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

Attached files

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8-K - FORM 8-K - TMST, Inc.	d306333d8k.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 January 31, 2012


Accounting Method:		x Accrual Basis				¨ Cash Basis

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


Mark One Box for Each Required Document:				Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. File the original with the Clerk of Court. Submit a duplicate, with original signature, to the U. S. Trustee.


Report/Document Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS


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

x	¨	2. Balance Sheet (Form 2-C)

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

x	¨	4. Supporting Schedules (Form 2-E)

x	¨	5. Disbursements Summary (Form 2-F)

¨	x	6. Narrative (Form 2-G)

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

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


QUESTIONNAIRE	Yes			No

Please answer the questions below:

1. Is the business still operating?	x	(2	)	¨

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

3. Were all employees timely paid this month?	x			¨

4. Are all insurance policies and operating licenses current and in effect?	x	(3	)	¨

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

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

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

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

I declare under penalty of perjury that the following Monthly Operating Report, and any statements and attachments thereto are true, accurate and correct to the best of my belief.


Executed on:	2/23/12	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: 1/1/2012 to 1/31/2012

CASH FLOW SUMMARY


	Current Month			Accumulated
	Current Month			Accumulated
Beginning Cash Balance	$	103,209,028	(2)	$	16,847,967	(2)

2. Cash Receipts
Operations		2,349			27,768,435
Sale of Assets		—			80,041,433
Loans/advances		—			18,364,080
Other		—			23,927,639

Total Cash Receipts	$	2,349		$	150,101,587

3. Cash Disbursements
Operations		209,098			23,075,073
Debt Service/Secured loan payment		—			—
Professional fees/U.S. Trustee fees		1,259,162			22,673,697
Other		0			19,457,667

Total Cash Disbursements	$	1,468,260		$	65,206,437

4. Net Cash Flow (Total Cash Receipts less Total Cash Disbursements)		(1,465,911	)		84,895,150

5. Ending Cash Balance (to Form 2-C)	$	101,743,117	(3)	$	101,743,117	(3)

CASH BALANCE SUMMARY


Account Name/Number	Institution	Bank Balance			Deposits In Transit			Outstanding Checks		Book Balance
Account Name/Number	Institution	Bank Balance			Deposits In Transit			Outstanding Checks		Book Balance
xxxxxxx2822	New Mexico Bank & Trust	$	1,404,261			—		$	3,624		1,400,638
xxxxxxx0805	J.P. Morgan		—	(4)		—			—		—
xxxxxxx1807	New Mexico Bank & Trust		5,523			—			—		5,523
xxxxxxx2954	New Mexico Bank & Trust		23,989			—			—		23,989
xxxxxxx2989	New Mexico Bank & Trust		1,024			—			—		1,024
xxxxxxx5856	New Mexico Bank & Trust		446,393			—			—		446,393
xxxxxxx2842	New Mexico Bank & Trust		4,000,000			—			—		4,000,000
xxxxxxx9638	The Bank of New York Mellon		1,002			—					1,002
xxxxxxx9639	The Bank of New York Mellon		820			(820	)		—		—
xxxxxxx0989	Bank of America		95,864,548			—			—		95,864,548

		$	101,747,561		$	(820	)	$	3,624	$	101,743,117	(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.

(4)	TMST, Inc. did not receive a more recent statement. Thus, the December 2011 statement is included in Exhibit A.

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: 1/1/2012 to 1/31/2012

CASH DISBURSEMENTS DETAIL

(attach additional sheets as necessary)

