/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/081220.mbx T R O U B L E D C O M P A N Y R E P O R T E R Saturday, December 20, 2008, Vol. 12, No. 303 Headlines ACCEPTANCE INSURANCE: Posts $43,166 Net Loss in November 2008 BOSCOV'S INC: Files Monthly Operating Report -- Ended November 1 BUFFETS HOLDINGS: Monthly Operating Report -- Ended November 19 CADENCE INNOVATION: Monthly Operating Report -- Ended October 31 CATHOLIC CHURCH: Fairbanks' Operating Report -- Ended October 31 FRONTIER AIRLINES: Files Monthly Operating Report -- October 31 PROPEX INC: Files Monthly Operating Report -- November 2, 2008 QUEBECOR WORLD: Files Monthly Operating Report -- November 1 SHARPER IMAGE: Files Monthly Operating Report -- October 31 ******** ACCEPTANCE INSURANCE: Posts $43,166 Net Loss in November 2008 ------------------------------------------------------------- Acceptance Insurance Companies Inc. reported total assets of $22,810,791, total liabilities of $138,206,695, and stockholders' deficit of $115,395,904 as of Nov. 30, 2008. For the month ended Nov. 30, 2008, the Debtor generated total revenue of $885 and incurred a net loss of $43,166. A full-text copy of the Debtor's November 2008 monthly report is available for free at: http://www.sec.gov/Archives/edgar/data/74783/000119312508253445/de x991.htm About Acceptance Insurance Headquartered in Council Bluffs, Iowa, Acceptance Insurance Companies, Inc. -- http://www.aicins.com/-- owns, either directly or indirectly, several companies, one of which is an insurance company that accounts for substantially all of the business operations and assets of the corporate groups. The company filed for Chapter 11 protection on Jan. 7, 2005 (Bankr. D. Nebr. Case No. 05-80059). The Debtor's affiliates -- Acceptance Insurance Services, Inc. and American Agrisurance, Inc. -- each filed Chapter 7 petitions (Bankr. D. Nebr. Case Nos. 05-80056 and 05-80058) on Jan. 7, 2005. John J. Jolley, Esq., at Kutak Rock LLP, represents the Debtor in its restructuring efforts. Lawyers at McGrath North Mullin & Kratz PC, LLO represent the Official Committee of Unsecured Creditors in Acceptance Insurance's case. BOSCOV'S INC: Files Monthly Operating Report -- Ended November 1 ---------------------------------------------------------------- Boscov's Inc. et al. Consolidated Balance Sheet As of November 1, 2008 Assets Current Assets: Cash and cash equivalents $11,069,916 Deposits for utilities 1,228,645 Trade accounts receivable 12,028,761 Due from affiliated companies 0 Merchandise inventory 255,681,000 Prepaid expenses & other current assets Deferred taxes 9,664,472 Prepaid expenses 6,126,984 Prepaid rent 2,904,528 Prepaid real estate taxes 1,775,037 Inventory reserve -- Gordon Bros. 1,300,000 Prepaid advertising 1,144,382 Deferred rent - asset -- current 590,749 Prepaid rent Lehigh -- current 275,000 Prepaid insurance 240,498 Prepaid commission Boscov -- current 249,857 Prepaid miscellaneous taxes 86,665 Loans and exchanges -- employees 41,647 ------------ Total current assets 304,408,141 Property and equipment Fixtures, building improvements 263,936,855 Leasehold improvements 78,326,230 Construction in progress 4,296,322 Property/equipment capital lease 0 ------------ 346,559,407 Less: accumulated depreciation 227,940,167 ------------ Property and equipment, net 118,619,240 Other assets 36,391,228 ------------ Total Assets $459,418,609 ============ Liabilities and Stockholders' Equity Current Liabilities: Accounts payable -- postpetition $6,407,952 Unpaid prepetition rents 4,017,549 Accrued expenses 3,974,029 Accrued professional fees and holdbacks 2,174,189 Fair value of derivative instruments 412,382 Current maturities of long-term debt 190,969 ------------ Total current liabilities 17,177,070 ------------ DIP loan 153,422,781 Liabilities subject to compromise Accounts payable and accrued liabilities, unsecured 116,284,689 Second lien term loan -- secured 38,068,386 Long term debt -- secured 6,983,877 ------------ Total DIP and Liabilities Subject to Compromise 314,759,732 Deferred income tax 2,047,523 Other long-term liabilities Deferred revenue -- landlord allowance 36,028,293 Deferred rent liability -- non-current 18,174,784 Insurance reserve 17,559,542 Deferred revenue -- credit card gain 14,502,194 Debt obligation Christiana 5,277,379 Long-term liability Lehigh 5,221,761 Deferred revenue -- Monmouth sale 4,059,162 Deferred revenue -- Boscoverage 2,797,171 Deferred revenue -- vendors 250,000 ------------ Total long-term liabilities 420,677,540 ------------ Total Liabilities 437,854,611 Stockholders' Equity Preferred stock, Class A 0 Preferred stock, Class B 0 Preferred stock, Class C 0 Common stock 53,960 Common stock, non-voting 28,484,091 Partners' capital/capital contribution 0 Interest rate derivative equity adjustment (242,892) Additional paid-in capital 12,307,096 Members' equity 0 Treasury stock (180,562,771) Retained earnings -- prepetition 191,505,543 Current earnings -- postpetition (29,981,029) ------------ Total Stockholders' Equity 21,563,998 ------------ Total Liabilities & Equity $459,418,609 ============ Boscov's, Inc., et al. Statement of Operations From October 5 to November 1, 2008 Boscov's Boscov's Department Inc., et al. Store LLC ----------- ----------- Net sales $67,834,998 $67,834,998 Cost of sales: Merchandise inventory 231,416,000 231,416,000 Purchases 63,762,310 63,762,310 Less: Purchase discounts 0 0 Net purchases 63,762,310 63,762,310 Freight In 297,351 297,351 Cost of purchases 64,059,661 64,059,661 Merchandise available for sale 295,475,661 295,475,661 ----------- ----------- Merchandise inventory, end of period 255,681,000 255,681,000 ----------- ----------- Cost of goods sold 39,794,661 39,794,661 ----------- ----------- Gross margin 28,040,337 28,040,337 Other income: Other income 51,700 51,700 Gain on sale of assets 506,359 441,139 Royalties on trademark 0 (683,956) Royalties - Boscov's charge sales 1,224,714 1,224,714 ----------- ----------- Total other income 1,782,773 1,033,597 Occupancy and Buying Costs: Rent/CAMs 2,716,237 2,837,032 Buyers costs 1,527,972 1,527,972 Utilities 1,323,689 1,323,689 Real estate taxes 935,920 935,920 Employee discount 635,907 635,907 Equipment rental 550,368 550,368 Store cleaning 450,324 450,324 Delivery expenses 433,302 379,421 Office equipment maintenance/ service contracts 175,448 175,448 Maintenance 130,982 130,982 Loss prevention 35,944 35,944 Trash 29,488 29,488 Repairs 14,561 14,561 Buying service 13,568 13,568 Boscov's rewards points 11,513 11,513 Storage trailers 5,974 0 Parking lot maintenance 3,037 3,037 Marking 217 217 Kitchen rent (15,193) (15,193) ----------- ----------- Total occupancy & buying 8,979,257 9,040,197 Total Cost of Goods Sold and Occupancy and Buying 48,773,918 48,834,858 ----------- ----------- Gross profit 20,843,853 20,033,737 Selling, general and administrative expenses Payroll 13,398,568 12,623,185 Newspaper 3,707,401 3,707,401 Professional fees 1,944,021 1,930,614 Hospitalization 1,752,341 