-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RndLYGfgXUfqDQBaYx8RLqMNv7bnNe82TTjpP+CQ1PaZvWW/6HiJfP1wQphnZ38g xaPmNr+zlllle6sW5S7jQg== 0000950144-02-001985.txt : 20020415 0000950144-02-001985.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950144-02-001985 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011126 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE MERCHANDISE CO INC CENTRAL INDEX KEY: 0000089107 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISC GENERAL MERCHANDISE STORES [5399] IRS NUMBER: 620816060 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09223 FILM NUMBER: 02565196 BUSINESS ADDRESS: STREET 1: 7100 SERVICE MERCHANDISE BLVD CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6156606000 MAIL ADDRESS: STREET 1: PO BOX 24600 CITY: NASHVILLE STATE: TN ZIP: 37202 8-K 1 g74492e8-k.htm SERVICE MERCHANDISE COMPANY e8-k
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report: November 26, 2001

SERVICE MERCHANDISE COMPANY, INC.

(Debtor-in-Possession as of March 27, 1999)
(Exact name of registrant as specified in its charter)
         
Tennessee   1-9223   62-0816060
 
 
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer
        Identification No.)
     
7100 Service Merchandise Boulevard, Brentwood, TN   37027
 
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (615) 660-6000

Not Applicable

(Former name or former address, if changed since last report)

 

Item 5. Other Events
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
EXHIBIT INDEX
PARTIAL MONTHLY OPERATING REPORT
PARTIAL MONTHLY OPERATING REPORT

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Item 5. Other Events

     Service Merchandise Company, Inc. (the “Company”) has filed (i) the remaining portion of its monthly operating report for the period commencing November 26, 2001 and ended December 30, 2001 (the “Completed Operating Report”), and (2) a partial monthly operating report for the period commencing December 31, 2001 and ended January 27, 2002 (the “Partial Operating Report”) (collectively, the “Operating Reports”) with the United States Bankruptcy Court for the Middle District of Tennessee, (the “Bankruptcy Court”) a copy of which is attached hereto as Exhibit 99 in connection with its voluntary petitions for reorganization under Chapter 11 of title 11 of the United States Bankruptcy Code in Case No. 399-02649.

     On January 4, 2002, the Company announced that it would cease continuing business operations, beginning with the commencement of going-out-of-business sales at more than 200 stores in 32 states on January 19, 2002, subject to approval by the Bankruptcy Court. On January 18, 2002, the Bankruptcy Court approved various forms of relief requested by the Company including (a) the proposed conduct of the going-out-of-business sales and the Company’s selection of a consultant to assist with these sales and (b) extension of the Company’s exclusive periods within which to file and solicit acceptances of a plan of liquidation under which the Company’s existing shareholders would not receive any distribution.

     In light of the foregoing and the below-cited reasons, the Company cautions readers not to place undue reliance upon the information contained in the Operating Reports. The Operating Reports contain unaudited information, and are in a format, prescribed by the applicable bankruptcy laws. The financial statements and schedules related to the Company included in the Operating Reports have not been prepared on a liquidation basis in accordance with generally accepted accounting principles (“GAAP”). The information needed to prepare the financial statements and schedules on a liquidation basis is not currently available to management. Attempting to obtain such information necessary to prepare the financial statements and schedules on a liquidation basis would cause undue hardship and expense to the Company. Preparation of the financial statements and schedules on a liquidation basis of accounting would result in material adjustments to the financial statements and schedules. Consequently, no representation is made regarding the sufficiency of the financial statements and schedules. The Company cautions readers not to place undue reliance on the financial statements and schedules contained herein.

     There can be no assurance that the Operating Reports are complete. The Operating Reports also contain information for periods which may be shorter or otherwise different from those contained in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such information may not be indicative of the Company’s financial condition or operating results for the periods reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act and readers are cautioned to refer to the Exchange Act filings. Moreover, the Operating Reports and other communications from the Company may include forward-looking statements subject to various assumptions regarding the Company’s operating performance that may not be realized and are subject to significant business, judicial, economic and competitive uncertainties and potential contingencies, including those described in this report, many of which are beyond the Company’s control. Consequently

 

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such matters should not be regarded as a representation or warranty by the Company that such matters will be realized or are indicative of the Company’s financial condition or operating results for future periods or the periods covered in the Company’s reports pursuant to the Exchange Act. Actual results for such periods may differ materially from the information contained in the Operating Reports and the Company undertakes no obligation to update or revise the Operating Reports.

