Circuit City Stores Inc 8-k (events Or Changes Between Quarterly Reports) 2009-02-20
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2009 ___________
CIRCUIT CITY STORES, INC. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation)
1-5767 (Commission File Number)
9950 Mayland Drive Richmond, Virginia (Address of principal executive offices)
54-0493875 (I.R.S. Employer Identification No.)
23233 (Zip Code)
Registrant’s telephone number, including area code: (804) 486-4000 Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01
Other Events.
On February 13, 2009, Circuit City Stores, Inc. (the “Company”) filed the Monthly Operating Report for the period from December 1, 2008 to December 31, 2008 with the United States Bankruptcy Court for the Eastern District of Virginia. The Bankruptcy Court has had jurisdiction over the reorganization proceedings under Chapter 11 of the United States Bankruptcy Code for the Company and each of its wholly-owned United States and Puerto Rican subsidiaries since November 10, 2008. A copy of the Monthly Operating Report is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01. The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Office of the United States Trustee and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report contains any information beyond that required by the Office of the United States Trustee. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results. This report and Exhibit 99.1 to this report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Company believes that there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Company’s control. Such factors include, without limitation, developments in the bankruptcy proceedings, the results of liquidation sales and other matters.
Item 9.01
(d)
Financial Statements and Exhibits.
Exhibits.
Exhibit No.
Description
99.1
Monthly Operating Report for the Period from December 1, 2008 to December 31, 2008
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CIRCUIT CITY STORES, INC. (Registrant)
Date: February 20, 2009
By:
/s/Reginald D. Hedgebeth Reginald D. Hedgebeth Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No.
Description
99.1
Monthly Operating Report for the Period from December 1, 2008 to December 31, 2008
Exhibit 99.1 CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653 JUDGE: KEVIN R. HUENNEKENS
ACCRUAL BASIS
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION MONTHLY OPERATING REPORT MONTH ENDING: DECEMBER 1, 2008 TO DECEMBER 31, 2008
IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING MONTHLY OPERATING REPORT (ACCRUAL BASIS-1 THROUGH ACCRUAL BASIS-7) AND THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY KNOWLEDGE, THESE DOCUMENTS ARE TRUE, CORRECT AND COMPLETE. DECLARATION OF THE PREPARER (OTHER THAN RESPONSIBLE PARTY): IS BASED ON ALL INFORMATION OF WHICH PREPARER HAS ANY KNOWLEDGE.
RESPONSIBLE PARTY: /s/ MICHELLE O. MOSIER ORIGINAL SIGNATURE OF RESPONSIBLE PARTY
VICE PRESIDENT AND CONTROLLER TITLE
MICHELLE O. MOSIER PRINTED NAME OF RESPONSIBLE PARTY
FEBRUARY 13, 2009 DATE
PREPARER: /s/ ANN P. PIETRANTONI ORIGINAL SIGNATURE OF PREPARER
DIRECTOR, FINANCIAL REPORTING TITLE
ANN P. PIETRANTONI PRINTED NAME OF PREPARER
FEBRUARY 13, 2009 DATE
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-1
BALANCE SHEET (amounts in thousands) 12/31/2008 ASSETS CURRENT ASSETS Cash and cash equivalents Short-term investments Accounts receivable, net Merchandise inventory Deferred income taxes, net of valuation allowance Income tax receivable Prepaid expenses and other current assets Intercompany receivables and investments in subsidiaries
30,023 908 388,334 1,138,039 24,311 86,807 210,884 522,273
TOTAL CURRENT ASSETS
2,401,579
Property and equipment Accumulated depreciation Net property and equipment Other intangible assets, net Other assets
2,274,135 (1,703,168) 570,967 181 141,909
TOTAL ASSETS
3,114,636
LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Merchandise payable Expenses payable Accrued expenses and other current liabilities Accrued compensation Intercompany payables Accrued income taxes Short-term debt TOTAL CURRENT LIABILITIES Accrued straight-line rent Deferred rent credits Deferred income taxes, net of valuation allowance Other liabilities
67,883 163,577 206,170 37,318 10,634 1,993 375,324 862,899 150,218 160,555 23,252 33,391
LIABILITIES NOT SUBJECT TO COMPROMISE
1,230,315
LIABILITIES SUBJECT TO COMPROMISE
1,209,751
TOTAL LIABILITIES
2,440,066
STOCKHOLDERS' EQUITY Common stock Additional paid-in capital Retained deficit Accumulated other comprehensive income TOTAL STOCKHOLDERS' EQUITY TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
435,612 304,885 (95,636) 29,709 674,570 3,114,636
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-2
INCOME STATEMENT (Amounts in thousands) Net sales Cost of sales, buying and warehousing Gross profit Selling, general and administrative expenses Asset impairment charges (1) Operating loss Interest income Interest expense Loss before reorganization items and income taxes Reorganization items, net Income tax benefit Net loss
12/1/08 12/31/08 1,076,610 882,807 193,803 205,284 7,982 (19,463) 59 4,714 (24,118) 3,074 (99) (20,945)
(1) The company recorded a non-cash impairment charge of $8.0 million during December 2008. The charge was primarily related to long-lived assets at the company's stores.
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-2
INCOME STATEMENT (Amounts in thousands) Net sales Cost of sales, buying and warehousing Gross profit Selling, general and administrative expenses Asset impairment charges (1) Operating loss Interest income Interest expense Loss before reorganization items and income taxes Reorganization items, net Income tax benefit Net loss
11/10/08 12/31/08 1,776,852 1,498,936 277,916 376,104 322,509 (420,697) 79 23,342 (443,960) 8,571 (663) (434,726)
(1) As required under generally accepted accounting principles, the company must test its long-lived assets for impairment when circumstances indicate that the carrying value of the asset may exceed its fair value. The testing for the period from 11/10/2008 - 12/31/2008 indicated that certain long-lived assets were impaired, resulting in a non-cash charge of $322.5 million. The charge was primarily related to long-lived assets at the company's stores.
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-3
CASH RECEIPTS AND DISBURSEMENTS (amounts in thousands) 12/1/2008 12/31/2008 Operating Activities: Net loss
$
Adjustments to reconcile net loss to net cash provided by operating activities: Net gain from reorganization items Depreciation expense Amortization expense Asset impairment charges Stock-based compensation expense Gain on dispositions of property & equipment Provision for deferred income taxes Other Changes in operating assets and liabilities: Accounts receivable, net Merchandise inventory Prepaid inventory Prepaid expenses & other current assets Other assets Merchandise payable Expenses payable Accrued expenses, other current liabilities and accrued income taxes Intercompany receivables Other long-term liabilities Net cash provided by operating activities before reorganization items Cash effect of reorganization items (professional fees) Net cash provided by operating activities
(3,074) 9,177 2 7,982 472 (3,346) (34) 204,000 191,257 50,102 (16,835) (4,242) (32,928) 14,266 (22,214) 2,646 3,097 379,383 (339) 379,044
Investing Activities: Purchases of property and equipment Proceeds from sales of property & equipment Net cash provided by investing activities
(572) 3,369 2,797
Financing Activities: Proceeds from DIP borrowings Principal payments on DIP borrowings Principal payments on other short-term borrowings Proceeds from long-term debt Principal payments on long-term debt Change in overdraft balances Net cash used in financing activities Decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period
(20,945)
1,360,322 (1,811,489) (326) 30,335 (421,158)
$
(39,317) 69,340 30,023
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-3
CASH RECEIPTS AND DISBURSEMENTS (amounts in thousands) 11/10/2008 12/31/2008 Operating Activities: Net loss
$
Adjustments to reconcile net loss to net cash provided by operating activities: Net gain from reorganization items Depreciation expense Amortization expense Asset impairment charges Stock-based compensation expense Gain on dispositions of property & equipment Provision for deferred income taxes Other Changes in operating assets and liabilities: Accounts receivable, net Merchandise inventory Prepaid inventory Prepaid expenses & other current assets Other assets Merchandise payable Expenses payable Accrued expenses, other current liabilities and accrued income taxes Intercompany receivables Other long-term liabilities Net cash provided by operating activities before reorganization items Cash effect of reorganization items (professional fees) Net cash provided by operating activities
(8,571) 18,005 4 322,509 (8,477) (3,346) 6,836 (58) (93,020) 457,036 (66,107) (4,234) (9,457) (5,136) 71,356 129,424 174 (39,822) 332,390 (1,004) 331,386
Investing Activities: Purchases of property and equipment Proceeds from sales of property & equipment Net cash provided by investing activities
(658) 3,369 2,711
Financing Activities: Proceeds from DIP borrowings Principal payments on DIP borrowings Principal payments on other short-term borrowings Proceeds from long-term debt Principal payments on long-term debt Change in overdraft balances Net cash used in financing activities before reorganization items Cash effect of reorganization items (debt issuance costs) Net cash used in financing activities Decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period
(434,726)
2,190,672 (2,545,939) (198) 401 (1,264) 30,922 (325,406) (26,682) (352,088)
$
(17,991) 48,014 30,023
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL.
