Exhibit 99.2
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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In re | | RHI ENTERTAINMENT, INC., et al. | | Case No. | | 10-16536 (Jointly Administered) |
| | Debtor | | Reporting Period: | | February 1, 2011 to February 28, 2011 |
| | | | | | |
| | | | Federal Tax I.D. # | | 36-4614616 |
CORPORATE MONTHLY OPERATING REPORT
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| | | | Document | | Explanation |
REQUIRED DOCUMENTS | | Form No. | | Attached | | 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 | | | | X | | |
Cash disbursements journals | | | | | | X |
Statement of Operations | | MOR-2 | | X | | |
Balance Sheet | | MOR-3 | | X | | |
Status of Post-petition Taxes | | MOR-4 | | | | X |
Copies of IRS Form 6123 or payment receipt | | | | | | X |
Copies of tax returns filed during reporting period | | | | | | X |
Summary of Unpaid Post-petition Debts | | MOR-4 | | X | | |
Listing of Aged Accounts Payable | | | | X | | |
Accounts Receivable Reconciliation and Aging | | MOR-5 | | X | | |
Taxes Reconciliation and Aging | | MOR-5 | | | | X |
Payments to Insiders and Professional | | MOR-6 | | X | | |
Post Petition Status of Secured Notes, Leases Payable | | MOR-6 | | | | X |
Debtor Questionnaire | | MOR-7 | | 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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/s/ Michael Scarpelli | | Date: March 22, 2011 |
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Michael Scarpelli | | |
Executive Vice President, Finance | | |
FORM MOR
2/2008
PAGE 1 OF 1
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In re | | RHI ENTERTAINMENT, INC., et al. | | Case No. | | 10-16536 (Jointly Administered) |
| | Debtor | | Reporting Period: | | February 1, 2011 to February 28, 2011 |
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
| | | | | | | | | | | | | | | | | | | | |
| | BANK ACCOUNTS |
| | | | | | | | | | | | | | | | | | CURRENT MONTH |
| | | | | | | | | | | | | | | | | | ACTUAL (TOTAL OF |
ACCOUNT NUMBER (LAST 4) | | OPER | | PAYROLL | | TAX | | OTHER | | ALL ACCOUNTS) |
CASH FEBRUARY 1, 2011 | | $ | 9,328,428 | | | $ | 434,778 | | | | | | | $ | 693,839 | | | $ | 10,457,045 | |
RECEIPTS | | | | | | | | | | | | | | | | | | | | |
CASH SALES | | | | | | | | | | | | | | | | | | | — | |
ACCOUNTS RECEIVABLE | | | 2,211,264 | | | | | | | | | | | | | | | | 2,211,264 | |
INTERBANK TRANSFERS | | | 2,402,089 | | | | 788,004 | | | | | | | | 153,604 | | | | 3,343,697 | |
SALE OF ASSETS | | | | | | | | | | | | | | | | | | | — | |
OTHER(ATTACH LIST) | | | | | | | | | | | | | | | | | | | — | |
TRANSFERS(FROM DIP ACCTS) | | | | | | | | | | | | | | | | | | | — | |
TOTAL RECEIPTS | | | 4,613,353 | | | | 788,004 | | | | | | | | 153,604 | | | | 5,554,961 | |
DISBURSEMENTS | | | | | | | | | | | | | | | | | | | | |
NET PAYROLL | | | | | | | 396,883 | | | | | | | | 5,267 | | | | 402,151 | |
PAYROLL TAXES | | | | | | | 291,863 | | | | | | | | | | | | 291,863 | |
ACCOUNT SERVICE FEES | | | | | | | 2,310 | | | | | | | | | | | | 2,310 | |
ASSIGNED RECEIVABLES | | | | | | | | | | | | | | | | | | | — | |
DEVELOPMENT COSTS | | | 19,808 | | | | | | | | | | | | | | | | 19,808 | |
SECURED/ RENTAL/ LEASES | | | 289,647 | | | | | | | | | | | | | | | | 289,647 | |
INSURANCE | | | | | | | | | | | | | | | | | | | — | |
HEALTH INSURANCE | | | 1,972 | | | | | | | | | | | | 90,100 | | | | 92,072 | |
ADMINISTRATIVE | | | 259,375 | | | | | | | | | | | | 34,474 | | | | 293,849 | |
