EX-99.1 2 dex991.htm SILICON GRAPHICS, INC. UNAUDITED MONTHLY OPERATING STATEMENT Silicon Graphics, Inc. unaudited Monthly Operating Statement

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

 

In re:    Chapter 11
Silicon Graphics, Inc.    Case No. 06-10977 (BRL)
Debtors.    (Jointly Administered)

MONTHLY OPERATING STATEMENT FOR

THE PERIOD FROM MAY 27, 2006 TO JUNE 30, 2006

 

DEBTOR’S ADDRESS:    1200 Crittenden Lane, Mountain View, California 94043   
  

MONTHLY DISBURSEMENTS MADE BY SILICON GRAPHICS, INC.,

AND ITS DEBTOR SUBSIDIARIES (IN MILLIONS);

   $116 Million
DEBTOR’S ATTORNEY:    Weil, Gotshal & Manges LLP   
   Gary T. Holtzer   
   Stephen A. Youngman, Esq.   
   Shai Y. Waisman   
   767 Fifth Avenue   
   New York, New York 10153-0119   
   MONTHLY OPERATING INCOME (IN MILLIONS):    $25 Million
REPORT PREPARER:    SILICON GRAPHICS, INC., et al.   

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verified under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.

 

/s/ Kathy Lanterman

Kathy Lanterman

Chief Financial Officer and Corporate Controller Silicon Graphics, Inc.

DATE: August 4, 2006


SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

Index to Condensed Consolidated Financial Statements and Schedules

 

      Page No.
Financial Statements as of and for the Month Ended June 30, 2006:   
  Condensed Consolidated Statement of Operations    3
  Condensed Consolidated Balance Sheets    4
  Condensed Consolidated Statement of Cash Flows    5
  Notes to Condensed Consolidated Financial Statements    6
Schedules:     
Schedule I   Schedule of Condensed Consolidating Balance Sheet as of June 30, 2006    12
Schedule II   Schedule of Condensed Consolidating Statement of Operations for the Month Ended June 30, 2006    13
Schedule III   Schedule of Payroll and Payroll Taxes    14
Schedule IV   Schedule of Federal, State and Local Taxes Collected, Received, Due or Withheld    15
Schedule V   Schedule of Cash Receipts and Disbursements by Debtor    16
  Insurance Statement    18

 

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SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

CASE NO. 06-10977 (BRL) (Jointly Administered)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except per share amounts, unaudited)

 

    

For the Month
Ended

June 30, 2006

 
  

Revenue:

  

Product and other revenue

   $ 38,724  

Product revenue from related party

     781  

Service revenue

     36,292  
        

Total revenue

     75,797  
        

Costs and expenses:

  

Cost of product and other revenue

     25,597  

Cost of service revenue

     14,567  

Research and development

     6,358  

Selling, general, and administrative

     17,463  

Other operating expenses (recovery), net (1)

     (13,145 )
        

Total costs and expenses

     50,840  
        

Operating income

     24,957  

Interest expense

     (1,502 )

Interest and other income (expense), net

     134  
        

Income before reorganization items and income taxes

     23,589  

Reorganization items

     (5,615 )
        

Income before income taxes

     17,974  

Income tax provision

     414  
        

Net income

   $ 17,560  
        

Net income per share:

  

Basic

   $ 0.06  
        

Diluted

   $ 0.04  
        

Weighted-average shares used to compute net income per share:

  

Basic

     271,563  
        

Diluted

     426,559  
        

(1) Represents charges for and changes in previously estimated restructuring costs, related accretion expense, and asset impairments for the month ended June 30, 2006.

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

CASE NO. 06-10977 (BRL) (Jointly Administered)

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

 

     June 30, 2006  
     (Unaudited)  

Assets:

  

Current assets:

  

Cash and cash equivalents

   $ 53,352  

Short-term marketable investments

     203  

Short-term restricted investments

     48,207  

Accounts receivable, net

     59,651  

Inventories

     50,344  

Prepaid expenses

     11,212  

Other current assets

     31,410  
        

Total current assets

     254,379  

Restricted investments

     290  

Property and equipment, net of accumulated depreciation and amortization

     27,873  

Other non-current assets

     81,418  
        
   $ 363,960  
        

Liabilities and Stockholders’ Deficit:

  

Liabilities not subject to compromise:

  

Current liabilities:

  

Accounts payable

   $ 8,951  

Accrued compensation

     22,401  

Income taxes payable

     1,005  

Other current liabilities

     45,609  

Current portion of deferred revenue

     92,256  

Current portion of restructuring liability

     4,999  

Current portion of long-term debt

     103,123  
        

Total current liabilities

     278,344  

Long-term debt

     397  

Non-current portion of deferred revenue

     45,538  

Other non-current liabilities

     27,963  
        

Total liabilities not subject to compromise

     352,242  

Liabilities subject to compromise

     317,642  
        

Total liabilities

     669,884  
        

Stockholders’ deficit:

  

Common stock and additional paid-in capital

     1,560,159  

Accumulated deficit

     (1,839,326 )

Treasury stock

     (6,760 )

Accumulated other comprehensive loss

     (19,997 )
        

Total stockholders’ deficit

     (305,924 )
        
   $ 363,960  
        

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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SILICON GRAPHICS, INC., et al.

CASE NO. 06-10977 (BRL) (Jointly Administered)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands, unaudited)

 

    

For the Month

Ended

June 30, 2006

 
    

Cash flows from operating activities of continuing operations:

  

Net income

   $ 17,560  

Adjustments to reconcile net loss to net cash used in operating activities:

  

Depreciation and amortization

     4,148  

Amortization of premium and discount on long-term debt, net

     —    

Write-off of unamortized premium and discount on long-term debt subject to compromise

     —    

Write-off of unamortized loan cost on payoff of term loan

     1,093  

Other

     (5,471 )

Changes in operating assets and liabilities:

  

Accounts receivable

     (23,100 )

Inventories

     25,123  

Accounts payable

     1,506  

Accrued compensation

     (1,935 )

Deferred revenue

     (5,673 )

Other assets and liabilities

     (35,789 )
        

Total adjustments

     (40,098 )
        

Net cash used in operating activities

     (22,538 )
        

Cash flows from investing activities of continuing operations:

  

Purchases of marketable investments

     —    

Proceeds from the maturities of marketable investments

     220  

Restricted investments:

  

Purchases

     (6,340 )

Maturities

     1,568  

Purchases of property and equipment

     (768 )

Decrease in other assets

     (18,217 )
        

Net cash provided by investing activities

     (23,537 )
        

Cash flows from financing activities of continuing operations:

  

Payments of debt principal

     (58,000 )

Proceeds from debt financing

     105,000  

Net proceeds from (reductions in) financing arrangements

     (190 )

Proceeds from employee stock plans

     —    
        

Net cash provided by financing activities of continuing operations

     46,810  
        

Net increase in cash and cash equivalents

     735  

Cash and cash equivalents at beginning of period

     52,617  
        

Cash and cash equivalents at end of period

   $ 53,352  
        

See accompanying notes to these condensed consolidated financial statements.

 

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SILICON GRAPHICS, INC., et al.

CASE NO. 06-10977 (BRL) (jointly administered)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Petition for Relief under Chapter 11

As previously disclosed, on May 8, 2006, Silicon Graphics, Inc. (the “Company”) and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (Case Nos. 06-10977 (BRL) through 06-10990 (BRL)). The Debtors remain in possession of their assets and properties as debtors-in-possession under the jurisdiction of the Court and in accordance with the provisions of the Bankruptcy Code. In general, as debtors-in-possession, each of the Debtors is authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court.

As a result of the commencement of the Chapter 11 cases, the pursuit of all pending claims and litigation against the Debtors arising prior to or relating to events which occurred prior to the commencement of the Chapter 11 cases is generally subject to an automatic stay under Section 362 of the Bankruptcy Code, and, absent further order of the Bankruptcy Court, no party may take any action to recover any pre-petition claims, enforce any lien against or obtain possession of any property from the Debtors. In addition, pursuant to Section 365 of the Bankruptcy Code, the Debtors may reject or assume pre-petition executory contracts and unexpired leases, and parties affected by rejections of these contracts or leases may file claims with the Court that will be addressed in the context of the Chapter 11 Cases.

