Fill in this information to identify your case:

United States Bankruptcy Court for the:

NORTHERN DISTRICT OF TEXAS

Case number (if known) Chapter 11

 Check if this an

amended filing

Official Form 201

Voluntary Petition for Non-Individuals Filing for Bankruptcy 06/22

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 the case number (if

known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1. Debtor's name Formation Holdings, LLC

2. All other names debtor

used in the last 8 years

Include any assumed

names, trade names and

doing business as names

DBA Worth Steel Fabrication

3. Debtor's federal

Employer Identification

Number (EIN)

86-2416907

4. Debtor's address Principal place of business Mailing address, if different from principal place of

business

P.O. Box 11186

Fort Worth, TX 76110

Number, Street, City, State & ZIP Code P.O. Box, Number, Street, City, State & ZIP Code

Tarrant Location of principal assets, if different from principal

County place of business

316 County Rd 904 Joshua, TX 76058

Number, Street, City, State & ZIP Code

5. Debtor's website (URL) https://worthsteelfab.com/

6. Type of debtor  Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))

 Partnership (excluding LLP)

 Other. Specify:

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1

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Document Page 1 of 32
Debtor Formation Holdings, LLC Case number (if known)

Name

7. Describe debtor's business A. Check one:

 Health Care Business (as defined in 11 U.S.C. § 101(27A))

 Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

 Railroad (as defined in 11 U.S.C. § 101(44))

 Stockbroker (as defined in 11 U.S.C. § 101(53A))

 Commodity Broker (as defined in 11 U.S.C. § 101(6))

 Clearing Bank (as defined in 11 U.S.C. § 781(3))

 None of the above

B. Check all that apply

 Tax-exempt entity (as described in 26 U.S.C. §501)

 Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. §80a-3)

 Investment advisor (as defined in 15 U.S.C. §80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See

http://www.uscourts.gov/four-digit-national-association-naics-codes.

 3312 

8. Under which chapter of the

Bankruptcy Code is the

debtor filing?

A debtor who is a “small

business debtor” must check

the first sub-box. A debtor as

defined in § 1182(1) who

elects to proceed under

subchapter V of chapter 11

(whether or not the debtor is a

“small business debtor”) must

check the second sub-box.

Check one:

 Chapter 7

 Chapter 9

 Chapter 11. Check all that apply:

 The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its aggregate

noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than

$3,024,725. If this sub-box is selected, attach the most recent balance sheet, statement of

operations, cash-flow statement, and federal income tax return or if any of these documents do not

exist, follow the procedure in 11 U.S.C. § 1116(1)(B).

 The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate noncontingent liquidated

debts (excluding debts owed to insiders or affiliates) are less than $7,500,000, and it chooses to

proceed under Subchapter V of Chapter 11. If this sub-box is selected, attach the most recent

balance sheet, statement of operations, cash-flow statement, and federal income tax return, or if

any of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).

 A plan is being filed with this petition.

 Acceptances of the plan were solicited prepetition from one or more classes of creditors, in

accordance with 11 U.S.C. § 1126(b).

 The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and

Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the

Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11

(Official Form 201A) with this form.

 The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.

 Chapter 12

9. Were prior bankruptcy

cases filed by or against

the debtor within the last 8

years?

 No.

 Yes.

If more than 2 cases, attach a

separate list. District When Case number

District When Case number

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 2 of 32
Debtor Formation Holdings, LLC Case number (if known)

Name

10. Are any bankruptcy cases

pending or being filed by a

business partner or an

affiliate of the debtor?

 No

 Yes.

List all cases. If more than 1,

attach a separate list Debtor Relationship

District When Case number, if known

11. Why is the case filed in

this district?

Check all that apply:

 Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately

preceding the date of this petition or for a longer part of such 180 days than in any other district.

 A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or

have possession of any

real property or personal

property that needs

immediate attention?

 No

 Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.

Why does the property need immediate attention? (Check all that apply.)

 It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.

What is the hazard?

 It needs to be physically secured or protected from the weather.

 It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example,

livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options).

 Other

Where is the property?

Number, Street, City, State & ZIP Code

Is the property insured?

 No

 Yes. Insurance agency

Contact name

Phone

Statistical and administrative information

13. Debtor's estimation of

available funds

. Check one:

 Funds will be available for distribution to unsecured creditors.

 After any administrative expenses are paid, no funds will be available to unsecured creditors.

14. Estimated number of

creditors

 1-49

 50-99

 100-199

 200-999

 1,000-5,000

 5001-10,000

 10,001-25,000

 25,001-50,000

 50,001-100,000

 More than100,000

15. Estimated Assets  $0 - $50,000

 $50,001 - $100,000

 $100,001 - $500,000

 $500,001 - $1 million

 $1,000,001 - $10 million

 $10,000,001 - $50 million

 $50,000,001 - $100 million

 $100,000,001 - $500 million

 $500,000,001 - $1 billion

 $1,000,000,001 - $10 billion

 $10,000,000,001 - $50 billion

 More than $50 billion

16. Estimated liabilities  $0 - $50,000  $1,000,001 - $10 million  $500,000,001 - $1 billion

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 3 of 32
Debtor Formation Holdings, LLC Case number (if known)

Name

 $50,001 - $100,000

 $100,001 - $500,000

 $500,001 - $1 million

 $10,000,001 - $50 million

 $50,000,001 - $100 million

 $100,000,001 - $500 million

 $1,000,000,001 - $10 billion

 $10,000,000,001 - $50 billion

 More than $50 billion

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

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Document Page 4 of 32
Debtor Formation Holdings, LLC Case number (if known)

Name

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or

imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature

of authorized

representative of debtor

The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition.

I have been authorized to file this petition on behalf of the debtor.

I have examined the information in this petition 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 April 16, 2024

MM / DD / YYYY

X /s/ Tanner West Tanner West

Signature of authorized representative of debtor Printed name

Title Chief Executive Officer

18. Signature of attorney X /s/ Bryan C. Assink Date April 16, 2024

Signature of attorney for debtor MM / DD / YYYY

Bryan C. Assink

Printed name

Bonds Ellis Eppich Schafer Jones LLP

Firm name

420 Throckmorton Street, Suite 1000

Fort Worth, TX 76102

Number, Street, City, State & ZIP Code

Contact phone 817-405-6900 Email address bryan.assink@bondsellis.com

24089009 TX

Bar number and State

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 5

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Document Page 5 of 32
UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF FORMATION HOLDINGS, LLC Page 1

UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING

OF THE MEMBERS OF FORMATION HOLDINGS, LLC

Effective Date: April 15, 2024

The undersigned, being all of the members (the “Members”) of FORMATION 

HOLDINGS, LLC DBA WORTH STEEL FABRICATION, a Texas limited liability company

(the “Company”), hereby waive notice of time, place, and purpose of a special meeting of the 

Members and hereby declare that when the undersigned have signed this Written Consent (this 

“Consent”), the following resolutions shall then be consented to, approved, and adopted to the 

same extent and with the same force and effect as if adopted at a special meeting of the Members, 

duly called and held for the purpose of acting upon a proposal to adopt such resolutions.

WHEREAS, the Members have considered presentations by the Company’s management 

(“Management”) and its legal and financial advisors (collectively, the “Advisors”) regarding (a) 

the assets, the current and long-term liabilities, the historical performance, liquidity, and prospects 

of the Company, (b) the strategic alternatives available to the Company, and (c) the potential 

effects of the foregoing on the Company’s business and stakeholders (collectively, the “Strategic 

Alternatives”); and

WHEREAS, the Members have received, reviewed, considered and discussed the 

recommendations of management and the Company’s advisors and fully considered the strategic 

alternatives available to the Company, including the relative risks and benefits of pursuing 

bankruptcy proceedings under the provisions of chapter 11 of title 11 of the United State Code (the 

“Bankruptcy Code”), and have determined that it is desirable and in the best interests of the

Company, its creditors, its stockholders and other interested parties and stakeholders that the 

Company file a voluntary petition for relief to commence a case (the “Bankruptcy Case”) under 

chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District 

of Texas (the “Bankruptcy Court”).

