Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
| In reThe PMI Group, Inc. | Case No. 11-13730 (BLS) Reporting Period: 11/1/12-11/30/12 |
MONTHLY OPERATING REPORT
File with Court and submit copy to United States Trustee within 20 days after end of month
Submit copy of report to any official committee appointed in the case
REQUIRED DOCUMENTS | Form No. | Document Attached | Explanation Attached | Debtor’s | ||||
| Schedule of Cash Receipts and Disbursements | MOR-1 | X | ||||||
| Bank Account Reconciliations, Bank Statements and Cash Disbursements Journal | MOR-1(a) | X | ||||||
| Schedule of Professional Fees Paid | MOR-1(b) | X | ||||||
| Statement of Operations | MOR-2 | X | ||||||
| Balance Sheet | MOR-3 | X | ||||||
| Status of Postpetition Taxes | MOR-4 | X | ||||||
| Summary of Unpaid Postpetition Accounts Payable | MOR-4(a) | X | ||||||
| Debtor Questionnaire | MOR-5 | X |
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
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| Signature of Debtor | Date | |||
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| Signature of Joint Debtor | Date | |||
/s/ L. Stephen Smith | 12/20/12 | |||
| Signature of Authorized Individual* | Date | |||
L. Stephen Smith | Chief Executive Officer and Chairman of the Board | |||
| Printed Name of Authorized Individual | Title of Authorized Individual | |||
| * | Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company. |
NOTES TO MONTHLY OPERATING REPORT
The PMI Group, Inc., a debtor and debtor in possession (the “Company” or “Debtor”), hereby submits its Monthly Operating Report (the “MOR”).
1.Description of the Cases. On November 23, 2011 (the “Petition Date”), the Debtor filed a voluntary petition with the Bankruptcy Court for reorganization under Chapter 11 of the Bankruptcy Code. The Debtor is operating its business as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
2.Basis of Presentation. The MOR is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements to the United States Bankruptcy Court. The financial information in the MOR is preliminary and unaudited and does not purport to show the financial statements of the Debtor in accordance with Generally Accepted Accounting Principles (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. We caution readers not to place undue reliance upon the MOR. There can be no assurance that such information is complete and the MOR may be subject to revision.
The information contained in the MOR has been derived from the Debtor’s books and records in conjunction with information available from non-debtor affiliates. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, we believe that the financial information could be subject to changes and these changes could be material. The information furnished in this MOR includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
3.Recoveries and Causes of Action. The MOR, the Debtor’s Schedules of Assets and Liabilities and Statements of Financial Affairs may not include a complete list of causes of action it possesses as of the Petition Date or at any point thereafter. Regardless of the recoveries and causes of action listed, the Debtor reserves all of its rights with respect to any and all causes of action it may possess, including, but not limited to, avoidance actions or to assert any defenses, and nothing in this MOR shall be deemed a waiver or limitation of any of the Debtor’s rights to pursue any such causes of action or recovery or assert any defenses.
4.Reorganization Items. American Institute of Certified Public Accountant Statement of Position 90-7, “Financial Reporting by Entities in reorganization under the Bankruptcy Code” (“SOP 90-7”) requires separate disclosure of reorganization items such as realized gains and losses from the settlement of pre-petition liabilities, provisions for losses resulting from the reorganization and restructuring of the business as well as professional fees directly related to the process of reorganizing the Debtor under Chapter 11. Such items are reflected in the MOR as Bankruptcy Related Expenses.
5.Liabilities Subject to Compromise. As a result of the Chapter 11 filing, most pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are stayed. The Debtor has been paying and intends to continue to pay undisputed post-petition claims in the ordinary course of business. In addition, the Debtor may reject pre-petition executory contracts with respect to the Debtor’s operations with the approval of the Bankruptcy Court. Damages resulting from rejection of executory contracts are generally treated as general unsecured claims and will be classified as liabilities subject to compromise. The pre-petition liabilities that are subject to compromise are reported herein at the amounts expected to be allowed, although they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims or other events. While GAAP requires fair market adjustments to certain obligations, including funded debt, this MOR states such obligations at notional value, including pre-petition accrued interest.
On February 21, 2012, the Bankruptcy Court signed an order to approve an amended cost allocation agreement between the Debtor and an operating subsidiary. Under the amended agreement, the operating subsidiary agreed to continue providing certain services. As part of the consideration for the provision of services, the Debtor has made a “cure payment” of $849,488 for services rendered prior to the Petition Date.
The “Liabilities Subject to Compromise” includes a pre-petition intercompany claim in the amount of $18,237,156. This claim was released pursuant to the terms of a settlement among the Debtor, PMI Mortgage Insurance Co. (“MIC”) and certain other parties, which settlement became effective on December 18, 2012 (the “Settlement”). The effects of the Settlement are not reflected in the financial information reported in the forms contained in the MOR.
6.Post-petition Accounts Payable. The Debtor has paid and continues to pay post-petition, undisputed invoices in the ordinary course and on generally agreed-upon terms.
