LANDAMERICA FINANCIAL GROUP INC - 8-K - 20090219 - EXHIBIT_99
Exhibit
99.1
CASE NAME:
LandAmerica Financial Group, Inc. et al.
ACCRUAL
BASIS
CASE NUMBER:
08-35994
JUDGE:
Kevin R. Huennekens
UNITED STATES BANKRUPTCY COURT
EASTERN
DISTRICT OF VIRGINIA
RICHMOND
DIVISION
MONTHLY OPERATING REPORT
FOR
THE PERIOD: NOVEMBER 26, 2008 TO DECEMBER 31, 2008
IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I
DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING
MONTHLY OPERATING REPORT (ACCRUAL
BASIS-1 THROUGH ACCRUAL
BASIS-8) AND
THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY KNOWLEDGE, THESE
DOCUMENTS ARE TRUE, CORRECT AND COMPLETE. DECLARATION OF THE PREPARER
(OTHER THAN RESPONSIBLE PARTY): IS BASED ON ALL INFORMATION OF WHICH
PREPARER HAS ANY KNOWLEDGE.
RESPONSIBLE PARTY:
/s/
G. William Evans
CHIEF
FINANCIAL OFFICER
ORIGINAL SIGNATURE OF RESPONSIBLE PARTY
TITLE
G.
WILLIAM EVANS
February
17, 2009
PRINTED
NAME OF RESPONSIBLE PARTY
DATE
PREPARER:
/s/
G. William Evans
CHIEF
FINANCIAL OFFICER
ORIGINAL SIGNATURE OF PREPARER
TITLE
G.
WILLIAM EVANS
February
17, 2009
PRINTED
NAME OF PREPARER
DATE
LANDAMERICA
FINANCIAL GROUP, INC. ET. AL.
NOTES
TO THE MONTHLY OPERATING REPORT
FOR
THE PERIOD NOVEMBER 26, 2008 TO DECEMBER 31, 2008
1.
The
accompanying financial statements as presented are not prepared in
accordance with Generally Accepted Accounting Principles
(“GAAP”).
2.
While
the Debtor and its professionals have made every reasonable effort to
ensure that the Debtor’s Monthly Operating Reports are accurate and
complete, based upon information that was available to them at the time of
preparation, inadvertent errors or omissions may exist and the subsequent
receipt of information and/or further review and analysis of the Debtor’s
books and records may result in changes to financial data and other
information contained in the Monthly Operating
Reports. Moreover, because the Monthly Operating Reports
contain unaudited information which is subject to further review and
potential adjustment, the Debtor and its agents, attorneys and financial
advisors cannot guarantee or warrant the accuracy or completeness of the
data that is provided herein.
3.
The
preparation of the Monthly Operating Reports required the Debtor and
its agents, attorneys and financial advisors to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
the disclosures of contingent assets and liabilities and the reported
amounts of expenses during the reporting period. Actual results
could differ from those estimates. Without prior notice, the
Debtor may amend its Monthly Operating Reports as it deems necessary and
appropriate to reflect material changes, if any, that arise during the
pendency of its chapter 11 case. The Debtor, therefore,
reserves the right to amend the Monthly Operating Reports in all respects
as may be necessary or appropriate, including, but not limited to, the
right to assert offsets or defenses to, or to dispute, any claim reflected
on the Monthly Operating Reports. Furthermore, nothing
contained in the Monthly Operating Reports shall constitute a waiver of
the Debtor’s rights with respect to its chapter 11
case.
LandAmerica
Financial Group, Inc. et al.
