RHI Entertainment, Inc. - FORM 8-K - EX-99.1

RHI Entertainment, Inc. - FORM 8-K - EX-99.1 - March 30, 2011

Attached files

Attached files

RHI Entertainment, Inc. Reports

file	filename
8-K - FORM 8-K - RHI Entertainment, Inc.	y04697e8vk.htm
EX-99.2 - EX-99.2 - RHI Entertainment, Inc.	y04697exv99w2.htm

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

CONSOLIDATED MONTHLY OPERATING REPORT

Document

Explanation

REQUIRED DOCUMENTS

Form No.

Attached

Schedule of Cash Receipts and Disbursements

MOR-1

Bank Reconciliation (or copies of debtor’s bank reconciliations

MOR-1 (CON’T)

Copies of bank statements

Cash disbursements journals

Statement of Operations

MOR-2

Balance Sheet

MOR-3

Status of Post-petition Taxes

MOR-4

Copies of IRS Form 6123 or payment receipt

Copies of tax returns filed during reporting period

Summary of Unpaid Post-petition Debts

MOR-4

Listing of Aged Accounts Payable

Accounts Receivable Reconciliation and Aging

MOR-5

Taxes Reconciliation and Aging

MOR-5

Payments to Insiders and Professional

MOR-6

Post Petition Status of Secured Notes, Leases Payable

MOR-6

Debtor Questionnaire

MOR-7

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.


/s/ Michael Scarpelli				Date: February 22, 2011
Michael Scarpelli
Executive Vice President, Finance

FORM MOR
2/2008
PAGE 1 OF 9

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

BANK ACCOUNTS


										CURRENT MONTH
										ACTUAL (TOTAL OF
ACCOUNT NUMBER (LAST 4)	OPER			PAYROLL			TAX	OTHER		ALL ACCOUNTS)
CASH DECEMBER 10, 2010		6,948,560			24,818				579,205		7,552,583
RECEIPTS
CASH SALES
ACCOUNTS RECEIVABLE		2,054,062									2,054,062
INTERBANK TRANSFERS		4,581,355			391,229				148,376		5,120,960
SALE OF ASSETS
OTHER (ATTACH LIST)
TRANSFERS (FROM DIP ACCTS)
TOTAL RECEIPTS		6,635,416			391,229				148,376		7,175,021
DISBURSEMENTS
NET PAYROLL					249,469						249,469
PAYROLL TAXES					144,340						144,340
ACCOUNT SERVICE FEES					953						953
ASSIGNED RECEIVABLES											—
DEVELOPMENT COSTS		10,000									10,000
SECURED/ RENTAL/ LEASES		303,705									303,705
INSURANCE		13,508									13,508
HEALTH INSURANCE		79,290									79,290
ADMINISTRATIVE		73,333									73,333
SELLING		913,720									913,720
SALARIES											—
RESIDUALS											—
RESTRUCTURING		650,000									650,000
INTERBANK TRANSFERS		5,120,960									5,120,960
PROFESSIONAL FEES											—
RIGHTS BUY BACK		1,000,000									1,000,000
U.S. TRUSTEE QUARTERLY FEES
COURT COSTS
TOTAL DISBURSEMENTS		8,164,515			394,763				—		8,559,278

NET CASH FLOW (RECEIPTS LESS DISBURSEMENTS)		(1,529,099	)		(3,534	)			148,376		(1,384,256	)

CASH — END OF DECEMBER		5,419,461			21,284				727,581		6,168,327


*		COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE


									CURRENT MONTH
									ACTUAL (TOTAL OF
ACCOUNT NUMBER (LAST 4)	OPER		PAYROLL		TAX	OTHER			ALL ACCOUNTS)
CASH BEGINNING OF JANUARY		5,419,461		21,284			727,581			6,168,327
RECEIPTS
CASH SALES
ACCOUNTS RECEIVABLE		6,896,425								6,896,425
INTERBANK TRANSFERS		2,579,989		1,289,906			117,504			3,987,399
SALE OF ASSETS
OTHER (ATTACH LIST)
TRANSFERS (FROM DIP ACCTS)
TOTAL RECEIPTS		9,476,414		1,289,906			117,504			10,883,824
DISBURSEMENTS
NET PAYROLL				727,761						727,761
PAYROLL TAXES				146,749						146,749
ACCOUNT SERVICE FEES		600		1,902						2,502
ASSIGNED RECEIVABLES										—
DEVELOPMENT COSTS		210								210
SECURED/ RENTAL/ LEASES										—
INSURANCE		57,767								57,767
HEALTH INSURANCE		2,045					131,131			133,176
ADMINISTRATIVE		223,593					20,115			243,709
SELLING		696,504								696,504
SALARIES		61,752								61,752
RESIDUALS		646								646
RESTRUCTURING		392,961								392,961
INTERBANK TRANSFERS		3,987,399								3,987,399
PROFESSIONAL FEES		127,720								127,720
RIGHTS BUY BACK										—
U.S. TRUSTEE QUARTERLY FEES		16,250								16,250
COURT COSTS										—
TOTAL DISBURSEMENTS		5,567,447		876,412			151,246			6,595,106

