Tvi (TVIN) 8-K U.S. Trustee Basic Monthly Operating Report

Exhibit 99.3

Exhibit 5

U.S. Trustee Basic Monthly Operating Report

Case Name:	CAPA MANUFACTURING CORP.		Date Filed:	09/18/2009
Case Number:	09-15758		SIC Code:	339900
Month (or portion) covered by this report:		August 2009

IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THIS U.S. TRUSTEE BASIC MONTHLY OPERATING REPORT AND THE ACCOMPANYING ATTACHMENTS ON BEHALF OF THE CHAPTER 11 DEBTOR AND, TO THE BEST OF MY KNOWLEDGE, THIS REPORT AND RELATED DOCUMENTS ARE TRUE, CORRECT AND COMPLETE.

/s/ Sherri Voelkel	Sept. 17, 2009
ORIGINAL SIGNATURE OF RESPONSIBLE PARTY	DATE REPORT SIGNED
Sherri Voelkel, Treasurer
PRINTED NAME OF RESPONSIBLE PARTY AND POSITION WITH DEBTOR

The debtor is required to provide financial reports prepared by or for the debtor in addition to the information required by this form. The U.S. Trustee may permit the debtor to eliminate duplicative information. No such permission is valid unless in writing.

QUESTIONNAIRE:		YES	NO	N/A
1.	IS THE BUSINESS STILL OPERATING?	o	o	x
2.	DID YOU SELL ANY ASSETS OTHER THAN INVENTORY THIS MONTH?	o	o	x
3.	HAVE YOU PAID ANY BILLS YOU OWED BEFORE YOU FILED BANKRUPTCY?	o	x
4.	DID YOU PAY ANYTHING TO YOUR ATTORNEY OR OTHER PROFESSIONALS THIS MONTH?	o	x
5.	DID YOU PAY ALL YOUR BILLS ON TIME THIS MONTH?	x	o
6.	DID YOU PAY YOUR EMPLOYEES ON TIME?	o	o	x
7.	HAVE YOU FILED ALL OF YOUR RETURNS AND PAID ALL OF YOUR TAXES THIS MONTH?	x	o
8.	DID YOU PAY ALL OF YOUR INSURANCE PREMIUMS THIS MONTH?	o	o	x
9.	DID ANY INSURANCE COMPANY CANCEL YOUR POLICY THIS MONTH?	o	o	x
10.	HAVE YOU BORROWED MONEY FROM ANYONE THIS MONTH?	o	o	x
11.	DO YOU HAVE ANY BANK ACCOUNTS OPEN OTHER THAN THE DIP ACCOUNT?	o	x	o
12.	DID YOU HAVE ANY UNUSUAL OR SIGNIFICANT UNANTICIPATED EXPENSES THIS MONTH?	o	o	x

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Exhibit 5

09-15758

		YES	NO	N/A
13.	DID YOU DEPOSIT ALL MONEY FOR YOUR BUSINESS INTO THE DIP ACCOUNT THIS MONTH?	o	o	x
14.	DID THE BUSINESS SELL ANY GOODS OR PROVIDE SERVICES TO ANY BUSINESS RELATED TO THE DIP IN ANY WAY?	o	o	x
15.	DO YOU PLAN TO CONTINUE TO OPERATE THE BUSINESS NEXT MONTH?	o	o	x
16.	ARE YOU CURRENT ON YOUR QUARTERLY FEE PAYMENT TO THE UST?	x	o	o

TAXES

DO YOU HAVE ANY PAST DUE TAX RETURNS OR PAST DUE POST-PETITION TAX OBLIGATIONS?	o	o	x
IF YES, PLEASE PROVIDE A WRITTEN EXPLANATION INCLUDING WHEN SUCH RETURNS WILL BE FILED, OR WHEN SUCH PAYMENTS WILL BE MADE AND THE SOURCE OF THE FUNDS FOR THE PAYMENT.