NOW THEREFORE, BE IT RESOLVED, that the Company be, and hereby is, 

authorized, empowered, and directed to (i) file the Voluntary Petition pursuant to the Bankruptcy 

Code with Bankruptcy Court, or with any other appropriate bankruptcy court with jurisdiction; 

and (ii) perform any and all such acts as the Authorized Person (as defined below) determines to 

be necessary, required, advisable, or appropriate to effectuate the foregoing (the “Related 

Actions”);

RESOLVED FURTHER, that any officer, director, manager, or other authorized person 

of the Company or any of their delegates (each individually, an “Authorized Person” and 

collectively, the “Authorized Persons”) shall be, and each of them, acting alone, hereby is, 

authorized and empowered in the name of and on behalf of the Company to verify, modify (as 

necessary or desirable), execute, and/or file or cause to be filed the Petition, any ancillary 

documents, and all other schedules, lists, motions, applications, and other papers or documents 

necessary or desirable in connection with the foregoing in such form or forms as any such 

Authorized Person may approve;

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Document Page 6 of 32
UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF FORMATION HOLDINGS, LLC Page 2

RESOLVED, FURTHER, that Michael Jarrard, Chris Jarrard, and Tanner West, in their 

respective capacities as officers and/or managers of the Company, shall be Authorized Persons

and are hereby authorized, empowered, and directed, for and in the name and on behalf of the 

Company, to (i) execute, file and deliver the Voluntary Petition, and (ii) perform any and all of the 

Related Actions;

RESOLVED, FURTHER, that each Authorized Person is hereby authorized, empowered, 

and directed, for and in the name and on behalf of the Company, to take such further actions and 

to execute, deliver, and file (i) such other documents, agreements, instruments, certificates, 

consents, instructions, and/or other assurances as may be necessary, required, advisable, or 

appropriate to consummate the Bankruptcy Case and as may be contemplated by the Voluntary 

Petition, and (ii) any supplements, modifications, or amendments to the Voluntary Petition as may, 

in the judgment of the Authorized Persons, be deemed necessary, required, advisable, or 

appropriate in connection with the Bankruptcy Case in each case, the Authorized Person’s 

execution and delivery thereof to be conclusive evidence of such approval;

RESOLVED, FURTHER, that, in addition to, and without limiting in any manner, the 

authority granted by the Members hereunder, each Authorized Person is hereby authorized, 

empowered, and directed, for and in the name and on behalf of the Company, and with the authority 

to act without any other officer of the Company, to: (i) take, or cause to be taken, all such further 

action; (ii) do and perform, or cause to be done and performed, all such acts and things; (iii) execute 

and deliver, or cause to be executed and delivered, all such further documents, papers, agreements, 

instruments, certificates, consents, instructions, and/or other assurances of any type or description;

and (iv) pay, or cause to be paid, any and all fees, charges, and costs of any type or description, all 

of which as may be necessary or advisable to effect the purposes and intent of the actions 

authorized and approved by the Members hereunder. The necessity, advisability, desirability, and 

propriety of the foregoing shall be conclusively established and evidenced by the actions taken by 

the Authorized Persons;

RESOLVED FURTHER, that each of the Authorized Persons, acting individually and 

with full power of substitution, be, and hereby is, authorized, empowered and directed to retain 

the following professionals on behalf of the Company: (i) Bryan Assink and the law firm of Bonds 

Ellis Eppich Schafer Jones LLP, as general bankruptcy counsel; and (ii) any other legal counsel, 

accountants, financial advisors, restructuring advisors, or other professionals as such Authorized 

Person deems necessary, appropriate, or advisable to represent and assist the Company in carrying 

out its duties and responsibilities and exercising its rights under the Bankruptcy Code and any 

applicable law (including, but not limited to, the law firms filing any pleadings or responses) and 

to take any and all actions to advance the rights and obligations of the Company, including filing 

any motions, objections, replies, applications, or pleadings; and in connection therewith, each of 

the Authorized Persons be, and hereby is authorized, empowered, and directed, in accordance with 

the terms and conditions hereof, to execute appropriate retention agreements, pay appropriate 

retainers, and to cause to be filed appropriate applications for authority to retain such services; 

RESOLVED FURTHER, that each of the Authorized Persons be, and hereby are, 

authorized and empowered and directed to execute and file all petitions, schedules, motions, lists, 

applications, pleadings, or other papers, and to perform such further actions and execute such 

further documentation that the Authorized Persons in their absolute discretion deem necessary, 

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 7 of 32
UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF FORMATION HOLDINGS, LLC Page 3

appropriate, or desirable in accordance with these resolutions; 

RESOLVED FURTHER, that each Member has received sufficient notice of the actions 

and transactions relating to the matters contemplated by the foregoing resolutions, as may be 

required by the organizational documents of the Company, or hereby waive any right to have 

received such notice; 

RESOLVED, FURTHER, that all actions of any nature whatsoever heretofore taken by 

the Authorized Persons and by each of the officers, agents, attorneys, and other representatives of 

the Company incidental to, contemplated by, arising out of or in connection with or otherwise 

relating to the actions authorized and approved by the Members hereunder are each hereby 

authorized, approved, ratified, confirmed, and adopted in all respects; and 

RESOLVED, FURTHER, that this Consent may be executed in one or more counterparts 

(including by facsimile, email, PDF, or other electronic transmission), each of which will be 

deemed an original but all of which together will constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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Document Page 8 of 32
Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 9 of 32
Fill in this information to identify the case:

Debtor name Formation Holdings, LLC

United States Bankruptcy Court for the: NORTHERN DISTRICT OF TEXAS  Check if this is an

Case number (if known): amended filing

Official Form 204

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and

Are Not Insiders 12/15

A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the

debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not

include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor

among the holders of the 20 largest unsecured claims.

Name of creditor and

complete mailing address,

including zip code

Name, telephone number

and email address of

creditor contact

Nature of claim

(for example, trade

debts, bank loans,

professional services,

and government

contracts)

Indicate if claim

is contingent,

unliquidated, or

disputed

Amount of claim

If the claim is fully unsecured, fill in only unsecured claim amount. If

claim is partially secured, fill in total claim amount and deduction for

value of collateral or setoff to calculate unsecured claim.

Total claim, if

partially secured

Deduction for value

of collateral or setoff

Unsecured claim

316 Joshua LLC

3000 Race Street

#100

Fort Worth, TX

76111

Lease $42,086.02

Aries Building

Systems LLC

PO Box 95507

Chicago, IL 60694

Lease $41,430.96

Azz Metal Coatings

PO Box 843771

Dallas, TX

75284-3771

Trade debt $38,077.79

Cadd Alata

296 Kaska Rd

Sherwood Park, AB

T8a 4G7

Trade debt $59,217.50

Comptroller of

Public Accounts

P.O. Box 149358

Austin, TX 78714

Sales taxes $237,510.59

Delta Steel

PO Box 849086

Dallas, TX

75284-9086

Trade debt $53,992.72

Frontier Bolt

Company

555 Airport Drive

Mansfield, TX 76063

Trade debt $140,778.56

Gerdau

P.O. Box 731478

Dallas, TX

75373-1478

$25,779.08

Kloeckner Metals

P.O. Box 842820

Dallas, TX

75284-2820

Trade debt $65,408.87

Official form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims page 1

 

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Document Page 10 of 32
Debtor Formation Holdings, LLC Case number (if known)

Name

Name of creditor and

complete mailing address,

including zip code

Name, telephone number

and email address of

creditor contact

Nature of claim

(for example, trade

debts, bank loans,

professional services,

and government

contracts)

Indicate if claim

is contingent,

unliquidated, or

disputed

Amount of claim

If the claim is fully unsecured, fill in only unsecured claim amount. If

claim is partially secured, fill in total claim amount and deduction for

value of collateral or setoff to calculate unsecured claim.

Total claim, if

partially secured

Deduction for value

of collateral or setoff

Unsecured claim

McNichols Co

P.O. Box 779248

Chicago, IL

60677-9248

Trade debt $55,062.88

Mid-South Metals

LLC

Accounts

Receivable

3849 Southern Ave.

Shreveport, LA

71106

Trade debt $50,297.75

Miner Grating

Systems

37659 Eagle Way

Chicago, IL

60678-1376

Trade debt $33,267.00

NMBS LLC-Hope

P.O. Box 675007

Dallas, TX

75267-5007

$114,965.00

Norton Metals

P.O. Box 3488 Dept

05-224

Tupelo, MS

38803-3488

Trade debt $44,636.60

NUCOR Yamato

Steel Co.

P.O. Box 101418

Atlanta, GA 30392

Trade debt $44,939.48

O'Neal Steel LLC

P.O. Box 934243

Atlanta, GA

31193-4243

Trade debt $51,076.50

Oates Metal Decking

& Building Products

450 Preston Ave

Pasadena, TX 77503

Trade debt $51,076.50

Peddinghaus

Corporation

301 N. Washington

Ave

Bradley, IL 60915

$44,946.16

Service Steel

Warehouse LP

PO Box 843965

Dallas, TX 75284

Trade debt $135,898.22

Turbo Freight, LLC

P.O. Box 1225

Burleson, TX

76097-1225

Trade debt $38,325.00

Official form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims page 2

 

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Document Page 11 of 32
Fill in this information to identify the case:

Debtor name Formation Holdings, LLC

United States Bankruptcy Court for the: NORTHERN DISTRICT OF TEXAS

Case number (if known)

 Check if this is an

amended filing

Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this

form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any

amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the document,

and the date. Bankruptcy Rules 1008 and 9011.

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 fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341,

1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another

individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

 Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)

 Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

 Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

 Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)

 Schedule H: Codebtors (Official Form 206H)

 Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)

 Amended Schedule

 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204)

 Other document that requires a declaration

I declare under penalty of perjury that the foregoing is true and correct.

