Exhibit 99.1
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
CORPORATE MONTHLY OPERATING REPORT
Debtor: |
| Dynegy Inc. |
Business unit number: |
| 12000 |
REQUIRED DOCUMENTS |
| Form No. |
| Document |
| Explanation |
|
Schedule of Cash Receipts and Disbursements |
| MOR-1 |
| Yes |
|
|
|
Bank Reconciliation (or copies of debtor’s bank reconciliations) |
| MOR-1 (CON’T) |
| Yes |
|
|
|
Copies of bank statements |
|
|
| Yes |
|
|
|
Cash disbursements journals |
|
|
| [1] |
|
|
|
Statement of Operations |
| MOR-2 |
| Yes |
|
|
|
Balance Sheet |
| MOR-3 |
| Yes |
|
|
|
Status of Post-petition Taxes |
| MOR-4 |
| Yes |
|
|
|
Copies of IRS Form 6123 or payment receipt |
|
|
| [1] |
|
|
|
Copies of tax returns filed during reporting period |
|
|
| [1] |
|
|
|
Summary of Unpaid Post-petition Debts |
| MOR-4 |
| Yes |
|
|
|
Listing of Aged Accounts Payable |
|
|
| Yes |
|
|
|
Accounts Receivable Reconciliation and Aging |
| MOR-5 |
| Yes |
|
|
|
Taxes Reconciliation and Aging |
| MOR-5 |
| Yes |
|
|
|
Payments to Insiders and Professional |
| MOR-6 |
| Yes |
|
|
|
Post Petition Status of Secured Notes, Leases Payable |
| MOR-6 |
| Yes |
|
|
|
Debtor Questionnaire |
| MOR-7 |
| Yes |
|
|
|
[1] Not applicable for the reporting period
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
MOR -1
($000)
Debtor: |
| Dynegy Inc. |
| Total |
|
Business unit number: |
| 12000 |
|
|
|
|
| BANK ACCOUNTS |
| BANK ACCOUNTS |
| ||||||||
|
| # 6634 |
| #5631 |
| #4988 |
| CURRENT MONTH ACTUAL (TOTAL |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
CASH BEGINNING OF MONTH |
| $ | 27,363 |
| $ | 1,264 |
| $ | 1,288 |
| $ | 29,915 |
|
|
|
|
|
|
|
|
|
|
| ||||
RECEIPTS |
|
|
|
|
|
|
|
|
| ||||
CASH SALES - AFFILIATE SERVICE AGREEMENTS |
| $ | 8,161 |
| $ | — |
| $ | — |
| $ | 8,161 |
|
ACCOUNTS RECEIVABLE - PREPETITION |
| 952 |
| — |
| — |
| 952 |
| ||||
ACCOUNTS RECEIVABLE - POSTPETITION |
| — |
| — |
| — |
| — |
| ||||
LOANS AND ADVANCES |
| — |
| — |
| — |
| — |
| ||||
SALE OF ASSETS |
| — |
| — |
| — |
| — |
| ||||
OTHER |
| — |
| — |
| — |
| — |
| ||||
TRANSFERS (FROM DIP ACCTS) |
| — |
| — |
| — |
| — |
| ||||
TOTAL RECEIPTS |
| $ | 9,113 |
| $ | — |
| $ | — |
| $ | 9,113 |
|
|
|
|
|
|
|
|
|
|
| ||||
DISBURSEMENTS |
|
|
|
|
|
|
|
|
| ||||
NET PAYROLL |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
PAYROLL TAXES |
| — |
| — |
| — |
| — |
| ||||
OTHER EMPLOYEE BENEFITS |
| — |
| — |
| — |
| — |
| ||||
SALES, USE, & OTHER TAXES |
| — |
| — |
| — |
| — |
| ||||
INVENTORY PURCHASES |
| — |
| — |
| — |
| — |
| ||||
SECURED/ RENTAL/ LEASES |
| (9 | ) | — |
| — |
| (9 | ) | ||||
INSURANCE |
| — |
| — |
| — |
| — |
| ||||
OPERATING EXPENSES |
| — |
| — |
| — |
| — |
| ||||
G & A - SERVICE AGREEMENT FEES |
| (8,161 | ) | — |
| — |
| (8,161 | ) | ||||
FUEL PURCHASES |
| — |
| — |
| — |
| — |
| ||||
CAPEX |
| — |
| — |
| — |
| — |
| ||||
COLLATERAL |
| — |
| — |
| — |
| — |
| ||||
BANK FEES |
| — |
| — |
| — |
| — |
| ||||
OTHER |
| (129 | ) | — |
| — |
| (129 | ) | ||||
OWNER DRAW |
| — |
| — |
| — |
| — |
| ||||
TRANSFERS (TO DIP ACCTS) |
| — |
| — |
| — |
| — |
| ||||
