|
|
|
|
|
|||
|
|
|
|
|
|
||
Delaware
|
|
001-32421
|
|
58-2342021
|
|
||
(State
or Other Jurisdiction of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
210 Interstate North Parkway, Suite 300, Atlanta, Georgia
30339
|
(Address
of Principal Executive Offices, including Zip Code)
|
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|
|
|
|
|
|
|
|
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
||
|
|
|
|
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|||
|
|
|
|
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
|||
|
Securities
registered pursuant to Section 12(b) of the Act: None
|
||||
|
Title of each classTrading Symbol(s)Name of each exchange on which
registered
|
||||
|
|
|
EXHIBIT INDEX
|
||
Exhibit
Number
|
|
Description
|
|
Monthly
Operating Report for the period covering June 3, 2019 through June
30, 2019, filed with the United States Bankruptcy Court for the
Southern District of New York.
|
|
Fusion
Connect, Inc.
|
|
|
|
|
|
|
|
Date:
July 25, 2019
|
By:
|
/s/
James P. Prenetta, Jr.
|
|
|
Name:
James P. Prenetta, Jr.
|
|
|
Title:
Executive Vice President and General Counsel
|
|
|
UNITED STATES BANKRUPTCY COURT
|
|
||||
|
|
Southern District of New York
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
Case No.
|
19-11811
(SMB) (Jointly Administered)
|
|
|
|
|
Debtors
|
|
Judge:
|
Hon.
Stuart M. Bernstein
|
|
|
|
|
|
|
For the Period from:
|
June 3,
2019 to June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Tax I.D. #
|
58-2342021
|
|
|
|
|
|
|
|
|
|
|
|
|
DEBTORS' MONTHLY OPERATING REPORT SUMMARY
|
|
||||
|
|
|
|
|
|
|
|
|
|
REQUIRED DOCUMENTS
|
Form No.
|
Document Attached
|
Explanation Attached
|
Affidavit/Supplement Attached
|
|
|
|
|
|
|
|
|
|
|
|
Schedule
of Cash Receipts and Disbursements
|
MOR-1
|
X
|
|
|
|
|
|
Bank
Summary & Reconciliation (or copies of debtors' bank
reconciliations)
|
MOR-1a
|
X
|
|
|
|
|
|
Bank
Account Activity
|
MOR-1b
|
X
|
|
|
|
|
|
Copies
of bank statements
|
|
|
|
|
|
|
|
Cash
disbursements journals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Statement
|
MOR-2
|
X
|
|
|
|
|
|
Balance
Sheet
|
MOR-3
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Status
of Post-petition Taxes
|
MOR-4
|
X
|
|
|
|
|
|
Copies
of IRS Form 6123 or payment receipt
|
|
|
|
|
|
|
|
Copies
of tax returns filed during reporting period
|
|
|
|
|
|
|
|
Summary
of Unpaid Post-Petition Debts
|
MOR-4
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly
Accounts Receivable Reconciliation and Aging
|
MOR-5
|
X
|
|
|
|
|
|
Summary
of Officer & Insider Compensation, Personnel And
Insurance
|
MOR-6
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule
of Estate Professionals
|
MOR-7
|
X
|
|
|
|
|
|
Calculation
of U.S. Trustee Quarterly Fee
|
MOR-8
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors
Questionnaire
|
MOR-9
|
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.
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Keith Soldan
|
|
07/22/19
|
|
|
|
|
|
Keith Soldan, Chief Financial Officer
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210 Interstate North Parkway, Suite 300, Atlanta, GA
30339
|
|
07/22/19
|
|
|
|
|
|
Debtors' Address
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
---------------------------------------------------------------
|
X
|
|
|
:
|
|
In re
|
:
|
Chapter
11
|
|
:
|
|
FUSION CONNECT, INC., et
al.,
|
:
|
Case
No. 19-11811 (SMB)
|
|
:
|
|
Debtors.1
|
:
|
(Jointly
Administered)
|
|
:
|
|
---------------------------------------------------------------
|
X
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
|
MOR-1 – Schedule of Cash Receipts and
Disbursements
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Receipts and Disbursements
|
|
19-11811
|
19-11814
|
19-11815
|
19-11828
|
19-11830
|
|
|
|
|
|
|
Debtor Entity ($USD Actual)
(1)
|
|
Fusion Connect, Inc.
|
Fusion Cloud Services, LLC
|
Fusion Communications, LLC
|
Fusion LLC
|
Fusion Cloud Company LLC
|
|
Current Period
|
Case-to-Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash – Beginning of Month (2)
|
|
$ 2,750,881
|
$ 15,536
|
$ 15,661
|
$ 360,471
|
$ 192,948
|
|
$ 3,335,496
|
$ 3,335,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
Receipts
|
|
19,383
|
22,693,692
|
69,195
|
8,638,997
|
5,130,964
|
|
36,552,230
|
36,552,230
|
|
|
|
Other
Receipts
|
|
11,983
|
-
|
-
|
-
|
-
|
|
11,983
|
11,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Receipts
|
|
31,366
|
22,693,692
|
69,195
|
8,638,997
|
5,130,964
|
|
36,564,213
|
36,564,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Funds Available for Operations
|
|
$ 2,782,247
|
$ 22,709,227
|
$ 84,856
|
$ 8,999,468
|
$ 5,323,912
|
|
$ 39,899,710
|
$ 39,899,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll
& Labor Related
|
|
(4,991,810)
|
–
|
–
|
–
|
–
|
|
(4,991,810)
|
(4,991,810)
|
|
|
|
Payroll
Taxes
|
|
(1,434,446)
|
–
|
–
|
–
|
–
|
|
(1,434,446)
|
(1,434,446)
|
|
|
|
Sales,
Use & Other Taxes
|
|
(837,177)
|
–
|
–
|
–
|
–
|
|
(837,177)
|
(837,177)
|
|
|
|
Telco
|
|
(348,385)
|
–
|
–
|
–
|
–
|
|
(348,385)
|
(348,385)
|
|
|
|
OTM
|
|
(2,648,456)
|
–
|
–
|
–
|
–
|
|
(2,648,456)
|
(2,648,456)
|
|
|
|
Rent
|
|
(482,435)
|
–
|
–
|
–
|
–
|
|
(482,435)
|
(482,435)
|
|
|
|
Capital
Lease
|
|
(205,990)
|
(66,412)
|
–
|
–
|
–
|
|
(272,402)
|
(272,402)
|
|
|
|
Information
Technology
|
|
(261,418)
|
–
|
–
|
–
|
–
|
|
(261,418)
|
(261,418)
|
|
|
|
CC
Payments & Fees
|
|
(178,259)
|
–
|
–
|
(24,267)
|
–
|
|
(202,526)
|
(202,526)
|
|
|
|
Ordinary
Course Professionals
|
|
(89,233)
|
–
|
–
|
–
|
–
|
|
(89,233)
|
(89,233)
|
|
|
|
General
& Administrative
|
|
(35,336)
|
(60,183)
|
(4,043)
|
(301)
|
(3,790)
|
|
(103,654)
|
(103,654)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Disbursements
