M A O BDO USA, LLP, F A O C U C I S R E P S 1, 2016 T S 30, 2016omnimgt.com/cmsvol2/pub_47117/595167_878-5.pdf · 2016-10-21 · 4818-6329-9643, v. 1 CODE PROJECT CATEGORY Hours Amount

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: DRAW ANOTHER CIRCLE, LLC, et al.,1 Debtors.

Chapter 11 Case No: 16-11452 (KJC) (Jointly Administered)

Obj. Deadline: November 14, 2016 at 4:00 p.m. Hearing Date: Only if an objection is filed

FOURTH MONTHLY APPLICATION OF BDO USA, LLP, AS FINANCIAL ADVISORS

FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR INTERIM

COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD SEPTEMBER 1, 2016 THROUGH SEPTEMBER 30, 2016

Name of Applicant: BDO USA, LLP Authorized To Provide Professional Services to:

Official Committee of Unsecured Creditors

Date of Retention: Order Entered August 02, 2016, Effective as of June 24, 2016

Period for which Compensation and Reimbursement is Sought:

September 1, 2016 – September 30, 2016

Amount of Compensation Sought as actual, reasonable and necessary: $45,000.002 Amount of Expense Reimbursement sought as actual, reasonable and necessary: $ 0.00 This is a: X monthly interim final application

1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP images, Inc.) 7773); and Hastings Internet, Inc. (0809). The Debtors’ executive headquarters are located at 3601 plans Boulevard, Amarillo, TX 79102. 2 BDO’s fees are capped at $145,000 from retention date through August 31, 2016. BDO’s monthly fees thereafter will be capped at $45,000. In order to remain within the $45,000 monthly fee cap, BDO’s September fees reflect a reduction in fees of $29,603.50.

Case 16-11452-KJC Doc 878 Filed 10/21/16 Page 1 of 13

4818-6329-9643, v. 1

If this is not the first application filed, disclose the following for each prior application:

Requested Paid # Date Filed Period Covered Fees Expenses Fees Expense 1 08/23/16 06/24/16 – 06/30/16 $41,863.00 $0.00 $33,490.40 $0.002 09/23/16 07/01/16 – 07/31/16 87,020.403 690.14 69,616.32 690.143 10/13/16 08/01/16 – 08/31/16 16,116.603 0.00 0.00 0.00 TOTAL $145,000.00 $690.14 $103,106.72 $690.14

COMPENSATION BY PROFESSIONAL WITH BLENDED RATE

Professional Position Hours

Hourly billing rate (average)4 Amount

D.B. DAVID BERLINER PARTNER 34.9 715.00 24,953.50 M.M. MICHELE MICHAELIS MANAGING

DIRECTOR 24.8 595.00 14,756.00

J.R. JOE RICHMAN SENIOR 118.4 275.00 32,560.00 N.W. NICK WEBER STAFF 8.8 180.00 1,584.00 L.C. LUKE CASTELLANO STAFF 7.5 100.00 750.00

SUBTOTAL: 194.4 $74,603.50 LESS VOLUNTARY DISCOUNT: (29,603.50) TOTAL: 194.4 $45,000.00

Blended Rate: $231.48

COMPENSATION BY PROJECT CATEGORY

CODE PROJECT CATEGORY Hours Amount

1 General (Case Administration); include non-specific internal meetings

- -

2 Communications with Creditors Committee or Individual creditors

6.5 3,363.50

3 Communications with Creditors Committee Counsel 16.4 10,034.00 4 Retention / Fee Applications - - 5 Executory Contracts/Leases - -

3 BDO agreed that from the date of its retention to August 31, 2016 its total fees would be capped at $145,000 plus expenses. In order to stay within this fee cap, BDO reduced its July fees of by $21,755.10 (from $108,775.50 to $87,020.40) and reduced its August fees by $52,788.40 (from $68,905.00 to $16,116.60). 4 These rates are BDO’s standard hourly rates for accounting and consulting services. All hourly rates are adjusted by BDO on a periodic basis. Non-working travel time is billed at ½ of the standard hourly billing rate and is reflected in the total fees billed.


4818-6329-9643, v. 1

CODE PROJECT CATEGORY Hours Amount 6 Financings and Cash Collateral 27.6 9,546.00 7 Communication with Debtors or Debtors Professionals 8.3 4,946.50 8 Store Closing / GOB Sales 14.5 4,535.50 9 Asset Sale and Related 15.9 5,776.50 10 Business Analysis: Historic and Current 1.6 888.00 11 Motions and Objections 1.3 729.50 12 Avoidance Actions Analysis 8.6 5,993.00 13 Litigation (Other) - - 14 Plan & Disclosure Statement 13.8 4,435.00 15 Employee Related Issues 3.3 1,243.50 16 Claims Administration and Objections 9.0 2,071.00 17 Investigation of Company (Asset Analysis and Recovery) 17.7 4,131.00 18 Tax Matters - - 19 Preparation of Reports to Creditors Committee 49.9 16,910.50 20 Non-Working Travel - -

SUBTOTAL: 194.4 $74,603.50

LESS VOLUNTARY DISCOUNT: (29,603.50)

TOTAL: 194.4 $45,000.00

EXPENSE SUMMARY

Expense Category Total Expenses Computer Assisted Legal Research Facsimile (with rates) Long Distance Telephone – Internet Connection In-House Reproduction Technology Services – Data Local Meals Local Travel Out-of-Town Travel Lodging Travel Meals Courier & Express Carriers Miscellaneous – Publications/Subscriptions TOTAL $0.00


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


Chapter 11 Case No: 16-11452 (KJC) (Jointly Administered)

Obj. Deadline: November 14, 2016 at 4:00 p.m. Hearing Date: Only if an objection is filed




TO THE HONORABLE KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE: BDO USA, LLP (together with its wholly owned subsidiaries, agents, independent

contractors and employees, “BDO”) hereby submits its Fourth Monthly Application for

Approval of Interim Compensation and Reimbursement of Expenses as Financial Advisors for

the Official Committee of Unsecured Creditors (the “Committee”) for the period September 1,

2016 through September 30, 2016 (the “Application”). BDO respectfully represents:

I. INTRODUCTORY STATEMENT

1. BDO’s Business Restructuring Services practice (“BRS”) is a national team of

responsive professionals, experienced in all aspects of loan workouts, restructuring and

bankruptcy. BRS has extensive experience representing trustees, debtors and virtually all classes

of creditors and equity holders in both out-of-court and in-court workouts and restructuring.

BRS has developed the methodologies, resources and expertise required for operational and

1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP images, Inc.)7773); and Hastings Internet, Inc. (0809). The Debtors’ executive headquarters are located at 3601 plans Boulevard, Amarillo, TX 79102.


4818-6329-9643, v. 1

financial restructuring, due diligence and financial analysis, pre-and post-bankruptcy planning

and case administration, settlement and portfolio valuations, and investigative accounting.

2. On June 13, 2016 (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) in the

United States Bankruptcy Court for the District of Delaware (the “Court”). The Chapter 11

Cases have been consolidated for procedural purposes only, and are jointly administered

pursuant to Bankruptcy Rule 1015(b).

3. On June 21, 2016 The Office of the United States Trustee for Region 3 appointed

the Committee pursuant to section 1102 of the Bankruptcy Code. The Committee is currently

comprised of the following members: (i) Universal Studios Home Entertainment, (ii) Warner

Home Video, (iii) Penguin Random House LLC, (iv) Funko LLC, (v) Hachette Book Group,

Inc., (vi) Ingram Entertainment, Inc., and (vii) Diamond comic Distributors, Inc. [D.I. 132].