SELLING | | | 1,313,753 | | | | | | | | | | | | | | | | 1,313,753 | |
SALARIES | | | 60,987 | | | | 122,504 | | | | | | | | | | | | 183,491 | |
RESIDUALS | | | | | | | | | | | | | | | | | | | — | |
RESTRUCTURING | | | 475,864 | | | | | | | | | | | | | | | | 475,864 | |
INTERBANK TRANSFERS | | | 3,343,697 | | | | | | | | | | | | | | | | 3,343,697 | |
PROFESSIONAL FEES | | | 67,291 | | | | | | | | | | | | 962 | | | | 68,253 | |
RIGHTS BUY BACK | | | | | | | | | | | | | | | | | | | — | |
U.S. TRUSTEE QUARTERLY FEES | | | | | | | | | | | | | | | | | | | — | |
COURT COSTS | | | | | | | | | | | | | | | | | | | — | |
TOTAL DISBURSEMENTS | | | 5,832,394 | | | | 813,560 | | | | | | | | 130,803 | | | | 6,776,757 | |
| | | | | | | | | | | | | | | | | | | | |
NET CASH FLOW (RECEIPTS LESS DISBURSEMENTS) | | | (1,219,040 | ) | | | (25,557 | ) | | | | | | | 22,801 | | | | (1,221,796 | ) |
| | | | | | | | | | | | | | | | | | | | |
CASH — FEBRUARY 28, 2011 | | $ | 8,109,387 | | | $ | 409,222 | | | | | | | $ | 716,640 | | | $ | 9,235,249 | |
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* | | COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE |
THE FOLLOWING SECTION MUST BE COMPLETED
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TOTAL DISBURSEMENTS | | $ | 6,776,757 | |
LESS: TRANSFERS TO OTHER DEBTOR IN POSSESSION ACCOUNTS | | | (3,343,697 | ) |
LESS: NON-DEBTOR DISBURSEMENTS (RHI ENTERTAINMENT LIMITED) | | | (28,253 | ) |
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts) | | | | |
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES | | $ | 3,404,807 | |
FORM MOR-1
2/2008
PAGE 1 OF 1
RHI ENTERTAINMENT, INC., AND RELATED CASES. |
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Case Number | | Debtor | | Disbursements: |
| 081-10-16536 | | | RHI ENTERTAINMENT, INC., | | $ | 0.00 | |
| 081-10-16537 | | | RHI ENTERTAINMENT, LLC | | $ | 2,904,461.35 | |
| 081-10-16538 | | | RHIE HOLDINGS INC., | | $ | 0.00 | |
| 081-10-16541 | | | RHI ENTERTAINMENT HOLDINGS II, | | $ | 0.00 | |
| 081-10-16549 | | | RHI ENTERTAINMENT DISTRIBUTION | | $ | 0.00 | |
| 081-10-16550 | | | RHI INTERNATIONAL DISTRIBUTION | | $ | 491,396.93 | |
| 081-10-16551 | | | RHI ENTERTAINMENT PRODUCTIONS, | | $ | 0.00 | |
| 081-10-16552 | | | HE PRO TUNES, INC., | | $ | 0.00 | |
| 081-10-16553 | | | HEGOA INC., | | $ | 0.00 | |
| 081-10-16554 | | | HEP MUSIC, INC. | | $ | 0.00 | |
| 081-10-16555 | | | HEP SS MUSIC INC., | | $ | 0.00 | |
| 081-10-16556 | | | DON QUIXOTE, INC., | | $ | 0.00 | |
| 081-10-16557 | | | INDEPENDENT PROJECTS, INC., | | $ | 0.00 | |
| 081-10-16558 | | | LIBRARY STORAGE, INC., | | $ | 8,948.70 | |
| 081-10-16560 | | | METROPOLITAN PRODUCTIONS, INC. | | $ | 0.00 | |
| 081-10-16561 | | | NGP HOLDING, INC., | | $ | 0.00 | |
| 081-10-16562 | | | SLB PRODUCTIONS, INC., | | $ | 0.00 | |
| | | | GRAND TOTALS: | | $ | 3,404,806.98 | |
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In re | | RHI ENTERTAINMENT, INC., et al. | | Case No. | | 10-16536 (Jointly Administered) |
| | Debtor | | Reporting Period: | | February 1, 2011 to February 28, 2011 |
BANK RECONCILIATIONS
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | February 28, 2011 | | | | |
| | | | | | | | | | | | Outstanding | | | | |
Debtor | | Description | | Bank | | Acct | | Balance per Bank | | | Cks/Cash on Hand | | | Balance per G/L | |
RHI Entertainment, LLC | | Operating Account | | Chase | | 314-006591 | | $ | 6,795,862 | | | $ | 192,303 | | | $ | 6,603,659 | |
