Attached files
file | filename |
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8-K - 8-K - B456 SYSTEMS, INC. | a13-2052_18k.htm |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In Re: |
|
Chapter 11 |
A123 SYSTEMS, INC., et al. (1) |
|
Case Number: 12-12859 (KJC) |
Debtors |
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Jointly Administered |
|
|
Hon. Kevin J. Carey |
Monthly Operating Report
For the Period November 1, 2012 through November 30, 2012
Required Documents |
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Form No. |
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Documents |
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Explanation |
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Debtors |
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Schedule of Operating Cash Flow |
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MOR-1 |
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X |
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Schedule of Disbursements by Legal Entity |
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MOR- 1a |
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X |
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Schedule of Professional Fees and Expenses Paid |
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MOR- 1b |
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X |
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Bank Account Reconciliations, Bank Statements and Cash Disbursements Journal |
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X |
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Statements of Operations |
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MOR-2 |
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X |
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Balance Sheets |
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MOR-3 |
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X |
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Status of Post Petition Taxes |
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X |
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Summary of Unpaid Post Petition Accounts Payable |
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MOR-4 |
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X |
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Trade Accounts Receivable and Aging |
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MOR-5 |
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X |
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Debtor Questionnaire |
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MOR-6 |
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X |
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I declare under penalty of perjury (28 U.S.C. Section 1746) that the information contained in this monthly operating report (including attached schedules) is true and correct to the best of my knowledge, information and belief.
/s/ David Prystash |
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|
David Prystash |
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December 30, 2012 |
Chief Financial Officer |
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A123 Systems, Inc. |
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|
Notes:
(1) The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification numbers are: A123 Systems, Inc., (3876); A123 Securities Corporation (5388); and Grid Storage Holdings, LLC (N/A). The above captioned Debtors mailing address is c/o A123 Systems, Inc, 200 West Street, Waltham, MA 02451
The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. The financial statements provided here include consolidated results for A123 Systems, Inc (the Company) as the Company has several non-debtor subsidiaries. All information contained herein is unaudited and subject to future adjustment. The Company maintains its books and records on a business unit reporting level and those units do not in all cases correspond to legal entities. Certain assumptions have been made as noted herein. In addition, the Company maintains certain liabilities on its balance sheet (such as benefits and tax related liabilities) that may relate to one or more of the Companys subsidiaries and no conclusion as to the legal obligation is made by the presentation herein.
General Notes
Condensed Combined Debtor in Possession Financial Statements The condensed combined financial statements and supplemental information contained herein are unaudited, preliminary, and may not comply with generally accepted accounting principles in the United States of America (U.S. GAAP) in all material respects. In addition, the financial statements and supplemental information contained herein represent the condensed combined financial information for Debtors only. Non-debtor subsidiaries are not included in the condensed combined income statement or condensed combined balance sheet.
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 in chapter 11, generally does not change the manner in which financial statements are prepared. It does require, however, 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. The Debtors condensed combined financial statements contained herein have been prepared in accordance with the guidance in SOP 90-7. The unaudited condensed combined financial statements have been derived from the books and records of the Debtors. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon the application of such procedures, the Debtors believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this report includes primarily normal recurring adjustments, but does not include all of the adjustments that would typically be made in accordance with U.S. GAAP.
The results of operations contained herein are not necessarily indicative of results which may be expected from any other period or for the full year and may not necessarily reflect the combined results of operations, financial position, and cash flows of the Debtors in the future.
Intercompany Transactions Receivables and payables between the Debtors have been eliminated; however, intercompany transactions between the Debtors and non-debtor affiliates have not been eliminated in the financial statements contained herein. No conclusion as to the legal obligation related to these intercompany transactions is made by the presentation herein.
Liabilities Subject to Compromise As a result of the chapter 11 filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. The determination of how liabilities will ultimately be settled and treated cannot be made until the Court approves a chapter 11 plan of reorganization. Accordingly, the ultimate amount of such liabilities is not determinable at this time. SOP 90-7 requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise are preliminary and may be subject to future adjustments depending on Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.
