-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JEBkAM60Kz7uMZ2Er6GJKk3Y4I3vosn357obJ/O+2xdRjRYAqm+90sTWog/2/zXl bAhZtjqU7C41gs62QQ0Aqg== 0000950123-05-001877.txt : 20050215 0000950123-05-001877.hdr.sgml : 20050215 20050215161931 ACCESSION NUMBER: 0000950123-05-001877 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050215 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TL ADMINISTRATION CORP CENTRAL INDEX KEY: 0001015868 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 113317986 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21003 FILM NUMBER: 05617417 BUSINESS ADDRESS: STREET 1: C/O FTI CONSULTING INC STREET 2: 622 THIRD AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 11201 BUSINESS PHONE: (212) 499-3600 MAIL ADDRESS: STREET 1: C/O FTI CONSULTING INC STREET 2: 622 THIRD AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 11201 FORMER COMPANY: FORMER CONFORMED NAME: TWINLAB CORP DATE OF NAME CHANGE: 19960710 FORMER COMPANY: FORMER CONFORMED NAME: TLG LABORATORIES HOLDING CORP DATE OF NAME CHANGE: 19960603 8-K 1 y05877e8vk.txt TL ADMINISTRATION CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 15, 2005 ------------------------- TL Administration Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-21003 11-3317986 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) c/o Alix Partners 9 West 57th Street, Suite 1640 New York, NY 10019 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 490-2500 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 Regulation FD Disclosure. As previously disclosed, on September 4, 2003, TL Administration Corporation (f/k/a Twinlab Corporation) ("Holdings"), TL Administration Inc. (f/k/a Twin Laboratories Inc.) and TL Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) (collectively the "Companies" or the "Debtors") commenced voluntary cases under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Court"). These chapter 11 cases are being jointly administered under chapter 11 case number 03-15564 (CB) and are pending before the Honorable Cornelius Blackshear. In addition, on September 4 , 2003, the Companies entered into that certain asset purchase agreement with IdeaSphere, Inc. ("IdeasSphere), pursuant to which the Companies sold substantially all of their assets (the "Asset Purchase Agreement"). The sale closed on December 19, 2003, effective as of December 9, 2003. In connection with the sale, the Debtors obtained an order from the Court authorizing them to change their names. Twinlab Corporation changed its name to TL Administration Corporation, Twin Laboratories Inc. changed its name to TL Administration Inc. and Twin Laboratories (UK) Ltd. changed its name to TL Administration (UK) Ltd. The Debtors continue to operate as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On February 15, 2005, the Companies filed with the Court their required Monthly Operating Reports for the month ended January 31, 2005 in a form prescribed by the Office of the United States Trustee of the Department of Justice for the Southern District of New York. A copy of the Monthly Operating Reports for each of the companies is attached hereto as Exhibits 99.1 to 99.3. This Current Report (including the Exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. The Companies' informational filings with the Court, including these Monthly Operating Reports, are available to the public at the office of the Clerk of the Bankruptcy Court, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408. The Monthly Operating Reports may be available electronically, for a fee, through the Court's Internet world wide web site, whose address is www.nysb.uscourts.gov. --------------------- Limitation on Incorporation by Reference In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. -2- Cautionary Statements Regarding Financial and Operating Data The Companies caution investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, as they were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of any of the Debtors, or any other affiliate of the Companies. The Monthly Operating Reports were not audited or reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Companies securities, the Monthly Operating Report is complete. The Monthly Operating Reports also contain information for periods which are shorter or otherwise different from those required in the Companies' reports pursuant to the Exchange Act, and such information might not be indicative of the Companies' financial condition or operating results for the period that would be reflected in the Companies' financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results. Cautionary Statement Regarding Forward-Looking Statements This Current Report and exhibits hereto may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements could be subject to risk and uncertainty that exist in the operations of the Companies and the business environment that could render actual outcomes and results materially different from those predicted. These risks and uncertainties include, without limitation and in no particular order, the following factors as well as risks and uncertainties disclosed in TL Administration Corporation's filings with the Securities and Exchange Commission: (i) changes in law and regulations; (ii) adequacy and availability of insurance coverage; (iii) the effect of adverse publicity regarding nutritional supplements; (iv) exposure to and expense of resolving and defending product liability claims and other litigation; (v) lack of available product liability insurance for ephedra-containing products; and (vi) the impact of filing for Chapter 11 under the U.S. bankruptcy laws. Because the information herein is based solely on data currently available, it is subject to change as a result of events or changes over which the Companies may have no control or influence, and should not be viewed as providing any assurance regarding the Companies' future performance. Actual results and performance may differ from the Companies' current projections, estimates and expectations and the differences may be material, individually or in the aggregate, to the Companies' business, financial condition, results of operations, liquidity or prospects. Additionally, the Companies are not obligated to make public indication of changes in its forward-looking statements unless required under applicable disclosure rules and regulations. -3- ITEM 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 TL Administration Corporation - Monthly Operating Report for the month ended January 31, 2005 99.2 TL Administration Inc. - Monthly Operating Report for the month ended January 31, 2005 99.3 TL Administration (UK) Ltd. - Monthly Operating Report for the month ended January 31, 2005 -4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 15, 2005 TL ADMINISTRATION CORPORATION (registrant) By: /s/ Denis O'Connor -------------------------- Name: Denis O'Connor Its: Vice President -5- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 TL Administration Corporation - Monthly Operating Report for the month ended January 31, 2005 99.2 TL Administration Inc. - Monthly Operating Report for the month ended January 31, 2005 99.3 TL Administration (UK) Ltd. - Monthly Operating Report for the month ended January 31, 2005 -6- EX-99.1 2 y05877exv99w1.txt MONTHLY OPERATING REPORT: TL ADMINISTRATION CORPORATION Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 In re: TL Administration Corporation Case No. 03-15564 (CB) (f/k/a Twinlab Corporation) Debtor MONTHLY OPERATING STATEMENT FOR THE MONTH ENDED JANUARY 31, 2005 DEBTOR'S ADDRESS c/o Alix Partners 9 West 57th Street, Suite 1640 New York, NY 10019 DISBURSEMENTS: Month Ended January 31, 2005 (dollars in thousands): $0 (See attached schedule for disbursements by Debtor) DEBTOR'S ATTORNEY Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Michael P. Kessler, Esq. (MPK 7134) Paul M. Basta, Esq. (PMB 4434) REPORT PREPARER TL Administration Corporation NET GAIN (LOSS): Month Ended January 31, 2005 (dollars in thousands): $12,838 The undersigned, having reviewed the attached report and being familiar with the Debtor's financial affairs, verifies under penalty of perjury, that the information contained herein is complete, accurate and truthful to the best of my knowledge. DATE: February 15, 2005 /s/ Denis O'Connor ------------------------------ Denis O'Connor, Vice President TL ADMINISTRATION CORPORATION (f/k/a Twinlab Corporation) (Debtor-In-Possession) STATEMENT OF OPERATIONS (In thousands) - ------------------------------------------------------------------------------- For the Month Ended January 31, 2005 ------------------- (unaudited) Equity Interest in Net Gain (Loss) of Subsidiaries $ 12,838 Operating Expenses (Income) 0 -------- Net Gain (Loss) $ 12,838 ======== Basic and Diluted Net Gain Per Share $ 0.44 ========= Basic and Diluted Weighted Average Shares Outstanding 29,316 ======== (The accompanying notes are an integral part of these financial statements.) 