EXHIBIT 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MICHIGAN
TRANSMITTAL OF FINANCIAL REPORTS AND
CERTIFICATION OF COMPLIANCE WITH
UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR
THE PERIOD ENDED:February 29, 2012
| | |
In re: Energy Conversion Devices, Inc. | | Case Number: 12-43166 Chapter 11 Judge: Hon. Thomas J. Tucker |
Debtor.
Energy Conversion Devices, Inc./
As debtor in possession, I affirm:
| 1. | That I have reviewed the financial statements attached hereto, consisting of: |
| | | | | | |
___ | | Operating Statement | | | | (Form 2) |
___ | | Balance Sheet | | | | (Form 3) |
___ | | Summary of Operations | | | | (Form 4) |
___ | | Monthly Cash Statement | | | | (Form 5) |
___ | | Statement of Compensation | | | | (Form 6) |
___ | | Schedule of In-Force Insurance | | | | (Form 7) |
| | | | | | |
| | and that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated; |
| |
2. | | That the insurance, including workers’ compensation and unemployment insurance, as described in Section 5 of the Operating Instructions and Reporting Requirements For Chapter 11 Cases, is in effect; and |
| | (If not, attach a written explanation) | | YES x | | NO ¨ |
| |
3. | | That all post-petition taxes as described in Section 9 of the Operating Instructions and Reporting Requirements For Chapter 11 Cases are current. |
| | (If not, attach a written explanation) | | YES x | | NO ¨ |
| |
4. | | No professional fees (attorney, accountant, etc.) have been paid without specific court authorization. |
| | (If not, attach a written explanation) | | YES x | | NO ¨ |
| |
5. | | All United States Trustee Quarterly fees have been paid and are current. |
| | | | YES x | | NO ¨ |
| |
6. | | Have you filed your pre-petition tax returns? |
| | (If not, attach a written explanation) | | YES x | | NO ¨ |
I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.
| | | | | | |
Dated:March 26, 2012 | | Energy Conversion Devices, Inc. |
| | Debtor in Possession |
| |
| | /s/ William C. Andrews |
| | Title: | | William C. Andrews |
| | | | Chief Financial Officer | | Phone: 248-299-6047 |
Form 1
OPERATING STATEMENT (P&L)(1)
Period Ending:February 29, 2012
Case No: 12-43166
| | | | | | | | |
| | Current Month | | | Total Since Filing | |
| | |
Total Revenue | | | — | | | | — | |
Cost of Sales | | | — | | | | — | |
GROSS PROFIT | | | — | | | | — | |
EXPENSES: | | | | | | | | |
Officer Compensation | | $ | 48,542 | | | $ | 48,542 | |
Salary/Wage Expenses | | | 91,607 | | | | 91,607 | |
Employee Benefits & Pensions | | | 54,747 | | | | 54,747 | |
Payroll Taxes | | | 12,813 | | | | 12,813 | |
Other Taxes | | | 1,027 | | | | 1,027 | |
Rent and Lease Expense | | | — | | | | — | |
Interest Expense | | | 1,847 | | | | 1,847 | |
Property Insurance | | | 1,880 | | | | 1,880 | |
Automobile and Truck Expense | | | — | | | | — | |
Utilities | | | 138 | | | | 138 | |
Depreciation | | | 5,567 | | | | 5,567 | |
Travel and Entertainment | | | 5,293 | | | | 5,293 | |
Repairs and Maintenance | | | — | | | | — | |
Advertising | | | — | | | | — | |
Supplies | | | 1,779 | | | | 1,779 | |
Other Specify – Miscellaneous | | | 16,758 | | | | 16,758 | |
Other Specify – Restructuring | | | 1,480 | | | | 1,480 | |
| | | | | | | | |
TOTAL EXPENSES | | | 243,478 | | | | 243,478 | |
NON-OPERATING PROFIT | | | (243,478 | ) | | | (243,478 | ) |
Add: Non-Operating Income | | | | | | | | |
Total Interest Income | | | (36,672 | ) | | | (36,672 | ) |
Other Income | | | — | | | | — | |
Less: Non-Operating Expenses | | | | | | | | |
Professional Fees(2) | | | 128,250 | | | | 128,250 | |
Other – Income Taxes | | | — | | | | — | |
