SEC Filing | Tuesday Morning Corp.

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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): October 20, 2020

TUESDAY MORNING CORPORATION

(Exact name of registrant as specified in charter)

Delaware	0-19658	75-2398532
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6250 LBJ Freeway Dallas, Texas		75240
(Address of principal executive offices)		(Zip Code)

(972) 387-3562
(Registrant’s telephone number, including area code)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

TUESQ*

*As previously disclosed, on May 27, 2020, Tuesday Morning Corporation (the “Company”) was notified by the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the Company’s common stock would be delisted from Nasdaq as a result of the Company’s filing of a voluntary petition under Chapter 11 of the United States Bankruptcy Code. On June 8, 2020, trading in the Company’s common stock on Nasdaq was suspended, and on July 1, 2020, Nasdaq filed a Form 25 with the SEC to delist the Company’s common stock. The deregistration of the common stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) will be effective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. Upon deregistration of the common stock under Section 12(b) of the Exchange Act, the common stock will remain registered under Section 12(g) of the Exchange Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01.

Regulation FD Disclosure.

As previously disclosed, on May 27, 2020 (the “Petition Date”), the Company and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). The Chapter 11 Cases are being administered jointly under the caption “In re: Tuesday Morning Corporation, et. al., Case No. 20-31476-HDH-11.” The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

On October 20, 2020, the Debtors filed with the Bankruptcy Court their monthly operating report for the period beginning September 1, 2020 and ending September 30, 2020 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto) (this “Form 8-K”) will not be deemed an admission as to the materiality of any information disclosed herein.

The Monthly Operating Report and other documents filed with the Bankruptcy Court are available for inspection at https://dm.epiq11.com/case/tuesdaymorning/info. Documents and other information available on such website are not part of this Form 8-K and are not deemed to be incorporated by reference in this Form 8-K.

The information furnished in this Item 7.01 of this Current Report on Form 8-K and the Monthly Operating Report attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Cautionary Statement Regarding the Monthly Operating Report

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 securities of the Company. 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 Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws or rules, 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 is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995, which are based on management’s current expectations, estimates and projections. Forward looking statements also include statements regarding the Company’s plans with respect to the Chapter 11 Cases, the Company’s plan to continue its operations while it works to complete the Chapter 11 process and other statements regarding the Company’s proposed reorganization, strategy, future operations, performance and prospects. These forward-looking statements are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from the expectations expressed in the Company’s forward-looking statements. These risks, uncertainties and events also include, but are not limited to, the following: the Company’s ability to obtain timely approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 Cases; pleadings filed that could protract the Chapter 11 Cases; the Bankruptcy Court’s rulings in the Chapter 11 Cases, and the outcome of the Chapter 11 Cases generally; the Company’s ability to comply with the restrictions imposed by the terms and conditions of the DIP ABL Credit Agreement, including the Company’s ability to maintain certain minimum liquidity requirements and file and obtain approval of a plan of reorganization or sale of all of its assets by agreed upon deadlines; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; the Company’s ability to continue to operate its business during the pendency of the Chapter 11 Cases; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the effectiveness of the overall restructuring activities pursuant to the Chapter 11 Cases and any additional strategies the Company may employ to address its liquidity and capital resources; the actions and decisions of creditors and other third parties that have an interest in the Chapter 11 Cases; risks associated with third parties seeking and obtaining authority to terminate or shorten the Company’s exclusivity period to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the Chapter 11 proceeding to a Chapter 7 proceeding; increased legal and other professional costs necessary to execute the Company’s restructuring; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases; the trading price and volatility of the Company’s common stock and the effects of the delisting from The Nasdaq Stock Market; litigation and other risks inherent in a bankruptcy process; the effects and length of the novel coronavirus pandemic; and the other factors listed in the Company’s filings with the Securities and Exchange Commission.

Except as may be required by law, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events. Investors are cautioned not to place undue reliance on any forward-looking statements.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

99.1

Monthly Operating Report

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TUESDAY MORNING CORPORATION

Date: October 20, 2020	By:	/s/ Bridgett C. Zeterberg
		Bridgett C. Zeterberg
		Executive Vice President Human Resources, General Counsel and Corporate Secretary

Exhibit 99.1


				Monthly Operating Report
						CASH BASIS
	CASE NAME:	Tuesday Morning Corporation, et al.

	CASE NUMBER:	20-31476 (Jointly Administered)

	JUDGE:	Harlin DeWayne Hale


	UNITED STATES BANKRUPTCY COURT

NORTHERN & EASTERN DISTRICTS OF TEXAS

	REGION 6

MONTHLY OPERATING REPORT

		MONTH ENDING:	September	2020	^{Note 1}
			MONTH	YEAR


	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
	(CASH BASIS-1 THROUGH CASH BASIS-6) 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:

				EVP, Chief Financial Officer TITLE

	STACIE SHIRLEY			October 20, 2020
	PRINTED NAME OF RESPONSIBLE PARTY			DATE



	PREPARER:

				Director - AlixPartners, LLP
	ORIGINAL SIGNATURE OF PREPARER			TITLE

	JASON MUSKOVICH			October 20, 2020
	PRINTED NAME OF PREPARER			DATE

	Note 1: This report covers the period from September 1 through September 30, 2020 unless otherwise noted.

In re: Tuesday Morning Corporation, et al.			Case No. (Jointly Administered)	20-31476 (HDH)
			Reporting Period:	September 1 to 30, 2020
			Federal Tax I.D. #	75-2398532


Notes to the Monthly Operating Report

	This Monthly Operating Report ("MOR") is unaudited and has been prepared solely for the purpose of complying with the obligations of the above-captioned debtors and debtors in possession (the “Debtors”) to provide monthly operating reports during these Chapter 11 Cases. The Debtors have prepared this monthly operating report using the best information presently available to them, which has been collected, maintained, and prepared in accordance with their historical accounting practices. This monthly operating report is, thus, true and accurate to the best of the Debtors’ knowledge, information, and belief based on currently available data.

