Case 12-13262-BLS Doc 1881 Filed 12/11/14 Page 1 of 17Revstone Industries, LLC, Pexiod: September 1 - 30, 2014 Case no.: 12-13262 (BLS) Debtor-in-possession MOR-1 Huntington National

I7AtITED STATES BANKRUPTCY COURT

~3ISTRICT OF1DELAWARE

In re: Rcvstane Industries LLC Case No: 12-13262 ~BLS~

Debtor Reporti~ig Period; SeLeniber 2414

MUNT~-ILY OPERATING REPORT

Fiie ti~itli Court and subiniY c~~~y to IJniteci States Trustee within 20 clays after etid.af month

Submit cagy of report to any official calnmittee appointed in the case.

R]CQUIRED DOCUMENTS. Form No, Document Explanation Affidavitl

t~ttached Attached SupplementAttached

Schedule 4f Cash Itecei is and Disbt~rsen~ents MOR-I Yes

Banc Recaneiliati~n (ar co}~ies afdebtor's MOR-la Yes

bank..c~ecor~ciliatioJ~s sSchedule of Professional Fees Paid MOR-t b Yes -

Co ies of bank sta#e~nerlts Yes

Cash disbursements 'ournals Yes

Statement of O erations ~ M4R-2 No Yes

I3alanca Sheet MOR-3 Yes

Status of Pust- etition Taxes Iv10R-4 Nc~ Note 8

Co ies of IRS Farm. b123 or a meet recei t

Copies of tax returns f led. during reporting

eriodSummar ofUn aid Past- etition Debts IviOR-4 Yes

Listin s of a ed accounts aable 1VIUR-4 Yes

Accounts Receivable Reconcitiati~n MOR-5 Yes

Debtot~ uestionnai~`e MOR-5 Yes

T cieciare i;ncier pei~atty of periE~ry (28 U.S.C, Section 1746) that this report and the attached documents

are tri~~ and correct to file best of my tcnowledge a~~d (relief,

Sig~lature of Debtor

5igt~ature of;loint Debtor

.~

Sign tore of Autllarized TndividuaI~

Date

Bate

December ~ 2014Date

Jatrtes M. Lukenda CIRf1. DeputS~ Chief Restructuring Officer

Printed Name of Authprized Individttai Title of Authorized Individual

*AutEiarized individual must be an officer, 8irector or shareholde►• if debtor is a corporation; a partner if debtor is a

p~~tner

Case 12-13262-BLS Doc 1881 Filed 12/11/14 Page 1 of 17

Revstone Industries, LLC, Period: September 1 - 30, 2014 Case no.: 12-13262 (BLS)Debtor-in-possession

MOR --1

Huntington National Bank Operating Account (x0660)

Clearine

Date lleposits Wires Checks ~Checics To/From Banlc Balance Book Balance Checks O/S

BegRu~ing balance (9/]/2014) 207,614.77 198,978.91 8,635.86

9/2/2014 (40,00) FSA MBI 207,574.77 198,938.91 8,635.86

9/2/2014 (20.00) FSA MBI 207,55.77 198,918.91 8,635.86

9/2/201G (15,000,00) James B. Shein 192,554.77 ~~ 183,918.91 8,635.86

9/2/2014 (15,000.00) Richard E, Newsted 1'77,554.77 168,918.91 8,635.86

9/2/2014 (4,926.85) Kirkland Ellis 172,627.92 163,992,06 8,635.86

9/3/2014 (20.00) FSA MBI 172,607.92 163,972.06 &,635.86

9/3/2014 (35,439.92) ADP 136,368,00 128,532.14 7,835.86

9/h/2014 (174.59) FSAMBI 136,193.41 128,357.55 7,835.&6

9/4/2014 (16,036,39) ADP 120,157.02 112,321.16 7,835.86

9/4/2014 (834,83) ADP 119,322.19 111,48633 7,835.86

9/5/2014 (20.00) FSAMBI 119,302,19 111,466.33 7,835.86

9/8/2014 (60.00} FSA MBI 119,242.19 111,406.33 7,835.86

9/8/2014 (27.16) FSA MBI 119,215.03 111,379,17 7,835, 86

9/10/2Qi4 (579.80) GuardianLi~/DentalTnsurance 1]9,215.03 110,799.37 8,415.66

9/10/2014 (129.16) KU a PPL Company 119,215,03 110,670.21 8,544.82

9/10/2014 (250.00) Upshot Services 119,215.03 110,420,21 8,794.82

9/10/2014 (1,283.51) Rust Co~~sultin~/O~ru~iBai~lauptcy 119,215,03 109,136.70 10,078.33