     The Partial Operating Report includes a Rolling Revised Cash Flow Forecast which is a forward-looking statement subject to various assumptions regarding the Company’s business, operating performance and other factors including revenues, expenses, asset dispositions, trade terms and capital expenditures, and various risks and uncertainties including those set forth below. This information should be read in conjunction with the Company’s reports filed pursuant to the Exchange Act. Readers are cautioned that such information is being reported publicly because it is being distributed to a large number of the Company’s vendors for purposes of their credit analyses. The Company undertakes no obligation to update such information or to disclose similar information in future operating reports. The Rolling Revised Cash Flow Forecast was not examined, reviewed or compiled by the Company’s independent public accountants. The Rolling Revised Cash Flow Forecast is subject to future adjustments, if any, that could materially affect such information.

     The results of the Company’s planned liquidation and related distributions and the Company’s liquidity, capital resources and results of operations are subject to a number of risks and uncertainties including, but not limited to, the following: matters affecting the timing and amounts of anticipated distributions to creditors; the ability of the Company to successfully conduct going-out-of-business sales, maximize asset value and control expenses; the ability of the Company to comply with the terms of the DIP to Exit Facility; the ability of the Company to reduce its workforce and related expenses and to achieve anticipated cost savings; potential adverse developments with respect to the Company’s liquidity or results of operations; competitive pressures from other retailers, including specialty retailers and discount stores, which may affect the effectiveness of the planned liquidation; trends in the economy as a whole which may affect consumer confidence and consumer demand for the types of goods sold by the Company; the seasonal nature of the Company’s business; the ability of the Company to attract, retain and compensate key executives and associates; the ability of the Company to attract and retain customers; potential adverse publicity; and real estate occupancy and development costs, including the substantial fixed investment costs associated with opening, maintaining or closing a Company store.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (c)  Exhibits

     
99.1   Partial Monthly Operating Report for period ended December 30, 2001.
99.2   Partial Monthly Operating Report for period ended January 27, 2002.

 

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SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    SERVICE MERCHANDISE COMPANY, INC.
 
Date: February 28, 2002   By:   /s/ C. Steven Moore
C. Steven Moore
Senior Vice President, Chief Administrative
Officer, Secretary and General Counsel

 

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EXHIBIT INDEX

             
No.   Exhibit        
 
       
99.1   Partial Monthly Operating Report for the period ended December 30, 2001.
99.2   Partial Monthly Operating Report for the period ended January 27, 2002.