MOR-1
Debtors Combined Schedule of Operating Cash Flow
For the Period November 1, 2012 through November 30, 2012
(USD 000s)
BEGINNING CASH BALANCE (BANK) (1) |
|
$ |
31,792 |
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|
|
|
| |
RECEIPTS: |
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|
| |
Accounts Receivable |
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16,736 |
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Other |
|
391 |
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Total Receipts |
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17,127 |
| |
OPERATING DISBURSEMENTS (2) |
|
|
| |
Compensation & benefits |
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6,889 |
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Operating disbursements |
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6,624 |
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Intercompany Cash (From) / To Non- Debtors (3) |
|
2,800 |
| |
Total Operating Disbursements |
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$ |
16,312 |
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Restructuring Disbursements |
|
1,137 |
| |
|
|
|
| |
Net Operating Cash Flow |
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$ |
(323 |
) |
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|
|
| |
Current Debt Service |
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|
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Interest Payments |
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(401 |
) | |
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|
|
| |
DIP Loan Interest and Fees |
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|
| |
DIP Facility Interest |
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(484 |
) | |
DIP Facility Fees |
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(940 |
) | |
|
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(1,424 |
) | |
|
|
|
| |
Total Disbursements Excl. Professional Fees |
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$ |
19,274 |
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Professional Fees |
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1,842 |
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Net Cash Flow Before Debt Service |
|
$ |
(3,989 |
) |
|
|
|
| |
DIP Borrowing |
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|
| |
Interim DIP Loan Borrowings (Repayments) |
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$ |
(15,500 |
) |
Final DIP Term Loan (Repayments) |
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50,000 |
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Total DIP Borrowings |
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34,500 |
| |
Net Cash Flow |
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$ |
30,511 |
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Change in Check Float |
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(277 |
) | |
ENDING CASH BALANCE (BANK) (1) |
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$ |
62,026 |
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Notes:
(1) Cash balances do not tie exactly to balance sheet as these do not include unavailable funds, outstanding checks, de-minimis bank account balances and other timing related differences.
(2) Disbursements reflect when the relevant disbursement accounts are funded via check or wire rather than when clearing the bank.
(3) Payment on account of invoices related to material procured from non-debtor subsidiaries.
MOR-1a
Schedule of Disbursements by Legal Entity
For the Period November 1, 2012 through November 30, 2012
(USD 000s)
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Total |
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Filing Enities: |
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Case No: |
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Disbursements (1) |
| |
1 A123 Systems, Inc. |
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12-12859 |
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$ |
21,116 |
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2 A123 Securities Corporation |
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12-12860 |
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$ |
|
|
3 Grid Storage Holdings LLC |
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12-12861 |
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$ |
|
|
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$ |
21,116 |
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Notes:
(1) Disbursements includes payments to third party vendors, suppliers, employees, professionals, interest, disbursements in accordance with various 1st day motions and transfers of cash from the Debtors to the Non-Debtors all in accordance with the Approved Budget, as defined in DIP Loan Agreement.
MOR-1b
Schedule of Professional Fees and Expenses Paid
For the Period November 1, 2012 through November 30, 2012
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Amount Paid this Period |
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Cumulative Amount Since Petition date |
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Professional |
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Fees |
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Expenses |
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Total |
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Fees |
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Expenses |
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Total |
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Alvarez & Marsal North America LLC |
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Latham & Watkins LLP |
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Lazard Frères & Co. LLC |
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Richards, Layton & Finger, P.A |
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Logan & Company, Inc. |
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TOTAL |
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$ |
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$ |
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$ |
|
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$ |
|
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$ |
|
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$ |
|
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Professional |
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Role |
Alvarez & Marsal North America LLC |
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Debtors Financial Advisors |
Latham & Watkins LLP |
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Debtors Bankruptcy Co-Counsel |
Lazard Frères & Co. LLC |
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Debtors Investment Banker |
Richards, Layton & Finger, P.A |
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Debtors Bankruptcy Co-Counsel |
Logan & Company, Inc. |
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Debtors Administrative Advisor |
Debtors Statement with respect to Bank Account Reconciliations, Bank Statements
and Cash Disbursements Journal
For the Period November 1, 2012 through November 30, 2012
Bank Account Reconciliations & Cash Disbursements Journals
The Debtors affirm that bank reconciliations are prepared for all open and active bank accounts on a monthly basis. The Debtors affirm that within its financial accounting systems, check registers and/or disbursements journals are maintained for each disbursement account.