	This MOR includes activity from the following Debtors and related Case Numbers:

	Debtor	Case Number
	Tuesday Morning Corporation (LEAD)	20-31476
	TMI Holdings, Inc.	20-31477
	Tuesday Morning, Inc.	20-31478
	Friday Morning, LLC	20-31479
	Days of the Week, Inc.	20-31480
	Nights of the Week, Inc.	20-31481
	Tuesday Morning Partners, Ltd.	20-31482


	Background: On May 27, 2020 (the “Petition Date”), each of the Debtors filed with the Court their respective voluntary petitions for relief under chapter 11 of Title 11 of the Bankruptcy Code, commencing the above-captioned chapter 11 cases. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On May 28, 2020, the Court entered an order authorizing the joint administration of these chapter 11 cases [Dkt. 66].

	Notes:

	The Debtors prepared this MOR relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors’ books and records may not be included in this MOR. Nevertheless, in preparing this MOR, the Debtors made best efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been included therein.

	Except as relates to Cash Receipts and Disbursements information presented on Page 1 and Page 1A of the attached MOR, information herein has been prepared on a consolidated basis for the Debtors.

	The financial information contained herein is unaudited, limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements for Chapter 11 debtors as required by the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). The financial information is in a format intended to meet the requirements of the Bankruptcy Court and the Office of the United States Trustee for the Northern District of Texas, Dallas Division (the “U.S. Trustee”).

	As discussed below, this MOR is not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This MOR does not include all of the information and footnotes required by GAAP.

	The results of operations contained herein are not necessarily indicative of results that may be expected from any other period or for the full year and may not necessarily reflect the consolidated results of operations, financial position and cash flows of the Debtors in the future.

	No assurance can be given as to the value, if any, that may be ascribed to the Debtors’ various pre- petition liabilities and other securities. Accordingly, the Debtors urge that caution be exercised with respect to existing and future investments in any of these securities or claims against the Debtors.

	Reservation of Rights: Given the complexity of the Debtors’ financial affairs, inadvertent errors, omissions or over-inclusions may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or nature of any claim amount, representation, or other statement in this MOR and reserve the right to amend or supplement this MOR, if necessary.

	Additional Information: For more information related to these Chapter 11 Cases, court filings and claims information please refer to the Restructuring website at https://dm.epiq11.com/case/tuesdaymorning/info.

			Monthly Operating Report
					CASH BASIS-1

CASE NAME:	Tuesday Morning Corporation, et al.

CASE NUMBER:	20-31476 (Jointly Administered)

		JUL	AUG	SEP
CASH RECEIPTS AND		1 to 31	1 to 31	1 to 30	TOTAL
DISBURSEMENTS
1. CASH - BEGINNING OF MONTH		$ 40,366,078	$ 63,925,497	$ 63,842,866	$ 40,366,078
RECEIPTS
2. CASH SALES ¹		$ 51,714,136	$ 47,862,526	$ 45,084,072	$ 144,660,733
3. ACCOUNTS RECEIVABLE COLLECTIONS		-	-	-	-
4. LOANS AND ADVANCES ²		49,500,000	31,200,000	68,540,234	149,240,234
5. SALE OF ASSETS		-	-	-	-
6. LEASE & RENTAL INCOME		-	-	-	-
7. WAGES		-	-	-	-
8. OTHER (SEE MONTHLY DETAIL)		16,613,457	7,584,269	3,273,104	27,470,830
9. TOTAL RECEIPTS		$ 117,827,593	$ 86,646,795	$ 116,897,410	$ 321,371,798
DISBURSEMENTS
10. NET PAYROLL		$ 10,187,291	$ 10,537,203	$ 12,149,881	$ 32,874,375
11. PAYROLL TAXES PAID ³		-	-	-	-
12. SALES,USE & OTHER TAXES PAID		6,558,835	5,098,345	3,926,459	15,583,638
13. INVENTORY PURCHASES		9,186,713	24,224,586	34,612,261	68,023,559
14. MORTAGE PAYMENTS		-	-	-	-
15. OTHER SECURED NOTE PAYMENTS ²		49,687,500	31,200,000	68,540,234	149,427,734
16. RENTAL & LEASE PAYMENTS		6,989,972	5,413,060	1,354,284	13,757,316
17. UTILITIES		724,189	1,752,689	1,473,888	3,950,766
18. INSURANCE		439,571	210,710	433,224	1,083,505
19. VEHICLE EXPENSES ⁴		1,774,994	3,123,092	4,743,654	9,641,741
20. TRAVEL		220,064	64,363	-	284,427
21. ENTERTAINMENT		-	-	-	-
22. REPAIRS & MAINTENANCE		1,457,039	661,365	721,997	2,840,401
23. SUPPLIES		377,343	586,347	757,069	1,720,759
24. ADVERTISING		158,085	342,732	173,768	674,585
25. HOUSEHOLD EXPENSES		-	-	-	-
26. CHARITABLE CONTRIBUTIONS		-	-	-	-
27. GIFTS		-	-	-	-
28. OTHER (ORDINARY COURSE PROFESSIONALS)		495,895	316,391	215,738	1,028,023
29. TOTAL ORDINARY DISBURSEMENTS		$ 88,257,491	$ 83,530,883	$ 129,102,455	$ 300,890,830
REORGANIZATION EXPENSES
30. PROFESSIONAL FEES		$ 5,268,345	$ 3,091,633	$ 2,605,218	$ 10,965,195
31. U.S. TRUSTEE FEES		285,323	-	-	285,323.0
32. OTHER (SEE MONTHLY DETAIL)		457,015	106,910	128,563	692,488
33. TOTAL REORGANIZATION EXPENSES		$ 6,010,682	$ 3,198,543	$ 2,733,781	$ 11,943,006
34. TOTAL DISBURSEMENTS		$ 94,268,173	$ 86,729,426	$ 131,836,236	$ 312,833,836
35. NET CASH FLOW		$ 23,559,419	$ (82,631)	$ (14,938,826)	$ 8,537,962
36. CASH - END OF MONTH		$ 63,925,497	$ 63,842,866	$ 48,904,040	$ 48,904,040

NOTES:

¹ Includes all cash and credit card in-store sales.

