Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 1 of 43
UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE
In re Chapter 11
SUPERIOR AIR CHARTER, LLC,1 Case No. 20-11007 (CSS)
Debtor.
GLOBAL NOTES, METHODOLOGY AND SPECIFIC DISCLOSURES REGARDING THE DEBTOR’S SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS
Introduction
Superior Air Charter, LLC, the debtor and debtor in possession (the “Debtor”) in the above- captioned chapter 11 case (the “Case”) submit its Schedules of Assets and Liabilities (the “Schedules”) and Statement of Financial Affairs (the “Statement”, and together with the Schedules, the “Schedules and Statement”) pursuant to section 521 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 1007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).
These Global Notes, Methodology, and Specific Disclosures Regarding the Debtor’s Schedules and Statement (the “Global Notes”) pertain to, are incorporated by reference in, and comprise an integral part of the Schedules and Statement. The Global Notes should be referred to, considered, and reviewed in connection with any review of the Schedules and Statement.
In preparing the Schedules and Statement, the Debtor relied upon information derived from its books and records that were available at the time of such preparation. Although the Debtor has made reasonable efforts to ensure the accuracy and completeness of such financial information, inadvertent errors or omissions, as well as the discovery of conflicting, revised, or subsequent information, may cause a material change to the Schedules and Statement. Accordingly, the Debtor reserves all of its rights to amend, supplement, or otherwise modify the Schedules and Statement as is necessary and appropriate. Notwithstanding the foregoing, the Debtor shall not be required to update the Schedules and Statement.
The Debtor, its officers, employees, agents and attorneys do not guarantee or warrant the accuracy or completeness of the data that is provided herein and shall not be liable for any loss or injury arising out of or caused in whole or in part by the acts, omissions, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the information contained herein. Except as expressly required by the Bankruptcy
1 The Debtor in this chapter 11 case, together with the last four digits of the Debtor’s federal tax identification number, is as follows: Superior Air Charter, LLC (2081). The mailing address for the Debtor, solely for purposes of notices and communications, is: 1341 W. Mockingbird Lane, Suite 600E, Dallas, Texas.
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Code, the Debtor and its officers, employees, agents and attorneys expressly do not undertake any obligation to update, modify revise or re-categorize the information provided herein or to notify any third party should the information be updated, modified, revised or re-categorized. The Debtor, on behalf of itself, its officers, employees, agents and advisors disclaim any liability to any third party arising out of or related to the information contained in the Schedules and Statement and reserve all rights with respect thereto.
The Schedules and Statement have been signed by Edward T Gavin, CTP, the Debtor’s Chief Restructuring Officer. In reviewing and signing the Schedules and Statement, Mr. Gavin relied upon the efforts, statements and representations of the Debtor’s other personnel and professionals. Mr. Gavin has not (and could not have) personally verified the accuracy of each such statement and representation, including, for example, statements and representations concerning amounts owed to creditors.
Global Notes and Overview of Methodology
1. Reservation of Rights. Reasonable best efforts have been made to prepare and file complete and accurate Schedules and Statement; however, inadvertent errors or omissions may exist. The Debtor reserves all rights to amend or supplement the Schedules and Statement from time to time, in all respects, as may be necessary or appropriate, including, without limitation, the right to amend the Schedules and Statement with respect to claim (“Claim”) description, or designation; dispute or otherwise assert offsets or defenses to any Claim reflected in the Schedules and Statement as to amount, liability, priority, status, or classification; subsequently designate any Claim as “disputed,” “contingent,” or “unliquidated;” or object to the extent, validity, enforceability, priority, or avoidability of any Claim. Any failure to designate a Claim in the Schedules and Statement as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by the Debtor that such Claim or amount is not “disputed,” “contingent,” or “unliquidated.” Furthermore, nothing contained in the Schedules and Statement shall constitute a waiver of rights with respect to the Debtor’s chapter 11 case, including, without limitation, issues involving Claims, setoff, recoupment, substantive consolidation, defenses, equitable subordination, recharacterization, and/or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and any other relevant non-bankruptcy laws to recover assets or avoid transfers. Any specific reservation of rights contained elsewhere in the Global Notes does not limit in any respect the general reservation of rights contained in this paragraph.
The listing in the Schedules or Statement (including, without limitation, Schedule A/B, Schedule D, Schedule E/F, Statement 3, or Statement 4) by the Debtor is a statement of what appears in the Debtor’s books and records and does not reflect any admission or conclusion of the Debtor regarding whether such amount would be allowed as a Claim or how such obligations may be classified and/or characterized in a plan of reorganization or by the Bankruptcy Court. The Debtor reserves all rights with respect to such obligations.
2. Description of Case and “as of” Information Date. On April 28, 2020 (the “Petition Date”), the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor is operating its business and managing its property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
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The asset information provided herein, except as otherwise noted, represents the asset and liability data of the applicable Debtor as of April 28, 2020. In some instances, the Debtor has used estimates or pro-rated amounts where actual data as of the aforementioned date was not available. The Debtor has made a reasonable effort to allocate liabilities between the pre- and post- petition periods based on the information and research that was conducted in connection with the preparation of the Schedules and Statement. As additional information becomes available and further research is conducted, the Debtor may modify the allocation of liabilities between the pre- and post-petition periods and amend the Schedules and Statement accordingly.
3. Basis of Presentation. The Schedules and Statement reflect the assets and liabilities of the Debtor. For financial reporting purposes, these Schedules and Statement do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), nor are they intended to reconcile the financial statements previously distributed to lenders, major creditors or various equity holders on an intermittent basis. Additionally, the Schedules and Statement contain unaudited information that is subject to further review and potential adjustment. It should also be noted that the Debtor uses a cash management system through which the Debtor pays substantially all liabilities and expenses.
4. Net Book Value of Assets. It would be prohibitively expensive, unduly burdensome, and an inefficient use of estate assets for the Debtor to obtain current market valuations for all of its assets. Accordingly, unless otherwise indicated, the Debtor’s Schedules and Statement reflect net book values as of April 28, 2020, in the Debtor’s books and records. Furthermore, as applicable, assets that have fully depreciated or were expensed for accounting purposes do not appear in the Schedules and Statement as they have no net book value. The Debtor reserves the right to amend or adjust the value of each asset or liability set forth herein.
5. Reclassification. Notwithstanding the Debtor’s reasonable best efforts to properly characterize, classify, categorize or designate certain Claims, assets, executory contracts, unexpired leases and other items reported in the Schedules and Statement, the Debtor may, nevertheless, have improperly characterized, classified, categorized, designated, or omitted certain items due to the complexity and size of the Debtor’s business. Accordingly, the Debtor reserves all rights to recharacterize, reclassify, recategorize, redesignate, add or delete items reported in the Schedules and Statement at a later time as is necessary or appropriate as additional information becomes available, including, without limitation, whether contracts or leases listed herein were deemed executory or unexpired as of the Petition Date and remain executory and unexpired postpetition.
6. Personal Property–Leased. In the ordinary course of its business, the Debtor leases various articles of personal property, including fixtures and equipment, from certain third- party lessors. The Debtor has made reasonable efforts to list all such leases in the Schedules and Statement. Nothing in the Schedules or Statement is or shall be construed as an admission or determination as to the legal status of any lease (including whether to assume and assign or reject such lease or whether it is a true lease or a financing arrangement), and the Debtor reserves all of its rights with respect to all such issues.
7. Excluded Assets and Liabilities. The liabilities listed on the Schedules do not reflect any analysis of Claims under section 503(b)(9) of the Bankruptcy Code. Accordingly, the
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Debtor reserves all rights to dispute or challenge the validity of any asserted Claims under section 503(b)(9) of the Bankruptcy Code or the characterization of the structure of any such transaction or any document or instrument related to any creditor’s Claim. The Debtor also has excluded rejection damage Claims of counterparties to executory contracts and unexpired leases that may be rejected, to the extent such damage Claims exist. In addition, certain immaterial assets and liabilities may have been excluded.
8. Intellectual Property Rights. Exclusion of any intellectual property, including the Debtor’s customer list, shall not be construed as an admission that such intellectual property rights have been abandoned, terminated, assigned, expired by their terms, or otherwise transferred pursuant to a sale, acquisition, or other transaction. Conversely, inclusion of certain intellectual property shall not be construed to be an admission that such intellectual property rights have not been abandoned, terminated, assigned, expired by its terms, or otherwise transferred pursuant to a sale, acquisition, or other transaction. The Debtor reserves all rights with respect to the legal status of any and all intellectual property rights.
9. Executory Contracts and Unexpired Leases. The Debtor’s executory contracts and unexpired leases have been set forth in Schedule G. The Debtor reserves all rights with respect to the named parties of any and all executory contracts, including the right to amend Schedule G. Moreover, the Debtor has not necessarily set forth executory contracts and unexpired leases as assets in the Schedules and Statement, even though these contracts and leases may have some value to the Debtor’s estates. The Debtor’s rejection of executory contracts and unexpired leases may result in the assertion of rejection damage claims; the Schedules and Statement do not reflect any claims for rejection damages. The Debtor reserves the right to make any arguments and objections with respect to the assertion of any such claims.
10. Materialman’s/Mechanic’s Liens. The assets listed in the Schedules and Statement are presented without consideration of any materialman’s or mechanic’s liens.
11. Classifications. Listing a Claim or contract on (a) Schedule D as “secured,” (b) Schedule E/F Part 1 as “priority,” (c) Schedule E/F Part 2 as “unsecured,” or (d) on Schedule G as “executory” or “unexpired,” does not constitute an admission by the Debtor of the legal rights of the Claimant or a waiver of the Debtor’s rights to recharacterize or reclassify such Claims or contracts or to setoff of such Claims.
12. Claims Description. Schedules D and E/F permit the Debtor to designate a Claim as “disputed,” “contingent,” and/or “unliquidated.” Any failure to designate a Claim on the Debtor’s Schedules and Statement as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by the Debtor that such amount is not “disputed,” “contingent,” or “unliquidated,” or that such Claim is not subject to objection. The Debtor reserves all rights to dispute, or assert offsets or defenses to, any Claim reflected on the Debtor’s Schedules and Statement on any grounds, including liability or classification. Additionally, the Debtor expressly reserves all rights to subsequently designate such Claims as “disputed,” “contingent,” or “unliquidated.” Moreover, listing a Claim does not constitute an admission of liability by the Debtor.
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13. Causes of Action. Despite reasonable best efforts to identify all known assets, the Debtor may not have listed all causes of action or potential causes of action against third-parties as assets in the Schedules and Statement, including, without limitation, causes of actions arising under intellectual property law and/or the provisions of chapter 5 of the Bankruptcy Code and any other relevant non-bankruptcy laws to recover assets or avoid transfers. The Debtor reserves all rights with respect to any cause of action (including avoidance actions), controversy, right of setoff, cross-Claim, counter-Claim, or recoupment and any Claim on contracts or for breaches of duties imposed by law or in equity, demand, right, action, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, power, privilege, license, and franchise of any kind or character whatsoever, known, unknown, fixed or contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law, or in equity, or pursuant to any other theory of law (collectively, “Causes of Action”) it may have, and neither these Global Notes nor the Schedules and Statement shall be deemed a waiver of any Claims or Causes of Action or in any way prejudice or impair the assertion of such Claims or Causes of Action.
