Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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In re Seal123, Inc.et al | | Case No. 15-10081 (CSS) Reporting Period: 5/1/2015 to 5/31/2015 |
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 case.
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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-1a | | x | | | | |
Bank Reconciliation (or copies of debtor’s bank reconciliations) | | MOR-1b | | | | x | | |
Schedule of Professional Fees Paid | | MOR-1C | | 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.
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Signature of Debtor | | | | Date | | |
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Signature of Joint Debtor | | | | Date | | |
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![LOGO](https://capedge.com/proxy/8-K/0001193125-15-239116/g36575g08h54.jpg)
| | | | June 26. 2015 | | |
Signature of Authorized Individual* | | | | Date | | |
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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: 5/1/2015 to 5/31/2015 |
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD MAY 1 to MAY 31, 2015
MOR-1
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| | Seal123, Inc. | | | Seal123 Retail | | | Seal123 Catalog | | | Seal123 GC | | | Total Company | |
Cash Receipts | | | | | | | | | | | | | | | | | | | | |
Cash and checks | | | — | | | | — | | | | — | | | | — | | | | — | |
Credit card | | | — | | | | — | | | | — | | | | — | | | | — | |
Other | | | — | | | | — | | | | — | | | | — | | | | — | |
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Total receipts | | | — | | | | — | | | | — | | | | — | | | | — | |
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Cash Disbursements | | | | | | | | | | | | | | | | | | | | |
Advertising | | | — | | | | — | | | | — | | | | — | | | | — | |
Benefits/Medical | | | — | | | | — | | | | — | | | | — | | | | — | |
Freight out | | | — | | | | — | | | | — | | | | — | | | | — | |
Merchandise | | | — | | | | — | | | | — | | | | — | | | | — | |
Other ** See note below | | | 98 | | | | — | | | | — | | | | — | | | | 98 | |
Payroll | | | — | | | | — | | | | — | | | | — | | | | — | |
Rent | | | — | | | | — | | | | — | | | | — | | | | — | |
Sales tax | | | — | | | | — | | | | — | | | | — | | | | — | |
Temp help | | | — | | | | — | | | | — | | | | — | | | | — | |
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Total disbursements | | | 98 | | | | — | | | | — | | | | — | | | | 98 | |
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Net Operating Cash Flow | | | (98 | ) | | | — | | | | — | | | | — | | | | (98 | ) |
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Non-operating Professional Fees | | | — | | | | — | | | | — | | | | — | | | | — | |
Capital Expenditure | | | — | | | | — | | | | — | | | | — | | | | — | |
Letter of credit | | | — | | | | — | | | | — | | | | — | | | | — | |
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Total Non-operating disbursements | | | — | | | | — | | | | — | | | | — | | | | — | |
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Net Cash Flow | | | (98 | ) | | | — | | | | — | | | | — | | | | (98 | ) |
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Disbursements for calculating US Trustee Quarterly Fees: | | | | | | | | | | | | | | | | | | | | |
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Total disbursements | | | 98 | | | | — | | | | — | | | | — | | | | 98 | |
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US Trustee Fees* | | | 1 | | | | 0 | | | | 0 | | | | 0 | | | | 2 | |
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* | US Trustee fees reflected in the table above are subject to change as disbursements by debtor reflect only one month of the quarter. |
** | Includes costs for stub period D&O insurance, consulting pay for CEO/CRO, quarterly board stipends for two board members and misc other costs. |
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In re Seal123, Inc. et al | | Case No. 15-10081 (CSS) |
| | Reporting Period: 5/1/2015 to 5/31/2015 |
Schedule of Bank Accounts with Book Balances
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Bank Account | | CONSOLIDATED | | | Seal123, Inc. | | | Seal123 Retail | | | Seal123 Catalog | | | Seal123 GC | |
Cash - Seal123, Inc. | | | 7,396 | | | | 7,396 | | | | — | | | | — | | | | — | |
Cash - BofA Inv (Cash collateralized LCs) (Note A) | | | 1,669 | | | | 1,669 | | | | — | | | | — | | | | — | |