NET INCOME/(LOSS) | | $ | (335,056 | ) | | $ | (335,056 | ) |
| | | | | | | | |
(1) | The operating statement and balance sheet were prepared using accrual accounting. |
(2) | Professional fees are estimates. |
Form 2
BALANCE SHEET
Period Ending:February 29, 2012
Case No: 12-43166
| | | | | | | | | | |
| | Current Month | | | Prior Month | | At Filing | |
ASSETS: | | | | | | | | | | |
Cash and Cash Equivalents | | $ | 95,839,905 | | | | | $ | $94,740,784 | |
Investments | | | 43,871,701 | | | | | | 44,892,801 | |
Inventories, Net | | | — | | | | | | — | |
Accounts Receivable – Intercompany – USO | | | 793,182,650 | | | | | | 792,138,584 | |
Accounts Receivable – Intercompany – SIT/USO CDN: | | | 41,843,090 | | | | | | 41,812,183 | |
Accounts Receivable Secured Note USO LLC | | | 5,000,000 | | | | | | 5,000,000 | |
Accounts Receivable Trade – Net | | | 5,670,604 | | | | | | 5,652,829 | |
Land and Buildings | | | 1,525,568 | | | | | | 1,525,568 | |
Furniture, Fixtures & Equipment | | | 1,496,960 | | | | | | 1,496,960 | |
Accumulated Depreciation | | | (2,570,267 | ) | | | | | (2,563,233 | ) |
Restricted Cash | | | — | | | | | | — | |
Prepaid | | | 1,465,353 | | | | | | 1,561,738 | |
Investment in Subsidiaries | | | 42,720,205 | | | | | | 42,720,205 | |
Other Assets | | | 6,145,801 | | | | | | 6,273,278 | |
| | | | | | | | | | |
TOTAL ASSETS | | $ | 1,036,191,568 | | | | | $ | 1,035,251,696 | |
| | | | | | | | | | |
LIABILITIES: | | | | | | | | | | |
Post-petition Liabilities: | | | | | | | | | | |
Accounts Payable Trade – Net | | | 66,247 | | | | | | — | |
Accounts Payable Intercompany USO LLC | | | — | | | | | | — | |
Accounts Payable Intercompany SIT | | | — | | | | | | — | |
Lease Payable | | | — | | | | | | — | |
Warranty | | | — | | | | | | — | |
Other Liabilities | | | — | | | | | | — | |
Convertible Senior Notes | | | — | | | | | | — | |
Accrued Salaries and Wages | | | 8,061 | | | | | | — | |
Accrued Taxes | | | 683 | | | | | | — | |
Accrued Other | | | 111,146 | | | | | | — | |
| | | | | | | | | | |
TOTAL Post-petition Liabilities | | | 186,137 | | | | | | — | |
Secured Liabilities: | | | | | | | | | | |
Secured Accounts Payable – ECD | | | — | | | | | | — | |
Pre-petition Liabilities: | | | | | | | | | | |
Accounts Payable Trade – Net | | | 752,336 | | | | | | 752,336 | |
Accounts Payable Intercompany USO LLC | | | — | | | | | | — | |
Accounts Payable Intercompany SIT | | | — | | | | | | — | |
Accounts Payable Unsecured Liabilities | | | — | | | | | | — | |
Lease Payable | | | — | | | | | | — | |
Warranty | | | — | | | | | | — | |
Other Liabilities | | | 2,581,850 | | | | | | 2,581,850 | |
Convertible Senior Notes | | | 241,905,353 | | | | | | 241,220,038 | |
Accrued Salaries and Wages | | | 324,206 | | | | | | 324,206 | |
Accrued Taxes | | | 91,151 | | | | | | 91,151 | |
Accrued Other | | | 2,896,516 | | | | | | 2,533,542 | |
| | | | | | | | | | |
TOTAL Pre-petition Liabilities | | | 248,551,412 | | | | | | 247,503,123 | |
TOTAL LIABILITIES | | | 248,737,549 | | | | | | 247,503,123 | |
Equity: | | | | | | | | | | |
Owners Capital | | | (310,256 | ) | | | | | (310,256 | ) |
Additional Paid-In-Capital | | | 1,106,438,770 | | | | | | 1,106,438,770 | |
Retained Earnings – Pre Petition | | | (318,379,941 | ) | | | | | (318,379,941 | ) |
Retained Earnings – Post Petition | | | (294,553 | ) | | | | | — | |
| | | | | | | | | | |
TOTAL Equity | | | 787,454,020 | | | | | | 787,748,573 | |
TOTAL LIABILITIES AND EQUITY | | $ | 1,036,191,568 | | | | | $ | 1,035,251,696 | |
| | | | | | | | | | |
Form 3
SUMMARY OF OPERATIONS
Period Ended:February 29, 2012
