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:April 30, 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:May 21, 2012 | | | | Energy Conversion Devices, Inc. |
| | | | Debtor in Possession |
| | |
| | | |  |
| | | | Title: | | William C. Andrews |
| | | | | | Chief Financial Officer | | Phone: 248-299-6047 |
Form 1
OPERATING STATEMENT (P&L)(1)
Period Ending:April 30, 2012
Case No: 12-43166
| | | | | | | | |
| | Current Month | | | Total Since Filing | |
Total Revenue | | $ | — | | | $ | — | |
Cost of Sales | | | — | | | | — | |
| | | | | | | | |
GROSS PROFIT | | | — | | | | — | |
| | | | | | | | |
EXPENSES: | | | | | | | | |
Officer Compensation | | | 97,083 | | | | 242,708 | |
Salary/Wage Expenses | | | 127,775 | | | | 367,757 | |
Employee Benefits & Pensions | | | (666 | ) | | | 95,336 | |
Payroll Taxes | | | 20,105 | | | | 51,112 | |
Other Taxes | | | 7,983 | | | | 20,201 | |
Rent and Lease Expense | | | 44,714 | | | | 89,428 | |
Interest Expense | | | 1,419 | | | | 4,559 | |
Property Insurance | | | 5,595 | | | | 13,070 | |
Automobile and Truck Expense | | | — | | | | — | |
Utilities | | | 32,921 | | | | 59,040 | |
Depreciation | | | 12,497 | | | | 32,029 | |
Travel and Entertainment | | | 15,280 | | | | 25,528 | |
Repairs and Maintenance | | | 669 | | | | 2,658 | |
Advertising | | | — | | | | — | |
Supplies | | | 6,313 | | | | 14,063 | |
Other | | | 986 | | | | 986 | |
Other Specify – Outside Services | | | 107,324 | | | | 118,291 | |
Other Specify – Restructuring | | | 119,130 | | | | 191,214 | |
| | | | | | | | |
TOTAL EXPENSES | | | 599,129 | | | | 1,327,979 | |
| | | | | | | | |
OPERATING PROFIT | | | (599,129 | ) | | | (1,327,979 | ) |
Add: Non-Operating Income | | | | | | | | |
Total Interest (Income) | | | (83,136 | ) | | | (311,923 | ) |
Other (Income) Expense | | | (19,758 | ) | | | (86,984 | ) |
Less: Non-Operating Expenses | | | | | | | | |
Professional Fees(2) | | | 516,888 | | | | 1,099,400 | |
Other – Income Taxes | | | — | | | | — | |
| | | | | | | | |
NET INCOME/(LOSS) | | $ | (1,013,123 | ) | | $ | (2,028,472 | ) |
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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:April 30, 2012
Case No: 12-43166
| | | | | | | | | | | | |
| | Current Month | | | Prior Month | | | At Filing | |
ASSETS: | | | | | | | | | | | | |
Cash and Cash Equivalents | | $ | 129,616,749 | | | $ | 128,093,267 | | | $ | 94,740,784 | |
Investments | | | 11,708,925 | | | | 11,904,993 | | | | 45,522,223 | |
Inventories, Net | | | — | | | | — | | | | — | |
Accounts Receivable – Intercompany - USO | | | 797,682,139 | | | | 795,485,836 | | | | 792,119,291 | |
Accounts Receivable – Intercompany – SIT/CDN | | | 41,850,273 | | | | 41,846,740 | | | | 41,840,029 | |
Secured Notes - Subsidiaries | | | 6,719,157 | | | | 6,719,157 | | | | 6,719,157 | |
Accounts Receivable Trade – Net | | | 465,964 | | | | 478,174 | | | | 457,813 | |
Land and Buildings | | | 1,525,568 | | | | 1,525,568 | | | | 1,525,568 | |
Furniture, Fixtures & Equipment | | | 1,473,406 | | | | 1,496,960 | | | | 1,496,960 | |
Accumulated Depreciation | | | (2,586,298 | ) | | | (2,582,765 | ) | | | (2,563,233 | ) |
Restricted Cash | | | — | | | | — | | | | — | |
Prepaid | | | 1,598,870 | | | | 1,641,584 | | | | 1,760,717 | |
Deposits + Holdbacks | | | 4,110,615 | | | | 5,769,009 | | | | 5,769,009 | |
Investment in Subsidiaries | | | 41,001,047 | | | | 41,001,047 | | | | 41,001,047 | |
Other Assets | | | 4,470,183 | | | | 4,711,339 | | | | 5,069,863 | |
| | | | | | | | | | | | |
TOTAL ASSETS | | $ | 1,039,636,597 | | | $ | 1,038,090,908 | | | $ | 1,035,459,227 | |
| | | | | | | | | | | | |
LIABILITIES: | | | | | | | | | | | | |
Post-petition Liabilities: | | | | | | | | | | | | |
Accounts Payable Trade – Net | | $ | 568,328 | | | $ | 170,516 | | | $ | — | |
Accounts Payable Intercompany USO | | | — | | | | — | | | | — | |
Accounts Payable Intercompany SIT | | | — | | | | — | | | | — | |
Lease Payable | | | — | | | | — | | | | — | |
Warranty | | | — | | | | — | | | | — | |
