UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): September 21, 2018
Premier Exhibitions, Inc.
(Exact name of Registrant as Specified in Charter)
FLORIDA (State or Other Jurisdiction |
000-24452 (Commission |
20-1424922 (I.R.S. Employer |
3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071 (Address of Principal Executive Offices) (Zip Code)
|
(404) 842 - 2600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. | Regulation FD Disclosure. |
As previously announced, on June 14, 2016, Premier Exhibitions, Inc. (the “Company”) and each of its U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). On September 21, 2018, the Company, and its U.S. subsidiaries, filed monthly operating reports for the period of August 1, 2018 through August 30, 2018 (the “Monthly Operating Reports”) with the Bankruptcy Court. Excerpts of the Monthly Operating Reports, excluding exhibits, are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8 and incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Cautionary Statements Regarding the Monthly Operating Reports
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Reports are limited in scope, covers a limited time period, and have been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. The financial information in the Monthly Operating Reports were not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, non-cash items, accruals, valuations and disclosures. The Monthly Operating Reports also contain information for periods which are different from the historical periods required in the Company’s reports pursuant to Exchange Act, and such information might not be indicative of the Company's financial condition or operating results for a period that would be reflected in the Company's financial statements or its reports pursuant to the Exchange Act. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Reports are complete. Results and information set forth in the Monthly Operating Reports should not be viewed as indicative of future results.
Exchange Act Reports
The Company has suspended the filing of its regular periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (the “SEC”). The Company, however, intends to furnish copies of the Monthly Operating Reports that are required to be submitted to the Bankruptcy Court under cover of Current Reports on Form 8-K and to continue to file Forms 8-K disclosing material developments concerning the Company.
Additional Information Regarding the Chapter 11 Filing
Information about the Chapter 11 process, as well as court filings (including the full text of the Monthly Operating Reports, with exhibits) and other documents related to the reorganization proceedings, is available through the Official Equity Committee Website for Shareholders of Premier Exhibitions, Inc. at http://www.jndla.com/cases/premiercommittee, docket numbers 1211-1218. Information contained on, or that can be accessed through, such website or the Bankruptcy Court’s website is not part of this Current Report.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PREMIER EXHIBITIONS, INC. | |||
Date: September 24, 2018 | By: | /s/Jerome Henshall | |
Jerome Henshall | |||
Chief Financial Officer |
INDEX TO EXHIBITS
Exhibit No. | Description | |
99.1 | Monthly Operating Report for the Period of August 1, 2018 through August 30, 2018 dated September 21, 2018 for Premier Exhibitions, Inc. | |
99.2 | Monthly Operating Report for the Period of August 1, 2018 through August 30, 2018 dated September 21, 2018 for Premier Exhibition Management LLC | |
99.3 | Monthly Operating Report for the Period of August 1, 2018 through August 30, 2018 dated September 21, 2018 for RMS Titanic, Inc. | |
99.4 | Monthly Operating Report for the Period of August 1, 2018 through August 30, 2018 dated September 21, 2018 for Arts and Exhibitions International, LLC | |
99.5 | Monthly Operating Report for the Period of August 1, 2018 through August 30, 2018 dated September 21, 2018 for Premier Merchandising, LLC | |
99.6 | Monthly Operating Report for the Period of August 1, 2018 through August 30, 2018 dated September 21, 2018 for Premier Exhibitions International, LLC | |
99.7 | Monthly Operating Report for the Period of August 1, 2018 through August 30, 2018 dated September 21, 2018 for Premier Exhibitions NYC, Inc. | |
99.8 | Monthly Operating Report for the Period of August 1, 2018 through August 30, 2018 dated September 21, 2018 for Dinosaurs Unearthed Corp. |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT | |||||||
MIDDLE DISTRICT OF FLORIDA | |||||||
JACKSONVILLE DIVISION | |||||||
IN RE: | } | CASE NUMBER | |||||
} | 3:16-bk-02232-PMG | ||||||
PREMIER EXHIBITIONS, INC | } | ||||||
} | JUDGE | PAUL M. GLENN | |||||
} | |||||||
DEBTOR. | } | CHAPTER 11 | |||||
DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS) | |||||||
FOR THE PERIOD | |||||||
FROM | August 1, 2018 | TO | August 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 EXHIBITIONS, INC | 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/ |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | ||||||
FOR THE PERIOD BEGINNING | 1-Aug-18 | AND ENDING | 31-Aug-18 | |||
Name of Debtor: | PREMIER EXHIBITIONS, INC | Case Number | 3:16-bk-02232-PMG | |||
Date of Petition: | 14-Jun-16 | |||||
Current month | Cumulative | |||||
Petition to date | ||||||
1. Funds at beginning of period per bank | $Nil | ( a ) | $Nil | ( b ) | ||
2. Receipts: | ||||||
A. Cash sales | ||||||
Minus: Cash refunds | ||||||
Net cash sales | ||||||
B. Accounts receivable | $ - | |||||
C. Other receipts (see MOR-3) | $ - | |||||
Note: invoice & receipts at the same time | ||||||
3. Total receipts (lines 2A+2B+2C) | $ - | $ - | ||||
4. Total funds available for operations (line 1+line 3) | $Nil | $Nil | ||||
5. Disbursements | ||||||
A. Advertising | ||||||
B. Bank charges | ||||||
C. Contract labour | ||||||
D. Fixed asset payments (not incl in "N") | ||||||
E. Insurance | ||||||
F. Inventory payments | ||||||
G. Leases | ||||||
H. Manufacturing supplies | ||||||
I. Office supplies | ||||||
J. Payroll - net (see attachment 4B) | ||||||
K. Professional fees (Accounting & legal) | ||||||
L. Rent | ||||||
M. Repairs & maintenance | ||||||
N. Secured creditor payments (see attach 2) | ||||||
O. Taxes paid - payroll (see attachment 4C) | ||||||
P. Taxes paid - sales & use (see attach 4C) | ||||||
Q. Taxes paid - Other (see attachment 4C) | ||||||
R. Telephone | ||||||
S. Travel & entertainment | ||||||
T. U.S. Trustee Quarterly Fees | ||||||
U. Utilities | ||||||
V. Vehicle expenses (car rental) | ||||||
W. Other operating expenses | $ - | |||||
6. Total Disbursements (sum of 5A thru W) | $ - | $ - | ||||
7. Ending balance (line 4 minus line 6) | $Nil | ( c ) | $Nil | ( 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 21st day of September, 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 | |||||||
Description | Current Month | Petition to Date | |||||
None | |||||||
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: | |||||||
Loan amount | 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 | |||||||
Description | Current Month | Petition to Date | |||||
None | |||||||
TOTAL OTHER DISBURSEMENTS | $ - | $ - | |||||
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement. | |||||||
Please refer to Appendix |
Attachment 1 | ||||||||
Monthly Accounts Receivable Reconciliation and Aging | ||||||||
Name of Debtor: | PREMIER EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | |||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||||
ACCOUNTS RECEIVABLE AT PETITION DATE: | $NIL | |||||||
Accounts receivable reconciliation | ||||||||
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received): | ||||||||
Beginning of Month Balance | ( a ) | |||||||
Plus: current month new billings | ||||||||
Minus: collection during the month | ( b ) | |||||||
Plus/ minus: adjustments or writeoffs | * | |||||||
End of month balance | $ - | ( 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 ) | |||||
For any receivables in the “Over 90 Days” category, please provide the following: | ||||||||
Customer | Receivable Date | Status (Collection efforts taken, estimate of collectibility | ||||||
write-off, disputed account, etc.) | ||||||||
None | ||||||||
(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 EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | |||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||||
In the space below list all invoices or bills incurred and not paid since 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 | ||||
None | ||||||||
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) | ||||||||
Opening Balance | $Nil | ( a ) | ||||||
PLUS: New indebtedness incurred this month | ||||||||
MINUS: Amount paid on post petition | ||||||||
Accounts payable this month | $ - | |||||||
PLUS/MINUS: adjustments | $ - | * | ||||||
End of month balance | $Nil | ( 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 | ||||||
None | ||||||||
TOTAL | $Nil | (d) | ||||||
(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, 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 EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||
INVENTORY REPORT | ||||||
INVENTORY BALANCE AT PETITION DATE: | $Nil | |||||
INVENTORY RECONCILIATION: | ||||||
Inventory Balance at Beginning of Month | $Nil | (a) | ||||
PLUS: Inventory Purchased During Month | ||||||
MINUS: Inventory Used or Sold | ||||||
PLUS/MINUS: Adjustments or Write-downs | * | |||||
Inventory on Hand at End of Month | $Nil | |||||
METHOD OF COSTING INVENTORY: | ||||||
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. | ||||||
INVENTORY AGING | ||||||
Less than 6 | 6 months to | Greater than | Considered | Total Inventory | ||
months old | 2 years old | 2 years old | Obsolete | |||
None | = 100% | |||||
* Aging Percentages must equal 100%. | ||||||
☐ Check here if inventory contains perishable items. | ||||||
Description of Obsolete Inventory: | ||||||
None | ||||||
FIXED ASSET REPORT | ||||||
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE: | $Nil | (b) | ||||
(Includes Property, Plant and Equipment) | ||||||
BRIEF DESCRIPTION (First Report Only): | ||||||
None | ||||||
FIXED ASSETS RECONCILIATION: | ||||||
Fixed Asset Book Value at Beginning of Month | $Nil | (a)(b) | ||||
MINUS: Depreciation Expense | ||||||
PLUS: New Purchases | ||||||
PLUS/MINUS: Adjustments or Write-downs | * | |||||
Ending Monthly Balance | $Nil | |||||
*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: | ||||||
None | ||||||
(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 EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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 | |
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 EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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 |
Attachment 4B | |||||||
Monthly summary of bank activity - payroll account | |||||||
Name of Debtor: | PREMIER EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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: | 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 | 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 5B | |||||
Check register - payroll account | |||||
Name of Debtor: | PREMIER EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
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 | |
None | |||||
TOTAL | $Nil |
Attachment 4C | |||||||
Monthly Summary of Bank Activity - Tax Account | |||||||
Name of Debtor: | PREMIER EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | ||||||
