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
December 17, 2015
Date of Report (Date of earliest event reported)
LOCAL
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34197 |
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33-0849123 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
P.O. Box 50700
Irvine, CA 92619
(Address
of principal executive offices, zip code)
(949) 784-0800
(Registrants telephone number, including area code)
7555 Irvine Center Drive
Irvine, California 92618
(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 issuer 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)) |
Item 7.01 |
Regulation FD Disclosure. |
As previously announced, on June 23, 2015, Local Corporation (the
Registrant or the Debtor) filed a voluntary petition in the United States Bankruptcy Court for the Central District of California (the Bankruptcy Court) for reorganization relief (Reorganization) under
Chapter 11 of title 11 of the United States Code, U.S.C. §§ 101 et seq., as amended (the Bankruptcy Code).
On
December 17, 2015, the Debtor filed its monthly operating report for the period of November 2015 (the Monthly Operating Report) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1.
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 and has been prepared solely for the purpose of complying with
requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial statements in the Monthly
Operating Report are not prepared in accordance with accounting principles generally accepted in the United States (GAAP) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals,
valuations and disclosures. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from the historical periods required in the Companys reports pursuant to the Securities Exchange Act of
1934, as amended (the Exchange Act), and such information might not be indicative of the Companys financial condition or operating results for a period that would be reflected in the Companys financial statements or in its
reports pursuant to the Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.
Cautionary Statements Regarding the Reorganization
The
Companys securityholders are cautioned that trading in the Companys securities during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. Trading prices for the Companys securities
may bear little or no relationship to the actual recovery, if any, by holders thereof in the Companys Chapter 11 Case. At present, the Company does not expect that it will have any assets to deliver to the holders of the Companys Common
Stock, $0.00001 par value, following completion of the sale process based on current indications of interest and the total amount of debt owed by the Company. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed
notwithstanding its rejection by the Companys equity securityholders and notwithstanding the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan. Accordingly, the
Company urges extreme caution with respect to existing and future investments in its securities.
Cautionary Statement Regarding Forward-Looking
Statements
Certain information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto (collectively, this Current Report) may
constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact, including estimates, projections, future
trends and the outcome of events that have not yet occurred referenced in this Current Report should be considered forward-looking statements. Words such as anticipate, estimate, expect, project,
intend, plan, believe, may, predict, will, would, could, should, target and similar expressions are often used to identify
forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Reorganization on
the Companys liquidity or results of operations, changes in the Companys ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Companys wind-down of its affairs, the
outcome or timing of the Chapter 11 process, the effect of the proceedings that may be brought by third parties in connection with the Chapter 11 process, the ability of the Company to fund the wind-down of its affairs and the timing or amount of
any distributions to the Companys
stakeholders. For a discussion of some of the additional risks and important factors that the Company believes could cause actual results or events to differ from the forward-looking statements
that it makes, see the sections entitled Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in the Companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 2015. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results or events to differ from those contained
in any forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. The Company
undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
Limitation
on Incorporation by Reference
The information contained in this Current Report, including the accompanying exhibit, is being furnished and shall not
be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report is not incorporated by reference into
any filings of Local Corporation made under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language in
the filing unless specifically stated so therein.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit 99.1 |
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Monthly Operating Report dated December 17, 2015. |
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.
