Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 1 of 16
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
THE DISTRICT OF DELAWARE
X
| | |
In re | : : | Chapter 11 |
RAIT FUNDING, LLC, | : | Case No. 19-11915 (BLS) |
a Delaware limited liability company, et. al. (1) | : : | |
Debtors. | : | Jointly Administered |
X
Monthly Operating Report
For the Period From November 1, 2019 to November 30, 2019
| | |
DEBTORS' ADDRESS: | Two Logan Square 100 N. 18th Street, 23rd Floor Philadelphia, Pennsylvania 19103 (Attn: John J. Reyle) | |
DEBTORS' ATTORNEYS: REPORT PREPARER: | Patrick A. Jackson (Del. Bar No. 4976) Joseph N. Argentina, Jr. (Del. Bar No. 5453) 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 Patrick.Jackson@dbr.com Joseph.Argentina@dbr.com RAIT FUNDING, LLC | Michael P. Pompeo Brian P. Morgan 1177 Avenue of the Americas, 41st Floor New York, NY 10036-2714 Tel: (212) 248-3140 Fax: (212) 248-3141 Michael.Pompeo@dbr.com Brian.Morgan@dbr.com |
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.
/s/ Alfred Dilmore12/29/2019
Alfred DilmoreDate
Chief Financial Officer
Notes:
(1)
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number (if applicable), are as follows: RAIT Funding, LLC, a Delaware limited liability company (9983); RAIT Financial Trust, a Maryland real estate investment trust (9819); RAIT General, Inc., a Maryland corporation (9987); RAIT Limited, Inc., a Maryland corporation (9773); Taberna Realty Finance Trust, a Maryland real estate investment trust (3577); RAIT JV TRS, LLC, a Delaware limited liability company (3190); and RAIT JV TRS Sub, LLC, a Delaware limited liability company (4870). The mailing address for all Debtors is Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103 (Attn: John J. Reyle).
FORM Cover Page PAGE 1 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 2 of 16
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF DELAWARE
| |
RAIT FUNDING LLC | Case No. 19-11915 (BLS) |
Debtor | Reporting Period: 11/01/19 - 11/30/19 |
Monthly Operating Report
| | | |
Required Documents | Form No. | Document Attached | Explanation Attached |
Schedule of Cash Receipts and Disbursements | MOR-1a | x | |
Bank Account Reconciliation/Information | MOR-1b | N/A | x |
Schedule of Professional Fees Paid | MOR-1c | x | |
Copies of Bank Statements | | N/A | x |
Cash Disbursements Journals | | N/A | x |
Statement of Operations | MOR-2 | x | |
Balance Sheet | MOR-3 | x | |
Status of Post-Petition Taxes | MOR-4a | N/A | x |
Copies of IRS Form 6123 | | N/A | x |
Copies of Tax Returns Filed During Reporting Period | | N/A | x |
Summary of Unpaid Post-Petition Debts | MOR-4b | x | |
Listing of Aged Accounts Payable | MOR-4b | x | |
Accounts Receivable Reconciliation and Aging | MOR-5a | x | |
Debtor Questionnaire | MOR-5b | x | |
FORM MOR
PAGE 2 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 3 of 16
Global Notes and Statements of Limitations and
Disclaimers Regarding the Debtors' Monthly Operating Reports
This Monthly Operating Report ("MOR") includes activity for the following Debtors:
Debtor | Case No. |
RAIT Funding, LLC | 19-11915 (BLS) |
RAIT Financial Trust | 19-11916 (BLS) |
RAIT General, Inc. | 19-11917 (BLS) |
RAIT Limited, Inc. | 19-11918 (BLS) |
Taberna Realty Finance Trust | 19-11919 (BLS) |
RAIT JV TRS, LLC | 19-11920 (BLS) |
RAIT JV TRS SUB, LLC | 19-11921 (BLS) |
On August 30, 2019 (the “Petition Date”), RAIT Funding LLC and 6 of its affiliates (collectively, the “Debtors”), each commenced a voluntary case under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On September 4, 2019, the Bankruptcy Court entered an order authorizing the joint administration of these cases pursuant to Bankruptcy Rule 1015(b).
