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UNITED STATES FORM 8-K CURRENT REPORT Date of Report March 30, 2005 US Airways Group, Inc. (Exact Names of Registrants as specified in their charters) Delaware US Airways Group, Inc. 54-1194634 2345 Crystal Drive, Arlington, VA 22227 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): On March 30, 2005, US Airways, Inc. and US Airways Group, Inc. filed a monthly operating report for the month ended February 28, 2005 with the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division in connection with their voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in Case No. 04-13819. (c) Exhibits Designation Description Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Date: March 30, 2005 By: /s/ Anita P. Beier US Airways, Inc. (REGISTRANT) Date: March 30, 2005 By: /s/ Anita P. Beier UNITED STATES BANKRUPTCY COURT
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Date of earliest event reported)
(Debtor-in-Possession)
(Commission file number: 1-8444)
and
US Airways, Inc.
(Debtor-in-Possession)
(Commission file number 1-8442)
(State of Incorporation US Airways, Inc. 53-0218143
of both registrants) (I.R.S. Employer Identification Nos.)
(Address of principal executive offices)
(703) 872-7000
(Registrants' telephone number, including area code)
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
A copy of the monthly operating report is furnished as Exhibit 99 to this Form 8-K.
Certain of the statements contained herein should be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect the current views of US Airways Group (the Company) with respect to current events and financial performance. You can identify these statements by forward-looking words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "could," "should," and "continue" or similar words. These forward-looking statements may also use different phrases. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company's operations and business environment which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factor
s that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the Company to continue as a going concern; the ability of the Company to obtain and maintain any necessary financing for operations and other purposes, whether debtor-in-possession financing or other financing; the ability of the Company to maintain adequate liquidity; the ability of the Company to absorb escalating fuel costs; the Company's ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted by it from time to time; the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 proceedings; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, to appoint a Chapter 11 trustee or to convert the
cases to Chapter 7 cases; the ability of the Company to obtain and maintain normal terms with vendors and service providers; the Company's ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 proceedings on the Company's liquidity or results of operations; the ability of the Company to operate pursuant to the terms of its financing facilities (particularly the financial covenants); the ability of the Company to fund and execute its Transformation Plan during the Chapter 11 proceedings and in the context of a plan of reorganization and thereafter; the ability of the Company to attract, motivate and/or retain key executives and associates; the ability of the Company to attract and retain customers; the ability of the Company to maintain satisfactory labor relations; demand for transportation in the markets in which the Company operates; economic conditions; labor costs; financing availability and costs; security-related and insurance costs; competiti
ve pressures on pricing (particularly from lower-cost competitors) and on demand (particularly from low-cost carriers and multi-carrier alliances); weather conditions; government legislation and regulation; impact of the continued military activities in Iraq; other acts of war or terrorism; and other risks and uncertainties listed from time to time in the Company's reports to the SEC. There may be other factors not identified above of which the Company is not currently aware that may affect matters discussed in the forward-looking statements, and may also cause actual results to differ materially from those discussed. The Company assumes no obligation to update such estimates to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Company's various prepetition liabilities, common stock and/or other e
quity securities. Accordingly, the Company urges that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.
Item 9.01 Financial Statements and Exhibits
- ------------ -----------------
99 Monthly Operating Report for the month ended February 28, 2005
SIGNATURES
--------------------
US Airways Group, Inc. (REGISTRANT)
Anita P. Beier
Senior Vice President-Finance and Controller
(Chief Accounting Officer)
Anita P. Beier
Senior Vice President-Finance and Controller
(Chief Accounting Officer)
EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
In Re: Chapter 11
US Airways, Inc., et al. Case Number: 04-13819
Debtors Jointly Administered
Hon. Stephen S. Mitchell
MONTHLY OPERATING REPORT FOR THE PERIOD
FEBRUARY 1, 2005 THROUGH FEBRUARY 28, 2005
DEBTORS' ADDRESS:
US Airways, Inc., et al.
2345 Crystal Dr.
Arlington, VA 22227
DEBTORS' ATTORNEYS:
Brian P. Leitch, Esq.
Daniel M. Lewis, Esq.
Michael J. Canning, Esq.
