UNITED STATES BANKRUTCY COURT
DISTRICT OF DELAWARE
| | | |
| In re: | | Case No. 09-10465 (KG) |
Midway Games Inc., et. al., | | Jointly Administered |
| Debtors | | Reporting Period: 2/12/09 - 3/31/09 |
EXPLANATORY NOTE — AMENDED MONTHLY OPERATING REPORT
The Monthly Operating Report (the “MOR”) contained herein has been revised for purposes of amending the MOR originally filed on May 8, 2009. The portions of the MOR that have been revised are as follows:
MOR-2
MOR-3
In MOR-2, all amounts under the headings “Operating Expenses” and “Other Income and Expenses” have been revised, and the line items “Professional Fees”, “Total Reorganization Expenses”, “Provision (Benefit) for Income Taxes” and “Net Income (Loss)” under the heading “Reorganization Items” have also been revised.
In MOR-3, certain amounts in the line items “Priority Liabilities”, “Non-priority Liabilities”, “Total Pre-petition Liabilities”, “Due to Debtors” and “Due to non-Debtor MGI Subsidiaries” have been revised.
UNITED STATES BANKRUTCY COURT
DISTRICT OF DELAWARE
| | | |
| In re: | | Case No. 09-10465 (KG) |
Midway Games Inc., et. al., | | Jointly Administered |
| Debtors | | Reporting Period: 2/12/09 - 3/31/09 |
MONTHLY OPERATING REPORT — AS AMENDED
| | | | | | | | | | | | | |
| | | | | | | Document | | Affidavit |
| REQUIRED DOCUMENTS | | Form No. | | Attached | | Attached |
| Schedule of Cash Receipts and Disbursements | | MOR-1 | | | X | | | | | |
| Bank Reconciliations, Copies of Bank Statements and Cash Disbursements Journals | | MOR-1A | | | | | | | X | |
| Schedule of Professional Fees Paid | | MOR-1B | | | X | | | | | |
| Statements of Operations | | MOR-2 | | | X | | | | | |
| Balance Sheets | | MOR-3 | | | X | | | | | |
| Status of Postpetition Taxes | | MOR-4 | | | | | | | X | |
| Summary of Unpaid Postpetition Accounts Payable | | MOR-4 | | | X | | | | | |
| Accounts Receivable Reconciliation and Aging | | MOR-5 | | | X | | | | | |
| Debtor Questionnaire | | MOR-5 | | | X | | | | | |
| | |
| 1 | | declare under the 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. |
| | | | | |
/s/ Ryan G. O’Desky Ryan G. O’Desky | | 5/29/09 Date | | |
| Chief Financial Officer and Treasurer | | | | |
The Debtors are: Midway Games Inc., Midway Home Entertainment Inc., Midway Amusement Games, LLC, Midway Interactive Inc., Surreal Software Inc., Midway Studios — Austin Inc., Midway Studios — Los Angeles Inc., Midway Games West Inc., Midways Home Studios Inc., and Midway Sales Company, LLC.
Page 2 of 12
| | | |
| In re: | | |
Midway Games Inc., et.al., | | Case No. 09-10465 (KG) |
| Debtors | | Jointly Administered |
| | | Reporting Period: 2/12/09 to 3/31/09 |
MOR-1: SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD FROM FEBRUARY 12, 2009 THROUGH MARCH 31, 2009
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Midway | | | Midway | | | Midway | | | | | | | | | | | | | | | | | | | |
| | | Midway Home | | | Midway Amusement | | | Interactive | | | Games | | | Home Studios | | | Midway Sales | | | Surreal Software | | | Midway Studios - | | | Midway Studios - | | | Midway Games | | | | |
| Debtor | | Entertainment Inc. | | | Games, LLC | | | Inc. | | | West Inc. | | | Inc. | | | Company, LLC | | | Inc. | | | Austin Inc. | | | Los Angeles Inc. | | | Inc. | | | Current Month Total | |
Cash at beginning of the month | | $ | 14,748,521.05 | | | $ | 203,277.67 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 68,568.88 | | | $ | 882,428.05 | | | $ | 2,958.00 | | | $ | 1,600,819.99 | | | $ | 17,506,573.64 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RECEIPTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Trade accounts receivable | | | 8,315,264.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 8,315,264.00 | |
| Royalty income | | | 7,097,470.00 | | | | 1,664,461.79 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 8,761,931.79 | |
| Other | | | 0.00 | | | | 28,446.88 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 28,446.88 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Receipts | | $ | 15,412,734.00 | | | $ | 1,692,908.67 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 17,105,642.67 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
DISBURSEMENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Factoring repayments | | | 1,861,716.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 1,861,716.00 | |
| Cost of goods sold | | | 4,801,064.57 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 4,801,064.57 | |
| Payroll | | | 1,078,065.54 | | | | 2,087,299.81 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 903,517.83 | | | | 4,118.06 | | | | 0.00 | | | | 238,787.71 | | | | 4,311,788.95 | |
| Milestones - 3rd party developers | | | 400,300.00 | | | | 84,500.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 1,500.00 | | | | 0.00 | | | | 0.00 | | | | 210,000.00 | | | | 696,300.00 | |
| Marketing and advertising | | | 42,492.49 | | | | 6,181.60 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 48,674.09 | |
| Sales commissions | | | 14,355.70 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 14,355.70 | |
| Rent — facilities/equipment/taxes | | | 213,551.09 | | | | 143,486.32 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 143,987.62 | | | | 117,238.06 | | | | 0.00 | | | | 0.00 | | | | 618,263.09 | |