We have sought and obtained Court approval through our “first day” and subsequent motions to pay certain foreign vendors, meet our pre- and post-petition payroll obligations, maintain our cash management systems, pay our taxes, continue to provide employee benefits, honor certain pre-petition Customer programs, and maintain our insurance programs. In addition, the Court has approved certain trading notification and transfer procedures designed to allow us to restrict trading in our common stock (and related securities) which could negatively impact our accrued net operating losses and other tax attributes.

On May 10, 2006, SGI, Silicon Graphics Federal, Inc. and Silicon Graphics World Trade Corporation (collectively, the “Borrowers”) entered into a Post-Petition Loan and Security Agreement (the “Interim DIP Agreement”) dated as of May 8, 2006 with Quadrangle Master Funding Ltd., Watershed Technology Holdings, LLC and Encore Fund, L.P. (collectively, the “Interim DIP Lenders”). The Interim DIP Agreement provides a $70 million term loan to the Borrowers secured by certain of the borrower’s assets. The interest rate under the Interim DIP Agreement is the per annum rate equal to the greater of (i) the rate of interest published in the Wall Street Journal from time to time as the “Prime Rate” plus seven percentage points or (ii) 250 basis points higher than the rate at which cash interest is then payable under the DIP Agreement, provided that upon an event of default, the then current interest rate under the Interim DIP Agreement is increased by two percentage points. In June 2006, this interim facility was replaced by the Post-Petition Loan and Security Agreement noted below.

In June 2006, the Debtors entered into a replacement Post-Petition Loan and Security Agreement with Morgan Stanley Senior Funding, Inc., as lead arranger, bookrunner, and administrative agent (the “Administrative Agent”), Wells Fargo Foothill, Inc., as collateral agent, revolving agent, and syndication agent, the Interim DIP Lenders and certain other lenders parties thereto, providing up to $130 million of debtor in possession financing. The Post-Petition Loan and Security Agreement was approved by the Bankruptcy Court on June 26, 2006. The Order approving the Post-Petition Loan and Security Agreement (i) authorized the Debtors to incur post-petition secured indebtedness in the amount of $130 million while granting to the Administrative Agent and lenders there under, subject to specified “permitted” prior liens, and a “carve-out” for specified professional fees and other costs and expenses, super priority administrative expense claims and first priority priming liens against, and security interests in, substantially all of the Debtors’ then-owned and after-acquired property, (ii) authorized the Debtors to repay amounts owed under their pre-petition credit agreement, which was repaid on June 28, 2006, (iii) authorized the Debtors to repay amounts borrowed under the Interim DIP Agreement, and (iii) authorized the Debtors’ use of cash collateral of their secured notes and granted to the secured notes certain adequate protection of their interests therein. During June 2006, we borrowed $100 million against this facility.

 

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At a hearing held on July 27, 2006, the U.S. Bankruptcy Court for the Southern District of New York approved the Company’s Disclosure Statement, ruling that it contained adequate information for soliciting creditor approval of the Company’s Plan of Reorganization. We commenced mailing of the Plan and Disclosure Statements on August 3, 2006. A hearing for the Court to consider confirmation of the Plan is scheduled for September 19, 2006.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which assumes continuity of operations and realization of assets and satisfaction of liabilities in the ordinary course of business. The condensed consolidated financial statements do not include any adjustments that might be required should we be unable to continue to operate as a going concern. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP), including AICPA Statement of Position (SOP) 90-7 Financial Reporting by Entities in Reorganization Under the Bankruptcy Code. In accordance with SOP 90-7, all pre-petition liabilities subject to compromise have been segregated in the condensed consolidated balance sheet and classified as “liabilities subject to compromise” at the estimated amount of allowable claims. Liabilities not subject to compromise are separately classified as current or non-current. Our condensed consolidated statement of operations portrays the results of operations during Chapter 11 proceedings. As such, any revenues, expenses and gains and losses realized or incurred that are directly related to the bankruptcy case are reported separately as reorganization items due to bankruptcy.

