19-10384-shl Doc 612 Filed 06/28/19 Entered 06/28/19 18:48 ...

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re: Trident Holding Company, LLC, et al. (1)

Case No.: 19-10384 (SHL)

Debtors Reporting Period: May 1, 2019 - May 31, 2019

Form No. Document

Attached

Explanation

Attached

MOR-1 X

MOR-1a X

MOR-1b X

MOR-2 X

MOR-3 X

MOR-4 X

MOR-4 X

MOR-5 X

MOR-6 X

MOR-7 X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Signature of Debtor Date:

Signature of Joint Debtor Date:

By: /s/ David F. Smith, III 6/28/2019

Signature of Authorized Individual Date:

David F. Smith, III Chief Financial Officer

Printed Name of Authorized Individual Title of Authorized Individual

(1) This Monthly Operating Report for the aforementioned reporting period includes the Debtors that filed Chapter 11 voluntary petition on February 10, 2019. Refer to

Exhibit A of the MOR notes for a listing of the Debtors and their respective tax identification numbers. The address of the Debtors’ corporate headquarters is 930

Ridgebrook Road, 3rd Floor, Sparks, MD 21152.

Debtor Questionnaire

Status of Unpaid Postpetition Debts

Accounts Receivable Reconciliation and Aging

Payments to Insiders and Professionals

Balance Sheet

Status of Postpetition Taxes

CORPORATE MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS

Schedule of Cash Receipts and Disbursements

Schedule of Bank Account Balances

Schedule of Cash Disbursements

Statement of Operations

1

19-10384-shl Doc 612 Filed 06/28/19 Entered 06/28/19 18:48:54 Main Document Pg 1 of 16

CERTIFICATION REGARDING CASH DISBURSEMENTS AND COMPLIANCE AND PAYMENT OF POSTPETITION TAXES AND

INSURANCE I, David F. Smith, III, Chief Financial Officer of Trident Holding Company, LLC et al. (the “Debtors”)(1), hereby certify as follows:

1. Included in MOR-1a is a schedule of the Debtors’ bank accounts, by account number, along with the closing balances. Account statements for these accounts have been provided to the United States Trustee.

2. To the best of my knowledge and belief, all disbursements made during the reporting

period in satisfaction of prepetition liabilities were made under authority of an order entered by the Bankruptcy Court.

3. To the best of my knowledge and belief, the Debtors have filed all necessary tax returns and are current on all postpetition taxes, or are in the process of remediating any immaterial late filings or payments.

4. To the best of my knowledge and belief, the Debtors are current on all payments of

insurance premiums and coverage under the Debtors’ policies remains in full force and effect.

By: /s/ David F. Smith III Name: David F. Smith, III Title: Chief Financial Officer

2


GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODOLOGY, AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING

REPORT

On February 10, 2019 (the “Petition Date”), the Debtors each commenced voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

The Debtors continue to operate their businesses and manage their properties as Debtors and Debtors-in-Possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors’ cases have been consolidated for procedural purposes only and are being jointly administered under case number 19-10384 (SHL).

General Methodology. The Debtors are filing their monthly operating report (“MOR”) solely for purposes of complying with the monthly operating requirements applicable in the Debtors’ chapter 11 cases. The financial information contained herein is unaudited. The MOR should not be relied upon by any persons for information relating to current or future financial conditions, events, or performance of any of the Debtors, as the results of operations contained herein are not necessarily indicative of results which may be expected from any other period or for the full year, and may not necessarily reflect the results of operations, financial position, and schedule of receipts and disbursements in the future. There can be no assurance that the information contained herein is complete, and the MOR may be subject to revision. The following notes, statements, and limitations should be referred to, and referenced in connection with, any review of the MOR.

Basis of Presentation. In preparing the MOR, the Debtors relied on financial data derived from their books and records available at the time of preparation. Nevertheless, in preparing the MOR, the Debtors made reasonable efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein. Subsequent information or discovery may result in material changes to the MOR and errors or omissions may exist. Notwithstanding any such discovery, new information, or errors or omissions, the Debtors do not undertake any obligation or commitment to update the MOR.

The MOR has not been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and does not include all of the information and footnotes required by U.S. GAAP. Although the MOR may, at times, incorporate information prepared in accordance with U.S. GAAP, the MOR neither purports to represent nor reconcile to financial statements otherwise prepared and/or distributed by the Debtors in accordance with U.S. GAAP or otherwise. Certain revenues and expenses resulting from the reorganization may be included in the Debtors’ operating activity, versus reported separately as Reorganization Items. Therefore, there can be no assurance that the financial information presented herein is complete, and readers are strongly cautioned not to place undue reliance on the MOR.

