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8-K - FORM 8-K - Motors Liquidation Comm08-2010_8k.htm
EXHIBIT 99.1

 
UNITED STATES BANKRUPTCY COURT
 
SOUTHERN DISTRICT OF NEW YORK
 
 
X
 
In re
:
Chapter 11 Case No.
 
:
 
 
:
 
MOTORS LIQUIDATION COMPANY, et al.,
f/k/a General Motors Corp., et al.
:
:
09-50026 (REG)
 
:
 
Debtors.
:
(Jointly Administered)
 
:
 
 
X
 


MONTHLY OPERATING REPORT FOR THE MONTH
ENDED  JULY 31, 2010



DEBTORS’ ADDRESS:                  500 Renaissance Drive, Suite 1400, Detroit, MI 48243


I declare under penalty of perjury (28 U.S.C Section 1746) that the report and the attached documents are true and accurate to the best of my knowledge and belief.



 
 /s/ James Selzer
 
 
James Selzer
 
 
Vice President and Treasurer
 

DATE: August 18, 2010
 
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 1 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
LISTING OF DEBTORS
 
 
Debtor Name:
 
Case Number:
     
Motors Liquidation Company
 
09-50026
MLCS, LLC
 
09-50027
MLCS Distribution Corporation
 
09-50028
MLC of Harlem, Inc.
 
09-13558
Remediation and Liability Management Company, Inc.
 
09-50029
Environmental Corporate Remediation Company, Inc.
 
09-50030
 
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 2 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
INDEX TO CONDENSED COMBINED FINANCIAL STATEMENTS AND SCHEDULES
 
 
         
Page
           
Financial Statements:
     
           
 
Condensed Combined Debtors-In-Possession Statements of Operations
 
4
   
for the month ended July 31, 2010 and the filing to date
   
   
period ended July 31, 2010
   
 
Condensed Combined Debtors-In-Possession Statement of Net Assets
 
5
   
as of July 31, 2010
   
 
Condensed Combined Debtors-In-Possession Statements of Cash Flows
 
6
   
for the month ended July 31, 2010 and the filing to date
   
   
period ended July 31, 2010
   
           
Notes to Monthly Operating Report:
   
           
 
Note 1
Reorganization Proceedings
 
7
 
Note 2
Basis of Presentation
 
9
 
Note 3
DIP Facility
 
11
 
Note 4
Liabilities Subject to Compromise
 
12
 
Note 5
Reorganization Items
 
14
 
Note 6
Post-petition Accounts Payable
 
14
           
Schedules:
         
           
 
Schedule 1
Summary of Monthly Disbursements
   
     
for the month ended July 31, 2010
 
15
 
Schedule 2
Payments to Insiders
 
16
 
Schedule 3
Professional Fees Paid
 
17
 
Schedule 4
Retainers Paid to Professionals
 
18
 
Schedule 5
Status of Post-Petition Taxes Paid
 
19
 
Schedule 6
Debtor Questionnaire
 
20
           
 
Condensed Combining Debtors-In-Possession Statement of Operations
 
21
   
for the month ended July 31, 2010
   
 
Condensed Combining Debtors-In-Possession Statement of Operations
 
22
   
for the filing to date period ended July 31, 2010
   
 
Condensed Combining Debtor-In-Possession Statement of Net Assets
 
23
   
as of July 31, 2010
   
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 3 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENTS OF OPERATIONS
(Unaudited in thousands of U.S. Dollars)
 
 
         
           
           
 
  Month Ended
July 31, 2010
  Filing to Date
           
Rental and other income
$
1,068
 
                  23,249
           
Selling, administrative and other expenses
 
                      7,681
   
                  150,253
           
Operating loss
 
                   (6,613)
   
               (127,004)
           
Interest expense
 
                      5,293
   
                    64,512
Interest income
 
                        (360)
   
                     (4,232)
           
Loss before reorganization items and income taxes
 
                 (11,546)
   
               (187,284)
           
Reorganization items (gain) / loss
 
                      4,188
   
              (1,332,463)
           
Income (loss) before income taxes
 
                 (15,734)
   
             1,145,179
           
Income taxes
 
                             2
   
                             7
           
Net income (loss)
$
(15,736)
 
 1,145,172
           
           
See accompanying notes to condensed combined financial statements
   
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 4 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENT OF NET ASSETS
(Unaudited in thousands of U.S. Dollars)
 
       
   
July 31, 2010
 
Assets:
     
       
Cash and cash equivalents
  $ 976,565  
Due from affiliates
    10  
Prepaid expenses
    3,372  
Other current assets
    21,272  
         
Total current assets
    1,001,219  
         
Property, plant and equipment
       
Land and building
    62,419  
Machinery and equipment
    46,584  
         
Total property, plant and equipment
    109,003  
         
Investment in GMC
    -  
Restricted cash
    89,600  
Other assets
    224  
         
Total assets
  $ 1,200,046  
         
Liabilities:
       
