UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA
FORT LAUDERDALE DIVISION
www.flsb.uscourts.gov

 

SMF ENERGY CORPORATION		Case No. 12-19084-BKC-RBR
H&W PETROLEUM COMPANY, INC.		Case No. 12-19085-BKC-RBR
SMF SERVICES, INC.		Case No. 12-19086-BKC-RBR
STREICHER REALTY, INC.,		Case No. 12-19087-BKC-RBR
		(Jointly Administered Under
Debtors.		Case No. 12-19084-BKC-RBR)
	/

 

DEBTORS’ FIRST AMENDED JOINT DISCLOSURE STATEMENT IN CONNECTION WITH

DEBTORS’ JOINT PLAN OF LIQUIDATION

 

Dated: October 16, 2012
	GENOVESE JOBLOVE & BATTISTA, P.A.
	Paul J. Battista, Esq.
	Mariaelena Gayo-Guitian, Esq.
	Heather L. Harmon, Esq.
	Miami Tower
	100 SE 2nd Street, 44th Floor
	Miami, FL 33131
	Tel: (305) 349-2300
	Fax: (305) 349-2310
	Counsel for the Debtors and Debtors-in-
	Possession

 

IMPORTANT:

 

THIS DISCLOSURE STATEMENT CONTAINS INFORMATION THAT MAY BEAR UPON YOUR DECISION TO ACCEPT OR REJECT THE PROPOSED JOINT PLAN OF LIQUIDATION. ACCORDINGLY, PLEASE READ THIS DOCUMENT WITH CARE.

 

 

TABLE OF CONTENTS

 

		Page
I.	INTRODUCTION	1
II.	CONFIRMATION HEARING	3
III.	THE DEBTORS	4
IV.	VOTING PROCEDURES AND REQUIREMENTS OF CONFIRMATION	24
V.	CONFIRMATION OF THE PLAN	25
VI.	SUMMARY OF THE PLAN	29

 

EXHIBIT A -	Plan of Liquidation
EXHIBIT B -	List of Transfers Within 90 Days of the Petition Date
EXHIBIT C -	List of Transfers to Insiders Within 1 Year of the Petition Date
EXHIBIT D -	Liquidation Analysis

 

 

I. INTRODUCTION

 

A.          Generally.

 

SMF Energy Corporation, H&W Petroleum Company, Inc., SMF Services, Inc. and Streicher Realty, Inc., as jointly administered debtors and debtors-in-possession in the above-captioned cases (collectively, the “Debtors” or the “Company”) have proposed their Amended Joint Plan of Liquidation (the “Plan”) under Chapter 11 of the United States Bankruptcy Code. A copy of the Plan is attached hereto as Exhibit A. Creditors have the opportunity to vote to accept or reject the Plan. The Plan is summarized in this First Amended Disclosure Statement (“Disclosure Statement”). Notwithstanding such summary, Holders of Claims and Interests are urged to refer to the Plan for a full and complete statement of its specific terms, including the treatment proposed to the various Classes of Claims and Interests. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Plan.

 

This Disclosure Statement is being distributed by the Debtors to those Holders of Claims and Interests who are entitled to consider and vote on the Plan as set forth herein. After notice and a hearing, the Bankruptcy Court approved this Disclosure Statement as containing such information as would enable a hypothetical, reasonable investor typical of the Holders of Claims and Interests being solicited herein to make an adequately informed judgment in exercising such Holder’s right to vote either to accept or to reject the Plan. The Bankruptcy Court's approval of this or any other Disclosure Statement does not constitute a determination by the Bankruptcy Court as to the merits of the Plan or whether any Holder of a Claim or an Interest should vote to accept or reject the Plan. Each Holder of a Claim or an Interest should consult with a lawyer and/or other professional advisors in order to obtain specific advice on how the Plan will affect their respective rights.

 

A separate Ballot for use by Holders of Claims for indicating acceptance or rejection of the Plan is enclosed with this Disclosure Statement.

 

THE DEBTORS BELIEVE THAT THE AMENDED JOINT PLAN OF LIQUIDATION PROPOSED HEREIN IS IN THE BEST INTERESTS OF ALL CREDITORS. AS SUCH, THE DEBTORS STRONGLY URGE ALL CREDITORS TO VOTE IN FAVOR OF THE PLAN BY NO LATER THAN 4:30 P.M., EASTERN TIME, ON DECEMBER 7, 2012, WHICH IS THE VOTING DEADLINE SET BY THE BANKRUPTCY COURT.

 

B.          Purpose and Disclaimers.

 

The purpose of this Disclosure Statement is to set forth information (i) regarding the history of the Debtors, their businesses and the events that have occurred in these Chapter 11 Cases, (ii) concerning the Plan and any alternatives to the Plan, including the manner in which the Plan will be implemented, (iii) advising the Holders of Claims and Interests of the treatment of their respective Claims and Interests proposed under the Plan, (iv) advising the Holders of Claims and Interests of their respective rights under the Plan, and (v) assisting the Holders of Claims in making informed judgments regarding whether to accept or reject the Plan. The information in this Disclosure Statement may bear on your decision to vote to accept or reject the Plan. As such, you are urged to read the Disclosure Statement and the Plan carefully and to consult your lawyer and other professional advisors in connection therewith. The contents of the Disclosure Statement should not be construed as legal, business or tax advice from the Debtors or any of their professionals.

 

 

The information contained in this Disclosure Statement (including the Exhibits hereto) concerning the financial condition of the Debtors is based upon financial and other information as of the date hereof. The information in this Disclosure Statement has been obtained from the Debtors, their books and records and pleadings and other filings with the Bankruptcy Court, including without limitation, proofs of claims filed by creditors and the monthly financial reports filed by the Debtors during these Chapter 11 Cases (the “Monthly Operating Reports”). The Debtors are not aware of any material misstatements or omissions in this Disclosure Statement. Any representations made to secure the acceptance or rejection of the Plan which are other than as contained in this Disclosure Statement have not been approved by the Bankruptcy Court. No representations concerning the financial condition of the Debtors or any aspect of the Plan are authorized by the Debtors except as set forth in this Disclosure Statement. If and to the extent that any such representations have been made to any creditor or party in interest, then such representations should be reported to counsel to the Debtors or to the Office of the United States Trustee. Any such representations or inducements made to secure your acceptance or rejection of the Plan which are other than as set forth herein should not be relied upon by you in deciding whether to accept or reject the Plan.

 

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE DATE OF THIS DOCUMENT UNLESS ANOTHER DATE IS SPECIFIED HEREIN AND THE DELIVERY OF THIS DOCUMENT DOES NOT IMPLY THAT THERE HAVE BEEN NO CHANGES IN THE INFORMATION SET FORTH HEREIN SINCE SUCH DATE.

 

THIS DISCLOSURE STATEMENT IS NOT INTENDED TO REPLACE A CAREFUL AND DETAILED REVIEW OF THE PLAN BY EACH HOLDER OF A CLAIM OR INTEREST. THIS DISCLOSURE STATEMENT IS INTENDED TO AID AND SUPPLEMENT SUCH REVIEW. THIS DISCLOSURE STATEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLAN. THE PLAN IS THE OPERATIVE CONTROLLING LEGAL DOCUMENT. AS SUCH, IF THERE IS ANY INCONSISTENCY BETWEEN THE TERMS AND PROVISIONS OF THIS DISCLOSURE STATEMENT AND THE PLAN, THEN THE TERMS AND PROVISIONS OF THE PLAN SHALL CONTROL.

 

_______________________

 

ALTHOUGH THE ATTORNEYS, ADVISORS AND OTHER PROFESSIONALS EMPLOYED BY THE DEBTORS HAVE ASSISTED IN PREPARING THE DISCLOSURE STATEMENT BASED UPON FACTUAL INFORMATION AND ASSUMPTIONS RESPECTING FINANCIAL, BUSINESS, AND ACCOUNTING DATA FOUND IN THE BOOKS AND RECORDS OF THE DEBTORS, THEY HAVE NOT INDEPENDENTLY VERIFIED SUCH INFORMATION AND MAKE NO REPRESENTATIONS AS TO THE ACCURACY THEREOF. THE ATTORNEYS, ADVISORS AND OTHER PROFESSIONALS EMPLOYED BY THE DEBTORS SHALL HAVE NO LIABILITY FOR THE INFORMATION IN THE DISCLOSURE STATEMENT.

 

 

II. CONFIRMATION HEARING

 

The Bankruptcy Court has ordered that Holders of Claims against the Debtors entitled to vote on the Plan file Ballots for the acceptance or rejection of the Plan directly with the Clerk of the Bankruptcy Court on or before 4:30 p.m., Eastern Standard Time, December 7, 2012. Any Ballot not filed by such date will not be counted in connection with confirmation of the Plan unless the Bankruptcy Court orders otherwise. A Ballot is enclosed herewith for Classes 2, 3 and 5 which Classes are the only Classes of Claims or Interests entitled to vote on the Plan. Classes 1 and 4 are unimpaired and therefore are deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Class 6 is not expected to receive or retain any Distributions under the Plan and therefore such Class is deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code.

 

The Bankruptcy Court has scheduled the Confirmation Hearing for the Plan on - December 14, 2012 at 9:30 a.m. at the United States Bankruptcy Court, 299 East Broward Boulevard, Ft. Lauderdale, Florida, 33301, Courtroom 308, and has directed that notice of the Confirmation Hearing be given to all Holders of Claims against the Debtors as well as parties in interest. At the Confirmation Hearing, it is expected that the Bankruptcy Court will enter an order confirming the Plan (the "Confirmation Order") if the requirements of Section 1129(a) of the Bankruptcy Code have been met, including the receipt of sufficient acceptances of the Plan by the Holders of Claims against and Interests in the Debtors or, in the alternative, if the requirements of Section 1129(b) of the Bankruptcy Code have been satisfied.

 

In addition, Section 1128(b) of the Bankruptcy Code provides that any party in interest may object to confirmation of the Plan. Any objection to confirmation must be made in writing and filed with the Bankruptcy Court with proof of service and served upon the following persons on or before December 7, 2012:

 

Paul J. Battista, Esq.	Robert P. Charbonneau, Esq.
Genovese Joblove & Battista, P.A.	501 Brickell Key Dr #301
Miami Tower	Miami, FL 33131
100 S.E. 2nd Street, 44th Floor	(305) 722-2002
Miami, Florida 33131	Fax : (305) 722-2001
E-mail: pbattista@gjb-law.com	Email: rpc@ecccounsel.com
Damaris D Rosich-Schwartz
Office of the US Trustee
51 SW 1 Ave #1204
Miami, FL 33130
(305) 536-6665
Fax : (305) 536-7360
Email: Damaris.D.Rosich-
Schwartz@usdoj.gov

 

 

Unless an objection to confirmation is timely filed and served, it may not be considered by the Bankruptcy Court.

 

III. THE DEBTORS

 

A.

The Chapter 11 Cases.

 

1.          Commencement of the Chapter 11 Cases and the Debtors’ Business.

 

On April 15, 2012 (the “Petition Date”), the Debtors each filed a voluntary petition in this Court for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The cases are being jointly administered under SMF Energy Corporation, Case No. 12-10984-BKC-RBR. Since the Petition Date, the Debtors have operated as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

 

SMF Energy Corporation is a publicly traded company, which in turn owns the other Debtor entities herein. SMF is a Delaware corporation that prepetition was listed on the NASDAQ Stock exchange under the symbol “FUEL.” SMF is the successor by merger to Streicher Mobile Fueling, Inc., a Florida corporation formed in 1996, and its subsidiaries. During these Chapter 11 proceedings, the Debtor’s stock was de-listed by NASDAQ.

 

SMF’s corporate headquarters were located in 20,400 square feet of lease office space at 200 W. Cypress Creek Road, Suite 400, Ft. Lauderdale, FL 33309. In addition, the Debtors owned truck yards and office space in Tampa, Florida and Lufkin Texas. The Debtors also leased truck yards and office space for 18 locations in California, Florida, Mississippi, North Carolina, South Carolina, Tennessee, and Texas, under primarily 1 to 5 years leases which included lease renewal options. The Debtor also leased truck yards and office space at eight locations in Florida, Georgia, Louisiana, Nevada, Tennessee and Texas on a month to month basis.

 

2.          Description of Debtors’ Business.

 

The Debtors provided a broad range of services, including but not limited to, petroleum product distribution, transportation logistics support, emergency response to commercial businesses and government providers in the trucking, shipping, utility, energy, chemical, telecommunication and mail industries. The Debtors’ fleet of custom, specialized tank wagons, tractor-trailer transports, box trucks and flatbed vehicles delivered diesel fuel and/or gasoline to customers’ locations on a regularly scheduled or as needed basis, for the refueling of vehicles and/or equipment, which includes the re-supplying of fixed-site and temporary bulk storage tanks and emergency power generation systems. Additionally, the Debtors distributed a wide variety of specialized petroleum products, lubricants and chemicals to refineries, manufacturers and other industrial customers.

 

Additionally, the Debtors’ provided heavy and ultra-heavy haul transportation services, over short and long distances, to customers requiring the movement of over-sized or over-weight equipment and manufactured products. With respect to the Debtors’ emergency response services, such services typically included providing fuel delivery in response to natural disasters and other widespread emergency conditions, including hurricanes, tropical storms, ice and snow storms, forest fires and earthquakes.

 

 

As of the Petition Date, the Debtors operated approximately 200 specialized commercial vehicles from 34 operating locations serving 11 major metropolitan markets in Alabama, California, Florida, Georgia, Louisiana, Mississippi, Nevada, North Carolina, South Carolina, Tennessee, and Texas.

 

The Debtors also owned over 800 fuel and lubricant storage tanks with over 1.7 million gallons of capacity. These tanks included bulk storage tanks located at the Debtors’ facilities and portable tanks used for the temporary storage and dispensing of fuels and lubricants at customers’ job sites, which were delivered to a customer using the Debtors’ fleet of specialized flatbed trucks.

 

For the year ended June 30, 2011, the Debtors reported that approximately 24% of its total revenues were derived from fleet fueling services provided to two customers. The Debtors had several written contracts with customers for fuel and lubricant distribution services, however, the Debtors provided services to the majority of their customers without written contracts.

 

The Debtors billed customers for their petroleum and other products and services when sold and generally collected from their customers within 10 to 45 days after the products and services are sold. The Debtors purchased the fuel sold to customers from several suppliers at daily market prices, and purchased the majority of their lubricants products pursuant to a long-term supply agreement with Chevron, which also offered marketing assistance and financing to the Debtors’ customers. Lubricants were distributed and sold in bulk, prepackaged or repackaged by the Debtors to meet customer needs. The lubricant products were priced on a cost of sales and service-plus basis. Additionally, the Debtors purchased chemicals from several key suppliers.

 

The Debtors’ operations were affected by numerous federal, state and local laws, regulations and ordinances, including those relating to the protection of the environment and worker safety.

 

3.          Historical Financial Performance.

 

The Debtors’ reported revenues of $236.4 million in fiscal 2011 as compared to $192.8 million in fiscal 2010. The sales price variance from petroleum products and services during fiscal 2011 provided for $40.0 million of the increase in revenues. The Debtors reported gross profit of $16.7 million in fiscal 2011 as compared to $15.2 million in fiscal 2010. As of December 31, 2011, the Debtors reported approximately $37.003 million in assets, and approximately $25.166 million in liabilities.

 

4.          Events Leading Up to Chapter 11 Filing.

 

On March 16, 2012, the Debtors reported that they expected a substantial reduction in sales revenue and earnings for the quarter ended March 31, 2012, and future periods, and that they expected to report a loss for the quarters ending March 31, 2012, and June 30, 2012, on account of necessary changes that had been made to their pricing structure. On March 22, 2012, the Debtors announced that they had appointed Soneet R. Kapila as their chief restructuring officer (the “CRO”) to, among other things, direct the Debtors’ efforts to increase revenues and reduce expenses required by the decision to change the Debtors’ pricing structure.

 

 

As of the Petition Date, the Debtors’ vigorous efforts to reduce operating losses by increasing revenues and decreasing expenses had been unsuccessful. Competitive pressures prevented the Debtors from increasing prices and, despite layoffs and other cost cutting measures, expenses could not be reduced in an amount sufficient to offset the decreased revenue since the change in pricing structure reported in March 2012. The Debtors’ continuing losses led to a significant deterioration of their financial condition and eventually to the declaration by the Lender (as defined below) of the Events of Default (as defined below) under that certain Loan Agreement (as defined below) between the Debtors and the Lender, which Events of Default are described in more detail below.

 

Prior to the appointment of Mr. Kapila as the CRO, the Board of Directors of the Debtors appointed a Special Committee of the Board to review and examine the Debtors’ discontinued pricing structure. As of the Petition Date, the Special Committee had already determined, however, that the Debtors’ prior pricing structure included a practice of imposing surcharges on certain of its mobile fueling customers, including a federal government agency, that were in not consistent with the terms of the fixed price contracts between the Debtors and those customers. When the Board of Directors changed the Debtors’ pricing structure by ordering the surcharges discontinued in March of 2012, the resulting reduction in revenue caused the Debtors to incur substantial losses, caused their financial condition to deteriorate and eventually led to the Lender’s declaration of the Events of Default (defined below) under the Loan Agreement (defined below). During this same period of time, at the recommendation of the Special Committee, the Board of Directors caused the officers of the Debtors, through the CRO, to report the above referenced contract issues to the Unites States government. As a result of that self-reporting, the Debtors came to believe that their pricing practices were already being investigated by the United States government.

 

The Debtors have also determined that, if and to the extent that the discontinued surcharges constituted breaches of the fixed price contracts with such governmental agency, as well as other customers, for which money damages could be recovered by those customers, those surcharges should not have been recognized as revenue by the Debtors. Accordingly, because the amounts of such surcharges were material to the reported revenues and earnings of the Debtors for several years, it is likely that the Debtors’ prior financial statements were incorrect as they included such revenue. While the magnitude thereof cannot be estimated at this time, the Debtors believe that their financial statements, if restated, would ultimately reflect materially lower revenue and substantial losses for those periods.

 

By letter dated April 13, 2012 (the “Default Letter”), the Lender notified the Debtors that it was claiming various events of default (the “Events of Default”) under that certain Loan Agreement between the Lender and the Debtors (as defined below), which Events of Default included but were not limited to (i) the existence of a governmental investigation that could materially and adversely affect the ability of the Debtors to repay the amounts borrowed under the Loan Agreement (the “Loans”), and (ii) the occurrence of material adverse changes in the business, assets and prospects of the Debtors. The Lender also purported to revoke the authority of the Debtors to access their own collections of accounts receivable and demanded that all such collections be paid only to the Lender to pay down the Loans. The Lender also declared its intention not to make any further revolving Loans to the Debtors under the Loan Agreement. Without considering any penalties or additional charges resulting from the Lender’s declaration of the Events of Default, the balance owed to the Lender at such time under the Loan Agreement was approximately $11.2 million, consisting of approximately $8 million in revolving loans, a $2.2 million unpaid balance of a Term Loan, and a $1.0 million mortgage loan.

 

 

The Debtors commenced these Chapter 11 cases (the “Chapter 11 Cases”) to protect the best interests of the Debtors, their employees, customers, creditors and shareholders. These Chapter 11 Cases allowed the Debtors to facilitate the sale and/or liquidation of substantially all of their assets subject to Court approval and higher and better offers, and to provide for an orderly liquidation of the Debtors, including the investigation and prosecution of the Litigation Claims.

 

5.          Current and Former Members of the Board of Directors and Officers of the Debtors.

 

As of the Petition Date, the Debtors’ Board of Directors was comprised of:

 

Board of Directors

 

C. Rodney O’Connor, Chairman

 

Mr. O’Connor has served as a Director of the Company since July 1999. Mr. O’Connor remains on the Board of Directors.

 

Wendell R. Beard, Director Emeritus

 

Mr. Beard (Wendell R.) retired from the Board on February 7, 2012 and was thereafter named Director Emeritus for his service. He served as a Director since July 2001. Mr. Beard passed away shortly after the Petition Date.

 

Steven R. Goldberg, Director

 

Mr. Goldberg had been the Chief Executive Officer and President of the Company since November 2011. Until his appointment as Chief Executive Officer and President in November 2011, Mr. Goldberg served as Chairman of the Audit Committee. On March 16, 2012, Mr. Goldberg resigned his position as the President and Chief Executive Officer, but remained a member of the Board of Directors.

  

Nat Moore, Director

 

Mr. Moore has served as a Director since May 2006. Mr. Moore remains on the Board of Directors.

  

  

Larry S. Mulkey, Director

  

Mr. Mulkey has served as a Director since November 2002 and as Chairman of the Board since November 2011. On March 22, 2012, Mr. Mulkey stepped down from the Board Chairman position. Mr. Mulkey remains on the Board of Directors.

 

Robert S. Picow, Director

 

Mr. Picow has served as a Director since March 2001. Mr. Picow remains on the Board of Directors.

 

Peter H. Woodward, Director

 

Mr. Woodward has served as a Director since May 2011. On March 16, 2012, Mr. Woodward was appointed Chairman of the Audit Committee of the Board of Directors. Mr. Woodward remains on the Board of Directors.

 

As of the Petition Date, the Officers of the Company consisted of the following:

 

Soneet R. Kapila, Chief Restructuring Officer

 

Mr. Kapila of Kapila & Company, Ft. Lauderdale, Florida, was appointed Chief Restructuring Officer by the Board of Directors with interim authority to act as the Chief Executive Officer from and after March 22, 2012. In his capacity as CRO, Mr. Kapila directed the evaluation and implementation of strategies to increase revenues and reduce expenses. Mr. Kapila is Certified Public Accountant licensed in Florida and is the founding partner of Kapila & Company, Certified Public Accountants. Mr. Kapila is the proposed Liquidating Trustee under the Debtors’ Plan.

 

Robert W. Beard, President & Chief Operating Officer

 

Mr. Beard was appointed President and Chief Operating Officer on March 22, 2012. He had been Senior Vice President of Operations since September 3, 2010, responsible for all fleet and facility operations, as well as marketing and sales operations. He had previously served as Senior Vice President, Marketing and Sales and as Investor Relations Officer since December 2006. From July 2005 to December 2006, he was Vice President, Corporate Development, and Investor Relations Officer responsible for product line strategy and development, and for vendor, investor and public relations. He is the son of Wendell R. Beard, former Director Emeritus of the Board of Directors. Mr. Beard’s employment was terminated effective June 8, 2012.

 

Michael S. Shore, Chief Financial Officer, Senior Vice President and Treasurer

 

Mr. Shore had been Chief Financial Officer, Senior Vice President and Treasurer since February 2002. He also was the Corporate Secretary from February 2002 to September 2005. Mr. Shore’s employment was terminated shortly after the Petition Date and the Debtors have since rejected his employment agreement effective April 23, 2012.

 

 

Timothy E. Shaw, Senior Vice President, Information Services & Administration and Chief Information Officer

 

Mr. Shaw had been Senior Vice President, Information Services & Administration and its Chief Information Officer since December 2006, responsible for all information systems management and corporate administration. From April 2006 to December 2006, he was Vice President, Information Systems Services and Chief Information Officer. Mr. Shaw’s employment was terminated effective July 15, 2012. Mr. Shaw’s remains the Debtors’ corporate Secretary.

 

Gary G. Williams, Senior Vice President, Supply

 

Mr. Williams had been Senior Vice President, Supply since September 3, 2010, responsible for product procurement and for inventory and price management. He had previously served as Senior Vice President, Commercial Operations, since February 2001. From December 2006 until September 2010 he was responsible for marketing and sales and product procurement. Mr. Williams’ employment was terminated effective June 15, 2012.

 

Patricia Messenbaugh, Vice President of Finance & Accounting, Chief Accounting Officer and Principal Accounting Officer

 

Ms. Messenbaugh had been the Chief Accounting Officer and Principal Accounting Officer since October 2007, and Vice President of Finance & Accounting since April 2007. Ms. Messenbaugh’s employment was terminated effective July 15, 2012.

 

Richard E. Gathright, Former President and Chairman of the Board

 

In addition to the foregoing, on October 26, 2000, prior to the Petition Date, the Debtors entered into an employment agreement with Richard E. Gathright (“Gathright”), under which Gathright was hired as the Chief Executive Officer (“CEO”) and President of the Debtors (the “Gathright Agreement”). During Gathright’s employment with the Debtors, he also served as Chairman of the Board. On or about November 18, 2011, Gathright announced his retirement as CEO and President effective December 31, 2011 (the “Retirement Date”). On November 16, 2011, SMF and Gathright entered into the Retirement Agreement, under which Gathright was granted certain retirement and severance compensation and benefits, including but not limited to, the following:

 

a. Payment of unused paid vacation and sick leave from November 18, 2011 (the “Transition Date”) to December 31, 2011 (the “Retirement Date”) (collectively the, “Vacation Period”);

 

b. Retirement compensation and benefits for a period of twelve (12) months beginning on January 1, 2012, equal to Gathright’s annual salary and benefits, payable on SMF’s regular payroll dates, namely: (i) his then current salary of $384,190.00 (the “Retirement Pay”), (ii) an auto allowance of $1,000.00 per month, (iii) a membership in the Hillsboro Club in Hillsboro Beach, Florida, (iv) employer contribution to health insurance premiums made for other employees, and (v) the other benefits described in Section 3.2 of the Employment Agreement, subject to the limitations on eligibility for non-employees referenced in Section 3.2 of the Employment Agreement (collectively, the “Benefits”). The Retirement Pay and Benefits shall hereinafter be referred to collectively as the “Retirement Compensation”;

 

 

c. Severance compensation for the period beginning January 1, 2013, and ending on June 30, 2013 (the “Severance Period”), equal to the present value of Gathright’s six (6) month salary of $192,095.00 (the “Severance Pay”), payable on or before January 15, 2012 (or ratably over the Severance Period, if applicable);

 

d. The dollar value of the Benefits for the Severance Period, to be payable by SMF in a lump sum at the same time and in the same manner as the Severance Pay (the “Severance Benefits”). The Severance Pay and Severance Benefits shall hereinafter be referred to collectively as the “Severance Compensation”;

 

e. Options to purchase 22,224 shares of SMF’s common stock, pursuant to SMF’s 2000 Employee Stock Option Plan, fully exercisable until June 30, 2013 (the “Stock Options”);

 

f. Vesting of Gathright’s unvested award of 62,000 shares of restricted stock of SMF, par value $0.01 per share (the “Restricted Stock”), granted pursuant to SMF’s 2009 Equity Incentive Plan, in two equal installments of 31,000 shares each, on July 31, 2012 and January 31, 2013; and

 

g. Certain personal items and COBRA benefits, available upon Gathright’s election (the “Additional Benefits”).

 

The Retirement Compensation, Severance Compensation, Stock Options, Restricted Stock and Additional Benefits shall hereinafter be referred to collectively as the “Retirement and Severance Package”.

 

On April 24, 2012, the Debtors filed their Expedited Motion By Debtors For Entry Of Order Rejecting Retirement Agreement Between SMF Energy Corporation And Richard E. Gathright Nunc Pro Tunc To The Petition Date (the “Gathright Motion”) seeking to reject the Retirement Agreement on the basis that the Retirement Agreement has no beneficial value to the estate during the process of liquidating substantially all of its assets. On June 1, 2012, the Bankruptcy Court entered an Order granting the Gathright Motion. The Debtors did not pay any money or provide any benefits to Mr. Gathright after the Petition Date. Certain of the transactions or transfers to Mr. Gathright under the Retirement Agreement, or his prior Employment Agreement, may constitute preferential or fraudulent transfers to Mr. Gathright under the Bankruptcy Code. The Debtors are investigating the existence of such claims.

 

 

B.          Debtors’ Pre-Petition Capital Structure.

 

SMF Energy Corporation, SMF Services, Inc. (“SMF Services”), and H&W Petroleum Company Inc. (“H&W”), (collectively the “Borrowers”) and Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (the “Lender” or “Wells Fargo”) are parties to that certain Loan and Security Agreement dated September 26, 2002 (as at any time amended, restated, supplemented or otherwise modified, the “Existing Loan Agreement”), pursuant to which Lender made certain loans and other financial accommodations (the "Loans") to Borrowers, and Borrowers granted to Lender a security interest in and lien upon all of the "Collateral" (as defined therein, the "Existing Collateral") as security for all of the "Obligations" (as defined therein, the "Existing Obligations"). Pursuant to the Existing Loan Agreement, Lender and Borrowers entered into various "Financing Agreements" (as defined in the Existing Loan Agreement) (collectively, including the Existing Loan Agreement, the "Existing Financing Agreements"). The Existing Loans are guaranteed by Streicher Realty, Inc. (“Guarantor”).

 

Prior to the Petition Date, the Debtors had a $25 million loan facility, comprised of a three-year $20 million asset-based lending revolving line of credit, coupled with a $5 million, 60 month, fully amortized term loan that is co-terminus with the asset based lending revolving line of credit on a first to occur basis. The $20 million line of credit matured on July 1, 2012. The line of credit permitted the Debtors to borrow up to 85% of the total amount of eligible accounts receivable and 65% of eligible inventory. Outstanding stand-by letters of credit reduced the maximum amount available for borrowing. The Lender has asserted that the outstanding amounts of the Loan under the Loan Agreement are secured by substantially all of the Debtors’ assets.

 

On September 27, 2011, the Debtors renewed the credit facility with Lender for a renewal period of five (5) years, or until September 27, 2016, and amended the Existing Loan Agreement pursuant to the certain Amended and Restated Loan and Security Agreement (the “Loan Agreement”). The amendment increased the maximum borrowing under the revolving line of credit portion of the Loan Agreement from $20 million to $25 million, added a $2.8 million, 60 month, fully amortized term loan, authorized a real estate loan of up to $1.3 million for the Lufkin facility, and reduced the applicable interest rates from an existing range of 4.0% to 4.75% per annum to a new range of 2.50% to 2.75% per annum.

 

In addition to the Lender, the Debtors have various other secured creditors pursuant to certain UCCs filed in Florida, Delaware or Texas. These creditors include: (i) Dell Financial Services, L.P. and Dell Financial Services, LLC (collectively, “Dell”) with respect to certain computer equipment under related leases therewith between Dell and SMF Energy, or its predecessor Streicher Mobile Fueling, Inc.; and (ii) Toyota Motor Credit Corporation with respect to certain Toyota forklift trucks and other vehicles and accessories thereto utilized by H&W.

 

C.

Events During the Chapter 11 Cases.

 

1.          First Day Motions and Orders.

 

On the Petition Date, the Debtors filed a number of applications and motions seeking entry of orders (the "First Day Orders") which were necessary to enable them to operate in Chapter 11 with a minimum of disruption and loss of productivity. Each of the First Day Orders was a critical element in stabilizing and facilitating the Debtors’ operations during these Chapter 11 cases. With one exception, each of the First Day Orders was entered, and ultimately granted on a final basis, by the Court within the first weeks of the Chapter 11 Cases. A list of the First Day Motions is set forth below.

 

 

i.

Ex-Parte Motion By Chapter 11 Debtors For Joint Administration Of Cases

 

ii.

Debtors’ Emergency Application For Approval, On An Interim And Final Basis,Of Employment Of Paul J. Battista And The Law Firm Of Genovese Joblove & Battista, P.A., As General Bankruptcy Counsel For The Debtors-In-Possession Nunc Pro Tunc To The Petition Date

 

iii.

Debtors’ Emergency Motion for Approval of Engagement Letter with Kapila & Company and Soneet R. Kapila to Provide Chief Restructuring Officer and Restructuring Services to the Debtors Nunc Pro Tunc to the Petition Date and Request for Interim Relief

 

iv.

Debtors’ Emergency Motion For Approval Of (I) Form And Manner Of Notice Of Commencement Of Case And (II) Form For Filing Proofs Of Claim

 

v.

Debtors’ Emergency Motion For (1) Authority To Continue Use Of Existing Business Forms And Records; (2) Authority To Maintain Existing Corporate Bank Accounts And Cash Management System; And (3) Extension Of Time To Comply With 11 U.S.C. § 345 Investment Guidelines

 

vi.

Debtors’ Emergency Motion For Interim And Final Orders Determining Adequate Assurance Of Payment For Future Utility Services

 

vii.

Debtors’ Emergency Motion For Order (A) Authorizing The Debtors (1) To Use Cash Collateral, On An Interim Basis, Pursuant To 11 U.S.C.§ 363, And (2) To Provide Adequate Protection In Connection Therewith Pursuant To, 11 U.S.C.§ 361, And (B) Setting A Final Hearing Pursuant To Bankruptcy Rule 4001

 

viii.

Debtors’ Emergency Motion For Authorization To (I) Continue To Administer All Insurance Policies And Related Agreements; (II) Continue Certain Related Premium Financing Agreements; And (Iii) Honor Certain Obligations In Respect Thereof

 

ix.

Debtors’ Emergency Motion For The Entry Of An Order (I) Authorizing The Payment Of Pre-Petition Wages, Salaries, Commissions And Employee Benefits (Ii) Authorizing The Debtors To Continue The Maintenance Of Employee Practices And Benefit Plans And Programs In The Ordinary Course And (Iii) Directing All Banks To Honor Pre-Petition Checks For Payment Of Pre-Petition Employee Obligations

 

 

x.

Debtors’ Emergency Motion For Entry Of An Order (A) Establishing Notification And Hearing Procedures For Transfers Of, Or Claims Of Worthlessness With Respect To, Certain Common Stock And (B) Granting Related Relief

 

xi.

Debtors Motion For An Administrative Order Pursuant To 11 U.S.C. §§105(A) And 331 Establishing Procedures For Interim Compensation And Reimbursement Of Expenses Of Professionals

 

xii.

Debtors’ Motion For An Order Pursuant To 11 U.S.C.§§105(A), 541, And 507(A)(8) Authorizing The Debtors To Pay Pre-Petition Taxes And Related Obligations

 

xiii.

Debtors Motion For An Order Pursuant To Bankruptcy Rule 1007(C) Granting An Extension Of Time To File Statement Of Financial Affairs And Schedules Of Assets And Liabilities

 

xiv.

Debtors’ Application For Approval Of Employment Of Trustee Services, Inc As Notice, Claims And Balloting Agent Of The Bankruptcy Court Nunc Pro Tunc To The Petition Date

 

The Debtors subsequently withdrew the Debtors’ Emergency Motion For Entry Of An Order (A) Establishing Notification And Hearing Procedures For Transfers Of, Or Claims Of Worthlessness With Respect To, Certain Common Stock And (B) Granting Related Relief (the “Stock Transfer Motion”).

 

While, as set forth in the Stock Transfer Motion, the Debtors believed that there may be $25.2 million in available net operating losses and other potential tax attributes available to the Debtors’ estates, it is impossible to attribute any actual cash benefit to the Debtors’ estates with respect to such tax attributes at this time. It is possible, and indeed likely, that the net operating losses and other potential tax attributes available to the Debtors’ estates have no cash value that will inure to the benefit of the Debtors’ estates.

 

In addition, upon further review of the Stock Transfer Motion and after considering commentary from the Bankruptcy Court, the Debtors, through the CRO, determined that it was in the best interest of the Debtors’ estates to withdraw the Stock Transfer Motion. The noticing costs and administrative manpower to implement the intricate noticing procedures proposed therein would more likely outweigh the potential minimal cash value of the net operating losses and other potential tax attributes, particularly because the transfer scenarios outlined in the Stock Transfer Motion were remote based on the current ownership structure of the Debtors’ common stock.

 

 

2.          Appointment of Unsecured Creditors’ Committee.

 

On April 27, 2012, the Office of the United States Trustee formed the Joint Committee of Creditors Holding Unsecured Claims (the “Unsecured Creditors’ Committee”) consisting of Chevron Products Company, a Division of Chevron U.S.A., Inc., PDS Enterprises, LLC d/b/a Sullivan's Advanced Fleet Service and the Dupont Pension Trust. On May 24, 2012, the Bankruptcy Court approved the retention of Ehrenstein Charbonneau Calderin as counsel to the Unsecured Creditors’ Committee.

 

3.          Sale of the Debtors’ Assets.

 

On April 27, 2012, the Debtors filed the Motion For Entry Of Orders Pursuant To Section 105, 363 And 365 Of The Bankruptcy Code And Federal Rules Of Bankruptcy Procedure 2002, 6004 And 6006: (A) Approving The Sale Of Assets To Sun Coast Resources, Inc., Pursuant To The Terms Of That Certain Asset Purchase Agreement Dated April 27, 2012, Or A Higher And Better Bidder; (B) Authorizing The Debtors To Consummate The Sale Of Such Assets Free And Clear Of All Liens, Claims, And Encumbrances, With All Such Liens, Claims, And Encumbrances To Attach To The Proceeds Thereof; (C) Establishing Bidding Procedures For The Sale Of Such Assets; (D) Authorizing The Debtors To Provide Certain Stalking Horse Bid Protections; (E) Scheduling A Hearing To Consider The Approval Of And Approving The Sale Of The Assets; (F) Approving The Form And Manner Of Notice In Connection Therewith; (G) Authorizing The Assumption And Assignment Of Certain Executory Contracts And Unexpired Leases; And (H) Granting Related Relief [D.E. #66] (the “Sale Motion”). Pursuant to the Sale Motion, the Debtors sought to sell: (i) those certain assets (the “Texas Assets”) associated with the business of the Debtors in their various operating locations in the State of Texas and used in such operations as a going concern, as such Texas Assets are more fully described in the Sale Motion and its attachments, and (ii) those certain vehicles not used directly in the operation of the Debtors’ business in the State of Texas (the “Vehicles Outside Texas”), as such Vehicles Outside Texas are more fully described in the Sale Motion and its attachments.

 

On May 2, 2012, the Court entered an Order Granting Certain Relief Requested in the Bidding Procedures Order Motion For Entry Of Orders Pursuant To Section 105, 363 And 365 Of The Bankruptcy Code And Federal Rules Of Bankruptcy Procedure 2002, 6004 And 6006: (A) Approving The Sale Of Assets To Sun Coast Resources, Inc., Pursuant To The Terms Of That Certain Asset Purchase Agreement Dated April 27, 2012, Or A Higher And Better Bidder; (B) Authorizing The Debtors To Consummate The Sale Of Such Assets Free And Clear Of All Liens, Claims, And Encumbrances, With All Such Liens, Claims, And Encumbrances To Attach To The Proceeds Thereof; (C) Establishing Bidding Procedures For The Sale Of Such Assets; (D) Authorizing The Debtors To Provide Certain Stalking Horse Bid Protections; (E) Scheduling A Hearing To Consider The Approval Of And Approving The Sale Of The Assets; (F) Approving The Form And Manner Of Notice In Connection Therewith; (G) Authorizing The Assumption And Assignment Of Certain Executory Contracts And Unexpired Leases; And (H) Granting Related Relief [D.E. #83] approving certain bid procedures and stalking horse bid protections and scheduling an Auction (the “Bid Procedures Order”).

 

On the bid deadline of May 24, 2012, the Debtors received the following: (i) no competing bids for the Texas Assets; and (ii) six (6) competing bids for various groupings of the Vehicles Outside Texas from: Sun Coast Resources, Inc. (the “Stalking Horse”), Reladyne LLC, On-Site Fuel Service, Inc., Lynch Oil Company, Supreme Petroleum, Inc./Stanley R. Streicher and Lease D.O.T. Services, Inc. (collectively, the “Bidders”). Each of the Bidders was deemed a Qualified Bidder, as defined in the Bid Procedures Order.

 

 

On May 25, 2012, the Debtors conducted an Auction with respect to the Vehicles Outside Texas and separated the Vehicles Outside Texas into six (6) lots pursuant to the procedures set forth in the Bid Procedures Order. The results of the Auction were as follows:

 

·

Vehicles Outside Texas – Lot 1: Stalking Horse bid of $877,500, Winning Bid of $1,180,000.00 by Sun Coast Resources, Inc.

 

·

Vehicles Outside Texas – Lot 2: Stalking Horse bid of $777,000, Winning Bid of $1,811,250.00 by On-Site Fuel Service, Inc.

 

·

Vehicles Outside Texas – Lot 3: Stalking Horse bid of $233,750.00, Winning Bid of $390,000.00 by Sun Coast Resources, Inc.

 

·

Vehicles Outside Texas – Lot 4: Stalking Horse bid of $99,000.00, Winning Bid of $336,000.00 by Reladyne LLC.

 

·

Vehicles Outside Texas – Lot 5: Stalking Horse bid of $43,500.00, Winning Bid of $62,000.00 by Sun Coast Resources, Inc.

 

·

Vehicles Outside Texas – Lot 6: Stalking Horse bid of $1,250.00, Winning Bid of $3,900.00 by Leader D.O.T. Services, Inc.

 

·

Vehicles Outside Texas – (All Remaining Vehicles, not included in Lots 1 through 6): Stalking Horse bid of $2,968,000.00 by Sun Coast Resources, Inc. – no competing bids.

 

·

Texas Assets – Stalking Horse bid of $4,000,000.00 by Sun Coast Resources, Inc. – no competing bids.

 

In total, the Auction yielded a total gross value to the Debtors’ Estates of $10,751,150 and a gross incremental value above the Stalking Horse bids in the amount of $1,751,150.00.

 

In connection with the Sale Motion, the Debtors engaged Bayshore Partners, LLC to assist with the marketing of the assets contemplated under the Sale Motion. On May 1, 2012, the Debtors filed the Debtors’ Emergency Application (I) Pursuant To 11 U.S.C. §§327 And 328 And Fed. R. Bankr. P. 2014 And 2016 For An Order Authorizing The Retention And Employment Of Bayshore Partners, LLC As Investment Banker (II) Approving Proposed Fee Structure, And (III) Other Relief (the “Bayshore Motion”) [D.E. #76]. On May 4, 2012, the Court entered an Order granting the Bayshore Motion (the “Bayshore Order”). On May 9, 2012, the Office of the United States Trustee filed an Objection and Motion to Vacate the Bayshore Order. After subsequent hearing, on May 24, 2012, the Court entered a Final Order granting the Bayshore Motion (the “Final Bayshore Order”), which incorporated certain comments of the Office of the United States Trustee.

 

 

Based on the Auction results, Bayshore earned a collective transaction fee of $376,131.00, in addition to its $50,000 Initial Fee, as defined in the Bayshore Motion. Pursuant to the Final Bayshore Order, Bayshore has been paid all of its fees and expenses and is not required to file formal fee applications.

 

On May 29, 2012, the Unsecured Creditors’ Committee, the Ad Hoc 503(b)(9) Committee and Wells Fargo each filed a limited objection to the Sale Motion.

 

On June 1, 2012, the Court entered an:

 

(i)

Order Granting Debtors' Motion For Order Pursuant To Sections 105, 363 And 365 Of The Bankruptcy Code And Federal Rules Of Bankruptcy Procedure 2002, 6004, And 6006: (A) Approving The Sale Of Assets To Sun Coast Resources, Inc, And Its Assignee Lehne Property Holdings V, LLC, Pursuant To The Terms Of That Certain Asset Purchase Agreement Dated April 27, 2012, Or Higher And Better Bidder;; (B) Authorizing The Debtors To Consummate The Sale Of Such Assets Free And Clear Of All Liens, Claims, Encumbrances And Interests, With All Such Liens, Claims, Encumbrances And Interests To Attach To The Proceeds Thereof; (C) Approving Break-Up Fee And Costs Reimbursement and Payment Thereof; (D) Authorizing The Debtor To Disburse The Sale Proceeds To Wells Fargo Bank, N.A. Pursuant To The Terms Herein (E) Authorizing The Debtors To Pay Bayshore Partners, LLC The Transaction Fee And Reimbursement Of Costs From The Sale Proceeds; And (F) Authorizing Assumption And Assignment Of Certain Unexpired Leases And Executory Contracts [D.E. #209] (The “Sun Coast Sale Order”);

 

(ii)

Order Granting Debtors' Motion For Order Pursuant To Sections 105, 363 And 365 Of The Bankruptcy Code And Federal Rules Of Bankruptcy Procedure 2002, 6004, And 6006: (A) Approving The Sale Of Certain Vehicles Outside Texas To Leader D.O.T. Services, Inc. Pursuant To The Terms Of That Certain Asset Purchase Agreement Dated May 22, 2012, As Modified At The Auction; (B) Authorizing The Debtors To Consummate The Sale Of Such Vehicles Free And Clear Of All Liens, Claims, Encumbrances And Interests, With All Such Liens, Claims, Encumbrances And Interests To Attach To The Proceeds Thereof; And (C) Granting Related Relief [D.E. #211] (The “Leader Sale Order”);

 

(iii)

Order Granting Debtors' Motion For Order Pursuant To Sections 105, 363 And 365 Of The Bankruptcy Code And Federal Rules Of Bankruptcy Procedure 2002, 6004, And 6006: (A) Approving The Sale Of Certain Vehicles Outside Texas To On-Site Fuel Service, Inc. Pursuant To The Terms Of That Certain Asset Purchase Agreement Dated May 23, 2012, As Modified At The Auction; (B) Authorizing The Debtors To Consummate The Sale Of Such Vehicles Free And Clear Of All Liens, Claims, Encumbrances And Interests, With All Such Liens, Claims, Encumbrances And Interests To Attach To The Proceeds Thereof; And (C) Granting Related Relief [D.E. #214] (The “On-Site Sale Order”); and

 

 

(iv)

Order Granting Debtors' Motion For Order Pursuant To Sections 105, 363 And 365 Of The Bankruptcy Code And Federal Rules Of Bankruptcy Procedure 2002, 6004, And 6006: (A) Approving The Sale Of Certain Vehicles Outside Texas To Reladyne, LLC Pursuant To The Terms Of That Certain Asset Purchase Agreement Dated May 24, 2012, As Modified At The Auction; (B) Authorizing The Debtors To Consummate The Sale Of Such Vehicles Free And Clear Of All Liens, Claims, Encumbrances And Interests, With All Such Liens, Claims, Encumbrances And Interests To Attach To The Proceeds Thereof; And (C) Granting Related Relief [D.E. #215] (the “Reladyne Sale Order”)

 

(the Sun Coast Sale Order, Leader Sale Order, On-Site Sale Order and Reledyne Sale Order, shall be collectively referred to as the “Sale Orders”).

 

The objections to the sale filed by Wells Fargo, the Unsecured Creditors’ Committee and the Ad Hoc 503(b)(9) Committee were resolved within each of the respective Sale Orders.

 

The Closing under each of the various Sale Orders occurred in early June 2012.

 

4.          Debtors’ Use of Cash Collateral and Payments Made to Wells Fargo.

 

As one of its first day motions, the Debtors filed the Cash Collateral Motion and sought entry of an interim Cash Collateral Order. On April 19, 2012, the Bankruptcy Court entered the Interim Cash Collateral Order allowing the Debtors to utilize cash collateral and granting Wells Fargo various adequate protection. A further hearing on the Cash Collateral Order was set for April 27, 2012. A second Interim Cash Collateral Order was entered on April 30, 2012, with a continued hearing set for May 15, 2012. A third Interim Cash Collateral Order was entered on May 21, 2012, with a continued hearing set for May 30, 2012. A Final Cash Collateral Order was entered on June 4, 2012, and amended on June 7, 2012.

 

Prior to entry of the Final Cash Collateral Order, the Unsecured Creditors’ Committee and the Ad Hoc 503(b)(9) Committee each filed limited objections to the Debtors’ use of Cash Collateral. All objections were subsequently resolved by agreement in the Final Cash Collateral Order.

 

Wells Fargo contended that Debtors were indebted to Lender, as of the Petition Date, for revolving credit loans in the approximate principal amount of $6,695,581; for term loans in the approximate principal amount of $3,283,511; for fees, expenses, and other charges associated with depository accounts and other banking products and services; in the approximate amount of $900,000 for reimbursement obligations arising out of two unexpired letters of credit; and in the amount of $125,000 (the “Termination Fee”) for an early termination fee pursuant to section 12.1(c) of the Loan Agreement (collectively with all Obligations (as defined in the Pre-Petition Loan Agreement) and all interest, fees, costs, legal expenses and other amounts heretofore or hereafter accruing thereon or at any time chargeable to any Debtor in connection therewith, the "Pre-Petition Debt").

