/raid1/www/Hosts/bankrupt/TCR_Public/111124.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, November 24, 2011, Vol. 15, No. 326
Headlines
216 WEST 18: Hearing on Liquidation Plan Set for Dec. 29
216 WEST 18: Taps Bryan Cave as Bankruptcy Counsel
ADVANCED BATTERY: Receives NASDAQ Delisting Notification
ALLIED HEALTH: Owner Gets 16-Year Term for $135 Million Scheme
AMERICA WEST: Incurs $6.2 Million Net Loss in Third Quarter
AMERICAN APPAREL: Thomas Casey Resigns as Acting President
AMERICAN ENERGY: Hycarbex-American Withholds Royalty
AMERICAN SCIENTIFIC: Incurs $784,908 Net Loss in Third Quarter
ANCHOR BANCORP: Stock to Begin Trading on OTCQB Market
AQUILEX HOLDINGS: S&P Sees Default, Cuts Corporate to 'CC'
ASHAPURA MINECHEM: Wins Chapter 15 Recognition; Mediation Urged
AURI INC: Posts $553,200 Net Loss in Third Quarter
AUSTRALIAN-CANADIAN OIL: Posts $38,700 Net Loss in 3rd Quarter
BEACON POWER: To Sell Stephentown Facility by Jan. 30
BERNARD L. MADOFF: Former Trader Pleads Guilty to Fraud
BIODELIVERY SCIENCES: Incurs $5.1-Mil. 3rd Quarter Net Loss
BIOFUELS POWER: Incurs $1MM Net Loss for 9 Months Ended Sept. 30
BLACK RAVEN: Reports $473,000 Net Income in Third Quarter
BLUEGREEN CORP: BFC Financial Discloses 52% Equity Stake
BLUEKNIGHT ENERGY: Solus Alternative Owns 9.9% of Common Units
BOCA BRIDGE: Equity Interests to Retain Control Under Plan
BONDS.COM GROUP: Incurs $6.2 Million Net Loss in Third Quarter
BRAINY BRANDS: Incurs $2 Million Net Loss in Third Quarter
BRAINY BRANDS: Conversion Price of Promissory Notes Reduced
BRANDYWINE OPERATING: Moody's Affirms (P)Ba1 Pref. Stock Rating
CATASYS INC: Issues Second Restated Convertible Notes to Socius
CDC CORP: Investor Demands Board Members to Terminate CEO
CEDAR FUNDING: Fraudulent Transfer Suit v. E&F Goes to Trial
CHANTICLEER HOLDINGS: Posts $495,700 Net Loss in 3rd Quarter
CHINA DU KANG: Incurs $539,000 Net Loss in Third Quarter
CHURCH OF GOOD NEWS: District Court Affirms Boston's Claim
CIRTRAN CORP: Incurs $925,920 Net Loss in Third Quarter
CLEAR CHANNEL: Unit Inks Aircraft Lease Agreement with Yet Again
CLEARWIRE CORP: Cut by S&P to 'CCC' on Possible Skip on Payment
CNS RESPONSE: Enters Into Amended Note & Warrant Purchase Pact
COMCAM INTERNATIONAL: Incurs $480,000 Net Loss in Third Quarter
COMPREHENSIVE CARE: Incurs $2.5 Million Net Loss in 3rd Quarter
CROWN EQUITY: Posts $1.6 Million Net Loss in Third Quarter
CYBEX INTERNATIONAL: To File Petition on "Barnhard" Verdict
CYTOCORE INC: Incurs $560,000 Net Loss in Third Quarter
CYTOMEDIX INC: Posts $2.2 Million Net Loss in Third Quarter
DESMARAIS ENERGY: Has BIA Proposal, to Pay $2.33M Debt With Shares
DIAGNOSTIC IMAGING: S&P Lowers Corporate Credit Rating to 'CCC'
DIALOGIC INC: Signs Forbearance Agreement with Wells Fargo
DIGITILITI INC: Incurs $564,000 Net Loss in Third Quarter
DIGITILITI INC: Appoints David Macey as President and CEO
EARTH SEARCH: Incurs $563,000 Net Loss in Sept. 30 Quarter
EGPI FIRECREEK: Incurs $751,600 Net Loss in Third Quarter
ELEPHANT & CASTLE: To Sell Biz to Original Joe's for $22MM
ENERGY COMPOSITES: Incurs $4.1 Million Net Loss in Third Quarter
ENTERPRISE FLEET: Moody's Assigns Ratings to Fleet Lease ABS
ENVIRONMENTAL SOLUTIONS: Posts $1.3-Mil. Net Loss in 3rd Quarter
EVERGREEN ENERGY: Agrees to Sell $700,000 of Convertible Notes
EVERGREEN ENERGY: Incurs $425,000 Net Loss in Third Quarter
EZENIA! INC: Payment to Ordinary Course Professionals Disputed
FAITH CHRISTIAN: Taps Rodney Elkins to Market, Sell Real Property
FENTON SUB: Has Until Jan. 6 to Propose Reorganization Plan
FERTINITRO: Pequiven Reaches Agreement With Project Bondholders
FILENE'S BASEMENT: Syms, Shareholder Panel Move to Limit Trading
FNB UNITED: Files Form S-1, Registers 10.4 Million Common Shares
FOUR OAKS FINCORP: Posts $3.6 Million Net Loss in 3rd Quarter
FPL ENERGY: Moody's Confirms Rating at Ba1; Outlook Stable
FRIENDFINDER NETWORKS: S&P Keeps 'B' Corporate Credit Rating
GENCORP INC: Closes Amended and Restated $200MM Credit Facility
GENERAL MOTORS: Environmental Trust Says Old Firm Owes it Millions
GENMED HOLDINGS: Incurs $463,000 Net Loss in Third Quarter
GAIL BALSER: Bankruptcy Court Denies Motion to Vacate Order
GLOBAL INVESTOR: Incurs $4.6 Million Net Loss in Sept. 30 Quarter
GNP RLY: Perry A. Stacks Appointed as Chapter 11 Trustee
GRACEWAY PHARMA: Court Clears Medicis to Buy Assets for $455MM
GREAT ATLANTIC: Gets Court OK to Issue New Letters of Credit
GREAT ATLANTIC: Goldman Sachs Will Invest $490-Mil. Under Plan
GREEN PLANET: Reports $17.6 Million net Income in Sept. 30 Qtr.
GREENSHIFT CORP: Reports $2.6 Million Net Income in 3rd Quarter
GGIS INSURANCE: Sec. 341 Creditors' Meeting Set for Dec. 5
HANMI FINANCIAL: Raises $80.5MM from Underwritten Public Offering
HARRISBURG, PA: Court Dismisses Chapter 9 Bankruptcy
HARRISBURG, PA: City Counsel Objects Request to Appoint Receiver
HOMELAND SECURITY: Reports $1.1MM Net Income in Sept. 30 Quarter
HYDROGENICS CORP: Posts $1.8 Million Net Loss in 3rd Quarter
IAP WORLDWIDE: S&P Affirms 'B' Corporate Rating; Outlook Negative
IMH FINANCIAL: Incurs $12.9 Million Net Loss in Third Quarter
INFUSION BRANDS: Incurs $2.1 Million Third Quarter Net Loss
IRIDIUM COMMUNICATIONS: S&P Withdraws 'B' Corporate Credit Rating
IVOICE INC: Incurs $258,000 Net Loss in Third Quarter
JERRY HERLING: Jury Awards $1.5 Million Judgment to Tetra Tech
JET AIRWAYS: Auditors Ask Company to Raise Capital, Fund JetLite
JONES SODA: Posts $1.7 Million Net Loss in Third Quarter
KENTUCKIANA MEDICAL: Needs Clark County to Back $36-Mil. Financing
KL ENERGY: Suspending Filing of Reports with SEC
KL ENERGY: Common Stock to Cease Trading on OTCQB Market
KURRANT MOBILE: Signs 1-Year Consulting Pact with Michael Rich
LEVELLAND/HOCKLEY: Seeks Approval of Cash Collateral Agreement
LIBERATOR INC: Incurs $172,944 Net Loss in Third Quarter
LOCAL INSIGHT: Emerges From Chapter 11 With New Name, CEO
MANISTIQUE PAPERS: Seeks Court Approval to Auction Assets
MARRIOTT VACATIONS: S&P Assigns 'BB-' Corporate Credit Rating
MARY OF THE WOODS: Files for Chapter 11 Protection
MASTER SILICON: Incurs $1.2 Million Net Loss in Third Quarter
MCCLATCHY CO: BNP Paribas Discloses 8% Equity Stake
MEDIMEDIA USA: S&P Raises Corporate Credit Rating to 'B-'
MF GLOBAL: CME Group Increases Guarantee to $550 Million
MF GLOBAL: Congressional Panel Calls Corzine to Testify
MI DEVELOPMENT: Moody's Raises Ratings to 'Baa3' From 'Ba1'
MICHAELS STORES: Files Form 10-Q, Posts $32 Million Q3 Net Income
MIT HOLDING: Reports $2.4 Million Third Quarter Net Income
MOMENTIVE PERFORMANCE: Amends Form S-1 Registration Statement
MOMENTIVE PERFORMANCE: Moody's Affirms 'B3' Corp. Family Rating
MONEYGRAM INT'L: Inks Underwriting Pact with Goldman, et al.
MONTANA ELECTRIC: Utilities Won't Cut Power Supply to Customers
MORTGAGEBROKERS.COM: Incurs $106,000 Net Loss in Third Quarter
MORGANS HOTEL: To Acquire The Light Group for $46.5 Million
MOUNTAIN NATIONAL: Incurs $3.2 Million Net Loss in 3rd Quarter
NEONODE INC: Appoints M. Dahlin and L. Lindqvist to Board
NEW BERN RIVERFRONT: Court to Rule on Jurisdiction Over Lawsuit
NEW ERA: Reorganization Case Converted to Chapter 7 Liquidation
NEW LEAF: Delays Form 10-Q for Third Quarter
NEXTMART INC: Bernstein & Pinchuk Resigns as Accountants
NORD RESOURCES: Incurs $1.7 Million Net Loss in Third Quarter
NORTHCORE TECHNOLOGIES: Awarded Vendor of Record Status
NUTRACEA: Posts $1.8 Million Net Loss in Third Quarter
ONCOVISTA INNOVATIVE: Incurs $278,100 Net Loss in 3rd Quarter
OPTI CANADA: Receives Approvals for Acquisition by CNOOC Limited
ORAGENICS INC: Board Approves LT Performance-Based Incentive Plan
ORTHOFIX INT'L: Moody's Withdraws 'B1' Corporate Family Rating
PACIFIC RUBIALES: Moody's Upgrades Corp. Family Rating to 'Ba2'
PATRIOT NATIONAL: Bank Appoints Mark Foley as EVP and CCO
PCS EDVENTURES!.COM: Posts $295,800 Net Loss in Sept. 30 Quarter
PEREGRINE I: Court Clears Vessel Sale to La Patagonia Offshore
PERRY ELLIS: Moody's Says 'B1' CFR Unaffected by Promotions
PHICOF LLC: Case Dismissed as Two-Party Dispute
PLATINUM STUDIOS: Incurs $6.3 Million Third Quarter Net Loss
PMI GROUP: Commences Voluntary Chapter 11 Proceeding
PMI GROUP: Case Summary & 4 Largest Unsecured Creditors
POST 240: Bankruptcy Judge Thomas E. Carlson Added to Ch. 11 Case
PREMIER TRAILER: Can Hire Pachulski Stang as Bankruptcy Counsel
PRIME ENVIRONMENTAL: Meeting to Form Creditors' Panel on Nov. 30
QUALITY HEALTH: 2nd. Circ. Enters Liquidation Order
QUALTEQ INC: 1400 Centre Gets Final OK to Use of Cash Collateral
QUALTEQ INC: 5300 Katrine Can Use Burr Ridge's Cash Collateral
QUALTEQ INC: Global Card Can Use Burr Ridge's Cash Collateral
QUALTEQ INC: Gets Final Approval to Use Oakbrook Financial Cash
QUALTEQ INC: Unique Mailing OK'd to Use Inland's Cash Collateral
QUAMTEL INC: Incurs $2.6 Million Net Loss in Third Quarter
QUANTUM FUEL: Earns $450,000 from Sale of 10% Convertible Notes
RCR PLUMBING: Court OKs KCC as Claims & Noticing Agent
RCR PLUMBING: Court OKs BSW & Associates as Financial Advisor
RCR PLUMBING: Court OKs Weiland, Golden, Smiley as Counsel
RIVER ROCK: Launches Exchange Offer for its 9 3/4% Senior Notes
ROUND TABLE: Court Sets Dec. 8 Confirmation Hearing on Joint Plan
ROTHSTEIN ROSENFELDT: Auction Raises $230,000 for Creditors
RUDEN MCCLOSKY: U.S. Trustee Disputes $400T Wells Fargo DIP Loan
RUDEN MCCLOSKY: Committee Seeks Mediation With Proposed Buyer
RUDEN MCCLOSKY: Court OKs Kurtzman Carson Consultant Engagement
RUDEN MCCLOSKY: Creditors Committee Down to Five Members
RVTC LIMITED: Court OKs Hire Cox Smith as Attorney
SCI REAL ESTATE: Court OKs Trigild as Chief Restructuring Officer
SCOTTO RESTAURANT: Files Schedules of Assets and Liabilities
SEMGROUP LP: Sandell Asset Calls for Asset Sale in Auction
SESI LLC: Moody's Assigns 'Ba3' Rating to Proposed $700MM Notes
SESI LLC: S&P Assigns 'BB+' Rating to $700-Mil. Unsecured Notes
SKINNY NUTRITIONAL: Commences Offering of $2.5 Million Units
SMART ONLINE: Incurs $1.2 Million Net Loss in Third Quarter
SOLYNDRA LLC: Chu Should Be 'Reassigned' After Loan Deal
SOVRAN LLC: Intends to Pay Creditors from Property Sale Proceeds
SPECTRUM BRANDS: Records Wider Fourth-Quarter Net Loss
ST. MARY OF THE WOODS: In Bankruptcy Over $34.3MM Bond Debt
STRATEGIC AMERICAN OIL: Auditors Lift "Going Concern" Opinion
STRATEGIC AMERICAN: Incurs $10.3 Million Net Loss in Fiscal 2011
STRATEGIC AMERICAN: Amends 2010 Annual Report
SUMMER VIEW: Taps Karasik Law Group as Bankruptcy Counsel
SUMMIT III: Files Schedules of Assets and Liabilities
SUMMO INC: Taps Hoff & Leigh to Sell Pueblo, Colorado Properties
SUNCOAST ALUMINUM: Emerges From Chapter 11 Bankruptcy Protection
SUNQUEST INFORMATION: S&P Rates Credit Facilities at 'B+'
SUPERMEDIA INC: Commences Tender Offer to Repurchase Debt
SWORDFISH FINANCIAL: Incurs $238,000 Third Quarter Net Loss
TALON THERAPEUTICS: Incurs $706,000 Third Quarter Net Loss
TALON THERAPEUTICS: Files Form S-8, Registers 150,000 Shares
TBS INTERNATIONAL: In Talks with Bankers on Debt Restructuring
TELKONET INC: Anthony Paoni to Resign from Board of Directors
TERRESTAR CORP: Gets Interim Approval to File Plan Until Dec. 21
TERRESTAR CORP: Objects to Elektrobit Corp's Claims in Case
TOPS HOLDING: Posts $6.4 Million Net Income in Oct. 8 Quarter
TRAILER BRIDGE: Common Stock to be Delisted from Nasdaq
TRANS ENERGY: Reports $616,000 Net Income in Third Quarter
TRANS-LUX CORPORATION: Incurs $2.1-Mil. Net Loss in 3rd Quarter
UNITED STATES OIL: Incurs $1.2 Million Net Loss in Third Quarter
UNIVERSAL BIOENERGY: Incurs $557,000 Net Loss in Third Quarter
USPROTECT CORP: Labor Dept. Recovers Nearly $8MM in Back Wages
VENTO FAMILY: Hires Michael H. Singer as Special Counsel
VERTICAL COMPUTER: Unit Unveils PTS at NOW Solutions Conference
VIKING SYSTEMS: Amends Bylaws to Correct Typographical Errors
VIN VIK: Court Confirms Amended Reorganization Plan
VITESSE SEMICONDUCTOR: 2012 Annual Meeting Scheduled for Jan. 26
* Recent Small-Dollar & Individual Chapter 11 Filings
*********
216 WEST 18: Hearing on Liquidation Plan Set for Dec. 29
--------------------------------------------------------
The Bankruptcy Court will hold a joint hearing on Dec. 29 at 10:00
a.m. to confirm the Proposed Plan of Liquidation and approve the
adequacy of the Disclosure Statement filed by 216 West 18 Owner
LLC, 216 West 18 Mezz LLC and 216 West 18 Holder LLC.
The Plan, originally proposed for the Debtors by Atlas Capital
Group LLC in August 2011, provides the Debtors and their
stakeholders with an opportunity to resolve a prepetition
foreclosure action and a completion guaranty action related to the
Debtors' property. The Plan will provide for the transfer the
property to an Atlas designee; the distributions on account of
unsecured claims against 216 West 18 Owner; and the cancellation
of existing equity. The Plan will also effectuate a loan purchase
agreement where the Atlas designee will purchase a mortgage loan
held by 216 West 18 Lender LLC, an affiliate of Fishman Holdings
North America Inc., for $62 million. The Fishman entity bought
the mortgage loan from Bank of America. The total amount
outstanding under the loan is $73.5 million as of Sept. 15.
Preliminary appraisal completed prior to solicitation of the plan
shows the value of the mortgage property to be $62.3 million.
Claims in Classes 2 Mortgage Lender Claim and 3 Owner General
Unsecured Claims are impaired and the Debtors solicited plan votes
from these groups pre-bankruptcy.
The Plan estimates the Mortgage Lender Claim to total
$73.5 million. The claim holder is projected to recoup 84.33% of
the allowed claim amount.
Holders of Owner General Unsecured Claims, totaling $2.6 million,
are projected to recoup 19.6%.
Other General Unsecured Claims in Class 4 total $80,000 and
Mezzanine Loan Claim in Class 5. Under the Plan, Classes 4 and 5,
and Equity Interests in Class 6, are out of the money.
BofA originated the mezzanine loan. It later sold its position to
ING Clarion Debt Opportunity Fund II Mezzanine Sub LLC. As of
Sept. 14, the amount outstanding is $24.6 million.
HAJ 18 LLC, which h holds 94.2% interest in debtor 216 West 18
Holder, has the option to invest in the managing member of the
Atlas designee. HAJ 18 is wholly owned by Harry Jeremias, the
managing member of Holder.
The Debtors filed the plan documents together with their
bankruptcy petitions. The prepackaged plan is dated Sept. 26.
About 216 West 18
216 West 18 Owner LLC, 216 West 18 Mezz LLC and 216 West 18 Holder
LLC own a parcel of improved real estate at 218 West 18th Street
in New York.
The Debtors, through their restructuring officer, Steven A.
Carlson, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 11-15110 to 11-15112) on Nov. 1, 2011. Lloyd A. Palans, Esq.
-- lapalans@bryancave.com -- at Bryan Cave LLP, serves as the
Debtors' counsel. In its petition, 216 West 18 Owner estimated
$50 million to $100 million in both assets and debts.
Atlas Capital Group LLC may be reached at:
Andrew B. Cohen
ATLAS CAPITAL GROUP LLC
505 Fifth Avenue, 28th Floor
New York, NY 10017
E-mail: csepic@atlas-cap.com
Atlas is represented by:
John H. Bae, Esq.
Gary D. Ticoll, Esq.
GREENBERG TRAURIG LLP
MetLife Building
200 Park Avenue
New York, NY 10166
Tel: 212-801-2216
E-mail: baej@gtlaw.com
ticollg@gtlaw.com
HAJ 18 LLC may be reached at:
Harry Jeremias
THE HARSH GROUP
891 Second Avenue, 22nd Floor
New York, NY 10017
HAJ is represented by:
Jeffrey H. Kaufman, Esq.
Stephen B. Selbst, Esq.
HERRICK FEINSTEIN LLP
2 Park Avenue
New York, NY 10016
Tel: (212) 592-1409
Fax: (212) 545-3345
E-mail: jkaufman@herrick.com
sselbst@herrick.com
216 West 18 Lender, an affiliate of Fishman Holdings North
America, may be reached at:
Yehuda Mor
216 W 18 Lender LLC
c/o Fishman Holdings North America Inc.
950 3rd Ave., Suite 3101
New York, NY 10022
E-mail: yehuda@fhnai.com
216 West 18 Lender is represented by:
Jason H. Watson, Esq.
David A. Wender, Esq.
ALSTON & BIRD LLP
1201 West Peachtree Street
Atlanta, GA 30309
Tel: 404-881-4796
Fax: 404-881-7777
E-mail: jason.watson@alston.com
david.wender@alston.com
216 WEST 18: Taps Bryan Cave as Bankruptcy Counsel
--------------------------------------------------
216 West 18 Owner LLC, 216 West 18 Mezz LLC and 216 West 18 Holder
LLC ask the Bankruptcy Court for authority to employ Bryan Cave
LLP as their general bankruptcy attorneys.
Bryan Cave received a retainer of $50,000 from the Debtors in
connection with the preparation and commencement of the Chapter 11
cases, all of which has been applied against Bryan Cave's charges
for prepetition services.
Currently, hourly rates of partners for Bryan Cave range from $375
to $875. Hourly rates for associates and counsel range from $200
to $725. The hourly rates charged for Bryan Cave legal assistants
range from $75 to $305.
The firm's Lloyd A. Palans, Esq., attests that Bryan Cave has no
connections to any known creditors of the estates, equity security
holders, or any other parties in interest; does not hold or
represent any interest adverse to the Debtors' estates; and is a
"disinterested person" as that phrase is defined in section
101(14) of the Bankruptcy Code, as modified by Section 1107(b) of
the Bankruptcy Code.
About 216 West 18
216 West 18 Owner LLC, 216 West 18 Mezz LLC and 216 West 18 Holder
LLC own a parcel of improved real estate at 218 West 18th Street
in New York.
216 West 18 Owner is wholly owned by 216 West 18 Mezz. Mezz is
wholly owned by 216 West 18 Holder LLC. Holder is owned 94.2% by
HAJ 18 LLC and 5.8% by JK 18 LLC. HAJ 18, wholly owned by Harry
Jeremias, is the managing member of Holder. The 216 West 18
entities do not have any employees.
The 216 West 18 entities, through their restructuring officer,
Steven A. Carlson, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 11-15110 to 11-15112) on Nov. 1, 2011. In its
petition, 216 West 18 Owner estimated $50 million to $100 million
in both assets and debts.
The Debtors filed for bankruptcy to implement a prepackaged plan
of liquidation originally proposed by Atlas Capital Group LLC.
Atlas is represented by Greenberg Traurig LLP.
HAJ 18 LLC is represented by Herrick Feinstein LLP.
The mortgage lender, 216 West 18 Lender, an affiliate of Fishman
Holdings North America, is represented by Alston & Bird LLP.
ADVANCED BATTERY: Receives NASDAQ Delisting Notification
--------------------------------------------------------
Advanced Battery Technologies, Inc. received notice on
November 21, from The NASDAQ Stock Market LLC that the Company has
failed to satisfy the following NASDAQ Listing Rules:
-- Listing Rule 5250(a). The notice states that the Company
failed to provide information requested by NASDAQ,
specifically cash confirmations from the banks holding the
Company's funds prepared in the presence of personnel
employed by the Company's independent audit firm.
-- Listing Rule 5250(c)(1). The notice states that the Company
failed to file its Quarterly Report on Form 10-Q for the
period ended Sept. 30, 2011.
In addition, the notice states that the Staff of The NASDAQ Stock
Market LLC has determined to exercise its discretionary authority
under Listing Rule 5101 to delist the Company's common stock based
upon public interest concerns raised by the Company's deliberate
refusal to provide the requested bank confirmations.
The notice states that, unless the Company files an appeal of the
Staff's determination, trading in the Company's common stock will
be suspended at the opening of business on Nov. 30, 2011 and a
Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the common stock from listing on the
NASDAQ Stock Market.
The Company has not yet determined the action it will take in
response to the notice from The NASDAQ Stock Market.
About Advanced Battery
Advanced Battery Technologies, Inc. founded in September 2002,
develops, manufactures and distributes rechargeable Polymer
Lithium-Ion (PLI) batteries. The Company's products include
rechargeable PLI batteries for electric vehicles, motorcycles,
mine-use lamps, notebook computers, walkie-talkies and other
electronic devices. ABAT's batteries combine high-energy
chemistry with state-of-the-art polymer technology to overcome
many of the shortcomings associated with other types of
rechargeable batteries. Early in 2009, the Company acquired Wuxi
Angell Autocycle Co. Ltd., an electric vehicle manufacturer, and
renamed it Wuxi Zhongqiang Autocycle Co., Ltd. ("Wuxi ZQ"). The
Company has a New York office, with its executive offices and
manufacturing facilities in China.
ALLIED HEALTH: Owner Gets 16-Year Term for $135 Million Scheme
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the former owner
and president of Allied Health Care Services Inc. was sentenced to
more than 16 years in prison for organizing and executing a
$135 million fraudulent medical lease scheme, U.S. Attorney for
the District of New Jersey Paul J. Fishman said.
The owner and president of Allied Health Care Services, Inc., on
April 13, 2011, admitted to organizing and executing a $135
million phony lease scheme that caused losses of more than $80
million and victimized more than 50 financial institutions, U.S.
Attorney Paul J. Fishman announced. Charles K. Schwartz, 57, of
Sparta, N.J., pleaded guilty before U.S. District Judge Susan D.
Wigenton to one count of mail fraud. Mr. Schwartz was previously
charged by complaint and arrested by special agents of the FBI on
Sept. 2, 2010. He has been in federal custody since that time.
AMERICA WEST: Incurs $6.2 Million Net Loss in Third Quarter
-----------------------------------------------------------
America West Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $6.16 million on $3.59 million of total revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$3.88 million on $2.82 million of total revenue for the same
period during the prior year.
The Company reported a net loss of $16.14 million on
$10.07 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $8.70 million on $11.01 million of
total revenue during the prior year.
The Company also reported a net loss of $16.35 million on
$11.08 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $13.22 million on
$7.31 million of total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$31.47 million in total assets, $23.12 million in total
liabilities, and $8.35 million in total stockholders' equity.
As reported by the TCR on April 21, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about America West's
ability to continue as a going concern, following the 2010
financial results. The independent auditors noted that the
Company has a working capital deficit and has incurred significant
losses.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/3iHNbS
About America West
Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal. The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.
AMERICAN APPAREL: Thomas Casey Resigns as Acting President
----------------------------------------------------------
American Apparel, Inc., and Thomas M. Casey, Acting President of
the Company, entered into a Separation Agreement and Mutual
Release of Claims pursuant to which Mr. Casey resigned from his
position at the Company effective Nov. 18, 2011.
In addition, the Separation Agreement provides, among other
things, that Mr. Casey will receive from the Company (i) any
unpaid base salary accrued up to and including the Separation
Date, (ii) any unreimbursed business expenses up to and including
the Separation Date to which he is entitled to reimbursement under
the Employment Agreement, dated as of Oct. 1, 2010, by and between
Mr. Casey and the Company, (iii) continued payment of Mr. Casey's
annual base salary at the rate of $400,000 per annum, payable in
equal installments over the course of the twelve-month period
immediately following the Separation Date in accordance with the
Company's usual payment practices, and (iv) continued
participation in the Company's medical, dental and insurance plans
and arrangements, on the same terms and conditions as are in
effect immediately prior to the Separation Date, for up to twelve
months following the Separation Date. In addition, all equity
awards previously granted to Mr. Casey by the Company will be
exercisable as provided in the applicable award agreement for a
termination without Cause. The Separation Agreement also contains
undertakings by Mr. Casey relating to the protection of the
Company's confidential information, as well as mutual releases and
other standard provisions.
A full-text copy of the Separation Agreement and Mutual Release of
Claims is available for free at http://is.gd/OMiWYp
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.
Going Concern Doubt
Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.
As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement. As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.
American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.
The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.
Bankruptcy Warning
The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011. Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.
There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all. As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected. Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants. Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise. If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.
AMERICAN ENERGY: Hycarbex-American Withholds Royalty
----------------------------------------------------
The American Energy Group, Ltd. has received a notification from
Hycarbex-American Energy, Inc., that its Board of Directors has
made the decision to suspend all royalty payments to American
Energy and other corporate payment obligations due to severe
liquidity constraints. The notification indicated that the
royalty payments will be accrued and paid once sufficient funds
are available. The Haseeb #1 Well continues to produce gas into
the Sui Southern Gas Company Limited pipeline under the Extended
Well Test. Production recommenced in July, 2011, at approximately
3.5 million cubic feet of gas per day and is expected to be
gradually increased under the Extended Well Test to 15 million
cubic feet of gas per day. American Energy has been paid its
royalty for the July and August production, but has not received
payment for the months of September and October. The notification
further indicated that Hycarbex will continue its efforts to
refinance the company and that if such refinancing efforts are
unsuccessful, that it may face bankruptcy proceedings.
The existing agreement between American Energy, Hycarbex and the
parent company of Hycarbex, Hycarbex Asia Pte. Limited, contains
provisions requiring that Hycarbex pay the American Energy royalty
without deductions or setoff. Management intends to evaluate this
event and to pursue the best course to enforce the contractual
obligations and assure a continuous royalty revenue stream to
American Energy.
About American Energy
The American Energy Group, Ltd., operates as an energy resource
royalty company. It owns 18% overriding royalty interest in the
Yasin Concession located in Pakistan, as well as an interest in
two oil and gas leases in southeast Texas. The Company was
formerly known as Belize-American Corp. Internationale and changed
its name to The American Energy Group, Ltd., in 1994. The
American Energy Group was incorporated in 1987 and is based in
Westport, Connecticut.
* * *
As reported in the Troubled Company Reporter on Oct. 20, 2011, the
American Energy Group, Ltd., filed on Oct. 13, 2011, its annual
report for the fiscal year ended June 30, 2011. Morrill &
Associates, in Bountiful, Utah, expressed substantial doubt about
The American Energy Group's ability to continue as a going
concern. The independent auditors noted that the Company has
suffered recurring losses and has no revenues.
AMERICAN SCIENTIFIC: Incurs $784,908 Net Loss in Third Quarter
--------------------------------------------------------------
American Scientific Resources, Incorporated, filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss applicable to common shareholders of
$784,908 on $439,644 of net product sales for the three months
ended Sept. 30, 2011, compared with a net loss applicable to
common shareholders of $2.49 million on $265,810 of net product
sales for the same period during the prior year.
The Company also reported a net loss applicable to common
shareholders of $6.92 million on $763,020 of net product sales for
the nine months ended Sept. 30, 2011, compared with a net loss
applicable to common shareholders of $4.78 million on $578,961 of
net product sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$1.26 million in total assets, $9.21 million in total liabilities,
and a $7.95 million total shareholders' deficit.
Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results. The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/OCujEO
About American Scientific
Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products. The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers. The
Company does sub-component assembly and packaging for the
Disintegrator product line. All of the Company's other products
are manufactured by third parties. The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010. All subsidiaries are currently inactive.
ANCHOR BANCORP: Stock to Begin Trading on OTCQB Market
------------------------------------------------------
Anchor BanCorp Wisconsin Inc. announced that the Company's common
stock will cease trading on The Nasdaq Global Select Market
effective with the open of business on Nov. 21, 2011. The Company
expects its common stock to begin trading under the "ABCW" symbol
on the OTCQB Marketplace following the cessation of trading on the
NASDAQ Stock Market.
As previously disclosed, on Nov. 10, 2011, the Company was
notified by NASDAQ that its common stock was subject to delisting
based upon the Company's failure to satisfy NASDAQ's minimum $1.00
bid price requirement, as set forth in Listing Rule 5550(a)(2).
"We initially thought that we would appeal this decision, but
after a comprehensive review of the appeal process, including
extensive discussion with our advisors, we've decided not to
proceed," said Chris Bauer, the Company's President and Chief
Executive Officer. "While we feel very positive about our current
plan to raise capital, due to the uncertainty of when the plan
will be complete, we feel strongly that our time and resources
would be better spent on our capital raising efforts."
The transition to the OTCQB Marketplace does not change the
company's obligation to file periodic and other reports with the
Securities and Exchange Commission under applicable federal
securities laws. In addition, the transition of the company's
stock to the OTCQB Marketplace will have no effect on the shares
themselves. ABCW's shareholders remain owners of the common stock
and will be able to trade the stock on the OTCQB Marketplace as of
Nov. 21, 2011.
"Our stock's change in trading venue does not have any impact on
the Company or the value of our stock," added Bauer. "The change
to the OTCQB Marketplace will allow for a continued orderly
trading market for our stock as we continue to pursue our capital
raising efforts."
Operated by OTC Markets Group Inc., the OTCQB is a market tier for
OTC traded companies that are registered and reporting with the
Securities and Exchange Commission. The Company expects its
common stock will continue to trade under the "ABCW" symbol on the
computerized OTCQB system. Investors will be able to view Level
II Real Time stock quotes for Anchor BanCorp at
www.otcmarkets.com.
About Anchor Bancorp
Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin. The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.
Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision. The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders. The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented. While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern. If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.
As reported by the TCR on July 5, 2011, McGladrey & Pullen, LLP,
in Madison, Wisconsin, expressed substantial doubt about Anchor
Bancorp Wisconsin's ability to continue as a going concern after
auditing the Company's financial results for fiscal year ended
March 31, 2011. The independent auditors noted that at March 31,
2011, all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the consent order.
"The subsidiary bank has also suffered recurring losses from
operations. Failure to meet the capital requirements exposes the
Corporation to regulatory sanctions that may include restrictions
on operations and growth, mandatory asset dispositions, and
seizure of the subsidiary bank."
The Company's balance sheet at Sept. 30, 2011, showed
$3.19 billion in total assets, $3.21 billion in total liabilities,
and a $13.39 million total stockholders' deficit.
AQUILEX HOLDINGS: S&P Sees Default, Cuts Corporate to 'CC'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlanta, Ga.based Aquilex Holdings LLC to 'CC' from
'CCC-' and placed the ratings on CreditWatch with negative
implications. "In conjunction with the downgrade of the corporate
credit rating, we also lowered the issue-level rating on the
company's first-lien senior secured debt to 'CCC' from 'CCC+'. The
recovery ratings on these facilities remain '1'. At the same time,
we lowered our issue-level rating on the company's senior
unsecured notes to 'C' and revised the recovery rating to '6',"
S&P said.
"The rating actions reflect Aquilex's weak liquidity--the company
breached its financial covenants in third-quarter 2011 and we
believe it is likely to do so again in the fourth quarter," said
Standard & Poor's credit analyst James Siahaan. "The company is
operating under forbearance agreements with its secured lenders
and senior unsecured noteholders, both expiring Feb. 3, 2012. The
forbearance agreement with its secured lenders was extended by
almost two months from Dec. 8, 2011. While we recognize that the
forbearance agreements provide Aquilex with some additional time
to negotiate a longer-term solution with its lenders and
noteholders, and that the company's cash balance can support its
near-term operational needs, we also believe that it is likely to
undergo a financial restructuring and payment default. Based on
Aquilex's public filings, we believe there's an increased
likelihood that the company will not make its semi-annual interest
payment on its 11.125% senior notes on its due date, Dec. 15,
2011."
Aquilex also disclosed that it received $15 million of proceeds
from a second-lien secured bridge loan issuance to support its
liquidity. The incremental second-lien debt is held by affiliates
of Centerbridge Partners L.P., which also holds a large portion of
Aquilex's senior unsecured notes. In August 2011, the company drew
the remaining availability under its $50 million revolving credit
facility.
The ratings on Aquilex reflect the company's very aggressive debt
leverage, narrow scope of operations in a fragmented market,
variability of operating results, moderately concentrated customer
base, exposure to cyclicality in certain end markets, and often
sizable working capital usage. Partially offsetting these
weaknesses are Aquilex's good market positions in its niche
markets and its largely variable cost structure.
Aquilex's profitability has eroded in recent quarters. Its EBITDA
margin was below 12% for the 12 months ended Sept. 30, 2011,
compared with 16% for the prior 12-month period. Higher labor,
equipment, and fuel costs hurt profitability. In an attempt to
improve margins, the company has engaged third-party consultants
to assess pricing and profitability. It still benefits from the
variable portion of its cost structure (which encompasses field
craft workers who are accessible on a project basis) along with
recent cost restructuring and savings initiatives. A potential
long-term threat to operating margins includes an increasing
shortage, and therefore cost, of skilled labor in some of its
higher-margin businesses.
"We view Aquilex's financial risk profile as highly leveraged. The
company is currently owned by equity sponsor Teachers' Private
Capital, an affiliate of the Ontario Teachers' Pension Plan Board.
However, upon completion of the anticipated financial
restructuring, we believe that Aquilex's senior notes will be
exchanged for common equity and that affiliates of Centerbridge
will assume control of the company. Credit measures remain weak--
its funds from operations to total adjusted debt ratio was 2% as
of Sept. 30, 2011, while its adjusted debt to EBITDA ratio was
8.1x," S&P said.
"We have placed the ratings on CreditWatch with negative
implications to reflect the increased risk of a default. Aquilex
breached its financial covenants and, according to public filings,
may not make the interest payment on its 11.125% senior unsecured
notes," Mr. Siahaan continued. "We also believe that the company
may seek to restructure its debt obligations. In either case, we
could lower Aquilex's corporate credit rating to 'D' or 'SD'
over the next few months."
ASHAPURA MINECHEM: Wins Chapter 15 Recognition; Mediation Urged
---------------------------------------------------------------
Bankruptcy Judge James M. Peck issued an order recognizing the
insolvency proceeding voluntarily commenced in India on May 31,
2011, by Ashapora Minechem Ltd.
According to Judge Peck, the Chapter 15 petition is granted with
the admonition that periodic status conferences will be held,
approximately once every 60 days, regarding the progress of
Ashapora's proceeding under India's Sick Industrial Companies
(Special Provisions) Act, 1985, and without prejudice to the
rights of objecting parties or other affected creditors to show
that the SICA Proceeding, in actual practice, are prejudicing the
rights of the Objectors and of other unsecured creditors similarly
situated to the Objectors.
Two of Ashapura's largest creditors, Armada (Singapore) Pte
Limited and Eitzen Bulk A/S have questioned the motives of Chetan
Shah, as foreign representative, to seek Chapter 15 protection,
citing alleged conflict of interest and lack of good faith and
have asserted that SICA does not satisfy the definition of a
foreign proceeding in 11 U.S.C. Section 101(23) as "a collective
judicial or administrative proceeding. . . ." Armada also argues
that the affairs of Ashapura are not subject to control or
supervision within the meaning of that section.
The Court reserved the right under 11 U.S.C. Section 1517(d) to
grant relief from the automatic stay to Armada and Eitzen for
cause shown or to take other appropriate action, including
modification or termination of recognition, in the interests of
justice. The Court encouraged the parties to "stop posturing and
to start talking to each other in a manner that may lead to a
compromise of the Objectors' claims." The Court notes that both
sides have a great deal to gain by meeting and conferring, perhaps
with a mediator, in an effort to bring these long simmering
disputes to a mutually acceptable resolution.
A copy of Judge Peck's Nov. 22, 2011 Bench Decision is available
at http://is.gd/UV5nLgfrom Leagle.com.
About Ashapura
Ashapura Minechem Ltd. is an industrial company incorporated under
the provisions of the Companies Act 1956, having its registered
office in Mumbai, India. It is listed with the Bombay Stock
Exchange and National Stock Exchange of India, Ltd. It is engaged
in the business of mining, processing and trading minerals and
ores, namely: Bentonite, a versatile clay having applications in
foundries, iron ore pellatization, oil well drilling and civil
engineering; Bauxite, the principal ore used for manufacturing
alumina which is in turn used to produce Aluminum metal; Barytes,
a clay with high specific gravity and is mainly used in oil well
drilling; Iron ore, the principal ore for manufacturing steel.
Ashapura is also engaged in the manufacturing of value added
Bentonite for advanced applications for usage in paper, cosmetic
and edible oil industries. The company also offers to arrange for
logistical support for transportation and shipping of minerals
which it sells to its customers.
Chetan Shah, as foreign representative of Ashapura, filed a
petition for protection under Chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 11-14668) on Oct. 4, 2011.
Attorney for the foreign representative is Ira A. Reid, Esq., at
Baker & McKenzie LLP. The Chapter 15 petition estimated the
Debtor's assets and debts to be between $100 million and
$500 million.
Attorneys for Armada (Singapore) Pte Limited are:
Robert K. Gross, Esq.
Edward W. Floyd, Esq.
EATON & VAN WINKLE LLP
3 Park Avenue
New York, NY 10016-2078
E-mail: Rgross@evw.com
Efloyd@evw.com
Attorneys for Eitzen Bulk A/S are:
Michael E. Unger, Esq.
Lawrence J. Kahn, Esq.
FREEHILL HOGAN & MAHER LLP
80 Pine Street
New York, NY 10005
E-mail: unger@freehill.com
kahn@freehill.com
AURI INC: Posts $553,200 Net Loss in Third Quarter
--------------------------------------------------
Auri, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $553,252 on $287,453 of sales for the three months
ended Sept. 30, 2011, compared with a net loss of $152,568 on
$101,682 of sales for the same period of 2010.
The Company reported a net loss of $1.4 million on $761,277 of
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $490,157 on $462,381 of sales for the same period last
year.
The Company's balance sheet at Sept. 30, 2011, showed $1.1 million
in total assets, $791,104 in total liabilities, and stockholders'
equity of $325,791.
"We have expended substantial funds on product design and
development and the launch of our products," the Company said in
the filing. "As a result, we have historically experienced
negative cash flows from operations since our inception and,
unless we are able to generate sufficient revenues from product
sales, we expect the negative cash flows from operations to
continue for the foreseeable future."
"Therefore, our ability to continue our product development
efforts is highly dependent on the amount of cash and cash
equivalents on hand combined with our ability to raise additional
capital to support our future operations through one or more
methods, including but not limited to, issuing additional equity
or debt."
A complete text of the Form 10-Q is available for free at:
http://is.gd/L24m2y
Laguna Beach, California-based Auri, Inc., designs and markets
Auri branded contemporary footwear for men and women in several
unique styles.
AUSTRALIAN-CANADIAN OIL: Posts $38,700 Net Loss in 3rd Quarter
--------------------------------------------------------------
Australian-Canadian Oil Royalties Ltd. filed its quarterly report
on Form 10-Q, reporting a net loss of $38,732 on $34,706 of oil
and gas revenues for the three months ended Sept. 30, 2011,
compared with a net loss of $14,646 on $38,903 of oil and gas
revenues for the same period of 2010.
The Company reported a net loss of $198,351 on $81,977 of oil and
gas revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $77,264 on $52,686 of oil and gas revenues for
the same period last year.
The Company's balance sheet at Sept. 30, 2011, showed $1.0 million
in total assets, $261,497 in total liabilities, all current, and
stockholders' equity of $760,140.
Killman, Murrell & Company, P.C., in Odessa, Texas, expressed
substantial doubt about Australian-Canadian Oil Royalties' ability
to continue as a going concern, following the Company's results
for the fiscal year ended Dec. 31, 2010. The independent auditors
noted that the Company has suffered recurring losses from
operations and has limited capital resources.
A complete text of the Form 10-Q is available for free at:
http://is.gd/tA9DAL
Cisco, Tex.-based Australian-Canadian Oil Royalties Ltd. was
incorporated in British Columbia, Canada, in April of 1997.
The Company is a purchaser and holder of both overriding royalty
interests and working interests both on an international and
domestic basis.
The Company holds overriding royalty interests in the
Cooper/Eromanga Basins that cover parts of Queensland and South
Australia. The Company's overriding royalties total 488,040 net
royalty acres under 13,679,838 gross surface acres in thirteen
concessions located in the Cooper/Eromanga Basins. In addition,
the Company also owns 3,113 net royalty acres under 672,040 gross
acres in four concessions located in the Bass Strait of the
Gippsland Basin, located offshore of the State of Victoria,
Australia. The Company also has working interests under 7,914,460
gross surface acres covering four concessions located in
Queensland and South Australia.
BEACON POWER: To Sell Stephentown Facility by Jan. 30
-----------------------------------------------------
Power Engineering reports that Beacon Power Corp. said it will
sell its 20 MW energy storage facility in Stephentown, N.Y. by
Jan. 30, 2012. The sale is part of an agreement signed with the
U.S. Department of Energy.
According to the Boston Business Journal, the company valued its
plant on its balance sheet at $41.9 million in June, but recent
developments in the state's market for frequency regulation caused
the company to write down the asset to $12.6 million.
Power Engineering says Beacon Power said it is "confident" that
Order No. 755 from the Federal Energy Regulatory Commission on
pay-for-performance for energy storage will help boost the revenue
enhancing impact and increase the value of the flywheel facility
when the order takes effect in New York in 2012.
About Beacon Power
Tyngsboro, Mass.-based Beacon Power Corporation (Nasdaq: BCOND)
-- http://www.beaconpower.com/-- designs, manufactures and
operates flywheel-based energy storage systems that it has begun
to deploy in company-owned merchant plants that sell frequency
regulation services in open-bid markets.
Beacon Power filed for Chapter 11 protection on Oct. 30, 2011, in
Delaware (Bankr. D. Del. Case No. 11-13450) after borrowing $39.1
million guaranteed by the U.S. Energy Department. Brown Rudnick
and Potter Anderson & Corroon serve as the Debtor's counsel.
