Exhibit 99.1
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: EBHI Holdings, Inc. Case No. : 0912099
Debtor
Reporting Period: Nov 1 - Nov 28, 2009
MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
Affidavit/Supplement Attached
Schedule of Cash Receipts and Disbursements MOR-l No Note I
Bank Reconciliation MOR-la Yes
Schedule of Professional Fees Paid MOR- lb No Note 2
Copies of bank statements No Note 2
Cash disbursements journals No Note 2
Statement of Operations MOR-2 Yes
Balance Sheet MOR-3 Yes
Status of Post-Petition Taxes MOR-4 No Note 2
Copies of IRS Form 6123 or payment receipt No Note 2
Copies of tax returns filed during reporting period No Note 2
Summary of Unpaid Post-Petition Debts MOR-4 No Note 2
Listing of aged accounts payable MOR-4 No Note 2
Accounts Receivable Reconciliation and Aging MOR-5 No Note 2
Debtor Questionnaire MOR-5 Yes
Notes:
(1) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Amargosa, Inc. Monthly Operating Report,
(2) Requested information is not applicable to reporting entity.
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
Signature of Authorized individual* Date
Brent I. Kugman Chief Restructuring Officer
Printed Name of Authorized Individual Title of Authorized Individual
Authorized individual must be an officer director or shareholder if debtor is a corporation a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
In re: EBHI Holdings, Inc. Case No.: 09-12099
Debtor Reporting Period: Nov 1—Nov 28, 2009
FOOTNOTES
The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).
The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.
Reflected in this report is the August 3,2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet. Final adjustments to the purchase price are anticipated to be recorded in the December 2009 report.
Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post- petition amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.
Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.
The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.
Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.
In re: EBHI holdings, Inc. Case No.: 09-12099
Debtor
Reporting Period: Nov 1 - Nov 28, 2009
MOR- I A: BANK RECONCILIATIONS
Bank Name
Account Description
Account Number
Balance
LaSalle Global I rust Services (I)
Segregated Deposit Account escrow XX3248 $ —
LaSalle Global trust Services (I) Resolved Cure Escrow
XX3273 949,148
Unresolved Cure Escrow XX3275 679,966
LaSalle Global Trust Services (I) Partially Paid Cure Escrow XX3274 146,456
Lease Cure Escrow XX3272 2,469,410
LaSalle Global ‘trust Services (I) Working Capital Escrow XX3276 10,010,500
LaSalle Global Trust Services (I) Carve Out Escrow XX3277 7,0l7262
(1) Amount is included in Prepaid Expenses on MOR -3: Balance Sheet.
I attest that each of the Debtors’ corporate bank accounts is reconciled to monthly bank statements, The Company’s standard practice is to ensure that each corporate bank account Is reconciled to monthly bank statements for each calendar month within 30 days oiler month end SLC attached listing of each of the Debtors’ bank accounts and the book balance of the account an of the end of the fiscal month covered by this report
Brent I. Kugman
Authorized Representative
Printed Name of Authorized Representative
In re: EBHI Holdings, Inc.
Case No.: 09-12099
Debtor
Reporting Period: Nov 1 - Nov 28, 2009
Debtor
MOR-2: STATEMENT OF OPERATIONS
Current Month
Cumulative Filing to Date
REVENUES
Net Revenue $ —
Operating Expenses
Cost of Goods Sold, Including Buying and Occupancy —
Selling, General and Administrative Expenses
Operating Income
OTHER INCOME AND EXPENSES
Interest Expense — (321,190)
Other Income (Expense), Net
Net Profit (Loss) Before Reorganization Items 321,190
REORGANIZATION ITEMS
professional Fees
U.S. Trustee Quarterly Fees
Estimated Claims Adjustments 52,575,585
Interest Earned on Accumulated Cash from Chapter 11
Loss / (Gain) from Sale of Equipment (3.070,611)
Other Reorganization Expenses
Total Reorganization Expenses Income Taxes 49,504,974
Net Profit (Loss) $ — $ (49,183,784)
In re: EBHI Holdings, Inc. Case No.: 09-12099
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-3: BALANCE SHEET
ASSETS
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
CURRENT ASSETS
Unrestricted Cash and Equivalents $—
Accounts Receivable (Net)
Inventories
Prepaid Expenses 21,272,742 Professional Retainers -
TOTAL CURRENT ASSETS 21.272,742 -
PROPERTY AND EQUIPMENT
Property and Equipment 1,459,000
OTHER ASSETS
Other Assets (see attached schedule) 199,226,222 215,160,000
TOTAL OTHER ASSETS 199,226,222 215,160,000
TOTAL ASSETS $ 220,498,964 216.619000
LIABILITIES AND OWNER EQUITY
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition)
Accounts Payable $—
Taxes Payable
Wages Payable
Rent / Leases—Building/Equipment
Professional Fees
Secured Debt / Adequate Protection Payments
Other Post-Petition Liabilities
TOTAL POST-PETITION LIABILITIES
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)
Secured Debt/ Adequate Protection Payments
Priority Debt 75,000,000 22,424,000
Unsecured Debt 1,260,778 451,000
TOTAL PRE-PETITION LIABILITIES 76,260,778 22,875,000
TOTAL LIABILITIES 76,260,778 22,875,000
OWNER EQUITY Capital Stock 308,522 309,000
Additional Paid-In Capital 632,393,873 632,394,000
Retained Earnings - Pre-Petition (438,959,235) (438,959,000)
Retained Earnings - Post-Petition 632,393,873 (49,504,974)
NET OWNER EQUITY 144,238,186 193,744,000
TOTAL LIABILITIES AND OWNERS’ EQUITY $ 220,498 964 $ 216,619,000
In re: EBHI Holdings, Inc. Debtor
MOR-3: BALANCE SHEET (Continuation Sheet)
Case No. : 09-12099
Reporting Period: Nov 1 - Nov 28, 2009
ASSETS
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
OTHER CURRENT ASSETS
OTHER ASSETS
Intercompany receivables from affiliates $ 198,626,222 $ 214,560,000
Investment in subsidiaries 600,000
199,226,222
215,160,000
LIABILITIES AND OWNER EQUITY
OTHER POST-PETITION LIABILITIES
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
In re: EBHI Holdings, Inc.
MOR-5: DEBTOR QUESTIONNAIRE
Case No.: 09-12099
Reporting Period: Nov 1—Nov 28, 2009
Debtor
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.
3. Have all post-petition tax returns been timely filed? If no, provide an explanation below.
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.
5. Has any bank account been opened during the reporting period? If yes. provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 400 1-3.
X
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
in re: Amargosa, Inc. Debtor
Case No.: 09-12100
Reporting Period: Nov 1—Nov 28, 2009
MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
Affidavit/Supplement Attached
Schedule of Cash Receipts and Disbursements MOR-l Yes
Bank Reconciliation MOR-la Yes
Schedule of Professional Fees Paid MOR-Ib No Note I
Copies of bank statements No Note 2
Cash disbursements journals No Note 2
Statement of Operations MOR-2 Yes
Balance Sheet MOR-3 Yes
Status of Post-Petition Taxes MOR-4 Yes
MOR-4a & 4b
Copies of IRS Form 6123 or payment receipt No Note 2
Copies of tax returns filed during reporting period No Note 2
Summary of Unpaid Post-Petition Debts MOR 4 Yes
Listing of aged accounts payable MOR-4 No Note 2
Accounts Receivable Reconciliation and Aging MOR-5 No Note I
Debtor Questionnaire MOR-5 Yes
Notes:
(I) Requested information is not applicable to reporting entity.
