Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Monthly Operating Report
For the Period December 1, 2008 through December 31, 2008
File with Court and submit copy to the United States Trustee within 20 days after end of month.
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Required Documents | | Document Complete | | Explanation Attached | | Debtors’ Statement |
Schedule of Cash Receipts and Disbursements | | X | | | | |
Schedule of Professional Fees Paid | | X | | | | |
Bank Reconciliation (or copies of Debtor’s bank reconciliations) | | | | | | X |
Copies of bank statements | | | | | | X |
Cash disbursements journals | | | | | | X |
Statement of Operations | | X | | Exhibit A | | |
Balance Sheet | | X | | Exhibit B | | |
Status of Postpetition Taxes | | X | | X | | |
Copies of IRS Form 6123 or payment receipt | | X | | | | |
Copies of tax returns filed during reporting period | | X | | | | |
Summary of Unpaid Postpetition Debts | | X | | X | | |
Listing of aged accounts payable | | | | | | X |
Accounts Receivable Reconciliation and Aging | | X | | X | | |
Debtor Questionnaire | | X | | | | |
I declare under penalty of perjury (28 U.S.C. Section 1746) that the information contained in this monthly operating report (including attached schedules) is true and correct to the best of my knowledge, information and belief. This Monthly Operating Report (“MOR”) has been prepared solely for the purpose of complying with the reporting requirements of the Office of the United States Trustee in the District of Delaware and the United States Bankruptcy Code (“Bankruptcy Code”). Attached hereto as Exhibit C is “Disclosures and Disclaimers Regarding the Monthly Operating Report of WCI Communities, Inc. and Its Affiliated Debtors”, which comprise an integral part of this document that the reader should view in conjunction with this Monthly Operating Report.
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/s/ Scott Perry | | | | 2/10/09 |
Signature of Authorized Individual | | | | Date |
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Scott Perry | | | | |
Printed Name of Authorized Individual | | | | |
| | | | |
| | | | Monthly Operating Report |
| | 1 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Schedule of Receipts and Disbursements
For the Period December 1, 2008 through December 31, 2008
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Debtor Entities | | Non-Debtor Cash Flow | | Consolidated WCI Communities, Inc. |
| | Depository Accounts | | Disbursement Accounts | | | Payroll Accounts | | | Tax Accounts | | | Other Accounts | | |
CASH RECEIPTS | | | | | | | | | | | | | | | | | | | | | | | | |
Homebuilding & Tower Receipts | | $ | 22,778,031 | | $ | — | | | $ | — | | | $ | — | | | $ | — | | $ | 1,364,728 | | $ | 24,142,758 |
Bulk Sales / Land Sales | | | — | | | — | | | | — | | | | — | | | | — | | | — | | | — |
Other Misc. Receipts | | | 29,881,178 | | | — | | | | — | | | | — | | | | — | | | 10,175,833 | | | 40,057,011 |
| | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL CASH RECEIPTS | | | 52,659,208 | | | — | | | | — | | | | — | | | | — | | | 11,540,561 | | | 64,199,769 |
| | | | | | | | | | | | | | | | | | | | | | | | |
CASH DISBURSEMENTS | | | | | | | | | | | | | | | | | | | | | | | | |
SG&A Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
SG&A | | | — | | | 6,080,455 | | | | — | | | | — | | | | — | | | 4,237,315 | | | 10,317,770 |
HOA Deficit Funding | | | — | | | 1,281,008 | | | | — | | | | — | | | | — | | | — | | | 1,281,008 |
Payroll including taxes, benefits | | | — | | | — | | | | 5,547,648 | | | | — | | | | — | | | 2,136,605 | | | 7,684,254 |
Other Taxes | | | — | | | — | | | | — | | | | 723,536 | | | | — | | | 462,907 | | | 1,186,443 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total SG&A Expenses | | | — | | | 7,361,463 | | | | 5,547,648 | | | | 723,536 | | | | — | | | 6,836,828 | | | 20,469,474 |
Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Homebuilding Construction | | | — | | | 2,379,609 | | | | — | | | | — | | | | — | | | 1,703,349 | | | 4,082,959 |
Land Development | | | — | | | 1,888,244 | | | | — | | | | — | | | | — | | | — | | | 1,888,244 |
Tower Construction | | | — | | | 2,280,561 | | | | — | | | | — | | | | — | | | — | | | 2,280,561 |
Amenities | | | — | | | 1,500,066 | | | | — | | | | — | | | | — | | | 2,598,784 | | | 4,098,850 |
Other items | | | — | | | 50,562 | | | | — | | | | — | | | | — | | | | | | 50,562 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Operating Expenses | | | — | | | 8,099,041 | | | | — | | | | — | | | | — | | | 4,302,133 | | | 12,401,174 |
Restructuring Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Interest on DIP Facility | | | — | | | 794,286 | | | | — | | | | — | | | | — | | | — | | | 794,286 |
Interest on Prepetition Debt | | | — | | | 5,412,001 | | | | — | | | | — | | | | — | | | — | | | 5,412,001 |
Professional Fees | | | — | | | 6,179,333 | | | | — | | | | — | | | | — | | | — | | | 6,179,333 |
Mandatory Paydown DIP | | | — | | | 781,213 | | | | — | | | | — | | | | — | | | — | | | 781,213 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Restructuring Expenses | | | — | | | 13,166,833 | | | | — | | | | — | | | | — | | | — | | | 13,166,833 |
TOTAL CASH DISBURSEMENTS | | | — | | | 28,627,336 | | | | 5,547,648 | | | | 723,536 | | | | — | | | 11,138,961 | | | 46,037,481 |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET RECEIPTS / (DISBURSEMENTS) | | $ | 52,659,208 | | $ | (28,627,336 | ) | | $ | (5,547,648 | ) | | $ | (723,536 | ) | | $ | — | | $ | 401,600 | | $ | 18,162,288 |
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| | | | |
| | | | Monthly Operating Report |
| | 2 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Schedule of Professional Fees and Expenses Paid(1)
For the Period December 1, 2008 through December 31, 2008
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount Incurred This Period (2) | | Amount Paid This Period | | Cumulative Amount Paid |
Professional | | Fees | | Expenses | | Total | | Fees | | Expenses | | Total | | Fees | | Expenses | | Total |
Akin Gump Strauss Hauer & Feld LLP (3) | | $ | 296,183 | | $ | 11,961 | | $ | 308,145 | | $ | 941,515 | | $ | 31,164 | | $ | 972,680 | | $ | 941,515 | | $ | 31,164 | | $ | 972,680 |
Bayard, P.A. (4) | | | — | | | — | | | — | | | 124,904 | | | 22,805 | | | 147,709 | | | 248,050 | | | 57,978 | | | 306,028 |
Epiq Bankruptcy Solutions LLC (5) | | | — | | | — | | | — | | | 371,483 | | | — | | | 371,483 | | | 759,434 | | | — | | | 759,434 |
Ernst & Young LLP | | | 269,506 | | | 10,253 | | | 279,759 | | | 182,377 | | | 7,714 | | | 190,091 | | | 182,377 | | | 7,714 | | | 190,091 |
FTI Consulting, Inc. (7) | | | 416,461 | | | 35,427 | | | 451,888 | | | 801,221 | | | 77,668 | | | 878,890 | | | 801,221 | | | 77,668 | | | 878,890 |
Houlihan Lokey Howard & Zukin | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | |
Lazard Frères & Co. LLC (6) (7) | | | 350,000 | | | 8,159 | | | 358,159 | | | 280,000 | | | 11,625 | | | 291,625 | | | 1,780,000 | | | 11,625 | | | 1,791,625 |
Pachulski Stang Ziehl & Jones LLP (7) | | | 9,147 | | | 1,400 | | | 10,547 | | | — | | | — | | | — | | | — | | | — | | | |
Sitrick and Company, Inc. | | | — | | | — | | | — | | | 7,030 | | | 26 | | | 7,055 | | | 144,849 | | | 29,645 | | | 174,494 |
White & Case LLP (7) | | | 915,961 | | | 37,686 | | | 953,647 | | | 2,970,274 | | | 141,136 | | | 3,111,410 | | | 4,922,723 | | | 187,470 | | | 5,110,193 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 2,257,257 | | $ | 104,887 | | $ | 2,362,144 | | $ | 5,678,803 | | $ | 292,139 | | $ | 5,970,942 | | $ | 9,780,170 | | $ | 403,264 | | $ | 10,183,434 |
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| | |
Professional | | Role |
Akin Gump Strauss Hauer & Feld LLP | | UCC Counsel |
Bayard, P.A. | | Debtors’ Local Counsel |
Epiq Bankruptcy Solutions LLC | | Noticing / Claims Agent |
Ernst & Young LLP | | Debtors’ Auditor |
FTI Consulting, Inc. | | Debtors’ Restructuring Advisors |
Houlihan Lokey Howard & Zukin | | UCC Financial Advisor |
Lazard Frères & Co. LLC | | Debtors’ Financial Advisors |
Pachulski Stang Ziehl & Jones LLP | | UCC Local Counsel |
Sitrick and Company, Inc. | | Debtors’ Public Relations Agent |
White & Case LLP | | Debtors’ Counsel |
Notes:
1. | The schedule of professional fees includes fees for retained professionals paid directly by the Debtors and therefore does not include payments (i.e. payments made to the secured lenders’ advisors) made on behalf of the Debtors. In addition, this schedule does not include payments made to parties deemed to be ordinary course professionals. |
2. | The Debtor has included fees in this category based on the time period covered in the individuals professionals’ filed fee applications, not based on the filing date of the fee application unless expressly noted herein. The Debtor has made its best efforts to capture and include all professional fees incurred in the reporting period, however, due to the monthly fee application process, inadvertent omissions may occur. |
3. | The fees listed in the “Amount Paid This Period” section relate to fees incurred from August 4, 2008 through October 31, 2008 and were not included in any previously filed Monthly Operating Reports. |
4. | The fees listed in the “Amount Paid This Period” section relate to fees incurred from September 1, 2008 through October 31, 2008 and were not included in any previously filed Monthly Operating Reports. |
5. | The fees listed in the “Amount Paid This Period” section relate to fees incurred from October 1, 2008 through December 15, 2008 and were not included in any previously filed Monthly Operating Reports. |
6. | The Debtor made a payment of $1,500,000 reflective of the 1% DIP financing fee to Lazard Frères & Co. LLC on September 24, 2008 for services rendered pursuant to the agreement letter dated April 17, 2008. |
7. | The fees listed in the “Amount Incurred This Period” section relate to fees incurred from November 1, 2008 through December 31, 2008 and were not included in any previously filed Monthly Operating Reports. |
| | | | |
| | | | Monthly Operating Report |
| | 3 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Debtor Bank Account Book Balances by Legal Entity
As of December 31, 2008
| | | | | | | | | | |
Bank Account Number | | Financial Institution | | Debtor Entity | | Account Type | | Book Balance (2) | |
3299755829 | | Bank of America | | WCI Communities, Inc. | | Controlled Disbursement | | $ | (1,505,541 | ) |
4426514794 | | Bank of America | | WCI Communities, Inc. | | Depository | | | (16,360 | ) |
1014426363819 | | Bank of America | | WCI Communities, Inc. | | Operating (Club) | | | 7,856 | |
3756555592 | | Bank of America | | WCI Communities, Inc. | | Depository (Club) | | | 158 | |
3299048860 | | Bank of America | | WCI Communities, Inc. | | Manual Payroll | | | 1,315,742 | |
3756451340 | | Bank of America | | WCI Communities, Inc. | | Master Funding | | | 34,176,857 | |
22450150271638 | | Bank of America | | WCI Communities, Inc. | | Investment | | | 40,000,000 | |
1233164052 | | Bank of America | | WCI Communities, Inc. | | Cash Collateral | | | — | |
