EX-99.1 2 dex991.htm MONTHLY OPERATING REPORTS FILED WITH THE BANKRUPTCY COURT ON NOVEMBER 24, 2009 Monthly Operating Reports filed with the Bankruptcy Court on November 24, 2009

Exhibit 99.1

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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: EBHI Holdings, Inc. Debtor

Case No.: 09-12099

Reporting Period: Oct 4—Oct 31, 2009

MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit/ Supplement Attached

Schedule of Cash Receipts and Disbursements MOR-1 No Note 1

Bank Reconciliation MOR-la Yes

Schedule of Professional Fees Paid MOR-lb No Note 2

Copies of bank statements No Note 2

Cash disbursements journals No Note 2

Statement of Operations MOR-2 Yes

Balance Sheet MOR-3 Yes

Status of Post-Petition Taxes MOR-4 No Note 2

Copies of IRS Form 6123 or payment receipt No Note 2

Copies of tax returns filed during reporting period No Note 2

Summary of Unpaid Post-Petition Debts MOR-4 No Note 2

Listing of aged accounts payable MOR-4 No Note 2

Accounts Receivable Reconciliation and Aging MOR-5 No Note 2

Debtor Questionnaire MOR-5 Yes

Notes;

(1) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Amargosa, Inc. Monthly Operating Report.

(2)

 

Requested information is not applicable to reporting entity.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Authorized Individual*

11/18/09 Date

Brent I. Kugman

Printed Name of Authorized Individual

Chief Restructuring Officer

Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.


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In re: EBHI Holdings, Inc. Case No.: 09-12099

Debtor Reporting Period: Oct 4—Oct 31, 2009

FOOTNOTES

The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).

The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.

Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet.

Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post-petition amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.

Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.

The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.

Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.


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In re: EBHI Holdings, Inc. Debtor

Case No.: 09-12099

Reporting Period: Oct 4—Oct 31, 2009

MOR-1A: BANK RECONCILIATIONS

BANK NAME Account Description Account Number Balance

LaSalle Global Trust Services (1) Segregated Deposit Account Escrow XX3248 $654,000

LaSalle Global Trust Services (1) Resolved Cure Escrow XX3273 1,200,017

LaSalle Global T rust Services (1) Unresolved Cure Escrow XX3275 764,771

LaSalle Global Trust Services (1) Partially Paid Cure Escrow XX3274 146,456

LaSalle Global Trust Services (1) Lease Cure Escrow XX3272 2,685,022

LaSalle Global Trust Services (1) Working Capital Escrow XX3276 10,010,500

LaSalle Global Trust Services (1) Carve Out Escrow XX3277 7,412,733

(1)

 

Amount is included in Prepaid Expenses on MOR -3: Balance Sheet.

I attest that each of the Debtors’ corporate bank accounts is reconciled to monthly bank statements. The Company’s standard practice is to ensure that each corporate bank account is reconciled to monthly bank statements for each calendar month within 30 days after month end. See attached listing of each of the Debtors’ bank accounts and the book balance of the account as of the end of the fiscal month covered by this report

Brent I. Kugman

Authorized Representative

Printed Name of Authorized Representative


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In re: EBHI Holdings, Inc. Debtor

Case No.: 09-12099

Reporting Period: Oct 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

REVENUES Current Month Cumulative Filing to Date

Net Revenue $— $-

OPERATING EXPENSES

Cost of Goods Sold, Including Buying and Occupancy — -

Selling, General and Administrative Expenses — -

Operating Income — -

OTHER INCOME AND EXPENSES .

Interest Expense — (321,190)

Other Income (Expense), Net — -

Net Profit (Loss) Before Reorganization Items — 321,190

REORGANIZATION ITEMS

Professional Fees — -

U. S. Trustee Quarterly Fees — -

Estimated Claims Adjustments — 52,575,585

Interest Earned on Accumulated Cash from Chapter 11 — -

Loss / (Gain) from Sale of Equipment — (3,070,611)

Other Reorganization Expenses — -

Total Reorganization Expenses — 49,504,974

Income Taxes — -

Net Profit (Loss) $- $(49,183,784)


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In re: EBHI Holdings, Inc. Debtor

Case No.: 09-12099

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITON DATE

CURRENT ASSETS

Unrestricted Cash and Equivalents $- $-

Accounts Receivable (Net) — -

Inventories — -

Prepaid Expenses 22,873,499 -

Professional Retainers — -

TOTAL CURRENT ASSETS 22,873,499 -

PROPERTY AND EQUIPMENT — 1,459,000

Property and Equipment

OTHER ASSETS

Other Assets (see attached schedule) 197,625,465 215,160,000

TOTAL OTHER ASSETS 197,625,465 215,160,000

TOTAL ASSETS $ 220,498,964 $ 216,619,000

LIABILITIES AND OWNER EQUITY

LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition) BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOKVALUE ON PETITION DATE

Accounts Payable $- $-

Taxes Payable — -

Wages Payable — -

Rent / Leases—Building/Equipment — -

Professional Fees — -

Secured Debt / Adequate Protection Payments — -

Other Post-Petition Liabilities -

TOTAL POST-PETITION LIABILITIES — -

LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)

Secured Debt / Adequate Protection Payments — -

Priority Debt 75,000,000 22,424,000

Unsecured Debt 1,260,778 451,000

TOTAL PRE-PETITION LIABILITIES 76,260,778 22,875,000

TOTAL LIABILITIES 76,260,778 22,875,000

OWNER EQUITY

Capital Stock 308,522 309,000

Additional Paid-in Capital 632,393,873 632,394,000

Retained Earnings—Pre-Petition (438,959,235) (438,959,000)

Retained Earnings—Post-Petition (49,504,974) -

NET OWNER EQUITY 144,238,186 193,744,000

TOTAL LIABILITIES AND OWNERS’ EQUITY $ 220,498,964 $ 216,619,000


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In re: EBHI Holdings, Inc. Debtor

Case No.: 09-12099

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

(Continuation Sheet)

ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITON DATE

OTHER CURRENT ASSETS

OTHER ASSETS

Intercompany receivables from affiliates $197,025,465 $214,560,000

Investment in subsidiaries 600,000 600,000

197,625,465 215,160,000

LIABILITIES AND OWNER EQUITY BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITON DATE

OTHER POST-PETITION LIABILITIES


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In re: EBHI Holdings, Inc. Debtor

Case No.: 09-12099

Reporting Period: Oct 4—Oct 31, 2009

MOR-5: DEBTOR QUESTIONNAIRE

Yes No

1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. X

2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. X

3. Have all post-petition tax returns been timely filed? If no, provide an explanation below. X

4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. X


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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: Amargosa, Inc. Debtor

Case No.: 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MONTHLY OPERATING REPORT

Form No. Document Attached Explanation Attached Affidavit/ Supplement Attached

REQUIRED DOCUMENTS

Schedule of Cash Receipts and Disbursements MOR-1 Yes

Bank Reconciliation MOR-la Yes

Schedule of Professional Fees Paid MOR-1 b No Note 1

Copies of bank statements No Note 2

Cash disbursements journals No Note 2

Statement of Operations MOR-2 Yes

Balance Sheet MOR-3 Yes

Status of Post-Petition Taxes MOR-4 Yes MOR-4a & 4b

Copies of IRS Form 6123 or payment receipt No Note 2

Copies of tax returns filed during reporting period No Note 2

Summary of Unpaid Post-Petition Debts MOR-4 Yes

Listing of aged accounts payable MOR-4 No Note 2

Accounts Receivable Reconciliation and Aging MOR-5 No Note]

Debtor Questionnaire MOR-5 Yes

Notes:

(1)

 

Requested information is not applicable to reporting entity.

(2) Due to system constraints and/or the volume of records, UST has agreed to waive requirement to provide requested information.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Authorized Individual* 11/18/09 Date

Brent I. Kugman

Printed Name of Authorized Individual

Chief Restructuring Officer

Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.


