case 21-10461-jtd doc 303 filed 05/28/21 page 1 of 13

Case 21-10461-JTD Doc 303 Filed 05/28/21 of 13

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re: CMC II, LLC, et. al. Case No. 21-10461 (JTD)

Debtors Reporting Period: April 1, 2021 to April 30, 2021

General Notes

The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee.

Debtor-in-Possession Financial Statements

The financial statements and supplemental information contained herein are unaudited, preliminary, and may not comply with generally accepted accounting principles in the United

States of America ("U.S. GAAP") in all material respects.

The unaudited financial statements have been derived from the books and records of the Debtors. This information, however, has not been subject to procedures that would typically be

applied to financial information presented in accordance with U.S. GAAP, and upon application of such procedures, the Debtors believe that the financial information is subject to

changes, and these changes will be material.

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 cash flows of the Debtors in the future.

Liabilities Subject to Compromise

As a result of the chapter 11 filings, the payment of prepetition indebtedness is subject to compromise or other treatment under the Debtor's chapter 11 plan (the "Plan") or a settlement

with respect to such liabilities. The ultimate amount of such liabilities is not determinable at this time. Prepetition liabilities that are subject to compromise have been reported at the

amounts expected to be allowed as claims, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise are preliminary and may

be subject to future adjustments depending on actions by the Court or the trustee under the Plan, further developments with respect to disputed claims, determinations of the secured

status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.

Reorganization Items

Expenses and income directly associated with the chapter 11 filings have been reported separately in the income statement as reorganization items. Reorganization items include

expenses related to legal advisory and representation services, other professional consulting and advisory services, debtor-in-possession financing fees and changes in liabilities subject

to compromise.






MOR-1

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period April 1, 2021 through April 30, 2021

(US Dollars in Thousands)

(Unaudited)

CF Period

March 29, 2021 through

May 1, 2021 (1)

Receipts:

Patient collections 1,792$

Medicare advance recoupment (126)

Management fees 6,929

16 Total Receipts 8,594

18 Operating Disbursements:

Payroll and payroll taxes 5,610

Benefits 245

Pharmaceuticals -

Medical supplies -

Covid testing -

Purchased services 522

Insurance -

Taxes 153

Other trade vendors 1,175

Management fees -

Lease payments 290

23 Total Operating Disbursements 7,994

24

25 Operating Cash Flow 601

26

27 Restructuring Professional Fees 516

28

29 Cash flow before funding 85

DIP Funding 500

33 Cash flow after funding 585

37 Cash Balance:

38 Beginning book cash balance 588

39 Cash flow 585

40 Cash reserve : Medicare advance and deferred payroll taxes 505

Cash reserve : employee benefits claims -

40 Ending book cash balance 1,678

43

DIP Balance:

45 Beginning DIP balance -

46 Borrowing / (repayment) 500

Accrued interest and DIP fees - 47

48 Ending DIP balance 500$

49

Notes:

51 (1) The period presented is based on calendar weeks and includes receipts and disbursements from March 29, 2021

through May 1, 2021, in line with the Company's cash flow reporting cadence.






MOR-1a: BANK RECONCILIATIONS(1)

(US Dollars)

Debtor Entity Bank Name Account Description

Acct Number

(last 4 digits only) Book Balance (USD 000s)