(Exhibit A)

INCOME

PLEASE SEPARATELY LIST ALL OF THE INCOME YOU RECEIVED FOR THE MONTH. THE LIST SHOULD INCLUDE ALL INCOME FROM CASH AND CREDIT TRANSACTIONS. [If you use an automated accounting system, please attach a copy of the Income Statement and Balance Sheet.]
TOTAL INCOME	$	0.00

(Exhibit B)

EXPENSES

PLEASE SEPARATELY LIST ALL EXPENSES PAID BY CASH OR BY CHECK FROM YOUR BANK ACCOUNTS PAID THIS MONTH. INCLUDE THE DATE PAID, WHO WAS PAID THE MONEY, THE PURPOSE AND THE AMOUNT. [If you use an automated accounting system, please attach a copy of the Disbursements Journal, otherwise attach a copy of the check register.]
TOTAL EXPENSES	$	0.00

(Exhibit C)

CASH PROFIT

INCOME FOR THE MONTH (TOTAL FROM EXHIBIT B)		$	0.00
EXPENSES FOR THE MONTH (TOTAL FROM EXHIBIT C)		$	0.00
(Subtract The Total from Exhibit C from the Total of Exhibit B)	CASH PROFIT FOR THE MONTH	$	0.00

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Exhibit 5

09-15758

UNPAID BILLS

PLEASE ATTACH A LIST OF ALL DEBTS (INCLUDING TAXES) WHICH YOU HAVE INCURRED SINCE THE DATE YOU FILED BANKRUPTCY BUT HAVE NOT PAID. THE LIST MUST INCLUDE THE DATE THE DEBT WAS INCURRED, WHO IS OWED THE MONEY, THE PURPOSE OF THE DEBT AND WHEN THE DEBT IS DUE.
TOTAL PAYABLES	$	0.00

(Exhibit D)

MONEY OWED TO YOU

PLEASE ATTACH A LIST OF ALL AMOUNTS OWED TO YOU BY YOUR CUSTOMERS FOR WORK YOU HAVE DONE OR THE MERCHANDISE YOU HAVE SOLD. YOU SHOULD INCLUDE WHO OWES YOU MONEY, HOW MUCH IS OWED AND WHEN IS PAYMENT DUE.
TOTAL RECEIVABLES	$	0.00

(EXHIBIT E)

BANKING INFORMATION

PLEASE ATTACH A COPY OF YOUR LATEST BANK STATEMENT FOR EVERY ACCOUNT YOU HAVE AS OF THE DATE OF THIS FINANCIAL REPORT.

EMPLOYEES

NUMBER OF EMPLOYEES WHEN THE CASE WAS FILED?	0
NUMBER OF EMPLOYEES AS OF THE DATE OF THIS MONTHLY REPORT?	0
PROFESSIONAL FEES ***
TOTAL PROFESSIONAL FEES APPROVED BY THE COURT DURING THIS REPORTING PERIOD?	$	0.00
TOTAL PROFESSIONAL FEES APPROVED BY THE COURT SINCE THE FILING OF THE CASE?	$	0.00
TOTAL PROFESSIONAL FEES INCURRED BY OR ON BEHALF OF THE DEBTOR DURING THIS REPORTING PERIOD?	$	0.00
TOTAL PROFESSIONAL FEES INCURRED BY OR ON BEHALF OF THE DEBTOR SINCE THE FILING OF THE CASE?	$	0.00
PROFESSIONAL FEES INCURRED BY OR ON BEHALF OF THE DEBTOR RELATED TO BANKRUPTCY DURING THIS REPORTING PERIOD?	$	0.00
PROFESSIONAL FEES INCURRED BY OR ON BEHALF OF THE DEBTOR RELATED TO BANKRUPTCY SINCE THE FILING OF THE CASE?	$	0.00

*** Fees reported in the Monthly Operating Report of TVI Corporation, Case No. 09-15677

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Exhibit 5

09-15758

PROJECTIONS

COMPARE YOUR ACTUAL INCOME, EXPENSES AND THE CASH PROFIT TO THE PROJECTIONS FOR THE FIRST 180-DAYS OF YOUR CASE PROVIDED AT THE INITIAL DEBTOR INTERVIEW.

PROJECTED INCOME FOR THE MONTH:	See Exhibit F
ACTUAL INCOME FOR THE MONTH (EXHIBIT B):	$	0.00
DIFFERENCE BETWEEN PROJECTED AND ACTUAL INCOME:	$	0.00
PROJECTED EXPENSES FOR THE MONTH:
TOTAL ACTUAL EXPENSES FOR THE MONTH (EXHIBIT C):	$	0.00
DIFFERENCE BETWEEN PROJECTED AND ACTUAL EXPENSES:	$	0.00
PROJECTED CASH PROFIT FOR THE MONTH:
ACTUAL CASH PROFIT FOR THE MONTH (TOTAL FROM EXHIBIT B MINUS TOTAL FROM EXHIBIT C)	$	0.00
DIFFERENCE BETWEEN PROJECTED AND ACTUAL CASH PROFIT:	$	0.00

[If actual cash profit was 90% or less of projected cash profit, please attach a detailed written explanation.]