LOGO

 

In re: Amargosa, Inc. Case No.: 09-12100

Debtor Reporting Period: Oct 4—Oct 31, 2009

FOOTNOTES

The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).

The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.

Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet.

Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post-petition amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.

Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.

The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123 (R), Share-Based Payment.

Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.


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In re: Amargosa, Inc. Debtor

Case No.: 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR-1: CONSOLIDATED SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

CURRENT MONTH CUMULATIVE FILING TO DATE

ACTUAL PROJECTED(2) ACTUAL PROJECTED (2)

BEGINNING CASH $32,030,719 $- $3,677,900 $-

RECEIPTS

CASH SALES —— 107,137,714 -

LOANS AND ADVANCES (1) —— (5,337,303) -

CLOSING DAY FUNDS —— 39,664,379 -

LCs RELEASED 19,761 — 1,056,367 -

CLOSING DAY ESCROWS 4,116,835 — 8,761,806 -

TAX REFUNDS 262,157 — 268,542 -

PREPAID INSURANCE—UNEARNED PREMIUMS 2,205 2,205

OTHER MISC 1 — 16,229 -

TOTAL RECEIPTS 4,400,958 — 151,569,940 -

DISBURSEMENTS

PAYROLL & BENEFITS —— 33,252,996 -

MERCHANDISE PAYMENTS —— 25,674,185 -

RENT & OCCUPANCY —— 16,026,836 -

OTHER OPERATING —— 20,860,757 -

CAPITAL EXPENDITURES —— 1,256,383 -

TAXES 49,299 — 2,221,354 -

CASH SWEEP FROM ASSET SALE —— 720,063 -

PROFESSIONAL FEES 24,599 — 4,602,449 -

FINANCING COSTS —— 2,961,830 -

UTILITY DEPOSITS —— 724,098 -

BANK FEES —— 5,341

CONTRIBUTION TO CLOSING DAY ESCROWS 600,000 — 4,613,180

OTHER NON-ORDINARY COURSE 114,074 — 8,531,613 -

WORKERS COMP & BENEFIT WIND-DOWN EXPENSE 27,769 27,769

TERM LENDER DISTRIBUTION 19,103,077 — 19,103,077

RESOLVED CURE ESCROW 24,178 — 1,361,821 -

UNRESOLVED CURE ESCROW 1,136,727 — 1,199,093 -

PARTIALLY PAID CURE ESCROW 46,313 — 587,793 -

LEASE CURE ESCROW 933 — 6,433 -

WORKING CAPITAL ESCROW —— 5,500 -

CARVE-OUT ESCROW 2,891,420 — 5,582,917 -

CHANGE IN FLOAT (297,433) — (6,788,368) -

TOTAL DISBURSEMENTS 23,720,956 — 412,537,119 -

NET CASH FLOW (19,319,998) — 9,032,821 -

ENDING CASH (3) $ 12,710,721 $- $12,710,721 $-

Notes:

(1)

 

Loans and Advances are net of any revolver pay downs.

(2) Previously provided projections are no longer relevant for comparison purposes given the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings, LLC.

(3)

 

Cash balances exclude amounts related to VEBA Trust and any amounts held in escrow.

(1)

 


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In re: Amargosa, Inc. Debtor

Case No.: 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR-1A: BANK RECONCILIATIONS

BANK NAME Account Description Account Number Balance

Bank of America ex-Photo Shoot (Check Disbursements) XXXXXX0685 $ 3,508

Bank of America APA Account (Wire/Check Disbursements) XXXXXX6550 585,045

Bank of America Estate Funds Account XXXXXX7561 6,293,603

Bank of America Segregated Deposit Account XXXXXX3642 5,828,565

Bank of America Estate Settlement Account XXXXXX5378 -

Citibank (1) CIGNA VEBA Imprest XXXX8273 439,922

JP Morgan Chase Bank (1) UHG Benefits Disbursement (VEBA) XXXXX1970 76,000

LaSalle Global Trust Services (2) Expeditors Escrow Account XX0679 985,569

(1)

 

VEBA related imprest cash accounts excluded from balance sheet.

(2)

 

Amount is included in Prepaid Expenses on MOR—3: Balance Sheet.

I attest that each o f the Debtors’ corporate bank accounts is reconciled to monthly bank statements. The Company’s standard practice is to ensure that each corporate bank account is reconciled to monthly bank statements for each calendar month within 30 days after month end. See attached listing of each of the Debtors’ bank accounts and the book balance of the account as of the end of the fiscal month covered by this report

Brent I. Kugman

Authorized Representative

Printed Name of Authorized Representative


LOGO

 

In re: Amargosa, Inc. Debtor

Case No.: 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

REVENUES Current Month Cumulative Filing to Date

Net Revenue $— $ 88,019,452

OPERATING EXPENSES

Cost of Goods Sold, Including Buying and Occupancy 60,701,573

Selling, General and Administrative Expenses 376,358 30,186,391

Operating Income (376,358) (2,868,512)

OTHER INCOME AND EXPENSES

Interest Expense 231,564 7,161,573

Other Income (Expense), Net (see attached schedule) (1) 208,372

Net Profit (Loss) Before Reorganization Items (607,921) (9,821,712)

REORGANIZATION ITEMS

Professional Fees 1,487,075 11,806,013

U.S. Trustee Quarterly Fees 12,925 75,925

Estimated Claims Adjustments (127,818) 18,891,911

Interest Earned on Accumulated Cash from Chapter 11 — -

Loss / (Gain) from Sale of Equipment 1,223,732 52,068,427

Other Reorganization Expenses — 4,695,817

Total Reorganization Expenses 2,595,914 87,538,092

Income Taxes 792,903 1,643,492

Net Profit (Loss) $ (3,996,738) $ (99,003,296)


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In re: Amargosa, Inc. Debtor

Case No.: 09-12100

Reporting Period: Oct 4 – Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

(Continuation Sheet)

BREAKDOWN OF “OTHER” CATEGORY Current Month Cumulative filing to Date

Other Income $— $208,264

Equity in (earnings) of foreign joint ventures — 109

Investment income (1) (1)

Bank Fee $ (1) $ 208,372


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In re: Amargosa, Inc. Debtor

Case No. : 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

ASSETS

CURRENT ASSETS

Unrestricted Cash and Equivalents (1) $ 12,127,494 $ 8,720,000

Accounts Receivable (Net) — 18,546,000

Inventories — 108,368,000

Prepaid Expenses 14,549,144 14,676,000

Professional Retainers 209,476 1,641,000

TOTAL CURRENT ASSETS 26,886,114 151,951,000

PROPERTY AND EQUIPMENT

Property and Equipment — 93,385,000

OTHER ASSETS

Other Assets (see attached schedule) 20,070,062 195,614,000

TOTAL OTHER ASSETS 20,070,062 195,614,000

TOTAL ASSETS $ 46,956,176 $ 440,950,000

LIABILITIES AND OWNER EQUITY

LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition) BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

Accounts Payable $— $ 1,195,000

Taxes Payable 461,730 4,347,574

Wages Payable 820,231 8,066,000

Rent / Leases—Building/Equipment — 39,058,000

Professional Fees 2,945,613 -

Secured Debt / Adequate Protection Payments — 41,411,000

Other Post-Petition Liabilities (see attached schedule) 517,155,155 572,709,426

TOTAL POST-PETITION LIABILITIES 521,382,729 666,787,000

LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)

Secured Debt / Adequate Protection Payments 43,794,283 177,238,000

Priority Debt — -

Unsecured Debt 37,470,196 53,727,000

TOTAL PRE-PETITION LIABILITIES 81,264,479 230,965,000

TOTAL LIABILITIES 602,647,208 897,752,000

OWNER EQUITY

Capital Stock 500,000 500,000

Retained Earnings—Pre-Petition (448,395,266) (448,396,000)

Retained Earnings—Post-Petition (99,003,294) -

Adjustments to Owner Equity (see attached schedule) (8,792,473) (8,906,000)

NET OWNER EQUITY (555,691,033) (456,802,000)

TOTAL LIABILITIES AND OWNERS’ EQUITY $46,956,176 $ 440,950,000

(1)

 

Cash balances exclude amounts related to VEBA Trust and any amounts held in escrow.