Bank statements
The Debtors affirm that bank statements for all open and active bank accounts are retained by the Debtors.
Closed Bank Accounts
The Debtors affirm that the bank account(s) were closed during the current reporting period.
· None
Opened Bank Accounts
The Debtors affirm that the bank account(s) were opened during the current reporting period.
· None
MOR-2
Debtors Condensed Combined Statements of Operations
For the Period October 16, 2012 through November 30, 2012, and
November 1, 2012 through November 30, 2012
(USD 000s -Unaudited)
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Oct. 16, 2012 - |
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Nov. 1, 2012 - |
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Nov. 30, 2012 |
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Nov. 30, 2012 |
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Total Revenue |
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$ |
9,910 |
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$ |
9,306 |
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|
|
|
|
|
| ||
Cost of Goods Sold |
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17,754 |
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15,332 |
| ||
|
|
|
|
|
| ||
Gross Profit (Loss) |
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(7,844 |
) |
(6,026 |
) | ||
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|
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|
| ||
Operating Expenses |
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|
|
|
| ||
Research and Development |
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6,638 |
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4,917 |
| ||
Sales & Marketing |
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1,332 |
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949 |
| ||
General and Administrative |
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6,136 |
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3,077 |
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Total Operating Expenses |
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14,106 |
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8,943 |
| ||
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|
|
|
|
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Operating Profit (Loss) |
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$ |
(21,949 |
) |
$ |
(14,969 |
) |
|
|
|
|
|
| ||
Interest (Expense), Net (1) |
|
(18,736 |
) |
(3,532 |
) | ||
Gain (Loss) on Foreign Exchange |
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(676 |
) |
19 |
| ||
Fair value adjustments (2) |
|
14,323 |
|
|
| ||
Income (Loss) Before Income Taxes |
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(27,038 |
) |
(18,482 |
) | ||
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|
|
|
|
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Provision for Income Tax |
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42 |
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21 |
| ||
|
|
|
|
|
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Net Income (Loss) |
|
(27,080 |
) |
(18,503 |
) |
See Notes to Debtors Condensed Combined Statements of Operations on the following pages:
MOR-2
Notes to Debtors Condensed Combined Statements of Operations
For the Period October 16, 2012 through November 30, 2012, and
November 1, 2012 through November 30, 2012
