DENDREON CORP - FORM 8-K - EX-99.1

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8-K - 8-K - DENDREON CORP	d910699d8k.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 MARCH 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 March
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 601 Union Street, Suite 4900, Seattle, Washington 98101.

Docket No. 615

Date Filed: 4/20/15

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


Dated:	Wilmington, Delaware
	April 20, 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: March 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				April 20, 2015
Signature of Authorized Individual*				Date

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 2/28/15 - 3/27/15¹	Consolidated			Dendreon Corporation			Dendreon Holdings		Dendreon Distribution			Dendreon Manufacturing

Beginning Cash Balance²	$	460,666		$	460,445		$	-	$	221		$	-

Total Cash Receipts		28,085			9,401			-		18,684			-

Total Cash Disbursements³		(30,084	)		(11,180	)		-		(18,905	)		-

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

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



Net Cash Flow	$	(2,000	)	$	(1,779	)	$	-	$	(221	)	$	-



Ending Cash Balance²	$	458,667		$	458,667		$	-	$	-		$	-

Notes:

1. 3/27/15 represents last day of Debtors’ March 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	$	11,070
Dendreon Holdings		-
Dendreon Distribution		19,005
Dendreon Manufacturing		9

	$	30,084

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

As of 3/31/15


											Restricted Cash Accounts
Bank	U.S. Bank			U.S. Bank			Morgan Stanley Smith Barney		U.S. Bank¹		U.S. Bank

Description	Operating Account			Receipts Account			Investment Account		Payroll Account		Escrow Account

Bank Balance	$	232,750		$	4,956,228		$	450,887,199	$	7,254,422	$	214,617
(+) Deposits in Transit		-			-			-		-		-
(-) Outstanding Checks		(59,988	)		-			-		-		-
Other		-			(4,956,228	)		-		-		-

Book Balance	$	172,762		$	-		$	450,887,199	$	7,254,422	$	214,617

Notes:

1. Account opened during postpetition period

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1b. SCHEDULE OF PROFESSIONAL FEES PAID

For the period 2/28/15 - 3/27/15


Firm	Payment Date	Amount
CENTERVIEW PARTNERS LLC	3/27/15		200,870.20
SULLIVAN & CROMWELL, LLP	3/27/15		154,397.24
EPIQ BANKRUPTCY SOLUTIONS	3/27/15		1,761.00
YOUNG CONAWAY STARGATT & TAYLOR, LLP	3/27/15		33,007.12

Total		$	390,035.56

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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 3/1/15 - 3/31/15	Consolidated¹			Dendreon Corporation			Dendreon Holdings		Dendreon Distribution			Dendreon Manufacturing

Product Revenue, net		-		$	-		$	-	$	-		$	-
Royalty and Other Revenue		226			226			-		-			-

Total Revenue	$	226		$	226		$	-	$	-		$	-

Operating Expenses:
Cost Of Product Revenue		7			7			-		-			-
Research and Development		0			0			-		-			-
Selling, General and Administrative		230			230			-		-			-
Less: Payroll Expense Included In Categories Above²		(146	)		(146	)		-		-			-
Payroll Expense^2,3		146			37			-		100			9
Restructuring		306			306			-		-			-

Total Operating Expenses	$	542		$	433		$	-	$	100		$	9

Income / (Loss) from Operations	$	(316	)	$	(207	)	$	-	$	(100	)	$	(9	)

Other Income / (Expense):
Interest Income		20			20			-		-			-
Interest Expense		-			-			-		-			-
Other Income / (Expense)		-			-			-		-			-
Reorganization Expense		(6,105	)		(6,105	)		-		-			-

Net Income / (Loss)	$	(6,402	)	$	(6,292	)	$	-	$	(100	)	$	(9	)

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 Payroll 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 3/31/15


	Consolidated¹

Current Assets:
Cash and Cash Equivalents	$	458,787
Short-Term Investments		-
Trade Accounts Receivable		-
Inventory		-
Prepaid Expenses and Other Current Assets		380

Total Current Assets	$	459,167

Property and Equipment, net		-
Long-Term Investments		49,500
Other Assets		2,623

Total Assets	$	511,289

Current Liabilities:
Accounts Payable	$	1,864
Accrued Liabilities		465
Accrued Compensation		2,966
Restructuring Liability		-
Reorganization Liability		11,075
Current Portion of Capital Lease Obligations		-
Current Portion of Facility Lease Obligations		-

Total Current Liabilities	$	16,371

Long-Term Liabilities:
Other Long-Term Liabilities		-
Liabilities Subject to Compromise^2,3		593,745

Total Liabilities	$	610,116

Stockholders’ Equity:
Common Stock		156
Additional Paid-In Capital		2,021,701
Accumulated Other Comprehensive Income		-
Accumulated Deficit		(2,120,683	)

Total Stockholders’ Equity (Deficit)	$	(98,827	)

Total Liabilities and Stockholders’ Equity	$	511,289

Notes:
1. The Debtors maintain their accounting records and prepare financial statements on a consolidated basis only 2. The Debtors continue to work to determine the proper balance and reporting for Liabilities Subject to Compromise 3. Additional adjustment of $50k to correct prior period calculation of accrued interest listed in Liabilities Subject to Compromise

Page 9 of 13

4. STATUS OF POSTPETITION TAXES

All postpetition taxes were current as of 3/31/15 and paid in the ordinary course by the Debtors

Page 10 of 13

5. SUMMARY OF UNPAID POSTPETITION DEBTS

As of 3/31/15


		Days Outstanding
	Total	1 - 30	31 - 60	61 - 90	91 +
Postpetition Accounts Payable	$ 1,864,154	$ 1,864,154	$ -	$ -	$ -

Page 11 of 13

6. ACCOUNTS RECEIVABLE RECONCILLIATION & AGEING

Pursuant to the sale, accounts receivable are no longer property of the Debtors’ estate

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

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