 

  

Pursuant to the Final Cash Collateral, immediately after the Closing under the Sale Motion, the Debtors made a Provisional Payment (as described and defined in the Final Cash Collateral Order) in the amount of $10,972,056.79 to Wells Fargo. Wells Fargo asserts that such Provisional Payment did not and does not constitute full and final payment of the claims of Wells Fargo against the Debtors or a release of the liens and security interests of Wells Fargo against the Collateral, all of which claims and liens shall continue to encumber all Collateral and proceeds from Collateral owned by the Debtors at the time of and after the Closing unless and until otherwise ordered by the Bankruptcy Court. From the proceeds of the Closing, the Debtors also reserved an amount equal to $300,000.00 under the Final Cash Collateral Order for the payment of any remaining unsatisfied claim of Wells Fargo to the extent allowed by the Bankruptcy Court. Specifically, Wells Fargo contends that it is owed the Termination Fee in an amount equal to $125,000.00 under the Pre-Petition Loan Documents, legal fees and expenses and certain contingent indemnification claims. The Debtors and the Unsecured Creditors’ Committee dispute that such amounts are owed or that payment should be made thereon.

 

Pursuant to the Final Cash Collateral Order, any interested party having standing to do so may commence an appropriate adversary proceeding or contested matter objecting to the validity or amount of the Pre-Petition Debt, or the validity, extent, perfection, priority or non-avoidability of the Pre-Petition Liens in the Pre-Petition Collateral or seeking disgorgement of all or part of the payment of the Pre-Petition Debt, which adversary proceeding or contested matter must be filed no later than July 13, 2012 , provided that such deadline may be extended by the Court for good cause shown or with the written consent of Lender (the "Challenge Deadline").

 

On June 28, 2012, Wells Fargo, the Debtors, the Unsecured Creditors’ Committee and the Ad Hoc 503(b)(9) Committee filed a Stipulation Extending Challenge Deadline (the “Challenge Stipulation”), which states, in pertinent part, that the Debtors and the Committees have concluded that the security interests and liens in favor of Wells Fargo were properly perfected and unavoidable as of the Petition Date, except with respect certain real property located in Tampa, Florida, and motor vehicles that are subject to certificate of title laws and as to which Lender's lien was not noted on the applicable certificate of title as of the Petition Date (collectively, the "Excluded Assets").

 

In the Challenge Stipulation, the Debtors, the Unsecured Creditors’ Committee and the Ad Hoc Committee stipulated that the security interests and liens in favor of Lender were properly perfected and unavoidable as of the Petition Date, except with respect to the Excluded Assets. For avoidance of doubt, Wells Fargo asserts that its liens and security interests encumber all of the Assets of the Debtors (excluding the Excluded Assets) for all amounts remaining owed to Wells Fargo.

 

In addition, the Challenge Stipulation originally provided that the Challenge Deadline was extended through and including July 31, 2012, solely for the benefit of the Debtors and the Committees and solely with respect to issues other than the perfection and avoidability of Lender's security interests and liens as and to the extent stipulated therein.

 

Nothing in this Challenge Stipulation was intended or shall be construed to (i) give any party in interest standing to assert any claim or cause of action that such party in interest does not otherwise have or (ii) preclude any party in interest from arguing that the Challenge Deadline does or does not apply to claims for surcharge under 11 U.S.C. § 506(c).

 

 

Lender, the Debtors and the Committees subsequently stipulated that the Challenge Deadline was further extended through and including August 31, 2012, solely for the benefit of the parties to the Stipulation, and with respect to issues other than the perfection and avoidability of Lender's security interests and liens as and to the extent stipulated therein. Prior to the expiration of such deadline, the Unsecured Creditors’ Committee filed the Standing Motion and the Surcharge Motion (each as defined below), pursuant to which the Unsecured Creditors’ Committee asserted, among other things, surcharge claims against Wells Fargo and sought the authority of the Bankruptcy Court to bring such claims on behalf of the Estates. Wells Fargo filed their Standing/Surcharge Objection in connection therewith. The Bankruptcy Court has not held a hearing on the Standing Motion or the Surcharge Motion. As a result of the above, the Challenge Deadline expired and the only claims asserted against Wells Fargo are those asserted in the Surcharge Motion. In the event the Standing Motion is granted, then the Challenge Period has been extended until three business days after the Bankruptcy Court rules thereon.

 

5.          Debtors’ Employee Incentive Bonus Program.

 

On May 10, 2012, the Debtors filed the Debtors’ Motion For Entry Of Order Authorizing Approval Of Employee Incentive Bonus Program And Payment Of Incentive Bonuses And Request For Expedited Hearing seeking to implement an incentive bonus program (the “Bonus Program”) providing for the payment of certain Incentive Bonuses (as defined therein) to certain of the Debtors’ critical employees (the “Employee Bonus Motion”). The Employee Bonus Motion was granted on May 23, 2012. Pursuant to the Employee Bonus Motion, the Debtors paid an aggregate of: (i) $59,783.00 to 30 employees of SMF; (ii) $53,748.00 to 57 employees of H&W; and (iii) $1,189.00 to 1 employee of SMF Services during the Debtors’ business wind—down period. The Debtors do not anticipate paying any further bonuses under the Bonus Program.

 

6.          Agreed Procedures With The Ad Hoc 503(b)(9) Committee and Chevron.

 

The Debtors filed a Motion seeking to set an administrative claims bar date. At the hearing, the Ad Hoc 503(b)(9) Committee objected and sought specific procedures relating to resolution of its members’ Administrative Vendor Claims. The Ad Hoc 503(b)(9) Committee is comprised of Marathon Petroleum Company LP, Colonial Oil Industries, Inc., Gavilon, LLC, Gulf Oil Limited Partnership, Kendrick Oil Co., TransMontaigne Product Services Inc., and Pro Petroleum Inc.

 

On June 4, 2012, the Court entered an Order setting forth agreed procedures for the submission and resolution of Administrative Vendor Claims for members of the Ad Hoc 503(b)(9) Committee and Chevron (the “503(b)(9) Order”). Specifically, the 503(b)(9) Order provides that:

 

·

The parties will cooperate in good faith to settle any open issues concerning the amount of and entitlement to the Ad Hoc 503(b)(9) Committee member’s or Chevron’s claim. If, on or after July 30, 2012, the Debtors and the Unsecured Creditors’ Committee, on the one hand, and an Ad Hoc 503(b)(9) Committee member or Chevron, on the other, serves written notice upon the other of an impasse in respect of the allowance of any such claim, then within seven (7) days thereafter, the Debtors or the Unsecured Creditors’ Committee shall file a written objection with the Court with respect to the claim at issue and the Court shall resolve any such objection. As of the date of this Disclosure Statement, no impasse, or notice thereon, has been reached by or among the Debtors, Unsecured Creditors’ Committee, Chevron and the Ad Hoc 503(b)(9) Committee.

 

 

·

Once agreement is reached between the Debtors, Unsecured Creditors’ Committee and the Ad Hoc 503(b)(9) Committee members or Chevron concerning the allowance of any such claim, then the Debtors or the Unsecured Creditors’ Committee shall file and serve a stipulated order on ten (10) days negative notice upon the Master Service List and in accordance with the Local Rules.

 

The 503(b)(9) Order was without prejudice to the rights of the Ad Hoc 503(b)(9) Committee, its members and/or Chevron to seek immediate payment of any Administrative Vendor Claim or general administrative claim(s), including interest thereon, and the Debtors’ and Unsecured Creditors’ Committee’s right to object thereto, provided, however, nothing therein shall be deemed to require such a request or preclude the Debtors, Unsecured Creditors’ Committee and members of the Ad Hoc 503(b)(9) Committee and Chevron from agreeing to such payment, subject only to negative notice provided to the Master Service List and other parties-in-interest and an opportunity to object in accordance with Local Rules.

 

The Debtors provided notice to the Ad Hoc 503(b)(9) Committee members and Chevron pursuant to the 503(b)(9) Order. For more information on the claims and applications that were filed and ultimately resolved by the Debtors, please see Section VI(C) below.

 

7.

Resolution of Unsecured Creditors’ Committee’s Request for Derivative Standing to Prosecute Certain Litigation Claims.

 

On June 13, 2012, the Unsecured Creditors’ Committee filed its: (i) Motion Of The Official Committee Of Unsecured Creditors For Derivative Standing To Investigate, Assert And Prosecute Claims Against Officers, Directors And Prepetition Professionals (the “Standing Motion”); and (ii) Application For Approval Of Employment Of Brett M. Amron, Esq. And Bast Amron LLP As Special Litigation Counsel (the “Bast Amron Retention Application”). The Debtors disagreed with the assertions in the Standing Motion and were prepared to challenge both the Standing Motion and the Bast Amron Retention Application.

 

Prior to a hearing on the Standing Motion and the Bast Amron Retention Application, the Debtors and the Unsecured Creditors’ Committee began negotiations to resolve such contested matters and such negotiations resulted in an agreement that was presented in general to the Court at a hearing on July 20, 2012. The agreement provided for a resolution of the Standing Motion and the Bast Amron Retention Application through the terms of the Plan filed contemporaneously herewith, including the provisions concerning the powers and duties of the Liquidating Trustee and the creation and powers and duties of the Oversight Committee outlined therein. The Debtors and the Unsecured Creditors’ Committee also agreed to the entry of an order authorizing the Unsecured Creditors’ Committee to engage Bast Amron to continue the investigation, but not commence prosecution, of the Potential D&O Claims on an hourly fee basis.

 

On July 26, 2012, the Court entered an Order resolving the Bast Amron Retention Application and authorizing Bast Amron’s employment consistent with the Committee Term Sheet nunc pro tunc to July 13, 2012. The hearing on the Standing Motion was continued until a date after the filing of the Plan, at which point it would be withdrawn or denied as moot based on the terms of the Plan.

 

 

8.          Government Investigation.

 

The Debtors have received subpoenas for substantial documents and records from both investigative and administrative entities of the United States Government, including the United States Department of Justice and the Securities and Exchange Commission. As referenced above, the Debtors self-reported its initial findings of potential issues to the authorities. The Debtors continue to fully cooperate with the authorities in providing the requested documentation in a manner designed to comply with its legal obligations as well as to minimize expense to the Estates.

 

9.          Auction of Personal Property at Debtors’ Corporate Office

 

The Debtors retained Stampler Auctions to assist in the sale and liquidation of office assets of the Debtors (the “Office Assets”) located at 200 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida 33309 (the “Property”) through an auction sale scheduled for July 19, 2012 at the Property. The Auction of the Office Assets yielded a gross recovery to the Debtors’ Estates of $70,317.50. The Debtors intend to abandon any remaining assets at the Property as they are of de minimis value to the Debtors’ Estates and the rent expense for the Property is cost prohibitive to the storage of such assets for potential further sale. No other parties have expressed an interest in the assets to be abandoned.

 

10.          Miscellaneous.

 

Pursuant to the Sale Motion and Sale Order, the Debtors assumed and assigned to the Purchaser certain executory contracts and unexpired leases of non-residential real property. In addition, pursuant to an Order dated June 27, 2012, the Debtors rejected additional unexpired non-residential real property leases that were no longer of any benefit to the Debtors’ Estates. A further motion to reject non-residential real property leases was filed on July 27, 2012 and is set for hearing on August 7, 2012. The Debtors intend to reject any and all of the remaining executory contracts, as well as unexpired leases of non-residential real property pursuant to the Plan. On August 6, 2012 the Debtors filed the Motion to Reject the Lease with Leaf Financial Corporation [DE 390]. On August 27, 2012, the Court entered the Order Granting Motion to Reject the Lease with Leaf Financial Corporation [DE 437].

 

11.          The Initial Plan and Initial Disclosure Statement.

 

On August 7, 2012, the Debtors filed the Debtors’ Joint Plan of Liquidation [DE 397] (the “Initial Plan”) and the Debtors’ Joint Disclosure Statement in Connection with Debtors’ Joint Plan of Liquidation [DE 398] (the “Initial Disclosure Statement”).

 

12.          Updated Events Since Filing of Initial Plan and the Initial Disclosure Statement.

 

On August 7, 2012, the Debtors filed the Omnibus Motion to Reject Certain Equipment Leases [DE 396]. On August 27, 2012, the Court entered the Order Granting the Debtors’ Omnibus Motion to Reject Certain Equipment Leases [DE 438].

 

 

On August 8, 2012, the Court entered the Order Granting Debtors’ Second Omnibus Motion to Reject Certain Unexpired Real Property Leases [DE 400].

 

On August 13, 2012, Genovese Joblove and Battista, P.A., as counsel for the Debtors, filed its First Application for Interim Compensation [DE 413] for the amount of Fees $632,075.50 and Expenses $22,064.22. On September 14, 2012, the Court entered the Order Granting First Interim Application For Compensation [DE 466] in the amount of Fees $505,662.80 and Expenses $22,064.22.

 

On August 13, 2012, Kapila & Co., as Accountants for the Debtor, filed its First Application for Interim Compensation [DE 414] for the amount of Fees $868,241.50 and Expenses $17,642.76. On September 14, 2012, the Court entered the Order Granting First Interim Application For Compensation [DE 465] in the amount of Fees $694,593.20 and Expenses $17,642.76.

 

On August 13, 2012, Mitchell E. Herr and Holland & Knight, as Special Securities Counsel for the Debtors, filed its First Interim Fee Application [DE 415] for the amount of Fees $23,780.00 and Expenses $0.00. On September 14, 2012, the Court entered the Order Granting First Interim Application For Compensation [DE 464] in the amount of Fees $19,024.00 and Expenses $0.00.

 

On August 13, 2012, Ehrenstein Charbonneau Calderin, as counsel for the Committee of Unsecured Creditors, filed its First Application for Interim Compensation [DE 416] for the amount of Fees $144,705.00 and Expenses $5,622.19. On September 17, 2012, the Court entered the Order Granting Application for Compensation [DE 472] in the amount of Fees $115,764.00 and Expenses $5,622.19.

 

On August 20, 2012, Shutts & Bowen, as Special Collections Counsel for the Debtors, filed its First Application for Interim Compensation [DE 426] for the amount of Fees $26,250.00 and Expenses $3,427.41. On September 14, 2012, the Court entered the Order Granting First Interim Application For Compensation [DE 463] in the amount of Fees $21,000.00 and Expenses $3,427.41.

 

On August 22, 2012, the Debtors filed the Omnibus Objection to Claims of Phillips 66 Company, Atlas Oil Company, Coface North America Insurance Company and Members of the Ad Hoc Committee of Holders of Section 503(b)(9) Claims for Allowance of 503(b)(9) Administrative Claims [DE 429] on negative notice.

 

On August 27, 2012, the Court entered the Order Granting Application to Employ Sentinel Benefits & Financial Group Nunc Pro Tunc to April 25, 2012 to Terminate the Debtors’ 401k Plan [DE 436].

 

 

On August 27, 2012, the Committee filed the Emergency Motion Derivative Standing to Surcharge Wells Fargo for the Reasonable, Necessary Costs and Expenses of Preserving and Disposing of its Collateral (the “Standing Motion”) [DE 440] and the Motion (I) to Surcharge Wells Fargo for the Debtors' Estates' Necessary and Reasonable Costs and Expenses of Preserving and Disposing of Wells Fargo's Collateral; and (II) Objecting to Wells Fargo's Recovery of the Early Termination Fee (the “Surcharge Motion”) [DE 441]. On September 14, 2012, Creditor, Wells Fargo filed the Response to Emergency Motion Derivative Standing to Surcharge Wells Fargo for the Reasonable, Necessary Costs and Expenses of Preserving and Disposing of its Collateral (the “Surcharge/Standing Objection”) [DE 467].

 

On August 27, 2012, the Committee filed the Notice to Withdraw the Motion (I) to Surcharge Wells Fargo for the Debtors' Estates' Necessary and Reasonable Costs and Expenses of Preserving and Disposing of Wells Fargo's Collateral; and (II) Objecting to Wells Fargo's Recovery of the Early Termination Fee [DE 442].

 

On August 31, 2012, De La Hoz & Associates, as Tax Accountants for the Debtors, filed the First Application for Interim Compensation [DE 449] for the amount of Fees $25,555.00 and Expenses $0.00. On October 9, 2012, the Court entered the Order Granting Application for Compensation [DE 515] in the amount of Fees $20,444.00 and Expenses $0.00.

 

On August 31, 2012, the Court entered the Agreed Order Setting Hearing on the Emergency Motion Derivative Standing to Surcharge Wells Fargo for the Reasonable, Necessary Costs and Expenses of Preserving and Disposing of its Collateral and Extending Challenge Deadline [DE 451]

 

On September 6, 2012, the Court entered the Order (I) Setting Hearing To Consider Approval Of Disclosure Statement; (II) Setting Deadline For Filing Objections to Disclosure Statement; And (III) Directing Plan Proponent to Serve Notice [DE 455]. The Court scheduled the hearing to consider approval of the Disclosure Statement to October 16, 2012 at 9:30 a.m.

 

The Committee has noticed various 2004 Examinations of the following persons in connection with the investigation of Potential D&O Claims: (i) Lorraine Wickwire, (ii) C. Rodney O’Connor, (iii) Peter H. Woodward, (iv) Steven Leavitt, (v) Melanie D’Angelo Marauszwski, (vi) Laura Patricia Messenbaugh, (vii) Michael Shore, (viii) Louise P. (Lungaro) Gathright, (ix) Steven Goldberg, (x) Nathaniel Moore, (xi) Larry Mulkey, (xii) Robert S. Picow, and (xiii) Richard Gathright.

 

On September 26, 2012, the Debtors filed the Motion Modify the Term of Employment and Compensation of Harold E. Patricioff, Esq. and the Law Firm of Shutts & Bowen, LLP as Special Collections Counsel to the Debtors (the “Motion to Modify”) [DE 487]. The hearing on the Motion to Modify is scheduled for October 16, 2012 at 9:30 a.m.

 

On October 9, 2012, Creditor Wells Fargo Bank filed the Limited Objection to the Disclosure Statement [DE 512].

 

On October 11, 2012, the Debtors filed the Motion for Entry of an Order Extending Exclusivity Period for Sixty Days [DE 526]

 

On October 15, 2012, the Debtors filed their Amended Joint Plan of Reorganization [DE #549] and First Amended Joint Disclosure Statement [DE #550].

  

 

IV.          VOTING PROCEDURES AND REQUIREMENTS OF CONFIRMATION.

 

A.          Creditors and Interest Holders Entitled to Vote.

 

Except as provided below, any Holder of a Claim whose Claim is impaired under the Plan is entitled to vote if either (i) its Claim has been scheduled by the Debtors and such Claim is not scheduled as disputed, contingent or unliquidated, or (ii) such Holder of a Claim has filed a proof of claim or interest on or before the Claims Bar Date. A Holder of a disputed, unliquidated or contingent Claim, or the Holder of a Claim that has been objected to, is not entitled to vote on the Plan unless such Claim has been allowed prior to the Balloting deadline by the Bankruptcy Court after notice and a hearing, or the Bankruptcy Court estimates such Claim for voting purposes prior to the Balloting deadline. In addition, a vote may be disregarded if the Bankruptcy Court determines that the acceptance or rejection of the Plan by a creditor was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code. The Holders of Claims in Classes 1 and 4 are unimpaired and therefore deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code.

 

B.          Definition of Impairment.

 

Under Section 1124 of the Bankruptcy Code, a class of Claims or Interests is impaired under a plan unless, with respect to each claim or interest of such class, the plan:

 

(1)

leaves unaltered the legal, equitable, and contractual rights to which such claim or interest entitles the Holder of such claim or interest; or

 

(2)

notwithstanding any contractual provision or applicable law that entitles the Holder of such claim or interest to demand or receive accelerated payment of such claim or interest after the occurrence of a default:

 

(A)

cures any such default that occurred before or after the commencement of the case under this title, other than a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code or of a kind that Section 365(b)(2) expressly does not require to be cured;

 

(B)

reinstates the maturity of such claim or interest as such maturity existed before such default;

 

(C)

compensates the Holder of such claim or interest for any damages incurred as a result of any reasonable reliance by such Holder on such contractual provision or such applicable law;

 

(D)

if such claim or such interest arises from any failure to perform a nonmonetary obligation, other than a default arising from failure to operate a nonresidential real property lease subject to section 365(b)(1)(A), compensates the Holder of such claim or such interest (other than the debtor or an insider) for any actual pecuniary loss incurred by such Holder as a result of such failure; and

 

 

(E)

does not otherwise alter the legal, equitable, or contractual rights to which such claim or interest entitles the Holder of such claim or interest.

 

C.          Votes Required for Class Acceptance.

 

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan of reorganization or liquidation by a class of claims as the acceptance by Holders of at least two-thirds in amount and more than one-half in number of the allowed claims of the class actually voting to accept or reject the proposed plan. Section 1126(d) of the Bankruptcy Code defines acceptance of a plan of reorganization or liquidation by a class of interest Holders as the acceptance by Holders of at least two-thirds in amount of the allowed interests of the class actually voting to accept or reject the proposed plan.

 

D.          Information on Voting Ballots.

 

Ballots are being forwarded to the Holders of Claims in Classes 2, 3 and 5 under this Plan. Classes 1 and 4 are unimpaired and therefore are deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Class 6 is impaired under the Plan, but since the Holders of Interests in such Class are not expected to retain or receive any property in connection therewith, Class 6 is deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code.

 

V.   CONFIRMATION OF THE PLAN

 

The Bankruptcy Code establishes certain procedural and substantive requirements for confirmation of a plan of reorganization or liquidation. In addition, the Bankruptcy Code provides a mechanism which enables the proponents of a plan of reorganization or liquidation to confirm such a plan, notwithstanding rejection thereof by a class of creditors or Interest Holders.

 

A.          Confirmation Hearing.

 

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after notice, to hold a hearing on confirmation of the Plan, which hearing may be adjourned by order of the Bankruptcy Court (the “Confirmation Hearing”). The Bankruptcy Court has set the Confirmation Hearing for December 14, 2012 at 9:30 a.m. Section 1128(b) of the Bankruptcy Code provides that any party in interest may object to confirmation of the Plan. Any objection to confirmation must be made in writing and filed with the Bankruptcy Court with proof of service and served upon the following persons on or before December 7, 2012:

 

Paul J. Battista, Esq.	Robert P. Charbonneau, Esq.
Genovese Joblove & Battista, P.A.	501 Brickell Key Dr #301
Miami Tower	Miami, FL 33131
100 S.E. 2nd Street, 44th Floor	(305) 722-2002
Miami, Florida 33131	Fax : (305) 722-2001
E-mail: pbattista@gjb-law.com	Email: rpc@ecccounsel.com
Damaris D Rosich-Schwartz
Office of the US Trustee
51 SW 1 Ave #1204
Miami, FL 33130
(305) 536-6665
Fax : (305) 536-7360
Email: Damaris.D.Rosich-
Schwartz@usdoj.gov

 

 

Unless an objection to confirmation is timely filed and served, it may not be considered by the Bankruptcy Court.

 

B.

Requirements for Confirmation of the Plan.

 

Section 1129 of the Bankruptcy Code sets forth the substantive requirements for confirmation of a plan of reorganization. At the Confirmation Hearing, the Bankruptcy Court will determine whether the requirements of Section 1129 have been satisfied, in which event the Bankruptcy Court will enter an order confirming the Plan. The relevant requirements of Section 1129 of the Bankruptcy Code include:

 

(1)

The plan complies with the applicable provisions of the Bankruptcy Code.

 

(2)

The proponent of the plan has complied with the applicable provisions of the Bankruptcy Code.

 

(3)

The plan has been proposed in good faith and not by any means forbidden by law.

 

(4)

Any payment made or promised by a debtor or by a person issuing securities or acquiring property under the plan, for services or for costs and expenses in, or in connection with the case, or in connection with the plan and incident to the case, has been disclosed to the court, and any such payment made before the confirmation of the plan is reasonable, or if such payment is to be fixed after confirmation of the plan, such payment is subject to the approval of the court as reasonable.

 

(5)

The proponent of the plan has disclosed the identity and affiliations of any individual proposed to serve, after confirmation of the plan, as a director, officer, or voting trustee of a debtor, an affiliate of a debtor participating in a joint plan with a debtor, or a successor to the debtor under the plan, and the appointment to, or continuance in, such office of such individual is consistent with the interests of creditors and equity security Holders and with public policy, and the proponent of the plan has disclosed the identity of any insider that will be employed or retained by a reorganized debtor and has disclosed the nature of any compensation for such insider.

 

 

(6)

With respect to each class of impaired claims or interests —

 

(A)

either each Holder of a claim or interest of such class has accepted the plan or will receive or retain under the plan on account of such claim or interest, property of a value, as of the effective date of the plan, that is not less than the amount that such Holder would so receive or retain if the debtor was liquidated on such date under chapter 7 of the Bankruptcy Code; or

 

(B)

if Section 1111(b)(2) of the Bankruptcy Code applies to the claim of such class, each Holder of a claim of such class will receive or retain under the plan on account of such claim property of a value, as of the effective date of the plan, that is not less than the value of such Holder's interest in the estate's interest in the property that secures such claim.

 

(7)

Each class of claims or interests has either accepted the plan or is not impaired under the plan, or the requirements of Section 1129(b) are satisfied.

 

(8)

Except to the extent that the Holder of a particular claim has agreed to a different treatment of such claim:

 

(A)

The plan provides that administration expenses and gap period claims will be paid in full on the effective date;

 

(B)

Priority claims (other than gap period claims and tax claims) will receive, if such class has accepted the plan, deferred cash payments of a value equal to the allowed amount of such claim or, if such class has rejected the plan, payment in full on the effective date of the plan;

 

(C)

The plan provides that allowed unsecured claims of governmental units for certain kinds of taxes will receive on account of such claim regular installment payments in cash:

 

(i)       of a total value, as of the effective date of the plan, equal to the allowed amount of such claim;

 

(ii)      over a period ending not later than 5 years after the date of the order for relief under section 301, 302 or 303 of the Bankruptcy Code; and

 

(iii)     in a manner not less favorable than the most favored nonpriority unsecured claim provided for by the plan (other than cash payments made to a class of creditors under section 1122(b); and

 

 

(D)

The plan provides that Holders of secured claims which would otherwise meet the description of an unsecured claim of a governmental unit under section 507(a)(8), but for the secured statue of that claim, will receive on account of that claim, cash payments, in the same manner and over the same period, as prescribed in 11 U.S.C. § 1129(a)(9)(C).

 

(9)

If a class of claims is impaired under the plan, at least one class of impaired claims has accepted the plan, determined without including any acceptance of the plan by any insider holding a claim of such class.

 

(10)

Confirmation of the plan is not likely to be followed by the liquidation, or the need for further financial reorganization of the debtor or any successor to the debtor under the plan, unless such liquidation or reorganization is proposed in the plan.

 

(11)

All fees payable under Section 1930 of title 28, United States Code, as determined by the Bankruptcy Court at the hearing on confirmation of the plan, have been paid or the plan provides for the payment of all such fees on the effective date of the plan.

 

(12)

All transfers of property of a plan shall be made in accordance with any applicable provisions of non-bankruptcy law that govern the transfer of property by a corporation or trust that is not a moneyed, business, or commercial corporation or trust.

 

The Debtors believe that the Plan satisfies all the statutory requirements of chapter 11 of the Bankruptcy Code, and that the Debtors have complied, or will have complied, with all of the requirements of chapter 11, including Section 1129.

 

C.

Cramdown.

 

The Bankruptcy Code provides for confirmation of a plan even if it is not accepted by all impaired classes of claims if at least one impaired class has voted to accept the plan and certain other conditions are satisfied. These so-called “cramdown” provisions for confirmation are set forth in Section 1129(b) of the Bankruptcy Code. If any impaired class of claims does not accept the Plan, the Bankruptcy Court may still confirm the Plan at the request of the Debtors if, as to each impaired class which has not accepted the Plan, the Plan does not discriminate unfairly and is fair and equitable. The phrase “fair and equitable” has different meanings for secured and unsecured claims and classes of interests. Because one or more Classes of Impaired Claims under the Plan will be deemed to have rejected the Plan, the Debtors reserve the right to request the Bankruptcy Court to determine at Confirmation whether the Plan is fair and equitable and does not discriminate unfairly against any rejecting Impaired Class of Claims or Interests so as to allow Confirmation despite the vote to reject the Plan. The Debtors also reserve the right to amend the Plan at that time and in such a manner as to permit Confirmation over the vote of the rejecting Impaired Class.

 

 

VI. SUMMARY OF THE PLAN

 

A.

Introduction.

 

Set forth below is a summary of the Plan, which is qualified in its entirety by reference to the complete text of the Plan. ALL CREDITORS AND OTHER PARTIES IN INTEREST ARE URGED TO READ AND REVIEW THE TEXT OF THE PLAN ITSELF PRIOR TO VOTING ON WHETHER TO ACCEPT OR REJECT THE PLAN.

 

This summary is intended merely to provide a perspective on the means for execution and implementation of the Plan and the treatment provided to the various Classes of Claims and Interests.

 

B.

Classifications of Claims and Interests.

 

The Holders of Claims against, and Interests in, the Debtors’ Estates under the Plan are classified as follows:

 

a.	Class 1:	Allowed Priority Claims.
b.	Class 2:	Allowed Secured Claim of Wells Fargo.
c.	Class 3:	Allowed Other Secured Claims.
d.	Class 4:	Allowed Convenience Claims.
e.	Class 5 :	Allowed Unsecured Claims.
f.	Class 6:	Allowed Interests.

   

Classes 2, 3, 5 and 6 are impaired under the Plan. Classes 1 and 4 are not impaired under the Plan. As such, Classes 1 and 4 are deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. In addition, Class 6 is deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code.

 

The Plan consolidates the Debtors solely for purposes of voting on, confirmation of and Distribution under the Plan. Such consolidation is necessary as all monies in these Chapter 11 Cases, including but not limited to the proceeds from the sale of substantially all of the Debtors’ Assets, have been aggregated. At the closing of such sale, the proceeds were not allocated to each of the Debtors as the Debtors’ assets were sold as a single enterprise. Such treatment shall not affect any Debtor’s status as a separate legal entity, change the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of any legal entities, cause the transfer of any Assets, nor result in the substantive consolidation of the Debtors; and, except as otherwise provided by or permitted in the Plan, all Debtors shall continue to exist as separate legal entities. Such treatment shall also not affect any Litigation Claim available to any Debtor or the Debtors’ Estates. The above-described treatment serves only as a mechanism to effect a fair distribution of value to the Holders of Allowed Claims and Allowed Interests.

 

 

Any Holder of a Claim against any Debtor and a Claim based on a guaranty of such Claim given by another Debtor shall receive only a single recovery in respect of each such Claim.

 

Except as otherwise provided in the Plan, Intercompany Claims and Administrative Claims held by one Debtor against another Debtor shall, solely for purposes of receiving Distributions under the Plan, be deemed waived such that no such Intercompany Claim or Administrative Claim shall receive a Distribution under the Plan, and the applicable Debtor shall not be entitled to vote on the Plan in connection therewith.

 

C.

Treatment of Unclassified Claims.

 

The Plan provides for the treatment of unclassified Claims for Allowed Administrative Claims, Allowed Priority Tax Claims and fees due the Office of the United States Trustee. Specifically, the Plan provides that the unclassified Claims shall be treated as follows:

 

Administrative Claims. The Holders of Allowed Administrative Claims against the Estate (with the exception of the Professionals, including those employed pursuant to Sections 327, 328 or 1103 of the Code or Persons who seek payment pursuant to Sections 503(b)(3) and (4) of the Code, who will be paid 100% of the amount of such Administrative Claims allowed by the Bankruptcy Court upon application to the Bankruptcy Court prior to the applicable deadline for filing such applications and entry of an order(s) thereon) shall be paid 100% of their Allowed Administrative Claims in Cash, from Available Funds, unless otherwise ordered by the Bankruptcy Court, upon the earlier to occur of: (i) the later of the Effective Date (or promptly thereafter) or the date of a Final Order allowing such Administrative Claim; (ii) for Allowed Administrative Claims that represent liabilities incurred by any Debtor in the ordinary course of business after the Petition Date with regard to the Debtors, the date on which each such Claim becomes due in the ordinary course of such Debtor’s business and in accordance with the terms and conditions of any agreement relating thereto; or (iii) upon such other dates and terms as may be agreed upon by the Holder of any such Allowed Administrative Claim and the Debtors or the Liquidating Trustee, as the case may be.

 

Holders of Allowed Administrative Vendor Claims and other Allowed Administrative Claims shall be paid by the Debtors from Available Cash on the Effective Date.

 

The Administrative Claims Bar Date in this case was originally set on July 1, 2012 and was subsequently extended to August 10, 2012. Virtually all of the Debtors’ non-Professional Administrative Claims have been asserted pursuant to Section 503(b)(9) of the Bankruptcy Code which provides administrative priority to those persons that provide goods to the Debtors within twenty (20) days prior to the Petition Date. The following chart outlines the persons that have filed Applications for Allowance of Administrative Claims, the amount of the asserted Administrative Claim and the amount of the Claim as agreed to by the Debtors and each respective Holder of such Administrative Claim:

 

 

Administrative Expense Claims

 

DE #		Creditor		Allowed Administrative Claim				Allowed Unsecured Claim
203		Flint Hills Resources		$	261,272.26			$	25,885.80
226		BP West Coast Products, LLC		$	1,009,036.90			$	192,629.61
256		Direct Fuels		$	317,441.88			$	30,510.70
273		Phillips 66 Company		$	516,915.04			$	14,583.25
278		Wells Fargo Bank			Motion Withdrawn
280		Vitol, Inc.		$	119,767.25			$	18,407.96
281		Calumet Missouri, LLC.		$	8,503.90			$	267.36
282		Atlas Oil Company		$	600,921.75			$	7,697.39
284		Coface North Insurance Company, as Subrogee to Noble Petro, Inc.		$	295,547.59			$	42,636.08
292		Claims Recovery Group, LLC		$	7,545.77			$	434.68
308		Denny Oil		$	107,598.09			$	8,136.98
312		Four R Marketing, LLC		$	102,892.46
319		E.W. McWhorter		$	4,684.66
356		Petrocom Energy Corp. LLC		$	53,117.81			$	5,706.98
407		Enterprise Products Operating, LLC		$	10,481.97			$	1,281.34
285		Pro Petroleum, Inc.		$	60,197.34			$	683.56
		Marathon Petroleum
286		Company, LP		$	3,304,326.88			$	42,063.48
287		Colonial Oil Industries, Inc.		$	393,279.25			$	6,821.70
288		Gulf Oil Limited Partnership		$	310,195.83			$	3,751.03
289		Gavilon, LLC		$	832,194.16			$	56,120.27
290		TransMontaigne Product Services, Inc.		$	355,226.46			$	8,741.47
291		Kendrick Oil Co.		$	691,613.49			$	14,520.11
309		Chevron Product Company		$	129,922.22			$	451,153.10

 

 

As of the date hereof, the Debtors have resolved each of the above Administrative Claims in accordance with the chart above.

 

In addition, Wells Fargo filed an Application for Administrative Expense with respect to its asserted superpriority administrative claim under Section 507(b) of the Bankruptcy Code. Such Application was subsequently withdrawn.

 

To the best of the Debtors’ knowledge, all other non-professional Administrative Claims through the date hereof, to the extent incurred, have been paid in a timely manner and shall continue to be paid from the Available Cash as appropriate.

 

With respect to Administrative Claims for professional fees and expenses, there are presently ten (10) professionals involved in this case whose employment has been approved by the Bankruptcy Court, namely: (i) Genovese Joblove & Battista, P.A., general bankruptcy counsel to the Debtors; (ii) Soneet R. Kapila as chief restructuring officer to the Debtors and Kapila & Company as restructuring advisors to the Debtors; (iii) Bayshore Partners, LLC, investment bankers to the Debtors; (iv) Ehrenstein Charbonneau Calderin, counsel to the Unsecured Creditors’ Committee; (v) Shutts & Bowen, LLP, special collections counsel to the Debtors; (vi) De La Hoz & Associates, P.A, tax accountants to the Debtors; (vii) Stampler Industries, Inc., auctioneer to the Debtors; (viii) Bast Amron, LLP, special litigation counsel to the Unsecured Creditors’ Committee; (ix) Holland & Knight, as special securities counsel to the Debtors; and (x) Ahearn, Jasco & Company, P.A., special 401(k) plan audit accountants to the Debtors.

 

Further, the Debtors engaged Trustee Services, Inc. as noticing, claims and balloting agent of the Debtors. Trustee Services, Inc. is not a professional retained under Section 327 of the Bankruptcy Code. Pursuant to the Order granting its retention, Trustee Services, Inc. has been paid $67,126.80 in fees and expenses incurred through June 30, 2012.

 

Pursuant to the Order authorizing their retention, Bayshore Partners was not required to file fee applications. In addition to its initial fee of $50,000.00, Bayshore has been paid 100% of its fees and costs in the amount of $376,939.62.

 

On May 21, 2012, the Court entered an Administrative Order Pursuant To 11 U.S.C. §§ 105(A) And 331 Establishing Procedures For Interim Compensation And Reimbursement Of Expenses Of Professionals (the “Interim Fee Order”). Pursuant to the Interim Fee Order, various Professionals have been paid the following from the Petition Date through August 31, 2012: (i) GJB - $624,758.49 in fees and $31,696.09 in expenses; (ii) Kapila & Co. - $780,641.05 in fees and $19,460.17 in expenses; (iii) ECC - $164,840.13 in fees and $6,312.93 in expenses; (iv) Shutts - $31,187.49in fees and $4,187.49 in expenses; (v) De La Hoz - $21,952.00 in fees and $0.00 in expenses; and (vi) Holland & Knight - $23,855.20 in fees and $0.00 in expenses.

 

Stampler’s fee in connection with the auction of certain of the Debtors’ personal property held on July 9, 2012 was in the form of a buyer’s premium. In addition, pursuant to its retention order, Stampler was paid $4,500 in reimbursement for auction expenses.

 

As of the date of this Disclosure Statement, neither Ahearn nor Bast Amron have been paid any amounts pursuant to their retention.

 

 

The fees of the Professionals accrued and not paid pursuant to the 20% holdback as referenced in the Interim Fee Order from the Petition Date through August 31, 2012 are as follows: (i) GJB - $148,265.60 (ii) Kapila & Co. - $190,295.22; (iii) ECC – $39,631.80; (iv) Shutts –6,750.00; (v) De La Hoz – $5,488.00; (vi) Holland & Knight - $5,963.80; and (vii) Bayshore Partners and Stampler have been paid in full and will not have any additional fees or expenses.

 

Bayshore Partners and Stampler have been paid in full and will not have any additional fees or expenses.

 

Final Fee Applications for all Professionals will be filed with the Bankruptcy Court on or before the deadline set in connection with the Confirmation Hearing.

 

Priority Tax Claims.   Each Holder of an Allowed Priority Tax Claim under Section 507(a)(8) of the Code, shall, in the discretion of the Debtors, be paid (A) in installments consistent with the provisions of the Section 1129(a)(9)(C) of the Code, or (B) in full from Available Cash, on the later of (i) the Effective Date (or promptly thereafter); (ii) the date on which such Priority Tax Claim is allowed by Final Order of the Bankruptcy Court, or (iii) such later date as agreed to by the Holder of an Allowed Priority Tax Claim and the Debtors or the Liquidating Trustee, as the case may be.

 

The Debtors estimate that the total Priority Tax Claims is approximately $2,200,000.00. The Priority Tax Claims are subject to (i) objections to be filed by the Debtors and/or the Unsecured Creditors’ Committee by the deadline to be set by the Bankruptcy Court, and (ii) set off rights in respect of certain of such Priority Tax Claims.

 

United States Trustee’s Fee.   The Debtors shall pay the U.S. Trustee the appropriate sum required pursuant to 28 U.S.C. §1930(a)(6) on the Effective Date, and simultaneously provide to the U.S. Trustee an appropriate affidavit indicating Cash disbursements for all relevant periods; notwithstanding anything contained in the Plan to the contrary, the Liquidating Trustee shall further pay the U.S. Trustee the appropriate sum required pursuant to 28 U.S.C. §1930(a)(6) for post-confirmation periods within the time periods set forth in 28 U.S.C. §1930(a)(6) until the earlier of the closing of this case by the issuance of a Final Decree by the Bankruptcy Court, or upon entry of an order of this Bankruptcy Court dismissing the case, or converting this case to another chapter under the United States Bankruptcy Code, and the Liquidating Trustee shall provide to the U.S. Trustee, upon the payment of each post-confirmation payment, a quarterly report and appropriate affidavit indicating income and disbursements for the relevant periods. To date, the Debtors have paid all fees due and owing to the Office of the United States Trustee, and the Debtors or Liquidating Trustee, as applicable, anticipate paying all such fees through Confirmation of the Plan and thereafter as provided herein.

 

Any outstanding United States Trustee’s Fees shall be paid by the Debtors from Available Cash on the Effective Date.

 

D.

Treatment of Classified Claims.

 

Classes 2, 3, 5 and 6 are impaired under the Plan. Classes 1 and 4 are not impaired under the Plan. The Classes of Claims and Interests under the Plan shall be treated as follows:

 

 

1.          Class 1. Allowed Priority Claims. Each Allowed Priority Claim against theDebtors’ Estates shall be paid in full on the later of: (i) the Effective Date (or promptly thereafter); or (ii) the date of a Final Order allowing such Priority Claim.

 

Based upon the Schedules and the proofs of claims filed against the Estates and excluding Priority Tax Claims and Administrative Vendor Claims discussed elsewhere in this Disclosure Statement, the Debtors estimate that there will be no Allowed Priority Claims against the Estates. Priority Claims are, however, subject to (i) objections to be filed by the Debtors and/or the Unsecured Creditors’ Committee by the deadline to be set by the Bankruptcy Court, (ii) set off rights in respect of certain of such Priority Claims, and (iii) potential avoidance actions being prosecuted or to be prosecuted by the Liquidating Trustee. Holders of Priority Claims will receive a Distribution equal to 100% of their Allowed Priority Claim from Available Cash on the Effective Date.

 

2.          Class 2. Allowed Secured Claim of Wells Fargo. The Allowed Class 2 Secured Claim of Wells Fargo shall be satisfied by Wells Fargo receiving from the Debtors one or more of the following: (i) the net proceeds of the liquidation of the collateral securing the Allowed Class 2 Secured Claim, including but not limited to, (a) from payments made to Wells Fargo under and pursuant to the Cash Collateral Order, and/or (b) through a sale of such collateral pursuant to section 363 of the Bankruptcy Code or otherwise; (ii) realization of the indubitable equivalent of the Allowed Class 2 Secured Claim, including either in the form of Cash equal to the value of such collateral pursuant to section 506(a) of the Bankruptcy Code and/or the return of the collateral securing such Allowed Class 2 Secured Claim in accordance with 11 U.S.C. § 1129(b)(2)(A)(iii); or (iii) satisfaction of such Allowed Class 2 Secured Claim as otherwise authorized by the Code or agreed to by the Holder of such Allowed Class 2 Secured Claim. Such satisfaction shall occur on the later of the Effective Date or the date the Class 2 Secured Claim of Wells Fargo is Allowed by a Final Order. Any portion of the Allowed Claim of Wells Fargo that is not satisfied as part of its Allowed Class 2 Secured Claim shall be treated as an Allowed Class 5 Unsecured Claim pursuant to the term of this Plan.

 

Since the Petition Date, Wells Fargo has received $11,096,111.67 in total payments from the Debtors (including an amount equal to $10,972,056.79 from the proceeds of the sale of substantially all of the Debtors’ Assets at the Closing) in satisfaction of its Allowed Secured Claim. A portion of Wells Fargo’s Secured Claim with respect to an alleged Termination Fee in the amount of $125,000.00 remains unpaid and disputed. In addition, Wells Fargo may assert additional claims for attorneys’ fees and expenses under Section 506(b) of the Bankruptcy Code, as well as claims for indemnification under the Loan Documents.

 

3.          Class 3. Allowed Other Secured Claims. Each Allowed Other Secured Claim against the Estates shall be classified in a separate sub-class within this Class 3 and shall be satisfied by each Holder of an Allowed Class 3 Other Secured Claim receiving from the Estates one or more of the following: (i) the proceeds of the liquidation of the collateral securing such Allowed Other Secured Claim; (ii) return of the collateral securing such Allowed Other Secured Claim in accordance with 11 U.S.C. §1129(b)(2)(A)(iii); or (iii) satisfaction of such Allowed Other Secured Claim as otherwise authorized by the Bankruptcy Code or agreed to by the Holder of such Allowed Other Secured Claim. Such satisfaction shall occur on the later of the Effective Date or the date each respective Class 3 Other Secured Claim is Allowed by a Final Order. Any portion of an Allowed Other Secured Claim that is not satisfied as part of its Allowed Class 3 Other Secured Claim shall be treated as an Allowed Class 5 Unsecured Claim pursuant to the term of this Plan.

 

 

Several claimants filed proofs of claim in these Chapter 11 Cases asserting Secured Claims against the Estates on account of, among other things, certain equipment utilized by the Debtors in their operations prior to the Petition Date. The Debtors will be filing an objection to these Secured Claims prior to the Confirmation Hearing. The Debtors do not believe any of these filed Secured Claims represent legitimate Secured Claims against the Debtors’ Estates.

 

4.          Class 4. Allowed Convenience Claims. Each Allowed Convenience Claim against the Debtors’ Estates shall be satisfied by a Distribution to the Holder of each such Allowed Convenience Claim of an amount equal to 100% of such Allowed Convenience Claim on the Effective Date (or promptly thereafter) from Available Cash. No Distribution shall be made to Holders of Allowed Convenience Claims in this Class 4 unless and until all Allowed Administrative Claims, all Allowed Post-Confirmation Administrative Claims, all Allowed Priority Tax Claims and all Allowed Claims in Classes 1 through 3 have been paid in full, reserved or otherwise resolved, and/or included in or accounted for in the Distribution at issue.

 

Based upon the Schedules and the proofs of claims filed against the Estates, the total Convenience Claims asserted against the Estates to date equals approximately $100,000.00. The Convenience Claims are, however, subject to (i) objections to be filed by the Debtors by the deadline to be set by the Bankruptcy Court, (ii) set off rights in respect of certain of such Convenience Claims, and (iii) potential avoidance actions being prosecuted or to be prosecuted by the Debtors or the Liquidating Trustee. Ballots provided to Holders of Allowed Unsecured Claims will give such Holders the option of “opting in” to Class 4 if their Allowed Unsecured Claim exceeds $1,000 and receiving a Distribution of $1,000.00 on the Effective Date in full satisfaction of such Allowed Convenience Claim. The Debtors are unable to estimate how many Holders of Allowed Unsecured Claims may “opt-in” to Class 4 during the balloting process.

 

The Debtors estimate that Holders of Allowed Convenience Claims will receive a Distribution equal to 100% of their Allowed Convenience Claims from Available Cash on the Effective Date.

 

5.          Class 5. Allowed Unsecured Claims. Each Holder of an Allowed Unsecured Claim against the Debtors’ Estate shall receive Distributions on a pro rata basis with the Holders of all Allowed Unsecured Claims in this Class 5. The Distributions to the Holders of Allowed Unsecured Claims hereunder shall be made on each Distribution Date and shall be made from the Available Cash on deposit from time to time with the Debtors and/or the Liquidating Trust, as applicable in accordance with the terms of this Plan. No Distribution shall be made to Holders of Allowed Unsecured Claims in this Class 5 unless and until all Allowed Administrative Claims, all Allowed Post-Confirmation Administrative Claims, all Allowed Priority Tax Claims and all Allowed Claims in Classes 1, 2, 3 and 4 have been paid in full, reserved or otherwise resolved, and/or included in or accounted for in the Distribution at issue.

