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/raid1/www/Hosts/bankrupt/TCR_Public/110702.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, July 2, 2011, Vol. 15, No. 181 Headlines ALLEN FAMILY: Files Initial Monthly Operating Report AMBASSADORS INTERNATIONAL: Posts $64.6MM Net Loss in May 2011 BARNES BAY: Posts $985,960 Net Loss in May 2011 ICOP DIGITAL: Posts $11,708 Net Loss in May 2011 NEC HOLDINGS: Posts $498,700 Net Loss in April 2011 PFF BANCORP: Ends May 2011 With $1.76 Million Cash POINT BLANK: Ends May 2011 With $3.68 Million Cash ROBB & STUCKY: Posts $9.1 Million Net Loss in May 2011 SOUTHWEST GEORGIA: Posts $1.2 Million Net Loss in May 2011 TERRESTAR CORP: Ends May 2011 With $7.74 Million Cash TERRESTAR NETWORKS: Ends May 2011 With $3.72 Million Cash THORNBURG MORTGAGE: Ends May 2011 With $108.49 Million Cash VITRO SAB: Vitro America Posts $3.1 Million Net Loss in May 2011 - - - - - ALLEN FAMILY: Files Initial Monthly Operating Report ---------------------------------------------------- Allen Family Foods Inc. has filed with the U.S. Bankruptcy Court for the District of Delaware an initial monthly operating report. The Debtor submitted a DIP Budget for the 13-week period from the week ending June 25, 2011, to the week ending Sept. 17, 2011. A copy of the initial monthly operating report is available at: http://bankrupt.com/misc/allenfamily.initialmor.pdf About Allen Family Foods Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry company. Allen Family Foods, along with two affiliates, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011. It estimated assets and liabilities between $50 million and $100 million in its petition. Affiliates that filed separate Chapter 11 petitions are Allen's Hatchery Inc. and JCR Enterprises Inc. Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to the Debtors. BMO Capital Markets is the Debtors' investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. AMBASSADORS INTERNATIONAL: Posts $64.6MM Net Loss in May 2011 ------------------------------------------------------------- On June 20, 2011, Ambassadors International, Inc., and its U.S. subsidiaries filed their monthly operating report for the month ended May 31, 2011, with the U.S. Bankruptcy Court for the District of Delaware. The Debtors reported a net loss of $64.6 million on $4.8 million of net revenue for the month. At April 30, 2011, the Debtors had $74.1 million in total assets, $59.0 million in total liabilities, and stockholders' equity of $15.1 million. A copy of the operating report is available at http://is.gd/a08D8k About Ambassadors International Headquarters in Seattle, Washington, Ambassadors International, Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates Windstar Cruises, a three-ship fleet of luxury yachts that explore the hidden harbors and secluded coves of the world's most sought- after destinations. Carrying 148 to 312 guests, the luxurious ships of Windstar cruise to nearly 50 nations, calling at 100 ports throughout Europe, the Caribbean and the Americas. Ambassadors International Inc. and 11 affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on April 1, 2011. Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Phase Eleven Consultants, LLC, is the Debtors' claims and notice agent. The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel, and Richards, Layton & Finger as bankruptcy co-counsel. The Official Committee of Unsecured Creditors tapped Kelley Drye & Warren LLP as its counsel, and Lowenstein Sandler PC as its co-counsel. The Debtors disclosed $86.4 million in total assets and $87.3 million in total debts as of Dec. 31, 2010. BARNES BAY: Posts $985,960 Net Loss in May 2011 ----------------------------------------------- Barnes Bay Development Ltd., et al., reported a net loss of $985,960 on $2.1 million of revenue for the month ended May 31, 2011. EBITDA was $900,765 for the month. At May 31, 2011, the Debtors had $536.8 million in total assets, $467.55 million in total liabilities, and stockholders' equity of $69.3 million. The Debtors ended the period with $2,376,344.53 cash. The Debtors general ledger shows a cash balance of $2,275,654.55 as of the end of the period. The total cash balance at May 31, 2011 in MOR 1(a) for Hotel Operations does not reconcile to the cash figure in the balance sheet at MOR 3. The difference of $100,189.98 represents the cash floats or "banks" which are maintained by the various departments within the hotel (for example the front desk, bars, restaurants and Spa, etc). For Development, there is a difference of $500 between the total cash balance in MOR 1(a) and the cash figure in the balance sheet at MOR 3. This represents petty cash. A copy of the May 2011 monthly operating report is available at: http://bankrupt.com/misc/barnesbay.may2011mor.pdf About Barnes Bay Beverly Hills, California-based Barnes Bay Development Ltd., owns the Viceroy Anguilla Resort & Residences on the British West Indies island of Anguilla. Barnes Bay and two affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10792) on March 17, 2011. The Debtor disclosed $3,331,282 in assets and $481,840,435 in liabilities as of the Chapter 11 filing. Akin Gump Straus Hauer & Feld LLP, in Dallas, is the Debtors' lead, and Richards Layton & Finger, P.A., in Wilmington, Del., is the Debtor's local counsel. Keithley Lake & Associates is the Debtors' local Anguillan counsel. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing, solicitation and balloting agent. The Debtors' Chapter 11 plan is intended to facilitate the sale of the Viceroy Anguilla Resort and Residences. The U.S. Trustee appointed five members to the official committee of unsecured creditors in the Debtors' cases. Brown Rudnick LLP, in New York, serves as the Committee's co-counsel, and Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Del., as its Delaware co-counsel. C.R. Hodge & Associates is the Committee's foreign counsel. FTI Consulting, Inc., serves as the Committee's financial advisors. ICOP DIGITAL: Posts $11,708 Net Loss in May 2011 ------------------------------------------------ On June 21, 2011, ICOP Digital Inc., filed with the U.S. Bankruptcy Court for the District of Kansas a monthly operating report for the month of May 2011. The Debtor reported a net loss of $11,708 on $0 revenue for the month. The Debtor ended the period with $473,207 cash. Payment for professional fees (Accounting & Legal) totaled $7,700 in May. At May 31, 2011, the Debtor had $1,667,411 in total assets, $2,008,379 in total liabilities, all current, and a stockholders' deficit of $340,968. A copy of the May 2011 monthly operating report is available at: http://is.gd/TKjhXl About ICOP Digital Founded in 2002, ICOP Digital Inc. sells surveillance equipment for law enforcement agencies. Lenexa, Kansas-based ICOP Digital filed for Chapter 11 protection in Kansas City (Bankr. D. Kan. Case No. 11-20140) on Jan. 21, 2011. In its schedules, the Debtor disclosed assets of $1.67 million and debt of $2.74 million. The balance sheet as of Sept. 30, 2010, had assets on the books for $6.7 million and total debts of $4.3 million. Joanne B. Stutz, Esq., at Evans & Mullinix PA, in Shawnee, Kansas, serves as the Debtor's bankruptcy counsel. The Debtor has been renamed as of March 14, 2011, to Digital Systems, Inc. NEC HOLDINGS: Posts $498,700 Net Loss in April 2011 --------------------------------------------------- NEC Holdings Corp., et al., reported a net loss of $498,700 on $8,600 of sales for month of April 2011. At April 30, 2011, the Debtors had $18.77 million in total assets, $99.25 million in total liabilities, and a stockholders' deficit of $80.48 million. A copy of the monthly operating report is available at: http://bankrupt.com/misc/necholdings.april2011mor.pdf About NEC Holdings Uniondale, New York-based National Envelope Corporation was the largest manufacturer of envelopes in the world with 14 manufacturing facilities and 2 distribution centers and approximately 3,500 employees in the U.S. and Canada. NEC Holdings Corp., together with affiliates, including National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel to the Debtors. David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel. The Garden City Group is the claims and notice agent. Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at Pachuiski Stang Ziehl & Jones LLP, represent the Official Committee of Unsecured Creditors. Morgan Joseph & Co., Inc., is the financial advisor to the Committee. NEC Holdings estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. In September 2010, National Envelope's key assets were bought in a roughly $208 million deal by The Gores Group LLC, a West Coast private equity firm that manages about $2.9 billion of capital. PFF BANCORP: Ends May 2011 With $1.76 Million Cash -------------------------------------------------- PFF Bancorp, Inc., and Glencrest Investment Advisors, Inc., Glencrest Insurance Services, Inc., Diversified Builder Services, Inc., and PFF Real Estate Services, Inc., filed on June 20, 2011, their monthly operating reports for May 2011 with the United States Bankruptcy Court for the District of Delaware. PFF Bancorp reported a net loss of $338.54 for the period. At May 31, 2011, PFF Bancorp had total assets of negative $1.68 million, total liabilities of $14.94 million, and a stockholders deficit of $16.62 million. Total Bank Accounts were $1.76 million at May 31, 2011. A copy of the operating report is available at http://is.gd/tN42xO About PFF Bancorp PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non- diversified unitary savings and loan holding company within the meaning of the Home Owners' Loan Act with headquarters formerly located in Rancho Cucamonga, California. Bancorp is the direct parent of each of the remaining Debtors. Prior to filing for bankruptcy, Bancorp was also the direct parent of PFF Bank & Trust, a federally chartered savings institution, and said bank's subsidiaries. PFF Bank & Trust was taken over by regulators in November 2008, with the deposits transferred by the Federal Deposit Insurance Corp. to U.S. Bank NA. PFF Bancorp Inc. and its affiliates sought Chapter 11 protection on Dec. 5, 2008 (Bankr. D. Del. Case No. 08-13127 to 08-13131). Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC serves as the Debtors' claims agent. Jason W. Salib, Esq., at Blank Rome LLP, represents the official committee of unsecured creditors as counsel. POINT BLANK: Ends May 2011 With $3.68 Million Cash -------------------------------------------------- Point Blank Solutions, Inc., and its subsidiaries reported a consolidated net loss of $698,979 on sales of $11.8 million for the month ended May 31, 2011. Operating income before non- recurring expenses was $763,752. Reorganization expenses were $1.2 million. The Company recorded legal settlements and investigations expense totaling $423,872 during the month. Interest expense totaled $312,153. At May 31, 2011, the Debtors had $47.8 million in total assets, $77.5 million in total liabilities, $450,908 in minority and non- controlling interests in subsidiaries, $19.3 million in contingently redeemable common stock, and a stockholders' deficit of $49.5 million. The Debtors ended the period with $3,679,053 cash, compared to $5,882,352 at April 30, 2011. Debtor professional fees totaled $473,307. A copy of the operating report is available at: http://bankrupt.com/misc/pointblank.may2011mor.pdf About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel. ROBB & STUCKY: Posts $9.1 Million Net Loss in May 2011 ------------------------------------------------------ Robb & Stucky Limited LLLP reported a net loss of $9.10 million on $79,000 of net retail sales for the month of May 2011. At May 31, 2011, the Debtor had $34.43 million in total assets, $87.08 million in total liabilities, and a partners' deficit of $52.65 million. A copy of the operating report is available at: http://bankrupt.com/misc/robb&stucky.may2011mor.pdf About Robb & Stucky Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb & Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine Decorators; and Home of Fine Design by Robb & Stucky -- is a retailer of upscale, high-end, interior-design-driven home furnishings in the U.S. It filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011. Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman PA, serve as the Debtor's bankruptcy counsel. FTI Consulting, Inc., is the Debtor's advisor and Kevin Regan is the Debtor's chief restructuring officer. Bayshore Partners, LLC, is the Debtor's investment banker. AlixPartners, LLP, serves as the Debtor's communications consultants. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and notice agent. In its schedules, the Debtor disclosed $77,705,081 in assets and $91,859,125 in liabilities as of the Chapter 11 filing. Donald F. Walton, U.S. Trustee for Region 21, appointed the Official Committee of Unsecured Creditors in the Debtor's case. The Committee tapped Cooley LLP as its lead counsel; Broad and Cassel as its local bankruptcy counsel; and BDO USA LLP as its financial advisor. SOUTHWEST GEORGIA: Posts $1.2 Million Net Loss in May 2011 ---------------------------------------------------------- Southwest Georgia Ethanol LLC filed reported a net loss of $1.2 million on total revenue of $30.6 million for the month ended May 31, 2011. EBITDA was $350,362 for the month. For the eight months ended May 31, 2011, the net loss was $12.5 million on total revenue of $205.8 million. EBITDA was $4.1 million for the eight months ended May 31, 2011. The Debtor's balance sheet at May 31, 2011, showed $167.5 million in total assets, $147.4 million in total liabilities, and total equity of $20.1 million. A copy of the May 2011 operating report is available at: http://bankrupt.com/misc/southwestgeorgia.may2011mor.pdf About Southwest Georgia Ethanol Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co., sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany, Georgia, on Feb. 1, 2011. The Debtor owns and operates an ethanol production facility located on 267 acres in Mitchell County, Georgia, producing 100 million gallons of ethanol annually. Ethanol production operations commenced in October 2008. Revenue was $168.9 million for fiscal year ended Sept. 30, 2010. The Debtor said profitability and