2 TL ADMINISTRATION CORPORATION (f/k/a Twinlab Corporation) (Debtor-In-Possession) BALANCE SHEET (In thousands) - ------------------------------------------------------------------------------- January 31, 2005 ---------------- (unaudited) Assets Investment in Subsidiaries $ - --------- Liabilities and Shareholders' Deficit Liabilities of Subsidiaries $ 51,364 Shareholders' Deficit: Preferred stock - Common stock (33,042 shares issued and 29,316 shares outstanding) 33,042 Additional paid-in capital 287,123 Accumulated deficit (338,100) --------- (17,935) Treasury stock at cost (3,726 shares) (33,429) --------- Total Shareholders' Deficit (51,364) ---------- Total Liabilities and Shareholders' Deficit $ - ========= (The accompanying notes are an integral part of these financial statements.) 3 TL ADMINISTRATION CORPORATION (f/k/a Twinlab Corporation) (Debtor-In-Possession) STATEMENT OF CASH FLOWS (In thousands) - -------------------------------------------------------------------------------- For the Month Ended January 31, 2005 ------------------- (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net Gain (Loss) $ 12,838 Equity Investment in Subsidiaries (12,838) --------- Net Cash Generated (Used) in Operating Activities - Cash and Cash Equivalents at Beginning of Period - -------- Cash and Cash Equivalents at End of Period $ - ======== (The accompanying notes are an integral part of these financial statements.) 4 TL ADMINISTRATION CORPORATION (f/k/a Twinlab Corporation) (Debtor-In-Possession) NOTES TO UNAUDITED FINANCIAL STATEMENTS 1. THE COMPANY TL Administration Corporation (f/k/a Twinlab Corporation) together with its direct wholly-owned subsidiary TL Administration Inc. (f/k/a Twin Laboratories Inc.) and its indirect wholly-owned subsidiary TL Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) (collectively, the "Debtors" or the "Company") was a leading manufacturer and marketer of brand name nutritional supplements sold through health and natural food stores, national and regional drug store chains, supermarkets, mass merchandise retailers and military post exchanges. The Company developed, manufactured, and sold vitamins, minerals, and specialty supplements, sports nutrition products, and diet and energy products under the "Twinlab," "Fuel," and other brand names; an extensive line of herbal supplements and phytonutrients under the "Nature's Herbs" brand name; and a full line of herbal teas under the "Alvita" brand name. The Company emphasized the development and introduction of high quality, unique nutraceutical products. The Company's premium product quality, broad product line, strong history of new product introductions, and innovations have established Twinlab as a leading and widely recognized name in the industry. The Company targeted its products to consumers who utilized nutritional supplements in their daily diet and who demanded premium quality ingredients in a broad variety of dosages and delivery methods. TL Administration Corporation has no operations of its own and accordingly, has no independent means of generating revenue. As a holding company, TL Administration Corporation's internal sources of funds to meet its cash needs, including the payment of expenses, are dividends and other permitted payments from its direct and indirect subsidiaries. TL Administration Corporation does not make payments on its own behalf. To the extent that it incurs obligations to third parties, payments are made by TL Administration Inc.; therefore, any such payments would be listed on the Schedule of Cash Disbursements and Cash Receipts in the Monthly Operating Report of TL Administration Inc. 2. BACKGROUND Bankruptcy Filing On September 4, 2003 (the "Commencement Date"), the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). The Case Numbers for the individual Debtors are as follows: TL Administration Inc. 03-15566 (CB), TL Administration Corporation 03-15564 (CB) and TL Administration (UK) Ltd. 03-15563 (CB). These chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered under Case No. 03-15564 (CB) pursuant to an order of the Bankruptcy Court. All other wholly-owned subsidiaries of TL Administration Inc. are inactive and are not Debtors in these chapter 11 cases. Under the Bankruptcy Code, certain claims against the Debtors in existence prior to the Commencement Date are automatically stayed from collection while the Debtors continue business operations as debtors-in-possession. Those claims are reflected in the financial statements as liabilities subject to compromise. Additional liabilities subject to compromise may arise subsequent to the filing 5 date resulting from rejection of executory contracts, including leases, and from the determination by the Bankruptcy Court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. The Debtors cannot presently determine or reasonably estimate the ultimate liability that may result from the filing of claims for all contracts that may be rejected. The collection of secured claims against the Debtors assets also are stayed, although the holders of such claims have the right to move the Bankruptcy Court for relief from the automatic stay. Asset Purchase Agreement and Sale Closing On the Commencement Date, the Company also entered into an asset purchase agreement (the "APA") with IdeaSphere, Inc. of Grand Rapids, Michigan pursuant to which the Company was to sell substantially all of its assets for $65 million plus the assumption of up to $3.7 million of employee and related liabilities. The terms of the APA required a minimum level of $47 million of working capital (defined as accounts receivable and inventory) as of the closing date. The sale was conducted pursuant to section 363 of the Bankruptcy Code and was approved by the Bankruptcy Court on October 30, 2003. Effective December 5, 2003, the Bankruptcy Court approved an amendment to the APA such that (i) the purchase price was reduced to $57.5 million plus the assumption of up to $3.7 million of employee and related liabilities, (ii) the definition of working capital was amended to include prepaid inventory and prepaid advertising in addition to accounts receivable and inventory, and (iii) the minimum level of working capital was reduced to $39.5 million and any working capital adjustment to the purchase price as of the effective closing date was limited to a decrease of $500,000 and an increase of $1.5 million. On December 19, 2003, the Company and IdeaSphere, Inc. agreed to a second amendment to the APA (the "Second Amendment"). The Second Amendment provided for an extension of the closing to December 19, 2003; however, for financial and accounting purposes, the transaction became effective as of December 9, 2003. The Second Amendment also provided for adjustments relating to the period between December 10, 2003 and the closing date of December 19, 2003 (the "Interim Period Adjustments"). The sale closed on December 19, 2003, effective as of December 9, 2003. The estimated loss on the sale was approximately $8.7 million. The Debtors do not expect that the holders of the Company's equity will receive any value as a result of the sale of substantially all assets of the Company. Cash Proceeds from the Asset Sale On December 19, 2003, IdeaSphere, Inc. remitted net cash proceeds from the asset sale transaction to the Company totaling $49.2 million. Details of the transaction included gross proceeds of $57.5 million, less the assumption of the $5.3 million Zions Bank mortgage and reimbursements for IdeaSphere, Inc.'s inventory and advertising advances, as well as other closing costs. From