Exhibit 99.1
united states bankruptcy court
district of DELAWARE
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
MONTHLY OPERATING REPORT
Reporting Period: November 1, 2019 – November 30, 2019
REQUIRED DOCUMENTS | Form No. | Document Attached | Explanation Attached | Affidavit/ Supplement Attached |
Schedule of Cash Receipts and Disbursements | MOR-1 | X |
|
|
Bank Account Balances, Debtor Statement with Respect to Bank Account Reconciliations | MOR-1a | X |
| See Attestation |
Schedule of Professional Fees and Expenses Paid | MOR-1b | X |
|
|
Copies of bank statements |
|
|
| See Attestation |
Cash disbursements journals |
|
|
| See Attestation |
Statement of Operations by Legal Entity | MOR-2 | X |
|
|
Balance Sheet by Legal Entity | MOR-3 | X |
|
|
Status of Postpetition Taxes |
|
|
| See Attestation |
Summary of Unpaid Postpetition Debts | MOR-4 | X |
|
|
Accounts Receivable Reconciliation and Aging | MOR-5 | X |
|
|
Debtor Questionnaire | MOR-6 | X |
|
|
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
/s/ Andrece Housley |
| 2/5/2020 |
Signature of Debtor |
| Date |
Andrece Housley |
|
|
Chief Financial Officer of Insys Therapeutics, Inc.; et al.
Page 1 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
Notes to the Monthly Operating Report
Reporting Period: November 1, 2019 – November 30, 2019
General:
The report includes activity from the following Debtors and related Case Numbers:
Case Number | Debtor Name |
19-11292 | Insys Therapeutics, Inc. |
19-11293 | IC Operations, LLC |
19-11294 | Insys Development Company, Inc. |
19-11295 | Insys Manufacturing, LLC |
19-11296 | Insys Pharma, Inc. |
19-11297 | IPSC, LLC |
19-11298 | IPT 355, LLC |
This Monthly Operating Report is unaudited and has been prepared solely for the purpose of complying with the Debtors' obligations to provide monthly operating reports currently during these Chapter 11 Cases. This MOR is not prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and does not include all the information and footnotes required by U.S. GAAP. The Debtors have prepared this Monthly Operating Report using the best information presently available to them, which has been collected, maintained, and prepared in accordance with their historical accounting practices. This Monthly Operating Report is, thus, true and accurate to the best of the Debtors’ knowledge, information and belief based on current available data.
General Methodology: The Debtors prepared this Monthly Operating Report relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors’ books and records may not be included in this Monthly Operating Report. Additionally, the information furnished in this report includes primarily normal recurring adjustments, but does not include all the adjustments that would typically be made for the quarterly and annual consolidated financial statements to be in accordance with U.S. GAAP. Furthermore, the monthly financial information contained herein has not been subjected to the same level of accounting review and testing that the Debtors apply in the preparation of their quarterly and annual consolidated financial information in accordance with U.S. GAAP. Accordingly, upon the application of such procedures, the Debtors believe that the financial information may be subject to change, and these changes could be material. Nevertheless, in preparing this Monthly Operating Report, the Debtors made best efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein.
Liabilities Subject to Compromise: The payment of prepetition indebtedness is subject to compromise or other treatment under a chapter 11 plan of reorganization. The determination of the amount of such liabilities and how the liabilities will be settled and treated cannot be made until a Chapter 11 Plan of Reorganization is approved by the Bankruptcy Court. Liabilities subject to compromise have been reported at the amounts recorded on the Debtor’s books and records. The amounts classified as liabilities subject to compromise in the financial statements and supplemental schedules included herein are preliminary and may be subject to future adjustments depending on claims filed on and before the bar date, Bankruptcy Court actions, developments with respect to disputed claims, rejection of executory contracts, reconciliation of claims, and other events.
Reservation of Rights: Given the complexity of the Debtors’ business, inadvertent errors, omissions or over inclusion of contracts may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or executory nature of any claim amount, representation or other statement in this Monthly Operating Report and reserve the right to amend or supplement this Monthly Operating Report, if necessary.
General Notes
On June 10, 2019 (the “Petition Date”), Insys Therapeutics, Inc. (“Insys Therapeutics”) and its affiliated debtors each commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors are authorized to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors’ chapter 11 cases are being jointly administered for procedural purposes only under case number 19-11292 (KG) pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).
