UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
As previously disclosed, on September 20, 2020 (the “Petition Date”), the Company and certain of its subsidiaries (collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered under the caption “In re Garrett Motion Inc., 20-12212.”
On December 21, 2020, the Debtors jointly filed a monthly operating report for the period from November 1, 2020 to November 30, 2020 (the “Monthly Operating Report”) with the Bankruptcy Court. A copy of the Monthly Operating Report is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K (including exhibits hereto) will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD. The Monthly Operating Report and other filings with the Bankruptcy Court related to the Chapter 11 Cases are available electronically at www.kccllc.net/garrettmotion. This website address contains third-party content and is provided for convenience only. Third-party content is the responsibility of the third party, and the Company disclaims liability for such content.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Cautionary Information Regarding the Monthly Operating Report.
The Company cautions investors and potential investors not to rely upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Debtors have prepared the Monthly Operating Report solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report is not presented on a consolidated basis and therefore does not present the consolidated results of the Company and its subsidiaries. In addition, only certain subsidiaries of the Company are Debtors, while other subsidiaries of the Company are not Debtors. The Monthly Operating Report is limited in scope, covers a limited time period, was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles (“GAAP”), may not accurately reflect the condition of the Company or the other Debtors on a GAAP basis, is in a format prescribed by applicable bankruptcy laws or rules, is subject to future revision, adjustment and reconciliation, and should not be viewed as indicative of future results. The Monthly Operating Report also contains information for periods shorter and otherwise different from those contained in the Company’s reports required to be filed pursuant to the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of fact, that address activities, events or developments that the Company or the Company’s management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Although the Company believes forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to those described in the Company’s annual report on Form 10-K for the year ended December 31, 2019, as updated by the Company’s quarterly report on Form 10-Q for the period ended September 30, 2020, as well as the Company’s other filings with the Securities and Exchange Commission, under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by the Company’s forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Monthly Operating Report for the period from November 1, 2020 to November 30, 2020, filed with the United States Bankruptcy Court for the Southern District of New York. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 hereunto duly authorized.
| Date: December 21, 2020 | Garrett Motion Inc. | |||||
| By: | /s/ Jerome Maironi | |||||
| Jerome Maironi | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: |
20-12212 (Jointly Administered) November 2020 | ||
| Fed. Tax I.D No.: | 82-4873189 |
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 | ||||
| Statement of Operations |
MOR-2 | X | ||||
| Balance Sheet |
MOR-3 | X | ||||
| Status of Post-Petition Taxes |
MOR-4a | X | ||||
| Accounts Payable Aging |
MOR-4b | X | ||||
| Accounts Receivable Aging |
MOR-5 | X | ||||
| Payments to Professionals |
MOR-6 | X | ||||
| Debtor Questionnaire |
MOR-7 | X |
This Monthly Operating Report 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 U.S. Trustee. The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with 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/ Sean Deason |
December 21, 2020 | |||
| Sean Deason | ||||
| Chief Financial Officer |
GLOBAL NOTES AND STATEMENTS OF LIMITATIONS
AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS
On September 20, 2020 (the “Petition Date”), Garrett Motion Inc. (“Garrett”) and 36 of its direct and indirect subsidiaries (collectively with Garrett, the “Debtors”), each commenced a voluntary case under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On September 21, 2020, the Bankruptcy Court entered an order authorizing the joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). On October 5, 2020, the United States Trustee for the Southern District of New York (the “U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code. On November 18, 2020, the U.S. Trustee appointed an official committee of equity securities holders pursuant to section 1102(a) of the Bankruptcy Code.
The following notes and statements and limitations should be referred to, and referenced in connection with, any review of the MOR (as defined below).
| 1. | Basis of Presentation. The Debtors are filing their consolidated monthly operating report (the “MOR”) solely for purposes of complying with the monthly operating requirements applicable in the Debtors’ chapter 11 cases. The MOR is in a format acceptable to the U.S. Trustee. The MOR should not be relied upon by any persons for information relating to current or future financial conditions, events, or performance of any of the Debtors or their affiliates. |
This MOR has not been 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 (including, but not limited to, income tax expense and intercompany profit eliminations) are only prepared on a quarterly basis and therefore such adjustments included here are based on information as of September 30, 2020. 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.
