Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
In re: | ) | Case No. 02 B 12059 (Jointly Administered) |
| ) | |
HA 2003, INC. formerly known as | ) | Chapter 11 |
HA-LO INDUSTRIES, INC., et al., | ) | |
| | ) | Hon. Carol A. Doyle |
| Debtors and | ) | |
| Debtors-in-Possession, | | |
DEBTORS’ POST-SALE MONTHLY OPERATING REPORT
FOR THE PERIOD FROM OCTOBER 1, 2003 THROUGH OCTOBER 31, 2003
FILED | |
UNITED STATES BANKRUPTCY COURT | |
NORTHERN DISTRICT OF ILLINOIS | |
| |
DEC 23 2003 | |
| |
KENNETH S. GARDNER, CLERK | |
PS REP. - CC | |
| | Neal L. Wolf (IL ARDC No. 6186361) |
| | Todd L. Padnos (IL ARDC No. 6209679) |
| | Brett J. Kitei (admitted pro hac vice) |
| | LeBOEUF, LAMB, GREENE & MACRAE, LLP |
| | One Embarcadero Center, 4th Floor |
| | San Francisco, CA 94111 |
| | Telephone: (415) 951 1100 |
| | Facsimile: (415) 951 1180 |
| | |
| | Counsel for Debtors and Debtors-in-Possession |
HA2003, Inc., formerly known as HA-LO Industries, Inc. (“HA-LO”), and its wholly-owned subsidiaries, LW2003, Inc., formerly known as Lee Wayne Corporation (“Lee Wayne”), and Starbelly.com, Inc. (“Starbelly”), debtors and debtors-in-possession in these Chapter 11 cases (collectively, the “Debtors”), (1) hereby submit this post-sale monthly operating report for the period from October 1, 2003 through October 31, 2003.
The customary reporting format provides for financial information of a debtor operating a business. On May 14, 2003, HA-LO and Lee Wayne sold substantially all of their assets to two affiliates of H.I.G. Capital, LLC. These assets included all operating assets of the Debtors. As a result, the Debtors are no longer operating a promotional products business. Given the foregoing, the format for this report has been modified.
Dated: December 22, 2003 | | Respectfully submitted, |
| | |
| | |
| | /s/ Brett J. Kitei |
| | | Neal L. Wolf (IL ARDC No. 6186361) |
| | | Todd L. Padnos (IL ARDC No. 6209679) |
| | | Brett J. Kitei (admitted pro hac vice) |
| | | LeBoeuf, Lamb, Greene & MacRae, LLP |
| | | One Embarcadero Center, 4th Floor |
| | | San Francisco, CA 94111 |
| | | Telephone: (415) 951 1100 |
| | | Facsimile: (415) 951 1180 |
| | | Counsel for Debtors and Debtors-in-Possession |
| | | |
(1) On May 14, 2003, HA-LO and Lee Wayne sold substantially all of their assets to two affiliates of H.I.G. Capital, LLC (the “HIG Buyer”). In connection with this sale, HA-LO and Lee Wayne sold their rights to the names HA-LO and Lee Wayne to the HIG Buyer, subject to the reservation of HA-LO’s and Lee Wayne’s right to use such name in connection with its Chapter 11 case. Thereafter, pursuant to the terms of the Order entered by the Bankruptcy Court on April 4, 2003 authorizing such asset sale, HA-LO and Lee Wayne changed their names to HA2003, Inc. and LW2003, Inc., respectively. Notwithstanding the foregoing, HA2003, Inc. formerly known as HA-LO Industries, Inc. is referred to herein as HA-LO. The use of this definition is for the convenience of the parties to this lawsuit and should not be confused with any business being operated presently by the HIG Buyer under the name of HA-LO.
2
TABLE OF CONTENTS
Monthly Operating Report
HA-LO INDUSTRIES, INC. (Case No. 02 B 12059)
For the period of October 1, 2003 through October 31, 2003
Exhibit A
HA2003, Inc.