Additional information about the Chapter 11 Cases, court filings and claims information is available on the internet at https://dm.epiq11.com/case/Insys/dockets
Page 2 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
MOR-1
Consolidated Schedule of Cash Receipts and Disbursements
Reporting Period: November 1, 2019 – November 30, 2019
($’s in USD)
# |
|
| For the Period Ended November 30, 2019 |
|
| Cumulative 6/10/19 - 11/30/19 |
| ||
|
|
|
|
|
|
|
| ||
1 | Operating Receipts |
|
|
|
|
|
|
|
|
2 | Sales Receipts (after GTN settled by credit) |
| $ | 2,880,407 |
|
| $ | 17,844,700 |
|
3 | Sales Deductions |
|
| - |
|
|
| - |
|
4 | Other Receipts |
|
| 839,010 |
|
|
| 1,476,705 |
|
5 | Total Operating Receipts |
|
| 3,719,417 |
|
|
| 19,321,405 |
|
|
|
|
|
|
|
|
|
|
|
6 | Operating Disbursements |
|
|
|
|
|
|
|
|
7 | Employee Related |
|
| (863,398 | ) |
|
| (8,548,232 | ) |
8 | Rent (Equipment & Buildings) & Utilities |
|
| (30,593 | ) |
|
| (1,146,048 | ) |
9 | Manufacturing Costs |
|
| - |
|
|
| (59,642 | ) |
10 | Gross-to-Nets (Direct Pay) |
|
| (750,038 | ) |
|
| (1,988,192 | ) |
11 | Consulting / Prof. Fees |
|
| (63,549 | ) |
|
| (472,706 | ) |
12 | Legal |
|
| (1,256,182 | ) |
|
| (2,152,955 | ) |
13 | Research and Development / Regulatory |
|
| (116,145 | ) |
|
| (2,927,169 | ) |
14 | Sales & Marketing |
|
| - |
|
|
| (152,036 | ) |
15 | General and Administrative |
|
| (70,161 | ) |
|
| (1,001,575 | ) |
16 | Insurance |
|
| (72,712 | ) |
|
| (242,017 | ) |
17 | Board of Directors Fees |
|
| (88,500 | ) |
|
| (748,308 | ) |
18 | Advancements to BTcP |
|
| (2,908,645 | ) |
|
| (5,818,467 | ) |
19 | Total Operating Disbursements |
|
| (6,219,922 | ) |
|
| (25,257,347 | ) |
20 | Operating Cash Flow |
|
| (2,500,505 | ) |
|
| (5,935,942 | ) |
21 | Bankruptcy Related Disbursements |
|
|
|
|
|
|
|
|
22 | Professional Fees |
|
| (9,164,570 | ) |
|
| (14,984,889 | ) |
23 | Vendor Deposits & Critical Vendors |
|
| - |
|
|
| (127,247 | ) |
24 | Total Bankruptcy Related Disbursements |
|
| (9,164,570 | ) |
|
| (15,112,135 | ) |
25 | Net Cash Flow |
|
| (11,665,075 | ) |
|
| (21,048,078 | ) |
26 | Cash Balance[1] |
|
|
|
|
|
|
|
|
27 | Beginning Cash Balance |
|
| 59,038,793 |
|
|
| 38,019,624 |
|
28 | Net Cash Flow |
|
| (11,665,075 | ) |
|
| (21,048,078 | ) |
29 | 363 Sale Proceeds |
|
| - |
|
|
| 30,402,171 |
|
30 | Ending Cash Balance |
| $ | 47,373,718 |
|
| $ | 47,373,718 |
|
Footnotes:
(1) | Cash balance represents book balance, which is net of outstanding checks and may differ from Bank Balance due to items in-transit and other timing items. |
Page 3 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
MOR-1 (Continued)
Consolidated Schedule of Cash Receipts and Disbursements
Reporting Period: November 1, 2019 – November 30, 2019
($’s in USD)
| November Distribution by Debtor |
| ||||||||||||||||||||||||||||
|
| INSYS THERAPEUTICS, INC. |
|
|
| INSYS PHARMA, INC. |
|
|
| INSYS DEVELOPMENT COMPANY, INC. |
|
|
| IPSC, LLC |
|
|
| INSYS MANUFACTURING, LLC |
|
|
| IC OPERATIONS, LLC |
|
|
| IPT 355, LLC |
|
| Total |
|
Total Disbursements | $ | 13,960,274 |
|
| $ | - |
|
| $ | 212,031 |
|
| $ | 1,869 |
|
| $ | 216,923 |
|
| $ | 993,396 |
|
