/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/080705.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, July 5, 2008, Vol. 12, No. 159 Headlines ATA AIRLINES: Submits May 1 to 31, 2008 Operating Report BUFFETS HOLDINGS: Incurs $513,397,244 Loss in Month Ended May 28 DELTA FINANCIAL: Earns $34,584,238 in Month Ended May 30, 2008 DURA AUTOMOTIVE: Incurs May 2008 Net Loss of $14,351,000 EDUCATION RESOURCES: Files Schedules of Assets and Liabilities FRONTIER AIRLINES: Posts Net Loss of $21,966,000 in May 31, 2008 KITTY HAWK: Incurs $173,275 Net Loss in April 2008 KITTY HAWK: KH Ground Files April 2008 Report KITTY HAWK: Kitty Hawk Cargo Files April 2008 Report KITTY HAWK: Kitty Hawk AirCargo Files April 2008 Report KITTY HAWK: Kitty Hawk Ground Files April 2008 Report LEVITT AND SONS: Delivers May 2008 Monthly Operating Report PRC LLC: Discloses May 2008 Net Loss of $4,398,000 SHARPER IMAGE: Posts Net Loss of $9,889,159 in May 2008 TROPICANA ENTERTAINMENT: Earns $19,430,000 in Month Ended May 31 ********* ATA AIRLINES: Submits May 1 to 31, 2008 Operating Report -------------------------------------------------------- ATA Airlines, Inc., Chief Restructuring Officer Steve Turoff delivered to the U.S. Bankruptcy Court for the Southern District of Indiana on June 30, 2008, ATA's monthly operating report for the period May 1 to 31, 2008. For the month of May, Mr. Turoff disclosed, ATA had ($5,063,235) in cash profit and $548,134 in total payables. The total professional fees incurred by or on behalf of ATA Airlines during the reporting period is $1,203,152, of which $1,174,884, was incurred related to bankruptcy. ATA Airlines, Inc. Receipts and Disbursements Month Ended May 31, 2008 RECEIPTS: Military - Charter - Scheduled Service US Bank - Amex - Discover - Diner's Club - Other Scheduled Service - Asset Sales--Inventory - Asset Sales--Ground Equipment - Asset Sales--Rotables - Return of Deposits/Prepaids - Cash Collateral/LOCs 99,433 Interest 77,396 Miscellaneous 170,824 ------------ Total $347,653 ============ DISBURSEMENTS: Base Payroll Inc. All Taxes 939,223 Stay Bonus 480,018 Benefits 97,585 Employee Expense Payments 647,250 Facilities 176,992 Utilities/Communications 68,810 Contract Labor 8,245 Professionals - Professionals--Creditors Committee - Professionals--Bank - Professional Fees--Ordinary Course - US Trustee 32,600 Aircraft Ferry Cost - Engine Changes/Certificate Mx 36,888 Insurance--D&O/Misc. 231,069 Health Insurance Run-off Reserve 1,500,000 Cobra Reserve 1,000,000 Security - Shipping/Cargo 87,105 Returned Checks - Miscellaneous 105,102 ------------ Total $5,410,888 ============ Beginning Balance 28,795,942 Receipts 347,653 Disbursements (5,410,888) ------------ Ending Balance $23,732,707 ============ About ATA Airlines Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a diversified passenger airline operating in two principal business lines -- a low cost carrier providing scheduled passenger service that leverages a code share agreement with Southwest Airlines; and a charter operator that focused primarily on providing charter service to the U.S. government and military. ATA is a wholly owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned subsidiary of New ATA Investment, Inc., which in turn, is a wholly owned subsidiary of Global Aero Logistics Inc. ATA Acquisition also owns another holding company subsidiary, World Air Holdings, Inc., which it acquired through merger on August 14, 2007. World Air Holdings owns and operates two other airlines, North American Airlines and World Airways. ATA Airlines and its affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). The Honorable Basil H. Lorch III confirmed the Debtors' plan of reorganization on Jan. 31, 2006. The Debtors' emerged from bankruptcy on Feb. 28, 2006. Global Aero Logistics acquired certain of ATA's operations after its first bankruptcy. The remaining ATA affiliates that were not substantively consolidated in the company's first bankruptcy case were sold or otherwise liquidated. ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D. Ind. Case No. 08-03675), citing the unexpected cancellation of a key contract for ATA's military charter business, which made it impossible for ATA to obtain additional capital to sustain its operations or restructure the business. ATA discontinued all operations subsequent to the bankruptcy filing. ATA's Chapter 22 bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. The Debtor is represented in its Chapter 22 case by Haynes and Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel. The United States Trustee for Region 10 appointed five members to the Official Committee of Unsecured Creditors. Otterbourg, Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to the Committee. FTI Consulting, Inc., acts as the panel's financial advisors. The Debtors have until July 31, 2008, to exclusively file their bankruptcy plan. (ATA Airlines Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000). BUFFETS HOLDINGS: Incurs $513,397,244 Loss in Month Ended May 28 ---------------------------------------------------------------- Buffets Holdings, Inc. Balance Sheet As of May 28, 2008 ASSETS Current Assets: Cash on Hand - drawer $1,378,262 Total depository account 6,781,957 Temporary investments 74,001,107 Cash 14,141,704 -------------- Total cash & cash equivalents 96,303,030 Receivables-landlord 15,714 Credit card receivables 1,688,656 Intercompany 0 Total rebates receivable 4,805,308 Accounts receivable 962,740 Due to/From affiliate (312,368) -------------- Total Receivables 7,160,050 Inventory 30,414,809 -------------- Total Inventories 30,414,809 Restricted cash 2,803,448 Employee advances 29,396 Escrow deposits - short term 938,158 Deposits - prefunded LC - current 6,735,461 Prepaid car leases 15,513 Prepaid Insurance 1,352,436 Prepaid rent 788,484 Prepaid other 2,861,260 Prepaid advertising 8,957,670 Prepaid rent escrow 80,467 Notes receivable - short term 9,258 -------------- Total prepaid expenses & other assets 21,768,104 Assets held for sale 3,794,350 Deferred income taxes - current 14,370,000 Deferred tax valuation allowance - current (14,370,000) -------------- Total current assets 162,243,790 Cabinet division inventory 5,184,400 Corporate inventory 718,753 Proceeds of sale clearing account 0 Land 9,298,836 Building 5,432,213 Accumulated depreciation - building (818,574) Leasehold improvement 167,989,325 Accumulated amortization (93,354,665) Equipment 225,453,157 Accumulated depreciation - equipment (134,079,186) Automobile 199,173 Accumulated depreciation - auto (63,740) Assets to be sold - PP&E 16,014,394 Accumulated depreciation - assets to be sold (20,807) -------------- Total property, plant & equipment, net 201,953,278 Goodwill 120,366,181 Intellectual property 0 Acquisition costs 18,133,818 -------------- Total goodwill 138,499,999 Deferred income taxes - non-current 31,552,574 Deferred tax valuation allowance - non-current (31,552,574) Liquor licenses 343,681 Leasehold interest 1,566,279 Recipes 2,177,684 Trademark 56,600,000 -------------- Total other intangible assets 60,687,644 Prepaid rent deposits 382,986 Deposits 6,302,683 Investments in subsidiaries 0 Interest rate swap 0 Total debt issuance costs 39,272,249 Total accum. amortization debt issuance costs (9,008,920) Notes receivable