Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MONTHLY OPERATING REPORT*
Required Documents | | Form No. | | Document Attached | | Explanation Attached | | Affidavit or Supplement Attached |
Schedule of Cash Receipts and Disbursements | | MOR-1 | | ü | | | | |
Bank Reconciliation (or copies of debtor's bank reconciliations) | | MOR-1a | | ü | | | | ü |
Schedule of Professional Fees Paid | | MOR-1b | | ü | | | | |
Copies of bank statements | | | | | | | | ü |
Cash disbursements journals | | | | | | | | ü |
Statement of Operations | | MOR-2 | | ü | | | | ü |
Balance Sheet | | MOR-3 | | ü | | | | |
Status of Postpetition Taxes | | MOR-4 | | ü | | | | ü |
Copies of IRS Form 6123 or payment receipt | | | | | | | | ü |
Copies of tax returns filed during reporting period | | | | | | | | ü |
Summary of Unpaid Postpetition Debts | | MOR-4 | | ü | | | | |
Listing of aged accounts payable | | MOR-4 | | | | ü | | |
Accounts Receivable Reconciliation and Aging | | MOR-5 | | ü | | | | |
Debtor Questionnaire | | MOR-5 | | ü | | | | |
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
/s/ David E. Jorden | | | June 3, 2016 |
Signature of authorized individual | | | Date |
| | | |
David E. Jorden | | | Acting CEO and Acting CFO |
Printed name of authorized individual | | | Title of authorized individual |
* The information contained herein is provided as required by the Office of the United States Trustee. This Monthly Operating Report has been prepared based on information available to the Debtor as of the ending date in the reporting period shown above, and such information may be incomplete in certain respects. All information contained herein is unaudited and subject to future adjustments, which could be material. Nothing contained in this Monthly Operating Report shall constitute a waiver of any of the Debtor's rights or an admission with respect to its Chapter 11 proceedings. The Debtor reserves all rights to amend, modify or supplement this Monthly Operating Report.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MOR-1
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS1
| | BANK ACCOUNTS | | | CURRENT PERIOD | | | FILING TO DATE | |
| | Business checking (Capital One) | | | Business money market (Capital One) | | | Certificate of deposit (Capital One) | | | Business money market (Capital One) | | | Business checking Class 4 (Capital One) | | | Cash reserves (Fidelity) | | | ACTUAL | | | PROJECTED2 | | | ACTUAL | | | PROJECTED3 | |
Account number ending in | | 0542 | | | 9462 | | | 4101 | | | 6936 | | | 3928 | | | 2370 | | | | | | | | | | | | | |
Beginning cash balance | | | 679,991 | | | | 361 | | | | 53,427 | | | | - | | | | - | | | | 0 | | | | 733,779 | | | | 634,435 | | | | 91,158 | | | | 91,158 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RECEIPTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue collections | | | 290,750 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 290,750 | | | | 164,800 | | | | 553,470 | | | | 427,520 | |
Loans and advances | | | 3,250,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,250,000 | | | | 3,250,000 | | | | 5,750,000 | | | | 5,750,000 | |
Sweeps from / (to) other accounts | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Transfers from other accounts | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Proceeds from sale of assets | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Proceeds from capital raise | | | - | | | | - | | | | - | | | | 5,212,375 | | | | 2,250,250 | | | | - | | | | 7,462,625 | | | | - | | | | 7,462,625 | | | | - | |
Other collections | | | - | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 0 | | | | - | | | | 6,199 | | | | 6,199 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL RECEIPTS | | | 3,540,750 | | | | 0 | | | | - | | | | 5,212,375 | | | | 2,250,250 | | | | - | | | | 11,003,375 | | | | 3,414,800 | | | | 13,772,294 | | | | 6,183,719 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DISBURSEMENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Payroll and payroll taxes | | | 237,226 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 237,226 | | | | 235,553 | | | | 578,912 | | | | 811,347 | |
Sales commissions | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 30,000 | | | | 13,730 | | | | 64,410 | |
Employee benefits | | | 5,757 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 5,757 | | | | 44,643 | | | | 38,210 | | | | 105,994 | |
Employee travel and entertainment | | | 28,941 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 28,941 | | | | 53,789 | | | | 55,291 | | | | 99,710 | |
Research and development services | | | 530 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 530 | | | | 52,577 | | | | 530 | | | | 52,577 | |
Inventory purchases | | | 22,251 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 22,251 | | | | 66,136 | | | | 30,835 | | | | 152,026 | |