These following notes and statements and limitations should be referred to, and referenced in connection with, any review of this MOR.
| 1. | Basis for Presentation. This MOR has been prepared solely for the purpose of complying with the monthly reporting requirements in these chapter 11 cases and is in a format the Debtors believe is acceptable to the United States Trustee. The financial statements and supplemental information contained herein are preliminary, unaudited and may not comply in all material respects with accounting principles generally accepted in the United States ("GAAP"). In addition, certain of the financial statements and supplemental information contained herein represent consolidated information (e.g., RAIT Financial Trust and its consolidated subsidiaries). The unaudited consolidated financial statements have been derived from the books and records of the Debtors. This information, however, has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP, and upon application of such procedures the financial information could be subject to material change. The MOR should not be relied upon by any persons for information relating to current or future financial conditions, events, or performance of any of the Debtors. | |
The information furnished in this report includes normal recurring adjustments, but may not include all adjustments that would typically be made for financial information in accordance with GAAP.
The consolidated results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of the Debtors' operations, their financial position and the schedule of receipts and disbursements in the future. The Debtors 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.
| 2. | Accuracy. The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicable non‐bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against the Debtors should evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no responsibility to indicate variations from securities laws or for any evaluations of the Debtors based on this financial information or any other information. | |
| 3. | Liabilities Subject to Compromise. Liabilities subject to compromise have been reported at the amounts recorded on the Debtors' books and records as of the date of the report. The amounts classified as liabilities subject to compromise in the financial statements included herein are preliminary and may be subject to future adjustments depending on Bankruptcy Court actions, developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, reconciliation of claims, and other events. | |
| 4. | Reservation of Rights. The Debtors reserve all rights to amend or supplement the MOR in all respects, as may be necessary or appropriate. Nothing contained in this MOR shall constitute a waiver of any of the Debtors' rights or an admission with respect to their chapter 11 cases. | |
| 5. | Reporting Period. Unless otherwise noted herein, the MOR generally reflects the Debtors' books and records and financial activity occurring during the applicable reporting period. Except as otherwise noted, no adjustments have been made for activity occurring after the close of the reporting period. | |
| 6. | Consolidated Entity Accounts Payable and Disbursement Systems. Cash is received and disbursed by the Debtors as described in the Motion of Debtors for | |
Entry of Interim and Final Orders (I) Authorizing The Debtors To (A) Continue To Operate Their Cash Management System, (B) Honor Certain Prepetition
Obligations Related Thereto, (C) Maintain Existing Business Forms, And (D) Continue To Perform Intercompany Transactions, (II) Suspending The Requirements Contained In Section 345(B) Of The Bankruptcy Code, and (III) Granting Related Relief [Docket No. 4, 32 and 122]
FORM Notes PAGE 3 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 4 of 16
Global Notes and Statements of Limitations (cont.)