1,761,715 Payroll taxes 959,897 945,766 Television 882,461 882,461 Bank card charges 458,547 458,547 Internet 374,474 374,474 Electronic data processing 370,716 370,716 Insurance 334,987 334,987 Liquidation results 311,585 311,585 Wrapping 297,856 297,856 Insurance claims -- prior period 245,503 245,503 Warehouse trucks 225,746 298,085 Credit expense 179,925 179,925 Telephone 167,465 167,355 Miscellaneous taxes 98,316 94,285 Outside services 96,272 96,272 Bank service charge 90,057 89,977 Miscellaneous 85,692 85,641 Cleaning supplies 52,039 52,039 Travel 49,638 49,638 Automobile expense 44,785 41,891 Display 44,674 44,674 Postage 42,860 42,860 Group life insurance 42,117 42,117 Employee expense 38,735 38,735 Supplies 34,978 34,978 Marketing 34,271 34,271 Gift cards 33,815 33,815 Office supplies 32,377 31,964 Form and equipment supplies 9,027 9,027 Check scan 4,665 4,665 Free bus and parking 4,074 4,074 Employee expense -- classified ads 2,781 2,781 Store error dist. 2,036 2,036 Third party expense reimbursement 1,269 1,269 Administrative fees 400 (1,600) Bad debts (300) (300) Collection expense (455) (455) Promotional gift cards (813) (813) Supplies -- print shop (3,675) (3,675) Subscriptions (4,294) (4,294) Leased department advertising (52,539) (52,539) PM income (396,544) (396,544) Co-op advertising (591,692) (591,692) Buyers costs (1,527,972) (1,527,972) ----------- ----------- Total Selling, General and Admin Expenses 23,878,088 23,147,302 Depreciation 1,168,813 1,133,934 Deferred financing amortization 216,015 216,015 Loss on asset disposition 25,230,037 25,230,037 Interest expense 1,662,248 1,923,196 Profit sharing/401K match 0 0 ----------- ----------- Income (Loss) before taxes (31,311,349) (31,616,748) Provision for income taxes (11,743,040) 0 ----------- ----------- Net income (loss) ($19,568,309) ($31,616,748) =========== =========== The Debtors also filed with the Court a summary of their cash receipts and disbursements for October 2008, a copy of which is available for free at: http://bankrupt.com/misc/Boscovs_CashFlows_Oct2008.pdf Headquartered in Reading, Pennsylvania, Boscov's Inc. -- http://www.boscovs.com/-- is America's largest family-owned independent department store, with 49 stores in Pennsylvania, New York, New Jersey, Maryland, Delaware and Virginia. Boscov's Inc. and its debtor-affiliates filed for Chapter 11 protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637). Judge Kevin Gross presides over the cases. David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day, serve as the Debtors' lead counsel. The Debtors' financial advisor is Capstone Advisory Group and their investment banker is Lehman Brothers, Inc. The Debtors' claims agent is Kurtzman Carson Consultants L.L.C. Boscov's listed assets of $538 million and liabilities of $479 million in its bankruptcy filing. (Boscov's Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BUFFETS HOLDINGS: Monthly Operating Report -- Ended November 19 --------------------------------------------------------------- Buffets Holdings, Inc. Balance Sheet As of November 19, 2008 ASSETS Current Assets: Cash on Hand - drawer $1,374,632 Total depository account 4,381,062 Temporary investments 25,000,000 Cash 6,926,527 -------------- Total cash & cash equivalents 37,682,222 Receivables-landlord 25,042 Credit card receivables 1,388,836 Intercompany - Total rebates receivable 3,271,029 Accounts receivable 5,892,843 Due to/From affiliate 0 -------------- Total Receivables 10,577,751 Inventory 31,044,918 -------------- Total Inventories 31,044,918 Restricted cash 2,601,256 Employee advances 21,988 Escrow deposits - short term 632,327 Deposits - prefunded LC - current 21,088,986 Prepaid car leases 42,185 Prepaid Insurance 1,080,758 Prepaid rent 2,866,673 Prepaid other 2,513,971 Prepaid advertising 9,628,196 Prepaid rent escrow 285,063 Notes receivable - short term 11,957 -------------- Total prepaid expenses & other assets 38,172,104 Deferred income taxes - current 13,651,000 Deferred tax valuation allowance - current (13,651,000) -------------- Total current assets 120,078,250 Cabinet division inventory 4,282,595 Corporate inventory 577,933 Proceeds of sale clearing account (1,200) CIP - non system 385,927 Land 9,298,836 Building 5,586,674 Accumulated depreciation - building (887,232) Leasehold improvement 158,596,744 Accumulated amortization (95,013,803) Equipment 220,858,948 Accumulated depreciation - equipment (138,417,828) Automobile 315,330 Accumulated depreciation - auto (129,267) Assets to be sold - PP&E 16,364,294 Accumulated depreciation - assets to be sold (83,228) -------------- Total property, plant & equipment, net 181,734,722 Goodwill 116,639,959 Intellectual property 0 Acquisition costs 18,133,818 -------------- Total goodwill 134,773,776 Deferred income taxes - non-current 95,451,879 Deferred tax valuation allowance - non-current (95,451,879) Liquor licenses 343,681 Leasehold interest 1,457,237 Recipes 2,070,991 Trademark 56,600,000 -------------- Total other intangible assets 60,471,909 Prepaid rent deposits 1,745,726 Deposits 3,597,167 Deposits - other long term 42,865 Insurance loss deposits 353,520 Investments in subsidiaries 31,045 Interest rate swap 0 Total debt issuance costs 39,272,249 Total accum. amortization debt issuance costs (16,189,827) Notes receivable from subsidiaries 0 Total notes receivable - long term 7,370 Split Dollar Life Ins. Receivable 2,169,580 -------------- Total other noncurrent assets 31,029,696 Total assets $528,088,352 ============== LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities: Accounts payable - prepetition $24,489,820 Accounts payable - postpetition 43,663,046 COD Clearing 0 Misc. accruals - restaurant level 7,782,999 Misc accruals - WIS (663) Misc. accruals - corp level 4,429,163 -------------- Total accounts payable 80,364,365 Accrued 401(k) 928,194 Accrued payroll 11,891,847 Accrued bonus 971,672 Accrued payroll taxes 3,837,095 Accrued vacation 7,222,848 -------------- Total accrued compensation 24,853,656 Accrued insurance - auto 27,053 Workers compensation payable 22,333,860 Accrued insurance - general liability 15,366,871 Accrued health_dental_life 3,022,057 Accrued insurance - other 199,420 -------------- Total accrued insurance 40,949,260 Accrued percentage rent 1,575,573 Accrued interest - short term 25,024,363 Accrued property taxes 9,966,059 Accrued litigation - reserve 9,428,224 Accrued postage (12,025) Accrued advertising 2,617,993 Accrued liabilities - other 7,766,861 Deferred income - current 97,883 Gifts certificates/gift cards 4,005,745 Cash receipts suspense 143,094 Lease Rejection Claims Reserve 50,237,330 Sales/use tax payable 11,742,204 Accrued restaurant closing costs 3,969,027 -------------- Total accrued liabilities 192,365,245 Income taxes payable (3,986,334) Estimated income taxes 557,419 -------------- Total income taxes payable (3,428,915) Current maturities of long-term debt 5,300,000 Short term borrowings 56,300,000 Short term borrowings - DIP 79,950,000 Short term