(2) Due to system constraints and/or the volume of records, UST has agreed to waive requirement to provide requested information.
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
Signature of Authorized Individual* Date
Brent I. Kugman
Printed Name of Authorized Individual
Chief Restructuring Officer Title of Authorized Individual
Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
In re: Amargosa, Inc. Case No.: 09-12100
Debtor Reporting Period: Nov 1—Nov 28, 2009
FOOTNOTES
The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).
The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.
Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet. Final adjustments to the purchase price are anticipated to be recorded in the December 2009 report.
Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post- petition amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.
Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.
The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.
Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been filly evaluated.
In re: Amargosa, Inc. Debtor
Case No. : 09-12 100
Reporting Period: Nov 1—Nov 28, 2009
MOR-1: CONSOLIDATED SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
CURRENT MONTH
ACTUAL
PROJECTED(2)
CUMULATIVE FILING TO DATE
ACTUAL PROJECTED(2)
BEGINNING CASH $ 12,710,721 $ 3,677,900 $—
RECEIPTS
CASH SALES 107137,714
LOANS AND ADVANCES (1) (5,337,303)
CLOSING DAY FUNDS 39,664,379
LCs RELEASED 43,304 1.099,671
CLOSING DAY ESCROWS 946,757 9,708,563
TAX REFUNDS 9,287 277.829
PREPAID INSURANCE—UNEARNED PREMIUMS 340,624 342,829
UTILITY DEPOSIT ADEQUATE ASSURANCE 648,500
OTHER ESCROWS 983,069
OTHER MISC 16,229
TOTAL RECEIPTS 2,971,541 154,541,481
DISBURSEMENTS
PAYROLL & BENEFITS 33,252,996
MERCHANDISE PAYMENTS 25,674,185
RENT & OCCUPANCY
OTHER OPERATING
CAPITAL EXPENDITURES
TAXES 16,026,836 20,860,757 1,256,383
124,924 2,346,278
CASH SWEEP FROM ASSET SALE
PROFESSIONAL FEES
FINANCING COSTS 720,063 98,548 4,700,998 2,961,830
UTILITY DEPOSITS 724,098
CONTRIBUTION TO CLOSING DAY ESCROWS 4,613,180
OTHER NON-ORDINARY COURSE
Banking, ESCROW & OTHER MISC EXPENSES
WORKERS COMP & BENEFIT WIND-DOWN EXPENSE 8,531,613 98,464
103,805 183 27,952 1,386,758 20,489,835
TERM LENDER DISTRIBUTION
RESOLVED CURE ESCROW 18,250 1,380,071
UNRESOLVED CURE ESCROW 1,199,093
PARTIALLY PAID CURE ESCROW 587,793
LEASE CURE ESCROW 14,726 21,159
WORKING CAPITAL ESCROW 5,500 CARVE-OUT ESCROW 395,472 5,978,388
CHANGE IN FLOAT 488,214 (6,300,153)
TOTAL DISBURSEMENTS 2,625,540
NET CASHFLOW 346,001 19,378,822
ENDING CASH (3) $ 13,056,722 $— $13,056,722
Notes:
(1) |
| Loans and Advances are net of any revolver pay downs. |
(2) Previously provided projections are no longer relevant for comparison purposes given the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings, LLC.
(3) |
| Cash balances exclude amounts related to VEBA Trust and any amounts held in escrow. |
In re: Amargosa, Inc.
Debtor
MOR-1A: BANK RECONCILIATIONS
Case No.: 09-12100 Reporting Period: Nov 1—Nov 28, 2009
BANK NAME Account Description Account Number Balance
Bank of America ex-Photo Shoot (Check Disbursements) XXXXXXO685 $2,728
Bank of America APA Account (Wire/Check Disbursements) XXXXXX655O 1,193,257
Bank of America Estate Funds Account XXXXXX756I -
Bank of America Segregated Deposit Account XXXXXX3642 5,582,975
Bank of America Estate Settlement Account XXXXXX5378 6,277,762
Citibank (1) CIGNA VEBA Imprest XXXX8273 374,979
JP Morgan Chase Bank (l) UHG Benefits Disbursement (VEBA) XXXXX 1970 75,236
LaSalle Global Trust Services (2) Expeditors Escrow Account XX0679 -
(1) VEBA related imprest cash accounts exluded from balance sheet.
(2) Amount is included in Prepaid Expenses on MOR - 3: Balance Sheet.
I attest that each of the Debtor’s corporate bank accounts is reconciled to monthly bank statements. The Company’s standard practice is to ensure that each corporate bank account is reconciled to monthly bank statements for each calendar month within 30 days after month end. See attached listing of each of the Debtors’ bank accounts and the book balance of the account as of the end of the fiscal month covered by this report
Brent I. Kugman
Authorized Representative
Printed Name of Authorized Representative
In re: Amargosa, Inc. Case No.: 09-12100
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
REVENUES Current Month Cumulative Filing to Date
Net Revenue $ - $ 88,019,452
OPERATING EXPENSES
Cost of Goods Sold, Including Buying and Occupancy - 60,701,573
Selling, General and Administrative Expenses 1,144,684 31,331,074
Operating Income (1,144,684) (4,013,195)
OTHER INCOME AND EXPENSES
Interest Expense - 7,161,573
Other Income (Expense), Net (see attached schedule) (22,907) 185,466
Net Profit (Loss) Before Reorganization Items (1,167,590) (10,989,302)
REORGANIZATION ITEMS
Professional Fees 837,500 11,806,013
U. S. Trustee Quarterly Fees 12,500 75,925
Estimated Claims Adjustments (115,085) 18,891,911
Interest Earned on Accumulated Cash from Chapter 11 - -
Loss / (Gain) from Sale of Equipment - 52,068,427
Other Reorganization Expenses - 4,695,817
Total Reorganization Expenses 734,915 87,538,092
Income Taxes 265,713 1,643,492
Net Profit (Loss) $ (2,168,218) $ (100,170,886)
In re: Amargosa, Inc. Case No.: 09-12100
Debtor Reporting Period: Nov 1 - Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
(Continuation Sheet)
BREAKDOWN OF “OTHER” CATEGORY Current Month Cumulative Filing to Date
Other Income
Equity in (earnings) of foreign joint ventures $ - $ 208,264
Investment income - 109
Bank Fee (22,907) (22,907)
$ (22,907) $ 185,466
In re: Amargosa, Inc. Case No. : 09-12100
Debtor Reporting Period: Nov 1 - Nov 28, 2009
MOR-3: BALANCE SHEET
ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE
CURRENT ASSETS
Unrestricted Cash and Equivalents (1) $ 12,961,710 $ 8,720,000
Accounts Receivable (Net) - 18,546,000
Inventories - 108,368,000
Prepaid Expenses 12,088,079 14,676,000
Professional Retainers 209,476 1,641,000
TOTAL CURRENT ASSETS 25,259,265 151,951,000
PROPERTY AND EQUIPMENT
Property and Equipment - 93,385,000
OTHER ASSETS
Other Assets (see attached schedule) 20,070,062 195,614,000
TOTAL OTHER ASSETS 20,070,062 195,614,000
TOTAL ASSETS $ 45,329,327 $ 440 90,000
LIABILITIES AND OWNER EQUITY BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE
LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition)
Accounts Payable $ - $ 1,195,000
Taxes Payable 678,037 4,347,574
Wages Payable 820,231 8,066,000
Rent/ Leases - Building/Equipment - 39,058,000
Professional Fees 3,204,738 -
Secured Debt / Adequate Protection Payments - 41,411,000
Other Post-Petition Liabilities (see attached schedule) 518,755,912 572,709,426
TOTAL POST-PETITION LIABILITIES 523,458,917 666,787,000
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)
Secured Debt / Adequate Protection Payments 42,407,525 177,238,000
Priority Debt - -
Unsecured Debt 37,322,135 53,727,000
TOTAL PRE-PETITION LIABILITIES 79,729,661 230,965,000
TOTAL LIABILITIES 603,188,578 897,752,000
OWNER EQUITY
Capital Stock 500,000 500,000
Retained Earnings - Pre-Petition (448,395,266) (448,396,000)
Retained Earnings - Post-Petition (101,171,512) -
Adjustments to Owner Equity (see attached schedule) (8,792,473) (8,906,000)
NET OWNER EQUITY (557,859,251) (456,802,000)
TOTAL LIABILITIES AND OWNERS’ EQUITY $ 45,329,327 $ 440,950,000
(I) Cash balances exlude amounts related to VEBA Trust and any amounts held in escrow.