| 7. | Debtor & Non-Debtor Activities. To the best of the Debtors’ ability, the information shown in this MOR is for the 7 Debtor entities. In that regard, MOR-2 (Statement of Operations) and MOR-3 (Balance Sheet) include individual data for Debtors, with aggregated activity for all non-Debtors, and aggregated intercompany eliminations accross Debtors and non-Debtors. Historically, financial statements have only been produced by the Debtors on a consolidated basis (e.g., RAIT Financial Trust and its consolidated subsidiaries), and accounting processes and general ledger activity have occurred to support preparation of these consolidated financial statements, and not stand-alone financial statements for each Debtor. Accordingly, each Debtor’s individual information within MOR-2 and MOR-3 may not be in accordance with GAAP. As such. relying upon an unconsolidated view of each Debtor may be misleading and is being shown only for the purposes of complying with MOR reporting requirements. | |
FORM Notes PAGE 4 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 5 of 16
RAIT FUNDING LLC | Case No. | 19-11915 (BLS) | |
Debtor | Reporting Period: | 11/01/19 - 11/30/19 | |
| | | | |
MOR-1a | | | | |
Schedule of the Debtors' Cash Receipts and Disbursements | | | | |
For the Period From November 1, 2019 to November 30, 2019 | | | | |
| | | | |
| | | | |
($ in thousands) | | | | |
Bank Balance 10/31/2019 | | $ | 40,249 | |
| | | | |
Receipts: | | | | |
Cash Receipts | | | 985 | |
Total Receipts | | $ | 985 | |
| | | | |
Disbursements: | | | | |
Operating Disbursements | | | | |
Payroll and Benefits | | $ | (325 | ) |
Professional Fees - Recurring | | | - | |
Litigation Related Costs | | | - | |
Corporate Overhead | | | (241 | ) |
REO Maintenance | | | - | |
Other | | | - | |
Total Operating Disbursements | | $ | (566 | ) |
| | | | |
Non-Operating Cash Items | | | | |
Professional Fees - Restructuring | | $ | (506 | ) |
Principal & Interest | | | - | |
Transaction Related Expenses | | | (35 | ) |
Sale Proceeds | | | - | |
Total Non-Operating Cash Flow | | $ | (541 | ) |
| | | | |
Net Cash Flow | | $ | (121 | ) |
| | | | |
Ending Bank Balance 11/30/2019 | | $ | 40,128 | |
| | | | |
Outstanding Checks | | | (26 | ) |
| | | | |
Ending Book Balance 11/30/2019 | | $ | 40,102 | |
| | | | |
FORM MOR-1a
PAGE 5 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 6 of 16
| |
RAIT FUNDING LLC | Case No. 19-11915 (BLS) |
Debtor | Reporting Period: 11/01/19 - 11/30/19 |
MOR-1b
Bank Reconciliation
As of November 30, 2019
The Debtors hereby submit this attestation in lieu of providing copies of bank statements, bank reconciliations, and cash disbursement journals.
Attached to MOR-1a is a listing of all Debtor bank accounts, by account number, with period ending book balances. The Debtors affirm these accounts are reconciled monthly in accordance with the Debtors' ordinary course accounting practices and are available to the United States Trustee upon request. Further, the Debtors affirm that cash bank statements and cash disbursement journals are maintained in accordance with the Debtors' ordinary course accounting practices and are available to the United States Trustee upon request.
/s/ Alfred Dilmore12/29/2019
Signature of Authorized IndividualDate
Alfred DilmoreChief Financial Officer
Printed Name of Authorized IndividualTitle of Authorized Individual
FORM MOR-1b - Bank Rec
PAGE 6 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 7 of 16
RAIT FUNDING LLC | | | Case No. | 19-11915 (BLS) | |
Debtor | | | Reporting Period: | 11/01/19 - 11/30/19 | |
| | | | | | |
| MOR-1b (cont.) | | | | | |
| Book Balances | | | | | |
| As of November 30, 2019 | | | | | |
| | | | | | |
($ in thousands) | | | | | | |
Entity | Bank | Account No. (1) | Description | Ending Book Balance | |
RAIT Financial Trust | Citibank NA | *2169 | Operating | $ | 3,919 | |
RAIT Financial Trust | Citibank NA | *1136 | MMA | | 6,534 | |
RAIT Financial Trust | Citibank NA | *0232 | MMA | | 20,720 | |
Taberna Realty Finance Trust | Citibank NA | *0397 | Operating | | 8,878 | |
RAIT Funding LLC | Citibank NA | *5657 | Operating | | 43 | |