ACCRUAL BAS IS -4
CASE NUM BER: 08-35653
SCHEDULE AM OUNT
ACCOUNTS RECEIVABLE AGING 1. 0-30 2. 31-60 3. 61-90 4. 91+ 5. TOTAL ACCOUNTS RECEIVABLE 6. AM OUNT CONSIDERED UNCOLLECTIBLE 7. ACCOUNTS RECEIVABLE (NET)
$
$ $
AGING OF POS TPETITION TAXES AND PAYABLES
TAXES PAYABLE 1. FEDERAL 2. STATE 3. LOCAL 4. OTHER (SEE APPENDIX A) 5. TOTAL TAXES PAYABLE 6. M ERCHANDISE PAYABLE EXPENSES PAYABLE
$
$
MONTH:
0-30 DAYS 9,958,896 $ 53,437,052 44,548 6,872,964 70,313,460 $
$ 49,891,597 $ $ 129,871,747 $
31-60 DAYS
TOTAL 9,958,896 54,326,024 44,548 9,894,017 - $ 74,223,485
- $ - $
- $
3,939,090 $ 24,052,205 $
- $ - $
- $ 53,830,687 - $153,923,952
BEGINNING TAX LIABILITY* $ 2,465,965 1,727,046 3,971,660 86,408 $ 8,251,079
$ $
91+ DAYS
- $ 888,972 3,021,053 3,910,025 $
MONTH:
$
M ONTH
12/1/2008 - 12/31/2008
61-90 DAYS
S TATUS OF POS TPETITION TAXES
FEDERAL 1. WITHHOLDING** 2. FICA-EM PLOYEE** 3. FICA-EM PLOYER** 4. UNEM PLOYM ENT 5. INCOM E 6. OTHER (ATTACH LIST) 7. TOTAL FEDERAL TAXES S TATE AND LOCAL & OTHER 8. WITHHOLDING 9. SALES 10. EXCISE 11. UNEM PLOYM ENT 12. REAL PROPERTY 13. PERSONAL PROPERTY 14. OTHER (SEE APPENDIX A) 15. TOTAL STATE & LOCAL & OTHER 16. TOTAL TAXES
M ONTH M ONTH 11/30/2008 12/31/2008 549,170,282 278,092,708 24,661,230 73,257,954 7,287,020 20,395,564 14,135,691 19,527,539 595,254,223 $ 391,273,765 2,920,247 2,939,299 592,333,976 $ 388,334,466
12/1/2008 - 12/31/2008
AM OUNT ENDING WITHHELD AND/ AM OUNT TAX OR ACCRUED PAID LIABILITY $ 9,790,326 $ (8,854,709) $ 3,401,582 6,215,810 (5,600,148) 2,342,708 5,595,872 (5,583,295) 3,984,237 143,961 230,369 $ 21,745,969 $ (20,038,152) $ 9,958,896
696,112 $ 31,922,844 336,246 5,900,453 38,855,655 $ 47,106,734 $
2,782,260 $ (2,484,094) $ 994,278 72,562,214 (52,030,080) 52,454,978 588,176 (3,106) 921,316 7,282,292 (3,288,728) 9,894,017 83,214,942 $ (57,806,008) $ 64,264,589 104,960,911 $ (77,844,160) $ 74,223,485
* The beginning tax liability should represent the liability from the prior month or, if this is the first operating report, the amount should be zero. ** Attach photocopies of IRS Form 6123 or your FTD coupon and payment receipt to verify payment or deposit.
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CASE NAM E: CIRCUIT CITY STORES, INC., ET AL. CASE NUM BER: 08-35653
APPENDIX A
OTHER TAXES PAYABLE State & Local Income Taxes Franchise Taxes Business Licenses and Gross Receipts Taxes Other Taxes Real Estate Taxes (passed through by landlord)
$
Other Taxes Payable
$
0-30 days 1,278,305 812,750 299,421 142,659 4,339,828 6,872,964
31-60 days
61-90 days
91+ days
$
219,301 2,801,752
$
-
$
-
$
$
3,021,053
$
-
$
-
$
Total 1,278,305 812,750 518,723 142,659 7,141,580 9,894,017
S TATUS OF POS TPETITION TAXES OTHER TAXES Amount Withheld and/or Accrued
Beginning Tax Liability Other Taxes State & Local Income Taxes (1) (2) Franchise Taxes (1) Business Licenses and Gross Receipts Taxes Other Taxes Real Estate Taxes (passed through by landlord) Total Other Taxes
Amount Paid
Ending Tax Liability
$
1,278,186 689,550 322,210 26,877 3,583,630
$
119 123,200 696,235 209,263 6,253,474
$
- $ (499,723) (93,481) (2,695,524)
1,278,305 812,750 518,723 142,659 7,141,580
$
5,900,453
$
7,282,292
$ (3,288,728) $
9,894,017
(1) Income/Franchise taxes related to the fiscal year ending 2/28/09 are considered "postpetition" taxes because the ending date of the period on which the returns are based is postpetition. (2) The company only records a provision for income taxes during the last month of its fiscal quarters. Therefore, the ending tax liability does not include an additional accrual for December.
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL.
ACCRUAL BAS IS -5
CASE NUM BER: 08-35653
The debtor in possession must complete the reconciliation below for each bank account, including all general, payroll and tax accounts, as well as all savings and investment accounts, money market accounts, certificates of deposit, government obligations, etc. Accounts with restricted funds should be identified by placing an asterisk next to the account number. Attach additional sheets if necessary.
M ONTH:
12/1/2008 12/31/2008
BANK RECONCILIATIONS A. BANK: B. ACCOUNT NUM BER: C. PURPOSE (TYPE): 1. BALANCE PER BANK STATEM ENT 2. ADD: TOTAL DEPOSITS NOT CREDITED 3. SUBTRACT: OUTSTANDING CHECKS 4. OTHER RECONCILING ITEM S 5. M ONTH END BALANCE PER BOOKS 6. NUM BER OF LAST CHECK WRITTEN
Account #1 see APPENDIX B
Account #2
Account #3
TOTAL
$21,525,083
INVES TMENT ACCOUNTS
BANK, ACCOUNT NAM E & NUM BER 7. Overnight repos on depository accounts 8. 9. 10. 11. TOTAL INVESTM ENTS
DATE OF PURCHASE 12/31/2008
TYPE OF INSTRUM ENT repo
PURCHASE PRICE $ 5,370,948
CURRENT VALUE $ 5,370,948
$ 5,370,948
$ 5,370,948
CAS H 12. CURRENCY ON HAND
$ 3,126,698
13. TOTAL CASH - END OF M ONTH
$30,022,729
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
APPENDIX B
Bank Acct # Debtor
Description
2055275431509Circuit City Stores, Inc. 2000045277427Circuit City Stores, Inc. 2079920046733Circuit City Stores, Inc. 2055302199620Circuit City Stores, Inc. 2055303192189Circuit City Stores, Inc. 1257401034 Circuit City West Coast 2055304684528Circuit City Stores, Inc. 7313200844 Circuit City West Coast 1233557748 Circuit City West Coast 1257501029 Circuit City West Coast 88001883706 Circuit City Stores, Inc. 2010008835100Circuit City Stores, Inc. 744447244 Circuit City Stores, Inc. 2055303237073Circuit City Stores, Inc. 2055304993099Circuit City Stores, Inc. 0001933210 Circuit City Stores, Inc. 2000023001107Circuit City Stores, Inc. 1257555447 Circuit City Stores, Inc. 2000022979133Circuit City Stores, Inc. 2055305959993Circuit City Stores, Inc. 3750979967 Circuit City Stores, Inc. 2000013944038Circuit City Stores, Inc. 2079920015191Circuit City Stores, Inc. 2079900056031Circuit City Stores, Inc. 2079900056044Circuit City Stores, Inc. Circuit City Stores Purchasing 2079900470992Co., LLC Circuit City Stores Purchasing 2000022979175Co., LLC 475600266 Circuit City Stores, Inc. 9331006380 Circuit City Stores, Inc. 8800606660 Circuit City Stores, Inc. 4121524672 Circuit City Stores, Inc. 2000022990950Circuit City Stores, Inc. 2000028301048Circuit City Stores, Inc. 030475139 Circuit City Stores PR, LLC 030475120 Circuit City Stores PR, LLC 030475147 Circuit City Stores PR, LLC 9392853301 Circuit City Stores, Inc. 737934 Circuit City Stores, Inc. 2000022979528Ventoux International 2000035264767Circuit City Stores, Inc. 454248-F Circuit City Stores, Inc. 2055305818908Circuit City Stores, Inc. Circuit City Stores, Inc. 4426634580 Circuit City Stores, Inc. 71706916 Circuit City Stores, Inc. 2000022979858Tourmalet Corp
Funding Account Funding Account Disbursement Account Depository Account Depository Account Transfer Account Depository Account Payroll Account Payroll Account Funding Account Funding Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Payroll Account Depository Account Disbursement Account Disbursement Account Disbursement Account Funding Account Depository Account Depository Account Disbursement Account Depository Account Depository Account Depository Account Funding Account Depository Account Payroll Account Collateral Account Funding Account Depository Account Depository Account Funding Account Depository Account Depository Account Funding Account Depository Account Depository Account
Bank Balance
Reconciled as of As of Date 12/31/08
G/L Balance
37,666 992,893 17,717 38,917 406,577 1,028,373 100 8,520 1,922,828 -
- 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 (2,087,011) 12/31/2008 - 12/31/2008 17,717 12/31/2008 - 12/31/2008 - 12/31/2008 5,857,589 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 100 12/31/2008 - 12/31/2008 - 12/31/2008 8,482,604 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y
- 12/31/2008
Y
199,843 595,170 47,811 340,266 5,535,319 94,640 40,700,163 5,000 1,050,000 10,000 74,301 19,677 310,698 -
98,306 69,344 1,965,751 5,535,320 65,535 84,886 5,000 1,050,000 375,456 4,486 -
53,436,480
21,525,083
12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL.
