Attached files
Exhibit 99.1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. [a] | CASE NUMBER: | 09-17787 |
OFFICE OF THE UNITED STATES TRUSTEE - BALTIMORE DIVISION
MONTHLY OPERATING REPORT
CHAPTER 11
BUSINESS DEBTORS
Form 2-A
COVER SHEET AND QUESTIONNAIRE
For Period Ended September 30, 2009
Accounting Method: x Accrual Basis ¨ Cash Basis
THIS REPORT IS DUE 20 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document: |
Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. File the original with the Clerk of Court. Submit a duplicate, with original signature, to the U. S. Trustee. |
Report/Document Attached |
Previously Waived |
REQUIRED REPORTS/DOCUMENTS | ||
x | ¨ | 1. Cash Receipts and Disbursements Statement (Form 2-B) | ||
x | ¨ | 2. Balance Sheet (Form 2-C) | ||
x | ¨ | 3. Profit and Loss Statement (Form 2-D) | ||
x | ¨ | 4. Supporting Schedules (Form 2-E) | ||
x | ¨ | 5. Disbursements Summary (Form 2-F) | ||
x | ¨ | 6. Narrative (Form 2-G) | ||
x | ¨ | 7. Bank Statements for All Bank Accounts (See Exhibit A) | ||
x | ¨ | 8. Bank Statement Reconciliations for all Bank Accounts (See Exhibit A) |
QUESTIONNAIRE |
Yes | No | |||||
Please answer the questions below: |
|||||||
1. Is the business still operating? |
x | ¨ | |||||
2. Were any assets (other than inventory) sold this month? |
¨ | x | |||||
3. Were all employees timely paid this month? |
x | ¨ | [b | ] | |||
4. Are all insurance policies and operating licenses current and in effect? |
x | ¨ | |||||
5. Did you open any new bank accounts this month? |
¨ | x | |||||
6. Did you deposit all receipts into your DIP account this month? |
x | ¨ | |||||
7. Have all taxes been timely paid (payroll, sales, etc.)? |
x | ¨ | |||||
8. Are you current on U.S. Trustee quarterly fees payments? |
x | ¨ |
I declare under penalty of perjury that the following Monthly Operating Report, and any statements and attachments thereto are true, accurate and correct to the best of my belief. [b]
Executed on: |
10/19/2009 |
Print Name: |
Shawn Buniel | |||||
Signature: |
/s/ Shawn Buniel | |||||||
Title: |
Vice President |
[a] | Includes the following Debtors: TMST, Inc. f/k/a Thornburg Mortgage, Inc. (Case No. 09-17787), TMST Home Loans, Inc. f/k/a Thornburg Mortgage Home Loans, Inc. (Case No. 09-17791), TMST Hedging Strategies, Inc. f/k/a Thornburg Mortgage Hedging Strategies, Inc. (Case No. 09-17792), and TMST Acquisition Subsidiary, Inc. f/k/a Thornburg Acquisition Subsidiary, Inc. (Case No. 09-17790). The Adfitech, Inc. Monthly Operating Report is filed separately under Case No. 09-17788. |
[b] | See Explanatory Statement, Reservation of Rights and Global Footnotes for Monthly Operating Report |
(Form 2-G) which is incorporated herein by reference. |
DEBTOR: |
TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. |
CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH FLOW SUMMARY
Current Month |
Accumulated | |||||||
1. Beginning Cash Balance |
$ | 24,039,629 | (1) | $ | 16,847,967 | (1) | ||
2. Cash Receipts |
||||||||
Operations |
134,334 | 12,370,369 | ||||||
Sale of Assets |
| | ||||||
Loans/advances |
| | ||||||
Other [a] |
436,679 | 436,679 | ||||||
Total Cash Receipts |
$ | 571,013 | $ | 12,807,048 | ||||
3. Cash Disbursements |
||||||||
Operations |
622,119 | 3,229,316 | ||||||
Debt Service/Secured loan payment |
| | ||||||
Professional fees/U.S. Trustee fees |
724,002 | 3,161,178 | ||||||
Other |
| | ||||||
Total Cash Disbursements |
$ | 1,346,121 | $ | 6,390,494 | ||||
4. Net Cash Flow (Total Cash Receipts less Total Cash Disbursements) |
(775,108 | ) | 6,416,554 | |||||
5 Ending Cash Balance (to Form 2-C) |
$ | 23,264,521 | (2) | $ | 23,264,521 | (2) | ||
CASH BALANCE SUMMARY
Account Name/Number |
Institution |
Bank Balance |
Deposits In Transit |
Outstanding Checks |
Book Balance | ||||||||||
xxxxxxx2822 |
New Mexico Bank & Trust | $ | 22,843,927 | $ | | $ | 92,997 | $ | 22,750,930 | ||||||
xxxxxxx0805 |
J.P. Morgan | 115,670 | | | 115,670 | ||||||||||
xxxxxxx1807 |
New Mexico Bank & Trust | 5,508 | | | 5,508 | ||||||||||
xxxxxxx2954 |
New Mexico Bank & Trust | 247,458 | 10,000 | 754 | 256,703 | ||||||||||
xxxxxxx2989 |
New Mexico Bank & Trust | 35,726 | | | 35,726 | ||||||||||
xxxxxxx5856 |
New Mexico Bank & Trust | 99,984 | | | 99,984 | ||||||||||
xxxxxxx9638 |
The Bank of New York Mellon | 1,002 | | 1,002 | | [b] | |||||||||
xxxxxxx9639 |
The Bank of New York Mellon | | | | | [b] | |||||||||
TOTAL |
$ | 23,349,275 | $ | 10,000 | $ | 94,753 | $ | 23,264,521 | (2) | ||||||
(must agree with Ending Cash Balance above) |
2.00 | ||||||||||||||
Restricted Cash |
|||||||||||||||
xxxxxxx212 |
Century Trust, LLP | $ | | $ | | $ | | $ | | ||||||
(A) | The term cash includes all forms of currency i.e., checks, cash, money orders, etc. |
(1) | Accumulated beginning cash balance is the cash available at the commencement of the case. Current month beginning cash balance should equal the previous months ending balance. |
(2) | All cash balances should be the same. |
(a) | Other receipts are for the reimbursement by Adfitech of professional fees paid by TMST Inc., on behalf of Adfitech, for the months of May and June 2009. |
(b) | September 2009 statements were unavailable at thet time of filing. August 2009 balances have not changed |
August 2009 statements are included in Exhibit A.
