-----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, SP0Sran22djCGeZDQrNtLNeG1qAQmo7rYjNiYcn4heaiAUMuy2RKmrsLg96ZwY7U dfDBfeLr3wQfo3bnAnYgOg== 0000909518-10-000005.txt : 20100112 0000909518-10-000005.hdr.sgml : 20100112 20100112171150 ACCESSION NUMBER: 0000909518-10-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100111 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100112 DATE AS OF CHANGE: 20100112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Motors Liquidation Co CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00043 FILM NUMBER: 10523276 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL MOTORS CORP DATE OF NAME CHANGE: 19930816 8-K 1 mm01-1210_8k.htm

 

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549-1004

 

 

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) January 11, 2010

 

 

MOTORS LIQUIDATION COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

1-43

(Commission File Number)

DELAWARE

(State or other jurisdiction of

incorporation)

38-0572515

(I.R.S. Employer

Identification No.)

 

500 Renaissance Center, Suite 1400, Detroit, Michigan

48243

(Address of Principal Executive Offices)

(Zip Code)



 

(313) 486-4044

(Registrant's telephone number, including area code)

 

300 Renaissance Center, Detroit, Michigan 48265-3000

(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:

 

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

 

o

 

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.

On January 11, 2010, Motors Liquidation Company (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed their unaudited Monthly Operating Report for the month ending November 30, 2009 (the “Monthly Operating Report”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (jointly administered proceedings, In re Motors Liquidation Company, et al., f/k/a General Motors Corp., et al., Case Number 09-50026 (REG)). Copies of this report are contained in the attached Exhibit 99.1 and are incorporated herein by reference. This Current Report on Form 8-K (including the Exhibits hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed herein.

Cautionary Statements Regarding Financial and Other Data

Upon the closing of the sale of substantially all of the Company’s assets to General Motors Company pursuant to Section 363(b) of the United States Bankruptcy Code on July 10, 2009, the Company ceased to have material operations. It is the Company’s strong belief that there will be no value at all for common stockholders in the bankruptcy liquidation process, even under the most optimistic of scenarios.

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 (Revised 2/1/08) established by the Office of the United States Trustee for the Southern District of New York 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.

The financial statements in the Monthly Operating Report were not audited or reviewed by independent accountants and were not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Monthly Operating Report presents condensed financial information of the Debtors.

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.

Limitation on Incorporation by Reference

 

 

 

 

2

 


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.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Company believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Company’s control. Such factors include, without limitation: (i) the ability of the Company to develop, prosecute, confirm, and consummate its plan of liquidation with respect to the Company’s chapter 11 proceedings or any other plan of liquidation; (ii) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Company’s chapter 11 proceedings; (iii) risks associated with third parties seeking and obtaining court approval for the appointment of a chapter 11 trustee; and (iv) the potential adverse impact of the Company’s chapter 11 proceedings on the Company’s liquidity or results. This list is not intended to be exhaustive.

The Company’s informational filings with the Court, including the Monthly Operating Report and additional information about the Debtors’ filing under chapter 11 of title 11 of the United States Code, 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. Such informational filings may be available electronically, for a fee, through the Court’s Internet world wide web site (www.nysb.uscourts.gov), and/or free of cost, at a world wide web site maintained by the Company's Court-approved noticing agent (www.motorsliquidationdocket.com).

 

ITEM 9.01

Financial Statements and Exhibits

 

Number

 

Description

 

99.1

Motors Liquidation Company Monthly Operating Report for the month ending November 30, 2009, filed with the United States Bankruptcy Court for the Southern District of New York on January 11, 2010

 

 

 

3

 


 

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.

 

 

 

 

 

 

January 12, 2010     

(Date)

MOTORS LIQUIDATION COMPANY

(Registrant)

 

 

By: /s/ James Selzer                   

James Selzer

Vice President and Treasurer

 

 

 

 

 

 

 

 

4

 


EXHIBIT INDEX

 

 

Number

 

Description

 

99.1

Motors Liquidation Company Monthly Operating Report for the month ending November 30, 2009, filed with the United States Bankruptcy Court for the Southern District of New York on January 11, 2010

 

 

 

 

 

 

5

 

 

EX-99 2 mm01-1210_8ke991.htm

Exhibit 99.1

 

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

 

X

 

In re

:

Chapter 11 Case No.

 

:

 

 

:

 

Motors Liquidation Company, et al.,

:

09-50026 (REG)

f/k/a General Motors Corp., et al.

:

 

 

:

 

Debtors.

:

(Jointly Administered)

 

:

 

 

X

 

 

 

MONTHLY OPERATING REPORT FOR THE MONTH

ENDED NOVEMBER 30, 2009

 

 

 

DEBTORS’ ADDRESS:

500 Renaissance Drive, Suite 1400, Detroit, MI 48243

 

 

I declare under penalty of perjury (28 U.S.C Section 1746) that the report and the attached documents are true and accurate to the best of my knowledge and belief.