borrowings - vendor LC draws 6,258,450 -------------- Total current liabilities 417,109,145 Notes payable to parent Senior debt - bank 518,728,000 Senior debt - public 300,000,000 -------------- Total long-term debt 818,728,000 Accrued rent 45,563,010 Deferred Income tax 22,793,000 Income tax payable - non-current 21,774,000 Long term sublease deposits 33,905 Post retirement benefits payable 18,788 Total deferred income 5,705,476 -------------- Total other long-term liabilities 5,758,169 -------------- Total non-current liabilities 914,616,179 -------------- Total liabilities 1,331,725,324 -------------- Shareholders' Equity: Capital Stock 63,358 Additional paid in capital 835,631 Contributed capital 0 Interco contributions (distributions) 0 Dividends paid (interco) 0 Dividends received (interco) 0 Accum other comprehensive income 0 Dividends paid to shareholders (101,164,801) Retained earnings (630,166,122) Level 8 profit/loss (73,205,038) -------------- Retained earnings (804,535,960) Total shareholders' equity (803,636,927) -------------- Total liabilities & Stockholders' equity $528,088,352 ============== Buffets Holdings, Inc. Income Statement For the month ended November 19, 2008 Total sales $104,876,538 Total food cost 37,963,283 Total labor 31,264,695 Operating costs 14,470,103 Occupancy costs 12,463,750 -------------- Total DIR & O/C 26,933,853 -------------- Total restaurant costs 96,161,830 -------------- Restaurant profit (level 4) 8,714,708 Total SG&A Expense 9,124,463 Closed restaurant costs 21,103 Impairment Cost - Merger/integration costs - -------------- Earnings from operations (430,701) Other income (expense) Franchise income 45,573 Interest income 137 Interest expense (6,468,291) Other income (expense) 27,807 Reorganization Costs (4,174,388) Net Worth Tax (51,398) Intercompany 0 -------------- Total other income (expense) (10,620,559) -------------- Earnings before tax (11,051,418) Net worth tax Income Taxes 68,000 -------------- Net earnings (loss) ($11,119,418) ============== Buffets Holdings, Inc. Schedule of Cash Receipts & Disbursements For the month ended November 19, 2008 Cash Receipts (inc. Sales tax): Cash receipts $66,810,000 Credit card 44,275,000 -------------- 111,085,000 Receipts (Gift card usage) 0 Rebates, other 4,034,000 --------------- Total cash receipts 115,119,000 Operating Disbursements: A/P Check 6,574,000 EFT 55,909,000 Change in trade terms (874,000) Payroll 31,972,000 Rent (Cash occupancy) 7,793,000 Sales tax 3,508,000 Other operating 0 -------------- Total operating disbursements 104,882,000 -------------- Net operating cash flows 10,237,000 Non-operating Disbursements (Receipts): Income tax 0 Total CapEx 3,569,000 Professional fees, inc. holdbacks 1,661,000 Closed restaurant costs 0 Deposits (Utility) 0 Other (18,000) Cash (Proceeds) from asset sales 0 -------------- Total non-operating disbursements 5,212,000 Financing Payments: Interest expense 6,173,000 Interest (income) (45,000) DIP Fees/other 0 Principal payments 0 --------------- Total financing disbursements 6,128,000 -------------- Total net disbursements 116,222,000 Net cash receipts (disbursements) ($1,103,000) ============== About Buffets Holdings Headquartered in Eagan, Minnesota, Buffets Holdings Inc. -- http://www.buffet.com/-- is the parent company of Buffets, Inc., which operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse restaurants, and franchises sixteen steak-buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain brands. Buffets, Inc. employs approximately 37,000 team members and serves approximately 200 million customers annually. The company and all of its subsidiaries filed Chapter 11 protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). Joseph M. Barry, Esq., M. Blake Cleary, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims and balloting agent. The U.S Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Otterbourg Steindler Houston & Rosen PC and Pachulski Stang Ziehl Young &Jones as counsels. The Debtors' balance sheet as of Sept. 19, 2007, showed total assets of $963,538,000 and total liabilities of $1,156,262,000. As reported in the Troubled Company Reporter on Feb. 26, 2008, the Court granted on February 22, 2008, final approval of the Debtors' debtor-in-possession credit facility, consisting of $85 million of new funding and $200 million carried over from the company's prepetition credit facility. (Buffets Holdings Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CADENCE INNOVATION: Monthly Operating Report -- Ended October 31 ---------------------------------------------------------------- Cadence Innovation LLC Unaudited Balance Sheet As of October 31, 2008 ASSETS: Cash $1,661 Accounts Receivable 30,972 Manufacturing Inventories 14,781 Tooling Inventories 2,891 IC Receivable Payable (53,008) Prepaid Expenses and other current assets 2,679 Professional Retainers 1,439 Assets Held for Sale 3,700 ---------- Total Current Assets 5,115 Property, Plant and Equipment Capital Leases 1,809 Land 10,121 Building and Improvements 26,499 Machinery & Equipment 61,664 Office & Transportation Equipment 4,239 Construction-in-Progress 2,253 ---------- Total Property, Plant & Equipment 106,585 Accumulated Depreciation (20,829) ---------- Net Property, Plant & Equipment 85,756 ---------- Loans to Insiders - Intangible Assets, Net 682 Other Non-Current Assets 3,587 ---------- TOTAL ASSETS $95,140 ========== LIABILITIES: Postpetition Liabilities: Accounts Payable (8,883) Accrued Accounts Payable 15,724 Accrued Wages 439 Accrued Taxes - Payroll 83 Accrued Fringe Benefits 3,496 Accrued Taxes - Property and Sales and Use 64 Accrued Severance - Amounts due to Insiders - ---------- Total Postpetition Liabilities (sic) 8,926 Prepetition Liabilities: Secured Debt 13,133 Priority Debt - Unsecured Debt 112,571 ---------- Total Prepetition Liabilities 125,704 EQUITY: Owners Capital 302,123 Retained Earnings ? Prepetition (340,500) Retained Earnings ? Postpetition (1,113) ---------- TOTAL LIABILITIES AND EQUITY $95,140 ========== Cadence Innovation LLC Unaudited Operating Statement Month Ended October 31, 2008 Total Revenue/Sales $33,914 Cost of Sales 27,351 ---------- Gross Profit 6,563 Expenses: Advertising - Auto and Truck Expense - Bad Debts - Contributions - Employee Benefit Programs 1,090 Insider Compensation 162 Insurance 71 Management Bonuses - Office Expenses - Pension and Profit Sharing Plans - Professional Fees - Non Bankruptcy 4 Repairs and Maintenance 34 Rent and Lease Expense 546 Salaries/Commissions/Fees 1,108 Supplies 19 Taxes - Payroll 347 Taxes - Real Estate 141 Taxes - Other - Travel and Entertainment 35 Utilities 130 Other (161) ---------- Total Expenses 3,525 Depreciation 831 ---------- Net Operating Profit (Loss) 2,207 Other - Interest Expense and 1% OEM Discounts 722 (Gain)/Loss from Discontinued Operations 13 Intercompany Transfers - ---------- Net Profit (Loss) 1,472 Reorganization Items Professional Fees 1,347 Trustee Fees 10 Interest Earned on Accumulated Cash from