UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 30, 2019
RAIT Financial Trust
(Exact name of registrant as specified in its charter)
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Maryland |
1-14760 |
23-2919819 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
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of incorporation) |
File Number) |
Identification No.) |
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Two Logan Square, 100 N. 18th St., 23rd Floor, Philadelphia, Pennsylvania 19103 |
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(Address of Principal Executive Offices, and Zip Code) |
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(215) 207-2100 |
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Registrant’s telephone number, including area code: |
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N/A
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Not applicable |
Not applicable |
Not applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Monthly Operating Report
As previously disclosed, on August 30, 2019, RAIT Financial Trust (“RAIT”) and its affiliates RAIT Funding LLC, RAIT General, Inc., RAIT Limited, Inc., Taberna Realty Finance Trust, RAIT JV TRS, LLC, and RAIT JV TRS Sub, LLC (together, the “Debtors”) filed voluntary bankruptcy cases (the “Chapter 11 Cases”) under chapter 11, Title 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are jointly administered under the caption In re: RAIT Funding, LLC, a Delaware limited liability company, et. al. As previously disclosed in a Current Report on Form 8-K filed by RAIT on November 19, 2019 (the “11/19/19 8K”), during the pendency of the Chapter 11 Cases, in lieu of filing Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), RAIT intends to follow the modified reporting procedures (the “Modified Reporting Procedures”) outlined in Exchange Act Release No. 9660 (June 30, 1972), the Securities and Exchange Commission’s (the “Commission”) Staff Legal Bulletin No. 2 (April 15, 1997) and the Commission’s related no-action correspondence, as described in the 11/19/19 8K.
On December 30, 2019, the Debtors jointly filed a monthly operating report for the period from November 1, 2019 to November 30, 2019 (the “Monthly Operating Report”) with the Bankruptcy Court. In accordance with the Modified Reporting Procedures, a copy of the Monthly Operating Report is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Monthly Operating Report, court filings and other information related to the Chapter 11 Cases are available at a website administered by the Debtors’ noticing and claims agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/rait, or www.deb.uscourts,gov, the official Bankruptcy Court website. The information set forth in these websites is not incorporated into this Item 8.01.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “potential,” “should,” “will,” “plans,” “continuing,” “ongoing,” “expects,” “intends to,” and similar words or phrases. Although RAIT believes that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties that are subject to change based on various important factors, some of which are beyond our control. Such forward-looking statements include, but are not limited to, statements related to (a) the transactions contemplated by (i) the Debtors’ Joint Chapter 11 Plan (the “Plan”) filed with the Bankruptcy Court on September 27, 2019, (ii) the Restructuring and Plan Support Agreement, dated August 29, 2019, by and among RAIT, Taberna Realty Finance Trust, and TP Management LLC, in its capacity as delegate collateral manager, and (iii) the Restructuring and Plan Support Agreement, dated August 31, 2019, by and among RAIT, RAIT Funding, LLC, and Kodiak CDO I, Ltd., as holder of certain preferred securities, including the Chapter 11 Cases, and (b) the ability of the Debtors to operate as a “debtor in possession” under the jurisdiction of the Bankruptcy Court. These risks, uncertainties and contingencies include, but are not limited to, (i) whether and when the Plan will receive all required support from the relevant stakeholders of RAIT and be confirmed by the Bankruptcy Court, and, if the terms of the Plan, as confirmed, are modified from those currently proposed, and the nature of any such modifications; (ii) whether RAIT or its affiliates will be able to obtain approval with respect to motions in the Chapter 11 Cases and the Bankruptcy Court’s rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; (iii) the length of time the Debtors will operate under the Chapter 11 Cases; (iv) risks associated with third-party motions in the Chapter 11 Cases; (v) the potential adverse effects of the Chapter 11 Cases on the Debtors’ liquidity, results of operations or business prospects; (vi) increased legal, advisor and other costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; and (vii) the effect of the Chapter 11 Cases on the trading price and value of RAIT securities. For additional discussion of these risks, refer to the section entitled “Risk Factors” and elsewhere in the RAIT’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 26, 2019, Amendment No. 1 to RAIT’s Annual Report on Form 10-K/A for the year ended December 31, 2018, filed with the Commission on April 30, 2019, RAIT’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed with the Commission on November 7, 2019 and RAIT’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, filed with the Commission on November 7, 2019. In light of the significant uncertainties inherent in any forward-looking information included herein, the inclusion of such information should not be regarded as a representation by RAIT or any other person that RAIT’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. RAIT undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events, except as may be required by law. All forward-looking statements attributable to RAIT are expressly qualified by these cautionary statements.
