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): May 31, 2019
ACHAOGEN, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36323 |
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68-0533693 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
1 Tower Place, Suite 400
South San Francisco, CA 94080
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 800-3636
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock |
AKAO |
None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
As previously disclosed, on April 15, 2019, Achaogen, Inc. (the ‘Company’) filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code. The filing was made in the United States Bankruptcy Court for the District of Delaware (the ‘Court’) (Case No. 19-10844).
On May 31, 2019, the Company filed its monthly operating report (the ‘Monthly Operating Report’) with the Court for the reporting period of April 15 to April 30, 2019, a copy of which is attached hereto as Exhibit 99.1.
Cautionary Note Regarding the Monthly Operating Report
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 is limited in scope and has been prepared solely for the purpose of complying with requirements of the Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial information in the Monthly Operating Report is not prepared in accordance with accounting principles generally accepted in the United States (‘GAAP’) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The Monthly Operating Report also relates to periods which are different from the historical periods required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’).
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 current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.
Cautionary Statements Regarding Trading in the Company’s Securities
The Company’s securityholders are cautioned that trading in the Company’s securities is highly speculative and poses substantial risks during the pendency of the Chapter 11 case. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Statements including words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions are forward-looking statements. These statements reflect the Company’s current views, expectations and beliefs concerning future events. In addition, any statements related to the Company’s plans to sell all of its assets pursuant to Chapter 11 of the U.S. Bankruptcy Code; the Company’s intention to continue operations during the Chapter 11 case; the Company’s belief that the sale process will be in the best interest of the Company and its stakeholders; the continued uninterrupted access to the Company’s product during the Chapter 11 proceedings; and other statements regarding the Company’s strategy and future operations, performance and prospects are forward-looking statements. Such plans, expectations and statements are as to future events and are not to be viewed as facts, and reflect various assumptions of management of the Company and are subject to significant business, financial, economic, operating, competitive, litigation and other risks and uncertainties and contingencies (many of which are difficult to predict and beyond the control of the Company) that could cause actual results to differ materially from the statements included herein, including, without limitation: the potential adverse impact of the Chapter 11 filings on the Company’s liquidity and results of operations; changes in the Company’s ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations; the outcome and timing of the Chapter 11 process and the proposed auction and asset sale; the effect of the Chapter 11 filings and proposed asset sale on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process or the proposed asset sale; uncertainty regarding obtaining bankruptcy court approval of a sale of the Company’s assets or other conditions to the proposed asset sale; and the timing or amount of any distributions, if any, to the Company’s stakeholders. The inclusion of forward-looking statements should not be regarded as a representation by Achaogen that any of its plans will be achieved. Investors should note that many factors, including those more fully described in the Company’s filings with the Commission (including, but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2018 filed on April 1, 2019 and other filings with the Commission), could affect the Company’s future financial results and could cause actual results to differ materially from those expressed in forward-looking statements, such as those contained in this Current Report on Form 8-K and Exhibit 99.1. The forward-looking statements in this Current Report on Form 8-K and Exhibit 99.1 are qualified by risk factors identified by the Company. These risk factors, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
Additional Information Regarding the Chapter 11 Case
Additional information about the Chapter 11 case and structured sale process is available through the Company’s claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/achaogen. Information contained on, or that can be accessed through, such web site or the Court’s web site is not part of this Current Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ACHAOGEN, INC. |
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Date: June 5, 2019 |
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By: |
/s/ Gary Loeb |
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Gary Loeb |
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General Counsel |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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Achaogen, Inc. |
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Case No. 19-10844 (BLS) |
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Debtor |
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Reporting Period: April 15, 2019 - April 30, 2019 |
MONTHLY OPERATING REPORT
Submit copy of report to any official committee appointed in the case.