| $ | - |
| $ | 15,384,493 |
|
MOR-1a
Bank Account Balances, Debtor Statement with Respect to Bank Account Reconciliations
Reporting Period: November 1, 2019 – November 30, 2019
($’s in USD)
# |
| Case Number |
| Debtor Entity |
| Account Number |
| Bank |
| Account Type |
| For the Period Ended 11/30/2019(1) |
| |
1 |
| 19-11293 |
| IC Operations, LLC |
| XXXXX5620 |
| Western Alliance |
| Checking |
|
| 582,041 |
|
2 |
| 19-11293 |
| IC Operations, LLC |
| XXXXX9623 |
| Western Alliance |
| Checking |
| - |
| |
3 |
| 19-11294 |
| Insys Development Company, Inc. |
| XXXXX5187 |
| Western Alliance |
| Checking |
|
| 165,854 |
|
4 |
| 19-11294 |
| Insys Development Company, Inc. |
| XXXXX3863 |
| Western Alliance |
| Checking |
| - |
| |
5 |
| 19-11295 |
| Insys Manufacturing, LLC |
| XXXXX7170 |
| Western Alliance |
| Checking |
|
| 167,777 |
|
6 |
| 19-11295 |
| Insys Manufacturing, LLC |
| XXXXX1178 |
| Western Alliance |
| Checking |
| - |
| |
7 |
| 19-11292 |
| Insys Therapeutics, Inc. |
| XXXXX5031 |
| JP Morgan |
| Checking/ CC Deposit |
|
| 70,189 |
|
8 |
| 19-11292 |
| Insys Therapeutics, Inc. |
| XXXXX7833 |
| Western Alliance |
| Money Market |
|
| 3,931,443 |
|
9 |
| 19-11292 |
| Insys Therapeutics, Inc. |
| XXXXX7655 |
| Western Alliance |
| Professional Fee Escrow |
|
| 3,999,990 |
|
10 |
| 19-11292 |
| Insys Therapeutics, Inc. |
| XXXXX3750 |
| Western Alliance |
| Utilities Deposit |
|
| 31,500 |
|
11 |
| 19-11292 |
| Insys Therapeutics, Inc. |
| XXXXX9735 |
| Wells Fargo |
| Cash |
|
| 37,967,261 |
|
12 |
| 19-11292 |
| Insys Therapeutics, Inc. |
| XXXXX7215 |
| Western Alliance |
| Lease Agreement Account |
|
| 267,000 |
|
13 |
| 19-11292 |
| Insys Therapeutics, Inc. |
| XXXXX5149 |
| Western Alliance |
| Checking |
|
| 137,447 |
|
14 |
| 19-11292 |
| Insys Therapeutics, Inc. |
| XXXXX9155 |
| Western Alliance |
| Checking |
| - |
| |
15 |
| 19-11297 |
| IPSC, LLC |
| XXXXX3630 |
| Western Alliance |
| Checking |
|
| 53,216 |
|
16 |
| 19-11297 |
| IPSC, LLC |
| XXXXX7638 |
| Western Alliance |
| Checking |
| - |
| |
17 |
|
|
|
|
|
|
|
|
| Total |
| $ | 47,373,718 |
|
Footnotes:
(1) | Cash balance represents book balance, which is net of outstanding checks and may differ from Bank Balance due to items in-transit and other timing items. |
Page 4 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
MOR-1a
Debtor Attestation to with Respect to Bank Account Reconciliations, Bank Statements and Open/Closed Bank Accounts
Reporting Period: November 1, 2019 – November 30, 2019
Bank Account Reconciliations & Cash Disbursement Journal
The Debtors affirm that bank account reconciliations are prepared for all open and active bank accounts on a monthly basis. The Debtors affirm that within their financial accounting systems, check registers and/or disbursement journals are maintained for each disbursement account.
Bank Statement
The Debtors affirm that bank statements for all open and active bank accounts are retained by the Debtors.
Open/Closed Bank Accounts
The Debtors did not open or close any bank accounts during November.
/s/ Andrece Housley |
| 2/5/2020 |
Andrece Housley |
| Date |
Chief Financial Officer of Insys Therapeutics, Inc.; et al.
