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8-K - FORM 8-K - Motors Liquidation Co | mm08-2010_8k.htm |
EXHIBIT
99.1
UNITED
STATES BANKRUPTCY COURT
SOUTHERN
DISTRICT OF NEW YORK
X
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||
In
re
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:
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Chapter
11 Case No.
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:
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||
:
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||
MOTORS
LIQUIDATION COMPANY, et
al.,
f/k/a
General Motors Corp., et
al.
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:
:
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09-50026
(REG)
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:
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||
Debtors.
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:
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(Jointly
Administered)
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:
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||
X
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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
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||
James
Selzer
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||
Vice
President and Treasurer
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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
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Debtor Name:
|
Case Number:
|
|
Motors
Liquidation Company
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09-50026
|
|
MLCS,
LLC
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09-50027
|
|
MLCS
Distribution Corporation
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09-50028
|
|
MLC
of Harlem, Inc.
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09-13558
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|
Remediation
and Liability Management Company, Inc.
|
09-50029
|
|
Environmental
Corporate Remediation Company, Inc.
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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
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Page
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|||||
Financial
Statements:
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|||||
Condensed
Combined Debtors-In-Possession Statements of Operations
|
4
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||||
for
the month ended July 31, 2010 and the filing to date
|
|||||
period
ended July 31, 2010
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|||||
Condensed
Combined Debtors-In-Possession Statement of Net Assets
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5
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||||
as
of July 31, 2010
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|||||
Condensed
Combined Debtors-In-Possession Statements of Cash Flows
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6
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||||
for
the month ended July 31, 2010 and the filing to date
|
|||||
period
ended July 31, 2010
|
|||||
Notes
to Monthly Operating Report:
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|||||
Note
1
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Reorganization
Proceedings
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7
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|||
Note
2
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Basis
of Presentation
|
9
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|||
Note
3
|
DIP
Facility
|
11
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|||
Note
4
|
Liabilities
Subject to Compromise
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12
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|||
Note
5
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Reorganization
Items
|
14
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|||
Note
6
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Post-petition
Accounts Payable
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14
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|||
Schedules:
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|||||
Schedule
1
|
Summary
of Monthly Disbursements
|
||||
for
the month ended July 31, 2010
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15
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||||
Schedule
2
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Payments
to Insiders
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16
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|||
Schedule
3
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Professional
Fees Paid
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17
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|||
Schedule
4
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Retainers
Paid to Professionals
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18
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|||
Schedule
5
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Status
of Post-Petition Taxes Paid
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19
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|||
Schedule
6
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Debtor
Questionnaire
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20
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|||
Condensed
Combining Debtors-In-Possession Statement of Operations
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21
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||||
for
the month ended July 31, 2010
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|||||
Condensed
Combining Debtors-In-Possession Statement of Operations
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22
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||||
for
the filing to date period ended July 31, 2010
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|||||
Condensed
Combining Debtor-In-Possession Statement of Net Assets
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23
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||||
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
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7,681
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150,253
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|||
Operating
loss
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(6,613)
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(127,004)
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|||
Interest
expense
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5,293
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64,512
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|||
Interest
income
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(360)
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(4,232)
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|||
Loss
before reorganization items and income taxes
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(11,546)
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(187,284)
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|||
Reorganization
items (gain) / loss
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4,188
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(1,332,463)
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|||
Income
(loss) before income taxes
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(15,734)
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1,145,179
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|||
Income
taxes
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2
|
7
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|||
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:
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||||
Cash
and cash equivalents
|
$ | 976,565 | ||
Due
from affiliates
|
10 | |||
Prepaid
expenses
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3,372 | |||
Other
current assets
|
21,272 | |||
Total
current assets
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1,001,219 | |||
Property,
plant and equipment
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||||
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
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39,894 | |||
Other
accrued liabilities
|
11,790 | |||
Total
current liabilities
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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
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Filing
to Date
|
|||||||
Cash
flows from operating activities:
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||||||||
Net
income (loss)
|
$ | (15,736 | ) | $ | 1,145,172 | |||
Adjustments
to reconcile net income (loss) to net cash
|
||||||||
provided
by (used in) operating activities:
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||||||||
Non
cash interest expense
|
5,293 | 64,512 | ||||||
Reorganization
items (gain) / loss
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4,188 | (1,332,463 | ) | |||||
Reorganization
related payments
|
(4,749 | ) | (123,688 | ) | ||||
Changes
in assets and liabilities that provided (used) cash:
|
||||||||
Due
from affiliates
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(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