Cautionary Statement Regarding Financial Operating Data
The Debtors caution investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any securities of the Debtors. The Debtors prepared the Monthly Operating Report solely for purposes of complying with the monthly operating reporting requirements applicable in the Chapter 11 Cases. The financial information contained in the Monthly Operating Report is unaudited, limited in scope, and as such, has not been subject to procedures that would typically be applied to financial statements in accordance with accounting principles generally accepted in the United States of America. These unaudited financial statements were prepared using certain assumptions and estimates. These assumptions and estimates are subject to revision. Further, the amounts shown in this statement may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors. Accordingly, there can be no assurances that, from the perspective of an investor or potential investor in RAIT’s or its subsidiaries’ securities, the financial information contained in the Monthly Operating Report is complete.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is included as part of this report:
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Exhibit
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Description |
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99.1 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RAIT Financial Trust |
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January 3, 2020 |
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By: |
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/s/ Alfred J. Dilmore |
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Name: Alfred J. Dilmore |
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Title: Chief Financial Officer, |
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Treasurer and Chief Accounting Officer |
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 1 of 16
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
THE DISTRICT OF DELAWARE
X
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In re |
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Chapter 11 |
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RAIT FUNDING, LLC, |
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Case No. 19-11915 (BLS) |
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a Delaware limited liability company, et. al. (1) |
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Debtors. |
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Jointly Administered |
X
Monthly Operating Report
For the Period From November 1, 2019 to November 30, 2019
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DEBTORS' ADDRESS: |
Two Logan Square 100 N. 18th Street, 23rd Floor Philadelphia, Pennsylvania 19103 (Attn: John J. Reyle) |
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DEBTORS' ATTORNEYS: REPORT PREPARER: |
Patrick A. Jackson (Del. Bar No. 4976) Joseph N. Argentina, Jr. (Del. Bar No. 5453) 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 Patrick.Jackson@dbr.com Joseph.Argentina@dbr.com RAIT FUNDING, LLC |
Michael P. Pompeo Brian P. Morgan 1177 Avenue of the Americas, 41st Floor New York, NY 10036-2714 Tel: (212) 248-3140 Fax: (212) 248-3141 Michael.Pompeo@dbr.com Brian.Morgan@dbr.com |
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
/s/ Alfred Dilmore12/29/2019
Alfred DilmoreDate
Chief Financial Officer
Notes:
(1)
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number (if applicable), are as follows: RAIT Funding, LLC, a Delaware limited liability company (9983); RAIT Financial Trust, a Maryland real estate investment trust (9819); RAIT General, Inc., a Maryland corporation (9987); RAIT Limited, Inc., a Maryland corporation (9773); Taberna Realty Finance Trust, a Maryland real estate investment trust (3577); RAIT JV TRS, LLC, a Delaware limited liability company (3190); and RAIT JV TRS Sub, LLC, a Delaware limited liability company (4870). The mailing address for all Debtors is Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103 (Attn: John J. Reyle).
FORM Cover Page PAGE 1 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 2 of 16
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF DELAWARE
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RAIT FUNDING LLC |
Case No. 19-11915 (BLS) |
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Debtor |
Reporting Period: 11/01/19 - 11/30/19 |
Monthly Operating Report
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Required Documents |
Form No. |
Document Attached |
Explanation Attached |
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Schedule of Cash Receipts and Disbursements |
MOR-1a |
x |
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Bank Account Reconciliation/Information |
MOR-1b |
N/A |
x |
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Schedule of Professional Fees Paid |
MOR-1c |
x |
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Copies of Bank Statements |
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N/A |
x |
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Cash Disbursements Journals |
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N/A |
x |
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Statement of Operations |
MOR-2 |
x |
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Balance Sheet |
MOR-3 |
x |
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Status of Post-Petition Taxes |
MOR-4a |
N/A |
x |
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Copies of IRS Form 6123 |
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N/A |
x |
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Copies of Tax Returns Filed During Reporting Period |
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N/A |
x |
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Summary of Unpaid Post-Petition Debts |
MOR-4b |
x |
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Listing of Aged Accounts Payable |
MOR-4b |
x |
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Accounts Receivable Reconciliation and Aging |
MOR-5a |
x |
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Debtor Questionnaire |
MOR-5b |
x |
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FORM MOR
PAGE 2 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 3 of 16
Global Notes and Statements of Limitations and
Disclaimers Regarding the Debtors' Monthly Operating Reports
This Monthly Operating Report ("MOR") includes activity for the following Debtors:
On August 30, 2019 (the “Petition Date”), RAIT Funding LLC and 6 of its affiliates (collectively, the “Debtors”), each commenced a voluntary case under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On September 4, 2019, the Bankruptcy Court entered an order authorizing the joint administration of these cases pursuant to Bankruptcy Rule 1015(b).