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH DISBURSEMENTS DETAIL |
Account No: | xxxxxxx2822 | ||
(attach additional sheets as necessary) |
Date |
Check No. | Payee |
Description (Purpose) |
Amount | |||||
9/3/2009 | Wire | Thornburg Mortgage Advisory Corp | Expense reimbursement | $ | 110,606 | ||||
9/3/2009 | Bank Fee | New Mexico Bank&Trust | Telephone | 21 | |||||
9/11/2009 | 6907 | American Stock Transfer & Trust | Transfer fee | 5,500 | |||||
9/11/2009 | 6908 | AT&T Mobility | Cell phones | 330 | |||||
9/11/2009 | 6909 | Safeguard Business Systems Inc | Office Supplies | 310 | |||||
9/11/2009 | 6910 | TMST Employee | Expense reimbursement | 46 | |||||
9/11/2009 | 6911 | NM Regulation Commission | Name change fee | 50 | |||||
9/11/2009 | 6912 | Thornburg Investment Management | Postage | 35 | |||||
9/14/2009 | Wire | ADP Financial Services | Payroll taxes 9/15 | 67,044 | |||||
9/14/2009 | Bank Fee | New Mexico Bank&Trust | Wire fee | 21 | |||||
9/15/2009 | 2306 | TMST Employee | Payroll | 1,972 | |||||
9/15/2009 | 2307 | TMST Employee | Payroll | 1,994 | |||||
9/15/2009 | 2308 | TMST Employee | Payroll | 4,164 | |||||
9/15/2009 | 2309 | TMST Employee | Payroll | 2,105 | |||||
9/15/2009 | 2310 | TMST Employee | Payroll | 7,589 | |||||
9/15/2009 | 2311 | TMST Employee | Payroll | 1,639 | |||||
9/15/2009 | 2312 | TMST Employee | Payroll | 4,606 | |||||
9/15/2009 | 2313 | TMST Employee | Payroll | 1,354 | |||||
9/15/2009 | 2314 | TMST Employee | Payroll | 1,821 | |||||
9/15/2009 | 2315 | TMST Employee | Payroll | 2,804 | |||||
9/15/2009 | 2316 | TMST Employee | Payroll | 2,539 | |||||
9/15/2009 | 2317 | TMST Employee | Payroll | 2,125 | |||||
9/15/2009 | 2318 | TMST Employee | Payroll | 5,782 | |||||
9/15/2009 | 2319 | TMST Employee | Payroll | 2,521 | |||||
9/15/2009 | 2320 | TMST Employee | Payroll | 32,053 | |||||
9/15/2009 | 2321 | TMST Employee | Payroll | 3,511 | |||||
9/15/2009 | 2322 | TMST Employee | Payroll | 1,633 | |||||
9/15/2009 | 2323 | TMST Employee | Payroll | 3,101 | |||||
9/15/2009 | 2324 | TMST Employee | Payroll | 1,741 | |||||
9/15/2009 | 2325 | TMST Employee | Payroll | 1,289 | |||||
9/15/2009 | 2327 | TMST Employee | Payroll | 2,587 | |||||
9/15/2009 | 2328 | TMST Employee | Payroll | 3,157 | |||||
9/15/2009 | 2329 | TMST Employee | Payroll | 3,149 | |||||
9/15/2009 | 2330 | TMST Employee | Payroll | 2,003 | |||||
9/15/2009 | 2331 | TMST Employee | Payroll | 2,122 | |||||
9/15/2009 | 2332 | TMST Employee | Payroll | 1,974 | |||||
9/15/2009 | 2333 | TMST Employee | Payroll | 1,558 | |||||
9/15/2009 | 2334 | TMST Employee | Payroll | 4,881 | |||||
9/15/2009 | 2335 | TMST Employee | Payroll | 2,389 | |||||
9/15/2009 | 2336 | TMST Employee | Payroll | 2,587 | |||||
9/15/2009 | 2337 | TMST Employee | Payroll | 1,876 | |||||
9/15/2009 | 2338 | TMST Employee | Payroll | 7,142 | |||||
9/15/2009 | 2339 | TMST Employee | Payroll | 20,476 | |||||
9/15/2009 | 2340 | TMST Employee | Payroll | 1,314 | |||||
9/15/2009 | 2341 | TMST Employee | Payroll | 3,276 |
Page 1 of 3
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH DISBURSEMENTS DETAIL |
Account No: | xxxxxxx2822 | ||
(attach additional sheets as necessary) |
Date |
Check No. | Payee |
Description (Purpose) |
Amount | ||||
9/15/2009 | 2342 | TMST Employee | Payroll | 2,687 | ||||
9/18/2009 | 6913 | FedEx | Shipping | 46 | ||||
9/18/2009 | 6914 | Peas N Pod Catering, Inc | Board of Directors Meals | 170 | ||||
9/18/2009 | 6915 | Thunderbird Express, Inc. | Courier service | 135 | ||||
9/18/2009 | 6916 | TMST Employee | Payroll | 1,028 | ||||
9/18/2009 | 6917 | TMST Employee | Payroll | 7,363 | ||||
9/18/2009 | 6918 | TMST Employee | Expense reimbursement | 104 | ||||
9/18/2009 | 6919 | TMST Employee | Expense reimbursement | 32 | ||||
9/18/2009 | 6920 | TMST Employee | Payroll | 1,753 | ||||
9/18/2009 | 6922 | TMST Employee | Expense reimbursement | 3,793 | ||||
9/18/2009 | 6923 | TMST Employee | Expense reimbursement | 77 | ||||
9/18/2009 | 6924 | TMST Employee | Payroll | 2,495 | ||||
9/18/2009 | Wire | TMST Board Member | Expense reimbursement | 1,453 | ||||
9/18/2009 | Wire | Thornburg Mortgage Advisory Corp | Expense reimbursement | 86,929 | ||||
9/18/2009 | Bank Fee | New Mexico Bank&Trust | Wire fees | 42 | ||||
9/23/2009 | 6925 | Epiq Bankruptcy Solutions, LLC | Professional services | 47,347 | ||||
9/23/2009 | 6926 | TMST Employee | Payroll | 1,097 | ||||
9/23/2009 | 6927 | TMST Employee | Payroll | 1,104 | ||||
9/24/2009 | 6928 | TMST Employee | Expense reimbursement | 1,609 | ||||
9/24/2009 | 6929 | TMST Employee | Payroll | 1,835 | ||||
9/24/2009 | 6930 | TMST Employee | Payroll | 2,374 | ||||
9/24/2009 | 6931 | TMST Employee | Payroll | 6,287 | ||||
9/24/2009 | 6932 | TMST Employee | Payroll | 1,772 | ||||
9/25/2009 | 6933 | The Carlisle Group, Inc. | Info Services | 7,500 | ||||
9/25/2009 | 6934 | Dell | Computer part | 399 | ||||
9/25/2009 | 6935 | SICORP, Inc. | Software backup | 8,838 | ||||
9/28/2009 | 6936 | TMST Board Member | Expense reimbursement | 402 | ||||
9/28/2009 | 6937 | TMST Employee | Payroll | 2,873 | ||||
9/28/2009 | 6938 | TMST Employee | Payroll | 1,198 | ||||
9/28/2009 | Wire | ADP Financial Services | Payroll taxes 9/30 | 49,673 | ||||
9/28/2009 | Bank Fee | New Mexico Bank&Trust | Wire fees | 42 | ||||
9/28/2009 | Wire | ADP Financial Services | Payroll - Direct deposits | 42,752 | ||||
9/30/2009 | 2343 | TMST Employee | Payroll | 8,629 | ||||
9/30/2009 | 2344 | TMST Employee | Payroll | 14,632 | ||||
9/30/2009 | 2345 | TMST Employee | Payroll | 1,338 | ||||
9/30/2009 | 2346 | TMST Employee | Payroll | 2,994 | ||||
9/30/2009 | 2347 | TMST Employee | Payroll | 2,022 | ||||
9/30/2009 | 2348 | TMST Employee | Payroll | 2,175 | ||||
9/30/2009 | 2349 | TMST Employee | Payroll | 2,657 | ||||
9/30/2009 | 2350 | TMST Employee | Payroll | 1,863 | ||||
9/30/2009 | 2351 | TMST Employee | Payroll | 5,247 | ||||
9/30/2009 | 6939 | FedEx | Shipping | 102 | ||||
9/30/2009 | 6940 | Tydings & Rosenberg LLP | Professional services | 12,232 | ||||
9/30/2009 | 6941 | TMST Employee | Payroll | 816 | ||||
