UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 20, 2016
Nuo Therapeutics, Inc.
(Exact name of Registrant as Specified in Charter)
Delaware | 001-32518 | 23-3011702 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
207A Perry Parkway, Suite 1, Gaithersburg, MD 20877
(Address of Principal Executive Offices) (Zip Code)
(240) 499-2680
(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:
¨ 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 reported on a Form 8-K filed by Nuo Therapeutics, Inc. (the “Company”), on January 26, 2016, the Company filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), which is being administered under the caption “In re: Nuo Therapeutics, Inc.”, Case No. 16-10192 (MFW) (the “Chapter 11 Case”). On April 20, 2016, the Company filed its unaudited Monthly Operating Report for the period between March 1 and March 31, 2016 (the "Monthly Operating Report") with the Bankruptcy Court. The financial statements in the Monthly Operating Report were not audited and were not prepared in accordance with accounting principles generally accepted in the United States. The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report has been prepared solely for the purpose of complying with the Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees established by the Office of the United States Trustee in accordance with 28 U.S.C. § 586(a)(3). The Monthly Operating Report is limited in scope and only covers a limited time period.
There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report may be subject to future adjustment and reconciliation. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. The information set forth in the Monthly Operating Report should not be viewed as indicative of future results
A copy of this Monthly Operating Report is attached as Exhibit 99.1 hereto and incorporated herein by reference. The Monthly Operating Report annexed as Exhibit 99.1 hereto shall not be deemed an admission as to the materiality of any information disclosed therein.
The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Case is highly speculative, extremely risky and likely to lead to financial loss. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Case. Accordingly, the Company discourages trading of its equity securities during the pendency of the Chapter 11 Case.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. When used in this document, the words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions are forward-looking statements. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Form 8-K should be considered forward-looking statements. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the ability of the Company to continue as a going concern; the Company's ability to have its Chapter 11 plan approved; the Company's ability to execute upon its Chapter 11 plan; the Company’s ability to obtain Bankruptcy Court approval with respect to its Chapter 11 plan or motions in the Chapter 11 Case; the ability of the Company and its subsidiaries to prosecute, develop and consummate one or more plans of reorganization with respect to the Chapter 11 Case; Bankruptcy Court rulings in the Chapter 11 Case and the outcome of the cases in general; the length of time the Company will operate under the Chapter 11 Case; risks associated with third party motions in the Chapter 11 Case, which may interfere with the Company’s ability to develop and consummate one or more plans of reorganization (including its Chapter 11 plan) once such plans are developed; the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity, results of operations or business prospects; whether the Company will be able to identify potential third parties interested in acquiring its assets; the ability to execute the Company’s business and restructuring plan; increased legal costs related to the Chapter 11 Case and other litigation; the Company's ability to raise sufficient proceeds from the sale of assets; the Company’s ability to generate or raise cash and maintain a cash balance sufficient to fund continued capital needs; restructuring payments and debt-service; the substantial risk that the Company's common stock retains little or no value; the Company’s ability to maintain contracts that are critical to its operation; to obtain and maintain service providers; to retain key executives and employees; and other risks and uncertainties described in the Company's filings with the U.S. Securities and Exchange Commission its most recent Reports on Forms 10-K and 10-Q. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements, and the Company's business, results of operations, financial condition and cash flows may be materially and adversely affected. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Except to the extent required by applicable law or rules, the Company undertakes no obligation and does not intend to update, revise or otherwise publicly release any revisions to its forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of 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 otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT |
DESCRIPTION | |
99.1 | Monthly Operating report for the period between March 1 and March 31, 2016, filed with the United States Bankruptcy Court for the District of Delaware on April 20, 2016 |
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.