These following notes and statements and limitations should be referred to, and referenced in connection with, any review of this MOR.
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Basis for Presentation. This MOR has been prepared solely for the purpose of complying with the monthly reporting requirements in these chapter 11 cases and is in a format the Debtors believe is acceptable to the United States Trustee. The financial statements and supplemental information contained herein are preliminary, unaudited and may not comply in all material respects with accounting principles generally accepted in the United States ("GAAP"). In addition, certain of the financial statements and supplemental information contained herein represent consolidated information (e.g., RAIT Financial Trust and its consolidated subsidiaries). The unaudited consolidated financial statements have been derived from the books and records of the Debtors. This information, however, has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP, and upon application of such procedures the financial information could be subject to material change. The MOR should not be relied upon by any persons for information relating to current or future financial conditions, events, or performance of any of the Debtors. |
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The information furnished in this report includes normal recurring adjustments, but may not include all adjustments that would typically be made for financial information in accordance with GAAP.
The consolidated results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of the Debtors' operations, their financial position and the schedule of receipts and disbursements in the future. The Debtors caution readers not to place undue reliance upon the MOR. There can be no assurance that such information is complete and the MOR may be subject to revision.
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2. |
Accuracy. The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicable non‐bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against the Debtors should evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no responsibility to indicate variations from securities laws or for any evaluations of the Debtors based on this financial information or any other information. |
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3. |
Liabilities Subject to Compromise. Liabilities subject to compromise have been reported at the amounts recorded on the Debtors' books and records as of the date of the report. The amounts classified as liabilities subject to compromise in the financial statements included herein are preliminary and may be subject to future adjustments depending on Bankruptcy Court actions, developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, reconciliation of claims, and other events. |
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4. |
Reservation of Rights. The Debtors reserve all rights to amend or supplement the MOR in all respects, as may be necessary or appropriate. Nothing contained in this MOR shall constitute a waiver of any of the Debtors' rights or an admission with respect to their chapter 11 cases. |
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5. |
Reporting Period. Unless otherwise noted herein, the MOR generally reflects the Debtors' books and records and financial activity occurring during the applicable reporting period. Except as otherwise noted, no adjustments have been made for activity occurring after the close of the reporting period. |
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6. |
Consolidated Entity Accounts Payable and Disbursement Systems. Cash is received and disbursed by the Debtors as described in the Motion of Debtors for |
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Entry of Interim and Final Orders (I) Authorizing The Debtors To (A) Continue To Operate Their Cash Management System, (B) Honor Certain Prepetition
Obligations Related Thereto, (C) Maintain Existing Business Forms, And (D) Continue To Perform Intercompany Transactions, (II) Suspending The Requirements Contained In Section 345(B) Of The Bankruptcy Code, and (III) Granting Related Relief [Docket No. 4, 32 and 122]
FORM Notes PAGE 3 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 4 of 16
Global Notes and Statements of Limitations (cont.)
