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8-K - BORDERS GROUP 8-K 9-20-2011 - BORDERS GROUP INCform8-k.htm

United States Bankruptcy Court
     
Southern District of New York
     
 
X
   
In re:
:
 
Chapter 11
 
:
   
Borders Group, Inc. et al.
:
 
Case No.  11-10614
 
:
   
Debtors
:
   
 
X
   

Monthly Operating Report for the Period
From July 31, 2011 to August 27, 2011

Debtors' Address:
100 Phoenix Drive
 
Ann Arbor, MI  48108-2202
 
Telephone:  (734) 477-1100
   
Debtors' Attorneys:
David M. Friedman
 
1633 Broadway
 
New York, New York 10019
 
Telephone:  (212) 506-1700

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.

       
/s/ Ojas Shah
 
9/20/2011
 
Ojas Shah
     
Chief Financial Officer / Treasurer
     
Borders Group, Inc.
     

 
 

 

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11
     
Federal Tax I.D. #
 
38-3294588

CORPORATE MONTHLY OPERATING REPORT

REQUIRED
DOCUMENTS
FORM
NO.
DOCUMENT
ATTACHED
EXPLANATION
ATTACHED
Schedule of Cash Receipts and Disbursements
MOR-1
x
 
Bank Reconciliation (or copies of debtor's bank reconciliations)
MOR-1
x
 
Copies of bank statements
   
x
Cash disbursements journals
   
x
Statement of Operations
MOR-2
x
 
Balance Sheet
MOR-3
x
 
Status of Post-Petition Taxes
MOR-4
x
 
Copies of IRS Form 6123 or payment receipt
   
x
Copies of tax returns filed during reporting period
   
x
Summary of Unpaid Post-Petition Debts
MOR-4
x
 
Listing of Aged Accounts Payable
MOR-4
x
 
Accounts Receivable Reconciliation and Aging
MOR-5
x
 
Taxes Reconciliation and Aging (See MOR-7)
   
x
Payments to Insiders and Professionals
MOR-6
x
 
Post-Petition Status of Secured Notes, Leases Payable
MOR-6
x
 
Debtor Questionnaire
MOR-7
x
 

 
 

 
 
In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11

NOTES TO MONTHLY OPERATING REPORT

The Monthly Operating Report includes activity from the following Debtors:

Debtor
Case Number
Borders Group, Inc.
11-10614
Borders, Inc.
11-10615
Borders International Services, Inc.
11-10616
Borders Direct, LLC
11-10617
Borders Properties, Inc.
11-10618
Borders Online, Inc.
11-10619
Borders Online, LLC
11-10620
BGP (UK) Limited
11-10621

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 using the liquidation basis of accounting. Assets are presented at estimated net realizable amounts based on the Debtors’ plans for liquidation. Liabilities subject to compromise are presented at amounts expected to be allowed as claims and other liabilities are presented at amounts expected to be paid in settlement of the respective obligations.

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.

 
 

 
 
In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11
 
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.

 
 

 
 
In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS 1
($000s)

Debtor
 
Cash Receipts
 
Combined Debtors
  $ 331,097  
Total Cash Receipts
  $ 331,097  

Debtor
 
Case Number
   
Cash Disbursements
 
Borders Group, Inc.
    11-10614     $ (4,479 )
Borders, Inc.
    11-10615       (327,637 )
Borders International Services, Inc.
    11-10616       -  
Borders Direct, LLC
    11-10617       -  
Borders Properties, Inc.
    11-10618       (16 )
Borders Online, Inc.
    11-10619       -  
Borders Online, LLC
    11-10620       -  
BGP (UK) Limited
    11-10621       -  
Total Cash Disbursements
    $ (332,132 )

Notes
1 - Amounts exclude receipts/disbursements made on behalf of the Debtors that did not flow through a Debtor bank account.

 
 

 
 
In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11

BANK RECONCILIATIONS 1, 2, 3
($000s)

Debtor
 
Case Number
 
Bank and Account Description
 
Bank Account No.
   
Bank Balance
 
Borders Group, Inc.
    11-10614  
BGI Concentration Account
    1001738167     $ 24,537  
Borders, Inc.
    11-10615  
Bank of America Corporate Depository
    4427082445       4,979  
Borders, Inc.
    11-10615  
Borders Inc. Concentration Acct
    1001744196       729  
Borders, Inc.
    11-10615  
Waldenbooks Concentration Acct
    66724060       1,225  
Borders, Inc.
    11-10615  
Waldenbooks A/R
    66724126       25  
Borders, Inc.
    11-10615  
PNC Lockbox
    4600091098       17  
Borders, Inc.
    11-10615  
Sales Tax Reserve
    1029086383       15,719  
                      $ 47,231  

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.

