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: | | 8 |
Debtor(s). | | | | For the Month Ending: | | 1/31/2016 |
I. CASH RECEIPTS AND DISBURSEMENTS
A. (GENERAL ACCOUNT*)
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1. | | TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS | | | | 19,177,058.45 | |
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2. | | LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS | | | | 16,054,228.66 | |
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3. | | BEGINNING BALANCE: | | | | | | | | | 3,122,829.79 | |
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4. | | RECEIPTS DURING CURRENT PERIOD: | | | | | | | | | | |
| | Accounts Receivable - Post-filing | | | | | | | | | | |
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| | Accounts Receivable - Pre-filing | | | | | 1,659,326.81 | | | | | |
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| | General Sales | | | | | | | | | | |
| | Other (Specify) | | | | | | | | | | |
| | **Other (Specify) | | | | | | | | | | |
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| | TOTAL RECEIPTS THIS PERIOD: | | | | | | | | | 1,659,326.81 | |
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5. | | BALANCE: | | | | | | | | | 4,782,156.60 | |
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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) | | | | | 3,689,462.03 | | | | | |
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| | TOTAL DISBURSEMENTS THIS PERIOD:*** | | | | | | | | | 3,689,462.03 | |
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7. | | ENDING BALANCE: | | | | | | | | | 1,092,694.57 | |
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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: | | 1/31/2016 | | Balance on Statement: | | $ | 1,092,694.57 | |
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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: | | | | | | $ | 1,092,694.57 | |
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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
C. (Merchant Account)
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1. | | TOTAL RECEIPTS PER ALL PRIOR MERCHANT ACCOUNT REPORTS | | | 8,439,506.90 | |
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2. | | LESS: TOTAL DISBURSEMENTS PER ALL PRIOR Merchant ACCOUNT REPORTS | | | 8,439,506.90 | |
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3. | | BEGINNING BALANCE: | | | — | |
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4. | | RECEIPTS DURING CURRENT PERIOD: (Transferred from General Account) | | | 1,412,753.35 | |
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5. | | BALANCE: | | | 1,412,753.35 | |
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6. | | LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:*** | | | 1,412,753.35 | |
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7. | | ENDING BALANCE: | | | 0.00 | |
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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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Page 3 of 11
I. CASH RECEIPTS AND DISBURSEMENTS
B. (PAYROLL ACCOUNT)
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1. | | TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS | | | 0.00 | |
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2. | | LESS: TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS | | | 0.00 | |
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3. | | BEGINNING BALANCE: | | | 0.00 | |
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4. | | RECEIPTS DURING CURRENT PERIOD: (Transferred from General Account) | | | 0.00 | |
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5. | | BALANCE: | | | 0.00 | |
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6. | | LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:*** | | | 0.00 | |
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7. | | ENDING BALANCE: | | | 0.00 | |
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8. | | PAYROLL Account Number(s): | | |
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| | Depository Name & Location: | | |
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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: | | 1,092,694.57 | | |
| | | | Payroll Account: | | 0.00 | | |
| | | | Tax Account: | | 0.00 | | |
*Other Accounts: | | | | Merchant Account | | 0.00 | | |
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*Other Monies: | | | | | | |
| | **Petty Cash (from below): | | 0.00 | | |
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TOTAL CASH AVAILABLE: | | 1,092,694.57 |
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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 | |
Fast Pay Partners | | Total amount due | | | 2,130,065.96 | | | | 0 | | | | 0.00 | |
Hewlett-Packard | | Total amount due | | | 25,530.99 | | | | 0 | | | | 0.00 | |
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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: | | | 133,771.94 | |
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| | Total Post-Petition Amounts Owing | | | Amount Delinquent | | | Date Delinquent Amount Due |