PROFESSIONAL FEES |
| (508 | ) | — |
| — |
| (508 | ) | ||||
U.S. TRUSTEE QUARTERLY FEES |
| — |
| — |
| — |
| — |
| ||||
COURT COSTS |
| — |
| — |
| — |
| — |
| ||||
TOTAL DISBURSEMENTS |
| $ | (8,808 | ) | $ | — |
| $ | — |
| $ | (8,808 | ) |
|
|
|
|
|
|
|
|
|
| ||||
NET CASH FLOW (RECEIPTS LESS DISBURSEMENTS |
| $ | 305 |
| $ | — |
| $ | — |
| $ | 305 |
|
|
|
|
|
|
|
|
|
|
| ||||
CASH — END OF MONTH |
| $ | 27,668 |
| $ | 1,264 |
| $ | 1,288 |
| $ | 30,220 |
|
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
BANK RECONCILIATIONS
Continuation Sheet for MOR-1
($000)
Debtor: |
| Dynegy Inc. |
|
Business unit number: |
| 12000 |
|
|
| JP Morgan |
| JP Morgan |
| BONY Credit |
|
|
| ||||
|
| #6634 |
| # 5631 |
| # 4988 |
| Total |
| ||||
BALANCE PER BOOKS |
| $ | 27,668 |
| $ | 1,264 |
| $ | 1,288 |
| $ | 30,220 |
|
|
|
|
|
|
|
|
|
|
| ||||
BANK BALANCE |
| 27,668 |
| 1,264 |
| 1,288 |
| 30,220 |
| ||||
(+) DEPOSITS IN TRANSIT (ATTACH LIST) |
| — |
| — |
| — |
| — |
| ||||
(-) OUTSTANDING CHECKS (ATTACH LIST): |
| — |
| — |
| — |
| — |
| ||||
OTHER (ATTACH EXPLANATION) |
| — |
| — |
| — |
| — |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
ADJUSTED BANK BALANCE |
| $ | 27,668 |
| $ | 1,264 |
| $ | 1,288 |
| $ | 30,220 |
|
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
STATEMENT OF OPERATIONS
MOR - 2
($000)
Debtor: |
| Dynegy Inc. |
|
Business unit number: |
| 12000 |
|
|
| August 1, 2012 - |
|
Revenues |
| $ | — |
|
Intercompany Revenues |
| — |
| |
Cost of Sales |
| — |
| |
Taxes Other than Income |
| 15 |
| |
Intercompany Cost of Sales |
| — |
| |
Gross Margin |
| (15 | ) | |
O&M Costs |
| — |
| |
Operating Margin |
| (15 | ) | |
Depreciation & Amortization |
| — |
| |
Asset Impairments |
| — |
| |
G & A |
| (624 | ) | |
Operating Income/(Loss) |
| 609 |
| |
Bankruptcy Reorg charges |
| (1,919 | ) | |
Equity Earnings/ (Losses) |
| — |
| |
Interest Income/(Expense) |
| 0 |
| |
Other Income/(Expense) |
| 1 |
| |
Income/(Loss) before income taxes |
| (1,309 | ) | |
Tax Provision (benefit) |
| — |
| |
Income/(Loss) from operations |
| $ | (1,309 | ) |
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
BALANCE SHEET
MOR - 3
($000)
Debtor: |
| Dynegy Inc. |
| |
Business unit number: |
| 12000 |
| |
|
|
|
| |
|
| August |
| |
|
| BOOK VALUE |
| |
|
|
|
| |
Assets: |
|
|
| |
Cash and Cash Equivalents |
| $ | 27,668 |
|
ST Investments - Restricted |
| — |
| |
AR Affiliates |
| 1,153 |
| |
Accounts Receivable |
| 157 |
| |
Accounts Receivable, IC |
| 1,334,834 |
| |
Inventory |
| — |
| |
Risk Management Assets - Affiliate |
| — |
| |
Prepaids & Other Assets |
| 17,081 |
| |
Total Current Assets |
| $ | 1,380,894 |
|
|
|
|
| |
Property, Plant and Equipment: |
|
|
| |
Property, Plant & Equipment |
| $ | — |
|
Accumulated DD&A |
| — |
| |
Net Property, Plant and Equipment |
| — |
| |
Other Assets: |
|
|
| |
Investment-Consolidated Subs |
| 1,705,917 |
| |
Investment-Unconsolidated Subs |
| 23,082 |
| |
LT Investments - Restricted |
| 2,552 |
| |
Net Other Assets |
| 1,731,552 |
| |
Total Assets |
| $ | 3,112,446 |
|
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