| Utilities | | | 40,387.56 | | | | 67,847.59 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 7,667.27 | | | | 8,968.59 | | | | 0.00 | | | | 1,462.43 | | | | 126,333.44 | |
| Benefits | | | 140,813.42 | | | | 381,619.03 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 16,239.56 | | | | 37,697.02 | | | | 200.54 | | | | 8,980.50 | | | | 585,550.07 | |
| IT equipment | | | 23,322.71 | | | | 9,205.83 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 304.67 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 32,833.21 | |
| Maintenance | | | 2,339.94 | | | | 15,445.30 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 301.83 | | | | 34.99 | | | | 0.00 | | | | 0.00 | | | | 18,122.06 | |
| Relocation | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 29,052.13 | | | | 0.00 | | | | 0.00 | | | | 29,052.13 | |
| Shipping | | | 2,705.86 | | | | 3,455.94 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 379.02 | | | | 0.00 | | | | 0.00 | | | | 65.75 | | | | 6,606.57 | |
| Supplies | | | 359.93 | | | | 1,159.69 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 10.22 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 1,529.84 | |
| Consultants and contractors | | | 13,626.78 | | | | 51,271.31 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 32,229.91 | | | | 0.00 | | | | 0.00 | | | | 71,169.69 | | | | 168,297.69 | |
| Employee expense reports | | | 14,331.37 | | | | 14,196.47 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 4,087.94 | | | | 0.00 | | | | 0.00 | | | | 17,970.07 | | | | 50,585.85 | |
| Taxes | | | 0.00 | | | | 701.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 1,677.88 | | | | 902.15 | | | | 0.00 | | | | 3,200.00 | | | | 6,481.03 | |
| Purchasing cards | | | 249,740.92 | | | | 69.85 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 863.72 | | | | 0.00 | | | | 0.00 | | | | 543.20 | | | | 251,217.69 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Subtotal operating disbursements | | | 8,899,173.88 | | | | 2,866,439.74 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 1,112,767.47 | | | | 198,011.00 | | | | 200.54 | | | | 552,179.35 | | | | 13,628,771.98 | |
| US Trustee fees | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Prepetition — shippers and logistics | | | 420,842.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 420,842.00 | |
| Mesirow Financial | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 50,000.00 | | | | 50,000.00 | |
| Epiq Bankruptcy Solutions | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 2,100.00 | | | | 2,100.00 | |
| Kramer Levin Naftalis | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 237,332.63 | | | | 237,332.63 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Subtotal restructuring disbursements | | | 420,842.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 289,432.63 | | | | 710,274.63 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Disbursements | | $ | 9,320,015.88 | | | $ | 2,866,439.74 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 1,112,767.47 | | | $ | 198,011.00 | | | $ | 200.54 | | | $ | 841,611.98 | | | $ | 14,339,046.61 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Receipts less disbursements | | $ | 6,092,718.12 | | | $ | (1,173,531.07 | ) | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | (1,112,767.47 | ) | | $ | (198,011.00 | ) | | $ | (200.54 | ) | | $ | (841,611.98 | ) | | $ | 2,766,596.06 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash at end of the month | | $ | 20,841,239.17 | | | $ | (970,253.40 | ) | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | (1,044,198.59 | ) | | $ | 684,417.05 | | | $ | 2,757.46 | | | $ | 759,208.01 | | | $ | 20,273,169.70 | |
General Notes:
| | |
| 1) | | Cash balances may not be same as the bank statements or ledger balances as they do not reflect unavailable funds, outstanding checks and other timing differences. |
| |
| 2) | | Included in the beginning cash balance were two restricted letters of credit at Midway Home Entertainment Inc. for $225,000 and at Midway Studios — Austin Inc. for $756,903.76. |
| |
| 3) | | Disbursements reflect when the disbursement accounts are funded rather than when the item clears the banks. |
| |
| 4) | | Timing of receipts and internal accounting can cause period-end discrepancies in respective intercompany reporting. |
| |
| 5) | | Because there were no transfers to debtors in possession accounts or estate disbursements made by outside sources, the total disbursements line above was used to calculate U.S. Trustee quarterly fees. |
Page 3 of 12
| | | |
| In re: | | |
Midway Games Inc., et al., | | Case No. 09-10465 et seq. (KG) |
| Debtors | | Jointly Administered |
| | | Reporting Period: 2/12/09-3/31/09 |
MOR-1A: BANK RECONCILIATIONS CERTIFICATION
I, Ryan G. O’Desky, Chief Financial Officer and Treasurer of Midway Games Inc., hereby certify that, to the best of my knowledge, information, and belief, all of the Debtors’ bank account balances for the reporting period ended March 31, 2009 have been reconciled to monthly bank statements in an accurate and timely manner. The attached schedule lists each of the Debtors’ bank accounts and the book balance of the respective account as of the end of the reporting period, as well as the bank accounts that were opened during the reporting period. No bank accounts were closed during the reporting period.