In re: Amargosa, Inc. Debtor
Case No.: 09-12100
Reporting Period: Nov 1 - Nov 28, 2009
MOR-3: BALANCE SHEET
(Continuation Sheet)
ASSETS OTHER CURRENT ASSETS BOOK AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
OTHER ASSETS
Goodwill $ - $ 43,175,000
Trademarks - 105,110,000
licensing agreements - 11,667,000
investment in subsidiaries 20,070,062 20,070,000
investment in foreign joint venture (EB Japan) - 7,131,000
Deferred financing fees - 2,636,000
Capitalized software - 5,825,000
20,070,062 195,614,000
LIABILITIES AND OWNER EQUITY OTHER POST-PETITION LIABILITIES BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE
Bank overdraft $ - $ 3,252,000
Deferred tax liabilities (current & non-current) - 41,375,000
Intercompany payables to affiliates 513,900,999 508,742,000
Sales, payroll and business taxes - 425,426
Allowance for sales returns - 6,015,000
Gift certificates & deferred revenues - 3,183,000
Other accrued expenses 426,354 6,414,000
Non-current post-retirement liabilities 3,303,075 3,303,000
Purchase Price Adjustment Accrual (1) 1,125,484 -
518,755,912 572,709,426
ADJUSTMENTS TO OWNER EQUITY
OCI - Foreign currency translation adjustments and other post retirement I $ (8,792,474) $ (8,906.000)
Notes:
(1) Based on “Notice Pursuant to Section 3.2(b) of Asset Purchase Agreement” sent by Everest Holdings, LLC dated Oct 12, 2009. Amount subject to further review
In re: Amargosa, Inc. Debtor
MOR-4: STATUS OF POST-PETITION TAXES
Case No.: 09-12100 Reporting Period: Nov 1 - Nov 28, 2009
FEDERAL Beginning Tax Liability Amount Withheld or Accrued Amount Paid Date Paid Check or EFT Ending Tax Liability
Withholding $- $ 781 $ (781) Various Various $ -
FICA-Employee - - - N/A N/A -
FICA-Employer - - - N/A N/A -
Unemployment - - - N/A N/A -
Income tax - - - N/A N/A -
Total Federal Taxes $ - $ 781 $ (781) $ -
STATE AND LOCAL
Withholding $ - $ - - N/A N/A -
Sales&Use 33,581 10 (33,591) 11/3/2009 ETF -
Excise 7,546 (2,243) (3,894) Various Various 1,410
Unemployment - - - N/A N/A -
Real Property 46,618 - - N/A N/A 46,618
Personal Property 265,627 67,683 (86,658) Various Various 246,652
lncome: tax 108,357 275,000 - N/A N/A 383,357
Franchise - - - N/A N/A -
Total State and Local Taxes $ 461,730 $ 340,450 $ (124,143) $ 678,037
Sales and use tax returns have been filed in accordance with the Company’s tax payment schedule (See attached Schedule MOR4 -B) Any payments remitted have been incorporated into the Schedule of Cash Receipts and Disbursements at MOR-l.
Adjustments to Amounts Withheld or Accrued include liabilities assumed and/or paid by the Buyer.
Authorized Representative Brent I. Kugman
Printed Name of Authorized Representative
NUMBER OF DAYS PAST DUE
MOR-4: SUMMARY OF UNPAID POST-PETITION DEBTS
Current 0.3 31-60 61-90 Over 90 Total
Taxes Payable 678,037 - - - - 678,037
Professional Fees 3,204,738 - - - - 3,204,738
Non-current post-retirement liabilities 3,303,075 - - - - 3,303,075
Intercompany payables to affiliates 513,900,999 - - - - 513,900,999
Other accrued expenses 426,354 - - - 426.354
Wages payable 820,231 - - - - 820,231
Purchase Price Adjustment Accrual (1) 1,125,484 - - - - 1,125,484
Total Post-Petition Debts $ 523,458,917 $ - $ - $ - $- $ 523,458,917
In re: Amargosa, Inc. Case No.: 09-12100
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR 4A: VERIFICATION OF TAX PAYMENTS
FEDERAL vendor Name Amount Payment Payment Date EFT/check
Withholding Ceridien Payroll Trust 381 11/20/09 ETF
Withholding Ceridien Payroll Trust 401 11/20/09 ETF
Total Federal $ 781
PERSONAL PROPERTY TAX
Personal Property Tax Marion County 71 11/11/2009 Check
Personal Property Tax Marion County 2.899 11/11/2009 Check
Personal Property Tax County Of Albemarle 73 11/11/2009 Check
Personal Property Tax Dawson County 1,387 11/11/2009 Check
Personal Property Tax St Johns County Tax 349 11/11/2009 Check
Personal Property Tax Clatsop County Oregon 51 11/11/2009 Check
Personal Property Tax Washington County 263 11/11/2009 Check
Personal Property Tax Multnomah County Tax Collector 508 11/11/2009 Check
Personal Property Tax Lincoln County 66 11/11/2009 Check
Personal Property Tax Clackamas County Tax Collector 86 11/11/2009 Check
Personal Property Tax Deschutes County Tax 45 11/11/2009 Check
Personal Property Tax santa Fe County Treasure 113 11/11/2009 Check
Personal Property Tax Jackson County 59 11/11/2009 Check
Personal Property Tax Jefferson County Sheriff 208 11/20/2009 Check
Personal Property Tax Orange County Tax Collector 2,865 11/20/2009 Check
Personal Property Tax City Of Harrisonburg 633 11/20/2009 Check
Personal Property Tax Walton County Tax Collector 219 11/20/2009 Check
Personal Property Tax Town Of Queenstown 111 11/20/2009 Check
Personal Property Tax County Of Henrico 224 11/20/2009 Check
Personal Property Tax Town Of Kittery 58 11/20/2009 Check
Personal Property Tax Bernalillo County Treasurer 1,862 11/20/2009 Check
Personal Property Tax Howard County Treasurer 1,716 11/20/2009 Check
Personal Property Tax Hillsborough County 291 11/20/2009 Check
Personal Property Tax Washington County Treasurer 65 11/20/2009 Check
Personal Property Tax Bexar County 3,856 11/20/2009 Check
Personal Property Tax City Of Gaffney 153 11/20/2009 Check
Personal Property Tax Lee County Tax Collector 590 11/20/2009 Check
Personal Property Tax Baltimore County 156 11/20/2009 Check
Personal Property Tax Santa Clara County 67,683 11/23/2009 Check
Total Personal Property Tax $ 86,658
SALES& USE Sales & Use State of California 33,591 11/03/09 ETF
Total Sales & Use $ 33,591
EXCISE TAX
Excise Tax Commonwealth of Virginia 143 11/3/2009 Check
Excise Tax Ohio Dept. of Taxation 3,751 11/4/2009 Check
Total Excise $ 3,894
In re: Amargosa, Inc. Case No.: 09-12100
Debtor Reporting Period: Nov 1 - Nov 28, 2009
MOR 4B: SUMMARY OF TAX RETURNS FILED DURING REPORTING PERIOD
TAXING AUTHORITY State Type of Tax Due Date
Ohio Dept. of Taxation OH Gross Receipts 11/09/09
State of Texas TX Income Tax 11/15/09
In re: Amargosa, Inc. Case No. : 09-12100
Debtor Reporting Period: Nov 1- Nov 28, 2009
MOR-5: DEBTOR QUESTIONNAIRE
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. x
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. x
3. Have all post-petition tax returns been timely filed? If no, provide an explanation below. x
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. x
5. Has any bask account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.(1) x
UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE
In re: Gobi Fulfillment Services, Inc. Case No. 09-12101
Debtor Reporting Period: Nov 1 - Nov 28, 2009
MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit / Supplement Attached
Schedule of Cash Receipts and Disbursements MOR-1 No Note I
Bank Reconciliation MOR-1a No Note 2
Schedule of Professional Fees Paid MOR-lb No Note 2
Copies of bank statements No Note 3
Cash disbursements journals No Note 3
Statement of Operations MOR-2 Yes
Balance Sheet MOR-3 Yes
Status of Post-Petition Taxes MOR-4 Yes
Copies of IRS Form 6123 or payment receipt No Note 3
Copies of taxreturns filed during reporting period No Note 3
Summary of Unpaid Post Petition Debts MOR-4 Yes
Listing of aged accounts payable MOR-4 No Note 3
Accounts Receivable Reconciliation and Aging MOR-5 No Note 2
Debtor Questionnaire MOR-5 Yes
Notes:
(l) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Amargosa, Inc. Monthly Operating Report.
