Energy Conversion Devices, Inc.
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MICHIGAN
TRANSMITTAL OF FINANCIAL REPORTS AND
CERTIFICATION OF COMPLIANCE WITH
UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR
THE PERIOD ENDED: June 30, 2012
| In re: | Energy Conversion Devices, Inc. | Case Number: 12-43166 | ||
| Chapter 11 | ||||
| Judge: Hon. Thomas J. Tucker | ||||
Debtor.
Energy Conversion Devices, Inc./
As debtor in possession, I affirm:
| 1. | That I have reviewed the financial statements attached hereto, consisting of: | |||||
| Operating Statement |
(Form 2) | |||||
| Balance Sheet |
(Form 3) | |||||
| Summary of Operations |
(Form 4) | |||||
| Monthly Cash Statement |
(Form 5) | |||||
| Statement of Compensation |
(Form 6) | |||||
|
Schedule of In-Force Insurance |
(Form 7) | |||||
| And that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated; | ||||||
| 2. | That the insurance, including workers’ compensation and unemployment insurance, as described in Section 5 of the Operating Instructions and Reporting Requirements For Chapter 11 Cases, is in effect; and | |||||
| (If not, attach a written explanation) | YES x | NO ¨ | ||||
| 3. | That all post-petition taxes as described in Section 9 of the Operating Instructions and Reporting Requirements For Chapter 11 Cases are current. | |||||
| (If not, attach a written explanation) | YES x | NO ¨ | ||||
| 4. | No professional fees (attorney, accountant, etc.) have been paid without specific court authorization. | |||||
| (If not, attach a written explanation) | YES x | NO ¨ | ||||
| 5. | All United States Trustee Quarterly fees have been paid and are current. | |||||
| YES x | NO ¨ | |||||
| 6. | Have you filed your pre-petition tax returns? | |||||
| (If not, attach a written explanation) | YES ¨ | NO x | ||||
The Debtors have not filed their Michigan Business Tax (“MBT”) returns for fiscal 2010 and 2011. The Debtors are awaiting MEGA credit certificates to be issued by the Michigan Economic Development Corporation (“MEDC”) for these years. These certificates must be attached to the Debtors’ MBT returns to receive the credits. With these certificates, the Debtors anticipate refunds on their MBT tax returns. The Debtors have been informed that the MEDC is currently auditing the Debtors’ application for the MEGA credits and have everything necessary to complete these audits.
I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.
| Dated: July 26, 2012 | Energy Conversion Devices, Inc. | |||
| Debtor in Possession | ||||
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| ||||
| Title: | Gregory G. Coppola | |||
| Sr. V.P.-Finance & Treasurer Phone: 248-370-5304 | ||||
Form 1
OPERATING STATEMENT (P&L)(1)
Period Ending: June 30, 2012
Case No: 12-43166
| Current Month | Total Since Filing | |||||||
| Total Revenue |
$ | — | $ | — | ||||
| Cost of Sales |
— | — | ||||||
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| GROSS PROFIT |
— | — | ||||||
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| EXPENSES: |
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| Officer Compensation |
29,006 | 365,115 | ||||||
| Salary/Wage Expenses |
66,809 | 528,240 | ||||||
| Employee Benefits & Pensions |
(6,234 | ) | 122,820 | |||||
| Payroll Taxes |
6,250 | 75,882 | ||||||
| Other Taxes |
7,668 | 35,500 | ||||||
| Rent and Lease Expense |
44,714 | 178,862 | ||||||
| Interest Expense |
695 | 6,042 | ||||||
| Property Insurance |
5,075 | 23,370 | ||||||
| Other Insurance |
628,966 | 754,996 | ||||||
| Utilities |
48,042 | 142,195 | ||||||
| Depreciation |
10,870 | 53,768 | ||||||
| Travel and Entertainment |