Tyngsboro, Massachusetts-based Beacon disclosed assets of
$72 million and debt totaling $47 million, including $39.1 million
owing on the government-guaranteed loan. Beacon built a $69
million facility with 20 megawatts of balancing capacity in
Stephentown, New York, funded mostly by the Energy Department
loan.
Beacon Power is the second cleantech company which has been backed
by the U.S. Department of Energy via loan guarantees to fail this
year. The first was Solyndra, which declared Chapter 11
bankruptcy on Sept. 6, 2011.
BERNARD L. MADOFF: Former Trader Pleads Guilty to Fraud
-------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that a former
trader at Bernard L. Madoff's firm became the latest person to
plead guilty in the decades-long scam. David L. Kugel was a
former supervisory trader in the firm's proprietary-trading
operation. He is the fourth person, beyond Mr. Madoff himself, to
admit guilt since Mr. Madoff's arrest in December 2008. Mr. Madoff
told federal authorities when he was first arrested that he
carried out the scheme by himself.
According to Dow Jones, at a hearing Monday, Mr. Kugel, who worked
for Mr. Madoff's firm for nearly 40 years, admitted to assisting
the fraud as far back as the 1970s by helping create fake trades
that were used to give the appearance of profits for investors in
the firm's investment advisory business.
Mr. Kugel, who agreed to cooperate with prosecutors, pleaded
guilty to six charges: securities fraud, bank fraud, two counts of
conspiracy and two counts of falsifying books and records. He
faces a maximum of 85 years in prison on the charges.
DBR notes the Securities and Exchange Commission separately filed
a related civil lawsuit against Mr. Kugel in federal court in
Manhattan, alleging in part that he withdrew almost $10 million in
false profits from his investment advisory accounts at the Madoff
firm between 2001 and 2008. Mr. Kugel has agreed to settle the
SEC's civil lawsuit, including forfeiting any ill-gotten gains as
part of his criminal plea, the SEC said.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970. The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)
As of July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp. Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.
Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The
trustee has seen more than $28 billion of his claims tossed by
district judges.
BIODELIVERY SCIENCES: Incurs $5.1-Mil. 3rd Quarter Net Loss
-----------------------------------------------------------
BioDelivery Sciences International, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $5.1 million on
$2.7 million of revenues for the three months ended Sept. 30,
2011, compared with a net loss of $6.2 million on $217,203 of
revenues for the same period last year.
The Company reported a net loss of $19.2 million on $2.9 million
of revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.6 million on $2.7 million of revenues for
the same period of 2010.
The Company's balance sheet at Sept. 30, 2011, showed
$30.0 million in total assets, $22.0 million in total liabilities,
and stockholders' equity of $8.0 million.
Cherry, Bekaert & Holland, L.L.P., in Tampa, Florida, expressed
substantial doubt about BioDelivery Sciences' ability to continue
as a going concern, following the Company's 2010 results. The
independent auditors noted that during 2010, the Company
recognized a net loss of $13.0 million. Further, the Company had
net income of $33.0 million in 2009, principally due to the
recognition of $58 million of previously deferred revenue, and a
net loss of approximately $17.2 million in 2008. At Dec. 31,
2010, the Company had incurred cumulative net losses of
$72.2 million.
A copy of the Form 10-Q is available for free at:
http://is.gd/2kLjrK
About BioDelivery Sciences International
Raleigh, N.C.-based BioDelivery Sciences International, Inc., is a
specialty pharmaceutical company that is developing and
commercializing, either on its own or in partnerships with third
parties, new applications of proven therapeutics to address
important unmet medical needs using both proven and new drug
delivery technologies. It has developed and is continuing to
develop pharmaceutical products aimed principally in the areas of
pain management and oncology supportive care. The Company was
incorporated in the State of Indiana in 1997 and was
reincorporated as a Delaware corporation in 2002.
BIOFUELS POWER: Incurs $1MM Net Loss for 9 Months Ended Sept. 30
----------------------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.02 million on $0 of sales for the nine months ended
Sept. 30, 2011, compared with a net loss of $1.44 million on $0 of
sales for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$1.79 million in total assets, $6.08 million in total liabilities,
and a $4.28 million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/dalSkN
Biofuels Power
Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users. BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.
As reported in the TCR on June 22, 2011, Clay Thomas, P.C., in
Houston, expressed substantial doubt about Biofuels Power's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010. The independent
auditor noted that the Company has suffered significant losses and
will require additional capital to develop its business until the
Company either (1) achieves a level of revenues adequate to
generate sufficient cash flows from operations; or (2) obtains
additional financing necessary to support its working capital
requirements.
BLACK RAVEN: Reports $473,000 Net Income in Third Quarter
---------------------------------------------------------
Black Raven Energy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $473,000 on $1.32 million of total operating revenue
for the three months ended Sept. 30, 2011, compared with a net
loss of $835,000 on $114,000 of total operating revenue for the
same period during the prior year.
The Company also reported a net loss of $1.49 million on
$1.68 million of total operating revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $2.07 million on
$344,000 of total operating revenue for the same period a year
ago.
The Company's balance sheet at Sept. 30, 2011, showed
$52.73 million in total assets, $62.49 million in total
liabilities, and a $9.76 million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/UGbmCn
About Black Raven
Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., currently operates as an independent energy
company engaged in the acquisition, exploitation, development and
production of natural gas and oil in the Rocky Mountain Region of
the United States. On Feb. 2, 2009, in connection with its
emergence from bankruptcy, PRB Energy changed its corporate name
to Black Raven Energy, Inc.
On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
On Jan. 16, 2009, the Bankruptcy Court entered an order confirming
PRB Energy reorganization plan. The Plan became effective Feb. 2,
2009.
According to the Company, cash and cash equivalents on hand and
internally generated cash flows may not be sufficient to execute
its business plan. Future bank financings, asset sales, or other
equity or debt financings will be required to fund the Company's
debt service, working capital requirements, planned drilling,
potential acquisitions and other capital expenditures. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
As reported by the TCR on April 21, 2011, Deloitte & Touche LLP,
in Denver, Colorado, noted that the Company's recurring losses
from operations and stockholders' deficit raise substantial doubt
about its ability to continue as a going concern.
BLUEGREEN CORP: BFC Financial Discloses 52% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, BFC Financial Corporation and Woodbridge
Holdings, LLC, disclosed that they beneficially own 16,922,953
shares of common stock of Bluegreen Corporation representing 52%
of the shares outstanding.
As previously disclosed, the Company, BFC and a newly formed
wholly owned subsidiary of BFC entered into a definitive merger
agreement on Nov. 11, 2011, pursuant to which, upon consummation
of the merger contemplated by the Merger Agreement and subject to
the terms and conditions thereof, the Company will become a wholly
owned subsidiary of BFC. Under the terms of the Merger Agreement,
which was approved by a special committee comprised of the
Company's independent directors as well as the boards of directors
of both the Company and BFC, holders of the Company's common stock
will be entitled to receive eight shares of BFC''s Class A Common
Stock for each share of the Company's common stock that they hold
at the effective time of the merger. The shares of the Company's
common stock held directly or indirectly by BFC will be canceled
in the merger.
The consummation of the merger is subject to a number of closing
conditions, including the listing of BFC's Class A Common Stock on
a national securities exchange at the effective time of the merger
and the approval of both the Company's and BFC's shareholders.
While BFC has committed to vote its shares of the Company's common
stock in favor of the Merger Agreement, under Massachusetts law,
the Merger Agreement is required to be approved by holders of at
least 66-2/3% of the outstanding shares of the Company's common
stock. There is no assurance that the merger will be consummated
pursuant to the terms of the Merger Agreement or at all.
A full-text copy of the amended Schedule 13D is available for free
at http://is.gd/Nt0lZx
About Bluegreen Corp.
Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.
In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable. S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010. At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011. While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales. In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.
The Company reported a net loss of $35.87 million on
$365.67 million of revenue for the year ended Dec. 31, 2010,
compared with net income of $3.90 million on $367.36 million of
revenue during the prior year.
The Company also reported a net loss of $11.85 million on $305.43
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $14.16 million on $276.99 million of
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $1.12
billion in total assets, $820.20 million in total liabilities and
$306.23 million in total shareholders' equity.
* * *
In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable. S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010. At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011. While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales. In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.
BLUEKNIGHT ENERGY: Solus Alternative Owns 9.9% of Common Units
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Solus Alternative Asset Management LP and its
affiliates disclosed that they beneficially own 2,502,692 shares
of common units of Blueknight Energy Partners, L.P., representing
9.99% of the shares outstanding. A full-text copy of the filing
is available for free at http://is.gd/aisYG4
About Blueknight Energy
Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.
The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.
The Company also reported net income of $25.89 million on
$131.12 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $10.60 million on
$113.53 million of total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$320.77 million in total assets, $333.23 million in total
liabilities, and a $12.46 million total partners' deficit.
BOCA BRIDGE: Equity Interests to Retain Control Under Plan
----------------------------------------------------------
Boca Bridge LLC has filed its disclosure statement in support of
its amended reorganization plan dated Nov. 11, 2011.
The funds to be used to make cash payments under the Plan will be
derived from proceeds from the Closing Loan and the operation of
the Debtor's business in the ordinary course prior to and after
the Effective Date.
Under the plan, classes 1, 2, 6, 7 and 8 are impaired while
classes 3, 4 and 5 are unimpaired. The Debtor estimated 100%
recovery for classes 1 through 6 while recovery for classes 7 and
8 are unknown.
The plan includes unclassified claims, consisting of
administrative expense claims, priority tax claims, U.S. Trustee
fees, and PACA claims, which will be paid in full in cash. Total
unclassified claims are estimated to total $371,107.
The Plan divides the Claims against and Interests in the Debtor
into several classes:
A. Class 1 (Allowed Lender Secured Claim) will receive the
treatment described in the Restructuring Agreement to be
documented in the form of the New Loan Documents as
provided for in the Restructuring Agreement. Class 1
Claims, estimated to total $10 million, is impaired under
the Plan.
B. Class 2 (Allowed GFS Secured Claim) will receive monthly
payments commencing on the last business day of the first
month of January 2012, with an interest rate of 5%,
amortized over 25 years, for a period of 6 years, with a
balloon payment at the end of the sixth year in an amount
that provides GFS with the total amount of its Allowed GFS
Secured Claim. Class 2 claims, estimated to be
$70,741.82, is impaired under the Plan.
C. Class 3 (Allowed US Bancorp Secured Claim) will receive
the Debtor's assumption of the lease agreement evidencing
and relating to this debt, and payment in the ordinary
course under the lease agreement evidencing and relating
to this debt. The Class 3 Claim is unimpaired.
D. Class 4 (Allowed Secured Taxing Authority Claims) will
receive payment in the ordinary course, upon the latter of
(i) the Effective Date, or, (ii) the date on which an
order approving payment of the Allowed Secured Taxing
Authority Claim becomes a Final Order, generated from the
Debtor's business operations. The Class 4 Claim,
estimated to be $233,090.80, is unimpaired under the Plan.
E. Class 5 (Allowed Unsecured Priority Claims) will receive
100% of the claim in cash upon the latter of (i) the
Effective Date or, (ii) the date on which an order
approving payment of the Allowed Unsecured Priority Claim
becomes a Final Order, generated from the Debtor's
business operations. The Class 5 Claim, estimated to
total $137,000, is unimpaired under the Plan.
F. Class 6 (Allowed General Unsecured Claims) will receive,
subject to the waterfall provisions of the Restructuring
Agreement, quarterly payments, commencing on the last
business day of the first month of January 2012, with an
interest rate of 4.5% amortized over 25 years, for a
period of 6 years, with a balloon payment at the end of
the sixth year in an amount that provides each holder of
an Allowed General Unsecured Claim the total amount of its
Allowed General Unsecured Claim, with no prepayment
penalty, generated from the Debtor's business operations.
Class 6 Claims, estimated to be $418,000, is impaired
under the Plan.
G. Class 7 (Allowed Pre-Petition Lender Claim) will receive,
after the Lender is indefeasibly paid in cash in full and
the Debtor acknowledges and agrees to the same, payments
as arranged by the Debtor and the holder of the Allowed
Pre-Petition Lender Claim; provided that, the holder of
the Allowed Pre-Petition Lender Claims will be entitled to
receive the payments set forth in the Restructuring
Agreement.
H. Class 8 (Allowed Subordinated Insider Claims) will
receive, after the Lender is indefeasibly paid in cash in
full and the Debtor acknowledges and agrees to the same,
payments as arranged by the Debtor and the holders of the
Allowed Subordinated Insider Claims. The Class 8 Claims,
estimated to total $2,000,000, are impaired.
I. Class 9 (Equity Interests) will retain their Equity
Interest in the Debtor and will receive no Distribution
under the Plan on account of the Equity Interests. These
parties will continue to own the Reorganized Debtor: (i)
Chop Investments, LLC will own 15%, (ii) HHH Bridge, Inc.
will own 28.125%, (iii) IHG Realty, LLC will own 18.75%,
(iv) Matap I, LLC will own 13.l25%, and (v) Mitchell
Kaminsky Trust will own 25%. The Class 9 Claims are
impaired under the plan.
The Debtor has asked the Court to schedule the combined Disclosure
Statement and Confirmation Hearing on or before Dec. 9, 2011.
A copy of the disclosure statement is available for free at
http://bankrupt.com/misc/BOCABRIDGE_ds.pdf
About Boca Bridge LLC
In August 2010, 10 creditors owed $69,400 filed an involuntary
Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-34538) against
Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel. In
November, the bankruptcy judge entered ruling placing the Boca
Bridge into Chapter 11. The Debtor disclosed $10,286,336 in
assets and $11,850,060 in liabilities as of the Chapter 11 filing.
Bernice C. Lee, Esq., and Bradley Shraiberg, Esq., at Shraiberg,
Ferrara & Landau, P.A., in Boca Raton, Florida, represent the
Debtor as counsel.z
BONDS.COM GROUP: Incurs $6.2 Million Net Loss in Third Quarter
--------------------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $6.17 million on $1.09 million of revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $1.78 million on
$599,964 of revenue for the same period during the prior year.
The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.
The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/jZMBxk
About Bonds.com Group
Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform. The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.
The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources. Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.
As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern. The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.
BRAINY BRANDS: Incurs $2 Million Net Loss in Third Quarter
----------------------------------------------------------
The Brainy Brands Company, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $2 million on $217,235 of total revenues
for the three months ended Sept. 30, 2011, compared with net
income of $2.04 million on $122,258 of total revenues for the same
period a year ago.
The Company also reported a net loss of $20.05 million on $530,603
of total revenues for the nine months ended Sept. 30, 2011,
compared with net income of $1.68 million on $341,295 of total
revenues for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed $1.60
million in total assets, $18.54 million in total liabilities and a
$16.93 million total shareholders' deficit.
Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about The Brainy Brands' ability to continue as
a going concern, following the Company's 2010 results. The
independent auditors noted that the Company has incurred
significant operating losses and has a net capital deficiency.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/RGrvTt
About Brainy Brands
Suwanee, Ga.-based The Brainy Brands Company, Inc., through its
operating subsidiary, engages in the business of selling
educational DVDs, books, games, and toys for babies, toddlers and
pre-schoolers both domestically and internationally through
retailers under licensing agreements, as well as directly to
customers primarily via internet sales.
BRAINY BRANDS: Conversion Price of Promissory Notes Reduced
-----------------------------------------------------------
The Brainy Brands Company, Inc., entered into a note and warrant
amendment with certain parties on Nov. 15, 2011. Pursuant to the
Note and Warrant Amendment, the conversion price of all of the
Company's outstanding convertible promissory notes was reduced
from $0.20 to $0.08, and the exercise price of all of the
Company's outstanding warrants was reduced from $0.20 to $0.08.
On Nov. 15, 2011, the Company entered into a fourth consent and
waiver agreement. Pursuant to the Waiver Agreement:
* The Investors waived the requirement, under the third consent
and waiver agreement, dated Sept. 23, 2011, that the Company
increase its authorized shares of common stock to 500,000,000
shares by Dec. 1, 2011.
* The Company agreed to use its best efforts to effect a 10-to-
1 reverse split of its common stock by April 1, 2012.
* The Investors waived the application of the last sentence of
Section 3.3 of each of the warrants issued pursuant to the
subscription agreements entered into by the Company in
November 2010 and April 2011, with respect to (i) the
Conversion and Exercise Price Reduction, and (ii) any future
action taken by the Company, such that, as of the date of the
Waiver Agreement, the last sentence of those warrants will be
deemed to have been removed, and there will be no further
adjustment of the number of shares of common stock underlying
those warrants that may be purchased upon full exercise of
each of such warrants, as a result of (a) the Conversion and
Exercise Price Reduction, or (b) any future action by the
Company.
* The Investors waived the Company's obligation to comply with
Schedule 9(e) to the subscription agreement entered into by
the Company in August 2011, such that the Company's use of
proceeds from the sale of securities under that subscription
agreement will be in the Company's sole discretion.
About Brainy Brands
Suwanee, Ga.-based The Brainy Brands Company, Inc., through its
operating subsidiary, engages in the business of selling
educational DVDs, books, games, and toys for babies, toddlers and
pre-schoolers both domestically and internationally through
retailers under licensing agreements, as well as directly to
customers primarily via internet sales.
The Company's balance sheet at June 30, 2011, showed $1.62 million
in total assets, $20.15 million in total liabilities, and a
$18.53 million shareholders' deficit.
Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about The Brainy Brands' ability to continue as
a going concern, following the Company's 2010 results. The
independent auditors noted that the Company has incurred
significant operating losses and has a net capital deficiency.
BRANDYWINE OPERATING: Moody's Affirms (P)Ba1 Pref. Stock Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior unsecured
rating of Brandywine Operating Partnership, L.P. with a stable
outlook. This rating affirmation reflects the office REIT's
adequate financial flexibility, high-quality real estate
portfolio, and operating expertise, which has enabled it to
continue to outperform in its markets despite challenging
fundamentals. The stable outlook reflects Moody's expectation that
Brandywine will demonstrate gradual improvement in net operating
income during the next 12-18 months, while continuing to execute
on its capital plan in order to refinance upcoming debt
maturities.
RATINGS RATIONALE
Brandywine has taken steps to strengthen its financial profile in
recent years, which have helped it to sustain solid investment-
grade credit metrics despite ongoing earnings pressure. The REIT's
effective leverage (debt plus preferred stock as a % of gross
assets) was 47% at 3Q11 versus 53% at year-end 2008. Although,
leverage remains high as measured by Net Debt/EBITDA at 7.5x for
9M11. Moody's expects this metric to improve over time in line
with core earnings growth. Brandywine's higher overall leverage is
mitigated by its modest usage of secured debt (9% of gross assets
as of 3Q11) and commitment to maintaining a large, high-quality
pool of unencumbered assets. Reduced debt levels have helped
Brandywine to sustain sound fixed charge coverage (2.3x for 9M11)
despite lower earnings.
Moody's expects that Brandywine will proactively manage its
liquidity as it seeks to address a high amount of upcoming debt
maturities. 2012 maturities include $152 million of senior
unsecured notes, a $183 million bank term loan and the $166
million balance drawn on its $600 million unsecured revolver.
Brandywine plans to refinance these maturities with a new up to
$500 million unsecured term loan, which Moody's expects it will be
able to execute given the strong support bank lenders have
continued to offer REITs. Brandywine's 2013 maturities remain
modest at $66 million.
Brandywine's key credit challenge remains leasing up vacant space
as the broader economic slowdown continues to impact demand,
particularly for suburban office product. The REIT's core
portfolio occupancy was 85.6% as of 3Q11, up from a low 84.9% as
of 3Q10, but still down from 89.3% at 1Q09. Positively,
Brandywine's mix of central business district and suburban office
locations provides some balance to cash flows and the REIT
experienced slightly positive same-store GAAP NOI growth in 3Q11.
Moody's expects the REIT will achieve modest occupancy gains in
2012, with increased momentum in 2013 depending upon the macro
economic climate.
Moody's stated that an upgrade would likely reflect Net
Debt/EBITDA closer to 6x, fixed charge coverage above 2.5x, and
maintaining secured debt less than 15% of gross assets.
Conversely, a rating downgrade would likely be precipitated by
fixed charge coverage falling below 2.0x, effective leverage
rising above 55%, or increased speculative development.
These ratings were affirmed with a stable outlook:
Brandywine Operating Partnership, L.P. -- Senior unsecured debt at
Baa3; Senior unsecured shelf at (P)Baa3
Brandywine Realty Trust -- Preferred stock shelf at (P)Ba1
Moody's last rating action with respect to Brandywine Realty Trust
was on June 2, 2009, when the ratings were affirmed with a stable
outlook.
The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010 .
Brandywine Realty Trust [NYSE: BDN], headquartered in Radnor,
Pennsylvania, is a REIT that owns, develops, and manages a
primarily Class A, suburban and urban office portfolio aggregating
approximately 36 million square feet.
CATASYS INC: Issues Second Restated Convertible Notes to Socius
---------------------------------------------------------------
Catasys, Inc., on Nov. 15, 2011, issued Second Amended and
Restated Secured Convertible Promissory Notes to Socius Capital
Group, LLC, an affiliate of Terren S. Peizer, Chairman and Chief
Executive Officer of the Company, and David E. Smith, to increase
the outstanding principal amounts under the Amended and Restated
Socius Note by $160,000 and under the Amended and Restated Smith
Note by $100,000 in exchange for loans in those increased amounts
from the Parties. The Company had previously issued Amended and
Restated Secured Convertible Promissory Notes dated Nov. 2, 2011,
to Socius and Smith in the principal amounts of $810,000 and
$780,000, respectively, as previously disclosed in the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on Nov. 8, 2011. In connection with the Second Amended
and Restated Notes additional warrants were issued to the Parties
to purchase an additional 615,385 and 384,615 shares of the
Company's common stock, par value $0.0001 per share, at an
exercise price of $0.32 per share), respectively. The exercise
price of and number of shares of Common Stock underlying the
Warrants are subject to adjustment for financings and share
issuances below the initial exercise price.
The Second Amended and Restated Notes mature on Jan. 5, 2012, and
bear interest at an annual rate of 12% payable in cash at
maturity, prepayment or conversion. The Second Amended and
Restated Notes and any accrued interest are convertible at the
holder's option into common stock or the next financing the
Company enters into in an amount of at least $2,000,000. The
conversion price for the Second Amended and Restated Notes is
equal to the lower of (i) $0.26 per share of Common Stock, and
(ii) the lowest price per share of Common Stock into which any
security is convertible in any Qualified Financing.
Effective Nov. 15, 2011, the Company entered into a Second
Amendment to Consent Agreement with the Parties to amend the
Consent Agreement dated Oct. 5, 2011, as amended by that Amendment
dated Nov. 2, 2011, to adjust Socius's and Mr. Smith's respective
sharing percentages in recoveries against collateral securing the
Second Amended and Restated Notes in order to reflect the
increased principal amounts thereunder.
About Hythiam, Inc.
Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.
The Company reported a net loss of $19.99 million on $448,000 of
total revenues for the twelve months ended Dec. 31, 2010, compared
with a net loss of $9.15 million on $1.53 million of total
revenues during the prior year.
The Company also reported a net loss of $1.32 million on $207,000
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $7.53 million on $338,000 of total
revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $3.04
million in total assets, $5 million in total liabilities and a
$1.95 million total stockholders' deficit.
Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.
Bankruptcy Warning
As of Nov. 9, the Company had a balance of approximately $243,000
cash on hand. The Company had working capital deficit of
approximately $3.5 million at Sept. 30, 2011, and has continued to
deplete its cash position subsequent to Sept. 30, 2011. The
Company has incurred significant net losses and negative operating
cash flows since its inception. The Company could continue to
incur negative cash flows and net losses for the next twelve
months. The Company's current cash burn rate is approximately
$450,000 per month, excluding non-current accrued liability
payments. The Company expects its current cash resources to cover
expenses through November 2011, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate. The Company will need to immediately obtain additional
capital and there is no assurance that additional capital can be
raised in an amount which is sufficient for the Company or on
terms favorable to its stockholders, if at all. If the Company
does not immediately obtain additional capital, there is a
significant doubt as to whether the Company can continue to
operate as a going concern and the Company will need to curtail or
cease operations or seek bankruptcy relief. If the Company
discontinues operations, the Company may not have sufficient funds
to pay any amounts to stockholders.
CDC CORP: Investor Demands Board Members to Terminate CEO
---------------------------------------------------------
Wynnefield Capital, a long-term investor in CDC Software
Corporation CDCS, released a letter demanding that the Company's
Board of Directors terminate Chief Executive Officer Peter Yip
from all of his offices and positions with the Company -- and that
any directors not acting to do so, should immediately resign their
own positions. Wynnefield calls the following events to the
attention of the Company's shareholders:
-- The New York State Supreme Court sanctioned CDC Corporation on
June 29 for submitting patently false testimony, willfully
disregarding its discovery obligations and advancing factually
and legally unsupportable defenses and claims -- and the Court
indicated that it was considering imposing personal sanctions
against Mr. Yip based on his deposition and affidavit
testimony. At the time of the Court Order, Dr. Raymond Ch'ien
was the Chairman of CDC Corporation, and resigned the day
before CDC Corporation filed for voluntary bankruptcy;
-- An independent investigation, conducted by a Special Committee
comprised of independent Board members from the Company and CDC
Corporation, recommended Mr. Yip's removal as CEO. The Board
unanimously determined that "it was not in the best interests
of the Company and its shareholders for Mr. Yip to continue to
serve as the Company's Chief Executive Officer"; and
-- On Nov. 10, the Company's Auditors, Deloitte & Touche
resigned because "Deloitte would not rely upon representations
of Mr. Yip or those influenced or controlled by him..."
On Oct. 12, facing potential removal, Mr. Yip threatened legal
action against the Board. Immediately following Dr. Lee Lam's
resignation as Chairman of the Board, on October 16, at the Board
meeting - then chaired by Dr. Raymond Chien -- the Board voted to
allow Mr. Yip to remain with the Company, with Dr. Ch'ien voting
twice, including the decisive vote in favor of Mr. Yip.
Given the findings of the Court, the results of the independent
investigation of the Board and the resignation of the Company's
independent auditors, clearly the Board has failed to fulfill its
fiduciary duty to the shareholders to terminate Mr. Yip's service
with the Company. The fact that Dr. Ch'ien -- who also serves as
Chairman of Hang Seng Bank, and as an independent director of
Swiss Reinsurance Company and Hong Kong Mercantile Exchange, among
other companies -- and another unnamed Board collaborator continue
to protect Mr. Yip is a breach of good governance practices and
their duties of loyalty and care. It's hard to believe that an
individual of Dr. Ch'ien's business stature would endorse these
questionable governance practices. Wynnefield believes that the
CDC Software Board must immediately terminate all affiliations
with Mr. Yip or resign their own positions on the Board.
Wynnefield had written to the Board on November 10, insisting that
the Board act by November 18. To date, the Board has not yet
acted on Wynnefield's recommendation.
About CDC Corp
Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS). CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing. The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.
CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel. The Debtor estimated
assets and debts at $100 million to $500 million as of the
Chapter 11 filing.
CEDAR FUNDING: Fraudulent Transfer Suit v. E&F Goes to Trial
------------------------------------------------------------
R. TODD NEILSON, Trustee for Debtor, CEDAR FUNDING, INC., v. E & F
FINANCIAL SERVICES, INC., Adv. Proc. No. 10-5157 (Bankr. N.D.
Calif.), seeks to avoid and recover more than $1 million in
alleged fraudulent transfers purportedly made by the debtor to
E & F Financial Services, Inc., during a four-year period before
the Cedar Funding Chapter 11 case was filed. The Chapter 11
Trustee seeks to recover under both Bankruptcy Code Section 548
and California Civil Code Sec. 3439 et seq., the latter of which
codifies California's version of the Uniform Fraudulent Transfer
Act. E&F now seeks summary judgment in its favor, arguing that
the debtor received reasonably equivalent value for its payments
to E&F. In a Nov. 22, 2011 Memorandum Decision, Bankruptcy Judge
Charles Novack denied summary judgment, but granted partial
summary adjudication under F.R.B.P. 7056(d) with regard to certain
facts. Judge Novack said reasonable questions of material fact
exist regarding the extent of the value received by Cedar Funding.
About Cedar Funding
Monterey, California-based mortgage lender Cedar Funding Inc.
-- http://www.cedarfundinginc.com/-- owned by real estate broker
David Nilsen, filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 08-52709) on May 26, 2008. CFI was alleged to be a Ponzi
scheme. CFI accepted many millions of dollars from hundreds of
individuals who believed they were acquiring fractional interests
in loans that were secured by real property. Many more invested
with CFI through a related entity, Cedar Funding Mortgage Fund
LLP, that acquired fractional interests in the name of the Fund.
CFI failed to record assignments of its deeds of trust that would
have provided security interests to most of its investors,
including the Fund.
R. Todd Neilson was appointed Chapter 11 trustee in the case.
Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represented Mr. Neilson. The Debtor estimated assets
of less than $50,000 and debts of $100 million to $500 million in
its Chapter 11 petition.
As reported by the Troubled Company Reporter on March 7, 2011, the
Bankruptcy Court confirmed the joint Chapter 11 plan of
liquidation proposed by R. Todd Neilson, and the Official
Committee of Unsecured Creditors. According to the disclosure
statement explaining the Plan, holders of unsecured claims
aggregating $146 million are expected to recover 5% to 10% of
their allowed claims. Holders of unsecured claims classified as
convenience claims -- expected to total $700,000 -- will each
receive a one-time payment of $2,000 and are projected to recover
100 cents on the dollar.
CHANTICLEER HOLDINGS: Posts $495,700 Net Loss in 3rd Quarter
------------------------------------------------------------
Chanticleer Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $495,756 on ($5,726) of revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$149,356 on $9,250 of revenue for the same period last year.
The Company reported a net loss of $496,037 on $468,417 of revenue
for the nine months ended Sept. 30, 2011, compared with a net loss
of $494,397 on $80,504 of revenue for the same period of 2010.
The Company's balance sheet at Sept. 30, 2011, showed $2.2 million
in total assets, $1.8 million in total liabilities, and
stockholders' equity of $376,920.
Creason & Associates, P.L.L.C., in Tulsa, Oklahoma, expressed
substantial doubt about Chanticleer Holdings' ability to continue
as a going concern, following the Company's 2010 results. The
independent auditors noted that the Company has incurred
substantial net losses and negative cash flows from operations for
the past several years, along with negative working capital. "In
addition, the Company has future plans that may require
substantial financial obligations."
A copy of the Form 10-Q is available for free at:
http://is.gd/P6r5sl
Headquartered in Charlotte, N.C., Chanticleer Holdings, Inc.
(OTC BB: CCLR) -- http://www.chanticleerholdings.com/-- was
formed in 2005 as a business development company and converted to
an operating holding company in 2008. For the next three years
the Company invested in privately held or publicly-traded small or
micro-cap, value-based opportunities through privately managed
pools of capital.
In 2011, Chanticleer played a vital role in the acquisition of
Hooters of America, Inc., and Texas Wings, Inc. Chanticleer
Holdings, Inc., is focused on owning and operating a growing
number of Hooters restaurants located primarily in fast growing
emerging international markets. Chanticleer maintains an
ownership stake in Hooters of America, Inc., and its CEO, Mike
Pruitt, also is a member of HOA's Board of Directors.
CHINA DU KANG: Incurs $539,000 Net Loss in Third Quarter
--------------------------------------------------------
China Du Kang Co., Ltd., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $539,545 on $748,251 of gross revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $238,228
on $585,454 of gross revenue for the same period during the prior
year.
The Company also reported a net loss of $1 million on
$1.96 million of gross revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $895,853 on $1.51 million of
gross revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$14.75 million in total assets, $22.30 million in total
liabilities and a $7.54 million total shareholders' deficit.
As reported in the Troubled Company Reporter on April 14, 2010,
Keith Z. Zhen, CPA, in Brooklyn, N.Y., expressed substantial doubt
about China Du Kang's ability to continue as a going concern,
following the Company's 2009 results. The independent auditor
noted that the Company has incurred an operating loss in 2009 and
2008 and has a working capital deficiency and a shareholders'
deficiency as of Dec. 31, 2009.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/sH70Bg
About China Du Kang
Headquartered in Xi'an, Shaanxi, in the PRC, China Du Kang Co.,
Ltd., was incorporated as U.S. Power Systems, Inc., in the State
of Nevada on Jan. 16, 1987. The Company is principally engaged in
the business of production and distribution of distilled spirit
with the brand name of "Baishui Dukang". The Company also
licenses the brand name to other liquor manufactures and liquor
stores.
CHURCH OF GOOD NEWS: District Court Affirms Boston's Claim
----------------------------------------------------------
Andre T. Ridley, who at one time was the pastor of the Church of
Good News, Inc., appeals from a Feb. 23, 2011 bankruptcy court
order overruling his objection to a proof of claim filed by the
City of Boston, Massachusetts, intervenor, claiming $32,332.40 for
a raze fee plus interest and allowing the City's claim. The fee
accrued as a result of the 1998 demolition of a vandalized
structure located on a property, then owned by the Church, and now
owned by Mr. Ridley. Based on principles of collateral estoppel,
Mr. Ridley asserts that the bankruptcy court erred because it had
previously ruled, in a 2001 order and memorandum, that these sums
were exempt from collection under Mass. G. L. c. 59 Sec. 5 cl. 11
due to the religious use of the properties. Mr. Ridley also
asserts that the City, which opposed the Church's religious
exemption claims in 1999, is now barred on res judicata grounds
from raising new legal arguments or claims for the raze fee that
were available to it at the time of the earlier action.
In a Nov. 21, 2011 Order, available at http://is.gd/1ceQDhfrom
Leagle.com, District Judge Rya W. Zobel affirmed the bankruptcy
court's decision overruling Mr. Ridley's objection to the City of
Boston's amended proof of claim. However, the case is remanded to
the bankruptcy court for resolution of the interest charges.
In 1998, the Church filed for Chapter 11 bankruptcy protection.
In November 1999, the Church and the U.S. Bankruptcy Trustee filed
a "Motion to Determine Tax Liability", in which the Church
requested entry of an order "determining the Debtor's tax
liability with respect to its real property, including the land
and all improvements, located in the City of Boston." The Church
argued that "real estate owned by or held in trust for religious
purposes is exempt" from local property tax in Massachusetts and
that the dominant or intended use of the properties at issue was
for religious purposes. The City opposed the motion on the ground
that the Church conducted taxable activities or no activities at
all on the properties and therefore was not entitled to the
exemption.
The case is ANDRE T. RIDLEY Appellant, v. CAROLYN BANKOWSKI, ET
AL. Appellee, THE CITY OF BOSTON Intervenor, Civil Action No. 11-
10439-RWZ (D. Mass.).
CIRTRAN CORP: Incurs $925,920 Net Loss in Third Quarter
-------------------------------------------------------
CirTran Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $925,920 on $832,772 of net sales for the three months ended
Sept. 30, 2011, compared with a net loss of $514,582 on
$1.73 million of net sales for the same period during the prior
year.
The Company reported a net loss of $4.95 million on $9.04 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $5.81 million on $9.73 million of net sales during the
prior year.
The Company also reported a net loss of $4.83 million on
$2.91 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $2.59 million on $5.82 million
of net sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$3.46 million in total assets, $26.23 million in total liabilities
and a $22.76 million total stockholders' deficit.
As reported by the TCR on April 21, 2011, Hansen, Barnett &
Maxwell, P.C., Salt Lake City, Utah, noted that the Company has an
accumulated deficit, has suffered losses from operations and has
negative working capital that raise substantial doubt about its
ability to continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/yojvix
About CirTran Corporation
West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
-- http://www.CirTran.com/-- markets and manufactures energy
drinks under the Playboy brand pursuant to a license agreement
with Playboy Enterprises, Inc. The Company also provides turnkey
manufacturing services and products using various high-tech
applications for electronics manufacturers in various industries.
CLEAR CHANNEL: Unit Inks Aircraft Lease Agreement with Yet Again
----------------------------------------------------------------
On Oct. 2, 2011, Robert W. Pittman was appointed as Chief
Executive Officer of CC Media Holdings, Inc., and its indirect
subsidiary Clear Channel Communications, Inc., as a member of the
board of directors of each of CCMH and CCU, and as Executive
Chairman and a member of the board of directors of Clear Channel
Outdoor Holdings, Inc., an indirect subsidiary of CCMH and CCU.
CCMH also entered into an employment agreement with Mr. Pittman on
October 2, 2011.
On Nov. 16, 2011, Clear Channel Broadcasting, Inc., a wholly owned
subsidiary of CCMH, entered into an Aircraft Lease Agreement with
Yet Again Inc., a corporation controlled by Mr. Pittman. In
accordance with their respective written policies for the review
and approval of related party transactions involving executive
officers or directors, the Agreement was pre-approved by the Audit
Committee of each of CCMH and CCU, as well as by the board of
directors of each of CCMH and CCU.
Pursuant to the Agreement, CCB will lease on an exclusive basis a
Dassault-Breguet Mystere Falcon 900 aircraft owned by Yet Again in
exchange for a one-time upfront rental payment equal to $3,000,000
to Yet Again. In addition to the Lease Payment, CCB will pay all
taxes or fees which may be assessed or levied as a result of the
leasing or operation of the Aircraft by CCB or the payment of the
Lease Payment by CCB. CCB will be responsible for all costs of
operating and maintaining the Aircraft during the Term, other than
discretionary upgrades, capital improvements or refurbishment.
CCMH intends to make the Aircraft available to Mr. Pittman for his
business and personal use pursuant to the terms of his previously
disclosed employment agreement with CCMH.
The Agreement has a term that will continue for a period of six
years from the date of delivery of the Aircraft unless terminated
(i) immediately upon the mutual consent of all parties, (ii) by
either party immediately upon the termination of Mr. Pittman's
employment with CCMH or its affiliates, (iii) by the non-breaching
party if an event of default has occurred and the breaching party
has not cured within the applicable cure period provided for in
the Agreement or (iv) automatically in certain circumstances
following certain events of loss or upon damage to the Aircraft
that renders it improbable that it can be operated within 60 days.
In the event the Agreement is terminated prior to the expiration
of the Term, Yet Again will be required to refund to CCB a pro
rata portion of the Lease Payment and a pro rata portion of the
tax associated with the amount of the Lease Payment refunded,
based upon the period remaining in the Term.
The Agreement provides that Yet Again will obtain insurance
policies covering all operations of the Aircraft at CCB's sole
cost and expense. The Agreement contains customary provisions
regarding delivery, limitation of liability and risk of loss.
On Nov. 14, 2011, the Executive Performance Subcommittee of the
Compensation Committee of the board of directors of CCMH approved
an additional bonus opportunity for John E. Hogan, CCMH's
President and Chief Executive Officer - Clear Channel Radio, of
between $0 and $1,000,000, based on criteria relating to
operational performance during 2011 that will be established and
approved by the Subcommittee at a later date. Following the
conclusion of 2011, based on such criteria approved by the
Subcommittee, the Subcommittee, in its sole discretion, will
determine the bonus amount, if any, earned, (i) one-third of which
will be paid immediately following such date of determination,
(ii) one-third of which will be paid on the first anniversary of
such date of determination and (iii) one-third of which will be
paid on the second anniversary of such date of determination.
On Nov. 14, 2011, the Subcommittee also approved an increase in
the base salary of Robert H. Walls, Jr., the Executive Vice
President, General Counsel and Secretary of CCMH and CCU and a
member of the Office of the Chief Executive Officer and the
Executive Vice President, General Counsel and Secretary of CCOH,
from $550,000 to $750,000, effective as of Oct. 1, 2011, in
recognition of Mr. Walls' continued contribution and value to the
organization. Pursuant to the terms of his employment agreement,
effective Oct. 1, 2011, the increase in Mr. Walls' base salary
also results in a corresponding increase in Mr. Walls' target
bonus amount for 2011.
About CC Media and Clear Channel
San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO)
-- http://www.ccmediaholdings.com/-- is the parent company of
Clear Channel Communications, Inc. CC Media Holdings is a global
media and entertainment company specializing in mobile and on-
demand entertainment and information services for local
communities and premier opportunities for advertisers. The
Company's businesses include radio and outdoor displays.
CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising. Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.
The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for the fiscal year ended Dec. 31, 2009.
The Company also reported a net loss of $259.06 million on
$4.50 billion of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $416.42 million on $4.23 billion of
revenue for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed $16.51
billion in total assets, $23.96 billion in total liabilities and a
$7.45 billion total member's deficit.
* * *
CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's. Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.
Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue. The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.
In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.
S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion). In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business. S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.
CLEARWIRE CORP: Cut by S&P to 'CCC' on Possible Skip on Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured first-lien issue-level ratings on Bellevue,
Wash.-based wireless provider Clearwire Corp. to 'CCC' from
'CCC+'. The outlook is developing.
"The recovery rating on the first-lien secured debt is unchanged
at '3'. Additionally, we lowered the issue-level rating on its
senior secured second-lien notes to 'CC' from 'CCC-'. The '6'
recovery rating on the notes also remains unchanged," S&P said.
"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
Clearwire would have a 30-day grace period should it miss the
interest payments on that date. With about $698 million of cash on
the balance sheet, Clearwire has sufficient funds to pay the
remaining interest expense due in 2011, although Standard & Poor's
believes that it would still have to raise significant capital to
maintain operations in 2012 despite the cost-reduction measures it
has already achieved. If Clearwire elected to make the interest
payment, we believe that it would exit 2011 with around $350
million to $400 million in cash, which assumes less than $100
million of capital expenditures and EBITDA losses. We do not
believe that this cash balance will be sufficient to cover free
operating cash flow (FOCF) losses and a Long-Term Evolution (LTE)
wireless network overlay in 2012 and that the company will require
additional funding during the year," S&P said.
"While its relationship with majority owner Sprint Nextel Corp.
(B+/Negative/--) seems to have improved, the two companies have
yet to announce an extension of their wholesale agreement, which
could improve Clearwire's ability to obtain external funding from
the capital markets. Moreover, we expect that Sprint Nextel will
both actively market the iPhone, which it believes is vital to
growing its post-paid subscriber base, and de-emphasize its WiMax
enabled handsets. This, in turn, could impair wholesale subscriber
growth at Clearwire and make it challenging to generate positive
EBITDA or FOCF over the next year," S&P related.
"The ratings on Clearwire continue to reflect its highly leveraged
financial risk profile based on our expectation that the company
will likely fully deplete its cash in 2012. The ratings also
reflect our view that Clearwire has a vulnerable business position
as a developmental-stage company; significant competition from
better capitalized wireless carriers, including AT&T Mobility
and Verizon Wireless, which are deploying their own 4G wireless
services; and technology risk," S&P said.
"The rating outlook is developing. We would lower the ratings to
'D' if Clearwire fails to make the Dec. 1 interest payment within
the 30-day grace period designated in the credit facilities.
Conversely, we could raise the corporate credit rating back up to
'CCC+' if the company continues to service its debt on a timely
basis, and can also secure sufficient external funding, either
from the capital markets or through spectrum sales, to shore up
its liquidity over the next six to 12 months. We note that renewal
of the Sprint wholesale agreement would likely improve the
company's prospects of obtaining additional funding from the
capital markets," S&P said.
CNS RESPONSE: Enters Into Amended Note & Warrant Purchase Pact
--------------------------------------------------------------
CNS Response, Inc., entered into an Amended and Restated Note and
Warrant Purchase Agreement in connection with a $2 million bridge
financing with accredited investors. Pursuant to the agreement,
the Company on Nov. 11, 2011, and Nov. 17, 2011, issued
subordinated secured convertible notes in the aggregate principal
amount of $560,000 and warrants to purchase 5,600,000 shares of
common stock to three accredited investors for gross proceeds to
the Company of $560,000. Of these amounts, John Pappajohn, a
member of the Company's Board of Directors, purchased a Bridge
Note in the aggregate principal amount of $250,000 and a warrant
to purchase 2,500,000 shares.
John Pappajohn and an additional accredited investor had
previously purchased subordinated secured convertible notes in the
aggregate principal amount of $270,000 and warrants to purchase
1,350,000 shares of common stock pursuant to a Note and Warrant
Purchase Agreement dated as of Oct. 18, 2011. The Bridge
Financing Purchase Agreement amended and restated the October
agreement in that it increased the warrant coverage from 50% to
100%. In addition, each holder's option to redeem or convert
their Bridge Note at the closing of the Qualified Offering can now
only be amended, waived or modified with the consent of the
Company and that holder. Including the amounts issued in October
2011, to date, the Company has issued Bridge Notes in the
aggregate principal amount of $830,000 and warrants to purchase
8,300,000 shares of common stock pursuant to the Bridge Financing
Purchase Agreement.
The Bridge Financing Purchase Agreement provides for the issuance
and sale of Bridge Notes in the aggregate principal amount of up
to $2,000,000, and warrants to purchase a number of shares
corresponding to 100% of the number of shares issuable on
conversion of the Bridge Notes, in one or multiple closings to
occur no later than April 1, 2012. The Bridge Financing Purchase
Agreement also provides that the Company and the holders of the
Bridge Notes will enter into a registration rights agreement
covering the registration of the resale of the shares underlying
the Bridge Notes and the related warrants.
The Bridge Notes mature one year from the date of issuance, earn
interest equal to 9% per year with interest payable at maturity,
are convertible into shares of common stock of the Company at a
conversion price of $0.10, are secured by a second position
security interest in the Company's assets that is pari passu with
the interest recently granted to the holders of the Company's
subordinated convertible notes, are subordinated in all respects
to the Company's obligations under its senior convertible notes
and the related guaranties issued to certain investors by SAIL
Venture Partners, L.P., and are pari passu to the obligations
under the Subordinated Notes. The second position security
interest is governed by the amended and restated security
agreement, dated as of Sept. 30, 2011, between the Company and
Paul Buck, as administrative agent for the secured parties, which
replaced the security agreement entered into in connection with
the issuance of the Senior Notes in 2010.