 

 

/s/ James Selzer

 

James Selzer

 

Vice President and Treasurer

 

DATE: January 11, 2010

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 1 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

LISTING OF DEBTORS

 

 

 

 

Debtor Name:

Case Number:

 

 

Motors Liquidation Company

09-50026

MLCS, LLC

09-50027

MLCS Distribution Corporation

09-50028

MLC of Harlem, Inc.

09-13558

Remediation and Liability Management Company, Inc.

09-50029

Environmental Corporate Remediation Company, Inc.

09-50030

 

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 2 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

INDEX TO CONDENSED COMBINED FINANCIAL STATEMENTS AND SCHEDULES

 

 

Page

 

 

Financial Statements:

 

 

 

Condensed Combined Debtors-In-Possession Statements of Operations for the month

   ended November 30, 2009 and the period July 10, 2009 through November 30, 2009

4

Condensed Combined Debtors-In-Possession Statement of Net Assets as of

   November 30, 2009

5

Condensed Combined Debtors-In-Possession Statements of Cash Flows for the month ended

   November 30, 2009 and the period July 10, 2009 through November 30, 2009

6

 

 

Notes to Monthly Operating Report:

 

 

 

Note 1             Reorganization Proceedings

7

Note 2             Basis of Presentation

9

Note 3             DIP Financing

11

Note 4             Liabilities Subject to Compromise

12

Note 5             Reorganization Items

13

Note 6             Post-petition Accounts Payable

13

 

 

Schedules:

 

 

 

Schedule 1       Summary of Monthly Disbursements for the month ended November 30, 2009

14

Schedule 2       Payments to Insiders

15

Schedule 3       Professional Fees Paid

16

Schedule 4       Retainers Paid to Professionals

17

Schedule 5       Status of Post-Petition Taxes Paid

18

Schedule 6       Debtor Questionnaire

19

 

 

Condensed Combining Debtors-In-Possession Statement of Operations for the month ended

   November 30, 2009

20

Condensed Combining Debtors-In-Possession Statement of Operations for the period July 10,

   2009 through November 30, 2009

21

Condensed Combining Debtor-In-Possession Statement of Net Assets as of November 30, 2009

22

 

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 3 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENTS OF OPERATIONS

(Unaudited in thousands of U.S. Dollars)

 

 

Month Ended November 30, 2009

 

July 10, 2009 - November 30, 2009

 

 

 

 

Rental income

$1,806

 

$9,558

 

 

 

 

Selling, administrative and other expenses

12,743

 

108,899

 

 

 

 

Operating loss

(10,937)

 

(99,341)

 

 

 

 

Interest expense

4,932

 

23,610

Interest income

(353)

 

(1,378)

 

 

 

 

Loss before reorganization items and income taxes

(15,516)

 

(121,573)

 

 

 

 

Reorganization items (gain) / loss

(2,482,449)

 

(1,431,278)

 

 

 

 

Income before income taxes

2,466,933

 

1,309,705

 

 

 

 

Income taxes

-

 

-

 

 

 

 

Net income

$ 2,466,933

 

$ 1,309,705

 

 

See accompanying notes to condensed combined financial statements

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 4 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR MONTH ENDED NOVEMBER 30, 2009

CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENT OF NET ASSETS

(Unaudited in thousands of U.S. Dollars)

 

 

November 30, 2009

Assets:

 

 

 

Cash and cash equivalents

$1,032,811

Due from affiliates

332

Prepaid expenses

4,814

Other current assets

26,411

 

 

Total current assets

1,064,368

 

 

Property, plant and equipment

 

Land and building

207,223

Machinery and equipment

46,639

 

 

Total property, plant and equipment

253,862

 

 

Investment in GMC

-

Investments in subsidiaries

14,570

Restricted cash

89,600

 

 

Total assets

1,422,400

 

 

Liabilities:

 

 

 

Debtor-in-possession financing

$ 1,183,813

Accounts payable

3,981

Due to GM LLC

3,714

Accrued payroll and employee benefits

35,468

Accrued professional fees

38,176

Other accrued liabilities

16,552

 

 

Total current liabilities

1,281,704

 

 

Liabilities subject to compromise

32,288,992

 

 

Total liabilities

33,570,696

Net assets (liabilities)

(32,148,296)

 

 

See accompanying notes to condensed combined financial statements

 

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 5 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

CONDENSED COMBINED DEBTORS-IN-POSSESSION STATEMENTS OF CASH FLOWS

(Unaudited in thousands of U.S. Dollars)

 

 

Month Ended November 30, 2009

 

July 10, 2009 - November 30, 2009

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

$ 2,466,933

 

$ 1,309,705

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Reorganization items (gain) / loss