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Exhibit 6

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF MARYLAND

OFFICE OF UNITED STATES TRUSTEE

In re:	CHAPTER 11
	Case No. 09-15758
CAPA MANUFACTURING CORP.
	MONTHLY OPERATING REPORT
Debtor(s)	CASH DISBURSEMENTS SUMMARY REPORT

Calendar Month August 1, 2009 to August 31, 2009
(All figures refer to post-petition transactions)

Total Disbursements from Operating Account	(Note 1)	+ $	$0.00
Total Disbursements from Payroll Account	(Note 2)	+ $	$0.00
Total Disbursements from Tax Escrow Account	(Note 3)	+ $	$0.00
Total Disbursements from other Account	(Note 4)	+ $	$0.00
Grand Total Disbursements from all accounts		= $	$0.00

NOTE 1 - Include in this amount all checks written, wire transfers made from, or any other withdrawal from the general operating account. Exclude only transfers to the debtor in possession payroll account, the debtor in possession tax escrow account or other debtor in possession account where the disbursements will be listed on this report.

NOTE 2 - Include in this amount all checks written, wire transfers made from, or any other withdrawal from the payroll account. Exclude only transfers to the debtor in possession operating account, the debtor in possession tax escrow account or other debtor in possession account where the disbursements will be listed on this report.

NOTE 3 - Include in this amount all checks written, wire transfers made from, or any other withdrawal from the tax escrow account. Exclude only transfers to the debtor in possession operating account, the debtor in possession payroll account or other debtor in possession account where the disbursements will be listed on this report.

NOTE 4 - Include in this amount any other disbursements made by the debtor including (but not limited to) cash paid from a petty cash fund or cash register, amounts paid from any other debtor in possession account, and amounts paid from the accounts of others on the debtors behalf (for example, disbursements made from a law firm’s escrow account as a result of a sale of property).

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TVI CORPORATION, DEBTOR-IN-POSSESSION

CONSOLIDATING BALANCE SHEET

As of August 31, 2009

(Unaudited)

	Case
						09-15686		09-15758
	09-15677			09-15654		Signature		CAPA
	TVI			Safety Tech		Special Event		Manufacturing
	Corporation			International, Inc.		Services, Inc.		Corp		TOTAL
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	41,311		$	—	$	—	$	—	$	41,311
Accounts receivable - trade, net	1,140,176			487,245		362,595		—		1,990,016
Inventories, net	1,963,432			1,835,731		—		—		3,799,163
Income taxes receivable *	—			—		—		—		—
Equipment held for sale	—			—		2,242,000		—		2,242,000
Prepaid expenses and other current assets	681,389			329,134		53,964		—		1,064,487
Total current assets	3,826,308			2,652,110		2,658,559		—		9,136,977
PROPERTY, PLANT AND EQUIPMENT, NET	278,140			5,440,263		—		—		5,718,402
OTHER ASSETS
Intangible assets, net	213,077			31,460		—		—		244,537
Receivable from subsidiary	6,014,877			—		—		—		6,014,877
Other	47,971			—		—		—		47,971
Total other assets	6,275,925			31,460		—		—		6,307,385
TOTAL ASSETS	$	10,380,373		$	8,123,832	$	2,658,559	$	—	$	21,162,764
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
DIP Line of credit	$	10,079,477		$	—	$	—	$	—	$	10,079,477
Accounts payable	1,727,649			1,201,672		1,552,148		—		4,481,469
Accrued expenses	1,365,236			476,339		891,425		—		2,733,000
Deferred income taxes *	—			72,764		—		—		72,764
Current portion of long-term debt	17,060,827			48,280		—		—		17,109,106
Total current liabilities	30,233,189			1,799,055		2,443,573		—		34,475,816
LONG-TERM LIABILITIES
Long-term debt, net of current portion	—			243,862		—		—		243,862
Payable to parent company	—			5,799,891		214,986		—		6,014,877
Stock warrant liability	106,200			—		—		—		106,200
Deferred income taxes *	—			281,024		—		—		281,024
Total long-term liabilities	106,200			6,324,777		214,986		—		6,645,963
TOTAL LIABILITIES	30,339,389			8,123,833		2,658,559		—		41,121,780
STOCKHOLDERS’ DEFICIT
Preferred stock - $1.00 par value	—			—		—		—		—
Common stock - $0.01 par value	343,674			—		—		—		343,674
Additional paid-in capital	26,960,492			—		—		—		26,960,492
Accumulated deficit	(47,263,182		)	—		—		—		(47,263,182		)
TOTAL STOCKHOLDERS’ DEFICIT	(19,959,016		)	—		—		—		(19,959,016		)
TOTAL LIABILITIES AND DEFICIT	$	10,380,373		$	8,123,833	$	2,658,559	$	—	$	21,162,764