ACCRUAL BAS IS -6
CASE NUM BER: 08-35653 M ONTH:
12/1/2008 - 12/31/2008
PAYMENTS TO INS IDERS AND PROFES S IONALS OF THE TOTAL DISBURSEM ENTS SHOWN FOR THE M ONTH, LIST THE AM OUNT PAID TO INSIDERS (AS DEFINED IN SECTION 101 (31) (A)(F) OF THE U.S. BANKRUPTCY CODE) AND TO PROFESSIONALS. ALSO, FOR PAYM ENTS TO INSIDERS, IDENTIFY THE TYPE OF COM PENSATION PAID (e.g. SALARY, BONUS, COM M ISSIONS, INSURANCE, HOUSING ALLOWANCE, TRAVEL, CAR ALLOWANCE, ETC.). ATTACH ADDITIONAL SHEETS IF NECESSARY. INS IDERS NAME
TYPE OF PAYM ENT
AM OUNT PAID
TOTAL PAID TO DATE
DATE OF COURT ORDER AUTHORIZING
AM OUNT
AM OUNT
PAYM ENT
APPROVED
PAID
1. 2. 3. 4. 5. 6. TOTAL PAYM ENTS TO INSIDERS (1)
PROFES S IONALS
1. 2. 3. 4. 5. 6. 7. 8. 9.
NAME FTI Consulting, Inc. Kirkland & Ellis LLP KPM G LLP Kurtzman Carson Consultants LLC M cGuire Woods, LLP Rothschild Inc. Skadden, Arps, Slate, M eagher & Flom, LLP Wilmer Hale Ernst & Young LLP TOTAL PAYM ENTS TO PROFESSIONALS
$
TOTAL INCURRED & TO DATE UNPAID* $ 500,000 $ 1,383,650 257,798 194,422
338,878 $
TOTAL PAID
503,676
1,792,166 679,748 200,000 2,134,173 44,501 433,124
$
- $
338,878 $
1,003,676 $ 7,119,582
* INCLUDE ALL FEES INCURRED, BOTH APPROVED AND UNAPPROVED
POS TPETITION S TATUS OF S ECURED NOTES , LEAS ES PAYABLE AND ADEQUATE PROTECTION PAYMENTS SCHEDULED AM OUNTS M ONTHLY PAID TOTAL PAYM ENTS DURING UNPAID NAME OF CREDITOR DUE M ONTH POSTPETITION 1. Leases (2) $ 35,969,728 $ 62,737,882 $ 17,866,680 2. DIP Credit Facility (3) 1,811,488,325 375,323,680 Adequate Protection Payments for Utilities - see 3. APPENDIX C 2,192,763 4. 5.
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6. TOTAL
$
35,969,728 $1,876,418,970 $
393,190,360
(1) Other than salary, fees and benefit payments made in the ordinary course of business and reimbursements for business expenses, no payments have been made to insiders during the reporting period. (2) The leases line item is made up of hundreds of landlords. As such, only the total amount is reported in this schedule. The amounts paid during December include prepayments for January rent. The unpaid balance remaining at 12/31/2008 represents rent payments due for the period from 11/10/2008 - 11/30/2008; these payments are being held pursuant to a Court order. (3) The amounts paid during the month under the DIP credit facility represent the amounts swept from the debtors' bank accounts to repay amounts owed under the facility.
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
Provider Accent Energy/CA AEP/24413/24415-American Electric Company Bay State Gas Bay State Gas Bay State Gas Bay State Gas Bay State Gas Bay State Gas Bay State Gas Boston Gas Company dba National Grid Carolina Power & Light Corporation dba Progress Energy Carolina Central Georgia EMC City of Mesa, AZ Clarksville Gas & Water Cleveland Electric Illuminating Company Com Ed Connecticut Light & Power Co Connecticut Natural Gas Co Consolidated Edison Company of New York, Inc dba Con Edison CPS Energy of San Antonio, Texas Detroit Edison Company and Michigan Consolidated Gas Co dba DTE Energy Dominion East Ohio/2678 Dominion Hope/26783 Dominion Peoples/26784 Dominion Virginia/NC Power Duke Energy/70516 Duke Energy/9001076 Duke Energy/9001076 Duke Energy/9001076 Duquesne Light Company Emerald Coast Utilities Authority EnergyNorth Natural Gas dba National Grid NH Entergy Arkansas, Inc./8101 Entergy Gulf States LA, LLC/8103 Entergy Gulf States LA, LLC/8103 Entergy Gulf States LA, LLC/8103 Entergy Gulf States LA, LLC/8103 Entergy Louisiana, Inc./8108 Entergy Louisiana, Inc./8108 Entergy Louisiana, Inc./8108 Entergy Louisiana, Inc./8108 Entergy Mississippi, Inc./8105 Entergy Mississippi, Inc./8105 Entergy Texas, Inc./8104 Entergy Texas, Inc./8104 Entergy Texas, Inc./8104 Entergy Texas, Inc./8104 Florida Power Corporation dba Progress Energy Florida Gas South Georgia Power Granite State Electric dba National Grid - New Hampshire Gulf Power
APPENDIX C
$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $
Payment 13,688.00 85,413.00 150.00 605.00 555.00 495.00 660.00 2,650.00 375.00 2,585.00 45,300.00 2,125.00 1,290.00 1,000.00 19,865.00 36,419.00 44,246.00 3,889.00 201,880.00 24,872.00 134,547.00 2,028.00 661.00 3,274.00 77,903.00 66,850.00 45,398.00 7,500.00 29,418.00 25,000.00 14,499.50 3,050.00 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 76,273.00 16,668.42 138,193.00 8,788.00 17,481.42
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Jackson EMC Jersey Central Power & Light Co KeySpan Gas East Corporation dba National Grid KUB-Knoxville Utilities Board Long Island Power Authority dba LIPA Madison Gas and Electric Co. Met-Ed/3687 Mishawaka Utilities Narragansett Electric Company dba National Grid - Rhode Island National Grid - Massach National Grid - New York NIPSCO - Northern India Ohio Edison Orange and Rockland Utilities Pacific Gas & Electric PECO/37629 Pennsylvania Electric Company Piedmont Natural Gas Company PNM Electric & Gas Services PSE&G-Public Service Electric & Gas Company PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) Public Service of New Hampshire SCE&G-South Carolina Electric & Gas SCE&G-South Carolina Electric & Gas SCE&G-South Carolina Electric & Gas SCE&G-South Carolina Electric & Gas South Louisiana Electric Cooperative Southern Connecticut Gas Company Southwest Gas Corporation The Brooklyn Union Gas Company dba National Grid NY Toledo Edison / 3638 Tucson Electric Power Company Tucson Electric Power Company UNITIL UNITIL UNITIL Western Massachusetts Electric Yankee Gas Services Company
$ 7,785.00 $ 68,467.00 $ 7,005.00 $ 15,199.84 $ 31,325.00 $ 15,637.00 $ 5,700.00 $ 6,000.00 $ 11,061.00 $ 16,015.00 $ 21,835.00 $ 19,672.00 $ 18,461.00 $ 6,096.00 $ 116,195.00 $ 90,140.00 $ 13,525.00 $ 16,489.00 $ 30,499.00 $ 127,343.00 $ 600.00 $ 575.00 $ 265.00 $ 895.00 $ 250.00 $ 895.00 $ 350.00 $ 385.00 $ 38,750.00 $ 15,405.00 $ 17,335.00 $ 905.00 $ 14,015.00 $ 5,000.00 $ 7,433.00 $ 9,625.00 $ 7,350.00 $ 16,050.00 $ 1,800.00 $ 16,200.00 $ 2,132.00 $ 5,000.00 $ 2,132.00 $ 2,576.00 $ 9,303.00 Total $2,192,762.68
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CASE NAM E: CIRCUIT CITY STORES, INC., ET AL. CASE NUM BER: 08-35653
ACCRUAL BAS IS 7
12/1/2008 M ONTH: 12/31/2008 QUES TIONNAIRE