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LOCAL CORPORATION |
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Date: December 21, 2015 |
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By: |
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/s/ Kenneth S. Cragun |
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Kenneth S. Cragun |
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Chief Financial Officer |
Exhibit Index
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Exhibit
Number |
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Description |
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99.1 |
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Monthly Operating Report dated December 17, 2015. |
Exhibit 99.1
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
UNITED STATES DEPARTMENT OF JUSTICE
OFFICE OF THE UNITED STATES TRUSTEE
CENTRAL DISTRICT OF CALIFORNIA
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In Re: |
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CHAPTER 11 (BUSINESS) |
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Local Corporation, |
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Case Number: |
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8:15-bk-13153 SC |
dba Local.Com Corporation, |
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Operating Report Number: |
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6 |
Debtor(s). |
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For the Month Ending: |
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11/30/2015 |
I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT*)
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1. TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS |
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9,222,501.11 |
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2. LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS |
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6,859,935.77 |
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3. BEGINNING BALANCE: |
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2,362,565.34 |
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4. RECEIPTS DURING CURRENT PERIOD: |
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Accounts Receivable - Post-filing |
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Accounts Receivable - Pre-filing |
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5,062,956.89 |
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General Sales |
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Other
(Specify)
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**Other
(Specify)
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TOTAL RECEIPTS THIS PERIOD: |
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5,062,956.89 |
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5. BALANCE: |
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7,425,522.23 |
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6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD |
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Transfers to Other DIP Accounts (from page 2) |
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0.00 |
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Disbursements (from page 2) |
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3,324,206.16 |
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TOTAL DISBURSEMENTS THIS PERIOD:*** |
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3,324,206.16 |
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7. ENDING BALANCE: |
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4,101,316.07 |
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8. General Account Number(s): |
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XXXXX1477 |
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Depository Name & Location: |
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Wells Fargo |
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* |
All receipts must be deposited into the general account. |
** |
Include receipts from the sale of any real or personal property out of the ordinary course of business; attach an exhibit specifying what was sold, to whom, terms, and date of Court Order or Report of Sale.
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*** |
This amount should be the same as the total from page 2. |
Page 1 of 10
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
GENERAL ACCOUNT
BANK RECONCILIATION
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Bank statement Date: |
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11/30/2015 |
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Balance on Statement: |
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$ |
4,101,316.07 |
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Plus deposits in transit (a): |
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Deposit Date |
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Deposit Amount |
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TOTAL DEPOSITS IN TRANSIT |
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0.00 |
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Less Outstanding Checks (a): |
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Check Number |
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Check Date |
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Check Amount |
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TOTAL OUTSTANDING CHECKS: |
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0.00 |