(USD 000s -Unaudited)
1. Interest expense is comprised of the following:
|
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Oct. 16, 2012 - |
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Nov. 1, 2012 - |
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|
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Nov. 30, 2012 |
|
Nov. 30, 2012 |
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2013 Senior Convertible notes: |
|
|
|
|
|
Discount amortization |
|
(11 |
) |
|
|
Accrued interest |
|
(21 |
) |
(14 |
) |
Deferred financing cost amortization |
|
(5 |
) |
|
|
|
|
(37 |
) |
(14 |
) |
|
|
|
|
|
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Wanxiang DIP Financing |
|
|
|
|
|
DIP Financing Cost |
|
(2,855 |
) |
(2,855 |
) |
|
|
(2,855 |
) |
(2,855 |
) |
|
|
|
|
|
|
Wanxiang Bridge Notes |
|
|
|
|
|
Discount amortization |
|
(11,287 |
) |
|
|
Accrued interest |
|
(100 |
) |
|
|
Deferred financing cost amortization |
|
66 |
|
|
|
|
|
(11,321 |
) |
|
|
|
|
|
|
|
|
2016 Convertible notes |
|
|
|
|
|
Discount amortization |
|
(3,006 |
) |
|
|
Accrued interest |
|
(674 |
) |
(449 |
) |
Deferred financing cost amortization |
|
(429 |
) |
|
|
|
|
(4,108 |
) |
(449 |
) |
|
|
|
|
|
|
JCI DIP Financing costs |
|
(614 |
) |
(304 |
) |
Mass Energy Loan |
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(21 |
) |
(14 |
) |
Capital leases - Waltham & Westboro |
|
(198 |
) |
(132 |
) |
Other Deferred Financing cost amortization |
|
(66 |
) |
|
|
LC Draw fees |
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(28 |
) |
(21 |
) |
Other Adjustments |
|
(0 |
) |
(1 |
) |
|
|
|
|
|
|
Interest expense |
|
(19,249 |
) |
(3,790 |
) |
Interest income |
|
514 |
|
258 |
|
Interest expense, net |
|
(18,735 |
) |
(3,532 |
) |
Note that interest on unsecured debt will only be allowed in the event the ultimate proceeds from asset sales any other estate recoveries exceeds the amount of total unsecured debt and all other secured and administrative claims are paid in full.
MOR-2
Notes to Debtors Condensed Combined Statements of Operations (cont)
For the Period October 16, 2012 through November 30, 2012, and
November 1, 2012 through November 30, 2012
(USD 000s -Unaudited)
2. The periodic mark-to-market adjustments for derivative liabilities for the reporting period are comprised of the following:
|
|
Oct. 16, 2012 - |
|
Nov. 1, 2012 - |
|
|
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
|
Embedded derivatives fair value adjustment |
|
|
|
|
|
January 2012 Warrants |
|
719 |
|
|
|
May 2012 Warrants |
|
1,545 |
|
|
|
July 2012 Warrants |
|
|
|
|
|
Wanxiang Warrants |
|
12,059 |
|
|
|
Gain on change in fair value adjustments |
|
14,323 |
|
|
|
|
|
|
|
|
|
Gain on Extinguishment of debt - 2013 Senior |
|
|
|
|
|
|
|
|
|
|
|
Total fair value adjustments |
|
14,323 |
|
|
|
MOR-3
Debtors Condensed Combined Balance Sheets
As of the Petition Date and November 30, 2012
(USD 000s- Unaudited)
|
|
Oct. 15, 2012 |
|
Nov. 30, 2012 |
| ||
Current Assets |
|
|
|
|
| ||
Cash |
|
$ |
18,140 |
|
$ |
60,789 |
|
Restricted Cash |
|
2,217 |
|
2,190 |
| ||
Accounts Receivable, net |
|
17,882 |
|
15,476 |
| ||
Inventory |
|
70,580 |
|
67,301 |
| ||
Intercompany Receivables from Non-Debtors |
|
20,005 |
|
20,474 |
| ||
Prepaid & Deferred Assets |
|
26,005 |
|
32,711 |
| ||
Total Current Assets |
|
$ |
154,830 |
|
$ |
198,942 |
|
Property & Equipment - Net |
|
$ |
71,924 |
|
$ |
69,649 |
|
|
|
|
|
|
| ||