         
Debtor-in-possession financing
  $ 1,229,268  
Accounts payable
    12,383  
Due to GM LLC
    193  
Due to affiliates
    1,114  
Accrued sales, use and other taxes
    1,863  
Accrued professional fees
    39,894  
Other accrued liabilities
    11,790  
         
Total current liabilities
    1,296,505  
         
Liabilities subject to compromise
    32,216,370  
         
Total liabilities
    33,512,875  
         
         
Net assets (liabilities)
  $ (32,312,829 )
 
See accompanying notes to condensed combined financial statements
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 5 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENTS OF CASH FLOWS
(Unaudited in thousands of U.S. Dollars)
 
 
 
   
Month Ended July 31, 2010
   
Filing to Date
 
             
Cash flows from operating activities:
           
             
Net income (loss)
  $ (15,736 )   $ 1,145,172  
Adjustments to reconcile net income (loss) to net cash
               
provided by (used in) operating activities:
               
                 
Non cash interest expense
    5,293       64,512  
Reorganization items (gain) / loss
    4,188       (1,332,463 )
Reorganization related payments
    (4,749 )     (123,688 )
                 
Changes in assets and liabilities that provided (used) cash:
               
                 
Due from affiliates
    (4 )     1,418  
Prepaid expenses
    (441 )     (3,372 )
Due to GM LLC
    (866 )     (1,217 )
Other receivables
    51       -  
Other current assets
    -       300  
Other assets
    -       (224 )
Accounts payable
    2,016       12,305  
Accrued payroll and employee benefits
    -       (163 )
Accrued sales, use and other taxes
    (611 )     1,863  
Other accrued liabilities
    42       1,984  
                 
Net cash used in operating activities
    (10,817 )     (233,573 )
                 
Cash flows from investing activities:
               
                 
Proceeds from disposal of assets
    20,393       27,639  
Proceeds from sale and dissolution of subsidiaries
    -       19,183  
Changes in restricted cash
    -       (7,300 )
                 
Net cash provided by investing activities
    20,393       39,522  
                 
Decrease in cash and cash equivalents
    9,576       (194,051 )
Cash and cash equivalents at beginning of period
    966,989       1,170,616  
                 
Cash and cash equivalents at end of period
  $ 976,565     $ 976,565  
                 
                 
See accompanying notes to condensed combined financial statements
         
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 6 of 23
 
 

 

Note 1 – Reorganization Proceedings
 
On June 1, 2009 (the “Commencement Date”), Motors Liquidation Company (f/k/a General Motors Corporation) (“MLC”) and three of its affiliates, MLCS, LLC (f/k/a Saturn, LLC) (“MLCS”), MLCS Distribution Corporation (f/k/a Saturn Distribution Corporation) (“MLCS Distribution”), and MLC of Harlem, Inc. (f/k/a Chevrolet-Saturn of Harlem Inc.) (“MLC Harlem” and collectively with MLC, MLCS, and MLCS Distribution, the “First Filed Debtors”) commenced cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
 
On October 9, 2009, two additional debtors, Remediation and Liability Management Company, Inc. (“REALM”) and Environmental Corporate Remediation Company, Inc. (“ENCORE”) (together, the “Second Filed Debtors”, and collectively with the First Filed Debtors, the "Debtors")  commenced cases jointly administered with the cases of the First Filed Debtors.  The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.  The Debtors’ chapter 11 cases are being jointly administered for procedural purposes only under case number 09-50026 (REG) pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure.  As described below in more detail, on July 10, 2009, each of the First Filed Debtors sold substantially all of its assets (the “GM Asset Sale”) to a company now known as General Motors, LLC (“New GM”), an entity formed by the United States Treasury, which is now an indirect, wholly-owned subsidiary of an entity now known as General Motors Company.
 
A description of each of the Debtors is set forth below:
 
·  
Motors Liquidation Company – MLC, a Delaware corporation, historically was the primary operating company of the Debtors, although certain operations were conducted through direct and indirect subsidiaries.  As such, MLC now owns most of the assets, liabilities and contracts that were retained by the Debtors following the GM Asset Sale.
 
·  
MLCS, LLC – MLCS, a Delaware limited liability company and a direct subsidiary of MLC, was formed in 1985 to develop, manufacture, and market a line of passenger cars under the “Saturn” brand.
 
·  
MLCS Distribution Corporation – MLCS Distribution, a Delaware corporation and a direct subsidiary of MLCS, was formed in 1987 to distribute automobiles produced by MLCS and was the primary contracting entity with the Saturn retailer network.
 
·  
MLC of Harlem, Inc. – MLC Harlem, a Delaware corporation and a direct subsidiary of MLC, was formed in 2004 to operate an automobile dealership in New York, New York.
 
·  
Remediation and Liability Management Company, Inc. – REALM, a Michigan corporation and a direct subsidiary of MLC, was formed in 1984 to manage environmental remediation liabilities, including assessing, investigating, and discharging environmental liabilities associated with domestic and international properties affiliated with MLC.
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 7 of 23
 
 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
NOTES TO MONTHLY OPERATING REPORT
 
 
·  
Environmental Corporate Remediation Company, Inc. – ENCORE, a Delaware corporation and a direct subsidiary of MLC, was formed in 1989 to manage environmental remediation liabilities, including assessing, investigating, and discharging environmental liabilities associated with domestic and international properties affiliated with MLC.
 