|
|
(11,512,943)
|
(126,595)
|
(4,043)
|
(24,569)
|
(3,790)
|
|
(11,671,941)
|
(11,671,941)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Change
|
|
(8,730,697)
|
22,582,632
|
80,813
|
8,974,899
|
5,320,121
|
|
28,227,769
|
28,227,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
Professional Fees
|
|
(45,023)
|
–
|
–
|
–
|
–
|
|
(45,023)
|
(45,023)
|
|
|
|
Interest
and Fees
|
|
(378,780)
|
–
|
–
|
–
|
–
|
|
(378,780)
|
(378,780)
|
|
|
|
DIP
Fees
|
|
(1,975,000)
|
–
|
–
|
–
|
–
|
|
(1,975,000)
|
(1,975,000)
|
|
|
|
Critical
Vendor / 503(b)(9)
|
|
–
|
–
|
–
|
–
|
–
|
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Operating & Restructuring Disbursements
|
(2,398,804)
|
–
|
–
|
–
|
–
|
|
(2,398,804)
|
(2,398,804)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Disbursements
|
|
$ (13,911,747)
|
$ (126,595)
|
$ (4,043)
|
$ (24,569)
|
$ (3,790)
|
|
$ (14,070,744)
|
$ (14,070,744)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
|
|
27,163,673
|
(22,319,221)
|
(0)
|
(1,483,909)
|
(3,360,543)
|
|
–
|
–
|
|
|
|
Revolver
Borrowing/(Repayment)
|
|
20,000,000
|
–
|
–
|
–
|
–
|
|
20,000,000
|
20,000,000
|
|
|
|
Customer
Deposits Returned
|
|
–
|
(115,159)
|
–
|
(13,487)
|
(13,158)
|
|
(141,805)
|
(141,805)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Disbursements/Adjustments
|
47,163,673
|
(22,434,380)
|
(0)
|
(1,497,397)
|
(3,373,701)
|
|
19,858,195
|
19,858,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$ 36,034,172
|
$ 148,253
|
$ 80,813
|
$ 7,477,502
|
$ 1,946,420
|
|
$ 45,687,161
|
$ 45,687,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Debtor entities not
included in the above schedule do not maintain bank
accounts
|
|
|
|
|
|
|
||||
|
|
(2) Schedule of receipts and
disbursements includes Debtor entities and does not include cash or
activity related to the Debtor's Canadian
subsidiaries
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
MOR-1a – Bank Summary & Reconciliation
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly Bank Summary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
Case #
|
Bank
|
Account #
|
Purpose of Account
|
|
Beginning Balance
|
Ending Balance
|
Change in Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
East West Bank
|
8715
|
Not in use
|
|
$ -
|
$ -
|
$ -
|
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
East West Bank
|
5634
|
Collections
|
|
22,918
|
21,409
|
(1,509)
|
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0333
|
Concentration
|
|
2,727,963
|
17,987,763
|
15,259,801
|
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0317
|
Disbursement
|
|
-
|
-
|
-
|
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0325
|
Disbursement
|
|
-
|
-
|
-
|
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0218
|
DDA
|
|
-
|
-
|
-
|
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0655
|
DIP Account
|
|
-
|
18,025,000
|
18,025,000
|
|
|
|
Fusion
Cloud Services, LLC
|
19-11814
|
Bank of America
|
2842
|
Collections
|
|
475
|
148,253
|
147,778
|
|
|
|
Fusion
Cloud Services, LLC
|
19-11814
|
PNC
|
1332
|
Collections
|
|
15,061
|
-
|
(15,061)
|
(1)
|
|
|
Fusion
Cloud Services, LLC
|
19-11814
|
Union Bank
|
0309
|
Collections
|
|
-
|
-
|
-
|
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
5370
|
Collections
|
|
-
|
-
|
-
|
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
1912
|
Collections
|
|
552
|
68,212
|
67,660
|
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
0808
|
Not in use
|
|
-
|
-
|
-
|
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
2846
|
Collections
|
|
9,464
|
5,000
|
(4,464)
|
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
3257
|
Not in use
|
|
5,000
|
5,000
|
-
|
|
|
|
Fusion
Communications, LLC
|
19-11815
|
US Bank
|
8587
|
Disbursement
|
|
35
|
215
|
180
|
|
|
|
Fusion
Communications, LLC
|
19-11815
|
US Bank
|
6283
|
Collections
|
|
611
|
2,386
|
1,775
|
|
|
|
Fusion
LLC
|
19-11828
|
East West Bank
|
5824
|
Disbursement
|
|
360,471
|
7,477,502
|
7,117,032
|
|
|
|
Fusion
LLC
|
19-11828
|
Union Bank
|
0761
|
Collections
|
|
-
|
-
|
-
|
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
East West Bank
|
1353
|
Concentration
|
|
138,579
|
1,892,051
|
1,753,472
|
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
East West Bank
|
8201
|
Disbursement
|
|
52,308
|
54,369
|
2,062
|
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
East West Bank
|
8277
|
Collections
|
|
-
|
-
|
-
|
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
East West Bank
|
3995
|
Not in use
|
|
2,062
|
-
|
(2,062)
|
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
Union Bank
|
0663
|
Collections
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$ 3,335,496
|
$ 45,687,161
|
$ 42,351,664
|
|
|
|
(1) PNC account closed
07/09/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
MOR-1a – Bank Summary & Reconciliation
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly Book to Bank Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
Case #
|
Bank
|
Account #
|
Purpose of Account
|
|
Bank Balance
|
Book Balance
|
Variance (1)
|
Reconciled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
East West Bank
|
8715
|
Not in use
|
|
$ -
|
$ -
|
$ -
|
Yes
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
East West Bank
|
5634
|
Collections
|
|
21,409
|
21,370
|
(39)
|
Yes
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0333
|
Concentration
|
|
17,987,763
|
17,987,763
|
-
|
Yes
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0317
|
Disbursement
|
|
-
|
-
|
-
|
Yes
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0325
|
Disbursement
|
|
-
|
(380,880)
|
(380,880)
|
Yes
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0218
|
DDA
|
|
-
|
-
|
-
|
Yes
|
|
|
Fusion
Connect, Inc.