 
 

 
 
In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11

STATEMENT OF OPERATIONS
($MM)

   
Aug-11
 
       
Sales
  $ 13.7  
Other revenue
    126.8  
Total revenue
    140.5  
         
Cost of merchandise sold (includes occupancy)
    130.1  
Gross margin
    10.4  
Selling, general and administrative expenses
    11.7  
Operating income (loss)
    (1.3 )
         
Interest expense (income)
    0.3  
Total interest expense
    0.3  
         
Income (loss) before reorganization items and income taxes
    (1.6 )
         
Reorganization items, net 1
    64.3  
Income (loss) before income taxes
    (65.9 )
         
Income tax provision (benefit)
    -  
Net income (loss)
  $ (65.9 )

Notes
1 - Reorganization items for the reported period include expenses, gains and losses directly associated with the reorganization, including professional fees associated with the reorganization, changes in the estimated net realizable values of assets and amounts expected to be allowed as claims.

 
 

 
 
In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11

STATEMENT OF NET ASSETS (LIABILITIES) - LIQUIDATION BASIS
($MM)

   
Aug-11
 
Assets:
     
Cash and cash equivalents
  $ 89.7  
Merchandise inventories
    84.9  
Accounts receivable and other assets
    79.6  
Property and equipment, held for sale
    10.1  
Total assets in liquidation
    264.3  
         
Liabilities:
       
Trade accounts payable
    0.5  
Accrued payroll and other liabilities
    209.9  
Taxes, including income taxes
    24.2  
Liabilities subject to compromise
    800.4  
Total liabilities in liquidation
    1,035.0  
         
Net assets (liabilities) in liquidation
  $ (770.7 )
 
 
 

 

In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11
 
STATUS OF POST-PETITION TAXES 1, 3
($000s)

Federal
 
Beginning
Tax
   
Amount Withheld
and/or Accrued
   
Amount
Paid
   
Ending
Tax
 
Withholding
  $ -     $ 1,785     $ 1,785     $ -  
FICA-Employee
    -       829       829       -  
FICA-Employer
    -       1,121       1,121       -  
Unemployment
    (50 )     21       -       (29 )
Total Federal Taxes
  $ (50 )   $ 3,756     $ 3,735     $ (29 )
                                 
State and Local
                               
Withholding
  $ 76     $ 448     $ 458     $ 66  
Sales
    -       14,229       14,229       -  
Unemployment
    275       198       -       473  
Business Licenses
    -       3       3       -  
Real Property 2
    -       -       -       -  
Personal Property
    -       3       3       -  
Income/Franchise
    -       15       15       -  
Total State and Local Taxes
  $ 351     $ 14,896     $ 14,708     $ 539  
                                 
Total Taxes
  $ 301     $ 18,652     $ 18,443     $ 510  

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 DEBTS 1
($000s)

   
Aged by Due Date
 
Description
 
Current
      0-30       31-60       61-90       91-120    
Over 120
   
Total
 
AP Merchandising 2, 3
  $ 512     $ 6,511     $ 249     $ (12,241 )   $ 1,134     $ 745     $ (3,090 )
AP Other
    685       3,047       (30 )     (382 )     25       (34 )     3,311  
Total Post-Petition Debts
  $ 1,197     $ 9,558     $ 219     $ (12,623 )   $ 1,159     $ 711     $ 221  
 
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 assets” in the accompanying Statement of Net Assets (Liabilities) under Form MOR-3, the amounts reported under this table will differ from those reported as “Trade accounts payable” on the Statement of Net Assets (Liabilities). In addition, the “Trade accounts payable” amount includes accruals made for merchandise received prior to the Statement of Net Assets (Liabilities) 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.

 
 

 
 
In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11
 
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING 1
($000s)

Accounts Receivable Reconciliation
 
Amount
 
Total Accounts Receivable at the beginning of the reporting period
  $ 3,085  
Plus:  Amounts billed during the period
    (87 )
Less:  Amounts collected during the period
    (1,077 )
Less:  Amounts written off or returned during the period
    135  
Less:  Bad Debt Estimate
    (293 )
Change in store accounts receivable, net
    (1,322 )
Total Accounts Receivable at the end of the reporting period
  $ 1,763  

Accounts Receivable Aging
 
Amount
 
0-30 days old
  $ 445  
31-60 days old
    188  
61-90 days old
    160  
91-120 days old
    373  
121+ days old
    890  
Total Aged Accounts Receivable
    2,056  
Less:  Bad Debts (Amounts considered uncollectible)
    (293 )
Net Accounts Receivable
  $ 1,763  

Notes
1 - "Accounts receivable and other assets” in the accompanying Statement of Net Assets (Liabilities) under Form MOR-3 includes certain items not included in this table, including various prepaid asset amounts (including prepaid merchandise inventories).