On July 10, 2009 (the “Closing Date”), each of the First Filed Debtors consummated a sale of substantially all of its assets (the GM Asset Sale) to New GM pursuant to (i) that certain Amended and Restated Master Sale and Purchase Agreement (the “MSPA”), dated June 26, 2009, as amended, among the First Filed Debtors and New GM and (ii) an order of the Bankruptcy Court, dated July 5, 2009 (Docket Number 2968) (the “Sale Order”).
 
The purchase price paid by New GM for the First Filed Debtors’ assets equaled the sum of (i) a credit bid of certain amounts outstanding under MLC’s prepetition credit agreement with the U.S. Treasury and MLC’s debtor-in-possession financing facility (the “DIP Facility”), (ii) the U.S. Treasury’s return of warrants previously issued to the U.S. Treasury by MLC, (iii) the issuance by New GM to MLC of (a) 50,000,000 shares (10%) of New GM’s common stock and (b) warrants to acquire newly issued shares of New GM common stock initially exercisable for a total of 90,909,090 shares of New GM’s common stock (15% of New GM’s common stock on a fully diluted basis) on the respective terms specified therein, and (iv) the assumption by New GM or its designated subsidiaries of certain specified liabilities of the First Filed Debtors.  The MSPA also provides that in the event that the estimated aggregate general unsecured claims against the Debtors, as determined by the Bankruptcy Court upon the request of MLC, exceeds $35 billion, New GM is required to issue, as an adjustment to the purchase price, up to approximately an additional 2% of its common stock (the “Adjustment Shares” and collectively with the New GM common stock and warrants (and any securities received in respect thereof) set forth in (iii), the “New GM Equity Interests”) to MLC, based on the extent to which such claims exceed $35 billion, with the full amount of the Adjustment Shares being payable if such excess amount is greater than or equal to $7 billion.
 
On October 19, 2009, New GM completed a holding company reorganization pursuant to which all of the outstanding shares of common stock and preferred stock of New GM were exchanged on a one-for-one basis for shares of common stock and preferred stock of a newly organized Delaware corporation (“New GM HoldCo”) that now bears the name General Motors Company.  As such, the New GM Equity Interests now represent equity interests in New GM HoldCo. 
 
The value of the New GM Equity Interests is undetermined as of the date of this Monthly Operating Report.
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 8 of 23
 
 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
NOTES TO MONTHLY OPERATING REPORT

 
Note 2 – Basis of Presentation
 
General
 
This Monthly Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Debtors’ chapter 11 cases and is in a format acceptable to the Office of the United States Trustee for the Southern District of New York.  The financial information contained herein is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items.
 
The condensed combined statements of operations presented in this Monthly Operating Report are for the month ended July 31, 2010 and the filing to date period ended July 31, 2010.  The condensed combined statement of net assets is presented as of July 31, 2010.  The condensed combined statements of cash flows presented are for the month ended July 31, 2010 and the filing to date period ended July 31, 2010.
 
These condensed combined financial statements included herein include normal recurring adjustments, but not all of the adjustments that would typically be made for quarterly and annual financial statements prepared in accordance with GAAP.  In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
 
Furthermore, the monthly information presented herein, has not been subjected to the same level of accounting review and testing that MLC historically applied in the preparation of its quarterly and annual financial information in accordance with GAAP.  Accordingly, the financial information herein is subject to change and any such change could be material.  The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or the full year and may not reflect MLC’s results of operation, net assets and cash flows in the future.
 
Accounting Requirements
 
The condensed combined financial statements herein have been prepared in accordance with the guidance in American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7), which is applicable to companies operating under Chapter 11.  SOP 90-7 generally does not change the manner in which financial statements are prepared.  However, it does require that the financial statements for periods subsequent to the filing of the chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 9 of 23
 
 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
NOTES TO MONTHLY OPERATING REPORT
Basis of Accounting
 
The accompanying Monthly Operating Report has been prepared using the liquidation basis of accounting.  Assets are presented at estimated net realizable amounts based on the Debtors’ plans for liquidation.  Liabilities subject to compromise are presented at amounts expected to be allowed as claims and other liabilities are presented at amounts expected to be paid in settlement of the respective obligations.
 
Cash and Cash Equivalents
 
Cash and cash equivalents consist of U.S. Treasury Securities with original maturity dates of up to two years, with scheduled maturities corresponding to expected future cash requirements.
 
Property, Plant and Equipment
 
Property, plant and equipment are held for sale or disposal.  The estimated realizable values of property, plant and equipment are evaluated and adjusted based on the Debtors’ plans for disposition and available information regarding recoverable amounts.  Changes in estimated realizable values are recognized as reorganization items in the period they are identified.
 
Investments in Subsidiaries
 
The Debtors’ interests in subsidiaries, including controlled non-Debtor subsidiaries, are presented at estimated realizable values in liquidation.
 