|
19-11811
|
Union Bank
|
0655
|
DIP Account
|
|
18,025,000
|
18,025,000
|
-
|
Yes
|
|
|
Fusion
Cloud Services, LLC
|
19-11814
|
Bank of America
|
2842
|
Collections
|
|
148,253
|
148,253
|
-
|
Yes
|
|
|
Fusion
Cloud Services, LLC
|
19-11814
|
PNC
|
1332
|
Collections
|
|
-
|
-
|
-
|
Yes
|
|
|
Fusion
Cloud Services, LLC
|
19-11814
|
Union Bank
|
0309
|
Collections
|
|
-
|
-
|
-
|
Yes
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
5370
|
Collections
|
|
-
|
-
|
-
|
Yes
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
1912
|
Collections
|
|
68,212
|
68,212
|
-
|
Yes
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
0808
|
Not in use
|
|
-
|
-
|
-
|
Yes
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
2846
|
Collections
|
|
5,000
|
5,000
|
-
|
Yes
|
|
|
Fusion
Communications, LLC
|
19-11815
|
Bank of America
|
3257
|
Not in use
|
|
5,000
|
5,000
|
-
|
Yes
|
|
|
Fusion
Communications, LLC
|
19-11815
|
US Bank
|
8587
|
Disbursement
|
|
215
|
215
|
-
|
Yes
|
|
|
Fusion
Communications, LLC
|
19-11815
|
US Bank
|
6283
|
Collections
|
|
2,386
|
2,386
|
-
|
Yes
|
|
|
Fusion
LLC
|
19-11828
|
East West Bank
|
5824
|
Disbursement
|
|
7,477,502
|
7,315,904
|
(161,599)
|
Yes
|
|
|
Fusion
LLC
|
19-11828
|
Union Bank
|
0761
|
Collections
|
|
-
|
(71,730)
|
(71,730)
|
Yes
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
East West Bank
|
1353
|
Concentration
|
|
1,892,051
|
1,845,824
|
(46,227)
|
Yes
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
East West Bank
|
8201
|
Disbursement
|
|
54,369
|
46,927
|
(7,442)
|
Yes
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
East West Bank
|
8277
|
Collections
|
|
-
|
-
|
-
|
Yes
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
East West Bank
|
3995
|
Not in use
|
|
-
|
-
|
-
|
Yes
|
|
|
Fusion
Cloud Company LLC
|
19-11830
|
Union Bank
|
0663
|
Collections
|
|
-
|
84,916
|
84,916
|
Yes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$ 45,687,161
|
$ 45,104,159
|
$ (583,002)
|
|
|
|
(1) Differences between bank
balances and ledger balances are due to activity such as (i)
outstanding checks not yet funded as of period-end, and (ii) ledger
deposits-in-transit as of period-end
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
|
|
|
MOR-1b – Bank Account Activity
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19-11811
|
19-11811
|
19-11811
|
19-11811
|
19-11811
|
19-11811
|
19-11811
|
|
|
Account #
|
|
8715
|
5634
|
0333
|
0317
|
0325
|
0218
|
0655
|
|
|
Bank
|
|
East West Bank
|
East West Bank
|
Union Bank
|
Union Bank
|
Union Bank
|
Union Bank
|
Union Bank
|
|
|
Debtor Entity ($USD Actual)
(1)
|
|
Fusion Connect, Inc.
|
Fusion Connect, Inc.
|
Fusion Connect, Inc.
|
Fusion Connect, Inc.
|
Fusion Connect, Inc.
|
Fusion Connect, Inc.
|
Fusion Connect, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash – Beginning of Month (2)
|
|
$ -
|
$ 22,918
|
$ 2,727,963
|
$ -
|
$ -
|
$ -
|
$ -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
Receipts
|
|
-
|
10,333
|
-
|
10
|
9,040
|
-
|
-
|
|
|
Other
Receipts
|
|
-
|
-
|
-
|
-
|
11,983
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Receipts
|
|
–
|
10,333
|
–
|
10
|
21,023
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Funds Available for Operations
|
|
$ –
|
$ 33,251
|
$ 2,727,963
|
$ 10
|
$ 21,023
|
$ –
|
$ –
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll
& Labor Related
|
|
–
|
–
|
–
|
(3,263,257)
|
(1,728,553)
|
–
|
–
|
|
|
Payroll
Taxes
|
|
–
|
–
|
–
|
(1,434,446)
|
–
|
–
|
–
|
|
|
Sales,
Use & Other Taxes
|
|
–
|
–
|
–
|
–
|
(837,177)
|
–
|
–
|
|
|
Telco
|
|
–
|
–
|
–
|
–
|
(348,385)
|
–
|
–
|
|
|
OTM
|
|
–
|
–
|
–
|
–
|
(2,648,456)
|
–
|
–
|
|
|
Rent
|
|
–
|
–
|
–
|
–
|
(482,435)
|
–
|
–
|
|
|
Capital
Lease
|
|
–
|
–
|
–
|
–
|
(205,990)
|
–
|
–
|
|
|
Information
Technology
|
|
–
|
–
|
–
|
–
|
(261,418)
|
–
|
–
|
|
|
CC
Payments & Fees
|
|
–
|
–
|
–
|
–
|
(178,259)
|
–
|
–
|
|
|
Ordinary
Course Professionals
|
|
–
|
–
|
–
|
–
|
(89,233)
|
–
|
–
|
|
|
General
& Administrative
|
|
–
|
(11,842)
|
–
|
–
|
(23,494)
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Disbursements
|
|
–
|
(11,842)
|
–
|
(4,697,703)
|
(6,803,398)
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Change
|
|
–
|
21,409
|
2,727,963
|
(4,697,693)
|
(6,782,375)
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
Professional Fees
|
|
–
|
–
|
–
|
–
|
(45,023)
|
–
|
–
|
|
|
Interest
and Fees
|
|
–
|
–
|
–
|
–
|
(378,780)
|
–
|
–
|
|
|
DIP
Fees
|
|
–
|
–
|
(1,975,000)
|
–
|
–
|
–
|
–
|
|
|
Critical
Vendor / 503(b)(9)
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Operating & Restructuring Disbursements
|
|
–
|
–
|
(1,975,000)
|
–
|
(423,804)
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Disbursements
|
|
$ -
|
$ (11,842)
|
$ (1,975,000)
|
$ (4,697,703)
|
$ (7,227,202)
|
$ -
|
$ -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
|
|
–
|
–
|
(2,765,199)
|
4,697,693
|
7,206,179
|
–
|
18,025,000
|
|
|
Revolver
Borrowing/(Repayment)
|
|
–
|
–
|
20,000,000
|
–
|
–
|
–
|
–
|
|
|
Customer
Deposits Returned
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Disbursements/Adjustments