the net proceeds, the Company repaid the outstanding loan balance under the DIP Facility (as defined herein) of $28.2 million, cure costs for assumed contracts, other related finance and closing costs, and administrative expenses. Asset Purchase Agreement Post Closing Adjustments In accordance with the terms of the APA and its amendments, IdeaSphere, Inc. had 60 days from December 19, 2003 to deliver a calculation of the closing working capital to the Company and the Company had 60 days from December 19, 2003 to deliver a calculation of the Adjustment Statement 6 reflecting the Interim Period Adjustments to IdeaSphere, Inc. Each party had 30 days to review the respective calculation and either accept or dispute such amount. The post closing adjustments and working capital adjustments have been agreed to and settled on a net basis requiring IdeaSphere to make a payment of $806,343 to the Company and release a $500,000 escrow set aside for working capital. IdeaSphere made payment of $806,343 in November 2004 and the $500,000 working capital escrow was released to the Company in December 2004. Finally, IdeaSphere filed Indemnity Claim Notices in December 2004, with respect to the $1.0 million Indemnity Escrow. The Debtors have since filed an Indemnity Dispute Notice. Proofs of Claim The bar date for filing proofs of claim for claims that arose prior to September 4, 2003 was March 2, 2004. Management of the Debtors' Assets The Debtors remained in possession of their assets and properties and continued to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code until the APA closed on December 19, 2003. Currently, the Debtors remain in possession of the net sale proceeds of the sale of substantially all assets of the Company. The Debtors continue to manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code and make payments for certain liabilities not assumed in accordance with the terms of the APA. 3. BASIS OF PRESENTATION It is likely that the Debtors will propose a liquidating chapter 11 plan. Except for the related expected liquidation of substantially all of the Debtors' assets, these unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities and commitments in the normal course of business. Other than the impact of the expected liquidation discussed above, in the opinion of management, the accompanying unaudited financial statements include all necessary adjustments (consisting of normal recurring accruals but do not include any adjustments relating to the filing of voluntary petitions under chapter 11 of the Bankruptcy Code) and present fairly the results of operations, cash flows and financial position of TL Administration Corporation for the period presented. These unaudited financial statements have also been prepared in accordance with Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code." SOP 90-7 provides for segregating pre-petition liabilities that are subject to compromise from post-petition liabilities, identifying all transactions and events that are directly associated with the reorganization of the Debtors and reporting them separately as reorganization items and discontinuing interest accrual on unsecured or undersecured debt. Further, SOP 90-7 envisions that entities under Chapter 11 will reorganize as going concerns. The accompanying unaudited financial statements do not include all footnotes and certain financial presentations normally required under accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in TL Administration Corporation's Annual Report to 7 Stockholders on Form 10-K for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission. 4. DEBTOR-IN-POSSESSION FINANCING On September 25, 2003, the Bankruptcy Court approved a $35 million debtor-in-possession financing ("DIP Facility") among The CIT Group/Business Credit, Inc., as agent for a lender group, and TL Administration Inc. as the borrower, with TL Administration Corporation as the guarantor. The DIP Facility was collateralized by, among other things, a senior lien on substantially all of the Debtors' assets, a junior lien on certain assets that had previously been subject to a lien by other parties, and a letter of credit aggregating $15 million provided by certain current and former members of senior management of the Company (the "Guarantors"). The lenders under the DIP Facility had a super-priority claim against the estates of the Debtors. Borrowings were subject to certain limitations based on a percentage of eligible accounts receivable and inventories, as defined in the agreement. Borrowings were also limited by a percentage of actual aggregate operating net cash flow (exclusive of reorganization expenses) measured weekly on a rolling four week period against the projected aggregate operating net cash flow (exclusive of reorganization expenses) as set forth in the consolidated cash flow projections and weekly anticipated cash receipts and disbursements delivered by the Company to the lending group (the "Budget"). The DIP Facility restricted the ability to declare or pay dividends, enter into any operating leases or contract for, purchase, make expenditures for, lease pursuant to a capital lease or otherwise incur obligations with respect to capital expenditures unless the obligations thereunder are provided for in the Budget, and certain other expenditures and or encumbrances. The DIP Facility, as amended, also required the Company to adhere to a scheduled timeline regarding the sale process of substantially all of the Debtors' assets, which among other things, required the closing of the sale to be completed by December 19, 2003. The Company was required to pay $100,000 to extend the term of the DIP Facility to December 19, 2003, of which IdeaSphere, Inc. agreed to pay half. Interest was payable monthly in arrears at the Prime Rate, plus 2.0% per annum. The Company was required to pay a commitment fee of 0.5% per annum on any unused portion of the DIP Facility. Borrowings outstanding under the DIP Facility were repaid in full on December 19, 2003 as a result of the consummation of the APA. In addition, the $15 million letter of credit was drawn, and on December 22, 2003, the proceeds were remitted into the Company's possession. An adversary proceeding was commenced by the Official Committee of Unsecured Creditors against certain former officers and directors of the Company seeking, among other things, to subordinate their claim relating to the letter of credit and for other damages (the "Adversary Proceeding"). In November 2004, the Company and all parties associated with the Adversary Proceeding compromised and settled this dispute. The settlement calls for, among other things, the Guarantors to have a secured claim in the Debtors' bankruptcy cases that shall be deemed allowed in the amount of $8.5 million, together with all interest actually earned on the full amount of the proceeds of the Guarantors' $15 million letter of credit on account of the investment by the Debtors of such proceeds. The $8.5 million principal amount of the Allowed Secured Claim is an agreed compromise of the $15 million secured claim arising in favor of the Guarantors under the "Reimbursement and Security Agreement No. 2", dated April 6, 2001. The settlement was conditioned upon payment by the Company's insurer of $3.5 million to the Debtors' estates in full and final settlement and satisfaction of, among other things, certain claims (as defined in the agreement). The compromise and settlement agreement has been executed by all relevant parties. In January 2005, bankruptcy court approval was received and cash funding (as described above) between the Company, the Guarantors, and the Company's insurer was transacted. In addition, the Guarantors withdrew their proofs of claim. The balance sheet has been adjusted for the non-cash accruals associated with the settlement and for the cash funding transactions. 8 5. REORGANIZATION EXPENSES All reorganization expenses incurred for the month ended January 31, 2005 are included in the Monthly Operating Report of TL Administration Inc., case number 03-15566 (CB). 