(2,482,448)

 

(1,431,278)

Reorganization related payments

(5,183)

 

(75,071)

 

 

 

 

Changes in assets and liabilities that provided (used) cash:

 

 

 

 

 

 

 

Due from affiliates

-

 

(18)

Prepaid expenses

275

 

(4,814)

Other current assets

20

 

300

Accounts payable

1,259

 

3,982

Due to GM LLC

(867)

 

2,303

Accrued payroll and employee benefits

(12,715)

 

35,306

Other accrued liabilities

5,257

 

24,959

 

 

 

 

Net cash used in operating activities

(27,469)

 

(134,626)

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Proceeds from disposal of assets

576

 

1,191

Proceeds from sale of investment in subsidiaries

2,218

 

2,930

Changes in restricted cash

-

 

(7,300)

 

 

 

 

Net cash provided by (used in) investing activities

2,794

 

(3,179)

 

 

 

 

 

 

 

 

Effect of exchange rate changes in cash

-

 

-

 

 

 

 

Decrease in cash and cash equivalents

(24,675)

 

(137,805)

Cash and cash equivalents at beginning of period

1,057,486

 

1,170,616

 

 

 

 

Cash and cash equivalents at end of period

$ 1,032,811

 

$ 1,032,811

 

 

See accompanying notes to condensed combined financial statements

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 6 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

NOTES TO MONTHLY OPERATING REPORT

 

Note 1 – Reorganization Proceedings

 

On June 1, 2009 (the “Commencement Date”), Motors Liquidation Company (f/k/a General Motors Corporation) (“MLC”) and three of its affiliates, MLCS, LLC (f/k/a Saturn Corporation) (“MLCS”), MLCS Distribution Corporation (f/k/a Saturn Distribution Company) (“MLCS Distribution”), and MLC of Harlem, Inc. (f/k/a Chevrolet-Saturn of Harlem Inc.) (“MLCS Harlem” and collectively with MLC, MLCS, and MLCS Distribution, the “First Filed Debtors”) commenced 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 “Bankruptcy Court”).

On October 9, 2009, two additional debtors, Remediation and Liability Management Company, Inc. (“REALM”) and Environmental Corporate Remediation Company, Inc. (“ENCORE”) (together, the “Second Filed Debtors”, and collectively with the First Filed Debtors, the "Debtors") commenced cases jointly administered with the cases of the First Filed Debtors. The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors’ chapter 11 cases are being jointly administered for procedural purposes only under case number 09-50026 (REG) pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. As described below in more detail, on July 10, 2009, each of the First Filed Debtors sold substantially all of its assets to General Motors Company, now known as General Motors, LLC (“New GM”), an entity formed by the United States Treasury (the “GM Asset Sale”).

A description of each of the Debtors is set forth below:

 

Motors Liquidation Company – MLC, a Delaware corporation, historically was the primary operating company of the Debtors, although certain operations were conducted through direct and indirect subsidiaries. As such, MLC now owns most of the assets, liabilities and contracts that were retained by the Debtors following the GM Asset Sale.

 

MLCS, LLC – MLCS, a Delaware corporation and a direct subsidiary of MLC, was formed in 1985 to develop, manufacture, and market a line of passenger cars under the “Saturn” brand.

 

MLCS Distribution Corporation – MLCS Distribution, a Delaware corporation and a direct subsidiary of MLCS, was formed in 1987 to distribute automobiles produced by MLCS and was the primary contracting entity with the Saturn retailer network.

 

MLC of Harlem, Inc. – MLC Harlem, a Delaware corporation and a direct subsidiary of MLC, was formed in 2004 to operate an automobile dealership in New York, New York.

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 7 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

NOTES TO MONTHLY OPERATING REPORT

 

 

Remediation and Liability Management Company, Inc. – REALM, a Michigan corporation and a direct subsidiary of MLC, was formed in 1984 to manage environmental remediation liabilities, including assessing, investigating, and discharging environmental liabilities associated with domestic and international properties affiliated with MLC.

 

Environmental Corporate Remediation Company, Inc.– ENCORE, a Delaware corporation and a direct subsidiary of MLC, was formed in 1989 to manage environmental remediation liabilities, including assessing, investigating, and discharging environmental liabilities associated with domestic and international properties affiliated with MLC.

On July 10, 2009 (the “Closing Date”), each of the First Filed Debtors consummated a sale of substantially all of its assets (the GM Asset Sale) to New GM pursuant to (i) that certain Amended and Restated Master Sale and Purchase Agreement (the “MSPA”), dated June 26, 2009, among the First Filed Debtors and New GM and (ii) an order of the Bankruptcy Court, dated July 5, 2009 (Docket Number 2968) (the “Sale Order”).