9/30/2009 | 6942 | TMST Employee | Payroll | 790 |
Page 2 of 3
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH DISBURSEMENTS DETAIL |
Account No: | xxxxxxx2822 | ||
(attach additional sheets as necessary) |
Date |
Check No. | Payee |
Description (Purpose) |
Amount | ||||||
9/30/2009 | 6943 | TMST Employee | Payroll | 450 | ||||||
9/30/2009 | 6944 | TMST Employee | Payroll | 306 | ||||||
9/30/2009 | 6945 | TMST Employee | Payroll | 81 | ||||||
9/30/2009 | 6946 | TMST Employee | Payroll | 3,685 | ||||||
9/30/2009 | 6947 | TMST Employee | Payroll | 517 | ||||||
9/30/2009 | 6948 | TMST Employee | Payroll | 54 | ||||||
9/30/2009 | 6949 | TMST Employee | Payroll | 339 | ||||||
9/30/2009 | 6950 | TMST Employee | Payroll | 84 | ||||||
9/30/2009 | 6951 | TMST Employee | Payroll | 532 | ||||||
9/30/2009 | 6952 | TMST Employee | Payroll | 2,272 | ||||||
9/30/2009 | 6953 | TMST Employee | Payroll | 163 | ||||||
9/30/2009 | Bank Fee | New Mexico Bank&Trust | Wire fees | 84 | ||||||
9/30/2009 | Wire | Protiviti Inc. | Professional services | 130,937 | ||||||
9/30/2009 | Wire | Quinn Emanuel | Professional services | 190,653 | ||||||
9/30/2009 | Wire | J.H. Cohn LLP | Professional services | 123,682 | ||||||
9/30/2009 | Wire | Venable LLP | Professional services | 219,151 | ||||||
Total Cash Disbursements | $ | 1,344,494 | (1) | |||||||
(A) | The term cash includes all forms of currency i.e., checks, cash, money orders, etc. |
(1) | Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1 |
Page 3 of 3
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH RECEIPTS DETAIL |
Account No: | xxxxxxx2822 | ||
(attach additional sheets as necessary) |
Date |
Payer |
Description (Purpose) |
Amount | |||||
9/4/2009 | Cenlar | Investor P43 P&I Remittance Aug 2009 | $ | 70,322 | ||||
9/16/2009 | TMST Employee | Personal expense reimbursement | 125 | |||||
9/22/2009 | LBNA as Trustee for Thornburg Mortgage | Whole Loan P&I Remittance July 2009 | 41,253 | |||||
9/24/2009 | Wells Fargo Bank | Credit Risk Advisor Fee | 1,227 | |||||
9/24/2009 | Adfitech | Professional fees reimbursement | 436,679 | |||||
9/24/2009 | Aon Risk Services Inc of NM | Refund overpayment | 67 | |||||
9/24/2009 | Blue Chip Insurance Agency | Refund overpayment | 595 | |||||
9/24/2009 | Bloomberg LP | Refund overpayment | 33 | |||||
9/25/2009 | Wells Fargo Bank | Credit Risk Advisor Fee | 550 | |||||
9/25/2009 | Wells Fargo Bank | Reinvestment Income | 575 | |||||
9/28/2009 | Deutsche Bank | Reinvestment Income | 49 | |||||
Total Cash Disbursements | $ | 551,476 | (1) | |||||
(A) | The term cash includes all forms of currency i.e., checks, cash, money orders, etc. |
(1) | Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1 |
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH DISBURSEMENTS DETAIL |
Account No: | xxxxxxx2954 | ||
(attach additional sheets as necessary) |
Date |
Check No. | Payee |
Description (Purpose) |
Amount | ||||||
9/11/2009 | 15407 | Aon Risk Services Inc of NM | State bonds | $ | 2,314 | |||||
9/11/2009 | 15408 | Bloomberg LP | Info Services | 1,081 | ||||||
9/11/2009 | 15409 | FedEX | Shipping | 279 | ||||||
9/11/2009 | 15410 | Safeguard Business Systems Inc | Office Supplies | 304 | ||||||
9/11/2009 | 15411 | NM Public Regulation Comm | Name change fee | 50 | ||||||
9/18/2009 | 15412 | FedEX | Shipping | 352 | ||||||
9/18/2009 | 15413 | Illinois Dept of Financial & Professional Regu | State license withdrawal | 25 | ||||||
9/18/2009 | 15414 | Treasurer of Virginia | State license withdrawal | 10 | ||||||
9/18/2009 | 15415 | Commonwealtrh of Massachusetts | State license withdrawal | 100 | ||||||
9/25/2009 | 15416 | FedEX | Shipping | 414 | ||||||
9/25/2009 | 15417 | Franchise Tax Board | State license | 25 | ||||||
9/25/2009 | 15418 | Maryland Dept of Assessments | State license withdrawal | 25 | ||||||
9/25/2009 | 15419 | Minnesota Revenue | State license withdrawal | 50 | ||||||
9/25/2009 | 15420 | Oregon Department of Revenue | State license | 50 | ||||||
9/25/2009 | 15421 | State of Utah Dept of Commerce | State license | 15 | ||||||
9/30/2009 | 15141 | Century Bank FSB | Void check 15141 | (3,833 | ) | |||||
Total Cash Disbursements | $ | 1,260 | (1) | |||||||
(A) | The term cash includes all forms of currency i.e., checks, cash, money orders, etc. |
(1) | Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1 |
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH RECEIPTS DETAIL |
Account No: | xxxxxxx2954 | ||
(attach additional sheets as necessary) |
Date |
Payer |
Description (Purpose) |
Amount | |||||
9/16/2009 | Thornburg Investment Management | Reimburse United Concordia credit | $ | 744 | ||||
9/24/2009 | Aon Risk Services Inc of NM | Refund for cancelled bonds | 1,241 | |||||
9/29/2009 | Century Trust, LLP | Transfer from Restricted Cash | 10,000 | |||||
9/30/2009 | USPS | Refund Deposit | 4,999 | |||||
Total Cash Disbursements | $ | 16,984 | (1) | |||||
(A) | The term cash includes all forms of currency i.e., checks, cash, money orders, etc. |
(1) | Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1 |
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH RECEIPTS DETAIL |
Account No: | xxxxxxx0805 | ||
(attach additional sheets as necessary) |
Date |
Payer |
Description (Purpose) |
Amount | |||||
9/25/2009 | US Bank | Trust Wire | $ | 799 | ||||
9/25/2009 | Bank of America (Countrywide) | Credit Risk Advisor Fee | 689 | |||||
9/25/2009 | Citibank | Corporate Trust Fed Wire | 1,063 | |||||
Total Cash Disbursements | $ | 2,551 | (1) | |||||
(A) | The term cash includes all forms of currency i.e., checks, cash, money orders, etc. |
(1) | Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1 |
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH DISBURSEMENTS DETAIL |
Account No: | xxxxxxx2989 | ||
(attach additional sheets as necessary) |
Date |
Check No. | Payee |
Description (Purpose) |
Amount | ||||||
9/4/2009 | ACH | ADP Financial Services | Payroll processing | $ | 174 | |||||
9/18/2009 | ACH | ADP Financial Services | Payroll processing | 193 | ||||||
Total Cash Disbursements | $ | 367 | (1) | |||||||