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 and financial position of the Debtors in the future.
| 2. | Reporting Period. Unless otherwise noted herein, the MOR generally reflects the Debtors’ books and records and financial activity occurring during the applicable reporting period. Except as otherwise noted, no adjustments have been made for activity occurring after the close of the reporting period. |
| 3. | Consolidated Entity Accounts Payable and Disbursement Systems. Cash is received and disbursed by the Debtors in a manner consistent with the Debtors’ historical cash management practices, as described in the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing, But Not Directing, the Debtors to (A) Continue to Use Their Cash Management System, Including Existing Bank Accounts, (B) Pay or Honor Certain Prepetition Obligations Related Thereto and (C) Maintain Existing Business Forms, (II) Authorizing Intercompany Transactions, (III) Waiving the Requirements of Section 345(b) and (IV) Granting Related Relief [D.I. 14]. |
2
| 4. | Accuracy. The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicable non-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against or equity interests in the Debtors should evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no responsibility to indicate variations from securities laws herein or for any evaluations of the Debtors based on this financial information or any other information. The MOR has been signed by Sean Deason, Chief Financial Officer of Debtor Garrett Motion Inc. Accordingly, in reviewing and signing the MOR, Mr. Deason necessarily relied upon the efforts, statements, and representations of the Debtors’ other personnel and advisors. Mr. Deason has not (and could not have) personally verified the accuracy of each such statement and representation or financial information provided by the Debtor entities. |
| 5. | Debtor in Possession Financing. On October 23, 2020, the Debtors received authorization from the Bankruptcy Court to access $200 million in debtor-in-possession financing on a final basis pursuant to the Final Order (I) Authorizing Debtors to (A) Obtain Post-petition Financing and (B) Use Cash Collateral, (II) Granting Liens and Providing Claims with Superpriority Administrative Expense Status, (III) Granting Adequate Protection to the Prepetition Secured Parties, (III) Modifying the Automatic Stay, and (V) Granting Related Relief [D.I. 281] (the “DIP Order”). Please see the DIP Order for additional detail. |
| 6. | Payment of Prepetition Claims Pursuant to First Day Orders. Within the first four days of the Debtors’ chapter 11 cases, the Bankruptcy Court entered orders (the “First Day Orders”) authorizing, but not directing, the Debtors to pay, on an interim basis, certain prepetition (a) claims of critical vendors, shippers, warehousemen, other potential lien claimants, and foreign creditors; (b) taxes; (c) employee wages, salaries, and other compensation and benefits; and (d) obligations related to the use of the Debtors’ cash management system, among other things. The Bankruptcy Court subsequently approved the relief requested in connection with the First Day Orders on a final basis. To the extent any payments were made on account of prepetition claims following the commencement of these chapter 11 cases pursuant to the authority granted to the Debtors by the Bankruptcy Court under the First Day Orders, such payments have been included in the MOR. |
| 7. | Reservation of Rights. The Debtors reserve all rights to amend or supplement the MOR in all respects, as may be necessary or appropriate. Nothing contained in this MOR shall constitute a waiver of any of the Debtors’ rights or an admission with respect to their chapter 11 cases. |
| 8. | Specific MOR Disclosures. |