² Includes all borrowings or repayments against Pre-Petition ABL and Post-Petition DIP. Debtors have repaid the
Pre-Petition ABL to the required minimum balance of $100,000. Furthermore, as of September 30, 2020 the Debtors
have no outstanding borrowings against either their Post-Petition ABL DIP or their DIP Term Loan.

³ Included in Net Payroll disbursements item #10

⁴ Represents freight disbursements

								Monthly Operating Report
CASE NAME:	Tuesday Morning Corporation, et al.								CASH BASIS-1
						CALCULATION OF QUARTERLY UST FEES
CASE NUMBER:	20-31476 (Jointly Administered)


					TMI				TMP
34. TOTAL DISBURSEMENTS			Tuesday Morning Corporation	TMI Holdings, Inc.	Tuesday Morning, Inc.	Friday Morning, LLC	Days of the Week, Inc.	Nights of the Week, Inc.	Tuesday Morning Partners, Ltd.	TOTAL

Q3/M1 - JUL 1 - JUL 31, 2020			$ -	$ -	$ 82,440,911	$ -	$ -	$ -	$ 11,827,262	$ 94,268,173
Q3/M2 - AUG 1 - AUG 31, 2020			-	-	62,957,724	-	-	-	23,771,702	86,729,426
Q3/M3 - SEP 1 - SEP 30, 2020			-	-	95,168,793	-	-	-	36,667,443	131,836,236

TOTAL DISBURSEMENTS - CALENDAR Q3 2020			$ -	$ -	$ 240,567,428	$ -	$ -	$ -	$ 72,266,407	$ 312,833,836

*QUARTERLY FEES DUE*			$ 325.00	$ 325.00	$ 250,000.00	$ 325.00	$ 325.00	$ 325.00	$ 250,000.00	$ 501,625.00


	Quarterly Disbursement Minimum	Quarterly Disbursement Maximum	Applicable Quarterly Fee
	$ -	$ -	$ 325.00
	$ 0.01	$ 14,999.99	$ 325.00
	$ 15,000.00	$ 74,999.99	$ 650.00
	$ 75,000.00	$ 149,999.99	$ 975.00
	$ 150,000.00	$ 224,999.99	$ 1,625.00
	$ 225,000.00	$ 299,999.99	$ 1,950.00
	$ 300,000.00	$ 999,999.99	$ 4,875.00
	$ 1,000,000.00	$ 24,999,999.99	1%
	$ 25,000,000.00		$ 250,000.00

						Monthly Operating Report
CASE NAME:	Tuesday Morning Corporation, et al.						CASH BASIS-1
				CONSOLIDATING DISBURSEMENTS BY LEGAL ENTITY - JUL 1 TO JUL 31, 2020
CASE NUMBER:	20-31476 (Jointly Administered)

		JULY 1 - JULY 31, 2020 BY LEGAL ENTITY
				TMI				TMP
CASH RECEIPTS AND		Tuesday Morning Corporation	TMI Holdings, Inc.	Tuesday Morning, Inc.	Friday Morning, LLC	Days of the Week, Inc.	Nights of the Week, Inc.	Tuesday Morning Partners, Ltd.	JUL 1 - JUL 31 TOTAL
DISBURSEMENTS
1. CASH - BEGINNING OF MONTH		$ -	$ -	$ 40,366,078	$ -	$ -	$ -	$ -	$ 40,366,078
RECEIPTS
2. CASH SALES ¹		$ -	$ -	$ 51,714,136	$ -	$ -	$ -	$ -	$ 51,714,136
3. ACCOUNTS RECEIVABLE COLLECTIONS		-	-	-	-	-	-	-	-
4. LOANS AND ADVANCES ²		-	-	49,500,000	-	-	-	-	49,500,000
5. SALE OF ASSETS		-	-	-	-	-	-	-	-
6. LEASE & RENTAL INCOME		-	-	-	-	-	-	-	-
7. WAGES		-	-	-	-	-	-	-	-
8. OTHER (SEE BELOW)		$ -	$ -	$ 16,613,457	$ -	$ -	$ -	$ -	$ 16,613,457
8a. Sales Taxes Collected		-	-	3,754,446	-	-	-	-	3,754,446
8b. GOB Sales Proceeds		-	-	12,859,011	-	-	-	-	12,859,011
9. TOTAL RECEIPTS		$ -	$ -	$ 117,827,593	$ -	$ -	$ -	$ -	$ 117,827,593
DISBURSEMENTS
10. NET PAYROLL		$ -	$ -	$ 8,571,146	$ -	$ -	$ -	$ 1,616,146	$ 10,187,291
11. PAYROLL TAXES PAID ³		-	-	-	-	-	-	-	-
12. SALES,USE & OTHER TAXES PAID		-	-	6,558,835	-	-	-	-	6,558,835
13. INVENTORY PURCHASES		-	-	-	-	-	-	9,186,713	9,186,713
14. MORTAGE PAYMENTS		-	-	-	-	-	-	-	-
15. OTHER SECURED NOTE PAYMENTS ²		-	-	49,687,500	-	-	-	-	49,687,500
16. RENTAL & LEASE PAYMENTS		-	-	6,707,732	-	-	-	282,240	6,989,972
17. UTILITIES		-	-	723,649	-	-	-	540	724,189
18. INSURANCE		-	-	439,571	-	-	-	-	439,571
19. VEHICLE EXPENSES ⁴		-	-	1,321,765	-	-	-	453,229	1,774,994
20. TRAVEL		-	-	220,064	-	-	-	-	220,064
21. ENTERTAINMENT		-	-	-	-	-	-	-	-
22. REPAIRS & MAINTENANCE		-	-	1,438,961	-	-	-	18,079	1,457,039
23. SUPPLIES		-	-	308,640	-	-	-	68,704	377,343
24. ADVERTISING		-	-	158,085	-	-	-	-	158,085
25. HOUSEHOLD EXPENSES		-	-	-	-	-	-	-	-
26. CHARITABLE CONTRIBUTIONS		-	-	-	-	-	-	-	-
27. GIFTS		-	-	-	-	-	-	-	-
28. OTHER (ORDINARY COURSE PROFESSIONALS)		-	-	495,895	-	-	-	-	495,895
29. TOTAL ORDINARY DISBURSEMENTS		$ -	$ -	$ 76,631,841	$ -	$ -	$ -	$ 11,625,650	$ 88,257,491
REORGANIZATION EXPENSES
30. PROFESSIONAL FEES		$ -	$ -	$ 5,268,345	$ -	$ -	$ -	$ -	$ 5,268,345
31. U.S. TRUSTEE FEES		-	-	285,323	-	-	-	-	285,323
32. OTHER (SEE BELOW)		$ -	$ -	$ 255,403	$ -	$ -	$ -	$ 201,612	$ 457,015
32a. PRE-PETITION TRADE ORDER PAYMENTS		-	-	31,792	-	-	-	201,612	233,404
32b. UTILITIES ESCROW DEPOSITS		-	-	223,611	-	-	-	-	223,611
33. TOTAL REORGANIZATION EXPENSES		$ -	$ -	$ 5,809,070	$ -	$ -	$ -	$ 201,612	$ 6,010,682
34. TOTAL DISBURSEMENTS		$ -	$ -	$ 82,440,911	$ -	$ -	$ -	$ 11,827,262	$ 94,268,173
35. NET CASH FLOW		$ -	$ -	$ 35,386,682	$ -	$ -	$ -	$ (11,827,262)	$ 23,559,419
36. CASH - END OF MONTH		$ -	$ -	$ 75,752,759	$ -	$ -	$ -	$ (11,827,262)	$ 63,925,497