| | | | | |
/s/ Ryan G. O’Desky Ryan G. O’Desky | | 5/7/09 Date | | |
| Chief Financial Officer and Treasurer | | | | |
FORM MOR-1A
Page 4 of 12
| | |
| In re: | | |
| Midway Games Inc. et. al., | | Case No. 09-10465 (KG) |
| Debtors | | Jointly Administered |
| | | Reporting Period: 2/12/09 to 3/31/09 |
MOR-1A: DEBTORS’ BANK ACCOUNTS
| | | | | | | | | | | |
| Debtor | | Bank/Institution | | Account Number | | Book Balance |
| |
| Midway Home Entertainment Inc. | | Wells Fargo Bank N.A. | | | #583884 | | | $ | 225,000.00 | |
| Midway Home Entertainment Inc. | | Wells Fargo Bank N.A. | | | #4030110425 | | | $ | 3,863.54 | |
| Midway Home Entertainment Inc. | | Bank of America | | | #8765261617 | | | $ | 55,407.35 | |
| Midway Home Entertainment Inc. | | Bank of America | | | #8666525641 | | | $ | 4,777,635.53 | |
| | | | | | | | | | | |
| Midway Amusement Game, LLC. | | Bank of America | | | #8765763067 | | | $ | 39,716.74 | |
| Midway Amusement Game, LLC. | | Bank of America | | | #8666305125 | | | $ | 35,457.29 | |
| Midway Amusement Game, LLC. | | Bank of America | | | #8666018766 | | | $ | 47,687.58 | |
| | | | | | | | | | | |
| Surreal Software Inc. | | Bank of America | | | #8765216044 | | | $ | 22,746.81 | |
| | | | | | | | | | | |
| Midway Studios — Austin Inc. | | Wells Fargo Bank N.A. | | | #561549 | | | $ | 756,903.76 | |
| Midway Studios — Austin Inc. | | Bank of America | | | #8765216049 | | | $ | 6,231.92 | |
| | | | | | | | | | | |
| Midway Studios — Los Angeles Inc. | | Bank of America | | | #8765216063 | | | $ | 2,757.89 | |
| | | | | | | | | | | |
| Midway Games Inc. | | Bank of America | | | #8666302112 | | | $ | 0.00 | |
| Midway Games Inc. | | Bank of America | | | #8765763147 | | | $ | 395,765.83 | |
| Midway Games Inc. | | Bank of America | | | #8666302112 | | | $ | 6,878,264.84 | |
The Debtors affirm that the following bank accounts were opened in the period:
| | | | | | | | | | | | | | | | | |
| Debtor | | Bank/Institution | | Date Opened | | Account Number | | Book Balance |
| |
| Midway Home Entertainment Inc. | | Bank of America | | | 2/27/09 | | | | #8188615313 | | | $ | 50,255.13 | |
| Midway Home Entertainment Inc. | | Bank of America | | | 2/27/09 | | | | #8188615318 | | | $ | 7,099,340.43 | |
| Midway Games Inc. | | Bank of America | | | 3/2/09 | | | | #8188615332 | | | $ | 381,671.20 | |
FORM MOR-1A
Page 5 of 12
| | |
| In re: | | |
| Midway Games Inc., et al., | | Case No. 09-10465 (KG) |
| Debtors | | Jointly Administered |
| | | Reporting Period: 2/12/09-3/31/09 |
MOR-1B: SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Period | | Amount | | | | | | Check | | Amount Paid | | Year to Date |
| Payee | | Covered | | Approved | | Payer | | Date | | Number | | Fees | | Expenses | | Fees | | Expenses |
| Kramer Levin Naftalis 1 | | 2/12/09 to 3/31/09 | | $ | 237,332.63 | | | Midway Games Inc. | | | 03/12/09 | | | Wire:24258716 | | $ | 237,332.63 | | | $ | 0.00 | | | $ | 237,332.63 | | | $ | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mesirow Financial 1 | | 2/12/09 to 3/31/09 | | $ | 50,000.00 | | | Midway Games Inc. | | | 03/12/09 | | | Wire:24259993 | | $ | 50,000.00 | | | $ | 0.00 | | | $ | 50,000.00 | | | $ | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | $ | 287,332.63 | | | $ | 0.00 | | | $ | 287,332.63 | | | $ | 0.00 | |
| | |
| 1 | | Attorneys and financial advisors representing the Secured Creditor |
FORM MOR-1B
Page 6 of 12
| | |
| In re: | | Case No. 09-10465 (KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 2/12/09 to 3/31/09 |
MOR-2: STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 12, 2009 THROUGH MARCH 31, 2009
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Midway | | | | | | | | | | | | | | | | | | | | |
| | | Midway Home | | Amusement Games, | | Midway Interactive | | Midway Games | | Midway Home | | Midway Sales | | Surreal Software | | Midway Studios - | | Midway Studios - | | Midway Games | | | | |
| | | Entertainment, Inc. | | LLC | | Inc. | | West Inc. | | Studios Inc. | | Company, LLC | | Inc. | | Austin Inc. | | Los Angeles Inc. | | Inc. | | Adjustments and | | Total of All Debtors |
| Case number for individual Debtors | | 09-10467 | | 09-10466 | | 09-10468 | | 09-10472 | | 09-10473 | | 09-10474 | | 09-10469 | | 09-10470 | | 09-10471 | | 09-10465 | | Allocations (1) | | (1) |
| | | |
REVENUES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross sales | | $ | 13,268,834.50 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 13,268,834.50 | |
| Royalty and other revenue | | | 10,212,820.44 | | | | 525,000.00 | | | | — | | | | 408,023.00 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,145,843.44 | |
| Allowances | | | (662,655.25 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (662,655.25 | ) |
| | | |
