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8-K - FORM 8-K - PMI GROUP INCd370398d8k.htm

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

In re The PMI Group, Inc.   Case No. 11-13730 (BLS)
  Reporting Period: 5/1/12-5/31/12

MONTHLY OPERATING REPORT

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

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

 

REQUIRED DOCUMENTS

   Form No.     Document
Attached
   Explanation
Attached
   Debtor’s
Statement

Schedule of Cash Receipts and Disbursements

     MOR-1      X      

Bank Account Reconciliations, Bank Statements and Cash Disbursements Journal

     MOR-1 (a)          X

Schedule of Professional Fees Paid

     MOR-1 (b)    X      

Statement of Operations

     MOR-2      X      

Balance Sheet

     MOR-3      X      

Status of Postpetition Taxes

     MOR-4            X

Summary of Unpaid Postpetition Accounts Payable

     MOR-4 (a)    X      

Debtor Questionnaire

     MOR-5      X      

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

 

 

     

 

Signature of Debtor       Date

 

     

 

Signature of Joint Debtor       Date

/s/ Donald P. Lofe, Jr.

     

6/20/2012

Signature of Authorized Individual*       Date

Donald P. Lofe, Jr.

     

Executive Vice President, Chief Financial Officer and Chief Administrative Officer

Printed Name of Authorized Individual       Title of Authorized Individual

 

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


NOTES TO MONTHLY OPERATING REPORT

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

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

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

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

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

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


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

6. Post-petition Accounts Payable. The Debtor has paid and continues to pay post-petition, undisputed invoices in the ordinary course and on generally agreed-upon terms.

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

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

9. Pre-Paid Assets. Pre-Paid Assets are not being amortized, thus have no impact on the Debtor’s income statement.

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

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

 

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

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

 

- 3 -


The PMI Group, Inc.

Cash Receipts and Disbursements

May 1, 2012 to May 31, 2012

MOR – 1

 

Cash Receipts

   $ 15,653   

Operating Disbursements

  

Employee Compensation

     131,190   

Payroll Taxes

     1,947   

Employee Benefit Costs

     4,149   

Consultants and Temporary Staff

     8,605   

Ordinary Course Professional Fees

     6,356   

Intercompany Payments (non-employee)

     —     

Travel

     —     

Tax Payments

     72,000   

Board Compensation and Travel

     —     

Other (misc. G&A and contingencies)

     10,751   
  

 

 

 

Total Operating Disbursements

     234,997   

Bankruptcy Related Expenses

  

Debtor Professionals

     424,331   

UCC Professionals

     770,778   

Claims Administrators

     12,057   

US Trustee

     —     
  

 

 

 

Total Bankruptcy Disbursements

     1,207,165   

Total Disbursements

     1,442,162   

Net Cash Flow

   $ (1,426,510

Beginning Cash Balance as of 5-1-2012

   $ 163,352,670   

Change in Cash

     (1,426,510
  

 

 

 

Ending Cash Balance as of 5-31-2012

   $ 161,926,161   
  

 

 

 


The PMI Group, Inc.

Schedule of Bank Accounts and Balances

As of May 31, 2012

MOR – 1a

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

 

Name of Bank

  

Account Name

  

Bank Account Number

  

Balance

 
Bank of America    Main Account    xxxxxx0476    $ 161,409,195   
Bank of America    Payroll Account    xxxxxx0423      244,736   
Bank of New York    Cash Securities    xxx430      257,158   
Commonwealth National Bank    Gateway    xxx3169      15,071   
        

 

 

 

Total

         $ 161,926,161   
        

 

 

 


The PMI Group, Inc.

Schedule of Professional Fees Paid

May 1, 2012 to May 31, 2012

MOR – 1b

 

Payee

  

Period Covered

   Amount  

Young Conaway Stargatt & Taylor, LLP

   November 2011 - February 2012    $ 303,598   

Roshka DeWulf & Patten

   January & February 2012      2,038   

Peter J. Solomon Company

   January & February 2012      99,417   

Morrison and Foerster

   January & February 2012      658,824   

Womble Carlyle Sandridge & Rice LLP

   January & February 2012      7,947   

Groom Law Group, Chartered

   March 2012      6,356   

Goldin Associates, LLC

   April 2012      120,733   

Kurtzman Carson Consultants LLC

   April 2012      12,057   
     

 

 

 

Total Professional Fees

      $ 1,210,970   
     

 

 

 


STATEMENT OF OPERATIONS

THE PMI GROUP, INC.