5,197 | 35,612 | ||||||
| Repairs and Maintenance |
— | 2,658 | ||||||
| Supplies |
(125 | ) | 14,065 | |||||
| Other |
— | 986 | ||||||
| Other Specify – Outside Services |
90,262 | 158,137 | ||||||
| Gain/Loss on Sale Fixed Assets |
528,126 | 514,082 | ||||||
| Other Specify – Restructuring |
45,194 | 236,408 | ||||||
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| TOTAL EXPENSES |
1,510,515 | 3,248,738 | ||||||
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| OPERATING PROFIT |
(1,510,515 | ) | (3,248,738 | ) | ||||
| Add: Non-Operating Income |
||||||||
| Total Interest (Income) (3) |
(16,634 | ) | (154,589 | ) | ||||
| Other (Income) Expense |
14,039 | (72,945 | ) | |||||
| Less: Non-Operating Expenses |
||||||||
| Loss on Investment in Subsidiary (4) |
41,001,047 | 41,001,047 | ||||||
| Unrecoverable Interco. Receivables(4) |
41,857,455 | 41,857,455 | ||||||
| Professional Fees(2) |
588,150 | 2,719,570 | ||||||
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| NET INCOME/(LOSS) |
$ | (84,954,572 | ) | $ | (88,599,277 | ) | ||
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| (1) | The operating statement and balance sheet were prepared using accrual accounting. |
| (2) | Professional fees include estimates and actual. |
| (3) | Current month interest income includes adjustment from prior over accrual. |
| (4) | Write-off of investments in and reserve for advances to wholly owned subsidiaries. |
Form 2
BALANCE SHEET
Period Ending: June 30, 2012
Case No: 12-43166
| Current Month | Prior Month | At Filing | ||||||||||
| ASSETS: |
||||||||||||
| Cash and Cash Equivalents |
$ | 127,185,156 | $ | 129,018,180 | $ | 94,740,784 | ||||||
| Investments |
11,521,961 | 11,503,732 | 45,522,223 | |||||||||
| Inventories, Net |
— | — | — | |||||||||
| Accounts Receivable – Intercompany – USO |
802,246,671 | 799,818,336 | 792,119,291 | |||||||||
| Accounts Receivable – Interco. – SIT/CDN |
41,857,455 | 41,853,923 | 41,840,029 | |||||||||
| Accounts Receivable – Intercompany Reserve |
(41,857,455 | ) | — | — | ||||||||
| Secured Notes – Subsidiaries |
6,719,157 | 6,719,157 | 6,719,157 | |||||||||
| Accounts Receivable Trade – Net |
406,882 | 506,980 | 457,813 | |||||||||
| Land and Buildings |
1,134,631 | 1,525,568 | 1,525,568 | |||||||||
| Furniture, Fixtures & Equipment |
1,473,406 | 1,473,406 | 1,496,960 | |||||||||
| Accumulated Depreciation |
(2,608,038 | ) | (2,597,168 | ) | (2,563,233 | ) | ||||||
| Restricted Cash |
— | — | — | |||||||||
| Prepaid |
479,568 | 1,133,151 | 1,760,717 | |||||||||
| Deposits + Holdbacks |
4,072,529 | 4,105,494 | 5,769,009 | |||||||||
| Investment in Subsidiaries |
— | 41,001,047 | 41,001,047 | |||||||||
| Other Assets |
3,850,681 | 4,229,027 | 5,069,863 | |||||||||
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| TOTAL ASSETS |
$ | 956,482,605 | $ | 1,040,290,835 | $ | 1,035,459,227 | ||||||
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| LIABILITIES: |
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| Post-petition Liabilities: |
||||||||||||
| Accounts Payable Trade – Net |
$ | 857,917 | $ | 583,541 | $ | — | ||||||
| Accounts Payable Intercompany USO |
— | — | — | |||||||||
| Accounts Payable Intercompany SIT |
— | — | — | |||||||||
| Warranty |
— | — | — | |||||||||
| Other Liabilities |
(2,720 | ) | 5,519 | — | ||||||||
| Convertible Senior Notes |
— | — | — | |||||||||
| Accrued Salaries and Wages |
(997 | ) | 35,226 | — | ||||||||
| Accrued Taxes |
12,345 | 10,658 | — | |||||||||
| Accrued Other |
98,418 | 1,123,328 | — | |||||||||
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| TOTAL Post-petition Liabilities |
