DENDREON CORP - FORM 8-K - EX-99.1

Attached files

file	filename
8-K - FORM 8-K - DENDREON CORP	d874782d8k.htm
EX-99.2 - EX-99.2 - DENDREON CORP	d874782dex992.htm

Exhibit 99.1

THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	x
	:
In re:	:	Chapter 11
	:
DENDREON CORPORATION, et al.,	:	Case No. 14-12515 (LSS)
	:
Debtors.¹	:	Jointly Administered
	:
	:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -	x

NOTICE OF FILING OF DEBTORS’ MONTHLY OPERATING REPORT

FOR THE PERIOD OF JANUARY 2015

PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession

(collectively, the “Debtors”) have filed with the United States Bankruptcy Court for the District of Delaware

the Debtors’ Monthly Operating Report for the Period of January 2015,

The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Dendreon Corporation (3193), Dendreon Holdings, LLC (8047), Dendreon Distribution, LLC (8598) and Dendreon Manufacturing, LLC (7123). The address of the Debtors’ corporate headquarters is 1301 2nd Avenue, Seattle, Washington 98101.

Docket No. 384

Date Filed: 2/13/15

attached hereto as Exhibit A (the “Monthly Operating Report”).

Dated: Wilmington, Delaware

February 13, 2015

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

/s/ Sarah E. Pierce

Anthony W. Clark (I.D. No. 2051)

Sarah E. Pierce (I.D. No. 4648)

One Rodney Square

P.O. Box 636

Wilmington, Delaware 19899-0636

Telephone: (302) 651-3000

Fax: (302) 651-3001

- and -

Kenneth S. Ziman

Raquelle L. Kaye

Four Times Square

New York, New York 10036-6522

Telephone: (212) 735-3000

Fax: (212) 735-2000

- and -

Felicia Gerber Perlman

155 N. Wacker Drive

Chicago, Illinois 60606-1720

Telephone: (312) 407-0700

Fax: (312) 407-0411

Counsel for Debtors and Debtors in Possession

EXHIBIT A

MONTHLY OPERATING REPORT

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE


In re DENDREON CORPORATION, et. al		Case No. 14-12515_(LSS)
		Reporting Period: January 2015

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month.

Submit copy of report to any official committee appointed in the case.


REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached	Affidavit/Supplement Attached
Schedule of Cash Receipts and Disbursements	MOR-1	X
Bank Reconciliation (or copies of debtor’s bank reconciliations)	MOR-1a	X
Schedule of Professional Fees Paid	MOR-1b		X
Copies of bank statements			X
Cash disbursements journals			X
Statement of Operations	MOR-2	X
Balance Sheet	MOR-3	X
Status of Postpetition Taxes	MOR-4		X
Copies of IRS Form 6123 or payment receipt
Copies of tax returns filed during reporting period
Summary of Unpaid Postpetition Debts	MOR-5	X
Listing of aged accounts payable	MOR-5	X
Accounts Receivable Reconciliation and Aging	MOR-6	X
Debtor Questionnaire	MOR-7	X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents

are true and correct to the best of my knowledge and belief.



Signature of Debtor				Date


Signature of Joint Debtor				Date

/s/ Gregory R. Cox				February 13, 2015
Signature of Authorized Individual*

Gregory R. Cox				Chief Financial Officer
Printed Name of Authorized Individual				Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor

is a partnership; a manager or member if debtor is a limited liability company.

MOR

(04/07)

NOTES

Notes to the MOR:

This Monthly Operating Report (“MOR”) has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Case and is in a format acceptable to the U.S. Trustee. The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States. Accordingly, this MOR should not be used for investment purposes.

The financial statements presented in MOR-2 and MOR-3 are prepared on a consolidated company basis for the Debtors and non-debtor affiliates.

