
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x
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Copies of IRS Form 6123 or payment receipt
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x
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Copies of tax returns filed during reporting period
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x
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Summary of Unpaid Post-Petition Debts
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MOR-4
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x
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Listing of Aged Accounts Payable
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MOR-4
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x
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Accounts Receivable Reconciliation and Aging
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MOR-5
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x
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Taxes Reconciliation and Aging (See MOR-7)
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x
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Payments to Insiders and Professionals
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MOR-6
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x
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Post-Petition Status of Secured Notes, Leases Payable
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MOR-6
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x
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Debtor Questionnaire
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MOR-7
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x
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FORM MOR
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In re
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BORDERS GROUP INC., et al.
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Case No.
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11-10614
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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NOTES TO MONTHLY OPERATING REPORT
The Monthly Operating Report includes activity from the following Debtors:
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Debtor
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Case Number
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Borders Group, Inc.
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11-10614
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Borders, Inc.
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11-10615
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Borders International Services, Inc.
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11-10616
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Borders Direct, LLC
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11-10617
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Borders Properties, Inc.
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11-10618
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Borders Online, Inc.
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11-10619
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Borders Online, LLC
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11-10620
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BGP (UK) Limited
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11-10621
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General Notes:
The financial statements and supplemental information contained herein are preliminary, unaudited, and may not comply in all material respects with accounting principles generally accepted in the United States ("GAAP"). In addition, the financial statements and supplemental information contained herein represent condensed combined information.
The accompanying unaudited consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the Company’s anticipated adoption of the liquidation basis of accounting. The Company intends to adopt the liquidation basis of accounting in its next Monthly Operating Report.
The unaudited consolidated financial statements have been derived from the books and records of the Debtors and include the results of operations for non-Debtor affiliates, which amounts are immaterial. This information has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP, and upon application of such procedures the financial information could be subject to material change.
The financial information contained herein is presented on a preliminary and unaudited basis and remains subject to future adjustment.
The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.
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In re
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BORDERS GROUP INC., et al.
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Case No.
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11-10614
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|
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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NOTES TO MONTHLY OPERATING REPORT
General Notes (continued):
On July 13, 2011, the Company entered into an Agency Agreement (the “Agency Agreement”) with Hilco Merchant Resources, LLC, Gordon Brothers Retail Partners, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC and Great American Group, LLC ("JV Parties"). The Agency Agreement provides for the sale in liquidation of the inventory, fixtures and other assets of all or substantially all of the Company’s retail book stores as well as certain other assets of the Company and its subsidiaries. On July 21, 2011, the Bankruptcy Court approved the Agency Agreement and authorized the Company to commence its sale in liquidation pursuant to the Agency
Agreement.
MOR-1
Cash is received as described in the Debtors' motion to approve their cash management system and is consistent with the Debtors' cash management practices. Cash receipts and disbursements related to intercompany transfers among the Debtor entities have also been excluded from the analysis.
MOR - 4
The Debtors believe they are paying all undisputed taxes and preparing and filing all tax returns when due or obtaining extensions where necessary.
MOR-6
The Debtors have not included any payments of normal course wages, benefits or the payment of board fees to insiders. The Debtors have also not reported payments to professionals utilized in the ordinary course of business.
MOR-7
The Debtors have paid certain pre-petition liabilities in accordance with orders approved by the Bankruptcy Court authorizing such payments. The Debtors believe that all undisputed post-petition accounts payable have been and are being paid according to agreed upon terms specific to each vendor and/or service provider. Any aged amounts represent items subject to valid disputes, and certain items which have been paid subsequent to the end of the reporting period.
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In re
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BORDERS GROUP INC., et al.
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Case No.
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11-10614
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS 1
($000s)
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Debtor
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Cash Receipts
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Combined Debtors
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$ | 381,260 | ||||||
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Total Cash Receipts
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$ | 381,260 | ||||||
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Debtor
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Case Number
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Cash Disbursements
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Borders Group, Inc.
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11-10614 | $ | (6,853 | ) | ||||
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Borders, Inc.
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11-10615 | (322,543 | ) | |||||
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Borders International Services, Inc.
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11-10616 | - | ||||||
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Borders Direct, LLC
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11-10617 | (6,658 | ) | |||||
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Borders Properties, Inc.
