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Full title: Periodic Report Regarding Value, Operations and Profitability of Entities in Which the Estate of Bestwall LLC Holds a Substantial or Controlling Interest filed by Garland S. Cassada on behalf of Bestwall LLC. (Cassada, Garland) (Entered: 05/19/2021)

Document posted on May 18, 2021 in the bankruptcy, 11 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

This is the Periodic Report as of December 31, 2020 on the value, operations, and profitability of those entities (each, a “Controlled Non-Debtor Entity”) in which the estate of Bestwall LLC, as debtor and debtor in possession in the above-captioned chapter 11 case (the “Debtor”), holds a substantial or controlling interest, as required by Bankruptcy Rule 2015.3.Exhibit C describes claims between each Controlled Non-Debtor Entity and any other Controlled Non-Debtor Entity.Non-Debtor Entity and (i) the Debtor or (ii) any other Controlled Non-Debtor Entity.As further described in the Declaration of Tyler Woolson in Support of First Day Pleadings [Docket No. 2], PlasterCo—together with its wholly owned subsidiaries, PlasterCo Canada and BRRC—develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Exhibit E Description of Payments by Each Controlled Non-Debtor Entity of Claims, Administrative Expenses or Professional Fees Otherwise Payable by the Debtor No payments otherwise payable by the Debtor have been paid by Controlled Non-Debtor Entities, and the Controlled Non-Debtor Entities have not incurred any obligations to make such payments.

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Document Contents

UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF NORTH CAROLINA CHARLOTTE DIVISION In re Chapter 11 BESTWALL LLC,1 Case No. 17-31795 (LTB) Debtor. PERIODIC REPORT REGARDING VALUE, OPERATIONS AND PROFITABILITY OF ENTITIES IN WHICH THE ESTATE OF BESTWALL LLC HOLDS A SUBSTANTIAL OR CONTROLLING INTEREST This is the Periodic Report as of December 31, 2020 on the value, operations, and profitability of those entities (each, a “Controlled Non-Debtor Entity”) in which the estate of Bestwall LLC, as debtor and debtor in possession in the above-captioned chapter 11 case (the “Debtor”), holds a substantial or controlling interest, as required by Bankruptcy Rule 2015.3. For purposes of this Periodic Report, the term “Debtor” shall include the Debtor’s estate. The Debtor holds a substantial or controlling interest, either directly or indirectly, in the following Controlled Non-Debtor Entities:
Table 1 on page 1. Back to List of Tables
NAME OF ENTITY INTEREST OF
THE ESTATE
NATURE OF OWNERSHIP
GP Industrial Plasters LLC
(“PlasterCo”)
100% Directly owned by the Debtor
Industrial Plasters Canada
ULC (“PlasterCo Canada”)
100% Wholly owned subsidiary of
PlasterCo, and indirectly owned
and controlled by the Debtor
through its ownership interest in
PlasterCo
Blue Rapids Railway
Company LLC (“BRRC”)
100% Wholly owned subsidiary of
PlasterCo, and indirectly owned
and controlled by the Debtor
through its ownership interest in
PlasterCo
1 The last four digits of the Debtor’s taxpayer identification number are 5815. The Debtor’s address is 133 Peachtree Street, N.E., Atlanta, Georgia 30303.

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This Periodic Report consists of one report for all of the Controlled Non-Debtor Entities listed above. The Periodic Report consists of five exhibits, which set forth the following information: Exhibit A contains (i) an unaudited consolidated balance sheet of PlasterCo as of December 31, 2020; (ii) an unaudited consolidated statement of income (loss) for PlasterCo for the period July 1, 2020 through and including December 31, 2020 (the “Reporting Period”); (iii) an unaudited consolidated statement of cash flows of PlasterCo for the Reporting Period; and (iv) an unaudited consolidated statement of changes in shareholders’ or partners’ equity (deficit) for PlasterCo for the Reporting Period, along with summarized footnotes. Exhibit A also reflects the financial information of the other Controlled Non-Debtor Entities (i.e., the Debtor’s indirect subsidiaries). Exhibit B describes each Controlled Non-Debtor Entity’s business operations. Exhibit C describes claims between each Controlled Non-Debtor Entity and any other Controlled Non-Debtor Entity. Exhibit D describes how federal, state and local taxes, and any tax attributes, refunds or other benefits, have been allocated between or among each Controlled Non-Debtor Entity and (i) the Debtor or (ii) any other Controlled Non-Debtor Entity. Exhibit E describes any payment by any Controlled Non-Debtor Entity of any claims, administrative expenses or professional fees that have been or could be asserted against the Debtor, or the incurrence of any obligation to make such payments, together with the reason for the entity’s payment thereof or incurrence of any obligation with respect thereto. This Periodic Report is signed by a representative of the Debtor. The undersigned, having reviewed this Periodic Report, and being familiar with the Debtor’s financial affairs, verifies under the penalty of perjury that, to the best of her knowledge, (i) this Periodic Report and the attached exhibits are complete, accurate and truthful; and (ii) the Debtor did not cause the creation of any entity with actual deliberate intent to evade the requirements of Bankruptcy Rule 2015.3. /s/ Michele Wortmann Signature of Authorized Individual Michele Wortmann Printed Name of Authorized Individual Date May 19, 2021

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Exhibit A Financial Statements for GP Industrial Plasters LLC The consolidated financial statements for GP Industrial Plasters LLC in this Exhibit A are unaudited. The consolidated financial statements do not conform to the requirements for the presentation of financial statements of the United States’ generally accepted accounting principles (“GAAP”) and do not include all of the information and disclosures required by GAAP.

