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UNITED STATES BANKR[TPTCY COURT
F012 THE DISTRICT OF DELAWARE
In rc: Response Genetics, Inc. Case Na.: 15-11663 (LSS)
Reporting Period: February 1 to February 29, 2016
MONTHLY OPERATING REPORT
File with Court and submit copy to United Stites Truafee within 20 days after ead of mootd.
Submit copy of report to any official committee appointed in the case.
Schedule of Cash i~ecci is end [)isbucsern~nts MOR-1 X
bank Reconciliation or ca ies of debtor's bank reconciliations MOR.Ia X
ScE~cttulc ~~f f'rnfva-sion~l Fees f~aid IviC)It-!l~ X
C:~~ ics c}f brink statementsX
Cash c9ist>w:~cments iou~•nelsX
Statement of f) cratians MOR-2 X
Balance Sheet MOR-3 X
Stah~s of i~os~ ctitiaii "faxes MOR•4 X
Cox ies of IRS Form 6123 or ~u ~ment rccci t
La ie, of tax returns filed Burin re Fortin eriod
Summar of Lk~ aiti fast etition llebt5 MOR-4 X
l..istin ~f a red accounts ~~ able MQR-4 X
Accounts KcccivF~ble Reconciliation and A yin MOR~S X
Debtor )uesiiAmieire MOR-5 X
I declare under penalty of perjury (28 U.S.C. Seotion 174b) that this report and the attached documents
are true and correct to the best of my knowledge and belief.
Signature of J~ebtor
Signature of Joint Debtor
`V u
Sig • e cif Auttiorizeci t i idua!'~
pate
Date
3 / 34 / ~. 12b._—.__.___........_._Date
„~Ren~amin J. MatzPrinted Name of Authorized Individual
...., Chief Restructuring Officer
Title of Authorized Individual
'" Authorized individual must be an offrcer, director ar shareholder if debtor is a corporation; a parWer if debtor
is a partnership; a manager or member if debtor is a limited liability company,
MOR(04/07)
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 1 of 12
In re: Response Genetics, Inc. Case No,: 15-11663 (LSS)
Reporting Period: February 1 to February 29, 2016
GENERAL NOTES AND ~IISCLtIiMER TO MUNTHL`~ 9PEl2A'TING 12EFt3RT
Tl~e financial statements and supplemental information contained herein are unaudited, preliminary, and may not comply with generally
accepted accounting principles ("GAAP") in all material respects. In addition, the financial statements nna supptenieneal inf~nrratinn
contained herein is provided to fulfill the requirements of the Office of the United States Trustee and have Ucen d4rivec! from Aic hooks and
records of the Debtor.
Ttie results of operations contained herein are not necessazily indicative of results that are expected from any other period or for the full year
and are not reflective of the results of operations, financial position, and cash flow of the Debtor in the fuh~re (and as more fully described
below).
An Order (AJ Approving Sale of SubstandaJly AlJ of the Debtor's Assets, and (BJ Approving the Assumption and Assignmen! of C.ertarn
Executory Contracts and Unexpired Leases was entered into on pctober 1, 2015 approving the sale of assets to Lancer Genetics, Inc, (the
"Sale"). The closing of the Sale occurred an or about Ocrober 9, 2(115.
At the closing ofthe Sale, the Debtor transferred substantially all of its assets and certain liabilities to Cancer Genetics, Inc. ("CCiI" or the
"Buyer"), which also assumes the Debtot's operations as marketer and provider of molecular profiling services of tumor tissues (the "Business
Operations"). 1'ha Debtor has, since the closing of toe Sale, been warkin~ to resolve remaining elairns of the Debtor's estate, monetizing the
receivt~bles retained, and pursuing an orderly wind down of the affairs of the Estate.
Notes to MOR-1
In lieu of bank reconciliations, bank and book balances are provided.
Notes to MOR•2
`I'iie Debtor's Statement of Operations contain material estimates that are subjected to ongoing review and analysis. The Debtor will
tunend, if necessary, upon the completion of this review and analysis,
Notes to MOR-3
The Debtor's Balance Sheet contain. significant estimates that are subjected to ongoing review and analyses by the Buyer and the Debtor's
professionals. Included fn the balances are adjuskments the Debtor recorded in respect of gains and losses related to the Sale and the
dissolutiott of the Dabtor's unconsolidated foxeign subsidiary.
