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:March 31, 2012
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In re: Energy Conversion Devices, Inc. | | Case Number: 12-43166 |
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| | Chapter 11 |
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| | 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. |
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(If not, attach a written explanation) | | YES x NO ¨ |
| 5. | All United States Trustee Quarterly fees have been paid and are current. |
| 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:April 23, 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:March 31, 2012
Case No: 12-43166
| | | | | | | | |
| | Current Month | | | Total Since Filing | |
Total Revenue | | | — | | | | — | |
Cost of Sales | | | — | | | | — | |
GROSS PROFIT | | | — | | | | — | |
EXPENSES: | | | | | | | | |
Officer Compensation | | $ | 97,083 | | | $ | 145,625 | |
Salary/Wage Expenses | | | 148,376 | | | | 239,983 | |
Employee Benefits & Pensions | | | 31,375 | | | | 96,003 | |
Payroll Taxes | | | 18,194 | | | | 31,007 | |
Other Taxes | | | 7,787 | | | | 12,218 | |
Rent and Lease Expense | | | 44,714 | | | | 44,714 | |
Interest Expense | | | 1,292 | | | | 3,139 | |
Property Insurance | | | 5,595 | | | | 7,475 | |
Automobile and Truck Expense | | | — | | | | — | |
Utilities | | | 18,150 | | | | 26,118 | |
Depreciation | | | 12,497 | | | | 19,531 | |
Travel and Entertainment | | | 4,562 | | | | 10,247 | |
Repairs and Maintenance | | | 1,989 | | | | 1,989 | |
Advertising | | | — | | | | — | |
Supplies | | | 1,637 | | | | 7,544 | |
Other Specify – Outside Services | | | 48,519 | | | | 10,966 | |
Other Specify – Restructuring | | | 70,604 | | | | 72,084 | |
| | | | | | | | |
TOTAL EXPENSES | | | 512,374 | | | | 728,644 | |
OPERATING PROFIT | | | (512,374 | ) | | | (728,644 | ) |
Add: Non-Operating Income | | | | | | | | |
Total Interest Income | | | (192,114 | ) | | | (228,786 | ) |
Other Income | | | (67,225 | ) | | | (67,225 | ) |
Less: Non-Operating Expenses | | | | | | | | |
Professional Fees(2) | | | 454,262 | | | | 582,512 | |
Other – Income Taxes | | | — | | | | — | |
| | | | | | | | |
NET INCOME/(LOSS) | | $ | (707,296 | ) | | $ | (1,015,144 | ) |
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(1) | The operating statement and balance sheet were prepared using accrual accounting. |
(2) | Professional fees are estimates. |
Form 2
BALANCE SHEET
Period Ending:March 31, 2012
Case No: 12-43166
| | | | | | | | | | | | |
| | Current Month | | | Prior Month | | | At Filing | |
ASSETS: | | | | | | | | | | | | |
Cash and Cash Equivalents | | $ | 128,093,267 | | | $ | 95,839,905 | | | $ | $94,740,784 | |
Investments | | | 11,904,993 | | | | 44,508,566 | | | | 45,522,223 | |
Inventories, Net | | | — | | | | — | | | | — | |
Accounts Receivable – Intercompany – USO | | | 795,485,836 | | | | 793,191,203 | | | | 792,147,137 | |
Accounts Receivable – Intercompany – SIT/USO CDN | | | 41,846,740 | | | | 41,843,090 | | | | 41,812,183 | |
Secured Notes – Subsidiary | | | 6,719,157 | | | | 6,719,157 | | | | 6,719,157 | |
Accounts Receivable Trade – Net | | | 478,174 | | | | 410,144 | | | | 457,813 | |
Land and Buildings | | | 1,525,568 | | | | 1,525,568 | | | | 1,525,568 | |
Furniture, Fixtures & Equipment | | | 1,496,960 | | | | 1,496,960 | | | | 1,496,960 | |
Accumulated Depreciation | | | (2,582,765 | ) | | | (2,570,267 | ) | | | (2,563,233 | ) |
Restricted Cash | | | — | | | | — | | | | — | |
Prepaid | | | 1,641,584 | | | | 1,664,332 | | | | 1,760,717 | |
Deposits + Holdbacks | | | 5,769,009 | | | | 5,827,009 | | | | 5,769,009 | |
Investment in Subsidiaries | | | 41,001,047 | | | | 41,001,047 | | | | 41,001,047 | |
Other Assets | | | 4,711,339 | | | | 4,942,387 | | | | 5,069,863 | |
| | | | | | | | | | | | |
TOTAL ASSETS | | $ | 1,038,090,908 | | | $ | 1,036,399,100 | | | $ | 1,035,459,227 | |
| | | | | | | | | | | | |
LIABILITIES: | | | | | | | | | | | | |
Post-petition Liabilities: | | | | | | | | | | | | |
Accounts Payable Trade – Net | | | 170,516 | | | | 66,247 | | | | — | |
Accounts Payable Intercompany USO LLC | | | — | | | | — | | | | — | |
Accounts Payable Intercompany SIT | | | — | | | | — | | | | — | |
Lease Payable | | | — | | | | — | | | | — | |
Warranty | | | — | | | | — | | | | — | |
Other Liabilities | | | 67,884 | | | | — | | | | — | |
Convertible Senior Notes | | | — | | | | — | | | | — | |
Accrued Salaries and Wages | | | 33,835 | | | | 8,061 | | | | — | |
Accrued Taxes | | | 3,350 | | | | 683 | | | | — | |
Accrued Other | | | 1,467,343 | | | | 111,146 | | | | — | |
| | | | | | | | | | | | |
TOTAL Post-petition Liabilities | | | 1,742,929 | | | | 186,137 | | | | — | |
Secured Liabilities: | | | | | | | | | | | | |
Secured Accounts Payable – ECD | | | — | | | | — | | | | — | |