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 5B | ||||||
Check register - tax account | ||||||
Name of Debtor: | PREMIER EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||
Name of bank | None | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
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 | |||||
SUMMARY OF TAXES PAID | ||||||
Payroll Taxes Paid | $Nil | (a) | ||||
Sales & Use Taxes Paid | $Nil | (b) | ||||
Other Taxes Paid | $Nil | (c) | ||||
TOTAL | $Nil | (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 | None | ||||
Instrument | Face Value | Purchase Price | Date of Purchase | Current Market Value | |
None | |||||
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) | ||
None | |||||
Total | $Nil | ( b ) | |||
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If | |||||
there are no receipts, provide an explanation. | |||||
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b) | $Nil | (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 EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 |
None | |||||
Total | $Nil |
Attachment 7 | |||||
Summary of Officer or Owner Compensation | |||||
Summary of personnel and insurance coverages | |||||
Name of Debtor: | PREMIER EXHIBITIONS, INC | Case Number: | 3:16-bk-02232-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | ||
None | |||||
Total | $Nil | ||||
PERSONNEL REPORT | |||||
Full time | Part time | ||||
Number of employees at beginning of period | None | ||||
Number hired during the period | None | ||||
Number terminated or resigned during period | None | ||||
Number of employees on payroll at end of period | None | ||||
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.). | |||||
Renewal of Directors & Officers Insurance for period from May 1, 2018 to September 1, 2018 | |||||
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. | |||||||
None | |||||||
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before | To be determined |
APPENDIX | ||||
Premier Exhibitions, Inc. | ||||
Per MOR-3 | ||||
(Unaudited) Combined Balance Sheet | ||||
(Unaudited) Combined Profit and Loss Statement | ||||
(Unaudited) Balance Sheet | ||||
(Unaudited) Profit and Loss Statement |
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 | August 1, 2018 | TO | August 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-Aug-18 | AND ENDING | 31-Aug-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 08-31-18 | ||||||||||||
SEE PROFIT & LOSS STATEMENT | |||||||||||||
EXHIBIT ITEM | |||||||||||||
2 | Premier Exhibition Management Income Statement 08-31-18 | ||||||||||||
BANK STATEMENTS AND RECONCILIATIONS ATTACHED | |||||||||||||
EXHIBIT ITEM | |||||||||||||
3 | 08.2018 - 3309 TUT Account | ||||||||||||
4 | 08.2018 - 4747 Sweep | ||||||||||||
5 | 08.2018 - 9523 Check Clearing Account and Reconciliation | ||||||||||||
6 | 08.2018 - 9655 Sweep (Atlanta) | ||||||||||||
7 | 08.2018 - 9663 Sweep Online Sales | ||||||||||||
8 | 08.2018 - 9697 Operating Bank Account | ||||||||||||
9 | 08.2018 - 9705 Deposit Clearing Account | ||||||||||||
10 | 08.2018 - 9713 Payroll Clearing Bank Account | ||||||||||||
11 | 08.2018 - 9762 Sweep (Orlando) | ||||||||||||
12 | 08.2018 - 9788 Sweep (Las Vegas) | ||||||||||||
13 | 08.2018 - 10999 Undeposited Funds | ||||||||||||
Per MOR-3 | Per MOR-4 | ||||||||||||
EXHIBIT ITEM | EXHIBIT ITEM | ||||||||||||
14 | 08.2018 Cash Transactions History | Please refer to MOR-2 Exhibit 1 named, Premier Exhibition Management Balance Sheet 08-31-18 | |||||||||||
15 | 08.2018 Check Register | 16 | 08.2018 Aged AR Detail | ||||||||||
17 | 08.2018 AR Transactions | ||||||||||||
See above - 08.2018 Aged AR Detail | |||||||||||||
Per MOR-5 | Per MOR-6 | ||||||||||||
EXHIBIT ITEM | EXHIBIT ITEM | ||||||||||||
18 | 08.2018 Aged AP Detail | Please refer to MOR-2 Exhibit 1 named, Premier Exhibition Management Balance Sheet 08-31-18 | |||||||||||
19 | 08.2018 Pre- and Post-Petition AP Invoices | 21 | 08.2018 12000 - Inventory | ||||||||||
20 | 08.2018 AP Transactions | 22 | 08.2018 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, 08.2018 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 | 08.2018 Payroll (1) | 26 | |||||||||||
24 | 08.2018 Payroll (2) | 27 | |||||||||||
25 | 28 | ||||||||||||
Per MOR-13 | |||||||||||||
EXHIBIT ITEM | |||||||||||||
29 | 08.2018 - 10030 Petty Cash | ||||||||||||
Per MOR-14 | |||||||||||||
30 | 08.2018 Sale Tax | ||||||||||||
Please refer to MOR-5 Exhibit 18 named, 08.2018 Aged AP Detail |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | ||||||
FOR THE PERIOD BEGINNING | 1-Aug-18 | AND ENDING | 31-Aug-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 08-31-18 | |||||
SEE PROFIT & LOSS STATEMENT | ||||||
2 | Premier Exhibition Management Income Statement 08-31-18 | |||||
BANK STATEMENTS AND RECONCILATIONS ATTACHED | ||||||
3 | 08.2018 - 3309 TUT Account | |||||
4 | 08.2018 - 4747 Sweep | |||||
5 | 08.2018 - 9523 Check Clearing Account and Reconciliation | |||||
6 | 08.2018 - 9655 Sweep (Atlanta) | |||||
7 | 08.2018 - 9663 Sweep Online Sales | |||||
8 | 08.2018 - 9697 Operating Bank Account | |||||
9 | 08.2018 - 9705 Deposit Clearing Account | |||||
10 | 08.2018 - 9713 Payroll Clearing Bank Account | |||||
11 | 08.2018 - 9762 Sweep (Orlando) | |||||
12 | 08.2018 - 9788 Sweep (Las Vegas) | |||||
13 | 08.2018 - 10999 Undeposited Funds | |||||
Current month | Cumulative | |||||
Petition to date | ||||||
1. Funds at beginning of period per bank | $ 1,249,982.00 | ( 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) | $ 1,277,007.00 | ( c ) | $ 1,277,007.00 | ( 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 21st day of September, 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 | |||||||
Description | Current Month | Petition to Date | |||||
SEE CASH TRANSACTION JOURNAL AND GENERAL LEDGER ATTACHED | |||||||
14 | 08.2018 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: | |||||||
Loan amount | 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 | |||||||
Description | Current Month | Petition to Date | |||||
SEE CHECK REGISTER ATTACHED AND GENERAL LEDGER | |||||||
15 | 08.2018 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-Aug-18 | Period ending | 31-Aug-18 | ||||
ACCOUNTS RECEIVABLE AT PETITION DATE: | $ 1,076,512.00 | ||||||
Accounts receivable reconciliation | |||||||
(Include all 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 08-31-18 | |||||||
16 | 08.2018 Aged AR Detail | ||||||
17 | 08.2018 AR Transactions | ||||||
Beginning of Month Balance | $ 1,441,754.00 | ( a ) | |||||
Plus: current month new billings | |||||||
Minus: collection during the month | ( b ) | ||||||
Plus/ minus: adjustments or writeoffs | * | ||||||
End of month balance | $ 1,187,795.00 | ( 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 - 08.2018 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-Aug-18 | Period ending | 31-Aug-18 | |||||
In the space below list all invoices or bills incurred and not paid since 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 | 08.2018 Aged AP Detail | |||||||
19 | 08.2018 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 | 08.2018 AP Transactions | |||||||
Opening Balance | $ 4,888,156.00 | ( a ) | ||||||
PLUS: New indebtedness incurred this month | ||||||||
MINUS: Amount paid on post petition | ||||||||
Accounts payable this month | ||||||||
PLUS/MINUS: adjustments | $ - | * | ||||||
End of month balance | $ 5,165,451.00 | ( 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 of $151,017 to June 30, 2018, paid on June 30, 2018. Interest July 1-Sept due Oct.1/2018 | ||||||||
- | (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-Aug-18 | Period ending | 31-Aug-18 | ||||
INVENTORY REPORT | |||||||
SEE BALANCE SHEET AND INVENTORY ACCOUNT RECONCILIATION | |||||||
21 | 08.2018 12000 - Inventory | ||||||
INVENTORY BALANCE AT PETITION DATE: | $ 744,012.25 | ||||||
INVENTORY RECONCILIATION: | |||||||
Inventory Balance at Beginning of Month | $565,840.00 | (a) | |||||
PLUS: Inventory Purchased During Month | $89,463.00 | ||||||
MINUS: Inventory Used or Sold | ($42,342.00) | ||||||
PLUS/MINUS: Adjustments or Write-downs | $0.00 | * | |||||
Inventory on Hand at End of Month | $612,961.00 | ||||||
METHOD OF COSTING INVENTORY: | Weighted average cost | ||||||
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. | |||||||
INVENTORY AGING | |||||||
22 | 08.2018 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-Aug-18 | Period ending | 31-Aug-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. | ||||||
$ 348,709.87 | 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-Aug-18 | Period ending | 31-Aug-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 | 08.2018 - 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-Aug-18 | Period ending | 31-Aug-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-Aug-18 | Period ending | 31-Aug-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-Aug-18 | Period ending | 31-Aug-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 | 08.2018 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-Aug-18 | Period ending | 31-Aug-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 | 08.2018 - 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-Aug-18 | Period ending | 31-Aug-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-Aug-18 | Period ending | 31-Aug-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-Aug-18 | Period ending | 31-Aug-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 | 08.2018 Payroll (1) | 26 | 0 | ||||
24 | 08.2018 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-Aug-18 | Period ending | 31-Aug-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-Aug-18 | Period ending | 31-Aug-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-Aug-18 | Period ending | 31-Aug-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 | 08.2018 - 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-Aug-18 | Period ending | 31-Aug-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 08-31-18 | |||||
30 | 08.2018 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-Aug-18 | Period ending | 31-Aug-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 | $ 21,392.31 | <--3 bi-weekly payments during Aug 2018 | ||
Jessica Sanders | Corp. Secretary | Bi-weekly salary | $ 13,073.07 | <--3 bi-weekly payments during Aug 2018 | ||
Total | $ 59,215.38 | |||||
PERSONNEL REPORT | ||||||
Full time | Part time | |||||
Number of employees at beginning of period | 32 | 64 | ||||
Number hired during the period | 12 | |||||
Number terminated, transferred or resigned during period | 3 | 12 | ||||
Number of employees on payroll at end of period | 29 | 64 | ||||
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.). | ||||||
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. | |||||||
No significant developments | |||||||
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before | To be determined |
Exhibit 99.3
UNITED STATES BANKRUPTCY COURT | |||||||
MIDDLE DISTRICT OF FLORIDA | |||||||
JACKSONVILLE DIVISION | |||||||
IN RE: | } | CASE NUMBER | |||||
} | 3:16-bk-02230-PMG | ||||||
RMS TITANIC, INC | } | ||||||
} | JUDGE | PAUL M. GLENN | |||||
} | |||||||
DEBTOR. | } | CHAPTER 11 | |||||
DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS) | |||||||
FOR THE PERIOD | |||||||
FROM | August 1, 2018 | TO | August 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: | ||||||
RMS TITANIC, INC | 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/ |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | ||||||
FOR THE PERIOD BEGINNING | 1-Aug-18 | AND ENDING | 31-Aug-18 | |||
Name of Debtor: | RMS TITANIC, INC | Case Number | 3:16-bk-02230-PMG | |||