|
|
-
|
-
|
17,234,801
|
4,697,693
|
7,206,179
|
-
|
18,025,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$ -
|
$ 21,409
|
$ 17,987,763
|
$ -
|
$ -
|
$ -
|
$ 18,025,000
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
|
|
|
MOR-1b – Bank Account Activity
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19-11814
|
19-11814
|
19-11814
|
19-11815
|
19-11815
|
19-11815
|
19-11815
|
|
|
Account #
|
|
2842
|
1332
|
0309
|
5370
|
1912
|
0808
|
2846
|
|
|
Bank
|
|
Bank of America
|
PNC
|
Union Bank
|
Bank of America
|
Bank of America
|
Bank of America
|
Bank of America
|
|
|
Debtor Entity ($USD Actual)
(1)
|
|
Fusion Cloud Services, LLC
|
Fusion Cloud Services, LLC
|
Fusion Cloud Services, LLC
|
Fusion Communications, LLC
|
Fusion Communications, LLC
|
Fusion Communications, LLC
|
Fusion Communications, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash – Beginning of Month (2)
|
|
$ 475
|
$ 15,061
|
$ -
|
$ -
|
$ 552
|
$ -
|
$ 9,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
Receipts
|
|
148,532
|
117,513
|
22,427,647
|
220
|
1,332
|
-
|
63,491
|
|
|
Other
Receipts
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Receipts
|
|
148,532
|
117,513
|
22,427,647
|
220
|
1,332
|
–
|
63,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Funds Available for Operations
|
|
$ 149,007
|
$ 132,574
|
$ 22,427,647
|
$ 220
|
$ 1,884
|
$ –
|
$ 72,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll
& Labor Related
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
Payroll
Taxes
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
Sales,
Use & Other Taxes
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
Telco
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
OTM
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
Rent
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
Capital
Lease
|
|
–
|
–
|
(66,412)
|
–
|
–
|
–
|
–
|
|
|
Information
Technology
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
CC
Payments & Fees
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
Ordinary
Course Professionals
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
General
& Administrative
|
|
(754)
|
(958)
|
(58,471)
|
–
|
(1,762)
|
(85)
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Disbursements
|
|
(754)
|
(958)
|
(124,883)
|
–
|
(1,762)
|
(85)
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Change
|
|
148,253
|
131,616
|
22,302,764
|
220
|
123
|
(85)
|
72,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
Professional Fees
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
Interest
and Fees
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
DIP
Fees
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
Critical
Vendor / 503(b)(9)
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Operating & Restructuring Disbursements
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Disbursements
|
|
$ (754)
|
$ (958)
|
$ (124,883)
|
$ -
|
$ (1,762)
|
$ (85)
|
$ -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
|
|
–
|
(131,616)
|
(22,187,605)
|
(220)
|
68,090
|
85
|
(67,955)
|
|
|
Revolver
Borrowing/(Repayment)
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
Customer
Deposits Returned
|
|
–
|
–
|
(115,159)
|
–
|
–
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Disbursements/Adjustments
|
|
-
|
(131,616)
|
(22,302,764)
|
(220)
|
68,090
|
85
|
(67,955)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$ 148,253
|
$ -
|
$ -
|
$ -
|
$ 68,212
|
$ -
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
|
|
MOR-1b – Bank Account Activity
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
19-11815
|
19-11815
|
19-11815
|
19-11828
|
19-11828
|
19-11830
|
19-11830
|
|
Account #
|
|
3257
|
8587
|
6283
|
5824
|
0761
|
1353
|
8201
|
|
Bank
|
|
Bank of America
|
US Bank
|
US Bank
|
East West Bank
|
Union Bank
|
East West Bank
|
East West Bank
|
|
Debtor Entity ($USD Actual)
(1)
|
|
Fusion Communications, LLC
|
Fusion Communications, LLC
|
Fusion Communications, LLC
|
Fusion LLC
|
Fusion LLC
|
Fusion Cloud Company LLC
|
Fusion Cloud Company LLC
|
|
|
|
|
|
|
|
|
|
|
|
Cash – Beginning of Month (2)
|
|
$ 5,000
|
$ 35
|
$ 611
|
$ 360,471
|
$ -
|
$ 138,579
|
$ 52,308
|
|
|
|
|
|
|
|
|
|
|
|
Sales
Receipts
|
|
(0)
|
-
|
4,151
|
7,150,527
|
1,488,470
|
-
|
-
|
|
Other
Receipts
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total Receipts
|
|
(0)
|
–
|
4,151
|
7,150,527
|
1,488,470
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
Total Funds Available for Operations
|
|
$ 5,000
|
$ 35
|
$ 4,762
|
$ 7,510,998
|
$ 1,488,470
|
$ 138,579
|
$ 52,308
|
|
|
|
|
|
|
|
|
|
|
|
Payroll
& Labor Related
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Payroll
Taxes
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Sales,
Use & Other Taxes
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Telco
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
OTM
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Rent
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Capital
Lease
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Information