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REQUIRED DOCUMENTS |
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Form No. |
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Document Attached |
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Explanation Attached |
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Affidavit/Supplement Attached |
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Schedule of Cash Receipts and Disbursements |
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MOR-1 |
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X |
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Bank Reconciliation (or copies of debtor's bank reconciliations) |
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MOR-1a |
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X |
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Certification Attached |
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Schedule of Professional Fees Paid |
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MOR-1b |
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X |
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Copies of bank statements |
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Certification Attached |
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Cash disbursements journals |
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Certification Attached |
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Statement of Operations |
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MOR-2 |
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X |
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Balance Sheet |
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MOR-3 |
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X |
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Status of Post-Petition Taxes |
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MOR-4 |
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X |
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Certification Attached |
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Copies of IRS Form 6123 or payment receipt |
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Copies of tax returns filed during reporting period |
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Certification Attached |
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Summary of Unpaid Post-Petition Debts |
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MOR-4 |
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X |
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Listing of aged accounts payable |
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MOR-4 |
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X |
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Accounts Receivable Reconciliation and Aging |
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MOR-5 |
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X |
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Debtor Questionnaire |
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MOR-5 |
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X |
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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.
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/s/ Nicholas K. Campbell |
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5/31/2019 |
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Signature of Authorized Individual* |
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Date |
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Nicholas K. Campbell |
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Chief Restructuring Officer |
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Printed Name of Authorized Individual |
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Title of Authorized Individual |
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* |
Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company. |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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Achaogen, Inc. |
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Case No. 19-10844 (BLS) |
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Debtor |
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Reporting Period: April 15, 2019 - April 30, 2019 |
Certification Regarding Post-Petition Bank Account
Reconciliation, Cash Disbursements Journals, and
Compliance and Payment of Post-Petition Taxes
I, Nicholas K Campbell, Chief Restructuring Officer, of Achaogen, Inc. (the “Debtor”) hereby certify the following:
1. Attached to MOR-1a is a listing of the Debtor’s bank accounts, by account number, and closing balances. These accounts are reconciled monthly in accordance with the Debtor’s ordinary course accounting practices and are available to the United States Trustee upon request.
2. Cash disbursement journals are maintained in accordance with the Debtor’s ordinary course accounting practices and are available to the United States Trustee upon request.
3. To the best of my knowledge and belief, the Debtor is current on all post-petition taxes, and no post-petition tax amounts are past due.
4. Debtor was granted an extension to file 2018 tax returns.
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/s/ Nicholas K. Campbell |
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5/31/2019 |
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Nicholas K Campbell Chief Restructuring Officer |
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Date |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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Achaogen, Inc. |
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Case No. 19-10844 (BLS) |
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Debtor |
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Reporting Period: April 15, 2019 - April 30, 2019 |
Notes to Monthly Operating Report
Debtor in Possession Financial Statements
The financial statements and supplemental information presented in this Monthly Operating Report (“MOR”) have been prepared using the Debtor’s books and records solely to comply with the requirements of the monthly reporting requirements under the United States Bankruptcy Code and those of the United States Trustee.
The financial statements and supplemental information presented herein are unaudited, preliminary in nature, and may not comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”) in all material respects. These preliminary unaudited financial statements and other information represent the Debtor’s good faith attempt to comply with the requirements of the United States Bankruptcy Code and those of the United States Trustee using the resources available. This information is limited in scope to the requirements of this report.
These preliminary unaudited financial statements have not been subject to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon application of such procedures, the Debtor believes that the financial information could be subject to changes, which could be material. Certain totals may not sum due to rounding.
All related tax implications are not currently reflected in the preliminary unaudited financial statements herein. The financial impact of potential tax and other adjustments on the accompanying preliminary unaudited financial statements cannot be determined at this time.
There may be adjustments to the opening balance sheet as of April 15, 2019 that will impact these accompanying preliminary unaudited financial statements. ASC 805 permits a one-year measurement period in which the opening balance sheet can be adjusted if additional information becomes available.
