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): April 20, 2015
Dendreon Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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001-35546 |
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22-3203193 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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601 Union Street, Suite 4900,
Seattle, Washington |
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98101 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (206) 256-4545
Not applicable.
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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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)) |
Item 7.01. Regulation FD
Disclosure.
As previously announced, on November 10, 2014, Dendreon Corporation (the Company) and its wholly
owned subsidiaries, Dendreon Holdings, LLC, Dendreon Distribution, LLC and Dendreon Manufacturing, LLC (collectively, together with the Company, the Debtors) filed voluntary petitions for relief (the Chapter 11 Cases) under
Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court).
On April 20, 2015, the Debtors filed their monthly operating report for the period of March 2015 (the Monthly Operating
Report) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1.
Cautionary Statement 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 Bankruptcy 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 statements in the Monthly Operating Report are 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 contains information for periods that are shorter or otherwise different from the historical periods required in the
Companys reports pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), and such information might not be indicative of the Companys financial condition or operating results for a period that would be
reflected in the Companys financial statements or in its reports pursuant to the Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.
Cautionary Statements Regarding the Chapter 11 Cases
The Companys securityholders are cautioned that trading in the Companys securities during the pendency of the Chapter 11
Cases will be highly speculative and will pose substantial risks. Trading prices for the Companys securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Companys Chapter 11 Cases.
Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. The Bankruptcy Court has entered an order that places limitations on trading in the Companys common stock, including options and
certain other rights to acquire common stock, and certain instruments convertible into common stock, during the pendency of the bankruptcy proceedings.
The proposed plan of liquidation filed by the Debtors with the Bankruptcy Court on April 16, 2015 contemplates that the holders of the
Companys capital stock will receive no distribution on account of their interests and cancellation of their existing stock. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its
rejection by the Companys equity securityholders and notwithstanding the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan.
Cautionary Statement Regarding Forward-Looking Statements
Certain information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto (collectively, this Current Report) may
constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact, including estimates, projections, future
trends and the outcome of events that have not yet occurred referenced in this Current Report should be considered forward-looking statements. Words such as anticipate, estimate, expect, project,
intend, plan, believe, may, predict, will, would, could, should, target and similar expressions are often used to identify
forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including,
among others, the potential adverse impact of the Chapter 11 Cases on the Companys liquidity or results of operations, changes in the Companys ability to meet financial obligations
during the Chapter 11 process or to maintain contracts that are critical to the Companys wind-down of its affairs, the outcome or timing of the Chapter 11 process, the effect of the Chapter 11 Cases or the recently completed asset sale
transaction with Valeant Pharmaceuticals International, Inc. and Drone Acquisition Sub on the Companys relationships with third parties, regulatory authorities and employees in connection with the Companys wind-down of its affairs,
proceedings that may be brought by third parties in connection with the Chapter 11 process, the ability of the Company to fund the wind-down of its affairs and the timing or amount of any distributions to the Companys stakeholders. For a
discussion of some of the additional risks and important factors that the Company believes could cause actual results or events to differ from the forward-looking statements that it makes, see the sections entitled Risk Factors and
Managements Discussion and Analysis of Financial Condition and Results of Operations in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. In addition, new risks and uncertainties emerge
from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results or events to differ from those contained in any forward-looking statements. Accordingly, you should not place
undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 (including Exhibit 99.1) of this Current Report
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 will not be deemed an admission as to the materiality of any information
required to be disclosed solely by Regulation FD.
Additional Information Regarding the Chapter 11 Cases
Information about the Chapter 11 process, as well as court filings and other documents related to the reorganization proceedings, is available
through the Companys claims agent, Prime Clerk, at https://cases.primeclerk.com/dendreon or 844-794-3479. Information contained on, or that can be accessed through, such web site or the Bankruptcy Courts web site is not part of this
Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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99.1 |
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Monthly Operating Report, dated April 20, 2015 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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DENDREON CORPORATION |
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Date: April 21, 2015 |
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By: |
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/s/ Robert L. Crotty |
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Name: |
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Robert L. Crotty |
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Title: |
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President, General Counsel and Secretary |
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Monthly Operating Report, dated April 20, 2015 |
Exhibit 99.1
THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- |
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x |
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: |
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In re: |
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Chapter 11 |
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DENDREON CORPORATION, et al., |
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Case No. 14-12515 (LSS) |
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Debtors.1 |
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Jointly Administered |
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: |
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: |
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
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x |
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NOTICE OF FILING OF DEBTORS MONTHLY OPERATING REPORT
FOR THE PERIOD OF MARCH 2015
PLEASE TAKE NOTICE that the
above-captioned debtors and debtors in possession (collectively, the Debtors) have filed with the United States Bankruptcy Court for the District of Delaware the Debtors Monthly Operating Report for the Period of March
2015,
1 |
The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Dendreon Corporation (3193), Dendreon Holdings, LLC (8047), Dendreon Distribution, LLC (8598) and Dendreon
Manufacturing, LLC (7123). The address of the Debtors corporate headquarters is 601 Union Street, Suite 4900, Seattle, Washington 98101. |
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Docket No. 615 Date Filed: 4/20/15 |
attached hereto as Exhibit A (the Monthly Operating Report).
