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/raid1/www/Hosts/bankrupt/TCR_Public/091031.mbx T R O U B L E D C O M P A N Y R E P O R T E R Saturday, October 31, 2009, Vol. 13, No. 301 Headlines ACCENTIA BIOPHARMA: Files September 2009 Operating Report ACCENTIA BIOPHARMA: Biovest Int'l Files September Operating Report ASYST TECHNOLOGIES: Posts $317,817 Net Loss in September AURORA OIL: Files September 2009 Operating Reports AVENTINE RENEWABLE: Generates $1.5 Mil. Operating Profit for Sept. CAPE FEAR: Files July and August Operating Reports CDX GAS: Posts $38.5 Million Net Loss in July CMR MORTGAGE II: Posts $2,701,196 Net Loss in September CRUSADER ENERGY: Reports $3 Million September Gross Profit EDDIE BAUER: Earns $321,190 in August 30 - October 3 Period EXTENDED STAY: Records $26.69 Mil. Loss for September FLEETWOOD ENTERPRISES: Files August-September Operating Report FLYING J: Reports Net Income4 of $2.2 Million in August FONTAINEBLEAU LV: Zero Business Activity for September GOTTSCHALKS INC: Posts $603,000 Loss in Period Ended October 3 LANDAMERICA FINANCIAL: Earns $12,533,000 in August LEXINGTON PRECISON: Posts $219,000 Net Loss in August LTV CORP: Ends September with $10,492,000 Cash Balance MERUELO MADDUX: Posts $1,943,048 Net Loss in September METROMEDIA INT'L: Posts $1.9 Million Net Loss in September NEUMANN HOMES: Has $2.03 Million Cash at End of September PFF BANCORP: Posts $121,334 Net Loss in September PILGRIM'S PRIDE: Has $11.8 Mil. Profit for September PROLIANCE INTERNATIONAL: Post $73.3 Million Net Loss in August RATHGIBSON INC: Sept. Loss $7 Million, Sales $17.3 Million RATHGIBSON INC: Posts $7 Million Net Loss in September READER'S DIGEST: Reports $10.5 Million Net Income for September REUNION INDUSTRIES: Incurs $160,000 Net Loss in August SHARPER IMAGE: Ends September With $5,682,588 Cash SPANSION INC: Reports $886,500 Stand-Alone Loss for July SPANSION INC: Cerium Reports $184,100 Stand-Alone Profit for July SPANSION INC: Spansion Int'l Reports $87,000 Profit for July SPANSION INC: Spansion LLC Reports $8.3 Mil. Loss for July THORNBURG MORTGAGE: Files September 2009 Operating Report TROPICANA ENT: Adamar of NJ Reports $3,357,000 Loss for September WORLDSPACE INC: Reports $520,000 Net Loss in September ********* ACCENTIA BIOPHARMA: Files September 2009 Operating Report --------------------------------------------------------- On October 22, 2009, Accentia Biopharmaceuticals, Inc., and certain of its affiliates filed their unaudited combined monthly operating report for the period September 1, 2009, through September 30, 2009, with the United States Bankruptcy Court for the Middle District of Florida, Tampa Division. Their schedule of receipts and disbursements for September 2009, showed: Funds at beginning of period $8,078 Total Receipts $233,803 Total Funds Available for Operations $241,881 Total Disbursements $238,364 Funds at September 30, 2009 $3,516 A full-text copy of the Debtors' monthly operating report for September 2009 is available at no charge at: http://researcharchives.com/t/s?47b2 Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically integrated biopharmaceutical company focused on the development and commercialization of drug candidates that are in late-stage clinical development and typically are based on active pharmaceutical ingredients that have been previously approved by the FDA for other indications. The Company's lead product candidate is SinuNase(TM), a novel application and formulation of a known therapeutic to treat chronic rhinosinusitis. Additionally, the Company has acquired the majority ownership interest in Biovest International Inc. and a royalty interest in Biovest's lead drug candidate, BiovaxID(TM) and any other biologic products developed by Biovest. The Company also has a specialty pharmaceutical business, which markets products focused on respiratory disease and an analytical consulting business that serves customers in the biopharmaceutical industry. Accentia BioPharmaceuticals and nine affiliates filed for Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida, Lead Case No. 08-17795). Charles A. Postler, Esq., and Elena P. Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent the Debtors as counsel. Adam H. Friedman, Esq., at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq., at Genovese Joblove & Battista PA, represent the official committee of unsecured creditors as counsel. In their bankruptcy petition, the Debtors listed assets of $134,919,728 and debts of $77,627,355 as of June 30, 2008. ACCENTIA BIOPHARMA: Biovest Int'l Files September Operating Report ------------------------------------------------------------------ Biovest International Inc. and certain of its debtor-affiliates filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division on October 22, 2009, their unaudited combined monthly operating report for the period September 1, 2009, through September 30, 2009. Their schedule of receipts and disbursements for September 2009 showed: Funds at beginning of period $153,250 Total Receipts $592,324 Total Funds Available for Operations $745,574 Total Disbursements $540,670 Funds at Spetember 30, 2009 $204,903 A full-text copy of Biovest International Inc. and its debtor- affiliates' monthly operating report for September 2009 is available for free at http://researcharchives.com/t/s?47b3 Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically integrated biopharmaceutical company focused on the development and commercialization of drug candidates that are in late-stage clinical development and typically are based on active pharmaceutical ingredients that have been previously approved by the FDA for other indications. The Company's lead product candidate is SinuNase(TM), a novel application and formulation of a known therapeutic to treat chronic rhinosinusitis. Additionally, the Company has acquired the majority ownership interest in Biovest International Inc. and a royalty interest in Biovest's lead drug candidate, BiovaxID(TM) and any other biologic products developed by Biovest. The Company also has a specialty pharmaceutical business, which markets products focused on respiratory disease and an analytical consulting business that serves customers in the biopharmaceutical industry. Accentia BioPharmaceuticals and nine affiliates filed for Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida, Lead Case No. 08-17795). Charles A. Postler, Esq., and Elena P. Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent the Debtors as counsel. Adam H. Friedman, Esq., at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq., at Genovese Joblove & Battista PA, represent the official committee of unsecured creditors as counsel. In their bankruptcy petition, the Debtors listed assets of $134,919,728 and debts of $77,627,355 as of June 30, 2008. ASYST TECHNOLOGIES: Posts $317,817 Net Loss in September -------------------------------------------------------- Asyst Technologies, Inc., on October 20, 2009, filed with the United States Bankruptcy Court for the Northern District of California in Oakland a monthly operating report for the period ended September 30. Asyst posted a net loss of $317,817 in September 2009. During September, the Company's operations ceased as it concluded the asset purchase agreements with Murata Machinery, Ltd., Crossing Automation, Inc., and PEER Intellectual Property, Inc. Asyst has incurred a net loss of $47,536,361 since filing for bankruptcy. At September 30, 2009, Asyst had $20,689,121 in total assets against $10,537,712,000 in total liabilities. During September, payments of approximately $888,000 were issued to professionals pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expense of Professionals. A full-text copy of the Company's monthly operating report is available at no charge at http://researcharchives.com/t/s?47b8 Headquartered in Fremont, California, Asyst Technologies, Inc. -- http://www.asyst.com/-- is a leading provider of integrated automation solutions primarily for the semiconductor and flat panel display manufacturing industries. The Company is the parent company of seven subsidiaries located in various jurisdictions worldwide. Principally, the Company is the owner of a non- operating holding company organized under the laws of Japan, Asyst Technologies Holdings Company, Inc. Asyst Japan Holdings in turn owns the operating company Asyst Technologies Japan, Inc. The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D. Calif. Case No. 09-43246). Ali M.M. Mojdehi, Esq., Janet D. Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of Baker and McKenzie, serve as the Debtor's bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the Debtors' notice and claims agent. AlixPartners, LLP serves as financial advisor. Andrew I. Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the official committee of unsecured creditors. As of December 31, 2008, Asyst had total assets of $295,782,000 and total debts of $315,364,000. The Company's Japanese subsidiaries, Asyst Technologies Holdings Company, Inc., and Asyst Technologies Japan, Inc., entered into related voluntary proceedings under Japan's Corporate Reorganization Law (Kaisha Kosei Ho) on April 20, 2009. Kosei Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ. AURORA OIL: Files September 2009 Operating Reports -------------------------------------------------- Aurora Oil & Gas Corporation and its subsidiary, Hudson Pipeline & Processing Co., LLC, filed separate monthly operating reports for September 2009. Aurora Oil posted a net loss of $2,592,986 on total revenues of $884,020 in September. For the one and nine months ended September 30, 2009, roughly $1.0 million and $5.8 million, respectively was incurred for restructuring/debt services and bankruptcy legal and consulting services. Of the $1.0 million and $5.8 million, $400,000 and $2.7 million, respectively, was incurred on behalf of the creditors. As of September 30, 2009, Aurora Oil had $98,301,991 in total assets and $144,615,369 in total liabilities. A full-text copy of Aurora Oil's September operating report is available at no charge at http://researcharchives.com/t/s?47ad Hudson Pipeline posted net income of $106,053 on total revenues of $329,109 in September. As of September 30, 2009, Hudson Pipeline had $11,741,367 in total assets against $541,788 in total current liabilities and $234,444 in long-term liabilities. A full-text copy of Hudson Pipeline's September operating report is available at no charge at http://researcharchives.com/t/s?47ae Based in Traverse City, Michigan, Aurora Oil & Gas Corporation (Pink Sheets: AOGS) is an independent energy company focused on unconventional natural gas exploration, acquisition, development and production, with its primary operations in the Antrim Shale of Michigan, the New Albany Shale of Indiana and Kentucky. The Company and one affiliate filed for Chapter 11 protection on July 12, 2009 (Bankr. W.D. Mich. Case Nos. 09-08254 and 09-08255). Judge Scott W. Dales presides over the case. Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, in Grand Rapids, Michigan; and Joel H. Levitin, Esq., and Richard A. Stieglitz, Jr., at Cahill Gordon & Reindel LLP, in New York, serve as the Debtors' counsel. Aurora listed between $100 million and $500 million each in assets and debts. AVENTINE RENEWABLE: Generates $1.5 Mil. Operating Profit for Sept. ------------------------------------------------------------------ According to Bill Rochelle at Bloomberg, Aventine Renewable Energy Holdings Inc. generated a $1.5 million operating profit in September on $37.8 million in total sales. After the benefit of a $14.5 million reorganization gain, the net profit for the month was $15.1 million. From the inception of the bankruptcy case in April, the operating loss was $3.3 million on $227.9 million revenue. Aventine has $30 million of DIP financing from a bondholder group, which includes Brigade Capital Management, Nomura, Whitebox Advisors and Pandora Select Partners. About Aventine Renewable Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc. (Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a producer and marketer of ethanol to many leading energy companies in the United States. In addition to ethanol, Aventine also produces distillers grains, corn gluten meal, corn gluten feed, corn germ and brewers' yeast. Morgan Stanley Capital Partners IV bought Aventine in May 2003 from Williams Cos. Aventine had a public offering in May 2006. The Morgan Stanley group retained 28% of the stock at year's end. The Company and its affiliates filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case No. 09-11214). Joel A. Waite, Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt & Taylor, serves as bankruptcy counsel to the Debtors. Davis Polk & Wardwell is special tax counsel and Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor. Garden City Group, Inc., has been engaged as claims agent. Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, serves as counsel to the official committee of unsecured creditors. When it filed for bankruptcy protection from its creditors, Aventine Renewable listed between $100 million and $500 million each in assets and debts. CAPE FEAR: Files July and August Operating Reports -------------------------------------------------- Cape Fear Bank Corporation filed win the U.S. Bankruptcy Court for the Eastern District of North Carolina on September 1, 2009, the Company's monthly report covering the period from June 23, 2009, through July 31, 2009. On September 21, 2009, the Company filed with the Bankruptcy Court the Company's monthly operating report for August 2009. Cape Fear reported a net loss of $871 for the month ending July 31, 2009. At July 31, 2009, the Company had $1,163,165 in total assets and $10,484,699 in total liabilities. The Company ended July with $415,176 in cash. A full-text copy of the July report is available at no charge at: http://researcharchives.com/t/s?47b9 Cape Fear repored a net loss of $13,692 for the month ending August 31, 2009. At August 31, 2009, the Company had $1,149,473 in total assets and $10,484,699 in total liabilities. The Company ended July with $401,484 in cash. A full-text copy of the Company's August report is available at no charge at http://researcharchives.com/t/s?47ba The Company's plan of liquidation, which was filed simultaneously with the Company's initial Chapter 11 filing with Bankruptcy Court on June 23, 2009, is still pending final approval by the Company's creditors and the Bankruptcy Court. About Cape Fear Bank Based in Raleigh, North Carolina, Cape Fear Bank Corporation, fdba Bank of Wilmington Corporation, filed for Chapter 11 bankruptcy protection on June 23, 2009 (Bankr. E.D.N.C. Case No. 09-05179). Judge J. Rich Leonard presides over the case. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as the Debtor's counsel. In its petition, the Debtor disclosed $473,852 in total assets and $10,560,000 in total debts As reported by the Troubled Company Reporter on April 13, Cape Fear Bank was closed April 10 by the North Carolina Office of Commissioner of Banks, which then appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with First Federal Savings and Loan Association of Charleston, Charleston, South Carolina, to assume all of the deposits of Cape Fear Bank. Cape Fear intends to liquidate and distribute all of its assets to its creditors pro rata, under the supervision of the Bankruptcy Court, through a Plan of Liquidation filed simultaneously with its bankruptcy case. Cape Fear Bank Corp.'s primary asset consisted of its stock in Cape Fear Bank, which was lost after the FDIC was appointed as the receiver for the bank. As of March 31, 2009, Cape Fear Bank had total assets of approximately $492 million and total deposits of $403 million. In addition to assuming all of the deposits of the failed bank, First First Federal agreed to purchase approximately $468 million in assets. The FDIC retained the remaining assets for later disposition. CDX GAS: Posts $38.5 Million Net Loss in July --------------------------------------------- On September 29, 2009, CDX Gas LLC filed a monthly operating report for the month ended July 31, 2009, with the U.S. Bankruptcy Court for the Southern District of Texas. For the month, the Debtor reported a net loss of $38.5 million on revenues of $3.5 million. Results for July include a loss on sale of assets of $36.5 million. At July 31, 2009, the Debtor had $794.5 million in total assets, $777.0 million in total liabilities, and $17.5 million in total owner's equity. A full-text copy of the Debtor's July operating report is available at http://bankrupt.com/misc/cdxgas.julymor.pdf Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/-- is an independent gas company that explores, develops, and produces onshore North American unconventional natural gas resources located in coal, shale, and tight gas sandstone formations. The Company and 19 of its affiliates filed for Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead Case No. 08-37922). CDX Rio, LLC, an entity in which CDX Gas indirectly owns a 90% membership interest, and Arkoma Gathering, LLC, an entity in which CDX Gas owns a 75% membership interest, filed for Chapter 11 protection on April 1, 2009. In its schedules, CDX listed total assets of $996,308,606 and total debts of $831,259,526. Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq., and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the Debtors in their restructuring efforts. Gardere Wynne Sewell LLP, serves as conflicts counsel. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Debtors also hired Ryder Scott Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as special title examination counsel; Fish & Richardson LLP as Special Intellectual Property Counsel; Deloitte Tax LLP as Tax Consultants; and Jefferies & Company, Inc., as valuation experts. On January 7, 2009, the Office of the United States Trustee informed the Court of its inability to solicit sufficient interest from creditors to form an official committee of unsecured creditors. CMR MORTGAGE II: Posts $2,701,196 Net Loss in September ------------------------------------------------------- CMR Mortgage Fund II, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California on October 21, 2009, its monthly operating report for the month ended September 30, 2009. The Company reported a net loss of $2,701,196 on total revenues of $76,921 for the month of September 2009. At September 30, the Debtor had total assets of $71,423,352, total liabilities of $36,244,515 and total equity of $35,178,837. A full-text copy of the Debtor's monthly operating report for September 2009 is available at: http://researcharchives.com/t/s?47a4 San Francisco, California-based CMR Mortgage Fund II, LLC, is a limited liability company organized for the purpose of making or investing in business loans secured by deeds of trust or mortgages on real properties located primarily in California. The Company previously funded lending activities through loan pay downs or pay offs, as well as by selling its membership interests, and by selling all or a portion of interests in the loans to individual investors. The Company commenced operations in February 2004. The Company ceased accepting new members in the third quarter of 2006. The Company and CMR Mortgage Fund III, LLC filed for Chapter 11 protection on March 31, 2009 (Bankr. N. D. Calif. Case No. 09-30788 and 09-30802). Robert G. Harris, Esq., at the Law Offices of Binder and Malter, represents the Debtor as counsel. The Debtor listed between $10 million and $50 million each in assets and debts. CRUSADER ENERGY: Reports $3 Million September Gross Profit ---------------------------------------------------------- According to Bill Rochelle at Bloomberg, Crusader Energy Group Inc. reported a $3 million gross profit in September on revenue of $4.5 million. The $71.7 million net loss for the month includes a $71.4 million charge for depreciation and depletion. An auction on Nov. 13 will determine whether SandRidge Energy Inc. has the best offer to purchase the reorganized company's stock and finance the Chapter 11 plan. Other bids are due Nov. 6. On September 22, 2009, Crusader entered into an agreement with SandRidge Energy, Inc., pursuant to which SandRidge Energy has agreed to purchase all shares of common stock of Crusader that will be issued upon the effectiveness of the reorganization of Crusader and its wholly-owned subsidiaries under Chapter 11 of the Bankruptcy Code. SandRidge is offering $241 million, including $175 million in its own stock valued at $13.45 a share. Under the Plan, Crusader's $28.5 million in first-lien debt will be paid in full. Second-lien lenders will receive SandRidge stock and warrants. Unsecured creditors will split $8.75 million cash or 32.5 percent of their claims, whichever is less. About Crusader Energy Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. (Pink Sheets: CKGRQ) -- http://www.ir.crusaderenergy.com/-- explores, develops and acquires oil and gas properties, primarily in the Anadarko Basin, Williston Basin, Permian Basin, and Fort Worth Basin in the United States. It has working interests in more than 1,000 wells. Crusader Energy and its affiliates filed for Chapter 11 protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31797). The Debtors' financial condition as of September 30, 2008, showed total assets of $749,978,331 and total debts of $325,839,980. Beth Lloyd, Esq., Richard H. London, Esq., and William Louis Wallander, Esq., at Vinson & Elkins, L.L.P., represent the Debtors as counsel. Jefferies & Company, Inc. acts as financial adviser to Crusader in its Chapter 11 reorganization. BMC Group Inc. is claims and notice agent. Holland N. Oneil, Esq., Michael S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere, Wynne & Sewell, represent the official committee of unsecured creditors. EDDIE BAUER: Earns $321,190 in August 30 - October 3 Period ----------------------------------------------------------- On October 20, 2009, EBHI Holdings, Inc., formerly known as Eddie Bauer Holdings, Inc., and certain other debtor-in-possession subsidiaries filed unaudited monthly operating reports for the period beginning on August 30, 2009, and ending on October 3, 2009, with the U.S. Bankruptcy Court for the District of Delaware. For the period, EBHI Holdings reported net income of $321,190. At October 3, 2009, EBHI Holdings, Inc., had $220,498,964 in total assets, $76,260,778 in total liabilities, and $144,238,186 in net owner equity. Intercompany receivables from affiliates accounted for $193,508,630 of EBHI's assets. A full-text copy of the Debtors' monthly operating reports for the period is available for free at: http://researcharchives.com/t/s?47b6 Established in 1920 in Seattle, Washington, Eddie Bauer is a specialty retailer that sells outerwear, apparel and accessories for the active outdoor lifestyle. The Eddie Bauer brand is a nationally recognized brand that stands for high quality, innovation, style and customer service. Eddie Bauer products are available at 371 stores throughout the United States and Canada, through catalog sales and online at http://www.eddiebauer.com/ Eddie Bauer participates in a joint venture in Japan and has licensing agreements across a variety of product categories. Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc. Eddie Bauer Inc. emerged from Spiegel's 2003 Chapter 11 case as a separate, reorganized entity under the control and ownership of Eddie Bauer Holdings, Inc. Eddie Bauer Holdings, Inc., and eight affiliates filed for bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No. 09-12099). Judge Mary F. Walrath presides over the case. David S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the Debtors' general counsel. Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as local counsel. The Debtors' restructuring advisors are Alvarez and Marsal North America LLC. Their financial advisors are Peter J. Solomon Company. Kurtzman Carson Consultants LLC acts as claims and notice agent. As of April 4, 2009, Eddie Bauer had $525,224,000 in total assets and $448,907,000 in total liabilities. Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed for protection from their creditors in Canada on June 17, 2009, the same day the U.S. Debtors filed for protection from their creditors. The Canadian Debtors have obtained an initial order of the Canadian Court staying the proceedings against the Canadian Debtors and their property in Canada. RSM Richter Inc. was appointed as monitor in the Canadian proceedings. On August 4, 2009, Golden Gate Capital closed a deal to acquire Eddie Bauer Holdings for $286 million. Golden Gate will maintain the substantial majority of Eddie Bauer's stores and employees in a newly formed going concern company. Golden Gate beat an affiliate of CCMP Capital Advisors, LLC, at the auction. The CCMP unit's $202 million cash offer served as stalking horse bid. Golden Gate Capital -- http://www.goldengatecap.com/-- is a San Francisco-based private equity investment firm with roughly $9 billion of assets under management. EXTENDED STAY: Records $26.69 Mil. Loss for September ----------------------------------------------------- Extended Stay Inc., et al. Combined balance Sheet As of September 30, 2009 ASSETS Current assets Cash and cash equivalents, unrestricted $2,797,000 Debtor in possession cash account 74,331,000 Cash management account, including deposits in transit 14,427,000 Accounts receivable-net of allowance for doubtful accounts 17,442,000 Restricted cash, escrows and reserves - Other current assets 28,600,000 Investment in derivative instruments, at fair value 1,000 Due from insiders - non-debtor affiliates - -------------- Total current assets 137,598,000 Property and equipment, net of accumulated depreciation 6,447,002,000 Land available for sale 2,000,000 Deferred financing costs, net of accumulated amortization 17,073,000 Trademarks 15,000 License of trademarks, net of accumulated amortization 9,923,000 Under market trademark licenses, net of accumulated amortization 13,772,000 Intangible assets, net of accumulated amortization 17,223,000 Other assets 17,060,000 -------------- Total assets $6,676,651,000 ============== LIABILITIES AND SHAREHOLDERS/MEMBERS' (DEFICIT) EQUITY Liabilities not subject to compromise Current liabilities Accounts payable 234,000 Accrued occupancy taxes payable 4,316,000 Accrued state franchise/income tax 1,758,000 Accrued sales and use taxes payable 5,978,000 Accrued property & gen liability insurance reserve 5,864,000 Accrued utilities 5,376,000 Other property accruals 906,000 Deferred revenue 10,657,000 General and administrative accruals 1,551,000 Accrued professional fees 8,669,000 Accrued real estate taxes 35,453,000 Accrued interest payable 9,309,000 Advance from insider, including accrued interest of $1,400 at September 30, 2009 7,900,000 Due to insiders - non-debtor affiliates 32,642,000 -------------- Total current liabilities 130,613,000 Other liabilities 4,725,000 -------------- Total liabilities not subject to compromise 135,338,000 Liabilities subject to compromise Accounts payable 599,000 Accrued interest payable 9,577,000 Mortgages payable 4,108,349,000 Mezzanine loans 3,295,456,000 Subordinated notes, net of discount 7,408,000 -------------- Total liabilities subject to compromise 7,421,389,000 Shareholders'/Members' (deficit) equity Additional paid in capital 573,141,000 Retained deficit - pre-petition (1,369,013,000) Retained deficit - post-petition (84,204,000) -------------- Total shareholders/members' (deficit) equity (880,076,000) -------------- Total liabilities and shareholders/members' (deficit equity) $6,676,651,000 ============== Extended Stay Inc., et al. Combined Statement of Operations For the period September 1 to 30, 2009 Revenues Room revenues $66,045,000 Other property revenues 1,402,000 -------------- Total revenues 67,447,000 Operating expenses Property operating expenses 35,851,000 Corporate operating expenses 1,756,000 Officer/Insider Compensation - Trademark license fees expense 72,000 Management fees and G&A reimbursement expense 5,170,000 Depreciation and amortization 31,001,000 -------------- Total operating expenses 73,850,000 Other income - -------------- Operating income (6,403,000) Interest expense (17,986,000) Loss on investments in debt securities & interest rate caps - Interest income 1,000 -------------- Net loss before reorganization items (24,388,000) Reorganization items Professional fees 2,255,000 U.S. Trustee quarterly fees 44,000 Interest earned on accumulated cash from Chapter 11 - -------------- Total reorganization items 2,299,000 -------------- Net loss ($26,687,000) ============== The Debtors listed $74.4 million in total cash receipts and $72 million in total disbursements for September 2009. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. For the year ending December 31, 2008, Extended Stay's audited financial statements show consolidated assets (including nondebtor affiliates) totaling approximately $7.1 billion and consolidated liabilities totaling approximately $7.6 billion. Consolidated revenues for the 12 months ending December 31, 2008 were approximately $1 billion. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FLEETWOOD ENTERPRISES: Files August-September Operating Report -------------------------------------------------------------- Fleetwood Enterprises, Inc., on October 20, 2009, filed its monthly operating report for the period beginning on August 24, 2009, through September 20, 2009, with the United States Trustee for the Central District of California, Riverside Division. Fleetwood posted a net loss of $8,730,257 on net sales of $733,886 in the August-September period. As of September 20, 2009, the Company had total assets of $186,687,000 and total liabilities of $354,583,000. The balance sheet includes non-debtors. The most significant is Gibraltar the captive insurance company with assets of $25.2 million and liabilities of $22.9 million. As of September 20, 2009, Fleetwood Enterprises had $65,766,058 in cash: Balance as of August 23, 2009 $75,507,475 Receipts $2,605,993 Disbursements $12,347,410 Balance as of September 20, 2009 $65,766,058 A full-text copy of the August-September month operating report rt is available at no charge at http://researcharchives.com/t/s?47b0 Based in Riverside, California, Fleetwood Enterprises, Inc., together with 19 of affiliates, filed for Chapter 11 protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher LLP, represent the Debtors in their restructuring efforts. FTI Consulting Inc. is the financial advisors to the Debtors. The Debtors tapped Greenhill & Co.. LLC as its investment banker. Fleetwood was authorized in June to sell its recreational vehicle business for $53 million to private-equity investor American Industrial Partners. FLYING J: Reports Net Income4 of $2.2 Million in August ------------------------------------------------------- Flying J Inc. reported net income of $2.2 million on sales of $208.5 million for the month ended August 31, 2009. Loss from operations was $5.4 million, which includes $2.1 million in other professional fees incurred during the month. Results for August include a $12.2 million gain from investment in affiliated companies. At August 31, 2009, Flying J had $1.28 billion in total assets, $765.4 million in total liabilities, and $514.7 million in total shareholders' equity. The Company ended the period with $47,390,000 in cash. A full-text copy of Flying J's monthly operating report for August 2009, is available at: http://bankrupt.com/misc/flyingj.augustmor.pdf Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/-- is among the 20 largest private companies in America, with 2007 sales exceeding $16 billion. The fully integrated oil company employs approximately 14,700 people in the U.S. and Canada through its interstate operations, transportation, refining and supply, exploration and production, as well as its financial services and communications, divisions. Flying J and six of its affiliates filed for bankruptcy on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Flying J sought Chapter 11 protections after a precipitous drop in oil prices and disruption in the credit markets brought to bear significant short-term pressure on the company's liquidity position. Attorneys at Kirkland & Ellis LLP represent the Debtors as counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors' Delaware Counsel. Blackstone Advisory Services L.P. is the Debtors' investment banker and financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims and balloting agent. In its formal schedules submitted to the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and debts of $640,958,656. An official committee of unsecured creditors has been appointed in the case. Pachulski Stang Ziehl & Jones LLP has been tapped as counsel for the creditors' panel. FONTAINEBLEAU LV: Zero Business Activity for September ------------------------------------------------------ Fontainebleau Las Vegas Holdings, LLC delivered to the Court on October 20, 2009, a copy of their Monthly Operating Report for the period September 1 to 30, 2009. However, since the Debtor has no business activity, the report contains zero figures for all financial reports. A full-text copy of the Debtor's September Monthly Operating Report may be accessed for free at: http://bankrupt.com/misc/FB_MOR_Sept30.pdf About Fontainebleau Las Vegas Fontainebleau Las Vegas Holdings, LLC -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Judge A. Jay Cristol presides over the Debtors' cases. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtors in their restructuring efforts. The Debtors' Financial Advisor are Moelis & Company LLC and Citadel Derivatives Group LLC. The Debtors' Special Litigation Counsel is David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors' Claims Agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GOTTSCHALKS INC: Posts $603,000 Loss in Period Ended October 3 -------------------------------------------------------------- On October 22, 2009, Gottschalks Inc. filed with the U.S. Bankruptcy Court for the District of Delaware its monthly operating report for the period August 30, 2009, to October 3, 2009. The Debtor ended the period with $13,942,000 cash. During the period, the Debtor paid $965,016 in professional fees and reimbursed $37,681 in professional expenses. Total professional fees paid to date amount to $7,263,625. Total professional expenses reimbursed to date amount to $259,531. The Company reported a net loss of $603,000 on total revenues of $21,000 for the period. At October 3, 2009, the Company had $46,246,000 in total assets and $84,934,000 in total liabilities. The September report is available at no charge at: http://researcharchives.com/t/s?47b7 Headquartered in Fresno, California, Gottschalks Inc. (Pink Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional department store chain, operating 58 department stores and three specialty apparel stores in six western states. Gottschalks offers better to moderate brand-name fashion apparel, cosmetics, shoes, accessories and home merchandise. The Company filed for Chapter 11 protection on January 14, 2009 (Bankr. D. Del. Case No. 09-10157). O'Melveny & Myers LLP represents the Debtor in its Chapter 11 case. Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as the Debtors' co-counsel. The Debtor selected Kurtzman Carson Consultants LLC as its claims agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an official committee of unsecured creditors. When the Debtor filed for protection from its creditors, it listed $288,438,000 in total assets and $197,072,000 in total debts. LANDAMERICA FINANCIAL: Earns $12,533,000 in August -------------------------------------------------- LandAmerica Financial Group, Inc., et al., on October 21, 2009, filed a monthly operating report for the period from August 1, 2009, to August 31, 2009, with the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division. LandAmerica Financial Group reported net income of $12,533,000 on total revenue of $17,245,000 in August 2009. Cumulative filing to date net loss was $788,199,000 on total revenue of $24,441,000. At August 31, 2009, LandAmerica Financial Group had $1,206,113,000 in total assets, $500,345,000 in total liabilities and $705,768,000 in total shareholders' equity. LandAmerica Financial Group paid $4,917,326 in bankruptcy professional fees in August 2009. The Debtor has paid $24,767,333 in professional fees to date. A full-text copy of LFG's monthly operating report is available at no charge at http://researcharchives.com/t/s?47b4 About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LEXINGTON PRECISON: Posts $219,000 Net Loss in August ----------------------------------------------------- On September 25, 2009, Lexington Precision Corp. and Lexington Rubber Group, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York their monthly operating report for the month of August 2009. The Debtors reported a net loss of $219,000 on net sales of $6,106,000 for the month ended August 31 2009. At August 31, 2009, the Debtors had total assets of $48,518,000 and total liabilities of $102,607,000. A full-text copy of the Debtor's monthly operating report for the month of August 2009, is available for free at: http://bankrupt.com/misc/lexington.augustmor.pdf About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight-tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of February 29, 2008, the Company employed about 651 regular and 22 temporary personnel. The Company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Christopher J. Marcus, Esq., and Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Systems - Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed six creditors to serve on an official committee of unsecured creditors. Paul N. Silverstein, Esq., and Jonathan Levine, Esq., at Andrews Kurth LLP, represent the Committee as counsel. On June 30, 2008, the Debtors filed with the Bankruptcy Court a plan of reorganization. It was amended twice, the latest amendment dated December 8, 2008. The Debtors currently plan to complete the liquidation of their connector-seal business before seeking approval of the Amended Plan. LTV CORP: Ends September with $10,492,000 Cash Balance ------------------------------------------------------ The LTV Corporation and 48 of its wholly owned subsidiaries filed with the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division, their operating report for the period ended September 30, 2009. LTV ended the period with a $10,492,000 cash balance. LTV reported $1,000 in receipts and $179,000 in disbursements in September, including $136,000 paid to Chapter 11 professionals. A full-text copy of LTV's September operating report is available at no charge at http://researcharchives.com/t/s?47a5 Headquartered in Cleveland, Ohio, The LTV Corp. is a manufacturer with interests in steel and steel-related businesses, employing some 17,650 workers and operating 53 plants in Europe and the Americas. The Company filed for chapter 11 protection on December 29, 2000 (Bankr. N.D. Ohio, Case No. 00-43866). On August 31, 2001, the company listed $4,853,100,000 in assets and $4,823,200,000 in liabilities. MERUELO MADDUX: Posts $1,943,048 Net Loss in September ------------------------------------------------------ Meruelo Maddux Properties, Inc., and 53 of its direct and indirect subsidiaries and affiliates on October 15, 2009, filed their unaudited condensed combined debtors-in-possession financial statements included in the monthly operating report for the one month ended September 30, 2009, with the United States Bankruptcy Court for the Central District of California, San Fernando Valley Division. The Debtors posted a net loss of $1,943,048 on total revenue of $2,057,390 for the month of September. As of September 30, 2009, the Debtors had $539,319,743 in total assets, $315,126,888 in total liabilities, and $224,192,855 in total stockholders' equity. A full-text copy of the September monthly operating report is available at no charge at http://researcharchives.com/t/s?47a3 Based in Los Angeles, California, Meruelo Maddux Properties, Inc. -- http://www.meruelomaddux.com/-- together with its affiliates, engage in residential, commercial and industrial development. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356). Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the Debtors in their restructuring efforts. Peter C. Anderson, the United States Trustee for Region 16, appointed five creditors to serve on the Creditors Committee. Asa S. Hami, Esq., Tamar Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A Professional Corporation, represent the Creditors Committee as counsel. The Debtors' financial condition as of December 31, 2008, showed estimated assets of $681,769,000 and estimated debts of $342,022,000. METROMEDIA INT'L: Posts $1.9 Million Net Loss in September ---------------------------------------------------------- MIG, Inc., reported a net loss of $1.9 million on net revenue of $16,721 for the month ended September 30, 2009. Professional fees incurred in September and included in reorganization items totaled $1.6 million. At September 30,2009, MIG had $1.03 billion in total assets, $203.6 million in total liabilities, and $828.4 million in total equity. The Company ended September with $47.5 million in cash. A full-text copy of the September report is available at no charge at http://bankrupt.com/misc/metromedia.septembermor.pdf Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM, MTRMP) -- http://www.metromedia-group.com/-- through its wholly owned subsidiaries, owns interests in several communications businesses in the country of Georgia. The Company's core businesses include Magticom Ltd., a mobile telephony operator located in Tbilisi, Georgia, Telecom Georgia, a long distance telephony operator, and Telenet, which provides Internet access, data communications, voice telephony and international access services. MIG, Inc., fka Metromedia International Group, Inc., filed for Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del. Case No. 09-12118.) Scott D. Cousins, Esq., at Greenberg Traurig LLP assists the Company in its restructuring efforts. Debevoise & Plimpton LLP is the Company's special corporate counsel, while Potter Anderson & Corroon LLP is the Company's special litigation counsel. The official committee of unsecured creditors of MIG, Inc., has retained Baker & McKenzie LLP as its bankruptcy counsel, nunc pro tunc to June 30, 2009. In its petition, the Company said it had $100 million to $500 million in assets and $100 million to $500 million in debts. In its formal schedules, the Company said it had assets of $54,820,681 against debts of $210,183,657. NEUMANN HOMES: Has $2.03 Million Cash at End of September --------------------------------------------------------- Neumann Homes Inc., et al. Receipts and Disbursements Month Ended September 30, 2009 Beginning Balance in All Accounts Neumann Citibank Operating Account 359,824 Neumann Citibank - Customer Earnest Money Acct 15 Neumann Citibank - Funding/DIP Acct - Neumann Petty Cash Account 1,673 Neumann Citibank - Worker Camp Escrow - Neumann Cmbank DIP Funding - Professional Acct - Neumann Citibank�Clublands Antioch Clubhouse 14 -------------- 361,527 Restricted - Neumann Citibank - Glen at Lakemoor EM Acct 1,232 Restricted - IndyMac Escrow Acct - NeuVillage 125,609 Restricted - Chicago Title Escrow Acct - Closed Homes 224,435 Restricted - Chicago Title Escrow Acct - Lender Funded 1,377,147 Restricted - NHI KERP Account 14,896 Restricted - Land Title Guarantee Escrow - -------------- 1,743,320 -------------- 2,104,848 Receipts: Operating Acct 17,026 Customer Earnest Money Acct-Ckg - Customer Earnest Money Acct-MM - Funding/DIP Account - Neumann Petty Cash Account - Glen at Lakemoor EM acct 0 Clublands Antioch Clubhouse acct - DIP Funding - Professional Acct - Restricted Escrow held by CTT-Lender Funding - IndyMac Escrow for L/C-Leona's NeuVillage - Restricted Escrow held by CTT-(closings) - NHI Worker Comp Escrow - NHI KERP Account - Other Receipts - Employee Health Plan Contribution - -------------- 17,026 Disbursements: Net Payroll: Officers - Others (9,514) -------------- (9,514) Taxes: Federal Income Tax Withholding (1,146) FICA/Medicare With holdings EE (908) Employer's FICA/Medicare ER (908) Federal Unemployment Taxes ER - State Income Tax Withholding (306) State Unemployment Taxes ER - -------------- (3,269) Necessary expenses: Rent or mortgage payment(s) (7,236) Utilities & phones (672) Insurance - Merchandise/services bought for manufacture or sale - Other: Payroll Services (565) Benefit Related including flex spending - Miscellaneous - Expense Reimbursement (1,135) Postage, shipping, copying (90) Other - Transfer - Supplies & Storage & Misc. - Temporary Labor - Consulting services (39,682) US Trustee Fees - Legal- Professional Fees - Professional tax service fees (27,387) Filing Fees, Extension Fees - Payroll tax adjustment - -------------- (76,770) Total Disbursements: (89,553) Net Receipts (Disbursements) for the Current Period (72,527) -------------- Ending Balance in all Accounts $2,032,321 ============== About Neumann Homes Headquartered in Warrenville, Illinois, Neumann Homes Inc. -- http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West US. The company is active in the Chicago area, southeastern Wisconsin, Colorado, and Michigan. The Company has built more than 11,000 homes in some 150 residential communities. The Company offers formal business training to employees through classes, seminars, and computer- based training. The Company filed for Chapter 11 protection on November 1, 2007 (Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the Debtors to represent them in these cases. The Official Committee of Unsecured Creditors has selected Paul, Hastings, Janofsky & Walker LLP, as its counsel in these bankruptcy proceeding. When the Debtors filed for protection from its creditors, they listed assets and debts of more than $100 million. (Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000) PFF BANCORP: Posts $121,334 Net Loss in September ------------------------------------------------- On October 16, 2009, PFF Bancorp, Inc. and Glencrest Investment Advisors, Inc., Glencrest Insurance Services, Inc., Diversified Builder Services, Inc., and PFF Real Estate Services, Inc., filed their monthly operating reports for the period September 1, 2009, to September 30, 2009, with the United States Bankruptcy Court for the District of Delaware. PFF Bancorp reported a net loss of $121,334 for the month of September 2009. Net Loss for December 5, 2008, to September 30, 2009, was $144,232,694. Net loss for December 5, 2008, to September 30, 2009, includes a Charge Off Invest in PFF B&T of $142,517,693. At September 30, 2009, PFF Bancorp had total assets of $15,843,707 and total liabilities of $117,430,056. A full-text copy of the Debtors' September operating report is available for free at http://researcharchives.com/t/s?47b1 PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non- diversified unitary savings and loan holding company within the meaning of the Home Owners' Loan Act with headquarters formerly located in Rancho Cucamonga, California. Bancorp is the direct parent of each of the remaining Debtors. Prior to filing for bankruptcy, Bancorp was also the direct parent of PFF Bank & Trust, a federally chartered savings institution, and said bank's subsidiaries. PFF Bancorp Inc. and its affiliates sought Chapter 11 protection on December 5, 2008 (Bankr. D. Del. Case No. 08-13127 to 08- 13131). Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants LLC serves as the Debtors' claims agent. Jason W. Salib, Esq., at Blank Rome LLP, represents the official committee of unsecured creditors as counsel. PILGRIM'S PRIDE: Has $11.8 Mil. Profit for September ---------------------------------------------------- Pilgrim's Pride Corporation Balance Sheet As of September 26, 2009 ASSETS Unrestricted Cash $192,556,513 Restricted 0 Total Cash 192,556,513 Accounts receivable - net 288,541,089 Intercompany accounts receivable 191,537,031 Inventory 693,003,071 Notes receivable 0 Prepaid expenses 12,729,008 -------------- Total current assets 1,378,366,712 Property, plant and equipment Other assets 1,307,869,134 Less: Accumulated depreciation 796,986,635 -------------- Net Property, Plant & Equipment 510,882,499 Other assets 1,210,300,357 -------------- Total assets $3,099,549,568 ============== LIABILITIES Postpetition Liabilities: Accrued expenses $- Taxes payable 21,451,101 Notes payable (DIP Financing) 0 Professional fees (accrued est) 10,985,500 Secured debt (accrued int) 32,704,704 Others 150,721,884 -------------- Total postpetition liabilities 215,863,189 Prepetition liabilities: Secured debt 1,345,334,194 Priority debt 283,775 Unsecured debt 827,799,323 Other 625,464,204 -------------- Total prepetition liabilities 2,798,881,496 Total Liabilities 3,014,744,684 Equity: Prepetition owners' equity 531,456,712 Postpetition cumulative profit (loss) (18,456,430) Direct charges to equity (428,195,398) -------------- Total Equity 84,804,884 Total Liabilities & owners' equity $3,099,549,568 ============== Pilgrim's Pride Corporation Income Statement For the Month Ended September 26, 2009 Revenues: Gross Revenue $632,324,733 Less: Returns and discounts 1,575,895 ------------- Net Revenue 630,748,837 Cost of Goods Sold: Cost of goods sold 572,664,758 ------------- Total cost of goods sold 572,664,758 Gross profit 58,084,079 Operating Expenses: Officer/insider compensation 642,797 General & administrative 7,907,331 Other 2,272,359 ------------- Total operating expenses 10,822,487 Income before non-operating income & expense 47,261,592 Other Income & Expenses: Financing expenses 14,016,803 Other 1,216,549 Reorganization Expenses: Professional fees (8,297,443) U.S. Trustee fees 0 Other reorganization items 28,501,131 ------------- Total reorganization expenses 20,203,688 Income tax 12,005 ------------- Net Profit (Loss) $11,812,547 ============= Pilgrim's Pride Corporation Cash Receipts & Disbursements For the Month Ended September 26, 2009 Cash - Beginning of month $120,923,361 Cash sales 0 Collection of Accounts Receivable: Total operating receipts 628,981,224 Non-Operating Receipts: Loans & advances 0 Others 11,219,945 ------------ Total Non-operating receipts 11,219,945 Total receipts $640,201,169 Total Cash Available 761,124,530 Operating Disbursement: Customer programs 7,149,625 Growing and feeding 250,010,079 Contractors, repair and maintenance 18,587,961 Fleet and freight 33,377,432 General insurance 3,433,696 Leases/rentals 7,328,460 Meat/food 17,189,816 Packaging/ingredients 47,504,823 Gross payroll $120,720,927 Utilities 18,019,577 Other 34,465,602 Capital expenditure 9,769,226 ------------ Total Operating Disbursements 567,557,224 Reorganization Expenses: Professional fees 3,331,060 U.S. Trustee fees 0 Other reorganization 2,073,537 ------------ Total reorganization expenses 5,404,597 Total disbursements 572,961,821 ------------ Net cash flow 67,239,348 Changes in cash management obligations 13,798,282 Cash - End of Month $201,960,991 ============ About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PROLIANCE INTERNATIONAL: Post $73.3 Million Net Loss in August -------------------------------------------------------------- On October 15, 2009, Proliance International, Inc., filed its monthly operating report for the period ended August 31, 2009. The Company reported a net loss of $73.3 million on total net sales of $3.2 million for the month of August. The net loss for August includes a $68.0 million loss on sale of assets. At August 31, 2009, the Company had $55.7 million in total assets and $103.8 million in total liabilities. A full-text copy of the Company's August report is available for free at http://bankrupt.com/misc/proliance.augustmor.pdf Based in New Haven, Connecticut, Proliance International, Inc. -- http://www.pliii.com/-- aka Godan makes automobile parts. The Company and its affiliates filed for Chapter 11 on July 2, 2009 (Bankr. D. Del. Lead Case No. 09-12278). Christopher M. Samis, Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger PA, represent the Debtors in their restructuring efforts. The Debtors' financial condition as of June 22, 2009, showed total assets of $160.3 million and total debts of $133.5 million. The sale of Proliance's North American assets to Centrum Equities XV, LLC, was consummated under the provisions of Section 363 of the Bankruptcy Code on August 14, 2009. RATHGIBSON INC: Sept. Loss $7 Million, Sales $17.3 Million ---------------------------------------------------------- According to Bill Rochelle at Bloomberg News, RathGibson Inc. reported a $7 million net loss in September on net sales of $17.3 million. The operating loss for the month was $3.8 million. Tax expense, interest, and depreciation aggregated $4.8 million. The company was scheduled for an Oct. 16 confirmation hearing on the reorganization plan negotiated before the Chapter 11 filing. According to Mr. Rochelle, the confirmation hearing was called off, with a new date to be selected in the future. Prior to filing, RathGibson and subsidiary Greenville Tube Company entered into a Plan Support Agreement, dated as of July 13, 2009, with holders of in excess of 73% of its 11.25% Senior Notes due 2014. Pursuant to the Plan, RathGibson's existing indebtedness in respect of Senior Notes Claims in Class 4 -- estimated at $209.2 million -- and Senior Note Guaranty Claims in Class 8 will be cancelled and exchanged for New Common Stock in Reorganized RathGibson, subject to dilution. The Plan provides a 7% recovery for Senior Notes Claims and Senior Note Guaranty Claims. A full-text copy of the Joint Plan is available at no charge at: http://ResearchArchives.com/t/s?3f58 A full-text copy of the Disclosure Statement is available at no charge at http://ResearchArchives.com/t/s?3f57 About RathGibson Inc. Based in Lincolnshire, Illinois, RathGibson Inc. -- http://www.RathGibson.com/, http://www.GreenvilleTube.com/and http://www.ControlLine.com/-- is a worldwide manufacturer of highly engineered stainless steel, nickel, and titanium tubing for diverse industries such as chemical, petrochemical, energy -- power generation, energy -- oil and gas, food, beverage, pharmaceutical, biopharmaceutical, medical, biotechnology, and general commercial. Manufacturing locations include: Janesville, Wisconsin, North Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and Marrero, Louisiana (Mid-South Control Line). In addition to the sales offices in Janesville, North Branch, and Marrero, RathGibson has also strategically placed sales offices in Houston, Texas, USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia; Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna, Austria; and Buenos Aires, Argentina. RathGibson, Inc., together with three affiliates, filed for Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452). Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr & Gallagher LLP serve as co-counsel. Jefferies & Company Inc. and Mesirow Financial Consulting LLC have been hired as financial advisors. Kelley Drye & Warren LLP serves as special corporate counsel. Garden City Group is claims and notice agent. The petition says that Rathgibson has assets and debts of $100 million to $500 million. Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T. Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington Trust FSB, as administrative agent, and an ad hoc committee of certain holders of Senior Notes. Attorneys at Richards, Layton & Finger P.A., also represent the ad hoc noteholders committee. RATHGIBSON INC: Posts $7 Million Net Loss in September ------------------------------------------------------ Rathgibson Inc., et al., reported a net loss of $7.0 million on net sales of $17.2 million for the month of September 2009. Gross profit was $771,202 and operating loss was $3.8 million. At September 30, 2009, the Debtors had $321.6 million in total assets and $491.6 million in total liabilities. A full-text copy of the Company's September report is available for free at http://bankrupt.com/misc/rathgibson.septembermor.pdf About RathGibson Inc. Based in Lincolnshire, Illinois, RathGibson Inc. -- http://www.RathGibson.com/, http://www.GreenvilleTube.com/and http://www.ControlLine.com/-- is a worldwide manufacturer of highly engineered stainless steel, nickel, and titanium tubing for diverse industries such as chemical, petrochemical, energy -- power generation, energy -- oil and gas, food, beverage, pharmaceutical, biopharmaceutical, medical, biotechnology, and general commercial. Manufacturing locations include: Janesville, Wisconsin, North Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and Marrero, Louisiana (Mid-South Control Line). In addition to the sales offices in Janesville, North Branch, and Marrero, RathGibson has also strategically placed sales offices in Houston, Texas, USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia; Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna, Austria; and Buenos Aires, Argentina. RathGibson, Inc., together with three affiliates, filed for Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452). Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr & Gallagher LLP serve as co-counsel. Jefferies & Company Inc. and Mesirow Financial Consulting LLC have been hired as financial advisors. Kelley Drye & Warren LLP serves as special corporate counsel. Garden City Group is claims and notice agent. The petition says that Rathgibson has assets and debts of $100 million to $500 million. Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T. Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington Trust FSB, as administrative agent, and an ad hoc committee of certain holders of Senior Notes. Attorneys at Richards, Layton & Finger P.A., also represent the ad hoc noteholders committee. READER'S DIGEST: Reports $10.5 Million Net Income for September --------------------------------------------------------------- The Reader's Digest Association, Inc., et al. Combined Balance Sheet As of September 30, 2009 Assets Current assets: Cash and cash equivalents $134,000,000 Accounts receivable & other receivables, net 116,600,000 Inventories 47,400,000 Intercompany receivable 29,100,000 Investment in subsidiaries, at cost 1,688,500,000 Other current assets 121,800,000 -------------- Total current assets 2,137,400,000 Property, plant and equipment, net 38,100,000 Restricted cash 1,200,000 Goodwill 410,100,000 Other intangible assets, net 158,300,000 Other noncurrent assets 196,700,000 -------------- Total assets $2,941,800,000 ============== Liabilities and stockholder's deficit Current liabilities: Short-term borrowings $100,000,000 Accounts payable 61,200,000 Accrued expenses 67,200,000 Other current liabilities 278,200,000 -------------- Total current liabilities 506,600,000 Unearned revenues 154,100,000 Postretirement and postemployment benefits other than pensions 14,600,000 Intercompany long-term 82,600,000 Other noncurrent liabilities 176,500,000 -------------- Liabilities not subject to compromise 934,400,000 Liabilities subject to compromise 2,449,100,000 -------------- Total Liabilities 3,383,500,000 Total stockholder's deficit (441,700,000) Total liabilities and stockholder's deficit -------------- $2,941,800,000 ============== The Reader's Digest Association, Inc., et al. Combined Statement of Operations Month Ended September 30, 2009 Revenues $88,400,000 Product, distribution and editorial expenses 41,500,000 Promotion, marketing and admin. expenses 38,300,000 Other operating items, net 600,000 -------------- Operating profit 8,000,000 Interest expense, including amortization 500,000 Other expense (income), net (9,800,000) -------------- Income before reorganization items, 17,300,000 income taxes and discontinued operations Reorganization items: Professional fees 6,100,000 Gains on LSTC (300,000) Compensation and retention 1,000,000 -------------- Total Reorganization items 6,800,000 -------------- Income before income taxes and 10,500,000 discontinued operations Income tax provision 900,000 -------------- Income from continuing operations 9,600,000 Income from discontinued operations, net of tax 900,000 -------------- Net Income $10,500,000 ============== The Reader's Digest Association, Inc., et al. Combined Statement of Cash Flows Month Ended September 30, 2009 Cash flows from operating activities: Net Income $10,500,000 Adjustments to reconcile net loss to operating cash flows: Income from discontinued operations, net (900,000) Depreciation and amortization 2,800,000 Amortization of debt issuance costs 1,100,000 Net loss on sale of certain assets 400,000 Changes in assets and liabilities, net: Accounts receivable, net (31,000,000) Inventories 300,000 Prepaid and deferred promotion costs (500,000) Other assets (9,400,000) Unearned revenues 21,300,000 Income taxes 2,600,000 Intercompany payables/receivables (12,600,000) Accounts payable and accrued expenses 45,900,000 Liabilities subject to compromise (4,900,000) Other liabilities (1,200,000) -------------- Net change in cash due to 24,400,000 continuing operating activities Net change in cash due to discontinued operating activities 600,000 -------------- Net change in cash due to operating activities 25,000,000 Cash flows from investing activities: Capital expenditures (100,000) -------------- Net change in cash due to investing activities (100,000) Cash flows from financing activities: - -------------- Net change in cash due to financing activities - Net change in cash and cash equivalents 24,900,000 Cash & cash equivalents at beginning of period 109,100,000 -------------- Cash & cash equivalents at end of period $134,000,000 ============== About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) REUNION INDUSTRIES: Incurs $160,000 Net Loss in August ------------------------------------------------------ Reunion Industries, Inc., posted a net loss of $160,000 on net sales $1,157,000 for the month of August 2009. The Debtor ended August with $2,024,247 cash. The Debtor paid $43,359 in professional fees in August. As of August 31, 2009, the Debtor had $18,092,000 in total assets, $9,816,000 in total liabilities, and $8,276,000 in total equity. A full-text copy of the Debtor's August 2009 monthly operating report is available for free at: http://researcharchives.com/t/s?47b5 Reunion Industries filed for Chapter 11 protection on November 26, 2007 (Bankr. D. Conn. Case No. 07-50727). Two Reunion Industries stockholders, Charles E. Bradley, Sr. Family Limited Partnership, and John Grier Poole Family Limited Partnership filed separate Chapter 11 petitions on the same day (Bankr. D. Conn. Case Nos. 07-50725 and 07-50726). Carol A. Felicetta, Esq., David M. S. Shaiken, Esq., Eric A. Henzy, Esq., at Reid and Riege, P.C.; and Derek M. Johnson, Esq., at Ruben, Johnson and Morgan, represent Reunion Industries as counsel. SHARPER IMAGE: Ends September With $5,682,588 Cash -------------------------------------------------- TSIC, Inc., formerly known as The Sharper Image Corporation, filed with the U.S. Bankruptcy Court for the District of Delaware on October 16, 2009, its monthly operating report for September 2009. TSIC ended September with $5,682,588 cash. TSIC paid $58,448 in bankruptcy professional fees and reimbursed $5,519 in professionals' expenses. TSIC posted a net loss of $50,834 during the period. As of September 30, 2009, TSIC had $10,122,355 in total assets, ($100,670,573) in total liabilities, and $90,548,218 in net owner's equity. A full-text copy of TSIC's September operating report is available at no charge at http://researcharchives.com/t/s?47a7 About The Sharper Image Headquartered in San Francisco, California, Sharper Image Corp. -- http://www.sharperimage.com/-- was a multi-channel specialty retailer. It operated in three principal selling channels: the Sharper Image specialty stores throughout the U.S., the Sharper Image catalog and the Internet. The Company has operations in Australia, Brazil and Mexico. In addition, through its Brand Licensing Division, it was also licensing the Sharper Image brand to select third parties to allow them to sell Sharper Image branded products in other channels of distribution. The Company filed for Chapter 11 protection on February 19, 2008 (Bankr. D. Del. Case No. 08-10322). Judge Kevin Gross presides over the case. Harvey R. Miller, Esq., Lori R. Fife, Esq., and Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve as the Debtor's lead counsel. Steven K. Kortanek, Esq., and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C., serve as the Debtor's local Delaware counsel. An official committee of unsecured creditors has been appointed in the case. Cooley Godward Kronish LLP is the Committee's lead bankruptcy counsel. Whiteford Taylor Preston LLC is the Committee's Delaware counsel. When the Debtor filed for bankruptcy, it listed total assets of $251,500,000 and total debts of $199,000,000. As of June 30, 2008, the Debtor listed $52,962,174 in total assets and $39,302,455 in total debts. Sharper Image sought and obtained the Court's approval to change its name to "TSIC, Inc." in relation to an Asset Purchase Agreement by the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital, LLC. SPANSION INC: Reports $886,500 Stand-Alone Loss for July -------------------------------------------------------- Spansion Executive Vice President and Chief Financial Officer Randy Furr filed on October 20, 2009, Spansion Inc.'s monthly operating report for July 2009. Mr. Furr notes that Spansion Inc., is the holding company that directly and indirectly owns Spansion LLC, the principal operating company of Spansion. It does not have any employees, nor does it conduct any business that generates any revenue. It also does not file any separate income or payroll tax returns, he says. However, Spansion Inc., is the parent company for Spansion's federal consolidated and California worldwide unitary tax returns. A full-text copy of Spansion Inc.'s June Operating Report is available for free at: http://bankrupt.com/misc/SpansionIncJulyMOR.pdf Spansion Inc. Balance Sheet As of July 26, 2009 ASSETS Unrestricted Cash & Cash Equivalents $0 Restricted Cash & Cash Equivalents 0 Accounts Receivable (net) 0 Notes Receivable 0 Inventories 0 Prepaid Expenses 0 Professional Retainers 0 Other Current Assets 14,011,929 -------------- Total current assets 14,011,929 Property and Equipment 0 Real Property & Improvements 0 Machinery and Equipment 0 Furniture, fixtures & Office Equipment 0 Leasehold Improvements 0 Vehicles 0 Less Accumulated Depreciation 0 -------------- Total Property and Equipment 0 OTHER ASSETS Loans to Insiders OTHER ASSETS 0 -------------- Total Other Assets 0 -------------- Total Assets $14,011,929 ============== LIABILITIES AND OWNER EQUITY Liabilities Not Subject to Compromise (Postpetition) Accounts Payable $0 Taxes Payable 0 Wages Payable 0 Notes Payable 0 Rent/Lease 0 Secured Debt 0 Professional Fees 0 Amounts Due to Insiders 0 Other Postpetition Liabilities 0 -------------- Total Postpetition Liabilities 0 Liabilities Subject to Compromise Prepetition Secured Debt 0 Priority Debt 0 Intercompany Payable 64,907 Unsecured Debt 0 -------------- Total Prepetition Liabilities 64,907 -------------- Total Liabilities 64,907 OWNER EQUITY Capital Stock 161,875 Additional Paid-in Capital 2,358,870,026 Partners' Capital Account 0 Owner's Equity Account 0 Retained Earnings-Prepetition (2,340,367,595) Retained Earnings-Postpetition (4,717,283) Adjustments to Owner Equity 0 Postpetition Contributions 0 -------------- Net Owner Equity 13,947,022 -------------- Total Liabilities and Owner Equity $14,011,929 ============== Spansion Inc. Statement of Operations For the Period June 29, 2009 to July 26, 2009 REVENUES Gross Revenues $0 Less: Returns & Allowances 0 ------------ Net Revenue 0 Cost of Goods Sold Add: Other costs 162,954 Gross Profit 0 Cost of Goods Sold 162,954 ------------ Gross Profit (162,954) Operating Expenses Advertising 0 Auto and Truck Expense 0 Bad Debts 0 Contributions 0 Employee Benefits Programs 0 Insider Compensation 0 Insurance 0 Management Fees/Bonuses 0 Office Expense 0 Pension & Profit-sharing Plans 0 Repairs and Maintenance 0 Rent and Lease Expense 0 Salaries/Commissions/Fees 0 Supplies 0 Taxes-Payroll 0 Taxes-Real Estate 0 Taxes-Others 0 Travel and Entertainment 0 Utilities 0 Other 723,568 ------------ Total Operating Expense Before Depreciation 723,568 Depreciation/Depletion/Amortization 0 ------------ Net Profit(loss) Before Other Income & Expenses (886,522) OTHER INCOME AND EXPENSES Other Income 0 Interest Expense 0 Other Expense 0 ------------ Net Profit(loss)Before Reorganization Items (886,522) Reorganization Items Professional Fees 0 U.S. Trustee Quarterly Fees 0 Income Taxes 0 ------------ Net Profit(loss) ($886,522) ============ About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Cerium Reports $184,100 Stand-Alone Profit for July ----------------------------------------------------------------- Spansion Executive Vice President and Chief Financial Officer Randy Furr relates that even though Cerium Laboratories LLC does not have its own employees, it conducts business that provides technical support to companies in the fields of semiconductors, alternative fuels and the nanosciences. It also does not file any separate income or payroll tax returns, he adds. A full-text copy of Cerium Laboratories' July Monthly Operating Report is available for free at: http://bankrupt.com/misc/Cerium_JulyMOR.pdf Cerium Laboratories LLC Balance Sheet As of July 26, 2009 ASSETS Unrestricted Cash & Cash Equivalents $246,409 Restricted Cash & Cash Equivalents 0 Accounts Receivable (net) 933,313 Notes Receivable 0 Inventories 0 Prepaid Expenses 76,489 Professional Retainers 0 Amount due from Intercompany 1,984,844 Other Current Assets 0 ------------ Total current assets 3,241,055 Property and Equipment Real