| a. | Notes to MOR-1a: Cash receipts related to intercompany transfers among the Debtors and their non-Debtor affiliates are deducted from total cash receipts. Cash receipts are from November 1, 2020 through November 30, 2020. |
| b. | Notes to MOR-1b: Cash disbursements related to intercompany transfers among the Debtors and their non-debtor affiliates are deducted from total cash disbursements. Cash disbursements are from November 1, 2020 through November 30, 2020 and are presented on the entity for whose benefit the amounts were paid. |
| c. | Notes to MOR-1c: All amounts listed are bank balances as of the end of the month. |
| d. | Notes to MOR-4a: For status of post-petition tax payments, see disclosures as noted on MOR- 4a. Due to the size and detail of such 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. |
3
| e. | Notes to MOR-4b: The Debtors maintain a detailed aging of post-petition trade accounts payable. The post-petition trade payable aging is as of November 21, 2020. The Debtors believe that the information as disclosed in MOR-4b appropriately summarizes the ending accounts payable balances of the Debtors. Currency exchange has created certain reconciling differences between subledger aging reports and consolidated financials. Due to the volume of transactions related to vendor payments, the accounts payable reconciliation is not presented by vendor. |
| f. | Notes to MOR-5: The Debtors maintain an aging of trade accounts receivable which includes trade activity with affiliates. 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 provided due to confidentiality. |
| g. | Notes to MOR-6: The Debtors will pay retained professionals in accordance with the Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule 2016-1 Establishing Procedures for Monthly Compensation and Reimbursement of Expenses of Professionals [D.I. 291]. The Debtors did not disburse funds to any retained professionals during the reporting period. The Debtors paid amounts to professionals to the extent required under the DIP Order. These payments are excluded from the MOR. |
4
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
General: This MOR includes activity from the following Debtors and related case numbers
| Entity Name |
Case Number | |
| GARRETT ASASCO INC. | 20-12211 (MEW) | |
| GARRETT MOTION INC. | 20-12212 (MEW) | |
| BRH LLC | 20-12213 (MEW) | |
| CALVARI LIMITED | 20-12214 (MEW) | |
| FRICTION MATERIALS LLC | 20-12215 (MEW) | |
| GARRETT BORROWING LLC | 20-12216 (MEW) | |
| GARRETT HOLDING COMPANY S.A.R.L. | 20-12217 (MEW) | |
| GARRETT LX I S.A.R.L. | 20-12218 (MEW) | |
| GARRETT LX II S.A.R.L. | 20-12219 (MEW) | |
| GARRETT LX III S.A.R.L. | 20-12220 (MEW) | |
| GARRETT MOTION AUSTRALIA PTY LIMITED | 20-12221 (MEW) | |
| GARRETT MOTION AUTOMOTIVE RESEARCH MEXICO | 20-12222 (MEW) | |
| GARRETT MOTION HOLDINGS INC. | 20-12223 (MEW) | |
| GARRETT MOTION HOLDINGS II INC. | 20-12224 (MEW) | |
| GARRETT MOTION INTERNATIONAL S | 20-12225 (MEW) | |
| GARRETT MOTION IRELAND A LIMITED | 20-12226 (MEW) | |
| GARRETT MOTION IRELAND B LIMITED | 20-12227 (MEW) | |
| GARRETT MOTION IRELAND C LIMITED | 20-12228 (MEW) | |
| GARRETT MOTION IRELAND LIMITED | 20-12229 (MEW) | |
| GARRETT MOTION ITALIA S.R.L. | 20-12230 (MEW) | |
| GARRETT MOTION JAPAN INC. | 20-12231 (MEW) | |
| GARRETT MOTION LLC | 20-12232 (MEW) | |
| GARRETT MOTION MEXICO, SOCIEDAD | 20-12233 (MEW) | |
| GARRETT MOTION ROMANIA S.A.R.L. | 20-12234 (MEW) | |
| GARRETT MOTION SRL | 20-12235 (MEW) | |
| GARRETT MOTION SLOVAKIA S.R.O. | 20-12236 (MEW) | |
| GARRETT MOTION SWITZERLAND HOLDINGS SARL | 20-12237 (MEW) | |
| GARRETT MOTION UK A LIMITED | 20-12238 (MEW) | |
| GARRETT MOTION UK B LIMITED | 20-12239 (MEW) | |
| GARRETT MOTION UK C LIMITED | 20-12240 (MEW) | |
| GARRETT MOTION UK D LIMITED | 20-12241 (MEW) | |
| GARRETT MOTION UK LIMITED | 20-12242 (MEW) | |
| GARRETT TRANSPORTATION I INC. | 20-12243 (MEW) | |
| GARRETT TRANSPORTATION SYSTEMS UK LTD | 20-12244 (MEW) | |
| GARRETT TRANSPORTATION SYSTEMS UK II LTD | 20-12245 (MEW) | |
