Exhibit 99.1
UNITED STATES BANKRUTCY COURT
DISTRICT OF DELAWARE
| | |
| In re: | | Case No. 09-10465 (KG) |
| Midway Games Inc., et. al., | | Jointly Administered |
| Debtors | | Reporting Period: 01/01/10 - 01/31/10 |
MONTHLY OPERATING REPORT
| | | | | | | |
| | | | | 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 | | |
I 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.
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| /s/ Ryan G. O’Desky | | 5/4/10 |
| | | |
| Ryan G. O’Desky | | 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.
1 of 13
| | |
| In re: | | Case No. 09-10465 (KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 01/01/10 - 01/31/10 |
MOR-1: SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE MONTH ENDED JANUARY 31, 2010
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| | | Midway | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Midway | | | | | | | |
| | | Home | | | Midway | | | | | | | | | | | | | | | | | | | | | | | Midway | | | Studios — | | | | | | | |
| | | Entertainment | | | Amusement | | | Midway | | | Midway Games | | | Midway Home | | | Midway Sales | | | Surreal | | | Studios — | | | Los Angeles | | | Midway | | | Current Month | |
| Debtor | | Inc. | | | Games, LLC | | | Interactive Inc. | | | West Inc. | | | Studios Inc. | | | Company, LLC | | | Software Inc. | | | Austin Inc. | | | Inc. | | | Games Inc. | | | Total | |
Cash at beginning of the month | | $ | 72,106,211.13 | | | | ($14,595,414.03 | ) | | | ($6,332.90 | ) | | | ($650.00 | ) | | | ($650.00 | ) | | | ($650.00 | ) | | | ($4,165,365.44 | ) | | $ | 401,638.61 | | | | ($4,715.70 | ) | | | ($13,793,227.08 | ) | | $ | 39,940,844.59 | |
RECEIPTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Trade accounts receivable | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Cash held in trust | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Proceeds related to asset sales | | | 6,126.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 6,126.00 | |
| Other | | | 54,121.90 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 6.41 | | | | 54,128.31 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Receipts | | $ | 60,247.90 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 6.41 | | | $ | 60,254.31 | |
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DISBURSEMENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of goods sold | | | 779.19 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 779.19 | |
| Payroll | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 17.09 | | | | 0.00 | | | | 47,984.80 | | | | 48,001.89 | |
| Royalties | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | — | |
| Sales commissions | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | — | |
Rent — facilities
/equipment/taxes | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 1,000.00 | | | | 1,000.00 | |
| Utilities | | | 1,209.71 | | | | 9,299.92 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 1,055.77 | | | | 11,565.40 | |
| Benefits | | | 2,298.40 | | | | 53,208.12 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 21,260.81 | | | | 0.00 | | | | 32,724.58 | | | | 109,491.91 | |
| Insurance | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| IT equipment | | | 0.00 | | | | 1,190.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 1,190.00 | |
| Legal | | | 0.00 | | | | 4,064.93 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 28,824.05 | | | | 32,888.98 | |
| Maintenance | | | 0.00 | | | | 17.21 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 3,505.52 | | | | 3,522.73 | |
| Shipping | | | 0.00 | | | | 120.10 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 120.10 | |
| Supplies | | | 140.73 | | | | 184.06 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 140.73 | | | | 105.01 | | | | 105.01 | | | | 492.43 | | | | 1,167.97 | |
| Consultants and contractors | | | 0.00 | | | | 4,995.38 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 5,867.74 | | | | 10,863.12 | |
| Board of Directors | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Employee expense reports | | | 0.00 | | | | 167.33 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 16,490.86 | | | | 16,658.19 | |
| Taxes | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Purchasing cards | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Subtotal operating disbursements | | | 4,428.03 | | | | 73,247.05 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 140.73 | | | | 21,382.91 | | | | 105.01 | | | | 137,945.75 | | | | 237,249.48 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| US Trustee fees | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 21,125.00 | | | | 21,125.00 | |
| Huron Consulting Group | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Blank Rome LLP | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 140,004.04 | | | | 140,004.04 | |
| Ernst & Young, LLP — Midway Auditors | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | — | |
| Dewey & LeBoeuf LLP | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 204,759.41 | | | | 204,759.41 | |
| Milbank, Tweed, Hadley & McCloy LLP | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | — | |
| Richards, Layton & Finger, P.A. | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | — | |
| FTI Consulting, Inc. | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 57.17 | | | | 57.17 | |
