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8-K - FORM 8-K - SEAL123 INCd62838d8k.htm

Exhibit 99.1

 

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re seal123, Inc. et al Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee before the end of the following month. Submit copy of report to any official committee appointed in the ease. REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit/Supplement Attached Schedule of Cash Receipts and Disbursements MOR-1 X Schedule of Bank Accounts with Book Balances MOR-la X Bank Reconciliation (or copies of debtor’s bank reconciliations) MOR-lb X Schedule of Professional Fees Paid MOR-1 c X Copies of bank statements Cash disbursements journals Statement of Operations MOR-2 X Balance Sheet MOR-3 X Status of Postpetition Taxes MOR-4 X Copies of IRS Form 6123 or payment receipt Copies of tax returns filed during reporting period Summary of Unpaid Postpetition Debts MOR-4 X Listing of aged accounts payable MOR-4 X Debtor Questionnaire MOR-5 X I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief. Signature of Debtor Date Signature of Joint Debtor Date December 4. 2015 Signature of Authorized Individual* Date Bill Langsdorf Chief Executive Officer Printed Name of Authorized Individual Title of Authorized Individual* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company


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In re Seal123, Inc. et al Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS FOR THE PERIOD NOVEMBER 1 to NOVEMBER 30, 2015 MOR -1 | Seal123, Inc. | Seal123 Retail | Seal123 Catalog| Seal123 GC | Total Company ccCompany | Company Cash Receipts Cash arid checks (See Note 1) 57 ——57 Credit card — ——Other — — Total receipts 57 ——57 Cash Disbursements Advertising Benefits/Medical — ——Freight out . — . Merchandise .— Other (See Note 2) 64 64 Payroll — ——Rent . — Sales tax — .— Temp help —— Total disbursements 64 64 Gen & Admin Expense Net Operating Cash Flow (7) — (7) Non-operating Professional Fees (See Note 3) 212 ——212 Capital Expenditure — ——Letter of credit — ——Total Non-operating disbursements 212— 212 Net Cash Flow (219) — (219) Disbursements for calculating US Trustee Quarterly Fees: Total disbursements 276 ——(219) US Trustee Fees (See Note 4) 2 0 0 0 3 Note 1: Per agreement with the buyer of debtor entities’ assets, buyer assumed responsibility to pay professionals for up to $1 million in charges incurred after 6/24/2015, The cumulative payments made by buyer approached that $1 million threshold on 11/11/2015, at which time buyer paid debtor the remainder of $56,738.25 to reach the threshold and debtor again began paying professional fees. Note 2: “Other” cash disbursements reflect consulting pay for the CEO/CRO, fees paid for EDGAR SEC reporting, quarterly fees paid to board members, and miscellaneous other admin costs. Note 3: Reflects payments to professionals per Court approval, dockets 1092, 1115, 1116, 1124, 1126, 1131, 1133 and 1151. Note 4: US Trustee fees reflected in the table above are subject to change as disbursements by debtor reflect only one month of the quarter.


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In re Seal 123, Inc. et al Case No. 1 5-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 Schedule of Bank Accounts with Book Balances Bank Account CONSOLIDATED Seal 123, Inc. Seal 123 Retail Seal 123 Catalog Seal 123 GC Cash—Seal 123, Inc. 6,186 6,186 Cash—BofA Inv (Cash collateralized LCs) (Note 1} 1,526 1,526 — 7,712 7,712 — Note 1: reflects standby letters of credit of $1,477 million, cash collateralized at 103%.