We caution readers not to place undue reliance upon the information in this monthly operating report (Operating Report). The unaudited information in this Operating Report is subject to further review and potential adjustments and may not be indicative of our operating results. There can be no assurance that this Operating Report is complete and we undertake no obligation to update or revise the Operating Report. Further, the amount reported in this Operating Report, when reported on a quarterly basis, may differ materially due to adjustment to accruals, changes in facts and circumstances, changes in estimates, further analysis and other factors. For example, over half of each quarter’s product revenue results from orders booked and shipped during the third month, and disproportionately in the latter half of that month. As such, unaudited results of operations for the month shown herein are not necessarily indicative of operating results for the quarterly period.

Subject to the matters described in this Note 2, these monthly financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting, and accordingly, do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 24, 2005 filed with the Securities and Exchange Commission on September 22, 2005. All inter-company balances and transactions have been eliminated. As indicated above, the unaudited results of operations for the interim period shown herein are not necessarily indicative of operating results for the entire fiscal year or any future interim period.

The accompanying condensed consolidated financial statements include the accounts of Silicon Graphics, Inc. and our wholly- and majority-owned subsidiaries (both Debtor and Non-Debtor). See schedule I and Schedule II for a breakout between the Debtor and Non-Debtor entities.

In accordance with SOP 90-7, interest expense in the accompanying condensed consolidated statement of operations only reflects amounts that will be paid or are probable of being paid during the bankruptcy proceeding. Contractual interest for the period was $2.9 million, of which $1.5 million was included in the accompanying condensed consolidated statement of operations.

3. Summary of Significant Accounting Policies

Our significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements included in our fiscal 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 22, 2005. For interim reporting periods, except as noted above, we follow the same significant accounting policies.

 

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4. Other Operating Expenses (Recovery), Net

Other operating expenses (recovery), net represents the charges for or changes in previously recorded costs associated with our restructuring, costs associated with changes in the estimated useful lives of certain leasehold improvements and furniture and fixtures related to facilities in the process of being vacated, and operating asset write downs for fixed assets and demonstration units and purchase commitments associated with the end of production of existing Prism and Prism Deskside products and the cancellation of future Prism products.

The recovery of previously recorded restructuring costs in June 2006 primarily represents the impact of the termination of our lease obligations at Amphitheatre Technology Center (ATC) and the Crittenden Technology Center (CTC). On May 26, 2006, we reached a settlement with Goldman Sachs to restructure these lease obligations and received court approval of the settlement. The settlement provides for an agreed upon relocation schedule. In the interim, SGI will maintain its corporate headquarters at the CTC campus in Mountain View, CA.

5. Inventories

Inventories were as follows (in thousands):

 

     June 30, 2006

Components and subassemblies

   $ 22,631

Work-in-process

     16,864

Finished goods

     3,657

Demonstration systems

     7,192
      

Total inventories

   $ 50,344
      

6. Other Current Assets

Other current assets were as follows (in thousands):

 

     June 30, 2006

Deferred cost of goods sold

   $ 14,896

Value-added tax receivable

     7,569

Other

     8,945
      

Total other current assets

   $ 31,410
      

7. Restricted Investments

Restricted investments consist of short- and long-term investments held under a security agreement (see Note 9) or pledged as collateral against letters of credit. The majority of our restricted investments is currently pledged as collateral against letters of credit and is primarily associated with two specific customer arrangements for significant multi-year contracts with long-term delivery and installation commitments. Restricted investments pledged as collateral are held in our name by various financial institutions.

8. Property and Equipment

Property and equipment were as follows (in thousands):

 

     June 30, 2006  

Property and equipment, at cost

   $ 339,985  

Accumulated depreciation and amortization

     (312,112 )
        

Property and equipment, net

   $ 27,873  
        

 

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9. Other Non-Current Assets

Other non-current assets were as follows (in thousands):

 