Pre-petition Liabilities: | | | | | | | | | | | | |
Accounts Payable Trade – Net | | | 757,749 | | | | 757,749 | | | | 757,749 | |
Accounts Payable Intercompany USO LLC | | | — | | | | — | | | | — | |
Accounts Payable Intercompany SIT | | | — | | | | — | | | | — | |
Accounts Payable Unsecured Liabilities | | | — | | | | — | | | | — | |
Lease Payable | | | — | | | | — | | | | — | |
Warranty | | | — | | | | — | | | | — | |
Other Liabilities | | | 2,581,850 | | | | 2,581,850 | | | | 2,581,850 | |
Convertible Senior Notes | | | 243,147,473 | | | | 241,905,353 | | | | 241,220,038 | |
Accrued Salaries and Wages | | | 168,112 | | | | 168,112 | | | | 168,112 | |
Accrued Taxes | | | 91,151 | | | | 91,151 | | | | 91,151 | |
Accrued Other | | | 2,533,542 | | | | 2,896,516 | | | | 2,533,542 | |
| | | | | | | | | | | | |
TOTAL Pre-petition Liabilities | | | 249,279,876 | | | | 248,400,730 | | | | 247,352,442 | |
TOTAL LIABILITIES | | | 251,022,805 | | | | 248,586,868 | | | | 247,352,442 | |
Equity: | | | | | | | | | | | | |
Owners Capital | | | (312,708 | ) | | | (310,256 | ) | | | (310,256 | ) |
Additional Paid-In-Capital | | | 1,106,438,770 | | | | 1,106,438,770 | | | | 1,106,438,770 | |
Retained Earnings – Pre Petition | | | (318,021,728 | ) | | | (318,021,728 | ) | | | (318,021,728 | ) |
Retained Earnings – Post Petition + OCI | | | (1,036,231 | ) | | | (294,553 | ) | | | — | |
| | | | | | | | | | | | |
TOTAL Equity | | | 787,068,103 | | | | 787,812,233 | | | | 788,106,786 | |
TOTAL LIABILITIES AND EQUITY | | $ | 1,038,090,908 | | | $ | 1,036,399,100 | | | $ | 1,035,459,227 | |
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Form 3
SUMMARY OF OPERATIONS
Period Ended:March 31, 2012
Case No: 12-43166
Schedule of Post-petition Taxes Payable
| | | | | | | | | | | | | | | | |
| | Beginning Balance | | | Accrued/ Withheld | | | Payments/ Deposits | | | Ending Balance | |
Income Taxes Withheld | | | | | | | | | | | | | | | | |
Federal | | | — | | | $ | 59,025.40 | | | $ | 59,025.40 | | | | — | |
State | | | — | | | | 15,507.80 | | | | 15,507.80 | | | | — | |
Local | | | — | | | | — | | | | — | | | | — | |
| | | | |
FICA Withheld | | | — | | | | 18,783.02 | | | | 18,783.02 | | | | — | |
| | | | |
Employers FICA | | | — | | | | 25,391.37 | | | | 25,391.37 | | | | — | |
| | | | |
Unemployment Tax | | | — | | | | | | | | | | | | — | |
Federal | | | — | | | | 13.05 | | | | 13.05 | | | | — | |
State | | | — | | | | 613.21 | | | | 613.21 | | | | — | |
| | | | |
Sales, Use & Excise Taxes | | | — | | | | — | | | | — | | | | — | |
| | | | |
Property Taxes | | $ | 1,022.00 | | | $ | 7,937.00 | | | | — | | | $ | 8,959.00 | |
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Workers’ Compensation(1) | | | — | | | | — | | | | — | | | | — | |
| | | | |
Other | | | — | | | | — | | | | — | | | | — | |
| | | | |
TOTALS | | $ | 1,022.00 | | | $ | 127,270.85 | | | $ | 119,333.85 | | | $ | 8,959.00 | |
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AGING OF ACCOUNTS RECEIVABLE
AND POST-PETITION ACCOUNTS PAYABLE
| | | | | | | | | | | | |
Age in Days | | 0-30 | | | 31-60 | | | Over 60 | |
Post Petition | | | | | | | | | | | | |
| | | |
Accounts Payable | | $ | 160,273.80 | | | $ | 10,242.27 | | | $ | — | |
Accounts Receivable | | $ | 35,238.67 | | | $ | 59,520.31 | | | $ | 383,414.57 | |
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:March 31, 2012
Cash Activity Analysis (Cash Basis Only): Case No: 12-43166
| | | | | | | | | | |
| | | | General Acct. | | | Money Market Acct. | |
A. | | Beginning Balance | | $ | 3,085,873.36 | | | $ | 92,753,633.70 | |
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B. | | Receipts (Attach separate schedule) | | | 138,387.71 | | | | 32,804,319.64 | |
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C. | | Balance Available (A+B) | | | 3,224,261.07 | | | | 125,557,953.34 | |
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D. | | Less Disbursements (Attach separate schedule) | | | 624,460.19 | | | | — | |
| | | | | | | | | | |
E. | | ENDING BALANCE (C-D) | | $ | 2,599,800.88 | | | $ | 125,557,953.34 | |
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:$624,460.19
(PLEASE ATTACH COPIES OF MOST RECENT RECONCILED BANK STATEMENTS FROM EACH ACCOUNT)
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General Account: | | |
| | |
1. | | Depository Name & Location | | JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan |
| | |
2. | | Account Number | | 816340913 |
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Money Market Account: | | | | |
| | |
1. | | Depository Name & Location | | JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan |
| | |
2. | | Account Number | | 2908940048 |
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, paper; and money market funds—$11,567,670.73.
