Attached files
file | filename |
---|---|
EX-99.3 - EXHIBIT 99.3 - ARO Liquidation, Inc. | ex99_3.htm |
EX-99.2 - EXHIBIT 99.2 - ARO Liquidation, Inc. | ex99_2.htm |
8-K - AEROPOSTALE, INC. 8-K 12-17-2016 - ARO Liquidation, Inc. | form8k.htm |
Exhibit 99.1
GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On May 4, 2016 (the “Commencement Date”), Aéropostale, Inc. and its subsidiaries (collectively,the “Debtors”),1 each commenced a voluntary case under chapter 11 of the Bankruptcy Code in the United StatesBankruptcy Court for the Southern District of New York. The Debtors are authorized to operate their businessesand manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the BankruptcyCode. On May 5, 2016, the Bankruptcy Court entered an order authorizing the joint administration of these casespursuant to Bankruptcy Rule 1015(b). On May 11, 2016, the United States Trustee for Region2 (the “U.S.Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102(a)(1) of the BankruptcyCode (the “Creditors’ Committee”). The Debtors are filing their consolidated monthly operating report (the “MOR”) solely for purposes ofcomplying with the monthly operating requirements applicable in the Debtors’ chapter 11 cases. The MOR is in aformat acceptable to the U.S. Trustee. The MOR should not be relied upon by any persons for information relatingto current or future financial conditions, events, or performance of any of the Debtors or their affiliates. These following notes and statements and limitations should be referred to, and referenced in connectionwith, any review of the MOR. 1. Basis of Presentation. For financial reporting purposes, the Debtors generally prepare consolidated financial statements, which include information for Aéropostale, Inc. and its Debtor affiliates. Thefinancial statements and information contained herein are unaudited and preliminary. The Debtors aremaintaining their books and records in accordance with generally accepted accounting principles(“GAAP”) and the information furnished in this MOR uses the companies’ normal accrual method ofaccounting. In preparing the MOR, the Debtors relied on financial data derived from their books andrecords that was available at the time of preparation. Subsequent information or discovery may result inmaterial changes to the MOR and errors or omissions may exist. Notwithstanding any such discovery,new information, or errors or omissions, the Debtors do not undertake any obligation or commitment toupdate the MOR. 2. Reporting Period. Unless otherwise noted herein, the MOR generally reflects the Debtors’ books and records and financial activity occurring during the applicable reporting period. Except as otherwise noted,no adjustments have been made for activity occurring after the close of the reporting period. 3. Consolidated Entity Accounts Payable and Disbursement Systems. As described in the Cash Management Motion,2 the Debtors utilize an integrated, centralized cash management system, in theordinary course of business, to collect, concentrate, and disburse funds generated by their operations (the“Cash Management System”). The Debtors maintain a consolidated accounts payable and disbursementssystem to pay operating and administrative expenses through various disbursement accounts. In theordinary course of business, the Debtors maintain business relationships among each other, which result in intercompany receivables and payables (the “Intercompany Claims”) arising from intercompany transactions (the “Intercompany Transactions”). As set forth more fully in the Debtors’ Cash Management Motion, the primary Intercompany Transactions giving rise to Intercompany Claims are cash 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal tax identification number, as applicable, are as follows:Aéropostale, Inc. (3880); Aéropostale West, Inc. (7013); Jimmy’Z Surf Co., LLC (0461); Aero GC Management LLC (4257); Aeropostale Procurement Company, Inc. (8518); Aeropostale Licensing, Inc. (8124); P.S. from Aeropostale, Inc. (5900); GoJane LLC (4923);Aeropostale Holdings, Inc. (7729); and Aeropostale Puerto Rico, Inc. (6477). The Debtors’ corporate headquarters is located at 125 ChubbAvenue, 5th Floor, Lyndhurst, NJ 07071. 2 Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 363, 364, 503, and 507 for Interim and Final Authority to (I) Continue Using Existing CashManagement System, Bank Accounts, and Business Forms, (II) Implement Changes to the Cash Management System in the Ordinary Course ofBusiness, (III) Continue Intercompany Transactions, (IV) Provide Administrative Expense Priority for Postpetition Intercompany Claims and forRelated Relief [ECF No. 7] (the “Cash Management Motion”).