Nuo Therapeutics, Inc. | |||
By: | /s/ David E. Jorden | ||
David E. Jorden | |||
Acting Chief Executive Officer & Acting Chief Financial Officer |
Date: April 21, 2016
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MONTHLY OPERATING REPORT * |
Required Documents | Form No. | Document Attached | Explanation Attached | Affidavit
or Supplement Attached | ||||
Schedule of Cash Receipts and Disbursements | MOR-1 | ü | ||||||
Bank Reconciliation (or copies of debtor's bank reconciliations) | MOR-1a | ü | ü | |||||
Schedule of Professional Fees Paid | MOR-1b | ü | ||||||
Copies of bank statements | ü | |||||||
Cash disbursements journals | ü | |||||||
Statement of Operations | MOR-2 | ü | ü | |||||
Balance Sheet | MOR-3 | ü | ||||||
Status of Postpetition Taxes | MOR-4 | ü | ü | |||||
Copies of IRS Form 6123 or payment receipt | ü | |||||||
Copies of tax returns filed during reporting period | ü | |||||||
Summary of Unpaid Postpetition Debts | MOR-4 | ü | ||||||
Listing of aged accounts payable | MOR-4 | ü | ||||||
Accounts Receivable Reconciliation and Aging | MOR-5 | ü | ||||||
Debtor Questionnaire | MOR-5 | ü |
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
/s/ David E. Jorden | April 20, 2016 | |
Signature of authorized individual | Date |
David E. Jorden | Acting CEO and Acting CFO | |
Printed name of authorized individual | Title of authorized individual |
* The information contained herein is provided as required by the Office of the United States Trustee. This Monthly Operating Report has been prepared based on information available to the Debtor as of the ending date in the reporting period shown above, and such information may be incomplete in certain respects. All information contained herein is unaudited and subject to future adjustments, which could be material. Nothing contained in this Monthly Operating Report shall constitute a waiver of any of the Debtor's rights or an admission with respect to its Chapter 11 proceedings. The Debtor reserves all rights to amend, modify or supplement this Monthly Operating Report.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-1
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS 1
BANK ACCOUNTS | CURRENT PERIOD | FILING TO DATE | ||||||||||||||||||||||||||||||||||
Business checking (Capital One) | Business money market (Capital One) | Certificate of deposit (Capital One) | Investment (Wilmington Trust) | Cash reserves (Fidelity) | ACTUAL | PROJECTED 2 | ACTUAL | PROJECTED 3 | ||||||||||||||||||||||||||||
Account number ending in | 0542 | 9462 | 4101 | 6389 | 2370 | |||||||||||||||||||||||||||||||
Beginning cash balance | 656,266 | 361 | 53,427 | - | 0 | 710,054 | 655,097 | 91,158 | 91,158 | |||||||||||||||||||||||||||
RECEIPTS | ||||||||||||||||||||||||||||||||||||
Revenue collections | 126,737 | - | - | - | - | 126,737 | 314,489 | 262,720 | 450,472 | |||||||||||||||||||||||||||
Loans and advances | 1,000,000 | - | - | - | - | 1,000,000 | 1,500,000 | 2,500,000 | 3,000,000 | |||||||||||||||||||||||||||
Sweeps from / (to) other accounts | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Transfers from other accounts | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Proceeds from sale of assets | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Other collections | 6,120 | 0 | - | - | - | 6,120 | - | 6,199 | 79 | |||||||||||||||||||||||||||
TOTAL RECEIPTS | 1,132,857 | 0 | - | - | - | 1,132,857 | 1,814,489 | 2,768,918 | 3,450,551 | |||||||||||||||||||||||||||
DISBURSEMENTS | ||||||||||||||||||||||||||||||||||||
Payroll and payroll taxes | 234,106 | - | - | - | - | 234,106 | 261,628 | 575,793 | 603,315 | |||||||||||||||||||||||||||
Sales commissions | 20,680 | - | - | - | - | 20,680 | 20,000 | 34,410 | 33,730 | |||||||||||||||||||||||||||
Employee benefits | 28,898 | - | - | - | - | 28,898 | 54,642 | 61,351 | 87,095 | |||||||||||||||||||||||||||
Employee travel and entertainment | 19,572 | - | - | - | - | 19,572 | 50,151 | 45,922 | 76,501 | |||||||||||||||||||||||||||
Research and development services | - | - | - | - | - | - | 42,437 | - | 42,437 | |||||||||||||||||||||||||||
Inventory purchases | 77,305 | - | - | - | - | 77,305 | 117,342 | 85,889 | 125,927 | |||||||||||||||||||||||||||
