winecare storage llc: declaration of derek l. limbocker
DESCRIPTION
Declaration of WineCare Storage LLC CEO/Managing Member in support of bankruptcy first day motions. Provides information regarding reason for filing Chapter 11 bankruptcy petition and recent operations.TRANSCRIPT
DOC ID - 19599551.2
Hearing Date: TBD
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------------------------------x In re: WineCare Storage LLC,
Debtor.
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Chapter 11 Case No.: 13-______
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DECLARATION OF DEREK L. LIMBOCKER (I) IN SUPPORT OF CHAPTER 11 PETITION AND FIRST DAY MOTIONS AND (II) PURSUANT TO LOCAL BANKRUPTCY RULE 1007-2
I, Derek L. Limbocker, hereby declare, under penalty of perjury pursuant to
28 U.S.C. § 1746, as follows:
1. I am the Managing Member and Chief Executive Officer of WineCare
Storage LLC (the "Debtor") and have served in that capacity since 2005. I submit this
declaration (the "Declaration") in accordance with Rule 1007-2 of the Local Bankruptcy Rules
for the Southern District of New York (the "Local Rules") to assist this Court and parties in
interest in understanding the circumstances that compelled the commencement of this chapter 11
case and in support of (i) the Debtor's petition for relief under chapter 11 of title 11 of the United
States Code (the "Bankruptcy Code") filed on the date hereof (the "Petition Date"); and (ii) the
emergency relief that the Debtor has requested from the Court pursuant to the motions and
applications described herein (collectively, the "First Day Pleadings"). In that capacity, I have
personal knowledge of (i) the Debtor's financial condition, business, operations, policies and
procedures, (ii) the events leading up to these chapter 11 cases, and (iii) other matters set forth
herein.
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2. The Debtor commenced this chapter 11 case to provide Debtor with time
to restore its operations, maximize the value of its estate for the benefit of all creditors and
parties in interest and prevent intrusive and unauthorized access to its facilities by certain persons
or entities that would harm the Debtor's property. Hurricane Sandy had a devastating effect on
the Debtor, causing a massive disruption to the Debtor's business operations, destroying the
Debtor's critical electronic databases and records and forcing the Debtor to physically relocate
nearly 27,000 cases of wine, a relocation done by hand one case at a time. Several of the
Debtor's customers have commenced proceedings against the Debtor demanding, among other
things, immediate access to the Debtor's facilities to inspect their wines and seeking damages of
at least $4,000,000 for the Debtor's alleged "wrongful retention" of their property. Others have
threatened legal action by mail, email, and on internet blogs.
3. The Debtor believes that at least 95 percent of the wine stored with the
Debtor has been undamaged by the disruption caused by Hurricane Sandy. Nevertheless, given
the destruction of the Debtor's computerized inventory control systems, locating an individual
client's wine collection is virtually impossible, and would entail the onerous process of
inspecting and scanning thousands of individual cases. Wine stored by the Debtor is extremely
fragile, thus additional unnecessary handling would only risk damage to the Debtor's clients'
property. Moreover, such efforts will only further delay the return of all clients' wines to their
designated locations within Debtor's wine cellars and resumption of regular operations.
4. The First Day Pleadings seek relief necessary to avoid immediate and
irreparable harm to the Debtor as it pursues its restructuring by allowing it to continue to rebuild
its operations and minimize disruptions to its business that could otherwise result from the
commencement of the chapter 11 case. Specifically, the First Day Pleadings seek relief allowing
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the Debtor to limit disruption to the Debtor's business by continuing the use of its prepetition
cash management system and continuing the payment of wages and benefits to Debtor's
employees.
5. Except as otherwise indicated, all facts set forth in this Declaration are
based upon my personal knowledge, my discussions with other employees of the Debtor, my
review of relevant documents or my opinion based upon experience, knowledge and information
concerning the Debtor's operations and financial affairs. I am authorized to submit this
Declaration on behalf of the Debtor. If called to testify, I would testify competently to the facts
set forth in this Declaration.