from subsidiaries 0 Total notes receivable - long term 15,434 -------------- Total other noncurrent assets 36,964,432 Total assets $600,349,143 ============== LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities: Accounts payable - prepetition $25,967,107 Accounts payable - postpetition 39,051,854 COD Clearing 0 Misc. accruals - restaurant level 8,130,041 Misc. accruals - corp level 5,112,595 -------------- Total accounts payable 78,261,597 Accrued 401(k) 611,084 Accrued payroll 12,246,577 Accrued bonus 3,087,928 Accrued payroll taxes 4,115,031 Accrued vacation 7,337,398 -------------- Total accrued compensation 27,398,018 Accrued insurance - auto 18,285 Accrued insurance - general liability 14,810,350 Accrued insurance - other 4,192,358 -------------- Total accrued insurance 19,020,993 Accrued percentage rent 952,207 Accrued interest - short term 27,316,714 Accrued property taxes 7,936,286 Accrued postage 1,604 Accrued advertising 622,829 Accrued liabilities - other 17,079,631 Deferred income - current 152,017 -------------- Total other accrued liabilities 54,061,288 Gift certificates/gift cards 4,878,163 Cash receipts suspense 300,419 Workers compensation payable 22,096,663 Lease rejection claims reserve 25,105,446 Sales/Use tax payable 7,719,219 Accrued restaurant closing costs 1,353,045 -------------- Total accrued liabilities 161,933,252 Income taxes payable (989,206) Estimated income taxes 346,000 -------------- Total income taxes payable (643,206) Current maturities of long-term debt 5,300,000 Short term borrowings 56,300,000 Short term borrowings - DIP 82,753,541 Short term borrowings - vendor LC draws 5,913,580 -------------- Total current liabilities 389,818,765 Notes payable to parent 0 Senior debt - bank 518,728,000 Senior debt - public 300,000,000 -------------- Total long-term debt 818,728,000 Accrued rent 44,698,546 Deferred Income tax 26,872,869 Income tax payable - non-current 27,622,276 Long term sublease deposits 33,905 Post retirement benefits payable 22,022 Total deferred income 6,064,356 Total other long-term liabilities 6,120,283 Total non-current liabilities 924,041,974 Total liabilities 1,313,860,739 Shareholders' Equity: Capital Stock 31,045 Additional paid in capital 81,601 Contributed capital 0 Interco contributions (distributions) 0 Dividends paid (interco) 0 Dividends received (interco) 0 Accum other comprehensive income 14,552 Dividends paid to shareholders (101,164,801) Retained earnings (99,076,749) Level 8 profit/loss (513,397,244) -------------- Retained earnings (713,638,794) Total shareholders' equity (713,511,597) Total liabilities & Stockholders' equity $600,349,143 ============== Buffets Holdings, Inc. Income Statement For the month ended May 28, 2008 Total sales $1,439,321,719 Total food cost 500,871,482 Total labor 432,928,906 Operating costs 196,546,708 Occupancy costs 181,776,398 Total DIR & O/C 378,323,105 -------------- Total restaurant costs 1,312,123,493 -------------- Restaurant profit 127,198,226 Total G&A Expense 63,819,495 Marketing 36,770,231 -------------- Total SG&A Expense 100,589,727 Closed restaurant costs 4,833,875 Impairment costs 400,392,913 Loss on litigation settlement 130,826 Merger/integration costs 4,462,870 Reorganization costs 40,916,742 Bonus - EBITDA Plan 1,766,666 -------------- Earnings from operations (425,895,392) Other income (expense) Franchise income 768,861 Interest income 211,681 Interest expense (83,916,929) Other income (expense) 117,688 Loss related to refinancing (1,950,528) Net Worth Tax (370,111) Intercompany - -------------- Total other income (expense) (85,139,339) -------------- Earnings before tax (511,034,731) Net worth tax 0 Income taxes 2,362,512 -------------- Net earnings (loss) ($513,397,244) ============== Buffets Holdings, Inc. Schedule of Cash Receipts & Disbursements For the month ended May 28, 2008 Cash Receipts (inc. Sales tax): Cash receipts $75,389 Credit card 51,143 -------------- 126,532 Receipts (Gift card usage) 0 Rebates, other 1,199 -------------- Total cash receipts 127,730 Operating Disbursements: A/P Check 8,221 EFT 62,376 Change in trade terms (4,402) Payroll 36,906 Rent (Cash occupancy) 5,478 Sales tax 7,838 Other operating 54 -------------- Total operating disbursements 116,471 -------------- Net operating cash flows 11,259 Non-operating Disbursements (Receipts): Income tax 0 Total CapEx 1,761 Professional fees, inc. holdbacks 983 Closed restaurant costs 0 Deposits (Utility) 14 Other 0 Cash (Proceeds) from asset sales 0 -------------- Total non-operating disbursements 2,758 Financing Payments: Interest expense 87 Interest (income) (50) DIP Fees/other 0 Principal payments (175) -------------- Total financing disbursements (138) Total net disbursements 119,092 Net cash receipts (disbursements) $8,638 ============== About Buffets Holdings Headquartered in Eagan, Minnesota, Buffets Holdings Inc. -- http://www.buffet.com/-- is the parent company of Buffets, Inc., which operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse restaurants, and franchises sixteen steak-buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain brands. Buffets, Inc. employs approximately 37,000 team members and serves approximately 200 million customers annually. The company and all of its subsidiaries filed Chapter 11 protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims and balloting agent. The U.S Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Otterbourg Steindler Houston & Rosen PC as counsel. The Debtors have until Sept. 30, 2008, to exclusively file a plan. (Buffets Holdings Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). DELTA FINANCIAL: Earns $34,584,238 in Month Ended May 30, 2008 -------------------------------------------------------------- Delta Financial Corp. and Subsidiaries Unaudited Consolidated Balance Sheet As of May 30, 2008 Assets Cash and cash equivalents $7,193,406 Mortgage loans held for sale, net 0 Mortgage loans held for investment, net of discount and deferred fees 0 Less: allowance for loan losses 0 ---------- Mortgage loans held for investment, net 0 ---------- Trustee receivable 0 Accrued interest receivable 0 Excess cash flow certificates 0 Equipment, net 0 Accounts receivable 10,590,506 Prepaid and other assets 5,629,821 Deferred tax asset 0 ----------- Total Assets $23,413,734 =========== Liabilities and Stockholder's Equity Liabilities: Bank payable $0 Warehouse financing 0 Financing on mortgage loans held for investment, net 0 Other borrowings 0 Accrued interest payable 0 Accounts payable and other liabilities $11,513,971 Long term liabilities 5,274,030 Deferred tax liability 0 ----------- Total Liabilities 16,788,002 Stockholders' Equity: Preferred stock - REIT 0 Common stock 254,792 Additional paid-in capital 158,301,751 Retained earnings (accumulated deficit) (150,612,656) Accumulated other comprehensive income (loss) 0 Treasury stock, at cost (1,318,154) ----------- Total stockholders' equity $6,625,732 ----------- Total liabilities and stockholders' equity $23,413,734 =========== Delta Financial Corp. and Subsidiaries Unaudited Consolidated Statements of Operations Consolidated Statements of Operations For the Five Months Ended May 30, 2008 Interest income $135,320 Interest expense (1,225,869) ----------- Net interest income (1,090,549) Provision for