LOGO

 

In re: Amargosa, Inc. Debtor

Case No.: 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

(Continuation Sheet)

ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

OTHER CURRENT ASSETS

OTHER ASSETS

Goodwill $- $43,175,000

Trademarks — 105,110,000

Licensing agreements — 11,667,000

Investment in subsidiaries 20,070,062 20,070,000

Investment in foreign joint venture (EB Japan) — 7,131,000

Deferred financing fees — 2,636,000

Capitalized software — 5,825,000

20,070,062 195,614,000

LIABILITIES AND OWNER EQUITY BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

OTHER POST-PETITION LIABILITIES

Bank overdraft $— $3,252,000

Deferred tax liabilities (current & non-current) — 41,375,000

Intercompany payables to affiliates 512,300,242 508,742,000

Sales, payroll and business taxes — 425,426

Allowance for sales returns — 6,015,000

Gift certificates & deferred revenues — 3,183,000

Other accrued expenses 426,354 6,414,000

Non-current post-retirement liabilities 3,303,075 3,303,000

Purchase Price Adjustment Accrual (1) 1,125,484 -

517,155,155 572,709,426

ADJUSTMENTS TO OWNER EQUITY

OCI—Foreign currency translation adjustments and other post retirement $ (8,792,474) $ (8,906,000)

Notes:

(1) Based on “Notice Pursuant to Section 3.2(b) of Asset Purchase Agreement” sent by Everest Holdings, LLC dated Oct. 12, 2009. Amount subject to further review


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In re: Amargosa, Inc. Debtor

Case No.: 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR-4: STATUS OF POST-PETITION TAXES

Beginning Tax Liability Amount Withheld or Accrued Amount Paid

Date Paid Check or EFT Ending Tax Liability

FEDERAL

Withholding $- $ 3,692 $ (3,692) 10/14/2009 Check $-

FICA-Employee ——— N/A N/A -

FICA-Employer ——— N/A N/A -

Unemployment ——— N/A N/A -

Income tax (1) — (261,356) 261,356 10/13/2009 EFT -

Total Federal Taxes $- $ (257,664) $ 257,664 $-

STATE AND LOCAL

Withholding $- $ 1,904 (1,904) 10/8/2009 EFT -

Sales & Use 378,593 (344,213) (799) 10/29/2009 Check 33,581

Excise 36,480 854 (29,788) Various Various 7,546

Unemployment ——— N/A N/A -

Real Property 46,618 —— N/A N/A 46,618

Personal Property 95,627 183,117 (13,117) Various Various 265,627

Income tax (1) 64,969 43,388 — N/A N/A 108,357

Franchise (2) ——— N/A N/A -

Total State and Local Taxes $ 622,288 $ (114,950) $ 45,608) $ 461,730

Notes:

(1)

 

Amount represents 2008 Federal Income Tax Refund received

Sales and use tax returns have been filed in accordance with the Company’s tax payment schedule (See attached Schedule MOR4 -B.) Any payments remitted have been incorporated into the Schedule of Cash Receipts and Disbursements at MOR-1.

Adjustments to Amounts Withheld or Accrued include liabilities assumed and/or paid by the Buyer.

Authorized Representative

Brent I. Kugman

Printed Name of Authorized Representative

MOR-4: SUMMARY OF UNPAID POST-PETITION DEBTS

NUMBER OF DAYS PAST DUE

Current 0-30 31-60 61-90 Over 90 Total

Taxes Payable 461,730 ———— 461,730

Professional Fees 2,945,613 ———— 2,945,613

Non-current post-retirement liabilities 3,303,075 ———— 3,303,075

Intercompany payables to affiliates 512,300,242 ———— 512,300,242

Other accrued expenses 426,354 ———— 426,354

Wages payable 820,231 ———— 820,231

Purchase Price Adjustment Accrual (1) 1,125,484 ———— 1,125,484

Total Post-Petition Debts $521,382,729 $- $- $- $- $521,382,729


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In re: Amargosa, Inc. Debtor

Case No.: 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR 4A: VERIFICATION OF TAX PAYMENTS

FEDERAL Vendor Name Amount Paid Payment Date EFT/Check

Withholding Internal Revenue Service (Dept of Treasury) 3,692 10/14/09 Check

Total Federal $ 3,692

STATE AND LOCAL

Withholding Ceridien Payroll Trust 1,904 10/08/09 EFT

Total Personal Property Tax $ 1,904

PERSONAL PROPERTY TAX

Personal Property Tax Johnson County Treasurer 743 10/07/09 Check

Personal Property Tax Gwinnett County Tax Commissioner 2,737 10/07/09 Check

Personal Property Tax Cobb County Tax Commissioner 2,332 10/07/09 Check

Personal Property Tax Los Angeles County Tax Collector 80 10/13/09 Check

Personal Property Tax County Of Los Angeles 20 10/13/09 Check

Personal Property Tax Henry County Tax Commissioner 1,522 10/20/09 Check

Personal Property Tax Pima County Treasurer 872 10/20/09 Check

Personal Property Tax City Of South Portland 24 10/20/09 Check

Personal Property Tax Maricopa County Treasurer 521 10/20/09 Check

Personal Property Tax Teton County Treasurer 202 10/20/09 Check

Personal Property Tax City Of Marietta 1,442 10/20/09 Check

Personal Property Tax Kenton County Sheriff 1,014 10/20/09 Check

Personal Property Tax Laporte County 212 10/20/09 Check

Personal Property Tax Hamilton County Treasurer 669 10/20/09 Check

Personal Property Tax Pulaski County 727 10/20/09 Check

Total Personal Property Tax $ 13,117

SALES & USE

Sales & Use Wisconsin Department of Revenue 799 10/29/09 Check

Total Sales & Use $799

EXCISE TAX

Excise Tax City of Bellevue 9,401 10/28/09 Check

Excise Tax City of Olympia 95 10/28/09 Check

Excise Tax City of Seattle 1,202 10/28/09 Check

Excise Tax City of Tacoma 147 10/28/09 Check

Excise Tax Ohio Department of Taxation 18,407 10/07/09 EFT

Excise Tax Secretary of State (Louisiana) 25 10/07/09 Check

Excise Tax Secretary of State (South Dakota) 50 10/07/09 Check

Excise Tax Arizona Corporation Commission 45 10/13/09 Check

Excise Tax City of Fresno 95 10/28/09 Check

Excise Tax Nevada Dept. of Taxation 246 10/29/09 Check

Excise Tax Department of Licensing (Washington) 29 10/28/09 Check

Excise Tax NYS Assessment Receivables 46 10/13/09 Check

Total Excise $ 29,788

STATE AND LOCAL INCOME TAX

Total Income tax $-


LOGO

 

In re: Amargosa, Inc. Debtor

Case No. : 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR 4B: SUMMARY OF TAX RETURNS FILED DURING REPORTING PERIOD