The purchase price paid by New GM for the First Filed Debtors’ assets equaled the sum of (i) a credit bid of certain amounts outstanding under MLC’s prepetition credit agreement with the U.S. Treasury and MLC’s debtor-in-possession financing facility (the “DIP Facility”), (ii) the U.S. Treasury’s return of warrants previously issued to the U.S. Treasury by MLC, (iii) the issuance by New GM to MLC of (a) 50,000,000 shares (10%) of New GM’s common stock and (b) warrants to acquire newly issued shares of New GM common stock initially exercisable for a total of 90,909,090 shares of New GM’s common stock (15% of New GM’s common stock on a fully diluted basis) on the respective terms specified therein, and (iv) the assumption by New GM or its designated subsidiaries of certain specified liabilities of the First Filed Debtors. The MSPA also provides that in the event that the estimated aggregate general unsecured claims against the Debtors, as determined by the Bankruptcy Court upon the request of MLC, exceeds $35 billion, New GM is required to issue, as an adjustment to the purchase price, up to approximately an additional 2% of its common stock (the “Adjustment Shares” and collectively with the New GM common stock and warrants (and any securities received in respect thereof) set forth in (iii), the “New GM Equity Interests”) to MLC, based on the extent to which such claims exceed $35 billion, with the full amount of the Adjustment Shares being payable if such excess amount is greater than or equal to $7 billion.

On October 19, 2009, New GM completed a holding company reorganization pursuant to which all of the outstanding shares of common stock and preferred stock of New GM were exchanged on a one-for-one basis for shares of common stock and preferred stock of a newly organized Delaware corporation (“New GM HoldCo”) that now bears the name General Motors Company. As such, the New GM Equity Interests now represent equity interests in New GM HoldCo. 

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 8 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

NOTES TO MONTHLY OPERATING REPORT

 

The value of the New GM Equity Interests is undetermined as of the date of this Monthly Operating Report.

Note 2 – Basis of Presentation

General

The Debtors are included in this Monthly Operating Report which has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Debtors’ chapter 11 cases and is in a format acceptable to the Office of the United States Trustee for the Southern District of New York. The financial information contained herein is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. Unlike consolidated financial statements, the Monthly Operating Reports reflect the assets and liabilities of each separate Debtor.

 

Accounting Requirements

The condensed combined financial statements herein have been prepared in accordance with the guidance in American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7), which is applicable to companies operating under Chapter 11. SOP 90-7 generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

 

Liquidation Basis of Accounting

The liquidation basis of accounting is appropriate when the liquidation of a company appears imminent and the net realizable value of its assets is reasonably determinable. Under this basis of accounting, the Debtors assets are recorded at their net realizable value. The condensed combined financial statements contained in this Monthly Operating Report are prepared under the liquidation basis of accounting.

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 9 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

NOTES TO MONTHLY OPERATING REPORT

 

Cash and cash equivalents

For purposes of reporting cash flows, the Debtors consider highly liquid investments in United States Treasury Securities with maturities of 24 months or less when purchased to be cash equivalents.

 

Financial Statements Presented

The unaudited condensed combined financial statements and supplemental information contained herein are presented for each of the Debtors. The condensed combined statements of operations presented herein are for the month ended November 30, 2009 and for the period July 10, 2009 through November 30, 2009. The condensed combined statement of net assets is presented as of November 30, 2009. The condensed combined statements of cash flows presented herein are for the month ended November 30, 2009 and for the period July 10, 2009 through November 30, 2009.

The condensed combined financial statements included herein include normal recurring adjustments, but not all of the adjustments that would typically be made for quarterly and annual financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Furthermore, the monthly information presented herein, has not been subjected to the same level of accounting review and testing that MLC historically applied in the preparation of its quarterly and annual financial information in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or the full year and may not reflect MLC’s results of operation, financial position and cash flows in the future.

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 10 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

NOTES TO MONTHLY OPERATING REPORT

 

 

Note 3 – DIP Facility

In connection with the closing of the GM Asset Sale, on July 10, 2009, the First Filed Debtors entered into an amended and restated DIP Facility (as restructured, amended and restated, the “Wind Down Facility”) with the U.S. Treasury and Export Development of Canada (collectively, the “DIP Lenders”). The Wind Down Facility, which was approved by an order of the Bankruptcy Court, dated July 5, 2009 (Docket Number 2969), provides for loans in a principal amount of $1,175,000,000 (with interest paid in kind), all of which was drawn by the Debtors the day before the Closing Date. The Wind Down Facility is non-recourse to the Debtors, and the obligations thereunder are secured by substantially all assets of the Debtors’ assets (other than the New GM Equity Interests and certain other assets that were excluded from the assets constituting collateral). The Debtors currently expect that (i) the Wind Down Facility and the proceeds they recover from their remaining assets will be sufficient to pay the administrative expenses of winding down their estates and administering a chapter 11 plan and (ii) the proceeds of such asset sales will not be sufficient to pay down the Wind Down Facility in full. Given the non-recourse nature of the Wind Down Facility, these two points together mean that it is expected that the only assets that will be available for distribution (not including the DIP Lenders) are the New GM Equity Interests and it is currently anticipated that all of the New GM Equity Interests will be available for distribution (not including the DIP Lenders). However, if the Wind Down Facility and the proceeds of the asset sales are insufficient to pay the administrative expenses of winding down the Debtors’ estates and administering a chapter 11 plan, the Debtors will have to use the New GM Equity Interests to pay such expenses.