| Incentive Bonus | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Lazard Freres and Co. LLC | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| De Pardieu Brocas Maffei | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Epiq Bankruptcy Solutions | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Kramer Levin Naftalis | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| Venturity Financial Partners | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Subtotal restructuring disbursements | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 365,945.62 | | | | 365,945.62 | |
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| Total Disbursements | | $ | 4,428.03 | | | $ | 73,247.05 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 140.73 | | | $ | 21,382.91 | | | $ | 105.01 | | | $ | 503,891.37 | | | $ | 603,195.10 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Receipts less disbursements | | $ | 55,819.87 | | | | ($73,247.05 | ) | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | | ($140.73) | | | | ($21,382.91 | ) | | | ($105.01 | ) | | | ($503,884.96 | ) | | | ($542,940.79 | ) |
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| Cash at end of the month | | $ | 72,162,031.00 | | | $ | (14,668,661.08 | ) | | $ | (6,332.90 | ) | | $ | (650.00 | ) | | $ | (650.00 | ) | | $ | (650.00 | ) | | $ | (4,165,506.17 | ) | | $ | 380,255.70 | | | $ | (4,820.71 | ) | | | ($14,297,112.04 | ) | | $ | 39,397,903.80 | |
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| General Notes: |
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| 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. |
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| 2) | | Included in the cash at the end of the month is one restricted letter of credit at Midway Studios — Austin Inc. (MSA) for $24,860. |
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| 3) | | Disbursements reflect when the disbursement accounts are funded rather than when the item clears the bank. |
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| 4) | | Timing of receipts and internal accounting can cause period-end discrepancies in respective intercompany reporting. |
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| 5) | | Because there were no transfers to debtors in possession accounts or estate disbursements made by outside sources, the total disbursements line above will be used to calculate U.S. Trustee quarterly fees. |
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| 6) | | U.S. Trustee quarterly fees are paid by Midway Games Inc. (MGI) on behalf of each Debtor and expenses are allocated based on fees calculated for each Debtor. |
FORM MOR-1
2 of 13
| | |
| In re: | | Case No. 09-10465 et seq. (KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 01/1/10-01/31/10 |
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 January 31, 2010 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. No bank accounts were opened or closed during the reporting period.
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| /s/ Ryan G. O’Desky | | | | 5/4/10 | | |
| | | | Date | | |
| Chief Financial Officer and Treasurer | | | | | | |
FORM MOR-1A
3 of 13
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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| | | |
| In re: | | Case No. 09-10465 (KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 01/01/10-01/31/10 |
MOR-1A: DEBTORS’ BANK ACCOUNTS
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| Debtor | | Bank/Institution | | | Account Number | | | Book Balance | |
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| |
| Midway Home Entertainment Inc. | | Wells Fargo Bank N.A. | | | #583884 | | | $ | 0.00 | |
| Midway Home Entertainment Inc. | | Wells Fargo Bank N.A. | | | #4030110425 | | | $ | 0.00 | |
| Midway Home Entertainment Inc. | | Bank of America | | | #8765261617 | | | $ | 201,289.66 | |
| Midway Home Entertainment Inc. | | Bank of America | | | #8666525641 | | | $ | 33,376.70 | |
| Midway Home Entertainment Inc. | | Bank of America | | | #8188615313 | | | $ | 50,293.37 | |
| Midway Home Entertainment Inc. | | Bank of America | | | #8188615318 | | | $ | 37,865,078.58 | |
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| Midway Amusement Games, LLC | | Bank of America | | | #8765763067 | | | $ | 165,963.69 | |
| Midway Amusement Games, LLC | | Bank of America | | | #8666305125 | | | $ | 55,294.59 | |
| Midway Amusement Games, LLC | | Bank of America | | | #8666018766 | | | $ | 3,292.51 | |
| Midway Amusement Games, LLC | | Wells Fargo Bank N.A. | | | #4030010797 | | | $ | 0.00 | |
| Midway Amusement Games, LLC | | JP Morgan | | | #806021788 | | | $ | 0.00 | |
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| Surreal Software Inc. | | Bank of America | | | #8765216044 | | | $ | 4,169.23 | |
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| Midway Studios — Austin Inc. | | Wells Fargo Bank N.A. | | | #561549 | | | | 24,860 | |
| Midway Studios — Austin Inc. | | Bank of America | | | #8765216049 | | | $ | 39,216.51 | |
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| Midway Studios — Los Angeles Inc. | | Bank of America | | | #8765216063 | | | $ | 2,323.40 | |
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| Midway Games Inc. | | Bank of America | | | #8666302112 | | | $ | 0.00 | |
| Midway Games Inc. | | Bank of America | | | #8765763147 | | | $ | 298,030.25 | |
| Midway Games Inc. | | Bank of America | | | #8666302112 | | | $ | 486,350.95 | |
| Midway Games Inc. | | Bank of America | | | #8188615332 | | | $ | 80.00 | |
The Debtors affirm that no bank accounts were opened in the period.