(2) Requested information is not applicable to reporting entity.
(3) Due to system constraints and/or the volume of records, UST has agreed to waive requirement to provide requested information.
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
Signature of Authorized Individual* Date
Brent I. Kugman Chief Restructuring Officer
Printed Name of Authorized individual Title of Authorized Individual
* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
In re: Gobi Fulfillment Services, Inc. Case No.: 09-12101
Debtor Reporting Period: Nov 1—Nov 28, 2009
FOOTNOTES
The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or othenvise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).
The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.
Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet. Final adjustments to the purchase price are anticipated to be recorded in the December 2009 report.
Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post- petition amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.
Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.
The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.
Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.
In re: Gobi Fulfillment Services, Inc. Case No. : 09-12101
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
- Current Cumulative
REVENUES — Tvlonth Filing_to_Date
INetRevcnue Is -j 5 3,191,224 I
Cost of Goods Sold, Including Buying and Occupancy
-
595.014
Selling, General and Administrative Expenses
-
2,584,451
Operating Income
11,759
LOTBIER INCOME AND EXPENSES
Interest Expense
Other Income (Expense). Net
-
-
Net Prolit (Loss) Ilefore Reorganization Items
-
11,759
REORG4NIZATIONITEMS
Professional Fees
-
U. S. Trustee Quarterly Fees
-
-
Estimated Claims Adjustments
(1,341)
Interest Earned on Accumulated Cash from Chapter 11
.
Loss / (Gain) from Sale of Equipment
-
21,779,215
Other Reorganization Expenses
-
(2,275,250)
Total Reorganization Expenses
-
19,502,624
Income Taxes
-
-
Net Profit (Loss)
$ -
$ (19,490,865)
In re: Gobi Fulfillment Services, Inc. Case No.: 09-12101
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-3: BALANCE SHEET
%,SI i’ Ittti)KIIl II”,I) I)OkIII ‘\
II ( t .\ I P1 I’I’I’I( )” i
‘.I.’,’,I.v.I. ..•i.••,c ItII’()ItI IN ,1(INJII
UnrestrictedCashandEquivalents
$ -
$ 598,000
Accounts Receivable (Net)
-
124,000
nventories
-
Prepaid Expenses
-
540,000
Professional Retainers
-
-
TOTAL CURRENTASSETS
1,262,000
PROPERTY AN]) EQUIPMENT
Property and Equipment I—I 51,326,000
LOTRER ASSETS . . . .
Other Assets (see attached schedule) 38,066,801 8626,000
TOTAL OTHER ASSETS 38,066,801 8,626,000
TOTAL ASSETS .—. . $ 38,066 801 .$ 61.214,000
1LBHJENDowEQ(i1 . . .— , ‘• BOOK VALUEATEND 1$OOI(VALIJE ON’
PETITION DATE
Lid fliT ITfl 1%TOTcFIRJECT TO roIliPRO)w7cF (pp,jfffi,,, . REPORTING MONTR
AccountsPayable . ,
$ -. -
$
131,000
axes Payable
930,570
954,000
Waggayable
-
3,127,000
ent / Leases—Building/Equipment
rofessional Fees
-
-
ecured Debt! Adequate Protection Payments
-
Other Post-Petition Liabilities (see attached schedule)
146,019
499,000
OTAL POST-PET! TION LIABILITIES
1,076,589
4,711,000
LL4BILITIES SUBJECT To COMJ’ROMISE (Pre Pehtwn)
Secured Debt / Adequate Protection Payments
-
-
Priority Debt
-
.
Unsecured Debt
222,964
246,000
TOTAL PRE-PETITION LIABILITIES
ITO TAL LIABILITIES . ,
222,964
1,299,553
246,000
4,957,000
‘OWNER EQUITY
Capital Stock
1,000
1,000
Retained Earnings—Pre-Petition
(11,755
(12,000)
Retained Earnings—Post-Petition Additional Paid-In Capital
(19,490,865’)
56,268,869
56,268,000
NET OWNER EQUITY
36,767,248
56,257,000
TOTAL LIABOLIUES AND OWNERS’ EQUH’Y 5 38,066,801 S 61,214,000
In re: Gobi Fulfillment Services, Inc.
Debtor
Case No.: 09-12101
Reporting Period: Nov 1 – Nov 28, 2009
Mor-3: BALANCE SHEET
(Continuation Sheet)
ASSETS
OTHER CURRENT ASSETS
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
OTHER ASSETS
Intercompany receivables from affiliates
$ 38,066,801
$ 8,626,000
LIABILITIES AND OWNEER
OTHER POST-PETITION LIABILITIES
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETIION DATE
In re: Gobi Fulfillment Services, Inc.
Debtor
MOR-4: STATUS OF POST-PETITION TAXES
Case No.: 09-12101 Reporting Period: Nov 1—Nov 28, 2009
• Beginning Amount
T Withheld or Amount l)aW Cheek No. Lodlug
,rrlwu . Liability Accrued Vaid Paid or EFT
Liability
[WIiiholding
S -
S -
S •
N/A
N/A S
-
FICA-Employac
-
-
-
N/A
N/A
-
RCA-Employer
-
-
-
N/A
N/A
-
Unemployment
-
-
-
N/A
N/A
-
Income lax
.