(A) | The term cash includes all forms of currency i.e., checks, cash, money orders, etc. |
(1) | Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1 |
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-B
CASH RECEIPTS STATEMENT (SEE NOTE A)
For Period: 9/1/2009 to 9/30/2009
CASH RECEIPTS DETAIL |
Account No: | xxxxxxx1807 | ||
(attach additional sheets as necessary) |
Date |
Payer |
Description (Purpose) |
Amount | |||||
9/30/2009 | New Mexico Bank & Trust | Interest Paid | $ | 2 | ||||
Total Cash Disbursements | $ | 2 | (1) | |||||
(A) | The term cash includes all forms of currency i.e., checks, cash, money orders, etc. |
(1) | Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1 |
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-C
COMPARATIVE BALANCE SHEET
For Period Ended: September 30, 2009
Current Month |
Petition Date (1) |
|||||||||
ASSETS |
||||||||||
Current Assets: |
||||||||||
Cash and Cash Equivalents (from Form 2-B, line 5) |
$ | 23,264,521 | $ | 16,847,967 | ||||||
Accounts Receivable (from Form 2-E) |
11,531,807 | 9,403,326 | ||||||||
Receivable from Officers, Employees, Affiliates |
| | ||||||||
Inventory |
| | ||||||||
Other Current Assets: (List) |
Prepaid expenses & retainers | 4,482,719 | 6,158,091 | |||||||
Accrued interest receivable | 31,422 | 47,877 | ||||||||
Total Current Assets |
39,310,469 | 32,457,261 | ||||||||
Fixed Assets: |
||||||||||
Land |
| | ||||||||
Building |
| | ||||||||
Equipment, Furniture and Fixtures |
1,201,340 | 1,201,340 | ||||||||
Total Fixed Assets |
1,201,340 | 1,201,340 | ||||||||
Less: Accumulated Depreciation |
700,167 | 533,109 | ||||||||
Net Fixed Assets |
501,173 | 668,231 | ||||||||
Other Assets (List): |
Restricted cash | | 201,432,689 | |||||||
Mortgage servicing rights | 79,773,483 | 87,104,385 | ||||||||
Investment in subsidiaries | 23,238,728 | 21,244,747 | ||||||||
Loans held for sale | 8,334,723 | 8,359,404 | ||||||||
Deposits | 3,605,000 | 300,000 | ||||||||
TOTAL ASSETS |
$ | 154,763,576 | $ | 351,566,717 | ||||||
LIABILITIES |
||||||||||
Post-petition Accounts Payable (from Form 2-E) |
$ | 300,110 | $ | | ||||||
Post-petition Accrued Professional Fees (from Form 2-E) |
3,304,019 | | ||||||||
Post-petition Taxes Payable (from Form 2-E) |
34,109 | | ||||||||
Post-petition Notes Payable (2) |
| | ||||||||
Other Post-petition Payable(List): |
Contingent obligations (3) | 2,152,298 | | |||||||
| | |||||||||
Total Post Petition Liabilities |
5,790,536 | | ||||||||
Pre Petition Liabilities: |
||||||||||
Secured Debt |
| | ||||||||
Priority Debt |
| | ||||||||
Unsecured Debt |
3,460,488,948 | 3,664,885,260 | ||||||||
Total Pre Petition Liabilities |
3,460,488,948 | 3,664,885,260 | ||||||||
TOTAL LIABILITIES |
3,466,279,484 | 3,664,885,260 | ||||||||
OWNERS EQUITY |
||||||||||
Owners/Stockholders Equity |
3,640,741,359 | 3,640,741,359 | ||||||||
Retained Earnings - Prepetition |
(6,954,059,902 | ) | (6,954,059,902 | ) | ||||||
Retained Earnings - Post-petition |
1,802,635 | | ||||||||
TOTAL OWNERS EQUITY |
(3,311,515,908 | ) | (3,313,318,543 | ) | ||||||
TOTAL LIABILITIES AND OWNERS EQUITY |
$ | 154,763,576 | $ | 351,566,717 | ||||||
(1) | Petition date values are taken from the Debtors balance sheet as of the petition date or are the values listed on the Debtors schedules. |
(2) | See Form 2G for detailed explanation. |
(3) | Includes cash payments received that will require bankruptcy court ruling to resolve ownership issues. |
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-D
PROFIT AND LOSS STATEMENT
For Period From: September 1, 2009 to September 30, 2009
Current Month |
Accumulated Total [1] |
|||||||
Total interest income |
$ | 34,730 | $ | 5,261,927 | ||||
Total interest expense (benefit) [2] |
41,767 | (1,195,076 | ) | |||||
Gross Profit |
(7,037 | ) | 6,457,003 | |||||
Operating Expenses |
||||||||
Officer Compensation |
134,880 | 767,891 | ||||||
Selling, General and Administrative |
2,556,737 | 14,304,137 | ||||||
Rents and Leases |
44,537 | 497,245 | ||||||
Depreciation, Depletion and Amortization |
33,412 | 167,060 | ||||||
Other (list): |
| | ||||||
_____________________ |
| | ||||||
Total Operating Expenses |
2,769,566 | 15,736,333 | ||||||
Operating Income (Loss) |
(2,776,603 | ) | (9,279,330 | ) | ||||
Non-Operating Income and Expenses |
||||||||
Fee income [3] |
2,177,192 | 11,232,893 | ||||||
Gains (Losses) on Sale of Assets |
| | ||||||
Mortgage servicing income |
| | ||||||
Earnings from subsidiaries |
222,299 | 1,993,981 | ||||||
Other Non-Operating Income [4] |
| 3,940,558 | ||||||
Net Non-Operating Income or (Expenses) |
2,399,491 | 17,167,432 | ||||||
Reorganization Expenses |
||||||||
Legal and Professional Fees |
1,241,420 | 5,996,504 | ||||||
Other Reorganization Expense [5] |
(342,922 | ) | 88,963 | |||||
Total Reorganization Expenses |
898,498 | 6,085,467 | ||||||
Net Income (Loss) Before Income Taxes |
(1,275,610 | ) | 1,802,635 | |||||
Federal and State Income Tax Expense (Benefit) |
| | ||||||
NET INCOME (LOSS) |
$ | (1,275,610 | ) | $ | 1,802,635 | |||
[1] | Accumulated Totals include all revenue and expenses since the petition date. |
[2] | Reflects adjustment of restricted cash in light of the resolution of the motion for relief from automatic stay filed by Century Bank. |
[3] | Represents mortgage loan servicing activity. |
[4] | Accumulated total includes a $3.9 million gain on cancellation of auction swaps agreements by CSFB and RBS as reported in each entities respective bankruptcy claim filings. |
[5] | Includes the reclassification of prior month Epiq Bankruptcy Solutions expenses totaling $364,139 from Other Reorganization Expenses to Legal and Professional Fees. |
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-E
SUPPORTING SCHEDULES
For Period: September 1, 2009 to September 30, 2009
POST PETITION TAXES PAYABLE SCHEDULE
Beginning | Amount | Amount | Date | Check | Ending | |||||||||||
Balance | Accrued | Paid | Paid | Number | Balance | |||||||||||
Income Tax Withheld: |
||||||||||||||||
Federal |
$ | | $ | 36,248 | $ | 36,248 | 9/14/2009 | Wire | $ | | ||||||