A full-text copy of the Form 8-K is available for free at:
http://is.gd/RKeO8A
About CNS Response
Aliso Viejo, Calif.-based CNS Response, Inc., is a cloud-based
neurometric company focused on analysis, research, development and
the commercialization of a patented platform which allows
psychiatrists and other physicians to exchange outcome data
referenced to electrophysiology. With this information,
physicians can make more informed decisions when treating
individual patients with behavioral (psychiatric and/or addictive)
disorders. The Company's secondary Clinical Services business,
operated by its wholly-owned subsidiary, Neuro-Therapy Clinic
("NTC"), is a full service psychiatric clinic.
Cacciamatta Accountancy Corporation, in Irvine, California,
expressed substantial doubt about CNS Response's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Sept. 30, 2010. The independent auditors
noted that of the Company's continued operating losses and limited
capital.
The Company's balance sheet at June 30, 2011, showed $1.36 million
in total assets, $10.46 million in total liabilities and a $9.10
million total stockholders' deficit.
COMCAM INTERNATIONAL: Incurs $480,000 Net Loss in Third Quarter
---------------------------------------------------------------
ComCam International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $480,209 on $384,592 of net revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $17,131
on $1.02 million of net revenues for the same period during the
prior year.
The Company reported a net loss of $1.35 million on $3.55 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $430,648 on $24,086 of revenue during the prior year.
The Company also reported a net loss of $1.47 million on $2.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.07 million on $2.52 million of net
revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $1.71
million in total assets, $1.94 million in total liabilities and a
$228,902 total stockholders' deficit.
s of Sept. 30, 2011, the Company has negative working capital and
has incurred losses since inception. These factors taken alone
raise substantial doubt about the Company's ability to continue as
a going concern. However, management is in the process of
procuring additional financing to expand marketing efforts and
product development, which actions, if successful, will enable the
Company to continue as a going concern. Nevertheless, there can
be no assurance that sufficient financing will be available to the
Company to successfully pursue its marketing and product
development efforts.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/ecSml0
About ComCam International
West Chester, Pa.-based ComCam International, Inc. is both a
network solutions innovator and a provider of fusion technologies
for security products and modern networks. The Company's
proprietary digital wireless camera systems and security
integration solutions address complex command-and-control
applications for rapid-deployment military situations, borders,
ports, airports, and detention facilities.
COMPREHENSIVE CARE: Incurs $2.5 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Comprehensive Care Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.55 million on $17.20 million of total revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$3.69 million on $7.90 million of total revenues for the same
period during the prior year.
The Company reported a net loss of $10.4 million on $35.2 million
of revenues for 2010, compared with a net loss of $18.9 million on
$14.2 million of revenues for 2009.
The Company also reported a net loss of $6.47 million on
$54.04 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $8.63 million on
$17.34 million of total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$14.67 million in total assets, $26.41 million in total
liabilities and a $11.73 million total stockholders' deficiency.
Mayer Hoffman McCann P.C., in Clearwater, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern. The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to fund its
working capital requirements.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/TRSN3S
About Comprehensive Care
Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.
CROWN EQUITY: Posts $1.6 Million Net Loss in Third Quarter
----------------------------------------------------------
Crown Equity Holdings Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $1.6 million on $252,510 of revenue
for the three months ended Sept. 30, 2011, compared with a net
loss of $141,391 on $399,395 of revenue for the same period last
year.
The Company reported a net loss of $1.6 million on $$1.6 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $343,049 on $1.1 million of revenue for the same
period last year.
The Company's balance sheet at Sept. 30, 2011, showed $1.2 million
in total assets, $364,328 in total liabilities, and stockholders'
equity of $824,738.
MaloneBailey, LLP, in Houston, expressed substantial doubt about
Crown Equity's ability to continue as a going concern, following
the Company's 2010 results. The independent auditors noted that
the Company has historically suffered losses from operations.
A copy of the Form 10-Q is available for free at:
http://is.gd/GDE5TF
Las Vegas, Nev.-based Crown Equity Holdings Inc. (OTC BB: CRWE)
-- http://www.crownequityholdings.com/-- was incorporated in
August 1995 in Nevada. The Company provides various consulting
services to companies and individuals dealing with corporate
structure and operations globally. The Company also provides
public relations and news dissemination for publicly and privately
held companies.
CYBEX INTERNATIONAL: To File Petition on "Barnhard" Verdict
-----------------------------------------------------------
Cybex International reported that the Appellate Division, Fourth
Judicial Department, of the Supreme Court of the State of New
York, has rendered a decision in the Company's appeal of the
previously announced jury verdict in the product liability
litigation, Barnhard v. Cybex International, Inc. The Appellate
Division reduced the judgment by approximately 31%, to
approximately $44 million. Under New York law, Cybex is
responsible for payment of the judgment but will seek
reimbursement from the co-defendant of approximately 21% of its
payments on the judgment, which results in a net liability to
Cybex, after insurance, of approximately $33 million plus interest
at the annual rate of 9% which accrues on the modified judgment
from the judgment date. The judgment was otherwise affirmed.
Cybex Chairman and CEO John Aglialoro stated, "Cybex strongly
believes that it was not at fault in the accident that is the
basis of the plaintiff's claims and that this case was wrongly
decided as to liability. In addition, while the Company
appreciates the decision of the Court to reduce the judgment, we
believe that the amount of damages represented by the reduced
judgment continues to be overstated. Accordingly, we will
petition the Court of Appeals of the State of New York to consider
our appeal of the judgment."
Cybex expects within 60 days a decision by the Court of Appeals
whether to accept for consideration the Company's appeal and, if
the appeal is accepted, it expects a ruling on the merits during
2012. The Company is also exploring both ways to protect itself
in the event the Court of Appeals does not accept the appeal for
consideration and available alternatives to fund an ultimate
resolution of the matter.
Cybex is analyzing the impact that the appellate decision, which
will result in a reduction in the Barnhard net litigation reserve,
will have on fourth quarter and full year results.
About Cybex International
Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.
The net loss was $454,000 on $97.1 million of net sales for the
nine months ended Sept. 24, 2011, compared with a net loss of
$1.1 million on $83.0 million of net sales for the nine months
ended Sept. 25, 2010.
The Company's balance sheet at Sept. 24, 2011, showed
$87.8 million in total assets, $103.0 million in total
liabilities, and a stockholders' deficit of $15.2 million.
As reported in the TCR on April 8, 2011, KPMG LLP, in Pittsburgh,
Pa., expressed substantial doubt about Cybex International's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010. The independent
auditors noted that a December 2010 jury verdict in a product
liability suit apportions a significant amount of liability to the
Company. "The Company does not have the resources to satisfy a
judgment in this matter that has not been substantially reduced
from the jury verdict, which raises substantial doubt about the
Company's ability to continue as a going concern."
CYTOCORE INC: Incurs $560,000 Net Loss in Third Quarter
-------------------------------------------------------
Cytocore, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $560,000 on $5,000 of net revenues for the three months ended
Sept. 30, 2011, compared with a net loss of $538,000 on $8,000 of
net revenues for the same period during the prior year.
The Company reported a net loss of $2.09 million on $30,000 of net
sales for the year ended Dec. 31, 2010, compared with a net loss
of $3.55 million on $44,000 of net sales during the prior year.
The Company also reported a net loss of $1.55 million on $19,000
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $1.30 million on $24,000 of net revenues for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$1.67 million in total assets, $6.58 million in total liabilities,
all current, and a $4.90 million total stockholders' deficit.
As reported by the TCR on April 18, 2011, L J Soldinger Associates
LLC, in Deer Park, Illinois, said in its audit report on the
financial statements for the year ended Dec. 31, 2010, that the
Company's recurring losses from operations and resulting
dependence upon access to additional external financing, raise
substantial doubt concerning its ability to continue as a going
concern.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/P3qQDq
About Cytocore Inc.
Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYOE)
-- http://www.cytocoreinc.com/-- is a biomolecular diagnostics
company engaged in the design, development, and commercialization
of cost-effective screening systems to assist in the early
detection of cancer. CytoCore(R) is currently focused on the
design, development, and marketing of its CytoCore Solutions(TM)
System and related image analysis platform. The CytoCore
Solutions(TM) System and associated products are intended to
detect cancer and cancer-related diseases, and may be used in a
laboratory, clinic, or doctor's office.
CYTOMEDIX INC: Posts $2.2 Million Net Loss in Third Quarter
-----------------------------------------------------------
Cytomedix, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.2 million on $1.5 million of total
revenues for the three months Sept. 30, 2011, compared with a net
loss of $1.4 million on $1.3 million of total revenues for the
same period a year ago.
The Company reported a net loss of $4.4 million on $4.3 million of
total revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $4.7 million on $2.6 million of total revenues
for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $9.0 million
in total assets, $8.5 million in total liabilities, and
stockholders' equity of $554,678.
In the event the Company is unable to successfully sustain and
increase product sales and obtain additional capital, it is
unlikely that the Company will have sufficient cash flows and
liquidity to finance its business operations as currently
contemplated.
"Accordingly, if the Company determines it will not be able to
obtain the necessary financing to address its working capital
needs for a reasonable period into the future, it may pursue
alternative paths forward for the Company. These paths could
include, but not be limited to, sale of the Company or its assets,
merger, organized wind-down, going private/dark, fundamental shift
in its strategic plan (e.g. abandon commercialization strategy and
focus exclusively on licensing), bankruptcy, etc.," the Company
said in the filing.
As reported in the TCR on April 5, 2011, PricewaterhouseCoopers
LLP, in Baltimore, expressed substantial doubt about Cytomedix,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results. The independent auditors noted that the
Company has suffered recurring losses from operations and has
insufficient liquidity to fund its ongoing operations.
A complete text of the Form 10-Q is available for free at:
http://is.gd/UDT9Ax
About Cytomedix
Gaithersburg, Md.-based Cytomedix, Inc., develops, sells, and
licenses regenerative biological therapies intended to aid the
human body in regenerating/healing itself, to primarily address
the areas of wound care, infection control, and orthopedic
surgery.
DESMARAIS ENERGY: Has BIA Proposal, to Pay $2.33M Debt With Shares
------------------------------------------------------------------
Desmarais Energy Corporation said it has filed with the Office of
the Superintendent of Bankruptcy a proposal respecting the
restructuring of the Corporation's financial affairs under the
Bankruptcy and Insolvency Act (Canada).
The Proposal sets forth a restructuring plan that would see
$2,338,174 of the Corporation's debt satisfied primarily through
the issuance of Desmarais common shares. As part of the Proposal,
$616,271 of the amounts owing to Desmarais' secured lender would
be satisfied through the issuance of Common Shares, on the same
basis as the claims of other creditors satisfied in the Proposal.
Accordingly, through a successful Proposal, the Corporation will
satisfy $2,338,174 of its outstanding debt, such that after the
Proposal it will have approximately $45,000 in positive working
capital and approximately $2,100,000 in secured debt (inclusive of
$100,000 in debtor-in-possession financing incurred by the
Corporation).
Through a successful Proposal, Desmarais anticipates it will be
able to continue to explore and develop its oil and gas assets and
operate its business, with a significantly improved balance sheet.
Further, Desmarais expects to pursue additional business
opportunities and strategic alternatives after completing the
Proposal, with the cooperation of its secured creditor, with the
goal of further enhancing value for all stakeholders. Desmarais
therefore believes the Proposal represents the opportunity for a
greater return for its creditors, through ongoing equity ownership
in the Corporation, than would be realized in the event of a
forced liquidation of Desmarais' assets through a receivership or
bankruptcy asset sale.
The Proposal
Pursuant to the Proposal, in full and final satisfaction of their
claims, certain of Desmarais' creditors (the "Affected Creditors")
will be given the opportunity (subject to those Affected Creditors
whose claims are less than $100) to choose to receive either
Common Shares (for the full value of their claim) or to share (to
a maximum amount of 10% of the value of their claim) in a limited
cash pool (the "Cash Pool") in the total amount of $40,000.
Affected Creditors whose claims are $100 or less shall be paid in
full in cash. More specifically, Affected Creditors whose claims
are greater than $100 will be entitled to choose between the
following two options:
(i) Affected Creditors owed more than $100 may choose to
receive Common Shares in satisfaction of their claims
(rounded up to the nearest Common Share in the case of
partial shares), with such Common Shares valued for
this purpose at $0.08 per Common Share (being the
30-day volume weighted average trading price of the
Common Shares on the TSX Venture Exchange immediately
prior to Desmarais' announcement of its Notice of
Intention to File a Proposal under the BIA on Sept. 26,
2011) such that an Affected Creditor will receive
12,500 Common Shares for every $1,000 value of their
claim, subject to applicable withholdings under the BIA;
or
(ii) Affected Creditors owed more than $100 may choose to
assign all (but not less than all) of their claims to
an arm's length third party to be identified at the
first meeting of creditors in exchange for participation
in the Cash Pool. In this option, Affected Creditors
will receive the lesser of: (i) 10% of the value of
their claim; or (ii) their pro rata share of the total
amount of the Cash Pool, subject to applicable
withholdings under the BIA.
The assignee of claims under option (i) described above shall,
upon implementation of the Proposal, be issued Common Shares of
Desmarais in the same manner as Common Shares issued to Affected
Creditors who choose option (ii) described above.
The Proposal remains subject to the necessary approval of
creditors at an upcoming meeting of creditors currently scheduled
for Dec. 8, 2011, as well as court and other regulatory approval,
including the approval of the TSXV. A copy of the Proposal will
be filed on Desmarais' SEDAR profile and will be available for
viewing at www.sedar.com.
Personnel Matters
Desmarais further announced that Mr. James Long has agreed to
resign as President and Chief Executive Officer of the Corporation
effective immediately following the implementation of the
Proposal. Mr. Long is expected to continue to serve as a director
of the Corporation. It is expected that Mr. Doug Robinson, the
current Chairman of the Corporation, will assume the position of
President and Chief Executive Officer on an interim basis
immediately subsequent to the implementation of the Proposal. The
Corporation and Mr. Long have agreed that all claims of Mr. Long
related to his employment with the Corporation, including any
outstanding wages and severance and other amounts claimed under
his employment agreement, will be settled for the aggregate amount
of $100,000 (the "Employment Claim"). Mr. Long and the
Corporation have further agreed that the Employment Claim will be
settled, as part of the Proposal, for Common Shares.
Multilateral Instrument 61-101
Approximately $848,637 in debt subject to the Proposal is held by
related parties of Desmarais, being, specifically, the amount of
$616,271 owing to 323 Holdings Ltd. and $123,879 owing to Nuteck
Resources Ltd. being entities controlled by Mr. Doug Robinson, a
director of the Corporation, the amount of the Employment Claim,
being a claim of the Corporation's President and Chief Executive
Officer and $8,486 owning to a numbered company controlled by Sue-
Anne Davis, a director of the Corporation. Desmarais is subject to
the provisions of the Multilateral Instrument 61-101, governing,
among other things, transactions between issuers and related
parties. The issuance of Common Shares by Desmarais constitutes a
"related party" transaction for the purposes of MI 61-101 due to
the fact that pursuant to the Proposal related parties of
Desmarais will receive Common Shares. Desmarais expects that the
issuance of any Common Shares to related parties pursuant to the
Proposal will be exempt for the valuation and minority shareholder
approval requirements of MI 61-101 on the basis that the Proposal
is subject to court approval (or court order) and the transaction
is to be effected pursuant to the provisions of the BIA.
Issuance of Common Shares
Upon the implementation of the Proposal, Desmarais expects that it
will issue an aggregate of 29,227,175 Common Shares (subject to
adjustments for rounding), at a deemed price of $0.08 per Common
Share. Desmarais currently has 27,081,835 Common Shares issued and
outstanding and expects that, subsequent to completion of the
Proposal, it will have approximately 56,309,010 Common Shares
issued and outstanding.
As reported in the Troubled Company Reporter on Sept. 28, 2011,
Desmarais Energy Corporation said that it has filed with the
Office of the Superintendent of Bankruptcy a Notice of Intention
to File a Proposal under the Bankruptcy and Insolvency Act
(Canada). As a consequence of such filing, any and all recourses
of creditors are stayed for an initial period of 30 days.
Desmarais said it had taken this action in light of recent
enforcement actions taken by its largest unsecured creditor,
whereby that creditor has seized Desmarais' cash balances, leaving
Desmarais unable to meet its day to day obligations as they come
due. Although this enforcement action and the underlying claim of
the unsecured creditor are disputed by Desmarais, the Company has
taken this action under the BIA as the most expeditious and
economical manner of addressing the interests of its creditors and
allowing it to carry on its operations.
The trustee named in the notice of intention is Hardie & Kelly
Inc., of Calgary, Alberta.
About Desmarais Energy
Based in Calgary, Canada, Desmarais Energy Corporation is a junior
oil and gas exploration and production company, engages in the
exploration, development, production, and acquisition of oil and
gas reserves in western Canada.
DIAGNOSTIC IMAGING: S&P Lowers Corporate Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and secured debt ratings on Hicksville, N.Y.-based Diagnostic
Imaging Group LLC to 'CCC' from 'B-'. The outlook is developing.
"This action reflects lack of information regarding the company's
progress in resolving its accounting issues," said Standard &
Poor's credit analyst Cheryl Richer, "and our belief that its
waiver with lenders, which expired on Nov. 15, 2011, was not
extended."
"Diagnostic Imaging Group LLC's 'CCC' rating reflects the
potential for the company to default on its bank loan facility.
Subsequent to the end of the second quarter of 2011, the company
obtained a waiver from its lenders to extend the deadline for
delivery of second-quarter results from Aug. 15 to Nov. 15. It
engaged third-party accounting resources to review its accounts
receivables and reserve policy in light of the changing economic,
regulatory, and political landscape. We believe that this waiver
expired, and have not been able to obtain an update on the status
from the company. The company's credit facility matures in May
2012, and as of June 30, 2011, it had minimal covenant cushion on
the required debt leverage covenant," S&P said.
Diagnostic Imaging's revolving credit facility, which expired on
May 4, 2010, was not renewed. As of March 31, 2011, it had only a
small (about $2 million) cash balance, partly because of a delay
in Medicare facility re-credentialing being conducted in Florida.
Furthermore, as a result of reduced third-party reimbursement in
early 2011 and extreme weather in the Northeast, revenues declined
in the first quarter of 2011. However, EBITDA improved in the
first quarter of 2011 over the 2010 period. Still, a step-down in
the company's bank loan covenants in the first quarter of 2011
contributed to tightening headroom on its debt leverage covenant
requirement. Over the past several years, Diagnostic Imaging has
encountered operational difficulties, including Medicare
reimbursement cuts, delayed receivables collections, and the sale
or closure of underperforming facilities (including four New
Jersey sites)," S&P said.
"The developing outlook reflects the potential for the company to
resolve its accounting issues and refinance its bank loan facility
(matures May 2012), or alternatively, default on it bank loan. We
believe that there may be insufficient cushion, in our opinion,
for operational difficulties or unanticipated events that could
diminish EBITDA or cash generation over the coming year. However,
Diagnostic Imaging could refinance its bank loan facility well in
advance of its May 2012 maturity, and improve liquidity. In that
event, we would revisit the company's rating and outlook given its
capitalization and liquidity at that time," S&P said.
"We could lower the ratings if the company breaches its bank loan
covenants or can't successfully refinance its debt. We could raise
the ratings if covenant headroom improves (a 20% initial covenant
cushion with a new facility is customary) and liquidity further
benefits from a revolving credit facility," S&P said.
DIALOGIC INC: Signs Forbearance Agreement with Wells Fargo
----------------------------------------------------------
Dialogic Corporation entered into a Forbearance Agreement with
certain lenders and Wells Fargo Foothill Canada ULC in connection
with that certain credit agreement, dated March 5, 2008, as
amended, by and between Dialogic, the Lenders and the Agent.
Pursuant to the terms of the Forbearance Agreement, each of the
Lenders and the Agent agreed to forbear from exercising its rights
and remedies under the Credit Agreement, including the right to
accelerate the maturity date of amounts outstanding under the
Credit Agreement and realize on its collateral under the terms of
the Credit Agreement, with respect to certain existing and
anticipated defaults by Dialogic under the Credit Agreement, as
described in the Forbearance Agreement, until the earliest of:
(i) Jan. 6, 2012;
(ii) the occurrence of any additional Event of Default, which
for purposes of the Forbearance Agreement includes the
exercise by any third party of any rights or remedies
against Dialogic or any of Dialogic Inc., Cantata
Technology, Inc., Dialogic Distribution Ltd., Dialogic
Networks (Israel) Ltd. and Veraz Networks LTDA, which are
wholly owned subsidiaries of Dialogic; or
(iii) the occurrence of any Termination Event in exchange for a
release of claims by Dialogic against the Lenders and
Agent.
About Dialogic
For over 25 years, Dialogic (NASDAQ: DLGC) and its subsidiaries
have been providing communications platforms and technology to
enterprise and service provider markets. The Company's portfolio
of IP and TDM based multimedia processing and call control
technologies enables developers and service providers to build and
deploy innovative applications without concern for the
complexities of the communications medium or network. This
empowers the Company's customers to unleash the profit from video,
voice and data for advanced networks. For more information on
Dialogic, visit www.dialogic.com.
DIGITILITI INC: Incurs $564,000 Net Loss in Third Quarter
---------------------------------------------------------
Digitiliti, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $564,204 on $498,917 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $795,638 on $555,386
of revenue for the same period during the prior year.
The Company reported a net loss of $6.41 million on $2.14 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $5.17 million on $3.19 million of revenue during the prior
year.
The Company also reported a net loss of $2.29 million on
$1.39 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.26 million on $1.71 million of
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$1.49 million in total assets, $3.64 million in total liabilities,
and a $2.15 million total stockholders' deficit.
As reported by the TCR on April 18, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results. The independent auditors noted that the
Company has suffered losses from operations and has a working
capital deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/VMRjyi
About Digitiliti, Inc.
St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease. The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service. This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.
DIGITILITI INC: Appoints David Macey as President and CEO
---------------------------------------------------------
Digitiliti, Inc., announced at the Company's annual shareholder's
meeting the appointment of David Macey as the company's new
President and CEO effective Dec. 1, 2011. Macey will replace the
company's interim President and CEO, Jack Scheetz, who will resign
his position but remain a member of the Board of Directors.
As President and CEO, Macey will be responsible for leading the
Company's strategic direction and expansion into new segments of
the marketplace. Macey is considered a veteran of the enterprise
software industry, with two decades of experience, most recently
as President and CEO of SwiftKnowledge, a global provider of
business intelligence software. In his capacity at
SwiftKnowledge, Macey overhauled the Company's sales structure,
implemented an aggressive product development process and reduced
expenses by 40 percent.
Prior to SwiftKnowledge, Macey was president and general manager
of McAfee Incorporated's web and email security business unit.
While he was in that position, he helped the business' revenue
grow by 19 percent and was in charge of its engineering, product
management and product marketing functions.
Earlier in his career, Macey held positions of increasing
responsibility at Secure Computing, Oracle Corporation and
Stellent Incorporated. He attended St. Olaf College in
Northfield, Minn., and served in the United States Army Reserve.
"Digitiliti thanks Mr. Scheetz for the guidance he has provided
the company during his tenure as interim President and CEO and
we're very pleased he'll continue to provide guidance as an active
member of the Board," said Digitiliti board member Kent Lillemoe.
Also at the Annual meeting, stockholders elected four directors to
serve until the next annual meeting of stockholders and until
their successors are duly elected and qualified, namely:
(1) Jack B. Scheetz;
(2) Kent O. Lillemoe;
(3) Kedar R. Belhe; and
(4) David F. Dalvey.
Stockholders approved the amendment to the Company's Certificate
of Incorporation to increase the number of authorized shares from
135,000,000 to 200,000,000 shares and allocate the additional
shares as common stock. The appointment of Malone and Bailey, LP,
to serve as the independent registered public accounting firm for
the year ending Dec. 31, 2011, was ratified.
About Digitiliti, Inc.
St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease. The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service. This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.
The Company reported a net loss of $6.41 million on $2.14 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $5.17 million on $3.19 million of revenue during the prior
year.
The Company's balance sheet at June 30, 2011, showed $1.45 million
in total assets, $3.36 million in total liabilities and a $1.90
million total stockholders' deficit.
As reported by the TCR on April 18, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results. The independent auditors noted that the
Company has suffered losses from operations and has a working
capital deficit.
EARTH SEARCH: Incurs $563,000 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Earth Search Sciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $563,145 for the three months ended Sept. 30, 2011,
compared with a net loss of $347,277 for the same period a year
ago.
The Company reported a net loss of $1.85 for the fiscal year ended
March 31, 2011, compared with a net loss of $1.25 million during
the prior year.
The Company also reported a net loss of $1.45 million for the six
months ended Sept. 30, 2011, compared with a net loss of $838,160
for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed $425,686 in
total assets, $21.86 million in total liabilities and a $21.44
million total stockholders' deficit.
The Company did not generate any revenue during fiscal year 2011,
has no current business operations and is currently focused on two
potential business ventures.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/dA4NfL
About Earth Search
Lakeside, Montana-based Earth Search Sciences, Inc., is a Nevada
corporation. The Company has five wholly-owned subsidiaries:
Skywatch Exploration, Inc., Polyspectrum Imaging, Inc., Geoprobe,
Inc., STDC, Inc and General Synfuels International. In addition,
there are five majority-owned consolidated subsidiaries: Earth
Search Resources, Inc., Eco Probe, Inc., ESSI Probe 1 LC, Petro
Probe, Inc. and Terranet, Inc. All subsidiaries except Petro
Probe and General Synfuels were inactive during fiscal 2009 and
2010.
MaloneBailey, LLP, in Houston, Texas, noted that the Company has a
$20,553,359 working capital deficit as of March 31, 2011, which
raises substantial doubt about the Company's ability to continue
as a going concern.
EGPI FIRECREEK: Incurs $751,600 Net Loss in Third Quarter
---------------------------------------------------------
EGPI Firecreek, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $751,557 on $0 of gross revenue from sales for the three months
ended Sept. 30, 2011, compared with a net loss of $1.04 million on
$42,548 of gross revenue from sales for the same period a year
ago.
The Company also reported a net loss of $3.52 million on 447,362
of gross revenue from sales for the nine months ended Sept. 30,
2011, compared with a net loss of $4.07 million on $42,548 of
gross revenue from sales for the same period during the prior
year.
The Company's balance sheet at Sept. 30 2011, showed $5.03 million
in total assets, $5.30 million in total liabilities, all current,
$3.73 million in Series D preferred stock, and a $4 million total
shareholders' deficit.
M&K CPAS, PLLC, in Houston, expressed substantial doubt about EGPI
Firecreek's ability to continue as a going concern, following the
Company's 2010 results. The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/uJPL9M
About EGPI Firecreek
Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.
The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008. Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas. In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas. This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.
ELEPHANT & CASTLE: To Sell Biz to Original Joe's for $22MM
----------------------------------------------------------
Elephant & Castle Group Inc. is seeking Court permission to sell
itself to Original Joe's Acquisition Corp. for $22.75 million,
subject to higher bids at a proposed auction.
According to Jacqueline Palank, writing for Dow Jones' Daily
Bankruptcy Review, Original Joe's is based in Calgary, Alberta,
and is under the umbrella of Franworks, a Canadian company that
seeks to acquire restaurant, hospitality and retail brands.
Original Joe's operates about four dozen pub-style restaurants in
four Canadian provinces, featuring its own brand of draft beers
and such standard bar fare as burgers, sandwiches and pizza.
DBR says a representative of Original Joe's couldn't immediately
be reached for comment Monday.
DBR notes that if the Original Joe's bid loses, Elephant & Castle
wants to pay it a breakup fee of 2% of the purchase price, which
would currently amount to $455,000, plus reimburse up to $250,000
of the Canadian company's sale-related expenses.
DBR relates Elephant & Castle hasn't yet proposed an auction
timeline, leaving it undetermined as to when rival bids would be
due and when the auction and hearing to approve the highest bid
would take place. However, court papers show the company is
aiming to close a deal in January, meaning the auction process
would have to be completed by the end of that month.
The Bankruptcy Court will hold a hearing Nov. 30 to consider
allowing Elephant & Castle to head to the auction block.
About Massachusetts Elephant & Castle Group
Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada. The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.
Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011. Bankruptcy Judge Henry
J. Boroff presides over the case. Repechage Investments'
estimated assets and debts at $10 million to $50 million. Other
Debtors' estimated assets and debts at $0 to $10 million.
Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor. Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.
Phoenix Management serves as the Company's Chief Restructuring
Advisor.
FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors. Goulston & Storrs, P.C., is the
Committee's counsel.
ENERGY COMPOSITES: Incurs $4.1 Million Net Loss in Third Quarter
----------------------------------------------------------------
Trailblazer Resources, Inc., formerly known as Energy Composites
Corporation, filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $4.11 million on $0 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $1.11 million on $0 of
revenue for the same period during the prior year.
The Company also reported a net loss of $6.36 million on $0 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $3.34 million on $0 of revenue for the same period a
year ago.
The Company's balance sheet at Sept. 30, 2011, showed $8.76
million in total assets, $11.02 million in total liabilities and a
$2.25 million total stockholders' deficit.
The Company does not generate any revenues, but incur general and
administrative expenses related to its status as a publicly-held
company, such as legal and accounting fees along with transfer
agent fees.
As reported in the TCR on April 27, 2011, Moquist Thorvilson
Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed
substantial doubt about Energy Composites' ability to continue as
a going concern, following the Company's 2010 results. The
independent auditors noted that the Company had net losses for the
years ended Dec. 31, 2010, and 2009, and had an accumulated
deficit at Dec. 31, 2010.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/nVkLmp
About Energy Composites
Wisconsin Rapids, Wisconsin-based Energy Composites Corporation is
a manufacturer of composite structures and vessels for a range of
clean technology industries. Based on its research of companies
in this sector, the Company believe it has the Midwest's largest
and most automated manufacturing capabilities with its world-
class, automated 73,000 square foot climate-controlled
manufacturing facility in Wisconsin Rapids, Wisconsin.
ENTERPRISE FLEET: Moody's Assigns Ratings to Fleet Lease ABS
------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
Series 2011-3 Fixed Rate Asset-Backed Notes (the Notes) issued by
Enterprise Fleet Financing, LLC, (the Issuer). The Issuer is a
bankruptcy-remote special purpose entity wholly owned by
Enterprise Fleet Management, Inc. (EFM), a wholly-owned subsidiary
of The Crawford Group, Inc. (Crawford), a private holding company
which also wholly owns Enterprise Holdings, Inc. (EHI, Baa1), a
major rental car company. EFM, which will be the servicer for this
transaction, provides fleet leasing and management services
primarily to small and medium-sized businesses throughout the
United States. The Notes will be ultimately collateralized by a
static pool of fixed rate leases and the related vehicles.
The complete rating action is:
Issuer: Enterprise Fleet Financing, LLC
$213,000,000], Series 2011-3 fixed rate asset-backed notes, Class
A-1, rated P-1 (sf)
$400,000,000], Series 2011-3 fixed rate asset-backed notes, Class
A-2, rated Aaa (sf)
$83,600,000], Series 2011-3 fixed rate asset-backed notes, Class
A-3, rated (Aaa (sf)
RATINGS RATIONALE
The ratings assigned are based on an assessment of the quality of
the collateral, available credit enhancement and the structural
features of the transaction. The principal methodology used in
rating the transaction is summarized below. Other methodologies
and factors that may have been considered in the process of rating
this issue can also be found in the Rating Methodologies sub-
directory on Moody's website.
The Notes are ultimately backed by a special unit of beneficial
interest (SUBI) in a pool of leases and the related vehicles. The
leases were originated in the name of Enterprise FM Trust (Titling
Trust) by EFM. Approximately 96% of the leases in the pool are
open-end leases. The remaining 4% are closed-end leases. EFM's
portfolio is very granular compared with the portfolios of other
fleet lease ABS sponsors. The top lessee currently accounts for
0.6% of the pool by securitization value and the top ten lessees
account for 4.7% of the pool by securitization value.
The pool balance is the aggregate of the securitization value of
each lease. The securitization value is calculated by discounting
each lease at a rate which is the greater of 3.0% and the implicit
finance rate of the lease. There is sizable amount of excess
spread estimated to be approximately 4.4% p.a. weighted by the
size as well as the average life of each tranche of the Notes
including management fees at closing in the transaction as the
leases have a relatively high yield compared with other fleet
lease portfolios. Excess spread constitutes an important part of
the total available credit enhancement.
A performance guarantee will be provided by EFM's parent,
Crawford, at closing. The performance guarantee may fall off if
EFM obtains an investment grade rating from Moody's and another
rating agency in the future. The rating on the Notes incorporates
these possibilities. Moody's has determined that servicer
disruption risk for this transaction is consistent with investment
grade.
Key credit metrics on the lease pool include the weighted average
rating of the lessees, the diversity score (a measure of the
diversity of the pool of lessees) and the break-even recovery rate
on liquidated collateral in the event of a lessee default. Moody's
assumes a probability of default consistent with a B2 rating for
the lessees in the pool. The diversity score for the pool is 120,
meaning the pool of lessees will have a similar default profile as
a pool of 120 independent and equal-sized lessees with the same
rating as the weighted average rating of the pool. The diversity
score is significantly higher, i.e. better than other fleet lease
ABS transactions. The estimated break-even recovery rate on
defaulted lessee repossessed collateral to avoid loss on the Notes
is approximately 60% to 65%.
V-SCORE AND PARAMETER SENSITIVITY
Moody's V Score: The V Score for this transaction is Medium, the
same as that for the fleet leasing sector. The V Score indicates
"Medium" uncertainty about critical assumptions.
The Medium or average score for this transaction is driven by the
Medium score for historical sector performance, the Medium score
for sponsor/originator historical performance, the Medium score
for complexity and market value sensitivity, and the Medium score
for the governance . The score for transaction complexity is
Medium, reflecting the use of discounting in calculating the
securitization value which adds slightly more complexity to the
transaction than other fleet lease transactions. The score for
market value sensitivity is Medium, higher than other fleet lease
transaction due to the inclusion of closed-end leases and the
higher credit risk of the lessees in the pool which are small to
medium-sized businesses. The Medium score for governance is
largely driven by the Medium score assigned to transaction
parties, particularly the servicer, as EFM is a relatively new
sponsor of such transactions. The Low/Medium score assigned to the
backup servicing arrangement reflects the transaction structure in
which Crawford is the performance guarantor. The Low/Medium score
assigned to alignment of interest is higher than that for other
fleet lease transactions due to the relative lack of diversity in
its funding sources at this stage as this is EFM's second term
fleet lease ABS program. All the other subcomponent scores for
this transaction are the same as for the fleet leasing sector.
Moody's V Scores provide a relative assessment of the quality of
available credit information and the potential variability around
the various inputs to a rating determination. The V Score ranks
transactions by the potential for significant rating changes owing
to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modeling and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction
(rather than individual tranches).
Moody's Parameter Sensitivities: For this exercise, Moody's
analyzed stress scenarios assessing the potential model-indicated
ratings impact if (a) the assumed weighted average rating of the
lessees were to immediately decline from B2 to B3 and Caa1 and (b)
the assumed recovery rates were to decrease from 65% to 60%, 55%
and 50%. The following descriptions provide a summary of the
results.
Using such assumptions, the Aaa (sf) initial rating for the Notes
might change as follows based purely on the model results: (a) If
the assumed weighted average rating of lessees is B2, the maximum
change in the rating will be 6 nothces to A3 as recovery rate
decreases to 50%; (b) If the weighted average rating of lessees is
B3, the maximum change will be eleven notches to Ba2 as recovery
rate decreases to 50%; and (c) If the weighted average rating of
lessees is Caa1, the maximum change will be fifteen notches to B3
as recovery rate decreases to 50%%.
Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time; rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.
PRINCIPAL METHODOLOGY
The majority of the underlying collateral consists of a pool of
open-end leases in which the lessees are responsible for any
residual value losses. Therefore, the potential credit loss is
driven primarily by the default likelihood of the lessees, the
recovery rate when a lessee defaults, and the diversity of the
pool of lessees. The credit risk of the corporate lessees is the
primary credit concern in fleet lease ABS. As long as the lessees
are able and willing to maintain their lease payments, the
transaction will not be subject to residual value losses on
defaulted leases. Aside from the quality of the lessees
themselves, the strength of the pool will also depend in part on
its diversity. Residual value risk generally comes into play only
if a lessee defaults on the lease because the lessee is generally
responsible for shortfalls in residual value. This is in contrast
to consumer auto lease ABS backed by closed-end leases, where
investors are usually exposed to the risk of residual value loss
at lease expiration.
We use two modeling approaches to quantify these risks in this
transaction. The first applies the Binomial Expansion Technique
(BET), in which Moody's constructs a hypothetical lease pool with
characteristics similar to the one in the subject transaction.
These characteristics are 1) a diversity score that indicates the
hypothetical number of independent lessees in the pool by
accounting for the pool's lessee and industry concentrations, 2) a
default distribution derived from the average ratings of the
lessees in the pool and the diversity score, and 3) a recovery
rate on defaulted leases.
Recoveries can come from the disposition of a defaulted lessee's
fleet or from amounts received from a defaulted lessee in a case
in which the lease is affirmed in bankruptcy court. Moody's uses
the pool's diversity score and average implied default rate to
generate a pool binomial default distribution. Moody's then
calculates the weighted average present value of losses on the
proposed securities under the various assumed lease recovery rates
using a cashflow model depicting the rated bonds' payment
priorities. The weights used are the probabilities associated with
each lessee default scenario. The probability weighted average
loss of each security, i.e., its expected loss, at a given
recovery rate on the collateral, is then compared with Moody's
Idealized Cumulative Expected Loss Rates table to determine its
rating. A security will be able to achieve its target rating if
the breakeven recovery rate on the collateral, which is the
minimum recovery rate needed to arrive at that rating, is below
Moody's benchmark recovery rate established by the committee for
that particular rating level.
The second modeling approach is the Hybrid CDOROM approach, which
does not rely on a proxy pool. This method has two steps. I n step
one, Moody's uses Moody's CDOROM simulation model to generate a
default distribution based on the probability of default of each
lessee (represented by its Moody's rating or an estimate thereof)
and the relative sizes of the lessee concentrations in the pool,
their industry classifications, and the correlation among the
lessees and industries. In the second step, Moody's applies the
probability of default distribution generated by the model to the
cashflow model used in the BET method, with all other assumptions
and inputs remaining the same.
Moody's also gave credit to excess spread in Moody's analysis as
Moody's cashflow model takes into account the amount of excess
spread available as credit enhancement to the notes.
There is a presale report on this transaction available at
Moodys.com.
ENVIRONMENTAL SOLUTIONS: Posts $1.3-Mil. Net Loss in 3rd Quarter
----------------------------------------------------------------
Environmental Solutions Worldwide, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $1.3 million on
$3.2 million of sales for the three months ended Sept. 30, 2011,
compared with a net loss of $1.1 million on $2.5 million of sales
for the same period last year.
The Company reported a net loss of $8.3 million on $8.3 million of
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $5.9 million on $8.3 million of sales for the same
period of 2010.
The Company's balance sheet at Sept. 30, 2011, showed $7.2 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $4.8 million.
As reported in the TCR on April 6, 2011, MSCM LLP, in Toronto,
Canada, expressed substantial doubt about Environmental Solutions'
ability to continue as a going concern, following the Company's
2010 results. The independent auditors noted that of the
Company's experience of negative cash flows from operations and
its dependency upon future financing.
A copy of the Form 10-Q is available for free at:
http://is.gd/1zaBud
Ontario, Canada-based Environmental Solutions Worldwide, Inc., is
engaged in the design, development, manufacturing and sales of
emissions technologies and emissions testing and environmental
certification services with its primary focus on the North
American on-road and off-road diesel retrofit market. ESW
currently manufactures and markets a line of catalytic emission
control and enabling technologies for a number of applications.
EVERGREEN ENERGY: Agrees to Sell $700,000 of Convertible Notes
--------------------------------------------------------------
Evergreen Energy Inc. has entered into definitive agreements with
institutional investors for a registered direct offering of
$700,000 of Senior Notes for an aggregate gross purchase price of
$662,000, along with private placement of warrants to acquire up
to 760,870 shares of common stock at a purchase price of $38,000.
Evergreen expects to receive net proceeds from these transactions
of approximately $625,000, excluding transaction costs. The Notes
were offered pursuant to a shelf registration statement on Form
S-3 that was previously declared effective by the Securities and
Exchange Commission on Jan. 19, 2010.
Evergreen anticipates using the net proceeds for general working
capital purposes, including costs incurred by the company to
continue evaluating the unsolicited offer received from Stanhill
Capital Partners to acquire the K-Fuel process and technology
business, and to explore other strategic alternatives which may be
available to the company.
The notes mature thirty days after issuance and can be repaid in
cash or, subject to certain limitations, in common stock. Subject
to certain ownership limitations and certain conversion price
adjustments, the convertible notes are convertible at $0.46 per
share. In the event of a change of control, the Notes may be
redeemed at the greater of (i) the principal amount of notes
outstanding multiplied by the quotient determined by dividing the
highest closing price between the day preceding the announcement
of the change of control and receipt of the redemption notice by
the Conversion Price; and (ii) 115% of the principal amount of
notes outstanding. In the event of default, the Notes may be
redeemed at the greater of (i) the principal amount of notes
outstanding multiplied by the quotient determined by dividing the
highest closing price between the date preceding the event of
default and receipt of the redemption notice by the Conversion
Price; or (ii) a premium of up to 115% (depending on the type of
event of default) of the principal amount of notes outstanding.
The Warrants are exercisable for an aggregate of 760,870 shares of
Common Stock at an exercise price of $0.46 per share. The
Warrants are immediately exercisable and have a five year term.
The offering is expected to close on or before Tuesday, Nov. 22,
2011, subject to the satisfaction of customary closing conditions.
About Evergreen Energy
Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R). GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits. K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.
The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.
Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern. The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.
The Company's balance sheet at June 30, 2011, showed
$24.54 million in total assets, $21.52 million in total
liabilities, $2,000 in preferred stock, and $3.02 million in total
stockholders' equity.
EVERGREEN ENERGY: Incurs $425,000 Net Loss in Third Quarter
-----------------------------------------------------------
Evergreen Energy Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $452,000 on $125,000 of total operating revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$4.98 million on $100,000 of total operating revenue for the same
period during the prior year.
The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.
The Company also reported a net loss of $6.83 million on $325,000
of total operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $18 million on $303,000 of total
operating revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$20.25 million in total assets, $18.86 million in total
liabilities, and $1.38 million in total stockholders' equity.
Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern. The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/ClRomh
About Evergreen Energy
Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R). GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits. K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.
EZENIA! INC: Payment to Ordinary Course Professionals Disputed
--------------------------------------------------------------
Bob Sanders at New Hampshire Business Review reports that the U.S.
trustee is objecting to Ezenia! Inc.'s request to pay so-called
ordinary course professionals consisting of MFA Risk Services, its
auditor; Burr Pilger Mayer Inc. for tax services; Bingham
McCutchen LLP, attorneys with respect to the company's trademarks
and other intellectual property; and Gray, Gray & Gray LLP, a CPA
firm that prepares the company's tax returns.
According to the report, the Company wants to be able to pay four
firms a maximum of $20,000 a month, capped at $150,000 each -- a
total of $600,000 -- without going back to the court.
The report relates the U.S. trustee argued that the professionals
are unsecured creditors and are owed money by the estate.
The report notes Ezenia claimed it did "not believe that any of
the Ordinary Course Professionals have an interest materially
adverse to the Debtor" but the trustee argued that the
professionals "are not disinterested and hold claims adverse to
the estate" and putting their pay ahead of others, without court
supervision, violates Bankruptcy Code.
The report adds, in a reply filed Nov. 18, 2011, Ezenia said it
was willing to give the bankruptcy court more of a final say on
fees, but argued that the professionals' work won't help or hurt
their own case, so there was no real conflict, and no violation of
the code.
The matter was expected to go before the U.S. Bankruptcy Court for
Nov. 22, 2011.
Based in Nashua, New Hampshire, Ezenia! Inc. filed for Chapter 11
protection (Bankr. D. N.H. Case No. 11-13664) on Sept. 30, 2011.
Judge J. Michael Deasy presides over the case. Daniel W. Sklar,
Esq., at Nixon Peabody LLP, represents the Debtor. Ezenia! Inc.
disclosed assets of $2.5 million and debts of close to $900,000.
FAITH CHRISTIAN: Taps Rodney Elkins to Market, Sell Real Property
-----------------------------------------------------------------
The Hon. Lewis M. Killian of the U.S. Bankruptcy Court for the
Northern District of Florida authorized Faith Christian Family
Church of Panama City Beach, Inc., to employ Rodney K. Elkins of
Destinctive Realty for the purpose of appraising and selling the
real property owned by the Debtor known as the parsonage.
The Debtor will pay Mr. Elkins a 6% commission of the total
purchase price.
To the best of the Debtor's knowledge, Rodney K. Elkins and the
firm are "disinterested as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Faith Christian
Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case
No. 11-50288) on May 24, 2011. Charles M. Wynn Law Offices, P.A.,
represents the Debtor. The Debtor tapped James A. Judkins of the
law firm of Judkins, Simpson, High & Schulte, as special counsel,
and Marsha L. Lyons of the Law Offices of Lyons & Farrar, PA, as
counsel for BP claim. The Debtor has $11,339,469 in assets, and
$3,361,477 in debts.
The Debtor has filed a plan of reorganization that calls for the
sale of its parsonage to pay off its creditors.