ACCRUAL
BASIS-1
Balance
Sheet
As
of December 31, 2008
Case
No: 08-35994
($
thousands)
Assets
Cash
$
93,378
Notes:
Fidelity
National Title
50,000
Other
11,712
Investments:
Fidelity
National Title stock
56,385
Fixed
maturities available-for-sale
1,113
Taxes
receivable
23,643
Property
and equipment
16,769
Title
Plants
945
Other
assets
66,876
Investments
in subsidiaries and consolidated joint ventures
684,298
Intercompany
receivable
261,638
Total
Assets
$
1,266,758
Liabilities
Accounts
payable and accrued liabilities
$
21,302
Liabilities
subject to compromise
499,214
Total
Liabilities
520,516
Total
Shareholders' Equity
746,242
Total
Liabilities and Shareholders' Equity
$
1,266,758
LandAmerica
Financial Group, Inc. et al.
ACCRUAL
BASIS-2
Statement
of Operations
For
Period November 26, 2008 to December 31, 2008
Case
No: 08-35994
($
thousands)
Revenue
Investment
and other income
$
297
Valuation
adjustment related to Fidelity National Title stock
6,385
Total
Revenue
6,682
Expenses
General,
administrative and other expenses
3,826
Depreciation
and amortization
344
Loss
on disposal of subsidiaries
(1)
756,647
Total
Expenses
760,817
Net
Loss before income taxes
(754,135
)
Income
tax benefit
-
Net
Loss
$
(754,135
)
(1)
- Loss related to the sale of the certain subsidiaries to Fidelity
National Title Insurance Company ("Fidelity") as part of the Asset
Purchase Agreement
LandAmerica
Financial Group, Inc. et al.
ACCRUAL
BASIS-3
Schedule
of Cash Receipts and Disbursements
For
Period November 26, 2008 to December 31, 2008
Case
No: 08-35994
($
thousands)
Opening
Cash and Cash Equivalents
Held
for the benefit;
LandAmerica
Financial Group, Inc.
$
2,774
Underwriters
(9,832
)
Retained
subsidiaries
-
Opening
Cash
(7,058
)
Cash
Receipts
Collections
received for the benefit of;
Underwriters
1
91,839
Retained
subsidiaries
2
16,903
Payment
reimbursements by;
Underwriters
1
18,679
Retained
subsidiaries
2
62,392
Proceeds from
sale of the Underwriting businesses;
LandAmerica
Financial Group, Inc.
75,539
Retained
subsidiaries
12,005
Total
Receipts
277,358
Cash
Disbursements
Related
to LandAmerica Financial Group, Inc.
Rent
& other occupancy costs
633
Payables
260
Other
760
Total
1,653
Payments made
for the benefit of;
Underwriters
1
90,324
Retained
subsidiaries
2
84,944
Total
Disbursements
176,922
Net
Cash Flow
100,436
Ending
Cash and Cash Equivalents
$
93,378
Ending
Cash and Cash Equivalents
Held
for the benefit;
LandAmerica
Financial Group, Inc.
$
76,660
Underwriters
10,362
Retained
subsidiaries
6,356
Total
$
93,378
Notes:
1 -
Represents cash activity on behalf of subsidiaries that were acquired by
Fidelity on December 22, 2008
2 -
Represents cash activity on behalf of subsidiaries that were retained by
LandAmerica Financial Group, Inc.
CASE NAME:
LandAmerica Financial Group, Inc. et al.
ACCRUAL
BASIS-4
CASE NUMBER:
08-35994
SCHEDULE
MONTH
MONTH
MONTH
ACCOUNTS RECEIVABLE AGING
AMOUNT
1.
0-30
-
2.
31-60
-
3.
61-90
-
4.
91+
-
5.
TOTAL ACCOUNTS RECEIVABLE
-
6.
AMOUNT CONSIDERED UNCOLLECTIBLE
7.
ACCOUNTS RECEIVABLE (NET)
-
-
-
-
AGING OF POSTPETITION TAXES AND PAYABLES
MONTH:
December
31, 2008
0-30
31-60
61-90
91
+
TAXES PAYABLE
DAYS
DAYS
DAYS
DAYS
TOTAL
1.
FEDERAL
2.
STATE
3.
LOCAL
4.
OTHER
$
-
-
-
-
$
-
5.