Chap. 11 - (Gain)/Loss from Sale of Equipment - Other Reorganization Expense - ---------- Total Reorganization Expenses 1,357 Income Taxes - ---------- NET INCOME/(LOSS) $115 ========== Cadence Innovation LLC Schedule of Cash Receipts and Disbursements for the month ended October 31, 2008 Cash - Beginning of Month $1,781 Receipts: Cash Sales - Accounts Receivable 36,536 Other Receipts (4,977) ---------- Total Receipts 31,559 ---------- Disbursements: Net Payroll 4,742 Contract labor 1,381 Payroll Taxes 1,801 Sales, Use and Other Taxes 41 Inventory Purchases 19,384 Capital Expenditures - Machinery & Equipment 512 Employee Expenses 71 Insurance 21 Rent and Leases 162 Purchased Services 633 Utilities 666 Tooling 1,002 Other 250 Operating and Maintenance Supplies 601 Owner Draw - Legal and Professional Fees 94 Bank Charges 179 Board of Director Fees 81 U.S. Trustee quarterly fees 30 Court Costs 28 ---------- Total Disbursements 31,679 ---------- Net Cash Flow (120) ---------- Cash - End of Month $1,661 ========== New Venture Real Estate Holdings LLC Unaudited Balance Sheet As of October 31, 2008 ASSETS: Cash - Accounts Receivable - Manufacturing Inventories - Tooling Inventories - IC Receivable Payable $40,768 Prepaid Expenses and other current assets - Professional Retainers - Assets Held for Sale - ---------- Total Current Assets 40,768 Property, Plant and Equipment Capital Leases - Land - Building and Improvements - Machinery & Equipment - Office & Transportation Equipment - Construction-in-Progress - ---------- Total Property, Plant & Equipment - Accumulated Depreciation - ---------- Net Property, Plant & Equipment - Loans to Insiders - Intangible Assets, Net - Other Non-Current Assets - ---------- TOTAL ASSETS $40,768 ========== LIABILITIES: Postpetition Liabilities: Accounts Payable - Accrued Accounts Payable - Accrued Wages - Accrued Taxes - Payroll - Accrued Fringe Benefits - Accrued Taxes - Property and Sales and Use - Accrued Severance - Amounts due to Insiders - ---------- Total Postpetition Liabilities - Prepetition Liabilities: Secured Debt - Priority Debt - Unsecured Debt - ---------- Total Prepetition Liabilities - EQUITY: Owners Capital - Retained Earnings - Prepetition 40,768 Retained Earnings - Postpetition - ---------- TOTAL LIABILITIES AND EQUITY $40,768 ========== About Cadence Innovation Headquartered in Troy, Michigan, Cadence Innovation LLC -- http://www.cadenceinnovation.com/-- manufactures and sells auto parts to its customers GM and Chrysler. The company has at least 4,200 employees in the United States and Europe, including Hungary and Czech Republic. The company and its debtor-affiliate, New Venture Real Estate Holdings, LLC, filed for Chapter 11 reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08- 11973). Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as counsel. When the Debtors filed for protection from their creditors, they listed assets of between $10 million and $50 million, and debts of between $100 million and $500 million. (Cadence Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: Fairbanks' Operating Report -- Ended October 31 ---------------------------------------------------------------- Catholic Bishop of Northern Alaska Statement of Financial Position As of October 31, 2008 CBNA Held for ASSETS Total Others ----- -------- Cash and cash equivalents: $185,574 $131,103 Investments: Valuables in safe 168 - Trust account @ market 754,512 - 457 Plan assets @ market - 123,206 Endowment Fund @ market - 14,446,909 Endowment Fund - earnings @ market (2,358,491) - Limited partnerships 261,324 - Accounts receivable, net of allowance: Tuition, fees and others 1,138,387 - For parishes and school 70,811 - Other 6,631 - Notes and other receivables 346,514 - Grants pledged 62,500 - Fixed assets, net at cost: Land and building 7,780,155 - Aircraft 340,726 - Equipment - - Other assets 181,713 - ---------- ---------- Total Assets $8,770,530 $14,701,218 ========== =========== LIABILITIES AND NET ASSETS Liabilities: Accounts payable/accrued liabilities $800,513 - Notes payable 216,966 - Benefits payable 57,551 - Deferred revenue 1,239,758 - Annuities payable 215,684 - Other liabilities 20,611 - Payroll-related liabilities: Payroll taxes 55,092 - General vacation accrual account 16,339 - Accrued leave 242,522 - Insurance: Long term disability 425 - Insurance deposits payables 114,830 - Insurance reserves expense 40,562 - Indemnity insurance reserves 50 - Medical/Dental payroll deduction 217,815 - CBNA building loan - - ---------- ---------- Total Liabilities 3,238,724 - ---------- ---------- Total net assets 5,531,805 14,701,218 ---------- ---------- Total Liabilities and Net Assets $8,770,530 $14,701,218 ========== ========== Catholic Bishop of Northern Alaska Statement of Activities For the month ending October 31, 2008 CBNA Held for Total Others Support and revenue: ----- -------- Parish assessments $14,357 - Tuition, net of tuition assistance 179,395 - Curricular income 3,125 - Donations 449,660 - Investment income (1,566,414) $254,095) Other income 22,900 3,022 Temporarily restricted gifts 75,567 - ---------- ---------- Total support and revenue (821,407) (251,073) Expenses: Operating expenses 120,602 - Supplies 19,640 - Repair & Maintenance 25,360 - Utilities 44,071 - Insurance 19,742 - Staff Expenses: Salaries & Wages 389,611 - Payroll Taxes 24,470 - Employee Benefits 93,892 - Curricular Expenses - - Recruiting, advertising and PRs 22,857 - Travel Expenses 18,700 - Student related expenses 295 - Contributions 3,055 - Professional and technical fees 43,653 - Investment services 4,131 529 Subsidies 21,807 - Rental/Lease Expense 62,507 - Assessments 5,478 - Fund Raising Expense 40,244 - Radio Programming Expense 5,870 - Radio Technical Dept. Expenses 18,176 - Miscellaneous Expense 9,941 - ---------- --------- Total General 994,113 529 Funds released from restricted funds - - Net change in designated funds - - ---------- ---------- Total Expenses 994,113 529 ---------- ---------- Increase (decrease) in net assets (1,815,521) (251,603) ---------- ---------- Re-organization costs 150,453 - Increase (decrease) in net assets ---------- ---------- after Re-org costs (1,965,975) 251,603 Net assets: Beginning of month 7,497,780 14,449,615 ---------- ---------- End of month $5,531,805 $14,701,218 ========== ========== Catholic Bishop of Northern Alaska Cash Receipts and Disbursements For the month ending October 31, 2008 CBNA Held for Total Others ----- -------- Beginning balance - February 2008 $485,237 $77,681 Total receipts - prior general account reports 8,179,746 875,370 Less total disbursements 8,225,443 870,252 ---------- ---------- Beginning balance - Sept. 30, 2008 439,540 82,799 Receipts during current period: Transfers between internal accounts 35,872 - Funds received by CBNA from KNOM 55,873 - Funds received from Catholic Schools 61,272 - Funds received by CSF from CBNA 24,287 - Funds collected from others 139,692 139,692 Custodial funds 64,953 64,953 Accounts receivable 162,490 - Restricted funds and endowment gifts 138,139 - Donations 449,399 - Interest & dividends 532 - Payment refund/return 3,003 - Programs 50 - Co-curricular income 3,106 - Curricular income 88 - Other income/fees 868 - Miscellaneous 4,104 - ---------- ---------- Total receipts this period 1,143,734 204,646 ---------- ---------- Balance 1,583,274 287,446 Less total disbursements: Transfers between internal accounts 35,872 - Transfers from KNOM to CBNA 55,322 - Transfers from Cath. Schools to CBNA 43,073 - Funds disbursed for others 74,941 74,941 Custodial funds 20,590 20,590 Co-curricular expense 18,110 - Curricular expense 9,040 - Programming - News service 5,018 - Mission & program support 3,748 - Wages & salaries 336,227 - Employee benefits 247,249 - Staff development 3,431 - Supplies: maintenance/repairs 1,223 - Supplies: school 6,138 - Supplies: office 11,685 - Scholarships/donations/financial aid 275 - Administrative 2,133 - Maintenance/repairs 42,388 - Rent 1,014 - Fundraising 6,358 - Telephone/Internet 3,934 - Utilities 61,039 - Dues/Fees 4,747 - Refunds 709 - Travel 19,776 - Printing and copying 13,784 - Postage 39,907 - Services & insurance 973 - Education expenses 227 - NSF's 405 - Bank fees and charges 2,637 - Interest expense 1,002 - List rental and copy leases 68,978 - Annuities 2,480 - Professional fees 26,899 - Miscellaneous 3,033 - Scammon Bay church building project 22,311 - Advertising 70,268 - Supplies: food 1,237 - ---------- ---------- Total disbursements this period 1,268,196 95,532 ---------- ---------- Ending balance - October 31, 2008 $315,078 $191,913 ========== ========== About Diocese of Fairbanks The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/-- filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Michael R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's local counsel and Cook, Schuhmann & Groseclose Inc. as its special counsel. Judge Donald MacDonald, IV, of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. The Debtor's schedules show total assets of $13,316,864 and total liabilities of $1,838,719. The church's plans to file its bankruptcy plan and disclosure statement on July 15, 2008. Its exclusive plan filing period expires on Jan. 15, 2009. (Catholic Church Bankruptcy News, Issue No. 134; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). FRONTIER AIRLINES: Files Monthly Operating Report -- October 31 --------------------------------------------------------------- Frontier Airlines Holdings, Inc., filed its Monthly Operating Report for October 2008. Frontier reported an operating loss of $15.9 million and a consolidated net loss of $20.5 million for the month. Excluding fuel hedging activities and reorganization expenses, Frontier would have reported a loss of $11.6 million. Frontier's October results included $7.4 million in mark-to-market losses on fuel hedges and $1.5 million in reorganization costs. "October is a seasonally low month for the airline industry," said Frontier President and CEO Sean Menke. "Our October performance is in accordance with our plan, but we know we must continue to be diligent with our cash management efforts while keeping a careful eye on our costs as we move forward with our restructuring efforts." The cash balance for October 2008 does not include proceeds realized from the sale of two aircraft at the beginning of November. Frontier also plans to close on the sale of two more aircraft in early December, further improving the Company's cash position. A full-text copy of Frontier's operating report for October 2008 is available for free at: http://sec.gov/Archives/edgar/data/1351548/000110465908073948/a08 -29494_1ex99d01.htm FRONTIER AIRLINES HOLDINGS, INC., ET AL. Unaudited Condensed Consolidated Balance Sheet As of October 31, 2008 ASSETS CURRENT ASSETS: Cash and cash equivalents $52,091,000 Short-term investments 3,740,000 Restricted investments 136,517,000 Receivables, net of an allowance for doubtful accounts 44,965,000 Prepaid expenses and other assets 25,552,000 Inventories, net of allowance 17,428,000 Assets held for sale 769,000 -------------- Total current assets 281,062,000 Property and other equipment, net 718,443,000 Security and other deposits 40,536,000 Aircraft pre-delivery payments 3,497,000 Restricted investments 2,987,000 Deferred loan expenses and other assets 6,530,000 -------------- Total Assets $1,053,055,000 ============== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities not subject to compromise: CURRENT LIABILITIES: Accounts payable $42,690,000 Air traffic liability 185,348,000 Other accrued expenses 83,506,000 Income tax payable 1,375,000 Deferred revenue & other current liabilities 28,136,000 PDP financing 0 DIP financing 30,000,000 -------------- Total current liabilities not subject 371,054,000 to compromise Other long-term debt -- postpetition 2,000,000 Deferred revenue and other liabilities 21,650,000 -------------- Total liabilities not subject to compromise 394,704,000 Liabilities subject to compromise 613,391,000 -------------- Total Liabilities 1,008,095,000 STOCKHOLDERS' EQUITY Preferred stock - Common stock 37,000 Additional paid-in capital 196,506,000 Unearned ESOP shares (137,000) Other comprehensive loss - Accumulated deficit (151,446,000) -------------- Total Stockholders' Equity 44,960,000 -------------- Total Liabilities and Stockholders' Equity $1,053,055,000 ============== FRONTIER AIRLINES HOLDINGS, INC., ET AL Unaudited Condensed Consolidated Statement of Operations Month Ended October 31, 2008 Revenues: Passenger $93,467,000 Cargo 482,000 Other 3,449,000 -------------- Total revenues 97,398,000 Operating expenses: Flight operations 12,476,000 Aircraft fuel 53,344,000 Aircraft lease 9,570,000 Aircraft and traffic servicing 13,977,000 Maintenance 7,703,000 Promotion and sales 7,631,000 General and administrative 5,074,000 Operating expenses -- regional partner - Loss (gain) on sales of assets, net 97,000 Employee separation and other charges - Depreciation 3,397,000 -------------- Total operating expenses 113,269,000 -------------- Operating loss (15,871,000) Non-operating income (expense): Interest income 305,000 Interest expense (2,953,000) Loss from early extinguishment of debt - Other, net (432,000) -------------- Total non-operating expense, net (3,080,000) Loss before reorganization items & income tax (18,951,000) Reorganization items 1,512,000 Income tax expense - -------------- Net Loss ($20,463,000) ============== FRONTIER AIRLINES HOLDINGS, INC., ET AL. Unaudited Condensed Consolidated Statement of Cash Flow Month Ended October 31, 2008 Cash flows from operating activities: Net Loss ($20,463,000) Adjustments to reconcile net loss to net cash used in operating activities: ESOP and stock option compensation expense 159,000 Depreciation and amortization 3,746,000 Assets beyond economic repair 199,000 Mark to market losses on derivative contracts 14,333,000 Proceeds received for settled derivative contracts (6,909,000) Loss (Gain) on disposal of equipment and other