Notes to MOR-4
Pursua~rt to the terms of the Sale, tl~e Buyer assumed certain liabilities, including substantially all of the amounts related to the Business
Operations, The outstanding accounts payable balance as of February 29, 2016 consisted mostly of expenses incurred in connection with
the Estate's administrative activities.
Notes to MOR-5The Debtor retained certain accounts receivable in the Sale. Therefore, the Debtor has retained services of certain professiona
ls to collect
these accounts receivable for the benefit of the Estate's creditors.
MQR(G~/U7)
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 2 of 12
In re; Response Genetics, Inc. Cast No. 15-I 1663 (I,SS)
Debtor Reporting Period: February 1 ro February 29, 2014
MOR-1Receipts & Disbursements Report
_'~' ~;
zti.,.13.,171t1 xt ~ ~. hut?ws,%~;.43066a~..~.~.3 ,...~u..::ax?~a 3"'sa.r ~ 7b~, s.~n~ xers '3'ER~ ~ ~ . .
~~nnina Book Cash
Opening Book llalance 5 973,119 S S - S 6,01N1 S 979,128
RecciNs
Recelptr
Collection on Receivablex S 37,566 $ - S ~ S ~ S 33,566
Receipts-TransPerzedfrom Other DebtorAcc. 2•~Z~ ~ 2"121
Total Receipts and Adjustments $ 33,Sb6 S - S 2,121 5 •~ S 35,b87
Air6ursentents
Payroll and RelaleJ S (2,121) - (2,121)
SG&A 3 8831 3,583
Totnl Operating Gisbursementx ~~,8R~) (2,121) (6,~~)
Nnn-Opemling Dirburseutents
Aankruptcy Related Professional Feae (26,947) - (26,9A7)
USTrusrce (lQ,393) ~ - ~ (10,393)
'yule ltefarrd pisbursrmnnt ji~j 7 8751 (T,87i).
Dotal Nan•Operating Bisbursements (45,214} - ~ ~ (45,214)
Cash Flow before Debt Repayment and Tranafen s (ts,ssiy S - S - S - S (15,531)
Tra~isFcrtoCG[[b) Ql,ZlS) (11,215)
Transfer to SWIG [c) (406,020) (406,020)
Net Cash Flow (4J4,8R7) - - (434,&81)
Closing Hook Balance S 53&,241 S - 4 Y S b,000 S 544,241
Outst~nd~ny Checks I 1 311 - _ 1-~•~ ~ ~
Jsnding Cash T3aluncc (Annk) F 54 ,$52 S S F ------ b.QQO S 555,SS2
Total Operating Uiabursemenla (3,883) - (2,121) - (6,004)
NomOpereting Aisburscmantc (A5,2t4) - - (45,214)
'Cransfera to CGI on AR Collection (11,215) (11,215)
Transfers to SWK nn AK Co1lec~ian (4U6,p20) (406,020)
Intercompany Transfers (2 121) Z• ~ 2 ~
Total Aisbursementa 8 f4b8,453) S $ ~ ~ (a68 dS3)
Nolwv:
(aj Payment m¢de to counterparty of an assumed executory contract pursuant to the terms of the Sale
(b] (Jnder the terms oPtha Sule, CCrI acquired a portion of accounts receivable (the "Pham~a AR") for which the vendors cominued to remit peyments into the Aebtor's bank account,
7'ha Debtor transferred such remittances ro CG[ in Nebruary The Aebtor will make future hansfers if additional remittances are received in respect of the Pharma AR purchased by CGi.
[cj Araom~t represent portion of die net proceeds from Gee Sata that is required to ba remitted to SWK Funding, LI,C pursua~ri to Urder Apptriving Slipularron Aulhurizing Use OJ
Cash Cnlinlerul Aenveen ~ebJnr Rarpansa C,anetias, lac. And SiYK Ptmding, (,/,C,' [Docket No. 247J
MOR(Ob/0~
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 3 of 12
In rc: Respopse Genetics, Inc. Case No, 15-11663 (LSS)
Debtor Reporting Periad: February 1 to February 29, 2016
MOR • 1 Continuation 36eetSchedule of Bank Account Balances
I~:ntit Bank hccount NnmLnr tvamcll't c Book $alance Bank f3»inare
Response Genetics, Inc. Stlicatr Vn11ey ~3ank Acct No. XXXO14; Operating Acct. ~ 538,241 ~ .SA9,552
Response Genetics, inc. Silicon Valley Bank Acct No. XXX0177 Payroll Acct. 0
Response Genetics, Inc. Silicon Valley Bank Acct No. XXX0919 Flex Spending Acct, - -
Responsc Genatics, Inc. Silicon Valley Bank Acct Na 7CxX3066 Depository Acct. 6,000 G,000
~ saa,zai s sss,ss2
Schedule of Disbursements
Current Month Cumulative
Disbursements by Aisburaemeuts for
Case # Debtor's Nnroe Eatity lat QTR ZQ16
tS-11663 (LSS) Response Genetics, Inc. 46&,453 $ 513,873
MOR~oaron
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 4 of 12
In re: Response Genetics, Inc.Chapter 11
Debtor Case No.: 15-11663 (LSS)
NiOR - 1 Continuation Sheet
Declaration Regarding the Cash Disburser eat Schedule
For period February 1 to February 29, 2016
Benjamin J. Matz hereby declares under penalty ofperjury:
1. Tam the Chief Restructuring Officer for Response Genetics, Inc., the above-captioned debtor and debtor-in-
possession (the "Debtor").