4. On June 21, 2016, the Committee selected Lowenstein Sandler LLP to serve as its

lead counsel in these Chapter 11 Cases. On June 21, 2016 the Committee selected Goldstein &

McClintock LLLP to serve as its co-counsel. On June 24, 2016, the Committee selected BDO to

serve as its financial advisors in the Chapter 11 Cases.

5. On July 13, 2016, the Application of the Official Committee of Unsecured

Creditors for an Order Approving Retention of BDO USA, LLP as Financial Advisors effective

as of June 24, 2016 was filed (the “Retention Application”) [D.I. 355]. On August 2, 2016, an

order, effective as of June 24, 2016, was duly signed and subsequently entered by this Court

authorizing the retention of BDO (the “Retention Order”) [D.I. 501].

6. On August 5, 2016, The Court appointed a fee examiner in the Chapter 11 Cases

[D.I. 535].


4818-6329-9643, v. 1

7. This is BDO’s Fourth Monthly Application for compensation for professional

services rendered and for reimbursement of actual and necessary costs and expenses incurred on

behalf of the Committee. BDO makes this Application pursuant to sections 328(a), 330 and

1103(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”),

Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), and Rule 2014-1 of the Local Rules of the United States Bankruptcy Court for the

District of Delaware (the “Local Rules”) and the Order Establishing Procedures for Interim

Compensation and Reimbursement of Expenses of Professionals entered August 2, 2016 (the

“Interim Compensation Procedures”) [D.I. 502], and any additional orders entered by the Court.

8. Detailed statements itemizing the services rendered and expenses incurred by

BDO are annexed hereto as Exhibits “A” through “C” and incorporated herein by reference.

II. SUMMARY OF SERVICES RENDERED

9. By this Application, BDO seeks interim allowance for (a) compensation for

services rendered from September 1, 2016 through September 30, 2016 (the “Application

Period”) in the total amount of $45,000.00 ($74,603.50 less a discount of $29,603.50 to remain

within the agreed monthly fee cap of $45,000) and (b) reimbursement for certain expenses

incurred during the same period in the amount of $0.00, all as more fully set forth in the

Application. Pursuant to the Interim Compensation Procedures, if no objections are filed to this

Application within the period required, the Debtors are authorized to pay BDO 80% of requested

fees and 100% of requested expenses after a certificate of no objection is filed with the Court.

This Application complies with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules

and the Interim Compensation Procedures.


4818-6329-9643, v. 1

10. BDO customarily bills their professionals at standard hourly rates commensurate

with the experience of the person performing such services.

11. During the Application Period from September 1, 2016 through September 30,

2016, BDO provided services of a general nature to the Committee, as set forth below:

CODE PROJECT CATEGORY Hours Amount 2 COMMUNICATIONS WITH CREDITORS

COMMITTEE OR INDIVIDUAL CREDITORS 6.5 3,363.50

Telephone calls and emails with the creditor committee or individual members of the committee on case related issues.

3 COMMUNICATIONS WITH CREDITORS

COMMITTEE COUNSEL 16.4 10,034.00

Communications with Creditors Committee Counsel regarding case issues and strategy.

6 FINANCINGS AND CASH COLLATERAL 27.6 9,546.00

Reviewed revised cash flow forecast dated 8/31/16, updated wind-down budgets and supporting schedules. Review actual versus budgeted results and analyzed cash burn.

7 COMMUNICATION WITH DEBTORS OR DEBTORS PROFESSIONALS

8.3 4,946.50

Telephone calls and emails with Debtors or Debtors professionals regarding ongoing requests for information.

8 STORE CLOSING / GOB SALES 14.5 4,535.50

Analyzed results of GOB store sales and gross margins, analyzed inventory remaining at GOB stores and draft inventory reconciliation with liquidator. Reviewed store vacate notices.

9 ASSET SALE AND RELATED 15.9 5,776.50

Reviewed draft SPI asset purchase agreement and supporting schedules, bids received and designation rights offers for store leases, bids received for intellectual property, updates on status of sales process, and attended Hastings IP auction (by phone).


4818-6329-9643, v. 1

CODE PROJECT CATEGORY Hours Amount 10 BUSINESS ANALYSIS: HISTORIC AND CURRENT 1.6 888.00

Review information on the Debtors business operations provided by FTI or posted to the data room, reviewed July Monthly Operating Reports, store level bonus program, and various other miscellaneous items.

11 MOTIONS AND OBJECTIONS 1.3 729.50

Reviewed motions and other relevant case filings.

12 AVOIDANCE ACTIONS ANALYSIS 8.6 5,993.00

Reviewed initial and revised drafts of preference analysis prepared by ASK. Prepared report for counsel based on initial BDO review of ASK preference analyses and discussed issues with counsel.

14 PLAN & DISCLOSURE STATEMENT 13.8 4,435.00

Reviewed drafts of plan outline and provided comments to counsel. Prepared high-level analysis of substantive consolidation issues. Reviewed drafts of Liquidating Trust Agreement and provided comments to counsel.

15 EMPLOYEE RELATED ISSUES 3.3 1,243.50

Reviewed analysis of proposed changes to KERP and supporting information.

16 CLAIMS ADMINISTRATION AND OBJECTIONS 9.0 2,071.00

Reviewed and analyzed estimated Section 5039(b)(9) claims, potential lease rejection claims and initial claims register.

17 INVESTIGATION OF COMPANY (ASET ANALYSIS AND RECOVERY)

17.7 4,131.00

Reviewed documents provided by counsel for Committee investigation of potential causes of action, and correspondence from counsel regarding discovery issues and documents received.


4818-6329-9643, v. 1

CODE PROJECT CATEGORY Hours Amount

19 PREPARATION OF REPORTS TO CREDITORS COMMITTEE

49.9 16,910.50

Preparation of reports to the Creditors Committee on BDO analysis of GOB results, inventory, 503(b)(9), actual versus budgeted cash flow results, status of investigation of potential causes of action and various other financial information and financial results.

Subtotal 194.4 $74,603.50 Less Voluntary Discount (29,603.50)

TOTAL: 194.4 $45,000.00

III. COMPENSATION STANDARDS

12. Section 330(a)(3) of the Bankruptcy Code identifies factors that should be

considered when determining the amount of reasonable compensation. These factors are:

A. the time spent on such services; B. the rates charged for such services; C. whether the services were necessary to the administration of, or

beneficial at the time at which the service was rendered toward the completion of, a case under this title;

D. whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed;

E. with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and

F. whether the compensation is reasonable based on customary compensation charged by comparably skilled practitioner in cases other than cases under this title.

A. Time Spent

13. The size and complexity of the Debtors’ cases as well as the numerous and

complex issues required substantial broad-based accounting and financial advisory expertise to

resolve the issues. As a consequence, the demands of these cases have been such that BDO’s

highly skilled insolvency professionals have devoted substantial time and effort to perform

properly and expeditiously the required accounting and advisory work.


4818-6329-9643, v. 1

14. During Application Period, BDO professionals spent 194.4 hours performing

services for the Committee or for the benefit of the Debtors and their estates.

15. BDO’s time records are recorded contemporaneously with the rendition of

professional services. Exhibit “B” attached hereto contains a full and complete description of the

services rendered by each partner, managing director, director, senior manager, manager, senior,

and staff member on a daily basis for the Application Period. BDO’s time records are

maintained in one-tenth of an hour (0.10) increments.