Page 5 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
MOR-1b
Schedule of Professional Fees and Expenses Paid
Reporting Period: November 1, 2019 – November 30, 2019
($’s in USD)
|
|
|
|
| Period Covered |
|
|
| Amount Paid this Period |
|
|
| Amount Paid Case to Date |
| ||||||||||||
# |
| Payee | Role |
| Beginning Date |
| End Date |
| Payment Date |
| Fees |
|
| Expenses |
|
|
| Fees |
|
| Expenses |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
| Weil, Gotshal & Manges LLP | Debtor Counsel |
| November 01, 2019 |
| November 30, 2019 |
| Week Ended 11/8 and 11/22 |
| $ | 2,893,570 |
|
| $ | 200,044 |
|
|
| $ | 5,145,628 |
|
| $ | 214,320 |
|
2 |
| Richards, Layton, & Finger, P.A. | Local Debtor Counsel |
| November 01, 2019 |
| November 30, 2019 |
| Week Ended 11/22 |
|
| 228,428 |
|
| - |
|
|
|
| 1,146,176 |
|
|
| 36,981 |
| |
3 |
| FTI Consulting, Inc. | Debtor Financial Advisor |
| November 01, 2019 |
| November 30, 2019 |
| N/A |
| - |
|
| - |
|
|
| - |
|
| - |
| ||||
4 |
| Lazard Ltd. | Debtor Investment Banker |
| November 01, 2019 |
| November 30, 2019 |
| Week Ended 11/8 and 11/22 |
|
| 1,830,000 |
|
| - |
|
|
|
| 2,150,000 |
|
|
| 2,972 |
| |
5 |
| Epiq Global | Claims Agent |
| November 01, 2019 |
| November 30, 2019 |
| Week Ended 11/8 and 11/22 |
|
| 38,164 |
|
|
| 1,226,972 |
|
|
|
| 38,164 |
|
|
| 1,226,972 |
|
6 |
| Akin Gump Strauss Hauer & Field LLP | UCC Counsel |
| November 01, 2019 |
| November 30, 2019 |
| Week Ended 11/8 and 11/22 |
|
| 1,520,371 |
|
|
| 15,918 |
|
|
|
| 3,705,346 |
|
|
| 41,576 |
|
7 |
| Bayard, P.A. | UCC Local Counsel |
| November 01, 2019 |
| November 30, 2019 |
| Week Ended 11/8 and 11/22 |
|
| 249,837 |
|
|
| 1,970 |
|
|
|
| 489,933 |
|
|
| 7,599 |
|
8 |
| Province, Inc. | UCC Financial Advisor |
| November 01, 2019 |
| November 30, 2019 |
| Week Ended 11/8 and 11/22 |
|
| 833,332 |
|
|
| 4,061 |
|
|
|
| 1,677,764 |
|
|
| 9,704 |
|
9 |
| Total |
|
|
|
|
|
|
|
| $ | 7,593,701 |
|
| $ | 1,448,965 |
|
|
| $ | 14,353,010 |
|
| $ | 1,540,124 |
|
Page 6 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
Statement of Operations by Legal Entity
Reporting Period: November 1, 2019 – November 30, 2019
($’s in USD)
# | Category |
| Insys Therapeutics, Inc. |
|
| IC Operations, LLC |
|
| Insys Development Company, Inc. |
|
| Insys Manufacturing, LLC |
|
| Insys Pharma, Inc. |
|
| IPSC, LLC |
|
| IPT 355, LLC |
|
| Eliminations |
|
| Consolidated |
| |||||||||
|
|
| Case No. 19-11292 |
|
| Case No. 19-11293 |
|
| Case No. 19-11294 |
|
| Case No. 19-11295 |
|
| Case No. 19-11296 |
|
| Case No. 19-11297 |
|
| Case No. 19-11298 |
|
|
|
|
|
| 11/1/19- 11/30/19 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 | Net Revenue |
| $ | - |
|
| $ | (12,718 | ) |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | (12,718 | ) |
2 | Cost of Revenue |
| - |
|
| - |
|
| - |
|
|
| (121,173 | ) |
| - |
|
| - |
|
| - |
|
| - |
|
|
| (121,173 | ) | |||||||
3 | Total Gross Profit |
| - |
|
|
| (12,718 | ) |
| - |
|
|
| 121,173 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 108,456 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 | Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 | Selling |
| - |
|
|
| (47,709 | ) |
| - |
|
| - |
|
| - |
|
|
| 1,679 |
|
| - |
|
| - |
|
|
| (46,029 | ) | ||||||
6 | Marketing |
| - |
|
|
| 7,063 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 7,063 |
| |||||||
7 | Research and development |
| - |
|
| - |
|
|
| (102,485 | ) |
|
| (2,473,252 | ) |
| - |
|
| - |
