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| | Business Summary: As of July 27, 2007, BTHC VII, Inc. was acquired by Whitehall Jewellers, Inc. BTHC VII, Inc. is a cash shell company. It was founded in 1999 as BTHC VII, LLC and changed its name in June 2005. BTHC VII, Inc. is based in Argyle, Texas. | | | Address
125 S Wacker Dr Ste 2600
Chicago
, IL 60606-4475
Phone: 312-782-6800
Website: http://www.whitehalljewelers.com
| | Auditor |
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S.W. Hatfield
Dallas | | Transfer Agent |
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Securities Transfer Corp.
| Employees: 2,575
ShareHolders: 484 | Founded: 1895
Domicile: Delaware | | | |
| | As of July 27, 2007, BTHC VII, Inc. was acquired by Whitehall Jewellers, Inc. BTHC VII, Inc. is a cash shell company. It was founded in 1999 as BTHC VII, LLC and changed its name in June 2005. BTHC VII, Inc. is based in Argyle, Texas. | | History: INCORPORATED in Delaware June 7, 2005 as BTHC VII, Inc., and on Apr. 11, 2006, merged BTHC VII, LLC, a Texas limited liability company. Name changed to Whitehall Jewelers Holdings, Inc. Sept. 6, 2007.
Prior to 2005, BTHC VII, LLC was affiliated with Ballantrae Healthcare LLC, an operator of nursing homes in the United States. On Mar. 28, 2003, Ballantrae Healthcare LLC and 30 of its affiliates, including BTHC VII, LLC (collectively, the Debtors), entered into Bankruptcy Proceedings under Chapter 11 of the U.S. Bankruptcy Code. On Nov. 29, 2004, the Bankruptcy Court confirmed the Debtors' joint plan of reorganization, and on Apr. 11, 2006, pursuant to the plan of reorganization, BTHC VII, LLC was merged into the company. The reorganization Plan provided that BTHC VII, LLC would be required to complete a reverse merger or acquisition by Oct. 20, 2008.
July 27, 2007, pursuant to an agreement and plan of reorganization, the company merged its wholly owned subsidiary WBT Acquisition Corp. (incorporated in Delaware July 13, 2007) into Whitehall Jewelers, Inc. (Whitehall), with Whitehall, as the surviving entity, continuing as the wholly owned operating subsidiary of the company. Under the merger agreement, the company issued an aggregate of 24,853,800 shares of its Common stock to the former Whitehall shareholders. In addition, PWJ Funding, LLC and PWJ Lending LLC (collectively, the PWJ Entities), the former majority shareholders of Whitehall, subscribed for an additional 7,134,941 shares of the company's Common stock. Concurrent with the close of the merger, BTHC VII issued 14,619,883 shares of its Common stock at $3.42 per share and warrants to purchase up to 7,309,939 shares of its Common stock at $4.10 per share in a $50 million private placement transaction.
Whitehall Jewelers, Inc. was incorporated in Delaware Nov. 20, 1947 as Marks Bros. Jewelers, Inc. (founded in 1895), and on Jan. 20, 1999, merged its Whitehall Jewellers Merging Corp. subsidiary and changed its name to Whitehall Jewellers, Inc. On June 8, 2006, Whitehall Jewellers, Inc. merged with WJ Acquisition Corp., a wholly owned subsidiary of WJ Holding Corp., an affiliate of Prentice Capital Management, LP and Holtzman Opportunity Fund, L.P., following a tender offer by WJ Acquisition for all of the outstanding common shares of Whitehall Jewellers, Inc. Whitehall Jewellers, Inc., as the surviving company, became a wholly owned subsidiary of WJ Holding Corp. On June 25, 2007, Whitehall Jewellers, Inc. changed its name to Whitehall Jewelers, Inc. | | | | Subsidiaries: |
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Whitehall Jewelers, Inc.
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Management
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| Officers | Position |
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| Edward Dayoob | Chairman & Chief Executive Officer | | Michael Don | President & Chief Operating Officer | | Peter Michielutti | Exec VP, Chief Financial Officer & Investor Relations Contact | | Mark Funasaki | Exec VP & Chief Administrative Officer | | Robert Nachwalter | SR VP & General Counsel | | Steve Seplak | SR VP |
| | Directors |
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| Edward A. Dayoob | | Jonathan Duskin | | Efrem Gerszberg | | William R. Lazor | | Charles G. Phillips | | | |
| | | | Capitalization as of 08/04/2007: | | | | | Authorized Shares | Outstanding Shares |
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| Common $0.001 par | 100,000,000 | 39,583,121 | | Preferred $0.001 par | 10,000,000 | None |
| | | | LONG TERM DEBT: None. | | | | Common $0.001 par | | | |
Stockholders:
07/30/2007,
484.
| | PRINCIPAL STOCKHOLDERS: August 31, 2007, Prentice Capital Management, LP owned or controlled 73.9% of the Common, Holtzman Opportunity Fund, L.P. 15.1% and Millennium Partners, L.P. 11.0%. | | | |
Transfer Agent: Securities Transfer Corp.