YES 1. HAVE ANY ASSETS BEEN SOLD OR TRANSFERRED OUTSIDE THE NORM AL COURSE OF BUSINESS THIS REPORTING PERIOD? 2. HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT? 3. ARE ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES, OR LOANS) DUE FROM RELATED PARTIES? 4. HAVE ANY PAYM ENTS BEEN M ADE ON PREPETITION LIABILITIES THIS REPORTING PERIOD? 5. HAVE ANY POSTPETITION LOANS BEEN RECEIVED BY THE DEBTOR FROM ANY PARTY? 6. ARE ANY POSTPETITION PAYROLL TAXES PAST DUE? 7. ARE ANY POSTPETITION STATE OR FEDERAL INCOM E TAXES PAST DUE? 8. ARE ANY POSTPETITION REAL ESTATE TAXES PAST DUE? 9. ARE ANY OTHER POSTPETITION TAXES PAST DUE? 10. ARE ANY AM OUNTS OWED TO POSTPETITION CREDITORS DELINQUENT? 11. HAVE ANY PREPETITION TAXES BEEN PAID DURING THE REPORTING PERIOD? 12. ARE ANY WAGE PAYM ENTS PAST DUE?
NO X X
X X X X X X X X X X
IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "YES," PROVIDE A DETAILED EXPLANATION OF EACH ITEM . ATTACH ADDITIONAL SHEETS IF NECESSARY. 3. Intercompany transactions in the ordinary course of business have given rise to postpetition receivables. Payments on prepetition liabilities have been made pursuant to motions granted by the Bankruptcy 4. Court. The debtors entered into a debtor-in-possession revolving credit facility on 11/12/08 and drew on that 5. facility during the period covered by this report. Certain real estate taxes are passed through to the debtors from the landlords. These real estate taxes for 8. the period 11/10/2008 through 11/30/2008 are past due. Certain business license taxes that covered both prepetition and postpetition periods were due on or 9. before 12/31/2008 but were not paid. The rent for active store leases owed for the period 11/10/2008 through 11/30/2008 is past due; these 10. payments are being held pursuant to a Court order. Pursuant to motions granted by the Bankruptcy Court, the debtors have paid prepetition sales and 11. payroll taxes.
INS URANCE YES 1. ARE WORKER'S COM PENSATION, GENERAL LIABILITY AND OTHER NECESSARY INSURANCE COVERAGES IN EFFECT? 2. ARE ALL PREM IUM PAYM ENTS PAID CURRENT? 3. PLEASE ITEM IZE POLICIES BELOW. IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "NO," OR IF ANY POLICIES HAVE BEEN CANCELLED OR NOT RENEWED DURING THIS REPORTING PERIOD, PROVIDE AN EXPLANATION BELOW. ATTACH ADDITIONAL SHEETS IF NECESSARY. N/A
X X
NO
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INS TALLMENT PAYMENTS TYPE OF POLICY Commercial General Liability
CARRIER Old Republic Insurance Co.
PERIOD COVERED 10/1/08 - 10/1/09
Auto Liability
Old Republic Insurance Co.
10/1/08 - 10/1/09
Aircraft Liability Excess Liability - Layer 1 Excess Liability - Layer 2 Excess Liability - Layer 3 Excess Liability - Layer 4 Excess Liability - Layer 5 Excess Liability - Layer 6 Excess Liability - Layer 7 Workers’ Compensation & Employer’s Liability Excess Workers' Compensation
Global Aerospace, Inc. National Union Fire Ins. Co. Lexington Insurance Co. Great American Insurance Co. Fireman’s Fund Insurance Co. Great American Assurance Co. St. Paul Fire and M arine Insurance Co. Ohio Casualty Insurance Co. Old Republic Insurance Co.
9/17/08 - 9/17/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09
Old Republic Insurance Co.
10/1/08 - 10/1/09
Self Insured Workers' Compensation States: California Department of Industrial Relations - SIP ongoing Ohio Washington
Ohio Bureau of Workers' Compensation ongoing Washington Self-Insured Assessments ongoing
M onopolistic State Workers' Compensation Policies: Wyoming Wyoming State WC Premium Foreign Liability Package Business Travel Accident Fiduciary Fiduciary Excess Crime Kidnap and Ransom D&O (Traditional) - Primary D&O (Traditional) - Layer 1 D&O (Traditional) - Layer 2 D&O (Traditional) - Layer 3 D&O (Traditional) - Layer 4 Runoff D&O - Primary Runoff D&O - Layer 1 Runoff D&O - Layer 2 (Year 1) Runoff D&O - Layer 2 (Years 2 - 6) Runoff D&O - Layer 3 Runoff D&O - Layer 4 Runoff D&O - Layer 5 Runoff D&O - Layer 6 Runoff D&O - Layer 7 (Side A DIC) Runoff D&O - Layer 8 Property - Boiler & M achinery Property - StockThroughput/Ocean Cargo Property - All Risk
National Union Fire Ins. Co. Zurich American Chubb Group Arch Chubb Group Chubb Group AIG ACE XL Valiant AWAC CNA Chubb Group Great American Axis Travelers Axis RSUI Arch XL Chubb Group Continental Casualty Company National Liability & Fire
ongoing 10/1/08 - 10/1/09 8/1/08 - 8/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 8/15/08 - 8/15/09 9/5/08 - 8/15/09
Lexington, Axis, Lloyds of London, 8/15/08 - 8/15/09 Liberty, GEP, Glacier Ins AG, State National, Princeton Excess, Industrial Risk, Lancashire, Landmark AmeriCNA, & Integon Specialty
PAYM ENT AM OUNT & FREQUENCY $141,622 paid at inception & $141,292 due on 04/01/09 $181,882 paid at inception & $180,457 due on 04/01/09 $78,340 paid at inception $513,000 paid at inception $86,912.50 paid at inception $60,600 paid at inception $45,000 paid at inception $37,500 paid at inception $37,400 paid at inception $30,805 paid at inception $464,615 paid at inception & $264,229 due on 04/01/09 $63,874 paid at inception & $63,874 due on 04/01/09 $53,550 paid in July 2008 and $94,830 due in January 2009 $2,442 est. due in February 2009 $89,503 est. paid quarterly ($67,127 paid to date) $14,059 est. paid quarterly ($11,337 paid to date) $6,158 paid at inception $41,232 paid at inception $145,000 paid at inception $121,800 paid at inception $75,000 paid at inception $5,000 paid at inception $185,000 paid at inception $166,500 paid at inception $150,000 paid at inception $135,000 paid at inception $115,000 paid at inception $1,177,500 paid at inception $487,500 paid at inception $240,000 paid at inception $240,000 paid at inception $822,000 paid at inception $698,700 paid at inception $589,050 paid at inception $540,000 paid at inception $1,275,000 paid at inception $375,000 paid at inception $31,734 paid at inception $91,845 paid at inception $2,750,701.66 paid at inception
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________
FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2009 ___________
CIRCUIT CITY STORES, INC. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation)
1-5767 (Commission File Number)
9950 Mayland Drive Richmond, Virginia (Address of principal executive offices)
54-0493875 (I.R.S. Employer Identification No.)