3


The results of operations contained herein are not necessarily indicative of results that may be expected from any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future. The Debtors record and report results of operations and financial transactions at the Accounting Entity (“Accounting Entity”) level, which does not always correspond to, or reflect activity at, an individual Debtor. In certain instances, the Accounting Entity where transactions are recorded represents the financial activities of multiple Debtors. Thus, certain MOR Schedules are presented by Accounting Entity versus by individual Debtors. For example, the books and records maintained at the Accounting Entity “Diagnostic Laboratories” or “DL” (which is the accounting entity for the Debtor Kan-Di-Ki LLC) represents the activity of four separate Debtors: Community Mobile Diagnostics, LLC; Community Mobile Ultrasound, LLC; MDX-MDL Holdings, LLC; and Kan-Di-Ki LLC. The activity for these four Debtors is reflected together under the “DL” Accounting Entity field. Likewise, the financial information reported at the Accounting Entity “Schryver” or “SM2” (which is the accounting entity for the Debtor Schryver Medical Sales and Marketing, LLC) represents the activity of three Debtors: Main Street Clinical Laboratory, Inc.; MetroStat Clinical Laboratory – Austin, Inc.; and Schryver Medical Sales and Marketing, LLC. Seven of the Debtors (American Diagnostics Services, Inc., JLMD Manager, LLC, MX USA, LLC, Symphony Diagnostic Services No. 1, LLC, TridentUSA Mobile Clinical Services, LLC, TridentUSA Mobile Infusion Services, LLC, and U.S. Lab & Radiology, Inc.) maintain separate books and records. The remaining nine Debtors (FC Pioneer Holding Company, LLC, Trident Holding Company, LLC, New Trident Holdcorp, Inc., MX Holdings, LLC, Diagnostic Labs Holdings, LLC, Rely Radiology Holdings, LLC, Trident Clinical Services Holdings, Inc., Trident Clinical Services Holdings, LLC, and TridentUSA Foot Care Services LLC) have no business activity and therefore do not maintain books and records. Combined Entity Accounts Payable and Disbursement Systems. Cash is received and disbursed by the Debtors as described in the FINAL ORDER SIGNED ON 3/8/2019, (I) AUTHORIZING CONTINUED USE OF EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, AND BUSINESS FORMS AND PAYMENT OF RELATED PREPETITION OBLIGATIONS; (II) MODIFYING CERTAIN DEPOSIT REQUIREMENTS; AND (III) AUTHORIZING CONTINUANCE OF INTERCOMPANY TRANSACTIONS AND HONORING CERTAIN RELATED PREPETITION OBLIGATIONS (Docket # 164) and is consistent with the Debtors’ historical cash management practices. Debtor-in-Possession Financing. On March 8, 2019, the Debtors received final authorization from the Bankruptcy Court to access $50 million of Debtor-in-Possession financing pursuant to the FINAL ORDER SIGNED ON 3/8/2019, (I) AUTHORIZING THE DEBTORS (A) TO OBTAIN POST-PETITION FINANCING, AND (B) TO UTILIZE CASH COLLATERAL; AND (II) GRANTING ADEQUATE PROTECTION TO PRE-PETITION SECURED PARTIES (Docket #166) (the “DIP Order”). Please see the DIP Order for additional detail.

4


Payment of Prepetition Claims Pursuant to First Day Orders. The Bankruptcy Court entered orders (the “First Day Orders”) authorizing, but not directing, the Debtors to, among other things, pay certain prepetition (a) insurance obligations, (b) employee wages, salaries, and related items, (c) obligations related to the provision of utility services, and (d) taxes and assessments. If any payments were made on account of such claims following the commencement of these chapter 11 cases pursuant to the authority granted to the Debtors by the Bankruptcy Court under the First Day Orders, such payments have been included in the MOR unless otherwise noted. Liabilities Subject to Compromise. The Debtors’ balance sheet distinguishes the presentation of liabilities between liabilities subject to compromise and liabilities not subject to compromise. Liabilities subject to compromise exclude certain contingent and unliquidated liabilities which are either not probable or not able to be reasonably estimated as of the reporting period, or both. The Debtors’ balance sheet reflects estimated values which are subject to further revision, reconciliation, and ultimate agreement with the final claims register. A plan of reorganization could materially change the amounts reported in the enclosed financial statements. Reservation of Rights. The Debtors reserve all rights to amend or supplement the MOR in all respects, as may be necessary or appropriate, but shall be under no obligation to do so. Nothing contained in the MOR shall constitute a waiver of any of the Debtors’ rights or an admission with respect to their chapter 11 cases. Reorganization Items. Expenses and income directly associated with the Debtors’ chapter 11 cases are reported separately in the income statement as reorganization items. Reorganization items primarily include expenses related to legal advisory, professional consulting and advisory services and United States Trustee fees.