Executed on April 16, 2024 X /s/ Tanner West

Signature of individual signing on behalf of debtor

Tanner West

Printed name

Chief Executive Officer

Position or relationship to debtor

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors

 

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Document Page 12 of 32
United States Bankruptcy Court

Northern District of Texas

In re Formation Holdings, LLC Case No.

Debtor(s) Chapter 11

LIST OF EQUITY SECURITY HOLDERS

Following is the list of the Debtor's equity security holders which is prepared in accordance with rule 1007(a)(3) for filing in this Chapter 11 Case

Name and last known address or place of

business of holder

Security Class Number of Securities Kind of Interest

Echo Financial, LLC

2425 College Avenue

Fort Worth, TX 76110

Membership 45%

Formation Exploration & Holdings, LLC

14857 Gentry Drive

Aledo, TX 76008

Membership 10%

Skyward Forge, LP

1565 West Main Street

Suite 208 PMB 332

Lewisville, TX 75067

Membership 45%

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP

I, the Chief Executive Officer of the corporation named as the debtor in this case, declare under penalty of perjury

that I have read the foregoing List of Equity Security Holders and that it is true and correct to the best of my information

and belief.

Date April 16, 2024 Signature /s/ Tanner West

Tanner West

Penalty for making a false statement of concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both.

 18 U.S.C. §§ 152 and 3571.

Sheet 1 of 1 in List of Equity Security Holders

 

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 13 of 32
U OMB No. 1545-0123

.S. Return of Partnership Income Form 1065

For calendar year 2022, or tax year beginning , 2022, ending , 20 . Department of the Treasury

Internal Revenue Service Go to www.irs.gov/Form1065 for instructions and the latest information. À3⁄4¶¶

A Principal business activity Name of partnership D Employer identification number

B Principal product or service Number, street, and room or suite no. If a P.O. box, see instructions. E Date business started Type

or Print C Business code number City or town, state or province, country, and ZIP or foreign postal code F Total assets

(see instructions)

$

G

H

I

Check applicable boxes: (1) Initial return (2) Final return (3) Name change (4) Address change (5) Amended return Check accounting method: (1) Cash (2) Accrual (3) Other (specify): Number of Schedules K-1. Attach one for each person who was a partner at any time during the tax year: J Check if Schedules C and M-3 are attachedm m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m K Check if partnership: (1) Aggregated activities for section 465 at-risk purposes (2) Grouped activities for section 469 passive activity purposes Caution: Include only trade or business income and expenses on lines 1a through 22 below. See instructions for more information. 1a

1b

1a

b

c

Gross receipts or sales

Returns and allowances

Balance. Subtract line 1b from line 1a

Cost of goods sold (attach Form 1125-A)

Gross profit. Subtract line 2 from line 1c

Ordinary income (loss) from other partnerships, estates, and trusts (attach statement)

Net farm profit (loss) (attach Schedule F (Form 1040))

Net gain (loss) from Form 4797, Part II, line 17 (attach Form 4797)

Other income (loss) (attach statement)

Total income (loss). Combine lines 3 through 7

m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m 1c

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16c

17

18

19

20

21

22

23

24

25

26

27

28

29

30

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 2

3

4

5

6

7

8

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m 9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

In

c

o

m

e

Salaries and wages (other than to partners) (less employment credits)

Guaranteed payments to partners

Repairs and maintenance

Bad debts

Rent

Taxes and licenses

Interest (see instructions)

Depreciation (if required, attach Form 4562)

Less depreciation reported on Form 1125-A and elsewhere on return Depletion (Do not deduct oil and gas depletion.)

Retirement plans, etc. Employee benefit programs

Other deductions (attach statement)

Total deductions. Add the amounts shown in the far right column for lines 9 through 20

Ordinary business income (loss). Subtract line 21 from line 8

Interest due under the look-back method - completed long-term contracts (attach Form 8697)

Interest due under the look-back method - income forecast method (attach Form 8866)

BBA AAR imputed underpayment (see instructions)

Other taxes (see instructions)

Total balance due. Add lines 23 through 26

Payment (see instructions)

Amount owed. If line 28 is smaller than line 27, enter amount owed

Overpayment. If line 28 is larger than line 27, enter overpayment

m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 16a

16b

a m m m m m m m m m b

m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m D

e

d

u

ctio

n

s (see instructions for limitations)

m m m m m m m m m m m m m m m m m m

m

m m m m

m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m T

a

x

a

n

d

P

a

y

m

e

nt

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge

and belief, it is true, correct, and complete. Declaration of preparer (other than partner or limited liability company member) is based on all information of

S which preparer has any knowledge. ign

Here

May the IRS discuss this return with

the preparer shown below? See

instructions. Yes No Signature of partner or limited liability company member Date Print/Type preparer's name Preparer's signature Date PTIN

Check

self-employed

if Paid

Preparer

Use Only

Firm's name Firm's addressFirm's EIN

Phone no.

For Paperwork Reduction Act Notice, see separate instructions. Form 1065 (2022) JSA 2P1010 1.000

8384SW M07F 06/26/2023 08:31:20 9

CHARLES S GREGG, PARTNER

METAL MANUFACTU

RING

FABRICATION

FORMATION HOLDINGS LLC

DBA WORTH STEEL FABRICATION

24026 COUNTY ROAD 3118

331200 WINONA, TX 75792

86-2416907

01/01/2021

1,867,016.

X

3

8,309,091.

8,309,091.

5,585,620.

2,723,471.

2,723,471.

582,809.

140,853.

543,109.

102,750.

135,219.

135,219.

18,897.

706,929.

2,230,566.

492,905.

TANNER WEST

MEMBER

HARTMAN WANZOR MCNAMARA LLP

6050 SOUTHWEST BLVD., SUITE 150

46-5532909

P01591462

FORT WORTH, TX 76109 817-529-3930

06/26/2023 X

SEE STATEMENT 1

SEE STATEMENT 1

SEE STATEMENT 1

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 14 of 32
Form 1065 (2022) Page 2

Schedule B Other Information

1 What type of entity is filing this return? Check the applicable box: Yes No

a

c

e

Domestic general partnership

Domestic limited liability company

Foreign partnership

b

d

f

Domestic limited partnership

Domestic limited liability partnership

Other: 2 At the end of the tax year: a Did any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, or tax- exempt organization, or any foreign government own, directly or indirectly, an interest of 50% or more in the profit,

loss, or capital of the partnership? For rules of constructive ownership, see instructions. If "Yes," attach Schedule

B-1, Information on Partners Owning 50% or More of the Partnership m m m m m m m m m m m m m m m m m m m m m m m m m m m b Did any individual or estate own, directly or indirectly, an interest of 50% or more in the profit, loss, or capital of

the partnership? For rules of constructive ownership, see instructions. If "Yes," attach Schedule B-1, Information

on Partners Owning 50% or More of the Partnership m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 3 At the end of the tax year, did the partnership: a Own directly 20% or more, or own, directly or indirectly, 50% or more of the total voting power of all classes of

stock entitled to vote of any foreign or domestic corporation? For rules of constructive ownership, see instructions.

If "Yes," complete (i) through (iv) below m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

(i) Name of Corporation (ii) Employer Identification Number (if any)(iii) Country of

Incorporation

(iv) Percentage Owned in Voting Stock

b Own directly an interest of 20% or more, or own, directly or indirectly, an interest of 50% or more in the profit, loss, or capital in any foreign or domestic partnership (including an entity treated as a partnership) or in the beneficial

interest of a trust? For rules of constructive ownership, see instructions. If "Yes," complete (i) through (v) below m m m m

(ii) Employer

Identification Number (if any)

(v) Maximum

Percentage Owned in Profit, Loss, or Capital

(i) Name of Entity (iii) Type of

Entity

(iv) Country of

Organization

4 Does the partnership satisfy all four of the following conditions? Yes No

The partnership's total receipts for the tax year were less than $250,000. The partnership's total assets at the end of the tax year were less than $1 million.a

b

c

d

Schedules K-1 are filed with the return and furnished to the partners on or before the due date (including

extensions) for the partnership return. The partnership is not filing and is not required to file Schedule M-3m m m m m m m m m m m m m m m m m m m m m m m m m m m m

If "Yes," the partnership is not required to complete Schedules L, M-1, and M-2; item F on page 1 of Form 1065;

or item L on Schedule K-1. 5 Is this partnership a publicly traded partnership, as defined in section 469(k)(2)? m m m m m m m m m m m m m m m m m m m m m 6 During the tax year, did the partnership have any debt that was canceled, was forgiven, or had the terms modified

so as to reduce the principal amount of the debt? m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 7 Has this partnership filed, or is it required to file, Form 8918, Material Advisor Disclosure Statement, to provide

information on any reportable transaction? m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 8 At any time during calendar year 2022, did the partnership have an interest in or a signature or other authority over

a financial account in a foreign country (such as a bank account, securities account, or other financial account)?

