Exhibit 99.1
MOR-1
Constar U.S. Operations
Condensed Statement of Cash Flows
(In thousands)
(Unaudited)
| | | | |
| | January 11, 2011 | |
| | (Petition Date) | |
| | to January 31, | |
| | 2011 | |
Cash flows from operating activities: | | | | |
Net loss | | $ | (35,753 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | |
Depreciation and amortization | | | 1,773 | |
Write-off deferred financing fees | | | 2,412 | |
Debt accretion | | | 28,664 | |
Changes in assets and liabilities, net | | | 10,177 | |
| | | |
Net cash provided by operating activities | | | 7,273 | |
| | | |
| | | | |
Cash flows from investing activities: | | | | |
Purchases of property, plant and equipment | | | (451 | ) |
Restricted cash to collateralize letter of credit | | | (2,329 | ) |
| | | |
Net cash used in investing activities | | | (2,780 | ) |
| | | |
| | | | |
Cash flows from financing activities: | | | | |
Net change in debtor-in-possession financing | | | 38,000 | |
Repayment of short-term debt | | | (30,444 | ) |
| | | |
Cash flows provided by financing activities | | | 7,556 | |
| | | |
| | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | |
| | | |
| | | | |
Net change in cash and cash equivalents | | | 12,049 | |
Cash and cash equivalents at the beginning of period | | | 2,318 | |
| | | |
| | | | |
Cash and cash equivalents at the end of period | | $ | 14,367 | |
| | | |
MOR-1
Constar U.K. Operations
Condensed Statement of Cash Flows
(In thousands)
(Unaudited)
| | | | |
| | January 11, 2011 | |
| | (Petition Date) | |
| | to January 31, | |
| | 2011 | |
Cash flows from operating activities: | | | | |
Net income | | $ | 171 | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | |
Depreciation and amortization | | | 128 | |
Changes in assets and liabilities, net | | | (3,082 | ) |
| | | |
Net cash provided by operating activities | | | (2,783 | ) |
| | | |
| | | | |
Cash flows from investing activities: | | | | |
Purchases of property, plant and equipment | | | — | |
| | | |
Net cash used in investing activities | | | — | |
| | | |
| | | | |
Cash flows from financing activities: | | | | |
Change in intercompany loans | | | 2,651 | |
| | | |
Cash flows provided by financing activities | | | 2,651 | |
| | | |
| | | | |
Effect of exchange rate changes on cash and cash equivalents | | | 27 | |
| | | |
| | | | |
Net change in cash and cash equivalents | | | (105 | ) |
Cash and cash equivalents at the beginning of period | | | 1,101 | |
| | | |
| | | | |
Cash and cash equivalents at the end of period | | $ | 996 | |
| | | |
MOR-1a
Bank Reconciliations
Status of Bank Reconciliations
The undersigned verifies that, to the best of his knowledge, all of the Debtors’ January 31, 2011, bank balances have been reconciled in an accurate and timely manner.
| | | |
|
By: | | /s/ J. Mark Borseth |
| | |
Name: | | J. Mark Borseth |
Title: | | Executive Vice President and Chief Financial Officer |
MOR 1-b
Schedule of Professional Fees Paid
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Period | | Amount | | | | | | | Check | | | | | | | Amount Paid | | | Year-to-Date | |
Payee | | | Covered | | Approved | | | Payor | | | Number | | | Date | | | Fees | | | Expenses | | | Fees | | | Expenses | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| N/A | | | January 11, 2011 - January 31, 2011 | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
No payments made to retained professionals during the period
MOR-2
Constar U.S. Operations
Condensed Combined Statement of Operations
(In thousands)
(Unaudited)
| | | | |
| | January 11, 2011 | |
| | (Petition Date) | |
| | to January 31, | |
| | 2011 | |
Net sales | | $ | 20,074 | |
Cost of products sold, excluding depreciation | | | 18,619 | |
Depreciation and amortization | | | 1,690 | |
| | | |
Gross profit | | | (235 | ) |
| | | |
| | | | |
Selling and administrative expenses | | | 942 | |
Research and technology expenses | | | 304 | |
Provision for restructuring | | | 116 | |
Gain on disposal of assets | | | — | |
| | | |
Total operating expenses | | | 1,362 | |
| | | |
| | | | |
Operating income (loss) | | | (1,597 | ) |
| | | | |
Interest expense | | | (3,689 | ) |
Interest income — intercompany | | | 188 | |
Reorganization items, net | | | (30,547 | ) |
Other expense, net | | | (111 | ) |
| | | |
Income before income taxes | | | (35,756 | ) |
(Provision for) income taxes | | | 3 | |
| | | |
Net income (loss) | | $ | (35,753 | ) |
| | | |
Combined statements include Constar International Inc., Constar, Inc., Constar Foreign Holdings, Inc., BFF, Inc., and DT, Inc.