9!11/2014 (2,550,00) Systems X Corporation 119,215.03 106,586.70 12,628.33

9/15/2014 SSS.S3 Cobra Care Premium Remittance 119,753.52 107,142,23 12,611.29

I/15/2~14 (193.22) FSA MBI 119,560,30 106,949,01 12,611.29

9/I S/2014 (342.93) Bank Fees l 17,224.90 106,606.08 10,618.82

9/1~/201R (21,131.58) ADN 96,093,32 85,474.50 10,618,82

9/18/2014 (7,174.48) ADP 88,918.84 78,300.02 10,61A.82

9/18/2014 (834.83) ADP 88,084.01 77,465.19 10,b 18.82

9/22/2014 (20.00) FSAMBI 85,264.01 77,445.19 7,818.82

9/22/2014 (2,950.00) Two Men and a Trucic 85,264.01 7'4,495.19 10,768.82

9/23/201Q (176.80) ~ FSAMBT 85,087,21 74,318.39 10,768.82

9/28/2014 (2,000.00) Bogy Inc. 82,137.21 72>31R.39 9,818.82

9/28/2014 (1,986.34) Cloud Shetpas, Inc. 82,137.21 70,332.05 11,805.16

9/28/2014 (214.78) 1CU a PPL Company 82,137.2] 70,117.27 12,019.94

9/28/2014 (140.00) Leonard Bros Data Management 82,137.21 69,977.27 12,159.94

9/28/2014 (250,00) Upshot Services, LLC 82,137.21 69,72727 ]2,409.94

9/28/2014 (6,558.21) SystemsXCorporation 82,137.2'1 G3,169.06 18,968,15

9/28/2014 (1,267.76) Thompson Reuters-West 82,137.21 61,901.30 20,235.91

9/28/2014 (99.99) TuneWamerCable 82,137,21 61,801.31 20,335.90

9/28/2014 (30.00) Cobra-Care Advisors, Inc 82,137.21 6!,771,31 20,365.90

9/30/2014 35,000.00 Tech Cast 111,137,21 96,771.31 20,365.90

9/30/2014 (15,000.00) Richard E. Newsted 102,137.21 81,771.31 20,365,90

9/30/201 ~} (15,000.00) James B. Shein 87,137.21 66,771.31 20,365.90

9/30rL014 (8,419.00) Kakland Ella 78,718.21 58,352,31 20,365.90

1 I ~


Revstone Industries, LLC, Pexiod: September 1 - 30, 2014 Case no.: 12-13262 (BLS)

Debtor-in-possession

MOR-1


Cle AI7IIQ

Date Deposits Wires Checks Checks ~ To%IYom Bank~Balanee Book Balance Checks O/S

Beginning balance (9/1/2014) 1,442,200.82 1,42,200.&2

9/30/201} 1,824,000,00 Contech 3,266,200.82 3,266,200,82 -

9/30/2014 340,000.00 CLS 3,606,200,82 3,606,200.82 -

9/30/2014 140,000,00 Texas Die 3,746,200.82 3,746,200,82

9/30!2014 (185,609.29) Womble 3,560,591,53 3,560,591.53 -

9/30/2014 (118,280,43) F'TI 3,442,311.10 3,442,311.10 -

i I 11 1 i


Cle arin~

Date De osits Wires Checks Checks To/From Bank Balance Book Balance Checks O/S

Beginning balance (9/112014) 6,399,954.75 6,399,954,75 -

No activity~ ~ i i ~

3


THE HUNTINGTON NATIONAL BANKPQ BOX 1558 EA1W37COLUMBUS OH 43216-1558

REVSTONE INQUSTRIES LLC DIP

~~ ~~11~1~~1

Have a Question or Concern?

Stop by your nearest

Huntington office orcontact us at:

1-800-480-2001

www.huntington.com/businessresources

Hur~tingtnn Analysed Checking Accoutat:9505

Statement Activity From:09/01/14 to 09/30/14

Days in Statement Period 30

Average Ledger Balance* 6,399,954.75Average Collected Balance" 6,399,954.75

* The above balances correspond to theservice charge cycle for this account.

Beginning BalanceEnding Balance

$6, 389, 954.75$6,399,954.75

In the Event of Errors or Questions Concerning Electronic Fund Transfers (electronic deposits, withdrawals, transfers,

payments, or purchases), please call either 1-614-480-2001 or call toll free 1-800.480-2001, or write to The Huntington National Bank Research

- EA4W61, P.Q..Bax 1558, Columbus, Ohio 43216 as soon as you can, if you think your statement or receipt is wrong or if you need more

Information about an electronic fund transfer on the statement or receipt, We must hear from you no later than 60 days after we sent you the

FIRST statement on which the error or problem appeared.

1. Tell us your name, your business's name (if appropriate) and the Huntington account number (if any).

2, Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe there is an error or why

you need more information.3. Tell us the dollar amount of the suspected error. We will investigate your complaint or questio

n and will correct any error promptly.

Verification of Electronic Deposits If you authorized someone to make regular elsctron(c fund transfers of money to your account at

least once every sixty days, you can find out whether or not the deposit has been received by us, call either 1-614-A80-2001 or call toll free

1-800-480-2001,

Balancing Your Statement -For your convenience, a balancing page is available an ourweb site https:l/www.huntington.comlpdflbalancing.pdf

and also available an Huntington Business Online,

Investments are offered through the Huntington Investment Company, Registered Investment Advisor, member FINRAlSIPC, a wholly-owned

subsidfaryof Huntington Bancshares Inc.