 
 

 
 
In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11
 
PAYMENTS TO INSIDERS 1

Name
Type of Payment
 
Amount Paid 2
   
Total Paid to Date
 
Scott Henry
Employment Agreement Signing Incentive
  $ -     $ 100,000  
Glen Tomaszewski
Employment Agreement Transition Incentive
    -       100,000  
Michele Cloutier
Employment Agreement Signing Incentive
    -       50,000  
 
Total Payments to Insiders
  $ -     $ 250,000  

Notes
1 - Payments to insiders excludes ordinary wages, severance, board fees, benefits and expense reimbursements that occurred during the reporting period.
2 - Represents payments made from July 31, 2011 - August 27, 2011.

PAYMENTS TO PROFESSIONALS

Name
Date of
Court Order
Authorizing Payment
 
Amount
Approved 1
   
Amount
Paid 2
   
Total Paid
To Date 1
   
Total Incurred
& Unpaid
 
AP Services, LLC
March 16, 2011
  $ 7,871,099     $ -     $ 7,871,099     $ -  
Baker & McKenzie
March 15, 2011
    530,357       237,268       447,463       82,894  
BDO USA, LLP
April 7, 2011
    1,815,502       373,924       1,578,858       236,644  
Deloitte Tax LLP
April 7, 2011
    355,372       41,360       325,439       29,933  
Deloitte Consulting LLP
April 7, 2011
    458,305       80,987       459,529       (1,224 )
Deloitte Consulting LLP
April 7, 2011
    694,334       120,744       680,589       13,745  
Dickinson Wright PLLC
March 15, 2011
    549,251       152,231       467,372       81,879  
DJM Realty Services, LLC
March 16, 2011
    388,424       102,764       329,423       59,001  
Ernst & Young LLP
April 7, 2011
    307,532       60,493       255,248       52,284  
The Garden City Group, Inc.
February 17, 2011
    1,185,103       371,873       1,165,563       19,540  
Jefferies & Company, Inc.
March 16, 2011
    864,243       212,815       738,432       125,811  
Kasowitz, Benson, Torres & Friedman LLP
March 15, 2011
    3,550,970       1,026,541       3,005,174       545,796  
Lowenstein Sandler PC
April 7, 2011
    1,426,607       388,760       1,207,657       218,950  
Mercer (US) Inc.
April 7, 2011
    82,791       12,105       48,641       34,150  
 
Total Payments to Professionals
  $ 20,079,890     $ 3,181,865     $ 18,580,487     $ 1,499,403  

Notes
1 - Represents amounts approved and payments made from the date of each firm's retention through August 27, 2011.
2 - Represents payments made from July 31, 2011 - August 27, 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
 
DIP Principal - Term Loan 1
    N/A       N/A  
DIP Principal - Revolver 1
    N/A       N/A  
DIP Interest - Term Loan
    N/A       N/A  
DIP Interest - Revolver
    N/A       N/A  
Leases Payable 2
  $ 11,698,138       1,688,745  
Adequate Assurance Payments - Utilities
    N/A       -  
Total Payments
    $ 1,688,744  

Notes
1 - The DIP Term Loan and Revolver were paid off in full in July 2011.
2 - August 2011 lease payments due in late-July 2011 were largely paid in the prior reporting period.
 
 
 

 
 
In re
BORDERS GROUP INC., et al.
 
Case No.
 
11-10614
 
Debtor
 
Reporting Period:
 
7/31/11 - 8/27/11
 
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
No
1
Have any assets been sold or transferred outside the normal course of business this reporting period?
X
 
2
Have any funds been disbursed from any account other than a debtor in possession account this reporting period?
 
X
3
Is the Debtor delinquent in the timely filing of any post-petition tax returns?
 
X
4
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?
 
X
5
Is the Debtor delinquent in paying any insurance premium payment?
 
X
6
Have any payments been made on pre-petition liabilities this reporting period?
X
 
7
Are any post-petition receivables (accounts, notes or loans) due from related parties?
 
X
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
14
Are any wages payments past due?
 
X
15
Have any post-petition loans been received by the Debtor from any party?
 
X
16
Is the Debtor delinquent in paying any US Trustee fees?
 
X
17
Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?
 
X
18
Have the owners or shareholders received any compensation outside of the normal course of business?
 
X

Explanations
 
1
The Debtors have sold assets pursuant to the Order Approving Agency Agreement, Store Closing Sales and Related Relief entered under Docket #91 on February 18, 2011.
 
6
The Debtors have made payments on account of pre-petition liabilities in accordance with Orders of the Bankruptcy Court specifically authorizing payment of such liabilities.
 
10
The Debtors do not own real property.
 
12
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) and 541 and Fed. R. Bankr. P. 6003 and 6004 Authorizing Debtors to Pay Pre-petition Taxes and Assessments entered under Docket #388 on March 15, 2011.