21,716 | 21,716 | 9/28/2009 | Wire | | ||||||||||||
18,777 | 18,777 | |||||||||||||||
State |
| 7,254 | 7,254 | 9/14/2009 | Wire | | ||||||||||
5,080 | 5,080 | 9/28/2009 | Wire | | ||||||||||||
3,157 | 3,157 | |||||||||||||||
FICA Tax Withheld |
| 11,521 | 11,521 | 9/14/2009 | Wire | | ||||||||||
11,352 | 11,352 | 9/28/2009 | Wire | | ||||||||||||
5,812 | 5,812 | |||||||||||||||
Employers FICA Tax |
| 11,521 | 11,521 | 9/14/2009 | Wire | | ||||||||||
11,352 | 11,352 | 9/28/2009 | Wire | | ||||||||||||
5,812 | 5,812 | |||||||||||||||
Unemployment Tax |
||||||||||||||||
Federal |
| 36 | 36 | 9/14/2009 | Wire | | ||||||||||
12 | 12 | 9/28/2009 | Wire | | ||||||||||||
67 | 67 | |||||||||||||||
State |
| 463 | 463 | 9/14/2009 | Wire | | ||||||||||
160 | 160 | 9/28/2009 | Wire | | ||||||||||||
484 | 484 | |||||||||||||||
Sales, Use & Excise Taxes |
| | | | ||||||||||||
Property Taxes |
| | | | ||||||||||||
Accrued Income Tax: |
||||||||||||||||
Federal |
| | | | ||||||||||||
State |
| | | | ||||||||||||
Other: |
| | | | ||||||||||||
TOTALS |
$ | | $ | 150,824 | $ | 116,715 | $ | 34,109 | ||||||||
INSURANCE SCHEDULE
Carrier |
Amount of Coverage |
Expiration Date |
Premiums Paid Through | ||||||
Workers Compensation |
Hartford Casualty Ins. Company | $ | 1,000,000/incident | 7/1/2010 | 7/1/2010 | ||||
General Liability |
The Cincinnati Insurance Co. | $ | 1,000,000/incident | 8/11/2010 | 8/11/2010 | ||||
Property (Fire, Theft) |
N/A | ||||||||
Vehicle |
N/A | ||||||||
Employment Practices Liability |
Lexington Insurance Company | 3,000,000 | 3/17/2010 | 3/17/2010 | |||||
Directors & Officers (Excess) |
XL Specialty Insurance Co. | 15,000,000 | 5/1/2010 | 5/1/2010 | |||||
Directors & Officers (Primary) |
U.S. Specialty Insurance Company | 15,000,000 | 5/1/2010 | 5/1/2010 |
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-E
SUPPORTING SCHEDULES
For Period: 9/1/2009 to 9/30/2009
ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
Due |
Accounts Receivable |
Post Petition Accounts Payable |
||||||
Under 30 days |
$ | 898,709 | [a] | $ | 1,526,877 | [b] | ||
30 to 60 days |
147 | 1,256,118 | ||||||
61 to 90 days |
| 289,534 | ||||||
91 to 120 days |
| 273,440 | ||||||
Over 120 days |
| 292,268 | ||||||
Unavailable |
5,727,844 | [c] | ||||||
Total Post Petition |
6,626,700 | |||||||
Pre Petition Amounts |
4,905,107 | [c] | ||||||
Total Accounts Receivable |
11,531,807 | |||||||
Less: Bad Debt Reserve |
| |||||||
Net Accounts Receivable (to Form 2-C) |
$ | 11,531,807 | ||||||
|
Total Post Petition Accounts Payable |
|
$ | 3,638,238 | ||||
[a] | See Exhibit B for Accounts Receivable Aging |
[b] | See Exhibit C for Accounts Payable Aging |
[c] | Includes escrow and other non-P&I advances receivable from in excess of 3300 mortgage holders. Aging information is not available. |
SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
Month-end Retainer Balance |
Current Months Accrual |
Paid in Current Month |
Date of Court Approval |
Month-end Balance Due* [1] | ||||||||||||
Debtors Counsel |
$ | 1,124,000 | $ | 430,000 | $ | 219,151 | $ | 1,059,484 | ||||||||
Debtors Special Counsel [2] |
725,770 | 280,000 | | 729,718 | ||||||||||||
Debtors Financial Advisor |
250,000 | 140,000 | 130,937 | 438,907 | ||||||||||||
Creditors Committee Counsel |
100,000 | 224,000 | 202,885 | 625,684 | ||||||||||||
Creditors Committee Financial Advisor |
| 146,000 | 123,682 | 386,576 | ||||||||||||
Trustees Counsel |
| | | | ||||||||||||
Other: |
U.S. Trustee |
| 13,650 | | 13,650 | |||||||||||
Other: |
Claims Agent |
| 50,000 | 47,347 | 50,000 | |||||||||||
Total |
$ | 2,199,770 | $ | 1,283,650 | $ | 724,002 | $ | 3,304,019 | ||||||||
* | Balance due to include fees and expenses incurred but not yet paid. |
[1] | Includes estimates for amounts that may be due to professionals for which an invoice for services had not been received. |
[2] | Orrick, Herrington & Sutcliffe LLP is no longer Debtors Special Counsel. |
Page 1 of 2
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-E
SUPPORTING SCHEDULES
For Period: 9/1/2009 to 9/30/2009
SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**
Payee Name |
Position |
Nature of Payment |
Amount | ||||
Larry A. Goldstone | Senior Executive VP, CEO | Wages | $ | 42,747 | |||
Clarence G. Simmons III | Senior Executive VP, CFO | Wages | 30,489 | ||||
Deborah J Burns | Senior VP, Asst Secretary | Wages | 18,576 | ||||
Michael Coltharp | Senior VP, Controller | Wages | 29,036 | ||||
Charles Macintosh | Senior VP, Treasurer | Wages | 14,032 | ||||
Anne-Drue Miller Anderson [1] | President, Director | Expense reimbursement | 1,655 | ||||
Thomas Cooley | Directors | Expense reimbursement | 1,453 | ||||
David Ater | Directors | Expense reimbursement | 402 |
** | List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner, partner, shareholder, officer or director. |
[1] | Ms. Anderson was paid for September services in the amount of $60,000 on October 1, 2009. |
Page 2 of 2
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-F
DISBURSEMENT SUMMARY
For the Month Ended: September 30, 2009
QUARTERLY DISBURSEMENT CALCULATION
TMST, Inc. |
1 | Disbursements made in calendar quarter |
July 2009 | $ | 2,015,158 | |
August 2009 | 1,952,925 | ||
September 2009 | 1,346,121 | ||
Quarterly Total | $ | 5,314,204 | |
FEE SCHEDULE
Quarterly Disbursements |
Fee | Quarterly Disbursements |
Fee | |||||
$0 to $14,999 | $ | 325 | $1,000,000 to $1,999,999 | $ | 6,500 | |||
$15,000 to $74,999 | $ | 650 | $2,000,000 to $2,999,999 | $ | 9,750 | |||
$75,000 to $149,999 | $ | 975 | $3,000,000 to $4,999,999 | $ | 10,400 | |||
$150,000 to $224,999 | $ | 1,625 | $5,000,000 to $14,999,999 | $ | 13,000 | |||
$225,000 to $299,999 | $ | 1,950 | $15,000,000 to $29,999,999 | $ | 20,000 | |||
$300,000 to $999,999 | $ | 4,875 | $30,000,000 or more | $ | 30,000 |
Interest will be assessed on Chapter 11 quarterly fees not paid by the end of the month following the end of the calander quarter pursuant to 31 U.S.C. Sec. 3717. The interest rate assessed is the rate in effect as determined by the Treasury Department at the time the account becomes past due.