CMC II, LLC CIBC Operating Account - Main 5155 2,528,499

CMC II, LLC CIBC Payroll Account 5171 32,088

CMC II, LLC CIBC Accounts Payable Account 2543 -

CMC II, LLC CIBC Operating Account-Vendor ACH 2000 47,942

803 Oak Street Operations LLC Wells Fargo Deposit Account - Government 5011 -

803 Oak Street Operations LLC Wells Fargo Deposit/Checking Account - Non-Government Deposits and

Petty Cash Check Replenishment

7257 3,771

803 Oak Street Operations LLC CIBC Deposit - Government 3300 -

803 Oak Street Operations LLC CIBC Deposit - Non-Government 9099 -

803 Oak Street Operations LLC CIBC Operating Account - Main 6572 1,337,147

803 Oak Street Operations LLC CIBC Payroll Account 1603 6,008

803 Oak Street Operations LLC CIBC Accounts Payable Account 4073 -

803 Oak Street Operations LLC Regions Resident Trust Checking 9986 14,913

803 Oak Street Operations LLC Regions Resident Trust Care Costs 9978 0

803 Oak Street Operations LLC Regions Resident Trust Deposits 9994 209,234

207 Marshall Drive Operations LLC Wells Fargo Deposit Account - Government 4907 -

207 Marshall Drive Operations LLC Wells Fargo Deposit/Checking Account - Non-Government Deposits and

Petty Cash Check Replenishment

2306 6,505

207 Marshall Drive Operations LLC CIBC Deposit - Government 6617 -

207 Marshall Drive Operations LLC CIBC Deposit - Non-Government 4976 -

207 Marshall Drive Operations LLC CIBC Operating Account - Main 9128 493,757

207 Marshall Drive Operations LLC CIBC Payroll Account 0796 2,665

207 Marshall Drive Operations LLC CIBC Accounts Payable Account 3288 -

207 Marshall Drive Operations LLC PNC Resident Trust Checking 6013 15,128

207 Marshall Drive Operations LLC PNC Resident Trust Care Costs 6005 0

207 Marshall Drive Operations LLC PNC Resident Trust Deposits 5993 246,353

Gross cash balance 4,944,012$

Less, cash reserves (2,912,616)

Net cash balance 2,031,395$

Notes:

(1) Balances listed above are as of April 30, 2021, month-end. Debtors without bank accounts are not listed.






MOR-1b: SCHEDULE OF DISBURSEMENTS BY LEGAL ENTITY (1), (2)


Debtor Entity Bankruptcy Case Number Disbursements

CMC II, LLC 21-10461 6,635

803 Oak Street Operations LLC 21-10463 993

207 Marshall Drive Operations LLC 21-10462 881

Sea Crest Health Care Management, LLC 21-10464 -

Salus Rehabilitation, LLC 21-10460 -

Consulate Management Company, LLC 21-10465 -

Total 8,510$

Notes:

(2) Cash disbursements reported above are between March 29, 2021 through May 1, 2021, in line with the Company's cash flow reporting cadence.

(1) Movements of cash between the Debtors' bank accounts are excluded from disbursements.






MOR 1c: SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID

(US Dollars)

Role in the case Fees Expenses Fees Expenses

Stretto Claims and noticing agent 3/2/2021 - 3/31/2021 86,980 - 86,980 -

Drivetrain (Alan Carr) Independent Director to the Debtors Month of March 40,000 - 40,000 -

Alvarez & Marsal North America, LLC Financial Advisor to the Debtors 3/2/2021 - 3/31/2021 319,285 - 319,285 -

US Trustee US Trustee fees for 1st quarter 2021 3/2/2021 - 3/31/2021 70,050 - 70,050 -

516,314$ -$ 516,314$ -$

Payee

Period

Covered

Amount Paid 3/29 - 5/1 Case-To-Date






MOR-2

DEBTOR STATEMENT OF OPERATIONS

For the period April 1, 2021 through April 30, 2021


(Unaudited)

CMC II, LLC

803 Oak Street

Operations LLC

207 Marshall Drive

Operations LLC

Salus

Rehabilitation, LLC

Sea Crest Health

Care Management,

LLC Total

Total revenue 5,498$ 790$ 784$ -$ -$ 7,072$

Operating Costs and Expenses

Salaries, wages and benefits 3,701 500 323 - - 4,525

Therapy - 87 67 - - 155

Pharmaceuticals - 11 7 - - 18

Purchased services 1,087 402 427 - - 1,916

Utilities 8 15 6 - - 30

Insurance 10 33 30 - - 73

Provider tax - 70 71 - - 141

Other expense 524 43 28 - - 594

Operating Costs and Expenses 5,330 1,160 961 - - 7,451

EBITDARM 168 (370) (176) - - (379)

Management Fees - 42 43 - - 85

EBITDAR 168 (412) (220) - - (464)

Lease expense 144 63 63 - - 271

EBITDA 24 (476) (283) - - (735)

Depreciation 130 26 47 - - 203

Capital lease - (63) (63) (127)

Interest Expense 33 42 43 - - 118

Net Income (Loss) (139)$ (480)$ (309)$ -$ -$ (929)$






MOR-3

DEBTOR BALANCE SHEETS (1)

April 30, 2021


(Unaudited)

CMC II Governor's Creek

Marshall Health

and Rehab

Sea Crest Health

Care Mgmt Salus Rehabilitation Total

Assets

Cash and cash equivalents 1,467$ 517$ 1,345$ (14)$ -$ 3,316$

Accounts receivable, net - 889 920 - - 1,809

Est third-party receivable - 95 195 - - 289

Prepaid exp and other current 4,519 289 278 - - 5,086

Other - (2) (2) - - (4)