loan loss 0 ----------- Net interest income after provision for loan loss (1,090,549) Non-interest income Net gain on sale of mortgage loans (190,828) Other income 42,882,369 ----------- Total non-interest income 42,691,540 Non-interest expense Payroll and related costs 1,915,615 General and administrative 5,101,137 (Gain) loss on derivative instruments 0 ----------- Total non-interest expense 7,016,753 Income (loss) before income tax expense (benefit) 34,584,238 Provision for income tax expense (benefit) 0 ----------- Net income (loss) $34,584,238 =========== Delta Financial Corp. and Subsidiaries Schedule of Cash Receipts and Disbursements For the Month Ended May 30, 2008 Cash - beginning of month $8,134,145 Receipts: Deposits 90,163 Bank interest 11,971 Loans and advances - Intercompany 40,346 Other and voided checks - Transfers (from/to DIP accounts) 40,858 ----------- Total receipts 183,340 Disbursements: Payroll and related costs Payroll (81,716) Payroll tax (31,934) Employee benefits (55,454) Payroll related (temp/consultant fees, BOD fees, ADP fees,etc.) (25,635) ----------- Total payroll and related costs (194,741) General and administrative (86,905) Private investor payments - Professional fees (842,333) Taxes - US Trustee payments - Other payments (100) ----------- Total disbursements (1,124,080) ----------- Net cash flow (940,739) ----------- Cash - end of month $7,193,406 =========== Since January 2008, the Debtors have made payments to these retained professionals: Professional Role Fees Expenses ------------ ---- ---- -------- AlixPartners, LLP Claims Agent $93,813 $41,732 to Debtors Morrison & Foerster General Bankruptcy 440,863 15,578 Counsel to Debtors FTI Consulting Financial Advisors 163,886 1,644 to Debtors Pepper Hamilton LLP Delaware Counsel 87,794 14,668 to Debtors Weiser LLP Financial Advisor 52,548 39 to Committee Landis Rath & Cobb LLP Delaware Counsel 22,905 1,771 to Committee Epiq Systems - 101 7 Crowell & Moring - 195 - CT Corporation - 10,367 - Pentalpha Group LLC - 36,868 1,132 Goldstein Jones LLP - 1,725 120 Jenner & Block LLP - 94,496 5,157 ---------- ------- Total $1,005,566 $81,853 About Delta Financial Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) -- http://www.deltafinancial.com/-- is a Woodbury, New York-based specialty consumer finance company that originates, securitizes and sells non-conforming mortgage loans. The company filed a chapter 11 petition on December 17, 2007 (Bankr. D. Del. Lead Case No. 07-11880). On the same day, three affiliates filed separate chapter 11 petitions -- Delta Funding Corp., Renaissance Mortgage Acceptance Corp., and Renaissance R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to 07-11883). The Debtors' petition listed D.B. Structured Products Inc. as their largest unsecured creditor holding a $19,500,000 claim. The Debtors selected Morrison & Foerster LLP as their general bankruptcy counsel and David B. Stratton, Esq. and James C. Carignan, Esq. at Pepper Hamilton LLP as their counsel. The Debtors hired AlixPartners LLP as their claims agent. The Official Committee of Unsecured Creditors retained Landis Rath & Cobb LLP as its Delaware counsel. The Debtors have asked for further extension to their exclusive plan filing period through July 25, 2008, and solicit and obtain acceptances of that plan, through Sept. 26, 2008. (Delta Financial Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). DURA AUTOMOTIVE: Incurs May 2008 Net Loss of $14,351,000 -------------------------------------------------------- DURA Automotive Systems, Inc., and Subsidiaries Condensed Combined Debtors-in-Possession Balance Sheet As of May 25, 2008 (Unaudited) (In thousands of dollars) ASSETS Current Assets: Cash and cash equivalents $4,364 Accounts receivables, net Trade 88,407 Other 10,505 Non-debtor subsidiaries 34,252 Inventories 52,968 Other current assets 26,200 ---------- Total current assets 216,696 ---------- Property, plant and equipment, net 120,318 Notes receivable from Non-debtors subsidiaries 198,293 Investment in Non-debtors subsidiaries 790,647 Other noncurrent assets 7,043 ---------- Total assets $1,332,997 ========== LIABILITIES AND STOCKHOLDER'S INVESTMENT Current Liabilities Not Subject to Compromise: Debtors-in-possession financing $200,528 Accounts payable 32,287 Accounts payable to non-debtors subsidiaries 2,330 Accrued liabilities 81,091 ---------- Total Current Liabilities Not Subject 316,236 to compromise ---------- Long-term Liabilities Notes payable to non-debtors subsidiaries 10,242 Other noncurrent liabilities 44,912 Liabilities Subject to Compromise 1,309,431 ---------- Total Liabilities 1,680,821 Stockholders' Investment (347,824) ---------- Total Liabilities and Stockholders' Investment $1,332,997 ========== DURA Automotive Systems, Inc., and Subsidiaries Condensed Combined Debtors-in-Possession Statement of Operations For the Four Weeks Ended May 25,2008 Unaudited (In thousands of dollars) Total sales $46,796 Cost of sales 45,598 ---------- Gross profit(loss) 1,198 Selling, general&administrative expenses 4,467 Facility consolidation, asset impairment and other charges 1,046 Amortization expense 19 ---------- Operating income(loss) (4,334) Interest expense, net 3,746 ---------- Income(loss) before reorganization items and income taxes (8,080) Reorganization items 6,247 ---------- Loss before income taxes (14,327) Provision for income taxes 24 ---------- Loss from continuing operations (14,351) Less from discontinued operations - ---------- Net income(loss) ($14,351) ========== DURA Automotive Systems, Inc., and Subsidiaries Condensed Combined Debtors-in-Possession Statement of Cash Flows For the Four Weeks Ended May 25,2008 (Unaudited) (In thousands of dollars) Operating Activities: Net income (loss) ($14,351) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, amortization and asset impairments 1,957 Amortization of deferred financing fees 805 Facility consolidation and other charges(credits) 1,046 (Gain)/loss on sale of assets - Reorganization items 6,247 Charges in other operating items: Accounts receivable 4,123 Inventories (2,537) Other current assets 1,049 Noncurrent sales 439 Accounts payable (7,518) Accrued liabilities (4,700) Noncurrent liabilities 517 Current intercompany transactions 1,331 ---------- Net cash provided by (used in)operating activities (11,592) Investing Activities: Purchases of property, plant equipment (212) Proceeds from sales of assets 434 ---------- Net cash provided by(used in)investing activities 222 Financing Activities: DIP Revolver net borrowings 16,655 DIP term payments (2,408) Debt issuance costs - ---------- Net cash provided by(used in)financing activities 14,247 Net change in cash&cash equivalents from continuing operations 2,877 Cash flows from discontinued operations (3,735) Cash & Cash equivalents, beginning balance 5,222 ---------- Cash & Cash Equivalents, ending Balance $4,364 ========== About DURA Rochester Hills, Michigan-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The company has three locations in Asia -- China, Japan and Korea. It has locations in Europe and Latin-America, particularly in Mexico, Germany and the United Kingdom. The Debtors filed for chapter 11 petition on Oct. 30, 2006, (Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at Kirkland & Ellis LLP are lead counsels for the Debtors' bankruptcy proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsels. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total assets and $1,623,632,000 in total liabilities. On April 3, 2008, the Court approved the Debtors' revised Disclosure Statement explaining their revised Chapter 11 plan of reorganization. The Debtors emerged from bankruptcy on June 2008. (Dura Automotive Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). EDUCATION RESOURCES: Files Schedules of Assets and Liabilities -------------------------------------------------------------- The Education Resources Institute Inc. delivered its schedules of assets and liabilities, disclosing: A. Real Property B. Personal Property B.1 Cash on hand $400 B.2 Bank Accounts U.S. Bank 569,484,018 Bank of America 97,763,911 Boston Private 41,775,505 RBS Citizens 46,077,780 UFSB 30,860,538 Merrill Lynch 1,520,105 Wachovia 1,455,024 Key Bank 45,979 B.9 Interests in Insurance Policies Ace American Insurance Co. unknown New York State Insurance Find unknown Philadelphia Insurance Company Commercial Automobile unknown Employee Benefits Administration Errors unknown Employee Benefits Errors & Omissions unknown General Liability unknown Professional Liability unknown Property Policy unknown Sexual or Physical Abuse Liability unknown Umbrella Policy unknown Travelers Company Commercial Crime unknown Directors and Officers Liability unknown Fiduciary Liability unknown Workers Compensation Insurance unknown B.12 Interests in IRA, ERISA, or other pension plans Retirement Plan for the Employees of TERI unknown B.13 Business Interests and stocks unknown B.16 Accounts Receivable Accrued Interest 3,846,545 Guarantee Fees 47,117,055 Notes Receivable FMC Corp. 3,100,680 Origination Fees 3,472,832 Other Receivables 729,334 Receivables Recoverable on Claim Payments 166,827,796 B.20 Other Contingent & Unliquidated Claims Residual Interest in National Collegiate Trust: 2001 CP-1 73,258 2002 CP-1 225,843 MSLT I 3,672,267 2003-1 4,155,427 2004-1 2,560,065 2004-2 3,919,101 2005-1 3,958,105 2005-2 2,767,051 2005-3 4,329,044 2006-1 2,434,486 2006-2 1,975,485 2006-3 13,499,087 2006-4 6,186,076 2007-1 5,360,351 2007-2 5,327,543 2007-3 2,926,960 2007-4 2,909,318 B.22 Patents unknown B.23 Licenses Reg#: 3027176 unknown Reg#: 3130718 unknown Reg#: 2035325 unknown Reg#: 2035326 unknown Pathways to College Network w/ Logo Reg#:Pending unknown Pathways to College Network w/ Logo (Black and White) Reg#: Pending unknown Reg#: 1487085 unknown Reg#: 3027179 unknown Reg#: 3027178 unknown The Educational Resource Institute unknown B.28 Office equipment, furnishings and supplies Computer Equipment 20,695 Furniture and Fixtures 248,544 B.29 Machinery Leasehold Improvements 576,892 Machinery and Equipment 15,610 B.35 Other Personal Property Prepaid 123,000 TSFI Note Receivable&Investment in Affiliate 2,263,059 TOTAL SCHEDULED ASSETS $1,083,609,918 ========================================================= C. Property Claimed as Exempt - D. Secured Claim National Collegiate Student Loan Trusts $481,886,032 RBS Citizens 46,077,780 JP Morgan Chase Bank One 38,644,288 Union Federal Savings Bank 30,860,538 Bank of America 21,641,163 Joint Integrated Pool 13,226,342 GMAC 5,808,995 National City Bank Deposit 3,891,551 National Collegiate Trust 1,577,506 St. Mathews 1,328,654 HSBC 842,634 Huntington Bank 813,895 SunTrust 427,906 All First-MedBest 292,821 Brazos Student 293,678 MSLT I–Trust Account 109,952 Key Bank 45,979 First National Bank Northeast 780 Guaranty Bank 35 E. Unsecured Priority Claims - F. Unsecured Non-priority Claims First Marblehead Education Resources 17,537,320 Zwicker & Associates Litigation Costs 287,321 Windham Professionals, Inc. 205,990 Performant Financial Corp 178,787 Van Ru Credit Corporation 165,697 Associated Credit Services 140,400 Credit Collection Services 122,935 Institute for Higher Ed Policy 110,500 Account Control Technology 94,500 Collection Company of America 79,675 Towers Perrin 61,175 Diversified Collection Services, Inc. 54,069 Lake Contracting Inc. 52,565 CBE Group, Inc. 50,425 DBRS 50,000 Douglas Gould & Co., Inc. 40,000 Deloitte Consulting LLP 39,775 GC Services, LP 37,200 CFO Solutions 37,045 NCO Financial Systems Inc. 35,610 Encouragement Services, Inc. 26,222 OSI Education Services Inc. 21,019 Credit Control Services 20,694 Performa Consulting Group 20,421 Focus Receivables Management, LLC 9,410 National City Bank 9,850 American Education Services 8,918 CBV Collection Services, Ltd. 6,901 SLRA, L.L.C. 6,032 Barron Associates Worldwide, Inc. 5,516 Peabody Office Furniture Corp. 5,295 Perkins + Will, Inc. 5,760 Williams Printing 5,391 Eastern Bus Co., Inc. 4,537 Nexsen Pruet Adams Kleemeier, PLLC 4,009 Sara Stoutland 4,165 University of MA Rent 3,900 Journey Man Press, Inc. 3,630 ADECCO 2,743 Fox Rothschild 2,427 FEDEX 2,233 Casey and Hayes Inc. 2,226 Corporate Express 2,658 Spectrum Enterprises 2,340 Christian Anderson 2,000 Verndale 2,400 Topkins&Bevans 2,064 Buchanan Ingersoll 1,659 Boston Cab Dispatch 1,024 Gordon Law Firm Co., LPA 1,107 Hollister Associates 1,598 Jaburg & Wilk 1,271 Meghan Behnke 1,087 Weltman Weinberg 1,805 University of Vermont 1,000 BFI Print Communication, Inc. 721 Barbara Digirolamo 450 AT&T Mobility (Cingular Wireless) 320 Albertsons LLC 308 Banc of America Leasing Center 147 Bamberger, Gerald & Association 120 Adele Wilson 115 Choicepoint Services, Inc. 212 College Board 260 Compansol 699 Bernardi Ronayne & Glusac P.C. 157 Brockton Public Schools 141 Bruce Vandal 815 C3 Conferencing Actuaries, Inc. 784 CAF Pension Actuaries, Inc. 770 Cooper Coffas Moore & Gray P.A. 761 Cynthia Peterka 444 Danielle Neville 115 Iron Mountain 790 Eastern Connection 147 First Student Inc. 264 FMDS – TERI 645 Freefind.com 228 Gallas & Schultz 750 Ganick, O'Brien & Sarin 333 Harvard University 270 Henry Paige 115 Kay Casto & Chaney PLLC 102 Kelley's Pub 257 Kyla Dunn 450 Midwestern Higher Education Compact 909 Lea Robinson 261 National Enterprise Systems 981 NEOA 150 New England Newsclip Agency 428 Oriental Trading Company, Inc. 224 Pacer Service Center 462 Reserve Account 400 Rick Trow Productions 141 Scholarship America, Inc. 500 Sentinel Benefits Group, Inc. 325 Shred-It Boston 308 Shumaker Loop 138 Social Science Research Council 621 Sodexho/Stonehill College 282 Souper Salad 304 Verizon 182 Cambridge Transportation 84 Conway Office Products 81 Biegin Shapiro & Burrus LLP 74 AT&T PO Box 78225 67 Pitney Bowes Inc. 55 Timothy Gannon 48 Belmont Springs 41 Mary Harriman 40 Idearc Media Corp. 37 AT&T PO Box 78225 30 Vincent Franzese 48 Weissmann & Zucker, PC 63 Westwood Sign 35 Ashley Allard 8 TOTAL SCHEDULED LIABILITIES $19,603,347 =========================================================== About The Education Resources Institute Inc. Headquartered in Boston, Massachusetts, The Education Resources Institute Inc. -- http://www.teri.org/-- aka Boston Systems Resources Inc., Brockton Education Opportunity Center, TERI, TERI College Access, TERI College Access Centers and TERI Marketing Services Inc., is a nonprofit organization that promotes educational opportunities for all through its college access and loan guarantee activities. Founded in 1985, TERI is a guarantor of private or non-government student loans with more