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Dated: |
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Wilmington, Delaware |
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April 20, 2015 |
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP |
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/s/ Sarah E. Pierce |
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Anthony W. Clark (I.D. No. 2051) |
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Sarah E. Pierce (I.D. No. 4648) |
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One Rodney Square |
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P.O. Box 636 |
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Wilmington, Delaware 19899-0636 |
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Telephone: (302) 651-3000 |
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Fax: (302) 651-3001 |
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- and - |
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Kenneth S. Ziman |
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Raquelle L. Kaye |
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Four Times Square |
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New York, New York 10036-6522 |
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Telephone: (212) 735-3000 |
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Fax: (212) 735-2000 |
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- and - |
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Felicia Gerber Perlman |
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155 N. Wacker Drive |
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Chicago, Illinois 60606-1720 |
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Telephone: (312) 407-0700 |
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Fax: (312) 407-0411 |
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Counsel for Debtors and Debtors in Possession |
2
EXHIBIT A
MONTHLY OPERATING REPORT
UNITED STATES BANKRUPTCY COURT
DISTRICT OF
DELAWARE
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In re DENDREON CORPORATION, et.
al |
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Case No. 14-12515_(LSS) |
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Reporting Period: March 2015 |
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MONTHLY OPERATING REPORT
File with Court and submit copy to United States Trustee within 20 days after end of month.
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 |
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
debtors bank reconciliations) |
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MOR-1a |
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X |
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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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X |
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Cash disbursements journals |
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X |
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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 Postpetition Taxes |
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MOR-4 |
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X |
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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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Summary of Unpaid Postpetition Debts |
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MOR-5 |
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X |
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Listing of aged accounts payable |
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MOR-5 |
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X |
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Accounts Receivable Reconciliation and
Aging |
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MOR-6 |
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X |
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Debtor Questionnaire |
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MOR-7 |
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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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Signature of Debtor |
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Date |
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Signature of Joint Debtor |
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Date |
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/s/ Gregory R. Cox |
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April 20, 2015 |
Signature of Authorized Individual* |
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Date |
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Gregory R. Cox
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Chief Financial Officer |
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. |
MOR
(04/07)
Notes to the MOR:
This Monthly Operating
Report (MOR) has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Case and is in a format acceptable to the U.S. Trustee. The financial information contained herein is
limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with generally accepted accounting principles (GAAP) in the United States. Accordingly, this
MOR should not be used for investment purposes.
The financial statements presented in MOR-2 and MOR-3 are prepared on a consolidated company basis for the Debtors
and non-debtor affiliates.
Page 2 of 13
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1. SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
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($ 000s) |
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For the period 2/28/15 - 3/27/151 |
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Consolidated |
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Dendreon Corporation |
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Dendreon Holdings |
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Dendreon Distribution |
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Dendreon Manufacturing |
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Beginning Cash Balance2 |
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$ |
460,666 |
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$ |
460,445 |
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$ |
- |
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$ |
221 |
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$ |
- |
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Total Cash Receipts |
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28,085 |
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9,401 |
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- |
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18,684 |
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- |
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Total Cash Disbursements3 |
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(30,084 |
) |
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(11,180 |
) |
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- |
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(18,905 |
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- |
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Intercompany Transfer From / (To) Other Debtors |
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- |
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- |
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- |
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- |
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- |
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Intercompany Transfer From / (To) Non-Debtors |
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- |
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- |
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- |
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- |
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- |
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Net Cash Flow |
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$ |
(2,000 |
) |
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$ |
(1,779 |
) |
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$ |
- |
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$ |
(221 |
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$ |
- |
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Ending Cash Balance2 |
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$ |
458,667 |
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$ |
458,667 |
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$ |
- |
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$ |
- |
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$ |
- |
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Notes:
1. 3/27/15 represents last day of Debtors March weekly
cash forecast
2. Excludes restricted cash accounts
3. Cash Disbursements include
payroll that was disbursed by Dendreon Corporation through its centralized cash management system for the benefit of subsidiary debtors. Accordingly, disbursement amounts (for the purposes of calculating US Trustee fees) are as follows:
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Debtor |
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Amounts
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Dendreon Corporation |
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$ |
11,070 |
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Dendreon Holdings |
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- |
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Dendreon Distribution |
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19,005 |
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Dendreon Manufacturing |