14. Summary of Significant Reporting Policies. Summary of Significant Reporting Policies. The following is a summary of significant reporting policies:
a) Undetermined Amounts. The description of an amount as “unknown,” “TBD” or “undetermined” is not intended to reflect upon the materiality of such amount.
b) Totals. All totals that are included in the Schedules and Statement represent totals of all known amounts. To the extent there are unknown or undetermined amounts, the actual total may be different than the listed total.
c) Paid Claims. The Debtor was authorized (but not directed) to pay certain outstanding prepetition Claims pursuant to various orders entered by the Bankruptcy Court. Accordingly, certain outstanding liabilities may have been reduced by post-petition payments made on account of prepetition liabilities. To the extent the Debtor pays any of the Claims listed in the Schedules and Statement pursuant to any orders entered by the Bankruptcy Court, the Debtor reserves all of its rights to amend or supplement the Schedules and Statement or take other action as is necessary or appropriate to avoid overpayment for any such liabilities.
d) Liens. Property and equipment listed in the Schedules and Statement are presented without consideration of any liens that may attach (or have attached) to such property and equipment.
15. Estimates and Assumptions. Because of the timing of the filing, management was required to make certain estimates and assumptions that affected the reported amounts of these assets and liabilities. Actual results could differ from those estimates, perhaps materially. The Debtor reserves all rights to amend the reported amounts of assets and liabilities to reflect changes in those estimates or assumptions.
16. Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars.
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17. Setoffs. The Debtor incurs certain offsets and other similar rights during the ordinary course of business. Offsets in the ordinary course can result from various items, including, without limitation, pricing discrepancies, returns, refunds, warranties, debit memos, credits, and other disputes between the Debtor and its suppliers and/or customers. These offsets and other similar rights are consistent with the ordinary course of business in the Debtor’s industry and are not tracked separately. Therefore, although such offsets and other similar rights may have been accounted for when certain amounts were included in the Schedules, offsets are not independently accounted for, and as such, are or may be excluded from the Debtor’s Schedules and Statement.
18. Global Notes Control. In the event that the Schedules and Statement differ from the foregoing Global Notes, the Global Notes shall control.
Specific Disclosures with Respect to the Debtor’s Schedules
Schedule A/B. All values set forth in Schedule A/B reflect the book value of the Debtor’s assets as of April 28, 2020 unless otherwise noted below.
Schedule A/B3. Cash values held in financial accounts at the time of filing are listed on Schedule A/B3 as of April 28, 2020. Details with respect to the Debtor’s cash management system and bank accounts are provided in the Debtor's Motion for Entry of Interim and Final Orders (I) Authorizing Continued Use of Cash Management System, (II) Authorizing Continued Use of Existing Business Forms, (III) Authorizing the Continuation of Intercompany Transactions, (IV) Granting Administrative Priority Status to Post-Petition Intercompany Transactions, (V) Authorizing Use of Prepetition Bank Accounts, and (VI) Temporarily Suspending the Requirements of 11 U.S.C. Section 345(b) [D.I. 3]. The Debtor has subsequently opened new bank accounts with East West Bank, an institution with an active Uniform Depository Agreement, and intends to transfer all current funds from the accounts listed on Schedule A/B3 by Friday June 5, 2020.
Schedule A/B7. The Debtor has listed, to the best of its ability, all known deposits. Retainer payments to restructuring professionals are reflected in response to Statement 11. It is possible the Debtor has additional deposits in the form of retainer deposits with lawyers or other professionals not listed here. Other such retainer amounts, if any, are believed to be immaterial.
Schedules A/B40, A/B41 and A/B50. The values of the furniture, computers, machinery and equipment have not been adjusted to appraised values and are reflected at net book values. Actual realizable values may vary significant relative to net book values as of the Petition Date.
Schedule A/B73. The Debtor maintains certain insurance policies, additionally, through payments to non-debtor affiliate Delux Public Charter LLC, the Debtor benefits from the coverage of certain insurance policies. Additional information regarding the insurance policies listed on Schedule A/B73 is available in the Debtor's Motion for Interim and Final Orders (I) Authorizing the Debtor to (A) Continue Prepetition Insurance Policies, and (B) Pay All Prepetition Obligations in Respect Thereof, and (II) Authorizing Banks to Honor Related Checks and Transfers [D.I. 5].
Schedule A/B74 and A/B75. In the ordinary course of its business, the Debtor may have accrued, or may subsequently accrue, certain rights to counter-Claims, setoffs, credits, refunds, or potential warranty Claims against its suppliers. Additionally, the Debtor may be a party to pending
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litigation in which the Debtor has asserted, or may assert, Claims as a plaintiff or counter-Claims as a defendant. Because such Claims are unknown to the Debtor and not quantifiable as of the Petition Date, they are not listed in the Schedules. The Debtor’s failure to list any cause of action, claim, or right of any nature is not an admission that such cause of action, claim, or right does not exist, and should not be construed as a waiver of such cause of action, claim, or right.
Schedule D. Reference to the applicable related documents is necessary for a complete description of the collateral and the nature, extent, and priority of any asserted liens. Nothing in the Global Notes or the Schedules and Statement shall be deemed a modification or interpretation of the terms of such related documents. Except as specifically stated on Schedule D, real property lessors, utility companies, and other parties that may hold security deposits have not been listed on Schedule D. The Debtor reserves all rights to amend Schedule D to the extent that the Debtor determines that any Claims associated with such agreements should be reported on Schedule D. Nothing herein shall be construed as an admission by the Debtor of the legal rights of the Claimant or a waiver of the Debtor’s rights to recharacterize or reclassify such Claim or contract. Moreover, the Debtor has not included on Schedule D parties that may believe its Claims are secured through setoff rights or inchoate statutory lien rights.
Schedule E/F, Part 1. The listing of any claim on Schedule E/F does not constitute an admission by the Debtor that such claim is entitled to priority treatment under 11 U.S.C. § 507. The Debtor reserves its rights to dispute the priority status of any claim on any basis.
Furthermore, pursuant to the Final Order Authorizing Payment of Certain Prepetition Employee Related Claims and Granting Related Relief [D.I. 74] the Debtor received final authority to pay certain prepetition obligations, including to pay employee wages and other employee benefits, in the ordinary course of business. The Debtor believes that any non-insider employee claims for prepetition amounts related to ongoing payroll and benefits, whether allowable as a priority or nonpriority claim, have been or will be satisfied, and such satisfied amounts are not listed on Schedule E.
Schedule E/F, Part 2. The Debtor has used reasonable best efforts to report all general unsecured Claims against the Debtor on Schedule E/F, Part 2 based upon the Debtor’s books and records as of the Petition Date.
The Claims listed on Schedule E/F, Part 2 arose or were incurred on various dates. In certain instances, the date on which a Claim arose is an open issue of fact. Although reasonable efforts have been made to identify the date of incurrence of each Claim, the Debtor’s books and records do not include invoice dates when aggregating total accounts payable from which the Claims on Schedule E/F are derived. Manually entering such information to Part 2 would be unduly burdensome and cost prohibitive. Therefore, the Debtor may not list a date for each Claim listed on Schedule E/F, Part 2.
Schedule E/F, Part 2 reflects the prepetition amounts owing to counterparties to executory contracts and unexpired leases, to the extent known. Such prepetition amounts, however, may be paid in connection with the assumption or assumption and assignment of an executory contract or unexpired lease. Additionally, Schedule E/F, Part 2 does not include potential rejection damage Claims, if any, of the counterparties to executory contracts and unexpired leases that may be
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rejected. Finally, under the Motion of the Debtor for Entry of an Order Authorizing, But Not Directing, Payment of Prepetition Claims of Clay Lacy Pursuant to 11 U.S.C. §§ 105(a) and 363(b) the Debtor has sought authority to play certain prepetition claims owed to Clay Lacy Aviation, schedule F, therefore reflects the amount that will remain as an unsecured claim after such payments.
Schedule G. Although the Debtor’s existing books, records and financial systems have been relied upon to identify and schedule executory contracts and diligent efforts have been made to ensure the accuracy of the Debtor’s Schedule G, inadvertent errors, omissions or over-inclusions may have occurred. Certain information, such as the contact information of the counter-party, may not be included where such information could not be obtained using the Debtor’s reasonable efforts. Listing a contract or agreement on Schedule G does not constitute an admission that such contract or agreement is an executory contract or unexpired lease or that such contract or agreement was in effect on the Petition Date or is valid or enforceable. The Debtor hereby reserves all rights to dispute the validity, status or enforceability of any contracts, agreements or leases set forth on Schedule G and to amend or supplement Schedule G as necessary. Certain of the leases and contracts listed on Schedule G may contain certain renewal options, guarantees of payment, indemnifications, options to purchase, rights of first refusal and other miscellaneous rights. Such rights, powers, duties and obligations are not set forth separately on Schedule G.
Certain confidentiality and non-disclosure agreements may not be listed on Schedule G. The Debtor reserves all of its rights with respect to such agreements.
Certain of the contracts and agreements listed on Schedule G may consist of several parts, including purchase orders, amendments, restatements, waivers, letters and other documents that may not be listed on Schedule G or that may be listed as a single entry. The Debtor expressly reserves the rights to challenge whether such related materials constitute an executory contract, a single contract or agreement or multiple, severable or separate contracts.
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, letters, memoranda and other documents, instruments, and agreements that may not be listed therein despite the Debtor’s use of reasonable efforts to identify such documents. Further, unless otherwise specified on Schedule G, each executory contract or unexpired lease listed thereon shall include all exhibits, schedules, riders, modifications, declarations, amendments, supplements, attachments, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease, without respect to whether such agreement, instrument, or other document is listed thereon.
The Debtor reserves all rights, Claims and causes of action with respect to the contracts on Schedule G, including the right to dispute or challenge the characterization of the structure of any transaction or any document or instrument related to a creditor’s Claim.
Omission of a contract or agreement from Schedule G does not constitute an admission that such omitted contract or agreement is not an executory contract or unexpired lease. The Debtor’s rights under the Bankruptcy Code with respect to any such omitted contracts or
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agreements are not impaired by the omission. Schedule G may be amended at any time to add any omitted contract, agreement or lease.
The listing of any contract on Schedule G does not constitute an admission by the Debtor as to the validity of any such contract or that such contract is an executory contract or unexpired lease. The Debtor reserves all rights to dispute the effectiveness of any such contract listed on Schedule G or to amend Schedule G at any time to remove any contract.