     June 30, 2006

Spare parts

   $ 19,876

Investments

     14,258

Goodwill

     12,901

Other

     34,383
      

Total other non-current assets

   $ 81,418
      

10. Financing Arrangement

On October 25, 2005, we entered into a two-year asset-backed credit facility with Wells Fargo Foothill, Inc. and Ableco Finance LLC. The facility provides for credit of up to $100 million, consisting of a $50 million revolving line of credit and a $50 million term loan. The borrowing base under this credit facility is determined weekly based on the value of working capital items, real estate and intellectual property. The revolving line of credit bears interest payable monthly at the prime rate plus 0.75% for cash advances up to $30 million. We are using our full capacity under this revolving line to secure $44 million in letters of credit, principally the rent deposits required under our leases for the Amphitheatre and Crittenden Technology Center campuses in Mountain View, California. We deposit additional cash collateral when the eligible accounts receivable and other collateral, which fluctuate within the quarter, are below the level needed to secure our letters of credit. The term loan and cash advances greater than $30 million bear interest payable monthly at the prime rate plus 4.5% or 10.0%, whichever is greater. Letters of credit bear interest payable monthly up to a maximum rate of 3.0%. The facility does not require the permanent deposit of cash collateral. The facility is secured by substantially all of the assets of SGI and its domestic subsidiaries (the Borrowers) and includes covenants for, among other things, minimum levels of EBITDA, minimum levels of cash and cash equivalents, and limits on capital expenditures. Subject to certain specified exceptions, the credit facility also limits the ability of the Borrowers to incur additional indebtedness, create liens on their assets, enter into certain transactions (including mergers, consolidations and reorganizations), dispose of certain assets, pay dividends or other distributions on capital stock, repurchase capital stock or prepay or repurchase debt obligations. The credit facility is subject to acceleration upon various events of default, including nonpayment of principal, interest, fees or other amounts when due, violation of covenants, commencement of insolvency proceedings against any Borrower or any of its U.S. subsidiaries or material foreign subsidiaries, the entry of certain judgments against any Borrower or any of its subsidiaries, cross default to indebtedness of any Borrower or any of its subsidiaries, and invalidity of loan documents or security interests. During the second quarter of fiscal 2006, we borrowed an initial $35 million against the term loan and on February 3, 2006, borrowed the remaining $15 million. See Notes 11 for additional information. We were in violation of the EBITDA covenant under this facility as of March 31, 2006. On May 3, 2006, we received a Default and Forbearance Letter from the lenders resulting from this violation. We accepted the terms of the Default and Forbearance Letter and applied $20 million of cash collateral against the outstanding term loan and reduced our obligation to $30 million. In addition, the full $30 million debt under this credit facility has been classified as short-term. This facility was paid in full with funds from our $130 million DIP financing. See Note 12 for further information regarding the DIP financing.

11. Debt

Debt was as follows (in thousands):

 

     June 30, 2006  

$130 million DIP facility

   $ 100,000  

Other

     3,520  
        
     103,520  

Less amounts due within one year

     (103,123 )
        

Amounts due after one year

   $ 397  
        

See Note 12 for further information regarding the $130 million DIP financing.

 

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Other long-term debt at June 30, 2006 includes $3 million of proceeds received in connection with products sold under certain sales-type lease arrangements, after which we sold the lease receivables to certain financial institutions. These long-term debt amounts represent future revenue streams for customer support contracts on those leased products that we are required under EITF 88-18, Sales of Future Revenue, to classify as debt. These future revenue streams will be amortized into revenue over the life of the contracts and will have no future cash-flow impact. Other long-term debt at June 30, 2006 also included a $1 million loan secured by a receivable. The loan bears interest at a fixed annual rate of 5.22% and is repayable in quarterly installments ending in fiscal 2008.

12. DIP Financing

On May 10, 2006, SGI, Silicon Graphics Federal, Inc. and Silicon Graphics World Trade Corporation (collectively, the “Borrowers”) entered into a Post-Petition Loan and Security Agreement dated as of May 8, 2006 (the “Interim DIP Agreement”) with Quadrangle Master Funding Ltd., Watershed Technology Holdings, LLC and Encore Fund, L.P. (collectively, the “Interim DIP Lenders”). The Interim DIP Agreement provides a $70 million term loan to the Borrowers secured by certain of the borrower’s assets. The interest rate under the Interim DIP Agreement is the per annum rate equal to the greater of (i) the rate of interest published in the Wall Street Journal from time to time as the “Prime Rate” plus seven percentage points or (ii) 250 basis points higher than the rate at which cash interest is then payable under the Interim DIP Agreement, provided that upon an event of default, the then current interest rate under the Interim DIP Agreement is increased by two percentage points. We borrowed $23 million against this facility in May 2006 and borrowed an additional $5 million in June 2006. In the latter part of June 2006, this interim facility was replaced by the Post-Petition Loan and Security Agreement noted below.