ARNOLD & PORTER LLP
370 Seventeenth Street, Suite 4500
Denver, Colorado 80202
(303) 863-1000
Lawrence E. Rifken, Esq. (VSB No. 29037)
Douglas M. Foley, Esq. (VSB No. 34364)
McGUIREWOODS LLP
1750 Tysons Boulevard, Suite 1800
McLean, VA 22102-4215
(703) 712-5000
REPORT PREPARER:
US Airways, Inc., et al.
I declare under penalty of perjury that the information contained in this monthly operating report (including attached schedules) is true and correct to the best of my knowledge, information and belief.
Dated: March 30, 2005 DEBTOR-IN-POSSESSION
Name/Title: Anita P. Beier By: /s/ Anita P. Beier
Senior Vice President-Finance and Controller
Address: 2345 Crystal Dr.
Arlington, VA 22227
Phone: 703-872-7000
Table of Contents
I. Monthly Operating Report Cover Page
II. Unaudited Consolidated Financial Statements
A. US Airways Group, Inc. Condensed Consolidated Statement of Operations
B. US Airways Group, Inc. Condensed Consolidated Balance Sheet
C. US Airways Group, Inc. Condensed Consolidated Statement of Cash Flows
III. Additional Schedules
A. Accounts Receivable Schedule, Accounts Payables Schedule, and Cash Balance
B. Description of Tax Trusts
C. Insurance Policies
D. Payments to Professionals
E. Banking Accounts and Financial Institution Relationships
F. Sales of Deminimis Assets
G. Certifications
IV. Questionnaire
1. |
Accounting Basis: Cash Accrual X |
|
|
2. |
Preparer: State the name, address, telephone number and position of the person(s) who actually compiled the information contained in this report. |
|
|
3. |
Number of Employees: 28,864 |
|
|
4. |
Have there been any changes in the nature of your business since the last reporting period? |
|
|
5. |
Are all Business Licenses current? |
|
|
6. |
Total Accounts Receivable:
|
|
|
7. |
Post-Petition Accounts Payable: |
|
|
8. |
Taxes: Are all taxes being paid to the proper taxing authorities when due? |
9. |
Escrow Account: Are you utilizing your tax account only for deposits and payment of payroll and sales taxes? |
|
|
10. |
Are all books and records of the debtors being maintained monthly and are all current: |
|
|
11. |
Insurance Policies: |
|
|
12. |
Actions of Debtors: During the reporting period, did the debtors:
|
|
|
13. |
Transfer or Sale of Property: Did the debtors or any person with control over any of the debtor's assets transfer, convey or abandon any of the debtors' assets to another party during the period of this report other than as set forth herein? |
|
|
14. |
Payments to Professionals (attorneys, accountants, real estate agents, auctioneers, appraisers, etc., during the reporting period): |
|
|
15. |
QUARTERLY U.S. TRUSTEE FEES paid during the reporting period: $ - |
EXHIBIT II-A
US Airways Group, Inc.
Consolidated Statement of Operations
for the month ended February 28, 2005
(unaudited)
(in thousands)
|
||
Operating Revenues |
||
Passenger transportation |
$ 443,460 |
|
Cargo and freight |
7,567 |
|
Other |
54,973 |
|
Total Operating Revenues |
506,000 |
|
Operating Expenses |
||
Personnel costs |
156,440 |
|
Aviation fuel |
114,405 |
|
US Airways Express capacity purchases |
62,403 |
|
Aircraft rent |
36,089 |
|
Other rent and landing fees |
46,763 |
|
Selling expenses |
39,398 |
|
Aircraft maintenance |
29,163 |
|
Depreciation and amortization |
18,764 |
|
Other |
88,239 |
|
Total Operating Expenses |
591,664 |
|
Operating Loss |
(85,664 |
) |
Other Income (Expense) |
||
Interest income |
827 |
|
Interest expense, net |
(26,737 |
) |
Reorganization items, net |
(8,247 |
) |
Other, net |
599 |
|
Other Income (Expense), Net |
(33,558 |
) |
Income Before Taxes |
(119,222 |
) |
Income Tax Provision |
- |
|
Net Income |
$ (119,222 |
) |
EXHIBIT II-B
US Airways Group, Inc. Consolidated Balance Sheet as of February 28, 2005