NOTES:

¹ Includes all cash and credit card in-store sales.

²Includes all borrowings or repayments against Pre-Petition ABL and Post-Petition DIP. Debtors have repaid the Pre-Petition ABL to the required minimum balance of $100,000.
Furthermore, as of July 31, 2020 the Debtors have no outstanding borrowings against either their Post-Petition ABL DIP or their DIP Term Loan.

³ Included in Net Payroll disbursements item #10

⁴ Represents freight disbursements

						Monthly Operating Report
CASE NAME:	Tuesday Morning Corporation, et al.							CASH BASIS-1
				CONSOLIDATING DISBURSEMENTS BY LEGAL ENTITY - AUG 1 TO AUG 31, 2020
CASE NUMBER:	20-31476 (Jointly Administered)

		AUGUST 1 - AUGUST 31, 2020 BY LEGAL ENTITY
				TMI				TMP
CASH RECEIPTS AND		Tuesday Morning Corporation	TMI Holdings, Inc.	Tuesday Morning, Inc.	Friday Morning, LLC	Days of the Week, Inc.	Nights of the Week, Inc.	Tuesday Morning Partners, Ltd.	AUG 1 - AUG 31 TOTAL
DISBURSEMENTS
1. CASH - BEGINNING OF MONTH		$ -	$ -	$ 63,925,497	$ -	$ -	$ -	$ -	$ 63,925,497
RECEIPTS
2. CASH SALES ¹		$ -	$ -	$ 47,862,526	$ -	$ -	$ -	$ -	$ 47,862,526
3. ACCOUNTS RECEIVABLE COLLECTIONS		-	-	-	-	-	-	-	-
4. LOANS AND ADVANCES ²		-	-	31,200,000	-	-	-	-	31,200,000
5. SALE OF ASSETS		-	-	-	-	-	-	-	-
6. LEASE & RENTAL INCOME		-	-	-	-	-	-	-	-
7. WAGES		-	-	-	-	-	-	-	-
8. OTHER (SEE BELOW)		$ -	$ -	$ 7,584,269	$ -	$ -	$ -	$ -	$ 7,584,269
8a. Sales Taxes Collected		-	-	3,474,819	-	-	-	-	3,474,819
8b. GOB Sales Proceeds		-	-	4,109,450	-	-	-	-	4,109,450
9. TOTAL RECEIPTS		$ -	$ -	$ 86,646,795	$ -	$ -	$ -	$ -	$ 86,646,795
DISBURSEMENTS
10. NET PAYROLL		$ -	$ -	$ 8,792,138	$ -	$ -	$ -	$ 1,745,065	$ 10,537,203
11. PAYROLL TAXES PAID ³		-	-	-	-	-	-	-	-
12. SALES,USE & OTHER TAXES PAID		-	-	5,098,345	-	-	-	-	5,098,345
13. INVENTORY PURCHASES		-	-	3,452,859	-	-	-	20,771,727	24,224,586
14. MORTAGE PAYMENTS		-	-	-	-	-	-	-	-
15. OTHER SECURED NOTE PAYMENTS ²		-	-	31,200,000	-	-	-	-	31,200,000
16. RENTAL & LEASE PAYMENTS		-	-	5,130,820	-	-	-	282,240	5,413,060
17. UTILITIES		-	-	1,751,985	-	-	-	704	1,752,689
18. INSURANCE		-	-	210,710	-	-	-	-	210,710
19. VEHICLE EXPENSES ⁴		-	-	2,454,929	-	-	-	668,163	3,123,092
20. TRAVEL		-	-	64,363	-	-	-	-	64,363
21. ENTERTAINMENT		-	-	-	-	-	-	-	-
22. REPAIRS & MAINTENANCE		-	-	655,954	-	-	-	5,410	661,365
23. SUPPLIES		-	-	357,562	-	-	-	228,785	586,347
24. ADVERTISING		-	-	342,732	-	-	-	-	342,732
25. HOUSEHOLD EXPENSES		-	-	-	-	-	-	-	-
26. CHARITABLE CONTRIBUTIONS		-	-	-	-	-	-	-	-
27. GIFTS		-	-	-	-	-	-	-	-
28. OTHER (ORDINARY COURSE PROFESSIONALS)		-	-	316,391	-	-	-	-	316,391
29. TOTAL ORDINARY DISBURSEMENTS		$ -	$ -	$ 59,828,789	$ -	$ -	$ -	$ 23,702,094	$ 83,530,883
REORGANIZATION EXPENSES
30. PROFESSIONAL FEES		$ -	$ -	$ 3,091,633	$ -	$ -	$ -	$ -	$ 3,091,633
31. U.S. TRUSTEE FEES		-	-	-	-	-	-	-	-
32. OTHER (SEE BELOW)		$ -	$ -	$ 37,302	$ -	$ -	$ -	$ 69,608	$ 106,910
32a. PRE-PETITION TRADE ORDER PAYMENTS		-	-	5,516	-	-	-	69,608	75,124
32b. UTILITIES ESCROW DEPOSITS		-	-	31,786	-	-	-	-	31,786
33. TOTAL REORGANIZATION EXPENSES		$ -	$ -	$ 3,128,935	$ -	$ -	$ -	$ 69,608	$ 3,198,543
34. TOTAL DISBURSEMENTS		$ -	$ -	$ 62,957,724	$ -	$ -	$ -	$ 23,771,702	$ 86,729,426
35. NET CASH FLOW		$ -	$ -	$ 23,689,071	$ -	$ -	$ -	$ (23,771,702)	$ (82,631)
36. CASH - END OF MONTH		$ -	$ -	$ 87,614,568	$ -	$ -	$ -	$ (23,771,702)	$ 63,842,866