23233 (Zip Code)
Registrant’s telephone number, including area code: (804) 486-4000 Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01
Other Events.
On February 13, 2009, Circuit City Stores, Inc. (the “Company”) filed the Monthly Operating Report for the period from December 1, 2008 to December 31, 2008 with the United States Bankruptcy Court for the Eastern District of Virginia. The Bankruptcy Court has had jurisdiction over the reorganization proceedings under Chapter 11 of the United States Bankruptcy Code for the Company and each of its wholly-owned United States and Puerto Rican subsidiaries since November 10, 2008. A copy of the Monthly Operating Report is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01. The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Office of the United States Trustee and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report contains any information beyond that required by the Office of the United States Trustee. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results. This report and Exhibit 99.1 to this report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Company believes that there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Company’s control. Such factors include, without limitation, developments in the bankruptcy proceedings, the results of liquidation sales and other matters.
Item 9.01
(d)
Financial Statements and Exhibits.
Exhibits.
Exhibit No.
Description
99.1
Monthly Operating Report for the Period from December 1, 2008 to December 31, 2008
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CIRCUIT CITY STORES, INC. (Registrant)
Date: February 20, 2009
By:
/s/Reginald D. Hedgebeth Reginald D. Hedgebeth Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No.
Description
99.1
Monthly Operating Report for the Period from December 1, 2008 to December 31, 2008
Exhibit 99.1 CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653 JUDGE: KEVIN R. HUENNEKENS
ACCRUAL BASIS
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION MONTHLY OPERATING REPORT MONTH ENDING: DECEMBER 1, 2008 TO DECEMBER 31, 2008
IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING MONTHLY OPERATING REPORT (ACCRUAL BASIS-1 THROUGH ACCRUAL BASIS-7) AND THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY KNOWLEDGE, THESE DOCUMENTS ARE TRUE, CORRECT AND COMPLETE. DECLARATION OF THE PREPARER (OTHER THAN RESPONSIBLE PARTY): IS BASED ON ALL INFORMATION OF WHICH PREPARER HAS ANY KNOWLEDGE.
RESPONSIBLE PARTY: /s/ MICHELLE O. MOSIER ORIGINAL SIGNATURE OF RESPONSIBLE PARTY
VICE PRESIDENT AND CONTROLLER TITLE
MICHELLE O. MOSIER PRINTED NAME OF RESPONSIBLE PARTY
FEBRUARY 13, 2009 DATE
PREPARER: /s/ ANN P. PIETRANTONI ORIGINAL SIGNATURE OF PREPARER
DIRECTOR, FINANCIAL REPORTING TITLE
ANN P. PIETRANTONI PRINTED NAME OF PREPARER
FEBRUARY 13, 2009 DATE
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-1
BALANCE SHEET (amounts in thousands) 12/31/2008 ASSETS CURRENT ASSETS Cash and cash equivalents Short-term investments Accounts receivable, net Merchandise inventory Deferred income taxes, net of valuation allowance Income tax receivable Prepaid expenses and other current assets Intercompany receivables and investments in subsidiaries
30,023 908 388,334 1,138,039 24,311 86,807 210,884 522,273
TOTAL CURRENT ASSETS
2,401,579
Property and equipment Accumulated depreciation Net property and equipment Other intangible assets, net Other assets
2,274,135 (1,703,168) 570,967 181 141,909
TOTAL ASSETS
3,114,636
LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Merchandise payable Expenses payable Accrued expenses and other current liabilities Accrued compensation Intercompany payables Accrued income taxes Short-term debt TOTAL CURRENT LIABILITIES Accrued straight-line rent Deferred rent credits Deferred income taxes, net of valuation allowance Other liabilities
67,883 163,577 206,170 37,318 10,634 1,993 375,324 862,899 150,218 160,555 23,252 33,391
LIABILITIES NOT SUBJECT TO COMPROMISE
1,230,315
LIABILITIES SUBJECT TO COMPROMISE
1,209,751
TOTAL LIABILITIES
2,440,066
STOCKHOLDERS' EQUITY Common stock Additional paid-in capital Retained deficit Accumulated other comprehensive income TOTAL STOCKHOLDERS' EQUITY TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
435,612 304,885 (95,636) 29,709 674,570 3,114,636
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-2
INCOME STATEMENT (Amounts in thousands) Net sales Cost of sales, buying and warehousing Gross profit Selling, general and administrative expenses Asset impairment charges (1) Operating loss Interest income Interest expense Loss before reorganization items and income taxes Reorganization items, net Income tax benefit Net loss
12/1/08 12/31/08 1,076,610 882,807 193,803 205,284 7,982 (19,463) 59 4,714 (24,118) 3,074 (99) (20,945)
(1) The company recorded a non-cash impairment charge of $8.0 million during December 2008. The charge was primarily related to long-lived assets at the company's stores.
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-2
INCOME STATEMENT (Amounts in thousands) Net sales Cost of sales, buying and warehousing Gross profit Selling, general and administrative expenses Asset impairment charges (1) Operating loss Interest income Interest expense Loss before reorganization items and income taxes Reorganization items, net Income tax benefit Net loss
11/10/08 12/31/08 1,776,852 1,498,936 277,916 376,104 322,509 (420,697) 79 23,342 (443,960) 8,571 (663) (434,726)
(1) As required under generally accepted accounting principles, the company must test its long-lived assets for impairment when circumstances indicate that the carrying value of the asset may exceed its fair value. The testing for the period from 11/10/2008 - 12/31/2008 indicated that certain long-lived assets were impaired, resulting in a non-cash charge of $322.5 million. The charge was primarily related to long-lived assets at the company's stores.
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-3
CASH RECEIPTS AND DISBURSEMENTS (amounts in thousands) 12/1/2008 12/31/2008 Operating Activities: Net loss
$
Adjustments to reconcile net loss to net cash provided by operating activities: Net gain from reorganization items Depreciation expense Amortization expense Asset impairment charges Stock-based compensation expense Gain on dispositions of property & equipment Provision for deferred income taxes Other Changes in operating assets and liabilities: Accounts receivable, net Merchandise inventory Prepaid inventory Prepaid expenses & other current assets Other assets Merchandise payable Expenses payable Accrued expenses, other current liabilities and accrued income taxes Intercompany receivables Other long-term liabilities Net cash provided by operating activities before reorganization items Cash effect of reorganization items (professional fees) Net cash provided by operating activities
(3,074) 9,177 2 7,982 472 (3,346) (34) 204,000 191,257 50,102 (16,835) (4,242) (32,928) 14,266 (22,214) 2,646 3,097 379,383 (339) 379,044
Investing Activities: Purchases of property and equipment Proceeds from sales of property & equipment Net cash provided by investing activities
(572) 3,369 2,797
Financing Activities: Proceeds from DIP borrowings Principal payments on DIP borrowings Principal payments on other short-term borrowings Proceeds from long-term debt Principal payments on long-term debt Change in overdraft balances Net cash used in financing activities Decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period
(20,945)
1,360,322 (1,811,489) (326) 30,335 (421,158)
$
(39,317) 69,340 30,023
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
ACCRUAL BASIS-3
CASH RECEIPTS AND DISBURSEMENTS (amounts in thousands) 11/10/2008 12/31/2008 Operating Activities: Net loss
$
Adjustments to reconcile net loss to net cash provided by operating activities: Net gain from reorganization items Depreciation expense Amortization expense Asset impairment charges Stock-based compensation expense Gain on dispositions of property & equipment Provision for deferred income taxes Other Changes in operating assets and liabilities: Accounts receivable, net Merchandise inventory Prepaid inventory Prepaid expenses & other current assets Other assets Merchandise payable Expenses payable Accrued expenses, other current liabilities and accrued income taxes Intercompany receivables Other long-term liabilities Net cash provided by operating activities before reorganization items Cash effect of reorganization items (professional fees) Net cash provided by operating activities
(8,571) 18,005 4 322,509 (8,477) (3,346) 6,836 (58) (93,020) 457,036 (66,107) (4,234) (9,457) (5,136) 71,356 129,424 174 (39,822) 332,390 (1,004) 331,386
Investing Activities: Purchases of property and equipment Proceeds from sales of property & equipment Net cash provided by investing activities
(658) 3,369 2,711
Financing Activities: Proceeds from DIP borrowings Principal payments on DIP borrowings Principal payments on other short-term borrowings Proceeds from long-term debt Principal payments on long-term debt Change in overdraft balances Net cash used in financing activities before reorganization items Cash effect of reorganization items (debt issuance costs) Net cash used in financing activities Decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period
(434,726)
2,190,672 (2,545,939) (198) 401 (1,264) 30,922 (325,406) (26,682) (352,088)
$
(17,991) 48,014 30,023
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL.