TAXING AUTHORITY State Type of Tax Due Date

City of Danbury CT Property Tax 10/15/09

Town of South Windsor CT Property Tax 10/15/09

Town of Westbrook CT Property Tax 10/15/09

State of Iowa IA Sales 10/21/09

State of Iowa IA Use 10/23/09

State of California CA Sales & Use 10/30/09

State of California CA Transfer Tax 10/30/09

City of Bellevue WA Gross Receipts 10/29/09

City of Olympia WA Gross Receipts 10/29/09

City of Seattle WA Gross Receipts 10/29/09

City of Tacoma WA Gross Receipts 10/29/09

Wisconsin Department of Revenue—Resort Tax WI Sales Tax 10/29/09

State of Indiana IN Income Tax 10/15/09

State of Iowa IA Income Tax 10/15/09

State of Kansas KS Franchise Tax 10/15/09

State of Kentucky KY Income Tax 10/15/09

State of Louisiana LA Income Tax 10/15/09

State of Michigan MI Income Tax 10/15/09

State of Missouri MO Income Tax 10/15/09

State of New Jersey NJ Income Tax 10/15/09

State of North Carolina NC Income Tax 10/15/09

State of Ohio OH Franchise Tax 10/15/09

State of Ohio-EBFS OH Franchise Tax 10/15/09

State of Oklahoma OK Income Tax 10/15/09

State of Oklahoma OK Franchise Tax 10/15/09

State of Pennsylvania PA Income Tax 10/15/09

State of Tennessee TN Income Tax 10/15/09

State of Virginia VA Income Tax 10/15/09

State of Wisconsin WI Income Tax 10/15/09

State of Alaska AK Income Tax 10/15/09

State of Arizona AZ Income Tax 10/15/09

State of California CA Income Tax 10/15/09

State of Colorado CO Income Tax 10/15/09

State of Idaho ID Income Tax 10/15/09

State of Illinois IL Income Tax 10/15/09

State of Kansas KS Income Tax 10/15/09

State of Maine ME Income Tax 10/15/09

State of Minnesota MN Income Tax 10/15/09

State of Montana MT Income Tax 10/15/09

State of New Hampshire NH Income Tax 10/15/09

State of North Dakota ND Income Tax 10/15/09

State of Oregon OR Income Tax 10/15/09

State of Utah UT Income Tax 10/15/09

State of Vermont VT Income Tax 10/15/09

City of Lexington Board of Education KY Income Tax 10/15/09

City of Lexington KY Income Tax 10/15/09

City of Louisville KY Income Tax 10/15/09

City of Kansas City KS Income Tax 10/15/09

Multinomah County OR Income Tax 10/15/09

City of Columbus & Groveport OH Income Tax 10/31/09


LOGO

 

In re: Amargosa, Inc. Debtor

Case No. : 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR 4B: SUMMARY OF TAX RETURNS FILED DURING REPORTING PERIOD

TAXING AUTHORITY State Type of Tax Due Date

City of Columbus & Groveport—EBFS OH Income Tax 10/31/09

City of Toledo OH Income Tax 10/31/09

City of Fairlawn OH Income Tax 10/31/09

City of Norwood OH Income Tax 10/31/09


LOGO

 

In re: Amargosa, Inc. Debtor

Case No.: 09-12100

Reporting Period: Oct 4—Oct 31, 2009

MOR-5: DEBTOR QUESTIONNAIRE

Yes No

1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. X

2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. X

3. Have all post-petition tax returns been timely filed? If no, provide an explanation below. X

4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an Investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. (1) X


LOGO

 

Bank of America

Date: October 20, 2009

Global Client Services Unit: 05693

Eddie Bauer

10401 NE 8th Street Ste 500

Bellevue WA 98004

Attn: Brent Kugman

Dear: Mr. Kugman

Thank you for opening your account with Bank of America. Please take a moment to review the following information and notify us if any changes are necessary.

Account Number: 3642

Type of account Analyzed Checking

Taxpayer ID Number: 9737

Zero balance / Master Account information: N/A

Location Reference Number: N/A

Statement cycle: EOM

Supplies ordered: N/A

Services linked to this account; Add to BA Direct ID eddieb01 cdr, pdr, PI.

Enclosed is my business card for your reference. I have enclosed a Deposit Agreement and Disclosures Facts about Corporate Deposit Account Programs booklet, which contains information about the terms of your deposit account. The terms are part of the deposit account agreement between you and Bank of America. Continued use of this account indicates your agreement to be bound by the terms and conditions contained in this booklet.

Pursuant to requirements of law, including the USA Patriot Act, Bank of America is obtaining information and will take necessary actions to verify your company’s identity.

We value your relationship and look forward to continuing to serve your banking needs.

Sincerely,

Enclosure

Bank of America, CA4-701-10-57

1655 Grant Street, Bldg. A l0th Floor, Concord, CA 94520

00-35-1735NSB 09-19-2003


LOGO

 

Bank of America

Date: October 27,2009

Global Client Services Unit: 05693

Eddie Bauer Inc

10401 NE 8th Street Ste 500

Bellevue WA 98004

Attn: Brent Kugman

Dear: Mr. Kugman

Thank you for opening your account with Bank of America. Please take a moment to review the following information and notify us if any changes are necessary.

Account Number: 5378

Type of account Analyzed Checking

Taxpayer ID Number: 9737

Zero balance / Master Account information: N/A

Location Reference Number: N/A

Statement cycle: EOM

Supplies ordered: Checks

Services linked to this account: BA Direct PDR, CDR, PI, Online Statement, account transfers.

Enclosed is my business card for your reference. I have enclosed a Deposit Agreement and Disclosures Facts about Corporate Deposit Account Programs booklet, which contains information about the terms of your deposit account. The terms are part of the deposit account agreement between you and Bank of America. Continued use of this account indicates your agreement to be bound by the terms and conditions contained in this booklet.

Pursuant to requirements of law, including the USA Patriot Act, Bank of America is obtaining information and will take necessary actions to verify your company’s identity.

We value your relationship and look forward to continuing to serve your banking needs.

Sincerely,

Enclosure

Cc:

Bank of America, CA4-701-10-57

1655 Grant Street, Bldg. A l0th Floor, Concord, CA 9520

00-35-1735NSB 09-19-2003


LOGO

 

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re: Gobi Fulfillment Services, Inc. Debtor Case No. : 09-12101

Reporting Period: Oct 4—Oct 31, 2009

MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit / Supplement Attached

Schedule of Cash Receipts and Disbursements MOR-l No Note 1

Bank Reconciliation MOR-l a No Note 2

Schedule of Professional Fees Paid MOR-l b No Note 2

Copies of bank statements No Note 3

Cash disbursements journals No Note 3

Statement of Operations MOR-2 Yes

Balance Sheet MOR-3 Yes

Status of Post-Petition Taxes MOR-4 Yes

Copies of IRS Form 6123 or payment receipt No Note 3

Copies of tax returns filed during reporting period No Note 3

Summary of Unpaid Post-Petition Debts MOR-4 Yes

Listing of aged accounts payable MOR-4 No Note 3

Accounts Receivable Reconciliation and Aging MOR-5 No Note 2

Debtor Questionnaire MOR-5 Yes

Notes:

(1) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Amargosa, Inc. Monthly Operating Report.

(2)

 

Requested information is not applicable to reporting entity.

(3) Due to system constraints and/or the volume of records, UST has agreed to waive requirement to provide requested information.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

11/18/09

Signature of Authorized Individual* Date

Brent I. Kugman Chief Restructuring Officer

Printed Name of Authorized Individual Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.


LOGO

 

In re: Gobi Fulfillment Services, Inc. Debtor Case No. : 09-12101

Reporting Period: Oct 4—Oct 31, 2009

FOOTNOTES

The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).

The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.

Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet.

Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post-petition amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.

Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.

The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.

Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.