RHI Entertainment, LLC | | LockBox Account | | Chase | | 324-330332 | | | — | | | | — | | | | — | |
RHI Entertainment, LLC | | Performax | | Chase | | 323-410537 | | | 155,126 | | | | — | | | | 155,126 | |
RHI Entertainment, LLC | | American Express CD | | Amex Centurion Bank | | 10111508 | | | 400,000 | | | | — | | | | 400,000 | |
RHI Entertainment, LLC | | Petty Cash | | Chase | | 304-671096 | | | 5,000 | | | | 5,000 | | | | 10,000 | |
RHI Distribution, Inc. | | Operating Account | | Chase | | 304-689254 | | | 392,430 | | | | 26,333 | | | | 366,096 | |
RHI Distribution, Inc. | | LockBox | | Chase | | 304-689211 | | | — | | | | — | | | | — | |
RHI Distribution, Inc. | | Phantom Racer | | Chase | | 921-248589 | | | 135,576 | | | | �� | | | | 135,576 | |
RHI Entertainment, LLC | | Payroll | | Chase | | 323-047165 | | | 409,221 | | | | — | | | | 409,221 | |
Library Storage, Inc. | | Operating Account | | Chase | | 799-760632 | | | 11,778 | | | | 8,949 | | | | 2,830 | |
RHI Entertainment, Inc. | | Operating Account | | Chase | | 758-684120 | | | 1,137,802 | | | | — | | | | 1,137,802 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | $ | 9,220,309 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | Plus: Petty Cash
| | $ | 250 | |
| | | | | | Plus: Non-Debtor (RHI Entertainment Limited) Cash | | | 14,690 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | Cash per Balance Sheet at 2/28/11
| | $ | 9,235,249 | |
| | | | | | | | | | | | | | | | | |
Note:
All of the Debtor’s bank account reconciliations have been performed and are current. Copies of the reconciliations are available upon request.
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In re | | RHI ENTERTAINMENT, INC., et al. | | Case No. | | 10-16536 (Jointly Administered) |
| | Debtor | | Reporting Period: | | February 1, 2011 to February 28, 2011 |
RHI Entertainment, Inc.
Statement of Operations
(Dollars in thousands)
| | | | | | | | |
| | For the Month Ended | | | For the Two Months | |
| | February 28, 2011 | | | Ended February 28, 2011 | |
Revenues | | | | | | | | |
Production Revenue | | $ | — | | | $ | — | |
Library Revenue | | | 986 | | | | 3,458 | |
| | | | | | |
Total Revenue | | | 986 | | | | 3,458 | |
| | | | | | | | |
Cost of Sales | | | 708 | | | | 2,207 | |
| | | | | | |
| | | | | | | | |
Gross Profit | | | 278 | | | | 1,251 | |
| | | | | | | | |
Other costs and expenses | | | | | | | | |
Selling, general and administrative | | | 1,643 | | | | 5,437 | |
Amortization of Intangible Assets | | | — | | | | 45 | |
| | | | | | |
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Loss from operations | | | (1,365 | ) | | | (4,231 | ) |
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| | | | | | | | |
Other expense: | | | | | | | | |
Interest expense, net | | | 85 | | | | 153 | |
Reorganization Items | | | (600 | ) | | | (1,022 | ) |
Other expense, net | | | 17 | | | | 119 | |
| | | | | | |
| | | | | | | | |
Loss before income taxes | | | (1,863 | ) | | | (4,981 | ) |
| | | | | | | | |
Income tax benefit (expense) | | | (8 | ) | | | (20 | ) |
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| | | | | | | | |
Net Loss | | $ | (1,871 | ) | | $ | (5,001 | ) |
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FORM MOR-2
2/2008
PAGE 1 OF 1
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In re | | RHI ENTERTAINMENT, INC., et al. | | Case No. | | 10-16536 (Jointly Administered) |
| | Debtor | | Reporting Period: | | February 1, 2011 to February 28, 2011 |
RHI Entertainment, Inc.