Outside services | 15,636 | - | - | - | - | 15,636 | 14,919 | 26,166 | 25,449 | |||||||||||||||||||||||||||
Marketing expense | - | - | - | - | - | - | 37,971 | - | 37,971 | |||||||||||||||||||||||||||
Reimbursement expense | 2,861 | - | - | - | - | 2,861 | 55,780 | 2,861 | 55,780 | |||||||||||||||||||||||||||
Investor relations | 1,282 | - | - | - | - | 1,282 | 3,323 | 1,282 | 3,323 | |||||||||||||||||||||||||||
Insurances | 15,488 | - | - | - | - | 15,488 | - | 62,675 | 47,187 | |||||||||||||||||||||||||||
Information technology | 56,298 | - | - | - | - | 56,298 | 21,087 | 56,298 | 21,087 | |||||||||||||||||||||||||||
Supplies | - | - | - | - | - | - | 21,941 | - | 21,941 | |||||||||||||||||||||||||||
Utilities | 8,292 | - | - | - | - | 8,292 | 2,850 | 8,452 | 3,010 | |||||||||||||||||||||||||||
Licensing fees | 871 | - | - | - | - | 871 | 2,526 | 871 | 2,526 | |||||||||||||||||||||||||||
Professional fees, ordinary course | 22,449 | - | - | - | - | 22,449 | 54,993 | 22,449 | 54,993 | |||||||||||||||||||||||||||
Board of Directors fees | - | - | - | - | - | - | 14,919 | - | 14,919 | |||||||||||||||||||||||||||
Excise taxes | - | - | - | - | - | - | 20,823 | 5,692 | 26,515 | |||||||||||||||||||||||||||
All other operating disbursements | 49,799 | - | - | - | - | 49,799 | 62,701 | 77,120 | 144,979 | |||||||||||||||||||||||||||
Bank fees | 631 | - | - | - | - | 631 | 10,000 | 1,216 | 10,585 | |||||||||||||||||||||||||||
Income and business taxes | 3,267 | - | - | - | - | 3,267 | 31,200 | 12,159 | 40,092 | |||||||||||||||||||||||||||
Interest, DIP loan new money | - | - | - | - | - | - | 32,143 | - | 32,143 | |||||||||||||||||||||||||||
Interest, DIP loan pre-petition roll-up | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Fees, DIP loan | - | - | - | - | - | - | 22,500 | 67,500 | 90,000 | |||||||||||||||||||||||||||
Professional fees, restructuring | 392,989 | - | - | - | - | 392,989 | 805,817 | 562,990 | 975,818 | |||||||||||||||||||||||||||
U.S. Trustee fees | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Transaction fees | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Vendor deposits | 25,000 | - | - | - | - | 25,000 | 120,000 | 55,000 | 150,000 | |||||||||||||||||||||||||||
Critical-vendor payments | 133,706 | - | - | - | - | 133,706 | 200,000 | 360,197 | 426,491 | |||||||||||||||||||||||||||
Priority claims | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
KEIP/KERP | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
All other (sources) / uses | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Transfers to other accounts | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
TOTAL DISBURSEMENTS | 1,109,132 | - | - | - | - | 1,109,132 | 2,081,694 | 2,126,297 | 3,153,816 | |||||||||||||||||||||||||||
NET CASH FLOW | 23,725 | 0 | - | - | - | 23,725 | (267,205 | ) | 642,622 | 296,735 | ||||||||||||||||||||||||||
Ending cash balance | $ | 679,991 | $ | 361 | $ | 53,427 | $ | - | $ | 0 | $ | 733,779 | $ | 387,892 | $ | 733,779 | $ | 387,892 |
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES | ||||
TOTAL DISBURSEMENTS (January 27, 2016 through March 31, 2016) | 2,126,297 | |||
SUBTRACT: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS | 0 | |||
ADD: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts) | 0 | |||
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES | 2,126,297 |
1. The accounting systems are not primarily designed to produce reports that are consistent with the requirements of the Office of the United States Trustee. The numbers presented in the cash flow are subject to change as additional information is made available. The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustments.
2. The figures in the Projected column reflect the DIP Budget exhibited in the Final Order Under Sections 105, 361, 362, 363(c), 363(e), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e), and 507 of the Bankruptcy Code and Bankruptcy Rules 2002, 4001 and 9014 (I) Authorizing Debtor to Obtain Postpetition Financing; (II) Authorizing Debtor to Use Cash Collateral; (III) Granting Adequate Protection to Prepetition Secured Parties; and (IV) Granting Related Relief, entered on March 9, 2016.