Liabilities Subject to Compromise
As a result of the commencement of the Debtor’s chapter 11 case, the payment of certain prepetition indebtedness of the Debtor is subject to compromise or other treatment under a plan of reorganization.
Restructuring / Reorganization Items
ASC 852 requires expenses and income directly associated with the Debtor’s chapter 11 cases to be reported separately in the income statement as reorganization items. Reorganization items includes write off of discount, premium, debt issuance costs, and derivatives associated with long-term debt, expenses related to legal advisory and representation services, other professional consulting and advisory services, estimates of claims allowed related to legal matters and rejected executory contracts and changes in liabilities subject to compromise recognized as there are changes in amounts expected to be allowed as claims.
Litigation
The Debtor is subject to lawsuits and claims that arise out of its operations in the normal course of business.
Exhibit 99.1
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Achaogen, Inc. |
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Case No. 19-10844 (BLS) |
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Debtor |
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Reporting Period: April 15, 2019 - April 30, 2019 |
Prior to the petition date, the Debtor was the defendant to various legal proceedings, described in detail in the most recent publicly filed financial statements, which are stayed during the course of the chapter 11 bankruptcy proceedings.
There are uncertainties inherent in any litigation and appeal and the Debtor cannot predict the outcome. At this time the Debtor is unable to estimate possible losses or ranges of losses that may result from such legal proceedings described in detail in the most recent publicly filed financial statements, and it has not accrued any amounts in connection with such legal proceedings in the financial statements herein, other than attorney's fees accrued prior to the petition date.
Sales Transaction
The Debtor is seeking a sale of substantially all of its assets through section 363 of the Bankruptcy Code. This auction will commence on June 3, 2019 with a deadline to close the sale transaction by June 28, 2019.
Reservation of Rights
Given the complexity of the Debtors’ business, inadvertent errors, omissions or over inclusion of contracts or leases may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or executory nature of any claim amount, representation or other statement in this Monthly Operating Report and reserve the right to amend or supplement this Monthly Operating Report, if necessary, but shall be under no obligation to do so.
Exhibit 99.1
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Achaogen, Inc. |
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Case No. 19-10844 (BLS) |
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Debtor |
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Reporting Period: April 15, 2019 – April 30, 2019 |
MOR-1
Consolidated Schedule of Cash Receipts and Disbursement
For the Period: April 15, 2019 - April 30, 2019
(Unaudited)
|
$ USD '000's |
April 15 - April 30, 2019 |
|
|
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Beginning Cash Balance (GL) |
$ |
1,436 |
|
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Receipts |
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Product |
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18 |
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BARDA - C-Scape |
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386 |
|
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Sub-lease Income |
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- |
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Asset Sales Receipts |
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- |
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Other |
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62 |
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Total Receipts |
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466 |
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Operating Disbursements |
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Salary, Wages, and Benefits |
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(279 |
) |
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Technical Operations |
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- |
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Sales & Marketing |
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(88 |
) |
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Development |
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(141 |
) |
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Medical Affairs |
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- |
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C-Scape |
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(100 |
) |
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Research |
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5 |
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G&A - Facilities |
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(2 |
) |
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G&A - IT |
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(116 |
) |
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G&A - Finance and Accounting |
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(21 |
