TMST, Inc. - FORM 8-K - EX-99.1 - MONTHLY OPERATING REPORT

Attached files

file	filename
8-K - FORM 8-K - TMST, Inc.	d8k.htm

Exhibit 99.1


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al. (1)		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 March 31, 2011

Accounting Method:

x Accrual Basis

¨ Cash Basis


*THIS REPORT IS DUE 20 DAYS AFTER THE END OF THE MONTH*

		Debtor must attach each of the following reports/documents unless the U. S. Trustee
Mark One Box for Each Required Document:		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

1. Cash Receipts and Disursements Statement (Form 2-B)

2. Balance Sheet (Form 2-C)

3. Profit and Loss Statement (Form 2-D)

4. Supporting Schedules (Form 2-E)

5. Disbursements Summary (Form 2-F)

6. Narrative (Form 2-G)

7. Bank Statements for All Bank Accounts (See Exhibit A)

8. Bank Statement Reconciliations for all Bank Accounts (See Exhibit A)

QUESTIONNAIRE

Yes

Please answer the questions below:

1. Is the business still operating?

)

2. Were any assets (other than inventory) sold this month?

3. Were all employees timely paid this month?

4. Are all insurance policies and operating licenses current and in effect?

)

5. Did you open any new bank accounts this month?

6. Did you deposit all receipts into your DIP account this month?

7. Have all taxes been timely paid (payroll, sales, etc.)?

8. Are you current on U.S. Trustee quarterly fees payments?

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.


Executed on: 5/5/11	Print Name: Joel I. Sher

	Signature:	/s/ Joel I. Sher

	Title:	Chapter 11 Trustee

(1)

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.

(2)	The Chapter 11 Trustee is in the process of winding-up all operations.

(3)	TMST Home Loans, Inc. is currently in the process of withdrawing state licenses due to the sale of the Servicing Portfolio.

Rev. 4/2008

Page 1 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT (1)

For Period: 3/1/2011 to 3/31/2011

CASH FLOW SUMMARY


	Current Month			Accumulated
Beginning Cash Balance	$	109,657,108	(2)	$	16,847,967	(2)

2. Cash Receipts
Operations		87,767			27,436,353
Sale of Assets		—			80,041,433
Loans/advances		—			18,364,080
Other		—			21,873,472

Total Cash Receipts	$	87,767		$	147,715,338

3. Cash Disbursements
Operations		173,239			20,231,769
Debt Service/Secured loan payment		—			—
Professional fees/U.S. Trustee fees		602,909			16,080,880
Other					18,525,000

Total Cash Disbursements	$	776,148		$	54,837,649

4. Net Cash Flow (Total Cash Receipts less
Total Cash Disbursements)		(688,381	)		92,877,689

5. Ending Cash Balance (to Form 2-C)	$	108,968,727	(3)	$	109,725,656	(3)

CASH BALANCE SUMMARY


Account Name/Number	Institution	Bank Balance		Deposits In Transit		Outstanding Checks		Book Balance
xxxxxxx2822	New Mexico Bank & Trust	$	8,634,750		—	$	50,992	$	8,583,758
xxxxxxx0805	J.P. Morgan		—		—		—		—
xxxxxxx1807	New Mexico Bank & Trust		5,520		—		—		5,520
xxxxxxx2954	New Mexico Bank & Trust		60,688		—		30		60,658
xxxxxxx2989	New Mexico Bank & Trust		4,181		—		—		4,181
xxxxxxx5856	New Mexico Bank & Trust		446,393		—		—		446,393
xxxxxxx2842	New Mexico Bank & Trust		3,982,667		—		—		3,982,667
xxxxxxx9638	The Bank of New York Mellon		1,002		—				1,002
xxxxxxx9639	The Bank of New York Mellon		—		—		—		—
xxxxxxx0989	Bank of America		95,884,548		—		—		95,884,548

		$	109,019,749	$	—	$	51,020	$	108,968,727	(3)

(1)	The term “cash” as used herein includes all forms of currency (e.g., checks, cash, money orders, etc.)

(2)	Accumulated beginning cash balance is the cash available at the commencement of the case. Current month beginning cash balance equals the previous month’s ending balance.

(3)	Current Month, Accumulated, and Book cash balances are the same.

Page 2 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH DISBURSEMENTS DETAIL	Account No:	xxxxxxx2822
*(attach additional sheets as necessary)*

Date

Check No.