BALANCE SHEET
MOR - 3
($000)
Debtor: |
| Dynegy Inc. |
| |
Business unit number: |
| 12000 |
| |
|
|
|
| |
|
| August |
| |
|
| BOOK VALUE |
| |
|
|
|
| |
Liabilities And Equity: |
|
|
| |
Current Liabilities: |
|
|
| |
Accounts Payable - Third Party |
|
|
| |
Accounts Payable-Affiliates |
|
|
| |
Intercompany Due To-From |
|
|
| |
Interest Accrued |
| — |
| |
Interest Accrued- Intercompany |
| 799,153 |
| |
Taxes Accrued |
| 12 |
| |
Other Accrued Liabilities |
| 7,534 |
| |
Def Income Taxes — Cur Liab |
| — |
| |
Risk Management Liabilities |
| — |
| |
Risk Management Liabilities - Affiliate |
| — |
| |
Short Term Debt - I/C |
|
|
| |
Total Current Liabilities |
| $ | 806,699 |
|
|
|
|
| |
Long-Term Liabilities: |
|
|
| |
Liabilities subject to compromise |
| 167 |
| |
Long Term Debt - Interco |
| 2,243,533 |
| |
Def Income Taxes — N Cur Liab |
| — |
| |
Other LT Liabilities |
| 95,966 |
| |
Total Liabilities |
| 3,146,365 |
| |
|
|
|
| |
Equity: |
|
|
| |
Receivables - Affiliates |
| $ | — |
|
Common Stock Issued |
| 1,233 |
| |
Treasury Stock-Total |
| (69,837 | ) | |
Addl Paid In Capital |
| 6,078,751 |
| |
Other Comprehensive Income |
| (48,166 | ) | |
Retained Earnings (Accumulated Deficit) |
| (5,995,900 | ) | |
Total Dynegy Inc Equity |
| $ | (33,919 | ) |
|
|
|
| |
Total Liabilities & Equity |
| $ | 3,112,446 |
|
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
STATUS OF POST-PETITION TAXES
MOR - 4
Debtor: |
| Dynegy Inc. |
Business unit number: |
| 12000 |
|
| Beginning |
| Amount |
| Amount |
| Date Paid |
| Check # or |
| Ending Tax |
| ||||
Federal |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Withholding |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
FICA-Employee |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
FICA-Employer |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Unemployment |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Income [1] |
| (31,682 | ) | — |
| — |
| — |
| — |
| (31,682 | ) | ||||
Other: |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Total Federal Taxes [1] |
| $ | (31,682 | ) | $ | — |
| $ | — |
| — |
| — |
| $ | (31,682 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
State and Local |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Withholding |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Sales/Use |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Excise |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Unemployment |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Real Property |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Personal Property |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Franchise Tax |
| 11,616 |
| 15,004 |
| — |
| — |
| — |
| 26,620 |
| ||||
Metro Commuter Tax |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||
Total State and Local |
| $ | 11,616 |
| $ | 15,004 |
| $ | — |
| — |
| — |
| 26,620 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total Taxes |
| $ | (20,066 | ) | $ | 15,004 |
| $ | — |
| — |
| — |
| $ | (5,062 | ) |
[1] Represents IRS Tax Refund relating to 2008 tax year.