Monthly Operating Report - October 2003
Case No. 02 B 12059 (Jointly Administered)
Balance Sheet as at October 30, 2003
| | HA2003, Inc. | | LW2003, Inc. | | Starbelly.com | | Consolidated | |
| | | | | | | | | |
ASSETS | | | | | | | | | |
Current Assets | | | | | | | | | |
Unrestricted Cash and Cash Equivalents | | 7,765,991 | | 3,715 | | — | | 7,769,706 | |
Accounts Receivable | | 2,946,651 | | (388 | ) | — | | 2,946,262 | |
Note Receivable | | 5,952,463 | | — | | — | | 5,952,463 | |
Inventories | | — | | — | | — | | — | |
Prepaid Expenses | | 123,367 | | — | | — | | 123,367 | |
Professional Retainers | | — | | — | | — | | — | |
Other Current Assets | | — | | — | | — | | — | |
TOTAL CURRENT ASSETS | | 16,788,471 | | 3,327 | | — | | 16,791,797 | |
Property and Equipment | | | | | | | | — | |
Real Property and Improvements | | — | | — | | — | | — | |
Machinery and Equipment | | — | | — | | — | | — | |
Furniture, Fixtures and Office Equipment | | — | | — | | — | | — | |
Leasehold Improvements | | — | | — | | — | | — | |
Vehicles | | — | | — | | — | | — | |
Less Accumulated Depreciation | | — | | — | | — | | — | |
TOTAL PROPERTY & EQUIPMENT | | — | | — | | — | | — | |
Other Assets | | | | | | | | — | |
Loans to Insiders | | — | | — | | — | | — | |
Other Assets | | — | | — | | — | | — | |
TOTAL OTHER ASSETS | | — | | — | | — | | — | |
TOTAL ASSETS | | 16,788,471 | | 3,327 | | — | | 16,791,797 | |
| | | | | | | | | |
LIABILITIES AND OWNER EQUITY | | | | | | | | | |
Liabilities Not Subject to Compromise (Postpetition) | | | | | | | | | |
Accounts Payable | | — | | — | | — | | — | |
Taxes Payable | | 115,870 | | — | | — | | 115,870 | |
Wages Payable | | — | | — | | — | | — | |
Notes Payable | | — | | — | | — | | — | |
Reant/Leases - Building/Equipment | | — | | — | | — | | — | |
Professional Fees | | 2,069,676 | | — | | — | | 2,069,676 | |
Amounts due Insiders | | — | | — | | — | | — | |
Other Postpetition Liabilities | | — | | 41,666 | | — | | 41,666 | |
TOTAL POSTPETITION LIABILITIES | | 2,185,546 | | 41,666 | | — | | 2,227,212 | |
Liabilities Subject to Compromise (Pre-petition) | | | | | | | | — | |
Secured Debt | | — | | — | | — | | — | |
Priority Debt | | — | | — | | — | | — | |
Unsecured Debt | | 36,439,411 | | 8,054,233 | | 5,105,738 | | 49,599,381 | |
TOTAL PRE-PETITION LIABILITIES | | 36,439,411 | | 8,054,233 | | 5,105,738 | | 49,599,381 | |
| | | | | | | | — | |
TOTAL LIABILITIES | | 38,624,957 | | 8,095,898 | | 5,105,738 | | 51,826,593 | |
| | | | | | | | — | |
Owners Equity | | | | | | | | — | |
Capital Stock | | 461,385,054 | | 1,000 | | — | | 461,386,054 | |
Additional Paid in Capital | | — | | | | — | | — | |
Partners’ Capital Account | | — | | | | — | | — | |
Owners Equity Account | | — | | | | — | | — | |
Retained Earning - Pre-petition | | (80,420,662 | ) | 6,991,016 | | (305,135,251 | ) | (378,564,897 | ) |
Retained Earning - Postpetition | | (390,248,093 | ) | (15,084,588 | ) | 300,029,513 | | (105,303,168 | ) |
Adjustments to Owners Equity | | (12,552,785 | ) | — | | — | | (12,552,785 | ) |
Postpetition Contributions | | — | | — | | | | — | |
NET OWNERS EQUITY | | (21,836,486 | ) | (8,092,572 | ) | (5,105,738 | ) | (35,034,796 | ) |
| | | | | | | | — | |
TOTAL LIABILITIES AND OWNER EQUITY | | 16,788,471 | | 3,327 | | 0 | | 16,791,797 | |
Exhibit B
HA2003, Inc.
