MOR 8-K - August 2014



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): September 30, 2014
 
MOMENTIVE PERFORMANCE MATERIALS INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
 
 
333-146093
20-5748297
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
260 Hudson River Road, Waterford, NY
12188
(Address of Principal Executive Offices)
(Zip Code)
518-233-3370
(Registrant's Telephone Number, Including Area Code)

(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):
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£
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

On September 30, 2014, Momentive Performance Materials Inc. (the “Company”) filed a monthly operating report for the period from August 1, 2014 to August 31, 2014 (the “Monthly Operating Report”) with the United States Bankruptcy Court for the Southern District of New York. The Bankruptcy Court has had jurisdiction over the reorganization proceedings under Chapter 11 of the United States Bankruptcy Code for the Company, its parent and certain of its U. S. subsidiaries since April 13, 2014. A copy of the Monthly Operating Report is attached as Exhibit 99.1 to this report.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities in that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Financial Operating Data

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 Company’s securities. The Monthly Operating Report is limited in scope, covers a limited time period, does not reflect the Company’s international businesses that are not part of the Chapter 11 proceedings, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Office of the United States Trustee and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report contains any information beyond that required by the Office of the United States Trustee. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits
Exhibit 99.1
 
Monthly Operating Report for the Period from August 1, 2014 to August 31, 2014





SIGNATURE
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 thereunto duly authorized.
 
 
 
 
MOMENTIVE PERFORMANCE MATERIALS INC.
 
 
 
Date:
September 30, 2014
 
/s/ William H. Carter
 
 
 
William H. Carter
 
 
 
Executive Vice President and Chief Financial Officer






EXHIBIT INDEX

Exhibit
 
Description
99.1
 
Monthly Operating Report for the Period from August 1, 2014 to August 31, 2014


Exhibit 99.1 August MOR

Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
------------------------------------------------------x
In re
:    Chapter 11
:
MPM Silicones, LLC, et al.,
:    Case No. 14-22503 (RDD)
:
Debtors.
:    (Jointly Administered)
------------------------------------------------------x

Monthly Operating Report for the Period
From August 1, 2014 to August 31, 2014

Debtors’ Address:
260 Hudson River Road
 
Waterford, NY 12188
 
 
 
 
 
Debtors’ Attorneys:
Willkie Farr & Gallagher LLP
 
787 Seventh Avenue
 
New York, New York 10019
 
Telephone:  (212) 728-8000

This Monthly Operating Report (“MOR”) has been prepared solely for the purposes of complying with the monthly reporting requirements applicable in these Chapter 11 cases and is in a format that the Debtors believe is acceptable to the United States 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 accounting principles generally accepted in the United States.
 
I declare under penalty of perjury that this report and the attached documents are true and correct to the best of my knowledge and belief.


/s/ William H. Carter
 
 
William H. Carter
 
September 30, 2014
Director, Chief Financial Officer, and Executive
 
 
Vice President of Momentive Performance
 
 
Materials Inc. and Momentive Performance
 
 
Materials Holdings Inc.
 
 

1


UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

CORPORATE MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
Schedule of Cash Receipts
MOR-1a
x
 
Schedule of Cash Disbursements
MOR-1b
x
 
Bank Account Information
MOR-1c
x
 
     Copies of bank statements (See Notes to MOR-1c)
 
 
x
     Cash disbursements journals (See Notes to MOR-1c)
 
 
x
Statement of Operations
MOR-2
x
 
Balance Sheet
MOR-3
x
 
Status of Post-petition Taxes (See Notes to MOR-4a)
MOR-4a
x
x
     Copies of IRS Form 6123 or payment receipt (See Notes to MOR-4a)
 
 
x
     Copies of tax returns filed during reporting period (See Notes to MOR-4a)
 
 
x
Summary of Unpaid Post-petition Debts (See Notes to MOR-4b)
 
 
x
     Listing of Aged Accounts Payable
MOR-4b
x
 
Accounts Receivable Aging
MOR-5
x
 
Taxes Reconciliation and Aging (See Notes to MOR-4a)
 
 
x
Payments to Insiders and Professionals (See Notes to MOR-6)
MOR-6
x
x
Post Petition Status of Secured Notes, Leases Payable (See Notes to MOR-6)
 
 
x
Debtor Questionnaire
MOR-7
x
 

2


MOR NOTES

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Notes to the Monthly Operating Report


GENERAL:
The report includes activity from the following Debtors and related Case Numbers