6. INSURANCE AND TAX PAYMENTS a. Insurance - All insurance policy premiums due have been paid. Accordingly, all such policies remain in force.a. b. Taxes - All post-petition tax obligations, including but not limited to payroll, real property, income, franchise, and other taxes have been paid to the proper taxing authority when due. 9 TL ADMINISTRATION CORPORATION (f/k/a Twinlab Corporation) (Debtor-In-Possession) MONTHLY OPERATING REPORT SCHEDULE OF CASH DISBURSEMENTS AND RECEIPTS None. See Note 1 to the accompanying financial statements. 10 TL ADMINISTRATION CORPORATION (f/k/a Twinlab Corporation) (Debtor-In-Possession) MONTHLY OPERATING REPORT SCHEDULE OF FEDERAL, STATE AND LOCAL TAXES COLLECTED, RECEIVED, DUE OR WITHHELD For the Month Ended January 31, 2005 ------------------- Gross Wages and Salaries Paid None Payroll Taxes Withheld None Employers Payroll Taxes Incurred None Gross Sales Subject to Taxes None Sales Tax Collected or Self-Assessed None Property Tax Payments Due None Property Taxes Paid None All Other Taxes Paid None See Note 1 to the accompanying financial statements. 11 EX-99.2 3 y05877exv99w2.txt MONTHLY OPERATING REPORT: TL ADMINISTRATION INC. Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 In re: TL Administration Inc. Case No. 03-15566 (CB) (f/k/a Twin Laboratories Inc.) Debtor MONTHLY OPERATING STATEMENT FOR THE MONTH ENDED JANUARY 31, 2005 DEBTOR'S ADDRESS c/o Alix Partners 9 West 57th Street, Suite 1640 New York, NY 10019 DISBURSEMENTS: Month Ended January 31, 2005 (dollars in thousands): $ 5,436 (See attached schedule for disbursements by Debtor) DEBTOR'S ATTORNEY Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Michael P. Kessler, Esq. (MPK 7134) Paul M. Basta, Esq. (PMB 4434) REPORT PREPARER TL Administration Inc. NET GAIN (LOSS): Month Ended January 31, 2005 $12,838 (dollars in thousands): The undersigned, having reviewed the attached report and being familiar with the Debtor's financial affairs, verifies under penalty of perjury, that the information contained herein is complete, accurate and truthful to the best of my knowledge. DATE: February 15, 2005 /s/ Denis O'Connor ------------------------------ Denis O'Connor, Vice President TL ADMINISTRATION INC. (f/k/a Twin Laboratories Inc.) (Debtor-In-Possession) STATEMENT OF OPERATIONS (In thousands) - -------------------------------------------------------------------------------- For the Month Ended January 31, 2005 ---------------- (unaudited) Net Sales $ - Cost of Sales - -------- Gross Profit - Operating Expenses (122) -------- Loss from Operations (122) Interest Expense (9) Interest Income 19 Other Income (See Note 4) 13,213 -------- Income before Reorganization Expenses 13,101 Reorganization Expenses (263) -------- Net Gain (Loss) $ 12,838 ======== (The accompanying notes are an integral part of these financial statements.) 2 TL ADMINISTRATION INC. (f/k/a Twin Laboratories Inc.) (Debtor-In-Possession) BALANCE SHEET (In thousands) - -------------------------------------------------------------------------------- January 31, 2005 ---------------- (unaudited) Assets Current Assets: Cash and cash equivalents $ 19,167 Restricted cash 1,006 Prepaid expenses and other current assets 134 --------- Total Current Assets 20,308 Intercompany Receivables (see Note 8) 33,017 Total Assets $ 53,325 ========= Liabilities and Shareholder's Deficit Current Liabilities Not Subject to Compromise: Accounts payable 1,247 Accrued expenses and other current liabilities 945 --------- Total Current Liabilities Not Subject to Compromise 2,192 Liabilities Subject to Compromise 69,516 --------- Total Liabilities 71,709 --------- Shareholder's Deficit: Common stock 253 Additional paid-in capital 295,552 Accumulated deficit (314,189) --------- Total Shareholder's Deficit (18,384) --------- Total Liabilities and Shareholder's Deficit $ 53,325 ========= (The accompanying notes are an integral part of these financial statements.) 3 TL ADMINISTRATION INC. (f/k/a Twin Laboratories Inc.) (Debtor-In-Possession) STATEMENT OF CASH FLOWS (In thousands) - -------------------------------------------------------------------------------- January 31, 2005 ---------------- (unaudited) Cash Flows From Operating Activities: Net Gain (Loss) before Reorganization Expenses $ 13,101 Adjustments to Reconcile Net Gain (Loss) to Net Cash Used in Operating Activities (before reorganization expenses): Changes in Operating Assets and Liabilities: Liability to former guarantors (see note 4) (6,500) Liabilities Subject to Compromise (3,211) Accounts payable, accrued expenses and other current liabilities (63) ------- Net Cash Generated (Used) in Operating Activities (before reorganization expenses) 3,327 Reorganization Expenses (263) ------- Net Cash (Used) in Operating Activities 3,064 Cash Flows From Financing Activities: Repayment of Liability to former guarantors (8,500) ------- Net Cash (Used) in Financing Activities (8,500) Net Change in Cash (5,436) Cash and Cash Equivalents at Beginning of Period 25,609 ------- Cash and Cash Equivalents at End of Period $20,173 ======= (The accompanying notes are an integral part of these financial statements.) 4 TL ADMINISTRATION INC. (f/k/a Twin Laboratories Inc.) (Debtor-In-Possession) NOTES TO UNAUDITED FINANCIAL STATEMENTS 1. THE COMPANY TL Administration Inc. (f/k/a Twin Laboratories Inc.) together with its parent company TL Administration Corporation (f/ka Twinlab Corporation) and its wholly-owned subsidiary TL Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) (collectively, the "Debtors" or the "Company") was a leading manufacturer and marketer of brand name nutritional supplements sold through health and natural food stores, national and regional drug store chains, supermarkets, mass merchandise retailers and military post exchanges. The Company developed, manufactured, and sold vitamins, minerals, and specialty supplements, sports nutrition products, and diet and energy products under the "Twinlab," "Fuel," and other brand names; an extensive line of herbal supplements and phytonutrients under the "Nature's Herbs" brand name; and a full line of herbal teas under the "Alvita" brand name. The Company emphasized the development and introduction of high quality, unique nutraceutical products. The Company's premium product quality, broad product line, strong history of new product introductions, and innovations have established Twinlab as a leading and widely recognized name in the industry. The Company targeted its products to consumers who utilized nutritional supplements in their daily diet and who demanded premium quality ingredients in a broad variety of dosages and delivery methods. 2. BACKGROUND Bankruptcy Filing On September 4, 2003 (the "Commencement Date"), the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). The Case Numbers for the individual Debtors are as follows: TL Administration Inc. 03-15566 (CB), TL Administration Corporation 03-15564 (CB) and TL Administration (UK) Ltd. 03-15563 (CB). These chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered under Case No. 03-15564 (CB) pursuant to an order of the Bankruptcy Court. All other wholly-owned subsidiaries of TL Administration Inc. are inactive and are not Debtors in these chapter 11 cases. Under the Bankruptcy Code, certain claims against the Debtors in existence prior to the Commencement Date are automatically stayed from collection while the Debtors continue business operations as debtors-in-possession. Those claims are reflected in the financial statements as liabilities subject to compromise. Additional liabilities subject to compromise may arise subsequent to the filing date resulting from rejection of executory contracts, including leases, and from the determination by the Bankruptcy Court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. The Debtors cannot presently determine or reasonably estimate the ultimate liability that may result from the filing of claims for all contracts that may be rejected. The collection of secured claims against the Debtors assets also are stayed, although the holders of such claims have the right to move the Bankruptcy Court for relief from the automatic stay. 5 Asset Purchase Agreement and Sale Closing On the Commencement Date, the Company also entered into an asset purchase agreement (the "APA") with IdeaSphere, Inc. of Grand Rapids, Michigan pursuant to which the Company was to sell substantially all of its assets for $65 million plus the assumption of up to $3.7 million of employee