receipts activities, disbursement activities, inventory purchases, and expense allocations. Historically,Intercompany Claims are not settled by actual transfers of cash among the Debtors. Instead, the Debtorstrack all Intercompany Transactions in their accounting system, which concurrently are recorded on theapplicable Debtors’ balance sheets. The Debtors have attempted to identify disbursements on an individualDebtor basis. However, because the Debtors generally track and report their financial information on aconsolidated basis some errors may exist and adjustments in future reporting may be necessary. 4. Accuracy. The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicable non-bankruptcy law or in lieu of complying with any periodic reportingrequirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferringthe claims against or equity interests in the Debtors should evaluate this financial information in light of thepurposes for which it was prepared. The Debtors are not liable for and undertake no responsibility toindicate variations from securities laws or for any evaluations of the Debtors based on this financialinformation or any other information. 5. Debtor in Possession Financing. On June 13, 2016, the Bankruptcy Court entered the Final Order Pursuant to 11 U.S.C. §§ 105, 361, 362, 363 and 364 and Rules 2002, 4001, and 9014 of the Federal Rulesof Bankruptcy Procedure (I) Authorizing Incurrence by the Debtors of Postpetition Secured Indebtedness, (II) Granting Liens, and (III) Authorizing Use of Cash Collateral by the Debtors and Providingfor Adequate Protection, and (IV) Modifying the Stay [ECF No. 298] (the “DIP Order”), which approvedand authorized the Debtors to access up to $160,000,000 in postpetition financing and to provide the Debtors’prepetition secured parties adequate protection on the terms and conditions set forth in the DIP Order. Pleasesee the DIP Order for additional detail. Descriptions of the Debtors’ prepetition debt structure and thecollateral relating to the bank debt are contained in the Declaration of David J. Dick Pursuant to Local Rule1007-2 for the Southern District of New York [ECF No. 4]. Reference to the applicable loan agreementsand related documents is necessary for a complete description of the collateral and the nature, extent, andpriority of liens. On Septembe 15, 2016, the Debtors indefeasibly paid in full the DIP obligations. 6. Payment of Prepetition Claims Pursuant to First Day Orders. Within the first two days of the Debtors’ chapter 11 cases, the Bankruptcy Court entered orders (the “First-Day Orders”) authorizing, but notdirecting, the Debtors to, among other things, pay certain prepetition (a) service fees and charges assessedby the Debtors’ banks and debit and credit card companies; (b) claims of warehousemen and miscellaneouslien claimants;(c) certain insurance obligations;(d) obligations to“critical vendors”;(e) customerprograms obligations; (f) employee wages, salaries, and related items, including employee benefit programsand independent contractor obligations; and (g) taxes and assessments. To the extent any payments weremade on account of such claims following the commencement of these chapter 11 cases pursuant to theauthority granted to the Debtors by the Bankruptcy Court under the First Day Orders, such paymentshave been included in the MOR unless otherwise noted. 7. Liabilities Subject to Compromise. Any amount classified as liabilities subject to compromise are estimates and are subject to future change and adjustment. 8. Reservation of Rights. The Debtors reserve all rights to amend or supplement the MOR in all respects, as may be necessary or appropriate. Nothing contained in this MOR shall constitute a waiver of any of theDebtors’ rights or an admission with respect to their chapter 11 cases.