TOTAL TAXES PAYABLE
$
-
$
-
$
-
$
-
$
-
6.
ACCOUNTS PAYABLE
$
12,963,000
$
-
$
-
$
-
$
12,963,000
STATUS OF POSTPETITION TAXES
MONTH:
December
31, 2008
BEGINNING
AMOUNT
ENDING
TAX
WITHHELD
AND/
AMOUNT
TAX
FEDERAL
LIABILITY*
OR ACCRUED
PAID
LIABILITY
1.
WITHHOLDING**
-
-
-
-
2.
FICA-EMPLOYEE**
-
-
-
-
3.
FICA-EMPLOYER**
-
-
-
-
4.
UNEMPLOYMENT
-
-
-
-
5.
INCOME
-
-
-
-
6.
OTHER
(ATTACH LIST)
-
-
-
-
7.
TOTAL FEDERAL TAXES
-
-
-
-
STATE AND LOCAL
-
-
-
-
8.
WITHHOLDING
-
-
-
-
9.
SALES
-
-
-
-
10.
EXCISE
-
-
-
-
11.
UNEMPLOYMENT
-
-
-
-
12.
REAL PROPERTY
-
-
-
-
13.
PERSONAL PROPERTY
-
-
-
-
14.
OTHER
(ATTACH LIST)
-
-
-
-
15.
TOTAL STATE & LOCAL
-
-
-
-
16.
TOTAL TAXES
-
-
-
-
*
The beginning tax liability should represent the liability from the prior month or, if this is the first operating
report, the amount should be zero.
**
Attach photocopies of IRS Form 6123 or your FTD coupon and payment receipt to verify payment or deposit.
CASE NAME:
LandAmerica Financial Group, Inc. et al.
ACCRUAL
BASIS-5
CASE NUMBER:
08-35994
The debtor in possession must complete the reconciliation below for each bank account,
including all general, payroll and tax accounts, as well as all savings and investment
accounts, money market accounts, certificates of deposit, government
obligations, etc.
Accounts with restricted funds
should be
identified by placing an asterisk
next to the
account number. Attach additional sheets if necessary.
MONTH:
December
31, 2008
BANK RECONCILIATIONS
Account
#1
Account
#2
Account
#3
A. BANK:
SEE
EXHIBIT A
B. ACCOUNT NUMBER:
TOTAL
C. PURPOSE (TYPE):
1.
BALANCE PER BANK STATEMENT
2.
ADD: TOTAL DEPOSITS NOT CREDITED
3.
SUBTRACT: OUTSTANDING CHECKS
4.
OTHER RECONCILING ITEMS
5.
MONTH END BALANCE PER BOOKS
$ 93,377,759
6.
NUMBER OF LAST CHECK WRITTEN
INVESTMENT
ACCOUNTS
DATE
OF
TYPE
OF
PURCHASE
CURRENT
BANK, ACCOUNT NAME & NUMBER
PURCHASE
INSTRUMENT
PRICE
VALUE
7.
8.
9.
10.
11.
TOTAL INVESTMENTS
$ -
$ -
CASH
12.
CURRENCY
ON HAND
$
-
13.
TOTAL CASH - END OF
MONTH
$
93,377,759
CASE
NAME: LandAmerica Financial Group, Inc. et al.