In June 2006, the Debtors entered into a replacement Post-Petition Loan and Security Agreement with Morgan Stanley Senior Funding, Inc., as lead arranger, bookrunner, and administrative agent (the “Administrative Agent”), Wells Fargo Foothill, Inc., as collateral agent, revolving agent, and syndication agent, the Interim DIP Lenders and certain other lenders parties thereto, providing up to $130 million of debtor in possession financing. The Post-Petition Loan and Security Agreement was approved by the Bankruptcy Court on June 26, 2006. The Order approving the Post-Petition Loan and Security Agreement (i) authorized the Debtors to incur post-petition secured indebtedness in the amount of $130 million while granting to the Administrative Agent and lenders there under, subject to specified “permitted” prior liens, and a “carve-out” for specified professional fees and other costs and expenses, super priority administrative expense claims and first priority priming liens against, and security interests in, substantially all of the Debtors’ then-owned and after-acquired property, (ii) authorized the Debtors to repay amounts owed under their pre-petition credit agreement, which was repaid on June 28, 2006, (iii) authorized the Debtors to repay amounts borrowed under the Interim DIP Agreement, and (iii) authorized the Debtors’ use of cash collateral of their secured notes and granted to the secured notes certain adequate protection of their interests therein. During June 2006, we borrowed $100 million against this facility.

13. Liabilities Subject to Compromise

Liabilities subject to compromise consist of the following (in thousands):

 

     June 30, 2006

6.50% Senior Secured Convertible Notes due June 1, 2009

   $ 188,578

6.125% Convertible Subordinated Debentures due February 1, 2011

     56,776

11.75% Senior Secured Notes due June 1, 2009

     2,386

Accounts payable

     55,447

Accrued liabilities

     14,455
      

Amounts due after one year

   $ 317,642
      

In accordance with SOP 90-7, we ceased to accrue and recognize interest expense on liabilities subject to compromise as noted above. In addition, debt discounts and premiums, as well as capitalized debt issue costs associated with the above debt have been adjusted to reflect the debt at its probable allowed claim amount, resulting in a credit adjustment of approximately $ 7.3 million recorded as reorganization items in May 2006. Accounts payable and accrued liabilities subject to compromise represent our best estimated of known or potential pre-petition liabilities that are probable of resulting in an allowed claim against us in connection with the bankruptcy filings and are recorded at the

 

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estimated amount of the allowed claim, which may differ from the amount for which the liability will be settled. Such claims remain subject to future adjustment resulting from negotiations, actions of the Court, rejection of executory contracts and unexpired leases, the determination as to the value of any collateral securing claims, proofs of claim or other events.

14. Rejected Contracts

Initially we identified three leases, two subleases and eight executory contracts for rejection. On May 31, 2006, the Court approved the rejection of the identified leases, subleases and executory leases. We continue to evaluate our unexpired leases and subleases of nonresidential real property and certain executory contracts to determine which contracts will be assumed, assumed and assigned, or rejected.

 

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Schedule I

SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

CASE NO. 06-10977 (BRL) (Jointly Administered)

CONDENSED CONSOLIDATING BALANCE SHEET

(Unaudited)

(In thousands)

June 30, 2006

 

     Debtors     Non-Debtors    Eliminations (1)     Consolidated  

Assets:

         

Current assets:

         

Cash and cash equivalents

   $ 22,775     $ 30,577    $ —       $ 53,352  

Short-term marketable investments

     —         203      —         203  

Short-term restricted investments

     6,036       42,171      —         48,207  

Accounts receivable, net

     27,971       31,680      —         59,651  

Inventories

     49,925       445      (26 )     50,344  

Prepaid expenses and other current assets

     940,911       49,992      (948,281 )     42,622  
                               

Total current assets

     1,047,618       155,068      (948,307 )     254,379  

Property and equipment, net of accumulated depreciation and amortization

     25,408       2,465      —         27,873  

Other non-current assets

     184,876       226,646      (329,814 )     81,708  
                               
   $ 1,257,902     $ 384,179    $ (1,278,121 )   $ 363,960  
                               

Liabilities and Stockholders’ Deficit:

         

Liabilities not subject to compromise:

         

Current liabilities:

         