Until further notice, the United States Trustee will not appoint a
committee of creditors for Faith Christian Family Church of Panama
City Beach Inc., dba Faith Christian Family Church, pursuant to 11
U.S.C. Sec. 1102.
FENTON SUB: Has Until Jan. 6 to Propose Reorganization Plan
-----------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota extended Fenton Sub Parcel D, LLC, and
Bowles Sub Parcel D, LLC's exclusive periods to file and solicit
acceptances for the proposed plan of reorganization until Jan. 6,
2012, and March 6, 2012.
As reported in the Troubled Company Reporter on Nov. 9, 2011, the
Debtors previously requested for an extension in their
exclusive periods to file and solicit plan acceptances until
Jan. 6, 2012, and March 6, respectively. Due to scheduling issues
in their cases, the Debtors requested that those dates be until
Feb. 6, and April 6, respectively.
The Debtors needed more time to file a joint plan in order to
maximize the value of their assets for the benefit of all their
creditors.
The Debtors also noted that they are working with Tim Mulcahy, the
proposed purchaser of a commercial office building located at 7667
Cahill Road, Edina, to reach a settlement of issues in the Mulcahy
Litigation, including the waste claim.
According to the Debtors, the proposed $4 million asset sale to
Mr. Mulcahy did not close because Associated Bank did not provide
the loan and the closings on the purchase agreements could not
occur. All of the purchase agreements in other pools were
voluntarily terminated by the purchasers, but the party to the one
purchase agreement for Pool D would not agree to terminate the
agreement, leading to litigation with that buyer, Mr. Mulcahy.
About Fenton Sub Parcel D and Bowles Sub Parcel D
Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC. StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC. Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.
In 2007, StoneArch acquired various LLCs, which in turn owned 27
industrial multi-tenant properties located in the Twin Cities.
The properties were divided into four separate pools: A, B, C, and
D. Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the
properties in pool D. As tenants in common, Fenton Sub Parcel D
has an undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest. The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota. The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.
Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise. Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.
Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011. The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is a debtor in bankruptcy case number 11-
43816. He is separately represented by Michael C. Meyer of the
firm Ravich Meyer.
The cases were originally assigned to Judge Dennis D. O'Brien and
reassigned to Judge Robert J. Kressel as the cases are related to
the Hoyt case, which was filed earlier and assigned to Judge
Kressel.
Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.
FERTINITRO: Pequiven Reaches Agreement With Project Bondholders
---------------------------------------------------------------
Petroquimica de Venezuela, S.A. disclosed that following
successful negotiations it has entered into a Lock-Up Agreement
with the holders of approximately 79% in aggregate principal
amount of the 8.29% Secured Bonds due 2020 issued by FertiNitro
Finance Inc. in connection with the FertiNitro fertilizer project,
providing for Pequiven to launch, no later than Nov. 30, 2011, a
tender offer for the Bonds. Holders who tender on or before 5:00
p.m. on the 10th business day following the commencement of the
tender offer shall receive for each $1,000 original principal
amount of Bonds a payment in the amount of $1,049.70 plus accrued
and unpaid interest.
Those who tender after the Early Tender Date but at or prior to
11:59 p.m. New York City time on the expiration date of the tender
offer shall receive for each $1,000 original principal amount of
Bonds a payment in the amount of $1,000 plus Accrued Interest.
Bondholders that tender their Bonds will be deemed (i) to waive
any and all defaults or prospective defaults under the indenture
and the other financing documents governing the Bonds, and (ii) to
consent to certain amendments and modifications thereto, including
without limitation the elimination of substantially all
restrictive covenants and events of default and the release of all
collateral.
Bondholders that are parties to the Lock-Up Agreement have agreed
to tender all of their Bonds on or prior to the Early Tender Date,
including Bonds they subsequently acquire. The Lock-Up Holders
have further agreed they will not transfer any Bonds unless the
transferee is or becomes a Lock-Up Holder as a condition to the
transfer.
Bondholders may join the Lock-Up Agreement through the Early
Tender Date.
The Lock-Up Holders have also agreed not to take any action under
the indenture or other financing documents which interferes with
the operation of the project in the ordinary course of business,
including the exercise of any rights or remedies.
Pequiven or its affiliate's obligation to conduct and consummate
the tender offer will be subject to the satisfaction of the
conditions that the Lock-Up Holders comply in all material
respects with their obligations under the Lock-Up Agreement, and
its obligation to consummate the tender offer will be subject to
the further condition that Bonds representing more than seventy-
five percent (75%) of the principal amount of all Bonds
outstanding have been tendered in the tender offer.
About Pequiven
Pequiven is a corporation (sociedad anonima) organized under the
laws of Venezuela and is wholly-owned by Venezuela. Pequiven and
its predecessor entity have operated for over 30 years in many
aspects of the petrochemical business. Pequiven is organized into
three business units: (i) fertilizers, (ii) olefins and plastics,
and (iii) industrial products. Pequiven's fertilizer group is
responsible for the production, marketing, and distribution of
various fertilizer products, with a current overall installed
capacity of nitrogen-based fertilizers of approximately 1.97
million metric tons per year and an expected overall installed
capacity of nitrogen--based fertilizers for 2013 of approximately
2.6 million metric tons per year.
About FertiNitro
FertiNitro, located in the Jose Petrochemical Complex in
Venezuela, ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of 1.2
million MT of ammonia and 1.5 million MT of urea. Of total
revenues, 80% are derived from urea sales and the remainder from
ammonia. FertiNitro was structured as 35% owned by a Koch
Industries, Inc. subsidiary, 35% by Pequiven, 20% by a
Snamprogetti S.p. subsidiary, and 10% by a Cerveceria Polar, C.A.
subsidiary.
* * *
Fitch Ratings affirms FertiNitro Finance Inc.'s US$250 million
8.29% secured bonds due 2020 at 'CCC'. The anticipated timely
payment of $44.7 million due Oct. 1 prevents further decline to
the rating.
FILENE'S BASEMENT: Syms, Shareholder Panel Move to Limit Trading
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Syms Corp. and the official
shareholder committee in its bankruptcy liquidation have moved to
rein in trading in the company's shares, claiming if too much
stock changes hands, up to $12.6 million in tax breaks are at
risk.
About Filene's Basement
Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States. The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.
Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999. Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year. Retail Ventures in
April 2009 transferred the unit to Buxbaum.
Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009. James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represented the Debtors in their
restructuring effort. Epiq Bankruptcy Solutions serves as claims
and notice agent. The Debtors listed $50 million to $100 million
in assets and $100 million to $500 million in debts.
The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.
Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims. As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.
FNB UNITED: Files Form S-1, Registers 10.4 Million Common Shares
----------------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the offer
and sale of up to 10,462,631 shares of the Company's common stock,
no par value per share, by Auda Capital IV Co-Investment Fund
L.P., CCF-FNBN, LLC, Cohesive Capital Partners, L.P., et al.,
which includes 22,072 shares of common stock issuable upon
exercise of a warrant to purchase common stock issued to the
United States Department of the Treasury, or the Treasury, on Oct.
21, 2011. The Company refer to such warrant as the Amended TARP
Warrant. The Company issued the common stock and the Amended TARP
Warrant as part of its Recapitalization. The Company is
registering the resale of the common stock as required by the
exchange agreement the Company entered into with the Treasury and
the subscription agreements the Company entered into with the
other Selling Shareholders.
The Selling Shareholders may sell all or a portion of the common
stock from time to time, in amounts, at prices and on terms
determined at the time of the offering.
The Company will not receive any proceeds from the sale of the
common stock by the Selling Shareholders.
On Oct. 31, 2011, the Company effected a one-for-one hundred
reverse stock split of the Company's common stock. All share
numbers and per share prices in this prospectus reflect the one-
for-one hundred reverse stock split, unless otherwise indicated.
The Company's common stock is traded on The Nasdaq Capital Market,
or Nasdaq, under the symbol "FNBN." As a result of the reverse
stock split, the Company's stock will trade under the symbol
"FNBND" until Nov. 30, 2011. On Nov. 15, 2011, the closing price
of the Company's common stock on Nasdaq was $14.72 per share.
A full-text copy of the Form S-1 is available for free at:
http://is.gd/6rp1of
About FNB United
Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company. Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina. Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.
The Company incurred significant net losses in 2009, which
continued in 2010 and 2011, primarily from the higher provisions
for loan losses due to the significant level of nonperforming
assets and the write-off of goodwill.
Dixon Hughes PLLC, in Charlotte, North Carolina, in its
independent auditors' report dated March 14, 2011, and attached to
the financial statements, noted that the Company continued to
incur significant net losses in 2010, primarily from the higher
provisions for loan losses due to the significant level of non-
performing assets. According to Dixon Hughes, the Company is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency in 2010.
These matters, the accounting firm maintains, raise substantial
doubt about the Company's ability to continue as a going concern.
Dixon Hughes also said that FNB United Corp. and Subsidiary has
not maintained effective internal control over financial reporting
as of Dec. 31, 2010, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
The Company also reported a net loss of $106.61 million on
$44.01 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $83.34 million on
$64.40 million of total interest income for the same period during
the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$1.64 billion in total assets, $1.77 billion in total liabilities,
and a $129.93 million total shareholders' deficit.
Bankruptcy Warning
On April 26, 2011, FNB United entered into investment agreements
with The Carlyle Group and Oak Hill Capital Partners to
recapitalize the Company, as well as a merger agreement with Bank
of Granite Corporation. On June 16 and Aug. 4, 2011, the Company
entered into subscription agreements with various accredited
investors for the purchase and sale of its common stock.
Together, the investment agreements with Carlyle and Oak Hill
Capital and the subscription agreements contemplate the issuance
of $310 million of common stock of the Company at $0.16 per share.
Completion of the recapitalization, including the sale of common
stock to The Carlyle Group and Oak Hill Capital Partners and the
other investors, is subject to various conditions, certain of
which are outside of the Company's control and may not be
satisfied. The closing conditions to the recapitalization include
receipt of requisite regulatory approvals and other customary
closing conditions. No assurance can be given that all conditions
will be satisfied timely or at all. The Company said if it fails
to consummate the recapitalization, it is expected it will not be
able to continue as a going concern, it may file for bankruptcy
and the Bank may be placed into FDIC receivership. The equity
financing transaction, if completed, will result in substantial
dilution to the Company's current shareholders and could adversely
affect the market price of the Company's common stock.
FOUR OAKS FINCORP: Posts $3.6 Million Net Loss in 3rd Quarter
-------------------------------------------------------------
Four Oaks Fincorp, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.6 million on $6.2 million of net
interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $6.6 million on $7.9 million of net
interest income for the same period of 2010.
The Company reported a net loss of $6.0 million on $20.0 million
of net interest income for the nine months ended Sept. 30, 2011,
compared with a net loss of $6.2 million on $23.6 million of net
interest income for the same period last year.
The Company's balance sheet at Sept. 30, 2011, showed
$915.5 million in total assets, $882.8 million in total
liabilities, and stockholders' equity of $32.7 million.
Going Concern Considerations
During 2010, the Company experienced significant losses, rapidly
escalating impaired loans and declining capital levels.
Notwithstanding these negative factors, management believes that
its current operations and its cash availability are sufficient
for the Company to discharge its liabilities and meet its
commitments in the normal course of business.
While management does not anticipate further significant
deterioration in the Bank's loan portfolio and has performed
stress tests and financial modeling under various potential
scenarios in determining that the Company and the Bank will
maintain at least adequate capitalization under federal regulatory
guidelines, no assurances regarding these expectations can be
made.
Regulatory Update
At Sept. 30, 2011, the Company's total capital to risk weighted
assets, Tier 1 capital to risk weighted assets and Tier 1 capital
to average assets were 10.54%, 7.25%, and 4.70%, respectively,
compared to 10.42%, 7.36% and 5.17%, respectively, at Dec. 31,
2010.
At Sept. 30, 2011, the Bank's total capital to risk weighted
assets, Tier 1 capital to risk weighted assets and Tier 1 capital
to average assets were 9.98%, 8.7% and 5.68%, respectively,
compared to 9.77%, 8.50%, and 5.88%, respectively, at December 31,
2010.
As of Oct. 14, 2011, the date of the last regulatory examination,
the Federal Reserve Bank stated that the Bank was considered to be
adequately capitalized.
To be well capitalized, currently federal regulations require that
the Bank maintain a minimum ratio of total capital to risk
weighted assets of 10%, with at least 6% being in the form of
Tier 1 capital. In addition, the Bank must maintain a leverage
ratio of 5%,
The Company and the Bank entered into a formal written agreement
with the Federal Reserve Bank of Richmond and the North Carolina
Office of the Commissioner of Banks that imposes certain
restrictions on the Company and the Bank. A material failure to
comply with the Written Agreement's terms could subject the
Company to additional regulatory actions and further restrictions
on its business, which may have a material adverse effect on the
Company's future results of operations and financial condition.
In order for the Company and the Bank to be well capitalized under
federal banking agencies' guidelines, management believes that the
Company will need to raise additional capital to absorb the
potential future credit losses associated with the disposition of
its nonperforming assets.
A complete text of the Form 10-K is available for free at:
http://is.gd/olPF0Y
Four Oaks, N.C.-based Four Oaks Fincorp, Inc., through its wholly
owned subsidiary, Four Oaks Bank & Trust Company, offers a broad
range of financial services through its eighteen (seventeen
following the Garner combination) offices in Four Oaks, Clayton,
Smithfield, Garner, Benson, Fuquay-Varina, Wallace, Holly Springs,
Harrells, Sanford, Zebulon, Dunn, Rockingham, Southern Pines, and
Raleigh, North Carolina.
FPL ENERGY: Moody's Confirms Rating at Ba1; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating of FPL
Energy Virginia Funding Corp's (Funding Corp) approximately $158
million in outstanding 7.52% senior secured bonds (originally $435
million). The rating outlook is stable. The rating confirmation
concludes the review for possible downgrade initiated on November
2, 2011.
RATINGS RATIONALE
The rating confirmation and maintenance of a stable rating outlook
reflects Moody's review of additional information surrounding LS
Power Equity Fund II LP's (LS Power) proposed acquisition of the
879MW Doswell Energy Center (Doswell, or the project), which is
financed with debt issued by Funding Corp. Specifically, LS Power
intends to make meaningful capital commitments to the project
relating to the procurement of fuel used by Doswell, the funding
of the project's major maintenance reserve, the funding of a debt
service account within the project waterfall, and the funding of
the project's six month debt service reserve. Together, Moody's
calculates that at acquisition close, LS Power will provide $97
million of incremental cash to the project plus an approximate $6
million letter of credit issued by LS Power for the benefit of
Doswell. Under the current ownership, these arrangements were
provided by guarantees from NextEra Energy, Inc. (NextEra: Baa1
Issuer Rating) or from intercompany borrowing arrangements from an
affiliate of NextEra.
While Moody's acknowledges the credit quality difference between
NextEra and LS Power, as well as the manner in which the project
benefitted from NextEra guarantees and other intercompany
arrangements, Moody's also believes that the prospective funding
arrangements will be handled in a way that is neutral to the
current Ba1 rating. Subsequent to closing, Moody's understands
that LS Power intends to replace the $70 million of cash funding
for fuel with a fuel line of credit provided by a third party on
terms consistent with the existing arrangement (currently provided
by a NextEra affiliate). Additionally, Moody's understands that
the new owners may utilize some of the incremental project debt
capacity available within the indenture to replace the six month
debt service reserve (currently $16 million) and the $6 million
major maintenance reserve. To that end, Moody's understands that
Doswell will need rating agency affirmation to replace the debt
service reserve with incremental Doswell level debt.
While the project's longer-term plans may result in modest
incremental Doswell level debt, the rating confirmation also
considers the incremental project level cash flows expected to be
derived over the life of the project following the completion of
the sale to LS Power. Moody's understands that Doswell will
receive the benefit of certain revenues generated under an Asset
Management Agreement (estimated at $3 million annually) with
NextEra, whose affiliate will continue to operate Doswell for a
period of five years through PPA expiration. In addition, Moody's
understands that anticipated changes to the project's major
maintenance arrangements will result in LS Power directly managing
and overseeing maintenance outages and is expected to contract
directly with third-party providers thereby enhancing annual
project level cash flows.
Together, these factors when combined with Moody's understanding
of the manner in which Doswell will be financed prospectively lead
us to maintain the Ba1 senior secured rating and stable outlook
for Doswell following the completion of the sale from NextEra from
LS Power.
The stable rating outlook reflects Moody's expectations for
consistent project operations resulting in financial performance
that continues in line with recent historical performance.
The rating could face negative pressure should project operations
deteriorate resulting in debt service coverage falling below 1.3x
on a consistent basis. The replacement of the debt service reserve
fund with a letter of credit at Doswell could also put negative
pressure on the rating.
Consistent debt service coverage above 1.4x and additional
contracts for the remaining merchant tail after PPA expiration in
2017 could result in consideration of a higher rating.
Funding Corp. is indirectly owned by NextEra Energy Resources, LLC
(Energy Resources), the unregulated, energy generating subsidiary
of NextEra Energy, Inc.. Doswell Limited Partnership, a Virginia
limited partnership (Doswell) is an indirect, wholly-owned
subsidiary of NextEra Energy and owns a nominal 665 MW gas-fired
combined cycle power generation facility and a nominal 171 MW gas-
fired simple cycle power generation facility, in Hanover County,
Virginia. Doswell unconditionally guarantees repayment of the
bonds. All of the dependable capacity and electrical energy
produced by the 665 MW combined cycle facility is contracted for
sale to Virginia Electric and Power Company (VEPCO: A3 Issuer
Rating) under a power purchase agreement (CC-PPA) that expires on
May 5, 2017, two year prior to the term of the debt. The 171 MW
simple cycle facility operates as a merchant plant.
The last rating action for FPL Energy Virginia Funding Corp.
occurred November 2, 2011 when its senior secured rating was place
under review for possible downgrade.
The principal methodology used in this rating was Power Generation
Projects published in December 2008.
FRIENDFINDER NETWORKS: S&P Keeps 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Boca
Raton, Fla.-based FriendFinder Networks Inc. to negative from
stable. The 'B' corporate credit rating on the company, as well as
all issue-level and recovery ratings on the company's debt, remain
unchanged.
"The outlook revision is based on the company's negative
subscription trends, declining EBITDA, and our expectation for
difficult business conditions to continue," said Standard & Poor's
credit analyst Daniel Haines.
During the 12 months ending Sept. 30, 2011, subscriptions at the
company's adult Web sites, primarily AdultFriendFinder.com, fell
13%, and revenues from these sites fell 9% during the three months
ending Sept. 30, 2011. AdultFriendFinder has historically
contributed two-thirds or more of the company's total revenues.
Increased spending on headcount and investment in new growth areas
have pressured the EBITDA margin.
"The 'B' rating on FriendFinder reflects our expectation of flat
to slightly negative growth in subscribers and minimal growth in
revenues over the intermediate term, along with continuing high
leverage despite the company continuing to pay down its first-lien
notes. We view the company's business risk profile as 'vulnerable'
(as our criteria define the term), based on its high subscriber
churn and dependence on one Web site for the majority of its
revenue and EBITDA. High debt leverage and an aggressive financial
policy underpin our view of FriendFinder's financial risk profile
as 'aggressive,'" S&P said.
FriendFinder is an adult social networking and entertainment
company. It owns and operates Web sites offering adult social
networking, live entertainment, and video and premium services.
The company is also the publisher of Penthouse Magazine and
operates daily deal Web sites.
GENCORP INC: Closes Amended and Restated $200MM Credit Facility
---------------------------------------------------------------
GenCorp Inc. entered into an amended and restated $200 million
credit facility. The new credit facility amends and restates the
Company's prior credit agreement and, (i) extends the maturity
date to Nov. 18, 2016, and (ii) replaces the existing revolving
credit facility and credit-linked facility with a revolving credit
facility in an aggregate principal amount of up to $150.0 million
and a term loan facility in an aggregate principal amount of up to
$50.0 million, among other things.
In general, borrowings under the new credit facility bear interest
at a rate equal to the LIBOR plus 350 basis points, or the base
rate as it is defined in the credit agreement governing the new
credit facility. In addition, the Company is charged a commitment
fee of 50 basis points per annum on unused amounts of the
revolving credit facility and 350 basis points per annum, along
with a fronting fee of 25 basis points per annum, on the undrawn
amount of all outstanding letters of credit.
The new credit facility is collateralized by a substantial portion
of the Company's tangible and intangible personal property and
other assets, including the stock and assets of its material
domestic subsidiaries that are guarantors of the facility. The
Company's real property located in California, including the real
estate holdings of the Easton Development Company, LLC, subsidiary
are excluded from collateralization under the new facility. The
Company is subject to certain limitations including the ability to
incur additional debt, make certain investments and acquisitions,
and make certain restricted payments, including stock repurchases
and dividends. Additionally, the Company must maintain certain
financial covenants.
About GenCorp Inc.
Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.
The Company's balance sheet at Aug. 31, 2011, showed
$994.20 million in total assets, $1.13 billion in total
liabilities, $4.50 million in redeemable common stock, and a
$147.90 million total shareholders' deficit.
* * *
Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'. S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'. The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'. The outlook is stable.
"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins. "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors. Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog. S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."
As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2. The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors. Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls. GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales. The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.
GENERAL MOTORS: Environmental Trust Says Old Firm Owes it Millions
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that an environmental
trust created to oversee the cleanup of hazardous waste left
behind at dozens of former General Motors sites says the "old" GM
has failed to pay millions of dollars it promised as part of its
bankruptcy case.
About General Motors
With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries. GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling. GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy. GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.
General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing. The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity. The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.
On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3. Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.
On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.
On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009. The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts. Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company. GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors. GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP. Garden City Group is the claims and notice
agent of the Debtors.
The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims. Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee. Attorneys at Butzel Long served as counsel
on supplier contract matters. FTI Consulting Inc. served as
financial advisors to the Creditors Committee. Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee. Legal Analysis Systems, Inc., served as asbestos
valuation analyst.
The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan
was declared effect on March 31.
GENMED HOLDINGS: Incurs $463,000 Net Loss in Third Quarter
----------------------------------------------------------
GenMed Holdings Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $463,080 on $0 of net sales for the three months ended
Sept. 30, 2011, compared with a net loss of $443,471 on $0 of net
sales for the same period a year ago.
The Company also reported a net loss of $2.37 million on $0 of net
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $1.70 million on $0 of net sales for the same period
during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$1.28 million in total assets, $2.94 million in total liabilities,
and a $1.65 million total stockholders' deficit.
As reported in the TCR on April 27, 2011, Meyler & Company, LLC,
in Middletown, N.J., expressed substantial doubt about Genmed
Holding's ability to continue as a going concern, following the
Company's 2010 results. The independent auditors noted that the
Company has incurred cumulative net losses of $69.99 million since
inception, and had net losses of $7.73 million and $8.59 million
for the years ended Dec. 31, 2010, and 2009.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/tpbqzc
About GenMed Holding
Based in The Netherlands, Genmed Holding Corp. through its wholly
owned Dutch subsidiary Genmed B.V. is focusing on the delivery of
low cost generic medicines directly to distribution chains
throughout Europe. The Company is currently in the development
stage of its generic drug distribution business and is attempting
to develop and maintain relationships with generic drug
manufacturers, retail entities, and government regulatory
authorities.
GAIL BALSER: Bankruptcy Court Denies Motion to Vacate Order
-----------------------------------------------------------
In accordance with the Memorandum dated Nov. 22, 2011, Bankruptcy
Judge Joan N. Feeney denied the "Motion to Vacate and/or
Reconsider the Court's Order on the Motion filed by Francis [sic]
Gunning to Reconsider Order for Summary Judgment" filed by Gail A.
Balser in the lawsuit, FRANCES GUNNING AND YVONNE GUNNING, v. GAIL
A. BALSER, Adv. Proc. No. 10-1261 (Bankr. D. Mass.).
Gail A. Balser in Mashpee, Massachusetts, filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 10-17292) on July 1, 2010.
Judge William C. Hillman presides over the case. The Law Office
of Gail Balser -- gail@bklaw.me -- serves as the Debtor's counsel.
In her petition, the Debtor estimated $100,001 to $500,000 in
assets and under $10 million in debts.
GLOBAL INVESTOR: Incurs $4.6 Million Net Loss in Sept. 30 Quarter
-----------------------------------------------------------------
Global Investor Services, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $4.67 million on $556,947 of total revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$2.82 million on $423,524 of total revenue for the same period a
year ago.
The Company reported a net loss of $9.97 million on $2.01 million
of revenues for fiscal 2011, compared with a net loss of
$7.10 million on $1.14 million of revenues for fiscal 2010.
The Company also reported a net loss of $7.07 million on
$1.09 million of total revenue for the six months ended Sept. 30,
2011, compared with a net loss of $6.86 million on $757,130 of
total revenue for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$1.14 million in total assets, $3.50 million in total liabilities,
and a $2.36 million total deficiency in stockholders' equity.
RBSM LLP, in New York, expressed substantial doubt about Global
Investor Service's ability to continue as a going concern. The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net accumulated deficiency as of
March 31, 2011.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/imaI2f
About Global Investor
Orem, Utah-based Global Investor Service, Inc., was incorporated
in the state of Nevada on Aug. 1, 2005. Effective Sept. 18, 2006,
the Company changed its name to TheRetirementSolution.com, Inc.,
and on Oct. 1, 2008, the Company changed its name to Global
Investor Services, Inc. The Company was initially formed to
market portfolios of stocks via subscription. In 2007, a new
chief executive officer was installed and a strategy was developed
to create and market a diverse portfolio of products and services
for the financial education and financial information industry.
This strategy included strategic acquisitions, such as the
acquisitions of Razor Data, LLC, and Investment Tools and
Training, LLC, which have provided the Company with an integrated
platform in which it can market and deliver investor education
products and investor services. The stock symbol is GISV.
GNP RLY: Perry A. Stacks Appointed as Chapter 11 Trustee
--------------------------------------------------------
Robert D. Miller Jr., U.S. Trustee for Region -- notified the U.S.
Bankruptcy Court for the Western District of Washington of its
appointment of Perry A. Stacks as Chapter 11 trustee for the
estate of GNP RLY, Inc.
The Secretary of Transportation had submitted a list of five
disinterested persons that are qualified and willing to serve as
trustee in the Chapter 11 railroad case.
As reported in the Troubled Company Reporter on Nov. 1, 2011,
Ballard Terminal Railroad Company, LLC; Marketing Philharmonic,
LLC; San Clemente Technical Company; NW Signal Maintenance, LLC;
Joanne M. Engle; Earl L. Engle; Osmose Railroad Services, Inc.;
Kroschel Accounting Services, PLLC; and Cox & Gracia, P.S. asked
the Court for an order appointing an interim trustee and an
official committee of petitioning creditors in the Chapter 11 case
of GNP Rly, Inc.
The petitioning creditors relate that they are concerned the
Chapter 11 case may languish and the assets of the estate
dissipated if prompt action is not taken to control the affairs of
the Debtor. They assert that if no trustee is appointed
immediately, the business of the Debtor, and consequently the
chances of payment to creditors, may suffer irreparable harm.
The U.S. Trustee related that pursuant to Section 322 of the
Bankruptcy Code and Fed. R. Bankr. P. 2008, within seven days
after receipt of the notice, the trustee will notify the Court and
the U.S. Trustee in writing of his acceptance of the appointment
or will be deemed to have rejected the appointment; and before
beginning official duties, the trustee will obtain a bond in favor
of the U.S. conditioned upon the trustee's faithful performance of
the official duties, in an amount and form sufficient to meet the
U.S. Trustee's bonding requirements for a Chapter 11 trustee.
About GNP Rly, Inc
Three creditors filed on Feb. 2, 2011, an involuntary petition
(Bankr. W.D. Wash. Case No. 11-40829) to force GNP Rly, Inc., into
Chapter 11 bankruptcy. James E. Dickmeyer, Esq., at James E.
Dickmeyer, P.C., in Kirkland, Washington, represents the
petitioners. Creditors who signed the Chapter 11 petition are
Ballard Terminal Railroad Company, owed $110,800 for freight
services; Marketing Philharmonic LLC, owed $48,466, and San
Clemente Technical Co., owed $15,200.
GRACEWAY PHARMA: Court Clears Medicis to Buy Assets for $455MM
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports Medicis Pharmaceutical
Corp. won bankruptcy court approval to close on the $455 million
acquisition of Graceway Pharmaceuticals LLC, after a fight with an
advertising agency that claimed its intellectual property was
caught up in the deal.
As reported in the Troubled Company Reporter on Nov. 22, 2011,
Medicis Pharmaceutical won a bankruptcy auction for Graceway
Pharmaceuticals with a $455 million bid. Switzerland's Galderma
SA was the stalking horse bidder with a $275 million offer.
About Graceway Pharmaceuticals
Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers
dermatology, respiratory, and women's health products. Its Zyclara
Cream is used for the treatment of external genital and perianal
warts (EGW) in patients 12 years of age and older. The company
offers products for the treatment of dermatology conditions, such
as actinic keratosis, superficial basal cell carcinoma, external
genital warts, atopic dermatitis, and acne; and respiratory
conditions, such as asthma.
Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.
The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan. Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.
Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors. Latham & Watkins LLP is the co-counsel. Alvarez
and Marsal North America, LLC, is the financial advisor. Lazard
Freres & Co. LLC is the investment banker. PricewaterhouseCoopers
LLP is the tax consultant. BMC Group serves as claims and notice
agent.
Lowenstein Sandler PC serves as the committee counsel.
GREAT ATLANTIC: Gets Court OK to Issue New Letters of Credit
------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized The Great Atlantic &
Pacific Tea Company, Inc., et al., to issue a new letter of credit
and to replace an old letter of credit.
The Court states that the order will not affect the validity of
any asserted claims by either party -- the parties reserving their
rights on all asserted claims, provided, however, Liberty's rights
are not and will not be impaired by accepting the New Letter of
Credit to the replace the Old Letter of Credit, and the New Letter
of Credit will be deemed to collateralize and secure Liberty's
prepetition and postpetition claims, whenever arising, under the
Existing Bonds to the same extent such claims were collateralized
and secured under the Old Letter of Credit prior to its
expiration.
To the extent Bank of America, N.A. honors a draw on the Old
Letter of Credit prior to or following its replacement by the New
Letter of Credit as provided herein, Liberty will remit the
proceeds of the draw to the Debtors no more than two business days
following the later of Liberty's receipt of the New Letter of
Credit or Liberty's receipt of the proceeds of the draw.
About Great Atlantic & Pacific
Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States. Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics. A&P had 41,000 employees
prior to the bankruptcy filing.
A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.
Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors. Kurtzman Carson Consultants LLC
is the claims and notice agent. Lazard Freres & Co. LLC is the
financial advisor. Huron Consulting Group is the management
consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.
A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier. The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.
A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory. Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.
GREAT ATLANTIC: Goldman Sachs Will Invest $490-Mil. Under Plan
--------------------------------------------------------------
Great Atlantic & Pacific Tea Company, Inc., has filed a disclosure
statement in support of its plan of reorganization dated Nov. 14,
2011.
Pursuant to the Plan, the Investors are providing a total new
money commitment of $490 million in the form of (i) $210 million
face amount of privately placed new second lien notes, (ii)
$210 million face amount of privately placed new convertible third
lien notes, and (iii) an $80 million new equity investment. The
proceeds of the New Money Commitment will allow the Debtors to
make distributions pursuant to the Plan, including paying secured
creditors in full in cash, and will provide a $40 million cash
pool for distributions to General Unsecured Creditors.
The Investors are identified in the plan as funds affiliated with
the Liberty Harbor business unit of Goldman Sachs Asset
Management, L.P., funds affiliated with The Yucaipa Companies,
LLC, and funds affiliated with Mount Kellett Capital Management
LP.
As part of the Plan, on November 3, 2011, the Debtors and the
Investors entered into security purchase agreements in respect of
the New Second Lien Notes, the New Convertible Third Lien Notes
and the New Equity Investment. The Securities Purchase Agreements
each provide that the parties will support the Plan in all
aspects.
The Plan provides for a settlement and compromise of the
intercreditor issues relating to whether the liabilities and
assets of the Debtors should be substantively consolidated for
purposes of distributions under the Plan. Except as modified by
this Substantive Consolidation Settlement, Claims are treated
generally in accordance with the priorities established under the
Bankruptcy Code.
The Plan divides all Claims (except Administrative Claims,
Professional Claims, DIP Facility Claims, and Priority Tax Claims)
and all Interests into various Classes. Under the plan
unclassified claims, second lien note claims, secured tax claims,
other secured claims and other priority claims are estimated to
recover 100% of their claims. The Debtors did not provide the
estimated range of recoveries under other classes of claims.
The classification and treatment of claims under the plan are:
* Unclassified Claims (Administrative Claims, Professional
Claims, DIP Facility Claims, or Priority Tax Claims) ?
Paid in full in Cash.
* Class A (Second Lien Note Claims) - Paid in full, including
accrued interest at the contract rate, in Cash on the
Effective Date, or as soon as practicable thereafter; or
will receive Replacement Second Lien Notes of equivalent
value to their Allowed Class A Claim.
* Class B (Secured Tax Claims) - Paid in full in cash on the
Effective Date; paid in equal semiannual cash payments for
up to five years, in aggregate amount equal to full Claim
amount; or paid in regular cash payments in a manner not
less favorable than the most favored nonpriority claim.
* Class C (Other Secured Claims) - Reinstated; paid in full
(including interest), in Cash; or receive collateral
securing full amount of Claim.
* Class D (Other Priority Claims) - Paid in full in Cash on
the later of the Effective Date, or the date the Claim
becomes allowed.
* Class E (Convertible Notes Claims) - Paid Pro Rata share of
$40 million Unsecured Creditor Cash Pool.
* Class F (9.125% Senior Note Claims) - Paid Pro Rata share
of $40 million Unsecured Creditor Cash Pool.
* Class G (Quarterly Interest Bond Claims) - Paid Pro Rata
share of $40 million Unsecured Creditor Cash Pool.
* Class H (Trade Claims) - Paid Pro Rata share of $40 million
Unsecured Creditor Cash Pool; and if Holder enters into a
trade agreement acceptable to the Debtors and the Investors
before the Effective Date, paid Pro Rata share of the Trade
Claims Cash Pool with total recovery on each Claim.
* Class I (Guaranteed Landlord Claims) - Paid Pro Rata share
of $40 million Unsecured Creditor Cash Pool; and if Holder
votes in favor of the Plan, pro Rata share of the
Substantive Consolidation Settlement Cash Pool.
* Class J (Union Claims) - Paid pursuant to Union Settlement
Agreement.
* Class K (General Unsecured Claims) - Paid Pro Rata share of
$40 million Unsecured Creditor Cash Pool.
* Class L (Intercompany Claims) - No recovery, but may be
reinstated in the discretion of the Debtors.
* Class M (Interests in A&P) - Cancelled
* Class N (Intercompany Interests) - No recovery, but may be
reinstated in the discretion of the Debtors.
* Class O (Section 510(b) Claims) ? Cancelled.
The hearing on the Disclosure Statement is scheduled for
Dec. 15, 2011, at 10:00 a.m.
A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/GreatAtlantic_disclosure.pdf
About Great Atlantic & Pacific
Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States. Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics. A&P had 41,000 employees
prior to the bankruptcy filing.
A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.
Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors. Kurtzman Carson Consultants LLC
is the claims and notice agent. Lazard Freres & Co. LLC is the
financial advisor. Huron Consulting Group is the management
consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.
A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier. The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.
A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory. Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.
GREEN PLANET: Reports $17.6 Million net Income in Sept. 30 Qtr.
---------------------------------------------------------------
Green Planet Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income available for common shareholders of $17.60 million on
$6.26 million of sales, net of returns and allowances, for the
three months ended Sept. 30, 2011, compared with a net loss
available for common shareholders of $2.87 million on
$10.31 million of sales, net of returns and allowances, for the
same period a year ago.
The Company also reported net income available to common
shareholders of $15.88 million on $15.36 million of sales, net of
returns and allowances, for the six months ended Sept. 30, 2011,
compared with a net loss available to common shareholders of
$4.85 million on $20.33 million of sales, net of returns and
allowances, for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$3.90 million in total assets, $20.96 million in total
liabilities, and a $17.05 million total stockholders' deficit.
As reported by the TCR on July 21, 2011, Semple, Marchal & Cooper,
LLP, in Phoenix, Ariz., says that Green Planet Group's significant
operating losses and negative working capital raise substantial
doubt about its ability to continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:'
http://is.gd/ZqVaUG
About Green Planet
Green Planet Group, Inc., is engaged in the research, development,
manufacturing and distribution of a variety of products that
improve overall energy efficiency with a specific concentration on
petroleum based energy sources. The Company currently has four
wholly owned operating subsidiaries, EMTA Corp, XenTx Lubricants,
Inc., White Sands, L.L.C., and Lumea, Inc.
GREENSHIFT CORP: Reports $2.6 Million Net Income in 3rd Quarter
---------------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $2.66 million on $6.33 million of total revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$3.02 million on $1.72 million of total revenue for the same
period a year ago.
The Company reported a net loss of $12.14 million on $7.73 million
of revenue for the twelve months ended Dec. 31, 2010, compared
with a net loss of $19.73 million on $3.87 million of revenue
during the prior year.
The Company also reported net income of $12.47 million on
$17.19 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $8.11 million on $5.02 million
of total revenue for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$7.68 million in total assets, $47.55 million in total
liabilities, and a $39.86 million total stockholders' deficit.
As reported by the TCR on April 8, 2011, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2010 financial results. The independent
auditors noted that the Company has suffered recurring losses from
operations and its total liabilities exceed its total assets.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/c45lIh
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
GGIS INSURANCE: Sec. 341 Creditors' Meeting Set for Dec. 5
----------------------------------------------------------
The United States Trustee in Los Angeles, California, will convene
a meeting of creditors of GGIS Insurance Services, Inc. on Dec. 5,
2011, at 2:15 p.m. at Rm 2610, 725 S Figueroa St., in Los Angeles.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
About GGIS Insurance Services
Burbank, California-based GGIS Insurance Services, Inc., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-55646) on
Nov. 2, 2011. Judge Sandra R. Klein took over the case from Judge
Barry Russell. The Law Office of Rick Gaxiola --
gaxlaw@charter.net -- serves as the Debtor's counsel. In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts. The petition was
signed by Richard Acunto, CEO and president.
GGIS Insurance Services, dba Guardian General Insurance Services,
first filed for bankruptcy (Bankr. C.D. Calif. Case No. 11-47233)
on Aug. 31, 2011. Judge Sheri Bluebond was assigned to that case.
Michael T. Stoller, Esq., served as bankruptcy counsel. The
petition estimated under $50,000 in assets and $1 million to $10
million in debts. Mr. Acunto signed the petition.
HANMI FINANCIAL: Raises $80.5MM from Underwritten Public Offering
-----------------------------------------------------------------
Hanmi Financial Corporation announced the closing of its
previously announced underwritten public offering of common stock.
FBR Capital Markets & Co. acted as the underwriter for the
offering. The Company raised $80.5 million in gross proceeds by
issuing 100,625,000 shares of the Company's common stock, which
includes the issuance of an additional 13,125,000 shares of common
stock as a result of the underwriter's exercise of its over-
allotment option, at a price to the public of $0.80 per share.
Woori Investment & Securities Co., Ltd., purchased 10,000,000
shares of common stock in the offering and holds approximately
4.0% of the Company's outstanding common stock.
The net proceeds to the Company after deducting underwriting
discounts and commissions and estimated offering expenses are
expected to be approximately $77.2 million. The Company intends
to contribute a substantial portion of the net proceeds from the
offering to Hanmi Bank as additional capital and to support future
organic growth and future acquisition driven growth. The Company
intends to retain the remaining net proceeds at the Company level
for use as working capital and other general corporate purposes.
About Hanmi Financial
Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.
The Company reported a net loss of $88.01 million on
$144.51 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $122.27 million
on $184.14 million during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$2.68 billion in total assets, $2.48 billion in total liabilities,
and $203.20 million in total stockholders' equity.
Going Concern
The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions. By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.
In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.
As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied. However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.
The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.
The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.
HARRISBURG, PA: Court Dismisses Chapter 9 Bankruptcy
----------------------------------------------------
Katy Stech, writing for Dow Jones Newswires, reports that Judge
Mary France on Wednesday threw out Harrisburg's Chapter 9
bankruptcy case, putting Pennsylvania's capital city on the path
to rehabilitate its financial situation under the state's
guidance. Judge France ruled that a band of city councilors
lacked the authority to put the city under bankruptcy protection.
"For Chapter 9 bankruptcy to work, all of the branches of a
municipality must be on the same page," Judge France said when
announcing her decision at a court hearing Wednesday afternoon.
State leaders, bondholders and even the city's own mayor argued
for the case to be thrown out of court, saying it violated the
state's rules laid out for financially struggling cities. Earlier
this year, Pennsylvania passed a law that discouraged smaller,
distressed municipalities from filing for bankruptcy by
threatening to cut off state aid.
Dow Jones says the dismissal leaves the state to move forward on
its takeover of the city's finances. Late last week, a state
agency under the direction of Pennsylvania Gov. Tom Corbett asked
a state judge to appoint bond attorney David Unkovic as the city's
receiver.
About Harrisburg, Pennsylvania
The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator. The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.
Four members of the City Council of Harrisburg on Oct. 11, 2011,
authorized the filing of a Chapter 9 bankruptcy petition (Bankr.
M.D. Pa. Case No. 11-06938) by the City of Harrisburg. Judge Mary
D. France presides over the case. Mark D. Schwartz, Esq. --
markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve
as counsel. The petition estimated $100 million to $500 million
in assets and debts. Susan Wilson, the city's chairperson on
Budget and Finance, signed the petition.
The city council voted 4-3 on Oct. 11, 2011, to authorize the
Chapter 9 municipal bankruptcy filing. The city claims to be
insolvent, unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.
The city said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy. The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues. The city is the primary guarantor under each
bond issue. The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.
Two days after the Chapter 9 filing on Oct. 11, the state of
Pennsylvania filed a motion to dismiss the case as being
unauthorized. Later, the state adopted a new law allowing the
governor to appoint a receiver who may join those seeking
dismissal.
Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania
have objected to the bankruptcy filing. Mayor Thompson is
represented in the case by Kenneth W. Lee, Esq., Christopher E.
Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner,
Esq., at Tucker Arensberg, P.C. Counsel to the Commonwealth of
Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric
L. Scherling, Esq., at Cozen O'Connor.
HARRISBURG, PA: City Counsel Objects Request to Appoint Receiver
----------------------------------------------------------------
Mark Shade at Thomson Reuters News & Insight reports that the
Harrisburg City Council filed on Nov. 21, 2011, an objection to
Pennsylvania's petition to name a receiver for the bankrupt state
capital.
According to the report, the lawyer for the City Council, Mark
Schwartz, Esq. said the municipal bankruptcy filing takes
precedence over the state's move. In papers filed with the
Commonwealth Court on Nov. 21, he said the state's petition should
be stayed because the bankruptcy filing came first.
Governor Tom Corbett petitioned the court last week to have David
Unkovic named the receiver for Harrisburg and to develop a plan
that would erase $317 million in debt piled up during expensive
renovations of an incinerator. Mr. Corbett petitioned the court
to appoint Mr. Unkovic after Harrisburg's mayor, Linda Thompson,
and the city council missed a final deadline on Nov. 14, 2011, to
reach an agreement with creditors.
Reuters says parties-in-interest had until Nov. 22 to respond to
the state's petition, after which the court has 60 days to issue a
ruling. If approved as receiver, Mr. Unkovic would have 30 days
to submit a recovery plan. After that the court would have 30
days to hold a hearing on the proposal, and then another 60 days
to confirm the plan.
About Harrisburg, Pennsylvania
The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator. The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.
Four members of the City Council of Harrisburg on Oct. 11, 2011,
authorized the filing of a Chapter 9 bankruptcy petition (Bankr.
M.D. Pa. Case No. 11-06938) by the City of Harrisburg. Judge Mary
D. France presides over the case. Mark D. Schwartz, Esq. --
markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve
as counsel. The petition estimated $100 million to $500 million
in assets and debts. Susan Wilson, the city's chairperson on
Budget and Finance, signed the petition.
The city council voted 4-3 on Oct. 11, 2011, to authorize the
Chapter 9 municipal bankruptcy filing. The city claims to be
insolvent, unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.
The city said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy. The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues. The city is the primary guarantor under each
bond issue. The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.
Two days after the Chapter 9 filing on Oct. 11, the state of
Pennsylvania filed a motion to dismiss the case as being
unauthorized. Later, the state adopted a new law allowing the
governor to appoint a receiver who may join those seeking
dismissal.
Harrisburg Mayor Linda D. Thompson and the state of Pennsylvania
have objected to the bankruptcy filing. Mayor Thompson is
represented in the case by Kenneth W. Lee, Esq., Christopher E.
Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner,
Esq., at Tucker Arensberg, P.C. Counsel to the Commonwealth of
Pennsylvania are Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric
L. Scherling, Esq., at Cozen O'Connor.
HOMELAND SECURITY: Reports $1.1MM Net Income in Sept. 30 Quarter
----------------------------------------------------------------
Homeland Security Capital Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting net income of $1.12 million $4.24 million of net
revenue for the three months ended Sept. 30, 2011, compared with
net income of $261,660 on $0 of net revenue for the same period
during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$39.83 million in total assets, $45.47 million in total
liabilities, $169,768 in warrants payable, and a $5.81 million
total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/rS5Qm5
Meanwhile, on Nov. 16, 2011, the board of directors of Homeland
Security unanimously approved a change of the Company's fiscal
year end from June 30 to December 31 effective immediately. The
change was made to align the Company's fiscal periods with those
of its indirect subsidiaries, Default USA, Inc., and Timios, Inc.,
that the Company acquired through its majority-owned subsidiary,
Fiducia Real Estate Services, Inc.