3. The figures in the Projected column reflect the sum of actual results from the filing to date through February 29, 2016, and the DIP Budget exhibited in the Final Order as mentioned above from March 1 through March 31, 2016.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-1a
BANK ACCOUNTS 1
Bank name | Account type | Account number | Period-end bank balance | |||||
Capital One Bank (USA) N.A. | Business checking | ending in 0542 | 758,378.57 | |||||
Capital One Bank (USA) N.A. | Business money market | ending in 9462 | 361.42 | |||||
Capital One Bank (USA) N.A. | Certificate of deposit for Maryland Board of Pharmacy | ending in 4101 | 53,427.00 | |||||
Wilmington Trust Corporation 2 | Investment | ending in 6389 | 0.00 | |||||
FMR LLC (Fidelity) 3 | Cash reserves | ending in 2370 | 0.15 | |||||
TOTAL BANK BALANCE | 812,167.14 |
1. An attestation regarding the Debtor's bank statements and bank-account reconciliations follows this schedule.
2. Due to this account's balance being zero as of the petition date and as of the end of the Reporting Period, no reconciliation is provided for this account. This account was closed on Tuesday, March 9, 2016.
3. In accordance with the request of the Office of the United States Trustee, the Debtor requested this account to be closed on Tuesday, March 8, 2016.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-1a
ATTESTATION REGARDING BANK ACCOUNTS
The above-captioned Debtor hereby submits this attestation regarding disbursement journals and bank-account reconciliations in lieu of providing copies of bank statements and account reconciliations.
I attest that each of the bank accounts listed in the preceding schedule is reconciled to monthly bank statements. The Debtor's standard practice is to ensure that each bank account is reconciled to monthly bank statements for each calendar month within 20 days after month end.
/s/ David E. Jorden | April 20, 2016 | |
Signature of authorized individual | Date | |
David E. Jorden | Acting CEO and Acting CFO | |
Printed name of authorized individual | Title of authorized individual |
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-1b
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID
This schedule is to include all retained professional payments from case inception to current month.
Amount | Check | Period amount paid | Case-to-date amount paid | |||||||||||||||||||||||||
Payee | Period covered | approved | Payor | #/EFT | Date paid | Fees | Expenses | Fees | Expenses | |||||||||||||||||||
Winter Harbor LLC | 2/22/16 - 2/28/16 | 49,476.48 | Nuo Therapeutics, Inc. | EFT | 3/7/2016 | 46,435.50 | 3,040.98 | |||||||||||||||||||||
Winter Harbor LLC | 2/29/16 - 3/6/16 | 37,199.53 | Nuo Therapeutics, Inc. | EFT | 3/11/2016 | 34,790.50 | 2,409.03 | |||||||||||||||||||||
Winter Harbor LLC | 3/7/16 - 3/13/16 | 42,735.59 | Nuo Therapeutics, Inc. | EFT | 3/18/2016 | 38,920.00 | 3,815.59 | |||||||||||||||||||||
Winter Harbor LLC | 3/14/16 - 3/20/16 | 38,009.71 | Nuo Therapeutics, Inc. | EFT | 3/29/2016 | 35,603.00 | 2,406.71 | |||||||||||||||||||||
Winter Harbor LLC | 3/21/16 - 3/27/16 | 33,069.34 | Nuo Therapeutics, Inc. | EFT | 3/31/2016 | 31,079.50 | 1,989.84 | |||||||||||||||||||||
200,490.65 | 186,828.50 | 13,662.15 | 348,647.00 | 21,844.44 | ||||||||||||||||||||||||
Dentons US LLP | None | - | Nuo Therapeutics, Inc. | None | None | - | - | - | - | |||||||||||||||||||
Ashby & Geddes, P.A. | None | - | Nuo Therapeutics, Inc. | None | None | - | - | - | - | |||||||||||||||||||
Gordian Group, LLC | None | - | Nuo Therapeutics, Inc. | None | None | - | - | - | - | |||||||||||||||||||
Epiq Bankruptcy Solutions, LLC | 1/27/16 - 2/29/16 | 70,771.41 | Nuo Therapeutics, Inc. | EFT | 3/11/2016 | 26,971.41 | 43,800.00 | 26,971.41 | 43,800.00 | |||||||||||||||||||
Pepper Hamilton LLP | None | - | Nuo Therapeutics, Inc. | None | None | - | - | - | - | |||||||||||||||||||
Robbins, Salomon & Patt, Ltd. | None | - | Nuo Therapeutics, Inc. | None | None | - | - | - | - | |||||||||||||||||||
271,262.06 | 213,799.91 | 57,462.15 | 375,618.41 | 65,644.44 |
Professional | Role | Notes | ||
Winter Harbor LLC | Debtor's Chief Restructuring Officer and additional personnel | |||
Dentons US LLP | Debtor's counsel, lead | |||
Ashby & Geddes, P.A. | Debtor's counsel, local | |||
Gordian Group, LLC | Debtor's investment banker and related services | |||