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 Disbursements for the period 10/2/16 through 10/29/16 MOR-1 ($ in 000's) Total for Case Debtor Reporting Period Quarter to Date 16-11275 Aéropostale, Inc. $ 24,633 $ 24,633 16-11276 Aéropostale Procurement Co, Inc. 991 $ 991 16-11277 Aéropostale West, Inc. 2,419 $ 2,419 16-11278 Jimmy'Z Surf Co. LLC 0 $ - 16-11279 Aéro GC Management LLC 0 $ - 16-11280 Aéropostale Licensing, Inc. 3 $ 3 16-11281 GoJane LLC 260 $ 260 16-11282 P.S. from Aéropostale, Inc. 78 $ 78 16-11283 Aéropostale Puerto Rico, Inc. 239 $ 239 16-11285 Aéropostale Holdings, Inc. 0 $ - $ 28,621 $ 28,621 Note: A portion of the disbursements from certain Debtors may be subject to allocations to, or reimbursementfrom, other Debtors.
In re Aéropostale, Inc., et al. Case No: Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 Bank Account Reconciliations MOR-1 (Unaudited) Case No. Debtor Bank Name Account No. Bank Balance 10/28/16 GL Balance 10/29/16 16-11275 Aéropostale Inc. Bank of America Utility Deposits ***0747 415,567.00 44,034,522.49 16-11275 Aéropostale Inc. Bank of America Texas Escrow ***7404 220,205.35 16-11275 Aéropostale Inc. Bank of America FFE ***7572 32,813,332.85 16-11275 Aéropostale Inc. Bank of America Profesional Fees Acquisition ***7857 48,770.79 16-11275 Aéropostale Inc. Bank of America Concentration Reconciliation ***8175 12,152,160.31 16-11276 Aéropostale Inc. Wells Fargo - Zumiez Escro ***7900 1,231,390.66 1,229,302.84 16-11277 Aéropostale Inc. Citibank ***1768 18,300,000.00 18,300,000.00 16-11278 Aéropostale Inc. Citibank ***2768 15,734,769.84 15,734,769.84 Corporate Account Subtotal Cash and Cash Equivalents $ 80,916,196.80 $ 79,298,595.17 Non-Corporate Account Subtotal Cash and Cash Equivalents (a) $ - $ - Total Cash and Cash Equivalents $ 80,916,196.80 $ 79,298,595.17 Note: a) Non-Corporate Accounts include store depository accounts. All bank accounts are reconciled each period when statements are received. Difference between the GL and bank balances are either outstanding checks or reconciling itemstypically cleared in the following period. Copies of bank statements, disbursement journals and reconciliations are not attached to this Monthly Operating Report; however,the Debtors will provide further information to the U.S. Trustee upon request. Cash and Cash Equivalents in this MOR-1 represents cash held in restricted accounts and reported as Restricted Cash on the Balance Sheet.
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 CONSOLIDATED STATEMENT OF OPERATIONS (Income Statement) MOR-2 (Unaudited - $ in 000's) Net sales $ 89,914 Cost of sales (including certain buying, occupancy and warehousing expenses) 83,414 Gross profit 6,500 Selling, general and administrative expenses (1,681) Profit (Loss) from operations 8,181 Interest expense 8,350 Profit (Loss) before income taxes (168) Income tax expense 81 Net income (loss) $ (250)
In re Aéropostale, Inc., et al. o. 16-11275 Debtors d: 10/02/16 - 10/29/16 STATEMENT OF OPERATIONS BY LEGAL ENTITY (Income Statement) MOR-2 (Unaudited - $ in 000's) Aero GC Aéropostale Consolidated Management Aéropostale Aéropostale PS from Procurement Jimmy'Z Surf Aéropostale Aéropostale Elimination U.S. Aéropostale, Inc. LLC West Puerto Rico Aéropostale Co. Co., LLC Licensing GoJane LLC Holdings Company (a) Companies Net sales Cost of sales (including certain buying, occupancy andwarehousing expenses) 1 2 3 $ 70,289 $ - $ 16,243 59,358 0 15,221 4 5 6 $ 1,560 $ 770 $ 86,283 2,817 1,258 88,671 7 9 10 78 98 $ - $ 175 $ 878 $ - $ (86,283) $ 89,914 0 139 2,234 0 (86,283) $ 83,414 Gross profit 10,931 0 1,021 (1,257) (488) (2,388) 0 37 (1,356) 0 0 $ 6,500 Selling, general and administrative expenses (589) 5 (776) (73) 424 (522) 0 (107) (44) 0 0 $ (1,681) Profit (Loss) from operations 11,520 (5) 1,798 (1,184) (913) (1,866) 0 143 (1,312) 0 0 $ 8,181 Interest expense 8,350 0 0 0 0 0 0 0 0 0 0 $ 8,350 Profit (Loss) before income taxes 3,170 (5) 1,798 (1,184) (913) (1,866) 0 143 (1,312) 0 0 $ (168) Income tax expense 80 0 0 0 0 0 0 1 0 0 0 $ 81 Net income (loss) $ 3,090 $ (5) $ 1,798 $ (1,184) $ (913) $ (1,866) $0 $ 142 $ (1,312) $0 $ - $ (250) (a) Elimination Company is not a legal entity. It is included in the balance sheet to reflect entries to eliminate intercompany transactions to produce accurate consolidated financial statements.