MOR-2
Constar International U.K. Limited
Condensed Statement of Operations
(In thousands)
(Unaudited)
| | | | |
| | January 11, 2011 | |
| | (Petition Date) | |
| | to January 31, | |
| | 2011 | |
Net sales | | $ | 5,566 | |
Cost of products sold, excluding depreciation | | | 5,540 | |
Depreciation and amortization | | | 128 | |
| | | |
Gross profit | | | (102 | ) |
| | | |
| | | | |
Selling and administrative expenses | | | 122 | |
| | | |
Total operating expenses | | | 122 | |
| | | |
| | | | |
Operating income (loss) | | | (224 | ) |
| | | | |
Interest expense — intercompany | | | (164 | ) |
Other (income) expense, net | | | 558 | |
| | | |
Income before income taxes | | | 171 | |
(Provision for) income taxes | | | — | |
| | | |
Net income (loss) | | $ | 171 | |
| | | |
| | | | |
Exchange rate for the period | | | 1.5462 | |
MOR-3
Constar U.S. Operations
Condensed Combined Balance Sheets
(In thousands)
(Unaudited)
| | | | | | | | |
| | | | | | January 11, | |
| | January 31, | | | 2011 | |
| | 2011 | | | (Petition Date) | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 14,367 | | | $ | 2,318 | |
Restricted cash | | | 2,329 | | | | — | |
Accounts receivable, net | | | 19,237 | | | | 17,520 | |
Intercompany receivables | | | 30,814 | | | | 31,374 | |
Inventories, net | | | 26,262 | | | | 22,380 | |
Prepaid expenses and other current assets | | | 5,962 | | | | 8,211 | |
Assets held for sale | | | 1,974 | | | | — | |
Deferred tax assets | | | 2,717 | | | | 2,757 | |
| | | | | | |
Total current assets | | | 103,662 | | | | 84,560 | |
| | | | | | |
Property, plant and equipment, net | | | 84,447 | | | | 85,686 | |
Goodwill | | | 49,682 | | | | 49,682 | |
Intangible assets, net | | | 21,863 | | | | 21,946 | |
Other non-current assets | | | 3,187 | | | | 4,934 | |
| | | | | | |
Total assets | | $ | 262,841 | | | $ | 246,808 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Short-term debt | | $ | 38,000 | | | $ | 30,444 | |
Accounts payable and accrued expenses | | | 33,008 | | | | 37,726 | |
| | | | | | |
Total current liabilities | | | 71,008 | | | | 68,170 | |
| | | | | | |
Long-term debt | | | — | | | | 191,336 | |
Liabilities subject to compromise | | | 241,742 | | | | — | |
Pension and post-retirement liabilities | | | 32,732 | | | | 33,380 | |
Deferred income taxes | | | 7,991 | | | | 8,033 | |
Other non-current liabilities | | | 6,373 | | | | 6,340 | |
| | | | | | |
Total liabilities | | | 359,846 | | | | 307,259 | |
| | | | | | |
| | | | | | | | |
Stockholders’ deficit | | | (97,005 | ) | | | (60,451 | ) |
| | | | | | |
Total liabilities and stockholders’ deficit | | $ | 262,841 | | | $ | 246,808 | |
| | | | | | |
Combined statements include Constar International Inc., Constar, Inc., Constar Foreign Holdings, Inc., BFF, Inc., and DT, Inc.