4426600381 | | Bank of America | | WCI Communities, Inc. | | Merchant | | | — | |
4426600378 | | Bank of America | | WCI Communities, Inc. | | Merchant | | | — | |
9417964332 | | Bank of America | | WCI Communities, Inc. | | Escrow | | | 1,592,582 | |
9417964332 | | Bank of America | | WCI Communities, Inc. | | Escrow | | | 3,629,973 | |
30584705 | | CitiGroup Global Markets, Inc. | | WCI Communities, Inc. | | Cash | | | 20,000 | |
3739240616514 | | CitiGroup Global Markets, Inc. | | WCI Communities, Inc. | | Investment | | | — | |
0012407 | | Commerce Bank | | WCI Communities, Inc. | | Escrow | | | 65,703 | |
7432025505 | | Fifth Third Bank | | WCI Communities, Inc. | | Escrow | | | (57,019 | ) |
701-07C24 | | Merrill Lynch | | WCI Communities, Inc. | | Stock Option Account (1) | | | 5,232 | |
701-07C39 | | Merrill Lynch | | WCI Communities, Inc. | | Stock Option Accounts (1) | | | 38,558 | |
1000004168299 | | SunTrust Bank | | WCI Communities, Inc. | | Merchant (Club) | | | (29,665 | ) |
1000025017749 | | SunTrust Bank | | WCI Communities, Inc. | | Lockbox (Club) | | | 27,859 | |
200290004489 | | SunTrust Bank | | WCI Communities, Inc. | | Disbursement (Club) | | | — | |
276160950883 | | SunTrust Bank | | WCI Communities, Inc. | | Merchant (Club) | | | — | |
200290002915 | | SunTrust Bank | | WCI Communities, Inc. | | Merchant (Club) | | | — | |
276160951881 | | SunTrust Bank | | WCI Communities, Inc. | | Merchant (Club) | | | — | |
1000052974861 | | SunTrust Bank | | WCI Communities, Inc. | | Merchant (Club) | | | 538 | |
200290005248 | | SunTrust Bank | | WCI Communities, Inc. | | Operating (Club) | | | 18,263 | |
1000025017632 | | SunTrust Bank | | WCI Communities, Inc. | | Disbursement | | | 4,687 | |
1000015009995 | | SunTrust Bank | | WCI Communities, Inc. | | Merchant (Club) | | | 17,233 | |
1000038892120 | | SunTrust Bank | | WCI Communities, Inc. | | Merchant (Club) | | | 16,829 | |
1000025017756 | | SunTrust Bank | | WCI Communities, Inc. | | Operating (Club) | | | 127,255 | |
1000004168307 | | SunTrust Bank | | WCI Communities, Inc. | | Lockbox (Club) | | | 408,910 | |
335004056140 | | SunTrust Bank | | WCI Communities, Inc. | | Concentration | | | 803,336 | |
200290002907 | | SunTrust Bank | | WCI Communities, Inc. | | Disbursement | | | — | |
333002108 | | SunTrust Bank | | WCI Communities, Inc. | | Investment | | | 10,008,665 | |
1000076705002 | | SunTrust Bank | | WCI Communities, Inc. | | Escrow | | | 335,779 | |
1000076705002 | | SunTrust Bank | | WCI Communities, Inc. | | Escrow | | | 71,000 | |
1000076705002 | | SunTrust Bank | | WCI Communities, Inc. | | Escrow | | | 75,000 | |
1000076705002 | | SunTrust Bank | | WCI Communities, Inc. | | Escrow | | | 52,000 | |
1000076705002 | | SunTrust Bank | | WCI Communities, Inc. | | Escrow | | | 110,000 | |
1000076705002 | | SunTrust Bank | | WCI Communities, Inc. | | Escrow | | | 181,250 | |
2000015600794 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Checking (Club) | | | 31,859 | |
2000015609054 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Merchant (Club) | | | 75,147 | |
2000013821232 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Checking | | | — | |
| | | | |
| | | | Monthly Operating Report |
| | 4 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Debtor Bank Account Book Balances by Legal Entity
As of December 31, 2008
| | | | | | | | | | |
Bank Account Number | | Financial Institution | | Debtor Entity | | Account Type | | Book Balance (2) | |
2000015600587 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Escrow | | | — | |
2000022050285 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Checking (Club) | | | — | |
2000028197841 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Merchant (Club) | | | 27,296 | |
2000014402498 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Merchant (Club) | | | 232,532 | |
2000014402485 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Operating (Club) | | | 36,966 | |
200007364963 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Lockbox (Club) | | | 6,158 | |
2000035866291 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Depository (Club) | | | 26,493 | |
2000028197838 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Operating (Club) | | | 2,116 | |
2090002595628 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Concentration | | | 213,367 | |
2000015609041 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Lockbox (Club) | | | 24,376 | |
2000014402508 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Operating (Club) | | | 278 | |
2000014402511 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Merchant (Club) | | | 889 | |
2000027364963 | | Wachovia Bank, N.A. | | WCI Communities, Inc. | | Checking (Club) | | | 6,158 | |
| | | | | | | | | | |
| | Total | | WCI Communities, Inc. | | | | $ | 92,186,318 | |
3299755811 | | Bank of America | | Bay Colony-Gateway, Inc. | | Controlled Disbursement | | $ | (122,683 | ) |
200290004128 | | SunTrust Bank | | Bay Colony-Gateway, Inc. | | Disbursement | | | — | |
1000004168182 | | SunTrust Bank | | Bay Colony-Gateway, Inc. | | Lockbox (Club) | | | 8,193 | |
200290005272 | | SunTrust Bank | | Bay Colony-Gateway, Inc. | | Merchant (Club) | | | 346,127 | |
200290005124 | | SunTrust Bank | | Bay Colony-Gateway, Inc. | | Operating (Club) | | | 1,342 | |
1000004168521 | | SunTrust Bank | | Bay Colony-Gateway, Inc. | | Merchant (Club) | | | 123,357 | |
200290003342 | | SunTrust Bank | | Bay Colony-Gateway, Inc. | | Operating | | | 7,269,425 | |
| | | | | | | | | | |
| | Total | | Bay Colony-Gateway, Inc. | | | | $ | 7,625,760 | |
2000022050913 | | Wachovia Bank, N.A. | | Communities Finance Company, LLC | | Escrow | | $ | — | |
1000034424902 | | SunTrust Bank | | First Fidelity Title, Inc. | | Escrow | | $ | 20,685 | |
1000038891502 | | SunTrust Bank | | First Fidelity Title, Inc. | | Escrow | | | 165,775 | |
2000025193673 | | Wachovia Bank, N.A. | | First Fidelity Title, Inc. | | Operating | | | — | |
| | | | | | | | | | |
| | Total | | First Fidelity Title, Inc. | | | | $ | 186,460 | |
2050000582550 | | Wachovia Bank, N.A. | | Poplar Tree, LLC | | Escrow | | $ | 292,000 | |
98395857 | | Provident Bank | | Renaissance at Oak Creek Club, LLC | | Escrow | | $ | 79,149 | |
2000022050272 | | Wachovia Bank, N.A. | | Resort at Singer Island Properties, Inc. | | Controlled Disbursement | | $ | 205,295 | |
3329040909 | | Bank of America | | Reston Building Co., LLC | | Manual Payroll | | $ | 262,003 | |
33500406147 | | SunTrust Bank | | Sun City Center Golf Properties, Inc. | | Operating | | $ | 7,539 | |
33500406147 | | SunTrust Bank | | Sun City Center Golf Properties, Inc. | | Checking (Club) | | | — | |
33500406147 | | SunTrust Bank | | Sun City Center Golf Properties, Inc. | | Operating | | | — | |
| | | | | | | | | | |
| | Total | | Sun City Center Golf Properties, Inc. | | | | $ | 7,539 | |
| | | | |
| | | | Monthly Operating Report |
| | 5 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Debtor Bank Account Book Balances by Legal Entity
As of December 31, 2008
| | | | | | | | | | |
Bank Account Number | | Financial Institution | | Debtor Entity | | Account Type | | Book Balance (2) | |
200290002664 | | SunTrust Bank | | Watermark Realty Referral, Inc. | | Disbursement | | $ | 299,866 | |
205000058255 | | Wachovia Bank, N.A. | | WCI Towers Northeast USA, Inc. | | Escrow | | $ | 556,412 | |
3299126666 | | Bank of America | | WCI Homes Northeast Inc. | | Controlled Disbursement | | $ | 42,020 | |
3756676015 | | Bank of America | | WCI Homes Northeast Inc. | | Depository | | | 179,403 | |
9514985944 | | Bank of America | | WCI Homes Northeast Inc. | | Manual Payroll | | | 323,308 | |
| | | | | | | | | | |
| | Total | | WCI Homes Northeast Inc. | | | | $ | 544,731 | |
4426363806 | | Bank of America | | WCI Mid-Atlantic US Region, Inc. | | Depository | | $ | — | |
3299040081 | | Bank of America | | WCI Mid-Atlantic US Region, Inc. | | Controlled Disbursement | | | (105,388 | ) |
| | | | | | | | | | |
| | Total | | WCI Mid-Atlantic US Region, Inc. | | | | $ | (105,388 | ) |
2000013048497 | | Wachovia Bank, N.A. | | WCI Realty New Jersey, Inc. | | Escrow | | $ | 737 | |
2000013048507 | | Wachovia Bank, N.A. | | WCI Realty New Jersey, Inc. | | Escrow | | | 737 | |
| | | | | | | | | | |
| | Total | | WCI Realty New Jersey, Inc. | | | | $ | 1,474 | |
8046165950 | | Colonial Bank | | WCI Realty, Inc. | | Escrow | | $ | — | |
8041492342 | | Colonial Bank | | WCI Realty, Inc. | | Escrow | | | 193,965 | |
8041492359 | | Colonial Bank | | WCI Realty, Inc. | | Escrow | | | 386,299 | |
7431758502 | | Fifth Third Bank | | WCI Realty, Inc. | | Escrow | | | — | |
7431758999 | | Fifth Third Bank | | WCI Realty, Inc. | | Escrow | | | — | |
7431759534 | | Fifth Third Bank | | WCI Realty, Inc. | | Escrow | | | — | |
7431598734 | | Fifth Third Bank | | WCI Realty, Inc. | | Escrow | | | 33,617 | |
7431759419 | | Fifth Third Bank | | WCI Realty, Inc. | | Escrow | | | 77,423 | |
7431759351 | | Fifth Third Bank | | WCI Realty, Inc. | | Escrow | | | 196,315 | |
200290004527 | | SunTrust Bank | | WCI Realty, Inc. | | Escrow | | | — | |
1000076704781 | | SunTrust Bank | | WCI Realty, Inc. | | Escrow | | | 174,658 | |
200290003520 | | SunTrust Bank | | WCI Realty, Inc. | | Escrow | | | 211,382 | |
1000000902741 | | SunTrust Bank | | WCI Realty, Inc. | | Escrow | | | 378,000 | |
200290005329 | | SunTrust Bank | | WCI Realty, Inc. | | Escrow | | | 655,333 | |
2000022050560 | | Wachovia Bank, N.A. | | WCI Realty, Inc. | | Escrow | | | — | |
| | | | | | | | | | |
| | Total | | WCI Realty, Inc. | | | | $ | 2,306,992 | |
| | Grand Total | | | | | | $ | 104,448,613 | |
| | | | | | | | | | |
Notes:
1. | The Debtor maintains two stock option accounts with Merrill Lynch for certain corporate purposes. These accounts are not FDIC insured, and in late November, the Debtor transferred substantially all of these funds to FDIC insured accounts at Bank of America. |
2. | Certain of the Debtors’ bank account balances reported herein are negative. These negative balances primarily relate to timing differences between the accounting for disbursements on a book basis and the funding of cash into the controlled disbursement accounts. |
| | | | |
| | | | Monthly Operating Report |
| | 6 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Debtor’s Statements with respect to Bank Account Reconciliations, Copies of Bank Statements
and Cash Disbursements Journal
Bank Account Reconciliations
The reconciliations for all open and active bank accounts are prepared within either the Treasury Department or the Regional Corporate Accounting Departments and then subsequently sent to the Treasury Department. The Debtors affirm that all reconciliations are maintained in the Treasury Department and reviewed by the Cash Managers and/or Treasurer. Typically, all reconciliations are generally completed within 45 days after the prior month end. Bank account reconciliations are not attached to this Monthly Operating Report, but if the U.S. Trustee requests copies, the Debtors will provide all bank reconciliations as soon as practical.