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Bank statement Adjustments: |
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Explanation of Adjustments- |
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ADJUSTED BANK BALANCE: |
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$ |
4,101,316.07 |
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* |
It is acceptable to replace this form with a similar form |
** |
Please attach a detailed explanation of any bank statement adjustment |
Page 2 of 10
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
I. CASH RECEIPTS AND DISBURSEMENTS
C. (Merchant Account)
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1. TOTAL RECEIPTS PER ALL PRIOR MERCHANT ACCOUNT REPORTS |
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$ |
4,679,457.53 |
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2. LESS: TOTAL DISBURSEMENTS PER ALL PRIOR Merchant ACCOUNT REPORTS |
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$ |
4,679,457.53 |
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3. BEGINNING BALANCE: |
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$ |
0.00 |
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4. RECEIPTS DURING CURRENT PERIOD: (Transferred from General Account) |
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$ |
1,929,884.72 |
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5. BALANCE: |
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$ |
1,929,884.72 |
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6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:*** |
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$ |
1,929,884.72 |
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7. ENDING BALANCE: |
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$ |
0.00 |
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8. Merchant Account Number(s): |
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XXX0049 |
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Depository Name & Location: |
|
|
Square 1 Merchant Account |
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Page 3 of 10
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
I. D SUMMARY SCHEDULE OF CASH
ENDING BALANCES FOR THE PERIOD:
(Provide a copy
of monthly account statements for each of the below)
|
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|
General Account: |
|
$ |
4,101,316.07 |
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Payroll Account: |
|
$ |
0.00 |
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|
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|
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|
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Tax Account: |
|
$ |
0.00 |
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
*Other Accounts: |
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|
|
Merchant Account |
|
$ |
0.00 |
|
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*Other Monies: |
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**Petty Cash (from below): |
|
$ |
0.00 |
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TOTAL CASH AVAILABLE: |
|
|
|
|
|
$ |
4,101,316.07 |
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|
|
Petty Cash Transactions: |
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|
Date |
|
Purpose |
|
Amount |
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|
|
TOTAL PETTY CASH TRANSACTIONS: |
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
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|
|
* |
Specify the Type of holding (e.g. CD, Savings Account, Investment Security), and the depository name, location & account# |
** |
Attach Exhibit Itemizing all petty cash transactions |
Page 4 of 10
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
II. STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS
AND OTHER PARTIES TO EXECUTORY CONTRACTS
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|
|
Creditor, Lessor, Etc. |
|
Frequency of Payments (Mo/Qtr) |
|
Amount of Payment |
|
Post-Petition payments not made (Number) |
|
Total Due |
|
|
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|
|
|
|
|
|
TOTAL DUE: |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
III. TAX LIABILITIES
FOR THE REPORTING PERIOD:
|
|
|
|
|
Gross Sales Subject to Sales Tax: |
|
|
|
|
|
|
|
|
|
Total Wages Paid: |
|
|
465,460.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Post-Petition Amounts Owing |
|
|
Amount Delinquent |
|
|
Date Delinquent Amount Due |
Federal Withholding |
|
|
75,776.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State Withholding |
|
|
26,113.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FICA- Employers Share |
|
|
13,388.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FICA- Employees Share |
|
|
13,388.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Unemployment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Use |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL: |
|
|
128,666.64 |
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 5 of 10
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
IV. AGING OF ACCOUNTS PAYABLE AND RECEIVABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Accounts Payable |
|
|
Accounts Receivable |
|
|
|
Post-Petition |
|
|
Pre-Petition |
|
|
Post-Petition |
|
30 days or less |
|
|
2,554,462.35 |
|
|
|
|
|
|
|
2,552,278.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 - 60 days |
|
|
|
|
|
|
|
|
|
|
606.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61 - 90 days |
|
|
|
|
|
|
|
|
|
|
221,497.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91 - 120 days |
|
|
|
|
|
|