Current assets 5,987 1,788 2,736 (14) - 10,497

Fixed assets, net 1,591 2,755 5,216 - - 9,562

Due from affiliates, net - 6,048 - 2,505 1,700 10,252

Deposits and other assets 54 1 20 - - 75

Restricted cash, less current - - - - - -

Total assets 7,631$ 10,591$ 7,973$ 2,491$ 1,700$ 30,386$

Liabilities:

Accounts payable & accrued exp 4,672$ 1,617$ 1,091$ -$ -$ 7,380$

Insurance reserve payable, current - 8 9 - - 16

Customer deposits - 10 47 - - 57

Current liabilities 4,672 1,635 1,147 - - 7,453

Insurance reserve payable, long-term - 49 49 - - 97

Long-term debt 167 167 167 - - 500

Other liabilities - - - - - -

Long-term liabilities 167 215 215 - - 597

Liabilities subject to compromise:

Accounts payable & accrued exp 4,554 1,067 1,473 32 14 7,139

Capital lease obligations, cur 1,356 183 181 - - 1,720

Est third-party settlements - 410 166 - - 577

Insurance reserve payable - 19 21 - - 40

Insurance reserves, long-term - (119) 36 - - (82)

Capital lease obligations, net - 5,300 5,262 - - 10,562

Due to affiliates, net 13,691 - 3,191 - - 16,882

Other liabilities 574 134 185 - - 893

Liabilities subject to compromise: 20,175 6,994 10,517 32 14 37,731

Total Stockholders' Equity (17,382) 1,747 (3,905) 2,459 1,686 (15,395)

Total Liabilities and Stockholders' Equity 7,631$ 10,591$ 7,973$ 2,491$ 1,700$ 30,386$

Notes:

(1) All other debtors have been excluded as they do not have financial statements.






MOR-4: SUMMARY OF UNPAID POST-PETITION DEBTS (1)(2)


NUMBER OF DAYS PAST DUE

Debtor Entity Current 0-30 31-60 Over 60 Total

CMC II, LLC 490$ 184$ 128$ 80$ 882$

803 Oak Street Operations LLC 422 49 2 5 478

207 Marshall Drive Operations LLC 284 18 1 5 308

Salus Rehabilitation, LLC - - - - -

Sea Crest Health Care Management, LLC - - - - -

Total Gross Accounts Payable 1,196$ 251$ 131$ 90$ 1,668$

Notes:

(1) The post-petition accounts payable reported represents open and outstanding trade vendor invoices that: (a) have been entered into the

Debtors' accounts payable systems and (b) pre-petition invoices that have been entered into the Debtors' accounts payable systems that the

Debtors intend to pay in accordance with various orders of the Bankruptcy Court. This summary does not include accruals for invoices not

yet received or for invoices not yet entered into the Debtors' accounts payable system.

(2) The post-petition accounts payable reported does not reflect post-petition payables between and/among Debtor entities.






MOR-5: ACCOUNTS RECEIVABLE RECONCILIATION AND AGING (1)


Debtor Entity Current 0-30 31-60 Over 60 Total

CMC II, LLC - - - - -

803 Oak Street Operations LLC 666 63 25 267 1,022

207 Marshall Drive Operations LLC 770 71 38 248 1,127

Salus Rehabilitation, LLC - - - - -

Sea Crest Health Care Management, LLC - - - - -

Total 1,436 134 63 515 2,148

Notes:

(1) The above amounts do not include intercompany balances or resident credit balances

803 Oak Street

Operations LLC

207 Marshall Drive

Operations LLC

Accounts Receivable Reconciliation:

Beginning accounts receivable (1) 1,006 918

+ Amounts billed during period (2) 938 952

- Amounts collected during period (2) (923) (743)

Ending accounts receivable 1,022 1,127

(1) Beginning accounts receivable per balance sheet of all Debtor entities at month-end March 31

(2) Period billed and collected during month of April

Must be completed each month Yes No

X

X

X

X

X

DEBTOR QUESTIONNAIRE

NUMBER OF DAYS PAST DUE

1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.

2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an

explanation below.

3. Have all post petition tax returns been timely filed? If no, provide an explanation below.

4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an

investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.


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