Bank Statements
The Debtors affirm that bank statements for all open and active bank accounts are maintained in the Treasury Department. In addition, the Debtors affirm that the following bank accounts were closed during the current reporting period:
| | | | | | | | |
Entity | | Account Type | | Account Name | | Bank | | Closed Date |
WCI Communities, Inc. | | Checking | | WCI Communities, Inc - OBH Shared Facilities | | Bank of America | | 12/19/08 |
The Debtors affirm that no bank accounts were opened during the current reporting period.
Copies of bank statements are not attached to this Monthly Operating Report, but if the U.S. Trustee requests, the Debtor will provide copies of all bank statements as soon as practical.
Cash Disbursement Journals
The Debtors affirm that within its financial accounting systems, check registers and/or disbursement journals are maintained for each disbursement account. Cash disbursement journals are not attached to this Monthly Operating Report, but if the U.S. Trustee requests, the Debtors will provide copies of all disbursement journals as soon as practical.
| | | | |
| | | | Monthly Operating Report |
| | 7 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Consolidating Statement of Operations(1) (2)
For the Period December 1, 2008 through December 31, 2008
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Debtor Entities | | | Non-Debtor Entities | | | Eliminations | | | Consolidated WCI Communities, Inc. | |
Revenue | | $ | 24,497,509 | | | $ | 11,595,107 | | | $ | (108,840 | ) | | $ | 35,983,776 | |
Costs of sales | | | 13,263,524 | | | | 6,644,025 | | | | (68,533 | ) | | | 19,839,016 | |
Equity in earnings from joint ventures | | | (180,052 | ) | | | (97,377 | ) | | | — | | | | (277,428 | ) |
Other income & expenses | | | (814,588 | ) | | | 95,704 | | | | 1,297,867 | | | | 578,983 | |
Real estate taxes, net | | | 2,528,840 | | | | 120,977 | | | | — | | | | 2,649,817 | |
Selling, general & administrative expenses | | | 12,703,148 | | | | 5,169,076 | | | | (43,128 | ) | | | 17,829,096 | |
Interest expense, net | | | 7,511,105 | | | | 155,312 | | | | (916,677 | ) | | | 6,749,740 | |
Depreciation & amortization | | | 1,114,747 | | | | 463,804 | | | | — | | | | 1,578,551 | |
Expenses related to early repayment of debt | | | — | | | | — | | | | — | | | | — | |
Restructuring costs | | | 2,813,511 | | | | — | | | | — | | | | 2,813,511 | |
Minority interests | | | — | | | | — | | | | (239,870 | ) | | | (239,870 | ) |
Income taxes | | | 3,246,186 | | | | — | | | | — | | | | 3,246,186 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (17,688,913 | ) | | $ | (956,415 | ) | | $ | (138,500 | ) | | $ | (18,783,827 | ) |
| | | | | | | | | | | | | | | | |
Notes:
1. | Refer to Exhibit A of this Monthly Operating Report for individual Debtor entity statements of operations. |
2. | The consolidated statement of operations is not prepared on a year-to-date basis, and therefore will not reflect the asset impairment adjustments as of the month ended September 30, 2008. |
| | | | |
| | | | Monthly Operating Report |
| | 8 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Consolidating Balance Sheet(1) (2)
As of December 31, 2008
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Debtor Entities | | | Non-Debtor Entities | | | Eliminations | | | Consolidated WCI Communities, Inc. | |
Assets | | | | | | | | | | | | | | | | |
Cash & cash equivalents | | $ | 97,331,210 | | | $ | 15,879,215 | | | $ | — | | | $ | 113,210,425 | |
Restricted cash | | | 9,290,811 | | | | 1,297,665 | | | | — | | | | 10,588,476 | |
Contracts receivable | | | 1 | | | | — | | | | — | | | | 1 | |
Mortgages & accounts receivable | | | 10,416,993 | | | | 3,573,381 | | | | (209,128 | ) | | | 13,781,246 | |
Real estate inventories | | | 1,093,234,028 | | | | 25,225,318 | | | | — | | | | 1,118,459,346 | |
Plant & equipment | | | 126,928,528 | | | | 66,199,162 | | | | (4,720,509 | ) | | | 188,407,182 | |
Investments in joint ventures | | | 270,100,508 | | | | (11,519,234 | ) | | | (240,382,836 | ) | | | 18,198,438 | |
Other assets | | | 112,798,323 | | | | 12,214,116 | | | | (1,380,234 | ) | | | 123,632,205 | |
| | | | | | | | | | | | | | | | |
Assets | | $ | 1,720,100,402 | | | $ | 112,869,622 | | | $ | (246,692,706 | ) | | $ | 1,586,277,318 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Liabilities subject to comprise (3) | | $ | 978,281,863 | | | $ | — | | | $ | — | | | $ | 978,281,863 | |
Accounts payable & other liabilities | | | 66,715,411 | | | | 35,786,411 | | | | (1,504,813 | ) | | | 100,997,009 | |
Customer deposits | | | 25,166,373 | | | | 1,355,540 | | | | — | | | | 26,521,913 | |
Intercompany due to/from | | | (107,078,904 | ) | | | 107,078,905 | | | | (1 | ) | | | 0 | |
DIP term loan | | | 77,081,032 | | | | — | | | | — | | | | 77,081,032 | |
Senior secured credit facility | | | 498,923,875 | | | | — | | | | — | | | | 498,923,875 | |
Senior secured term loan | | | 224,829,124 | | | | — | | | | — | | | | 224,829,124 | |
Mortgages & notes payable | | | 1,775,000 | | | | — | | | | — | | | | 1,775,000 | |
CDD obligations | | | 52,001,071 | | | | 2,693,317 | | | | — | | | | 54,694,388 | |
| | | | | | | | | | | | | | | | |
Liabilities | | $ | 1,817,694,845 | | | $ | 146,914,173 | | | $ | (1,504,814 | ) | | $ | 1,963,104,204 | |
| | | | | | | | | | | | | | | | |
Minority interests | | $ | 16,842,737 | | | $ | — | | | $ | 9,729,363 | | | $ | 26,572,100 | |
| | | | | | | | | | | | | | | | |
Equity (Deficit) | | | | | | | | | | | | | | | | |
Net Worth | | $ | 422,583,884 | | | $ | (11,980,432 | ) | | $ | (218,475,872 | ) | | $ | 192,127,580 | |
Retained Earnings | | | 231,687,903 | | | | 34,893,285 | | | | (36,521,563 | ) | | | 230,059,626 | |
Current year earnings | | | (768,708,966 | ) | | | (56,957,404 | ) | | | 80,179 | | | | (825,586,191 | ) |
| | | | | | | | | | | | | | | | |
(Deficit) | | | (114,437,179 | ) | | | (34,044,550 | ) | | | (254,917,256 | ) | | | (403,398,985 | ) |
| | | | | | | | | | | | | | | | |
Liabilities and equity (deficit) | | $ | 1,720,100,403 | | | $ | 112,869,622 | | | $ | (246,692,706 | ) | | $ | 1,586,277,319 | |
| | | | | | | | | | | | | | | | |
Notes:
1. | Refer to Exhibit B of this Monthly Operating Report for individual Debtor entity statements of assets and liabilities. |
2. | As required for the third quarter completion of its GAAP financial statements, the Debtors undertook an impairment analysis of its long lived real estate assets. The impairments recorded by the Debtors, effective September 30, 2008, are reflected in the Consolidating Balance Sheet and the individual Debtor Statements of Assets and Liabilities that are included in this monthly operating report. Refer to the third quarter Form 10-Q filed with the SEC on January 28, 2009 for specific explanations of the accounting for the impairments for the quarter ending September 30, 2008. Given the timing of the third quarter Form 10-Q filing (January 28, 2009), the impairments were not included in prior monthly operating reports. The Debtors are not planning to file amended and/or restated monthly operating reports for the periods ending September 30, 2008, October, 31 2008 or November 30, 2008. |
3. | Liabilities subject to compromise include unsecured debt facilities, pre-petition accounts payable, general reserves for other payables, warranty obligations, legal contingency reserves and other liabilities. The Debtors have made their best efforts to characterize liabilities subject to compromise. These estimates are preliminary only and are subject to material change and/or reclassification. Any liabilities listed as subject to compromise reflects the Debtors’ best current estimate of the amount of pre-petition claims that will be restructured in the Chapter 11 Cases. In that regard, liabilities subject to compromise will change based upon, among other things, revised estimates of the amount of pre-petition claims that will be restructured in the Chapter 11 Cases. |
| | | | |
| | | | Monthly Operating Report |
| | 9 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Status of Post-petition U.S. Taxes
For the Period December 1, 2008 through December 31, 2008
The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero. Attach photocopies of IRS Form 6123 or payment to receipt to verify payment or deposit of federal payroll taxes (1). Attach photocopies of any tax returns filed during the reporting period.