Property & Improvements 0 Machinery and Equipment 18,887,980 Furniture, fixtures & Office Equipment 0 Leasehold Improvements 83,120 Vehicles 0 Less Accumulated Depreciation (18,250,488) ------------ Total Property and Equipment 720,612 Other Assets Loans to Insiders 0 Other Assets 0 ------------ Total Other Assets 0 ------------ Total Assets $3,961,667 ============ LIABILITIES AND OWNER EQUITY Liabilities Not Subject to Compromise Postpetition) Accounts Payable $66,016 Taxes Payable 26,454 Wages Payable 0 Accrued liabilities 0 Rent/Lease-Building/Equipment 0 Secured Debt 0 Professional Fees 0 Amounts Due to Insiders 0 Other Postpetition Liabilities 0 ------------ Total Postpetition Liabilities 92,471 Liabilities Subject to Compromise Prepetition Secured Debt 0 Priority Debt 22,608 Intercompany Payable 80,100 Unsecured Debt 483,372 ------------ Total Prepetition Liabilities 586,080 ------------ Total Liabilities 678,551 OWNER EQUITY Capital Stock 335,453 Additional Paid-in Capital 0 Partners' Capital Account 0 Owner's Equity Account 0 Retained Earnings-Prepetition 2,136,090 Retained Earnings-Postpetition 811,573 Adjustments to Owner Equity 0 Postpetition Contributions 0 ------------ Net Owner Equity 3,283,116 ------------ Total Liabilities and Owner Equity $3,961,667 ============ Cerium Laboratories LLC Statement Of Operations For The Period June 29, 2009 to July 26, 2009 REVENUES Gross Revenues $180,958 Intercompany Revenue 374,308 ------------ Net Revenue 555,266 Cost of Goods Sold Beginning Inventory 0 Add: Purchases 0 Add: Cost of Labor 0 Add: Other Costs 0 Less: Ending Inventory 0 Cost of Goods Sold 0 ------------ Gross Profit 555,266 OPERATING EXPENSES Advertising 0 Auto and Truck Expense 0 Bad Debts 0 Contributions 0 Employee Benefits Programs 34,409 Insider Compensation 0 Insurance 0 Management Fees/Bonuses 0 Office Expense 0 Pension & Profit-Sharing Plans 0 Repairs and Maintenance 54,482 Rent and Lease Expense 41,965 Salaries/Commissions/Fees 199,204 Supplies 701 Taxes-Payroll 0 Taxes-Real Estate 4,988 Taxes-Others 0 Travel and Entertainment 0 Utilities 0 Other 17,483 ------------ Total Operating Expense Before Depreciation 353,231 Depreciation/Depletion/Amortization 17,843 ------------ Net Profit(Loss) Before Other Income & Expenses 184,192 OTHER INCOME AND EXPENSES Other Income 0 Interest Expense 0 Other Expense 0 ------------ Net Profit (loss) Before Reorganization Items 184,192 Reorganization Items Professional Fees 0 U.S. Trustee Quarterly Fees 0 Interest Earned on Accumulated Cash From Chapter 0 Gain(loss) From Sale of Equipment 0 Other Reorganization Expenses 0 Total Reorganization Expenses 0 Income Taxes 0 ------------ Net Profit(loss) $184,192 ============ Cerium Laboratories LLC Schedule of Cash Receipts and Disbursements For The Period June 29, 2009 to July 26, 2009 Cash Beginning Month $188,504 Receipts Customer Receipts 106,827 Intercompany Receipts 0 Other Receipts 0 ------------ Total Receipts 106,827 Disbursements Buildings 0 Foundry & Subcon 0 Labor & Benefits 0 Material 0 Other 5,078 Outside Services 7,457 Repair & Maintenance 36,388 Capital Expenditure 0 Debt Obligations & Capital Leases 0 Taxes 0 Facility Closure Costs 0 Key Employee Incentive Plan 0 Reduction in Force 0 Restructuring Professional Fees 0 Set-off Liabilities 0 Utilities Deposit 0 Intercompany Transfers 0 ------------ Total Disbursements 48,922 Net Cash Inflow(Outflow) 57,905 ------------ Cash End of Month $246,409 ============ About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Spansion Int'l Reports $87,000 Profit for July ------------------------------------------------------------ Spansion International Inc. Balance Sheet As of July 26, 2009 ASSETS Unrestricted Cash & Cash Equivalents $584,574 Restricted Cash & Cash Equivalents 9,740 Accounts Receivable (net) 0 Notes Receivable 0 Inventories 0 Prepaid Expenses 149,399 Professional Retainers 0 Other Current Assets 7,891,357 ------------ Total current assets 8,635,070 Property and Equipment Real Property & Improvements 2,503,051 Machinery and Equipment 972,480 Furniture, fixtures & Office Equipment 286,506 Leasehold Improvements 0 Vehicles 0 Less Accumulated Depreciation (1,350,654) ------------ Total Property and Equipment 2,411,383 Other Assets Loans to Insiders 0 Other Assets 641,274 ------------ Total Other Assets 641,274 ------------ Total Assets $11,687,727 ============ LIABILITIES AND OWNER EQUITY Liabilities Not Subject to Compromise Postpetition Accounts Payable $151,613 Taxes Payable 129,616 Wages Payable 1,540,975 Accrued liabilities 710,889 Rent/Lease-Building/Equipment 0 Secured Debt 0 Professional Fees 0 Amounts Due to Insiders 0 Other Postpetition Liabilities 12,592 ------------ Total Postpetition Liabilities 2,545,686 Liabilities Subject to Compromise Prepetition Secured Debt 0 Priority Debt 1,594,450 Intercompany Payable 1,641,837 Unsecured Debt 190,664 ------------ Total Prepetition Liabilities 3,426,951 ------------ Total Liabilities 5,972,637 OWNER EQUITY Capital Stock (4,415,651) Additional Paid-in Capital 0 Dividend (4,574,812) Partners' Capital Account 0 Owner's Equity Account 0 Retained Earnings-Prepetition 14,134,680 Retained Earnings-Postpetition 570,872 Adjustments to Owner Equity 0 Postpetition Contributions 0 ------------ Net Owner Equity 5,715,090 ------------ Total Liabilities and Owner Equity $11,687,727 ============ Spansion International Inc. Statement of Operations For The Period June 29, 2009 to July 26, 2009 REVENUES Intercompany Revenue $1,432,456 Less: Returns & Allowances 0 ------------ Net Revenue 1,432,456 Cost of Goods Sold Beginning Inventory 0 Add: Purchases 0 Add: Cost of Labor 0 Add: Other costs 0 Less: Ending Inventory 0 ------------ Gross Profit 1,432,456 Operating Expenses Advertising 0 Auto and Truck Expense 71,050 Bad Debts 0 Contributions 0 Employee Benefits Programs 264,322 Insider Compensation 0 Insurance 11,859 Management Fees/Bonuses 73,129 Office Expense 3,740 Pension & Profit-sharing Plans 74,580 Repairs and Maintenance 25,353 Rent and Lease Expense 136,784 Salaries/Commissions/Fees 1,011,133 Supplies 6,354 Taxes-Payroll 0 Taxes-Real Estate 0 Taxes-Others 0 Travel and Entertainment 50,907 Utilities 30,883 Other 50,865 ----------- Total Operating Expense Before Depreciation 1,810,959 Depreciation/Depletion/Amortization 58,446 ----------- Net Profit(loss) Before Other Income & Expenses (436,949) OTHER INCOME AND EXPENSES Other Income 582,289 Interest Expense 0 Other Expense 0 ------------ Net Profit(loss)Before Reorganization Items 145,340 Reorganization Items Professional Fees 0 U.S. Trustee Quarterly Fees 0 Income Taxes 58,003 ------------ Net Profit(loss) $87,337 ============ Spansion International Inc. Schedule of Cash Receipts and Disbursements For The Period June 29, 2009 To July 26, 2009 Cash Beginning of Month $842,383 Receipts Customer Receipts 0 Intercompany Transfer 2,088,861 Other Receipts 24,310 ------------ Total Receipts 2,113,171 Disbursements Buildings 131,761 Foundry & Subcon 0 Labor & Benefits 1,796,799 Material 0 Other 328,146 Outside Services 30,564 Repair & Maintenance 4,433 Capital Expenditures 0 Debt Obligations & Capital Leases 0 Taxes 83,361 Facility Closure Costs 0 ------------ Total Disbursements 2,375,065 Net Cash Inflow/(Outflow) (261,894) ------------ Cash End of Month $580,489 ============ A full-text copy of Spansion International's July monthly operating report is available for free at: http://bankrupt.com/misc/Spansion_Inter%27lJulyMOR.pdf About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Spansion LLC Reports $8.3 Mil. Loss for July ---------------------------------------------------------- Spansion LLC Executive Vice President and Chief Financial Officer Randy Furr filed on October 20, 2009, Spansion LLC's monthly operating report for July 2009. Spansion LLC is the principal operating company of the Debtors. It is the parent company of Spansion International, Inc., and all other foreign Spansion entities. According to Mr. Furr, Spansion LLC has employees, and conducts businesses that generate revenue. It files its own payroll tax returns, and it is included in Spansion Inc.'s federal consolidated and California worldwide unitary tax returns. Mr. Furr further notes that Spansion LLC recognizes the operating results of its wholly owned subsidiaries worldwide based on the equity method of accounting. However, since one of its subsidiaries, Spansion Japan Limited, filed a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan on February 10, 2009, which was formally commenced on March 3, Spansion LLC no longer "controls" SPJ. SPJ's results are no longer consolidated in Spansion Inc.'s consolidated financial results effective March 2009, and have never been reflected in Spansion LLC's monthly Operating Reports. Spansion LLC Balance Sheet As of July 26, 2009 ASSETS Unrestricted Cash & Cash Equivalents $222,945,880 Short Term Investment 121,575,001 Restricted Cash & Cash Equivalents 4,258,199 Accounts Receivable (net) 76,499,980 Notes Receivable 0 Inventories 163,154,282 Prepaid Expenses 13,822,218 Professional Retainers 1,809,702 Intercompany Receivables 427,713,183 Other Current Assets 16,671,736 -------------- Total current assets 1,048,450,181 Property and Equipment Real Property & Improvements 13,078,518 Machinery and Equipment 1,159,326,637 Furniture, fixtures & Office Equipment 0 Leasehold Improvements 734,327,805 Vehicles 0 Less Accumulated Depreciation (1,602,913,382) -------------- Total Property and Equipment 303,819,578 OTHER ASSETS Loans to Insiders Intercompany Investments 195,736,041 Other assets 50,715,436 -------------- Total Other Assets 246,451,477 -------------- Total Assets $1,598,721,236 ============== LIABILITIES AND OWNER EQUITY Liabilities Not Subject to Compromise (Postpetition) Accounts Payable $19,766,768 Taxes Payable 3,225,309 Wages Payable 6,130,423 Secured Debt 78,678,188 Accrued Expense 21,877,593 Deferred Income 52,685,823 Intercompany 205,370,193 Other Postpetition Liabilities 1,098,208 -------------- Total Postpetition Liabilities 388,832,507 Liabilities Subject to Compromise Prepetition Secured Debt 672,927,529 Priority Debt 25,082,839 Unsecured Debt 647,394,524 Intercompany 283,897,400 -------------- Total Prepetition Liabilities 1,629,302,291 -------------- Total Liabilities 2,018,134,798 OWNER EQUITY Intercompany Common Stock 2,289,379,270 Additional Paid-in Capital 124,015,097 Partners' Capital Account 0 Owner's Equity Account 0 Retained Earnings-Prepetition (2,878,310,157) Retained Earnings-Postpetition 45,502,228 -------------- Net Owner Equity (419,413,561) -------------- Total Liabilities and Owner Equity $1,598,721,236 ============== Spansion LLC Statement of Operations For the Period June 29, 2009 to July 26, 2009 REVENUES Gross Revenues $79,219,881 Less: Changes in reserves (2,895,306) -------------- Net Revenue 76,324,575 Cost of Goods Sold Manufacturing expense 33,417,035 Disty/OEM cost adjustment (622,365) Intercompany purchase 48,659,655 Foreign currency gain/loss 343,186 Inventory change (23,804,806) -------------- Cost of Goods Sold 57,992,705 -------------- Gross Profit 18,331,870 Operating Expenses Building Expense 1,450,589 Labor & Benefits 7,059,481 Freight 6,702 Marketing and communications 77,218 Material 202,694 Outside Services 5,144,203 Repair & Maintenance 433,367 Telecom and Software 996,389 Travel 189,213 Other 193,235 -------------- Total Operating Expenses 15,753,092 Depreciation/Depletion/Amortization 804,031 -------------- Net Profit (loss) Before Income & Expenses 1,774,747 OTHER INCOME AND EXPENSES Other loss (Income), net 3,801,575 Interest Expense 2,123,778 Other Expense 0 -------------- Net Profit(loss) Before Reorganization