 

 

The Debtors estimate that the total amount of Allowed Unsecured Claims is approximately $7,300,000 plus amounts for unliquidated claims which are unknown at this time. The Unsecured Claims are, however, subject to (i) objections to be filed by the Debtors by the deadline to be set by the Bankruptcy Court, (ii) set off rights in respect of certain of such Unsecured Claims, and (iii) potential avoidance actions being prosecuted or to be prosecuted by the Debtors or the Liquidating Trustee. As set forth in the Liquidation Analysis attached hereto as Exhibit D, the Debtors estimate that the dividend to Holders of Allowed Unsecured Claims will be 46%, subject to the assumptions contained therein.

 

6.          Class 6. Allowed Interests. Each Holder of an Allowed Interest in the Debtors as of the Effective Date shall receive Distributions on a pro rata basis with the Holders of all such Allowed Interests in this Class 6. The Distributions to the Holders of Allowed Interests hereunder shall be made on each Distribution Date and shall be made from the Available Cash on deposit from time to time from the Debtors or Liquidating Trust, as applicable, provided however, that no Distribution shall be made to Holders of Allowed Interests in this Class 6 unless and until all Allowed Administrative Claims, all Allowed Post-Confirmation Administrative Claims, all Allowed Priority Tax Claims and all Allowed Claims in Classes 1 through 5 have been paid in full, reserved or otherwise resolved and/or included in or accounted for in the Distribution at issue. Subject to the right to receive Distributions hereunder, all Interests in the Debtors shall be extinguished and canceled as of the Effective Date.

 

The Debtors do not anticipate that the Holders of Class 6 Allowed Interests will receive any Distributions under the Plan. In the event that Holders of Class 6 Allowed Interests receive any Distributions under the Plan, such Distributions shall be made on a pro-rata basis determined by the ratio of the number of shares in the Debtors owned by each such Holder divided by the total number of outstanding shares as of the Effective Date. Neither the Debtors nor the Liquidating Trustee shall have an obligation to make a Distribution to any Person who was not a Holder of Interests on the Effective Date.

 

E.

Implementation of the Plan

 

1.          Transfer and Vesting of Property of the Estates.

 

On the Effective Date of the Plan, (i) the Liquidating Trust Assets shall vest in, and be transferred to, the Liquidating Trust, which Liquidating Trust shall constitute, be appointed as and be deemed a representative of the Estate pursuant to and in accordance with the terms of Section 1123(b)(3)(B) of the Bankruptcy Code solely for the benefit of all Holders of Allowed Unsecured Claims and Allowed Interests under the Plan with respect to, among other things, any Litigation Claims, and (ii) the Liquidating Trust, through the Liquidating Trustee, is and shall be authorized and appointed to investigate, prosecute, enforce, pursue and settle, and continue to investigate, prosecute, enforce, pursue and settle, the liquidation of such Liquidating Trust Assets, including Litigation Claims as a representative of the Estate pursuant to and in accordance with the terms of Section 1123(b)(3)(B) of the Bankruptcy Code solely for the benefit of all Holders of Allowed Unsecured Claims and Allowed Interests under the Plan.

 

 

The Liquidating Trust shall be created for the primary purpose of liquidating assets transferred to it, with no objective to continue to engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. The Estates will treat the transfer of assets to the Liquidating Trust for all purposes of the Internal Revenue Code as a transfer to beneficiaries to the extent that the the Holders of Allowed Claims are the beneficiaries of the Liquidating Trust. Accordingly, the transfer will be treated as a deemed transfer to the beneficiary-creditors followed by a deemed transfer by the beneficiary-creditors to the Liquidating Trust. The beneficiaries of the Liquidating Trust will be treated as the trust grantors and deemed owners of the Liquidating Trust.

 

The Liquidating Trustee will file tax returns for the Liquidating Trust as a grantor trust in accordance with IRC Reg. Sec. 1.671-4(a). In addition, the Liquidating Trustee will provide for consistent valuation of property transferred to the Liquidating Trust and those valuations must be used for all federal income tax purposes by the Estates, the Liquidating Trust and the beneficiaries.

 

NOTWITHSTANDING ANYTHING IN THE PLAN TO THE CONTRARY, THE VESTING IN AND TRANSFER OF THE LIQUIDATING TRUST ASSETS TO THE LIQUIDATING TRUST SHALL BE FREE AND CLEAR OF ANY AND ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS OF ANY KIND WHATSOEVER, EXCEPT AS EXPRESSLY PRESERVED AND PROVIDED FOR IN THE PLAN AND THE CONFIRMATION ORDER. FOR AVOIDANCE OF DOUBT, THE LIENS AND SECURITY INTERESTS OF WELLS FARGO, TO THE EXTENT ALLOWED UNDER AND PURSUANT TO CLASS 2 HEREIN SHALL SURVIVE CONFIRMATION OF THE PLAN SUBJECT IN ALL EVENTS TO THE TREATMENT OF THE CLASS 2 ALLOWED SECURED CLAIM OF WELLS FARGO.

 

Notwithstanding anything in the Plan to the contrary, confirmation of the Plan shall divest the Debtors of any and all right, title and/or interest in the Assets or the Liquidating Trust Assets, such that the Debtors shall not have any rights or authority in respect of any Assets or Liquidating Trust Assets vested in the Liquidating Trust.

 

The Liquidating Trust is a mechanism for the liquidation and monetization of the Liquidating Trust Assets. The Liquidating Trust will be utilized to hold the Liquidating Trust Assets until they can be liquidated and monetized in an orderly fashion. The proceeds from the liquidation of the Liquidating Trust Assets shall be deposited into the Collected Cash Accounts maintained by the Liquidating Trust. All Distributions shall be made from the Collected Cash Accounts in accordance with the terms of the Plan. The Liquidating Trust will not continue or engage in the conduct of any trade or business, except to the extent necessary to accomplish the liquidation and distribution of Liquidating Trust Assets and the proceeds thereof.

 

From and after the Effective Date, the Liquidating Trust, though the Liquidating Trustee, shall expeditiously seek to collect, liquidate, sell and/or reduce to Cash all Liquidating Trust Assets, including, without limitation, through the pursuit of the Litigation Claims. The Plan will be funded with (a) the remaining Available Cash after the Debtors’ payment of certain Allowed Claims on the Effective Date as provided in this Plan, and (b) funds added to Cash from and after the Effective Date from, among other things, the liquidation of the Liquidating Trust Assets.

 

 

All Distributions on the Effective Date shall by payable with Available Cash by the Debtors. On the Effective Date, the Debtors shall be authorized to pay from the Available Cash all Allowed Administrative Claims, including Administrative Vendor Claims, all Allowed Priority Claims, all Allowed Priority Tax Claims, the fees of the Office of the United States Trustee and Allowed Convenience Claims all in accordance with the terms of the Plan. The Liquidating Trustee shall be primarily responsible for making Distributions under the Plan after the Effective Date to Holders of Allowed Unsecured Claims and Allowed Interests. In making Distributions under the Plan, the Liquidating Trust will comply with all withholding and reporting requirements imposed by federal, state or local taxing authorities. All Distributions pursuant to the Plan will be subject to all applicable withholding and reporting requirements.

 

The Liquidating Trust may require any Creditor with an Allowed Unsecured Claim or Holder of an Allowed Interest entitled to a Distribution under the Plan to furnish its, his or her employer or taxpayer identification number (the “TIN”) assigned by the Internal Revenue Service. Any Distribution under the Plan may be conditioned on the receipt of such TIN. If any such Holder of an Allowed Unsecured Claim or an Allowed Interest entitled to a Distribution hereunder fails to provide a requested TIN within forty-five (45) days after the request thereof, then such failure shall be deemed to be a waiver of such Holder’s interest in any future Distributions, including the right to receive any future Distributions.

 

2.          The Liquidating Trustee and the Powers and Duties of the Liquidating Trustee.

 

The Liquidating Trustee under the Plan shall be Soneet R. Kapila. The Liquidating Trustee shall act in a fiduciary capacity for the Holders of all Allowed Unsecured Claims and, if applicable, Allowed Interests under the Plan and shall have only those rights, powers and duties conferred to him by the Plan and the Liquidating Trust Agreement, as well as the rights and powers of a trustee under sections 542 through 552 of the Bankruptcy Code and the duties of a trustee under sections 704(1),(2),(4),(5),(7) and (9) of the Bankruptcy Code. The Liquidating Trustee shall hold all Liquidating Trust Assets in trust for the benefit of the Holders of Allowed Unsecured Claims and Allowed Interests. The Liquidating Trustee shall maintain a Collected Cash Account for the Liquidating Trust in accordance with the terms of the Plan. Confirmation of the Plan shall constitute and confirm the appointment of the Liquidating Trustee for the Liquidating Trust, including to (a) exercise the rights, power and authority of the Liquidating Trust under the applicable provisions of the Plan and bankruptcy and non-bankruptcy law, and (b) otherwise implement the Plan, wind up the affairs of the Estates and the Liquidating Trust and close the Chapter 11 Cases. In addition, the Liquidating Trustee shall be authorized to retain Post Confirmation Professionals in the exercise of his business judgment to represent the Liquidating Trust in performing and implementing the Plan and the Liquidating Trustee’s duties under the Plan, including to pursue Litigation Claims and in respect of any issue, proceeding, claim or cause of action. Specifically, the Trustee shall be authorized to engage the law firms of Genovese Joblove & Battista, P.A., Bast Amron, LLP and Ehrenstein, Charbonneau Calderin to represent the Liquidating Trust for specified purposes post confirmation. In connection therewith, the Trustee shall advise and consult with the Oversight Committee of the bases and reasons for his decision on such engagement(s) and the respective fee arrangements in connection therewith, and shall take into consideration any input of the Oversight Committee in connection therewith. The Liquidating Trustee shall also be authorized to engage the firm of Kapila & Company to act as financial advisor and/or experts to the Liquidating Trust.

 

 

The Liquidating Trust, through the Liquidating Trustee, shall have the right to prepare, file, assert, commence, prosecute and settle, or continue to prosecute in the case of existing actions, any and all Litigation Claims and shall be substituted as the real party in interest in any such actions commenced by the Debtors and/or the Unsecured Creditors’ Committee or by or against the Debtors and/or the Unsecured Creditors’ Committee. The Liquidating Trustee shall prosecute or defend, as appropriate, such actions through final judgment, any appeals deemed necessary and appropriate by the Liquidating Trustee and the Liquidating Trustee shall have the power and authority (A) to enter into such settlements as the Liquidating Trustee deems to be in the best interest of the Holders of Allowed Unsecured Claims and Allowed Interests, subject to Bankruptcy Court approval after notice and a hearing in accordance with Bankruptcy Rule 9019; or (B) subject to Bankruptcy Court approval after notice and a hearing, to abandon, dismiss and/or decide not to prosecute any such Litigation Claims if the Liquidating Trustee deems such action to be in the best interest of the Holders of Allowed Unsecured Claims and Allowed Interests.

 

In advance of confirmation of this Plan, the Debtor, through Kapila, has consented to the engagement by the Unsecured Creditors’ Committee of the law firm of Bast Amron, LLP to act as special counsel to the Unsecured Creditors’ Committee to investigate the existence and viability of the Potential D&O Claims. The Debtors and the Debtors’ professionals shall work together with Bast Amron in the continued investigation of the Potential D&O Claims and shall share any and all information and discovery obtained by the Debtors with Bast Amron. The Debtors and the Unsecured Creditors’ Committee shall continue to operate under a common interest agreement so as to protect the confidentiality of any such information and/or discovery. On or prior to November 15, 2012, Bast Amron and the professionals to the Debtors (or the Liquidating Trustee if the Plan has been confirmed by such date) shall report to both the Unsecured Creditors' Committee/Oversight Committee and the Debtors (if prior to confirmation of the Plan) or the Liquidating Trustee (if after confirmation) the results of the investigation of the Potential D&O Claims (the “Report”). The Report shall be subject to the common interest privilege, the work product doctrine and/or the attorney client privilege between the Unsecured Creditors’ Committee, the Debtors and their respective counsel and shall be confidential.

 

In the event the Unsecured Creditors’ Committee and the Debtors, prior to the Effective Date, or the Liquidating Trustee and the Oversight Committee, after the Effective Date, agree as to the existence, extent and targets of the Potential D&O Claims, then the Liquidating Trustee and/or the Unsecured Creditors’ Committee/Oversight Committee (as applicable) shall make a claim against the Debtors’ director and officer insurance policies prior to the expiration therefor, which is December 10, 2012. Thereafter, the Liquidating Trustee shall be authorized to, and shall, commence and prosecute such Potential D&O Claims on behalf of the Liquidating Trust. In connection therewith, the Liquidating Trustee shall be authorized to engage any and all professionals as he deems appropriate in the exercise of his best business judgment to prosecute the Potential D&O Claims. The Liquidating Trustee shall be authorized to negotiate the most favorable fee arrangements possible to the Liquidating Trust with such professionals. In connection therewith, the Liquidating Trustee shall advise the Oversight Committee of the basis and reasons for his decision on such fee arrangements and shall take into consideration any input of the Oversight Committee in connection therewith. The Liquidating Trustee agrees to give preference to and favorably consider the engagement of Bast Amron, LLP as one of the professionals in connection therewith. In connection with the engagement of any legal professionals, the Liquidating Trustee shall not agree to any contingency fee that exceeds 35% of gross recoveries to the Liquidating Trust in respect of any Litigation Claims being pursued.

 

 

In the event the Liquidating Trustee elects not to pursue the Potential D&O Claims, then the Liquidating Trustee shall promptly advise the Oversight Committee of such decision and the Oversight Committee shall be authorized to, and shall be and is hereby vested with the right and power to, prosecute the Potential D&O Claims on behalf of the Liquidating Trust. The Oversight Committee shall also be authorized to engage professionals to represent the Liquidating Trust in connection therewith and to negotiate the most favorable fee arrangements possible to the Liquidating Trust with such professionals. In connection with the engagement of any legal professionals, the Oversight Committee shall not agree to any contingency fee that exceeds 35% of recoveries to the Liquidating Trust in respect of the Potential D&O Claims being pursued. In any such prosecution, the Oversight Committee shall cause its professionals to cooperate and share information with the Liquidating Trustee under a common interest agreement. Likewise, in any prosecution of Litigation Claims by the Liquidating Trustee, the Liquidating Trustee shall cause its professionals to cooperate and share information with the Oversight Committee under a common interest agreement. Any proceeds recovered from the prosecution of the Potential D&O Claims by the Oversight Committee shall be deposited into the Liquidating Trust.

 

In the event the Liquidating Trustee, after commencing the Potential D&O Claims, decides to dismiss such Potential D&O Claims for no consideration, then the Liquidating Trustee shall be required to obtain the consent of the Oversight Committee to do so. In the event the Oversight Committee does not provide such consent, then the Liquidating Trustee shall be authorized to seek an order of the Bankruptcy Court substituting the Oversight Committee as plaintiff in any such action, upon the entry of which the Liquidating Trustee shall be relieved of any and all liability or responsibility in connection with such action, and the Oversight Committee shall be empowered to continue the prosecution thereof. The Oversight Committee shall not oppose any such motion to substitute plaintiffs in the Potential D&O Claims in accordance herewith.

 

In the event the Liquidating Trustee, after commencing the Potential D&O Claims, decides to settle any such Potential D&O Claims, then the Liquidating Trustee shall report and make a recommendation to the Oversight Committee in connection therewith. In the event the Oversight Committee consents to such settlement, then the Liquidating Trustee shall be authorized to proceed with such settlement and seek Bankruptcy Court approval thereof.

 

In addition and except as otherwise specifically preserved herein, the Liquidating Trust, through the Liquidating Trustee, will have authority to take all actions necessary to: (a) hold, manage, protect, administer, collect, sell, liquidate, prosecute, transfer, resolve, settle, adjust, invest, distribute, or otherwise dispose of any Liquidating Trust Assets; (b) reconcile Claims and contest objectionable Claims and Disputed Claims; (c) make all Distributions to be funded under the Plan; (d) pay all necessary expenses incurred in connection with the duties and responsibilities of the Liquidating Trustee under the Plan, and to borrow funds if and to the extent necessary to do so; (e) administer, implement and enforce all provisions of the Plan applicable to the Liquidating Trust; (f) file tax returns and make other related corporate filings related to the Debtors; (g) administer the Plan and the Liquidating Trust Assets; (h) abandon any of the Liquidating Trust Assets, (i) to invest Cash in accordance with Section 345 of the Bankruptcy Code or otherwise as permitted by order of the Bankruptcy Court, (j) to purchase and carry all insurance policies and pay all premiums and costs deemed necessary and advisable, and (k) undertake such other responsibilities as are reasonable and appropriate in connection with the Plan.

 

 

The Liquidating Trustee shall post a bond in favor of the Liquidating Trust in an amount equal to the greater of: (i) $10,000 or; (ii) 110% of the book value of the Liquidating Trust Assets, provided however that the book value of Litigation Claims for purposes of the bond shall be zero. The cost of such bond is payable from the Liquidating Trust Assets. After making each successive Distribution provided for under the Plan, the Liquidating Trustee shall have the right to seek a refund of the bond premium based upon the diminution of the Liquidating Trust Assets resulting from each such Distribution.

 

The Liquidating Trustee may resign at any time provided; however, that the Liquidating Trustee shall file a motion with the Bankruptcy Court in connection therewith and request that a successor or replacement Liquidating Trustee be appointed in accordance herewith, which motion shall be on notice to the top twenty (20) unsecured creditors with Allowed Claims, the Oversight Committee and the Office of the United States Trustee. The Office of the United States Trustee or any party in interest, by motion filed with the Bankruptcy Court, or the Bankruptcy Court on its own order to show cause, may seek to remove the Liquidating Trustee for cause, including under Section 324 of the Bankruptcy Code, for the violation of any material provision of the Plan, or in the event the Liquidating Trustee becomes incapable of acting as the Liquidating Trustee as a result of physical or mental disability and such physical or mental disability continues for a period in excess of thirty (30) days (except in the case of death, in which instance, the procedures for replacement will begin immediately). In the event of a resignation or removal, the Liquidating Trustee, unless he is incapable of doing so, shall continue to perform his duties hereunder until such a time as a successor is approved by a Final Order of the Bankruptcy Court. In the event the Liquidating Trustee resigns or is removed, the successor Liquidating Trustee shall be elected in the manner prescribed by Section 1104(b) of the Bankruptcy Code. Notwithstanding the foregoing, the Office of the United States Trustee is not responsible for the oversight of the Liquidating Trustee.

 

3.          The Oversight Committee and the Powers and Duties of the Oversight Committee.

 

Upon the Effective Date, the Oversight Committee shall be formed. The Oversight Committee shall consist of three (3) members to be selected prior to the Effective Date by the Unsecured Creditors’ Committee, and shall consist of at least two (2) members of the existing Committee. The Oversight Committee shall be entitled to engage counsel to represent its interests, the fees and expenses of which will be paid by the Liquidating Trust as Post Confirmation Administrative Claims. The Liquidating Trustee shall periodically report to the Oversight Committee the progress being made by the Liquidating Trustee in respect of the Liquidating Trustee’s powers and duties set forth herein. The Liquidating Trustee shall consult with the Oversight Committee in respect of any material decisions concerning the Liquidating Trust, including as set forth in more detail below certain decisions in respect of the Potential D&O Claims. The Oversight Committee shall be deemed a party in interest with standing to be heard on any matter involving the Liquidating Trust. The Oversight Committee and its members shall be fiduciaries of, and shall have fiduciary duties to the Holders of Allowed Unsecured Claims and, if Allowed Unsecured Claims have been satisfied in full, to Allowed Interests in the same manner as the Liquidating Trustee. The duties of the Oversight Committee shall terminate upon the termination of the Liquidating Trust. The members of the Oversight Committee shall serve without compensation, other than reimbursement of reasonable and necessary out of pocket expenses incurred in connection with such service. The powers and duties of the Oversight Committee shall be limited to those specifically set forth in the Plan.

 

 

A majority of the members of the Oversight Committee shall constitute a quorum for the transaction of business at any meeting of the Oversight Committee, with a majority of those present at any meeting being required to take any action by the Oversight Committee. The Oversight Committee is authorized to adopt other and further by-laws for the governance of the Oversight Committee not inconsistent with the provisions hereof. .

  

In the event of a vacancy on the Oversight Committee (whether by removal, death or resignation) a new member shall be appointed to fill such position by the remaining members of the Oversight Committee, provided however that no such new member shall be the subject of existing or potential Litigation Claims. In the event the Oversight Committee is not comprised of three or more persons, then the Oversight Committee shall terminate and the remaining members thereof shall be relieved of any further responsibilities hereunder.

 

4.          Dissolution of the Debtors.

 

From and after the Effective Date, the Liquidating Trustee shall dissolve the Debtors, or cause the Debtors to be dissolved, as corporations. In addition, from and after the Effective Date of the Plan, the Liquidating Trustee shall take any and all action and execute any and all documents as may be necessary to effectuate such dissolution except to the extent the Liquidating Trustee deems it necessary to prosecute Litigation Claims under the Plan in the name of the Debtors. Unless dissolved earlier by the Liquidating Trustee pursuant hereto, upon the distribution of all Liquidating Trust Assets pursuant to the Plan, the Debtors will be dissolved for all purposes effective as of the final Distribution Date without the necessity for any other or further actions to be taken by or on behalf of the Debtors or payments to be made in connection therewith; provided, however, that the Liquidating Trustee shall be authorized to file with the official public office for keeping corporate records in the Debtors’ respective states of incorporation or organization a certificate of dissolution or equivalent document. Such a certificate of dissolution may be executed by the Liquidating Trustee without need for any action or approval by the Holders of Claims and/or Interests or the board of directors of the Debtors. From and after the Effective Date, the Debtors (a) for all purposes will be deemed to have withdrawn their business operations from any state in which the Debtors were previously conducting, or registered or licensed to conduct, their business operations, and will not be required to file any document, pay any sum or take any other action, in order to effectuate such withdrawal, (b) will be deemed to have cancelled pursuant to the Plan all Interests, and (c) will not be liable in any manner to any taxing authority for franchise, business, license or similar taxes accruing on or after the Effective Date.

 

 

5.          Fees of the Liquidating Trustee.

 

The Liquidating Trustee shall be compensated for his services as Liquidating Trustee hereunder. The Liquidating Trustee shall receive compensation for his services in accordance with the provisions of Section 326 of the Bankruptcy Code applicable to a chapter 7 trustee. For avoidance of doubt, the Liquidating Trustee shall not be compensated for Distributions made by the Debtors on the Effective Date of the Plan, provided however, that the Liquidating Trustee shall be compensated for Distributions made to the Disputed Claims Reserve and subsequently distributed to Holders of Allowed Claims or Interests from the Disputed Claims Reserve. The Liquidating Trust, through the Liquidating Trustee, may engage counsel, financial advisors and other professionals, including counsel, financial advisors and other professionals engaged by the Debtors and the Unsecured Creditors’ Committee during the Chapter 11 Cases, to represent him in connection with his duties under the Plan, including as set forth above (the “Post Confirmation Professionals”). The Liquidating Trustee shall consult with and consider the recommendations of the Oversight Committee concerning the retention of Post Confirmation Professionals, and the terms of their engagement. Notwithstanding the foregoing, Post Confirmation Professionals shall not be precluded from representing the Liquidating Trust to the extent that certain of their Administrative Claims remain unpaid from the Estates. Any fees and expenses of such Post Confirmation Professionals, including any professionals engaged by the Oversight Committee pursuant to the terms hereof, shall constitute Post Confirmation Administrative Claims and shall be paid from Cash in accordance herewith so long as the Liquidating Trust is current with filing the required reports with the Office of the United States Trustee and payment of fees to the Office of the United States Trustee. The Liquidating Trustee and the Post Confirmation Professionals shall be paid 90% of their fees and 100% of their costs on a monthly basis, but shall file fee applications no less frequently than every 120 days seeking approval of fees and expenses to be awarded by the Bankruptcy Court, including approval of the amounts paid on a monthly basis. A Post Confirmation Professional who fails to file an application seeking approval of compensation and expenses previously paid when such application is due every 120 days shall preclude such Post Confirmation Professional from being paid monthly as provided herein until an interim fee application has been filed and heard by the Bankruptcy Court. The Bankruptcy Court shall retain jurisdiction to allow or disallow all Post-Confirmation Administrative Claims of the Liquidating Trustee and the Professionals. The invoices for services rendered and out-of-pocket expenses incurred which are to be submitted shall be sufficiently detailed to identify the hours worked, the rates charged and the work performed.

 

The Liquidating Trust may employ such staff and obtain such equipment and premises as are reasonably necessary to carry out its functions and duties, store the books and records of the Debtors and compensate such staff and pay for such equipment and premises from the Liquidating Trust Assets.

 

6.          Disputed Claims Fund.

 

On the Effective Date of the Plan, or as soon thereafter as possible, the Liquidating Trustee shall establish the Disputed Claims Fund. The Liquidating Trustee shall be primarily responsible for making the Distributions to the Holders of Allowed Unsecured Claims and Allowed Interests pursuant to the terms of the Plan, provided that the Disputed Claims Fund, if applicable, is maintained as well as sufficient funds to pay and reserve for all Post Confirmation Administrative Claims.

 

 

To the extent there exist as of the Effective Date Disputed Claims in any Class, the Liquidating Trust shall cause Cash to be reserved from any Distribution in an amount equal to the Pro Rata portion of such Distribution to which such Disputed Claim would be entitled if allowed in the amount asserted by the Holder of such Disputed Claim. If a Disputed Claim is thereafter allowed, in part or in full, then the Liquidating Trustee shall, from Cash theretofore deposited into the Disputed Claim Fund allocable to such Claim, distribute to the Holder of any such Claim an amount equal to such Holder’s pro rata share, based on such Allowed Claim, of all Distributions previously made to Holders of Allowed Claims in the Class of Claims at issue. The balance, if any, of the Cash reserved for such Disputed Claim, including in the event the Disputed Claim is disallowed in its entirety, shall be held by the Liquidating Trust. Notwithstanding anything herein to the contrary, no interest shall accrue or be payable on the Cash deposited into the Disputed Claims Fund in respect of any Disputed Claims.

 

7.          Indemnity of Liquidating Trustee and Members of the Oversight Committee.

 

The Liquidating Trust shall indemnify and hold the Liquidating Trustee and members of the Oversight Committee harmless from and against any damages, costs, claims and other liabilities incurred in connection with their respective duties and responsibilities hereunder, other than those damages, costs, claims and other liabilities that result from their gross negligence, self dealing, fraud, breach of fiduciary duty or willful misconduct.

 

8.          Miscellaneous.

 

Notwithstanding anything to the contrary in the Bankruptcy Rules providing for earlier closure of these Chapter Cases, when all Disputed Claims against the Estate have become Allowed Claims or have been disallowed by Final Order, and all remaining Liquidating Trust Assets have been liquidated and converted into Cash (other than those Liquidating Trust Assets abandoned), and such Cash has been distributed in accordance with the Plan, or at such earlier time as the Liquidating Trustee deems appropriate, the Liquidating Trustee shall file a final accounting with the Bankruptcy Court, together with a final report, and shall seek authority from the Bankruptcy Court to close these Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules. The Liquidating Trustee shall serve until such time as the entry of a Final Decree closing these Chapter 11 Cases, at which time the Liquidating Trustee, the members of the Oversight Committee and the Post Confirmation Professionals engaged by them shall be discharged and shall have no further responsibilities under the Plan or otherwise in respect of these Chapter 11 Cases and the Liquidating Trust..

 

9.          Treatment of Claims and Injunctions.

 

Except as provided in the Plan or the Confirmation Order with respect to the rights of and treatment afforded the Holders of Allowed Claims and Allowed Interests, as of the Effective Date, all Persons who have held, hold or may hold Claims, rights, causes of action, liabilities or any equity Interests with respect to the Debtors or their Assets based upon any act or omission, transaction or other activity of any kind or nature that occurred or arose prior to the Effective Date, regardless of the filing, lack of filing, allowance or disallowance of such a Claim or Interest and regardless of whether such Person has voted to accept the Plan and any successors, assigns or representatives of the foregoing, will be precluded and permanently enjoined on and after the Effective Date from, on account of such Claims, rights, causes of action, liabilities or any equity Interests: (1) commencing or continuing in any manner any action or other proceedings against the Liquidating Trust, the Liquidating Trustee or the Liquidating Trust Assets; (2) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order against the Liquidating Trust, the Liquidating Trustee or the Liquidating Trust Assets; (3) creating, perfecting or enforcing any lien or encumbrance against the Liquidating Trust, the Liquidating Trustee or the Liquidating Trust Assets; (4) asserting against the Liquidating Trust, the Liquidating Trustee or the Liquidating Trust Assets, a setoff, right or claim of subordination or recoupment of any kind against any debt, liability or obligation due to the Debtors; and (5) commencing or continuing any action, in any manner, in any place that does not comply with or that is inconsistent with the provisions of the Plan.

 

 

10.         No Res Judicata Effect.

 

Notwithstanding anything to the contrary in the Plan or in the Disclosure Statement, the provisions of the Disclosure Statement and the Plan that permits the Liquidating Trust to enter into settlements and compromises of any Litigation Claims shall not have, and are not intended to have, any res judicata or collateral estoppel effect with respect to any Litigation Claims that are not otherwise identified or treated under the Plan and shall not be deemed a bar to asserting such Litigation Claims regardless of whether or to what extent such Litigation Claims are specifically described in the Plan or Disclosure Statement relating hereto. Unless any of the Litigation Claims are expressly waived, relinquished, exculpated, released, compromised or settled in the Plan or by Final Order of the Bankruptcy Court, all such Litigation Claims are expressly reserved and preserved for later adjudication and, therefore, no preclusion doctrine, including without limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches shall apply to such Litigation Claims upon or after Confirmation or consummation of the Plan.

 

Furthermore, notwithstanding any provision or interpretation to the contrary, nothing in the Plan or the Confirmation Order, including the entry thereof, shall be deemed to constitute a release, waiver, impediment, relinquishment or bar, in whole or in part, of or to any recovery rights or any other claim, right or cause of action possessed by the Debtors prior to the Effective Date. The Liquidating Trust, as applicable, shall have the authority to settle claims and litigation as provided in and in accordance with the Plan, provided that all such settlements shall be subject to the settlement standards imposed by Bankruptcy Rule 9019 and the standards set forth in In re Justice Oaks II, Ltd., 898 F. 2d 1544, 1549 (11th Cir. 1990).

 

10.        Dissolution of Committee.

 

Upon the Effective Date, the Unsecured Creditors’ Committee shall be deemed dissolved, except with respect to applications for Administrative Claims of Professionals for the Unsecured Creditors’ Committee. Further, upon the Effective Date, the members of the Unsecured Creditors’ Committee shall be released and discharged from all rights, duties and liabilities arising from, or related to, the Chapter 11 Cases.

 

 

11.       Applicability of Injunction/Stay as to Assets of Estate/Exculpation

 

Unless otherwise provided herein, all injunctions or stays applicable to the Assets of the Estates, whether pursuant to Section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, will remain in full force and effect with respect to the Liquidating Trust and the Liquidating Trust Assets. In addition, the Liquidating Trustee shall have the right to invoke the provisions of the Bankruptcy Code made applicable by the Plan to the Liquidating Trust and all of the Bankruptcy Rules until the entry of a Final Decree closing these Chapter 11 Cases. Notwithstanding the above, the Debtors are not entitled to and shall not receive a discharge under section 1141(d) of the Bankruptcy Code. In addition, the Plan does not release or waive any Litigation Claims.

 

Neither the Debtors, the Chief Restructuring Officer, the Unsecured Creditors’ Committee nor any Professionals engaged by the Debtors or the Unsecured Creditors’ Committee shall have or incur liability to any Person, including to the Holder of any Claim or Interest, for any act taken or omission made in connection with the filing, negotiating, prosecuting, administering, formulating, implementing, confirming or consummating the Plan or the Assets to be distributed under the Plan. Further, neither the Liquidating Trustee, nor the Oversight Committee nor any of their respective agents, advisors, or Post Confirmation Professionals shall incur any liability to the Debtors, the Unsecured Creditors’ Committee, the Holders of Claims, the Holders of Interests or to any other person or entity for any act or failure to act in furtherance of the rights and obligations under the Plan, except to the extent that such act or failure to act constitutes gross negligence, willful misconduct or fraud.

 

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PROVISION OF THE PLAN OR THE PLAN ITSELF ACT AS, OR BE DEEMED TO BE, A RELEASE OF ANY LITIGATION CLAIMS, INCLUDING ANY LITIGATION CLAIMS AGAINST PRESENT OR FORMER OFFICERS AND/OR DIRECTORS OF THE DEBTORS AND/OR PROFESSIONALS ENGAGED BY THE DEBTORS PRIOR TO THE PETITION DATE. FOR AVOIDANCE OF DOUBT, ANY AND ALL SUCH LITIGATION CLAIMS SHALL BE FULLY PRESERVED AND TRANSFERRED TO THE LIQUIDATING TRUST.

 

F.

Preservation of Litigation Claims and Causes of Action.

 

The Plan provides that, on behalf of the Liquidating Trust, the Liquidating Trustee shall have the right to prepare, file, pursue, prosecute and settle the Litigation Claims whether or not such Litigation Claims have been asserted or commenced as of the Effective Date, as a representative of the estate pursuant to Section 1123(b)(3)(B) of the Bankruptcy Code appointed for such purpose for the benefit of Holders of Allowed General Unsecured Claims and Allowed Interests.

 

To the extent that certain Litigation Claims are filed by the Debtors and/or the Unsecured Creditors’ Committee and are not resolved prior to the Effective Date, such Litigation Claims will be transferred to and vest in the Liquidating Trust pursuant to the terms of the Plan. The Litigation Claims include specifically the following:¹

  

¹ Notwithstanding the specificity of the claims and causes of action described in this Disclosure Statement, nothing in the Plan or herein will limit or restrict in any way the rights of the Liquidating Trustee in connection with pursuing any and all Litigation Claims pursuant to the terms of the Plan.

 

 

a.       Any and all claims and causes of action, including Litigation Claims under state or federal law against any and all of the present and former officers, directors, shareholders, principals, employees, agents and affiliates of, and professionals employed by, the Debtors and of any affiliates of the Debtors,² including without limitation, in any way related to, including providing aid and assistance in connection with: (i) the operation, management, funding and fund raising of the Debtors, including without limitation, breach of fiduciary duty, negligence, negligent management, fraud, civil theft, civil RICO or conspiracy, conversion, alter ego, misrepresentation, professional malpractice, corporate advantage, theft of corporate opportunities, wasting of corporate assets, equitable subordination of claims, breach of contract and federal or state statutory claims (including securities laws violations), as well as aiding and abetting any of the above; (ii) the sale, transfer, exchange or disposition of any property of the Debtors or any of their respective affiliates, or any preferred stock, common stock or equity or similar interest or securities therein, either prior to or after the Petition Date; or (iii) the conversion, misappropriation or misapplication of property of the Debtors or any of their respective affiliates or any products or proceeds therefrom.

 

b.      Any and all Claims, choses in action, causes of action suits, accounts, controversies, agreements, promises, rights to legal remedies, rights to equitable remedies, rights to payments and claims, whether known or unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured and whether assertable directly or derivatively, in law, equity or otherwise, which are owned or held by, or have accrued to, the Debtors or the Estates, whether arising before or after the Petition Date, including without limitation, those which are: (i) property of the Estates of the Debtors under and pursuant to Section 541 of the Bankruptcy Code; (ii) for subrogation and contribution; (iii) for turnover; (iv) for avoidable transfers and preferences under and pursuant to Sections 542 through 550 and 553 of the Bankruptcy Code and applicable state law; (v) to determine the extent, validity and priority of liens and encumbrances; (vi) for surcharge under Section 506(c) of the Bankruptcy Code; (vii) for subordination under Section 510 of the Bankruptcy Code; (viii) related to federal or state securities laws; (ix) direct or derivative claims or causes of action of any type or kind; (x) for professional malpractice against professionals employed by the Debtors; (xi) against any and all current and/or former officers and directors of the Debtors, including for breach of fiduciary duty or improper dividends; (xii) under and pursuant to any policies of insurance maintained by the Debtors, including without limitation, the directors’ and officers’ liability insurance policy; (xiii) for theft of corporate opportunity; (xiv) for collection on accounts, accounts receivables, loans, notes receivables or other rights to payment; (xv) for the right to seek a determination by the Bankruptcy Court of any tax, fine or penalty relating to a tax, or any addition to a tax, under Section 505 of the Bankruptcy Code; (xvi) which arise under or as a result of any section of the Bankruptcy Code, including Section 362; and (xvii) for lender liability against any lender of the Debtors, including but not limited to claims against any such lender for exerting excessive or unreasonable control over the Debtors, for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate, for any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, or any cause of action or defense based on the negligence of such lender, for any “lender liability” theories, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, fraud, mistake, deceptive trade practices, libel, slander, conspiracy, fraudulent conveyance, or any claim for wrongfully taking any action in connection with the foregoing.

  

² All such claims and causes of action shall include and encompass, without limitation, any and all claims, including bad faith claims, under any policies of insurance maintained by the Debtors applicable to such claims and causes of action, including, without limitation, directors’ and officers’ liability insurance policies.

 

 

c.      Any and all claims and causes of action, including Litigation Claims, under state or federal law, including federal or state securities laws, against those persons or entities, who participated or had any involvement in, as transferor, transferee, recipient or otherwise, related to the sale, transfer, exchange or disposition of any property of the Debtors or any of their respective affiliates, any preferred stock, common stock, or equity or similar interests or securities in the Debtors or any of their respective affiliates or the products or proceeds thereof, including without limitation, under and pursuant to state preference and fraudulent conveyance laws and Sections 542 through 550 of the Bankruptcy Code.

 

d.    Any and all claims and causes of action involving or in any way related to the collection of accounts receivables, notes receivables, loans receivables or other receivables owed to the Debtors or any of their respective affiliates.

 

e.    Any and all claims and causes of action seeking to subordinate, equitably or otherwise, Claims filed against the Estates, or to re-characterize such Claims as equity Interests in the Debtors or any of their respective affiliates.

 

Each of the Debtors’ Schedules include a listing of payments made in the 90 days immediately preceding the Petition Date and a listing of all payments to insiders made in the one year prior to the Petition Date. Attached hereto as Exhibit B is a listing of the significant transfers, as well as the recipient and amount of money transferred to such recipient, by the Debtors during the 90 day period prior to the Petition Date. Attached hereto as Exhibit C is a listing of the significant transfers to insiders, as well as the recipient and amount of money transferred to such recipient, by the Debtors during the 1 year period prior to the Petition Date. The Debtors’ advisors have performed an initial overview and analysis of such payments. However, since the Debtors’ advisors have yet to complete their analysis of the potential for recovery of all of these payments, the Debtors cannot estimate the amount of any potential recovery from litigation surrounding such payments, if any. The Debtors, the Unsecured Creditors’ Committee and/or the Liquidating Trustee will continue reviewing such transfers and determine whether and which transfers will be pursued in future litigation.

 

THE SCHEDULE OF POTENTIAL PREFERENCE PAYMENTS ATTACHED TO THIS DISCLOSURE STATEMENT IS NON-EXHAUSTIVE AND MEANT TO BE ILLUSTRATIVE AND SHALL NOT PRECLUDE THE DEBTORS, THE ESTATES, THE LIQUIDATING TRUSTEE OR OTHER AUTHORIZED PERSON OR ENTITY FROM PURSUING OTHER AND ADDITIONAL AVOIDANCE ACTIONS.

 

 

There may be Litigation Claims and causes of action which currently exist or may subsequently arise that are not set forth specifically herein because the facts upon which such Litigation Claims and causes of action rest are not fully or currently known by the Debtors. The failure to list any such Litigation Claims or causes of action is not intended to limit the rights of the Liquidating Trustee to pursue such Litigation Claims and causes of action at such time as the facts giving rise thereto become fully known.

 

Unless any of the above described Litigation Claims and causes of action are expressly waived, relinquished, exculpated, released, compromised or settled in the Plan or by Final Order of the Bankruptcy Court, all such Litigation Claims and causes of action are expressly reserved and preserved for later adjudication and, therefore, no preclusion doctrine, including without limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches shall apply to such Litigation Claims and causes of action upon or after confirmation or consummation of the Plan.

 

Furthermore, notwithstanding any provision or interpretation to the contrary, nothing in the Plan or the Confirmation Order, including the entry thereof, shall be deemed to constitute a release, waiver, impediment, relinquishment or bar, in whole or in part, of or to any recovery rights or any other claim, right or cause of action possessed by the Debtors or the Estates prior to the Effective Date, including in respect of Litigation Claims.

 

ANY CREDITOR OR PARTY IN INTEREST VOTING ON THE PLAN SHOULD ASSUME IN CONNECTION WITH SUCH VOTE THAT LITIGATION CLAIMS EXIST AGAINST SUCH CREDITOR OR PARTY IN INTEREST AND THAT THE DEBTORS, THE UNSECURED CREDITORS’ COMMITTEE OR THE LIQUIDATING TRUSTEE INTEND TO AND SHALL PURSUE SUCH LITIGATION CLAIMS.

 

G.

Alternatives to the Plan.

 

If the Plan is not confirmed, then one alternative would be the conversion of these Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code, which would require the appointment of a Chapter 7 trustee to control the liquidation and distribution of all Assets of the Debtors and the Estates. The Debtors believe that the conversion of this case to a Chapter 7 would materially adversely affect the timing and amount of the Distributions that would ultimately be made to Holders of Allowed Claims and Allowed Interests, if applicable. Specifically, the Debtors believe that a Chapter 7 trustee, and any professionals engaged by the Chapter 7 trustee, will add additional and unnecessary administrative expense to the Estates, thereby reducing the amounts that could be distributed to Holders of Allowed Claims and Allowed Interests. In addition, under the Plan, Distributions will be made on and shortly after the Effective Date. If this case were converted to a case under Chapter 7, then such distributions will likely be subject to significant delay. In connection therewith, the Debtors refer all creditors and parties in interest to the Liquidation Analysis attached hereto as Exhibit D. As set forth in such Liquidation Analysis, the Debtors assert that there will be a higher distribution to Holders of Allowed Claims and Allowed Interests under the Plan than in a Chapter 7 liquidation.

 

 

The second alternative to the proposed Plan is the dismissal of these Chapter 11 Cases. In that event, however, creditors of the Debtors would quickly file suit or continue with their pre-petition suits against the Debtors in various courts. The courts presiding over any particular court proceeding would not have jurisdiction over any other proceeding, and as a consequence each creditor would be free to undertake such collection activity, including lawsuits, as such creditor deemed appropriate, all in what would amount to a "race to the courthouse." These consequences are exactly the types of activities that the bankruptcy process is designed to avoid. It is only through the bankruptcy process that the Debtors’ creditors can be treated in accordance with each creditor's respective rights.

 

A third alternative in the event the Plan is not confirmed is that the Debtors, a creditor or another party in interest could attempt to formulate and propose a different plan of reorganization or liquidation. Initially, in order for another party in interest to file an alternate plan, the Bankruptcy Court would have to terminate the Debtors’ exclusive right to file a plan under Section 1121 of the Bankruptcy Code. The Debtors do not believe that an alternate plan under Chapter 11 of the Bankruptcy Code can be formulated that will provide for greater distributions to creditors than provided for under the Plan. Further, the Debtors believe that resolution of the issues in these Chapter 11 Cases must be accomplished as soon as reasonably possible in order to preserve value for creditors. Any alternate plan would likely take significant time to formulate and propose, would likely substantially increase the administrative expenses in the Estates as well as jeopardize any value that is being preserved for the benefit of creditors.

 

Collectively, these factors clearly evidence that the Debtors’ proposed Plan is superior to a liquidation under Chapter 7 of the Bankruptcy Code, dismissal of these Chapter 11 Cases or the filing of an alternate plan of reorganization or liquidation. The Debtors firmly believe that the Plan results in a fair balancing of all parties' rights, and again urge creditors to vote to accept the Plan.

 

H.

Tax Analysis

 

1.          In General

 

THE FOLLOWING DISCUSSION IS A SUMMARY OF CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN TO HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE ESTATES, BUT IS NOT A COMPLETE DISCUSSION OF ALL SUCH CONSEQUENCES. CERTAIN OF THE CONSEQUENCES DESCRIBED BELOW ARE SUBJECT TO SUBSTANTIAL UNCERTAINTY DUE TO THE UNSETTLED STATE OF THE TAX LAW GOVERNING BANKRUPTCY REORGANIZATIONS. AS OF THE DATE HEREOF, NO RULINGS HAVE BEEN OR WILL BE REQUESTED FROM THE INTERNAL REVENUE SERVICE (“IRS”) WITH RESPECT TO ANY OF THE TAX ASPECTS OF THE PLAN. FURTHER, THE TAX CONSEQUENCES OF THE PLAN TO THE HOLDERS OF CLAIMS AND INTERESTS MAY VARY BASED UPON THE INDIVIDUAL CIRCUMSTANCES OR EACH HOLDER, AND MAY BE AFFECTED BY MATTERS NOT DISCUSSED BELOW, SUCH AS THE SPECIAL RULES APPLICABLE TO CERTAIN TYPES OF HOLDERS (INCLUDING PERSONS SUBJECT TO SPECIAL RULES, SUCH AS, FOR EXAMPLE, NONRESIDENT ALIENS, LIFE INSURANCE COMPANIES AND TAX-EXEMPT ORGANIZATIONS). IN ADDITION, THERE MAY BE STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE PLAN APPLICABLE TO PARTICULAR HOLDERS OF CLAIMS OR INTERESTS, NONE OF WHICH ARE DISCUSSED BELOW. THEREFORE, THE FOLLOWING SUMMARY IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE SPECIFIC CIRCUMSTANCES OF EACH HOLDER OF A CLAIM OR INTEREST, AND EACH HOLDER OF A CLAIM AGAINST OR INTEREST IN THE ESTATES IS URGED TO CONSULT HIS, HER OR ITS TAX ADVISORS CONCERNING THEIR SPECIFIC TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING STATE, LOCAL AND FOREIGN TAX CONSEQUENCES.

 

 

2.          Tax Consequences To Holders Of Claims

 

A portion of the consideration received pursuant to the Plan in payment of a Claim may be allocated to unpaid interest, and the remainder of the consideration will be allocated to the principal amount of the Claim. The tax consequences of the consideration allocable to the portion of a Claim related to interest differs from the tax consequences of the consideration allocable to the portion of a Claim related to principal. PAYMENTS FROM A LIQUIDATING TRUST DO NOT CONSTITUTE PRINCIPAL OR INTEREST BUT RATHER A REDUCTION IN THE TAX BASIS OF THE TRUST UNITS HELD BY THE BENEFICIARY.

 

3.          Federal Income Tax Consequences of the Liquidating Trust.

 

The Plan provides for the creation of the Liquidating Trust. The Liquidating Trust is intended to be a liquidating trust as such term is used in Revenue Procedure 94-45 promulgated by the Internal Revenue Service. Such Revenue Procedure sets forth certain operating rules and income reporting requirements for the Liquidating Trust, the Plan, the Disclosure Statement and the Liquidating Trust Agreement. Although the Debtors believe that the Liquidating Trust qualifies as a liquidating trust pursuant to Revenue Procedure 94-45, there can be no assurances made that the Liquidating Trust will so qualify. The Trustee or the Liquidating Trustee may (but shall not be required to) seek a private letter ruling from the Internal Revenue Service with respect to each such qualification. However, even if requested, there are no assurances that such classification will be approved by the IRS. In addition, even if requested, such ruling(s) will probably not be available prior to the confirmation of this Plan.