Epiq Bankruptcy Solutions, LLC | Debtor's noticing, claims and balloting agent | |||
Pepper Hamilton LLP | Counsel to the Official Committee of Unsecured Creditors | |||
Robbins, Salomon & Patt, Ltd. | Counsel to the Ad Hoc Equity Committee |
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-2
STATEMENT OF OPERATIONS (UNAUDITED) 1
Line item | Current period | Filing to date | ||||||
Revenue | ||||||||
Sales, Aurix | 40,430 | 163,670 | ||||||
Sales, Angel | (13,328 | ) | 54,463 | |||||
Royalties | 101,200 | 297,364 | ||||||
License fees | 33,531 | 72,471 | ||||||
Other sales | - | - | ||||||
Total revenue | 161,833 | 587,968 | ||||||
Cost of sales | ||||||||
Cost of goods sold, Aurix | 59,921 | 118,793 | ||||||
Cost of goods sold, Angel | 47,150 | 97,038 | ||||||
Cost of royalties | 13,083 | 28,277 | ||||||
Cost of license fees | (313 | ) | (313 | ) | ||||
Other cost of sales | 893 | 8,489 | ||||||
Total cost of sales | 120,734 | 252,284 | ||||||
Gross profit | 41,100 | 335,684 | ||||||
Operating expenses | ||||||||
Employee compensation and benefits | 281,682 | 629,989 | ||||||
Insurance | 25,983 | 55,492 | ||||||
Rent | 16,299 | 40,470 | ||||||
Travel and entertainment | 15,886 | 36,403 | ||||||
Depreciation and amortization | 38,829 | 83,939 | ||||||
Selling and marketing expense | 10,568 | 67,360 | ||||||
Research and development expense | 90,503 | 135,807 | ||||||
Professional fees | 53,558 | 99,882 | ||||||
Board of Directors fees | 15,417 | 33,320 | ||||||
Other operating expenses 2 | 62,106 | 130,759 | ||||||
Total operating expenses | 610,831 | 1,313,421 | ||||||
Operating profit | (569,731 | ) | (977,737 | ) | ||||
Non-operating expenses | ||||||||
Interest expense / (income) | 264,030 | 507,792 | ||||||
Reorganization expense / (income) 2 | 1,100,678 | 2,083,936 | ||||||
Loss / (gain) on asset disposal | (2,040 | ) | - | |||||
Other non-operating expense / (income) | - | - | ||||||
Income-tax expense | 4,896 | 4,896 | ||||||
Total non-operating expenses | 1,367,563 | 2,596,623 | ||||||
NET INCOME | (1,937,295 | ) | (3,574,360 | ) |
1. The accounting systems are not primarily designed to produce reports that are consistent with the requirements of the Office of the United States Trustee. The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustments.
2. See the continuation sheet following Schedule MOR-2 for additional detail regarding these line items.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-2 CONTINUATION SHEET
STATEMENT OF OPERATIONS (UNAUDITED) 1
Line item | Current period | Filing to date | ||||||
Other operating expenses | ||||||||
Other services | - | 426 | ||||||
Investor services | 1,356 | 5,141 | ||||||
Information technology | 12,989 | 28,120 | ||||||
Temporary labor | - | - | ||||||
Repairs and maintenance | - | - | ||||||
Supplies | 417 | 538 | ||||||
Office expense 2 | (40,070 | ) | (14,734 | ) | ||||
State and local taxes | 8,524 | 15,674 | ||||||
Business-development expense | - | - | ||||||
Bad-debt expense | (5,535 | ) | (5,535 | ) | ||||
Dues, subscriptions and fees | 84,035 | 100,637 | ||||||
Miscellaneous expense | 390 | 492 | ||||||
Total other operating expenses | 62,106 | 130,759 | ||||||
Reorganization expense / (income) 3 | ||||||||
Professional fees, Debtor's Chief Restructuring Officer | 172,758 | 397,549 | ||||||
Professional fees, Debtor's counsel, lead | 448,968 | 776,744 | ||||||
Professional fees, Debtor's counsel, local | 78,277 | 172,277 | ||||||
Professional fees, Debtor's investment banker and related services | 50,117 | 111,826 | ||||||
Professional fees, Debtor's claims and noticing agent | 113,032 | 132,431 | ||||||
Professional fees, DIP lender's counsel, lead and local | 20,027 | 140,109 | ||||||
Professional fees, Unsecured Creditors' Committee counsel | 129,000 | 258,000 | ||||||
Professional fees, Ad Hoc Equity Committee counsel | 85,000 | 85,000 | ||||||
U.S. Trustee fees | 3,500 | 10,000 | ||||||
Total reorganization expense | 1,100,678 | 2,083,936 |
1. The accounting systems are not primarily designed to produce reports that are consistent with the requirements of the Office of the United States Trustee. The numbers presented in this schedule are subject to change as additional information is made available. The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustments.