6. To assist the Court in familiarizing itself with the Debtor, its business, and
the initial relief sought by the Debtor to stabilize its operations and facilitate its restructuring, this
Declaration is organized into four sections. Section I provides background information with
respect to the Debtor's corporate history and its business operations. Section II describes the
circumstances leading to the commencement of the chapter 11 cases. Section III summarizes the
relief requested in, and the facts supporting, each of the First Day Pleadings. Section IV
provides an overview of the exhibits attached hereto that set forth certain additional information
about the Debtor, as required by Local Rule 1007-2.
I. General Background
7. The Debtor is a limited liability corporation organized under New York
law with its headquarters and principal place of business in New York, New York.
8. The Debtor was founded in 2005 and offers its clients temperature-
controlled premium wine storage service in the heart of Manhattan. The Debtor currently stores
approximately 27,000 cases of wine for more than 380 clients. The Debtor's clients typically are
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wine collectors, fine restaurants with inadequate space to store their wines, retail wine shops,
local auction houses and small wine wholesalers and importers.
9. The Debtor stores its clients' wines in state-of-the-art temperature-
controlled cellars. The cellars are equipped with backup systems to ensure uninterrupted
protection. The Debtor uses a sophisticated proprietary warehousing system to effectively and
securely control and deliver its clients' wine inventories. Every case of wine the Debtor receives
from a client is given a unique bar code and the contents of each case are recorded in an
electronic database. Each case is then placed on the next available shelf space in the Debtor's
cellars and the bar code is scanned to add the precise shelf location to the electronic database.
10. The Debtor maintains an online interface that allows clients to view and
manage their entire inventory online, schedule deliveries between the Debtor's cellars and their
home or business and find detailed information about their collections. The Debtor offers same
day delivery service to its clients throughout the New York metropolitan area and uses specially-
outfitted vehicles to ensure safe delivery.
11. The Debtor provides storage services to its clients pursuant to storage
agreements (the "Client Storage Agreements"). The Client Storage Agreements, among other
things, fix the storage fee, set payment terms and limit the Debtor's liability.
12. Prior to Hurricane Sandy, the Debtor had seven (7) employees. As
described in greater detail in paragraph 16 below, the Debtor more than doubled its headcount
after Hurricane Sandy to assist with and expedite the Debtor's business restoration projects. As
of the Petition Date, the Debtor has five (5) full-time employees.
13. As described in Paragraph 1 above, I serve as the Debtor's managing
member and chief executive officer. I founded the business and developed the business plan.
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My experience in the wine industry dates back to 1964, when I bought Gateway Wine & Spirits
("Gateway"), a small wine shop in Manhattan. In 1984, Gateway merged into Park Avenue
Liquors. I have maintained involvement with Park Avenue Liquors since that time. I have also
held positions at several financial services firms, including J.P. Morgan, Morgan Stanley and
Train Babcock Advisors, LLC. I will remain as managing member and chief executive officer
after the Petition Date.
II. Events Leading to the Chapter 11 Filing
14. Due to the devastating impact of Hurricane Sandy, which struck the New
York metropolitan area in late October, 2012, the Debtor has experienced significant challenges
and ongoing disruptions to its ordinary business operations. Although the Debtor has worked
diligently since Hurricane Sandy to fully restore normal operations, the Debtor estimates that the
restoration process will likely continue for approximately another four months.
15. Hurricane Sandy caused significant damage to the building at which the
Debtor maintains its wine cellars. Upon receipt of an order from the New York City Department
of Environmental Protection, the Debtor's landlord ordered all tenants in the basements of the
Waterfront New York Building, including the Debtor, to move property out of the building's
basements. Thus, the Debtor approximately 27,000 cases of wine from the building's basement
to special climate-controlled storage rooms on higher floors.