Outside services | | | 13,626 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 13,626 | | | | 22,435 | | | | 24,156 | | | | 48,602 | |
Marketing expense | | | 14,860 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 14,860 | | | | 61,323 | | | | 14,860 | | | | 61,323 | |
Reimbursement expense | | | 19,300 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 19,300 | | | | 52,896 | | | | 19,300 | | | | 55,757 | |
Investor relations | | | 550 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 550 | | | | 7,801 | | | | 550 | | | | 9,083 | |
Insurances | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 47,187 | | | | 62,675 | |
Information technology | | | 36,414 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 36,414 | | | | 8,957 | | | | 36,414 | | | | 65,255 | |
Supplies | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 24,302 | | | | - | | | | 24,302 | |
Utilities | | | 4,366 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 4,366 | | | | 3,245 | | | | 4,526 | | | | 11,697 | |
Licensing fees | | | 900 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 900 | | | | 3,069 | | | | 900 | | | | 3,940 | |
Professional fees, ordinary course | | | 31,097 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 31,097 | | | | 72,378 | | | | 31,097 | | | | 94,826 | |
Board of Directors fees | | | 48,737 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 48,737 | | | | 17,425 | | | | 48,737 | | | | 17,425 | |
Excise taxes | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 20,935 | | | | 5,692 | | | | 26,628 | |
All other operating disbursements | | | 160,503 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 160,503 | | | | 73,426 | | | | 187,824 | | | | 249,891 | |
Bank fees | | | 1,384 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,384 | | | | 5,000 | | | | 1,969 | | | | 6,216 | |
Income and business taxes | | | 20,650 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 20,650 | | | | 29,570 | | | | 29,543 | | | | 41,729 | |
Interest, DIP loan new money | | | 78,822 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 78,822 | | | | 32,885 | | | | 78,822 | | | | 32,885 | |
Interest, DIP loan pre-petition roll-up | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Fees, DIP loan | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 67,500 | | | | 67,500 | |
Professional fees, restructuring | | | 579,375 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 579,375 | | | | 448,187 | | | | 749,376 | | | | 1,011,177 | |
U.S. Trustee fees | | | 9,750 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 9,750 | | | | 9,750 | | | | 9,750 | | | | 9,750 | |
Transaction fees | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Vendor deposits | | | 15,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 15,000 | | | | 15,000 | | | | 45,000 | | | | 70,000 | |
Critical-vendor payments | | | 36,774 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 36,774 | | | | 66,294 | | | | 263,265 | | | | 426,491 | |
Priority claims | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
KEIP/KERP | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
All other (sources) / uses | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Transfers to other accounts | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL DISBURSEMENTS | | | 1,366,811 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,366,811 | | | | 1,457,575 | | | | 2,383,976 | | | | 3,683,216 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NET CASH FLOW | | | 2,173,939 | | | | 0 | | | | - | | | | 5,212,375 | | | | 2,250,250 | | | | - | | | | 9,636,564 | | | | 1,957,225 | | | | 11,388,317 | | | | 2,500,503 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending cash balance | | $ | 2,853,930 | | | $ | 362 | | | $ | 53,427 | | | $ | 5,212,375 | | | $ | 2,250,250 | | | $ | 0 | | | $ | 10,370,343 | | | $ | 2,591,660 | | | $ | 11,479,475 | | | $ | 2,591,660 | |
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES | | | | |
TOTAL DISBURSEMENTS (April 1, 2016 through May 5, 2016) | | | 1,366,811 | |
SUBTRACT: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS | | | 0 | |
ADD: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts) | | | 0 | |
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES | | | 1,366,811 | |
1. The accounting systems are not primarily designed to produce reports that are consistent with the requirements of the Office of the United States Trustee. The numbers presented in the cash flow are subject to change as additional information is made available. The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustments.
2. The figures in the Projected column reflect the DIP Budget exhibited in the Notice of Filing of Revised Budget entered on April 24, 2016.
