Exhibit 99.2
UNITED STATES BANKRUPTCY COURT | |||||||
MIDDLE DISTRICT OF FLORIDA | |||||||
JACKSONVILLE DIVISION | |||||||
IN RE: | } | CASE NUMBER | |||||
} | 3:16-bk-02233-PMG | ||||||
PREMIER EXHIBITION MANAGEMENT, LLC | } | ||||||
} | JUDGE | PAUL M. GLENN | |||||
} | |||||||
DEBTOR. | } | CHAPTER 11 | |||||
DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS) | |||||||
FOR THE PERIOD | |||||||
FROM | October 1, 2018 | TO | October 31, 2018 | ||||
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the | |||||||
Guidelines established by the United States Trustee and FRBP 2015. | |||||||
Attorney for Debtor's Signature | |||||||
Debtor's Address | Attorney's Address | ||||||
and Phone Number: | and Phone Number: | ||||||
PREMIER EXHIBITION MANAGEMENT, LLC | NELSON MULLINS (Attn: Daniel Blanks) | ||||||
3045 Kingston Court, Suite I | 50 N. Laura Street, 41st Floor | ||||||
Peachtree Corners GA 30071 | Jacksonville, FL 32202 | ||||||
+1 (404) 842-2600 | +1 (904) 665-3600 | ||||||
Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously | |||||||
provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 20th day | |||||||
of the following month. | |||||||
For assistance in preparing the Monthly Operating Report, refer to the following resources on the | |||||||
United States Trustee Program Website,http://www.usdoj.gov/ust/r21/reg_info.htm | |||||||
1) Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report | |||||||
2) Initial Filing Requirements | |||||||
3) Frequently Asked Questions (FAQs)http://www.usdoj.gov/ust/ |
EXHIBIT LIST OF DOCUMENTS / FILES FOR US TRUSTEE | |||||||||
FOR THE PERIOD BEGINNING | 1-Oct-18 | AND ENDING | 31-Oct-18 | ||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number | 3:16-bk-02233-PMG | ||||||
Date of Petition: | 14-Jun-16 | ||||||||
Premier Exhibition Management, LLC | |||||||||
Per MOR-2 | |||||||||
SEE BALANCE SHEET & GENERAL LEDGER | |||||||||
EXHIBIT ITEM | |||||||||
1 | Premier Exhibition Management Balance Sheet 10-31-18 | ||||||||
SEE PROFIT & LOSS STATEMENT | |||||||||
EXHIBIT ITEM | |||||||||
2 | Premier Exhibition Management Income Statement 10-31-18 | ||||||||
BANK STATEMENTS AND RECONCILIATIONS ATTACHED | |||||||||
EXHIBIT ITEM | |||||||||
3 | 10.2018 - 3309 TUT Account | ||||||||
4 | 10.2018 - 4747 Sweep | ||||||||
5 | 10.2018 - 9523 Check Clearing Account and Reconciliation | ||||||||
6 | 10.2018 - 9655 Sweep (Atlanta) | ||||||||
7 | 10.2018 - 9663 Sweep Online Sales | ||||||||
8 | 10.2018 - 9697 Operating Bank Account | ||||||||
9 | 10.2018 - 9705 Deposit Clearing Account | ||||||||
10 | 10.2018 - 9713 Payroll Clearing Bank Account | ||||||||
11 | 10.2018 - 9762 Sweep (Orlando) | ||||||||
12 | 10.2018 - 9788 Sweep (Las Vegas) | ||||||||
13 | 10.2018 - 10999 Undeposited Funds | ||||||||
Per MOR-3 | Per MOR-4 | ||||||||
EXHIBIT ITEM | EXHIBIT ITEM | ||||||||
14 | 10.2018 Cash Transactions History | Please refer to MOR-2 Exhibit 1 named, Premier Exhibition Management Balance Sheet 10-31-18 | |||||||
15 | 10.2018 Check Register | 16 | 10.2018 Aged AR Detail | ||||||
17 | 10.2018 AR Transactions | ||||||||
See above - 10.2018 Aged AR Detail | |||||||||
Per MOR-5 | Per MOR-6 | ||||||||
EXHIBIT ITEM | EXHIBIT ITEM | ||||||||
18 | 10.2018 Aged AP Detail | Please refer to MOR-2 Exhibit 1 named, Premier Exhibition Management Balance Sheet 10-31-18 | |||||||
19 | 10.2018 Pre- and Post-Petition AP Invoices | 21 | 10.2018 12000 - Inventory | ||||||
20 | 10.2018 AP Transactions | 22 | 10.2018 Inventory Aging | ||||||
Per MOR-7 | |||||||||
Please refer to MOR-2 and the files listed under BANK STATEMENTS AND RECONCILIATIONS ATTACHED | |||||||||
Per MOR-8 | |||||||||
Please refer to MOR-3 Exhibit 15 named, 10.2018 Check Register | |||||||||
Per MOR-9, MOR-10, MOR-11 and MOR-12 | |||||||||
Please refer to MOR-2 and the files listed under BANK STATEMENTS AND RECONCILIATIONS ATTACHED | |||||||||
In addition to MOR-2, the following documents support MOR-9 | |||||||||