4 of 13
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| | | |
In re:
Midway Games Inc., et al.,
Debtors | | Case No. 09-10465 (KG)
Jointly Administered
Reporting Period: 01/01/10-01/31/10 |
MOR-1B: SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID
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| | | Period | | | Amount | | | | | | | Check | | Amount Paid | | | Filing to Date | |
| Payee | | Covered | | | Approved | | | Payer | | | Date | | | Number | | Fees | | | Expenses | | | Fees | | | Expenses | |
| Blank Rome LLP 1 | | | 11/01/09-11/30/09 | | | $ | 140,004.04 | | | Midway Games Inc. | | | 01/29/10 | | | CHK: 75037 | | $ | 136,858.40 | | | $ | 3,145.64 | | | $ | 2,160,331.71 | | | $ | 72,468.95 | |
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| Kramer Levin Naftalis 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 232,546.50 | | | $ | 4,786.13 | |
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| Mesirow Financial 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 50,000.00 | | | $ | 0.00 | |
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| Dewey & LeBoeuf LLP 3 | | | 05/01/09-05/31/09 | | | $ | 32,580.82 | | | Midway Games Inc. | | | 01/07/10 | | | CHK: 75002 | | $ | 31,090.00 | | | $ | 1,490.82 | | | | | | | | | |
| Dewey & LeBoeuf LLP 3 | | | 06/01/09-06/30/09 | | | $ | 46,269.38 | | | Midway Games Inc. | | | 01/07/10 | | | CHK: 75002 | | $ | 40,817.50 | | | $ | 5,451.88 | | | | | | | | | |
| Dewey & LeBoeuf LLP 3 | | | 07/01/09-07/31/09 | | | $ | 87,320.09 | | | Midway Games Inc. | | | 01/07/10 | | | CHK: 75002 | | $ | 69,863.25 | | | $ | 17,456.84 | | | | | | | | | |
| Dewey & LeBoeuf LLP 3 | | | 08/01/09-08/19/09 | | | $ | 38,589.12 | | | Midway Games Inc. | | | 01/07/10 | | | CHK: 75002 | | $ | 23,933.50 | | | $ | 14,655.62 | | | $ | 608,963.85 | | | $ | 51,366.96 | |
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| Ernst & Young, LLP 4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 168,823.80 | | | $ | 836.00 | |
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| Milbank, Tweed Hadley & McCIoy LLP 5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 2,366,481.75 | | | $ | 201,848.93 | |
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| Richards, Layton & Finger, P.A. 6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 244,915.00 | | | $ | 30,024.14 | |
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| FTI Consulting, Inc. 7 | | | 09/01/09-10/31/O9 | | | $ | 57.17 | | | Midway Games Inc. | | | 01/07/10 | | | CHK: 75003 | | $ | 0.00 | | | $ | 57.17 | | | $ | 1,465,174.07 | | | $ | 20,500.87 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lazard Freres & Co. LLC 8 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 581,.785.71 | | | $ | 7,890.64 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Huron Consulting Group 9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 94,857.40 | | | $ | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| De Pardieu Brocas Maffei 10 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 9,10.59 | | | $ | 0.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | $ | 302,562.65 | | | $ | 42,257.97 | | | $ | 7,983,090.38 | | | $ | 389,722.62 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| 1 | | Lead bankruptcy counsel for the Debtors |
| |
| 2 | | Lead counsel and financial advisors working on behalf of Thomas Parties |
| |
| 3 | | Special counsel to the independent members of the post-petition Board of Directors of the Debtors |
| |
| 4 | | Independent auditor to the Debtors |
| |
| 5 | | Counsel to the Official Committee of Unsecured Creditors |
| |
| 6 | | Co-counsel to the Official Committee of Unsecured Creditors |
| |
| 7 | | Financial advisor to the Official Committee of Unsecured Creditors |
| |
| 8 | | Investment banker to the Debtors |
| |
| 9 | | Bankruptcy consultants to the Debtors |
| |
| 10 | | Counsel to the Official Committee of Unsecured Creditors |
FORM MOR-1B
5 of 13
| | |
| | | |
| In re: | | Case No. 09-10465 (KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 1/1/10 to 1/31/10 |
MOR-2: STATEMENTS OF OPERATIONS
FOR THE MONTH ENDED JANUARY 31, 2010
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Midway | | Midway | | | | | | | | | | | | | | | | | | |
| | | Midway Home | | Amusement | | Interactive | | Midway Games | | Midway Home | | Midway Sales | | Surreal Software | | Midway Studios — | | Midway Studios — | | | | | | |