2. The Debtor submits this Declaration regarding cash disbursements in lieu of providing copies of the cash
disbursement schedule.
3. All statements in the Declaration are based on my personal knowledge, my review of the relevant
documents, or my discussions with Debtor`s employees. I am authorized to submit this Declaration on behalf of
the Debtor.
4. The Debtor has, on a timely basis, disbursed approximately $468,453 for post-petition and allowable pre-
petition amounts for the period February 1, 2Q 16 to February 29, 2016. Copies of the cash disbursement
schedules are available for inspection upon request by the Office of the United States Trustee.
Dated: 3/30f2016 Benjamin J. Matz, Chief Restructuring Officer
C
MOR
(04/07)
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 5 of 12
In re: Response Genetics, Inc.Chapter 1 I
Debtor CaseNo.: IS-11663 (I,SS)
MOR -1 a
Declaration Regarding the Bank Reconciliations
For period February 1 to February 29, 2016
Benjamin J. Matz hereby declares under penalty of perjury:
1. I am the Chief Restructuring Officer for Response Genetics, Inc., the above-captioned debtor and debtor-in-
possession (the "Debtor"). I am familiar with the Debtor's day-to-day operations, business affairs and books
and records,
2. All statements in the Declaration are based on my personal knowledge, my review of the relevant
documents, or my discussions with Debtor's employees. I am authorized to submit this Declaration on behalf of
the Debtor.
3. To the best of my knowledge, all of the Debtor's bank balances are reconciled in an accurate and timely
manner.
Dated: 3/3/2016 Benjamin J. Matz, Chief Restructuring Officer
MOR~oaio~>
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 6 of 12
Ia re: Response Genetics, Iac.
Debtor
Case No. 15-11663 (LSS)
Reporting Period; February 1 to February 29, 2016
MOR - lb
SCHEDULE OF PRQFESSCONAL FEES APtD EXPENSES PAID
This schedule is to include all retained professional payments from case inception to current month.
Amount Paid This Cumulative Amount
Period Paid
Professionals Fees and Expenses Fees and Expenses
Canaccord Genunity
Chipman Brown Cicero &Gale, LLP
Conway MacKenzie_
Epiq Bankruptcy Solutions, LLC
D, Gottlieb &Associates LLC
I Ialland &Knight
Levy, Small & L,allasPachulski Stang Ziehl &Jones LLPRust Qmni GroupSheppard, Mullins, Richter &Hampton LLP
Lal[a]
[a]I.al[a]
$ 579,065
11,092
31,219
19,998
15,000
20Q,005
38,908
650,000
23,000
175,000
$ 2,103,286
[a] $
21,947
5,000
$ 26,947
Note:
[a] Pursuant to a Court order authorizing the Debtor to obtain post-petition financing and authorizing the use of cash collateral [Docket No.
26], the Debtor transferred funds to a Pachulski Stang Ziehl &Jones Client 'Trust Account, an a weekly basis, the amount that the
professionals may be paid pursuant to a budget agreed to with the post-petition financing lender for such week. Such funds are being held
for the benefit of the profcssianals and applied to the fees and expenses of such professionals pursuant to one or more orders of the Court.
The amounts shown. reflect portions ofthe transferred funds attributed to the respective professionals.