Case No. 02 B 12059 (Jointly Administered)
Monthly Operating Report - October 2003
Cash Receipts
Date | | Description | | Receipts | | Note | |
| | | | | | | |
10/03/03 | | Marc Simon | | 50,000.00 | | funds from escrow for 10/03 severence | |
10/03/03 | | Staples | | 69,150.73 | | preference settlement | |
10/03/03 | | Alpi International Ltd | | 18,000.00 | | preference settlement | |
10/03/03 | | American Greenwood Inc | | 9,000.00 | | preference settlement | |
10/03/03 | | Arizona Sun Products, Inc | | 4,500.00 | | preference settlement | |
10/03/03 | | Bolle | | 4,800.00 | | preference settlement | |
10/03/03 | | Beltsville Plastic Products Company | | 666.00 | | preference settlement | |
10/03/03 | | Chemical Light Inc | | 4,000.00 | | preference settlement | |
10/03/03 | | Communication Graphic | | 1,200.00 | | preference settlement | |
10/03/03 | | Design FX | | 6,666.66 | | preference settlement | |
10/03/03 | | DRI MARK PRODUCTS, INC | | 9,329.00 | | preference settlement | |
10/03/03 | | Encore Etch, Inc | | 250.00 | | preference settlement | |
10/03/03 | | Executive Line | | 2,500.00 | | preference settlement | |
10/03/03 | | Grumpes | | 1,000.00 | | preference settlement | |
10/03/03 | | Innovation Specialties | | 4,000.00 | | preference settlement | |
10/03/03 | | Textile Products | | 5,500.00 | | preference settlement | |
10/03/03 | | Pacific Screenprint International, Inc | | 1,936.25 | | preference settlement | |
10/03/03 | | Petersen & Lefkofsky PC | | 2,000.00 | | preference settlement | |
10/03/03 | | Rainmen USA, Inc | | 2,100.00 | | preference settlement | |
10/03/03 | | Shockwaves Promotional Apparel | | 5,000.00 | | preference settlement | |
10/03/03 | �� | Smart Dimensions Inc | | 6,000.00 | | preference settlement | |
10/03/03 | | Vonco Products, Inc | | 2,172.74 | | preference settlement | |
10/03/03 | | Western Badge & Trophy Co | | 3,166.67 | | preference settlement | |
10/03/03 | | State of Michigan | | 2,165.00 | | Lee Wayne 2002 single business tax refund | |
10/06/03 | | Sopuch Arnett Higgins Y Gaubert LLP | | 6,000.00 | | preference settlement | |
10/09/03 | | Todays Staffing | | 19,352.94 | | preference settlement | |
10/16/03 | | 3 Strikes Cusom Design | | 500.00 | | preference settlement | |
10/16/03 | | Advertising Specialty Institute | | 12,000.00 | | preference settlement | |
10/16/03 | | Ashland Graphic Arts | | 1,817.50 | | preference settlement | |
10/16/03 | | American Cube Corp | | 2,675.92 | | preference settlement | |
10/16/03 | | Birmingham Printing and Publishing | | 5,500.00 | | preference settlement | |
10/16/03 | | Diversified Adtee | | 500.00 | | preference settlement | |
10/16/03 | | Douglas Stephens Plastics, Inc | | 2,191.99 | | preference settlement | |
10/16/03 | | FJ&M dba Winner Mater Sportswear | | 3,000.00 | | preference settlement | |
10/16/03 | | Fanda Enterprises | | 2,000.00 | | preference settlement | |
10/16/03 | | Flents Products Company | | 4,300.00 | | preference settlement | |
10/16/03 | | Goodhope Bags Industries Inc | | 2,455.00 | | preference settlement | |
10/16/03 | | Interall | | 1,500.00 | | preference settlement | |
10/16/03 | | Marketing Innovators | | 20,124.24 | | preference settlement | |