16. To assist with the move and avoid any potential breakage or other damage
to its clients' wine during the move, the Debtor hired ten to fifteen additional employees, more
than doubling its pre-Sandy headcount of seven. The difficult task of physically moving the
wine was exacerbated by the lack of access to the building's elevator systems, which were not
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restored until five weeks after the storm. Nevertheless, the Debtor maintained the wine at
appropriate temperatures during the move and continues to do so in the special storage rooms.
17. In addition to the disruption caused by the landlord's order to relocate the
wine from the Debtor's cellars, an issue with one of the building's drainage pipes caused flooding
in the Debtor's offices. This flooding destroyed the Debtor's computer systems, requiring the
Debtor to replace its computer equipment and retrieve offsite backups of its electronic databases
and records. The Debtor was unable to complete this process until late November 2012, nearly a
month after its computer systems were destroyed.
18. As a result of the loss of its computer systems, the Debtor was forced to
move the vast majority of its clients' wine cases from their designated locations in the Debtor's
wine cellars before the Debtor had the ability to scan and track the precise new location of each
case. Consequently, the only way to determine specific information about a particular wine case
is to scan and inspect every case within the special storage rooms. The Debtor has worked
tirelessly since the storm in an effort to restore normal business operation and recently has begun
the process of returning its clients' wine cases to its cellars, a process that entails scanning and
indexing each of the 27,000 cases as it is returned to its designated location. As of the Petition
Date, however, only one of Debtor's six cellars has been restored. The other cellars remain
subject to further repairs and inspections.
19. Because of the warehousing and indexing systems described above, the
Debtor will not be able to locate with specificity every case of wine it stores until the vast
majority of cases have been scanned, indexed and returned to their designated locations within
the cellars.
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20. Nevertheless, certain of the Debtor's clients have commenced actions
against the Debtor, either demanding immediate access to their wine collections or seeking
damages in excess of $4,000,000 arising out of the Debtor's alleged "wrongful retention" of their
property. Others have sent letters or emails to the Debtor threatening further legal action. As
described above, I believe that at least 95 percent of the wine stored with the Debtor remains
undamaged, even after disruption caused by Hurricane Sandy. Wine stored by the Debtor is
extremely fragile, however, thus additional unnecessary handling and ad hoc inspections by
customers of the Debtor would only increase the risk of damage to the Debtor's clients' property.
Moreover, unauthorized access to the Debtor's storage facilities compromises the security and
safety of all client property held by the Debtor. Accordingly, the Debtor filed this petition to
allow it time to focus on business restoration efforts, without the tremendous distraction of
ongoing litigation, maximize the value of its estate for the benefit of all of its creditors (and
clients) and other parties in interest and prevent intrusive and unauthorized access to its facilities
that would harm both the Debtor's and its clients' valuable property.
III. First Day Pleadings
21. To enable Debtor to minimize the adverse effects of the commencement of
this chapter 11 case on its ongoing business operations and promote a smooth transition to
chapter 11, Debtor has requested various relief in its First Day Pleadings. I believe that the relief
requested in the First Day Pleadings is necessary to allow Debtor to operate with minimal
disruption during the pendency of this chapter 11 case. A description of the relief requested and
the facts supporting each of the Debtor's First Day Pleadings is set forth below.
22. It is my understanding that Rule 6003 of the Federal Rules of Bankruptcy
Procedure (the "Bankruptcy Rules") provides that "except to the extent that relief is necessary to
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avoid immediate and irreparable harm," the Court shall not consider motions to pay prepetition
claims during the first twenty one (21) days following the filing of a chapter 11 petition.
Accordingly, as set forth below, the Debtor has narrowly tailored its requests for authority to pay
any prepetition claims to those circumstances where failure to pay such claims would cause
immediate and irreparable harm to the Debtor and its estate.
A. Motion of Debtor and Debtor-in-Possession for Entry of an Order Granting Debtor Additional Time Within Which to File Schedules and Statements (the "Schedules Extension Motion")
23. The Debtor requests an additional 30 days to file its schedule of assets and
liabilities, schedule of executor contracts and unexpired leases, and statements of financial affairs
(collectively, the "Schedules and Statements"). The requested extension would give the Debtor a
total of 44 days from the Petition Date to file its Schedules and Statements.