) |
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G&A - Legal |
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- |
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G&A - Other |
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(67 |
) |
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Total Operating Disbursements |
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(811 |
) |
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Operating Cash Flow |
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(344 |
) |
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Bankruptcy / Reorganization Costs |
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Professional Fees & UST |
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(41 |
) |
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DIP Interest / Adequate Protection |
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- |
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Critical Vendor Payments |
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- |
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Utility Deposits |
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- |
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Total Bankruptcy / Reorganization Costs |
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(41 |
) |
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Total Disbursements |
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(852 |
) |
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Net Cash Flow |
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(385 |
) |
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DIP Draw |
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2,139 |
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Ending Operating Cash Balance |
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3,190 |
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Carve Out |
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41 |
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Ending Cash Balance (GL) |
$ |
3,230 |
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Exhibit 99.1
MOR - 1a
Schedule of Bank Reconciliation
For the Period: April 15, 2019 - April 30, 2019
(Unaudited)
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$ USD '000's |
SVB Account # |
GL Balance |
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Sweep Redemption |
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In Transit Deposit |
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Unrecord Disbursement |
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Other Recon items |
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Outstanding Checks/ACH |
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Bank Balance |
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|||||||
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SVB Operating Checking |
4224 |
$ |
1,327 |
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|
$ |
- |
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$ |
- |
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$ |
- |
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|
$ |
90 |
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|
$ |
194 |
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$ |
1,611 |
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Cash Clearing |
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(1,780 |
) |
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|
- |
|
|
|
- |
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|
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- |
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|
|
- |
|
|
|
- |
|
|
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(1,780 |
) |
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Restricted Cash - Gates Grant |
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|
169 |
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|
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- |
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|
|
- |
|
|
|
- |
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|
|
- |
|
|
|
- |
|
|
|
169 |
|
|
Restricted Cash - Gates Equity |
|
|
- |
|
|
|
- |
|
|
|
- |
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|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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Long Term Restricted Cash - Gates |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
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Subtotal |
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|
(284 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
90 |
|
|
|
194 |
|
|
|
- |
|
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|
|
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|
|
|
|
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SVB - Carve-out |
3218 |
|
41 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
41 |
|
|
SVB - Utilities |
3203 |
|
50 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
50 |
|
|
SVB Cash Sweep Account |
3256 |
|
2,221 |
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|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,221 |
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|
Long Term Restricted Cash |
6905 |
|
530 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
530 |
|
|
SVB AR Cash |
5720 |
|
672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
672 |
|
|
Cash and cash equivalents |
|
|