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7. |
Debtor & Non-Debtor Activities. To the best of the Debtors’ ability, the information shown in this MOR is for the 7 Debtor entities. In that regard, MOR-2 (Statement of Operations) and MOR-3 (Balance Sheet) include individual data for Debtors, with aggregated activity for all non-Debtors, and aggregated intercompany eliminations accross Debtors and non-Debtors. Historically, financial statements have only been produced by the Debtors on a consolidated basis (e.g., RAIT Financial Trust and its consolidated subsidiaries), and accounting processes and general ledger activity have occurred to support preparation of these consolidated financial statements, and not stand-alone financial statements for each Debtor. Accordingly, each Debtor’s individual information within MOR-2 and MOR-3 may not be in accordance with GAAP. As such. relying upon an unconsolidated view of each Debtor may be misleading and is being shown only for the purposes of complying with MOR reporting requirements. |
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FORM Notes PAGE 4 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 5 of 16
FORM MOR-1a
PAGE 5 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 6 of 16
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RAIT FUNDING LLC |
Case No. 19-11915 (BLS) |
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Debtor |
Reporting Period: 11/01/19 - 11/30/19 |
MOR-1b
Bank Reconciliation
As of November 30, 2019
The Debtors hereby submit this attestation in lieu of providing copies of bank statements, bank reconciliations, and cash disbursement journals.
Attached to MOR-1a is a listing of all Debtor bank accounts, by account number, with period ending book balances. The Debtors affirm these accounts are reconciled monthly in accordance with the Debtors' ordinary course accounting practices and are available to the United States Trustee upon request. Further, the Debtors affirm that cash bank statements and cash disbursement journals are maintained in accordance with the Debtors' ordinary course accounting practices and are available to the United States Trustee upon request.
/s/ Alfred Dilmore12/29/2019
Signature of Authorized IndividualDate
Alfred DilmoreChief Financial Officer
Printed Name of Authorized IndividualTitle of Authorized Individual
FORM MOR-1b - Bank Rec
PAGE 6 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 7 of 16
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RAIT FUNDING LLC |
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Case No. |
19-11915 (BLS) |
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Debtor |
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Reporting Period: |
11/01/19 - 11/30/19 |
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MOR-1b (cont.) |
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Book Balances |
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As of November 30, 2019 |
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($ in thousands) |
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Entity |
Bank |
Account No. (1) |
Description |
Ending Book Balance |
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RAIT Financial Trust |
Citibank NA |
*2169 |
Operating |
$ |
3,919 |
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RAIT Financial Trust |
Citibank NA |
*1136 |
MMA |
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6,534 |
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RAIT Financial Trust |
Citibank NA |
*0232 |
MMA |
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20,720 |
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Taberna Realty Finance Trust |
Citibank NA |
*0397 |
Operating |
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8,878 |
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RAIT Funding LLC |
Citibank NA |
*5657 |
Operating |
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43 |
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RAIT JV TRS LLC |
Citibank NA |
*9356 |
Operating |
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8 |
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RAIT Financial Trust |
Wilmington Trust |
*4000 |
Escrow |
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- |
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Taberna Realty Finance Trust |
Wilmington Trust |
*9000 |
Escrow |
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- |
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Total Debtors Book Cash |
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$ |
40,102 |
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(1) |
Represents last four digits of account number |
FORM MOR-1b - Book Balances
PAGE 7 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 8 of 16
(1) Actual U.S. Trustee quarterly fee will be determined during the filing of the December 2019 MOR.