  EX-99.1 3 g74492ex99-1.txt PARTIAL MONTHLY OPERATING REPORT EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF TENNESSEE In re: Case No.: 399-02649 THROUGH 399-02680 ---------------------------------- SERVICE MERCHANDISE COMPANY, INC. Judge: PAINE --------------------------------- ---------------------------------- Chapter 11 Debtor(s) MONTHLY OPERATING REPORT FOR PERIOD ENDING December 30, 2001 --------------------------- COMES NOW, SERVICE MERCHANDISE COMPANY, INC. ---------------------------------------------------------- Debtor-In-Possession, and hereby submits its Preliminary Monthly Operating Report for the period commencing November 26, 2001 ----------------- and ending December 30, 2001 as shown by the report and exhibits consisting of 6 pages and ------------------------- --------------------- containing the following as indicated: Monthly Reporting Questionnaire (Attachment 1) ----- X Comparative Balance Sheets (Forms OPR-1 & OPR-2) ----- N/A Summary of Accounts Receivable (Form OPR-3) ----- X Schedule of Postpetition Liabilities (Form OPR-4) ----- X Statement of Income (Loss) (Form OPR-5) ----- I declare under penalty of perjury that this report and all the attachments are true and correct to the best of my knowledge and belief. On January 18, 2002, the United States Bankruptcy Court for the Middle District of Tennessee, Nashville Division (the "Bankruptcy Court") approved the request of Service Merchandise Company, Inc. and its Subsidiaries (the "Company") to immediately begin liquidating the inventory at all of its stores and to conduct store closing sales on a final basis and to discontinue operations at the stores. The financial statements and schedules related to the Company included herein have not been prepared on a liquidation basis in accordance with generally accepted accounting principles ("GAAP"). The information needed to prepare the financial statements and schedules on a liquidation basis is not currently available to management. Attempting to obtain such information necessary to prepare the financial statements and schedules on a liquidation basis would cause undue hardship and expense to the Company. Preparation of the financial statements and schedules on a liquidation basis of accounting would result in material adjustments to the financial statements and schedules. Consequently, no representation is made regarding the sufficiency of the financial statements and schedules. The Company cautions readers not to place undue reliance on the financial statements and schedules contained herein. The Debtor has filed with the U.S. Trustee on January 21, 2002, the preliminary December 30, 2001 Monthly Operating Report, which included certain schedules, including payroll, insurance, receipts and disbursements, payment to professionals and bank accounts, etc. This report includes those reports agreed upon as appropriate at this time between the Debtor and the U.S. Trustee. I also hereby certify that the original Monthly Operating Report was filed with the Bankruptcy Court Clerk and a copy delivered to the U.S. Trustee. Date: 2-19-01 DEBTOR - IN - POSSESSION ------- By: /s/ Michael E. Hogrefe -------------------------------------------------------- Name and Title: MICHAEL E. HOGREFE, SR. VP AND CHIEF FINANCIAL OFFICER -------------------------------------------------------- Address: 7100 SERVICE MERCHANDISE DRIVE -------------------------------------------------------- BRENTWOOD, TENNESSEE 37027 -------------------------------------------------------- Telephone No: (615) 660-3340 --------------------------------------------------------
Note: Report subject to further verification and account reconciliation procedures Page 1 FORM OPR-1 AND 2 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (DEBTOR-IN-POSSESSION) (IN THOUSANDS)
