Exhibit 99.1
UNITED STATES DEPARTMENT OF JUSTICE
OFFICE OF THE UNITED STATES TRUSTEE
CENTRAL DISTRICT OF CALIFORNIA
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In Re: | | | | CHAPTER 11 (BUSINESS) | | |
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Local Corporation, | | | | Case Number: | | 8:15-bk-13153 SC |
dba Local.Com Corporation, | | | | Operating Report Number: | | #2 |
Debtor(s). | | | | For the Month Ending: | | 7/31/2015 |
I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT*)
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1. | | TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS | | | $ | 1,731,080.24 | |
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2. | | LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS | | | $ | 256,888.91 | |
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3. | | BEGINNING BALANCE: | | | | | | | | $ | 1,474,191.33 | |
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4. | | RECEIPTS DURING CURRENT PERIOD: | | | | | | | | | | |
| | Accounts Receivable - Post-filing | | | | | | | | | | |
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| | Accounts Receivable - Pre-filing | | | | $ | 2,903,264.11 | | | | | |
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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: | | | | | | | | $ | 2,903,264.11 | |
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5. | | BALANCE: | | | | | | | | $ | 4,377,455.44 | |
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6. | | LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD | | | | | | | | | | |
| | Transfers to Other DIP Accounts (from page 2) | | | | $ | 0.00 | | | | | |
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| | Disbursements (from page 2) | | | | $ | 851,967.65 | | | | | |
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| | TOTAL DISBURSEMENTS THIS PERIOD:*** | | | | | | | | $ | 851,967.65 | |
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7. | | ENDING BALANCE: | | | | | | | | $ | 3,525,487.79 | |
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8. | | General Account Number(s): | | XXXXX1477 |
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| | Depository Name & Location: | | 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. |
*** | This amount should be the same as the total from page 2. |
Page 1 of 11
GENERAL ACCOUNT
BANK RECONCILIATION
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| | Bank statement Date: | | 7/31/2015 | | Balance on Statement: | | $ | 3,525,487.79 | |
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Plus deposits in transit (a): | | | | | | | | |
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TOTAL DEPOSITS IN TRANSIT | | | | | | | 0.00 | |
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Less Outstanding Checks (a): | | | | | | | | |
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| | Check Number | | Check Date | | Check Amount | | | |
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TOTAL OUTSTANDING CHECKS: | | | | | | | 0.00 | |
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Bank statement Adjustments: | | | | | | | | |
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Explanation of Adjustments- | | | | | | | | |
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ADJUSTED BANK BALANCE: | | | | | | $ | 3,525,487.79 | |
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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 11
I. CASH RECEIPTS AND DISBURSEMENTS
B. (Merchant Account) *
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1. | | TOTAL RECEIPTS PER ALL PRIOR MERCHANT ACCOUNT REPORTS | | $ | 1,731,080.24 | |
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2. | | LESS: TOTAL DISBURSEMENTS PER ALL PRIOR MERCHANT ACCOUNT REPORTS | | $ | 256,888.91 | |
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3. | | BEGINNING BALANCE: | | $ | 1,474,191.33 | |
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4. | | RECEIPTS DURING CURRENT PERIOD: | | $ | 2,912,508.67 | |
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| | (Transferred from General Account) | | | | |
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5. | | BALANCE: | | $ | 4,386,700.00 | |
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6. | | LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTALTRANSFERS THIS PERIOD: | | -$ | 4,356,419.65 | |
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7. | | ENDING BALANCE: | | $ | 30,280.35 | |
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8. | | MERCHANT Account Number(s): | | xxx0049 |
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| | Depository Name & Location: | | Square 1 Merchant Account |