Account No: xxxxxxx2822


Date	Check No.	Payee	Description (Purpose)	Amount
1/3/2012	WIRE	Shapiro Sher Guinot & Sandler	Professional services	$	273,380
1/11/2012	7535	FedEX	Shipping		146
1/11/2012	7536	CSC	Statutory Representation		321
1/11/2012	7537	Safeguard Business Systems Inc	Contract Services		106
1/11/2012	7538	FrontBridge Technologies, Inc.	Microsoft Exchange Hosted Services		5,150
1/11/2012	7539	Epiq Bankruptcy Solutions, LLC	Professional services		6,323
1/11/2012	7540	Iron Mountain Information Management	Document Storage		1,055
1/11/2012	7541	Hotel Santa Fe	Contract Services		114
1/11/2012	7542	Crystal Springs	Office Supplies		36
1/11/2012	7543	American Stock Transfer & Trust	Transfer Agent		31,433
1/11/2012	7544	RR Donnelley Receivables, Inc	EDGAR Filings		1,770
1/11/2012	7545	Walsh,Anderson,Brown,Aldridge & Gallegos	Professional services		29
1/11/2012	7546	TMST Employee	Expense reimbursement		345
1/11/2012	7547	CenturyLink	Information Services		121
1/11/2012	7548	Adfitech, Inc.	Tax Refund less expenses		22,352
1/11/2012	WIRE	ADP Inc.	Payroll - Direct deposits		18,319
1/12/2012	WIRE	ADP, Inc.	Payroll taxes		10,643
1/23/2012	WIRE	KPMG LLP	Professional services		55,879
1/23/2012	WIRE	Quinn Emanuel Urquhart Oliver & Hedges LLP	Professional services		13,180
1/23/2012	WIRE	Tydings & Rosenberg LLP	Professional services		4,658
1/23/2012	WIRE	Goldin Associates, LLC	Professional services		169,847
1/23/2012	WIRE	Shapiro Sher Guinot & Sandler	Professional services		319,865
1/24/2012	7549	TBConsulting	Contract Services		66,662
1/24/2012	7550	FedEX	Shipping		43
1/24/2012	7551	Drinker Biddle & Reath LLP	Professional services		3,000
1/24/2012	7552	tw telecom	Information Services		1,265
1/24/2012	7553	ADT Security Services	Contract Services		144
1/24/2012	7554	TMST Employee	Expense reimbursement		964
1/24/2012	7555	U.S. Trustee	BK court fees		9,750
1/24/2012	7556	First Interstate Plaza	Office Lease_Rent		5,337
1/24/2012	7557	U.S. Trustee	BK court fees		325
1/25/2012	WIRE	ADP Inc.	Payroll - Direct deposits		19,872
1/26/2012	WIRE	ADP, Inc.	Payroll taxes		11,604
1/30/2012	WIRE	Quinn Emanuel Urquhart Oliver & Hedges LLP	Professional services		32,819
1/30/2012	WIRE	Goldin Associates, LLC	Professional services		155,143
1/30/2012	WIRE	Tydings & Rosenberg LLP	Professional services		6,556
1/30/2012	WIRE	Shapiro Sher Guinot & Sandler	Professional services		210,458

		Total Cash Disbursements		$	1,459,015	(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: 1/1/2012 to 1/31/2012

CASH RECEIPTS DETAIL

(attach additional sheets as necessary)

Account No: xxxxxxx2822


Date	Payor	Description (Purpose)	Amount
1/20/2012	TMST Employee	Reimbursement of Expenses	$	28
1/20/2012	AON Risk Services	Workers Compensation		750
1/25/2012	Wells Fargo Bank	Reinvestment Income		39
1/25/2012	US Bank	Credit Risk Advisor Fee		527
1/25/2012	Wells Fargo Bank	Credit Risk Advisor Fee		719
1/25/2012	Wells Fargo Bank	Credit Risk Advisor Fee		286

	Total Cash Receipts		$	2,349	(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 STATEMENT

For Period: 1/1/2012 to 1/31/2012

CASH RECEIPTS DETAIL

(attach additional sheets as necessary)

Account No: xxxxxxx0805


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 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: 1/1/2012 to 1/31/2012


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


Date	Payor	Description (Purpose)	Amount
1/31/2012	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 6 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: 1/1/2012 to 1/31/2012

CASH DISBURSEMENTS DETAIL

(attach additional sheets as necessary)