The Company expects to file a transition report for the six-month
period of July 1, 2011, to Dec. 31, 2011, on an Annual Report on
Form 10-KT on or before March 31, 2012.
About Homeland Security
Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.
Coulter & Justus, P.C., in Knoxville, Tennessee, noted that
related party senior notes payable totaling $19,725,040 are due
and payable, the Company has incurred a loss from operations for
year ended June 30, 2011, and has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.
In March 2008, the Company entered into a stock purchase agreement
with YA Global Investments, L.P. pursuant to which the Company
sold to YA 10,000 shares of its Series H Convertible Preferred
Stock. The Series H Stock is convertible into shares of Common
Stock at an initial ratio of 33,333 shares of Common Stock for
each share of Series H Stock, subject to adjustments -- including
the Company's wholly owned subsidiary, Safety & Ecology Holdings
Corporation, achieving certain earnings milestones, as defined,
for the calendar years ending December 31, 2009 and 2008.
Safety operates its business on a fiscal year ending June 30.
Safety achieved the first milestone for the calendar year ending
December 31, 2008. However, the second financial milestone for
the calendar year ended December 31, 2009, has not been satisfied,
resulting in a potential adjustment to the conversion ratio
yielding approximately 56,300 shares of Common Stock for each
share of Series H Stock, or approximately a potential additional
230,000,000 shares of the Company's Common Stock in the aggregate.
Management is discussing with YA the possibility of a waiver or
amendment of any adjustment to the Series H Stock conversion
ratio, however there can be no assurances YA will waive or amend
the adjustment, if any, to the Series H Stock conversion ratio.
YA has not exercised its conversion rights as of February 22,
2010.
In June 2009 the Company entered into an agreement YA extending
the due date on its senior notes payable, and accrued interest, to
YA from March 14, 2010, until October 1, 2010, for $2,500,000 and
April 1, 2011, for $10,560,000. In exchange, the Company agreed
to an increase in the interest rate, from 13% to 15%, on the
senior notes payable and certain other debt due to YA, effective
January 1, 2010, if the Company failed to secure a certain
contract by March 2010. In December 2009, the Company was
informed that it had been eliminated from the award process for
this contract. Accordingly, the Company will begin recording
interest expense at the increased rate effective Jan. 1, 2010.
As reported by the TCR on Aug. 10, 2011, Homeland Security entered
into a Forbearance Agreement by and among YA Global Investments,
L.P., as lender, Homeland Security Advisory Services, Inc.,
Celerity Systems, Inc., and Nexus Technology Group, Inc., pursuant
to which the Lender agreed to forbear from exercising its rights
and remedies under the Financing Documents and applicable law with
respect to one or more Events of Default that have occurred and
are continuing as a consequence of the Company having failed to
pay, when due at maturity, all outstanding principal and accrued
and unpaid interest under the Company's outstanding debt with the
Lender.
HYDROGENICS CORP: Posts $1.8 Million Net Loss in 3rd Quarter
------------------------------------------------------------
Hydrogenics Corporation reported a net loss of $1.8 million on
$4.9 million of revenues for the third quarter ended Sept. 30,
2011, compared with a net loss of $2.3 million on $5.6 million of
revenues for the same period of 2010.
Net loss for the nine months months ended Sept. 30, 2011, was
$8.6 million on $16.2 million of revenues, compared with a net
loss of $5.2 million on $15.1 million of revenues for the same
period last year.
"A 117% increase in orders received in the quarter caused our
backlog to grow 28% as compared with the third quarter of 2010.
This development positions the Corporation for strong growth
heading into 2012," said Daryl Wilson, President and Chief
Executive Officer. "Our OnSite Generation unit has seen robust
demand not only for industrial hydrogen and fueling stations but
also, very importantly, for contracts tied to our patented
renewable energy storage applications. As communicated in the
past, storing energy in the form of hydrogen generated from
intermittent renewable power installations is a compelling
opportunity for Hydrogenics. We are winning on this application
due to our advanced water electrolysis technology and reputation
for durability. Specifically, the increased interest in Europe
for combined wind/hydrogen energy systems that can provide both
clean power and reliable electricity is showing real promise. We
are focused on a large number of contracts that should show
results in the quarters to come. In support of onging growth, we
secured an interest-free CA$6.0 million loan received from the
Government of Ontario. This financing enables us to scale up
operations and create strong product positions."
At Sept. 30, 2011, the Company's balance sheet showed
$30.4 million in total assets, $18.3 million in total liabilities,
and stockholders' equity of $12.1 million.
The Company believes that there are material uncertainties related
to certain conditions and events that cast significant doubt on
the Corporation's ability to continue as a going concern.
"The events and conditions that cast significant doubt include the
Corporation's recurring operating losses and negative cash flows
from operations and the risk of not securing additional funding,"
the Company said in the Form 6-K filing.
"The Corporation expects these conditions to continue in the near
term."
A copy of the 3rd quarter 2011 consolidated financial statements
and results of operations is available at http://is.gd/vRBseG
A copy of the press release announcing Hydrogenics' third quarter
2011 results is available for free at http://is.gd/njoQTE
Based in Mississauga, Ontario, Canada, Hydrogenics Corporation
(Nasdaq: HYGS) (TSX: HYG) -- http://www.hydrogenics.com/--
develops and provides hydrogen generation and fuel cell products
and services. Hydrogenics has operations in North America and
Europe.
IAP WORLDWIDE: S&P Affirms 'B' Corporate Rating; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Cape Canaveral, Fla.-based IAP Worldwide Services Inc. (IAP) to
negative from stable. At the same time, Standard & Poor's affirmed
its ratings on IAP, including the 'B' corporate credit rating.
"The outlook revision to negative reflects IAP's sizable debt
maturities at the end of 2012, which it hasn't yet refinanced,"
said Standard & Poor's credit analyst Dan Picciotto. "Barring a
refinancing, the company would have a significant shortfall in
projected uses of funds relative to sources of funds for 2012."
With more than $1 billion in annual revenues, IAP provides
contingency operations, facilities management, and technical
services to the U.S. military and civilian agencies. The company's
largest operating segment is the global operations and logistics
segment, which contributes more than half of its revenue.
"We consider the company's financial risk profile to be highly
leveraged, in part because we believe IAP's owner (Cerberus
Capital Management L.P.) could pursue very aggressive financial
policies," Mr. Picciotto said.
Nonetheless, the company's operating performance this year has
been fair despite reduced revenue opportunities in Iraq as the war
effort there winds down. Key credit measures remain weak but have
improved.
Standard & Poor's could lower its ratings if IAP does not address
its upcoming 2012 maturities in a timely manner. "On the other
hand, we could revise the outlook back to stable if the company
addresses its upcoming debt maturities and if we consider
operating prospects good," Mr. Picciotto said.
IMH FINANCIAL: Incurs $12.9 Million Net Loss in Third Quarter
-------------------------------------------------------------
IMH Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $12.95 million on $948,000 of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of
$20.51 million on $840,000 of total revenue for the same period
during the prior year.
The Company reported a net loss of $117.04 million on
$3.75 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $74.47 million on $22.52 million of
total revenue during the prior year.
The Company also reported a net loss of $25.24 million on
$2.85 million of total revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $65.56 million on $2.78 million
of total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$249.51 million in total assets, $74.04 million in total
liabilities, and $175.47 million in total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/KHevYk
About IMH Financial
Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010. The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.
The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition. The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.
"Given the current state of the real estate and credit markets, we
believe the realization of full recovery of the cost basis in our
assets is unlikely to occur in a reasonable time frame and may not
occur at all, and we may be required to liquidate portions of our
assets for liquidity purposes at a price significantly below the
initial cost basis or potentially below current carrying values.
If we are not able to liquidate a sufficient portion of our assets
or access credit under the credit facility currently under
negotiation, there may be substantial doubt about our ability to
continue as a going concern. Nevertheless, we believe that our
cash and cash equivalents, coupled with liquidity derived from the
credit facility currently under negotiation and the disposition of
certain of the loans and real estate held for sale, will allow us
to fund current operations over the next 12 months," the Company
said in its Form 10-Q for the quarter ended Sept. 30, 2010.
As reported by the TCR on April 20, 2011, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has suffered recurring losses and is not
currently generating sufficient cash flows to sustain operations
INFUSION BRANDS: Incurs $2.1 Million Third Quarter Net Loss
-----------------------------------------------------------
Infusion Brands International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $2.13 million on $2.19 million of
product sales for the three months ended Sept. 30, 2011, compared
with a net loss of $9.31 million on $1.47 million of product sales
for the same period during the prior year.
The Company also reported a net loss of $5.35 million on
$11.56 million of product sales for the nine months ended
Sept. 30, 2011, compared with a net loss of $19.38 million on
$4.57 million of product sales for the same period a year ago.
The Company's balance sheet at Sept. 30 2011, showed $8.61 million
in total assets, $7.59 million in total liabilities, $13.25
million in redeemable preferred stock, and a $12.23 million total
deficit.
As reported by the TCR on April 7, 2011, Meeks International LLC,
in Tampa, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has incurred significant recurring losses
from operations and is dependent on outside sources of financing
for continuation of its operations and management is restructuring
and redirecting its operating initiatives that require the use its
available capital resource.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/KqoebW
About Infusion Brands
Infusion Brands International, Inc. is a global consumer products
company. Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.
On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary. Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.
IRIDIUM COMMUNICATIONS: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Iridium
Communications Inc., including the 'B' corporate credit rating, at
the company's request.
IVOICE INC: Incurs $258,000 Net Loss in Third Quarter
-----------------------------------------------------
iVoice, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $258,493 on $64,173 of sales for the three months ended
Sept. 30, 2011, compared with a net loss of $328,537 on $43,357 of
sales for the same period during the previous year.
The Company also reported a net loss of $826,318 on $171,527 of
sales for the nine months ended Sept. 30, 2011, compared with a
net loss of $719,745 on $142,996 of sales for the same period a
year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$1.36 million in total assets, $3.96 million in total liabilities,
and a $2.60 million total stockholders' deficit.
As reported by the TCR on April 25, 2011, Rosenberg Rich Baker
Berman & Co, in Somerset, New Jersey, expressed substantial doubt
about iVoice, Inc.'s ability to continue as a going concern. The
independent auditors noted that the Company has incurred
substantial accumulated deficits.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/RGMPXk
About iVoice
Matawan, N.J.-based iVoice, Inc. -- http://www.ivoice.com/-- is
focused on the development and licensing of its proprietary
technologies. To date the Company has filed fifteen (15) patent
applications with the United States Patent and Trademark Office
for speech enabled applications that the Company has developed
internally. Of the patent applications the Company has filed,
four (4) patents have been awarded.
JERRY HERLING: Jury Awards $1.5 Million Judgment to Tetra Tech
--------------------------------------------------------------
Tom Morton at Casper Star-Tribune, citing court documents, reports
that a federal jury awarded Tetra Tech EC Inc. $1,495,539 against
Jerry Herling Construction Inc. for breaching its contract by
failing to pay its vendors.
According to the report, Tetra Tech, of Pasadena, California, also
won an $85,000 judgment against Jerry Herling Construction for
negligent misrepresentation by failing to inform Tetra Tech that
vendors were not being paid and incorrectly telling Tetra Tech how
much was owed.
The report says the jury found Tetra Tech had unjustly enriched
itself and awarded Jerry Herling Construction $153,226 for work it
performed for Tetra Tech that was outside the scope of the
subcontracts.
The report adds that U.S. District Court Magistrate Scott Skavdahl
approved the verdict and ordered Tetra Tech to recover $1,427,313
from Jerry Herling Construction plus interest, according to his
judgment issued Oct. 31, 2011.
Based in Banning, California, Jerry Herling Construction, Inc.
filed for Chapter 11 protection (Bank. C.D. Calif. Case No.
10-20032) on April 5, 2011. Judge Deborah J. Saltzman presides
over the case. Lazaro E. Fernandez, Esq., represents the Debtor.
The Debtor estimated both assets and debts of between $1 million
and $10 million.
JET AIRWAYS: Auditors Ask Company to Raise Capital, Fund JetLite
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Jet Airways India
Ltd. needs to raise money to maintain its operations, auditors to
the company said in yet another sign of a crippling cash crunch in
what was once described as one of the world's most promising
airline markets.
About Jet Airways
Jet Airways (India) Ltd (BOM:532617) -- http://www.jetairways.com/
-- provides air transportation. The geographic segments of the
company are domestic and international. The company has a
frequent flyer program named Jet Privilege wherein the passengers
who uses the services of the airline become services of the
airline become members of Jet Privilege and accumulates miles to
their credit. The company's subsidiaries include Jet Lite (India)
Limited, Jetair Private Limited, Jet Airways LLC, Trans
Continental e Services Private Limited, Jet Enterprises Private
Limited, Jet Airways of India Inc., India Jetairways Pty Limited
and Jet Airways Europe Services N.V. On April 20, 2007, the
company acquired Sahara Airlines Limited.
* * *
Jet Airways posted a consolidated net loss of INR9.6 billion for
the year ended March 31, 2009, compared with consolidated net
loss of INR6.5 billion for the year ended March 31, 2008.
Consolidated total sales increased from INR109.9 billion for the
year ended March 31, 2008 to INR134.4 billion for the year ended
March 31, 2009.
JONES SODA: Posts $1.7 Million Net Loss in Third Quarter
--------------------------------------------------------
Jones Soda Co. filed its quarterly report on Form 10-Q, reporting
a net loss of $1.7 million on $5.0 million of revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$578,000 on $5.1 million of revenue for the same period last
year.
The Company reported a net loss of $5.2 million on $14.0 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $4.3 million on $14.4 million of revenue for the
same period last year.
The Company's balance sheet at Sept. 30, 2011, showed
$10.4 million in total assets, $4.2 million in total liabilities,
and stockholders' equity of $6.2 million.
As reported in the TCR on March 28, 2011, Peterson Sullivan LLP,
in Seattle, Washington, expressed substantial doubt about Jones
Soda's ability to continue as a going concern, following the
Company's 2010 results. The independent auditors noted that the
Company has experienced recurring losses from operations and
negative cash flows from operating activities.
A copy of the Form 10-Q is available for free at:
http://is.gd/u48YR2
Headquartered in Seattle, Washington, Jones Soda Co.
(NASDAQ: JSDA) -- http://www.jonessoda.com/-- markets and
distributes premium beverages under the Jones Soda, Jones Pure
Cane Soda(R) and Whoopass Energy Drink(R) brands and sells
through its distribution network in markets primarily across North
America.
KENTUCKIANA MEDICAL: Needs Clark County to Back $36-Mil. Financing
------------------------------------------------------------------
Ben Zion Hershberg at the Courier-Journal reports that The
Kentuckiana Medical Center needs Clark County government to back
$36 million in financing to resolve its bankruptcy, but that will
depend on getting support from Clark County Memorial Hospital,
which is doubtful.
According to Courier-Journal, Clark Memorial and Floyd County
Memorial hospitals fiercely opposed the construction of the
doctor-owned Kentuckiana Medical Center from 2003 to early 2006,
when a federal judge overturned moratoriums against additional
hospital construction in both counties that the public hospitals
had obtained.
The report relates that, at a hearing on Nov. 16, 2011, in U.S.
Bankruptcy Court in New Albany, Mark Arnold, a lawyer and founder
of Argenta Financial, the Utah-based company that wants to provide
$36 million of financing for Kentuckiana Medical Center, said the
arrangement requires the backing of county government. Mr. Arnold
told U.S. Bankruptcy Judge Basil Lorch III the county's backing is
necessary because Argenta's money comes from insurance companies
and regulators require insurance companies to obtain guarantees
from secure governments to extend the kind of financing
Kentuckiana Medical needs.
The report relates that Mr. Arnold said the county would have to
sign a lease with Argenta and then sublease the hospital to the
doctors, who would operate it.
The Courier-Journal says Mr. Arnold told Judge Lorch that the
Clark County Council is interested in backing the hospital
financing. But the council has taken no binding action yet, Mr.
Arnold said, and may not do so for several months so its
representatives can analyze the proposal and investigate the
financial soundness of the participants.
The report notes that, in an interview on Nov. 17, 2011,
Chuck Moore, a member of the Clark County Council who has led
discussions with Argenta, said the council has been told that the
county could receive about $200,000 a year for its participation
in the Kentuckiana Medical Center lease. He believes the risk is
limited, Mr. Moore said, because of the guaranty being negotiated
with the Texas company.
At the Nov. 16 bankruptcy hearing, Judge Lorch said he wants to
know more about the county's position and about the progress Mr.
Arnold has made on negotiations with the Texas company by Dec. 12,
when the next hearing is scheduled. Judge Lorch said there are
still too many uncertainties involving the proposed rescue
financing to decide whether the hospital can be saved or should be
liquidated.
Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010. David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor. The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.
KL ENERGY: Suspending Filing of Reports with SEC
------------------------------------------------
KL Energy Corp. filed a Form 15 notifying of its suspension of its
duty under Section 15(d) to file reports required by Section 13(a)
of the Securities Exchange Act of 1934 with respect to its common
stock, par value $0.001 per share. Pursuant to Rule 12h-3, the
Company is suspending reporting because there are currently less
than 300 holders of record of the common shares. As of Nov. 17,
2011, there were 63 holders of records of the common shares.
About KL Energy Corporation
Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., focuses on developing unique technical and operational
capabilities designed to enable the production and
commercialization of biofuel, in particular ethanol from
cellulosic biomass. The Company also plans to provide contracted
engineering and project development services to third party
customers.
The Company reported a net loss of $20.90 million on $4.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $8.25 million on $0 of revenue during the prior year.
The Company also reported a net loss of $24.50 million on
$3.05 million of total revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $6.47 million on $818,317 of
total revenue for the same period during the previous year.
The Company's balance sheet at Sept. 30, 2011, showed
$4.93 million in total assets, $6.28 million in total liabilities
and a $1.34 million total stockholders' deficit.
As reported by the TCR on March 23, 2011, Ehrhardt Keefe Steiner &
Hottman PC expressed substantial doubt about the Company's ability
to continue as a going concern. Ehrhardt Keefe noted that the
Company has suffered recurring losses and has an accumulated
deficit. Accordingly, unless the Company raises additional
working capital, obtain project financing or revenues grow to
support the Company's business plan, the Company may be unable to
remain in business.
KL ENERGY: Common Stock to Cease Trading on OTCQB Market
--------------------------------------------------------
KL Energy Corporation filed a Certification and Notice of
Termination of Registration on Form 15 with the Securities and
Exchange Commission for the purpose of voluntarily deregistering
its common stock under the Securities and Exchange Act of 1934.
As a result, the Company will no longer be a public reporting
company and its common stock will cease being quoted on the OTCQB
market tier. Operated by OTC Markets Group Inc., the OTCQB is a
market tier for OTC quoted companies that are registered with, and
providing current reports to, the SEC. The deregistration of the
Company's common stock will result in the stock trading on the
Pink Sheets under the symbol KLEG.PK. The Company's Board of
Directors approved the filing of the Form 15 after careful
consideration of the advantages and disadvantages of continuing
the Company's SEC reporting obligations. Suspending the SEC
reporting obligations will allow the Company to eliminate the
substantial expenses and efforts associated with SEC reporting and
compliance and reallocate those resources to support business
operations while also enabling management to focus more of its
time and efforts on managing and developing the business and
enhancing shareholder value.
About KL Energy Corporation
Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., focuses on developing unique technical and operational
capabilities designed to enable the production and
commercialization of biofuel, in particular ethanol from
cellulosic biomass. The Company also plans to provide contracted
engineering and project development services to third party
customers.
The Company reported a net loss of $20.90 million on $4.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $8.25 million on $0 of revenue during the prior year.
The Company also reported a net loss of $24.50 million on
$3.05 million of total revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $6.47 million on $818,317 of
total revenue for the same period during the previous year.
The Company's balance sheet at Sept. 30, 2011, showed
$4.93 million in total assets, $6.28 million in total liabilities
and a $1.34 million total stockholders' deficit.
As reported by the TCR on March 23, 2011, Ehrhardt Keefe Steiner &
Hottman PC expressed substantial doubt about the Company's ability
to continue as a going concern. Ehrhardt Keefe noted that the
Company has suffered recurring losses and has an accumulated
deficit. Accordingly, unless the Company raises additional
working capital, obtain project financing or revenues grow to
support the Company's business plan, the Company may be unable to
remain in business.
KURRANT MOBILE: Signs 1-Year Consulting Pact with Michael Rich
--------------------------------------------------------------
Cogito Media Group Inc., formerly known as Kurrant Mobile Catering
Inc., entered into a one year consultant agreement with Michael
Rich. In accordance with the terms and provisions of the
Consultant Agreement:
(i) Rich will provide to the Company consulting services
related to business and product development, corporate
structure, management and financing;
(ii) the Company will issue to Rich an aggregate of 39,000,000
shares of its restricted common stock at a per share price
of $0.0001;
(iii) upon performance by Rich of agreed upon services, the
Company will pay to Rich a monthly fee of $7,500;
(iv) upon performance by Rich of agreed upon services, the
Company will pay to Rich a cash bonus of $25,000 upon
completion of such services;
(v) commencing with the quarterly period beginning March 1,
2012, and in the event the Company achieves gross sales
revenue in excess of $500,000 in any given quarter, the
Company will pay to Rich a quarterly sales bonus in the
amount of $25,0000; and
(vi) for each incremental amount of $400,000 achieved in gross
revenues above the Initial Sales Amount, the Company will
pay to Rich a further Quarterly Sales Bonus in the amount
of $20,000 for each incremental $400,000.
Effective Oct. 28, 2011, the Company entered into the Consultant
Agreement. The Board of Directors authorized the issuance of an
aggregate of 39,000,000 shares to Rich at a per share price of
$0.0001. The aggregate 39,000,000 shares of common stock were
issued to Rich in reliance on Section 4(2) of the Securities Act
of 1933, as amended. The shares of common stock have not been
registered under the Securities Act or under any state securities
laws and may not be offered or sold without registration with the
United States Securities and Exchange Commission or an applicable
exemption from the registration requirements. Rich acknowledged
that the securities to be issued have not been registered under
the Securities Act, that he understood the economic risk of an
investment in the securities, and that he had the opportunity to
ask questions of and receive answers from the Corporation's
management concerning any and all matters related to acquisition
of the securities.
Effective on Oct. 28, 2011, the Board of Directors of the Company
accepted the consent of Michael Rich as a member of the Board of
Directors. Therefore, the Board of Directors consists of the
following members: Pierre Turgeon, Francois Turgeon and Michael
Rich.
About Kurrant Mobile
Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks. The Company sells its products
to distributors throughout the world.
The Company's balance sheet at Nov. 30, 2010, showed $1.02 million
in total assets, $1.71 million in total liabilities, and a
$686,774 stockholders' deficit.
According to the Form 10-Q for the quarter ended Nov. 30, 2010,
"The Company has incurred net losses and has negative cash flows
from its operations. These factors raise substantial doubt
regarding Kurrant Mobile's ability to continue as a going concern.
Realization value may be substantially different from carrying
values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be
necessary should Kurrant Mobile be unable to continue as a going
concern. The continuation of Kurrant Mobile as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of Kurrant Mobile to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations."
LEVELLAND/HOCKLEY: Seeks Approval of Cash Collateral Agreement
--------------------------------------------------------------
Levelland/Hockley County Ethanol, LLC, asks the U.S. Bankruptcy
for the Northern District of Texas to approve an agreement
authorizing the use of cash collateral of GE Business Financial
Services, Inc., in its capacity as administrative agent, and
granting adequate protection.
The Debtor seeks to use the cash collateral, including, but not
limited to, conducting a marketed transaction process for a sale
of substantially all of the Debtor's assets. The present cash
deposits generated by prior operations and collection of pre-
petition accounts constitutes Debtor's sole source of operating
capital at the present time.
Levelland Ethanol entered into a Construction and Term Loan
Agreement dated Sept. 27, 2006, with Merrill Lynch Capital, now
known as GE Business Financial Services Inc. As of the Petition
Date, and according the CCA and the proof of claim of the Senior
Lenders, the principal amount owed under the Senior Loan Agreement
is at least $32,782,500, plus accrued but unpaid prepetition
interest in the amount of at least $1,382,695.
Pursuant to the Senior Loan Agreement and certain ancillary
collateral documents, Debtor has granted to Agent, for the benefit
of the Senior Lenders, a first priority security interest in all
of Debtor's assets. The collateral in which the Senior Lenders
holds a security interest generally includes all of Debtor's real
property and personal property, including general intangible and
contract rights.
Under the cash collateral agreement, the Debtor will be
authorized, on a limited basis, to use Cash Collateral in the
ordinary course of business strictly in accordance with the Budget
with (i) a 20% variance on expense subtotals for each week up to a
maximum of $10,000 per week and (ii) a 10% variance on expense
subtotals and a 10% aggregate variance for each four week period.
There will be no variance above the Carve-Out unless agreed to by
the Agent in writing in its sole discretion. The Debtor's
authority to use Cash Collateral will be effective nunc pro tunc
to Sept. 1, 2011, and will terminate on the earlier to occur of:
(a) March 2, 2012, or (b) notice by the Agent to the Debtor of the
occurrence of any other Termination Event.
As adequate protection the Agent and the Senior Lenders will be
entitled to the following:
i. As partial adequate protection for the diminution in the
aggregate value of Collateral, the Agent will have,
effective as of the Petition Date, valid and automatically
perfected first-priority security interests and liens,
superior to any and all other creditors and/or interest
holders of the Debtor's estate but subject only to Prior
Liens and the Carve-Out, in and upon all of the property
and assets of the Debtor's estate, real and personal.
To the extent the adequate protection liens are
insufficient to adequately protect for the diminution in
value of the liens and security interests of the Agent and
the Senior Lenders in the Pre-Petition Collateral and Cash
Collateral, the Agent, on behalf of itself and for and on
behalf of the Senior Lenders, will be granted a
superpriority administrative expense claim, which wil ave
priority over all other costs and expenses of
administration of any kind.
ii. As additional adequate protection for the diminution in
value of the liens and security interests of the Agent and
the Secured Lenders in the Pre-Petition Collateral and the
Cash Collateral, the Debtor will make a payment on the
first business day of each alternative week to the Agent
for the benefit of the Senior Lenders. The Adequate
Protection Payments will be applied to the Senior Pre-
Petition Claims that are secured claims and any interest
and fees as may be allowed.
About Levelland/Hockley
Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas. The LLC has over 100 members many of whom are local
farmers, business people and civic leaders. A recent appraisal
Of its facility values its assets, with the Plant under full
operation, at over $51.5 million.
Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011. I. Richard Levy, Esq.,
Christopher M. McNeill, Esq., and Susan Frierott, Esq., at Block &
Garden, LLP, in Dallas, represent the Debtor as counsel. The
Debtor disclosed total assets of $60,451,124 and total liabilities
of $47,557,432 in its schedules.
On May 9, 2011, William T. Neary, U.S. Trustee for Region 6,
appointed unsecured creditors to the Official Committee of
Unsecured Creditors in the Debtor's cases. Stephen M. Pezanosky,
Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, in Fort
Worth, Tex., represent the Committee.
LIBERATOR INC: Incurs $172,944 Net Loss in Third Quarter
--------------------------------------------------------
Liberator, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $172,944 on $5.58 million of net sales for the three months
ended Sept. 30, 2011, compared with a net loss of $242,559 on
$2.62 million of net sales for the same period during the prior
year.
The Company reported a net loss of $801,252 on $17.32 million of
net sales for the year ended June 30, 2011, compared with a net
loss of $1.03 million on $11.07 million of net sales during the
prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$6.64 million in total assets, $5.44 million in total liabilities,
and $1.19 million in total stockholders' equity.
Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/yeyTKk
About Liberator Inc.
Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life. The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its websites and instructional DVD's that the Company sells.
LOCAL INSIGHT: Emerges From Chapter 11 With New Name, CEO
---------------------------------------------------------
Denver Business Journal reports that Local Insight Media Holdings
Inc. has emerged from Chapter 11 bankruptcy protection with a new
name, a new interim CEO and a new board.
According to the report, the company will now be known as The
Berry Co. LLC, and John Fischer will be its interim president and
CEO. Berry had been the name of Local Insight Media's publishing
subsidiary.
The report relates that Mr. Fischer has been the company's general
counsel and secretary since 2006. He succeeds Scott Brubaker, a
managing director with Alvarez & Marsal, who has been interim CEO
since January. Mr. Brubaker in turn had succeeded CEO Scott
Pomeroy, who resigned shortly after the Chapter 11 filing in
November 2010.
The bankruptcy court in Delaware approved the company's
reorganization plan Nov. 3, 2011.
"Emergence represents a major milestone for our company," the
report quotes Mr. Fischer as saying. "Since filing for voluntary
Chapter 11 protection one year ago, we completed a complex
restructuring, reduced the company's debt by more than 90 percent
and implemented a simplified corporate structure. We now have the
benefit of a strong balance sheet, a well-conceived business plan
and a streamlined structure to enable Berry to effectively meet
advertisers' needs for local search solutions."
The report says Berry announced a new board of directors, led by
Chairman James Continenza, whom the company described as a "senior
executive turning around underperforming businesses in a variety
of industries." Also on the new board is Michael Sileck, former
chief revenue officer for Denver-based newspaper chain MediaNews
Group Inc., publisher of The Denver Post, and now a special
advisor to the MediaNews board.
GSO Capital Partners is now Berry's largest shareholder. GSO, a
unit of Blackstone Group, is a credit-oriented alternative asset
manager. GSO provided debtor-in-possession financing to Local
Insight Media during its period under bankruptcy protection.
About Local Insight
Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States. Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.
Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel. Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.
The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC. The Debtors' independent auditor is Deloitte &
Touche LLP. The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.
Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition. Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.
The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; Houlihan Lokey Howard & Zukin
Capital Inc. as its financial advisor and investment banker; and
Mesirow Financial Consulting LLC as its forensic accountant and
litigation advisor.
MANISTIQUE PAPERS: Seeks Court Approval to Auction Assets
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Manistique Papers
Inc. is seeking court permission to sell its paper mill and
operations at a Feb. 13 auction, but it hasn't yet secured a lead
bidder.
About Manistique Papers
Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited. Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Godfrey & Kahn, S.C. represents the Debtor in its restructuring
effort. Morris, Nichols, Arsht & Tunnell LLP serves as its
Delaware bankruptcy co-counsel. Vector Consulting, L.L.C., serves
as its financial advisor. Baker Tilly Virchow Krause, LLC, serves
as its accountant.
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Manistique Papers is represented by Lowenstein
Sandler PC as lead counsel and Ashby & Geddes, P.A., as Delaware
counsel. J.H. Cohn LLC serves as the panel's financial advisor.
Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.
MARRIOTT VACATIONS: S&P Assigns 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Marriott Vacations Worldwide Corp. (MVW).
Marriott International Inc. has completed the spinoff of its
timeshare business through a pro rata dividend of Marriott
Vacations Worldwide Corp. common stock to its shareholders. The
rating outlook is stable.
"At the same time, we assigned our 'B-' preferred stock rating to
subsidiary MVW US Holdings Inc.'s $40 million cumulative and
mandatorily redeemable preferred stock issue. This issue-level
rating is three notches below the 'BB-' corporate credit rating
for MVW, in accordance with our issue-level rating notching
criteria for preferred stock," S&P said.
"The rating reflects MVW's 'weak' business risk profile (as our
criteria define the term), which requires external financing to
fund lending to customers in the company's capital-intensive and
competitive timeshare business. The structural financing needs of
the business to achieve growth results in our assessment of MVW's
business risk profile as weak, at least until we have the
opportunity to observe the company's growth and financial policies
as a stand-alone company for a reasonable period of time. The
rating also reflects our view of MVW's financial risk profile as
"aggressive". Under our operating assumptions, we believe MVW is
likely to sustain net leverage around the mid-4x area and coverage
of around 3x or better, and an adequate overall liquidity profile.
This is in line with an aggressive financial risk assessment for
MVW, in our view," S&P related.
S&P's rating also reflects:
MVW has entered into two license agreements, one with Marriott
International Inc. and one with The Ritz-Carlton Hotel Co.
L.L.C. (a wholly owned subsidiary of Marriott International),
each of which having an initial term of 79 years and providing
MVW with exclusive rights to use the Marriott and Ritz-Carlton
names in the timeshare business for the duration of the
agreements.
MVW will pay royalties to Marriott and Ritz-Carlton under the
agreements, the most significant of which include a fixed
annual fee of $50 million, plus 2% of gross initial developer
timeshare sales, or 1% of gross timeshare resales.
MVW's liquidity is supported by a $200 million secured
revolver to be used for general corporate purposes and a 364-
day, $300 million secured warehouse credit facility to fund
timeshare receivables.
All existing term securitization debt formerly at Marriott
International Inc. are transferred to MVW.
Other debt-like obligations in MVW's capital structure include
about $70 million in operating leases, surety bond
obligations, and guarantee obligations.
MVW does not currently intend to pay dividends or repurchase
its common stock.
MARY OF THE WOODS: Files for Chapter 11 Protection
---------------------------------------------------
Dow Jones' DBR Small Cap reports that St. Mary of the Woods, an
Ohio retirement home controlled by the Franciscan Sisters of
Chicago, filed for Chapter 11 bankruptcy protection, blaming its
financial hardship on the soured real-estate market that has kept
aging potential residents stuck in homes they can't sell.
MASTER SILICON: Incurs $1.2 Million Net Loss in Third Quarter
-------------------------------------------------------------
Master Silicon Carbide Industries, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of US$1.17 million on US$3.71 million
of revenue for the three months ended Sept. 30, 2011, compared
with net profit of US$480,971 on US$3.70 million of revenue for
the same period during the prior year.
The Company also reported a net loss of US$1.48 million on
US$12.36 million of revenue for the nine months ended Sept. 30,
2011, compared with net profit of US$35,914 on US$6.94 million of
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
US$30.40 million in total assets, US$12.04 million in total
liabilities, US$10 million in redeemable preferred stock-A, US$10
million in redeemable preferred stock-B, and a US$1.64 million
total stockholders' deficit.
As reported by the TCR on April 7, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, expressed substantial doubt
about the Company's ability to continue as a going concern. The
independent auditors noted that the Company has cash flow
constraints, an accumulated deficit, and has suffered recurring
losses from operations.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/dL1VGe
About Master Silicon
Lakeville, Conn.-based Master Silicon Carbide Industries, Inc.,
through its indirectly wholly-owned operating subsidiary Yili
China, produces and sells in China high quality "green" silicon
carbide and lower-quality "black" silicon carbide (together,
hereinafter referred to as "SiC"). SiC is a non-metallic
compound that has special chemical properties and a level of
hardness that is similar to diamonds, is produced by smelting
quartz sand and refinery coke at temperatures ranging from
approximately 1,600 to 2,500 degrees centigrade in a graphite
electric resistance furnace.
MCCLATCHY CO: BNP Paribas Discloses 8% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BNP Paribas,S.A.,London Branch, disclosed
that it beneficially owns 4,819,265 shares of common stock of The
McClatchy Company representing 8% of the shares outstanding. As
previously reported by the TCR on Aug. 15, 2011, BNP Paribas
disclosed beneficial ownership of 3,962,364 shares of common stock
or 6.6% equity stake. A full-text copy of the amended Schedule
13G is available for free at http://is.gd/5E2JzM
About The McClatchy Company
Sacramento, Calif.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach. The websites offer users
comprehensive news and information, advertising, e-commerce and
other services. Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).
The Company's balance sheet at Sept. 25, 2011, showed
$2.98 billion in total assets, $2.76 billion in total liabilities
and $214.83 million stockholders' equity.
* * *
In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010. The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions. The rating outlook is stable.
In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'. "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond. The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.
As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'. The Rating Outlook is Stable. The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation. Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits. While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations. Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits. As a result absolute debt and leverage were
better than Fitch expectations. Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times. Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010). Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).
MEDIMEDIA USA: S&P Raises Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Yardley, Pa.-based MediMedia USA Inc. to 'B-' from
'CCC+'. "We also removed all ratings from CreditWatch, where
they were placed with developing implications on Aug. 11, 2011.
The rating outlook is stable," S&P related.
"In conjunction with the upgrade, we also raised the issue-level
rating on the company's senior secured credit facility by one
notch to 'B+' from 'B'. The recovery rating on the facility
remains unchanged at '1', indicating our expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default. We also raised the issue-level rating on MediMedia's $150
million subordinated notes to 'CCC' from 'CCC-'. The recovery
ratings on the notes remain unchanged at '6' (0%-10% recovery
expectation)," S&P said.
"The company recently executed an amendment to its credit
agreement, resetting covenants with sufficient headroom and
extending the maturity on a portion of its revolver and a portion
of its term loan," explained Standard & Poor's credit analyst
Jeanne Shoesmith. "Previous events of default were also waived
under the amendment."
"The 'B-' rating reflects the company's 'weak' business risk
profile (as our criteria define the term), very high leverage, and
our expectation of minimal discretionary cash flow. We view the
company's business risk profile as weak based on its small niche
position in health education and services. We also view its
financial profile as 'highly leveraged.' MediMedia's adjusted debt
to EBITDA was steep at 9.3x as of Sept. 30, 2011, pro forma for
$114 million of debt repayment in the fourth quarter of 2011.
Although we expect debt to EBITDA to remain high over the next
several years, we expect credit metrics to improve from current
levels as a result of one-time costs rolling off and cost-cutting
efforts in 2012," S&P said.
"MediMedia's products and services include health education
publishing and training, and health-related services to health
plans, hospitals, employers and pharmaceutical companies. Our view
of the company's business risk profile as weak reflects its
exposure to the discretionary marketing spending trends of the
pharmaceutical industry and the potential for increased
competition. Moreover, the small size of the markets the company
serves limits the growth opportunities that it could pursue
through its principal business -- patient education -- as well as
through its pharmaceutical marketing and managed care services
segments. Roughly 70% of the company's EBITDA comes from the
company's mature health information business that has limited
growth potential," S&P said.
MF GLOBAL: CME Group Increases Guarantee to $550 Million
--------------------------------------------------------
To accelerate the return of additional securely held funds to MF
Global Inc. customers, CME Group has increased its financial
guarantee to the SIPC Trustee from $250 million to $550 million.
CME Group's proposal to the Trustee is designed to increase the
payout percentage from 60 percent to 75 percent in early December.
This distribution would include customers holding cash balances
and warehouse receipts, as well as customers who received non-
sufficient funds checks from MF Global. As a result of this
proposal, roughly $4 billion of the $5.5 billion that was supposed
to be held by MF Global in segregation will be returned to
customers. With this offer, the entire $2.5 billion securely held
at CME Clearing will have been distributed.
While the final accounting of customer segregated assets and
claims will occur in the bankruptcy process, CME Group is
confident that recent reports of significantly larger customer
segregated shortfalls are incorrect. CME Group continues to work
with the Trustee and the CFTC to finalize this accounting.
Though CME Clearing does not guarantee FCM-held assets, the
increase in the amount of CME Group's previously announced
financial guarantee gives the Trustee even greater latitude to
make larger interim distributions of cash to customers now, given
the monumental task he faces to sort through considerable data and
claims in order to complete the MF Global liquidation and make
distributions to creditors. CME Group's previous $250 million
guarantee to the Trustee facilitated the Bankruptcy Court's
approval to distribute an additional $520 million to cash-only
account holders of MF Global announced last week, as well as the
60 percent distributions to all customers recently announced by
the Trustee. CME Trust also has pledged an additional $50 million
to CME Group market participants in the event there is a shortfall
at the conclusion of the Trustee's distribution process.
"From day one, we have worked hard to protect the interests of all
MF Global customers, and we continue to make very significant
progress," said CME Group Executive Chairman Terry Duffy. "In
four weeks, CME Group has been the only exchange and clearing
house to offer a financial guarantee to help return funds to all
customers. We transferred 15,000 accounts and $1.45 billion in
collateral through the bulk transfer process, we previously
offered a $250 million guarantee that facilitated approval of
additional distributions, and now we are increasing our guarantee
to $550 million to accelerate the return of substantial cash to MF
Global customers. We're pleased to be able to assist customers in
recovering up to 75 percent of their segregated assets at this
time, and we will continue to seek the recovery of additional
customer funds."
"The protection of our customers and the integrity of all futures
markets continue to be our two chief concerns, and today we are
taking aggressive action to further assist customers and restore
confidence to the marketplace," said CME Group Chief Executive
Officer Craig Donohue. "Our efforts over the last four weeks have
provided greatly needed relief to all futures industry customers
of MF Global, and are helping to return nearly $4 billion to
customers. While customer-segregated funds at CME Clearing were
protected at all times, this case illustrates that MF Global
failed to adequately protect customer funds. Moving forward, CME
Group will be a leading voice in developing industry-wide
solutions to enhance confidence in protections for FCM-held
customer collateral."
The total 75 percent distribution to customers will include any
funds already received in the bulk transfer process November 3 and
4, when 15,000 accounts were transferred with roughly $1.45
billion in collateral, and the distribution of $520 million in
cash-only account balances approved by the Court on November 17
and expected to be completed next week.
CME Group -- http://www.cmegroup.com/mfglobal/-- is using a
number of channels to communicate with customers as soon as
information is available and will continue to provide updates
throughout the process through its clearing members and on its
website for this matter.
About MF Global
New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives. MF Global provides access to more than 70 exchanges
around the world. The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York. MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.
MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities. It is easily the largest bankruptcy filing so far
this year.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.
Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MF GLOBAL: Congressional Panel Calls Corzine to Testify
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a congressional
panel has called former MF Global Holdings Ltd. Chief Executive
Jon Corzine to testify on the failure of the broker-dealer, the
House Financial Services Committee announced.
About MF Global
New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives. MF Global provides access to more than 70 exchanges
around the world. The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York. MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.
MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities. It is easily the largest bankruptcy filing so far
this year.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.
Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MI DEVELOPMENT: Moody's Raises Ratings to 'Baa3' From 'Ba1'
-----------------------------------------------------------
Moody's Investors Service upgraded MI Development Inc.'s senior
unsecured debenture ratings to Baa3, from Ba1. The rating outlook
is stable. This rating action concludes Moody's review.
This rating action reflects MI Development's (MID) resolution of
its strategic restructuring plan such that MID is now a pure play
real estate owner and operator with no ties to racing and gaming.
The company now owns, develops and manages industrial and
commercial real estate properties located in North America and
Europe. The stable outlook reflects Moody's expectation that MID
will maintain its solid operational performance as a triple net
lease company together with a prudently managed balance sheet.
These ratings were upgraded to Baa3 with a stable outlook:
MI Developments Inc. -- Senior unsecured debt to Baa3, from Ba1;
senior unsecured shelf to (P) Baa3 from (P) Ba1.
RATINGS RATIONALE
The Baa3 rating reflects consistent cash flows from long-term
triple-net leases, substantially all of them to MID's former
parent, Magna International, Inc. (Baa2 rated), from which MID was
spun off in 2003. The company recently eliminated its dual-class
share structure in a reorganization process that completely
removed all racing and gaming assets (and related liabilities)
from its balance sheet. In addition, in October 2011 the company
announced a strategic plan that includes the conversion to a
Canadian REIT and is expected to provide long-term costs savings
as well as greater transparency to all of MID's constituents.
MID's debt metrics are well-situated with good liquidity coverage
reflecting more than enough internal liquidity to cover its cash
needs over the next eighteen months. MID's main source of
liquidity is net cash flows from its real estate operations, which
are fairly stable given the triple-net lease structure. The
company also has a $50 million revolver (100% available at 3Q11)
that is mainly used for working capital purposes, which expires in
December 2011 and $69 million cash on balance sheet. Liquidity
needs will increase somewhat, with the recent announcement of a
planned increase in the dividend to $2.00/share on an annual
basis. The only major debt maturity the company has is
approximately CAD$265 million of senior unsecured debentures, due
2016. The majority of the company's assets are unencumbered, a
plus; however, alternative uses for these types of assets may be
limited. Fixed charge coverage is strong at 7.8x YTD. MID's
leverage (debt/gross assets of 14.5% at 3Q11 YTD) and net
debt/EBITDA (1.4x at 3Q11 YTD) are also very strong. The company
currently has no secured debt and is expected to maintain a mostly
unsecured capital strategy going forward. Although MID has some
unhedged FX exposure, its revenues are diversified, with
approximately 33% Canadian dollar, 24% US dollar and 42% Euro (1%
other currencies).
These credit strengths are counterbalanced by MID's acute
concentration with Magna and its reliance on the health of the
auto industry, which is a very cyclical business.
MID has a strong franchise in owning and operating 105 triple-net
industrial assets located in nine countries. MID has 27.6 million
square feet of leaseable area in the core real estate business,
which is concentrated in terms of property type -- a credit
challenge, with approximately 97% (based on square footage)
manufacturing plants and warehouses and 3% office buildings. These
properties are comprised predominantly of industrial plants
strategically located and used by Magna to provide automotive
parts and modules to the world's manufacturers of cars and light
trucks for their assembly plants throughout North America and
Europe. The portfolio also includes several office buildings,
including the head offices of Magna in Canada and Austria. On a
book value basis at September 30, 2011, the properties are
distributed in Canada (35%), Austria (28%), USA (18%), Germany
(11%), Mexico (6%) and other countries (2%). The total amount of
development and redevelopment has historically been low, and
Moody's anticipates it remaining minimal in the intermediate term.