than $17 billion in outstanding guarantees. The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr. D. Mass. Case No. 08-12540.) Daniel Glosband, Esq., and Gina L. Martin, Esq., at Goodwin Procter LLP, represent the Debtor in its restructuring efforts. The Debtor's conflicts counsel is Craig and Macauley PC. Grant Thornton LLP serves as its financial advisor and Epiq Bankruptcy Solutions LLC as its claims agent. The Debtor's investment banker is Citigroup Global Markets Inc., and its public relations & public affairs advisor is Rasky Baerlein Strategic Communications Inc. The Official Committee of Unsecured Creditors is represented by Duane Morris LLP. The debtor has until Aug. 5, 2008, to exclusively file its chapter 11 plan. (TERI Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) FRONTIER AIRLINES: Posts Net Loss of $21,966,000 in May 31, 2008 ---------------------------------------------------------------- FRONTIER AIRLINES HOLDINGS, INC., ET AL. Unaudited Consolidated Balance Sheet As of May 31, 2008 ASSETS CURRENT ASSETS: Cash and cash equivalents $110,058,000 Short-term investments 8,501,000 Restricted investments 100,480,000 Receivables, net of an allowance for doubtful accounts of $421 68,260,000 Security and other deposits 150,000 Prepaid expenses and other assets 32,544,000 Inventories, net of allowance 19,974,000 Assets held for sale 1,060,000 -------------- Total current assets 341,027,000 Property and other equipment, net 814,836,000 Security and other deposits 25,172,000 Aircraft pre-delivery payments 13,985,000 Restricted investments 2,845,000 Deferred loan expenses and other assets 14,193,000 -------------- Total Assets $1,212,058,000 ============== LIABILITIES AND STOCKHOLDERS' DEFICIT Liabilities not subject to compromise: CURRENT LIABILITIES: Accounts payable $50,074,000 Air traffic liability 246,818,000 Other accrued expenses 62,979,000 Deferred revenue and other current liabilities 18,250,000 -------------- Total current liabilities not subject to compromise 378,121,000 Deferred revenue and other liabilities 23,809,000 -------------- Total liabilities not subject to compromise 401,930,000 Liabilities subject to compromise 706,561,000 -------------- Total Liabilities 1,108,491,000 STOCKHOLDERS' DEFICIT: Preferred stock - Common stock 37,000 Additional paid-in capital 196,090,000 Unearned ESOP shares (480,000) Other comprehensive loss (299,000) Accumulated deficit (91,781,000) -------------- Total Stockholders' Equity 103,567,000 -------------- Total Liabilities and Stockholders' Equity $1,212,058,000 ============== FRONTIER AIRLINES HOLDINGS, INC., ET AL. Unaudited Consolidated Statement of Operations For the period May 1 to 31, 2008 Revenues: Passenger $116,350,000 Cargo 628,000 Other 3,106,000 -------------- Total revenues 120,084,000 Operating expenses: Flight operations 16,216,000 Aircraft fuel 62,096,000 Aircraft lease 9,817,000 Aircraft and traffic servicing 14,748,000 Maintenance 10,633,000 Promotion and sales 13,101,000 General and administrative 4,724,000 Operating expense -- regional partner 10,698,000 Loss on sales of assets, net (9,216,000) Depreciation 3,735,000 -------------- Total operating expenses 136,552,000 -------------- Operating loss (16,468,000) Non-operating income (expense): Interest income 522,000 Interest expense (2,962,000) Loss from early extinguishment of debt (239,000) Other, net (130,000) -------------- Total non-operating expense, net (2,809,000) Loss before reorganization items and income taxes (19,277,000) Reorganization items 2,689,000 Income taxes - -------------- Net Loss ($21,966,000) ============== FRONTIER AIRLINES HOLDINGS, INC., ET AL. Unaudited Consolidated Statement of Cash Flow For the period May 1 to 31, 2008 Cash flows from operating activities: Net Loss ($21,966,000) Adjustments to reconcile net loss to net cash in operating activities: ESOP and stock option compensation expense 175,000 Depreciation and amortization 3,789,000 Assets beyond economic repair 148,000 Mark to market gains on derivative contracts 23,151,000 Gain on disposal of equipment and other assets, net (9,216,000) Loss on early extinguishment of debt 239,000 Changes in operating assets and liabilities: Restricted investments (8,793,000) Receivables (10,131,000) Security and other deposits (358,000) Prepaid expenses and other assets (431,000) Inventories (4,517,000) Other assets (3,134,000) Accounts payable 18,248,000 Air traffic liability 8,753,000 Other accrued expenses (6,299,000) Deferred revenue and other liabilities (514,000) -------------- Net cash used in operating activities (10,856,000) Cash flows from investing activities: Aircraft lease and purchase deposits applied 642,000 Proceeds from the sale of property and assets held for sale 59,090,000 Capital expenditures (173,000) -------------- Net cash provided by investing activities 59,559,000 Cash flows from financing activities: Extinguishment and principal payments on long term borrowings (38,433,000) -------------- Net cash used in financing activities (38,433,000) Increase in cash and cash equivalents 10,270,000 Cash and cash equivalents at beginning of period 99,788,000 -------------- Cash and cash equivalents at end of period $110,058,000 ============== About Frontier Airlines Inc. Headquartered in Denver, Colorado, Frontier Airlines Inc. -- http://www.frontierairlines.com/-- provide air transportation for passengers and freight. They operate jet service carriers linking their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities in Mexico, and 1 city in Canada, well as provide service from other non-hub cities, including service from 10 non-hub cities to Mexico. As of May 18, 2007 they operated 59 jets, including 49 Airbus A319s and 10 Airbus A318s. The Debtor and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08- 11297 thru 08-11299.) Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. The Debtors have until Aug. 8, 2008, to exclusively file a chapter 11 plan. (Frontier Airlines Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) KITTY HAWK: Incurs $173,275 Net Loss in April 2008 -------------------------------------------------- Kitty Hawk Inc. had $42,040,000 in total assets, $2,114,091 in total liabilities, and $39,925,909 in total stockholders' equity as of April 30, 2008. The Debtor generated zero revenues and incurred a net loss of $173,275 for the month ended April 30, 2008. A full-text copy of the Debtor's April 2008 monthly operating report is available for free at: http://ResearchArchives.com/t/s?2f20 About Kitty Hawk Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. The Official Committee of Unsecured Creditors has selected Munsch, Hardt, Kopf & Harr, P.C., as its counsel. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. The Court confirmed the Debtors' second amended chapter 11 plan of liquidation on June 23, 2008. KITTY HAWK: KH Ground Files April 2008 Report --------------------------------------------- KH Ground Inc. had zero assets, $575 in total liabilities, and $575 in total stockholders' deficit as of April 30, 2008. The Debtor generated zero revenues and had no profits for the month ended April 30, 2008. A full-text copy of the Debtor's April 2008 monthly operating report is available for free at: http://ResearchArchives.com/t/s?2f24 About Kitty Hawk Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. The Official Committee of Unsecured Creditors has selected Munsch, Hardt, Kopf & Harr, P.C., as its counsel. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. The Court confirmed the Debtors' second amended chapter 11 plan of liquidation on June 23, 2008. KITTY HAWK: Kitty Hawk Cargo Files April 2008 Report ---------------------------------------------------- Kitty Hawk Cargo Inc. had $68,901 in total assets, $23,567,662 in total liabilities, and $23,498,748 in total stockholders' deficit as of April 30, 2008. The Debtor generated negative net revenues of $4,606 and incurred net profit of $1,738 for the month ended April 30, 2008. A full-text copy of the Debtor's April 2008 monthly operating report is available for free at: http://ResearchArchives.com/t/s?2f22 About Kitty Hawk Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. The Official Committee of Unsecured Creditors has selected Munsch, Hardt, Kopf & Harr, P.C., as its counsel. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. The Court confirmed the Debtors' second amended chapter 11 plan of liquidation on June 23, 2008. KITTY HAWK: Kitty Hawk AirCargo Files April 2008 Report ------------------------------------------------------- Kitty Hawk AirCargo Inc. had $8,590,124 in total assets, $6,207,611 in total liabilities, and $2,382,513 in stockholders' equity as of April 2008. The Debtor generated zero revenues and incurred a net loss of $115,532 for the month ended April 30, 2008. A full-text copy of the Debtor's April 2008 monthly operating report is available for free at: http://ResearchArchives.com/t/s?2f23 About Kitty Hawk Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. The Official Committee of Unsecured Creditors has selected Munsch, Hardt, Kopf & Harr, P.C., as its counsel. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. The Court confirmed the Debtors' second amended chapter 11 plan of liquidation on June 23, 2008. KITTY HAWK: Kitty Hawk Ground Files April 2008 Report ----------------------------------------------------- Kitty Hawk Ground Inc. had $2,035,250 in total assets, $26,354,430 in total liabilities, and $24,319,180 in total stockholders' deficit as of April 30, 2008. The Debtor generated $2,963 in net revenues and incurred a net profit of $44,802 for the month ended April 30, 2008. A full-text copy of the Debtor's April 2008 monthly operating report is available for free at: http://ResearchArchives.com/t/s?2f21 About Kitty Hawk Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. The Official Committee of Unsecured Creditors has selected Munsch, Hardt, Kopf & Harr, P.C., as its counsel. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. The Court confirmed the Debtors' second amended chapter 11 plan of liquidation on June 23, 2008. LEVITT AND SONS: Delivers May 2008 Monthly Operating Report ----------------------------------------------------------- Levitt & Sons, LLC Monthly Financial Report for Business For the Period May 1 - 31, 2008 Cash, beginning of period $3,281,604 Receipts: Cash sales 0 Collection on postpetition A/R 0 Collection on prepetition A/R 0 Other receipts 118,339 -------------- Total receipts 118,339 Total cash available for operations 3,399,943 Disbursements: U.S. Trustee quarterly fees 0 Net payroll 9,747 Payroll taxes paid 4,730 Sales and use taxes 0 Other taxes 0 Rent 0 Other leases 0 Telephone 0 Utilities 1,921 Travel & entertainment 26 Vehicle expenses 0 Office supplies 0 Advertising 0 Insurance 0 Purchases of fixed assets 0 Purchases of inventory 0 Manufacturing supplies 0 Repairs & maintenance 0 Payments to secured creditors 0 Other operating expenses 1,166,202 -------------- Total cash disbursements 1,182,626 -------------- Ending Cash Balance $2,217,318 ============== About Levitt and Sons Based in Fort Lauderdale, Florida, Levitt and Sons LLC -- http://www.levittandsons.com/-- is the homebuilding subsidiary of Levitt Corporation (NYSE:LEV). Levitt Corp. -- http://www.levittcorporation.com/-- together with its subsidiaries, operates as a homebuilding and real estate development company in the southeastern United States. The company operates in two divisions, homebuilding and land. The homebuilding division primarily develops single and multi-family homes for adults and families in Florida, Georgia, Tennessee, and South Carolina. The land division engages in the development of master-planned communities in Florida and South Carolina. Levitt and Sons LLC and 38 of its homebuilding affiliates filed for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead Case No. 07-19845). Paul Singerman, Esq. and Jordi Guso, Esq., at Berger Singerman, P.A., represent the Debtors in their restructuring efforts. The Debtors chose AP Services, LLC as their crisis managers, and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Levitt Corp., the parent company, is not included in the bankruptcy filing. The Debtors have filed a chapter 11 joint plan of liquidation. (Levitt and Sons Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) PRC LLC: Discloses May 2008 Net Loss of $4,398,000 -------------------------------------------------- PRC, LLC, ET AL. Balance Sheet As of May 31, 2008 ASSETS Current Assets: Cash and cash equivalents $13,025,000 Restricted cash 2,028,000 Short-term investments 0 Accounts receivable -- customers 61,909,000 Accounts receivable -- intercompany 0 Total inventories 0 Prepaid & other current assets 3,327,000 ------------ Total current assets 80,289,000 ------------ Total investments & other assets 9,870,000 Goodwill & other intangible assets 184,664,000 Property, plant and equipment, net 40,184,000 ------------- Total Assets $315,007,000 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Not Subject to Compromise: Senior Credit Facility 0 DIP Credit Agreement 0 Long-term debt classified as current 0 Accrued interest payable 0 Accounts payable -- trade 13,217,000 Accounts payable -- intercompany 0 Other payables and accrued liabilities 12,178,000 Deferred income taxes 0 Pension and other liabilities 0 ------------ Total liabilities not subject to compromise 25,395,000 ------------ Liabilities Subject to Compromise: Senior Notes 180,850,000 Revolver 10,500,000 Deferred financing fees 0 Accrued interest payable on Senior Notes 1,374,000 Accounts payable 26,760,000 Other payables and accrued liabilities 8,761,000 Pension and other liabilities 0 ------------ Total liabilities subject to compromise 228,245,000 ------------ Total Liabilities 253,640,000 ============ Stockholders' Equity Equity of subsidiaries 0 Common stock/initial capitalization 127,169,000 Capital Surplus/Treasury Stock/APIC 11,355,000 Retained earnings(deficit) (79,960,000) Minimum pension liability adjustment 0 Other adjustments (580,000) Unearned compensation 3,383,000 ------------ Total Stockholders' Equity 61,367,000 ------------ Total Liabilities & Stockholders' Equity $315,007,000 ============ PRC, LLC, ET AL. Statement of Operations For the Period From May 1 to May 31, 2008 Total sales $27,973,000 ------------- Cost of sales -- Direct 19,716,000 Cost of sales -- Indirect 5,823,000 ------------- Gross profit 2,434,000 ------------- Selling and administrative expenses Selling and advertising expense 44,000 Warehousing and shipping 82,000 Division administrative