Federal Withholding | | | 38,154.64 | | | | | | | |
State Withholding | | | 14,308.71 | | | | | | | |
FICA- Employer’s Share | | | 20,052.89 | | | | | | | |
FICA- Employee’s Share | | | 20,052.89 | | | | | | | |
Federal Unemployment | | | 3,390.98 | | | | | | | |
Sales and Use | | | | | | | | | | |
Real Property | | | | | | | | | | |
Other: | | | | | | | | | | |
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TOTAL: | | | 95,960.11 | | | | 0.00 | | | |
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Page 6 of 11
IV. AGING OF ACCOUNTS PAYABLE AND RECEIVABLE
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| | *Accounts Payable | | | Accounts Receivable | |
| | Post-Petition | | | Pre-Petition | | | Post-Petition | |
30 days or less | | | 100,746.79 | | | | | | | | 0.00 | |
31- 60 days | | | | | | | | | | | 760.19 | |
61- 90 days | | | | | | | | | | | 769,140.85 | |
91 - 120 days | | | | | | | 68,866.24 | | | | | |
Over 120 days | | | | | | | 1,017,782.89 | | | | | |
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TOTAL: | | | 100,746.79 | | | | 1,086,649.13 | | | | 769,901.04 | |
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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 | | | | 1/18/2016 | | | Full Paid |
Worker’s Compensation | | One Beacon | | | 1,000,000.00 | | | | 4/10/2016 | | | Full Paid |
Casualty | | Hartford | | | 5,764,000.00 | | | | 1/18/2016 | | | Full Paid |
Vehicle | | Hartford | | | 1,000,000.00 | | | | 1/18/2016 | | | 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 | | | | 1,625.00 | | | | 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 | |
31-Dec-2015 | | | 12,202,146.25 | | | | 13,000.00 | | | | 11-Feb-2016 | | | | 13,000.00 | | | | 0.00 | |
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| | | | 27,625.00 | | | | | | | | 27,625.00 | | | | 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 | |
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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 | | | 0 | | | | 11,937,119 | |
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Less: Returns/Discounts | | | | | | | | |
Net Sales/Revenue | | | 0 | | | | 11,937,119 | |
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Cost of Goods Sold: | | | | | | | | |
Beginning Inventory at cost | | | | | | | | |
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TAC | | | 0 | | | | 9,994,600 | |
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Less: Ending Inventory at cost | | | | | | | | |
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Cost of Goods Sold (COGS) | | | 0 | | | | 9,994,600 | |
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Gross Profit | | | 0 | | | | 1,942,519 | |
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Other Operating Income (Itemize) | | | | | | | | |
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Operating Expenses: | | | | | | | | |
Payroll - Insiders | | | 31,748 | | | | 438,316 | |
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Payroll - Other Employees | | | 0 | | | | 2,410,892 | |
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Payroll Taxes | | | 2,429 | | | | 217,964 | |
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Benefits | | | 1,910 | | | | 261,891 | |
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Connectivity & Content | | | 0 | | | | 460,885 | |
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Credit Card Fees | | | 0 | | | | 49,284 | |
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Other Taxes (Itemize) | | | | | | | 0 | |
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Depreciation and Amortization | | | 0 | | | | 1,442,651 | |
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Rent Expense - Real Property | | | 2,402 | | | | 152,255 | |
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Lease Expense - Personal Property | | | 0 | | | | 28,477 | |
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Insurance | | | 1,797 | | | | 31,160 | |
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Real Property Taxes | | | | | | | 0 | |
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Telephone, Utilities, Office Expense | | | 335 | | | | 207,775 | |
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Repairs and Maintenance | | | 0 | | | | 33,267 | |
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Travel and Entertainment (Itemize) | | | 0 | | | | 0 | |
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Consulting | | | 21,922 | | | | 133,290 | |
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Advertising and Marketing | | | 0 | | | | 105,775 | |
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Miscellaneous Operating Expenses (Itemize) | | | 0.00 | | | | 0 | |
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Total Operating Expenses | | | 62,542 | | | | 5,973,883 | |
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Net Gain/(Loss) from Operations | | | (62,542 | ) | | | (4,031,364 | ) |
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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)-Impairment of goodwill and intangbiles | | | (3,233,732 | ) | | | (21,723,866 | ) |