N/A
N/A
•
Savings I3ond
-
-
-
N/A
N/A
-
Total Federal Taxes
$
$ -
$ -
$
-
STATh AND LOCAL
Withholding
$ -
S *
S -
N/A
N/A S
-
Sales& Use
-
-
-
N/A
N/A
-
Excise
-
-
-
N/A
N/A
-
Unemloyrnent
-
-
-
N/A
N/A
-
Real Propey
930,570
-
-
N/A
N/A
930,570
Prsonal Pioperty
-
-
-
N/A
N/A
-
Income tax
-
-
-
N/A
N/A
-
Total State and Local Taxes
$ 930,571)
S -
S -
S
930,570
Sales and use tax returns have been filed in accordance with the Company’s tax payment schedule (Sec attached Schedule MOR4 -13.) Any payments remitted have been incorporated into the Schedule of Cash Receipts and Disbursements at MOR-l, Adjustments to Amounts Withheld or Accrued include liabilities assumed and/or paid by the Buyer.
Authorized Representative
Brent 1. Kugman Printed Name of Authorized Representative
NUMBER OF DAYS PAST DUE
31-60 61-90
Current
0-30
Ov
r 90
Total
Accrued Expenses
S
146,019
$
-
$
-
$
-
$
-
$
146,019
Taxes Payable
930,570
-
-
-
-
930,570
Total Post-Petition Debts
S
1,076,589
$
-
$
-
$
-
$
-
$
1,076,589
1540R-4: SUMMARY OF UNPAID POST-PETITION DEBTS
In re: Gobi Fulfillment Services, Inc.
Debtor
MOR-5: DEBTOR QUESTIONNAIRE
Case No.: 09-12101
Reporting Period: Nov 1—Nov 28, 2009
Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.
.
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.
X
3. Have all post-petition tax returns been timely filed? If no, provide an explanation below.
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.
X
5. Has any bank account been opened during the reporting period? If yes, provide documentation identitying the opened account(s). If an investment account has been opened provide_the_required_documentation_pursuant to the Delaware Local Rule 4001-3.
X
UNITED STATES BANKRUPTCY COURT
DISTRECT OF DELAWARE
in re: Arabian Diversified Sales, LLC. Debtor
MONTHLY OPERATING REPORT
Case No.: 09-12103
Reporting Period: Nov 1—Nov 28, 2009
Affidavit I
Document Explanation Supplement
REOUIRED DOCUMENTS Form No. Attached Attached Attached
Schedule of Cash Receipts and Disbursements
MOR-l
No
Note I
Bank Reconciliation
MOR-la
No
Note 2
Schedule of Professional Fees Paid
MOR- lb
No
Note 2
Copies of bank statements
No
Note 2
Cash disbursements journals
No
Note 2
Statement of Operations
MOR-2
Yes
Balance Sheet
MOR-3
Yes
Status of Post-Petition Taxes
MOR-4
No
Note, 2
Copies of IRS Form 6123 or payment receipt
No
Note2
Copies of tax returns filed during reporting period
No
Note 2
Summaty of Unpaid Post Petition Debts
MOR-4
No
Note 2
Listing of aged accounts payable
MOR-4
No
Note 2
Accounts Receivable Reconciliation and Aging
MOR-5
No
Note 2
Debtor Questionnaire
MOR-5
Yes
Notes:
(I) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Atnargosa, Inc Monthly Operating Report. (2) Requested information is not applicable to reporting entity.
I deelareunder penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
signature of Aifthorized )ndividual*
Date
Brent 1. Kugman
Printed Name of Authorized Individual
Chief Restructuring Officer Title of Authorized Individual
Authorized individual must be an oiIiccr,director or shareholder if debtor isa corporation; a partner if debtor
is a partnership; a manager or member if debtor is a litnited liability company.
In re: Arabian Diversified Sales, LLC. Case No.: 09-12103
Debtor Reporting Period: Nov 1—Nov 28, 2009
FOOTNOTES
The information and data included in this report are derived from sources available to EBHT Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such infonnation may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).
The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact fliture results.
Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet. Final adjustments to the purchase price are anticipated to be recorded in the December 2009 report.
Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post- petition amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining defennd rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.
Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.
The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.
Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been hilly evaluated.
In re: Arabian Diversified Sales, EEC. Case No.: 09-12103
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
Current Curnubiuve
REVENUES—Month—Filing to Date
INet Revenue I $ I $ 1,119,562]
OPERATING EXPENSES
I Cost of Goods SoId Includine Buvina and Occuoancv
Selling, General and Administrative Expenses
-
193,930
Operating Income
-
925,632
OTHER INCOME AND EXPENSES
Interest Expense
-
-
Other Income (Expense), Net (see attached schedule)
-
1,003,010
Net Profit (Loss) Before Reorganization Items
-
1,928,642
RUORGANIZATION ITEMS
Professional Fees
.
U. S. Trustee Quarterly Fees
Estimated Claims Adjustments
nterest Earned on Accumulated Cash from Chapter 11
.
Loss / (Gain) from Sale of Equipment
.-
20,114
Other Reorganization Expenses
-
-
Total Reorganization Expenses
-
20,114
Income Taxes
-
-
Net Profit (Loss)
$ -
S1,908,528
In re: Arabian Diversified Sales, LLC. Case No.: 09-12103
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
(Continuation Sheet)
Current Cumulative
BREAKDOWN OF “OTHER” CATEGORY Month Fillng to Date
Othur Income
Interest Income on Intercompany Receivable $—$ 1,003,010
In re: Arabian Diversified Sales, LLC.
Debtor
MOR-3: BALANCE SHEET
Case No. : 09-12 103
Reporting Period: Nov 1—Nov 28, 2009
ASSETS BOOK VALUE AT END BOOK VALUE ON
OF CURRLNT PETITION DATE
‘CURRENT ASSETS REPORTING MONTH
Unrestricted Cash and Equivalents S—S (5.167)
Accounts Receivable (Net)—1,565,000
Inventories
Prepaid Expenses—-
Professional Retainers—-
TOTAL CURRENT ASSETS—1,559,833
PROPERTY AND EQUIPMENT
Property and Equipment I—I -
OTHER ASSETS
Other Assets (see attached schedule) 66,529,940 63,061,167
TOTAL OTHER ASSETS 66,529,940 63,061,167
TOTAL ASSETS $ 66,529,940 S 64.621,000
LIABILITIES AND OWNER EQUITY BOOK VALUE AT END BOOK VALUE ON
LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition) REPORTING MONTH PETITION DATE
Accounts Payable
$ -
S-
-
TOTAL LIABILITIES
OWNER EQUITY
Additional Paid-In Capital
5,247.398
5,247,000
Retained Earnings—Pre-Petition
59,374,014
59,374,000
Retained Earnings—Post-Petition
NET OWNER EQUITY
1,908,528
-
66,529,940
64,621,000
TOTAL LIABILITIES AND OWNERS EQUITY S 66,529,940 S 64,621,000
Taxes Payable
Waces Payable
Rent / Leases—Building/Equipment
Professional Fees
Secured Debt! A
Other Post-Petition Liabilities
TOTAL POST-PETITION LIABILITIES
LIABILITIES SUBJECT TO COMPROMISE (Pre-petition)
Secured Debt/Adequate Protection Payments
Priority Debt
Unsecured Debt
TOTAL PRE-PETITION LIABILITIES
In re: Arabian Diversified Sales, LLC.
Debtor
Case No. : 09-12103
Reporting Period: Nov 1- Nov 28, 2009
MOR-3: BALANCE SHEET
(Continuation Sheet)
ASSETS
OTHER CURRENT ASSETS
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
OTHER/ASSETS
Intercompany receivables from affiliates
$ 66,529,940
$ 63,061,161
LIABILITIES AND OWNER EQUITY
OTHER POST PETITION LIABILITIES
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
In re: Arabian Diversified Sales, LLC.