23 | 10.2018 Payroll (1) | 26 | |||||||
24 | 10.2018 Payroll (2) | 27 | |||||||
25 | 28 | ||||||||
Per MOR-13 | |||||||||
EXHIBIT ITEM | |||||||||
29 | 10.2018 - 10030 Petty Cash | ||||||||
Per MOR-14 | |||||||||
30 | 10.2018 Sale Tax | ||||||||
Please refer to MOR-5 Exhibit 18 named, 10.2018 Aged AP Detail |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | ||||||
FOR THE PERIOD BEGINNING | 1-Oct-18 | AND ENDING | 31-Oct-18 | |||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number | 3:16-bk-02233-PMG | |||
Date of Petition: | 14-Jun-16 | |||||
SEE BALANCE SHEET & GENERAL LEDGER | ||||||
1 | Premier Exhibition Management Balance Sheet 10-31-18 | |||||
SEE PROFIT & LOSS STATEMENT | ||||||
2 | Premier Exhibition Management Income Statement 10-31-18 | |||||
BANK STATEMENTS AND RECONCILATIONS ATTACHED | ||||||
3 | 10.2018 - 3309 TUT Account | |||||
4 | 10.2018 - 4747 Sweep | |||||
5 | 10.2018 - 9523 Check Clearing Account and Reconciliation | |||||
6 | 10.2018 - 9655 Sweep (Atlanta) | |||||
7 | 10.2018 - 9663 Sweep Online Sales | |||||
8 | 10.2018 - 9697 Operating Bank Account | |||||
9 | 10.2018 - 9705 Deposit Clearing Account | |||||
10 | 10.2018 - 9713 Payroll Clearing Bank Account | |||||
11 | 10.2018 - 9762 Sweep (Orlando) | |||||
12 | 10.2018 - 9788 Sweep (Las Vegas) | |||||
13 | 10.2018 - 10999 Undeposited Funds | |||||
Current month | Cumulative | |||||
Petition to date | ||||||
1. Funds at beginning of period per bank | $ 1,064,071.00 | ( a ) | $ 1,235,737.00 | ( b ) | ||
2. Receipts: | ||||||
3. Total receipts (lines 2A+2B+2C) | ||||||
4. Total funds available for operations (line 1+line 3) | ||||||
5. Disbursements | ||||||
6. Total Disbursements (sum of 5A thru W) | ||||||
7. Ending balance (line 4 minus line 6) | $ 1,038,469.00 | ( c ) | $ 1,038,469.00 | ( c ) | ||
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of | ||||||
my knowledge and belief. | ||||||
This 20th day of November, 2018. | Signature | /s/ Jerome Henshall | ||||
(a)This number is carried forward from last month’s report. For the first report only, this number will be the | ||||||
balance as of the petition date. | ||||||
(b)This figure will not change from month to month. It is always the amount of funds on hand as of the date of | ||||||
the petition. | ||||||
(c)These two amounts will always be the same if form is completed correctly. |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | ||||||
Detail of Other Receipts and Other Disbursements | ||||||
OTHER RECEIPTS: | ||||||
Describe Each Item of Other Receipt and List Amount of Receipt. Write totals on Page MOR-2, Line 2C. | ||||||
Cumulative | ||||||
Current Month | Petition to Date | |||||
SEE CASH TRANSACTION JOURNAL AND GENERAL LEDGER ATTACHED | ||||||
10.2018 Cash Transactions History | ||||||
TOTAL OTHER RECEIPTS | $ - | $ - | ||||
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below: | ||||||
Source of funds | Purpose | Repayment schedule | ||||
OTHER DISBURSEMENTS: | ||||||
Describe Each Item of Other Disbursement and List Amount of Disbursement. Write totals on Page MOR-2, Line 5W. | ||||||
Cumulative | ||||||
Current Month | Petition to Date | |||||
SEE CHECK REGISTER ATTACHED AND GENERAL LEDGER | ||||||
10.2018 Check Register | ||||||
TOTAL OTHER DISBURSEMENTS | $ - | $ - | ||||
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement. |
Attachment 1 | |||||||
Monthly Accounts Receivable Reconciliation and Aging | |||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||||
ACCOUNTS RECEIVABLE AT PETITION DATE: | $ 1,076,512.00 | ||||||
Accounts receivable reconciliation | |||||||
(Includeall accounts receivable, pre-petition and post-petition, including charge card sales which | |||||||
not been received): | SEE BALANCE SHEET | ||||||
SEE AR TRANSACTION REGISTER , AGED AR LISTING, GENERAL LEDGER | |||||||
Premier Exhibition Management Balance Sheet 10-31-18 | |||||||
16 | 10.2018 Aged AR Detail | ||||||