December 30, November 25, 2001 2001 ----------- ----------- ASSETS Current Assets: Cash and cash equivalents $ 33,865 $ 46,773 Accounts receivable 6,719 7,530 Inventories 394,601 542,561 Prepaid Expenses 11,106 22,663 ----------- ----------- TOTAL CURRENT ASSETS 446,291 619,527 ----------- ----------- PROPERTY AND EQUIPMENT Owned assets, net of accumulated depreciation 338,263 341,275 Capitalized leases, net of accumulated amortization 10,219 10,407 ----------- ----------- TOTAL PROPERTY AND EQUIPMENT 348,482 351,682 ----------- ----------- Other assets and deferred charges 34,777 35,464 ----------- ----------- TOTAL ASSETS $ 829,550 $ 1,006,673 =========== =========== LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY Liabilities Not Subject To Compromise Current Liabilities: Notes payable to banks $ 149,699 $ 346,063 Accounts payable 31,416 65,080 Accrued expenses 88,989 92,651 Fed & State Income tax 10,767 9,524 Current maturities capitalized leases 102 101 ----------- ----------- TOTAL CURRENT LIABILITIES 280,973 513,419 ----------- -----------
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 2 FORM OPR-1 AND 2 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (DEBTOR-IN-POSSESSION) (IN THOUSANDS)
December 30, November 25, 2001 2001 ----------- ----------- Long-Term Liabilities: Long-term debt 60,000 60,000 Capitalized lease obligations 2,295 2,303 Liabilities Subject To Compromise: Accrued restructuring costs 42,067 42,067 Capitalized lease obligations 18,932 19,213 Long-term debt 405,391 406,383 Accounts payable 198,842 198,948 Accrued expenses 102,799 95,429 ----------- ----------- Total Liabilities Subject To Compromise 768,031 762,040 TOTAL LIABILITIES 1,111,299 1,337,762 ----------- ----------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' (DEFICIT) EQUITY Common stock 49,935 49,935 Additional paid-in-capital 5,881 5,881 Deferred compensation (94) (106) Accumulated other comprehensive loss (179) (1,941) Retained (deficit) earnings (337,292) (384,858) ----------- ----------- TOTAL SHAREHOLDERS' (DEFICIT) EQUITY (281,749) (331,089) TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY $ 829,550 $ 1,006,673 =========== ===========
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 3 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: NOVEMBER 26, 2001 THROUGH DECEMBER 30, 2001 SCHEDULE OF POST PETITION LIABILITIES-ACCOUNTS PAYABLE Month Ended: 12/30/2001 FORM OPR-4
Total -------- Trade Accounts Payable (Merchandise) $ 31,416
Total -------- Expense & other payables $ 88,989
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 4 FORM OPR-5 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (DEBTOR-IN-POSSESSION) (IN THOUSANDS)
Activity Activity Activity YTD Activity YTD November 26, 2001 November 27, 2000 January 1, 2001 January 3, 2000 through through through through December 30, 2001 December 31, 2000 December 30, 2001 December 31, 2000 ----------------- ----------------- ----------------- ----------------- Net Sales $ 294,399 $ 328,830 $ 1,074,646 $ 1,550,001 Costs of merchandise sold and buying and occupancy expense 199,475 209,367 776,430 1,167,452 --------- --------- ----------- ----------- Gross margin after cost of merchandise sold and buying and occupancy expenses 94,924 119,463 298,216 382,549 Selling, General and Administrative Expenses: Net Employment Expense 18,696 27,727 170,169 280,879 Net Advertising 16,531 21,099 63,996 94,138 Banking and Other Fees 3,633 4,170 17,820 21,714 Real Estate and Other Taxes 706 659 21,121 21,549 Supplies 1,377 2,127 9,246 12,827 Communication and Equipment 334 478 3,817 4,677 Travel 337 565 4,044 6,496 UCC and Other Services 1,050 1,099 (2,792) (5,921) Legal and Professional 234 403 3,989 3,987 Sales and Shipping 39 139 1,084 1,281 Insurance 1,146 (1,315) 5,855 2,954 Miscellaneous (283) (456) 223 (380) Credit Card Services (15) (129) (22,051) (674) --------- --------- ----------- ----------- Total Selling, General and Administrative Expenses 43,785 56,566 276,521 443,527 Other expense/(income), net 2 (7) 1,347 (15,211) Restructuring charge (credit) -- (81) -- (2,507) Depreciation and amortization 3,943 3,875 41,324 39,352 --------- --------- ----------- ----------- Earnings (loss) before interest, reorganization items, and income tax 47,194 59,110 (20,976) (82,612) Interest expense - debt 3,445 4,412 38,447 38,329 Interest expense - capitalized leases 243 212 3,098 3,468 --------- --------- ----------- ----------- Earnings (loss) before reorganization items, and income tax 43,506 54,486 (62,521) (124,409)