LOGO

 

In re: Gobi Fulfillment Services, Inc. Debtor Case No. : 09-12101

Reporting Period: Oct 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

REVENUES Current Month Cumulative Filing to Date

Net Revenue $— $ 3,191,224

OPERATING EXPENSES

Cost of Goods Sold, Including Buying and Occupancy — 595,014

Selling, General and Administrative Expenses — 2,584,451

Operating Income — 11,759

OTHER INCOME AND EXPENSES

Interest Expense — -

Other income (Expense), Net — -

Net Profit (Loss) Before Reorganization Items — 11,759

REORGANIZATION ITEMS

Professional Fees — -

U. S. Trustee Quarterly Fees — -

Estimated Claims Adjustments — (1,341)

Interest Earned on Accumulated Cash from Chapter 11 — -

Loss / (Gain) from Sale of Equipment (118,363) 21,779,215

Other Reorganization Expenses — (2,275,250)

Total Reorganization Expenses (118,363) 19,502,624

Income Taxes — -

Net Profit (Loss) $ 118,363 $ (19,490,865)


LOGO

 

In re: Gobi Fulfillment Services, Inc. Debtor

Case No.: 09-12101

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

CURRENT ASSETS

Unrestricted Cash and Equivalents $- $ 598,000

Accounts Receivable (Net) — 124,000

Inventories — -

Prepaid Expenses — 540,000

Professional Retainers — -

TOTAL CURRENT ASSETS — 1,262,000

PROPERTY AND EQUIPMENT — -

Property and Equipment — 51,326,000

OTHER ASSETS

Other Assets (see attached schedule) 38,066,801 8,626,000

TOTAL OTHER ASSETS 38,066,801 8,626,000

TOTAL ASSETS $ 38,066,801 $61,214,000

LIABILITIES AND OWNER EQUITY BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition)

Accounts Payable $— $ 131,000

Taxes Payable 930,570 954,000

Wages Payable — 3,127,000

Rent / Leases—Building/Equipment — -

Professional Fees — -

Secured Debt / Adequate Protection Payments — -

Other Post-Petition Liabilities (see attached schedule) 146,019 499,000

TOTAL POST-PETITION LIABILITIES 1,076,589 4,711,000

LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)

Secured Debt / Adequate Protection Payments — -

Priority Debt — -

Unsecured Debt 222,964 246,000

TOTAL PRE-PETITION LIABILITIES 222,964 246,000

TOTAL LIABILITIES 1,299,553 4,957,000

OWNER EQUITY

Capital Stock 1,000 1,000

Retained Earnings—Pre-Petition (11,755) (12,000)

Retained Earnings—Post-Petition (19,490,865) -

Additional Paid-in Capital 56,268,869 56,268,000

NET OWNER EQUITY 36,767,248 56,257,000

TOTAL LIABILITIES AND OWNERS’ EQUTY $ 38,066,801 $61,214,000


LOGO

 

In re: Gobi Fulfillment Services, Inc. Debtor

Case No.: 09-12101

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

(Continuation Sheet)

BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

ASSETS

OTHER CURRENT ASSETS

OTHER ASSETS

Intercompany receivables from affiliates $ 38,066,801 $ 8,626,000

LIABILITIES AND OWNER EQUITY BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

OTHER POST-PETITION LIABILITIES

Bank overdraft $ — $ 277,000

Accrued expenses 146,019 222,000

146,019 499,000


LOGO

 

In re: Gobi Fulfillment Services, Inc. Debtor

Case No.: 09-12101

Reporting Period: Oct 4—Oct 31, 2009

MOR-4: STATUS OF POST-PETITION TAXES

Beginning Tax Liability Amount Withheld or Accrued Amount Paid Date Paid Check No or EFT Ending Tax, Liability

FEDERAL

Withholding $- $- $- N/A N/A $

FICA-Employee ——— N/A N/A -

FICA-Employer ——— N/A N/A -

Unemployment ——— N/A N/A -

Income tax ——— N/A N/A -

Savings Bond ——— N/A N/A -

Total Federal Taxes $- $- $- $-

STATE AND LOCAL

Withholding $- $- $- N/A, N/A $-

Sales & Use ——— N/A N/A -

Excise ——— N/A N/A -

Unemployment ——— N/A N/A -

Real Property 930,570 —— N/A N/A 930,570

Personal Property ——— N/A N/A -

Income tax ——— N/A N/A -

Total State and Local Taxes $ 930,570 $- $- $ 930,570

Sales and use tax returns have been filed in accordance with the Company’s tax payment schedule (See attached Schedule MOR4 -B.) Any payments remitted have been incorporated into the Schedule of Cash Receipts and Disbursements at MOR-l.

Adjustments to Amounts Withheld or Accrued include liabilities assumed and/or paid by the Buyer

Authorized Representative

Brent I. Kugman

Printed Name of Authorized Representative

MOR-4: SUMMARY OF UNPAID POST-PETITION DEBTS

NUMBER OF DAYS PAST DUE

Current 0-30 31-60 61-90 Over 90 Total

Accrued Expenses $ 146,019 $- $- $- $- $ 146,019

Taxes Payable 930,570 ———— 930,570

Total Post-Petition Debts $ 1,076,589 $- $- $- $- $ 1,076,589


LOGO

 

In re: Gobi Fulfillment Services, Inc. Debtor

Case No.: 09-12101

Reporting Period: Oct 4—Oct 31, 2009

MOR-5: DEBTOR QUESTIONNAIRE

Yes No

1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. X

2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. X

3. Have all post-petition tax returns been timely filed? If no, provide an explanation below. X

4. Are workers compensation, general liability and other necessary insurance overages in effect? If no, provide an explanation below. X

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. X


LOGO

 

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: Arabian Diversified Sales, LLC. Debtor

Case No. : 09-12103

Reporting Period: Oct 4—Oct 31, 2009

MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit /

Supplement

Attached

Schedule of Cash Receipts and Disbursements MOR-1 No Note 1

Bank Reconciliation MOR-la No Note 2

Schedule of Professional Fees Paid MOR-1 b No Note 2

Copies of bank statements No Note 2

Cash disbursements journals No Note 2

Statement of Operations MOR-2 Yes

Balance Sheet MOR-3 Yes

Status of Post-Petition Taxes MOR-4 No Note 2

Copies of IRS Form 6123 or payment receipt No Note 2

Copies of tax returns filed during reporting period No Note 2

Summary of Unpaid Post-Petition Debts MOR-4 No Note 2

Listing of aged accounts payable MOR-4 No Note 2

Accounts Receivable Reconciliation and Aging MOR-5 No Note 2

Debtor Questionnaire MOR-5 Yes

Notes:

(1) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Amargosa, Inc. Monthly Operating Report.

(2)

 

Requested information is not applicable to reporting entity.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Authorized Individual*

11/18/09Date

Brent I. Kugman

Printed Name of Authorized Individual

Chief Restructuring Officer

Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner jf debtor is a partnership; a manager or member if debtor is a limited liability company.


LOGO

 

In re: Arabian Diversified Sales, LLC. Debtor

Case No. : 09-12103

Reporting Period: Oct 4—Oct 31, 2009

FOOTNOTES

The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).

The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.

Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet.

Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post-petition amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.

Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.

The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.

Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.


LOGO

 

In re: Arabian Diversified Sales, LLC. Debtor

Case No.: 09-12103

Reporting Period: Oct 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

Current Month Cumulative Filing to Date

REVENUE

Net Revenue $- $1,119,562

OPERATING EXPENSES

Cost of Goods Sold, Including Buying and Occupancy — -

Selling, General and Administrative Expenses — 193,930

Operating Income — 925,632

OTHER INCOME AND EXPENSES

Interest Expense — -

Other Income (Expense), Net (sec attached schedule) — 1,003,010

Net Profit (Loss) Before Reorganization Items — 1,928,642

REORGANIZATION ITEMS

Professional Fees — -

U. S. Trustee Quarterly Fees — -

Estimated Claims Adjustments — -

Interest Earned on Accumulated Cash from Chapter 11 — -

Loss / (Gain) from Sale of Equipment 20,114 20,114

Other Reorganization Expenses — -

Total Reorganization Expenses 20,114 20,114

Income Taxes — -

Net Profit (Loss) $ (20,114) $ 1,908,528


LOGO

 

In re: Arabian Diversified Sales, LLC. Debtor

Case No. : 09-12103

Reporting Period: Oct 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

(Continuation Sheet)

BREAKDOWN OF “OTHER” CATEGORY Current Month Cumulative Filing to Date

Other Income

Interest Income on Intercompany Receivable $- $1,003,010


LOGO

 

In re: Arabian Diversified Sales, LLC. Debtor

Case No.: 09-12103

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

CURRENT ASSETS

Unrestricted Cash and Equivalents $- $(5167)