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11-10618 | (23 | ) | |||||
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Borders Online, Inc.
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11-10619 | - | ||||||
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Borders Online, LLC
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11-10620 | - | ||||||
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BGP (UK) Limited
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11-10621 | - | ||||||
| Total Cash Disbursements | $ | (336,077 | ) | |||||
Notes
1 - Amounts exclude receipts/disbursements made on behalf of the Debtors that did not flow through a Debtor bank account.
FORM MOR - 1
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In re
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BORDERS GROUP INC., et al.
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Case No.
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11-10614
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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BANK RECONCILIATIONS 1, 2, 3
($000s)
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Debtor
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Case Number
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Bank and Account Description
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Bank Account No.
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Bank Balance
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Borders Group, Inc.
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11-10614 |
BGI Concentration Account
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1001738167 | $ | 142 | ||||||||
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Borders, Inc.
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11-10615 |
Bank of America Corporate Depository
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4427082445 | 7,685 | |||||||||
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Borders, Inc.
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11-10615 |
Borders Inc. Concentration Acct
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1001744196 | 40,197 | |||||||||
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Borders, Inc.
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11-10615 |
Waldenbooks Concentration Acct
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66724060 | 199 | |||||||||
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Borders, Inc.
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11-10615 |
Waldenbooks A/R
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66724126 | 24 | |||||||||
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Borders, Inc.
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11-10615 |
PNC Lockbox
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4600091098 | 18 | |||||||||
| $ | 48,265 | ||||||||||||
Notes
1 - The Debtors have not included copies of bank statements or cash disbursement journals due to the voluminous nature of these reports.
2 - The Debtors reconcile their bank accounts on a monthly basis.
3 - The Debtors have excluded accounts with no balance as of the end of the reporting period and have also excluded accounts that receive cash deposits from local stores and corporate/institutional customers which amounts are regularly swept either to the Debtors' primary accounts listed above.
FORM MOR - 1 (CONT'D)
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In re
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BORDERS GROUP INC., et al.
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Case No.
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11-10614
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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STATEMENT OF OPERATIONS
($MM)
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Jul-11
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Sales
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$ | 94.7 | ||
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Other revenue
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57.5 | |||
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Total revenue
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152.2 | |||
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Cost of merchandise sold (includes occupancy) 1
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284.7 | |||
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Gross margin
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(132.5 | ) | ||
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Selling, general and administrative expenses
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38.2 | |||
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Asset impairments and other writedowns 2
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135.2 | |||
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Operating income (loss)
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(305.9 | ) | ||
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Interest expense (income)
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2.4 | |||
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Loss on extinguishment of debt
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10.1 | |||
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Total interest expense
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12.5 | |||
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Income (loss) from continuing operations before reorganization items and income taxes
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(318.4 | ) | ||
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Reorganization items, net
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9.4 | |||
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Income (loss) from continuing operations before income taxes
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(327.8 | ) | ||
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Income tax provision (benefit)
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0.4 | |||
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Net income (loss)
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$ | (328.2 | ) | |
Notes
1 - Includes a charge to reduce the value of inventory to reflect an anticipated recovery value less than cost, as a result of the Agency Agreement.
2 - During the period it was determined that long-lived assets met the criteria for classification as held for sale, and the Company recorded impairment charges to adjust all long-lived assets to the lower of their carrying value or their fair value less costs to sell.
FORM MOR - 2
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In re
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BORDERS GROUP INC., et al.
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Case No.
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11-10614
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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BALANCE SHEET
($MM)
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Jul-11
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Assets
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Current assets:
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Cash and cash equivalents
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$ | 114.5 | ||
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Merchandise inventories
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208.5 | |||
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Accounts receivable and other current assets
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62.8 | |||
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Total current assets
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385.8 | |||
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Property and equipment, held for sale
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10.1 | |||
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Other assets
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22.3 | |||
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Total assets
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$ | 418.2 | ||
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Liabilities and Stockholders' Equity (Deficit)
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Current liabilities:
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Short-term capital lease liability
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1.1 | |||
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Trade accounts payable
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7.5 | |||
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Accrued payroll and other liabilities
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338.7 | |||
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Taxes, including income taxes
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33.0 | |||
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Total current liabilities
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380.3 | |||
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Long-term capital lease liability
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0.8 | |||
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Other long-term liabilities
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134.4 | |||
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Liabilities subject to compromise
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607.5 | |||
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Total liabilities
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1,123.0 | |||
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Stockholders' equity (deficit):
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Common stock
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187.4 | |||
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Retained deficit
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(892.2 | ) | ||
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Total stockholders' equity (deficit)
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(704.8 | ) | ||
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Total liabilities and stockholders' equity (deficit)
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$ | 418.2 | ||
FORM MOR - 3
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In re
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BORDERS GROUP INC., et al.