| | | Entertainment, Inc. | | Games, LLC | | Inc. | | West Inc. | | Studios Inc. | | Company, LLC | | Inc. | | Austin Inc. | | Los Angeles Inc. | | Midway Games Inc. | | Adjustments and | | |
| 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) | | Total of All Debtors |
| | | |
REVENUES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross sales | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Royalty and other revenue | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Allowances | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | |
| Net revenues | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
COST OF GOODS SOLD | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Product costs and distribution | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Royalties | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Product development costs | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | |
| Total cost of goods sold | | | — | | | | | | | | — | | | | | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | |
| | | |
| Gross profit | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Rent expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 600.00 | | | | — | | | | 600.00 | |
| Insurance | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Payroll and benefits | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 34,716.69 | | | | — | | | | 34,716.69 | |
| All other administrative | | | (3,135.51 | ) | | | 29,894.53 | | | | — | | | | — | | | | — | | | | — | | | | 140.73 | | | | 139.76 | | | | 105.01 | | | | 167,437.05 | | | | — | | | | 194,581.57 | |
| | | |
| Total operating expenses | | | (3,135.51 | ) | | | 29,894.53 | | | | — | | | | — | | | | — | | | | — | | | | 140.73 | | | | 139.76 | | | | 105.01 | | | | 202,753.74 | | | | — | | | | 229,898.26 | |
| Net Profit (Loss) Before Other Income & Expenses | | | 3,135.51 | | | | (29,894.53 | ) | | | — | | | | — | | | | — | | | | — | | | | (140.73 | ) | | | (139.76 | ) | | | (105.01 | ) | | | (202,753.74 | ) | | | — | | | | (229,898.26 | ) |
OTHER INCOME AND EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest income | | | (8,088.69 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (6.41 | ) | | | — | | | | (8,095.10 | ) |
| Interest expense | | | — | | | | 43.33 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 43.33 | |
| Other (income) and expense, net (4) | | | (6,001.64 | ) | | | (6,300.00 | ) | | | — | | | | — | | | | — | | | | | | | | (335.55 | ) | | | — | | | | — | | | | — | | | | — | | | | (12,637.19 | ) |
| | | |
| Income (loss) before reorganization items | | | 17,225.84 | | | | (23,637.86 | ) | | | — | | | | — | | | | — | | | | | | | | 194.82 | | | | (139.76 | ) | | | (105.01 | ) | | | (202,747.33 | ) | | | — | | | | (209,209.30 | ) |
REORGANIZATION ITEMS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Professional fees (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 341,565.35 | | | | — | | | | 341,565.35 | |
| U.S. Trustee quarterly fees (3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,655.00 | | | | — | | | | 4,655.00 | |
| | | |
| Total reorganization expenses | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 346,220.35 | | | | — | | | | 346,220.35 | |
| Provision for income taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | |
| Net income (loss) | | $ | 17,225.84 | | | $ | (23,637.86 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 194.82 | | | $ | (139.76 | ) | | $ | (105.01 | ) | | $ | (548,967.68 | ) | | $ | — | | | $ | (555,429.65 | ) |
| | | |
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 and non-Debtor affiliates had previously allocated common expenses among MGI subsidiaries and capitalized qualifying product development expenses in accordance with U.S. generally accepted accounting principles (GAAP). As a result of the reduced amount of these common expenses and the discontinuation of the capitalization of product development expenses, no amounts were reported in the Adjustments and Allocations column for January 2010. |
| |
| (2) | | Professional Fees, which are paid by MGI, are recorded as expense when incurred. All of these fees represent accruals and have not been paid as of January 31, 2010. 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, $2,413,078 in fees have either been submitted to the Bankruptcy Court for approval or have been approved by the Bankruptcy Court but payment had not yet been made as of January 31, 2010. |
| |