| Net revenues | | | 22,818,999.69 | | | | 525,000.00 | | | | — | | | | 408,023.00 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 23,752,022.69 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
COST OF GOODS SOLD | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Product costs and distribution | | | 4,724,798.35 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,724,798.35 | |
| Royalties | | | 4,717,352.20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,717,352.20 | |
| Product development costs | | | 9,767,958.69 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,767,958.69 | |
| | | |
| Total cost of goods sold | | | 19,210,109.24 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 19,210,109.24 | |
| | | |
| Gross profit | | | 3,608,890.45 | | | | 525,000.00 | | | | — | | | | 408,023.00 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,541,913.45 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Rent expense | | | 143,040.22 | | | | 20,338.28 | | | | — | | | | — | | | | — | | | | — | | | | 120,422.31 | | | | 73,569.46 | | | | — | | | | — | | | | — | | | | 357,370.27 | |
| Insurance | | | 113,261.02 | | | | 127,462.65 | | | | — | | | | — | | | | — | | | | — | | | | 59,939.31 | | | | 48,679.03 | | | | 200.82 | | | | 267,924.04 | | | | — | | | | 617,466.87 | |
| Payroll and benefits (2) | | | 1,231,882.86 | | | | 2,091,227.67 | | | | — | | | | — | | | | — | | | | — | | | | 1,108,178.21 | | | | (18,935.87 | ) | | | (699.22 | ) | | | 539,525.96 | | | | — | | | | 4,951,179.61 | |
| All other research and development (3) | | | 965,361.10 | | | | 603,150.24 | | | | — | | | | — | | | | — | | | | — | | | | 188,785.85 | | | | 159,390.07 | | | | 16,683.30 | | | | — | | | | (3,506,886.35 | ) | | | (1,573,515.79 | ) |
| All other selling and marketing | | | 35,742.33 | | | | 50,216.71 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 22,346.01 | | | | 60,630.18 | | | | 168,935.23 | |
| All other administrative (4) | | | (208,797.78 | ) | | | 270,278.28 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 794,223.60 | | | | (429,019.39 | ) | | | 426,684.71 | |
| | | |
| Total operating expenses | | | 2,280,489.75 | | | | 3,162,673.83 | | | | — | | | | — | | | | — | | | | — | | | | 1,477,325.68 | | | | 262,702.69 | | | | 16,184.90 | | | | 1,624,019.61 | | | | (3,875,275.56 | ) | | | 4,948,120.90 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OTHER INCOME AND EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest income | | | 1,930.62 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,330.84 | | | | — | | | | 4,261.46 | |
| Interest expense | | | — | | | | (3,596.10 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (191,142.30 | ) | | | — | | | | (194,738.40 | ) |
| Other income and (expense), net | | | (30,557.84 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (81,529.40 | ) | | | — | | | | (112,087.24 | ) |
| | | |
| Income (loss) before reorganization items | | | 1,299,773.48 | | | | (2,641,269.93 | ) | | | — | | | | 408,023.00 | | | | — | | | | — | | | | (1,477,325.68 | ) | | | (262,702.69 | ) | | | (16,184.90 | ) | | | (1,894,360.47 | ) | | | 3,875,275.56 | | | | (708,771.63 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
REORGANIZATION ITEMS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Professional fees (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 374,174.38 | | | | — | | | | 374,174.38 | |
| U.S. Trustee quarterly fees (6) | | | 13,000.00 | | | | 9,750.00 | | | | 325.00 | | | | 325.00 | | | | 325.00 | | | | 325.00 | | | | 6,500.00 | | | | 1,625.00 | | | | 325.00 | | | | 4,875.00 | | | | — | | | | 37,375.00 | |
| | | |
| Total reorganization expenses | | | 13,000.00 | | | | 9,750.00 | | | | 325.00 | | | | 325.00 | | | | 325.00 | | | | 325.00 | | | | 6,500.00 | | | | 1,625.00 | | | | 325.00 | | | | 379,049.38 | | | | — | | | | 411,549.38 | |
| Provision (benefit) for income taxes | | | 175,037.00 | | | | — | | | | — | | | | — | | | | | | | | | | | | — | | | | — | | | | — | | | | (1,568.00 | ) | | | — | | | | 173,469.00 | |
| | | |
| Net income (loss) | | $ | 1,111,736.48 | | | $ | (2,651,019.93 | ) | | $ | (325.00 | ) | | $ | 407,698.00 | | | $ | (325.00 | ) | | $ | (325.00 | ) | | $ | (1,483,825.68 | ) | | $ | (264,327.69 | ) | | $ | (16,509.90 | ) | | $ | (2,271,841.85 | ) | | $ | 3,875,275.56 | | | $ | (1,293,790.01 | ) |
| | | |
| | | |
| NOTES: |
| |
| GENERAL — In the ordinary course of business, individual Debtors may make payments to third parties on behalf of other Debtor entities. When this occurs, receivable and payable amounts are recorded at the paying and receiving entities, respectively, for the value of each such payment made. Amounts owed by Debtor entities to other Midway Games Inc. (MGI) subsidiaries are repaid in accordance with company policy. For example, all payroll-related payments are made to employees through Midway Home Entertainment Inc. (MHE) and the related expenses are reported by each employee’s legal entity; each legal entity with employees incurs a liability to MHE for the amounts paid. Also, no Insider Compensation expenses outside of the normal course of business were incurred during the period presented. |