 

4.          Classification as a Liquidating Trust for Tax Purposes - Requirements.

 

Revenue Procedure 94-45, 1994-2 C.B. 684, sets forth the requirements that must be met by the Liquidating Trust in order to be classified as such for tax purposes by the Internal Revenue Service. In fact, the Revenue Procedure provides that the Internal Revenue Service will issue a ruling classifying an entity created pursuant to a bankruptcy plan under Chapter 11 of the Bankruptcy Code, as a liquidating trust under Section 301.7701-4(d) of the Treasury Regulations if certain specified conditions are met. The rules set forth in Revenue Procedure 94-45 are intended solely for guidance in preparing ruling requests. Nonetheless, the Liquidating Trust satisfies the conditions of Revenue Procedure 94-45 as follows:

 

a.        Formation and Purpose. The Liquidating Trust will be formed to liquidate the Assets of the Estates, and to distribute the net proceeds of such liquidation to the Holders of Allowed Unsecured Claims and Allowed Interests therein that will be the beneficiaries of the Liquidating Trust (the “Beneficiaries”). The Liquidating Trust will be created under a confirmed bankruptcy plan for the primary purpose of liquidating the Liquidating Trust Assets. The Liquidating Trustee will make continuing efforts to dispose of the Liquidating Trust Assets, make timely Distributions, and not unduly prolong the duration of the Liquidating Trust.

 

 

 

b.          Trust Management. The Liquidating Trust Agreement provides that the Liquidating Trustee may undertake only those activities that are reasonably necessary to, and consistent with, the liquidation of the Estates and the distribution of the resulting proceeds to the Beneficiaries. The Liquidating Trust Agreement further provides that under no circumstances may the Liquidating Trust or the Liquidating Trustee have the power to engage in any trade or business or any other activity, except those reasonably necessary to the orderly liquidation of the Liquidating Trust Assets, including the Litigation Claims, and the distribution of the resulting proceeds. The Liquidating Trust will not receive from the Estates any listed stocks or securities or any operating assets of a going business. The Liquidating Trust may receive, however, readily marketable assets in the form of Cash. The only other significant assets the Liquidating Trust from the Estates will receive are Litigation Claims and causes of action which will be pursued by the Liquidating Trustee on behalf of the Beneficiaries. A portion of the Cash will be retained in the Liquidating Trust to meet anticipated future administrative expenses.

 

c.          Retained Liquid Assets. The Liquidating Trust Agreement provides that the Liquidating Trust shall not receive or retain Cash in excess of a reasonable amount to meet claims and contingent liabilities (including Disputed Claims) or to maintain the value of assets during liquidation. Cash not available for distribution and Cash pending distribution will be held in certificates of deposit, short-term government securities or such other investments as the Bankruptcy Court may approve from time to time. Regardless of whether a reserve is established for Disputed Claims, all of the income of the Liquidating Trust will be treated as subject to tax on a current basis. The Liquidating Trust is required, under the terms of the Liquidating Trust Agreement, to distribute to the Beneficiaries, at least annually, its net income plus all net proceeds from the sale of assets, except that the Liquidating Trustee may retain an amount of net proceeds or net income reasonably necessary to maintain the value of its assets or to meet claims and contingent liabilities (including disputed claims).

 

d.          Term. The Liquidating Trust Agreement provides that the Liquidating Trust will terminate no later than five years after its formation. If warranted, the term of the Liquidating Trust may be extended for a finite term based on its particular facts and circumstances. The Liquidating Trust Agreement requires that each extension be approved by the Bankruptcy Court within six months of the beginning of the extended term.

 

e.          Classification Under Internal Revenue Code. The Liquidating Trust Agreement provides that the Liquidating Trust be classified for federal income tax purposes as a "liquidating trust" within the meaning of Section 301.7701-4(d) of the Treasury Regulations.

 

f.          Reporting Requirements. The Liquidating Trust Agreement provides that the Liquidating Trustee shall file income tax returns as a grantor trust pursuant to Section 1.671-4(a) of the Income Tax Regulations. If determined to be necessary and advisable by the Liquidating Trustee, then the Liquidating Trustee will report to the Beneficiaries in the following manner: The Liquidating Trustee will prepare annual statements that will list items of income, deduction, and credit applicable to the Liquidating Trust in the taxable year. The statement will also specify the pro rata portion of the total items that are attributed to each beneficiary. The statement will also provide that the amount of any depreciation deduction that should be allocated to each beneficiary. A sample calculation will also be included. The statement will be provided to each beneficiary in accordance with Section 1.671-4 of the Treasury Regulations.

 

 

g.          Grantors and Owners. The Liquidating Trust Agreement provides that the Holders of Allowed Unsecured Claims and Allowed Interests therein will be treated as the grantors and deemed owners of the Liquidating Trust respectively and they will be treated for federal income tax purposes as owning undivided interests in its assets.

 

h.          Valuations. The Liquidating Trust Agreement further provides that the Liquidating Trustee and the Holders of Allowed Unsecured Claims and Allowed Interests therein agree to value all assets transferred to the Liquidating Trust consistently and to use such values for all federal income tax purposes. These valuations shall be without prejudice to the rights and contentions of the parties for any other purpose, including any other purpose under the Bankruptcy Code (including Bankruptcy Code § 506).

 

7.          Tax Liability on Transfer of Assets to the Liquidating Trust.

 

On formation, the Liquidating Trust may issue non-transferable certificates of beneficial interests to the Holders of the Allowed Claims and Allowed Interests therein in exchange for their proportionate Allowed Claims and Allowed Interests. Under the Revenue Procedure 94-45, the transfer and vesting of assets in the Liquidating Trust will be treated for all tax purposes, including, without limitation, IRC Section 61(a)(12), 483, 1001, 1012 and 1274, as a deemed transfer to the Holders of the Allowed Unsecured Claims and Allowed Interests therein followed by a deemed transfer by such transferees to the Liquidating Trust. The beneficiaries of the Liquidating Trust are treated as the grantors and deemed owners of the Liquidating Trust. The Estates will treat the deemed transfer of Assets to the Holders of Allowed Unsecured Claims and Allowed Interests as a reportable transfer on the final income tax return of the Estates.

 

a.          Classification as a Grantor Trust. The Liquidating Trust will be classified as a grantor trust for federal income tax purposes. Section 671 of the Internal Revenue Code of 1986, as amended (the "IRC"), provides that where the grantor is treated as the owner of any portion of a trust, there is included in computing taxable income and credits of the grantor, the appropriate items of income, deductions, and credits of the trust. As grantors of the Liquidating Trust, respectively, the Beneficiaries therein are liable for tax on income earned from trust assets before those assets are distributed to such Beneficiaries.

 

b.          Formation: Tax Consequences to Holders of Allowed Claims. For federal income tax purposes, the Estates will be treated as having distributed a portion of those Assets actually distributed to the Liquidating Trust to the Holders of Allowed Unsecured Claims and Allowed Interests therein in complete satisfaction of all claims held by the such Holders, and such Holders will be treated as having contributed their pro rata share of such Assets to the Liquidating Trust in exchange for their interests therein.

 

c.          Gain. The Estates will recognize gain on the transfer of its Assets to the creditors and shareholders if, on the date of the transfer, the fair market value of the assets exceeds the adjusted tax basis of the assets. IRC Sections 1001(a) through (d); IRC Section 1011; IRC Section 1012.

 

d.          Backup Withholding and Information Reporting. Each beneficiary must provide the Liquidating Trustee with his, her or its taxpayer identification number (i.e., social security number or employer identification number). Payors of interest, dividends, and certain other reportable payments are generally required to withhold at the applicable backup withholding rate a portion of such payments if the payee fails to furnish to the payor, his, her or its correct taxpayer identification number. Moreover, the Liquidating Trust may be required to withhold a portion of any payments made to a beneficiary who does not provide his, her or its taxpayer identification number.

 

 

e.          Effect of the Liquidating Trust on Estates. Under the Plan and the Liquidating Trust Agreement, the Holders of Allowed Interests therein retain a remote residuary interest in the Liquidating Trust Assets. Such Holders are entitled to receive the Liquidating Trust Assets in the event the Holders of Allowed Claims therein receive 100% of their Allowed Claims as provided in the Plan. It is currently anticipated that the Holders of Allowed Unsecured Claims in the Estates will receive less than 100% of the value of their present Allowed Claims and therefore the Holders of the Allowed Interests are not expected to receive any Distribution on their present Interests. As such, the Estates’ retained interest in the Liquidating Trust probably will not result in the taxation to the Holders of Allowed Interests.

 

8.          Duties of Regulatory Agencies

 

Nothing in this Disclosure Statement or in the Plan shall be construed to preclude a regulatory agency, such as the Securities and Exchange Commission or the Internal Revenue Service, from fulfilling its statutory duties.

 

9.          Importance of Obtaining Independent Professional Tax Assistance.

 

THE FOREGOING IS INTENDED AS A SUMMARY ONLY, AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE FEDERAL, STATE AND LOCAL INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN ARE COMPLEX AND, IN SOME CASES, UNCERTAIN. SUCH CONSEQUENCES MAY ALSO VARY BASED ON THE PARTICULAR CIRCUMSTANCES OF EACH HOLDER OF AN ALLOWED CLAIM OR AN ALLOWED INTEREST. ACCORDINGLY, EACH HOLDER OF AN ALLOWED CLAIM AND ALLOWED INTEREST IS STRONGLY URGED TO CONSULT WITH HIS, HER OR ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE AND LOCAL INCOME TAX AND OTHER TAX CONSEQUENCES UNDER THE PLAN.

 

I.           Liquidation Analysis

 

As a condition to confirmation of the Plan, the Debtors must demonstrate that each creditor holding an impaired Claim will receive at least what it would receive in a Chapter 7 case. This condition is known as the “best interests of creditors test.” Typically, a Chapter 11 disclosure statement provides for a comparison of the projections of the future performance of the reorganized debtor versus what creditors could receive if they rejected the plan and the debtor’s assets were liquidated. In this case, as is authorized by the Bankruptcy Code, the Debtors have filed a Plan which proposes to liquidate all of the Estates’ Assets for the benefit of Holders of Allowed Claims and Allowed Interests. The Debtors believe that the Plan will provide a greater distribution than would be achieved if these Chapter 11 Cases were converted to a Chapter 7. A liquidation analysis for the Estates is attached hereto as Exhibit D.

 

 

J.           Risk Factors

 

1.          Introduction

 

This section summarizes some of the risks associated with the Plan and the Debtors’ ability to comply with the terms of the Plan. However, this analysis is not exhaustive and must be supplemented by an evaluation of the Plan and this Disclosure Statement as a whole by each Holder of a Claim or Interest with such Holder’s own advisors.

 

AS SUCH, HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE ESTATES SHOULD READ AND CONSIDER CAREFULLY THE FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS DISCLOSURE STATEMENT, PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN. THESE RISK FACTORS SHOULD NOT, HOWEVER, BE REGARDED AS CONSTITUTING THE ONLY RISKS INVOLVED IN CONNECTION WITH THE PLAN, ITS IMPLEMENTATION OR ITS SUCCESS.

 

The risk factors present in a typical plan of reorganization are not present in this Plan because this Plan provides for the liquidation and distribution of all of the Assets through the Liquidating Trust under the control of the Liquidating Trustee. In a typical plan of reorganization, the risks involved in the continued operation and success of a business are usually important to creditors in that proposed distributions to creditors often hinge on the ability of the business to generate sufficient revenue and profit.

 

2.          Bankruptcy Risks

 

(a)     Risks Relating to Confirmation

 

For the Plan to be confirmed, each impaired Class of creditors and Holders of Interests is given the opportunity to vote to accept or reject the Plan, except for those Classes which will not receive any distribution under the Plan and which are, therefore, presumed to have rejected the Plan. There can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan.

 

If one or more of the impaired Classes vote to reject the Plan, then the Debtors may request that the Bankruptcy Court confirm the Plan by application of the “cramdown” procedures available under Section 1129(b) of the Bankruptcy Code. There can be no assurance, however, that the Debtors will be able to use the cramdown provisions of the Bankruptcy Code to achieve Confirmation of the Plan.

 

If the Plan were not to be confirmed, it is unclear what Distribution Holders of Claims and Interests ultimately would receive with respect to their Claims and Interests. If an alternative plan could not be agreed to, it is likely that, pursuant to the liquidation analysis attached hereto as Exhibit D, Holders of Claims and Interests would receive less than they would have received pursuant to this Plan.

 

Any objection to the Plan by a member of a class of Claims or Interests could also either prevent Confirmation of the Plan or delay such Confirmation for a significant period of time.

 

 

(b)     Other Bankruptcy Risks

 

If non-Professional Administrative Claims, Priority Tax Claims and/or Priority Claims are determined to be Allowed in amounts greatly exceeding the Debtors’ estimates, then there may be inadequate Available Cash or other property available on the Effective Date to pay such Claims under the Plan, and the Plan would not become effective. The Debtors believe, however, that there is sufficient Available Cash to satisfy all Administrative Claims, including such non-Professional Administrative Claims, Priority Tax Claims and Priority Claims on the Effective Date as provided in the Plan. However, Priority Tax Claims, Priority Claims and Unsecured Claims filed by Governmental Units may be higher than estimated on the attached Exhibit “D.”

 

K.            Exemption from Stamp or Similar Taxes.

 

Pursuant to Section 1146(a) of the Bankruptcy Code, the issuance, transfer or exchange of a security, or the making or delivery of an instrument of transfer under this Plan, may not be taxed under any law imposing a stamp tax or similar tax.

 

L.            CONCLUSION

 

THE DEBTORS URGE ALL CREDITORS AND PARTIES IN INTEREST TO STUDY THE DISCLOSURE STATEMENT AND TO REVIEW THE PLAN CAREFULLY, TO VOTE ON THE PLAN AND FILE THE BALLOT IN ACCORDANCE WITH THE INSTRUCTIONS ON THE ENCLOSED BALLOT.

 

 

Respectfully submitted this 16^th day of October, 2012.

 

SMF ENERGY CORPORATION

H&W PETROLEUM COMPANY, INC.

SMF SERVICES, INC.

STREICHER REALTY, INC.

 

By:	/s/ Soneet R. Kapila
	Soneet R. Kapila, Chief Restructuring Officer

 

GENOVESE JOBLOVE & BATTISTA, P.A.

 

By:	/s/ Paul J. Battista
	Paul J. Battista, Esq.
	Fla. Bar No. 884162
	Mariaelena Gayo-Guitian, Esq.
	Fla. Bar No. 0813818
	Heather L. Harmon, Esq.
	Fla. Bar No. 013192
	100 S.E. 2nd Street, 44th Floor
	Miami, FL 33131
	Tel. (305) 349-2300
	Fax. (305) 349-2310

 

Attorneys for the Debtors and Debtors-in-Possession

 

 

Exhibit B

  

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/2/2012		10028		3D Plastics, Inc.		$	12,048.80
				3D Plastics, Inc. Total			12,048.80
2/24/2012		41013		AAA Pest Control			97.42
				AAA Pest Control Total			97.42
1/20/2012		40754		Abney & Sons Hardware			184.01
2/3/2012		40847		Abney & Sons Hardware			97.10
2/16/2012		40952		Abney & Sons Hardware			66.23
2/24/2012		41014		Abney & Sons Hardware			11.25
				Abney & Sons Hardware Total			358.59
3/15/2012		10136		Accustest Laboratories Gulf Coast, Inc.			1,173.75
				Accustest Laboratories Gulf Coast, Inc. Total			1,173.75
2/9/2012		40934		Aetna			38,897.36
3/8/2012		10122		Aetna			36,753.29
				Aetna Total			75,650.65
1/27/2012		40833		AFLAC			1,209.16
2/24/2012		41016		AFLAC			1,160.80
4/5/2012		10259		AFLAC			1,052.44
				AFLAC Total			3,422.40
1/20/2012		40755		ALG Truck & Trailer, L.P.			715.35
2/3/2012		40848		ALG Truck & Trailer, L.P.			7,729.87
2/9/2012		40905		ALG Truck & Trailer, L.P.			3,135.54
2/16/2012		40953		ALG Truck & Trailer, L.P.			1,081.97
2/24/2012		41017		ALG Truck & Trailer, L.P.			2,362.56
3/15/2012		10137		ALG Truck & Trailer, L.P.			1,141.88
3/23/2012		10188		ALG Truck & Trailer, L.P.			1,950.65
				ALG Truck & Trailer, L.P. Total			18,117.82
1/20/2012		40756		Allied Waste Services			235.62
2/9/2012		40940		Allied Waste Services			593.04
3/8/2012		10077		Allied Waste Services			357.05
3/15/2012		10138		Allied Waste Services			234.09
				Allied Waste Services Total			1,419.80
2/16/2012		40954		American Business Machines			284.23
3/15/2012		10173		American Business Machines			284.23
				American Business Machines Total			568.46
2/22/2012		Wire		AMEX			6,087.34
3/5/2012		Wire		AMEX			5,936.72
4/5/2012		Wire		AMEX			6,660.96
				AMEX Total			18,685.02
2/16/2012		41005		Angelina County Benefit Rodeo			275.00
				Angelina County Benefit Rodeo Total			275.00
1/20/2012		40757		AT&T			341.00
1/20/2012		40758		AT&T			65.12
2/3/2012		40849		AT&T			24.65
2/3/2012		40851		AT&T			991.38
2/3/2012		40850		AT&T			826.33

 

Kapila & Company

Page 1 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Exhibit Date		Check No.		Payee		Amount
2/9/2012		40906		AT&T			3,864.46
2/16/2012		40955		AT&T			424.55
2/16/2012		41006		AT&T			204.52
3/2/2012		10030		AT&T			33.88
3/2/2012		10031		AT&T			952.45
3/8/2012		10078		AT&T			977.91
3/15/2012		10168		AT&T			212.41
3/29/2012		10235		AT&T			957.80
3/29/2012		10234		AT&T			167.19
4/5/2012		10260		AT&T			27.74
4/5/2012		10261		AT&T			1,133.98
4/11/2012		10286		AT&T			9.92
				AT&T Total			11,215.29
3/15/2012		10139		AW Fleet Service			62.00
				AW Fleet Service Total			62.00
2/22/2012		41012		B&J Equipment, Inc.			911.12
				B&J Equipment, Inc. Total			911.12
3/2/2012		10032		Balcones Minerals			3,492.00
				Balcones Minerals Total			3,492.00
2/9/2012		40944		Barron, Danny			451.78
3/15/2012		10181		Barron, Danny			2,853.43
				Barron, Danny Total			3,305.21
3/8/2012		10079		Bassco Services, Inc.			160.00
				Bassco Services, Inc. Total			160.00
3/8/2012		10080		Becknell Wholesale Company			144.25
				Becknell Wholesale Company Total			144.25
2/3/2012		40852		Behnke Lubricants, Inc.			151.55
3/15/2012		10140		Behnke Lubricants, Inc.			1,129.59
				Behnke Lubricants, Inc. Total			1,281.14
2/16/2012		40956		Bellemare, Marc			310.71
				Bellemare, Marc Total			310.71
3/8/2012		10081		Bens Maines Air Conditioning			6,495.00
				Bens Maines Air Conditioning Total			6,495.00
1/20/2012		40759		Best Water			16.66
2/3/2012		40853		Best Water			20.10
2/16/2012		40957		Best Water			16.66
3/15/2012		10141		Best Water			36.76
				Best Water Total			90.18
3/23/2012		10189		Big City Crushed Concrete			562.88
				Big City Crushed Concrete Total			562.88
1/27/2012		40832		Black, Kenneth D.			405.25
				Black, Kenneth D. Total			405.25
1/20/2012		40798		Blackburn, Heather			335.40
2/16/2012		40958		Blackburn, Heather			733.52
3/15/2012		10184		Blackburn, Heather			646.00

 

Kapila & Company

Page 2 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
				Blackburn, Heather Total			1,714.92
1/27/2012		40831		Blackmon, Rosemary			529.87
3/15/2012		10183		Blackmon, Rosemary			500.93
				Blackmon, Rosemary Total			1,030.80
2/9/2012		40907		Bluebonnet Electric Cooperative, Inc.			164.09
3/8/2012		10082		Bluebonnet Electric Cooperative, Inc.			147.93
				Bluebonnet Electric Cooperative, Inc. Total			312.02
2/3/2012		40854		Buckley Oil Company, Inc.			1,382.60
2/24/2012		41018		Buckley Oil Company, Inc.			48,695.70
				Buckley Oil Company, Inc. Total			50,078.30
2/9/2012		40908		Burbank Barrel & Drum, Inc.			3,828.00
				Burbank Barrel & Drum, Inc. Total			3,828.00
4/12/2012		10282		Cal-Ohio Lube Products Co.			2,943.00
				Cal-Ohio Lube Products Co. Total			2,943.00
1/24/2012		Wire		Calumet Shreveport Lubricants & Waxes, LLC			88,650.36
3/13/2012		Wire		Calumet Shreveport Lubricants & Waxes, LLC			27,581.20
3/23/2012		Wire		Calumet Shreveport Lubricants & Waxes, LLC			24,281.88
3/27/2012		Wire		Calumet Shreveport Lubricants & Waxes, LLC			30,470.93
3/30/2012		Wire		Calumet Shreveport Lubricants & Waxes, LLC			58,763.05
4/6/2012		Wire		Calumet Shreveport Lubricants & Waxes, LLC			54,978.57
				Calumet Shreveport Lubricants & Waxes, LLC Total			284,725.99
3/15/2012		Wire		CAM2 International, LLC			53,799.06
				CAM2 International, LLC Total			53,799.06
1/20/2012		40760		Capital Office Products			86.48
1/27/2012		40806		Capital Office Products			636.73
2/3/2012		40855		Capital Office Products			449.65
2/9/2012		40909		Capital Office Products			659.94
2/24/2012		41019		Capital Office Products			749.67
3/2/2012		10034		Capital Office Products			340.50
3/8/2012		10083		Capital Office Products			252.96
3/23/2012		10190		Capital Office Products			986.11
				Capital Office Products Total			4,162.04
2/9/2012		40910		CDW Direct, LLC			483.02
				CDW Direct, LLC Total			483.02
1/27/2012		40822		Center Point Energy			166.40
2/3/2012		40856		Center Point Energy			272.90
3/2/2012		10035		Center Point Energy			91.75
3/8/2012		10084		Center Point Energy			149.42
3/29/2012		10237		Center Point Energy			57.33
4/5/2012		10262		Center Point Energy			90.47
				Center Point Energy Total			828.27
1/20/2012		40761		Century Corrugated Container			739.20
				Century Corrugated Container Total			739.20
1/27/2012		40821		Century Link			247.17
2/24/2012		41042		Century Link			242.58

 

Kapila & Company

Page 3 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date:  April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/23/2012		10191		Century Link			241.95
				Century Link Total			731.70
3/15/2012		10142		Chemtool, Inc.			11,712.00
				Chemtool, Inc. Total			11,712.00
1/17/2012		Wire		Chevron Texaco			146,396.42
1/24/2012		Wire		Chevron Texaco			72,016.63
1/30/2012		Wire		Chevron Texaco			61,283.69
1/30/2012		Wire		Chevron Texaco			61,410.09
1/30/2012		Wire		Chevron Texaco			132,327.79
2/3/2012		Wire		Chevron Texaco			60,499.20
2/6/2012		Wire		Chevron Texaco			203,788.90
2/7/2012		Wire		Chevron Texaco			27,228.41
2/13/2012		Wire		Chevron Texaco			62,777.39
2/14/2012		Wire		Chevron Texaco			64,796.60
2/15/2012		Wire		Chevron Texaco			23,395.02
2/21/2012		Wire		Chevron Texaco			122,269.08
2/28/2012		Wire		Chevron Texaco			72,094.69
3/5/2012		Wire		Chevron Texaco			143,125.86
3/6/2012		Wire		Chevron Texaco			61,558.00
3/8/2012		Wire		Chevron Texaco			62,272.09
3/12/2012		Wire		Chevron Texaco			118,240.18
3/13/2012		Wire		Chevron Texaco			63,667.08
3/16/2012		Wire		Chevron Texaco			54,922.54
3/19/2012		Wire		Chevron Texaco			69,909.52
3/21/2012		Wire		Chevron Texaco			63,353.71
3/21/2012		Wire		Chevron Texaco			61,759.68
3/21/2012		Wire		Chevron Texaco			60,744.50
3/21/2012		Wire		Chevron Texaco			60,449.44
3/21/2012		Wire		Chevron Texaco			59,410.99
3/21/2012		Wire		Chevron Texaco			52,292.79
3/21/2012		Wire		Chevron Texaco			40,462.11
3/21/2012		Wire		Chevron Texaco			20,609.71
3/26/2012		Wire		Chevron Texaco			123,092.28
3/27/2012		Wire		Chevron Texaco			75,646.99
3/28/2012		Wire		Chevron Texaco			59,720.75
3/30/2012		Wire		Chevron Texaco			67,990.69
4/2/2012		Wire		Chevron Texaco			72,205.60
4/3/2012		Wire		Chevron Texaco			146,771.48
4/5/2012		Wire		Chevron Texaco			177,499.70
4/6/2012		Wire		Chevron Texaco			124,767.98
4/12/2012		Wire		Chevron Texaco			143,091.43
				Chevron Texaco Total			3,093,849.01
3/8/2012		10133		Cigna Healthcare			2,441.12
3/15/2012		10143		Cigna Healthcare			2,068.88

 

Kapila & Company

Page 4 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
4/5/2012		10273		Cigna Healthcare			2,110.89
				Cigna Healthcare Total			6,620.89
1/20/2012		40762		Cintas First Aid & Safety			213.11
3/29/2012		10251		Cintas First Aid & Safety			302.11
				Cintas First Aid & Safety Total			515.22
3/8/2012		10086		City of Houston - ARA Alarm Administrator			129.03
				City of Houston - ARA Alarm Administrator Total			129.03
2/3/2012		40857		City of Houston Dept of Public Works			62.10
3/2/2012		10036		City of Houston Dept of Public Works			70.85
3/8/2012		10123		City of Houston Dept of Public Works			1,560.52
3/29/2012		10238		City of Houston Dept of Public Works			58.48
				City of Houston Dept of Public Works Total			1,751.95
1/27/2012		40820		City of Houston Fire Dept Accounting			335.49
				City of Houston Fire Dept Accounting Total			335.49
1/20/2012		40796		City of Houston Municipal Courts			197.00
				City of Houston Municipal Courts Total			197.00
1/27/2012		40819		City of Houston Sign Administration			154.82
				City of Houston Sign Administration Total			154.82
1/27/2012		40830		City of Houston Solid Waste Management Dept.			154.03
				City of Houston Solid Waste Management Dept. Total			154.03
3/12/2012		10135		City of Humble			75.00
				City of Humble Total			75.00
1/20/2012		40763		City of Longview			4.06
2/9/2012		40911		City of Longview			1.15
3/2/2012		10037		City of Longview			20.87
3/29/2012		10239		City of Longview			20.87
				City of Longview Total			46.95
2/9/2012		40912		City of Lufkin			193.79
3/2/2012		10038		City of Lufkin			301.00
3/8/2012		10085		City of Lufkin			202.24
4/5/2012		10263		City of Lufkin			181.18
4/11/2012		10287		City of Lufkin			242.00
				City of Lufkin Total			1,120.21
3/23/2012		10192		City of Lufkin Safe-T-Light Program			75.00
				City of Lufkin Safe-T-Light Program Total			75.00
2/3/2012		40858		City of Waxahachie			34.08
3/2/2012		10039		City of Waxahachie			34.08
4/5/2012		10264		City of Waxahachie			34.08
				City of Waxahachie Total			102.24
2/16/2012		40950		City of West University			1,000.00
				City of West University Total			1,000.00
1/20/2012		40764		Clark Fire Equipment, Inc.			983.18
2/3/2012		40862		Clark Fire Equipment, Inc.			239.37
4/5/2012		10265		Clark Fire Equipment, Inc.			102.03

 

Kapila & Company

Page 5 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
				Clark Fire Equipment, Inc. Total			1,324.58
2/3/2012		40861		Coastal Exterminating Co.			70.68
				Coastal Exterminating Co. Total			70.68
1/27/2012		40818		Coburn Supply Co., Inc.			185.76
				Coburn Supply Co., Inc. Total			185.76
2/9/2012		40935		Colonial Life & Accident Insurance			81.30
3/8/2012		10124		Colonial Life & Accident Insurance			81.30
4/6/2012		10280		Colonial Life & Accident Insurance			81.30
				Colonial Life & Accident Insurance Total			243.90
2/16/2012		40960		Consolidated Communications			902.42
3/15/2012		10180		Consolidated Communications			904.64
4/11/2012		10288		Consolidated Communications			902.62
				Consolidated Communications Total			2,709.68
2/16/2012		40961		Cook's Tire & Service Ctr.			3,532.48
				Cook's Tire & Service Ctr. Total			3,532.48
3/23/2012		10193		Crouch, Al			172.70
				Crouch, Al Total			172.70
2/3/2012		40859		Crystal Clear Water Supply Corp.			35.46
3/8/2012		10087		Crystal Clear Water Supply Corp.			35.46
4/5/2012		10266		Crystal Clear Water Supply Corp.			34.32
				Crystal Clear Water Supply Corp. Total			105.24
1/27/2012		40807		Denny Oil Co.			1,276.58
2/16/2012		40962		Denny Oil Co.			294.22
3/23/2012		10194		Denny Oil Co.			908.50
				Denny Oil Co. Total			2,479.30
3/8/2012		10088		Des-Case Corporation			18,436.25
				Des-Case Corporation Total			18,436.25
2/3/2012		40860		Dial Lubricants, Inc.			1,257.16
				Dial Lubricants, Inc. Total			1,257.16
1/20/2012		40765		Dixon, John J.			745.81
2/9/2012		40942		Dixon, John J.			516.69
2/16/2012		41004		Dixon, John J.			440.00
3/29/2012		10240		Dixon, John J.			240.00
				Dixon, John J. Total			1,942.50
2/1/2012		40844		Doughten, Kevin			2,375.00
3/1/2012		10026		Doughten, Kevin			2,375.00
4/3/2012		10255		Doughten, Kevin			2,375.00
				Doughten, Kevin Total			7,125.00
1/20/2012		40766		Drago Supply Company			181.23
3/2/2012		10040		Drago Supply Company			112.85
3/23/2012		10195		Drago Supply Company			22.08
				Drago Supply Company Total			316.16
1/27/2012		40808		Drug Free Compliance, Inc.			384.81
2/16/2012		40963		Drug Free Compliance, Inc.			381.00

 

Kapila & Company

Page 6 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
				Drug Free Compliance, Inc. Total			765.81
3/15/2012		10144		Environtech International			11,018.10
				Environtech International Total			11,018.10
2/3/2012		40903		Esco Products, Inc.			479.04
3/8/2012		10090		Esco Products, Inc.			298.00
				Esco Products, Inc. Total			777.04
2/24/2012		41021		Euless Wrecker Service			313.65
				Euless Wrecker Service Total			313.65
2/9/2012		40913		Evans, Steve			404.19
3/2/2012		10041		Evans, Steve			398.25
3/23/2012		10230		Evans, Steve			646.71
4/5/2012		10267		Evans, Steve			963.94
				Evans, Steve Total			2,413.09
3/8/2012		10091		Express Electric Services, Inc.			81.19
				Express Electric Services, Inc. Total			81.19
3/26/2012		10231		Falcon Crest Aviation Supply, Inc.			220.60
				Falcon Crest Aviation Supply, Inc. Total			220.60
1/20/2012		40768		FCC Environmental, LLC			6,004.15
1/27/2012		40809		FCC Environmental, LLC			1,779.64
2/3/2012		40863		FCC Environmental, LLC			3,238.46
2/16/2012		40964		FCC Environmental, LLC			4,570.02
2/24/2012		41022		FCC Environmental, LLC			1,650.79
3/8/2012		10092		FCC Environmental, LLC			3,256.28
3/15/2012		10145		FCC Environmental, LLC			1,666.63
3/29/2012		10252		FCC Environmental, LLC			1,651.98
				FCC Environmental, LLC Total			23,817.95
1/20/2012		40769		FEDEX			81.29
1/27/2012		40825		FEDEX			238.25
2/3/2012		40864		FEDEX			20.00
2/3/2012		40865		FEDEX			52.67
2/9/2012		40941		FEDEX			100.69
2/16/2012		41003		FEDEX			96.10
2/24/2012		41023		FEDEX			111.08
3/8/2012		10093		FEDEX			89.88
3/15/2012		10169		FEDEX			70.39
3/23/2012		10196		FEDEX			49.88
3/29/2012		10253		FEDEX			40.93
				FEDEX Total			951.16
1/20/2012		40770		Field, Scott E.			314.71
2/15/2012		40949		Field, Scott E.			765.11
3/15/2012		10182		Field, Scott E.			33.00
3/16/2012		10186		Field, Scott E.			648.65
4/5/2012		10268		Field, Scott E.			335.82
				Field, Scott E. Total			2,097.29

 

Kapila & Company

Page 7 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/2/2012		10042		Fire Safety Solutions, Inc.			1,088.79
				Fire Safety Solutions, Inc. Total			1,088.79
1/20/2012		40771		Fleetwash, Inc.			102.93
1/27/2012		40810		Fleetwash, Inc.			622.91
2/3/2012		40866		Fleetwash, Inc.			394.20
2/24/2012		41024		Fleetwash, Inc.			252.40
3/2/2012		10043		Fleetwash, Inc.			125.93
3/8/2012		10094		Fleetwash, Inc.			100.74
3/15/2012		10146		Fleetwash, Inc.			203.12
3/29/2012		10242		Fleetwash, Inc.			115.52
				Fleetwash, Inc. Total			1,917.75
3/8/2012		10095		Flex Oil Services, LLC			2,268.00
3/23/2012		10197		Flex Oil Services, LLC			450.00
				Flex Oil Services, LLC Total			2,718.00
1/20/2012		40772		Ford's Pump Sales			1,599.60
1/27/2012		40828		Ford's Pump Sales			2,012.65
2/3/2012		40867		Ford's Pump Sales			102.00
2/16/2012		40965		Ford's Pump Sales			727.40
2/24/2012		41025		Ford's Pump Sales			710.50
3/15/2012		10147		Ford's Pump Sales			412.20
3/23/2012		10198		Ford's Pump Sales			1,721.10
				Ford's Pump Sales Total			7,285.45
2/3/2012		40868		Four R Marketing, LLC			32,679.91
2/9/2012		40914		Four R Marketing, LLC			27,640.25
2/16/2012		40966		Four R Marketing, LLC			26,984.75
3/2/2012		10044		Four R Marketing, LLC			28,365.67
3/8/2012		10096		Four R Marketing, LLC			32,011.44
3/15/2012		10148		Four R Marketing, LLC			71,677.53
				Four R Marketing, LLC Total			219,359.55
3/2/2012		10045		Four Seasons Development			199.82
				Four Seasons Development Total			199.82
1/20/2012		40799		Ft Worth Gear & Axle, Inc.			2,608.95
				Ft Worth Gear & Axle, Inc. Total			2,608.95
1/20/2012		40774		G&K Services			737.87
2/9/2012		40919		G&K Services			270.59
2/9/2012		40918		G&K Services			376.15
2/9/2012		40915		G&K Services			444.36
2/9/2012		40916		G&K Services			220.84
2/9/2012		40917		G&K Services			256.56
3/8/2012		10098		G&K Services			1,049.90
3/15/2012		10153		G&K Services			333.30
3/15/2012		10152		G&K Services			304.71
3/15/2012		10149		G&K Services			893.28
3/15/2012		10150		G&K Services			130.44

 

Kapila & Company

Page 8 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/15/2012		10151		G&K Services			101.76
				G&K Services Total			5,119.76
3/2/2012		10048		G.W. Pasier & Assoc., Inc.			3,300.00
				G.W. Pasier & Assoc., Inc. Total			3,300.00
3/8/2012		10097		Galeton Gloves			105.26
				Galeton Gloves Total			105.26
1/20/2012		40773		Ginorio, Jose			103.72
2/3/2012		40869		Ginorio, Jose			84.90
				Ginorio, Jose Total			188.62
1/20/2012		40775		Goodyear Tire & Rubber Company			2,292.61
1/27/2012		40811		Goodyear Tire & Rubber Company			750.34
2/3/2012		40870		Goodyear Tire & Rubber Company			2,512.12
2/9/2012		40920		Goodyear Tire & Rubber Company			1,137.50
2/16/2012		40967		Goodyear Tire & Rubber Company			7,323.23
2/24/2012		41026		Goodyear Tire & Rubber Company			4,458.67
3/2/2012		10046		Goodyear Tire & Rubber Company			3,813.31
3/8/2012		10099		Goodyear Tire & Rubber Company			2,936.49
3/15/2012		10154		Goodyear Tire & Rubber Company			1,048.31
3/23/2012		10199		Goodyear Tire & Rubber Company			2,552.43
4/11/2012		10289		Goodyear Tire & Rubber Company			720.45
				Goodyear Tire & Rubber Company Total			29,545.46
1/20/2012		40776		Grainger			1,224.82
1/27/2012		40812		Grainger			581.02
1/30/2012		40842		Grainger			643.65
2/3/2012		40871		Grainger			567.23
2/9/2012		40921		Grainger			184.03
2/16/2012		40968		Grainger			231.16
2/24/2012		41027		Grainger			249.93
3/2/2012		10047		Grainger			1,222.71
3/8/2012		10100		Grainger			336.04
3/15/2012		10155		Grainger			58.33
3/23/2012		10200		Grainger			145.26
				Grainger Total			5,444.18
3/23/2012		10201		Gulf States Laundry Machinery Co.			661.60
				Gulf States Laundry Machinery Co. Total			661.60
1/23/2012		40805		H&W Petroleum Co., - Lufkin			120.00
				H&W Petroleum Co., - Lufkin Total			120.00
1/19/2012		Wire		Hancock, John			1,634.83
2/1/2012		Wire		Hancock, John			1,722.60
2/15/2012		Wire		Hancock, John			1,687.45
2/29/2012		Wire		Hancock, John			1,771.45
3/14/2012		Wire		Hancock, John			1,721.78
3/29/2012		Wire		Hancock, John			1,761.78
				Hancock, John Total			10,299.89

 

Kapila & Company

Page 9 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/1/2012		40836		Harkrider Family Partnership			6,000.00
3/1/2012		10024		Harkrider Family Partnership			6,000.00
4/1/2012		10233		Harkrider Family Partnership			6,000.00
				Harkrider Family Partnership Total			18,000.00
2/16/2012		40969		Harris County Tax Assessor			938.50
2/16/2012		40970		Harris County Tax Assessor			938.50
2/16/2012		40971		Harris County Tax Assessor			938.50
2/16/2012		40972		Harris County Tax Assessor			828.50
2/16/2012		40973		Harris County Tax Assessor			938.50
2/16/2012		40974		Harris County Tax Assessor			603.00
2/16/2012		40975		Harris County Tax Assessor			28.50
2/16/2012		40976		Harris County Tax Assessor			938.50
2/16/2012		40977		Harris County Tax Assessor			219.50
2/16/2012		40978		Harris County Tax Assessor			603.00
2/16/2012		40979		Harris County Tax Assessor			28.50
2/16/2012		40980		Harris County Tax Assessor			938.50
2/16/2012		40981		Harris County Tax Assessor			391.90
2/16/2012		40982		Harris County Tax Assessor			608.35
2/16/2012		40983		Harris County Tax Assessor			242.05
2/16/2012		40984		Harris County Tax Assessor			608.35
2/16/2012		40985		Harris County Tax Assessor			391.90
2/16/2012		40986		Harris County Tax Assessor			391.90
2/16/2012		40987		Harris County Tax Assessor			28.50
2/16/2012		40988		Harris County Tax Assessor			608.35
2/16/2012		40989		Harris County Tax Assessor			603.00
2/16/2012		40990		Harris County Tax Assessor			603.00
2/16/2012		40991		Harris County Tax Assessor			603.00
2/16/2012		41002		Harris County Tax Assessor			28.50
3/8/2012		10101		Harris County Tax Assessor			27.50
3/15/2012		10176		Harris County Tax Assessor			28.50
3/15/2012		10177		Harris County Tax Assessor			354.50
3/15/2012		10178		Harris County Tax Assessor			219.50
3/15/2012		10179		Harris County Tax Assessor			608.35
				Harris County Tax Assessor Total			14,289.15
1/18/2012		Wire		Harris County Toll Road Authority			1,200.00
1/20/2012		40778		Harris County Toll Road Authority			42.00
1/20/2012		40779		Harris County Toll Road Authority			42.00
1/27/2012		40823		Harris County Toll Road Authority			42.00
2/3/2012		40872		Harris County Toll Road Authority			42.00
2/3/2012		Wire		Harris County Toll Road Authority			1,200.00
2/17/2012		Wire		Harris County Toll Road Authority			1,200.00
3/2/2012		Wire		Harris County Toll Road Authority			1,200.00
3/16/2012		Wire		Harris County Toll Road Authority			1,200.00
4/2/2012		Wire		Harris County Toll Road Authority			1,200.00

 

Kapila & Company

Page 10 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
4/5/2012		10278		Harris County Toll Road Authority			42.00
4/11/2012		10290		Harris County Toll Road Authority			42.00
				Harris County Toll Road Authority Total			7,452.00
2/1/2012		Wire		Heartland			9,085.82
2/9/2012		Wire		Heartland			533.60
2/9/2012		Wire		Heartland			3.00
2/9/2012		Wire		Heartland			3.00
3/1/2012		Wire		Heartland			8,147.41
3/5/2012		Wire		Heartland			16,204.72
3/5/2012		Wire		Heartland			3.00
3/7/2012		Wire		Heartland			3,937.29
3/7/2012		Wire		Heartland			1,255.64
3/8/2012		Wire		Heartland			502.35
4/3/2012		Wire		Heartland			10,148.38
				Heartland Total			49,824.21
1/30/2012		40838		Henderson, Donnie G.			1,183.48
				Henderson, Donnie G. Total			1,183.48
2/9/2012		40947		Henry, Laura			225.53
				Henry, Laura Total			225.53
1/20/2012		40777		Hill Plumbing			178.61
				Hill Plumbing Total			178.61
3/23/2012		10202		Hodges W C and Joan			950.81
				Hodges W C and Joan Total			950.81
1/30/2012		40843		Hose & Fittings, Inc.			117.61
2/3/2012		40873		Hose & Fittings, Inc.			130.88
2/24/2012		41028		Hose & Fittings, Inc.			94.45
				Hose & Fittings, Inc. Total			342.94
2/24/2012		41029		Houghton International, Inc.			14,185.44
				Houghton International, Inc. Total			14,185.44
1/20/2012		40782		IESI - TX Corp			101.58
2/16/2012		40993		IESI - TX Corp			102.14
3/23/2012		10203		IESI - TX Corp			104.05
				IESI - TX Corp Total			307.77
1/20/2012		40781		IESI - Waxahachie			83.67
2/16/2012		40992		IESI - Waxahachie			83.67
3/15/2012		10175		IESI - Waxahachie			83.67
				IESI - Waxahachie Total			251.01
2/9/2012		40923		Ikon Financial Services			814.26
3/8/2012		10126		Ikon Financial Services			1,289.12
				Ikon Financial Services Total			2,103.38
1/20/2012		40783		Ikon Office Solutions			250.07
1/30/2012		40841		Ikon Office Solutions			43.87
2/3/2012		40875		Ikon Office Solutions			96.36
2/9/2012		40922		Ikon Office Solutions			399.07

 

Kapila & Company

Page 11 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/2/2012		10049		Ikon Office Solutions			195.76
3/8/2012		10125		Ikon Office Solutions			405.44
3/29/2012		10244		Ikon Office Solutions			24.99
				Ikon Office Solutions Total			1,415.56
3/2/2012		10050		Illgen, Bryan			731.72
				Illgen, Bryan Total			731.72
3/15/2012		10156		Industrial Chemicals, Inc.			4,076.94
				Industrial Chemicals, Inc. Total			4,076.94
1/17/2012		Wire		Intercompany Due from SMF - Corporate Charges			197,491.13
1/18/2012		Wire		Intercompany Due from SMF - Corporate Charges			35,411.81
1/19/2012		Wire		Intercompany Due from SMF - Corporate Charges			73,543.30
1/20/2012		Wire		Intercompany Due from SMF - Corporate Charges			54,073.10
1/23/2012		Wire		Intercompany Due from SMF - Corporate Charges			127,474.07
1/24/2012		Wire		Intercompany Due from SMF - Corporate Charges			89,836.52
1/25/2012		Wire		Intercompany Due from SMF - Corporate Charges			62,029.50
1/26/2012		Wire		Intercompany Due from SMF - Corporate Charges			77,395.31
1/27/2012		Wire		Intercompany Due from SMF - Corporate Charges			78,710.48
1/30/2012		Wire		Intercompany Due from SMF - Corporate Charges			153,470.03
1/31/2012		Wire		Intercompany Due from SMF - Corporate Charges			29,198.92
2/1/2012		Wire		Intercompany Due from SMF - Corporate Charges			20,207.46
2/2/2012		Wire		Intercompany Due from SMF - Corporate Charges			559.88
2/3/2012		Wire		Intercompany Due from SMF - Corporate Charges			64,203.35
2/7/2012		Wire		Intercompany Due from SMF - Corporate Charges			85,335.31
2/8/2012		Wire		Intercompany Due from SMF - Corporate Charges			21,416.30
2/9/2012		Wire		Intercompany Due from SMF - Corporate Charges			96,039.18
2/10/2012		Wire		Intercompany Due from SMF - Corporate Charges			3,998.11
2/13/2012		Wire		Intercompany Due from SMF - Corporate Charges			72,302.13
2/14/2012		Wire		Intercompany Due from SMF - Corporate Charges			66,887.16
2/15/2012		Wire		Intercompany Due from SMF - Corporate Charges			52,690.30
2/16/2012		Wire		Intercompany Due from SMF - Corporate Charges			14,626.26
2/17/2012		Wire		Intercompany Due from SMF - Corporate Charges			35,739.79
2/21/2012		Wire		Intercompany Due from SMF - Corporate Charges			189,756.02
2/22/2012		Wire		Intercompany Due from SMF - Corporate Charges			225,548.35
2/22/2012		Wire		Intercompany Due from SMF - Corporate Charges			41,051.46
2/23/2012		Wire		Intercompany Due from SMF - Corporate Charges			107,840.50
2/24/2012		Wire		Intercompany Due from SMF - Corporate Charges			12,997.66
2/27/2012		Wire		Intercompany Due from SMF - Corporate Charges			1,070.95
2/28/2012		Wire		Intercompany Due from SMF - Corporate Charges			152,838.40
2/29/2012		Wire		Intercompany Due from SMF - Corporate Charges			73,758.18
3/1/2012		Wire		Intercompany Due from SMF - Corporate Charges			10,472.85
3/2/2012		Wire		Intercompany Due from SMF - Corporate Charges			14,133.00
3/2/2012		Wire		Intercompany Due from SMF - Corporate Charges			13,697.72
3/5/2012		Wire		Intercompany Due from SMF - Corporate Charges			3,709.40
3/5/2012		Wire		Intercompany Due from SMF - Corporate Charges			173,917.30

 

 