Payee

Description (Purpose)

Amount

3/7/2011

WIRE

MERSCORP, Inc.

MERS

1,098

3/9/2011

7325

Safeguard Business Systems Inc

Contract Services

200

3/9/2011

7326

TMST Employee

Expense reimbursement

352

3/9/2011

7327

FedEX

Shipping

539

3/9/2011

7328

Bravo Technical Resources

Contract Services

4,386

3/9/2011

7329

Iron Mountain Information Management

Document Storage

1,596

3/9/2011

7330

Epiq Bankruptcy Solutions, LLC

Professional services

14,743

3/9/2011

7331

FrontBridge Technologies, Inc.

Microsoft Exchange Hosted Services

2,575

3/9/2011

7332

Blue Chip Insurance Agency

146

3/9/2011

7333

RR Donnelley Receivables, Inc

EDGAR Filings

1,200

3/9/2011

7334

FTI Consulting, Inc.

Contract Services

5,761

3/9/2011

7335

TMST Employee

Expense reimbursement

1,869

3/9/2011

7336

TMST Employee

Expense reimbursement

2,340

3/9/2011

7337

Walsh, Anderson, Brown, Aldridge & Gallegos

Professional services

345

3/9/2011

WIRE

ADP Inc.

Payroll - Direct deposits

27,882

3/10/2011

WIRE

ADP, Inc.

Payroll taxes

16,797

3/14/2011

Debit Memo

Cashier Checks

State Tax Extensions

2,820

3/17/2011

WIRE

Quinn Emanuel Urquhart Oliver & Hedges LLP

Professional services

27,049.42

3/17/2011

WIRE

J.H. Cohn LLP

Professional services

15,027.10

3/17/2011

WIRE

KPMG LLP

Professional services

4,950.00

3/17/2011

WIRE

Tydings & Rosenberg LLP

Professional services

27,818.92

3/17/2011

WIRE

Goldin Associates, LLC

Professional services

209,168.97

3/17/2011

WIRE

Shapiro Sher Guinot & Sandler

Professional services

294,217.13

3/23/2011

WIRE

ADP Inc.

Payroll - Direct deposits

32,675

3/24/2011

WIRE

ADP, Inc.

Payroll taxes

21,054

3/29/2011

7338

Crystal Springs

Office Supplies

3/29/2011

7339

First Interstate Plaza

Office Lease_Rent

5,337

3/29/2011

7340

TMST Employee

Expense reimbursement

1,308

3/29/2011

7341

TMST Employee

Expense reimbursement

234

3/29/2011

7342

Hotel Santa Fe

Contract Services

5,018

3/29/2011

7343

Las Palomas

Contract Services

981

3/29/2011

7344

tw telecom

Information Services

2,728

3/29/2011

7345

FedEX

Shipping

199

3/29/2011

7346

Bravo Technical Resources

Contract Services

20,359

3/29/2011

7347

Iron Mountain Information Management

Document Storage

885

3/29/2011

7348

Pandesa Corporation

Information Services

200

3/29/2011

7349

TMST Employee

Expense reimbursement

188

3/29/2011

7350

Epiq Bankruptcy Solutions, LLC

Professional services

9,934

3/29/2011

7351

TMST Employee

Expense reimbursement

3,366

Total Cash Disbursements

767,373

(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 3 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH RECEIPTS DETAIL	Account No:	xxxxxxx2822
*(attach additional sheets as necessary)*


Date	Payor	Description (Purpose)	Amount
3/4/2011	The Mortgage House	Whole Loan Premium Recapture		8,786
3/23/2011	LBNA	As Trustee for Thornburg Mortgage		57,962
3/25/2011	Wells Fargo Bank	Credit Risk Advisor Fee		362
3/25/2011	Wells Fargo Bank	Credit Risk Advisor Fee		844
3/25/2011	US Bank	Credit Risk Advisor Fee		582
3/25/2011	Wells Fargo Bank	Reinvestment Income		30
3/30/2011	Nova Home Loans	Whole Loan Premium Recapture		5,990

		Total Cash Receipts	$	74,558	(1)

(1)	Total for all accounts should agree with total cash receipts listed on Form 2-B, page 2

Page 4 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH DISBURSEMENTS DETAIL	Account No:	xxxxxxx2954
*(attach additional sheets as necessary)*


Date	Check No.		Payee	Description (Purpose)	Amount
3/9/2011		15537	MIDCON Data Services LLC	Document Storage	$	2,065
3/9/2011		15538	Pepper Hamilton LLP	Professional services		6,485

				Total Cash Disbursements	$	8,550	(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 5 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH RECEIPTS DETAIL	Account No:	xxxxxxx2954
*(attach additional sheets as necessary)*


Date	Payor	Description (Purpose)	Amount
3/1/2011	Universal American Mortgage	Whole Loan Premium Recapture	$	6,166
3/1/2011	The Private Bank	Whole Loan Premium Recapture		3,995
3/1/2011	State of New Hampshire	Tax Refund		738
3/1/2011	State of Connecticut	Tax Refund		2,310

		Total Cash Receipts	$	13,209	(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 6 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH RECEIPTS DETAIL	Account No:	xxxxxxx0805
*(attach additional sheets as necessary)*


Date	Payor	Description (Purpose)	Amount
		Total Cash Receipts	$	0	(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 7 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH DISBURSEMENTS DETAIL	Account No:	xxxxxxx2989
*(attach additional sheets as necessary)*

Date

Check No.

Payee

Description (Purpose)

Amount

3/4/2011

ACH

ADP Financial Services

Payroll processing

3/18/2011

ACH

ADP Financial Services

Payroll processing

134

Total Cash Disbursements

225

(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 8 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH RECEIPTS DETAIL	Account No:	xxxxxxx5856
*(attach additional sheets as necessary)*


Date	Payor	Description (Purpose)	Amount
		Total Cash Receipts	$	0	(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 9 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH RECEIPTS DETAIL	Account No:	xxxxxxx1807
*(attach additional sheets as necessary)*


Date	Payor	Description (Purpose)	Amount
3/31/2011	New Mexico Bank & Trust	Interest Paid	$	0

		Total Cash Receipts	$	0	(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 10 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH RECEIPTS DETAIL	Account No:	xxxxxxx2842
*(attach additional sheets as necessary)*


Date	Payor	Description (Purpose)	Amount
		Total Cash Receipts	$	0	(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 11 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH DISBURSEMENTS DETAIL	Account No:	xxxxxxx0989
*(attach additional sheets as necessary)*


Date	Check No.	Payee	Description (Purpose)	Amount
			Total Cash Disbursements	$	0	(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 12 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-B

CASH RECEIPTS STATEMENT

For Period: 3/1/2011 to 3/31/2011


CASH RECEIPTS DETAIL	Account No:	xxxxxxx0989
*(attach additional sheets as necessary)*


Date	Payor	Description (Purpose)	Amount
		Total Cash Receipts	$	0	(1)

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 2

Page 13 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-C

COMPARATIVE BALANCE SHEET

For Period Ended: March 31, 2011


		Current Month			Petition Date (1)
*ASSETS*
Current Assets:
Cash and Cash Equivalents (from Form 2-B)		$	108,968,727		$	16,848,967
Accounts Receivable (from Form 2-E)			902,540			9,403,326
Receivable from Officers, Employees, Affiliates (2)			—			—
Inventory			—			—
Other Current Assets (List):	Prepaid expenses & retainers		1,182,488			4,807,453
	Accrued interest receivable		—			47,878

Total Current Assets			111,053,755			31,107,624

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			1,201,340			533,109

Net Fixed Assets			—			668,231

Other Assets (List):	Restricted cash		—			201,432,689
	Mortgage servicing portfolio		—			87,104,385
	Investment in subsidiaries (3)		(6,000,000	)		21,244,747
	Loan held for sale		2,015,230			8,359,404
	Deposits		3,605,000			300,000

TOTAL ASSETS		$	110,673,985		$	350,217,080

*LIABILITIES*
Post-petition Accounts Payable (from Form 2-E)		$	785,799		$	—
Post-petition Accrued Professional Fees (from Form 2-E)			3,635,609			—
Post-petition Taxes Payable (from Form 2-E)			—			—
Post-petition Notes Payable			—			—
Other Post-petition Payable(List):	Contingent obligations (4)		3,296,287			—
			—

Total Post Petition Liabilities			7,717,695			—

Pre Petition Liabilities:
Secured Debt			—			—
Priority Debt			—			—
Unsecured Debt (3)			3,421,750,874			3,664,898,118

Total Pre Petition Liabilities			3,421,750,874			3,664,898,118

TOTAL LIABILITIES			3,429,468,569			3,664,898,118

*OWNERS’ EQUITY*
Owner’s/Stockholder’s Equity			3,640,741,359			3,640,741,359
Retained Earnings - Prepetition			(6,955,422,396	)		(6,955,422,396	)
Retained Earnings - Post-petition (5)			(4,113,547	)		—

TOTAL OWNERS’ EQUITY			(3,318,794,584	)		(3,314,681,037	)

TOTAL LIABILITIES AND OWNERS’ EQUITY		$	110,673,985		$	350,217,080

(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)	TMST, Inc. has requested reimbursement from SAF for damages incurred. No receivable has been recorded.

(3)	On March 15, 2010 the Second Amended Chapter 11 Plan of Reorganization for ADFITECH, Inc. became effective. TMST Home Loans interests were deemed cancelled on the Effective Date and Senior Notes Guarantee Claims against TMST, Inc. were reduced by $38.6 million under the plan.

(4)	Includes cash payments received that will require bankruptcy court ruling to resolve ownership issues.

(5)	Post-petition Retained Earning includes a loss of $4.2 million related to 2009 and income of $3 million related to 2010.

Rev. 4/2008

Page 14 of 19


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: March 1, 2011 to March 31, 2011


	Current Month			Post-petition Accumulated Total (1)
Operating Revenue
Interest income (2)	$	—		$	5,637,680
Mortgage servicing income		59,782			21,789,248

Net Operating Revenue		59,782			27,426,928

Total interest expense / (benefit) (3)		—			(1,195,076	)

Gross Profit		59,782			28,622,004

Operating Expenses
Officer Compensation		—			895,390
Selling, General and Administrative		210,059			26,317,448
Rents and Leases		5,337			903,936
Depreciation, Depletion and Amortization		—			634,828
Other (list):		—			—
		—			—

Total Operating Expenses		215,396			28,751,602

Operating Income / (Loss)		(155,614	)		(129,598	)

Non-Operating Income / (Expenses)
Earnings from subsidiaries		—			3,368,902
Other Non-Operating Income (4)		—			12,742,097

Net Non-Operating Income / (Expenses)		—			16,110,999

Reorganization Expenses
Legal and Professional Fees		659,042			19,809,740
Other Reorganization Expense		28,496			626,259

Total Reorganization Expenses		687,538			20,435,999

Net Income / (Loss) Before Income Taxes		(843,152	)		(4,454,598	)

Federal and State Income Tax Expense / (Benefit) (5)		—			(341,051	)

NET INCOME / (LOSS)	$	(843,152	)	$	(4,113,547	)

(1)	Accumulated Totals include all revenue and expenses since the petition date.

(2)	Accumulated total includes approximately $4.5 million of $16.6 million in certain Owner Trust residual interest distributions that may require bankruptcy court ruling to resolve ownership issues. To be conservative, the Company has not recorded a $12.1 million receivable or the related income.

(3)	Accumulated total reflects amortization of derivatives.

(4)

Accumulated total includes a $8 million gain on the reorganization of Adfitech, Inc., a $3.9 million gain on the servicing portfolio, a $3.3 million loss incurred on the whole loan liquidation and a $3.9 million gain on cancellation of auction swaps agreements by CSFB and RBS as reported in each entity’s respective bankruptcy claim filings.

(5)

In early January 2010, the Trustee signed a Consent Agreement with the Internal Revenue Service to change TMST, Inc.’s method of accounting related to the reporting of taxable income associated with REMIC regular interests. Due to the large 2009 operating losses for TMST, Inc. no tax liability was incurred.

Rev. 4/2008

Page 15 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-E

SUPPORTING SCHEDULES

For Period: March 1, 2011 to March 31, 2011

POST PETITION TAXES PAYABLE SCHEDULE


	Beginning Balance		Amount Accrued		Amount Paid		Date Paid		Check Number		Ending Balance
Income Tax Withheld
Federal			$	9,322	$	9,322		3/10/2011		Wire	$	—
	$	—		12,044		12,044		3/24/2011		Wire		—
State		—		1,839		1,839		3/10/2011		Wire		—
				2,252		2,252		3/24/2011		Wire		—
FICA Tax Withheld		—		2,338		2,338		3/10/2011		Wire		—
				2,813		2,813		3/24/2011		Wire		—
Employer’s FICA Tax		—		3,166		3,166		3/10/2011		Wire		—
				3,809		3,809		3/24/2011		Wire		—
Unemployment Tax
Federal		—				—						—
						—
State		—		132		132		3/10/2011		Wire		—
				136		136		3/24/2011		Wire		—
Sales, Use & Excise Taxes		—		—		—						—
Property Taxes		—		—		—						—
Accrued Income Tax
Federal		—		—		—						—
State		—										—

TOTALS	$	—	$	37,851	$	37,851					$	—

INSURANCE SCHEDULE

Carrier

Amount of
Coverage

Expiration
Date

Premiums
Paid
Through

Workers’ Compensation

Hartford Casualty Ins. Company

1,000,000/incident

7/1/2011

General Liability

The Cincinnati Insurance Co.

1,000,000/incident

8/11/2011

Property (Fire, Theft) (1)

N/A

Vehicle (1)

N/A

Directors & Officers (Excess)

N/A

Directors & Officers (Primary)

N/A

Trustee Surety Bond

Liberty Mutual Insurance Company

120,000,000

10/28/2011

(1)	Commercial Property and Vehicle coverage are included in the General Liability Commercial Package policy.

Rev. 4/2008

Page 16 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-E

SUPPORTING SCHEDULES

For Period: 3/1/2011 to 3/31/2011

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING


Due	Accounts Receivable (1)			Post Petition Accounts Payable (2)
Under 30 days	$	—		$	799,083
30 to 60 days		—			1,009,701
61 to 90 days		—			251,836
91 to 120 days		—			5,775
Over 120 days		492,676			2,355,014
Unavailable		283,719	(3)

Total Post Petition		776,395

Pre Petition Amounts		126,145	(3)

Total Accounts Receivable		902,540
Less: Bad Debt Reserve		—

Net Accounts Receivable (to Form 2-C)	$	902,540

		Total Post Petition Accounts Payable		$	4,421,409

(1)	See Exhibit B for Accounts Receivable Aging

(2)	See Exhibit C for Accounts Payable Aging

(3)	Receivable amounts include balances due from multiple mortgage loan holders. Aging of the balances due is not available.

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS


	Month-end Retainer Balance		Current Month’s Accrual		Paid in Current Month		Date of Court Approval	Month-end Balance Due * (1)
Debtor’s Counsel (2)	$	—	$	—	$	—		$	—
Debtor’s Special Counsel (3)		310,304		—		—			449,718
Debtor’s Financial Advisor		—		—		—			191
Creditors’ Committee’s Counsel		100,000		77,395		54,868			230,357
Unsecured Creditors’ Financial Advisor		—		8,807		15,027			12,555
Chapter 11 Trustee (4)		—		75,000		—			1,275,000
Trustee’s Counsel		—		310,000		294,217			897,535
Trustee’s Financial Advisor		—		260,000		209,169			744,315
Trustee’s Tax Advisor (5)		—		11,788		4,950			15,937
Claims Agent		—		10,000		24,677			10,000

Total	$	410,304	$	752,990	$	602,909		$	3,635,609

*	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)	Retainer Balance, net of outstanding fees, was returned to TMST, Inc. on August 3, 2010

(3)	Orrick, Herrington & Sutcliffe LLP is no longer Debtors’ Special Counsel. The current balance due is the subject of damages in the adversary proceeding filed against Orrick, Herrington & Sutcliffe LLP and other SAF related parties.

(4)	Chapter 11 Trustee commission is an estimate based on time spent performing the Trustee function at customary rates. The actual commission awarded is subject to Bankruptcy Court approval and will vary from the estimate.

(5)

The Chapter 11 Trustee was authorized to retain KPMG LLP to provide tax compliance and consulting services on May 26, 2010 pursuant to their February 26, 2010 engagement letter. Payments for services rendered prior to February 28, 2010 are reported pursuant to the Ordinary Course Professional Compensation Procedures.

Rev. 4/2008

Page 17 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-E

SUPPORTING SCHEDULES

For Period: 3/1/2011 to 3/31/2011

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**

Payee Name

Position

Nature of Payment

Amount

N/A

**	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.

Rev. 4/2008

Page 18 of 19


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Form 2-F

DISBURSEMENT SUMMARY

For the Month Ended: March 31, 2011

QUARTERLY DISBURSEMENT CALCULATION


		TMST, Inc., et al.
1. Disbursements made in calendar quarter
	January 2011	$	3,424,983
	February 2011		759,222
	March 2011		776,148

	Quarterly Total	$	4,960,353

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

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 19 of 19

Exhibit B

TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.

Accounts Receivable

As of March 31, 2011


Post Petition		Date		Amount		Under 30 days		30 to 60 days		61 to 90 days		91 to 120 days		Over 120 days		Unavailable
Reimbursement Simmons_FedEx (1)			8/7/2009	$	98	$	—	$	—	$	—	$	—	$	98	$	—
Reimbursement Simmons_FedEx (1)			8/14/2009		49		—		—		—		—		49		—
Reimbursement Simmons_FedEx (1)			9/11/2009		47		—		—		—		—		47		—
Thornburg Mortgage Advisory Co			10/15/2009		492,482		—		—		—		—		492,482		—
Borrower Escrow Advance Balance	(2)		Various		272,828		—		—		—		—		—		272,828
Borrower Corporate Advance Balance	(2)		Various		10,828		—		—		—		—		—		10,828
Borrower Inspection Fees	(2)		Various		63		—		—		—		—		—		63

Total Post Petition Accounts Receivable				$	776,395	$	—	$	—	$	—	$	—	$	492,676	$	283,719


Pre Petition		Date		Amount
Premium Recapture			4/30/2009		6,887
Borrower Escrow Advance Balance	(2)		Various		119,108
Borrower Inspection Fees	(2)		Various		150

Total Pre Petition Accounts Receivable				$	126,145

(1)	Employee expenses appear to have been for personal matters.

(2)	Receivable amounts include balances due from multiple mortgage loan holders. Aging of the balances due is not available.

Page 1 of 1

Exhibit C

TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.

Post Petition Accounts Payable

As of March 31, 2011


Vendor	Date		Amount		Under 30 days		30 to 60 days		61 to 90 days		91 to 120 days		Over 120 days
Thornburg Mortgage Advisory Co		05/15/09		40,290		—		—		—		—		40,290
Orrick,Herrington & Sutcliffe LLP		05/31/09		21,469		—		—		—		—		21,469
Orrick,Herrington & Sutcliffe LLP		06/30/09		19,410		—		—		—		—		19,410
Orrick,Herrington & Sutcliffe LLP		07/31/09		127,078		—		—		—		—		127,078
Thornburg Mortgage Advisory Co		07/31/09		37,518		—		—		—		—		37,518
Orrick,Herrington & Sutcliffe LLP		08/31/09		281,761		—		—		—		—		281,761
Thornburg Mortgage Advisory Co		09/30/09		8,400		—		—		—		—		8,400
Thornburg Mortgage Advisory Co		10/15/09		29,657		—		—		—		—		29,657
Thornburg Mortgage Advisory Co		10/31/09		6,460		—		—		—		—		6,460
Thornburg Mortgage Advisory Co		11/15/09		28,453		—		—		—		—		28,453
Chapter 11 Trustee_Joel I. Sher		11/30/09		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co		11/30/09		5,024		—		—		—		—		5,024
Thornburg Mortgage Advisory Co		12/15/09		1,875		—		—		—		—		1,875
Chapter 11 Trustee_Joel I. Sher		12/31/09		75,000		—		—		—		—		75,000
Quinn Emanuel Urquhart Oliver & Hedges		12/31/09		60,000		—		—		—		—		60,000
Thornburg Mortgage Advisory Co		12/31/09		29,989		—		—		—		—		29,989
Thornburg Mortgage Advisory Co		01/15/10		26,875		—		—		—		—		26,875
Chapter 11 Trustee_Joel I. Sher		01/31/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co		01/31/10		4,450		—		—		—		—		4,450
Thornburg Mortgage Advisory Co		02/12/10		26,875		—		—		—		—		26,875
Chapter 11 Trustee_Joel I. Sher		02/28/10		75,000		—		—		—		—		75,000
Protiviti Inc.		02/28/10		191		—		—		—		—		191
Thornburg Mortgage Advisory Co		02/28/10		1,893		—		—		—		—		1,893
Chapter 11 Trustee_Joel I. Sher		03/31/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co		03/31/10		31,325		—		—		—		—		31,325
American Stock Transfer & Trust		04/01/10		5,500		—		—		—		—		5,500
Chapter 11 Trustee_Joel I. Sher		04/30/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co		04/30/10		31,325		—		—		—		—		31,325
American Stock Transfer & Trust		05/01/10		5,500		—		—		—		—		5,500
Chapter 11 Trustee_Joel I. Sher		05/31/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co		05/31/10		31,325		—		—		—		—		31,325
American Stock Transfer & Trust		06/01/10		5,500		—		—		—		—		5,500
Chapter 11 Trustee_Joel I. Sher		06/30/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co		06/30/10		27,575		—		—		—		—		27,575
American Stock Transfer & Trust		07/01/10		5,500		—		—		—		—		5,500
Chapter 11 Trustee_Joel I. Sher		07/31/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co		07/31/10		27,575		—		—		—		—		27,575
American Stock Transfer & Trust		08/01/10		5,775		—		—		—		—		5,775
Chapter 11 Trustee_Joel I. Sher		08/31/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co		08/31/10		27,575		—		—		—		—		27,575
American Stock Transfer & Trust		09/01/10		5,775		—		—		—		—		5,775
Chapter 11 Trustee_Joel I. Sher		09/30/10		75,000		—		—		—		—		75,000
Goldin Associates, LLC		09/30/10		47,449		—		—		—		—		47,449

Page 1 of 3

Exhibit C

TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.

Post Petition Accounts Payable

As of March 31, 2011


Vendor	Date		Amount		Under 30 days		30 to 60 days		61 to 90 days		91 to 120 days		Over 120 days
Quinn Emanuel Urquhart Oliver & Hedges		09/30/10		2,404		—		—		—		—		2,404
Shapiro Sher Guinot & Sandler		09/30/10		48,650		—		—		—		—		48,650
Tydings & Rosenberg LLP		09/30/10		1,432		—		—		—		—		1,432
Thornburg Mortgage Advisory Co		09/30/10		25,000		—		—		—		—		25,000
American Stock Transfer & Trust		10/01/10		5,775		—		—		—		—		5,775
Chapter 11 Trustee_Joel I. Sher		10/31/10		75,000		—		—		—		—		75,000
Goldin Associates, LLC		10/31/10		49,955		—		—		—		—		49,955
KPMG LLP		10/31/10		2,911		—		—		—		—		2,911
Quinn Emanuel Urquhart Oliver & Hedges		10/31/10		2,612		—		—		—		—		2,612
Shapiro Sher Guinot & Sandler		10/31/10		48,002		—		—		—		—		48,002
Tydings & Rosenberg LLP		10/31/10		2,725		—		—		—		—		2,725
Thornburg Mortgage Advisory Co		10/31/10		25,000		—		—		—		—		25,000
American Stock Transfer & Trust		11/01/10		5,775		—		—		—		—		5,775
Chapter 11 Trustee_Joel I. Sher		11/30/10		75,000		—		—		—		—		75,000
Goldin Associates, LLC		11/30/10		49,934		—		—		—		—		49,934
Quinn Emanuel Urquhart Oliver & Hedges		11/30/10		740		—		—		—		—		740
Shapiro Sher Guinot & Sandler		11/30/10		66,788		—		—		—		—		66,788
Tydings & Rosenberg LLP		11/30/10		1,945		—		—		—		—		1,945
Thornburg Mortgage Advisory Co		11/30/10		25,000		—		—		—		—		25,000
American Stock Transfer & Trust		12/01/10		5,775		—		—		—		5,775		—
Chapter 11 Trustee_Joel I. Sher		12/31/10		75,000		—		—		75,000		—		—
Goldin Associates, LLC		12/31/10		41,718		—		—		41,718		—		—
Quinn Emanuel Urquhart Oliver & Hedges		12/31/10		2,883		—		—		2,883		—		—
Shapiro Sher Guinot & Sandler		12/31/10		47,929		—		—		47,929		—		—
Tydings & Rosenberg LLP		12/31/10		2,110		—		—		2,110		—		—
Adfitech		12/31/10		50,846		—		—		50,846		—		—
Thornburg Mortgage Advisory Co		12/31/10		25,000		—		—		25,000		—		—
American Stock Transfer & Trust		01/01/11		5,775		—		—		5,775		—		—
Pinnacle Exhibits		01/25/11		575		—		—		575		—		—
Chapter 11 Trustee_Joel I. Sher		01/31/11		75,000		—		75,000		—		—		—
Goldin Associates, LLC		01/31/11		49,639		—		49,639		—		—		—
J.H. Cohn LLP		01/31/11		3,749		—		3,749		—		—		—
KPMG LLP		01/31/11		1,238		—		1,238		—		—		—
Quinn Emanuel Urquhart Oliver & Hedges		01/31/11		5,860		—		5,860		—		—		—
Shapiro Sher Guinot & Sandler		01/31/11		68,211		—		68,211		—		—		—
Tydings & Rosenberg LLP		01/31/11		6,608		—		6,608		—		—		—
Thornburg Mortgage Advisory Co		01/31/11		25,000		—		25,000		—		—		—
American Stock Transfer & Trust		02/01/11		5,775		—		5,775		—		—		—
Chapter 11 Trustee_Joel I. Sher		02/28/11		75,000		—		75,000		—		—		—
Goldin Associates, LLC		02/28/11		245,621		—		245,621		—		—		—
Quinn Emanuel Urquhart Oliver & Hedges		02/28/11		39,078		—		39,078		—		—		—
Shapiro Sher Guinot & Sandler		02/28/11		307,955		—		307,955		—		—		—
Tydings & Rosenberg LLP		02/28/11		24,565		—		24,565		—		—		—

Page 2 of 3

Exhibit C

TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.

Post Petition Accounts Payable

As of March 31, 2011


Vendor	Date		Amount		Under 30 days		30 to 60 days		61 to 90 days		91 to 120 days		Over 120 days
TBConsulting		02/28/11		6,959		—		6,959		—		—		—
TBConsulting		02/28/11		34,061		—		34,061		—		—		—
TBConsulting		02/28/11		29,607		—		29,607		—		—		—
American Stock Transfer & Trust		03/01/11		5,775		—		5,775		—		—		—
Moving Solutions		03/14/11		996		996		—		—		—		—
Qwest		03/22/11		119		119		—		—		—		—
FrontBridge Technologies, Inc.		03/23/11		2,575		2,575		—		—		—		—
Walsh,Anderson,Brown,Aldridge & Gallegos, P.C.		03/23/11		119		119		—		—		—		—
State of New Mexico		03/24/11		12		12				—		—		—
Altura Communication Solutions		03/25/11		714		714		—		—		—		—
FedEx		03/25/11		294		294		—		—		—		—
Bravo Technical Resources		03/29/11		923		923		—		—		—		—
VIP Services, Inc.		03/29/11		8,441		8,441		—		—		—		—
RR Donnelley		03/30/11		1,215		1,215		—		—		—		—
TMST Employee		03/30/11		32		32		—		—		—		—
Chapter 11 Trustee_Joel I. Sher		03/31/11		75,000		75,000				—		—		—
Epiq Bankruptcy Solutions, LLC		03/31/11		10,000		10,000		—		—		—		—
Goldin Associates, LLC		03/31/11		260,000		260,000		—		—		—		—
J.H. Cohn LLP		03/31/11		8,806		8,806		—		—		—		—
KPMG LLP		03/31/11		11,788		11,788		—		—		—		—
Quinn Emanuel Urquhart Oliver & Hedges		03/31/11		60,071		60,071		—		—		—		—
Shapiro Sher Guinot & Sandler		03/31/11		310,000		310,000		—		—		—		—
Tydings & Rosenberg LLP		03/31/11		17,324		17,324		—		—		—		—
Crystal Springs		03/31/11		14		14		—		—		—		—
Iron Mountain Information Management		03/31/11		2,263		2,263		—		—		—		—
Office of the U.S. Trustee		03/31/11		11,375		11,375		—		—		—		—
Payroll Accrual		03/31/11		17,000		17,000		—		—		—		—

Post Petition Accounts Payable				4,421,408		799,083		1,009,701		251,836		5,775		2,355,014

NOTE:

Includes estimates for amounts that may be due to professionals for which an invoice for services had not been received. Amounts asserted by vendors may be subject to adjustments and bankruptcy court approval.

Page 3 of 3


DEBTOR:		TMST, Inc. f/k/a Thornburg Mortgage, Inc., et al.		CASE NO:		09-17787

Exhibit D

For Period Ending March 31, 2011

EXPLANATORY STATEMENT

RESERVATION OF RIGHTS AND GLOBAL FOOTNOTES

FOR MONTHLY OPERATING REPORT

The Trustee 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 Trustee 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 Trustee prepared this Monthly Operating Report with the assistance of his financial advisor, Goldin Associates, LLC (“Goldin”), 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 Goldin or any other party on behalf of the Trustee.

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 1

TMST, Inc. - FORM 8-K - EX-99.1 - MONTHLY OPERATING REPORT - May 9, 2011

Attached files