| | | | | | | | | | | | |
| | Beginning Tax Liability | | Amount Withheld or Accrued | | Amount Paid | | Ending Tax Liability |
Federal | | | | | | | | | | | | |
FICA-Employee | | $ | — | | $ | 239,887 | | $ | 239,887 | | $ | — |
FICA-Employer | | | 76,428 | | | 289,893 | | | 240,504 | | | 125,817 |
Federal Unemployment Tax | | | 780 | | | 9,189 | | | 1,270 | | | 8,699 |
Federal Income Tax Withholding | | | — | | | 677,993 | | | 677,993 | | | — |
Other - Franchise | | | 24,750 | | | 13,750 | | | 33,000 | | | 5,500 |
| | | | | | | | | | | | |
Total Federal Taxes | | $ | 101,958 | | $ | 1,230,713 | | $ | 1,192,655 | | $ | 140,016 |
| | | | | | | | | | | | |
State and Local | | | | | | | | | | | | |
Sales & Use (2) | | $ | 550,348 | | $ | 210,084 | | $ | 550,348 | | $ | 210,084 |
State Unemployment Insurance | | | 2,042 | | | 31,792 | | | 3,900 | | | 29,933 |
State/City Income Tax Withholding | | | — | | | 23,776 | | | 23,776 | | | — |
Real Property Tax (3) | | | 8,476,358 | | | 2,605,343 | | | 283,439 | | | 10,798,262 |
Personal Property Tax | | | 330,509 | | | 79,917 | | | 14,335 | | | 396,091 |
| | | | | | | | | | | | |
Total State and Local | | $ | 9,359,256 | | $ | 2,950,912 | | $ | 875,798 | | $ | 11,434,370 |
| | | | | | | | | | | | |
Total Taxes | | $ | 9,461,215 | | $ | 4,181,625 | | $ | 2,068,453 | | $ | 11,574,386 |
| | | | | | | | | | | | |
Notes:
1. | The Debtor electronically files federal payroll tax returns with the assistance of its payroll processor, ADP. These returns are not attached hereto. |
2. | Sales & use tax liability is shown net of prepayments, as required by the taxing authority. |
3. | Amounts are accrued on a monthly basis but are generally not yet due. |
| | | | |
| | | | Monthly Operating Report |
| | 10 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Summary of Unpaid Post-petition Debts(1)
As of December 31, 2008
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Days Past Due | | | | |
| | Current | | | 1-30 | | | 31-60 | | | 61-90 | | | 90+ | | | Total | |
Land Development | | $ | 23,715 | | | $ | 13,607 | | | $ | 6,807 | | | $ | 20,314 | | | $ | 844 | | | $ | 65,288 | |
Contractor (non-land development) | | | 747,033 | | | | (70,125 | ) | | | 12,573 | | | | (34,006 | ) | | | 63,788 | | | | 719,262 | |
Recurring Item (e.g. lease) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
G&A Expense (2) | | | 591,236 | | | | 1,195,854 | | | | 119,560 | | | | 35,624 | | | | 220,929 | | | | 2,163,203 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 1,361,985 | | | $ | 1,139,336 | | | $ | 138,940 | | | $ | 21,932 | | | $ | 285,561 | | | $ | 2,947,753 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Percentage | | | 46.2 | % | | | 38.7 | % | | | 4.7 | % | | | 0.7 | % | | | 9.7 | % | | | 100.0 | % |
Notes:
1. | The post-petition debts reported only represent open and outstanding trade vendor invoices that have been entered into the Debtors’ accounts payable system. This summary does not include invoices not yet entered into the Debtors’ accounts payable system, any month-end accruals or estimations. |
2. | Past due G&A payables may be related to invoices under dispute, invoice submission issues, invoice “charge-back” situations in which the counterparty owes WCI a greater amount than WCI owes to them, or other invoices which the Debtor has put on hold (e.g. invoices related to property taxes, rejected leases, etc.) |
| | | | |
| | | | Monthly Operating Report |
| | 11 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Accounts Receivable Reconciliation and Aging
As of December 31, 2008
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Days Past Due | | | | |
| | Current | | | 1-30 | | | 31-60 | | | 61-90 | | | 90+ | | | Total | |
Contracts Receivables | | $ | 1 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1 | |
Amenity Receivables (1) | | | 433,897 | | | | 162,203 | | | | 48,461 | | | | 22,275 | | | | 867,849 | | | | 1,534,684 | |
Property Management Receivables (2) | | | 39,438 | | | | 8,263 | | | | 21,494 | | | | 505 | | | | 8,896 | | | | 78,596 | |
Hotel / Tower Receivables (3) | | | 32,179 | | | | — | | | | — | | | | — | | | | 1,192,160 | | | | 1,224,339 | |
Other | | | 11,699 | | | | — | | | | — | | | | 3,368 | | | | 474,563 | | | | 489,630 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross Receivables | | $ | 517,214 | | | $ | 170,466 | | | $ | 69,955 | | | $ | 26,148 | | | $ | 2,543,468 | | | $ | 3,327,250 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Percentage | | | 15.5 | % | | | 5.1 | % | | | 2.1 | % | | | 0.8 | % | | | 76.4 | % | | | 100.0 | % |
Less: Provision for Doubtful Accounts | | | | | | | | | | | | | | | | | | | | | | $ | (1,409,764 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Accounts Receivable | | | | | | | | | | | | | | | | | | | | | | $ | 1,917,486 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Notes:
1. | Amenity receivable past-due amounts relate to unpaid membership obligations. Once an amenity receivable reaches 120 days past due, the Debtors fully reserve the past due amount, while continuing collection efforts. |
2. | Property management receivables primarily relate to amounts owed to WCI Communities, Inc. from homeowner associations for services rendered by WCI on behalf of the homeowners association. The Debtor actively manages and pursues collections of past-due receivables. |
3. | Past-due Tower receivables are primarily related to customer deposit litigation. Approximately $865,000 is currently held in escrow by Chicago Title Inc. until the litigation is settled. |
| | | | |
| | | | Monthly Operating Report |
| | 12 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Debtor Questionnaire
| | | | | | |
| | | | Yes | | No |
| | | |
1. | | Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide explanation below. | | X | | |
| | | |
| | Explanation: | | | | |
| | | |
| | • On December 10, 2008, the Debtor sold used telephone equipment to Insight Enterprises, Inc. The total sale amount was for $2,500. | | | | |
| | | |
| | • On various dates throughout December 2008, the Debtor sold used computer equipment to several purchasers. The total sale amount was approximately $400. | | | | |
| | | |
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 |
| | | |
| | Explanation: | | | | |
| | | |
| | The Debtors have not made disbursements from any account other than debtor in possession accounts during this reporting period. However, because certain subsidiaries of WCI Communities, Inc. did not file for bankruptcy protection, there are non-debtor legal entities that maintain their own bank account(s). WCI Communities, Inc. utilizes a central cash management system, and, as such, the same personnel oversee all treasury functions for debtor and non-debtor entities. | | | | |
| | | |
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 coverage’s in effect? If no, provide an explanation below. | | X | | |
| | | |
5. | | Have any bank accounts 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 |
| | | |
| | Explanation: | | | | |
| | | |
| | Refer to “The Debtors’ Statement with respect to Bank Account Reconciliations, Copies of Bank Statements, and Cash Disbursements Journals” located on page 7 of this Monthly Operating Report. | | | | |
| | | | |
| | | | Monthly Operating Report |
| | 13 of 13 | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Exhibit A:
Debtor Entity Statements of Operations
For the Period December 1, 2008 through December 31, 2008
(Unaudited)
| | | | |
| | | | Monthly Operating Report |
| | | | December 1, 2008 through December 31, 2008 |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit A: Statements of Operations for Debtor Entities (1) (2)
For the Period December 1, 2008 through December 31, 2008
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | | | | WCI Communities, Inc. | | | Bay Colony-Gateway, Inc. (5) | | | Hunting Ridge III, LLC | | | Community Specialized Services, Inc. | | | Renaissance at Beacon Hill II, LLC | | | First Fidelity Title, Inc. | | JYC Holdings, Inc. | | | Renaissance Custom Communities, LLC | | | Renaissance at Hunting Hills, LLC |
Case Number: | | | | | 08-11643 | | | 08-11646 | | | 08-11648 | | | 08-11652 | | | 08-11654 | | | 08-11655 | | 08-11659 | | | 08-11664 | | | 08-11674 |
Description | | Notes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | | | $ | 19,075,816 | | | $ | 1,498,319 | | | $ | — | | | $ | — | | | $ | — | | | $ | 240,990 | | $ | — | | | $ | — | | | $ | — |
Costs of sales | | | | | | 10,618,649 | | | | 903,719 | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — |
Equity in earnings from joint ventures | | | | | | (319,242 | ) | | | 139,190 | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — |
Other income & expenses | | | | | | (5,593 | ) | | | (910,081 | ) | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — |
Real estate taxes, net | | | | | | 3,182,753 | | | | (1,389,993 | ) | | | — | | | | — | | | | 1,051 | | | | — | | | 229,531 | | | | — | | | | — |
Selling, general & administrative | | (3 | ) | | | 4,622,029 | | | | 5,465,514 | | | | — | | | | 5,068 | | | | 639 | | | | 220,295 | | | — | | | | (3,347 | ) | | | — |
Interest expense, net | | | | | | 6,762,944 | | | | (567 | ) | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — |
Depreciation & amortization | | | | | | 764,039 | | | | 220,714 | | | | — | | | | 794 | | | | — | | | | 4,020 | | | — | | | | — | | | | — |
Expenses related to early repayment of debt | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — |
Restructuring costs | | | | | | 2,813,511 | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — |
Income taxes | | | | | | — | | | | 3,246,186 | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — |
Allocation of corporate general & administrative | | (4 | ) | | | 3,536,928 | | | | (4,693,899 | ) | | | 17 | | | | 93 | | | | 1,809 | | | | 5,995 | | | 18,446 | | | | (58 | ) | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | $ | (12,900,201 | ) | | $ | (1,482,465 | ) | | $ | (17 | ) | | $ | (5,956 | ) | | $ | (3,499 | ) | | $ | 10,680 | | $ | (247,977 | ) | | $ | 3,405 | | | $ | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit A: Statements of Operations for Debtor Entities (1) (2)
For the Period December 1, 2008 through December 31, 2008
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | | | | Mansion Ridge Home & Land Co. LLC | | | Renaissance at Kings Crossing, LLC | | | Communities Finance Co. LLC | | | Renaissance at Foxhall, LLC | | | Sun City Center Golf Properties, Inc. | | | Renaissance at Lake Manassas, LLC | | | Poplar Tree, LLC | | | WCI Homes Northeast, Inc. (6) | | | Renaissance at Georgetown Pike, LLC | |
Case Number: | | | | | 08-11684 | | | 08-11688 | | | 08-11691 | | | 08-11694 | | | 08-11696 | | | 08-11701 | | | 08-11702 | | | 08-11703 | | | 08-11705 | |