Kapila & Company

Page 12 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/6/2012		Wire		Intercompany Due from SMF - Corporate Charges			2,375.00
3/6/2012		Wire		Intercompany Due from SMF - Corporate Charges			62,871.50
3/7/2012		Wire		Intercompany Due from SMF - Corporate Charges			5,795.93
3/8/2012		Wire		Intercompany Due from SMF - Corporate Charges			88,157.13
3/8/2012		Wire		Intercompany Due from SMF - Corporate Charges			62,774.44
3/9/2012		Wire		Intercompany Due from SMF - Corporate Charges			44,088.16
3/12/2012		Wire		Intercompany Due from SMF - Corporate Charges			109,909.74
3/12/2012		Wire		Intercompany Due from SMF - Corporate Charges			120,280.14
3/13/2012		Wire		Intercompany Due from SMF - Corporate Charges			62,544.53
3/13/2012		Wire		Intercompany Due from SMF - Corporate Charges			123,410.22
3/14/2012		Wire		Intercompany Due from SMF - Corporate Charges			40,543.57
3/15/2012		Wire		Intercompany Due from SMF - Corporate Charges			7,038.36
3/15/2012		Wire		Intercompany Due from SMF - Corporate Charges			53,799.06
3/16/2012		Wire		Intercompany Due from SMF - Corporate Charges			60,501.78
3/19/2012		Wire		Intercompany Due from SMF - Corporate Charges			219,733.91
3/20/2012		Wire		Intercompany Due from SMF - Corporate Charges			89,249.17
3/21/2012		Wire		Intercompany Due from SMF - Corporate Charges			433,322.51
3/22/2012		Wire		Intercompany Due from SMF - Corporate Charges			49,284.84
3/23/2012		Wire		Intercompany Due from SMF - Corporate Charges			27,903.60
3/26/2012		Wire		Intercompany Due from SMF - Corporate Charges			159,620.69
3/27/2012		Wire		Intercompany Due from SMF - Corporate Charges			152,405.50
3/28/2012		Wire		Intercompany Due from SMF - Corporate Charges			72,346.08
3/29/2012		Wire		Intercompany Due from SMF - Corporate Charges			2,136.24
3/30/2012		Wire		Intercompany Due from SMF - Corporate Charges			128,104.20
3/30/2012		Wire		Intercompany Due from SMF - Corporate Charges			92,379.21
4/2/2012		Wire		Intercompany Due from SMF - Corporate Charges			75,139.36
4/3/2012		Wire		Intercompany Due from SMF - Corporate Charges			174,711.87
4/4/2012		Wire		Intercompany Due from SMF - Corporate Charges			3,731.62
4/5/2012		Wire		Intercompany Due from SMF - Corporate Charges			215,630.91
4/5/2012		Wire		Intercompany Due from SMF - Corporate Charges			6,660.96
4/6/2012		Wire		Intercompany Due from SMF - Corporate Charges			179,746.55
4/9/2012		Wire		Intercompany Due from SMF - Corporate Charges			410.76
				Intercompany Due from SMF - Corporate Charges Total			5,460,038.73
2/3/2012		40876		International Trucks			113.00
				International Trucks Total			113.00
2/24/2012		41030		Jay Ball Equipment Company, Inc.			313.50
				Jay Ball Equipment Company, Inc. Total			313.50
1/20/2012		40784		JLG Structures			9,201.52
				JLG Structures Total			9,201.52
3/2/2012		10033		John Bridges, RTA, CTA, CSTA			2,658.51
				John Bridges, RTA, CTA, CSTA Total			2,658.51
1/27/2012		40817		Keltner Enterprises, Inc.			862.73
2/16/2012		41001		Keltner Enterprises, Inc.			749.46
3/8/2012		10075		Keltner Enterprises, Inc.			955.02

 

Kapila & Company

Page 13 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/12/2012		10134		Keltner Enterprises, Inc.			822.26
4/12/2012		10279		Keltner Enterprises, Inc.			951.16
				Keltner Enterprises, Inc. Total			4,340.63
2/9/2012		40924		Kraft Foods			7,945.98
				Kraft Foods Total			7,945.98
2/3/2012		40877		K-Solv, LP			19,893.00
2/24/2012		41031		K-Solv, LP			41,013.70
3/2/2012		10051		K-Solv, LP			28,810.00
3/8/2012		10102		K-Solv, LP			680.00
3/23/2012		10204		K-Solv, LP			13,618.00
				K-Solv, LP Total			104,014.70
2/10/2012		40948		Le Print Express			707.96
3/21/2012		10187		Le Print Express			294.98
				Le Print Express Total			1,002.94
1/27/2012		40826		Leaf Funding, Inc.			185.48
2/24/2012		41032		Leaf Funding, Inc.			321.86
3/15/2012		10174		Leaf Funding, Inc.			136.38
3/23/2012		10205		Leaf Funding, Inc.			185.48
				Leaf Funding, Inc. Total			829.20
4/3/2012		10257		Lockheed Martin Corporation			132.50
				Lockheed Martin Corporation Total			132.50
3/2/2012		10052		Lone Star Temporary Services			319.00
3/8/2012		10103		Lone Star Temporary Services			2,080.00
3/15/2012		10157		Lone Star Temporary Services			580.00
				Lone Star Temporary Services Total			2,979.00
2/16/2012		40994		Lubriformance			1,996.84
				Lubriformance Total			1,996.84
3/15/2012		10158		Lufkin Printing Company, Inc.			349.91
				Lufkin Printing Company, Inc. Total			349.91
2/3/2012		40878		Lufkin Rubber & Gasket Co, Inc.			468.51
3/2/2012		10053		Lufkin Rubber & Gasket Co, Inc.			27.61
				Lufkin Rubber & Gasket Co, Inc. Total			496.12
1/20/2012		40786		M&D Distributors			455.32
2/9/2012		40925		M&D Distributors			21.62
2/16/2012		40995		M&D Distributors			280.77
3/2/2012		10056		M&D Distributors			384.19
3/8/2012		10104		M&D Distributors			134.21
3/23/2012		10206		M&D Distributors			453.33
				M&D Distributors Total			1,729.44
3/15/2012		10185		Martin, Karen			550.19
				Martin, Karen Total			550.19
1/20/2012		40767		Matheson Tri-Gas, Inc. D/B/A Etox			20.46
2/24/2012		41020		Matheson Tri-Gas, Inc. D/B/A Etox			20.46
3/29/2012		10241		Matheson Tri-Gas, Inc. D/B/A Etox			19.14

 

Kapila & Company

Page 14 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
				Matheson Tri-Gas, Inc. D/B/A Etox Total			60.06
1/20/2012		40785		Maxim Oil & Chemical Co.			3,839.00
2/3/2012		40879		Maxim Oil & Chemical Co.			7,678.00
3/2/2012		10054		Maxim Oil & Chemical Co.			5,758.50
4/5/2012		10269		Maxim Oil & Chemical Co.			73.25
				Maxim Oil & Chemical Co. Total			17,348.75
2/3/2012		40880		May Advertising Cor. Of Texas			95.95
3/2/2012		10055		May Advertising Cor. Of Texas			113.65
				May Advertising Cor. Of Texas Total			209.60
1/27/2012		40835		Mazanek, Matt			966.04
2/9/2012		40938		Mazanek, Matt			620.38
3/15/2012		10171		Mazanek, Matt			380.95
				Mazanek, Matt Total			1,967.37
1/20/2012		40800		McNabb, Jeff			250.56
3/8/2012		10127		McNabb, Jeff			69.54
4/5/2012		10270		McNabb, Jeff			171.32
				McNabb, Jeff Total			491.42
2/1/2012		40845		McWhorter Lake Lomond Property			1,444.00
3/1/2012		10025		McWhorter Lake Lomond Property			1,444.00
3/2/2012		10076		McWhorter Lake Lomond Property			43.00
4/3/2012		10256		McWhorter Lake Lomond Property			1,487.00
				McWhorter Lake Lomond Property Total			4,418.00
2/3/2012		40881		Measurement Technologies, Inc.			1,355.00
				Measurement Technologies, Inc. Total			1,355.00
1/20/2012		40801		Megapath, Inc.			1,594.29
2/24/2012		41033		Megapath, Inc.			1,594.29
3/23/2012		10207		Megapath, Inc.			1,618.20
				Megapath, Inc. Total			4,806.78
2/3/2012		40882		Midtex Oil, L.P.			600.00
				Midtex Oil, L.P. Total			600.00
2/3/2012		40883		Mitchell Environmental			8,398.32
				Mitchell Environmental Total			8,398.32
3/23/2012		10208		Moore Wallace			624.86
				Moore Wallace Total			624.86
3/29/2012		10245		Moore's Retread & Tire Co., Inc.			197.04
				Moore's Retread & Tire Co., Inc. Total			197.04
3/15/2012		10159		MRT Laboratories LCC			1,585.00
				MRT Laboratories LCC Total			1,585.00
2/9/2012		40945		Music Mountain Water Company			72.15
3/15/2012		10172		Music Mountain Water Company			142.05
				Music Mountain Water Company Total			214.20
2/9/2012		40926		Mutual of Omaha			250.11
3/8/2012		10128		Mutual of Omaha			269.86
4/5/2012		10274		Mutual of Omaha			269.86

 

Kapila & Company

Page 15 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
				Mutual of Omaha Total			789.83
1/20/2012		40787		Muzak			89.87
2/9/2012		40946		Muzak			89.87
3/8/2012		10105		Muzak			89.87
				Muzak Total			269.61
3/15/2012		10160		National Container			7,212.00
3/23/2012		10209		National Container			7,662.00
				National Container Total			14,874.00
3/2/2012		10057		North Texas Tollway Authority			19.22
				North Texas Tollway Authority Total			19.22
1/27/2012		40829		Old Dominion Freight Line, Inc.			239.47
2/3/2012		40884		Old Dominion Freight Line, Inc.			438.05
2/16/2012		40996		Old Dominion Freight Line, Inc.			225.04
3/8/2012		10106		Old Dominion Freight Line, Inc.			187.59
3/15/2012		10161		Old Dominion Freight Line, Inc.			305.69
				Old Dominion Freight Line, Inc. Total			1,395.84
1/18/2012		Wire		Omni Industries, Inc.			635.42
1/23/2012		Wire		Omni Industries, Inc.			38,800.00
2/15/2012		Wire		Omni Industries, Inc.			21,661.70
2/23/2012		Wire		Omni Industries, Inc.			36,920.00
3/2/2012		Wire		Omni Industries, Inc.			12,128.20
3/13/2012		Wire		Omni Industries, Inc.			59,743.14
3/20/2012		Wire		Omni Industries, Inc.			1,581.25
4/12/2012		Wire		Omni Industries, Inc.			14,426.68
				Omni Industries, Inc. Total			185,896.39
2/3/2012		40885		OReilly Auto Parts			77.30
3/8/2012		10107		OReilly Auto Parts			42.15
				OReilly Auto Parts Total			119.45
3/8/2012		10132		O'Rourke Petroleum Products			986.95
				O'Rourke Petroleum Products Total			986.95
1/20/2012		40788		Ozarka			19.43
2/24/2012		41034		Ozarka			110.29
3/23/2012		10210		Ozarka			94.98
				Ozarka Total			224.70
3/1/2012		10027		Parrent Printing & Office Products Co.			3,709.40
				Parrent Printing & Office Products Co. Total			3,709.40
3/8/2012		10108		Payne Electrical Contractor's			212.88
				Payne Electrical Contractor's Total			212.88
1/20/2012		40803		Petroleum Materials			2,015.27
1/27/2012		40813		Petroleum Materials			83.63
2/3/2012		40886		Petroleum Materials			1,891.40
2/9/2012		40927		Petroleum Materials			451.56
3/8/2012		10109		Petroleum Materials			2,422.14
3/23/2012		10211		Petroleum Materials			12,956.26

 

Kapila & Company

Page 16 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/29/2012		10254		Petroleum Materials			409.66
				Petroleum Materials Total			20,229.92
1/27/2012		40834		Phonefare/Answerfirst			76.75
3/2/2012		10058		Phonefare/Answerfirst			92.99
3/23/2012		10228		Phonefare/Answerfirst			76.75
				Phonefare/Answerfirst Total			246.49
1/20/2012		40802		Pickens, Crystal			38.01
				Pickens, Crystal Total			38.01
1/20/2012		40804		Pitney Bowes			880.72
2/9/2012		40928		Pitney Bowes			352.68
2/24/2012		41035		Pitney Bowes			685.22
3/8/2012		10110		Pitney Bowes			428.03
3/23/2012		10212		Pitney Bowes			363.72
				Pitney Bowes Total			2,710.37
2/24/2012		41036		Polar Service Centers			57.05
				Polar Service Centers Total			57.05
1/20/2012		40789		Pressure-Lube, Inc.			1,015.24
3/23/2012		10213		Pressure-Lube, Inc.			1,051.88
				Pressure-Lube, Inc. Total			2,067.12
2/9/2012		40943		Records Resources			501.69
				Records Resources Total			501.69
2/3/2012		40887		Regional Resources			3,084.40
3/2/2012		10059		Regional Resources			4,151.40
				Regional Resources Total			7,235.80
2/3/2012		40888		Reliant Energy			1,579.44
3/2/2012		10061		Reliant Energy			468.11
3/2/2012		10062		Reliant Energy			985.85
3/29/2012		10246		Reliant Energy			498.10
3/29/2012		10247		Reliant Energy			1,013.63
				Reliant Energy Total			4,545.13
3/2/2012		10060		Relyco Sales, Inc.			325.93
				Relyco Sales, Inc. Total			325.93
3/23/2012		10214		Rhodia			165.40
				Rhodia Total			165.40
3/2/2012		10065		Robertshaw			258.30
				Robertshaw Total			258.30
3/2/2012		10063		Rob's Lawn Service			350.00
				Rob's Lawn Service Total			350.00
1/27/2012		40814		Rush Truck Centers			421.72
2/16/2012		40997		Rush Truck Centers			535.14
3/15/2012		10162		Rush Truck Centers			1,286.93
3/23/2012		10215		Rush Truck Centers			587.06
				Rush Truck Centers Total			2,830.85
3/2/2012		10064		Shanklin, Amanda			191.51

 

Kapila & Company

Page 17 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/23/2012		10229		Shanklin, Amanda			137.37
				Shanklin, Amanda Total			328.88
1/27/2012		40815		Sheltons Water Refining			10.83
3/8/2012		10111		Sheltons Water Refining			30.33
3/23/2012		10216		Sheltons Water Refining			23.83
				Sheltons Water Refining Total			64.99
3/23/2012		10217		Shirley Equipment, LLP			56.34
				Shirley Equipment, LLP Total			56.34
2/16/2012		40998		Shoppas Material Handling			538.00
				Shoppas Material Handling Total			538.00
3/8/2012		10112		Skinner Masonry, LLP			2,216.55
				Skinner Masonry, LLP Total			2,216.55
2/3/2012		40889		Source North American Corp.			456.00
				Source North American Corp. Total			456.00
3/2/2012		10066		Southern Supply, Inc.			575.29
				Southern Supply, Inc. Total			575.29
2/9/2012		40929		Southwestern Elec Power Co.			635.71
3/8/2012		10113		Southwestern Elec Power Co.			548.66
				Southwestern Elec Power Co. Total			1,184.37
2/16/2012		41007		Specialized Pipe Services, Inc.			77.00
				Specialized Pipe Services, Inc. Total			77.00
2/24/2012		41041		Springmet Industries, LLC			29,168.70
3/15/2012		10163		Springmet Industries, LLC			37,212.45
3/23/2012		10219		Springmet Industries, LLC			26,708.00
				Springmet Industries, LLC Total			93,089.15
2/3/2012		40891		Staples Business Advantage			68.72
				Staples Business Advantage Total			68.72
2/3/2012		40890		Startex			33,491.11
3/8/2012		10114		Startex			33,260.54
				Startex Total			66,751.65
2/3/2012		40892		Stuart Hose & Pipe, LTD			292.40
2/16/2012		40999		Stuart Hose & Pipe, LTD			1,093.80
3/29/2012		10248		Stuart Hose & Pipe, LTD			72.48
				Stuart Hose & Pipe, LTD Total			1,458.68
1/20/2012		40790		Sullivans Advanced Fleet Services			5,720.04
1/27/2012		40816		Sullivans Advanced Fleet Services			21,141.74
2/3/2012		40893		Sullivans Advanced Fleet Services			5,675.05
2/9/2012		40930		Sullivans Advanced Fleet Services			11,772.82
2/16/2012		41000		Sullivans Advanced Fleet Services			2,629.13
2/24/2012		41037		Sullivans Advanced Fleet Services			4,086.42
3/2/2012		10067		Sullivans Advanced Fleet Services			11,483.19
3/8/2012		10115		Sullivans Advanced Fleet Services			8,951.18
3/15/2012		10164		Sullivans Advanced Fleet Services			7,216.48
3/23/2012		10220		Sullivans Advanced Fleet Services			13,277.82

 

Kapila & Company

Page 18 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
				Sullivans Advanced Fleet Services Total			91,953.87
3/8/2012		10089		Sumners, Don, Tax Assessor			10.61
				Sumners, Don, Tax Assessor Total			10.61
2/3/2012		40894		Sun Coast Resources, Inc.			231.66
3/23/2012		10221		Sun Coast Resources, Inc.			1,680.87
				Sun Coast Resources, Inc. Total			1,912.53
3/23/2012		10222		Superall Environmental, LLC			1,133.46
				Superall Environmental, LLC Total			1,133.46
2/9/2012		40931		SWS Supply, Inc.			1,623.76
3/8/2012		10116		SWS Supply, Inc.			80.11
				SWS Supply, Inc. Total			1,703.87
3/8/2012		10119		T&T Transportation Services			10,150.00
				T&T Transportation Services Total			10,150.00
3/15/2012		10170		TCEQ			54,319.22
				TCEQ Total			54,319.22
2/9/2012		40932		TCPN			2,687.54
				TCPN Total			2,687.54
4/11/2012		10291		Telephone Market & Services			146.14
				Telephone Market & Services Total			146.14
2/24/2012		41038		Texaco Xpress Lube			42.95
				Texaco Xpress Lube Total			42.95
2/3/2012		40895		Texas Commission of Environmental Quality			200.00
				Texas Commission of Environmental Quality Total			200.00
2/29/2012		41043		Texas Department of Motor Vehicles			140.01
3/8/2012		10129		Texas Department of Motor Vehicles			1,852.99
				Texas Department of Motor Vehicles Total			1,993.00
1/20/2012		Wire		Texas Department of Revenue			9,941.00
2/21/2012		Wire		Texas Department of Revenue			11,821.83
3/20/2012		Wire		Texas Department of Revenue			10,586.98
				Texas Department of Revenue Total			32,349.81
1/20/2012		40791		Texas Tollways CSC			171.43
2/16/2012		41008		Texas Tollways CSC			31.18
2/24/2012		41039		Texas Tollways CSC			186.18
3/23/2012		10223		Texas Tollways CSC			188.98
				Texas Tollways CSC Total			577.77
1/20/2012		40792		Texas Transeastern, Inc.			305.92
2/3/2012		40896		Texas Transeastern, Inc.			1,652.33
				Texas Transeastern, Inc. Total			1,958.25
3/15/2012		10165		Thed Easley's, Inc. D/B/A Easley's Crane & Wrecker Service			495.00
				Thed Easley's, Inc. D/B/A Easley's Crane & Wrecker Service Total			495.00
1/30/2012		40840		Tonerland Corp. / TLC Office			80.11
3/2/2012		10068		Tonerland Corp. / TLC Office			87.68
				Tonerland Corp. / TLC Office Total			167.79

 

Kapila & Company

Page 19 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012 

  

						Disbursement
Date		Check No.		Payee		Amount
1/20/2012		40793		Total Maintenance			154.54
				Total Maintenance Total			154.54
2/3/2012		40897		Toyota Motor Credit Corp.			2,500.58
2/16/2012		41009		Toyota Motor Credit Corp.			2,500.58
3/2/2012		10069		Toyota Motor Credit Corp.			2,685.06
				Toyota Motor Credit Corp. Total			7,686.22
3/8/2012		10117		Trident Petroleum Equipment, Inc.			620.47
				Trident Petroleum Equipment, Inc. Total			620.47
2/3/2012		40898		Truck & Trailer Inspection			62.00
3/8/2012		10118		Truck & Trailer Inspection			124.00
				Truck & Trailer Inspection Total			186.00
3/2/2012		10070		Twin State Trucks, Inc.			190.55
				Twin State Trucks, Inc. Total			190.55
2/3/2012		40899		TXU Energy			690.59
2/9/2012		40936		TXU Energy			1,451.01
3/2/2012		10071		TXU Energy			648.30
3/8/2012		10120		TXU Energy			1,405.18
4/5/2012		10272		TXU Energy			609.35
4/11/2012		10292		TXU Energy			1,325.31
				TXU Energy Total			6,129.74
2/9/2012		40937		United Healthcare Insurance Company			755.69
3/8/2012		10130		United Healthcare Insurance Company			768.29
				United Healthcare Insurance Company Total			1,523.98
2/3/2012		40900		United States Plastic Corp.			657.17
3/15/2012		10166		United States Plastic Corp.			880.79
				United States Plastic Corp. Total			1,537.96
3/2/2012		10072		USPS			170.99
				USPS Total			170.99
2/3/2012		40901		Vicnrg, LLC			2,710.95
2/16/2012		40951		Vicnrg, LLC			2,921.35
				Vicnrg, LLC Total			5,632.30
1/20/2012		40794		W&B Service Co., Inc.			489.54
3/2/2012		10073		W&B Service Co., Inc.			381.68
3/23/2012		10224		W&B Service Co., Inc.			268.84
				W&B Service Co., Inc. Total			1,140.06
1/20/2012		40797		W&H Interests			8,552.02
2/1/2012		40837		W&H Interests			8,133.00
3/1/2012		10023		W&H Interests			8,133.00
4/1/2012		10232		W&H Interests			8,133.00
				W&H Interests Total			32,951.02
2/9/2012		40933		Waste Connections of Texas			863.79
3/8/2012		10131		Waste Connections of Texas			884.01
				Waste Connections of Texas Total			1,747.80
2/13/2012		Wire		Wells Fargo			2,106.59

 

Kapila & Company

Page 20 of 21

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

H&W Petroleum Company, Inc.

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/12/2012		Wire		Wells Fargo			2,039.96
				Wells Fargo Total			4,146.55
1/20/2012		40795		Werts Welding & Tank Service			1,553.25
2/24/2012		41040		Werts Welding & Tank Service			392.26
3/23/2012		10225		Werts Welding & Tank Service			60.65
				Werts Welding & Tank Service Total			2,006.16
2/3/2012		40902		Westpark Communications			255.69
3/2/2012		10074		Westpark Communications			254.60
4/5/2012		10277		Westpark Communications			308.73
				Westpark Communications Total			819.02
3/29/2012		10249		White-Tucker Company			216.45
				White-Tucker Company Total			216.45
2/9/2012		40939		Wink, Erica L.			20.55
3/23/2012		10227		Wink, Erica L.			557.93
				Wink, Erica L. Total			578.48
3/8/2012		10121		Wink, Sue			170.24
				Wink, Sue Total			170.24
3/23/2012		10226		YRC, Inc.			1,219.62
3/29/2012		10250		YRC, Inc.			742.23
				YRC, Inc. Total			1,961.85
				Grand Total		$	10,500,574.05

 

Note 1: This schedule is subject to change as additional information becomes available or is clarified. This schedule is subject to the reconciliation of the bank records.

 

Kapila & Company

Page 21 of 21

 

 

 

Exhibit B

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
2/3/2012		57090		Adonna Atlanta, Inc.		$	180.00
2/16/2012		57288		Adonna Atlanta, Inc.			180.00
3/2/2012		100061		Adonna Atlanta, Inc.			180.00
3/29/2012		100412		Adonna Atlanta, Inc.			180.00
				Adonna Atlanta, Inc. Total			720.00
2/16/2012		57289		Advance Commercial Charge			1,377.77
3/2/2012		100062		Advance Commercial Charge			552.49
3/15/2012		100316		Advance Commercial Charge			501.10
				Advance Commercial Charge Total			2,431.36
2/9/2012		57194		Aetna			67,905.70
3/8/2012		100138		Aetna			72,072.26
				Aetna Total			139,977.96
1/27/2012		57038		AFLAC			4,046.08
2/24/2012		57378		AFLAC			4,131.04
4/5/2012		100487		AFLAC			8,183.40
				AFLAC Total			16,360.52
3/16/2012		100318		Akerman Senterfitt & Eidson PA			5,000.00
				Akerman Senterfitt & Eidson PA Total			5,000.00
1/20/2012		56901		Allied Waste Services			65.00
2/9/2012		57195		Allied Waste Services			303.14
3/8/2012		100140		Allied Waste Services			269.02
3/15/2012		100235		Allied Waste Services			65.00
				Allied Waste Services Total			702.16
3/2/2012		100063		AM/PM 24 Hr. Road Service, Inc.			157.50
3/15/2012		100237		AM/PM 24 Hr. Road Service, Inc.			240.00
				AM/PM 24 Hr. Road Service, Inc. Total			397.50
1/27/2012		56988		Ambassador Printing Company			71.02
2/3/2012		57092		Ambassador Printing Company			111.30
2/16/2012		57290		Ambassador Printing Company			146.28
3/8/2012		100208		Ambassador Printing Company			273.48
3/23/2012		100322		Ambassador Printing Company			35.51
				Ambassador Printing Company Total			637.59
1/20/2012		56903		American Driving Records, Inc.			155.14
2/9/2012		57182		American Driving Records, Inc.			252.82
2/16/2012		57291		American Driving Records, Inc.			2,193.95
3/23/2012		100323		American Driving Records, Inc.			129.66
				American Driving Records, Inc. Total			2,731.57
1/20/2012		56902		American Recovery, LLC			252.00
				American Recovery, LLC Total			252.00
2/16/2012		57292		American Stock			6,219.54
3/8/2012		Wire		American Stock			148,134.80
3/8/2012		100139		American Stock			1,138.00
				American Stock Total			155,492.34
2/6/2012		Wire		AMEX			3,223.88
2/16/2012		57293		AMEX			41,658.51
3/5/2012		Wire		AMEX			2,441.82

 

Kapila & Company

Page 1 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/15/2012		100236		AMEX			21,914.74
4/5/2012		Wire		AMEX			3,140.22
4/11/2012		100525		AMEX			15,819.50
				AMEX Total			88,198.67
4/11/2012		100526		Analysts, Inc.			240.00
				Analysts, Inc. Total			240.00
1/20/2012		56904		Applicant Insight			281.00
2/9/2012		57196		Applicant Insight			142.95
3/8/2012		100209		Applicant Insight			165.30
				Applicant Insight Total			589.25
1/17/2012		Wire		Applied Underwriters			37,159.95
2/15/2012		Wire		Applied Underwriters			36,753.37
3/15/2012		Wire		Applied Underwriters			44,797.93
				Applied Underwriters Total			118,711.25
1/20/2012		56986		Arceneaux, Earl			80.00
				Arceneaux, Earl Total			80.00
1/17/2012		Wire		Arco			179,509.09
1/18/2012		Wire		Arco			191,438.25
1/19/2012		Wire		Arco			108,947.44
1/20/2012		Wire		Arco			137,354.89
1/23/2012		Wire		Arco			257,639.43
1/25/2012		Wire		Arco			265,345.53
1/26/2012		Wire		Arco			72,111.23
1/27/2012		Wire		Arco			36,200.93
1/30/2012		Wire		Arco			154,455.30
2/1/2012		Wire		Arco			241,116.36
2/2/2012		Wire		Arco			85,576.94
2/3/2012		Wire		Arco			88,726.85
2/6/2012		Wire		Arco			304,053.92
2/8/2012		Wire		Arco			158,092.42
2/9/2012		Wire		Arco			84,172.37
2/10/2012		Wire		Arco			86,429.32
2/13/2012		Wire		Arco			248,145.02
2/15/2012		Wire		Arco			206,256.90
2/16/2012		Wire		Arco			109,801.20
2/17/2012		Wire		Arco			165,162.13
2/21/2012		Wire		Arco			278,449.55
2/22/2012		Wire		Arco			204,010.60
2/23/2012		Wire		Arco			76,234.94
2/24/2012		Wire		Arco			125,368.88
2/27/2012		Wire		Arco			169,523.36
2/29/2012		Wire		Arco			237,796.81
3/1/2012		Wire		Arco			80,785.14
3/2/2012		Wire		Arco			103,864.86
3/5/2012		Wire		Arco			86,658.92
3/7/2012		Wire		Arco			107,857.44

 

Kapila & Company

Page 2 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/8/2012		Wire		Arco			19,977.91
3/12/2012		Wire		Arco			185,321.01
3/14/2012		Wire		Arco			126,900.08
3/15/2012		Wire		Arco			73,589.66
3/16/2012		Wire		Arco			57,655.68
3/19/2012		Wire		Arco			92,403.15
3/22/2012		Wire		Arco			88,684.62
3/23/2012		Wire		Arco			106,190.94
3/26/2012		Wire		Arco			400,548.13
3/28/2012		Wire		Arco			183,307.45
3/28/2012		Wire		Arco			36,843.16
3/29/2012		Wire		Arco			8,252.19
3/30/2012		Wire		Arco			12,972.38
4/2/2012		Wire		Arco			96,343.20
4/4/2012		Wire		Arco			256,962.84
4/5/2012		Wire		Arco			104,691.20
4/6/2012		Wire		Arco			59,096.73
4/9/2012		Wire		Arco			263,331.90
4/11/2012		Wire		Arco			172,011.34
4/12/2012		Wire		Arco			73,065.40
4/13/2012		Wire		Arco			80,269.53
				Arco Total			7,149,504.52
1/20/2012		56951		Arelis Van Den Berg			58.63
				Arelis Van Den Berg Total			58.63
1/27/2012		56989		Ascension Clean and Care, Inc.			300.00
3/2/2012		100064		Ascension Clean and Care, Inc.			375.00
4/11/2012		100527		Ascension Clean and Care, Inc.			300.00
				Ascension Clean and Care, Inc. Total			975.00
2/7/2012		57174		Ascension Parish Sales Tax Authority			25.00
2/7/2012		57175		Ascension Parish Sales Tax Authority			3,650.00
				Ascension Parish Sales Tax Authority Total			3,675.00
1/20/2012		Wire		Ascension Sales Tax			37.83
2/21/2012		Wire		Ascension Sales Tax			21.01
3/20/2012		Wire		Ascension Sales Tax			15.54
				Ascension Sales Tax Total			74.38
1/20/2012		56908		AT&T			630.49
1/27/2012		56990		AT&T			2,879.48
1/27/2012		56993		AT&T			860.00
2/1/2012		57079		AT&T			478.58
2/1/2012		57080		AT&T			2,554.00
2/9/2012		57199		AT&T			633.39
2/9/2012		57255		AT&T			199.84
2/16/2012		57300		AT&T			857.94
2/24/2012		57379		AT&T			3,415.48
2/24/2012		57384		AT&T			1,613.39
3/2/2012		100065		AT&T			496.13

 

Kapila & Company

Page 3 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/2/2012		100071		AT&T			237.14
3/8/2012		100143		AT&T			428.50
3/8/2012		100190		AT&T			191.89
3/15/2012		100241		AT&T			856.07
3/23/2012		100330		AT&T			1,259.70
3/29/2012		100414		AT&T			487.15
3/29/2012		100413		AT&T			5,219.35
3/29/2012		100415		AT&T			324.47
4/5/2012		100488		AT&T			662.93
4/5/2012		100502		AT&T			161.85
4/11/2012		100528		AT&T			856.07
				AT&T Total			25,303.84
1/17/2012		Wire		Atlas Oil Company			17,058.42
1/20/2012		Wire		Atlas Oil Company			49,783.16
1/23/2012		Wire		Atlas Oil Company			85,376.54
1/30/2012		Wire		Atlas Oil Company			48,190.20
2/3/2012		Wire		Atlas Oil Company			48,476.59
2/6/2012		Wire		Atlas Oil Company			69,552.08
2/13/2012		Wire		Atlas Oil Company			69,124.73
2/16/2012		Wire		Atlas Oil Company			74,589.91
2/17/2012		Wire		Atlas Oil Company			26,153.66
2/21/2012		Wire		Atlas Oil Company			113,574.31
2/24/2012		Wire		Atlas Oil Company			24,931.39
2/27/2012		Wire		Atlas Oil Company			77,815.06
3/1/2012		Wire		Atlas Oil Company			41,023.06
3/2/2012		Wire		Atlas Oil Company			8,146.50
3/8/2012		Wire		Atlas Oil Company			25,134.25
3/9/2012		Wire		Atlas Oil Company			36,434.34
3/12/2012		Wire		Atlas Oil Company			67,954.77
3/13/2012		Wire		Atlas Oil Company			1,641.92
3/15/2012		Wire		Atlas Oil Company			27,746.42
3/16/2012		Wire		Atlas Oil Company			129,646.42
3/19/2012		Wire		Atlas Oil Company			79,287.82
3/20/2012		Wire		Atlas Oil Company			27,843.88
3/22/2012		Wire		Atlas Oil Company			9,990.81
3/23/2012		Wire		Atlas Oil Company			56,233.65
3/26/2012		Wire		Atlas Oil Company			109,482.51
3/29/2012		Wire		Atlas Oil Company			54,077.22
3/30/2012		Wire		Atlas Oil Company			25,323.68
4/2/2012		Wire		Atlas Oil Company			91,937.10
4/3/2012		Wire		Atlas Oil Company			23,683.26
4/4/2012		Wire		Atlas Oil Company			6,641.20
4/5/2012		Wire		Atlas Oil Company			33,284.00
4/12/2012		Wire		Atlas Oil Company			24,128.34
4/13/2012		Wire		Atlas Oil Company			60,518.55
				Atlas Oil Company Total			1,644,785.75

 

Kapila & Company

Page 4 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
1/17/2012		Wire		Atlas Products, Inc.			17,058.42
1/17/2012		Wire		Atlas Products, Inc.			(17,058.42	)
1/23/2012		Wire		Atlas Products, Inc.			85,376.54
1/23/2012		Wire		Atlas Products, Inc.			(85,376.54	)
1/30/2012		Wire		Atlas Products, Inc.			48,190.20
1/30/2012		Wire		Atlas Products, Inc.			(48,190.20	)
				Atlas Products, Inc. Total			-
1/27/2012		56991		Autozone, Inc.			67.77
				Autozone, Inc. Total			67.77
2/24/2012		57381		B&H Inglewood Tow, Inc.			150.00
3/23/2012		100326		B&H Inglewood Tow, Inc.			225.00
				B&H Inglewood Tow, Inc. Total			375.00
1/20/2012		56905		Background Information, Inc.			193.15
2/9/2012		57197		Background Information, Inc.			228.25
2/16/2012		57294		Background Information, Inc.			361.00
3/2/2012		100067		Background Information, Inc.			97.85
3/23/2012		100324		Background Information, Inc.			582.15
				Background Information, Inc. Total			1,462.40
2/3/2012		57093		Baco Exterminating, LLC			80.00
				Baco Exterminating, LLC Total			80.00
1/18/2012		56896		Bagel Snack			54.38
1/20/2012		56906		Bagel Snack			54.38
1/27/2012		57044		Bagel Snack			54.38
2/9/2012		57191		Bagel Snack			54.38
2/9/2012		57198		Bagel Snack			54.38
2/16/2012		57295		Bagel Snack			54.38
2/24/2012		57380		Bagel Snack			54.38
3/2/2012		100068		Bagel Snack			54.38
3/8/2012		100141		Bagel Snack			54.38
3/15/2012		100239		Bagel Snack			54.38
3/23/2012		100325		Bagel Snack			54.38
4/3/2012		100480		Bagel Snack			54.38
4/5/2012		100509		Bagel Snack			54.38
				Bagel Snack Total			706.94
4/11/2012		100512		Barriner, Norma			70.68
				Barriner, Norma Total			70.68
1/20/2012		Wire		Baton Rouge Sales & Use Tax			1,826.00
2/21/2012		Wire		Baton Rouge Sales & Use Tax			656.00
3/20/2012		Wire		Baton Rouge Sales & Use Tax			604.00
				Baton Rouge Sales & Use Tax Total			3,086.00
2/3/2012		57094		Battleground Tire & Wrecker			500.00
				Battleground Tire & Wrecker Total			500.00
3/29/2012		100417		Bear, David (Marty)			80.00
4/5/2012		100490		Bear, David (Marty)			252.20
				Bear, David (Marty) Total			332.20
2/3/2012		57095		Beard, Robert W.			395.00

 

Kapila & Company

Page 5 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
				Beard, Robert W. Total			395.00
2/16/2012		57369		Bernal, Eyran J.			292.48
				Bernal, Eyran J. Total			292.48
1/20/2012		56907		Bewley, Lassleben & Miller			225.00
2/16/2012		57296		Bewley, Lassleben & Miller			225.00
3/8/2012		100210		Bewley, Lassleben & Miller			45.00
				Bewley, Lassleben & Miller Total			495.00
1/27/2012		56992		Bieniek, Linda			30.02
				Bieniek, Linda Total			30.02
1/20/2012		56909		Bires & Schaffer			8,625.00
3/2/2012		100069		Bires & Schaffer			21,125.00
3/15/2012		100240		Bires & Schaffer			6,875.00
				Bires & Schaffer Total			36,625.00
2/24/2012		57382		Biscuit Studios, LLC			56.25
3/23/2012		100327		Biscuit Studios, LLC			175.00
				Biscuit Studios, LLC Total			231.25
2/16/2012		57297		Black Star Oil Company			560.00
				Black Star Oil Company Total			560.00
2/1/2012		57059		Blakeman Industrial Park, LLC			2,475.00
3/1/2012		100038		Blakeman Industrial Park, LLC			2,475.00
4/3/2012		100461		Blakeman Industrial Park, LLC			2,475.00
				Blakeman Industrial Park, LLC Total			7,425.00
2/3/2012		57096		Brea Property Management			2,650.93
				Brea Property Management Total			2,650.93
2/16/2012		57298		Brenntag Southwest, Inc.			942.04
3/2/2012		100070		Brenntag Southwest, Inc.			2,435.86
3/23/2012		100328		Brenntag Southwest, Inc.			627.00
				Brenntag Southwest, Inc. Total			4,004.90
2/3/2012		57097		Broadridge			6,325.47
2/24/2012		57383		Broadridge			532.69
				Broadridge Total			6,858.16
2/16/2012		57299		Broadwing Communication			1,038.38
3/23/2012		100329		Broadwing Communication			515.75
				Broadwing Communication Total			1,554.13
2/7/2012		57178		Broward County Board of Commissioners			690.00
2/7/2012		57179		Broward County Board of Commissioners			25.00
				Broward County Board of Commissioners Total			715.00
1/20/2012		56910		Budget Rent A Car Systems			3,059.59
2/24/2012		57455		Budget Rent A Car Systems			904.17
3/23/2012		100331		Budget Rent A Car Systems			1,224.40
				Budget Rent A Car Systems Total			5,188.16
2/1/2012		57060		Buffalo Road, LLC			400.00
3/1/2012		100039		Buffalo Road, LLC			400.00
4/3/2012		100462		Buffalo Road, LLC			400.00
				Buffalo Road, LLC Total			1,200.00
2/9/2012		57200		Burrtec Waste Industries			135.76

 

Kapila & Company

Page 6 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/8/2012		100144		Burrtec Waste Industries			135.76
				Burrtec Waste Industries Total			271.52
1/20/2012		56984		CA Board of Equalization			4,203.80
2/9/2012		57186		CA Board of Equalization			4,188.77
3/15/2012		100242		CA Board of Equalization			4,204.86
				CA Board of Equalization Total			12,597.43
1/20/2012		Wire		CA Sales & Use Tax			259,027.00
				CA Sales & Use Tax Total			259,027.00
1/20/2012		56911		California Water Service			17.09
2/16/2012		57301		California Water Service			20.27
3/15/2012		100243		California Water Service			17.29
				California Water Service Total			54.65
1/20/2012		56912		Camacho Truck Service, LLC			1,017.71
1/27/2012		56994		Camacho Truck Service, LLC			619.27
2/3/2012		57098		Camacho Truck Service, LLC			364.28
2/9/2012		57201		Camacho Truck Service, LLC			123.61
2/16/2012		57303		Camacho Truck Service, LLC			176.97
3/2/2012		100072		Camacho Truck Service, LLC			450.08
3/8/2012		100145		Camacho Truck Service, LLC			1,133.60
3/15/2012		100244		Camacho Truck Service, LLC			1,888.19
3/23/2012		100332		Camacho Truck Service, LLC			670.01
				Camacho Truck Service, LLC Total			6,443.72
1/27/2012		56995		Cameron Assoc., Inc.			6,500.00
3/23/2012		100333		Cameron Assoc., Inc.			6,500.00
4/11/2012		100529		Cameron Assoc., Inc.			6,500.00
				Cameron Assoc., Inc. Total			19,500.00
2/16/2012		57302		Campos, Victor M.			175.90
3/8/2012		100211		Campos, Victor M.			262.75
				Campos, Victor M. Total			438.65
1/27/2012		56996		Canoochee Electric Membership			179.90
2/24/2012		57386		Canoochee Electric Membership			138.62
3/23/2012		100334		Canoochee Electric Membership			112.73
				Canoochee Electric Membership Total			431.25
1/20/2012		56913		Capital Office Products			1,070.02
1/27/2012		56997		Capital Office Products			1,360.60
2/3/2012		57099		Capital Office Products			1,620.35
2/9/2012		57202		Capital Office Products			1,842.46
2/16/2012		57304		Capital Office Products			2,403.44
2/24/2012		57387		Capital Office Products			687.54
3/2/2012		100073		Capital Office Products			760.73
3/8/2012		100146		Capital Office Products			1,320.21
3/15/2012		100245		Capital Office Products			355.30
3/23/2012		100335		Capital Office Products			1,013.40
				Capital Office Products Total			12,434.05
3/15/2012		100246		Carolina Truck and Trailer, LLC			258.00
				Carolina Truck and Trailer, LLC Total			258.00

 

Kapila & Company

Page 7 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
2/3/2012		57172		Cash			823.40
				Cash Total			823.40
1/20/2012		56914		CDW Direct, LLC			469.13
2/3/2012		57100		CDW Direct, LLC			6,000.00
2/9/2012		57203		CDW Direct, LLC			116.90
2/16/2012		57305		CDW Direct, LLC			1,388.63
2/24/2012		57388		CDW Direct, LLC			139.17
3/2/2012		100074		CDW Direct, LLC			371.39
3/8/2012		100147		CDW Direct, LLC			368.81
3/15/2012		100247		CDW Direct, LLC			220.29
3/23/2012		100336		CDW Direct, LLC			17,010.10
				CDW Direct, LLC Total			26,084.42
2/3/2012		Wire		Centurylink			209.29
3/5/2012		Wire		Centurylink			216.10
4/2/2012		Wire		Centurylink			216.10
				Centurylink Total			641.49
3/8/2012		100212		CGLIC-Chattanooga EASC			4,829.70
3/15/2012		100249		CGLIC-Chattanooga EASC			5,547.15
4/5/2012		100489		CGLIC-Chattanooga EASC			4,221.26
				CGLIC-Chattanooga EASC Total			14,598.11
1/20/2012		56915		Charlie's Tractor/Trailer			162.12
2/3/2012		57101		Charlie's Tractor/Trailer			411.43
2/9/2012		57204		Charlie's Tractor/Trailer			2,115.72
2/24/2012		57389		Charlie's Tractor/Trailer			1,876.64
3/2/2012		100075		Charlie's Tractor/Trailer			238.61
3/8/2012		100148		Charlie's Tractor/Trailer			163.82
3/23/2012		100337		Charlie's Tractor/Trailer			2,961.61
				Charlie's Tractor/Trailer Total			7,929.95
2/24/2012		57396		Charlotte Fire Dept			460.00
				Charlotte Fire Dept Total			460.00
1/18/2012		56897		Chatham Truck Center, Inc.			1,115.60
				Chatham Truck Center, Inc. Total			1,115.60
1/20/2012		56916		Chuck's Welding Service			781.25
1/27/2012		56998		Chuck's Welding Service			132.65
2/3/2012		57102		Chuck's Welding Service			669.49
2/24/2012		57390		Chuck's Welding Service			3,454.65
3/2/2012		100076		Chuck's Welding Service			560.75
3/15/2012		100248		Chuck's Welding Service			54.83
				Chuck's Welding Service Total			5,653.62
1/20/2012		56919		Cintas Corporation			21.40
1/20/2012		56921		Cintas Corporation			422.68
1/20/2012		56918		Cintas Corporation			21.85
1/20/2012		56917		Cintas Corporation			180.05
1/27/2012		56999		Cintas Corporation			21.40
2/3/2012		57109		Cintas Corporation			21.40
2/3/2012		57111		Cintas Corporation			469.60

 

Kapila & Company

Page 8 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
2/3/2012		57104		Cintas Corporation			27.43
2/3/2012		57105		Cintas Corporation			22.15
2/3/2012		57107		Cintas Corporation			85.56
2/3/2012		57106		Cintas Corporation			75.33
2/3/2012		57108		Cintas Corporation			21.85
2/3/2012		57103		Cintas Corporation			80.37
2/9/2012		57212		Cintas Corporation			42.80
2/9/2012		57213		Cintas Corporation			153.00
2/9/2012		57206		Cintas Corporation			109.72
2/9/2012		57207		Cintas Corporation			112.36
2/9/2012		57208		Cintas Corporation			90.72
2/9/2012		57210		Cintas Corporation			68.57
2/9/2012		57209		Cintas Corporation			301.58
2/9/2012		57211		Cintas Corporation			65.55
2/9/2012		57205		Cintas Corporation			190.67
2/16/2012		57307		Cintas Corporation			22.74
2/16/2012		57308		Cintas Corporation			24.27
2/16/2012		57310		Cintas Corporation			46.22
2/16/2012		57309		Cintas Corporation			215.45
2/16/2012		57306		Cintas Corporation			80.37
2/24/2012		57393		Cintas Corporation			21.40
2/24/2012		57395		Cintas Corporation			153.00
2/24/2012		57391		Cintas Corporation			27.43
2/24/2012		57392		Cintas Corporation			21.85
3/2/2012		100077		Cintas Corporation			21.40
3/2/2012		100079		Cintas Corporation			306.00
3/8/2012		100213		Cintas Corporation			21.40
3/8/2012		100149		Cintas Corporation			249.79
3/15/2012		100256		Cintas Corporation			153.00
3/15/2012		100250		Cintas Corporation			82.29
3/15/2012		100251		Cintas Corporation			46.82
3/15/2012		100252		Cintas Corporation			103.44
3/15/2012		100254		Cintas Corporation			69.33
3/15/2012		100253		Cintas Corporation			542.55
3/15/2012		100255		Cintas Corporation			65.55
3/23/2012		100338		Cintas Corporation			42.80
3/23/2012		100340		Cintas Corporation			306.00
3/29/2012		100416		Cintas Corporation			153.00
				Cintas Corporation Total			5,382.14
1/20/2012		56920		Cintas Uniforms			217.05
2/3/2012		57110		Cintas Uniforms			377.83
2/16/2012		57311		Cintas Uniforms			230.76
2/24/2012		57394		Cintas Uniforms			53.96
3/2/2012		100078		Cintas Uniforms			539.23
3/23/2012		100339		Cintas Uniforms			290.58
3/29/2012		100451		Cintas Uniforms			53.41

 