5


EXHIBIT A – Listing of Debtors

Case Number Debtor Last 4 Digits of EIN

19-10383 MDX-MDL Holdings, LLC 2605 19-10384 Trident Holding Company, LLC 6396 19-10385 American Diagnostics Services, Inc. 2771 19-10386 Community Mobile Diagnostics, LLC 9341 19-10387 Community Mobile Ultrasound, LLC 3818 19-10388 Diagnostic Labs Holdings, LLC 8024 19-10389 FC Pioneer Holding Company, LLC 6683 19-10390 JLMD Manager, LLC 8470 19-10391 Kan-Di-Ki LLC 6100 19-10392 Main Street Clinical Laboratory, Inc. 0907 19-10393 MetroStat Clinical Laboratory – Austin, Inc. 4366 19-10394 MX Holdings, LLC 8869 19-10395 MX USA, LLC 4885 19-10396 New Trident Holdcorp, Inc. 4913 19-10397 Rely Radiology Holdings, LLC 3284 19-10398 Schryver Medical Sales and Marketing, LLC 9620 19-10399 Symphony Diagnostic Services No. 1, LLC 8980 19-10400 Trident Clinical Services Holdings, Inc. 6262 19-10401 Trident Clinical Services Holdings, LLC 1255 19-10402 TridentUSA Foot Care Services LLC 3787 19-10403 TridentUSA Mobile Clinical Services, LLC 0334 19-10404 TridentUSA Mobile Infusion Services, LLC 5173 19-10405 U.S. Lab & Radiology, Inc. 4988

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Case No.: 19-10384 (SHL)


MOR-1: SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

($ in US Dollars)

Accounting Entity: DL MBXMBX - Restricted

Cash (2) ADS USL SM2 TMC MXU MGR MIS N/A

Debtor(s):

Kan-Di-Ki LLC;

Community Mobile

Diagnostics, LLC;

Community Mobile

Diagnostics, LLC;

Community Mobile

Ultrasound, LLC

Symphony

Diagnostic Services

No. 1, LLC

Symphony

Diagnostic Services

No. 1, LLC

American

Diagnostics

Services, Inc.

U.S. Lab &

Radiology, Inc.

Schryver Medical

Sales and

Marketing, LLC;

Community Mobile

Ultrasound, LLC;

MetroStat Clinical

Laboratory –

Austin, Inc.

TridentUSA

Mobile Clinical

Services, LLC

MX USA, LLCJLMD Manager,

LLC

TridentUSA

Mobile Infusion

Services, LLC

Holding /

Non-Operating

Entities

Case Number(s):

19-10391; 19-

10386; 19-10383;

19-10387

19-10399 19-10399 19-10385 19-1040519-10398; 19-

10392; 19-1039319-10403 19-10395 19-10390 19-10404

19-10389; 19-

10384; 19-10396;

19-10394; 19-

10388; 19-10397;

19-10400; 19-

10401; 19-10402

CURRENT

MONTH ACTUAL

(TOTAL OF ALL

ACCOUNTS)

Cash at Beginning of Period 4,341,828 8,345,936 13,477,819 424,671 1,767,196 5,999,006 1,676,788 39,582,831 235 - - 75,616,310

Receipts

Total Cash Receipts 8,771,302 19,363,912 - 1,611,865 3,817,823 5,350,631 1,073,322 - - - - 39,988,855

Intercompany Receipts 4,700,000 13,518,849 - - - 2,000,000 - - - - - 20,218,849

Non-Operating Inflows - - - - - - - - - - - -

Total Cash Receipts 13,471,302 32,882,761 - 1,611,865 3,817,823 7,350,631 1,073,322 - - - - 60,207,705

Disbursements

Operating Cash Disbursements (3) 14,395,471 25,622,856 - 115,930 9,094 1,258,188 174,327 - - - - 41,575,866

Non-Operating Cash Disbursements 19,387 210,118 - 40 - 796 - - - - - 230,341

Intercompany Transfers 2,000,000 - - 1,250,000 5,521,190 9,700,000 1,747,659 - - - - 20,218,849