See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and

Financial Accounts (FBAR). If "Yes," enter the name of the foreign country

9 At any time during the tax year, did the partnership receive a distribution from, or was it the grantor of, or

transferor to, a foreign trust? If "Yes," the partnership may have to file Form 3520, Annual Return To Report

Transactions With Foreign Trusts and Receipt of Certain Foreign Gifts. See instructions m m m m m m m m m m m m m m m m m 10 a Is the partnership making, or had it previously made (and not revoked), a section 754 election?

See instructions for details regarding a section 754 election.

m m m m m m m m m m m m m

b Did the partnership make for this tax year an optional basis adjustment under section 743(b) or 734(b)? If "Yes," attach a statement showing the computation and allocation of the basis adjustment. See instructions m m m m m m m m m c Is the partnership required to adjust the basis of partnership assets under section 743(b) or 734(b) because of a

substantial built-in loss (as defined under section 743(d)) or substantial basis reduction (as defined under section

734(d))? If "Yes," attach a statement showing the computation and allocation of the basis adjustment. See instructions

JSA 2P1020 1.000 Form 1065 (2022)

8384SW M07F 06/26/2023 08:31:20 10

X

X

X

X

X

X

X

X

X

X

X

X

X

X

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 15 of 32
Form 1065 (2022) Page 3

Schedule B Other Information (continued)

11 Check this box if, during the current or prior tax year, the partnership distributed any property received in a like- Yes No

kind exchange or contributed such property to another entity (other than disregarded entities wholly owned by the

partnership throughout the tax year) m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 12 At any time during the tax year, did the partnership distribute to any partner a tenancy-in-common or other

undivided interest in partnership property? m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 13 If the partnership is required to file Form 8858, Information Return of U.S. Persons With Respect to Foreign

Disregarded Entities (FDEs) and Foreign Branches (FBs), enter the number of Forms 8858 attached. See

instructions m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 14 Does the partnership have any foreign partners? If "Yes," enter the number of Forms 8805, Foreign Partner's

Information Statement of Section 1446 Withholding Tax, filed for this partnership

15 Enter the number of Forms 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, attached

to this return m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 16a Did you make any payments in 2022 that would require you to file Form(s) 1099? See instructions

If "Yes," did you or will you file required Form(s) 1099?

m m m m m m m m m m m b m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 17 Enter the number of Forms 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, attached to this return m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 18 Enter the number of partners that are foreign governments under section 892 m m 19 During the partnership's tax year, did the partnership make any payments that would require it to file Forms 1042

and 1042-S under chapter 3 (sections 1441 through 1464) or chapter 4 (sections 1471 through 1474)? m m m m m m m m 20 Was the partnership a specified domestic entity required to file Form 8938 for the tax year? See the Instructions

for Form 8938 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 21 Is the partnership a section 721(c) partnership, as defined in Regulations section 1.721(c)-1(b)(14)? m m m m m m m m m m 22 During the tax year, did the partnership pay or accrue any interest or royalty for which one or more partners are

not allowed a deduction under section 267A? See instructions m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

If "Yes," enter the total amount of the disallowed deductions m m m m m m m m m m m m $

23 Did the partnership have an election under section 163(j) for any real property trade or business or any farming

business in effect during the tax year? See instructions m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 24 Does the partnership satisfy one or more of the following? See instructions m m m m m m m m m m m m m m m m m m m m m m m m a

b

c

The partnership owns a pass-through entity with current, or prior year carryover, excess business interest expense. The partnership's aggregate average annual gross receipts (determined under section 448(c)) for the 3 tax years

preceding the current tax year are more than $27 million and the partnership has business interest expense. The partnership is a tax shelter (see instructions) and the partnership has business interest expense.

If "Yes" to any, complete and attach Form 8990. 25 Is the partnersh m m m m m m m m m m m m m m m m m m m m ip attaching Form 8996 to certify as a Qualified Opportunity Fund?

If "Yes," enter the amount from Form 8996, line 15 m m m m m m m m m m m m m m m m m $

26 Enter the number of foreign partners subject to section 864(c)(8) as a result of transferring all or a portion of an

interest in the partnership or of receiving a distribution from the partnershipm m m m m m Complete Schedule K-3 (Form 1065), Part XIII, for each foreign partner subject to section 864(c)(8) on a transfer or distribution. 27 At any time during the tax year, were there any transfers between the partnership and its partners subject to the

disclosure requirements of Regulations section 1.707-8? m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 28 Since December 22, 2017, did a foreign corporation directly or indirectly acquire substantially all of the properties

constituting a trade or business of your partnership, and was the ownership percentage (by vote or value) for

purposes of section 7874 greater than 50% (for example, the partners held more than 50% of the stock of the

foreign corporation)? If "Yes," list the ownership percentage by vote and by value. See instructions. Percentage: By vote: By value: 29 Reserved for future use m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 30 Is the partnership electing out of the centralized partnership audit regime under section 6221(b)? See instructions.

If "Yes," the partnership must complete Schedule B-2 (Form 1065). Enter the total from Schedule B-2, Part III,

line 3 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

If "No," complete Designation of Partnership Representative below. Designation of Partnership Representative (see instructions)

Enter below the information for the partnership representative (PR) for the tax year covered by this return. Name of PR

U.S. address of PR

U.S. phone

number of PR

If the PR is an entity, name of the designated individual for the PR

U.S. address of

designated individual

U.S. phone number of

designated individual

JSA Form 1065 (2022) 2P1036 1.000

8384SW M07F 06/26/2023 08:31:20 11

X

X

X

X

X

X

X

X

X

X

X

X

X

X

ECHO FINANCIAL LLC

(817) 797-5803

2425 COLLEGE AVE

FORT WORTH, TX 76110

TANNER WEST

(817) 797-5803

PO BOX 8145

LONGVIEW, TX 75607

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 16 of 32
Form 1065 (2022) Page 4

Schedule K Partners' Distributive Share Items Total amount

1 Ordinary business income (loss) (page 1, line 22) 1 m m m m m m m m m m m m m m m m m m m m m m m m m 2 Net rental real estate income (loss) (attach Form 8825) m m m m m m m m m m m m m m m m m m m m m 2

3a Other gross rental income (loss) m m m m m m m m m m m m m m m m m m m 3a

b Expenses from other rental activities (attach statement) 3b

6c

m m m m m m c Other net rental income (loss). Subtract line 3b from line 3a 3c

4c

m m m m m m m m m m m m m m m m m m m 4 Guaranteed payments: a Services b Capital

5

6

4a 4b

c Total. Add lines 4a and 4b m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

Interest income m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 5

Dividends and dividend equivalents: 6a

9a

a Ordinary dividends m m m m m m m m m m m m m m m m m m m m m b Qualified dividends 6b c Dividend equivalents 7

8

7

8

9

Royalties m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Net short-term capital gain (loss) (attach Schedule D (Form 1065)) m m m m m m m m m m m m m m m a

b

c

Net long-term capital gain (loss) (attach Schedule D (Form 1065)) m m m m m m m m m m m m m m m m Collectibles (28%) gain (loss) 9b

9c

m m m m m m m m m m m m m m m m m m m m m Unrecaptured section 1250 gain (attach statement) m m m m m m m m 10 Net section 1231 gain (loss) (attach Form 4797)

11

10

11

12

m m m m m m m m m m m m m m m m m m m m m m m m m Other income (loss) (see instructions) Type:

Inco

me (Loss) 12 Section 179 deduction (attach Form 4562) m m m m m m m m m m m m m m m m m m m m m m m m m m m m 13a

13b

13 a

b

c

Contributions m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

Investment interest expense

Section 59(e)(2) expenditures:

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

(1) Type: (2) Amount: 13c(2)

d Other deductions (see instructions) Type: 13d

14a

14b

14c

15a

Deductions

14 a Net earnings (loss) from self-employment m m m m m m m m m m m m m m m m m m m m m m m m m m m m m b Gross farming or fishing income m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m c Gross nonfarm income m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Self- Employ- ment 15 a

b

c

d

e

Low-income housing credit (section 42(j)(5))

Low-income housing credit (other)

Qualified rehabilitation expenditures (rental real estate) (attach Form 3468, if applicable)

Other rental real estate credits (see instructions)

Other rental credits (see instructions)

m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 15b

15c

15d

15e

15f

m m m Type: Type:

f Other credits (see instructions) Type:

Credits

16 Attach Schedule K-2 (Form 1065), Partners' Distributive Share Items - International, and check

this box to indicate that you are reporting items of international tax relevance m m m m m m Inter- national

17a

17b

17c

17d

17e

17f

18a

18b

18c

19a

19b

20a

20b

21

17 a

b

c

d

e

f

Post-1986 depreciation adjustment

Adjusted gain or loss

Depletion (other than oil and gas)

Oil, gas, and geothermal properties - gross income

Oil, gas, and geothermal properties - deductions

Other AMT items (attach statement)

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Alternative Minimum

Tax

(A

M

T) Items

18 a

b

c

a

b

a

b

Tax-exempt interest income m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Other tax-exempt income m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Nondeductible expenses m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 19 Distributions of cash and marketable securities m m m m m m m m m m m m m m m m m m m m m m m m m m Distributions of other property

Investment income

Investment expenses

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 20 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m c Other items and amounts (attach statement)

21 Total foreign taxes paid or accrued m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

Other Information

Form 1065 (2022)

JSA

2P1030 1.000

8384SW M07F 06/26/2023 08:31:20 12

492,905.