Specific Disclosures with Respect to the Debtor’s Statement
Statement 1. In the normal course of business, the Debtor has reported income for the last three calendar years, and all amounts are reflected as of April 28, 2020. Such income is made up of both “on-fleet” and “off-fleet” income. Off-fleet income arises when the Debtor books flights, on behalf of its customers, on non-Debtor air carriers. Such transactions are considered to be “flow through” as the Debtor receives payment from the customer and transmits such payment to the non-Debtor air carrier and receives no profit or financial benefit from such transaction. Such revenue is separate from the Debtor’s “SuiteKey” programs. The portion of the income listed on Statement 1 that is off-fleet is $8,790,251 for 2020, $8,682,427 for 2019, and $7,861,585 for 2018.
Statement 3. Statement 3 includes any disbursement or other transfer made by the Debtor within 90 days before the Petition Date except for those made to insiders (which payments appear in response to Statement 4), employees, and bankruptcy professionals (which payments appear in response to Statement 11). All disbursements listed on Statement 3 are made through the Debtor’s cash management system.
Statement 4. The Debtor has included all consulting and payroll distributions and aggregate travel, entertainment, and other expense reimbursements, aggregated by date, made over the twelve months preceding the Petition Date to any individual that may be considered an “insider.” Solely for purposes of preparing the Schedules and Statement, the Debtor included the following for purposes of defining “insiders:” (a) directors; (b) members; (c) managers; (d) officers; (e) other persons who exercised “control” over the Debtor’s operations; (f) equity holders holding in excess of 10% of the voting securities of the Debtor; and (g) relatives of the foregoing. The Debtor does not believe that all such Persons in these categories are in fact insiders with control over the Debtor. Persons listed as “insiders” have been included for informational purposes only and including them in the Schedules and Statement shall not constitute an admission that those persons are insiders for purposes of section 101(31) of the Bankruptcy Code or otherwise. Moreover, the Debtor does not take any position with respect to: (a) such person’s influence over the control of the Debtor; (b) the management responsibilities or functions of such individual; (c) the decision-making or corporate authority of such individual; or (d) whether the Debtor or such individual could successfully argue that he or she is not an “insider” under applicable law, including the federal securities laws, or with respect to any theories of liability or for any other purpose.
Statement 30. Unless otherwise indicated, the Debtor has included a comprehensive response to Statement 30 in Statement 4.
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Schedule A/B Part 8 49.3. Reference is made here to a certain, financed P-100 aircraft with tail# N583JS. As referenced in Schedule D, this aircraft is financed by UT Finance Corporation and carried a loan balance of $233,157 at petition date. In order to preserve and protect the paid-in value of this aircraft, the Debtor continues to make payments on this aircraft post-petition as reflected in the Debtor in Possession budget.
Schedule A/B Part 10 62.1. Here, the Debtor lists the purchase price of the Part 135 Air Carrier Certificate. Such value is the amount that was paid by the Debtor for the certificate and is the value carried on the Debtor’s balance sheet. This amount does not reflect any current market value or appraisal of such certificate and the market value may, in fact, be significantly higher (or lower) than the purchase price.
Schedule A/B Part 10 63.1. The Debtor has not assigned any value to its customer list for purposes of its internal balance sheet. The Debtor, on the other hand, believes this proprietary list has significant value on the open market and should therefore be protected. The absence of a book value of this list does not diminish the potential liquidation value of this list nor indicate that such customer list should not be protected.
Schedule E. The Debtor has included in Schedule E a disputed claim by the Internal Revenue Service with a Priority portion of $410,966 and General Unsecured Portion of $169,629. Such claim arises from a notice, dated 3/23/2020 and a letter, dated 3/16/2020. The notice and letter demand payment for allegedly past-due federal excise tax arising from periods ending 12/31/2018, 03/3/2019, and 06/30/2019 along with significant penalties and interest. The Debtor has reconciled the actual federal excise tax amounts due for these quarters and has determined that no tax is due. In fact, the Debtor has calculated an overpayment of $40,878 for these periods. The Debtor has contacted the Internal Revenue Service via telephone and mail in order to resolve these claims but they currently remain unresolved.
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Fill in this information to identify the case:
Debtor name: Superior Air Charter, LLC
United States Bankruptcy Court for the: District of Delaware Check if this is an Case number: 20-11007 amended ling
O cial Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy 04/19
The debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and case number (if known).
Part 1: Income
1. Gross revenue from business None
Identify the beginning and ending dates of the debtor’s scal year, which may be Sources of revenue Gross revenue a calendar year Check all that apply (before deductions and exclusions)
From the beginning of From to Filing Date Operating a business $11,299,065.00 the scal year to ling 1/1/2020 date: Other
For prior year: From to Operating a business $50,012,700.00 1/1/2019 12/31/2019 Other
For the year before that: From to Operating a business $48,204,722.00 1/1/2018 12/31/2018 Other
2. Non-business revenue Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1. None
Description of sources of revenue Gross revenue from each source (before deductions and exclusions)
From the beginning of From to Filing Date $ the scal year to ling date:
For prior year: From to $
For the year before that: From to $
Part 2: List Certain Transfers Made Before Filing for Bankruptcy Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 12 of 43 3. Certain payments or transfers to creditors within 90 days before ling this case List payments or transfers - including expense reimbursements - to any creditor, other than regular employee compensation, within 90 days before ling this case unless the aggregate value of all property transferred to that creditor is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases led on or after the date of adjustment.) None
Creditor’s name and address Dates Total amount or value Reasons for payment or transfer Check all that apply
3.1 $ Secured debt
Unsecured loan repayments See SOFA 3 Attachment Suppliers or vendors
Services
Other
4. Payments or other transfers of property made within 1 year before ling this case that bene ted any insider List payments or transfers, including expense reimbursements, made within 1 year before ling this case on debts owed to an insider or guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the bene t of the insider is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases led on or after the date of adjustment.) Do not include any payments listed in line 3. Insiders include o cers, directors, and anyone in control of a corporate debtor and their relatives; general partners of a partnership debtor and their relatives; a liates of the debtor and insiders of such a liates; and any managing agent of the debtor. 11 U.S.C. § 101(31). None
Insider’s name and address Dates Total amount or value Reasons for payment or transfer
4.1 $ Secured debt
Unsecured loan repayments See SOFA 4 Attachment Suppliers or vendors Relationship to debtor Services
Other
5. Repossessions, foreclosures, and returns List all property of the debtor that was obtained by a creditor within 1 year before ling this case, including property repossessed by a creditor, sold at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6. None
Creditor’s name and address Description of the property Date Value of property
5.1 Lease - Tail No. N507LJ 4/24/2020 $6,000,000.00
Phenom 30045, LLC 777 South Flagler Drive Suite 1100 West Tower West Palm Beach, FL 33401
5.2 Lease - Tail No. N322LL 4/24/2020 $6,000,000.00
Phenom Fleet 2, LLC 777 South Flagler Drive Suite 1100 West Tower West Palm Beach, FL 33401 Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 13 of 43 5.3 Lease - Tail No. N324JS 4/24/2020 $6,000,000.00
Phenom Fleet 3, LLC 777 South Flagler Drive Suite 1100 West Tower West Palm Beach, FL 33401
5.4 Lease - Tail No. N926JS 4/24/2020 $6,000,000.00
Phenom Fleet 4, LLC 777 South Flagler Drive Suite 1100 West Tower West Palm Beach, FL 33401
5.5 Lease - Tail No. N412JS 4/24/2020 $6,000,000.00
Phenom Fleet 5, LLC 777 South Flagler Drive Suite 1100 West Tower West Palm Beach, FL 33401
6. Setoffs List any creditor, including a bank or nancial institution, that within 90 days before ling this case set off or otherwise took anything from an account of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor owed a debt. None
Creditor’s name and address Description of the action creditor took Date action was taken Amount
6.1 $
Last 4 digits of account number
Part 3: Legal Actions or Assignments
7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was involved in any capacity—within 1 year before ling this case. None
Case title Nature of case Court or agency’s name and address Status of case
7.1 Name AIR21 whistleblower claim (Contested) Name Pending Colin Yates v. Superior Air US Department of Labor On appeal Charter, LLC, d/b/a JetSuite Air Street Concluded Case number 2015-AIR-00028 City State Zip
7.2 Name Wrongful termination (contested) Name Pending Colin Yates v. Superior Air Superior Court of California, County of Orange On appeal Charter, LLC Street Concluded Case number 700 W Civic Center Drive 30-2015-00781592-CU-WT-CJC City State Zip Santa Ana CA 92701 Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 14 of 43
7.3 Name Age Discrimination charge Name Pending Margaret E. Lynch v. JetSuite, US Equal Employment Opportunity Commission On appeal Inc. Street Concluded Case number Houston District O ce, Mickey Leland Building, 1919 450-2020-00390 Smith Street, 7th Fl.
City State Zip Houston TX 77002
7.4 Name Breach of Contract Name Pending Textron Aviation, Inc. v. United States District Court for the District of Kansas On appeal Superior Air Charter, LLC Street Concluded Case number 401 N. Market 6:18-cv-01187-JWB-KGG City State Zip Witchita KS 67202
7.5 Name Breach of Contract Name Pending Tantuwaya v. JetSuite, Inc. United Stated District Court, Southern District of On appeal California Case number Concluded 3:19-cv-0049-W-BLM Street 221 West Broadway
City State Zip San Diego CA 92101
8. Assignments and receivership List any property in the hands of an assignee for the bene t of creditors during the 120 days before ling this case and any property in the hands of a receiver, custodian, or other court-appointed o cer within 1 year before ling this case. None
Custodian’s name and address Description of the property Value
8.1 Custodian's name and address $ Case title Court name and address Street Name
Case number City State Zip Street
Date of order or assignment City State Zip
Part 4: Certain Gifts and Charitable Contributions
9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before ling this case unless the aggregate value of the gifts to that recipient is less than $1,000 None
Recipient’s name and address Description of the gifts or contributions Dates given Value
9.1 Recipient's name Check 3/6/2020 $5,000.00 30 Days of Service
Street
City State Zip
Recipient’s relationship to debtor Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 15 of 43 9.2 Recipient's name Check 1/6/2020 $3,178.00 Susan G. Komen
Street 5005 LBJ Freeway Suite 526
City State Zip Dallas TX 75244
Recipient’s relationship to debtor
9.3 Recipient's name Check 10/19/2018 $10,000.00 Wings of Rescue
Street P.O. Box 21747
City State Zip Seattle WA 98111
Recipient’s relationship to debtor
Part 5: Losses
10. All losses from re, theft, or other casualty within 1 year before ling this case None
Description of the property lost and how the loss Amount of payments received for the loss Date of loss Value of property lost occurred If you have received payments to cover the loss, for example, from insurance, government compensation, or tort liability, list the total received. List unpaid claims on O cial Form 106A/B (Schedule A/B: Assets – Real and Personal Property).