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 BALANCE SHEET MOR-3 (Unaudited - $ in 000's) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 79,299 Merchandise Inventory 72,829 Prepaid Expenses 14,222 Tax Refunds Receivable 3,521 Other Current Assets 10,297 TOTAL CURRENT ASSETS $ 180,168 Fixtures, Equipment & Improvements (161) Intangibles 21,762 Investment in Subsidiary 92,733 Restricted Cash Non-Current - Deferred Financing 3,398 Other Assets 1,593 TOTAL ASSETS $ 299,493 LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 45,215 Accrued Expense 212,681 Current Loan Payable 81,427 Crystal Loan Payble - Intercompany (1,819) TOTAL CURRENT LIABILITIES $ 337,504 Deferred Rent,Tenant Allowance 1,512 Retirement Benefit Plan Liability 6,219 Uncertain Tax Liability Reserves 2,093 Unearned Vendor Rebate 9,617 Other Non Current Liabilities 1,557 Non-Current Loan Payable 0 TOTAL LIABILTIES $ 358,502 SHAREHOLDERS' EQUITY Common Stock $ 817 Additional Paid-in-Capital 257,687 Other Comprehensive Income 1,182 Retained Earnings (314,930) Treasury Stock (3,765) TOTAL SHAREHOLDERS' EQUITY $ (59,009) TOTAL LIABILTIES & SHAREHOLDER EQUITY $ 299,493
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 BALANCE SHEET MOR-3 (Unaudited - $ in 000's) Aéropostale Aero GC Aéropostale Aéropostale PS from Procurement Jimmy'Z Surf Aéropostale GoJane Aéropostale Elimination Consolidated Aéropostale, Inc. Management LLC West Puerto Rico Aéropostale Co. Co., LLC Licensing LLC Holdings Company (a) U.S. Companies 1 2 3 4 5 6 7 9 10 78 98 ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 79,299 $ - $ - $ - $ - $ - $ - $ 79,299 Merchandise Inventory 144,737 31,117 2,511 2,642 (109,444) 1 1,256 9 $ 72,829 Prepaid Expenses 12,123 228 36 12 512 1,311 $ 14,222 Prepaid Taxes 3,402 119 $ 3,521 Other Current Assets (35,700) 467 34,092 365 1,382 609 6,852 2,230 $ 10,297 TOTAL CURRENT ASSETS $ 203,861 $ 695 $ 65,209 $ 3,031 $ 4,036 $ (108,323) $ 1 $ 8,163 $ 3,486 $ 9 $ 180,168 Fixtures, Equipment & Improvements (95) (2) (66) 2 $ (161) Intangibles 21,762 $ 21,762 Investment in Subsidiary 153,447 23,145 32,575 92,733 (209,167) $ 92,733 Restricted Cash Non-Current $ - Deferred Financing 3,398 $ 3,398 