Entity Name
Case Number
MPM Silicones, LLC
14-22503-RDD
Juniper Bond Holdings I LLC
14-22504-RDD
Juniper Bond Holdings II LLC
14-22505-RDD
Juniper Bond Holdings III LLC
14-22506-RDD
Juniper Bond Holdings IV LLC
14-22507-RDD
Momentive Performance Materials Holdings Inc.
14-22508-RDD
Momentive Performance Materials Inc.
14-22509-RDD
Momentive Performance Materials Quartz, Inc.
14-22510-RDD
Momentive Performance Materials USA Inc.
14-22511-RDD
Momentive Performance Materials Worldwide Inc.
14-22512-RDD
Momentive Performance Materials South America Inc.
14-22513-RDD
Momentive Performance Materials China SPV Inc.
14-22514-RDD

3


MOR NOTES

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Notes to the Monthly Operating Report

Notes to the MOR:
On April 13, 2014 (the Petition Date), Momentive Performance Materials Holdings Inc. (Momentive) and eleven of its direct and indirect subsidiaries (collectively, 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 Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). The Debtors Chapter 11 Cases are being jointly administered under the caption In re: MPM Silicones, LLC., et al. (Case No. 14-22503-RDD). Momentives other subsidiaries and affiliates (the Non-Debtors) were not included in the bankruptcy filing.
On September 11, 2014, the Bankruptcy Court entered an order (the “Confirmation Order”) [Docket No. 1001] confirming the Debtors’ Joint Plan of Reorganization for Momentive Performance Materials Inc. and Its Affiliated Debtors (as the same may be amended, modified and/or supplemented, the “Plan”).
Additional information about the Chapter 11 Cases, court filings and claims information is available on the internet at www.momentive.com/MPMRestructuring/.

General Notes to MOR-1a and 1b:
Cash is received and disbursed by the Debtors as described in the Debtors’ motion to approve continued use of their cash management system (which motion was granted on an interim and final basis pursuant to orders entered by the Bankruptcy Court on April 15, 2014 and May 16, 2014, respectively) and is consistent with the Debtors’ historical cash management practices.  Copies of bank statements and cash disbursement journals will be provided upon reasonable request in writing to counsel for the Debtors.

Notes to MOR-1a:
Cash receipts related to intercompany transfers among the Debtors are deducted from Total Cash Receipts. Intercompany Transfers on MOR-1a and MOR-1b offset and net to zero.

Notes to MOR-1b:
Cash disbursements related to intercompany transfers among the Debtors are deducted from Total Cash Disbursements. Intercompany Transfers on MOR-1a and MOR-1b offset and net to zero.

Notes to MOR-1c:
All amounts listed are the Bank Balances as of the end of the month.
Copies of the bank statements and cash disbursement journals were not included with the MOR due to the voluminous nature of these reports and can be provided upon reasonable request in writing to counsel for the Debtors.

4


MOR NOTES

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Notes to the Monthly Operating Report

Notes to MOR-2 and MOR-3:
This MOR has been prepared on a consolidated basis for the Debtors. The financial information contained herein is unaudited, limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements for Chapter 11 debtors as required by the Bankruptcy Court and is in a format acceptable to the United States Trustee for the Southern District of New York (the U.S. Trustee).
As discussed below, this MOR is not prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and does not include all of the information and footnotes required by U.S. GAAP. Therefore, there can be no assurance that the consolidated financial information presented herein is complete, and readers are strongly cautioned not to place undue reliance on the MOR.
The unaudited financial statements have been derived from the books and records of the Debtors. The information furnished in this report includes primarily normal recurring adjustments, but does not include all the adjustments that would typically be made for the quarterly and annual consolidated financial statements to be in accordance with U.S. GAAP. Certain adjusting entries which are made on a quarterly basis (including, but not limited to, income taxes) were not yet prepared at the time of filing this MOR; therefore, such adjustments included herein are based on information as of June 30, 2014. No entry for the equity interest in earnings of unconsolidated entities is included in these financial statements. Furthermore, the monthly financial information contained herein has not been subjected to the same level of accounting review and testing that the Debtors apply in the preparation of their quarterly and annual consolidated financial information in accordance with U.S. GAAP. Accordingly, upon the application of such procedures, the Debtors believe that the financial information may be subject to change, and these changes could be material. Any changes to prior period balances are reflected in the current month’s MOR.
The results of operations contained herein are not necessarily indicative of results that may be expected from any other period or for the full year and may not necessarily reflect the consolidated results of operations, financial position and cash flows of the Debtors in the future.
Intercompany transactions between Debtors have been eliminated in the financial statements contained herein. Intercompany transactions with the Debtors’ Non-Debtor subsidiaries and affiliates have not been eliminated in the financial statements and are reflected in affiliate receivables, loans, interest and payables. Net sales include $28 million of sales to Non-Debtor subsidiaries.
As a result of the Chapter 11 Cases, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-Chapter 11 liabilities are stayed. Although prepetition claims are generally stayed, at hearings held on April 14, 2014 and May 15, 2014, the Bankruptcy Court granted interim and/or final approval of the Debtors’ “first day” motions generally designed to stabilize the Debtors’ operations. The Debtors received Bankruptcy Court approval to pay or otherwise honor certain prepetition obligations such as certain employee wages and benefits, certain taxes and fees, customer obligations, obligations to logistics providers and prepetition amounts owed to certain critical vendors.
The Debtors have been and intend to continue to pay undisputed post-petition claims in the ordinary course of business for goods and services received after the Petition Date. In addition, the Debtors may reject prepetition executory contracts and unexpired leases with respect to the Debtors’ operations, with the approval of the Bankruptcy Court. Any damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as liabilities subject to compromise. The Debtors have notified all known claimants subject to the bar date