(unaudited, in thousands)
Current Assets |
|
|
|
|
Cash and cash equivalents |
$ |
405,534 |
|
|
Restricted cash |
|
111,817 |
|
|
Receivables, net |
|
305,400 |
|
|
Materials and supplies, net |
|
165,504 |
|
|
Prepaid expenses and other |
|
171,362 |
|
|
Total Current Assets |
|
1,159,617 |
|
|
Property and Equipment |
|
|
|
|
Flight equipment |
|
3,299,622 |
|
|
Ground property and equipment |
|
362,397 |
|
|
Less accumulated depreciation and amortization |
|
(341,825 |
) |
|
|
|
3,320,194 |
|
|
Purchase deposits for flight equipment |
|
82,847 |
|
|
Total Property and Equipment |
|
3,403,041 |
|
|
Other Assets |
|
|
|
|
Goodwill |
|
2,489,638 |
|
|
Other intangibles, net |
|
526,954 |
|
|
Restricted cash |
|
622,269 |
|
|
Other assets, net |
|
91,509 |
|
|
Total Other Assets |
|
3,730,370 |
|
|
Total Assets |
|
8,293,028 |
|
|
Current Liabilities |
|
|
|
|
Current maturities of debt |
|
741,397 |
|
|
Accounts payable |
|
404,972 |
|
|
Traffic balances payable and unused tickets |
|
955,874 |
|
|
Accrued aircraft rent |
|
9,616 |
|
|
Accrued salaries, wages and vacation |
|
167,813 |
|
|
Other accrued expenses |
|
301,809 |
|
|
Total Current Liabilities |
|
2,581,481 |
|
|
Noncurrent Liabilities and Deferred Credits |
|
|
|
|
Long-term debt and capital lease obligations, net of current maturities |
|
73,760 |
|
|
Deferred gains and credits, net |
|
42,762 |
|
|
Postretirement benefits other than pensions |
|
1,906 |
|
|
Employee benefit liabilities and other |
|
241,975 |
|
|
Total Noncurrent Liabilities and Deferred Credits |
|
360,403 |
|
|
Liabilities Subject to Compromise |
5,064,674 |
|||
Commitments and Contingencies |
|
|
|
|
Stockholders' Equity |
|
|
|
|
Class A Common Stock |
|
50,616 |
|
|
Class B Common Stock |
|
5,000 |
|
|
Paid-in capital |
|
410,133 |
|
|
Accumulated deficit |
|
(183,870 |
) |
|
Common stock held in treasury, at cost |
|
(2,815 |
) |
|
Deferred compensation |
|
(10,647 |
) |
|
Accumulated other comprehensive income |
|
18,054 |
|
|
Total Stockholders' Equity |
|
286,470 |
|
|
Total Liabilities and Stockholders' Equity |
$ |
8,293,028 |
|
|
EXHIBIT II-C
US Airways Group, Inc.
(unaudited)
(in thousands)
|
|
|
|
Net cash used for operating activities before reorganization items |
$ |
(27,802 |
) |
Reorganization items, net |
|
(2,754 |
) |
Net cash used for operating activities |
|
(30,556 |
) |
|
|
|
|
Cash flows from investing activities |
|
|
|
Capital expenditures and purchase deposits for flight equipment, net |
|
1,825 |
|
Proceeds from dispositions of property |
|
1,049 |
|
Increase in restricted cash |
|
(78,886 |
) |
Net cash used for investing activities |
|
(76,012 |
) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds from the issuance of debt |
|
5,724 |
|
Principal payments on debt and capital lease obligations |
|
(36,685 |
) |
Net cash provided by financing activities |
|
(30,961 |
) |
Net decrease in Cash and cash equivalents |
|
(137,529 |
) |
Cash and cash equivalents at beginning of period |
|
543,063 |
|
Cash and cash equivalents at end of period |
$ |
405,534 |
|
|
|
|
|
EXHIBIT III-A
Consolidated Accounts Receivable Aging
Days Past Due |
2/28/05 |
||
0-30 Days |
$205,932,627 |
||
31-60 Days |
10,957,390 |
||
61-90 Days |
4,890,538 |
||
91+ Days |
21,704,934 |
||
Other (1) |
85,329,266 |
||
Total Accounts Receivable |
328,814,757 |
||
Amount Considered Uncollectible |
(23,414,481) |
||
Accounts Receivable, Net (2) |
$ 305,400,276 |
Notes:
(1) Other accounts receivable represents such items as accrued receivables, interline receivables and other immaterial receivables that historically are not aged by the Debtors.
(2) Does not include intercompany accounts receivable.