ACCRUAL BAS IS -4
CASE NUM BER: 08-35653
SCHEDULE AM OUNT
ACCOUNTS RECEIVABLE AGING 1. 0-30 2. 31-60 3. 61-90 4. 91+ 5. TOTAL ACCOUNTS RECEIVABLE 6. AM OUNT CONSIDERED UNCOLLECTIBLE 7. ACCOUNTS RECEIVABLE (NET)
$
$ $
AGING OF POS TPETITION TAXES AND PAYABLES
TAXES PAYABLE 1. FEDERAL 2. STATE 3. LOCAL 4. OTHER (SEE APPENDIX A) 5. TOTAL TAXES PAYABLE 6. M ERCHANDISE PAYABLE EXPENSES PAYABLE
$
$
MONTH:
0-30 DAYS 9,958,896 $ 53,437,052 44,548 6,872,964 70,313,460 $
$ 49,891,597 $ $ 129,871,747 $
31-60 DAYS
TOTAL 9,958,896 54,326,024 44,548 9,894,017 - $ 74,223,485
- $ - $
- $
3,939,090 $ 24,052,205 $
- $ - $
- $ 53,830,687 - $153,923,952
BEGINNING TAX LIABILITY* $ 2,465,965 1,727,046 3,971,660 86,408 $ 8,251,079
$ $
91+ DAYS
- $ 888,972 3,021,053 3,910,025 $
MONTH:
$
M ONTH
12/1/2008 - 12/31/2008
61-90 DAYS
S TATUS OF POS TPETITION TAXES
FEDERAL 1. WITHHOLDING** 2. FICA-EM PLOYEE** 3. FICA-EM PLOYER** 4. UNEM PLOYM ENT 5. INCOM E 6. OTHER (ATTACH LIST) 7. TOTAL FEDERAL TAXES S TATE AND LOCAL & OTHER 8. WITHHOLDING 9. SALES 10. EXCISE 11. UNEM PLOYM ENT 12. REAL PROPERTY 13. PERSONAL PROPERTY 14. OTHER (SEE APPENDIX A) 15. TOTAL STATE & LOCAL & OTHER 16. TOTAL TAXES
M ONTH M ONTH 11/30/2008 12/31/2008 549,170,282 278,092,708 24,661,230 73,257,954 7,287,020 20,395,564 14,135,691 19,527,539 595,254,223 $ 391,273,765 2,920,247 2,939,299 592,333,976 $ 388,334,466
12/1/2008 - 12/31/2008
AM OUNT ENDING WITHHELD AND/ AM OUNT TAX OR ACCRUED PAID LIABILITY $ 9,790,326 $ (8,854,709) $ 3,401,582 6,215,810 (5,600,148) 2,342,708 5,595,872 (5,583,295) 3,984,237 143,961 230,369 $ 21,745,969 $ (20,038,152) $ 9,958,896
696,112 $ 31,922,844 336,246 5,900,453 38,855,655 $ 47,106,734 $
2,782,260 $ (2,484,094) $ 994,278 72,562,214 (52,030,080) 52,454,978 588,176 (3,106) 921,316 7,282,292 (3,288,728) 9,894,017 83,214,942 $ (57,806,008) $ 64,264,589 104,960,911 $ (77,844,160) $ 74,223,485
* The beginning tax liability should represent the liability from the prior month or, if this is the first operating report, the amount should be zero. ** Attach photocopies of IRS Form 6123 or your FTD coupon and payment receipt to verify payment or deposit.
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CASE NAM E: CIRCUIT CITY STORES, INC., ET AL. CASE NUM BER: 08-35653
APPENDIX A
OTHER TAXES PAYABLE State & Local Income Taxes Franchise Taxes Business Licenses and Gross Receipts Taxes Other Taxes Real Estate Taxes (passed through by landlord)
$
Other Taxes Payable
$
0-30 days 1,278,305 812,750 299,421 142,659 4,339,828 6,872,964
31-60 days
61-90 days
91+ days
$
219,301 2,801,752
$
-
$
-
$
$
3,021,053
$
-
$
-
$
Total 1,278,305 812,750 518,723 142,659 7,141,580 9,894,017
S TATUS OF POS TPETITION TAXES OTHER TAXES Amount Withheld and/or Accrued
Beginning Tax Liability Other Taxes State & Local Income Taxes (1) (2) Franchise Taxes (1) Business Licenses and Gross Receipts Taxes Other Taxes Real Estate Taxes (passed through by landlord) Total Other Taxes
Amount Paid
Ending Tax Liability
$
1,278,186 689,550 322,210 26,877 3,583,630
$
119 123,200 696,235 209,263 6,253,474
$
- $ (499,723) (93,481) (2,695,524)
1,278,305 812,750 518,723 142,659 7,141,580
$
5,900,453
$
7,282,292
$ (3,288,728) $
9,894,017
(1) Income/Franchise taxes related to the fiscal year ending 2/28/09 are considered "postpetition" taxes because the ending date of the period on which the returns are based is postpetition. (2) The company only records a provision for income taxes during the last month of its fiscal quarters. Therefore, the ending tax liability does not include an additional accrual for December.
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL.
ACCRUAL BAS IS -5
CASE NUM BER: 08-35653
The debtor in possession must complete the reconciliation below for each bank account, including all general, payroll and tax accounts, as well as all savings and investment accounts, money market accounts, certificates of deposit, government obligations, etc. Accounts with restricted funds should be identified by placing an asterisk next to the account number. Attach additional sheets if necessary.
M ONTH:
12/1/2008 12/31/2008
BANK RECONCILIATIONS A. BANK: B. ACCOUNT NUM BER: C. PURPOSE (TYPE): 1. BALANCE PER BANK STATEM ENT 2. ADD: TOTAL DEPOSITS NOT CREDITED 3. SUBTRACT: OUTSTANDING CHECKS 4. OTHER RECONCILING ITEM S 5. M ONTH END BALANCE PER BOOKS 6. NUM BER OF LAST CHECK WRITTEN
Account #1 see APPENDIX B
Account #2
Account #3
TOTAL
$21,525,083
INVES TMENT ACCOUNTS
BANK, ACCOUNT NAM E & NUM BER 7. Overnight repos on depository accounts 8. 9. 10. 11. TOTAL INVESTM ENTS
DATE OF PURCHASE 12/31/2008
TYPE OF INSTRUM ENT repo
PURCHASE PRICE $ 5,370,948
CURRENT VALUE $ 5,370,948
$ 5,370,948
$ 5,370,948
CAS H 12. CURRENCY ON HAND
$ 3,126,698
13. TOTAL CASH - END OF M ONTH
$30,022,729
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
APPENDIX B
Bank Acct # Debtor
Description
2055275431509Circuit City Stores, Inc. 2000045277427Circuit City Stores, Inc. 2079920046733Circuit City Stores, Inc. 2055302199620Circuit City Stores, Inc. 2055303192189Circuit City Stores, Inc. 1257401034 Circuit City West Coast 2055304684528Circuit City Stores, Inc. 7313200844 Circuit City West Coast 1233557748 Circuit City West Coast 1257501029 Circuit City West Coast 88001883706 Circuit City Stores, Inc. 2010008835100Circuit City Stores, Inc. 744447244 Circuit City Stores, Inc. 2055303237073Circuit City Stores, Inc. 2055304993099Circuit City Stores, Inc. 0001933210 Circuit City Stores, Inc. 2000023001107Circuit City Stores, Inc. 1257555447 Circuit City Stores, Inc. 2000022979133Circuit City Stores, Inc. 2055305959993Circuit City Stores, Inc. 3750979967 Circuit City Stores, Inc. 2000013944038Circuit City Stores, Inc. 2079920015191Circuit City Stores, Inc. 2079900056031Circuit City Stores, Inc. 2079900056044Circuit City Stores, Inc. Circuit City Stores Purchasing 2079900470992Co., LLC Circuit City Stores Purchasing 2000022979175Co., LLC 475600266 Circuit City Stores, Inc. 9331006380 Circuit City Stores, Inc. 8800606660 Circuit City Stores, Inc. 4121524672 Circuit City Stores, Inc. 2000022990950Circuit City Stores, Inc. 2000028301048Circuit City Stores, Inc. 030475139 Circuit City Stores PR, LLC 030475120 Circuit City Stores PR, LLC 030475147 Circuit City Stores PR, LLC 9392853301 Circuit City Stores, Inc. 737934 Circuit City Stores, Inc. 2000022979528Ventoux International 2000035264767Circuit City Stores, Inc. 454248-F Circuit City Stores, Inc. 2055305818908Circuit City Stores, Inc. Circuit City Stores, Inc. 4426634580 Circuit City Stores, Inc. 71706916 Circuit City Stores, Inc. 2000022979858Tourmalet Corp
Funding Account Funding Account Disbursement Account Depository Account Depository Account Transfer Account Depository Account Payroll Account Payroll Account Funding Account Funding Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Depository Account Payroll Account Depository Account Disbursement Account Disbursement Account Disbursement Account Funding Account Depository Account Depository Account Disbursement Account Depository Account Depository Account Depository Account Funding Account Depository Account Payroll Account Collateral Account Funding Account Depository Account Depository Account Funding Account Depository Account Depository Account Funding Account Depository Account Depository Account
Bank Balance
Reconciled as of As of Date 12/31/08
G/L Balance
37,666 992,893 17,717 38,917 406,577 1,028,373 100 8,520 1,922,828 -
- 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 (2,087,011) 12/31/2008 - 12/31/2008 17,717 12/31/2008 - 12/31/2008 - 12/31/2008 5,857,589 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 100 12/31/2008 - 12/31/2008 - 12/31/2008 8,482,604 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008 - 12/31/2008
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y
- 12/31/2008
Y
199,843 595,170 47,811 340,266 5,535,319 94,640 40,700,163 5,000 1,050,000 10,000 74,301 19,677 310,698 -
98,306 69,344 1,965,751 5,535,320 65,535 84,886 5,000 1,050,000 375,456 4,486 -
53,436,480
21,525,083
12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008 12/31/2008
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL.