MOR-5: DEBTOR QUESTIONNAIRE
Case No.: 09-12103
Reporting Period: Nov 1—Nov 28, 2009
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes; provide an explanation below.
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.
X
3. Have all postpetition tax returns been timely filed? If no, provide an explanation below.
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.
5. Has any bank account been opened during the reporting period? If yes, provide documentation Identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.
X
Debtor
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: Gibson Services, LLC. Debtor
MONTHLY OPERATING REPORT
Case No.: 09-12104
Reporting Perlod:,Nov I—Nov 28, 2009
Affidavit
Document Explanation Supplement
REQUIRED DOCUMENTS Form No. Attached Attached Attached
Schedule of Cash Receipts and Disbursements MOR I
No
Note I
Bank Reconciliation MOR-la
No
Note 2
Schedule of Professional Fees Paid MOr-1b
No
Note 2
Copies of batik statements
No
Note 2
Cash disbursements journals
No
Note 2
Statement of Operations MOR-2
Yes
Balance Sheet MOR-3
Yes
Status of Post-Petition Taxes MOR-4
No
Note2
Copies of IRS Form 6123 or payment receipt
No
Note 2
Copies of tax returns filed during reporting period
No
Note 2
Summary of Unpaid Post-Petition Debts MOR-4
Yes
Listing of aged accounts payable MOR-4
No
Note 3
Accounts Receivable, Reconciliation and Aging MOR-5
•No
Note 2
Debtor Questionnaire MOR-5
Yes
Notes:
(I) Cash Receipts and Disbursements have been reported on a Consolidated Basis, Please reference Amargosa, Inc. Monthly Operating Report.
(2) |
| Requested information is not applicable to reporting entity. |
(3) Due to system constraints and/or the volume of records, UST has agreed to waive requirement to provide requested information,
declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief
Signature of Authorized Individual*
Brent I. Kugman
Printed Name of Authorized Individual
Date
Chief Restructuring Officer Title of Authorized Individual
“Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor
is a partncrship; a manager or member if debtor is a limited liability company.
In re: Gibson Services, LLC. Case No.: 09-12104
Debtor Reporting Period: Nov 1—Nov 28, 2009
FOOTNOTES
The information and data included in this report are derived from sources available to EBFU Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).
The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.
Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet. Final adjustments to the purchase price are anticipated to be recorded in the December 2009 report.
Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post- petition amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.
Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.
The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.
Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.
In re: Gibson Services, LLC. Case No.: 09-12104
Debtor Reporting Period: No 1- Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
Current Cumulative
REVENUES Month Filing to Date
Net Revenue $ - $ -
OPERATING EXPENSES
Cost of Goods Sold, Including Buying and Occupancy
-
Selling. General and Administrative Expenses
-
33,575
Operating Income
-
(33,575)
OTHER INCOME AND EXPENSES
Other Income (Expense). Net (see attached schedule)
-
245,027
Interest Expense
-
-
Net Profit (Loss) Before Reorganization Items
-
211,451
REORGANISATION ITEMS
Professional Fees
-
-
U. S. Trustee Quarterly Fees
-
-
‘interest Earned on Accumulated Cash from Chapter 11
-
-
Loss/ (Gain) from Sale of Equipment
-
(12,516,082)
Other Reorganization Expenses
-
Total Reorganization Expenses
-
(12,516,082)
Income Taxes
-
-
Net Prolit (Loss)
$ -
$
12,727,533
In re: Gibson Services, LLC. Case No.: 09-12104
Debtor Reporting Period: Nov 1 - Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
(Continuation Sheet)
Current Cumulative
BREAKDOWN OF “OTHER” CATEGORY Month Filing to Date
Other Income
Interest income on intercompany receivable
$ -
$ 1,003,010
In re: Gibson Services, LLC. Case No.: 09-12104
Debtor Reporting Period: Nov 1 - Nov 28, 2009
MOR-3: BALANCE SHEET
ASSETS CURRENT ASSETS
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
Unrestricted Cash and Equivalents $ - $ -
Accounts Receivable (Net) - -
Inventories - -
Prepaid Expenses - -
Professional Retainers - -
TOTAL CURRENT ASSETS - - -
PROPERTY AND EQUIPMENT
Property and Equipment - -
OTHER ASSETS
Other Assets (see attached schedule) - 13.783,000
TOTAL OTHER ASSETS - 13,783,000
TOTAL ASSETS $ - $ 13783,000
LIABILITIES AND OWNER EQUITY
LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition)
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALVE ON PETITION DATE
Accounts Payable $ - $-
Taxes Payable - -
Wages Payable - -
Rent / Leases—Building/Equipment - -
Professional Fees - -
Secured Debt / Adequate Protection Payments - -
Other Post-Petition Liabilities (see attached schedule) 1,707,872 28,218,000
TOTAL POST-PETITION LIABILITIES 1,707,872 28,218,000
LIABILITIES SUBJECT TO COMPROMISE (Pre Petition)
Secured Debt I Adequate Protection Payments - - -
Priority Debt - -
Unsecured Debt - -
TOTAL PRE-PETITION LIABILITIES - - -
TOTAL LIABILITIES 1,707,872 28,218,000
OWNER EQUITY
Additional Paid-In Capital (33,671,405) (33,671,000)
Retained Earnings - Pre-Petition 19,236,000 19,236,000
Retained Earnings - Post-Petition 12,727,533 -
NET OWNER EQUITY (1,707,872) (14,435,000)
TOTAL LIABILITIES AND OWNERS EQUITY $ (0) $ 13,783,000
In re: Gibson Services, LLC. Debtor
MOR-3: BALANCE SHEET (Continuation Sheet)
Case No. : 09-12 104
Reporting Period: Nov 1—Nov 28, 2009
ASSETS BOOK VALUE AT END
OF CURRENT BOOK VALUE ON
OTHER CURRENT ASSET REPORTING MONTH PETITION DATE
OTHER ASSETS
Intercompany receivables from affiliates
$ -
$ 13,783,000
LIABILITIES AND OWNER EQUITY OTHER POST- PETITION LIABILITIES
BOOK VALUE AT END
REPORTING MONTH
BOOKS VALUE ON
PETITION DATE
[intercompany payables to affiliates
$ 1,707.872
In re: Gibson Services, LLC. Debtor
MOR-3: SUMMARY OF UNPAID POST-PETITION DEBTS
Case No. : 09-12104
Reporting Period: Nov 1—Nov 28, 2009
Number of Days past Due
Intercompany payables to affiliates
Total post-Petition Debts
current
0-30
31-60
61-90
Over 90
Total
1,707,872
1,707,872
$1,707,872
$-
1,707,872
In re: Gibson Services, LLC. Case No.: 09-12104
Debtor Reporting Period: Nov 1 - Nov 28, 2009
MOR-5: DEBTOR QUESTIONNAIRE
Yes
No
I. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.
3. Have all post-petition tax returns been timely filed? If no, provide an explanation below.
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.
X
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: Karakum International Development, LLC. Case No.: 09-12105
Debtor Reporting Period: Nov 1—Nov 28, 2009
MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
Affidavit / Supplement Attached
Schedule of Cash Receipts and Disbursements MOR-l
No
Note 1
Bank Reconciliation MOR-1a
No
Note 2
Schedule of Professional Fees Paid MOR-Ib
No
Note 2
Copies of bank statements
No
Note 2
Cash disbursements journals
No
Note 2
Statement of Operations MOR-2
Yes
Balance Sheet MOR-3
Yes
Status of Post-Petition Taxes MOR-4
No
Note 2
Copies of IRS Fonn 6123 or payment receipt .