SUMMARY OF UNPAID |
| Dynegy Inc. |
POST-PETITION DEBTS |
| 12000 |
|
| Number of Days Past Due |
| |||||||||||||
|
| Current |
| 31-60 |
| 61-90 |
| Over 91 |
| Total |
| |||||
Accounts Payable [1] |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
Wages Payable [1] |
| — |
| — |
| — |
| — |
| — |
| |||||
Taxes Payable |
| — |
| — |
| — |
| — |
| — |
| |||||
Rent/Leases-Building |
| — |
| — |
| — |
| — |
| — |
| |||||
Rent/Leases-Equipment |
| — |
| — |
| — |
| — |
| — |
| |||||
Secured Debt/Adequate Protection Payments |
| — |
| — |
| — |
| — |
| — |
| |||||
Professional Fees |
| 3,418,769 |
| — |
| — |
| — |
| 3,418,769 |
| |||||
Amounts Due to Insiders |
| — |
| — |
| — |
| — |
| — |
| |||||
Total Post-petition Debts |
| $ | 3,418,769 |
| $ | — |
| $ | — |
| $ | — |
| $ | 3,418,769 |
|
Note: The Debtor does not have Trade Accounts Payable nor Payroll and Wage liabilities
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING
MOR - 5
Debtor: Business unit number: |
|
|
|
Accounts Receivable Reconciliation |
| Amount |
| |
Total Accounts Receivable at the beginning of the reporting period |
| $ | — |
|
Plus: Amounts billed during the period |
| — |
| |
Less: Amounts collected during the period |
| — |
| |
Total Accounts Receivable at the end of the reporting period |
| $ | — |
|
Accounts Receivable Aging |
| 0-30 Days |
| 31-60 |
| 61-90 |
| 91+ |
| Total |
| |||||
0 - 30 days old |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
31 - 60 days old |
| — |
| — |
| — |
| — |
| — |
| |||||
61 - 90 days old |
| — |
| — |
| — |
| — |
| — |
| |||||
91+ days old |
| — |
| — |
| — |
| — |
| — |
| |||||
Total Accounts Receivable |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Less: Bad Debts (Amount considered uncollectible) |
| — |
| — |
| — |
| — |
| — |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net Accounts Receivable |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
Note: DI does not have any trade related Accounts Receivable. The $157k Receivable on the DI balance sheet is the net of a $2.0m Tax Receivable offset by a $1.8m Reserve for a Executive Stock Purchase and Equity Promissory Note. DI has a $1.335b intercompany receivable that relates to legacy intercompany amounts that were established prior to the Dynegy restructuring in September of 2011.
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
PAYMENTS TO INSIDERS AND PROFESSIONALS
MOR - 6
Dynegy Inc.
12000
PROFESSIONALS |
| ||||||||||||||
|
| ||||||||||||||
NAME |
| DATE OF |
| AMOUNT |
| AMOUNT PAID |
| TOTAL PAID |
| TOTAL |
| ||||
White & Case LLP |
|
|
| — |
| — |
| — |
| 2,935,602 |
| ||||
Houlihan Lokey Capital Inc. [1] |
|
|
| — |
| — |
| — |
| — |
| ||||
Jenner & Block LLP [1] |
|
|
| — |
| — |
| — |
| — |
| ||||
Milbank, Tweed, Hadley & McCoy LLP [1] |
|
|
| — |
| — |
| — |
| — |
| ||||
Moelis & Company LLC [1] |
|
|
| — |
| — |
| — |
| — |
| ||||
Paul Weiss, Rifkind, Wharton & Garrison LLP [1] |
|
|
| — |
| — |
| — |
| — |
| ||||
SNR Denton US LLP [1] |
|
|
| — |
| — |
| — |
| — |
| ||||
Steptoe & Johnson LLP [1] |
|
|
| — |
| — |
| — |
| — |
| ||||
U.S. Bank National Association [1] |
|
|
| — |
| — |
| — |
| — |
| ||||
Epiq Bankruptcy Solutions |
|
|
| — |
| 508,425 |
| 508,425 |
| 249,536 |
| ||||
US Trustee Fee |
|
|
| — |
| — |
| — |
| 20,000 |
| ||||
Ernst & Young |
|
|
| — |
| — |
| — |
| 182,000 |
| ||||
Richards Layton & Finger |
|
|
| — |
| — |
| — |
| 1,873 |
| ||||
HeplerBroom LLC |
|
|