| GARRETT TS LTD | 20-12246 (MEW) | |
| GARRETT TURBO LTD | 20-12247 (MEW) |
5
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR-1a: Schedule of Cash Receipts
($USD Whole Dollars)
GARRETT MOTION & RELATED DEBTORS:
SCHEDULE OF CASH RECEIPTS (LESS INTERCOMPANY TRANSFERS)
| Case Number |
Debtor |
Total Receipts | Less Intercompany Transfers: (Specify To Which Debtor or Non-Debtor Funds are being Transferred) |
Net Receipts | ||||||||||
|
081-20-12211 |
GARRETT ASASCO INC. | $ | — | $ | — | $ | — | |||||||
|
081-20-12212 |
GARRETT MOTION INC. | $ | — | $ | — | $ | — | |||||||
|
081-20-12213 |
BRH LLC | $ | — | $ | — | $ | — | |||||||
|
081-20-12214 |
CALVARI LIMITED | $ | — | $ | — | $ | — | |||||||
|
081-20-12215 |
FRICTION MATERIALS LLC | $ | — | $ | — | $ | — | |||||||
|
081-20-12216 |
GARRETT BORROWING LLC | $ | — | $ | — | $ | — | |||||||
|
081-20-12217 |
GARRETT HOLDING COMPANY S.A.R.L. | $ | — | $ | — | $ | — | |||||||
|
081-20-12218 |
GARRETT LX I S.A.R.L. | $ | — | $ | — | $ | — | |||||||
|
081-20-12219 |
GARRETT LX II S.A.R.L. | $ | — | $ | — | $ | — | |||||||
|
081-20-12220 |
GARRETT LX III S.A.R.L. |
$ | — | $ | — | $ | — | |||||||
|
081-20-12221 |
GARRETT MOTION AUSTRALIA PTY LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12222 |
GARRETT MOTION AUTOMOTIVE RESEARCH MEXICO |
$ | — | $ | — | $ | — | |||||||
|
081-20-12223 |
GARRETT MOTION HOLDINGS INC. |
$ | — | $ | — | $ | — | |||||||
|
081-20-12224 |
GARRETT MOTION HOLDINGS II INC. |
$ | — | $ | — | $ | — | |||||||
|
081-20-12225 |
GARRETT MOTION INTERNATIONAL S |
$ | — | $ | — | $ | — | |||||||
|
081-20-12226 |
GARRETT MOTION IRELAND A LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12227 |
GARRETT MOTION IRELAND B LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12228 |
GARRETT MOTION IRELAND C LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12229 |
GARRETT MOTION IRELAND LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12230 |
GARRETT MOTION ITALIA S.R.L. |
$ | — | $ | — | $ | — | |||||||
|
081-20-12231 |
GARRETT MOTION JAPAN INC. |
$ | 14,821,586 | $ | 1,927,154 | $ | 12,894,433 | |||||||
|
081-20-12232 |
GARRETT MOTION LLC |
$ | — | $ | — | $ | — | |||||||
|
081-20-12233 |
GARRETT MOTION MEXICO, SOCIEDAD |
$ | 2,717,330 | $ | 2,717,330 | $ | — | |||||||
|
081-20-12234 |
GARRETT MOTION ROMANIA S.A.R.L. |
$ | — | $ | — | $ | — | |||||||
|
081-20-12235 |
GARRETT MOTION SRL |
$ | 119,008,218 | $ | — | $ | 119,008,218 | |||||||
|
081-20-12236 |
GARRETT MOTION SLOVAKIA S.R.O. |
$ | — | $ | — | $ | — | |||||||
|
081-20-12237 |
GARRETT MOTION SWITZERLAND HOLDINGS SARL |
$ | — | $ | — | $ | — | |||||||
|
081-20-12238 |
GARRETT MOTION UK A LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12239 |
GARRETT MOTION UK B LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12240 |
GARRETT MOTION UK C LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12241 |
GARRETT MOTION UK D LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12242 |
GARRETT MOTION UK LIMITED |
$ | — | $ | — | $ | — | |||||||
|
081-20-12243 |
GARRETT TRANSPORTATION I INC. |
$ | 34,035,492 | $ | — | $ | 34,035,492 | |||||||
|
081-20-12244 |
GARRETT TRANSPORTATION SYSTEMS UK LTD |
$ | — | $ | — | $ | — | |||||||
|
081-20-12245 |
GARRETT TRANSPORTATION SYSTEMS UK II LTD |
$ | — | $ | — | $ | — | |||||||
|
081-20-12246 |
GARRETT TS LTD |
$ | — | $ | — | $ | — | |||||||
|
081-20-12247 |
GARRETT TURBO LTD |
$ | — | $ | — | $ | — | |||||||
|
|
|
|
|
|
|
|||||||||
| GRAND TOTALS: | $ | 170,582,626 | $ | 4,644,483 | $ | 165,938,143 | ||||||||
|
|
|
|
|
|
|
|||||||||
6
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR-1b: Schedule of Cash Disbursements
($USD Whole Dollars)
| GARRETT MOTION & RELATED DEBTORS: |
||||||||||||||
| SCHEDULE OF CASH DISBURSEMENTS (LESS INTERCOMPANY TRANSFERS) |
|
|||||||||||||
| Case Number |
Debtor |