NOTES:

¹ Includes all cash and credit card in-store sales.

²Includes all borrowings or repayments against Pre-Petition ABL and Post-Petition DIP. Debtors have repaid the Pre-Petition ABL to the required minimum balance of $100,000.
Furthermore, as of August 31, 2020 the Debtors have no outstanding borrowings against either their Post-Petition ABL DIP or their DIP Term Loan.

³ Included in Net Payroll disbursements item #10

⁴ Represents freight disbursements

							Monthly Operating Report
CASE NAME:	Tuesday Morning Corporation, et al.							CASH BASIS-1
				CONSOLIDATING DISBURSEMENTS BY LEGAL ENTITY - SEP 1 TO SEP 30, 2020
CASE NUMBER:	20-31476 (Jointly Administered)

		SEPTEMBER 1 - SEPTEMBER 30, 2020 BY LEGAL ENTITY
				TMI				TMP
CASH RECEIPTS AND		Tuesday Morning Corporation	TMI Holdings, Inc.	Tuesday Morning, Inc.	Friday Morning, LLC	Days of the Week, Inc.	Nights of the Week, Inc.	Tuesday Morning Partners, Ltd.	SEP 1 - SEP 30 TOTAL
DISBURSEMENTS
1. CASH - BEGINNING OF MONTH		$ -	$ -	$ 63,842,866	$ -	$ -	$ -	$ -	$ 63,842,866
RECEIPTS
2. CASH SALES ¹		$ -	$ -	$ 45,084,072	$ -	$ -	$ -	$ -	$ 45,084,072
3. ACCOUNTS RECEIVABLE COLLECTIONS		-	-	-	-	-	-	-	-
4. LOANS AND ADVANCES ²		-	-	68,540,234	-	-	-	-	68,540,234
5. SALE OF ASSETS		-	-	-	-	-	-	-	-
6. LEASE & RENTAL INCOME		-	-	-	-	-	-	-	-
7. WAGES		-	-	-	-	-	-	-	-
8. OTHER (SEE BELOW)		$ -	$ -	$ 3,273,104	$ -	$ -	$ -	$ -	$ 3,273,104
8a. Sales Taxes Collected		-	-	3,273,104	-	-	-	-	3,273,104
8b. GOB Sales Proceeds		-	-	-	-	-	-	-	-
9. TOTAL RECEIPTS		$ -	$ -	$ 116,897,410	$ -	$ -	$ -	$ -	$ 116,897,410
DISBURSEMENTS
10. NET PAYROLL		$ -	$ -	$ 9,019,076	$ -	$ -	$ -	$ 3,130,805	$ 12,149,881
11. PAYROLL TAXES PAID ³		-	-	-	-	-	-	-	-
12. SALES,USE & OTHER TAXES PAID		-	-	3,926,459	-	-	-	-	3,926,459
13. INVENTORY PURCHASES		-	-	2,909,748	-	-	-	31,702,513	34,612,261
14. MORTAGE PAYMENTS		-	-	-	-	-	-	-	-
15. OTHER SECURED NOTE PAYMENTS ²		-	-	68,540,234	-	-	-	-	68,540,234
16. RENTAL & LEASE PAYMENTS		-	-	1,354,284	-	-	-	-	1,354,284
17. UTILITIES		-	-	1,451,833	-	-	-	22,055	1,473,888
18. INSURANCE		-	-	433,224	-	-	-	-	433,224
19. VEHICLE EXPENSES ⁴		-	-	3,441,569	-	-	-	1,302,085	4,743,654
20. TRAVEL		-	-	-	-	-	-	-	-
21. ENTERTAINMENT		-	-	-	-	-	-	-	-
22. REPAIRS & MAINTENANCE		-	-	710,313	-	-	-	11,684	721,997
23. SUPPLIES		-	-	383,768	-	-	-	373,301	757,069
24. ADVERTISING		-	-	173,768	-	-	-	-	173,768
25. HOUSEHOLD EXPENSES		-	-	-	-	-	-	-	-
26. CHARITABLE CONTRIBUTIONS		-	-	-	-	-	-	-	-
27. GIFTS		-	-	-	-	-	-	-	-
28. OTHER (ORDINARY COURSE PROFESSIONALS)		-	-	215,738	-	-	-	-	215,738
29. TOTAL ORDINARY DISBURSEMENTS		$ -	$ -	$ 92,560,012	$ -	$ -	$ -	$ 36,542,443	$ 129,102,455
REORGANIZATION EXPENSES
30. PROFESSIONAL FEES		$ -	$ -	$ 2,605,218	$ -	$ -	$ -	$ -	$ 2,605,218
31. U.S. TRUSTEE FEES		-	-	-	-	-	-	-	-
32. OTHER (SEE BELOW)		$ -	$ -	$ 3,563	$ -	$ -	$ -	$ 125,000	$ 128,563
32a. PRE-PETITION TRADE ORDER PAYMENTS		-	-	-	-	-	-	125,000	125,000
32b. UTILITIES ESCROW DEPOSITS		-	-	3,563	-	-	-	-	3,563
33. TOTAL REORGANIZATION EXPENSES		$ -	$ -	$ 2,608,781	$ -	$ -	$ -	$ 125,000	$ 2,733,781
34. TOTAL DISBURSEMENTS		$ -	$ -	$ 95,168,793	$ -	$ -	$ -	$ 36,667,443	$ 131,836,236
35. NET CASH FLOW		$ -	$ -	$ 21,728,617	$ -	$ -	$ -	$ (36,667,443)	$ (14,938,826)
36. CASH - END OF MONTH		$ -	$ -	$ 85,571,483	$ -	$ -	$ -	$ (36,667,443)	$ 48,904,040