Accounts Receivable (Net) — 1,565,000

Inventories — -

Prepaid Expenses — -

Professional Retainers — -

TOTAL CURRENT ASSETS — 1,559,833

PROPERTY AND EQUIPMENT

Property and Equipment — -

OTHER ASSETS

Other Assets (see attached schedule) 66,529,940 63,061,167

TOTAL OTHER ASSETS 66,529,940 63,061,167

TOTAL ASSETS $ 66,529,940 $ 64,621,000

LIABILITIES AND OWNER EQUITY

BOOK VALUE AT END OF CURRENT REPORTING MONTH

BOOK VALUE ON PETITION DATE

LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition)

Accounts Payable $- $-

Taxes Payable — -

Wages Payable — -

Rent / Leases—Building/Equipment — -

Professional Fees — -

Secured Debt / Adequate Protection Payments — -

Other Post-Petition Liabilities — -

TOTAL POST-PETITION LIABILITIES — -

LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)

Secured Debt / Adequate Protection Payments — -

Priority Debt — -

Unsecured Debt — -

TOTAL PRE-PETIT1ON LIABILITIES — -

TOTAL LIABILITIES — -

OWNER EQUITY

Additional Paid-In Capital 5,247,398 5,247,000

Retained Earnings—Pre-Petition 59,374,014 59,374,000

Retained Earnings—Post-Petition 1,908,528 -

NET OWNER EQUITY 66,529,940 64,621,000

TOTAL LIABILITIES AND OWNERS’ EQUITY $66,529,940 $64,621,000


LOGO

 

In re: Arabian Diversified Sales, LLC. Debtor Case No. : 09-12103

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

(Continuation Sheet)

ASSETS

BOOK VALUE AT END OF CURRENT REPORTING MONTH

BOOK VALUE ON PETITION DATE

OTHER CURRENT ASSETS

OTHER ASSETS

Intercompany receivables from affiliates $ 66,529,940 $ 63,061,167

LIABILITIES AND OWNER EQUITY BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

OTHER POST-PETITION LIABILITIES


LOGO

 

In re: Arabian Diversified Sales, LLC. Debtor

Case No.: 09-12103

Reporting Period: Oct 4—Oct 31, 2009

MOR-5: DEBTOR QUESTIONNAIRE

Yes No

1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. X

2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. X

3. Have all post-petition tax returns been timely filed? If no, provide an explanation below. X

4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. X


LOGO

 

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: Gibson Services, LLC. Debtor

Case No.: 09-12104

Reporting Period: Oct 4—Oct 31, 2009

MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit/Supplement Attached

Schedule of Cash Receipts and Disbursements MOR-1 No Note 1

Bank Reconciliation MOR-la No Note 2

Schedule of Professional Fees Paid MOR-1 b No Note 2

Copies of bank statements No Note 2

Cash disbursements journals No Note 2

Statement of Operations MOR-2 Yes

Balance Sheet MOR-3 Yes

Status of Post-Petition Taxes MOR-4 No Note 2

Copies of IRS Form 6123 or payment receipt No Note 2

Copies of tax returns filed during reporting period No Note 2

Summary of Unpaid Post-Petition Debts MOR-4 Yes

Listing of aged accounts payable MOR-4 No Note 3

Accounts Receivable Reconciliation and Aging MOR-5 No Note 2

Debtor Questionnaire MOR-5 Yes

Notes:

(1) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Amargosa, Inc. Monthly Operating Report.

(2)

 

Requested information is not applicable to reporting entity.

(3) Due to system constraints and/or the volume of records, UST has agreed to waive requirement to provide requested information.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Authorized Individual*

11/18/09 Date

Brent I. Kugman

Printed Name of Authorized Individual

Chief Restructuring Officer

Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.


LOGO

 

In re: Gibson Services, LLC. Case No. : 09-12104

Debtor Reporting Period: Oct 4—Oct 31, 2009

FOOTNOTES

The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).

The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.

Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet.

Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post-petition amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.

Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.

The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.

Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.


LOGO

 

In re: Gibson Services, LLC. Debtor

Case No.: 09-12104

Reporting Period: Oct 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

REVENUES Current Month Cumulative Filing to Date

Net Revenue $- $-

OPERATING EXPENSES

Cost of Goods Sold, Including Buying and Occupancy — -

Selling, General and Administrative Expenses — 33,575

Operating Income — (33,575)

OTHER INCOME AND EXPENSES

Other Income (Expense), Net (see attached schedule) — 245,027

Interest Expense — -

Net Profit (Loss) Before Reorganization Items — 211,451

REORGANIZATION ITEMS

Professional Fees — -

U. S. Trustee Quarterly Fees — -

Interest Earned on Accumulated Cash from Chapter 11 — -

Loss / (Gain) from Sale of Equipment — (12,516,082)

Other Reorganization Expenses — -

Total Reorganization Expenses — (12,516,082)

Income Taxes — -

Net Profit (Loss) $- $12,727,533


LOGO

 

In re: Gibson Services, LLC. Debtor

Case No.: 09-12104

Reporting Period: Oct 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

(Continuation Sheet)

BREAKDOWN OF “OTHER” CATEGORY Current Month Cumulative Filing to Date

Other Income

Interest income on intercompany receivable $- $ 245,027


LOGO

 

In re: Gibson Services, LLC. Debtor

Case No.: 09-12104

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

CURRENT ASSETS

Unrestricted Cash and Equivalents $- $-

Accounts Receivable (Net) — -

Inventories — -

Prepaid Expenses — -

Professional Retainers — -

TOTAL CURRENT ASSETS — -

PROPERTY AND EQUIPMENT

Property and Equipment — -

OTHER ASSETS

Other Assets (see attached schedule) — 13,783,000

TOTAL OTHER ASSETS — 13,783,000

TOTAL ASSETS $— $13,783,000

LIABILITIES AND OWNER EQUITY

LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition) BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

Accounts Payable $- $-

Taxes Payable — -

Wages Payable — -

Rent / Leases—Building/Equipment — -

Professional Fees — -

Secured Debt / Adequate Protection Payments — -

Other Post-Petition Liabilities (see attached schedule) 1,707,872 28,218,000

TOTAL POST-PETITION LIABILITIES 1,707,872 28,218,000

LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)

Secured Debt / Adequate Protection Payments — -

Priority Debt — -

Unsecured Debt — -

TOTAL PRE-PETITION LIABILITIES — -

TOTAL LIABILITIES 1,707,872 28,218,000

OWNER EQUITY

Additional Paid-In Capital (33,671,405) (33,671,000)

Retained Earnings—Pre-Petition 19,236,000 19,236,000

Retained Earnings—Post-Petition 12,727,533 -

NET OWNER EQUITY (1,707,872) (14,435,000)

TOTAL LIABILITIES AND OWNERS’ EQUITY $(0) $13,783,000


LOGO

 

In re: Gibson Services, LLC. Debtor

Case No.: 09-12104

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

(Continuation Sheet)

ASSETS

OTHER CURRENT ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

OTHER ASSETS

Intercompany receivables from affiliates $- $ 13,783,000

LIABILITIES AND OWNER EQUITY

OTHER POST-PETITION LIABILITIES BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

Intercompany payables to affiliates $1,707,872 $-


LOGO

 

In re: Gibson Services, LLC. Debtor

Case No. : 09-12104

Reporting Period: Oct 4—Oct 31, 2009

MOR-4: SUMMARY OF UNPAID POST-PETITION DEBTS

NUMBER OF DAYS PAST DUE

Current 0-30 31-60 61-90 Over 90 Total

Intercompany payables to affiliates 1,707,872 1,707,872

Total Post-Petition Debts $ 1,707,872 $- $- $- $- $ 1,707,872


LOGO

 

In re: Gibson Services, LLC. Debtor

Case No.: 09-12104

Reporting Period: Oct 4—Oct 31, 2009

MOR-5: DEBTOR QUESTIONNAIRE

Yes No

1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. X

2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. X

3. Have all post-petition tax returns been timely filed? If no, provide an explanation below. X

4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. X


LOGO

 