5


MOR NOTES

In re MPM Silicones, LLC, et al.
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Notes to the Monthly Operating Report
of their need to file a proof of claim with the Bankruptcy Court. The bar date is the date by which claims against the Debtors must be filed if the claimants wish to receive any distribution in the Chapter 11 Cases. The Court has entered an order establishing July 17, 2014 as the bar date for non-governmental entities, and October 10, 2014 as the bar date for governmental entities. Differences between liability amounts estimated by the Debtors and claims filed by creditors are being investigated and, if necessary, the Bankruptcy Court will make a final determination of the allowable claim. The amounts currently classified as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the value of any collateral securing such claims, or other events.
Liabilities subject to compromise at August 31, 2014 consisted of the following ($000s):
Accounts payable
$
66,652

Debt
2,607,008

Affiliated debt
61,174

Interest payable
46,786

Pension and post employment benefit obligations
165,351

Other
26,052

 
$
2,973,023

Other primarily includes accrued liabilities for incentive compensation, environmental and legal items.
For the reasons discussed above, the Debtors caution readers not to place undue reliance upon information contained in this MOR. For further information, refer to the consolidated financial statements and footnotes included in the Momentive Performance Materials Inc. Annual Report on Form 10-K for the year ended December 31, 2013 and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, as filed with the United States Securities and Exchange Commission. Momentive Performance Materials Holdings Inc. is the sole shareholder of Momentive Performance Materials Inc., but is not included in the consolidated financial statements of Momentive Performance Materials Inc. included on Forms 10-K or 10-Q.
No assurance can be given as to the value, if any, that may be ascribed to the Debtors various prepetition liabilities and other securities. Accordingly, the Debtors urge that caution be exercised with respect to existing and future investments in any of these securities or claims against the Debtors.
Debtor-in-Possession Financing
DIP ABL Facility
In connection with the Chapter 11 Cases, certain Debtors and Non-Debtors (collectively, the “Borrowers”) entered into an amended and restated senior secured debtor-in-possession and exit asset-based revolving credit agreement (the “DIP ABL Facility”), which amends and restates the Borrowers’ existing asset-based revolving loan facility (the “ABL Facility”).
The DIP ABL Facility has a 12 month term unless, prior to the end of such 12 month period, a reorganization plan is confirmed pursuant to an order entered by the Bankruptcy Court and subsequently consummated, in which case, the DIP ABL Facility will terminate on the date of such consummation, unless the Borrowers exercise their option to convert the DIP ABL Facility into an exit asset-based revolving facility (the “Exit ABL Facility”), in which case, upon the effectiveness of the Exit ABL Facility, the term will be five years after such effective date. The maximum availability under the DIP ABL