For the Month Ended May 31, 2012

MOR – 2

 

Total Revenues

   $ —     

Payroll Expense

     146,784   

Other Recurring Expenses

     167,795   
  

 

 

 

Total Recurring Expenses

     314,579   

Non-Recurring Expenses - Bankruptcy Related

     547,769   
  

 

 

 

Total Expenses

     862,348   

Interest and Dividends

     9,117   

Equity Earnings

     462,489   

Gain (Loss) on Investments

     (113
  

 

 

 

Net Investment Income

     471,492   
  

 

 

 

Interest Expense

     —     
  

 

 

 

Income (Loss) before Tax

     (390,856
  

 

 

 

Tax Provision (Benefit)

     —     
  

 

 

 

Net Income (Loss)

   $ (390,856
  

 

 

 


BALANCE SHEET

THE PMI GROUP, INC.

As of May 31, 2012

MOR – 3

 

Assets

  

Fixed Income Securities1

   $ 1,909,248   

Cash

     161,926,161   

Investments in Subsidiaries

     57,053,395   

Accounts Receivable - Affiliates

     2,030,425   

Pre-paid Assets

     10,078,754   

Other Assets

     682,341   
  

 

 

 

Total Assets

   $ 233,680,324   
  

 

 

 

Liabilities Not Subject to Compromise

  

Accrued Expenses

   $ 2,038,781   

Accounts Payable

     140,542   

Accounts Payable - Intercompany

     137,436   

Other Liabilities

     75,995   
  

 

 

 

Liabilities Not Subject to Compromise

   $ 2,392,755   
  

 

 

 

Liabilities Subject To Compromise

  

Pre-Petition Bond Debt

   $ 742,742,007   

Gateway Liability

     262,000   

Accounts Payable

     49,197   

Accounts Payable - Intercompany

     22,300,189   
  

 

 

 

Liabilities Subject To Compromise

   $ 765,353,393   
  

 

 

 

Total Liabilities

   $ 767,746,148   
  

 

 

 

Equity

  

Common Stock

   $ 1,970,788   

Additional Paid In Capital and Accumulated Deficit

     737,368,296   

Treasury Shares

     (1,273,404,907
  

 

 

 

Total Equity

   $ (534,065,824
  

 

 

 

Total Liabilities & Equity

   $ 233,680,324   
  

 

 

 

 

1 

On June 6, 2012, the Debtor received Bankruptcy Court approval to sell certain fixed income securities at a price not materially different from the securities’ carrying value. As a result, no adjustments have been made to these assets for the May 2012 period. This transaction is expected to close in June 2012 and will be reflected in the June 2012 monthly operating report.


The PMI Group, Inc.

Summary of Post-Petition Taxes

For the Month Ended May 31, 2012

MOR – 4

Representation: To the best of its knowledge, The PMI Group, Inc. has paid its taxes due as of 5-31-2012.


The PMI Group, Inc.

Summary of Post-Petition Debts

For the Month Ended May 31, 2012

MOR – 4a

 

                                           
Unpaid Post-Petition Debts    Current      0-31 Days      31-60 Days      61-90 Days      Over 90 Days      Total  

Total Operating Activity Payables

   $ 10,151       $ 37,500       $ —         $ —         $ —         $ 47,651   

Total Bankruptcy Activity Payables

     92,891         —           —           —           —           92,891   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Post-Petition Payables

   $ 103,042       $ 37,500       $ —         $ —         $ —         $ 140,542   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 


The PMI Group, Inc.

Debtor Questionnaire

For the Month Ended May 31, 2012

MOR – 5

DEBTOR QUESTIONNAIRE

 

Must be completed each month

   Yes      No  

1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.

        x   

2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.

        x   

3. Have all postpetition tax returns been timely filed? If no, provide an explanation below.

     x      

4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.

     x      

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.

        x