FORM MOR-1b - UST Fee PAGE 8 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 9 of 16
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RAIT FUNDING LLC |
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Case No. |
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19-11915 (BLS) |
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Debtor |
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Reporting Period: |
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11/01/19 - 11/30/19 |
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MOR-1c |
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Schedule of Professional Fees Paid |
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For the Period From November 1, 2019 to November 30, 2019 |
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($ in thousands) |
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Schedule of Professional Fees Paid |
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Check/Wire |
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Current Period Payments |
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Amount Paid Since Filing |
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Professional |
Period Covered |
Payor |
Number |
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Fees |
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Expenses |
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Total |
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Fees |
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Expenses |
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Total |
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EPIQ |
Oct. '19 |
RAIT Financial Trust |
Wire |
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11/22/2019 |
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$ |
56 |
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$ |
- |
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$ |
56 |
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$ |
124 |
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$ |
- |
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$ |
124 |
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UBS |
Sep. - Nov. '19 |
RAIT Financial Trust |
Wire |
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11/22/2019 |
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450 |
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- |
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450 |
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450 |
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450 |
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U.S. Trustee Fee |
Sep. '19 |
RAIT Financial Trust |
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- |
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- |
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- |
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- |
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- |
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7 |
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- |
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7 |
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Total |
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$ |
506 |
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$ |
- |
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$ |
506 |
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$ |
581 |
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$ |
- |
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$ |
581 |
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FORM MOR-1c PAGE 9 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 10 of 16
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RAIT FUNDING LLC |
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Case No. |
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19-11915 (BLS) |
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Debtor |
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Reporting Period: |
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11/01/19 - 11/30/19
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|
MOR-2 |
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|
Statement of Operations |
|
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|
For the Period From November 1, 2019 to November 30, 2019 |
|
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|
|
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|
|||||
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
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|
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|
Entity |
RAIT FUNDING, LLC |
|
RAIT FINANCIAL TRUST |
|
RAIT GENERAL, INC. |
|
RAIT LIMITED, INC. |
|
TABERNA REALTY FINANCE TRUST |
|
RAIT JV TRS, LLC |
|
RAIT JV TRS SUB, LLC |
|
Non-Debtors |
|
Eliminations |
|
Total |
|
||||||||||
|
Case No. |
19-11915 |
|
19-11916 |
|
19-11917 |
|
19-11918 |
|
19-11919 |
|
19-11920 |
|
19-11921 |
|
|
|
|
|
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|
|
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|
|||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment interest income |
$ |
- |
|
$ |
30 |
|
$ |
- |
|
$ |
- |
|
$ |
75 |
|
$ |
- |
|
$ |
- |
|
$ |
2,647 |
|
$ |
(1,556 |
) |
$ |
1,195 |
|
|
Investment interest expense |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(585 |
) |
|
- |
|
|
(585 |
) |
|
Net interest margin |
$ |
- |
|
$ |
30 |
|
$ |
- |
|
$ |
- |
|
$ |
75 |
|
$ |
- |
|
$ |
- |
|
$ |
2,062 |
|
$ |
(1,556 |
) |
$ |
610 |
|
|
Property income |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,164 |
|
|
(31 |
) |
|
1,133 |
|
|
Fee and other income |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
25 |
|
|
(17 |
) |
|
8 |
|
|
Total revenue |
$ |
- |
|
$ |
30 |
|
$ |
- |
|
$ |
- |
|
$ |
75 |
|
$ |
- |
|
$ |
- |
|
$ |
3,251 |
|
$ |
(1,604 |
) |
$ |
1,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(1,824 |
) |
|
1,556 |
|
|
(268 |
) |
|
Real estate operating expense |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(565 |
) |
|
31 |
|
|
(533 |
) |
|
Property management expenses |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(39 |
) |
|
- |
|
|
(39 |
) |
|
General and administrative expenses |
|
(0 |
) |
|
(849 |
) |
|
- |
|
|
- |
|
|
(6 |
) |
|
- |
|
|
- |
|
|
(304 |
) |
|
17 |
|
|
(1,141 |
) |
|
Provision for losses |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
180 |
|
|
- |
|
|
180 |
|
|
Depreciation and amortization expense |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(395 |
) |
|
- |
|
|
(395 |
) |
|
Total expenses |
$ |
(0 |
) |
$ |
(849 |
) |
$ |
- |
|
$ |
- |
|
$ |
(6 |
) |
$ |
- |
|
$ |
- |
|
$ |
(2,946 |
) |
$ |
1,604 |
|
$ |
(2,196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating (Loss) Income |
$ |
(0 |
) |
$ |
(819 |
) |
$ |
- |
|
$ |
- |
|
$ |
69 |
|
$ |
- |
|
$ |
- |
|
$ |
305 |
|
$ |
- |
|
$ |
(445 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income (expense), net |
|
- |
|
|
0 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
26 |
|
|
- |
|
|
26 |
|
|
(Gains) / Losses on assets |
|
(0 |
) |
|
(608 |
) |
|
- |
|
|
- |
|
|
69 |
|
|
- |
|
|
- |
|
|
120 |
|
|
- |
|
|
(419 |
) |
|
Gains (losses) on extinguishments of debt |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
Reorganization items, net |
|
- |
|
|
(1,449 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(1,449 |
) |
|
Income (loss) before taxes |
$ |
(0 |
) |
$ |
(2,057 |
) |
$ |
- |
|
$ |
- |
|
$ |
69 |
|
$ |
- |
|
$ |
- |
|
$ |
120 |
|
$ |
- |
|
$ |
(1,867 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit (provision) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
$ |
(0 |
) |
$ |
(2,057 |
) |
$ |
- |
|
$ |
- |
|
$ |
69 |
|
$ |
- |
|
$ |
- |
|
$ |
120 |
|
$ |
- |
|
$ |
(1,867 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
.