Case No: 12-43166
Schedule of Post-petition Taxes Payable(1)
| | | | | | | | | | | | | | | | |
| | Beginning Balance | | | Accrued/ Withheld | | | Payments/ Deposits | | | Ending Balance | |
Income Taxes Withheld | | | | | | | | | | | | | | | | |
Federal | | | — | | | $ | 24,606.72 | | | $ | 24,606.72 | | | | — | |
State | | | — | | | | 6,359.06 | | | | 6,359.06 | | | | — | |
Local | | | — | | | | — | | | | — | | | | — | |
| | | | |
FICA Withheld | | | — | | | | 7,881.29 | | | | 7,881.29 | | | | — | |
| | | | |
Employers FICA | | | — | | | | 10,671.06 | | | | 10,671.06 | | | | — | |
| | | | |
Unemployment Tax | | | | | | | | | | | | | | | | |
Federal | | | — | | | | 20.32 | | | | 20.32 | | | | — | |
State | | | — | | | | 2,404.83 | | | | 2,404.83 | | | | — | |
| | | | |
Sales, Use & Excise Taxes | | | — | | | | — | | | | — | | | | — | |
| | | | |
Property Taxes | | | — | | | | 1,022.00 | | | | — | | | | — | |
| | | | |
Workers’ Compensation(2) | | | — | | | | — | | | | — | | | | — | |
| | | | |
Other | | | — | | | | — | | | | — | | | | — | |
| | | | |
TOTALS | | | — | | | $ | 52,965.28 | | | $ | 51,943.28 | | | | — | |
| | | | | | | | | | | | | | | | |
(1) | Payroll wages and taxes were funded pre petition, but released post petition. |
AGING OF ACCOUNTS RECEIVABLE
AND POST-PETITION ACCOUNTS PAYABLE
| | | | | | | | | | | | |
Age in Days | | 0-30 | | | 31-60 | | | Over 60 | |
Post Petition | | | | | | | | | | | | |
| | | |
Accounts Payable | | $ | 66,246.80 | | | $ | — | | | $ | — | |
Accounts Receivable | | $ | 55,954.44 | | | $ | 38,375.00 | | | $ | 353,509.56 | |
For all post-petition accounts payable over 30 days old, please attach a sheet listing each such account, to whom the account is owed, the date the account was opened, and the reason for non-payment of the account.
Describe events or factors occurring during this reporting period materially affecting operations and formulation of a Plan of Reorganization:None
Form 4
MONTHLY CASH STATEMENT
Period Ending:February 29, 2012
| | |
Cash Activity Analysis (Cash Basis Only): | | Case No: 12-43166 |
| | | | | | | | | | |
| | | | General Acct. | | | Money Market Acct. | |
| | | |
A. | | Beginning Balance | | $ | 47,043,783.50 | | | $ | 6,751,950.67 | |
| | | |
B. | | Receipts (Attach separate schedule) | | | 71,440.46 | | | | 86,001,683.03 | |
| | | | | | | | | | |
| | | |
C. | | Balance Available (A+B) | | | 47,115,223.96 | | | | 92,753,633.70 | |
| | | |
D. | | Less Disbursements (Attach separate schedule) | | | 44,029,350.60 | | | | — | |
| | | | | | | | | | |
| | | |
E. | | ENDING BALANCE (C-D) | | $ | 3,085,873.36 | | | $ | 92,753,633.70 | |
| | | | |
ATTENTION: Please enter the TOTAL DISBURSEMENT from all your accounts, including cash and excluding transfers, onto the line below. This is the number that will determine your quarterly fee payment:$29,350.60 |
|
(PLEASE ATTACH COPIES OF MOST RECENT RECONCILED BANK STATEMENTS FROM EACH ACCOUNT) |
|
General Account: |
| | |
1. | | Depository Name & Location | | JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan |
| | |
2. | | Account Number | | |
|
Money Market Account: |
| | |
1. | | Depository Name & Location | | JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan |
| | |
2. | | Account Number | | |
|
Tax Account: |
| | |
1. | | Depository Name & Location | | |
| | |
2. | | Account Number | | |
Other monies on hand (specify type and location) i.e., CD’s, bonds, etc.):
UBS Financial Services, Inc., Chicago, IL. – Investment account – CP75515 – corporate notes/bonds, municipal notes/bond, commercial paper; and money market funds – $43,871,700.34.