17 | 10.2018 AR Transactions | ||||||
Beginning of Month Balance | $ 1,251,105.00 | ( a ) | |||||
Plus: current month new billings | |||||||
Minus: collection during the month | ( b ) | ||||||
Plus/ minus: adjustments or writeoffs | * | ||||||
End of month balance | $ 1,210,580.00 | ( c ) | |||||
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable: | |||||||
POST PETITION ACCOUNTS RECEIVABLE AGING | |||||||
(Show the total for each aging category for all accounts receivable) | |||||||
0-30 days | 31-60 days | 61-90 days | over 90 days | Total | |||
$ - | $ - | $ - | ( c ) | ||||
SEE AGED AR LISTING | |||||||
See above - 10.2018 Aged AR Detail | |||||||
For any receivables in the “Over 90 Days” category, please provide the following: | |||||||
NO POST PETITION RECEIVABLES OVER 90 DAYS | |||||||
Customer | Receivable Date | Status (Collection efforts taken, estimate of collectibility | |||||
write-off, disputed account, etc.) | |||||||
Total | $ - | ||||||
(a) This number is carried forward from last month’s report. For the first report only, this number will be zero. | |||||||
(b) This must equal the number reported in the “Current Month” column of Schedule of Receipts and | |||||||
Disbursements (Page MOR-2, Line 2B). | |||||||
(c) These two amounts must equal. |
Attachment 2 | ||||||||
Monthly Accounts Payable and secured payments report | ||||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | |||||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | |||||
In the space below list all invoices or bills incurred and not paidsince the filing of the petition. Do not include amounts owed prior to filing the petition. In the alternative, a computer generated list of payables may be attached provided all information requested below is included. | ||||||||
POST PETITION ACCOUNTS PAYABLE | ||||||||
Date incurred | Days outstanding | Vendor | Description | Amount | ||||
SEE AGED AP LISTING | ||||||||
18 | 10.2018 Aged AP Detail | |||||||
19 | 10.2018 Pre- and Post-Petition AP Invoices | |||||||
Total amount | $ - | ( b ) | ||||||
☐ Check here if pre-petition debts have been paid. Attach an explanation and copies of supporting | ||||||||
documentation. | ||||||||
Accounts payable reconciliation (post petition unsecured debt only) | ||||||||
SEE AP TRANSACTIONS, | ||||||||
20 | 10.2018 AP Transactions | |||||||
Opening Balance | $ 5,682,082.00 | ( a ) | ||||||
PLUS: New indebtedness incurred this month | ||||||||
MINUS: Amount paid on post petition | ||||||||
Accounts payable this month | ||||||||
PLUS/MINUS: adjustments | $ - | * | ||||||
End of month balance | $ 6,091,984.00 | ( c ) | ||||||
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable: | ||||||||
Secured payments report | ||||||||
List the status of Payments to Secured Creditors and Lessors (Post Petition Only). If you have entered into a | ||||||||
modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee | ||||||||
Program prior to completing this section). | ||||||||
Secured Creditor / | Date Payment Due This Month | Amount Paid This Month* | Number of Post Petition | Total Amount of Post Petition | ||||
Lessor | Payments Delinquent | Payments Delinquent | ||||||
Feng Lange - interest accrued each month but not paid (Loan amount $1,000,000) | ||||||||
Haiping Zou | " | |||||||
Zhang Jihe | " | |||||||
BayPoint Capital - DIP Loan $5,000,000 as at 08-31-2018. Interest is paid up to 9-30-2018. | ||||||||
- | (d) | |||||||
Leases | ||||||||
(b, c) The total of line (b) must equal line (c). | ||||||||
(d) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N). |
Attachment 3 | |||||||
Inventory and Fixed Assets Report | |||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||||
INVENTORY REPORT | |||||||
SEE BALANCE SHEET AND INVENTORY ACCOUNT RECONCILIATION | |||||||
21 | 10.2018 12000 - Inventory | ||||||
INVENTORY BALANCE AT PETITION DATE: | $ 744,012.25 | ||||||
INVENTORY RECONCILIATION: | |||||||