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Total Non-Operating income | | | (3,233,732 | ) | | | (21,723,866 | ) |
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Non-Operating Expenses: | | | | | | | | |
Interest Expense | | | | | | | | |
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Legal and Professional (Itemize) - see below | | | 40,397 | | | | 990,949 | |
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Stock Compensation | | | 0 | | | | 135,288 | |
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Other (Itemize) | | | | | | | | |
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Total Non-Operating Expenses | | | 40,397 | | | | 1,126,237 | |
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NET INCOME/(LOSS) | | | (3,336,671 | ) | | | (26,881,467 | ) |
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Itemized legal and professional fees: | | | | | | | | |
Winthrop Couchot | | | — | | | | 483,325 | |
Andrews Kurth | | | 14,828 | | | | 14,828 | |
Baker & McKenzie | | | 25,569 | | | | 25,569 | |
Robins Kaplan LLP | | | — | | | | 102,406 | |
Siemer & Associates | | | — | | | | 350,821 | |
Haskell & White | | | — | | | | 14,000 | |
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Total legal and professional fees | | | 40,397 | | | | 990,950 | |
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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 | | | 1,092,694.57 | | | | | |
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Restricted Cash | | | 0.00 | | | | | |
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Accounts Receivable | | | 1,856,550.17 | | | | | |
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Inventory | | | 0.00 | | | | | |
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Notes Receivable | | | 0.00 | | | | | |
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Prepaid Expenses | | | 193,220.12 | | | | | |
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Other (Itemize) | | | | | | | | |
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Total Current Assets | | | | | | | 3,142,464.86 | |
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Property, Plant, and Equipment | | | 0.00 | | | | | |
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Accumulated Depreciation/Depletion | | | 0.00 | | | | | |
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Net Property, Plant, and Equipment | | | | | | | 0.00 | |
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Other Assets (Net of Amortization): | | | | | | | | |
Due from Insiders | | | 0.00 | | | | | |
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Goodwill | | | 0.00 | | | | | |
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Intangible Assets | | | 0.00 | | | | | |
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Deposits | | | 0.00 | | | | | |
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Other (Itemize) | | | 0.00 | | | | | |
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Total Other Assets | | | | | | | 0.00 | |
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TOTAL ASSETS | | | | | | | 3,142,464.86 | |
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LIABILITIES | | | | | | | | |
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Post-petition Liabilities: | | | | | | | | |
| | | | | | | | |
Accounts Payable | | | 100,746.79 | | | | | |
| | | | | | | | |
Taxes Payable | | | 0.00 | | | | | |
| | | | | | | | |
Notes Payable | | | 0.00 | | | | | |
| | | | | | | | |
Professional fees | | | 0.00 | | | | | |
| | | | | | | | |
Secured Debt | | | 0.00 | | | | | |
| | | | | | | | |
Other (Itemize) | | | | | | | | |
| | | | | | | | |
Total Post-petition Liabilities | | | | | | | 100,746.79 | |
| | | | | | | | |
| | |
Pre-petition Liabilities: | | | | | | | | |
Secured Liabilities | | | 0.00 | | | | | |
| | | | | | | | |
Priority Liabilities | | | 162,082.23 | | | | | |
| | | | | | | | |
Unsecured Liabilities | | | 26,404,640.72 | | | | | |
| | | | | | | | |
Deferred Revenue | | | 112,462.00 | | | | | |
| | | | | | | | |
Total Pre-petition Liabilities | | | | | | | 26,679,184.95 | |
| | | | | | | | |
| | |
TOTAL LIABILITIES | | | | | | | 26,779,931.74 | |
| | | | | | | | |
| | |
EQUITY: | | | | | | | | |
Pre-petition Owners’ Equity | | | 3,244,000.49 | | | | | |
| | | | | | | | |
Post-petition Profit/(Loss) | | | (26,881,467.37 | ) | | | | |
| | | | | | | | |
Direct Charges to Equity | | | 0.00 | | | | | |
| | | | | | | | |
TOTAL EQUITY | | | | | | | (23,637,466.88 | ) |
| | | | | | | | |
| | |
TOTAL LIABILITIES & EQUITY | | | | | | | 3,142,464.86 | |
| | | | | | | | |
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 Completed a Section 363 asset sale to Media.net | | | | | | | | |
| | | |
4. | | Describe potential future developments which may have a significant impact on the case: Collecting receivables and looking to make a distribution to unsecured creditors | | | | | | | | |
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. | | | | | | | | |
| | | | |
2-11-2016 | | | | ![LOGO](https://capedge.com/proxy/8-K/0001193125-16-475739/g141926ex99_1sig.jpg) |
Date | | | | Principal for debtor-in-possession |
Page 11 of 11