liquidity have been materially reduced by unfavorable fluctuations in commodity prices for ethanol and corn. John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in Atlanta, Georgia, serves as counsel to the Debtor. Morgan Keegan & Company, Inc., is the investment banker and financial advisor. The Debtor's balance sheet showed $164.7 million in assets and $134.1 million in debt as of Dec. 31, 2010. Since 2008, at least 11 ethanol-related companies have sought court protection, including VeraSun Energy Corp., once the second- largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and White Energy Holding Co. TERRESTAR CORP: Ends May 2011 With $7.74 Million Cash ----------------------------------------------------- TerreStar Corporation, et al., reported a net loss of $367,717 on $2.00 million of revenues for the filing period ended May 31, 2011. The TSC Debtors are: TerreStar Corporation, TerreStar Holdings Inc., TerreStar New York Inc., Motient Communications Inc., Motient Holdings Inc., Motient License Inc., Motient Services Inc., Motient Ventures Holding Inc., and MVH Holdings Inc. The TSC Debtors' balance sheet at May 31, 2011, showed $752.74 million in total assets, $506.33 million in total liabilities, and stockholders' equity of $246.41 million. The TSC Debtors ended the period with $7.74 million in cash and cash equivalents, compared to $8.42 million at the beginning of the period. A copy of the TSC Debtors' monthly operating report is available at http://bankrupt.com/misc/tsc.may2011mor.pdf About TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which filed on Oct. 19, 2010. The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC's case is jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11-10612 (SHL). The seven Debtor entities who sought joint administration with TSC are TerreStar New York Inc., Motient Communications Inc., Motient Holdings Inc., Motient License Inc., Motient Services Inc., Motient Ventures Holdings Inc., and MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks -- TSN -- the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100 million to $500million in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor. TERRESTAR NETWORKS: Ends May 2011 With $3.72 Million Cash --------------------------------------------------------- TerreStar Networks Inc., et al., reported a net loss of $24.78 million on $152,255 of revenues in May 2011. The TSN Debtors are: TerreStar Networks Inc., TerreStar License Inc., TerreStar National Services Inc., TerreStar Networks Holdings (Canada) Inc., TerreStar Networks (Canada) Inc., and 0887729 B.C. Ltd. The TSN Debtors' balance sheet at May 31, 2011, showed $1.051 billion in total assets, $1.535 billion in total liabilities, and a stockholders' deficit of $484.24 million. The Debtors ended the period with $3.72 million in cash and cash equivalents, compared to $6.06 million at the beginning of the period. A copy of the May 2011 monthly operating report is available at http://bankrupt.com/misc/tsn.may2011mor.pdf About TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which filed on Oct. 19, 2010. The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC's case is jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11-10612 (SHL). The seven Debtor entities who sought joint administration with TSC are TerreStar New York Inc., Motient Communications Inc., Motient Holdings Inc., Motient License Inc., Motient Services Inc., Motient Ventures Holdings Inc., and MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks -- TSN -- the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100 million to $500million in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor. THORNBURG MORTGAGE: Ends May 2011 With $108.49 Million Cash ----------------------------------------------------------- On June 21, 2011, the Chapter 11 trustee for TMST, Inc., formerly known as Thornburg Mortgage, Inc., filed on behalf of the Debtors, except for ADFITECH, Inc., a monthly operating report for May 2011. TMST, Inc., et al., ended May with $108.49 million in cash. Payments to attorneys and other professionals totaled $522,332 for the current month. The Debtors reported a net loss of $1.07 million on net operating revenue of $1,735 in May. Operating loss was $181,607. Reorganization expenses totaled $887,124. At May 31, 2011, the Debtors had $110.17 million in total assets, $3.430 billion in total liabilities, and a stockholders' deficit of $3.320 billion. A copy of the operating report is available at http://is.gd/Qongo2 About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787). Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, is tapped as counsel. Orrick, Herrington & Sutcliffe LLP is employed as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., are tapped as investment banker and financial advisor. Protiviti Inc. is also engaged for financial advisory services. KPMG LLP is the tax consultant. Epiq Systems, Inc., is claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. VITRO SAB: Vitro America Posts $3.1 Million Net Loss in May 2011 ---------------------------------------------------------------- On June 16, 2011, Vitro America, LLC, Super Sky Products, Inc., Super Sky International, Inc., Vitro Finance Corp., and VVP Funding Corporation filed monthly operating reports for the month ending May 31, 2011, with the U.S. Bankruptcy Court for the Northern District of Texas. Vitro America reported a net loss of $3.14 million on $19.70 million of revenue for the month. At May 31, 2011, Vitro America had $189.25 million in total assets, $290.30 million in total liabilities, and a stockholders' deficit of $101.05 million. A copy of Vitro America's May 2011 monthly operating report is available at http://bankrupt.com/misc/vitroamerica.may2011mor.pdf Super Sky Products reported a net loss of $27,905 on $1.70 million of contract revenues for the month. At May 31, 2011, Super Sky Products had $16.76 million in total assets, $3.77 million in total liabilities, and stockholders' equity of $12.99 million. A copy of Super Sky Products' May 2011 monthly operating report is available at: http://bankrupt.com/misc/superskyproducts.may2011mor.pdf Super Sky International had no income and expense transactions for the month. At May 31, 2011, Super Sky International had $671,038 in total assets, $1.31 million in total prepetition liabilities, and a stockholders' deficit of $638,824. A copy of Super Sky International's May 2011 monthly operating report is available at: http://bankrupt.com/misc/superskyintl.may2011mor.pdf Vitro Finance reported net profit of $272,718 on $302,000 of revenue for the month. At May 31, 2011, Vitro Finance had $177.91 million in total assets, $1.56 million in total liabilities, and stockholders' equity of $176.35 million. A copy of Vitro Finance's May 2011 monthly operating report is available at http://bankrupt.com/misc/vitrofinance.may2011mor.pdf VVP Funding reported a net loss of $20 or $0 revenue for the stub period May 9, 2011, to May 31, 2011. At May 31, 2011, VVP Funding had $3.051 million in total assets, $950 in total postpetition liabilities, and stockholders' equity of $3.050 million. A copy of VVP Funding's May 2011 monthly operating report is available at http://bankrupt.com/misc/vvpfunding.may2011mor.pdf About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and sought to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a 11bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. Concurso Mercantil & Chapter 15 Proceedings Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. The judge said Vitro couldn't push through a plan to buy back or swap US$1.2 billion in debt from bondholders based on the vote of US$1.9 billion of intercompany debt when third-party creditors were opposed. Vitro as a result dismissed the first Chapter 15 petition following the ruling by the Mexican court. On April 12, 2011, an appellate court in Mexico reinstated the reorganization. Accordingly, Vitro SAB on April 14 re-filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754). In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. Chapter 11 Proceedings A group of noteholders opposed the exchange -- namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. Together, they held US$75 million, or approximately 6% of the outstanding bond debt. The Noteholder group commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). A bankruptcy judge in Fort Worth, Texas, denied involuntary Chapter 11 petitions filed against four U.S. subsidiaries. On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. The Texas Court on April 21 denied involuntary petitions against the eight U.S. subsidiaries that didn't consent to being in Chapter 11. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. The official committee of unsecured creditors appointed in the Chapter 11 cases of Vitro America, et al., has selected Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale authorized the U.S. Debtors to sell their businesses to an affiliate of Sun Capital Partners Inc. for what the creditor's committee described as a gross price of $64.4 million. VVP Funding Corporation filed for Chapter 11 (Bankr. N.D. Tex. Case No. 11-33161) on May 9, 2011. VVP Holdings, LLC, fka VVP Holdings Corp., filed for Chapter 11 (Bankr. N.D. Tex. Case No. 11-33564) on June 2, 2011. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* 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 by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2011. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***