| (3) | | U.S. Trustee Quarterly Fees are estimated and were invoiced and paid in April 2010 for the period from January-March 2010. |
FORM MOR-2
6 of 13
| | |
| In re: | | Case No. 09-10465(KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 1/1/10 to 1/31/10 |
MOR-3: BALANCE SHEETS
January 31, 2010
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Midway | | Midway | | | | | | | | | | Midway | | Midway |
| | | Home | | Amusement | | Midway | | Midway | | Home | | Sales |
| | | Entertainment | | Games, | | Interactive | | Games | | Studios | | Company, |
| | | Inc. | | LLC | | Inc. | | West Inc. | | Inc. | | LLC |
| Case number for individual Debtors | | 09-10467 | | 09-10466 | | 09-10468 | | 09-10472 | | 09-10473 | | 09-10474 |
| | | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
| CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 38,150,038.31 | | | $ | 224,550.79 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Restricted cash | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Receivables, gross | | | 409,666,00 | | | | 67,831.98 | | | | — | | | | — | | | | — | | | | — | |
| Allowances | | | (409,666.00 | ) | | | (67,831.98 | ) | | | — | | | | — | | | | — | | | | — | |
| | | |
| Receivables, net | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Inventories | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Prepaid expenses and other current assets | | | 13,647.00 | | | | 47,660.45 | | | | — | | | | — | | | | — | | | | — | |
| | | |
| TOTAL CURRENT ASSETS | | | 38,163,685.31 | | | | 272,211.24 | | | | — | | | | — | | | | — | | | | — | |
| |
| Property and equipment, net (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Investment in subsidiaries (3) | | | — | | | | — | | | | 29,265,000.00 | | | | (29,265,000.00 | ) | | | — | | | | — | |
| Due from Debtors | | | 240,143,569.78 | | | | 310,077,982.39 | | | | 430,000.00 | | | | 32,428,938.86 | | | | — | | | | — | |
| Due from non-Debtor MGI subsidiaries | | | 195,040.77 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 278,502,295.86 | | | $ | 310,350,193.63 | | | $ | 29,695,000.00 | | | $ | 3,163,938.86 | | | $ | — | | | $ | — | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| LIABILITIES NOT SUBJECT TO COMPROMISE (Post-petition) | | | | | | | | | | | | | | | | |
| Amounts due lo Insiders (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Accounts payable | | | 1,028,803.49 | | | | 90,346.87 | | | | — | | | | — | | | | — | | | | — | |
| Accrued compensation and related benefits (5) | | | 11,779.46 | | | | (39,297.47 | ) | | | — | | | | — | | | | — | | | | — | |
| Accrued royalties | | | 168,188.75 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Accrued selling and marketing | | | 1,355.35 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Deferred revenue | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Current portion of long-term debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Convertible senior notes, less unamortized discount | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Other accrued liabilities | | | 405,159.35 | | | | (347,921.06 | ) | | | — | | | | — | | | | — | | | | — | |
| | | |
| TOTAL POST-PETITION LIABILITIES | | | 1,615,286.40 | | | | (296,871.66 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition) (6) | | | | | | | | | | | | | | | | |
| Secured liabilities | | $ | 1,086.71 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Priority liabilities | | | 409,119.25 | | | | 868,739.94 | | | | — | | | | — | | | | — | | | | — | |
| Non-priority liabilities | | | 245,794,138.85 | | | | 564,106,878.04 | | | | 22,957,000.00 | | | | 48,011,629.43 | | | | — | | | | — | |
| | | |
| TOTAL PRE-PETITION LIABILITIES | | | 246,204,344.81 | | | | 564,975,617.98 | | | | 22,957,000.00 | | | | 48,011,629.43 | | | | — | | | | — | |
| |
| Due to Debtors | | | 12,579,441.37 | | | | 21,904.873.72 | | | | — | | | | — | | | | — | | | | — | |
| Due to non-Debtor MGI subsidiaries | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Deferred income taxes | | | 13,012,498.00 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock | | | 1,000.00 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Additional paid-in capital | | | 1,704,243.52 | | | | — | | | | 2,750,000.00 | | | | (186,000.00 | ) | | | — | | | | — | |
| Retained earnings (accumulated deficit) | | | 3,385,481.76 | | | | (276,233,426.41 | ) | | | 3,988,000.00 | | | | (44,661,690.57 | ) | | | — | | | | — | |