3. The figures in the Projected column reflect the sum of actual results from the filing to date through March 31, 2016, and the DIP Budget exhibited in the Notice of Filing of Revised Budget as mentioned above from April 1 through May 5, 2016.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MOR-1a
BANK ACCOUNTS1
Bank name | | Account type | | Account number | | Period-end bank balance | |
Capital One Bank (USA) N.A. | | Business checking | | ending in 0542 | | | 2,942,432.12 | |
Capital One Bank (USA) N.A. | | Business money market | | ending in 9462 | | | 361.54 | |
Capital One Bank (USA) N.A. | | Certificate of deposit for Maryland Board of Pharmacy | | ending in 4101 | | | 53,462.87 | |
Capital One Bank (USA) N.A. | | Business money market | | ending in 6936 | | | 5,212,375.00 | |
Capital One Bank (USA) N.A. | | Business checking - Class 4 account | | ending in 6928 | | | 2,250,250.00 | |
FMR LLC (Fidelity)2 | | Cash reserves | | ending in 2370 | | | 0.15 | |
| | | | | | | | |
TOTAL BANK BALANCE | | | | | | | 10,458,881.68 | |
1. An attestation regarding the Debtor's bank statements and bank-account reconciliations follows this schedule.
2. In accordance with the request of the Office of the United States Trustee, the Debtor requested this account to be closed on Tuesday, March 8, 2016.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MOR-1a
ATTESTATION REGARDING BANK ACCOUNTS
The above-captioned Debtor hereby submits this attestation regarding disbursement journals and bank-account reconciliations in lieu of providing copies of bank statements and account reconciliations.
I attest that each of the bank accounts listed in the preceding schedule is reconciled to monthly bank statements. The Debtor's standard practice is to ensure that each bank account is reconciled to monthly bank statements for each calendar month within 20 days after month end.
/s/ David E. Jorden | | June 3, 2016 |
Signature of authorized individual | | Date |
| | |
David E. Jorden | | Acting CEO and Acting CFO |
Printed name of authorized individual | | Title of authorized individual |
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MOR-1b
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID
This schedule is to include all retained professional payments from case inception to current month.
| | | | | Amount | | | | | Check | | Period amount paid | | | Case-to-date amount paid | |
Payee | | Period covered | | | approved | | | Payor | | #/EFT | | | Date paid | | Fees | | | Expenses | | | Fees | | | Expenses | |
Winter Harbor LLC | | | 3/28/16 - 4/3/16 | | | | 28,551.19 | | | Nuo Therapeutics, Inc. | | | EFT | | | 4/8/2016 | | | 26,289.00 | | | | 2,262.19 | | | | | | | | | |
Winter Harbor LLC | | | 4/4/16 - 4/10/16 | | | | 9,287.28 | | | Nuo Therapeutics, Inc. | | | EFT | | | 4/12/2016 | | | 8,149.00 | | | | 1,138.28 | | | | | | | | | |
Winter Harbor LLC | | | 4/11/16 - 4/17/16 | | | | 16,050.00 | | | Nuo Therapeutics, Inc. | | | EFT | | | 5/5/2016 | | | 14,757.00 | | | | 1,293.00 | | | | | | | | | |
Winter Harbor LLC | | | 4/18/16 - 4/24/16 | | | | 22,045.00 | | | Nuo Therapeutics, Inc. | | | EFT | | | 5/5/2016 | | | 19,724.50 | | | | 2,320.50 | | | | | | | | | |
Winter Harbor LLC | | | 4/25/16 - 5/1/16 | | | | 20,356.38 | | | Nuo Therapeutics, Inc. | | | EFT | | | 5/5/2016 | | | 17,816.50 | | | | 2,539.88 | | | | | | | | | |