Kapila & Company

Page 9 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
				Cintas Uniforms Total			1,762.82
1/20/2012		56980		City of Birmingham			0.59
1/20/2012		56981		City of Birmingham			0.23
2/9/2012		57192		City of Birmingham			240.00
				City of Birmingham Total			240.82
1/20/2012		56979		City of Fontana			3,536.26
				City of Fontana Total			3,536.26
2/16/2012		57313		City of Gonzales			33.40
3/15/2012		100257		City of Gonzales			33.40
4/11/2012		100530		City of Gonzales			27.32
				City of Gonzales Total			94.12
2/16/2012		57312		City of Las Vegas			55.00
				City of Las Vegas Total			55.00
1/20/2012		56978		City of North Las Vegas			835.32
				City of North Las Vegas Total			835.32
2/9/2012		57264		City of Tampa Utilities			12.10
3/8/2012		100194		City of Tampa Utilities			6.06
4/11/2012		100539		City of Tampa Utilities			9.09
				City of Tampa Utilities Total			27.25
3/15/2012		100313		Colon, Maira			201.66
				Colon, Maira Total			201.66
1/17/2012		Wire		Colonial Terminals, Inc.			79,465.26
1/19/2012		Wire		Colonial Terminals, Inc.			20,257.54
1/20/2012		Wire		Colonial Terminals, Inc.			41,500.31
1/23/2012		Wire		Colonial Terminals, Inc.			92,121.81
1/24/2012		Wire		Colonial Terminals, Inc.			13,873.81
1/26/2012		Wire		Colonial Terminals, Inc.			7,328.09
1/27/2012		Wire		Colonial Terminals, Inc.			19,113.35
1/30/2012		Wire		Colonial Terminals, Inc.			70,949.38
2/2/2012		Wire		Colonial Terminals, Inc.			19,538.19
2/3/2012		Wire		Colonial Terminals, Inc.			7,250.59
2/6/2012		Wire		Colonial Terminals, Inc.			40,234.26
2/9/2012		Wire		Colonial Terminals, Inc.			18,004.19
2/13/2012		Wire		Colonial Terminals, Inc.			76,358.13
2/14/2012		Wire		Colonial Terminals, Inc.			12,628.29
2/16/2012		Wire		Colonial Terminals, Inc.			49,766.37
2/17/2012		Wire		Colonial Terminals, Inc.			24,568.88
2/21/2012		Wire		Colonial Terminals, Inc.			110,691.97
2/22/2012		Wire		Colonial Terminals, Inc.			2,042.63
2/23/2012		Wire		Colonial Terminals, Inc.			7,034.13
2/24/2012		Wire		Colonial Terminals, Inc.			20,510.93
2/27/2012		Wire		Colonial Terminals, Inc.			71,207.35
2/28/2012		Wire		Colonial Terminals, Inc.			3,420.34
3/1/2012		Wire		Colonial Terminals, Inc.			54,505.17
3/2/2012		Wire		Colonial Terminals, Inc.			39,038.25
3/5/2012		Wire		Colonial Terminals, Inc.			98,521.57

 

Kapila & Company

Page 10 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/6/2012		Wire		Colonial Terminals, Inc.			10,197.06
3/8/2012		Wire		Colonial Terminals, Inc.			19,365.73
3/9/2012		Wire		Colonial Terminals, Inc.			17,799.65
3/12/2012		Wire		Colonial Terminals, Inc.			98,438.91
3/13/2012		Wire		Colonial Terminals, Inc.			13,375.24
3/15/2012		Wire		Colonial Terminals, Inc.			48,401.61
3/16/2012		Wire		Colonial Terminals, Inc.			33,477.93
3/19/2012		Wire		Colonial Terminals, Inc.			46,828.50
3/20/2012		Wire		Colonial Terminals, Inc.			5,988.07
3/22/2012		Wire		Colonial Terminals, Inc.			26,346.60
3/23/2012		Wire		Colonial Terminals, Inc.			22,755.19
3/26/2012		Wire		Colonial Terminals, Inc.			111,513.41
3/27/2012		Wire		Colonial Terminals, Inc.			14,140.50
3/29/2012		Wire		Colonial Terminals, Inc.			29,178.19
3/30/2012		Wire		Colonial Terminals, Inc.			37,654.86
4/2/2012		Wire		Colonial Terminals, Inc.			209,733.22
4/3/2012		Wire		Colonial Terminals, Inc.			24,000.46
4/5/2012		Wire		Colonial Terminals, Inc.			23,588.39
4/6/2012		Wire		Colonial Terminals, Inc.			65,730.30
4/9/2012		Wire		Colonial Terminals, Inc.			140,474.54
4/12/2012		Wire		Colonial Terminals, Inc.			14,093.22
4/13/2012		Wire		Colonial Terminals, Inc.			35,471.03
				Colonial Terminals, Inc. Total			2,048,483.40
1/20/2012		56922		Comfort House, Inc.			81.05
3/2/2012		100080		Comfort House, Inc.			81.05
3/8/2012		100150		Comfort House, Inc.			81.05
				Comfort House, Inc. Total			243.15
1/17/2012		Wire		Conocophillips Company			17,955.64
1/18/2012		Wire		Conocophillips Company			8,159.62
1/19/2012		Wire		Conocophillips Company			10,614.05
1/20/2012		Wire		Conocophillips Company			74,466.94
1/23/2012		Wire		Conocophillips Company			20,252.15
1/24/2012		Wire		Conocophillips Company			3,534.22
1/27/2012		Wire		Conocophillips Company			24,948.84
1/30/2012		Wire		Conocophillips Company			48,534.81
1/31/2012		Wire		Conocophillips Company			12,505.92
2/1/2012		Wire		Conocophillips Company			16,804.21
2/2/2012		Wire		Conocophillips Company			37,662.57
2/3/2012		Wire		Conocophillips Company			55,421.97
2/6/2012		Wire		Conocophillips Company			31,482.61
2/9/2012		Wire		Conocophillips Company			16,406.89
2/10/2012		Wire		Conocophillips Company			56,892.72
2/13/2012		Wire		Conocophillips Company			11,201.68
2/17/2012		Wire		Conocophillips Company			12,331.95
2/21/2012		Wire		Conocophillips Company			37,632.55
2/23/2012		Wire		Conocophillips Company			8,019.97

 

Kapila & Company

Page 11 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
2/24/2012		Wire		Conocophillips Company			73,530.72
2/27/2012		Wire		Conocophillips Company			115,024.25
2/28/2012		Wire		Conocophillips Company			5,095.42
2/29/2012		Wire		Conocophillips Company			9,578.93
3/1/2012		Wire		Conocophillips Company			84,073.41
3/2/2012		Wire		Conocophillips Company			114,115.09
3/5/2012		Wire		Conocophillips Company			87,657.19
3/6/2012		Wire		Conocophillips Company			6,271.59
3/8/2012		Wire		Conocophillips Company			72,692.07
3/9/2012		Wire		Conocophillips Company			52,693.08
3/12/2012		Wire		Conocophillips Company			173,126.16
3/13/2012		Wire		Conocophillips Company			1,954.97
3/15/2012		Wire		Conocophillips Company			91,068.40
3/16/2012		Wire		Conocophillips Company			121,825.74
3/19/2012		Wire		Conocophillips Company			137,812.95
3/20/2012		Wire		Conocophillips Company			23,388.35
3/21/2012		Wire		Conocophillips Company			17,883.97
3/22/2012		Wire		Conocophillips Company			4,894.21
3/23/2012		Wire		Conocophillips Company			80,388.96
3/26/2012		Wire		Conocophillips Company			181,204.73
3/27/2012		Wire		Conocophillips Company			17,298.65
3/29/2012		Wire		Conocophillips Company			85,306.03
3/30/2012		Wire		Conocophillips Company			95,681.87
4/2/2012		Wire		Conocophillips Company			56,871.26
4/5/2012		Wire		Conocophillips Company			40,689.97
4/6/2012		Wire		Conocophillips Company			55,734.36
4/9/2012		Wire		Conocophillips Company			174,829.97
4/10/2012		Wire		Conocophillips Company			23,121.85
4/12/2012		Wire		Conocophillips Company			169,692.74
4/13/2012		Wire		Conocophillips Company			152,837.30
				Conocophillips Company Total			2,831,173.50
3/23/2012		100341		Cooper Kenworth, Inc.			41.31
				Cooper Kenworth, Inc. Total			41.31
2/24/2012		57397		Corella, Francisco			311.04
				Corella, Francisco Total			311.04
4/11/2012		100531		County Disposal, LLC			187.99
				County Disposal, LLC Total			187.99
1/20/2012		56923		Crystal Springs			113.68
2/1/2012		57081		Crystal Springs			109.93
2/16/2012		57314		Crystal Springs			22.23
3/15/2012		100258		Crystal Springs			66.57
				Crystal Springs Total			312.41
1/27/2012		Wire		CT Corporation - Annual Report			13,596.00
				CT Corporation - Annual Report Total			13,596.00
2/24/2012		57398		Custom Blinds Int'l, Inc.			590.00
				Custom Blinds Int'l, Inc. Total			590.00

 

Kapila & Company

Page 12 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
1/20/2012		56924		Davis Graham & Stubbs LLP			55,796.20
2/24/2012		57399		Davis Graham & Stubbs LLP			931.50
3/15/2012		100317		Davis Graham & Stubbs LLP			46,195.42
4/6/2012		100511		Davis Graham & Stubbs LLP			100,280.92
				Davis Graham & Stubbs LLP Total			203,204.04
4/3/2012		100481		Day, Jones			12,612.50
				Day, Jones Total			12,612.50
2/1/2012		57051		DCFS USA, LLC			2,988.48
2/1/2012		57052		DCFS USA, LLC			2,988.48
2/1/2012		57053		DCFS USA, LLC			2,556.88
2/1/2012		57054		DCFS USA, LLC			2,556.88
3/1/2012		100033		DCFS USA, LLC			2,988.48
3/1/2012		100034		DCFS USA, LLC			2,988.48
3/1/2012		100035		DCFS USA, LLC			2,556.88
3/1/2012		100036		DCFS USA, LLC			2,556.88
4/1/2012		100405		DCFS USA, LLC			2,988.48
4/1/2012		100406		DCFS USA, LLC			2,988.48
4/1/2012		100407		DCFS USA, LLC			2,556.88
4/1/2012		100408		DCFS USA, LLC			2,556.88
				DCFS USA, LLC Total			33,272.16
2/9/2012		57215		De La Hoz & Associates, P.A.			5,193.75
3/8/2012		100151		De La Hoz & Associates, P.A.			13,413.75
4/11/2012		Wire		De La Hoz & Associates, P.A.			18,500.00
				De La Hoz & Associates, P.A. Total			37,107.50
2/9/2012		57214		De Lage Landen Operational Services			1,687.25
3/8/2012		100214		De Lage Landen Operational Services			1,687.25
				De Lage Landen Operational Services Total			3,374.50
2/1/2012		57061		Deland, Inc.			5,500.00
3/1/2012		100040		Deland, Inc.			5,500.00
4/3/2012		100463		Deland, Inc.			5,500.00
				Deland, Inc. Total			16,500.00
1/20/2012		56925		Dell Financial Services, LLC			110.86
1/27/2012		57039		Dell Financial Services, LLC			5,726.50
2/3/2012		57112		Dell Financial Services, LLC			2,255.52
2/16/2012		57315		Dell Financial Services, LLC			139.86
3/2/2012		100081		Dell Financial Services, LLC			8,706.88
3/23/2012		100342		Dell Financial Services, LLC			110.86
				Dell Financial Services, LLC Total			17,050.48
2/3/2012		57113		Dell Marketing L.P.			2,624.00
2/16/2012		57316		Dell Marketing L.P.			316.13
3/2/2012		100082		Dell Marketing L.P.			2,643.93
3/23/2012		100343		Dell Marketing L.P.			561.80
				Dell Marketing L.P. Total			6,145.86
1/17/2012		Wire		Denny Oil Co.			24,773.67
1/18/2012		Wire		Denny Oil Co.			24,594.82
1/19/2012		Wire		Denny Oil Co.			81,948.23

 

Kapila & Company

Page 13 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
1/24/2012		Wire		Denny Oil Co.			27,046.56
1/27/2012		Wire		Denny Oil Co.			51,161.41
1/30/2012		Wire		Denny Oil Co.			25,996.66
1/31/2012		Wire		Denny Oil Co.			24,433.24
2/22/2012		Wire		Denny Oil Co.			53,256.04
2/23/2012		Wire		Denny Oil Co.			30,019.11
3/5/2012		Wire		Denny Oil Co.			54,747.26
3/26/2012		Wire		Denny Oil Co.			25,501.34
4/10/2012		Wire		Denny Oil Co.			28,781.21
				Denny Oil Co. Total			452,259.55
1/20/2012		56926		Diamond Springs Water, Inc.			16.62
2/16/2012		57317		Diamond Springs Water, Inc.			30.45
3/15/2012		100311		Diamond Springs Water, Inc.			9.60
3/23/2012		100344		Diamond Springs Water, Inc.			9.60
				Diamond Springs Water, Inc. Total			66.27
2/24/2012		57400		Digi-Key Corporation			290.76
				Digi-Key Corporation Total			290.76
1/17/2012		Wire		Direct Fuels, L.P.			65,808.46
1/19/2012		Wire		Direct Fuels, L.P.			11,290.90
1/20/2012		Wire		Direct Fuels, L.P.			32,823.76
1/23/2012		Wire		Direct Fuels, L.P.			23,222.24
1/26/2012		Wire		Direct Fuels, L.P.			19,964.49
1/27/2012		Wire		Direct Fuels, L.P.			37,605.09
1/30/2012		Wire		Direct Fuels, L.P.			6,730.69
2/6/2012		Wire		Direct Fuels, L.P.			25,386.64
2/8/2012		Wire		Direct Fuels, L.P.			7,031.85
2/9/2012		Wire		Direct Fuels, L.P.			40,196.00
2/10/2012		Wire		Direct Fuels, L.P.			12,751.06
2/13/2012		Wire		Direct Fuels, L.P.			11,334.72
2/16/2012		Wire		Direct Fuels, L.P.			21,100.30
2/16/2012		Wire		Direct Fuels, L.P.			29,482.66
2/17/2012		Wire		Direct Fuels, L.P.			45,074.59
2/21/2012		Wire		Direct Fuels, L.P.			10,693.93
2/23/2012		Wire		Direct Fuels, L.P.			28,752.58
2/27/2012		Wire		Direct Fuels, L.P.			80,510.65
2/29/2012		Wire		Direct Fuels, L.P.			43,922.27
3/1/2012		Wire		Direct Fuels, L.P.			25,033.39
3/12/2012		Wire		Direct Fuels, L.P.			19,597.53
3/19/2012		Wire		Direct Fuels, L.P.			15,877.96
3/22/2012		Wire		Direct Fuels, L.P.			16,736.21
3/23/2012		Wire		Direct Fuels, L.P.			22,107.51
3/26/2012		Wire		Direct Fuels, L.P.			23,408.40
4/2/2012		Wire		Direct Fuels, L.P.			23,129.67
4/9/2012		Wire		Direct Fuels, L.P.			66,071.12
4/10/2012		Wire		Direct Fuels, L.P.			19,510.48
4/11/2012		Wire		Direct Fuels, L.P.			21,155.67

 

Kapila & Company

Page 14 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
4/12/2012		Wire		Direct Fuels, L.P.			40,204.64
4/13/2012		Wire		Direct Fuels, L.P.			35,098.31
				Direct Fuels, L.P. Total			881,613.77
2/16/2012		57318		Diversified Administration			100.00
				Diversified Administration Total			100.00
1/27/2012		57035		DK Wayside Truck & Trailer Repair, Inc.			68.86
2/1/2012		57078		DK Wayside Truck & Trailer Repair, Inc.			1,000.00
2/16/2012		57367		DK Wayside Truck & Trailer Repair, Inc.			3,565.44
3/1/2012		100057		DK Wayside Truck & Trailer Repair, Inc.			1,000.00
3/2/2012		100137		DK Wayside Truck & Trailer Repair, Inc.			2,946.61
3/8/2012		100224		DK Wayside Truck & Trailer Repair, Inc.			169.93
3/29/2012		100458		DK Wayside Truck & Trailer Repair, Inc.			361.76
4/3/2012		100479		DK Wayside Truck & Trailer Repair, Inc.			1,000.00
				DK Wayside Truck & Trailer Repair, Inc. Total			10,112.60
2/3/2012		57171		Donner, Christina			51.16
				Donner, Christina Total			51.16
3/2/2012		100083		Drake Supply Company			481.98
3/15/2012		100259		Drake Supply Company			354.79
				Drake Supply Company Total			836.77
1/27/2012		57000		Drug Free Compliance, Inc.			508.00
2/24/2012		57401		Drug Free Compliance, Inc.			638.25
3/23/2012		100346		Drug Free Compliance, Inc.			571.50
				Drug Free Compliance, Inc. Total			1,717.75
2/9/2012		57216		DTN Corporation			313.00
3/8/2012		100152		DTN Corporation			313.00
				DTN Corporation Total			626.00
1/27/2012		57001		Dun & Bradstreet			13,991.25
2/16/2012		57319		Dun & Bradstreet			4,663.75
3/15/2012		100260		Dun & Bradstreet			4,663.75
				Dun & Bradstreet Total			23,318.75
1/27/2012		57002		Eatel			254.24
2/24/2012		57402		Eatel			250.07
3/23/2012		100347		Eatel			249.98
				Eatel Total			754.29
2/1/2012		57082		Edison Company			221.36
2/3/2012		57167		Edison Company			414.81
2/9/2012		57217		Edison Company			185.99
3/2/2012		100084		Edison Company			171.75
3/8/2012		100153		Edison Company			526.53
3/29/2012		100418		Edison Company			159.67
4/5/2012		100491		Edison Company			345.81
4/11/2012		100532		Edison Company			150.91
				Edison Company Total			2,176.83
2/24/2012		57403		Elmer's Truck Seat Center			212.05
				Elmer's Truck Seat Center Total			212.05

 

Kapila & Company

Page 15 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
2/24/2012		57456		Embarq			253.21
3/29/2012		100442		Embarq			277.91
				Embarq Total			531.12
1/20/2012		56927		Emerald Towing, Inc.			353.50
2/3/2012		57114		Emerald Towing, Inc.			275.00
3/15/2012		100261		Emerald Towing, Inc.			270.25
				Emerald Towing, Inc. Total			898.75
3/2/2012		100085		Empire Truck Sales, LLC			265.78
				Empire Truck Sales, LLC Total			265.78
1/20/2012		56928		Entergy Gulf States Louisiana, LLC			426.40
				Entergy Gulf States Louisiana, LLC Total			426.40
1/20/2012		Wire		Enterprise Products Operating, LLC			3.26
				Enterprise Products Operating, LLC Total			3.26
1/20/2012		56929		ePartners, Inc.			8,069.26
2/3/2012		57115		ePartners, Inc.			7,101.25
				ePartners, Inc. Total			15,170.51
2/24/2012		57404		Ethicspoint, Inc.			2,205.00
				Ethicspoint, Inc. Total			2,205.00
1/20/2012		56930		Examination Management			160.00
2/9/2012		57218		Examination Management			120.00
3/8/2012		100227		Examination Management			160.00
				Examination Management Total			440.00
1/20/2012		56977		FEDEX			1,055.56
1/27/2012		57003		FEDEX			725.34
2/3/2012		57116		FEDEX			868.90
2/9/2012		57219		FEDEX			578.75
2/16/2012		57320		FEDEX			992.08
2/24/2012		57405		FEDEX			440.35
3/2/2012		100086		FEDEX			688.16
3/8/2012		100215		FEDEX			746.70
3/15/2012		100262		FEDEX			553.34
3/23/2012		100348		FEDEX			336.55
4/11/2012		100533		FEDEX			2,215.86
				FEDEX Total			9,201.59
1/20/2012		56985		FL Dept of Revenue			3,475.46
3/15/2012		100265		FL Dept of Revenue			3,157.18
3/29/2012		100420		FL Dept of Revenue			3,293.74
				FL Dept of Revenue Total			9,926.38
2/27/2012		57459		FL Division of Motor Vehicle			2,500.00
				FL Division of Motor Vehicle Total			2,500.00
1/19/2012		Wire		FL Sales & Use Tax			11,751.81
2/17/2012		Wire		FL Sales & Use Tax			15,316.77
3/19/2012		Wire		FL Sales & Use Tax			15,316.83
				FL Sales & Use Tax Total			42,385.41
2/24/2012		57453		Fleet Fueling-Wright			26,388.40

 

Kapila & Company

Page 16 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/15/2012		100309		Fleet Fueling-Wright			29,015.89
4/11/2012		100541		Fleet Fueling-Wright			25,595.58
				Fleet Fueling-Wright Total			80,999.87
1/20/2012		56931		Fleet Pride			269.92
2/3/2012		57118		Fleet Pride			936.85
2/9/2012		57221		Fleet Pride			248.58
2/16/2012		57321		Fleet Pride			759.27
3/2/2012		100087		Fleet Pride			462.87
3/8/2012		100154		Fleet Pride			150.02
3/15/2012		100263		Fleet Pride			540.15
3/23/2012		100350		Fleet Pride			709.33
3/29/2012		100419		Fleet Pride			52.57
				Fleet Pride Total			4,129.56
1/20/2012		56982		Fleet Products, Inc.			178.75
2/9/2012		57222		Fleet Products, Inc.			271.32
2/24/2012		57407		Fleet Products, Inc.			177.40
3/23/2012		100351		Fleet Products, Inc.			273.75
				Fleet Products, Inc. Total			901.22
1/20/2012		56932		Fleetwash Systems			271.50
2/3/2012		57119		Fleetwash Systems			700.11
2/16/2012		57322		Fleetwash Systems			142.41
2/24/2012		57408		Fleetwash Systems			163.28
3/2/2012		100088		Fleetwash Systems			81.64
3/8/2012		100155		Fleetwash Systems			263.34
3/15/2012		100264		Fleetwash Systems			142.41
3/23/2012		100352		Fleetwash Systems			163.28
				Fleetwash Systems Total			1,927.97
2/28/2012		Wire		Flint Hills Resources L.P.			19,377.81
2/29/2012		Wire		Flint Hills Resources L.P.			15,719.63
3/1/2012		Wire		Flint Hills Resources L.P.			23,903.95
3/2/2012		Wire		Flint Hills Resources L.P.			17,317.43
3/5/2012		Wire		Flint Hills Resources L.P.			95,433.83
3/6/2012		Wire		Flint Hills Resources L.P.			29,794.65
3/7/2012		Wire		Flint Hills Resources L.P.			7,036.24
3/8/2012		Wire		Flint Hills Resources L.P.			23,665.60
3/9/2012		Wire		Flint Hills Resources L.P.			19,533.20
3/12/2012		Wire		Flint Hills Resources L.P.			57,137.21
3/13/2012		Wire		Flint Hills Resources L.P.			6,533.17
3/14/2012		Wire		Flint Hills Resources L.P.			11,137.52
3/15/2012		Wire		Flint Hills Resources L.P.			32,128.08
3/16/2012		Wire		Flint Hills Resources L.P.			16,020.98
3/19/2012		Wire		Flint Hills Resources L.P.			80,279.77
3/20/2012		Wire		Flint Hills Resources L.P.			22,657.85
3/22/2012		Wire		Flint Hills Resources L.P.			8,903.66
3/23/2012		Wire		Flint Hills Resources L.P.			58,973.66
3/26/2012		Wire		Flint Hills Resources L.P.			93,558.99

 

Kapila & Company

Page 17 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/27/2012		Wire		Flint Hills Resources L.P.			22,891.08
3/28/2012		Wire		Flint Hills Resources L.P.			5,218.73
3/29/2012		Wire		Flint Hills Resources L.P.			17,078.22
3/30/2012		Wire		Flint Hills Resources L.P.			18,795.65
4/2/2012		Wire		Flint Hills Resources L.P.			111,896.44
4/3/2012		Wire		Flint Hills Resources L.P.			14,426.24
4/4/2012		Wire		Flint Hills Resources L.P.			7,615.08
4/5/2012		Wire		Flint Hills Resources L.P.			14,928.81
4/6/2012		Wire		Flint Hills Resources L.P.			52,214.22
4/9/2012		Wire		Flint Hills Resources L.P.			77,222.23
4/12/2012		Wire		Flint Hills Resources L.P.			28,851.84
4/13/2012		Wire		Flint Hills Resources L.P.			50,422.94
				Flint Hills Resources L.P. Total			1,060,674.71
2/3/2012		57117		Florida Tank Services, Inc.			1,307.62
2/9/2012		57220		Florida Tank Services, Inc.			1,918.98
2/24/2012		57406		Florida Tank Services, Inc.			78.00
3/23/2012		100349		Florida Tank Services, Inc.			621.46
				Florida Tank Services, Inc. Total			3,926.06
1/27/2012		57036		FP&L			61.96
2/24/2012		57409		FP&L			89.50
3/29/2012		100421		FP&L			102.09
				FP&L Total			253.55
2/3/2012		57120		Friction Materials Company			462.19
3/23/2012		100353		Friction Materials Company			462.19
				Friction Materials Company Total			924.38
2/16/2012		57323		Fuel Tech., Inc.			350.00
				Fuel Tech., Inc. Total			350.00
2/24/2012		57410		FuelQuest, Inc.			150.00
4/5/2012		100492		FuelQuest, Inc.			150.00
				FuelQuest, Inc. Total			300.00
1/20/2012		56933		G&K Services			121.34
1/20/2012		56934		G&K Services			114.98
1/20/2012		56935		G&K Services			110.97
1/27/2012		57004		G&K Services			110.97
2/3/2012		57122		G&K Services			395.29
2/3/2012		57123		G&K Services			99.16
2/3/2012		57126		G&K Services			225.68
2/3/2012		57124		G&K Services			588.75
2/3/2012		57125		G&K Services			425.84
2/9/2012		57223		G&K Services			149.69
2/9/2012		57225		G&K Services			110.97
2/16/2012		57324		G&K Services			122.93
2/16/2012		57325		G&K Services			99.16
2/16/2012		57328		G&K Services			110.97
2/16/2012		57326		G&K Services			103.20
2/24/2012		57411		G&K Services			156.53

 

Kapila & Company

Page 18 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
2/24/2012		57412		G&K Services			49.58
2/24/2012		57415		G&K Services			135.10
2/24/2012		57413		G&K Services			117.75
2/24/2012		57414		G&K Services			103.20
3/2/2012		100089		G&K Services			163.52
3/2/2012		100090		G&K Services			49.58
3/2/2012		100093		G&K Services			110.97
3/2/2012		100091		G&K Services			353.25
3/2/2012		100092		G&K Services			349.46
3/8/2012		100216		G&K Services			127.43
3/15/2012		100270		G&K Services			110.97
3/15/2012		100266		G&K Services			184.55
3/15/2012		100267		G&K Services			103.20
3/23/2012		100354		G&K Services			256.50
3/23/2012		100355		G&K Services			99.16
3/23/2012		100357		G&K Services			130.97
3/29/2012		100422		G&K Services			127.43
3/29/2012		100423		G&K Services			49.58
3/29/2012		100424		G&K Services			221.94
				G&K Services Total			5,890.57
1/18/2012		Wire		GA Motor Fuel Tax			86,874.84
2/21/2012		Wire		GA Motor Fuel Tax			93,679.67
3/19/2012		Wire		GA Motor Fuel Tax			90,807.57
				GA Motor Fuel Tax Total			271,362.08
1/18/2012		Wire		GA Sales & Use Tax			65,584.80
2/21/2012		Wire		GA Sales & Use Tax			67,742.07
3/14/2012		Wire		GA Sales & Use Tax			64,123.33
				GA Sales & Use Tax Total			197,450.20
1/17/2012		Wire		Gavilon, LLC			393,812.50
1/19/2012		Wire		Gavilon, LLC			145,943.18
1/20/2012		Wire		Gavilon, LLC			195,766.37
1/23/2012		Wire		Gavilon, LLC			19,804.80
1/26/2012		Wire		Gavilon, LLC			119,875.53
1/27/2012		Wire		Gavilon, LLC			306,132.16
1/30/2012		Wire		Gavilon, LLC			270,500.65
1/31/2012		Wire		Gavilon, LLC			16,652.13
2/2/2012		Wire		Gavilon, LLC			166,702.71
2/3/2012		Wire		Gavilon, LLC			62,044.69
2/6/2012		Wire		Gavilon, LLC			45,414.47
2/7/2012		Wire		Gavilon, LLC			36,454.49
2/8/2012		Wire		Gavilon, LLC			35,280.57
2/9/2012		Wire		Gavilon, LLC			144,000.94
2/10/2012		Wire		Gavilon, LLC			403,955.64
2/13/2012		Wire		Gavilon, LLC			216,697.30
2/16/2012		Wire		Gavilon, LLC			13,657.83
2/17/2012		Wire		Gavilon, LLC			29,865.42

 

Kapila & Company

Page 19 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
2/21/2012		Wire		Gavilon, LLC			354,662.10
2/22/2012		Wire		Gavilon, LLC			43,145.71
2/23/2012		Wire		Gavilon, LLC			136,181.86
2/24/2012		Wire		Gavilon, LLC			182,787.48
2/27/2012		Wire		Gavilon, LLC			185,153.02
3/2/2012		Wire		Gavilon, LLC			318,170.44
3/6/2012		Wire		Gavilon, LLC			31,213.94
3/6/2012		Wire		Gavilon, LLC			278,565.22
3/7/2012		Wire		Gavilon, LLC			36,623.44
3/8/2012		Wire		Gavilon, LLC			115,353.47
3/9/2012		Wire		Gavilon, LLC			89,231.77
3/12/2012		Wire		Gavilon, LLC			107,569.12
3/13/2012		Wire		Gavilon, LLC			52,589.01
3/14/2012		Wire		Gavilon, LLC			65,126.14
3/15/2012		Wire		Gavilon, LLC			171,247.44
3/16/2012		Wire		Gavilon, LLC			264,231.82
3/19/2012		Wire		Gavilon, LLC			166,872.25
3/21/2012		Wire		Gavilon, LLC			67,919.03
3/22/2012		Wire		Gavilon, LLC			18,592.45
3/23/2012		Wire		Gavilon, LLC			130,704.16
3/26/2012		Wire		Gavilon, LLC			173,898.41
3/27/2012		Wire		Gavilon, LLC			75,716.98
3/28/2012		Wire		Gavilon, LLC			76,136.62
3/29/2012		Wire		Gavilon, LLC			158,780.48
3/30/2012		Wire		Gavilon, LLC			283,258.87
4/2/2012		Wire		Gavilon, LLC			63,841.74
4/3/2012		Wire		Gavilon, LLC			11,833.98
4/4/2012		Wire		Gavilon, LLC			1,023.24
4/5/2012		Wire		Gavilon, LLC			71,431.84
4/6/2012		Wire		Gavilon, LLC			354,510.84
4/9/2012		Wire		Gavilon, LLC			283,962.62
4/10/2012		Wire		Gavilon, LLC			54,619.52
4/11/2012		Wire		Gavilon, LLC			10,808.94
4/11/2012		Wire		Gavilon, LLC			49,208.69
4/12/2012		Wire		Gavilon, LLC			70,979.39
4/13/2012		Wire		Gavilon, LLC			14,027.67
				Gavilon, LLC Total			7,192,541.08
3/27/2012		Wire		Genovese Joblove & Batista PA			75,000.00
4/13/2012		Wire		Genovese Joblove & Batista PA			225,000.00
				Genovese Joblove & Batista PA Total			300,000.00
3/23/2012		100356		Georgia Dept. of Revenue			3,800.00
				Georgia Dept. of Revenue Total			3,800.00
2/9/2012		57224		Georgia Power Company			18.02
2/16/2012		57327		Georgia Power Company			295.10
3/8/2012		100156		Georgia Power Company			18.02
3/15/2012		100268		Georgia Power Company			305.30

 

Kapila & Company

Page 20 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
4/11/2012		100534		Georgia Power Company			339.32
				Georgia Power Company Total			975.76
3/15/2012		100269		GHX Industrial, LLC			252.96
				GHX Industrial, LLC Total			252.96
4/9/2012		Wire		Global Companies, LLC			37,049.38
4/10/2012		Wire		Global Companies, LLC			55,245.09
				Global Companies, LLC Total			92,294.47
1/27/2012		57040		Goldberg, Steven R.			424.29
2/24/2012		57416		Goldberg, Steven R.			564.90
				Goldberg, Steven R. Total			989.19
3/29/2012		100425		Goodyear Rubber Products, Inc.			49.05
				Goodyear Rubber Products, Inc. Total			49.05
1/20/2012		56937		Goodyear Tire & Rubber Company			8,041.31
1/27/2012		57041		Goodyear Tire & Rubber Company			951.52
2/3/2012		57127		Goodyear Tire & Rubber Company			14,049.08
2/9/2012		57226		Goodyear Tire & Rubber Company			780.72
2/16/2012		57329		Goodyear Tire & Rubber Company			4,874.87
2/24/2012		57417		Goodyear Tire & Rubber Company			2,374.73
3/2/2012		100094		Goodyear Tire & Rubber Company			4,026.00
3/8/2012		100158		Goodyear Tire & Rubber Company			4,138.03
3/15/2012		100271		Goodyear Tire & Rubber Company			4,626.84
3/23/2012		100358		Goodyear Tire & Rubber Company			6,986.17
4/11/2012		100535		Goodyear Tire & Rubber Company			9,784.87
				Goodyear Tire & Rubber Company Total			60,634.14
1/20/2012		56936		Google, Inc.			17.16
3/8/2012		100157		Google, Inc.			450.45
3/29/2012		100452		Google, Inc.			238.81
				Google, Inc. Total			706.42
1/20/2012		56938		Grainger			865.85
1/27/2012		57005		Grainger			93.74
2/3/2012		57128		Grainger			2,018.14
2/9/2012		57227		Grainger			365.58
2/24/2012		57418		Grainger			519.19
3/2/2012		100095		Grainger			416.85
3/8/2012		100159		Grainger			835.79
3/15/2012		100272		Grainger			252.33
3/23/2012		100359		Grainger			1,014.37
3/29/2012		100453		Grainger			356.80
				Grainger Total			6,738.64
2/24/2012		57419		Grant Thorton, LLP			15,900.00
3/8/2012		100160		Grant Thorton, LLP			10,600.00
3/23/2012		100402		Grant Thorton, LLP			35,562.00
				Grant Thorton, LLP Total			62,062.00
2/3/2012		57129		Green Season			120.00
2/16/2012		57330		Green Season			120.00
3/8/2012		100217		Green Season			120.00

 

Kapila & Company

Page 21 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
				Green Season Total			360.00
1/20/2012		56939		Green, Norman			160.00
				Green, Norman Total			160.00
4/5/2012		100494		Guilford County Tax Department			639.63
				Guilford County Tax Department Total			639.63
1/17/2012		Wire		Gulf Oil Limited Partnership			51,039.79
1/18/2012		Wire		Gulf Oil Limited Partnership			21,722.55
1/19/2012		Wire		Gulf Oil Limited Partnership			8,171.18
1/20/2012		Wire		Gulf Oil Limited Partnership			25,405.19
1/23/2012		Wire		Gulf Oil Limited Partnership			19,525.29
1/24/2012		Wire		Gulf Oil Limited Partnership			17,160.21
1/25/2012		Wire		Gulf Oil Limited Partnership			15,162.12
1/26/2012		Wire		Gulf Oil Limited Partnership			5,670.49
1/27/2012		Wire		Gulf Oil Limited Partnership			25,899.66
1/30/2012		Wire		Gulf Oil Limited Partnership			18,093.36
1/31/2012		Wire		Gulf Oil Limited Partnership			5,763.66
2/1/2012		Wire		Gulf Oil Limited Partnership			11,036.88
2/3/2012		Wire		Gulf Oil Limited Partnership			18,801.65
2/6/2012		Wire		Gulf Oil Limited Partnership			30,022.56
2/8/2012		Wire		Gulf Oil Limited Partnership			16,577.10
2/9/2012		Wire		Gulf Oil Limited Partnership			8,553.22
2/10/2012		Wire		Gulf Oil Limited Partnership			6,225.20
2/13/2012		Wire		Gulf Oil Limited Partnership			5,979.43
2/15/2012		Wire		Gulf Oil Limited Partnership			32,947.22
2/16/2012		Wire		Gulf Oil Limited Partnership			1,889.99
2/17/2012		Wire		Gulf Oil Limited Partnership			14,124.19
2/21/2012		Wire		Gulf Oil Limited Partnership			43,656.15
2/22/2012		Wire		Gulf Oil Limited Partnership			12,308.05
2/24/2012		Wire		Gulf Oil Limited Partnership			30,110.02
2/27/2012		Wire		Gulf Oil Limited Partnership			35,500.68
2/28/2012		Wire		Gulf Oil Limited Partnership			6,514.72
2/29/2012		Wire		Gulf Oil Limited Partnership			14,634.42
3/1/2012		Wire		Gulf Oil Limited Partnership			2,945.06
3/2/2012		Wire		Gulf Oil Limited Partnership			15,697.89
3/5/2012		Wire		Gulf Oil Limited Partnership			17,751.16
3/6/2012		Wire		Gulf Oil Limited Partnership			14,560.02
3/9/2012		Wire		Gulf Oil Limited Partnership			30,355.57
3/12/2012		Wire		Gulf Oil Limited Partnership			13,713.24
3/13/2012		Wire		Gulf Oil Limited Partnership			7,072.18
3/14/2012		Wire		Gulf Oil Limited Partnership			24,574.26
3/15/2012		Wire		Gulf Oil Limited Partnership			17,868.26
3/16/2012		Wire		Gulf Oil Limited Partnership			19,630.62
3/19/2012		Wire		Gulf Oil Limited Partnership			25,132.86
3/20/2012		Wire		Gulf Oil Limited Partnership			16,538.02
3/21/2012		Wire		Gulf Oil Limited Partnership			13,593.16
3/22/2012		Wire		Gulf Oil Limited Partnership			14,811.89

 

Kapila & Company

Page 22 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/23/2012		Wire		Gulf Oil Limited Partnership			25,388.98
3/26/2012		Wire		Gulf Oil Limited Partnership			23,995.38
3/27/2012		Wire		Gulf Oil Limited Partnership			14,486.90
3/28/2012		Wire		Gulf Oil Limited Partnership			22,021.98
3/29/2012		Wire		Gulf Oil Limited Partnership			9,192.92
3/30/2012		Wire		Gulf Oil Limited Partnership			12,074.82
4/2/2012		Wire		Gulf Oil Limited Partnership			50,893.00
4/3/2012		Wire		Gulf Oil Limited Partnership			12,608.88
4/4/2012		Wire		Gulf Oil Limited Partnership			26,960.86
4/5/2012		Wire		Gulf Oil Limited Partnership			33,708.67
4/6/2012		Wire		Gulf Oil Limited Partnership			35,616.22
4/9/2012		Wire		Gulf Oil Limited Partnership			30,313.33
4/10/2012		Wire		Gulf Oil Limited Partnership			15,175.61
4/12/2012		Wire		Gulf Oil Limited Partnership			28,220.60
4/13/2012		Wire		Gulf Oil Limited Partnership			28,654.27
				Gulf Oil Limited Partnership Total			1,106,051.59
3/15/2012		100273		Gunster, Yoakley & Stewart PA			20,000.00
3/22/2012		Wire		Gunster, Yoakley & Stewart PA			30,000.00
4/3/2012		Wire		Gunster, Yoakley & Stewart PA			40,000.00
				Gunster, Yoakley & Stewart PA Total			90,000.00
1/27/2012		57006		Guy's Towing Services, Inc.			504.00
3/2/2012		100096		Guy's Towing Services, Inc.			350.00
				Guy's Towing Services, Inc. Total			854.00
2/9/2012		57228		Gwinnett City Department of Public			16.03
3/8/2012		100161		Gwinnett City Department of Public			16.11
4/5/2012		100495		Gwinnett City Department of Public			16.56
				Gwinnett City Department of Public Total			48.70
3/2/2012		100097		Gwinnett County License			8,092.84
				Gwinnett County License Total			8,092.84
2/16/2012		57287		Hamilton, LLC			7,500.00
3/1/2012		100042		Hamilton, LLC			7,500.00
4/3/2012		100465		Hamilton, LLC			7,500.00
				Hamilton, LLC Total			22,500.00
1/25/2012		Wire		Hancock, John			3,089.14
2/8/2012		Wire		Hancock, John			3,428.39
2/22/2012		Wire		Hancock, John			3,435.50
3/7/2012		Wire		Hancock, John			3,430.50
3/21/2012		Wire		Hancock, John			3,431.53
4/2/2012		Wire		Hancock, John			3,408.31
				Hancock, John Total			20,223.37
3/8/2012		100162		Headcount Management, Inc.			943.50
3/15/2012		100274		Headcount Management, Inc.			680.00
				Headcount Management, Inc. Total			1,623.50
2/1/2012		Wire		Heartland			2,501.47
2/9/2012		Wire		Heartland			114.50
3/1/2012		Wire		Heartland			3,034.86

 

Kapila & Company

Page 23 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/2/2012		Wire		Heartland			780.06
3/2/2012		Wire		Heartland			3,937.29
3/2/2012		Wire		Heartland			1,255.64
3/7/2012		Wire		Heartland			3,937.29
3/7/2012		Wire		Heartland			1,255.64
3/8/2012		Wire		Heartland			114.75
4/3/2012		Wire		Heartland			3,702.61
4/10/2012		Wire		Heartland			114.50
				Heartland Total			20,748.61
2/1/2012		57064		Heck Rental Properties			3,700.00
3/1/2012		100045		Heck Rental Properties			3,700.00
4/3/2012		100467		Heck Rental Properties			3,700.00
				Heck Rental Properties Total			11,100.00
2/9/2012		57183		Henderson, Donnie G.			2,986.81
2/16/2012		57331		Henderson, Donnie G.			1,271.85
3/15/2012		100275		Henderson, Donnie G.			1,146.83
3/23/2012		100360		Henderson, Donnie G.			2,408.04
				Henderson, Donnie G. Total			7,813.53
2/1/2012		57062		Henry B. Glascock Company			250.00
3/1/2012		100041		Henry B. Glascock Company			250.00
4/3/2012		100464		Henry B. Glascock Company			250.00
				Henry B. Glascock Company Total			750.00
2/9/2012		57235		Hill, Karen			166.90
3/15/2012		100284		Hill, Karen			166.90
4/11/2012		100514		Hill, Karen			166.90
				Hill, Karen Total			500.70
2/1/2012		57065		Hi-Tech Power Systems, Inc.			500.00
2/16/2012		57332		Hi-Tech Power Systems, Inc.			281.11
3/1/2012		100043		Hi-Tech Power Systems, Inc.			500.00
3/2/2012		100098		Hi-Tech Power Systems, Inc.			358.81
4/3/2012		100466		Hi-Tech Power Systems, Inc.			500.00
				Hi-Tech Power Systems, Inc. Total			2,139.92
2/3/2012		57131		Howard Brothers, Inc.			27.55
				Howard Brothers, Inc. Total			27.55
2/3/2012		57130		Howell, Michael G.			200.00
3/2/2012		100099		Howell, Michael G.			250.00
3/15/2012		100315		Howell, Michael G.			238.62
3/29/2012		100426		Howell, Michael G.			200.00
				Howell, Michael G. Total			888.62
2/7/2012		57180		Hughes, Albert			560.00
3/8/2012		100218		Hughes, Albert			240.00
3/15/2012		100314		Hughes, Albert			226.26
				Hughes, Albert Total			1,026.26
2/1/2012		57066		Humdol, Inc.			1,230.50
3/1/2012		100044		Humdol, Inc.			1,230.50
				Humdol, Inc. Total			2,461.00

 

Kapila & Company

Page 24 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/15/2012		100276		Husch Blackwell, LLP			20,000.00
3/22/2012		Wire		Husch Blackwell, LLP			25,000.00
				Husch Blackwell, LLP Total			45,000.00
2/16/2012		57363		Husley, Travis A., Director			50.00
				Husley, Travis A., Director Total			50.00
2/9/2012		57229		Ikon Financial Services			1,259.79
3/8/2012		100219		Ikon Financial Services			1,296.63
				Ikon Financial Services Total			2,556.42
1/20/2012		56940		Ikon Office Solutions			646.36
1/27/2012		57007		Ikon Office Solutions			51.52
2/24/2012		57422		Ikon Office Solutions			801.17
3/2/2012		100100		Ikon Office Solutions			58.84
3/23/2012		100361		Ikon Office Solutions			885.67
3/29/2012		100427		Ikon Office Solutions			51.42
				Ikon Office Solutions Total			2,494.98
2/1/2012		57049		Imperial A.I. Credit Companies			103,178.35
3/1/2012		100031		Imperial A.I. Credit Companies			103,178.35
4/1/2012		100409		Imperial A.I. Credit Companies			103,178.35
				Imperial A.I. Credit Companies Total			309,535.05
2/9/2012		57230		Industrial Hose & Hydration			803.35
2/16/2012		57333		Industrial Hose & Hydration			34.26
3/2/2012		100101		Industrial Hose & Hydration			742.65
3/8/2012		100163		Industrial Hose & Hydration			572.40
3/23/2012		100362		Industrial Hose & Hydration			801.58
				Industrial Hose & Hydration Total			2,954.24
3/8/2012		100164		Inland Kenworth, Inc.			448.48
3/15/2012		100277		Inland Kenworth, Inc.			341.81
3/29/2012		100428		Inland Kenworth, Inc.			211.59
				Inland Kenworth, Inc. Total			1,001.88
3/8/2012		100165		Insurance Office of America, Inc.			1,229.00
3/8/2012		100166		Insurance Office of America, Inc.			101.30
3/8/2012		100167		Insurance Office of America, Inc.			200.00
3/8/2012		100168		Insurance Office of America, Inc.			200.00
				Insurance Office of America, Inc. Total			1,730.30
1/17/2012		Wire		Intercompany Due from H&W - Corporate Charges			197,491.13
1/18/2012		Wire		Intercompany Due from H&W - Corporate Charges			35,411.81
1/19/2012		Wire		Intercompany Due from H&W - Corporate Charges			73,543.30
1/20/2012		Wire		Intercompany Due from H&W - Corporate Charges			54,073.10
1/23/2012		Wire		Intercompany Due from H&W - Corporate Charges			127,474.07
1/24/2012		Wire		Intercompany Due from H&W - Corporate Charges			89,836.52
1/25/2012		Wire		Intercompany Due from H&W - Corporate Charges			62,029.50
1/26/2012		Wire		Intercompany Due from H&W - Corporate Charges			77,395.31
1/27/2012		Wire		Intercompany Due from H&W - Corporate Charges			78,710.48
1/30/2012		Wire		Intercompany Due from H&W - Corporate Charges			153,470.03
1/31/2012		Wire		Intercompany Due from H&W - Corporate Charges			29,198.92
2/1/2012		Wire		Intercompany Due from H&W - Corporate Charges			20,207.46

 