2. The credit amount in this line item reflects a reclassification of freight costs to cost of goods sold.
3. Several of these expenses are estimated in the case where invoices have not been received.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-3
BALANCE SHEET (UNAUDITED) 1
Line item | Current period | As of petition date | ||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 733,779 | 94,558 | ||||||
Accounts receivable | 836,717 | 1,237,057 | ||||||
Intercompany receivable | 14,838,499 | 14,593,348 | ||||||
Other receivables | 814,267 | 474,489 | ||||||
Inventory | 196,882 | 254,764 | ||||||
Deposits | 399,496 | 478,564 | ||||||
Prepaid expenses | 635,425 | 727,665 | ||||||
Deferred costs, current portion | 1,113,887 | 1,091,387 | ||||||
Total current assets | 19,568,952 | 18,951,831 | ||||||
Property, plant and equipment 2 | ||||||||
Angel machines | 225,493 | 225,493 | ||||||
Aurix centrifuges | 924,970 | 924,970 | ||||||
Computer and office equipment | 113,842 | 113,842 | ||||||
Furniture and fixtures | 40,849 | 40,849 | ||||||
Production equipment | 307,851 | 307,851 | ||||||
Leasehold improvements | 32,131 | 32,131 | ||||||
Software | 523,571 | 523,571 | ||||||
Less: Accumulated depreciation | (1,213,171 | ) | (1,119,749 | ) | ||||
Net property, plant and equipment | 955,537 | 1,048,959 | ||||||
Other assets | ||||||||
Deferred costs, long-term portion | 2,182,772 | 2,379,339 | ||||||
Investment, Aldagen 2 | 31,753,381 | 31,753,381 | ||||||
Intangible assets, net of accumulated amortization 2 | 1,782,000 | 1,830,059 | ||||||
Other long-term assets | 50,178 | 11,986 | ||||||
Total other assets | 35,768,331 | 35,974,765 | ||||||
TOTAL ASSETS | 56,292,820 | 55,975,555 | ||||||
LIABILITIES AND OWNERS' EQUITY | ||||||||
Liabilities not subject to compromise | ||||||||
Accounts payable | 647,442 | - | ||||||
Accrued compensation and benefits | 32,492 | - | ||||||
Accrued expenses | 1,127,820 | - | ||||||
Accrued taxes | 33,495 | - | ||||||
Accrued interest | 33,147 | - | ||||||
Customer deposits | 371,333 | - | ||||||
Debtor-in-possession financing | 2,500,000 | - | ||||||
Convertible debt, net of original issue discount | - | - | ||||||
Deferred revenue | 938,860 | - | ||||||
Derivative liabilities | - | - | ||||||
Other long-term liabilities | 389,314 | - | ||||||
Total liabilities not subject to compromise | 6,073,903 | - | ||||||
Liabilities subject to compromise 3 | ||||||||
Accounts payable | 1,455,903 | 2,293,463 | ||||||
Accrued compensation and benefits | 889,158 | 950,283 | ||||||
Accrued expenses | 874,418 | 735,733 | ||||||
Accrued taxes | 20,120 | 50,352 | ||||||
Accrued interest | 4,529,645 | 4,529,645 | ||||||
Customer deposits | - | 329,145 | ||||||
Debtor-in-possession financing | - | - | ||||||
Convertible debt, net of original issue discount | 1,181,446 | 981,554 | ||||||
Deferred revenue | - | 1,072,103 | ||||||
Derivative liabilities | 2,597,930 | 2,597,930 | ||||||
Other long-term liabilities | - | 207,892 | ||||||
Total liabilities subject to compromise | 11,548,621 | 13,748,099 | ||||||
Shareholders' equity | ||||||||
Mezzanine equity | 500,000 | 500,000 | ||||||
Common stock | 405,427 | 405,427 | ||||||
Additional paid-in capital | 125,996,258 | 125,979,057 | ||||||
Retained earnings / (losses), pre-petition 3 | (84,657,028 | ) | (84,657,028 | ) | ||||
Retained earnings / (losses), post-petition | (3,574,360 | ) | - | |||||
Total shareholders' equity | 38,670,297 | 42,227,456 | ||||||
TOTAL LIABILITIES AND OWNERS' EQUITY | 56,292,820 | 55,975,555 |
1. The accounting systems are not principally designed to produce reports that are consistent with the requirements of the Office of the United States Trustee. The numbers presented in this schedule are subject to change as additional information is made available. The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. All information contained herein is unaudited and subject to future adjustments.