Date of Petition: | 14-Jun-16 | |||||
Current month | Cumulative | |||||
Petition to date | ||||||
1. Funds at beginning of period per bank (Trust Account) | $ 686,055.80 | ( a ) | $ 483,632.34 | ( b ) | ||
2. Receipts: | ||||||
A. Cash sales | ||||||
Minus: Cash refunds | ||||||
Net cash sales | ||||||
B. Accounts receivable | $ - | |||||
C. Other receipts (see MOR-3) | $ 25,118.04 | $ 227,605.54 | ||||
Note: invoice & receipts at the same time | ||||||
3. Total receipts (lines 2A+2B+2C) | $ 25,118.04 | $ 227,605.54 | ||||
4. Total funds available Trust Account (line 1+line 3) | $ 711,173.84 | $ 711,237.88 | ||||
5. Disbursements | ||||||
A. Advertising | ||||||
B. Bank charges | $ - | $ - | ||||
C. Contract labour | ||||||
D. Fixed asset payments (not incl in "N") | ||||||
E. Insurance | ||||||
F. Inventory payments | ||||||
G. Leases | ||||||
H. Manufacturing supplies | ||||||
I. Office supplies | ||||||
J. Payroll - net (see attachment 4B) | ||||||
K. Professional fees (Accounting & legal) | ||||||
L. Rent | ||||||
M. Repairs & maintenance | ||||||
N. Secured creditor payments (see attach 2) | ||||||
O. Taxes paid - payroll (see attachment 4C) | ||||||
P. Taxes paid - sales & use (see attach 4C) | ||||||
Q. Taxes paid - Other (see attachment 4C) | ||||||
R. Telephone | ||||||
S. Travel & entertainment | ||||||
T. U.S. Trustee Quarterly Fees | ||||||
U. Utilities | ||||||
V. Vehicle expenses (car rental) | ||||||
W. Other - Federal withholding | $ - | $ 64.04 | ||||
6. Total Disbursements (sum of 5A thru W) | $ - | $ 64.04 | ||||
7. Ending balance (line 4 minus line 6) | $ 711,173.84 | ( c ) | $ 711,173.84 | ( 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 21st day of September, 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 | |||||||
Description | Current Month | Petition to Date | |||||
Interest income | $ 118.04 | $ 2,605.54 | |||||
Quarterly transfer from PEM operating account | $ 25,000.00 | $ 225,000.00 | |||||
TOTAL OTHER RECEIPTS | $ 25,118.04 | $ 227,605.54 | |||||
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below: | |||||||
Loan amount | 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 | |||||||
Description | Current Month | Petition to Date | |||||
Federal witholding | $ - | $ 64.04 | |||||
TOTAL OTHER DISBURSEMENTS | $ - | $ 64.04 | |||||
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement. | |||||||
Please refer to Appendix |
Attachment 1 | ||||||||
Monthly Accounts Receivable Reconciliation and Aging | ||||||||
Name of Debtor: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | |||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||||
ACCOUNTS RECEIVABLE AT PETITION DATE: | $NIL | |||||||
Accounts receivable reconciliation | ||||||||
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received): | ||||||||
Beginning of Month Balance | $Nil | ( a ) | ||||||
Plus: current month new billings | ||||||||
Minus: collection during the month | ( b ) | |||||||
Plus/ minus: adjustments or writeoffs | * | |||||||
End of month balance | $Nil | ( 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 | ||||
$ - | $ - | $ - | $ - | $Nil | ( c ) | |||
For any receivables in the “Over 90 Days” category, please provide the following: | ||||||||
None | ||||||||
Customer | Receivable Date | Status (Collection efforts taken, estimate of collectibility | ||||||
write-off, disputed account, etc.) | ||||||||
None | ||||||||
(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: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | |||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||||
In the space below list all invoices or bills incurred and not paid since 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 | ||||
None | ||||||||
Total amount | $Nil | ( 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) | ||||||||
Opening Balance | $Nil | ( a ) | ||||||
PLUS: New indebtedness incurred this month | ||||||||
MINUS: Amount paid on post petition | ||||||||
Accounts payable this month | $ - | |||||||
PLUS/MINUS: adjustments | $ - | * | ||||||
End of month balance | $Nil | ( 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 | ||||||
None | $ - | |||||||
TOTAL | $Nil | (d) | ||||||
(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, 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: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | ||||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||||
INVENTORY REPORT | |||||||||
INVENTORY BALANCE AT PETITION DATE: | $Nil | ||||||||
INVENTORY RECONCILIATION: | |||||||||
Inventory Balance at Beginning of Month | $Nil | (a) | |||||||
PLUS: Inventory Purchased During Month | |||||||||
MINUS: Inventory Used or Sold | |||||||||
PLUS/MINUS: Adjustments or Write-downs | * | ||||||||
Inventory on Hand at End of Month | $Nil | ||||||||
METHOD OF COSTING INVENTORY: | No inventory | ||||||||
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. | |||||||||
INVENTORY AGING | |||||||||
Less than 6 | 6 months to | Greater than | Considered | Total Inventory | |||||
months old | 2 years old | 2 years old | Obsolete | ||||||
= 100% | |||||||||
* Aging Percentages must equal 100%. | |||||||||
☐ Check here if inventory contains perishable items. | |||||||||
Description of Obsolete Inventory: | |||||||||
None | |||||||||
FIXED ASSET REPORT | |||||||||
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE: | $ 218,023,300 | (b) | |||||||
(Includes Property, Plant and Equipment) | |||||||||
BRIEF DESCRIPTION (First Report Only): | |||||||||
FIXED ASSETS RECONCILIATION: | |||||||||
Fixed Asset Book Value at Beginning of Month | $ 2,826,020.00 | (a)(b) | |||||||
MINUS: Depreciation Expense | |||||||||
PLUS: New Purchases | |||||||||
PLUS/MINUS: Adjustments or Write-downs | $ (727.00) | * | |||||||
Ending Monthly Balance | $ 2,825,293.00 | ||||||||
*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable. | |||||||||
Note to reader - this adjustment relates to physical "lumps of coal" sold as souvenirs through our merchandise retail operations | |||||||||
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD: | |||||||||
No purchases or disposals 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: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | RMS Titanic Inc. | Account number | *4069 | ||
Purpose of account: | OPERATING - TRUST ACCOUNT | ||||
Ending balance per bank statement | $ 711,173.84 | ||||
Plus total amount of outstanding deposits | $ - | ||||
Minus: total amount of outstanding checks and other debits | * | ||||
Minus: service charges | $ - | ||||
End of month balance | $ 711,173.84 | ** ( a ) | |||
* Debit cards are used by | None | ||||
** If Closing Balance is negative, provide explanation: | None | ||||
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: | |||||
None | Transferred to Payroll Account | ||||
None | 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: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | Bank of America Merrill Lynch | Branch | NOT APPLICABLE | ||
Account name | RMS Titanic Inc. | Account number | *4069 | ||
Purpose of account: | OPERATING - TRUST 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 | |
None | $ - | ||||
Total | $Nil |
Attachment 4B | |||||||
Monthly summary of bank activity - payroll account | |||||||
Name of Debtor: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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: | 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 | None | ||||||
** If Closing Balance is negative, provide explanation: | None | ||||||
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 5B | |||||
Check register - payroll account | |||||
Name of Debtor: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
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 | |
None | $ - | ||||
TOTAL | $Nil |
Attachment 4C | |||||||
Monthly Summary of Bank Activity - Tax Account | |||||||
Name of Debtor: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | ||||||
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: | None | ||||||
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 5B | ||||||
Check register - tax account | ||||||
Name of Debtor: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||
Name of bank | None | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
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 | $Nil | (a) | ||||
Sales & Use Taxes Paid | $Nil | (b) | ||||
Other Taxes Paid | $Nil | (c) | ||||
TOTAL | $Nil | (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 | |||||
Instrument | Face Value | Purchase Price | Date of Purchase | Current Market Value | |
None | |||||
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) | ||
None | $ - | ||||
Total | $Nil | ( b ) | |||
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If | |||||
there are no receipts, provide an explanation. | |||||
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b) | $Nil | (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: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 |
None | |||||
Total | $Nil |
Attachment 7 | |||||
Summary of Officer or Owner Compensation | |||||
Summary of personnel and insurance coverages | |||||
Name of Debtor: | RMS TITANIC, INC | Case Number: | 3:16-bk-02230-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | ||
None | |||||
Total | $Nil | ||||
PERSONNEL REPORT | |||||
Full time | Part time | ||||
Number of employees at beginning of period | None | ||||
Number hired during the period | None | ||||
Number terminated or resigned during period | None | ||||
Number of employees on payroll at end of period | None | ||||
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.). | |||||
No changes | |||||
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. | |||||||
None | |||||||
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before | To be determined |
APPENDIX | |||
RMS Titanic, Inc. | |||
Per MOR-3 | |||
(Unaudited) Balance Sheet | |||
(Unaudited) Profit and Loss Statement | |||
RMS Titanic, Inc. | |||
Per MOR-7 | |||
Bank reconciliation form – Bank of America *4069 | |||
Account statement – Bank of America *4069 |
Exhibit 99.4
UNITED STATES BANKRUPTCY COURT | |||||||
MIDDLE DISTRICT OF FLORIDA | |||||||
JACKSONVILLE DIVISION | |||||||
IN RE: | } | CASE NUMBER | |||||
} | 3:16-bk-02238-PMG | ||||||
ARTS AND EXHIBITIONS INTERNATIONAL, LLC | } | ||||||
} | JUDGE | PAUL M. GLENN | |||||
} | |||||||
DEBTOR. | } | CHAPTER 11 | |||||
DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS) | |||||||
FOR THE PERIOD | |||||||
FROM | August 1, 2018 | TO | August 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: | ||||||
ARTS AND EXHIBITIONS INTERNATIONAL, 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/ |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | ||||||
FOR THE PERIOD BEGINNING | 1-Aug-18 | AND ENDING | 31-Aug-18 | |||
Name of Debtor: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number | 3:16-bk-02238-PMG | |||
Date of Petition: | 14-Jun-16 | |||||
Current month | Cumulative | |||||
Petition to date | ||||||
1. Funds at beginning of period per bank | $Nil | ( a ) | $Nil | ( b ) | ||
2. Receipts: | ||||||
A. Cash sales | ||||||
Minus: Cash refunds | ||||||
Net cash sales | ||||||
B. Accounts receivable | $ - | $ - | ||||
C. Other receipts (see MOR-3) | ||||||
Note: invoice & receipts at the same time | ||||||
3. Total receipts (lines 2A+2B+2C) | $ - | $ - | ||||
4. Total funds available for operations (line 1+line 3) | $Nil | $Nil | ||||
5. Disbursements | ||||||
A. Advertising | ||||||
B. Bank charges | ||||||
C. Contract labour | ||||||