Page 2 of 13

1. SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS


($ 000s)
For the period 1/3/15 - 1/30/15¹				Dendreon			Dendreon		Dendreon			Dendreon
	Consolidated			Corporation			Holdings		Distribution			Manufacturing

Beginning Cash Balance²	$	115,714		$	115,714		$	-	$	-		$	-

Total Cash Receipts		27,461			405			-		27,057			-

Total Cash Disbursements³		(24,516	)		(24,516	)		-		-			-

Intercompany Transfer From / (To) Other Debtors		-			27,057			-		(27,057	)		-

Intercompany Transfer From / (To) Non-Debtors		-			-			-		-			-


Net Cash Flow	$	2,946		$	2,946		$	-	$	-		$	-


Ending Cash Balance²	$	118,660		$	118,660		$	-	$	-		$	-

Notes:

1.1/30/15 represents last day of Debtors’ January weekly cash forecast

2. Excludes restricted cash accounts

3. Cash Disbursements include payroll that was disbursed by Dendreon Corporation through its centralized cash management system for the benefit of subsidiary debtors. Accordingly, disbursement amounts (for the purposes of calculating US Trustee fees) are as follows:


Debtor	Amounts
Dendreon Corporation		18,971
Dendreon Holdings		-
Dendreon Distribution		2,870
Dendreon Manufacturing		2,674

	$	24,516

Page 3 of 13


1a. BANK RECONCILIATION (OR COPIES OF DEBTORS’ BANK RECONCILIATIONS)

As of 1/31/15


										Restricted Cash Accounts
Bank Description	U.S. Bank			Morgan Stanley Smith Barney			U.S. Bank¹			U.S. Bank		Wells Fargo
Bank Description	Operating Account			Investment Account			Payroll Account			Escrow Account		LC Account
Bank Balance	$	38,692,789		$	79,700,953		$	65,708		$	214,610	$	5,206,518
(+) Deposits in Transit		1,251,268			-			-			-		-
(-) Outstanding Checks		(743,873	)		-			(9,183	)		-		-
Other		-			(1,186	)		-			-		-

Book Balance	$	39,200,183		$	79,699,766		$	56,525		$	214,610	$	5,206,518

Notes:

1. Account opened during postpetition period

Page 4 of 13

1b. SCHEDULE OF PROFESSIONAL FEES PAID

For the period 1/1/15—1/31/15, no payments were made to retained professionals

Page 5 of 13

1c. COPIES OF BANK STATEMENTS

The Debtors’ bank statements are voluminous and not included herein, but copies will be provided upon request

Page 6 of 13

1d. CASH DISBURSEMENTS JOURNALS

The Debtors’ cash disbursement journals are voluminous and not included herein, but copies will be provided upon request

Page 7 of 13

2. STATEMENT OF OPERATIONS

($ 000s)


For the period 1/1/15 - 1/31/15				Dendreon			Dendreon		Dendreon			Dendreon
	Consolidated¹			Corporation			Holdings		Distribution			Manufacturing

Product Revenue, net	$	21,337		$	21,337		$	-	$	-		$	-
Royalty and Other Revenue		-			-			-		-			-

Total Revenue	$	21,337		$	21,337		$	-	$	-		$	-

Operating Expenses:
Cost Of Product Revenue		11,594			11,594			-		-			-
Research and Development		3,337			3,337			-		-			-
Selling, General and Administrative		11,513			11,513			-		-			-
Less: Payroll Expense Included In Categories Above²		(7,706	)		(7,706	)		-		-			-
Payroll Expense^2,3		7,706			2,162			-		2,870			2,674
Restructuring		49			49			-		-			-

Total Operating Expenses	$	26,492		$	20,947		$	-	$	2,870		$	2,674

Income / (Loss) from Operations	$	(5,155	)	$	390		$	-	$	(2,870	)	$	(2,674	)

Other Income / (Expense):
Interest Income		5			5			-		-			-
Interest Expense		(329	)		(329	)		-		-			-
Other Income / (Expense)		12			12			-		-			-
Reorganization Expense		(3,797	)		(3,797	)		-		-			-

Net Income / (Loss)	$	(9,264	)	$	(3,720	)	$	-	$	(2,870	)	$	(2,674	)

Notes:

1. The Debtors maintain their accounting records and prepare financial statements on a consolidated basis only. This modified presentation reflects cash basis payroll of the subsidiary entities, which is funded by Dendreon Corp.