964,962 | 1,758,273 | — | |||||||||
| Secured Liabilities: |
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| Secured Accounts Payable |
— | — | — | |||||||||
| Pre-petition Liabilities: |
||||||||||||
| Accounts Payable Trade – Net |
953,622 | 953,622 | 953,622 | |||||||||
| Accounts Payable Intercompany USO |
— | — | — | |||||||||
| Accounts Payable Intercompany SIT |
— | — | — | |||||||||
| Accounts Payable Unsecured Liabilities |
— | — | — | |||||||||
| Warranty |
— | — | — | |||||||||
| Other Liabilities |
2,581,850 | 2,581,850 | 2,581,850 | |||||||||
| Convertible Senior Notes |
246,962,546 | 245,690,855 | 241,220,038 | |||||||||
| Accrued Salaries and Wages |
168,112 | 168,112 | 168,112 | |||||||||
| Accrued Taxes |
91,151 | 91,151 | 91,151 | |||||||||
| Accrued Other |
5,528,048 | 4,870,165 | 2,533,542 | |||||||||
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| TOTAL Pre-petition Liabilities |
256,285,329 | 254,355,755 | 247,548,315 | |||||||||
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| TOTAL LIABILITIES |
257,250,291 | 256,114,028 | 247,548,315 | |||||||||
| EQUITY: |
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| Owners Capital |
(313,528 | ) | (313,528 | ) | (310,256 | ) | ||||||
| Additional Paid-In-Capital |
1,106,438,770 | 1,106,438,770 | 1,106,438,770 | |||||||||
| Retained Earnings – Pre Petition + OCI |
(318,293,652 | ) | (318,303,731 | ) | (318,217,602 | ) | ||||||
| Retained Earnings – Post Petition |
(88,599,277 | ) | (3,644,704 | ) | — | |||||||
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| TOTAL EQUITY |
699,232,314 | 784,176,807 | 787,910,912 | |||||||||
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| TOTAL LIABILITIES AND EQUITY |
$ | 956,482,605 | $ | 1,040,290,835 | $ | 1,035,459,227 | ||||||
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Form 3
SUMMARY OF OPERATIONS
Period Ended: June 30, 2012
Case No: 12-43166
Schedule of Post-petition Taxes Payable
| Beginning Balance |
Accrued/ Withheld |
Payments/ Deposits |
Ending Balance |
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| Income Taxes Withheld |
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| Federal |
— | $ | 38,167.18 | $ | 38,167.18 | — | ||||||||||
| State |
— | 7,031.48 | 7,031.48 | — | ||||||||||||
| Local |
— | — | — | — | ||||||||||||
| FICA Withheld |
— | 7,425.69 | 7,425.69 | — | ||||||||||||
| Employers FICA |
— | 9,780.71 | 9,780.71 | — | ||||||||||||
| Unemployment Tax |
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| Federal |
— | — | — | — | ||||||||||||
| State |
— | — | — | — | ||||||||||||
| Sales, Use & Excise Taxes |
— | — | — | — | ||||||||||||
| Property Taxes |
$ | 10,658.00 | 1,687.00 | — | $ | 12,345.00 | ||||||||||
| Workers’ Compensation(1) |
— | — | — | — | ||||||||||||
| Other |
— | — | — | — | ||||||||||||
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| TOTALS |
$ | 10,658.00 | $ | 64,092.06 | $ | 62,405.06 | $ | 12,345.00 | ||||||||
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| (1) | Fully insured. |
AGING OF ACCOUNTS RECEIVABLE
AND POST-PETITION ACCOUNTS PAYABLE
| Age in Days | 0-30 | 31-60 | Over 60 | |||||||||
| Post Petition |
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| Accounts Payable |
$ | 583,397 | $ | 196,783 | $ | 77,737 | ||||||
| Accounts Receivable |
$ | — | $ | — | $ | 406,882 | ||||||
For all post-petition accounts payable over 30 days old, please attach a sheet listing each such account, to whom the account is owed, the date the account was opened, and the reason for non-payment of the account.