NET CASH FLOW (RECEIPTS LESS DISBURSEMENTS)		3,908,967		413,494			(33,742	)		4,288,718

CASH — END OF JANUARY		9,328,428		434,778			693,839			10,457,045

THE FOLLOWING SECTION MUST BE COMPLETED


TOTAL DISBURSEMENTS			6,594,106
LESS: TRANSFERS TO OTHER DEBTOR IN POSSESSION ACCOUNTS			-3,987,399
LESS: NON-DEBTOR DISBURSEMENTS (RHI ENTERTAINMENT LIMITED)			-44,144
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts)
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES*			2,562,563


*		Please see the following page for a breakdown of total disbursements made by each debtor in January, 2011.

FORM MOR-1
2/2008
PAGE 2 OF 9

RHI ENTERTAINMENT, INC., AND RELATED CASES.


Case Number	Debtor	Disbursements:
081-10-16536	RHI ENTERTAINMENT, INC.,	$	0.00
081-10-16537	RHI ENTERTAINMENT, LLC	$	2,380,733.04
081-10-16538	RHIE HOLDINGS INC.,	$	0.00
081-10-16541	RHI ENTERTAINMENT HOLDINGS II,	$	0.00
081-10-16549	RHI ENTERTAINMENT DISTRIBUTION	$	0.00
081-10-16550	RHI INTERNATIONAL DISTRIBUTION	$	159,900.13
081-10-16551	RHI ENTERTAINMENT PRODUCTIONS,	$	0.00
081-10-16552	HE PRO TUNES, INC.,	$	0.00
081-10-16553	HEGOA INC.,	$	0.00
081-10-16554	HEP MUSIC, INC.	$	0.00
081-10-16555	HEP SS MUSIC INC.,	$	0.00
081-10-16556	DON QUIXOTE, INC.,	$	0.00
081-10-16557	INDEPENDENT PROJECTS, INC.,	$	0.00
081-10-16558	LIBRARY STORAGE, INC.,	$	22,329.56
081-10-16560	METROPOLITAN PRODUCTIONS, INC.	$	0.00
081-10-16561	NGP HOLDING, INC.,	$	0.00
081-10-16562	SLB PRODUCTIONS, INC.,	$	0.00
	GRAND TOTALS:	$	2,562,962.73

BANK RECONCILIATIONS*


							January 31, 2011
							Outstanding
Debtor	Description	Bank	Acct		Balance per Bank		Cks/Cash on Hand			Balance per G/L
RHI Entertainment, LLC	Operating Account	Chase		314-006591	$	8,000,950	$	(276,227	)	$	7,724,723
RHI Entertainment, LLC	LockBox Account	Chase		324-330332	$	—	$	—		$	—
RHI Entertainment, LLC	Performax	Chase		323-410537	$	130,463	$	—		$	130,463
RHI Entertainment, LLC	American Express CD	Amex Centurion Bank		10111508	$	400,000	$	—		$	400,000
RHI Entertainment, LLC	Petty Cash	Chase		304-671096	$	5,000	$	5,000		$	10,000
RHI Distribution, Inc.	Operating Account	Chase		304-689254	$	507,588	$	(9,460	)	$	498,128
RHI Distribution, Inc.	LockBox	Chase		304-689211	$	—	$	—		$	—
RHI Distribution, Inc.	Phantom Racer	Chase		921-248589	$	135,576	$	—		$	135,576
RHI Entertainment, LLC	Payroll	Chase		323-047165	$	434,778	$	—		$	434,778
Library Storage, Inc.	Operating Account	Chase		799-760632	$	14,757	$	(9,879	)	$	4,878
RHI Entertainment, Inc.	Operating Account	Chase		758-684120	$	1,101,699	$	—		$	1,101,699

										$	10,440,245
Plus: Petty Cash										$	250
Plus: Non-Debtor (RHI Entertainment Limited) Cash										$	16,550

Cash per Balance Sheet at 1/31/11										$	10,457,045

Note: All of the Debtor’s bank account reconciliations have been performed and are current. Copies of the reconciliations are available upon request.


