UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Boston Generating, LLC, et al. Debtor Reporting Period: 12/1/10 to 12/31/10 Federal Tax I.D. # 80-0070631 CORPORATE MONTHLY OPERATING REPORT File with the Court and submit a copy to the United States Trustee within 30 days after the end of the month and submit a copy of the report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Document Explanation Attached Attached Schedule of Cash Receipts MOR-1a Schedule of Cash Disbursements MOR-1b Bank Reconciliation (or copies of debtor's bank reconciliations) MOR-1c Copies of bank statements Cash disbursements journals Statement of Operations MOR-2 Balance Sheet MOR-3 Status of Post-petition Taxes MOR-4 Copies of IRS Form 6123 or payment receipt Copies of tax returns filed during reporting period Summary of Unpaid Post-petition Debts MOR-4 Listing of Aged Accounts Payable Accounts Receivable Reconciliation and Aging MOR-5 Taxes Reconciliation and Aging Payments to Insiders and Professional MOR-6 Post Petition Status of Secured Notes, Leases Payable MOR-6 Debtor Questionnaire MOR-7 I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief. /s/ Richard V. Brunson Date: January 28, 2011 Richard V. Brunson Vice President of EBG Holdings LLC
NOTES TO THE MONTHLY OPERATING REPORT The report includes activity from the following Debtors in these chapter 11 cases, along with the related case numbers: Boston Generating, LLC ("BOS") EBG Holdings LLC ("EBG") Fore River Development, LLC ("FRD") Mystic I, LLC ("MYS") Mystic Development, LLC ("MYD") BG New England Power Services, Inc. ("NEP") BG Boston Services, LLC ("BSV") Debtor Case No. 10-14419 (SCC) 10-14417 (SCC) 10-14420 (SCC) 10-14421 (SCC) 10-14422 (SCC) 10-14423 (SCC) 10-14424 (SCC) General Notes: The financial statements and supplemental information contained herein are preliminary, unaudited, and may not comply in all material respects with accounting principles generally accepted in the United States of America ("GAAP"). The unaudited consolidated financial statements have been derived from the books and records of Boston Generating, LLC and its affiliated debtors. As the financial information contained herein is presented on a preliminary and unaudited basis, it remains subject to future adjustment. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the results of operations and financial position of the Debtors in the future. MOR- 1a As described in the Debtors' motion to approve their cash management system, cash is received by Boston Generating, LLC, consistent with the Debtors' cash management practice. Cash receipts related to transfers among the Debtor entities are not included in this schedule. MOR -1b As described in the Debtors' motion to approve their cash management system, certain cash disbursements are made by Boston Generating, LLC on behalf of its related debtor entities, consistent with the Debtors' cash management practice. Cash disbursements in this schedule are reported under the entity that incurred the liability being satisfied. MOR -1c All amounts listed are the bank balances as of December 31, 2010. Bank statements are available upon request. MOR-2 A consolidated income statement for EBG Holdings LLC and its subsidiaries is included. A consolidating income statement is available upon request. "Interest expense, net" reflects the expense associated with adequate protection payments of interest and fees to the first lien lenders, in accordance with the order of the Bankruptcy Court authorizing use of cash collateral. "Reorganization items, net" reflects direct and incremental costs of administering the Debtors' bankruptcy cases, such as professional fees.
NOTES TO THE MONTHLY OPERATING REPORT MOR-2 (continued) Income taxes are typically recorded on a quarterly basis. At the time of this filing, the year-end income tax provision was not completed and, therefore, no amounts are reported for income taxes in this report. The Debtors are included in the consolidated income tax returns of US Power Generating Company, the non-debtor parent entity. MOR-3 A consolidated balance sheet for EBG Holdings LLC and its subsidiaries is included. A consolidating balance sheet is available upon request. MOR-4 The Debtors are paying all undisputed post petition taxes as they come due. The accounts payable aging provided only reflects post-petition payables included in the Debtors' accounts payable system as of December 31, 2010 and does not reflect all post-petition accrued expenses. The Debtors believe that all undisputed postpetition accounts payable have been paid under the Debtors' terms and conditions. Payment of certain post-petition payables that are included on invoices that may also include pre-petition liabilities are disputed until proof of the post-petition amount is obtained. MOR-6 Ordinary course transfers between the Debtors are not included in this schedule. Payments made on behalf of employees considered insiders for certain benefits, such as premiums for medical or dental insurance, have not been included in this schedule. Payments listed for Managers/Directors are for Manager/Director fees and business travel expense reimbursements. The payment made to Anderson Kill & Olick PC was subsequently refunded, as the amount due was applied against their retainer. In accordance with the order of the Bankruptcy Court authorizing use of cash collateral, the Debtors have made adequate protection payments of interest and fees to the first lien lenders. For purposes of reporting interest related payments, only Credit Suisse Cayman Islands Branch, as administrative agent for the first lien lenders, is listed. Professional fees have also been paid to the first lien lenders' professionals, Capstone Corporate Recovery and Wachtell Lipton Rosen & Katz. MOR-7 Any insurance policies that expired during the period were renewed upon expiration. The Debtors have made payments of pre-petition liabilities in accordance with orders of the Bankruptcy Court specifically authorizing payment of certain pre-petition liabilities. Based on the Debtors' cash management practices and management agreements, amounts due to/from related Debtor entities are created in the ordinary course of business. The Debtors have not entered into agreements for debtor-in-possession (DIP) financing.
