Case 15-12080-KG Doc 790 Filed 06/20/16 Page 1 of 14 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month Submit copy of report to any official committee appointed in the case. Document Explanation Affidavit/Supplement REQUIRED DOCUMENTS Form No. Attached Attached Attached Schedule of Cash Receipts and Disbursements MOR-1 X Bank Reconciliation (or copies of debtor's bank reconciliations) MOR-1a X Schedule of Professional Fees Paid MOR-1b X Copies of bank statements X Cash disbursements journals X Statement of Operations MOR-2 X Balance Sheet MOR-3 X Status of Postpetition Taxes MOR-4 X Copies of IRS Form 6123 or payment receipt X Copies of tax returns filed during reporting period X Summary of Unpaid Postpetition Debts MOR-4 X Listing of aged accounts payable X Accounts Receivable Reconciliation and Aging MOR-5 X Debtor Questionnaire MOR-5 X 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 Debtor Date Signature of Joint Debtor Date June 14, 2016 Signature of Authorized Individual* Date Laura Kendall Deputy Restructuring Officer Malibu Lighting Corporation *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. FORM MOR
Case 15-12080-KG Doc 790 Filed 06/20/16 Page 2 of 14 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)] ($000) BANK ACCOUNTS CURRENT MONTH CUMULATIVE FILING TO DATE OPER. PAYROLL DEPOSITORY COLLATERAL ACTUAL PROJECTED ACTUAL PROJECTED CASH BEGINNING OF MONTH 24 - - 582 606 564 1,095 1,096 RECEIPTS CASH SALES - - - - - - 0 - ACCOUNTS RECEIVABLE - - 40-40 - 1,075 1,566 LOANS AND ADVANCES - - - - - - - - SALE OF ASSETS - - - - - 181 128 928 OTHER (ATTACH LIST) - - - - - - - - TRANSFERS OF LIQUIDATION PROCEEDS - - - - - - 723 - ACCOUNT TRANSFERS 95 - (40) (55) - - - - TOTAL RECEIPTS 95-0 (55) 40 181 1,926 2,494 DISBURSEMENTS NET PAYROLL - - - - - - 96 89 CONTRACT LABOR 16 - - - 16 18 60 82 SALES, USE, & OTHER TAXES - - - - - - 13 20 INVENTORY PURCHASES - - - - - - - - SECURED/ RENTAL/ LEASES 8 - - - 8-53 48 INSURANCE - - - - - - 20 48 ADMINISTRATIVE 15 - - - 15 8 211 242 SELLING - - - - - - - - OTHER (ATTACH LIST) 7-0 - 8 660 1,272 2,191 - OWNER DRAW * - - - - - - - - TRANSFERS (TO DIP ACCTS) - - - - - - - - - PROFESSIONAL FEES 42 - - - 42 58 732 871 U.S. TRUSTEE QUARTERLY FEES 5 - - - 5-11 - COURT COSTS - - - - - - - - TOTAL DISBURSEMENTS 93-0 - 94 745 2,468 3,590 NET CASH FLOW 1 - - (55) (54) (564) (542) (1,096) (RECEIPTS LESS DISBURSEMENTS) CASH - END OF MONTH 25 - - 527 553 0 553 0 * 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 94 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 94 FORM MOR-1 Other Disbursements Utilities 4 4 4 29 36 Utility Deposits - - 4 4 Travel - 1-8 Domestic Freight 0 0-3 8 Interest / Bank Chg 1 0 2 45 153 123 Other 2 2 4 11 37 Term Loan Payments - - 472 568 Revolving Loan Payments - 607 600 1,407 Total 7-0 - 8 660 1,272 2,191