24. To prepare its Schedules and Statements, the Debtor will have to compile
information from books, records and documents relating to claims, assets, liabilities and
contracts. The collection of necessary information will require a significant expenditure of time
and effort on the part of the Debtor and its employees, and the Debtor anticipates that it will be
unable to complete its Schedules and Statements in the 14 days provided under Bankruptcy Rule
1007(c). This task is further complicated by the fact that the Debtor's employees will have to
continue to work full-time restoring Debtor's wine inventory system while responding to the
demands of the chapter 11 case.
25. I believe that the relief requested in the Schedules Extension Motion is in
the best interest of the Debtor's estate, its creditors, and all other parties in interest, and will
enable the Debtor to continue to operate its business in chapter 11 with minimal disruption.
Accordingly, on behalf of the Debtor, I respectfully submit that the Schedules Extension Motion
should be approved.
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B. Motion of Debtor and Debtor-in-Possession for Entry of an Order (I) Authorizing, But Not Directing, Debtor to Pay Prepetition Wages, Salaries and Benefits, (II) Authorizing, But Not Directing, Debtor to Pay Prepetition Payroll Taxes, Withholdings and Reimbursable Expenses, (III) Authorizing, But Not Directing, Debtor to Continue Employee Benefits Programs on a Postpetition Basis, and (IV) Authorizing All Financial Institutions to Honor All Related Checks and Electronic Payment Requests (the "Employee Motion")
26. The Debtor seeks authority to pay and honor, in its sole discretion, certain
prepetition claims and obligations related thereto for, among other things, wages, salaries,
payroll services, federal, state and local withholding taxes, and other amounts withheld
(including employees' share of insurance premiums, taxes and 401(k) contributions), health
insurance, workers' compensation benefits, vacation time and other paid time off, short- and
long-term disability, and all other benefits that the Debtor has historically provided to its
employees in the ordinary course of business (collectively, the "Employee Obligations"), to pay
all costs incident to the Employee Obligations, and to continue to pay and honor the Employee
Obligations in the ordinary course of business on a postpetition basis. I am familiar with the
Employee Obligations.
27. As of the Petition Date, the Debtor has five (5) employees, all of whom
are full-time employees ( collectively, the "Employees"). Of the Employees, two (2) are salaried
and three (3) are paid on an hourly basis. No Employee is represented by a union or covered by
a collective bargaining agreement. The Employees perform a variety of critical functions,
including sales, accounting, administration, finance, management, operations, inventory
management and other tasks. The Employees' highly specialized skills, knowledge and
understanding of the Debtor's business and operations are essential to the effective
reorganization of the Debtor's business. To maintain the morale and stability of the Employees
during this critical time, the Debtor seeks authority to pay and continue to honor the Employee
Obligations.
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28. I believe that without the requested relief being granted by this Court, it is
likely that some of the Employees would seek alternative employment opportunities. Such a
development would deplete the Debtor's workforce, hindering the Debtor's ability to successfully
reorganize and maximize value for all of its stakeholders. The loss of valuable Employees and
the resulting recruiting of new employees that would be necessary to find replacements would be
distracting and costly at this critical time when the Debtor is seeking to normalize operations and
maximize asset values. Further, if the Debtor loses Employees, it will incur recruiting expenses
in locating replacement employees if, under the Debtor's circumstances, replacement employees
could be recruited at all. Accordingly, I believe that approving the Debtor's request to pay or
otherwise honor the Employee Obligations is imperative to the Debtor's ability to maximize
value of its estate for the benefit of its stakeholders.
29. Finally, to effectuate the payment of the Employee Obligations, the Debtor
requests that the Court enter an order authorizing all banks and financial institutions to honor all
prepetition checks for payment of prepetition wages and benefits and prohibiting all banks from
placing any holds on, or attempting to reserve, any automatic transfers to the Employees'
accounts for prepetition wages and benefits.