Consolidated Post-Petition Accounts Payable Aging
|
Days Past Due |
2/28/05 |
|
|
Current |
$ 18,126,652 |
|
|
1-7 Days |
6,417,445 |
|
|
8-30 Days (1) |
(1,523,626) |
|
|
31-60 Days |
1,791,467 |
|
|
61-90 Days (1) |
(354,888) |
|
|
91+ Days (1) |
(2,416,324) |
|
|
Total Accounts Payable (2) |
$ 22,040,726 |
|
Notes:
(1) A debit balance exists for the periods 8-30 days, 61-90 days and 91+ days due to outstanding credits that have not been applied to specific invoices or collected.
(2) The post-petition accounts payable balances above were obtained from the Debtors' accounts payable systems. In the event that a liability is estimated for financial reporting purposes, but no invoice was received as of February 28, 2005, the accounts payable balance will differ from that reported in the financial statements. These estimated items include, but are not limited to tax obligations, rent and lease obligations and other accrued expenses. In addition, intercompany accounts payable balances are not included in the balances presented above.
Consolidated Cash and Cash Equivalents Balance
Total Consolidated Cash and Cash Equivalents Balance $ 405,534,000
EXHIBIT III-B
Tax Trusts
The Debtors have created trust fund accounts to ensure that adequate funds are available to pay outstanding fiduciary tax obligations owed to the federal government as well as state and local jurisdictions in the event that the Debtors cease operations. The continued use of the trust funds has been approved by the Bankruptcy Court and are described below.
With the exception of Trust Fund 1, which is funded on a daily basis and from which payments are made, all other trust funds have only received an initial funding of the estimated maximum tax liability for US Airways, Inc., Allegheny Airlines, Inc., PSA Airlines, Inc. and Piedmont Airlines, Inc. No subsequent funding or payments are made from these trust accounts.
Trust Fund 1 & 5
This trust was established on May 15, 2002 with an initial funding of $149.9 million on May 16, 2002. In May 2003, Trust Fund 5 was established and several components originally funded through Trust Fund 1 were moved to Trust Fund 5. Since the date of funding, all payments associated with each Trust's components have been paid through the trusts and daily funding has occurred based on the estimated daily obligation.
The components of Trust Funds 1 and 5 are as follows:
Trust 1
* Federal payroll withholding taxes, FICA (employee and employer portion), and Medicare;
* Federal unemployment taxes; and
* Federal jet fuel taxes
Trust 5
* Federal air transportation excise taxes;
* Federal security charges;
* Federal Animal and Plan Health Inspection Service of the U.S. Department of Agriculture ("APHIS");
* Federal Immigration and Naturalization Service (INS) fees;
* Federal customs taxes; and
* Passenger facility fees and charges (PFCs) (moved from Trust Fund 3)
As a result of changes to Federal law concerning airlines that file for bankruptcy protection, US Airways is required to segregate all PFCs into a separate account. Effective for payments due on and after November 30, 2004, a separate account within Trust 5 was established to pay airports and/or sponsor agencies amounts owed under the PFC legislation.
Trust Fund 2
This trust was established on May 30, 2002, with an initial funding of $5.6 million occurring on May 31, 2002. The Company has not made any additional contributions to Trust Fund 2 since the initial funding on May 31, 2002. The monthly activity in Trust 2 consists of the payment of monthly administrative fees and the investment of monthly dividends.
The components of Trust Fund 2 are as follows:
* State and local income tax withholding;
* Employment taxes and related charges;
* State unemployment and supplemental unemployment;
* Disability taxes; and
* Workers' compensation charges
Trust Fund 3
This trust was established on May 30, 2002, with an initial funding of $23.0 million occurring on May 31, 2002. The only component of Trust Fund 3 was the passenger facility fees and charges (PFCs). In May 2003, the funding of PFCs was moved to Trust Fund 5, such that all monies in Trust Fund 3 were utilized to pay PFCs from May 2003 to July 2003. Trust Fund 3 is still open, although inactive, since July 2003. The Trustee has the power to terminate the Trust.
Trust Fund 4
This trust was established on June 21, 2002 with the initial funding of $33.6 million occurring on the same day. The Company has not made any additional contributions to Trust Fund 4 since the initial funding on June 21, 2002.