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: Karakum International Development, LLC. Debtor

Case No.: 09-12105

Reporting Period: Oct 4—Oct 31, 2009

MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS Form No. Document Attached

Explanation Attached Affidavit/ Supplement Attached

Schedule of cash Receipts and Disbursements MOR-1 No Note 1

Bank Reconciliation MOR-1 a No Note 2

Schedule of Professional Fees Paid MOR-1 b No Note 2

Copies of bank statements No Note 2

Cash disbursements journals No Note 2

Statement of Operations MOR-2 Yes

Balance Sheet MOR-3 Yes

Status of Post-Petition Taxes MOR-4 No Note 2

Copies of IRS Form 6123 or payment receipt No Note 2

Copies of tax returns filed during reporting period No Note 2

Summary of Unpaid Post-Petition Debts MOR-4 No Note 2

Listing of aged accounts payable MOR-4 No Note 2

Accounts Receivable Reconciliation and Aging MOR-5 No Note 2

Debtor Questionnaire MOR-5 Yes

Notes:

(1) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Amargosa, Inc. Monthly Operating Report.

(2)

 

Requested information is not applicable to reporting entity.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Authorized Individual*

11/18/09 Date

Brent I. Kugman

Printed Name of Authorized Individual

Chief Restructuring Officer

Title of Authorized Individual

*Authorized individual must be an offficer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.


LOGO

 

In re: Karakum International Development, LLC. Case No.: 09-12105

Debtor Reporting Period: Oct 4—Oct 31, 2009

FOOTNOTES

The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).

The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.

Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet.

Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post-petition amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.

Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.

The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.

Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.


LOGO

 

In re: Karakum International Development, LLC. Debtor

Case No.: 09-12105

Reporting Period: Oct 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

REVENUES Current Month Cumulative Filing to Date

Net Revenue $- $919,101

OPERATING EXPENSES

Cost of Goods Sold, Including Buying and Occupancy — -

Selling, General and Administrative Expenses — 47,599

Operating Income — 871,501

OTHER INCOME AND EXPENSES

Other Income (Expense), Net (see attached schedule) — 710,688

Interest Expense — -

Net Profit (Loss) Before Reorganization Items — 1,582,190

REORGANIZATION ITEMS

Professional Fees — -

U. S. Trustee Quarterly Fees — -

Interest Earned on Accumulated Cash from Chapter 11 — -

Loss / (Gain) from Sale of Equipment — -

Other Reorganization Expenses — -

Total Reorganization Expenses — -

Income Taxes — -

Net Profit (Loss) $- $ 1,582,190


LOGO

 

In re: Karakum International

Development, LLC. Debtor

Case No.: 09-12105

Reporting Period: Oct 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

(Continuation Sheet)

BREAKDOWN OF “OTHER” CATEGORY Current Month Cumulative Filling to Date

Other Income

Interest income on intercompany receivable $- $ 710,688


LOGO

 

In re: Karakum International Development, LLC. Debtor

Case No.: 09-12105

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

ASSETS

CURRENT ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

Unrestricted Cash and Equivalents $- $-

Accounts Receivable (Net) — 1,079,000

Inventories — -

Prepaid Expenses — -

Professional Retainers — -

TOTAL CURRENT ASSETS — 1,079,000

PROPERTY AND EQUIPMENT

Property and Equipment — -

OTHER ASSETS

Other Assets (see attached schedule) 43,811,010 41,150,000

TOTAL OTHER ASSETS 43,811,010 41,150,000

TOTAL ASSETS $43,811,010 $ 42,229,000

LIABILITIES AND OWNER EQUITY BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

LIABILITIES NOT TO COMPROMISE (Post-Petition)

Accounts Payable $- $-

Taxes Payable — -

Wages Payable — -

Rent / Leases—Building/Equipment — -

Professional Fees —

Secured Debt / Adequate Protection Payments — -

Other Post-Petition Liabilities — -

TOTAL POST-PETITION LIABILITIES — -

LIABILITIES NOT SUBJECT TO COMPROMISE (Pre-Petition)

Secured Debt / Adequate Protection Payments — -

Priority Debt — -

Unsecured Debt — -

TOTAL PRE-PETITION LIABILITIES — -

TOTAL LIABILITIES — -

OWNER EQUITY

Additional Paid-in Capital 2,860,820 2,861,000

Retained Earnings—Pre-Petition 39,368,000 39,368,000

Retained Earnings—Post-Petition 1,582,190

NET OWNER EQUITY 43,811,010 42,229,000

TOTAL LIABILITIES AND OWNERS’ EQUITY . $ 43,811,010 $42,229,000


LOGO

 

In re: Karakum International Development, LLC. Debtor

Case No. : 09-12105

Reporting Period: Oct 4—Oct 31, 2009

MOR-3: BALANCE SHEET

(Continuation Sheet)

ASSETS

OTHER CURRENT ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

OTHER ASSETS

Intercompany receivables from affiliates $ 43,811,010 $ 41,150,000

LIABILITIES AND OWNER EQUITY BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

OTHER POST-PETITION LIABILITIES


LOGO

 

In re: Karakum International Development, LLC. Debtor

Case No. : 09-12105

Reporting Period: Oct 4—Oct 31, 2009

MOR-5: DEBTOR QUESTIONNAIRE

Yes No

1 Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. X

2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. X

3. Have all post-petition tax returns been timely filed? If no, provide an explanation below. X

4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. X


LOGO

 

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: Simpson Information Technology, LLC Debtor

Case No. : 09-12106

Reporting Period: Oct 4—Oct 31, 2009

MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit / Supplement Attached

Schedule of Cash Receipts and Disbursements MOR-1 No Note l

Bank Reconciliation MOR-la No Note l

Schedule of Professional Fees Paid MOR-1b No Note l

Copies of bank statements No Note l

Cash disbursements journals No Note l

Statement of Operations MOR-2 No Note l

Balance Sheet MOR-3 No Note l

Status of Post-Petition Taxes MOR-4 No Note 1

Copies of IRS Form 6123 or payment receipt No Note l

Copies of tax returns filed during reporting period No Note l

Summary of Unpaid Post-Petition Debts MOR-4 No Note 1

Listing of aged accounts payable MOR-4 No Note 1

Accounts Receivable Reconciliation and Aging MOR-5 No Note l

Debtor Questionnaire MOR-5 No Note 1

Notes:

(1) Financial reporting for Simpson Information Technology, LLC is rolled up within Amargosa, Inc. and EBHI Holdings, Inc. within the Debtors’ general ledger system and can not be readily segregated.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Authorized Individual*

11/18/09 Date

Brent I. Kugman

Printed Name of Authorized Individual

Chief Restructuring Officer

Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.


LOGO

 

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: Sandy Financial Services Acceptance Corporation Debtor

Case No. : 09-12107

Reporting Period: Oct 4—Oct 31, 2009

MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit/Supplement Attached

Schedule of Cash Receipts and Disbursements MOR-1 No Notel

Bank Reconciliation MOR-la No Note 1

Schedule of Professional Fees Paid MOR-1 b No Notel

Copies of bank statements No Note 1

Cash disbursements journals No Notel

Statement of Operations MOR-2 No Note 1

Balance Sheet MOR-3 No Note 1

Status of Post-Petition Taxes MOR-4 No Note 1

Copies of IRS Form 6123 or payment receipt No Note 1

Copies of tax returns filed during reporting period No Note 1

Summary of Unpaid Post-Petition Debts MOR-4 No Notel

Listing of aged accounts payable MOR-4 No Note 1

Accounts Receivable Reconciliation and Aging MOR-5 No Note 1

Debtor Questionnaire MOR-5 No Note 1

Notes:

(1) Sandy Financial Services Acceptance Corporation is an inactive and dormant entity with no assets or ongoing operations.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Authorized Individual*

11/18/09 Date

Brent I. Kugman

Printed Name of Authorized Individual

Chief Restructuring Officer

Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.


