OTC Bulletin Board S & P Company Insight for WHITEHALL JEWELERS
Profile
	Business Summary: Operates as a specialty retailer of fine jewelry in the U.S. through 314 jewelry stores in 37 states (as of Sept. 1, 2007) under the Whitehall and Lundstrom names. Acquired Whitehall Jewelers, Inc. in July 2007, and on Sept. 6, 2007, changed its name to Whitehall Jewelers Holdings, Inc.   Address   125 S Wacker Dr Ste 2600   Chicago , IL 60606-4475   Phone: 312-782-6800   Website: http://www.whitehalljewelers.com Auditor   S.W. Hatfield   Dallas Transfer Agent   Securities Transfer Corp. Employees:  2,575 ShareHolders:  484 Founded:  1895 Domicile:  Delaware
Background
	Whitehall Jewelers Holdings, Inc., through its Whitehall Jewelers, Inc. subsidiary, is a specialty retailer of fine jewelry in the United States. On July 27, 2007, the company, formerly known as BTHC VII, Inc., acquired Whitehall Jewelers, Inc. (Whitehall Jewelers), a privately held Delaware corporation, pursuant to a merger and plan of reorganization. In connection with the merger, the company issued 24,853,801 million shares of its common stock to Whitehall Jewelers shareholders. 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 to Whitehall Jewelers in a $50 million private placement transaction. Following the merger transaction, on Sept. 6, 2007, the company changed its name to Whitehall Jewelers Holdings, Inc. and increased its authorized shares to 110,000,000, consisting of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, both with a par value of $0.001 per share. Whitehall Jewelers offers a selection of diamonds, gold, precious and semi-precious jewelry and watches, with an emphasis on higher price point merchandise. As of Sept. 1, 2007, the company operated 314 jewelry stores in shopping malls in 37 states under the Whitehall and Lundstrom names. On average, each of the company's stores offers approximately 2,850 individual items, including some 2,000 core assortment items. Diamond merchandise accounted for the largest percentage of merchandise sales (approximately 72%) in FY 07 (Jan.). Along with its assorted merchandise, Whitehall Jewelers provides jewelry repair services to its customers through independent contract jewelers, and offers jewelry service plans through a third party provider. The company also has a trade-in policy for certain merchandise. The company planned to open ten new stores in 2007. 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: Whitehall Jewelers, Inc.
Management
	Management Officers Position  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  Edward A. Dayoob  Jonathan  Duskin  Efrem  Gerszberg  William R. Lazor  Charles G. Phillips
Annual Report
	Annual Report   Income Statement   2008 2007 2006 2006 Net sales $242,913 $181,142 $85,095 Cost of sales (including buying and occupancy expenses) 174,811 124,747 58,364 Gross profit 68,102 56,395 26,731 Selling, general and administrative expenses 100,738 66,787 35,928 Professional fees and other operating charges 4,409 5,642 2,489 Loss on disposal of property and equipment 484 1,650 -- Impairment of goodwill 9,215 -- -- Impairment of long-lived assets 13,821 -- -- Loss from operations (60,565) (17,684) (11,686) Interest expense 13,464 10,957 5,183 Loss from continuing operations before income taxes (74,029) (28,641) (16,869) Income tax expense 88 168 -- Net loss from continuing operations (74,117) (28,809) (16,869) Income (loss) from discontinued operations, net of income taxes (benefit) of $0, $0, $0, and $(1,177) -- 134 648 Net loss $(74,117) $(28,675) $(16,221) Net loss per share, basic and diluted: Continuing operations $(2.25) $(1.14) $(0.67) Discontinued operations -- 0.01 0.03 Net loss per share, basic and diluted: $(2.25) $(1.13) $(0.64) Weighted average common shares 32,902 25,333 25,333 Operating Income As Calculated Depr. and Amort. Fixed Charges Coverage: Available for Fixed Charges Gross Fixed Charges Fixed Charges Times Earnings Fixed Charges Coverages and Preferred Dividends Times Earnings Capital Expenditures Research & Development Expenditures   Balance Sheet   2008 2007 ASSETS Current assets: 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) Current liabilities: 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): Common Stock ($0.001 par value; 100,000,000 shares authorized; 39,953,121 shares issued and outstanding at February 2, 2008 and 25,333,238 shares issued and outstanding at 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 $234,640 Net Working Capital Equity per Share Depr. and Amort. Reserve Preferred Shares Issued Common Shares Issued Treasury Shares - Preferred Treasury Shares - Common
Interim Report
	Interim Report      Data Not Available
Pro Forma Report
	Pro Forma Report      Data Not Available
Quarterly Report
	Quarterly Report Information      Quarterly Revenue, US$ Year Quarter Revenue   2007   1 60,650,000   2006   Full Year 266,240,000     Quarterly Net Income, US$ Year Quarter Revenue   2007   1 (12,910,000)     Quarterly EPS, US$ Year Quarter Revenue   2008   1 (.32)   2006   Full Year (.97)
Stock Data
	Capitalization as of 08/04/2007:     Authorized Shares Outstanding Shares 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): WHJH   Exchange Year High Low OTC Bulletin Board 2007 0.0000 0.0000   DIVIDENDS: Common $0.001 par: None to public; 2007, None.