322,454.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Over 120 days |
|
|
|
|
|
|
937,366.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL: |
|
|
2,554,462.35 |
|
|
|
1,259,820.80 |
|
|
|
2,774,381.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
V. INSURANCE COVERAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Carrier |
|
Amount of Coverage |
|
|
Policy Expiration Date |
|
|
Premium Paid Through (Date) |
General Liability |
|
Hartford |
|
|
3,000,000.00 |
|
|
|
10/18/2016 |
|
|
Full Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
Workers Compensation |
|
One Beacon |
|
|
1,000,000.00 |
|
|
|
4/10/2016 |
|
|
Full Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
Casualty |
|
Hartford |
|
|
5,764,000.00 |
|
|
|
10/18/2016 |
|
|
Full Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vehicle |
|
Hartford |
|
|
1,000,000.00 |
|
|
|
10/18/2016 |
|
|
Full Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
Others: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
VI. UNITED STATES TRUSTEE QUARTERLY FEES
(TOTAL PAYMENTS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly Period
Ending (Date) |
|
Total Disbursements |
|
|
Quarterly Fees |
|
|
Date Paid |
|
|
Amount Paid |
|
|
Quarterly Fees Still Owing |
|
30-Jun-2015 |
|
|
256,888.91 |
|
|
|
1,625.00 |
|
|
|
1-Aug-2015 |
|
|
|
1,950.00 |
|
|
|
(325.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-Sep-2015 |
|
|
5,102,390.35 |
|
|
|
13,000.00 |
|
|
|
2-Nov-2015 |
|
|
|
12,675.00 |
|
|
|
325.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,625.00 |
|
|
|
|
|
|
|
14,625.00 |
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Post-Petition Accounts Payable SHOULD NOT include professionals fees and expenses which have been incurred but not yet awarded by the court. Post-Petition Accounts Payable SHOULD include professionals fees
and expenses authorized by Court Order but which remain unpaid as of the close of the period report |
Page 6 of 10
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
VII SCHEDULE OF COMPENSATION PAID TO INSIDERS
|
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|
|
|
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|
|
Name of Insider |
|
Date of Order Authorizing Compensation |
|
|
*Authorized Gross Compensation |
|
|
Gross Compensation Paid During the Month |
|
Ken Cragun |
|
|
7/6/2015 |
|
|
|
31,748.00 |
|
|
|
31,748.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott Reinke |
|
|
7/6/2015 |
|
|
|
30,806.73 |
|
|
|
30,806.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred Thiel |
|
|
7/6/2015 |
|
|
|
49,928.07 |
|
|
|
49,928.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
Payment of post-petition accrual of unpaid vacation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ken Cragun |
|
|
|
|
|
|
|
|
|
|
10,952.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott Reinke |
|
|
|
|
|
|
|
|
|
|
9,596.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred Thiel |
|
|
|
|
|
|
|
|
|
|
14,516.76 |
|
|
|
|
|
|
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|
VIII. SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS
|
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|
|
|
|
Name of Insider |
|
Date of Order Authorizing Compensation |
|
Description |
|
Amount Paid During the Month |
|
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|
* |
Please indicate how compensation was identified in the order (e.g. $1,000/week, $2,500/month) |
Page 7 of 10
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
IX. PROFIT AND LOSS STATEMENT
(ACCRUAL BASIS ONLY)
|
|
|
|
|
|
|
|
|
|
|
Current Month |
|
|
Cumulative Post-Petition |
|
Sales/Revenue: |
|
|
|
|
|
|
|
|
Gross Sales/Revenue |
|
|
2,292,415 |
|
|
|
11,937,119 |
|
|
|
|
|
|
|
|
|
|
Less: Returns/Discounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales/Revenue |
|
|
2,292,415 |
|
|
|
11,937,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Goods Sold: |
|
|
|
|
|
|
|
|
Beginning Inventory at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TAC |
|
|
2,147,159 |
|
|
|
9,994,600 |
|
|
|
|
|
|
|
|
|
|
Less: Ending Inventory at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Goods Sold (COGS) |
|
|
2,147,159 |
|
|
|
9,994,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
145,256 |
|
|
|
1,942,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Income (Itemize) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll - Insiders |
|
|
88,667 |
|
|
|
374,820 |
|
|
|
|
|
|
|
|
|
|
Payroll - Other Employees |
|
|
492,307 |
|
|
|
1,928,941 |
|
|
|
|
|
|
|
|
|
|
Payroll Taxes |
|
|
44,445 |
|
|
|
176,238 |
|
|
|
|
|
|
|
|
|
|
Benefits |
|
|
60,932 |
|
|
|
258,071 |
|
|
|
|
|
|
|
|
|
|
Connectivity & Content |
|
|
93,746 |
|
|
|
460,885 |
|
|
|
|
|
|
|
|
|
|
Credit Card Fees |
|
|
2,650 |
|
|
|
49,284 |
|
|
|
|
|
|
|
|
|
|
Other Taxes (Itemize) |
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization |
|
|
343,195 |
|
|
|
1,442,651 |
|
|
|
|
|
|
|
|
|
|
Rent Expense - Real Property |
|
|
65,167 |
|
|
|
145,450 |
|
|
|
|
|
|
|
|
|
|
Lease Expense - Personal Property |
|
|
8,510 |
|
|
|
28,477 |
|
|
|
|
|
|
|
|
|
|
Insurance |
|
|
6,403 |
|
|
|
27,409 |
|
|
|
|
|
|
|
|
|
|
Real Property Taxes |
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Telephone, Utilities, Office Expense |
|
|
33,029 |
|
|
|
207,106 |
|
|
|
|
|
|
|
|
|
|
Repairs and Maintenance |
|
|
4,977 |
|
|
|
33,267 |
|
|
|
|
|
|
|
|
|
|
Travel and Entertainment (Itemize) |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Consulting |
|
|
47,504 |
|
|
|
90,704 |
|
|
|
|
|
|
|
|
|
|
Advertising and Marketing |
|
|
0 |
|
|
|
105,775 |
|
|
|
|
|
|
|
|
|
|
Miscellaneous Operating Expenses (Itemize) |