B. Rates Charged

16. BDO customarily bills their professionals at rates commensurate with the

experience of the person performing such services. The billing rates are the same for bankruptcy

engagements as well as all other accounting and advisory work performed by BDO. A detail of

rates by professional with title is included in Exhibit “A” attached hereto and incorporated herein

by reference. The normal hourly rates2 as of the date of the BDO’s Retention Application are as

follows, but subject to change in the ordinary course of BDO’s business3:

Partners/Managing Directors $475-$795 per hour

Directors/Sr. Managers $375-$550 per hour

Managers/Vice Presidents $325-$460 per hour

Paraprofessionals $200-$350 per hour

Staff4 $150-$225 per hour

2 In the ordinary course of business BDO revises its standard hourly rates to reflect changes in responsibilities, increased experience, and increased costs of doing business. BDO will advise the Debtors and the United States Trustee of any increases in its hourly rates over and above the rates disclosed herein. 3 BDO has agreed with the Creditors Committee that BDO’s fees from its retention date through August 31, 2016 will be capped at $145,000 plus expenses and the monthly fee thereafter will be capped at $45,000 per month plus expenses. 4 BDO represents that this category does not include secretarial time or secretarial overtime and BDO will not include in its applications for allowance of fees associated with these categories.


4818-6329-9643, v. 1

17. Each duty and task performed by BDO has been performed by the professional

most qualified to render such services at his or her ordinary hourly charges.

18. BDO’s professionals have delegated authority where appropriate to prevent

duplication of effort, to ensure that associates were used whenever possible and to utilize the

services of professionals who bill at lower hourly rates as much as possible.

19. Where more than one person attended a meeting, such attendance was not a

duplication of effort, but was necessary to adequately represent the interests of the Committee,

and to have the appropriate expertise available.

C. Beneficial at the Time at Which the Service was Rendered

20. The services BDO performed were the actual and necessary cost of the

administration of the Debtors’ estates and have enabled the cases to proceed.

D. Performed in a Reasonable Amount of Time and at Reasonable Cost

21. BDO is a nationally recognized consulting and financial advisory firm and was

selected by the Committee for its ability to provide the required services in a timely fashion and

at a reasonable cost. In these cases, the time frames were often short and required substantial

effort by BDO professionals to resolve complex issues in a timely manner. For this Application

Period, BDO has applied a voluntary discount of $29,603.50.

22. The services in these cases were performed in a reasonable amount of time given

the complex nature of the issues.

E. BDO’s Professionals

23. BDO’s professionals have a variety of certifications and have demonstrated

outstanding abilities in the restructuring advisory fields.


4818-6329-9643, v. 1

F. Fees Outside of Bankruptcy

24. BDO charges the same rates both within and outside of the bankruptcy context.

BDO’s rates are commensurate with other firms of comparable skill.

G. Other Compensation Issues

25. Further, section 330(a)(6) provides “Any compensation awarded for the

preparation of a fee application shall be based on the level and skill reasonably required to

prepare the application.”

26. During the period covered by this Application, BDO incurred 0.00 hours and

$0.00 in fees in the preparation of this Application and related data.

27. There is no agreement or understanding between BDO and any other person,

other than the members, associates and employees of BDO, for the sharing of compensation

received for services rendered in connection with these cases.

IV. CONCLUSION

28. For all of the reasons set forth in this application, BDO respectfully submits that

the services it has rendered and the disbursements it has incurred on behalf of the Committee

during these cases have been reasonably expended in order to adequately represent and protect

the interests of the Committee in these cases. BDO submits further that it has provided such

services in an economical and efficient manner. Accordingly, BDO requests that the relief

requested in this Application be granted in all respects.


4818-6329-9643, v. 1

WHEREFORE, BDO RESPECTFULLY REQUESTS that this Court enter its order

allowing BDO fees and expenses in the total amount of $45,000.00 (representing $45,000.00

($74,603.50 less voluntary discount of $29,603.50 in fees and $0.00 in expenses).

DATED this 21st Day of October 2016

BDO USA, LLP By: David E. Berliner DAVID E. BERLINER 100 Park Avenue New York, NY 10017 Tel: (212) 885-8000 Fax: (212) 697-1299 Financial Advisors for the Committee


Exhibit “A”

4818-6329-9643, v. 1

DRAW ANOTHER CIRCLE, LLC, et al. SUMMARY BY PROFESSIONAL

September 1, 2016 through September 30, 2016

Professional Position Hours Rate Amount D.B. DAVID BERLINER PARTNER 34.9 715.00 24,953.50 M.M. MICHELE MICHAELIS MANAGING

DIRECTOR 24.8 595.00 14,756.00

J.R. JOE RICHMAN SENIOR 118.4 275.00 32,560.00 N.W. NICK WEBER STAFF 8.8 180.00 1,584.00 L.C. LUKE CASTELLANO STAFF 7.5 100.00 750.00

SUBTOTAL: 194.4 74,603.50 LESS VOLUNTARY DISCOUNT: (29,603.50) TOTAL 194.4 $45,000.00

Case 16-11452-KJC Doc 878-1 Filed 10/21/16 Page 1 of 1

Exhibit “B”

1

DRAW ANOTHER CIRCLE, LLC, et al. RECAP OF PROFESSIONAL SERVICES

September 1, 2016 through September 30, 2016 2 Communications with Creditors Committee or Individual creditors

Date Name Description Hours Rate Amount 09/02/16 M.M. Participated on call with Counsel (BB, BN, EC, DB, NW) re: current case

updates. 1.2 595 714.00

09/08/16 D.B. Participated on conference call with UCC and presented BDO report. 1.0 715 715.00 09/08/16 J.R. Attended call with D. Berliner, M. Michaelis and Counsel re: preparation

for Committee call. 0.6 275 165.00

09/08/16 J.R. Attended call with D. Berliner, M. Michaelis, Counsel, and Committee re: case updates.

1.0 275 275.00

09/08/16 M.M. Prepared for UCC weekly update call. 0.2 595 119.00 09/08/16 M.M. Participated on Weekly Update call with UCC. 1.1 595 654.50 09/29/16 D.B. Participated on conference call with UCC presented BDO report. 0.4 715 286.00 09/29/16 J.R. Attended call with D. Berliner, M. Michaelis, Counsel, and Committee re:

case updates. 0.5 275 137.50

09/29/16 M.M. Participated on call with UCC. 0.5 595 297.50 TOTAL: 6.5 3,363.50

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 1.4 715 1,001.00 M.M. MICHELE MICHAELIS 3.0 595 1,785.00 J.R. JOE RICHMAN 2.1 275 577.50 TOTAL: 6.5 3,363.50


Exhibit “B”

2


September 1, 2016 through September 30, 2016 3 Communications with Creditors Committee Counsel

Date Name Description Hours Rate Amount 09/01/16 D.B. Received call from B. Nathan regarding revised cash flow forecast. 0.1 715 71.50 09/01/16 D.B. Reviewed e-mail from E. Chafetz regarding initial comments and

questions on BDO report drafts. 0.2 715 143.00

09/02/16 D.B. Reviewed e-mail from E. Chafetz regarding agenda for professional call. 0.1 715 71.50 09/02/16 D.B. Participated on conference call with Lowenstein (B. Buechler, B. Nathan

and E. Chafetz) to discuss case status and issues. 1.1 715 786.50

09/02/16 J.R. Attended call with D. Berliner, M. Michaelis and Counsel re: case updates.

1.2 275 330.00

09/06/16 D.B. Exchanged e-mails with Lowenstein regarding SPI APA, KERP, store level Bonus Program and other case issues.

0.2 715 143.00

09/06/16 D.B. Reviewed Lowenstein comments and questions on blackline SPI APA. 0.3 715 214.50 09/07/16 D.B. Participated on conference call with Lowenstein (B. Buechler, B. Nathan

and E. Chafetz) regarding question from UCC in 503(b)(9) process for reconciliation claims and other case issues.

0.3 715 214.50

09/07/16 D.B. Reviewed e-mail from counsel regarding agreements with consignment vendors and open issues with vendor, All Media Supply.

0.2 715 143.00

09/07/16 M.M. Participated on call with counsel regarding 503b9 claims, budget and UCC update call.