EXHIBIT
A
CASE NUMBER:
08-35994
December
31, 2008
G/L
Acct #
Bank/Institution
Description
Account
Number
Bank
Balance
GL
Balance
Reconciled
as of 12/31/08
Cash
10100
Sun
Trust
Business
Checking
1000032220310
$
139,387
$
5,061
Y
10115
Bank
of America
Depository
Account
4111809057
22,119
26,762
Y
10121
SunTrust
Business
Checking
8801884902
38
(4,415
)
Y
10125
Sun
Trust
Business
Checking
8800603469
1,272,320
(5,737,992
)
Y
10130
Sun
Trust
Business
Checking
1000032219734
283,156
49,737
Y
10135
SunTrust
Business
Checking
8800731724
5,625,002
3,209,118
Y
10140
Sun
Trust
Business
Checking
1000025408203
228,314
1,022,159
Y
10145
Bank
of America
Disbursement
Account
7313701365
23,652,024
(7,618,055
)
Y
10150
Citibank
Depository
Account
9945360647
943,744
680,262
Y
10172
Wachovia
Business
Checking
2000010970173
105,478
(1,351,252
)
Y
10175
Sun
Trust
Business
Checking
8800603980
8,823,658
(3,510,555
)
Y
10180
Sun
Trust
Business
Checking
8800543152
5,000
(60,745
)
Y
10203
Bank
of America
Depository
Account
4128630206
178,438
178,438
Y
10205
Wachovia
Business
Checking
2079900075562
2,221,785
(2,676,357
)
Y
10226
Citibank
Depository
Account
9945360786
238,393
238,403
Y
10261
Citibank
Depository
Account
9945360866
546,096
546,926
Y
10280
Wachovia
Business
Checking
2000003393987
1,692,257
1,754,913
Y
10281
Comerica
Business
Checking
1851133668
412,519
1,203,982
Y
10282
Wells
Fargo
Depository
Account
4496797275
796,720
1,333,308
Y
10283
Union
Bank of California
Depository
Account
9100684400
1,578,574
536,147
Y
10284
Bank
of America
Depository
Account
4122854745
1,578,574
778,532
Y
10285
PNC
Business
Checking
8614967773
5,845,028
5,925,357
Y
10286
Bank
of America
Depository
Account
9427836561
298,368
264,977
Y
10287
JP
Morgan
Depository
Account
29096368
247,722
1,205,652
Y
10288
JP
Morgan
Business
Checking
363152834
66,258
67,483
Y
10290
JP
Morgan
Business
Checking
230319637
-
-
Y
10293
Wachovia
Business
Checking
2000027517875
-
-
Y
10301
Bank
of America
Business
Checking
480112398
645,135
(253,886
)
Y
10306
SunTrust
Business
Checking
1000025408005
15,789
(144,821
)
Y
Total
Cash:
$
57,461,893
$
(2,330,863
)
Cash
Equivalents
10840
SunTrust
Portfolio
Cash
7046253
343,855
343,855
11254
SunTrust
Ridgeworth
Money Mgmt Fund
8801884902-002
7,808,000
7,808,000
11255
Citibank
Smith Barney
Money
Market Investments
170-09815
87,556,767
87,556,767
Total
Cash Equivalents:
$
95,708,622
$
95,708,622
Total
Cash and Cash Equivalents
$
153,170,515
$
93,377,759
CASE NAME:
LandAmerica Financial Group, Inc. et al.
ACCRUAL
BASIS-6
CASE NUMBER:
08-35994
MONTH:
December
31, 2008
PAYMENTS TO INSIDERS AND PROFESSIONALS
OF THE TOTAL DISBURSEMENTS SHOWN FOR THE MONTH, LIST THE AMOUNT PAID
TO INSIDERS (AS DEFINED IN SECTION 101
(31) (A)-(F) OF THE U.S. BANKRUPTCY CODE)
AND TO PROFESSIONALS. ALSO, FOR PAYMENTS TO INSIDERS,
IDENTIFY THE TYPE OF
TRAVEL, CAR
ALLOWANCE, ETC.). ATTACH ADDITIONAL SHEETS IF NECESSARY.
INSIDERS
TYPE OF
AMOUNT
TOTAL
PAID
NAME
PAYMENT
PAID
TO
DATE
1.
2.
3.
4.
5.
6.
TOTAL PAYMENTS
TO INSIDERS
(1)
$ -
PROFESSIONALS
DATE OF COURT
TOTAL
ORDER AUTHORIZING
AMOUNT
AMOUNT
TOTAL PAID
INCURRED
NAME
PAYMENT
APPROVED
PAID
TO DATE
&
UNPAID *
1.