expense 0 MIS expense 152,000 Corporate administrative expense 1,504,000 ------------- Total Selling and administrative expense 1,782,000 ------------ Restructuring and impairment charge 0 Goodwill impairment charge 0 Depreciation and amortization expense 2,938,000 ------------- Loss from Operations (2,286,000) ------------- Interest expense Interest expense -- outside 1,156,000 Capitalized interest expense 0 Interest expense -- intercompany 0 Interest income 0 Interest income -- intercompany 0 ------------- Net interest expense 1,156,000 ------------- Other expense: Miscellaneous 0 Royalties -- intercompany 0 Transaction gain/loss 0 ------------ Total other expense 0 ------------- Other income: Royalties -- intercompany 0 Dividends 0 Sale of assets 0 Miscellaneous 0 ------------- Total other income 0 ------------- Net other expense 0 ------------- Loss before reorganization expenses and income taxes(benefits) and extraordinary items (3,442,000) ------------- Reorganization expenses 956,000 Income taxes(benefits) Loss before extraordinary item (4,398,000) Extraordinary items 0 ------------ Net loss ($4,398,000) ============ PRC, LLC, ET AL. Statement of Cash Flows For the Period From May 1 to May 31, 2008 Cash flows from Operations: Net income(loss) ($4,398,000) Non-cash items Depreciation and amortization expense 3,404,000 Provision for bad debts 53,000 Loss on sale of fixed assets 0 Changes in Assets and Liabilities Decrease/(increase) -- accounts receivable (customers) 3,488,000 Decrease/(increase) -- receivable (intercompany) 0 Decrease/(increase) -- inventories 0 Decrease/(increase) -- other current assets (21,000) Decrease/(increase) -- other noncurrent assets 45,000 Increase/(decrease) -- accounts payable (trade) (3,933,000) Increase/(decrease) -- accounts payable (intercompany) 0 Increase/(decrease) -- accrued liabilities (1,455,000) Increase/(decrease) -- accrued interest payable 696,000 Increase/(decrease) -- pension and other liabilities 0 Increase/(decrease) -- deferred federal income tax 0 ------------- Total Cash Flows from Operations (2,121,000) ------------- Cash Flows from Investing: Decrease/(increase) -- short term investments 0 Capital expenditures (250,000) Transfers 0 Net proceeds from sale of assets 0 ------------- Total Cash Flows from Investing (250,000) ------------ Cash Flows from Financing: Payment on LT debt (24,000) Increase/(decrease) -- DIP credit agreement 5,000,000 ------------- Total Cash Flows from Financing 4,976,000 ------------- Beginning Cash Balance 10,420,000 Change in Cash 2,605,000 ------------- Ending Cash Balance $13,025,000 ============= About PRC LLC Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC -- http://www.prcnet.com/-- is a leading provider of customer management solutions. PRC markets its services to brand-focused, Fortune 500 U.S. corporations and delivers these services through a global network of call centers in the U.S., Philippines, India, and the Dominican Republic. PRC is the sole member of each of PRC B2B, LLC, and Precision Response of Pennsylvania, LLC, and the sole shareholder of Access Direct Telemarketing, Inc., each of which is a debtor and debtor- in-possession in PRC's joint Chapter 11 cases. Panther/DCP Intermediate Holdings, LLC, is the sole member of PRC. PRC, together with its operating subsidiaries PRC B2B, Access Direct, and PRC PA, is a leading provider of complex, consultative, outsourced services in the Customer Care and Sales & Marketing segments of the business process outsourcing industry. Since 1982, the company has acquired and grown customer relationships for some of the world's largest and most brand-focused corporations in the financial services, media, telecommunications, transportation, and retail industries. The company and four of its affiliates filed for Chapter 11 protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08- 10239). Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, represents the Debtors in their restructuring efforts. The Debtors chose Stephen Dube, at CXO LLC, as their restructuring and turnaround advisor. Additionally, Evercore Group LLC provides investment and financial counsel to the Debtors. The Debtors' consolidated financial condition as of Dec. 31, 2007 showed total assets of $354,000,000 and total debts of $261,000,000. The Debtors' chapter 11 plan of reorganization submitted on Feb. 12, 2008, was confirmed by the Court in mid-June 2008. The Debtors have emerged from bankruptcy on June 30, 2008. (PRC LLC Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SHARPER IMAGE: Posts Net Loss of $9,889,159 in May 2008 ------------------------------------------------------- Sharper Image Corp. Balance Sheet As of May 31, 2008 ASSETS Current assets: Unrestricted Cash and Equivalents $15,870,611 Restricted Cash and Equivalents - Trade Accounts Receivable, net 2,529,624 Other Accounts Receivable 1,488,819 Notes Receivable - Inventories 8,455,471 Prepaid Expenses 3,626,743 Professional Retainers - Deferred Income Taxes/Prepaid Income Taxes 17,304,554 ------------ Total current assets 49,275,822 Property and Equipment: Real Property and Improvements 2,926,573 Machinery and Equipment - Furniture, Fixtures and Office Equipment 87,448,230 Leasehold Improvements 28,358,334 Vehicles - Work In Progress 3,074,377 Less: Accumulated Depreciation (83,404,962) ------------ Total Property and Equipment 38,402,552 Other assets: Loans to Insiders - Other Assets 14,330,790 ------------ Total Assets $102,009,164 ============ LIABILITIES AND OWNER'S EQUITY Liabilities not subject to Compromise (Post) Accounts Payable ($1,705,086) Taxes Payable (1,065,061) Wages Payable (3,038,662) Notes Payable - Rent/Leases- Building/Equipment (449,475) Secured Debt - Line of credit (31,718,997) Other Reserves - Liquidation (GOB Sales) Clearing Account 13,307,943 Amounts Due to Insiders - Other Postpetition Liabilities - ------------ Total Postpetition Liabilities (24,669,338) Liabilities not subject to Compromise (Pre) Secured Debt - Line of credit - Secured Debt - other (6,696,579) Priority Debt - Unsecured Debt (Accounts Payable) (45,928,181) Expense Accruals and Other Liabilities (12,286,584) Short Term Liabilities (3,554,215) Deferred (GAAP) rent/landlord allowances etc (11,921,779) Deferred Tax (Liability)/Asset 86,070,079 Deferred Revenue (Gift cards and Royalties) (35,774,807) Sales Returns/Chargebacks Reserves (16,456,662) ------------ Total Prepetition Liabilities (46,548,728) ------------ Total Liabilities (71,218,066) Owner's Equity Capital Stock (152,132) Additional Paid-In Capital (116,716,579) Deferred Stock Compensation and Stock Repurchase 180,069 Retained Earnings - Prepetition 63,247,322 Retained Earnings - Postpetition 22,650,222 ------------ Net Owner's Equity (30,791,098) ------------ Total Liabilities and Owner's Equity ($102,009,164) ============ Sharper Image Corp. Statement of Operations For Month Ended May 31, 2008 Revenues: Gross Revenues $10,047,804 Less: Returns and Allowances 1,137,122 ------------ Net Revenue 8,910,682 Cost of Goods Sold: Beginning Inventory - Add: Purchases - Add: Cost of Labor - Add: Other Costs (attach schedule) - Less: Ending Inventory - Cost of Goods Sold 5,021,568 ------------ Gross Profit 3,889,114 Operating Expenses: Advertising 659,224 Auto and Truck Expense - Bad Debts 58,346 