Disbursements: | Less Intercompany Transfers: (Specify To Which Debtor or Non- Debtor Funds are being Transferred) |
Total Disbursements (for quarterly fee purposes): |
||||||||||
|
081-20-12211 |
GARRETT ASASCO INC. | $ | — | $ | — | $ | — | |||||||
|
081-20-12212 |
GARRETT MOTION INC. | $ | 1,735,899 | $ | — | $ | 1,735,899 | |||||||
|
081-20-12213 |
BRH LLC | $ | — | $ | — | $ | — | |||||||
|
081-20-12214 |
CALVARI LIMITED | $ | — | $ | — | $ | — | |||||||
|
081-20-12215 |
FRICTION MATERIALS LLC | $ | — | $ | — | $ | — | |||||||
|
081-20-12216 |
GARRETT BORROWING LLC | $ | — | $ | — | $ | — | |||||||
|
081-20-12217 |
GARRETT HOLDING COMPANY S.A.R.L. | $ | — | $ | — | $ | — | |||||||
|
081-20-12218 |
GARRETT LX I S.A.R.L. | $ | — | $ | — | $ | — | |||||||
|
081-20-12219 |
GARRETT LX II S.A.R.L. | $ | — | $ | — | $ | — | |||||||
|
081-20-12220 |
GARRETT LX III S.A.R.L. | $ | 3,316,775 | $ | — | $ | 3,316,775 | |||||||
|
081-20-12221 |
GARRETT MOTION AUSTRALIA PTY LIMITED | $ | 291,532 | $ | — | $ | 291,532 | |||||||
|
081-20-12222 |
GARRETT MOTION AUTOMOTIVE RESEARCH MEXICO | $ | 623,368 | $ | — | $ | 623,368 | |||||||
|
081-20-12223 |
GARRETT MOTION HOLDINGS INC. | $ | — | $ | — | $ | — | |||||||
|
081-20-12224 |
GARRETT MOTION HOLDINGS II INC. | $ | — | $ | — | $ | — | |||||||
|
081-20-12225 |
GARRETT MOTION INTERNATIONAL S | $ | 899,077 | $ | — | $ | 899,077 | |||||||
|
081-20-12226 |
GARRETT MOTION IRELAND A LIMITED | $ | — | $ | — | $ | — | |||||||
|
081-20-12227 |
GARRETT MOTION IRELAND B LIMITED | $ | — | $ | — | $ | — | |||||||
|
081-20-12228 |
GARRETT MOTION IRELAND C LIMITED | $ | — | $ | — | $ | — | |||||||
|
081-20-12229 |
GARRETT MOTION IRELAND LIMITED | $ | 3,718,263 | $ | — | $ | 3,718,263 | |||||||
|
081-20-12230 |
GARRETT MOTION ITALIA S.R.L. | $ | 358,842 | $ | — | $ | 358,842 | |||||||
|
081-20-12231 |
GARRETT MOTION JAPAN INC. | $ | 8,872,786 | $ | — | $ | 8,872,786 | |||||||
|
081-20-12232 |
GARRETT MOTION LLC | $ | — | $ | — | $ | — | |||||||
|
081-20-12233 |
GARRETT MOTION MEXICO, SOCIEDAD | $ | 3,902,790 | $ | — | $ | 3,902,790 | |||||||
|
081-20-12234 |
GARRETT MOTION ROMANIA S.A.R.L. | $ | 3,179,852 | $ | — | $ | 3,179,852 | |||||||
|
081-20-12235 |
GARRETT MOTION SRL | $ | 150,774,095 | $ | 4,644,483 | $ | 146,129,612 | |||||||
|
081-20-12236 |
GARRETT MOTION SLOVAKIA S.R.O. | $ | 4,952,366 | $ | — | $ | 4,952,366 | |||||||
|
081-20-12237 |
GARRETT MOTION SWITZERLAND HOLDINGS SARL | $ | — | $ | — | $ | — | |||||||
|
081-20-12238 |
GARRETT MOTION UK A LIMITED | $ | — | $ | — | $ | — | |||||||
|
081-20-12239 |
GARRETT MOTION UK B LIMITED | $ | — | $ | — | $ | — | |||||||
|
081-20-12240 |
GARRETT MOTION UK C LIMITED | $ | — | $ | — | $ | — | |||||||
|
081-20-12241 |
GARRETT MOTION UK D LIMITED | $ | — | $ | — | $ | — | |||||||
|
081-20-12242 |
GARRETT MOTION UK LIMITED | $ | 373,994 | $ | 0 | $ | 373,994 | |||||||
|
081-20-12243 |
GARRETT TRANSPORTATION I INC. | $ | 2,813,218 | $ | — | $ | 2,813,218 | |||||||
|
081-20-12244 |
GARRETT TRANSPORTATION SYSTEMS UK LTD | $ | — | $ | — | $ | — | |||||||
|
081-20-12245 |
GARRETT TRANSPORTATION SYSTEMS UK II LTD | $ | — | $ | — | $ | — | |||||||
|
081-20-12246 |
GARRETT TS LTD | $ | — | $ | — | $ | — | |||||||
|
081-20-12247 |
GARRETT TURBO LTD | $ | — | $ | — | $ | — | |||||||
|
|
|
|
|
|
|
|||||||||
| GRAND TOTALS: | $ | 185,812,857 | $ | 4,644,483 | $ | 181,168,374 | ||||||||
|
|
|
|
|
|
|
|||||||||
7
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR-1c: Bank Account Information
| # |
Account # (Last 4 Digits) |
Debtor |
Bank |
Balance as of Nov 30, 2020 |
||||||
| 1 |
2684 | Garrett Motion Mexico S.A. de C.V | Banco Bilbao Vizcaya Argentaria S.A. | $ | 2,537,722 | |||||
| 2 |
7183 | Garrett Motion Sarl | Banque Cantonale Vaudoise | $ | 0 | |||||
| 3 |
7184 | Garrett Motion Sarl | Banque Cantonale Vaudoise | $ | 0 | |||||
| 4 |
7182 | Garrett Motion Sarl | Banque Cantonale Vaudoise | $ | 0 | |||||
| 5 |