No
Note 2
Copies of tax returns filed during reporting period
No
Note 2
Summary of Unpaid Post-Petition Debts MOR-4
No
Note 2
Listing of aged accounts payable MOR-4
No
Note 2
Accounts Receivable Reconciliation and Aging MOR-5
No
Note 2
Debtor Questionnaire MOR-5
Yes
Notes:
(I) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Amargosa, Inc Monthly Operating Report.
(2) |
| Requested information is not applicable to reporting entity. |
I declare under penalty of perjury (28 U S C Section 1746) that this report and the ‘attached documents are true and correct to the best of my knowledge and belief.
Sign attire of Authorized individual*
12-16-09
Date
Brent I. Kugman
Printed Name of Authorized individual
Chief Restructuring Officer
Title of Authorized Individual
*Authorlzcd individual must bean officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
In re: Karakum International Development, LLC. Case No.: 09-12105
Debtor Reporting Period: Nov 1—Nov 28, 2009
FOOTNOTES
The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).
The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.
Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet. Final adjustments to the purchase price are anticipated to be recorded in the December 2009 report.
Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post- petition amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.
Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.
The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. l23R), Share-Based Payment.
Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.
In re: Karakum International Development, LLC. Case No.: 09-12105
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
REVENUES
Current Month
Cummulative Filing to Date
Net Revenue $—
$ 919,101
OPERATING EXPENSES
Cost of Goods Sold Including Buying and Occupancy
Selling, General and Administrative Expenses—47,,99
operating Income
-
871,501
OTHER INCOME AND EXPENSES
Other Income (Expense), Net (see attached schedule)
-
710,688
Interest Expense
-
-
Net Profit (Loss) Before Reorganization Items
-
1,582,190
REORGANIZATION ITEMS
Professional Fees
.
U. S. Termed Quarterly Fees
-
-
Interest Earned on Accumulated Cash from Chapter 11
-
-
Loss / (Gain) from Sale of Equipment
-
-
Other Reorganization Expenses
-
-
Total Reorganization Expenses
-
-
Income Taxes
-
-
Net Profit (Loss)
$ -
$ 1,582,190
In re: Karakum International Development, LLC. Case No.: 09-12105
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
(Continuation Sheet)
Current. Cumulative
BREAKDOVN OF “OTHER” C4TEGORY . . . Month lihing to Date
I I
Interest income on intercompany receivable
$ -
$ 710,688
In re: Karakum International Development, LLC. Case No. : 09-12105
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-3: BALANCE SHEET
ASSETS BOOK VALUE END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
CURRENT ASSETS
Unrestricted Cash and Equivalents Accounts Receivable (Net)
$ -
$ -
-
1,079,000
Inventories
-
Prepaid Expenses
Professional Retainers
-
TOTAL CURRENT ASSETS
-
1,079,000
PROPERTY AND EQUIPMENT
property and Equipment
—
-
OTHER ASSETS
Other Assets (see attached schedule)
TOTAL OTHER ASSETS
43,811,010
43,811,010
41,150.000
41,150,000
TOTAL. ASSETS $ 43,811,010 $ 42299,000
LIABILITIES AND OWNER EQUITY
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
LIABILITIES NOT SUBJECT TO COMPROMISE (Post Petition)
Accounts Payable
$
-
$
-
Taxes Payable
-
-
Wages Payable
-
-
Rent / Leases—Building/Equipment
Professional Fees
Secured Debt / Adequate Protection Payments
-
-
Other Post-Petition Liabilities
-
-
TOTAL POST-PETITION LIABILITIES
-
-
LIABILITIES SUBJECT TO COMPROMISE Pre Petition)
Secured Debt / Adequate Protection Payments
-
-
Priority Debt
-
-
Unsecured Debt
-
-
TOTAL PRE-PETITION LIABILITIES
.-
TOTAL LIABILITIES
-
-
OWNER EQUITY
Additional Paid-In Capital
2,860,820
2,861,000
Retained Earnings—Pre-Petition
39,368,000
39,368,000
Retained Earnings—Post-Petition
1,582,190
-
NET OWNER EQUITY
43,811,010
42,229,000
TOTAL LIABILITIES AND OWNERS EQUITY
$ 843,811,010
$ 42,229,000
In re: Karakum International Development, LLC.
Debtor
Case No.: 09-12105
Reporting Period: Nov 1—Nov 28, 2009
MOR-3: BALANCE SHEET
(Continuation Sheet)
ASSETS
OTHER CURRENT ASSETS
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATA
OTHER ASSETS
Intercompany receivables from affiliates
$ 43,811,010
$ 41,150,000
LIABILITIES AND OWNER EQUITY
OTHER POST-PETITION LIABILITIES
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATA
In re: Karakum International Development, LLC. Case No.: 09-12105
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-5: DEBTOR QUESTIONNAIRE
Yes
No
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.
X
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.
X
3. Have all post-petition tax returns been timely filed? If no, provide an explanation below.
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.
5. Has any bank account been opened during the reporting period? If yes, provide . documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 400 1-3.
X
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: Simpson Information Technology, LLC Debtor
Case No.: 09-12106
Reporting Period: Nov 1—Nov 28, 2009
MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
Affidavit / Supplement Attached
Schedule of Cash Receipts and Disbursements
MOR-I
No
Note 1
Bank Reconciliation
MOR-1a
No
Note 1
Schedule of Professional Fees Paid
MOR-lb
No
Note 1
Copies of bank statements
No
Note 1
Cash disbursements journals
No
Note 1
Statement of Operations
MOR-2
No
Note 1
Balance Sheet
MOR-3
No
Note 1
Status of Post-Petition Taxes
MOR-4
No
Note 1
Copies of IRS Form 6123 or payment receipt
No
Note 1
Copies of tax returns filed during reporting period
No
Note 1
Summary of Unpaid Post-Petition Debts
MOR-4
No
Note 1
Listing of aged accounts payable
MOR-4
No
Note
Accounts Receivable Reconciliation and Aging
MOR-5
No
Note 1
Debtor Questionnaire
MOR-5
No
Note 1
Notes:
(I) Financial reporting for Simpson Information Technology, LLC is rolled up within Amargosa, Inc. and 1313111 Holdings, Inc. within the Debtors’ general ledger system and can not be readily segregated,
1 declare under penalty of perjury (28 US.C. Section 1746) that this report and the attached documents are true and correct to the best of my knoledge and belief
Signature of Authorized Individual*
Brent 1. Kugman
Printed Name of Authorized Individual
12-16-09
Date
Chief Restructuring Officer
Title of Authorized Individual
* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor
is a partnership; a manager or member if debtor is a limited liability company.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re Sandy Financial Services Acceptance Corporation Case No. 09-12107
Debtor Reporting Period Nov 1—Nov 289 2009
MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
Affidavit / Supplement Attached
Schedule of Cash Receipts and Disbursements
MOR-1
No
Note 1
Bank Reconciliation
MOR-la
No
Now 1
Schedule of Professional Fees Paid
MOR-Ib
No
Note 1
Copies of bank statements
No
Note 1
Cash disbursements journals
No
Note 1
—
Statement of Operations
MOR-2
No
Note 1
Balance Sheet
MOR-3
No
—
Note 1
Status of Post-Petition Taxes
MOR-4
No
Note I
Copies of IRS Form 6123 or payment receipt
No
Note 1
Copies of tax. returns filed during reporting period.