| | | | | | | 96,289.85 | | | | | | | | | | | | 86,736.00 | | | | 9,553.85 | | | | 435,383.00 | | | | 31,398.29 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dentons US LLP | | | 1/26/16 - 2/29/16 | | | | 268,298.40 | | | Nuo Therapeutics, Inc. | | | EFT | | | 4/22/2016 | | | 266,260.60 | | | | 2,037.80 | | | | 266,260.60 | | | | 2,037.80 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ashby & Geddes, P.A. | | | 1/26/16 - 2/29/16 | | | | 76,072.39 | | | Nuo Therapeutics, Inc. | | | EFT | | | 4/13/2016 | | | 71,338.80 | | | | 4,733.59 | | | | 71,338.80 | | | | 4,733.59 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gordian Group, LLC | | | 1/26/16 - 2/29/16 | | | | 51,964.32 | | | Nuo Therapeutics, Inc. | | | EFT | | | 4/27/2016 | | | 50,000.00 | | | | 1,964.32 | | | | 50,000.00 | | | | 1,964.32 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Epiq Bankruptcy Solutions, LLC | | | 3/1/16 - 3/31/16 | | | | 61,660.00 | | | Nuo Therapeutics, Inc. | | | EFT | | | 4/13/2016 | | | 24,149.18 | | | | 37,510.82 | | | | 51,120.59 | | | | 81,310.82 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pepper Hamilton LLP | | | None | | | | - | | | Nuo Therapeutics, Inc. | | | None | | | None | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Robbins, Salomon & Patt, Ltd. | | | None | | | | - | | | Nuo Therapeutics, Inc. | | | None | | | None | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 554,284.96 | | | | | | | | | | | | 498,484.58 | | | | 55,800.38 | | | | 874,102.99 | | | | 121,444.82 | |
Professional | | Role | | Notes |
Winter Harbor LLC | | Debtor's Chief Restructuring Officer and additional personnel | | |
Dentons US LLP | | Debtor's counsel, lead | | |
Ashby & Geddes, P.A. | | Debtor's counsel, local | | |
Gordian Group, LLC | | Debtor's investment banker and related services | | |
Epiq Bankruptcy Solutions, LLC | | Debtor's noticing, claims and balloting agent | | |
Pepper Hamilton LLP | | Counsel to the Official Committee of Unsecured Creditors | | |
Robbins, Salomon & Patt, Ltd. | | Counsel to the Ad Hoc Equity Committee | | |
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MOR-2
STATEMENT OF OPERATIONS (UNAUDITED)1
Line item | | Current period | | | Filing to date | |
| | | | | | | | |
Revenue | | | | | | | | |
Sales, Aurix | | | 95,160 | | | | 258,830 | |
Sales, Angel | | | 232,691 | | | | 287,154 | |
Royalties | | | 165,016 | | | | 462,379 | |
License fees | | | 38,940 | | | | 111,411 | |
Other sales | | | - | | | | - | |
| | | | | | | | |
Total revenue | | | 531,807 | | | | 1,119,775 | |
| | | | | | | | |
Cost of sales | | | | | | | | |
Cost of goods sold, Aurix | | | 50,024 | | | | 168,818 | |
Cost of goods sold, Angel | | | 206,554 | | | | 303,592 | |
Cost of royalties | | | 15,194 | | | | 43,470 | |
Cost of license fees | | | - | | | | (313 | ) |
Other cost of sales | | | 70 | | | | 8,559 | |
| | | | | | | | |
Total cost of sales | | | 271,842 | | | | 524,126 | |
| | | | | | | | |
Gross profit | | | 259,965 | | | | 595,649 | |
| | | | | | | | |
Operating expenses | | | | | | | | |
Employee compensation and benefits | | | 641,064 | | | | 1,271,053 | |
Insurance | | | 32,704 | | | | 88,196 | |
Rent | | | 50,992 | | | | 91,462 | |
Travel and entertainment | | | 54,023 | | | | 90,426 | |
Depreciation and amortization | | | 45,096 | | | | 129,035 | |
Selling and marketing expense | | | 9,460 | | | | 76,819 | |
Research and development expense | | | 109,277 | | | | 245,085 | |
Professional fees | | | 78,969 | | | | 178,851 | |
Board of Directors fees | | | 15,417 | | | | 48,737 | |
Other operating expenses2 | | | 56,716 | | | | 187,475 | |
| | | | | | | | |
Total operating expenses | | | 1,093,718 | | | | 2,407,139 | |
| | | | | | | | |
Operating profit | | | (833,753 | ) | | | (1,811,490 | ) |
| | | | | | | | |
Non-operating expenses | | | | | | | | |
Interest expense / (income) | | | 266,245 | | | | 774,036 | |
Reorganization expense / (income)2 | | | 746,610 | | | | 2,830,546 | |
Loss / (gain) on asset disposal | | | - | | | | - | |
Other non-operating expense / (income) | | | (2,527 | ) | | | (2,527 | ) |
Income-tax expense | | | - | | | | 4,896 | |
| | | | | | | | |
Total non-operating expenses | | | 1,010,328 | | | | 3,606,951 | |
| | | | | | | | |
NET INCOME | | | (1,844,081 | ) | | | (5,418,441 | ) |
1. The accounting systems are not primarily designed to produce reports that are consistent with the requirements of the Office of the United States Trustee. The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustments.