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* | This pre-petition account is authorized to remain open, but is regularly swept into the Debtor’s DIP account |
Page 3 of 11
MERCHANT ACCOUNT
BANK RECONCILIATION
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| | Bank statement Date: | | 7/31/2015 | | Balance on Statement: | | $ | 30,280.35 | |
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Plus deposits in transit (a): | | | | | | | | |
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| | | | Deposit Date | | Deposit Amount | | | |
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TOTAL DEPOSITS IN TRANSIT | | | | | | | 0.00 | |
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Less Outstanding Checks (a): | | | | | | | | |
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| | Check Number | | Check Date | | Check Amount | | | |
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TOTAL OUTSTANDING CHECKS: | | | | | | | 0.00 | |
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Bank statement Adjustments: | | | | | | | | |
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Explanation of Adjustments- | | | | | | | | |
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ADJUSTED BANK BALANCE: | | | | | | $ | 30,280.35 | |
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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 4 of 11
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: | | $3,525,487.79 | | |
| | Payroll Account: | | | | |
| | Tax Account: | | | | |
*Other Accounts: | | Merchant Account | | $30,280.35 | | |
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*Other Monies: | | | | | | |
| | **Petty Cash (from below): | | $0.00 | | |
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TOTAL CASH AVAILABLE: | | $3,555,768.14 |
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Petty Cash Transactions: | | |
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Date | | Purpose | | Amount | | |
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TOTAL PETTY CASH TRANSACTIONS: | | 0.00 |
* | 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 5 of 11
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 | |
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III. TAX LIABILITIES
FOR THE REPORTING PERIOD:
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Gross Sales Subject to Sales Tax: | | | | |
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Total Wages Paid: | | $ | 519,823.19 | * |
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| | Total Post-Petition Amounts Owing | | | Amount Delinquent | | | Date Delinquent Amount Due |
Federal Withholding | | | | | | | | | | |
State Withholding | | | | | | | | | | |
FICA- Employer’s Share | | | | | | | | | | |
FICA- Employee’s Share | | | | | | | | | | |
Federal Unemployment | | | | | | | | | | |
Sales and Use | | | | | | | | | | |
Real Property | | | | | | | | | | |
Other: | | | | | | | | | | |
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TOTAL: | | | 0.00 | | | | 0.00 | | | |
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* | The Debtor transfers the gross payroll amount, including all taxes, to its payroll company which issues the payroll checks and immediately makes the payment of all associated taxes. |
Page 6 of 11
IV. AGING OF ACCOUNTS PAYABLE AND RECEIVABLE
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| | *Accounts Payable Post-Petition | | | Accounts Receivable | |
| | | Pre-Petition | | | Post-Petition | |
30 days or less | | | 2,786,370.86 | | | | 0.00 | | | | 3,137,370.86 | |
31 - 60 days | | | | | | | 4,786,667.19 | | | | 339,872.78 | |
61 - 90 days | | | | | | | 132,067.46 | | | | 0.00 | |
91 - 120 days | | | | | | | 208,465.55 | | | | 0.00 | |
Over 120 days | | | | | | | 167,399.00 | | | | 0.00 | |
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TOTAL: | | | 2,786,370.86 | | | | 5,294,599.20 | | | | 3,477,243.64 | |
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V. INSURANCE COVERAGE
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| | 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 |
Worker’s 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)
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Quarterly Period Ending (Date) | | | Total Disbursements | | | Quarterly Fees | | | Date Paid | | | Amount Paid | | | Quarterly Fees Still Owing | |
| 30-Jun-2015 | | | | 256,888.91 | | | | 1,950.00 | | | | 1-Aug-2015 | | | | 1,950.00 | | | | 0.00 | |
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| | | | | | | | | 1,950.00 | | | | | | | | 1,950.00 | | | | 0.00 | |
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* | 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 7 of 11
VII SCHEDULE OF COMPENSATION PAID TO INSIDERS