Moody's stated that further rating improvement would be contingent
upon the current management team's ability to effectively run the
company's core real estate operations and the successful execution
of their strategic plan, as well as greater tenant diversification
with Magna providing less than its current 97% of revenues. The
rating would come under pressure should MID experience a
substantive weakening in its credit metrics likely resulting from
a significant deterioration in the automotive industry that forces
Magna International to close a substantial number of its
properties leased from MID. A rating downgrade could also be
triggered by significant changes in growth strategy or increased
levering by the new CEO/management team or any liquidity issues.
Moody's last rating action with respect to MI Developments was on
October 6, 2010 when Moody's placed MI Developments' ratings under
review direction uncertain.
The principal methodology used in this rating was the Global
Rating Methodology for REITs and Other Commercial Property Firms
published in July 2010.
MI Developments, Inc. (TSX/NYSE:MIM) is a Canadian-based real
estate company engaged primarily in the acquisition, development,
construction, leasing, management and ownership of a predominantly
industrial rental portfolio of properties in North America and
Europe. As of September 30, 2011, MID had total assets of US$1.3
billion and common equity of US$927 million.
MICHAELS STORES: Files Form 10-Q, Posts $32 Million Q3 Net Income
-----------------------------------------------------------------
Michaels Stores, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $32 million on $996 million of net sales for the quarter ended
Oct. 29, 2011, compared with a net loss of $12 million on
$968 million of net sales for the quarter ended Oct. 30, 2010.
The Company also reported net income of $79 million on $2.80
billion of net sales for the nine months ended Oct. 29, 2011,
compared with net income of $0 on $2.70 billion of net sales for
the nine months ended Oct. 30, 2010.
The Company's balance sheet at Oct. 29, 2011, showed $1.77 billion
in total assets, $4.35 billion in total liabilities and a $2.58
billion total stockholders' deficit.
About Michaels Stores
Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America. As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.
* * *
Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.
As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018. Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes. The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.
Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics. It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins. The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business. Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.
MIT HOLDING: Reports $2.4 Million Third Quarter Net Income
----------------------------------------------------------
MIT Holding, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $2.47 million on $1.51 million of sales and services rendered
for the three months ended Sept. 30, 2011, compared with net
income of $69,959 on $1.80 million of sales and services rendered
for the same period a year ago.
The Company also reported net income of $1.47 million on
$4.72 million of sales and services rendered for the nine months
ended Sept. 30, 2011, compared with net income of $124,240 on
$5.21 million of sales and services rendered fro the same period
during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$5.10 million in total assets, $3.69 million in total liabilities,
and $1.40 million in total stockholders' equity.
As reported by the TCR on April 27, 2011, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about MIT
Holding's ability to continue as a going concern. The independent
auditors noted that the Company negative working capital of
$1.2 million and a stockholders' deficiency of $2.2 million.
"From inception the Company has incurred an accumulated deficit of
$8.5 million."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/xTQtob
About MIT Holding
Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD)
-- http://www.mitholdinginc.com/-- distributes wholesale
pharmaceuticals, administers intravenous infusions, operates an
ambulatory center where therapies are administered and sells and
rents home medical equipment.
MOMENTIVE PERFORMANCE: Amends Form S-1 Registration Statement
-------------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission Amendment No.2 to Form S-1
registration statement covering resales by holders of the 9.0%
Second-Priority Springing Lien Notes due 2021 issued by Momentive
Performance Materials Inc. on Nov. 5, 2010.
The Notes mature on Jan. 15, 2021. Interest on the Notes is
payable in cash at a rate of 9.0% per annum, from the issue date
or from the most recent date to which interest has been paid or
provided for, payable semiannually to holders of record at the
close of business on January 1 or July 1 immediately preceding the
interest payment date on January 15 and July 15 of each year.
At any time prior to Jan. 15, 2016, Momentive may redeem, in whole
or in part, the Notes at a price equal to 100% of the principal
amount of the Notes redeemed plus accrued and unpaid interest and
additional interest, if any, to the redemption date and a "make-
whole" premium.
Following the Springing Lien Trigger Date, the collateral securing
the Notes will initially be substantially all of Momentive's and
the Note Guarantors' property and assets that secure the
obligations under Momentive's senior secured credit facilities at
such time, subject to certain exceptions as set forth in this
prospectus. Among other exceptions, certain assets owned by
Momentive's foreign subsidiaries that will not be collateral for
the Notes serve as collateral for the obligations of its foreign
subsidiaries under its senior secured credit facilities.
The Company has not applied, and does not intend to apply, for
listing of the Notes on any national securities exchange or
automated quotation system.
The selling security holder may sell the Notes covered by this
prospectus in one or more transactions, directly to purchasers or
through underwriters, brokers or dealers or agents, in public or
private transactions, at fixed prices, prevailing market prices at
the times of sale, prices related to the prevailing market prices,
varying prices determined at the times of sale or negotiated
prices.
Momentive will not receive any proceeds from the resale of the
Notes hereunder.
A full-text copy of the amended prospectus is available for free
at http://is.gd/fH3Sg1
About Momentive Performance
Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics. As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.
The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.
The Company also reported a net loss of $45 million on $2.04
billion of net sales for the fiscal nine-months period ended
Sept. 30, 2011, compared with net income of $26 million on $1.91
billion of net sales for the fiscal nine-month ended Sept. 26,
2010.
The Company's balance sheet at Sept. 30, 2011, showed $3.37
billion in total assets, $3.99 billion in total liabilities and a
$625 million total deficit.
* * *
Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service. It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.
As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'. In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'. The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.
At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'. These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.
MOMENTIVE PERFORMANCE: Moody's Affirms 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Momentive
Performance Materials Inc. (MPM) to stable from positive
reflecting the third quarter decline in sales volumes and
expectations that performance over the next year is likely to be
constrained by weaker volumes and margins. Moody's also affirmed
the company's other ratings (Corporate Family Rating at B3), and
adjusted the LGD assessments on the outstanding debt.
"The impact of softening demand and high raw material prices has
disrupted the trajectory of improving fundamentals, and will
result in an acceleration of cost reduction activities," stated
John Rogers, Senior Vice President at Moody's.
RATINGS RATIONALE
Moody's stable outlook reflects the favorable maturity schedule
(subsequent to the February 2011 credit agreement amendment) and
good liquidity position, as well as the expectation that there
will be some additional integration/cost reduction charges.
Moreover, Moody's expects that softening demand will pressure
performance such that EBITDA will remain below $90 million/quarter
for several quarters. However, if MPM can reverse this negative
trend in 2012, sustainably generate FCF/debt above 4% and RCF/Debt
above 8%, Moody's would consider the appropriateness of a higher
rating. As part of that process, Moody's would look for more
progress in addressing upcoming maturities through 2015 and its
ability to refinancing its HoldCo debt (at September 30, 2011,
this PIK debt had a value of $663 million and is accreting at 11%
per year). Conversely, if the company's financial performance does
not improve from third quarter 2011 levels in 2012 or cash and
revolver availability falls, or appears likely to fall,
significantly below $200 million for a sustained period, the B3
CFR would come under pressure.
The B3 Corporate Family Rating (CFR) continues to be constrained
by MPM's elevated leverage and weak credit metrics, which outweigh
its strong business profile and improved maturity schedule. As a
result of the softening demand and high raw materials prices, the
2011 operating performance will underperform that of 2010 and will
challenge credit metrics more than previously expected. Year end
2011 is anticipated to conclude with Net Debt/EBITDA over 8.0x and
Retained Cash Flow/Net Debt under 5%. The aforementioned ratios
reflect Moody's Global Standard Adjustments, which include the
capitalization of pensions and operating leases, as well as MPM's
HoldCo PIK debt ($682 million at year end 2011). Moody's also
noted that MPM's parent company Momentive Performance Materials
Holdings LLC has filed a registration statement with the SEC for
an initial public offering. If IPO proceeds were used to repay a
significant amount of debt (>$600 million) this could also
positively impact the company's credit rating.
MPM's good liquidity is supported by the company's cash balance of
$250 million and the expectation for positive free cash flow
generation over the next four quarters. Maturities of long term
debt will become a greater concern by the end of 2012; maturities
are $215 million in 2013, $300 million in 2014, and $840 million
in 2015.
Ratings affirmed:
Momentive Performance Materials Inc.
Corporate Family Rating at B3
Probability of Default Rating at B3
Speculative grade liquidity rating at SGL-2
Guaranteed senior secured term loan due 2013 at Ba3 (LGD2, 12%)
Guaranteed senior secured revolver due 2014 at Ba3 (LGD2, 12%)
Guaranteed senior secured term loan due 2015 at Ba3 (LGD2, 12%)
Guaranteed senior secured 2nd lien notes due 2014 to B2 (LGD3,
35%) from B2 (LGD3, 37%)
Guaranteed senior unsecured notes due 2021 to Caa1 (LGD4, 58%)
from Caa1 (LGD4, 60%)
Senior subordinated notes due 2016 to Caa2 (LGD5, 85%) from Caa2
(LGD5, 86%)
Please see ratings tab on the issuer/entity page on Moodys.com for
the last credit rating action and the rating history.
The principal methodology used in rating Momentive was the Global
Chemical Industry Methodology published December 2009.
Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for >90% of revenues) and quartz. Silicones, or
more accurately polymerized siloxanes or polysiloxanes, are mixed
inorganic-organic polymers that are used in a wide variety of
industrial and consumer applications including agriculture,
automotive, electronics, healthcare, paper , personal care,
textiles and sealants (the most recognizable application is for
bathroom, kitchen and window sealants around the home). Revenues
in for the LTM ending September 30, 2011 were $2.7 billion.
Momentive Performance Materials Inc. is an indirect wholly-owned
subsidiary of Momentive Performance Materials Holdings LLC (MPMH),
headquartered in Columbus Ohio. An affiliate of Apollo Management
is the majority owner of MPMH.
MONEYGRAM INT'L: Inks Underwriting Pact with Goldman, et al.
------------------------------------------------------------
MoneyGram International, Inc., announced that the underwritten
secondary public offering of an aggregate of 9,250,000 shares of
MoneyGram's common stock by affiliates and co-investors of Thomas
H. Lee Partners, L.P., and affiliates of Goldman, Sachs & Co., has
been priced at $16.25 per share. The selling stockholders have
also granted the underwriters a 30-day option to purchase up to an
additional 1,387,500 shares of common stock. MoneyGram will not
receive any proceeds from the proposed offering. The offering is
expected to close on Nov. 23, 2011, subject to the satisfaction of
applicable closing conditions.
A full-text copy of the Underwriting Agreement is available for
free at http://is.gd/ImSGZk
Morgan Stanley, Goldman, Sachs & Co., BofA Merrill Lynch, J.P.
Morgan and Wells Fargo Securities are acting as book running
managers for the offering. William Blair & Company, Morgan Keegan
and Piper Jaffray are acting as co-managers.
The offering will be made only by means of a prospectus, a full-
text copy of which is available for free at http://is.gd/Xw6uDf
About MoneyGram International
MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers. MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.
The Company's balance sheet at Sept. 30, 2011, showed $5 billion
in total assets, $5.10 billion in total liabilities and a $108.16
million total stockholders' deficit.
* * *
As reported by the TCR on Nov. 15, 2011, Fitch Ratings has
affirmed and simultaneously withdrawn the 'B+' Issuer Default
Rating (IDR) of MoneyGram International Inc. Fitch has withdrawn
the rating for business reasons. The ratings is no longer
relevant to the agency's coverage.
MONTANA ELECTRIC: Utilities Won't Cut Power Supply to Customers
---------------------------------------------------------------
KRTV.com reports that power for thousands of Southern Montana
Electric Generation & Transmission customers will not be
interrupted following an agreement in bankruptcy court on Monday
between the agencies that will continue to supply power to SME's
122,000 customers in 22 counties in Montana and Wyoming.
The report also says a trustee will now be appointed to evaluate
the company as it moves forward and reorganizes.
A final hearing is set for December 20.
About Southern Montana
Based in Billings, Montana, Southern Montana Electric Generation
And Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives. The city of Great Falls later joined
as the sixth member. Including the city, the co-op serves a
population of 122,000. In addition to Great Falls, the service
area includes suburbs of Billings, Montana.
Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million. Timothy Gregori signed the
petition as general manager.
Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.
Standard & Poor's Ratings Services in October lowered its issuer
credit rating on SME to 'CC' from 'BBB', and placed the rating on
CreditWatch with developing implications. These actions follow
the cooperative's Oct. 21 bankruptcy filing under Chapter 11 of
the U.S. Bankruptcy Code. According to SME, the filing was in
response to failure on the part of some of its members to honor
contractual obligations, including payment to the cooperative for
services.
MORTGAGEBROKERS.COM: Incurs $106,000 Net Loss in Third Quarter
--------------------------------------------------------------
MortgageBrokers.com Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $106,688 on $3.64 million of revenue for
the three months ended Sept. 30, 2011, compared with a net loss of
$28,368 on $3.69 million of revenue for the same period a year
ago.
The Company also reported a net loss of $440,982 on $10.66 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $175,833 on $11.29 million of revenue for the same
period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed $984,038 in
total assets, $2.47 million in total liabilities, and a
$1.49 million total stockholders' deficit.
As reported by the TCR on April 25, 2011, McGovern, Hurley,
Cunningham, LLP, in Toronto, Canada, noted that the Company's
operating losses, negative working capital, and total capital
deficiency raise substantial doubt about its ability to continue
as a going concern.
About MortgageBrokers.com Holdings
Based in Toronto, Canada, MortgageBrokers.com Holdings,
Inc., provides mortgage brokerage services in the Canadian
provincial markets of Newfoundland, Nova Scotia, New Brunswick,
Prince Edward Island, Ontario, Saskatchewan and Alberta.
MORGANS HOTEL: To Acquire The Light Group for $46.5 Million
------------------------------------------------------------
Morgans Hotel Group Co. entered into a definitive agreement to
purchase a 90% controlling interest in The Light Group, a leading
lifestyle food and beverage company currently operating numerous
venues for MGM Resorts International. This acquisition, while
being immediately accretive to the Company's earnings, also
provides Morgans with a first class food and beverage platform, a
creative and experienced management team, and renowned brand
names.
"We believe the acquisition of The Light Group will position us to
increase our food and beverage profits, drive average daily rate
growth at existing hotels and win and service new management
agreements," said Michael Gross, chief executive officer of
Morgans Hotel Group. "The Light Group brings a proven track
record of creating compelling food and beverage experiences that
attract audiences and drive revenue. This transaction fulfills
our strategic goal of having industry-leading F&B capabilities in-
house. Combined with the recent improvements in our balance sheet
and strong expansion pipeline, this is an important step in
establishing the fundamentals we need to execute our vision and
extend our position as a leader in global lifestyle hospitality
management."
Mr. Gross continued, "The Light Group's existing business brings
with it management agreements generating approximately $8 million
of annual EBITDA, making this transaction immediately accretive to
our EBITDA. Given The Light Group's strong relationship with MGM,
this transaction provides new opportunities to work with MGM on
strategic partnerships."
TLG is a leading hospitality management company with a ten-year
track record of delivering cutting-edge food and beverage
experiences at world class properties. TLG operates numerous
venues in Las Vegas pursuant to management agreements with MGM,
including nightclubs, such as The Bank Nightclub at Bellagio Hotel
and Casino and Haze at ARIA Resort and Casino at CityCenter,
restaurants, such as Yellowtail Japanese Restaurant & Lounge at
Bellagio Hotel and Casino and Diablos Mexican Cantina at Monte
Carlo Hotel, pool lounges and bars. Over the trailing 12 months
ended Sept. 30, 2011, TLG has generated approximately $7.7 million
in EBITDA, adjusted for non-recurring items.
TLG has already begun to execute a revitalization of the food,
beverage and nightlife operations at Delano South Beach, which the
Company expects will be substantially complete in January 2012.
With MHG having taken control of both the ownership and management
of the Delano food and beverage operations in 2011, the Company
expects to generate approximately $2 million of additional EBITDA
in 2012 from these changes, before operational improvements.
Morgans believes the acquisition will also allow it to recapture
third party management fees and revitalize food and beverage
operations at other existing and future properties and help grow
its portfolio with new management contracts.
Total consideration for the acquisition is approximately $46.5
million, of which $28.5 million will be paid in cash at the close
of the transaction. The remaining $18.0 million is subject to the
achievement of $18.0 million of EBITDA from TLG's existing
business over the 27 months subsequent to the transactions'
closing and is represented by a convertible note that bears
interest at 8%, matures four years from the date of closing and is
convertible into shares of the Company at $9.50 per share.
As part of the transaction, Andrew Sasson, the founder and
chairman of TLG, will join the Company's board of directors. Andy
Masi will remain as TLG's Chief Executive Officer. The
transaction is expected to close in the fourth quarter of 2011,
and is subject to customary closing conditions.
About Morgans Hotel Group
Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector. Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London. Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico. Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.
The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on
$225.05 million of total revenues during the prior year.
The Company also reported a net loss of $70.29 million on
$155.29 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $76.14 million on $171.31
million of total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$480.80 million in total assets, $557.97 million in total
liabilities and a $77.17 million total deficit.
MOUNTAIN NATIONAL: Incurs $3.2 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
Mountain National Bancshares, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $3.22 million on $5.13 million of total
interest income for the three months ended Sept. 30, 2011,
compared with net income of $350,893 on $6.02 million of total
interest income for the same period during the prior year.
The Company also reported a net loss of $28.45 million on
$15.68 million of total interest income for the nine months ended
Sept. 30, 2011, compared with net income of $822,293 on
$17.98 million of total interest income for the same period a year
ago.
The Company's balance sheet at Sept. 30, 2011, showed
$515.82 million in total assets, $506.97 million in total
liabilities, and $8.85 million total shareholders' equity.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/NiC9JB
About Mountain National
Mountain National is a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank
Holding Company Act of 1956, as amended. The Company provides a
full range of banking services through its banking subsidiary,
Mountain National Bank.
The Company conducts its banking activities from its main office
located in Sevierville, Tennessee and through eight additional
branch offices in Sevier County, Tennessee, as well as a regional
headquarters and two branch offices in Blount County, Tennessee.
The Company and its principal subsidiary, Mountain National Bank,
are subject to various regulatory capital requirements
administered by the federal banking agencies.
In February 2010, the Bank agreed to an Office of the Comptroller
of the Currency ("OCC") minimum capital requirement ("IMCR") to
maintain a minimum Tier 1 capital to average assets ratio of 9%
and a minimum total capital to risk-weighted assets ratio of 13%.
The Bank had 4.61% of Tier 1 capital to average assets and 7.69%
of total risk-based capital to risk-weighted assets ratio at
June 30, 2011, and was therefore not in compliance with the IMCR.
As a result, the OCC may bring additional enforcement actions,
including a consent order or a capital directive, against the
Bank.
Based upon its capital levels at June 30, 2011, the Bank's capital
shortfall was approximately $23,374,000 for the Tier 1 capital to
average assets requirement and approximately $20,342,000 for the
total capital to risk-weighted assets requirement.
NEONODE INC: Appoints M. Dahlin and L. Lindqvist to Board
---------------------------------------------------------
Neonode Inc. announced the appointments of Messrs. Mats Dahlin and
Lars Lindqvist to fill two vacancies on the Company's Board of
Directors until the 2014 annual shareholders meeting. Together
with Mr. John Reardon, Messrs. Dahlin and Lindqvist qualify as
independent members and will form a member majority of the Neonode
Company Board. Mr. Dahlin and Mr. Lindqvist have also been
appointed to the Company's Audit Committee of the Board.
Mr. Lars Lindqvist will also serve as the Company's Audit
Committee Financial Expert. Mr. Per Bystedt and Mr. Thomas
Eriksson, who currently serve on the Company's Audit Committee,
resigned from that committee, effective Nov. 17, 2011.
Mr. Mats Dahlin, age 57, with a degree in electrical engineering
and an MBA from Stockholm University, served as President of
Ericsson Enterprises AB from January 2004 through May 2005. From
October 1998 to December 2003, Mr. Dahlin held various positions
in Ericsson, including serving as Group Executive Vice President,
President of Ericsson Radio Systems AB, Head of Segment Network
Operators, Head of Ericsson's Mobile Systems Division, and Head of
Market Area EMEA. Since June 2005 Mr. Dahlin has pursued
independent investments, and has served as a board member and
advisor to the companies in which he invests.
Mr. Lars Lindqvist, age 54, with a degree of Master of Finance
from Uppsala University (Sweden) served as CFO for Mankato
Investments AG Group from June 2005 to March 2011. From August
2002 to May 2005, Mr. Lindqvist served as CFO for Microcell OY, a
Finnish ODM of mobile phones, and from May 1995 to July 2002 he
served as CFO of Ericsson Mobile Phones. Mr. Lindqvist currently
serves as CEO of ONE Media Holding AB.
Commenting on the new appointments, Per Bystedt, Executive
Chairman of the Company's Board, stated:
"We are delighted to expand our Board with two independent members
of Mats Dahlin's and Lars Lindqvist's caliber. We look forward to
working with Mats and Lars as we continue to execute our strategy
and further strengthen Neonode's position in the marketplace for
touch screen solutions. These additions to our Board mark another
milestone for our company and further our progress towards
achieving our goal of listing our shares on Nasdaq."
The Company has agreed to provide each of Mr. Dahlin and Mr.
Lindqvist with the following compensation for serving as members
of the Board, which compensation is identical to the compensation
paid to all of the Company's independent directors:
Cash Compensation
* Base annual retainer of $48,000, payable monthly in arrears.
* The members of the Board are eligible for reimbursement for
their expenses incurred in attending Board meetings in
accordance with Company policy.
Equity Compensation
* Annual grant of options to purchase 1,600 shares of common
stock of the Company. The exercise price of options granted is
100% of the fair market value of the common stock subject to
the option on the date of the option grant. Options granted
may not be exercised until the date upon which the optionee (or
the affiliate of the optionee) has provided one year of
continuous service as a non-employee director following the
date of grant of such option, at which point 100% of the option
becomes exercisable. The options will fully vest upon a change
of control, unless the acquiring company assumes the options or
substitutes similar options. The term of options granted is 10
years.
About Neonode Inc.
Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.
The Company's balance sheet at Sept. 30, 2011, showed $5.0 million
in total assets, $10.9 million in total liabilities, and a
stockholders' deficit of $5.9 million.
KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode's ability to continue as a going
concern, following the Company results for the fiscal year ended
Dec. 31, 2010. The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.
NEW BERN RIVERFRONT: Court to Rule on Jurisdiction Over Lawsuit
---------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard directed parties in a lawsuit to
file a statement with the Court within 30 days of entry of the
order, stating whether the claims in which it is involved are core
or non-core. Furthermore, to the extent that the claims are
determined to be non-core, a party must state whether or not it
consents to the exercise of the court's jurisdiction to enter
final orders, pursuant to 11 U.S.C. Sec. 157(c)(2).
Judge Leonard's Nov. 22, 2011 Order, available at
http://is.gd/HgHwcRfrom Leagle.com, held that Federal Rule of
Bankruptcy Procedure 7008(a) mandates that in an adversary
proceeding, "the complaint, counterclaim, cross-claim, or third-
party complaint shall contain a statement that the proceeding is
core or non-core and, if non-core, that the pleader does or does
not consent to entry of final orders or judgment by the bankruptcy
judge." Similarly, Federal Rule of Bankruptcy Procedure 7012(b)
requires that responsive pleadings in adversary proceedings "admit
or deny an allegation that the proceeding is core or non-core. If
the response is that the proceeding is non-core, it shall include
a statement that the party does or does not consent to the entry
of final orders or judgment by the bankruptcy judge."
After reviewing a majority of the pleadings in the adversary
proceeding, the court held that the parties have failed to make
the allegations required by these rules. In light of the Supreme
Court's recent decision in Stern v. Marshall, 564 U.S. ___, 131
S.Ct. 2594 (2011), the court is hesitant to find that the parties
have impliedly consented to its jurisdiction.
The lawsuit is, NEW BERN RIVERFRONT DEVELOPMENT, LLC, Plaintiff,
v. WEAVER COOKE CONSTRUCTION, LLC; TRAVELERS CASUALTY AND SURETY
COMPANY OF AMERICA; JDAVIS ARCHITECTS, PLLC; FLUHRER REED, PA; and
NATIONAL ERECTORS REBAR, INC. f/k/a NATIONAL REINFORCING SYSTEMS
INC., Defendants, and WEAVER COOKE CONSTRUCTION, LLC and TRAVELERS
CASUALTY AND SURETY COMPANY OF AMERICA, Defendants,
Counterclaimants and Crossclaimants, v. JDAVIS ARCHITECTS, PLLC;
FLUHRER REED PA; SKYSAIL OWNERS ASSOCIATION, INC.; WACHOVIA BANK,
NATIONAL ASSOCIATION and WELLS FARGO & COMPANY f/d/b/a WACHOVIA
CORPORATION, Crossclaim Defendants, and NATIONAL ERECTORS REBAR,
INC., Defendant, Counterclaimant, Crossclaimant, and Third-Party
Plaintiff, v. ROBERT ARMSTRONG, JR., ROBERT P. ARMSTRONG, JR.,
INC., SUMMIT DESIGN GROUP, INC., JMW CONCRETE CONTRACTORS, and
JOHNSON'S MODERN ELECTRIC COMPANY, INC., Third-Party Defendants,
and JDAVIS ARCHITECTS, PLLC, Third-Party Plaintiff, v. McKIM &
CREED, P.A., Third-Party Defendant, Adv. Proc. No. 10-00023
(Bankr. E.D.N.C.).
About New Bern Riverfront
Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business. New Bern Riverfront filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
09-10340) on Nov. 30, 2009. John A. Northen, Esq., at Northen
Blue, LLP, represents the Debtor. The Company disclosed
$31,515,040 in assets and $25,676,781 in liabilities as of the
Chapter 11 filing.
New Bern Riverfront has filed an Amended Plan of Reorganization
dated June 30, which represents a consensual plan negotiated with
the Debtor's secured creditor, Wells Fargo Bank, N.A. The Debtor
contemplates selling properties.
NEW ERA: Reorganization Case Converted to Chapter 7 Liquidation
---------------------------------------------------------------
The Hon. Karen Brown of the U.S. Bankruptcy Court for the Southern
District of Texas converted the Chapter 11 case of New Era
Hospitality, Inc., to one under Chapter 7 of the Bankruptcy Code.
As reported in the Troubled Company Reporter on Nov. 9, 2011,
Lowell Cage, the Chapter 11 trustee of the bankruptcy estate of
of the Debtor, asked the bankruptcy judge to convert the case.
Mr. Cage noted that the only property of the Debtor's estate was
real property located at 801 St. Joseph Parkway in Houston, Texas.
The secured creditor obtained relief from the automatic stay and
foreclosed on the property.
Since the Debtor owns no assets, Mr. Cage believed that there is
no possibility of a successful reorganization and there is no
business to reorganize. The Chapter 11 Trustee believed that its
duties can more effectively and efficiently be performed in the
context of a Chapter 7 case.
About New Era Hospitality Inc.
Houston, Texas-based New Era Hospitality Inc. filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 11-36492) on
July 30, 2011, to avoid foreclosure of its hotel property at 801
St. Joseph Parkway. Money woes stalled its hotel construction
plans. Judge Karen K. Brown presides over the case. Samuel L.
Milledge, Esq., Milledge Law Firm, P.C., represents the Debtor.
The Debtor disclosed $14,000,000 in assets, and $4,213,828 in
debts. On Oct. 5, 2011, Lowell Cage was appointed the Chapter 11
Trustee of the case.
NEW LEAF: Delays Form 10-Q for Third Quarter
--------------------------------------------
New Leaf Brands, Inc., informed the U.S. Securities and Exchange
Commission that it will be late in filing its Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2011. The Company said
it requires additional time to complete the review of the
financial statements in order to complete the 10-Q prior to
filing.
About New Leaf Brands
Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.
The Company reported a net loss of $9.13 million on $4.25 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $10.93 million on $3.45 million of net sales for the same
period during the prior year.
As reported by the TCR on June 2, 2011, Mayer Hoffman McCann P.C.,
in Phoenix, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern. The independent
auditors noted that the Company has suffered recurring losses from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt maturing in 2010.
Mayer Hoffman issued negative going concern qualifications
following the release of the 2009 and 2010 results.
NEXTMART INC: Bernstein & Pinchuk Resigns as Accountants
--------------------------------------------------------
NextMart Inc.'s independent registered public accounting firm,
Bernstein & Pinchuk LLP, entered into a joint venture agreement
with Marcum LLP and formed Marcum Bernstein & Pinchuk LLP in a
transaction pursuant to which B&P merged its China operations into
Marcum BP and certain of the professional staff of B&P joined
MarcumBP as employees of MarcumBP. Accordingly, effective
Nov. 14, 2011, B&P resigned as the Company's independent
registered public accounting firm and MarcumBP became the
Company's independent registered public accounting firm.
B&P's reports on the Company's consolidated financial statements
for the years ended Sept. 30, 2009, and 2010, did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles. Since B&P's engagement as the Company's independent
registered public accounting firm on May 18, 2006, through
Nov. 14, 2011, the date of B&P's resignation, there have been no
disagreements on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of B&P,
would have caused B&P to make reference to the subject matter of
the disagreements in its report as described in Item 304(a)(1)(iv)
under Regulation S-K. There have also been no reportable events
as provided in Item 304(a)(1)(v) under Regulation S-K since B&P's
engagement on May 18, 2006, through Nov. 14, 2011.
During the Company's two most recent fiscal years ended Sept. 30,
2009, and 2010, and through Nov. 14, 2011, neither the Company,
nor anyone on its behalf, consulted with MarcumBP with respect to
(i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit
opinion that might be rendered on the Company's consolidated
financial statements; or (iii) any matter that was either the
subject of a disagreement as described in Item 304(a)(1)(iv) under
Regulation S-K) or a reportable event as provided in Item
304(a)(1)(v) under Regulation S-K.
About NextMart Inc.
Beijing, PRC-based NextMart, Inc., was originally incorporated
under the laws of Minnesota in 1972 and was previously known as SE
Global Equity. In May 2007, the Company reincorporated into the
State of Delaware and changed its name to NextMart, Inc.
NextMart's planned business operations for 2011 will consist of 1)
the sale of marketing solutions through art events and art media
marketing channels, and 2) the design and marketing of art-themed
products lines for existing luxury and high-end goods and
services, and art themed real estate developments.
The Company's balance sheet at June 30, 2011, showed $1.39 million
in total assets, $3.16 million in total liabilities, and a
$1.77 million total stockholders' deficit.
As reported in the Troubled Company Reporter on Jan. 19, 2011,
Bernstein & Pinchuk LLP, in New York, expressed substantial doubt
about NextMart, Inc.'s ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010. The independent auditors noted that the Company
has incurred significant losses from operations for the two years
ended Sept. 30, 2010, and has a working capital deficiency.
Bankruptcy Warning
The Company said it cannot provide assurances that it will be
successful in its efforts to enhance its liquidity. If the
Company is unable to raise sufficient funds to meet its cash
requirements, it may be required to curtail, suspend, or
discontinue its current or proposed operations. The Company's
inability to raise additional funds may forced the Company to
restructure, file for bankruptcy, sell assets or cease operations,
any of which could adversely impact its business and business
strategy, and the value of its capital stock. Due to the current
price of the Company's common stock, any common stock based
financing will create significant dilution to the then existing
stockholders. In addition, in order to conserve capital and to
provide incentives for the Company's employees and service
providers, it is conceivable that the Company may issue stock for
services in the future which also may create significant dilution
to existing stockholders.
NORD RESOURCES: Incurs $1.7 Million Net Loss in Third Quarter
-------------------------------------------------------------
Nord Resources Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.73 million on $3.84 million of net sales for the
three months ended Sept. 30, 2011, compared with a net loss of
$3.93 million on $7.89 million of net sales for the same period
during the prior year.
The Company reported a net loss of $21.20 million on
$28.64 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $392,438 on $19.91 million of net
sales during the prior year.
The Company also reported a net loss of $7.08 million on
$11.98 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $10.08 million on $22.60 million
of net sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $57.81
million in total assets, $62.52 million in total liabilities and a
$4.70 million in total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/sbdYKK
About Nord Resources
Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.
Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payment in the approximate amount of $2,150,000 that was
due on March 31, 2010 under the Company's $25,000,000 secured
term-loan credit facility with Nedbank. Nedbank Capital has also
declined to extend the forbearance agreement regarding the
Company's failure to make the payment of $697,869 due on April 6,
2010 under the Copper Hedge Agreement between the parties. Both
forbearance agreements expired at midnight on May 13, 2010.
The Company is now in default of its obligations under the Credit
Agreement and the Copper Hedge Agreement with Nedbank.
On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.
As reported by the TCR on April 4, 2011, Mayer Hoffman McCann
P.C., in Phoenix, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern. The independent
auditors noted as of Dec. 31, 2010, and 2009, the Company reported
a deficit in net working capital of $39,929,666 and $7,652,818,
respectively. The Company's significant historical operating
losses, lack of liquidity, and inability to make the requisite
principal and interest payments due under the terms of the
Company's credit agreement with its senior lender raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
NORTHCORE TECHNOLOGIES: Awarded Vendor of Record Status
-------------------------------------------------------
Northcore Technologies Inc. has been selected as a Vendor of
Record for the Task Based Information and Information Technology
arrangement within the Ontario Provincial Government purchasing
framework.
This status streamlines the process through which the Ontario
Government may choose to engage Northcore for Information
Technology solutions and services. It will also allow Northcore
broader access to such opportunities within the Ontario public
service at large.
In the 2011 Provincial budget, the Ontario Government reaffirmed
its commitment to achieve cost savings through the effective
application of innovative technology and online delivery models.
This is expected to result in an increased demand for next
generation web based tools, technologies and skilled deployment
resources.
"The award of the Vendor of Record status is an important step
forward for Northcore in our quest to acquire additional
government business," said Amit Monga, CEO of Northcore
Technologies. "Today's public enterprises are facing a daunting
array of challenges and Northcore has an array of tools and
resources that present the opportunity for immediate impact."
About Northcore
Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment. Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.
Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE. Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.
The Company also reported a net loss and comprehensive loss of
C$3.27 million on C$573,000 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss and comprehensive loss of
C$2.35 million on C$406,000 of revenue for the same period a year
ago.
The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.
Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing. "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."
NUTRACEA: Posts $1.8 Million Net Loss in Third Quarter
------------------------------------------------------
NutraCea filed its quarterly report on Form 10-Q, reporting a net
loss of $1.8 million on $8.6 million of revenues for the three
months ended Sept. 30, 2011, compared with a net loss of
$3.1 million on $8.4 million of revenues for the same period last
year.
The Company reported a net loss of $5.9 million on $26.2 million
of revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $10.9 million on $23.1 million of revenues for
the same period of 2010.
The Company's balance sheet at Sept. 30, 2011, showed
$52.0 million in total assets, $23.6 million in total liabilities,
$11.3 million in redeemable noncontrolling interest in Nutra SA,
and stockholders' equity of $17.1 million.
As reported in the TCR on April 6, 2011, BDO USA, LLP, in Phoenix,
Arizona, expressed substantial doubt about NutraCea's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has suffered
recurring losses from operations resulting in an accumulated
deficit of $184.8 million. "Also, in November 2009, the Company
filed a voluntary petition for reorganization under Chapter 11 of
the United States Bankruptcy Code. Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."
A copy of the Form 10-Q is available for free at:
http://is.gd/S78Wew
Scottsdale, Arizona-based NutraCea (NTRZ.pk)
-- http://www.nutraceaonline.com/-- is a food ingredient and
health company focused on the procurement, processing and
refinement of rice bran and derivative products. The Company has
proprietary intellectual property that allows it to process and
convert rice bran, one of the world's most underutilized food
resources, into a highly nutritious ingredient, stabilized rice
bran (SRB) that has applications in various food products.
Nutracea filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 09-28817) on Nov. 10, 2009. NutraCea emerged from
Chapter 11 bankruptcy protection effective Nov. 30, 2010.
ONCOVISTA INNOVATIVE: Incurs $278,100 Net Loss in 3rd Quarter
-------------------------------------------------------------
OncoVista Innovative Therapies, Inc., reported a net loss of
$278,197 on $0 revenue for the three months ended Sept. 30, 2011,
compared with a net loss of $725,498 on $0 revenue for the same
period last year.
The Company reported a net loss of $1.6 million on $0 revenue for
the nine months ended Sept. 30, 2011, compared with a net loss of
$1.7 million on $0 revenue for the same period of 2010.
The Company's balance sheet at Sept. 30, 2011, showed $2.5 million
in total assets, $2.2 million in total liabilities, all current,
and stockholders' equity of $286,734.
The Company is in default on a certain loan and related accrued
interest aggregating $164,375 at Sept. 30, 2011. The Company is
currently in discussions with the debt holder to negotiate
repayment of the outstanding unsecured note.
A copy of the Form 10-Q is available for free at:
http://is.gd/aqiBfQ
San Antonio, Tex.-based OncoVista Innovative Therapies, Inc., is a
biopharmaceutical company developing targeted anticancer therapies
by utilizing tumor-associated biomarkers. The Company's
therapeutic strategy is based on targeting the patient's tumor(s)
with treatments that will deliver drugs selectively based upon
specific biochemical characteristics of the cancer cells
comprising the tumor.
OPTI CANADA: Receives Approvals for Acquisition by CNOOC Limited
------------------------------------------------------------------
OPTI Canada Inc. announced Thursday that that it has received all
of the required regulatory approvals for the acquisition of OPTI
by indirect wholly-owned subsidiaries of CNOOC Limited. The
acquisition remains conditional on the satisfaction of other
customary closing conditions. Subject to the satisfaction or
waiver of all conditions precedent, it is anticipated that the
acquisition will be completed before the end of November, 2011.
About OPTI Canada
OPTI Canada Inc. (TSXV: OPC) -- http://www.opticanada.com/-- is a
Calgary, Alberta-based company focused on developing major oil
sands projects in Canada. Its first project, the Long Lake
Project, has a design capacity for 72,000 barrels per day (bbl/d),
on a 100 percent basis, of SAGD (steam assisted gravity drainage)
oil production integrated with an upgrading facility. The
Upgrader uses the Company's proprietary OrCrude(TM) process,
combined with commercially available hydrocracking and
gasification. Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas. On a 100 percent basis, the Project is designed to
produce up to 58,500 bbl/d of products, primarily 39 degree API
Premium Sweet Crude (PSC(TM)). Due to its premium
characteristics, the Company expects PSC(TM) to sell at a price
similar to West Texas Intermediate (WTI) crude oil. The Long Lake
Project is a joint venture between OPTI and Nexen Inc. OPTI holds
a 35 percent working interest in the joint venture. Nexen is the
sole operator of the Project.
The Company's balance sheet at Sept. 30, 2011, showed
C$3.98 billion in total assets, $3.23 billion in total liabilities
and C$749.16 million in total equity.
On July 13, 2011, the Company announced that it had commenced a
creditor protection proceeding (the CCAA Proceeding) in the Court
under the CCAA. The transaction will be effected by way of a plan
of reorganization, compromise and arrangement (the Master Plan)
through concurrent proceedings under the Companies' Creditors
Arrangement Act (the CCAA) and the Canada Business Corporations
Act (the CBCA).
ORAGENICS INC: Board Approves LT Performance-Based Incentive Plan
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Oragenics,
Inc., as well as the Board of Directors approved a long-term
performance-based incentive plan to be administered under the
Company's Amended and Restated 2002 Stock Option and Incentive
Plan. The Company believed it was in the best interest of the
Company to: (i) develop a culture of achievement and performance;
(ii) align the incentive structure to the long term goals of the
Company; (iii) promote retention; (iv) promote achievement of
targeted results; (v) use equity proactively and as an appropriate
incentive; and (vi) employ variable compensation based upon
performance goals.
The 2012 Plan provides for the award of shares of common stock as
a bonus to designated executive officers and employees of the
Company. The shares will be issued to participants during the
term of the 2012 Plan, subject to the satisfaction of applicable
performance goals. Participants are eligible to receive a bonus
payable in shares of common stock if they continue to be employed
by the Company through the first to occur of either of the
following: (i) the Company's achievement, on or before Dec. 31,
2013, of the various or (ii) the effective date of a "Change in
Control" of the Company that occurs at any time following the date
of this Agreement and on or before the Termination Date.
A full-text copy of the Form 8-K is available for free at:
http://is.gd/b9hzAQ
About Oragenics Inc.
Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics. Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3. Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.
The Company's balance sheet at June 30, 2011, showed $1.3 million
in total assets, $6.3 million in total liabilities, and a
stockholders' deficit of $5.0 million.
As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy &
Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about
Oragenics' ability to continue as a going concern, following the
Company 2010 results. The independent auditors noted that the
Company has incurred recurring operating losses, negative
operating cash flows and has an accumulated deficit.
ORTHOFIX INT'L: Moody's Withdraws 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Orthofix
International N.V. and its subsidiary Orthofix Holdings Inc. (US),
including the B1 Corporate Family Rating and B2 Probability of
Default Rating.
RATINGS RATIONALE
Moody's Investors Service has withdrawn the credit ratings for its
own business reasons.
These ratings were withdrawn:
Orthofix Holdings Inc. (US):
$200 million senior secured revolver due 2015, rated B1 (LGD 3,
31%)
$100 million senior secured term loan due 2015, rated B1 (LGD 3,
31%)
Orthofix International N.V.
Corporate Family Rating of B1
Probability of Default Rating of B2
The outlook had been stable prior to the withdrawal of the
ratings.
Orthofix (NASDAQ:OFIX) is a provider of pre and post operative
products to address bone and joint health needs of patients.
Orthofix offers surgical and non-surgical products primarily for
the spine, orthopedics and sports medicine markets. The company
reported revenues of approximately $571 million for the twelve
months ended September 30, 2011.
The principal methodology used in rating Orthofix was Global
Medical Products & Device Industry published in October 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
PACIFIC RUBIALES: Moody's Upgrades Corp. Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service upgraded Pacific Rubiales Energy Corp.'s
(PRE) Corporate Family Rating to Ba2 from Ba3. The rating outlook
is stable. The upgrade reflects the company's progress in growing
production from its core heavy oil concessions in the
Rubiales/Piriri and Quifa fields and prospects for continued
strong cash margins and cash flows from its predominantly heavy
oil production base. In addition, PRE will realize modest de-
leveraging benefit from its pending subordinated debenture
conversion.
RATING RATIONALE
PRE's net production has continued to increase sequentially and
largely in line with expectations in 2011, rising about 55% year
over year to 89,100 net BOE per day in the third quarter of 2011.
Most of this increase has come from continued development success
at the Rubiales/Piriri and Quifa fields. Total proved reserves
have also increased about 15% since year-end 2010 to approximately
269 million BOEs as of the third quarter of 2011, based on the
company's updated third-party reserve reports. These increases and
the potential impact of the subordinated debt conversion are
contributing to stronger proforma leverage metrics, with adjusted
Debt/Daily Production and adjusted Debt/Proved Developed Reserves
in the area of $10,800/BOE and $6.50/BOE, respectively. (Moody's
leverage metrics include adjustments for operating leases and pro-
rata non-recourse project debt.)
Moody's expects that rising production and an outlook for
reasonably high crude oil prices will continue to support stronger
cash flow and leverage metrics for PRE going forward, as well as
internal funding of the bulk of its capital spending, despite
rising cost pressures and an expected increase in its finding and
development costs.
However, PRE's production and proved reserves continue to be
highly concentrated in the Rubiales and Quifa concessions and this
is likely to remain true over the next few years. Future outlook
or rating changes for PRE will depend on its success in further
diversifying reserves and production sources and lengthening its
short proved developed reserve life, particularly in light of the
expiration of its core Rubiales/Piriri concessions in 2016. In the
next few years that diversification will depend on further
successful exploration and development of the Quifa field
concession and on important prospects such as CPE-6 field in the
Llanos Basin.
Moody's will also be looking for greater clarity on the progress
of PRE's STAR in-situ enhanced recovery program on the reserves
and production in the Rubiales and Quifa fields, the possibility
of its more widespread adoption for heavy oil development, and
whether it could have an impact on potential contract extensions
of the Rubiales/Piriri concessions.
Moody's also notes the potential for further leveraging as PRE
undertakes project financing for critical infrastructure, notably
the current and later expansion phases for its 32.88% stake in the
Bicentenario Pipeline and $130 million for a transmission
connection project by its Petro El‚ctrica de los Llanos
subsidiary. These infrastructure projects will be key to PRE's
expanding heavy oil production and market access and a portion of
their debt will be factored into Moody's assessment of the
company's financial leverage..
The principal methodology used in rating Pacific Rubiales Energy
Corp Independent Exploration and Production (E&P) Industry
Methodology published in December 2008.
PATRIOT NATIONAL: Bank Appoints Mark Foley as EVP and CCO
---------------------------------------------------------
Patriot National Bank announced that Mark C. Foley will be joining
the Bank as an Executive Vice President in the newly created
position of Chief Credit Officer.
Mr. Foley's new role would focus on directing and managing the
Bank's credit policies and credit administration. He will also
contribute to the development of business strategies geared toward
attaining the profit objectives of the Bank's Annual Plan. Mark
will be a member of the Bank's Executive Management team and serve
on the Bank's Loan Committee
According to Christopher D. Maher, president and chief executive
officer, "Mark's wealth of financial industry knowledge,
exceptional analytical skills, and proven ability to manage credit
risk will help Patriot transition from the completion of our
operational restructuring towards increased profitability."
Mr. Foley was most recently the Chief Credit Officer at Herald
National Bank in New York. Prior to his Herald Bank assignments,
he was a Managing Director at Forensic Investigative Associates
where he specialized in compliance monitoring and due diligence.
For the ten years prior, Mr. Foley held a variety of senior
management roles at The Oyak Bank A.S. in Istanbul, Turkey. Mr.
