EX-99.1 2 d533380dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE | Clear All Fields Save In Re. Quanergy Systems, Inc. § Case No. 22-11305 § § Debtor(s) § â–¡ Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 06/30/2023 Petition Date: 12/13/2022 Months Pending: 7 Industry Classification: | 5 | 4 | 1 | 4 | Reporting Method: Accrual Basis Cash Basis Debtor’s Full-Time Employees (current): 0 Debtor’s Full-Time Employees (as of date of order for relief): 87 Supporting Documentation (check all that are attached): (For jointly administered debtors, any required schedules must be provided on a non-consolidated basis for each debtor) Statement of cash receipts and disbursements |X| Balance sheet containing the summary and detail of the assets, liabilities and equity (net worth) or deficit |X| Statement of operations (profit or loss statement) |X| Accounts receivable aging |X| Postpetition liabilities aging Statement of capital assets |X| Schedule of payments to professionals |X| Schedule of payments to insiders |X| All bank statements and bank reconciliations for the reporting period Description of the assets sold or transferred and the terms of the sale or transfer /s/ Shane Reil Shane Reil Signature of Responsible Party Printed Name of Responsible Party 1000 N. King Street, Wilmington, Delaware 19801 Address


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Debtor’s Name Quanergy Systems, Inc. Save Case No. 22-11305 Cash balance beginning of month $6,849,965 Total receipts (net of transfers between accounts) $30,974 $5,056,774 Total disbursements (net of transfers between accounts) $241,928 $7,519,615 Cash balance end of month (a+b-c) $6,639,011 Disbursements made by third party for the benefit of the estate $0 $0 Total disbursements for quarterly fee calculation (c+e) $241,928 $7,519,615 Accounts receivable (total net of allowance) $293,034 Accounts receivable over 90 days outstanding (net of allowance) $293,034 Inventory (Book Market Other (attach explanation)) $0 d Total current assets $11,443,598 Total assets $12,150,785 Postpetition payables (excluding taxes) $172,545 Postpetition payables past due (excluding taxes) $0 Postpetition taxes payable $0 Postpetition taxes past due $0 Total postpetition debt (f+h) Prepetition secured debt $0 Prepetition priority debt $3,794 Prepetition unsecured debt $33,129,103 Total liabilities (debt) (j+k+l+m) Ending equity/net worth (e-n) $21,154 657 Total cash sales price for assets sold/transferred outside the ordinary course of business $0 $3,150,000 Total payments to third parties incident to assets being sold/transferred outside the ordinary course of business $0 $625,000 C. Net cash proceeds from assets sold/transferred outside the ordinary course of business (a-b) $0 $2,525,000 Gross income/sales (net of returns and allowances) $0 Cost of goods sold (inclusive of depreciation, if applicable) $0 Gross profit (a-b) $0 Selling expenses $44,953 General and administrative expenses $592,276 Other expenses $-10,712 Depreciation and/or amortization (not included in 4b) $0 Interest $0 Taxes (local, state, and federal) $0 Reorganization items $531,608


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Debtor’s Name Quanergy Systems, Inc. Save Case No. 22-11305 Approved Approved Paid Current Paid Current Month Cumulative Month Cumulative Debtor’s professional fees & expenses (bankruptcy) Aggregate Total $496,985 $2,546,834 $0 $1,691,092 Itemized Breakdown by Firm Add Firm Name Role Delete i Raymond James Financial Professional $0 $250,000 $0 $250,000 Delete ii Cooley LLP Lead Counsel $0 $753,219 $0 $602,993 Delete iii Young Conaway Stargatt Tayle Co- Counsel $0 $482,278 $0 $388,807 Delete iv FTI Consulting Financial Professional $0 $556,113 $0 $444,891 Delete v Stretto Other $0 $8,239 $0 $4,401 Delete vi Seward & Kissel Other $496,985 $496,985 $0 $0 Approved Approved Paid Current Paid Current Month Cumulative Month Cumulative Debtor’s professional fees & expenses (nonbankruptcy) Aggregate Total Itemized Breakdown by Firm Add Firm Name Role All professional fees and expenses (debtor & committees) Postpetition income taxes accrued (local, state, and federal) $0 $0 Postpetition income taxes paid (local, state, and federal) $0 $0 Postpetition employer payroll taxes accrued $0 $0 Postpetition employer payroll taxes paid $0 $353,308 Postpetition property taxes paid $0 $0 Postpetition other taxes accrued (local, state, and federal) $0 $0 Postpetition other taxes paid (local, state, and federal) $0 $0 Were any payments made on prepetition debt? (if yes, see Instructions) Yes No Were any payments made outside the ordinary course of business Yes No without court approval? (if yes, see Instructions) Were any payments made to or on behalf of insiders? Yes No Are you current on postpetition tax return filings? Yes No Are you current on postpetition estimated tax payments? Yes No Were all trust fund taxes remitted on a current basis? Yes No Was there any postpetition borrowing, other than trade credit? Yes No (if yes, see Instructions) Were all payments made to or on behalf of professionals approved by Yes No C’ N/A the court?