Goodwill & Intangibles |
|
|
|
|
| ||
Long Term Grant Receivable |
|
101,804 |
|
101,804 |
| ||
Other Assets |
|
7,788 |
|
7,003 |
| ||
Intercompany Note Receivable from Non-Debtors |
|
59,033 |
|
59,033 |
| ||
Other Long Term Investments |
|
2,000 |
|
2,000 |
| ||
Investment in Subsidiaries |
|
86,561 |
|
86,561 |
| ||
TOTAL ASSETS |
|
$ |
483,940 |
|
$ |
524,993 |
|
|
|
|
|
|
| ||
Liabilities & Shareholders Equity (Deficit) |
|
|
|
|
| ||
Current Liabilities |
|
|
|
|
| ||
Accounts Payable |
|
|
|
4,933 |
| ||
Accrued Expenses |
|
47,049 |
|
51,826 |
| ||
Deferred Liabilities |
|
51,233 |
|
54,204 |
| ||
Interim Debtor In Possession Loan |
|
|
|
50,000 |
| ||
Inter Company Payables Debtors |
|
|
|
|
| ||
Inter Company Payables to Non-Debtors |
|
|
|
8,675 |
| ||
Other |
|
6,269 |
|
5,249 |
| ||
Total Current Liabilities |
|
$ |
104,552 |
|
$ |
174,888 |
|
|
|
|
|
|
|
|
|
Long Term Debt |
|
$ |
4,035 |
|
$ |
21,299 |
|
Other Liabilities |
|
18,738 |
|
18,564 |
| ||
Total Liabilities |
|
$ |
127,324 |
|
$ |
214,751 |
|
|
|
|
|
|
|
|
|
Liabilities Subject to Compromise |
|
|
|
|
| ||
Inter Company Payables to Non-Debtors |
|
$ |
20,439 |
|
$ |
16,134 |
|
Obligations to Third Parties |
|
207,065 |
|
189,996 |
| ||
Total Liabilities Subject to Compromise |
|
$ |
227,504 |
|
$ |
206,130 |
|
|
|
|
|
|
|
|
|
Shareholders Equity (Deficit) |
|
$ |
129,112 |
|
$ |
104,112 |
|
Total Liabilities & Shareholders Equity (Deficit) |
|
$ |
483,940 |
|
$ |
524,993 |
|
See Notes to Debtors Condensed Combined Balance Sheets on the following page
MOR-3
Notes to Debtors Condensed Combined Balance Sheets
As of the Petition Date and November 30, 2012
(USD 000s - Unaudited)
1. Debt is comprised of the following:
|
|
11/30/2012 |
|
10/15/2012 |
| |
Senior Secured Bridge Loan Facility |
|
$ |
18,471 |
|
12,500 |
|
Less discount related to fair value of associated warrants |
|
|
|
(11,287 |
) | |
Net Senior Secured Bridge Loan Facility |
|
18,471 |
|
1,213 |
| |
Mass clean energy loan |
|
2,828 |
|
2,822 |
| |
Interim Debtor In Possession Loan |
|
50,000 |
|
|
| |
Total |
|
71,299 |
|
4,035 |
| |
Less amounts classified as current |
|
50,000 |
|
|
| |
Long Term Debt |
|
$ |
21,299 |
|
4,035 |
|
2. Liabilities subject to compromise consist of the following:
Liabilities Subject to Compromise |
|
15-Oct-12 |
|
30-Nov-12 |
| ||
|
|
|
|
|
| ||
2015 Convertible Notes |
|
$ |
2,748 |
|
$ |
2,759 |
|
3.75% 2016 Convertible Notes |
|
140,744 |
|
143,750 |
| ||
Accounts Payable |
|
29,131 |
|
25,116 |
| ||
Accrued Expenses |
|
7,601 |
|
5,567 |
| ||
Non -Debtor Intercompany Payables |
|
20,439 |
|
16,134 |
| ||
Deferred Revenue |
|
130 |
|
3,050 |
| ||
Other Liabilities |
|
12,388 |
|
9,754 |
| ||
Preferred Stock Warrant Liability |
|
14,323 |
|
(0 |
) | ||
TOTAL |
|
$ |
227,504 |
|
$ |
206,130 |
|
3. The Company updated its investment in Subsidiaries at 10/15/2012 that resulted in a reduction of $11,948 with a corresponding change to Shareholders Equity.
Declaration Regarding the Status of Post Petition Taxes of the Debtors
As of November 30, 2012
COMMONWEALTH OF MASSACHUSETTS,
MIDDLESEX COUNTY
Richard E. Johnson hereby declares and states:
1. I am Chief Accounting Officer & Controller for A123 Systems, Inc., a corporation organized under the laws of the State of Delaware and the Debtor in the above-captioned chapter 11 cases (the Debtors). I am familiar with the Debtors day-to-day operations, business affairs and books and records.