Foley participated in forming The Oyak Bank as a spin off of the
BankBoston Istanbul Branch, following an 11 year career in
commercial credit with Bank Boston. He holds a BA in Economics
from Framingham State College and an MA in International Studies
from The Johns Hopkins University.
About Patriot National Bancorp
Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut. Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.
The Company reported a net loss of $15.40 million on
$35.61 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $23.88 million on
$42.97 million of total interest and dividend income during the
prior year.
The Company also reported a net loss of $15.90 million on
$21.44 million of total interest and dividend income for the nine
months ended Sept. 30, 2011, compared with a net loss of
$11.32 million on $27.56 million of total interest and dividend
income for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $628.42
million in total assets, $577.75 million in total liabilities and
$50.67 million in total shareholders' equity.
PCS EDVENTURES!.COM: Posts $295,800 Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
PCS Edventures!.com, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $295,802 on $754,383 of revenues for
the three months ended Sept. 30, 2011, compared with a net loss of
$761,123 on $475,444 of revenues for the three months ended
Sept. 30, 2010.
The Company reported a net loss of $900,582 on $1.3 million of
revenues for the six months ended Sept. 30, 2011, compared with a
net loss of $1.2 million on $960,685 of revenues for the six
months ended Sept. 30, 2010.
The Company's balance sheet at Sept. 30, 2011, showed $1.2 million
in total assets, $1.2 million in total liabilities, and a
stockholders' deficit of $8,781.
As reported in the TCR on July 5, 2011, M&K CPAS, PLLC, in
Houston, expressed substantial doubt about PCS Edventures!.com's
ability to continue as a going concern, following the Company's
results for the fiscal year ended March 31, 2011. The independent
auditors noted that the Company has suffered reoccurring losses
and negative cash flow from operations.
A copy of the Form 10-Q is available for free at:
http://is.gd/j76z5P
Boise, Idaho-based PCS Edventures!.com, Inc., is engaged in the
business of developing, marketing, and distributing educational
products and services for the PreK-16 market which includes
professional development, proprietary hardware and software,
curriculum, and comprehensive learning labs bundled with related
technologies and programs.
PEREGRINE I: Court Clears Vessel Sale to La Patagonia Offshore
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
approved the sale of Peregrine I LLC's offshore oil-drilling
vessel to La Patagonia Offshore Inc. for $5 million.
As reported in the Troubled Company Reporter on Sept. 22, 2011,
Dow Jones' DBR Small Cap said that the Peregrine I offshore oil-
drilling vessel is headed to the bankruptcy auction block, where
it will likely sell for less than the roughly $190 million it
owes, court papers said.
About Peregrine I
Headquartered in Cayman Islands, Peregrine I LLC, is an offshore
drilling company backed by a unit of General Electric Co.
Peregrine I, LLC, filed a Chapter 11 petition (Bankr. D. Del. Case
No. 11-11230) on April 25, 2011. Russell C. Silberglied, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, serves as
counsel. The Debtor estimated assets and debts of US$100 million
to US$500 million as of the Chapter 11 filing.
The Company said US$190 million of a US$259 million loan is
unpaid. The list of 20 largest unsecured creditors said that
WestLB AG, Banco Bilbao Vizcaya Argentaria, Dexia Credit Local,
DVB Bank, GE VFS Financing Holding, Inc., HSH Nordbank AG,
Santander Asset Finance PLC, and Sumitomo Mitsui Banking Corp.,
are owed money on account of the loan, although the percentage
held by each lender is not available at this time.
No official committee has been appointed in the Chapter 11 case.
PERRY ELLIS: Moody's Says 'B1' CFR Unaffected by Promotions
-----------------------------------------------------------
Moody's Investors Service stated that Perry Ellis International,
Inc.'s (Perry) announcement that promotions and fashion weaknesses
have caused the company to lower its full year guidance is
modestly credit negative but has no impact on its B1 corporate
family rating or stable outlook.
Perry Ellis International, Inc. (Perry) designs, distributes and
licenses apparel and accessories for men and women. The company,
through its wholly owned subsidiaries, owns or licenses a
portfolio of brands that includes Perry Ellis(R), Laundry by
Shelli Segal(R), C&C California(R), Original Penguin(R) by
Munsingwear(R), Cubavera(R) and Nike(R) Swim. Perry's annual
revenues for the twelve months ended October 29, 2011 were
approximately $960 million.
PHICOF LLC: Case Dismissed as Two-Party Dispute
-----------------------------------------------
Bankruptcy Judge John C. Akard dismissed the Chapter 11 case of
Phicof, LLC, at the behest of Comanchero Properties, Ltd.,
Keystone Estates, Ltd, and Herbert Williamson. Judge Akard said
the case is a two-party dispute between the Debtor's owner, Andrew
B. Phillips Sr. and Mr. Williamson. True, various entities are
mentioned, but each is owned or controlled by Mr. Phillips or Mr.
Williamson. These men give the impression of observing the
entities when it is to their advantage and ignoring the entities
when it is to their advantage. In this case, Mr. Phillips is
trying to use his wholly owned Debtor to his advantage. The
disputes between Mr. Phillips and Mr. Williamson are already
firmly entrenched (and have been going on for some time) in law
suits. Adding a bankruptcy case does not aid in the resolution of
those matters -- it only adds yet another obstacle in the "games"
between the parties. The court finds that the bankruptcy case was
simply a litigation tactic and of no benefit to creditors or other
third parties. Therefore "cause" exists for dismissing the case.
The Court also said there appears no basis for the appointment of
a Chapter 121 Examiner. The appointment of a Chapter 11 Trustee
or conversion of the case to a Chapter 7 would be of no benefit
because there is no ongoing business and no assets for a trustee
to administer.
"This is a sad case of a dispute between former business
associates. It is an emotional case, second only to the divorce
fights which are somehow continued in the Bankruptcy Court," Judge
Akard held.
The Debtor asserts that Comanchero Properties, Ltd. and Keystone
Estates, Ltd. are not proper parties to bring the Motion to
Dismiss because they are not creditors of the Debtor. The Debtor
points out that they did not timely file claims in the bankruptcy
case and thus asserts that they have no claim against the Debtor.
The Debtor also asserts that they have dropped their claims
against the Debtor in the state court suit.
The Debtor asserts that Mr. Williamson is an insider and thus not
able to bring the Motion to Dismiss. An insider with respect to a
partnership is defined in 11 U.S.C. Sec. 101(31)(C) and it has not
been shown that Mr. Williamson fits into any of the listed
categories. The Debtor also asserts that Mr. Williamson is not a
creditor. The basis for that argument is that he is not entitled
to the money shown as the restitution in the criminal judgment.
However, Judge Akard held that unless, and until, that judgment is
overturned, he is a creditor in this case. The fact that the
Debtor disputes his claim is not sufficient. The court finds that
Mr. Williamson is a party in interest to bring the Motion to
Dismiss.
On Nov. 2, 2011, the Debtor filed a plan of reorganization and a
disclosure statement. The plan is jointly proposed by the Debtor
and Mr. Phillips. Mr. Phillips agrees to subordinate any claims
he has against the Debtor, including claims for indemnification.
The disclosure statement reflects that the plan is based on three
things: (1) the potential sale of land owned by partnerships in
which the Debtor has a small interest, (2) Mr. Phillips'
"proprietary knowledge interest in properties previously developed
or pre-developed and foreclosed," and (3) a successful outcome in
the litigation against Mr. Williamson.
Judge Akard, however, held that the only prospect of
reorganization is the hope of a large judgment in a law suit and
the assumption that the judgment could be collected. The Debtor
is not the only claimant in those lawsuits, so there is no way to
establish what amount, if any, of any judgment would be awarded to
the Debtor. That hope is, at best, speculative, the judge said.
A copy of Judge Akard's Nov. 22, 2011 Memorandum of Opinion is
available at http://is.gd/UfJs7lfrom Leagle.com.
About Phicof
Based in Kerrville, Texas, Phicof LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-52527) on July 21, 2011,
listing $1 million to $10 million in assets and debts. The
meeting of creditors was held on Aug. 22, 2011. No committee of
creditors was formed. The petition was signed by Andrew B.
Phillips, Sr., manager.
Phicof sought to employ Shelby A. Jordan, Esq. --
sjordan@jhwclaw.com -- and the law firm of Jordan, Hyden Womble
Culbreth & Holzer PC as counsel. The application states that the
firm has represented Mr. Phillips and entities in which he is
involved since May 2011 in various state and federal suits "that
arose out of the same common nucleus of operative facts" and that
the firm continues such representation. The representation is on
a contingent fee based on the success of the matters in state and
federal court with limitations on Mr. Phillips' recovery in the
Chapter 11 proceedings.
Mr. Williamson filed a motion to disqualify the law firm. The
United States Trustee also objected to the application, asserting
that the firm does not meet the requirements of Sec. 327(a) of the
Bankruptcy Code, which require that the firm be disinterested and
not hold or represent an interest adverse to the estate. That
matter has not been heard, pending resolution of the Motion to
Dismiss.
The Debtor's Schedules and Statement of Financial Affairs reflect
that the Debtor owns no real property. Its personal property
consists of: 1% limited partnership interest in Keystone Estates
Ltd with an estimated value of $30,000; 1% general partnership
interest in Phoenix Summit, Ltd of unknown value; 0.002657%
general partnership interest in Heights of Kerrville, LP of
unknown value; A claim against Mr. Williamson which is presently
being litigated, valued at $5 million; a claim against Bank of the
Hills for preference in foreclosure of unknown value; a right to
indemnification from Keystone Estates of unknown value; and a
member receivable from Horace Cofer which is estimated at
$100,000.
PLATINUM STUDIOS: Incurs $6.3 Million Third Quarter Net Loss
------------------------------------------------------------
Platinum Studios, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $6.29 million on $4.94 million of net revenue for the
three months ended Sept. 30, 2011, compared with a net loss of
$128,887 on $150,645 of net revenue for the same period a year
ago.
The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.
The Company also reported a net loss of $13.83 million on
$10.47 million of net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $1.70 million on $2.24 million
of net revenue for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$1.75 million in total assets, $29.70 million in total
liabilities, all current, and a $27.94 million total shareholders'
deficit.
The Company is also delinquent in payment of $116,308 for payroll
taxes as of Sept. 30, 2011, and in default of certain of its short
term notes payable including it $4,916,665 note payable to
Standard Chartered Bank. These matters raise substantial doubt
about the Company's ability to continue as a going concern.
As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results. The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/pi0QMw
About Platinum Studios
Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.
PMI GROUP: Commences Voluntary Chapter 11 Proceeding
----------------------------------------------------
As a result of the previously-announced seizure by the Director of
the Arizona Department of Insurance of its primary regulated
subsidiaries on October 20, 2011, The PMI Group, Inc. has filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware. The Company intends to use the
protections of the Bankruptcy Code to assess its strategic and
other options for preserving stakeholder value in light of the
actions taken by the ADI Director.
None of the Company's subsidiaries commenced chapter 11
proceedings. The Company will continue to operate in the ordinary
course of business as "debtor-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and the orders of the
Bankruptcy Court.
At the time of the actions by the ADI Director, the Company was in
the middle of a process to explore strategic alternatives to
maximize the value of the Company to its stakeholders. This
process included discussions with the Arizona Department of
Insurance and policyholders with respect to the stabilization and
orderly run-off of PMI Mortgage Insurance Co. in a manner designed
to maximize claims-paying resources and protect policyholder
interests.
As part of the process to explore strategic alternatives, the
Company was seeking to raise additional capital from new investors
in a transaction to enable PMI Mortgage Assurance Company, a
wholly-owned subsidiary of MIC, to serve as a platform to write
new mortgage insurance nationwide. To that end, the Company and
its advisors had been in discussions with potential investors in
PMAC and with Fannie Mae and Freddie Mac, and the Federal Housing
Finance Agency, as conservator of the GSEs, with respect to the
designation of PMAC as an eligible mortgage issuer by the GSEs.
The Company believed that the PMAC Transaction offered the
prospect of significantly enhancing the value of the Company and
was potentially substantially more favorable to the Company's
stakeholders than the liquidation of the Company's assets. In
addition, MIC believed that the PMAC Transaction had the potential
of providing significant benefits to its policyholders over time
because it believed that MIC's interest in PMAC could attain
substantial value and serve as an important additional resource
for the payment of claims.
Without notice to the Company, on October 20, 2011, the ADI
Director assumed exclusive power of management and control over
the Company's two principal regulated insurance subsidiaries, MIC
and PMI Insurance Co., pursuant to an Interim Order Directing Full
and Exclusive Control of Insurer entered in the Superior Court of
the State of Arizona in and for the County of Maricopa. The
Interim Order was obtained in an ex parte proceeding in respect of
which the Company had no opportunity to be heard. The Company
believes that the ADI Director's actions in seeking the Interim
Order were inconsistent with recent informal assurances that the
Company had obtained from the Arizona Department of Insurance that
no such action was likely in the near term and that the Company
had until the end of 2011 to advance the PMAC transaction.
The Company filed a motion to vacate the Interim Order on
October 28, 2011, which was denied by the Superior Court of the
State of Arizona on November 22, 2011.
The ADI Director also is seeking the appointment of a receiver in
respect of the Regulated Insurance Entities, and a hearing has
been set for January 10, 2012. Also, on October 20, 2011, the ADI
Director entered an order placing the Company's principal
regulated reinsurance subsidiaries, PMI Reinsurance Co., PMI
Mortgage Guaranty Co., and Residential Insurance Co., under
supervision, and those reinsurance subsidiaries filed an appeal
with respect to that order with the Arizona Department of
Insurance on November 18, 2011.
The Company has concluded that the Interim Order and the prospect
of the appointment of a receiver in respect of MIC make it
impractical for the Company to pursue the PMAC Transaction at this
time without bankruptcy protection. As a consequence, the
Company's Board of Directors has concluded that filing for chapter
11 protection is in the best interest of the Company's
stakeholders and is the most effective means of preserving the
Company's remaining assets for the benefit of its stakeholders.
In connection with the bankruptcy filing, the Company's $685
million of senior unsecured notes and approximately $51.5 million
of junior subordinated unsecured notes have become due and
payable. The noteholders' ability to seek remedies and enforce
their respective rights under the indentures applicable to the
notes has been stayed as a result of the bankruptcy filing. The
noteholders' rights of enforcement are subject to the applicable
provisions of the Bankruptcy Code.
PMI GROUP: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: The PMI Group, Inc.
3003 Oak Road
Walnut Creek, CA 94597
Bankruptcy Case No.: 11-13730
Type of Business: The PMI Group, Inc., through its subsidiary,
PMI Mortgage Insurance Co. and its affiliated
companies, provides residential mortgage
insurance in the United States.
Web site: http://www.pmi-us.com/
Chapter 11 Petition Date: Nov. 23, 2011
Court: U.S. Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Brendan Linehan Shannon
Debtor's
Counsel: James L. Patton, Esq.
Pauline K. Morgan, Esq.
Kara Hammond Coyle, Esq.
Joseph M. Barry, Esq.
YOUNG CONAWAY STARGATT & TAYLOR LLP
1000 West St., 17th Floor
Brandywine Building
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: jpatton@ycst.com
pmorgan@ycst.com
kcoyle@ycst.com
jbarry@ycst.com
Debtor's
Special
Counsel: SULLIVAN & CROMWELL, LLP
Debtor's
Special
Counsel: OSBORN & MALEDON, P.A.
Debtor's
Claims and
Noticing
Agent: KURTZMAN CARSON CONSULTANTS LLC
Total Assets: $225,000,000
Total Debts: $736,000,000
The petition was signed by L. Stephen Smith, chairman, chief
executive officer, president and chief operating officer.
Debtor's List of its 4 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
The Bank of New York Mellon Bond Debt $285,000,000
Trust Company, N.A.
Global Corporate Trust
Corporate Unit
700 South Flower Street
Suite 500
Los Angeles, CA 90017
The Bank of New York Mellon Bond Debt $250,000,000
Trust Company, N.A.
Global Corporate Trust
Corporate Unit
700 South Flower Street
Suite 500
Los Angeles, CA 90017
The Bank of New York Mellon Bond Debt $150,000,000
Trust Company, N.A.
Global Corporate Trust
Corporate Unit
700 South Flower Street
Suite 500
Los Angeles, CA 90017
The Bank of New York Mellon Bond Debt $51,593,000
Trust Company, N.A.
Global Corporate Trust
Corporate Unit
700 South Flower Street
Suite 500
Los Angeles, CA 90017
POST 240: Bankruptcy Judge Thomas E. Carlson Added to Ch. 11 Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
added Judge Thomas E. Carlson to the Chapter 11 case of Post 240
Partners, LP. The Court stated that the involvement of Judge
Dennis Montali is terminated.
San Francisco, Calif.-based Post 240 Partners, LP, aka Festival
Retail Fund 1 228 Post Street, LP, filed for Chapter 11 bankruptcy
(Bank. N.D. Calif. Case No. 11-33788) on Oct. 19, 2011. The
Debtor estimated both assets and debts of $50 million to $100
million. An affiliate, Post Street LLC, filed for bankruptcy in
June.
Mark Schurgin signed the petition as president of general partner
FRF1 228 Post Street, LLC.
Harden Alexander Fisch, Esq., at Stutman, Treister and Glatt, in
Los Angeles, California, serves at the Debtor's counsel.
PREMIER TRAILER: Can Hire Pachulski Stang as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Premier Trailer Leasing Inc., now
known as PTL Holdings LLC, et al., to employ Pachulski Stang Ziehl
Jones LLP as counsel.
As reported in the Troubled Company Reporter on Sept. 2, 2011,
upon retention, the firm, will among other things:
a) provide legal advice with respect to the Debtors' powers and
duties as debtors in possession in the continued operation
of their businesses and management of their property;
b) prepare on behalf of the Debtors any necessary
applications, motions, answers, orders, reports, and other
legal papers; and
C. appear in Court on behalf of the Debtors.
The firm's rates are:
Personnel Rates
--------- -----
Laura Davis Jones $895.00
Henry C. Kevane $795.00
David M. Bertenthal $775.00
James E. O'Neill $650.00
Joshua M. Fried $650.00
Curtis A. Helm $575.00
Timothy P. Cairns $495.00
Monica A. Molitor $255.00
Margaret L. Oberhoizer $245.00
To the best of the Debtors' knowledge, except as otherwise
disclosed in the Jones Affidavit submitted concurrently herewith,
PSZ&J has not represented the Debtors, their creditors, equity
security holders, or any other parties in interest, or their
respective attorneys, in any matter relating to the Debtors or
their estates. Further, to the best of the Debtors' knowledge,
PSZ&J does not hold or represent any interest adverse to the
Debtors' estates, PSZ&J is a "disinterested person" as that phrase
is defined in section 101(14) of the Bankruptcy Code, and PSZ&J's
employment is necessary and in the best interests of the Debtors
and their estates.
About Premier Trailer Leasing
Founded in 2005, PTL Holdings LLC and Premier Trailer Leasing,
Inc., provide semi-trailer rentals, specializing in road-ready
semi-vans and flatbeds for the mid-market segment of the
transportation industry. Headquartered in Grapevine, Texas, they
operate their business out of 19 branches in 15 different states
in the United States.
PTL Holdings and Premier sought bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12676) on Aug. 23, 2011. Brendan Linehan
Shannon presides over the case. Pachulski Stang Ziehl & Jones LLP
serves as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent. PTL
Holdings estimated $100 million to $500 million in assets and
debts. The petitions were signed by Scott J. Nelson, chief
executive officer.
Garrison Loan Agency Services LLC, the administrative agent under
the First Lien Credit Agreement, is represented by Proskauer Rose
LLP. Second lien lender Fifth Street Mezzanine Partners III,
L.P., is represented by Young Conaway Stargatt & Taylor LLP and
Kramer Levin Naftalis & Frankel LLP.
On the Petition Date, the Debtors filed a Prepackaged Plan. The
primary purpose of the Plan is to effectuate the restructuring and
substantial de-leveraging of the Debtors' capital structure in
order to bring it into alignment with the Debtors' present and
future operating prospects and to provide the Debtors with greater
liquidity. The Plan gives the First Lien Lenders, owed $84
million, 100% of the equity of reorganized Premier in exchange for
the discharge of obligations owed under the First Lien Credit
Agreement. Holders of Second Lien Credit Agreement Claims, worth
$27,100,000, and holders of general unsecured claims, worth
$550,000, will get nothing.
A statutory committee of unsecured creditors has not been
appointed in the Debtors' cases.
PRIME ENVIRONMENTAL: Meeting to Form Creditors' Panel on Nov. 30
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold can organizational meeting on Nov. 30, 2011, at 1:00 p.m. in
the bankruptcy case of Prime Environmental Services, Inc. dba
Prime Contractors, Inc. The meeting will be held at:
United States Trustee's Office
One Newark Center
1085 Raymond Blvd.
21st Floor, Room 2106
Newark, NJ 07102
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
About Prime Environmental
Prime Environmental Services Inc. -- http://www.primeenv.com/ --
offers hazardous waste collection and disposal services to
commercial and industrial clients. The company's services include
recycling and disposal, site remediation, emergency response, and
industrial cleaning. Prime Environmental Services is based in El
Monte, California and has additional offices in Seattle,
Washington and Pleasanton, California.
Prime Environmental Services, Inc. dba Prime Contractors, Inc.
filed a Chapter 11 petition (Bankr. D. N.J. Case No. 11-41956) on
Nov. 2, 2011 in Newark, New Jersey. Sam Della Fera, Esq. at Trenk,
Dipasquale, Webster, et al., serves as counsel to the Debtor. The
Debtor estimated up to $500,001 in assets and up to $1,000,001 to
$10,000,000 in liabilities.
QUALITY HEALTH: 2nd. Circ. Enters Liquidation Order
---------------------------------------------------
Quality Health Plans, Inc., on Nov. 16, 2011, was ordered into
receivership for purposes of rehabilitation by the Second Judicial
Circuit Court in Leon County, Florida. The Florida Department of
Financial Services is the court appointed Receiver of Quality.
Without further court action, Quality has been ordered liquidated
effective Dec. 1, 2011.
Quality members' health care coverage continues uninterrupted
during the period of rehabilitation. However, Quality's health
care contracts will terminate upon the effective date of
liquidation on December 1, 2011 and Quality will no longer provide
health care coverage to the Quality members.
As of Dec. 1, 2011, former Quality members will receive continued
health care coverage as arranged by the Centers for Medicare and
Medicaid Services ("CMS"). The Receiver and CMS are closely
coordinating on these matters now and will have additional details
available soon on the Receiver's Web site at
http://www.myfloridacfo.com/receiver
The Receiver will also send a notice to the Quality members to
notify them of the liquidation and receivership process. Quality
members are urged to carefully read any letters they receive from
the Receiver and/or CMS as they will include very important
information about the member's health care coverage from Dec. 1,
2011.
Headquartered in Tampa, Florida, Quality Health Plans, Inc., --
http://www.qualityhealthplans.com/-- is a provider-sponsored
health maintenance organization. Quality is a Medicare only HMO
of approximately 10,000 Medicare subscribers. The company
obtained its Florida license in 2002 and began operations in
January 2003. Quality was previously ordered into a limited form
of receivership on Oct. 17, 2011.
QUALTEQ INC: 1400 Centre Gets Final OK to Use of Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Qualteq, Inc., et al., to use cash collateral
which Inland Bank and Trust asserts an interest.
Inland Bank consented to 1400 Centre Circle and Anar Real Estate's
use of the cash collateral exclusively for disbursements to the
extent and in amount set forth in the budget.
The Court ordered that 1400 Centre will not use the cash
collateral to make any intercompany loans or transfers outside the
ordinary course of business without the prior consent of the
Inland Bank and the Official Committee of Unsecured Creditors.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Inland Bank replacement liens
on all assets of 1400 Centre, superiority administrative expense
claim status, subject to certain carve our expenses.
The Debtors will also continue to make timely, regular loan
payments of principal and interest during the Debtors' Chapter 11
case.
A full-text copy of the order and the budget is available for free
at http://bankrupt.com/misc/QUALTEQINC_cashcoll_inlandbank_b.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee. QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.
QUALTEQ INC: 5300 Katrine Can Use Burr Ridge's Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Qualteq, Inc., et al., to use the cash
collateral which Burr Ridge Bank asserts an interest.
Burr Ridge asserts a first priority mortgage lien and secured
interest on the property owned by 5300 Katrine, LLC, one of the
Real Property Debtors, located at 5300 Katrine Ave., Downers
Grove, Ilinois, and a valid first priority lien on the rents and
other proceeds generated from the property.
Burr Bank consented to 5300 Katrine's cash collateral use to
operate their business postpetition.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the Burr Ridge replacement lien
on 5300 Katrine assets and superpriority administrative expense
claim status, subject to certain carve out expenses.
As additional protection for Burr Ridge's interest in the property
and the collateral, the Katrine Entities will add Burr Ridge as a
loss payee on the property insurance policy covering the property.
The Court also ordered that 5300 Katrine will not borrow funds
from any Debtor or any other party on a basis that would place any
such new lender in either priority position above or pari passu
with Burr Ridge.
A full-text copy of the order and budget is available for free at:
http://bankrupt.com/misc/QUALTEQINC_cashcoll_burrridgebank.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee. QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.
QUALTEQ INC: Global Card Can Use Burr Ridge's Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Qualteq, Inc., et al., to use cash collateral
which Burr Ridge Bank asserts an interest.
Burr Ridge consented to Global Card Services' use of the cash
collateral exclusively for disbursements to the extent and in
amount set forth in the budget.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Burr Ridge replacement liens on
all assets of Global Card, superiority administrative expense
claim status, subject to certain carve our expenses.
As additional protection, Global Card will add Burr Ridge as a
loss payee to its existing business interruption policy.
Global Card will segregate and will not commingle funds with the
funds of the other Debtor or any other party. other than to the
extent needed to make intercompany loans to another Debtor and to
the extent authorized by the Court authorizing the Debtors to
continue to use existing cash management system.
A full-text copy of the order and the budget is available for free
at:
http://bankrupt.com/misc/QUALTEQINC_cashcoll_burrridgebank_b.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee. QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.
QUALTEQ INC: Gets Final Approval to Use Oakbrook Financial Cash
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Qualteq, Inc., et al., to use cash collateral
which Oakbrook Financial asserts an interest.
Oakbrook Financial consented to Unique Data Services, Inc. and
University Subscription Services, Inc.'s use of cash collateral to
fund their operations postpetition, provided that the Debtors will
not use the cash collateral to make any intercompany loans or
transfers outside the ordinary course of business without the
prior consent of Oakbrook Financial and the Official Committee of
Unsecured Creditors.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Oakbrook Financial replacement
liens on all assets of the Debtors and superpriority
administrative expense claim status, subject to certain carve out
expenses.
A full-text copy of the order and budget is available for free at:
http://bankrupt.com/misc/QUALTEQINC_cashcoll_oakbrookfinancial.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee. QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.
QUALTEQ INC: Unique Mailing OK'd to Use Inland's Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Qualteq, Inc., et al., to use cash collateral
which Inland Bank and Trust asserts an interest.
Inland Bank consented to Unique Mailing's use of cash collateral
exclusively for disbursements to the extent and in amount set fort
in the budget. Unique Mailing may use the cash collateral in an
amount equal to up to 15% more than a particular corresponding
category in the budget.
Unique Mailing will not use the cash collateral to make any
intercompany loans or transfers outside the ordinary course of
business without the prior consent of the Inland Bank and the
Official Committee of Unsecured Creditors.
Unique Mailing will pay all attorneys' fees and expenses incurred
by counsel to Inland Bank in accordance with the applicable loan
documents.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Inland Bank replacement liens
on all assets of Unique Mailing, superiority administrative
expense claim status, subject to certain carve our expenses.
Unique Mailing will also continue to make timely, regular loan
payments of principal and interest during Unique Mailing's Chapter
11 case.
A full-text copy of the order and the budget is available for free
at http://bankrupt.com/misc/QUALTEQINC_cashcoll_inlandbank.pdf
About QualTeq Inc.
South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States. The company manufactures magnetic, contact, and
dual interface smart cards.
Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors. K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors. Lowenstein
Sandler PC is counsel to the Committee. QualTeq
estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.
QUAMTEL INC: Incurs $2.6 Million Net Loss in Third Quarter
----------------------------------------------------------
Quamtel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.65 million on $502,576 of revenue for the three months ended
Sept. 30, 2011, compared with a net loss of $3.25 million on
$484,405 of revenue for the same period during the prior year.
The Company ended 2010 with a net loss of $10 million and 2009
with a net loss of $1.9 million.
The Company also reported a net loss of $4.66 million on
$1.45 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $5.22 million on $1.66 million of
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$1.71 million in total assets, $2.95 million in total liabilities,
all current, and a $1.23 million total shareholders' deficiency.
RBSM LLP, in New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern, following the Company's
2010 results. The independent auditors noted that the Company has
incurred significant operating losses in the current year and also
in the past.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/QHaBPq
About Quamtel
Based in Dallas, Quamtel, Inc., provides prepaid and postpaid
enhanced telecommunications services with an emphasis on
transporting calls that originate from the United States and
Canada and terminate in other specific regions of the world.
QUANTUM FUEL: Earns $450,000 from Sale of 10% Convertible Notes
---------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., on Nov. 15,
2011, entered into Subscription Agreements with certain
"accredited investors", as that term is defined in Rule 501(a) of
Regulation D under the United States Securities Act of 1933, as
amended, for the purchase and sale of 10% convertible promissory
notes and warrants. The Company received gross proceeds of
$450,000 from the offering, which will be used for general working
capital purposes and repayment of debt. The Investors received
warrants to purchase up to 191,487 shares of the Company's common
stock.
The holders of the Convertible Notes have the right at any time to
convert all or part of the outstanding principal amount due under
the Convertible Notes into shares of the Company's common stock at
a conversion price of $2.7832 per share, subject to customary
anti-dilution adjustments for stock splits, stock dividends and
similar corporate events. The Convertible Notes mature one year
from the date of issuance. Interest is payable in cash on a
quarterly basis. The Convertible Notes are subordinate in all
respects to the Company's obligations to its senior secured
lender. The Company has the right to prepay all or part of the
Convertible Notes at any time upon 30 days prior written notice.
The exercise price for the Investor Warrants is $2.64 per share.
The Investor Warrants are not exercisable for six months and
permit cashless exercise unless the resale of the shares
underlying the Investor Warrants has been registered under the
Securities Act, in which case, they must be exercised for cash.
The Company paid its placement agent, Advanced Equities, Inc., a
cash fee of $45,000 for its services as placement agent in
connection with the offering.
About Quantum Fuel
Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.
Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011. The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011. Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011. The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.
The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.
The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.
Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
Possible Bankruptcy
The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature. As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made. If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations. Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets. Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.
RCR PLUMBING: Court OKs KCC as Claims & Noticing Agent
------------------------------------------------------
RCR Plumbing and Mechanical Inc. sought and obtained permission
from the U.S. Bankruptcy Court for the Central District of
California to employ Kurtzman Carson Consultants LLC in that
capacity and to provide consulting services, including plan
solicitation, balloting, and creation and maintenance of a public
case-specific Web site.
The Debtor said KCC will not serve as claims agent at this time.
The Debtor said the number of potential creditors may reach 7,000
parties.
The Debtor proposes to pay KCC a $5,000 retainer.
KCC attests that it is a "disinterested person" as that term is
used in 11 U.S.C. Sec. 327 and defined in 11 U.S.C. Sec. 101(14),
and does not hold or represent an interest adverse to the Debtor's
estate.
About RCR Plumbing
Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast. In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc. On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio. Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.
RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011. RCR Plumbing blamed a weak
construction market and increased insurance costs. Judge Wayne E.
Johnson oversees the case. Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel.
BSW & Associates is the Debtor's financial advisor. In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts. The petition was signed by Robert C. Richey,
president/CEO.
RCR PLUMBING: Court OKs BSW & Associates as Financial Advisor
-------------------------------------------------------------
RCR Plumbing and Mechanical Inc. sought and obtained permission
from the U.S. Bankruptcy Court for the Central District of
California to employ BSW & Associates as financial advisor.
The court authorized the Debtor to employ BSW & Associates as its
financial advisor effective Oct. 12, 2011, with compensation to be
determined and paid as an expense of the estate in such amount as
the Court may hereafter allow.
The modified fee application procedures set forth in the
Application are not approved.
The Court does not approve use of the Knudsen procedures in this
case. BSWA shall not be paid until after fee applications are
filed and approved by the Court.
BSWA shall hold all funds in all retainers pending further order
of the Court.
About RCR Plumbing
Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast. In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc. On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio. Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.
RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011. RCR Plumbing blamed a weak
construction market and increased insurance costs. Judge Wayne E.
Johnson oversees the case. Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. -- esmiley@wgllp.com and kandrassy@wgllp.com -- at
Weiland, Golden, Smiley et al., serve as the Debtor's counsel. In
its petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts. The petition was signed by Robert C. Richey,
president/CEO.
RCR PLUMBING: Court OKs Weiland, Golden, Smiley as Counsel
----------------------------------------------------------
RCR Plumbing and Mechanical Inc. sought and obtained permission
from the U.S. Bankruptcy Court for the Central District of
California to employ Weiland, Golden, Smiley, Wang Ekvall & Strok,
LLP as counsel.
The court authorized the Debtor to employ BSW & Associates as its
financial advisor effective Oct. 12, 2011, with compensation to be
determined and paid as an expense of the estate in such amount as
the Court may hereafter allow.
The modified fee application procedures set forth in the
Application are not approved.
The Court does not approve use of the Knudsen procedures in this
case. The firm shall not be paid until after fee applications are
filed and approved by the Court.
The firm shall hold all funds in all retainers pending further
order of the Court.
About RCR Plumbing
Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast. In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc. On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio. Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.
RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011. RCR Plumbing blamed a weak
construction market and increased insurance costs. Judge Wayne E.
Johnson oversees the case. BSW & Associates is the Debtor's
financial advisor. In its petition, RCR Plumbing estimated $10
million to $50 million in assets and debts. The petition was
signed by Robert C. Richey, president/CEO.
RIVER ROCK: Launches Exchange Offer for its 9 3/4% Senior Notes
---------------------------------------------------------------
River Rock Entertainment Authority commenced an offer to exchange
any and all of the $200 million in aggregate principal amount
outstanding of its 9 3/4% Senior Notes due 2011 for new 9% Senior
Notes due 2018 or new 7 1/2 tax-exempt Series B Senior Notes due
2018 or any combination thereof; provided that the Authority may
not issue in excess of $100 million of New Series B Notes.
In conjunction with the Offer, the Authority is also soliciting
consents from the holders of the Existing Notes to certain
proposed amendments to the indenture governing the Existing Notes
that would eliminate substantially all of the protective covenants
and certain events of default contained therein, and a waiver of
certain existing defaults or events of default under such
indenture.
The Offer and Consent Solicitation is being made exclusively
pursuant to, and upon the terms and subject to the conditions set
forth in, the Offering Circular and Consent Solicitation Statement
of the Authority, dated Nov. 18, 2011, and the related Letter of
Transmittal and Consent, which are being furnished to Holders of
Existing Notes.
The consummation of the Offer is conditioned upon the satisfaction
or waiver of certain conditions set forth in the Offering Circular
including, among other things, that at least 66 2/3% of the total
outstanding principal amount of the Existing Notes are validly
tendered for exchange and not withdrawn prior to the date on which
the proposed amendments become effective.
The Offer and Consent Solicitation will expire at 12:00 midnight,
New York City time, on Dec. 19, 2011, unless extended or earlier
terminated. The deadline to deliver a consent and be eligible to
receive the consent premium is 12:00 midnight, New York City time,
on Dec. 5, 2011, unless extended.
Holders may not tender their Existing Notes without delivering
their consents pursuant to the Consent Solicitation and may not
deliver consents without tendering their Existing Notes pursuant
to the Offer. The tendering of Existing Notes pursuant to the
Offer will constitute the consent of such holder to the proposed
amendments and waiver.
Tenders of Existing Notes may be validly withdrawn and the
concurrent consents may be validly revoked at any time prior to
the Withdrawal Deadline, but not thereafter unless the Offer and
Consent Solicitation are terminated or the Authority is required
by law to grant withdrawal and revocation rights. A valid
withdrawal of tendered Existing Notes will constitute the
concurrent valid revocation of such holder's related consents, and
a valid revocation of consents will constitute the concurrent
valid withdrawal of such holder's related tendered Existing Notes.
Tenders of Existing Notes and delivery of related consents may
only be made pursuant to the Offering Circular and related Letter
of Transmittal and Consent. The Offering Circular and Letter of
Transmittal set forth the complete terms of the Offer and Consent
Solicitation.
The New Notes are being offered pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as
amended contained in Section 3(a)(9) of the Securities Act. The
Authority has not filed and will not file a registration statement
under the Securities Act with respect to the offer of New Notes
pursuant to the Offer and Consent Solicitation .
Additional information concerning the terms of the Offer and
Consent Solicitation and copies of the Offering Circular, may be
obtained from D.F. King & Co., Inc., which is serving as
information and exchange agent, at (212) 269-5550 (collect) or
(800) 714-3313 (toll-free).
About River Rock
Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe. River Rock Casino is a governmental development project of
the Authority. The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.
River Rock's balance sheet at Sept. 30, 2011, showed
$222.79 million in total assets, $214.66 million in total
liabilities, all current, and $8.13 million in total net assets.
* * *
As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered River Rock Entertainment Authority's ("RREA" or
"Authority") Probability of Default Rating ("PDR") to D from Caa2
and its Corporate Family Rating ("CFR") to Ca from Caa2.
Moody's rating action was prompted by the Authority's inability to
complete the proposed refinancing transaction on time, resulting
in non-payment of the principal amount due on its existing debt of
$200 million senior secured notes on their maturity date of
November 1, 2011, which Moody's views as a default. The downgrade
of the CFR to Ca reflects Moody's view that the current debt
holders could incur a possible material impairment in the debt
restructuring process. The company is in discussion with lenders
and has entered into a forbearance and support agreement dated
November 2, 2011 with approximately 60% of note holders that
contemplates an exchange offer.
In the Dec. 13, 2010 edition of the Troubled Company Reporter,
Standard & Poor's Ratings Services lowered its ratings on Sonoma
County, California-based River Rock Entertainment Authority; the
issuer credit rating was lowered to 'B-' from 'B+'. At the same
time, S&P placed the ratings on CreditWatch with negative
implications. RREA was created to operate the River Rock casino
for the Dry Creek Rancheria Band of Pomo Indians (the Tribe).
"The rating downgrade and CreditWatch listing reflect River Rock's
limited progress in addressing near-term refinancing needs
associated with its $200 million senior notes due November 2011,
as well as other debt held at the Tribe," said Standard & Poor's
credit analyst Michael Halchak. "With less than 12 months to the
maturity on the senior notes, S&P has become increasingly
concerned around River Rock's ability to successfully address
these refinancing needs. In addition, S&P believes River Rock
faces additional liquidity needs related to the Tribe's memorandum
of agreement with Sonoma County, associated with infrastructure
spending needs in and around the casino."
Bankruptcy Warning
The Company has a significant amount of debt coming due in fiscal
2011 that it may not be able to repay. The Company's $200.0
million of Senior Notes mature in November 2011. The Company has
been exploring its options to refinance its Senior Notes and
expect to propose a refinancing transaction in the near future.
While the Company expects to be able to refinance this debt, there
can be no assurances that this in fact will occur. In such case,
failure to refinance or extend the maturity date of this debt will
give the holders of such debt certain rights under the Company's
indenture which are limited by the terms of the Company's
indenture, the Company's waiver of sovereign immunity and remedies
available to creditors to Native American gaming operators under
federal law and by the Company's Compact. In addition, it is
uncertain whether the Company or the Dry Creek Rancheria Band of
Pomo Indians may be a debtor in a case under the U.S. Bankruptcy
Code. Without bankruptcy court protection, other creditors might
receive preferential payments or otherwise obtain more than they
would have under a bankruptcy court proceeding. If the Company
commences a case under the U.S. Bankruptcy Code and the bankruptcy
court does not dismiss the case, payments from the debtor would
cease. It is uncertain how long payments under the Senior Notes
could be delayed following commencement of a bankruptcy case.
ROUND TABLE: Court Sets Dec. 8 Confirmation Hearing on Joint Plan
-----------------------------------------------------------------
In an Oct. 27, 2011 order, the U.S. Bankruptcy Court for the
Northern District of California approved the disclosure statement
explaining the proposed First Amended Joint Plan Of Reorganization
of Debtors Round Table Pizza, Inc., The Round Table Franchise
Corporation, Round Table Development Company, and Round Table
Pizza Nevada LLC, and General Electric Credit Corporation, as
Agent for the Secured Lenders, dated Oct. 26, 2011.
While the Secured Lenders are joint proponents of the Joint Plan,
this Disclosure Statement was prepared by the Debtors.
A confirmation hearing on the Joint Plan is set for Dec. 8, 2011,
at 1:00 p.m.
The Voting Deadline will be Nov. 28, 2011. Any objection to
confirmation of the Joint Plan must be filed and served on counsel
for the Debtors on or before the Nov. 28, 2011.
Each of the proponents of the Joint Plan may file a reply to any
objections to the Joint Plan, provided that such reply is filed
with the Court and served on the objecting party or objecting
parties on or before Dec. 1, 2011.
The Court will hold a status conference on Dec. 5, 2011, at 10:00
a.m. on any objections that may be filed to confirmation of the
Joint Plan.
Funding for the payments required under the Joint Plan will be
sourced from the Debtors' current and future revenue streams that
will allow all unsecured creditors to be paid in full and provide
appropriate debt service and principal repayment to the Lenders.
On the Effective Date, all property will revest in the Reorganized
Debtor, free and clear of claims and liens, except as specified in
the Joint Plan (which, among other things, preserves the
liens of the Secured Lenders).
Specifically, Round Table expects promptly after the Effective
Date to transfer up to 10 Stores to current managers or
franchisees for little or no payment. As operated by Round Table,
the stores are no more than marginally profitable and Round Table
would close these stores if it was unable to transfer them. Round
Table believes that transferring these stores to local single
store operators will improve the performance of these stores and
consequently the chain and continue payment of franchise fees and
Ad Fund contributions. This will also prevent competitors
from encroaching on customers previously loyal to Round Table.
Under the Joint Plan and subject to the Amended Credit Documents
and applicable nonbankruptcy law, the Reorganized Debtor may also
effect a refinancing in full of then outstanding amounts under the
Amended Credit Documents or a sale of substantially all of its
assets.
The Joint Plan contemplates that Round Table will close the cases
as soon as possible after the Effective Date.
However, the Joint Plan also expressly provides that any event of
default under the Amended Credit Agreement or any failure by Round
Table to satisfy its obligations under the Joint Plan with respect
to Class 1 Claims or Class 3B Claims constitutes "cause" to
reopen the cases under section 350(b) of the Bankruptcy Code.
Under the Joint Plan, Round Table has waived its right to object
to the reopening of the Cases in such circumstances.
In furtherance of the foregoing, the Joint Plan provides that,
upon motion by, or on behalf of, the Secured Lenders to reopen the
cases made within 36 months after entry of a final decree and
after the occurrence of any event of default under the Amended
Credit Agreement or failure by Round Table to satisfy its
obligations to the Secured Lenders under the Joint Plan, the Court
will reopen the cases in order to, among other things, implement a
Lender-Initiated Sale Process.
Round Table Pizza Nevada LLC will be wound up and dissolved as
rapidly as is practicable after the Effective Date.
The Joint Plan designates the various claims and interests into 5
Classes:
Class Creditors Treatment
----- --------- ---------
Class 1 Secured Lenders (Owed Quarterly payments of
approximately $37.4 million interest at 9% annual
secured by all assets) principal amortization
payable quarterly
beginning in 2012; fully
due on July 31, 2013; other
terms generally comparable
to original Credit Facility
terms
Class 1B Other secured claims Payment, surrender of
(Claims secured by assets collateral or other
of two Tahoe stores, seized consensual or permissible
from defaulted franchisee) non-consensual treatment
Class 2 Priority Claims ($256,000 Paid in full (with accrued
obligation to ESOP interest) on Effective Date
(estimated Dec. 15, 2011)
Unimpaired Creditors Gift Certificates and
Employee Benefit claims in
excess of the priority cap
will be honored in the
ordinary course of business
post-confirmation.
Class 3A Allowed unsecured claims up Paid 40% of claim on the
to $5,000 or who elect Effective date (estimated
Class 3A treatment, up to a (Dec. 15, 2011) in full
maximum of $2,165,000 in satisfaction of claim
claims
Class 3B All unsecured claims not Paid in full with 6%
included in Class 2 and not interest; equal quarterly
subject to Class 3A distributions of principal
treatment from March 31, 2012,
through Dec. 31, 2015;
accrued interest paid with
final quarterly
installment; somewhat
different treatment
afforded to ERISA unsecured
claims
Class 4 ESOP equity ownership in Preserved intact, but
Round Table limited funding for stock
repurchases or additional
contributions until all
Class 3B claims are paid in
full
Class 5 RTP's ownership interest in Unimpaired
subsidiaries and affiliates
Only holders of claims within Classes 1, 1B, 2, 3, and 4 will be
entitled to vote to accept or reject the Joint Plan.
A copy of the Debtors' disclosure statement in support of the
First Amended Joint Plan is available for free at:
http://bankrupt.com/misc/roundtable.dkt1056.pdf
About Round Table
Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants. The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.
Round Table is a major West Coast pizza chain. There are
currently approximately 348 franchised stores, operated by
approximately 150 franchisees. Prior to the petition date, Round
Table operated 128 company-owned stores.
Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011. Judge Roger L.
Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel. The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.
The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.
The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel. The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.
First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP). Johanson Berenson LLP serves as an ESOP
counsel.