| Postpetition contributions (distributions) (draws) (5) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Treasury stock | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | |
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | | | 5,090,725.28 | | | | (276,233,426.41 | ) | | | 6,738,000.00 | | | | (44,847,690.57 | ) | | | — | | | | — | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | $ | 278,502,295.86 | | | $ | 310,350,193.63 | | | $ | 29,695,000.00 | | | $ | 3,163,938.86 | | | $ | — | | | $ | — | |
| | | |
7 of 13
| | |
| In re: | | Case No. 09-10465(KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 1/1/10 to 1/31/10 |
MOR-3: BALANCE SHEETS (continued)
January 31, 2010
| | | | | | | | | | | | | | | | | | | | | |
| | | Surreal Software | | Midway Studios — | | Midway Studios — | | Midway Games | | |
| | | Inc. | | Austin Inc. | | Los Angeles Inc. | | Inc. | | Total of All Debtors |
| Case number for individunl Debtors | | 09-10469 | | 09-10470 | | 09-10471 | | 09-10465 | | (1) |
| | | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
| CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 4,169.23 | | | $ | 39,216.51 | | | $ | 2,323.40 | | | $ | 784,461.20 | | | $ | 39,204,759.44 | |
| Restricted cash | | | — | | | | — | | | | — | | | | 24,860.00 | | | | 24,860.00 | |
| Receivables, gross | | | — | | | | — | | | | — | | | | — | | | | 477,497.98 | |
| Allowances | | | — | | | | — | | | | — | | | | — | | | | (477,497.98 | ) |
| | | |
| Receivables, net | | | — | | | | — | | | | — | | | | — | | | | — | |
| Inventories | | | — | | | | — | | | | — | | | | — | | | | — | |
| Prepaid expenses and other current assets | | | — | | | | — | | | | — | | | | 1,200.00 | | | | 62,507.45 | |
| | | |
TOTAL CURRENT ASSETS | | | 4,169.23 | | | | 39,216.51 | | | | 2,323.40 | | | | 810,521.20 | | | | 39,292,126.89 | |
| | | | | | | | | | | | | | | | | | | | | |
| Property and equipment, net (2) | | | — | | | | — | | | | — | | | | — | | | | — | |
| Investment in subsidiaries (3) | | | — | | | | — | | | | — | | | | 21,472,773.11 | | | | 21,472,773.11 | |
| Due from Debtors | | | — | | | | 253,368.44 | | | | 156,098.20 | | | | 659,635,257.78 | | | | 1,243,125,215.45 | |
| Due from non-Debtor MGI subsidiaries | | | — | | | | — | | | | — | | | | 3,798,333.69 | | | | 3,993,374.46 | |
| | | |
TOTAL ASSETS | | $ | 4,169.23 | | | $ | 292,584.95 | | | $ | 158,421.60 | | | $ | 685,716,885.78 | | | $ | 1,307,883,489.91 | |
| | | |
| | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| LIABILITIES NOT SUBJECT TO COMPROMISE (Post-petition) | | | | | | | | | | | | | | | | | | | | |
| Amounts due to Insiders (4) | | | — | | | | — | | | | — | | | | — | | | | — | |
| Accounts payable | | | 10,980.05 | | | | 68,997.05 | | | | (2,906.34 | ) | | | (43,806.95 | ) | | | 1,152,414.17 | |
| Accrued compensation and related benefits (5) | | | 11,216.52 | | | | (16,561.86 | ) | | | (5,894.61 | ) | | | 4,891.20 | | | | (33,866.76 | ) |
| Accrued royalties | | | — | | | | — | | | | — | | | | — | | | | 168,188.75 | |
| Accrued selling and marketing | | | — | | | | — | | | | — | | | | — | | | | 1,355.35 | |
| Deferred revenue | | | — | | | | — | | | | — | | | | — | | | | — | |
| Current portion of long-term debt | | | — | | | | — | | | | — | | | | — | | | | — | |
| Convertible senior notes, less unamortized discount | | | — | | | | — | | | | — | | | | — | | | | — | |
| Other accrued liabilities | | | (16,103.22 | ) | | | 113,621.75 | | | | 11,871.31 | | | | 3,442,424.96 | | | | 3,609,053.09 | |
| | | |
| TOTAL POST-PETITION LIABILITIES | | | 6,093.35 | | | | 166,056.94 | | | | 3,070.36 | | | | 3,403,509.21 | | | | 4,897,144.60 | |
| | | | | | | | | | | | | | | | | | | | | |
| LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition) (6) | | | | | | | | | | | | | | | | | | | | |
| Secured liabilities | | $ | — | | | $ | 4,029.62 | | | $ | — | | | $ | — | | | $ | 5,116.33 | |
| Priority liabilities | | | 172,202.55 | | | | 47,932.43 | | | | 4,884.62 | | | | 228,056.03 | | | | 1,730,934.82 | |
| Non-priority liabilities | | | 49,191,595.71 | | | | 64,740,369.34 | | | | 30,531,064.78 | | | | 338,089,036.87 | | | | 1,363,421,713.02 | |
| | | |
| TOTAL PRE-PETITION LIABILITIES | | | 49,363,798.26 | | | | 64,792,331.39 | | | | 30,535,949.40 | | | | 338,317,092.90 | | | | 1,365,157,764.17 | |
| | | | | | | | | | | | | | | | | | | | | |
| Due to Debtors | | | 3,718,126.01 | | | | 725,934.94 | | | | 32,792.16 | | | | 42,335,144.33 | | | | 81,296,312.53 | |