Technology
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
CC
Payments & Fees
|
|
–
|
–
|
–
|
(24,267)
|
–
|
–
|
–
|
|
Ordinary
Course Professionals
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
General
& Administrative
|
|
–
|
(820)
|
(1,376)
|
(301)
|
–
|
(2,213)
|
–
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Disbursements
|
|
–
|
(820)
|
(1,376)
|
(24,569)
|
–
|
(2,213)
|
–
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Change
|
|
5,000
|
(785)
|
3,386
|
7,486,429
|
1,488,470
|
136,365
|
52,308
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
Professional Fees
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Interest
and Fees
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
DIP
Fees
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Critical
Vendor / 503(b)(9)
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Operating & Restructuring Disbursements
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
Total Disbursements
|
|
$ -
|
$ (820)
|
$ (1,376)
|
$ (24,569)
|
$ -
|
$ (2,213)
|
$ -
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
|
|
0
|
1,000
|
(1,000)
|
–
|
(1,483,909)
|
1,755,686
|
2,062
|
|
Revolver
Borrowing/(Repayment)
|
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Customer
Deposits Returned
|
|
–
|
–
|
–
|
(8,927)
|
(4,560)
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Disbursements/Adjustments
|
|
0
|
1,000
|
(1,000)
|
(8,927)
|
(1,488,470)
|
1,755,686
|
2,062
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$ 5,000
|
$ 215
|
$ 2,386
|
$ 7,477,502
|
$ -
|
$ 1,892,051
|
$ 54,369
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
|
|
MOR-1b – Bank Account Activity
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19-11830
|
19-11830
|
19-11830
|
|
|
|
|
|
|
Account #
|
|
8277
|
3995
|
0663
|
|
|
|
|
|
|
Bank
|
|
East West Bank
|
East West Bank
|
Union Bank
|
|
|
|
|
|
|
Debtor Entity ($USD Actual)
(1)
|
|
Fusion Cloud Company LLC
|
Fusion Cloud Company LLC
|
Fusion Cloud Company LLC
|
|
Current Period
|
Case-to-Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash – Beginning of Month (2)
|
|
$ -
|
$ 2,062
|
$ -
|
|
$ 3,335,496
|
$ 3,335,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
Receipts
|
|
1,765,535
|
-
|
3,365,429
|
|
36,552,230
|
36,552,230
|
|
|
|
Other
Receipts
|
|
-
|
-
|
-
|
|
11,983
|
11,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Receipts
|
|
1,765,535
|
–
|
3,365,429
|
|
36,564,213
|
36,564,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Funds Available for Operations
|
|
$ 1,765,535
|
$ 2,062
|
$ 3,365,429
|
|
$ 39,899,710
|
$ 39,899,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll
& Labor Related
|
|
–
|
–
|
–
|
|
(4,991,810)
|
(4,991,810)
|
|
|
|
Payroll
Taxes
|
|
–
|
–
|
–
|
|
(1,434,446)
|
(1,434,446)
|
|
|
|
Sales,
Use & Other Taxes
|
|
–
|
–
|
–
|
|
(837,177)
|
(837,177)
|
|
|
|
Telco
|
|
–
|
–
|
–
|
|
(348,385)
|
(348,385)
|
|
|
|
OTM
|
|
–
|
–
|
–
|
|
(2,648,456)
|
(2,648,456)
|
|
|
|
Rent
|
|
–
|
–
|
–
|
|
(482,435)
|
(482,435)
|
|
|
|
Capital
Lease
|
|
–
|
–
|
–
|
|
(272,402)
|
(272,402)
|
|
|
|
Information
Technology
|
|
–
|
–
|
–
|
|
(261,418)
|
(261,418)
|
|
|
|
CC
Payments & Fees
|
|
–
|
–
|
–
|
|
(202,526)
|
(202,526)
|
|
|
|
Ordinary
Course Professionals
|
|
–
|
–
|
–
|
|
(89,233)
|
(89,233)
|
|
|
|
General
& Administrative
|
|
(1,577)
|
–
|
–
|
|
(103,654)
|
(103,654)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Disbursements
|
|
(1,577)
|
–
|
–
|
|
(11,671,941)
|
(11,671,941)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Change
|
|
1,763,958
|
2,062
|
3,365,429
|
|
28,227,769
|
28,227,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
Professional Fees
|
|
–
|
–
|
–
|
|
(45,023)
|
(45,023)
|
|
|
|
Interest
and Fees
|
|
–
|
–
|
–
|
|
(378,780)
|
(378,780)
|
|
|
|
DIP
Fees
|
|
–
|
–
|
–
|
|
(1,975,000)
|
(1,975,000)
|
|
|
|
Critical
Vendor / 503(b)(9)
|
|
–
|
–
|
–
|
|
–
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Operating & Restructuring Disbursements
|
|
–
|
–
|
–
|
|
(2,398,804)
|
(2,398,804)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Disbursements
|
|
$ (1,577)
|
$ -
|
$ -
|
|
$ (14,070,744)
|
$ (14,070,744)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
|
|
(1,755,686)
|
(2,062)
|
(3,360,543)
|
|
–
|
–
|
|
|
|
Revolver
Borrowing/(Repayment)
|
|
–
|
–
|
–
|
|
20,000,000
|
20,000,000
|
|
|
|
Customer
Deposits Returned
|
|
(8,273)
|
–
|
(4,886)
|
|
(141,805)
|
(141,805)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Disbursements/Adjustments
|
|
(1,763,958)
|
(2,062)
|
(3,365,429)
|
|
19,858,195
|
19,858,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$ -
|
$ -
|
$ -
|
|
$ 45,687,161
|
$ 45,687,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
MOR-2 – Income Statement
|
|
||||||
|
|
|
|
|
|
|
|
|
|
Income Statement (1)
|
|
|
|
|
|
|
|
|
$USD Actual
|
Current Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$ 37,222,639
|
|
|
|
|
|
|
|
Cost of Revenue
|
20,305,088
|
|
|
|
|
|
|
|
Gross Profit
|
16,917,550
|
|
|
|
|
|
|
|
Gross Margin
|