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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 | | | | 46,928.07 | | | | 46,928.07 | |
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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 8 of 11
IX. PROFIT AND LOSS STATEMENT
(ACCRUAL BASIS ONLY)
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| | Current Month | | | Cumulative Post-Petition | |
Sales/Revenue: | | | | | | | | |
Gross Sales/Revenue | | | 3,134,796 | | | | 3,876,075 | |
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Less: Returns/Discounts | | | | | | | | |
Net Sales/Revenue | | | 3,134,796 | | | | 3,876,075 | |
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Cost of Goods Sold: | | | | | | | | |
Beginning Inventory at cost | | | 0 | | | | | |
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TAC | | | 2,527,609 | | | | 3,107,486 | |
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Less: Ending Inventory at cost | | | 0 | | | | | |
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Cost of Goods Sold (COGS) | | | 2,527,609 | | | | 3,107,486 | |
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Gross Profit | | | 607,187 | | | | 768,589 | |
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Other Operating Income (Itemize) | | | | | | | | |
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Operating Expenses: | | | | | | | | |
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Payroll - Insiders | | | 88,667 | | | | 108,819 | |
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Payroll - Other Employees | | | 444,797 | | | | 547,040 | |
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Payroll Taxes | | | 40,810 | | | | 50,173 | |
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Benefits | | | 62,353 | | | | 72,433 | |
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Connectivity & Content | | | 113,228 | | | | 140,684 | |
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Credit Card Fees | | | 15,000 | | | | 16,633 | |
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Other Taxes (Itemize) | | | | | | | 0 | |
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Depreciation and Amortization | | | 343,195 | | | | 413,066 | |
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Rent Expense - Real Property | | | 26,761 | | | | 26,761 | |
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Lease Expense - Personal Property | | | 2,300 | | | | 15,367 | |
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Insurance | | | 6,403 | | | | 8,200 | |
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Real Property Taxes | | | | | | | 0 | |
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Telephone, Utilities, Office Expense | | | 56,610 | | | | 60,857 | |
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Repairs and Maintenance | | | 9,010 | | | | 10,270 | |
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Travel and Entertainment (Itemize) | | | 0 | | | | 0 | |
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Consulting | | | 13,000 | | | | 17,200 | |
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Advertising and Marketing | | | 32,750 | | | | 40,275 | |
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Miscellaneous Operating Expenses (Itemize) | | | 0.00 | | | | 0 | |
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Total Operating Expenses | | | 1,254,884 | | | | 1,527,777 | |
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Net Gain/(Loss) from Operations | | | (647,697 | ) | | | (759,188 | ) |
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Non-Operating Income: | | | | | | | | |
Interest Income | | | 0 | | | | 0 | |
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Net Gain on Sale of Assets (Itemize) | | | 0 | | | | 0 | |
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Other (Itemize) | | | 0 | | | | 0 | |
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Total Non-Operating income | | | 0 | | | | 0 | |
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Non-Operating Expenses: | | | | | | | | |
Interest Expense | | | | | | | | |
Legal and Professional (Itemize) | | | 20,000 | | | | 20,000 | |
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Stock Compensation | | | 45,096 | | | | 45,096 | |
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Other (Itemize) | | | | | | | | |
Total Non-Operating Expenses | | | 65,096 | | | | 65,096 | |
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NET INCOME/(LOSS) | | | (712,793 | ) | | | (824,284 | ) |
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(Attach exhibit listing all itemizations required above)
Page 9 of 11
X. BALANCE SHEET
(ACCRUAL BASIS ONLY)