| |
| (1) | | In performing the accounting for its day-to-day operations, MGI and its Debtor subsidiaries allocate common expenses among these subsidiaries and capitalize qualifying product development expenses in accordance with U.S. Generally Accepted Accounting Principles (GAAP). These adjustments and allocations are presented in a separate column in this report to facilitate analysis of each individual entity’s operating results in their respective columns and to show the results of the combined Debtor entities as a whole in the “Total of All Debtors” column. |
| |
| (2) | | The negative amounts of payroll and benefits expenses reported for Midway Studios — Austin Inc. (MSA) and Midway Studios — Los Angeles Inc. (MSLA) represent payroll tax refunds received during the period. As these entities had no employees during the period, there were no other significant payroll and benefits expenses reported for these entities during the period. |
| |
| (3) | | Research and development expenses eligible for capitalization in accordance with U.S. GAAP are reported in the MHE, Midway Amusement Games, LLC, Surreal Software Inc., MSA, and MSLA columns. In addition, one non-Debtor entity records these types of expenses, which are not included in this report. The capitalization of research and development expenses for all entities is reported in the Adjustments and Allocations column. |
| |
| (4) | | The amount in the MHE column includes reductions in the reserves for bad debts expense and sales and use taxes recorded during the period, based on activity occurring in the normal course of business. |
| |
| (5) | | Professional Fees are recorded as expense when incurred and are paid by MGI. Certain of these fees represent accruals and have not been paid as of March 31, 2009. No allocation of the benefits of such fees has been made to any other Debtor or non-Debtor entities. In addition to the amounts reported in this line item, $1,333,976.41 in fees have been submitted to the court for approval; payment of certain of these fees has not yet been authorized. |
| |
| (6) | | U.S. Trustee quarterly fees owed as of March 31, 2009 were not paid until April 2009. |
FORM MOR-2
Page 7 of 12
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| | |
| In re: | | Case No. 09-10465 (KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 2/12/09 to 3/31/09 |
MOR-3: BALANCE SHEETS
MARCH 31, 2009
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Midway Home | | Midway Amusement | | | | | | Midway Games West | | Midway Home | | Midway Sales | | | | | | Midway Studios - | | Midway Studios - | | | | |
| | | Entertainment Inc. | | Games, LLC | | Midway Interactive Inc. | | Inc. | | Studios Inc. | | Company, LLC | | Surreal Software Inc. | | Austin Inc. | | Los Angeles Inc. | | Midway Games Inc. | | |
| Case number for individual Debtors | | 09-10467 | | 09-10466 | | 09-10468 | | 09-10472 | | 09-10473 | | 09-10474 | | 09-10469 | | 09-10470 | | 09-10471 | | 09-10465 | | Total of All Debtors (1) |
| | | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 11,991,294.56 | | | $ | 123,861.61 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 24,246.81 | | | $ | 6,231.92 | | | $ | 4,257.89 | | | $ | 7,655,701.87 | | | $ | 19,805,594.66 | |
| Restricted cash | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 306,903.76 | | | | 306,903.76 | |
| Receivables, net | | | 27,070,460.97 | | | | 1,923,398.10 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,464.48 | | | | 28,995,323.55 | |
| Inventories | | | 4,181,389.34 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,181,389.34 | |
| Capitalized product development costs | | | 24,060,547.21 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 24,060,547.21 | |
| Prepaid expenses and other current assets | | | 958,544.76 | | | | 1,946,591.49 | | | | — | | | | — | | | | — | | | | — | | | | 144,556.08 | | | | 96,288.67 | | | | 7,745.72 | | | | 66,534.21 | | | | 3,220,260.93 | |
| | | |
| TOTAL CURRENT ASSETS | | | 68,262,236.84 | | | | 3,993,851.20 | | | | — | | | | — | | | | — | | | | — | | | | 168,802.89 | | | | 102,520.59 | | | | 12,003.61 | | | | 8,030,604.32 | | | | 80,570,019.45 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Restricted cash | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 675,000.00 | | | | 675,000.00 | |
| Assets held for sale | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,405,200.00 | | | | 2,405,200.00 | |
| Capitalized product development costs | | | 515,784.78 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 515,784.78 | |