Interest expense accrues quarterly and is paid in kind on the first business day of September, December, March and June. Approximately $8,815,000 of interest was paid in kind on September 1, 2009. Accrued interest payable is included in other accrued liabilities on the statement of net assets.

Total debtor in possession financing and accrued interest payable outstanding at November 30, 2009 were approximately $1,183,813,000 and $14,797,000, respectively.

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 11 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

NOTES TO MONTHLY OPERATING REPORT

 

Note 4 - Liabilities Subject to Compromise

 

As a result of the chapter 11 filings, the Debtors’ pre-petition indebtedness is subject to compromise or other treatment under a chapter 11 plan. SOP 90-7 requires that pre-petition liabilities subject to compromise be reported at the amounts expected to be allowed as claims, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise represent the Debtors’ estimate of known or potential pre-petition claims to be addressed in connection with these chapter 11 cases. Such claims remain subject to further adjustments resulting from, among other things, objections to claims, negotiations with creditors, rejection of executory contracts and unexpired leases, and orders of the Bankruptcy Court.

 

On November 12, 2009, the Bankruptcy Court approved a settlement agreement with certain labor unions and New GM. The following labor unions accepted the settlement (“Participating Splinter Unions”):

 

 

IUE-CWA

 

USW

 

International Brotherhood of Electrical Workers

 

Michigan Regional Council of Carpenters, Local 687 and Interior Systems, Local 1045

 

International Brotherhood of Painters & Allied Trades of the U.S. and Canada, Sign & Display Union Local 59

 

International Union of Operating Engineers

 

United Catering Restaurant Bar & Hotel Workers

 

To date, the International Association of Machinists and Aerospace Workers , the International Brotherhood of Teamsters and the International Brotherhood of Boilermakers have not accepted the settlement agreement (“Non-Participating Splinter Unions”). Under the terms of the settlement, MLC has agreed to fund up to $100 million of administrative expenses for costs incurred for health benefit claims incurred on and after July 10, 2009 through December 31, 2009. All excess costs and costs incurred after December 31, 2009, shall be the responsibility of New GM whether or not those excess costs relate to Participating Splinter Unions or Non-Participating Splinter Unions.

 

The settlement also grants the Participating Splinter Unions an allowed prepetition unsecured claim in the amount of $1.0 billion to fully settle, satisfy and discharge all claims against MLC and its affiliates and former and present officers and directors. As a result of the settlement, liabilities subject to compromise relating to union obligations were reduced by $2.5 billion and a corresponding gain on claim settlement was recorded to reorganization items (See Note 5) in the condensed statements of operations.

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 12 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

NOTES TO MONTHLY OPERATING REPORT

 

The “unsecured bond debt,” as described in the table below, includes an approximate $1.0 billion liability relating to MLC’s guarantee of the 8.375% Notes due December 7, 2015 and the 8.875% Notes due July 10, 2023 (collectively, the “Nova Scotia Notes”) issued by MLC’s subsidiary, General Motors Nova Scotia Finance Company (“GM Nova Scotia”). Any potential liabilities MLC may owe to GM Nova Scotia under Nova Scotia law as a result of an insolvency order in respect of GM Nova Scotia having been approved by the Nova Scotia Supreme Court on October 9, 2009, including potential liabilities related to

GM Nova Scotia liabilities under (i) the Nova Scotia Notes or (ii) any transaction made pursuant to that certain ISDA Master Agreement dated as of October 15, 2001, as supplemented and modified by a Schedule, between GM Nova Scotia and MLC (which MLC assigned to New GM under the GM Asset Sale) are not included herein.

 

Any potential liabilities MLC may owe as a result of its guarantee of certain obligations of its subsidiary El-Mo Leasing III Corporation are also not included herein.

 

Liabilities subject to compromise consist of the following:

 

 

November 30, 2009

 

(amounts in millions)

 

 

Unsecured bond debt

$28,356

Due to affiliates

101

Accounts payable

24

Accrued payroll and employee benefits

14

Environmental reserves

539

Union obligations

1,000

Workers' compensation

70

Litigation and product liability

1,637

Other accrued liabilities

548

 

 

Liabilities subject to compromise

$32,289

 

Note 5 - Reorganization Items

SOP 90-7 requires that reorganization items, such as professional fees directly related to the process of reorganizing under Chapter 11 and provisions and adjustments to reflect the carrying value of certain pre-petition liabilities at their estimated allowable claim amounts, be reported separately. The Debtors’ reorganization items for the month ended November 30, 2009 and the period July 10, 2009 through November 30, 2009 relate to professional fees, adjustments to liabilities subject to compromise (See Note 4) and adjustments to assets and liabilities in accordance with the MSPA.