49,290.

272,347.

SEE STATEMENT 2

SEE STATEMENT 3

SEE STATEMENT 3

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 17 of 32
Form 1065 (2022) Page 5

Analysis of Net Income (Loss) per Return

1 Net income (loss). Combine Schedule K, lines 1 through 11. From the result, subtract the sum of

Schedule K, lines 12 through 13d, and 21 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 1

(i) Corporate (ii) Individual

(active)

(iii) Individual

(passive)

(iv) Partnership (v) Exempt

Organization

(vi)

Nominee/Other 2 Analysis by

partner type: a General partners

b Limited partners

Schedule L Balance Sheets per Books Beginning of tax year End of tax year

Assets (a) (b) (c) (d)

1 Cash

Trade notes and accounts receivable

Less allowance for bad debts

Inventories U.S. Government obligations Tax-exempt securities Other current assets (attach statement)

Loans to partners (or persons related to partners)

Mortgage and real estate loans Other investments (attach statement)

Buildings and other depreciable assets Less accumulated depreciation Depletable assets Less accumulated depletion

Land (net of any amortization)

Intangible assets (amortizable only)

Less accumulated amortization Other assets (attach statement)

Total assets

m m m m m m m m m m m m m m m m m m m m m 2a m m m m m m b m m m m m m m m m m 3

4

5

6

7

8

9

m m m m m m m m m m m m m m m m m m

m m m m m m m m m m

m m m m m m m m m m m m m

m m m m m ab m m m m m m m m m

m m m m m m ab

ab

m m m m m

m m m m m m m m m 10

11

12

13

14

m m m m m m m m m m m m m m m

m m m m m m m m m m

m m m m m m m m m a m m m m m m m b m m m m m m m m m

m m m m m m m m

m m m m m m m m m m m m m m m m m m Liabilities and Capital

15 m m m m m m m m m m m m m m m 16

17

18

19

Accounts payable Mortgages, notes, bonds payable in less than 1 year m m Other current liabilities (attach statement) m m m All nonrecourse loans m m m m m m m m m m m m m a Loans from partners (or persons related to partners) m m b Mortgages, notes, bonds payable in 1 year or more m m 20 Other liabilities (attach statement) m m m m m m m 21 Partners' capital accounts m m m m m m m m m m m 22 Total liabilities and capital m m m m m m m m m m m Reconciliation of Income (Loss) per Books With Analysis of Net Income (Loss) per Return

Note: The partnership may be required to file Schedule M-3. See instructions. Schedule M-1

1 Net income (loss) per books 6 Income recorded on books this year not included

on Schedule K, lines 1 through 11 (itemize):

m m m m m m

2 Income included on Schedule K, lines 1, 2, 3c,

5, 6a, 7, 8, 9a, 10, and 11, not recorded on

books this year (itemize):

a Tax-exempt interest $

7 Deductions included on Schedule K,

lines 1 through 13d, and 21, not charged

3 Guaranteed payments (other than health

insurance) m m m m m m m m m m m m m m m 4 Expenses recorded on books against book income this year (itemize): this year not included on Schedule K, lines 1

through 13d, and 21 (itemize):

a Depreciation $

a Depreciation $

b Travel and entertainment $ 8 Add lines 6 and 7 m m m m m m m m m m m m m 9 Income (loss) (Analysis of Net Income

5 Add lines 1 through 4 m m m m m m m m m (Loss), line 1). Subtract line 8 from line 5 m m Schedule M-2 Analysis of Partners' Capital Accounts

1 Balance at beginning of year m m m m m m 6 Distributions: a Cash m m m m m m m m m m m 2 Capital contributed: a Cash

b Property

m m m m m m b Property m m m m m m m m m

m m m m m 7 Other decreases (itemize): 3 Net income (loss) (see instructions) m m m 4 Other increases (itemize): 8 Add lines 6 and 7 m m m m m m m m m m m m m 5 Add lines 1 through 4 m m m m m m m m m 9 Balance at end of year. Subtract line 8 from line 5

JSA Form 1065 (2022) 2P1035 1.000

8384SW M07F 06/26/2023 08:31:20 13

130,467.

322,101.

322,101.

4,456.

17,071.

54,318.

54,318.

1,974.

476,069.

505,380.

680,340.

680,340.

657,475.

8,821.

189,537.

189,537.

15,000.

1,867,016.

343,020.

65,945.

67,104.

476,069.

NONE

296,285.

55,722.

560,009.

1,867,016.

955,000.

492,905.

492,905. 492,905.

67,104.

492,905.

560,009. 560,009.

STMT 4

STMT 4

STMT 4

443,615. 49,290.

492,905.

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 18 of 32
Form 1125-A Cost of Goods Sold

(Rev. November 2018) OMB No. 1545-0123

I Attach to Form 1120, 1120-C, 1120-F, 1120S, or 1065. Department of the Treasury

Internal Revenue Service I Go to www.irs.gov/Form1125A for the latest information. Name Employer identification number

1

2

3

4

5

6

7

Inventory at beginning of year Purchases Cost of labor Additional section 263A costs (attach schedule)

Other costs (attach schedule)

Total. Add lines 1 through 5

Inventory at end of year

1

2

3

4

5

6

7

8

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

8 Cost of goods sold. Subtract line 7 from line 6. Enter here and on Form 1120, page 1, line 2 or the

appropriate line of your tax return. See instructionsm m m m m m m m m m m m m m m m m m m m m m m m m m m 9a Check all methods used for valuing closing inventory:

(i)

(ii)

(iii)

Cost

Lower of cost or market

Other (Specify method used and attach explanation.)I

I

I

b

c

Check if there was a writedown of subnormal goods Check if the LIFO inventory method was adopted this tax year for any goods (if checked, attach Form 970)

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m d If the LIFO inventory method was used for this tax year, enter amount of closing inventory computed

under LIFO m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 9d

Yes

Yes

No

No

e If property is produced or acquired for resale, do the rules of section 263A apply to the entity? See instructions m m m

f Was there any change in determining quantities, cost, or valuations between opening and closing inventory? If "Yes," attach explanation m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

Small business taxpayer. A small

business taxpayer is a taxpayer that (a) has

average annual gross receipts of $25

million or less (indexed for inflation) for the

3 prior tax years, and (b) is not a tax shelter

(as defined in section 448(d)(3)). See Pub. 538.

Section references are to the Internal

Revenue Code unless otherwise noted. merchandise is an income-producing

factor. See Regulations section 1.471-1. If

inventories are required, you generally

must use an accrual method of accounting

for sales and purchases of inventory items. What's New

Small business taxpayers. For tax years

beginning after December 31, 2017, the

following apply. Exception for certain taxpayers. A small

business taxpayer (defined below), can

adopt or change its accounting method to

account for inventories in the same manner

as material and supplies that are nonincidental, or conform to its treatment of

inventories in an applicable financial

statement (as defined in section 451(b)(3)), or if it does not have an applicable financial

statement, the method of accounting used

in its books and records prepared in

accordance with its accounting

procedures. See section 471(c)(3).

% A small business taxpayer (defined Uniform capitalization rules. The uniform

capitalization rules of section 263A

generally require you to capitalize, or

include in inventory, certain costs incurred

in connection with the following.

below), may use a method of accounting for

inventories that either: (1) treats inventories

as nonincidental materials and supplies, or

(2) conforms to the taxpayer's financial

accounting treatment of inventories. % The production of real property and %

tangible personal property held in inventory

or held for sale in the ordinary course of

business.

A small business taxpayer is not required

to capitalize costs under section 263A. General Instructions % Real property or personal property

(tangible and intangible) acquired for resale. Purpose of Form

% A small business taxpayer claiming The production of real property and

exemption from the requirement to keep

inventories is changing its method of

accounting for purposes of section 481. For additional guidance on this method of

accounting, see Pub. 538, Accounting

Periods and Methods. For guidance on

changing to this method of accounting, see

Form 3115 and the Instructions for Form

3115.

Use Form 1125-A to calculate and deduct

cost of goods sold for certain entities.

tangible personal property for use in its

trade or business or in an activity engaged

Who Mus in for profit. t File

A small business taxpayer (defined

above) is not required to capitalize costs

under section 263A. See section 263A(i).

Filers of Form 1120, 1120-C, 1120-F, 1120S, or 1065, must complete and attach

Form 1125-A if the applicable entity reports

a deduction for cost of goods sold. See the discussion on section 263A

uniform capitalization rules in the

instructions for your tax return before

completing Form 1125-A. Also see

Regulations sections 1.263A-1 through

1.263A-3. See Regulations section

1.263A-4 for rules for property produced in

a farming business.