MOR-1a Schedule of Cash Receipts 12/01/10 to 12/31/10 Description Cash Receipts Energy sales $ 72,785,866.59 Risk management activities 10,896,000.00 Miscellaneous 1,623,392.32 Total Cash Receipts $ 85,305,258.91
MOR-1b Schedule of Cash Disbursements 12/01/10 to 12/31/10 Debtor Case No. Cash Disbursements Boston Generating, LLC 10-14419 (SCC) $ 34,706,387.23 EBG Holdings LLC 10-14417 (SCC) 146,504.32 Fore River Development, LLC 10-14420 (SCC) 25,345,689.19 Mystic I, LLC 10-14421 (SCC) 436,506.61 Mystic Development, LLC 10-14422 (SCC) 28,445,379.78 BG New England Power Services, Inc. 10-14423 (SCC) 727,018.82 BG Boston Services, LLC 10-14424 (SCC) 924,225.95 Total Cash Disbursements $ 90,731,711.90
MOR-1c BANK RECONCILIATIONS Description Entity Bank Account No. Case No. Bank statement balance Outstanding (checks) / deposits Balance at 12/31/10 Cash - end of month EBG Citi - 6718 10-14417 (SCC) $ 468,665.12 (22,500.00) 446,165.12 Cash - end of month BOS Citi - 6929 10-14419 (SCC) 741,010.68 (426,942.16) 314,068.52 Cash - end of month FRD Citi - 6339 10-14420 (SCC) 271,396.45 (227,604.41) 43,792.04 Cash - end of month MYD Citi - 6996 10-14422 (SCC) 121,989.41 (88,299.22) 33,690.19 Cash - end of month MYS Citi - 6857 10-14421 (SCC) 80,965.40 (60,424.30) 20,541.10 Cash - end of month NEP Citi - 6160 10-14423 (SCC) 20,881.61 (7,223.86) 13,657.75 Cash - end of month BSV Citi - 6224 10-14424 (SCC) 39,199.31 (22,959.55) 16,239.76 Cash - end of month BOS US Bank - -001 10-14419 (SCC) 28,943,111.70-28,943,111.70 Cash - end of month BOS US Bank - -050 10-14419 (SCC) 26,111,207.70-26,111,207.70 Cash - end of month BOS US Bank - -064 10-14419 (SCC) 152,385.00-152,385.00 Petty cash FRD Cash on hand 10-14420 (SCC) 500.00 Petty cash MYD Cash on hand 10-14422 (SCC) 500.00 Petty cash MYS Cash on hand 10-14421 (SCC) 500.00 Petty cash BOS Cash on hand 10-14419 (SCC) 1,500.00 Balance on 12/31/2010 $ 56,950,812.38 (855,953.50) 56,097,858.88
MOR-2 EBG HOLDINGS LLC AND SUBSIDIARIES (DEBTORS-IN-POSSESSION) Consolidated Income Statement (in thousands) UNAUDITED Period 12/01/10 to 12/31/10 Revenues $ 92,373 Operating expenses Total fuel and purchased power 75,801 Operation and maintenance 4,917 General and administrative 2,156 Taxes other than income 1,846 Depreciation 6,475 Total operating expenses 91,195 Operating income / (loss) 1,178 Interest expense, net 6,442 Reorganization items, net 4,282 Net income / (loss) before income taxes (9,546) Income tax expense / (benefit) - Net income / (loss) $ (9,546)
MOR-3 EBG HOLDINGS LLC AND SUBSIDIARIES (DEBTORS-IN-POSSESSION) Consolidated Balance Sheet (In thousands) UNAUDITED December 31, Assets 2010 Current assets: Cash and cash equivalents $ 56,098 Accounts receivable 60,399 Fuel inventory and materials and supplies 17,193 Prepaid expenses and other current assets 24,125 Total current assets 157,815 Property, plant, and equipment, net 1,010,552 Other assets: Emissions allowances, net 14,286 Other intangible assets, net 63,119 Other long-term assets 89 Total assets $ 1,245,861 Liabilities and Members Equity Liabilities Not Subject to Compromise Current liabilities: Account payable and accrued expenses $ 87,384 Other current liabilities 311 Deferred tax liabilities 8,262 Total current liabilities 95,957 Other liabilities: Deferred tax liabilities 54,563 Asset retirement obligation 4,321 Other long-term liabilities 25,317 Total other liabilities 84,201 Liabilities Subject to Compromise Account payable and accrued expenses 31,634 Long-term debt 1,891,058 Total liabilities 2,102,850 Members equity (856,989) Total liabilities and members equity $ 1,245,861