Interest Payments and Fees - 1,628,551 - - - 30,000 - - - - - 1,658,551

UCC Professionals - 641,971 - - - - - - - - - 641,971

Other Professional Fees - 2,854,453 - - - - - - - - - 2,854,453

Other Restructuring Disbursements - 295,061 - - - - - - - - - 295,061

Total Disbursements 16,414,858 31,253,010 - 1,365,970 5,530,284 10,988,984 1,921,986 - - - - 67,475,092

Net Cash Flow

Net Cash Flow (Total Receipts less Total

Disbursements)

(2,943,556) 1,629,752 - 245,896 (1,712,462) (3,638,353) (848,664) - - - - (7,267,387)

Net Cash Flow From DIP Loan - - - - - - - - - - - -

Voided Prepetition Check Float - - - - - - - - - - - -

Cash at End of Period 1,398,272 9,975,688 13,477,819 670,567 54,734 2,360,653 828,125 39,582,831 235 - - 68,348,923

Outstanding Check Float and Deposits in Transit 993,563 2,261,041 1,750 28,460 282,689 718,483 7,002 - - - - 4,292,988

Bank Cash at End of Period $ 2,391,834 $ 12,236,729 $ 13,479,569 $ 699,027 $ 337,423 $ 3,079,136 $ 835,126 $ 39,582,831 $ 235 $ - $ - $ 72,641,911

(2) The Restricted Cash accounts for Debtor Symphony Diagnostic Services No 1, LLC (19-10399) are reported separately. These bank accounts include the collateral cash deposits related to the Debtors' workers' compensation programs.

(3) Includes payments to personal credit card provider made through reimbursement to an employee.

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Case No.: 19-10384 (SHL)


MOR-1a: SCHEDULE OF BANK ACCOUNT BALANCES

($ in US Dollars)

Accounting Entity Legal Entity Case No. Bank Name Account DescriptionLast 4 Digits of

Account Number

Bank Balance as of

5/31/2019

ADS American Diagnostics Services, Inc. 19-10385 M&T Bank Operations 9530 698,960

ADS American Diagnostics Services, Inc. 19-10385 M&T Bank Depository 9327 -

ADS American Diagnostics Services, Inc. 19-10385 M&T Bank Depository 5851 -

ADS American Diagnostics Services, Inc. 19-10385 M&T Bank Dormant Operations 5843 67

Subtotal ADS $ 699,027

DL Community Mobile Ultrasound LLC 19-10387 Bank of the West Depository 5631 57,884

DL Community Mobile Ultrasound LLC 19-10387 Bank of the West Depository 3068 (11)

DL Community Mobile Ultrasound LLC 19-10387 Bank of the West Depository 6084 61

DL Community Mobile Ultrasound LLC 19-10387 Bank of the West Depository 9601 570,075

DL Kan-Di-Ki, LLC 19-10391 Cathay Bank Depository 4416 0

DL Kan-Di-Ki, LLC 19-10391 Cathay Bank Operations 6532 (4) 1,636,814

DL Kan-Di-Ki, LLC 19-10391 Cathay Bank Dormant Payroll 6672 0

DL Kan-Di-Ki, LLC 19-10391 Cathay Bank Payroll 2240 0



DL Kan-Di-Ki, LLC 19-10391 Cathay Bank Dormant Depository 4772 -

DL MDX-MDL Holdings, LLC 19-10383 Wells Fargo Depository 5203 52,431

DL MDX-MDL Holdings, LLC 19-10383 Wells Fargo Depository 5211 74,579

Subtotal DL $ 2,391,834

MBX Trident Holding Company LLC (5) 19-10384 M&T Bank

Adequate Assurance

Utility Deposit8058 415,050

MBX Symphony Diagnostic Services No 1, LLC 19-10399 M&T Bank Checking 1934 102,000

MBX Symphony Diagnostic Services No 1, LLC 19-10399 M&T Bank Operations 2059 11,522,056

MBX Symphony Diagnostic Services No 1, LLC 19-10399 M&T Bank Payroll 2067 -

MBX Symphony Diagnostic Services No 1, LLC 19-10399 M&T Bank Depository 7542 -

MBX Symphony Diagnostic Services No 1, LLC 19-10399 M&T Bank Depository 7550 -

MBX Symphony Diagnostic Services No 1, LLC 19-10399 M&T Bank Credit Card Collateral 2771 20,000

MBX Symphony Diagnostic Services No 1, LLC 19-10399 Wells Fargo Operations 3380 177,622