The Huntington National Bank is Member FDIC. ~~f~~ m and Huntington ~ are federally registered service marks of Huntington Bancshares

Incorporated. 02014 Huntington Bancshares Incorporated.Statement Period from 09101/14 to 09/30!14 Page 1 of 1


THE HUNTINGTON NATIONAL, BANKPO BOX 1558 EA1 W37COLUMBUS OH 43216-1558

REV5TONE. INDUSTRIES L,LC DIP

Accau~t:9495

1-800-480-2001

www.huntington.com/

businessresources

Huntisegton Analyzed Checking

Statement Activity From:09/01114 to 09/30!14

Days in Statement Period 30

Average Ledger Balance* 1,508,871.16Average Collected Balance* 1,508,871.16

The abdve balances correspond to theservice charge oycle for.this account.

Other Credzts (+)

Have a Question or Concern?

Stop by your nearestHuntington office orcontact us at:

Accor~nt: _9495

Date` Amount Description

09/30 1,824,000.00' BUS ONL TFR FRM CHECKING ~~

09/30 340,000,00 BUS QNL TFR FRM CHECKING -~

09/30 140,000.00 BUS ONL TFR FRM CHECKING _-

Other Debits () Account: _9495

Date Amount pescription

09130 185,609.29 OUTGOING FEpWIRETRANSFER -MANUAL

09/30 118,280.43 OUTGOING FEpWIRE TRANSFER -MANUAL

Balance Activzty

Date Balance Date

08131 1,442,200.82 09/30

Beginning Balance $1,442,200.82Credits (+) 2,304,000.00

Electronic Deposits 2,304,000.00Debits (-) 303,889.72

Wire Transfer Debits 303,889.72Ending Balance $3,442,311,10

Account:

Balance I Date

3,442,311.10

X 9495

balance

Investments are offered through the Huntington Investment Company, Registered Investment Advisor, member FINRA/SIPC, a wholly-owned

subsldiaryof Huntington Bancshareslnc.

The Huntington National Bank is Member FDIC. ~Nf~l ~ and Huntington ~ are federally registered service marks of Huntington Bancshares

Incorporated. X2014 Huntington Bancshares Incorporated,Statement Period from 09!01/14 to 09/30/1h Page 1 of 2


I~~i1~D

In the Event of Errors or Quest(ons Concerning Electronic Fund Transfers (electronic deposits, withdrawals, transfers,

payments, or purchases), please call either 1-61a-A80-2001 or call toll free 1-800-480-2001, or write to The hluntington National Bank Research

- EA4W61, P.O. Box 1558, Columbus, Ohio 43216 as soon as you can, if you think your statement ar receipt is wrong or if you need more

information about an electronic fund transfer on the statement or receipt. We must hear from you no later than 60 days after we sent you the



2. Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe there is an error or why

you need more information.3. Tell us the dollar amount of the suspected error. We will Investigate your complaint or question and will correct any error promptly.

Verification of Electronic Deposits If you authorized someone to make regular electronic fund transfers of money to your account at

least once every sixty days, you can find out whether or not the deposit has been received by us, call either 1-614-480-2001 or call toll free

1-800-480-2001.

Balancing Your Statement -For your convenience, a balancing page is available on ourweb site https:/lwww.huntington.comlpdf/balancing.pdf

and also available on Huntington Business Online.

Statement Period from 09/01/1A to 09/30/14 Page 2 of 2


THE HUNTINGTON NATIONAL BANKPO BOX 1558 EA1 W37COLUMBUS OH 43216-1558

REVSTON~ INDUSTRIES LAC DIP

t~~~1~R ~

Have a Question ar Concern?

Stop by your nearest

Huntington office orcontact us at:

1-800-480-2001

www,huntington.com/businessresources

Huntington Ax:alyzed Checking

Statement Activity From;09/01/14 to 09/30/14

Qays in Statement Period 30

Average Ledger Balance* 108,056.61Average Collected Balance* 108,056.61

* The above balances correspond to theservice charge cycle for this account.

Other Credits (+) Account: _0660

Date Amount Description

09/15 555.53 COBRA Care Advis Remit1408 140915 PREMIUM REMITTANCE

09/30 35,000.00 INCOMING FEDWIRETRANSFER

Checks (-) Account: _OG60

Date

09/1109/03

0911509/15

Amount Gheck # Date Amount Check #

17.04 2076 09/19 250.00 2084

800.00 2079" 09/15 1,283.51 2085

579.80 2082' 09/19 2,550.00 2p86

129.16 2083 09/23 2,950.00 2087

(") Indicates the prior sequentially numbered checks) may have 1) been voided by you 2) not yet been presented 3) appeared on a previous

statement or 4) been included in a list of checks.

Other Debits ()

Date Amount

09/02 15,000.00

09102 15,000.00

09/02 4,926.85

09/02 40.00

description

OUTGOING FEDWIRETRANSFER -MANUAL

OUTGOING FEDWIRETRANSFER -MANUAL

OUTGQING FEDWIRE TRANSFER -MANUAL

MBI SETI. 140830 MED-I-BANK

Account: _Ob60

Account:0660

Beginning Balance $207,614.77Credits (+) 35,555.53

Electronic Deposits 555.53Wire Transfer Credits 35,000.00

Debits (-) 164,452.09Regular Checks Pald 8,559.51Electronic Withdrawals 751.77Wire Transfer Debits 154,797.88Service Charges 342.93

Ending Balance $78,718.21

Investments are offered through the Huntington Investment Company, Registered Investment Advisor, member FINRA/SIPC, a wholly-owned

subsidiary of Huntington Bancshares Inc.