The components of Trust Fund 4 are as follows:
* Non-statutory payroll deductions, including employee payments/contributions
* Federal-related and federal security tax-instituted trust fund taxes and charges (note that no Federal related charges are currently included in the initial funding estimates for Trust Fund 4. All Federal charges are accounted for in Trust Fund 1.)
EXHIBIT III-C
Insurance Policies
The table below reflects changes during the period February 1 - February 28, 2005 to the insurance policies and coverage previously disclosed in the Debtor's Monthly Operating Reports for the periods September 12, 2004 to January 31, 2005. Policies included in the Monthly Operating Reports for the period September 12, 2004 through January 31, 2005 are still subject to the same terms unless noted below.
US Airways, Inc. |
|||||
Coverage |
Company |
Policy No. |
Term |
||
Workers Compensation and Employers Liability (PA) (1) |
State Workers Insurance Fund |
05032167-05-01 |
2/14/05 - 2/14/06 |
||
Workers Compensation and Employers Liability (NC) (1) |
Key Risk Insurance Company (Assigned Risk Carrier) |
9662945 |
2/14/05 - 2/14/06 |
||
Workers Compensation and Employers Liability (CA) |
Insurance Company of the State of Pennsylvania |
WC3715928 |
2/14/04 - 4/20/05 |
||
Workers Compensation and Employers Liability (other states) |
Insurance Company of the State of Pennsylvania |
WC3715929 |
2/14/04 - 4/20/05 |
||
Workers Compensation and Employers Liability (WI) |
Insurance Company of the State of Pennsylvania |
WC3715927 |
2/14/04 - 4/20/05 |
||
Workers Compensation and Employers Liability (DC, NY) |
Insurance Company of the State of Pennsylvania |
WC3715923 |
2/14/04 - 4/20/05 |
||
Workers Compensation and Employers Liability (FL) |
Insurance Company of the State of Pennsylvania |
WC3715922 |
2/14/04 - 4/20/05 |
||
Mexican Statutory Legal Liability |
Zurich Compania De Seguros |
477084 |
10/1/04 - 10/1/05 |
||
Auto Liability |
Crum & Forster |
133-671744-9 |
2/14/05 - 2/14/06 |
Piedmont Airlines, Inc. |
|||||
Coverage |
Company |
Policy No. |
Term |
||
Workers Compensation and Employers Liability (other states) |
Insurance Company of the State of Pennsylvania |
WC3715925 |
2/14/04 - 4/20/05 |
||
Workers Compensation and Employers Liability (NY) |
Insurance Company of the State of Pennsylvania |
WC3715926 |
2/14/04 - 4/20/05 |
||
Auto Liability |
Crum & Forster |
133-671745-8 |
2/14/05 - 2/14/06 |
PSA Airlines, Inc. |
|||||
Coverage |
Company |
Policy No. |
Term |
||
Workers Compensation and Employers Liability |
Insurance Company of the State of Pennsylvania |
WC3715924 |
2/14/04 - 4/20/05 |
||
Auto Liability |
Crum & Forster |
133-671743-1 |
2/14/05 - 2/14/06 |
(1) Coverage also applies to Piedmont Airlines, Inc. and PSA Airlines, Inc. under the same policy number and term.