6


MOR NOTES

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Notes to the Monthly Operating Report
Facility is $270 million. The DIP ABL Facility is also subject to a borrowing base that is based on a specified percentage of eligible accounts receivable and inventory and, in certain foreign jurisdictions, machinery and equipment.
The DIP ABL Facility bears interest based on, at the Borrowers’ option, an adjusted LIBOR rate plus an applicable margin of 2.75% or an alternate base rate plus an applicable margin of 1.75%. In addition to paying interest on outstanding principal under the DIP ABL Facility, the Borrowers will be required to pay a commitment fee to the lenders in respect of the unutilized commitments at an initial rate equal to 0.375% per annum, subject to adjustment depending on the usage. The DIP ABL Facility has a minimum EBITDA covenant calculated on a cumulative basis beginning with May 1, 2014 and tested monthly commencing as of August 31, 2014 and a minimum liquidity covenant of $50 million tested at the close of each business day. As of August 31, 2014, the Company was in compliance with this minimum liquidity covenant. The Exit ABL Facility will not have any financial maintenance covenants, other than a minimum fixed charge coverage ratio of 1.0 to 1.0 that would only apply if availability is less than the greater of (a) 12.5% of the lesser of the borrowing base and the total Exit ABL Facility commitments at such time and (b) $27 million. The fixed charge coverage ratio under the agreement governing the Exit ABL Facility is defined as the ratio of (a) Adjusted EBITDA minus non-financed capital expenditures and cash taxes to (b) debt service plus cash interest expense plus certain restricted payments, each measured on a last twelve months basis.
The DIP ABL Facility is secured by, among other things, first-priority liens on most of the inventory and accounts receivable and related assets of the Borrowers, their domestic subsidiaries and certain of their foreign subsidiaries, and, in the case of certain foreign subsidiaries, machinery and equipment (the “DIP ABL Priority Collateral”), and second-priority liens on certain collateral that generally includes most of the Borrowers’, their domestic subsidiaries’ and certain of their foreign subsidiaries’ assets other than DIP ABL Priority Collateral (the “DIP Term Loan Priority Collateral”), in each case subject to certain exceptions and permitted liens.
DIP Term Loan Facility
In connection with the Chapter 11 Cases, the Borrowers entered into a senior secured debtor-in-possession term loan agreement, as amended (the “DIP Term Loan Facility”) (collectively with the DIP ABL Facility, the “DIP Facilities”). The DIP Term Loan Facility was used in part to repay in full the outstanding obligations under the Borrowers’ existing ABL Facility.
The DIP Term Loan Facility has a 12 month term unless, prior to the end of such 12 month period, a reorganization plan is confirmed pursuant to an order entered by the Bankruptcy Court and subsequently consummated, in which case, the DIP Term Loan Facility will terminate on the date of such consummation. The amount committed and made available under the DIP Term Loan Facility is $300 million. The DIP Term Loan Facility bears interest based on, at the Borrowers option, an adjusted LIBOR rate plus an applicable margin of 3.25% or an alternate base rate plus an applicable margin of 2.25%.
Similar to the DIP ABL Facility, the DIP Term Loan Facility has a minimum EBITDA covenant calculated on a cumulative basis beginning with May 1, 2014 and tested monthly commencing as of August 31, 2014 and a minimum liquidity covenant of $50 million tested at the close of each business day.
The security arrangements for the DIP Term Loan Facility include first-priority liens on the DIP Term Loan Priority Collateral owned by the Borrowers and their domestic subsidiaries and second-priority liens on the DIP ABL Priority Collateral owned by the Borrowers and their domestic subsidiaries, which are junior to the DIP ABL Facility, in each case subject to certain exceptions and permitted liens.
The Borrowers have received authorization from the Bankruptcy Court to access the full $570 million DIP Facilities.

7


MOR NOTES

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Notes to the Monthly Operating Report
Notes to MOR-4a:
For status of post-petition tax payments, see disclosures as noted on MOR-4a. Due to the level of detailed records, (i) copies of IRS Form 6123 or payment receipts; (ii) copies of tax returns filed during the reporting period; and (iii) a taxes aging schedule will be made available upon reasonable request in writing to counsel for the Debtors.
Notes to MOR-4b:
The Debtors maintain a detailed aging of post-petition Trade Accounts Payable which includes post-petition trade payables to affiliates. The post-petition Trade Payable aging is from April 13, 2014 through August 31, 2014. The Trade Payable Aging represents invoices received and Other includes liabilities we recognize, but for which an invoice has not yet been received. The Other balances are by their nature current.
The Debtors believe that the information as disclosed in MOR-4b appropriately summarizes the ending accounts payable balances of the Debtors. Due to the volume of transactions related to vendor payments, the accounts payable reconciliation is not presented by vendor. Information by vendor will be provided upon reasonable request in writing to counsel for the Debtors.
The Debtors believe they are current on all post-petition payments other than disputes that arise in the ordinary course of business.