Describe events or factors occurring during this reporting period materially affecting operations and formulation of a Plan of Reorganization: None
Form 4
MONTHLY CASH STATEMENT
Period Ending: June 30, 2012
| Cash Activity Analysis (Cash Basis Only): | Case No: 12-43166 |
| General Acct. |
Money Market Acct. |
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| A. Beginning Balance |
$ | 3,219,266.83 | $ | 125,568,540.61 | ||||
| B. Receipts |
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| (Attach separate schedule) |
192,649.89 | 4,952.42 | ||||||
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| C. Balance Available |
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| (A+B) |
3,411,916.72 | 125,573,493.033 | ||||||
| D. Less Disbursements |
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| (Attach separate schedule) |
1,648,851.59 | — | ||||||
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| E. ENDING BALANCE |
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| (C-D) |
$ | 1,763,065.13 | $ | 125,573,493.03 | ||||
ATTENTION: Please enter the TOTAL DISBURSEMENT from all your accounts, including cash and excluding transfers, onto the line below. This is the number that will determine your quarterly fee payment: $ 1,648,851.59
(PLEASE ATTACH COPIES OF MOST RECENT RECONCILED BANK STATEMENTS FROM EACH ACCOUNT)
General Account:
| 1. Depository Name & Location |
JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan | |
| 2. Account Number |
Money Market Account:
| 1. Depository Name & Location |
JP Morgan Chase Bank, N.A. (MI); Detroit, Michigan | |
| 2. Account Number |
Other monies on hand (specify type and location) i.e., CD’s, bonds, etc.):
| UBS Financial Services, Inc., Chicago, IL. - Investment account - CP75515 - corporate notes/bonds, paper; and money market |
| funds - $11,613,858.04 |
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| Date: July 20, 2012 | ||
| Energy Conversion Devices, Inc. | ||
| Debtor in Possession |
Form 5
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | Julian Hawkins, President, CEO and Director |
Capacity: | ¨ Shareholder | |||
| x Officer | ||||||
| x Director | ||||||
| x Insider |
Detailed Description of Duties:
| • | Provides leadership to the business through the restructuring and sale process, focusing on the solar business |
| • | Serves as a member of the Board of Directors |
| • | Expand sales through supplier and customer base interaction |
| Current Compensation Paid (1) : |
Weekly | Or | Monthly | |||||
| $ | — | |||||||
| Current Benefits Paid (1) : |
Weekly | Or | Monthly | |||||
| Health Insurance |
$ | — | ||||||
| Life Insurance |
— | |||||||
| Accidental Death & Dismemberment Life Insurance |
— | |||||||
| Long-Term and Short-Term Disability Insurance |
— | |||||||
| Employee Assistance Program |
— | |||||||
| Retirement |
— | |||||||
| Company Vehicle |
— | |||||||
| Entertainment (Business meals) |
— | |||||||
| Travel |
518.72 | |||||||
| Vacation Payout |
— | |||||||
| Office Supplies |
— | |||||||
| Internet/iPhone/iPad expenses |
198.73 | |||||||
| Conference/Seminar fee |
200.00 | |||||||
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| Total Benefits |
$ | 917.45 | ||||||
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| Current Other Payments Paid (1) : |
Weekly | Or | Monthly | |||||
| Rent Paid |
$ | — | ||||||
| Loans |
— | |||||||
| Moving |
2,175.91 | |||||||
| Lodging |
2,348.36 | |||||||
| Personal Car Mileage |
1,346.40 | |||||||
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| Total Other Payments |
$ | 5,870.67 | ||||||
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| Weekly | Or | Monthly | ||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
$ | 6,788.12 | ||||||
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| (1) | Mr. Hawkins’ last day of employment with the company was 5/11/12. He was reimbursed expenses on 6/22/12. |
| Dated: July20, 2012 | Julian Hawkins |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | Jay B. Knoll, Executive Vice President, | Capacity: | ¨ Shareholder | |||
| Chief Restructuring Officer and Director |
x Officer | |||||
| x Director | ||||||
| x Insider |