D. Fixed asset payments (not incl in "N") | ||||||
E. Insurance | ||||||
F. Inventory payments | ||||||
G. Leases | ||||||
H. Manufacturing supplies | ||||||
I. Office supplies | ||||||
J. Payroll - net (see attachment 4B) | ||||||
K. Professional fees (Accounting & legal) | ||||||
L. Rent | ||||||
M. Repairs & maintenance | ||||||
N. Secured creditor payments (see attach 2) | ||||||
O. Taxes paid - payroll (see attachment 4C) | ||||||
P. Taxes paid - sales & use (see attach 4C) | ||||||
Q. Taxes paid - Other (see attachment 4C) | ||||||
R. Telephone | ||||||
S. Travel & entertainment | ||||||
T. U.S. Trustee Quarterly Fees | ||||||
U. Utilities | ||||||
V. Vehicle expenses (car rental) | ||||||
W. Other operating expenses | ||||||
6. Total Disbursements (sum of 5A thru W) | $ - | $ - | ||||
7. Ending balance (line 4 minus line 6) | $Nil | ( c ) | $Nil | ( 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 21st day of September, 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 | |||||||
Description | Current Month | Petition to Date | |||||
None | $ - | $ - | |||||
TOTAL OTHER RECEIPTS | $Nil | $Nil | |||||
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below: | |||||||
Loan amount | 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 | |||||||
Description | Current Month | Petition to Date | |||||
None | $ - | $ - | |||||
TOTAL OTHER DISBURSEMENTS | $Nil | $Nil | |||||
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement. | |||||||
Please refer to Appendix |
Attachment 1 | ||||||||
Monthly Accounts Receivable Reconciliation and Aging | ||||||||
Name of Debtor: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | |||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||||
ACCOUNTS RECEIVABLE AT PETITION DATE: | $NIL | |||||||
Accounts receivable reconciliation | ||||||||
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received): | ||||||||
Beginning of Month Balance | $Nil | ( a ) | ||||||
Plus: current month new billings | ||||||||
Minus: collection during the month | ( b ) | |||||||
Plus/ minus: adjustments or writeoffs | * | |||||||
End of month balance | $Nil | ( 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 | ||||
$ - | $ - | $ - | $ - | $Nil | ( c ) | |||
For any receivables in the “Over 90 Days” category, please provide the following: | ||||||||
None | ||||||||
Customer | Receivable Date | Status (Collection efforts taken, estimate of collectibility | ||||||
write-off, disputed account, etc.) | ||||||||
None | ||||||||
(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: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | |||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||||
In the space below list all invoices or bills incurred and not paid since 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 | ||||
None | ||||||||
Total amount | $Nil | ( 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) | ||||||||
Opening Balance | $Nil | ( a ) | ||||||
PLUS: New indebtedness incurred this month | ||||||||
MINUS: Amount paid on post petition | ||||||||
Accounts payable this month | $ - | |||||||
PLUS/MINUS: adjustments | $ - | * | ||||||
End of month balance | $Nil | ( 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 | ||||||
None | $ - | |||||||
TOTAL | $Nil | (d) | ||||||
(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, 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: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
INVENTORY REPORT | |||||||
INVENTORY BALANCE AT PETITION DATE: | $Nil | ||||||
INVENTORY RECONCILIATION: | |||||||
Inventory Balance at Beginning of Month | $Nil | (a) | |||||
PLUS: Inventory Purchased During Month | |||||||
MINUS: Inventory Used or Sold | |||||||
PLUS/MINUS: Adjustments or Write-downs | * | ||||||
Inventory on Hand at End of Month | $Nil | ||||||
METHOD OF COSTING INVENTORY: | No inventory | ||||||
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. | |||||||
INVENTORY AGING | |||||||
Less than 6 | 6 months to | Greater than | Considered | Total Inventory | |||
months old | 2 years old | 2 years old | Obsolete | ||||
= 100% | |||||||
* Aging Percentages must equal 100%. | |||||||
☐ Check here if inventory contains perishable items. | |||||||
Description of Obsolete Inventory: | |||||||
None | |||||||
FIXED ASSET REPORT | |||||||
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE: | $Nil | (b) | |||||
(Includes Property, Plant and Equipment) | |||||||
BRIEF DESCRIPTION (First Report Only): | |||||||
FIXED ASSETS RECONCILIATION: | |||||||
Fixed Asset Book Value at Beginning of Month | $Nil | (a)(b) | |||||
MINUS: Depreciation Expense | |||||||
PLUS: New Purchases | |||||||
PLUS/MINUS: Adjustments or Write-downs | * | ||||||
Ending Monthly Balance | $Nil | ||||||
*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: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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: | None | ||||
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: | |||||
None | Transferred to Payroll Account | ||||
None | 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: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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 |
Attachment 4B | |||||||
Monthly summary of bank activity - payroll account | |||||||
Name of Debtor: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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: | 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 | None | ||||||
** If Closing Balance is negative, provide explanation: | None | ||||||
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 5B | |||||
Check register - payroll account | |||||
Name of Debtor: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
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 | |
None | $ - | ||||
TOTAL | $Nil |
Attachment 4C | |||||||
Monthly Summary of Bank Activity - Tax Account | |||||||
Name of Debtor: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | ||||||
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: | None | ||||||
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 5B | ||||||
Check register - tax account | ||||||
Name of Debtor: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||
Name of bank | None | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
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 | $Nil | (a) | ||||
Sales & Use Taxes Paid | $Nil | (b) | ||||
Other Taxes Paid | $Nil | (c) | ||||
TOTAL | $Nil | (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 | |||||
Instrument | Face Value | Purchase Price | Date of Purchase | Current Market Value | |
None | |||||
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) | ||
None | |||||
$ - | |||||
Total | $Nil | ( b ) | |||
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If | |||||
there are no receipts, provide an explanation. | |||||
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b) | $Nil | (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: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 |
None | |||||
Total | $Nil |
Attachment 7 | |||||
Summary of Officer or Owner Compensation | |||||
Summary of personnel and insurance coverages | |||||
Name of Debtor: | ARTS AND EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02238-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | ||
None | |||||
Total | $Nil | ||||
PERSONNEL REPORT | |||||
Full time | Part time | ||||
Number of employees at beginning of period | None | ||||
Number hired during the period | None | ||||
Number terminated or resigned during period | None | ||||
Number of employees on payroll at end of period | None | ||||
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.). | |||||
No change | |||||
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. | |||||||
None | |||||||
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before | To be determined |
APPENDIX | ||
Arts and Exhibitions International, LLC | ||
Per MOR-3 | ||
(Unaudited) Balance Sheet | ||
(Unaudited) Profit and Loss Statement |
Exhibit 99.5
UNITED STATES BANKRUPTCY COURT | |||||||
MIDDLE DISTRICT OF FLORIDA | |||||||
JACKSONVILLE DIVISION | |||||||
IN RE: | } | CASE NUMBER | |||||
} | 3:16-bk-02236-PMG | ||||||
PREMIER MERCHANDISING, LLC | } | ||||||
} | JUDGE | PAUL M. GLENN | |||||
} | |||||||
DEBTOR. | } | CHAPTER 11 | |||||
DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS) | |||||||
FOR THE PERIOD | |||||||
FROM | August 1, 2018 | TO | August 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 MERCHANDISING, 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/ |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | ||||||
FOR THE PERIOD BEGINNING | 1-Aug-18 | AND ENDING | 31-Aug-18 | |||
Name of Debtor: | PREMIER MERCHANDISING, LLC | Case Number | 3:16-bk-02236-PMG | |||
Date of Petition: | 14-Jun-16 | |||||
Current month | Cumulative | |||||
Petition to date | ||||||
1. Funds at beginning of period per bank | $Nil | ( a ) | $Nil | ( b ) | ||
2. Receipts: | ||||||
A. Cash sales | ||||||
Minus: Cash refunds | ||||||
Net cash sales | ||||||
B. Accounts receivable | $ - | |||||
C. Other receipts (see MOR-3) | ||||||
Note: invoice & receipts at the same time | ||||||
3. Total receipts (lines 2A+2B+2C) | $ - | $ - | ||||
4. Total funds available for operations (line 1+line 3) | $Nil | $Nil | ||||
5. Disbursements | ||||||
A. Advertising | ||||||
B. Bank charges | ||||||
C. Contract labour | ||||||
D. Fixed asset payments (not incl in "N") | ||||||
E. Insurance | ||||||
F. Inventory payments | ||||||
G. Leases | ||||||
H. Manufacturing supplies | ||||||
I. Office supplies | ||||||
J. Payroll - net (see attachment 4B) | ||||||
K. Professional fees (Accounting & legal) | ||||||
L. Rent | ||||||
M. Repairs & maintenance | ||||||
N. Secured creditor payments (see attach 2) | ||||||
O. Taxes paid - payroll (see attachment 4C) | ||||||
P. Taxes paid - sales & use (see attach 4C) | ||||||
Q. Taxes paid - Other (see attachment 4C) | ||||||
R. Telephone | ||||||
S. Travel & entertainment | ||||||
T. U.S. Trustee Quarterly Fees | ||||||
U. Utilities | ||||||
V. Vehicle expenses (car rental) | ||||||
W. Other operating expenses | ||||||
6. Total Disbursements (sum of 5A thru W) | $ - | $ - | ||||
7. Ending balance (line 4 minus line 6) | $Nil | ( c ) | $Nil | ( 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 21st day of September 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 | |||||||
Description | Current Month | Petition to Date | |||||
None | $ - | $ - | |||||
TOTAL OTHER RECEIPTS | $Nil | $Nil | |||||
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below: | |||||||
Loan amount | 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 | |||||||
Description | Current Month | Petition to Date | |||||
None | $ - | $ - | |||||
TOTAL OTHER DISBURSEMENTS | $Nil | $Nil | |||||
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement. | |||||||
Please refer to Appendix |
Attachment 1 | |||||||
Monthly Accounts Receivable Reconciliation and Aging | |||||||
Name of Debtor: | PREMIER MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
ACCOUNTS RECEIVABLE AT PETITION DATE: | $NIL | ||||||
Accounts receivable reconciliation | |||||||
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received): | |||||||
Beginning of Month Balance | $Nil | ( a ) | |||||
Plus: current month new billings | |||||||
Minus: collection during the month | ( b ) | ||||||
Plus/ minus: adjustments or writeoffs | * | ||||||
End of month balance | $Nil | ( 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 | |||
$ - | $ - | $ - | $ - | $Nil | ( c ) | ||