Notes to MOR-5:
The Debtors maintain an aging of Trade Accounts Receivable which includes trade activity with affiliates. The total per the aging on MOR 5 is adjusted for an Allowance for Doubtful Accounts and Accounts Receivables sold to a Non-Debtor subsidiary of Momentive to determine the Net Trade Receivables balance.
The Debtors believe that the information as disclosed in MOR-5 appropriately summarizes the ending accounts receivable of the Debtors. Detail of customer activity is not being provided due to confidentiality.

Notes to MOR-6:
Payments to insiders exclude intercompany payments and payments to directors and officers.
Professional fees to be disclosed in this Report do not include payments to professionals or consultants in the ordinary course of business.
The Debtors have received permission from the Bankruptcy Court to access the entire amount of the $570 million DIP Facilities. The Debtors had drawn $300 million and issued letters of credit totaling $74 million under the DIP Facilities as of August 31, 2014.

8


MOR 1-a

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Schedule of Cash Receipts


TIME PERIOD: 8/01/2014 through 8/31/2014


Debtor
Case Number
Total Cash Receipts
Transfers*
Net Cash Receipts
MPM Silicones, LLC
14-22503-RDD
$

$

$

Juniper Bond Holdings I LLC
14-22504-RDD
$
1,000

$
(1,000
)
$

Juniper Bond Holdings II LLC
14-22505-RDD
$

$

$

Juniper Bond Holdings III LLC
14-22506-RDD
$
1,000

$
(1,000
)
$

Juniper Bond Holdings IV LLC
14-22507-RDD
$
1,000

$
(1,000
)
$

Momentive Performance Materials Holdings Inc.
14-22508-RDD
$

$

$

Momentive Performance Materials Inc.
14-22509-RDD
$
107,464,806

$
(107,464,806
)
$

Momentive Performance Materials Quartz, Inc.
14-22510-RDD
$
22,916,626

$
(11,973,029
)
$
10,943,597

Momentive Performance Materials USA Inc.
14-22511-RDD
$
250,289,867

$
(148,232,501
)
$
102,057,366

Momentive Performance Materials Worldwide Inc.
14-22512-RDD
$

$

$

Momentive Performance Materials South America Inc.
14-22513-RDD
$
68,304

$

$
68,304

Momentive Performance Materials China SPV Inc.
14-22514-RDD
$

$

$

 
Total
$
380,742,603

$
(267,673,336
)
$
113,069,267



* Funds transferred between US debtors have been deducted from the receipts schedule

9


MOR - 1b

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Schedule of Cash Disbursements


TIME PERIOD: 8/01/2014 through 8/31/2014


Debtor
Case Number
Total Cash Disbursements
Transfers*
Net Cash Disbursements
MPM Silicones, LLC
14-22503-RDD
$

$

$

Juniper Bond Holdings I LLC
14-22504-RDD
$
588

$

$
588

Juniper Bond Holdings II LLC
14-22505-RDD
$

$

$

Juniper Bond Holdings III LLC
14-22506-RDD
$
320

$

$
320

Juniper Bond Holdings IV LLC
14-22507-RDD
$
320

$

$
320

Momentive Performance Materials Holdings Inc.
14-22508-RDD
$

$

$

Momentive Performance Materials Inc.
14-22509-RDD
$
104,671,222

$
(104,641,552
)
$
29,670

Momentive Performance Materials Quartz, Inc.
14-22510-RDD
$
23,876,492

$
(10,942,647
)
$
12,933,845

Momentive Performance Materials USA Inc.
14-22511-RDD
$
252,159,975

$
(152,089,137
)
$
100,070,838

Momentive Performance Materials Worldwide Inc.
14-22512-RDD
$

$

$

Momentive Performance Materials South America Inc.
14-22513-RDD
$
56,665

$

$
56,665

Momentive Performance Materials China SPV Inc.
14-22514-RDD
$

$

$

 
Total
$
380,765,582

$
(267,673,336
)
$
113,092,246



* Funds transferred between US debtors have been deducted from the disbursements schedule

10


MOR - 1c

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Bank Account Information


TIME PERIOD: As of 8/31/2014

Legal Entity
Bank
Bank Acct#
Bank Balance (1)
Juniper Bond Holdings I LLC
Bank of America
XXXXXX-9021
$
485