RAIT JV TRS LLC | Citibank NA | *9356 | Operating | | 8 | |
RAIT Financial Trust | Wilmington Trust | *4000 | Escrow | | - | |
Taberna Realty Finance Trust | Wilmington Trust | *9000 | Escrow | | - | |
| | | | | | |
Total Debtors Book Cash | | | | $ | 40,102 | |
| (1) | Represents last four digits of account number |
FORM MOR-1b - Book Balances
PAGE 7 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 8 of 16
RAIT FUNDING LLC | | | | | Case No. | | 19-11915 (BLS) | | |
Debtor | | | | | Reporting Period: | | 11/01/19 - 11/30/19 | | |
| | | | | | | | | | | |
| MOR-1b (cont.) | | | | | | | | | | |
| Estimated US Trustee Fees | | | | | | | | | | |
| As of November 30, 2019 | | | | | | | | | | |
| | | | | | | | | | | |
($ in actuals) | | | | | | | | | | | |
Entity | Case No. | Oct. '19 Disbursements | | Nov. '19 Disbursements | | U.S. Trustee Fee Q4-2019 (1) | | |
RAIT Financial Trust | 19-11916 (BLS) | | 688,659 | | | 1,106,290 | | TBD | | |
RAIT Funding, LLC | 19-11915 (BLS) | | - | | | - | | TBD | | |
RAIT JV TRS LLC | 19-11920 (BLS) | | - | | | - | | TBD | | |
RAIT General, Inc. | 19-11917 (BLS) | | - | | | - | | TBD | | |
RAIT Limited, Inc. | 19-11918 (BLS) | | - | | | - | | TBD | | |
RAIT JV TRS SUB, LLC | 19-11921 (BLS) | | - | | | - | | TBD | | |
Taberna Realty Finance Trust | 19-11919 (BLS) | | 2,604 | | | - | | TBD | | |
| | | | | | | | | | | |
Estimated US Trustee Fees | | $ | 691,262 | | $ | 1,106,290 | | $ | - | | |
| | | | | | | | | | | |
(1) Actual U.S. Trustee quarterly fee will be determined during the filing of the December 2019 MOR.
FORM MOR-1b - UST Fee PAGE 8 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 9 of 16
RAIT FUNDING LLC | | | | | | | | | | | | | | | | | | | | Case No. | | 19-11915 (BLS) | | | | | |
Debtor | | | | | | | | | | | | | | | | | | | | Reporting Period: | | 11/01/19 - 11/30/19 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | MOR-1c | | | | | | | | | | | | | | | | | | | | | | |
| | Schedule of Professional Fees Paid | | | | | | | | | | | | | | | | | | | | | | |
| | For the Period From November 1, 2019 to November 30, 2019 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Schedule of Professional Fees Paid | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Check/Wire | | | Current Period Payments | | | Amount Paid Since Filing | | |
Professional | Period Covered | Payor | Number | | Date | | | Fees | | Expenses | | Total | | | Fees | | Expenses | | Total | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EPIQ | Oct. '19 | RAIT Financial Trust | Wire | | 11/22/2019 | | | $ | 56 | | $ | - | | $ | 56 | | | $ | 124 | | $ | - | | $ | 124 | | |
UBS | Sep. - Nov. '19 | RAIT Financial Trust | Wire | | 11/22/2019 | | | | 450 | | | - | | | 450 | | | | 450 | | | - | | | 450 | | |
U.S. Trustee Fee | Sep. '19 | RAIT Financial Trust | | - | | | - | | | | - | | | - | | | - | | | | 7 | | | - | | | 7 | | |
Total | | | | | | | | | | $ | 506 | | $ | - | | $ | 506 | | | $ | 581 | | $ | - | | $ | 581 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FORM MOR-1c PAGE 9 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 10 of 16
RAIT FUNDING LLC | | | | | | | | | | | | | | | | | | | | | | Case No. | | 19-11915 (BLS) | | | | |
Debtor | | | | | | | | | | | | | | | | | | | | | | Reporting Period: | | 11/01/19 - 11/30/19 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MOR-2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Statement of Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Period From November 1, 2019 to November 30, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Entity | RAIT FUNDING, LLC | | RAIT FINANCIAL TRUST | | RAIT GENERAL, INC. | | RAIT LIMITED, INC. | | TABERNA REALTY FINANCE TRUST | | RAIT JV TRS, LLC | | RAIT JV TRS SUB, LLC | | Non-Debtors | | Eliminations | | Total | |
Case No. | 19-11915 | | 19-11916 | | 19-11917 | | 19-11918 | | 19-11919 | | 19-11920 | | 19-11921 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment interest income | $ | - | | $ | 30 | | $ | - | | $ | - | | $ | 75 | | $ | - | | $ | - | | $ | 2,647 | | $ | (1,556 | ) | $ | 1,195 | |