2. See the continuation sheet following Schedule MOR-2 for additional detail regarding these line items.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MOR-2 CONTINUATION SHEET
STATEMENT OF OPERATIONS (UNAUDITED)1
Line item | | Current period | | | Filing to date | |
| | | | | | | | |
Other operating expenses | | | | | | | | |
Other services | | | 918 | | | | 1,344 | |
Investor services | | | 8,713 | | | | 13,854 | |
Information technology | | | 14,653 | | | | 42,774 | |
Temporary labor | | | - | | | | - | |
Repairs and maintenance | | | 250 | | | | 250 | |
Supplies | | | 703 | | | | 1,242 | |
Office expense | | | 9,263 | | | | (5,471 | ) |
State and local taxes | | | 9,205 | | | | 24,878 | |
Business-development expense | | | - | | | | - | |
Bad-debt expense | | | - | | | | (5,535 | ) |
Dues, subscriptions and fees | | | 12,197 | | | | 112,833 | |
Miscellaneous expense | | | 814 | | | | 1,306 | |
| | | | | | | | |
Total other operating expenses | | | 56,716 | | | | 187,475 | |
| | | | | | | | |
Reorganization expense / (income)2 | | | | | | | | |
Professional fees, Debtor's Chief Restructuring Officer | | | 82,536 | | | | 480,085 | |
Professional fees, Debtor's counsel, lead | | | 503,714 | | | | 1,280,458 | |
Professional fees, Debtor's counsel, local | | | 57,707 | | | | 229,983 | |
Professional fees, Debtor's investment banker and related services3 | | | (105,000 | ) | | | 6,826 | |
Professional fees, Debtor's claims and noticing agent | | | 99,195 | | | | 231,627 | |
Professional fees, DIP lender's counsel, lead and local | | | - | | | | 140,109 | |
Professional fees, Unsecured Creditors' Committee counsel | | | 52,208 | | | | 310,208 | |
Professional fees, Ad Hoc Equity Committee counsel | | | 50,000 | | | | 135,000 | |
U.S. Trustee fees | | | 6,250 | | | | 16,250 | |
| | | | | | | | |
Total reorganization expense | | | 746,610 | | | | 2,830,546 | |
1. The accounting systems are not primarily designed to produce reports that are consistent with the requirements of the Office of the United States Trustee. The numbers presented in this schedule are subject to change as additional information is made available. The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustments.
2. Several of these expenses are estimated in the case where invoices have not been received.
3. The credit to this account represents post-petition accruals reclassified to the additional paid-in capital balance-sheet account.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MOR-3
BALANCE SHEET (UNAUDITED)1
Line item | | Current period | | | As of petition date | |
| | | | | | | | |
ASSETS | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | | 10,370,343 | | | | 94,558 | |
Accounts receivable | | | 671,249 | | | | 1,237,057 | |
Intercompany receivable | | | 14,821,589 | | | | 14,593,348 | |
Other receivables | | | 959,250 | | | | 474,489 | |
Inventory | | | 187,152 | | | | 254,764 | |
Deposits | | | 382,227 | | | | 478,564 | |
Prepaid expenses | | | 566,856 | | | | 727,665 | |
Deferred costs, current portion | | | 1,091,387 | | | | 1,091,387 | |
| | | | | | | | |
Total current assets | | | 29,050,052 | | | | 18,951,831 | |
| | | | | | | | |
Property, plant and equipment2 | | | | | | | | |
Angel machines | | | 225,493 | | | | 225,493 | |
Aurix centrifuges | | | 924,970 | | | | 924,970 | |
Computer and office equipment | | | 113,842 | | | | 113,842 | |
Furniture and fixtures | | | 40,849 | | | | 40,849 | |
Production equipment | | | 307,851 | | | | 307,851 | |
Leasehold improvements | | | 32,131 | | | | 32,131 | |
Software | | | 523,571 | | | | 523,571 | |
Less: Accumulated depreciation | | | (1,263,377 | ) | | | (1,119,749 | ) |
| | | | | | | | |