Accounts payable

   $ 3,784     $ 5,167    $ —       $ 8,951  

Accrued compensation

     12,675       9,726      —         22,401  

Current portion of long-term debt

     102,420       703      —         103,123  

Other current liabilities

     1,057,099       30,117      (943,347 )     143,869  
                               

Total current liabilities

     1,175,978       45,713      (943,347 )     278,344  

Non-current portion of deferred revenue

     17,985       27,553      —         45,538  

Other non-current liabilities

     10,484       17,876      —         28,360  
                               

Total liabilities not subject to compromise

     1,204,447       91,142      (943,347 )     352,242  

Liabilities subject to compromise

     317,642       —        —         317,642  
                               

Total liabilities

     1,522,089       91,142      (943,347 )     669,884  

Total stockholders’ deficit

     (264,186 )     293,036      (334,774 )     (305,924 )
                               
   $ 1,257,903     $ 384,178    $ (1,278,121 )   $ 363,960  
                               

(1) Consolidated financial results are comprised of Debtor and Non-Debtor entities that have affiliated transactions with other Debtor and Non-Debtor entities. Amounts included under the heading “Eliminations” represent entries required to properly eliminate transactions between affiliated entities for consolidated financial statement presentation purposes.

 

12


Schedule II

SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

CASE NO. 06-10977 (BRL) (Jointly Administered)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(Unaudited)

(In thousands)

For the month ended June 30, 2006

 

     Debtors     Non-Debtors     Eliminations (1)     Consolidated  

Total revenue

   $ 59,168     $ 16,958     $ (329 )   $ 75,797  

Costs and expenses:

        

Cost of revenue

     34,291       6,202       (329 )     40,164  

Research and development

     7,478       (1,120 )     —         6,358  

Selling, general and administrative

     11,512       5,951       —         17,463  

Other operating expenses (recovery), net (1)

     (16,903 )     3,758       —         (13,145 )
                                

Total costs and expenses

     36,378       14,791       (329 )     50,840  
                                

Operating income

     22,790       2,167       —         24,957  

Interest expense

     (1,396 )     (106 )     —         (1,502 )

Interest and other income (expense), net

     (1,466 )     1,600       —         134  
                                

Income before reorganization items and income taxes

     19,928       3,661       —         23,589  

Reorganization items:

        

Provision for rejected executory contracts

       —         —      

Research and development

       —         —      

Adjustments to debt carrying values for amounts in excess of allowed claims

     —         —         —         —    

Professional fees

     (5,615 )     —         —         (5,615 )
                                

Income before income taxes

     14,313       3,661       —         17,974  

Income tax provision (benefit)

     (257 )     671       —         414  
                                

Net income

   $ 14,570     $ 2,990     $ —       $ 17,560  
                                

(1) Consolidated financial results are comprised of Debtor and Non-Debtor entities that have affiliated transactions with other Debtor and Non-Debtor entities. Amounts included under the heading “Eliminations” represent entries required to properly eliminate transactions between affiliated entities for consolidated financial statement presentation purposes.

 

13


Schedule III

SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

CASE NO. 06-10977 (BRL) (Jointly Administered)

SCHEDULE OF PAYROLL AND PAYROLL TAXES

(Unaudited)

(In thousands)

For the period from May 27, 2006 to June 30, 2006

 

Gross wages paid (1)

   $ 14,813
      

Employee payroll taxes withheld (2)

   $ 3,809
      

Employer payroll tax contributions incurred

   $ 1,043
      

(1) Gross Wages were paid on June 2, 2006, June 16, 2006 and June 30, 2006.
(2) Taxes are remitted by SGI to a third party vendor and paid by the vendor to the appropriate tax authorities.

