Exhibit 99.c
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: Entech, LLC | | Case No. | 03-11917 (KJC) |
| | Reporting Period: | August 1, 2004 - August 31, 2004 |
MONTHLY OPERATING REPORT
File with Court and submit copy to United States Trustee within 20 days after end of month
Submit copy of report to any official committee appointed in the case.
REQUIRED DOCUMENTS | | Form No. | | Document Attached | | Explanation Attached | |
Schedule of Cash Receipts and Disbursements | | MOR-1 | | X | | | |
Bank Reconciliation (or copies of debtor’s bank reconciliations) | | MOR-1 (CON’T) | | X | | | |
Copies of bank statements | | | | | | | |
Cash disbursements journals | | | | | | | |
Statement of Operations | | MOR-2 | | X | | | |
Balance Sheet | | MOR-3 | | X | | | |
Status of Postpetition Taxes | | MOR-4 | | X | | | |
Copies of IRS Form 6123 or payment receipt | | | | | | | |
Copies of tax returns filed during reporting period | | | | | | | |
Summary of Unpaid Postpetition Debts | | MOR-4 | | X | | | |
Listing of aged accounts payable | | | | | | | |
Accounts Receivable Reconciliation and Aging | | MOR-5 | | X | | | |
Debtor Questionnaire | | MOR-5 | | X | | | |
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.
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Signature of Debtor | Date |
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Signature of Joint Debtor | Date |
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/s/ Jerrold P Pederson | | | 09/28/04 | |
Signature of Authorized Individual* | Date |
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Jerrold P Pederson | | Chief Financial Officer | |
Printed Name of Authorized Individual | Title of Authorized Individual |
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*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.
FORM MOR
(9/99)
In re: ENTECH, LLC | | Case No. 03-11917 (KJC) |
Debtor | | | Reporting Period: August 1, 2004 - August 31, 2004 |
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SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
Amounts reported should be per the debtor’s books, not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed. The amounts reported in the “CURRENT MONTH - ACTUAL” column must equal the sum of the four bank account columns. The amounts reported in the “PROJECTED” columns should be taken from the SMALL BUSINESS INITIAL REPORT (FORM IR-1) . Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account. [See MOR-1 (CON’T)]
| | BANK ACCOUNTS | | CURRENT MONTH | | CUMULATIVE FILING TO DATE | |
| | General | | | | | | | | ACTUAL | | PROJECTED | | ACTUAL | | PROJECTED | |
CASH BEGINNING OF MONTH | | 0.00 | | | | | | | | 0.00 | | | | 0.00 | | | |
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RECEIPTS | | | | | | | | | | | | | | | | | |
CASH SALES | | | | | | | | | | | | | | | | | |
ACCOUNTS RECEIVABLE | | | | | | | | | | | | | | | | | |
LOANS AND ADVANCES | | | | | | | | | | | | | | | | | |
SALE OF ASSETS | | | | | | | | | | | | | | | | | |
OTHER (ATTACH LIST) | | | | | | | | | | | | | | | | | |
TRANSFERS (FROM DIP ACCTS) | | | | | | | | | | | | | | | | | |
TRANSER FROM GENERAL | | | | | | | | | | | | | | | | | |
TOTAL RECEIPTS | | 0.00 | | 0.00 | | | | | | 0.00 | | | | 0.00 | | | |
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DISBURSEMENTS | | | | | | | | | | | | | | | | | |
NET PAYROLL | | | | | | | | | | | | | | | | | |
PAYROLL TAXES | | | | | | | | | | | | | | | | | |
SALES, USE, & OTHER TAXES | | | | | | | | | | | | | | | | | |
INVENTORY PURCHASES | | | | | | | | | | | | | | | | | |
SECURED/ RENTAL/ LEASES | | | | | | | | | | | | | | | | | |
INSURANCE | | | | | | | | | | | | | | | | | |
ADMINISTRATIVE | | | | | | | | | | | | | | | | | |
SELLING | | | | | | | | | | | | | | | | | |
OTHER (ATTACH LIST) | | | | | | | | | | | | | | | | | |
REC ITEMS SUB ACCOUNTS | | | | | | | | | | | | | | | | | |
OWNER DRAW * | | | | | | | | | | | | | | | | | |
TRANSFERS (TO DIP ACCTS) | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
PROFESSIONAL FEES | | | | | | | | | | | | | | | | | |
U.S. TRUSTEE QUARTERLY FEES | | | | | | | | | | | | | | | | | |
COURT COSTS | | | | | | | | | | | | | | | | | |
TOTAL DISBURSEMENTS | | 0.00 | | 0.00 | | | | | | 0.00 | | | | 0.00 | | | |
| | | | | | | | | | | | | | | | | |
NET CASH FLOW (RECEIPTS LESS DISBURSEMENTS) | | 0.00 | | 0.00 | | | | | | 0.00 | | | | 0.00 | | | |
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CASH - END OF MONTH | | 0.00 | | 0.00 | | | | | | 0.00 | | | | 0.00 | | | |
* COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE
THE FOLLOWING SECTION MUST BE COMPLETED
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT MONTH ACTUAL COLUMN) | | | |
TOTAL DISBURSEMENTS | | 0.00 | |
LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS | | $ | | |
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts) | | $ | | |
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES | | 0.00 | |
FORM MOR-1
(9/99)
In re: ENTECH, LLC | | Case No. 03-11917 (KJC) |
Debtor | | | Reporting Period: August 1, 2004 - August 31, 2004 |
| | | |
BANK RECONCILIATIONS
Continuation Sheet for MOR-1
A bank reconciliation must be included for each bank account. The debtor’s bank reconciliation may be substituted for this page.