Subtotal MBX $ 12,236,729

MGR JLMD Manager LLC 19-10390 Cathay Bank Depository 7490 235

Subtotal MGR $ 235

MXU Trident Holding Company LLC (6) 19-10384 M&T Bank Checking 2649 274,314

MXU MX USA, Inc. 19-10395 M&T BankDIP Segregated Cash

Account5746 39,308,517

Subtotal MXU $ 39,582,831

MIS TridentUSA Mobile Infusion Services, LLC 19-10404 PNC Bank Depository 4491 -

Subtotal MIS $ -

SM2 On Site Imaging Solutions Inc. 19-10398 Regions Bank Dormant Depository 6252 10,305

SM2 Quality Mobile X-Ray Services, Inc. 19-10398 Regions Bank Operations 9471 14,612

SM2 Community Portable X Ray LLC 19-10398 UMB Bank Depository 0109 -

SM2 Community Portable X Ray LLC 19-10398 UMB Bank Depository 0095 -

SM2 Community Portable X Ray LLC 19-10398 UMB Bank Dormant Operations 2066 -

SM2 Main Street Clinical Laboratory Inc. 19-10392 UMB Bank Depository 5053 -

SM2 Main Street Clinical Laboratory Inc. 19-10392 UMB Bank Depository 5096 -

SM2 Metrostat Clinical Laboratory-Austin Inc 19-10393 UMB Bank Depository 0087 -

SM2 Metrostat Clinical Laboratory-Austin Inc 19-10393 UMB Bank Depository 0079 -

SM2 On Site Imaging Solutions Inc. 19-10398 UMB Bank Depository 5061 -

SM2 On Site Imaging Solutions Inc. 19-10398 UMB Bank Depository 5118 -

SM2 Quality Mobile X-Ray Services, Inc. 19-10398 UMB Bank Depository 5045 -

SM2 Quality Mobile X-Ray Services, Inc. 19-10398 UMB Bank Depository 5088 -

SM2 Schryver Medical Sales and Marketing, LLC 19-10398 UMB Bank Depository 3644 -

SM2 Schryver Medical Sales and Marketing, LLC 19-10398 UMB Bank Operations 4964 3,054,218

SM2 Schryver Medical Sales and Marketing, LLC 19-10398 UMB Bank Payroll 3652 -

Subtotal SM2 $ 3,079,136

8



Case No.: 19-10384 (SHL)


MOR-1a: SCHEDULE OF BANK ACCOUNT BALANCES

($ in US Dollars)


Account Number

Bank Balance as of

5/31/2019

TMC TridentUSA Mobile Clinical Services, LLC 19-10403 PNC Bank Operations 6457 835,126

TMC TridentUSA Mobile Clinical Services, LLC 19-10403 PNC Bank Depository 6537 -

TMC TridentUSA Mobile Clinical Services, LLC 19-10403 PNC Bank Depository 3278 -

Subtotal TMC $ 835,126

USL U.S. Lab & Radiology Inc. 19-10405 Bank of America Depository 5306 1,698

USL U.S. Lab & Radiology Inc. 19-10405 Bank of America Depository 5296 11,974

USL U.S. Lab & Radiology Inc. 19-10405 Bank of America Operations 5157 1,648

USL U.S. Lab & Radiology Inc. 19-10405 Bank of America Dormant Payroll 5144 411

USL U.S. Lab & Radiology Inc. 19-10405 Citizens Bank Depository 6968 110,931

USL U.S. Lab & Radiology Inc. 19-10405 Citizens Bank Depository 7018 47

USL U.S. Lab & Radiology Inc. 19-10405 Citizens Bank Operations 5821 34,108




Subtotal USL $ 337,423

Total Operating

Accounts $ 59,162,342

Sub-Schedule: Restricted Cash


Account Number

Bank Balance as of

5/31/2019

MBX Symphony Diagnostic Services No 1, LLC 19-10399 Wells Fargo CD for Zurich American 9586 1,828,084

MBX Symphony Diagnostic Services No 1, LLC 19-10399 Wells Fargo CD for CNA 7337 9,824,735

MBX Trident Holding Company LLC (7) 19-10384 Wells Fargo Zurich Trust 5200 1,826,750

Subtotal MBX $ 13,479,569

Total Restricted Cash

Accounts $ 13,479,569

Grand Total $ 72,641,911

(5) The legal entity on this account is Trident Holding Company, LLC (19-10384); however, the bank account balance is reported at the MBX Accounting Entity.

(6) The legal entity on this account is Trident Holding Company, LLC (19-10384); however, the bank account balance is reported at the MXU Accounting Entity.

(7) The legal entity on this account is Trident Holding Company, LLC (19-10384); however, the bank account balance is reported at the MBX Accounting Entity.