Inventory Balance at Beginning of Month | $666,940.00 | (a) | |||||
PLUS: Inventory Purchased During Month | $66,620.00 | ||||||
MINUS: Inventory Used or Sold | ($42,101.00) | ||||||
PLUS/MINUS: Adjustments or Write-downs | ($4,065.00) | * | |||||
Inventory on Hand at End of Month | $687,394.00 | ||||||
METHOD OF COSTING INVENTORY: | Weighted average cost | ||||||
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. | |||||||
INVENTORY AGING | |||||||
22 | 10.2018 Inventory Aging | ||||||
Less than 6 | 6 months to | Greater than | Considered | Total Inventory | |||
months old | 2 years old | 2 years old | Obsolete | ||||
see schedule | = 100% | ||||||
* Aging Percentages must equal 100%. | |||||||
☐ Check here if inventory contains perishable items. | |||||||
Description of Obsolete Inventory: | |||||||
Represents inventory related to non-touring exhibits | |||||||
FIXED ASSET REPORT | SEE BALANCE SHEET | ||||||
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE: | $ 4,000,000.00 | (b) | |||||
(Includes Property, Plant and Equipment) | |||||||
BRIEF DESCRIPTION (First Report Only): | |||||||
FIXED ASSETS RECONCILIATION: | |||||||
Fixed Asset Book Value at Beginning of Month | (a)(b) | ||||||
MINUS: Depreciation Expense | |||||||
PLUS: New Purchases | |||||||
PLUS/MINUS: Adjustments or Write-downs | * | ||||||
Ending Monthly Balance | $ - | ||||||
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable. | |||||||
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD: | |||||||
(a) This number is carried forward from last month’s report. For the first report only, this number will be the | |||||||
balance as of the petition date. | |||||||
(b) Fair Market Value is the amount at which fixed assets could be sold under current economic conditions. | |||||||
Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments. |
Attachment 4A | ||||||
Monthly summary of bank activity - operating account | ||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | |||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | |||
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity. A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm. If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts. Additionally, use of less than the three required bank accounts must be approved by the United States Trustee. | ||||||
Name of bank | Bank of America Merrill Lynch | Branch | NOT APPLICABLE | |||
Account name | Premier Exhibition Management LLC | Account number | * 9697 | |||
Purpose of account: | OPERATING SWEEP | |||||
Ending balance per bank statement | $ - | |||||
Plus total amount of outstanding deposits | $ - | |||||
Minus: total amount of outstanding checks and other debits | $ - | * | ||||
Minus: service charges | $ - | |||||
End of month balance | $ - | ** ( a ) | ||||
SEE BALANCE SHEET, BANK STATEMENT, RECONCILATION FOR ALL BANK ACCOUNTS | ||||||
* Debit cards are used by | None | |||||
** If Closing Balance is negative, provide explanation: | ||||||
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment | ||||||
4D:( ☐ Check here if cash disbursements were authorized by United States Trustee) | ||||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | ||
None | ||||||
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS | ||||||
“Total Amount of Outstanding Checks and other debits”, listed above, includes: | ||||||
ALL SWEEP ACCOUNTS TRANSFER INTO MAIN ACCOUNT. THERE IS ALSO CHECK AND DEPOSIT CLEARING ACCOUNTS. | ||||||
$ 232,350.91 | Transferred to Payroll Account (BoA -9713) | |||||
0 | Transferred to Tax Account | |||||
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as | ||||||
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7). |
Attachment 4A | |||||
Monthly summary of bank activity - operating account | |||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity. A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm. If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts. Additionally, use of less than the three required bank accounts must be approved by the United States Trustee. | |||||