| — |
| — |
| — |
| 921 |
| ||||
Schiff Harding LLP |
|
|
| — |
| — |
| — |
|
|
| ||||
Bruce Waits, Attorney at Law |
|
|
| — |
| — |
| — |
| — |
| ||||
DLA Piper LLP |
|
|
| — |
| — |
| — |
| 2,845 |
| ||||
Keller & Heckerman LLP |
|
|
| — |
| — |
| — |
| 4,049 |
| ||||
King & Spalding LLP |
|
|
| — |
| — |
| — |
| — |
| ||||
Locke Lord Bissell & Lidell LLP |
|
|
| — |
| — |
| — |
| 8,823 |
| ||||
Hicks Thomas LLP |
|
|
| — |
| — |
| — |
| 640 |
| ||||
Beck Redden & Secrest LLP |
|
|
| — |
| — |
| — |
| 2,582 |
| ||||
Skadden, Arps, Slate, Meagher & Flom LLP |
|
|
| — |
| — |
| — |
| 16 |
| ||||
Vinson & Elkins, LLP |
|
|
| — |
| — |
| — |
| 6,368 |
| ||||
Sullivan & Cromwell LLP |
|
|
| — |
| — |
| — |
| — |
| ||||
Morgan Lewis and Bockius LLP |
|
|
| — |
| — |
| — |
| 3,516 |
| ||||
TOTAL PAYMENTS TO PROFESSIONALS |
|
|
| $ | — |
| $ | 508,425 |
| $ | 508,425 |
| $ | 3,418,769 |
|
[1] DI made advance retainer payments to various of its professionals, and to certain Settlement Parties or their professionals in connection with the Settlement Agreement. DI’s professionals disclosed their retainers in their respective retention applications. The retainers paid to the Settlement Parties or their professionals in connection with the Settlement included; (i) $550,000 to Houlihan Lokey Capital Inc.; (ii) $1,500,000 to Jenner & Block LLP; (iii) $1,700,000 to Milbank, Tweed, Hadley & McCloy LLP; (iv) $650,000 to Moelis & Company LLC; (v) $1,786,944 to Paul Weiss, Rifkind, Wharton & Garrison LLP; (vi) $45,000 to SNR Denton US LLP; (vii) $50,000 to Steptoe & Johnson LLP and (viii) $5,415,356 to U.S. Bank National Association,
Note: Debtor does not have Secured Notes.
In re Dynegy Inc.
Case No. 12 - 36728 (CGM)
Reporting Period: August 1 - August 31, 2012
DEBTOR QUESTIONNAIRE
MOR - 7
Must be completed each month. If the answer to any of the questions is |
| Yes |
| No |
| Notes: |
Have any assets been sold or transferred outside the normal course of business this reporting period? |
|
|
| X |
|
|
Have any funds been disbursed from any account other than a debtor in possession account this reporting period? |
|
|
| X |
|
|
Is the Debtor delinquent in the timely filing of any post-petition tax returns? |
|
|
| X |
|
|
Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies? |
|
|
| X |
|
|
Is the Debtor delinquent in paying any insurance premium payment? |
|
|
| X |
|
|
Have any payments been made on pre-petition liabilities this reporting period? |
|
|
| X |
|
|
Are any post petition receivables (accounts, notes or loans) due from related parties? |
|
|
| X |
|
|
Are any post petition payroll taxes past due? |
|
|
| X |
|
|
Are any post petition State or Federal income taxes past due? |
|
|
| X |
|
|
Are any post petition real estate taxes past due? |
|
|
| X |
|
|
Are any other post petition taxes past due? |
|
|
| X |
|
|
Have any pre-petition taxes been paid during this reporting period? |
|
|
| X |
|
|
Are any amounts owed to post petition creditors delinquent? |
|
|
| X |
|
|
Are any wage payments past due? |
|
|
| X |
|
|
Have any post petition loans been received by the Debtor from any party? |
|
|
| X |
|
|
Is the Debtor delinquent in paying any U.S. Trustee fees? |
|
|
| X |
|
|
Is the Debtor delinquent with any court ordered payments to attorneys or other professionals? |
|
|
| X |
|
|
Have the owners or shareholders received any compensation outside of the normal course of business? |
|
|
| X |
|
|