30. I believe that the relief requested in the Employee Motion is in the best
interests of the Debtor's estate, its creditors, and all other parties in interest, and will enable the
Debtor to continue to operate its business in chapter 11 with minimal disruption. Accordingly,
on behalf of the Debtor, I respectfully submit that the Employee Motion should be approved.
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C. Motion of Debtor and Debtor-in-Possession for Interim and Final Orders (I) Authorizing Continued Use of Existing Cash Management System, and (II) Authorizing Continued Use of Existing Business Forms (the "Cash Management Motion")
31. By the Cash Management Motion, the Debtor is requesting that the Court
enter interim and final orders (i) authorizing the Debtor's continued use of its existing cash
management system, and (ii) authorizing the continued maintenance of existing business forms.
32. As of the Petition Date, the Debtor maintains one (1) bank account (the
"Account") in the ordinary course of its business, which serves as a conduit for revenue obtained
from business operations for distribution to employees, vendors and other creditors. The Debtor
uses the Account and its simple cash management system to meet its operating needs, ensure
cash availability and liquidity, reduce administrative expenses by facilitating the efficient
movement of funds, and enhance the development of accurate account balances. I believe that
any disruption could have a severe and adverse impact on the Debtor's reorganization efforts and
would jeopardize the underlying value of the Debtor's assets.
33. Additionally, in the ordinary course of business, the Debtor uses a variety
of checks and business forms (collectively, the "Business Forms"). To minimize expenses to its
estate and avoid unnecessarily confusing its employees, clients and vendors, I believe it is
appropriate to continue to use all such Business Forms as they existed immediately prior to the
Petition Date – without reference to the Debtor's status as debtor in possession – rather than
requiring the Debtor to incur the expense and delay of ordering entirely new business forms.
34. In the Cash Management Motion, the Debtor also seeks a waiver of the
U.S. Trustee requirement that the Account be closed and that new postpetition accounts be
opened. The closing of the Account, even if for a brief period of time, would cause great harm to
the Debtor's business operations and severely hamper the Debtor's ability to collect and disburse
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funds in the ordinary course of business. To ensure as smooth a transition into chapter 11 as
possible, and to aid in the Debtor's efforts to complete this chapter 11 case successfully and
without delay, it is important that the Debtor be permitted to continue to maintain the Account.
35. The operation of Debtor's business requires that the Debtor's cash
management system continue to be implemented during the pendency of the chapter 11 case. I
believe the Debtor's continued use of its cash management system will greatly facilitate its
transition into the chapter 11 case by, among other things, avoiding administrative inefficiencies
and expenses and minimizing delays in the payment of postpetition debts. Indeed, the inability
to maintain the cash management system and the Account would interfere with the Debtor's
performance and unnecessarily disrupt its still-recovering business operations. Consequently,
continuation of the Debtor's cash management system is not only essential but in the best
interests of all creditors and other parties in interest.
IV. Information Required by Local Bankruptcy Rule 1007-2
36. Local Rule 1007-2 requires certain information related to the Debtor,
which is set forth below.
37. The information required by Local Rule 1007-2(a)(1) is set forth in Parts I
and II above.
38. There was no ad hoc or informal committee organized prior to the order
for relief in this case, disclosure of which is required by Local Rule 1007-2(a)(3).
39. Pursuant to Local Rule 1007-2(a)(4), Exhibit A hereto is a consolidated
list of the holders of the Debtor's twenty largest unsecured claims, excluding claims of insiders.
40. No person or entity holds any secured claim against the Debtor, disclosure
of which is required by Local Rule 1007-2(a)(5).
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41. Pursuant to Local Rule 1007-2(a)(6), Exhibit B hereto provides a
summary of the Debtor's assets and liabilities.