2. The Debtors’ consolidated statement of operations reflects an allocation of payroll expenses among several operating expense categories (i.e., Cost of Product Revenue, R&D and SG&A). For the purpose of presenting payroll by entity without double-counting of such expenses, the cash basis payroll must be deducted before being included separately

3. Payroll Expense (noted above) includes payroll, payroll taxes and 401(k). These amounts are funded to ADP via the US Bank Operating account. For taxation purposes, each legal entity pays separate state employment taxes for the states in which it operates

Page 8 of 13

3. BALANCE SHEET


($ 000s)

As of 1/31/15


	Consolidated¹

Current Assets:
Cash and Cash Equivalents	$	88,449
Short-Term Investments		36,179
Trade Accounts Receivable		22,493
Inventory		59,921
Prepaid Expenses and Other Current Assets		23,400


Total Current Assets	$	230,442

Property and Equipment, net		100,648
Long-Term Investments		-
Other Assets		3,592


Total Assets	$	334,682

Current Liabilities:
Accounts Payable	$	5,834
Accrued Liabilities		8,145
Accrued Compensation		19,992
Restructuring Liability		11
Reorganization Liability		5,334
Current Portion of Capital Lease Obligations		29
Current Portion of Facility Lease Obligations		13


Total Current Liabilities	$	39,358

Long-Term Liabilities:
Other Long-Term Liabilities		76
Liabilities Subject to Compromise²		627,317


Total Liabilities	$	666,751

Stockholders’ Equity:
Common Stock		155
Additional Paid-In Capital		2,004,479
Accumulated Other Comprehensive Income		1
Accumulated Deficit		(2,336,704	)


Total Stockholders’ Equity (Deficit)	$	(332,069	)


Total Liabilities and Stockholders’ Equity	$	334,682

Notes:
1. The Debtors maintain their accounting records and prepare financial statements on a consolidated basis only

2. The Debtors are currently working to determine the proper balance and reporting for Liabilities Subject to Compromise

Page 9 of 13

4. STATUS OF POSTPETITION TAXES

All postpetition taxes were current as of 1/31/15 and paid in the ordinary course by the Debtors

Page 10 of 13

5. SUMMARY OF UNPAID POSTPETITION DEBTS

As of 1/31/15


			Days Outstanding
	Total		1 - 30		31 - 60		61 - 90		91 +
Postpetition Accounts Payable	$	5,833,977	$	5,833,977	$	-	$	-	$	-

Page 11 of 13

6. ACCOUNTS RECEIVABLE RECONCILLIATION & AGEING

As of 1/31/15


				Days Outstanding
	Total			1 - 30		31 - 60		61 - 90	91 +
Gross Accounts Receivable	$	24,959,774		$	24,892,696	$	453,616	$ (426,607)	$	40,069

Accounts Receivable Offset - Chargebacks		(2,466,801	)

Net Accounts Receivable	$	22,492,974

Page 12 of 13

7. DEBTOR QUESTIONNAIRE


	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 below		X
3. Have all postpetition tax returns been timely filed? If no, provide an explanation below	X
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below	X
5. Has any bank account 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

Page 13 of 13

DENDREON CORP.

