FHC : United states bankruptcy court district of DELAWARE (Form 8-K)

united states bankruptcy court
district of DELAWARE

MONTHLY OPERATING REPORT

Reporting Period: May 2, 2021 - May 29, 2021

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.

Notes to the Monthly Operating Report ('MOR')

Reporting Period: May 2, 2021 - May 29, 2021

General:

The Debtors filed for relief under chapter 11 of title 11 of the United States Code, §§ 101-1532, et seq. on December 3, 2020. Per agreement with the Office of the United States Trustee for the District of Delaware (the 'U.S. Trustee'), the Debtors have prepared this monthly operating report on a fiscal month basis (this 'MOR') for the period from May 2, 2021 through May 29, 2021.

The financial information contained herein is unaudited, limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in these chapter 11 cases. This MOR is not prepared in accordance with GAAP and does not include all of the information and footnotes required thereby. Additionally, certain transactions that would be required to be included in GAAP financial statements are not reflected in this MOR. There can be no assurance that the financial information presented herein is complete, and readers are strongly cautioned not to place reliance on this MOR, which was not prepared for the purpose of providing the basis for an investment decision relating to the Debtors. The unaudited financial statements have been derived from the books and records of the Debtors. The information furnished in this MOR includes certain normal recurring adjustments, but may not include all the adjustments that would typically be made for the quarterly and annual consolidated financial statements in accordance with GAAP. Furthermore, the monthly financial information contained herein has not been subjected to the same level of accounting review and testing that the Debtors apply in the preparation of its annual financial information in accordance with GAAP. Upon the application of such procedures, the Debtors believe that this financial information may be subject to change, and these changes could be material. The financial information contained herein is presented on a preliminary and unaudited basis and remains subject to future reconciliation and adjustment (which may be material). However, the Debtors are not required to publicly update this MOR to reflect more current facts or estimates, or upon the occurrence of future events, including if the facts, estimates, or assumptions upon which this MOR is based change.

The Debtors entered into an Asset Purchase Agreement to sell substantially all of the Debtors' assets to Terramar Capital, LLC (the 'Buyer') effective 11:59 p.m. on January 30, 2021 (the 'Sale Transaction').

Notes to MOR-1:

Cash is received and disbursed by the Debtors as described in the Debtors' Motion for Entry of Interim and Final Orders (I) Authorizing Continued Use of the Debtors' Existing Cash Management System, Corporate Credit Card Program and Bank Accounts; (II) Waiving Certain United States Trustee Requirements; (III) Extending Time to Comply with Section 345(b) of the Bankruptcy Code; (IV) Authorizing Continued Performance of Intercompany Transactions; and (V) Granting Related Relief [D.I. 29] and is consistent with the Debtors' historical cash management practices. Cash receipts and disbursements reflected herein include activity from May 2, 2021 to May 29, 2021. Cash receipts and disbursements were derived from the bank statements and accounting system. Cash receipts and disbursements related to intercompany transfers among the Debtors such as cash concentration account sweeps and expense reimbursements, are excluded from total cash receipts and disbursements set forth in MOR-1. Cash receipts and disbursements include certain intercompany expense transactions.

Notes to MOR-1a:

Amounts listed are the bank balances as of the close of business on May 29, 2021. Copies of the bank statements were not included with this MOR due to the voluminous nature of the statements and are available upon reasonable request in writing to counsel for the Debtors.

Notes to MOR-2 and MOR-3:

This MOR has been prepared on a legal entity basis for the Debtors.