In re	RHI ENTERTAINMENT, INC., et al.	Case No.	10-16536 (Jointly Administered)
	Debtor	Reporting Period:	December 10, 2010 to January 31, 2011

STATEMENT OF OPERATIONS (Income Statement)

RHI Entertainment, Inc.
Statement of Operations
(Dollars in thousands)


				December 10, 2010			December 10, 2010
	For the Month Ended			through December 31,			through January 31,
	January 31, 2011			2010			2011
Revenues
Production Revenue	$	—		$	19		$	19
Library Revenue		2,472			2,152			4,624

Total Revenue		2,472			2,171			4,643

Cost of Sales		1,499			3,979			5,478


Gross Profit		973			(1,808	)		(835	)

Other costs and expenses
Selling, general and administrative		3,794			8,128			11,922
Amortization of Intangible Assets		45			64			109


Loss from operations		(2,866	)		(10,000	)		(12,866	)


Other expense:
Interest expense, net		69			(705	)		(636	)
Reorganization Items		(422	)		(472	)		(894	)
Other income, net		102			77			179


Loss before income taxes		(3,117	)		(11,100	)		(14,217	)

Income tax benefit (expense)		(12	)		332			320


Net Loss	$	(3,130	)	$	(10,768	)	$	(13,898	)

FORM MOR-2
2/2008
PAGE 4 OF 9


In re	RHI ENTERTAINMENT, INC., et al.	Case No.	10-16536 (Jointly Administered)
	Debtor	Reporting Period:	December 10, 2010 to January 31, 2011

BALANCE SHEET

RHI Entertainment, Inc.
Balance Sheet
(Dollars in thousands)


	January 31, 2011
ASSETS:
Cash	$	10,457
Accounts receivable, net		28,591
Film production costs, net		445,990
Prepaid and other assets, net		13,680


TOTAL ASSETS	$	498,718


LIABILITIES:
LIABILITIES NOT SUBJECT TO COMPROMISE:
Accounts payable and accrued liabilities	$	1,707
Accrued film production costs		508
Deferred revenue		1,715


Total Liabilities not subject to compromise:		3,930


LIABILITIES SUBJECT TO COMPROMISE:
Accounts payable and accrued liabilities		50,280
Accrued film production costs		150,670
Debt		612,556
Deferred revenue		21,667


Total Liabilities subject to compromise:		835,173


TOTAL LIABILITIES	$	839,103


STOCKHOLDERS EQUITY:
Common Stock		234
APIC		54,899
Retained Earnings		(395,518	)


Total Stockholders Equity		(340,385	)


TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	498,718

FORM MOR-3
2/2008
PAGE 5 OF 9


In re	RHI ENTERTAINMENT, INC., et al.	Case No.	10-16536 (Jointly Administered)
	Debtor	Reporting Period:	December 10, 2010 to January 31, 2011

SUMMARY OF UNPAID POST-PETITION DEBTS (in whole $’s)

The Debtors have paid and are paying all undisputed post-petition taxes as they come due.

The Debtors have paid and are paying prepetition taxes in accordance with the Order Authorizing the Debtors to Remit and Pay Sales, Use, Franchise and Other Taxes and Certain Other Government Fees and Charges which was approved on February 7, 2011.


	Number of Days Past Due
	Current		0-30		31-60		61-90		Over 91		Total
Accounts Payable — 1/31/11	$	61,426	$	857	$	61	$	—	$	—	$	62,344

The Debtors are paying all undisputed amounts that come due on a postpetition basis in the ordinary course of business.

The Debtors have sufficient cash to pay their post-petition obligations in the ordinary course as they come due.