Description | | Notes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 411,598 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Costs of sales | | | | | | — | | | | — | | | | (1,306 | ) | | | — | | | | 114,707 | | | | — | | | | 7,961 | | | | 13,110 | | | | 2,593 | |
Equity in earnings from joint ventures | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Other income & expenses | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,926 | | | | — | |
Real estate taxes, net | | | | | | — | | | | — | | | | (132,573 | ) | | | — | | | | 133,609 | | | | — | | | | 2,942 | | | | — | | | | (8,815 | ) |
Selling, general & administrative | | (3 | ) | | | 30,691 | | | | 480 | | | | 114,229 | | | | — | | | | 466,470 | | | | — | | | | (2,447 | ) | | | (39,159 | ) | | | (1,089 | ) |
Interest expense, net | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (682 | ) | | | 579,177 | | | | — | |
Depreciation & amortization | | | | | | — | | | | — | | | | — | | | | — | | | | 71,512 | | | | — | | | | — | | | | 27,274 | | | | — | |
Expenses related to early repayment of debt | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Restructuring costs | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Income taxes | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Allocation of corporate general & administrative | | (4 | ) | | | — | | | | 43 | | | | 490,426 | | | | 74 | | | | 75,933 | | | | 14 | | | | 26,011 | | | | 32,559 | | | | (277 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | $ | (30,691 | ) | | $ | (523 | ) | | $ | (470,777 | ) | | $ | (74 | ) | | $ | (450,632 | ) | | $ | (14 | ) | | $ | (33,786 | ) | | $ | (617,887 | ) | | $ | 7,588 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit A: Statements of Operations for Debtor Entities (1) (2)
For the Period December 1, 2008 through December 31, 2008 (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | | | Renaissance at Oak Creek Club, LLC | | | Resort at Singer Island Properties, Inc. | | | WCI Realty Inc. | | | Dix Hills Home & Land Co. LLC | | | Spectrum Kensington LLC | | Renaissance at Beacon Hill, LLC | | | MHI-Rugby Road LLC | | | Renaissance at The Oaks, LLC | | | WCI Hunter Mill, LLC | |
Case Number: | | | | 08-11711 | | | 08-11712 | | | 08-11713 | | | 08-11715 | | | 08-11717 | | 08-11719 | | | 08-11722 | | | 08-11728 | | | 08-11729 | |
Description | | Notes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | | $ | — | | | $ | 1,876,500 | | | $ | 9,600 | | | $ | — | | | $ | — | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Costs of sales | | | | | (31,108 | ) | | | 2,206,490 | | | | 2,700 | | | | — | | | | — | | | — | | | | — | | | | — | | | | — | |
Equity in earnings from joint ventures | | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — | | | | — | |
Other income & expenses | | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — | | | | — | |
Real estate taxes, net | | | | | 59,255 | | | | 375,596 | | | | — | | | | — | | | | — | | | — | | | | 17,337 | | | | — | | | | 13,167 | |
Selling, general & administrative | | (3) | | | (778 | ) | | | 195,044 | | | | 1,020,878 | | | | — | | | | — | | | — | | | | 1,214 | | | | (384 | ) | | | 448 | |
Interest expense, net | | | | | — | | | | (2,179 | ) | | | — | | | | — | | | | — | | | — | | | | — | | | | — | | | | (8,447 | ) |
Depreciation & amortization | | | | | — | | | | 1,011 | | | | 24,126 | | | | — | | | | — | | | — | | | | — | | | | — | | | | — | |
Expenses related to early repayment of debt | | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — | | | | — | |
Restructuring costs | | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — | | | | — | |
Income taxes | | | | | — | | | | — | | | | — | | | | — | | | | — | | | — | | | | — | | | | — | | | | — | |
Allocation of corporate general & administrative | | (4) | | | 12,132 | | | | 51,257 | | | | 10,036 | | | | (31 | ) | | | — | | | 112 | | | | 65,557 | | | | (55 | ) | | | 47,875 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | $ | (39,501 | ) | | $ | (950,719 | ) | | $ | (1,048,139 | ) | | $ | 31 | | | $ | — | | $ | (112 | ) | | $ | (84,108 | ) | | $ | 439 | | | $ | (53,044 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit A: Statements of Operations for Debtor Entities (1) (2)
For the Period December 1, 2008 through December 31, 2008
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | | | | Hopewell Crossing Home & Land Co. LLC | | | Renaissance at Oakton Glen, LLC | | | WCI Realty New Jersey, Inc | | | Renaissance at Occoquan Walk, LLC | | | Hunting Ridge II, LLC | | | WCI Mid- Atlantic U.S. Region, Inc. | | | Watermark Realty Referral, Inc | | | Southbury Home & Land Co. LLC | | | WCI Communities Property Management, Inc. | |
Case Number: | | | | | 08-11731 | | | 08-11736 | | | 08-11737 | | | 08-11742 | | | 08-11746 | | | 08-11747 | | | 08-11748 | | | 08-11749 | | | 08-11753 | |
Description | | Notes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 14,467 | |
Costs of sales | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (114,637 | ) | | | 324 | | | | — | | | | — | |
Equity in earnings from joint ventures | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Other income & expenses | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 96,160 | | | | — | | | | — | | | | — | |
Real estate taxes, net | | | | | | 8,526 | | | | — | | | | — | | | | 9,480 | | | | — | | | | 20,935 | | | | — | | | | — | | | | — | |
Selling, general & administrative | | (3 | ) | | | — | | | | — | | | | 43,099 | | | | (3,123 | ) | | | — | | | | 114,690 | | | | — | | | | 525 | | | | 37,424 | |
Interest expense, net | | | | | | 2,960 | | | | — | | | | — | | | | — | | | | — | | | | 177,900 | | | | — | | | | — | | | | — | |
Depreciation & amortization | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,041 | | | | — | | | | — | | | | 215 | |
Expenses related to early repayment of debt | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Restructuring costs | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Income taxes | | | | | | — | | | | — | | | | — | | | | �� | | | | — | | | | — | | | | — | | | | — | | | | — | |
Allocation of corporate general & administrative | | (4 | ) | | | 14,681 | | | | 81 | | | | 5 | | | | 5,487 | | | | 110 | | | | 56,234 | | | | 930 | | | | (17 | ) | | | 268 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | $ | (26,166 | ) | | $ | (81 | ) | | $ | (43,104 | ) | | $ | (11,844 | ) | | $ | (110 | ) | | $ | (352,324 | ) | | $ | (1,254 | ) | | $ | (508 | ) | | $ | (23,440 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit A: Statements of Operations for Debtor Entities (1) (2)
For the Period December 1, 2008 through December 31, 2008
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | | | | Renaissance at River Creek II, LLC | | | Renaissance at Timberlake, LLC | | | WCI Custom Homes, LLC | | | Renaissance at River Creek Towns, LLC | | | WCI Towers Northeast USA, Inc. | | | Renaissance Centro Arlington, LLC | | | Renaissance Centro Columbia, LLC | |
Case Number: | | | | | 08-11756 | | | 08-11759 | | | 08-11761 | | | 08-11763 | | | 08-11764 | | | 08-11766 | | | 08-11770 | |
Description | | Notes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue | | | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,370,219 | | | $ | — | | | $ | — | |
Costs of sales | | | | | | — | | | | — | | | | (2,676 | ) | | | — | | | | (457,002 | ) | | | — | | | | — | |
Equity in earnings from joint ventures | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Other income & expenses | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Real estate taxes, net | | | | | | — | | | | — | | | | — | | | | — | | | | 6,040 | | | | — | | | | — | |
Selling, general & administrative | | (3 | ) | | | 1,088 | | | | — | | | | 682 | | | | 4,766 | | | | 408,201 | | | | — | | | | — | |
Interest expense, net | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Depreciation & amortization | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Expenses related to early repayment of debt | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Restructuring costs | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Income taxes | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Allocation of corporate general & administrative | | (4 | ) | | | — | | | | 438 | | | | 1,299 | | | | — | | | | 185,961 | | | | 31,353 | | | | 22,173 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | $ | (1,088 | ) | | $ | (438 | ) | | $ | 695 | | | $ | (4,766 | ) | | $ | 1,227,019 | | | $ | (31,353 | ) | | $ | (22,173 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit A: Statements of Operations for Debtor Entities (1) (2)
For the Period December 1, 2008 through December 31, 2008
(unaudited)
The following notes should be read in conjunction with Exhibit A for the Statements of Operations for Debtor Entities:
1. | The statements of operations provided herein represent financial information included in the Company’s general ledger for “active” Debtor entities. The Company has defined a Debtor entity as being “active” if the entity 1) owns or holds title to assets, 2) conducts some type of operation with general ledger activity, or 3) has contingent liabilities (e.g. potential warranty obligations). |
2. | The monthly statements of operations for Debtor entities are not prepared on a year-to-date basis, and therefore will not reflect the asset impairment adjustments as of the month ended September 30, 2008. |
3. | The statements of operations for certain Debtor entities reflect negative SG&A. Negative SG&A expense is generally the result of the reversal of accruals, defaults and true-ups. |
4. | The Debtor records significant corporate overhead costs on the books and records of Bay Colony-Gateway, Inc. These corporate overhead costs have been allocated pro-rata to various active legal entities based on the net book value of total assets as a percentage of combined total assets as of 12/31/08 for each of the legal entities. |
5. | The credit in Other income & expense for Bay-Colony Gateway, Inc. primarily relates to intercompany interest charged to the WCI Northeast and WCI Mid-Atlantic regions. An offsetting interest expense is recorded and eliminated in consolidation. |
6. | WCI Homes Northeast, Inc. is the corporate entity for the Northeast Region and the income statement reflects corporate overhead expenses while the revenue amounts are allocated to appropriate legal entities within the region. |
7. | Statements of operations are not provided for Debtor entities that are not “active”. A list of those entities is presented below. |
| | |
Inactive Debtor Entity (7) | | Case No. |
Communities Home Builders, Inc. | | 08-11644 |
New Home & Land Company LLC | | 08-11645 |
East Fishkill Development LLC | | 08-11647 |
Bay Colony of Naples, Inc. | | 08-11649 |
Fair Oaks Parkway, LLC | | 08-11650 |
Spectrum PDC Corp. | | 08-11651 |