Other Assets 1,294 25 37 12 225 $ 1,593 TOTAL ASSETS $ 361,905 $ 695 $ 88,377 $ 3,068 $ 36,557 $ (108,098) $ 1 $ 8,163 $ 25,250 $ 92,733 $ (209,158) $ 299,493 LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable 32,756 234 12,034 191 $ 45,215 Accrued Expense 188,078 13,190 2,894 618 834 6,037 70 347 557 56 $ 212,681 Current Loan Payable 81,427 $ 81,427 Crystal Loan Payble $ - Intercompany 828,925 (45,276) (482,603) 2,560 222,197 (460,508) 59,127 (116,877) (9,365) 1 $ (1,819) TOTAL CURRENT LIABILITIES $ 1,131,186 $ (32,086) $ (479,709) $ 3,178 $ 223,265 $ (442,437) $ 59,197 $ (116,530) $ (8,617) $ 1 $ 56 $ 337,504 Deferred Rent,Tenant Allowance 1,259 (330) 2 581 $ 1,512 Retirement Benefit Plan Liabilities 6,219 $ 6,219 Uncertain Tax Liability Reserves 76 2,017 $ 2,093 Unearned Vendor Rebate 9,617 $ 9,617 Other Non Current Liabilities 61,009 (59,628) 176 $ 1,557 Non-Current Loan Payable 0 TOTAL LIABILTIES $ 1,199,749 $ (32,086) $ (537,650) $ 3,178 $ 223,267 $ (432,820) $ 59,197 $ (116,354) $ (8,036) $ 1 $ 56 $ 358,502 SHAREHOLDERS' EQUITY Common Stock 816 1 $ 817 Additional Paid-in-Capital 257,688 25,134 3,001 32,576 23,145 1 1 32,575 92,733 (209,167) $ 257,687 Other Comprehensive Income 1,182 $ 1,182 Retained Earnings (1,093,765) 32,781 600,892 (3,111) (219,286) 301,577 (59,197) 124,516 711 (1) (47) $ (314,930) Treasury Stock (3,765) $ (3,765) TOTAL SHAREHOLDERS' EQUITY $ (837,844) $ 32,781 $ 626,027 $ (110) $ (186,710) $ 324,722 $ (59,196) $ 124,517 $ 33,286 $ 92,732 $ (209,214) $ (59,009) TOTAL LIABILTIES & SHAREHLD EQUITY $ 361,905 $ 695 $ 88,377 $ 3,068 $ 36,557 $ (108,098) $ 1 $ 8,163 $ 25,250 $ 92,733 $ (209,158) $ 299,493 - - - - - - - - - - - - (a) Elimination Company is not a legal entity. It is included in the balance sheet to reflect entries to eliminate intercompany transactions to produce accurate consolidated financial statements.
In re Aeropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 STATEMENT OF CASH FLOWS MOR-3 Due to the complexity of the sale of substantially all of the Debtors’ assets, the Debtors continue to reconcile the generalledger accounts and update the financial reporting. The Debtors will modify the financial statements as needed.