FORM MOR-2
PAGE 10 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 11 of 16
|
RAIT FUNDING LLC |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Case No. |
|
19-11915 (BLS) |
|
||
|
Debtor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Period: |
|
11/01/19 - 11/30/19 |
|
||
|
MOR-3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Balance Sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of November 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entity |
RAIT FUNDING, LLC |
|
RAIT FINANCIAL TRUST |
|
RAIT GENERAL, INC. |
|
RAIT LIMITED, INC. |
|
TABERNA REALTY FINANCE TRUST |
|
RAIT JV TRS, LLC |
|
RAIT JV TRS SUB, LLC |
|
Non-Debtors |
|
Eliminations |
|
Total |
|
||||||||||
|
Case No. |
19-11915 |
|
19-11916 |
|
19-11917 |
|
19-11918 |
|
19-11919 |
|
19-11920 |
|
19-11921 |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in mortgage loans, net |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
5,099 |
|
$ |
- |
|
$ |
- |
|
$ |
361,041 |
|
$ |
(106,668 |
) |
$ |
259,472 |
|
|
Investments in real estate, net of accumulated depreciation |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
112,253 |
|
|
- |
|
|
112,253 |
|
|
Cash and cash equivalents |
|
43 |
|
|
31,173 |
|
|
- |
|
|
- |
|
|
8,878 |
|
|
8 |
|
|
- |
|
|
4,421 |
|
|
- |
|
|
44,523 |
|
|
Restricted cash |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
41,241 |
|
|
- |
|
|
41,241 |
|
|
Accrued interest receivable |
|
- |
|
|
59 |
|
|
- |
|
|
- |
|
|
160 |
|
|
- |
|
|
- |
|
|
23,099 |
|
|
(8,879 |
) |
|
14,439 |
|
|
Other assets |
|
100 |
|
|
950 |
|
|
- |
|
|
- |
|
|
(21 |
) |
|
- |
|
|
539 |
|
|
462,517 |
|
|
(455,446 |
) |
|
8,640 |
|
|
Intangible assets, net of accumulated amortization |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,083 |
|
|
- |
|
|
1,083 |
|
|
Total assets |
$ |
143 |
|
$ |
32,182 |
|
$ |
- |
|
$ |
- |
|
$ |
14,116 |
|
$ |
8 |
|
$ |
539 |
|
$ |
1,005,654 |
|
$ |
(570,992 |
) |
$ |
481,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities & Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indebtedness, net of unamortized discounts, and def. fin. costs |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
541,334 |
|
$ |
(292,004 |
) |
$ |
249,330 |
|
|
Accrued interest payable |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
9,333 |
|
|
(8,879 |
) |
|
454 |
|
|
Accrued expenses |
|
- |
|
|
5,310 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(0 |
) |
|
1,320 |
|
|
- |
|
|
6,630 |
|
|
Accounts payable |
|
- |
|
|
1 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
47 |
|
|
- |
|
|
48 |
|
|
Deferred taxes and other liabilities |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
17,979 |
|
|
(800 |
) |
|
17,179 |
|
|
Total liabilities not subject to compromise |
$ |
- |
|
$ |
5,311 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
(0 |
) |
$ |
570,012 |
|
$ |
(301,682 |
) |
$ |
273,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities Subject to Compromise |
|
23,750 |
|
|
123,453 |
|
|
- |
|
|
- |
|
|
18,671 |
|
|
- |
|
|
1 |
|
|
- |
|
|
- |
|
|
165,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
$ |
23,750 |
|
$ |
128,764 |
|
$ |
- |
|
$ |
- |
|
$ |
18,671 |
|
$ |
- |
|
$ |
1 |
|
$ |
570,012 |
|
$ |
(301,682 |
) |
$ |
439,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding |
|
- |
|
|
2,874 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
2,874 |
|
|
Additional paid in capital |
|
- |
|
|
2,099,281 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
494,336 |
|
|
(491,113 |
) |
|
2,102,504 |
|
|
Accumulated other comprehensive income (loss) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
12,673 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
12,673 |
|
|
Retained earnings (deficit) |
|
(54,520 |
) |
|
(956,475 |
) |
|
- |
|
|
- |
|
|
(656,899 |
) |
|
- |
|
|
(5,412 |
) |
|
(254,455 |
) |
|
(148,155 |
) |
|
(2,075,917 |
) |
|
Non-controlling interest |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
876 |
|
|
(876 |
) |
|
- |
|
|
Intercompany contributions/distributions |
|
30,913 |
|
|
(1,242,261 |
) |
|
- |
|
|
- |
|
|
639,672 |
|
|
8 |
|
|
5,950 |
|
|
194,885 |
|
|
370,834 |
|
|
0 |
|
|
Total equity |
$ |
(23,607 |
) |
$ |
(96,582 |
) |
$ |
- |
|
$ |
- |
|
$ |
(4,555 |
) |