NOTES:

¹ Includes all cash and credit card in-store sales.

²Includes all borrowings or repayments against Pre-Petition ABL and Post-Petition DIP. Debtors have repaid the Pre-Petition ABL to the required minimum balance of $100,000.
Furthermore, as of September 30, 2020 the Debtors have no outstanding borrowings against either their Post-Petition ABL DIP or their DIP Term Loan.

³ Included in Net Payroll disbursements item #10

⁴ Represents freight disbursements

			Monthly Operating Report
					CASH BASIS-1A

					2020
CASE NAME:	Tuesday Morning Corporation, et al.

CASE NUMBER:	20-31476 (Jointly Administered)

CASH DISBURSEMENTS DETAIL			MONTH:	September

CASH DISBURSEMENTS
	DATE	PAYEE	PURPOSE		AMOUNT


		SEE NOTE 1 BELOW



	TOTAL CASH DISBURSEMENTS ¹				$ -


BANK ACCOUNT DISBURSEMENTS
CK#	DATE	PAYEE	PURPOSE		AMOUNT



		SEE NOTE 2 BELOW












	TOTAL BANK ACCOUNT DISBURSEMENTS				$ 131,836,236


TOTAL DISBURSEMENTS FOR THE PERIOD					$ 131,836,236

¹Aside from immaterial petty cash transactions conducted by the stores which are not individually
recorded, the Debtors do not make cash disbursements.

²Debtors process hundreds of individual transactions per week. In many cases these disbursements
relate to confidential pricing agreements with merchandise suppliers or other commercially sensitive information.
Due to the voluminous and confidential nature of this information, Debtors have excluded details from this MOR.
Individual payment line items are available for review on request by the Office of the US Trustee.

					Monthly Operating Report
						CASH BASIS-2


CASE NAME:	Tuesday Morning Corporation, et al.

CASE NUMBER:	20-31476 (Jointly Administered)


BANK RECONCILIATIONS
			Acct #1	Acct #2	Acct #3
A. BANK:		SEE FOLLOWING SCHEDULE OF ACCOUNTS
B. ACCOUNT NUMBER:						TOTAL
C. PURPOSE (TYPE):
1. BALANCE PER BANK STATEMENT						$ 58,206,432
2. ADD: TOTAL DEPOSITS NOT CREDITED						$ -
3. SUBTRACT: OUTSTANDING CHECKS						$ (9,302,392)
4. OTHER RECONCILING ITEMS						$ -
5. MONTH END BALANCE PER BOOKS			$ -	$ -	$ -	$ 48,904,040
6. NUMBER OF LAST CHECK WRITTEN


INVESTMENT ACCOUNTS
			DATE OF	TYPE OF	PURCHASE	CURRENT
BANK, ACCOUNT NAME & NUMBER			PURCHASE	INSTRUMENT	PRICE	VALUE
7.
8.
9.
10.
11. TOTAL INVESTMENTS					$ -	$ -


CASH

12. CURRENCY ON HAND						$ -

13. TOTAL CASH - END OF MONTH						$ 48,904,040

Monthly Operating Report

CASH BASIS-2A

SCHEDULE OF DEBTOR BANK ACCOUNTS

CASE NAME:

Tuesday Morning Corporation, et al.