Kapila & Company

Page 25 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
2/2/2012		Wire		Intercompany Due from H&W - Corporate Charges			559.88
2/3/2012		Wire		Intercompany Due from H&W - Corporate Charges			64,203.35
2/6/2012		Wire		Intercompany Due from H&W - Corporate Charges			225,548.35
2/7/2012		Wire		Intercompany Due from H&W - Corporate Charges			85,335.31
2/8/2012		Wire		Intercompany Due from H&W - Corporate Charges			21,416.30
2/9/2012		Wire		Intercompany Due from H&W - Corporate Charges			96,039.18
2/10/2012		Wire		Intercompany Due from H&W - Corporate Charges			3,998.11
2/13/2012		Wire		Intercompany Due from H&W - Corporate Charges			72,302.13
2/14/2012		Wire		Intercompany Due from H&W - Corporate Charges			66,887.16
2/15/2012		Wire		Intercompany Due from H&W - Corporate Charges			52,690.30
2/16/2012		Wire		Intercompany Due from H&W - Corporate Charges			14,626.26
2/17/2012		Wire		Intercompany Due from H&W - Corporate Charges			35,739.79
2/21/2012		Wire		Intercompany Due from H&W - Corporate Charges			189,756.02
2/22/2012		Wire		Intercompany Due from H&W - Corporate Charges			41,051.46
2/23/2012		Wire		Intercompany Due from H&W - Corporate Charges			107,840.50
2/24/2012		Wire		Intercompany Due from H&W - Corporate Charges			12,997.66
2/27/2012		Wire		Intercompany Due from H&W - Corporate Charges			1,070.95
2/28/2012		Wire		Intercompany Due from H&W - Corporate Charges			73,758.18
2/29/2012		Wire		Intercompany Due from H&W - Corporate Charges			152,838.40
3/1/2012		Wire		Intercompany Due from H&W - Corporate Charges			10,472.85
3/2/2012		Wire		Intercompany Due from H&W - Corporate Charges			14,133.00
3/2/2012		Wire		Intercompany Due from H&W - Corporate Charges			13,697.72
3/5/2012		Wire		Intercompany Due from H&W - Corporate Charges			3,709.40
3/5/2012		Wire		Intercompany Due from H&W - Corporate Charges			173,917.30
3/6/2012		Wire		Intercompany Due from H&W - Corporate Charges			2,375.00
3/6/2012		Wire		Intercompany Due from H&W - Corporate Charges			62,871.50
3/7/2012		Wire		Intercompany Due from H&W - Corporate Charges			5,795.93
3/8/2012		Wire		Intercompany Due from H&W - Corporate Charges			88,157.13
3/8/2012		Wire		Intercompany Due from H&W - Corporate Charges			62,774.44
3/9/2012		Wire		Intercompany Due from H&W - Corporate Charges			44,088.16
3/12/2012		Wire		Intercompany Due from H&W - Corporate Charges			109,909.74
3/12/2012		Wire		Intercompany Due from H&W - Corporate Charges			120,280.14
3/13/2012		Wire		Intercompany Due from H&W - Corporate Charges			62,544.53
3/13/2012		Wire		Intercompany Due from H&W - Corporate Charges			123,410.22
3/14/2012		Wire		Intercompany Due from H&W - Corporate Charges			40,543.57
3/15/2012		Wire		Intercompany Due from H&W - Corporate Charges			7,038.36
3/15/2012		Wire		Intercompany Due from H&W - Corporate Charges			53,799.06
3/16/2012		Wire		Intercompany Due from H&W - Corporate Charges			60,501.78
3/19/2012		Wire		Intercompany Due from H&W - Corporate Charges			219,733.91
3/20/2012		Wire		Intercompany Due from H&W - Corporate Charges			89,249.17
3/21/2012		Wire		Intercompany Due from H&W - Corporate Charges			433,322.51
3/22/2012		Wire		Intercompany Due from H&W - Corporate Charges			49,284.84
3/23/2012		Wire		Intercompany Due from H&W - Corporate Charges			27,903.60
3/26/2012		Wire		Intercompany Due from H&W - Corporate Charges			159,620.69
3/27/2012		Wire		Intercompany Due from H&W - Corporate Charges			152,405.50
3/28/2012		Wire		Intercompany Due from H&W - Corporate Charges			72,346.08

 

Kapila & Company

Page 26 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

Date		Check No.		Payee		Disbursement Amount
3/29/2012		Wire		Intercompany Due from H&W - Corporate Charges			2,136.24
3/30/2012		Wire		Intercompany Due from H&W - Corporate Charges			128,104.20
3/30/2012		Wire		Intercompany Due from H&W - Corporate Charges			92,379.21
4/2/2012		Wire		Intercompany Due from H&W - Corporate Charges			75,139.36
4/2/2012		Wire		Intercompany Due from H&W - Corporate Charges			92,379.21
4/3/2012		Wire		Intercompany Due from H&W - Corporate Charges			174,711.87
4/4/2012		Wire		Intercompany Due from H&W - Corporate Charges			3,731.62
4/5/2012		Wire		Intercompany Due from H&W - Corporate Charges			215,630.91
4/5/2012		Wire		Intercompany Due from H&W - Corporate Charges			6,660.96
4/6/2012		Wire		Intercompany Due from H&W - Corporate Charges			179,746.55
4/9/2012		Wire		Intercompany Due from H&W - Corporate Charges			410.76
				Intercompany Due from H&W - Corporate Charges Total			5,552,417.94
1/18/2012		Wire		Intercompany Due from SSI - Corporate Charges			2,516.89
2/13/2012		Wire		Intercompany Due from SSI - Corporate Charges			193.44
3/12/2012		Wire		Intercompany Due from SSI - Corporate Charges			229.20
				Intercompany Due from SSI - Corporate Charges Total			2,939.53
2/16/2012		57334		Intranet Communications Group, Inc.			1,630.12
				Intranet Communications Group, Inc. Total			1,630.12
3/23/2012		100363		Inveshare, Inc.			89.87
				Inveshare, Inc. Total			89.87
1/27/2012		Wire		IRS			36,000.00
2/13/2012		Wire		IRS			30,275.83
2/24/2012		Wire		IRS			36,000.00
3/13/2012		Wire		IRS			28,043.80
3/21/2012		Wire		IRS			5,000.00
3/26/2012		Wire		IRS			36,000.00
				IRS Total			171,319.63
2/3/2012		57133		J&M Fleet Repair			841.02
2/9/2012		57231		J&M Fleet Repair			641.00
				J&M Fleet Repair Total			1,482.02
1/27/2012		57042		Jackson Lewis, LLP			280.00
2/3/2012		57132		Jackson Lewis, LLP			891.00
2/16/2012		57335		Jackson Lewis, LLP			280.00
3/15/2012		100278		Jackson Lewis, LLP			1,328.50
				Jackson Lewis, LLP Total			2,779.50
3/2/2012		100102		Jarrett, Robert			553.35
3/15/2012		100279		Jarrett, Robert			511.11
				Jarrett, Robert Total			1,064.46
1/20/2012		56941		Jea			114.99
2/16/2012		57336		Jea			148.76
3/15/2012		100280		Jea			102.49
4/11/2012		100536		Jea			90.34
				Jea Total			456.58
1/20/2012		Wire		Jeff Parish Sales Tax			489.67
2/22/2012		Wire		Jeff Parish Sales Tax			594.50
3/20/2012		Wire		Jeff Parish Sales Tax			498.73

 

Kapila & Company

Page 27 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
				Jeff Parish Sales Tax Total			1,582.90
3/23/2012		100364		JLG Structures			1,565.45
				JLG Structures Total			1,565.45
3/2/2012		100103		Jobsinlogistics.com			335.00
				Jobsinlogistics.com Total			335.00
2/1/2012		57067		Johnson/Perkins Partnership			2,650.00
3/1/2012		100046		Johnson/Perkins Partnership			2,650.00
4/3/2012		100468		Johnson/Perkins Partnership			2,650.00
				Johnson/Perkins Partnership Total			7,950.00
1/20/2012		56942		Johnson's Wrecker Service			295.90
				Johnson's Wrecker Service Total			295.90
3/23/2012		100365		Josam Products, Inc.			2,113.46
				Josam Products, Inc. Total			2,113.46
1/27/2012		57008		JP Orlando, LLC			186.38
3/2/2012		100104		JP Orlando, LLC			186.38
				JP Orlando, LLC Total			372.76
3/22/2012		Wire		Kapila & Company			100,000.00
4/11/2012		Wire		Kapila & Company			113,154.85
4/13/2012		Wire		Kapila & Company			65,885.33
4/13/2012		Wire		Kapila & Company			225,000.00
				Kapila & Company Total			504,040.18
3/23/2012		100366		Kaufmann, Rossin & Co., P.A.			30,338.00
				Kaufmann, Rossin & Co., P.A. Total			30,338.00
2/24/2012		57423		Keeney, Cregg			224.66
4/5/2012		100497		Keeney, Cregg			204.28
				Keeney, Cregg Total			428.94
1/17/2012		Wire		Kendrick Oil Company			15,209.91
1/17/2012		Wire		Kendrick Oil Company			185,671.69
1/18/2012		Wire		Kendrick Oil Company			27,225.86
1/19/2012		Wire		Kendrick Oil Company			24,856.02
1/20/2012		Wire		Kendrick Oil Company			67,542.28
1/23/2012		Wire		Kendrick Oil Company			223,066.82
1/25/2012		Wire		Kendrick Oil Company			22,259.37
1/26/2012		Wire		Kendrick Oil Company			79,631.37
1/27/2012		Wire		Kendrick Oil Company			50,433.36
1/30/2012		Wire		Kendrick Oil Company			108,507.16
1/31/2012		Wire		Kendrick Oil Company			5,358.34
2/1/2012		Wire		Kendrick Oil Company			10,348.79
2/2/2012		Wire		Kendrick Oil Company			21,414.50
2/3/2012		Wire		Kendrick Oil Company			45,789.23
2/6/2012		Wire		Kendrick Oil Company			281,101.69
2/7/2012		Wire		Kendrick Oil Company			29,711.48
2/8/2012		Wire		Kendrick Oil Company			26,366.57
2/9/2012		Wire		Kendrick Oil Company			28,144.80
2/10/2012		Wire		Kendrick Oil Company			32,960.76
2/13/2012		Wire		Kendrick Oil Company			100,090.94

 

Kapila & Company

Page 28 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/14/2012		Wire		Kendrick Oil Company			14,922.48
2/16/2012		Wire		Kendrick Oil Company			81,492.83
2/17/2012		Wire		Kendrick Oil Company			119,737.85
2/21/2012		Wire		Kendrick Oil Company			253,436.24
2/22/2012		Wire		Kendrick Oil Company			10,920.87
2/23/2012		Wire		Kendrick Oil Company			69,134.32
2/24/2012		Wire		Kendrick Oil Company			33,997.07
2/27/2012		Wire		Kendrick Oil Company			135,019.28
2/29/2012		Wire		Kendrick Oil Company			28.40
3/1/2012		Wire		Kendrick Oil Company			21,158.65
3/2/2012		Wire		Kendrick Oil Company			12,943.39
3/5/2012		Wire		Kendrick Oil Company			54,224.56
3/7/2012		Wire		Kendrick Oil Company			16,683.04
3/8/2012		Wire		Kendrick Oil Company			25,503.00
3/9/2012		Wire		Kendrick Oil Company			85,364.55
3/12/2012		Wire		Kendrick Oil Company			130,892.19
3/15/2012		Wire		Kendrick Oil Company			3,679.94
3/16/2012		Wire		Kendrick Oil Company			18,806.11
3/19/2012		Wire		Kendrick Oil Company			201,765.43
3/20/2012		Wire		Kendrick Oil Company			13,557.99
3/21/2012		Wire		Kendrick Oil Company			31,255.88
3/22/2012		Wire		Kendrick Oil Company			56,997.39
3/23/2012		Wire		Kendrick Oil Company			44,399.87
3/26/2012		Wire		Kendrick Oil Company			75,111.39
3/27/2012		Wire		Kendrick Oil Company			3,419.41
3/29/2012		Wire		Kendrick Oil Company			8,968.46
3/30/2012		Wire		Kendrick Oil Company			1,873.04
4/2/2012		Wire		Kendrick Oil Company			74,557.06
4/3/2012		Wire		Kendrick Oil Company			30,145.29
4/4/2012		Wire		Kendrick Oil Company			10,574.12
4/5/2012		Wire		Kendrick Oil Company			17,306.97
4/6/2012		Wire		Kendrick Oil Company			41,332.93
4/9/2012		Wire		Kendrick Oil Company			176,938.53
4/10/2012		Wire		Kendrick Oil Company			11,489.89
4/11/2012		Wire		Kendrick Oil Company			14,010.22
4/12/2012		Wire		Kendrick Oil Company			15,113.86
4/12/2012		Wire		Kendrick Oil Company			118,082.73
4/13/2012		Wire		Kendrick Oil Company			82,521.94
				Kendrick Oil Company Total			3,503,058.11
3/8/2012		100228		Kennedy, Tim			206.07
				Kennedy, Tim Total			206.07
2/24/2012		57424		Kentwood Springs			21.12
3/23/2012		100368		Kentwood Springs			56.62
				Kentwood Springs Total			77.74
1/27/2012		57011		Kenworth of Atlanta			116.67
2/9/2012		57234		Kenworth of Atlanta			142.84

 

Kapila & Company

Page 29 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/15/2012		100282		Kenworth of Atlanta			1,362.48
				Kenworth of Atlanta Total			1,621.99
1/20/2012		56944		Kenworth of Central Florida			374.72
1/27/2012		57012		Kenworth of Central Florida			10,349.80
2/1/2012		57085		Kenworth of Central Florida			16,916.59
2/16/2012		57339		Kenworth of Central Florida			482.12
3/2/2012		100106		Kenworth of Central Florida			271.90
3/8/2012		100170		Kenworth of Central Florida			601.90
3/15/2012		100283		Kenworth of Central Florida			106.69
				Kenworth of Central Florida Total			29,103.72
2/3/2012		57135		Kenworth of Mississippi, Inc.			2,667.79
2/9/2012		57233		Kenworth of Mississippi, Inc.			3,082.39
2/16/2012		57338		Kenworth of Mississippi, Inc.			19,147.07
				Kenworth of Mississippi, Inc. Total			24,897.25
1/20/2012		56943		Kenworth of South Florida			569.69
1/27/2012		57009		Kenworth of South Florida			2,068.16
2/3/2012		57134		Kenworth of South Florida			5,164.35
2/9/2012		57232		Kenworth of South Florida			479.25
2/16/2012		57337		Kenworth of South Florida			490.08
3/2/2012		100105		Kenworth of South Florida			378.41
3/8/2012		100169		Kenworth of South Florida			94.12
3/15/2012		100281		Kenworth of South Florida			339.02
3/23/2012		100367		Kenworth of South Florida			686.00
				Kenworth of South Florida Total			10,269.08
2/7/2012		57181		Koshollek, Tim			2,537.60
3/15/2012		100285		Koshollek, Tim			1,605.47
				Koshollek, Tim Total			4,143.07
2/24/2012		57454		Kraft Foods			29,230.63
				Kraft Foods Total			29,230.63
2/3/2012		57121		L&L Distributors, Inc.			718.68
3/8/2012		100174		L&L Distributors, Inc.			1,028.20
3/15/2012		100288		L&L Distributors, Inc.			782.49
				L&L Distributors, Inc. Total			2,529.37
1/20/2012		Wire		LA Sales & Use Tax			2,254.00
2/21/2012		Wire		LA Sales & Use Tax			1,392.00
3/20/2012		Wire		LA Sales & Use Tax			1,287.00
				LA Sales & Use Tax Total			4,933.00
1/27/2012		57013		Lance Wrecker Service, Inc.			270.00
2/3/2012		57137		Lance Wrecker Service, Inc.			175.00
3/23/2012		100369		Lance Wrecker Service, Inc.			250.00
				Lance Wrecker Service, Inc. Total			695.00
2/9/2012		57236		Leaf Funding, Inc.			159.00
3/8/2012		100171		Leaf Funding, Inc.			159.00
				Leaf Funding, Inc. Total			318.00
2/1/2012		57083		Leavitt, Steve			2,065.47
2/9/2012		57184		Leavitt, Steve			1,255.04

 

Kapila & Company

Page 30 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/24/2012		57425		Leavitt, Steve			3,096.99
3/15/2012		100286		Leavitt, Steve			2,776.81
4/5/2012		100498		Leavitt, Steve			1,492.72
4/11/2012		100516		Leavitt, Steve			2,174.39
				Leavitt, Steve Total			12,861.42
2/9/2012		57237		Lee County Utilities			36.55
3/8/2012		100172		Lee County Utilities			102.47
4/5/2012		100499		Lee County Utilities			76.05
				Lee County Utilities Total			215.07
1/20/2012		56945		Leeway Service Center			19.00
2/16/2012		57340		Leeway Service Center			21.00
				Leeway Service Center Total			40.00
2/6/2012		Wire		Liberty Property Trust			56,299.30
2/16/2012		57341		Liberty Property Trust			524.70
3/5/2012		Wire		Liberty Property Trust			56,299.30
3/23/2012		100370		Liberty Property Trust			116.60
4/5/2012		Wire		Liberty Property Trust			56,299.30
				Liberty Property Trust Total			169,539.20
1/20/2012		56946		Lindsay Group, Inc.			5,936.81
1/27/2012		57014		Lindsay Group, Inc.			5,131.00
2/3/2012		57138		Lindsay Group, Inc.			9,828.00
2/9/2012		57238		Lindsay Group, Inc.			6,804.00
2/16/2012		57342		Lindsay Group, Inc.			15,428.50
2/24/2012		57426		Lindsay Group, Inc.			4,788.00
3/2/2012		100107		Lindsay Group, Inc.			2,520.00
3/8/2012		100173		Lindsay Group, Inc.			2,016.00
3/23/2012		100371		Lindsay Group, Inc.			2,520.00
				Lindsay Group, Inc. Total			54,972.31
3/15/2012		100287		Lingk, Chris			47.31
3/29/2012		100430		Lingk, Chris			140.65
				Lingk, Chris Total			187.96
2/9/2012		57239		Lockheed Martin Corporation			132.50
				Lockheed Martin Corporation Total			132.50
1/20/2012		56947		Logistics Leasing, LLC			3,004.08
1/27/2012		57015		Logistics Leasing, LLC			72.30
2/1/2012		Wire		Logistics Leasing, LLC			1,000.00
2/1/2012		57068		Logistics Leasing, LLC			1,000.00
2/9/2012		57240		Logistics Leasing, LLC			2,777.26
2/16/2012		57343		Logistics Leasing, LLC			3,446.40
2/24/2012		57427		Logistics Leasing, LLC			904.48
3/1/2012		100059		Logistics Leasing, LLC			1,000.00
3/2/2012		100108		Logistics Leasing, LLC			1,000.00
3/2/2012		100109		Logistics Leasing, LLC			1,364.97
3/8/2012		100175		Logistics Leasing, LLC			1,100.60
3/29/2012		100454		Logistics Leasing, LLC			615.35
4/3/2012		100460		Logistics Leasing, LLC			1,000.00

 

Kapila & Company

Page 31 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
				Logistics Leasing, LLC Total			18,285.44
2/3/2012		57139		Los Angeles Truck Centers			419.16
				Los Angeles Truck Centers Total			419.16
2/9/2012		57185		Louisiana Dept of Revenue			413.95
3/15/2012		100289		Louisiana Dept of Revenue			373.16
4/11/2012		100543		Louisiana Dept of Revenue			145.93
				Louisiana Dept of Revenue Total			933.04
2/1/2012		57070		Madison, Pete			2,795.63
3/1/2012		100047		Madison, Pete			2,795.63
4/3/2012		100470		Madison, Pete			2,795.63
				Madison, Pete Total			8,386.89
1/17/2012		Wire		Marathon Petroleum Company, LLC			913,198.50
1/18/2012		Wire		Marathon Petroleum Company, LLC			55,855.99
1/19/2012		Wire		Marathon Petroleum Company, LLC			240,167.48
1/20/2012		Wire		Marathon Petroleum Company, LLC			276,823.93
1/20/2012		Wire		Marathon Petroleum Company, LLC			106,945.08
1/20/2012		Wire		Marathon Petroleum Company, LLC			203,870.02
1/23/2012		Wire		Marathon Petroleum Company, LLC			172,835.29
1/23/2012		Wire		Marathon Petroleum Company, LLC			935,853.78
1/24/2012		Wire		Marathon Petroleum Company, LLC			126,523.81
1/25/2012		Wire		Marathon Petroleum Company, LLC			48,557.69
1/26/2012		Wire		Marathon Petroleum Company, LLC			234,097.34
1/27/2012		Wire		Marathon Petroleum Company, LLC			304,049.07
1/30/2012		Wire		Marathon Petroleum Company, LLC			823,402.09
1/31/2012		Wire		Marathon Petroleum Company, LLC			167,973.88
2/1/2012		Wire		Marathon Petroleum Company, LLC			65,964.63
2/2/2012		Wire		Marathon Petroleum Company, LLC			232,176.80
2/3/2012		Wire		Marathon Petroleum Company, LLC			255,806.12
2/6/2012		Wire		Marathon Petroleum Company, LLC			833,089.52
2/7/2012		Wire		Marathon Petroleum Company, LLC			163,228.98
2/8/2012		Wire		Marathon Petroleum Company, LLC			61,030.04
2/9/2012		Wire		Marathon Petroleum Company, LLC			240,657.12
2/10/2012		Wire		Marathon Petroleum Company, LLC			259,575.03
2/13/2012		Wire		Marathon Petroleum Company, LLC			1,010,156.55
2/14/2012		Wire		Marathon Petroleum Company, LLC			153,871.18
2/15/2012		Wire		Marathon Petroleum Company, LLC			44,298.79
2/16/2012		Wire		Marathon Petroleum Company, LLC			285,648.81
2/17/2012		Wire		Marathon Petroleum Company, LLC			279,712.79
2/21/2012		Wire		Marathon Petroleum Company, LLC			218,383.78
2/21/2012		Wire		Marathon Petroleum Company, LLC			94,125.63
2/21/2012		Wire		Marathon Petroleum Company, LLC			1,107,531.35
2/22/2012		Wire		Marathon Petroleum Company, LLC			185,012.46
2/22/2012		Wire		Marathon Petroleum Company, LLC			39,357.23
2/23/2012		Wire		Marathon Petroleum Company, LLC			257,842.22
2/24/2012		Wire		Marathon Petroleum Company, LLC			354,559.08
2/27/2012		Wire		Marathon Petroleum Company, LLC			972,618.09

 

Kapila & Company

Page 32 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/28/2012		Wire		Marathon Petroleum Company, LLC			148,081.79
2/29/2012		Wire		Marathon Petroleum Company, LLC			99,747.74
3/1/2012		Wire		Marathon Petroleum Company, LLC			195,093.00
3/2/2012		Wire		Marathon Petroleum Company, LLC			364,714.01
3/5/2012		Wire		Marathon Petroleum Company, LLC			991,226.75
3/6/2012		Wire		Marathon Petroleum Company, LLC			163,472.58
3/7/2012		Wire		Marathon Petroleum Company, LLC			67,443.65
3/8/2012		Wire		Marathon Petroleum Company, LLC			244,484.41
3/9/2012		Wire		Marathon Petroleum Company, LLC			283,989.14
3/12/2012		Wire		Marathon Petroleum Company, LLC			1,031,439.73
3/13/2012		Wire		Marathon Petroleum Company, LLC			166,477.47
3/14/2012		Wire		Marathon Petroleum Company, LLC			83,079.36
3/15/2012		Wire		Marathon Petroleum Company, LLC			186,099.35
3/16/2012		Wire		Marathon Petroleum Company, LLC			258,200.72
3/19/2012		Wire		Marathon Petroleum Company, LLC			767,340.12
3/20/2012		Wire		Marathon Petroleum Company, LLC			118,466.61
3/20/2012		Wire		Marathon Petroleum Company, LLC			169,767.95
3/20/2012		Wire		Marathon Petroleum Company, LLC			217,362.74
3/21/2012		Wire		Marathon Petroleum Company, LLC			47,508.90
3/22/2012		Wire		Marathon Petroleum Company, LLC			178,803.48
3/22/2012		Wire		Marathon Petroleum Company, LLC			294,590.29
3/23/2012		Wire		Marathon Petroleum Company, LLC			338,556.40
3/26/2012		Wire		Marathon Petroleum Company, LLC			947,148.13
3/27/2012		Wire		Marathon Petroleum Company, LLC			134,117.40
3/28/2012		Wire		Marathon Petroleum Company, LLC			75,622.63
3/29/2012		Wire		Marathon Petroleum Company, LLC			210,108.97
3/30/2012		Wire		Marathon Petroleum Company, LLC			296,275.18
4/2/2012		Wire		Marathon Petroleum Company, LLC			910,310.61
4/3/2012		Wire		Marathon Petroleum Company, LLC			176,846.93
4/4/2012		Wire		Marathon Petroleum Company, LLC			63,698.77
4/5/2012		Wire		Marathon Petroleum Company, LLC			217,049.65
4/6/2012		Wire		Marathon Petroleum Company, LLC			305,953.33
4/9/2012		Wire		Marathon Petroleum Company, LLC			847,091.32
4/10/2012		Wire		Marathon Petroleum Company, LLC			107,548.48
4/11/2012		Wire		Marathon Petroleum Company, LLC			89,975.10
4/12/2012		Wire		Marathon Petroleum Company, LLC			172,716.90
4/13/2012		Wire		Marathon Petroleum Company, LLC			333,759.36
				Marathon Petroleum Company, LLC Total			23,028,969.10
2/9/2012		57242		Marauszwski, Melanie			45.00
				Marauszwski, Melanie Total			45.00
1/20/2012		56948		Maroone Ford of Ft. Lauderdale			1,758.54
				Maroone Ford of Ft. Lauderdale Total			1,758.54
2/9/2012		57241		Marygold Mutual Water Company			17.52
3/8/2012		100177		Marygold Mutual Water Company			17.52
4/5/2012		100500		Marygold Mutual Water Company			16.00
				Marygold Mutual Water Company Total			51.04

 

Kapila & Company

Page 33 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
1/20/2012		56949		Masthead Hose & Supply			747.13
3/2/2012		100110		Masthead Hose & Supply			86.12
3/23/2012		100372		Masthead Hose & Supply			34.02
				Masthead Hose & Supply Total			867.27
1/27/2012		57043		Maudlin International Trucks			494.69
2/9/2012		57243		Maudlin International Trucks			1,300.59
2/24/2012		57428		Maudlin International Trucks			2,057.82
3/8/2012		100178		Maudlin International Trucks			1,280.82
3/15/2012		100290		Maudlin International Trucks			333.11
3/23/2012		100373		Maudlin International Trucks			78.02
3/29/2012		100431		Maudlin International Trucks			199.35
				Maudlin International Trucks Total			5,744.40
3/8/2012		100179		MBM Corporation			150.00
				MBM Corporation Total			150.00
3/8/2012		100176		McMurtrey, Mike D/B/A Mack's Lawn Service			75.00
				McMurtrey, Mike D/B/A Mack's Lawn Service Total			75.00
2/24/2012		57429		Meco of Atlanta, Inc.			297.07
3/2/2012		100111		Meco of Atlanta, Inc.			633.16
3/23/2012		100374		Meco of Atlanta, Inc.			26.50
				Meco of Atlanta, Inc. Total			956.73
2/16/2012		57344		Mediant Communications, LLC			12.18
				Mediant Communications, LLC Total			12.18
1/20/2012		56950		Megapath, Inc.			4,599.49
2/24/2012		57430		Megapath, Inc.			4,599.49
3/23/2012		100375		Megapath, Inc.			5,795.08
				Megapath, Inc. Total			14,994.06
3/29/2012		Wire		Merrill Communications LLC			25,000.00
4/13/2012		Wire		Merrill Communications LLC			13,592.87
				Merrill Communications LLC Total			38,592.87
1/27/2012		57010		MHC Kenworth-Chattanoog			517.86
3/1/2012		100037		MHC Kenworth-Chattanoog			3,572.47
3/29/2012		100429		MHC Kenworth-Chattanoog			904.14
				MHC Kenworth-Chattanoog Total			4,994.47
1/20/2012		56952		Miami Ice			324.00
2/9/2012		57244		Miami Ice			324.00
3/8/2012		100180		Miami Ice			324.00
3/29/2012		100432		Miami Ice			162.00
				Miami Ice Total			1,134.00
2/3/2012		57140		Miller's Mobile Tank Testing			958.25
3/15/2012		100291		Miller's Mobile Tank Testing			1,988.13
				Miller's Mobile Tank Testing Total			2,946.38
1/20/2012		56953		Mobile Mini, Inc.			76.21
1/27/2012		57016		Mobile Mini, Inc.			102.87
2/16/2012		57345		Mobile Mini, Inc.			76.21
3/1/2012		100058		Mobile Mini, Inc.			205.74

 

Kapila & Company

Page 34 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/15/2012		100292		Mobile Mini, Inc.			76.21
3/23/2012		100376		Mobile Mini, Inc.			102.87
				Mobile Mini, Inc. Total			640.11
2/24/2012		57431		Molera, Michael			493.85
3/15/2012		100293		Molera, Michael			372.99
				Molera, Michael Total			866.84
2/1/2012		57048		Moser, James T. Jr.			1,000.00
2/9/2012		57245		Moser, James T. Jr.			617.43
3/1/2012		100030		Moser, James T. Jr.			1,000.00
3/15/2012		100294		Moser, James T. Jr.			258.87
4/1/2012		100410		Moser, James T. Jr.			1,000.00
				Moser, James T. Jr. Total			3,876.30
2/3/2012		57141		Mouser Electronics			207.44
				Mouser Electronics Total			207.44
1/19/2012		Wire		MSTC Tax Payments			3,721.50
2/17/2012		Wire		MSTC Tax Payments			3,744.41
3/15/2012		Wire		MSTC Tax Payments			3,397.37
				MSTC Tax Payments Total			10,863.28
2/16/2012		57346		Mulkey & Associates, Inc.			224.07
				Mulkey & Associates, Inc. Total			224.07
1/27/2012		57017		MX Energy			238.10
3/2/2012		100112		MX Energy			242.93
3/29/2012		100433		MX Energy			172.37
				MX Energy Total			653.40
2/7/2012		57173		MyFloridaMarketPlace			1,125.00
3/8/2012		100220		MyFloridaMarketPlace			2,077.16
4/6/2012		100510		MyFloridaMarketPlace			1,364.22
				MyFloridaMarketPlace Total			4,566.38
1/20/2012		56954		NASDAQ Stock Market, Inc.			27,500.00
4/12/2012		Wire		NASDAQ Stock Market, Inc.			5,000.00
				NASDAQ Stock Market, Inc. Total			32,500.00
3/2/2012		100113		Nat Moore Foundation			3,000.00
				Nat Moore Foundation Total			3,000.00
1/20/2012		56983		National Information Consortium Technologies, LLC			140.00
2/24/2012		57432		National Information Consortium Technologies, LLC			150.00
3/23/2012		100378		National Information Consortium Technologies, LLC			80.00
				National Information Consortium Technologies, LLC Total			370.00
1/20/2012		56955		National Tank Services			2,750.37
1/27/2012		57018		National Tank Services			736.97
2/3/2012		57142		National Tank Services			6,667.76
2/9/2012		57246		National Tank Services			10,067.31
3/2/2012		100114		National Tank Services			1,602.20
3/23/2012		100377		National Tank Services			1,745.76
4/11/2012		100537		National Tank Services			445.00
				National Tank Services Total			24,015.37

 

Kapila & Company

Page 35 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/2/2012		100115		News Press			725.00
				News Press Total			725.00
3/30/2012		Wire		Noble EFT- Return			92,086.86
				Noble EFT- Return Total			92,086.86
1/17/2012		Wire		Noble Petro, Inc.			160,770.54
1/18/2012		Wire		Noble Petro, Inc.			13,687.08
1/19/2012		Wire		Noble Petro, Inc.			108,860.21
1/20/2012		Wire		Noble Petro, Inc.			126,456.84
1/23/2012		Wire		Noble Petro, Inc.			179,693.50
1/24/2012		Wire		Noble Petro, Inc.			11,724.40
1/25/2012		Wire		Noble Petro, Inc.			52,742.60
1/26/2012		Wire		Noble Petro, Inc.			52,026.17
1/27/2012		Wire		Noble Petro, Inc.			70,249.09
1/30/2012		Wire		Noble Petro, Inc.			119,678.43
1/31/2012		Wire		Noble Petro, Inc.			17,903.98
2/1/2012		Wire		Noble Petro, Inc.			26,359.22
2/2/2012		Wire		Noble Petro, Inc.			67,235.80
2/3/2012		Wire		Noble Petro, Inc.			217,466.20
2/6/2012		Wire		Noble Petro, Inc.			97,978.08
2/7/2012		Wire		Noble Petro, Inc.			24,470.59
2/8/2012		Wire		Noble Petro, Inc.			27,005.22
2/9/2012		Wire		Noble Petro, Inc.			59,384.08
2/10/2012		Wire		Noble Petro, Inc.			129,276.29
2/13/2012		Wire		Noble Petro, Inc.			113,399.23
2/14/2012		Wire		Noble Petro, Inc.			22,556.93
2/15/2012		Wire		Noble Petro, Inc.			24,117.17
2/16/2012		Wire		Noble Petro, Inc.			60,326.27
2/17/2012		Wire		Noble Petro, Inc.			146,265.88
2/21/2012		Wire		Noble Petro, Inc.			136,228.32
2/22/2012		Wire		Noble Petro, Inc.			35,364.70
2/23/2012		Wire		Noble Petro, Inc.			142,934.46
2/24/2012		Wire		Noble Petro, Inc.			296,577.65
2/27/2012		Wire		Noble Petro, Inc.			42,392.78
3/2/2012		Wire		Noble Petro, Inc.			143,143.96
3/5/2012		Wire		Noble Petro, Inc.			172,947.03
3/6/2012		Wire		Noble Petro, Inc.			14,362.11
3/7/2012		Wire		Noble Petro, Inc.			8,033.53
3/8/2012		Wire		Noble Petro, Inc.			101,967.61
3/9/2012		Wire		Noble Petro, Inc.			159,239.74
3/12/2012		Wire		Noble Petro, Inc.			66,901.37
3/13/2012		Wire		Noble Petro, Inc.			15,947.58
3/14/2012		Wire		Noble Petro, Inc.			12,457.41
3/15/2012		Wire		Noble Petro, Inc.			33,630.78
3/16/2012		Wire		Noble Petro, Inc.			207,487.99
3/19/2012		Wire		Noble Petro, Inc.			138,609.74
3/20/2012		Wire		Noble Petro, Inc.			43,492.04

 

Kapila & Company

Page 36 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/21/2012		Wire		Noble Petro, Inc.			19,270.82
3/22/2012		Wire		Noble Petro, Inc.			117,459.43
3/23/2012		Wire		Noble Petro, Inc.			103,759.06
3/26/2012		Wire		Noble Petro, Inc.			73,454.41
3/27/2012		Wire		Noble Petro, Inc.			45,140.42
3/28/2012		Wire		Noble Petro, Inc.			16,919.14
3/29/2012		Wire		Noble Petro, Inc.			92,086.86
3/30/2012		Wire		Noble Petro, Inc.			123,546.40
4/2/2012		Wire		Noble Petro, Inc.			110,358.22
4/3/2012		Wire		Noble Petro, Inc.			11,259.66
4/12/2012		Wire		Noble Petro, Inc.			626,400.50
				Noble Petro, Inc. Total			5,041,007.52
1/19/2012		Wire		North Carolina Department of Revenue			2,166.30
2/17/2012		Wire		North Carolina Department of Revenue			2,006.98
2/24/2012		Wire		North Carolina Department of Revenue			22,717.54
3/19/2012		Wire		North Carolina Department of Revenue			2,337.21
4/4/2012		Wire		North Carolina Department of Revenue			14.38
				North Carolina Department of Revenue Total			29,242.41
2/3/2012		57136		Norwood Lancaster			361.00
				Norwood Lancaster Total			361.00
1/18/2012		Wire		NV Motor Fuel Tax			25,163.83
3/20/2012		Wire		NV Motor Fuel Tax			20,625.04
				NV Motor Fuel Tax Total			45,788.87
3/8/2012		100181		Oilmen's Truck Tanks			98.70
				Oilmen's Truck Tanks Total			98.70
1/20/2012		56956		On-Site Truck Repair & Maintenance			736.97
1/27/2012		57019		On-Site Truck Repair & Maintenance			1,200.00
2/3/2012		57143		On-Site Truck Repair & Maintenance			276.92
2/9/2012		57247		On-Site Truck Repair & Maintenance			2,660.00
2/24/2012		57433		On-Site Truck Repair & Maintenance			729.04
3/2/2012		100116		On-Site Truck Repair & Maintenance			2,231.76
3/8/2012		100182		On-Site Truck Repair & Maintenance			804.99
3/15/2012		100295		On-Site Truck Repair & Maintenance			535.00
3/23/2012		100379		On-Site Truck Repair & Maintenance			1,087.50
3/29/2012		100434		On-Site Truck Repair & Maintenance			490.00
				On-Site Truck Repair & Maintenance Total			10,752.18
1/20/2012		56957		OPIS Energy Group			2,898.00
2/9/2012		57248		OPIS Energy Group			295.00
2/16/2012		57347		OPIS Energy Group			2,898.00
3/8/2012		100221		OPIS Energy Group			295.00
3/8/2012		100222		OPIS Energy Group			2,898.00
				OPIS Energy Group Total			9,284.00
1/27/2012		57020		OReilly Auto Parts			156.12
				OReilly Auto Parts Total			156.12
1/20/2012		56958		Orlando-Orange County Expressway Authority			7.30
				Orlando-Orange County Expressway Authority Total			7.30

 

Kapila & Company

Page 37 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/3/2012		57144		Palm Truck Centers, Inc.			430.73
3/2/2012		100117		Palm Truck Centers, Inc.			441.32
3/8/2012		100183		Palm Truck Centers, Inc.			2,925.03
3/23/2012		100380		Palm Truck Centers, Inc.			3,051.72
				Palm Truck Centers, Inc. Total			6,848.80
2/1/2012		57071		PBD Building, LLC			2,750.00
3/1/2012		100048		PBD Building, LLC			2,750.00
4/3/2012		100471		PBD Building, LLC			2,750.00
				PBD Building, LLC Total			8,250.00
1/27/2012		57021		Peak 10 1Vault, Inc.			8,656.40
3/2/2012		100118		Peak 10 1Vault, Inc.			8,656.40
3/29/2012		100435		Peak 10 1Vault, Inc.			8,656.40
				Peak 10 1Vault, Inc. Total			25,969.20
2/9/2012		57249		Pembroke Telephone Company			171.49
3/8/2012		100184		Pembroke Telephone Company			171.49
4/5/2012		100501		Pembroke Telephone Company			171.33
				Pembroke Telephone Company Total			514.31
2/21/2012		Wire		Petrocom Energy Group, LLC			71,853.81
2/27/2012		Wire		Petrocom Energy Group, LLC			25,969.82
3/12/2012		Wire		Petrocom Energy Group, LLC			6,390.00
3/16/2012		Wire		Petrocom Energy Group, LLC			9,666.68
3/19/2012		Wire		Petrocom Energy Group, LLC			2,808.13
3/23/2012		Wire		Petrocom Energy Group, LLC			31,552.36
3/26/2012		Wire		Petrocom Energy Group, LLC			28,203.32
4/9/2012		Wire		Petrocom Energy Group, LLC			26,716.68
				Petrocom Energy Group, LLC Total			203,160.80
2/16/2012		57348		Piedmont Truck Center			2,431.24
3/23/2012		100381		Piedmont Truck Center			5,860.36
				Piedmont Truck Center Total			8,291.60
1/27/2012		57024		Pitney Bowes			2,999.55
2/16/2012		57349		Pitney Bowes			540.57
2/24/2012		57438		Pitney Bowes			6,000.00
3/8/2012		100185		Pitney Bowes			9,365.10
3/15/2012		100296		Pitney Bowes			31.05
3/23/2012		100389		Pitney Bowes			3,000.00
				Pitney Bowes Total			21,936.27
1/20/2012		56959		PNP Enterprises			160.47
2/1/2012		57069		PNP Enterprises			789.68
3/1/2012		100049		PNP Enterprises			840.78
4/3/2012		100472		PNP Enterprises			583.00
				PNP Enterprises Total			2,373.93
2/1/2012		57072		Port 1100, LLC			6,402.99
3/1/2012		100050		Port 1100, LLC			6,402.99
4/3/2012		100473		Port 1100, LLC			6,402.99
				Port 1100, LLC Total			19,208.97
1/27/2012		57022		Post Trailer Repairs, Inc.			495.26

 

Kapila & Company

Page 38 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/1/2012		57073		Post Trailer Repairs, Inc.			1,000.00
2/24/2012		57434		Post Trailer Repairs, Inc.			78.87
3/1/2012		100051		Post Trailer Repairs, Inc.			1,000.00
3/23/2012		100386		Post Trailer Repairs, Inc.			786.56
4/3/2012		100474		Post Trailer Repairs, Inc.			1,000.00
				Post Trailer Repairs, Inc. Total			4,360.69
1/20/2012		56960		Power Research, Inc.			330.54
				Power Research, Inc. Total			330.54
2/9/2012		57250		PR Newswire Association, LLC			1,430.55
3/15/2012		100298		PR Newswire Association, LLC			7,960.70
				PR Newswire Association, LLC Total			9,391.25
2/3/2012		57145		Precision Cut Lawn Care Services, Inc.			200.00
2/16/2012		57351		Precision Cut Lawn Care Services, Inc.			200.00
3/15/2012		100297		Precision Cut Lawn Care Services, Inc.			200.00
				Precision Cut Lawn Care Services, Inc. Total			600.00
2/16/2012		57350		Premiere Global Services			414.51
3/23/2012		100387		Premiere Global Services			616.11
				Premiere Global Services Total			1,030.62
1/18/2012		Wire		Pro Petroleum, Inc.			13,415.67
1/20/2012		Wire		Pro Petroleum, Inc.			12,242.80
1/27/2012		Wire		Pro Petroleum, Inc.			13,518.57
1/31/2012		Wire		Pro Petroleum, Inc.			13,511.87
2/2/2012		Wire		Pro Petroleum, Inc.			11,056.27
2/6/2012		Wire		Pro Petroleum, Inc.			25,030.87
2/9/2012		Wire		Pro Petroleum, Inc.			7,746.10
2/10/2012		Wire		Pro Petroleum, Inc.			10,901.41
2/13/2012		Wire		Pro Petroleum, Inc.			20,655.21
2/15/2012		Wire		Pro Petroleum, Inc.			6,474.42
2/17/2012		Wire		Pro Petroleum, Inc.			13,591.55
2/21/2012		Wire		Pro Petroleum, Inc.			17,762.87
2/23/2012		Wire		Pro Petroleum, Inc.			12,186.59
2/24/2012		Wire		Pro Petroleum, Inc.			11,795.40
2/27/2012		Wire		Pro Petroleum, Inc.			16,708.74
3/2/2012		Wire		Pro Petroleum, Inc.			10,163.05
3/5/2012		Wire		Pro Petroleum, Inc.			15,253.53
3/8/2012		Wire		Pro Petroleum, Inc.			10,991.05
3/16/2012		Wire		Pro Petroleum, Inc.			13,229.57
3/19/2012		Wire		Pro Petroleum, Inc.			11,761.95
3/20/2012		Wire		Pro Petroleum, Inc.			15,477.00
3/23/2012		Wire		Pro Petroleum, Inc.			11,590.12
3/26/2012		Wire		Pro Petroleum, Inc.			14,156.42
3/30/2012		Wire		Pro Petroleum, Inc.			25,692.15
4/2/2012		Wire		Pro Petroleum, Inc.			10,400.16
4/6/2012		Wire		Pro Petroleum, Inc.			23,622.24
4/12/2012		Wire		Pro Petroleum, Inc.			25,132.81
				Pro Petroleum, Inc. Total			394,068.39

 

Kapila & Company

Page 39 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
1/27/2012		57047		Progressive Energy Florida, Inc.			247.33
3/2/2012		100120		Progressive Energy Florida, Inc.			224.72
3/29/2012		100436		Progressive Energy Florida, Inc.			229.21
				Progressive Energy Florida, Inc. Total			701.26
1/27/2012		57023		Proscape, Inc.			225.00
2/24/2012		57435		Proscape, Inc.			225.00
3/2/2012		100119		Proscape, Inc.			225.00
				Proscape, Inc. Total			675.00
2/3/2012		57146		PTO Sales Corporation			339.86
2/24/2012		57436		PTO Sales Corporation			215.34
				PTO Sales Corporation Total			555.20
2/1/2012		57055		Public Storage, Inc.			228.96
2/1/2012		57056		Public Storage, Inc.			239.56
2/1/2012		57057		Public Storage, Inc.			249.10
2/1/2012		57058		Public Storage, Inc.			239.08
3/1/2012		100052		Public Storage, Inc.			956.70
4/3/2012		100475		Public Storage, Inc.			956.70
				Public Storage, Inc. Total			2,870.10
2/9/2012		57251		Pump & Tank Shop, Inc.			2,650.93
2/24/2012		57437		Pump & Tank Shop, Inc.			235.75
3/23/2012		100388		Pump & Tank Shop, Inc.			864.37
3/29/2012		100455		Pump & Tank Shop, Inc.			583.60
				Pump & Tank Shop, Inc. Total			4,334.65
2/1/2012		57074		R&D Properties			150.00
3/1/2012		100053		R&D Properties			150.00
4/3/2012		100476		R&D Properties			150.00
				R&D Properties Total			450.00
3/8/2012		100186		Randall-Reilly Publishing Company, LLC			790.00
				Randall-Reilly Publishing Company, LLC Total			790.00
2/3/2012		57147		RBM Company			436.14
2/9/2012		57252		RBM Company			85.02
				RBM Company Total			521.16
1/17/2012		Wire		Rebel Oil Company, Inc.			22,001.32
1/24/2012		Wire		Rebel Oil Company, Inc.			9,906.54
2/7/2012		Wire		Rebel Oil Company, Inc.			36,562.85
2/14/2012		Wire		Rebel Oil Company, Inc.			2,487.63
2/21/2012		Wire		Rebel Oil Company, Inc.			1,670.43
3/6/2012		Wire		Rebel Oil Company, Inc.			11,418.09
3/13/2012		Wire		Rebel Oil Company, Inc.			8,239.14
3/20/2012		Wire		Rebel Oil Company, Inc.			35,089.42
3/27/2012		Wire		Rebel Oil Company, Inc.			17,161.16
4/3/2012		Wire		Rebel Oil Company, Inc.			8,729.32
4/10/2012		Wire		Rebel Oil Company, Inc.			15,725.78
				Rebel Oil Company, Inc. Total			168,991.68
2/3/2012		57148		Relyco Sales, Inc.			1,548.71
				Relyco Sales, Inc. Total			1,548.71

 

Kapila & Company

Page 40 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/3/2012		57149		Richard Kerns Truck Parts, Inc.			571.00
2/9/2012		57253		Richard Kerns Truck Parts, Inc.			703.30
2/16/2012		57352		Richard Kerns Truck Parts, Inc.			23,318.09
				Richard Kerns Truck Parts, Inc. Total			24,592.39
3/8/2012		100223		Rite Way Environmental, Inc.			750.00
				Rite Way Environmental, Inc. Total			750.00
2/1/2012		57084		Rivera, Frances			26.00
				Rivera, Frances Total			26.00
2/16/2012		57353		Rogers, Jonathan			630.50
3/2/2012		100121		Rogers, Jonathan			252.53
				Rogers, Jonathan Total			883.03
2/9/2012		57254		Rush Truck Centers			1,282.37
3/29/2012		100438		Rush Truck Centers			106.83
				Rush Truck Centers Total			1,389.20
1/20/2012		56961		Russ Diesel, Inc.			899.68
1/27/2012		57025		Russ Diesel, Inc.			1,525.87
2/3/2012		57150		Russ Diesel, Inc.			485.80
3/2/2012		100122		Russ Diesel, Inc.			597.05
3/8/2012		100187		Russ Diesel, Inc.			2,336.64
4/11/2012		100538		Russ Diesel, Inc.			2,500.00
				Russ Diesel, Inc. Total			8,345.04
3/8/2012		100188		Safety Kleen			179.57
				Safety Kleen Total			179.57
1/27/2012		57026		Sage Quest, LLC			4,070.00
3/2/2012		100123		Sage Quest, LLC			4,070.00
				Sage Quest, LLC Total			8,140.00
3/8/2012		100189		San Bernardino County Fire Dept			868.00
				San Bernardino County Fire Dept Total			868.00
3/15/2012		100299		Sarmiento, Julio			101.54
3/23/2012		100383		Sarmiento, Julio			68.63
				Sarmiento, Julio Total			170.17
4/3/2012		100483		SC Advisors, LLC			2,222.76
4/11/2012		100523		SC Advisors, LLC			400.00
				SC Advisors, LLC Total			2,622.76
2/9/2012		57256		Schrock, John			977.50
				Schrock, John Total			977.50
2/9/2012		57258		Shutts & Bowen, LLP			10,000.00
2/16/2012		57354		Shutts & Bowen, LLP			213.57
3/8/2012		100191		Shutts & Bowen, LLP			10,634.96
3/23/2012		100385		Shutts & Bowen, LLP			20,783.25
				Shutts & Bowen, LLP Total			41,631.78
2/9/2012		57257		Sims Welding Supply Co., Inc.			93.97
				Sims Welding Supply Co., Inc. Total			93.97
2/9/2012		57259		Slade's Industrial SVC, Inc.			779.53
				Slade's Industrial SVC, Inc. Total			779.53