42. There are no classes of shares of stock, debentures or other securities of
the Debtor that are publicly held, disclosure of which is required by Local Rule 1007-2(a)(7)
43. The Debtor does not hold interests in any property that is in the possession
or custody of any custodian, public officer, mortgagee, pledge, assignee of rents, or secured
creditor or agent for any such entity, disclosure of which is required by Local Rule 1007-2(a)(8).
44. Pursuant to Local Rule 1007-2(a)(9), Exhibit C hereto provides a list of
the properties comprising the premises owned, leased or held under other arrangements from
which the Debtor operates its business.
45. Pursuant to Local Rule 1007-2(a)(10), Exhibit D hereto provides a list of
the locations of the Debtor's substantial assets and books and records. The Debtor holds no assets
outside the territorial limits of the United States.
46. Pursuant to Local Rule 1007-2(a)(11), Exhibit E hereto provides a list of
the nature and present status of each action or proceeding (pending or threatened) against the
Debtor or its property where a judgment against the Debtor or a seizure of its property may be
imminent.
47. Pursuant to Local Rule 1007-2(a)(12), Exhibit F hereto sets forth a list of
the names of the individuals who comprise the Debtor's existing senior management, their tenure
with the Debtor, and a brief summary of their relevant responsibilities and experience.
48. Pursuant to Local Rules 1007-2(b)(1)-(2)(A), Exhibit G hereto provides
for the 30-day period following the Petition Date, the estimated amount of weekly payroll to the
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Debtor's employees (exclusive of officers, directors and stockholders) and the estimated amount
paid and proposed to be paid to officers, stockholders and directors.
49. Pursuant to Local Rule 1007-2(b)(3), Exhibit H hereto provides a
schedule for the 30-day period following the Petition Date, of estimated cash receipts and
disbursements, net cash gain or loss, obligations and receivables expected to accrue but remain
unpaid, other than professional fees, and any other information relevant to an understanding of
the foregoing.
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EXHIBIT A
Consolidated List of the Holders of Debtor's 20 Largest Unsecured Claims
Pursuant to Local Rule 1007-2(a)(4), the following is a consolidated list of creditors holding the twenty (20) largest unsecured claims against Debtor (the "Consolidated List") based on Debtor's unaudited books and records as of the Petition Date. The Consolidated List has been prepared in accordance with Bankruptcy Rule 1007(d) and does not include persons or entities who come within the definition of "insider" set forth in Bankruptcy Code section 101(31).
The information herein shall not constitute an admission of liability by, nor is it binding on Debtor. Debtor reserves all rights to assert that any debt or claim included herein is a disputed claim or debt, and to challenge the priority, nature, amount, or status of any such claim or debt. Debtor's failure to list a claim as contingent, disputed or subject to set-off shall not be a waiver of any of Debtor's rights relating thereto. In the event of any inconsistencies between the summaries set forth below and the respective corporate and legal documents relating to such obligations, the descriptions in the corporate and legal documents shall control.
Name of Creditor
Complete mailing address, and employee, agents, or department familiar with
claim
Nature of claim (trade debt, bank
loan, government
contracts, etc.)
Indicate if claim is
contingent, unliquidated, disputed or
subject to set off
Amount of Claim
1. Waterfront NY L.P. 224 12th Avenue New York, NY 10001
Waterfront NY Realty Corp. as agent for Waterfront NY L.P. 224 12th Avenue New York, NY 10001 Attn: Chris Flagg [email protected] Fax: 212-629-8768
Accounts Payable
$50,427.03
2. Chase Card Services PO Box 15153 Wilmington, Delaware 19886-5153 1-800-875-5220
Accounts Payable
$7,453.63
3. New York State Department of Taxation and Finance Bankruptcy Section PO Box 5300 Albany, NY 12205-0300
Taxes $3,909.83
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Name of Creditor
Complete mailing address, and employee, agents, or department familiar with
claim
Nature of claim (trade debt, bank
loan, government
contracts, etc.)