0.3 595 178.50

09/08/16 D.B. Reviewed e-mail from B. Buechler regarding C. Samis response to inquiry to professional fees.

0.1 715 71.50

09/08/16 D.B. Reviewed e-mail from N. Brown in response to B. Buechler e-mail on WTP fee application.

0.1 715 71.50

09/08/16 D.B. Reviewed e-mail from M. Michaelis to B. Buechler regarding proposed sale of real estate leases.

0.1 715 71.50

09/08/16 D.B. Participated on conference call with Lowenstein (B. Buechler, B. Nathan and E. Chafetz) to prepare for conference call with UCC.

0.5 715 357.50

09/08/16 J.R. Attended call with M. Michaelis and B. Nathan re: lease liabilities. 0.2 275 55.00 09/08/16 M.M. Participated on preparation call with counsel discussing insolvency

analysis summary to be prepared. 0.5 595 297.50

09/09/16 M.M. Responded to queries from counsel relative to current budgeted expenses in 9/1/16 updated Wind Down Budget.

0.2 595 119.00

09/12/16 D.B. Prepared comments for counsel based on e-mail of draft Liquidating Plan Term Sheet.

0.5 715 357.50

09/12/16 D.B. Participated on call with B. Buechler to discuss BDO comments to draft Liquidating Plan Term Sheet.

0.3 715 214.50

09/12/16 D.B. Reviewed e-mails from B. Buechler regarding issues with UCC members and new store closing announcement from Liquidators.

0.2 715 143.00

09/12/16 D.B. Exchanged e-mails with E. Chafetz regarding consignment agreement with Vendors, designation rights agreement with Vintage Stores and status of document reviewed for investigation.

0.3 715 214.50

09/13/16 D.B. Reviewed revised draft of Plan Term Sheet from counsel to reflect BDO comments.

0.2 715 143.00

09/13/16 D.B. Reviewed draft of order approving stipulation with Pathlight and proposed stipulation.

0.1 715 71.50


Exhibit “B”

3



Date Name Description Hours Rate Amount 09/13/16 D.B. Reviewed e-mails from B. Buechler to UCC regarding draft Plan Term

Sheet and responded to UCC comments on Cooley June/July Fee Applications.

0.1 715 71.50

09/14/16 D.B. Reviewed e-mail from B. Buechler regarding draft stipulation with Pathlight to extend UCC challenge period.

0.1 715 71.50

09/14/16 J.R. Attended call with B. Buechler re: edits to UCC report. 0.3 275 82.50 09/15/16 D.B. Exchanged e-mails with Lowenstein regarding bids revised for leases and

IP. 0.2 715 143.00

09/15/16 M.M. Discussion with BB re: IP bids, lease bids and preference analysis. 0.3 595 178.50 09/16/16 D.B. Reviewed e-mails from B. Buechler regarding additional bids submitted

for leases and IP. 0.1 715 71.50

09/19/16 D.B. Reviewed e-mails from B. Buechler regarding notice of adjourned auction and issues related to asset sales and GOB store leases.

0.2 715 143.00

09/20/16 D.B. Reviewed e-mails from B. Buechler regarding comments on draft notice of IP sale and proposed form of IP Bill of Sale.

0.1 715 71.50

09/20/16 D.B. Reviewed e-mail from B. Buechler regarding notice of auction of sale of SP Images.

0.1 715 71.50

09/21/16 D.B. Exchanged e-mails with E. Chafetz regarding status of documents received for UCC investigation and additional items needed.

0.2 715 143.00

09/22/16 D.B. Exchanged e-mails and call with B. Buechler regarding Debtor decision to delay payments of stub rent.

0.2 715 143.00

09/23/16 D.B. Reviewed e-mails from B. Buechler regarding results of auction. 0.1 715 71.50 09/23/16 D.B. Exchanged e-mails with M. Sawczuk regarding finalizing UCC fee

applications for July 2016. 0.1 715 71.50

09/23/16 J.R. Corresponded with M. Sawczuk re: July Fee App. 0.4 275 110.00 09/26/16 D.B. Reviewed e-mails from B. Buechler regarding lease termination and

suggested wording for Plan provisions. 0.2 715 143.00

09/26/16 D.B. Exchanged e-mails with M. Sawczuk regarding U.S. Trustee comments on BDO July 2016 monthly fee application.

0.1 715 71.50

09/27/16 D.B. Exchanged e-mails with Lowenstein regarding agenda for UCC call, status of SP Images auction and funds received from Hasting Agent.

0.2 715 143.00

09/28/16 D.B. Participated on conference call with Lowenstein regarding status of investigation and next steps.

0.7 715 500.50

09/28/16 J.R. Attended call with D. Berliner, M. Michaelis, and Counsel re: status of investigations.

0.7 275 192.50

09/29/16 D.B. Prepared comments for counsel based on revisions of draft Liquidating Trust Agreement.

1.5 715 1,072.50

09/29/16 D.B. Participated on conference call with Lowenstein regarding potential D&O claims and next steps.

0.5 715 357.50

09/29/16 D.B. Reviewed comments to Liquidating Trust Agreement draft from E. Chafetz.

0.3 715 214.50

09/29/16 J.R. Attended call with D. Berliner, M. Michaelis and Counsel re: preparation for UCC call.

0.5 275 137.50

09/29/16 M.M. Participated on call with Counsel in advance of committee call to discuss key agenda points.

0.7 595 416.50


Exhibit “B”

4



Date Name Description Hours Rate Amount 09/30/16 D.B. Provided comments on list of potential D&O issues to discuss with

counsel. 0.3 715 214.50

09/30/16 D.B. Participated on conference call with Lowenstein regarding potential D&O claims and next steps.

0.5 715 357.50

09/30/16 D.B. Reviewed e-mails from counsel regarding potential additional KERP payments.

0.1 715 71.50

09/30/16 D.B. Reviewed e-mail from D. Van Grouth regarding additional documents to review.

0.1 715 71.50

09/30/16 D.B. Exchanged e-mails with Lowenstein regarding professional fees vs. budget.

0.1 715 71.50

09/30/16 D.B. Reviewed e-mails from Lowenstein regarding draft wording of e-mail to Debtors regarding discovery related issues.

0.1 715 71.50

TOTAL: 16.4 10,034.00

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 11.1 715 7,936.50 M.M. MICHELE MICHAELIS 2.0 595 1,190.00 J.R. JOE RICHMAN 3.3 275 907.50 TOTAL: 16.4 10,034.00


Exhibit “B”

5

DRAW ANOTHER CIRCLE, LLC, et al.

RECAP OF PROFESSIONAL SERVICES September 1, 2016 through September 30, 2016

6 Financings and Cash Collateral

Date Name Description Hours Rate Amount 09/01/16 D.B. Made initial review of revised cash flow forecast dated 8/31/16. 0.3 715 214.50 09/01/16 J.R. Prepared updated wind-down budget summary. 1.4 275 385.00 09/01/16 J.R. Prepared variance budget rollforward. 0.8 275 220.00 09/01/16 M.M. Reviewed updated Winddown Budget. 0.6 595 357.00 09/02/16 D.B. Reviewed actual vs. budget results for week ended 8/26/16. 0.2 715 143.00 09/02/16 D.B. Reviewed proforma cash bridge to updated cash flow budget. 0.3 715 214.50 09/02/16 J.R. Attended call with M. Michaelis and C. Harvick re: updated budget. 0.7 275 192.50 09/02/16 J.R. Reviewed cash bridge from old to new budget. 0.6 275 165.00 09/02/16 J.R. Reviewed weekly variance analysis against new budget. 1.1 275 302.50 09/02/16 J.R. Reviewed cash rollforward and reconciled against weekly pro forma cash

balances. 1.3 275 357.50

09/02/16 M.M. Reviewed cash flow bridge for opening cash balance at 8/19 versus variance reports received.