| | General | | Tax | | Other | |
| | #1562 1085 1093 | | | | # | | # | |
BALANCE PER BOOKS | | 0.00 | | | | | | | |
| | | | | | | | | |
BANK BALANCE | | 0.00 | | | | | | | |
(+) DEPOSITS IN TRANSIT (ATTACH LIST) | | 0.00 | | | | | | | |
(-) OUTSTANDING CHECKS (ATTACH LIST) | | 0.00 | | | | | | | |
OTHER (REC ITEM SUB ACCTS) | | 0.00 | | | | | | | |
ADJUSTED BANK BALANCE * | | 0.00 | | | | | | | |
* Adjusted bank balance must equal balance per books
DEPOSITS IN TRANSIT | | Date | | Amount | | Date | | Amount | | Date | | Amount | | Date | | Amount | |
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CHECKS OUTSTANDING | | Ck. # | | Amount | | Ch. # | | Amount | | Ck. # | | Amount | | Ck. # | | Amount | |
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FORM MOR-1 (CON’T)
(9/99)
In re: Entech, LLC | Case No. | 03-11917 (KJC) |
| Reporting Period.: | August 1, 2004 - August 31, 2004 |
STATEMENT OF OPERATIONS
(Income Statement)
The Statement of Operations is to be prepared on an accrual basis. The accrual basis of accounting recognizes revenue when it is realized and expenses when they are incurred, regardless of when cash is actually received or paid.
| | Month | | Cumulative Filing to Date | |
REVENUES | | | | | |
Gross Revenues | | $ | | | $ | | |
Less: Returns and Allowances | | | | | |
Net Revenue | | 0.00 | | 0.00 | |
COST OF GOODS SOLD | | | | | |
Beginning Inventory | | | | | |
Add: Purchases | | | | | |
Add: Cost of Labor | | | | | |
Add: Other Costs (attach schedule) | | | | | |
Less: Ending Inventory | | | | | |
Cost of Goods Sold | | 0.00 | | 0.00 | |
Gross Profit | | 0.00 | | 0.00 | |
OPERATING EXPENSES | | | | | |
Advertising | | | | | |
Auto and Truck Expense | | | | | |
Bad Debts | | | | | |
Contributions | | | | | |
Employee Benefits Programs | | 35,833.34 | | 100,923.98 | |
Insider Compensation* | | | | | |
Insurance | | | | | |
Management Fees/Bonuses | | | | | |
Office Expense | | | | | |
Pension & Profit-Sharing Plans | | | | | |
Repairs and Maintenance | | | | | |
Rent and Lease Expense | | | | | |
Salaries/Commissions/Fees | | | | | |
Supplies | | | | | |
Taxes - Payroll | | | | | |
Taxes - Real Estate | | | | | |
Taxes - Other | | | | | |
Travel and Entertainment | | | | | |
Utilities | | | | | |
Other (attach schedule) | | 0.00 | | 0.00 | |
Total Operating Expenses Before Depreciation | | 35,833.34 | | 100,923.98 | |
Depreciation/Depletion/Amortization | | | | | |
Net Profit (Loss) Before Other Income & Expenses | | (35,833.34 | ) | (100,923.98 | ) |
OTHER INCOME AND EXPENSES | | | | | |
Other Income (attach schedule) | | 0.00 | | 374,145.13 | |
Interest Expense | | | | | |
Other Expense (attach schedule) | | 0.00 | | 0.00 | |
Net Profit (Loss) Before Reorganization Items | | (35,833.34 | ) | 273,221.15 | |
REORGANIZATION ITEMS | | | | | |
Professional Fees | | | | | |
U. S. Trustee Quarterly Fees | | 0.00 | | 1,000.00 | |
Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet) | | | | | |
Gain (Loss) from Sale of Equipment | | | | | |
Other Reorganization Expenses (attach schedule) | | | | | |
Total Reorganization Expenses | | 0.00 | | 1,000.00 | |
Income Taxes | | | | (6,009,042.38 | ) |
Net Profit (Loss) | | (35,833.34 | ) | 6,281,263.53 | |
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* “Insider” is defined in 11 U.S.C. Section 101(31).
