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8-K - FORM 8-K - PMI GROUP INCd305440d8k.htm

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

In re The PMI Group, Inc.  

Case No. 11-13730 (BLS)

Reporting Period: 1/1/12-1/31/12

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month

Submit copy of report to any official committee appointed in the case

 

REQUIRED DOCUMENTS

   Form No.   Document
Attached
   Explanation
Attached
   Debtor’s
Statement

Schedule of Cash Receipts and Disbursements

   MOR-1   X      

Bank Account Reconciliations, Bank Statements and Cash Disbursements Journal

   MOR-1(a)         X

Schedule of Professional Fees Paid

   MOR-1(b)   X      

Statement of Operations

   MOR-2   X      

Balance Sheet

   MOR-3   X      

Status of Postpetition Taxes

   MOR-4         X

Summary of Unpaid Postpetition Accounts Payable

   MOR-4(a)   X      

Debtor Questionnaire

   MOR-5   X      

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

 

 

    

 

Signature of Debtor      Date

 

    

 

Signature of Joint Debtor      Date

/s/ Donald P. Lofe, Jr.

    

2/21/2012

Signature of Authorized Individual*      Date

Donald P. Lofe, Jr.

    

Executive Vice President, Chief Financial Officer and Chief Administrative Officer

Printed Name of Authorized Individual      Title of Authorized Individual

 

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.


NOTES TO MONTHLY OPERATING REPORT

The PMI Group, Inc., a debtor and debtor in possession (the “Company” or “Debtor”), hereby submits its Monthly Operating Report (the “MOR”).

1. Description of the Cases. On November 23, 2011 (the “Petition Date”), the Debtor filed a voluntary petition with the Bankruptcy Court for reorganization under Chapter 11 of the Bankruptcy Code. The Debtor is operating its business as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

2. Basis of Presentation. The MOR is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements to the United States Bankruptcy Court. The financial information in the MOR is preliminary and unaudited and does not purport to show the financial statements of the Debtor in accordance with Generally Accepted Accounting Principles (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. We caution readers not to place undue reliance upon the MOR. There can be no assurance that such information is complete and the MOR may be subject to revision.

The information contained in the MOR has been derived from the Debtor’s books and records in conjunction with information available from non-debtor affiliates. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, we believe that the financial information could be subject to changes and these changes could be material. The information furnished in this MOR includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

3. Recoveries and Causes of Action. The MOR, the Debtor’s Schedules of Assets and Liabilities and Statements of Financial Affairs may not include a complete list of causes of action it possesses as of the Petition Date or at any point thereafter. Regardless of the recoveries and causes of action listed, the Debtor reserves all of its rights with respect to any and all causes of action they may possess, including, but not limited to, avoidance actions or to assert any defenses, and nothing in this MOR shall be deemed a waiver or limitation of any of the Debtor’s rights to pursue any such causes of action or recovery or assert any defenses.

4. Reorganization Items. American Institute of Certified Public Accountant Statement of Position 90-7, “Financial Reporting by Entities in reorganization under the Bankruptcy Code” (“SOP 90-7”) requires separate disclosure of reorganization items such as realized gains and losses from the settlement of pre-petition liabilities, provisions for losses resulting from the reorganization and restructuring of the business as well as professional fees directly related to the process or reorganizing the Debtor under Chapter 11. Such items are reflected in the MOR as Bankruptcy Related Expenses.


5. Liabilities Subject to Compromise. As a result of the Chapter 11 filing, most pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-petition 11 liabilities are stayed. The Debtor has been paying and intends to continue to pay undisputed post-petition claims in the ordinary course of business. In addition, the Debtor may reject pre-petition executory contracts with respect to the Debtor's operations with the approval of the Bankruptcy Court. Damages resulting from rejection of executory contracts are generally treated as general unsecured claims and will be classified as liabilities subject to compromise. The pre-petition liabilities that are subject to compromise are reported herein at the amounts expected to be allowed, although they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims or other events. While GAAP requires fair market adjustments to certain obligations, including funded debt, this MOR states such obligations at notional value, including pre-petition accrued interest.

6. Post-petition Accounts Payable. To the best of the Debtor's knowledge, all undisputed post-petition accounts payable have been and are being paid under agreed-upon payment terms.

7. Investments in Subsidiaries. Financial information related to any of the Debtor's investments in its subsidiaries has been derived from the Debtor's books and records in conjunction with the information available from non-debtor affiliates. Any information contained in this report pertaining to the Debtor's investments in its subsidiaries should be viewed as preliminary and subject to revision. Given the timing of this filing, final loss provision and other expenses may not be reflected in the period in which they occur.

8. Non-Cash Compensation Expense. Prior to the Petition Date, certain employees of the Debtor and its subsidiaries were granted stock-based compensation (including options). The Debtor has not expensed or accrued post-petition expense for outstanding stock-based grants.

9. Notes Receivable. The Other Assets balance reported on the balance sheet of this report includes notes receivable that relate to investments made prior to 2002 to fund programs instituted, or to be instituted, by the Company or its subsidiaries. These programs are no longer in place and the Debtor is currently attempting to monetize these assets. The value assigned to these notes has been derived from the Debtor's books and records in conjunction with the information available from non-debtor affiliates. The Debtor has not independently confirmed the outstanding balance on these notes receivable. These amounts may not represent fair market value and may be subject to significant revision.

The Debtor holds a Note Receivable of approximately $285 million plus accrued interest from an operating subsidiary. That subsidiary has been placed into receivership on an interim basis by its regulator due to a deficiency in regulatory capital; accordingly, the Debtor has provided a full valuation allowance against this note. The fair market value of this note and the amount that may ultimately be received in satisfaction thereof cannot be determined at this time.

 

- 2 -


10. Deferred Assets and Liabilities and Other Accruals. The Debtor has reversed certain accruals for pre-petition non-cash assets and liabilities, such as unamortized debt issuance expenses. There is significant uncertainty respecting the Debtor’s ability to utilize its deferred tax attributes; accordingly, a full valuation allowance has been applied to the deferred tax asset and no tax benefit or provision has been recognized.

11. Intercompany Balances. The “Accounts Receivable – Affiliates” and Post-petition “Accounts Payable – Intercompany” should be viewed as preliminary and subject to further revision. Given the timing of this filing, the Debtor and its affiliates may be required to make adjustments that may not be reflected in the period in which they occur.

 

- 3 -


The PMI Group, Inc.

Cash Receipts and Disbursements

January 1, 2012 to January 31, 2012

MOR-1

 

Cash Receipts1

   $ 18,507   

Operating Disbursements

  

Employee Compensation

     162,500   

Payroll Taxes

     12,991   

Employee Benefit Costs

     3,205   

Consultants and Temporary Staff

     11,344   

Ordinary Course Professional Fees

     25,040   

Intercompany Payments (non-employee)

     —     

Travel

     —     

Tax Payments

     —     

Board Compensation and Travel

     180,750   

Other (misc. G&A and contingencies)

     20,359   
  

 

 

 

Total Operating Disbursements

     416,189   

Bankruptcy Related Expenses

  

Debtor Professionals

     117,920   

UCC Professionals

     —     

Claims Administrators

     61,265   

US Trustee

     325   
  

 

 

 

Total Bankruptcy Disbursements

     179,510   

Total Disbursements

     595,699   

Net Cash Flow

     (577,192

Beginning Cash Balance as of 1-1-2012

   $ 165,409,120   

Change in Cash

     (577,192
  

 

 

 

Ending Cash Balance as of 1-31-2012

   $ 164,831,928   
  

 

 

 

 

1 

Primarily includes distributions from liquidity securities into BNY Mellon account


The PMI Group, Inc.

Schedule of Bank Accounts and Balances

For the Month Ended January 31, 2012

MOR-1a

Note: All bank accounts have been reconciled for the period presented.

 

Name of Bank

 

Account Name

 

Bank Account Number

 

Balance

 
Bank of America   Main Account   xxxxxx0476   $ 164,341,323   
Bank of America   Payroll Account   xxxxxx0423     143,263   
Bank of New York   Cash Securities   xxx430     188,420   
Chemical Bank   Gateway   xxxxxxl515     148,196   
First National Bank of Gordon   Gateway   xxx251     10,727   
     

 

 

 
Total       $ 164,831,928   
     

 

 

 


The PMI Group, Inc.

Schedule of Professional Fees Paid

January 1, 2012 to January 31, 2012

MOR-1b

 

Payee

   Period Covered      Amount  

Kurtzman Carson Consultants LLC

     11/23/11 to 12/31/11       $ 61,265.42   

Groom Law Group, Chartered

     11/23/11 to 12/31/11       $ 17,590.88   

Goldin Associates, LLC

     11/23/11 to 12/31/11       $ 117,919.51   
     

 

 

 

Total Professional Fees

      $ 196,775.81   


STATEMENT OF OPERATIONS

THE PMI GROUP, INC.

For the Period ended January 31, 2012

MOR-2

 

Total Revenues

   $ —     

Payrolls

     219,048   

Other Recurring Expense

     357,004   
  

 

 

 

Total Recurring Expense

     576,052   

Non-Recurring Expenses - Bankruptcy Related

     614,945   
  

 

 

 

Total Expense

     1,190,997   

Interest and Dividends - Net

     3,598   

Equity Earnings

     88,297   

Gain (Loss) on Investments

     (113
  

 

 

 

Net Investment Income

     91,783   
  

 

 

 

Income (Loss) before Tax

     (1,099,215
  

 

 

 

Tax Provision (Benefit) 1

     (1,029,914
  

 

 

 

Net Income (Loss)

   $ (69,301
  

 

 

 

 

1 

January tax benefit relates to December 2010 intercompany tax adjustments between TPG and two subsidiaries, MIC and RIC.


BALANCE SHEET

THE PMI GROUP, INC.

For the Month Ended January 31, 2012

MOR-3

 

Assets

  

Fixed Income Securities

   $ 1,690,261   

Cash

     164,831,928   

Investments in Subsidiaries

     50,777,801   

Accounts Receivable - Affiliates

     2,449,130   

Pre-paid Assets

     9,933,931   

Other Assets

     697,557   
  

 

 

 

Total Assets

   $ 230,380,609   
  

 

 

 

Liabilities Not Subject to Compromise

  

Accrued Expenses

   $ 932,289   

Accounts Payable

     124,232   

Accounts Payable - Intercompany

     107,016   

Other Liabilities

     51,399   
  

 

 

 

Liabilities Not Subject to Compromise

   $ 1,214,935   
  

 

 

 

Liabilities Subject To Compromise

  

Pre-Petition Bond Debt

   $ 744,074,292   

Gateway Liability

     262,000   

Accounts Payable

     49,197   

Accounts Payable - Intercompany

     20,967,905   
  

 

 

 

Liabilities Subject To Compromise

   $ 765,353,393   
  

 

 

 
  
  

 

 

 

Total Liabilities

   $ 766,568,328   
  

 

 

 

Common Stock

   $ 1,970,788   

Additional Paid In Capital and Accumulated Deficit

     735,246,401   

Treasury Shares

     (1,273,404,907
  

 

 

 
  
  

 

 

 

Total Equity

   $ (536,187,719
  

 

 

 
  
  

 

 

 

Total Liabilities & Equity

   $ 230,380,609   
  

 

 

 


The PMI Group, Inc.

Summary of Post-Petition Taxes

For the Month Ended January 31, 2012

MOR-4

Representation: To the best of its knowledge, The PMI Group, Inc. has paid its taxes due as of 1-31-2012.


The PMI Group, Inc.

Summary of Post-Petition Debts

For the Month Ended January 31, 2012

MOR-4a

Unpaid Post-Petition Debts

 

     Current      0-31 Days      31-60 Days      61-90 Days      Over 90 Days      Total  

Total Operating Payables

   $ 112,012       $ 1,561       $ —         $ —         $ —         $ 113,573   

Total Bankruptcy Related Payables

   $ 10,659       $ —         $ —         $ —         $ —         $ 10,659   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Post-Petition Payables

   $ 122,670       $ 1,561       $ —         $ —         $ —         $ 124,232   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 


The PMI Group, Inc.

Debtor Questionnaire

For the Month Ended January 31, 2012

MOR-5

DEBTOR QUESTIONNAIRE

 

Must be completed each month

  

Yes

  

No

1.   Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.       x
2.   Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.       x
3.   Have all postpetition tax returns been timely filed? If no, provide an explanation below.    x   
4.   Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.    x   
5.   Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.       x