As a result of the Debtors' chapter 11 filings, the payment of prepetition indebtedness is subject to compromise or other treatment under the Debtors' proposed chapter 11 plan of liquidation [D.I. 737] (as may be amended, altered, or modified, the 'Plan'). The amounts currently classified as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, payments pursuant to Bankruptcy Court order, further developments with respect to, among other things, the reconciliation and adjudication of claims, determinations of the secured status of certain claims, the value of any collateral securing such claims, rejection of executory contracts, or other events. The determination of how liabilities will ultimately be settled and treated cannot be made until the Debtors' proposed Plan is confirmed by the Bankruptcy Court and goes effective and all deadlines to file claims and requests for payment of administrative expenses have passed. The Debtors continue to reconcile claims that have been, or may be, in whole or in part, satisfied through the Sale Transaction consummated in these cases and related transactions and/or agreements. Future MORs will reflect these continuing reconciliation efforts. Accordingly, the ultimate amount of such liabilities is not determinable at this time. No assurance can be given as to the value, if any, that may be ascribed to the Debtors' various prepetition liabilities and other securities.

MOR-1

Schedule of Cash Receipts and Disbursements

Reporting Period: May 2, 2021 - May 29, 2021

($'s in USD)

Footnotes:

MOR-1a

Bank Account Balances, Debtor Statement with Respect to Bank Account Reconciliations

Reporting Period: May 2, 2021 - May 29, 2021

($'s in USD)

MOR-1a

Debtor Attestation to with Respect to Bank Account Reconciliations, Bank Statements and Open/Closed Bank Accounts

Reporting Period: May 2, 2021 - May 29, 2021

Bank Account Reconciliations & Cash Disbursement Journal

The Debtors affirm that bank account reconciliations are prepared for all open and active bank accounts on a monthly basis. The Debtors affirm that within their financial accounting systems, check registers and/or disbursement journals are maintained for each disbursement account.

Bank Statement

The Debtors affirm that bank statements for all open and active bank accounts are retained by the Debtors.

Open/Closed Bank Accounts

The Debtors did not open or close any bank accounts in May.

MOR-1b

Schedule of Professional Fees and Expenses Paid

Reporting Period: May 2, 2021 - May 29, 2021

($'s in USD)

MOR-2

Statement of Operations by Legal Entity

Reporting Period: May 2, 2021 - May 29, 2021

($'s in USD)

MOR-3

Balance Sheet by Legal Entity

Reporting Period: May 2, 2021 - May 29, 2021

($'s in USD)

Balance Sheet at 05/29/2021

Debtor Attestation with Respect to Postpetition Taxes

Reporting Period: May 2, 2021 - May 29, 2021

Anthony M. Saccullo hereby declares under penalty of perjury:

I am the Wind-Down Officer appointed by order of the United States Bankruptcy Court for the District of Delaware [D.I. 475] in the above-captioned case to oversee the bankruptcy of the debtors and debtors in possession (collectively the 'Debtors'). I am familiar with the Debtors' day-to-day operations, business affairs, and books and records. I am authorized to submit this statement on behalf of the Debtors.

All statements in this statement are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors' operations and financial condition. If I were called upon to testify, I could and would testify to each of the facts set forth herein based on such personal knowledge, review of documents, discussions with other employees of the Debtors or opinion.

To the best of my knowledge, information, and belief, and except as otherwise set forth in the MOR, all of the Debtors have filed all the necessary federal, state and local tax returns, or extensions related there to, and have timely made (or are in the process of remediating any immaterial late filings or prepayments) all related required postpetition tax payments, which are not subject to dispute or reconciliation, and are current.

MOR-4

Summary of Unpaid Postpetition Debts

Reporting Period: May 2, 2021 - May 29, 2021

($'s in USD)

MOR-5

Accounts Receivable Reconciliation and Aging

Reporting Period: May 2, 2021 - May 29, 2021

($'s in USD)

MOR-5

Debtor Questionnaire

Reporting Period: May 2, 2021 - May 29, 2021

¹ There are no employees or locations being operated by the Debtors as of February 1, 2021. As such, the only insurance policy of the Debtors in effect as of February 1, 2021, is the Debtors' D&O insurance.

Exhibit A

Balance Sheet by Legal Entity

Reporting Period: May 2, 2021 - May 29, 2021

($'s in USD)

Opening Balance Sheet at 05/02/2021

Exhibit B

Disbursements by Legal Entity

Reporting Period: May 2, 2021 - May 29, 2021

($'s in USD)