5215 | Garrett Motion UK Limited | Barclays Bank PLC | $ | 396,545 | |||||
| 6 |
5818 | Garrett Motion UK Limited | Barclays Bank PLC | $ | 0 | |||||
| 7 |
0019 | Garrett Motion UK Limited | Barclays Bank PLC | $ | 0 | |||||
| 8 |
2001 | Garrett Motion Sarl | Basellandschaftliche Kantonalbank | $ | 0 | |||||
| 9 |
2004 | Garrett Motion Sarl | BNP Paribas SA | $ | 345,316 | |||||
| 10 |
2006 | Garrett Motion Sarl | BNP Paribas SA | $ | 551,039 | |||||
| 11 |
2001 | Garrett Motion Sarl | BNP Paribas SA | $ | 924,850 | |||||
| 12 |
2002 | Garrett Motion Sarl | BNP Paribas SA | $ | 54,398 | |||||
| 13 |
9001 | Garrett Motion Sarl | BNP Paribas SA | $ | 0 | |||||
| 14 |
2005 | Garrett Motion Sarl | BNP Paribas SA | $ | 1,084,056 | |||||
| 15 |
2007 | Garrett Motion Sarl | BNP Paribas SA | $ | 547 | |||||
| 16 |
1289 | Garrett Motion Italia S.r.l. | BNP Paribas SA | $ | 596,203 | |||||
| 17 |
0173 | Garrett Motion International Services S.r.l | BNP Paribas SA | $ | 6,696 | |||||
| 18 |
1001EUR | Garrett Motion International Services S.r.l | BNP Paribas SA | $ | 238,481 | |||||
| 19 |
1001RON | Garrett Motion International Services S.r.l | BNP Paribas SA | $ | 1,224,170 | |||||
| 20 |
1002 | Garrett Motion International Services S.r.l | BNP Paribas SA | $ | 1,224,170 | |||||
| 21 |
0001EUR | Garrett Motion Romania S.r.l. | BNP Paribas SA | $ | 1,192,407 | |||||
| 22 |
0004 | Garrett Motion Romania S.r.l. | BNP Paribas SA | $ | 0 | |||||
| 23 |
0001RON | Garrett Motion Romania S.r.l. | BNP Paribas SA | $ | 734,502 | |||||
| 24 |
0002 | Garrett Motion Romania S.r.l. | BNP Paribas SA | $ | 2,448,340 | |||||
| 25 |
5388 | Garrett Motion Sarl | Citibank N.A. | $ | 29,925,134 | |||||
| 26 |
7010 | Garrett Motion Sarl | Citibank N.A. | $ | 113,034,607 | |||||
| 27 |
8025 | Garrett Motion Ireland A Limited | Citibank N.A. | $ | 11,924 | |||||
| 28 |
9048 | Garrett Motion Ireland Limited | Citibank N.A. | $ | 2,981,017 | |||||
| 29 |
2008 | Garrett Motion Automotive Research Mexico S. de R.L. de C.V | Citibank N.A. | $ | 35,469 | |||||
| 30 |
5837 | Garrett Motion Mexico S.A. de C.V | Citibank N.A. | $ | 1,279 | |||||
| 31 |
9008 | Garrett Motion Mexico S.A. de C.V | Citibank N.A. | $ | 6,958 | |||||
| 32 |
4445 | Garrett Motion Mexico S.A. de C.V | Citibank N.A. | $ | 384,029 | |||||
| 33 |
0001 | Garrett Motion Slovakia s.r.o. | Citibank N.A. | $ | 2,981,017 | |||||
| 34 |
0108 | Garrett Motion Slovakia s.r.o. | Citibank N.A. | $ | 596,203 | |||||
| 35 |
2629 | Garrett Motion International Services S.r.l | Citibank N.A. | $ | 8,483 | |||||
| 36 |
8719 | Garrett Motion Sarl | Deutsche Bank AG | $ | 0 | |||||
| 37 |
8775 | Garrett Motion Sarl | Deutsche Bank AG | $ | 1,715,230 | |||||
| 38 |
8737 | Garrett Motion Sarl | Deutsche Bank AG | $ | 961,950 | |||||
| 39 |
32500 | Garrett Motion Japan, Inc. | Deutsche Bank AG | $ | 99,805 | |||||
| 40 |
30000 | Garrett Motion Japan, Inc. | Deutsche Bank AG | $ | 672,550 | |||||
8
| # |
Account # (Last 4 Digits) |
Debtor |
Bank |
Balance as of Nov 30, 2020 |
||||||
| 41 |
9945 | Garrett Motion Australia Pty Limited | JP Morgan Chase Bank N.A. | $ | 2,547,657 | |||||
| 42 |
2161 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 46,505 | |||||
| 43 |
2180 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 7,780,405 | |||||
| 44 |
2176 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 31,653,235 | |||||
| 45 |
2177 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 3,366,014 | |||||
| 46 |
2178 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 2,925,000 | |||||
| 47 |
2181 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 6,849,031 | |||||
| 48 |
5385 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 6,223 | |||||
| 49 |
2183 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 10,914,569 | |||||
| 50 |
2184 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 3,645,018 | |||||
| 51 |
2179 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 2,136,132 | |||||