Items (4,150,606) Reorganization Items Professional Fees 3,149,150 Interest Earned on Accumulated Cash From Chap. 11 (54,518) Other Reorganization Expenses 1,066,552 -------------- Total reorganization expenses 4,161,184 Income Taxes 197 -------------- Net Profit(loss) ($8,311,987) ============== Spansion LLC Schedule of Cash Receipts and Disbursement For the Period June 29, 2009 to July 26, 2009 Cash Beginning of Month $214,306,890 Receipts Customer Receipts 69,910,468 Intercompany Receipts 5,390,532 Other Receipts 2,389,116 ------------ Total Receipts 77,690,115 Disbursements Buildings 2,937,813 Foundry & Subcon 4,785,818 Intercompany Disbursements 0 Labor & Benefits 12,537,454 Material 9,901,637 Other 1,452,291 Outside Services 6,913,345 Repair & Maintenance 2,630,293 Capital Expenditures 475,472 Debt Obligations & Capital Leases 2,549,528 Taxes 20,897 Facility Closure Costs 0 Key Employee Incentive Plan 898,941 Reduction in Force 1,026,749 Restructuring Professional Fees 3,441,765 Utilities Deposit 0 Intercompany Transfers(debtor entities) 2,088,861 Intercompany Transfers(non-debtor entities) 17,390,262 ------------ Total Disbursements 69,051,126 Net Cash Inflow/(Outflow) 8,638,990 ------------ Cash End of Month $222,945,880 ============ About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) THORNBURG MORTGAGE: Files September 2009 Operating Report --------------------------------------------------------- On October 19, 2009, TMST, Inc., formerly known as Thornburg Mortgage, Inc., filed on behalf of the Debtors, except for ADFITECH Inc., a report covering the period from September 1, 2009, through September 30, 2009. Also on October 19, 2009, ADFITECH filed a report covering the period from September 1, 2009, through September 30, 2009. TMST, Inc., et al. ended September with $23,264,521 cash. The Debtors posted a net loss of $1,275,610 for the month. At September 30, 2009, the Debtors $154,763,576 in total assets and $3,466,279,484 in total liabilities. A full-text copy of the TMST, Inc.'s September 2009 operating report is available at no charge at: http://researcharchives.com/t/s?47a9 ADFITECH ended September with $10,036,624 cash. ADFITECH reported net income of $222,299 on total operating revenue of $2,826,379 for the period. At September 30, 2009, ADFITECH had $30,251,064 in total assets and $1,639,707,695 in total liabilities. A full-text copy of the ADFITECH, Inc.'s September 2009 operating report is available at no charge at: http://researcharchives.com/t/s?47aa About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage, Inc., and its four affiliates filed for Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787). Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has been tapped as counsel. Orrick, Herrington & Sutcliffe LLP is employed as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as investment banker and financial advisor. Protiviti Inc. has also been engaged for financial advisory services. KPMG LLP is the tax consultant. Epiq Systems, Inc., is claims and noticing agent. In its bankruptcy petition, Thornburg listed total assets of $24,400,000,000 and total debts of $24,700,000,000, as of January 31, 2009. TROPICANA ENT: Adamar of NJ Reports $3,357,000 Loss for September ----------------------------------------------------------------- Adamar of New Jersey, Inc. DBA Tropicana Casino and Resort Consolidated Balance Sheet As of September 30, 2009 ASSETS Current Assets Cash and cash equivalents $69,197,000 Receivables, gaming, hotel and other, net 16,644,000 Inventories 2,008,000 Prepaid expenses and other 7,640,000 Deferred income taxes 5,189,000 -------------- Total current assets 100,678,000 Property and equipment, at cost, net 704,204,000 Investments 30,143,000 Tenant allowances and other assets 20,465,000 -------------- TOTAL ASSETS $855,490,000 ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable and accruals $18,020,000 Accrued payroll and employee benefits 6,354,000 Current portion of long-term debt 36,000 Casino reinvestment obligation 1,146,000 Advances from TE and other affiliates, net 591,145,000 Advances from NJ affiliates, net 25,038,000 Other current liabilities 975,000 Liabilities subject to compromise 19,340,000 -------------- Total current liabilities 662,054,000 Long-term debt, net of current portion 180,000 Deferred income taxes 24,786,000 -------------- Total Liabilities 687,020,000 Stockholders' Equity Common stock, no par value (100 shares 1,000 authorized, issued and outstanding) Paid-in capital 283,086,000 Accumulated deficit (114,617,000) -------------- Total shareholders' equity 168,470,000 -------------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $855,490,000 ============== Adamar of New Jersey, Inc. DBA Tropicana Casino and Resort Consolidated Statement of Operations For the Month Ended September 30, 2009 Revenues Casino $21,067,000 Rooms 2,716,000 Food and beverage 1,331,000 Other 1,149,000 -------------- Total revenues 26,263,000 -------------- Costs and Expenses Casino 10,125,000 Rooms 1,217,000 Food and beverage 1,218,000 Other 328,000 Marketing 3,982,000 General and administrative 3,564,000 Utilities 1,095,000 Repairs and maintenance 940,000 Provision for doubtful accounts 316,000 Property taxes and insurance 2,168,000 Rent 80,000 Rent to New Jersey affiliate 404,000 Depreciation and amortization 3,852,000 Reorganization expense 151,000 -------------- Total 29,440,000 Operating profit (3,177,000) License denial expense (221,000) Interest income, net 49,000 Interest expense (8,000) -------------- Income before income taxes (3,357,000) Income taxes benefit/(provision) 0 -------------- NET (LOSS) ($3,357,000) ============== Adamar of New Jersey, Inc. DBA Tropicana Casino and Resort Consolidated Statement of Cash Flows For the Month Ended September 30, 2009 Cash Flows from Operating Activities: Net loss ($3,357,000) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Depreciation and amortization 3,852,000 Amortization of CRDA bond discount/interest (1,000) Deferred income taxes 0 Amortization of deferred rental income (180,000) Rent/interest expense amortization 1,000 Loss on disposal of property and equipment 0 and other assets Loss on reinvestment obligation 120,000 Provision for doubtful accounts 316,000 Increase in accrued interest to parent 0 company Sales & luxury tax rebates 178,000 Changes in operating assets and liabilities: (Increase) Decrease in receivables (1,451,000) Decrease in inventories 6,000 Decrease/(increase) in prepaid expenses and 2,145,000 other Decrease in other assets 1,754,000 (Decrease)/Increase in accounts payable, 1,189,000 accrued expenses and other -------------- Net cash provided by operating activities 4,572,000 -------------- Cash Flows from Investing Activities: Proceeds from sale of property and equipment 0 Acquisition of property and equipment (427,000) Sales & luxury tax rebates 766,000 Proceeds from reduction in investments 1,000 Reductions in other long term assets 0 Additions to investments (336,000) -------------- Net cash used in investing activities 4,000 -------------- Cash Flows from Financing Activities: Advances from NJ affiliates, net 403,000 Advances from/(to) affiliates, net 0 Principal payments on long-term debt (704,000) -------------- Net cash provided by financing activities (301,000) -------------- Net increase in cash 4,275,000 Cash and cash equivalents at beginning of 64,922,000 period -------------- Cash and cash equivalents at end of period $69,197,000 ============== About Tropicana Entertainment Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The Company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and its debtor-affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, Adamar of New Jersey, Inc., doing business as Tropicana Casino and Resort, and its affiliate, Manchester Mall, Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711). Judge Judith H. Wizmur presides over the cases. Adamar and Manchester Mall or the New Jersey Debtors are both affiliates of Tropicana Entertainment LLC. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. The New Jersey Debtors own and operate one of the largest, and one of the most established, destination casino resorts in Atlantic City, New Jersey, known as Tropicana Casino and Resort - Atlantic City, which ranks third in gaming positions among Atlantic City's 11 casino properties. The New Jersey Debtors initiated the Chapter 11 cases to effectuate a sale of substantially all their assets in accordance with a mandate issued by the New Jersey Casino Control Commission pursuant to the New Jersey Casino Control Act. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WORLDSPACE INC: Reports $520,000 Net Loss in September ------------------------------------------------------ WorldSpace Inc. had a net loss of $520,000 in September on revenue of $159,000, Bill Rochelle at Bloomberg reported. To avoid running out of cash, the Debtor, according to Mr. Rochelle, filed a motion seeking approval for $4.3 million in secured financing from Liberty Satellite Radio LLC. The loan is intended to be what WorldSpace calls a "potential bridge to a strategic transaction with" Liberty. The new loan requires having a contract for the sale of the business by Oct. 30, when the loan will expire by its terms. WorldSpace says that completing a transaction with Liberty represents the "only hope of confirming a plan and making distributions to creditors." Liberty purchased the existing debtor-in-possession loan in early September. As reported by the TCR on Sept. 2, 2009, WorldSpace said the Court-approved deal to sell substantially all of its assets to Yenura Pte. Ltd. had been terminated by WorldSpace's DIP lenders. The DIP Lenders exercised their right to terminate the Yenura purchase agreement after Yenura had defaulted in the payment of certain amounts payable thereunder and had failed to remedy such defaults within applicable cure periods. The Bankruptcy Court in March authorized a sale of the business for $28 million in cash to Yenura Pte, a company controlled by WorldSpace's Chief Executive Noah Samara. There were no other bidders at auction, Mr. Rochelle said. The sale hasn't been completed while regulatory approvals are being sought, Mr. Rochelle said. About Worldspace Inc. WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-based radio and data broadcasting services to paying subscribers in 10 countries throughout Europe, India, the Middle East, and Africa. 1worldspace(TM) satellites cover two- thirds of the earth and enable the Company to offer a wide range of services for enterprises and governments globally, including distance learning, alert delivery, data delivery, and disaster readiness and response systems. 1worldspace(TM) is a pioneer of satellite-based digital radio services. The Debtors and their affiliates operate two geostationary satellites, AfriStar and Asia Star, which are in orbit over Africa and Asia. The Debtor and two of its affiliates filed for Chapter 11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case No. 08-12412 - 08-12414). James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors as counsel. The U.S. Trustee for Region 3 appointed creditors to serve on an official committee of unsecured creditors. Neil Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot Greenleaf, represent the Committee as counsel. When the Debtors filed for bankruptcy, they listed total assets of $307,382,000 and total debts of $2,122,904,000. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Joy A. Agravante, Marites M. Claro, Rousel Elaine C. Tumanda, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2009. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***