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Case No.
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11-10614
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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STATUS OF POST-PETITION TAXES 1, 3
($000s)
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Federal
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Beginning
Tax
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Amount Withheld
and/or Accrued
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Amount
Paid
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Ending
Tax
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||||||||||||
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Withholding
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$ | - | $ | 1,877 | $ | 1,877 | $ | - | ||||||||
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FICA-Employee
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- | 1,043 | 1,043 | - | ||||||||||||
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FICA-Employer
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- | 1,410 | 1,410 | - | ||||||||||||
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Unemployment
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178 | (50 | ) | 178 | (50 | ) | ||||||||||
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Total Federal Taxes
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$ | 178 | $ | 4,280 | $ | 4,508 | $ | (50 | ) | |||||||
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State and Local
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Withholding
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$ | 54 | $ | 566 | $ | 544 | $ | 76 | ||||||||
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Sales
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- | 5,237 | 5,237 | - | ||||||||||||
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Unemployment
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987 | 275 | 987 | 275 | ||||||||||||
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Business Licenses
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- | 25 | 25 | - | ||||||||||||
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Real Property 2
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- | - | - | - | ||||||||||||
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Personal Property
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- | 23 | 23 | - | ||||||||||||
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Income/Franchise
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- | 17 | 17 | - | ||||||||||||
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Total State and Local Taxes
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$ | 1,041 | $ | 6,143 | $ | 6,833 | $ | 351 | ||||||||
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Total Taxes
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$ | 1,219 | $ | 10,423 | $ | 11,341 | $ | 301 | ||||||||
Notes
1 - The Debtors have not included copies of Form 6123 and tax returns filed during this period due to the voluminous nature of these reports.
2 - The Debtors do not own any real property. Real estate taxes paid by the Debtors are paid as part of an underlying lease obligation and the failure to pay such lease payments would not result in claims by the taxing authority against the Debtors.
3 - The Debtors believe they are paying all undisputed taxes and preparing and filing all tax returns when due or obtaining extensions where necessary.
STATUS OF POST-PETITION DEBTS1
($000s)
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Aged by Due Date
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||||||||||||||||||||||||||||
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Description
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Current
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0-30 | 31-60 | 61-90 | 91-120 |
Over 120
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Total
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AP Merchandising 2, 3
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$ | 14,758 | $ | 14,700 | $ | (31,512 | ) | $ | (1,461 | ) | $ | (1,874 | ) | $ | - | $ | (5,389 | ) | ||||||||||
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AP Other
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2,169 | 588 | (358 | ) | (54 | ) | 30 | - | 2,375 | |||||||||||||||||||
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Total Post-Petition Debts
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$ | 16,927 | $ | 15,288 | $ | (31,870 | ) | $ | (1,515 | ) | $ | (1,844 | ) | $ | - | $ | (3,014 | ) | ||||||||||
Explain how and when Debtor intends to pay any past due post-petition debts.
Notes
1 - The Debtors believe they are paying all undisputed post-petition obligations according to terms. Aged amounts represent items subject to valid disputes, and certain items which have been paid subsequent to the end of the reporting period.
2 - The amounts in this table include payments made to vendors in advance of our receipt of goods. Because such payments are classified as “Accounts receivable and other current assets” in the accompanying Balance Sheet under Form MOR-3, the amounts reported under this table will differ from those reported as “Trade accounts payable” on the Balance Sheet. In addition, the “Trade accounts payable” amount includes accruals made for merchandise received prior to the Balance Sheet date, but for which no invoice had been received. Certain of these accruals are not included in the amounts shown under this Form MOR-4.
3 - The Debtors' net debit accounts payable balance for AP Merchandising is primarily due to prepayments made to publishers for post-petition orders.
FORM MOR - 4
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In re
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BORDERS GROUP INC., et al.
|
Case No.