Bird strike to aircraft $24,000.00 3/24/2020 $
Part 6: Certain Payments or Transfers
11. Payments related to bankruptcy List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the ling of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking bankruptcy relief, or ling a bankruptcy case. None
Who was paid or who received the transfer? If not money, describe any property transferred Dates Total amount or value
11.1 3/23/2020, 4/24/2020 & $125,000.00 4/27/2020
Bayard P.A. 600 North King Street, Suite 400 Wilmington, DE 19801
Email or website address www.bayardlaw.com
Who made the payment, if not debtor? Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 16 of 43 11.2 4/24/2020 $50,000.00
Gavin/Solmonese LLC 919 N. Market Street, Suite 600 Wilmington, DE 19801
Email or website address www.gavinsolmonese.com
Who made the payment, if not debtor?
11.3 4/28/2020 $15,000.00
Bankruptcy Management Solutions, Inc. d/b/a Stretto 410 Exchange, Suite 100 Irvine, CA 92602
Email or website address www.stretto.com
Who made the payment, if not debtor?
11.4 4/28/2020 $15,000.00
R.e.l Group Inc. 116 Whitmore Avenue Toronto, ON, M6C 2H8
Email or website address www.relgrp.com
Who made the payment, if not debtor?
12. Self-settled trusts of which the debtor is a bene ciary List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the ling of this case to a self-settled trust or similar device. Do not include transfers already listed on this statement. None
Name of trust or device Describe any property transferred Dates transfers were Total amount or value made
12.1 $
Trustee
13. Transfers not already listed on this statement List any transfers of money or other property by sale, trade, or any other means made by the debtor or a person acting on behalf of the debtor within 2 years before the ling of this case to another person, other than property transferred in the ordinary course of business or nancial affairs. Include both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement. None
Who received transfer? Description of property transferred or payments Date transfer was Total amount or value received or debts paid in exchange made Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 17 of 43 13.1 $
Relationship to debtor
Part 7: Previous Locations
14. Previous addresses List all previous addresses used by the debtor within 3 years before ling this case and the dates the addresses were used. Does not apply
Address Dates of occupancy
14.1 Street From to 18952 MacArthur Boulevard, Suite 200 4/28/2017 5/31/2018
City State Zip Irvine CA 92612
Part 8: Health Care Bankruptcies
15. Health Care bankruptcies Is the debtor primarily engaged in offering services and facilities for: diagnosing or treating injury, deformity, or disease, or
providing any surgical, psychiatric, drug treatment, or obstetric care?
No. Go to part 9.
Yes. Fill in the information below.
Facility name and address Nature of the business operation, including type of services the If debtor provides debtor provides meals and housing, number of patients in debtor's care
15.1 Street
Location where patient records are maintained(if different from facility How are records kept? City State Zip address). If electronic, identify any service provider Check all that apply: Electronically
Paper
Part 9: Personally Identi able Information
16. Does the debtor collect and retain personally identi able information of customers?
No.
Yes. State the nature of the information collected and retained. Name, Address, Email, Phone Number and Date of Birth Does the debtor have a privacy policy about that information? No
Yes Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 18 of 43 17. Within 6 years before ling this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or other pension or pro t-sharing plan made available by the debtor as an employee bene t?
No. Go to Part 10.
Yes. Does the debtor serve as plan administrator?
No. Go to Part 10.
Yes. Fill in below:
Name of plan Employer identi cation number of the plan JETSUITE 401(K) 27-3270173
Has the plan been terminated? No
Yes
Part 10: Certain Financial Accounts, Safe Deposit Boxes, and Storage Units
18. Closed nancial accounts Within 1 year before ling this case, were any nancial accounts or instruments held in the debtor’s name, or for the debtor’s bene t, closed, sold, moved, or transferred? Include checking, savings, money market, or other nancial accounts; certi cates of deposit; and shares in banks, credit unions, brokerage houses, cooperatives, associations, and other nancial institutions. None
Financial institution name and address Last 4 Type of account Date account was Last balance before digits of closed, sold, moved, or closing or transfer account transferred number
18.1 Name Checking $
Savings Street Money market
City State Zip Brokerage
Other
19. Safe deposit boxes List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before ling this case. None
Depository institution name and address Names of anyone with access to it Description of the contents Does debtor still have it?
19.1 Name No Address Yes Street
City State Zip
20. Off-premises storage List any property kept in storage units or warehouses within 1 year before ling this case. Do not include facilities that are in a part of a building in which the debtor does business. None
Facility name and address Names of anyone with access to it Description of the contents Does debtor still have it? Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 19 of 43 20.1 Name No Address Yes Street
City State Zip
Part 11: Property the Debtor Holds or Controls that the Debtor Does Not Own
21. Property held for another List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. Do not list leased or rented property None
Owner’s name and address Location of the property Description of the property Value
21.1 $
Part 12: Details About Environmental Information
For the purpose of Part 12, the following de nitions apply: Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the medium affected (air, land, water, or any other medium).
Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly owned, operated, or utilized.
Hazardous material means anything that an environmental law de nes as hazardous or toxic, or describes as a pollutant, contaminant, or a similarly harmful substance.
Report all notices, releases, and proceedings known, regardless of when they occurred.
22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and orders
No.
Yes. Provide details below.
Case title Court or agency name and address Nature of the case Status of case
22.1 Name Pending Case Number On appeal Street Concluded
City State Zip
23. Has any governmental unit otherwise noti ed the debtor that the debtor may be liable or potentially liable under or in violation of an environmental law? No
Yes. Provide details below.
Site name and address Governmental unit name and address Environmental law, if known Date of notice
23.1 Name Name
Street Street
City State Zip City State Zip Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 20 of 43 24. Has the debtor noti ed any governmental unit of any release of hazardous material? No
Yes. Provide details below.
Site name and address Governmental unit name and address Environmental law, if known Date of notice
24.1 Name Name
Street Street
City State Zip City State Zip Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 21 of 43
Part 13: Details About the Debtor's Business or Connections to Any Business
25. Other businesses in which the debtor has or has had an interest List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before ling this case. Include this information even if already listed in the Schedules.
None
Business name and address Describe the nature of the business Employer Identi cation number Do not include Social Security number or ITIN.
25.1 EIN
Dates business existed From to
26. Books, records, and nancial statements 26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before ling this case. None
Name and address Dates of service
26a.1 From to Sunil Ramchandani 4/28/2018 Present 1341 W. Mockingbird Lane, Suite 600E Dallas, TX 75247
26b. List all rms or individuals who have audited, compiled, or reviewed debtor's books of account and records or prepared a nancial statement within 2 years before ling this case. None
Name and address Dates of service
26b.1 From to BDO 4/28/2018 Present 600 Anton Boulevard, Suite 500 Costa Mesa, CA 92626
26c. List all rms or individuals who were in possession of the debtor’s books of account and records when this case is led. None
Name and address If any books of account and records are unavailable, explain why
26c.1 Company accounting staff
26d. List all nancial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a nancial statement within 2 years before ling this case. None
Name and address
26d.1 Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 22 of 43 27. Inventories Have any inventories of the debtor’s property been taken within 2 years before ling this case? No
Yes. Give the details about the two most recent inventories.
Name of the person who supervised the taking of the inventory Date of inventory The dollar amount and basis (cost, market, or other basis) of each inventory
28. List the debtor’s o cers, directors, managing members, general partners, members in control, controlling shareholders, or other people in control of the debtor at the time of the ling of this case. Name and Address Position and nature of any interest % of interest, if any
28.1 Chief Executive O cer 0.00 Alex Wilcox 1341 W. Mockingbird Lane, Suite 600E Dallas, TX 75247
28.2 Chief Financial O cer 0.00 Sunil Ramchandani 1341 W. Mockingbird Lane, Suite 600E Dallas, TX 75247
28.3 Chief Restructuring O cer 0.00 Edward T. Gavin 919 N. Market Street, Suite 600 Wilmington, DE 19801
28.4 Independent Director 0.00 Jonathan Solursh 122 Whitmore Avenue Toronto, ON M6C-2H8
28.5 Shareholder 100.00 JSI LLC 1341 W. Mockingbird Lane, Suite 600E Dallas, TX 75247
29. Within 1 year before the ling of this case, did the debtor have o cers, directors, managing members, general partners, members in control of the debtor, or shareholders in control of the debtor who no longer hold these positions? No
Yes. Identify below.
Name and Address Position and nature of any interest Period during which position or interest was held
29.1 From to
30. Payments, distributions, or withdrawals credited or given to insiders Within 1 year before ling this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, bonuses, loans, credits on loans, stock redemptions, and options exercised? No
Yes. Identify below.
Name and address of recipient Amount of money or description and Dates Reason for providing value of property the value Debtor Superior Air Charter, LLC______Case number (if known)20-11007______Name Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 23 of 43 30.1 $ See SOFA 30 Attachment
Relationship To Debtor
31.Within 6 years before ling this case, has the debtor been a member of any consolidated group for tax purposes? No
Yes. Identify below.
Name of the parent corporation Employer Identi cation number of the parent corporation
31.1 JetSuiteX, Inc. EIN 30-0874642
32.Within 6 years before ling this case, has the debtor as an employer been responsible for contributing to a pension fund? No
Yes. Identify below.