Date:March 26, 2012
| | |
Energy Conversion Devices, Inc. |
Debtor in Possession |
Form 5
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | Julian Hawkins, President, CEO and Director | | | | Capacity: | | ¨ | | Shareholder |
| | | | | | | | x | | Officer |
| | | | | | | | x | | Director |
| | | | | | | | x | | Insider |
Detailed Description of Duties:
| • | | Provides leadership to the business through the restructuring and sale process, focusing on the solar business |
| • | | Serves as a member of the Board of Directors |
| • | | Expand sales through supplier and customer base interaction |
| | | | | | | | | | | | |
Current Compensation Paid(1): | | | Weekly | | | | Or | | | | Monthly | |
| | | | | | | | | | $ | 16,923.08 | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | | | | | | | | | $ | 764.60 | |
Life Insurance | | | | | | | | | | $ | 90.00 | |
Accidental Death & Dismemberment Life Insurance | | | | | | | | | | $ | 12.00 | |
Long-Term and Short-Term Disability Insurance | | | | | | | | | | $ | 72.50 | |
Employee Assistance Program | | | | | | | | | | $ | 1.69 | |
Retirement | | | | | | | | | | $ | — | |
Company Vehicle | | | | | | | | | | $ | — | |
Entertainment | | | | | | | | | | $ | — | |
Travel (includes hotel, food, rental car, parking) | | | | | | | | | | $ | 2,438.16 | |
Internet/iPhone/iPad expenses | | | | | | | | | | $ | 2,142.82 | |
Wall Street Journal subscription | | | | | | | | | | $ | 34.58 | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 5,556.35 | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | | | | | | | | | $ | — | |
Loans | | | | | | | | | | $ | — | |
Lodging | | | | | | | | | | $ | 1,725.00 | |
Personal Car Mileage | | | | | | | | | | $ | 31.64 | |
| | | | | | | | | | | | |
Total Other Payments | | | | | | | | | | $ | 1,756.64 | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
| | | | | | | | | | $ | 24,236.07 | |
| | | | | | | | | | | | |
(1) | Payroll wages and taxes were funded pre petition, but released post petition. Amount represents the period 2/14/2012 – 2/29/2012. |
| | | | |
Dated:March 26, 2012 | | | | Julian Hawkins |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | Jay B. Knoll, Executive Vice President, | | | | Capacity: | | ¨ | | Shareholder |
| | Chief Restructuring Officer and Director | | | | | | x | | Officer |
| | | | | | | | x | | Director |
| | | | | | | | x | | Insider |
Detailed Description of Duties:
| • | | Provides leadership to the business through the restructuring, sale and bankruptcy processes |
| • | | Serves as a member of the Board of Directors |
| • | | Leads efforts to identify and implement cost reductions |
| | | | | | | | | | | | |
Current Compensation Paid (1): | | | Weekly | | | | Or | | | | Monthly | |
| | | | | | | | | | $ | 14,423.08 | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | | | | | | | | | $ | 849.92 | |
Life Insurance | | | | | | | | | | $ | 84.46 | |
Accidental Death & Dismemberment Insurance | | | | | | | | | | $ | 11.27 | |
Long-Term and Short-Term Disability Insurance | | | | | | | | | | $ | 72.50 | |
Employee Assistance Program | | | | | | | | | | $ | 1.69 | |
Retirement | | | | | | | | | | $ | — | |
Company Vehicle | | | | | | | | | | $ | — | |
Entertainment | | | | | | | | | | $ | — | |
Travel – Cab fare from NJ airport to hotel | | | | | | | | | | $ | 70.00 | |
Personal Car Mileage | | | | | | | | | | $ | 99.90 | |
AT&T Wireless Service | | | | | | | | | | $ | 25.00 | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 1,214.74 | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | | | | | | | | | $ | — | |
Loans | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Total Other Payments | | | | | | | | | | $ | — | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
| | | | | | | | | | $ | 15,637.82 | |
| | | | | | | | | | | | |
(2) | Payroll wages and taxes were funded pre petition, but released post petition. Amount represents the period 2/14/2012 – 2/29/2012. |
| | | | |
Dated:March 26, 2012 | | | | Jay B. Knoll |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | William C. Andrews, Executive Vice President and CFO | | | | Capacity: | | ¨ | | Shareholder |
| | | | | | | | x | | Officer |
| | | | | | | | ¨ | | Director |
| | | | | | | | x | | Insider |
Detailed Description of Duties:
| • | | Provides financial leadership and expertise to support the bankruptcy process |
| • | | Provides leadership and support to the business through the restructuring and sale process |