For any receivables in the “Over 90 Days” category, please provide the following: | |||||||
None | |||||||
Customer | Receivable Date | Status (Collection efforts taken, estimate of collectibility | |||||
write-off, disputed account, etc.) | |||||||
None | |||||||
(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 MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
In the space below list all invoices or bills incurred and not paid since 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 | |||
None | |||||||
Total amount | $Nil | ( 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) | |||||||
Opening Balance | $Nil | ( a ) | |||||
PLUS: New indebtedness incurred this month | |||||||
MINUS: Amount paid on post petition | |||||||
Accounts payable this month | $ - | ||||||
PLUS/MINUS: adjustments | $ - | * | |||||
End of month balance | $Nil | ( 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 | |||||
None | $ - | ||||||
TOTAL | $Nil | (d) | |||||
(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, 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 MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
INVENTORY REPORT | |||||||
INVENTORY BALANCE AT PETITION DATE: | $ 260,167.00 | ||||||
INVENTORY RECONCILIATION: | |||||||
Inventory Balance at Beginning of Month | (a) | ||||||
PLUS: Inventory Purchased During Month | |||||||
MINUS: Inventory Used or Sold | $ - | ||||||
PLUS/MINUS: Adjustments or Write-downs | * | ||||||
Inventory on Hand at End of Month | $ - | ||||||
METHOD OF COSTING INVENTORY: | Weighted average cost | ||||||
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. | |||||||
Note: In July 2016 MOR, PE Merch transferred its inventory to Premier Exhibitions Management, LLC | |||||||
INVENTORY AGING | |||||||
Less than 6 | 6 months to | Greater than | Considered | Total Inventory | |||
months old | 2 years old | 2 years old | Obsolete | ||||
0% | |||||||
* Aging Percentages must equal 100%. | |||||||
☐ Check here if inventory contains perishable items. | |||||||
Description of Obsolete Inventory: | |||||||
FIXED ASSET REPORT | |||||||
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE: | $Nil | (b) | |||||
(Includes Property, Plant and Equipment) | |||||||
BRIEF DESCRIPTION (First Report Only): | |||||||
SNL Merchandise Fixed Assets | |||||||
FIXED ASSETS RECONCILIATION: | |||||||
Fixed Asset Book Value at Beginning of Month | $ 113,859 | (a)(b) | |||||
MINUS: Depreciation Expense | - 5,160 | ||||||
PLUS: New Purchases | |||||||
PLUS/MINUS: Adjustments or Write-downs | * | ||||||
Ending Monthly Balance | $ 108,699 | ||||||
*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 MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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: | None | ||||
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: | |||||
None | Transferred to Payroll Account | ||||
None | 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 MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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 |
Attachment 4B | ||||||
Monthly summary of bank activity - payroll account | ||||||
Name of Debtor: | PREMIER MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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: | 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 | None | |||||
** If Closing Balance is negative, provide explanation: | None | |||||
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 5B | |||||
Check register - payroll account | |||||
Name of Debtor: | PREMIER MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
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 | |
None | $ - | ||||
TOTAL | $Nil |
Attachment 4C | ||||||
Monthly Summary of Bank Activity - Tax Account | ||||||
Name of Debtor: | PREMIER MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | |||||
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: | None | |||||
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 5B | ||||||
Check register - tax account | ||||||
Name of Debtor: | PREMIER MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||
Name of bank | None | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
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 | $Nil | (a) | ||||
Sales & Use Taxes Paid | $Nil | (b) | ||||
Other Taxes Paid | $Nil | (c) | ||||
TOTAL | $Nil | (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 | |||||
Instrument | Face Value | Purchase Price | Date of Purchase | Current Market Value | |
None | |||||
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) | ||
None | |||||
$ - | |||||
Total | $Nil | ( b ) | |||
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If | |||||
there are no receipts, provide an explanation. | |||||
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b) | $Nil | (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 MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 |
None | |||||
NOT APPLICABLE | |||||
Total | $Nil |
Attachment 7 | |||||
Summary of Officer or Owner Compensation | |||||
Summary of personnel and insurance coverages | |||||
Name of Debtor: | PREMIER MERCHANDISING, LLC | Case Number: | 3:16-bk-02236-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | ||
None | |||||
Total | $Nil | ||||
PERSONNEL REPORT | |||||
Full time | Part time | ||||
Number of employees at beginning of period | None | ||||
Number hired during the period | None | ||||
Number terminated or resigned during period | None | ||||
Number of employees on payroll at end of period | None | ||||
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.). | |||||
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. | |||||||
No significant developments | |||||||
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before | To be determined |
APPENDIX | ||
Premier Merchandising, LLC | ||
Per MOR-3 | ||
(Unaudited) Balance Sheet | ||
(Unaudited) Profit and Loss Statement |
Exhibit 99.6
UNITED STATES BANKRUPTCY COURT | |||||||
MIDDLE DISTRICT OF FLORIDA | |||||||
JACKSONVILLE DIVISION | |||||||
IN RE: | } | CASE NUMBER | |||||
} | 3:16-bk-02234-PMG | ||||||
PREMIER EXHIBITIONS INTERNATIONAL, LLC | } | ||||||
} | JUDGE | PAUL M. GLENN | |||||
} | |||||||
DEBTOR. | } | CHAPTER 11 | |||||
DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS) | |||||||
FOR THE PERIOD | |||||||
FROM | August 1, 2018 | TO | August 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 EXHIBITIONS INTERNATIONAL, 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/ |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | ||||||
FOR THE PERIOD BEGINNING | 1-Aug-18 | AND ENDING | 31-Aug-18 | |||
Name of Debtor: | PREMIER EXHIBITIONS INTERNATIONAL, LLC | Case Number | 3:16-bk-02234-PMG | |||
Date of Petition: | 14-Jun-16 | |||||
Current month | Cumulative | |||||
Petition to date | ||||||
1. Funds at beginning of period per bank | $Nil | ( a ) | $Nil | ( b ) | ||
2. Receipts: | ||||||
A. Cash sales | ||||||
Minus: Cash refunds | ||||||
Net cash sales | ||||||
B. Accounts receivable | $ - | |||||
C. Other receipts (see MOR-3) | ||||||
Note: invoice & receipts at the same time | ||||||
3. Total receipts (lines 2A+2B+2C) | $ - | $ - | ||||
4. Total funds available for operations (line 1+line 3) | $Nil | $Nil | ||||
5. Disbursements | ||||||
A. Advertising | ||||||
B. Bank charges | ||||||
C. Contract labour | ||||||
D. Fixed asset payments (not incl in "N") | ||||||
E. Insurance | ||||||
F. Inventory payments | ||||||
G. Leases | ||||||
H. Manufacturing supplies | ||||||
I. Office supplies | ||||||
J. Payroll - net (see attachment 4B) | ||||||
K. Professional fees (Accounting & legal) | ||||||
L. Rent | ||||||
M. Repairs & maintenance | ||||||
N. Secured creditor payments (see attach 2) | ||||||
O. Taxes paid - payroll (see attachment 4C) | ||||||
P. Taxes paid - sales & use (see attach 4C) | ||||||
Q. Taxes paid - Other (see attachment 4C) | ||||||
R. Telephone | ||||||
S. Travel & entertainment | ||||||
T. U.S. Trustee Quarterly Fees | ||||||
U. Utilities | ||||||
V. Vehicle expenses (car rental) | ||||||
W. Other operating expenses | ||||||
6. Total Disbursements (sum of 5A thru W) | $ - | $ - | ||||
7. Ending balance (line 4 minus line 6) | $Nil | ( c ) | $Nil | ( 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 21st day of September 30, 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 | |||||||
Description | Current Month | Petition to Date | |||||
None | $ - | $ - | |||||
TOTAL OTHER RECEIPTS | $Nil | $Nil | |||||
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below: | |||||||
Loan amount | 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 | |||||||
Description | Current Month | Petition to Date | |||||
None | $ - | $ - | |||||
TOTAL OTHER DISBURSEMENTS | $Nil | $Nil | |||||
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement. | |||||||
Please refer to Appendix |
Attachment 1 | |||||||
Monthly Accounts Receivable Reconciliation and Aging | |||||||
Name of Debtor: | PREMIER EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
ACCOUNTS RECEIVABLE AT PETITION DATE: | $NIL | ||||||
Accounts receivable reconciliation | |||||||
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received): | |||||||
Beginning of Month Balance | $ - | ( a ) | |||||
Plus: current month new billings | |||||||
Minus: collection during the month | ( b ) | ||||||
Plus/ minus: adjustments or writeoffs | * | ||||||
End of month balance | $Nil | ( 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 | |||
$ - | $ - | $ - | $ - | $Nil | ( c ) | ||
For any receivables in the “Over 90 Days” category, please provide the following: | |||||||
None | |||||||
Customer | Receivable Date | Status (Collection efforts taken, estimate of collectibility | |||||
write-off, disputed account, etc.) | |||||||
None | |||||||
(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 EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
In the space below list all invoices or bills incurred and not paid since 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 | |||
None | |||||||
Total amount | $Nil | ( 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) | |||||||
Opening Balance | $ - | ( a ) | |||||
PLUS: New indebtedness incurred this month | |||||||
MINUS: Amount paid on post petition | |||||||
Accounts payable this month | $ - | ||||||
PLUS/MINUS: adjustments | $ - | * | |||||
End of month balance | $Nil | ( 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 | |||||
None | $ - | ||||||
TOTAL | $Nil | (d) | |||||
(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, 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 EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
INVENTORY REPORT | |||||||
INVENTORY BALANCE AT PETITION DATE: | $Nil | ||||||
INVENTORY RECONCILIATION: | |||||||
Inventory Balance at Beginning of Month | $ - | (a) | |||||
PLUS: Inventory Purchased During Month | |||||||
MINUS: Inventory Used or Sold | |||||||
PLUS/MINUS: Adjustments or Write-downs | * | ||||||
Inventory on Hand at End of Month | $Nil | ||||||
METHOD OF COSTING INVENTORY: | No inventory | ||||||
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. | |||||||
INVENTORY AGING | |||||||
Less than 6 | 6 months to | Greater than | Considered | Total Inventory | |||
months old | 2 years old | 2 years old | Obsolete | ||||
= 100% | |||||||
* Aging Percentages must equal 100%. | |||||||
☐ Check here if inventory contains perishable items. | |||||||
Description of Obsolete Inventory: | |||||||
None | |||||||
FIXED ASSET REPORT | |||||||
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE: | $Nil | (b) | |||||
(Includes Property, Plant and Equipment) | |||||||