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a. Debtor’s Name Quanergy Systems, Inc. Save Case No. 22-11305 Do you have: Worker’s compensation insurance? Yes No If yes, are your premiums current? Yes No N/A (if no, see Instructions) Casualty/property insurance? Yes No If yes, are your premiums current? Yes No N/A (if no, see Instructions) General liability insurance? Yes No If yes, are your premiums current? Yes No N/A (if no, see Instructions) Has a plan of reorganization been filed with the court? Yes No Has a disclosure statement been filed with the court? Yes No Are you current with quarterly U.S. Trustee fees as Yes No set forth under 28 U.S.C. § 1930? Gross income (receipts) from salary and wages $0 Gross income (receipts) from self-employment $0 Gross income from all other sources $0 Total income in the reporting period (a+b+c) $0 Payroll deductions $0 Self-employment related expenses $0 Living expenses $0 All other expenses $0 Total expenses in the reporting period (e+f+g+h) $0 Difference between total income and total expenses (d-i) $0 List the total amount of all postpetition debts that are past due $0 Are you required to pay any Domestic Support Obligations as defined by 11 Yes No U.S.C § 101(14A)? If yes, have you made all Domestic Support Obligation payments? Yes No N/A


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Debtor’s Name Quanergy Systems, Inc. Save Case No. 22-11305 Privacy Act Statement 28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. §§ 704, 1106, and 1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. § 1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor’s progress through the bankruptcy system, including the likelihood of a plan of reorganization being confirmed and whether the case is being prosecuted in good faith. This information may be disclosed to a bankruptcy trustee or examiner when the information is needed to perform the trustee’s or examiner’s duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information indicates a violation or potential violation of law. Other disclosures may be made for routine purposes. For a discussion of the types of routine disclosures that may be made, you may consult the Executive Office for United States Trustee’s systems of records notice, UST-001, “Bankruptcy Case Files and Associated Records.” See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the following link: http:// www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide this information could result in the dismissal or conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F). I declare under penalty of perjury that the foregoing Monthly Operating Report and its supporting documentation are true and correct and that I have been authorized to sign this report on behalf of the estate. /s/ Lawrence Perkins Lawrence Perkins Signature of Responsible Party Printed Name of Responsible Party Chief Restructuring Officer 07/20/2023 Title Date Save Generate PDF for Court Filing and Remove Watermark


THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

In re:                   Chapter 11
 
QUANERGY SYSTEMS, INC.,1        Case No. 22-11305 (CTG)
 

Debtor.

 

      

NOTES TO MONTHLY OPERATING REPORT

On December 13, 2022 (the “Petition Date”), the above-captioned debtor and debtor in possession (the “Debtor”) filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

Please be advised that the accompanying monthly operating report and the exhibits thereto (the “MOR”) are unaudited, preliminary, and may not comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”) in all material respects.