| Property and equipment, net | | | 2,763,914.58 | | | | 2,260,176.05 | | | | — | | | | — | | | | — | | | | — | | | | 849,744.43 | | | | 1,209,380.58 | | | | 109,167.65 | | | | 403,170.35 | | | | 7,595,553.64 | |
| Goodwill (2) | | | 27,614,515.11 | | | | — | | | | — | | | | 5,849,000.00 | | | | — | | | | — | | | | 2,585,900.56 | | | | 1,192,298.99 | | | | 2,254,887.17 | | | | — | | | | 39,496,601.83 | |
| Investment in subsidiaries (3) | | | — | | | | — | | | | 29,265,000.00 | | | | (29,265,000.00 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 21,472,773.11 | | | | 21,472,773.11 | |
| Due from Debtors | | | 210,177,459.18 | | | | 296,703,399.34 | | | | 430,000.00 | | | | 32,392,175.86 | | | | — | | | | — | | | | — | | | | 230,204.37 | | | | 156,098.20 | | | | 640,886,922.39 | | | | 1,180,976,259.34 | |
| Due from non-Debtor MGI subsidiaries | | | 30,618,369.42 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,797,879.35 | | | | 34,416,248.77 | |
| Other assets | | | 220,992.39 | | | | 97,333.31 | | | | — | | | | — | | | | — | | | | — | | | | 60,025.63 | | | | — | | | | — | | | | — | | | | 378,351.33 | |
| | | |
TOTAL ASSETS | | $ | 340,173,272.30 | | | $ | 303,054,759.90 | | | $ | 29,695,000.00 | | | $ | 8,976,175.86 | | | $ | — | | | $ | — | | | $ | 3,664,473.51 | | | $ | 2,734,404.53 | | | $ | 2,532,156.63 | | | $ | 677,671,549.52 | | | $ | 1,368,501,792.25 | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LIABILITIES NOT SUBJECT TO COMPROMISE (Post-petition) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amounts due to Insiders (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Accounts payable | | | 1,199,431.60 | | | | 515,584.13 | | | | — | | | | — | | | | — | | | | — | | | | 88,435.40 | | | | 23,582.06 | | | | (2,366.08 | ) | | | 726,361.87 | | | | 2,551,028.98 | |
| Accrued compensation and related benefits (5) | | | 5,209,571.92 | | | | (226,314.20 | ) | | | — | | | | — | | | | — | | | | — | | | | 111,928.47 | | | | 348.15 | | | | 170,714.70 | | | | (135,567.52 | ) | | | 5,130,681.52 | |
| Accrued royalties | | | 7,009,744.69 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,009,744.69 | |
| Accrued selling and marketing | | | 984,446.49 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 984,446.49 | |
| Deferred revenue | | | 1,975,507.47 | | | | 812,641.58 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,788,149.05 | |
| Current portion of long-term debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Convertible senior notes, less unamortized discount | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Other accrued liabilities | | | 5,507,355.54 | | | | 2,879,020.12 | | | | — | | | | — | | | | — | | | | — | | | | 36,432.96 | | | | 61,261.94 | | | | (31.14 | ) | | | 471,456.89 | | | | 8,955,496.31 | |
| | | |
| TOTAL POST-PETITION LIABILITIES | | | 21,886,057.71 | | | | 3,980,931.63 | | | | — | | | | — | | | | — | | | | — | | | | 236,796.83 | | | | 85,192.15 | | | | 168,317.48 | | | | 1,062,251.24 | | | | 27,419,547.04 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES SUBJECT TO
COMPROMISE (Pre-petition) (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Secured liabilities | | $ | 1,086.71 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 4,029.62 | | | $ | — | | | $ | 29,314,909.04 | | | $ | 29,320,025.37 | |
| Priority liabilities | | | 475,566.78 | | | | 940,880.31 | | | | — | | | | — | | | | — | | | | — | | | | 174,824.30 | | | | 49,081.40 | | | | 4,884.62 | | | | 275,066.23 | | | | 1,920,303.64 | |
| Non-priority liabilities | | | 305,858,291.66 | | | | 565,156,902.97 | | | | 22,957,000.00 | | | | 48,011,629.43 | | | | — | | | | — | | | | 49,455,300.84 | | | | 64,750,961.03 | | | | 30,531,064.78 | | | | 381,641,292.93 | | | | 1,468,362,443.64 | |
| | | |
| TOTAL PRE-PETITION LIABILITIES | | | 306,334,945.15 | | | | 566,097,783.28 | | | | 22,957,000.00 | | | | 48,011,629.43 | | | | — | | | | — | | | | 49,630,125.14 | | | | 64,804,072.05 | | | | 30,535,949.40 | | | | 411,231,268.20 | | | | 1,499,602,772.65 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Due to Debtors | | | 1,482,090.69 | | | | 4,648,237.90 | | | | — | | | | — | | | | — | | | | — | | | | 1,338,690.71 | | | | (20,225.07 | ) | | | 3,699.31 | | | | 11,694,862.90 | | | | 19,147,356.44 | |
| Due to non-Debtor MGI subsidiaries | | | 2,655,660.81 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 104,587.04 | | | | 2,760,247.85 | |
| Deferred income taxes | | | 12,356,110.00 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 12,356,110.00 | |
| Deferred rent | | | 129,406.48 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 167,434.44 | | | | 234,936.52 | | | | — | | | | — | | | | 531,777.44 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock | | | 1,000.00 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 935,403.55 | | | | 936,403.55 | |