CASE NUMBER:

20-31476 (Jointly Administered)

Bank

Nature of Account

Account Number

Balance as of September 30, 2020

Wells Fargo

1013

TMI - AP - NACHA ACH

xxx3007

$ -

Wells Fargo

1013

TMP - AP - NACHA ACH

xxx3015

Wells Fargo

1015

TMI - Property Tax

xxx4381

Wells Fargo

1018

TMI - Sale Tax II

xxx3495

253,058

Wells Fargo

1020

TMI Main Disbursement

xxx7526

4,005,578

Wells Fargo

1025

Friday Morning, Inc.

xxx1036

Wells Fargo

1025

TMI - Main Cash Concentration

xxx5063

1,241,804

Wells Fargo

1025

TMP - Main

xxx0097

10,526,747

Bank of America

1025

TMP - DP Payments

xxx5718

Wells Fargo

1032

TMI - Visa/MC

xxx8307

Wells Fargo

1033

TMI - Discover

xxx8299

Wells Fargo

1034

TMI - American Express

xxx7708

Community First National

1045

Store #863 Depository Account

xxx9812

People Bank

1045

Store #984 Depository Account

xxx1340

2,168

Hancock Bank

1045

Store #598 Depository Account

xxx0914

1,703

BBVA/Compass Bank

1045

Stores Depository Account

xxx9325

14,630

Fifth Third Bank

1045

Stores Depository Account

xxx5683

5,400

Regions Bank

1045

Stores Depository Account

xxx0300

26,491

Chase Bank

1045

Stores Depository Account

xxx3000

133,657

PNC Bank

1045

Stores Depository Account

xxx0704

17,590

Wells Fargo

1045

Stores Depository Account

xxx4140

Wells Fargo

1045

Stores Depository Account

xxx4488

Bank of America

1045

Stores Depository Account

xxx1681

43,346

BB&T Bank

1045

Stores Depository Account

xxx5675

31,321

BancFirst Bank

1045

Store #481 Depository Account

xxx6246

100

International Bank of Commerce

1045

Stores #953,#1017, #1077 & #1191 Depository Account

xxx4877

5,079

Citizens Bank

1045

Stores Depository Account

xxx5872

2,886

US Bank

1045

Stores Depository Account

xxx1357

16,878

Key Bank

1045

Stores Depository Account

xxx4743

3,891

Wells Fargo

1056

TMI - ADP - PR Tax & Garnishment

xxx5892

479,272

Wells Fargo

1056

TMP - ADP - PR Tax & Garnishment

xxx5792

15,355

Wells Fargo

1062

TMI - Postage

xxx2195

264,491

Wells Fargo

1070

TMI - Workers Comp

xxx3193

658

Wells Fargo

1082

TMI - UHC Medical

xxx0415

131,815

Wells Fargo

1091

TMI - CIGNA Dental/STD

xxx6906

157,547

Wells Fargo

1094

TMI - Tax Saver - FSA

xxx1184

JPMorgan Chase Bank

1099

Cash Holding Account

xxx7366

40,824,936

Wells Fargo

1100

Wells Fargo Brokerage Services

xxx6142

$ 58,206,432

Note 1: Excludes individual store depository accounts, which are swept into Intermediate Store Depository Accounts included

above. For more information, see the Debtors' Cash Management Motion [Dkt 10]

Note 2: Book to bank reconciliation of each of the Debtors' bank accounts are performed in the ordinary course of business on

a monthly basis. Additional support for each of these accounts is available for review on request by the Office of the US Trustee.

				Monthly Operating Report
					CASH BASIS-3


CASE NAME:	Tuesday Morning Corporation, et al.

CASE NUMBER:	20-31476 (Jointly Administered)

ASSETS OF THE ESTATE

SCHEDULE "A"		SCHEDULE AMOUNT	31-Jul-20	31-Aug-20	30-Sep-20
REAL PROPERTY		SCHEDULE AMOUNT
1. HQ AND DISTRIBUTION CENTER (AT NBV)		$ 22,293,977	$ 19,544,476	$ 19,436,855	$ 19,310,448
2.
3.
4. OTHER (ATTACH LIST)
5. TOTAL REAL PROPERTY ASSETS		$ 22,293,977	$ 19,544,476	$ 19,436,855	$ 19,310,448
SCHEDULE "B"
PERSONAL PROPERTY
1. CASH ON HAND		$ 580,900	$ 480,044	$ 421,944	$ 415,900
2. CHECKING, SAVINGS, ETC.		$ 16,047,077	$ 63,925,497	$ 63,842,866	$ 48,904,040
3. SECURITY DEPOSITS		$ 806,583	$ 893,572	$ 893,582	$ 893,771
4. HOUSEHOLD GOODS
5. BOOKS, PICTURES, ART
6. WEARING APPAREL
7. FURS AND JEWELRY
8. FIREARMS & SPORTS EQUIPMENT
9. INSURANCE POLICIES
10. ANNUITIES
11. EDUCATION
12. RETIREMENT & PROFIT SHARING
13. STOCKS
14. PARTNERSHIPS & JOINT VENTURES
15. GOVERNMENT & CORPORATE BONDS
16. ACCOUNTS RECEIVABLE		$ 889,577	$ 970,520	$ 882,131	$ 941,532
17. ALIMONY
18. OTHER LIQUIDATED DEBTS
19. EQUITABLE INTERESTS
20. CONTINGENT INTERESTS
21. OTHER CLAIMS		$ 5,374,800	$ 11,922,685	$ 10,668,532	$ 6,692,168
22. PATENTS & COPYRIGHTS ¹		$ -	$ -	$ -	$ -
23. LICENSES & FRANCHISES ¹		$ -	$ -	$ -	$ -
24. CUSTOMER LISTS ¹		$ -	$ -	$ -	$ -
25. AUTOS, TRUCKS & OTHER VEHICLES		$ 23,943	$ 21,723	$ 20,983	$ 20,242
26. BOATS & MOTORS
27. AIRCRAFT
28. OFFICE EQUIPMENT		$ 15,234,482	$ 15,639,420	$ 14,908,286	$ 14,305,714
29. MACHINERY, FIXTURES & EQUIPMENT		$ 65,973,947	$ 32,193,929	$ 31,668,020	$ 30,794,371
30. INVENTORY		$ 217,542,264	$ 101,376,974	$ 100,774,166	$ 108,100,621
31. ANIMALS
32. CROPS
33. FARMING EQUIPMENT
34. FARM SUPPLIES
35. OTHER (ATTACH LIST)
36. TOTAL PERSONAL PROPERTY ASSETS		$ 322,473,572	$ 227,424,364	$ 224,080,510	$ 211,068,359
37. TOTAL ASSETS		$ 344,767,549	$ 246,968,840	$ 243,517,365	$ 230,378,807

¹ Value of intellectual property and intangibles is excluded as Undetermined,

				Monthly Operating Report
					CASH BASIS-4

CASE NAME:	Tuesday Morning Corporation, et al.