2. With respect to the book value of property, plant and equipment, the subsections of Accounting Standards Codification 360-10 “Property, Plant, and Equipment—Overall” published by the Financial Accounting Standards Board related to impairment or disposal of long-lived assets mandate that long-lived assets, such as property, plant and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Although an impairment test has not yet been performed for the fiscal year ended December 31, 2015, the Debtor expects an asset impairment could be required in one or more asset categories.
3. Pre-petition liabilities and retained earnings continue to be adjusted monthly based on actual pre-petition invoices received and reconciled post-petition.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-4
STATUS OF POST-PETITION TAXES
Line item | Beginning
liability | Amount
withheld, accrued, and expensed | Amount paid | Date paid | Check #,
EFT, or Other | Ending liability | ||||||||||||||
Employee-related taxes | ||||||||||||||||||||
Federal tax | 71 | 75,534 | (75,534 | ) | Various | ACH | 71 | |||||||||||||
State tax | 14 | 8,067 | (8,064 | ) | Various | ACH | 17 | |||||||||||||
City tax | 0 | 107 | (107 | ) | Various | ACH | 0 | |||||||||||||
School-district tax | 0 | 101 | (101 | ) | Various | ACH | 0 | |||||||||||||
Subtotal, employee-related taxes | 86 | 83,809 | (83,806 | ) | 88 | |||||||||||||||
Income and business taxes | ||||||||||||||||||||
Sales tax | 24,794 | 1,796 | (5,792 | ) | Various | Transferred to A/P | 20,798 | |||||||||||||
Franchise tax | 6,774 | 5,833 | - | None | None | 12,608 | ||||||||||||||
Income tax | - | 4,896 | - | None | None | 4,896 | ||||||||||||||
All other taxes | - | - | - | None | None | - | ||||||||||||||
Subtotal, income and business taxes | 31,568 | 12,525 | (5,792 | ) | 38,302 | |||||||||||||||
Taxes included in accounts payable | 2,101 | 6,106 | (2,018 | ) | Various | ACH | 6,189 | |||||||||||||
TOTAL TAXES | 33,755 | 102,440 | (91,616 | ) | 44,579 | |||||||||||||||
Less: Taxes included in accounts payable | (2,101 | ) | (6,106 | ) | 2,018 | None | None | (6,189 | ) | |||||||||||
Less: Taxes included in other long-term liabilities | - | (4,896 | ) | - | None | None | (4,896 | ) | ||||||||||||
TOTAL ACCRUED TAXES | 31,654 | 91,438 | (89,598 | ) | 33,494 |
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-4
ATTESTATION REGARDING STATUS OF POST-PETITION TAXES
The above-captioned Debtor hereby submits this attestation regarding the status of post-petition taxes in lieu of providing tax returns and detailed records of paid or unpaid taxes by type and entity.
I hereby certify, to the best of my knowledge, that: (1) all federal, state and local post-petition taxes and estimates due and owing for the period indicated above for the Debtor have been paid or that any remaining balance dues are de minimis; and (2) to the extent that tax returns have not been submitted, an extension has been either obtained or requested from the appropriate state or federal agency, or the Debtor is in the process of obtaining or requesting such extension from the appropriate state or federal agency.
