EX-99.1

EX-99.1 2 d553753dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA


In Re:			CHAPTER 11 (BUSINESS)
	First Regional Bancorp		Case Number:	2:12-bk-31372-ER
			Operating Report Number:	12
		Debtor(s).	For the Month Ending:	5/31/2013

I. CASH RECEIPTS AND DISBURSEMENTS

A. (GENERAL ACCOUNT*)


1.	TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS			1,218,497.01

2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL			1,014,597.16
	ACCOUNT REPORTS

3.	BEGINNING BALANCE:			203,899.85

4.	RECEIPTS DURING CURRENT PERIOD:
	Accounts Receivable—Post-filing		0.00
	Accounts Receivable—Pre-filing		0.00
	General Sales		0.00
	Other (Specify)		0.00
	**Other (Specify)		0.00

	TOTAL RECEIPTS THIS PERIOD:			0.00


5.	BALANCE:			203,899.85

6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	Transfers to Other DIP Accounts (from page 2)		0.00
	Disbursements (from page 2)		12,777.68

	TOTAL DISBURSEMENTS THIS PERIOD:***			12,777.68


7.	ENDING BALANCE:			191,122.17

8.	General Account Number(s):	XXXXXX2513
		National Bank of California
	Depository Name & Location:	12121 Wilshire Boulevard
		Los Angeles CA 90025

*	All receipts must be deposited into the general account.

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

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

Page 1 of 16

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

Date
mm/dd/yyyy

Check
Number

Payee or DIP
account

Purpose

*Amount
Transfered

**Amount
Disbursed

Amount

5/1/2013

Auto

10 Dollar Payroll

Payroll processing fee

45.00

5/3/2013

Auto

10 Dollar Payroll

May payroll

6,275.21

5/9/2013

Auto

10 Dollar Payroll

Payroll taxes

3,628.77

5/9/2013

Auto

10 Dollar Payroll

Payroll taxes

861.02

5/22/2013

1025

Computershare

Shareholder accounting

1,170.68

5/31/2013

1026

R. R. Donnelley

Form 8-K Edgarization

797.00

TOTAL DISBURSEMENTS THIS PERIOD:

0.00

12,777.68

$0.00

*	Fill in amounts in this column if they are TRANSFERS to another DIP account (e.g. Payroll or Tax); the “amount” column will be filled in for you.

**	Fill in amounts in this column if they are DISBURSEMENTS to outside payees; the “amount” column will be filled in for you.

Page 2 of 16

GENERAL ACCOUNT

BANK RECONCILIATION


	Bank statement Date:	5/31/2013	Balance on Statement:	$191,919.17

Plus deposits in transit (a):
		Deposit Date	Deposit Amount






TOTAL DEPOSITS IN TRANSIT				0.00

Less Outstanding Checks (a):

	Check Number	Check Date	Check Amount
	1026	5/31/2013	797.00























TOTAL OUTSTANDING CHECKS:				797.00

Bank statement Adjustments:				0.00
Explanation of Adjustments-





ADJUSTED BANK BALANCE:				$191,122.17

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

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

Page 3 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

B. (PAYROLL ACCOUNT)


1.	TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		0.00

2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL		0.00
	ACCOUNT REPORTS

3.	BEGINNING BALANCE:		0.00

4.	RECEIPTS DURING CURRENT PERIOD:		0.00
	(Transferred from General Account)

5.	BALANCE:		0.00

6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TOTAL DISBURSEMENTS THIS PERIOD:***		0.00

7.	ENDING BALANCE:		0.00

8.	PAYROLL Account Number(s):	XXXXXX2505
		National Bank of California
	Depository Name & Location:	12121 Wilshire Boulevard
		Los Angeles CA 90025

Page 4 of 16

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD


Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount











































TOTAL DISBURSEMENTS THIS PERIOD:					0.00

Page 5 of 16

PAYROLL ACCOUNT

BANK RECONCILIATION


	Bank statement Date:	5/31/2013	Balance on Statement:	$0.00

Plus deposits in transit (a):
		Deposit Date	Deposit Amount






TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):

	Check Number	Check Date	Check Amount
























TOTAL OUTSTANDING CHECKS:				0.00

Bank statement Adjustments:
Explanation of Adjustments-



ADJUSTED BANK BALANCE:				$0.00

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

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

Page 6 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

C. (TAX ACCOUNT)


1.	TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS		0.00

2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR TAX		0.00
	ACCOUNT REPORTS

3.	BEGINNING BALANCE:		0.00

4.	RECEIPTS DURING CURRENT PERIOD:		0.00
	(Transferred from General Account)

5.	BALANCE:		0.00

6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TOTAL DISBURSEMENTS THIS PERIOD:***		0.00

7.	ENDING BALANCE:		0.00

8.	TAX Account Number(s):	XXXXXX2521
		National Bank of California
	Depository Name & Location:	12121 Wilshire Boulevard
		Los Angeles CA 90025