BRIEF DESCRIPTION (First Report Only): | |||||||
No fixed assets | |||||||
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 | $Nil | ||||||
*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 EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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: | None | ||||
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: | |||||
None | Transferred to Payroll Account | ||||
None | 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 EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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 |
Attachment 4B | ||||||
Monthly summary of bank activity - payroll account | ||||||
Name of Debtor: | PREMIER EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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: | 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 | None | |||||
** If Closing Balance is negative, provide explanation: | None | |||||
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 5B | |||||
Check register - payroll account | |||||
Name of Debtor: | PREMIER EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
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 | |
None | $ - | ||||
TOTAL | $Nil |
Attachment 4C | ||||||
Monthly Summary of Bank Activity - Tax Account | ||||||
Name of Debtor: | PREMIER EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | |||||
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: | None | |||||
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 5B | ||||||
Check register - tax account | ||||||
Name of Debtor: | PREMIER EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||
Name of bank | None | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
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 | $ - | (a) | ||||
Sales & Use Taxes Paid | $ - | (b) | ||||
Other Taxes Paid | $ - | (c) | ||||
TOTAL | $Nil | (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 | |||||
Instrument | Face Value | Purchase Price | Date of Purchase | Current Market Value | |
None | |||||
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) | ||
None | |||||
$ - | |||||
Total | $Nil | ( b ) | |||
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If | |||||
there are no receipts, provide an explanation. | |||||
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b) | $Nil | (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 EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 |
None | |||||
Total | $Nil |
Attachment 7 | |||||
Summary of Officer or Owner Compensation | |||||
Summary of personnel and insurance coverages | |||||
Name of Debtor: | PREMIER EXHIBITIONS INTERNATIONAL, LLC | Case Number: | 3:16-bk-02234-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | ||
None | |||||
Total | $Nil | ||||
PERSONNEL REPORT | |||||
Full time | Part time | ||||
Number of employees at beginning of period | None | ||||
Number hired during the period | None | ||||
Number terminated or resigned during period | None | ||||
Number of employees on payroll at end of period | None | ||||
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.). | |||||
No changes | |||||
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. | |||||||
None | |||||||
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before | To be determined |
APPENDIX | ||
Premier Exhibitions International, LLC | ||
Per MOR-3 | ||
(Unaudited) Balance Sheet | ||
(Unaudited) Profit and Loss Statement |
PREMIER EXHIBITIONS INTERNATIONAL, LLC | ||||||
BALANCE SHEET | ||||||
ASSETS | 31-Aug-18 | |||||
Due from Premier Exhibitions Management LLC | $ 1 | |||||
CAPITAL STOCK | ||||||
Common stock | $ 1 | |||||
STATEMENT OF INCOME | ||||||
Revenue | $Nil | |||||
Expenses | $Nil | |||||
Net Earnings | $Nil | |||||
Notice to Reader: | ||||||
These financial statements have been compiled for internal use only. | ||||||
These financial statements have not been reviewed or audited by external accountants or | ||||||
auditors. Readers are cautioned that these financial statements may not be appropriate for | ||||||
their purposes. |
Exhibit 99.7
UNITED STATES BANKRUPTCY COURT | |||||||
MIDDLE DISTRICT OF FLORIDA | |||||||
JACKSONVILLE DIVISION | |||||||
IN RE: | } | CASE NUMBER | |||||
} | 3:16-bk-02235-PMG | ||||||
PREMIER EXHIBITIONS NYC, LLC | } | ||||||
} | JUDGE | PAUL M. GLENN | |||||
} | |||||||
DEBTOR. | } | CHAPTER 11 | |||||
DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS) | |||||||
FOR THE PERIOD | |||||||
FROM | August 1, 2018 | TO | August 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 EXHIBITIONS NYC, 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/ |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | |||||
FOR THE PERIOD BEGINNING | 1-Aug-18 | AND ENDING | 31-Aug-18 | ||
Name of Debtor: | PREMIER EXHIBITIONS NYC, LLC | Case Number | 3:16-bk-02235-PMG | ||
Date of Petition: | 14-Jun-16 | ||||
Current month | Cumulative | ||||
Petition to date | |||||
1. Funds at beginning of period per bank | $Nil | ( a ) | $Nil | ( b ) | |
2. Receipts: | |||||
A. Cash sales | |||||
Minus: Cash refunds | |||||
Net cash sales | |||||
B. Accounts receivable | $ - | ||||
C. Other receipts (see MOR-3) | |||||
Note: invoice & receipts at the same time | |||||
3. Total receipts (lines 2A+2B+2C) | $ - | $ - | |||
4. Total funds available for operations (line 1+line 3) | $Nil | $Nil | |||
5. Disbursements | |||||
A. Advertising | |||||
B. Bank charges | |||||
C. Contract labour | |||||
D. Fixed asset payments (not incl in "N") | |||||
E. Insurance | |||||
F. Inventory payments | |||||
G. Leases | |||||
H. Manufacturing supplies | |||||
I. Office supplies | |||||
J. Payroll - net (see attachment 4B) | |||||
K. Professional fees (Accounting & legal) | |||||
L. Rent | |||||
M. Repairs & maintenance | |||||
N. Secured creditor payments (see attach 2) | |||||
O. Taxes paid - payroll (see attachment 4C) | |||||
P. Taxes paid - sales & use (see attach 4C) | |||||
Q. Taxes paid - Other (see attachment 4C) | |||||
R. Telephone | |||||
S. Travel & entertainment | |||||
T. U.S. Trustee Quarterly Fees | |||||
U. Utilities | |||||
V. Vehicle expenses (car rental) | |||||
W. Other operating expenses | |||||
6. Total Disbursements (sum of 5A thru W) | $ - | $ - | |||
7. Ending balance (line 4 minus line 6) | $Nil | ( c ) | $Nil | ( 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 21st day of September, 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 | |||||
Description | Current Month | Petition to Date | |||
None | $ - | $ - | |||
TOTAL OTHER RECEIPTS | $Nil | $Nil | |||
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below: | |||||
Loan amount | Source of funds | Purpose | Repayment schedule | ||
$Nil | |||||
OTHER DISBURSEMENTS: | |||||
Describe Each Item of Other Disbursement and List Amount of Disbursement. Write totals on Page MOR-2, Line 5W. | |||||
Cumulative | |||||
Description | Current Month | Petition to Date | |||
None | $ - | $ - | |||
TOTAL OTHER DISBURSEMENTS | $Nil | $Nil | |||
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement. | |||||
Please refer to Appendix |
Attachment 1 | |||||||
Monthly Accounts Receivable Reconciliation and Aging | |||||||
Name of Debtor: | PREMIER EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
ACCOUNTS RECEIVABLE AT PETITION DATE: | $NIL | ||||||
Accounts receivable reconciliation | |||||||
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received): | |||||||
Beginning of Month Balance | $Nil | ( a ) | |||||
Plus: current month new billings | |||||||
Minus: collection during the month | ( b ) | ||||||
Plus/ minus: adjustments or writeoffs | * | ||||||
End of month balance | $Nil | ( 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 | |||
$ - | $ - | $ - | $ - | $Nil | ( c ) | ||
For any receivables in the “Over 90 Days” category, please provide the following: | |||||||
None | |||||||
Customer | Receivable Date | Status (Collection efforts taken, estimate of collectibility | |||||
write-off, disputed account, etc.) | |||||||
None | |||||||
(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 EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
In the space below list all invoices or bills incurred and not paid since 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 | |||
None | |||||||
Total amount | $Nil | ( 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) | |||||||
Opening Balance | $Nil | ( a ) | |||||
PLUS: New indebtedness incurred this month | |||||||
MINUS: Amount paid on post petition | |||||||
Accounts payable this month | $ - | ||||||
PLUS/MINUS: adjustments | $ - | * | |||||
End of month balance | $Nil | ( 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 | |||||
None | $ - | ||||||
TOTAL | $Nil | (d) | |||||
(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, 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 EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
INVENTORY REPORT | |||||||
INVENTORY BALANCE AT PETITION DATE: | $Nil | ||||||
INVENTORY RECONCILIATION: | |||||||
Inventory Balance at Beginning of Month | $Nil | (a) | |||||
PLUS: Inventory Purchased During Month | |||||||
MINUS: Inventory Used or Sold | |||||||
PLUS/MINUS: Adjustments or Write-downs | * | ||||||
Inventory on Hand at End of Month | $Nil | ||||||
METHOD OF COSTING INVENTORY: | No inventory | ||||||
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. | |||||||
INVENTORY AGING | |||||||
Less than 6 | 6 months to | Greater than | Considered | Total Inventory | |||
months old | 2 years old | 2 years old | Obsolete | ||||
= 100% | |||||||
* Aging Percentages must equal 100%. | |||||||
☐ Check here if inventory contains perishable items. | |||||||
Description of Obsolete Inventory: | |||||||
None | |||||||
FIXED ASSET REPORT | |||||||
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE: | $Nil | (b) | |||||
(Includes Property, Plant and Equipment) | |||||||
BRIEF DESCRIPTION (First Report Only): | |||||||
No fixed assets | |||||||
FIXED ASSETS RECONCILIATION: | |||||||
Fixed Asset Book Value at Beginning of Month | $Nil | (a)(b) | |||||
MINUS: Depreciation Expense | |||||||
PLUS: New Purchases | |||||||
PLUS/MINUS: Adjustments or Write-downs | * | ||||||
Ending Monthly Balance | $Nil | ||||||
*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 EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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: | None | ||||
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: | |||||
None | Transferred to Payroll Account | ||||
None | 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 EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | OPERATING | ||||
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 |
Attachment 4B | ||||||
Monthly summary of bank activity - payroll account | ||||||
Name of Debtor: | PREMIER EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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: | 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 | None | |||||
** If Closing Balance is negative, provide explanation: | None | |||||
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 5B | |||||
Check register - payroll account | |||||
Name of Debtor: | PREMIER EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | None | Branch | None | ||
Account name | None | Account number | None | ||
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 | |
None | $ - | ||||
TOTAL | $Nil |
Attachment 4C | ||||||
Monthly Summary of Bank Activity - Tax Account | ||||||
Name of Debtor: | PREMIER EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | |||||