Case 15-12080-KG Doc 790 Filed 06/20/16 Page 3 of 14 MALIBU LIGHTING CORPORATION Case No. 15-12080 Reporting Period: April 2016 CASH DISBURSEMENTS JOURNAL FOR PERIOD 04/01/16 TO 04/30/16 100.0 Cash 100.1 Operating Account Date Transaction Type Num Name Amount 04/01/2016 Bill Payment (Check) 5439 ATTALA COUNTY, MISSISSIPPI -7,764.37 Rent 04/01/2016 Bill Payment (Check) 5440 KOSCIUSKO WATER & LIGHT PLANT -179.36 Utilities 04/04/2016 Bill Payment (Check) 5444 TURNER, JOHNNY -1,075.00 Contract 04/04/2016 Bill Payment (Check) 5441 ALLEN, RHONDA -1,150.00 Contract 04/04/2016 Bill Payment (Check) 5442 CULLEN, BILL -1,311.50 Contract 04/04/2016 Bill Payment (Check) 5443 THOMPSON, SMITH -1,050.00 Contract 04/07/2016 Wire PACHULSKI STANG ZIEHL -14,000.00 Professional 04/07/2016 Check 5446 GRENADA PAPER CO. -24.50 Office 04/11/2016 Bill Payment (Check) 5448 CULLEN, BILL -1,720.00 Contract 04/11/2016 Bill Payment (Check) 5450 TURNER, JOHNNY -1,000.00 Contract 04/11/2016 Bill Payment (Check) 5447 ALLEN, RHONDA -1,000.00 Contract 04/11/2016 Bill Payment (Check) 5449 THOMPSON, SMITH -1,000.00 Contract 04/12/2016 Bill Payment (Check) 5452 WASTE MANAGEMENT -342.96 Other 04/12/2016 Bill Payment (Check) 5451 ENTERGY MISSISSIPPI, INC. -3,801.10 Utilities 04/13/2016 Debit COMERICA BANK -1,326.23 Bank charges 04/15/2016 Wire PACHULSKI STANG ZIEHL -14,000.00 Professional 04/18/2016 Bill Payment (Check) 5455 THOMPSON, SMITH -750.00 Contract 04/18/2016 Bill Payment (Check) 5456 TURNER, JOHNNY -750.00 Contract 04/18/2016 Bill Payment (Check) 5453 ALLEN, RHONDA -750.00 Contract 04/18/2016 Bill Payment (Check) 5454 CULLEN, BILL -1,290.00 Contract 04/20/2016 Wire PACHULSKI STANG ZIEHL -14,000.00 Professional 04/22/2016 Wire THE BRINKMANN CORP -15,000.00 Administrative 04/25/2016 Bill Payment (Check) 5457 ALLEN, RHONDA -750.00 Contract 04/25/2016 Bill Payment (Check) 5460 TURNER, JOHNNY -750.00 Contract 04/25/2016 Bill Payment (Check) 5459 THOMPSON, SMITH -750.00 Contract 04/25/2016 Bill Payment (Check) 5458 CULLEN, BILL -1,290.00 Contract 04/28/2016 Bill Payment (Check) 5463 UNITED PARCEL SERVICE -135.65 Freight 04/28/2016 Bill Payment (Check) 5462 TYCO INTEGRATED SECURITY LLC -107.00 Other 04/28/2016 Bill Payment (Check) 5465 WASTE MANAGEMENT -992.90 Other 04/28/2016 Bill Payment (Check) 5464 UNITED STATES TRUSTEE PAYMENT CENTER -4,875.00 UST 04/28/2016 Bill Payment (Check) 5461 ADP, INC. -448.08 Office Total for 100.1 Operating Account -$ 93,383.65 100.2 Depository Account 04/20/2016 Expense COMERICA BANK -250.00 Bank charges Total for 100.2 Depository Account -$ 250.00
Case 15-12080-KG Doc 790 Filed 06/20/16 Page 4 of 14 BANK RECONCILIATIONS Continuation Sheet for MOR-1 A bank reconciliation must be included for each bank account. The debtor's bank reconciliation may be substituted for this page. Operating Payroll Depository Collateral ***6466 ***8741 ***8758 ***3896 BALANCE PER BOOKS 25 - - 527 BANK BALANCE 39 - - 527 (+) DEPOSITS IN TRANSIT (ATTACH LIST) - (-) OUTSTANDING CHECKS (ATTACH LIST) (14) OTHER (ATTACH EXPLANATION) - ADJUSTED BANK BALANCE * 25 - - 527 * Adjusted bank balance must equal balance per books DEPOSITS IN TRANSIT Date Amount Date Amount Date Amount Date Amount CHECKS OUTSTANDING Ck. # Amount Ch. # Amount Ck. # Amount Ck. # Amount 5415 1 5432 1 5449 1 5453 1 5454 1 5455 1 5457 1 5459 1 5461 0 5462 0 5463 0 5464 5 5465 1 14 OTHER FORM MOR-1 (CON'T)