The Huntington National Bank is Member FDIC. ~~f~~ ~ and Huntington ~ are federally registered service marks of Huntington Bancshares

Incorporated. X2014 Huntington Bancshares Incorporated,Statement Period from 09/01/14 to 09!30!14 Page 1 of 2


Other Debits (-) Account: 0660

Date Amount Description

09/02 20.00 MBI SETL 140901 MED-I-BANK

09/03 35,439.92 OUTGOING FERWIRE TRANSFER -FREEFORM


09/04 16,036,39 OUTGOINGFEDWIRETRANSFER-FREEFORM

09/04 834.83 OUTGOING FEDWIRE TRANSFER- FREEFORM

09104 174.59 MBI SETL 140903 MEd-I-BANK

09105 20.00 MBI SETL 140904 MED-I-BANK


09/08 27.16 MBI SETL 1409p6 MEd-I-BANK

09/15 342.93 PRIQR MQN7H'S SERVICE CHARGES


09/17 21,131.58 OUTGOING FEDWIR~TRANSFER-FREEFORM

09/18 7,17A.48 OUTGQING FEDWIRE TRANSFER -FREEFORM

09/18 834.83 OUTGOING FEDWIRE TRANSFER -FREEFORM


09/23 176.80 MBI SETL 1Q0922 MEQ-i-BANK

09/30 15,000.00 OUTGOING FEQWIR~ TRANSFER -MANUAL

09/30 15,000.00 OUTGOING FEDWIRETRANSFER -MANUAL

09130 8,419.00 OUTGOING FEDWIRETRANSFER -MANUAL

Balance Activity Account: _0650

Date Balance Date Balance Date Balance

08131 207,614.77 09/08 119,215.03 09119 85,284.01

09!02 172,627.92 09/11 119,197.99 09/22 85,26h.01

09!03 136,368.00 09115 117,224.90 09123 82,137.21

09104 119,322.19 09/17 96,093.32 09/30 78,718,21

09/05 119,302.19 09/18 8$,084.01

In the Event of Errors or Questions Concerning Electronic Fund Transfers (electronic deposits, withdrawals, transfers,

payments, or purchases), please call either 1-614-480-2001 or.call tall free 1-800-480-2001, or write to The Huntington National Bank Research

- EA4W61, P.P. Box 1558, Columbus, Ohfo 43216 as soon as you can, if you think your statement or receipt is wrong or if you need more

Information about an electronic fund transfer on the statement or receipt, We must hear from you no later than 60 days after we sent you the



2. Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe there is an error or why

you need more information.3. Tell us the dollar amount of the suspected error, We will Investigate your complaint or question and will correct any error promptly

.

Verification of Electronic Deposits If you authorized someone to make regular electronic fund transfers of money to your account at

least once every sixty days, you can find out whether or not the deposit has been received by us, call either 1-614-480-2001 ar call toll free

1-800-480-2001,

Balancing Your Statemenk -For your convenience, a balancing page is available on our web site https:/lwww.huntington.com(pdf/balancing.pdf

and also available on Huntington Business Onifne.

Statement Period from 09/01/14 to 09/30/14 Page 2 of 2


Revstone Industries, LLC, Pexiod: September 1 - 30, 2014 Case no.: 12-13262 (BLS)


MOR— lb

Schedule of Professional Fees &Expenses Paid

Check , ̀ A ioiii~ Pa~i Antoiuit Paul

~'ayee ~'ayQr ~No. Date GuirentPe~•i~d Case-to-I}ate

Kirkland &Ellis LLP ~vstone ~,~, 9/2/2014 $ 4,926.85 $ 312,087,09Industries, LLC

Kirkland &Ellis LLP Revstane ~,~, 9/30/2014 $ 8,419.00 $ 320,506.09Industries, LLC

FTI Consulting, Inc. Revstone ~,~, 9/30/2014 $ 118,280.43 $ 608,928.45Indush~ies, LLC

Womble Carlyle Revstona ~,~, 9/30/2014 $ 185,609.29 $ 498,277.14

Sandridge &Rice, LLP Industries, LT..0

Huron Consulting Revstone Nothing in cun'ent period $ 2,188,425.77

Services LLC Industries, LLC

Pachulski Stang Ziehl & Revstone Nothing in current period $ 1,499,202.28

Jones LLP Indush•ies, LLC

Stuart Maue, Ltd. ~ustone Nothing in cuiment period $ 145,699.60Indushies, LLC

Note: Payments to Huxon Consulting Services LLC, Pachulslci;Stang Ziehl & 7ones.LLP, FTI .

Consulting, Inc., and Womble Carlyle Sandridge &Rice, LLP, were made pro rata, based on

funds available to the Debtor to pay professional fees.