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 MOR-4 STATUS OF POST-PETITION TAXES Amount Amount Federal Beginning Tax Withheld Amount Paid Date Paid Accrued Ending Tax Withholding: Aéropostale, Inc. $0 $ 1,169,341 $ 1,169,341 10/7, 10/14, 10/21, 10/28 $0 Aéropostale West 0 195,090 195,090 10/14, 10/28 $0 PS from Aéropostale 0 34,510 34,510 10/14, 10/28 $0 Licensing 0 5,683 5,683 10/14, 10/28 $0 Procurement 0 230,712 230,712 10/14, 10/28 $0 Aéropostale Puerto Rico 0 - - 10/14, 10/28 $0 GoJane LLC 0 8,000 8,000 10/14, 10/28 $0 FICA-Employee Aéropostale, Inc. 0 691,086 691,086 10/7, 10/14, 10/21, 10/28 $0 Aéropostale West 0 148,549 148,549 10/14, 10/28 $0 PS from Aéropostale 0 13,662 13,662 10/14, 10/28 $0 Licensing 0 2,666 2,666 10/14, 10/28 $0 Procurement 0 69,194 69,194 10/14, 10/28 $0 Aéropostale Puerto Rico 0 10,113 10,113 10/14, 10/28 $0 GoJane LLC 0 5,555 5,555 10/14, 10/28 $0 FICA-Employer Aéropostale, Inc. 0 688,150 688,150 10/7, 10/14, 10/21, 10/28 $0 Aéropostale West 0 148,549 148,549 10/14, 10/28 $0 PS from Aéropostale 0 13,662 13,662 10/14, 10/28 $0 Licensing 0 2,655 2,655 10/14, 10/28 $0 Procurement 0 67,426 67,426 10/14, 10/28 $0 Aéropostale Puerto Rico 0 10,113 10,113 10/14, 10/28 $0 GoJane LLC 0 5,555 5,555 10/14, 10/28 $0 Unemployment Aéropostale, Inc. 0 16,483 16,483 10/7, 10/14, 10/21, 10/28 $0 Aéropostale West 0 4,032 4,032 10/14, 10/28 $0 PS from Aéropostale 0 101 101 10/14, 10/28 $0 Licensing 0 10 10 10/14, 10/28 $0 Procurement 0 65 65 10/14, 10/28 $0 Aéropostale Puerto Rico 0 291 291 10/14, 10/28 $0 GoJane LLC 0 - - 10/14, 10/28 $0 Income Other:_____________ Total Federal Taxes $0 $ 3,541,254 $ 3,541,254 $0 $0
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 MOR-4 STATUS OF POST-PETITION TAXES Amount Amount State and Local Beginning Tax Withheld Amount Paid Date Paid Accrued Ending Tax Withholding - Employee Aéropostale, Inc. 0 306,101 306,101 10/7, 10/14, 10/21, 10/28 $0 Aéropostale West 0 56,157 56,157 10/14, 10/28 $0 PS from Aéropostale 0 7,029 7,029 10/14, 10/28 $0 Licensing 0 2,348 2,348 10/14, 10/28 $0 Procurement 0 87,621 87,621 10/14, 10/28 $0 Aéropostale Puerto Rico 0 6,141 6,141 10/14, 10/28 $0 GoJane LLC 0 2,558 2,558 10/14, 10/28 $0 Withholding - Employer Aéropostale, Inc. 0 49,921 49,921 10/7, 10/14, 10/21, 10/28 $0 Aéropostale West 0 21,328 21,328 10/14, 10/28 $0 PS from Aéropostale 0 687 687 10/14, 10/28 $0 Licensing 0 307 307 10/14, 10/28 $0 Procurement 0 7,052 7,052 10/14, 10/28 $0 Aéropostale Puerto Rico 0 2,142 2,142 10/14, 10/28 $0 GoJane LLC 0 - - 10/14, 10/28 $0 Sales Tax: Aéropostale, Inc. 2,726,823 3,816,820 3,608,498 10/18 10,218 $ 2,945,363 Aéropostale West - 1,322,500 1,322,500 10/18 $ - Aéropostale Puerto Rico 126,965 179,161 126,965 10/18 $ 179,161 PS from Aéropostale 131,161 36,047 167,209 10/18 - $ (0) GoJane LLC 14,650 4,557 14,650 10/18 $ 4,557 Excise Unemployment (a)Real Property (b)Personal Property Aéropostale, Inc. 767,369 79,120 43,402 $ 731,651 Aéropostale West 2,088 16,108 14,019 $ (0) Aéropostale Puerto Rico 108,043 $ 108,043 PS from Aéropostale 68,036 2,527 $ 65,509 Other:_____________ Total State and Local $3,945,134 $ 5,908,478 $ 5,886,968 $213,305 $67,639 $ 4,034,283 Total Taxes $ 3,945,134 $ 9,449,732 $ 9,428,223 $ 213,305 $ 67,639 $ 4,034,283 Note: Postpetition taxes for the Debtors, which are not subject to dispute or reconciliation, and are authorized to bepaid under the relief granted by the Bankruptcy Court are current. There are no national tax disputes or reconciliations. (a) Included with State Withholding (b) Debtor does not own any real property