| Additional paid-in capital | | | 1,704,243.51 | | | | — | | | | 2,750,000.00 | | | | (186,000.00 | ) | | | — | | | | — | | | | 4,187,009.00 | | | | 2,575,167.27 | | | | 3,594,163.08 | | | | 522,497,846.03 | | | | 537,122,428.89 | |
| Retained earnings (Accumulated deficit) | | | (6,376,242.05 | ) | | | (271,672,192.91 | ) | | | 3,988,000.00 | | | | (38,849,453.57 | ) | | | — | | | | — | | | | (51,895,582.61 | ) | | | (64,944,738.39 | ) | | | (31,769,972.64 | ) | | | (260,071,634.67 | ) | | | (721,591,816.84 | ) |
| Postpetition contributions (distributions) (draws) (5) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Treasury stock | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (9,783,034.77 | ) | | | (9,783,034.77 | ) |
| | | |
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | | | (4,670,998.54 | ) | | | (271,672,192.91 | ) | | | 6,738,000.00 | | | | (39,035,453.57 | ) | | | — | | | | — | | | | (47,708,573.61 | ) | | | (62,369,571.12 | ) | | | (28,175,809.56 | ) | | | 253,578,580.14 | | | | (193,316,019.17 | ) |
| | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | $ | 340,173,272.30 | | | $ | 303,054,759.90 | | | $ | 29,695,000.00 | | | $ | 8,976,175.86 | | | $ | — | | | $ | — | | | $ | 3,664,473.51 | | | $ | 2,734,404.53 | | | $ | 2,532,156.63 | | | $ | 677,671,549.52 | | | $ | 1,368,501,792.25 | |
| | | |
See Page 2 of this report for Notes and related explanations.
FORM MOR-3
Page 8 of 12
| | | |
| NOTES: |
| |
| GENERAL — In the ordinary course of business, individual Debtors may make payments to third parties on behalf of other Debtor entities. When this occurs, receivable and payable amounts are recorded at the paying and receiving entities, respectively, for the value of each such payment made. Amounts owed by Debtor entities to other Midway Games Inc. (MGI) subsidiaries are repaid in accordance with company policy. For example, all payroll-related payments are made to employees through Midway Home Entertainment Inc. (MHE) and the related expenses are reported by each employee’s legal entity; each legal entity with employees incurs a liability to MHE for the amounts paid. |
| |
| (1) | | Each individual entity’s balances are presented in their respective columns; this “Total of All Debtors” column is provided to show the balances of the combined Debtor entities as a whole for information purposes only. |
| |
| (2) | | Goodwill was recorded by certain entities at the time they were acquired by MGI and is reported at each of these entities. Under U.S. Generally Accepted Accounting Principles (GAAP), these amounts are presented in MGI’s reports to the Securities and Exchange Commission and tested for impairment as a single reporting unit. |
| |
| (3) | | Investment in subsidiaries represent amounts invested by certain MGI subsidiaries in other MGI subsidiaries. Negative amounts are reported in this line item by the investee subsidiary to represent the amounts invested in that subsidiary. |
| |
| (4) | | Insiders as defined as directors and officers of any Debtor entities or non-Debtor MGI subsidiaries. There were no amounts due to Insiders outside of the normal course of business as of March 31, 2009. |
| |
| (5) | | Accrued compensation and related benefits exclude amounts owed as of the petition date for paid time off, severance, relocation and supplemental insurance; these amounts are included in the Pre-petition Liabilities section. No amounts were paid during the reporting period related to these pre-petition amounts owed. Also, the amount reported by Midway Studios — Los Angeles represents relocation amounts owed that are reported as pre-petition liabilities by MHE, as the employees affected were as of the petition date and continue to be employees of MHE. Accrued compensation and related benefits reported by MHE have been reduced by this amount as a result. |
| |
| (6) | | Pre-petition liabilities as of the current balance sheet date include post-petition amounts paid or applied, pursuant to Bankruptcy Court orders, to claims previously reported as of the petition date in the Schedules of Assets and Liabilities. |
FORM MOR-3
Page 9 of 12
| | | |
| In re: | | Case No. 09-10465 et seq. (KG) |
Midway Games Inc.., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 2/12/09-3/31/09 |
MOR-4: DECLARATION REGARDING THE STATUS OF POSTPETITION TAXES
FOR THE REPORTING PERIOD ENDED MARCH 31, 2009
Ryan G. O’Desky hereby declares and states:
1. I am Chief Financial Officer and Treasurer for Midway Games Inc. and its affiliated debtors and debtors in possession (the “Debtors”) in Case No. 09-10465 et seq. (KG) (Jointly Administered). 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 personal knowledge, review of the relevant documents, discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors’ operations and financial condition. I am authorized to submit this Declaration on behalf of the Debtors.