Other Liabilities | | | 127,181 | | | | 67,884 | | | | — | |
Convertible Senior Notes | | | — | | | | — | | | | — | |
Accrued Salaries and Wages | | | 38,437 | | | | 33,835 | | | | — | |
Accrued Taxes | | | 8,972 | | | | 3,350 | | | | — | |
Accrued Other | | | 652,066 | | | | 446,486 | | | | — | |
| | | | | | | | | | | | |
TOTAL Post-petition Liabilities | | | 1,394,984 | | | | 722,071 | | | | — | |
Secured Liabilities: | | | | | | | | | | | | |
Secured Accounts Payable | | | — | | | | — | | | | — | |
Pre-petition Liabilities: | | | | | | | | | | | | |
Accounts Payable Trade –Net | | | 952,594 | | | | 952,594 | | | | 952,594 | |
Accounts Payable Intercompany USO | | | — | | | | — | | | | — | |
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 | | | 244,419,164 | | | | 243,147,473 | | | | 241,220,038 | |
Accrued Salaries and Wages | | | 168,112 | | | | 168,112 | | | | 168,112 | |
Accrued Taxes | | | 91,151 | | | | 91,151 | | | | 91,151 | |
Accrued Other | | | 4,212,282 | | | | 3,554,399 | | | | 2,533,542 | |
| | | | | | | | | | | | |
TOTAL Pre-petition Liabilities | | | 252,425,152 | | | | 250,495,578 | | | | 247,547,287 | |
| | | | | | | | | | | | |
TOTAL LIABILITIES | | | 253,820,136 | | | | 251,217,650 | | | | 247,547,287 | |
EQUITY: | | | | | | | | | | | | |
Owners Capital | | | (313,415 | ) | | | (312,708 | ) | | | (310,256 | ) |
Additional Paid-In-Capital | | | 1,106,438,770 | | | | 1,106,438,770 | | | | 1,106,438,770 | |
Retained Earnings - Pre Petition + OCI | | | (318,280,422 | ) | | | (318,216,573 | ) | | | (318,216,573 | ) |
Retained Earnings - Post Petition | | | (2,028,472 | ) | | | (1,036,231 | ) | | | — | |
| | | | | | | | | | | | |
TOTAL EQUITY | | | 785,816,461 | | | | 786,873,258 | | | | 787,911,941 | |
| | | | | | | | | | | | |
TOTAL LIABILITIES AND EQUITY | | $ | 1,039,636,597 | | | $ | 1,038,090,908 | | | $ | 1,035,459,227 | |
| | | | | | | | | | | | |
Form 3
SUMMARY OF OPERATIONS
Period Ended:April 30, 2012
Case No: 12-43166
Schedule of Post-petition Taxes Payable
| | | | | | | | | | | | | | | | |
| | Beginning | | | Accrued/ | | | Payments/ | | | Ending | |
| | Balance | | | Withheld | | | Deposits | | | Balance | |
Income Taxes Withheld | | | | | | | | | | | | | | | | |
Federal | | | — | | | $ | 48,194.28 | | | $ | 48,194.28 | | | | — | |
State | | | — | | | | 12,519.18 | | | | 12,519.18 | | | | — | |
Local | | | — | | | | — | | | | — | | | | — | |
| | | | |
FICA Withheld | | | — | | | | 13,035.00 | | | | 13,035.00 | | | | — | |
| | | | |
Employers FICA | | | — | | | | 20,022.60 | | | | 20,022.60 | | | | — | |
| | | | |
Unemployment Tax | | | | | | | | | | | | | | | — | |
Federal | | | — | | | | — | | | | — | | | | — | |
State | | | — | | | | 69.02 | | | | 69.02 | | | | — | |
| | | | |
Sales, Use & Excise Taxes | | | — | | | | — | | | | — | | | | — | |
| | | | |
Property Taxes | | $ | 3,350.00 | | | | 5,622.00 | | | | — | | | $ | 8,972.00 | |
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Workers’ Compensation(1) | | | — | | | | — | | | | — | | | | — | |
| | | | |
Other | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
TOTALS | | $ | 3,350.00 | | | $ | 99,462.08 | | | $ | 93,840.08 | | | $ | 8,972.00 | |
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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 | | $ | 496,055.22 | | | $ | 71,303.61 | | | $ | 969.57 | |
Accounts Receivable | | $ | 27,158.20 | | | $ | 0.00 | | | $ | 438,805.80 | |
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:April 30, 2012
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Cash Activity Analysis (Cash Basis Only): | | Case No: 12-43166 |
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| | | | General Acct. | | | Money Market Acct. | |
A. | | Beginning Balance | | $ | 2,599,800.88 | | | $ | 125,557,953.34 | |
| | | |
| | Receipts | | | | | | | | |
B. | | (Attach separate schedule) | | | 1,794,320.16 | | | | 5,293.52 | |
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| | Balance Available | | | | | | | | |
C. | | (A+B) | | | 4,394,121.04 | | | | 125,563,246.86 | |