Inventories

Generally, inventories are required at the

beginning and end of each tax year if the

production, purchase, or sale of

For Paperwork Reduction Act Notice, see instructions. Form 1125-A (Rev. 11-2018) JSA

2X4012 1.000

8384SW M07F 06/26/2023 08:31:20 14

FORMATION HOLDINGS LLC

DBA WORTH STEEL FABRICATION 86-2416907

4,456.

561,362.

5,677,277.

6,243,095.

657,475.

5,585,620.

X

X

SEE STATEMENT 5

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 19 of 32
Dep OMB No. 1545-0172 reciation and Amortization

Form 4562 (Including Information on Listed Property)

Attach to your tax return. À3⁄4¶¶ Department of the Treasury

Internal Revenue Service Attachment

Go to www.irs.gov/Form4562 for instructions and the latest information. Sequence No. 179

Name(s) shown on return Identifying number

Business or activity to which this form relates

Election To Expense Certain Property Under Section 179

Note: If you have any listed property, complete Part V before you complete Part I. Part I

1 Maximum amount (see instructions) m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 1

2 Total cost of section 179 property placed in service (see instructions) m m m m m m m m m m m m m m m m m m m m m m m m 2

3 Threshold cost of section 179 property before reduction in limitation (see instructions) m m m m m m m m m m m m m m m 3

4 Reduction in limitation. Subtract line 3 from line 2. If zero or less, enter -0- m m m m m m m m m m m m m m m m m m m m m 4

5 Dollar limitation for tax year. Subtract line 4 from line 1. If zero or less, enter -0-. If married filing

separately, see instructions m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 5

6 (a) Description of property (b) Cost (business use only) (c) Elected cost

7 Listed property. Enter the amount from line 29m m m m m m m m m m m m m m m m m m m m m m 7

8 Total elected cost of section 179 property. Add amounts in column (c), lines 6 and 7 m m m m m m m m m m m m m m m m 8

9 Tentative deduction. Enter the smaller of line 5 or line 8 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 9

10 Carryover of disallowed deduction from line 13 of your 2021 Form 4562 m m m m m m m m m m m m m m m m m m m m m m 10

11 Business income limitation. Enter the smaller of business income (not less than zero) or line 5. See instructions 11

12 Section 179 expense deduction. Add lines 9 and 10, but don't enter more than line 11 m m m m m m m m m m m m m m m 12

13 Carryover of disallowed deduction to 2023. Add lines 9 and 10, less line 12 m m m m m m m 13

Note: Don't use Part II or Part III below for listed property. Instead, use Part V. Part II Special Depreciation Allowance and Other Depreciation (Don't include listed property. See instructions.)

14 Special depreciation allowance for qualified property (other than listed property) placed in service

during the tax year. See instructions 14

15

16

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 15

16

Property subject to section 168(f)(1) election Other depreciation (including ACRS)

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Part III MACRS Depreciation (Don't include listed property. See instructions.)

Section A

17 MACRS deductions for assets placed in service in tax years beginning before 2022 m m m m m m m m m m m m m m m m m 17

18 If you are electing to group any assets placed in service during the tax year into one or more general asset accounts, check here m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m Section B - Assets Placed in Service During 2022 Tax Year Using the General Depreciation System

(b) Month and year (c) Basis for depreciation (d) Recovery

(a) Classification of property placed in (business/investment use (e) Convention (f) Method (g) Depreciation deduction

period

service only - see instructions)

19a 3-year property

b 5-year property c 7-year property

d 10-year property e 15-year property

f 20-year property

g 25-year property 25 yrs. S/L

h R 27.5 yrs. MM S/L esidential rental

property 27.5 yrs. MM S/L

39 yrs. MM S/L i Nonresidential real

property MM S/L

Section C - Assets Placed in Service During 2022 Tax Year Using the Alternative Depreciation System

20a Class life S/L

b 12-year 12 yrs. S/L

cd30-year 40-year30 yrs. 40 yrs. MM

MM

S/L

S/L

Part IV Summary (See instructions.)

21 Listed property. Enter amount from line 28 m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 21

22 Total. Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21. Enter here and on the appropriate lines of your return. Partnerships and S corporations - see instructionsm m m m m m m m m m 22

23 For assets shown above and placed in service during the current year, enter the

portion of the basis attributable to section 263A costs m m m m m m m m m m m m m m m m m m 23

For Paperwork Reduction Act Notice, see separate instructions. Form 4562 (2022) JSA 2X2300 1.000

8384SW M07F 06/26/2023 08:31:20 15

FORMATION HOLDINGS LLC

DBA WORTH STEEL FABRICATION 86-2416907

FORMATION HOLDINGS LLC

1,080,000.

2,700,000.

135,219.

135,219.

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 20 of 32
Form 4562 (2022) Page 2

Listed Property (Include automobiles, certain other vehicles, certain aircraft, and property used for

entertainment, recreation, or amusement.)

Part V

Note: For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only 24a, 24b, columns (a) through (c) of Section A, all of Section B, and Section C if applicable. Section A - Depreciation and Other Information (Caution: See the instructions for limits for passenger automobiles.)

24a Do you have evidence to support the business/investment use claimed? Yes No 24b If "Yes," is the evidence written? Yes No

(c) (e)

(a) (b) (f) (g) (h) (i)

Business/ (d) Basis for depreciation Type of property (list Date placed Elected section 179

in service C Recovery Method/ Depreciation

investment use ost or other basis (business/investment vehicles first) period Convention deduction cost percentage use only)

25 Special depreciation allowance for qualified listed property placed in service during

the tax year and used more than 50% in a qualified business use. See instructions m m m m m m m m m m 25

26 Property used more than 50% in a qualified business use: %

%

%

27 Property used 50% or less in a qualified business use: % S/L - % S/L - % S/L - 28 Add amounts in column (h), lines 25 through 27. Enter here and on line 21, page 1m m m m m m m m m m 28

29 Add amounts in column (i), line 26. Enter here and on line 7, page 1 m m m m m m m m m m m m m m m m m m m m m m m m m m 29

Section B - Information on Use of Vehicles

Complete this section for vehicles used by a sole proprietor, partner, or other "more than 5% owner," or related person. If you provided vehicles

to your employees, first answer the questions in Section C to see if you meet an exception to completing this section for those vehicles.

(a) (b) (c) (d) (e) (f)

Vehicle 1 Vehicle 2 Vehicle 3 Vehicle 4 Vehicle 5 Vehicle 6

30 Total business/investment miles driven during

the year (don't include commuting miles) m m m 31 Total commuting miles driven during the year m 32 Total other personal (noncommuting)

miles driven m m m m m m m m m m m m m m m m m m m 33 Total miles driven during the year. Add

lines 30 through 32 m m m m m m m m m m m m m m m 34 Was the vehicle available for personal Yes No Yes No Yes No Yes No Yes No Yes No

use during off-duty hours? m m m m m m m m m m m m 35 Was the vehicle used primarily by a more

than 5% owner or related person?m m m m m m m m

36 Is another vehicle available for personal use?

Section C - Questions for Employers Who Provide Vehicles for Use by Their Employees

Answer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who aren't

more than 5% owners or related persons. See instructions. 37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by

your employees?

Yes No

m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your

employees? See the instructions for vehicles used by corporate officers, directors, or 1% or more owners m m m m m m m m 39 Do you treat all use of vehicles by employees as personal use? m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 40 Do you provide more than five vehicles to your employees, obtain information from your employees about the

use of the vehicles, and retain the information received? m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 41 Do you meet the requirements concerning qualified automobile demonstration use? See instructions

Note: If your answer to 37, 38, 39, 40, or 41 is "Yes," don't complete Section B for the covered vehicles.

m m m m m m m m m m m

Part VI Amortization

(e)

(b)

(a) (c) (f) (d) Amortization Date amortization Description of costs Amortizable amount Code section period or Amortization for this year begins percentage 42 Amortization of costs that begins during your 2022 tax year (see instructions):

43 Amortization of costs that began before your 2022 tax yearm m m m m m m m m m m m m m m m m m m m m m m m m m 43

44 Total. Add amounts in column (f). See the instructions for where to report m m m m m m m m m m m m m m m m m 44

Form 4562 (2022) JSA

2X2310 1.000

8384SW M07F 06/26/2023 08:31:20 16

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 21 of 32
2022 Depreciation

Description of Property

Date

placed in

service

179 exp.

reduc.

in basis

Beginning

Accumulated

depreciation

Ending

Accumulated

depreciation

Con- ventionMA

CRS

class

Current -yr 179

expense Unadjusted

cost or basis Bus. %

Basis Reduction Basis for Depreciation MethodACRS

class Current-year Asset description Life depreciation

Less: Retired Assets m m m m m m m m m m m m TOTALS m m m m m m m m m m m m m m m m m m

*Assets Retired

JSA

2X9027 1.000

17

FORMATION HOLDINGS LLC GENERAL TRADE OR BUSINESS

8384SW M07F 06/26/2023 08:31:20

CONTAINERS 07/01/2021 4,322. 100. 4,322. 200 DB HY 7

MACHINERY 07/01/2021 21,530. 100. 21,530. 200 DB HY 5

OPERATING SOFTWARE 07/01/2021 18,763. 100. 18,763. 200 DB HY 3

FURNITURE & EQUIP. 07/01/2021 9,703. 100. 9,703. 200 DB HY 7

LEASEHOLD IMPROVE. 05/25/2022 66,289. 100. 66,289. 150 DB HY 15

SHOP EQUIPMENT 07/01/2022 48,296. 100. 48,296. 200 DB HY 5

MACHINERY 2022 06/23/2022 903. 100. 903. 200 DB HY 5

OP. SOFTWARE 2022 06/14/2022 13,859. 100. 13,859. 200 DB HY 5

FURN. & FIX. 2022 03/24/2022 5,872. 100. 5,872. 200 DB HY 5

189,537. 189,537.