3. To the best of my knowledge, information, and belief, during the reporting period the Debtors filed all necessary federal, state, and local tax returns and made all required and undisputed postpetition tax payments in connection therewith on a timely basis or, the Debtors have promptly addressed any late tax filings (and made any corresponding payments) that may have been missed during the reporting period due to unintentional oversight.1
| | | |
| 5/7/09 | | /s/ Ryan G. O’Desky |
| | | |
| Date | | Ryan G. O’Desky |
| Chicago, Illinois | | Chief Financial Officer and Treasurer |
| | |
| 1 | | The Debtors use Ceridian, a third party payroll processor, for the remittance of payroll taxes. Ceridian is responsible for remitting both the employee and employer portion of payroll tax liabilities to the appropriate jurisdictions. Moreover, by first day orders entered by the Court on February 13, 2009, the Debtors received authority to pay certain prepetition payroll and “trust fund” taxes. |
FORM MOR-4
Page 10 of 12
| | | |
| In re: | | |
Midway Games Inc., et.al., | | Case No. 09-10465 (KG) |
| Debtors | | Jointly Administered |
| | | Reporting Period: 2/12/09 to 3/31/09 |
MOR-4: SUMMARY OF UNPAID POSTPETITION ACCOUNTS PAYABLE
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Number of Days Past Due | |
| | | Current | | | 0-30 | | | 31-60 | | | 61-90 | | | over 90 | | | Total | |
| Accounts Payable | | $ | 1,027,861.75 | | | $ | 109,039.10 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 1,136,900.85 | |
| Professional Fees 1 | | $ | 437,266.21 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 437,266.21 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Postpetiton Accounts Payable | | $ | 1,465,127.96 | | | $ | 109,039.10 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 1,574,167.06 | |
| | | |
| Notes |
| |
| The postpetition accounts payable reported represents open and outstanding trade vendor invoices that have been entered into the Debtors’ accounts payable system during the period that the Debtors intend to pay in accordance with the various orders of the Bankruptcy Court. This summary does not included any accruals for invoices not yet received or approved which may be included in accounts payable on the balance sheet. |
| |
| 1) | | Includes $377,355 to Kramer Levin Naftalis and $59,911 to Mesirow Financial for Restucturing Professional Fees not included on MOR-1b because the Debtors are not authorized by court order to pay these amounts yet. |
FORM MOR-4
Page 11 of 12
| | | |
| In re: | | |
Midway Games Inc., et. al., | | Case No. 09-10465 (KG) |
| Debtors | | Jointly Administered |
| | | Reporting Period: 2/12/09 to 3/31/09 |
MOR-5: ACCOUNTS RECEIVABLE RECONCILATION AND AGING
| | | | | |
| ACCOUNTS RECEIVABLE RECONCILATION AND AGING | | Amount | |
| Total trade accounts receivable at the beginning of the reporting period | | $ | 26,185,925.00 | |
| + Amounts billed during the period | | | 12,892,044.23 | |
| - Amounts collected and adjusted during the period | | | (10,194,630.25 | ) |
| Total trade accounts receivable at the end of the reporting period | | $ | 28,883,338.98 | |
| | | | | |
| ACCOUNTS RECEIVABLE AGING | | Amount | |
| 0 - 30 days old | | | 19,907,973.89 | |
| 31 -60 days old | | | 4,536,521.15 | |
| 61 - 90 days old | | | 3,655,532.80 | |
| 90 + days old | | | 783,311.14 | |
| Total trade accounts receivable | | $ | 28,883,338.98 | |
| Royalty receivable | | $ | 1,923,398.10 | |
| Other receivables | | $ | 24,364.48 | |
| Allowance for doubtful accounts | | | (990,394.42 | ) |
| Unapplied cash | | | (502,750.80 | ) |
| Factored receivables to be remitted to the factor | | | (342,632.79 | ) |
| Net receivables | | $ | 28,995,323.55 | |
| | | |
| Notes |
| |
| 1) | | All trade accounts receivable and related allowances are reported at Midway Home Entertainment Inc. |
| |
| 2) | | Trade accounts receivable are aged from invoice date based on individual customer credit terms. |
| |
| 3) | | Royalty receivables are not aged and are reported at Midway Amusement Games, LLC. |
| |
| 4) | | Receivable allowances are not aged. |
MOR-5: DEBTOR QUESTIONNAIRE
| | | | | |
| Must be completed each month | | Yes | | No |
| 1. Have any assets been sold or transferred outside of the normal course of business this reporting period? If yes, provide an explanation below. | | | | X |
| | | | | |
| 2. Have any funds been disbursed from any other account than a debtor in procession account this reporting period? If yes, provide an explanation below. | | | | X |
| | | | | |
| 3. Have all post petition 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 open during the period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to Delaware Delaware Local Rule 4001-3. | | X
See MOR-1A | | |
| | | | | |
FORM MOR -5
Page 12 of 12