Name of the pension fund Employer Identi cation number of the pension fund
32.1 EIN Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 24 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
SOFA 3 Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
45 North Flight 2/17/2020 $14,100.00 Trade Vendor
45 North Flight 2/17/2020 $8,970.00 Trade Vendor
45 North Flight 2/25/2020 $9,340.00 Trade Vendor
45 North Flight Total $32,410.00
A2V 2/18/2020 $44,369.00 Trade Vendor
A2V Total $44,369.00
Aerlex Tax Services 2/20/2020 $12,381.00 Professional Services
Aerlex Tax Services Total $12,381.00
Aero Star Aviation 7515 Lemmon Avenue Dallas TX 75209 2/20/2020 $20,662.35 Trade Vendor
Aero Star Aviation 7515 Lemmon Avenue Dallas TX 75209 2/27/2020 $43,828.75 Trade Vendor
Aero Star Aviation 7515 Lemmon Avenue Dallas TX 75209 2/28/2020 $14,383.87 Trade Vendor
Aero Star Aviation 7515 Lemmon Avenue Dallas TX 75209 3/6/2020 $5,518.08 Trade Vendor
Aero Star Aviation Total $84,393.05
Air Culinaire Worldwide LLC 5830 W Cypress Street Suites B & C Tampa FL 33607 3/6/2020 $8,726.37 Trade Vendor
Air Culinaire Worldwide LLC Total $8,726.37
Air Unlimited 2/19/2020 $9,870.00 Trade Vendor
Air Unlimited Total $9,870.00
Aircraft Services Group Inc. 2/17/2020 $10,940.00 Trade Vendor
Aircraft Services Group Inc. Total $10,940.00
Airport Courier PO Box 593212 San Antonio TX 78259 2/7/2020 $2,764.05 Trade Vendor
Airport Courier PO Box 593212 San Antonio TX 78259 2/20/2020 $396.22 Trade Vendor
Airport Courier PO Box 593212 San Antonio TX 78259 2/28/2020 $1,954.27 Trade Vendor
Airport Courier PO Box 593212 San Antonio TX 78259 3/6/2020 $811.93 Trade Vendor
Airport Courier PO Box 593212 San Antonio TX 78259 3/19/2020 $1,641.80 Trade Vendor
Airport Courier PO Box 593212 San Antonio TX 78259 4/3/2020 $2,057.80 Trade Vendor
Airport Courier Total $9,626.07
Altamiras Consulting, Inc. 4/22/2020 $9,844.80 Professional Services
Altamiras Consulting, Inc. Total $9,844.80
Amazon Web Services, Inc. 2/19/2020 $13,547.22 Trade Vendor
Amazon Web Services, Inc. 2/19/2020 $396.56 Trade Vendor
Amazon Web Services, Inc. 3/17/2020 $13,359.45 Trade Vendor
In re: Superior Air Charter, LLC Case No. 20-11007 Page 1 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 25 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Amazon Web Services, Inc. 3/17/2020 $370.97 Trade Vendor
Amazon Web Services, Inc. 4/22/2020 $14,961.77 Trade Vendor
Amazon Web Services, Inc. 4/22/2020 $396.56 Trade Vendor
Amazon Web Services, Inc. Total $43,032.53
American Express Corporate Card 1/31/2020 $119.88 Credit Card Payment Crew Travel
American Express Corporate Card 2/17/2020 $50,000.00 Credit Card Payment Crew Travel
American Express Corporate Card 2/26/2020 $101,933.25 Credit Card Payment Crew Travel
American Express Corporate Card 2/26/2020 $70,000.00 Credit Card Payment Crew Travel
American Express Corporate Card 2/26/2020 $50,000.00 Credit Card Payment Crew Travel
American Express Corporate Card 3/4/2020 $100,000.00 Credit Card Payment Crew Travel
American Express Corporate Card 3/16/2020 $100,067.28 Credit Card Payment Crew Travel
American Express Corporate Card 3/20/2020 $65,298.60 Credit Card Payment Crew Travel
American Express Corporate Card 3/20/2020 $30,000.00 Credit Card Payment Crew Travel
American Express Corporate Card 3/20/2020 $595.00 Credit Card Payment Crew Travel
American Express Corporate Card 4/22/2020 $77,430.55 Credit Card Payment Crew Travel American Express Corporate Card Total $645,444.56
Ameriflight, LLC 2/14/2020 $44,041.50 Trade Vendor
Ameriflight, LLC 2/28/2020 $19,020.75 Trade Vendor
Ameriflight, LLC Total $63,062.25
ASMCORP Private Mail Box (PMB) # 325 410 East Hillside Laredo TX 78041 2/10/2020 $4,592.47 Trade Vendor
ASMCORP Private Mail Box (PMB) # 325 410 East Hillside Laredo TX 78041 2/25/2020 $19,363.60 Trade Vendor
ASMCORP Private Mail Box (PMB) # 325 410 East Hillside Laredo TX 78041 2/25/2020 $5,086.44 Trade Vendor
ASMCORP Private Mail Box (PMB) # 325 410 East Hillside Laredo TX 78041 3/17/2020 $6,062.27 Trade Vendor
ASMCORP Private Mail Box (PMB) # 325 410 East Hillside Laredo TX 78041 3/20/2020 $9,593.85 Trade Vendor
ASMCORP Total $44,698.63
Associated Energy Group, LLC 1/29/2020 $2,306.23 Trade Vendor
Associated Energy Group, LLC 1/31/2020 $1,539.37 Trade Vendor
Associated Energy Group, LLC 2/17/2020 $7,248.02 Trade Vendor
Associated Energy Group, LLC 2/17/2020 $2,792.39 Trade Vendor
Associated Energy Group, LLC 2/17/2020 $1,528.36 Trade Vendor
Associated Energy Group, LLC 2/17/2020 $1,157.66 Trade Vendor
Associated Energy Group, LLC 2/19/2020 $2,544.02 Trade Vendor
Associated Energy Group, LLC 3/26/2020 $2,093.70 Trade Vendor
In re: Superior Air Charter, LLC Case No. 20-11007 Page 2 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 26 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Associated Energy Group, LLC Total $21,209.75
Atlantic Aviation 1/29/2020 $82,894.28 Trade Vendor
Atlantic Aviation 2/17/2020 $59,640.95 Trade Vendor
Atlantic Aviation 2/17/2020 $46,082.31 Trade Vendor
Atlantic Aviation 2/17/2020 $6,887.00 Trade Vendor
Atlantic Aviation 2/19/2020 $44,100.72 Trade Vendor
Atlantic Aviation 2/26/2020 $51,555.75 Trade Vendor
Atlantic Aviation 3/4/2020 $36,656.42 Trade Vendor
Atlantic Aviation 4/1/2020 $49,548.60 Trade Vendor
Atlantic Aviation 4/8/2020 $29,813.12 Trade Vendor
Atlantic Aviation 4/15/2020 $55,292.21 Trade Vendor
Atlantic Aviation 4/15/2020 $52,217.32 Trade Vendor
Atlantic Aviation 4/15/2020 $48,640.14 Trade Vendor
Atlantic Aviation 4/15/2020 $9,844.80 Trade Vendor
Atlantic Aviation Total $573,173.62
AVFuel 1/29/2020 $1,999.33 Fuel
AVFuel 1/30/2020 $2,808.30 Fuel
AVFuel 1/31/2020 $9,402.11 Fuel
AVFuel 2/3/2020 $12,245.35 Fuel
AVFuel 2/17/2020 $15,199.82 Fuel
AVFuel 2/17/2020 $10,922.11 Fuel
AVFuel 2/17/2020 $5,718.42 Fuel
AVFuel 2/17/2020 $4,912.00 Fuel
AVFuel 2/17/2020 $3,923.64 Fuel
AVFuel 2/17/2020 $3,411.14 Fuel
AVFuel 2/17/2020 $2,526.72 Fuel
AVFuel 2/17/2020 $2,037.45 Fuel
AVFuel 2/17/2020 $1,063.02 Fuel
AVFuel 2/18/2020 $10,604.87 Fuel
AVFuel 2/19/2020 $10,450.59 Fuel
AVFuel 2/25/2020 $10,158.88 Fuel
AVFuel 2/25/2020 $8,792.96 Fuel
AVFuel 2/25/2020 $7,039.47 Fuel
In re: Superior Air Charter, LLC Case No. 20-11007 Page 3 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 27 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
AVFuel 2/25/2020 $3,044.51 Fuel
AVFuel 2/26/2020 $10,771.11 Fuel
AVFuel 2/27/2020 $5,258.56 Fuel
AVFuel 2/28/2020 $7,290.76 Fuel
AVFuel 3/2/2020 $10,527.20 Fuel
AVFuel 3/2/2020 $1,368.38 Fuel
AVFuel 3/4/2020 $3,269.54 Fuel
AVFuel 3/5/2020 $5,025.78 Fuel
AVFuel 3/6/2020 $7,897.49 Fuel
AVFuel 3/9/2020 $4,378.60 Fuel
AVFuel 3/17/2020 $10,274.92 Fuel
AVFuel 3/17/2020 $5,089.32 Fuel
AVFuel 3/17/2020 $4,810.53 Fuel
AVFuel 3/17/2020 $1,601.81 Fuel
AVFuel 3/17/2020 $937.75 Fuel
AVFuel 3/20/2020 $5,780.37 Fuel
AVFuel 3/20/2020 $5,741.52 Fuel
AVFuel 3/20/2020 $4,128.04 Fuel
AVFuel 3/20/2020 $2,920.00 Fuel
AVFuel 3/26/2020 $6,751.04 Fuel
AVFuel 3/26/2020 $4,114.59 Fuel
AVFuel 3/27/2020 $7,010.31 Fuel
AVFuel 3/27/2020 $897.13 Fuel
AVFuel 3/27/2020 $508.73 Fuel
AVFuel 3/31/2020 $10,494.78 Fuel
AVFuel 3/31/2020 $9,047.14 Fuel
AVFuel 4/1/2020 $5,714.04 Fuel
AVFuel 4/2/2020 $1,941.04 Fuel
AVFuel 4/3/2020 $2,266.57 Fuel
AVFuel 4/6/2020 $4,849.79 Fuel
AVFuel 4/7/2020 $7,502.73 Fuel
AVFuel 4/8/2020 $8,198.10 Fuel
AVFuel 4/9/2020 $1,095.77 Fuel
In re: Superior Air Charter, LLC Case No. 20-11007 Page 4 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 28 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
AVFuel 4/10/2020 $1,852.46 Fuel
AVFuel 4/13/2020 $4,433.01 Fuel
AVFuel 4/22/2020 $931.91 Fuel
AVFuel Total $300,941.51
Avinode Inc 3/13/2020 $16,290.00 Trade Vendor
Avinode Inc Total $16,290.00
Baker Aviation 2/17/2020 $11,220.00 Trade Vendor
Baker Aviation Total $11,220.00
BDO USA, LLP 2/3/2020 $79,412.88 Audit related
BDO USA, LLP Total $79,412.88
Bun Air Corporation 697 Belden Rd Bedford PA 15522 3/13/2020 $9,193.34 Trade Vendor
Bun Air Corporation Total $9,193.34
CIAB-Aero 3/6/2020 $10,850.00 Trade Vendor
CIAB-Aero Total $10,850.00
Cirrus Aviation Services 2/25/2020 $6,000.00 Trade Vendor
Cirrus Aviation Services 3/9/2020 $8,000.00 Trade Vendor
Cirrus Aviation Services Total $14,000.00
Clay Lacy Aviation - Van Nuys 7435 Valjean Avenue Van Nuys CA 91406 2/7/2020 $24,426.12 Trade Vendor
Clay Lacy Aviation - Van Nuys 7435 Valjean Avenue Van Nuys CA 91406 2/20/2020 $7,472.52 Trade Vendor
Clay Lacy Aviation - Van Nuys 7435 Valjean Avenue Van Nuys CA 91406 3/6/2020 $1,627.11 Trade Vendor