Indicate if claim is
contingent, unliquidated, disputed or
subject to set off
Amount of Claim
4. Samantha Carrington c/o WineCare Storage LLC 224 12th Avenue, Ste. 231 New York, NY 10001
Payroll $1,315.39
5. Adam Strauss c/o WineCare Storage LLC 224 12th Avenue, Ste. 231 New York, NY 10001
Payroll $1,315.39
6. Todd Jackson c/o WineCare Storage LLC 224 12th Avenue, Ste. 231 New York, NY 10001
Payroll $924.00
7. Jose Duarte c/o WineCare Storage LLC 224 12th Avenue, Ste. 231 New York, NY 10001
Payroll $859.20
8. Vidaliz Ferrer c/o WineCare Storage LLC 224 12th Avenue, Ste. 231 New York, NY 10001
Payroll $739.20
9. Minetta Lane LLC 568 Broadway Suite 401 New York NY 10012
Robert E Levy 56 Beaver Street PH2 New York, NY 10004 (212) 674-3000
Litigation Contingent, Unliquidated, Disputed
10. Morandi LLC 211 Waverly Place Freight near 15 Charles New York NY 10012
Robert E Levy 56 Beaver Street PH2 New York, NY 10004 (212) 674-3000
Litigation Contingent, Unliquidated, Disputed
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Name of Creditor
Complete mailing address, and employee, agents, or department familiar with
claim
Nature of claim (trade debt, bank
loan, government
contracts, etc.)
Indicate if claim is
contingent, unliquidated, disputed or
subject to set off
Amount of Claim
11. Kayvan Hakim 154 W. 70th Street Suite 200 New York, NY 10023
Steven B. Sperber Sperber Denenberg & Kahan, P.C. 48 West 37th Street, 16th Floor New York, NY 10018 (917) -351-1335
Litigation Contingent, Unliquidated, Disputed
12. Phillip Waterman III Waterman Interests 400 Park Avenue New York, NY 10022
Gregg Weiner Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attn: Gregg Weiner (212) 859-8579 [email protected]
Litigation Contingent, Unliquidated, Disputed
13. 14. 15. 16. 17. 18. 19. 20.
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EXHIBIT B
Summary of Debtor's Assets and Liabilities
Pursuant to Local Rule 1007-2(a)(6), the following are unaudited estimates of Debtor's total assets and liabilities. The following financial data is the latest available information.
Assets and Liabilities Amount
Total Assets (Book Value as of December 31, 2012)
$237,774.51
Total Liabilities (Book Value as of December 31, 2012)
$1,090,663.36
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EXHIBIT C
Summary of Debtor's Property From Which Debtor Operates its Business
Pursuant to Local Rule 1007-2(a)(9), the following lists the location of the premises owned, leased, or held under other arrangement from which Debtor operates its business as of the Petition Date
Property Address Nature of Property Interest
Usage
628 W. 28th Street Lower Level Cellars 8, 10,12, 14, 16, 24 New York, NY 10001
Lease Wine storage space
224 12th Avenue, Suite 22-252 New York, NY 10001
Lease Headquarters, office space
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EXHIBIT D
Location of Debtor's Substantial Assets and Books and Records
Pursuant to Local Rule 1007-2(a)(10), the Debtor's substantial assets and books and records as of the Petition Date are held at:
224 Twelfth Avenue, Suite 22-252 New York, New York 10001
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EXHIBIT E
Nature and Present Status of Each Action or Proceeding (Pending or Threatened) Against Debtor or its Property Where a Judgment Against Debtor or a Seizure of its Property may
be Imminent
Pursuant to Local Rule 1007-2(a)(11), the following provides a list of the nature and present status of each action or proceedings (pending or threatened) against Debtor or its property where a judgment against Debtor or a seizure of its property may be imminent, as of the Petition Date
The information herein shall not constitute an admission of liability by, nor is it binding on Debtor. Debtor reserves all rights to assert that claim included herein is a disputed claim, and to challenge the priority, nature, amount, or status of any such claim or debt.