| Due to non-Debtor MGI subsidiaries | | | — | | | | — | | | | — | | | | — | | | | — | |
| Deferred income taxes | | | — | | | | — | | | | — | | | | — | | | | 13,012,498.00 | |
| | | | | | | | | | | | | | | | | | | | | |
| STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | |
| Common stock | | | — | | | | — | | | | — | | | | 935,403.55 | | | | 936,403.55 | |
| Additional paid-in capital | | | 4,187,009.00 | | | | 2,575,167.27 | | | | 3,594,163.08 | | | | 522,497,846.03 | | | | 537,122,428.90 | |
| Retained earnings (accumulated deficit) | | | (57,270,857.39 | ) | | | (67,966,905.59 | ) | | | (34,007,553.40 | ) | | | (211,989,075.47 | ) | | | (684,756,027.07 | ) |
| Postpetition contributions (distributions) (draws) (5) | | | — | | | | — | | | | — | | | | — | | | | — | |
| Treasury stock | | | — | | | | — | | | | — | | | | (9,783,034.77 | ) | | | (9,783,034.77 | ) |
| | | |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | | | (53,083,848.39 | ) | | | (65,391,738.32 | ) | | | (30,413,390.32 | ) | | | 301,661,139.34 | | | | (156,480,229.39 | ) |
| | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | $ | 4,169.23 | | | $ | 292,584.95 | | | $ | 158,421.60 | | | $ | 685,716,885.78 | | | $ | 1,307,883,489.91 | |
| | | |
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| | |
| In re: | | Case No. 09-10465(KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 1/1/10 to 1/31/10 |
MOR-3: BALANCE SHEETS
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 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) | | As a result of the sales of assets to WBEI and THQ Inc., the remaining fixed assets of the Debtors except for those being used at its corporate offices (recorded at MGI) were determined to have a value of zero; therefore, these balances have been written down to zero. |
| |
| (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 are 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 January 31, 2010. |
| |
| (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. Certain amounts have been paid post-petition related to these pre-petition amounts owed. The accruals for paid time off fluctuate based on employees’ usage of paid time off earned. Similarly, the liability for paid time off for MGI employees is recorded by Midway Amusement Games, LLC (MAG), but is reported as a pre-petition liability by MGL. In both of these instances, accrued compensation and related benefits reported by the Debtor entities that incurred the liability have been reduced by these amounts. The accrued compensation and benefits amounts owed to employees who were hired by WBEI and THQ Inc. in connection with those asset sales have been removed from the books as these amounts are now the responsibility of the purchasers. |
| |
| (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. |
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| | |
| | | |
| In re: | | Case No. 09-10465 et seq. (KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 01/1/10-01/31/10 |
MOR-4: DECLARATION REGARDING THE STATUS OF POSTPETITION TAXES
FOR THE REPORTING PERIOD ENDED January 31, 2010
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
| | | | | |
| | | |
| 5/4/10 | /s/ Ryan G. O’Desky | |
| Date | Ryan G. O’Desky | |
| Chicago, Illinois | Chief Financial Officer and Treasurer | |
| |
| | |
| 1 | | The Debtors use Paychoice, a third party payroll processor, for the remittance of payroll taxes. Paychoice 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
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| | |
| | | |
| In re: | | Case No. 09-10465 (KG) |
| Midway Games Inc., et al., | | Jointly Administered |
| Debtors | | Reporting Period: 01/01/10-01/31/10 |
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 | | $ | 8,962.01 | | | $ | 16,848.95 | | | $ | 0.00 | | | $ | 12,630.00 | | | $ | 134,056.37 | | | $ | 172,497.33 | |
| Professional Fees 1 | | $ | 0.00 | | | $ | 50,442.15 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 57,344.35 | | | $ | 107,786.50 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Postpetition Accounts Payable | | $ | 8,962.01 | | | $ | 67,291.10 | | | $ | 0.00 | | | $ | 12,630.00 | | | $ | 191,400.72 | | | $ | 280,283.83 | |
| | | | | | | | | | | | | | | | | | | |
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 include any accruals for invoices not yet received or approved which may be included in accounts payable on the balance sheet.