Account No: xxxxxxx2954


Date	Check No.	Payee	Description (Purpose)	Amount
1/11/2012	15569	Pinnacle Exhibits, Inc.	Storage	$	689
1/11/2012	15570	MIDCON Data Services LLC	Document Storage		2,065
1/11/2012	15571	State of Oregon	2010 TMST Home Loans Taxes		155
1/24/2012	15572	U.S. Trustee	BK court fees		325
1/24/2012	15573	U.S. Trustee	BK court fees		654

		Total Cash Disbursements		$	3,888	(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 STATEMENT

For Period: 1/1/2012 to 1/31/2012


CASH RECEIPTS DETAIL		Account No: xxxxxxx2954
*(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 8 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: 1/1/2012 to 1/31/2012


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


Date	Check No.	Payee	Description (Purpose)	Amount
1/6/2012	ACH	ADP Financial Services	Payroll processing	$	137
1/20/2012	ACH	ADP Financial Services	Payroll processing		148
1/27/2012	ACH	ADP Financial Services	Payroll processing		72

			Total Cash Disbursements	$	357	(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: 1/1/2012 to 1/31/2012


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 10 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: 1/1/2012 to 1/31/2012


CASH DISBURSEMENTS 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: 1/1/2012 to 1/31/2012


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


Date	Check No.	Payee	Description (Purpose)	Amount
1/31/2012	Bank of America		Bank and Technology Service Fee	$	5,000

		Total Cash Disbursements		$	5,000	(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: 1/1/2012 to 1/31/2012


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: January 31, 2012


	Current Month			Petition Date (1)
*ASSETS*
Current Assets:
Cash and Cash Equivalents (from Form 2-B)	$	101,743,117		$	16,848,967
Accounts Receivable (from Form 2-E)		895,653			9,403,326
Receivable from Officers, Employees, Affiliates (2)		—			—
Inventory		—			—
Other Current Assets (List): Prepaid expenses & retainers		1,067,747			4,807,453
Accrued interest receivable		—			47,878

Total Current Assets		103,706,517			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		1,985,230			8,359,404
Deposits		3,605,000			300,000

TOTAL ASSETS	$	103,296,747		$	350,217,080

*LIABILITIES*
Post-petition Accounts Payable (from Form 2-E)	$	665,463		$	—
Post-petition Accrued Professional Fees (from Form 2-E)		4,317,415			—
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		8,279,164			—

Pre Petition Liabilities:
Secured 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		3,430,030,038			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)		(12,052,254	)		—

TOTAL OWNERS’ EQUITY		(3,326,733,291	)		(3,314,681,037	)

TOTAL LIABILITIES AND OWNERS’ EQUITY	$	103,296,747		$	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. On February 13, 2012, the Trustee filed a motion with The Bankruptcy Court seeking approval of a settlement of all claims asserted against SAF Financial, Inc., Orrick, Herrington & Sutcliffe LLP, Thornburg Mortgage Advisory Corporation and other individual defendants. The impact of that settlement will be reflected in subsequent Monthly Operating Reports, upon its approval by The Bankruptcy Court.

(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.

Pre-petition unsecured debt includes a $1.1 billion fair value adjustment for Senior Subordinated Secured Notes recorded under GAAP. Total pre-petition liabilities prior to the fair value adjustment is $4,542,124,192.

(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, income of $3 million related to 2010 and a loss of $10.2 million related to 2011.

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: January 1, 2012 to January 31, 2012


	Current Month			Post-petition Accumulated Total (1)
Operating Revenue
Interest income (2)	$	—		$	5,637,681
Mortgage servicing income		1,571			21,840,786

Net Operating Revenue		1,571			27,478,467

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

Gross Profit		1,571			28,673,543

Operating Expenses
Officer Compensation		—			895,390
Selling, General and Administrative		195,402			28,352,536
Rents and Leases		5,527			960,346
Depreciation, Depletion and Amortization		—			668,240
Other (list): __________________________		—			—
__________________________		—			—