Investment interest expense | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (585 | ) | | - | | | (585 | ) |
Net interest margin | $ | - | | $ | 30 | | $ | - | | $ | - | | $ | 75 | | $ | - | | $ | - | | $ | 2,062 | | $ | (1,556 | ) | $ | 610 | |
Property income | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 1,164 | | | (31 | ) | | 1,133 | |
Fee and other income | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 25 | | | (17 | ) | | 8 | |
Total revenue | $ | - | | $ | 30 | | $ | - | | $ | - | | $ | 75 | | $ | - | | $ | - | | $ | 3,251 | | $ | (1,604 | ) | $ | 1,751 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,824 | ) | | 1,556 | | | (268 | ) |
Real estate operating expense | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (565 | ) | | 31 | | | (533 | ) |
Property management expenses | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (39 | ) | | - | | | (39 | ) |
General and administrative expenses | | (0 | ) | | (849 | ) | | - | | | - | | | (6 | ) | | - | | | - | | | (304 | ) | | 17 | | | (1,141 | ) |
Provision for losses | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 180 | | | - | | | 180 | |
Depreciation and amortization expense | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (395 | ) | | - | | | (395 | ) |
Total expenses | $ | (0 | ) | $ | (849 | ) | $ | - | | $ | - | | $ | (6 | ) | $ | - | | $ | - | | $ | (2,946 | ) | $ | 1,604 | | $ | (2,196 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Operating (Loss) Income | $ | (0 | ) | $ | (819 | ) | $ | - | | $ | - | | $ | 69 | | $ | - | | $ | - | | $ | 305 | | $ | - | | $ | (445 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and other income (expense), net | | - | | | 0 | | | - | | | - | | | - | | | - | | | - | | | 26 | | | - | | | 26 | |
(Gains) / Losses on assets | | (0 | ) | | (608 | ) | | - | | | - | | | 69 | | | - | | | - | | | 120 | | | - | | | (419 | ) |
Gains (losses) on extinguishments of debt | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
Reorganization items, net | | - | | | (1,449 | ) | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,449 | ) |
Income (loss) before taxes | $ | (0 | ) | $ | (2,057 | ) | $ | - | | $ | - | | $ | 69 | | $ | - | | $ | - | | $ | 120 | | $ | - | | $ | (1,867 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax benefit (provision) | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | $ | (0 | ) | $ | (2,057 | ) | $ | - | | $ | - | | $ | 69 | | $ | - | | $ | - | | $ | 120 | | $ | - | | $ | (1,867 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
.
FORM MOR-2
PAGE 10 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 11 of 16
RAIT FUNDING LLC | | | | | | | | | | | | | | | | | | | | | | | | | Case No. | | 19-11915 (BLS) | |
Debtor | | | | | | | | | | | | | | | | | | | | | | | | | Reporting Period: | | 11/01/19 - 11/30/19 | |
MOR-3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of November 30, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Entity | RAIT FUNDING, LLC | | RAIT FINANCIAL TRUST | | RAIT GENERAL, INC. | | RAIT LIMITED, INC. | | TABERNA REALTY FINANCE TRUST | | RAIT JV TRS, LLC | | RAIT JV TRS SUB, LLC | | Non-Debtors | | Eliminations | | Total | |
Case No. | 19-11915 | | 19-11916 | | 19-11917 | | 19-11918 | | 19-11919 | | 19-11920 | | 19-11921 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in mortgage loans, net | $ | - | | $ | - | | $ | - | | $ | - | | $ | 5,099 | | $ | - | | $ | - | | $ | 361,041 | | $ | (106,668 | ) | $ | 259,472 | |
Investments in real estate, net of accumulated depreciation | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 112,253 | | | - | | | 112,253 | |
Cash and cash equivalents | | 43 | | | 31,173 | | | - | | | - | | | 8,878 | | | 8 | | | - | | | 4,421 | | | - | | | 44,523 | |
Restricted cash | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 41,241 | | | - | | | 41,241 | |
Accrued interest receivable | | - | | | 59 | | | - | | | - | | | 160 | | | - | | | - | | | 23,099 | | | (8,879 | ) | | 14,439 | |
Other assets | | 100 | | | 950 | | | - | | | - | | | (21 | ) | | - | | | 539 | | | 462,517 | | | (455,446 | ) | | 8,640 | |
Intangible assets, net of accumulated amortization | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 1,083 | | | - | | | 1,083 | |