0.3 595 178.50

09/05/16 J.R. Prepared budget to actual analysis for week ended 8/29. 1.1 275 302.50 09/05/16 J.R. Prepared analysis of new budget starting cash balance 0.8 275 220.00 09/05/16 J.R. Prepared analysis of new budget ending cash balance 0.7 275 192.50 09/06/16 M.M. Discussion with JR and BD relative to updated Winddown Budget and

variances relative to Actual results and go forward adjustments. 0.4 595 238.00

09/08/16 M.M. Revisited prior "new budget" provided through Post GOB period to analyze sensitivity relative to anticipated variances.

0.5 595 297.50

09/12/16 M.M. Reassessed prior budget based on designation rights agreement to determine likely comparative results.

0.4 595 238.00

09/13/16 D.B. Reviewed actual vs. budget results for week and 3 week period ending 9/2/16 and GOB sales reporting provided by Debtors.

0.3 715 214.50

09/13/16 J.R. Prepared analysis of budget to actual variance report. 2.8 275 770.00 09/13/16 M.M. Reviewed updated cash flow results for the prior week ended. 0.4 595 238.00 09/19/16 D.B. Reviewed actual vs. budget results and cumulative results for the period

ending 9/9. 0.3 715 214.50

09/19/16 J.R. Prepared analysis of variance report on a weekly and cumulative basis. 2.4 275 660.00 09/22/16 D.B. Prepared analysis of cash position with cash flows to evaluate Debtor

decision to delay payment of stub rent. 0.3 715 214.50

09/22/16 J.R. Prepared budget analysis based on stub rent payment delays. 2.4 275 660.00 09/22/16 J.R. Prepared revisions to budget cash burn analysis. 1.2 275 330.00 09/22/16 J.R. Analyzed budget for professional fees in the month of July 0.8 275 220.00 09/22/16 J.R. Prepared correspondence with D. Berliner re: Omni invoice and July

professional fees. 0.8 275 220.00

09/26/16 J.R. Reviewed weekly variance reporting data. 0.4 275 110.00 09/27/16 D.B. Reviewed actual vs. budget results for week ending 9/16/16. 0.2 715 143.00 09/27/16 J.R. Prepared budget variance analysis for inclusion in UCC report. 2.3 275 632.50 09/28/16 M.M. Reviewed updated cash flow results of ongoing balances to determine

current open administrative payments, solvency and potential distribution. 0.6 595 357.00

09/30/16 J.R. Reviewed budget for professional fee accruals. 0.6 275 165.00 09/30/16 M.M. Review of budget relative to FTI's fees in excess of budget. 0.3 595 178.50


Exhibit “B”

6


September 1, 2016 through September 30, 2016 6 Financings and Cash Collateral

Date Name Description Hours Rate Amount TOTAL: 27.6 9,546.00

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 1.9 715 1,358.50 M.M. MICHELE MICHAELIS 3.5 595 2,082.50 J.R. JOE RICHMAN 22.2 275 6,105.00 TOTAL: 27.6 9,546.00


Exhibit “B”

7



7 Communication with Debtors or Debtors Professionals

Date Name Description Hours Rate Amount 09/02/16 M.M. Prepared for and participated on call with FTI (CH and KH) and JR re:

updated Winddown Budget. 0.7 595 416.50

09/02/16 M.M. Correspondence with RCS re: designation rights and review of prior correspondence relative to same.

0.3 595 178.50

09/07/16 J.R. Attended call with M. Michaelis and C. Harvick re: case updates. 0.5 275 137.50 09/07/16 M.M. Correspondence with Debtor professionals re: asset sales (leases), current

operating update and claims. 0.2 595 119.00

09/07/16 M.M. Participated on call with CH (FTI) to discuss current 503b9 claim issues, budget updates and sale of asset status.

0.5 595 297.50

09/09/16 M.M. Corresponded with CH (FTI) re: revised budget. 0.1 595 59.50 09/12/16 D.B. Participated on call with Chas Harvick (FTI) regarding substantive

consolidation issues. 0.3 715 214.50

09/13/16 D.B. Reviewed e-mail from Sarah Carnes (Cooley) regarding Designation Rights Agreement and changes to pricing component in revised draft agreement.

0.2 715 143.00

09/13/16 D.B. Participated on conference call with Duane Housers and Chas Harvick regarding 503(b)(9) claims reconciliation process and substantive consolidation issues.

0.6 715 429.00

09/13/16 M.M. Call with RCS (LF) to discuss status of lease designations. 0.3 595 178.50 09/13/16 M.M. Call with DH and CH regarding 503b9 claim evaluation process and

current status. 0.8 595 476.00

09/16/16 D.B. Participated on conference call with Debtor's professionals and Lowenstein regarding sale update.

0.3 715 214.50

09/19/16 D.B. Reviewed e-mail from Cooley regarding rejection notice for 9/19 lease vacancies.

0.1 715 71.50

09/20/16 D.B. Participated on call with C. Harvick to discuss draft inventory reconciliation for GOB stores and timing to finalize process.

0.5 715 357.50

09/20/16 D.B. Reviewed follow-up e-mail from C. Harvick regarding detailed inventory rollback analysis.

0.3 715 214.50

09/21/16 D.B. Participated on conference call with Lowenstein (B. Buechler and B. Nathan) and Chris Samis regarding UCC term sheet for Plan.

0.6 715 429.00

09/22/16 D.B. Reviewed draft notice to delay payment of stub rent. 0.1 715 71.50 09/22/16 D.B. Participated on call with Chas Harvick to discuss delay in payment of stub

rent. 0.2 715 143.00

09/27/16 J.R. Prepared email to C. Harvick re: open issues for discussion. 0.4 275 110.00 09/28/16 D.B. Participated on call with C. Harvick (FTI) regarding case status update. 0.5 715 357.50 09/28/16 J.R. Attended call with D. Berliner, M. Michaelis, and C. Harvick re: case

updates. 0.5 275 137.50

09/30/16 D.B. Exchanged e-mails with Chas Harvick regarding potential additional KERP payments.

0.1 715 71.50

09/30/16 M.M. Corresponded with FTI relative to KERP payments requested to be made from discretionary fund.

0.2 595 119.00

TOTAL: 8.3 4,946.50


Exhibit “B”

8


September 1, 2016 through September 30, 2016 7 Communication with Debtors or Debtors Professionals

Date Name Description Hours Rate Amount SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 3.8 715 2,717.00 M.M. MICHELE MICHAELIS 3.1 595 1,844.50 J.R. JOE RICHMAN 1.4 275 385.00 TOTAL: 8.3 4,946.50


Exhibit “B”

9



8 Store Closing / GOB Sales

Date Name Description Hours Rate Amount 09/12/16 M.M. Reviewed stores to be closed listing provided. 0.2 595 119.00 09/13/16 J.R. Prepared analysis of GOB sale update data. 2.1 275 577.50 09/15/16 J.R. Reviewed MovieStop GOB sales summary. 0.8 275 220.00 09/19/16 D.B. Reviewed Hastings GOB sale and asset recoveries through 9/13/16. 0.2 715 143.00 09/19/16 J.R. Prepared analysis of Hastings GOB sales update. 1.9 275 522.50 09/19/16 J.R. Analyzed store vacate notices. 1.7 275 467.50 09/20/16 D.B. Reviewed e-mail from C. Harvick with draft reconciliation analysis for

inventory in GOB stores. 0.4 715 286.00

09/20/16 J.R. Reviewed FTI's draft reconciliation report. 0.7 275 192.50 09/20/16 J.R. Attended call with C. Harvick and D. Berliner re: inventory reconciliation. 0.6 275 165.00 09/26/16 J.R. Reviewed Gordon Brothers list of vacated stores against lease rejection

analysis. 0.9 275 247.50

09/27/16 J.R. Prepared GOB sale analysis for inclusion in UCC report. 2.1 275 577.50 09/27/16 J.R. Prepared store closing rejection analysis exhibit for inclusion in UCC

report. 1.5 275 412.50

09/28/16 D.B. Reviewed inventory reconciliation analysis provided by FTI to support payment from Liquidator.