* Income taxes are pending.

TVI CORPORATION, DEBTOR-IN-POSSESSION

CONSOLIDATING STATEMENT OF OPERATIONS

For the Month Ended August 31, 2009

(Unaudited)

	Case
							09-15686			09-15758
	09-15677			09-15654			Signature			CAPA
	TVI			Safety Tech			Special Event			Manufacturing
	Corporation			International, Inc.			Services, Inc.			Corp		TOTAL
NET REVENUE	$	337,799		$	447,676		$	73,412		$	—	$	858,887
COST OF REVENUE	216,582			366,482			14,774			—		597,838
GROSS PROFIT	121,217			81,194			58,638			—		261,049
OPERATING EXPENSES
Selling, general and administrative expenses	265,829			259,158			217,707			—		742,694
Research and development expenses	41,374			47,398			—			—		88,773
Total operating expenses	307,204			306,556			217,707			—		831,467
OPERATING INCOME/(LOSS)	(185,987		)	(225,362		)	(159,069		)	—		(570,418		)
INTEREST AND OTHER (EXPENSE), NET	(120,286		)	3			—			—		(120,283		)
FORGIVENESS OF DEBT	13,620			11,051			—			—		24,671
INCOME/(LOSS) BEFORE INCOME TAXES	(292,653		)	(214,308		)	(159,069		)	—		(666,030		)
INCOME TAX (EXPENSE)/BENEFIT *	—			—			—			—		—
NET INCOME/(LOSS)	$	(292,653	)	$	(214,308	)	$	(159,069	)	$	—	$	(666,030	)

* Income tax (expense) benefit is pending.

TVI Corporation, et al.

Case No. 09-15677

Exhibit F - Projections (1)

August 1, 2009 through August 31, 2009

	Projections			Actual			Variance
Cash Receipts	$	2,341,200		$	1,434,364		$	(906,836	)
Cash Disbursements:
Compensation and benefits	581,200			520,704			60,496
Facility costs	195,400			138,329			57,071
Other expenses	252,400			166,909			85,491
Vendor payments	673,389			659,513			13,876
Interest expense	247,000			241,953			5,047
Critical vendor payments	230,877			165,179			65,698
Bank fees and expenses	121,000			66,879			54,121
Chapter 11 expenses	282,000			202,320			79,680
Total disbursements	2,583,266			2,161,786			421,479
Net Cash Use (2)	$	(242,066	)	$	(727,422	)	$	(485,357	)

(1)	Projections are shown on a consolidated basis related to the following jointly administered cases:
		TVI Corporation (Case No. 09-15677)
		and its 100% wholly-owned subsidiaries:
		Safety Tech International, Inc. (Case No. 09-15684)
		Signature Special Event Services, Inc. (Case No. 09-15686)
		CAPA Manufacturing Corp. (Case No. 09-15758)
	TVI Corporation, et al, is required to meet specific tests as part of the DIP lending facility based on a consolidated budget compared to consolidated actual results. As of August 31, 2009 TVI Corporation and its subsidiaries were in compliance with these tests.
(2)	The negative variance of $485,357 is almost exclusively due to a cash receipt in August which was delayed in the mail. A wire transfer for $412,415 was subsequently received on September 10, 2009, and would have put the consolidated debtors’ operating results close to its projections for the current month. The cash receipt will be reported in September.