CASE NUMBER:	20-31476 (Jointly Administered)

				MONTH:	September
LIABILITIES OF THE ESTATE

PREPETITION		SCHEDULE AMOUNT
LIABILITIES		SCHEDULE AMOUNT	PAYMENTS
1. SECURED ¹		$ 39,210,220	$ 39,110,220
2. PRIORITY ²		$ -
3. UNSECURED ^{3, 4}		$ 107,241,762	$ 3,259,906
4. OTHER (ATTACH LIST)
5. TOTAL PREPETITION LIABILITIES		$ 146,451,982	$ 42,370,126


POSTPETITION		DATE	AMOUNT	DUE	AMOUNT
LIABILITIES		INCURRED	OWED	DATE	PAST DUE
1. FEDERAL INCOME TAXES
2. FICA/MEDICARE
3. STATE TAXES
4. REAL ESTATE TAXES
5. OTHER TAXES (ATTACH LIST)
6. TOTAL TAXES		Various	$ -	Various	$ -
OTHER POSTPETITION LIABILITIES INCLUDING TRADE CREDITORS (LIST NAMES OF CREDITORS)
7.
8. Total Post-Petition Accounts Payable		Various	$ 8,928,963	Various	$ -
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19. (IF ADDITIONAL ATTACH LIST)
20. TOTAL OF LINES 7 - 19			$ 8,928,963		$ -
21. TOTAL POSTPETITION LIABILITIES			$ 8,928,963		$ -

¹ Debtors have repaid the Pre-Petition ABL to the required minimum balance of $100,000. Furthermore,
as of September 30, 2020 the Debtors have no outstanding borrowings against either their Post-Petition ABL DIP
or their DIP Term Loan.

² The Debtors did not list any Priority liabilities in their Schedules of Assets and Liabilities. Debtors received authority
to make payments on account of Pre-Petition Wages and related employee benefits and certain Pre-Petition Taxes
Because the authority granted is sufficient to satisfy all known such liabilities, the Debtors do not believe that they have
exposure to Priority Claim Liabilities.

³ Payments against unsecured liabilities represent payments made under authority granted in the Debtors' Trade Order
to certain foreign vendors, shippers and warehousemen and miscellaneous lien claimants.

⁴ Debtors' negotiations with its Landlords are on-going and, consequently, certain waivers of pre-petition rent obligations
are expected but not yet fully quantified. Debtors will include these reductions as "payments" against corresponding
unsecured rents once these amounts are agreed and quantified.

				Monthly Operating Report
				CASH BASIS-4A

CASE NAME:	Tuesday Morning Corporation, et al.

CASE NUMBER:	20-31476 (Jointly Administered)

				MONTH:	September
ACCOUNTS RECEIVABLE AGING
		SCHEDULE AMOUNT	MONTH	MONTH	MONTH
		SCHEDULE AMOUNT
1. 0 - 30
2. 31 - 60		See Note 1 Below
3. 61 - 90
4. 91 +
5. TOTAL ACCOUNTS RECEIVABLE		$ -	$ -	$ -	$ -
6. AMOUNT CONSIDERED UNCOLLECTIBLE
7. ACCOUNTS RECEIVABLE (NET)		$ -	$ -	$ -	$ -


AGING OF POSTPETITION TAXES
AND PAYABLES		0 - 30	31-60	90+	Total
TAXES PAYABLE		DAYS	DAYS	DAYS
1. FEDERAL					$ -
2. STATE					$ -
3. LOCAL					$ -
4. OTHER (ATTACH LIST)					$ -
5. TOTAL TAXES PAYABLE		$ -	$ -	$ -	$ -

6. ACCOUNTS PAYABLE		$ 8,928,963	$ -	$ -	$ 8,928,963

STATUS OF POSTPETITION TAXES
		BEGINNING	AMOUNT		ENDING
		TAX	WITHHELD	AMOUNT	TAX
FEDERAL		LIABILITY	OR ACCRUED	PAID	LIABILITY
1. WITHHOLDING					$ -
2. FICA-EMPLOYEE					$ -
3. FICA-EMPLOYER					$ -
4. UNEMPLOYMENT					$ -
5. INCOME					$ -
6. OTHER (ATTACH LIST)					$ -
7. TOTAL FEDERAL TAXES		$ -	$ -	$ -	$ -
STATE AND LOCAL					$ -
8. WITHHOLDING					$ -
9. SALES					$ -
10. EXCISE					$ -
11. UNEMPLOYMENT					$ -
12. REAL PROPERTY					$ -
13. PERSONAL PROPERTY					$ -
14. OTHER (ATTACH LIST)					$ -
15. TOTAL STATE & LOCAL		$ -	$ -	$ -	$ -
16. TOTAL TAXES		$ 644	$ -	$ 644	$ -

NOTE: The Debtors were granted authority under their Tax Order [Dkt 97] to pay certain pre-petition taxes in the
ordinary course of business. To the best of Debtors' information and belief, Debtors are current and remain current
in their payment of all taxes included in the tables above.

¹ Debtors' sales are conducted in real-time in-store. The Debtors do not offer credit to customers and therefore do
not have material Accounts Rec