10/16/03 | | Simon Pearce | | 4,700.00 | | preference settlement | |
10/16/03 | | The Americanna Corp | | 2,250.00 | | preference settlement | |
10/16/03 | | The Coleman Company | | 1,897.66 | | preference settlement | |
10/16/03 | | Top Apparel Inc dba One Stop | | 4,000.00 | | preference settlement | |
10/16/03 | | Traffic Works | | 1,000.00 | | preference settlement | |
10/16/03 | | Waldor Products | | 5,000.00 | | preference settlement | |
10/16/03 | | Wisconsin Knitwear | | 1,500.00 | | preference settlement | |
10/22/03 | | Jumbo CD interest | | 5,833.33 | | | |
10/22/03 | | AMC Holding | | 26,629.00 | | preference settlement | |
10/22/03 | | Beachline Corporation | | 2,000.00 | | preference settlement | |
10/22/03 | | Cardinal Industries | | 5,000.00 | | preference settlement | |
10/22/03 | | Carlson Craft | | 6,100.00 | | preference settlement | |
1
Date | | Description | | Receipts | | Note | |
10/22/03 | | Corporate Image, Inc. | | 2,900.00 | | preference settlement | |
10/22/03 | | Curtis 1000, Inc | | 4,800.00 | | preference settlement | |
10/22/03 | | E.A. Dion Incorporated | | 17,000.00 | | preference settlement | |
10/22/03 | | Dixie Seal & Stamp Co | | 700.00 | | preference settlement | |
10/22/03 | | Earl Butler & Associates | | 11,600.00 | | preference settlement | |
10/22/03 | | Encore Etch, Inc | | 250.00 | | preference settlement | |
10/22/03 | | ETS Express, Inc | | 6,000.00 | | preference settlement | |
10/22/03 | | Fiberlok | | 6,219.42 | | preference settlement | |
10/22/03 | | Flents Products Company, Inc. | | 300.00 | | preference settlement | |
10/22/03 | | Gemaco Playing Card Co | | 2,350.00 | | preference settlement | |
10/22/03 | | Smart Dimensions Inc | | 6,000.00 | | preference settlement | |
10/22/03 | | The Americana Company | | 2,700.00 | | preference settlement | |
10/22/03 | | Western Badge & Trophy Co | | 3,166.67 | | preference settlement | |
10/31/03 | | Forefront Staffing, Inc. | | 1,110.00 | | preference settlement | |
10/31/03 | | AAA Glass | | 1,000.00 | | preference settlement | |
10/31/03 | | Acme Specialties dba Grumpe’s | | 1,000.00 | | preference settlement | |
10/31/03 | | Ad-Tek Specialties, Inc. | | 5,100.00 | | preference settlement | |
10/31/03 | | Berney-Karp, Inc | | 1,000.00 | | preference settlement | |
10/31/03 | | Chemical Light, Inc | | 4,000.00 | | preference settlement | |
10/31/03 | | Custom Craft Plastics | | 1,000.00 | | preference settlement | |
10/31/03 | | Distinctive Brands Limited | | 1,000.00 | | preference settlement | |
10/31/03 | | Emporium Leather Co., Inc. | | 800.00 | | preference settlement | |
10/31/03 | | Design FX | | 6,666.66 | | preference settlement | |
10/31/03 | | Gary Plastic (Garyline) | | 7,000.00 | | preference settlement | |
10/31/03 | | Lewis Label Products | | 7,691.06 | | preference settlement | |
10/31/03 | | Molenaar, Inc | | 4,650.00 | | preference settlement | |
10/31/03 | | Rainmen USA, Inc. | | 2,100.00 | | preference settlement | |
10/31/03 | | Tropar Manufacturing Co., Inc. | | 1,169.69 | | preference settlement | |
10/22/03 | | Beanstalk | | 371,562.50 | | 7th of 8 payments on $2.9MM note | |
10/31/03 | | MM Inerest | | 216.01 | | | |
| | | | | | | |
| | Total | | 845,983 | | | |
Exhibit C
HA2003, Inc.