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Exhibit A-1 Balance Sheet for GP Industrial Plasters LLC as of December 31, 2020 GP INDUSTRIAL PLASTERS LLC AND SUBSIDIARIES Unaudited Consolidated Balance Sheet as of December 31, 2020(USD in thousands) ASSETS Current assets Cash and cash equivalents $                                                      644Receivable owed from Bestwall                                                    13,096Accounts receivable, net                                                    14,557Inventories                                                      6,878Current income taxes                                                          142Other current assets                                                      2,396Total current assets                                                    37,713Property, plant and equipment, net                                                    56,745Goodwill                                                    38,729Deferred income taxes                                                      6,677Right of use assets                                                            80Total assets $                                              139,944LIABILITIES AND EQUITY Current liabilities Accounts payable $                                                11,534Payable to Bestwall                                                              5Other current liabilities                                                      1,672Total current liabilities                                                   1 3,211Other liabilities                                                         3 38Equity Accumulated earnings (deficit)                                                    (5,376)Accumulated other comprehensive income (loss)                                                          (28)Additional paid in capital                                                 131,799Total equity                                                 126,395Total liabilities and equity $                                              139,944

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Exhibit A-2 Statement of Income (Loss) for GP Industrial Plasters LLC for the Period July 1, 2020 Through December 31, 2020 GP INDUSTRIAL PLASTERS LLC AND SUBSIDIARIES Unaudited Consolidated Statement of Income (Loss) for the 6‐month Period Ended December 31, 2020(USD in thousands) Sales and operating revenues $                                     50,852Costs and operating expenses Cost of sales                                        41,588 Selling, general and administrative                                          3,705Depreciation, amortization and impairments                                          2,216Gain/Loss on sale of assets                                            (117)Total costs and operating expenses                                        47,392Income (Loss)  from operations                                          3,460Interest income (expense), net                                                10Other income, net                                            (116)Income (Loss) before taxes                                          3,354Income tax expense                                              720Net income (Loss) $                                       2,634

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Exhibit A-3 Statement of Cash Flows for GP Industrial Plasters LLC for the Period July 1, 2020 Through December 31, 2020 GP INDUSTRIAL PLASTERS LLC & SUBSIDIARIES Unaudited Consolidated Cash Flow Statement for the period July 1, 2020 to December 31, 2020(USD) in thousands Cash Balance available as of July 1, 2020 $                          708Cash Inflows (Outflows) Operating  $                      2,992 Investing $                     (3,056) Financing $                           ‐ Cash Balance available as of December 31, 2020 $                          644

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Exhibit A-4 Unaudited Statement of Changes in Shareholders’/Partners’ Equity (Deficit) for GP Industrial Plasters LLC for the Period July 1, 2020 Through December 31, 2020 GP INDUSTRIAL PLASTERS LLC AND SUBSIDIARIES Unaudited Consolidated Statement of Changes in Shareholders' Equity for the period July 1, 2020 to December 31, 2020(USD in thousands) Shareholders' Equity as of July 1, 2020 $                123,572Activity Common Stock $                         ‐ Retained Earnings (Losses) $                     2,634 Treasury Stock $                         ‐ Accumulated Other Comprehensive Income $                        189Shareholders' Equity as of December 31, 2020 $                126,395

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Exhibit B Description of Operations for Each Controlled Non-Debtor Entity PlasterCo is a wholly owned subsidiary of the Debtor. As further described in the Declaration of Tyler Woolson in Support of First Day Pleadings [Docket No. 2], PlasterCo—together with its wholly owned subsidiaries, PlasterCo Canada and BRRC—develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. PlasterCo owns or leases three operating facilities, which are located in (i) Blue Rapids, Kansas; (ii) Las Vegas, Nevada; and (iii) Camden, New Jersey. PlasterCo’s wholly owned subsidiary, BRRC, operates a short line railway associated with PlasterCo’s Blue Rapids, Kansas facility. PlasterCo’s wholly owned subsidiary, PlasterCo Canada, holds certain assets that are located in Canada for the benefit of PlasterCo’s plaster business.

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Exhibit C Description of Intercompany Claims No claims exist between Controlled Non-Debtor Entities.

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Exhibit D Allocation of Tax Liabilities and Assets No federal, state or local taxes, or any tax attributes, refunds or other benefits, have been allocated between or among any Controlled Non-Debtor Entity and (i) the Debtor or (ii) any other Controlled Non-Debtor Entity, including pursuant to the tax sharing agreement (the “Parent TSA”) between the Controlled Non-Debtor Entities and the Debtor’s parent, Georgia-Pacific Holdings, LLC (“GP Holdings”). Although the Controlled Non-Debtor Entities have entered into the Parent TSA with GP Holdings, they have not entered into any tax sharing arrangements solely among themselves or with the Debtor.

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Exhibit E Description of Payments by Each Controlled Non-Debtor Entity of Claims, Administrative Expenses or Professional Fees Otherwise Payable by the Debtor No payments otherwise payable by the Debtor have been paid by Controlled Non-Debtor Entities, and the Controlled Non-Debtor Entities have not incurred any obligations to make such payments.

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