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| | | 9,066 | | | | 9,066 | | | | — | | | | — | | | | — | |
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Note A: reflects standby letters of credit of $1.621 million, cash collateralized at 103%
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In re Seal123, Inc. et al | | Case No. 15-10081 (CSS) |
| | Reporting Period: 5/1/2015 to 5/31/2015 |
Declaration Regarding the Status of Bank Reconciliations of the Debtors
In re SeaI123, Inc. et al
| 1 | I am the Chief Executive Officer for Seal123, Inc. et al, the above-captioned debtors and debtors in possession (collectively, the “Debtors”). I am familiar with the Debtors’ day-to-day operations, business affairs and books and records. |
| 2 | 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 I 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. |
| 3 | To the best of my knowledge, all of the Debtors’ bank balances as of May 31, 2015 have been reconciled in an accurate and timely manner. |
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Dated June 26, 2015 | | | | Respectfully submitted, |
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| | | | ![LOGO](https://capedge.com/proxy/8-K/0001193125-15-239116/g36575g08h54.jpg)
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| | | | Bill Langsdorf |
| | | | Title: Chief Executive Officer |
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In re Seal123, Inc. et al | | | | Case No. 15-10081 (CSS) |
| | | | Reporting Period: 5/1/2015 to 5/31/2015 |
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID
This schedule is to include all retained professional payments from case inception to current month.
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| | Period Covered | | Amount Approved | | | Payor | | Check | | Amount Paid | | | Year-To-Date | |
Payee | | | | | 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, Tuchin, Bogdanoff & Stern, LLP | | 1/15/15 - 1/31/15 | | | 234 | | | The Wet Seal, Inc. | | | 15026 | | | 3/27/2015 | | | 220 | | | | 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. | | | 15085 | | | 3/31/2015 | | | 14 | | | | 0 | | | | 14 | | | | 0 | |
FreedMaxick | | 1/28/15 - 2/5/15 | | | 39 | | | The Wet Seal, Inc. | | | 14973 | | | 3/17/2015 | | | 29 | | | | 10 | | | | 29 | | | | 10 | |
Klee, Tuchin, Bogdanoff & Stern, 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 | |
Note: Reflects payments to professionals through 4/14/2015. As of 4/15/2015, the date of the closing of the asset sale, and through 5/31/2015, all professional fees have been paid by buyer.
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In re Seall23, Inc. et al MOR - 2 Debtor Income Statement-By Entity For the Month Ended May 31, 2015 | | Case No. 15-10081 (CSS) Reporting Period: 5/1/2015 to 5/31/2015 | | |
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| | | | | 01 | | | 02 | | | 03 | | | 04 | |
Unaudited | | CONSOLIDATED Actual | | | Seal123, Inc. Actual | | | Seal123 Retail Actual | | | Seal123 Catalog Actual | | | Seal123 GC Actual | |
Sales | | | — | | | | — | | | | — | | | | — | | | | — | |
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Cost of Sales | | | — | | | | — | | | | — | | | | — | | | | — | |
Buying | | | — | | | | — | | | | — | | | | — | | | | — | |
Planning/Allocation | | | — | | | | — | | | | — | | | | — | | | | — | |
Warehouse | | | — | | | | — | | | | — | | | | — | | | | — | |
Occupancy | | | — | | | | — | | | | — | | | | — | | | | — | |
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Total Cost of Sales | | | — | | | | — | | | | — | | | | — | | | | — | |
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Gross Profit (Loss) | | | — | | | | — | | | | — | | | | — | | | | — | |
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Gross Profit (Retail) | | | — | | | | — | | | | — | | | | — | | | | — | |
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S,G & A | | | | | | | | | | | | | | | | | | | | |
Selling-Store Expense | | | — | | | | — | | | | — | | | | — | | | | — | |
Selling-Field Support | | | — | | | | — | | | | — | | | | — | | | | — | |
Gen & Admin Expense * See note below | | | 98 | | | | 98 | | | | — | | | | — | | | | — | |
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Total S,G&A Expenses | | | 98 | | | | 98 | | | | — | | | | — | | | | — | |
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Operating (Loss) Income | | | (98 | ) | | | (98 | ) | | | — | | | | — | | | | | |
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Interest Exp, Net | | | — | | | | — | | | | — | | | | — | | | | — | |