 

Note 6 - Post-petition accounts payable

 

The Debtors believe that all undisputed post-petition accounts payable have been or are being paid under agreed payment terms and the Debtors intend to continue paying all undisputed post-petition obligations as they become due.

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 13 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

 

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

 

SUMMARY OF MONTHLY DISBURSEMENTS

(Unaudited in thousands of U.S. Dollars)

 

Legal Entity

Month Ended

November 30, 2009

 

 

Motors Liquidation Company (f/k/a General Motors Corporation)

$31,907

MLCS, LLC 

-

MLCS Distribution Corporation 

-

MLC of Harlem, Inc. 

-

Remediation and Liability Management Company, Inc.

19

Environmental Corporate Remediation Company, Inc. 

27

 

 

Total disbursements

$31,953

 

 

 

 

United States Bankruptcy Court for the Southern District of New York

In re: Motors Liquidation Company, et al.

Case No.: 09-50026 (REG) (Jointly Administered)

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 14 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

 

MONTHLY OPERATING REPORT FOR THE MONTH

ENDED NOVEMBER 30, 2009

 

PAYMENTS TO INSIDERS

(Unaudited in thousands of U.S. Dollars)

 

 

 

 

 

 

 

Month Ended

Last Name

 

First Name

 

Type of Payment

 

November 30, 2009

 

 

 

 

 

 

 

Adair, Jr.

 

Wendell H.

 

Out-of-pocket expense reimbursement

 

$ 636

Johnson

 

Alan C.

 

Out-of-pocket expense reimbursement

 

877

 

 

 

 

 

 

 

Total payments to insiders

 

 

 

$ 1,513

 

 

 

United States Bankruptcy Court for the Southern District of New York

In re: Motors Liquidation Company, et al.

Case No.: 09-50026 (REG) (Jointly Administered)

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 15 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

 

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

 

SCHEDULE OF PROFESSIONAL FEES PAID

(Unaudited in thousands of U.S. Dollars)

 

 

 

Month Ended

Retained Professional

November 30, 2009

 

 

Weil Gotshal & Manges LLP

$ 1,527

Garden City Group

1,051

FTI Consulting, Inc.

613

Evercore Group LLC

526

Kramer Levin Naftalis & Frankel LLP

365

LFR, Inc.

245

Butzel Long, PC

212

Jenner & Block LLP

174

Brownfield Partners, LLC

48

Claro Group, LLC

9

 

 

Total professional fees paid

$ 4,770

 

 

 

United States Bankruptcy Court for the Southern District of New York

In re: Motors Liquidation Company, et al.

Case No.: 09-50026 (REG) (Jointly Administered)

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 16 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

 

MONTHLY OPERATING REPORT FOR THE MONTH

ENDED NOVEMBER 30, 2009

 

SCHEDULE OF RETAINERS PAID TO PROFESSIONALS

(Unaudited in thousands of U.S. Dollars)

 

 

Retained Professional

Balance as of

November 30, 2009

 

 

AP Services LLC

$ 19,552

Weil Gotshal & Manges LLP

5,900

Honigman Miller LLP

574

Jenner & Block LLP

385

 

 

Total outstanding retainers paid to professionals

$ 26,411

 

 

 

 

 

United States Bankruptcy Court for the Southern District of New York

In re: Motors Liquidation Company, et al.

Case No.: 09-50026 (REG) (Jointly Administered)

 

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 17 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

 

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

 

STATUS OF POST-PETITION TAXES PAID

(Unaudited in thousands of U.S. Dollars)

 

 

 

 

Month Ended

 

Federal

 

November 30, 2009

 

 

 

 

 

Withholding

 

$ 17

 

FICA - employee

 

32

 

FICA - employer

 

32

 

 

 

 

 

Total Federal Taxes

 

81

 

 

 

 

 

State and Local

 

 

 

 

 

 

 

Withholding

 

21

 

 

 

 

 

Total State and Local Taxes

 

21

 

 

 

 

 

Total post-petition taxes paid [A]

 

$ 102

 

 

 

 

[A]

All tax related payments during the reporting period were made by New GM on behalf of Motors Liquidation Company. MLC anticipates reimbursing these amounts according to the terms of the TSA.

 

 

 

 

 

United States Bankruptcy Court for the Southern District of New York

In re: Motors Liquidation Company, et al. 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 18 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

 

MONTHLY OPERATING REPORT FOR THE MONTH ENDED

November 30, 2009

 

DEBTOR QUESTIONNAIRE

 

 

Must be completed each month. If the answer to any of the questions is “ Yes ” , provide a detailed explanation of each item. Attach additional sheets if necessary.