Reorganization Items
 
The Monthly Operating Report presents expenses, gains and losses directly associated with the reorganization as reorganization items.  The amounts presented include professional fees associated with the reorganization, Office of the U.S. Trustee quarterly fees, realized gains and losses from dispositions of assets, changes in the estimated net realizable values of assets and amounts expected to be allowed as claims.
 
Income Taxes
 
The Debtors expect that no income tax obligations will be incurred as a result of reorganization operations, disposal of assets or settlement of liabilities.  As a result, the Monthly Operating Report does not include current or deferred income taxes.
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 10 of 23
 
 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
NOTES TO MONTHLY OPERATING REPORT

Note 3 – DIP Facility
 
In connection with the closing of the GM Asset Sale, on July 10, 2009, the First Filed Debtors entered into an amended and restated DIP Facility (as restructured, amended and restated, the “Wind Down Facility”) with the U.S. Treasury and Export Development of Canada (collectively, the “DIP Lenders”).  The Wind Down Facility, which was approved by an order of the Bankruptcy Court, dated July 5, 2009 (Docket Number 2969), provides for loans in a principal amount of $1,175,000,000 (with interest paid in kind), all of which was drawn by the Debtors the day before the Closing Date.  The Wind Down Facility is non-recourse to the Debtors, and the obligations thereunder are secured by substantially all assets of the Debtors’ assets (other than the New GM Equity Interests and certain other assets that were excluded from the assets constituting collateral).  The Debtors currently expect that (i) the Wind Down Facility and the proceeds they recover from their remaining assets will be sufficient to pay the administrative expenses of winding down their estates and administering a chapter 11 plan and (ii) the proceeds of such asset sales will not be sufficient to pay down the Wind Down Facility in full.  Given the non-recourse nature of the Wind Down Facility, these two points together mean that it is expected that the only assets that will be available for distribution (not including the DIP Lenders) are the New GM Equity Interests and it is currently anticipated that all of the New GM Equity Interests will be available for distribution (not including the DIP Lenders).  However, if the Wind Down Facility and the proceeds of the asset sales are insufficient to pay the administrative expenses of winding down the Debtors’ estates and administering a chapter 11 plan, the Debtors will have to use the New GM Equity Interests to pay such expenses.
 
Interest expense accrues quarterly and is paid in kind on the first business day of September, December, March and June.  Approximately $15,509,000 of interest was paid in kind on June 1, 2010.  Accrued interest payable is included in other accrued liabilities on the statement of net assets.
 
Total debtor in possession financing and accrued interest payable outstanding at July 31, 2010 were approximately $1,229,268,000 and $10,244,000, respectively.
 
 
 
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 11 of 23
 
 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
NOTES TO MONTHLY OPERATING REPORT

 
 
Note 4 - Liabilities Subject to Compromise
 
As a result of the chapter 11 filings, the Debtors’ pre-petition indebtedness is subject to compromise or other treatment under a chapter 11 plan.  SOP 90-7 requires that pre-petition liabilities subject to compromise be reported at the amounts expected to be treated as allowed claims receiving distributions under a confirmed chapter 11 plan, even if they may be settled for lesser amounts.  The amounts currently classified as liabilities subject to compromise (the “LSTC Amounts”) represent the Debtors’ estimate of known or potential pre-petition claims to be addressed in connection with these chapter 11 cases based upon the Debtors’ books and records, the Debtors’ pre-petition reserves for liabilities, and the ongoing claims resolution process described below.
 
The Court established November 30, 2009 as the deadline to file proofs of claim against the First Filed Debtors and February 1, 2009 as the deadline to file proofs of claim against the Second Filed Debtors (together, the “Bar Dates”).  Over 68,000 proofs of claim were filed by the Bar Dates (the “Filed Proofs of Claim”), of which over 30,000 are litigation related.  The aggregate amount of all Filed Proofs of Claims, as of the Bar Date, exceeded $217 billion (the “Filed Amounts”); moreover, a large number of the Filed Proofs of Claim are unliquidated.  The Filed Proofs of Claim include, among other claims, unsecured bond debt claims, environmental remediation cost claims, personal injury claims, wrongful death claims, tort claims, product liability claims, contract dispute claims, indemnity claims, warranty claims, class action claims, and claims for damages resulting from the rejection of executory contracts and unexpired leases.
 