Detailed Description of Duties:
| • | Provides leadership to the business through the restructuring, sale and bankruptcy processes |
| • | Serves as a member of the Board of Directors |
| • | Leads efforts to identify and implement cost reductions |
| Current Compensation Paid (1) : |
Weekly | Or | Monthly | |||||
| $ | 2,083.33 | |||||||
| Current Benefits Paid (1) : |
Weekly | Or | Monthly | |||||
| Health Insurance |
$ | 849.92 | ||||||
| Life Insurance |
84.46 | |||||||
| Accidental Death & Dismemberment Insurance |
11.27 | |||||||
| Long-Term and Short-Term Disability Insurance |
72.50 | |||||||
| Employee Assistance Program |
1.69 | |||||||
| Retirement |
— | |||||||
| Company Vehicle |
— | |||||||
| Entertainment |
— | |||||||
| Travel |
— | |||||||
| Personal Car Mileage |
— | |||||||
| Internet/iPhone/iPad |
— | |||||||
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| Total Benefits |
$ | 1,019.84 | ||||||
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| Current Other Payments Paid (1) : |
Weekly | Or | Monthly | |||||
| Rent Paid |
— | |||||||
| Loans |
— | |||||||
| Other (Telephone, Miscellaneous) |
59.00 | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Total Other Payments |
— | |||||||
| Weekly | Or | Monthly | ||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
$ | 3,162.17 | ||||||
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| (1) | Mr. Knoll’s last day of employment with the company was 6/1/12. |
| Dated: July 20, 2012 | Jay B. Knoll |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | William C. Andrews, Executive Vice President and CFO |
Capacity: | ¨ Shareholder | |||
| x Officer | ||||||
| ¨ Director | ||||||
| x Insider |
Detailed Description of Duties:
| • | Provides financial leadership and expertise to support the bankruptcy process |
| • | Provides leadership and support to the business through the restructuring and sale process |
| • | Provides oversight to company transition from a public company (SEC, SOX, etc.) |
| Current Compensation Paid: |
Weekly | Or | Monthly | |||||
| $ | 26,923.08 | |||||||
| Current Benefits Paid: |
Weekly | Or | Monthly | |||||
| Health Insurance |
$ | 764.60 | ||||||
| Life Insurance |
78.91 | |||||||
| Accidental Death & Dismemberment Insurance |
10.53 | |||||||
| Long-Term and Short-Term Disability Insurance |
72.50 | |||||||
| Employee Assistance Program |
1.69 | |||||||
| Retirement |
— | |||||||
| Company Vehicle |
— | |||||||
| Entertainment |
— | |||||||
| Travel |
— | |||||||
| Dues/Subscriptions |
— | |||||||
| Personal Car Mileage |
— | |||||||
| Internet/iPhone/iPad |
— | |||||||
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| Total Benefits |
$ | 928.23 | ||||||
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| Current Other Payments Paid: |
Weekly | Or | Monthly | |||||
| Rent Paid |
— | |||||||
| Loans |
— | |||||||
| Other (Telephone) |
992.17 | |||||||
| Other (Describe) |
— | |||||||
| Total Other Payments |
— | |||||||
| Weekly | Or | Monthly | ||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
$ | 28,843.48 | ||||||
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| Dated: July 20, 2012 | William C. Andrews |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | Joseph P. Conroy, Executive Vice President, ECD; | Capacity: | x Shareholder | |||
| Senior Vice President, USO Operations |
x Officer | |||||
| ¨ Director | ||||||
| x Insider |
Detailed Description of Duties:
| • | Provides leadership to all operations and manufacturing related activity (Auburn Hills, Greenville 1&2, Tijuana, China JV and Marcegaglia) |
| • | Responsible for building new equipment to support the company’s technology efforts |
| • | Provides leadership to all manufacturing, engineering, quality functions (ensures the production of all manufacturing products) |
| Current Compensation Paid(1) : |
Weekly | Or | Monthly | |||||
| $ | — | |||||||
| Current Benefits Paid: |
Weekly | Or | Monthly | |||||
| Health Insurance |
$ | — | ||||||
| Life Insurance |
— | |||||||
| Accidental Death & Dismemberment Insurance |
— | |||||||
| Long-Term and Short-Term Disability Insurance |
— | |||||||
| Employee Assistance Program |
— | |||||||