$ |
8 |
|
$ |
538 |
|
$ |
435,641 |
|
$ |
(269,309 |
) |
$ |
42,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities & equity |
$ |
143 |
|
$ |
32,182 |
|
$ |
- |
|
$ |
- |
|
$ |
14,116 |
|
$ |
8 |
|
$ |
539 |
|
$ |
1,005,654 |
|
$ |
(570,992 |
) |
$ |
481,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORM MOR-3
PAGE 11 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 12 of 16
FORM Supp Sch
PAGE 12 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 13 of 16
MOR-4a
Status of Post-Petition Taxes
As of November 30, 2019
The Debtors have paid and are paying all undisputed post-petition taxes as they come due. Copies of filed tax returns and IRS forms, if applicable for this reporting period, are available to the U.S. Trustee upon request.
|
/s/ Alfred Dilmore |
|
12/29/2019 |
|
|
Signature of Authorized Individual |
|
Date |
|
|
|
|
|
|
|
Alfred Dilmore |
|
Chief Financial Officer |
|
|
Printed Name of Authorized Individual |
|
Title of Authorized Individual |
|
|
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|
|
|
FORM MOR-4a PAGE 13 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 14 of 16
FORM MOR-4b PAGE 14 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 15 of 16
|
RAIT FUNDING LLC |
|
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Case No. |
|
19-11915 (BLS) |
|
||
|
Debtor |
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|
Reporting Period: |
|
11/01/19 - 11/30/19 |
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||
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|
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|
MOR-5a |
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|
|
|
|
|
Accounts Receivable Balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of November 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
($ in thousands) |
Current-30 Days |
|
31-60 Days |
|
61-90 Days |
|
Over 90 Days |
|
Total A/R |
|
|||||
|
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
Total Accounts Receivable |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Accrued AR |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
Credit Balance Adjustment |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
(-) Allowance for Doubtful Accounts |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
Total Net Accounts Receivable |
|
|
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Accounts Receivable Reconciliation |
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|
|
|
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|
Beginning A/R Balance, Net |
|
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|
|
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|
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|
(-) Total AR Cash Collections During the Period |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
(+) Change in Allowance for Doubtful Accounts |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
(+) Credit Balance Adjustment |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
(+) Net Sales During the Period Related to AR |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
Ending A/R Balance, Net |
|
|
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
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|
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FORM MOR-5a PAGE 15 OF 16
Case 19-11915-BLS Doc 309 Filed 12/30/19 Page 16 of 16
|
RAIT FUNDING LLC |
Case No. |
19-11915 (BLS) |
|
Debtor |
Reporting Period: |
11/01/19 - 11/30/19 |
|
|
|
|
|
MOR-5b |
|
|
|
Debtor Questionnaire |
|
|
|
For the Period From November 1, 2019 to November 30, 2019 |
|
|
|
|
|
|
|
|
Yes |
No |
|
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. |
|
x |
|
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below (1) |
|
x |
|
3. Have all post‐petition tax returns been timely filed? If no, provide an explanation below. |
x |
|
|
4. Are workers' compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. |
x |
|
|
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001‐3. |
|
x |
|
|
|
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|
|
(1)
Answer is specific to only Debtor related funds. Non-Debtor entities are continuing to disburse funds in the normal course.
FORM MOR-5b
PAGE 16 OF 16