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| | Less Disbursements | | | | | | | | |
D. | | (Attach separate schedule) | | | 537,296.63 | | | | — | |
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| | ENDING BALANCE | | | | | | | | |
E. | | (C-D) | | $ | 3,856,824.41 | | | $ | 125,563,246.86 | |
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:$537,296.63
(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 |
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2. | | Account Number | | |
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Money Market Account: | | |
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1. | | Depository Name & Location | | JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan |
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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, paper; and money market funds - $11,708,923.96.
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Date:May 21, 2012 | | | | |
| | | |
| | | | | | Energy Conversion Devices, Inc. |
| | | | | | Debtor in Possession |
| | | | | | |
Form 5
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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) | | | | | | | | | | | — | |
Travel | | | | | | | | | | | 13,402.01 | |
Chinese Visa Application | | | | | | | | | | | — | |
Office Supplies | | | | | | | | | | | 173.74 | |
Internet/iPhone/iPad expenses | | | | | | | | | | | 2,595.90 | |
Conference/Seminar fee | | | | | | | | | | | 35.00 | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 17,147.44 | |
| | | | | | | | | | | | |
| | | |
Current Other Payments Paid: | | | Weekly | | | | Or | | | | Monthly | |
Rent Paid | | | | | | | | | | | — | |
Loans | | | | | | | | | | | — | |
Travel (to/from San Francisco) | | | | | | | | | | | — | |
Lodging | | | | | | | | | | $ | 1,725.00 | |
Personal Car Mileage | | | | | | | | | | | 620.63 | |
| | | | | | | | | | | | |
Total Other Payments | | | | | | | | | | $ | 2,345.63 | |
| | | | | | | | | | | | |
| | | |
| | | Weekly | | | | Or | | | | Monthly | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | $ | 56,159.74 | |
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Dated:May 21, 2012 | | | | Julian Hawkins |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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 | | | | | | | | | | | — | |
Personal Car Mileage | | | | | | | | | | | 399.07 | |
Internet/iPhone/iPad | | | | | | | | | | | 25.00 | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 1,443.91 | |
| | | | | | | | | | | | |
| | | |
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: | | | | | | | | | | $ | 32,693.92 | |
| | | | | | | | | | | | |
| | | | | | |
Dated:May 21, 2012 | | | | | | Jay B. Knoll |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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 | | | | | | | | | | | 5.00 | |
Postage/Freight | | | | | | | | | | | — | |
Dues/Subscriptions | | | | | | | | | | | — | |
Office Supplies | | | | | | | | | | | — | |
Personal Car Mileage | | | | | | | | | | | 165.96 | |
Internet/iPhone/iPad | | | | | | | | | | | 104.80 | |
| | | | | | | | | | | | |
Total Benefits | | | | | | | | | | $ | 1,203.99 | |
| | | | | | | | | | | | |
| | | |
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: | | | | | | | | | | $ | 30,370.66 | |
| | | | | | | | | | | | |
| | | | | | |
Dated:May 21, 2012 | | | | | | William C. Andrews |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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 | | | | | | | | | | | — | |
| | | |
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: | | | | | | | | | | | | |
| | | | | | | | | | $ | 0 | |
| | | | | | | | | | | | |
(1) | Mr. Conroy is an officer of Energy Conversion Devices; however, his compensation is paid by United Solar Ovonic LLC. |
| | | | | | | | | | |
| | | |
Dated:May 21, 2012 | | | | | | Joseph P. Conroy |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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(1): | | | Weekly | | | | Or | | | | Monthly | (1) |
| | | | | | | | | | $ | 19,000.00 | |