(4) As set forth in paragraph 18 of the FINAL ORDER SIGNED ON 3/8/2019, (I) AUTHORIZING CONTINUED USE OF EXISTING CASH MANAGEMENT SYSTEM, BANK

ACCOUNTS, AND BUSINESS FORMS AND PAYMENT OF RELATED PREPETITION OBLIGATIONS; (II) MODIFYING CERTAIN DEPOSIT REQUIREMENTS; AND

(III) AUTHORIZING CONTINUANCE OF INTERCOMPANY TRANSACTIONS AND HONORING CERTAIN RELATED PREPETITION OBLIGATIONS (Docket # 164),

“The requirements of Bankruptcy Code section 345(b) are waived with respect to Cathay Bank. The balance of Kan-Di-Ki, LLC’s operations account at Cathay Bank (account number

ending in 6532) shall not exceed $250,000 plus the amount of all outstanding checks issued under such account plus the amount of checks anticipated to be issued under such account

within the following two business days”. As of 5/31/2019, the account balance was $1,636,814 which is less than the “shall not exceed” amount of $1,843,198 ($250,000; plus

outstanding checks, $1,578,983 plus the estimated amount of checks issued in the following 2 days, $14,215).

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Case No.: 19-10384 (SHL)


MOR-1b: SCHEDULE OF CASH DISBURSEMENTS (LESS INTERCOMPANY TRANSFERS)

($ in US Dollars)

Case Number Debtor Disbursements:Less Intercompany

Transfers:

Total Disbursements (for

quarterly fee purposes):

081-19-10383 MDX-MDL HOLDINGS, LLC - - -

081-19-10384 TRIDENT HOLDING COMPANY, LLC - - -

081-19-10385 AMERICAN DIAGNOSTICS SERVICES, INC. 1,365,970 1,250,000 115,970

081-19-10386 COMMUNITY MOBILE DIAGNOSTICS, LLC - - -

081-19-10387 COMMUNITY MOBILE ULTRASOUND, LLC - - -

081-19-10388 DIAGNOSTIC LABS HOLDINGS, LLC - - -

081-19-10389 FC PIONEER HOLDING COMPANY, LLC - - -

081-19-10390 JLMD MANAGER, LLC - - -

081-19-10391 KAN-DI-KI, LLC 16,414,858 2,000,000 14,414,858

081-19-10392 MAIN STREET CLINICAL LABORATORY, INC. - - -

081-19-10393 METROSTAT CLINICAL LABORATORY - AUSTIN, INC. - - -

081-19-10394 MX HOLDINGS, LLC - - -

081-19-10395 MX USA, LLC - - -

081-19-10396 NEW TRIDENT HOLDCORP, INC. - - -

081-19-10397 RELY RADIOLOGY HOLDINGS, LLC - - -

081-19-10398 SCHRYVER MEDICAL SALES AND MARKETING, LLC 10,988,984 9,700,000 1,288,984

081-19-10399 SYMPHONY DIAGNOSTIC SERVICES NO. 1, LLC 31,253,010 - 31,253,010

081-19-10400 TRIDENT CLINICAL SERVICES HOLDINGS, INC. - - -

081-19-10401 TRIDENT CLINICAL SERVICES HOLDINGS, LLC - - -

081-19-10402 TRIDENTUSA FOOT CARE SERVICES LLC - - -

081-19-10403 TRIDENTUSA MOBILE CLINICAL SERVICES, LLC 1,921,986 1,747,659 174,327

081-19-10404 TRIDENT USA MOBILE INFUSION SERVICES, LLC - - -

081-19-10405 U.S. LAB & RADIOLOGY, INC. 5,530,284 5,521,190 9,094

GRAND TOTALS: $ 67,475,092 $ 20,218,849 $ 47,256,243

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Case No.: 19-10384 (SHL)


MOR-2: STATEMENT OF OPERATIONS

($ in US Dollars)

Current Period Filing to Date

Combined Combined

5/31/2019 5/31/2019

Net Service Revenue 40,634,210 149,036,243

OPERATING EXPENSES

Operating Expenses 39,030,181 138,583,410

Total Operating Expense Before Depreciation and Amortization 39,030,181 138,583,410

Depreciation and Amortization Expense 2,611,134 9,649,779

Net Profit (Loss) Before Other Income & Expense (1,007,106) 803,054

OTHER INCOME AND EXPENSES

Other Non-Operating Expenses 264,382 1,361,235

Net Interest (Income)/Expense 2,471,890 9,219,708

Net Profit Before Reorganization Items (3,743,378) (9,777,888)