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
Page 1 of 1
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-G
NARRATIVE
For Period Ending September 30, 2009
Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
EXPLANATORY STATEMENT
RESERVATION OF RIGHTS AND GLOBAL FOOTNOTES
FOR MONTHLY OPERATING REPORT
The Debtors reserve all rights to dispute the amount, allowance, priority, treatment and/or secured or other status of any and all claims against the Debtors or their estates referred to herein. The Debtors reserve the right to (a) amend and supplement this Monthly Operating Report from time to time, and (b) assert any and all potential claims and causes of action of the Debtors estates regardless of whether such claim or cause of action is identified herein.
Any values presented are not and should not be deemed to be an admission, representation or waiver with respect to the actual value of any asset or amount of any liability or claim. The actual realizable value and/or fair market value of assets, liabilities and claims may differ significantly from the values presented.
The Debtors prepared this Monthly Operating Report with the assistance of their financial advisor, Protiviti, Inc. (Protiviti), based upon the information available to date. This Monthly Operating Report does not purport to present financial statements in accordance with Generally Accepted Accounting Principles, and the information contained herein has not been subjected to audit or review by Protiviti or any other party on behalf of the Debtors.
This Explanatory Statement, Reservation of Rights and Global Footnotes is hereby incorporated by reference into, and comprises an integral part of, the Debtors Monthly Operating Report and should be referred to and considered in connection with any review of the report.
Page 1 of 4
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-G
NARRATIVE
For Period Ending September 30, 2009
Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or nonrecurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
U.S. Trustee Motion and Related Events
On September 16, 2009, the United States Trustee filed a Motion for an Order Directing the Appointment of a Chapter 11 Trustee or, in the Alternative, an Examiner [Docket No. 362]. On September 21, 2009, the Court held a status conference and scheduled a hearing on the United States Trustees motion for October 7, 2009. The hearing commenced on October 7, 2009 and has been continued to October 20, 2009.
The United States Trustees motion stems from, among other things, events raised in an anonymous letter dated August 25, 2009 received by the Creditors Committee on or about August 27, 2009. The independent directors of the Debtor TMST, Inc. (TMST) first became aware of the August 25, 2009 anonymous letter on Saturday, August 29, 2009, and immediately scheduled a meeting of the Board of Directors for Wednesday, September 2, 2009, to discuss, among other matters, appropriate action in response to the letter.
At its September 2, 2009 meeting, the TMST Board of Directors directed the Debtors bankruptcy counsel, Venable LLP (Venable), to conduct a prompt and comprehensive independent inquiry into the allegations contained in the August 25, 2009 anonymous letter and questions raised by the United States Trustee in a letter dated September 1, 2009. At or before the September 2 meeting, Larry Goldstone, the Chief Executive Officer of TMST, and Clarence G. Simmons, III, the Chief Financial Officer of TMST, indicated a willingness to resign effective as of September 15, 2009. Also at that meeting, the Board selected Anne-Drue M. Anderson, one of the independent directors, to become the President and Treasurer of TMST upon the resignation of Goldstone and Simmons.
Venable completed its inquiry and reported to the independent directors at a working session held on Thursday, September 10, 2009. That inquiry confirmed, among other things, that employees of TMST had under certain circumstances been paid by TMST while performing work for SAF Financial, Inc. (SAF), an entity organized by Goldstone, Simmons and others at or about the time the Debtors filed their Chapter 11 petitions. After the Petition Date, the only TMST Debtor that has had employees is TMST. TMST employees perform all work done on behalf of the mortgage loan servicing business of TMST Home Loans, Inc., formerly known as Thornburg Mortgage Home Loans, Inc. (TMHL).
On Friday evening, September 11, 2009, Ms. Anderson acting on behalf of the independent directors began steps to bar Goldstone and Simmons from further access to the TMST Debtors business premises and computer system, which steps were completed by Saturday morning, September 12, 2009. On Sunday, September 13, 2009, Ms. Anderson acting on behalf of the independent directors terminated the employment of (a) Deborah Burns, a senior vice president and assistant secretary of TMST and an owner of founders stock in SAF, (b) Amy Pell, an employee of TMST and an owner of founders stock in SAF, (c) Charles Macintosh, a senior vice president and treasurer of TMST and an owner of founders stock in SAF, and (d) Carlos Gonzales, the acting executive director of technology, IT operations and security, who had worked extensively for SAF and was identified as a computer and information security risk.
On the morning of Monday, September 14, 2009, Ms. Anderson met with the remaining employees of TMST and instructed them that no further work was to be performed on behalf of SAF or any other non-Debtor entity on company time. Between September 14 and 17, 2009, Ms. Anderson further reduced the TMST workforce. The total staff was reduced by approximately 34% from the staffing level in place on the Petition Date. Since that time, staffing has been further reduced by a total of 42% and a payroll reduction of 51% has been achieved.
Page 2 of 4
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-G
NARRATIVE
For Period Ending September 30, 2009
U.S. Trustee Motion and Related Events (continued)
At a meeting on Tuesday, September 15, 2009, the TMST Board of Directors directed the Debtors financial advisor, Protiviti Inc., and Venable to investigate immediately possible claims and causes of action that might be brought against Goldstone, Simmons, SAF and others with respect to improper use of the assets and resources of the TMST Debtors bankruptcy estates. As a result of that investigation, TMST filed a Complaint against Goldstone, Simmons and SAF on October 6, 2009, which complaint was docketed herein as TMST, Inc v. Larry Goldstone, et al., Adversary Pro. No. 09-00689 (DWK) (the TMST Complaint). A Pre-Trial Conference on the TMST Complaint is scheduled for December 3, 2009. The TMST Complaint sets forth at length the misuse of estate assets and other wrongful conduct engaged in by Goldstone, Simmons, SAF and others.