assets, net 97,000 Loss on early extinguishment of debt - Unrealized loss on short-term investments - Changes in operating assets and liabilities: Restricted investments (5,480,000) Receivables (4,431,000) Security and other deposits (5,609,000) Prepaid expenses and other assets (1,776,000) Inventories 2,072,000 Other assets - Accounts payable 8,043,000 Air traffic liability (2,433,000) Other accrued expenses (4,911,000) Deferred revenue and other liabilities 6,709,000 Reorganization items 1,512,000 -------------- Net cash used in operating activities (15,142,000) Cash flows from reorganization activities Net cash used in reorganization activities (2,263,000) Total net cash used in operating activities (17,405,000) Cash flows from investing activities: Aircraft purchase deposits made - Aircraft purchase deposits returned - Sale of short-term investment - Proceeds from the sale of property and equipment and assets held for sale 45,000 Capital expenditures (978,000) Proceeds from the sale of aircraft -- reorganization activity - -------------- Net cash used in investing activities (933,000) Cash flows from financing activities: Proceeds from DIP financing (postpetition) - Extinguishment of long-term borrowings - Principal payments on long-term borrowings (2,242,000) Extinguishment of long-term borrowings -- reorganization activity - Principal payments on short-term borrowing - Payment of financing fees - -------------- Net cash used in financing activities (2,242,000) Decrease in cash and cash equivalents (20,580,000) Cash and cash equivalents at beginning of period 72,671,000 -------------- Cash and cash equivalents at end of period $52,091,000 ============== About Frontier Airlines Inc. Headquartered in Denver, Colorado, Frontier Airlines Inc. -- http://www.frontierairlines.com/-- provides air transportation for passengers and freight. It operates jet service carriers linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities in Mexico, and 1 city in Canada, as well as provide service from other non-hub cities, including service from 10 non-hub cities to Mexico. The Debtor and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008, (Bankr. S.D. N.Y. Case No. 08-11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. (Frontier Airlines Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) PROPEX INC: Files Monthly Operating Report -- November 2, 2008 -------------------------------------------------------------- Propex Inc. Unaudited Condensed Consolidated Balance Sheet As of November 2, 2008 ASSETS: Current Assets: Cash and cash equivalents $40,300,000 Restricted Cash 600,000 Accounts Receivable, net 85,100,000 Accounts Receivable claims - prepetition 0 Inventories, net 105,500,000 Deferred income taxes 8,700,000 Prepaid expenses and other current assets 17,100,000 Assets held for sale 7,400,000 ------------ Total current assets 264,700,000 Other assets: Goodwill 0 Intangible assets, net 15,600,000 Deferred income taxes 0 Investment in subsidiaries 0 Intercompany notes receivable 0 Other assets 7,200,000 ------------ Property, plant and equipment, net 193,300,000 ------------ Total assets $480,800,000 ============ LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Prepetition Accounts payable 7,900,000 Accrued liabilities 1,000,000 Current portion of debt and accrued interest 382,200,000 Accrued pension obligations 0 Restructuring and other similar costs 700,000 Other current liabilities 300,000 Postpetition Accounts payable 23,400,000 Accrued liabilities 19,200,000 Current portion of debt and accrued interest 37,300,000 Accrued pension obligations 0 Restructuring and other similar costs 400,000 Other current liabilities 1,600,000 ------------ Total current liabilities 474,000,000 Non-current liabilities: Prepetition Accrued pension and other postretirement benefit liabilities 16,500,000 Other non-current liabilities 0 Postpetition Intercompany notes payable 0 Debt, less current portion 0 Deferred income taxes 11,300,000 Accrued pension and other postretirement benefit liabilities 24,600,000 Other non-current liabilities 1,200,000 ------------ Total non-current liabilities 53,600,000 Total stockholder's equity Common stock 0 Paid-in capital 96,400,000 Accumulated other comprehensive income 1,600,000 Retained earnings - prior year (88,300,000) Retained earnings - current year (56,500,000) ------------ Total stockholder's equity (46,800,000) ------------ Total Liabilities and stockholder's equity $480,800,000 ============ Propex Inc. Unaudited Condensed Consolidated Statements of Operations For Month Ended November 2, 2008 Net revenue $51,600,000 Cost of sales 52,600,000 ------------ Gross profit (1,000,000) Operating expenses: Selling, general and administrative 6,300,000 Other(income) expense, net 400,000 Add Back depreciation and amortization 2,400,000 EBITDA (5,300,000) Depreciation & Amortization 2,400,000 Interest expense 2,300,000 Restructuring and similar costs 1,100,000 Non-cash pension and other expense 100,000 Other non-operating expense(income) 0 Impairment of property, plant and equipment 0 Pension curtailment(gain), net of settlement loss 0 Debt forgiveness 0 Other 0 Equity(income) loss from sub-earnings 0 ------------ Income(loss) before income taxes (11,200,000) Income tax provision (benefit) 300,000 ------------ Net income (loss) ($11,500,000) ============ Propex Inc. Unaudited Condensed Statement of Cash Flows For Month Ended November 2, 2008 Cash flows from operating activities Net income(loss) ($11,500,000) Adjustments to reconcile, net income to net cash provided by (used) in operating activities: Depreciation and amortization 2,500,000 Non-cash interest on debt 0 Amortization of bank fees 0 Net gain on dispositions of property and and equipment 0 Stock-based compensation 0 Impairment of property, plant and equipment 0 Impairment of goodwill 0 Impairment of intangibles 0 Pension and post-retirement benefit cost 200,000 Deferred income taxes 0 Changes in operating assets and liabilities Decrease(increase) in assets-prepetition 0 Decrease(increase) in assets-postpetition 25,500,000 (Decrease) increase in liabilities-prepetition (200,000) (Decrease)increase in liabilities-postpetition (6,900,000) ------------ Net cash provided (used) by operating activities 9,600,000 Cash flows from investing activities Capital expenditures (600,000) Proceeds from sale of property and equipment 0 Acquisition of business(net of cash acquired) 0 ------------ Net cash used in investing activities (600,000) Cash flows from financing activities Payments of long-term debt principal 0 Proceeds from issuance of debt 0 Debt issuance costs 0 Dividends 0 Net receipts from unconsolidated parent company 0 Activity with Affiliates 1,000,000 ------------ Net cash provided by(used in)financing activities 1,000,000 Effect of changes in foreign exchange rates on cash and cash equivalents (1,500,000) ------------ Change in cash and cash equivalents 8,500,000 ------------ Cash and cash equivalents-beginning period 31,800,000 ------------ Cash and cash equivalents- end period $40,300,000 ============ About Propex Inc. Headquartered in Chattanooga, Tennessee, Propex Inc. -- http://www.propexinc.com/-- produces geosynthetic, concrete, furnishing, and industrial fabrics and fiber. It also produces primary and secondary carpet backing. Propex operates in North America, Europe, and Brazil. The company and its debtor-affiliates filed for Chapter 11 protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249). The Debtors have selected Edward L. Ripley, Esq., Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston, Texas, to represent them. The Official Committee of Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel. Propex Inc., and its affiliates delivered to the Court a Joint Plan of Reorganization and Disclosure Statement on October 29, 2008. Propex's exclusive period to solicit acceptances of the Plan expires Dec. 29, 2008. As of June 29, 2008, the Debtors' balance sheet showed total assets ofUS$562,700,000, and total debts ofUS$551,700,000. (Propex Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) QUEBECOR WORLD: Files Monthly Operating Report -- November 1 ----------------------------------------------------------- Quebecor World (USA), Inc., et al. Combined Balance Sheet As of November 1, 2008 ASSETS Current Assets: Cash and Cash equivalents $171,500,000 Accounts receivables 553,100,000 Trade and receivables 47,200,000 Inventories 172,500,000 Future income taxes and tax receivable 17,000,000 Prepaid Expenses 29,300,000 ------------- Total current expenses 990,600,000 ------------- Property, plant and equipment 1,139,400,000 Goodwill 336,400,000 Restricted cash 32,300,000 Future income taxes 2,600,000 Other assets 337,900,000 -------------- TOTAL ASSETS $2,839,200,000 ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities not subject to compromise: Bank indebtedness $14,800,000 Trade payables and accrued liabilities 272,800,000 Payables to related parties 2,900,000 Income and other taxes payable 18,300,000 Current portion long-term debt 491,800,000 Combined Statement of Operations 2,906,300,000 ------------- Total current liabilities 3,706,900,000 ------------- Other liabilities not subject to compromise: Long-term debt 7,400,000 Other liabilities 162,800,000 Future income taxes 94,100,000 Shareholders equity: Capital stock 1,031,300,000 Contributed surplus 470,000,000 Retained earnings (2,633,000,000) Accumulated other comprehensive loss (300,000) -------------- Total Equity (1,132,000,000) -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,839,200,000 ============== Quebecor World (USA), Inc., et al. Combined Statement of Operations For the month ended November 1, 2008 OPERATING REVENUES $318,700,000 Operating expenses: Cost of sales 254,000,000 Selling, general and administrative 17,500,000 Depreciation and amortization 16,900,000 ------------ Total operating expenses 288,400,000 ------------ Operating income 30,300,000 Financial expenses 24,700,000 Reorganization items 1,500,000 Income taxes 300,000 ------------ 26,500,000 ------------ Net loss and comprehensive loss $3,800,000 ============ Quebecor World (USA), Inc., et al. Combined Statement of Cash Flows For Month Ended November 1, 2008 Cash flows from operating activities: Net income $3,800,000 Adjustments for: Depreciation of property, plant and equipment 16,900,000 Future income taxes 200,000 Amortization of other assets 900,000 Other 500,000 ------------ 22,300,000 ------------ Net changes in non-cash balances to operations: Accounts receivable (14,300,000) Inventories (10,600,000) Trade payables and accrued liabilities 18,800,000) Other current assets and liabilities (3,400,000) Other non-current assets and liabilities (200,000) ------------ (9,700,000) ------------ Cash flows provided by (used in) operating activities 12,600,000 ------------ Cash flows from financing activities: Net change in bank indebtedness 400,000 Repayment of long-term debt obligations under capital lease (900,000) ------------ Cash flows provided by (used in) operating activities (500,000) ------------ Cash flows from investing activities: Additions to property, plant and equipment (3,900,000) Restricted cash related to insolvency proceedings 100,000 ------------ Cash flows provided by (used in) operating activities (3,800,000) ------------ Net changes in cash and cash equivalents 8,300,000 Cash and cash equivalents, beginning of period 163,200,000 ------------ Cash and cash equivalents, end of period $171,500,000 ============ About Quebecor World Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE: IQW) -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. The company has operations in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the British Virgin Islands. Ernst & Young, Inc., the monitor of Quebecor World Inc., and its affiliates' reorganization proceedings under the Canadian Companies' Creditors Arrangement Act, filed a petition under Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court for the Southern District of New York on September 30, 2008, on behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814). The chapter 15 case is before Judge James M. Peck. Kenneth P. Coleman, Esq., at Allen & Overy LLP, in New York, serves as counsel to the chapter 15 petitioner. QWI and certain of its subsidiaries commenced the CCAA proceedings before the Quebec Superior Court (Commercial Division) on January 20, 2008. The following day, 53 of QWI's U.S. subsidiaries, including Quebecor World (USA), Inc., filed petitions under Chapter 11 of the U.S. Bankruptcy Code. The Honorable Justice Robert Mongeon oversees the CCAA case. Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the CCAA case. Ernst & Young Inc. was appointed as Monitor. Quebecor World (USA) Inc., its U.S. subsidiary, along with other U.S. affiliates, filed for chapter 11 bankruptcy before the U.S. Bankruptcy Court for the Southern District of New York (Lead Case No. 08-10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP, represents the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors is represented by Akin Gump Strauss Hauer & Feld LLP. Based in Corby, Northamptonshire, Quebecor World PLC -- http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines, catalogues and specialty print products for marketing and advertising campaigns. The company employs around 290 people. Quebecor PLC was placed into administration with Ian Best and David Duggins of Ernst & Young LLP appointed as joint administrators effective Jan. 28, 2008. QWI is the only entity involved in the CCAA proceedings that is not a Debtor in the Chapter 11 Cases. As of June 30, 2008, Quebecor World's unaudited consolidated balance sheet showed total assets of $3,412,100,000 total liabilities of $4,326,500,000 preferred shares of $62,000,000 and total shareholders' deficit of $976,400,000. The Hon. Robert Mongeon of the Quebec Superior Court has extended until Dec. 14, 2008, the stay under the Canadian Companies' Creditors Arrangement Act. SHARPER