Total Operating Expenses		200,929			30,876,512

Operating Income / (Loss)		(199,358	)		(2,202,969	)

Non-Operating Income / (Expenses)
Earnings from subsidiaries		—			3,368,902
Other Non-Operating Income (4)		—			13,692,097

Net Non-Operating Income / (Expenses)		—			17,060,999

Reorganization Expenses
Legal and Professional Fees		371,801			26,517,733
Other Reorganization Expense		925			687,404

Total Reorganization Expenses		372,726			27,205,137

Net Income / (Loss) Before Income Taxes		(572,084	)		(12,347,107	)

Federal and State Income Tax Expense / (Benefit) (5)		155			(294,853	)

NET INCOME / (LOSS)	$	(572,239	)	$	(12,052,254	)

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

(2)	Accumulated total includes approximately $4.5 million of $19.9 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 $15.4 million receivable or the related income.

(3)	Accumulated total reflects amortization of derivatives.

(4)

Accumulated total includes an approximately $1 million settlement from Bank of America, $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.

For tax year 2010, the Trustee was advised TMST, Inc. no longer qualified as a REIT and filed a consolidated return. Due to prior net operating losses, no tax liability is anticipated in 2010.

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: January 1, 2012 to January 31, 2012

POST PETITION TAXES PAYABLE SCHEDULE


	Beginning Balance		Amount Accrued		Amount Paid		Date Paid		Check Number		Ending Balance
Income Tax Withheld
Federal	$	—	$	5,354	$	5,354		1/12/2012		Wire	$	—
				5,936		5,936		1/26/2012		Wire		—
State		—		1,123		1,123		1/12/2012		Wire		—
				1,240		1,240		1/26/2012		Wire		—
FICA Tax Withheld		—		1,485		1,485		1/12/2012		Wire		—
				1,620		1,620		1/26/2012		Wire		—
Employer’s FICA Tax		—		2,011		2,011		1/12/2012		Wire		—
				2,192		2,192		1/26/2012		Wire		—
Unemployment Tax
Federal		—		126		126		1/12/2012		Wire		—
				42		42		1/26/2012		Wire
						—
State		—		544		544		1/12/2012		Wire		—
				574		574		1/26/2012		Wire
						—						—
Sales, Use & Excise Taxes		—		—		—						—
Property Taxes		—		—		—						—
Accrued Income Tax
Federal		—		—		—						—
State		—		155		155		1/11/2012		15571

TOTALS	$	—	$	22,402	$	22,402					$	—

INSURANCE SCHEDULE


	Carrier	Amount of Coverage	Expiration Date	Premiums Paid Through
Workers’ Compensation	The Cincinnati Insurance Co.	$1,000,000/incident	7/1/2012	7/1/2012
General Liability	The Cincinnati Insurance Co.	$1,000,000/incident	8/11/2012	8/11/2012
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	10/28/2012	10/28/2012

(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: 1/1/2012 to 1/31/2012

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING


Due	Accounts Receivable (1)			Post Petition Accounts Payable (2)
Under 30 days	$	—		$	641,460
30 to 60 days		—			522,385
61 to 90 days		—			683,006
91 to 120 days		—			211,027
Over 120 days		492,676			2,925,000
Unavailable		283,719	(3)

Total Post Petition		776,395

Pre Petition Amounts		119,258	(3)

Total Accounts Receivable		895,653
Less: Bad Debt Reserve		—

Net Accounts Receivable (to Form 2-C)	$	895,653

Total Post Petition Accounts Payable				$	4,982,878

(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		29,870		57,213			155,845
Unsecured Creditors’ Financial Advisor		—		—		—			7,150
Chapter 11 Trustee (4)		—		75,000		—			2,025,000
Trustee’s Counsel		—		250,000		803,703			998,399
Trustee’s Financial Advisor		—		170,000		324,990			648,227
Trustee’s Tax Advisor (5)		—		—		55,879			27,232
Trustee’s Consultant						—
Claims Agent		—		3,000		6,323			5,653

Total	$	410,304	$	527,870	$	1,248,108		$	4,317,415

*	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 an adversary proceeding filed against Orrick, Herrington & Sutcliffe LLP and other related parties. On February 13, 2012, the Trustee filed a motion with The Bankruptcy Court seeking approval of a settlement of all claims asserted against SAF Financial, Inc., Orrick, Herrington & Sutcliffe LLP, Thornburg Mortgage Advisory Corporation and other individual defendants. The impact of that settlement will be reflected in subsequent Monthly Operating Reports, upon its approval by The Bankruptcy Court.