Clay Lacy Aviation - Van Nuys 7435 Valjean Avenue Van Nuys CA 91406 3/19/2020 $427.32 Trade Vendor
Clay Lacy Aviation - Van Nuys Total $33,953.07
Coastal Aircraft Maintenance PO Box 6302 Santa Barbara CA 93160 2/20/2020 $7,585.53 Trade Vendor
Coastal Aircraft Maintenance PO Box 6302 Santa Barbara CA 93160 3/6/2020 $3,031.29 Trade Vendor
Coastal Aircraft Maintenance PO Box 6302 Santa Barbara CA 93160 3/27/2020 $588.29 Trade Vendor
Coastal Aircraft Maintenance Total $11,205.11
Concur Technologies, Inc. 2/4/2020 $5,699.24 Trade Vendor
Concur Technologies, Inc. 3/2/2020 $6,279.20 Trade Vendor
Concur Technologies, Inc. 4/1/2020 $5,699.24 Trade Vendor
Concur Technologies, Inc. Total $17,677.68
Corporate Aricraft Management 2/18/2020 $10,540.00 Trade Vendor
Corporate Aricraft Management Total $10,540.00
Cyberlink ASP Technology, Inc. 2/7/2020 $4,529.43 Accounting System
In re: Superior Air Charter, LLC Case No. 20-11007 Page 5 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 29 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Cyberlink ASP Technology, Inc. 2/27/2020 $4,529.43 Accounting System
Cyberlink ASP Technology, Inc. 3/27/2020 $4,540.09 Accounting System
Cyberlink ASP Technology, Inc. Total $13,598.95
Dreamline Aviation 3/12/2020 $31,951.00 Trade Vendor
Dreamline Aviation Total $31,951.00
Dumont Jets 2/27/2020 $24,950.00 Trade Vendor
Dumont Jets Total $24,950.00
Duo Security Inc 2/10/2020 $13,431.60 Trade Vendor
Duo Security Inc Total $13,431.60
Elite Air 3/20/2020 $60,055.00 Trade Vendor
Elite Air Total $60,055.00
Elite Jets 2/17/2020 $14,400.00 Trade Vendor
Elite Jets 2/19/2020 $4,436.50 Trade Vendor
Elite Jets Total $18,836.50
Embassy Suites Dallas Lovefield 3880 W Northwest Highway Dallas TX 75220 2/10/2020 $1,441.89 Hotel
Embassy Suites Dallas Lovefield 3880 W Northwest Highway Dallas TX 75220 2/20/2020 $4,485.88 Hotel
Embassy Suites Dallas Lovefield 3880 W Northwest Highway Dallas TX 75220 3/6/2020 $3,564.41 Hotel
Embassy Suites Dallas Lovefield Total $9,492.18
Embraer CAE Training Services 2/7/2020 $3,790.00 Trade Vendor
Embraer CAE Training Services 3/6/2020 $23,968.00 Trade Vendor
Embraer CAE Training Services 3/27/2020 $64,742.00 Trade Vendor
Embraer CAE Training Services Total $92,500.00 Embraer Executive Jet Services, LLC (Airframe) 2/7/2020 $7,356.25 Trade Vendor Embraer Executive Jet Services, LLC (Airframe) 2/20/2020 $36,585.73 Trade Vendor Embraer Executive Jet Services, LLC (Airframe) Total $43,941.98
Empower Retirement 2/17/2020 $39,022.41 401k
Empower Retirement 2/25/2020 $56,658.62 401k
Empower Retirement 3/4/2020 $35,970.11 401k
Empower Retirement 3/20/2020 $56,658.62 401k
Empower Retirement 4/22/2020 $36,765.35 401k
Empower Retirement Total $225,075.11
Epic Aviation 2/17/2020 $40,636.22 Fuel
Epic Aviation 2/17/2020 $28,540.76 Fuel
In re: Superior Air Charter, LLC Case No. 20-11007 Page 6 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 30 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Epic Aviation 3/17/2020 $51,223.64 Fuel
Epic Aviation 3/20/2020 $27,218.96 Fuel
Epic Aviation 3/26/2020 $17,197.80 Fuel
Epic Aviation 3/31/2020 $23,874.27 Fuel
Epic Aviation 4/22/2020 $8,731.41 Fuel
Epic Aviation 4/22/2020 $2,659.86 Fuel
Epic Aviation 4/28/2020 $1,242.35 Fuel
Epic Aviation Total $201,325.27
Epic Card Services, LLC 2/18/2020 $27,786.00 Fuel
Epic Card Services, LLC 2/25/2020 $24,579.17 Fuel
Epic Card Services, LLC 3/2/2020 $28,723.26 Fuel
Epic Card Services, LLC 4/6/2020 $14,730.54 Fuel
Epic Card Services, LLC Total $95,818.97
Everest Fuel Management 3 Batterymarch Park 3rd Floor Quincy MA 2169 2/3/2020 $1,019.20 Fuel
Everest Fuel Management 3 Batterymarch Park 3rd Floor Quincy MA 2169 2/14/2020 $16,547.88 Fuel
Everest Fuel Management 3 Batterymarch Park 3rd Floor Quincy MA 2169 2/20/2020 $16,406.48 Fuel
Everest Fuel Management 3 Batterymarch Park 3rd Floor Quincy MA 2169 3/19/2020 $4,242.28 Fuel
Everest Fuel Management 3 Batterymarch Park 3rd Floor Quincy MA 2169 3/27/2020 $1,250.56 Fuel
Everest Fuel Management Total $39,466.40
Executive Aircraft Services 3/20/2020 $28,240.00 Trade Vendor
Executive Aircraft Services Total $28,240.00
Executive Jet Management Inc. 2/17/2020 $17,491.00 Trade Vendor
Executive Jet Management Inc. Total $17,491.00 75266- FedEx P.O. BOX 660481 Dallas TX 0481 2/7/2020 $3,965.50 Freight 75266- FedEx P.O. BOX 660481 Dallas TX 0481 2/20/2020 $20.84 Freight 75266- FedEx P.O. BOX 660481 Dallas TX 0481 2/27/2020 $3,490.18 Freight 75266- FedEx P.O. BOX 660481 Dallas TX 0481 3/20/2020 $2,096.80 Freight 75266- FedEx P.O. BOX 660481 Dallas TX 0481 3/27/2020 $1,367.72 Freight
FedEx Total $10,941.04
Five 9, Inc 2/28/2020 $13,870.18 Trade Vendor
Five 9, Inc 3/27/2020 $12,803.10 Trade Vendor
Five 9, Inc Total $26,673.28
Fly Exclusive 2/17/2020 $40,700.00 Trade Vendor
In re: Superior Air Charter, LLC Case No. 20-11007 Page 7 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 31 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Fly Exclusive 2/17/2020 $35,600.00 Trade Vendor
Fly Exclusive 2/19/2020 $38,300.00 Trade Vendor
Fly Exclusive 2/25/2020 $46,500.00 Trade Vendor
Fly Exclusive 2/25/2020 $6,500.00 Trade Vendor
Fly Exclusive 2/27/2020 $33,600.00 Trade Vendor
Fly Exclusive 3/2/2020 $10,500.00 Trade Vendor
Fly Exclusive 3/6/2020 $26,000.00 Trade Vendor
Fly Exclusive 3/9/2020 $37,200.00 Trade Vendor
Fly Exclusive 3/17/2020 $38,500.00 Trade Vendor
Fly Exclusive 3/17/2020 $18,700.00 Trade Vendor
Fly Exclusive 3/17/2020 $14,000.00 Trade Vendor
Fly Exclusive 3/20/2020 $14,800.00 Trade Vendor
Fly Exclusive Total $360,900.00
GE Flight Efficiency Services, Inc. 2/7/2020 $56,815.78 Trade Vendor
GE Flight Efficiency Services, Inc. 2/14/2020 $285,514.91 Trade Vendor
GE Flight Efficiency Services, Inc. Total $342,330.69
Gene Hill 2/12/2020 $42,484.20 Customer Refund
Gene Hill Total $42,484.20
Generation Jets, LLC 2/25/2020 $11,700.00 Trade Vendor
Generation Jets, LLC Total $11,700.00
Global Appearance Partners PO Box 21014 Louisville KY 40221 2/3/2020 $2,410.00 Trade Vendor
Global Appearance Partners PO Box 21014 Louisville KY 40221 2/20/2020 $13,141.55 Trade Vendor
Global Appearance Partners PO Box 21014 Louisville KY 40221 3/6/2020 $4,360.00 Trade Vendor
Global Appearance Partners PO Box 21014 Louisville KY 40221 3/19/2020 $3,750.00 Trade Vendor
Global Appearance Partners PO Box 21014 Louisville KY 40221 3/27/2020 $1,509.00 Trade Vendor
Global Appearance Partners Total $25,170.55
Gold Aviation Services, Inc 2/17/2020 $22,839.65 Trade Vendor
Gold Aviation Services, Inc 2/27/2020 $11,378.34 Trade Vendor
Gold Aviation Services, Inc Total $34,217.99
GrandView Aviation 2/17/2020 $17,892.00 Trade Vendor
GrandView Aviation 3/20/2020 $18,509.00 Trade Vendor
GrandView Aviation Total $36,401.00
Hilton Garden Inn - DFW Airport South 2001 Valley View Lane Irving TX 75061 3/16/2020 $17,044.15 Hotel
In re: Superior Air Charter, LLC Case No. 20-11007 Page 8 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 32 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer Hilton Garden Inn - DFW Airport South Total $17,044.15
Hop-A-Jet 2/25/2020 $10,000.00 Trade Vendor
Hop-A-Jet Total $10,000.00
Internal Revenue Service 2/17/2020 $62,097.37 Taxes
Internal Revenue Service 2/25/2020 $71,160.53 Taxes
Internal Revenue Service Total $133,257.90
International Jet Aviation Services, Inc. 2/17/2020 $15,100.00 Trade Vendor International Jet Aviation Services, Inc. Total $15,100.00
Jackson Jet Center 2/19/2020 $17,000.00 Trade Vendor
Jackson Jet Center Total $17,000.00
JCOM Enterprises, LLC 2/18/2020 $3,500.00 Trade Vendor
JCOM Enterprises, LLC 3/19/2020 $6,000.00 Trade Vendor
JCOM Enterprises, LLC Total $9,500.00
Jet Edge International 2/17/2020 $69,925.00 Trade Vendor
Jet Edge International 2/17/2020 $27,500.00 Trade Vendor
Jet Edge International 2/25/2020 $5,730.00 Trade Vendor
Jet Edge International Total $103,155.00
Jet Linx 2/17/2020 $24,876.46 Trade Vendor
Jet Linx 3/2/2020 $6,500.00 Trade Vendor
Jet Linx 3/9/2020 $9,555.00 Trade Vendor
Jet Linx 3/17/2020 $14,942.50 Trade Vendor
Jet Linx 3/27/2020 $866.00 Trade Vendor
Jet Linx Total $56,739.96
Jet Support Services, Inc. 2/10/2020 $756,312.90 Trade Vendor
Jet Support Services, Inc. 2/25/2020 $399,742.64 Trade Vendor
Jet Support Services, Inc. 3/17/2020 $443,995.99 Trade Vendor
Jet Support Services, Inc. Total $1,600,051.53
JetsPlus 2/17/2020 $36,170.00 Trade Vendor
JetsPlus 3/6/2020 $16,867.00 Trade Vendor
JetsPlus Total $53,037.00
Jetstream Aviation, Inc. 3/9/2020 $9,877.00 Trade Vendor
Jetstream Aviation, Inc. Total $9,877.00
Jim & Deborah Long 2/10/2020 $107,500.00 SuiteKey