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: | None | |||||
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 5B | ||||||
Check register - tax account | ||||||
Name of Debtor: | PREMIER EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||
Name of bank | None | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
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 | ||
The sales tax for Atlanta is filed through this entity but we have included all sales tax filings under | ||||||
Premier Exhibitions Management as that is where they are paid. | ||||||
TOTAL | $Nil | (d) | ||||
SUMMARY OF TAXES PAID | ||||||
Payroll Taxes Paid | $Nil | (a) | ||||
Sales & Use Taxes Paid | $Nil | (b) | ||||
Other Taxes Paid | $Nil | (c) | ||||
TOTAL | $Nil | (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 | |||||
Instrument | Face Value | Purchase Price | Date of Purchase | Current Market Value | |
None | |||||
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) | ||
None | |||||
Total | $Nil | ( b ) | |||
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If | |||||
there are no receipts, provide an explanation. | |||||
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b) | $Nil | (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 EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 |
None | |||||
Total | $Nil |
Attachment 7 | |||||
Summary of Officer or Owner Compensation | |||||
Summary of personnel and insurance coverages | |||||
Name of Debtor: | PREMIER EXHIBITIONS NYC, LLC | Case Number: | 3:16-bk-02235-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | ||
None | |||||
Total | $Nil | ||||
PERSONNEL REPORT | |||||
Full time | Part time | ||||
Number of employees at beginning of period | None | ||||
Number hired during the period | None | ||||
Number terminated or resigned during period | None | ||||
Number of employees on payroll at end of period | None | ||||
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.). | |||||
No changes | |||||
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. | |||||||
None | |||||||
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before | To be determined |
APPENDIX | ||
Premier Exhibitions NYC, LLC | ||
Per MOR-3 | ||
(Unaudited) Balance Sheet | ||
(Unaudited) Profit and Loss Statement |
PREMIER EXHIBITIONS NYC, LLC | ||||||
BALANCE SHEET | ||||||
ASSETS | 31-Aug-18 | |||||
Due from Premier Exhibitions Management LLC | $ 1 | |||||
CAPITAL STOCK | ||||||
Common stock | $ 1 | |||||
STATEMENT OF INCOME | ||||||
Revenue | $Nil | |||||
Expenses | $Nil | |||||
Net Earnings | $Nil | |||||
Notice to Reader: | ||||||
These financial statements have been compiled for internal use only. | ||||||
These financial statements have not been reviewed or audited by external accountants or | ||||||
auditors. Readers are cautioned that these financial statements may not be appropriate for | ||||||
their purposes. |
Exhibit 99.8
UNITED STATES BANKRUPTCY COURT | |||||||
MIDDLE DISTRICT OF FLORIDA | |||||||
JACKSONVILLE DIVISION | |||||||
IN RE: | } | CASE NUMBER | |||||
} | 3:16-bk-02237-PMG | ||||||
DINOSAURS UNEARTHED CORP. | } | ||||||
} | JUDGE | PAUL M. GLENN | |||||
} | |||||||
DEBTOR. | } | CHAPTER 11 | |||||
DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS) | |||||||
FOR THE PERIOD | |||||||
FROM | August 1, 2018 | TO | August 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: | ||||||
DINOSAURS UNEARTHED CORP. | NELSON MULLINS (Attn: Daniel Blanks) | ||||||
#110 - 11188 Featherstone Way | 50 N. Laura Street, 41st Floor | ||||||
Richmond, BC V6W 1K9 | Jacksonville, FL 32202 | ||||||
+1 (604) 277-0707 | +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/ |
SCHEDULE OF RECEIPTS AND DISBURSEMENTS | |||||
FOR THE PERIOD BEGINNING | 1-Aug-18 | AND ENDING | 31-Aug-18 | ||
Name of Debtor: | DINOSAURS UNEARTHED CORP. | Case Number | 3:16-bk-02237-PMG | ||
Date of Petition: | 14-Jun-16 | ||||
Current month | Cumulative | ||||
Petition to date | |||||
1. Funds at beginning of period per bank | $ 236,246.45 | ( a ) | $ 38,233.47 | ( b ) | |
2. Receipts: | |||||
A. Cash sales | |||||
Minus: Cash refunds | |||||
Net cash sales | |||||
B. Accounts receivable | 303,999.66 | 4,883,694.06 | |||
C. Other receipts (see MOR-2) | 4,311.25 | 787,244.09 | |||
Note: invoice & receipts at the same time | |||||
& fund transfer between bank accounts | |||||
3. Total receipts (lines 2A+2B+2C) | 308,310.91 | 5,670,938.15 | |||
4. Total funds available for operations (line 1+line 3) | 544,557.36 | 5,709,171.62 | |||
5. Disbursements | |||||
A. Advertising | - | ||||
B. Bank charges | (130.66) | (1,990.23) | |||
C. Contract labour | - | ||||
D. Fixed asset payments (not incl in "N") | - | ||||
E. Insurance | - | ||||
F. Inventory payments | - | ||||
G. Leases | - | ||||
H. Manufacturing supplies | - | ||||
I. Office supplies | - | ||||
J. Payroll - net (see attachment 4B) | - | ||||
K. Professional fees (Accounting & legal) | - | ||||
L. Rent | - | ||||
M. Repairs & maintenance | - | ||||
N. Secured creditor payments (see attach 2) | - | ||||
O. Taxes paid - payroll (see attachment 4C) | - | ||||
P. Taxes paid - sales & use (see attach 4C) | - | ||||
Q. Taxes paid - Other (see attachment 4C) | - | ||||
R. Telephone | - | ||||
S. Travel & entertainment | - | ||||
T. U.S. Trustee Quarterly Fees | - | ||||
U. Utilities | - | ||||
V. Vehicle expenses (car rental) | - | ||||
W. Other operating expenses | (111,515.54) | (5,274,270.23) | |||
6. Total Disbursements (sum of 5A thru W) | (111,646.20) | (5,276,260.46) | |||
7. Ending balance (line 4 minus line 6) per G/L | $ 432,911.16 | ( c ) | $ 432,911.16 | ( 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 21st day of September 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. | |||||
Note: Change from cash basis at Jun 30, 2017 to accrual basis at Jul 31, 2017 with outstanding items included |
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 | |||||
Description | Current Month | Petition to Date | |||
Dinosaurs Unearthed Corp. | Fund transfer from TD bank to TD USBBS | $ - | $ 10,000.00 | ||
Texas Comptroller of Public Accounts | Refund of 2016 franchise tax | 1,963.51 | |||
Virginia Department of Taxation | Virginia Department of Taxation | 1,509.00 | |||
North Carolina Department of Revenue | 2016 corporate income tax refund | 25.00 | |||
Dinoking Tech Inc. | Inter-company loan repayment | 50,000.00 | |||
Premier Exhibition Management LLC | Intercompany loan repayment | 548,911.75 | |||
Ming Shiu | Temporary loan on behalf of Hangu Wuhan | 150,000.00 | |||
Discovery Science Center of Los Angeles | Overpayment of account (refund on May 2) | 20,461.25 | |||
Franchise Tax Board | Refund of tax credit | 24.25 | 24.25 | ||
PA Department of Revenue | Refund of tax credit | 4,287.00 | 4,287.00 | ||
TD Bank | Interest on term deposit | 41.78 | |||
TOTAL OTHER RECEIPTS | $ 4,311.25 | $ 787,223.54 | |||
“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below: | |||||
Loan amount | Source of funds | Purpose | Repayment schedule | ||
None | |||||
OTHER DISBURSEMENTS: | |||||
Describe Each Item of Other Disbursement and List Amount of Disbursement. Write totals on Page MOR-2, Line 5W. | |||||
Cumulative | |||||
Description | Current Month | Petition to Date | |||
Dinoking Tech Inc | Administration, Management, Royalty and Rental of animatronics | $ 50,000.00 | $ 2,813,540.90 | ||
Dinoking Tech Inc | Expense reimbursement | 56,263.38 | 467,447.69 | ||
Dinoking Tech Inc | Inter-company loan advance | 50,000.00 | |||
Dinoking Tech Inc | Transfer of deposit received from customer on behalf of Dinoking Tech Inc. | 25,000.00 | |||
Premier Exhibition Management LLC | Expense reimbursement | 149,829.72 | |||
Premier Exhibition Management LLC | Inter-company loan repayment | 165,000.00 | |||
Premier Exhibition Management LLC | Inter-company loan advance | 700,000.00 | |||
Dinoking Tech Inc | Expense reimbursement received on behalf of Dinoking Tech Inc. | 198,911.75 | |||
CT Corporation | Legal fee - register agent for DU | 1,462.00 | |||
A-1 Storage and Crane Service | Empty container storage | 1,852.50 | |||
Comptroller of Public Accounts | State of Texas - Franchise tax 2016 | 2,013.51 | |||
FedEx Freight | Shipping fees | 892.15 | |||
Sweetwater Sound Inc. | Speakers for CWS service | 1,505.00 | |||
A. N. Deringer, Inc. | Shipping and cargo security fees and entry fee | 10,263.36 | |||
ATS Inc. | Lift charge & container dragage | 30,980.50 | |||
Oscar Martinez | Contract labour and expenses claim | 10,014.25 | |||
Isabel Gallardo | Contract labour | 500.00 | |||
Enterprise Rent A Car | Car rental | 24,962.42 | |||
George Young Mammoet | Trucking, warehouse and labour | 109,836.72 | |||
TSL Terminals | Storage | 1,551.00 | |||
Law Office of Terry T. Preshaw, PS | Legal fee | 3,697.50 | |||
Adcom Worldwide -YYZ | Trucking expenses | 62,676.25 | |||
Antonio Abrantes da Silva | Expense claim for DC set up | 43.69 | |||
Kelly Yu | Expense claim for KI winterization | 371.22 | |||
Guizhi Wang (Lisa) | Gengu crew meals, accomodation & transportation, and supplies | 2,558.29 | |||
Internal Revenue Service | Withholding taxes on rent and royalties payment | 3,373.85 | 127,900.46 | ||
Treasurer, State of Iowa | Corporate tax extension for FY2016 | 2,200.00 | |||
Virginia Department of Taxation | Corporate tax extension for FY2016 | 600.00 | |||
Treasurer, State of Maine | Corporate tax extension for FY2016 | 500.00 | |||
Ohio Department of Taxation | Commercial activity tax - delinquent tax for Q1-2016 | 825.82 | |||
McAllen Foreign Trade Zone | Crane rental | 1,469.00 | |||
Davis Wright Tremaine LLP | Legal fee | 63.00 | 243.00 | ||
Eimskip Logistics | Local drayage | 1,695.00 | |||
Bollore Logistics Canada Inc. | Trucking | 15,948.75 | |||
Lida Xing | Yutyrannus illustration for Orlando (Dinosaurs) | 50.00 | |||
Carr Riggs & Ingram LLC | Tax related services | 700.27 | 15,616.82 | ||
Joyce Steel Erection, Ltd. | Equipment rental | 681.60 | |||
Environmental Management Specialists, Inc. | Animatronic equipment disposal | 74,382.98 | |||
State of North Carolina Department of the Secretary of State | Form B-09 filing fee | 275.00 | |||
Waste Management Inc. of Florida | Admin charge for disposal bin rental | 17.13 | |||
Gulf Intermodal Services LLC | Containers drayage charges | 1,115.04 | 1,978.32 | ||
Interdom LLC | Shipping and Storage | 13,383.60 | |||
Discovery Science Center of Los Angeles | refund for overpayment of account in April | 20,461.25 | |||
Ming Shiu | Refund for temporary loan on behalf of Hangu Wuhan | 150,000.00 | |||
Uline | Casters | 411.08 | |||
Florida Container Depot | Orlando storage Feb -Jul | 720.00 | |||
Dinosaurs Unearthed Corp. | Fund transfer from TD bank to TD USBBS | 10,000.00 | |||
TOTAL OTHER DISBURSEMENTS | $ 111,515.54 | $ 5,274,270.23 | |||
“Other Disbursements” includes Loans to Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below: | |||||
Loan amount | Source of funds | Purpose | Repayment schedule | ||
NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement. | |||||
Please refer to Appendix |
Monthly Accounts Receviable Reconciliation and Aging | |||||||
Name of Debtor: | DINOSAURS UNEARTHED CORP. | Case Number | 3:16-bk-02237-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
ACCOUNTS RECEIVABLE AT PETITION DATE: | $ 209,318.98 | ||||||
Accounts receivable reconciliation | |||||||
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received): | |||||||
Beginning of Month Balance | $ 308,331.39 | ( a ) | |||||
Plus: current month new billings | 122,488.01 | ||||||