Juniper Bond Holdings II LLC
Bank of America
XXXXXX-9034
$
3,090

Juniper Bond Holdings III LLC
Bank of America
XXXXXX-9050
$
683

Juniper Bond Holdings IV LLC
Bank of America
XXXXXX-9063
$
748

Momentive Performance Materials Holdings Inc.
Bank of America
XXXXXX-6249
$
8,937,751

Momentive Performance Materials Holdings Inc.
Bank of America
XXXXXX-926
$

Momentive Performance Materials Inc.
Bank of America
XXXXXX-3028
$
4,186,348

Momentive Performance Materials Inc.
Bank of America
XXXXXX-3013
$
16,481

Momentive Performance Materials Inc.
Bank of America
XXXXXX-611
$

Momentive Performance Materials Quartz, Inc.
Bank of America
XXXXXX-2217
$
476,879

Momentive Performance Materials Quartz, Inc.
Bank of America
XXXXXX-3329
$
1,206,397

Momentive Performance Materials Quartz, Inc.
Bank of America
XXXXXX-7680
$

Momentive Performance Materials Quartz, Inc.
Bank of America
XXXXXX-5139
$
93,454

Momentive Performance Materials Quartz, Inc.
Bank of America
XXXXXX-9527
$

Momentive Performance Materials USA Inc.
Fifth Third Bank
XXXXXX-8762
$
1,195,796

Momentive Performance Materials USA Inc.
Bank of America
XXXXXX-3717
$
1,744,294

Momentive Performance Materials USA Inc.
Bank of America
XXXXXX-6151
$
18,404

Momentive Performance Materials USA Inc.
Bank of America
XXXXXX-7168
$

Momentive Performance Materials USA Inc.
Bank of America
XXXXXX-7419
$
388,802

Momentive Performance Materials USA Inc.
Bank of America
XXXXXX-1012
$
107,156

Momentive Performance Materials USA Inc.
Bank of America
XXXXXX-5071
$
197,108

Momentive Performance Materials USA Inc.
Bank of America
XXXXXX-5089
$
1,688

Momentive Performance Materials USA Inc.
Bank of America
XXXXXX-7344
$
6,722

Momentive Performance Materials USA Inc.
PNC
XXXXXX-8926
$
1,108,727

Momentive Performance Materials USA Inc.
Bank of America
XXXXXX-7205
$
1,321,880

Momentive Performance Materials Worldwide Inc.
Bank of America
XXXXXX-3031
$
255,352

Momentive Performance Materials South America Inc.
Banco Intesa
XXXXXX-6940
$
719

Momentive Performance Materials South America Inc.
Banco ITAU
XXXXXX-1005
$
28,228

Momentive Performance Materials South America Inc.
BICE
XXXXXX-11-6
$
651


(1) Bank Balance may differ from Book Balance due to items in-transit and other timing items



11


MOR - 2

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Statement of Operations - Month Ended August 31, 2014 ($000’s)


 
Consolidated Debtors [1]
 
 
Net sales
$
98,931

Costs and expenses:
 
Cost of sales, excluding depreciation
(67,549
)
Selling, general and administrative expense
(39,680
)
Depreciation and amortization expense
(6,918
)
Operating loss
(15,216
)
 
 
Other expense:
 
Interest expense, net
(2,747
)
Reorganization items, net
(12,867
)
Loss before income taxes
(30,830
)
 
 
Income tax benefit
108

 
 
Net loss from Debtor entities
$
(30,722
)




[1]    The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Juniper Bond Holdings I LLC (9631); (ii) Juniper Bond Holdings II LLC (9692); (iii) Juniper Bond Holdings III LLC (9765); (iv) Juniper Bond Holdings IV LLC (9836); (v) Momentive Performance Materials China SPV Inc. (8469); (vi) Momentive Performance Materials Holdings Inc. (8426); (vii) Momentive Performance Materials Inc. (8297); (viii) Momentive Performance Materials Quartz, Inc. (9929); (ix) Momentive Performance Materials South America Inc. (4895); (x) Momentive Performance Materials USA Inc. (8388); (xi) Momentive Performance Materials Worldwide Inc. (8357); and (xii) MPM Silicones, LLC (5481). The Debtors' executive headquarters are located at 260 Hudson River Road, Waterford, NY 12188.













The accompanying notes are an integral part of the financial statements.