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 5 FORM OPR-5 SERVICE MERCHANDISE COMPANY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (DEBTOR-IN-POSSESSION) (IN THOUSANDS)
Activity Activity Activity YTD Activity YTD November 26, 2001 November 27, 2000 January 1, 2001 January 3, 2000 through through through through December 30, 2001 December 31, 2000 December 30, 2001 December 31, 2000 ----------------- ----------------- ----------------- ----------------- Reorganization Items: Severance -- -- -- 9,423 Legal and Professional 1,908 11,238 24,061 44,867 Miscellaneous 204 1,120 2,764 4,224 Loss (Gain) on Disposal of Assets -- 395 1,533 (2,609) Close Store Charges -- 44 246 (352) --------- --------- ----------- ----------- Total Reorganization Items 2,112 12,797 28,604 55,553 Earnings (loss) before income tax 41,394 41,689 (91,125) (179,962) Income tax benefit 6,172 406 6,172 406 Cumulative Effect of Change in Accounting Principles -- -- -- -- --------- --------- ----------- ----------- Net earnings (loss) $ 47,566 $ 42,095 $ (84,953) $ (179,556) ========= ========= =========== ===========
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 6 EX-99.2 4 g74492ex99-2.txt PARTIAL MONTHLY OPERATING REPORT EXHIBIT 99.2 UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF TENNESSEE In re: Case No.: 399-02649 THROUGH 399-02680 ---------------------------- SERVICE MERCHANDISE COMPANY, INC. Judge: PAINE --------------------------------- ---------------------------- Chapter 11 Debtor(s) MONTHLY OPERATING REPORT FOR PERIOD ENDING January 27, 2002 --------------------------- COMES NOW, SERVICE MERCHANDISE COMPANY, INC. ---------------------------------------------------------- Debtor-In-Possession, and hereby submits its Preliminary Monthly Operating Report for the period commencing December 31, 2001 ----------------- and ending January 27, 2002 as shown by the report and exhibits consisting of 10 pages and ------------------------- ----------------- containing the following as indicated: X Monthly Reporting Questionnaire (Attachment 1) ----- Comparative Balance Sheets (Forms OPR-1 & OPR-2) ----- N/A Summary of Accounts Receivable (Form OPR-3) ----- Schedule of Postpetition Liabilities (Form OPR-4) ----- Statement of Income (Loss) (Form OPR-5) ----- I declare under penalty of perjury that this report and all the attachments are true and correct to the best of my knowledge and belief. On January 18, 2002, the United States Bankruptcy Court for the Middle District of Tennessee, Nashville Division (the "Bankruptcy Court") approved the request of Service Merchandise Company, Inc. and its Subsidiaries (the "Company") to immediately begin liquidating the inventory at all of its stores and to conduct store closing sales on a final basis and to discontinue operations at the stores. The financial statements and schedules related to the Company included herein have not been prepared on a liquidation basis in accordance with generally accepted accounting principles ("GAAP"). The information needed to prepare the financial statements and schedules on a liquidation basis is not currently available to management. Attempting to obtain such information necessary to prepare the financial statements and schedules on a liquidation basis would cause undue hardship and expense to the Company. Preparation of the financial statements and schedules on a liquidation basis of accounting would result in material adjustments to the financial statements and schedules. Consequently, no