In re: Superior Air Charter, LLC Case No. 20-11007 Page 9 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 33 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Jim & Deborah Long Total $107,500.00
Latitude 33 Aviation 3/6/2020 $13,250.00 Trade Vendor
Latitude 33 Aviation Total $13,250.00
Laura Davidson Public Relations Inc 72 Madison Avenue 8th FLoor New York NY 10016 3/19/2020 $8,000.00 Professional Services
Laura Davidson Public Relations Inc 72 Madison Avenue 8th FLoor New York NY 10016 4/28/2020 $4,000.00 Professional Services Laura Davidson Public Relations Inc Total $12,000.00
Lockton Insurance Brokers, LLC 3/16/2020 $139,466.99 Insurance
Lockton Insurance Brokers, LLC Total $139,466.99
Lyon Aviation, Inc. 3/20/2020 $10,110.00 Trade Vendor
Lyon Aviation, Inc. Total $10,110.00
M&N Aviation 2/19/2020 $7,532.00 Trade Vendor
M&N Aviation Total $7,532.00
McGriff, Seibels & Williams, Inc. 2/7/2020 $67,289.34 Insurance
McGriff, Seibels & Williams, Inc. 2/28/2020 $383,685.82 Insurance
McGriff, Seibels & Williams, Inc. Total $450,975.16
Mercury Fuels PO Box 24411 Seattle WA 98124 2/3/2020 $671.37 Fuel
Mercury Fuels PO Box 24411 Seattle WA 98124 2/20/2020 $10,223.35 Fuel
Mercury Fuels PO Box 24411 Seattle WA 98124 2/28/2020 $2,218.71 Fuel
Mercury Fuels PO Box 24411 Seattle WA 98124 3/19/2020 $432.00 Fuel
Mercury Fuels Total $13,545.43
Mojo Engineering, LLC 2/7/2020 $18,655.00 Professional Services
Mojo Engineering, LLC 2/10/2020 $7,280.00 Professional Services
Mojo Engineering, LLC 2/20/2020 $10,205.00 Professional Services
Mojo Engineering, LLC 2/27/2020 $10,140.00 Professional Services
Mojo Engineering, LLC 3/19/2020 $4,940.00 Professional Services
Mojo Engineering, LLC Total $51,220.00
Moser Aviation 2/17/2020 $16,987.50 Trade Vendor
Moser Aviation 2/25/2020 $10,900.00 Trade Vendor
Moser Aviation Total $27,887.50
Moss & Gilmore LLP 2/3/2020 $26,906.46 Legal
Moss & Gilmore LLP 2/14/2020 $88,855.86 Legal
Moss & Gilmore LLP Total $115,762.32
Mountain Aviation 3/27/2020 $16,575.00 Trade Vendor
In re: Superior Air Charter, LLC Case No. 20-11007 Page 10 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 34 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Mountain Aviation Total $16,575.00
MyJet 1/31/2020 $10,300.00 Trade Vendor
MyJet 3/18/2020 $8,800.00 Trade Vendor
MyJet Total $19,100.00
NexGen Aviation LLC 4144 Aviatior Road Suite 100 Lexington KY 40510 2/17/2020 $16,559.00 Trade Vendor
NexGen Aviation LLC 4144 Aviatior Road Suite 100 Lexington KY 40510 3/17/2020 $16,469.00 Trade Vendor
NexGen Aviation LLC 4144 Aviatior Road Suite 100 Lexington KY 40510 3/17/2020 $13,403.00 Trade Vendor
NexGen Aviation LLC Total $46,431.00
Northern Jet Management 3/2/2020 $17,480.00 Trade Vendor
Northern Jet Management Total $17,480.00
Optum Bank 2/17/2020 $9,287.98 Payroll Benefit related
Optum Bank 2/17/2020 $943.25 Payroll Benefit related
Optum Bank 3/2/2020 $12,044.14 Payroll Benefit related
Optum Bank 3/10/2020 $968.00 Payroll Benefit related
Optum Bank 3/26/2020 $57,013.31 Payroll Benefit related
Optum Bank 4/1/2020 $11,083.81 Payroll Benefit related
Optum Bank 4/22/2020 $992.75 Payroll Benefit related
Optum Bank Total $92,333.24
P100239 LLC 2/20/2020 $22,834.99 Lease
P100239 LLC 3/6/2020 $18,834.99 Lease
P100239 LLC Total $41,669.98
Pacific Coast Jet 2/17/2020 $9,500.00 Trade Vendor
Pacific Coast Jet 2/25/2020 $37,950.00 Trade Vendor
Pacific Coast Jet 3/17/2020 $15,700.00 Trade Vendor
Pacific Coast Jet Total $63,150.00
Paradigm Jet Management 3/20/2020 $19,757.50 Trade Vendor
Paradigm Jet Management Total $19,757.50 15253- PC Connection PO Box 536472 Pittsburgh PA 5906 2/7/2020 $507.43 Trade Vendor 15253- PC Connection PO Box 536472 Pittsburgh PA 5906 2/14/2020 $684.25 Trade Vendor 15253- PC Connection PO Box 536472 Pittsburgh PA 5906 2/28/2020 $4,826.81 Trade Vendor 15253- PC Connection PO Box 536472 Pittsburgh PA 5906 3/13/2020 $115.42 Trade Vendor 15253- PC Connection PO Box 536472 Pittsburgh PA 5906 3/19/2020 $22,207.31 Trade Vendor
PC Connection Total $28,341.22
In re: Superior Air Charter, LLC Case No. 20-11007 Page 11 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 35 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Pete Rieman 1/29/2020 $12,045.54 Customer Refund
Pete Rieman Total $12,045.54
Phenom 300, LLC 2/25/2020 $133,685.71 Lease
Phenom 300, LLC 2/25/2020 $132,179.29 Lease
Phenom 300, LLC 3/6/2020 $122,622.95 Lease
Phenom 300, LLC Total $388,487.95
Phenom 30045, LLC 2/25/2020 $350,670.00 Lease
Phenom 30045, LLC 3/6/2020 $361,934.46 Lease
Phenom 30045, LLC Total $712,604.46
Phillips 66 411 S Keeler Ave Bartlesville OK 74003 2/20/2020 $31,596.15 Fuel
Phillips 66 Total $31,596.15
Pinnacle Aviation 2/17/2020 $17,953.75 Trade Vendor
Pinnacle Aviation Total $17,953.75
Pittsburgh Jet Center 2/19/2020 $9,700.00 Trade Vendor
Pittsburgh Jet Center Total $9,700.00
Pratt & Whitney Canada 2/10/2020 $12,770.68 Trade Vendor
Pratt & Whitney Canada Total $12,770.68 14800 Frye Pratt & Whitney Canada Leasing c/o JPMorgan Chase Bank N.A. TX1-0029 - Lockbox 730011 Road Fort Worth TX 76155 2/10/2020 $42,220.62 Trade Vendor
Pratt & Whitney Canada Leasing Total $42,220.62
Premier Air 2580 SE Aviation Way Suite 201 Stuart FL 34996 3/17/2020 $13,500.00 Trade Vendor
Premier Air Total $13,500.00
Presidential Aviation Inc. 2/17/2020 $18,680.00 Trade Vendor
Presidential Aviation Inc. 3/1/2020 $219.00 Trade Vendor
Presidential Aviation Inc. Total $18,899.00
Privaira 3/2/2020 $13,500.00 Trade Vendor
Privaira Total $13,500.00
Salesforce.com 2/28/2020 $100,976.85 Trade Vendor
Salesforce.com Total $100,976.85
Shell Aviation 1/29/2020 $3,631.72 Fuel
Shell Aviation 2/17/2020 $3,763.55 Fuel
Shell Aviation 2/17/2020 $1,438.01 Fuel
Shell Aviation 2/19/2020 $296.43 Fuel
Shell Aviation 2/25/2020 $296.43 Fuel
In re: Superior Air Charter, LLC Case No. 20-11007 Page 12 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 36 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Shell Aviation 2/26/2020 $1,565.83 Fuel
Shell Aviation 3/4/2020 $643.05 Fuel
Shell Aviation 3/17/2020 $2,494.04 Fuel
Shell Aviation 3/20/2020 $1,685.17 Fuel
Shell Aviation 3/27/2020 $2,791.68 Fuel
Shell Aviation 4/1/2020 $648.26 Fuel
Shell Aviation 4/8/2020 $338.63 Fuel
Shell Aviation 4/22/2020 $871.16 Fuel
Shell Aviation 4/24/2020 $870.13 Fuel
Shell Aviation Total $21,334.09 64184- Shook, Hardy & Bacon L.L.P. PO BOX 843718 Kansas City MO 3718 2/7/2020 $71,272.80 Legal 64184- Shook, Hardy & Bacon L.L.P. PO BOX 843718 Kansas City MO 3718 3/6/2020 $127,399.86 Legal
Shook, Hardy & Bacon L.L.P. Total $198,672.66
Silver Air 3/6/2020 $33,315.00 Trade Vendor
Silver Air Total $33,315.00
Southwest Aircraft Charter 2/17/2020 $10,900.00 Trade Vendor
Southwest Aircraft Charter Total $10,900.00
Sprockets Excel LLC 2/25/2020 $62,000.00 Lease
Sprockets Excel LLC 3/3/2020 $62,000.00 Lease
Sprockets Excel LLC Total $124,000.00
Squeeze Technology, Inc. 26895 Aliso Creek Rd Suite B-36 Aliso Viejo CA 92656 2/3/2020 $3,250.00 Trade Vendor
Squeeze Technology, Inc. 26895 Aliso Creek Rd Suite B-36 Aliso Viejo CA 92656 2/28/2020 $10,376.53 Trade Vendor
Squeeze Technology, Inc. 26895 Aliso Creek Rd Suite B-36 Aliso Viejo CA 92656 3/13/2020 $187.50 Trade Vendor
Squeeze Technology, Inc. 26895 Aliso Creek Rd Suite B-36 Aliso Viejo CA 92656 3/27/2020 $11,048.12 Trade Vendor
Squeeze Technology, Inc. Total $24,862.15
Stradling Yocca Carlson & Rauth 3/27/2020 $59,736.08 Legal
Stradling Yocca Carlson & Rauth Total $59,736.08
Summit Aviation 2/25/2020 $15,300.00 Trade Vendor
Summit Aviation 2/27/2020 $10,843.33 Trade Vendor
Summit Aviation 3/6/2020 $11,976.66 Trade Vendor
Summit Aviation Total $38,119.99
Sun Air Jets, LLC 2/17/2020 $52,199.00 Trade Vendor
Sun Air Jets, LLC Total $52,199.00
In re: Superior Air Charter, LLC Case No. 20-11007 Page 13 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 37 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Synergy Flight Center 3/20/2020 $32,941.00 Trade Vendor
Synergy Flight Center Total $32,941.00
The Brandman Agency 2/3/2020 $8,000.00 Trade Vendor
The Brandman Agency Total $8,000.00
Tower Aviation Management, LLC 2/17/2020 $10,993.00 Trade Vendor
Tower Aviation Management, LLC Total $10,993.00
Tradewind Aviation 2/17/2020 $12,100.00 Trade Vendor
Tradewind Aviation 3/6/2020 $31,649.25 Trade Vendor
Tradewind Aviation Total $43,749.25
Travel Management 2/18/2020 $18,576.00 Trade Vendor
Travel Management Total $18,576.00
Traxxall Technologies Inc. 2/18/2020 $2,554.40 Trade Vendor
Traxxall Technologies Inc. 2/25/2020 $2,554.40 Trade Vendor
Traxxall Technologies Inc. 3/9/2020 $5,108.80 Trade Vendor