12


MOR - 3

In re MPM Silicones, LLC, et al.
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Balance Sheet - As of August 31, 2014 ($000’s)
 
Consolidated Debtors [1]
ASSETS
 
 
 
Current assets
 
Cash and cash equivalents
$
17,969

Accounts receivable
97,917

Due from affiliates
85,732

Inventories
192,529

Other current assets
43,029

Total current assets
437,176

 
 
Other long-term assets
2,119

Loans receivable from affiliates
1,647,832

Property and equipment, net
421,822

Goodwill
17,329

Other intangible assets, net
74,407

Total assets
$
2,600,685

 
 
LIABILITIES AND SHAREHOLDER'S DEFICIT
 
 
 
Current liabilities
 
Accounts payable
$
68,259

Due to affiliates
25,766

Debt payable within one year
1,690,078

Other current liabilities
50,104

Interest payable
47,845

Accrued payroll and incentive compensation
17,796

Total current liabilities
1,899,848

 
 
Long-term liabilities
 
Intercompany loans payable
7,000

Accumulated losses from unconsolidated subsidiaries in excess of investment
267,800

Other long-term liabilities
903

Liabilities subject to compromise
2,973,023

Total liabilities
5,148,574

Total deficit
(2,547,889
)
Total liabilities and shareholder's deficit
$
2,600,685


[1]    The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Juniper Bond Holdings I LLC (9631); (ii) Juniper Bond Holdings II LLC (9692); (iii) Juniper Bond Holdings III LLC (9765); (iv) Juniper Bond Holdings IV LLC (9836); (v) Momentive Performance Materials China SPV Inc. (8469); (vi) Momentive Performance Materials Holdings Inc. (8426); (vii) Momentive Performance Materials Inc. (8297); (viii) Momentive Performance Materials Quartz, Inc. (9929); (ix) Momentive Performance Materials South America Inc. (4895); (x) Momentive Performance Materials USA Inc. (8388); (xi) Momentive Performance Materials Worldwide Inc. (8357); and (xii) MPM Silicones, LLC (5481). The Debtors' executive headquarters are located at 260 Hudson River Road, Waterford, NY 12188.

The accompanying notes are an integral part of the financial statements.

13


MOR - 4a

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Status of Post-Petition Taxes


September 30, 2014


Office of the United States Trustee

Subject: August Monthly Operating Report Attestation Regarding Post-petition Taxes

The Debtor, MPM Silicones, LLC. and its affiliated Debtors, hereby submit this attestation regarding post-petition taxes.
All post-petition taxes for the debtors, which are not subject to dispute or reconciliation, are current. There are no material tax disputes or reconciliations.


/s/ William H. Carter
 
 
William H. Carter
 
September 30, 2014
Director, Chief Financial Officer, and Executive
 
 
Vice President of Momentive Performance
 
 
Materials Inc. and Momentive Performance
 
 
Materials Holdings Inc.
 
 

14


MOR - 4b

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Post-Petition Accounts Payable Aging
    

MPM Silicones, LLC, et al.,[1]
Trade Payables
August 31, 2014


 
 
 
 
 
Past Due
 
Total
 
Current
 
1-30 Days
 
31-60 Days
 
61-90 Days
 
91+ Days
Trade Payables Aging
$
39,696,491

 
$
34,866,003

 
$
3,326,499

 
$
1,503,989

 
$

 
$

Other
28,562,260

 
28,562,260

 

 

 

 

Total Post-Petition Trade Payables
$
68,258,751

 
$
63,428,263

 
$
3,326,499

 
$
1,503,989

 
$

 
$





[1]    The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Juniper Bond Holdings I LLC (9631); (ii) Juniper Bond Holdings II LLC (9692); (iii) Juniper Bond Holdings III LLC (9765); (iv) Juniper Bond Holdings IV LLC (9836); (v) Momentive Performance Materials China SPV Inc. (8469); (vi) Momentive Performance Materials Holdings Inc. (8426); (vii) Momentive Performance Materials Inc. (8297); (viii) Momentive Performance Materials Quartz, Inc. (9929); (ix) Momentive Performance Materials South America Inc. (4895); (x) Momentive Performance Materials USA Inc. (8388); (xi) Momentive Performance Materials Worldwide Inc. (8357); and (xii) MPM Silicones, LLC (5481). The Debtors' executive headquarters are located at 260 Hudson River Road, Waterford, NY 12188.

