OTC Bulletin Board

S & P Company Insight for WHITEHALL JEWELERS

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.
  125 S Wacker Dr Ste 2600
  Chicago , IL 60606-4475
  Phone: 312-782-6800
  Website: http://www.whitehalljewelers.com
  S.W. Hatfield
Transfer Agent
  Securities Transfer Corp.
Employees:  2,575
ShareHolders:  484
Founded:  1895
Domicile:  Delaware

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.
Whitehall Jewelers, Inc.


 Edward  DayoobChairman & Chief Executive Officer
 Michael  DonPresident & Chief Operating Officer
 Peter  MichieluttiExec VP, Chief Financial Officer & Investor Relations Contact
 Mark  FunasakiExec VP & Chief Administrative Officer
 Robert  NachwalterSR VP & General Counsel
 Steve  SeplakSR VP

 Edward A. Dayoob
 Jonathan  Duskin
 Efrem  Gerszberg
 William R. Lazor
 Charles G. Phillips
 Annual Report

Annual Report
Income Statement
Net sales$242,913$181,142$85,095
Cost of sales (including
buying and occupancy
Gross profit68,10256,39526,731
Selling, general and
administrative expenses100,73866,78735,928
Professional fees and other
operating charges4,4095,6422,489
Loss on disposal of property
and equipment4841,650--
Impairment of goodwill9,215----
Impairment of long-lived
Loss from operations(60,565)(17,684)(11,686)
Interest expense13,46410,9575,183
Loss from continuing
operations before income
Income tax expense88168--
Net loss from continuing
Income (loss) from
discontinued operations, net
of income taxes (benefit) of
$0, $0, $0, and $(1,177)--134648
Net loss $(74,117)$(28,675)$(16,221)
Net loss per share, basic and
Continuing operations $(2.25)$(1.14)$(0.67)
Discontinued operations--0.010.03
Net loss per share, basic and
diluted: $(2.25)$(1.13)$(0.64)
Weighted average common
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
Current assets:
Cash and cash equivalents$1,211$1,311
Accounts receivable, net2,0341,495
Merchandise inventories, net150,435174,090
Other current assets4,2351,263
Total current assets157,915178,159
Property and equipment, net13,55230,687
Intangible assets, net11,34412,834
Deferred financing costs, net2,0183,745
Total assets$184,829$234,640
Current liabilities:
Revolver loan$58,391$83,860
Customer deposits1,0761,959
Accounts payable30,78050,913
Trade notes payable, current portion4,69122,366
Accrued payroll4,7266,617
Other accrued expenses9,30012,322
Other tax liabilities609431
Total current liabilities109,573178,468
Trade notes payable, less current portion15,603--
Term loan--related party25,00056,080
Other long-term liabilities7,1994,460
Total liabilities157,375239,008
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)4025
Additional paid-in capital122,78424,282
Stock warrants7,422--
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$
  2007   160,650,000
  2006   Full Year 266,240,000
Quarterly Net Income, US$
  2007   1(12,910,000)
Quarterly EPS, US$
  2008   1(.32)
  2006   Full Year (.97)
 Stock Data

Capitalization as of 08/04/2007:
 Authorized SharesOutstanding Shares
Common $0.001 par100,000,00039,583,121
Preferred $0.001 par10,000,000None
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
OTC Bulletin Board20070.00000.0000
DIVIDENDS: Common $0.001 par: None to public; 2007, None.