45.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs:
|
|
|
|
|
|
|
|
|
Selling,
General and Administrative
|
10,057,849
|
|
|
|
|
|
|
|
Share-based
compensation expense
|
545,178
|
|
|
|
|
|
|
|
Non-recurring
expense
|
6,383,655
|
|
|
|
|
|
|
|
Depreciation
& amortization
|
4,509,197
|
|
|
|
|
|
|
|
Foreign
currency (gain) loss
|
–
|
|
|
|
|
|
|
|
Total operating expenses
|
21,495,879
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
(4,578,329)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
(7,999,076)
|
|
|
|
|
|
|
|
Other
income (expense)
|
10,287
|
|
|
|
|
|
|
|
Total other expense
|
(7,988,789)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
(12,567,118)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax benefit (expense)
|
(12,500)
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
(12,579,618)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (loss) from discontinued operations
|
–
|
|
|
|
|
|
|
|
Net income (loss)
|
$ (12,579,618)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Financial Statement has
been prepared on a GAAP basis and is reflective of the full month
of June 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
MOR-3 – Balance Sheet
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
$USD Actual
|
Current Period
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
Cash
|
$ 45,104,159
|
|
|
|
|
|
|
|
|
|
Other
Cash & Equivalents
|
3,663,455
|
|
|
|
|
|
|
|
|
|
Accounts
Receivable, Trade
|
40,010,250
|
|
|
|
|
|
|
|
|
|
Accounts
Receivable, Other, Net of Allowance for Doubtful
Accounts
|
7,251,331
|
|
|
|
|
|
|
|
|
|
Prepaid
Expenses
|
12,254,953
|
|
|
|
|
|
|
|
|
|
Inventory,
Net
|
2,940,794
|
|
|
|
|
|
|
|
|
|
Other
Assets
|
5,315,433
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
116,540,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
Fixed
Assets, Net
|
92,527,774
|
|
|
|
|
|
|
|
|
|
Goodwill
|
218,396,702
|
|
|
|
|
|
|
|
|
|
Intangible
Assets, Net
|
153,188,635
|
|
|
|
|
|
|
|
|
|
Other
Non-Current Other Assets
|
32,882,802
|
|
|
|
|
|
|
|
|
|
Total Non-Current Assets
|
496,995,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
$ 613,536,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
$ 75,788,205
|
|
|
|
|
|
|
|
|
|
Accrued
Telecommunications Costs
|
22,323,697
|
|
|
|
|
|
|
|
|
|
Deferred
Customer Revenue
|
13,549,879
|
|
|
|
|
|
|
|
|
|
Other
Accrued Liabilities
|
13,833,371
|
|
|
|
|
|
|
|
|
|
Current
Portion of Operating Leases
|
3,360,215
|
|
|
|
|
|
|
|
|
|
Current
Portion of Capital Leases
|
5,657,365
|
|
|
|
|
|
|
|
|
|
Current
Portion of Long-Term Debt
|
699,744,953
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
834,257,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
Non-Current
Portion of Long-Term Debt
|
9,815,743
|
|
|
|
|
|
|
|
|
|
Non-Current
Portion of Operating Leases
|
11,554,627
|
|
|
|
|
|
|
|
|
|
Non-Current
Portion of Long-Term Capital Lease
|
9,380,602
|
|
|
|
|
|
|
|
|
|
Other
Non-Current Liabilities
|
4,316,184
|
|
|
|
|
|
|
|
|
|
Total Non-Current Liabilities
|
35,067,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
846,403
|
|
|
|
|
|
|
|
|
|
Additional
Paid-In Capital
|
148,650,156
|
|
|
|
|
|
|
|
|
|
Accumulated
Distributions and Dividends
|
(129,370,069)
|
|
|
|
|
|
|
|
|
|
Accumulated
Other Comprehensive Income
|
(426,015)
|
|
|
|
|
|
|
|
|
|
Accumulated
Earnings
|
(275,489,028)
|
|
|
|
|
|
|
|
|
|
Total Stockholders' Equity
|
(255,788,553)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Equity
|
$ 613,536,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
Period from: June 3rd, 2019 to June 30, 2019
|
|
MOR-4 – Monthly Tax Report & Post-Petition
Obligations
|
|
||||||
|
|
|
|
|
|
|
|
|
|
$USD Actual
|
|
|
|
|
|
|
|
|
Post-Petition Taxes
|
Beginning Tax (1)
|
Amount Withheld and/or Accrued
|
Amount Paid
|
Date Paid
|
Check # or EFT
|
Ending Tax
|
|
|
|
|
|
|
|
|
|
|
|
Federal
Withholding & FICA
|
$
-
|
$
1,168,477
|
$
(1,168,477)
|
Weekly
|
|
$
-
|
|
|
Unemployment
|
-
|
304
|
(304)
|
Quarterly
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
Federal Taxes
|
-
|
1,168,781
|
(1,168,781)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Withholding
|
-
|
213,889
|
(213,889)
|
Various
|
|
-
|
|
|
Sales
& Use (2)
|
-
|
1,887,212
|
-
|
Monthly
|
|
1,887,212
|
|
|
Unemployment
|
-
|
-
|
-
|
Quarterly
|
|
-
|
|
|
Real
Property
|
-
|
98,802
|
-
|
Various
|
|
98,802
|
|
|
|
|
|
|
|
|
|
|
|
Total
State and Local
|
-
|
2,199,903
|
(213,889)
|
|
|
1,986,014
|
|
|
|
|
|
|
|
|
|
|
|
Total Taxes
|
$ -
|
$ 3,368,684
|
$ (1,382,670)
|
|
|
$ 1,986,014
|
|
|
|
|
|
|
|
|
|
|
|
Post-Petition Debts
(3)
|
Current
|
0-30
|
31-60
|
61-90
|
Over 91
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
(4)
|
$
16,223,630
|
$
-
|
$
-
|
$
-
|
$
-
|
$
16,223,630
|
|
|
Wages
Payable
|
1,264,404
|
-
|
-
|
-
|
-
|
1,264,404
|
|
|
Taxes
Payable (5)
|
1,887,212
|
-
|
-
|
-
|
-
|
1,887,212
|
|
|
Rent/Leases-Building
(6)
|
322,179
|
-
|
-
|
-
|
-
|
322,179
|
|
|
Rent/Leases-Equipment
(6),
(7)
|
586,002
|
-
|
-
|
-
|
-
|
586,002
|
|
|
Professional
Fees
|
10,206,896
|
-
|
-
|
-
|
-
|
10,206,896