|
| - |
|
| - |
|
|
| (2,575,621 | ) | ||||||
8 | General and administrative |
|
| 7,144,605 |
|
|
| 357,859 |
|
| - |
|
| - |
|
|
| (234,137 | ) |
| - |
|
| - |
|
| - |
|
|
| 7,268,212 |
| |||||
9 | Restructuring Fees(1) |
|
| 4,747,050 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 4,747,050 |
| |||||||
10 | Intercompany fees |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||
11 | Charges related to litigation award |
|
| 515,137 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 515,137 |
| |||||||
12 | Total Operating Expenses |
|
| 12,406,792 |
|
|
| 317,213 |
|
|
| (102,485 | ) |
|
| (2,473,137 | ) |
|
| (234,252 | ) |
|
| 1,679 |
|
| - |
|
| - |
|
|
| 9,915,811 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 | Income (loss) from operations |
|
| (12,406,792 | ) |
|
| (329,931 | ) |
|
| 102,485 |
|
|
| 2,594,310 |
|
|
| 234,252 |
|
|
| (1,679 | ) |
| - |
|
| - |
|
|
| (9,807,356 | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 | Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
15 | Interest income (expense) |
|
| 58,318 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 58,318 |
| |||||||
16 | Other income (expense), net |
|
| 98,405 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 98,405 |
| |||||||
17 | Total other income (expense), net |
|
| 156,723 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| 156,723 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 | Income (loss) before income taxes: |
|
| (12,250,070 | ) |
|
| (329,931 | ) |
|
| 102,485 |
|
|
| 2,594,310 |
|
|
| 234,252 |
|
|
| (1,679 | ) |
| - |
|
| - |
|
|
| (9,650,633 | ) | ||
19 | Income tax expense (benefit) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
20 | Net income (loss) |
| $ | (12,250,070 | ) |
| $ | (329,931 | ) |
| $ | 102,485 |
|
| $ | 2,594,310 |
|
| $ | 234,252 |
|
| $ | (1,679 | ) |
| $ | - |
|
| $ | - |
|
| $ | (9,650,633 | ) |
Footnotes:
(1) | Restructuring Fees for all entities are shown at Insys Therapeutics and include accrued fees for restructuring professionals. |
Page 7 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
MOR-3
Balance Sheet by Legal Entity
Reporting Period: November 1, 2019 – November 30, 2019
($’s in USD)
# | Category |
| Insys Therapeutics, Inc. |
|
| IC Operations, LLC |
|
| Insys Development Company, Inc. |
|
| Insys Manufacturing, LLC |
|
| Insys Pharma, Inc. |
|
| IPSC, LLC |
|
| IPT 335, LLC |
|
| Eliminations |
|
|
| Consolidated |
| ||||||||||||
|
|
| Case No. 19-11292 |
|
| Case No. 19-11293 |
|
| Case No. 19-11294 |
|
| Case No. 19-11295 |
|
| Case No. 19-11296 |
|
| Case No. 19-11297 |
|
| Case No 19-11298 |
|
|
|
|
|
|
| 11/30/19 |
| |||||||||||
1 | Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
2 | Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
3 | Cash and cash equivalents |
| $ | 46,373,330 |
|
| $ | 613,541 |
|
| $ | 165,854 |
|
| $ | 167,777 |
|
| $ | - |
|
| $ | 53,216 |
|
| $ | - |
|
| $ | - |
|
|
|
| 47,373,718 |
| |||
4 | Short-term investments |
|
| (0 | ) |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
|
| (0 | ) | ||||||||||
5 | Intercompany |
|
| 327,924,399 |
|
|
| (12,319,393 | ) |
|
| (8,499,913 | ) |
|
| (351,136,435 | ) |
|
| 84,113,960 |
|
|
| 2,347,066 |
|
| - |
|
|
| (42,429,683 | ) |
|
| - |
| |||||
6 | Trade accounts receivable, net |
|
| 6,447,265 |
|
|
| 3,591,352 |
|
|
| 20 |
|
| - |
|
|
| (2,672,932 | ) |
| - |
|
| - |
|
| - |
|
|
|
| 7,365,705 |
| |||||||
7 | Intercompany accounts receivable |
| - |
|
| - |
|
| - |
|
|