Net property, plant and equipment | | | 905,331 | | | | 1,048,959 | |
| | | | | | | | |
Other assets | | | | | | | | |
Deferred costs, long-term portion | | | 2,077,154 | | | | 2,379,339 | |
Investment, Aldagen2 | | | 31,753,381 | | | | 31,753,381 | |
Intangible assets, net of accumulated amortization2 | | | 1,756,177 | | | | 1,830,059 | |
Other long-term assets | | | 18,361 | | | | 11,986 | |
| | | | | | | | |
Total other assets | | | 35,605,073 | | | | 35,974,765 | |
| | | | | | | | |
TOTAL ASSETS | | | 65,560,457 | | | | 55,975,555 | |
| | | | | | | | |
LIABILITIES AND OWNERS' EQUITY | | | | | | | | |
Liabilities not subject to compromise | | | | | | | | |
Accounts payable | | | 1,803,929 | | | | - | |
Accrued compensation and benefits | | | 411,749 | | | | - | |
Accrued expenses | | | 890,409 | | | | - | |
Accrued taxes | | | 42,243 | | | | - | |
Accrued interest | | | 415 | | | | - | |
Customer deposits | | | 95,610 | | | | - | |
Debtor-in-possession financing | | | 5,750,000 | | | | - | |
Convertible debt, net of original issue discount | | | - | | | | - | |
Deferred revenue | | | 899,921 | | | | - | |
Derivative liabilities | | | - | | | | - | |
Other long-term liabilities | | | 377,222 | | | | - | |
| | | | | | | | |
Total liabilities not subject to compromise | | | 10,271,499 | | | | - | |
| | | | | | | | |
Liabilities subject to compromise3 | | | | | | | | |
Accounts payable | | | 1,363,431 | | | | 2,293,463 | |
Accrued compensation and benefits | | | 880,158 | | | | 950,283 | |
Accrued expenses | | | 964,404 | | | | 735,733 | |
Accrued taxes | | | 5,243 | | | | 50,352 | |
Accrued interest | | | 4,529,645 | | | | 4,529,645 | |
Customer deposits | | | - | | | | 329,145 | |
Debtor-in-possession financing | | | - | | | | - | |
Convertible debt, net of original issue discount | | | 1,306,238 | | | | 981,554 | |
Deferred revenue | | | - | | | | 1,072,103 | |
Derivative liabilities | | | 2,597,930 | | | | 2,597,930 | |
Other long-term liabilities | | | - | | | | 207,892 | |
| | | | | | | | |
Total liabilities subject to compromise | | | 11,647,049 | | | | 13,748,099 | |
| | | | | | | | |
Shareholders' equity | | | | | | | | |
Mezzanine equity | | | 500,000 | | | | 500,000 | |
Common stock | | | 405,427 | | | | 405,427 | |
Additional paid-in capital | | | 132,811,951 | | | | 125,979,057 | |
Retained earnings / (losses), pre-petition3 | | | (82,770,978 | ) | | | (84,657,028 | ) |
Retained earnings / (losses), post-petition | | | (5,418,441 | ) | | | - | |
| | | | | | | | |
Total shareholders' equity | | | 45,527,959 | | | | 42,227,456 | |
| | | | | | | | |
TOTAL LIABILITIES AND OWNERS' EQUITY | | | 67,446,507 | | | | 55,975,555 | |
1. The accounting systems are not principally designed to produce reports that are consistent with the requirements of the Office of the United States Trustee. The numbers presented in this schedule are subject to change as additional information is made available. The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustments.
2. With respect to the book value of property, plant and equipment, the subsections of Accounting Standards Codification 360-10 “Property, Plant, and Equipment—Overall” published by the Financial Accounting Standards Board related to impairment or disposal of long-lived assets mandate that long-lived assets, such as property, plant and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Although an impairment test has not yet been performed for the fiscal year ended December 31, 2015, the Debtor expects an asset impairment could be required in one or more asset categories.
3. Pre-petition liabilities and retained earnings continue to be adjusted monthly based on actual pre-petition invoices received and reconciled post-petition.