Name of bank | Bank of America Merrill Lynch | Branch | NOT APPLICABLE | ||
Account name | Premier Exhibition Management LLC | Account number | * 3309 | ||
Purpose of account: | PEM TUT | ||||
See Exhibit | 3 | 10.2018 - 3309 TUT Account | |||
Ending balance per bank statement | $Nil | ||||
Plus total amount of outstanding deposits | $ - | ||||
Minus: total amount of outstanding checks and other debits | * | ||||
Minus: service charges | $ - | ||||
End of month balance | $Nil | ** ( a ) | |||
* Debit cards are used by | None | ||||
** If Closing Balance is negative, provide explanation: | |||||
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment | |||||
4D:( ☐ Check here if cash disbursements were authorized by United States Trustee) | |||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | |
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS | |||||
“Total Amount of Outstanding Checks and other debits”, listed above, includes: | |||||
$Nil | Transferred to Payroll Account | ||||
$Nil | Transferred to Tax Account | ||||
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as | |||||
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7). |
Attachment 4A | |||||
Monthly summary of bank activity - operating account | |||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity. A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm. If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts. Additionally, use of less than the three required bank accounts must be approved by the United States Trustee. | |||||
Name of bank | Wells Fargo Business Choice Checking | Branch | NOT APPLICABLE | ||
Account name | Premier Exhibition Management LLC | Account number | *1139 | ||
Purpose of account: | OPERATING(CLOSED) | ||||
Ending balance per bank statement | $ - | ||||
Plus total amount of outstanding deposits | $ - | ||||
Minus: total amount of outstanding checks and other debits | * | ||||
Minus: service charges | $ - | ||||
End of month balance | $Nil | ** ( a ) | |||
* Debit cards are used by | None | ||||
** If Closing Balance is negative, provide explanation: | |||||
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment | |||||
4D:( ☐ Check here if cash disbursements were authorized by United States Trustee) | |||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | |
THIS ACCOUNT WAS CLOSED 1-24-2017 AND FUNDS ($4,448.16) DEPOSITED TO MAIN ACCOUNT. | |||||
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS | |||||
“Total Amount of Outstanding Checks and other debits”, listed above, includes: | |||||
$Nil | Transferred to Payroll Account | ||||
$Nil | Transferred to Tax Account | ||||
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as | |||||
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7). |
Attachment 4A | ||||||
Monthly summary of bank activity - operating account | ||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | |||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | |||
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity. A standard bank reconciliation form can be found at http://www.usdoj.gov/ust/r21/reg_info.htm. If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts. Additionally, use of less than the three required bank accounts must be approved by the United States Trustee. | ||||||
See Exhibit | ||||||
0 | 0 | |||||
Name of bank | Royal Bank of Scotland | Branch | NOT APPLICABLE | |||
Account name | RMS Titanic (UK) Limited | Account number | CLOSED JULY 1, 2016 | |||
Account name | Premier (United Kingdom) Limited | Account number | CLOSED AUGUST 1, 2016 | |||
Purpose of account: | OPERATING(CLOSED) | |||||
Ending balance per bank statement | GBP | $Nil | ||||
Plus total amount of outstanding deposits | $ - | |||||
Minus: total amount of outstanding checks and other debits | * | |||||
Minus: service charges | ||||||
