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Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 2 of 16 Global Notes: These notes and statements and limitations should be referred to, and reference in connection with, any review of the Monthly Operating Report ("MOR"). 1. Basis of Presentation. The financial and supplemental information contained herein are preliminary, unaudited, and may not comply in all material respects with generally accepted accounting principles in the United States of America ("U.S. GAAP"), there are some underlying accrual issues with the Debtors' historical methods. The financial information has been derived from the books and records of the Debtor. This information however has not been subject to certain procedures that would typically be applied to financial information in accordance with U.S. GAAP and if such procedures were applied, the financial information contained herein could be subject to changes, which could be material. The financial information contained herein is presented on apreliminary and unaudited basis and remains subject to future adjustments. In addition, in preparing the MOR, the Debtor relied on financial data derived from their books and records that was available at the time of preparation. Subsequent information or discovery may result in material changes to the MOR and errors or omissions may exist. Notwithstanding any such discovery new information or errors or omissions the debtor does not undertake any obligation or commitment to update the MOR. 2. Reservation of Rights. The Debtor reserve all rights to ammend or supplmeent the MOR in all aspects as my be necessary or appropriate. Nothing contained in this MOR shall constitute a waiver of the Debtor's rights or an admission with respect to its chapter 11 case. Explanations for certain missing items: Notes to MOR-1 In lieu of bank reconciliations, bank balances and receipts and disbursements are provided. Bank statements and disbursement journals will be provided to the United States Trustee upon request. 1515-GEEnergy Holding Co. LLC does not have any activity. A separate schedule of cash receipts and disbursements, included, shows no cash activity Notes to MOR-2 See note on MOR-2. re: underlying accrual issues and January 2019 financial statements. January 2019 Income Statement is attached as an Exhibit. Notes to MOR-3 See note on MOR-3. re: underlying accrual issues and January 2019 financial statements. January 2019 Balance Sheet is attached as an Exhibit. Notes to MOR-4 See note on MOR-4. re: tax payments and unpaid postpetition debts. Notes to MOR-5 See note on MOR-5. re: billed AR, AR rollforward and tax extensions 3. Disclaimer. This MOR has been signed by Allan Brenner, Chief Financial Officer of Great Eastern Energy Corporation, debtor and debtor-in-possession (the "Debtor"). FORM Disclaimer (02/19)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 3 of 16 (This page reflects activities for BBPC, LLC) SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS Amounts reported should be per the debtor's books, not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed. The amounts reported in the "CURRENT MONTH - ACTUAL" column must equal the sum of the four bank account columns. The amounts reported in the "PROJECTED" columns should be taken from the SMALL BUSINESS INITIAL REPORT (FORM IR-1). Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account. [See MOR-1 (CON'T)] BANK ACCOUNTS CURRENT MONTH CUMULATIVE FILING TO DATE WF Deposit WF Operating Chase Greenlight Chase Petty ACTUAL PROJECTED ACTUAL PROJECTED CASH BEGINNING OF MONTH 549,340.33 108,540.32 80,353.89 8,104.11 746,338.65-746,338.65 - RECEIPTS CREDIT CARD SALES - 52,637.30-52,637.30-52,637.30 - ACCOUNTS RECEIVABLE 13,398,223.05-859,905.71-14,258,128.76-14,258,128.76 - LOANS AND ADVANCES - - - - - - - - SALE OF ASSETS - - - - - - - - RETURNED CHECKS - - - - - - OTHER (ATTACH LIST) - - - - - - - - TRANSFERS (FROM DIP ACCTS) - 1,700,000.00 - - 1,700,000.00 1,700,000.00 Interest - - - 1.46 1.46 1.46 TOTAL RECEIPTS 13,398,223.05 1,752,637.30 859,905.71 1.46 16,010,767.52-16,010,767.52 - DISBURSEMENTS NET PAYROLL & PAYROLL TAXES 164,446.13 34,000.00 - - 198,446.13-198,446.13 - BENEFITS - 41,547.83 - - 41,547.83-41,547.83 - SALES, USE, & OTHER TAXES - 1,334,537.44 - - 1,334,537.44-1,334,537.44 - GAS SUPPLY 1,322,130.76 - - - 1,322,130.76-1,322,130.76 - ELECTRIC SETTLEMENTS 969,371.82 56,111.99 31,011.56-1,056,495.37-1,056,495.37 - PIPELINES 48,489.57 18,254.73 - - 66,744.30-66,744.30 - INSURANCE - - - - - - - - ADMINISTRATIVE - - - - - - - - SELLING, GENERAL, & ADMINISTRATIVE - - - - - - OTHER (ATTACH LIST) - - - - - - - PROFESSIONAL FEES - - - - - - - - OWNER DRAW * - - - - - - TRANSFERS (TO DIP ACCTS) 1,700,000.00 - - - 1,700,000.00 1,700,000.00 - - - - - - - - PROFESSIONAL FEES - - - - - - - - U.S. TRUSTEE QUARTERLY FEES - - - - - - - - COURT COSTS - - - - - - - - TOTAL DISBURSEMENTS 4,204,438.28 1,484,451.99 31,011.56-5,719,901.83-5,719,901.83 - NET CASH FLOW 9,193,784.77 268,185.31 828,894.15 1.46 10,290,865.69-10,290,865.69 - (RECEIPTS LESS DISBURSEMENTS) CASH - END OF MONTH 9,743,125.10 376,725.63 909,248.04 8,105.57 11,037,204.34-11,037,204.34 - * COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE THE FOLLOWING SECTION MUST BE COMPLETED DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT MONTH ACTUAL COLUMN) TOTAL DISBURSEMENTS LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts) TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES *Cash receipts and disbursements reflect cash activity for BBPC, LLC. 1515-GEEnergy Holding Co., LLC has no activity. 5,719,901.83 - - 5,719,901.83 FORM MOR1 (02/19)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 4 of 16 (This page reflects activities for 1515-GEEnergy Holding Co. LLC) SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS Amounts reported should be per the debtor's books, not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed. The amounts reported in the "CURRENT MONTH - ACTUAL" column must equal the sum of the four bank account columns. The amounts reported in the "PROJECTED" columns should be taken from the SMALL BUSINESS INITIAL REPORT (FORM IR-1). Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account. [See MOR-1 (CON'T)] BANK ACCOUNTS CURRENT MONTH CUMULATIVE FILING TO DATE WF Deposit WF Operating Chase Greenlight Chase Petty ACTUAL PROJECTED ACTUAL PROJECTED CASH BEGINNING OF MONTH - - - - - - - - RECEIPTS CREDIT CARD SALES - - - - - - - - ACCOUNTS RECEIVABLE - - - - - - - - LOANS AND ADVANCES - - - - - - - - SALE OF ASSETS - - - - - - - - RETURNED CHECKS - - - - - - - - OTHER (ATTACH LIST) - - - - - - - - TRANSFERS (FROM DIP ACCTS) - - - - - - Interest - - - - - - TOTAL RECEIPTS - - - - - - - - DISBURSEMENTS NET PAYROLL & PAYROLL TAXES - - - - - - - - BENEFITS - - - - - - - - SALES, USE, & OTHER TAXES - - - - - - - - GAS SUPPLY - - - - - - - - ELECTRIC SETTLEMENTS - - - - - - - - PIPELINES - - - - - - - - INSURANCE - - - - - - - - ADMINISTRATIVE - - - - - - - - SELLING, GENERAL, & ADMINISTRATIVE - - - - - - OTHER (ATTACH LIST) - - - - - - - PROFESSIONAL FEES - - - - - - - - OWNER DRAW * - - - - - - TRANSFERS (TO DIP ACCTS) - - - - - - - - - - - - - - PROFESSIONAL FEES - - - - - - - - U.S. TRUSTEE QUARTERLY FEES - - - - - - - - COURT COSTS - - - - - - - - TOTAL DISBURSEMENTS - - - - - - - - NET CASH FLOW - - - - - - - - (RECEIPTS LESS DISBURSEMENTS) CASH - END OF MONTH - - - - - - - - * COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE THE FOLLOWING SECTION MUST BE COMPLETED DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT MONTH ACTUAL COLUMN) TOTAL