Cash Flow Forecast

(Dollars in Thousands)


	Projected
Week:	1			2			3		4			5		6			7		8			9		10			11			12			13		13-Week
Ending Date:	2/13/15			2/20/15			2/27/15		3/6/15			3/13/15		3/20/15			3/27/15		4/3/15			4/10/15		4/17/15			4/24/15			5/1/15			5/8/15		Total


Beginning Book Cash Balance	$	110,654		$	114,027		$	98,677	$	499,714		$	499,684	$	499,684		$	495,981	$	501,187		$	504,157	$	504,157		$	493,592		$	490,542		$	490,512	$	110,654

RECEIPTS

Operating ¹	$	6,453		$	4,419		$	1,037	$	-		$	-	$	-		$	-	$	-		$	-	$	-		$	-		$	-		$	-	$	11,910

Other ²		15			15			400,000		-			-		-			5,206		3,000			-		-			-			-			-		408,236


TOTAL RECEIPTS	$	6,468		$	4,434		$	401,037	$	-		$	-	$	-		$	5,206	$	3,000		$	-	$	-		$	-		$	-		$	-	$	420,146


DISBURSEMENTS

U.S. Operations
Payroll ³	$	(200	)	$	(13,383	)	$	-	$	(30	)	$	-	$	(30	)	$	-	$	(30	)	$	-	$	(1,903	)	$	-		$	(30	)	$	-	$	(15,606)
Occupancy		(96	)		(205	)		-		-			-		-			-		-			-		-			-			-			-		(301)
Other Operating		(2,767	)		(2,325	)		-		-			-		-			-		-			-		-			-			-			-		(5,092)

Subtotal	$	(3,062	)	$	(15,913	)	$	-	$	(30	)	$	-	$	(30	)	$	-	$	(30	)	$	-	$	(1,903	)	$	-		$	(30	)	$	-	$	(20,999)

E.U. Operations	$	(33	)	$	(654	)	$	-	$	-		$	-	$	-		$	-	$	-		$	-	$	-		$	-		$	-		$	-	$	(687)

Restructuring & Other⁴	$	-		$	(3,217	)	$	-	$	-		$	-	$	(3,673	)	$	-	$	-		$	-	$	(8,662	)	$	(3,050	)	$	-		$	-	$	(18,602)


TOTAL DISBURSEMENTS	$	(3,095	)	$	(19,784	)	$	-	$	(30	)	$	-	$	(3,703	)	$	-	$	(30	)	$	-	$	(10,565	)	$	(3,050	)	$	(30	)	$	-	$	(40,288)



NET CASH FLOW	$	3,373		$	(15,349	)	$	401,037	$	(30	)	$	-	$	(3,703	)	$	5,206	$	2,970		$	-	$	(10,565	)	$	(3,050	)	$	(30	)	$	-	$	379,858



Ending Book Cash Balance	$	114,027		$	98,677		$	499,714	$	499,684		$	499,684	$	495,981		$	501,187	$	504,157		$	504,157	$	493,592		$	490,542		$	490,512		$	490,512	$	490,512

¹ -	Collections forecast for the week ended 2/27, represent anticipated distributor receipts through the sale close

² -	Collections in the weeks ended 3/27 and 4/3 represent the recovery of LC collateral and Derivatives Lawsuit proceeds, respectively

³ -	Post sale payroll amounts reflect CEO pay. Additional payroll amounts are possible and subject to estate wind down needs

⁴ -	Estate wind down costs are not separately forecast, as a large portion of the costs are embedded in professional fees. However, additional estate wind down costs, primarily related to personnel, are anticipated but not reflected in the current forecast

NOTE: Please note that the cash flow projections contemplate a sale closing during the week ended 2/27/15 under the terms of the Amended and Restated Acquisition Agreement, dated as of February 4, 2015, with Valeant. Also, while the cash flows reflect the continued payment of professional fee in the normal course, the forecast does not include the following items:

• Professionals fees or catch up payments after the week ended 5/8/15

• Certain estate wind down costs (see description in note 4)

• Payment of cure costs or other Retained Liabilities of the Debtors

Attached files

Stock widget

Investing forum

DENDREON CORP Reports