| 300,969,097 |
|
| - |
|
| - |
|
| - |
|
|
| (300,969,097 | ) |
|
| - |
| ||||||||||
8 | Inventory, net |
| - |
|
|
| 1,833,694 |
|
| - |
|
|
| (102,323 | ) |
| - |
|
| - |
|
| - |
|
|
| (1,968,453 | ) |
|
|
| (237,082 | ) | ||||||||
9 | Prepaid expenses and other assets |
|
| 6,106,248 |
|
|
| 27,216 |
|
|
| 97,456 |
|
|
| 28,544 |
|
|
| 22,732 |
|
|
| 44,787 |
|
| - |
|
|
| (108,000 | ) |
|
|
| 6,218,982 |
| ||||
10 | Deferred tax asset, current |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
11 | Total Current Assets |
|
| 386,851,241 |
|
|
| (6,253,590 | ) |
|
| (8,236,853 | ) |
|
| (50,073,340 | ) |
|
| 81,463,760 |
|
|
| 2,445,068 |
|
| - |
|
|
| (345,475,233 | ) |
|
|
| 60,721,323 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
12 | Fixed assets, net |
|
| 6,640 |
|
|
| (1,360 | ) |
|
| 470,080 |
|
|
| 1,684,141 |
|
| - |
|
| 0 |
|
| - |
|
| - |
|
|
|
| 2,159,501 |
| |||||||
13 | Operating lease right-of-use assets |
| - |
|
| - |
|
|
| 454,804 |
|
|
| (0 | ) |
| - |
|
| - |
|
| - |
|
| - |
|
|
|
| 454,804 |
| |||||||||
14 | Long-term investments |
|
| 518,219 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
|
| 518,219 |
| ||||||||||
15 | Intangible asset |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
16 | Goodwill |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
17 | Investment in subsidiary |
|
| 27,693,643 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| (27,693,643 | ) |
|
| - |
| ||||||||||
18 | Deferred tax asset, non-current |
| - |
|
| - |
|
| - |
|
| - |
|
|
| 1 |
|
| - |
|
| - |
|
| - |
|
|
|
| 1 |
| ||||||||||
19 | Other assets |
|
| 3,265,052 |
|
|
| 317,648 |
|
|
| 42,000 |
|
|
| 380,000 |
|
|
| 148,000 |
|
| - |
|
| - |
|
| - |
|
|
|
| 4,152,700 |
| ||||||
20 | Total Assets |
| $ | 418,334,795 |
|
| $ | (5,937,301 | ) |
| $ | (7,269,699 | ) |
| $ | (48,009,199 | ) |
| $ | 81,611,760 |
|
| $ | 2,445,068 |
|
| $ | - |
|
| $ | (373,168,876 | ) |
|
| $ | 68,006,548 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
21 | Liabilities And Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
22 | Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
23 | Accounts payable and accrued expenses |
| $ | 34,225,724 |
|
| $ | 5,429,953 |
|
| $ | 3,672,725 |
|
| $ | 1,357,413 |
|
| $ | 51,708,267 |
|
| $ | 7,723 |
|
| $ | - |
|
| $ | - |
|
|
| $ | 96,401,805 |
| |||
24 | Intercompany accounts payable |
| - |
|
|
| 5,685,434 |
|
| - |
|
| - |
|
|
| 295,283,663 |
|
| - |
|
| - |
|
|
| (300,969,097 | ) |
|
| - |
| |||||||||
25 | Accrued compensation |
|
| 702,068 |
|
|
| 329,207 |
|
|
| 707,319 |
|
|
| 468,232 |
|
|
| 94,867 |
|
|
| 2,966 |
|
| - |
|
| - |
|
|
|
| 2,304,659 |
| |||||
26 | Accrued sales allowances |
| - |
|
|
| 2,911,515 |
|
| - |
|
| - |
|
|
| 1,121,465 |
|
|
| 10,913 |
|
| - |
|
| - |
|
|
|
| 4,043,892 |
| ||||||||
27 | Current portion of operating lease liabilities |
| - |
|
| - |
|
|
| 327,287 |
|
|
| 143 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
|
| 327,430 |
| |||||||||
28 | Accrued litigation awards and settlements |
|
| 76,753,021 |
|
| - |
|
| - |
|
| - |
|
|
| 62,635,173 |
|
| - |
|
| - |
|
| - |
|
|
|
| 139,388,194 |
| |||||||||
29 | Deferred revenue |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
30 | Bank line of credit |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
31 | Notes payable to related party, including interest |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - | �� |
| - |
|
|
| - |
| ||||||||||||
32 | Total Current Liabilities |
|