0.5 715 357.50

09/28/16 J.R. Reviewed draft final inventory reconciliation report. 0.9 275 247.50 TOTAL: 14.5 4,535.50

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 1.1 715 786.50 M.M. MICHELE MICHAELIS 0.2 595 119.00 J.R. JOE RICHMAN 13.2 275 3,630.00 TOTAL: 14.5 4,535.50


Exhibit “B”

10



9 Asset Sale and Related

Date Name Description Hours Rate Amount 09/03/16 J.R. Reviewed updated SPI APA and prepared notes. 1.1 275 302.50 09/03/16 M.M. Analyzed current SPI Asset Purchase Agreement. 0.5 595 297.50 09/06/16 D.B. Reviewed draft SPI APA to evaluate whether business terms agree to

information previously provided to BDO. 0.3 715 214.50

09/06/16 J.R. Reviewed red lined SPI APA and prepared answers to questions from Counsel.

0.8 275 220.00

09/06/16 M.M. Reviewed red-line documents for SPI sale. 0.4 595 238.00 09/06/16 M.M. Reviewed correspondence relative to SPI "floor" inventory required as

part of SPI sale. 0.2 595 119.00

09/13/16 M.M. Reviewed designation rights offer made for 16+ locations and offer values.

0.5 595 297.50

09/14/16 M.M. Reviewed correspondence relative to upcoming auction deadline. 0.2 595 119.00 09/15/16 D.B. Reviewed e-mails from Debtor's counsel and bids revised for leases and

IP. 0.2 715 143.00

09/15/16 J.R. Reviewed received lease bids. 1.9 275 522.50 09/15/16 J.R. Reviewed received IP bids. 1.2 275 330.00 09/15/16 M.M. Reviewed IP bids that were received. 0.3 595 178.50 09/15/16 M.M. Reviewed revised APA for SP Images. 0.3 595 178.50 09/15/16 M.M. Reviewed correspondence relative to revised lease and IP auction timing. 0.2 595 119.00 09/16/16 D.B. Reviewed Hilco IP Sale marketing report dated 9/15/16. 0.2 715 143.00 09/16/16 D.B. Reviewed updated SP Images APA and order authorizing the sale. 0.2 715 143.00 09/16/16 J.R. Attended call with all case professionals re: bids received. 0.4 275 110.00 09/16/16 J.R. Reviewed updated IP bids. 1.6 275 440.00 09/16/16 J.R. Prepared analysis of IP and lease bids. 2.8 275 770.00 09/19/16 D.B. Reviewed schedules to SP Images APA. 0.3 715 214.50 09/23/16 D.B. Exchanged e-mails with J. Richman regarding progress and status of

auction. 0.1 715 71.50

09/23/16 J.R. Attended Hastings IP auction. 1.4 275 385.00 09/23/16 J.R. Corresponded with B. Buechler re: IP Auction 0.4 275 110.00 09/23/16 J.R. Corresponded with D. Berliner re: IP Auction 0.4 275 110.00

TOTAL: 15.9 5,776.50

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 1.3 715 929.50 M.M. MICHELE MICHAELIS 2.6 595 1,547.00 J.R. JOE RICHMAN 12.0 275 3,300.00 TOTAL: 15.9 5,776.50


Exhibit “B”

11


September 1, 2016 through September 30, 2016 10 Business Analysis: Historic and Current

Date Name Description Hours Rate Amount 09/01/16 M.M. Reviewed detail of proposed KERP discretionary balance usage and

replacement. 0.4 595 238.00

09/01/16 M.M. Reviewed summary of July MOR. 0.3 595 178.50 09/07/16 J.R. Attended call with B. Buechler re: store level bonuses. 0.2 275 55.00 09/07/16 M.M. Reviewed summary of 503b9 claims and comparative summary of

payments in 90 days and total A/P. 0.6 595 357.00

09/30/16 M.M. Reviewed BofA invoice. 0.1 595 59.50 TOTAL: 1.6 888.00

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount M.M. MICHELE MICHAELIS 1.4 595 833.00 J.R. JOE RICHMAN 0.2 275 55.00 TOTAL: 1.6 888.00


Exhibit “B”

12


September 1, 2016 through September 30, 2016 11 Motions and Objections

Date Name Description Hours Rate Amount 09/02/16 D.B. Reviewed Bank of America merchant services motion for release from

Automatic Stay. 0.1 715 71.50

09/06/16 D.B. Reviewed revised proposed order approving bid procedures and procedures for assumption and assignment of unexpired leases.

0.2 715 143.00

09/07/16 D.B. Reviewed orders extending Debtor's' exclusive period and file plan and establishing bar date.

0.1 715 71.50

09/21/16 D.B. Reviewed notice of auction and sale hearing for IP assets. 0.1 715 71.50 09/21/16 D.B. Reviewed notice of auction of sale hearing for SP Images assets. 0.1 715 71.50 09/22/16 J.R. Reviewed draft notice re: payment of stub rent. 0.4 275 110.00 09/26/16 D.B. Reviewed declaration of Gabrial Fried in support of proposed sale of

certain IP. 0.1 715 71.50

09/30/16 M.M. Reviewed summary of lease rejection motions. 0.2 595 119.00 TOTAL: 1.3 729.50

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 0.7 715 500.50 M.M. MICHELE MICHAELIS 0.2 595 119.00 J.R. JOE RICHMAN 0.4 275 110.00 TOTAL: 1.3 729.50


Exhibit “B”

13



12 Avoidance Actions Analysis

Date Name Description Hours Rate Amount 09/14/16 D.B. Reviewed preference analysis prepared by ASK. 1.5 715 1,072.50 09/14/16 D.B. Prepared report for Lowenstein regarding BDO analysis of ASK

preference analysis. 1.2 715 858.00

09/14/16 M.M. Call with CH and DB re: preference analysis prepared by ASK 0.2 595 119.00 09/14/16 M.M. Reviewed preference analysis summary and key payment concerns. 1.1 595 654.50 09/27/16 D.B. Reviewed revised draft of ASK preference analysis. 1.9 715 1,358.50 09/28/16 D.B. Prepared report for Lowenstein regarding revised ASK preference

analysis. 2.4 715 1,716.00

09/28/16 D.B. Exchanged e-mails with Lowenstein regarding preference analysis. 0.3 715 214.50 TOTAL: 8.6 5,993.00

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 7.3 715 5,219.50 M.M. MICHELE MICHAELIS 1.3 595 773.50 TOTAL: 8.6 5,993.00


Exhibit “B”

14


September 1, 2016 through September 30, 2016 14 Plan & Disclosure Statement

Date Name Description Hours Rate Amount 09/12/16 J.R. Reviewed first draft of plan outline. 0.6 275 165.00 09/12/16 J.R. Reviewed second draft of plan outline. 0.7 275 192.50 09/12/16 M.M. Reviewed Plan comments and redline changes. 0.5 595 297.50 09/12/16 M.M. Reviewed potential "sub-con" versus allocation model relative to

treatment of Intercompany Claims. 0.3 595 178.50

09/14/16 J.R. Began analysis of schedules and statements for substantive consolidation analysis.