FORM MOR-2
(9/99)
BREAKDOWN OF “OTHER” CATEGORY | | Month | | Cumulative Filing to Date | |
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Other Costs | | | | | |
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Other Operational Expenses | | | | | |
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| | 0.00 | | 0.00 | |
Other Income | | | | | |
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| | 0.00 | | 0.00 | |
Other Expenses | | | | | |
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| | 0.00 | | 0.00 | |
Other Reorganization Expenses | | | | | |
Reorganization Items - Interest Earned on Accumulated Cash from Chapter 11:
Interest earned on cash accumulated during the chapter 11 case, which would not have been earned but for the bankruptcy proceeding, should be reported as a reorganization item.
FORM MOR-2 (CON’T)
(9/99)
In re : Entech, LLC. | | Case No. 03-11917 (KJC) |
Debtor | | Reporting Period: August 31, 2004 |
BALANCE SHEET
The Balance Sheet is to be completed on an accrual basis only. Pre-petition liabilities must be classified separately from postpetition obligations.
ASSETS | | BOOK VALUE AT END OF CURRENT REPORTING MONTH | | BOOK VALUE ON PETITION DATE | |
CURRENT ASSETS | | | | | |
Unrestricted Cash and Equivalents | | 0.00 | | 0.00 | |
Restricted Cash and Cash Equivalents (see continuation sheet) | | 213,079.14 | | 0.00 | |
Accounts Receivable (Net) | | 6,612,692.54 | | 6,612,692.54 | |
Accounts Receivable - Intercompany | | 147,902,487.71 | | 147,898,958.50 | |
Notes Receivable | | 0.00 | | 14,156.31 | |
Inventories | | 0.00 | | 0.00 | |
Prepaid Expenses | | 0.00 | | 0.00 | |
Professional Retainers | | 0.00 | | 0.00 | |
Other Current Assets (attach schedule) | | 0.00 | | 0.00 | |
TOTAL CURRENT ASSETS | | 154,728,259.39 | | 154,525,807.35 | |
PROPERTY AND EQUIPMENT | | | | | |
Real Property and Improvements | | 0.00 | | 0.00 | |
Machinery and Equipment | | 0.00 | | 0.00 | |
Furniture, Fixtures and Office Equipment | | 0.00 | | 0.00 | |
Leasehold Improvements | | 0.00 | | 0.00 | |
Vehicles | | 0.00 | | 0.00 | |
Less Accumulated Depreciation | | 0.00 | | 0.00 | |
TOTAL PROPERTY & EQUIPMENT | | 0.00 | | 0.00 | |
OTHER ASSETS | | | | | |
Loans to Insiders* | | 0.00 | | 0.00 | |
Other Assets (Value of insurance policies) | | 7,993,840.43 | | 7,868,579.98 | |
TOTAL OTHER ASSETS | | 7,993,840.43 | | 7,868,579.98 | |
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TOTAL ASSETS | | 162,722,099.82 | | 162,394,387.33 | |
LIABILITIES AND OWNER EQUITY | | BOOK VALUE AT END OF CURRENT REPORTING MONTH | | BOOK VALUE ON PETITION DATE | |
LIABILITIES NOT SUBJECT TO COMPROMISE (Postpetition) | | | | | |
Accounts Payable | | 0.00 | | 0.00 | |
Accounts Payable - Intercompany | | 5,270.18 | | 0.00 | |
Taxes Payable (refer to FORM MOR-4) | | 0.00 | | 0.00 | |
Wages Payable | | 0.00 | | 0.00 | |
Unsecured Debt - nonpriority - divestiture expenses and other | | 0.00 | | 0.00 | |
Unsecured Debt - nonpriority - non qualified retirement plan | | 0.00 | | 0.00 | |
Secured Debt / Adequate Protection Payments | | 0.00 | | 0.00 | |
Professional Fees | | 0.00 | | 0.00 | |
Amounts Due to Insiders* | | 0.00 | | 0.00 | |
Other Postpetition Liabilities (attach schedule) | | 272,304.42 | | 0.00 | |
TOTAL POSTPETITION LIABILITIES | | 277,574.60 | | 0.00 | |
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition) | | | | | |
Secured Debt | | | | 0.00 | |
Priority Debt | | | | 0.00 | |
Uncleared Checks (a) | | 4,796.65 | | 12,501.44 | |
Unsecured Debt - intercompany | | 12,521,229.10 | | 12,521,229.10 | |
Unsecured Debt - priority claims | | 2,020,000.00 | | 1,958,952.25 | |