| 111,680,814 |
|
|
| 14,356,109 |
|
|
| 4,707,331 |
|
|
| 1,825,787 |
|
|
| 410,843,434 |
|
|
| 21,602 |
|
| - |
|
|
| (300,969,097 | ) |
|
|
| 242,465,979 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
33 | Contingent payment obligation |
|
| 177,653,955 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
|
| 177,653,955 |
| ||||||||||
34 | Operating lease liability |
| - |
|
| - |
|
|
| 210,756 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
|
| 210,756 |
| ||||||||||
35 | Uncertain income tax position |
|
| 3,861,119 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
|
| 3,861,119 |
| ||||||||||
36 | Other non-current liabilities |
| - |
|
| - |
|
| - |
|
|
| 94,319 |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
|
| 94,319 |
| ||||||||||
37 | Notes payable to related party, including interest, long term |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
38 | Total Liabilities |
|
| 293,195,888 |
|
|
| 14,356,109 |
|
|
| 4,918,087 |
|
|
| 1,920,106 |
|
|
| 410,843,434 |
|
|
| 21,602 |
|
| - |
|
|
| (300,969,097 | ) |
|
|
| 424,286,129 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
39 | Commitments and contingencies |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
40 | Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
41 | Convertible preferred stock |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
42 | Common stock |
|
| 746,389 |
|
| - |
|
| - |
|
| - |
|
|
| 145,989 |
|
| - |
|
| - |
|
|
| (145,677 | ) |
|
|
| 746,702 |
| ||||||||
43 | Additional paid in capital |
|
| 575,021,594 |
|
| - |
|
| - |
|
| - |
|
|
| 59,117,800 |
|
| - |
|
| - |
|
|
| (335,217,966 | ) |
|
|
| 298,921,428 |
| ||||||||
44 | Unrealized gain/loss on investments |
|
| (76,998 | ) |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
|
| (76,998 | ) | ||||||||||
45 | Unrealized gain/loss on foreign exchange |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
46 | Notes receivable from stockholders |
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
|
| - |
| ||||||||||||
47 | Retained earnings |
|
| (302,745,683 | ) |
| - |
|
|
| 35,795,428 |
|
|
| (2,408,524 | ) |
|
| (298,163,466 | ) |
|
| 2,549,010 |
|
| - |
|
|
| 228,890,242 |
|
|
|
| (336,082,993 | ) | |||||
48 | Current period retained earnings (accumulated deficit) |
|
| (147,806,397 | ) |
|
| (20,293,410 | ) |
|
| (47,983,215 | ) |
|
| (47,520,780 | ) |
|
| (90,331,996 | ) |
|
| (125,543 | ) |
| - |
|
|
| 34,273,622 |
|
|
|
| (319,787,719 | ) | ||||
49 | Total Stockholders' Equity (Deficit) |
|
| 125,138,906 |
|
|
| (20,293,410 | ) |
|
| (12,187,787 | ) |
|
| (49,929,305 | ) |
|
| (329,231,674 | ) |
|
| 2,423,467 |
|
| - |
|
|
| (72,199,779 | ) |
|
|
| (356,279,581 | ) | ||||
50 | Total Liabilities And Stockholders' Equity (Deficit) |
| $ | 418,334,795 |
|
| $ | (5,937,301 | ) |
| $ | (7,269,699 | ) |
| $ | (48,009,199 | ) |
| $ | 81,611,760 |
|
| $ | 2,445,068 |
|
| $ | - |
|
| $ | (373,168,876 | ) |
|
| $ | 68,006,548 |
| |||
Page 8 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
Debtor Attestation with Respect to Postpetition Taxes
Reporting Period: November 1, 2019 – November 30, 2019
Andrece Housley hereby declares under penalty of perjury:
I am Chief Financial Officer of Insys Therapeutics, Inc., et al., the above captioned debtors and debtors in possession (collectively the "Debtors"). I am familiar with the Debtors day-to-day operations, business affairs and books and records. I am authorized to submit this statement on behalf of the Debtors.