No
Note 1
Summary of Unpaid Post-Petition Debts
MOR-4
No
Note I
Listing of aged accounts payable
MOR-4
No
Note 1
Accounts Receivable Reconciliation and Aging
MOR-5
No
Note 1
Debtor Questionnaire
MOR-5
No
Note 1
Notes
(1) Sandy Financial Services Acceptance Corporation is an inactive and dormant entity with no assets or ongoing operations.
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents arc true and correct to the best of my knowledge and belief.
Signature of Authorized Individual*
Date
12-16-09
Brent I. Kugman
Printed Name of Authorized Individual
Chief Restructuring Officer
Title of Authorized Individual
*Authorizcd individual must bean officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
UMTED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re; Sonoran Acceptance Corporation Debtor
MONTHLY OPERATING REPORT
Case No.; 09-12108
Reporting Period; Nov 1 -Nov 28, 2009
• Affidavit I
Document Explanation Supplement
REQUIRED DOCUI’tIENTS Form No. Attached Attached Attached
Schedule of Cash Receipts and Disbursements MOR-1
No
Note I
Bank Reconciliation MOR-la
Yes
Schedule of Professional Fees Paid MOR-ib
No
Note 2
Copies of bank statements
No
Note 3
Cash disbursements journals
No
Note 2
Statement of Operations MOR-2
Yes
Balance Sheet MOR-3
Yes
Status of Post-Petition Taxes MOR-4
No
Note 2
Copies of IRS Form 6123 or payment receipt
No
Note 2
Copies of tax returns filed during reporting period
No
Note 2
Summary of Unpaid Post-Petition Debts MOR-4
No
Note 2
Listing of aged accounts payable MOR-4
No
Note 2
Accounts Receivable Reconciliation and Aging MOR-5
No
Note 2
Debtor Questionnaire MOR-5
Yes
Note
(I) Cash Receipts and Disbursements have been reportcd on a Consolidatcd Basis. Please referenceAniargosa, Inc. Monthly Operating Report.
(2) |
| Requested inlormation is not applicable to reporting entity. |
(3) Due to system constraints and/or the volume of records, lIST has agreed to waive requirement to provide requested information.
I declare under penalty of perjusy (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
Brent 1, Kugman
Printed Name of Authorized Individual
Chief Restructuring Officer Title of Authorized Individual
Signature ofAuthorized In4idual* Date
Authorized individual must be an otTicer, director or shareholder if debtor is a corporation; a partner if debtor
is a partnership; a manager or member if debtor is a limited liability company.
In re: Sonoran Acceptance Corporation Case No.: 09-12108
Debtor Reporting Period: Nov 1—Nov 28, 2009
FOOTNOTES
The information and data included in this report are derived from sources available to EBI-II Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).
The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.
Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet. Final adjustments to the purchase price are anticipated to be recorded in the December 2009 report.
Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post- petition amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.
For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.
Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.
The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.
Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.
In re: Sonoran Acceptance Corporation Case No, : 09-12108
Debtor Reporting Period: Nov 1—Nov 28, Z009
MOR-1A: BANKRECONCJLIATIONS
.
. .
.
:
. .
.
Acount
.
BANKNAME . .
[Deutsche l3ankrrist(l)
.
. .
AccountDescrlptlon .
SAC Spiegel Trust
. . . Number Balance
XXXXXXXX000,I S
314,406
(1) |
| Amount is included in Other Assets on MOR-3: Balance Sheet. |
I attest that each of the Debtors’ corporate bank accounts is reconciled to monthly bank statements. The Company’s standard practice is to ensure that each corporate bank account. is reconciled to monthly bank statements for each calendar month within 30 days after month end. See attached listing of each of the Debtors’ bank accounts and the book balance of the account as of the end of the fiscal month covered by this report
Brent 1. Kugman
Authorized Represcnttive Printed Name of Authorized Representative
In re: Sonoran Acceptance Corporation Debtor
Case No.: 09-12108
Reporting Period: Nov 1—Nov 28, 2009
MOR-2: STATEMENT OF OPERATIONS
RE’ENUES Current Cumulative
INet Revenue ,’1ontIi Filing to Thite
Is -Is—-I
Cost of Goods Sold, Including Buying and Occupancy
-
-1
Sellin General and Administrative Expenses Operating Income
OTHER INCOME AND EXPENSES
Other Income (Expense), Net Interest Expense
-
-
-
Net Profit (Loss) Before Reorganization Items
-
-
REORGANIZAT1ON ITEMS
Professional Fees
-
-
U. S. Trustee Quarterly Fees
-
-
nterest Earned on Accumulated Cash from Chapter 11
-
-
Loss / (Gain) from Sale of Equipment
(51) |
|
6,014
Other Reorganization Expenses Total Reorganization Expenses
(51) |
|
6,014
neome Taxes
-
-
Net Profit (Loss)
51
S
(6,014)
In re: Sonoran Acceptance Corporation Debtor
MOR-3: BALANCE SHEET
Case No.: 09-12108
Reporting Period: Nov 1—Nov 28, 2009
ASSETS
BOOK VALUE T END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
Unrestricted Cash and Equivalents
$ -
$ 201,583
Accounts Receivable (Net)
Inventories
-
-
Prepaid Expenses
-
-
Professional Retainers
TOTAL CURRENT ASSETS
-
201,583
PROPERTY AND EQUIPMENT
(Property and Equipment
I -
-
OTHER ASSETS
Other Assets (see attached schedule)
180,881,909
180,686,417
TOTAL OTHER ASSETS
180,881,909
180,686,417
TOTAL ASSETS $ 180,881,909 $ 180.888,000
LIABILITIES AND OWNER EQUITY
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
Accounts Payable
$
-
$
-
Taxes Payable
-
-
Wages Payable
.
Rent/Leases—Building/Equipment
-
-
Professional Fees
-
-
‘cured Debt! Adequate Protection Payments Other Post-Petition Liabilities
-
-
-
-
TOTAL POST-PETITION Liabilities
-
.
‘LIABILITIES SUBJECT TO COMPROMISE (Pie Petition)
Secured Debt / Adequate Protection Payments
-
Priority Debt
-
-
Unsecured Debt
-
-
TOTAL PEE-PETITION LIABILITIES
-
-
TOTAL LIABILITIES
I
-
:
OWNER EQUITY
Capital Stock
100,000
100,000
Additional Paid-In Capital Retained Earnings—Pre-Petition
-
-
180,787,923
180,788,000
Retained Earnings—Post-Petition
(6,014)
-
NET OWNER EQUITY
180,881,909
180,888,000
TOTAL LIABILITIES AND OWNERS’ EQUITY $ 180,881,909 $ 180,888,000
In re: Sonoran Acceptance Corporation Debtor
MOR-3: BALANCE SHEET (Continuation Sheet)
Case No. : 09-12 108
Reporting Period: Nov 1—Nov 28, 2009
ASSETS
BOOK VALUE T END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
OTHER CURRENT ASSETS
OTHER ASSETS
from affiliates
Deposit related to nI,t
$
180881909 180,686417
LIABILITIES AND OWNER EQUITY
BOOK VALUE AT END OF CURRENT REPORTING MONTH
BOOK VALUE ON PETITION DATE
$ 180,567,503
314,406
180,366,417
320,000
In re: Sonoran Acceptance Corporation Case No.: 09-12108
Debtor Reporting Period: Nov 1—Nov 28, 2009
MOR-5: DEBTOR QUESTIONNAIRE
yes No
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.
2. Have any funds been disbursed from any account other than a debtor in possession account_this_reporting_period?_If yes,_provide_an_explanation_below.
3. Have all post-petition tax retums been timely filed? If no, provide an explanation below.
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required_documentation pursuant to the Delaware_Local Rule 400 1-3.
X