REORGANIZATION ITEMS

Bankruptcy Costs and Fees 3,583,070 16,083,578

US Trustee Fees 150,000 741,136

Total Reorganization Expenses 3,733,070 16,824,713

Income Tax Benefit (1,080,559) (3,055,420)

Net Income (Loss) (6,395,888)$ (23,547,181)$

11



Case No.: 19-10384 (SHL)


MOR-3: BALANCE SHEET

($ in US Dollars)

Current Month Prior Month Petition Date

Combined Combined Combined

5/31/2019 4/30/2019 2/10/2019

Assets

Current Assets

Cash 54,871,104 62,138,491 7,356,021

Restricted Cash 13,477,819 13,477,819 11,652,819

Accounts Receivable, net 108,524,041 108,084,966 108,878,691

Prepaid Expenses 6,156,187 5,711,673 4,557,582

Accrued Tax Benefit 4,472,931 3,282,632 13,826,797

Deferred Tax Asset 6,984,923 6,984,923 908,043

Other Current Assets 2,223,868 2,166,193 2,592,665

Total Current Assets 196,710,873 201,846,698 149,772,619

Property and Equipment

Property, Plant & Equipment 184,674,042 183,158,229 180,461,989

Accumulated Depreciation (144,270,002) (142,833,610) (138,359,094)

Total Property and Equipment 40,404,040 40,324,619 42,102,894

Other Assets

Goodwill 32,710,914 32,710,914 32,710,914

Other Intangible Assets 102,767,739 103,735,049 106,613,940

Deposits 2,227,375 2,207,314 1,461,270

Other Non-Current Assets 76,383 76,383 -

Total Other Assets 137,782,411 138,729,660 140,786,124

Total Assets 374,897,324$ 380,900,977$ 332,661,637$

Liabilities and Owners' Equity

Liabilities Not Subject to Compromise

Accounts Payable 913,342 1,607,697 -

Accrued Expenses 10,658,747 10,862,938 -

Accrued Wages, Benefits & Taxes 17,627,990 14,756,588 -

Capital Lease Obligations 743,568 526,897 -

Other Current Liabilities 104,712 104,712 -

Amounts Due To/From Related Parties 228,305 210,752 -

Super Priority DIP Lien 50,000,000 50,000,000 -

Accrued Adequate Protection 2,802,502 2,016,311 -

Capital Lease Obligations, net of current portion 1,391,361 932,330 -

Accrued Professional Fees 7,935,873 8,316,945 -

Accrued US Trustee Fees 300,000 150,000 -

Total Liabilities Not Subject To Compromise 92,706,402 89,485,172 -

Liabilities Subject to Compromise

Total Liabilities Subject to Compromise 849,315,200 851,325,693 860,522,458

Owners' Equity

Prepetition Owners' Equity (543,577,097) (542,758,595) (527,860,821)

Postpetition Owners' Equity (23,547,181) (17,151,293) -

Net Owners' Equity (567,124,278) (559,909,888) (527,860,821)

Total Liabilities and Equity 374,897,324$ 380,900,977$ 332,661,637$

12



Case No.: 19-10384 (SHL)


MOR-4: STATUS OF POSTPETITION TAXES

Subject: Monthly Operating Report Attestation Regarding Postpetition Taxes

The Debtors, Trident Holding Company, LLC, et al., hereby submit this attestation regarding postpetition taxes.

All postpetition taxes for the Debtors, which are not subject to dispute or reconciliation, are current. There are no material tax disputes or reconciliations.

By: /s/ David F. Smith, III 6/28/2019

Signature of Authorized Individual Date:

David F. Smith, III Chief Financial Officer

Printed Name of Authorized Individual Title of Authorized Individual

MOR-4: STATUS OF UNPAID POSTPETITION DEBTS

($ in US Dollars)

Number of Days Past Due

Debtor Current 0-30 31-60 61-90 Over 90 Total

Accounts Payable 569,522 279,687 42,893 21,242 913,342

Total 569,522$ 279,687$ 42,893$ 21,242$ -$ 913,342$

13



Case No.: 19-10384 (SHL)


MOR-5: ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

($ in US Dollars)

Amount

108,084,966

39,998,990

(39,993,891)

433,976

108,524,041$

Accounts Receivable Aging 0-30 Days (8)

31-60 Days 61-90 Days 91+ Days Total

0 - 30 days old 46,150,966 - - - 46,150,966

31 - 60 days old - 20,986,217 - - 20,986,217

61 - 90 days old - - 15,678,790 - 15,678,790

91+ days old - - - 99,258,592 99,258,592

Total Accounts Receivable 46,150,966 20,986,217 15,678,790 99,258,592 182,074,566

Less: Bad Debts (Amount considered uncollectible) (3,990,887) (2,722,099) (2,749,760) (64,087,779) (73,550,525)

Net Accounts Receivable $ 42,160,079 $ 18,264,118 $ 12,929,030 $ 35,170,813 $ 108,524,041

(8) Includes unbilled accounts receivable.