| 1) | | Includes $34,216.60 to Blank Rome LLP, $16,227.55 to Venturity Financial Partners, $35,000.00 to FD-Ashton Partners, and $22,344.35 to Huron Consulting for Restructuring Professional Fees not included on MOR-1b because the Debtors were not yet authorized to pay these amounts. |
FORM MOR-4
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| | |
| | | |
| In re: | | Case No. 09-10465 (KG) |
| Midway Games Inc., et. al., | | Jointly Administered |
| Debtors | | Reporting Period: 01/01/10 - 01/31/10 |
MOR-5: ACCOUNTS RECEIVABLE RECONCILATION AND AGING
| | | | | |
| ACCOUNTS RECEIVABLE RECONCILATION | | Amount |
| Total trade accounts receivable at the beginning of the reporting period | | $ | 409,666.00 | |
| + Amounts billed during the period | | | — | |
| - Amounts collected and adjusted during the period | | $ | 0.00 | |
| Total trade accounts receivable at the end of the reporting period | | $ | 409,666.00 | |
| | | | | |
| ACCOUNTS RECEIVABLE AGING | | Amount |
| 0 - 30 days old | | $ | 0.00 | |
| 31 - 60 days old | | | 0.00 | |
| 61 - 90 days old | | | — | |
| 90 + days old | | $ | 409,666.00 | |
| Total trade accounts receivable | | $ | 409,666.00 | |
| Royalty receivables | | | 67,831.98 | |
| Other receivables | | | — | |
| Allowance for doubtful accounts | | | (477,497.98 | ) |
| Net receivables | | $ | 0.00 | |
| | |
| General 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. |
| |
| 5) | | All trade accounts receivable from customers with invoiced amounts outstanding, net of discounts and allowances, were sold to Warner Bros. Entertainment Inc. on July 10, 2009. The remaining trade accounts receivable amounts relate to customers for which only credit memos and/or outstanding price protection remained that had not been previously applied to invoices. |
| |
| | | All customer credits were moved to current liabilities in October 2009. |
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 — see (1) below and Exhibit A | | |
| | | | | | | |
| 2. | | Have any funds been disbursed from any other account than a debtor in possession 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 opened 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 Local Rule 4001-3. | | | | X |
| | |
| (1) | | Property, plant and equipment and other miscellaneous assets previously used by certain of the Debtors were sold pursuant to the Court’s de minimus asset sale order during January 2010 for a total of $6,126.00 in cash. See attached detail for these sales. These assets were no longer usable by the Debtors. |
FORM MOR-5
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| | |
| | | |
| In re: | | Case No. 09-10465 (KG) |
| Midway Games Inc., et. al., | | Jointly Administered |
| Debtors | | Reporting Period: 01/01/10 - 01/31/10 |
MOR-5: ACCOUNTS RECEIVABLE RECONCILATION AND AGING
EXHIBIT A — ASSET SALES DETAIL
| | | | | | | | | |
| | | | | | | AMOUNT OF |
| PURCHASER / ADDRESS | | SALE DATE | | ASSETS SOLD (QUANTITY) | | CASH RECEIVED |
| | | | | | | | | |
| Chris Bartholomew | | 1/7/2010 | | Office Supplies & Equipment | | $ | 30.00 | |
| | | | | | | | | |
| Chris Bartholomew | | 1/7/2010 | | Office Supplies & Equipment | | $ | 80.00 | |
| | | | | | | | | |
| Melissa Hertle | | 1/7/2010 | | Office Supplies & Equipment | | $ | 60.00 | |
| | | | | | | | | |
| Sarah Beck | | 1/7/2010 | | Office Supplies & Equipment | | $ | 30.00 | |
| | | | | | | | | |
| Brian Eddy | | 1/7/2010 | | Office Supplies & Equipment | | $ | 1.00 | |
| | | | | | | | | |
| Liquid 8 Technologies | | 1/25/2010 | | Office Supplies & Equipment | | $ | 2,425.00 | |
| | | | | | | | | |
| Epic Games | | 1/25/2010 | | Office Supplies & Equipment | | $ | 3,500.00 | |
| | | | | | | | | |
| Total of all sales | | | | | | $ | 6,126.00 | |
| | |
| Notes |
| |
| 1) | | Amounts paid were a single amount for all items purchased and were not assigned values per item. |
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