3,230 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
90 |
|
|
|
194 |
|
|
|
3,514 |
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Securities |
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|
- |
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|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
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|
|
- |
|
|
|
- |
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|
ST investment - SAM |
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|
- |
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|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Cash Equivalent - FV adjustment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
ST investment - FV adjustment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Cash and cash equivalents and ST Invest |
|
$ |
3,230 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
90 |
|
|
$ |
194 |
|
|
$ |
3,514 |
|
|
|
|
|
|
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Exhibit 99.1
MOR-1b
Schedule of Professional Fees and Expenses Paid
For the Period: April 15, 2019 - April 30, 2019
(Unaudited)
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Month Ended 4/30/19 |
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Cumulative Since Filing |
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Payee |
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Category |
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Payor |
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Date |
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Period Covered |
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Fees |
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Expenses |
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Fees |
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Expenses |
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None |
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Exhibit 99.1
MOR-2
Statement of Operations
For the Period: April 15, 2019 - April 30, 2019
(Unaudited)
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$ USD '000's |
April 15 - April 30, 2019 |
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Revenues |
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Product revenue, net |
$ |
51 |
|
|||||
|
Contract revenue |
|
41 |
|
|||||
|
Total Revenues |
|
92 |
|
|||||
|
Operating Expenses |
|
|
|
|||||
|
Cost of sales |
|
1 |
|
|||||
|
Research and development |
|
779 |
|
|||||
|
Selling, general and administrative |
|
499 |
|
|||||
|
Total Operating Expenses |
|
1,279 |
|
|||||
|
Loss from operations |
|
(1,186 |
) |
|||||
|
|
|
|
|
|||||
|
Restructuring / Reorganization Costs |
|
- |
|
|||||
|
Interest and loan related expenses |
|
(1,325 |
) |
|||||
|
Change in warrant and derivative liabilities (1) |
|
10,912 |
|
|||||
|
Other income, net |
|
10 |
|
|||||
|
|
|
|
|
|||||
|
Net income / (loss) |
$ |
8,411 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Notes: |
|
|||||||
|
(1) Change in estimated fair value of the warrant liability, mainly due to the change in stock price. |
|
|||||||
|
|
|
|
Exhibit 99.1
MOR-3
Balance Sheet
(Unaudited)
|
$ USD '000's |
As of April 15, 2019 |
|
|
As of April 30, 2019 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents (1) |
$ |
729 |
|
|
$ |
2,531 |
|
|
Restricted cash |
|
169 |
|
|
|
169 |
|
|
Short-term investments |
|
- |
|
|
|
- |
|
|
Trade and contract receivables, net |
|
833 |
|
|
|
641 |
|
|
Inventory |
|
513 |
|
|
|
512 |
|
|
Assets held for sale |
|
481 |
|
|
|
481 |
|
|
Prepaids and other current assets |
|
3,726 |
|
|
|
3,576 |
|
|
Total current assets |
|
6,451 |
|
|
|
7,910 |
|
|
Non-current assets: |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
2,336 |
|
|
|
2,298 |
|
|
Operating lease right-of-use assets |
|
8,371 |
|
|
|
8,387 |
|
|
Non-current restricted cash |
|
530 |
|
|
|
530 |
|
|
Non-current inventory |
|
11,274 |
|
|
|
11,274 |
|
|
Other long-term assets |
|
9,615 |
|
|
|
9,554 |
|
|
Total assets |
$ |
38,577 |
|
|
$ |
39,953 |
|
|
Liabilities and stockholders’ equity (deficit) |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
13,002 |
|
|
|
13,625 |
|
|
Accrued liabilities |
|
4,780 |
|
|
|
5,806 |
|
|
DIP loan |
|
- |
|
|
|
2,139 |
|
|
Deferred revenue |
|
- |
|
|
|
- |
|
|
Warrant liability |
|
13,376 |
|
|
|
2,463 |
|
|
Operating lease liabilities |
|
18,497 |
|
|
|
18,505 |
|
|
Derivative liability |
|
978 |
|
|
|
978 |
|
|
Total liabilities not subject to compromise |
|
50,633 |
|
|
|
43,516 |
|
|
Total liabilities subject to compromise (2) |
|
15,000 |
|
|
|
15,000 |
|
|
Total liabilities |
|
65,633 |
|
|
|
58,516 |
|
|
Stockholders' equity (deficit) |
|
|
|
|
|
|
|
|
Common stock |
|
46 |
|
|
|
46 |
|
|
Preferred stock |
|
- |
|
|
|
- |
|
|
Additional paid-in-capital |
|
569,249 |
|
|
|
569,331 |
|
|
Accumulated deficit |
|
(596,351 |
) |
|
|
(587,940 |
) |
|
Accumulated other comprehensive loss |
|
- |
|
|
|
- |
|
|
Total stockholders' equity (deficit) |
|
(27,056 |
) |
|
|
(18,563 |
) |
|
Total liabilities and stockholders’ equity (deficit) |
$ |
38,577 |
|
|
$ |
39,953 |
|
|
|
|
|
|
|
|
|
|
|
Notes: |
|
|
|
|
|
|
|
|
(1) Includes utility and professional fee carve out account balances. |
|
||||||
|
(2) Currently consists of prepetition term loan outstanding balance. |
|
||||||
Exhibit 99.1
MOR-4
Status Post-Petition Taxes
For the Period: April 15, 2019 - April 30, 2019
(Unaudited)
The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero.
Attach photocopies of any tax returns filed during the reporting period.