Traxxall Technologies Inc. Total $10,217.60
Ultimate Software 1/31/2020 $2,611.83 Payroll
Ultimate Software 1/31/2020 $44,189.52 Payroll
Ultimate Software 1/31/2020 $119,646.82 Payroll
Ultimate Software 1/31/2020 $143,315.57 Payroll
Ultimate Software 2/17/2020 $219.00 Payroll
Ultimate Software 2/17/2020 $2,274.48 Payroll
Ultimate Software 2/17/2020 $2,506.03 Payroll
Ultimate Software 2/17/2020 $3,208.33 Payroll
Ultimate Software 2/17/2020 $4,183.59 Payroll
Ultimate Software 2/17/2020 $12,711.62 Payroll
Ultimate Software 2/17/2020 $33,143.05 Payroll
Ultimate Software 2/17/2020 $152,222.52 Payroll
Ultimate Software 2/17/2020 $200,188.20 Payroll
Ultimate Software 2/17/2020 $284,116.65 Payroll
Ultimate Software 2/19/2020 $10,689.80 Payroll
Ultimate Software 2/25/2020 $59,082.85 Payroll
Ultimate Software 2/27/2020 $1,336.25 Payroll
Ultimate Software 2/27/2020 $121,150.16 Payroll
In re: Superior Air Charter, LLC Case No. 20-11007 Page 14 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 38 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Ultimate Software 2/28/2020 $36.00 Payroll
Ultimate Software 2/28/2020 $2,851.66 Payroll
Ultimate Software 2/28/2020 $33,085.44 Payroll
Ultimate Software 2/28/2020 $106,515.17 Payroll
Ultimate Software 2/28/2020 $141,482.42 Payroll
Ultimate Software 3/16/2020 $266,550.95 Payroll
Ultimate Software 3/17/2020 $5,136.64 Payroll
Ultimate Software 3/17/2020 $32,368.84 Payroll
Ultimate Software 3/17/2020 $173,351.40 Payroll
Ultimate Software 3/31/2020 $1,016.94 Payroll
Ultimate Software 3/31/2020 $2,934.82 Payroll
Ultimate Software 3/31/2020 $35,936.94 Payroll
Ultimate Software 3/31/2020 $101,964.46 Payroll
Ultimate Software 3/31/2020 $107,639.71 Payroll
Ultimate Software 3/31/2020 $136,239.84 Payroll
Ultimate Software 4/2/2020 $2,014.73 Payroll
Ultimate Software 4/2/2020 $2,874.44 Payroll
Ultimate Software 4/2/2020 $2,991.82 Payroll
Ultimate Software 4/2/2020 $7,207.33 Payroll
Ultimate Software 4/15/2020 $2,327.98 Payroll
Ultimate Software 4/15/2020 $74,712.91 Payroll
Ultimate Software 4/17/2020 $1,566.11 Payroll
Ultimate Software 4/20/2020 $2,705.67 Payroll
Ultimate Software 4/21/2020 $2,213.82 Payroll
Ultimate Software 4/22/2020 $40.57 Payroll
Ultimate Software 4/22/2020 $4,348.94 Payroll
Ultimate Software 4/22/2020 $5,661.79 Payroll
Ultimate Software 4/22/2020 $33,437.27 Payroll
Ultimate Software 4/22/2020 $127,603.08 Payroll
Ultimate Software 4/22/2020 $146,282.52 Payroll
Ultimate Software 4/22/2020 $269,592.46 Payroll
Ultimate Software 4/24/2020 $15.00 Payroll
Ultimate Software 4/28/2020 $163,096.67 Payroll
In re: Superior Air Charter, LLC Case No. 20-11007 Page 15 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 39 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
Ultimate Software Total $3,192,600.61
United Airlines 2/28/2020 $50,000.00 Travel Related
United Airlines Total $50,000.00
UnitedHealthcare Insurance Company 3/6/2020 $284,534.63 Benefits
UnitedHealthcare Insurance Company 4/10/2020 $66,013.38 Benefits UnitedHealthcare Insurance Company Total $350,548.01
Unity Jets 4/3/2020 $24,000.00 Trade Vendor
Unity Jets Total $24,000.00
Universal Weather and Aviation Inc. 2/7/2020 $1,838.34 Trade Vendor
Universal Weather and Aviation Inc. 2/14/2020 $6,899.39 Trade Vendor
Universal Weather and Aviation Inc. 2/20/2020 $15,665.69 Trade Vendor
Universal Weather and Aviation Inc. 2/28/2020 $11,286.48 Trade Vendor Universal Weather and Aviation Inc. Total $35,689.90
UT Finance Corporation 400 Main Street M/S 133-54 East Hartford CN 6108 2/7/2020 $26,878.94 Finance Payment
UT Finance Corporation 400 Main Street M/S 133-54 East Hartford CN 6108 3/6/2020 $26,599.28 Finance Payment
UT Finance Corporation Total $53,478.22 75266- Verizon Wireless PO BOX 660108 Dallas TX 0108 3/20/2020 $68,710.52 Trade Vendor
Verizon Wireless Total $68,710.52
VSMC 1/29/2020 $7,973.58 CC Fee
VSMC 2/4/2020 $1,240.99 CC Fees
VSMC Total $9,214.57
VSMC (Visa Mastercard) 1/31/2020 $11,776.32 CC Fees
VSMC (Visa Mastercard) Total $11,776.32
Walton Technical Consulting 2/14/2020 $5,182.50 Professional Services
Walton Technical Consulting 2/28/2020 $11,090.00 Professional Services
Walton Technical Consulting 3/6/2020 $5,890.00 Professional Services
Walton Technical Consulting 3/19/2020 $8,305.00 Professional Services
Walton Technical Consulting Total $30,467.50
West Star Aviation, Inc. 2/17/2020 $53,161.52 Trade Vendor
West Star Aviation, Inc. 2/18/2020 $36,462.87 Trade Vendor
West Star Aviation, Inc. Total $89,624.39
World Fuel Services, Inc. 1/30/2020 $3,943.31 Fuel
World Fuel Services, Inc. 2/25/2020 $73,771.57 Fuel
In re: Superior Air Charter, LLC Case No. 20-11007 Page 16 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 40 of 43 SOFA 3 ATTACHMENT Certain payments or transfers to creditors within 90 days before filing this case
Creditor's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Payment Date Payment Amount Reason for Payment or Transfer
World Fuel Services, Inc. 2/27/2020 $53,721.66 Fuel
World Fuel Services, Inc. 3/5/2020 $28,346.13 Fuel
World Fuel Services, Inc. 3/20/2020 $25,195.98 Fuel
World Fuel Services, Inc. 3/20/2020 $19,382.32 Fuel
World Fuel Services, Inc. 3/27/2020 $34,791.82 Fuel
World Fuel Services, Inc. 4/2/2020 $26,837.89 Fuel
World Fuel Services, Inc. 4/10/2020 $35,554.42 Fuel
World Fuel Services, Inc. Total $301,545.10
Worldwide Jet Charter, Inc. 2/28/2020 $9,950.00 Trade Vendor
Worldwide Jet Charter, Inc. 3/9/2020 $24,550.00 Trade Vendor
Worldwide Jet Charter, Inc. 3/27/2020 $67.69 Trade Vendor
Worldwide Jet Charter, Inc. Total $34,567.69
XOJET 2/19/2020 $83,510.12 Trade Vendor
XOJET 2/25/2020 $21,994.00 Trade Vendor
XOJET Total $105,504.12 Grand Total $13,673,905.58
In re: Superior Air Charter, LLC Case No. 20-11007 Page 17 of 17 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 41 of 43 SOFA 4 ATTACHMENT Payments or other transfers of property made within 1 year before filing this case that benefited any insider
SOFA 4 Payments or other transfers of property made within 1 year before filing this case that benefited any insider
Insider's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Relationship to the Debtor Payment Date Payment Amount Reason for Payment or Transfer
Alex Wilcox 1341 W. Mockingbird Lane Suite 600E Dallas TX 75247 Chief Executive Officer 5/7/2019 $548.46 Expense reimbursement Net Compensation Paid By Superior Air Alex Wilcox 1341 W. Mockingbird Lane Suite 600E Dallas TX 75247 Chief Executive Officer Annual salary $107,443.00 Charter
TOTAL $107,991.46 Net Compensation Paid By Superior Air Sunil Ramchandani 1341 W. Mockingbird Lane Suite 600E Dallas TX 75247 Chief Financial Officer Annual salary $99,002.00 Charter
TOTAL $99,002.00
In re: Superior Air Charter, LLC Case No. 20-11007 Page 1 of 1 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 42 of 43 SOFA 30 ATTACHMENT Payments, distributions, or withdrawals credited or given to insiders
SOFA 30 Payments, distributions, or withdrawals credited or given to insiders
Amount of Money or Description and Value of Recipient's Name Address 1 Address 2 Address 3 Address 4 City State ZIP Country Relationship to the Debtor Dates Property Reason for Providing the Value
Alex Wilcox 1341 W. Mockingbird Lane Suite 600E Dallas TX 75247 Chief Executive Officer 5/7/2019 $548.46 Expense reimbursement Net Compensation Paid By Superior Air Alex Wilcox 1341 W. Mockingbird Lane Suite 600E Dallas TX 75247 Chief Executive Officer Annual salary $107,443.00 Charter
TOTAL $107,991.46 Net Compensation Paid By Superior Air Sunil Ramchandani 1341 W. Mockingbird Lane Suite 600E Dallas TX 75247 Chief Financial Officer Annual salary $99,002.00 Charter
TOTAL $99,002.00
In re: Superior Air Charter, LLC Case No. 20-11007 Page 1 of 1 Case 20-11007-CSS Doc 92 Filed 06/04/20 Page 43 of 43
Fill in this information to identify the case:
Debtor name: Superior Air Charter, LLC
United States Bankruptcy Court for the: District of Delaware Check if this is an Case number: 20-11007 amended ling
WARNING - Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in nes up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. I have examined the information in this Statement of Financial Affairs and any attachments and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct.
Executed on 06/03/2020
/s/ Edward T. Gavin Edward T. Gavin
Signature of individual signing on behalf of debtor Printed name
Chief Restructuring O cer Position or relationship to debtor
Are additional pages to Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy (O cial Form 207) attached?
No
Yes