|
|
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
Post-Petition Debts
|
$ 30,490,322
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 30,490,322
|
|
|
|
|
|
|
|
|
|
|
|
Note - schedules above include only post-peition balances and
activity
|
|
|
|
|
|
|
|
|
(1) The Company does not book
accruals related to recurring payroll taxes
|
|
|
|
|
|
||
|
(2) Sales & Use taxes paid
during the reporting period relate to pre-petition
obligations
|
|
|
|
|
|
||
|
(3) Schedule of Post-Petition
Debts includes obligations incurred in the post-petition period and
is subject to ongoing review and analysis
|
|
|
|
||||
|
(4) Does not include
unprocessed invoices
|
|
|
|
|
|
|
|
|
(5) Represents sales & use
tax accrued in the post-petition period and payable on a monthly
and/or quaterly basis
|
|
|
|
|
|||
|
(6) Represents current portion
(accrued and payable within 30 days) of long term operating and
capital leases
|
|
|
|
|
|||
|
(7) Reflects capital leases for
equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
MOR-5 – Monthly AR Reconciliation and Aging
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable
|
Comments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of Month Balance
|
$ 38,879,227
|
|
|
|
|
|
|
|
|
|
PLUS:
Current New Billings
|
34,708,253
|
Current New Billings reflects only post-petition
activity
|
|
|
|
|
|
||
|
MINUS:
Collections During the Month
|
(33,577,230)
|
Trade
AR Collections do not include amounts received from Lingo of $3.0mm
in the reporting period
|
|
||||||
|
PLUS/MINUS:
Adjustments or Write-offs
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of Month Balance
|
$ 40,010,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable Aging Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0-30 Days
|
31-60 days
|
61-90 days
|
Over 90 Days (3)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable, Trade
|
|
$ 22,069,750
|
$ 6,545,577
|
$ 1,813,542
|
$ 9,581,381
|
|
$ 40,010,250
|
|
|
|
Trade related Allowance for doubtful
accounts (1),
(2)
|
–
|
–
|
(231,220)
|
(8,113,347)
|
|
(8,344,567)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Accounts Receivable, Trade
|
|
$ 22,069,750
|
$ 6,545,577
|
$ 1,582,322
|
$ 1,468,034
|
|
$ 31,665,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Portion of the total
Allowance for doubtful accounts related to Accounts Receivable,
Trade. Included on the balance sheet in "Accounts Receivable,
Other, Net of Allowance for Doubtful Accounts"
|
|||||||||
|
(2) Included as a memo to
present Net Accounts Receivable, Trade and the reserve of Over 90
Days
|
|
|
|
|
|
|
|||
|
(3) Represents over 65,000
mostly inactive customers. Customer portion of billing has been
fully reserved while related taxes have not been
reserved
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
MOR-6 – Summary of Officer & Insider Compensation,
Personnel and Insurance
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Officer or Insider Compensation (1),
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Payment
|
|
|
|
Amount Paid
|
Case-to-Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Payroll and Benefits
|
|
|
|
$ 124,255
|
$ 124,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
|
|
|
|
|
|
|
|
|
|
|
Period from: June 3, 2019 to June 30, 2019
|
|
MOR-6 – Summary of Officer & Insider Compensation,
Personnel and Insurance
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
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.).
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Agent and/or Carrier
|
Policy Number
|
Coverage Type
|
|
|
Expiration Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argonaut
Insurance Company
|
ML4209073-0
|
Primary D&O
|
|
|
06/30/20
|
|
|
|
|
|
RSUI
Indemnity Company
|
NHS676653
|
D&O- 1st excess
|
|
|
06/30/20
|
|
|
|
|
|
Canopius
Insurance Services
|
EXN CUAI0047-00
|
D&O- 2nd excess
|
|
|
06/30/20
|
|
|
|
|
|
Nationwide
Mutual Insurance Company
|
XMF1803504
|
D&O- 3rd excess
|
|
|
06/30/20
|
|
|
|
|
|
AmTrust
International Underwriters
|
EUC1001828 00
|
D&O- Side A DIC only
|
|
06/30/20
|
|
|
|
|
|
|
Hiscox,
Inc.
|
UC22276639.18
|
Crime
|
|
|
06/30/20
|
|
|
|
|
|
Argonaut
Insurance Company
|
ML 4209155-0
|
Fiduciary - Primary
|
|
06/30/20
|
|
|
|
|
|
|
Travelers
Insurance
|
106936570
|
Fiduciary - Excess
|
|
|
06/30/20
|
|
|
|
|
|
Argonaut
Insurance Company
|
ML 4209154-0
|
Employment Practices Liability
|
|
06/30/20
|
|
|
|
|
|
|
Chubb
Group of Insurance Companies
|
8250-1110
|
Kidnap & Ransom
|
|
|
06/30/20
|
|
|
|
|
|
C.N.A.
Insurance
|
6072940718
|
Property
|
|
|
06/30/20
|
|
|
|
|
|
Lloyd's
of London
|
B0507XEQ3429018
|
Terrorism-Property
|
|
06/30/20
|
|
|
|
|
|
|
C.N.A.
Insurance
|
6072590734
|
General Liability
|
|
|
06/30/20
|
|
|
|
|
|
C.N.A.
Insurance
|
6072590748
|
Automobile
|
|
|
06/30/20
|
|
|
|
|
|
C.N.A.
Insurance
|
WC 6 71914816
|
Workers Compensation (CA)
|
|
06/30/20
|
|
|
|
|
|
|
C.N.A.
Insurance
|
WC 6 71960288
|
Workers Compensation (all other states)
|
06/30/20
|
|
|
|
|
||
|
C.N.A.
Insurance
|
6072590779
|
Umbrella
|
|
|
06/30/20
|
|
|
|
|
|
C.N.A.