Case No. 02 B 12059 (Jointly Administered)
Monthly Operating Report - October 2003
Cash Disbursements
Clear Date | | Check Date | | Check # | | Description | | Disbursements | | Note | |
| | | | | | | | | | | |
10/06/03 | | 09/22/03 | | 1023 | | ComEd | | (11,624 | ) | Oak Brook - unbilled electric 11/2001 to 1/2003, net of $5,178.69 rent credit | |
10/08/03 | | 10/03/03 | | 1024 | | Piper Rudnick | | (490,754 | ) | professional fees | |
10/08/03 | | 10/03/03 | | 1026 | | UPS | | (31 | ) | | |
10/08/03 | | | | | | ADP Payroll fees | | (80 | ) | | |
10/09/03 | | 10/03/03 | | 1027 | | Fasken Martineau | | (1,942 | ) | Cdn $2,605.02 - legal fees related to Nerok and Westminster sale | |
10/14/03 | | 10/03/03 | | 1025 | | LeBoeuf, Lamb, Greene & McRae | | (131,943 | ) | professional fees | |
10/14/03 | | | | | | LaSalle Bank - Fee for Commerical Services | | (49 | ) | | |
10/15/03 | | 10/13/03 | | 1030 | | FedEx | | (20 | ) | | |
10/16/03 | | 10/13/03 | | 1029 | | Neal, Gerber & Eisenberg | | (39,930 | ) | professional fees | |
10/20/03 | | 09/15/03 | | 1019 | | Level 3 Communications | | (2,000 | ) | administrative expense per order entered 8/29/2003 | |
10/23/03 | | 10/13/03 | | 1028 | | Bank One | | (21,000 | ) | annual fees for 6 escrow accounts ($3,500 each) | |
10/29/03 | | 10/13/03 | | 1031 | | Treasurer of the State of Ohio | | (5,983 | ) | Halo - 2002 franchise taxes | |
10/31/03 | | 10/13/03 | | 1032 | | Treasurer of the State of Ohio | | (224 | ) | Lee Wayne - 2002 franchise tax | |
10/31/03 | | 10/13/03 | | 1033 | | Treasurer of the State of Ohio | | (50 | ) | Starbelly - 2002 franchise tax | |
10/31/03 | | | | | | ADP TX/FINCL SVC ADP - TAX | | (8,068 | ) | MSS - Taxes for November Severence $50k | |
10/31/03 | | | | | | ADP TX/FINCL SVC ADP - TAX | | (11,943 | ) | MSS - Taxes for November Severence $50k | |
| | | | | | | | | | | |
| | | | | | Total | | (725,639 | ) | | |
Exhibit D
HA2003, Inc.
Case No. 02 B 12059 (Jointly Administered)
Monthly Operating Report - October 2003
Accounts and Notes Receivable
Premier - intercompany | | 2,804,414 | |
HIG - assumed float | | 141,848 | |
Beanstalk - note receivable | | 362,500 | |
Ha-Lo Holdings, BV (HIG) - note receivable | | 4,589,963 | |
Upshot Escrow | | 1,000,000 | |
| | | |
Total | | 8,898,725 | |
Exhibit E
HA2003, Inc.
Monthly Operating Report - October 2003
Case No. 02 B 12059 (Jointly Administered)
Accounts Payable
Mayer Brown Rowe | | 3,402 | |
Petersen & Lefkofsky | | 575 | |
Fasken Martineau Dumoulin | | 2,413 | |
Logan & Co | | 16,649 | |
Wildman Harrold Allen & Dixon | | 25,863 | |
Sachnoff & Weaver | | 34,603 | |
Ungaretti & Harris | | 4,064 | |
Ernst & Young | | 6,056 | |
FTI Consulting* | | 42,500 | |
Piper Rudnick* | | 500,000 | |
Saul Ewing* | | 31,996 | |
Silverman Consulting | | 171,877 | |
Sperling & Slater* | | 552,963 | |
Neal Gerber & Eisenberg* | | 85,000 | |
LeBoeuf, Lamb Greene & McRae* | | 452,730 | |
Alix Partners* | | 100,000 | |
Salans* | | 38,986 | |
| | | |
Total | | 2,069,676.34 | |
* estimate
Exhibit F
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
CASE NAME: HA2003, INC. | | CASE NO.: 02 B 12059 |
FOR OCTOBER 1 THRU OCTOBER 31, 2003
TAX QUESTIONNAIRE
Debtors in possession and trustees are required to pay all taxes incurred after the filing of their Chapter 11 petition on an as due basis. Please indicate whether the following post petition taxes or withholdings have been paid currently.