representation is made regarding the sufficiency of the financial statements and schedules. The Company cautions readers not to place undue reliance on the financial statements and schedules contained herein. The Debtor and the U.S. Trustee agreed that the Debtor will file the remaining forms by March 18, 2002. I also here by certify that the original Monthly Operating Report was filed with the Bankruptcy Court Clerk and a copy delivered to the U.S. Trustee. Date: 2-19-02 DEBTOR - IN - POSSESSION ------- By: /s/ Michael E. Hogrefe ------------------------------------------------------------- Name and Title: MICHAEL E. HOGREFE, SR. VP AND CHIEF FINANCIAL OFFICER ------------------------------------------------------------- Address: 7100 SERVICE MERCHANDISE DRIVE ------------------------------------------------------------- BRENTWOOD, TENNESSEE 37027 ------------------------------------------------------------- Telephone No: (615) 660-3340 -------------------------------------------------------------
Note: Report subject to further verification and account reconciliation procedures Page 1 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD:DECEMBER 31, 2001 THROUGH JANUARY 27, 2002 1. PAYROLL
WAGES TAXES OFFICERS TITLE GROSS NET DUE PAID - ------------------------------------------------------------------------------------------------------------------------------------ S. CUSANO CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER $252,717.35 $149,748.46 $ 5,726.24 $93,362.02 JANE F. GILMARTIN PRESIDENT AND CHIEF MERCHANDISING OFFICER $ 40,149.10 $ 24,025.92 $ 3,980.39 $11,767.41 C. STEVEN MOORE SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER, GENERAL COUNSEL AND SECRETARY $113,305.69 $ 66,265.79 $ 2,342.13 $42,234.67 MICHAEL E. HOGREFE SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER $ 23,903.33 $ 14,164.73 $ 1,957.96 $ 6,080.98 ERIC A. KOVATS SENIOR VICE PRESIDENT, STORES $859,899.35 $597,129.75 $224,315.08 $27,176.44 KARREN M. PRASIFKA VICE PRESIDENT, ASSISTANT GENERAL COUNSEL $ 53,116.74 $ 36,201.20 $ 1,594.14 $15,182.89 KENNETH A. CONWAY VICE PRESIDENT AND CONTROLLER $ 46,534.60 $ 32,528.80 $ 807.73 $11,941.31 JOE M. ELLIOTT VICE PRESIDENT, PROPERTY ADMINISTRATION $ 39,398.16 $ 27,412.75 $ 790.86 $10,302.58 KIMBERLY B. SOUTHARD ASSISTANT VICE PRESIDENT, STRATEGIC PLANNING AND ASSISTANT TREASURER $ 16,594.70 $ 10,736.92 $ 790.31 $ 4,770.07 The following associates received the remainder of the Stay Bonus included in the amounts above. S. CUSANO $195,000.00 C. STEVEN MOORE $ 78,750.01 ERIC A. KOVATS $ 51,562.58 KARREN M. PRASIFKA $ 25,200.01 KENNETH A. CONWAY $ 21,600.25 JOE M. ELLIOTT $ 20,250.03 The following associates received the remainder of the SIP Bonus included in the amounts above. KARREN M. PRASIFKA $ 10,935.00 JOE M. ELLIOTT $ 7,500.00 KENNETH A. CONWAY $ 8,500.00 KIMBERLY B. SOUTHARD $ 5,500.00 The following associate received severance and term vacation included in the amounts above. ERIC A. KOVATS $ 20,112.25 Vacation $776,801.00 Severance
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 2 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: DECEMBER 31, 2001 THROUGH JANUARY 27, 2002 2. INSURANCE
COVERAGE POLICY EXPIRATION PREMIUM DATE COVERAGE TYPE NAME OF CARRIER AMOUNT NUMBER DATE AMOUNT PAID THROUGH - ------------------------------------------------------------------------------------------------------------------------------------ Property Fireman's Fund Insurance Co $5 Million 01MXI9761300 12/31/02 $453,750 06/30/02 Royal Indemnity Co. $5 Million RHD317182 12/31/02 $60,000 06/30/02 Westchester Fire $15 Million WXA663479-0 12/31/02 $51,500 06/30/02 Commonwealth Ins Co $25 Million CLP 10333 12/31/02 $79,459 06/30/02 Boiler & Machinery Hartford Steam Boiler $10 Million FBP4914359 12/31/02 $20,248 12/31/02 Transit Fireman's Fund Insurance Co $1 Million OIMXI97600751 12/31/02 $10,000 12/31/02 General Liability Ace American Ins Co $5 Million XSLG2057804A 