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Doc 73 All Smiles - AS Property Holdings Schedules A-I

Doc 73 All Smiles - AS Property Holdings Schedules A-I

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Published by Dentist The Menace
Bankruptcy Schedules A -I
Schedule A - Real Property
Schedule B - Personal Property
Schedule C - Property Claimed as Exempt
Scheudle D - Creditors Holding Secured Claims
Schedule E - Creditors Holding Unsecured Claims
Schedule F - Creditors Holding Unsecured Nonproperty Claims
Schedule G - Executory Contracts and Unexpired Leases
Schedule H - Co-Debtors
Schedule I - Current Income of Individual Debtors
Schedule J - Current Expenditures of Individual Debtors
Doc 73
Filed May 22, 2012
Bankruptcy Schedules A -I
Schedule A - Real Property
Schedule B - Personal Property
Schedule C - Property Claimed as Exempt
Scheudle D - Creditors Holding Secured Claims
Schedule E - Creditors Holding Unsecured Claims
Schedule F - Creditors Holding Unsecured Nonproperty Claims
Schedule G - Executory Contracts and Unexpired Leases
Schedule H - Co-Debtors
Schedule I - Current Income of Individual Debtors
Schedule J - Current Expenditures of Individual Debtors
Doc 73
Filed May 22, 2012

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Published by: Dentist The Menace on Aug 16, 2012
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Page 1of 41745684v3(76740.00002.000)
THE UNITED STATES BANKRUPTCY COURTFOR THE NORTHERN DISTRICT OF TEXASDALLAS DIVISIONIN RE:ALL SMILES DENTALCENTER, INC., ET AL.
1
DEBTORS§§§§§§CASE NO. 12-32924-SGJ-11CHAPTER 11JOINTLY ADMINISTEREDGLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODOLOGY ANDDISCLAIMER REGARDINGSCHEDULES AND STATEMENTS
The Schedules of Assets and Liabilities and Statements of Financial Affairs (the"Schedules and Statements") filed herewith by All Smiles Dental Center, Inc. and AS PropertyHoldings, LLC (collectively, the "Debtors")in the United States Bankruptcy Court for the Northern District of Texas (the "Bankruptcy Court") were prepared pursuant to 11 U.S.C. § 521and Federal Rule of Bankruptcy Procedure 1007 by the Debtors'management and are unaudited.The Schedules and Statements remain subject to further review and verification by the Debtors.Subject information may result in material changes in financial and other data contained in theSchedules and Statements. Except as noted in the Schedules and Statements, all asset andliability data contained in the Schedules and Statements are stated in U.S. currency as of theclose of business on April 30, 2012. The Debtors have used theirbest efforts to compile theinformation set forth in the Schedules and Statements from theirbooks and records maintained inthe ordinary course of their business. The Debtors reserve the right to amend theirSchedulesand Statements from time to time as may be necessary or appropriate. These Global Notes andStatement of Limitations, Methodology and Disclaimer Regarding Schedules and Statements(the "Global Notes") are incorporated by reference in, and comprise an integral part of, theSchedules and Statements and should be referred to and reviewed in connection with any reviewof the Schedules and Statements.1.Description of the Case. On May 2, 2012(the "Petition Date") the Debtors eachfiled voluntary petitionswith the Bankruptcy Court for reorganization under Chapter 11 of Title11 of the United States Code, 11 U.S.C. §§ 101,
et seq
. The Debtors' caseshave beenconsolidated for the purpose of joint administration under Case No. 12-32924.2.Relationship Between All Smiles Dental Center, Inc. and All Smiles DentalProfessionals, P.C. All SmilesDental Center, Inc.("Inc.") and non-debtor All Smiles DentalProfessionals, P.C. ("PC") are parties to a Business Services Agreement dated June 30, 2010 (the"Business Services Agreement"). In accordance with applicable law, all dentists and dental professionals areemployees of PC. The dentists and dental professionals provide dental servicesto PC's customers. Pursuant to the Business Services Agreement, All SmilesDental Center, Inc. provides PC with business, administrative, and back-office service related to the operation of PC.
 
1
The Debtors in these chapter 11 cases are All Smiles Dental Center, Inc. and AS Property Holdings, LLC.
Case 12-32924-sgj11 Doc 73 Filed 05/22/12 Entered 05/22/12 10:08:16 Desc MainDocument Page 1 of 20
 