2.2 275 605.00

09/20/16 J.R. Prepared analysis of potential recoveries under substantive consolidations. 2.5 275 687.50 09/21/16 J.R. Attended call with case professionals re: plan outline. 0.8 275 220.00 09/21/16 J.R. Revised substantive consolidation analysis. 2.8 275 770.00 09/28/16 M.M. Reviewed proposed Liquidating Trust Agreement. 0.4 595 238.00 09/29/16 J.R. Reviewed draft trust agreement. 2.2 275 605.00 09/29/16 M.M. Prepared comments on Liquidating Trust agreement. 0.4 595 238.00 09/29/16 M.M. Reviewed substantive consolidation recovery range versus by entity

recovery ranges. 0.4 595 238.00

TOTAL: 13.8 4,435.00

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount M.M. MICHELE MICHAELIS 2.0 595 1,190.00 J.R. JOE RICHMAN 11.8 275 3,245.00 TOTAL: 13.8 4,435.00


Exhibit “B”

15


September 1, 2016 through September 30, 2016 15 Employee Related Issues

Date Name Description Hours Rate Amount 09/02/16 D.B. Reviewed KERP overview analysis revised from FTI dated 8/31/16. 0.3 715 214.50 09/02/16 D.B. Reviewed e-mail to Lowenstein regarding summary of KERP request. 0.1 715 71.50 09/02/16 J.R. Reviewed updated KERP proposal. 0.4 275 110.00 09/02/16 M.M. Prepared update for Counsel regarding proposed KERP payments. 0.2 595 119.00 09/05/16 J.R. Prepared updated KERP summary based on proposed plan changes. 1.6 275 440.00 09/30/16 J.R. Reviewed KERP and proposed payments from discretionary pool. 0.4 275 110.00 09/30/16 M.M. Reviewed KERP schedule relative to remaining discretionary bonus

amounts available and current covered employees. 0.3 595 178.50

TOTAL: 3.3 1,243.50

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 0.4 715 286.00 M.M. MICHELE MICHAELIS 0.5 595 297.50 J.R. JOE RICHMAN 2.4 275 660.00 TOTAL: 3.3 1,243.50


Exhibit “B”

16


September 1, 2016 through September 30, 2016 16 Claims Administration and Objections

Date Name Description Hours Rate Amount 09/12/16 M.M. Reviewed update to refund issue with Funko. 0.2 595 119.00 09/15/16 J.R. Attended call with M. Michaelis, C. Harvick and D. Huesers re: 503(b)(9)

reconciliation. 0.7 275 192.50

09/22/16 N.W. Created spreadsheet to estimate unsecured lease rejection claims. 3.2 180 576.00 09/22/16 N.W. Analyzed how proposed lease bid agreements impact administrative and

GUC claims. 0.8 180 144.00

09/26/16 J.R. Reviewed and edited lease rejection and stub rent owing analysis. 1.2 275 330.00 09/27/16 N.W. Calculated potential claims in consideration of closing store leases. 0.9 180 162.00 09/28/16 N.W. Analyzed Per Diem agreements' influence on potential claims arising from

leases. 0.7 180 126.00

09/29/16 J.R. Reviewed initial claims register. 1.1 275 302.50 09/29/16 M.M. Reviewed current filed claim information available. 0.2 595 119.00

TOTAL: 9.0 2,071.00

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount M.M. MICHELE MICHAELIS 0.4 595 238.00 J.R. JOE RICHMAN 3.0 275 825.00 N.W. NICK WEBER 5.6 180 1,008.00 TOTAL: 9.0 2,071.00


Exhibit “B”

17


September 1, 2016 through September 30, 2016 17 Investigation of Company (Asset Analysis and Recovery)

Date Name Description Hours Rate Amount 09/01/16 M.M. Correspondence with BDO team and Lowenstein re: discovery request. 0.2 595 119.00 09/01/16 N.W. Prepared analysis regarding document production reviewed by BDO for

UCC call. 1.4 180 252.00

09/02/16 J.R. Prepared summary of all investigations analysis for call with Counsel. 0.9 275 247.50 09/02/16 M.M. Reviewed summary of investigation review. 0.4 595 238.00 09/06/16 M.M. Read overview of investigation summary. 0.3 595 178.50 09/07/16 D.B. Reviewed e-mail from E. Chafetz regarding notes from Lowenstein

review of documents provided by Joel Weinbanker and Debtors. 0.4 715 286.00

09/12/16 J.R. Reviewed correspondence from Counsel re: discovery. 0.4 275 110.00 09/13/16 N.W. Reviewed batch of documents related to potential Pathlight challenge. 1.8 180 324.00 09/20/16 L.C. Reviewed Debtor document production for bates numbers

DAC0000039559-DAC0000040438. 2.7 100 270.00

09/21/16 J.R. Prepared correspondence with Counsel re: findings from document review.

1.1 275 302.50

09/21/16 L.C. Reviewed Debtor document production for bates numbers DAC0000040459-DAC000041029.

2.1 100 210.00


0.9 100 90.00


1.8 100 180.00

09/29/16 J.R. Reviewed board minutes from debtor production. 1.3 275 357.50 09/29/16 M.M. Reviewed status updates relative to investigation data and support. 0.4 595 238.00 09/30/16 J.R. Attended call with D. Berliner, M. Michaelis, and Counsel re: D&O

issues. 0.7 275 192.50

09/30/16 M.M. Participated on call with Lowenstein regarding potential D&O actions. 0.7 595 416.50 09/30/16 M.M. Reviewed correspondence from counsel relative to D&O actions. 0.2 595 119.00

TOTAL: 17.7 4,131.00

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 0.4 715 286.00 M.M. MICHELE MICHAELIS 2.2 595 1,309.00 J.R. JOE RICHMAN 4.4 275 1,210.00 N.W. NICK WEBER 3.2 180 576.00 L.C. LUKE CASTELLANO 7.5 100 750.00 TOTAL: 17.7 4,131.00


Exhibit “B”

18


September 1, 2016 through September 30, 2016 19 Preparation of Reports to Creditors Committee

Date Name Description Hours Rate Amount 09/01/16 D.B. Reviewed revised draft of BDO report to UCC on case status update. 0.5 715 357.50 09/01/16 D.B. Met with J. Richman to discuss comments on BDO report to UCC. 0.2 715 143.00 09/01/16 J.R. Prepared revisions to UCC report on GOB sales. 2.5 275 687.50 09/01/16 J.R. Prepared revisions to UCC report based on comments from counsel. 2.4 275 660.00 09/01/16 M.M. Reviewed final report to UCC. 0.2 595 119.00 09/02/16 M.M. Outlined updates to be made to report relative to cash flow, KERP, GOB

data and investigations. 0.6 595 357.00

09/06/16 D.B. Reviewed draft BDO report to UCC for 9/8/16 UCC meeting. 0.5 715 357.50 09/06/16 J.R. Prepared UCC report with updated wind down budget and budget to

actual results. 2.5 275 687.50

09/06/16 J.R. Prepared UCC report with updated KERP analysis. 1.5 275 412.50 09/06/16 J.R. Prepared UCC report with update on progress of investigations. 1.6 275 440.00 09/07/16 D.B. Prepared comments on revised draft of BDO report to UCC. 0.5 715 357.50 09/07/16 J.R. Attended call with B. Nathan re: edits to the UCC report. 0.2 275 55.00 09/07/16 J.R. Completed revisions to final draft of the UCC report and distributed to

Counsel. 1.8 275 495.00

09/07/16 M.M. Reviewed BDO report based on revised information from CH. 0.4 595 238.00 09/13/16 J.R. Prepared UCC report to include variance report and GOB sale data. 2.1 275 577.50 09/13/16 J.R. Prepared UCC report section on 503(b)(9) claims and lease sales. 0.7 275 192.50 09/13/16 M.M. Reviewed BDO update report. 0.3 595 178.50 09/14/16 D.B. Prepared comments on initial review of draft BDO report to UCC. 0.5 715 357.50 09/14/16 J.R. Prepared edits to UCC report. 2.6 275 715.00 09/14/16 M.M. Reexamined Report to UCC. 0.3 595 178.50 09/15/16 D.B. Reviewed revised draft of BDO report to UCC. 0.4 715 286.00 09/15/16 J.R. Prepared updates to UCC report sections on sales updates based on bids

received. 1.9 275 522.50

09/16/16 D.B. Provided comments on revised BDO report to UCC to incorporate information provided by Debtors.