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11-10614
|
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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ACCOUNTS RECEIVABLE RECONCILIATION AND AGING 1
($000s)
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Accounts Receivable Reconciliation
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Amount
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|||
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Total Accounts Receivable at the beginning of the reporting period
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$ | 4,375 | ||
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Plus: Amounts billed during the period
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716 | |||
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Less: Amounts collected during the period
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(1,197 | ) | ||
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Less: Amounts written off or returned during the period
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(809 | ) | ||
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Less: Bad Debt Estimate
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(276 | ) | ||
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Change in store accounts receivable, net
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(1,566 | ) | ||
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Total Accounts Receivable at the end of the reporting period
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$ | 2,809 | ||
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Accounts Receivable Aging
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Amount
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|||
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0-30 days old
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$ | 1,710 | ||
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31-60 days old
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124 | |||
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61-90 days old
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378 | |||
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91-120 days old
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408 | |||
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121+ days old
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465 | |||
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Total Aged Accounts Receivable
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3,085 | |||
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Less: Bad Debts (Amounts considered uncollectible)
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(276 | ) | ||
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Net Accounts Receivable
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$ | 2,809 | ||
Notes
1 - "Accounts receivable and other current assets” in the accompanying Balance Sheet under Form MOR-3 includes certain items not included in this table, including various prepaid asset amounts (including prepaid debt issuance costs relating to our debtor-in-possession financing facility, prepaid merchandise inventories, and prepaid supplies).
FORM MOR - 5
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In re
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BORDERS GROUP INC., et al.
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Case No.
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11-10614
|
|
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Debtor
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Reporting Period:
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6/26/11 - 7/30/11
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PAYMENTS TO INSIDERS 1
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Name
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Type of Payment
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Amount Paid 2
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Total Paid to Date
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||||||
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Scott Henry
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Employment Agreement Signing Incentive
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$ | 50,000 | $ | 100,000 | ||||
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Glen Tomaszewski
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Employment Agreement Transition Incentive
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50,000 | 100,000 | ||||||
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Michele Cloutier
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Employment Agreement Signing Incentive
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- | 50,000 | ||||||
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Total Payments to Insiders
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$ | 100,000 | $ | 250,000 | |||||
Notes
1 - Payments to insiders excludes ordinary wages, board fees, benefits and expense reimbursements that occurred during the reporting period.
2 - Represents payments made from June 26, 2011 - July 30, 2011.
PAYMENTS TO PROFESSIONALS
|
Name
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Date of
Court Order
Authorizing Payment
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Amount
Approved 1
|
Amount
Paid 2
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Total Paid
To Date 1
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Total Incurred
& Unpaid
|
||||||||||||
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AP Services, LLC
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March 16, 2011
|
$ | 7,871,099 | $ | 3,350,983 | $ | 7,871,099 | $ | - | ||||||||
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Baker & McKenzie
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March 15, 2011
|
261,802 | 25,396 | 210,195 | 51,607 | ||||||||||||
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BDO USA, LLP
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April 7, 2011
|
1,497,800 | 214,407 | 1,204,934 | 292,866 | ||||||||||||
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Deloitte Tax LLP
|
April 7, 2011
|
355,372 | 40,768 | 284,079 | 71,293 | ||||||||||||
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Deloitte Consulting LLP
|
April 7, 2011
|
458,305 | 78,770 | 378,542 | 79,763 | ||||||||||||
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Deloitte Consulting LLP
|
April 7, 2011
|
694,334 | 42,957 | 559,845 | 134,489 | ||||||||||||
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Dickinson Wright PLLC
|
March 15, 2011
|
392,327 | 98,611 | 315,141 | 77,186 | ||||||||||||
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DJM Realty Services, LLC
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March 16, 2011
|
279,562 | 91,971 | 226,659 | 52,903 | ||||||||||||
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Ernst & Young LLP
|
April 7, 2011
|
284,964 | 21,793 | 194,755 | 90,209 | ||||||||||||
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The Garden City Group, Inc.
|
February 17, 2011
|
817,718 | 19,401 | 793,690 | 24,028 | ||||||||||||
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Jefferies & Company, Inc.