4


Revstone Industries, LLC,Debtor-in-possession

Period: September 1 - 30, 2014 Case no.: 12-13262 (BLS)

MOR — 2

Considering the limited operations of the Debtor as a parent holding company, greater claritiy of

the Debtor's activity during the period is provided in the accompanying MOR,I schedule,

S


Revstone Industries, LLC,Debtor-in-possession

Period: September 1 - 30, 2014 Case no.: 12-13262 (BLS)

MOR-3

UNAUDITED

Description

Current Assets

Cash

Management fees receivable (see Note at MOR S)

Due from Related Companies -Restructuring

Prepaid &Other

Total Current Assets

Due frarn Related Cam~anies (see Note 4)

Total Invesirnent in Subsidiaries (see Note 5)

Total Assets

Current Liabilities

Accounts Payable

Accrued Admin Expense (see Note 6)

Accrued Restructuring

Total Current Liabilities

Liabilities subject to compromise (see Note 7)

Total Liabilities

Shareholders Equity

Investment (Equity)

Accumulated Other Comp Inc

Retained Earnings

Total Shareholders Equity

Total Liabilities and Equity

9/30/2014

$ 9,900,868

5,779,191

15,845,208

1,814,263

33,339,530

7,222,1 OS

40,561,635

71,535

700,000

25,913,580

26,685,115

185,962,338

212,647,453

3,500,000

(20,576,888)

(155,008,930)

(172,085,818)

40,Sb1,G3S

The accompanying notes are an integral part of this Balance Sheet.

C


Revstone Industries, LLC, Period: September 1 - 30, 2014 Case no.: 12-13262 (BLS)


Notes to MOR-3

Note 1. Reservation of Rights:

Nothing contained in this Monthly Operating Report shall constitute a waiver of any of the Debtor's

rights or an admission with respect to its Chapter 11 proceedings, including, but not limited to, nnatters

involving objections to claims, substantive consolidation, equitable subordination, defenses, ultimate

allocation of proceeds from sales among debtor estates, characterization or re-characterization of

contracts, assumption or rejection of contracts under the provisions of chapter 3 of title 11 of the United

States Code ("Bankruptcy Cade") and/ar causes of action under the provisions of chapter 5 of the

Bankruptcy Code, or any other relevant applicable laws to recovex assets or avoid transfers,

Note 2. Basis of Presentation;

Revstone Industries, LLC is a holding company that has not previously conducted any financial reporting

as a stand-alone entity, nor far periods of less than one year, The financial statements contained herein

were not intended to reconcile to any financial statements otherwise prepared or distributed by the Debtor

or any of the Debtor's affiliates. Significant efforts have been put forth to attribute the assets and

liabilities to the proper legal entity between and among the Debtor and its subsidiaries and af~liatas.

However, because the Debtors' accounting systems, policies, and practices were developed without

consideration of stand-alone reporting for the Debtor, it is possible that not all assets or liabilities have

been recorded at the correct legal entity. Accordingly, the Debtor reserves all rights to supplement or

amend any financial statements contained in this Monthly Operating Report.

The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared

solely far the purpose of complying with the monthly reporting requirements of the Bankruptcy Court and

the United States Trustee. The information presented herein has not been subject to all procedures that

would typically be applied to financial information presented in accordance with U.S. Generally Accepted

Accounting Principles ("U.S. GAAP"). Upon the application of such procedures (such as tests of asset

impairment), the Debtor believes that the financial information could be subject to changes, and these

changes could be material. The information furnished in this Monthly Operating Report includes normal

recurring adjustments, but does not include all of the adjustments that would typically be trade for interim

financial statements in accordance with U.S. GAAP, In addition, certain information and footnote

disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been

condensed or omitted. Therefore, the Debtor cautions readers not to place undue reliance upon the

information contained i~1 this Monthly Operating ReporC.

The results of operation herein are rat necessarily indicative of results which may be expected from any

other period or for the full year and niay not necessarily reflect the results of operations, financial

position, and cash flows of tha Debtor in the future.

Certain transactions recorded in the period may relate to other monthly periods as the Debtor's accounting

function and processes were not established to provide external reporting for each entity on a monthly

basis.

These financial statements filed with the U.S. Bankruptcy Court are subject to change. The Debtor may,

at a future date, amend this Monthly Operating Report for updated financial information.

7


Revstone Industries, LLC, Period: September 1 - 30, 2014 Case no.; 12-13262 (BLS)


Note 3. Use of Estimates:

The Debtor makes estimates and assumptions that affect the reported amounts of assets and liabilities and

revenue and expenses, Actual results may differ from those estimates. Estimates are used when

accounting for items aild matters such as revenue recognition and accruals for losses on contracts,

allowances for uncollectible accounts receivable, inventory provisions and outsourced manufacturing

related obligations, product warranties, estimated useful lives of intangible assets and plant and

equipment, asset valuations, impairment and recoverability assessments, employee benefits including

pensions, taxes and related valuation allowances, and provisions, restructuring and other provisions,

contingencies, and pre-petition liabilities, among other items.