Page 7 of 16

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD


Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount











































TOTAL DISBURSEMENTS THIS PERIOD:					0.00

Page 8 of 16

TAX ACCOUNT

BANK RECONCILIATION


	Bank statement Date:	5/31/2013	Balance on Statement:	$0.00

Plus deposits in transit (a):
		Deposit Date	Deposit Amount






TOTAL DEPOSITS IN TRANSIT				0.00

Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
























TOTAL OUTSTANDING CHECKS:				0.00

Bank statement Adjustments:
Explanation of Adjustments-



ADJUSTED BANK BALANCE:				$0.00

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

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

Page 9 of 16

I. D SUMMARY SCHEDULE OF CASH


ENDING BALANCES FOR THE PERIOD:
(Provide a copy of monthly account statements for each of the below)

	General Account:	191,122.17
	Payroll Account:	0.00
	Tax Account:	0.00
*Other Accounts:	Checking account #XXXXXX7858	775,000.00
	Manufacturers Bank, 515 South Figueroa Street,
	Los Angeles CA 90071
*Other Monies:
	**Petty Cash (from below):	0.00
TOTAL CASH AVAILABLE:			966,122.17

Petty Cash Transactions:
Date	Purpose	Amount























TOTAL PETTY CASH TRANSACTIONS:			0.00

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

**	Attach Exhibit Itemizing all petty cash transactions

Page 10 of 16

II. STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS


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






















TOTAL DUE:				0.00

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:
		Gross Sales Subject to Sales Tax:		0.00
		Total Wages Paid:		10,000.00

		Total Post-Petition Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
	Federal Withholding
	State Withholding
	FICA- Employer’s Share
	FICA- Employee’s Share
	Federal Unemployment
	Sales and Use
	Real Property
Other:
	TOTAL:	0.00	0.00

Page 11 of 16


IV. AGING OF ACCOUNTS PAYABLE AND RECEIVABLE


					*Accounts Payable Post-Petition		Accounts Receivable
					*Accounts Payable Post-Petition		Pre-Petition		Post-Petition
				30 days or less
				31 - 60 days
				61 - 90 days
				91 - 120 days
				Over 120 days
				TOTAL:		0.00		0.00	0.00

V. INSURANCE COVERAGE


			Name of Carrier		Amount of Coverage		Policy Expiration Date		Premium Paid Through (Date)
		General Liability		Sentinel Insurance		2,000,000.00		6/19/2013	6/19/2013
		Worker’s Compensation		Hartford Insurance		1,000,000.00		6/19/2013	6/19/2013
		Casualty
		Vehicle
Others:


VI. UNITED STATES TRUSTEE QUARTERLY FEES
(TOTAL PAYMENTS)


Quarterly Period Ending (Date)	Total Disbursements		Quarterly Fees		Date Paid		Amount Paid		Quarterly Fees Still Owing
6/30/2012		0.00		325.00		8/10/2012		325.00	0.00
9/30/2012		43,910.54		650.00		10/15/2012		650.00	0.00
12/31/2012		89,206.37		975.00		1/18/2013		975.00	0.00
3/31/2013		92,840.54		975.00		4/19/2013		975.00	0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
									0.00
				2,925.00				2,925.00	0.00

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

Page 12 of 16

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS


Name of Insider	Date of Order Authorizing Compensation	*Authorized Gross Compensation	Gross Compensation Paid During the Month
Thomas McCullough	7/16/2012	$10,000 per month	10,000.00

VIII. SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS


Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
			0.00

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

Page 13 of 16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)


	Current Month			Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue		0.00			0.00
Less: Returns/Discounts		0.00			0.00
Net Sales/Revenue		0.00			0.00
Cost of Goods Sold:
Beginning Inventory at cost		0.00			0.00
Purchases		0.00			0.00
Less: Ending Inventory at cost		0.00			0.00
Cost of Goods Sold (COGS)		0.00			0.00

Gross Profit		0.00			0.00
Other Operating Income (Itemize)		0.00			0.00
Operating Expenses:
Payroll—Insiders		10,000.00			120,000.00
Payroll—Other Employees		0.00			0.00
Payroll Taxes		765.00			8,808.96
Other Taxes (Itemize)		0.00			1,700.00
Depreciation and Amortization		0.00			0.00
Rent Expense—Real Property		1,000.00			12,000.00
Lease Expense—Personal Property		0.00			0.00
Insurance		0.00			1,093.00
Real Property Taxes		0.00			0.00
Telephone and Utilities		0.00			0.00
Repairs and Maintenance		0.00			0.00
Travel and Entertainment (Itemize)		0.00			0.00
Miscellaneous Operating Expenses (Itemize)		2,012.68			17,827.88
Total Operating Expenses		13,777.68			161,429.84

Net Gain/(Loss) from Operations		(13,777.68	)		(161,429.84	)
Non-Operating Income:
Interest Income		0.00			0.00
Net Gain on Sale of Assets (Itemize)		0.00			0.00
Other (Itemize)		0.00			0.00
Total Non-Operating income		0.00			0.00
Non-Operating Expenses:
Interest Expense		0.00			0.00
Legal and Professional (Itemize) Estimated subject to adjustment		41,000.00			415,018.83
Other (Itemize)		0.00			2,925.00
Total Non-Operating Expenses		41,000.00			417,943.83