and related liabilities. The terms of the APA required a minimum level of $47 million of working capital (defined as accounts receivable and inventory) as of the closing date. The sale was conducted pursuant to section 363 of the Bankruptcy Code and was approved by the Bankruptcy Court on October 30, 2003. Effective December 5, 2003, the Bankruptcy Court approved an amendment to the APA such that (i) the purchase price was reduced to $57.5 million plus the assumption of up to $3.7 million of employee and related liabilities, (ii) the definition of working capital was amended to include prepaid inventory and prepaid advertising in addition to accounts receivable and inventory, and (iii) the minimum level of working capital was reduced to $39.5 million and any working capital adjustment to the purchase price as of the effective closing date was limited to a decrease of $500,000 and an increase of $1.5 million. On December 19, 2003, the Company and IdeaSphere, Inc. agreed to a second amendment to the APA (the "Second Amendment"). The Second Amendment provided for an extension of the closing to December 19, 2003; however, for financial and accounting purposes, the transaction became effective as of December 9, 2003. The Second Amendment also provided for adjustments relating to the period between December 10, 2003 and the closing date of December 19, 2003 (the "Interim Period Adjustments"). The sale closed on December 19, 2003, effective as of December 9, 2003. The estimated loss on the sale was approximately $8.7 million. The Debtors do not expect that the holders of the Company's equity will receive any value as a result of the sale of substantially all assets of the Company. Cash Proceeds from the Asset Sale On December 19, 2003, IdeaSphere, Inc. remitted net cash proceeds from the asset sale transaction to the Company totaling $49.2 million. Details of the transaction included gross proceeds of $57.5 million, less the assumption of the $5.3 million Zions Bank mortgage and reimbursements for IdeaSphere, Inc.'s inventory and advertising advances, as well as other closing costs. From the net proceeds, the Company repaid the outstanding loan balance under the DIP Facility (as defined herein) of $28.2 million, cure costs for assumed contracts, other related finance and closing costs, and administrative expenses. Asset Purchase Agreement Post Closing Adjustments In accordance with the terms of the APA and its amendments, IdeaSphere, Inc. had 60 days from December 19, 2003 to deliver a calculation of the closing working capital to the Company and the Company had 60 days from December 19, 2003 to deliver a calculation of the Adjustment Statement reflecting the Interim Period Adjustments to IdeaSphere, Inc. Each party had 30 days to review the respective calculation and either accept or dispute such amount. The post closing adjustments and working capital adjustments have been agreed to and settled on a net basis requiring IdeaSphere to make a payment of $806,343 to the Company and release a $500,000 escrow set aside for working capital. IdeaSphere made payment of $806,343 in November 2004 and the $500,000 working capital escrow was released to the Company in December 2004. Finally, 6 IdeaSphere filed Indemnity Claim Notices in December 2004, with respect to the $1.0 million Indemnity Escrow. The Debtors have since filed an Indemnity Dispute Notice. Proofs of Claim The bar date for filing proofs of claim for claims that arose prior to September 4, 2003 was March 2, 2004. Management of the Debtors' Assets The Debtors remained in possession of their assets and properties and continued to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code until the APA closed on December 19, 2003. Currently, the Debtors remain in possession of the net sale proceeds of the sale of substantially all assets of the Company. The Debtors continue to manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code and make payments for certain liabilities not assumed in accordance with the terms of the APA. 3. BASIS OF PRESENTATION It is likely that the Debtors will propose a liquidating chapter 11 plan. Except for the related expected liquidation of substantially all of the Debtors' assets, these unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities and commitments in the normal course of business. Other than the impact of the expected liquidation discussed above, in the opinion of management, the accompanying unaudited financial statements include all necessary adjustments (consisting of normal recurring accruals but do not include any adjustments relating to the filing of voluntary petitions under chapter 11 of the Bankruptcy Code) and present fairly the results of operations, cash flows and financial position of TL Administration Inc. for the period presented. These unaudited financial statements have also been prepared in accordance with Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code." SOP 90-7 provides for segregating pre-petition liabilities that are subject to compromise from post-petition liabilities, identifying all transactions and events that are directly associated with the reorganization of the Debtors and reporting them separately as reorganization items and discontinuing interest accrual on unsecured or undersecured debt. Further, SOP 90-7 envisions that entities under Chapter 11 will reorganize as going concerns. The accompanying unaudited financial statements do not include all footnotes and certain financial presentations normally required under accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in TL Administration Corporation's Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission. 4. DEBTOR-IN-POSSESSION FINANCING On September 25, 2003, the Bankruptcy Court approved a $35 million debtor-in-possession financing ("DIP Facility") among The CIT Group/Business Credit, Inc., as agent for a lender group, and TL Administration Inc. as the borrower, with TL Administration Corporation as the guarantor. The DIP Facility was collateralized by, among other things, a senior lien on substantially all of the Debtors' 7 assets, a junior lien on certain assets that had previously been subject to a lien by other parties, and a letter of credit aggregating $15 million provided by certain current and former members of senior management of the Company (the "Guarantors"). The lenders under the DIP Facility had a super-priority claim against the estates of the Debtors. Borrowings were subject to certain limitations based on a percentage of eligible accounts receivable and inventories, as defined in the agreement. Borrowings were also limited by a percentage of actual aggregate operating net cash flow (exclusive of reorganization expenses) measured weekly on a rolling four week period against the projected aggregate operating net cash flow (exclusive of reorganization expenses) as set forth in the consolidated cash flow projections and weekly anticipated cash receipts and disbursements delivered by the Company to the lending group (the "Budget"). The DIP Facility restricted the ability to declare or pay dividends, enter into any operating leases or contract for, purchase, make expenditures for, lease pursuant to a capital lease or otherwise incur obligations with respect to capital expenditures unless the obligations thereunder are provided for in the Budget, and certain other expenditures and or encumbrances. The DIP Facility, as amended, also required the Company to adhere to a scheduled timeline regarding the sale process of substantially all of the Debtors' assets, which among other things, required the closing of the sale to be completed by December 19, 2003. The Company was required to pay $100,000 to extend the term of the DIP Facility to December 19, 2003, of which IdeaSphere, Inc. agreed to pay half. Interest was payable monthly in arrears at the Prime Rate, plus 2.0% per annum. The Company was required to pay a commitment fee of 0.5% per annum on any unused portion of the DIP Facility. Borrowings outstanding under the DIP Facility were repaid in full on December 19, 2003 as a result of the consummation of the APA. In addition, the $15 million letter of credit was drawn, and on December 22, 2003, the proceeds were remitted into the Company's possession. An adversary proceeding was