End of month balance | GBP | $Nil | ** ( a ) | |||
* Debit cards are used by | None | |||||
** If Closing Balance is negative, provide explanation: | ||||||
The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment | ||||||
4D:( ☐ Check here if cash disbursements were authorized by United States Trustee) | ||||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | ||
None | ||||||
TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS | ||||||
“Total Amount of Outstanding Checks and other debits”, listed above, includes: | ||||||
$Nil | Transferred to Payroll Account | |||||
$Nil | Transferred to Tax Account | |||||
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as | ||||||
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7). |
Attachment 5A | |||||
Check register - operating account | |||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||
Name of bank | Bank of America Merrill Lynch | Branch | NOT APPLICABLE | ||
Account name | Premier Exhibition Management LLC | Account number | *9697 | ||
Purpose of account: | OPERATING SWEEP | ||||
Account for all disbursements, including voids, lost checks, stop payments, etc. In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included. | |||||
Date | Check number | Payee | Purpose | Amount | |
SEE ATTACHED CHECK REGISTER | |||||
15 | 10.2018 Check Register | ||||
Total |
Attachment 5A | |||||
Check register - operating account | |||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||
Name of bank | Bank of America Merrill Lynch | Branch | NOT APPLICABLE | ||
Account name | Premier Exhibition Management LLC | Account number | *3309 | ||
Purpose of account: | PEM TUT | ||||
See Exhibit | 3 | 10.2018 - 3309 TUT Account | |||
Account for all disbursements, including voids, lost checks, stop payments, etc. In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included. | |||||
Date | Check number | Payee | Purpose | Amount | |
Total | $Nil |
Attachment 5A | |||||
Check register - operating account | |||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||
Name of bank | Wells Fargo Business Choice Checking | Branch | NOT APPLICABLE | ||
Account name | Premier Exhibition Management LLC | Account number | *1139 | ||
Purpose of account: | OPERATING(CLOSED) | ||||
Account for all disbursements, including voids, lost checks, stop payments, etc. In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included. | |||||
Date | Check number | Payee | Purpose | Amount | |
THIS ACCOUNT WAS CLOSED 1-24-2017 AND FUNDS ($4,448.16) DEPOSITED TO MAIN ACCOUNT. | |||||
Total | $Nil |
Attachment 5A | |||||
Check register - operating account | |||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||
Name of bank | Royal Bank of Scotland | Branch | NOT APPLICABLE | ||
Account name | RMS Titanic (UK) Limited | Account number | |||
Account name | Premier (United Kingdom) Limited | Account number | |||
Purpose of account: | OPERATING(CLOSED) | ||||
Account for all disbursements, including voids, lost checks, stop payments, etc. In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included. | |||||
Date | Check number | Payee | Purpose | Amount | |
10134386 CLOSED OUT JULY 1, 2016 - FUNDS TRANSFERRED TO PEM | |||||
10134351 CLOSED OUT IN AUGUST 2016 - FUNDS TRANSFERRED TO PEM | |||||
Total | $ - |
Attachment 4B | |||||||
Monthly summary of bank activity - payroll account | |||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||||
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank | |||||||
Activity. A standard bank reconciliation form can be found at | |||||||
http://www.usdoj.gov/ust/r21/reg_info.htm | |||||||
Name of bank | Bank of America Merrill Lynch | Branch | NOT APPLICABLE | ||||
Account name | Premier Exhibition Management LLC | Account number | *9713 | ||||
Purpose of account: | PAYROLL | ||||||
Ending balance per bank statement | $Nil | ||||||
Plus total amount of outstanding deposits | $ - | ||||||