The Debtors are actively evaluating the merits of the Filed Proofs of Claim to determine their validity and proper amount.  Only to the extent the Filed Proofs of Claim are ultimately “allowed,” either by agreement with the Debtors or by order of the Bankruptcy Court, will the holders of such claims be entitled to distribution under a chapter 11 plan.  To that end, the Debtors continue to engage in settlement discussions with various claimants seeking to reach agreement as to the allowed claim amounts.  The Debtors have also filed individual and omnibus objections to hundreds of Filed Proofs of Claims, resulting in the disallowance and expungement of billions of dollars of Filed Proofs of Claim.  The Debtors expect to file additional objections to Filed Proofs of Claim as well.  Moreover, to facilitate the efficient resolution of the Filed Proofs of Claim and to distribute meaningful value to the Debtors’ creditors in an acceptable timeframe, upon the Debtors’ request, the Bankruptcy Court approved alternative dispute resolution procedures (the “ADR Procedures”) to resolve the Filed Proofs of Claim.  Though some progress has been made through these efforts, the Debtors have a substantial amount of Filed Proofs of Claim left to resolve and, therefore, cannot determine the final amount of the Filed Proofs of Claim that will ultimately be allowed claims receiving distributions under a confirmed chapter 11 plan.  Furthermore, based on the Debtors’ current assessment of the validity of the Filed Proofs of Claim, the LSTC Amounts in many cases are lower than the Filed Amounts.
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 12 of 23
 
 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
NOTES TO MONTHLY OPERATING REPORT
 
 
 
The LSTC Amounts shown are the Debtors’ pre-petition reserves for liabilities, or where more current information exists and the amount can be estimated in accordance with SOP 90-7, those amounts have been included as the LSTC Amounts.  LSTC Amounts relating to litigation and product liability include pre-petition asbestos liabilities and are based upon pre-petition reserves.  As such, the amounts shown do not necessarily include amounts for claims that continue to be subject to review, estimation and reconciliation, particularly claims relating to litigation and product liability and environmental reserves, and therefore, the LSTC Amounts are likely to increase and should not be relied upon as a precise estimate of claims that will ultimately be allowed.
 
On November 12, 2009, the Bankruptcy Court approved a settlement agreement with certain labor unions and New GM.  The following labor unions accepted the settlement (“Participating Splinter Unions”):
 
·  
IUE-CWA
 
·  
USW
 
·  
International Brotherhood of Electrical Workers
 
·  
Michigan Regional Council of Carpenters, Local 687 and Interior Systems, Local 1045
 
·  
International Brotherhood of Painters & Allied Trades of the U.S. and Canada, Sign & Display Union Local 59
 
·  
International Union of Operating Engineers
 
·  
United Catering Restaurant Bar & Hotel Workers
 
On June 22, 2010 and June 28, 2010, the International Brotherhood of Teamsters (”IBT”) and the International Association of Machinists and Aerospace Workers (“IAMAW”), respectively, accepted the settlement subject to Bankruptcy Court approval.  On July 14, 2010, the Debtors filed a motion with the Bankruptcy Court seeking approval of the addition of the IAMAW and the IBT as Participating Splinter Unions.  As of July 31, 2010, the Bankruptcy Court had not yet entered an order approving the addition of the IAMAW and the IBT as Participating Splinter Unions.  As of July 31, 2010, the International Brotherhood of Boilermakers has not accepted the settlement (the "Non-Participating Splinter Union").  Under the terms of the settlement, MLC has agreed to fund up to $100 million of administrative expenses for costs incurred for health benefit claims incurred on and after July 10, 2009 through December 31, 2009. All excess costs and costs incurred after December 31, 2009, shall be the responsibility of New GM whether or not those excess costs relate to Participating Splinter Unions or the Non‐Participating Splinter Union.
 
The settlement also grants the Participating Splinter Unions an allowed pre-petition unsecured claim in the amount of $1.0 billion to fully settle, satisfy and discharge all claims against MLC and its affiliates and former and present officers and directors.  As a result of the settlement, liabilities subject to compromise relating to union obligations were reduced by $2.5 billion and a corresponding gain on claim settlement was recorded to reorganization items (See Note 5) in the condensed statements of operations.
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 13 of 23
 
 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
NOTES TO MONTHLY OPERATING REPORT
 
 
The “unsecured bond debt,” as described in the table below, includes an approximate $1.0 billion liability relating to MLC’s guarantee of the 8.375% Notes due December 7, 2015 and the 8.875% Notes due July 10, 2023 (collectively, the “Nova Scotia Notes”) issued by MLC’s subsidiary, General Motors Nova Scotia Finance Company (“GM Nova Scotia”).  Any potential liabilities MLC may owe to GM Nova Scotia under Nova Scotia law as a result of an insolvency order in respect of GM Nova Scotia having been approved by the Nova Scotia Supreme Court on October 9, 2009, including potential liabilities related to GM Nova Scotia liabilities under (i) the Nova Scotia Notes or (ii) any transaction made pursuant to that certain ISDA Master Agreement dated as of October 15, 2001, as supplemented and modified by a Schedule, between GM Nova Scotia and MLC (which MLC assigned to New GM under the GM Asset Sale) are not included herein.
 
Liabilities subject to compromise consist of the following:
 
   
July 31, 2010
 
   
(amounts in millions of U.S. dollars)
 
       
Unsecured bond debt
  $ 28,356  
Accounts payable
    22  
Environmental reserves
    396  
Union obligations
    1,000  
Workers' compensation
    70  
Litigation and product liability
    1,637  
Other accrued liabilities
    736  
         
Liabilities subject to compromise
  $ 32,217  
 
 
Note 5 - Reorganization Items
 
SOP 90-7 requires that reorganization items, such as professional fees directly related to the process of reorganizing under Chapter 11 and provisions and adjustments to reflect the carrying value of certain pre-petition liabilities at their estimated allowable claim amounts, be reported separately.  The Debtors’ reorganization items for the month ended July 31, 2010 and the filing to date period ended July 31, 2010 relate to professional fees, Office of the U.S. Trustee quarterly fees, adjustments to liabilities subject to compromise (See Note 4) and adjustments to assets and liabilities in accordance with the MSPA.
 