(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: 1/1/2012 to 1/31/2012

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: January 31, 2012

QUARTERLY DISBURSEMENT CALCULATION


	TMST, Inc., et al.

1. Disbursements made in calendar quarter
January 2012	$	1,468,260
February 2012
March 2012

Quarterly Total	$	1,468,260

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 December 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
Borrower Escrow Advance Balance (2)		Various		119,108
Borrower Inspection Fees (2)		Various		150

Total Pre Petition Accounts Receivable			$	119,258

(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 January 31, 2012


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
Chapter 11 Trustee_Joel I. Sher	04/30/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co	04/30/10		31,325		—		—		—		—		31,325
Chapter 11 Trustee_Joel I. Sher	05/31/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co	05/31/10		31,325		—		—		—		—		31,325
Chapter 11 Trustee_Joel I. Sher	06/30/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co	06/30/10		27,575		—		—		—		—		27,575
Chapter 11 Trustee_Joel I. Sher	07/31/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co	07/31/10		27,575		—		—		—		—		27,575
Chapter 11 Trustee_Joel I. Sher	08/31/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co	08/31/10		27,575		—		—		—		—		27,575
Chapter 11 Trustee_Joel I. Sher	09/30/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co	09/30/10		25,000		—		—		—		—		25,000
Chapter 11 Trustee_Joel I. Sher	10/31/10		75,000		—		—		—		—		75,000

Page 1 of 3

Exhibit C

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

Post Petition Accounts Payable

As of January 31, 2012


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	10/31/10		25,000		—		—		—		—		25,000
Chapter 11 Trustee_Joel I. Sher	11/30/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co	11/30/10		25,000		—		—		—		—		25,000
Chapter 11 Trustee_Joel I. Sher	12/31/10		75,000		—		—		—		—		75,000
Thornburg Mortgage Advisory Co	12/31/10		25,000		—		—		—		—		25,000
Chapter 11 Trustee_Joel I. Sher	01/31/11		75,000		—		—		—		—		75,000
J.H. Cohn LLP	01/31/11		3,749		—		—		—		—		3,749
Thornburg Mortgage Advisory Co	01/31/11		25,000		—		—		—		—		25,000
Chapter 11 Trustee_Joel I. Sher	02/28/11		75,000		—		—		—		—		75,000
Chapter 11 Trustee_Joel I. Sher	03/31/11		75,000		—		—		—		—		75,000
J.H. Cohn LLP	03/31/11		1,737		—		—		—		—		1,737
Chapter 11 Trustee_Joel I. Sher	04/30/11		75,000		—		—		—		—		75,000
Chapter 11 Trustee_Joel I. Sher	05/31/11		75,000		—		—		—		—		75,000
J.H. Cohn LLP	05/31/11		1,664		—		—		—		—		1,664
KPMG LLP	05/31/11		3,253		—		—		—		—		3,253
Chapter 11 Trustee_Joel I. Sher	06/30/11		75,000		—		—		—		—		75,000
KPMG LLP	06/30/11		7,990		—		—		—		—		7,990
Chapter 11 Trustee_Joel I. Sher	07/31/11		75,000		—		—		—		—		75,000
KPMG LLP	07/31/11		2,020		—		—		—		—		2,020
Chapter 11 Trustee_Joel I. Sher	08/31/11		75,000		—		—		—		—		75,000
Broadstreet Capital Partners, LP	08/31/11		2,415		—		—		—		—		2,415
Chapter 11 Trustee_Joel I. Sher	09/30/11		75,000		—		—		—		—		75,000
Goldin Associates, LLC	09/30/11		40,822		—		—		—		—		40,822
Quinn Emanuel Urquhart Oliver & Hedges	09/30/11		3,402		—		—		—		—		3,402
Shapiro Sher Guinot & Sandler	09/30/11		71,103		—		—		—		—		71,103
Tydings & Rosenberg LLP	09/30/11		2,480		—		—		—		—		2,480
Chapter 11 Trustee_Joel I. Sher	10/31/11		75,000		—		—		—		75,000		—
Goldin Associates, LLC	10/31/11		41,864		—		—		—		41,864		—
KPMG LLP	10/31/11		13,970		—		—		—		13,970		—
Quinn Emanuel Urquhart Oliver & Hedges	10/31/11		3,151		—		—		—		3,151		—
Shapiro Sher Guinot & Sandler	10/31/11		76,206		—		—		—		76,206		—
Tydings & Rosenberg LLP	10/31/11		836		—		—		—		836		—
Chapter 11 Trustee_Joel I. Sher	11/30/11		75,000		—		—		75,000		—		—
Goldin Associates, LLC	11/30/11		224,977		—		—		224,977		—		—
Quinn Emanuel Urquhart Oliver & Hedges	11/30/11		24,729		—		—		24,729		—		—
Shapiro Sher Guinot & Sandler	11/30/11		353,615		—		—		353,615		—		—
Tydings & Rosenberg LLP	11/30/11		4,685		—		—		4,685		—		—
Chapter 11 Trustee_Joel I. Sher	12/31/11		75,000		—		75,000		—		—		—
Epiq Bankruptcy Solutions, LLC	12/31/11		2,653		—		2,653		—		—		—