The MOR is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the reporting requirements of the Bankruptcy Code and the United States Trustee. The unaudited financial statements have been derived from the Debtor’s books and records. The MOR generally reflects the operations and financial position of the Debtor on a consolidated basis with non-Debtor Quanergy Perception Technologies, Inc. The information presented herein has not been subjected to all procedures that would typically be applied to financial information presented in accordance with U.S. GAAP. Upon the application of such procedures, the financial information could be subject to changes, and these changes could be material. The information furnished in the MOR includes normal recurring adjustments, but does not include all of the adjustments that would typically be made for interim financial statements in accordance with U.S. GAAP.

Given the complexity of the Debtor’s business, inadvertent errors, omissions or over-inclusions may have occurred. Accordingly, the Debtor hereby reserves the right to amend or supplement the MOR, if necessary, but shall be under no obligation to do so.

 

 

1 

The Debtor and the last four digits of its taxpayer identification number are: Quanergy Systems, Inc. (5845). The Debtor’s mailing address for purposes of the Chapter 11 Case is c/o SierraConstellation Partners, LLC 355 S. Grand Avenue Suite 1450 Los Angeles, CA 90071.


Quanergy Systems, Inc.

Exhibits to the May MOR

For the period June 1, 2023 through June 30, 2023

Table of Contents

 

Page #     
3    Statement of Cash Receipts and Disbursements
4    Balance Sheet for period ending June 30, 2023
5    Statement of Operations
6    Accounts Receivable as of June 30, 2023
7    Post-petition Accounts Payable as of June 30, 2023
8    Bank Reconciliation
9    Payments Made on Pre-Petition Debt as of June 30, 2023
10    Payments to Insiders
11    Payments to Professionals as of June 30, 2023

 

2


Quanergy Systems, Inc.

Statement of Cash Receipts and Disbursements

($ in USD)

 

     6/1-6/30  

Beginning Cash Balance

   $ 6,849,965  

Receipts

  

Collections

   $ 18,762  

Subsidiary dividend1

     10,712  

NewCo prefunding

     1,500  
  

 

 

 

Total Receipts

   $ 30,974  

Operating Disbursements

  

AP

   $ 169,796  

Other

     9,378  
  

 

 

 

Total Operating Disbursements

   $ 179,174  
  

 

 

 

Operating Cash Flow

   $ (148,200
  

 

 

 

Restructuring Related

  

Professional fees

   $ 57,731  

UST fees

     5,023  
  

 

 

 

Total Restructuring Related

   $ 62,754  
  

 

 

 

Net Cash Flow

   $ (210,954
  

 

 

 

Ending Cash Balance

   $ 6,639,011  

 

[1]

Subsidiary income represents the return of cash from the Company’s wholly owned subsidiaries which are being closed down. It is part of the accumulated profits of the subsidiaries in the foreign territories in which they operate, and the return of the remaining cash to the Company is considered dividend income.

 

3


Quanergy Systems, Inc.

Balance Sheet for period ending June 30, 2023

($ in USD)

 

     6/30/2023  

Assets

  

Current Assets:

  

Cash and cash equivalents

   $ 6,639,011  

Restricted cash

     70,000  

Accounts receivable, net of allowance for doubtful accounts

     293,034  

Prepaid business insurance and D&O

     3,706,636  

Prepaid expenses and other current assets

     734,917  
  

 

 

 

Total Current Assets

   $ 11,443,598  

Operating lease assets

   $ 478,156  

Other long-term assets

     229,031  
  

 

 

 

Total Assets

   $ 12,150,785  
  

 

 

 

Liabilities and Stockholders’ Equity

  

Current Liabilities:

  

Accounts payable

   $ 6,249,032  

Accrued expenses

     1,626,724  

Accrued liabilities

     9,897,864  

Accrued liabilities (Post petition)

     172,545  

Professional fees (Post petition)

     4,198,460  

Other current liabilities

     938,277  
  

 

 

 

Total Current Liabilities

   $ 23,082,902  

Operating lease liabilities

   $ 478,156  

Other long-term liabilities

     9,744,384  
  

 

 

 

Total Liabilities

   $ 33,305,442  

Total Stockholders’ equity

   $ (21,154,657
  

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 12,150,785  
  

 

 

 

 

4


Quanergy Systems, Inc.