MOR-4 Entity Post-Petition Accounts Payable Aged Invoice Report Case No. Balance at 12/31/10 Current Mystic I, LLC 10-14421 (SCC) $ 2,497.81 2,497.81 - - - - Mystic Development, LLC 10-14422 (SCC) 24,355.52 10,246.09 13,790.68 - - 318.75 Fore River Development, LLC 10-14420 (SCC) 2,815.80 2,815.80 - - - - Boston Generating, LLC 10-14419 (SCC) 1,377,986.56 139,821.97 801,686.50 436,478.09 - - $ 1,407,655.69 155,381.67 815,477.18 436,478.09 0.00 318.75 30 Days 60 Days 90 Days 120 Days
MOR-5 ACCOUNTS RECEIVABLE Description Entity Case No. Balance at 12/31/10 Wholesale Electricity A/R FRD 10-14420 (SCC) $ 17,923,617.42 Wholesale Electricity A/R MYD 10-14422 (SCC) 36,526,563.89 Wholesale Electricity A/R MYS 10-14421 (SCC) 5,922,790.22 Other Accounts Receivable FRD 10-14420 (SCC) 6,533.28 Other Accounts Receivable MYS 10-14421 (SCC) 14,693.41 Other Accounts Receivable MYD 10-14422 (SCC) $ 5,002.26 60,399,200.48
MOR-6 PAYMENTS TO INSIDERS AND PROFESSIONALS Name Entity Case No. Paid 12/01/10 to 12/31/10 USPG Power Services Inc. - Affiliate BOS 10-14419 (SCC) $ 1,498,133.33 Paul Hamilton - Officer BOS 10-14419 (SCC) 22,767.55 James Calandra - Manager/Director EBG 10-14417 (SCC) 10,000.00 Eugene I. Davis - Manager/Director EBG 10-14417 (SCC) 10,000.00 Michael J. Beck - Manager/Director EBG 10-14417 (SCC) 35,900.59 William H Wolf - Manager/Director EBG 10-14417 (SCC) 90,028.73 Total Insiders 1,666,830.20 Anderson Kill & Olick PC BOS 10-14419 (SCC) 5,305.10 FTI Consulting Inc. BOS 10-14419 (SCC) 223,294.94 Latham & Watkins LLP BOS 10-14419 (SCC) 3,942,509.62 The Garden City Group Inc. BOS 10-14419 (SCC) 391,438.35 Goldin Associates LLC - UCC Financial Advisor BOS 10-14419 (SCC) 211,687.13 Jager Smith PC - UCC Counsel BOS 10-14419 (SCC) 381,892.50 Total Professionals 5,156,127.64 Total $ 6,822,957.84 POST-PETITION SECURED NOTES PAYMENTS Name of creditor Entity Case No. Paid 12/01/10 to 12/31/10 Credit Suisse Cayman Islands - Interest & fees BOS 10-14419 (SCC) $ 6,526,854.17 Capstone Corporate Recovery BOS 10-14419 (SCC) 180,823.31 Wachtell Lipton Rosen & Katz BOS 10-14419 (SCC) $ 635,820.14 7,343,497.62
MOR-7 DEBTOR QUESTIONNAIRE Must be completed each month. If the answer to any of the questions is "Yes", Yes No provide a detailed explanation of each item. Attach additional sheets if necessary. 1. Have any assets been sold or transferred outside the normal course of business this reporting period? 2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? 3. Is debtor delinquent in the timely filing of any post-petition tax returns? 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? 5. Is the debtor delinquent in paying any insurance premium payment? 6. Have any payments been made on pre-petition liabilities this reporting period? 7. Are any post petition receivables (accounts, notes or loans) due from related parties? 8. Are any post petition payroll taxes past due? 9. Are any post petition State or Federal income taxes past due? 10. Are any post petition real estate taxes past due? 11. Are any post petition taxes past due? 12. Have any pre-petition taxes been paid during this reporting period? 13. Are any amounts owed to post petition creditors delinquent? 14. Are any wage payment past due? 15. Have any post petition loans been received by the debtor from any party? 16. Is the debtor delinquent in paying any U.S. Trustee fees? 17. Is the debtor delinquent with any court ordered payments to attorneys or other professionals? 18. Have the owners or shareholders received any compensation outside of the normal course of the business?