Unsecured Debt - nonpriority - non qualified retirement plan (d) | | 5,642,430.62 | | 5,833,058.00 | |
Unsecured Debt - nonpriority - income taxes payable (b) (f) | | (229,664.00 | ) | 7,902,538.24 | |
Unsecured Debt - nonpriority - divestiture expenses and other (c) (f) (g) | | 13,867,880.85 | | 11,632,443.54 | |
TOTAL PRE-PETITION LIABILITIES | | 33,826,673.22 | | 39,860,722.57 | |
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TOTAL LIABILITIES | | 34,104,247.82 | | 39,860,722.57 | |
OWNER EQUITY | | | | | |
Capital Stock | | 500.00 | | 500.00 | |
Additional Paid-In Capital | | 130,081,009.26 | | 130,081,009.26 | |
Partners’ Capital Account | | | | 0.00 | |
Owner’s Equity Account | | | | 0.00 | |
Retained Earnings - Pre-Petition (e) | | (7,744,920.79 | ) | (7,547,844.42 | ) |
Retained Earnings - Postpetition | | 6,281,263.53 | | 0.00 | |
Adjustments to Owner Equity (attach schedule) | | | | 0.00 | |
Postpetition Contributions (Distributions) (Draws) (attach schedule) | | | | 0.00 | |
NET OWNER EQUITY | | 128,617,852.00 | | 122,533,664.76 | |
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TOTAL LIABILITIES AND OWNERS’ EQUITY | | 162,722,099.82 | | 162,394,387.33 | |
* “Insider” is defined in 11 U.S.C. Section 101(31). | | 0.00 | | 0.00 | |
(a)- | | Outstanding checks not cleared at the date of filing. These amounts represent an unsecured claim. |
(b) | | Entech’s federal tax return is filed on a consolidated basis and as such there is no tax liability owed. However, these amounts are reported on the Debtor’s books as if it filed its own federal tax return. In November income taxes increased by 103,106.48 due to a true-up to the benefit restoration plan for 2002. |
(c) | | A post-retirement benefit liability of $188,803.68 was moved to Touch America Holdings, Inc. |
(d) | | There was a true-up for 2002 for the benefit restoration plan of $261,758.00 in November 2003. |
(e) | | The November balance changes due to a 2002 true-up relating to the benefit restoration plan. |
(f) | | The Book Value on Petition Date amount incorrectly included the amount for Unsecured Debt - priority claims causing the Unsecured Debt - nonpriority - income taxes payable amount to be overstated and the Unsecured Debt - Nonpriority - divestiture expenses and other amount to be understated by $1,958,952.25. |
(g) | | The Book Value at the end of the Current Month amount contains approximately 6.5 million in potential Net Income resulting from the Energy Business divestiture. |
ASSETS | | BOOK VALUE AT END OF CURRENT REPORTING MONTH | | BOOK VALUE ON PETITION DATE | |
Other Current Assets | | | | | |
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Other Assets | | | | | |
Benefit Restoration Plan (A) | | 7,993,840.43 | | 7,840,079.98 | |
Other investments | | 0.00 | | 28,500.00 | |
Total | | 7,993,840.43 | | 7,868,579.98 | |
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LIABILITIES AND OWNER EQUITY | | BOOK VALUE AT END OF CURRENT REPORTING MONTH | | BOOK VALUE ON PETITION DATE | |
Other Postpetition Liabilities | | | | | |
Divestiture expenditures - Oil and Gas | | 0.00 | | | |
Benefit restoration plan (A) | | 272,304.42 | | | |
Post employment benefits - FAS 88 | | 0.00 | | | |
Total | | 272,304.42 | | | |
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Adjustments to Owner Equity | | | | | |
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Postpetition Contributions (Distributions) (Draws) | | | | | |
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Restricted Cash: cash that is restricted for a specific use and not available to fund operations. Typically, restricted cash is segregated into a separate account, such as an escrow account.