Statement of Operations

($ in USD)

 

     6/1 - 6/30  

Revenue

   $ —    

Cost of sales

     —    
  

 

 

 

Gross Margin

   $ —    

Selling expenses

   $ 44,953  

General and administrative

     592,276  

Restructuring expenses

     531,608  

Other operating expenses

     (10,712
  

 

 

 

Income (loss) from operations

   $ (1,158,125

Other income:

  

Interest income

   $ —    

Loss on asset sale

     —    
  

 

 

 

Income (loss) before income taxes

   $ (1,158,125

Income tax

   $ —    
  

 

 

 

Net Income (loss)

   $ (1,158,125

 

5


Quanergy Systems, Inc.

Accounts Receivable as of June 30, 2023

($ in USD)

 

     6/30/2023  

Accounts Receivable Reconciliation

  

Total Accounts Receivable at the beginning of the reporting period

   $ 858,586  

+ Amounts billed during the period

     —    

- Amounts collected during the period

     (18,762
  

 

 

 

Total Accounts Receivable at the end of the reporting period

   $ 839,824  
     6/30/2023  

Accounts Receivable Aging

  

Current

   $ —    

1-30 Days Past Due

     —    

31-60 Days Past Due

     —    

61-90 Days Past Due

     —    

91+ Days Past Due

     839,824  
  

 

 

 

Total

   $ 839,824  

 

6


Quanergy Systems, Inc.

Post-petition Accounts Payable Aging as of June 30, 2023

($ in USD)

 

     6/30/2023  

Current

   $ —    

1-30 Days Past Due

     —    

31-60 Days Past Due

     —    

61-90 Days Past Due

     —    
  

 

 

 

Total

   $ —    

 

7


Quanergy Systems, Inc.

Bank Reconciliation

($ in USD)

 

Silicon Valley Bank x2011            

Bank Reconciliation

  

Bank Name

   Bank Balance      Adjustments      Book Balance  

x2011

   Silicon Valley Bank    $ 2,260,891      $ 10,712      $ 2,271,602  

The positive $10,712 adjustment was made due to refund.

 

     
Silicon Valley Bank x4224            

Bank Reconciliation

  

Bank Name

   Bank Balance      Adjustments      Book Balance  

x4224

   Silicon Valley Bank    $ 70,000      $ —        $ 70,000  
Silicon Valley Bank x1506            

Bank Reconciliation

  

Bank Name

   Bank Balance      Adjustments      Book Balance  

x1506

   Silicon Valley Bank    $ 4,359,408      $ —        $ 4,359,408  
Silicon Valley Bank x1498            

Bank Reconciliation

  

Bank Name

   Bank Balance      Adjustments      Book Balance  

x1498

   Silicon Valley Bank    $ 8,000      $ —        $ 8,000  
Silicon Valley Bank x2927            

Bank Reconciliation

  

Bank Name

   Bank Balance      Adjustments      Book Balance  

x2927

   Silicon Valley Bank    $ —        $ —        $ —    
Silicon Valley Bank x1679            

Bank Reconciliation

  

Bank Name

   Bank Balance      Adjustments      Book Balance  

x1679

   Silicon Valley Bank    $ —        $ —        $ —    

 

8


Quanergy Systems, Inc.

Payments Made on Pre-Petition Debt as of June 30, 2023

($ in USD)

 

Payee Name

   Date      Amount      Description  
      $ —       
     

 

 

    

Total

      $ —       

 

9


Quanergy Systems, Inc.

Payments to Insiders (6/1/2023 - 6/30/2023)

($ in USD)

 

as of

  

Description

   Amount  

6/30/2023

   Salary, benefits & consulting    $ 24,167  

 

10


Quanergy Systems, Inc.

Payments to Professionals as of June 30, 2023

($ in USD)

 

Professional Firm

   Date    Amount     

Description

Stretto

      $ 57,731      Professional fees for services rendered from May 1, 2023 - May 31, 2023
     

 

 

    

Total

      $ 57,731      Total professional fees paid in current month

 

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