Gateway Communities, Inc. | | 08-11653 |
Pelican Bay Properties, Inc. | | 08-11656 |
Bay Colony Realty Associates, Inc. | | 08-11657 |
Florida Design Communities, Inc. | | 08-11658 |
Renaissance at Bellview Road, LLC | | 08-11660 |
Coral Ridge Communities, Inc. | | 08-11661 |
Spectrum Customer Care, Inc. | | 08-11662 |
Carpentry Management Associates, LLC | | 08-11663 |
Spectrum Valimar Corp. | | 08-11665 |
Florida Lifestyle Management Company | | 08-11666 |
Gateway Realty Sales, Inc. | | 08-11667 |
Pelican Landing Communities, Inc. | | 08-11668 |
Renaissance at Bridges of Oakton II, LLC | | 08-11669 |
Renaissance at Roseland, Inc. | | 08-11670 |
Florida National Properties, Inc. | | 08-11671 |
The Colony at Pelican Landing Golf Club, Inc. | | 08-11672 |
Lake Grove Home & Land Company LLC | | 08-11673 |
Coral Ridge Properties, Inc. | | 08-11675 |
Renaissance Holdings Corp. | | 08-11676 |
Spectrum-Irvington Corp. | | 08-11677 |
GC Assets of Nassau, Inc. | | 08-11678 |
Spectrum Design Studio, Inc. | | 08-11679 |
Renaissance at Cardinal Forest, LLC | | 08-11680 |
Gateway Communications Services, Inc. | | 08-11681 |
Communities Amenities, Inc. | | 08-11682 |
Pelican Landing Properties, Inc. | | 08-11683 |
Coral Ridge Realty, Inc. | | 08-11685 |
Spectrum-Riverwoods Corp. | | 08-11686 |
Renaissance at Evergreen Mills Road, LLC | | 08-11687 |
Renaissance at Rugby Road, LLC | | 08-11689 |
Spectrum FS Corp. | | 08-11690 |
Renaissance Housing Corp. | | 08-11692 |
Pelican Marsh Properties, Inc. | | 08-11693 |
Spectrum Glen Cove Corp. | | 08-11695 |
Renaissance at Rugby Road II, LLC | | 08-11697 |
(The) Mansion Ridge Sewer Co., Inc. | | 08-11698 |
Coral Ridge Realty Sales, Inc. | | 08-11699 |
WCI Amenities, Inc. | | 08-11700 |
Renaissance Land, LLC | | 08-11704 |
Sun City Center Realty, Inc. | | 08-11706 |
Spectrum Holmdel Corp. | | 08-11707 |
Renaissance at South River, Inc. | | 08-11708 |
Marbella at Pelican Bay, Inc. | | 08-11709 |
Heron Bay, Inc. | | 08-11710 |
WCI Architecture & Land Planning, Inc. | | 08-11714 |
Tarpon Cove Realty, Inc. | | 08-11716 |
Renaissance at the Bridges of Oakton, LLC | | 08-11718 |
WCI Northeast Real Estate Development, LLC | | 08-11720 |
Heron Bay Golf Course Properties, Inc. | | 08-11721 |
Reston Building Company, LLC | | 08-11723 |
WCI Realty Connecticut, Inc. | | 08-11724 |
WCI Business Development, Inc. | | 08-11725 |
Spectrum Lake Grove, LLC | | 08-11726 |
WCI Realty Maryland, Inc. | | 08-11727 |
Tarpon Cove Yacht & Racquet Club, Inc. | | 08-11730 |
RMH, LLC | | 08-11732 |
WCI Northeast U.S. Region, LLC | | 08-11733 |
WCI Marketing, Inc. | | 08-11734 |
Spectrum Landing Corp. | | 08-11735 |
(The) Valimar Home & Land Company, LLC | | 08-11738 |
WCI Pompano Beach, Inc. | | 08-11739 |
WCI Capital Corporation | | 08-11740 |
Sarasota Tower, Inc. | | 08-11741 |
WCI Realty New York, Inc. | | 08-11743 |
Spectrum Long Beach, LLC | | 08-11744 |
WCI Ireland Inn Corp. | | 08-11745 |
WCI Title, Inc. | | 08-11750 |
Renaissance at River Creek, Inc. | | 08-11751 |
Spectrum North Bergen LLC | | 08-11752 |
Spectrum Construction Corp. | | 08-11754 |
WCI Towers, Inc. | | 08-11755 |
WCI Towers Mid-Atlantic USA, Inc. | | 08-11758 |
Renaissance at Timberlake II, LLC | | 08-11760 |
WCI Homebuilding, Inc. | | 08-11762 |
WCI Homes, Inc. | | 08-11765 |
Renaissance at River Creek Villas, Inc. | | 08-11767 |
WCI Golf Group, Inc. | | 08-11768 |
WCI Homebuilding Northeast, U.S., Inc. | | 08-11769 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,et al. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Exhibit B:
Debtor Entity Statements of Assets and Liabilities
As of December 31, 2008
(Unaudited)
Monthly Operating Report
December 1, 2008 through December 31, 2008
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit B: Debtor Entity Statements of Assets & Liabilities (1)
As of December 31, 2008
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | WCI Communities, Inc. | | Bay Colony- Gateway, Inc. | | | Hunting Ridge III, LLC | | Community Specialized Services, Inc. | | Renaissance at Beacon Hill II, LLC | | First Fidelity Title, Inc. | | | JYC Holdings, Inc. |
Case Number: | | 08-11643 | | 08-11646 | | | 08-11648 | | 08-11652 | | 08-11654 | | 08-11655 | | | 08-11659 |
Assets | | | | | | | | | | | | | | | | | | | | | | | |
Cash & cash equivalents | | $ | 87,410,647 | | $ | 7,753,616 | | | $ | — | | $ | — | | $ | — | | $ | 120,752 | | | $ | — |
Restricted cash | | | 6,157,649 | | | — | | | | — | | | — | | | — | | | (9 | ) | | | — |
Contracts receivable | | | 1 | | | — | | | | — | | | — | | | — | | | — | | | | — |
Mortgages & accounts receivable | | | 6,510,007 | | | 2,382,575 | | | | — | | | 371 | | | — | | | — | | | | — |
Real estate inventories (2) | | | 705,800,106 | | | 69,262,651 | | | | — | | | — | | | 543,403 | | | — | | | | 2,300,000 |
Plant & equipment | | | 63,862,113 | | | 34,008,993 | | | | — | | | 12,151 | | | — | | | 205,375 | | | | 3,483,173 |
Investments in subsidiaries and joint ventures | | | 224,717,618 | | | 44,082,890 | | | | — | | | — | | | — | | | — | | | | — |
Other assets | | | 46,068,788 | | | 48,998,817 | | | | 5,600 | | | 17,452 | | | 40,000 | | | 1,606,892 | | | | 165,085 |
| | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 1,140,526,930 | | $ | 206,489,542 | | | $ | 5,600 | | $ | 29,973 | | $ | 583,403 | | $ | 1,933,010 | | | $ | 5,948,259 |
| | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable & other liabilities | | $ | 137,348,603 | | $ | 15,266,176 | | | $ | — | | $ | — | | $ | — | | $ | 74,850 | | | $ | 565,946 |
Customer deposits | | | 27,268,814 | | | (523,958 | ) $ | | | — | | | — | | | — | | | — | | | | — |
Swap breakage | | | 10,574,574 | | | 10,574,574 | | | | | | | 10,574,574 | | | | | | 10,574,574 | | | | 10,574,574 |
Debtor-in-possession secured term loan | | | 77,081,032 | | | 77,081,032 | | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | | 77,081,032 |
Senior secured credit facility | | | 498,923,875 | | | 498,923,875 | | | | — | | | 498,923,875 | | | — | | | 498,923,875 | | | | 498,923,875 |
Senior secured term note | | | 224,829,124 | | | 224,829,124 | | | | — | | | 224,829,124 | | | — | | | 224,829,124 | | | | 224,829,124 |
Mortgages & notes payable | | | — | | | — | | | | — | | | — | | | — | | | — | | | | — |
CDD obligations | | | 38,751,874 | | | 695,783 | | | | — | | | — | | | — | | | — | | | | — |
Senior subordinated notes | | | 538,157,031 | | | 538,157,031 | | | | — | | | 538,157,031 | | | — | | | 538,157,031 | | | | 538,157,031 |
Junior subordinated notes | | | 165,000,000 | | | — | | | | — | | | — | | | — | | | — | | | | — |
Convertible subordinated notes | | | 127,486,111 | | | 127,486,111 | | | | — | | | 127,486,111 | | | — | | | 127,486,111 | | | | 127,486,111 |
| | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | $ | 1,845,421,038 | | $ | 1,492,489,748 | | | $ | 77,081,032 | | $ | 1,477,051,747 | | $ | 77,081,032 | | $ | 1,477,126,597 | | | $ | 1,477,617,693 |
| | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit B: Debtor Entity Statements of Assets & Liabilities (1)
As of December 31, 2008
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | Renaissance Custom Communities, LLC | | | Renaissance at Hunting Hills, LLC | | Mansion Ridge Home & Land Co. LLC | | Renaissance at Kings Crossing, LLC | | | Communities Finance Co. LLC | | Renaissance at Foxhall, LLC | | Sun City Center Golf Properties, Inc. | | Renaissance at Lake Manassas, LLC |
Case Number: | | 08-11664 | | | 08-11674 | | 08-11684 | | 08-11688 | | | 08-11691 | | 08-11694 | | 08-11696 | | 08-11701 |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash & cash equivalents | | $ | — | | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | 31,068 | | $ | — |
Restricted cash | | | — | | | | — | | | — | | | — | | | | — | | | — | | | — | | | — |
Contracts receivable | | | — | | | | — | | | — | | | — | | | | — | | | — | | | — | | | — |
Mortgages & accounts receivable | | | — | | | | — | | | — | | | — | | | | 1,577,500 | | | — | | | 109,541 | | | — |
Real estate inventories (2) | | | (18,571 | ) | | | — | | | — | | | (10,055 | ) | | | 155,163,294 | | | — | | | — | | | — |
Plant & equipment | | | — | | | | — | | | — | | | — | | | | — | | | — | | | 23,649,440 | | | — |
Investments in subsidiaries and joint ventures | | | — | | | | — | | | — | | | — | | | | — | | | — | | | — | | | — |
Other assets | | | — | | | | — | | | — | | | 24,000 | | | | 1,402,721 | | | 24,000 | | | 695,318 | | | 4,377 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | (18,571 | ) | | $ | — | | $ | — | | $ | 13,945 | | | $ | 158,143,515 | | $ | 24,000 | | $ | 24,485,366 | | $ | 4,377 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable & other liabilities | | $ | — | | | $ | — | | $ | — | | $ | — | | | $ | 7,339,790 | | $ | — | | $ | 3,175,718 | | $ | — |
Customer deposits | | | — | | | | — | | | — | | | — | | | | 24,799,784 | | | — | | | 2,140 | | | — |
Swap breakage | | | | | | | | | | | | | | | | | 10,574,574 | | | | | | 10,574,574 | | | |
Debtor-in-possession secured term loan | | | 77,081,032 | | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 |
Senior secured credit facility | | | — | | | | — | | | — | | | — | | | | 498,923,875 | | | — | | | 498,923,875 | | | — |
Senior secured term note | | | — | | | | — | | | — | | | — | | | | 224,829,124 | | | — | | | 224,829,124 | | | — |
Mortgages & notes payable | | | — | | | | — | | | — | | | — | | | | — | | | — | | | — | | | — |
CDD obligations | | | — | | | | — | | | — | | | — | | | | 12,553,414 | | | — | | | — | | | — |
Senior subordinated notes | | | — | | | | — | | | — | | | — | | | | 538,157,031 | | | — | | | 538,157,031 | | | — |
Junior subordinated notes | | | — | | | | — | | | — | | | — | | | | — | | | — | | | — | | | — |
Convertible subordinated notes | | | — | | | | — | | | — | | | — | | | | 127,486,111 | | | — | | | 127,486,111 | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | $ | 77,081,032 | | | $ | 77,081,032 | | $ | 77,081,032 | | $ | 77,081,032 | | | $ | 1,521,744,734 | | $ | 77,081,032 | | $ | 1,480,229,605 | | $ | 77,081,032 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit B: Debtor Entity Statements of Assets & Liabilities (1)
As of December 31, 2008
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | Poplar Tree, LLC | | WCI Homes Northeast, Inc. | | | Renaissance at Georgetown Pike, LLC | | | Renaissance at Oak Creek Club, LLC | | Resort at Singer Island Properties, Inc. | | WCI Realty Inc. | | Dix Hills Home & Land Co. LLC | | | Spectrum Kensington LLC |
Case Number: | | 08-11702 | | 08-11703 | | | 08-11705 | | | 08-11711 | | 08-11712 | | 08-11713 | | 08-11715 | | | 08-11717 |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash & cash equivalents | | $ | — | | $ | 502,711 | | | $ | — | | | $ | — | | $ | 1,209,545 | | $ | 1,500 | | $ | — | | | $ | — |