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9 |
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$ |
30,084 |
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Page 3 of 13
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1a. BANK RECONCILIATION (OR COPIES OF DEBTORS BANK RECONCILIATIONS)
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As of 3/31/15
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Restricted Cash Accounts |
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Bank |
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U.S. Bank |
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U.S. Bank |
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Morgan Stanley
Smith Barney |
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U.S. Bank1 |
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U.S. Bank |
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Description |
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Operating Account |
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Receipts Account |
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Investment Account |
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Payroll Account |
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Escrow Account |
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Bank Balance |
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$ |
232,750 |
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$ |
4,956,228 |
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$ |
450,887,199 |
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$ |
7,254,422 |
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$ |
214,617 |
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(+) Deposits in Transit |
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- |
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- |
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- |
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- |
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- |
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(-) Outstanding Checks |
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(59,988 |
) |
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- |
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- |
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- |
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- |
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Other |
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- |
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(4,956,228 |
) |
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- |
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- |
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- |
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Book Balance |
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$ |
172,762 |
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$ |
- |
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$ |
450,887,199 |
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$ |
7,254,422 |
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$ |
214,617 |
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Notes:
1. Account opened during postpetition period
Page 4 of 13
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1b. SCHEDULE OF PROFESSIONAL FEES PAID
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For the period 2/28/15 - 3/27/15
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Firm |
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Payment Date |
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Amount |
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CENTERVIEW PARTNERS LLC |
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3/27/15 |
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200,870.20 |
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SULLIVAN & CROMWELL, LLP |
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3/27/15 |
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154,397.24 |
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EPIQ BANKRUPTCY SOLUTIONS |
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3/27/15 |
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1,761.00 |
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YOUNG CONAWAY STARGATT & TAYLOR, LLP |
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3/27/15 |
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33,007.12 |
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Total |
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$ |
390,035.56 |
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Page 5 of 13
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1c. COPIES OF BANK
STATEMENTS |
The Debtors bank statements are voluminous and not included herein, but copies will be provided upon request
Page 6 of 13
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1d. CASH DISBURSEMENTS
JOURNALS |
The Debtors cash disbursement journals are voluminous and not included herein, but copies will be provided upon request
Page 7 of 13
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2. STATEMENT OF OPERATIONS
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($ 000s) |
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For the period 3/1/15 - 3/31/15 |
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Consolidated1 |
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Dendreon
Corporation |
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Dendreon
Holdings |
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Dendreon
Distribution |
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Dendreon
Manufacturing |
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|
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|
|
|
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Product Revenue, net |
|
|
- |
|
|
|
|
|
|
|
$ |
- |
|
|
|
|
$ |
- |
|
|
|
|
$ |
- |
|
|
|
|
$ |
- |
|
Royalty and Other Revenue |
|
|
226 |
|
|
|
|
|
|
|
|
226 |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
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|
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Total Revenue |
|
$ |
226 |
|
|
|
|
|
|
|
$ |
226 |
|
|
|
|
$ |
- |
|
|
|
|
$ |
- |
|
|
|
|
$ |
- |
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Operating Expenses: |
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Cost Of Product Revenue |
|
|
7 |
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
Research and Development |
|
|
0 |
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
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Selling, General and Administrative |
|
|
230 |
|
|
|
|
|
|
|
|
230 |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
Less: Payroll Expense Included In Categories Above2 |
|
|
(146 |
) |
|
|
|
|
|
|
|
(146 |
) |
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
Payroll Expense2,3 |
|
|
146 |
|
|
|
|
|
|
|
|
37 |
|
|
|
|
|
- |
|
|
|
|
|
100 |
|
|
|
|
|
9 |
|
Restructuring |
|
|
306 |
|
|
|
|
|
|
|
|
306 |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
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|
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|
|
|
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Total Operating Expenses |
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$ |
542 |
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|
|
|
|
|
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$ |
433 |
|
|
|
|
$ |
- |
|
|
|
|
$ |
100 |
|
|
|
|
$ |
9 |
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
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|
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Income / (Loss) from Operations |
|
$ |
(316 |
) |
|
|
|
|
|
|
$ |
(207 |
) |
|
|
|
$ |
- |
|
|
|
|
$ |
(100 |
) |
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|
|
$ |
(9 |
) |
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|
|
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Other Income / (Expense): |
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Interest Income |
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20 |
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20 |
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|
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- |
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|
|
|
|
- |
|
|
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|
|
- |
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Interest Expense |
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|
- |
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|
|
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
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Other Income / (Expense) |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
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Reorganization Expense |
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|
(6,105 |
) |
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|
|
|
|
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|
(6,105 |
) |
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
|
- |
|
|
|
|
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|
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|
|
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|
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|
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Net Income / (Loss) |
|
$ |
(6,402 |
) |
|
|
|
|
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|
$ |
(6,292 |
) |
|
|
|
$ |
- |
|
|
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|
$ |
(100 |
) |
|
|
|
$ |
(9 |
) |
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Notes:
1. The Debtors maintain their accounting records and prepare financial statements on a consolidated basis only. This modified presentation reflects
cash basis payroll of the subsidiary entities, which is funded by Dendreon Corp.