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Date:April 23, 2012 | | | | |
| | | |
| | | | | | Energy Conversion Devices, Inc. |
| | | | | | Debtor in Possession |
| | | | | | |
Form 5
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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: | | | Weekly | | | | Or | | |
$ | Monthly
36,666.67 |
|
| | | |
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 (Business meals) | | | | | | | | | | $ | 1,414.47 | |
Travel | | | | | | | | | | $ | 4,241.99 | |
Chinese Visa Application | | | | | | | | | | $ | 255.00 | |
Office Supplies | | | | | | | | | | $ | 644.48 | |
Internet/iPhone/iPad expenses | | | | | | | | | | $ | 35.85 | |
Conference/Seminar fee | | | | | | | | | | $ | 35.00 | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 7,567.58 | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
| | | |
Rent Paid | | | | | | | | | | $ | — | |
Loans | | | | | | | | | | $ | — | |
Travel (to/from San Francisco) | | | | | | | | | | $ | 5,178.10 | |
Lodging | | | | | | | | | | $ | 1,725.00 | |
Personal Car Mileage | | | | | | | | | | $ | 267.54 | |
| | | | | | | | | | | | |
Total Other Payments | | | | | | | | | | $ | 7,170 .64 | |
| | | |
| | | Weekly | | | | Or | | | | Monthly | |
| | | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | $ | 51,404.89 | |
| | | | | | | | | | | | |
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| | |
Dated:April 23, 2012 | | | | Julian Hawkins |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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: | | | Weekly | | | | Or | | |
$ | Monthly
31,250.01 |
|
| | | |
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 | | | | | | | | | | $ | 179.90 | |
Personal Car Mileage | | | | | | | | | | $ | 106.56 | |
Internet/iPhone/iPad | | | | | | | | | | $ | 25.00 | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 1,331.30 | |
| | | |
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: | | | | | | | | | | $ | 32,581.31 | |
| | | | | | | | | | | | |
| | | | | | |
| | | |
Dated:April 23, 2012 | | | | | | Jay B. Knoll |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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: | | | Weekly | | | | Or | | | | Monthly | |
| | | | | | | | | | $ | 29,166.67 | |
| | | |
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 | | | | | | | | | | $ | — | |
Postage/Freight | | | | | | | | | | $ | 1,557.20 | |
Dues/Subscriptions | | | | | | | | | | $ | 645.00 | |
Office Supplies | | | | | | | | | | $ | 241.68 | |
Personal Car Mileage | | | | | | | | | | $ | 24.98 | |
Internet/iPhone/iPad | | | | | | | | | | $ | 189.48 | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 3,586.57 | |
| | | | | | | | | | | | |
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: | | | | | | | | | | $ | 32,753.24 | |
| | | | | | | | | | | | |
| | | | | | |
| | |
Dated:April 23, 2012 | | | | William C. Andrews |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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:April 23, 2012 | | | | | | Joseph P. Conroy |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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 | |
| | | |
| | $ | — | | | | | | | $ | — | |
| | | | | | |
| | |
Dated:April 23, 2012 | | | | Joseph A. Avila |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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:April 23, 2012 | | | | Alan E. Barton |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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:April 23, 2012 | | | | Robert I. Frey |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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:April 23, 2012 | | | | William J. Ketelhut |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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:April 23, 2012 | | | | Stephen Rabinowitz |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:March 31, 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:April 23, 2012 | | | | George A. Schreiber, Jr. |
Form 6
SCHEDULE OF IN-FORCE INSURANCE
Period Ending:March 31, 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