Note 6 - Post-petition Accounts Payable
 
The Debtors believe that all undisputed post-petition accounts payable have been or are being paid under agreed payment terms and the Debtors intend to continue paying all undisputed post-petition obligations as they become due.
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 14 of 23
 
 

 
 

 
MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED
JULY 31, 2010
 
SUMMARY OF MONTHLY DISBURSEMENTS
(Unaudited in thousands of U.S. Dollars)
 
 
 

   
Month Ended
 
Legal Entity
 
July 31, 2010
 
       
Motors Liquidation Company (f/k/a General Motors Corporation)
  $ 12,269  
MLCS, LLC
    1  
MLCS Distribution Corporation
    1  
MLC of Harlem, Inc.
    -  
Remediation and Liability Management Company, Inc.
    1  
Environmental Corporate Remediation Company, Inc.
    31  
         
Total disbursements
  $ 12,303  
 

Note:  Payments made by Motors Liquidation Company on behalf of other Debtors are reflected in the disbursement totals for each respective Debtor.
 

 
United States Bankruptcy Court for the Southern District of New York
In re: Motors Liquidation Company, et al.
Case No.: 09-50026 (REG) (Jointly Administered)
 
 


Case No.: 09-50026 (REG)(Jointly Administered)

Page 15 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED
JULY 31, 2010
 
PAYMENTS TO INSIDERS
(Unaudited in thousands of U.S. Dollars)
 
           
           
       
Month Ended
 
Last Name
First Name
Type of Payment
 
July 31, 2010
 
           
Adair, Jr.
Wendell H.
BOD fees
  $ 6  
Case
Stephen H.
BOD fees
    6  
Holden
James P.
BOD fees
    6  
Jacobs
Alan M.
BOD fees and out-of-pocket expense reimbursement
    7  
Johnson
Alan C.
BOD fees
    6  
             
Total payments to insiders
    $ 31  
 
United States Bankruptcy Court for the Southern District of New York
       
In re: Motors Liquidation Company, et al.
       
Case No.: 09-50026 (REG) (Jointly Administered)
       
 
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 16 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED
JULY 31, 2010
 
SCHEDULE OF PROFESSIONAL FEES PAID
(Unaudited in thousands of U.S. Dollars)
 
       
       
       
   
Month Ended
 
Retained Professional
 
July 31, 2010
 
       
AP Services, LLC
  $ 3,485  
Garden City Group
    564  
FTI Consulting, Inc.
    404  
Caplin & Drysdale, Chartered
    127  
Butzel Long, PC
    100  
Bates White, LLC
    57  
Stutzman, Bromberg, Esserman & Plifka, P.C.
    12  
Analysis, Research & Planning Corporation
    12  
Dean M Trafelet
    5  
Jenner & Block LLP
    2  
         
Total professional fees paid
  $ 4,768  
 
 
 
 
United States Bankruptcy Court for the Southern District of New York
 
In re: Motors Liquidation Company, et al.
       
Case No.: 09-50026 (REG) (Jointly Administered)
       
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 17 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED
JULY 31, 2010
 
SCHEDULE OF RETAINERS PAID TO PROFESSIONALS
(Unaudited in thousands of U.S. Dollars)
 
 
 
Retained Professional
 
Balance as of
July 31, 2010
 
       
AP Services, LLC
  $ 16,571  
Weil, Gotshal & Manges LLP
    4,389  
Honigman Miller LLP
    312  
         
Total outstanding retainers paid to professionals
  $ 21,272  
 
United States Bankruptcy Court for the Southern District of New York
       
In re: Motors Liquidation Company, et al.
       
Case No.: 09-50026 (REG) (Jointly Administered)
       
 
 
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 18 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
 
STATUS OF POST-PETITION TAXES PAID
(Unaudited in thousands of U.S. Dollars)
 
 
 
 
   
Month Ended
 
   
July 31, 2010
 
State and Local
     
       
Sales and use
  $ 11  
Real and personal property
    1,101  
Other
    3  
         
Total State and Local Taxes
  $ 1,115  
         
Total post-petition taxes paid
  $ 1,115  
 
 
 
 
 
United States Bankruptcy Court for the Southern District of New York
 
In re: Motors Liquidation Company, et al.
       
Case No.: 09-50026 (REG) (Jointly Administered)
       
 
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 19 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED
JULY 31, 2010
 
DEBTOR QUESTIONNAIRE
 
 
Must be completed each month. If the answer to any of the questions is “ Yes ” , provide a detailed explanation of each item. Attach additional sheets if necessary.
Yes
No
 
1
Have any assets been sold or transferred outside the normal course of business this reporting period?
X    
2
Have any funds been disbursed from any account other than a debtor in possession account this reporting period?
 