MOR(04/07)
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 7 of 12
In rc: Response Genetics, Tnc. Case No. 15-11663 (LSS)
Debtor Reporting Period: February 1 to February 29, 2016
MOR - 2
STATEMENT (JF OPERATIONS [a]
~'or the Period February 1 to February 29, 2016
Operating expenses
General and administrative $ 6,004
Total operating expenses 6,004
Qperating loss (6,004)
Other income (expenses)
Reorganization expenses (17,993)
Other
Net income / (loss) $ (23,997)
Note:[a] As detailed in the General Notes, the Debtor closed an asset sale transaction with Cancer Genetics, Inc, in October 2015.
7'he Debtor
is in the process of finalizing the amount of gains or losses to be recognized in the sale, including amounts of income from
cancellation of indebtedness; the currently reported results are subject to material adjustrnants.
MQR(OA/07)
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 8 of 12
In re: Response Gegetics, Inc. Case No. IS-11663 (LSS)
Debtor Reporting Period: February 1 to February 29, 2016
MOR-3BALANCE SHEET [a]
As ~f February 29, 2U16
ASSETSCurrent assetsCash and cash equivalents $ 544,241
Accounts receivable, net 995,571
Total current assets 1,539,812
Other assetsTotat assets $ 1,539,812
LIABILITIES AND STQCKHOLDERS' DEFICIT
Current liabilitiesAccounts payable $ 7,455
Accrued expenses 12,350
Total current liabilities 19,805
Liabilities subject to compromiseAccounts payable 2,2Q8,596
Total liabilities subject to compromise 2,208,596
'I'otalliabilities $ 2,228>hp~
Stockholders' deficit:Common stock $ 3&g~~~~Additional paid-in clpital 78,G78,425
Accumulated deficit (79,755,023)
Total stockholders' defleit ~ ~~H$~5$8)
'Total liabilities and stockholders' deficit $ 1,539,812
Note:[a] Pursuant to tUe Sale, as more fully described in the General Notes, certain assets and liabilities have been sold to snd assumed by the Buyer.
F-Iowever, the Debtor and the Suyer are continuing to reconcile these assets and liabilities amounts aid will adjust accordingly.
Mt~R(04/p7)
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 9 of 12
Ip re: Response Genetics, Inc.
Debtor
Case No. 15.11663 (I.SS}
Reporting Period. February 1 to February 29, 2016
MOR - 4
SUMMARY QF UNPAID POSTPETITION DEBTS
Amount
Current
Past Due 1-30
Past Due 31-b0
Past Due 61-90
Past Due Over 90
$ 7,455
Total Gross Accounts Payable $ 7,455
M08{04/Q7)
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 10 of 12
In re: Response Genetics, Inc.Chapter 11
Debtor Case No.: 15-11663 (LSS)
MOR - 4
Declaration Regarding Status of Postpetition Taxes
For the Period February 1 to February 29, 2016
Benjamin J. Matz hereby declares under penalty of perjury:
l . I am the Chief Restructuring Officer for Response Genetics, Inc, the above-captioned debtor and debtor-
in-possession (the "Debtor"). I am familiar with tha Debtor's day-to-day operations, business affairs and
books and records.
2. All statements in the Declaration are based on my personal knowledge, my review of the relevant
documents, or my discussions with Debtor's employees. I am authorized to submit this Declaration on behalf
of the Debtor.
3, To the best of my knowledge, the Debtor has filed all necessary federal, state and local tax returns and
made all required past-petition tax payments in connection. therewith on a timely basis or have promptly
remedied any late filing or payments that may have occurred due to unintentional oversight.
Dated: ~/3(~/2t}l6 Benjamin J. Matz, Chief Restructuring Officer
t'`"" C.
MOR~oaio~~
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 11 of 12
In re. Response Genetics, Inc. Case No, 15-11663 (LSS)
Debtor Reporting Period: Febroary I to February 29, 2016
MOR-5
ACCOUNTS RECEIVABLE AGING
Currant$
1 - 3Q t{~4~s ~t due
31-fi0 tit~1's itst dt~e
61-90 dik fs rest due
Ovvt ~JO d;~~~s ~>a4t due4,A99,362
Tousi Gross Accounts Receivable
Less: allowance for doubtful accounts, reserves, and returns
~ 4,499,3C>2
{3,503,791
Accounts Recciw3b3e (ls~t)~ 995,571
DEBTOR QUESTIONNAIRE
i, Have any assets been sold or transferred outside the normal course o~businessX
this ra{x,rting periad? If yns, pr~viela ati uKpisna1ian below.
2. Have any fwids been disbursed from any account other than a debtor in possession X
account this rC~x3rting Gfctiod? !f yes, provide. an cxplanutian below.