IMAGE: Files Monthly Operating Report -- October 31 ----------------------------------------------------------- Sharper Image Corp. Balance Sheet As of October 31, 2008 ASSETS Current assets: Unrestricted Cash and Equivalents $4,039,921 Restricted Cash and Equivalents - Trade Accounts Receivable, net 324,065 Other Accounts Receivable 3,276,584 Notes Receivable - Inventories 254,335 Prepaid Expenses 1,902,426 Professional Retainers - Deferred Income Taxes/Prepaid Income Taxes 17,048,582 Debit balances in AP 1,836,976 ------------ Total current assets 28,682,889 Property and Equipment: Real Property and Improvements 2,926,573 Machinery and Equipment - Furniture, Fixtures and Office Equipment - Leasehold Improvements - Vehicles - Work In Progress 451,799 Less: Accumulated Depreciation (1,013,109) ------------ Total Property and Equipment 2,365,262 Other assets: Loans to Insiders - Other Assets 12,611,010 ------------ Total Assets $43,659,161 ============ LIABILITIES AND OWNER'S EQUITY Liabilities not subject to Compromise (Post) Accounts Payable ($4,095,824) Taxes Payable (606,738) Wages Payable 3,776 Notes Payable - Rent/Leases - Building/Equipment - Secured Debt - Line of credit - Other Reserves - Liquidation (GOB Sales) Clearing Account (11,220,743) Amounts Due to Insiders - Accrual for Unpaid Professional Fees (2,149,230) Other Postpetition Liabilities - ------------- Total Postpetition Liabilities (18,068,759) Liabilities not subject to Compromise (Pre) Secured Debt - Line of credit - Secured Debt - Other (6,728,048) Priority Debt - Unsecured Debt (Accounts Payable) (47,026,688) Expense Accruals and Other Liabilities (4,500,252) Short Term Liabilities (3,554,215) Deferred (GAAP) rent/landlord allowances etc (547,688) Deferred Tax (Liability)/Asset 91,920,506 Deferred Revenue (Gift cards and Royalties) (34,805,641) Other Reserves and allowances (2,694,423) ------------ Total Prepetition Liabilities (7,936,449) ------------ Total Liabilities (26,005,209) Owner's Equity Capital Stock (152,132) Additional Paid-In Capital (116,716,579) Deferred Stock Compensation - and Stock Repurchase 180,069 Retained Earnings - Prepetition 63,247,322 Retained Earnings - Postpetition 35,787,368 ------------ Net Owner's Equity (17,653,952) ------------ Total Liabilities and Owner's Equity ($43,659,161) ============ Sharper Image Corp. Statement of Operations For Month Ended October 31, 2008 Revenues: Gross Revenues - Less: Returns and Allowances - ------------ Net Revenue - Cost of Goods Sold: Beginning Inventory - Add: Purchases - Add: Cost of Labor - Add: Other Costs ($897) Less: Ending Inventory - Cost of Goods Sold (897) ------------ Gross Profit 897 Operating Expenses: Advertising - Auto and Truck Expense 90 Bad Debts - Contributions - Employee Benefit Programs 23,708 Insider Compensations - Insurance (240,383) Management Fees/Bonuses 16,057 Office Expense 1,000 Pension & Profit-Sharing Plans - Repairs and Maintenance 552 Rent and Lease Expense 54,435 Salaries/Commissions/Fees 148,907 Supplies (3,099) Taxes- Payroll 3,868 Taxes- Real Estate - Taxes- Other 144,261 Travel and Entertainment - Utilities 35,927 Other 92,618 ------------ Total Operating Expense Before Depr. 277,942 Depreciation/Depletion/Amortization 6,144 ------------ Net Profit (Loss) Before Other Income & Expenses (283,190) Other Income and Expenses: Licensing Income - Interest Expense 166,407 Other Expense 133,325 ------------ Net Profit (Loss) 16,543 Before Reorganization Items Reorganization Items: Professional Fees 315,978 US Trustee Quarterly Fees 20,000 Interest Earned on Accm Case - Gain (Loss) from sale of assets - Other Reorganization Expense - ------------ Total Reorganization Expenses 335,978 ------------ Net Profit (Loss) Before Income Taxes (Benefit) 319,436 Income Taxes (Benefit) 817,306 ------------ Net Profit (Loss) $1,136,742 ============ Sharper Image Corp. Statement of Cash Flows For Month Ended October 31, 2008 Opening Balance $3,640,381 Receipts Cash Sales (from stores) - Credit Card Settlements - Other Settlements - Accounts Receivable 7,715 Sale of Assets 42,046 Interest/Dividend Income (1,552) Tax Refunds Received 330,593 Collections from vendors 190,861 Mail Order/License Deposits, Other Deposits 311,007 ------------ Total Receipts 880,670 Transfers Line of Credit Draw/Pay Down - Transfers from stores to deposit a/c - sweep - Transfers from concentration to refunds - Transfers from concentration to payroll - Other Inter-account transfers - Transfers from Concentration to Disbursement (2) ------------ Total Transfers (2) ------------ Total Receipts & Transfers 880,667 Disbursements Liquidator Reimbursements (27,455) Net Payroll 39,550 Payroll Taxes 48,209 401k - Employee Benefits 4,304 Sales, Use & Other Taxes 23,141 Inventory Purchases - Secured/Rental/Leases 249 Insurance (54,613) Administrative 39,177 Selling - Bank/Credit Card Fees/Sales audit adjs 15,227 Refund checks issued (net of stop payments) - Other 215,227 Customs/Duties/Freight - Interest and LC fees - Professional Fees 158,112 US Trustee Quarterly Fees 20,000 Court Costs - ------------ Total Disbursements 481,128 ------------ Net Cash Flow $399,540 ============ About Sharper Image Corp. Headquartered in San Francisco, California, Sharper Image Corp. -- http://www.sharperimage.com/-- is a multi-channel specialty retailer. It operates in three principal selling channels: the Sharper Image specialty stores throughout the U.S., the Sharper Image catalog and the Internet. The company has operations in Australia, Brazil and Mexico. In addition, through its Brand Licensing Division, it is also licensing the Sharper Image brand to select third parties to allow them to sell Sharper Image branded products in other channels of distribution. The company filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D., Case No. 08-10322). Judge Kevin Gross presides over the case. Harvey R. Miller, Esq., Lori R. Fife, Esq., and Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve as the Debtor's lead counsel. Steven K. Kortanek, Esq., and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C., serve as the Debtor's local Delaware counsel. An Official Committee of Unsecured Creditors has been appointed in the case. Cooley Godward Kronish LLP is the Committee's lead bankruptcy counsel. Whiteford Taylor Preston LLC is the Committee's Delaware counsel. When the Debtor filed for bankruptcy, it listed total assets of $251,500,000 and total debts of $199,000,000. As of June 30, 2008, the Debtor listed $52,962,174 in total assets and $39,302,455 in total debts. The Court extended the exclusive period during which the Debtor may file a Plan through and including Sept. 16, 2008. Sharper Image sought and obtained the Court's approval to change its name to "TSIC, Inc." in relation to an an Asset Purchase Agreement by the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital, LLC. (Sharper Image Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2008. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***