Yes

No

1

Have any assets been sold or transferred outside the normal course of business this reporting period?

X

 

2

Have any funds been disbursed from any account other than a debtor in possession account this reporting period?

 

X

3

Is the Debtor delinquent in the timely filing of any post-petition tax returns?

 

X

4

Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?

 

X

5

Is the Debtor delinquent in paying any insurance premium payment?

 

X

6

Have any payments been made on pre-petition liabilities this reporting period?

 

X

7

Are any post-petition receivables (accounts, notes or loans) due from related parties?

X

 

8

Are any post-petition payroll taxes past due?

 

X

9

Are any post-petition State or Federal income taxes past due?

 

X

10

Are any post-petition real estate taxes past due?

 

X

11

Are any other post-petition taxes past due?

 

X

12

Have any pre-petition taxes been paid during this reporting period?

 

X

13

Are any amounts owed to post-petition creditors delinquent?

 

X

14

Are any wage payments past due?

 

X

15

Have any post-petition loans been received by the Debtor from any party?

 

X

16

Is the Debtor delinquent in paying any U.S. Trustee fees?

 

X

17

Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?

 

X

 

Notes:

[1] - Certain de minimis assets have been sold outside the ordinary course of business during this reporting period pursuant to the Order Pursuant to 11 U.S.C. §§ 105 and 363 (A) Establishing Procedures for the Disposition of De Minimis Assets, and (B) Authorizing the Debtors to (i) Pay Related Fees, and (ii) Assume, Assume and Assign, or Reject Related Executory Contracts or Unexpired Leases, dated August 18, 2009 [Docket No. 3830] (the “De Minimis Asset Sale Order”). Pursuant to the De Minimis Asset Sale Order, the Debtors are required to file quarterly reports listing certain assets sold thereunder. The next quarterly report is scheduled to be filed on or before January 30, 2010, covering the period October 1, 2009 through December 31, 2009.

 

 

 

[7] - Post-petition receivables due from affiliates were the result from ordinary course of business transactions during August 2009 with REALM, ENCORE and GM Strasbourg (a direct subsidiary of MLC). REALM and ENCORE subsequently filed chapter 11 petitions on October 9, 2009. These receivables have been eliminated in the Condensed Combined Debtors-in-Possession Statement of Net Assets.

 

 

 

[15] - The Debtors entered into the Wind Down Facility with the DIP Lenders in connection with the closing of the GM Asset Sale. All loan proceeds were received on July 10, 2009.

United States Bankruptcy Court for the Southern District of New York

In re: Motors Liquidation Company, et al.

Case No.: 09-50026 (REG) (Jointly Administered)

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 19 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

CONDENSED COMBINING DEBTORS-IN-POSSESSION STATEMENT OF OPERATIONS

FOR THE MONTH ENDED NOVEMBER 30, 2009

(Unaudited in thousands of U.S. Dollars)

 

 

Case Number:

09-50026

 

09-50027

 

09-50028

 

09-13558

 

09-50029

 

09-50030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Motors Liquidation Company

 

MLCS, LLC

 

MLCS Distribution Corporation

 

MLC of Harlem, Inc.

 

Remediation and Liability Management Company, Inc.

 

Environmental Corporate Remediation Company, Inc.

 

Eliminations

 

Combined Debtors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

$ 1,806

 

$ -

 

$ -

 

$ -

 

$ -

 

$ -

 

$ -

 

$ 1,806

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, administrative and other expenses

12,147

 

-

 

-

 

-

 

319

 

277

 

-

 

12,743

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

(10,341)

 

-

 

-

 

-

 

(319)

 

(277)

 

-

 

(10,937)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

4,932

 

-

 

-

 

-

 

-

 

-

 

-

 

4,932

Interest income

(353)

 

-

 

-

 

-

 

-

 

-

 

-

 

(353)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before reorganization items and income taxes

(14,920)

 

-

 

-

 

-

 

(319)

 

(277)

 

-

 

(15,516)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reorganization items (gain) / loss

(2,482,449)

 

-

 

-

 

-

 

-

 

-

 

-

 

(2,482,449)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

2,467,529

 

-

 

-

 

-

 

(319)

 

(277)

 

-

 

2,466,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$2,467,529

 

$ -

 

$ -

 

$ -

 

$ (319)

 

$ (277)

 

$ -

 

$2,466,933

 

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 20 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

CONDENSED COMBINING DEBTORS-IN-POSSESSION STATEMENT OF OPERATIONS

FOR THE PERIOD JULY 10, 2009 THROUGH NOVEMBER 30, 2009

(Unaudited in thousands of U.S. Dollars)

 

Case Number:

09-50026

 

09-50027

 

09-50028

 

09-13558

 

09-50029

 

09-50030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Motors Liquidation Company

 

MLCS, LLC

 

MLCS Distribution Corporation

 

MLC of Harlem, Inc.