Petitioner/Plaintiff Venue Caption and Case Number
Phillip Waterman III Waterman Interests 400 Park Avenue New York, NY 10022
Supreme Court of the State of New York, County of New York
Application of Philip Waterman III to Compel Disclosure Pursuant to CPLR 3102(c) from WineCare Storage, LLC Index No. 159213/2012
Minetta Lane LLC 568 Broadway, Suite 401 New York NY 10012
Supreme Court of the State of New York, County of New York
Minetta Lane LLC and Morandi LLC v. WineCare Storage LLC Index No. 650208/2013
Morandi LLC 211 Waverly Place Freight near 15 Charles St. New York NY 10012
Supreme Court of the State of New York, County of New York
Minetta Lane LLC and Morandi LLC v. WineCare Storage LLC Index No. 650208/2013
Kayvan Hakim 154 W. 70th Street Suite 200 New York, NY 10023
Civil Court of the City of New York, County of New York
Hakim v. WineCare Storage LLC Index No. L&T 89270/12
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DOC ID - 19599551.2
EXHIBIT F
Debtor's Senior Management
Pursuant to Local Rule 1007-2(a)(12), the following provides the names of the individuals who constitute Debtor's existing senior management, their tenure with Debtor, and a brief summary of their responsibilities and relevant experience as of the Petition Date.
Name / Position Relevant Experience / Responsibility
Derek Limbocker, Managing Member, President and Chief Executive Officer
Founded Debtor in 2005, created its business plan and continues to work full time on all aspects of the business. Limbocker's wine industry experience dates back to 1964 when he bought a small wine shop in Manhattan, Gateway Wine & Spirits. Limbocker remained active with that business after it merged into Park Avenue Liquors in 1984. Limbocker has also held positions at several financial services firms, including J.P. Morgan, Morgan Stanley and Train Babcock Advisors, LLC.
Samantha Carrington, Director of Sales & Client Services
Samantha began working at the Debtor in February 2007. Samantha is involved primarily in marketing, advertising and client relations. She is a member of the New York Chapters of Commanderie des Cotes du Rhone and the Chaine des Rotisseurs, a recipient of the Diploma of Wines and Spirits and speaks four languages – English, Spanish, French and Italian.
Adam Straus, Director of Operations
Adam began working at the Debtor in May 2007. He oversees management and handling of the Debtor's clients' wines held within the Debtor's cellars and is responsible for scheduling and coordinating deliveries between the Debtor's cellars and its clients' homes or businesses.
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DOC ID - 19599551.2
EXHIBIT G
Debtor's Payroll for the Thirty (30) Day Period Following the Filing of Debtor's Chapter 11 Petition
Pursuant to Local Rules 1007-2(b)(1)-(2)(A), the following provides, for the 30-day period following the Petition Date, the estimated amount of weekly payroll to Debtor's employees (exclusive of officers, directors and stockholders) and the estimated amount paid and proposed to be paid to officers, directors and stockholders.
Payments Payment Amounts
Payments to Employees (Not Including Officers, Directors, and Stockholders)
Approximately $34,000
Payments to Officers, Directors and Stockholders The Debtor does not expect any estimated payments to its Officers, Director and Stockholders
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DOC ID - 19599551.2
EXHIBIT H
Debtor's Estimated Cash Receipts and Disbursements for the Thirty (30) Day Period Following the Filing of the Chapter 11 Petition
Pursuant to Local Rule 1007-2(b)(3), the following provides, for the 30-day period following the Petition Date, Debtor's estimated cash receipts and disbursements, net cash gain or loss, and obligations and receivables expected to accrue that remain unpaid, other than professional fees.
Type Amount
Cash Receipts $42,000
Cash Disbursements $35,000
Net Cash Gain/(Loss) $7,000
Unpaid Obligations (excluding professional fees) $65,000
Unpaid Receivables (excluding professional fees) $80,000
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