Total Accounts Receivable at the end of the reporting period

Accounts Receivable Reconciliation

Total Accounts Receivable at the beginning of the reporting period

Plus: Amounts billed during the period

(Less): Amounts collected during the period

Plus (Less): Accounts Receivable adjustments

14



Case No.: 19-10384 (SHL)


MOR-6: PAYMENTS TO INSIDERS AND PROFESSIONALS

($ in US Dollars)

INSIDERS

NAME

TYPE OF

PAYMENT AMOUNT PAID

TOTAL PAID TO

DATE

Bowen, Traci A. Expenses 812 2,600

Bowen, Traci A. Salary 14,112 53,020

Greene, Alex Fees 50,000 75,000

McCaffery, Thomas F. Salary 10,907 42,387

Parrish, Mark Fees 10,925 38,142

Smith, David F. Expenses - 12,637

Smith, David F. Salary 19,706 66,104

Soran, Andrei Expenses 92 6,325

Soran, Andrei Salary 30,654 105,731

Velez, Angel David Expenses - 9,214

Velez, Angel David Salary 13,870 50,350

TOTAL PAYMENTS TO INSIDERS 151,078$ 461,509$

PROFESSIONALS

NAME

AMOUNT

APPROVED AMOUNT PAID

TOTAL PAID TO

DATE

TOTAL

INCURRED &

UNPAID

Alix Partners 306,198 306,198 306,198 642,806

Ankura - - 469,954 1,648,447

Epiq Corporate Restructuring, LLC 484,100 484,100 484,100 526,280

Houlihan Lokey Capital, Inc. 126,090 126,090 755,253 -

Kilpatrick, Townsend & Stockton 335,773 335,773 335,773 1,055,870

Paul, Weiss, Rifkind, Wharton & Garrison 484,562 484,562 2,111,577 484,562

PJT Partners - - 513,571 522,728

Skadden, Arps, Slate, Meagher & Flom LLP 1,221,574 1,221,574 2,089,627 2,696,540

Togut, Segal & Segal LLP 344,201 344,201 461,424 358,639

TOTAL PAYMENTS TO PROFESSIONALS 3,302,499$ 3,302,499$ 7,527,478$ 7,935,873$

15



Case No.: 19-10384 (SHL)


MOR-7: DEBTOR QUESTIONNAIRE

# Yes No Comments

1 X

2 X

3 X

4 X

5 X

6 X Only to the extent authorized by the First Day Orders.

7 X

8 X

9 X

10 X

11 X


13 X

Past due amounts reflect both filing related and normal delays

in processing of Accounts Payable. Filing related delays have

generally been remediated as of the date this report is being

filed. Items delayed by normal processing lag are generally

paid within 60 days.

14 X


16 X

17 X

18 XHave the owners or shareholders received any compensation outside of the normal course of

business?

Have any prepetition taxes been paid during this reporting period?

Are any amounts owed to postpetition creditors delinquent?

Are any wage payments past due?

Have any postpetition loans been received by the Debtor from any party?

Is the Debtor delinquent in paying any U.S. Trustee fees?

Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?

Are any other postpetition taxes past due?

Must be completed each month. If the answer to any of the questions is “Yes”, provide a

detailed explanation of each item. Attach additional sheets if necessary.

Have any assets been sold or transferred outside the normal course of business this reporting

period?

Have any funds been disbursed from any account other than a debtor in possession account this

reporting period?

Is the Debtor delinquent in the timely filing of any postpetition tax returns?

Are workers compensation, general liability or other necessary insurance coverages expired or

cancelled, or has the debtor received notice of expiration or cancellation of such policies?

Is the Debtor delinquent in paying any insurance premium payment?

Have any payments been made on prepetition liabilities this reporting period?

Are any postpetition receivables (accounts, notes or loans) due from related parties?

Are any postpetition payroll taxes past due?

Are any postpetition State or Federal income taxes past due?

Are any postpetition real estate taxes past due?

16


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19-10384-shl Doc 612 Filed 06/28/19 Entered 06/28/19 18:48 ...

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