Contributions - Employee Benefit Programs (84,520) Insider Compensations - Insurance 211,761 Management Fees/Bonuses 112,256 Office Expense - Pension & Profit-Sharing Plans - Repairs and Maintenance 96,627 Rent and Lease Expense 3,400,020 Salaries/Commissions/Fees 2,240,926 Supplies 24,810 Taxes - Payroll 168,686 Taxes - Real Estate - Taxes - Other 144,966 Travel and Entertainment 77,408 Utilities 174,071 Other 1,338,812 ------------ Total Operating Expense Before Depr. 8,623,393 Depreciation/Depletion/Amortization 924,918 ------------ Net Profit (Loss) Before Other Income & Expenses (5,659,197) Other Income and Expenses: Licensing Income 300,801 Interest Expense (292,055) Other Expense (66,424) ------------ Net Profit (Loss) Before Reorganization Items (5,716,875) Reorganization Items: Professional Fees 1,120,765 US Trustee Quarterly Fees - Interest Earned on Accm Case - Gain (Loss) from sale of assets 15,519,013 Other Reorganization Expense (6,302,826) ------------ Total Reorganization Expenses 10,336,952 ------------ Net Profit (Loss) Before Income Taxes (Benefit) (16,053,827) Income Taxes (Benefit) (6,164,668) ------------ Net Profit (Loss) ($9,889,159) ============ Sharper Image Corp. Statement of Cash Flows For Month Ended May 31, 2008 Opening Balance ($1,009,275) Receipts Cash Sales (from stores) 1,778,534 Credit Card Settlements 11,108,176 Other Settlements 146,884 Accounts Receivable 1,303,776 Sale of Assets 207,000 Interest/Divided Income 77 Mail Order/License Deposits, Other Deposits 197,633 ------------ Total Receipts 14,742,080 Transfers Line of Credit Draw/Pay Down 1,068,180 Transfers from stores to deposit a/c - sweep 12,744 Transfers from concentration to refunds - Transfers from concentration to payroll - Other Inter-account transfers - Transfers from Concentration to Disbursement - ------------ Total Transfers 1,080,924 ------------ Total Receipts & Transfers 15,823,004 Disbursements Liquidator Reimbursements (12,710,084) Net Payroll 3,618,302 Payroll Taxes 1,512,920 401k 87,536 Employee Benefits 364,314 Sales, Use & Other Taxes 1,511,615 Inventory Purchases 415,167 Secured/Rental/Leases 2,014,504 Insurance 125,683 Administrative 770,250 Selling - Bank/Credit Card Fees/Sales audit adjs 11,760 Refund checks issued (net of stop payments) 59,254 Other - Customs/Duties/Freight 1,116,648 Interest and LC fees - Professional Fees 45,250 US Trustee Quarterly Fees - Court Costs - ------------ Total Disbursements (1,056,881) ------------ Net Cash Flow $16,879,885 ============ About Sharper Image Based in San Francisco, California, Sharper Image Corp. -- http://www.sharperimage.com/-- is a multi-channel specialty retailer. It operates 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 is 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 Feb. 19, 2008 (Bankr. D.D., Case No. 08-10322). Steven K. Kortanek, Esq. at Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its restructuring efforts. An Official Committee of UnsecuredCreditors has been appointed in the case. Whiteford Taylor Preston LLC is the Committee's Delaware counsel When the Debtor filed for bankruptcy, it listed total assets of US$251,500,000 and total debts of US$199,000,000. Judge Kevin Gross will convene a hearing on July 16, 2008, a.m., to consider approval of the request of The Sharper Image Corp. to extend its exclusive plan proposal period. (Sharper Image Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: Earns $19,430,000 in Month Ended May 31 ---------------------------------------------------------------- Tropicana Entertainment, LLC Balance Sheet As of May 31, 2007 ASSETS Current Assets Accounts receivable - trade $0 Cash & temporary cash investments 4,645,000 Deposits 359,000 Inventories 0 Other receivables 0 Prepaid expenses (36,395,000) -------------- Total Current Assets (31,391,000) Property and Equipment Buildings 0 Construction in progress 0 Furniture & fixtures 0 Land 0 Riverboats, barges & ramps 0 Vehicles 0 -------------- Total Property and Equipment 0 Reserve for Depreciation Boats, barges & ramp reserve for depreciation 0 Building reserve for depreciation 0 Furn. & fixtures reserve for depreciation 0 Gaming entertainment reserve for depreciation 0 Vehicle reserve for depreciation 0 -------------- Total Reserve for Depreciation 0 Other Assets Investments 2,775,215,000 Other assets 57,576,000 -------------- Total Other Assets 2,832,791,000 -------------- TOTAL ASSETS $2,801,400,000 ============== LIABILITIES AND SHAREHOLDERS' DEFICIT Current Liabilities Accounts payable $4,930,000 Accrued other expenses 2,138,000 Accrued payroll (406,000) Deferred income 0 Payroll taxes payable 0 Sales tax payable (1,307,000) -------------- Total Current Liabilities 5,354,000 Other Liabilities Deferred fed taxes 0 Deferred rent 0 Deferred state inc taxes 0 Intercompany 7,834,000 -------------- Total Other Liabilities 7,834,000 Total Liabilities not Subject to Compromise 13,188,000 Liabilities Subject to Compromise Non-intercompany 902,948,000 Intercompany 1,594,022,000 -------------- Total Liabilities Subject to Compromise 2,496,970,000 -------------- Total Liabilities 2,510,158,000 Total Stockholders' Equity 291,242,000 -------------- Total Liabilities & Shareholders' Deficit $2,801,400,000 ============== Tropicana Entertainment, LLC Income Statement For the Month Ended May 31, 2007 Operating Revenues Casino revenue $0 Rooms revenue 0 Food & beverage revenue 0 Other casino & hotel revenue - less int income 0 -------------- 0 Less promotional allowances 0 -------------- Net Operating Revenues 0 Operating Expenses Casino operating expenses 0 Rooms operating expenses 0 Food and beverage operating expenses 0 Other casino and hotel operating expenses 22,000 Utilities 0 Marketing, advertising and casino promotions 0 Repairs and maintenance 0 Insurance 0 Property and local taxes 0 Gaming tax and licenses 0 Administrative and general 379,000 Leased land and facilities 0 Depreciation and amortization 0 Loss on disposition of assets 0 Bad debt expense - loans 0 Impairment charge 0 Restructuring cost 5,514,000 -------------- Total Operating Expense 5,915,000 Income from Operations (5,915,000) Other Income (Expense) Interest expense (13,012,000) Intercompany interest income / (expense) (498,000) Interest income (5,000) -------------- Total Other Income (Expense) (13,515,000) Federal Income Tax 0 Income Before Minority Interest (19,430,000) -------------- NET INCOME ($19,430,000) ============== 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 filed for Chapter 11 protection on May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor- affiliates filed for separate Chapter 11 petitions but with no case numbers assigned yet. Kirkland & Ellis LLP represents the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. The Debtor has until Sept. 2, 2008, to exclusively file a chapter 11 plan. (Tropicana Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) ********* 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. 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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. 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. Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya, Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G. 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