7.Investments in Subsidiaries. Financial information related to any of the Debtor’s investments in its subsidiaries has been derived from the Debtor’s books and records in conjunction with the information available from non-debtor affiliates. Any information contained in this report pertaining to the Debtor’s investments in its subsidiaries should be viewed as preliminary and subject to revision. Given the timing of this filing, final loss provision and other expenses and revisions may not be reflected in the period in which they occur.
Following effectiveness of the Settlement (i) certain reinsurance affiliates of the Debtor that remain under the Debtor’s control distributed an aggregate of approximately $27 million in cash to the Debtor and (ii) MIC paid $20 million in cash that MIC was required to pay to the Debtor pursuant to the terms of the Settlement in connection with the exclusive use by MIC of $1 billion of net operating loss carryforwards. The effects of the Settlement are not reflected in the financial information reported in the forms contained in the MOR.
8.Non-Cash Compensation Expense. Prior to the Petition Date, certain employees of the Debtor and its subsidiaries were granted stock-based compensation (including options). The Debtor has not expensed or accrued post-petition expense for outstanding stock-based grants and other stock-based compensation.
9.Pre-Paid Assets. Pre-Paid Assets primarily consist of insurance policies being amortized on a straight-line basis over the life of each policy.
10.Notes Receivable. The Other Assets balance reported on the balance sheet of this report includes notes receivable that relate to investments made prior to 2002 to fund programs instituted, or to be instituted, by the Company or its subsidiaries. These programs are no longer in place and the Debtor is currently attempting to monetize these assets. The value assigned to these notes has been derived from the Debtor’s books and records in conjunction with the information available from non-debtor affiliates. The Debtor has not independently confirmed the outstanding balance on these notes receivable. These amounts may not represent fair market value and may be subject to significant revision.
As part of the Settlement, claims held by the Debtor in respect of a Note Receivable of approximately $285 million (plus accrued interest) (the “Note”) from an operating subsidiary were released. Prior to the Settlement, the Debtor provided a full valuation allowance against the Note as that subsidiary had been placed into receivership by its regulator due to a deficiency in regulatory capital. The effects of the Settlement are not reflected in the financial information reported in the forms contained in the MOR.
11.Deferred Assets and Liabilities and Other Accruals. The Debtor has reversed certain accruals for pre-petition non-cash assets and liabilities, such as unamortized debt issuance expenses. There is significant uncertainty respecting the Debtor’s ability to utilize its deferred tax attributes; accordingly, a full valuation allowance has been applied to the deferred tax asset and no tax benefit or provision has been recognized.
12.Intercompany Balances. The “Accounts Receivable – Affiliates” and Post-petition “Accounts Payable – Intercompany” should be viewed as preliminary and subject to further revision. Given the timing of this filing, the Debtor and its affiliates may be required to make adjustments that may not be reflected in the period in which they occur.
The PMI Group, Inc.
Cash Receipts and Disbursements
November 1, 2012 to November 30, 2012
MOR - 1
Cash Receipts | $ | 24 | ||
Operating Disbursements | ||||
Employee Compensation | 135,736 | |||
Payroll Taxes | 1,827 | |||
Employee Benefit Costs | 1,807 | |||
Consultants and Temporary Staff | — | |||
Ordinary Course Professional Fees | 280,428 | |||
Intercompany Payments (non-employee) | — | |||
Travel | — | |||
Tax Payments | 36,000 | |||
Board Compensation and Travel | 3,335 | |||
Other (misc. G&A and contingencies) | 10,579 | |||
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Total Operating Disbursements | 469,711 | |||
Bankruptcy Related Expenses | ||||
Debtor Professionals | 980,989 | |||
UCC Professionals | 555,750 | |||
Claims Administrators | 9,468 | |||
US Trustee | — | |||
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Total Bankruptcy Disbursements | 1,546,207 | |||
Total Disbursements | 2,015,919 | |||
Net Cash Flow | $ | (2,015,894 | ) | |
Beginning Cash Balance as of 11-1-2012 | $ | 158,343,550 | ||
Change in Cash | (2,015,894 | ) | ||
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Ending Cash Balance as of 11-30-2012 | $ | 156,327,656 | ||
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The PMI Group, Inc.
Schedule of Bank Accounts and Balances
As of November 30, 2012
MOR - 1a
Note: All bank accounts have been reconciled for the period presented.
Name of Bank | Account Name | Bank Account Number | Balance | |||||
Bank of America | Main Account | xxxxxx0476 | $ | 155,792,235 | ||||
Bank of America | Payroll Account | xxxxxx0423 | 243,449 | |||||
Bank of America | Investment Account | xxxx0C80 | — | |||||
Bank of New York | Cash Securities | xxx430 | 276,930 | |||||
Commonwealth National Bank | Gateway | xxx3169 | 15,041 | |||||
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Total | $ | 156,327,656 | ||||||
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The PMI Group, Inc.