commenced by the Official Committee of Unsecured Creditors against certain former officers and directors of the Company seeking, among other things, to subordinate their claim relating to the letter of credit and for other damages (the "Adversary Proceeding"). In November 2004, the Company and all parties associated with the Adversary Proceeding compromised and settled this dispute. The settlement calls for, among other things, the Guarantors to have a secured claim in the Debtors' bankruptcy cases that shall be deemed allowed in the amount of $8.5 million, together with all interest actually earned on the full amount of the proceeds of the Guarantors' $15 million letter of credit on account of the investment by the Debtors of such proceeds. The $8.5 million principal amount of the Allowed Secured Claim is an agreed compromise of the $15 million secured claim arising in favor of the Guarantors under the "Reimbursement and Security Agreement No. 2", dated April 6, 2001. The settlement was conditioned upon payment by the Company's insurer of $3.5 million to the Debtors' estates in full and final settlement and satisfaction of, among other things, certain claims (as defined in the agreement). The compromise and settlement agreement has been executed by all relevant parties. In January 2005, bankruptcy court approval was received and cash funding (as described above) between the Company, the Guarantors, and the Company's insurer was transacted. In addition, the Guarantors withdrew their proofs of claim. The balance sheet has been adjusted for the non-cash accruals associated with the settlement and for the cash funding transactions. Included in Other Income are the following components from the settlement: (a) $6.5 million of debt forgiveness to the former guarantors, (b) $3.5 million recovery from insurers, and (c) and withdrawal of accrued former employee costs and other employee-related pre-petition obligations of $3.2 million. 8 5. LIABILITIES SUBJECT TO COMPROMISE Liabilities subject to compromise as of January 31, 2005 are composed of the following (in thousands): January 31, 2005 ---------------- Accounts Payable Trade $19,965 10-1/4% Senior Subordinated Notes 41,142 Other Debt 85 Accrued Former Employment Costs 93 Accrued Litigation Costs 7,361 Other Pre-Petition Obligations 870 ------- Total $69,516 ======= Amounts classified as subject to compromise as of January 31, 2005 represent management's best estimate of such liabilities as of such date and are subject to change upon completion of the reconciliation of all claims as well as the finalization of the assumption (and related cure amounts) or rejection of executory contracts. In November 2004, the Bankruptcy Court authorized the Debtors to enter into a settlement of a class action lawsuit and a derivative action against certain of the Company's directors filed in June 2001. In connection with this settlement, $125,000 of liabilities subject to compromise will be paid in full. The remaining settlement funds will be paid by the Company's insurers. 6. REORGANIZATION EXPENSES Reorganization expenses incurred for the month ended January 31, 2005 consisted of professional fees totaling approximately $263,000. 7. INSURANCE AND TAX PAYMENTS a. Insurance - All insurance policy premiums due have been paid. Accordingly, all such policies remain in force. b. Taxes - All post-petition tax obligations, including but not limited to payroll, real property, income, franchise, and other taxes have been paid to the proper taxing authority when due. 8. INTERCOMPANY RECEIVABLE $32,984 of the intercompany receivable balance is with TL Administration Corporation, whose assets are valued at zero. The remainder of the balance is with TL Administration (UK) Ltd. The intercompany balances have not been adjusted pending a Chapter 11 Plan that would provide for the treatment of intercompany accounts. 9 TL ADMINISTRATION INC. (f/k/a Twin Laboratories Inc.) (Debtor-In-Possession) MONTHLY OPERATING REPORT SCHEDULE OF CASH DISBURSEMENTS AND RECEIPTS (In thousands) For the Month Ended January 31, 2005 ---------------- Total Cash Receipts $ 3,521 ------- Cash Disbursements: Settlement Agreement 8,625 Professional Fees - Restructuring 272 Professional Fess - Legal and Accounting 44 Directors' Fees 9 Taxes 4 Other 2 Bank Charges 1 ------- Total Cash Disbursements (8,957) ------- Net Cash Flow $(5,436) ======= 10 TL ADMINISTRATION INC. (f/k/a Twin Laboratories Inc.) (Debtor-In-Possession) MONTHLY OPERATING REPORT SCHEDULE OF FEDERAL, STATE AND LOCAL TAXES COLLECTED, RECEIVED, DUE OR WITHHELD (In thousands) For the Month Ended January 31, 2005 ---------------- Gross Wages and Salaries Paid None Payroll Taxes Withheld None Employers Payroll Taxes Incurred None Gross Sales Subject to Taxes None Sales Tax Collected or Self-Assessed None Property Tax Payments Due None Property Taxes Paid None All Other Taxes Paid: Utah Sales and Use Tax None Franchise Fee Taxes 3 Other 1 11 EX-99.3 4 y05877exv99w3.txt MONTHLY OPERATING REPORT: TL ADMINISTRATION (UK) LTD. Exhibit 99.3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 In re: TL Administration (UK) Ltd. Case No. 03-15563 (CB) (f/k/a Twin Laboratories (UK) Ltd.) Debtor MONTHLY OPERATING STATEMENT FOR THE MONTH ENDED JANUARY 31, 2005 DEBTOR'S ADDRESS c/o Alix Partners 9 West 57th Street, Suite 1640 New York, NY 10019 DISBURSEMENTS: Month Ended January 31, 2005 (dollars in thousands): $ 0 (See attached schedule for disbursements by Debtor) DEBTOR'S ATTORNEY Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Michael P. Kessler, Esq. (MPK 7134) Paul M. Basta, Esq. (PMB 4434) REPORT PREPARER TL Administration (UK) Ltd. NET GAIN (LOSS): Month Ended January 31, 2005 (dollars in thousands): $ (0) The undersigned, having reviewed the attached report and being familiar with the Debtor's financial affairs, verifies under penalty of perjury, that the information contained herein is complete, accurate and truthful to the best of my knowledge. DATE: February 15, 2005 /s/ Denis O'Connor ---------------------------------- Denis O'Connor, Secretary TL ADMINISTRATION (UK) LTD. (f/k/a Twin Laboratories (UK) Ltd.) (Debtor-In-Possession) STATEMENT OF OPERATIONS (In thousands) - -------------------------------------------------------------------------------- For the Month Ended January 31, 2005 ---------------- (unaudited) Intercompany Sales $ -- Operating Expenses 0 ----- Loss from Operations 0 Other Income 0 Other Expenses (0) ----- Net Gain (Loss) $(0) ===== (The accompanying notes are an integral part of these financial statements.) 2 TL ADMINISTRATION (UK) LTD. (f/k/a Twin Laboratories (UK) Ltd.) (Debtor-In-Possession) BALANCE SHEET (In thousands) - -------------------------------------------------------------------------------- January 31, 2005 ---------------- (unaudited) Assets Current Assets: Cash and cash equivalents $ 149 Intercompany receivable (see Note 7) 386 ------- Total Assets $ 535 ======= Liabilities and Shareholder's Deficit Current Liabilities Not Subject to Compromise: Accounts payable $ 10 Accrued expenses and other current liabilities 3 ------- Total Current Liabilities Not Subject to Compromise 13 Liabilities Subject to Compromise 1,795 ------- Total Liabilities 1,808 Shareholder's Deficit: Accumulated deficit (1,273) ------- Total Liabilities and Shareholder's Deficit $ 535 ======= (The accompanying notes are an integral part of these financial statements.) 3 TL ADMINISTRATION (UK) LTD. (f/k/a Twin Laboratories (UK) Ltd.) (Debtor-In-Possession) STATEMENT OF CASH FLOWS (In thousands) - -------------------------------------------------------------------------------- For the Month Ended January 31, 2005 ---------------- (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net Gain (Loss) $ (0) Adjustments to Reconcile Net Gain (Loss) to Net Cash Used in Operating Activities: Changes in Operating Assets and Liabilities: Accrued expenses and other current liabilities (0) ----- Net Cash Generated (Used) in Operating Activities (0) ----- Effect of Exchange Rate Changes on Cash (2) ----- Net Change in Cash and Cash Equivalents (2) Cash and Cash Equivalents at Beginning of Period 151 ----- Cash and Cash Equivalents at End of Period $ 149 ===== (The accompanying notes are an integral part of these financial statements.) 