FORM MOR-4
2/2008
PAGE 6 OF 9


In re	RHI ENTERTAINMENT, INC., et al.	Case No.	10-16536 (Jointly Administered)
	Debtor	Reporting Period:	December 10, 2010 to January 31, 2011

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING


Accounts Receivable Aging
Future (not yet due)	0-30 Days		31-60 Days		61-90 Days		91+ Days		Total
35,926,700		642,372		5,359,250		2,905,938		492,389		45,326,649
Less Amount Considered Uncollectible										(14,020,721	)
Adjustment for Present Value and Foreign Currency Exchange										(2,714,603	)
Net Accounts per 1/31/11 balance sheet										28,591,326


In re RHI ENTERTAINMENT, INC., et al.		Case No. 10-16536 (Jointly Administered)

Debtor		Reporting Period: December 10, 2010 to January 31, 2011

PAYMENTS TO INSIDERS AND PROFESSIONALS

PAYMENTS TO INSIDERS


NAME	TYPE OF PAYMENT	AMOUNT PAID		TOTAL PAID TO DATE
Block, Alan	Compensation		16,375		16,375
DeGrazia, Martin	Compensation		40,385		40,385
Halmi, Robert JR	Compensation		138,462		138,462
Halmi, Robert SR	Compensation		11,538		11,538
Hoberman, Henry	Compensation		80,769		80,769
Marando, Maria	Compensation		7,385		7,385
Ringler, Jeffrey	Compensation		27,692		27,692
Scarpelli, Michael	Compensation		40,385		40,385
Smith, Beverly J.	Compensation		7,031		7,031
vonGal, Peter	Compensation		100,962		100,962
Zapakin, Alan	Compensation		37,800		37,800
TOTAL PAYMENTS TO INSIDERS			508,783		508,783

PAYMENTS TO PROFESSIONALS


	DATE OF COURT
	ORDER
	AUTHORIZING						TOTAL INCURRED &
NAME	PAYMENT		AMOUNT PAID		TOTAL PAID TO DATE		UNPAID*
Morgan, Lewis & Bockius LLP		1/11/2011		167,250		167,250		—
Conway, DelGenio, Gries & Co LLC		1/11/2011		175,010		175,010		—
FTI Consulting		1/11/2011		50,701		50,701		—
TOTAL PAYMENTS TO PROFESSIONALS				392,961		392,961		—

In the schedule of payments to professionals, the Debtors have not included amounts paid to or incurred by Ordinary Course Professionals (the “OCP’s”).

FORM MOR-6
2/2008
PAGE 8 OF 9


In re RHI ENTERTAINMENT, INC., et al.		Case No. 10-16536 (Jointly Administered)

Debtor		Reporting Period: December 10, 2010 to January 31, 2011

DEBTOR QUESTIONNAIRE


	Must be completed each month. If the answer to any to the questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary.	Yes	No
1	Have any assets been sold or transferred outside the normal course of business this reporting period?	X*
2	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?		X
3	Is the Debtor delinquent in the timely filing of any post-petition tax returns?		X
4	Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?		X
5	Is the Debtor delinquent in paying any insurance premium payment?		X
6	Have any payments been made on pre-petition liabilities this reporting period?	X**
7	Are any post petition receivables (accounts, notes or loans) due from related parties?		X
8	Are any post petition payroll taxes past due?		X
9	Are any post petition State or Federal income taxes past due?		X
10	Are any post petition real estate taxes past due?		X
11	Are any other post petition taxes past due?		X
12	Have any pre-petition taxes been paid during this reporting period?	X***
13	Are any amounts owed to post petition creditors delinquent?		X
14	Are any wage payments past due?		X
15	Have any post petition loans been been received by the Debtor from any party?		X
16	Is the Debtor delinquent in paying any U.S. Trustee fees?		X
17	Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?		X
18	Have the owners or shareholders received any compensation outside of the normal course of business?		X


*		Pursuant to certain settlements approved on the Bankruptcy Court on February 17, 2011, the Debtors have transferred certain property and rights related thereto to various third parties.

**		The Debtors made certain payments in connection with pre-petition amounts due to critical, foreign and priority vendors in accordance with the Final Order Granting the Debtors Authority to Pay and Honor Prepetition Claims of Certain Critical, Priority and Foreign Vendors and Granting Certain Related Relief, which was approved by the Bankruptcy Court on January 11, 2011.

***		The Debtors have paid and are paying prepetition taxes in accordance with the Order Authorizing the Debtors to Remit and Pay Sales, Use, Franchise and Other Taxes and Certain Other Government Fees and Charges which was approved by the Bankruptcy Court on January 11, 2011.

FORM MOR-7
2/2008
PAGE 9 OF 9

RHI ENTERTAINMENT, INC., et al.

Case No.

10-16536 (Jointly Administered)

Debtor

Reporting Period:

December 10, 2010 to January 31, 2011

Federal Tax I.D. #