|
March 16, 2011
|
655,617 | 163,001 | 525,617 | 130,000 | ||||||||||||
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Kasowitz, Benson, Torres & Friedman LLP
|
March 15, 2011
|
2,510,020 | 545,138 | 1,978,633 | 531,387 | ||||||||||||
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Lowenstein Sandler PC
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April 7, 2011
|
1,046,466 | 244,106 | 818,897 | 227,569 | ||||||||||||
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Mercer (US) Inc.
|
April 7, 2011
|
82,791 | - | 36,536 | 46,255 | ||||||||||||
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Total Payments to Professionals
|
$ | 17,208,177 | $ | 4,937,302 | $ | 15,398,622 | $ | 1,809,555 | |||||||||
Notes
1 - Represents amounts approved and payments made from the date of each firm's retention through July 30, 2011.
2 - Represents payments made from June 26, 2011 - July 30, 2011.
POST-PETITION STATUS OF SECURED NOTES, LEASES PAYABLE
AND ADEQUATE PROTECTION PAYMENTS
($000s)
|
Name of Creditor
|
Scheduled Monthly
Payment Due
|
Amount Paid
During Reporting Period
|
||||||
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DIP Principal - Term Loan 1
|
N/A | $ | 36,615 | |||||
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DIP Principal - Revolver 1
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N/A | 117,981 | ||||||
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DIP Interest - Term Loan
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$ | 39 | 39 | |||||
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DIP Interest - Revolver
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$ | 441 | 441 | |||||
|
Leases Payable 2
|
$ | 11,550 | 22,559 | |||||
|
Adequate Assurance Payments - Utilities
|
N/A | - | ||||||
|
Total Payments
|
$ | 177,635 | ||||||
Notes
1 - Principal payments on the DIP Term Loan and Revolver include payoff of entire outstanding balances. Per the Agency Agreement, these payments were made directly from the JV Parties to the DIP Lenders.
2 - Lease payments reflect certain payments made in late July 2011 for rent due in early August 2011.
FORM MOR - 6
|
In re
|
BORDERS GROUP INC., et al.
|
Case No.
|
11-10614
|
|
|
Debtor
|
Reporting Period:
|
6/26/11 - 7/30/11
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DEBTOR QUESTIONNAIRE
| Must be completed each month. If the answer to any of the questions is "Yes", provide a detailed explanation of each item. Attach additional sheets if necessary. |
Yes
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No
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1
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Have any assets been sold or transferred outside the normal course of business this reporting period?
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X
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2
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Have any funds been disbursed from any account other than a debtor in possession account this reporting period?
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X
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3
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Is the Debtor delinquent in the timely filing of any post-petition tax returns?
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X
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4
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Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?
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X
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5
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Is the Debtor delinquent in paying any insurance premium payment?
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X
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6
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Have any payments been made on pre-petition liabilities this reporting period?
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X
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7
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Are any post-petition receivables (accounts, notes or loans) due from related parties?
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X
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8
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Are any post-petition payroll taxes past due?
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X
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9
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Are any post-petition State or Federal income taxes past due?
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X
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10
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Are any post-petition real estate taxes past due?
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X
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11
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Are any other post-petition taxes past due?
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X
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12
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Have any pre-petition taxes been paid during this reporting period?
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X
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13
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Are any amounts owed to post-petition creditors delinquent?
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X
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14
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Are any wages payments past due?
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X
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15
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Have any post-petition loans been received by the Debtor from any party?
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X
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16
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Is the Debtor delinquent in paying any US Trustee fees?
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X
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17
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Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?
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X
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18
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Have the owners or shareholders received any compensation outside of the normal course of business?
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X
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Explanations
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1
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The Debtors have sold assets pursuant to the Order Approving Agency Agreement, Store Closing Sales and Related Relief entered under
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Docket #91 on February 18, 2011.
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6
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The Debtors have made payments on account of pre-petition liabilities in accordance with Orders of the Bankruptcy Court specifically
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authorizing payment of such liabilities.
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10
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The Debtors do not own real property.
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12
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The Debtors have paid certain pre-petition taxes as permitted under the Final Order Pursuant to 11 U.S.C. Section 105(a), 363(b), 507(a)(8)
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and 541 and Fed. R. Bankr. P. 6003 and 6004 Authorizing Debtors to Pay Pre-petition Taxes and Assessments entered under Docket #388
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on March 15, 2011.
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FORM MOR - 7