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 MOR-4 SUMMARY OF UNPAID POST-PETITION DEBTS Number of Days Past Due Current 0-30 31-60 61-90 Over 91 Total Accounts Payable $ 385,887 $1,917,973 $6,238,146 $387,965 $564,321 $ 9,494,292 Wages Payable 0 0 0 0 0 $ - Taxes Payable 4,034,283 0 0 0 0 $ 4,034,283 Rent/Leases Building 0 0 0 0 $ - Rent/Leases Equipment 0 0 0 0 0 $0 Secured Debt/Adequate 0 0 0 0 0 $0 Protection Payments 0 0 0 0 0 $0 Professional Fees (a) Amounts Due to Insiders 0 0 0 0 0 $0 Other:______________ 0 0 0 0 0 $0 Total Post-petition Debts $ 4,420,170 $1,917,973 $6,238,146 $387,965 $564,321 $ 13,528,575
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 MOR-5 Unaudited ACCOUNTS RECEIVABLE RECONCILIATION AND AGING Accounts Receivable Reconcilation Amount 9.00 2.00 Total Accounts Receivable at the beginning of reporting period $ 10,649,441 7748694.00 452772.00 Plus: Amounts billed during the period (3,613,719) 1086364.00 451814.00 Less: Amounts collected during the period (3,514) -692702.00 -494478.00 Total Accounts Receivable at the end of the reporting period $ 7,032,208 8142355.00 410108.00 Accounts Receivable Aging 0-30 31-60 61-90 Over 91 Total 0 - 30 days old 4,980,983 4,980,983 31 - 60 days old 485,665 485,665 61 - 90 days old 673,021 673,021 91+ days old 1,681,827 1,681,827 Total Accounts Receivable 0 Less: Bad Debts (Amounts considered uncollectible) (784,371) (784,371) Net Accounts Receivable $4,980,983 $485,665 $673,021 $897,456 $7,037,125 Note: Credit card receivables are recorded in MOR-1 with cash and cash-equivalent balance. TAXES RECONCILIATION AND AGING Taxes Payable 0-30 31-60 61-90 Over 91 Total Total Taxes Payable $ 4,034,283 $ 4,034,283
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 PAYMENTS TO INSIDERS AND PROFESSIONALS MOR-6 INSIDERS1,2 NAME TYPE OF PAYMENT AMOUNT PAID TOTAL PAID TO DATE Multiple Salary 229,615 1,492,500 Multiple Auto Allowance 2,615 17,000 TOTAL PAYMENTS TO INSIDERS $232,231 $1,509,500 PROFESSIONALS3 DATE OF COURT ORDER AUTHORIZING TOTAL PAID TO TOTAL INCURRED & NAME PAYMENT AMOUNT APPROVED AMOUNT PAID DATE UNPAID* Weil, Gotshal & Manges 6/13/2016 $ 5,602,299 $ 4,537,432 $ 10,045,168 $ 2,396,739 Prime Clerk 6/13/2016 424,913 417,623 1,100,125 7,290 Stifel 6/13/2016 3,460,743 2,770,743 4,254,287 1,040,000 Province 6/13/2016 572,060 458,983 967,159 239,042 FTI 6/13/2016 - - 1,342,970 323,030 Pachuslski Stang Ziehl & Jones 6/13/2016 1,177,764 962,657 962,657 215,107 Deloitte 6/13/2016 38,197 30,651 30,651 7,546 Hilco IP Services 6/13/2016 105,167 100,000 100,000 5,167 Development Specialists, Inc. 6/13/2016 217,913 217,913 217,913 - TOTAL PAYMENTS TO PROFESSIONALS $ 11,599,056 $ 9,496,001 $ 19,020,930 $ 4,233,922 DIP FINANCING ADDITIONAL NAME OF CREDITOR INITIAL DRAW DRAWS PAID DOWN ENDING BALANCE FEES PAID Crystal Finance (DIP Agent) $ 84,247,910 $ 494,973,406 $ (579,221,316) $ - $ 9,924,086 Schulte Roth (DIP Legal) 236,350 Proskauer (DIP Legal) 2,241,498 TOTAL $ 84,247,910 $ 494,973,406 $ (579,221,316) $ - $ 12,401,934 1Represents payments made by the Debtors to persons considered to be "insiders" under the Bankruptcy Code during the reporting period.The total is shown on a cash basis, reflecting the actual amounts received, net of any applicable taxes, withholdings or other deductions.The total includes regular payroll, fees and expense reimbursements. 