ACCRUAL BAS IS -6
CASE NUM BER: 08-35653 M ONTH:
12/1/2008 - 12/31/2008
PAYMENTS TO INS IDERS AND PROFES S IONALS OF THE TOTAL DISBURSEM ENTS SHOWN FOR THE M ONTH, LIST THE AM OUNT PAID TO INSIDERS (AS DEFINED IN SECTION 101 (31) (A)(F) OF THE U.S. BANKRUPTCY CODE) AND TO PROFESSIONALS. ALSO, FOR PAYM ENTS TO INSIDERS, IDENTIFY THE TYPE OF COM PENSATION PAID (e.g. SALARY, BONUS, COM M ISSIONS, INSURANCE, HOUSING ALLOWANCE, TRAVEL, CAR ALLOWANCE, ETC.). ATTACH ADDITIONAL SHEETS IF NECESSARY. INS IDERS NAME
TYPE OF PAYM ENT
AM OUNT PAID
TOTAL PAID TO DATE
DATE OF COURT ORDER AUTHORIZING
AM OUNT
AM OUNT
PAYM ENT
APPROVED
PAID
1. 2. 3. 4. 5. 6. TOTAL PAYM ENTS TO INSIDERS (1)
PROFES S IONALS
1. 2. 3. 4. 5. 6. 7. 8. 9.
NAME FTI Consulting, Inc. Kirkland & Ellis LLP KPM G LLP Kurtzman Carson Consultants LLC M cGuire Woods, LLP Rothschild Inc. Skadden, Arps, Slate, M eagher & Flom, LLP Wilmer Hale Ernst & Young LLP TOTAL PAYM ENTS TO PROFESSIONALS
$
TOTAL INCURRED & TO DATE UNPAID* $ 500,000 $ 1,383,650 257,798 194,422
338,878 $
TOTAL PAID
503,676
1,792,166 679,748 200,000 2,134,173 44,501 433,124
$
- $
338,878 $
1,003,676 $ 7,119,582
* INCLUDE ALL FEES INCURRED, BOTH APPROVED AND UNAPPROVED
POS TPETITION S TATUS OF S ECURED NOTES , LEAS ES PAYABLE AND ADEQUATE PROTECTION PAYMENTS SCHEDULED AM OUNTS M ONTHLY PAID TOTAL PAYM ENTS DURING UNPAID NAME OF CREDITOR DUE M ONTH POSTPETITION 1. Leases (2) $ 35,969,728 $ 62,737,882 $ 17,866,680 2. DIP Credit Facility (3) 1,811,488,325 375,323,680 Adequate Protection Payments for Utilities - see 3. APPENDIX C 2,192,763 4. 5.
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6. TOTAL
$
35,969,728 $1,876,418,970 $
393,190,360
(1) Other than salary, fees and benefit payments made in the ordinary course of business and reimbursements for business expenses, no payments have been made to insiders during the reporting period. (2) The leases line item is made up of hundreds of landlords. As such, only the total amount is reported in this schedule. The amounts paid during December include prepayments for January rent. The unpaid balance remaining at 12/31/2008 represents rent payments due for the period from 11/10/2008 - 11/30/2008; these payments are being held pursuant to a Court order. (3) The amounts paid during the month under the DIP credit facility represent the amounts swept from the debtors' bank accounts to repay amounts owed under the facility.
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CASE NAME: CIRCUIT CITY STORES, INC., ET AL. CASE NUMBER: 08-35653
Provider Accent Energy/CA AEP/24413/24415-American Electric Company Bay State Gas Bay State Gas Bay State Gas Bay State Gas Bay State Gas Bay State Gas Bay State Gas Boston Gas Company dba National Grid Carolina Power & Light Corporation dba Progress Energy Carolina Central Georgia EMC City of Mesa, AZ Clarksville Gas & Water Cleveland Electric Illuminating Company Com Ed Connecticut Light & Power Co Connecticut Natural Gas Co Consolidated Edison Company of New York, Inc dba Con Edison CPS Energy of San Antonio, Texas Detroit Edison Company and Michigan Consolidated Gas Co dba DTE Energy Dominion East Ohio/2678 Dominion Hope/26783 Dominion Peoples/26784 Dominion Virginia/NC Power Duke Energy/70516 Duke Energy/9001076 Duke Energy/9001076 Duke Energy/9001076 Duquesne Light Company Emerald Coast Utilities Authority EnergyNorth Natural Gas dba National Grid NH Entergy Arkansas, Inc./8101 Entergy Gulf States LA, LLC/8103 Entergy Gulf States LA, LLC/8103 Entergy Gulf States LA, LLC/8103 Entergy Gulf States LA, LLC/8103 Entergy Louisiana, Inc./8108 Entergy Louisiana, Inc./8108 Entergy Louisiana, Inc./8108 Entergy Louisiana, Inc./8108 Entergy Mississippi, Inc./8105 Entergy Mississippi, Inc./8105 Entergy Texas, Inc./8104 Entergy Texas, Inc./8104 Entergy Texas, Inc./8104 Entergy Texas, Inc./8104 Florida Power Corporation dba Progress Energy Florida Gas South Georgia Power Granite State Electric dba National Grid - New Hampshire Gulf Power
APPENDIX C
$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $
Payment 13,688.00 85,413.00 150.00 605.00 555.00 495.00 660.00 2,650.00 375.00 2,585.00 45,300.00 2,125.00 1,290.00 1,000.00 19,865.00 36,419.00 44,246.00 3,889.00 201,880.00 24,872.00 134,547.00 2,028.00 661.00 3,274.00 77,903.00 66,850.00 45,398.00 7,500.00 29,418.00 25,000.00 14,499.50 3,050.00 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 14,499.50 76,273.00 16,668.42 138,193.00 8,788.00 17,481.42
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Jackson EMC Jersey Central Power & Light Co KeySpan Gas East Corporation dba National Grid KUB-Knoxville Utilities Board Long Island Power Authority dba LIPA Madison Gas and Electric Co. Met-Ed/3687 Mishawaka Utilities Narragansett Electric Company dba National Grid - Rhode Island National Grid - Massach National Grid - New York NIPSCO - Northern India Ohio Edison Orange and Rockland Utilities Pacific Gas & Electric PECO/37629 Pennsylvania Electric Company Piedmont Natural Gas Company PNM Electric & Gas Services PSE&G-Public Service Electric & Gas Company PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) PSNC Energy (Public Service Co. of NC) Public Service of New Hampshire SCE&G-South Carolina Electric & Gas SCE&G-South Carolina Electric & Gas SCE&G-South Carolina Electric & Gas SCE&G-South Carolina Electric & Gas South Louisiana Electric Cooperative Southern Connecticut Gas Company Southwest Gas Corporation The Brooklyn Union Gas Company dba National Grid NY Toledo Edison / 3638 Tucson Electric Power Company Tucson Electric Power Company UNITIL UNITIL UNITIL Western Massachusetts Electric Yankee Gas Services Company
$ 7,785.00 $ 68,467.00 $ 7,005.00 $ 15,199.84 $ 31,325.00 $ 15,637.00 $ 5,700.00 $ 6,000.00 $ 11,061.00 $ 16,015.00 $ 21,835.00 $ 19,672.00 $ 18,461.00 $ 6,096.00 $ 116,195.00 $ 90,140.00 $ 13,525.00 $ 16,489.00 $ 30,499.00 $ 127,343.00 $ 600.00 $ 575.00 $ 265.00 $ 895.00 $ 250.00 $ 895.00 $ 350.00 $ 385.00 $ 38,750.00 $ 15,405.00 $ 17,335.00 $ 905.00 $ 14,015.00 $ 5,000.00 $ 7,433.00 $ 9,625.00 $ 7,350.00 $ 16,050.00 $ 1,800.00 $ 16,200.00 $ 2,132.00 $ 5,000.00 $ 2,132.00 $ 2,576.00 $ 9,303.00 Total $2,192,762.68