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 22 of 32
2022 Depreciation

Description of Property

Date

placed in

service

179 exp.

reduc.

in basis

Beginning

Accumulated

depreciation

Ending

Accumulated

depreciation

Con- ventionMA

CRS

class

Current -yr 179

expense Unadjusted

cost or basis Bus. %

Basis Reduction Basis for Depreciation MethodACRS

class Current-year Asset description Life depreciation

Less: Retired Assets m m m m m m m m m m m m TOTALS m m m m m m m m m m m m m m m m m m

*Assets Retired

JSA

2X9027 1.000

18

FORMATION HOLDINGS LLC GENERAL TRADE OR BUSINESS

8384SW M07F 06/26/2023 08:31:20

OTHER THAN LISTED

GROSS

LESS: RETIRED ASSETS

SUBTOTAL:

LISTED PROPERTY

GROSS

LESS: RETIRED ASSETS

SUBTOTAL:

GROSS AMOUNTS

189,537.

189,537.

189,537.

189,537.

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 23 of 32
. 2XX063 1.000

8384SW M07F 06/26/2023 08:31:20 19

================================================================================

STATEMENT

FORM 1065 SUPPORTING SCHEDULES

1

LINE 14 - PAGE 1 - TAXES

========================

SALES TAX 539,604.

FRANCHISE TAXES 3,505.

TOTAL TAXES 543,109.

---------------

===============

LINE 15 - PAGE 1 - DEDUCTIBLE INTEREST EXPENSE NOT CLAIMED ELSEWHERE

====================================================================

INTEREST EXPENSE 102,750.

TOTAL DEDUCTIBLE INTEREST EXPENSE 102,750.

---------------

===============

LINE 20 - SUMMARY OF TRAVEL, MEALS AND ENTERTAINMENT

====================================================

NET MEALS & ENTERTAINMENT 7,690.

TOTAL 7,690.

---------------

===============

LINE 20 - PAGE 1 - OTHER DEDUCTIONS

===================================

TRAVEL, MEALS, AND ENTERTAINMENT 7,690.

BANK FEE'S 1,020.

LICENSE & PERMIT FEES 2,474.

COMPUTER & INTERNET 28,155.

INSURANCE 75,369.

JOIST & DECK FINANCE FEE 89,800.

LEASED EQUIPMENT 255,184.

OFFICE SUPPLIES 11,084.

PROFESSIONAL FEES 224.

SUPPLIES 34,583.

TRAVEL EXPENSE 13,115.

UTILITIES 16,251.

AUTO EXPENSES 20,563.

LEGAL & ACCOUNTING 109,797.

ONBOARDING 140.

POSTAGE 209.

MISCELLANEOUS 26,025.

DUNNAGE 12,266.

ADVERTISING 2,980.

TOTAL OTHER DEDUCTIONS 706,929.

---------------

===============

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 24 of 32
. 2XX063 1.000

8384SW M07F 06/26/2023 08:31:20 20

================================================================================

STATEMENT

FORM 1065 SUPPORTING SCHEDULES

2

SCHEDULE K - LINE 14A - NET EARNINGS (LOSS) FROM SELF-EMPLOYMENT

================================================================

1A ORDINARY INCOME (LOSS) (SCHEDULE K, LINE 1). . . . . . . . . . 492,905.

B NET INCOME(LOSS) FROM CERTAIN RENTAL REAL ESTATE ACTIVITIES. .

C NET INCOME (LOSS) FROM OTHER RENTAL ACTIVITIES . . . . . . . .

D NET LOSS FROM FORM 4797, PART II, LINE 17, INCLUDED ON LINE 1A

ABOVE. ENTER AS A POSITIVE AMOUNT. . . . . . . . . . . . . . .

E COMBINE LINES 1A THROUGH 1D. . . . . . . . . . . . . . . . . . 492,905.

2 NET GAIN FROM FORM 4797, PART II, LINE 17, INCLUDED ON LINE 1A

ABOVE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3A SUBTRACT LINE 2 FROM LINE 1E. IF LINE 1E IS A LOSS, INCREASE

THE LOSS ON LINE 1E BY THE AMOUNT ON LINE 2. . . . . . . . . . 492,905.

3B PART OF LINE 3A ALLOCATED TO LIMITED PARTNERS, ESTATES,

TRUSTS, CORPORATIONS, EXEMPT ORGANIZATIONS, AND IRAS . . . . . 443,615.

3C SUBTRACT LINE 3B FROM LINE 3A. IF LINE 3A IS A LOSS, REDUCE

THE LOSS ON LINE 3A BY THE AMOUNT ON LINE 3B. INCLUDE EACH

INDIVIDUAL GENERAL PARTNER'S SHARE ON LINE 14A OF SCHEDULE K-1 49,290.

4A GUARANTEED PAYMENTS TO PARTNERS. . . . . . . . . . . . . . . .

B PART OF LINE 4A ALLOCATED TO ESTATES, TRUSTS, CORPORATIONS,

EXEMPT ORGANIZATIONS, AND IRAS . . . . . . . . . . . . . . . .

PART OF LINE 4A ALLOCATED TO INDIVIDUAL LIMITED PARTNERS FOR

OTHER THAN SERVICES . . . . . . . . . . . . . . . . . . . . .

C SUBTRACT LINE 4B FROM LINE 4A. INCLUDE IN EACH INDIVIDUAL

GENERAL PARTNER'S SHARE AND EACH INDIVIDUAL LIMITED PARTNER'S

SHARE ON LINE 14A OF SCHEDULE K-1. . . . . . . . . . . . . . .

5 NET EARNINGS (LOSS) FROM SELF-EMPLOYMENT (LINE 3C + 4C) 49,290.

---------------

===============

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 25 of 32
. 2XX063 1.000

8384SW M07F 06/26/2023 08:31:20 21

================================================================================

STATEMENT

FORM 1065 SUPPORTING SCHEDULES

3

SCHEDULE K - LINE 14C - GROSS NONFARM INCOME

============================================

1A GROSS INCOME FROM NONFARM ACTIVITIES . . . . . . . . . . . . . 2,723,471.

B NET INCOME (LOSS) FROM CERTAIN RENTAL REAL ESTATE ACTIVITIES .

C NET INCOME (LOSS) FROM OTHER RENTAL ACTIVITIES . . . . . . . .

LESS GUARANTEED PAYMENTS FROM SCHEDULE K, LINE 4C. . . . . . .

D COMBINE LINES 1A - 1C. . . . . . . . . . . . . . . . . . . . . 2,723,471.

E PART ALLOCATED TO PARTNERS WHO ARE ESTATES, TRUSTS,

CORPORATIONS, EXEMPT ORGANIZATIONS, IRAS, OR LIMITED PARTNERS. 2,451,124.

F SUBTRACT LINE 1E FROM LINE 1D. . . . . . . . . . . . . . . . . 272,347.

4A GUARANTEED PAYMENTS TO PARTNERS. . . . . . . . . . . . . . . .

B PART OF LINE 4A ALLOCATED TO ESTATES, TRUSTS, CORPORATIONS,

EXEMPT ORGANIZATIONS, AND IRAS . . . . . . . . . . . . . . . .

PART OF LINE 4A ALLOCATED TO INDIVIDUAL LIMITED PARTNERS FOR

OTHER THAN SERVICES . . . . . . . . . . . . . . . . . . . . .

C SUBTRACT LINE 4B FROM LINE 4A. INCLUDE IN EACH INDIVIDUAL

GENERAL PARTNER'S SHARE AND EACH INDIVIDUAL LIMITED PARTNER'S

SHARE ON LINE 14A OF SCHEDULE K-1. . . . . . . . . . . . . . .

5 GROSS NONFARM INCOME FOR SCHEDULE K, LINE 14C (LINE 1F + 4C) 272,347.

---------------

===============

SCHEDULE K - LINE 20C - OTHER

=============================

SEC 199A INFORMATION - QBI INCOME:

TRADE/BUSINESS-ORD BUSINESS INCOME (LOSS) 492,905.