2Persons included as "insiders" have been included for informational purposes only. The Debtors do not concede or take any position with respect to: (a) such person's influence over the control of the Debtors; (b) the management responsibilities or functions of such individual; (c) the decision-makingor corporate authority of such individual; or (d) whether such individual could successfully argue that he or she is not an "insider" under applicablelaw, including, without limitation, the federal securities laws or with respect to any theories of liability or for any other purpose. Further, the inclusionof a party as an "insider" is not an acknowledgement or concession that such party is an "insider" under applicable bankruptcy law. 3On June 3, 2016, the Bankruptcy Court entered the order establishing procedures for interim compensation and reimbursement ofexpenses of professionals (ECF No. 251). Any payments made by the Debtors to estate professionals will be in accordancewith the terms and conditions set forth therein.
In re Aéropostale, Inc., et al. Case No. 16-11275 Debtors Reporting Period: 10/02/16 - 10/29/16 DEBTOR QUESTIONNAIRE MOR-7 Must be completed each month. If the answer to any of the Yes No questions is “Yes”, provide a detailed explanation of each item.Attach additional sheets if necessary. 1 2 3 Have any assets been sold or transferred outside the normal course of Xbusiness this reporting period? Have any funds been disbursed from any account other than a debtor in Xpossession account this reporting period? Is the Debtor delinquent in the timely filing of any post-petition taxreturns? X Are workers compensation, general liability or other necessary insurance X 4 coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies? 5 6 7 X Is the Debtor delinquent in paying any insurance premium payment?Have any payments been made on pre-petition liabilities this reporting period? X Are any post petition receivables (accounts, notes or loans) due from X (a)related parties? 8 Are any post petition payroll taxes past due? X 9 Are any post petition State or Federal income taxes past due? X 10 Are any post petition real estate taxes past due? X 11 Are any other post petition taxes past due? X 12 Have any pre-petition taxes been paid during this reporting period? X 13 Are any amounts owed to post petition creditors delinquent? x ( b ) 14 Are any wage payments past due? X 15 Have any post petition loans been been received by the Debtor from anyparty? X 16 Is the Debtor delinquent in paying any U.S. Trustee fees? X (c) 17 18 Is the Debtor delinquent with any court ordered payments to attorneys or other professionals? XHave the owners or shareholders received any compensation outside of the normal course of business? X a) Intercompany accounts are maintained in accordance with the order approving the Debtors' cash managementsystem. b) The Debtors’ continue to analyze the outstanding accounts payable. Since the end of the reporting period, theDebtors’ continued to make payments based on the interim order approving cash collateral [ECF No. 910]. c) On December 13, 2016, the Debtors were advised by the Office of the UST that one Debtor may have feesoutstanding. The Debtors are researching the matter. To the extent that such fees are owed, the Debtors willpromptly pay the outstanding balance.