|
$ USD '000's |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beg. Tax Liability |
|
|
Amount Withheld or Accrued |
|
|
Amount Paid |
|
|
Date Paid |
|
Ending Tax Liability |
|
||||
|
Federal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
$ |
- |
|
|
$ |
38 |
|
|
$ |
38 |
|
|
4/30/2019 |
|
$ |
- |
|
|
FICA-Employee |
|
- |
|
|
|
11 |
|
|
|
11 |
|
|
4/30/2019 |
|
|
- |
|
|
FICA-Employer |
|
- |
|
|
|
11 |
|
|
|
11 |
|
|
4/30/2019 |
|
|
- |
|
|
Unemployment |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
Income |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
Other: Medicare sur tax |
|
- |
|
|
|
1 |
|
|
|
1 |
|
|
4/30/2019 |
|
|
- |
|
|
Total Federal |
|
- |
|
|
|
61 |
|
|
|
61 |
|
|
|
|
|
- |
|
|
State and Local |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
|
- |
|
|
|
18 |
|
|
|
18 |
|
|
4/30/2019 |
|
|
- |
|
|
Sales |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
Excise |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
Unemployment |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
Real Property |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
Personal Property |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
Other |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
- |
|
|
Total State and Local |
|
- |
|
|
|
18 |
|
|
|
18 |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Taxes |
$ |
- |
|
|
$ |
79 |
|
|
$ |
79 |
|
|
|
|
$ |
- |
|
|
|
|
|
Exhibit 99.1
MOR-4
Summary of Unpaid Post-Petition Accounts Payables
As of April 30, 2019
(Unaudited)
|
$ USD '000's |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Days Past Due |
|
||||||||||||||||
|
Post-Petition Accounts Payable Aging |
Current (2) |
|
0-30 |
|
31-60 |
|
61-90 |
|
Over 90 |
|
Total |
|
||||||
|
Post-Petition Accounts Payable (1) |
$ |
1,097 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
1,097 |
|
|
Total |
$ |
1,097 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
1,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The about represents post-petition trade payables recorded in Debtor's subledger. |
|
|||||||||||||||||
|
(2) Includes supplier invoices received early for future services (i.e. subscription services). |
|
|||||||||||||||||
|
|
|
|
Exhibit 99.1
MOR-5
Accounts Receivable Aging
As of April 30, 2019
(Unaudited)
|
$ USD '000s |
|
|
|
|
|
|
Accounts Receivable Reconciliation |
|
|
Amount |
|
|
|
Total Accounts Receivable at the beginning of the reporting period |
|
|
$ |
833 |
|
|
+ Amounts billed during the period |
|
|
|
212 |
|
|
- Amounts collected during the period |
|
|
|
(404 |
) |
|
Total Accounts Receivable at the end of the reporting period |
|
|
$ |
641 |
|
|
|
|
|
|
|
|
|
Accounts Receivable Aging |
|
|
Amount |
|
|
|
0 - 30 days old |
|
|
$ |
525 |
|
|
31 - 60 days old |
|
|
|
130 |
|
|
61 - 90 days old |
|
|
|
127 |
|
|
91+ days old |
|
|
|
77 |
|
|
Total Accounts Receivable |
|
|
|
858 |
|
|
Amount considered uncollectible (Bad Debt) |
|
|
|
(217 |
) |
|
Accounts Receivable (Net) |
|
|
$ |
641 |
|
Exhibit 99.1
|
Debtor Questionnaire |
|||
|
|
|
|
|
|
Must be completed each month |
Yes |
No |
|
|
1. Have any assets been sold or transferred outside the normal course of business this reporting period? |
|
X |
|
|
If yes, provide an explanation below. |
|
|
|
|
|
|
|
|
|
2. Have any funds been disbursed from any account other than a debtor in possession account this |
|
X |
|
|
reporting period? If yes, provide an explanation below. |
|
|
|
|
|
|
|
|
|
3. Have all post-petition tax returns been timely filed? If no, provide an explanation below. |
X |
|
|
|
|
|
|
|
|
4. Are workers compensation, general liability and other necessary insurance coverages in effect? |
X |
|
|
|
If no, provide an explanation below. |
|
|
|
|
|
|
|
|
|
5. Has any bank account been opened during the reporting period? If yes, provide |
X |
|
|
|
documentation identifying the opened account(s). If an investment account has been opened |
|
|
|
|
provide the required documentation pursuant to the Delaware Local Rule 4001-3. |
|
|
|