1. | | Federal Income Taxes | | Yes ý | | No o |
| | | | | | |
2. | | FICA withholdings | | Yes ý | | No o |
| | | | | | |
3. | | Employee’s withholdings | | Yes ý | | No o |
| | | | | | |
4. | | Employer’s FICA | | Yes ý | | No o |
| | | | | | |
5. | | Federal Unemployment Taxes | | Yes ý | | No o |
| | | | | | |
6. | | State Income Tax | | Yes ý | | No o |
| | | | | | |
7. | | State Employee withholdings | | Yes ý | | No o |
| | | | | | |
8. | | All other state taxes | | Yes o | | No ý |
If any of the above have not been paid, state below the tax not paid, the amounts past due and the date of last payment.
Item 8
• Michigan Foreign Corporation Fee, $23,870 due May 15, 2002 (form not received until September).
• Delaware Franchise Tax, $92,000 due December 1, 2002.
• The aforementioned taxes have not been paid pending resolution of issues relating to authorized, issued and outstanding stock and related capital, the basis for these taxes.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
CASE NAME: LW2003, INC. | | CASE NO.: 02 B 13224 |
FOR OCTOBER 1 THRU OCTOBER 31, 2003
TAX QUESTIONNAIRE
Debtors in possession and trustees are required to pay all taxes incurred after the filing of their Chapter 11 petition on an as due basis. Please indicate whether the following post petition taxes or withholdings have been paid currently.
1. | | Federal Income Taxes | | Yes ý | | No o |
| | | | | | |
2. | | FICA withholdings | | Yes ý | | No o |
| | | | | | |
3. | | Employee’s withholdings | | Yes ý | | No o |
| | | | | | |
4. | | Employer’s FICA | | Yes ý | | No o |
| | | | | | |
5. | | Federal Unemployment Taxes | | Yes ý | | No o |
| | | | | | |
6. | | State Income Tax | | Yes ý | | No o |
| | | | | | |
7. | | State Employee withholdings | | Yes ý | | No o |
| | | | | | |
8. | | All other state taxes | | Yes ý | | No o |
If any of the above have not been paid, state below the tax not paid, the amounts past due and the date of last payment.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
CASE NAME: STARBELLY.COM | | CASE NO.: 02 B 13221 |
FOR OCTOBER 1 THRU OCTOBER 31, 2003
TAX QUESTIONNAIRE
Debtors in possession and trustees are required to pay all taxes incurred after the filing of their Chapter 11 petition on an as due basis. Please indicate whether the following post petition taxes or withholdings have been paid currently.
1. | | Federal Income Taxes | | Yes o | | No o |
| | | | | | |
2. | | FICA withholdings | | Yes o | | No o |
| | | | | | |
3. | | Employee’s withholdings | | Yes o | | No o |
| | | | | | |
4. | | Employer’s FICA | | Yes o | | No o |
| | | | | | |
5. | | Federal Unemployment Taxes | | Yes o | | No o |
| | | | | | |
6. | | State Income Tax | | Yes o | | No o |
| | | | | | |
7. | | State Employee withholdings | | Yes o | | No o |
| | | | | | |
8. | | All other state taxes | | Yes o | | No o |
If any of the above have not been paid, state below the tax not paid, the amounts past due and the date of last payment.
NOT APPLICABLE
Exhibit G
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
DECLARATION UNDER PENALTY OF PERJURY
I, Marc S. Simon, acting as the duly authorized agent for the Debtor in Possession (Trustee) declare under penalty of perjury under the laws of the United States that I have read and I certify that the figures, statements, disbursement itemizations, and account balances as listed in this Monthly Report of the Debtor are true and correct as of the date of this report to the best of my knowledge, information and belief.
| /s/ Marc S. Simon, CEO | |
| For the Debtor In Possession (Trustee) |
| |
| Print or type name and capacity of person signing this Declaration: |
| |
| Marc S. Simon | |
| CEO | |
DATED: | Nov. 21, 2003 | | |
| | | | |