| 52 |
2182 | Garrett Motion Sarl | JP Morgan Chase Bank N.A. | $ | 24,192,904 | |||||
| 53 |
2374 | Garrett TS Ltd | JP Morgan Chase Bank N.A. | $ | 5,607 | |||||
| 54 |
6324 | Garrett Transportation Systems Ltd | JP Morgan Chase Bank N.A. | $ | 6,516 | |||||
| 55 |
2658 | Garrett Motion Ireland B Limited | JP Morgan Chase Bank N.A. | $ | 5,653 | |||||
| 56 |
9470 | Garrett Motion Japan, Inc. | JP Morgan Chase Bank N.A. | $ | 29,062,790 | |||||
| 57 |
1878 | Garrett LX I S.a.r.l. | JP Morgan Chase Bank N.A. | $ | 11,551 | |||||
| 58 |
0975 | Garrett LX I S.a.r.l. | JP Morgan Chase Bank N.A. | $ | 10,901 | |||||
| 59 |
1879 | Garrett LX II S.a.r.l. | JP Morgan Chase Bank N.A. | $ | 11,553 | |||||
| 60 |
1880 | Garrett LX III S.a.r.l. | JP Morgan Chase Bank N.A. | $ | 319,261 | |||||
| 61 |
2372 | Garrett LX III S.a.r.l. | JP Morgan Chase Bank N.A. | $ | 321,210 | |||||
| 62 |
6604 | Garrett Motion Mexico S.A. de C.V | JP Morgan Chase Bank N.A. | $ | 0 | |||||
| 63 |
2487 | Garrett ASASCO Inc | JP Morgan Chase Bank N.A. | $ | 49,579 | |||||
| 64 |
6395 | Garrett ASASCO Inc | JP Morgan Chase Bank N.A. | $ | 678,235 | |||||
| 65 |
0270 | Friction Materials LLC | JP Morgan Chase Bank N.A. | $ | 13,879 | |||||
| 66 |
2476 | Garrett Transportation I Inc. | JP Morgan Chase Bank N.A. | $ | 19,039,676 | |||||
| 67 |
9557 | Garrett Transportation I Inc. | JP Morgan Chase Bank N.A. | $ | 30,485,844 | |||||
| 68 |
7182 | Garrett Transportation I Inc. | JP Morgan Chase Bank N.A. | $ | 1,113,107 | |||||
| 69 |
8578 | Garrett Motion Inc. | JP Morgan Chase Bank N.A. | $ | 125,426,442 | |||||
| 70 |
10000 | Garrett Motion Japan, Inc. | Mitsubishi UFJ, LTD | $ | 1,203,847 | |||||
| 71 |
7001 | Garrett Motion Sarl | Société Générale S.A | $ | 0 | |||||
| 72 |
7271 | Garrett Motion Japan, Inc. | Sumitomo Mitsui Banking Corporation | $ | 645,113 | |||||
| 73 |
0539 | Garrett Motion International Services S.r.l | Türk Ekonomi Bankası | $ | 103 | |||||
| 74 |
9341 | Garrett Motion International Services S.r.l | Türk Ekonomi Bankası | $ | 27,564 | |||||
| 75 |
0492 | Garrett Motion International Services S.r.l | Türk Ekonomi Bankası | $ | 0 | |||||
| 76 |
201R | Garrett Holding Company Sarl | UBS AG | $ | 19,310 | |||||
| 77 |
000Z | Garrett Motion Sarl | UBS AG | $ | 22,687 | |||||
| 78 |
7MOM | Garrett Motion Sarl | UBS AG | $ | 9,930 | |||||
| 79 |
902W | Garrett Motion Sarl | UBS AG | $ | 23,141 | |||||
| 80 |
9AUT | Garrett Motion Sarl | UBS AG | $ | 10,974 | |||||
| 81 |
9AZB | Garrett Motion Sarl | UBS AG | $ | 34,110 | |||||
| 82 |
9CBH | Garrett Motion Sarl | UBS AG | $ | 11,754 | |||||
| 83 |
961Y | Garrett Motion Sarl | UBS AG | $ | 74 | |||||
| 84 |
962B | Garrett Motion Sarl | UBS AG | $ | 17,831 | |||||
| 85 |
460G | Garrett Motion Switzerland Holdings Sarl | UBS AG | $ | 25,002 | |||||
| 86 |
2438 | Garrett Motion Sarl | Unicredit Bank AG | $ | 168,789 | |||||
| 87 |
0245 | Garrett Motion Sarl | Unicredit Bank AG | $ | 194,925 | |||||
| 88 |
2678 | Garrett Motion Sarl | Unicredit Bank AG | $ | 200,976 | |||||
9
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR 2: Statement of Operations – Year To Date Ended November 21, 2020
| (Thousands of U.S. Dollars) |
||||
| Consolidated Debtor Amounts - YTD November 21, 2020 |
||||
| Net Sales |
$ | 1,987,651 | ||
| Cost of goods sold |
1,635,166 | |||
|
|
|
|||
| Gross Profit |
352,485 | |||
| Selling, general & administrative expenses |
221,536 | |||
|
|
|
|||
| Operating profit (loss) |
130,949 | |||
| Other (income)/expense |
44,939 | |||
|
|
|
|||
| Earnings Before Interest & Taxes |
86,010 | |||
| Interest expense |
70,157 | |||
| Non-operating (income)/expense |
-136,188 | |||
| Reorganization items - net |
58,288 | |||
|
|
|
|||
| Income before taxes |
93,753 | |||
| Tax Expense |
-7,456 | |||
|
|
|
|||
| Net Income (Loss) |
$ | 101,209 | ||
|
|
|
|||
10