12/31/02 $250,000 12/31/02 Tenants Liability - AOS Pacific Employers Ins. Co. $5 Million HDOG20578129 12/31/02 Incl. In GL 12/31/02 Tenants Liability-First Union Pacific Employers Ins. Co. $5 Million HODG20578087 12/31/02 Incl. In GL 12/31/02 Workers' Compensation-AOS Pacific Employers Ins Co Statutory WLRC43124456 12/31/02 $201,195 12/31/02 WC Excess Ace American Ins Co Statutory XWC014136 12/31/02 $24,034 12/31/02 Workers' Compensation-DAS Pacific Employers Ins Co Statutory WLRC43124493 12/31/02 Incl. In WC Excess 12/31/02 WC Retro Pacific Employers Ins. Co. Statutory SCFC43031673 12/31/02 Incl. In WC Excess 12/31/02 WC Contractual Indemnity Illinois Union Insurance Co Statutory CTPG20577794 12/31/02 $15,750 12/31/02 Auto Pacific Employers Ins Co $1 Million ISAH07969661 12/31/02 $43,572 12/31/02 Umbrella Ohio Casualty Group $25 Million BX(02)O52805120 06/30/02 $52,006 06/30/02 Excess Liability American Guarantee & Lia. Ins. $50 Million AEC287610704 03/31/02 $12,500 03/31/02 Excess Liability Great American Assurance $25 Million EXC5752226 06/30/02 $18,600 06/30/02 International Ace American Ins Co $1 Million PHF051491 12/31/02 $2,500 12/31/02 Directors & Officers Continental Insurance Co $10 Million 300714943 03/01/02 $200,000 03/01/02 Federal Insurance Co $10 Million 81278902-A 03/01/02 $190,000 03/01/02 Royal Insurance Co $10 Million PSF000009 03/01/02 $175,000 03/01/02 Greenwich Ins. Co. $10 Million ELU82217-01 03/01/02 $198,949 03/01/02 Zurich-American Ins. Co. $10 Million DOC3746468-00 03/01/02 $146,704 03/01/02 Kemper Insurance Co $10 Million 3DY00200100 03/01/02 $99,110 03/01/02 Crime National Union Fire Ins Co $10 Million 8726439 03/01/02 $53,833 03/01/02 Fiduciary National Union Fire Ins Co $10 Million 8726812 03/01/02 $25,839 03/01/02 Employment Practices Liability Chubb Insurance Co $5 Million 81278901A 03/01/02 $100,000 03/01/02 National Union Fire Ins Co $5 Million 8727499 03/01/02 $70,000 03/01/02 Royal Insurance Co $10 Million PSF000010 03/01/02 $85,000 03/01/02 Special Crime Reliance Insurance Co $25 Million NFK1951937 05/01/02 $13,458 05/01/02
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 3 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: DECEMBER 31, 2001 THROUGH JANUARY 27, 2002 3. BANK ACCOUNTS TOTAL CASH AND CASH EQUIVALENTS CASH IN STORES AND HOME OFFICE HOME OFFICE $ 4,950 CORPORATE ACCOUNTS 8,993,676 CREDIT CARD CASH ACCOUNTS (SALES PROCESSED BY CREDIT CARD COMPANY) 4,426,870 OTHER DEPOSITORY ACCOUNTS SERVICE MERCHANDISE - MUSCULAR DYSTROPHY ASSOC. 92,779 OTHER CASH ACCOUNTS 92,231 INVESTMENTS SHORT TERM INVESTMENTS 279,725 ------------ TOTAL CASH PER GENERAL LEDGER $ 13,890,231 ============
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 4 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: DECEMBER 31, 2001 THROUGH JANUARY 27, 2002 ROLLING REVISED CASH FLOW FORECAST (DOLLARS IN THOUSANDS)
Actual Actual 12/31/01 01/27/02 -------- -------- Ending total revolver balance $149,699 $ -- Term loan 60,000 -- Standby letters of credit 20,727 20,571 Trade letters of credit 29,210 11,948 -------- -------- Total extensions of credit 259,636 32,519 Borrowing base 433,322 118,250 -------- -------- Availability $173,686 $ 85,731 ======== ========
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 5 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: DECEMBER 31, 2001 THROUGH JANUARY 27, 2002 SCHEDULE OF POST PETITION LIABILITIES FORM OPR-4 (DOLLARS IN THOUSANDS)
DATE TOTAL DUE INCURRED DATE DUE (1/27/02 Balance) ------------------------------------------------- POST PETITION SECURED DEBT Revolver borrowings 04/14/00 04/14/04 $ -- Facility standby letters of credit 04/14/00 04/14/04 20,571 Facility trade letters of credit 04/14/00 04/14/04 11,948 Term loans 04/14/00 04/14/04 -- ------- TOTAL EXTENSIONS OF CREDIT $32,519 ======= ACCRUED INTEREST PAYABLE $ 799 =======