Minus: collection during the month | (303,999.66) | ( b ) | |||||
Plus/ minus: adjustments or writeoffs | (1,500.00) | * | |||||
End of month balance | $ 125,319.74 | ( c ) | |||||
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable: | |||||||
No payment has been received. On August 16, customer offered to settle for $2,500 pending final approval | |||||||
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 | |||
$ 122,819.74 | $ - | $ - | $ 2,500.00 | $ 125,319.74 | ( c ) | ||
For any receivables in the “Over 90 Days” category, please provide the following: | |||||||
Customer | Receivable Date | Status (Collection efforts taken, estimate of collectibility | |||||
write-off, disputed account, etc.) | |||||||
Portland Exhibits LLC | May 15, 2017 | On June 2, DU accepted customer's offer to settle for $4,000 at $1,000/ month for the next four months. No payment has been received. On August 16, customer offered to settle for $2,500 pending final approval | |||||
(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: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
In the space below list all invoices or bills incurred and not paid since 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 | Days | ||||
incurred | outstanding | Vendor | Description | Amount | |
30/Apr/18 | 124 | Dinoking Tech Inc. | DU admin, management, royalty and rental fees | 47,302.78 | |
31/May/18 | 93 | Dinoking Tech Inc. | DU admin, management, royalty and rental fees | 118,234.21 | |
30/Jun/18 | 63 | Dinoking Tech Inc. | DU admin, management, royalty and rental fees | 136,932.13 | |
31/Jul/18 | 32 | Dinoking Tech Inc. | DU admin, management, royalty and rental fees | 84,699.33 | |
31/Aug/18 | 1 | Dinoking Tech Inc. | Expenses reimburement | 4,932.03 | |
31/Aug/18 | 1 | Dinoking Tech Inc. | DU admin, management, royalty and rental fees | 110,378.28 | |
31/May/18 | 93 | Premier Exhibition Management LLC | Expenses reimburement | 1,670.00 | |
30/Jun/18 | 63 | Premier Exhibition Management LLC | Expenses reimburement | 5,075.00 | |
31/Aug/18 | 1 | Premier Exhibition Management LLC | Expenses reimburement | 2,705.00 | |
Total amount | $ 511,928.76 | ||||
☐ 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) |
( b ) | |||||
Opening Balance | $ 500,940.10 | ( a ) | |||
PLUS: New indebtedness incurred this month | 122,504.20 | ||||
MINUS: Amount paid on post petition | (111,515.54) | ||||
Accounts payable this month | 511,928.76 | ||||
PLUS/MINUS: adjustments | - | * | |||
End of month balance | $ 511,928.76 | ( 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 Petitition | Total Amount of Post Petitiion | |
Lessor | Payments Delinquent | Payments Delinquent | |||
None | $ - | ||||
TOTAL | $ - | (d) | |||
(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, 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: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | ||||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||||
INVENTORY REPORT | |||||||
INVENTORY BALANCE AT PETITION DATE: | $ - | ||||||
INVENTORY RECONCILIATION: | |||||||
Inventory Balance at Beginning of Month | - | (a) | |||||
PLUS: Inventory Purchased During Month | - | ||||||
MINUS: Inventory Used or Sold | - | ||||||
PLUS/MINUS: Adjustments or Write-downs | - | * | |||||
Inventory on Hand at End of Month | $ - | ||||||
METHOD OF COSTING INVENTORY: | Average cost method | ||||||
*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. | |||||||
INVENTORY AGING | |||||||
Less than 6 | 6 months to | Greater than | Considered | Total Inventory | |||
months old | 2 years old | 2 years old | Obsolete | ||||
= 100% | |||||||
* Aging Percentages must equal 100%. | |||||||
☐ Check here if inventory contains perishable items. | |||||||
Description of Obsolete Inventory: | |||||||
None | |||||||
FIXED ASSET REPORT | |||||||
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE: | $ - | (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: | |||||||
No fixed assets purchased or disposed. | |||||||
(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: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | Toronto-Dominion Bank | Branch | Richmond Centre Branch 9720 | ||
Account name | U.S. Current | Account number | 0990-7315739 | A/C closed in Feb 2018 | |
Replaced by new a/c 7318908 | |||||
Purpose of account: | OPERATING | ||||
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 ) | |||
Name of bank | Toronto-Dominion Bank (USBBS) | Branch | New York Branch | ||
Account name | U.S. dollar business checking | Account number | 3248257686 | ||
Purpose of account: | OPERATING | ||||
Ending balance per bank statement | $ 131,154.23 | ||||
Plus total amount of outstanding deposits | - | ||||
Minus: total amount of outstanding checks and other debits | - | * | |||
Minus: service charges | - | ||||
End of month balance | $ 131,154.23 | ** ( a ) | |||
Name of bank | Toronto-Dominion Bank | Branch | Richmond Centre Branch 9720 | ||
Account name | U.S. Current | Account number | 0990-73158908 | A/C opened in Feb 2018 | |
To replace old a/c 7315739 | |||||
Purpose of account: | OPERATING | ||||
Ending balance per bank statement | $ 251,746.89 | ||||
Plus total amount of outstanding deposits | - | ||||
Minus: total amount of outstanding checks and other debits | - | * | |||
Minus: service charges | - | ||||
End of month balance | $ 251,746.89 | ** ( a ) | |||
* Debit cards are used by | No debit cards | ||||
** 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: | |||||
- | Transferred to Payroll Account | ||||
- | 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: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | Toronto-Dominion Bank | Branch | Richmond Centre Branch 9720 | ||
Account name | U.S. Current | Account number | 0990-7315739 | ||
A/C closed in Feb 2018 | |||||
Purpose of account: | OPERATING | Replaced by new a/c 7318908 | |||
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 | $ - | ||||
Name of bank | Toronto-Dominion Bank (USBBS) | Branch | New York Branch | ||
Account name | U.S. dollar business checking | Account number | 3248257686 | ||
Purpose of account: | Operating | ||||
Date | Check number | Payee | Purpose | Amount | |
27/Aug/18 | Debit | Carr, Riggs & Ingram LLC | Tax related services | $ (700.27) | |
20/Aug/18 | Gulf Intermodal Services LLC | Containers drayage charges | $ (1,115.04) | ||
20/Aug/18 | Davis Wright Tremaine LLP | Legal fee | $ (63.00) |
Attachment 4B | ||||||
Monthly summary of bank activity - payroll account | ||||||
Name of Debtor: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | No payroll bank account | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | PAYROLL | |||||
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 ) | ||||
* 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 | ||
The following non-payroll disbursements were made from this account: | ||||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | ||
(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: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
Name of bank | No payroll bank account | Branch | None | ||
Account name | None | Account number | None | ||
Purpose of account: | PAYROLL | ||||
Account for all disbursements, including voids, lost checks, stop payments, etc. In the | |||||
alternative, a computer generated check register can beattached to this report, provided all the | |||||
information requested below is included. | |||||
Date | Check Number | Payee | Purpose | Amount | |
TOTAL | - |
Attachment 4C | ||||||
Monthly Summary of Bank Activity - Tax Account | ||||||
Name of Debtor: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 | No tax bank account | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
Ending balance per bank statement | - | |||||
Plus total amount of outstanding deposits | - | |||||
Minus: total amount of outstanding checks and other debits | - | * | ||||
Minus: service charges | - | |||||
Ending balance per Check Register | - | ** ( 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 | ||
The following non-tax disbursements were made from this account: | ||||||
Date | Amount | Payee | Purpose | Reason for Cash Disbursement | ||
(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 - tax account | ||||||
Name of Debtor: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | |||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | |||
Name of bank | No tax bank account | Branch | None | |||
Account name | None | Account number | None | |||
Purpose of account: | TAX | |||||
Account for all disbursements, including voids, lost checks, stop payments, etc. In the | ||||||
alternative, a computer generated check register can beattached to this report, provided all the | ||||||
information requested below is included. | ||||||
Date | Check Number | Payee | Purpose | Amount | ||
TOTAL | - | (d) | ||||
SUMMARY OF TAXES PAID | ||||||
Payroll Taxes Paid | - | (a) | ||||
Sales & Use Taxes Paid | - | (b) | ||||
Other Taxes Paid | - | (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 | Term deposit (as security for ACH payments) | ||||
Instrument | Face Value | Purchase Price | Date of Purchase | Current Market Value | |
Term deposit | 50,028.77 | 50,000.00 | 31/Aug/18 | $ 50,000.00 | |
TOTAL | $ 50,000.00 | (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) | ||
Richmond office | $ 10.04 | $ 10.04 | $ - | ||
Total | $ 10.04 | ( b ) | |||
For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If | |||||
there are no receipts, provide an explanation. | |||||
No petty cash transactions during the month | |||||
TOTAL INVESTMENT ACCOUNTS AND PETTY CASH (a + b) | $ 50,010.04 | (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: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-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 |
The company does not have any employees so it doesn't have any type of withholding or payroll taxes. | |||||
No sales tax | |||||
There are no unpaid post-petition Federal or State income taxes. | |||||
Total | - |
Attachment 7 | |||||
Summary of Officer or Owner Compensation | |||||
Summary of personnel and insurance coverages | |||||
Name of Debtor: | DINOSAURS UNEARTHED CORP. | Case Number: | 3:16-bk-02237-PMG | ||
Reporting period beginning | 1-Aug-18 | Period ending | 31-Aug-18 | ||
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 | ||
The company does not have any officers. Management services are provided through other | |||||
entities in the group. | |||||
Total | - | ||||
PERSONNEL REPORT | |||||
Full time | Part time | ||||
Number of employees at beginning of period | - | - | |||
Number hired during the period | - | - | |||
Number terminated or resigned during period | - | - | |||
Number of employees on payroll at end of period | - | - | |||
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.). | |||||
Effective May 2017, the company's insurance coverage is under the corporate umbrella policy of Premier Exhibitions, Inc. | |||||
The following lapse in insurance coverage occurred this month: | |||||
Policy Type | Date Lapsed | Date Reinstated | Reason for Lapse | ||
None | |||||
¨ 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. | |||||||
No significant developments | |||||||
We anticipate filing a Plan of Reorganization and Disclosure Statement on or before | To be determined |
APPENDIX | ||||||
Dinosaurs Unearthed Corp. | ||||||
Per MOR-3 | ||||||
(Unaudited) Balance Sheet | ||||||
(Unaudited) Profit and Loss Statement | ||||||
Per MOR-7 | ||||||
Bank reconciliation form – TD Bank *7686 | ||||||
Bank reconciliation form – TD Bank *8908 (This bank account was opened in Feb 2018) |