4 TL ADMINISTRATION (UK) LTD. (f/k/a Twin Laboratories (UK) Ltd.) (Debtor-In-Possession) NOTES TO UNAUDITED FINANCIAL STATEMENTS 1. THE COMPANY TL Administration (UK) Ltd. (f/k/a Twin Laboratories (UK) Ltd.) ("TL UK") together with its parent company TL Administration Inc. (f/k/a Twin Laboratories Inc.) and TL Administration Inc.'s parent company TL Administration Corporation (f/k/a Twinlab Corporation) (collectively, the "Debtors" or the "Company") was a leading manufacturer and marketer of brand name nutritional supplements sold through health and natural food stores, national and regional drug store chains, supermarkets, mass merchandise retailers and military post exchanges. The Company developed, manufactured, and sold vitamins, minerals, and specialty supplements, sports nutrition products, and diet and energy products under the "Twinlab," "Fuel," and other brand names; an extensive line of herbal supplements and phytonutrients under the "Nature's Herbs" brand name; and a full line of herbal teas under the "Alvita" brand name. TL UK operated as a European sales office for the Company. The Company emphasized the development and introduction of high quality, unique nutraceutical products. The Company's premium product quality, broad product line, strong history of new product introductions, and innovations have established Twinlab as a leading and widely recognized name in the industry. The Company targeted its products to consumers who utilized nutritional supplements in their daily diet and who demanded premium quality ingredients in a broad variety of dosages and delivery methods. 2. BACKGROUND Bankruptcy Filing On September 4, 2003 (the "Commencement Date"), the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). The Case Numbers for the individual Debtors are as follows: TL Administration Inc. 03-15566 (CB), TL Administration Corporation 03-15564 (CB) and TL Administration (UK) Ltd. 03-15563 (CB). These chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered under Case No. 03-15564 (CB) pursuant to an order of the Bankruptcy Court. All other wholly-owned subsidiaries of TL Administration Inc. are inactive and are not Debtors in these chapter 11 cases. Under the Bankruptcy Code, certain claims against the Debtors in existence prior to the Commencement Date are automatically stayed from collection while the Debtors continue business operations as debtors-in-possession. Those claims are reflected in the financial statements as liabilities subject to compromise. Additional liabilities subject to compromise may arise subsequent to the filing date resulting from rejection of executory contracts, including leases, and from the determination by the Bankruptcy Court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. The Debtors cannot presently determine or reasonably estimate the ultimate liability that may result from the filing of claims for all contracts that may be rejected. The collection of secured claims against the Debtors assets also are stayed, although the holders of such claims have the right to move the Bankruptcy Court for relief from the automatic stay. 5 Asset Purchase Agreement and Sale Closing On the Commencement Date, the Company also entered into an asset purchase agreement (the "APA") with IdeaSphere, Inc. of Grand Rapids, Michigan pursuant to which the Company was to sell substantially all of its assets for $65 million plus the assumption of up to $3.7 million of employee and related liabilities. The terms of the APA required a minimum level of $47 million of working capital (defined as accounts receivable and inventory) as of the closing date. The sale was conducted pursuant to section 363 of the Bankruptcy Code and was approved by the Bankruptcy Court on October 30, 2003. Effective December 5, 2003, the Bankruptcy Court approved an amendment to the APA such that (i) the purchase price was reduced to $57.5 million plus the assumption of up to $3.7 million of employee and related liabilities, (ii) the definition of working capital was amended to include prepaid inventory and prepaid advertising in addition to accounts receivable and inventory, and (iii) the minimum level of working capital was reduced to $39.5 million and any working capital adjustment to the purchase price as of the effective closing date was limited to a decrease of $500,000 and an increase of $1.5 million. On December 19, 2003, the Company and IdeaSphere, Inc. agreed to a second amendment to the APA (the "Second Amendment"). The Second Amendment provided for an extension of the closing to December 19, 2003; however, for financial and accounting purposes, the transaction became effective as of December 9, 2003. The Second Amendment also provided for adjustments relating to the period between December 10, 2003 and the closing date of December 19, 2003 (the "Interim Period Adjustments"). The sale closed on December 19, 2003, effective as of December 9, 2003. The estimated loss on the sale was approximately $8.7 million. The Debtors do not expect that the holders of the Company's equity will receive any value as a result of the sale of substantially all assets of the Company. Cash Proceeds from the Asset Sale On December 19, 2003, IdeaSphere, Inc. remitted net cash proceeds from the asset sale transaction to the Company totaling $49.2 million. Details of the transaction included gross proceeds of $57.5 million, less the assumption of the $5.3 million Zions Bank mortgage and reimbursements for IdeaSphere, Inc.'s inventory and advertising advances, as well as other closing costs. From the net proceeds, the Company repaid the outstanding loan balance under the DIP Facility (as defined herein) of $28.2 million, cure costs for assumed contracts, other related finance and closing costs, and administrative expenses. Asset Purchase Agreement Post Closing Adjustments In accordance with the terms of the APA and its amendments, IdeaSphere, Inc. had 60 days from December 19, 2003 to deliver a calculation of the closing working capital to the Company and the Company had 60 days from December 19, 2003 to deliver a calculation of the Adjustment Statement reflecting the Interim Period Adjustments to IdeaSphere, Inc. Each party had 30 days to review the respective calculation and either accept or dispute such amount. The post closing adjustments and working capital adjustments have been agreed to and settled on a net basis requiring IdeaSphere to make a payment of $806,343 to the Company and release a $500,000 escrow set aside for working capital. IdeaSphere made payment of $806,343 in November 2004 and the $500,000 working capital escrow was released to the Company in December 2004. Finally, 6 IdeaSphere filed Indemnity Claim Notices in December 2004, with respect to the $1.0 million Indemnity Escrow. The Debtors have since filed an Indemnity Dispute Notice. Proofs of Claim The bar date for filing proofs of claim for claims that arose prior to September 4, 2003 was March 2, 2004. Management of the Debtors' Assets The Debtors remained in possession of their assets and properties and continued to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code until the APA closed on December 19, 2003. Currently, the Debtors remain in possession of the net sale proceeds of the sale of substantially all assets of the Company. The Debtors continue to manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code and make payments for certain liabilities not assumed in accordance with the terms of the APA. 3. BASIS OF PRESENTATION It is likely that the Debtors will propose a liquidating chapter 11 plan. Except for the related expected liquidation of substantially all of the Debtors' assets, these unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities and commitments in the normal course of business. Other than the impact of the expected liquidation discussed above, in the opinion of management, the accompanying unaudited financial statements include all necessary adjustments (consisting of normal recurring accruals but do not include any adjustments relating to the filing of voluntary petitions under chapter 11 of the Bankruptcy Code) and present fairly the results of operations, cash flows and financial position of TL UK for the period presented. The functional currency of TL UK is the U.S. dollar, however, its books and records are maintained in British Pounds. Therefore, assets and liabilities are remeasured using a combination of current and historical rates. Income and expenses are remeasured using the average rate in effect during the respective periods. Unrealized foreign exchange gains and losses resulting from the remeasurement are included in the results of operations. These unaudited financial statements have also been prepared in accordance with Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code." SOP 90-7 provides for segregating pre-petition liabilities that are subject to compromise from post-petition liabilities, identifying all transactions and events that are directly associated with the reorganization of the Debtors and reporting them separately as reorganization items and discontinuing interest accrual on unsecured or undersecured debt. Further, SOP 90-7 envisions that entities under Chapter 11 will reorganize as going concerns. The accompanying unaudited financial statements do not include all footnotes and certain financial presentations normally required under accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in TL Administration Corporation's Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission. 