NONE
2.
3.
4.
5.
6.
TOTAL PAYMENTS
$
-
$
-
$
-
$
-
TO PROFESSIONALS
* INCLUDE ALL FEES INCURRED, BOTH APPROVED AND UNAPPROVED
POSTPETITION STATUS OF SECURED NOTES, LEASES PAYABLE AND ADEQUATE
PROTECTION PAYMENTS
SCHEDULED
AMOUNTS
MONTHLY
PAID
TOTAL
PAYMENTS
DURING
UNPAID
NAME
OF CREDITOR
DUE
MONTH
POSTPETITION
1.
Dominion
Virginia Power
$
96,000
$
96,000
(2)
$
-
2.
3.
4.
5.
6.
TOTAL
$
96,000
$
96,000
$
-
(1)
All
employees of LandAmerica Financial Group, Inc. (“LFG”) and its
subsidiaries (collectively with LFG, “LandAmerica”) are currently or were
formerly employed by Lawyer’s Title Insurance Corporation (“LTIC”) and
receive their form W-2 from LTIC. The recipients listed were
all formerly employed or currently employed by LTIC but who performed
services for the benefit of LFG. All payments referenced were
made in accordance with LandAmerica’s cash management system as fully
described in LFG’s Motion for Order Authorizing: (A) Continued Use of the
Debtor’s Centralized Cash Management System; (B) Maintenance and Continued
Use of the Debtor’s Existing Bank Accounts and Business Forms; (C) a
Waiver of Certain Operating Guidelines Relating to Bank Accounts; and (D)
an Extension of Time for the Debtor to Comply with Section 345 of the
Bankruptcy Code and as approved by the Bankruptcy Court’s December 2, 2008
Order Authorizing (A) Continued Use of the Debtor’s Centralized Cash
Management System; (B) Maintenance and Continued Use of the Debtor’s
Existing Bank Accounts and Business Forms; (C) a Waiver of Certain
Operating Guidelines Relating to Bank Accounts; and (D) an Extension of
Time for the Debtor to Comply with Section 345 of the Bankruptcy Code (the
“LFG Cash Management Order”).
(2)
The
amount listed represents the deposit paid to Dominion Virginia Power in
satisfaction of LFG’s obligations under 11 U.S.C. § 366 and the Bankruptcy
Court’s November 28, 2008 Order Under Bankruptcy Code Sections 105(a) and
366 (I) Approving Debtor’s Adequate Assurance of Payment, (II)
Establishing Procedures for Resolving Requests by Utility Companies for
Additional Assurance of Payment, (III) Scheduling a Hearing with Respect
to Contested Adequate Assurance of Payment Requests, and (IV) Withdrawing
Utility Motion with Regard to Dominion Virginia
Power.
CASE NAME:
LandAmerica Financial Group, Inc. et al.
ACCRUAL BASIS-7
CASE NUMBER:
08-35994
MONTH:
December
31, 2008
QUESTIONNAIRE
YES
NO
1.
HAVE ANY ASSETS BEEN SOLD OR TRANSFERRED OUTSIDE
X
THE NORMAL COURSE OF BUSINESS THIS REPORTING PERIOD?
2.
HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT
X
OTHER THAN A DEBTOR IN POSSESSION ACCOUNT?
3.
ARE
ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES,
OR
X
LOANS)
DUE FROM RELATED PARTIES?
4.
HAVE ANY PAYMENTS BEEN MADE ON PREPETITION LIABILITIES
X
THIS
REPORTING PERIOD?
5.
HAVE ANY POSTPETITION LOANS BEEN RECEIVED
BY THE
X
DEBTOR
FROM ANY PARTY?
6.
ARE ANY POSTPETITION PAYROLL TAXES PAST DUE?
X
7.
ARE ANY POSTPETITION STATE OR FEDERAL INCOME TAXES
X
PAST DUE?