On October 16, 2009, after a series of discussions and a written demand by TMST on Thornburg Mortgage Advisory Corporation (TMAC) to establish an escrow by October 16, 2009 with respect to certain payments and claims, including ones related to the misconduct of Goldstone, Simmons and others, TMAC filed a Complaint against TMST, Goldstone, Simmons, Macintosh and SAF that, among other things, seeks a declaratory judgment and accounting against TMST and asserts claims against Goldstone, Simmons, Macintosh and SAF with respect to the events that are the subject of the TMST Complaint. See Thornburg Mortgage Advisory Corporation v. TMST, Inc., et al., Adversary Pro. No. 09-00721 (DWK).
The Debtors reserve all of their rights against Goldstone, Simmons, SAF, TMAC and others with respect to, among other things, the events described above.
The Debtor ADFITECH, Inc. (Adfitech) and its officers and employees were not involved in the events described above. Adfitech is an independently-operated, wholly-owned subsidiary of TMHL that provides mortgage-related auditing and quality control consulting services to financial institutions. Adfitech is self-funded, has its own separate workforce and bank accounts, and operates independently from TMST and TMHL at offices located in Edmond, Oklahoma on unencumbered real estate owned by Adfitech. The monthly operating reports for Adfitech are filed separately in Case No. 09-17788 (DWK).
Other Events
On August 25, 2009, the Debtors filed a motion to extend the exclusive periods during which they may file a Chapter 11 plan or plans and solicit acceptances thereof. On September 14, 2009, the Court entered an Order extending the exclusive periods to October 28, 2009 and December 27, 2009, respectively. The TMST Debtors are in the process of preparing a draft Chapter 11 plan of liquidation, which the TMST Debtors expect to negotiate with the Creditors Committee to develop a consensual Chapter 11 plan of liquidation that has the support of the Creditors Committee.
As previously reported, the Debtors at the request of the Creditors Committee decided to stop the sale process for Adfitech and to work with the Creditors Committee to formulate a Chapter 11 plan of reorganization for Adfitech. On October 16, 2009, Adfitech successfully concluded its discussions with the Creditors Committee and filed its Chapter 11 Plan of Reorganization [Adfitech Docket No. 21].
On September 21, 2009, the Court held a hearing on the Debtors motion for authority to employ Interactive Mortgage Advisors, LLC (IMA) as the broker for the sale of the mortgage servicing rights owned by the Debtors. On September 30, 2009, the Debtors supplemented the motion to employ IMA as directed by the Court [Docket No. 406]. The time to respond to the motion as supplemented has expired without any objections being filed. To date, the Court has not approved the employment of IMA. Nevertheless, IMA has continued to work with the Debtors on their ongoing preparations for the sale of the mortgage servicing rights.
Page 3 of 4
DEBTOR: | TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. | CASE NO: | 09-17787 |
Form 2-G
NARRATIVE
For Period Ending September 30, 2009
Other Events (continued)
On September 28, 2009, the Court entered the Stipulation and Consent Order agreed to by the Debtors, the Creditors Committee and Century Bank that resolved the previously reported motion for relief from automatic stay filed by Century Bank against TMST and TMHL [Docket No. 396].
On September 10, 2009, Ike Kalangis resigned as a member of the TMST Board of Directors. On October 2, 2009, Garrett Thornburg resigned as a member and Chairman of the TMST Board of Directors. At a meeting on October 5, 2009, the TMST Board of Directors selected Dean Thomas F. Cooley, a member of the TMST Board and the Dean of the Stern School of Business at New York University, to serve as Chairman of the TMST Board of Directors.
During the month of September, the TMST Debtors filed their monthly operating report for the period August 1 through August 31, 2009.
The quarterly fees owed to the United States Trustee for the quarter ending September 30, 2009 were paid on or about October 9, 2009.
Unusual and Nonrecurring Accounting Transactions:
Surety Bond Transactions:
In the Month of May 2009, Thornburg Mortgage Home Loans (TMHL) surety bond issuer made claims against TMHLs letters of credit held at Century Bank. Century Bank paid the claim amounts to the surety bond issuer by drawing on an existing TMHL promissory note. TMHL subsequently reduced its balance at Century Bank and recorded a $3.6 million receivable from the surety bond issuer.
Market Value Swap Margin Call Obligations and Market Value Swap Liability
The Swap Margin Call Obligations reflected in the balance sheet represent an estimated deficiency on securities covered by market value swap agreements calculated as the difference between the estimated future values of the auction price of the securities and par balance of the securities estimated at the date of the auction swap agreement termination.
The Market Value Swap Liability is the difference between the actual reported auction price of securities and par value of securities for executed auctions.
CS informed TMHS that all auction swap agreements between CS and TMHS were terminated. TMHS reports the estimated swap deficiencies for agreements with auction dates after the May 1, 2009 bankruptcy petition date as Swap Margin Call Obligations rather than Market Value Swap Liabilities on executed auctions based on the termination of the agreements prior to the actual auction dates.
Employee Banked Hours Policy Abolished
On September 25, 2009, the debtor TMST, Inc. (TMST) announced a change in the policy of former management with respect to treatment of the so-called banked hours of employees. Effective September 21, 2009, the banked hours policy was abolished and thereafter employees will be paid overtime (time and one-half) for any hours worked in excess of 40 hours each week. Employees were paid for their existing banked hours on September 30, 2009 at overtime rates. To the extent employees were paid in the past for banked hours at straight time rates, TMST reviewed its payroll records and paid employees the overtime differential for those hours in October.
Page 4 of 4
Exhibit B
TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.
Accounts Receivable
As of September 30, 2009
Post Petition |
Date | Amount | Under 30 days | 30 to 60 days | 61 to 90 days | 91 to 120 days | Over 120 days | Unavailable | ||||||||||||||||||
Employee Reimbursement_FedEx |
8/7/2009 | $ | 98 | $ | | $ | 98 | $ | | $ | | $ | | $ | | |||||||||||
Employee Reimbursement_FedEx |
8/14/2009 | 49 | | 49 | | | | | ||||||||||||||||||
Employee Reimbursement_FedEx |
9/11/2009 | 46 | 46 | | | | | | ||||||||||||||||||
Adfitech, Estimated Professional Fees |
9/30/2009 | 200,000 | 200,000 | | | | | | ||||||||||||||||||
Cenlar, September 09 Servicing |
9/30/2009 | 698,663 | 698,663 | | | | | | ||||||||||||||||||
Borrower Escrow Advance Balance |
a | ) | Various | 4,745,145 | | | | | | 4,745,145 | ||||||||||||||||
Borrower Corporate Advance Balance |
a | ) | Various | 970,719 | | | | | | 970,719 | ||||||||||||||||
Borrower 3rd Party Advance Balance |
a | ) | Various | 32 | 32 | |||||||||||||||||||||
Borrower Inspection Fees |
a | ) | Various | 11,948 | | | | | | 11,948 | ||||||||||||||||
Total Post Petition Accounts Receivable |
$ | 6,626,700 | $ | 898,709 | $ | 147 | $ | | $ | | $ | | $ | 5,727,844 | ||||||||||||
Pre Petition |
Date | Amount | ||||||
Adfitech |
3/25/2009 | $ | 1,000 | |||||
Thomas G. Ennis, Premium Recapture |
4/30/2009 | 6,888 | ||||||
Borrower Escrow Advance Balance |
a | ) | Various | 4,273,205 | ||||
Borrower Corporate Advance Balance |
a | ) | Various | 595,206 | ||||
Borrower 3rd Party Advance Balance |
a | ) | Various | 14,067 | ||||
Borrower Inspection Fees |
a | ) | Various | 14,741 | ||||
Total Pre Petition Accounts Receivable |
$ | 4,905,107 | ||||||
a) | Recevable amounts include balances due from multiple mortgage loan holders. Aging of the balances due is not available. |
Exhibit C
TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.