X  
3
Is the Debtor delinquent in the timely filing of any post-petition tax returns?
 
X  
4
Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?
 
X  
5
Is the Debtor delinquent in paying any insurance premium payment?
  X  
6
Have any payments been made on pre-petition liabilities this reporting period?
X    
7
Are any post-petition receivables (accounts, notes or loans) due from related parties?
X    
8
Are any post-petition payroll taxes past due?
  X  
9
Are any post-petition State or Federal income taxes past due?
  X  
10
Are any post-petition real estate taxes past due?
  X  
11
Are any other post-petition taxes past due?
  X  
12
Have any pre-petition taxes been paid during this reporting period?
  X  
13
Are any amounts owed to post-petition creditors delinquent?
  X  
14
Are any wage payments past due?
  X  
15
Have any post-petition loans been received by the Debtor from any party?
  X  
16
Is the Debtor delinquent in paying any U.S. Trustee fees?
  X  
17
Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?
 
X  
 
Notes:
 
[1] - On June 29, 2010 the Bankruptcy Court entered an order approving the sale by MLC of a motor vehicle assembly plant located at 801 Boxwood Road, Wilmington, Delaware (the “Wilmington Assembly”) to Fisker Automotive, Inc. for approximately $20 million of net proceeds (the “Wilmington Sale”). On July 19, 2010 the Wilmington Sale closed. In addition, certain de minimis assets have been sold outside the ordinary course of business during this reporting period pursuant to the Order Pursuant to 11 U.S.C. §§ 105 and 363 (A) Establishing Procedures for the Disposition of De Minimis Assets, and (B) Authorizing the Debtors to (i) Pay Related Fees, and (ii) Assume, Assume and Assign, or Reject Related Executory Contracts or Unexpired Leases, dated August 18, 2009 [Docket No. 3830] (the “De Minimis Asset Sale Order”). Pursuant to the De Minimis Asset Sale Order, the Debtors are required to file quarterly reports listing certain assets sold thereunder. On July 30, 2010, MLC filed a quarterly report covering the p
 
                       
     
[6] - As part of the Wilmington Assembly sale, the Debtors paid closing costs which included approximately $67,000 of sewer related charges covering the period April 1, 2009 through June 30, 2009. A portion of the charges relate to pre-petition periods. Under the terms of the MSPA, New GM is responsible to reimburse MLC for the full $67,000.
 
                       
     
[7] - Post-petition receivables due from affiliates (debtors and non-debtors) were the result from ordinary course of business transactions. Receivables with Debtor entities have been eliminated in the Condensed Combined Debtors-in-Possession Statement of Net Assets.
 
                       
     
[15] - The Debtors entered into the Wind Down Facility with the DIP Lenders in connection with the closing of the GM Asset Sale. All loan proceeds were received on July 10, 2009.
 
                       
                       
 
United States Bankruptcy Court for the Southern District of New York
               
In re: Motors Liquidation Company, et al.
               
Case No.: 09-50026 (REG) (Jointly Administered)
               
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 20 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
CONDENSED COMBINING DEBTORS-IN-POSSESSION STATEMENT OF OPERATIONS
FOR THE MONTH ENDED JULY 31, 2010
(Unaudited in thousands of U.S. Dollars)
   
   
 
Case Number:
   09-50026      09-50027      09-50028      09-13558      09-50029      09-50030              
                                                 
   
Motors Liquidation Company
   
MLCS, LLC
   
MLCS Distribution Corporation
   
MLC of Harlem, Inc.
   
Remediation and Liability Management Company, Inc.
   
Environmental Corporate Remediation Company, Inc.
   
Eliminations
   
Combined Debtors
 
                                                             
Rental and other income
  $ 1,068     $ -     $ -     $ -     $ -     $ -     $ -     $ 1,068  
                                                                 
Selling, administrative and other expenses
    7,683       -       -       -       (2 )     -       -       7,681  
                                                                 
Operating income / (loss)
    (6,615 )     -       -       -       2       -       -       (6,613 )
                                                                 
Interest expense
    5,293       -       -       -       -       -       -       5,293  
Interest income
    (360 )     -       -       -       -       -       -       (360 )
                                                                 
Loss before reorganization items and income taxes
    (11,548 )     -       -       -       2       -       -       (11,546 )
                                                                 
Reorganization items (gain) / loss
    4,188       -       -       -       -       -       -       4,188  
                                                                 
Income (loss) before income taxes
    (15,736 )     -       -       -       2       -       -       (15,734 )
                                                                 
Income taxes
    -       1       1       -       -       -       -       2  
                                                                 
Net income (loss)
    (15,736 )   $ (1 )   $ (1 )   $ -     $ 2     $ -     $ -     $ (15,736 )
 
 
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 21 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
CONDENSED COMBINING DEBTORS-IN-POSSESSION STATEMENT OF OPERATIONS
FOR THE FILING TO DATE PERIOD ENDED JULY 31, 2010
(Unaudited in thousands of U.S. Dollars)
 
 
 
Case Number:
    09-50026       09-50027       09-50028       09-13558       09-50029       09-50030              
                                                             
   
Motors Liquidation Company
   
MLCS, LLC
   
MLCS Distribution Corporation
   
MLC of Harlem, Inc.
   