2. All statements in this Declaration are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors operations and financial condition. If I were called upon to testify, I could and would testify to each of the facts set forth herein based on such personal knowledge, review of documents or opinion. I am authorized to submit this Declaration on behalf of the Debtors.
3. To the best of my knowledge, the Debtors have filed all necessary federal, state and local tax returns and made all required post petition tax payments in connection therewith on a timely basis or have promptly remediated any late filings or payments that may have occurred due to unintentional oversights. (1)
Dated: 12/30/2012 |
Respectfully submitted, |
|
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Waltham, Massachusetts |
|
|
|
|
/s/ Richard E. Johnson |
|
|
|
Richard E. Johnson |
|
|
|
Chief Accounting Officer |
(1) The Debtors use ADP for the remittance of all payroll taxes.
MOR-4
Combined Debtors Summary of Unpaid Post Petition Accounts Payable
November 30, 2012
(USD 000s - Unaudited)
|
|
Days Past Due (1) |
| ||||||||||||||||
|
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Current |
|
1-30 Days |
|
31-60 Days |
|
61-90 Days |
|
> 90 Days |
|
Total |
| ||||||
Trade Debt |
|
$ |
2,339 |
|
$ |
276 |
|
$ |
|
|
$ |
0 |
|
$ |
0 |
|
$ |
2,615 |
|
|
|
89 |
% |
11 |
% |
0 |
% |
0 |
% |
0 |
% |
100 |
% | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
Other Payables (2) |
|
|
| ||||||||||
|
|
|
|
|
|
Un-invoiced Receipts |
|
$ |
1,412 |
| |||||||||
|
|
|
|
|
|
Invoiced not Entered |
|
$ |
906 |
| |||||||||
|
|
|
|
|
|
Total Post - Petition Accounts Payable |
|
$ |
4,933 |
| |||||||||
Notes:
(1) Days since date of invoice.
(2) Represents goods/services received by the Debtors for which an invoice has not yet been received or entered into the Debtors financial accounting system.
MOR-5
Combined Debtors Accounts Receivable and Aging
November 30, 2012
(USD 000s - Unaudited)
|
|
Days Aged (net) |
| |||||||||||
|
|
Current |
|
1-30 Days |
|
31-60 Days |
|
61-90 Days |
|
> 90 Days |
|
Total |
| |
Customer Receivables |
|
9,291 |
|
3,299 |
|
1,023 |
|
2,178 |
|
980 |
|
$ |
16,770 |
|
|
|
55 |
% |
20 |
% |
6 |
% |
13 |
% |
6 |
% |
100 |
% | |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Adjustments |
|
|
| ||||
|
|
|
|
|
|
|
Unbilled |
|
$ |
(598 |
) | |||
|
|
|
|
|
|
|
Allowance |
|
$ |
(696 |
) | |||
|
|
|
|
|
|
|
Un-Applied |
|
$ |
(1 |
) | |||
|
|
|
|
|
|
|
Total Accounts Receivable |
|
$ |
15,476 |
|
MOR-6
Debtor Questionnaire
For the Period January 1, 2012 through October 31, 2012
|
|
|
|
Yes |
|
No |
1. |
|
Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. |
|
|
|
X |
2. |
|
Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation. |
|
|
|
X |
3. |
|
Have all post petition tax returns been timely filed? If no, provide an explanation. |
|
X |
|
|
4. |
|
Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation. |
|
X |
|
|
5. |
|
Have any bank accounts been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. |
|
|
|
X |
Appendix A
Debtors Condensed Combining Income Statements
As of the Petition Date and October 31, 2012
|
|
Debtors |
| ||||||||||||||||||||||||||||
|
|
|
|
A123 Securities |
|
Grid Storage |
|
|
|
|
| ||||||||||||||||||||
|
|
A123 Systems, Inc. |
|
Corporation |
|
Holdings LLC |
|
Eliminations |
|
Total Debtors |
| ||||||||||||||||||||
|
|
Oct. 16, 2012 - |
|
Nov. 1, 2012 - |
|
Oct. 16, 2012 - |
|
Nov. 1, 2012 - |
|
Oct. 16, 2012 - |
|
Nov. 1, 2012 - |
|
Oct. 16, 2012 - |
|
Nov. 1, 2012 - |
|
Oct. 16, 2012 - |
|
Nov. 1, 2012 - |
| ||||||||||
(USD000s) |
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
|
Nov. 30, 2012 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Total Revenue |
|
$ |
9,910 |
|
$ |