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(Loss) Inc Cont Ops Before Tax | | | (98 | ) | | | (98 | ) | | | — | | | | — | | | | — | |
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Inc Tax Provision | | | — | | | | — | | | | — | | | | — | | | | — | |
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(Loss) Inc from Cont Ops | | | (98 | ) | | | (98 | ) | | | — | | | | — | | | | — | |
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Net Inc(Loss) Disc Ops | | | — | | | | — | | | | — | | | | — | | | | — | |
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Net (Loss) Inc | | | (98 | ) | | | (98 | ) | | | — | | | | — | | | | — | |
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* | Includes costs for stub period D&O insurance, consulting pay for CEO/CRO, quarterly board stipends for two board members and misc other costs. |
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In re Seal123, Inc. et al MOR - 3 Balance Sheet-By Entity-Condensed May, 2015 | | Case No. 15-10081 (CSS) Reporting Period: 5/1/2015 to 5/31/2015 | | |
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| | Consolidated Actual | | | Seal123, Inc. Actual | | | Seal123 Retail Actual | | | Seal123 Catalog Actual | | | Seal123 GC Actual | |
Assets | | | | | | | | | | | | | | | | | | | | |
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Current Assets:
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Cash And Cash Equivalents | | | 9,066 | | | | 9,066 | | | | — | | | | — | | | | — | |
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Liabilities And Stockholders’ (Deficit) Equity Stand-by letters of credit | | | 1,621 | | | | 1,621 | | | | | | | | | | | | | |
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Total Liabilities | | | 1,621 | | | | 1,621 | | | | — | | | | — | | | | — | |
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Stockholders’ (Deficit) Equity:
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Paid-In Capital | | | 7,445 | | | | 7,445 | | | | — | | | | — | | | | — | |
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Total Stockholders’ (Deficit) Equity | | | 7,445 | | | | 7,445 | | | | — | | | | — | | | | — | |
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Total Liabilities And Stockholders’ Equity | | | 9,066 | | | | 9,066 | | | | — | | | | — | | | | — | |
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In re Seal123, Inc. et al | | Case No. 15-10081 (CSS) Reporting Period: 5/1/2015 to 5/31/2015 |
STATUS OF POSTPETITION TAXES (See * Note below)
(In thousands)
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Seal123, Inc. et al | |
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| | Beginning Tax Liability | | | Amount Withheld or Accrued | | | Amount Paid | | | Ending Tax Liability | |
Federal | | | | | | | | | | | | | | | | |
Withholding | | | — | | | | — | | | | — | | | | — | |
FICA-Employee | | | — | | | | — | | | | — | | | | — | |
FICA-Employer | | | — | | | | — | | | | — | | | | — | |
Total Federal Taxes | | | — | | | | — | | | | — | | | | — | |
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State and Local | | | | | | | | | | | | | | | | |
Withholding | | | — | | | | — | | | | — | | | | — | |
Sales (See * Note below) | | | 162 | | | | — | | | | 162 | | | | — | |
Unemployment | | | — | | | | — | | | | — | | | | — | |
Income (See * Note below) | | | 31 | | | | — | | | | 31 | | | | — | |
Personal Property (See * Note below) | | | 104 | | | | — | | | | 104 | | | | — | |
Total State and Local | | | 297 | | | | — | | | | 297 | | | | — | |
Total Taxes | | | 297 | | | | — | | | | 297 | | | | — | |
SUMMARY OF UNPAID POSTPETITION DEBTS (See * Note below)
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Seal123, Inc. et al | |
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| | 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: 5/1/2015 to 5/31/2015 |
In re Seal123, Inc. et al
DEBTOR QUESTIONNAIRE
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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 |
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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 |
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3. | | Have all postpetition tax returns been timely filed? If no, provide an explanation below. | | X | | |
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4. | | Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. | | X | | |
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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 LocalRule 4001-3. | | | | X |