Total assets | $ | 143 | | $ | 32,182 | | $ | - | | $ | - | | $ | 14,116 | | $ | 8 | | $ | 539 | | $ | 1,005,654 | | $ | (570,992 | ) | $ | 481,650 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities & Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Indebtedness, net of unamortized discounts, and def. fin. costs | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | 541,334 | | $ | (292,004 | ) | $ | 249,330 | |
Accrued interest payable | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 9,333 | | | (8,879 | ) | | 454 | |
Accrued expenses | | - | | | 5,310 | | | - | | | - | | | - | | | - | | | (0 | ) | | 1,320 | | | - | | | 6,630 | |
Accounts payable | | - | | | 1 | | | - | | | - | | | - | | | - | | | - | | | 47 | | | - | | | 48 | |
Deferred taxes and other liabilities | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 17,979 | | | (800 | ) | | 17,179 | |
Total liabilities not subject to compromise | $ | - | | $ | 5,311 | | $ | - | | $ | - | | $ | - | | $ | - | | $ | (0 | ) | $ | 570,012 | | $ | (301,682 | ) | $ | 273,641 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities Subject to Compromise | | 23,750 | | | 123,453 | | | - | | | - | | | 18,671 | | | - | | | 1 | | | - | | | - | | | 165,875 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | $ | 23,750 | | $ | 128,764 | | $ | - | | $ | - | | $ | 18,671 | | $ | - | | $ | 1 | | $ | 570,012 | | $ | (301,682 | ) | $ | 439,516 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares outstanding | | - | | | 2,874 | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 2,874 | |
Additional paid in capital | | - | | | 2,099,281 | | | - | | | - | | | - | | | - | | | - | | | 494,336 | | | (491,113 | ) | | 2,102,504 | |
Accumulated other comprehensive income (loss) | | - | | | - | | | - | | | - | | | 12,673 | | | - | | | - | | | - | | | - | | | 12,673 | |
Retained earnings (deficit) | | (54,520 | ) | | (956,475 | ) | | - | | | - | | | (656,899 | ) | | - | | | (5,412 | ) | | (254,455 | ) | | (148,155 | ) | | (2,075,917 | ) |
Non-controlling interest | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 876 | | | (876 | ) | | - | |
Intercompany contributions/distributions | | 30,913 | | | (1,242,261 | ) | | - | | | - | | | 639,672 | | | 8 | | | 5,950 | | | 194,885 | | | 370,834 | �� | | 0 | |
Total equity | $ | (23,607 | ) | $ | (96,582 | ) | $ | - | | $ | - | | $ | (4,555 | ) | $ | 8 | | $ | 538 | | $ | 435,641 | | $ | (269,309 | ) | $ | 42,134 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities & equity | $ | 143 | | $ | 32,182 | | $ | - | | $ | - | | $ | 14,116 | | $ | 8 | | $ | 539 | | $ | 1,005,654 | | $ | (570,992 | ) | $ | 481,650 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FORM MOR-3
PAGE 11 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 12 of 16
RAIT FUNDING LLC | Case No. | 19-11915 (BLS) | |
Debtor | Reporting Period: | 11/01/19 - 11/30/19 | |
| | | | |
Supplemental Schedule | | | | |
Reorganization Items | | | | |
For the Period From November 1, 2019 to November 30, 2019 | | | | |
| | | | |
| | | | |
($ in thousands) | | | | |
Professional fees - restructuring | | $ | 1,438 | |
US Trustee fees | | | 10 | |
Total | | $ | 1,449 | |
| | | | |
| | | | |
Supplemental Schedule | | | | |
Liabilities Subject to Compromise | | | | |
As of November 30, 2019 | | | | |
| | | | |
| | | | |
($ in thousands) | | | | |
Senior note claims | | $ | 123,393 | |
Subordinated RAIT Funding junior note claim and RAIT parent subordinated guaranty claim | | | 23,750 | |
Subordinated Taberna note claims | | | 18,671 | |
General unsecured claims | | | 61 | |
Total | | $ | 165,875 | |
| | | | |
FORM Supp Sch
PAGE 12 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 13 of 16
| |
RAIT FUNDING LLC | Case No. 19-11915 (BLS) |
Debtor | Reporting Period: 11/01/19 - 11/30/19 |
MOR-4a
Status of Post-Petition Taxes
As of November 30, 2019
The Debtors have paid and are paying all undisputed post-petition taxes as they come due. Copies of filed tax returns and IRS forms, if applicable for this reporting period, are available to the U.S. Trustee upon request.