9,306 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
9,910 |
|
$ |
9,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Cost of Goods Sold |
|
17,754 |
|
15,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
17,754 |
|
15,332 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Gross Profit (Loss) |
|
(7,844 |
) |
(6,026 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(7,844 |
) |
(6,026 |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Research and Development |
|
6,638 |
|
4,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,638 |
|
4,917 |
| ||||||||||
Sales & Marketing |
|
1,332 |
|
949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,332 |
|
949 |
| ||||||||||
General and Administrative |
|
6,136 |
|
3,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,136 |
|
3,077 |
| ||||||||||
Total Operating Expenses |
|
14,105 |
|
8,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
14,105 |
|
8,943 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Operating Profit (Loss) |
|
$ |
(21,949 |
) |
$ |
(14,969 |
) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
(21,949 |
) |
$ |
(14,969 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest (Expense), Net |
|
(18,736 |
) |
(3,533 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
(18,736 |
) |
(3,532 |
) | ||||||||||
Gain (Loss) on Foreign Exchange |
|
(676 |
) |
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(676 |
) |
19 |
| ||||||||||
Fair value adjustments |
|
14,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,323 |
|
|
| ||||||||||
Income (Loss) Before Income Taxes |
|
(27,038 |
) |
(18,483 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
(27,038 |
) |
(18,481 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Provision for Income Tax |
|
42 |
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
42 |
|
21 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Net Income (Loss) |
|
(27,080 |
) |
(18,503 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
(27,080 |
) |
(18,502 |
) |
1. Certain Non Debtors are not included here as they either have no financial activity and /or are branches of the Debtors and are therefore included in the financial results of the Debtors.
Appendix B
Debtors Condensed Combining Balance Sheets
As of the Petition Date and October 31, 2012
|
|
Debtors |
| ||||||||||||||||||||||||||||
|
|
|
|
|
|
A123 Securities |
|
Grid Storage |
|
|
|
|
|
|
|
|
| ||||||||||||||
|
|
A123 Systems, Inc. |
|
Corporation |
|
Holdings LLC |
|
Eliminations |
|
Total Debtors |
| ||||||||||||||||||||
(USD000s) |
|
15-Oct-12 |
|
30-Nov-12 |
|
15-Oct-12 |
|
30-Nov-12 |
|
15-Oct-12 |
|
30-Nov-12 |
|
15-Oct-12 |
|
30-Nov-12 |
|
15-Oct-12 |
|
30-Nov-12 |
| ||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Cash |
|
$ |
2,667 |
|
$ |
37,234 |
|
$ |
15,474 |
|
$ |
23,555 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
18,140 |
|
$ |
60,789 |
|
Restricted Cash |
|
2,217 |
|
2,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,217 |
|
2,190 |
| ||||||||||
Accounts Receivable, net |
|
17,882 |
|
15,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
17,882 |
|
15,476 |
| ||||||||||
Inventory |
|
70,580 |
|
67,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
70,580 |
|
67,301 |
| ||||||||||
Intercompany Receivables from Non- Debtors |
|
20,005 |
|
20,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
20,005 |
|
20,474 |
| ||||||||||
Prepaid & Deferred Assets |
|
26,005 |
|
32,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
26,005 |
|
32,711 |
| ||||||||||
Total Current Assets |
|
$ |
139,356 |
|
$ |
175,387 |
|
$ |
15,474 |
|
$ |
23,555 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
154,830 |
|
$ |
198,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Property & Equipment - Net |