 

Kapila & Company

Page 41 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/23/2012		100390		Smith Adams Law, LLP			851.00
				Smith Adams Law, LLP Total			851.00
4/3/2012		100482		Smith, Mark W.			3,000.00
				Smith, Mark W. Total			3,000.00
2/24/2012		57439		Smith, Timothy			232.35
3/29/2012		100439		Smith, Timothy			250.79
				Smith, Timothy Total			483.14
1/20/2012		56963		Sopus Products			1,817.47
2/24/2012		57440		Sopus Products			711.56
3/2/2012		100124		Sopus Products			1,257.53
3/15/2012		100300		Sopus Products			672.37
3/29/2012		100440		Sopus Products			669.22
				Sopus Products Total			5,128.15
1/20/2012		56964		Source North American Corp.			860.89
2/3/2012		57152		Source North American Corp.			766.84
2/24/2012		57441		Source North American Corp.			464.34
3/2/2012		100125		Source North American Corp.			1,604.32
				Source North American Corp. Total			3,696.39
1/20/2012		56962		South Carolina Department of Revenue			45.90
2/9/2012		57187		South Carolina Department of Revenue			4,557.46
2/9/2012		57188		South Carolina Department of Revenue			4,317.04
2/9/2012		57189		South Carolina Department of Revenue			4,358.05
2/9/2012		57190		South Carolina Department of Revenue			4,702.38
2/16/2012		57355		South Carolina Department of Revenue			1,202.82
3/15/2012		100301		South Carolina Department of Revenue			2,409.66
3/15/2012		100302		South Carolina Department of Revenue			4,561.83
3/23/2012		100382		South Carolina Department of Revenue			2,200.00
				South Carolina Department of Revenue Total			28,355.14
1/20/2012		56965		Southern Safety & Supply			177.64
2/3/2012		57153		Southern Safety & Supply			177.64
3/2/2012		100126		Southern Safety & Supply			191.44
3/23/2012		100391		Southern Safety & Supply			177.64
				Southern Safety & Supply Total			724.36
2/3/2012		57151		Southport Services, Inc.			358.96
3/15/2012		100303		Southport Services, Inc.			581.81
3/29/2012		100441		Southport Services, Inc.			371.64
				Southport Services, Inc. Total			1,312.41
1/27/2012		57027		Sparkletts			21.95
2/3/2012		57154		Sparkletts			62.48
2/24/2012		57442		Sparkletts			31.70
3/2/2012		100127		Sparkletts			140.72
3/23/2012		100392		Sparkletts			24.04
4/5/2012		100503		Sparkletts			111.31
				Sparkletts Total			392.20
2/3/2012		57155		Specialty Financial Solutions, LLC			9,393.00
2/9/2012		57260		Specialty Financial Solutions, LLC			7,878.00

 

Kapila & Company

Page 42 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/8/2012		100192		Specialty Financial Solutions, LLC			7,575.00
3/23/2012		100393		Specialty Financial Solutions, LLC			1,616.00
				Specialty Financial Solutions, LLC Total			26,462.00
1/20/2012		Wire		St John Sales Tax			102.04
2/22/2012		Wire		St John Sales Tax			109.84
3/21/2012		Wire		St John Sales Tax			123.26
				St John Sales Tax Total			335.14
1/20/2012		Wire		St. Charles Payment			180.67
				St. Charles Payment Total			180.67
3/2/2012		100128		Staples Contract & Commercial, Inc.			69.03
				Staples Contract & Commercial, Inc. Total			69.03
3/8/2012		100225		State and Federal Poster, Inc.			58.46
				State and Federal Poster, Inc. Total			58.46
2/3/2012		57165		State of Calif DMV Renewal			1,393.00
2/3/2012		57166		State of Calif DMV Renewal			1,493.00
				State of Calif DMV Renewal Total			2,886.00
2/3/2012		57169		Streicher, Amanda			452.26
				Streicher, Amanda Total			452.26
3/2/2012		100129		Streicher, Rob			572.00
				Streicher, Rob Total			572.00
1/27/2012		57028		Sue, Karen			200.00
				Sue, Karen Total			200.00
2/24/2012		57443		Sullivans Advanced Fleet Services			14,580.66
				Sullivans Advanced Fleet Services Total			14,580.66
2/7/2012		57176		Sumners, Don, Tax Assessor			148.47
2/7/2012		57177		Sumners, Don, Tax Assessor			9,260.62
3/23/2012		100345		Sumners, Don, Tax Assessor			660.37
				Sumners, Don, Tax Assessor Total			10,069.46
2/16/2012		57356		Sun Sentinel			725.00
				Sun Sentinel Total			725.00
2/9/2012		57261		Sun State International / Mitsubishi			277.14
2/24/2012		57444		Sun State International / Mitsubishi			188.68
				Sun State International / Mitsubishi Total			465.82
2/1/2012		57075		Sunshine Alley, L.P.			1,000.00
3/1/2012		100054		Sunshine Alley, L.P.			1,000.00
4/3/2012		100477		Sunshine Alley, L.P.			1,000.00
				Sunshine Alley, L.P. Total			3,000.00
4/3/2012		Wire		Superior Press Printing			59.84
4/3/2012		Wire		Superior Press Printing			59.82
4/3/2012		Wire		Superior Press Printing			59.82
				Superior Press Printing Total			179.48
1/20/2012		56967		Superior Service & Maintenance			423.98
1/27/2012		57030		Superior Service & Maintenance			192.50
2/3/2012		57157		Superior Service & Maintenance			330.00
2/9/2012		57263		Superior Service & Maintenance			473.79

 

Kapila & Company

Page 43 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/16/2012		57358		Superior Service & Maintenance			771.01
2/24/2012		57446		Superior Service & Maintenance			165.00
3/2/2012		100131		Superior Service & Maintenance			220.00
3/8/2012		100195		Superior Service & Maintenance			258.98
3/23/2012		100395		Superior Service & Maintenance			203.98
				Superior Service & Maintenance Total			3,039.24
1/20/2012		56966		Superior Wash			52.50
1/27/2012		57029		Superior Wash			448.00
2/3/2012		57156		Superior Wash			136.50
2/3/2012		57158		Superior Wash			220.00
2/9/2012		57262		Superior Wash			428.93
2/16/2012		57357		Superior Wash			178.50
2/24/2012		57445		Superior Wash			368.20
3/2/2012		100130		Superior Wash			126.00
3/2/2012		100132		Superior Wash			100.00
3/8/2012		100193		Superior Wash			109.20
3/15/2012		100304		Superior Wash			94.50
3/23/2012		100394		Superior Wash			258.83
3/29/2012		100456		Superior Wash			84.00
				Superior Wash Total			2,605.16
2/1/2012		57076		T&E Plantation, LLC			1,000.00
3/1/2012		100055		T&E Plantation, LLC			1,000.00
4/3/2012		100478		T&E Plantation, LLC			1,000.00
				T&E Plantation, LLC Total			3,000.00
1/20/2012		56968		Tampa Electric			203.24
2/16/2012		57359		Tampa Electric			171.00
3/23/2012		100384		Tampa Electric			179.24
				Tampa Electric Total			553.48
3/29/2012		100443		Tampa Hillsborough County Expressway Authority			6.50
				Tampa Hillsborough County Expressway Authority Total			6.50
1/20/2012		Wire		Tang Parish Sales Tax			328.01
2/23/2012		Wire		Tang Parish Sales Tax			318.04
3/20/2012		Wire		Tang Parish Sales Tax			332.77
				Tang Parish Sales Tax Total			978.82
2/1/2012		57077		Tank Master of Nevada, Inc.			1,250.00
2/3/2012		57159		Tank Master of Nevada, Inc.			315.62
2/16/2012		57360		Tank Master of Nevada, Inc.			947.62
3/1/2012		100056		Tank Master of Nevada, Inc.			1,250.00
4/3/2012		100469		Tank Master of Nevada, Inc.			1,250.00
				Tank Master of Nevada, Inc. Total			5,013.24
1/18/2012		56898		Tatis, Abraham			62.95
1/18/2012		56899		Tatis, Abraham			246.00
2/16/2012		57361		Tatis, Abraham			62.95
3/29/2012		100444		Tatis, Abraham			85.95
				Tatis, Abraham Total			457.85
2/15/2012		57282		Tennessee Dept. of Revenue			22.00

 

Kapila & Company

Page 44 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/15/2012		57283		Tennessee Dept. of Revenue			22.00
2/15/2012		57284		Tennessee Dept. of Revenue			22.00
2/15/2012		57285		Tennessee Dept. of Revenue			22.00
2/15/2012		57286		Tennessee Dept. of Revenue			698.14
				Tennessee Dept. of Revenue Total			786.14
1/17/2012		Wire		Tesoro Refining and Marketing Company			36,014.37
1/20/2012		Wire		Tesoro Refining and Marketing Company			26,228.98
1/23/2012		Wire		Tesoro Refining and Marketing Company			9,447.16
1/26/2012		Wire		Tesoro Refining and Marketing Company			4,872.47
1/27/2012		Wire		Tesoro Refining and Marketing Company			165,905.19
1/30/2012		Wire		Tesoro Refining and Marketing Company			8,929.15
2/3/2012		Wire		Tesoro Refining and Marketing Company			50,998.67
2/6/2012		Wire		Tesoro Refining and Marketing Company			27,540.11
2/9/2012		Wire		Tesoro Refining and Marketing Company			38,812.06
2/10/2012		Wire		Tesoro Refining and Marketing Company			38,413.11
2/13/2012		Wire		Tesoro Refining and Marketing Company			12,243.71
2/24/2012		Wire		Tesoro Refining and Marketing Company			99,960.36
2/27/2012		Wire		Tesoro Refining and Marketing Company			34,398.67
3/1/2012		Wire		Tesoro Refining and Marketing Company			28,436.96
3/2/2012		Wire		Tesoro Refining and Marketing Company			43,712.67
3/5/2012		Wire		Tesoro Refining and Marketing Company			167,576.81
3/8/2012		Wire		Tesoro Refining and Marketing Company			134,542.46
3/9/2012		Wire		Tesoro Refining and Marketing Company			81,230.99
3/16/2012		Wire		Tesoro Refining and Marketing Company			155,783.48
3/19/2012		Wire		Tesoro Refining and Marketing Company			147,963.89
3/22/2012		Wire		Tesoro Refining and Marketing Company			40,865.31
3/23/2012		Wire		Tesoro Refining and Marketing Company			23,534.62
3/26/2012		Wire		Tesoro Refining and Marketing Company			46,424.34
3/29/2012		Wire		Tesoro Refining and Marketing Company			30,066.65
3/30/2012		Wire		Tesoro Refining and Marketing Company			237,349.18
4/2/2012		Wire		Tesoro Refining and Marketing Company			24,647.98
4/3/2012		Wire		Tesoro Refining and Marketing Company			13,829.82
4/5/2012		Wire		Tesoro Refining and Marketing Company			14,515.25
4/6/2012		Wire		Tesoro Refining and Marketing Company			71,968.32
4/10/2012		Wire		Tesoro Refining and Marketing Company			20,862.27
4/12/2012		Wire		Tesoro Refining and Marketing Company			2,162.26
4/13/2012		Wire		Tesoro Refining and Marketing Company			43,164.09
				Tesoro Refining and Marketing Company Total			1,882,401.36
2/24/2012		57457		The Hartford			2,151.00
2/24/2012		57458		The Hartford			1,321.00
				The Hartford Total			3,472.00
3/8/2012		100226		The Hillsboro Club			2,766.60
				The Hillsboro Club Total			2,766.60
2/24/2012		57420		The HR Specialist			97.00
2/24/2012		57421		The HR Specialist			97.00
				The HR Specialist Total			194.00

 

Kapila & Company

Page 45 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/3/2012		57161		The Truck Parts Depot, Inc.			188.17
3/29/2012		100447		The Truck Parts Depot, Inc.			6.79
				The Truck Parts Depot, Inc. Total			194.96
1/20/2012		56969		Thomson Reuters, Inc.			178.34
2/16/2012		57362		Thomson Reuters, Inc.			1,297.76
2/24/2012		57447		Thomson Reuters, Inc.			3,117.00
				Thomson Reuters, Inc. Total			4,593.10
4/11/2012		100540		T-Mobile USA, Inc.			159.38
				T-Mobile USA, Inc. Total			159.38
1/27/2012		57046		Todd, Chris			251.00
3/15/2012		100305		Todd, Chris			207.78
3/23/2012		100396		Todd, Chris			280.00
				Todd, Chris Total			738.78
1/17/2012		Wire		Transmontaigne Product Services, Inc.			47,877.51
1/19/2012		Wire		Transmontaigne Product Services, Inc.			13,061.50
1/20/2012		Wire		Transmontaigne Product Services, Inc.			22,882.50
1/23/2012		Wire		Transmontaigne Product Services, Inc.			9,485.77
1/26/2012		Wire		Transmontaigne Product Services, Inc.			3,924.02
1/27/2012		Wire		Transmontaigne Product Services, Inc.			18,217.39
1/30/2012		Wire		Transmontaigne Product Services, Inc.			30,722.64
2/2/2012		Wire		Transmontaigne Product Services, Inc.			16,579.58
2/3/2012		Wire		Transmontaigne Product Services, Inc.			47,275.84
2/6/2012		Wire		Transmontaigne Product Services, Inc.			43,233.90
2/7/2012		Wire		Transmontaigne Product Services, Inc.			4,140.29
2/8/2012		Wire		Transmontaigne Product Services, Inc.			13,504.34
2/9/2012		Wire		Transmontaigne Product Services, Inc.			30,709.02
2/10/2012		Wire		Transmontaigne Product Services, Inc.			9,563.91
2/13/2012		Wire		Transmontaigne Product Services, Inc.			23,361.20
2/15/2012		Wire		Transmontaigne Product Services, Inc.			5,898.73
2/16/2012		Wire		Transmontaigne Product Services, Inc.			4,530.69
2/17/2012		Wire		Transmontaigne Product Services, Inc.			74,292.01
2/21/2012		Wire		Transmontaigne Product Services, Inc.			26,124.40
2/22/2012		Wire		Transmontaigne Product Services, Inc.			4,492.99
2/23/2012		Wire		Transmontaigne Product Services, Inc.			10,068.75
2/24/2012		Wire		Transmontaigne Product Services, Inc.			12,867.18
2/28/2012		Wire		Transmontaigne Product Services, Inc.			6,484.41
3/1/2012		Wire		Transmontaigne Product Services, Inc.			15,961.56
3/2/2012		Wire		Transmontaigne Product Services, Inc.			38,373.50
3/5/2012		Wire		Transmontaigne Product Services, Inc.			25,993.36
3/6/2012		Wire		Transmontaigne Product Services, Inc.			6,131.65
3/8/2012		Wire		Transmontaigne Product Services, Inc.			30,181.48
3/9/2012		Wire		Transmontaigne Product Services, Inc.			34,148.09
3/12/2012		Wire		Transmontaigne Product Services, Inc.			12,992.20
3/15/2012		Wire		Transmontaigne Product Services, Inc.			27,204.86
3/16/2012		Wire		Transmontaigne Product Services, Inc.			134,166.45
3/19/2012		Wire		Transmontaigne Product Services, Inc.			89,069.53

 

Kapila & Company

Page 46 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
3/20/2012		Wire		Transmontaigne Product Services, Inc.			69,266.98
3/22/2012		Wire		Transmontaigne Product Services, Inc.			14,122.67
3/23/2012		Wire		Transmontaigne Product Services, Inc.			11,904.80
3/26/2012		Wire		Transmontaigne Product Services, Inc.			5,802.50
3/28/2012		Wire		Transmontaigne Product Services, Inc.			5,679.89
3/29/2012		Wire		Transmontaigne Product Services, Inc.			47,463.17
3/30/2012		Wire		Transmontaigne Product Services, Inc.			61,747.03
4/2/2012		Wire		Transmontaigne Product Services, Inc.			22,144.42
4/3/2012		Wire		Transmontaigne Product Services, Inc.			2,639.89
4/4/2012		Wire		Transmontaigne Product Services, Inc.			8,237.20
4/5/2012		Wire		Transmontaigne Product Services, Inc.			10,886.81
4/6/2012		Wire		Transmontaigne Product Services, Inc.			16,218.36
4/9/2012		Wire		Transmontaigne Product Services, Inc.			59,644.35
4/12/2012		Wire		Transmontaigne Product Services, Inc.			6,605.36
4/13/2012		Wire		Transmontaigne Product Services, Inc.			7,651.92
				Transmontaigne Product Services, Inc. Total			1,243,536.60
1/20/2012		56970		Tribridge Holdings, LLC			9,151.64
1/27/2012		57031		Tribridge Holdings, LLC			16,897.08
2/3/2012		57160		Tribridge Holdings, LLC			9,611.25
2/9/2012		57265		Tribridge Holdings, LLC			10,358.75
2/24/2012		57448		Tribridge Holdings, LLC			12,705.00
3/2/2012		100133		Tribridge Holdings, LLC			9,487.50
3/8/2012		100196		Tribridge Holdings, LLC			10,698.75
3/15/2012		100306		Tribridge Holdings, LLC			3,877.50
3/23/2012		100397		Tribridge Holdings, LLC			6,073.75
3/29/2012		100457		Tribridge Holdings, LLC			825.00
				Tribridge Holdings, LLC Total			89,686.22
3/8/2012		100197		Truckpro			291.39
				Truckpro Total			291.39
4/13/2012		Wire		Trustee Services			25,000.00
				Trustee Services Total			25,000.00
2/9/2012		57266		United Healthcare Specialty Benefits			2,054.34
3/8/2012		100198		United Healthcare Specialty Benefits			2,081.77
				United Healthcare Specialty Benefits Total			4,136.11
3/15/2012		100307		United Pump and Controls, Inc.			268.24
3/23/2012		100398		United Pump and Controls, Inc.			1,204.28
				United Pump and Controls, Inc. Total			1,472.52
2/3/2012		57170		UPS			158.85
3/29/2012		100445		UPS			191.77
4/5/2012		100506		UPS			170.99
				UPS Total			521.61
1/27/2012		57032		USF Holland			800.00
				USF Holland Total			800.00
4/13/2012		Wire		Valero Energy Co.			165,979.75
				Valero Energy Co. Total			165,979.75
1/17/2012		Wire		Valero Marketing and Supply Company			132,152.21

 

Kapila & Company

Page 47 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
1/18/2012		Wire		Valero Marketing and Supply Company			7,523.40
1/19/2012		Wire		Valero Marketing and Supply Company			51,475.30
1/20/2012		Wire		Valero Marketing and Supply Company			275,421.73
1/23/2012		Wire		Valero Marketing and Supply Company			255,266.91
1/24/2012		Wire		Valero Marketing and Supply Company			10,852.82
1/25/2012		Wire		Valero Marketing and Supply Company			44,855.76
1/26/2012		Wire		Valero Marketing and Supply Company			57,206.87
1/27/2012		Wire		Valero Marketing and Supply Company			107,879.14
1/30/2012		Wire		Valero Marketing and Supply Company			170,172.19
2/1/2012		Wire		Valero Marketing and Supply Company			20,892.19
2/2/2012		Wire		Valero Marketing and Supply Company			46,874.81
2/3/2012		Wire		Valero Marketing and Supply Company			163,164.14
2/6/2012		Wire		Valero Marketing and Supply Company			286,132.63
2/7/2012		Wire		Valero Marketing and Supply Company			5,639.74
2/8/2012		Wire		Valero Marketing and Supply Company			3,108.44
2/9/2012		Wire		Valero Marketing and Supply Company			55,610.84
2/10/2012		Wire		Valero Marketing and Supply Company			130,033.63
2/13/2012		Wire		Valero Marketing and Supply Company			97,103.61
2/14/2012		Wire		Valero Marketing and Supply Company			12,422.70
2/15/2012		Wire		Valero Marketing and Supply Company			19,778.31
2/16/2012		Wire		Valero Marketing and Supply Company			50,677.96
2/17/2012		Wire		Valero Marketing and Supply Company			145,992.04
2/21/2012		Wire		Valero Marketing and Supply Company			136,252.96
2/22/2012		Wire		Valero Marketing and Supply Company			10,029.68
2/23/2012		Wire		Valero Marketing and Supply Company			88,600.15
2/24/2012		Wire		Valero Marketing and Supply Company			95,256.92
2/27/2012		Wire		Valero Marketing and Supply Company			139,858.21
2/28/2012		Wire		Valero Marketing and Supply Company			15,200.00
2/29/2012		Wire		Valero Marketing and Supply Company			15,380.56
3/1/2012		Wire		Valero Marketing and Supply Company			80,025.27
3/2/2012		Wire		Valero Marketing and Supply Company			100,311.30
3/5/2012		Wire		Valero Marketing and Supply Company			87,466.43
3/7/2012		Wire		Valero Marketing and Supply Company			15,389.41
3/8/2012		Wire		Valero Marketing and Supply Company			58,832.54
3/9/2012		Wire		Valero Marketing and Supply Company			410,186.33
3/12/2012		Wire		Valero Marketing and Supply Company			260,646.35
3/14/2012		Wire		Valero Marketing and Supply Company			2,199.03
3/15/2012		Wire		Valero Marketing and Supply Company			68,320.99
3/16/2012		Wire		Valero Marketing and Supply Company			91,417.48
3/19/2012		Wire		Valero Marketing and Supply Company			232,868.22
3/20/2012		Wire		Valero Marketing and Supply Company			21,239.74
3/22/2012		Wire		Valero Marketing and Supply Company			76,866.25
3/23/2012		Wire		Valero Marketing and Supply Company			114,834.71
3/26/2012		Wire		Valero Marketing and Supply Company			105,038.62
3/29/2012		Wire		Valero Marketing and Supply Company			68,164.35
3/30/2012		Wire		Valero Marketing and Supply Company			184,601.36

 

Kapila & Company

Page 48 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
4/2/2012		Wire		Valero Marketing and Supply Company			128,552.76
4/3/2012		Wire		Valero Marketing and Supply Company			14,680.26
4/4/2012		Wire		Valero Marketing and Supply Company			23,447.68
4/5/2012		Wire		Valero Marketing and Supply Company			66,458.17
4/6/2012		Wire		Valero Marketing and Supply Company			102,618.89
4/9/2012		Wire		Valero Marketing and Supply Company			90,757.91
4/10/2012		Wire		Valero Marketing and Supply Company			40,444.05
4/11/2012		Wire		Valero Marketing and Supply Company			37,499.01
4/12/2012		Wire		Valero Marketing and Supply Company			66,223.07
				Valero Marketing and Supply Company Total			5,199,906.03
2/16/2012		57365		Van Camp Trailer & Body, Inc.			2,702.83
				Van Camp Trailer & Body, Inc. Total			2,702.83
2/9/2012		57267		Var Resources, Inc.			765.23
3/8/2012		100199		Var Resources, Inc.			765.23
				Var Resources, Inc. Total			1,530.46
1/20/2012		56971		Verizon Florida, LLC			274.69
3/2/2012		100134		Verizon Florida, LLC			281.12
3/23/2012		100399		Verizon Florida, LLC			286.59
				Verizon Florida, LLC Total			842.40
1/27/2012		57033		Verizon Wireless			13,264.47
2/24/2012		57449		Verizon Wireless			13,166.08
3/23/2012		100400		Verizon Wireless			12,848.17
				Verizon Wireless Total			39,278.72
3/2/2012		100066		Villegas, Antonio			58.10
3/15/2012		100238		Villegas, Antonio			33.00
3/26/2012		100403		Villegas, Antonio			200.00
				Villegas, Antonio Total			291.10
1/20/2012		56972		Vintage Fillings, LLC			495.00
1/27/2012		57034		Vintage Fillings, LLC			236.00
2/3/2012		57162		Vintage Fillings, LLC			3,500.00
2/16/2012		57366		Vintage Fillings, LLC			6,947.51
2/24/2012		57450		Vintage Fillings, LLC			2,126.00
3/2/2012		100135		Vintage Fillings, LLC			297.00
3/29/2012		100446		Vintage Fillings, LLC			443.00
				Vintage Fillings, LLC Total			14,044.51
1/17/2012		Wire		Vitol, Inc.			25,794.79
1/19/2012		Wire		Vitol, Inc.			8,617.67
1/20/2012		Wire		Vitol, Inc.			24,521.02
1/23/2012		Wire		Vitol, Inc.			16,400.12
1/24/2012		Wire		Vitol, Inc.			10,726.67
1/26/2012		Wire		Vitol, Inc.			11,395.92
1/27/2012		Wire		Vitol, Inc.			6,528.96
1/30/2012		Wire		Vitol, Inc.			22,947.16
1/31/2012		Wire		Vitol, Inc.			13,107.25
2/3/2012		Wire		Vitol, Inc.			27,322.36
2/6/2012		Wire		Vitol, Inc.			22,624.94

 

Kapila & Company

Page 49 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/9/2012		Wire		Vitol, Inc.			14,966.70
2/10/2012		Wire		Vitol, Inc.			16,143.63
2/13/2012		Wire		Vitol, Inc.			22,174.08
2/14/2012		Wire		Vitol, Inc.			12,227.70
2/17/2012		Wire		Vitol, Inc.			23,956.88
2/21/2012		Wire		Vitol, Inc.			39,050.86
2/23/2012		Wire		Vitol, Inc.			8,248.46
2/24/2012		Wire		Vitol, Inc.			9,534.30
2/27/2012		Wire		Vitol, Inc.			24,912.33
2/28/2012		Wire		Vitol, Inc.			4,768.47
3/1/2012		Wire		Vitol, Inc.			18,435.50
3/2/2012		Wire		Vitol, Inc.			2,626.74
3/5/2012		Wire		Vitol, Inc.			35,123.31
3/6/2012		Wire		Vitol, Inc.			13,761.74
3/9/2012		Wire		Vitol, Inc.			24,862.51
3/12/2012		Wire		Vitol, Inc.			27,193.17
3/13/2012		Wire		Vitol, Inc.			5,327.95
3/15/2012		Wire		Vitol, Inc.			6,244.48
3/16/2012		Wire		Vitol, Inc.			18,043.20
3/19/2012		Wire		Vitol, Inc.			22,619.40
3/20/2012		Wire		Vitol, Inc.			8,885.99
3/23/2012		Wire		Vitol, Inc.			20,034.26
3/26/2012		Wire		Vitol, Inc.			22,444.90
3/27/2012		Wire		Vitol, Inc.			14,703.65
3/30/2012		Wire		Vitol, Inc.			25,067.94
4/2/2012		Wire		Vitol, Inc.			37,392.85
4/3/2012		Wire		Vitol, Inc.			9,923.75
4/6/2012		Wire		Vitol, Inc.			26,342.12
4/9/2012		Wire		Vitol, Inc.			21,327.41
4/10/2012		Wire		Vitol, Inc.			7,013.58
4/12/2012		Wire		Vitol, Inc.			7,923.13
4/13/2012		Wire		Vitol, Inc.			27,758.27
				Vitol, Inc. Total			769,026.12
3/1/2012		100060		Wachovia Safe Deposit			85.00
				Wachovia Safe Deposit Total			85.00
1/20/2012		56973		Waste Management			137.36
1/27/2012		57045		Waste Management			1,329.95
2/9/2012		57271		Waste Management			198.93
2/9/2012		57269		Waste Management			164.10
2/9/2012		57270		Waste Management			134.74
3/8/2012		100203		Waste Management			230.74
3/8/2012		100201		Waste Management			185.24
3/8/2012		100202		Waste Management			137.66
				Waste Management Total			2,518.72
2/9/2012		57268		Waste Pro of Florida, Inc.			75.75
3/8/2012		100200		Waste Pro of Florida, Inc.			80.75

 

Kapila & Company

Page 50 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
4/5/2012		100507		Waste Pro of Florida, Inc.			75.75
				Waste Pro of Florida, Inc. Total			232.25
2/3/2012		57163		Wat-R-Boy Purification Systems, Inc.			25.54
3/2/2012		100136		Wat-R-Boy Purification Systems, Inc.			30.49
4/5/2012		100508		Wat-R-Boy Purification Systems, Inc.			17.35
				Wat-R-Boy Purification Systems, Inc. Total			73.38
2/9/2012		57273		We Wash Truck Kleen, Inc.			260.00
3/23/2012		100401		We Wash Truck Kleen, Inc.			225.00
				We Wash Truck Kleen, Inc. Total			485.00
1/17/2012		Wire		Wells Fargo			2,710,000.00
1/18/2012		Wire		Wells Fargo			988,000.00
1/19/2012		Wire		Wells Fargo			1,116,000.00
1/20/2012		Wire		Wells Fargo			12,485.86
1/20/2012		Wire		Wells Fargo			2,265,000.00
1/23/2012		Wire		Wells Fargo			2,479,000.00
1/24/2012		Wire		Wells Fargo			338,000.00
1/25/2012		Wire		Wells Fargo			523,000.00
1/26/2012		Wire		Wells Fargo			916,000.00
1/27/2012		Wire		Wells Fargo			1,461,000.00
1/30/2012		Wire		Wells Fargo			2,123,000.00
1/31/2012		Wire		Wells Fargo			354,000.00
2/1/2012		Wire		Wells Fargo			696,000.00
2/1/2012		57050		Wells Fargo			34,274.38
2/2/2012		Wire		Wells Fargo			1,111,000.00
2/3/2012		Wire		Wells Fargo			1,246,000.00
2/6/2012		Wire		Wells Fargo			2,467,000.00
2/7/2012		Wire		Wells Fargo			455,000.00
2/8/2012		Wire		Wells Fargo			537,000.00
2/9/2012		Wire		Wells Fargo			925,000.00
2/10/2012		Wire		Wells Fargo			1,207,000.00
2/13/2012		Wire		Wells Fargo			4,489.99
2/13/2012		Wire		Wells Fargo			2,144,000.00
2/14/2012		Wire		Wells Fargo			312,000.00
2/15/2012		Wire		Wells Fargo			730,000.00
2/16/2012		Wire		Wells Fargo			970,000.00
2/17/2012		Wire		Wells Fargo			1,225,000.00
2/21/2012		Wire		Wells Fargo			3,576,000.00
2/22/2012		Wire		Wells Fargo			786,000.00
2/23/2012		Wire		Wells Fargo			1,055,000.00
2/24/2012		Wire		Wells Fargo			1,468,000.00
2/27/2012		Wire		Wells Fargo			2,116,147.89
2/28/2012		Wire		Wells Fargo			208,884.70
2/29/2012		Wire		Wells Fargo			311,973.30
2/29/2012		Wire		Wells Fargo			423,917.15
3/1/2012		100032		Wells Fargo			34,274.38
3/12/2012		Wire		Wells Fargo			5,118.45

 

Kapila & Company

Page 51 of 52

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Distribution Analysis Detail by Payee (Alphabetically) (See Note 1)

For the Period January 16, 2012 to April 15, 2012 (90 Day Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
4/1/2012		100411		Wells Fargo			34,274.38
4/12/2012		Wire		Wells Fargo			48,366.95
				Wells Fargo Total			39,417,207.43
2/3/2012		57164		Werts Welding & Tank Service			116.49
2/16/2012		57368		Werts Welding & Tank Service			2,467.45
2/24/2012		57451		Werts Welding & Tank Service			1,219.65
3/8/2012		100204		Werts Welding & Tank Service			920.08
3/15/2012		100308		Werts Welding & Tank Service			461.15
				Werts Welding & Tank Service Total			5,184.82
1/20/2012		56974		Westec Intelligent Surveillance			8,016.26
2/9/2012		57272		Westec Intelligent Surveillance			7,575.15
				Westec Intelligent Surveillance Total			15,591.41
1/20/2012		56975		Williams Scotsman, Inc.			406.44
2/9/2012		57275		Williams Scotsman, Inc.			406.44
3/15/2012		100310		Williams Scotsman, Inc.			406.44
				Williams Scotsman, Inc. Total			1,219.32
2/9/2012		57274		Williams, Gary G.			141.02
3/29/2012		100449		Williams, Gary G.			146.93
				Williams, Gary G. Total			287.95
1/20/2012		56976		Woodward, Peter H.			1,420.00
2/24/2012		57452		Woodward, Peter H.			686.96
3/29/2012		100450		Woodward, Peter H.			757.40
4/11/2012		100524		Woodward, Peter H.			778.42
				Woodward, Peter H. Total			3,642.78
2/9/2012		57276		Zephyrhills			315.62
3/8/2012		100205		Zephyrhills			165.41
4/11/2012		100542		Zephyrhills			308.46
				Zephyrhills Total			789.49
				Grand Total		$	116,082,034.54

 

Note 1: This schedule is subject to change as additional information becomes available or is clarified. This schedule is subject to the reconciliation of the bank records.

 

Kapila & Company

Page 52 of 52

 

 

Exhibit C

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Disbursements to Insiders (See Note 1)

For the Period April 15, 2011 to April 15, 2012 (One Year Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
7/27/2011		54588		Beard, Robert W.		$	65.99
2/3/2012		57095		Beard, Robert W.			395.00
				Beard, Robert W. Total			460.99
7/1/2011		54285		Beard, Wendell R.			10,000.00
7/1/2011		54291		Beard, Wendell R.			680.00
10/4/2011		55495		Beard, Wendell R.			1,220.00
10/6/2011		55534		Beard, Wendell R.			10,000.00
1/10/2012		56764		Beard, Wendell R.			10,000.00
1/10/2012		56765		Beard, Wendell R.			1,420.00
				Beard, Wendell R. Total			33,320.00
10/27/2011		55796		Bieniek, Linda			71.56
1/27/2012		56992		Bieniek, Linda			30.02
				Bieniek, Linda Total			101.58
6/16/2011		54018		Gathright, Richard E.			82.00
9/15/2011		55256		Gathright, Richard E.			202.50
				Gathright, Richard E. Total			284.50
7/1/2011		54284		Goldberg, Steven R.			9,000.00
7/1/2011		54290		Goldberg, Steven R.			680.00
10/4/2011		55493		Goldberg, Steven R.			1,220.00
10/6/2011		55533		Goldberg, Steven R.			9,000.00
12/1/2011		56339		Goldberg, Steven R.			84.78
12/19/2011		56547		Goldberg, Steven R.			970.96
1/10/2012		56775		Goldberg, Steven R.			4,989.33
1/12/2012		56835		Goldberg, Steven R.			316.14
1/27/2012		57040		Goldberg, Steven R.			424.29
2/24/2012		57416		Goldberg, Steven R.			564.90
				Goldberg, Steven R. Total			27,250.40
5/19/2011		53716		Koshollek, Tim			1,016.06
8/15/2011		54801		Koshollek, Tim			1,501.24
9/30/2011		55483		Koshollek, Tim			2,743.25
12/1/2011		56340		Koshollek, Tim			3,144.65
1/6/2012		56762		Koshollek, Tim			1,635.41
2/7/2012		57181		Koshollek, Tim			2,537.60
3/15/2012		100285		Koshollek, Tim			1,605.47
				Koshollek, Tim Total			14,183.68
4/21/2011		53332		Leavitt, Steve			1,529.81
4/28/2011		53414		Leavitt, Steve			653.07
5/19/2011		53665		Leavitt, Steve			3,238.24
5/27/2011		53777		Leavitt, Steve			792.80
6/16/2011		54029		Leavitt, Steve			430.02
7/14/2011		54408		Leavitt, Steve			2,699.25
7/27/2011		54559		Leavitt, Steve			1,501.45
8/11/2011		54770		Leavitt, Steve			2,017.09
9/2/2011		55096		Leavitt, Steve			1,637.26
9/30/2011		55480		Leavitt, Steve			2,902.56
11/4/2011		55947		Leavitt, Steve			3,975.40
11/23/2011		56222		Leavitt, Steve			3,419.93
1/6/2012		56716		Leavitt, Steve			1,200.85

 

Kapila & Company

Page 1 of 3

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Disbursements to Insiders (See Note 1)

For the Period April 15, 2011 to April 15, 2012 (One Year Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
2/1/2012		57083		Leavitt, Steve			2,065.47
2/9/2012		57184		Leavitt, Steve			1,255.04
2/24/2012		57425		Leavitt, Steve			3,096.99
3/15/2012		100286		Leavitt, Steve			2,776.81
4/5/2012		100498		Leavitt, Steve			1,492.72
4/11/2012		100516		Leavitt, Steve			2,174.39
				Leavitt, Steve Total			38,859.15
7/1/2011		54283		Moore, Nat			6,500.00
7/1/2011		54289		Moore, Nat			680.00
10/4/2011		55491		Moore, Nat			1,220.00
10/6/2011		55529		Moore, Nat			6,500.00
10/20/2011		55737		Moore, Nat			6,000.00
1/10/2012		56766		Moore, Nat			6,500.00
1/10/2012		56767		Moore, Nat			1,420.00
				Moore, Nat Total			28,820.00
7/1/2011		54282		Mulkey & Associates, Inc.			6,000.00
7/1/2011		54286		Mulkey & Associates, Inc.			680.00
10/4/2011		55489		Mulkey & Associates, Inc.			1,220.00
10/6/2011		55528		Mulkey & Associates, Inc.			6,000.00
1/10/2012		56768		Mulkey & Associates, Inc.			6,000.00
1/10/2012		56769		Mulkey & Associates, Inc.			1,420.00
2/16/2012		57346		Mulkey & Associates, Inc.			224.07
				Mulkey & Associates, Inc. Total			21,544.07
11/10/2011		56070		Mulkey, Larry			225.42
				Mulkey, Larry Total			225.42
3/2/2012		100113		Nat Moore Foundation			3,000.00
				Nat Moore Foundation Total			3,000.00
7/1/2011		54281		O'Connor, C. Rodney			5,000.00
7/1/2011		54292		O'Connor, C. Rodney			680.00
7/29/2011		54611		O'Connor, C. Rodney			6,864.00
10/4/2011		55487		O'Connor, C. Rodney			1,220.00
10/6/2011		55530		O'Connor, C. Rodney			5,000.00
10/20/2011		55736		O'Connor, C. Rodney			2,000.00
1/10/2012		56770		O'Connor, C. Rodney			5,000.00
1/10/2012		56771		O'Connor, C. Rodney			1,420.00
				O'Connor, C. Rodney Total			27,184.00
7/1/2011		54280		Picow, Robert S.			6,000.00
7/1/2011		54287		Picow, Robert S.			680.00
10/4/2011		55485		Picow, Robert S.			1,220.00
10/6/2011		55532		Picow, Robert S.			6,000.00
1/10/2012		56772		Picow, Robert S.			6,000.00
1/10/2012		56773		Picow, Robert S.			1,420.00
				Picow, Robert S. Total			21,320.00
11/10/2011		56101		Shore, Michael S.			1,518.30
				Shore, Michael S. Total			1,518.30
4/3/2012		100482		Smith, Mark W.			3,000.00
				Smith, Mark W. Total			3,000.00
6/3/2011		53904		Williams, Gary G.			237.21

 

Kapila & Company

Page 2 of 3

 

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

SMF Energy Corporation

Disbursements to Insiders (See Note 1)

For the Period April 15, 2011 to April 15, 2012 (One Year Period)

 

Source: Debtor's Accounting Records

Petition Date: April 15, 2012

 

						Disbursement
Date		Check No.		Payee		Amount
7/14/2011		54446		Williams, Gary G.			59.58
8/5/2011		54708		Williams, Gary G.			166.49
9/9/2011		55221		Williams, Gary G.			241.05
10/13/2011		55718		Williams, Gary G.			186.37
12/15/2011		56534		Williams, Gary G.			394.27
1/12/2012		56889		Williams, Gary G.			150.24
2/9/2012		57274		Williams, Gary G.			141.02
3/29/2012		100449		Williams, Gary G.			146.93
				Williams, Gary G. Total			1,723.16
6/10/2011		53985		Woodward, Peter H.			450.04
7/1/2011		54288		Woodward, Peter H.			680.00
7/15/2011		54464		Woodward, Peter H.			5,000.00
10/4/2011		55497		Woodward, Peter H.			1,220.00
10/6/2011		55531		Woodward, Peter H.			5,000.00
1/6/2012		56756		Woodward, Peter H.			427.32
1/10/2012		56774		Woodward, Peter H.			6,565.28
1/20/2012		56976		Woodward, Peter H.			1,420.00
2/24/2012		57452		Woodward, Peter H.			686.96
3/29/2012		100450		Woodward, Peter H.			757.40
4/11/2012		100524		Woodward, Peter H.			778.42
				Woodward, Peter H. Total			22,985.42
				Grand Total		$	245,780.67

 

Note 1: This schedule is subject to change as additional information becomes available or is clarified. This schedule is subject to the reconciliation of the bank records.

 

Kapila & Company

Page 3 of 3

 

 

EXHIBIT "D"

 

SMF ENERGY CORPORATION

Case No. 12-19084-RBR (Jointly Administered)

United States Bankruptcy Court

Southern District of Florida

Fort Lauderdale Division

 

Consolidated Liquidation Analysis

 

		Estimated Liquidation
		Value as of December
		1, 2012 (Estimated				Significant		Chapter 11 Plan
Assets Available For Distribution		Confirmation Date)				Assumptions		Estimate
Cash		$	16,100,000			1		$	16,100,000
Accounts receivable			600,000			2			600,000
Escrow for Wells Fargo			300,000			3			300,000
Real property			121,000			4			121,000
Domain names			-			5			-
Tax refunds and vendor deposits			-			6			-
Litigation claims			-			7			-
Estimated assets available for distribution			17,121,000						17,121,000
Cash available for chapter 7 administrative expenses/post confirmation administrative expenses		$	17,121,000					$	17,121,000
Chapter 7 administrative expenses/post confirmation administrative expenses
Trustee Fees			504,000			8			-
Document management and preservation			100,000			9			100,000
Professional fees			700,000			10			500,000
Total chapter 7 administrative expenses/post confirmation administrative expenses			1,304,000						600,000
Cash available for payment of chapter 11 administrative expenses		$	15,817,000					$	16,521,000
Chapter 11 administrative expenses
Estimated administrative and secured vendor claims			9,757,904			11			9,757,904
Estimated professional fees accrued and unpaid			860,000			12			860,000
Wells Fargo administrative expense claim/termination fee			300,000			3			300,000
Vendor expenses incurred and unpaid			20,000			13			20,000
U.S. Trustee fees			20,000			14			20,000
Total chapter 11 administrative expenses			10,957,904						10,957,904
Estimated net assets available for distribution to unsecured creditors		$	4,859,096					$	5,563,096
Priority claims		$	2,206,915			15		$	2,206,915
Estimated net assets available for distribution to general unsecured creditors		$	2,652,181					$	3,356,181
Convenience class creditors distribution		$	-			15		$	125,000
Estimated net assets available for distribution to remaining general unsecured creditors		$	2,652,181					$	3,231,181
General unsecured claims		$	7,336,150			15		$	7,336,150
Estimated Distribution % to general unsecured creditors *			36	%		16			46	%

 

* Distribution in a chapter 7 will be deferred until closing of the case. Chapter 11 contemplates immediate distributions on the effective date from assets available for distribution to Unsecured Creditors.

 

THE SIGNIFICANT ASSUMPTIONS ARE AN INTEGRAL PART OF THIS ANALYSIS

 

The CRO from time to time makes written or oral forward-looking statements concerning expectations, beliefs, plans, objectives, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are "forward-looking statements." Generally, the inclusion of the words "believe", "could", "should", "estimate", "expect", "intend", "anticipate", "will", "plan", "target", "forecast" and similar expressions identify statements that constitute "forward-looking statements." All statements addressing developments that the CRO expects or anticipates will occur in the future, including statements relating to values, future financial condition, assets, real property and timing of their disposition, as well as statements expressing optimism or pessimism about future results, are forward-looking statements. The forward-looking statements are based upon the CRO's then-current views and assumptions regarding future developments and are applicable only as of the dates of such statements. By their nature, all forward-looking statements involve risks and uncertainties. The CRO assumes no obligation to update or review any forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, whether as a result of new information, future events or otherwise. There can be no assurance that the CRO has correctly identified and appropriately assessed all factors affecting the Company and its assets. For these reasons, you are cautioned not to place undue reliance on any forward-looking statements.

 

Kapila & Company

Page 1 of 2

 

 

SMF ENERGY CORPORATION
Case No. 12-19084-RBR (Jointly Administered)
United States Bankruptcy Court
Southern District of Florida
Fort Lauderdale Division

 

Consolidated Liquidation Analysis
Significant Notes and Assumptions

 

 

Note
Reference	Description
1	Estimated cash available as of December 1, 2012 after payment of chapter 11 operating and administrative expenses, but excluding payment of professional fee holdbacks. See Note 12.
2	The accounts receivable balance as of December 1, 2012 is estimated to be approximately $2.4 million. It is assumed that approximately 25% or $600,000 will be collected.
3	Secured creditor Wells Fargo holds $300,000 in escrow in reserve for payment of its post-petition administrative expenses and termination fee. The Debtors, the Unsecured Creditors Committee and the Ad Hoc 503(b)(9) Committee are investigating the allowance of such administrative expenses and termination fee. As a result, the amount may be less than $300,000 and any money in escrow not used to pay the Wells Fargo professional fees or the termination fee will be available to other creditors.
4	The debtors own a commercial real estate parcel in in Tampa, Florida. The 2012 tax assessed value is $121,297
5	The debtors own certain domain names. The value of the names is unknown.
6	The debtors have filed for certain tax and vendor deposit refunds. The receipt of the refunds is contingent and therefore an estimate of the value is not included in the liquidation analysis. The amount of any refunds is not estimated to be of significant value.
7	The outcome and value of litigation claims are contingent in nature. Accordingly, an estimate of the liquidation value is not included in the analysis.
8	Chapter 7 trustee fees are estimated using the statutory fee schedule based on estimated chapter 7 disbursements. It is assumed that the chapter 11 trustee will not be compensated on effective date distributions.
9	Post confirmation costs for document management and retention and related expenses are estimated to be $100,000.
10	Professional fees to administer the chapter 7 estate are estimated to be $700,000. It is assumed that fees to administer the post confirmation chapter 11 estate would be less by approximately $200,000.
11	Certain creditors may be entitled to a 503(b)9 administrative expense claim. Based on an analysis of the claims filed with the Bankruptcy Court, these claims are estimated to be $9.3 million. The claims are subject to review by counsel and reconciliation with the debtors' records.
12	Chapter 11 professional fee holdbacks are estimated to be $460,000 as of December 1, 2012. Professional fees estimated to be incurred and unpaid for the month of October and November are $400,000.
13	Chapter 11 vendor expenses accrued and unpaid as of November 1, 2012 are estimated to be $20,000.
14	United States trustee fees accrued and unpaid as of November 1, 2012 are estimated to be $20,000.
15	Administrative, priority and general unsecured claims are based on scheduled and filed claim amounts reduced by $125,000 for convenience class election creditors. The claims include disputed claims at the full filed claim amount. Filed claims include claims that are unliquidated. If the unliquidated claims are allowed, it will reduce the estimated distribution to creditors.
16	The percentages contained herein are for illustrative purposes only based on information available as of the date of this analysis. There are no assurances that the percentage recovery to creditors stated in this analysis will be the actual recovery to creditors. It is possible that the amount of claims may increase or decrease on or before the respective Bar Date and thus, such distribution percentages may vary significantly.

 

Kapila & Company

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