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CASE NAM E: CIRCUIT CITY STORES, INC., ET AL. CASE NUM BER: 08-35653
ACCRUAL BAS IS 7
12/1/2008 M ONTH: 12/31/2008 QUES TIONNAIRE
YES 1. HAVE ANY ASSETS BEEN SOLD OR TRANSFERRED OUTSIDE THE NORM AL COURSE OF BUSINESS THIS REPORTING PERIOD? 2. HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT? 3. ARE ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES, OR LOANS) DUE FROM RELATED PARTIES? 4. HAVE ANY PAYM ENTS BEEN M ADE ON PREPETITION LIABILITIES THIS REPORTING PERIOD? 5. HAVE ANY POSTPETITION LOANS BEEN RECEIVED BY THE DEBTOR FROM ANY PARTY? 6. ARE ANY POSTPETITION PAYROLL TAXES PAST DUE? 7. ARE ANY POSTPETITION STATE OR FEDERAL INCOM E TAXES PAST DUE? 8. ARE ANY POSTPETITION REAL ESTATE TAXES PAST DUE? 9. ARE ANY OTHER POSTPETITION TAXES PAST DUE? 10. ARE ANY AM OUNTS OWED TO POSTPETITION CREDITORS DELINQUENT? 11. HAVE ANY PREPETITION TAXES BEEN PAID DURING THE REPORTING PERIOD? 12. ARE ANY WAGE PAYM ENTS PAST DUE?
NO X X
X X X X X X X X X X
IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "YES," PROVIDE A DETAILED EXPLANATION OF EACH ITEM . ATTACH ADDITIONAL SHEETS IF NECESSARY. 3. Intercompany transactions in the ordinary course of business have given rise to postpetition receivables. Payments on prepetition liabilities have been made pursuant to motions granted by the Bankruptcy 4. Court. The debtors entered into a debtor-in-possession revolving credit facility on 11/12/08 and drew on that 5. facility during the period covered by this report. Certain real estate taxes are passed through to the debtors from the landlords. These real estate taxes for 8. the period 11/10/2008 through 11/30/2008 are past due. Certain business license taxes that covered both prepetition and postpetition periods were due on or 9. before 12/31/2008 but were not paid. The rent for active store leases owed for the period 11/10/2008 through 11/30/2008 is past due; these 10. payments are being held pursuant to a Court order. Pursuant to motions granted by the Bankruptcy Court, the debtors have paid prepetition sales and 11. payroll taxes.
INS URANCE YES 1. ARE WORKER'S COM PENSATION, GENERAL LIABILITY AND OTHER NECESSARY INSURANCE COVERAGES IN EFFECT? 2. ARE ALL PREM IUM PAYM ENTS PAID CURRENT? 3. PLEASE ITEM IZE POLICIES BELOW. IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "NO," OR IF ANY POLICIES HAVE BEEN CANCELLED OR NOT RENEWED DURING THIS REPORTING PERIOD, PROVIDE AN EXPLANATION BELOW. ATTACH ADDITIONAL SHEETS IF NECESSARY. N/A
X X
NO
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INS TALLMENT PAYMENTS TYPE OF POLICY Commercial General Liability
CARRIER Old Republic Insurance Co.
PERIOD COVERED 10/1/08 - 10/1/09
Auto Liability
Old Republic Insurance Co.
10/1/08 - 10/1/09
Aircraft Liability Excess Liability - Layer 1 Excess Liability - Layer 2 Excess Liability - Layer 3 Excess Liability - Layer 4 Excess Liability - Layer 5 Excess Liability - Layer 6 Excess Liability - Layer 7 Workers’ Compensation & Employer’s Liability Excess Workers' Compensation
Global Aerospace, Inc. National Union Fire Ins. Co. Lexington Insurance Co. Great American Insurance Co. Fireman’s Fund Insurance Co. Great American Assurance Co. St. Paul Fire and M arine Insurance Co. Ohio Casualty Insurance Co. Old Republic Insurance Co.
9/17/08 - 9/17/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09 10/1/08 - 10/1/09
Old Republic Insurance Co.
10/1/08 - 10/1/09
Self Insured Workers' Compensation States: California Department of Industrial Relations - SIP ongoing Ohio Washington
Ohio Bureau of Workers' Compensation ongoing Washington Self-Insured Assessments ongoing
M onopolistic State Workers' Compensation Policies: Wyoming Wyoming State WC Premium Foreign Liability Package Business Travel Accident Fiduciary Fiduciary Excess Crime Kidnap and Ransom D&O (Traditional) - Primary D&O (Traditional) - Layer 1 D&O (Traditional) - Layer 2 D&O (Traditional) - Layer 3 D&O (Traditional) - Layer 4 Runoff D&O - Primary Runoff D&O - Layer 1 Runoff D&O - Layer 2 (Year 1) Runoff D&O - Layer 2 (Years 2 - 6) Runoff D&O - Layer 3 Runoff D&O - Layer 4 Runoff D&O - Layer 5 Runoff D&O - Layer 6 Runoff D&O - Layer 7 (Side A DIC) Runoff D&O - Layer 8 Property - Boiler & M achinery Property - StockThroughput/Ocean Cargo Property - All Risk
National Union Fire Ins. Co. Zurich American Chubb Group Arch Chubb Group Chubb Group AIG ACE XL Valiant AWAC CNA Chubb Group Great American Axis Travelers Axis RSUI Arch XL Chubb Group Continental Casualty Company National Liability & Fire
ongoing 10/1/08 - 10/1/09 8/1/08 - 8/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/09 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 12/1/08 - 12/1/14 8/15/08 - 8/15/09 9/5/08 - 8/15/09
Lexington, Axis, Lloyds of London, 8/15/08 - 8/15/09 Liberty, GEP, Glacier Ins AG, State National, Princeton Excess, Industrial Risk, Lancashire, Landmark AmeriCNA, & Integon Specialty
PAYM ENT AM OUNT & FREQUENCY $141,622 paid at inception & $141,292 due on 04/01/09 $181,882 paid at inception & $180,457 due on 04/01/09 $78,340 paid at inception $513,000 paid at inception $86,912.50 paid at inception $60,600 paid at inception $45,000 paid at inception $37,500 paid at inception $37,400 paid at inception $30,805 paid at inception $464,615 paid at inception & $264,229 due on 04/01/09 $63,874 paid at inception & $63,874 due on 04/01/09 $53,550 paid in July 2008 and $94,830 due in January 2009 $2,442 est. due in February 2009 $89,503 est. paid quarterly ($67,127 paid to date) $14,059 est. paid quarterly ($11,337 paid to date) $6,158 paid at inception $41,232 paid at inception $145,000 paid at inception $121,800 paid at inception $75,000 paid at inception $5,000 paid at inception $185,000 paid at inception $166,500 paid at inception $150,000 paid at inception $135,000 paid at inception $115,000 paid at inception $1,177,500 paid at inception $487,500 paid at inception $240,000 paid at inception $240,000 paid at inception $822,000 paid at inception $698,700 paid at inception $589,050 paid at inception $540,000 paid at inception $1,275,000 paid at inception $375,000 paid at inception $31,734 paid at inception $91,845 paid at inception $2,750,701.66 paid at inception