| • | | Provides oversight to company transition from a public company (SEC, SOX, etc.) |
| | | | | | | | | | | | |
Current Compensation Paid(1): | | | Weekly | | | | Or | | | | Monthly | |
| | | | | | | | | | $ | 13,461.54 | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | | | | | | | | | $ | 764.60 | |
Life Insurance | | | | | | | | | | $ | 78.91 | |
Accidental Death & Dismemberment Insurance | | | | | | | | | | $ | 10.53 | |
Long-Term and Short-Term Disability Insurance | | | | | | | | | | $ | 72.50 | |
Employee Assistance Program | | | | | | | | | | $ | 1.69 | |
Retirement | | | | | | | | | | $ | — | |
Company Vehicle | | | | | | | | | | $ | — | |
Entertainment | | | | | | | | | | $ | — | |
Travel | | | | | | | | | | $ | — | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 928.23 | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | | | | | | | | | $ | — | |
Loans | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Total Other Payments | | | | | | | | | | $ | — | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
| | | | | | | | | | $ | 14,389.77 | |
| | | | | | | | | | | | |
(1) | Payroll wages and taxes were funded pre petition, but released post petition. Amount represents the period 2/14/2012 – 2/29/2012. |
| | | | |
Dated:March 26, 2012 | | | | William C. Andrews |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | Joseph P. Conroy, Executive Vice President, ECD; | | | | Capacity: | | x | | Shareholder |
| | Senior Vice President, USO Operations | | | | | | x | | Officer |
| | | | | | | | ¨ | | Director |
| | | | | | | | x | | Insider |
Detailed Description of Duties:
| • | | Provides leadership to all operations and manufacturing related activity (Auburn Hills, Greenville 1&2, Tijuana, China JV and Marcegaglia) |
| • | | Responsible for building new equipment to support the company’s technology efforts |
| • | | Provides leadership to all manufacturing, engineering, quality functions (ensures the production of all manufacturing products) |
| | | | | | | | | | | | |
Current Compensation Paid(1): | | | Weekly | | | | Or | | | | Monthly | |
| | | | | | | | | | $ | — | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | | | | | | | | | $ | — | |
Life Insurance | | | | | | | | | | $ | — | |
Accidental Death & Dismemberment Insurance | | | | | | | | | | $ | — | |
Long-Term and Short-Term Disability Insurance | | | | | | | | | | $ | — | |
Employee Assistance Program | | | | | | | | | | $ | — | |
Retirement | | | | | | | | | | $ | — | |
Company Vehicle | | | | | | | | | | $ | — | |
Entertainment | | | | | | | | | | $ | — | |
Travel | | | | | | | | | | $ | — | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 0 | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | | | | | | | | | $ | — | |
Loans | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Other (Describe) | | | | | | | | | | $ | — | |
Total Other Payments | | | | | | | | | | $ | — | |
| | | |
| | | Weekly | | | | Or | | | | Monthly | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | | | |
| | | | | | | | | | $ | — | |
| | | | | | | | | | | | |
(1) | Mr. Conroy is an officer of Energy Conversion Devices; however, his compensation is paid by United Solar Ovonic LLC. |
| | | | |
Dated:March 26, 2012 | | | | Joseph P. Conroy |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | Joseph A. Avila | | | | Capacity: | | x | | Shareholder |
| | | | | | | | ¨ | | Officer |
| | | | | | | | x | | Director |
| | | | | | | | ¨ | | Insider |
Detailed Description of Duties:
• | | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
• | | assessing major risks facing the company, and reviewing options for their mitigation; |
• | | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
• | | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
• | | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| | | | | | | | | | | | |
Current Compensation Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | $ | — | | | | | | | $ | — | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | $ | — | | | | | | | $ | — | |
Life Insurance | | $ | — | | | | | | | $ | — | |
Retirement | | $ | — | | | | | | | $ | — | |
Company Vehicle | | $ | — | | | | | | | $ | — | |
Entertainment | | $ | — | | | | | | | $ | — | |
Travel | | $ | — | | | | | | | $ | — | |
Other Benefits | | $ | — | | | | | | | $ | — | |
Total Benefits | | $ | — | | | | | | | $ | — | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | $ | — | | | | | | | $ | — | |
Loans | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Total Other Payments | | $ | — | | | | | | | $ | — | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
| | $ | — | | | | | | | $ | — | |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | Alan E. Barton | | | | Capacity: | | x | | Shareholder |
| | | | | | | | ¨ | | Officer |
| | | | | | | | x | | Director |
| | | | | | | | ¨ | | Insider |
Detailed Description of Duties:
• | | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
• | | assessing major risks facing the company, and reviewing options for their mitigation; |
• | | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
• | | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
• | | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| | | | | | | | | | | | |
Current Compensation Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | $ | — | | | | | | | $ | — | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | $ | — | | | | | | | $ | — | |
Life Insurance | | $ | — | | | | | | | $ | — | |
Retirement | | $ | — | | | | | | | $ | — | |
Company Vehicle | | $ | — | | | | | | | $ | — | |
Entertainment | | $ | — | | | | | | | $ | — | |
Travel | | $ | — | | | | | | | $ | — | |
Other Benefits | | $ | — | | | | | | | $ | — | |
Total Benefits | | $ | — | | | | | | | $ | — | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | $ | — | | | | | | | $ | — | |
Loans | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Total Other Payments | | $ | — | | | | | | | $ | — | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
| | $ | — | | | | | | | $ | — | |
Dated:March 26, 2012
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | Robert I. Frey | | | | Capacity: | | x | | Shareholder |
| | | | | | | | ¨ | | Officer |
| | | | | | | | x | | Director |
| | | | | | | | ¨ | | Insider |
Detailed Description of Duties:
• | | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
• | | assessing major risks facing the company, and reviewing options for their mitigation; |
• | | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
• | | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
• | | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| | | | | | | | | | | | |
Current Compensation Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | $ | — | | | | | | | $ | — | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | $ | — | | | | | | | $ | — | |
Life Insurance | | $ | — | | | | | | | $ | — | |
Retirement | | $ | — | | | | | | | $ | — | |
Company Vehicle | | $ | — | | | | | | | $ | — | |
Entertainment | | $ | — | | | | | | | $ | — | |
Travel | | $ | — | | | | | | | $ | — | |
Other Benefits | | $ | — | | | | | | | $ | — | |
Total Benefits | | $ | — | | | | | | | $ | — | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | $ | — | | | | | | | $ | — | |
Loans | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Total Other Payments | | $ | — | | | | | | | $ | — | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
| | $ | — | | | | | | | $ | — | |
Dated:March 26, 2012
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | William J. Ketelhut | | | | Capacity: | | x | | Shareholder |
| | | | | | | | ¨ | | Officer |
| | | | | | | | x | | Director |
| | | | | | | | ¨ | | Insider |
Detailed Description of Duties:
• | | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
• | | assessing major risks facing the company, and reviewing options for their mitigation; |
• | | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
• | | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
• | | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| | | | | | | | | | | | |
Current Compensation Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | $ | — | | | | | | | $ | — | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | $ | — | | | | | | | $ | — | |
Life Insurance | | $ | — | | | | | | | $ | — | |
Retirement | | $ | — | | | | | | | $ | — | |
Company Vehicle | | $ | — | | | | | | | $ | — | |
Entertainment | | $ | — | | | | | | | $ | — | |
Travel | | $ | — | | | | | | | $ | — | |
Other Benefits | | $ | — | | | | | | | $ | — | |
Total Benefits | | $ | — | | | | | | | $ | — | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | $ | — | | | | | | | $ | — | |
Loans | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Total Other Payments | | $ | — | | | | | | | $ | — | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
| | $ | — | | | | | | | $ | — | |
Dated:March 26, 2012
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | Stephen Rabinowitz | | | | Capacity: | | x | | Shareholder |