Page 2 of 3

Exhibit C

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

Post Petition Accounts Payable

As of January 31, 2012


Vendor	Date	Amount		Under 30 days		30 to 60 days		61 to 90 days		91 to 120 days		Over 120 days
Goldin Associates, LLC	12/31/11		170,564		—		170,564		—		—		—
Quinn Emanuel Urquhart Oliver & Hedges	12/31/11		23,787		—		23,787		—		—		—
Shapiro Sher Guinot & Sandler	12/31/11		247,475		—		247,475		—		—		—
Tydings & Rosenberg LLP	12/31/11		2,906		—		2,906		—		—		—
CenturyLink	01/22/12		119		119		—		—		—		—
Susman Godfrey LLP	01/22/12		1,547		1,547		—		—		—		—
FrontBridge Technologies, Inc.	01/25/12		2,575		2,575		—		—		—		—
Lexis Nexis	01/25/12		38,392		38,392		—		—		—		—
TMST Employee	01/26/12		318		318		—		—		—		—
Chapter 11 Trustee_Joel I. Sher	01/31/12		75,000		75,000		—		—		—		—
Epiq Bankruptcy Solutions, LLC	01/31/12		3,000		3,000		—		—		—		—
Goldin Associates, LLC	01/31/12		170,000		170,000		—		—		—		—
Quinn Emanuel Urquhart Oliver & Hedges	01/31/12		25,000		25,000		—		—		—		—
Shapiro Sher Guinot & Sandler	01/31/12		250,000		250,000		—		—		—		—
Tydings & Rosenberg LLP	01/31/12		4,870		4,870		—		—		—		—
Iron Mountain Information Management	01/31/12		846		846		—		—		—		—
RR Donnelley	01/31/12		925		925		—		—		—		—
TBConsulting	01/31/12		46,900		46,900		—		—		—		—
TMST Employee	01/31/12		468		468		—		—		—		—
Payroll Accrual	01/31/12		21,500		21,500		—		—		—		—

Post Petition Accounts Payable			4,982,877		641,459		522,385		683,006		211,027		2,925,000

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 January 31, 2012

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 OF TMST, INC - February 27, 2012

Attached files

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