MOR-3
Constar International U.K. Limited
Condensed Balance Sheet
(In thousands)
(Unaudited)
| | | | | | | | |
| | | | | | January 11, | |
| | January 31, | | | 2011 | |
| | 2011 | | | (Petition Date) | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 996 | | | $ | 1,101 | |
Accounts receivable, net | | | 9,116 | | | | 9,773 | |
Inventories, net | | | 7,316 | | | | 6,831 | |
Prepaid expenses and other current assets | | | 3,564 | | | | 1,822 | |
| | | | | | |
Total current assets | | | 20,992 | | | | 19,527 | |
| | | | | | |
Property, plant and equipment, net | | | 9,477 | | | | 9,379 | |
Other non-current assets | | | 332 | | | | 328 | |
| | | | | | |
Total assets | | $ | 30,801 | | | $ | 29,234 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | | 5,109 | | | | 8,397 | |
| | | | | | |
Total current liabilities | | | 5,109 | | | | 8,397 | |
| | | | | | |
Pension liabilities | | | 2,407 | | | | 2,306 | |
Intercompany loans | | | 40,603 | | | | 37,031 | |
Other liabilities | | | 187 | | | | 200 | |
Liabilities subject to compromise | | | 1,424 | | | | — | |
| | | | | | |
Total liabilities | | | 49,730 | | | | 47,934 | |
| | | | | | |
| | | | | | | | |
Stockholders’ deficit | | | (18,929 | ) | | | (18,700 | ) |
| | | | | | |
Total liabilities and stockholders’ deficit | | $ | 30,801 | | | $ | 29,234 | |
| | | | | | |
| | | | | | | | |
Exchange rate | | | 1.5611 | | | | 1.5611 | |
MOR-4
Status of Post-Petition Taxes
The undersigned verifies that, to the best of his knowledge, all undisputed post-petition tax obligations, including but limited to payroll, income, franchise, and other taxes, have been paid by the Debtors to the proper taxing authorities when due.
| | | | |
| | |
By: | /s/ J. Mark Borseth | | |
Name: | J. Mark Borseth | | |
Title: | Executive Vice President and Chief Financial Officer | | |
MOR-5
Accounts Receivable Reconciliation and Aging
U.S. Operations
| | | | |
| | Amount | |
Accounts Receivable Reconciliation: | | | | |
Accounts receivable — beginning | | $ | 17,353 | |
Plus: Amounts billed during the period | | | 21,200 | |
Less: Amounts collected during the period | | | (19,873 | ) |
| | | |
Accounts receivable — ending | | $ | 18,680 | |
| | | |
| | | | |
Accounts Receivable Aging: | | | | |
0-30 days old | | $ | 15,719 | |
31-60 days old | | | 2,075 | |
61-90 days old | | | 539 | |
91+ days old | | | 347 | |
| | | |
Total accounts receivable | | | 18,680 | |
Amount considered uncollectible (bad debt) | | | (337 | ) |
| | | |
Accounts receivable, net | | $ | 18,343 | |
| | | |
MOR-5
Accounts Receivable Reconciliation and Aging
U.K. Operations
| | | | |
|
Accounts Receivable Reconciliation: | | | | |
Accounts receivable — beginning | | $ | 8,705 | |
Plus: Amounts billed during the period | | | 6,221 | |
Less: Amounts collected during the period | | | (6,786 | ) |
| | | |
Accounts receivable — ending | | $ | 8,140 | |
| | | |
| | | | |
Accounts Receivable Aging: | | | | |
0-30 days old | | $ | 7,776 | |
31-60 days old | | | 450 | |
61-90 days old | | | (19 | ) |
91+ days old | | | (67 | ) |
| | | |
Total accounts receivable | | | 8,140 | |
Amount considered uncollectible (bad debt) | | | (62 | ) |
| | | |
Accounts receivable, net | | $ | 8,077 | |
| | | |
MOR-5
Debtor Questionnaire
| | | | | | |
| | | | Yes | | No |
| | | | | | |
1 | | Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide and explanation. | | | | X |
| | | | | | |
2 | | Have any funds been disbursed from any account other than a debtor in possession account? If yes, provide an explanation below. | | | | X |
| | | | | | |
3 | | Have all postpetition tax returns been timely filed? If no, provide an explanation. | | 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 accounts(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. | | | | X |