/s/ David E. Jorden | April 20, 2016 | |
Signature of authorized individual | Date | |
David E. Jorden | Acting CEO and Acting CFO | |
Printed name of authorized individual | Title of authorized individual |
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-4
STATUS OF UNPAID POST-PETITION DEBTS 1
Days Outstanding | ||||||||||||||||||||||||||||
Line item | Current | 1-30 3 | 31-60 | 61-90 | 91-120 | Over 120 | Totals | |||||||||||||||||||||
Accounts payable 2 | 81,895 | 515,052 | 52,180 | (1,685 | ) | - | - | 647,442 | ||||||||||||||||||||
Accrued compensation and benefits | 32,492 | - | - | - | - | - | 32,492 | |||||||||||||||||||||
Accrued expenses | 1,127,820 | - | - | - | - | - | 1,127,820 | |||||||||||||||||||||
Accrued taxes | 33,495 | - | - | - | - | - | 33,495 | |||||||||||||||||||||
Accrued interest | 33,147 | - | - | - | - | - | 33,147 | |||||||||||||||||||||
Customer deposits | 371,333 | - | - | - | - | - | 371,333 | |||||||||||||||||||||
Debtor-in-possession financing | 2,500,000 | - | - | - | - | - | 2,500,000 | |||||||||||||||||||||
Convertible debt, net of original issue discount | - | - | - | - | - | - | - | |||||||||||||||||||||
Deferred revenue | 938,860 | - | - | - | - | - | 938,860 | |||||||||||||||||||||
Derivative liabilities | - | - | - | - | - | - | - | |||||||||||||||||||||
Other long-term liabilities | 389,314 | - | - | - | - | - | 389,314 | |||||||||||||||||||||
Totals | 5,508,356 | 515,052 | 52,180 | (1,685 | ) | - | - | 6,073,903 |
1. All information contained herein is unaudited and subject to future adjustments. Certain debts payable pursuant to orders of the Bankruptcy Court are reflected as current for the purposes of this schedule. All post-petition debts other than aged accounts payable are assumed to be current.
2. Amounts in this line item represent open and outstanding trade vendor invoices, aged based on invoice due date, that have been entered into the Debtor's accounts payable system. These amounts do not include any payables based on accruals for goods provided and/or services performed but for which invoices have not been received. The Debtor expects to pay all amounts not listed as "Current" as soon as practicable. This note is provided in place of a list of aged accounts payable.
3. This balance includes $478,771 of Debtor's professional fees, which will be paid once a Certificate of No Objection is filed with the Bankruptcy Court for each professional's fee application.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-5
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING *
Days Outstanding | ||||||||||||||||||||||||
Line item | Current | 1-30 | 31-60 | 61-90 | Over 90 | Totals | ||||||||||||||||||
Accounts receivable | (60,771 | ) | 104,428 | 139,371 | 330,124 | 403,751 | 916,903 | |||||||||||||||||
Less: Allowance for doubtful accounts | - | - | - | - | (80,186 | ) | (80,186 | ) | ||||||||||||||||
Totals | (60,771 | ) | 104,428 | 139,371 | 330,124 | 323,565 | 836,717 | |||||||||||||||||
-7.3 | % | 12.5 | % | 16.7 | % | 39.5 | % | 38.7 | % | 100.0 | % | |||||||||||||
Reconciliation of accounts receivable, trade | ||||||||||||||||||||||||
Accounts receivable, net at the beginning of the reporting period | 1,427,261 | |||||||||||||||||||||||
Add: Amounts billed during the period | 89,274 | |||||||||||||||||||||||
Subtract: Amounts collected during the period | (107,114 | ) | ||||||||||||||||||||||
Subtract: Change in allowance for doubtful accounts | 5,535 | |||||||||||||||||||||||
Adjustment: Reconciliation of net receivable due from Bioprod Biomedicinski Produkti d.o.o. | (519,507 | ) | ||||||||||||||||||||||
Adjustment: Deferred revenue applied to accounts receivable | (60,771 | ) | ||||||||||||||||||||||
Other adjustments | 2,040 | |||||||||||||||||||||||
Accounts receivable at the end of the reporting period | 836,717 |
* All information contained herein is unaudited and subject to future adjustments.
In re Nuo Therapeutics, Inc. | Case No. 16-10192 (MFW) |
Debtor | Reporting Period: March 1 - March 31, 2016 |
MOR-5a
DEBTOR QUESTIONNAIRE
# | Line item | Yes | No | |||
1 | Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. | ü | ||||
2 | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. | ü | ||||
3 | Have all post-petition tax returns been timely filed? If no, provide an explanation below. | ü | ||||
4 | Are workers' compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. | ü | ||||
5 | Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). | ü |
Explanations |
1 | None required | |
2 | None required | |
3 | None required | |
4 | None required | |
5 | None required |