Schedule of Professional Fees Paid
November 1, 2012 to November 30, 2012
MOR - 1b
Payee | Period Covered | Amount | ||||
Osborn Maledon | August 2012 | $ | 18,165 | |||
Kurtzman Carson Consultants, LLC | August 2012 - September 2012 | 9,468 | ||||
Young Conaway Stargatt & Taylor, LLP | August 2012 | 164,473 | ||||
Peter J. Solomon Company, L.P. | July 2012 - August 2012 | 120,340 | ||||
Morrison & Foerster, LLP | July 2012 - August 2012 | 430,617 | ||||
Goldin Associates, LLC | October 2012 | 152,318 | ||||
Sullivan & Cromwell, LLP | June 2012 - August 2012 | 646,033 | ||||
Roshka DeWulf | July 2012 | 4,792 | ||||
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Total Professional Fees | $ | 1,546,207 | ||||
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STATEMENT OF OPERATIONS
THE PMI GROUP, INC.
For the Month Ended November 30, 2012
MOR-2
Total Revenues | $ | — | ||
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Payroll Expense | 100,565 | |||
Other Recurring Expenses | 358,833 | |||
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Total Recurring Expenses | 459,398 | |||
Non-Recurring Expenses - Bankruptcy Related | 1,042,745 | |||
Total Expenses |
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1,502,143 |
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Interest and Dividends | — | |||
Equity Earnings | 309 | |||
Gain (Loss) on Investments | — | |||
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Net Investment Income | 309 | |||
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Non-Cash Interest Expense | — | |||
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Income (Loss) before Tax | (1,501,834 | ) | ||
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Tax Provision (Benefit) | (1 | ) | ||
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Net Income (Loss) | $ | (1,501,833 | ) | |
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BALANCE SHEET
THE PMI GROUP, INC.
As of November 30, 2012
MOR-3
Assets | ||||
Fixed Income Securities | $ | — | ||
Cash | 156,327,656 | |||
Investments in Subsidiaries | 57,323,982 | |||
Accounts Receivable - Affiliates | 1,655,001 | |||
Pre-Paid Assets | 9,328,325 | |||
Other Assets | 264,405 | |||
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Total Assets | $ | 224,899,368 | ||
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Liabilities Not Subject to Compromise | ||||
Accrued Expenses | $ | 2,636,729 | ||
Accounts Payable | 5,366,903 | |||
Accounts Payable - Intercompany | 74,499 | |||
Other Liabilities | 24,667 | |||
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LiabilitiesNot Subject to Compromise | $ | 8,102,798 | ||
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Liabilities Subject to Compromise | ||||
Pre-Petition Bond Debt | $ | 742,553,677 | ||
Gateway Liability | 262,000 | |||
Accounts Payable | 49,197 | |||
Accounts Payable - Intercompany | 19,594,296 | |||
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Liabilities Subject to Compromise | $ | 762,459,170 | ||
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Total Liabilities | $ | 770,561,969 | ||
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Common Stock | $ | 1,970,788 | ||
Additional Paid in Capital and Accumulated Deficit | 725,771,519 | |||
Treasury Shares | (1,273,404,907 | ) | ||
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Total Equity | $ | (545,662,601 | ) | |
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Total Liabilities and Equity | $ | 224,899,368 | ||
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The PMI Group, Inc.
Summary of Post-Petition Taxes
For the Month Ended November 30, 2012
MOR - 4
Representation: The PMI Group, Inc.’s 2011 federal income tax return, filed on September 12, 2012, indicates taxes owing of $4,862,835. The Debtor and/or its affiliates intend to pay this amount.
The PMI Group, Inc.
Summary of Post-Petition Debts
For the Month Ended November 30, 2012
MOR - 4a
Unpaid Post-Petition Debts | ||||||||||||||||||||||||
| Current | 0-31 Days | 31-60 Days | 61-90 Days | Over 90 Days | Total | |||||||||||||||||||
Total Operating Activity Payables | $ | 59,674 | $ | — | $ | — | $ | 4,862,835 | $ | — | $ | 4,922,509 | ||||||||||||
Total Bankruptcy Activity Payables | 444,394 | — | — | — | — | 444,394 | ||||||||||||||||||
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Total Post-Petition Payables | $ | 504,068 | $ | — | $ | — | $ | 4,862,835 | $ | — | $ | 5,366,903 | ||||||||||||
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Note: Operating Activity Payables include gross taxes payable related to The PMI Group, Inc.’s 2011 federal income tax return, filed on September 12, 2012. The Debtor and/or its affiliates intend to pay this amount.
The PMI Group, Inc.
Debtor Questionnaire
For the Month Ended November 30, 2012
MOR - 5
DEBTOR QUESTIONNAIRE
Must be completed each month | Yes | No | ||||||
| 1. | Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. | x | ||||||
| 2. | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. | x | ||||||
| 3. | Have all postpetition tax returns been timely filed? If no, provide an explanation below. | x | ||||||
| 4. | Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. | x | ||||||
| 5. | Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. | x | ||||||