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| | Current Month End | | | | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
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Unrestricted Cash | | | 3,525,487.79 | | | | | |
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Restricted Cash | | | 0.00 | | | | | |
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Accounts Receivable | | | 8,771,842.84 | | | | | |
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Inventory | | | 0.00 | | | | | |
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Notes Receivable | | | 0.00 | | | | | |
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Prepaid Expenses | | | 824,833.00 | | | | | |
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Other (Itemize) | | | | | | | | |
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Total Current Assets | | | | | | | 13,122,163.63 | |
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Property, Plant, and Equipment | | | 21,135,233.00 | | | | | |
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Accumulated Depreciation/Depletion | | | (20,615,410.00 | ) | | | | |
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Net Property, Plant, and Equipment | | | | | | | 519,823.00 | |
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Other Assets (Net of Amortization): | | | | | | | | |
Due from Insiders | | | 0.00 | | | | | |
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Goodwill | | | 19,280,579.00 | | | | | |
| | | | | | | | |
Intangible Assets | | | 1,606,137.00 | | | | | |
| | | | | | | | |
Deposits | | | 60,005.00 | | | | | |
| | | | | | | | |
Other (Itemize) | | | 0.00 | | | | | |
| | | | | | | | |
Total Other Assets | | | | | | | 20,946,721.00 | |
| | | | | | | | |
| | |
TOTAL ASSETS | | | | | | | 34,588,707.63 | |
| | | | | | | | |
| | |
LIABILITIES | | | | | | | | |
| | | | | | | | |
Post-petition Liabilities: | | | | | | | | |
| | | | | | | | |
Accounts Payable | | | 2,786,370.86 | | | | | |
| | | | | | | | |
Taxes Payable | | | 0.00 | | | | | |
| | | | | | | | |
Notes Payable | | | 0.00 | | | | | |
| | | | | | | | |
Professional fees | | | 0.00 | | | | | |
| | | | | | | | |
Secured Debt | | | 0.00 | | | | | |
| | | | | | | | |
Other (Itemize) | | | | | | | | |
| | | | | | | | |
Total Post-petition Liabilities | | | | | | | 2,786,370.86 | |
| | | | | | | | |
| | |
Pre-petition Liabilities: | | | | | | | | |
Secured Liabilities | | | 2,124,099.94 | | | | | |
| | | | | | | | |
Priority Liabilities | | | 184,952.00 | | | | | |
| | | | | | | | |
Unsecured Liabilities | | | 26,404,640.72 | | | | | |
| | | | | | | | |
Deferred Revenue | | | 112,462.00 | | | | | |
| | | | | | | | |
Total Pre-petition Liabilities | | | | | | | 28,826,154.66 | |
| | | | | | | | |
| | |
TOTAL LIABILITIES | | | | | | | 31,612,525.52 | |
| | | | | | | | |
| | |
EQUITY: | | | | | | | | |
Pre-petition Owners’ Equity | | | 3,623,879.11 | | | | | |
| | | | | | | | |
Post-petition Profit/(Loss) | | | (647,697.00 | ) | | | | |
| | | | | | | | |
Direct Charges to Equity | | | 0.00 | | | | | |
| | | | | | | | |
TOTAL EQUITY | | | | | | | 2,976,182.12 | |
| | | | | | | | |
TOTAL LIABILITIES & EQUITY | | | | | | | 34,588,707.63 | |
| | | | | | | | |
Page 10 of 11
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 There has been some uncertainly around the strategy to be implemented in this case. While the Debtor has received numerous offers (and asset purchase agreements) for the purchase of a variety of the Debtor’s businesses, the Debtor has been unable to file a sale procedures motion based on requested contingencies related to the Google and Yahoo contracts, which have complicated the sale process. The Debtor has been trying to work with the buyers and as well as Google and Yahoo to remove these contingencies or otherwise develop a process that would allow the Debtor to move forward with an auction. In the meantime, the Debtor has also received expressions of interest from certain parties to potentially sponsor a reorganization around certain of the Debtor’s assets. Based on the foregoing, the Debtor is not in a position to file a plan and disclosure statement until more certainty is achieved relative to the development and implementation of its strategy. | | | | |
| | | |
4. | | Describe potential future developments which may have a significant impact on the case: Future developments include the possible sale of assets through a Section 363 sales process. | | | | |
| | | |
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. | | X
| | |
| | | |
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. | | | | |
| | | | |
8-14-15 | | | | ![LOGO](https://capedge.com/proxy/8-K/0001193125-15-299021/g40680ex99_1pg024.jpg) |
| | | | |
Date | | | | Principal for debtor-in-possession |
Page 11 of 11