LOCAL Corp - FORM 8-K - EX-99.1

LOCAL Corp - FORM 8-K - EX-99.1 - December 21, 2015

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Attached files

LOCAL Corp Reports

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8-K - FORM 8-K - LOCAL Corp	d102440d8k.htm

Exhibit 99.1

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

I. CASH RECEIPTS AND DISBURSEMENTS

A. (GENERAL ACCOUNT*)


1. TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS		9,222,501.11


2. LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS		6,859,935.77



3. BEGINNING BALANCE:		2,362,565.34


4. RECEIPTS DURING CURRENT PERIOD:
Accounts Receivable - Post-filing

Accounts Receivable - Pre-filing	5,062,956.89

General Sales

Other (Specify)

**Other (Specify)



TOTAL RECEIPTS THIS PERIOD:		5,062,956.89



5. BALANCE:		7,425,522.23


6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD

Transfers to Other DIP Accounts (from page 2)	0.00

Disbursements (from page 2)	3,324,206.16



TOTAL DISBURSEMENTS THIS PERIOD:***		3,324,206.16



7. ENDING BALANCE:		4,101,316.07


8. General Account Number(s):	XXXXX1477



Depository Name & Location:	Wells Fargo

*	All receipts must be deposited into the general account.

**	Include receipts from the sale of any real or personal property out of the ordinary course of business; attach an exhibit specifying what was sold, to whom, terms, and date of Court Order or Report of Sale.

***	This amount should be the same as the total from page 2.

Page 1 of 10

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

GENERAL ACCOUNT

BANK RECONCILIATION

Bank statement Date:

11/30/2015

Balance on Statement:

4,101,316.07

Plus deposits in transit (a):

Deposit Date

Deposit Amount

TOTAL DEPOSITS IN TRANSIT

0.00

Less Outstanding Checks (a):

Check Number

Check Date

Check Amount

TOTAL OUTSTANDING CHECKS:

0.00

Bank statement Adjustments:

Explanation of Adjustments-

ADJUSTED BANK BALANCE:

4,101,316.07

*	It is acceptable to replace this form with a similar form

**	Please attach a detailed explanation of any bank statement adjustment

Page 2 of 10

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

I. CASH RECEIPTS AND DISBURSEMENTS

C. (Merchant Account)


1. TOTAL RECEIPTS PER ALL PRIOR MERCHANT ACCOUNT REPORTS		$	4,679,457.53


2. LESS: TOTAL DISBURSEMENTS PER ALL PRIOR Merchant ACCOUNT REPORTS		$	4,679,457.53



3. BEGINNING BALANCE:		$	0.00


4. RECEIPTS DURING CURRENT PERIOD: (Transferred from General Account)		$	1,929,884.72



5. BALANCE:		$	1,929,884.72



6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:***		$	1,929,884.72



7. ENDING BALANCE:		$	0.00


8. Merchant Account Number(s):	XXX0049



Depository Name & Location:	Square 1 Merchant Account

Page 3 of 10

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:

(Provide a copy of monthly account statements for each of the below)


		General Account:	$	4,101,316.07

		Payroll Account:	$	0.00

		Tax Account:	$	0.00

*Other Accounts:		Merchant Account	$	0.00





*Other Monies:

		**Petty Cash (from below):	$	0.00



TOTAL CASH AVAILABLE:					$	4,101,316.07

Petty Cash Transactions:

Date	Purpose		Amount






































TOTAL PETTY CASH TRANSACTIONS:						0.00

*	Specify the Type of holding (e.g. CD, Savings Account, Investment Security), and the depository name, location & account#

**	Attach Exhibit Itemizing all petty cash transactions

Page 4 of 10

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

II. STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS


Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due






































TOTAL DUE:					0.00

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:


Gross Sales Subject to Sales Tax:

Total Wages Paid:			465,460.75


	Total Post-Petition Amounts Owing		Amount Delinquent		Date Delinquent Amount Due
Federal Withholding		75,776.55

State Withholding		26,113.49

FICA- Employer’s Share		13,388.30

FICA- Employee’s Share		13,388.30

Federal Unemployment

Sales and Use

Real Property

Other:

TOTAL:		128,666.64		0.00

Page 5 of 10

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

IV. AGING OF ACCOUNTS PAYABLE AND RECEIVABLE


	*Accounts Payable		Accounts Receivable
	Post-Petition		Pre-Petition		Post-Petition
30 days or less		2,554,462.35				2,552,278.43

31 - 60 days						606.02

61 - 90 days						221,497.06

91 - 120 days				322,454.56

Over 120 days				937,366.24

TOTAL:		2,554,462.35		1,259,820.80		2,774,381.51

V. INSURANCE COVERAGE

Name of Carrier

Amount of
Coverage

Policy Expiration
Date

Premium Paid
Through (Date)

General Liability

Hartford

3,000,000.00

10/18/2016

Full Paid

Worker’s Compensation

One Beacon

1,000,000.00

4/10/2016

Full Paid

Casualty

Hartford

5,764,000.00

10/18/2016

Full Paid

Vehicle

Hartford

1,000,000.00

10/18/2016

Full Paid

Others:

VI. UNITED STATES TRUSTEE QUARTERLY FEES

(TOTAL PAYMENTS)


Quarterly Period Ending (Date)	Total Disbursements		Quarterly Fees		Date Paid		Amount Paid		Quarterly Fees Still Owing
30-Jun-2015		256,888.91		1,625.00		1-Aug-2015		1,950.00		(325.00	)

30-Sep-2015		5,102,390.35		13,000.00		2-Nov-2015		12,675.00		325.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