/s/ Alfred Dilmore | | 12/29/2019 | |
Signature of Authorized Individual | | Date | |
| | | |
Alfred Dilmore | | Chief Financial Officer | |
Printed Name of Authorized Individual | | Title of Authorized Individual | |
| | | |
FORM MOR-4a PAGE 13 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 14 of 16
RAIT FUNDING LLC | | | | | | | | | | Case No. | | 19-11915 (BLS) | |
Debtor | | | | | | | | | | Reporting Period: | | 11/01/19 - 11/30/19 | |
| | | | | | | | | | | | | | | |
MOR-4b | | | | | | | | | | | | | | | |
Summary of Unpaid Post-Petition Accounts Payable | | | | | | | | | | | | | | | |
As of November 30, 2019 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
($ in thousands) | Current | | 1-30 Days | | 31-60 Days | | Over 60 days | | Total A/P | |
Corporate expenses | $ | 1 | | $ | - | | $ | - | | $ | - | | $ | 1 | |
Total Accounts Payable | $ | 1 | | $ | - | | $ | - | | $ | - | | $ | 1 | |
| | | | | | | | | | | | | | | |
FORM MOR-4b PAGE 14 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 15 of 16
RAIT FUNDING LLC | | | | | | | | | | Case No. | | 19-11915 (BLS) | |
Debtor | | | | | | | | | | Reporting Period: | | 11/01/19 - 11/30/19 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
MOR-5a | | | | | | | | | | | | | | | |
Accounts Receivable Balance | | | | | | | | | | | | | | | |
As of November 30, 2019 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
($ in thousands) | Current-30 Days | | 31-60 Days | | 61-90 Days | | Over 90 Days | | Total A/R | |
| $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
Total Accounts Receivable | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | | | |
| | | | Other Accrued AR | | | | | | | | | - | |
| | | | Credit Balance Adjustment | | | | | | | | | - | |
| | | | (-) Allowance for Doubtful Accounts | | | | | | | | | - | |
| | | | Total Net Accounts Receivable | | | | | | | | $ | - | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | Accounts Receivable Reconciliation | | | | | | | | | | |
| | | | Beginning A/R Balance, Net | | | | | | | | | | |
| | | | (-) Total AR Cash Collections During the Period | | | | | | | | | - | |
| | | | (+) Change in Allowance for Doubtful Accounts | | | | | | | | | - | |
| | | | (+) Credit Balance Adjustment | | | | | | | | | - | |
| | | | (+) Net Sales During the Period Related to AR | | | | | | | | | - | |
| | | | Ending A/R Balance, Net | | | | | | | | $ | - | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
FORM MOR-5a PAGE 15 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 16 of 16
RAIT FUNDING LLC | Case No. | 19-11915 (BLS) |
Debtor | Reporting Period: | 11/01/19 - 11/30/19 |
| | |
MOR-5b | | |
Debtor Questionnaire | | |
For the Period From November 1, 2019 to November 30, 2019 | | |
| | |
| 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 (1) | | x |
3. Have all post‐petition 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 |
| | |
| | |
(1)
Answer is specific to only Debtor related funds. Non-Debtor entities are continuing to disburse funds in the normal course.
FORM MOR-5b
PAGE 16 OF 16