|
$ |
71,924 |
|
$ |
69,649 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
71,924 |
|
$ |
69,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Goodwill & Intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Long Term Grant Receivable |
|
101,804 |
|
101,804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
101,804 |
|
101,804 |
| ||||||||||
Other Assets |
|
7,788 |
|
7,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7,788 |
|
7,002 |
| ||||||||||
Intercompany Note Receivable from Non- Debtors |
|
59,033 |
|
59,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
59,033 |
|
59,033 |
| ||||||||||
Other Long Term Investments |
|
2,000 |
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
2,000 |
| ||||||||||
Investment in Subsidiaries |
|
98,509 |
|
106,589 |
|
|
|
|
|
|
|
|
|
(11,948 |
) |
(20,028 |
) |
86,561 |
|
86,561 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
TOTAL ASSETS |
|
$ |
480,414 |
|
$ |
521,465 |
|
$ |
15,474 |
|
$ |
23,555 |
|
$ |
|
|
$ |
|
|
$ |
(11,948 |
) |
$ |
(20,028 |
) |
$ |
483,940 |
|
$ |
524,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Liabilities & Shareholders Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Accounts Payable |
|
$ |
|
|
$ |
4,933 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
4,933 |
| ||
Accrued Expenses |
|
47,039 |
|
51,817 |
|
10 |
|
10 |
|
|
|
|
|
|
|
|
|
47,049 |
|
51,826 |
| ||||||||||
Deferred Liabilities |
|
51,233 |
|
54,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
51,233 |
|
54,204 |
| ||||||||||
Interim Debtor In Possession Loan |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
| ||||||||||
Inter Company Payables Debtors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Inter Company Payables to Non- Debtors |
|
|
|
8,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,675 |
| ||||||||||
Other |
|
6,269 |
|
5,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,269 |
|
5,248 |
| ||||||||||
Total Current Liabilities |
|
$ |
104,542 |
|
$ |
174,877 |
|
$ |
10 |
|
$ |
10 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
104,552 |
|
$ |
174,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Long Term Debt |
|
$ |
4,035 |
|
$ |
21,299 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
4,035 |
|
$ |
21,299 |
|
Other Liabilities |
|
18,738 |
|
18,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
18,738 |
|
18,564 |
| ||||||||||
Total Liabilities |
|
$ |
127,314 |
|
$ |
214,740 |
|
$ |
10 |
|
$ |
10 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
127,324 |
|
$ |
214,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Liabilities Subject to Compromise |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Inter Company Payables to Non- Debtors |
|
$ |
20,439 |
|
$ |
16,134 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
20,439 |
|
$ |
16,134 |
|
Obligations to Third Parties |
|
207,065 |
|
189,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
207,065 |
|
189,996 |
| ||||||||||
Total Liabilities Subject to Compromise |
|
$ |
227,504 |
|
$ |
206,130 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
227,504 |
|
$ |
206,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Shareholders Equity (Deficit) |
|
$ |
125,596 |
|
$ |
100,595 |
|
$ |
15,464 |
|
$ |
23,545 |
|
$ |
|
|
$ |
|
|
$ |
(11,948 |
) |
$ |
(20,028 |
) |
$ |
129,112 |
|
$ |
104,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Total Liabilities & Shareholders Equity (Deficit) |
|
$ |
480,414 |
|
$ |
521,465 |
|
$ |
15,474 |
|
$ |
23,555 |
|
$ |
|
|
$ |
|
|
$ |
(11,948 |
) |
$ |
(20,028 |
) |
$ |
483,940 |
|
$ |
524,992 |
|
1. Certain Non Debtors are not included here as they either have no financial activity and /or are branches of the Debtors and are therefore included in thefinancial results of the Debtors.