Balance Sheet
(Dollars in thousands)
| | | | |
| | February 28, 2011 | |
ASSETS: | | | | |
Cash | | $ | 9,235 | |
Accounts receivable, net | | | 27,165 | |
Film production costs, net | | | 445,776 | |
Prepaid and other assets, net | | | 13,536 | |
| | | |
| | | | |
TOTAL ASSETS | | $ | 495,712 | |
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LIABILITIES: | | | | |
LIABILITIES NOT SUBJECT TO COMPROMISE: | | | | |
Accounts payable and accrued liabilities | | $ | 1,823 | |
Accrued film production costs | | | 594 | |
Deferred revenue | | | 10,554 | |
| | | | |
| | | |
Total Liabilities not subject to compromise: | | | 12,971 | |
| | | |
| | | | |
| | | |
Total Liabilities subject to compromise: | | | 824,954 | |
| | | |
| | | | |
TOTAL LIABILITIES | | $ | 837,925 | |
| | | |
| | | | |
STOCKHOLDERS EQUITY: | | | | |
Common Stock | | $ | 234 | |
APIC | | | 54,942 | |
Retained Earnings | | | (397,389 | ) |
| | | |
| | | | |
Total Stockholders Equity | | | (342,213 | ) |
| | | |
| | | | |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | | $ | 495,712 | |
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FORM MOR-3
2/2008
PAGE 1 OF 1
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In re | | RHI ENTERTAINMENT, INC., et al. | | Case No. | | 10-16536 (Jointly Administered) |
| | Debtor | | Reporting Period: | | February 1, 2011 to February 28, 2011 |
SUMMARY OF UNPAID POST-PETITION DEBTS
The Debtors have paid and are paying all undisputed postpetition taxes as they come due.
The Debtors have paid and are paying prepetition taxes in accordance with the Order Authorizing the Debtors to Remit and Pay Sales, Use, Franchise and Other Taxes and Certain Other Government Fees and Charges which was approved on February 7, 2011.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Days Past Due |
| | Current | | 0-30 | | 31-60 | | 61-90 | | Over 91 | | Total |
Accounts Payable - 2/28/11 | | $ | 44,478 | | | $ | 17,005 | | | $ | 2,851 | | | $ | 241 | | | $ | — | | | $ | 64,574 | |
The Debtors are paying all undisputed amounts that come due on a postpetition basis in the ordinary course of business.
The Debtors have sufficient cash to pay their postpetition obligations in the ordinary course as they come due.
FORM MOR-4
2/2008
PAGE 1 OF 1
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In re | | RHI ENTERTAINMENT, INC., et al. | | Case No. | | 10-16536 (Jointly Administered) |
| | Debtor | | Reporting Period: | | February 1, 2011 to February 28, 2011 |
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING
| | | | | | | | | | | | | | | | | | | | |
Accounts Receivable Aging | | | | | | | | | | | | | | | |
Future (not yet due) | | 0-30 Days | | | 31-60 Days | | | 61-90 Days | | | 91+ Days | | | Total | |
$ 35,924,897 | | $ | 83,712 | | | $ | 1,662,622 | | | $ | 4,174,411 | | | $ | 1,786,450 | | | $ | 43,632,092 | |
Less Amount Considered Uncollectible | | | (14,020,721 | ) |
Adjustment for Present Value and Foreign Currency Exchange | | | (2,446,384 | ) |
| | | | | | | | | | | | | | | | | | | |
Net Accounts per 2/28/11 balance sheet | | $ | 27,164,987 | |
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In re | | RHI ENTERTAINMENT, INC., et al. | | Case No. | | 10-16536 (Jointly Administered) |
| | Debtor | | Reporting Period: | | February 1, 2011 to February 28, 2011 |
PAYMENTS TO INSIDERS AND PROFESSIONALS
| | | | | | | | | | | | |
PAYMENTS TO INSIDERS |
NAME | | TYPE OF PAYMENT | | | AMOUNT PAID | | | TOTAL PAID TO DATE | |
Block, Alan | | Compensation | | $ | 10,917 | | | $ | 27,292 | |
DeGrazia, Martin | | Compensation | | | 26,923 | | | | 67,308 | |
Halmi, Robert JR | | Compensation | | | 92,308 | | | | 230,769 | |
Halmi, Robert SR | | Compensation | | | 7,692 | | | | 19,231 | |
Hoberman, Henry | | Compensation | | | 53,846 | | | | 134,615 | |
Marando, Maria | | Compensation | | | 4,923 | | | | 12,308 | |
Ringler, Jeffrey | | Compensation | | | 18,462 | | | | 46,154 | |
Scarpelli, Michael | | Compensation | | | 26,923 | | | | 67,308 | |