In re Nuo Therapeutics, Inc. | | Case No. 16-10192 (MFW) |
Debtor | | Reporting Period: April 1 - May 5, 2016 |
MOR-4
STATUS OF POST-PETITION TAXES
Line item | | Beginning liability | | | Amount withheld, accrued, and expensed | | | Amount paid | | | Date paid | | Check #, EFT, or Other | | Ending liability | |
| | | | | | | | | | | | | | | | |
Employee-related taxes | | | | | | | | | | | | | | | | | | | | |
Federal tax | | | 71 | | | | 76,866 | | | | (69,114 | ) | | Various | | Wire | | | 7,823 | |
State tax | | | 17 | | | | 8,807 | | | | (8,806 | ) | | Various | | Wire | | | 18 | |
City tax | | | 0 | | | | 46 | | | | (46 | ) | | Various | | Wire | | | 0 | |
School-district tax | | | 0 | | | | 42 | | | | (42 | ) | | Various | | Wire | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal, employee-related taxes | | | 88 | | | | 85,761 | | | | (78,008 | ) | | | | | | | 7,841 | |
| | | | | | | | | | | | | | | | | | | | |
Income and business taxes | | | | | | | | | | | | | | | | | | | | |
Sales tax | | | 20,798 | | | | 2,504 | | | | (531 | ) | | Various | | ACH | | | 22,771 | |
Franchise tax | | | 12,608 | | | | 6,774 | | | | - | | | None | | None | | | 19,382 | |
Income tax | | | 4,896 | | | | - | | | | - | | | None | | None | | | 4,896 | |
All other taxes | | | - | | | | - | | | | - | | | None | | None | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Subtotal, income and business taxes | | | 38,302 | | | | | | | | | | | | | | | | 47,049 | |
| | | | | | | | | | | | | | | | | | | | |
Taxes included in accounts payable | | | 6,189 | | | | 992 | | | | (4,897 | ) | | Various | | ACH | | | 2,284 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL TAXES | | | 44,579 | | | | 96,031 | | | | (83,436 | ) | | | | | | | 57,174 | |
| | | | | | | | | | | | | | | | | | | | |
Less: Taxes included in accounts payable | | | (6,189 | ) | | | (992 | ) | | | 4,897 | | | Various | | ACH | | | (2,284 | ) |
Less: Taxes included in other long-term liabilities | | | (4,896 | ) | | | - | | | | - | | | None | | None | | | (4,896 | ) |
Less: Taxes included in Accrued Compensation | | | - | | | | (7,752 | ) | | | - | | | None | | None | | | (7,752 | ) |
| | | | | | | | | | | | | | | | | | | | |
TOTAL ACCRUED TAXES | | | 33,494 | | | | 87,287 | | | | (78,539 | ) | | | | | | | 42,242 | |
In re Nuo Therapeutics, Inc. | | Case No. 16-10192 (MFW) |
Debtor | | Reporting Period: April 1 - May 5, 2016 |
MOR-4
ATTESTATION REGARDING STATUS OF POST-PETITION TAXES
The above-captioned Debtor hereby submits this attestation regarding the status of post-petition taxes in lieu of providing tax returns and detailed records of paid or unpaid taxes by type and entity.
I hereby certify, to the best of my knowledge, that: (1) all federal, state and local post-petition taxes and estimates due and owing for the period indicated above for the Debtor have been paid or that any remaining balance dues arede minimis; and (2) to the extent that tax returns have not been submitted, an extension has been either obtained or requested from the appropriate state or federal agency, or the Debtor is in the process of obtaining or requesting such extension from the appropriate state or federal agency.