0.5 715 357.50

09/16/16 J.R. Updated UCC report to include analysis of bids. 1.8 275 495.00 09/16/16 J.R. Prepared revisions to UCC report. 1.1 275 302.50 09/19/16 J.R. Prepared UCC report to include variance reporting and GOB updates. 1.7 275 467.50 09/20/16 J.R. Prepared UCC report to include section on inventory reconciliation. 1.9 275 522.50 09/20/16 J.R. Prepared UCC report to include section on the SPI sale, lease bids, and

503(b)(9) reconciliations. 2.1 275 577.50

09/21/16 D.B. Prepared comments on draft BDO report to UCC. 0.6 715 429.00 09/21/16 J.R. Prepared revisions to UCC report. 2.5 275 687.50 09/22/16 D.B. Revised BDO report to UCC to reflect updated information and

comments from counsel. 0.5 715 357.50

09/22/16 J.R. Prepared revisions to UCC report based on comments from counsel. 0.5 275 137.50 09/23/16 D.B. Reviewed revised draft of BDO report to UCC to include final auction

results and other updates. 0.3 715 214.50

09/23/16 J.R. Updated UCC report to include section on IP auction, stub rent, and verifone updates.

1.5 275 412.50

09/23/16 J.R. Prepared final edits to UCC report based on comments from counsel. 0.9 275 247.50


Exhibit “B”

19


September 1, 2016 through September 30, 2016 19 Preparation of Reports to Creditors Committee

Date Name Description Hours Rate Amount 09/26/16 J.R. Prepared section of UCC report on status of investigations. 1.6 275 440.00 09/27/16 D.B. Made initial review of BDO report to UCC regarding case status update. 0.5 715 357.50 09/27/16 J.R. Prepared revisions to draft UCC report. 1.5 275 412.50 09/28/16 D.B. Provided comments on revised BDO report to UCC. 0.5 715 357.50 09/28/16 J.R. Attended call with B. Buechler re: revisions to UCC report. 0.2 275 55.00 09/28/16 J.R. Attended call with B. Nathan re: revisions to UCC report. 0.3 275 82.50 09/28/16 J.R. Attended call with B. Nathan and E. Chafetz re: revisions to UCC report. 0.3 275 82.50 09/28/16 J.R. Prepared section of UCC report on inventory reconciliation. 1.5 275 412.50 09/28/16 J.R. Prepared section of UCC report on other updates to stub rent, 503(b)(9)

reconciliation, store level bonuses, and the BAMS sale. 1.6 275 440.00

09/28/16 J.R. Prepared final revisions to UCC report. 1.2 275 330.00 09/28/16 M.M. Reviewed current week committee update report. 0.6 595 357.00

TOTAL: 49.9 16,910.50

SUMMARY BY PROFESSIONAL: Initials Name Hours Rate Amount D.B. DAVID BERLINER 5.5 715 3,932.50 M.M. MICHELE MICHAELIS 2.4 595 1,428.00 J.R. JOE RICHMAN 42.0 275 11,550.00 TOTAL: 49.9 16,910.50


Exhibit “C”

1

DRAW ANOTHER CIRCLE, LLC, ET AL.

Schedule of Expenses September 1, 2016 through September 30, 2016

1. PHOTOCOPYING

a. Internal b. External

2. TELECOMMUNICATIONS a. Toll Charges b. Facsimile c. Out-of-State toll charges

3. COURIER, FRIEGHT AND POSTAL SERVICES For overnight and hand delivery to Counsel and Committee members

4. COURT REPORTER AND TRANSCRIPTS

5. TECHNOLOGY SERVICES

6. OUT-OF-TOWN TRAVEL a. Transportation b. Lodging c. Meals

7. OUTSIDE SERVICES

8. LOCAL MEALS

9. LOCAL TRANSPORTATION, TOLLS, MILEAGE AND PARKING – for cabs to/from meetings, car service for employees working after 8:00 p.m. and local mileage using personal auto

10. MISCELLANEOUS –Publications/Subscriptions TOTAL $0.00


1

BDO USA, LLP 100 Park Avenue New York, N.Y. 10017 Tel: (212) 885-8000 Fax: (212) 697-1299 Financial Advisors for the Committee

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE


Chapter 11 Case No. 16-11452 (KJC) (Jointly Administered)

DECLARATION OF DAVID E. BERLINER IN SUPPORT OF




I, DAVID E. BERLINER, declare under the penalty of perjury as follows: 1. I am a partner in the firm of BDO USA, LLP (“BDO”) and Managing Partner of BDO’s

New York Business Restructuring Services practice.

2. I have reviewed BDO’s Fourth Monthly Application for Compensation and

Reimbursement of Expenses of BDO USA as Financial Advisors for the Official

Committee of Unsecured Creditors (the “Committee”) (the “Application”) for the period

September 1, 2016 to September 30, 2016 (the “Application Period”) and this affidavit is

submitted in support of the Application.

1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP images, Inc.)7773); and Hastings Internet, Inc. (0809). The Debtors’ executive headquarters are located at 3601 plans Boulevard, Amarillo, TX 79102.


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3. I have reviewed Delaware Bankruptcy Local Rule 2016-2 and submit that the

Application substantially complies with such Rule.

4. To the best of my knowledge, information and belief formed after reasonable inquiry, the

Application complies with the United States Trustees Guidelines issued March 22, 1995,

by the U.S. Department of Justice and as has been subsequently amended (the “UST

Guidelines”).

5. In providing a reimbursable service, BDO does not make a profit on that service.

6. In charging for a particular service, BDO does not include the amortization of the cost of

any investment equipment or capital outlay.

7. In seeking reimbursement for third party services, BDO requests reimbursement only for

the amount billed to BDO by the third-party.

8. To the best of my knowledge, information and belief formed after reasonable inquiry, the

fees and disbursements sought fall within the UST Guidelines, except as specifically

noted herein and in the application and except to the extent that fees or disbursements

sought are prohibited by the UST Guidelines. The fees and disbursements sought are

billed at rates and in accordance with practices customarily employed by BDO and

generally accepted by BDO’s clients.

9. A summary of the fees and expenses incurred by BDO in these chapter 11 cases, during

the Application Period as well as copies of the records maintained in the ordinary course

of business by BDO are provided in Exhibits “A” through “C” annexed to the

Application.

10. The following is a summary of the total fees and expenses incurred by BDO during the

Application Period:


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FEES $74,603.50

Less Voluntary Discount (29,603.50)

EXPENSES $0.00

TOTAL $45,000.00

11. BDO has received from, or on behalf of, the Debtors $103,796.86 for reimbursement of

fees and expenses in these chapter 11 cases as financial advisors for the Committee.

None of the compensation to be paid to BDO, from or on behalf of the Debtors, will be

divided or shared with any other person other than the members, associates and

employees of BDO.

12. I declare under penalty of perjury that the foregoing is true and correct.

Executed on October 20, 2016 at New York, NY

David E. Berliner DAVID E. BERLINER


Documents

M A O BDO USA, LLP, F A O C U C I S R E P S 1, 2016 T S 30, 2016omnimgt.com/cmsvol2/pub_47117/595167_878-5.pdf · 2016-10-21 · 4818-6329-9643, v. 1 CODE PROJECT CATEGORY Hours Amount