				14,625.00				14,625.00		0.00

Post-Petition Accounts Payable SHOULD NOT include professionals’ fees and expenses which have been incurred but not yet awarded by the court. Post-Petition Accounts Payable SHOULD include professionals’ fees and expenses authorized by Court Order but which remain unpaid as of the close of the period report

Page 6 of 10

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider

Date of Order
Authorizing
Compensation

*Authorized Gross Compensation

Gross
Compensation Paid
During the Month

Ken Cragun

7/6/2015

31,748.00

Scott Reinke

7/6/2015

30,806.73

Fred Thiel

7/6/2015

49,928.07

Payment of post-petition accrual of unpaid vacation:

Ken Cragun

10,952.61

Scott Reinke

9,596.41

Fred Thiel

14,516.76

VIII. SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS


Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month

*	Please indicate how compensation was identified in the order (e.g. $1,000/week, $2,500/month)

Page 7 of 10

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)


	Current Month			Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue		2,292,415			11,937,119

Less: Returns/Discounts

Net Sales/Revenue		2,292,415			11,937,119


Cost of Goods Sold:
Beginning Inventory at cost

TAC		2,147,159			9,994,600

Less: Ending Inventory at cost

Cost of Goods Sold (COGS)		2,147,159			9,994,600



Gross Profit		145,256			1,942,519


Other Operating Income (Itemize)


Operating Expenses:

Payroll - Insiders		88,667			374,820

Payroll - Other Employees		492,307			1,928,941

Payroll Taxes		44,445			176,238

Benefits		60,932			258,071

Connectivity & Content		93,746			460,885

Credit Card Fees		2,650			49,284

Other Taxes (Itemize)					0

Depreciation and Amortization		343,195			1,442,651

Rent Expense - Real Property		65,167			145,450

Lease Expense - Personal Property		8,510			28,477

Insurance		6,403			27,409

Real Property Taxes					0

Telephone, Utilities, Office Expense		33,029			207,106

Repairs and Maintenance		4,977			33,267

Travel and Entertainment (Itemize)		0			0

Consulting		47,504			90,704

Advertising and Marketing		0			105,775

Miscellaneous Operating Expenses (Itemize)		0.00			0

Total Operating Expenses		1,291,532			5,329,077



Net Gain/(Loss) from Operations		(1,146,276	)		(3,386,558	)


Non-Operating Income:
Interest Income		0			0

Net Gain on Sale of Assets (Itemize)		0			0

Other (Itemize)-Impairment of goodwill and intangbiles		(18,490,134	)		(18,490,134	)

Total Non-Operating income		(18,490,134	)		(18,490,134	)


Non-Operating Expenses:
Interest Expense

Legal and Professional (Itemize) - Winthrop Couchot		151,797			455,377

Stock Compensation		45,096			135,288

Other (Itemize)

Total Non-Operating Expenses		196,893			590,665



NET INCOME/(LOSS)		(19,833,303	)		(22,467,357	)

(Attach exhibit listing all itemizations required above)

Page 8 of 10

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)


	Current Month End
ASSETS
Current Assets:

Unrestricted Cash		4,101,316.07

Restricted Cash		0.00

Accounts Receivable		4,034,202.31

Inventory		0.00

Notes Receivable		0.00

Prepaid Expenses		824,833.00

Other (Itemize)

Total Current Assets				8,960,351.38


Property, Plant, and Equipment		22,678,977.00

Accumulated Depreciation/Depletion		(20,958,605.00	)

Net Property, Plant, and Equipment				1,720,372.00


Other Assets (Net of Amortization):
Due from Insiders		0.00

Goodwill		0.00

Intangible Assets		1,399,628.00

Deposits		60,005.00

Other (Itemize)		0.00

Total Other Assets				1,459,633.00



TOTAL ASSETS				12,140,356.38


LIABILITIES

Post-petition Liabilities:

Accounts Payable		2,554,462.35

Taxes Payable		0.00

Notes Payable		0.00

Professional fees		0.00

Secured Debt		0.00

Other (Itemize)

Total Post-petition Liabilities				2,554,462.35


Pre-petition Liabilities:
Secured Liabilities		2,130,065.96

Priority Liabilities		162,082.23

Unsecured Liabilities		26,404,640.72

Deferred Revenue		112,462.00

Total Pre-petition Liabilities				28,809,250.91



TOTAL LIABILITIES				31,363,713.26


EQUITY:
Pre-petition Owners’ Equity		3,244,000.49

Post-petition Profit/(Loss)		(22,467,357.37	)

Direct Charges to Equity		0.00

TOTAL EQUITY				(19,223,356.88	)



TOTAL LIABILITIES & EQUITY				12,140,356.38

				(0.00	)

Page 9 of 10

Case 8:15-bk-13153-SC Doc 275 Filed 12/17/15 Entered 12/17/15 16:46:28 Desc

XI. QUESTIONNAIRE


		No	Yes

1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court? If “Yes”, explain below:	x	¨



		No	Yes

2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization? If “Yes”, explain below:	x	¨



3.	State what progress was made during the reporting period toward filing a plan of reorganization Held a Section 363 auction and hearing to confirm auction results

4.	Describe potential future developments which may have a significant impact on the case: Asset Purchase Agreement closed with Media.net on December 1, 2015

5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.

		No	Yes

6.	Did you receive any exempt income this month, which is not set forth in the operating report? If “Yes”, please set forth the amounts and sources of the income below.	¨	¨



I,	Kenneth S. Cragun, Chief Financial Officer, declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.


12/17/15				/s/ Kenneth S. Cragun
Date				Principal for debtor-in-possession

Page 10 of 10

CHAPTER 11 (BUSINESS)

Local Corporation,

Case Number:

8:15-bk-13153 SC

dba Local.Com Corporation,

Operating Report Number:

Debtor(s).

For the Month Ending: