/raid1/www/Hosts/bankrupt/TCR_Public/090117.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Saturday, January 17, 2009, Vol. 13, No. 16
Headlines
ACCEPTANCE INSURANCE: Posts $15,169 Net Loss in December 2008
ATA AIRLINES: Files Monthly Operating Report for November 2008
BOSCOV'S INC: Files Monthly Operating Report -- Ended November 29
KUSHNER-LOCKE: Posts $68,675 Net Loss in October 2008
PROPEX INC: Files Monthly Operating Report for November 2008
REUNION INDUSTRIES: Posts $429,000 Net Loss in November 2008
TROPICANA ENTERTAINMENT: Files Operating Report for November 2008
WASHINGTON MUTUAL: Files Monthly Operating for November 2008
*********
ACCEPTANCE INSURANCE: Posts $15,169 Net Loss in December 2008
-------------------------------------------------------------
Acceptance Insurance Companies Inc. reported total assets of
$22,769,610, total liabilities of $138,180,683, and stockholders'
deficit of $115,411,073 as of Dec. 31, 2008.
For the month ended Dec. 31, 2008, the Debtor generated total
revenue of $789 and incurred a net loss of $15,169.
A full-text copy of the Debtor's December 2008 monthly report is
available for free at http://researcharchives.com/t/s?3810
About Acceptance Insurance
Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies, Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.
The company filed for Chapter 11 protection on Jan. 7, 2005
(Bankr. D. Nebr. Case No. 05-80059). The Debtor's affiliates --
Acceptance Insurance Services, Inc. and American Agrisurance, Inc.
-- each filed Chapter 7 petitions (Bankr. D. Nebr. Case Nos.
05-80056 and 05-80058) on Jan. 7, 2005. John J. Jolley, Esq.,
at Kutak Rock LLP, represents the Debtor in its restructuring
efforts. Lawyers at McGrath North Mullin & Kratz PC, LLO
represent the Official Committee of Unsecured Creditors in
Acceptance Insurance's case.
ATA AIRLINES: Files Monthly Operating Report for November 2008
--------------------------------------------------------------
ATA Airlines' Chief Restructuring Officer Steve Turoff filed with
the U.S. Bankruptcy Court for the Southern District of Indiana the
company's operating report for the period Nov. 1 to 30, 2008.
Mr. Turoff disclosed that ATA Airlines had ($230,901) in cash
profit and $14,437 in total payables for November.
The total professional fee incurred by or on behalf of ATA
Airlines during the month is $821,433 for services related to its
bankruptcy case.
ATA Airlines, Inc.
Receipts and Disbursements
Month Ended November 30, 2008
RECEIPTS
Military -
Charter -
Scheduled Service -
U.S. Bank -
Amex -
Discover -
Diner's Club -
Other Scheduled Service -
Asset Sales--Inventory 67,518
Asset Sales--Ground Equipment 4,000
Asset Sales--Rotables 49,995
Return of Deposits/Prepaids -
Cash Collateral/LOCs 211,620
Interest 9,155
Miscellaneous 372,238
------------
Total $714,526
============
DISBURSEMENTS
Base Payroll Inc. All Taxes $258,933
Stay Bonus -
Benefits 7,433
Employee Expense Payments 2,702
Facilities 22,009
Utilities/Communications 33,139
Contract Labor 39,126
Professionals 462,760
US Trustee -
Aircraft Ferry Cost 3,150
Engine Changes/Certificate Mx 90,087
Insurance--D&O/Misc. -
Health Insurance Run-off Reserve -
Cobra Reserve -
Security 831
Shipping/Cargo 8,331
Returned Checks -
Miscellaneous 16,926
------------
Total $945,427
============
Beginning Balance $46,511,077
Receipts 714,526
Disbursements (945,427)
------------
Ending Balance $46,280,176
============
About ATA Airlines
Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military. ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc. ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007. World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.
ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874). The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006. The Debtors'
emerged from bankruptcy on Feb. 28, 2006.
Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy. The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.
ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business. ATA discontinued all
operations subsequent to the bankruptcy filing. ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.
The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.
The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors. Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee. FTI Consulting, Inc., acts as the panel's
financial advisors. The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.
ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.
(ATA Airlines Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).
BOSCOV'S INC: Files Monthly Operating Report -- Ended November 29
-----------------------------------------------------------------
BSCV, Inc., and its debtor-affiliates reported about $445,000 in
assets and $440,000 in debts as of November 29, 2008. On a
consolidated basis, the Debtors reported about $178,000,000 in
total receipts and $175,000,000 in total disbursements for the
month ended November 29, 2008.
A full-text copy of the Debtors' schedule of cash receipts and
disbursements, balance sheet and statement of operations for
November 2008 is available for free at:
http://bankrupt.com/misc/Boscovs_MOR_Nov2008.pdf
About Boscov's Inc.
Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.
Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.
David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel. The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc. The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.
Boscov's listed assets of $318.9 million against debt totaling
$412.8 million. Secured creditors are owed $196.2 million.
On November 21, Judge Kevin Gross approved the sale of the
Debtors' assets to a family group led by former company chairman
Albert Boscov and former company executive Edwin Lakin. The deal,
valued at $300 million, was completed in December. Following the
sale Boscov's Inc., and Boscov's Department Store, LLC, revised
their corporate names to BSCV, Inc., and BSCV Department Store,
LLC.
(Boscov's Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)
KUSHNER-LOCKE: Posts $68,675 Net Loss in October 2008
-----------------------------------------------------
The Kushner-Locke Company delivered its monthly operating report
for the period Oct. 1, 2008, through Oct. 31, 2008.
For the period, the Debtor generated zero revenue and incurred a
net loss of $68,675.
A full-text copy of the Debtor's monthly operating report is
available for free at http://researcharchives.com/t/s?3812
Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio. The company,
along with its debtor-affiliates filed for chapter 11 protection
on Nov. 21, 2001 (Bankr. C.D. Calif. Lead Case No. 01-44828).
Carol Chow, Esq., and Charles Axelrod, Esq., at Stutman, Treister
& Glatt; Mara Mornet-Ritt, Esq., at Brandon & Morner-Ritt; and
Martin Fineman, Esq., at Davis Wright Tremaine LLP, represent the
Debtors in their restructuring efforts. Jeremy V. Richards, Esq.,
at Pachulski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors as counsel.
PROPEX INC: Files Monthly Operating Report for November 2008
------------------------------------------------------------
Propex Inc.
Unaudited Condensed Consolidated Balance Sheet
As of November 30, 2008
ASSETS:
Current Assets:
Cash and cash equivalents $50,000,000
Restricted Cash 600,000
Accounts Receivable, net 73,100,000
Accounts Receivable claims - prepetition 0
Inventories, net 88,700,000
Deferred income taxes 8,700,000
Prepaid expenses and other current assets 17,200,000
Assets held for sale 6,200,000
------------
Total current assets 244,500,000
Other assets:
Goodwill 0
Intangible assets, net 15,300,000
Deferred income taxes 0
Investment in subsidiaries 0
Intercompany notes receivable 0
Other assets 7,000,000
------------
Property, plant and equipment, net 190,100,000
------------
Total assets $456,900,000
============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Prepetition
Accounts payable 8,000,000
Accrued liabilities 1,000,000
Current portion of debt and accrued interest 382,200,000
Accrued pension obligations 0
Restructuring and other similar costs 700,000
Other current liabilities 300,000
Postpetition
Accounts payable 18,600,000
Accrued liabilities 17,700,000
Current portion of debt and accrued interest 37,400,000
Accrued pension obligations 0
Restructuring and other similar costs 700,000
Other current liabilities 1,500,000
------------
Total current liabilities 468,100,000
Non-current liabilities:
Prepetition
Accrued pension and other postretirement
benefit liabilities 16,500,000
Other non-current liabilities 0
Postpetition
Intercompany notes payable 0
Debt, less current portion 0
Deferred income taxes 11,300,000
Accrued pension and other postretirement
benefit liabilities 24,500,000
Other non-current liabilities 1,600,000
------------
Total non-current liabilities 53,900,000
Total stockholder's equity
Common stock 0
Paid-in capital 96,400,000
Accumulated other comprehensive income (3,100,000)
Retained earnings - prior year (88,300,000)
Retained earnings - current year (70,100,000)
------------
Total stockholder's equity (65,100,000)
------------
Total Liabilities and stockholder's equity $456,900,000
============
Propex Inc.
Unaudited Condensed Consolidated Statements of Operations
For Month Ended November 30, 2008
Net revenue $31,000,000
Cost of sales 35,700,000
------------
Gross profit (4,700,000)
Operating expenses:
Selling, general and administrative 6,100,000
Other(income) expense, net 100,000
Add Back depreciation and amortization 2,100,000
EBITDA (8,800,000)
Depreciation & Amortization 2,100,000
Interest expense 1,600,000
Restructuring and similar costs 900,000
Non-cash pension and other expense 0
Other non-operating expense(income)
Impairment of property, plant and equipment 0
Pension curtailment(gain), net of settlement loss 0
Debt forgiveness 0
Other 0
Equity(income) loss from sub-earnings 0
------------
Income(loss) before income taxes (13,400,000)
Income tax provision (benefit) 200,000
------------
Net income (loss) $(13,600,000)
============
Propex Inc.
Statement of Cash Flows
For Month Ended November 30, 2008
Cash flows from operating activities
Net income(loss) ($13,600,000)
Adjustments to reconcile, net income to net cash
provided by (used) in operating activities:
Depreciation and amortization 2,000,000
Non-cash interest on debt 0
Amortization of bank fees 0
Net gain on dispositions of property and
and equipment 0
Stock-based compensation 0
Impairment of property, plant and equipment 1,200,000
Impairment of goodwill 0
Impairment of intangibles 0
Pension and post-retirement benefit cost 200,000
Deferred income taxes 0
Changes in operating assets and liabilities
Decrease(increase) in assets-prepetition 0
Decrease(increase) in assets-postpetition 25,700,000
(Decrease) increase in liabilities-prepetition 100,000
(Decrease)increase in liabilities-postpetition (4,900,000)
------------
Net cash provided (used) by operating activities 10,700,000
Cash flows from investing activities
Capital expenditures (600,000)
Proceeds from sale of property and equipment 0
Acquisition of business(net of cash acquired) 0
------------
Net cash used in investing activities (600,000)
Cash flows from financing activities
Payments of long-term debt principal 0
Proceeds from issuance of debt 0
Debt issuance costs 0
Dividends 0
Net receipts from unconsolidated parent company 0
Activity with Affiliates 100,000
------------
Net cash provided by (used in) financing activities 100,000
Effect of changes in foreign exchange rates on
cash and cash equivalents (500,000)
------------
Change in cash and cash equivalents 9,700,000
------------
Cash and cash equivalents-beginning period 40,300,000
------------
Cash and cash equivalents- end period $50,000,000
============
About Propex Inc.
Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber. It also produces
primary and secondary carpet backing. Propex operates in North
America, Europe, and Brazil.
The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249). The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them. The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.
Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008. Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.
As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.
The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.
(Propex Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
REUNION INDUSTRIES: Posts $429,000 Net Loss in November 2008
------------------------------------------------------------
Reunion Industries, Inc., posted a net loss of $429,000 on net
sales $1,054,000 for the month of November 2008.
As of Nov. 30, 2008, the Debtor had $24,191,000 in total assets,
$9,262,000 in total liabilities, and $14,929,000 in total
stockholders' equity.
A full-text copy of the Debtor's November 2008 monthly operating
report is available for free at:
http://researcharchives.com/t/s?3811
Headquartered in Pittsburgh, Pennsylvania, Reunion Industries,
Inc. owns and operates industrial manufacturing operations that
design and manufacture engineered, high quality products for
specific customer requirements. These products include large
diameter seamless pressure vessels, manufactured by its CP
Industries division, and hydraulic and pneumatic cylinders,
manufactured by its Hanna Cylinders division. In addition,
the Debtor has a 65% interest in Shanghai Klemp Metal Products
Co., Ltd., a Chinese company located in Shanghai, China.
Shanghai Klemp manufactures metal bar grating.
Reunion Industries filed for chapter 11 protection on Nov. 26,
2007, (Bankr. D. Conn. Case No. 07-50727). Two Reunion Industries
stockholders, Charles E. Bradley, Sr. Family, L.P., and John Grier
Poole Family, L.P., filed separate Chapter 11 petitions on the
same day (Bankr. D. Conn. Case Nos. 07-50725 and 07-50726). Carol
A. Felicetta, Esq. at Reid and Riege, P.C.S. represents the
Debtors in their restructuring efforts.
TROPICANA ENTERTAINMENT: Files Operating Report for November 2008
-----------------------------------------------------------------
Tropicana Entertainment, LLC
Balance Sheet
As of November 30, 2008
ASSETS
Current Assets
Accounts receivable - trade $0
Cash & temporary cash investments 36,697,000
Restricted cash 0
Deposits 5,124,000
Inventories 0
Other receivables 0
Prepaid expenses 124,000
--------------
Total Current Assets 41,944,000
Property and Equipment
Buildings 0
Construction in progress 509,000
Furniture & fixtures 0
Land 0
Riverboats, barges & ramps 0
Vehicles 0
--------------
Total Property and Equipment 509,000
Reserve for Depreciation
Boats, barges & ramp reserve for depreciation 0
Building reserve for depreciation 0
Furn. & fixtures reserve for depreciation 0
Gaming entertainment reserve for depreciation 0
Vehicle reserve for depreciation 0
--------------
Total Reserve for Depreciation 0
Other Assets
Investments 2,775,215,000
Other assets 29,982,000
--------------
Total Other Assets 2,805,197,000
--------------
TOTAL ASSETS $2,847,650,000
==============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable $17,719,000
Accrued other expenses 9,546,000
Accrued payroll 611,000
Deferred income 0
Notes payable - Evansville 0
Payroll taxes payable 0
Sales tax payable 0
Current portion of long-term debt due 1 Yr 67,000,000
Amounts due to affiliated guarantors 17,600,000
--------------
Total Current Liabilities 112,476,000
Long Term Debt Due Beyond One Year
DIP financing 67,000,000
--------------
Total Long Term Debt Due Beyond One Year 67,000,000
Other Liabilities
Deferred fed taxes 0
Deferred rent 0
Deferred state inc taxes 0
Intercompany 49,503,000
--------------
Total Other Liabilities 49,503,000
Total Liabilities not Subject to Compromise 161,979,000
Liabilities Subject to Compromise
Non-intercompany 838,680,000
Intercompany 1,593,200,000
--------------
Total Liabilities Subject to Compromise 2,498,880,000
--------------
Total Liabilities $2,660,859,000
==============
Tropicana Entertainment, LLC
Income Statement
For the Month Ended November 30, 2008
Operating Revenues
Casino revenue $0
Rooms revenue 0
Food & beverage revenue 0
Other casino & hotel revenue - less int income 0
--------------
Opening Revenues 0
Less promotional allowances 0
--------------
Net Operating Revenues 0
Operating Expenses
Casino operating expenses 0
Rooms operating expenses 0
Food and beverage operating expenses 0
Other casino and hotel operating expenses 0
Utilities 0
Marketing, advertising and casino promotions 7,000
Repairs and maintenance 10,000
Insurance 43,000
Property and local taxes 0
Gaming tax and licenses 0
Administrative and general 2,186,000
Leased land and facilities 0
Depreciation and amortization 0
Loss on disposition of assets 0
Bad debt expense - loans 0
Impairment charge 0
Restructuring cost 0
Chapter 11 reorg. & other prof. Fees 4,611,000
--------------
Total Operating Expense 6,856,000
Income from Operations (6,856,000)
Other Income (Expense)
Interest expense (10,575,000)
Intercompany interest income 57,000
Intercompany interest expense (75,000)
--------------
Total Other Income (Expense) (10,592,000)
Federal Income Tax 0
Income Before Minority Interest (17,448,000)
--------------
NET INCOME ($17,448,000)
==============
About Tropicana Entertainment
Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.
Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856). Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts. Their financial advisor is Lazard
Ltd. Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent. AlixPartners LLP is the Debtors'
restructuring advisor.
Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case. Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.
The Court has extended the Debtors' exclusive period to file a
plan, through and including Jan. 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.
(Tropicana Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
WASHINGTON MUTUAL: Files Monthly Operating for November 2008
------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. delivered to
the Court on January 6, 2009, their monthly operating report for
the period from November 1 to November 30, 2008.
John Maciel, WaMu's chief financial officer, informed investors
and potential investors "not to place undue reliance" upon the
information contained in the Monthly Operating Report, which was
not prepared for the purpose of providing the basis for an
investment decision relating to any of the securities of the
Company.
Mr. Maciel added that the Operating Report "was not audited or
reviewed by independent accountants, was not prepared in
accordance with Generally Accepted Accounting Principles in the
United States, is in a format prescribed by applicable bankruptcy
laws, and is subject to future adjustment and reconciliation."
Moreover, the results set forth in the Operating Report should
not be viewed as indicative of future results. The Debtors
reserve all rights to amend the results represented in the
Operating Report, he said.
WASHINGTON MUTUAL, INC.
Unaudited Balance Sheet
As of November 30, 2008
ASSETS
Unrestricted cash and cash equivalents $4,262,555,609
Restricted cash and cash equivalents 140,220,577
Investment Securities 61,783,189
Accrued interest receivable 1,576,655
Accounts receivable 0
Income tax receivable 496,038,922
Prepaid expenses 13,440,185
Cash surrender value of BOLI/COLI 85,991,128
Funded Pension 39,173,922
Other investments 24,406,285
Investment in subsidiaries 1,901,236,010
Notes receivable, intercompany 58,208,412
Other assets 23,965,565
---------------
Total Assets $7,108,596,459
===============
LIABILITIES NOT SUBJECT TO COMPROMISE
Accounts payable $0
Taxes payable 0
Wages payable 0
Other accrued liabilities 12,534,792
Rent and equipment lease payable 125,132
Other liabilities - intercompany 0
Other postpetition liabilities 0
Minority interest 2,000,000
---------------
Total Postpetition Liabilities 14,659,924
LIABILITIES NOT SUBJECT TO COMPROMISE
Senior debt 4,108,911,139
Subordinated debt 2,356,467,965
Accrued interest payable 75,907,764
Notes payable - intercompany 684,092,246
Accrued interest payable - intercompany 3,012
Accounts payable 0
Accounts payable - intercompany 0
Taxes payable 550,131,932
Payroll and benefit accruals 407,200,176
Other accrued liabilities 92,618,152
Other prepetition liabilities 223
---------------
Total Prepetition Liabilities 8,275,332,609
---------------
Total Liabilities 8,289,992,533
SHAREHOLDERS' EQUITY
Preferred stock 3,392,341,954
Common stock 12,988,753,556
Other comprehensive income (2,173,037,452)
Retained earnings - prepetition (15,366,800,538)
Retained earnings - postpetition (22,653,594)
---------------
Total Shareholders' Equity (1,181,396,074)
---------------
Total Liabilities and Shareholders' Equity $7,108,596,459
===============
WASHINGTON MUTUAL, INC.
Unaudited Statement of Operations
For the period Nov. 1 to Nov. 30, 2008
REVENUES
Interest income:
Cash equivalents $1,550,260
Securities 262,185
Notes receivable - intercompany 99,354
Other 0
---------------
Total Interest Income 1,911,799
Earnings from subsidiaries and other
equity investments (20,918,411)
Gains (losses) from securities 999
Other income (569)
---------------
Total Revenues (19,006,182)
OPERATING EXPENSES
Compensation and benefits 110,733
Occupancy and equipment 59,690
Professional fees 469,283
Postage, express mail and courier 0
Other outside services 0
Loss (Income) from BOLI/COLI policies (975,695)
Management fees/transition services 1,000,000
Insurance 1,684,475
Other 1,661
---------------
Total Operating Expenses 2,350,147
Net profit (loss) before other income
and expenses (21,356,329)
OTHER INCOME AND EXPENSES
Interest expense:
Notes payable - intercompany 0
Borrowings 0
---------------
Total Interest Expense 0
Other expense (income) 0
---------------
Net profit (loss) before
reorganization items (21,356,329)
REORGANIZATION ITEMS
Professional fees 5,452,936
U.S. Trustee quarterly fees 12,675
Gains (losses) from sale of assets 0
Other reorganization expenses 0
---------------
Total Reorganization Items 5,465,611
---------------
Net profit (loss) before income taxes (26,821,940)
Income taxes 0
---------------
NET PROFIT (LOSS) ($26,821,940)
WASHINGTON MUTUAL, INC.
Unaudited Schedule of Cash Receipts and Disbursements
For the period Nov. 1 to Nov. 30, 2008
Opening Balance 10/31/08 $3,945,749,192
RECEIPTS
Interest & investment returns 1,185
Tax refunds 782,553
Reimbursements from WMB 0
Reimbursements from subs 0
Sales of assets/securities 297,421
Covered bond deposit 1,450,000
Miscellaneous Receipts 40,000
---------------
Total Receipts 2,571,159
TRANSFERS
General to Disbursement 0
Sweep to Money Market account 0
General to Payroll 0
To new Bank Account 0
---------------
Total Transfers 0
DISBURSEMENTS
Insurance 5,000,000
Retainer 250,000
Professional fees 1,184,062
Bank Fees 0
U.S. trustee quarterly fees 325
Miscellaneous adjustments 10,924
---------------
Total Disbursements 6,445,311
Net Cash Flow (3,874,152)
---------------
Cash - End of Month 3,941,675,039
GL Balance 3,941,675,039
Net value -- short-term securities 320,680,570
---------------
Total Cash & Cash Equivalents $4,262,555,609
===============
WMI INVESTMENT CORP.
Unaudited Balance Sheet
As of November 30, 2008
ASSETS
Unrestricted cash and cash equivalents $111,081,350
Restricted cash and cash equivalents 0
Investment Securities 189,211,280
Accrued interest receivable 1,759,555
Accounts receivable 0
Income tax receivable 17,897,736
Prepaid expenses 0
Cash surrender value of BOLI/COLI 0
Funded Pension 0
Other investments 65,433,305
Investment in subsidiaries 0
Notes receivable, intercompany 565,844,197
Other assets 32,911,837
---------------
Total Assets $984,139,260
===============
LIABILITIES NOT SUBJECT TO COMPROMISE
Accounts payable $0
Taxes payable 0
Wages payable 0
Other accrued liabilities 143,528
Rent and equipment lease payable 0
Other liabilities - intercompany 0
Other postpetition liabilities 0
Minority interest 0
---------------
Total Postpetition Liabilities 143,528
LIABILITIES NOT SUBJECT TO COMPROMISE
Senior debt 0
Subordinated debt 0
Accrued interest payable 0
Notes payable - intercompany 0
Accrued interest payable - intercompany 0
Accounts payable 0
Accounts payable - intercompany 0
Taxes payable 0
Payroll and benefit accruals 0
Other accrued liabilities 0
Other prepetition liabilities 0
---------------
Total Prepetition Liabilities 0
---------------
Total Liabilities 143,528
SHAREHOLDERS' EQUITY
Preferred stock 0
Common stock 1,000,000,000
Other comprehensive income (7,909,774)
Retained earnings - prepetition 14,133,260
Retained earnings - postpetition (22,227,753)
---------------
Total Shareholders' Equity 983,995,733
---------------
Total Liabilities and Shareholders' Equity $984,139,261
===============
WMI INVESTMENT CORP.
Unaudited Statement of Operations
For the period Nov. 1 to Nov. 30, 2008
REVENUES
Interest income:
Cash equivalents $0
Securities 2,861,417
Notes receivable - intercompany 1
Other 0
---------------
Total Interest Income 2,861,418
Earnings from subsidiaries and other
equity investments 0
Gains (losses) from securities (24,945,318)
Other income 0
---------------
Total Revenues (22,083,900)
OPERATING EXPENSES
Compensation and benefits 0
Occupancy and equipment 0
Professional fees 0
Postage, express mail and courier 0
Other outside services 0
Loss (Income) from BOLI/COLI policies 0
Management fees/transition services 0
Insurance 0
Other 143,853
---------------
Total Operating Expenses 143,853
Net profit (loss) before other income
and expenses (22,227,753)
OTHER INCOME AND EXPENSES
Interest expense:
Notes payable - intercompany 0
Borrowings 0
---------------
Total Interest Expense 0
Other expense (income) 0
---------------
Net profit (loss) before
reorganization items (22,227,753)
REORGANIZATION ITEMS
Professional fees 0
U.S. Trustee quarterly fees 0
Gains (losses) from sale of assets 0
Other reorganization expenses 0
---------------
Total Reorganization Items 0
---------------
Net profit (loss) before income taxes (22,227,753)
Income taxes 0
---------------
NET PROFIT (LOSS) ($22,227,753)
WMI INVESTMENT CORP.
Unaudited Schedule of Cash Receipts and Disbursements
For the period Nov. 1 to Nov. 30, 2008
Opening Balance 10/31/08 $4,002,091,486
RECEIPTS
Interest & investment returns 2,252,523
Tax refunds 782,553
Reimbursements from WMB 0
Reimbursements from subs 0
Sales of assets/securities 52,785,267
Covered bond deposit 1,450,000
Miscellaneous Receipts 40,000
---------------
Total Receipts 57,310,343
TRANSFERS
General to Disbursement 0
Sweep to Money Market account (51,385,663)
General to Payroll 0
To new Bank Account 0
---------------
Total Transfers (51,385,663)
DISBURSEMENTS
Insurance 5,000,000
Retainer 250,000
Professional fees 1,184,062
Bank Fees 2
U.S. trustee quarterly fees 650
Miscellaneous adjustments 10,724
---------------
Total Disbursements 6,445,438
Net Cash Flow (520,759)
---------------
Cash - End of Month 4,001,570,727
GL Balance 4,001,570,727
Net value -- short-term securities 372,066,233
----------------
Total Cash & Cash Equivalents $1,373,636,959
===============
The Debtors' cash receipts and disbursements are with respect to
their deposit accounts and general accounts at Washington Mutual
Bank/JPMorgan Chase Bank, Bank of New York Mellon, U.S. Bank and
Bank of America.
A detailed schedule of WaMu's cash receipts and disbursements is
available for free at:
http://bankrupt.com/misc/WaMu_CashDisbursementNov2008.pdf
WaMu's Preferred Funding
Mr. Maciel reported that as of the Petition Date, the Office of
Thrift Supervision concluded that a conditional exchange of
certain securities occurred as of the Petition Date:
Depositary Shares
Securities Exchanged Into
---------- --------------
Washington Mutual Preferred Series J Perpetual
(Cayman) I Ltd. 7.25% Perpetual Non-Cumulative
Non-cumulative Preferred Securities Fixed Rate Preferred
Series A-1 Stock of WaMu
Washington Mutual Preferred Series J Perpetual
(Cayman) I Ltd. 7.25% Perpetual Non-Cumulative
Non-cumulative Preferred Securities Fixed Rate Preferred
Series A-2 Stock of WaMu
Washington Mutual Preferred Funding Series I Perpetual
Trust I Fixed-to-Floating Rate Non-Cumulative
Perpetual Non-Cumulative Trust Fixed-to-Floating
Securities Rate Preferred Stock
of WaMu
Washington Mutual Preferred Funding Series L Perpetual
Trust II Fixed-to-Floating Rate Non-Cumulative
Perpetual Non-Cumulative Trust Fixed-to-Floating
Securities Rate Preferred Stock
of WaMu
Washington Mutual Preferred Funding Series M Perpetual
Trust III Fixed-to-Floating Rate Non-Cumulative
Perpetual Non-Cumulative Trust Fixed-to-Floating
Securities Rate Preferred Stock
of WaMu
Washington Mutual Preferred Funding Series N Perpetual
Trust IV Fixed-to-Floating Rate Non-Cumulative
Perpetual Non-Cumulative Trust Fixed-to-Floating
Securities Rate Preferred Stock
of WaMu
WaMu has not yet reflected the Conditional Exchange and the
related attendant transactions on its financial statements.
Assuming that the Conditional Exchange has been completed, a pro
forma basis of WaMu's financial statements as of November 30,
2008, would reflect (i) a credit-to-shareholders' equity of
approximately $3.9 billion upon issuance of the New Classes of
Preferred Stock, and (ii) a corresponding loss of approximately
$3.9 billion upon conversion of the Securities, Mr. Maciel said.
In addition, Mr. Maciel disclosed that WaMu's accrued
postpetition liabilities with respect to vendors aggregate, on
account of the Vendors' services through, and as of, November 30,
2008. These include:
Accrual Through
Vendor Accruals 11/30/2008
--------------- ---------------
Akin Gump $1,677,103
Alvarez & Marsal 1,320,854
Davis Wright Tremaine 380,619
FTI Consulting 730,000
Gibson Dunn 164,058
Grant Thornton 69,138
Joele Frank 52,084
John Wolfe 53,185
McKee Nelson 147,000
Miller & Chevalier 48,613
Milliman 20,188
Pepper Hamilton 158,481
Perkins Coie 260,289
Richards Layton 93,585
Shearman Sterling 241,620
Simpson Thacher 187,448
Towers, Perrin, Forster & Crosby, Inc. 67,658
Weil Gotshal & Manges, LLP 3,645,136
KCC 365,483
U.S. Trustee 13,000
Miscellaneous Accruals 2,839,243
As of November 24, 2008, WaMu paid Alvarez & Marsal's
professional fees for $1,125,521, and reimbursed the firm's
accrued expenses totaling $58,540.
Mr. Maciel certified that no property tax returns were filed
during the period from November 1 to November 30, 2008.
Mr. Maciel added that WaMu's payroll -- including the remission
of all withholding taxes, benefits and employer taxes -- is being
processed through the payroll services of JPMorgan Chase Bank, as
the acquirer of WaMu's banking operations. WaMu reimburses
JPMorgan for all payroll expenses, he noted.
According to Mr. Maciel, these new bank accounts were opened
during the Reporting Period:
Company Bank Account No.
------- ---- -----------
Washington Mutual, Inc. U.S. Bank (Money Market) xxxxx7001
Washington Mutual, Inc. U.S. Bank (Custodial) xxxxx0000
WMI Investment Corp. U.S. Bank (Money Market) xxxxx6001
Washington Mutual, Inc. U.S. Bank (Custodial) xxxxx6000
A full-text copy of WaMu's November 2008 Operating Report is
available for free at the U.S. Securities and Exchange Commission
at http://ResearchArchives.com/t/s?37f2
About Washington Mutual
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries. The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.
Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators. The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns
100% of the equity in WMI Investment. Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695. WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.
(Washington Mutual Inc. Bankruptcy News; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
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then-ending.
For copies of court documents filed in the District of Delaware,
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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USA. Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
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