| | | | | | | | ¨ | | Officer |
| | | | | | | | x | | Director |
| | | | | | | | ¨ | | Insider |
Detailed Description of Duties:
• | | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
• | | assessing major risks facing the company, and reviewing options for their mitigation; |
• | | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
• | | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
• | | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| | | | | | | | | | | | |
Current Compensation Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | $ | — | | | | | | | $ | — | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | $ | — | | | | | | | $ | — | |
Life Insurance | | $ | — | | | | | | | $ | — | |
Retirement | | $ | — | | | | | | | $ | — | |
Company Vehicle | | $ | — | | | | | | | $ | — | |
Entertainment | | $ | — | | | | | | | $ | — | |
Travel | | $ | — | | | | | | | $ | — | |
Other Benefits | | $ | — | | | | | | | $ | — | |
Total Benefits | | $ | — | | | | | | | $ | — | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | $ | — | | | | | | | $ | — | |
Loans | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Total Other Payments | | $ | — | | | | | | | $ | — | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
| | $ | — | | | | | | | $ | — | |
Dated:March 26, 2012
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:February 29, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| | | | | | | | | | |
Name: | | George A. Schreiber, Jr. | | | | Capacity: | | x | | Shareholder |
| | | | | | | | ¨ | | Officer |
| | | | | | | | x | | Director |
| | | | | | | | ¨ | | Insider |
Detailed Description of Duties:
• | | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
• | | assessing major risks facing the company, and reviewing options for their mitigation; |
• | | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
• | | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
• | | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| | | | | | | | | | | | |
Current Compensation Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | $ | — | | | | | | | $ | — | |
| | | |
Current Benefits Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Health Insurance | | $ | — | | | | | | | $ | — | |
Life Insurance | | $ | — | | | | | | | $ | — | |
Retirement | | $ | — | | | | | | | $ | — | |
Company Vehicle | | $ | — | | | | | | | $ | — | |
Entertainment | | $ | — | | | | | | | $ | — | |
Travel | | $ | — | | | | | | | $ | — | |
Other Benefits | | $ | — | | | | | | | $ | — | |
Total Benefits | | $ | — | | | | | | | $ | — | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | $ | — | | | | | | | $ | — | |
Loans | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Other (Describe) | | $ | — | | | | | | | $ | — | |
Total Other Payments | | $ | — | | | | | | | $ | — | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
| | $ | — | | | | | | | $ | — | |
Dated:March 26, 2012
Form 6
SCHEDULE OF IN-FORCE INSURANCE
Period Ending:February 29, 2012
Case No: 12-43166
| | | | |
INSURANCE TYPE | | CARRIER | | EXPIRATION DATE |
| | |
Workers’ Compensation | | Valley Forge Insurance Company | | 02/01/2013 |
Workers’ Compensation | | American Casualty Company of Reading PA | | 02/01/2013 |
General Liability | | American Casualty Company of Reading PA | | 02/01/2013 |
Property (1st Layer) | | Allianz Global Risk US Insurance Company | | 02/01/2013 |
Property (2nd Layer) | | Lexington Insurance Company | | 02/01/2013 |
Automobile Policy | | Continental Casualty Company | | 02/01/2013 |
Umbrella Policy | | Continental Casualty Company | | 02/01/2013 |
Foreign Package | | Continental Casualty Company | | 02/01/2013 |
Special Risk Coverage | | Great American Insurance Company | | 03/18/2013 |
Directors & Officers | | Allied World National Assurance Company | | 09/30/2012 |
Directors & Officers | | Illinois National Insurance Company | | 09/30/2012 |
Directors & Officers | | Beazley Insurance Company, Inc. (Lloyd’s of London) | | 09/30/2012 |
Employee Practices Liability | | Starr Indemnity & Liability Company | | 09/30/2012 |
Fiduciary Liability | | Starr Indemnity & Liability Company | | 09/30/2012 |
Fidelity Bond | | Starr Indemnity & Liability Company | | 09/30/2012 |
Primary Directors & Officers | | Starr Indemnity & Liability Company | | 09/30/2012 |
ERISA Bond | | Travelers Casualty and Surety Company of America | | 11/16/2014 |
Pollution Liability Coverage | | Chartis Specialty Insurance | | 02/01/2014 |
Form 7