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In re Seal123, Inc. et al Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 Declaration Regarding the Status of Bank Reconciliations of the Debtors In re Seall23, Inc. et al I am the Chief Executive Officer for Seal123, Inc. et al, the above-captioned debtors and debtors in possession (collectively, the “sDebtors”). I am familiar with the Debtors’ day-to-day operations, business affairs and books and records. All statements in the Declaration are based on my personal knowledge, my review of the relevant documents, my discussions with former employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors’ operations and financial condition. If 1 were called upon to testify, I could and would testify to each of these facts set forth herein based on such personal knowledge, review of documents or opinion. I am authorized to submit this Declaration on behalf of the Debtors. To the best of my knowledge, all of the Debtors’ bank balances as of November 30, 2015 have been reconciled in an accurate and timely manner. Dated December 4, 2015 Respectfully submitted, Bill Langsdorf Title: Chief Executive Officer


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In re Seal 123, Inc. et al Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID This schedule is to include all retained professional payments from case inception to current month. Amount Check Amount Paid Year- To-Date Payee Period Covered Approved Payor Number Date Fees Expenses Fees Expenses Donlin, Recano & Company, Inc. 1/15/15—1/31/15 225 The Wet Seal, Inc. 563729 2/19/2015 176 49 176 49 Klee, Ttichin. Bogdanoff & Stern, LLP 1/15/15- 1/31/15 234 15026 3/27/2015 270 14 220 14 Paul Hastings, LLP 1/15/15- 1/31/15 64 The Wet Seal. Inc. 15027 3/27/2015 64 0 64 0 Young, Conaway, Stargatt & Taylor, LLP 1/15/15- 1/31/15 60 The Wet Seal. Inc. 15029 3/27/2015 55 5 55 5 Womble, Carlyle, Sandridge &. Rice, LLP 1/15/15-2/28/15 14 The Wet Seal. Inc. 150S5 3/31/2015 14 0 14 0 Freed Maxick 1/28/15—2/5/15 39 The Wet Seal. Inc. 14973 3/17/2015 29 10 29 10 Klee, Tuchin. Bogdanoff & Stem, LLP 2/1/15-2/28/15 297 The Wet Seal. Inc. 15187 4/10/2015 287 10 507 24 Young, Conaway, Stargatt & Taylor, LLP 2/1/15-2/28/15 71 The Wet Seal, Inc. 15186 4/10/2015 64 7 119 12 Pricewaterhouse Coopers, LLP 5/1/15-5/31/15 82 Seal 123, Inc. 1009 7/9/2015 82 0 82 0 Pricewaterhouse Coopers, 111’ 6/1/15-7/31/15 36 Seal 123, Inc. 1022 8/3/2015 36 0 118 0 Pricewaterhouse Coopers, LLP 6/1/15-7/31/15 29 Seal 123, Inc. 1043 10/13/2015 29 0 147 0 Province, Inc. 9/1/15—9/30/15 21 1059 11/11/2015 ?1 0 T] 0 Klee, Tuchin, Bogdanoff Si. Stem, LLP 9/1/15 -9/30/15 96 SeaII23, Inc. 1060 11/11/2015 82 14 589 38 9/1/15-9/30/15 19 1061 11/11/2015 18 Simon Property Group (Creditors’ Committee) 1/29/15—3/10/15 5 Seal 123, Inc. 1062 11/11/2015 0 5 0 5 Paul Hastings, LLP 7/1/15-9/30/15 5 Seal 123. Inc. 1065 11/13/2015 5 0 69 0 Young, Conaway, Stargalt & Taylor. LLP 7/1/15-9/30/15 7 Seal 123, Inc. 1066 11/16/2015 7 0 144 13 Klee, Tuchin, Bogdanoff & Stem. LLP 7/1/15—9/30/15 21 Seal 123, Inc. 1067 11/16/2015 21 0 610 38 Paul Hastings, LLP 7/1/15-9/30/15 1 1068 11/16/2015 1 0 70 0 Pachulski Stang Ziehl & Jones LLP 9/1/15-9/30/15 19 Seal 123, Inc. 1069 11/17/2015 18 1 18 1 Province. Inc. 7/1/15—9/30/15 10 1073 11/25/2015 10 0 3 1 Pachulski Stang Ziehl & Jones LLP 7/1/15-9/30/15 9 SeaI123, Inc. 1074 11/25/2015 9 0 27 1 Note: As of 4/15/2015, the date of the closing of the asset sale, and through 11/10/2015, all professional fees (except those for Pricewaterhouse Coopers for preparing and filing the debtors’ income tax returns) were paid by buyer up to an agreed SI million threshold. Upon nearing that threshold on 11/11/2015, buyer paid Seal 123, Inc. the remaining $56,738.25 to reach the threshold, and Seal 123, Inc. assumed payments to professionals as of that date.