Note 4. Due From Related Companies:

Historically, the Debtor and its subsidiaries have followed an accounting practice whereby transactions

between subsidiaries that raay not necessarily involve the Debtor have been recorded though

intercompany entries in the books of the Debtor. This involves recording a debit or credit to or from one

party to the transaction to that party's account on the Debtor's ledger and recording the offsetting credit or

debit from or to the counterparty to the counterparty's account on the Debtor's ledger. This form of

intercompany activity tracking results in a grossing up of the intercarnpany accounts. The Debtor is in the

process of analyzing the activity in accounts classified under Due From Related Companies to identify

those transactions which related to activity involving the Debtor and which activity is related solely to

transactions between subsidiaries,

Note 5. Investments in subsidiaries;

Investments in subsidiaries include the following:

On January 7, 2013 two subsidiaries of Revstone Tool and Engineering, LI,C, (1) Greenwood Forgings,

LLC, and (2) US Tool and Engineering, LLC, filed chapter 11 bankruptcy petitions. For purposes of

Revstone Industries, LLC as a stand-alone entity, the investment in these entities has been adjusted to $0

on a par books basis,

On July 22, 2013, Revstone Transportation, LLC's subsidiary, Metavation, LLC (nik/a TPOP, LI.C), filed

for protection under Chapter 11 of the Bankruptcy Code.

On September 9, 2013, TPOP; LLC ("TPOP") closed on a Court approved Section 363 sale of a

substantial portion of its assets and operations. Excluded from the sale were TPOP's foundry operation

and its non-debtor subsidiary that owns related real property in Vassar, Michigan, Metavation Vassar,

LLC. The purchase price for the sold assets and assumed liabilities was approximately $17.8 million

payable by the buyer, Dayco Products, LLC ("Dayco"), in cash at closing. TPOP entered into a sales

support agreement with two of its major customers (approved by tl~e court on August 23, 2013) which

contributed approximately $9.4 million in cash to facilitate the transfer of assets and operations from the

Debtor to Dayco. The contributions under the support agreement may also include the forgiveness of

certain debts, however, final resolution of the suppoxt agreement terms is still pending.

On August 2, 2013, a substantial portion of the assets and business of Revstone Transportation, LLC's

subsidiary, Contech Castings, LLC, was sold for $39.4 million,

On December 9, 2013, MW Texas Die Casting, Inc,, a wholly owned subsidiary of Revstone

Transportation, I.,LC was sold for $4,6 million.




On March 6, 2014, Eptec S.A. De C.V. ("Eptec"), an indirect subsidiary of Revstone Transportation,

LLC, sold substantially all of its assets for approximately $30:1 million, The proceeds of the sale were

primarily used to satisfy Eptec's existing debts, taxes, and a portion of claims brought by Pension Benefit

Guaranty Corporation ("PBGC") on behalf of two (2) defined benefit plans of an affiliated Debtor, TFOP,

LLC.

The Debtor does not anticipate realizing any distribution on its equity interest in Revstone Transportation,

LLC as a result of the transactions described above

On July 4, 2014, the Debtor sold 100% of its ownership interest in Revstone Wallaceburg Canada, Inc.

(including its operating subsidiary, AarKel Tool &Die Inc.) for approximately $14.1 million.

Note 6. Global Resolution Term Sheet:

On May 1, 2014, the Debtor and its affiliated Debtors (Revstone Industries, LLC, Spara, LLC,

Greenwood Forgings, LLC and US Tool &Engineering, LLC or "Debtors") filed their final

modifications to the Settlement Agreement with the PBGC pursuant to the Global Resolution

Term Sheet between Debtors, Official Committee of Unsecured Creditors, Boston Finance

Group, LLC (`BFG") and PBGC. The Court approved the Settlement Agreement on May 9,

2014. The Settlement Agreemenfi included the £allowing resolutions, among others:

• BFG will have an allowed administrative expense claim against Revstona Industries,

LLC in the amount of $700,000, which claims will be payable upon the effective date of

a chapter 11 plan.

• BFG will have an allowed general unsecured claim against Revstone in the amount of

$8,5 million.• PBGC is to have an allowed general unsecured claim in each of the Debtors' cases of $9S

million.

Note 7. Liabilities Subject to Compromise:

As a result of the Chapter 11 Proceedings, pre-petition liabilities may be subject to corr►promise or other

treatment under the Debtor's Chapter 11 proceedings, Generally, aotions to enforce or otherwise effect

payment of pre-petition liabilities are stayed, Although pre-petition claims are generally stayed, under the

Chapter 11 proceedings, the Debtor is permitted to underCake certain actions designed to stabilize the

Debtor's operations including, among other things, payment of employee wages and benefits,

maintenance of its cash management system, satisfaction of customer obligations, payments to suppliers

for goods and services received after the Petition Date, and retention of professionals,

The Debtor has been paying and intends to continue to pay undisputed post-petition obligations in the

ordinary course of business, In addition, the Debtor may reject pre-petition executory contracts and

unexpired leases with respect to the Debtor's operations, with the approval of the U.S. Bankruptcy Court,

Damages resulting from rejection of executory contracts and unexpired leases are treated as pre-petition

general unsecured claims and will be classified as liabilities subject to compromise. Any differences

between claim amounts listed by the Debtor in its Schedules of Assets and Liabilities (as may ba

amended) and claims filed by creditors will be investigated and, if necessary, the U,S. Bankruptcy Court

will make the final determination as to the amount, nature and validity of claims. The determination of

how liabilities will ultimately be settled and treated cannot be made until the U.S. Bankruptcy Court