EXHIBIT III-D
Payments to Professionals
Name |
Date of Court Authorizing Payment |
Amount Approved |
Amount Paid |
Total Paid to Date |
Total Incurred and Unpaid (1) |
|
1. |
Arnold & Porter LLP |
$ - |
$ 1,380,672 |
$ 3,383,756 |
||
2. |
McGuireWoods LLP |
404,736 |
1,038,931 |
953,014 |
||
3. |
FTI Consulting, Inc. |
400,763 |
1,629,993 |
853,810 |
||
4. |
O'Melveny & Myers LLP |
391,118 |
856,710 |
730,411 |
||
5. |
Seabury Aviation Advisors, Inc. |
- |
2,492,247 |
2,226,819 |
||
6. |
KPMG LLP |
- |
767,336 |
709,720 |
||
7. |
American Appraisal Associates, Inc. |
- |
5,773 |
3,048 |
||
8. |
Donlin, Recano & Company, Inc. |
41,877 |
572,710 |
47,967 |
||
9. |
Moore & Van Allen PLLC |
80,881 |
478,246 |
- |
||
10. |
Swidler Berlin Shereff Friedman LLP |
17,473 |
88,352 |
- |
||
11. |
Otterbourg, Steindler, Houston and Rosen, P.C. |
196,461 |
569,775 |
431,028 |
||
12. |
Lazard Freres & Co. LLC |
250,000 |
1,283,553 |
- |
||
13. |
Curtis, Mallet-Prevost, Colt & Mosle LLP |
- |
- |
190,242 |
||
14. |
McKenna Long & Aldridge LLP |
63,930 |
98,969 |
109,781 |
||
15. |
Vorys, Sater, Seymour and Pease LLP |
- |
117,967 |
99,249 |
||
16. |
Thelen Reid & Priest LLP |
- |
- |
588,106 |
||
17 |
LECG, Inc. |
- |
- |
281,964 |
||
18. |
Guiliani Partners LLC / Ernst & Young |
789,593 |
789,593 |
397,022 |
||
19. |
Watson Wyatt & Company |
- |
- |
111,111 |
||
20. |
Alvarez & Marsal, LLC |
- |
- |
643,813 |
||
21. |
MergeGlobal, Inc. |
233,477 |
233,477 |
94,146 |
||
Total |
$ 2,870,309 |
$ 12,404,304 |
$ 11,855,007 |
|||
Notes:
EXHIBIT III-E
Banking Accounts and Financial Institution Relationships
There have been no changes in financial institution deposit relationships during the current reporting period. See the Monthly Operating Report for the period September 12, 2004 through October 31, 2004 for a complete list of financial institution relationships.
EXHIBIT III-F
Sales of De Minimis Assets
The following information is being provided in accordance with the December 15, 2004 Order Authorizing and Approving Procedures for the Sale of De Minimis Assets Pursuant to Section 363 of the Bankruptcy Code.
Date |
Asset Description |
Sales Price |
2/9/05 |
Sale of loading bridges and ancillary equipment (PHL) |
$ 450,000 |
2/15/05 |
Lot Sale Surplus inventory |
32,737 |
2/17/05 |
Surplus Inventory |
29,850 |
2/22/05 |
Sale of loading bridges and ancillary equipment (PHL) |
5,243,206 |
Note:
This listing represents individual sale transactions in excess of $20,000. The Company also received proceeds of $977,400 for a sales transaction that closed in November 2004.
Exhibit III-G
Certifications
Taxes
The undersigned verifies that, to the best of my knowledge, all post-petition tax obligations, including but not limited to, payroll, real property, income, franchise, and other taxes have been paid to the proper taxing authority when due.
Insurance
The undersigned verifies that, to the best of my knowledge, all insurance premiums for the policies listed in Exhibit III-C have been paid to the proper insurance company or broker when due, and that all insurance policies are in force as of February 28, 2005.
Insider Payments
The undersigned verifies that, all payments made to insiders, as defined in 11 U.S.C Section 101 of the U.S. Bankruptcy Code, during the reporting period have been made in the ordinary course of business or in accordance with the provisions of an Order entered by the U.S. Bankruptcy Court.
Date: March 30, 2005
By: /s/ Anita P. Beier________________________
Name: Anita P. Beier _______________________
Title: Senior Vice President-Finance and Controller_
Exhibit IV
Questionnaire |
Yes |
No |
|
1. |
Are any post-petition receivables (accounts, notes, or loans) due from related parties? |
X |
|
|
|
|
|
2. |
Have any payments been made on pre-petition liabilities this reporting period? |
X |
|
|
|
|
|
3. |
Have any post-petition loans been received by the debtors from any party? |
X |
|
|
|
|
|
4. |
Have any pre-petition taxes been paid during the reporting period? |
X |
|
|
|
|
|
5. |
Are any wage payments past due? |
|
X |
If the answer to any of the above questions is "Yes," provide a detailed explanation of each item. Attach additional sheets if necessary.
Question 1
The Debtors, in the ordinary course of business, enter into regular business transactions with subsidiaries and affiliates, which can result in intercompany receivables. These receivables however are eliminated for reporting purposes on a consolidated basis.
Question 2
In accordance with and as authorized by the Bankruptcy Court, the Debtors have made certain payments on pre-petition liabilities.
Question 3
In accordance with an agreement made with a certain creditor, the Debtors have received funds during the current reporting period on a post-petition loan.
Question 4
In accordance with and as authorized by the First Day Orders, the Debtors have made certain payments on pre-petition tax liabilities, including employee taxes, passenger facility charges and other taxes.