Case 15-12080-KG Doc 790 Filed 06/20/16 Page 5 of 14 In re: Outdoor Malibu Lighting Corporation Case No. 15-12080 Reporting Period: April 2016 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID This schedule is to include all retained professional payments from case inception to current month (Values in $'000s) Amount Check Amount Paid Year-To-Date Payee Period Covered Approved Payor Number Date Fees Expenses Fees Expenses BDO January 24 MLC professional fee escrow wire transfer 4/11/2016 24 0 50 1 Jackson Walker - lender counsel 25 0 Aurora Management Partners 72 6 Kurtzman Carson Consultants - 11 Pachulski Stang Ziehl & Jones LLP 91 3 Blank Rome 4 1 Lowenstein Sandler LLP 39 0
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Case 15-12080-KG Doc 790 Filed 06/20/16 Page 7 of 14 STATEMENT OF OPERATIONS (Income Statement) The Statement of Operations is to be prepared on an accrual basis. The accrual basis of accounting recognizes revenue when it is realized and expenses when they are incurred, regardless of when cash is actually received or paid. Cumulative REVENUES Month Filing to Date Gross Revenues - 739 Less: Returns and Allowances 1 (248) Less: Freight - (3) Net Revenue (1) 990 COST OF GOODS SOLD Material - 676 Labor - - Burden - 12 Freight In - 4 Other Inventory Adjustments - 2,769 Total Cost of Goods Sold - 3,462 Gross Profit (1) (2,472) OPERATING EXPENSES Advertising - 1 Auto and Truck Expense - - Bad Debts - (12) Bank Charges 2 26 Contributions - - Employee Benefits Programs - 6 Insider Compensation* - - Insurance - 27 Intercompany Expense 15 225 Management Fees/Bonuses - - Office Expense 0 10 Pension & Profit-Sharing Plans - - Product Liability Claims - - Repairs and Maintenance - 2 Rent and Lease Expense 8 44 Salaries/Commissions/Fees 17 103 Supplies - - Taxes - Payroll - 26 Taxes - Real Estate & Personal Property - 5 Taxes - Other - (1) Travel and Entertainment - 0 Utilities 3 27 Other (attach schedule) - 15 Total Operating Expenses Before Depreciation 45 504 Depreciation/Depletion/Amortization - 84 Net Profit (Loss) Before Other Income & Expenses (46) (3,060) OTHER INCOME AND EXPENSES Other Income (attach schedule) - - Interest Expense - 122 Other Expense (attach schedule) - 359 Net Profit (Loss) Before Reorganization Items (46) (3,541) REORGANIZATION ITEMS Professional Fees 42 736 U. S. Trustee Quarterly Fees 5 11 Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet) - - Gain (Loss) from Sale of Equipment - - Other Reorganization Expenses (attach schedule) - - Total Reorganization Expenses 47 747 Income Taxes (31) (1,473) Net Profit (Loss) (62) (2,814) *"Insider" is defined in 11 U.S.C. Section 101(31). FORM MOR-2