0


Revstone Industries, LLC, Period: September 1 - 30, 2014 Case no,: 12-13262 (BLS)


approves a Chapter 11 plan of reorganization, Accordingly, the ultimate amount of such liabilities is not

determinable at this time,

ASC 852 requires pre-petition liabilities of a debtor that are subject to compromise to be reported at the

claim amounts expected to be allowed, even if they may be settled for lesser amounts. The Debtor will

continue to evaluate the classification of their pre-petition liabilities through the remainder of this Chapter

11 case. As a result, the amount of "liabilities subject to compromise" is subject to change, Liabilities

subject to compromise include the following items as of September 30, 2014;

Intercompany

Accounts Payable -trade

Accounts Payable -other

Miscellaneous Accrued Liabilities

Accrued Property Taxes

Accrued Severance

Accrued Interest-Revstone Industries-General

Note Payable - ST-Revstone Industries-General

Note Payable - ST Intercompany-Revstone Industries-General

PBGC Claim

$ 58,985;116

4,224,953

200,679

7,778,149

10,763

751,340

832,438

16,940,086

1,238,&13

95;000,000

Total LSTC 185,962,338

The Debtor's indirect subsidiary, TPOP, LLC, is the sponsor of two (2) defined benefit pensions

plan subject to regulation by PBGC. On March 1, 2013 PBGC filed a complaint related to a

notice of termination related to these pension plans. This complaint was subsequently withdrawn

and filed again on August 23, 2013. In addition, anon-debtor affiliate is the sponsor of a defined

benefit plan subject to regulation by PBGC. On September 6, 2013, PBGC filed an amended

complaint to terminate all three plans. Resolutions to the complaint were agreed and approved in

the Settlement Agreement and Global Resolution Term Sheet described in Note 6.

Note 8. Reorganization Items:

Through September 30, 2014 the Debtor recorded $30.7 million of reorganization and restructuring

related obligations. Net of payments made to date, $25.9 million remains accrued as of September 30,

2014.

Note 9. Post-Petition Taxes:

The Debtor is current on its payroll taxes which are funded through its payroll processor. The Debtor is

also in the process of evaluating certain administrative tax claims filed to evaluate validity and proper

classification as administrative items,

1~Tote 10. Post-Petition Accounts Payable:

To the best of the Debtor's knowledge, all fully-reconciled and undisputed post-petition accounts payable

are being paid in the ordinary course of the Debtor's business. The accompanying MOR-~ details the

outstanding post-petition accounts payable as of September 30, 2014.


Revstone Industries, LLC, Period; September 1 - 30, 2014 Case no.: 12-13262 (BLS)Debtor-in-possession

MOR-4

f:44 PAi[

~r2rnaRevs~or~e #nclustries LE.0p/P Agir~~ SummaryA,s of Se~teniber 30, 2014

~urtent 1 -30 39 -&0 6~ - 9i1 ~ 9~ TOTRL

~,me~n, aces ~x a.oa ~,eo~.a3 s,z~~.~a ~.oa o..e~ a.,~.o~Artcadfr[, Ittc. 592.74 D.OQ q.00 Ct.C~ O.C~ 59.74F4scalon. Ent~rpr{ses LLC Q.OQ d.pll 0.60 Q.U3 3,E~.3#f a;~.2A

Best. 8~esi ~ iCr~eig~r. L1.0 a.4?0 D.Od 0.(10 d.6i X75.87 d£~.4t3Cerittian 0.~0 d.tltl D.QD Q-~3 1.45~~-3'? t.d&s.3?

Guard`aan Cife+Uerrtat insuranc+~ O,EFO 1,864,90 1,88$.t~0 t.6Rw.~ tl.iX3 5,402,07

McGre~or 8 Azsoaiaf~s.lnc. ~ O.~t] O.QO D_nD Ef,Ci~7 ~~.US3 &J_CUPAeii`r(a Env~s~xrs CJSA Inswance C:ompsny O.tX} 46.873.'78 O.Op 43.06 0,.0~ 4~,~73,i8

t~itler, .Iahnsan, Snell & Cu~nrruskey. PLC Q.f~ '_'67.85 2'5.58 6.OQ 0_GO ~8.2~kOakia!sri Caunry'Freasurer O.f~i U,OD 0,00 a.4~ t,i77 32 i,t77.35J

Rus4 Corrsuttfreg 14mnr Bankrupted 0.C+9 ~9t3Ft.ti9 0.00 t}.6~ ~.tK~ ? 488.f~*dTfierrc~an Reuters Q.fA 433.88 O.Qd t3AD O.D3 d33.",s5

70TtiL t93.?d 55.0'14.43 7.~9T.R2 ...'!,678.15 7.7'2.88 71.5S~.T8

~~




MOR-S

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

_,Accounts ;Receivable,-Reconciliati~n A~uount

Total Accounts Receivable at the beginning of the reporting $ 5,569,961

eriod*+ Amounts billed $ 244,230

- Amounts collected durin the eriod $ 35,000

Total Accounts Receivable at the end of the re ortin eriod $ 5,779,191

AccountsRecevabie A m ~ ._> Ainouuf .