| Retirement |
— | |||||||
| Company Vehicle |
— | |||||||
| Entertainment |
— | |||||||
| Travel |
— | |||||||
| Total Benefits |
— | |||||||
| Current Other Payments Paid: |
Weekly | Or | Monthly | |||||
| Rent Paid |
— | |||||||
| Loans |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Total Other Payments |
— | |||||||
| Weekly | Or | Monthly | ||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
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| $ | — | |||||||
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| (1) | Mr. Conroy is an officer of Energy Conversion Devices; however, his compensation is paid by United Solar Ovonic LLC. Mr. Conroy’s last day of employment with the company was 5/11/12. |
| Dated: July 20, 2012 | Joseph P. Conroy |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | Joseph A. Avila |
Capacity: | x Shareholder | |||
| ¨ Officer | ||||||
| x Director | ||||||
| ¨ Insider |
Detailed Description of Duties:
| • | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
| • | assessing major risks facing the company, and reviewing options for their mitigation; |
| • | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
| • | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
| • | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| Current Compensation Paid(1) : |
Weekly | Or | Monthly | (1) | ||||
| $ | — | |||||||
| Current Benefits Paid: |
Weekly | Or | Monthly | |||||
| Health Insurance |
$ | — | ||||||
| Life Insurance |
— | |||||||
| Retirement |
— | |||||||
| Company Vehicle |
— | |||||||
| Entertainment |
— | |||||||
| Travel |
— | |||||||
| Other Benefits |
— | |||||||
| Total Benefits |
— | |||||||
| Current Other Payments Paid: |
Weekly | Or | Monthly | |||||
| Rent Paid |
— | |||||||
| Loans |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Total Other Payments |
— | |||||||
| Weekly | Or | Monthly | ||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
$ | — | ||||||
|
|
|
|||||||
| (1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chair of the Corporate Governance and Nominating Committee and the Finance Committee, Mr. Avila receives an additional $10,000, also paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May. |
| Dated: July 20, 2012 | Joseph A. Avila |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | Alan E. Barton |
Capacity: | x | Shareholder | ||||
| ¨ | Officer | |||||||
| x | Director | |||||||
| ¨ | Insider |
Detailed Description of Duties:
| • | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
| • | assessing major risks facing the company, and reviewing options for their mitigation; |
| • | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
| • | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
| • | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| Current Compensation Paid(1) : |
Weekly | Or | Monthly | (1) | ||||
| $ | — | |||||||
| Current Benefits Paid: |
Weekly | Or | Monthly | |||||
| Health Insurance |
$ | — | ||||||
| Life Insurance |
— | |||||||
| Retirement |
— | |||||||
| Company Vehicle |
— | |||||||
| Entertainment |
— | |||||||
| Travel |
— | |||||||
| Other Benefits |
— | |||||||
| Total Benefits |
— | |||||||
| Current Other Payments Paid: |
Weekly | Or | Monthly | |||||
| Rent Paid |
— | |||||||
| Loans |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Total Other Payments |
— | |||||||
| Weekly | Or | Monthly | ||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
$ | — | ||||||
|
|
|
|||||||
| (1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chair of the Compensation Committee, Mr. Barton receives an additional $7,500, also paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May. |
| Dated: July 20, 2012 | ||
| Alan E. Barton |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | Robert I. Frey |
Capacity: | x | Shareholder | ||||
| ¨ | Officer | |||||||
| x | Director | |||||||
| ¨ | Insider |
Detailed Description of Duties:
| • | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
| • | assessing major risks facing the company, and reviewing options for their mitigation; |
| • | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
| • | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
| • | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| Current Compensation Paid(1) : |
Weekly | Or | Monthly | (1) | ||||||||
| $ | — | |||||||||||
| Current Benefits Paid: |
Weekly | Or | Monthly | |||||||||
| Health Insurance |
$ | — | ||||||||||
| Life Insurance |
— | |||||||||||
| Retirement |
— | |||||||||||
| Company Vehicle |
— | |||||||||||
| Entertainment |
— | |||||||||||
| Travel |
— | |||||||||||
| Other Benefits |
— | |||||||||||
| Total Benefits |
— | |||||||||||
| Current Other Payments Paid: |
Weekly | Or | Monthly | |||||||||
| Rent Paid |
— | |||||||||||
| Loans |
— | |||||||||||
| Other (Describe) |
— | |||||||||||
| Other (Describe) |
— | |||||||||||
| Other (Describe) |
— | |||||||||||
| Total Other Payments |
— | |||||||||||
| Weekly | Or | Monthly | ||||||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
$ | — | ||||||||||
|
|
|
|||||||||||
| (1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May. |
| Dated: July 20, 2012 | ||
| Robert I. Frey |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | William J. Ketelhut |
Capacity: | x | Shareholder | ||||
| ¨ | Officer | |||||||
| x | Director | |||||||
| ¨ | Insider |
Detailed Description of Duties:
| • | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
| • | assessing major risks facing the company, and reviewing options for their mitigation; |
| • | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
| • | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
| • | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| Current Compensation Paid(1) : |
Weekly | Or | Monthly | (1) | ||||
| $ | — | |||||||
| Current Benefits Paid: |
Weekly | Or | Monthly | |||||
| Health Insurance |
$ | — | ||||||
| Life Insurance |
— | |||||||
| Retirement |
— | |||||||
| Company Vehicle |
— | |||||||
| Entertainment |
— | |||||||
| Travel |
— | |||||||
| Other Benefits |
— | |||||||
| Total Benefits |
||||||||
| Current Other Payments Paid: |
Weekly | Or | Monthly | |||||
| Rent Paid |
— | |||||||
| Loans |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Total Other Payments |
— | |||||||
| Weekly | Or | Monthly | ||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
$ | — | ||||||
|
|
|
|||||||
| (1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chair of the Audit Committee, Mr. Ketelhut receives an additional $10,000, also paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May. |
| Dated: July 20, 2012 | ||
| William J. Ketelhut |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | Stephen Rabinowitz |
Capacity: | x | Shareholder | ||||
| ¨ | Officer | |||||||
| x | Director | |||||||
| ¨ | Insider |
Detailed Description of Duties:
| • | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
| • | assessing major risks facing the company, and reviewing options for their mitigation; |
| • | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
| • | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
| • | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| Current Compensation Paid(1) : |
Weekly | Or | Monthly | (1) | ||||
| $ | — | |||||||
| Current Benefits Paid: |
Weekly | Or | Monthly | |||||
| Health Insurance |
$ | — | ||||||
| Life Insurance |
— | |||||||
| Retirement |
— | |||||||
| Company Vehicle |
— | |||||||
| Entertainment |
— | |||||||
| Travel |
— | |||||||
| Other Benefits |
— | |||||||
| Total Benefits |
— | |||||||
| Current Other Payments Paid: |
Weekly | Or | Monthly | |||||
| Rent Paid |
— | |||||||
| Loans |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Other (Describe) |
— | |||||||
| Total Other Payments |
— | |||||||
| Weekly | Or | Monthly | ||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
$ | — | ||||||
|
|
|
|||||||
| (1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. As Chairman of the Board, Mr. Rabinowitz receives an additional $50,000, of which $33,000 is paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May. |
| Dated: July 20, 2012 | ||
| Stephen Rabinowitz |
Form 6
MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS
Period Ending: June 30, 2012
Case No: 12-43166
The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession. (Attach additional pages if necessary.)