15


MOR - 5

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Accounts Receivables Aging


MPM Silicones, LLC, et al.,[1]
Trade Receivables
August 31, 2014


 
 
 
 
 
Past Due
 
Total
 
Current
 
1-30 Days
 
31-60 Days
 
61-90 Days
 
91+ Days
Trade Receivables Aging
$
103,172,544

 
$
94,008,277

 
$
5,697,377

 
$
203,845

 
$
1,768,227

 
$
1,494,818

Allowance for Doubtful Accounts
(2,350,359
)
 
 
 
 
 
 
 
 
 
 
 
100,822,185

 

 

 

 

 

Accounts Receivable sold to
 
 
 
 
 
 
 
 
 
 
 
Non-debtor Affiliate
(2,905,065
)
 
 
 
 
 
 
 
 
 
 
Net Trade Receivables
$
97,917,120

 
 
 
 
 
 
 
 
 
 




[1]    The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Juniper Bond Holdings I LLC (9631); (ii) Juniper Bond Holdings II LLC (9692); (iii) Juniper Bond Holdings III LLC (9765); (iv) Juniper Bond Holdings IV LLC (9836); (v) Momentive Performance Materials China SPV Inc. (8469); (vi) Momentive Performance Materials Holdings Inc. (8426); (vii) Momentive Performance Materials Inc. (8297); (viii) Momentive Performance Materials Quartz, Inc. (9929); (ix) Momentive Performance Materials South America Inc. (4895); (x) Momentive Performance Materials USA Inc. (8388); (xi) Momentive Performance Materials Worldwide Inc. (8357); and (xii) MPM Silicones, LLC (5481). The Debtors' executive headquarters are located at 260 Hudson River Road, Waterford, NY 12188.

16


MOR - 6

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Payments to Insiders and Professionals




Full Firm Name
 
August
 
 
 
Alix Partners LLP
 
$
1,433,197

Milbank, Tweed, Hadley & McCloy LLP
 
1,350,475

Akin Gump Strauss Hauer & Feld LLP
 
903,393

Willkie Farr & Gallagher LLP
 
829,830

Klee, Tuchin, Bogdanoff & Stern LLP
 
456,486

FTI Consulting
 
315,692

Lazard Frères & Co. LLC
 
300,976

Houlihan Lokey, Inc.
 
151,692

Moelis & Company
 
129,759

Jeffries, LLC
 
124,269

Emmet, Marvin & Martin LLP
 
91,970

Bingham McCutchen
 
91,286

Paul, Weiss, Rifkind, Wharton & Garrison LLP
 
78,175

 
 
$
6,257,200


17


MOR - 7

In re MPM Silicones, LLC, et al.,
Case No. (Jointly Administered)
          Reporting Period:
14-22503
8/1/14 - 8/31/14
 
 
Federal Tax I.D.#
22-3775481

Debtor Questionnaire


 
Must be completed each month. If the answer to any of the questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary.
Yes
No
Explanation
1

Have any assets been sold or transferred outside the normal course of business this reporting period?
 
X
 
2

Have any funds been disbursed from any account other than a debtor in possession account this reporting period?
 
X
 
3

Is the Debtor delinquent in the timely filing of any post- petition tax returns?
 
X
 
4

Are workers compensation, general liability or other necessary insurance coverages expired or canceled, or has the debtor received notice of expiration or cancellation of such policies?
 
X
 
5

Is the Debtor delinquent in paying any insurance premium payment?
 
X
 
6

Have any payments been made on pre-petition liabilities this reporting period?
X
 
Payments made only per motions approved by the court.
7

Are any post petition receivables (accounts, notes or loans) due from related parties?
X
 
Normal course of business.
8

Are any post petition payroll taxes past due?
 
X
 
9

Are any post petition State or Federal income taxes past due?
 
X
 
10

Are any post petition real estate taxes past due?
 
X
 
11

Are any post petition taxes past due?
 
X
 
12

Have any pre-petition taxes been paid during this reporting period?
X
 
Payments made only per motions approved by the court.
13

Are any amounts owed to post petition creditors delinquent?
 
X
Other than ordinary course disputes.
14

Are any wage payments past due?
 
X
 
15

Have any post petition loans been received by the Debtor from any party?
X
 
Debtor-in-possession financing approved by the court.
16

Is the Debtor delinquent in paying any U.S. Trustee fees?
 
X
 
17

Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?
 
X
 
18

Have the owners or shareholders received any compensation outside of the normal course of business?
 
X
 


18