Insurance
|
623428880
|
Foreign Policy
|
|
|
06/30/20
|
|
|
|
|
|
Axis
Insurance Company
|
P00100003574701
|
Digital Risk
|
|
|
06/30/20
|
|
|
|
|
|
AIG
/ National Union Fire Insurance
|
GTP 9152007
|
Business Travel Accident
|
|
08/25/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following lapse in insurance coverage occurred this
month:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Policy Type
|
Date Lapsed
|
Date reinstated
|
Reason for Lapse
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No policies lapsed in the reporting period
|
|
|
|
|
|
|
|
|
|
In re: Fusion Connect, Inc. et al.
|
|
|
|
|
|
|
|
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Case No.: 19-11811 (SMB) (Jointly Administered)
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Period from: June 3, 2019 to June 30, 2019
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MOR-7 – Payments to Estate Professionals
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||||||||
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$USD Actual
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|
|
Current Period
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Case-to-Date
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Name
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Date of Court Order Authorizing Payment
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Amount Authorized (1)
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Amount Paid
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Total Paid
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Weil,
Gotshal & Manges LLP
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n/a
|
$ –
|
$ –
|
$ –
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|
|
|
|
|
PJT
Partners
|
|
n/a
|
–
|
–
|
–
|
|
|
|
|
|
FTI
Consulting
|
|
n/a
|
–
|
–
|
–
|
|
|
|
|
|
Prime
Clerk
|
|
6/6/2019
|
34,102
|
34,102
|
34,102
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|
|
|
|
|
Osler,
Hoskin & Harcourt
|
|
n/a
|
–
|
–
|
–
|
|
|
|
|
|
PWC
|
|
n/a
|
–
|
–
|
–
|
|
|
|
|
|
Morgan
Lewis
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n/a
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–
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–
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–
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|
|
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|
Troutman
Sanders
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n/a
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–
|
–
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–
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|
|
|
|
|
Kelley
Drye
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n/a
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–
|
–
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–
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
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$ 34,102
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$ 34,102
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$ 34,102
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(1) “Amount Authorized” represents the
amounts approved for payment pursuant to the order establishing
procedures for interim compensation and
reimbursement.
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In re: Fusion Connect, Inc. et al.
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Case No.: 19-11811 (SMB) (Jointly Administered)
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Period from: June 3, 2019 to June 30, 2019
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MOR-8 – Calculation of U.S. Trustee Quarterly
Fee
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||||||||
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$USD Actual
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|
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Current Period
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US Trustee Fees Incurred
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||
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Debtor Name
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Case Number
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Total Disbursements
(1)
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Current Period
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Quarter-to-Date
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Case-to-Date
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Fusion
Connect, Inc.
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19-11811
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$ 13,911,747
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$ 139,117
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$ 139,117
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$ 139,117
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Fusion
Telecom of Texas Ltd., L.L.P.
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19-11812
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–
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325
|
325
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325
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|
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Fusion
Communications, LLC
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19-11815
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4,043
|
325
|
325
|
325
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|
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Fusion
PM Holdings, Inc.
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|
19-11816
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–
|
325
|
325
|
325
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Fusion
Management Services LLC
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19-11817
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–
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325
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325
|
325
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|
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Bircan
Holdings, LLC
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19-11818
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–
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325
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325
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325
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|
|
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Fusion
Telecom of Missouri, LLC
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19-11819
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–
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325
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325
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325
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|
|
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Fusion
Telecom of Oklahoma, LLC
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19-11820
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–
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325
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325
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325
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Fusion
Telecom of Kansas, LLC
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19-11822
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–
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325
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325
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325
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Fusion
Texas Holdings, Inc.
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19-11813
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–
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325
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325
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325
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|
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Fusion
Telecom, LLC
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19-11824
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–
|
325
|
325
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325
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|
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Fusion
CB Holdings, Inc.
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19-11825
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–
|
325
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325
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325
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|
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Fusion
Cloud Services, LLC
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19-11814
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126,595
|
975
|
975
|
975
|
|
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Fusion
BCHI Acquisition LLC
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19-11827
|
–
|
325
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325
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325
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Fusion
LLC
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19-11828
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24,569
|
650
|
650
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650
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Fusion
NBS Acquisition Corp.
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19-11829
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–
|
325
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325
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325
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Fusion
Cloud Company LLC
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19-11830
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3,790
|
325
|
325
|
325
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Fusion
MPHC Group, Inc.
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19-11831
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–
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325
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325
|
325
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|
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Fusion
MPHC Holding Corporation
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19-11832
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–
|
325
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325
|
325
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|
|
|
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|
|
|
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Total
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$ 14,070,744
|
$ 145,942
|
$ 145,942
|
$ 145,942
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(1)
"Total Disbursements" as defined on
MOR-1
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|
|
In re: Fusion Connect, Inc. et al.
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|
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|
|
Case No.: 19-11811 (SMB) (Jointly Administered)
|
||
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|
|
|
|
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|
|
Period from: June 3, 2019 to June 30, 2019
|
|
MOR-9 – Significant Developments During Reporting
Period
|
|
||||||
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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; (2) non-financial
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transactions,
such as the substitution of assets or collateral; (3) modifications
to loan agreements; (4) change in senior management, etc. Attach
any relevant documents.
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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.
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Yes
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No
|
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1.
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Have
any assets been sold or transferred outside the normal course of
business this reporting period?
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X
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2.
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Have
any funds been disbursed from any account other than a debtor in
possession account this reporting period?
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X
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3.
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Is the
Debtor delinquent in the timely filing of any postpetition tax
returns?
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X
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4.
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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?
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X
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5.
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Is the
Debtor delinquent in paying any insurance premium
payment?
|
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X
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6.
|
Have
any payments been made on prepetition liabilities this reporting
period?
|
X
(1)
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7.
|
Are any
postpetition receivables (accounts, notes or loans) due from
related parties or affiliates?
|
X
(2)
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8.
|
Are any
postpetition payroll taxes past due?
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X
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9.
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Are any
postpetition State or Federal income taxes past due?
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|
X
|
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10.
|
Are any
postpetition real estate taxes past due?
|
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X
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11.
|
Are any
other postpetition taxes past due?
|
|
X
|
|
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|
12.
|
Have
any prepetition taxes been paid during this reporting
period?
|
X
(1)
|
|
|
|
|
|
|
13.
|
Are any
amounts owed to postpetition creditors delinquent?
|
X
(3)
|
|
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|
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|
14.
|
Are any
wage payments past due?
|
|
X
|
|
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|
15.
|
Have
any postpetition loans been received by the Debtor from any
party?
|
X
(4)
|
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16.
|
Is the
Debtor delinquent in paying any U.S. Trustee fees?
|
|
X
|
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17.
|
Is the
Debtor delinquent with any court ordered payments to attorneys or
other professionals?
|
|
X
|
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|
18.
|
Have
the owners or shareholders received any compensation outside of the
normal course of business?
|
|
X
|
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