(A) The Benefit Restoration Plan Investments and Liabilities are trued-up to actuals annually at the end of the year based on information received from the Actuarial.
FORM MOR-3 (CON’T)
(9/99)
In re: Entech, LLC | | Case No. | 03-11917 (KJC) |
| | Reporting Period: | August 1, 2004 - August 31, 2004 |
STATUS OF POSTPETITION TAXES
The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero.
Attach photocopies of IRS Form 6123 or payment receipt to verify payment or deposit of federal payroll taxes.
Attach photocopies of any tax returns filed during the reporting period.
| | Beginning Tax Liability | | Amount Withheld or Accrued | | Amount Paid | | Date Paid | | Check No. or EFT | | Ending Tax Liability | |
Federal | | | | | | | | | | | | | |
Withholding | | | | | | | | | | | | | |
FICA-Employee | | | | | | | | | | | | | |
FICA-Employer | | | | | | | | | | | | | |
Unemployment | | | | | | | | | | | | | |
Income | | | | | | | | | | | | | |
Other: | | | | | | | | | | | | | |
Total Federal Taxes | | 0.00 | | 0.00 | | 0.00 | | 0.00 | | 0.00 | | 0.00 | |
State and Local | | | | | | | | | | | | | |
Withholding | | | | | | | | | | | | | |
Sales | | | | | | | | | | | | | |
Excise | | | | | | | | | | | | | |
Unemployment | | | | | | | | | | | | | |
Real Property | | | | | | | | | | | | | |
Personal Property | | | | | | | | | | | | | |
Other: | | | | | | | | | | | | | |
Total State and Local | | 0.00 | | 0.00 | | 0.00 | | 0.00 | | 0.00 | | 0.00 | |
Total Taxes | | 0.00 | | 0.00 | | 0.00 | | 0.00 | | 0.00 | | 0.00 | |
SUMMARY OF UNPAID POSTPETITION DEBTS
Attach aged listing of accounts payable.
| | | | Number of Days Past Due | | | |
| | Current | | 0-30 | | 31-60 | | 61-90 | | Over 90 | | Total | |
Accounts Payable - U S Trustee Fee | | | | | | | | | | | | | |
Wages Payable | | | | | | | | | | | | | |
Taxes Payable | | | | | | | | | | | | | |
Rent/Leases-Building | | | | | | | | | | | | | |
Rent/Leases-Equipment | | | | | | | | | | | | | |
Secured Debt/Adequate Protection Payments | | | | | | | | | | | | | |
Professional Fees | | | | | | | | | | | | | |
Amounts Due to Insiders* | | | | | | | | | | | | | |
Other: | | | | | | | | | | | | | |
Other: | | | | | | | | | | | | | |
Total Postpetition Debts | | 0.00 | | 0.00 | | 0.00 | | 0.00 | | 0.00 | | 0.00 | |
Explain how and when the Debtor intends to pay any past-due postpetition debts.
* “Insider” is defined in 11 U.S.C. Section 101(31).
In re: Entech, LLC | | Case No. | 03-11917 (KJC) |
| | Reporting Period: | August 1, 2004 - August 31, 2004 |
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING
Accounts Receivable Reconciliation | | Amount | |
Total Accounts Receivable at the beginning of the reporting period | | | | 6,612,692.54 | |
+ Amounts billed during the period | | | | | |
- Amounts collected during the period | | | | | |
Total Accounts Receivable at the end of the reporting period | | | | 6,612,692.54 | |
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Accounts Receivable Aging | | Amount | |
0 - 30 days old | | | | | |
31 - 60 days old | | | | | |
61 - 90 days old | | | | | |
91+ days old | | | | 10,612,692.54 | |
Total Accounts Receivable | | | | 10,612,692.54 | |
Amount considered uncollectible (Bad Debt) | | | | 4,000,000.00 | |
Accounts Receivable (Net) | | | | 6,612,692.54 | |
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DEBTOR QUESTIONNAIRE
Must be completed each month | | 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 postpetition 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 | | | |