0 - 30 da s ald 209,230

31 - 60 da sold 209,230

61 - 90 da sold 209,23Q

91-~ da sold 5,151,501

Total Accounts Receivable $ 5,779,191

Amount considered uncollectible Bad Debt $ 0

Accounts Receivable et $ 5,779,191

*Accounts receivable represent management fees due from affiliates. Up until the petition date,

management fees that were not collected were recorded as reductions to intercompany amounts

due to affiliates or increases to amounts due from affiliates. Analysis with respect to the pre-

petitionperiod is ongoing under the direction of the CRO. As a xesult of the bankruptcy or

insolvency of some subsidiaries and affiliates, or restrictions placed upon those affiliates or

subsidiaries by lenders, the Debtor anticipates that it will not collect the full amount of

Management Fees Receivable or Due from Related Companies - Restructuring. The Debtor is

presently evaluating what reserves should be applied against these balances.

DEBTO~t QUESTIONNAIRE

rNiust be conk leted each month _ , _ Yes ~ Na

1. Have any assets been sold or transferred outside tha normal course of X

business this re ortin eriod? If es, rovide an ex lanation below.

2. Have any funds been disbursed from any account other than a debtor X

in possession account this reporting period? If yes, provide an

ex lanation below.3. Have all post petition tax returns been timely filed? If no, provide an X

ex lanation below.4.. Are workers compensation, general liability and other necessary X

insurance covera e in effect? If no, rovide an ex lanation below.

5. Has any bank account been opened during the reporting period? If X

yes, provide documentation identifying the opened account(s). If an

investment account has been opened provide the required

documentation ursuant to the Delaware Local Rule 4001-3.

12


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

REVSTONE INDUSTRIES, LLC, et al.,'

Debtors.

Chapter 11

Case No. 12-13262 (BLS)

Jointly Administered

CERTIFICATE OF SERVICE

I, Colin R. Robinson, hereby certify that on the ~ ~ day of December, 2014, I

caused a copy of the following documents to be served on the individuals on the attached service

lists, in the manner indicated thereon:

~Revstone Industries, LLCJ Monthly Operating Report [Reporting PeNiod:

September 2014)

~.~w ~. Q~.~--

Colin R. Robinson (Bar No. 5524)

' The Debtors in these chapter 11 cases and the last four digits of each Debtor's federal tax identification numbers

are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool &

Engineering, LLC (6450). The location of the Debtors' headquarters and the service address for each Debtor is:

Revstone Industries, LLC, et al., c/o Huron Consulting Group Inc., 900 Wilshire Drive, Suite 270, Troy, MI 48084,

Attn: John C. DiDonato, Chief Restructuring Officer.

DOGS DE:191494.19 73864/001

Case 12-13262-BLS Doc 1881-1 Filed 12/11/14 Page 1 of 2

Revstone, et al. and TPOP, LLCMOR Service ListCase No. 12-13263 (BLS)Document No. 18674804 —HAND DELIVERY04 —FIRST CLASS MAIL

HAND DELIVERYJane Leamy, EsquireOffice of the United States Trustee844 King Street, Suite 2207Lockbox 35Wilmington, DE 19801

HAND DELIVERY(Counsel to Boston Financial Group)Stuart M. Brown, EsquireR. Craig Martin, EsquireCynthia Moh, EsquireDLA Piper LLP (US)1201 N. Market Street, 21St FloorWilmington, DE 19801

HAND DELIVERY(Counsel to Unsecured Creditors'Committee)Matthew P. Ward, EsquireSteven K. Kortanek, EsquireMark L. Degrosseilliers, EsquireWomble Carlyle Sandridge &Rice, LLP222 Delaware Avenue, Suite 1501Wilmington, DE 19801

HAND DELIVERY(Counsel tv Wells Fargo Capital Finance,LLC)David M. Powlen, EsquireKevin G. Collins, EsquireBarnes &Thornburg LLP1000 N. West Street, Suite 1500Wilmington, DE 19801

FIRST CLASS MAIL(Counsel to Wells Fargo Capital Finance)Jonathan N. Helfat, EsquireOtterbourg, Steindler, Houston &Rosen,P.C.230 Park AvenueNew York, NY 10169

FIRST CLASS MAIL(Counsel to Boston Financial Group)Gregg M. Galardi, EsquireGabriella Zborovsky, EsquireDLA Piper LLP (US)1251 Avenue of the Americas, 27th FloorNew York, NY 10020

FIRST CLASS MAIL(Counsel to General Motors LLC)Lawrence Murphy, EsquireScott Kitei, EsquireHonigman Miller Schwartz and Cohn LLP2290 First National Building660 Woodward Avenue, Suite 2290Detroit, MI 48226

FIRST CLASS MAIL(Counsel to Chrysler Group LLC)Sheryl L. Toby, EsquireDykema Gossett PLLC39577 Woodward Ave., Suite 300Bloomfield Hills, MI 48304

DOCS DE:186748.1 73864/001

Case 12-13262-BLS Doc 1881-1 Filed 12/11/14 Page 2 of 2

Documents

Case 12-13262-BLS Doc 1881 Filed 12/11/14 Page 1 of 17Revstone Industries, LLC, Pexiod: September 1 - 30, 2014 Case no.: 12-13262 (BLS) Debtor-in-possession MOR-1 Huntington National