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3.Basis of Presentation. All SmilesDental Center, Inc.and PC jointlyretainedBKD, LLP to prepare consolidated audited financial statements. Since 2010, All Smiles DentalCenter, Inc. personnel have prepared and maintained consolidated and unaudited financialstatements. All Smiles Dental Center, Inc. and PC file join Texas tax return, but separate federalincome tax returns. These Schedules and Statements do not purport to represent financialstatements prepared in accordance with accounting principles generally accepted in the UnitedStates.4.Book Value. Each asset and liability of the Debtorsis shown on the basis of net book value of the asset or liability in the Debtors' accounting books and recordsas of April 30,2012. Unless otherwise noted, the Schedules reflect the carrying value of assets and liabilities aslisted in the Debtors'books and are not based on any estimate of their current market values.The personal property values on Schedule B show the depreciated values,resulting in someassets being listed with zero values.5.Inventories. Each of the Debtors' clinics keeps a stock of supplies necessary foan estimated 5 weeks of production. There is also a small inventory of supplies kept at thecorporate office for emergency needs, as well as a few miscellaneous larger items stored at theWarehouse. The clinics are structured on a Min/Max monthly order system that is based on the previous 4 months’ order history. The current minimum is 5 weeks’ worth of production and themaximum is 7 weeks. Min/Max levels and order history information are updated every 2-3months. Offices with higher production maybe updated more frequently. Min/Max levels willalso be revaluated and adjusted if an abnormal rate of “ASAP” orders isobserved. A monthlyinventoryis conducted by all clinics to ensure the correct quantities are purchased. Theinventories are reviewed for obvious typographical errors and missing information before ordersare processed. The completed inventories are submitted to the Controller.Both the Min/Maxand Inventory processes are for disposable supplies only. Reusable materials such as instrumentsand other hand tools are not included.6.Causes of Action. All SmilesDental Center, Inc.has generallyset forth causes of action against third parties as assets inits Schedules and Statements. In particular, variousclaims that may constitute property of the estate have been asserted inthe American ArbitrationAssociation case
 ASDC Holdings, LLC, All Smiles Dental Center, Inc., AS Property Holdings,Valor Management Corp., Antonio Gracias, Juan Sabater, and Jonathan Shulkin v. The Richard  J. Malouf 2008 All-Smiles Grantor Retained Annuity Trust, Richard J. Malouf, Strait Lane Family LP, Camelia Family Limited Partnership, and Deal Time Auto Group, LLC 
(Case No. 14193 Y 00243 11). Nevertheless, All SmilesDental Center, Inc.reserves all of its rights withrespect to any causes of action it may have and neither these Global Notes nor the Schedules andStatements shall be deemed a waiver of any such causes of action.7.Executory Contracts. The Debtors havenot set forth executory contracts as assetsin theirSchedules and Statements. The Debtors'executory contracts have been set forth inSchedule G.8.Property and Equipment leased. In the ordinary course of business,the Debtorslease the premises for use by the PC clinics, as well as various articles of personal property,
Case 12-32924-sgj11 Doc 73 Filed 05/22/12 Entered 05/22/12 10:08:16 Desc MainDocument Page 2 of 20
 
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including furniture, fixtures and equipment from certain third party lessors. Any suchleases areset forth the ScheduleG.9.Schedule D. Except as otherwise agreed pursuant to a stipulation or agreed order or general order entered by the Bankruptcy Court, the Debtors reserve theirright to dispute or challenge the validity, perfection or immunity from avoidance of any lien purported to begranted or perfected in any specific asset to a secured creditor listed on Schedule D. Moreover,although the Debtorsmay have scheduled claims of various creditors as secured claims, theDebtors reserve all rights to dispute or challenge the secured nature of any such creditor’s claimor the characterization of the structure of any such transaction, or any document or instrument(including without limitation, any inter-company agreement) related to such creditor’s claim.The descriptions provided on Schedule D are intended only to be a summary. Reference to theapplicable loan agreements and related documents is necessary for a complete description of thecollateral and the nature, extent and priority ofany liens. Nothing in the Global Notes of theSchedules and Statements shall be deemed a modification or interpretation of the terms of suchagreements.10.Schedule E Employee Claims. The Bankruptcy Court entered a first day order granting the Debtors authority to pay certain prepetition employee wages, salaries, benefits andother obligations (Docket No. 45). Accordingly, employee claims for amounts owing at the endof the day on the Petition Date that have been paid or that are intended to be paid, have not beenincluded in the Schedules and Statements.11.Schedule G. The Debtors'business is complex. While every effort has beenmade to ensure the accuracy of Schedule of Executory Contracts, inadvertent errors or omissionsmay have occurred. The Debtorshereby reserveall of theirrights to dispute the validity, statusor enforceability of any contracts, agreements or leases set forth in Schedule G and to amend or supplement such Schedule as necessary. The contracts, agreements and leases listed on ScheduleG may have expired or may have been modified, amended, or supplemented from time to time by various amendments, restatements, waivers, estoppel certificates, letter and other documents,instruments and agreements which may not be listed therein. Certain of the real property leaseslisted on Schedule G may contain renewal options, guarantees of payment, options to purchase,rights of first refusal, rights to lease additional space and other miscellaneous rights. Such rights, powers, duties and obligation are not set forth on Schedule G. Schedule G does not include theleases of non-residential real property rejected pursuant to the order of the Bankruptcy Courtentered on May 4, 2012 (Doc. No. 29). Certain of the executory contracts may not have beenmemorialized and could be subject to dispute. Schedule G does not include stand-aloneequipment purchase orders. Additionally, the Debtorsmay be partyto various other agreementsconcerning real property, such as easements, rights of way, subordination, non-disturbance,supplemental agreements, amendments/letter agreements, title documents, consents, site plans,maps and other miscellaneous agreements. Such agreements, if any, are not set forth in ScheduleG. Certain of the agreements listed on Schedule G may be in the nature of conditional salesagreements or secured financings. The inclusion of a contract or agreement on Schedule G doesnot constitute an admission that such contract or agreement is an executory contract or unexpiredlease. The Debtors reserveall of theirrights, claims and causes of action with respect to the
Case 12-32924-sgj11 Doc 73 Filed 05/22/12 Entered 05/22/12 10:08:16 Desc MainDocument Page 3 of 20

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