LOGO

 

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

In re: Sonoran Acceptance Corporation Debtor

Case No. : 09-12108

Reporting Period: October 4—Oct 31, 2009

MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Affidavit / Supplement Attached

Schedule of Cash Receipts and Disbursements MOR-1 No Note 1

Bank Reconciliation MOR-1 a Yes

Schedule of Professional Fees Paid MOR-1 b No Note 2

Copies of bank statements No Note 3

Cash disbursements journals No Note 2

Statement of Operations MOR-2 Yes

Balance Sheet MOR-3 Yes

Status of Post-Petition Taxes MOR-4 No Note 2

Copies of IRS Form 6123 or payment receipt No Note 2

Copies of tax returns filed during reporting period No Note 2

Summary of Unpaid Post-Petition Debts MOR-4 No Note2

Listing of aged accounts payable MOR-4 No Note 2

Accounts Receivable Reconciliation and Aging MOR-5 No Note 2

Debtor Questionnaire MOR-5 Yes

Notes:

(1) Cash Receipts and Disbursements have been reported on a Consolidated Basis. Please reference Amargosa, Inc. Monthly Operating Report.

(2)

 

Requested information is not applicable to reporting entity.

(3) Due to system constraints and/or the volume of records, UST has agreed to waive requirement to provide requested information.

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Authorized Individual*

11/18/09 Date

Brent I. Kugman

Printed Name of Authorized Individual

Chief Restructuring Officer

Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.


LOGO

 

In re: Sonoran Acceptance Corporation Case No. : 09-12108

Debtor Reporting Period: October 4—Oct 31, 2009

FOOTNOTES

The information and data included in this report are derived from sources available to EBHI Holdings, Inc. (the “Company”) and its subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information available to the Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

This MOR is not prepared in accordance with generally accepted accounting principles (GAAP).

The financial statements and supporting figures included herein are unaudited, have not been reviewed or examined by independent accountants and are based on certain estimates that if not achieved may adversely impact future results.

Reflected in this report is the August 3, 2009 sale of substantially all of the Debtors assets to Everest Holdings LLC (“Buyer”). The results of the sale, including the final purchase price, remaining asset values and assumed liabilities, are subject to the Debtors review of the Closing Balance Sheet.

Intercompany balances do not include the segregation of pre- and post-petition obligations and accrued interest on post-petition amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a charge recorded under Reorganization Items to adjust debt balances to estimated allowed claim amounts.

For certain Debtors, the Statement of Operations included in Form MOR-2 includes a gain recorded under Reorganization Items related to eliminating remaining deferred rent and unfavorable lease obligations as Buyer is responsible for all cost and expenses incurred under leases until the Designation Deadline. Under the asset purchase agreement, all leases will either be assumed by the Buyer or otherwise will be rejected by the Debtors.

Adjustments to net obligations related to employee benefit and pension plans have not been evaluated.

The Statement of Operations included in Form MOR-2 does not include amounts related to SFAS No. 123(R), Share-Based Payment.

Adjustments to gross deferred tax assets or deferred tax liabilities, tax receivables, tax payables, tax reserves and any tax effect of the August 3, 2009 sale of substantially all the assets of the Debtors to the Buyer have not been fully evaluated.


LOGO

 

In re: Sonoran Acceptance Corporation Case No. : 09-12108

Debtor Reporting Period: October 4—Oct 31, 2009

MOR-1A: BANK RECONCILIATIONS

BANK NAME Account Description Account Number Balance

Deutsche Bank Trust (1) SAC Spiegel Trust XXXXXXXX000.1 $ 314,355

(1)

 

Amount is included in Other Assets on MOR-3: Balance Sheet.

I attest that each of the Debtors’ corporate bank accounts is reconciled to monthly bank statements. The Company’s standard practice is to ensure that each corporate bank account is reconciled to monthly bank statements for each calendar month within 30 days after month end. See attached listing of each of the Debtors’ bank accounts and the book balance of the account as of the end of the fiscal month covered by this report

Brent I. Kugman

Authorized Representative Printed Name of Authorized Representative


LOGO

 

In re: Sonoran Acceptance Corporation Debtor

Case No.: 09-12108

Reporting Period: October 4—Oct 31, 2009

MOR-2: STATEMENT OF OPERATIONS

REVENUES Current Month Cumulative Filing to Date

Net Revenue $- $-

OPERATING EXPENSES — -

Cost of Goods Sold, Including Buying and Occupancy — -

Selling, General and Administrative Expenses — -

Operating Income — -

OTHER INCOME AND EXPENSES — -

Other Income (Expense), Net — -

Interest Expense — -

Net Profit (Loss) Before Reorganization Items — -

REORGANIZATION ITEMS — -

Professional Fees — -

U. S. Trustee Quarterly Fees — -

Interest Earned on Accumulated Cash from Chapter 11 — -

Loss / (Gain) from Sale of Equipment (47) 6,065

Other Reorganization Expenses — -

Total Reorganization Expenses (47) 6,065

Income Taxes — -

Net Profit (Loss) $ 47 $(6,065)


LOGO

 

In re: Sonoran Acceptance Corporation Debtor

Case No.: 09-12108

Reporting Period: October 4—Oct 31, 2009

MOR-3: BALANCE SHEET

ASSETS

CURRENT ASSETS

BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

Unrestricted Cash and Equivalents $- $201,583

Accounts Receivable (Net) — -

Inventories — -

Prepaid Expenses — -

Professional Retainers — -

TOTAL CURRENT ASSETS — 201,583

PROPERTY AND EQUIPMENT

Property and Equipment — -

OTHER ASSETS

Other Assets (see attached schedule) 180,881,858 180,686,417

TOTAL OTHER ASSETS 180,881,858 180,686,417

TOTAL ASSETS $180,881,858 180,888,000

LIABILITIES AND OWNER EQUITY

LIABILITIES NOT SUBJECT TO COMPROMlSE (Post-Petition) BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

Accounts Payable $- -

Taxes Payable — -

Wages Payable — -

Rent / Leases—Building/Equipment — -

Professional Fees — -

Secured Debt / Adequate Protection Payments — -

Other Post-Petition Liabilities — -

TOTAL POST-PETITION LIABILITIES — -

LIABIILITIES SUBJECT TO COMPROMISE (Pre-Petition)

Secured Debt / Adequate Protection Payments — -

Priority Debt — -

Unsecured Debt — -

TOTAL PRE-PETITION LIABILITIES — -

TOTAL LIABILITIES — -

OWNER EQUITY

Capital Stock 100,000 100,000

Additional Paid-in Capital — -

Retained Earnings—Pre-Petition 180,787,923 180,788,000

Retained Earnings—Post-Petition (6,065) -

NET OWNER EQUITY 180,881,858 180,888,000

TOTAL LIABILITIES AND OWNERS’ EQUITY $180,881,858 $180,888,000


LOGO

 

In re: Sonoran Acceptance Corporation Debtor

Case No.: 09-12108

Reporting Period: October 4—Oct 31, 2009

MOR-3: BALANCE SHEET

(Continuation Sheet)

ASSETS

OTHER CURRENT ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE

OTHER ASSETS

Intercompany receivables from affiliates $ 180,567,503 $180,366,417

Deposit related to sold financing receivables 314,355 320,000

180,881,858 180,686,417

LIABILITIES AND OWNER EQUITY

OTHER POST-PETITION LIABILITIES BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE ON PETITION DATE


LOGO

 

In re: Sonoran Acceptance Corporation Debtor

Case No.: 09-12108

Reporting Period: October 4—Oct 31, 2009

MOR-5: DEBTOR QUESTIONNAIRE

Yes No

1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. X

2. Have any funds been disbursed from any account Other than a debtor in possession account this reporting period? If yes, provide an explanation below. X

3. Have all post-petition tax returns been timely filed? If no, provide an explanation

below. X

4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. X