Smith, Beverly J. | | Compensation | | | 4,687 | | | | 11,718 | |
vonGal, Peter | | Compensation | | | 67,308 | | | | 168,269 | |
Zapakin, Alan | | Compensation | | | 25,200 | | | | 63,000 | |
TOTAL PAYMENTS TO INSIDERS | | $ | 339,188 | | | $ | 847,971 | |
| | | | | | | | | | | | | | | | |
PAYMENTS TO PROFESSIONALS |
| | DATE OF COURT | | | | | | | | | | |
| | ORDER | | | | | | | | | | |
| | AUTHORIZING | | | | | | | | | | TOTAL INCURRED & |
NAME | | PAYMENT | | AMOUNT PAID | | TOTAL PAID TO DATE | | UNPAID* |
Morgan, Lewis & Bockius LLP | | | 1/11/2011 | | | $ | 212,443 | | | $ | 379,692 | | | $ | — | |
Conway, DelGenio, Gries & Co LLC | | | 1/11/2011 | | | | 175,000 | | | | 350,010 | | | | — | |
FTI Consulting | | | 1/11/2011 | | | | 64,942 | | | | 115,642 | | | | — | |
Ropes & Gray | | | 1/11/2011 | | | | 23,479 | | | | 23,479 | | | | — | |
|
TOTAL PAYMENTS TO PROFESSIONALS | | $ | 475,864 | | | $ | 868,824 | | | $ | — | |
In the schedule of payments to professionals, the Debtors have not included amounts paid to or incurred by Ordinary Course Professionals.
FORM MOR-6
2/2008
PAGE 1 OF 1
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In re | | RHI ENTERTAINMENT, INC., et al. | | Case No. | | 10-16536 (Jointly Administered) |
| | Debtor | | Reporting Period: | | February 1, 2011 to February 28, 2011 |
DEBTOR QUESTIONNAIRE
| | | | | | |
| | Must Be completed each month. If the answer to any of the questions is “Yes”, provide a detailed explanation | | | | |
| | of each item. Attach additional sheets if necessary. | | Yes | | No |
1 | | Have any assets been sold or transferred outside the normal course of business this reporting period? | | X* | | |
2 | | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? | | | | X |
3 | | Is the Debtor delinquent in the timely filing of any post-petition tax returns? | | | | X |
4 | | Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies? | | | | X |
5 | | Is the Debtor delinquent in paying any insurance premium payment? | | | | X |
6 | | Have any payments been made on pre-petition liabilities this reporting period? | | X** | | |
7 | | Are any post petition receivables (accounts, notes or loans) due from related parties? | | | | X |
8 | | Are any post petition payroll taxes past due? | | | | X |
9 | | Are any post petition State or Federal income taxes past due? | | | | X |
10 | | Are any post petition real estate taxes past due? | | | | X |
11 | | Are any other post petition taxes past due? | | | | X |
12 | | Have any pre-petition taxes been paid during this reporting period? | | X*** | | |
13 | | Are any amounts owed to post petition creditors delinquent? | | | | X |
14 | | Are any wage payments past due? | | | | X |
15 | | Have any post petition loans been been received by the Debtor from any party? | | | | X |
16 | | Is the Debtor delinquent in paying any U.S. Trustee fees? | | | | X |
17 | | Is the Debtor delinquent with any court ordered payments to attorneys or other professionals? | | | | X |
18 | | Have the owners or shareholders received any compensation outside of the normal course of business? | | | | X |
| | |
* | | Pursuant to certain settlements and stipulations approved by the Bankruptcy Court, the Debtors have transferred certain property and rights related thereto to various third parties. |
|
** | | The Debtors made certain payments in connection with pre-petition amounts due to critical, foreign and priority vendors in accordance with the Final Order Granting the Debtors Authority to Pay and Honor Prepetition Claims of Certain Critical, Priority and Foreign Vendors and Granting Certain Related Relief, which was approved by the Bankruptcy Court on January 11, 2011 |
|
*** | | The Debtors have paid and are paying prepetition taxes in accordance with the Order Authorizing the Debtors to Remit and Pay Sales, Use, Franchise and Other Taxes and Certain Other Government Fees and Charges which was approved on January 11, 2011. |
FORM MOR-7
2/2008
PAGE 1 OF 1