8.
ARE ANY POSTPETITION REAL ESTATE TAXES PAST DUE?
X
9.
ARE ANY
OTHER
POSTPETITION TAXES PAST DUE?
X
10.
ARE ANY AMOUNTS OWED TO POSTPETITION CREDITORS
X
DELINQUENT?
11.
HAVE ANY PREPETITION TAXES BEEN PAID DURING THE
X
REPORTING
PERIOD?
12.
ARE
ANY WAGE PAYMENTS PAST DUE?
X
IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "YES," PROVIDE A DETAILED
EXPLANATION OF EACH ITEM. ATTACH ADDITIONAL SHEETS IF NECESSARY.
1.
Pursuant
to the Bankruptcy Court’s December 17, 2008 Order: (A) Approving the Sale
of LandAmerica Financial Group, Inc.’s Stock in Certain Underwriting
Subsidiaries and Other Assets; (B) Approving Related Stock Purchase
Agreement; (C) Approving Form and Manner of Notice Thereof; and (D)
Granting Related Relief, and the Bankruptcy Court’s December 21, 2008
Order Granting Debtor’s Oral Motion to Approve Settlement Pursuant to
Federal Rule of Bankruptcy Procedure 9019, LFG sold all of the issued and
outstanding stock of Commonwealth Land Title Insurance Company, Lawyers
Title Insurance Corporation and United Capital Title Insurance Company, to
Fidelity National Financial, Inc., Fidelity National Title Insurance
Company, and Chicago Title Insurance Company.
2.
Pursuant
to the LFG Cash Management Order, the Debtor is authorized to continue
using its existing prepetition bank account and cash management
system. All postpetiton disbursements have been in accordance
with the LFG’s cash management system and the LFG Cash Management
Order.
3.
Intercompany
transactions in the ordinary course of business have given rise to
postpetition receivables.
4.
Pursuant
to authority granted to LFG under certain orders entered by the Bankruptcy
Court on the first day of LFG’s bankruptcy case, LFG has made certain
payments on various prepetition liabilities during the reporting
period.
11.
All
employees of LandAmerica are either currently or were formerly employed by
LTIC and receive their form W-2 from LTIC. Although employed by
LTIC, many LandAmerica employees perform services on behalf of
LFG. Prepetition withholding and other taxes associated with
these employees has been paid by LFG in accordance with LandAmerica’s cash
management system, the LFG Cash Management Order and the Bankruptcy
Court’s November 28, 2008 Order: (A) Authorizing Payment of Prepetition
(1) Wages, Salaries and Other Compensation; (2) Employee Medical and
Similar Benefits; (3) Reimbursable Employee Expenses; and (4) Other
Miscellaneous Employee Expenses and Benefits; and (B) Granting Related
Relief (the “Prepetition Wage Order”).
12.
All
employees of LandAmerica are either currently or were formerly employed by
LTIC and receive their form W-2 from LTIC. Although employed by
LTIC, many LandAmerica employees perform services on behalf of
LFG. Pre and Postpetition wages associated with these employees
has been paid by LFG in accordance with LandAmerica’s cash management
system, the LFG Cash Management Order and the Prepetition Wage
Order.
INSURANCE
YES
NO
1.
ARE WORKER'S
COMPENSATION, GENERAL LIABILITY AND OTHER
NECESSARY
INSURANCE COVERAGES IN EFFECT?
X
2.
ARE ALL PREMIUM PAYMENTS PAID CURRENT?
X
3.
PLEASE ITEMIZE POLICIES BELOW.
IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "NO," OR IF ANY POLICIES HAVE BEEN
CANCELLED OR NOT RENEWED DURING THIS REPORTING PERIOD, PROVIDE AN EXPLANATION
BELOW. ATTACH ADDITIONAL SHEETS IF NECESSARY.
N/A
CASE NAME:
LandAmerica Financial Group, Inc. et al.