Minus: total amount of outstanding checks and other debits | * | ||||||
Minus: service charges | $ - | ||||||
End of month balance | $Nil | ** ( a ) | |||||
* Debit cards are used by | |||||||
** If Closing Balance is negative, provide explanation: | |||||||
The following disbursements were paid in Cash: | ( ☐ Check here if cash disbursements were authorized | ||||||
by United States Trustee) | |||||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | |||
Refer to the following documents: | |||||||
23 | 10.2018 Payroll (1) | 26 | 0 | ||||
24 | 10.2018 Payroll (2) | 27 | 0 | ||||
25 | 0 | 28 | 0 | ||||
The following non-payroll disbursements were made from this account: | |||||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | |||
None | |||||||
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as | |||||||
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7). |
Attachment 5B | |||||
Check register - Payroll Account | |||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||
Name of bank | Bank of America Merrill Lynch | Branch | NOT APPLICABLE | ||
Account name | Premier Exhibition Management LLC | Account number | *9713 | ||
Purpose of account: | PAYROLL | ||||
Account for all disbursements, including voids, lost checks, stop payments, etc. In the | |||||
alternative, a computer generated check register can be attached to this report, provided all the | |||||
information requested below is included. | |||||
Date | Check Number | Payee | Purpose | Amount | |
See Payroll Journals listed in MOR-9 | |||||
TOTAL | $Nil |
Attachment 4C | ||||||
Monthly Summary of Bank Activity - Tax Account | ||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | |||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | |||
Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank | ||||||
Activity. A standard bank reconciliation form can be found at | ||||||
http://www.usdoj.gov/ust/r21/reg_info.htm | ||||||
Name of bank | None | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
PAYROLL ACCOUNT IS USED TO PAY TAXES | ||||||
Ending balance per bank statement | $Nil | |||||
Plus total amount of outstanding deposits | $ - | |||||
Minus: total amount of outstanding checks and other debits | * | |||||
Minus: service charges | $ - | |||||
Ending balance per Check Register | $Nil | ** ( a ) | ||||
* Debit cards are used by | None | |||||
** If Closing Balance is negative, provide explanation: | ||||||
The following disbursements were paid in Cash: | ( ☐ Check here if cash disbursements were authorized | |||||
by United States Trustee) | ||||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | ||
None | ||||||
The following non-payroll disbursements were made from this account: | ||||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | ||
None | ||||||
(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as | ||||||
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7). |
Attachment 5C | ||||||
Check register - tax account | ||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | |||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | |||
Name of bank | None | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
PAYROLL ACCOUNT IS USED TO PAY TAXES | ||||||
Account for all disbursements, including voids, lost checks, stop payments, etc. In the alternative, a computer generated | ||||||
check register can be attached to this report, provided all the information requested below is included. | ||||||
Date | Check Number | Payee | Purpose | Amount | ||
None | ||||||
TOTAL | $Nil | (d) | ||||
SUMMARY OF TAXES PAID | ||||||
Payroll Taxes Paid | See Exhibit 10 | (a) | ||||
Sales & Use Taxes Paid | $0 | (b) | ||||
Other Taxes Paid | $0 | (c) | ||||
TOTAL | (d) | |||||
(a) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements | ||||||
(Page MOR-2 Line 5O) | ||||||
(b) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements | ||||||
(Page MOR-2 Line 5P) | ||||||
(c) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements | ||||||