Restricted cash | | | 79,149 | | | — | | | | — | | | | 292,000 | | | 110,000 | | | 2,095,610 | | | — | | | | — |
Contracts receivable | | | — | | | — | | | | — | | | | — | | | — | | | — | | | — | | | | — |
Mortgages & accounts receivable | | | — | | | (457,965 | ) | | | — | | | | — | | | 201,739 | | | — | | | — | | | | — |
Real estate inventories (2) | | | 8,204,149 | | | 461,509 | | | | (114,253 | ) | | | 3,568,832 | | | 14,398,527 | | | — | | | (10,147 | ) | | | — |
Plant & equipment | | | — | | | 582,381 | | | | — | | | | — | | | 29,295 | | | 1,089,169 | | | — | | | | — |
Investments in subsidiaries and joint ventures | | | — | | | 1,300,000 | | | | — | | | | — | | | — | | | — | | | — | | | | — |
Other assets | | | 104,379 | | | 8,110,438 | | | | 25,000 | | | | 51,207 | | | 579,223 | | | 54,885 | | | — | | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 8,387,677 | | $ | 10,499,074 | | | $ | (89,253 | ) | | $ | 3,912,039 | | $ | 16,528,328 | | $ | 3,241,164 | | $ | (10,147 | ) | | $ | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable & other liabilities | | $ | 15,347 | | $ | 3,742,766 | | | $ | — | | | $ | 3,000 | | $ | 952,407 | | $ | 248,049 | | $ | 177 | | | $ | — |
Customer deposits | | | 671,813 | | | — | | | | 193,000 | | | | 33,755 | | | 1,634,500 | | | — | | | — | | | | — |
Swap breakage | | | 10,574,574 | | | 10,574,574 | | | | 10,574,574 | | | | 10,574,574 | | | 10,574,574 | | | 10,574,574 | | | | | | | |
Debtor-in-possession secured term loan | | | 77,081,032 | | | 77,081,032 | | | | 77,081,032 | | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | | 77,081,032 |
Senior secured credit facility | | | 498,923,875 | | | 498,923,875 | | | | 498,923,875 | | | | 498,923,875 | | | 498,923,875 | | | 498,923,875 | | | — | | | | — |
Senior secured term note | | | 224,829,124 | | | 224,829,124 | | | | 224,829,124 | | | | 224,829,124 | | | 224,829,124 | | | 224,829,124 | | | — | | | | — |
Mortgages & notes payable | | | — | | | — | | | | — | | | | — | | | — | | | — | | | — | | | | — |
CDD obligations | | | — | | | — | | | | — | | | | — | | | — | | | — | | | — | | | | — |
Senior subordinated notes | | | — | | | — | | | | — | | | | — | | | 538,157,031 | | | 538,157,031 | | | — | | | | — |
Junior subordinated notes | | | — | | | — | | | | — | | | | — | | | — | | | — | | | — | | | | — |
Convertible subordinated notes | | | — | | | — | | | | — | | | | — | | | 127,486,111 | | | 127,486,111 | | | — | | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | $ | 812,095,764 | | $ | 815,151,371 | | | $ | 811,601,605 | | | $ | 811,445,360 | | $ | 1,479,638,653 | | $ | 1,477,299,796 | | $ | 77,081,209 | | | $ | 77,081,032 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit B: Debtor Entity Statements of Assets & Liabilities (1)
As of December 31, 2008
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | Renaissance at Beacon Hill, LLC | | MHI-Rugby Road LLC | | Renaissance at The Oaks, LLC | | | WCI Hunter Mill, LLC | | Hopewell Crossing Home & Land Co. LLC | | Renaissance at Oakton Glen, LLC | | WCI Realty New Jersey, Inc | | Renaissance at Occoquan Walk, LLC | | Hunting Ridge II, LLC |
Case Number: | | 08-11719 | | 08-11722 | | 08-11728 | | | 08-11729 | | 08-11731 | | 08-11736 | | 08-11737 | | 08-11742 | | 08-11746 |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash & cash equivalents | | $ | — | | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | $ | 1,474 | | $ | — | | $ | — |
Restricted cash | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | — |
Contracts receivable | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | — |
Mortgages & accounts receivable | | | — | | | — | | | — | | | | 11,699 | | | — | | | — | | | — | | | — | | | — |
Real estate inventories (2) | | | — | | | 20,663,553 | | | (40,489 | ) | | | 15,262,953 | | | 4,733,946 | | | — | | | — | | | 1,768,818 | | | — |
Plant & equipment | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | — |
Investments in subsidiaries and joint ventures | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | — |
Other assets | | | 36,000 | | | 476,134 | | | 22,630 | | | | 163,300 | | | — | | | 26,000 | | | — | | | 551 | | | 35,600 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 36,000 | | $ | 21,139,687 | | $ | (17,859 | ) | | $ | 15,437,952 | | $ | 4,733,946 | | $ | 26,000 | | $ | 1,474 | | $ | 1,769,369 | | $ | 35,600 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable & other liabilities | | $ | — | | $ | 1,621 | | $ | — | | | $ | 12,612 | | $ | 85,316 | | $ | — | | $ | 35,671 | | $ | 28,448 | | $ | — |
Customer deposits | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | — |
Swap breakage | | | 10,574,574 | | | 10,574,574 | | | | | | | 10,574,574 | | | 10,574,574 | | | | | | 10,574,574 | | | 10,574,574 | | | |
Debtor-in-possession secured term loan | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 |
Senior secured credit facility | | | 498,923,875 | | | 498,923,875 | | | — | | | | 498,923,875 | | | 498,923,875 | | | — | | | 498,923,875 | | | 498,923,875 | | | — |
Senior secured term note | | | 224,829,124 | | | 224,829,124 | | | — | | | | 224,829,124 | | | 224,829,124 | | | — | | | 224,829,124 | | | 224,829,124 | | | — |
Mortgages & notes payable | | | — | | | — | | | — | | | | — | | | 1,775,000 | | | — | | | — | | | — | | | — |
CDD obligations | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | — |
Senior subordinated notes | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | — |
Junior subordinated notes | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | — |
Convertible subordinated notes | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | $ | 811,408,605 | | $ | 811,410,226 | | $ | 77,081,032 | | | $ | 811,421,217 | | $ | 813,268,921 | | $ | 77,081,032 | | $ | 811,444,276 | | $ | 811,437,052 | | $ | 77,081,032 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit B: Debtor Entity Statements of Assets & Liabilities (1)
As of December 31, 2008 (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Debtor Entity: | | WCI Mid- Atlantic U.S. Region, Inc. | | Watermark Realty Referral, Inc | | Southbury Home & Land Co. LLC | | | WCI Communities Property Management, Inc. | | Renaissance at River Creek II, LLC | | Renaissance at Timberlake, LLC | | WCI Custom Homes, LLC | | | Renaissance at River Creek Towns, LLC |
Case Number: | | 08-11747 | | 08-11748 | | 08-11749 | | | 08-11753 | | 08-11756 | | 08-11759 | | 08-11761 | | | 08-11763 |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash & cash equivalents | | $ | 31 | | $ | 299,866 | | $ | — | | | $ | — | | $ | — | | $ | — | | $ | — | | | $ | — |
Restricted cash | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | | — |
Contracts receivable | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | | — |
Mortgages & accounts receivable | | | 3,368 | | | — | | | — | | | | 78,596 | | | — | | | — | | | (438 | ) | | | — |
Real estate inventories (2) | | | 14,246,684 | | | — | | | (5,323 | ) | | | — | | | — | | | — | | | 392,039 | | | | — |
Plant & equipment | | | 4,138 | | | — | | | — | | | | 2,301 | | | — | | | — | | | — | | | | — |
Investments in subsidiaries and joint ventures | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | | — |
Other assets | | | 3,879,180 | | | — | | | — | | | | 5,463 | | | — | | | 141,357 | | | 27,251 | | | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 18,133,402 | | $ | 299,866 | | $ | (5,323 | ) | | $ | 86,360 | | $ | — | | $ | 141,357 | | $ | 418,853 | | | $ | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable & other liabilities | | $ | 2,778,624 | | $ | — | | $ | — | | | $ | 285,848 | | $ | — | | $ | — | | $ | 13,024 | | | $ | — |
Customer deposits | | | 140,000 | | | — | | | — | | | | — | | | — | | | — | | | 800,674 | | | | — |
Swap breakage | | | 10,574,574 | | | 10,574,574 | | | | | | | 10,574,574 | | | | | | | | | | | | | 10,574,574 |
Debtor-in-possession secured term loan | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 | | | | 77,081,032 |
Senior secured credit facility | | | 498,923,875 | | | 498,923,875 | | | — | | | | 498,923,875 | | | — | | | — | | | — | | | | 498,923,875 |
Senior secured term note | | | 224,829,124 | | | 224,829,124 | | | — | | | | 224,829,124 | | | — | | | — | | | — | | | | 224,829,124 |
Mortgages & notes payable | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | | — |
CDD obligations | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | | — |
Senior subordinated notes | | | — | | | 538,157,031 | | | — | | | | 538,157,031 | | | — | | | — | | | — | | | | — |
Junior subordinated notes | | | — | | | — | | | — | | | | — | | | — | | | — | | | — | | | | — |
Convertible subordinated notes | | | — | | | 127,486,111 | | | — | | | | 127,486,111 | | | — | | | — | | | — | | | | — �� |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | $ | 814,327,229 | | $ | 1,477,051,747 | | $ | 77,081,032 | | | $ | 1,477,337,595 | | $ | 77,081,032 | | $ | 77,081,032 | | $ | 77,894,730 | | | $ | 811,408,605 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit B: Debtor Entity Statements of Assets & Liabilities (1)
As of December 31, 2008
(unaudited)
| | | | | | | | | |
Debtor Entity: | | WCI Towers Northeast USA, Inc. | | Renaissance Centro Arlington, LLC | | Renaissance Centro Columbia, LLC |
Case Number: | | 08-11764 | | 08-11766 | | 08-11770 |
Assets | | | | | | | | | |
Cash & cash equivalents | | $ | — | | $ | — | | $ | — |
Restricted cash | | | 556,412 | | | — | | | — |
Contracts receivable | | | — | | | — | | | — |
Mortgages & accounts receivable | | | — | | | — | | | — |
Real estate inventories (2) | | | 59,402,310 | | | 10,110,086 | | | 7,150,005 |
Plant & equipment | | | — | | | — | | | — |
Investments in subsidiaries and joint ventures | | | — | | | — | | | — |
Other assets | | | 6,676 | | | — | | | — |
| | | | | | | | | |
Total assets | | $ | 59,965,398 | | $ | 10,110,086 | | $ | 7,150,005 |
| | | | | | | | | |
Liabilities | | | | | | | | | |
Accounts payable & other liabilities | | $ | 1,220,083 | | $ | 48,105 | | $ | 56,855 |
Customer deposits | | | 626,373 | | | — | | | — |
Swap breakage | | | 10,574,574 | | | 10,574,574 | | | 10,574,574 |
Debtor-in-possession secured term loan | | | 77,081,032 | | | 77,081,032 | | | 77,081,032 |
Senior secured credit facility | | | 498,923,875 | | | 498,923,875 | | | 498,923,875 |
Senior secured term note | | | 224,829,124 | | | 224,829,124 | | | 224,829,124 |
Mortgages & notes payable | | | — | | | — | | | — |
CDD obligations | | | — | | | — | | | — |
Senior subordinated notes | | | — | | | — | | | — |
Junior subordinated notes | | | — | | | — | | | — |
Convertible subordinated notes | | | — | | | — | | | — |
| | | | | | | | | |
Total liabilities | | $ | 813,255,061 | | $ | 811,456,710 | | $ | 811,465,460 |
| | | | | | | | | |
In Re: WCI Communities, Inc.,etal.