DISBURSEMENTS LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts) TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES - - - - FORM MOR1 (02/19)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 5 of 16 BANK BALANCES Continuation Sheet for MOR-1 Name Bank Account Name Bank Account 1/31/19 Balance 2/28/18 Balance BBPC LLC DBA Great Eastern Energy Co Wells Fargo BBPC LLC Operating Account xxx6638 737,889.69 376,725.63 BBPC LLC DBA Great Eastern Energy Co Wells Fargo BBPC LLC Deposit Account xxx8700 349,362.55 9,743,125.10 Chase Green Light Account JPMorgan Chase Chase Green Light Account xxx2553 592,610.46 909,248.04 Chase Petty Cash Account JPMorgan Chase Chase Petty Cash Account xxx5575 8,104.11 8,105.57 Total Debtor Accounts 1,687,966.81 11,037,204.34 *The bank balacnces on this page reflect a summary of actual bank statements. As of February 28, 2019, there was no outstanding postpetition check float. FORM MOR-1a (02/19)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 6 of 16 BANK BALANCES Continuation Sheet for MOR-1 Name Bank Account Name Bank Account 1/31/19 Balance Feb Debits Feb Credits 2/28/18 Balance BBPC LLC DBA Great Eastern Energy Co Wells Fargo BBPC LLC Operating Account xxx6638 737,889.69 2,200,092.20 1,838,928.14 376,725.63 BBPC LLC DBA Great Eastern Energy Co Wells Fargo BBPC LLC Deposit Account xxx8700 349,362.55 14,096,076.79 23,489,839.34 9,743,125.10 Chase Green Light Account JPMorgan Chase Chase Green Light Account xxx2553 592,610.46 872,722.44 1,189,360.02 909,248.04 Chase Petty Cash Account JPMorgan Chase Chase Petty Cash Account xxx5575 8,104.11-1.46 8,105.57 Total Debtor Accounts 1,687,966.81 17,168,891.43 26,518,128.96 11,037,204.34 *The bank balacnces on this page reflect a summary of actual bank statements. As of February 28, 2019, there was no outstanding postpetition check float. FORM MOR-1b (04/07)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 7 of 16 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID This schedule is to include all retained professional payments from case inception to current month. Payee Period Covered Amount Approved Check Amount Paid Year-To-Date Payor Number Date Fees Expenses Fees Expenses *No postpetition professional fees paid as of February 28, 2019 FORM MOR-1b (04/07)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 8 of 16 STATEMENT OF OPERATIONS (Income Statement) The Debtor financial statements are not GAAP compliant and have underlying accrual issues. Current financial statements were prepared consistent with previous methods. The Statement of Operations is currently not available for February 2019. The Statement of Operations below reflects January 2019. Cash Beginning of Month Cumulative Month Filing to Date RECEIPTS Gas Sales 11,651,477.40 11,651,477.40 Electric Sales 22,044,121.68 22,044,121.68 Unbilled Change - Gas 113,945.00 113,945.00 Unbilled Change - Electric -3,988,192.00-3,988,192.00 Electric Commissions 531.93 531.93 Net Revenue 29,821,884.01 29,821,884.01 COST OF GOODS SOLD Gas Purchases 8,985,377.60 8,985,377.60 Electric REC Purchases 2,751,738.00 2,751,738.00 Electric ZEC Purchases 100,183.71 100,183.71 Electric Purchasers 12,706,705.77 12,706,705.77 Electric Charges 1,839,131.71 1,839,131.71 Utility Charges 910,726.12 910,726.12 NY Utility Charges - Other -15,821.27-15,821.27 Transportation Costs 2,435,058.42 2,435,058.42 Beginning Gas Inventory 1,580,734.87 1,580,734.87 Ending Gas Inventory -801,366.93-801,366.93 Cost of Goods Sold 30,492,468.00 30,492,468.00 Gross Profit -670,583.99-670,583.99 OPERATING EXPENSES Salaries/Commissions/Fees 1,825,910.23 1,825,910.23 Advertising 25,332.26 25,332.26 Employee Benefits Programs 97,305.39 97,305.39 Legal 22,868.70 22,868.70 Insider Compensation* 34,000.00 34,000.00 Insurance 28,882.88 28,882.88 Postage Expense 536.24 536.24 Office Expense 19,090.16 19,090.16 Telephone 1,779.96 1,779.96 Repairs and Maintenance 1,126.23 1,126.23 Rent and Lease Expense 32,131.07 32,131.07 Equipment Rentals and Leases 910.26 910.26 Taxes - Payroll 43,004.84 43,004.84 Vehicle Expense 1,751.77 1,751.77 Bank Charges and Credit Card Fees 4,502.17 4,502.17 Travel and Entertainment 20,883.85 20,883.85 Utilities 1,872.16 1,872.16 Computer Expenses 236,926.42 236,926.42 Collection Expenses 246,505.74 246,505.74 Consulting Fees 29,718.33 29,718.33 Total Operating Expenses Before Depreciation 2,675,038.66 2,675,038.66 Depreciation/Depletion/Amortization 8,000.00 8,000.00 Net Profit (Loss) Before Other Income & Expenses -3,353,622.65-3,353,622.65 OTHER INCOME AND EXPENSES Interest Income 0.00 0.00 Letters of Credit Fees 0.00 0.00 Interest Expense -2,430.56-2,430.56 Net Profit (Loss) Before Reorganization Items -3,356,053.21-3,356,053.21 REORGANIZATION ITEMS Professional Fees 0.00 0.00 U. S. Trustee Quarterly Fees 0.00 0.00 Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet) 0.00 0.00 Gain (Loss) from Sale of Equipment 0.00 0.00 Other Reorganization Expenses (attach schedule) 0.00 0.00 Total Reorganization Expenses 0.00 0.00 Income Taxes -52.26-52.26 Net Profit (Loss) -3,356,000.95-3,356,000.95 *Statement of Operations reflects activities for BBPC, LLC. 1515-GEEnergy Holding Co., LLC does not have any independent activity. *"Insider" is defined in 11 U.S.C. Section 101(31). FORM MOR-2 (04/07)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 9 of 16 BALANCE SHEET The Debtor financial statements are not GAAP compliant and have underlying accrual issues. Current financial statements were prepared consistent with previous methods. At this time, pre-petition liabilities have not been separated from postpetition obligations. However, estimates of postpetition accruals are reflected on MOR-4. The Balance Sheet for February 2019 is currently not available. The book value below reflects the values available on the January 2019 Balance Sheet. BOOK VALUE AT END OF BOOK VALUE ON CURRENT REPORTING MONTH PETITION DATE Cash and Petty Cash 673,425.98 673,425.98 Receivables 34,492,516.43 34,492,516.43 Unbilled Accounts Receivable 21,051,484.00 21,051,484.00 Allowance for Doubtful Accounts (450,000.00) (450,000.00) Natural Gas Inventory 801,366.93 801,366.93 Prepaid Expenses 1,418,854.64 1,418,854.64 Deferred Tax Asset 59,000.00 59,000.00 Deposits - Utilities 66,200.00 66,200.00 TOTAL CURRENT ASSETS $ 58,112,847.98 $ 58,112,847.98 PROPERTY AND EQUIPMENT Furniture, Fixtures and Office Equipment 623,797.13 623,797.13 Leasehold Improvements 1,699,956.78 1,699,956.78 Computers & Equipment 271,026.44 271,026.44 Less Accumulated Depreciation (2,058,933.57) (2,058,933.57) TOTAL PROPERTY & EQUIPMENT $ 535,846.78 $ 535,846.78 OTHER ASSETS Loans to Insiders* 2,883,086.00 2,883,086.00 Purchase of Client Accounts 494,115.46 494,115.46 Accumulated Amortization - Client Accounts (494,115.46) (494,115.46) Security Deposits 60,270.75 60,270.75 Other Assets - - TOTAL OTHER ASSETS $ 2,943,356.75 $ 2,943,356.75 TOTAL ASSETS $ 61,592,051.51 $ 61,592,051.51 BOOK VALUE AT END OF BOOK VALUE ON LIABILITIES AND OWNER EQUITY CURRENT REPORTING MONTH PETITION DATE LIABILITIES Trade Payables 7,535,261.83 7,535,261.83 Accrued REC Obligations 25,353,963.00 25,353,963.00 Accrued Expenses 563,927.68 563,927.68 Macquarie Payable 21,581,059.02 21,581,059.02 Sales Tax Payaable (236,277.64) (236,277.64) Macquarie Note Payable 33,600,000.00 33,600,000.00 Fima Note Payable 656,250.00 656,250.00 Other Liabilities - - TOTAL LIABILITIES $ 89,054,183.89 $ 89,054,183.89 TOTAL LIABILITIES $ 89,054,183.89 $ 89,054,183.89 OWNER EQUITY Capital Stock 4,330,651.38 4,330,651.38 2018 Earnings (28,436,730.55) (28,436,730.55) Year-to-date Earnings (3,356,053.21) (3,356,053.21) NET