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR 3 – Consolidated Debtor Balance Sheet as of November 21, 2020
| (Thousands of U.S. Dollars) |
||||
| Book Value - Year to Date November Nov 21, 2020 |
||||
| Cash and cash equivalents |
$ | 455,194 | ||
| Accounts, notes and other receivables - net |
477,229 | |||
| Inventories- net |
161,849 | |||
| Other current Assets |
88,311 | |||
|
|
|
|||
| Total current assets |
1,182,583 | |||
| Investments and long-term receivables |
10,512 | |||
| Property, plant and equipment- net |
312,975 | |||
| Deferred income taxes assets |
233,665 | |||
| Goodwill |
196,986 | |||
| Other long-term assets |
96,876 | |||
|
|
|
|||
| Total Assets |
$ | 2,033,597 | ||
|
|
|
|||
| Accounts payable |
$ | 518,086 | ||
| Borrowings under revolving credit facility |
370,000 | |||
|
Debtor-in-possession Term Loan |
200,000 | |||
| Obligations payable to Honeywell, current |
40,829 | |||
| Accrued liabilities |
496,995 | |||
|
|
|
|||
| Total current liabilities |
1,625,910 | |||
| Long-term debt |
1,474,386 | |||
| Deferred income taxes |
18,669 | |||
| Obligations payable to Honeywell |
1,392,504 | |||
| Other liabilities |
201,809 | |||
|
|
|
|||
| Total liabilities |
4,713,278 | |||
| Additional paid-in capital |
0 | |||
| Invested Equity |
-2,741,214 | |||
| Other Comprehensive Income (Loss) |
61,533 | |||
|
|
|
|||
| Total Shareholders’ Equity |
-2,679,681 | |||
|
|
|
|||
| Total Liabilities & Equity |
$ | 2,033,597 | ||
|
|
|
|||
11
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR-4a: Status of Post-Petition Taxes
Office of the United States Trustee
Subject: November Monthly Operating Report Attestation Regarding Post-petition Taxes
The Debtor, Garrett Motion Inc. 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/ Sean Deason |
||
| Sean Deason | ||
| Chief Financial Officer |
12
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR-4b: Post-Petition Accounts Payable Aging
November 21, 2020
(Thousands of U.S. Dollars)
| Accounts Payable Aging |
Current |
0-30 Days |
31-60 Days |
60-90 Days |
90+ Days |
Total | ||||||
| Post Petition Trade Payables |
$188,861,201 | $2,072,649 | -$3,782,689 | -$186,027 | -$117,582 | $186,847,551 | ||||||
|
|
|
|
|
|
|
13
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR-5 – Accounts Receivable Aging
As of November 21, 2020
(Thousands of U.S. Dollars)
| Accounts Receivable Aging |
Current |
1-30 Days |
31-60 Days |
61-90 Days |
91+ Days |
Total | ||||||
| Net Accounts Receivable |
$392,440 | $3,337 | $1,358 | $397 | $1,908 | $399,439 | ||||||
|
|
|
|
|
|
|
14
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR-6 – Payments to Professionals
The objection periods for October fee statements submitted by retained professionals did not expire until after November. Therefore, there were no payments to retained professionals in the month of November.
15
| In re Garrett Motion Inc., et al., Debtors |
Case No: Reporting Period: Fed. Tax I.D No.: |
20-12212 (Jointly Administered) November 2020 82-4873189 |
MOR-7: 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 | Comments | |||||||
| 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 cancelled, 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 | To the extent authorized by the First Day Orders | |||||||
| 7 |
Are any post-petition receivables (accounts, notes or loans) due from related parties? | X | ||||||||
| 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 other post-petition taxes past due? | X | ||||||||
| 12 |
Have any pre-petition taxes been paid during this reporting period? | X | To the extent authorized by the First Day Orders | |||||||
| 13 |
Are any amounts owed to post-petition creditors delinquent? | X | ||||||||
| 14 |
Are any wage payments past due? | X | ||||||||
| 15 |
Have any post-petition loans been received by the Debtor from any party? | X | ||||||||
| 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 | ||||||||
16