Case 15-12080-KG Doc 790 Filed 06/20/16 Page 8 of 14 STATEMENT OF OPERATIONS - continuation sheet Cumulative BREAKDOWN OF "OTHER" CATEGORY Month Filing to Date Other Costs Other Inventory Adjustment - increases in inventory reserves offset by adjustment to record pre-petition payables net of inventory held in bonded storage for which the debtor does not have title - 2,945 Other Operational Expenses Misc Payroll Expense -Payroll and vacation accrual true up - 10,500 Royalties - 5% of sales due JBBI - 6,123 Late Fees - Payable to UPS - 99 Miscellaneous - True up of unprocessed cash receipts - (1,180) Other Income Other Expenses Write off remaining fixed assets - 359 Other Reorganization Expenses Reorganization Items - Interest Earned on Accumulated Cash from Chapter 11: Interest earned on cash accumulated during the chapter 11 case, which would not have been earned but for the bankruptcy proceeding, should be reported as a reorganization item. FORM MOR-2 (CON'T)
Case 15-12080-KG Doc 790 Filed 06/20/16 Page 9 of 14 BALANCE SHEET The Balance Sheet is to be completed on an accrual basis only. Pre-petition liabilities must be classified separately from postpetition obligations. BOOK VALUE AT END OF BOOK VALUE ON ASSETS CURRENT REPORTING MONTH PETITION DATE CURRENT ASSETS Unrestricted Cash and Equivalents 553 1,094 Restricted Cash and Cash Equivalents (see continuation sheet) Accounts Receivable (Net) 692 Notes Receivable Inventories 6 7,231 Prepaid Expenses 4 3 Professional Retainers 100 100 Other Current Assets (attach schedule) 38 TOTAL CURRENT ASSETS 663 9,158 PROPERTY AND EQUIPMENT Real Property and Improvements Machinery and Equipment 1,915 Furniture, Fixtures and Office Equipment 174 Leasehold Improvements 7 Vehicles Less Accumulated Depreciation (1,653) TOTAL PROPERTY & EQUIPMENT - 443 OTHER ASSETS Loans to Insiders* Due from Affiliate 33,208 31,701 Other Assets (attach schedule) TOTAL OTHER ASSETS 33,208 31,701 TOTAL ASSETS 33,871 41,302 BOOK VALUE AT END OF BOOK VALUE ON LIABILITIES AND OWNER EQUITY CURRENT REPORTING MONTH PETITION DATE LIABILITIES NOT SUBJECT TO COMPROMISE (Postpetition) Accounts Payable 4 Taxes Payable (refer to FORM MOR-4) 4 Wages Payable 23 Notes Payable Rent / Leases - Building/Equipment Secured Debt / Adequate Protection Payments Accrued Professional Fees Amounts Due to Insiders* Due to Affiliate 19,304 19,058 Other Postpetition Liabilities (attach schedule) 16 TOTAL POSTPETITION LIABILITIES 19,309 19,100 LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition) Secured Debt 4,010 5,082 Priority Debt Unsecured Debt 4,823 8,576 TOTAL PRE-PETITION LIABILITIES 8,833 13,658 TOTAL LIABILITIES 28,141 32,758 OWNER EQUITY Capital Stock 0 0 Additional Paid-In Capital Partners' Capital Account Owner's Equity Account Retained Earnings - Pre-Petition 8,543 8,543 Retained Earnings - Postpetition (2,814) Adjustments to Owner Equity (attach schedule) Postpetition Contributions (Distributions) (Draws) (attach schedule) NET OWNER EQUITY 5,729 8,543 TOTAL LIABILITIES AND OWNERS' EQUITY 33,871 41,302 - FORM MOR-3 *"Insider" is defined in 11 U.S.C. Section 101(31).