OWNER EQUITY $ (27,462,132.38) $ (27,462,132.38) TOTAL LIABILITIES AND OWNERS' EQUITY $ 61,592,051.51 $ 61,592,051.51 *Balance Sheet is for BBPC, LLC. 1515-GEEnergy Holding Co., LLC is a holding company that holds nothing more than interest in BBPC, LLC. *January Balance sheet does not include a breakout of pre- and postpetition liabilities. *"Insider" is defined in 11 U.S.C. Section 101(31). FORM MOR-3 (04/07)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 10 of 16 STATUS OF POSTPETITION TAXES The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero. Attach photocopies of IRS Form 6123 or payment receipt to verify payment or deposit of federal payroll taxes. Attach photocopies of any tax returns filed during the reporting period. Beginning Amount Ending Tax Withheld or Amount Date Check No. Tax Liability Accrued Paid Paid or EFT Liability Federal Withholding 71,082.72 FICA-Employee 31,744.36 FICA-Employer 31,744.36 Unemployment Income Other: FUTA 296.59 Total Federal Taxes 134,868.03 State and Local Withholding 25,315.87 Sales NJ Sales Tax 400,000.00 MA Sales Tax 363,256.00 NYC Sales Tax 71,281.44 NYS Sales Tax 500,000.00 CT Sales Tax 35,968.00 Excise Unemployment 3,893.64 Real Property Personal Property Other: Payroll Taxes 2,186.45 Total State and Local 1,401,901.40 Total Taxes 0 1,536,769.43 0 0 *Amount reflects tax disbursements for the full month of February. SUMMARY OF UNPAID POSTPETITION DEBTS Attach aged listing of accounts payable. Number of Days Past Due Current 0-30 31-60 61-90 Over 90 Total Electric Settlements 1,382,393.00 1,382,393.00 Gas Supply (Imbalance) 1,900,000.00 1,900,000.00 Payroll, Taxes & Benefits 475,000.00 475,000.00 KEIP 203,650.00 203,650.00 Sales Tax 1,911,125.00 1,911,125.00 Gas Pipeline Invoices 2,166,451.00 2,166,451.00 Commissions 1,780,882.00 1,780,882.00 Other/SGA 160,000.00 160,000.00 Professional Fees 686,000.00 686,000.00 Total Postpetition Debts 10,665,501.00 - - - - 10,665,501.00 *Unpaid postpetition debts are based on the accrual estimates in the cash collateral budget. Explain how and when the Debtor intends to pay any past-due postpetition debts. *"Insider" is defined in 11 U.S.C. Section 101(31). FORM MOR-4 (04/07)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 11 of 16 ACCOUNTS RECEIVABLE RECONCILIATION AND AGING Accounts Receivable Reconciliation Amount Total Accounts Receivable at the beginning of the reporting period - + Amounts billed during the period - - Amounts collected during the period - Total Accounts Receivable at the end of the reporting period - Accounts Receivable Aging Amount 0-30 days old 28,635,074.39 31-60 days old 7,894,816.05 61-90 days old 1,459,964.18 91+ days old 2,587,853.46 Total Accounts Receivable 40,577,708.08 Amount considered uncollectible (Bad Debt) Accounts Receivable (Net) 40,577,708.08 *Accounts Receivable roll forward is not available at this time. *Accounts Receivable only reflects billed accounts receivable and does not reflect unbilled accounts receivable. DEBTOR QUESTIONNAIRE Must be completed each month 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 postpetition tax returns been timely filed? If no, provide an explanation below. X 4. Are workers compensation, general liability and other necessary insurance X coverages in effect? If no, provide an explanation below. 5. Has any bank account been opened during the reporting period? If yes, provide X 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. *Debtor has filed all local, state and federal tax returns on time through February. Debtor filed for an extension on its partnership tax return originally due on April 15, 2019. FORM MOR-5 (04/07)
Case 19-10303-KJC Doc 147 Filed 04/08/19 Page 12 of 16 January 2019 Financial Statements FORM MOR-5 (04/07)
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