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THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION IN RE: ALL SMILES DENTAL CENTER, INC., ET AL.1 DEBTORS § § § § § § CASE NO. 12-32924-SGJ-11 CHAPTER 11 JOINTLY ADMINISTERED

GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODOLOGY AND DISCLAIMER REGARDING SCHEDULES 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 Property Holdings, 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. § 521 and 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 the Schedules and Statements. Except as noted in the Schedules and Statements, all asset and liability data contained in the Schedules and Statements are stated in U.S. currency as of the close of business on April 30, 2012. The Debtors have used their best efforts to compile the information set forth in the Schedules and Statements from their books and records maintained in the ordinary course of their business. The Debtors reserve the right to amend their Schedules and Statements from time to time as may be necessary or appropriate. These Global Notes and Statement of Limitations, Methodology and Disclaimer Regarding Schedules and Statements (the "Global Notes") are incorporated by reference in, and comprise an integral part of, the Schedules and Statements and should be referred to and reviewed in connection with any review of the Schedules and Statements. 1. Description of the Case. On May 2, 2012 (the "Petition Date") the Debtors each filed voluntary petitions with the Bankruptcy Court for reorganization under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. The Debtors' cases have been consolidated for the purpose of joint administration under Case No. 12-32924. 2. Relationship Between All Smiles Dental Center, Inc. and All Smiles Dental Professionals, P.C. All Smiles Dental Center, Inc. ("Inc.") and non-debtor All Smiles Dental Professionals, 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 are employees of PC. The dentists and dental professionals provide dental services to PC's customers. Pursuant to the Business Services Agreement, All Smiles Dental Center, Inc. provides PC with business, administrative, and back-office service related to the operation of PC.

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The Debtors in these chapter 11 cases are All Smiles Dental Center, Inc. and AS Property Holdings, LLC.

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3. Basis of Presentation. All Smiles Dental Center, Inc. and PC jointly retained BKD, LLP to prepare consolidated audited financial statements. Since 2010, All Smiles Dental Center, Inc. personnel have prepared and maintained consolidated and unaudited financial statements. All Smiles Dental Center, Inc. and PC file join Texas tax return, but separate federal income tax returns. These Schedules and Statements do not purport to represent financial statements prepared in accordance with accounting principles generally accepted in the United States. 4. Book Value. Each asset and liability of the Debtors is shown on the basis of net book value of the asset or liability in the Debtors' accounting books and records as of April 30, 2012. Unless otherwise noted, the Schedules reflect the carrying value of assets and liabilities as listed 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 some assets being listed with zero values. 5. Inventories. Each of the Debtors' clinics keeps a stock of supplies necessary for an estimated 5 weeks of production. There is also a small inventory of supplies kept at the corporate office for emergency needs, as well as a few miscellaneous larger items stored at the Warehouse. 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 the maximum is 7 weeks. Min/Max levels and order history information are updated every 2-3 months. Offices with higher production maybe updated more frequently. Min/Max levels will also be revaluated and adjusted if an abnormal rate of “ASAP” orders is observed. A monthly inventory is conducted by all clinics to ensure the correct quantities are purchased. The inventories are reviewed for obvious typographical errors and missing information before orders are processed. The completed inventories are submitted to the Controller. Both the Min/Max and Inventory processes are for disposable supplies only. Reusable materials such as instruments and other hand tools are not included. 6. Causes of Action. All Smiles Dental Center, Inc. has generally set forth causes of action against third parties as assets in its Schedules and Statements. In particular, various claims that may constitute property of the estate have been asserted in the American Arbitration Association 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. 14 193 Y 00243 11). Nevertheless, All Smiles Dental Center, Inc. reserves all of its rights with respect to any causes of action it may have and neither these Global Notes nor the Schedules and Statements shall be deemed a waiver of any such causes of action. 7. Executory Contracts. The Debtors have not set forth executory contracts as assets in their Schedules and Statements. The Debtors' executory contracts have been set forth in Schedule G. 8. Property and Equipment – leased. In the ordinary course of business, the Debtors lease the premises for use by the PC clinics, as well as various articles of personal property,

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including furniture, fixtures and equipment from certain third party lessors. Any such leases are set forth the Schedule G. 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 their right to dispute or challenge the validity, perfection or immunity from avoidance of any lien purported to be granted or perfected in any specific asset to a secured creditor listed on Schedule D. Moreover, although the Debtors may have scheduled claims of various creditors as secured claims, the Debtors reserve all rights to dispute or challenge the secured nature of any such creditor’s claim or 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 the applicable loan agreements and related documents is necessary for a complete description of the collateral and the nature, extent and priority of any liens. Nothing in the Global Notes of the Schedules and Statements shall be deemed a modification or interpretation of the terms of such agreements. 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 and other obligations (Docket No. 45). Accordingly, employee claims for amounts owing at the end of the day on the Petition Date that have been paid or that are intended to be paid, have not been included in the Schedules and Statements. 11. Schedule G. The Debtors' business is complex. While every effort has been made to ensure the accuracy of Schedule of Executory Contracts, inadvertent errors or omissions may have occurred. The Debtors hereby reserve all of their rights to dispute the validity, status or 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 Schedule G 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 leases listed 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 the leases of non-residential real property rejected pursuant to the order of the Bankruptcy Court entered on May 4, 2012 (Doc. No. 29). Certain of the executory contracts may not have been memorialized and could be subject to dispute. Schedule G does not include stand-alone equipment purchase orders. Additionally, the Debtors may be party to various other agreements concerning 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 Schedule G. Certain of the agreements listed on Schedule G may be in the nature of conditional sales agreements or secured financings. The inclusion of a contract or agreement on Schedule G does not constitute an admission that such contract or agreement is an executory contract or unexpired lease. The Debtors reserve all of their rights, claims and causes of action with respect to the

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contracts and agreements listed on these Schedules, including the right to dispute or challenge the characterization or the structure of any transaction, document or instrument. 12. Reclamation Claims. Reclamation claims are not included in the Schedules. To the extent any reclamation claims have been made, reclamation claims have no value as such because they are "subject to the prior rights of a holder of a security interest in such goods or the proceeds thereof" as set forth in 11 U.S.C. § 546(c)(1). 13. Disputed, Contingent and/or Unliquidated Claims. Schedules D, E and F permit the Debtors to designate a claim as disputed, contingent and/or unliquidated. A failure to designate a claim on any of these Schedules as disputed, contingent and/or unliquidated does not constitute an admission that such claim is not subject to objection. The Debtors reserve the right to dispute, or assert offsets or defenses to, any claim reflected on the Schedules as to amount, liability or status. 14. Statement of Financial Affairs. Due to the relationship between Inc. and PC, gross income has been reported on a consolidated basis. 15. Global Notes Control. In the event that the Schedules and Statements differ from the foregoing Global Notes, the Global Notes shall control.

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