Frisco
, TX | | | | OTC Bulletin Board( Primary): WHJHQ | | | | Exchange | Year | High | Low |
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| OTC Bulletin Board | 2007 | 0.0000 | 0.0000 |
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| | | | DIVIDENDS: Common $0.001 par: None to public; 2007, None. | | | | | |
| | Annual Report |
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| | | Income Statement | |
| 2008 | 2007 | 2006 | 2006 |
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| Net sales | $242,913 | $181,142 | $85,095 | | Cost of sales (including |
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| | buying and occupancy |
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| | expenses) | 174,811 | 124,747 | 58,364 | | Gross profit | 68,102 | 56,395 | 26,731 | | Selling, general and |
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| | administrative expenses | 100,738 | 66,787 | 35,928 | | Professional fees and other |
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| | operating charges | 4,409 | 5,642 | 2,489 | | Loss on disposal of property |
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| | and equipment | 484 | 1,650 | -- | | Impairment of goodwill | 9,215 | -- | -- | | Impairment of long-lived |
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| | assets | 13,821 | -- | -- | | Loss from operations | (60,565) | (17,684) | (11,686) | | Interest expense | 13,464 | 10,957 | 5,183 | | Loss from continuing |
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| | operations before income |
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| | taxes | (74,029) | (28,641) | (16,869) | | Income tax expense | 88 | 168 | -- | | Net loss from continuing |
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| | operations | (74,117) | (28,809) | (16,869) | | Income (loss) from |
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| | discontinued operations, net |
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| | of income taxes (benefit) of |
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| | $0, $0, $0, and $(1,177) | -- | 134 | 648 | | Net loss | $(74,117) | $(28,675) | $(16,221) | | Net loss per share, basic and |
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| | diluted: |
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| | Continuing operations | $(2.25) | $(1.14) | $(0.67) | | Discontinued operations | -- | 0.01 | 0.03 | | Net loss per share, basic and |
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| | diluted: | $(2.25) | $(1.13) | $(0.64) | | Weighted average common |
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| | shares | 32,902 | 25,333 | 25,333 | | Operating Income As Calculated |
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| | Depr. and Amort. |
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| | Fixed Charges Coverage: |
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| | Available for Fixed Charges |
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| | Gross Fixed Charges |
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| | Fixed Charges Times Earnings |
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| | Fixed Charges Coverages and Preferred Dividends Times Earnings |
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| | Capital Expenditures |
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| | Research & Development Expenditures |
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| | | | Balance Sheet | |
| 2008 | 2007 |
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| ASSETS |
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| | Current assets: |
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| | Cash and cash equivalents | $1,211 | $1,311 | | Accounts receivable, net | 2,034 | 1,495 | | Merchandise inventories, net | 150,435 | 174,090 | | Other current assets | 4,235 | 1,263 | | Total current assets | 157,915 | 178,159 | | Property and equipment, net | 13,552 | 30,687 | | Intangible assets, net | 11,344 | 12,834 | | Goodwill | -- | 9,215 | | Deferred financing costs, net | 2,018 | 3,745 | | Total assets | $184,829 | $234,640 | | LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |
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| | Current liabilities: |
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| | Revolver loan | $58,391 | $83,860 | | Customer deposits | 1,076 | 1,959 | | Accounts payable | 30,780 | 50,913 | | Trade notes payable, current portion | 4,691 | 22,366 | | Accrued payroll | 4,726 | 6,617 | | Other accrued expenses | 9,300 | 12,322 | | Other tax liabilities | 609 | 431 | | Total current liabilities | 109,573 | 178,468 | | Trade notes payable, less current portion | 15,603 | -- | | Term loan--related party | 25,000 | 56,080 | | Other long-term liabilities | 7,199 | 4,460 | | Total liabilities | 157,375 | 239,008 | | Stockholders equity (deficit): |
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| | Common Stock ($0.001 par value; 100,000,000 shares authorized; 39,953,121 shares issued |
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| | and outstanding at February 2, 2008 and 25,333,238 shares issued and outstanding at |
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| | January 31, 2007) | 40 | 25 | | Additional paid-in capital | 122,784 | 24,282 | | Stock warrants | 7,422 | -- | | Accumulated deficit | (102,792) | (28,675) | | Total stockholders equity (deficit) | 27,454 | (4,368) | | Total liabilities and stockholders equity (deficit) | $184,829 | $234,640 | | Net Working Capital |
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| | Equity per Share |
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| | Depr. and Amort. Reserve |
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| | Preferred Shares Issued |
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| | Common Shares Issued |
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| | Treasury Shares - Preferred |
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| | Treasury Shares - Common |
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| | Interim Report
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| | | Data Not Available | | | | | | | | | |
| | Pro Forma Report
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| | | Data Not Available | | | | | | | | | |
| | Quarterly Report Information
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| | | Quarterly Revenue, US$ |
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| Year | Quarter | Revenue | | 2007 |
1 | 60,650,000 | | 2006 |
Full Year
| 266,240,000 |
| | | | | | Quarterly Net Income, US$ |
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| Year | Quarter | Revenue | | 2007 |
1 | (12,910,000) |
| | | | | | Quarterly EPS, US$ |
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| Year | Quarter | Revenue | | 2008 |
1 | (.32) | | 2006 |
Full Year
| (.97) |
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