2. The Debtors consolidated statement of operations reflects an allocation of payroll expenses among several operating expense categories (i.e.,
Cost of Product Revenue, R&D and SG&A). For the purpose of presenting payroll by entity without double-counting of such expenses, the cash basis payroll must be deducted before being included separately
3. Payroll Expense (noted above) includes payroll, payroll taxes and 401(k).
These amounts are funded to ADP via the US Bank Payroll account. For taxation purposes, each legal entity pays separate state employment taxes for the states in which it operates |
Page 8 of 13
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3. BALANCE SHEET
|
|
|
($ 000s) |
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|
As of 3/31/15 |
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Consolidated1 |
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Current Assets: |
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|
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Cash and Cash Equivalents |
|
$ |
458,787 |
|
Short-Term Investments |
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|
- |
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Trade Accounts Receivable |
|
|
- |
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Inventory |
|
|
- |
|
Prepaid Expenses and Other Current Assets |
|
|
380 |
|
|
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Total Current Assets |
|
$ |
459,167 |
|
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|
Property and Equipment, net |
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|
- |
|
Long-Term Investments |
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|
49,500 |
|
Other Assets |
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|
2,623 |
|
|
|
|
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Total Assets |
|
$ |
511,289 |
|
|
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Current Liabilities: |
|
|
|
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Accounts Payable |
|
$ |
1,864 |
|
Accrued Liabilities |
|
|
465 |
|
Accrued Compensation |
|
|
2,966 |
|
Restructuring Liability |
|
|
- |
|
Reorganization Liability |
|
|
11,075 |
|
Current Portion of Capital Lease Obligations |
|
|
- |
|
Current Portion of Facility Lease Obligations |
|
|
- |
|
|
|
|
|
|
Total Current Liabilities |
|
$ |
16,371 |
|
|
|
Long-Term Liabilities: |
|
|
|
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Other Long-Term Liabilities |
|
|
- |
|
Liabilities Subject to Compromise2,3 |
|
|
593,745 |
|
|
|
|
|
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Total Liabilities |
|
$ |
610,116 |
|
|
|
Stockholders Equity: |
|
|
|
|
Common Stock |
|
|
156 |
|
Additional Paid-In Capital |
|
|
2,021,701 |
|
Accumulated Other Comprehensive Income |
|
|
- |
|
Accumulated Deficit |
|
|
(2,120,683 |
) |
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|
|
|
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Total Stockholders Equity (Deficit)
|
|
$ |
(98,827 |
) |
|
|
|
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Total Liabilities and Stockholders Equity |
|
$ |
511,289 |
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|
|
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Notes: |
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1. The Debtors maintain their accounting records and prepare financial statements on a consolidated basis only
2. The Debtors continue to work to determine the proper balance and reporting for
Liabilities Subject to Compromise 3. Additional adjustment of $50k to correct
prior period calculation of accrued interest listed in Liabilities Subject to Compromise |
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Page 9 of 13
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4. STATUS OF POSTPETITION
TAXES |
All postpetition taxes were current as of 3/31/15 and paid in the ordinary course by the Debtors
Page 10 of 13
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5. SUMMARY OF UNPAID POSTPETITION
DEBTS |
As of 3/31/15
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Days Outstanding |
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Total |
|
1 - 30 |
|
31 - 60 |
|
61 - 90 |
|
91 + |
Postpetition Accounts Payable |
|
$ 1,864,154 |
|
$ 1,864,154 |
|
$ -
|
|
$ - |
|
$ - |
Page 11 of 13
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6. ACCOUNTS RECEIVABLE
RECONCILLIATION & AGEING |
Pursuant to the sale, accounts receivable are no longer property of the Debtors estate
Page 12 of 13
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Yes
|
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No
|
1. |
|
Have any assets been sold or transferred outside the normal course of business this reporting period? If yes,
provide an explanation below |
|
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|
X |
2. |
|
Have any funds been disbursed from any account other than a debtor in possession account this reporting period?
If yes, provide an explanation below |
|
|
|
X |
3. |
|
Have all postpetition tax returns been timely filed? If no, provide an explanation below
|
|
X |
|
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4. |
|
Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an
explanation below |
|
X |
|
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5. |
|
Has any bank account been opened during the reporting period? If yes, provide 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 |
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|
X |
Page 13 of 13