| | | |
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 | | | | | | | | | | | — | |
| | | |
| | | Weekly | | | | Or | | | | Monthly | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | $ | 19,000.00 | |
| | | | | | | | | | | | |
(1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chair of the Corporate Governance and Nominating Committee and the Finance Committee, Mr. Avila receives an additional $10,000, also paid quarterly in cash. Current compensation accrued in April, paid in May. |
| | | | |
Dated:May 21, 2012 | | | | |
| | | | Joseph A. Avila |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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(1): | | | Weekly | | | | Or | | | | | | Monthly | (1) |
| | | | | | | | | | | | | $18,375.00 | |
| | | | |
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 | | | | | | | | | | | | | — | |
| | | | |
| | | Weekly | | | | Or | | | | | | Monthly | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | | | $ | 18,375.00 | |
| | | | | | | | | | | | | | |
(1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chair of the Compensation Committee, Mr. Barton receives an additional $7,500, also paid quarterly in cash. Current compensation accrued in April, paid in May. |
| | | | |
Dated: May 21, 2012 | | | | |
| | | | Alan E. Barton |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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(1): | | | Weekly | | | | Or | | | | Monthly | (1) |
| | | | | | | | | | $ | 16,500.00 | |
| | | |
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 | | | | | | | | | | | — | |
| | | |
| | | Weekly | | | | Or | | | | Monthly | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | $ | 16,500.00 | |
| | | | | | | | | | | | |
(1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. Current compensation accrued in April, paid in May. |
| | | | | | |
| | |
Dated:May 21, 2012 | | | | Robert I. Frey |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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(1): | | | Weekly | | | | Or | | | | Monthly | (1) |
| | | | | | | | | | $ | 19,000.00 | |
| | | |
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 | | | | | | | | | | | — | |
| | | |
| | | Weekly | | | | Or | | | | Monthly | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | $ | 19,000.00 | |
| | | | | | | | | | | | |
(1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chair of the Audit Committee, Mr. Ketelhut receives an additional $10,000, also paid quarterly in cash. Current compensation accrued in April, paid in May. |
| | | | | | |
| | |
Dated:May 21, 2012 | | | | William J. Ketelhut |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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(1) : | | | Weekly | | | | Or | | | | Monthly | (1) |
| | | | | | | | | | $ | 24,750.00 | |
| | | |
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 | | | | | | | | | | | — | |
| | | |
| | | Weekly | | | | Or | | | | Monthly | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | $ | 24,750.00 | |
| | | | | | | | | | | | |
(1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chairman of the Board, Mr. Rabinowitz receives an additional $50,000, of which $33,000 is paid quarterly in cash. Current compensation accrued in April, paid in May. |
| | |
Dated:May 21, 2012 | | |
| | Stephen Rabinowitz |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending:April 30, 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(1): | | | Weekly | | | | Or | | | | Monthly | (1) |
| | | | | | | | | | $ | 16,500.00 | |
| | | |
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 | | | | | | | | | | | — | |
| | | Weekly | | | | Or | | | | Monthly | |
CURRENT TOTAL OF ALL PAYMENTS: | | | | | | | | | | $ | 16,500.00 | |
| | | | | | | | | | | | |
(1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. Current compensation accrued in April, paid in May. |
| | | | |
Dated:May 21, 2012 | | | | George A. Schreiber, Jr. |
Form 6
SCHEDULE OF IN-FORCE INSURANCE
Period Ending:April 30, 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