 

Remediation and Liability Management Company, Inc.

 

Environmental Corporate Remediation Company, Inc.

 

Eliminations

 

Combined Debtors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

$ 9,558

 

$ -

 

$ -

 

$ -

 

$ -

 

$ -

 

$ -

 

$ 9,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, administrative and other expenses

106,084

 

-

 

-

 

-

 

1,622

 

1,193

 

-

 

108,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

(96,526)

 

-

 

-

 

-

 

(1,622)

 

(1,193)

 

-

 

(99,341)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

23,610

 

-

 

-

 

-

 

-

 

-

 

-

 

23,610

Interest income

(1,378)

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,378)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before reorganization items and income taxes

(118,758)

 

-

 

-

 

-

 

(1,622)

 

(1,193)

 

-

 

(121,573)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reorganization items (gain) / loss

(1,431,278)

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,431,278)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

1,312,520

 

-

 

-

 

-

 

(1,622)

 

(1,193)

 

-

 

1,309,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$1,312,520

 

$ -

 

$ -

 

$ -

 

$(1,622)

 

$(1,193)

 

$ -

 

$1,309,705

 

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 21 of 22

 


MOTORS LIQUIDATION COMPANY, ET AL.

MONTHLY OPERATING REPORT FOR THE MONTH ENDED NOVEMBER 30, 2009

CONDENSED COMBINING DEBTORS-IN-POSSESSION STATEMENT OF NET ASSETS

AS OF NOVEMBER 30, 2009

(Unaudited in thousands of U.S. Dollars)

 

 

09-50026

 

09-50027

 

09-50028

 

09-13558

 

09-50029

 

09-50030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Motors Liquidation Company

 

MLCS, LLC

 

MLCS Distribution Corporation

 

MLC of Harlem, Inc.

 

Remediation and Liability Management Company, Inc.

 

Environmental Corporate Remediation Company, Inc.

 

Eliminations

 

Combined Debtors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$ 1,030,850

 

$ -

 

$ -

 

$ -

 

$ 260

 

$ 1,701

 

$ -

 

$ 1,032,811

Due from affiliates

3,432

 

-

 

-

 

-

 

-

 

-

 

(3,100)

 

332

Prepaid expenses

4,814

 

-

 

-

 

-

 

-

 

-

 

-

 

4,814

Other current assets

26,411

 

-

 

-

 

-

 

-

 

-

 

-

 

26,411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

1,065,507

 

-

 

-

 

-

 

260

 

1,701

 

(3,100)

 

$ 1,064,368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land and building

190,063

 

-

 

-

 

-

 

17,160

 

-

 

-

 

207,223

Machinery and equipment

46,639

 

-

 

-

 

-

 

-

 

-

 

-

 

46,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property, plant and equipment

236,702

 

-

 

-

 

-

 

17,160

 

-

 

-

 

253,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in GMC

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Investments in subsidiaries

14,570

 

-

 

-

 

-

 

-

 

-

 

-

 

14,570

Restricted cash

89,600

 

-

 

-

 

-

 

-

 

-

 

-

 

89,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$ 1,406,379

 

$ -

 

$ -

 

$ -

 

$ 17,420

 

$ 1,701

 

$ (3,100)

 

$ 1,422,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debtor-in-possession financing

$1,183,813

 

$ -

 

$ -

 

$ -

 

$ -

 

$ -

 

$ -

 

$1,183,813

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

2,932

 

-

 

-

 

-

 

650

 

399

 

-

 

3,981

Due to GM LLC

3,714

 

-

 

-

 

-

 

-

 

-

 

-

 

3,714

Accrued payroll and employee benefits

35,468

 

-

 

-

 

-

 

-

 

-

 

-

 

35,468

Accrued professional fees

38,176

 

-

 

-

 

-

 

-

 

-

 

-

 

38,176

Other accrued liabilities

16,552

 

-

 

-

 

-

 

-

 

-

 

-

 

16,552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

1,280,655

 

-

 

-

 

-

 

650

 

399

 

-

 

1,281,704

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities subject to compromise

32,251,809

 

-

 

-

 

-

 

36,738

 

3,545

 

(3,100)

 

32,288,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

33,532,464

 

-

 

-

 

-

 

37,388

 

3,944

 

(3,100)

 

33,570,696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets (liabilities)

$ (32,126,085)

 

$ -

 

$ -

 

$ -

 

$(19,968)

 

$ (2,243)

 

$ -

 

$ (32,148,296)

 

 

Case No.: 09-50026 (REG) (Jointly Administered)

 

Page 22 of 22

 

 

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