/s/ David E. Jorden | | June 3, 2016 |
Signature of authorized individual | | Date |
| | |
David E. Jorden | | Acting CEO and Acting CFO |
Printed name of authorized individual | | Title of authorized individual |
In re Nuo Therapeutics, Inc. | | Case No. 16-10192 (MFW) |
Debtor | | Reporting Period: April 1 - May 5, 2016 |
MOR-4
STATUS OF UNPAID POST-PETITION DEBTS1
| | Days Outstanding | |
Line item | | Current | | | 1-30 | | | 31-60 | | | 61-90 | | | 91-120 | | | Over 120 | | | Totals | |
Accounts payable2 | | | 1,379,266 | | | | 256,370 | | | | 114,905 | | | | 59,951 | | | | (6,564 | ) | | | - | | | | 1,803,929 | |
Accrued compensation and benefits | | | 411,749 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 411,749 | |
Accrued expenses | | | 890,409 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 890,409 | |
Accrued taxes | | | 42,243 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 42,243 | |
Accrued interest | | | 415 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 415 | |
Customer deposits | | | 95,610 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 95,610 | |
Debtor-in-possession financing | | | 5,750,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 5,750,000 | |
Convertible debt, net of original issue discount | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Deferred revenue | | | 899,921 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 899,921 | |
Derivative liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Other long-term liabilities | | | 377,222 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 377,222 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Totals | | | 9,846,836 | | | | 256,370 | | | | 114,905 | | | | 59,951 | | | | (6,564 | ) | | | - | | | | 10,271,499 | |
1. All information contained herein is unaudited and subject to future adjustments. Certain debts payable pursuant to orders of the Bankruptcy Court are reflected as current for the purposes of this schedule. All post-petition debts other than aged accounts payable are assumed to be current.
2. Amounts in this line item represent open and outstanding trade vendor invoices, aged based on invoice due date, that have been entered into the Debtor's accounts payable system. These amounts do not include any payables based on accruals for goods provided and/or services performed but for which invoices have not been received. The Debtor expects to pay all amounts not listed as "Current" as soon as practicable. This note is provided in place of a list of aged accounts payable.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MOR-5
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING*
| | Days Outstanding | |
Line item | | Current | | | 1-30 | | | 31-60 | | | 61-90 | | | Over 90 | | | Totals | |
Accounts receivable | | | 417,105 | | | | 21,571 | | | | (17,801 | ) | | | 175,579 | | | | 154,981 | | | | 751,435 | |
Less: Allowance for doubtful accounts | | | - | | | | - | | | | - | | | | - | | | | (80,186 | ) | | | (80,186 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Totals | | | 417,105 | | | | 21,571 | | | | (17,801 | ) | | | 175,579 | | | | 74,795 | | | | 671,249 | |
| | | 62.1 | % | | | 3.2 | % | | | -2.7 | % | | | 26.2 | % | | | 11.1 | % | | | 100.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of accounts receivable, trade | | | | | |
Accounts receivable, net at the beginning of the reporting period | | | | 836,717 | |
Add: Amounts billed during the period | | | | 390,114 | |
Subtract: Amounts collected during the period | | | | (555,583 | ) |
Subtract: Change in allowance for doubtful accounts | | | | 0 | |
Other adjustments | | | | 0 | |
| | | | | |
Accounts receivable at the end of the reporting period | | | | 671,249 | |
* All information contained herein is unaudited and subject to future adjustments.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: April 1 - May 5, 2016 |
MOR-5a
DEBTOR QUESTIONNAIRE
# | | Line item | | Yes | | No |
1 | | Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. | | ü | | |
| | | | | | |
2 | | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. | | | | ü |
| | | | | | |
3 | | Have all post-petition tax returns been timely filed? If no, provide an explanation below. | | | | ü |
| | | | | | |
4 | | Are workers' compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. | | ü | | |
| | | | | | |
5 | | Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). | | ü | | |
Explanations | | |
1 | | On May 5, 2016, per the Notice of (I) Entry of Confirmation Order (A) Granting Final Approval of Disclosure Statement and (B) Confirming the Debtor's Modified First Amended Plan of Reorganization of the Debtor, (II) Occurrence of Effective Date, and (III) Rejection Claim Bar Date entered on May 6, 2016 [Docket No. 390], the Debtor's Plan of Reorganization was substantially consummated. |
| | |
2 | | None required |
| | |
3 | | The company has filed most of its tax returns timely, and the remaining returns are either in the process of being filed or were already filed but require corrections. The amounts potentially owed as a result of the latter category of returns are expected to bede minimis and will be paid as soon as practicable. |
| | |
4 | | None required |
| | |
5 | | Two bank accounts were opened with Capital One Bank (USA) N.A.: one ending in 6936 established as an escrow account containing proceeds from the Debtor's capital raise in conjunction with Scenario A of its confirmed Plan of Reorganization, less $2,250,250.00 segregated to pay Class 4 claims under the Plan of Reorganization ("Segregated Amount"); and one ending in 3928 containing the Segregated Amount. The documents related to these accounts follow this schedule. |