|
|
0.00 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
1,291,532 |
|
|
|
5,329,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Gain/(Loss) from Operations |
|
|
(1,146,276 |
) |
|
|
(3,386,558 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-Operating Income: |
|
|
|
|
|
|
|
|
Interest Income |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Net Gain on Sale of Assets (Itemize) |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Other (Itemize)-Impairment of goodwill and intangbiles |
|
|
(18,490,134 |
) |
|
|
(18,490,134 |
) |
|
|
|
|
|
|
|
|
|
Total Non-Operating income |
|
|
(18,490,134 |
) |
|
|
(18,490,134 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-Operating Expenses: |
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal and Professional (Itemize) - Winthrop Couchot |
|
|
151,797 |
|
|
|
455,377 |
|
|
|
|
|
|
|
|
|
|
Stock Compensation |
|
|
45,096 |
|
|
|
135,288 |
|
|
|
|
|
|
|
|
|
|
Other (Itemize) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Operating Expenses |
|
|
196,893 |
|
|
|
590,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME/(LOSS) |
|
|
(19,833,303 |
) |
|
|
(22,467,357 |
) |
|
|
|
|
|
|
|
|
|
(Attach exhibit listing all itemizations required above)
Page 8 of 10
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
X. BALANCE SHEET
(ACCRUAL BASIS ONLY)
|
|
|
|
|
|
|
|
|
|
|
Current Month End |
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrestricted Cash |
|
|
4,101,316.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Cash |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable |
|
|
4,034,202.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Receivable |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid Expenses |
|
|
824,833.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (Itemize) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
|
|
|
|
8,960,351.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, Plant, and Equipment |
|
|
22,678,977.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation/Depletion |
|
|
(20,958,605.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Property, Plant, and Equipment |
|
|
|
|
|
|
1,720,372.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets (Net of Amortization): |
|
|
|
|
|
|
|
|
Due from Insiders |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible Assets |
|
|
1,399,628.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
60,005.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (Itemize) |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Assets |
|
|
|
|
|
|
1,459,633.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
|
|
|
|
12,140,356.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-petition Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
|
2,554,462.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes Payable |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured Debt |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (Itemize) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Post-petition Liabilities |
|
|
|
|
|
|
2,554,462.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-petition Liabilities: |
|
|
|
|
|
|
|
|
Secured Liabilities |
|
|
2,130,065.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Priority Liabilities |
|
|
162,082.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured Liabilities |
|
|
26,404,640.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Revenue |
|
|
112,462.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Pre-petition Liabilities |
|
|
|
|
|
|
28,809,250.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
|
|
|
|
31,363,713.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY: |
|
|
|
|
|
|
|
|
Pre-petition Owners Equity |
|
|
3,244,000.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-petition Profit/(Loss) |
|
|
(22,467,357.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct Charges to Equity |
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
|
|
|
|
|
(19,223,356.88 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES & EQUITY |
|
|
|
|
|
|
12,140,356.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.00 |
) |
Page 9 of 10
Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc
XI. QUESTIONNAIRE
|
|
|
|
|
|
|
|
|
|
|
No |
|
Yes |
|
|
|
|
1. |
|
Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court? If Yes, explain below: |
|
x |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No |
|
Yes |
|
|
|
|
2. |
|
Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization? If Yes, explain below: |
|
x |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. |
|
State what progress was made during the reporting period toward filing a plan of reorganization Held a
Section 363 auction and hearing to confirm auction results |
|
|
|
|
|
|
|
|
4. |
|
Describe potential future developments which may have a significant impact on the case: Asset Purchase
Agreement closed with Media.net on December 1, 2015 |
|
|
|
|
|
|
|
|
5. |
|
Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period. |
|
|
|
|
|
|
|
|
|
|
|
|
No |
|
Yes |
|
|
|
|
6. |
|
Did you receive any exempt income this month, which is not set forth in the operating report? If Yes, please set forth the amounts and sources of the income below. |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I, |
|
Kenneth S. Cragun, Chief Financial Officer,
declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained
herein is true and complete to the best of my knowledge. |
|
|
|
|
|
|
|
|
|
12/17/15 |
|
|
|
/s/ Kenneth S. Cragun |
Date |
|
|
|
Principal for debtor-in-possession |
Page 10 of 10
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