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 6 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: DECEMBER 31, 2001 THROUGH JANUARY 27, 2002 4. PAYMENTS TO PROFESSIONALS DECEMBER 31, 2001 THROUGH JANUARY 27, 2002
Vendor # Vendor Name Check Amt. Check Date Check # - ------------------------------------------------------------------------------------------------------------------------- 57117 Deloitte and Touche $68,950.00 12/31/01 50062484 102914 Ernst and Young, LLP $3,189.00 12/31/01 50062544 57117 Deloitte and Touche $16,276.00 12/31/01 50062547 99391 Otterbourg , Steindler, Houston and Rosen, PC $164,657.93 01/08/02 B0026445 99454 Harwell, Howard, Hyne, Gabbert and Manner, PC $27,789.26 01/09/02 B0026446 57117 Deloitte and Touche $30,000.00 01/15/02 50063396 99444 Sitrick and Company, Inc. $3,248.69 01/16/02 B0026697 99454 Harwell, Howard, Hyne, Gabbert and Manner, PC $21,561.64 01/16/02 B0026698 99459 Robert L.Berger and Associates $12,034.79 01/18/02 B0026678 101730 CBIZ Property Tax Solutions, Inc. $1,027.35 01/23/02 50063972 101730 CBIZ Property Tax Solutions, Inc. $4,011.04 01/23/02 50063973 101730 CBIZ Property Tax Solutions, Inc. $1,800.47 01/23/02 50063974 50995 Brann and Isaacson $582.96 01/23/02 50063976 86237 Brusniak, Clement, Harrison and McCool, PC $114.56 01/23/02 50063977 101606 Service Real Estate Venture $201.70 01/24/02 50063990 95384 Deloitte and Touche, LLP $43,930.47 01/24/02 50064013 57117 Deloitte and Touche $74,154.00 01/24/02 50064203 71217 Bass, Berry and Sims $164,320.00 01/25/02 B0026585 99391 Otterbourg , Steindler, Houston and Rosen, PC $121,254.64 01/25/02 B0026587 101993 Rothschild, Inc. $89,800.84 01/25/02 B0026740
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 7 CHAPTER 11 MONTHLY OPERATING REPORT CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: DECEMBER 31, 2001 THROUGH JANUARY 27, 2002 SUMMARY OF ACCOUNTS RECEIVABLE MONTH ENDED: JANUARY 27, 2002 FORM OPR-3 NOT APPLICABLE Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 8 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: DECEMBER 31, 2001 THROUGH JANUARY 27, 2002 SCHEDULE OF POST PETITION LIABILITIES FORM OPR-4
Date Date Total TAXES PAYABLE Incurred Due Due ------------------------------------ Federal income tax ** Various Various $ 1,730 State income tax Various Various (6) ------- SUBTOTAL $ 1,724 ------- Sales/use tax SUBTOTAL * Various Various $ 6,556 ------- Personal property tax * Various Various 919 Real estate taxes * Various Various 10,174 Inventory taxes * Various Various - Gross receipts/bus licenses * Various Various 30 Franchise taxes * Various Various 752 ------- SUBTOTAL $11,875 ------- ------- TOTAL TAXES PAYABLE $20,155 =======
* liability included in accrued expenses on OPR-2 ** tax reserve Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 9 CHAPTER 11 MONTHLY OPERATING REPORT MONTHLY REPORTING QUESTIONNAIRE CASE NAME: SERVICE MERCHANDISE COMPANY, INC. et. al. CASE NUMBER: 399-02649 THROUGH 399-02680 PERIOD: DECEMBER 31, 2001 THROUGH JANUARY 27, 2002 RECEIPTS AND DISBURSEMENTS (DOLLARS IN THOUSANDS)
Actual Actual Actual Actual Total Monday 12/31/02 01/07/03 01/14/03 01/21/03 12/31/02 Sunday 01/06/02 01/13/02 01/20/02 01/27/02 01/27/02 -------- -------- -------- -------- -------- Receipts: Sales receipts $ 21,206 $ 8,892 $ 15,040 $ -- $ 45,138 Miscellaneous receipts -- -- -- 242,769 242,769 -------- -------- -------- -------- -------- Total available collections 21,206 8,892 15,040 242,769 287,907 Disbursements: Merchandise disbursements 6,579 4,022 3,660 4,726 18,987 Non-merchandise disbursements 17,738 11,826 16,923 12,382 58,869 -------- -------- -------- -------- -------- Total disbursements 24,317 15,848 20,583 17,108 77,856 -------- -------- -------- -------- -------- Net receipts/(disbursements) $ (3,111) $ (6,956) $ (5,543) $225,661 $210,051 ======== ======== ======== ======== ========
Note: The disclosure on page 1 is an integral part of these consolidated financial statements and schedules. Page 10 -----END PRIVACY-ENHANCED MESSAGE-----