(Page MOR-2 Line 5Q) | ||||||
(d) These two lines must be equal. |
Attachment 4D | ||||||
Investment Accounts and Petty Cash Report | ||||||
Investment accounts | ||||||
Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately. Attach copies of account statements. | ||||||
Type of Negotiable | Not applicable | |||||
Instrument | Face Value | Purchase Price | Date of Purchase | Current Market Value | ||
$Nil | ||||||
TOTAL | $Nil | (a) | ||||
Petty Cash Report | ||||||
The following Petty Cash Drawers/Accounts are maintained: | ||||||
(Column 2) | (Column 3) | (Column 4) | ||||
Location of Box/Account | Maximum amount of cash in Drawer/Acct | Amount of petty cash on hand at end of month | Difference between (Column 2) and(Column 3) | |||
$ - | ||||||
SEE SCHEDULE ATTACHED | $ - | |||||
29 | 10.2018 - 10030 Petty Cash | |||||
$ - | ||||||
Total | $ - | ( b ) | ||||
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If | ||||||
there are no receipts, provide an explanation. | None | |||||
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b) | (c) | |||||
(c) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the | ||||||
amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page | ||||||
MOR-2, Line 7). |
Attachment 6 | |||||
Monthly tax report | |||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | ||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | ||
TAXES OWED AND DUE | |||||
Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc. | |||||
Name of taxing authority | Date payment due | Description | Amount | Date last tax return filed | Tax return period |
Total | $Nil | ||||
SEE AGED AP LISTING - COURT APPROVED TAX PAYMENTS IN AUGUST 2016 AND ALL TAXES WERE PAID | |||||
1 | Premier Exhibition Management Balance Sheet 10-31-18 | ||||
30 | 10.2018 Sale Tax |
Attachment 7 | ||||||
Summary of Officer or Owner Compensation | ||||||
Summary of personnel and insurance coverages | ||||||
Name of Debtor: | PREMIER EXHIBITION MANAGEMENT, LLC | Case Number: | 3:16-bk-02233-PMG | |||
Reporting period beginning | 1-Oct-18 | Period ending | 31-Oct-18 | |||
TAXES OWED AND DUE | ||||||
Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month. Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc. Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records. | ||||||
Name of officer or owner | Title | Payment description | Amount paid | |||
Daoping Bao | CEO | Semi-Monthly | $ 24,750.00 | <--80% paid by PEM via invoice by Dinoking | ||
Jerome Henshall | CFO | Bi-weekly salary | $ 14,261.54 | <--2 bi-weekly payments during Oct 2018 | ||
Jessica Sanders | Corp. Secretary | Bi-weekly salary | $ 8,715.38 | <--2 bi-weekly payments during SOct2018 | ||
Total | $ 47,726.92 | |||||
PERSONNEL REPORT | ||||||
Full time | Part time | |||||
Number of employees at beginning of period | 29 | 64 | ||||
Number hired during the period | 4 | 4 | ||||
Number terminated, transferred or resigned during period | 1 | 5 | ||||
Number of employees on payroll at end of period | 32 | 63 | ||||
CONFIRMATION OF INSURANCE | ||||||
List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life. For the first report, attach a copy of the declaration sheet for each type of insurance. For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.). | ||||||
Casualty, Property and Fine Arts Insurance Policies renewed 9/16/2018 for one year | ||||||
D & O insurance policy renewed 9/2/2018 for 4 months | ||||||
The following lapse in insurance coverage occurred this month: | ||||||
Policy Type | Date Lapsed | Date Reinstated | Reason for Lapse | |||
¨Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies. |
Attachment 8 | |||||||
Significant Developments During Reporting Period | |||||||
Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc. Attach any relevant documents. | |||||||
Asset sale approved October 18, 2018 | |||||||
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before | To be determined |