Remediation and Liability Management Company, Inc.
   
Environmental Corporate Remediation Company, Inc.
   
Eliminations
   
Combined Debtors
 
                                                             
Rental and other income
  $ 23,249     $ -     $ -     $ -     $ -     $ -     $ -     $ 23,249  
                                                                 
Selling, administrative and other expenses
    141,446       3       4       -       4,905       3,895       -       150,253  
                                                                 
Operating loss
    (118,197 )     (3 )     (4 )     -       (4,905 )     (3,895 )     -       (127,004 )
                                                                 
Interest expense
    64,512       -       -       -       -       -       -       64,512  
Interest income
    (4,232 )     -       -       -       -       -       -       (4,232 )
                                                                 
Loss before reorganization items and income taxes
    (178,477 )     (3 )     (4 )     -       (4,905 )     (3,895 )     -       (187,284 )
                                                                 
Reorganization items (gain) / loss
    (1,350,105 )     35       10       10       13,549       4,038       -       (1,332,463 )
                                                                 
Income (loss) before income taxes
    1,171,628       (38 )     (14 )     (10 )     (18,454 )     (7,933 )     -       1,145,179  
                                                                 
Income taxes
    2       2       2       -       1       -       -       7  
                                                                 
Net income (loss)
  $ 1,171,626     $ (40 )   $ (16 )   $ (10 )   $ (18,455 )   $ (7,933 )   $ -     $ 1,145,172  
 
 
 
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 22 of 23
 
 

 

MOTORS LIQUIDATION COMPANY, ET AL.
MONTHLY OPERATING REPORT FOR THE MONTH ENDED JULY 31, 2010
CONDENSED COMBINING DEBTORS-IN-POSSESSION STATEMENT OF NET ASSETS
AS OF JULY 31, 2010
(Unaudited in thousands of U.S. Dollars)
 
 
 
      09-50026       09-50027       09-50028       09-13558       09-50029       09-50030              
                                                             
   
Motors Liquidation Company
   
MLCS, LLC
   
MLCS Distribution Corporation
   
MLC of Harlem, Inc.
   
Remediation and Liability Management Company, Inc.
   
Environmental Corporate Remediation Company, Inc.
   
Eliminations
   
Combined Debtors
 
                                                             
Assets:
                                                           
                                                             
Cash and cash equivalents
  $ 976,565     $ -     $ -     $ -     $ -     $ -     $ -     $ 976,565  
Due from affiliates
    6,265       -       -       -       -       -       (6,255 )     10  
Prepaid expenses
    3,372       -       -       -       -       -       -       3,372  
Other current assets
    21,272       -       -       -       -       -       -       21,272  
                                                                 
Total current assets
    1,007,474       -       -       -       -       -       (6,255 )     1,001,219  
                                                                 
Property, plant and equipment
                                                               
Land and building
    62,244       -       -       -       175       -       -       62,419  
Machinery and equipment
    46,584       -       -       -       -       -       -       46,584  
                                                                 
Total property, plant and equipment
    108,828       -       -       -       175       -       -       109,003  
                                                                 
Investment in GMC
    -       -       -       -       -       -       -       -  
Restricted cash
    89,600       -       -       -       -       -       -       89,600  
Other assets
    224       -       -       -       -       -       -       224  
                                                                 
Total assets
  $ 1,206,126     $ -     $ -     $ -     $ 175     $ -     $ (6,255 )   $ 1,200,046  
                                                                 
Liabilities:
                                                               
                                                                 
Debtor-in-possession financing
  $ 1,229,268     $ -     $ -     $ -     $ -     $ -     $ -     $ 1,229,268  
Accounts payable
    9,420       -       -       -       1,704       1,259       -       12,383  
Due to GM LLC
    193       -       -       -       -       -       -       193  
Due to affiliates
    1,114       10       11       5       2,635       494       (3,155 )     1,114  
Accrued sales, use and other taxes
    1,863       -       -       -       -       -       -       1,863  
Accrued professional fees
    39,894       -       -       -       -       -       -       39,894  
Other accrued liabilities
    11,790       -       -       -       -       -       -       11,790  
                                                                 
Total current liabilities
    1,293,542       10       11       5       4,339       1,753       (3,155 )     1,296,505  
                                                                 
Liabilities subject to compromise
    32,179,603       -       -       -       32,637       7,230       (3,100 )     32,216,370  
                                                                 
Total liabilities
    33,473,145       10       11       5       36,976       8,983       (6,255 )     33,512,875  
                                                                 
Net assets (liabilities)
  $ (32,267,019 )   $ (10 )   $ (11 )   $ (5 )   $ (36,801 )   $ (8,983 )   $ -     $ (32,312,829 )
 
 

Case No.: 09-50026 (REG)(Jointly Administered)

Page 23 of 23