 

14


Schedule IV

SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

CASE NO. 06-10977 (BRL) (Jointly Administered)

SCHEDULE OF FEDERAL, STATE AND OTHER TAXES

COLLECTED, RECEIVED, DUE OR WITHHELD

(Unaudited)

(In thousands)

For the period from May 27, 2006 to June 30, 2006

 

     Amount
Withheld /
Accrued
   Amount Paid (1)    Amount Due

Federal and state income taxes

   $ —      $ —      $ —  
                    

State and local taxes:

        

Sales and use

   $ 212    $ 81    $ 131

Property

     —        —        —  

VAT, net

     1,270      229      1,041

Other

     —        —        —  
                    

Total state and local taxes

   $ 1,482    $ 310    $ 1,172
                    

 

Aging of Net Amounts Withheld / Accrued:

 

   June 30, 2006  

0 to 30 Days

   $ 1,338  

31 to 60 Days

     363  

61 to 90 Days

     121  

> 90 Days (2)

     (340 )
        
   $ 1,482  
        

(1) At the first day hearing, the judge indicated that no sales and use taxes covered under the sales & use tax motion, including VAT/GST taxes, could be paid until a final hearing on May 31, 2006 at which time the sales & use tax motion was approved.
(2) Amounts represent net VAT tax refunds to be received.

 

15


Schedule V

SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

CASE NO. 06-10977 (BRL) (Jointly Administered)

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS BY DEBTOR

(Unaudited) (In dollars)

For the period from May 27, 2006 to June 30, 2006

 

Cash – beginning of month

   $ 31,766,212  

Receipts From Operations

  

Cash sales

     —    

Collections of Accounts Receivable

  

Pre-petition (SGI Inc.)

     —    

Pre-petition (SGI Federal)

     —    

Post-petition (SGI Inc.)

     19,078,315  

Post-petition (SGI Federal)

     8,743,738  

International receipts

     1,002,578  
        

Total operating receipts

     28,824,631  

Non-operating Receipts

  

International transfers

     3,699,960  

Funding lenders

     77,000,000  

Other

     1,083,848  
        

Total non-operating receipts

     81,783,808  
        

Total receipts

     110,608,439  

Total cash available

     142,374,651  

Operating Disbursements

  

Accounts payable (SGI Inc.)

     28,520,300  

Accounts payable (SGI Federal)

     336,978  

Payroll (SGI Inc.)

     15,309,924  

Payroll (SGI Federal)

     2,384,291  

Taxes (SGI Inc.)

     —    

Taxes (SGI Federal)

     —    

Interest

     4,044,586  

Bank fees / other

     17,579  

International Disbursements

     3,978,731  
        

Total operating disbursements

     54,592,389  

Non-operating Disbursements

  
        

Term Loan Payoff

     61,738,000  
        

Total non-operating disbursements

     61,738,000  
        

Total disbursements

     116,330,389  

Net cash flow

     (5,721,950 )

Change in float

     1,191,398  
        

Cash – end of period

   $ 27,235,660  
        

 

16


Schedule V (continued)

SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

CASE NO. 06-10977 (BRL) (Jointly Administered)

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS BY DEBTOR

(Unaudited) (In dollars)

For the period from May 27, 2006 to June 30, 2006

TOTAL DISBURSEMENTS BY DEBTOR

 

Legal Entity

  

Case Number

   Disbursements

Silicon Graphics, Inc.

   06-10977 (ALG)      $113,609,120

Silicon Graphics Federal, Inc.

   06-10978 (ALG)      2,721,269

Cray Research, LLC

   06-10979 (ALG)      —  

Silicon Graphics Real Estate, Inc.

   06-10980 (ALG)      —  

Silicon Graphics World Trade Corporation

   06-10981 (ALG)      —  

Silicon Studio, Inc.

   06-10982 (ALG)      —  

Cray Research America Latina Ltd.

   06-10983 (ALG)      —  

Cray Research Eastern Europe Ltd.

   06-10984 (ALG)      —  

Cray Research India Ltd.

   06-10985 (ALG)      —  

Cray Research International, Inc.

   06-10986 (ALG)      —  

Cray Financial Corporation

   06-10987 (ALG)      —  

Cray Asia/Pacific, Inc.

   06-10988 (ALG)      —  

ParaGraph International, Inc.

   06-10989 (ALG)      —  

WTI Development, Inc.

   06-10990 (ALG)      —  
         

Total disbursements

      $ 116,330,389
         

 

17


SILICON GRAPHICS, INC., et al.

(Debtors-in-Possession)

CASE NO. 06-10977 (BRL) (Jointly Administered)

DEBTOR’S STATEMENT REGARDING INSURANCE POLICIES

For the period from May 27, 2006 to June 30, 2006

All insurance policies are fully paid for the current period, including amounts owed for workers’ compensation and disability insurance.

 

18