Case Number: 08-11643 (KJC)
Exhibit B: Debtor Entity Statements of Assets & Liabilities (1)
As of December 31, 2008
(unaudited)
The following notes should be read in conjunction with Exhibit B for the Statements of Assets and Liabilities for Debtor Entities:
1. | The statements of assets and liabilities provided herein represent financial information for the Company’s “active” entities. Entities that are considered inactive but are guarantors of bank- or bond-debt are not listed herein. The Company has defined a Debtor entity as being “active” if the entity 1) owns or holds title to assets, 2) conducts some type of operation with general ledger activity, or 3) has contingent liabilities (e.g. potential warranty obligations). |
2. | The statements of assets and liabilities include the asset impairment adjustment amounts prepared by the Debtor for the Form 10-Q filing for the period ended September 30, 2008. Refer to the Form 10-Q filed by the Debtor with the SEC on January 28, 2009 for further explanation of the asset impairments. |
3. | Statements of assets and liabilities are not provided for Debtor entities that are not “active” . A list of those entities is presented below. |
| | |
Inactive Debtor Entity (3) | | Case No. |
Communities Home Builders, Inc. | | 08-11644 |
New Home & Land Company LLC | | 08-11645 |
East Fishkill Development LLC | | 08-11647 |
Bay Colony of Naples, Inc. | | 08-11649 |
Fair Oaks Parkway, LLC | | 08-11650 |
Spectrum PDC Corp. | | 08-11651 |
Gateway Communities, Inc. | | 08-11653 |
Pelican Bay Properties, Inc. | | 08-11656 |
Bay Colony Realty Associates, Inc. | | 08-11657 |
Florida Design Communities, Inc. | | 08-11658 |
Renaissance at Bellview Road, LLC | | 08-11660 |
Coral Ridge Communities, Inc. | | 08-11661 |
Spectrum Customer Care, Inc. | | 08-11662 |
Carpentry Management Associates, LLC | | 08-11663 |
Spectrum Valimar Corp. | | 08-11665 |
Florida Lifestyle Management Company | | 08-11666 |
Gateway Realty Sales, Inc. | | 08-11667 |
Pelican Landing Communities, Inc. | | 08-11668 |
Renaissance at Bridges of Oakton II, LLC | | 08-11669 |
Renaissance at Roseland, Inc. | | 08-11670 |
Florida National Properties, Inc. | | 08-11671 |
The Colony at Pelican Landing Golf Club, Inc. | | 08-11672 |
Lake Grove Home & Land Company LLC | | 08-11673 |
Coral Ridge Properties, Inc. | | 08-11675 |
Renaissance Holdings Corp. | | 08-11676 |
Spectrum-Irvington Corp. | | 08-11677 |
GC Assets of Nassau, Inc. | | 08-11678 |
Spectrum Design Studio, Inc. | | 08-11679 |
Renaissance at Cardinal Forest, LLC | | 08-11680 |
Gateway Communications Services, Inc. | | 08-11681 |
Communities Amenities, Inc. | | 08-11682 |
Pelican Landing Properties, Inc. | | 08-11683 |
Coral Ridge Realty, Inc. | | 08-11685 |
Spectrum-Riverwoods Corp. | | 08-11686 |
Renaissance at Evergreen Mills Road, LLC | | 08-11687 |
Renaissance at Rugby Road, LLC | | 08-11689 |
Spectrum FS Corp. | | 08-11690 |
Renaissance Housing Corp. | | 08-11692 |
Pelican Marsh Properties, Inc. | | 08-11693 |
Spectrum Glen Cove Corp. | | 08-11695 |
Renaissance at Rugby Road II, LLC | | 08-11697 |
(The) Mansion Ridge Sewer Co., Inc. | | 08-11698 |
Coral Ridge Realty Sales, Inc. | | 08-11699 |
WCI Amenities, Inc. | | 08-11700 |
Renaissance Land, LLC | | 08-11704 |
Sun City Center Realty, Inc. | | 08-11706 |
Spectrum Holmdel Corp. | | 08-11707 |
Renaissance at South River, Inc. | | 08-11708 |
Marbella at Pelican Bay, Inc. | | 08-11709 |
Heron Bay, Inc. | | 08-11710 |
WCI Architecture & Land Planning, Inc. | | 08-11714 |
Tarpon Cove Realty, Inc. | | 08-11716 |
Renaissance at the Bridges of Oakton, LLC | | 08-11718 |
WCI Northeast Real Estate Development, LLC | | 08-11720 |
Heron Bay Golf Course Properties, Inc. | | 08-11721 |
Reston Building Company, LLC | | 08-11723 |
WCI Realty Connecticut, Inc. | | 08-11724 |
WCI Business Development, Inc. | | 08-11725 |
Spectrum Lake Grove, LLC | | 08-11726 |
WCI Realty Maryland, Inc. | | 08-11727 |
Tarpon Cove Yacht & Racquet Club, Inc. | | 08-11730 |
RMH, LLC | | 08-11732 |
WCI Northeast U.S. Region, LLC | | 08-11733 |
WCI Marketing, Inc. | | 08-11734 |
Spectrum Landing Corp. | | 08-11735 |
(The) Valimar Home & Land Company, LLC | | 08-11738 |
WCI Pompano Beach, Inc. | | 08-11739 |
WCI Capital Corporation | | 08-11740 |
Sarasota Tower, Inc. | | 08-11741 |
WCI Realty New York, Inc. | | 08-11743 |
Spectrum Long Beach, LLC | | 08-11744 |
WCI Ireland Inn Corp. | | 08-11745 |
WCI Title, Inc. | | 08-11750 |
Renaissance at River Creek, Inc. | | 08-11751 |
Spectrum North Bergen LLC | | 08-11752 |
Spectrum Construction Corp. | | 08-11754 |
WCI Towers, Inc. | | 08-11755 |
WCI Towers Mid-Atlantic USA, Inc. | | 08-11758 |
Renaissance at Timberlake II, LLC | | 08-11760 |
WCI Homebuilding, Inc. | | 08-11762 |
WCI Homes, Inc. | | 08-11765 |
Renaissance at River Creek Villas, Inc. | | 08-11767 |
WCI Golf Group, Inc. | | 08-11768 |
WCI Homebuilding Northeast, U.S., Inc. | | 08-11769 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
Exhibit C:
Disclosures and Disclaimers Regarding the Monthly Operating Report
of
WCI Communities, Inc. and Its Affiliated Debtors
| | | | |
| | | | Monthly Operating Report |
| | | | December 1, 2008 through December 31, 2008 |
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
DISCLOSURES AND DISCLAIMERS REGARDING THE MONTHLY OPERATING REPORT
OF
WCI COMMUNITIES, INC. AND ITS AFFILIATED DEBTORS
The Monthly Operating Report filed by WCI Communities, Inc. (“WCI”) and its affiliated debtors in these jointly administered chapter 11 cases (collectively, the “Debtors”) is limited in scope, covers a limited time period and has been prepared by management of the Debtors with the assistance of their court-appointed advisors solely for the purpose of complying with reporting requirements of the Office of the United States Trustee in the District of Delaware and the Bankruptcy Code. The financial information contained in the Monthly Operating Report is unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals and disclosure items. The Company cautions readers not to place undue reliance on the Monthly Operating Report. The Monthly Operating Report may be subject to revision. The Monthly Operating Report is in a format required by the Office of the United States Trustee in the District of Delaware and the Bankruptcy Code and should not be used for investment purposes. The information in the Monthly Operating Report should not be viewed as indicative of future results.
While the Debtors’ management has exercised its best efforts to ensure that the Monthly Operating Report is accurate and complete by legal entity based on information that was available at the time of preparation, inadvertent errors or omissions may exist. The Debtors reserve the right to amend the Monthly Operating Report from time to time as may be necessary or appropriate.
I. | Schedule of Receipts and Disbursements |
(1) The schedule reflects actual cash receipts and disbursements for the period 12/1/08 through 12/31/08 and does not reflect transfers of funds between accounts. Cash receipts are reported as net proceeds at closing.
II. | Statement of Operations |
(1)Reporting Date. All statements of operations information cover the period 12/1/2008 to 12/31/2008 and are clearly identified.
(2)Allocation of Corporate Overhead. The Debtor records significant corporate overhead costs on the books and records of Bay Colony-Gateway, Inc. For purposes of the individual legal debtor entity P&L statements attached hereto as Exhibit A, these corporate overhead costs have been allocated pro-rata to various active legal entities based on the net book value of total assets as of 12/31/08 of each of the legal entities. It is assumed that active legal Debtor entities with assets require some level of corporate support, and therefore those Debtors with larger asset bases should absorb a larger proportion of the corporate overhead expenses. The allocation of corporate overhead using the methodology described is not necessary for consolidated SEC reporting, but has been included in the statements of operations for individual Debtor entities.
III. | Statement of Assets and Liabilities |
(1)Reporting Date. All asset and liability information is reported as of December 31, 2008.
(2)Basis of Presentation. For financial reporting purposes, the Debtors, along with certain of their subsidiaries that have not filed chapter 11 petitions under the Bankruptcy Code, prepare consolidated financial statements that are filed with the SEC and audited on an annual basis. Unlike the audited consolidated financial statements, the Statement of Assets and Liabilities attached herein reflect only the assets and liabilities of each Debtor and do not include eliminations or
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| | | | |
In Re: | | | | Chapter 11 |
WCI Communities, Inc.,etal. | | | | Case Number: 08-11643 (KJC) |
Debtors | | | | Jointly Administered |
| | | | Hon. Kevin J. Carey |
intercompany balances for consolidating purposes. Accordingly, combining the assets and liabilities set forth in the Statement of Assets and Liabilities would result in amounts that would be substantially different from financial information presented on a consolidated basis in accordance with GAAP. Therefore, the Statement of Assets and Liabilities does not purport to represent financial statements prepared in accordance with GAAP nor is it intended to fully reconcile with the financial statements filed by the Debtors with the SEC. Inconsistencies should be interpreted and resolved in favor of financial statements filed by the Debtors with the SEC and not the Monthly Operating Report.
(3)Active/Inactive Debtor Entities. The Company has defined a Debtor entity as being active if the entity 1) owns or holds title to assets, 2) conducts some type of operation with general ledger activity, or 3) has contingent liabilities (e.g. potential warranty obligations). Exhibits A and B are included herein and provide further details regarding active and inactive Debtor entities and their inclusion in such exhibits.
(1) As required for the third quarter completion of its GAAP financial statements, the Debtors undertook an impairment analysis of its long lived real estate assets. The impairments recorded by the Debtors, effective September 30, 2008, are reflected in the Consolidating Balance Sheet and the individual Debtor Statements of Assets and Liabilities that are included in this monthly operating report. However, the impact of the impairments taken is not included in the Consolidating Statement of Operations or the individual Debtor Statements of Operations included herein because these statements are monthly (not cumulative or year to date statements). Refer to the third quarter Form 10-Q filed with the SEC on January 28, 2009 for specific explanations of the accounting for the impairments for the quarter ending September 30, 2008.
(2) As required for its December 31, 2008 completion of its GAAP financial statements, the Debtors are in the process of evaluating impairment analyses of its real estate assets and other potential adjustments to the financial statements. The impact of these potential adjustments has not been included in this monthly operating report.