7 4. DEBTOR-IN-POSSESSION FINANCING On September 25, 2003, the Bankruptcy Court approved a $35 million debtor-in-possession financing ("DIP Facility") among The CIT Group/Business Credit, Inc., as agent for a lender group, and TL Administration Inc. as the borrower, with TL Administration Corporation as the guarantor. The DIP Facility was collateralized by, among other things, a senior lien on substantially all of the Debtors' assets, a junior lien on certain assets that had previously been subject to a lien by other parties, and a letter of credit aggregating $15 million provided by certain current and former members of senior management of the Company (the "Guarantors"). The lenders under the DIP Facility had a super-priority claim against the estates of the Debtors. Borrowings were subject to certain limitations based on a percentage of eligible accounts receivable and inventories, as defined in the agreement. Borrowings were also limited by a percentage of actual aggregate operating net cash flow (exclusive of reorganization expenses) measured weekly on a rolling four week period against the projected aggregate operating net cash flow (exclusive of reorganization expenses) as set forth in the consolidated cash flow projections and weekly anticipated cash receipts and disbursements delivered by the Company to the lending group (the "Budget"). The DIP Facility restricted the ability to declare or pay dividends, enter into any operating leases or contract for, purchase, make expenditures for, lease pursuant to a capital lease or otherwise incur obligations with respect to capital expenditures unless the obligations thereunder are provided for in the Budget, and certain other expenditures and or encumbrances. The DIP Facility, as amended, also required the Company to adhere to a scheduled timeline regarding the sale process of substantially all of the Debtors' assets, which among other things, required the closing of the sale to be completed by December 19, 2003. The Company was required to pay $100,000 to extend the term of the DIP Facility to December 19, 2003, of which IdeaSphere, Inc. agreed to pay half. Interest was payable monthly in arrears at the Prime Rate, plus 2.0% per annum. The Company was required to pay a commitment fee of 0.5% per annum on any unused portion of the DIP Facility. Borrowings outstanding under the DIP Facility were repaid in full on December 19, 2003 as a result of the consummation of the APA. In addition, the $15 million letter of credit was drawn, and on December 22, 2003, the proceeds were remitted into the Company's possession. An adversary proceeding was commenced by the Official Committee of Unsecured Creditors against certain former officers and directors of the Company seeking, among other things, to subordinate their claim relating to the letter of credit and for other damages (the "Adversary Proceeding"). For purposes of financial reporting, the liability associated with the proceeds of the letter of credit draw is classified as a secured liability not subject to compromise on the balance sheet of TL Administration Inc. In November 2004, the Company and all parties associated with the Adversary Proceeding compromised and settled this dispute. The settlement calls for, among other things, the Guarantors to have a secured claim in the Debtors' bankruptcy cases that shall be deemed allowed in the amount of $8.5 million, together with all interest actually earned on the full amount of the proceeds of the Guarantors' $15 million letter of credit on account of the investment by the Debtors of such proceeds. The $8.5 million principal amount of the Allowed Secured Claim is an agreed compromise of the $15 million secured claim arising in favor of the Guarantors under the "Reimbursement and Security Agreement No. 2", dated April 6, 2001. The settlement was conditioned upon payment by the Company's insurer of $3.5 million to the Debtors' estates in full and final settlement and satisfaction of, among other things, certain claims (as defined in the agreement). The compromise and settlement agreement has been executed by all relevant parties. In January 2005, bankruptcy court approval was received and cash funding (as described above) between the Company, the Guarantors, and the Company's insurer was transacted. In addition, the Guarantors withdrew their proofs of claim. The balance sheet has been adjusted for the non-cash accruals associated with the settlement and for the cash funding transactions. 8 5. LIABILITIES SUBJECT TO COMPROMISE Liabilities subject to compromise as of January 31, 2005 are composed of the following (in thousands): January 31, 2005 ---------------- Accounts Payable Trade $ 103 Intercompany Loans Payable 1,692 ------- Total $ 1,795 ======= Amounts classified as subject to compromise as of January 31, 2005 represent management's best estimate of such liabilities as of such date and are subject to change upon completion of the reconciliation of all claims as well as the finalization of the assumption (and related cure amounts) or rejection of executory contracts. In November 2004, the Bankruptcy Court authorized the Debtors to enter into a settlement of a class action lawsuit and a derivative action against certain of the Company's directors filed in June 2001. In connection with this settlement, $125,000 of liabilities subject to compromise will be paid in full. The remaining settlement funds will be paid by the Company's insurers. 6. REORGANIZATION EXPENSES All reorganization expenses incurred for the month ended January 31, 2005 are included in the Monthly Operating Report of TL Administration Inc., case number 03-15566 (CB). 7. INTERCOMPANY RECEIVABLE The intercompany receivable balance is with TL Administration Inc. The intercompany balances have not been adjusted pending a Chapter 11 Plan that would provide for treatment of intercompany accounts. 8. INSURANCE AND TAX PAYMENTS a. Insurance - All insurance policy premiums due have been paid. Accordingly, all such policies remain in force. b. Taxes - All post-petition tax obligations, including but not limited to payroll, real property, income, franchise, and other taxes have been paid to the proper taxing authority when due. 9 TL ADMINISTRATION (UK) LTD. (f/k/a Twin Laboratories (UK) Ltd.) (Debtor-In-Possession) MONTHLY OPERATING REPORT SCHEDULE OF CASH DISBURSEMENTS AND RECEIPTS (In thousands) For the Month Ended January 31, 2005 ---------------- Cash Collections $ -- Cash Disbursements (0) ------ Net Cash Flow $ (0) ====== 10 TL ADMINISTRATION (UK) LTD. (f/k/a Twin Laboratories (UK) Ltd.) (Debtor-In-Possession) MONTHLY OPERATING REPORT SCHEDULE OF TAXES COLLECTED, RECEIVED, DUE OR WITHHELD (In thousands) For the Month Ended January 31, 2005 ---------------- Gross Wages and Salaries Paid None Payroll Taxes Withheld None Employers Payroll Taxes Incurred None Gross Sales Subject to Taxes None Sales Tax Collected or Self-Assessed None Property Tax Payments Due None Property Taxes Paid None All Other Taxes Paid None 11 -----END PRIVACY-ENHANCED MESSAGE-----