Post Petition Accounts Payable
As of September 30, 2009
Vendor |
Date | Amount | Under 30 days | 30 to 60 days | 61 to 90 days | 91 to 120 days | Over 120 days | |||||||||
5/15/09 Payroll due TMAC |
05/15/09 | 40,290 | | | | | 40,290 | |||||||||
J.H. Cohn LLP |
05/31/09 | 32,673 | | | | | 32,673 | |||||||||
Orrick,Herrington & Sutcliffe LLP |
05/31/09 | 21,469 | | | | | 21,469 | |||||||||
Protiviti Inc. |
05/31/09 | 54,694 | | | | | 54,694 | |||||||||
Quinn Emanuel Urquhart Oliver & Hedges |
05/31/09 | 60,021 | | | | | 60,021 | |||||||||
Tydings & Rosenberg LLP |
05/31/09 | 4,172 | | | | | 4,172 | |||||||||
Venable LLP |
05/31/09 | 78,950 | | | | | 78,950 | |||||||||
Atkinson & Thal, P.C. |
06/08/09 | 118 | | | | 118 | | |||||||||
Wilmington Trust Company |
06/26/09 | 3,000 | | | | 3,000 | | |||||||||
Wilmington Trust Company |
06/29/09 | 4,000 | | | | 4,000 | | |||||||||
J.H. Cohn LLP |
06/30/09 | 32,707 | | | | 32,707 | | |||||||||
Orrick,Herrington & Sutcliffe LLP |
06/30/09 | 19,410 | | | | 19,410 | | |||||||||
Protiviti Inc. |
06/30/09 | 74,319 | | | | 74,319 | | |||||||||
Quinn Emanuel Urquhart Oliver & Hedges |
06/30/09 | 64,284 | | | | 64,284 | | |||||||||
Thompson, Hickey, Cunningham, Clow, & April |
06/30/09 | 29 | | | | 29 | | |||||||||
Thompson, Hickey, Cunningham, Clow, & April |
06/30/09 | 3,669 | | | | 3,669 | | |||||||||
Tydings & Rosenberg LLP |
06/30/09 | 3,648 | | | | 3,648 | | |||||||||
Venable LLP |
06/30/09 | 67,958 | | | | 67,958 | | |||||||||
Palmer, Lombardi & Donohue LLP |
06/30/09 | 297 | | | | 297 | | |||||||||
Verizon |
07/20/09 | (264 | ) | | | (264 | ) | | | |||||||
Protiviti, Inc. |
07/31/09 | 30,028 | | | 30,028 | | | |||||||||
Orrick, Herrington & Sutcliffe LLP |
07/31/09 | 127,078 | | | 127,078 | | | |||||||||
Venable LLP |
07/31/09 | 53,704 | | | 53,704 | | | |||||||||
J. H. Cohn LLP |
07/31/09 | 29,290 | | | 29,290 | | | |||||||||
Quinn Emanuel Urquhart Oliver & Hedges, LLP |
07/31/09 | 46,960 | | | 46,960 | | | |||||||||
Tydings & Rosenberg LLP |
07/31/09 | 2,739 | | | 2,739 | | | |||||||||
J.H. Cohn LLP |
08/31/09 | 145,906 | | 145,906 | | | | |||||||||
Orrick,Herrington & Sutcliffe LLP |
08/31/09 | 281,761 | | 281,761 | | | | |||||||||
Protiviti Inc. |
08/31/09 | 139,866 | | 139,866 | | | | |||||||||
Quinn Emanuel Urquhart Oliver & Hedges |
08/31/09 | 196,259 | | 196,259 | | | | |||||||||
Tydings & Rosenberg LLP |
08/31/09 | 23,601 | | 23,601 | | | | |||||||||
Venable LLP |
08/31/09 | 428,872 | | 428,872 | | | | |||||||||
Iron Mountain |
08/31/09 | 2,336 | | 2,336 | | | | |||||||||
Payroll Accrual - Overtime Correction |
09/15/09 | 19,175 | 19,175 | | | | | |||||||||
Fed Ex |
09/25/09 | 387 | 387 | | | | | |||||||||
TMST Employee (Expense reimbursement) |
09/29/09 | 50 | 50 | | | | |
Page 25 of 26
Exhibit C
TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.
Post Petition Accounts Payable
As of September 30, 2009
Vendor |
Date | Amount | Under 30 days | 30 to 60 days | 61 to 90 days | 91 to 120 days | Over 120 days | |||||||||||||
Payroll Taxes (9/30/09 Payroll) |
09/30/09 | 34,109 | 34,109 | | | | | |||||||||||||
Workmans Compensation Tax |
09/30/09 | 60 | 60 | | | | | |||||||||||||
TMST Employee (Expense reimbursement) |
09/30/09 | 66 | 66 | | | | | |||||||||||||
Thornburg Investment Management |
09/30/09 | 213 | 213 | | | | | |||||||||||||
TMST Employee |
09/30/09 | 5,411 | 5,411 | | | | | |||||||||||||
TMST Employee (Expense reimbursement) |
09/30/09 | 769 | 769 | | | | | |||||||||||||
TMST Employee |
09/30/09 | 37,106 | 37,106 | | | | | |||||||||||||
Payroll Accrual |
09/30/09 | 137,480 | 137,480 | | | | | |||||||||||||
Protiviti, Inc |
09/30/09 | 140,000 | 140,000 | | | | | |||||||||||||
Orrick,Herrington & Sutcliffe LLP |
09/30/09 | 280,000 | 280,000 | | | | | |||||||||||||
Venable LLP |
09/30/09 | 430,000 | 430,000 | | | | | |||||||||||||
J.H. Cohn LLP |
09/30/09 | 146,000 | 146,000 | | | | | |||||||||||||
Quinn Emanuel Urquhart Oliver & Hedges |
09/30/09 | 200,000 | 200,000 | | | | | |||||||||||||
Tydings & Rosenberg LLP |
09/30/09 | 24,000 | 24,000 | | | | | |||||||||||||
Epiq Bankruptcy Solutions, LLC |
09/30/09 | 50,000 | 50,000 | | | | | |||||||||||||
Office of the U.S. Trustee |
09/30/09 | 13,650 | 13,650 | |||||||||||||||||
Thornburg Mortgage Advisory Corporation |
09/30/09 | 8,400 | 8,400 | | | | | |||||||||||||
3,600,720 | 1,526,877 | 1,218,601 | 289,534 | 273,440 | 292,268 | |||||||||||||||
Potential obligations - Invoices under review |
08/31/09 | 37,518 | | 37,518 | | | | |||||||||||||
Post Petition Accounts Payable |
$ | 3,638,238 | $ | 1,526,877 | $ | 1,256,118 | $ | 289,534 | $ | 273,440 | $ | 292,268 | ||||||||
NOTE: Includes estimates for amounts that may be due to ordinary course professionals for which an invoice for services had not been received.
Page 26 of 26