Case 15-12080-KG Doc 790 Filed 06/20/16 Page 10 of 14 BALANCE SHEET - continuation sheet BOOK VALUE AT END OF BOOK VALUE ON ASSETS CURRENT REPORTING MONTH PETITION DATE Other Current Assets A/R OTHER - DALLAS - Receivable from Great American for liquidated inventory pre-petition - 38 Utility deposits 4 Other Assets BOOK VALUE AT END OF BOOK VALUE ON LIABILITIES AND OWNER EQUITY CURRENT REPORTING MONTH PETITION DATE Other Postpetition Liabilities ACCRUED INTEREST - Interest on Comerica term and revolver notes - 7 GROUP INSURANCE WITHHELD - Payroll deductions not yet disbursed - 7 UNPROCESSED CASH SALES - Credit card sale not yet shipped - 2 Adjustments to Owner Equity - 16 Postpetition Contributions (Distributions) (Draws) Restricted Cash: cash that is restricted for a specific use and not available to fund operations. Typically, restricted cash is segregated into a separate account, such as an escrow account. FORM MOR-3 (CON'T)
Case 15-12080-KG Doc 790 Filed 06/20/16 Page 11 of 14 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 0 (0) - FICA-Employee 0 (0) - FICA-Employer 0 (0) - Unemployment - - Income - - - Other: - - Total Federal Taxes 0 (0) - - State and Local Withholding 0 (0) - Sales 0 (0) - Excise - - Unemployment - - Real Property - - Personal Property - - Other: - - Total State and Local 0 (0) - - Total Taxes 0 (0) - - Attach aged listing of accounts payable. SUMMARY OF UNPAID POSTPETITION DEBTS Number of Days Past Due Current 0-30 31-60 61-90 Over 90 Total Accounts Payable (1.2) (1.2) Contract Wages Payable 5.6 5.6 Taxes Payable - Rent/Leases-Building - Rent/Leases-Equipment - Secured Debt/Adequate Protection Payments - Professional Fees - Amounts Due to Insiders* - Other: - Other: - Total Postpetition Debts 4.4 - - - - 4.4 Explain how and when the Debtor intends to pay any past-due postpetition debts. Note: Debtor files a consolidated return with its parent company, J. Baxter Brinkmann International. The debtor s proportionate share of the consolidated tax liability is included in Amounts Due from Affiliates in the Balance Sheet (MOR3) *"Insider" is defined in 11 U.S.C. Section 101(31). FORM MOR-4
Case 15-12080-KG Doc 790 Filed 06/20/16 Page 12 of 14 Malibu Lighting Corporation A/P Aging Detail As of April 30, 2016 Case No. 15-12080 Date Num Vendor Amount 1-30 days past due 04/07/2016 6622890850 16/03 AT&T 503.36 Total for 1-30 days past due $ 503.36 Current 04/30/2016 20160430 CULLEN, BILL 2,128.50 04/30/2016 20160430 THOMPSON, SMITH 1,337.50 04/30/2016 20160430 TURNER, JOHNNY 1,237.50 04/30/2016 20160430 ALLEN, RHONDA 925.00 04/30/2016 4124 026-00600 16/04 KOSCIUSKO WATER & LIGHT PLANT 108.62 04/30/2016 4123 026-00500 16/04 KOSCIUSKO WATER & LIGHT PLANT 70.74 Total for Current $ 5,807.86 1-30 days past due 04/07/2016 6622901200 FINAL AT&T -1,889.13 Total for 1-30 days past due -$ 1,889.13 TOTAL $ 4,422.09
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Case 15-12080-KG Doc 790 Filed 06/20/16 Page 14 of 14 ACCOUNTS RECEIVABLE RECONCILIATION AND AGING Accounts Receivable Reconciliation Amount Total Accounts Receivable at the beginning of the reporting period 65 Amounts written off during the period (23) + Amounts billed during the period (1) - Amounts collected during the period (40) Total Accounts Receivable at the end of the reporting period - Accounts Receivable Aging Amount 0-30 days old - 31-60 days old - 61-90 days old - 91+ days old - Total Accounts Receivable - Amount considered uncollectible (Bad Debt) - Accounts Receivable (Net) - DEBTOR QUESTIONNAIRE Must be completed each month Yes No 1. Have any assets been sold or transferred outside the normal course of business X this reporting period? If yes, provide an explanation below. 2. Have any funds been disbursed from any account other than a debtor in possession X account this reporting period? If yes, provide an explanation below. 3. Have all postpetition tax returns been timely filed? If no, provide an explanation X below. 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 documentation X identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. Note: debtor sold inventory outside the normal course of business through a liquidation firm, Great American, as approved by the Bankruptcy Court. FORM MOR-5