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In re Seal123, Inc. et al MOR - 2 Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 Debtor Income Statement-By Entity FOR THE PERIOD NOVEMBER 1 to NOVEMBER 30, 2015 Unaudited Sales CON SO LI DA TED Actual 01 Seall23, Inc. Actual 02 Seal 123 Retail Actual 03 Seall23 Catalog Actual 04 Seall23 GC Actual Cost of Sales Buying Planning/Allocation . Warehouse . _ _ _ Occupancy - - - - - Total Cost of Sales - - - - - Gross Profit (Loss) - - - - - Gross Profit (Retail) - - - - S,G & A Selling-Store Expense Selling-Field Support - - - - - Gen & Admin Expense (See Note 1) 276 276 - . _ Total S,G&A Expenses 276 276 Operating (Loss) Income (276) (276) . _ _ Interest Exp, Net - - - - _ Other Income (See Note 2) 57 57 (Loss) Inc Cont Ops Before Tax (219) (219) . . _ Inc Tax Provision - - - - - (Loss) Inc from Cont Ops (219) (219) - - - Net Inc(Loss) Disc Ops - - - - - Net (Loss) Inc (219) (219) - - - Note 1: Reflects payments to professionals for $212,020, consulting pay for the CEO/CRO, fees paid for EDGAR SEC reporting, quarterly fees paid to board members and miscellaneous other admin costs. Note 2: See Note 1 on MOR-1 regarding payment from asset buyer to debtor.


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In re Seal123, Inc. et al MOR-3 Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 Balance Sheet-By Entity-Condensed FOR THE PERIOD NOVEMBER 1 to NOVEMBER 30,2015 Consolidated Actual Seal 123, Inc. Actual Seal 123 Retail Actual Seall23 Catalog Actual Seal 123 GC Actual Assets Current Assets: Cash And Cash Equivalents 7,712 7,712 - - - Total Assets 7,712 7,712 Liabilities And Stockholders’ (Deficit) Equity Stand-by letters of credit 1,477 1,477 Total Liabilities 1,477 1,477 - - _ Stockholders’ (Deficit) Equity: Paid-In Capital 6,234 6,234 - - - Total Stockholders’ (Deficit) Equity 6,234 6,234 - . _ Total Liabilities And Stockholders’ Equity 7,712 7,712 - -


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In re Seal123, Inc, et al Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 STATUS OF POSTPETITION TAXES (See * Note below) (In thousands) Seal123, Inc. et al Beginning Tax Liability Amount Withheld or Accrued Amount Paid Ending Tax Liability Federal Withholding _ _ _ _ FICA-Employee - - FICA-Employer - - - - Total Federal Taxes - - - - State and Local Withholding - - _ Sales - - - - Unemployment - - - . Income _ _ _ Personal Property - - - Total State and Local - - - . Total Taxes - - - - SUMMARY OF UNPAID POSTPETITION DEBTS (See * Note below) Gen & Admin Expense Number of Days Past Due Current 0-30 31-60 61-90 Over 90 Total Accounts Payable - - - - - - Wages Payable - - - - - Taxes Payable - - - - - _ Rent/Leases-Building - - - - - - Professional Fees - - _ _ _ _ Total Postpetition Debts - - - - - - Note: Summary schedule of post-petition taxes and summary schedule of post-petition debts reflect that buyer assumed operating tax liabilities for activity after the closing of the asset sale on 4/15/2015. Therefore, tax liabilities incurred by buyer post-closing of the asset sale are excluded. No remaining liability shown; taxes paid or to be paid by the buyer.


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In re Seal123, Inc. et al Case No. 15-10081 (CSS) Reporting Period: 11/1/2015 to 11/30/2015 DEBTOR QUESTIONNAIRE Must be completed each month Yes No 1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. X 2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. X 3. Have all postpetition tax returns been timely filed? If no, provide an explanation below. X 4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X 5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. X