TOTAL TRADE/BUSINESS 492,905.

SEC 199A INFORMATION - W-2 WAGES:

TRADE/BUSINESS 1,144,171.

SEC 199A INFORMATION - UBIA:

TRADE/BUSINESS 189,537.

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

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. 2XX063 1.000

8384SW M07F 06/26/2023 08:31:20 22

================================================================================

STATEMENT

FORM 1065, SUPPORTING SCHEDULES

4

SCHEDULE L - LINE 6 - OTHER CURRENT ASSETS

==========================================

BEGINNING ENDING

--------------- ---------------

DUE FROM JAMES WOODS 4,500. 1,250.

DUE FROM USFS INDUSTRIAL 12,571. 7,571.

TOTAL OTHER CURRENT ASSETS 17,071.

---------------

===============

8,821.

---------------

===============

SCHEDULE L - LINE 13 - OTHER ASSETS

===================================

BEGINNING ENDING

--------------- ---------------

SECURITY DEPOSITS 1,974. 15,000.

TOTAL OTHER ASSETS 1,974.

---------------

===============

15,000.

---------------

===============

SCHEDULE L - LINE 17 - OTHER CURRENT LIABILITIES

================================================

BEGINNING ENDING

--------------- ---------------

DUE TO EFL 25,000. NONE

DUE TO USFS 18,500. NONE

SALES TAX PAYABLE 3,588. 21,678.

CUSTOMER DEPOSITS 18,857. NONE

PAYROLL LIABILITIES NONE 34,044.

TOTAL OTHER CURRENT LIABILITIES 65,945.

---------------

===============

55,722.

---------------

===============

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

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================================================================================

STATEMENT

FORM 1065 SUPPORTING SCHEDULES

5

FORM 1125-A - COST OF GOODS SOLD AND/OR OPERATIONS-OTHER COSTS

==============================================================

MATERIALS AND SUPPLIES 5,677,277.

TOTAL COST OF GOODS SOLD AND/OR OPERATIONS - OTHER COSTS 5,677,277.

---------------

===============

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 28 of 32
Apr 16, 24

ASSETS

Current Assets

Checking/Savings

10000 · Plains Operating - 8800 -97,006.89

10200 · Trinity Bank - 8877 -8,079.43

10300 · Guaranty Bank 20,075.50

Total Checking/Savings -85,010.82

Accounts Receivable

11000 · Accounts Receivable 484,558.21

Total Accounts Receivable 484,558.21

Other Current Assets

Inventory 665,046.75

Prepaid Insurance 25,015.50

12000 · Undeposited Funds 3,000.00

12200 · Security Deposit - Joshua 15,000.00

Total Other Current Assets 708,062.25

Total Current Assets 1,107,609.64

Fixed Assets

Containers 4,322.25

Machinery 22,432.81

Operating Software 59,362.59

15000 · Furniture and Equipment 36,593.66

15050 · Leasehold Improvements 291,609.04

15100 · Shop Equipment 101,161.31

16100 · Manitou Telehandler 89,609.09

16200 · Hyundai 110D-9 Forklift 204,061.33

16500 · Cobot Welder UR20 120,000.00

16700 · FMB Olimpus 3HP Saw 56,075.00

Total Fixed Assets 985,227.08

TOTAL ASSETS 2,092,836.72

LIABILITIES & EQUITY

Liabilities

Current Liabilities

Accounts Payable

20000 · Accounts Payable 1,840,748.26

Total Accounts Payable 1,840,748.26

Other Current Liabilities

Due to EFL 558,926.70

Due to Skyward Forge 498,770.14

Total Other Current Liabilities 1,057,696.84

Total Current Liabilities 2,898,445.10

Long Term Liabilities

NP - Trinity Bank Equip LOC 468,570.42

Total Long Term Liabilities 468,570.42

Total Liabilities 3,367,015.52

Equity

32000 · Retained Earnings 167,661.71

Net Income -1,441,840.51

Total Equity -1,274,178.80

TOTAL LIABILITIES & EQUITY 2,092,836.72

10:07 AM Worth Steel Fabrication

04/16/24 Balance Sheet

Accrual Basis As of April 16, 2024

Page 1

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

Document Page 29 of 32
Jan - Mar 24

Ordinary Income/Expense

Income

41040 · Detailing 30,147.15

41090 · Material Sales 5,500.00

42000 · Metal Fabrication 250,569.40

43000 · Scrap 4,147.68

Total Income 290,364.23

Cost of Goods Sold

51000 · Equipment Rental 3,791.58

51500 · Equipment Maintenance 615.35

52000 · Freight and Shipping Costs 30,400.00

52500 · Materials

52510 · Steel 176,237.07

52515 · Galvanizing 35,940.74

52517 · Joist & Deck Materials 5,817.00

52520 · Nuts and Washers 25,716.57

52521 · Paint 11,572.96

52524 · Treads and Grating 88,329.88

52525 · Welding materials 20,095.88

52500 · Materials - Other 1,733.48

Total 52500 · Materials 365,443.58

52530 · Other Materials 9,078.97

53000 · Payroll - COS

53100 · Labor Payroll 282,140.16

53200 · Labor Payroll Taxes 25,768.37

Total 53000 · Payroll - COS 307,908.53

54000 · Structural Detailing 26,510.00

54150 · Subcontract - Fabrication 66,304.40

55000 · Trucking & Tolls 2,381.94

Total COGS 812,434.35

Gross Profit -522,070.12

Expense

60400 · Bank Service Charges 885.30

61600 · Cleaning Expense 422.16

61700 · Computer and Internet Expenses 6,987.62

63100 · Employee Appreciation

63110 · Continuing Education 400.00

Total 63100 · Employee Appreciation 400.00

63200 · Fuel 2,869.69

63300 · Insurance Expense

63310 · Auto Insurance 7,733.00

63340 · Health Insurance 5,331.44

63300 · Insurance Expense - Other 16,770.12

Total 63300 · Insurance Expense 29,834.56

63400 · Interest Expense 19,905.79

64100 · Leased Equipment 136,677.49

64200 · License, Permit, Fee 390.50

64300 · Meals and Entertainment 793.62

64600 · Onboarding 703.71

64800 · Uniforms 1,080.40

64900 · Office Supplies 1,914.14

10:07 AM Worth Steel Fabrication

04/16/24 Profit & Loss

Accrual Basis January through March 2024

Page 1

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Jan - Mar 24

66000 · Payroll Expenses

66100 · Salary and Wages 215,187.68

66200 · Payroll Taxes 11,815.20

66300 · Payroll Expense 1,135.78

Total 66000 · Payroll Expenses 228,138.66

66500 · Portable Toilets 754.51

66700 · Professional Fees 19,094.50

67100 · Rent Expense 44,542.66

67200 · Repairs and Maintenance 15,650.88

67400 · Safety Health & Compliance 182.61

67450 · Shipping & Postage 75.20

67500 · Shop Supplies 11,051.65

68100 · Tax

68130 · Sales Tax 17,352.92

Total 68100 · Tax 17,352.92

68200 · Telephone Expense 329.83

68400 · Travel Expense 215.37

68500 · Truck Repair & Maintenance 854.26

68600 · Utilities

68610 · Electricity 8,956.02

68680 · Waste 1,785.34

68690 · Water 205.33

Total 68600 · Utilities 10,946.69

Total Expense 552,054.72

Net Ordinary Income -1,074,124.84

Other Income/Expense

Other Expense

Bad Debt 237,905.96

Total Other Expense 237,905.96

Net Other Income -237,905.96

Net Income -1,312,030.80

10:07 AM Worth Steel Fabrication

04/16/24 Profit & Loss

Accrual Basis January through March 2024

Page 2

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Document Page 31 of 32
Jan - Mar 24

OPERATING ACTIVITIES

Net Income -1,312,030.80

Adjustments to reconcile Net Income

to net cash provided by operations:

11000 · Accounts Receivable 682,136.39

Prepaid Insurance -343.00

20000 · Accounts Payable 361,101.00

Due to Bratjen -100,000.00

Due to EFL 304,926.70

Due to Skyward Forge 108,770.14

25500 · *Sales Tax Payable 14,913.97

Net cash provided by Operating Activities 59,474.40

INVESTING ACTIVITIES

Operating Software -21,742.62

16700 · FMB Olimpus 3HP Saw -45,095.00

Net cash provided by Investing Activities -66,837.62

FINANCING ACTIVITIES

NP - Trinity Bank Equip LOC 54,900.00

Net cash provided by Financing Activities 54,900.00

Net cash increase for period 47,536.78

Cash at beginning of period -127,026.95

Cash at end of period -79,490.17

10:08 AM Worth Steel Fabrication

04/16/24 Statement of Cash Flows

January through March 2024

Page 1

Case 24-41329-elm11 Doc 1 Filed 04/16/24 Entered 04/16/24 14:23:53 Desc Main

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