| Name: | George A. Schreiber, Jr. |
Capacity: | x | Shareholder | ||||
| ¨ | Officer | |||||||
| x | Director | |||||||
| ¨ | Insider |
Detailed Description of Duties:
| • | reviewing, monitoring, and, where appropriate, approving fundamental financial and business strategies and major actions of the company; |
| • | assessing major risks facing the company, and reviewing options for their mitigation; |
| • | ensuring processes are in place for maintaining the integrity and reputation of the company – the integrity of the financial statements, the integrity of compliance with law and ethics and the integrity of relationships with other company stakeholders; |
| • | oversight of the CEO, including selecting, evaluating and compensating the CEO and overseeing CEO succession planning; |
| • | oversight of senior management, including providing counsel on the selection, evaluation, development and compensation of senior management. |
| Current Compensation Paid(1) : |
Weekly | Or | Monthly | (1) | ||||||||
| $ | — | |||||||||||
| Current Benefits Paid: |
Weekly | Or | Monthly | |||||||||
| Health Insurance |
$ | — | ||||||||||
| Life Insurance |
— | |||||||||||
| Retirement |
— | |||||||||||
| Company Vehicle |
— | |||||||||||
| Entertainment |
— | |||||||||||
| Travel |
— | |||||||||||
| Other Benefits |
— | |||||||||||
| Total Benefits |
— | |||||||||||
| Current Other Payments Paid: |
Weekly | Or | Monthly | |||||||||
| Rent Paid |
— | |||||||||||
| Loans |
— | |||||||||||
| Other (Describe) |
— | |||||||||||
| Other (Describe) |
— | |||||||||||
| Other (Describe) |
— | |||||||||||
| Total Other Payments |
— | |||||||||||
| Weekly | Or | Monthly | ||||||||||
| CURRENT TOTAL OF ALL PAYMENTS: |
$ | — | ||||||||||
|
|
|
|||||||||||
| (1) | Independent directors are paid an annual retainer of $100,000, of which $66,000 is paid quarterly in cash. Amounts for the current quarter were accrued in April and paid in May. |
| Dated: July 20, 2012 | ||
| George A. Schreiber, Jr. |
Form 6
SCHEDULE OF IN-FORCE INSURANCE
Period Ending: June 30, 2012
Case No: 12-43166
| INSURANCE TYPE |
CARRIER |
EXPIRATION DATE | ||
| Workers’ Compensation | Valley Forge Insurance Company | 02/01/2013 | ||
|
|
|
| ||
| Workers’ Compensation | American Casualty Company of Reading PA | 02/01/2013 | ||
|
|
|
| ||
| General Liability | American Casualty Company of Reading PA | 02/01/2013 | ||
|
|
|
| ||
| Property (1st Layer) | Allianz Global Risk US Insurance Company | 02/01/2013 | ||
|
|
|
| ||
| Property (2nd Layer) | Lexington Insurance Company | 02/01/2013 | ||
|
|
|
| ||
| Automobile Policy | Continental Casualty Company | 02/01/2013 | ||
|
|
|
| ||
| Umbrella Policy | Continental Casualty Company | 02/01/2013 | ||
|
|
|
| ||
| Foreign Package | Continental Casualty Company | 02/01/2013 | ||
|
|
|
| ||
| Special Risk Coverage | Great American Insurance Company | 03/18/2013 | ||
|
|
|
| ||
| Directors & Officers | Allied World National Assurance Company | 09/30/2012 | ||
|
|
|
| ||
| Directors & Officers | Illinois National Insurance Company | 09/30/2012 | ||
|
|
|
| ||
| Directors & Officers | Beazley Insurance Company, Inc. (Lloyd’s of London) | 09/30/2012 | ||
|
|
|
| ||
| Employee Practices Liability | Starr Indemnity & Liability Company | 09/30/2012 | ||
|
|
|
| ||
| Fiduciary Liability | Starr Indemnity & Liability Company | 09/30/2012 | ||
|
|
|
| ||
| Fidelity Bond | Starr Indemnity & Liability Company | 09/30/2012 | ||
|
|
|
| ||
| Primary Directors & Officers | Starr Indemnity & Liability Company | 09/30/2012 | ||
|
|
|
| ||
| ERISA Bond | Travelers Casualty and Surety Company of America | 11/16/2014 | ||
|
|
|
| ||
| Pollution Liability Coverage | Chartis Specialty Insurance | 02/01/2014 | ||
|
|
|
| ||
|
|
|
| ||
Form 7