NET INCOME/(LOSS)		(54,777.68	)		(579,373.67	)

(Attach exhibit listing all itemizations required above)

Page 14 of 16

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)


ASSETS	Current Month End
Current Assets:
Unrestricted Cash	966,122.17
Restricted Cash	0.00
Accounts Receivable	0.00
Inventory	0.00
Notes Receivable	0.00
Prepaid Expenses	10,000.00
Other (Itemize)	0.00
Total Current Assets			976,122.17
Property, Plant, and Equipment	0.00
Accumulated Depreciation/Depletion	0.00
Net Property, Plant, and Equipment			0.00
Other Assets (Net of Amortization):
Due from Insiders	0.00
Other (Itemize)	0.00
Total Other Assets			0.00

TOTAL ASSETS			976,122.17
LIABILITIES
Post-petition Liabilities:
Accounts Payable	6,000.00
Taxes Payable	0.00
Notes Payable	0.00
Professional fees	75,018.83
Secured Debt	0.00
Other (Itemize)	0.00
Total Post-petition Liabilities			81,018.83
Pre-petition Liabilities:
Secured Liabilities	0.00
Priority Liabilities	0.00
Unsecured Liabilities	97,500,000.00
Other (Itemize)
Total Pre-petition Liabilities			97,500,000.00

TOTAL LIABILITIES			97,581,018.83
EQUITY:
Pre-petition Owners’ Equity	(96,025,522.99	)
Post-petition Profit/(Loss)	(579,373.67	)
Direct Charges to Equity	0.00
TOTAL EQUITY			(96,604,896.66	)

TOTAL LIABILITIES & EQUITY			976,122.17

Page 15 of 16

XI. QUESTIONNAIRE


		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court? If “Yes”, explain below:	x	¨


		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization? If “Yes”, explain below:	x	¨


3.	State what progress was made during the reporting period toward filing a plan of reorganization Debtor’s Petition was filed on 6/19/2012. The Debtor filed a liquidating chapter 11 plan of reorganization on 9/25/2012. Following a hearing held on January 10, 2013, the Court approved the Debtor’s Disclosure Statement in support of its First Amended Chapter 11 Plan of Reorganization. At a hearing to consider confirmation of the Debtor’s Amended Chapter 11 Plan of Liquidation on May 23, 2013, the Court confirmed the Plan.


4.	Describe potential future developments which may have a significant impact on the case: Debtor is currently investigating potential causes of action for avoidance of pre-petition transfers and for potential recovery of assets.

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

		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report? If “Yes”, please set forth the amounts and sources of the income below.	x	¨


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


				June 12, 2013				/s/ Thomas E. McCullough
				Date				Principal for debtor-in-possession

Page 16 of 16


Exhibit

IX. PROFIT AND LOSS STATEMENT

Other Taxes

03/14/13	Franchise Tax Board	$	1,700.00

		$	1,700.00
Miscellaneous Operating Expenses
07/05/12	Check printing charge	$	42.87
07/31/12	Payroll processing fee	$	0.60
09/04/12	Payroll processing fee	$	10.00
10/01/12	Payroll processing fee	$	10.00
10/15/12	Stock transfer agent fee	$	3,411.41
10/31/12	Account service charge	$	20.00
11/01/12	Reverse account service charge	-$	20.00
11/01/12	Payroll processing fee	$	10.00
11/05/12	Payroll processing fee	$	35.00
11/19/12	Stock transfer agent fee	$	1,136.79
11/19/12	Form 8-K Edgarization	$	461.00
12/03/12	Payroll processing fee	$	10.00
12/13/12	Stock transfer agent fee	$	1,167.17
01/02/13	Payroll processing fee	$	10.00
01/07/13	Form 8-K Edgarization	$	717.00
01/18/13	Stock transfer agent fee	$	1,166.37
01/23/13	Payroll processing fee	$	84.00
01/31/13	Form 8-K Edgarization	$	1,055.00
01/31/13	Form 8-K Edgarization	$	717.00
02/01/13	Payroll processing fee	$	45.00
02/12/13	Stock transfer agent fee	$	1,167.84
03/05/13	Payroll processing fee	$	10.00
03/22/13	Form 8-K Edgarization	$	854.00
03/22/13	Stock transfer agent fee	$	1,169.44
03/28/13	Form 8-K Edgarization	$	625.00
04/01/13	Payroll processing fee	$	10.00
04/19/13	Stock transfer agent fee	$	1,172.71
04/26/13	Form 8-K Edgarization	$	717.00
05/01/13	Payroll processing fee	$	45.00
05/22/13	Stock transfer agent fee	$	1,170.68
05/31/13	Form 8-K Edgarization	$	797.00

		$	17,827.88
Other Non-operating Expenses
08/10/12	U.S. Trustee Fee	$	325.00
10/15/12	U.S. Trustee Fee	$	650.00
01/18/13	U.S. Trustee Fee	$	975.00
04/19/13	U.S. Trustee Fee	$	975.00

		$	2,925.00