All statements in this statement are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors' operations and financial condition. If I were called upon to testify, I could and would testify to each of the facts set forth herein based on such personal knowledge, review of documents, discussions with other employees of the Debtors or opinion.
To the best of my knowledge, information and belief, and except as otherwise set forth in the MOR, all of the Debtors have filed all the necessary federal, state and local tax returns, or extensions related there to, and have timely made (or are in the process of remediating any immaterial late filings or prepayments) all related required postpetition tax payments, which are not subject to dispute or reconciliation, and are current.
/s/ Andrece Housley |
| 2/5/2020 |
Andrece Housley |
| Date |
Chief Financial Officer of Insys Therapeutics, Inc.; et al.
Page 9 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
MOR-4
Summary of Unpaid Postpetition Debts
Reporting Period: November 1, 2019 – November 30, 2019
($’s in USD)
|
|
|
|
| Days Past Due |
|
|
| ||||||
# | Accounts Payable |
| Current |
| 0 - 30 Days |
| 31 - 60 Days |
| 61 - 90 Days |
| > 91 Days |
| Total |
|
1 | Combined Debtors(1)(2) | $ | 14,879 | $ | 1,329,392 | $ | 1,063,788 | $ | 633,105 | $ | 2,865,430 | $ | 5,906,593 |
|
Footnotes:
(1) | The postpetition accounts payable represents open and outstanding trade vendor invoices that have been entered into the Debtors’ accounts payable system and do not include accruals. This summary does not include intracompany and intercompany payables. |
(2) | Trade Payables per balance sheet include accruals and non-cash entries not due and payable per accounts payable aging. |
Page 10 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
MOR-5
Accounts Receivable Reconciliation and Aging
Reporting Period: November 1, 2019 – November 30, 2019
($’s in USD)
# | Accounts Receivable Reconciliation |
| Beginning Accounts Receivable |
|
| Change in Accounts Receivable |
|
| Ending Accounts Receivable |
| |||
1 | IC Operations, LLC(1) |
| $ | 6,989,639 |
|
| $ | (3,067,935 | ) |
| $ | 3,921,704 |
|
2 | Insys Therapeutics, Inc.(1) |
|
| 3,532,121 |
|
|
| 2,908,645 |
|
|
| 6,440,766 |
|
3 | Total Accounts Receivable |
| $ | 10,521,760 |
|
| $ | (159,290 | ) |
| $ | 10,362,470 |
|
|
|
|
|
|
|
| Days Past Due |
|
|
|
|
| |||||||||||||
# | Accounts Receivable Aging |
| Current |
|
| 0 - 30 Days |
|
| 31 - 60 Days |
|
| 61 - 90 Days |
|
| > 91 Days |
|
| Total |
| ||||||
1 | IC Operations, LLC(2) |
| $ | 827,731 |
|
| $ | 506,987 |
|
| $ | 639,101 |
|
| $ | 397,743 |
|
| $ | 1,550,142 |
|
| $ | 3,921,704 |
|
2 | Insys Therapeutics, Inc.(2) |
|
| 5,818,467 |
|
|
| 622,299 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,440,766 |
|
3 | Total Accounts Receivable |
| $ | 6,646,198 |
|
| $ | 1,129,287 |
|
| $ | 639,101 |
|
| $ | 397,743 |
|
| $ | 1,550,142 |
|
| $ | 10,362,470 |
|
Footnotes:
(1) | Amounts are shown on a gross basis before any adjustment for estimated bad debts and other uncollectable amounts. This summary does not include any accrued fees, discounts or intracompany and intercompany receivables. |
(2) | Amounts are aged from the due date and are included on a gross basis before any adjustment for estimated bad debts and other uncollectable amounts. This summary does not include any accrued fees, discounts or intracompany and intercompany receivables. |
Page 11 of 12
In re: |
| Case No. 19-11292 (KG) |
Insys Therapeutics, Inc.; et al. |
| Reporting Period: November 1 – November 30, 2019 |
Debtors |
|
|
MOR-6
Debtor Questionnaire
Reporting Period: November 1, 2019 – November 30, 2019
Must be completed each month | Yes | No | |
1. | Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. |
| X |
2. | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. |
| X |
3. | Have all postpetition tax returns been timely filed? If no, provide an explanation below. | X |
|
4. | Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. | X |
|
5. | Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. |
| X |
Page 12 of 12