.3. Have all postpefition tax returns been timely filed? If no, provide an explanationX
below.
A, Are workers compensation, general liability and othor necessary iusutanceX
coverages io ~ffact? If'ao, provide An explanation below;
S, Ftas any bank account been opened during the reporting period9 Tf yes, provide
documentation identifying the opened account(s). ]f an inveFtment account has been opened X
provide the required documentation pursuant to the Delaware Locnt Rute 4001-3.
MORtnaio~
Case 15-11663-LSS Doc 373 Filed 03/30/16 Page 12 of 12
1N THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11In re:
Case No. 15-11663 (LSS)RESPONSE GENETICS, INC., ~
Debtor,
AFFIDAVIT OF SERVICE
STATE OF DELAWARE )ss:
COUNTY OF NEW CASTLE )
Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she
is employed by the law firm of Pachulski Stang Ziehl &Jones LLP attorneys for the Debtor in
the above-captioned action, and that on the30th day of March 2016 she caused a copy of the
following documents) to be served upon the parties on the attached service lists in the manner
indicated:
Monthly Operating Report for Response Genetics, Inc. for February 2016
G~~~,~~-1 a° ~IK Teen Forte Finla on
o to aril Subscribed beforeone s ~3C1~" ~iay o~ March 2016
~~~N BOWER
ota~-y'P~~l:z PUBLIC
Cc~mmassiai~'~xp.: STATE OF DELAWAREOctober 1Q, 2016
ROCS Dl::'105545.1 73845/002
' The last four digits of the Debtor's tax identification number are: (5548). The location of theDebtor's headquarters and service address is 1640 Marengo St., 7th Floor, Los Angeles, CA 90033.
Case 15-11663-LSS Doc 373-1 Filed 03/30/16 Page 1 of 3
Response Genetics Core&Fee App Service ListCase No. 15-11663 (LSS)Document No. 2045952 —Interoffice Mail4 —Hand Delivery4 —First Class Mail
(Counsel to the Debtor)James E. O'Neill, EsquirePachulski Stang Ziehl &Jones LLP919 N. Market Street, 17th FloorWilmington, DE 19801
INTEROFFICE MAIL(Counsel to the Debtor).ieffrey N. Pomerantz, EsquireIra D. Kharasch, EsquirePachulski Stang Ziehl &Jones LLPl OIOQ Santa Monica Boulevard, 13th Floor
Los Angeles, CA 90067
INTEROFFICE MAIL(Counsel to the Debtor)John W. Lucas, EsquirePachulski Stang Ziehl &Jones LLP150 California Street, 15th FloorSan Francisco, CA 94111
HAND DELIVERY(United States Trustee)Linda Casey, EsquireOffice of the United States TrusteeJ. Caleb Boggs Federal Building, Suite 2207844 King StreetLockbox 35Wilmington, DE 19801
HAND DELIVERY(Counsel to Silicon Valley Bank ("SVB'))William E. Chipman, Jr, EsquireChipman Brown Cicero &Cole, LLP1313 N. Market Street, Fifth FloorWilmington, DE 19801
HAND DELIVERY(Counsel to the Official Committee ofUnsecured Creditors)Frederick B. Rosner, EsquireJulia B. Klein, EsquireThe Rosner Law Group LLC824 Market Street, Suite 810Wilmington, DE 19801
HAND DELIVERY(Counsel to SWK Funding LLC)Neil B. Glassman, EsquireScott D. Cousins, EsquireEvan T. Miller, EsquireBayard, P.A.222 Delaware Avenue, Suite 900Wilmington, DE 19801
FIRST CLASS MAIL(C'ounsel to the Official Committee ofUnsecured Creditors)Carren B. Shulman, EsquireSheppard, Mullin, Richter &Hampton LLP30 Rockefeller PlazaNew York, NY 10112
FIRST CLASS MAIL(Counsel to the Official Committee of
Unsecured Creditors)Ori Katz, EsquireSheppard, Mullin, Richter &Hampton LLP
Four Embarcadero CenterSeventeenth FloorSan Francisco, CA 94111
FIRST CLASS 1V~AIL(Counsel to Silicon Valley Bank ("SVB'))Leo D. Plotkin, EsquireLevy, Small & Lallas815 Moraga DriveLos Angeles, CA 90049
Case 15-11663-LSS Doc 373-1 Filed 03/30/16 Page 2 of 3
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