ROTHSTEIN ROSENFELDT: Auction Raises $230,000 for Creditors
-----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that a bidding bonanza for the belongings of Scott
Rothstein and his wife raised more than $230,000 for creditors of
his bankrupt South Florida law firm, with buyers scoring such
items as an Amedeo Modigliani painting, Chanel purses and a signed
photo of boxer Muhammad Ali.
According to DBR, more than 400 items sold for about $262,000 at
the live and online auctions held Oct. 13, Oct. 15 and Nov. 1,
court papers show. The auctions netted $233,306.84 after sale-
related costs like advertising were paid.
About Rothstein Rosenfeldt
Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme. U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements. Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.
Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791). The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800. The creditors alleged being owed money
invested in lawsuit settlements.
Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.
On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.
RUDEN MCCLOSKY: U.S. Trustee Disputes $400T Wells Fargo DIP Loan
----------------------------------------------------------------
Ruden McClosky P.A. is asking the Bankruptcy Court for authority
to borrow $400,000 from Wells Fargo Bank, N.A., on a first
priority, secured basis.
The DIP loan will be tapped only in the event cash collateral is
insufficient to fund the Debtor's expenditures. Earlier this
month, the Debtor won interim authority to use Wells Fargo's cash
collateral through Nov. 18, 2011.
Wells Fargo has consented to the Debtor's continued use of cash
collateral.
The DIP loan will have first priority liens, subject only to the
statutory fees payable to the U.S. Trustee, fees payable to the
Clerk of the Bankruptcy Court, and permitted liens and claims.
The loan calls for 8% interest per annum and matures on Dec. 10,
2011, or upon the event of default.
As of the Petition Date, the Debtor owed Wells Fargo not less than
$4.6 million. The Debtor originally procured the funds from
Wachovia, Wells Fargo's predecessor.
U.S. Trustee Objects
Donald F. Walton, the United States Trustee for Region 21, is
objecting to the DIP financing. The U.S. Trustee acknowledged
that the Debtor is seeking postpetition financing, as it does not
have "adequate working capital or financing" to operate its
business, including to meet "payroll" and other "operating
expenses." However, the U.S. Trustee said, it seems that the
Debtor is seeking the postpetition financing to pay shareholders'
salaries and benefits, asking the unsecured creditors to sacrifice
any possible distribution from the proceeds of a sale for the
shareholders' benefit, both by receiving undisclosed salary
payments as well as potential releases from their guaranty of the
prepetition secured debt.
The U.S. Trustee said the Debtor has failed to provide sufficient
information with respect to the firm's size, number of employees,
number of associates, number of partners or shareholders of the
firm and the salaries of these individuals. The Debtor's Cash
Flow Forecast shows that salaries for the four-week period ending
Nov. 28, 2011, is $1,150,000, and that salaries for the five-week
period ending Dec. 5, 2011, is $1,983,200. However, the Debtor
has failed to provide sufficient information with respect to the
salaries of the partners or shareholders for the U.S. Trustee to
make a determination of whether the request for DIP financing is
appropriate under the circumstances.
About Ruden McClosky
Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally. It had eight offices in
Florida.
In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm. In September 2011, founder
Donald McClosky died after a long battle with cancer.
Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets to Fort Lauderdale-based Greenspoon Marder.
Judge Raymond B. Ray oversees the case. Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel. Development Specialists, Inc., serves as
the Debtor's restructuring advisors. Kurtzman Carson Consultants
LLC serves as the Debtor's claims and noticing agent. In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts. The petition was signed by Joseph J. Luzinski,
chief restructuring officer.
An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.
Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C. Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.
RUDEN MCCLOSKY: Committee Seeks Mediation With Proposed Buyer
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ruden McClosky,
P.A. is asking the Bankruptcy Court to refer the committee and the
Debtor's prospective purchaser to mediation on the issue of the
pending sale of the Debtor's assets. The Committee believes it
would be fruitful if the Committee and Greenspoon Marder would be
able to mediate their differences regarding the Sale Motion prior
to the sale hearing.
According to the Committee's filing, "there has been much said
privately, publicly and in the media regarding whether the
Committee has been too strident or too passive in its efforts to
obtain a possible distribution for general unsecured creditors."
The Committee noted the "tight timeframe under which th[e] case is
proceeding".
Ruden McClosky obtained the green light to sell its assets at an
auction from Judge Raymond B. Ray earlier this month. Greenspoon
Marder is the stalking horse bidder, with an offer of $7.6 million
and a promise to give back one-third of collections on Ruden's
accounts receivable for two years.
Competing bids were due Nov. 23. The auction will take place on
Nov. 28, 2011 at 10:00 a.m. (prevailing Eastern Time) at the
offices of Berger Singerman, P.A., in Fort Lauderdale. The Court
will hold a hearing to approve the sale on Nov. 29 at 9:30 a.m.
If the Debtor closes a deal with another buyer, Greenspoon will be
entitled to a $200,000 breakup fee. The Debtor requires competing
bids to propose a purchase price equal to or greater than the sum
of (i) $5,600,000 in cash, plus, (ii) the assumption of an amount
equal to $2,000,000 or more of the liabilities being assumed under
the Asset Purchase Agreement with the stalking horse bidder, plus
(iii) $400,000, plus (iv) a post-closing participation payment of
at least $0.33 of each $1.00 collected from the accounts
receivable of the Debtor within two years after the closing date
after the winning bidder has collected $10 million from the
accounts receivable -- or a total Initial Overbid Amount of at
least $8 million plus such participation in the collection of the
Debtor's accounts receivable.
Meanwhile, the United States Trustee was scheduled to hold a
meeting of the bankrupt firm's creditors on Nov. 23, 2011, at 1:00
p.m. at 51 SW First Ave Room 1021, in Miami.
The deadline to file a complaint to determine dischargeability of
certain debts is Jan. 23, 2012. Proofs of claim are due in the
case by Feb. 21, 2012.
About Ruden McClosky
Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally. It had eight offices in
Florida.
In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm. In September 2011, founder
Donald McClosky died after a long battle with cancer.
Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets to Fort Lauderdale-based Greenspoon Marder.
Judge Raymond B. Ray oversees the case. Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel. Development Specialists, Inc., serves as
the Debtor's restructuring advisors. Kurtzman Carson Consultants
LLC serves as the Debtor's claims and noticing agent. In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts. The petition was signed by Joseph J. Luzinski,
chief restructuring officer.
An official committee of unsecured creditors has been appointed in
the case. The Committee is represented in the case by:
Lawrence A. Gordich, Esq.
SEGALL GORDICH, P.A.
801 Brickell Avenue, Suite 900
Miami, FL 33131
Telephone: (305) 755-4930
Facsimile: (305) 438-7438
E-mail: lag@segallgordich.com
Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is:
Jonathan Helfat, Esq.
OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C.
230 Park Avenue
New York, NY 10169
E-mail: jhelfat@oshr.com
Counsel to Greenspoon Marder PA, the Proposed Purchaser, is:
R. Scott Shuker, Esq.
LATHAM, SHUKER, EDEN & BEAUDINE, LLP
111 North Magnolia Avenue, Suite 1400
Orlando, FL 32801
E-mail: rshuker@lseblaw.com
RUDEN MCCLOSKY: Court OKs Kurtzman Carson Consultant Engagement
---------------------------------------------------------------
Ruden McClosky P.A. won Bankruptcy Court authority to employ
Kurtzman Carson Consultants LLC as the notice, claims and
solicitation agent for the Debtor. KCC received a $25,000
retainer.
Albert Kass -- akass@kccllc.com -- Vice President of Corporate
Restructuring Services of KCC, attests that the firm neither holds
nor represents any interest materially adverse to the Debtor's
estates in connection with any matter on which it would be
employed and that it is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code as referred to
in section 327(a) of the Bankruptcy Code.
About Ruden McClosky
Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally. It had eight offices in
Florida.
In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm. In September 2011, founder
Donald McClosky died after a long battle with cancer.
Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets to Fort Lauderdale-based Greenspoon Marder.
Judge Raymond B. Ray oversees the case. Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel. Development Specialists, Inc., serves as
the Debtor's restructuring advisors. In its petition, the Debtor
estimated $10 million to $50 million in both assets and debts.
The petition was signed by Joseph J. Luzinski, chief restructuring
officer.
An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.
Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C. Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.
RUDEN MCCLOSKY: Creditors Committee Down to Five Members
--------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21, amended
the composition of the Official Committee of Unsecured Creditors
in the bankruptcy case of Ruden McClosky, P.A. The U.S. Trustee
originally named seven members, but reduced that number to five.
The five committee members are:
1. Kevin Love
Criden & Love, P.A.
7301 SW 57th Court, #515
South Miami, FL 33143
Tel: 305-357-9000
Fax: 305-357-9050
E-mail: Klove@cridenlove.com
2. Kenneth R. Drake
DeMAHY LABRADOR & DRAKE, P.A.
150 Alhambra Circle PH
Coral Gables, FL 33134
Tel: 305-443-4850
Fax: 305-443-5960
E-mail: Kendrake@dldlawyers.com
3. Eric Christu
525 Okeechobee Blvd., Suite #1100
West Palm Beach, FL 33401
Tel: 561-758-7544
E-mail: ericchristu@aol.com
4. Steven Parson
6054 Winding Lake Dr.
Jupiter, FL 33458
Tel: 561-309-0213
Fax: 561-671-5901
E-mail: Sparson@bellsouth.net
5. Stephen H. Siegel
3520 SW 174 St
Miami, FL 33157
Tel: 305-298-8640
E-mail: Shsiegel@broadandcassel.com
The two members who were no longer part of the committee are:
1. Scott A. Elk
750 Park of Commerce Blvd., Suite 400
Boca Raton, FL 33487
Tel: 561-368-5551
Fax: 561-443-5506
E-mail: Selk@3cinteractive.com
2. Marvin S. Rosen
222 Lakeview Avenue, Suite #1500
West Palm Beach, FL 33401
Tel: 561-318-3250
Fax: 561-802-8995
E-mail: Marvin@rosenlawfl.com
About Ruden McClosky
Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally. It had eight offices in
Florida.
In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm. In September 2011, founder
Donald McClosky died after a long battle with cancer.
Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets to Fort Lauderdale-based Greenspoon Marder.
Judge Raymond B. Ray oversees the case. Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel. Development Specialists, Inc., serves as
the Debtor's restructuring advisors. Kurtzman Carson Consultants
LLC serves as the Debtor's claims and noticing agent. In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts. The petition was signed by Joseph J. Luzinski,
chief restructuring officer.
RVTC LIMITED: Court OKs Hire Cox Smith as Attorney
--------------------------------------------------
RVTC Limited Partnership, formerly Fair Prospects, L.P. sought and
obtained permission from the U.S. Bankruptcy Court for the
Western District of Texas to employ Cox Smith Matthews
Incorporated as attorney. The firm will execute faithfully the
Debtor's duties as debtor and debtor-in-possession.
The primary attorneys and paralegal within Cox Smith who will
represent the Debtor and their current standard hourly rates:
Deborah D. Williamson, Esq. Shareholder $580
Thomas Rice, Esq. Shareholder $385
Stephen K. Lecholop II, Esq. Associate $235
Deborah Andreacchi Paralegal $180
The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The primary lawyers can be reached at:
Deborah D. Williamson
Thomas Rice
Stephen K. Lecholop II
Cox Smith Matthews Incorporated
112 East Pecan Street, Suite 1800
San Antonio, Texas 78205
Tel: (210) 554-5500
Fax: (210) 226-8395
E-mail: dwilliamson@coxsmith.com
trice@coxsmith.com
slecholop@coxsmith.com
About RVTC LP
Rialto Village Town Center is a proposed $60 million to $70
million mixed-used development on 24 acres on the far Northwest
Side in San Antonio, Texas.
RVTC Limited Partnership fka Fair Prospects, L.P., owner of the
Rialto Village Town Center, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Case No. 11-52240) on June 29, 2011.
Judge Leif M. Clark presides over the case. Thomas Rice, Esq., at
Cox smith Matthews Incorporated, represents the Debtor. The
Debtor disclosed $12,158,560 in assets and $12,564,538 in
liabilities as of the Chapter 11 filing.
SCI REAL ESTATE: Court OKs Trigild as Chief Restructuring Officer
-----------------------------------------------------------------
SCI Real Estate Investments LLC and Secured California Investments
Inc., and the Official Committee of Unsecured Creditors sought and
obtained permission from the U.S. Bankruptcy Court for the Central
District of California for permission to employ Trigild
Incorporated to provide a chief restructuring officer, and
designate Bill Hoffman as CRO.
According to the Debtors and Committee, Mr. Hoffman, president and
CEO of the firm, is qualified to act as CRO. Mr. Hoffman is
expected to evaluate the current financial and operational
condition of the Debtors.
Mr. Hoffman charges $425 per hour for this engagement.
The Debtors and Committee assure the Court that the firm and Mr.
Hoffman are "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
About SCI Real Estate Investments
Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011. Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel. Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel. The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.
Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments. Levene, Neale,
Bender, Yoo & Brill L.L.P., represents the Committe as its general
bankruptcy counsel.
SCOTTO RESTAURANT: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Scotto Restaurant Group, LLC, fka Scotto Holdings, LLC filed with
the Bankruptcy Court for the United States Bankruptcy
Administrator for Western District of North Carolina its schedules
of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $129,861
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $269,083
E. Creditors Holding
Unsecured Priority
Claims $226,436
F. Creditors Holding
Unsecured Non-priority
Claims $2,523,185
----------- -----------
TOTAL $129,861 $3,018,705
About Scotto Restaurant
Denver, North Carolina-based Scotto Restaurant Group, LLC, fka
Scotto Holdings, LLC, operates 7 Firehouse Subs franchise
locations and has approximately 100 employees.
Three creditors placed Scotto Restaurant Group, LLC, fka Scotto
Holdings LLC, in bankruptcy by filing an involuntary Chapter 11
petition (Bankr. W.D.N.C. Case No. 11-40506) on Aug. 11, 2011.
The petitioning creditors are Lester B. High, William Holmes and
Donald L. Myers. They allege to be owed $1.85 million in the
aggregate on account of unsecured promissory notes. The
petitioning creditors are represented by Kiah T. Ford, IV, Esq.,
at Parker, Poe, Adams & Bernstein LLP, as counsel. Judge George
R. Hodges oversees the case.
James H. Henderson, Esq., at The Henderson Law Firm, in Charlotte,
N.C., represents the Debtor as counsel.
SEMGROUP LP: Sandell Asset Calls for Asset Sale in Auction
----------------------------------------------------------
In response to certain strategic actions recently made by SemGroup
Corporation, Sandell Asset Management's Chief Executive Officer
Thomas E. Sandell sent the following letter to SemGroup's Board of
Directors:
Board of Directors
SemGroup Corporation
Two Warren Place
6120 South Yale Avenue, Suite 700
Tulsa, Oklahoma 74136-4216
Attn: John F. Chlebowski, Chairman
Norman J. Szydiowski, Chief Executive Officer
Gentleman:
"As a shareholder with a substantial investment in SemGroup
Corporation, we are writing to advise you that we do not believe
that the Board is acting in the best interests of the shareholders
in pursuing its current strategic direction of the Company. While
we fully agree with the Board's rejection of the proposal by
Plains All American Pipeline, L.P. to acquire the Company for $24
per share, which we think grossly undervalues the Company, we
believe that the proper course to maximize shareholder value would
be to immediately pursue sale of the Company in an auction
process. And to maximize the Company's value in a sale, the
Company should abandon its proposed IPO of Rose Rock Midstream,
L.P.
As we are sure you are aware, recent transactions in the pipeline
/ storage industry, such as Energy Transfer's acquisition of
Southern Union and Kinder Morgan's acquisition of El Paso
Corporation, have highlighted the value of energy infrastructure
assets. There are many potential acquirors that would be
interested in SemGroup's highly coveted pipeline and storage
assets, and the synergies and earnings growth that such acquirors
would realize in such an acquisition would be reflected in the
price they were willing to pay for SemGroup. And we don't believe
that SemGroup as a stand-alone entity, with its current
management, can achieve anywhere near the valuation which would be
obtained in a sale even over the long term. Since emerging from
bankruptcy, SemGroup's performance has fallen considerably short
of the levels forecast in its bankruptcy plan, notwithstanding
favorable market conditions that have resulted in its competitors'
outperformance.
To maximize value in a sale, SemGroup should abandon, or at least
postpone until after a sale has been explored, its' proposed Rose
Rock IPO. That transaction would increase the transaction costs
for a potential acquiror, and may reduce the number of potential
buyers and the price other buyers would be willing to pay.
Certain buyers may not prefer to have SemGroup assets dropped down
into a public, partially owned entity, and any that do would
reflect their interest in the purchase price they offer. In any
case, it would appear that the Rock Rose IPO was initiated in
August 2011 after the Company was aware, since March 2010, of
PAA's proposed offer, and may well have been designed as a "poison
pill" strategy to discourage potential acquirors more than a tool
for long-term value creation. The IPO would result in SemGroup's
ownership of an illiquid GP interest and subordinated units which
typically carry a discounted valuation. And we don't see
additional SemGroup assets that could be contributed down to grow
future distributions to unitholders.
We also believe that SemGroup should proactively undertake an
auction process to maximize value because it is vulnerable to a
hostile acquisition at what may be less than full value. We
believe that, as a result of the PAA bid, 40% or more of your
outstanding shares are now in the hands of arbitrageurs, who may
be willing to accept less than maximum value for the shares while
still making a profit. And given that the Company's governance
documents provide for an unstaggered board and permit consent
solicitations, SemGroup is vulnerable to a hostile acquisition
proposal which can be taken directly to the shareholders and
coupled with board change.
We urge you to abandon the Rose Rock IPO and pursue the sale of
the Company in an auction process, as the optimal route to
maximize shareholder value. Should you fail to do so, we reserve
the right to take appropriate shareholder action for what we
believe would constitute a failure to properly discharge your
fiduciary duties, including seeking to remove and replace the
current Board."
Sincerely yours,
Thomas E. Sandell
Chief Executive Officer
About Sandell
Sandell Asset Management Corp. (and affiliated companies), based
in New York, NY, is an investment management firm founded by
Thomas E. Sandell that focuses on corporate event driven investing
worldwide. Sandell may take an "active involvement" in
facilitating financial or organizational improvements that will
accrue to the benefit of shareholders.
This proposal herein represents the opinions of Sandell Asset
Management, which opinions may change at any time, and does not
have regard to the specific investment objective, suitability or
financial situation of any particular shareholder or investor and
should not be taken as advice on the merits of any investment
decision. These opinions are based on publically available
information.
About SemGroup, L.P.
SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products. Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.
SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts. Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent. The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.
Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.
SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.
SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.
SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008. The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.
SESI LLC: Moody's Assigns 'Ba3' Rating to Proposed $700MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to SESI, L.L.C.'s
(SESI - a wholly-owned subsidiary of Superior Energy Services,
Inc.) proposed offering of $700 million senior unsecured notes.
The proceeds from the offering will be used to help fund the cash
portion of the announced merger of Complete Production Services,
Inc. (Complete) as well as fund the redemption of Complete's
existing 8.0% senior notes due 2016. Upon completion of the
merger, SESI will also be amending and restating their credit
facility to comprise of a $600 million revolver and $400 million
term loan, which will also be used to fund the merger and
redemption of Complete's notes.
If the merger agreement is terminated or is not consummated on or
before May 30, 2012, SESI will be required to redeem all of the
proposed $700 million senior notes, and will not be amending their
current credit facility. SESI's rating remains under review for
upgrade.
RATINGS RATIONALE
Superior provides subsea and well intervention services, down-hole
drilling tools and accommodations, and liftboat services to major
and independent oil and gas companies in the U.S. Gulf of Mexico,
U.S. land markets and certain international markets. Complete
provides completion, production and drilling services and products
to the oil and gas industry and operates primarily in North
America, including the Rocky Mountain region, Texas, Oklahoma,
Louisiana, Arkansas, Pennsylvania, Western Canada and Mexico. The
two companies only have limited operational and geographic
overlap, resulting in a more diversified mix of services offerings
with exposure to both onshore and offshore North American markets.
"The merger was announced in early-October and Moody's continues
to believe the fundamentals, increased scale and added business
lines of the merged company warrant a review of the rating for
upgrade post merger," said Harry Schroeder, Vice President-Senior
Analyst of Moody's.
Under the terms of the merger agreement, Complete's stockholders
will receive 0.945 shares of Superior and $7.00 in exchange for
each share of Complete common stock held at closing. Approximately
$1.3 billion will be used to fund the cash portion of the Complete
merger, refinance Complete's $650 million of senior notes, and to
pay the associated fees and expenses. This $1.3 billion will
consist of SESI's new senior notes and borrowings from an amended
credit facility which is expected to be completed at the closing
of the merger. This new facility will replace the current $400
million facility, and will be comprised of a $600 million senior
secured revolver and a $400 million senior secured term loan. If
the merger falls through, the company will terminate the plans of
amending their facility, and keep the current $400 million
facility, which is currently undrawn.
Under Moody's Loss Given Default Methodology, the Ba3 rating on
the senior unsecured notes reflects both the overall probability
of default of SESI, to which Moody's assigns a Probability of
Default of Ba2, and a loss given default of LGD 4 (60%) after
taking into account a one notch override due to the anticipated
post-merger increase of secured debt in the company's capital
structure. The current $400 million bank credit facility is
secured by substantially all of Superior's assets. Both the credit
facility and senior unsecured notes are guaranteed by Superior
Energy Services, Inc. and all of Superior's wholly-owned
subsidiaries.
The principal methodology used in rating SESI, L.L.C. was the
Global Oilfield Services Rating Methodology, published in December
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.
Superior Energy Services, Inc. is headquartered in New Orleans,
Louisiana.
SESI LLC: S&P Assigns 'BB+' Rating to $700-Mil. Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to SESI LLC's proposed $700 million senior unsecured notes
due 2021. SESI is a wholly owned subsidiary of Superior Energy
Services Inc. (Superior). "We also assigned a '3' recovery rating
to this debt, indicating our expectation of a meaningful (50% to
70%) recovery in a payment default. The company intends to use the
net proceeds to repay Complete Production Services' (Complete) 8%
senior notes due 2016 in connection with its planned merger with
Complete. At the same time, Superior expects to increase its
credit facility to $600 million from $400 pursuant to an amended
and restated credit agreement," S&P said.
"At the same time, we revised the recovery rating on the company's
existing $300 million 6.875% senior notes due 2014 and its $500
million 6.375% notes due 2019 to '3' from '4'," S&P said.
"The ratings on Superior reflect its operational and geographic
diversity, improving financial measures, and flexible capital
expenditure budget, allowing it to operate largely within its cash
flow. It also incorporates the company's exposure to the
historically cyclical oil and gas industry. The ratings also
incorporate our expectation that the company's business risk
profile would improve upon completion of the merger with Complete,
because of the additional scale and geographical diversity of the
combined entity," S&P said.
Ratings List
Superior Energy Services Inc.
SESI LLC
Corporate Credit Rating BB+/Positive/--
New Rating
SESI LLC
$700 mil sr unsec notes due 2021 BB+
Recovery rating 3
Recovery Rating Revised; Issue Rating Maintained
To From
SESI LLC
Senior unsecured BB+
Recovery rating 3 4
SKINNY NUTRITIONAL: Commences Offering of $2.5 Million Units
------------------------------------------------------------
Skinny Nutritional Corp., in November 2011, commenced a private
offering pursuant to which it is offering an aggregate amount of
$2,500,000 of units of the Company's securities on a "best
efforts" basis. Each Unit consists of one Convertible Senior
Subordinated Secured Note in the principal amount of $25,000 and
one Series A Common Stock Purchase Warrant. As of Nov. 15, 2011,
the Company entered into a Subscription Agreement with an
accredited investor, pursuant to which the Company sold and issued
to the investor a Convertible Note in the aggregate principal
amount of $250,000 and a Series A Warrant to purchase 8,333,333
shares of Common Stock in an initial closing of the Unit Offering.
The $250,000 aggregate principal value of the Convertible Note was
paid in cash to the Company at the initial closing.
The Convertible Notes are convertible into either (i) shares of
the Company's Common Stock at the initial conversion rate of $0.03
or (ii) the securities sold by the Company in the next financing
conducted by the Company at a conversion rate equal to a 20%
discount to the price at which the securities in the Next
Financing are sold. In the event that the gross proceeds realized
by the Company in the Next Financing are at least $5,000,000, then
each holder of a Convertible Note will be required to convert such
Convertible Note into the Conversion Securities issued in the Next
Financing. The conversion rate is subject to adjustment as
described in the Convertible Notes, including adjustment on a
"weighted-average" basis in the event that the Company issued
additional shares of Common Stock or other equity securities at a
purchase price below the initial conversion rate. The principal
amount of the Convertible Notes will bear interest at the rate of
10% per annum and will have an initial maturity date of 12 months.
The Company will have the right to extend the maturity date for an
additional 12 month period provided it issues the purchasers such
number of additional Series A Warrants as is equal to the number
of Series A Warrants initially issued to the purchasers. The
Convertible Notes are secured obligations of the Company and will
be secured by a lien on the Company's assets, which lien will be
subordinated to the senior indebtedness of the Company, in
accordance with the terms of a security agreement entered into
between the Company and the investors.
The Series A Warrants will permit the holders to purchase shares
of the Company's Common Stock at an initial per share exercise
price of $0.05 for a period of five years. The exercise price
will be subject to adjustment in the event that the Company issues
additional common stock purchase warrants in the Next Financing
and such warrants have an exercise price less than the exercise
price of the Series A Warrants. Each purchaser will be issued a
Series A Warrant to purchase such number of Warrant Shares as is
equal to 100% of the number of Conversion Shares which may be
issued upon conversion of the Convertible Note purchased by such
purchaser, at the initial conversion rate of such Convertible
Note.
In consideration for services rendered as the placement agent in
the Unit Offering, the Company agreed to pay to the placement
agent cash commissions equal to $20,000, or 8.0% of the gross
proceeds received in the initial closing of the Unit Offering, and
agreed to issue to the placement agent a five-year warrant to
purchase an aggregate of 83,333 shares of the Company's common
stock at an exercise price of $0.05 per share.
Net proceeds from those sales, after payment of offering expenses
and commissions, are approximately $230,000. The Company intends
to use the proceeds from the Offering for working capital and
general corporate purposes. The securities being offered have not
been registered under the Securities Act or any state securities
laws and will be offered in reliance upon the exemption from
registration set forth in Section 4(2) of the Securities Act or
any state Regulation D, promulgated thereunder. Such shares may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.
About Skinny Nutritional
Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.
The Company's balance sheet at June 30, 2011, showed $4.30 million
in total assets, $5.15 million in total liabilities, all current,
and a $850,635 stockholders' deficit.
The Company reported a net loss of $6.91 million on $6.92 million
of net revenue for the year ended Dec. 31, 2010, compared with a
net loss of $7.30 million on $4.14 million of net revenue during
the prior year.
As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results. The independent auditors noted that the
Company had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand. The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, respectively. Additionally, the Company is currently in
arrears under its obligation for the purchase of trademarks.
Under the agreement, the seller of the trademarks may choose to
exercise their legal rights against the Company's assets, which
includes the trademarks.
SMART ONLINE: Incurs $1.2 Million Net Loss in Third Quarter
-----------------------------------------------------------
Smart Online, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.17 million on $115,089 of total revenues for the three
months ended Sept. 30, 2011, compared with a net loss of $1.32
million on $260,968 of total revenues for the same period during
the prior year.
The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.
The Company also reported a net loss of $2.96 million on $364,898
of total revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.72 million on $884,586 of total
revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $587,619 in
total assets, $22.81 million in total liabilities and a $22.22
million total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/Q0XdWg
About Smart Online
Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.
As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010. These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.
SOLYNDRA LLC: Chu Should Be 'Reassigned' After Loan Deal
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a key Republican
called for Energy Secretary Steven Chu to be "reassigned" Thursday
following the Energy Department's approval of a $535 million loan
guarantee to now-bankrupt solar company Solyndra LLC.
As reported in the Troubled Company Reporter on Nov. 17, 2011, Dow
Jones' Daily Bankruptcy Review reports that Solyndra LLC
postponed a layoff announcement until the day after the 2010
midterm elections following a "push" by the Department of Energy
for a delay, according to documents released by House Republican
lawmakers in connection with a congressional probe.
About Solyndra LLC
Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications. The Company had 968 full time employees
and 211 temporary employees. Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.
Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.
Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date. The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.
In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.
Judge Mary F. Walrath presides over the Debtors' cases. The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser. AlixPartners LLP serves as noticing claims and
balloting agent. Imperial Capital LLC serves as the company's
investment banker and financial adviser. The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation. BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC. The Committee has tapped
Blank Rome LLP as counsel.
Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011. Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.
SOVRAN LLC: Intends to Pay Creditors from Property Sale Proceeds
----------------------------------------------------------------
Sovran, LLC, filed with the U.S. Bankruptcy Court for the Western
District of Washington a Disclosure Statement explaining the
proposed Plan of Reorganization dated Nov. 2, 2011.
The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.
According Disclosure Statement, the Debtor will continue to market
the property -- a commercial piece of real property located
between Military Road and Interstate 5, in Winlock, Washington,
and obtain sales of all or any part of the property. The liens
securing claims will be modified in accordance with the Bankruptcy
Code's provisions to permit sales of partial parcels, with deed
release provisions specifying the amount to be paid to the holders
of secured claims based on a certain price per square foot.
According to the Debtor's calculations, at the current market
prices, the sale of approximately 35% of the property will retire
the entire amount of secured claims. In the unlikely event that
no sale has taken place by the sixth anniversary of the Plan's
confirmation date, then 50 acres of property will be transferred
to the holder of the first position deed of trust, subject to the
tax claims of Lewis County. The value of that portion of the
property, as determined by the Bankruptcy Court, will be applied
to interest and costs and then to the principal of the claim.
At each subsequent six month anniversary a similar transfer will
occur if there are no intervening sales.
The holders of Class 3 allowed unsecured claims will receive pro
rata distributions from the an Unsecured Creditor's Fund.
The members in the Debtor will retain their membership interest,
but no distributions will be made to any members until all
creditors have been paid in full.
Payments will be made at various times after confirmation. The
Debtor relates that most recent appraisal values the property at
over $18,000,000, which indicates that there is an equity cushion
protecting the secured creditors of over $10,000,000. The deed
release calculations were based on fully retiring the outstanding
secured debt, including interest after the sale of approximately 7
million square feet of property. At all points during the sell
out process all the secured creditors will be adequately protected
by the substantial equity cushion in the property.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SOVRANLLC_DS.pdf
About Sovran LLC
Sovran LLC, filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 11-45107) on June 23, 2011. Richard G. Birinyi, Esq., and
Lawrence R. Ream, Esq., at Bullivant Houser Bailey PC, in Seattle,
Washington, serve as counsel. In its schedules, the Debtor
disclosed $18,968,289 in assets and $11,619,450 in liabilities.
SPECTRUM BRANDS: Records Wider Fourth-Quarter Net Loss
------------------------------------------------------
Dow Jones' Daily Bankruptcy Review Cap reports that Spectrum
Brands Holdings Inc.'s fiscal fourth-quarter loss widened as
profit dropped in its largest segment, masking sales improvements
in all three of its major businesses.
About Spectrum Brands
Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. (OTC:
SPEB) -- http://www.spectrumbrands.com./-- is a global consumer
products company and a leading supplier of batteries, shaving and
grooming products, personal care products, specialty pet supplies,
lawn & garden and home pest control products, personal insect
repellents and portable lighting. Its brand portfolio includes
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(),
Nature's Miracle(R), Dingo(R), 8-in-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).
On February 9, 2010, the Company signed a merger agreement with
Russell Hobbs, Inc. The consummation of the merger is anticipated
to occur by the end of the third or fourth quarter of Spectrum
Brands' fiscal year 2010.
* * *
Spectrum Brands carries 'B1' corporate family and probability of
default ratings from Moody's. Moody's said the 'B1' corporate
family rating reflects Spectrum's high, albeit decreasing,
financial leverage at over 4.5x and its modest size with revenues
around $3 billion.
ST. MARY OF THE WOODS: In Bankruptcy Over $34.3MM Bond Debt
-----------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that St. Mary of the Woods, an Ohio retirement home
controlled by the Franciscan Sisters of Chicago, sought Chapter 11
bankruptcy protection (Bankr. N.D. Ohio Case No. 11-19865) in
Cleveland on Nov. 21, 2011, blaming its financial hardship on the
soured real-estate market that has kept aging potential residents
stuck in homes they can't sell.
The report relates St. Mary of the Woods executives said they will
look for a buyer while trying to figure out if they can
restructure the community's finances in a way that would keep it
under the ownership of the Franciscan Sisters of Chicago Service
Corp.
St. Mary of the Woods disclosed about $48 million in debts and
assets of about $36 million as of June 30. Judge Jessica E. Price
Smith oversees the case.
According to DBR, the nonprofit company said it took on too much
debt to build the community's 23-acre campus and later struggled
to fill its 158 rooms once it opened in 2005. During the last two
fiscal years, the company's finances dwindled as it recorded more
than $5.6 million in net losses.
According to DBR, the strained revenues made it tough for the
company to pay off $34.3 million in bonds that are set to mature
between 2014 and 2034. The company issued those bonds in 2004,
promising to pay investors an interest rate between 5.25% and 6%.
DBR also reports that with only $125,000 of cash on hand, the
company asked for bankruptcy court permission to borrow another
$4.5 million from its owner so that it can continue to pay its 117
employees who would operate the community as usual throughout the
case.
"If funds are not made available to pay these essential items on
an emergency basis, the [company's] business likely would be
forced immediately to shut down, representing not only a
significant hardship for the [company's] residents but also likely
resulting in a substantial decline in the value" of the property,
treasurer Ronald Tinsley said, the report relates.
DBR notes St. Mary of the Woods's case came on the heels of
another Franciscan Sisters of Chicago Service-owned property's
bankruptcy filing. The Clare at Water Tower, a 53-story, 344-unit
high rise built in 2008 on the campus of Loyola University of
Chicago, filed for Chapter 11 protection on Nov. 14 after missing
a bond payment that was due on Sept. 1. In both cases, Chief
Executive of the Franciscan Sisters of Chicago Service Judy Amiano
said the companies struggled under adverse economic factors like
"the weakened credit environment [and] limited access to capital."
STRATEGIC AMERICAN OIL: Auditors Lift "Going Concern" Opinion
-------------------------------------------------------------
Strategic American Oil Corporation announced that the "going
concern" note has been removed from its audit opinion contained in
its recently filed Form 10-K for the year ended July 31, 2011.
The annual filing confirms that the Company has increased
revenues, cash flow, assets, and cash reserves in 2011 compared to
the previous year, as well as quarter over quarter improvement.
Financial Results
Revenues for Q4 were $1.92 million as compared to $1.49 million
for the previous three quarters combined. Income from Operations
for Q4 was a positive $3,118 as compared to a loss of $8.8 million
in the three previous quarters combined. Net loss for Q4 was only
$340,000 as compared to $9.95 million for the previous three
quarters combined. Net cash used in operations was only $250,000
as compared to $2.02 million in the previous three quarters
combined. The Company's fiscal first quarter ended Oct. 31, 2011,
and the corresponding 10Q should be filed within the coming weeks.
"For the first time since the formation of the Company almost 6
years ago, the going concern opinion has been lifted by our
independent auditors, reflecting the progress we have made in
executing our strategy," noted Jeremy G. Driver, President and
Chief Executive Officer of Strategic American Oil Corporation.
"The annual 10-K just filed should indicate to any discerning
investor the vast improvements both operationally and financially
to the Company. Strategic American Oil will continue to increase
production, revenues, cash flow, assets, and income. We fully
expect our first quarter results will continue this positive
trend."
About Strategic American
Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois. The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
The Company's balance sheet at April 30, 2011, showed $17.51
million in total assets, $11.69 million in total liabilities and
$5.82 million in total stockholders' equity.
Going Concern
As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.
In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011. The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.
STRATEGIC AMERICAN: Incurs $10.3 Million Net Loss in Fiscal 2011
----------------------------------------------------------------
Strategic American Oil Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, reporting
a net loss of $10.28 million on $3.41 million of revenue for the
year ended July 31, 2011, compared with a net loss of
$3.49 million on $531,736 of revenue for the same period during
the prior year.
The Company's balance sheet at July 31, 2011, showed
$16.93 million in total assets, $10.30 million in total
liabilities, and $6.62 million in total stockholders' equity.
MaloneBailey, LLP, in Houston, Texas, the Company's auditors, did
not include a "going concern" qualification in its report on the
Company's financial statements.
As reported by the TCR on March 25, 2011, MaloneBailey expressed
substantial doubt about Strategic American Oil's ability to
continue as a going concern following the Company's results for
the fiscal year ended July 31, 2010. The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficit.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/WuQCQB
About Strategic American
Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois. The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
STRATEGIC AMERICAN: Amends 2010 Annual Report
---------------------------------------------
Strategic American filed an amendment to its annual report on Form
10-K for the fiscal year ended July 31, 2010, in response to
guidance that the Company received from staff at the Securities
and Exchange Commission. The purpose of the amendment is to:
* restate the Company's previously issued consolidated
financial statements to recognize an expense for the fair
market value of modifications to the terms of certain
warrants;
* restate the Company's previously issued consolidated
financial statements to reflect a change in the valuation
model from a black-sholes option pricing model to a lattice
model for certain warrants;
* add Note 2, "Restatement of Previously Issued Consolidated
Financial Statements," to show the effects of the restatement
on the Consolidated Balance Sheet and Statement of Operations
as of and for the year ended July 31, 2010;
* reflect the restatements of the Company's financial
statements in its management discussion and analysis and risk
factors;
* correct the Summary Compensation Table to reflect the grant-
date fair value of option awards (originally the compensation
expense recognized was reflected); and
* to include an additional exhibit under Item 15, specifically,
exhibit 99.1
The Company's restated statement of operations reflects a net loss
of $3.49 million on $531,736 of revenue for the year ended
July 31, 2011, compared with a net loss of $3.82 million on
$531,736 of revenue as originally reported.
The Company's restated balance sheet at July 31, 2010, showed
$2.52 million in total assets, $2.24 million in total liabilities
and $279,874 in total stockholders' equity, compared with $2.52
million in total assets, $3.15 million in total liabilities and a
$629,135 total stockholders' deficit as originally disclosed.
A full-text copy of the Amended Annual Report is available for
free at http://is.gd/S8FeNY
About Strategic American
Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois. The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
The Company reported a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.
The Company's balance sheet at July 31, 2011, showed $16.93
million in total assets, $10.30 million in total liabilities and
$6.62 million in total stockholders' equity.
SUMMER VIEW: Taps Karasik Law Group as Bankruptcy Counsel
---------------------------------------------------------
Summer View Sherman Oaks LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Karasik Law Group, LLP as its general bankruptcy counsel.
As counsel, Karasik will give legal advice to Summer View on the
use or sale of the property of its estate, payment of pre-
bankruptcy debt, among other things.
The firm will also be tasked to examine and file objections to
claims, negotiate with secured and unsecured creditors, prepare
legal papers and develop a plan of reorganization for Summer View.
In exchange for its services, Karasik will be paid on an hourly
basis and will be reimbursed for its expenses. The firm's hourly
rates are:
Professionals Hourly Rates
------------- ------------
Partner $300
Co-counsel/Associate $250
Paralegal $75
In a statement, Karasik assured the Court that it is a
disinterested party.
About Summer View Sherman
The West Hollywood, California-based Summer View Sherman Oaks LLC,
aka Summer View Sherman Oaks Apartments LLC, a single-asset real
estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011. Judge Alan M. Ahart
presides over the case. The Debtor disclosed $23,228,304 in
assets and $16,535,378 in liabilities as of the Chapter 11 filing.
The petition was signed by Sonia Sobol, member.
SUMMIT III: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Summit III LLC filed with the Bankruptcy Court for the Northern
District of West Virginia its schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $12,650,000
B. Personal Property $5,700
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $5,444,100
E. Creditors Holding
Unsecured Priority
Claims $18,247
F. Creditors Holding
Unsecured Non-priority
Claims $7,588,537
----------- -----------
TOTAL $12,655,700 $13,050,884
About Summit III
Summit III LLC, based in Snowshoe, West Virginia, filed for
bankruptcy (Bankr. N.D. W.Va. Case No. 11-01448) on Aug. 11, 2011.
Judge Patrick M. Flatley presides over the case. Steven L.
Thomas, Esq., at Kay, Casto & Chaney, serves as the Debtor's
bankruptcy counsel. In its petition, the Debtor estimated $10
million to $50 million in assets and $1 million to $10 million in
debts. The petition was signed by Samuel M. Levin, Summit III's
manager.
SUMMO INC: Taps Hoff & Leigh to Sell Pueblo, Colorado Properties
----------------------------------------------------------------
Summo, Inc., asks the U.S. Bankruptcy Court for the District of
Colorado for permission to employ Holly Trinidad of Hoff & Leigh,
Inc., as realtor.
Hoff & Leigh will sell the Debtor's real property -- Pinon Ridge
Commercial Subdivision Lots PR-B, PR-C, PR-D, PR-F, PR-G, PR-J,
PR-K, PR-L, PR-M, PRP, PR-R, PR-S, Pueblo, Colorado.
The Debtor proposes to pay Hoff & Leigh a 7.0% sale commission of
the gross purchase price.
To the best of the Debtor's knowledge, Hoff & Leigh is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Summo Inc.
Pueblo, Colorado-based Summo Inc., fka Pinion Ridge, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-28971) on
Aug. 9, 2011. Judge Elizabeth E. Brown presides over the case.
Daniel K. Usiak, Jr., Esq., at Usiak Law Firm, serves as the
Debtor's bankruptcy counsel. The Debtor scheduled $15,845,500 in
assets and $4,809,760 in debts. The petition was signed by John
Musso, president.
The U.S. Trustee said that an official committee has not been
appointed in the bankruptcy case of Summo Inc., fka Pinion Ridge,
LLC, because an insufficient number of persons holding unsecured
claims against the Debtor have expressed interest in serving on a
committee. The U.S. Trustee reserves the right to appoint such a
committee should interest developed among the creditors.
SUNCOAST ALUMINUM: Emerges From Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Casual Living reports that Suncoast Aluminum Furniture Inc. has
successfully emerged from bankruptcy, reducing its debt and
securing the working capital support to continue to serve its
customers.
"We are pleased to have emerged from bankruptcy in less than 12
months after filing," the report quotes Rajiv Varshney, president
of Suncoast, as saying. "The great support of our strong
workforce, customers and vendor community was a critical aspect
to finalizing a plan which allows Suncoast to provide the best
outcome possible to all parties and maintain our solid reputation
for quality going forward."
The report says, in connection with its restructuring, the
company's secured debt was refinanced, providing the company with
a significantly improved balance sheet and working capital to
operate.
"Mr. Varshney and his management team were committed to saving
their company, not only to survive and keep jobs, but also to
emerge stronger and well-positioned. They have done a great job,"
the report quotes Jacen Dinoff -- jdinoff@kcpadvisory.com -- of
KCP Advisory Group, as stating.
Based in Fort Myers, Florida, Suncoast Aluminum Furniture Inc.
filed for Chapter 11 bankruptcy protection on Dec. 3, 2010 (Bankr.
M.D. Fla. Case No. 10-29108). Judge David H. Adams presides over
the case. Stephen R. Leslie, Esq., Stichter, Riedel, Blain &
Prosser, represented the Debtor. KCP Advisory Group LLC served as
financial advisor. The Debtor estimated both assets and debts
of between $1 million and $10 million.
SUNQUEST INFORMATION: S&P Rates Credit Facilities at 'B+'
---------------------------------------------------------
"We are assigning a 'B+' issue-level rating and a '2' recovery
rating to U.S. software applications and medical information
systems provider Sunquest Information Systems' $410 million first-
lien credit facilities," Standard & Poor's said.
In addition, we are assigning a 'CCC+' issue-level rating to the
company's $245 million second-lien term loan with a '6' recovery
rating," S&P related.
"The stable outlook reflects our expectation that Sunquest's high
revenue visibility and good EBITDA generation will result in
gradual de-leveraging in the intermediate term," S&P said.
SUPERMEDIA INC: Commences Tender Offer to Repurchase Debt
---------------------------------------------------------
As previously announced, on Nov. 8, 2011, SuperMedia Inc. entered
into the Second Amendment to the Loan Agreement, dated as of
Dec. 31, 2009, by and among the Company, lenders from time to time
party thereto and JPMorgan Chase Bank, N.A., as collateral agent
and administrative agent for the lenders. The Amendment, among
other things, allows the Company to repurchase an retire debt
below par, subject to the procedures and conditions set forth in
the Loan Agreement.
Under the terms and conditions of the Loan Agreement, the Company
has commenced a tender offer to utilize up to approximately
$117,000,000 to repurchase debt at a price of 43% to 46% of par.
The tender offer will expire at 3:00 p.m., New York City time, on
Monday, Nov. 21, 2011.
About Idearc Inc.
Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher. Idearc was spun off from Verizon Communications, Inc.
Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828). The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts. The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.
William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors. The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.
Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009. In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc. Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.
Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary. Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior. The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow. SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.
While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.
The Company also reported a net loss of $909 million on $1.25
billion of operating revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $252 million on $750 million of
operating revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $1.83
billion in total assets, $2.75 billion in total liabilities and a
$924 million total stockholders' deficit.
SWORDFISH FINANCIAL: Incurs $238,000 Third Quarter Net Loss
-----------------------------------------------------------
Swordfish Financial, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $238,499 for the three months ended Sept. 30, 2011,
compared with a net loss of $329,231 for the same period a year
ago.
The Company reported a net loss of $2.69 million on $0 of net
sales for the year ended Dec. 31, 2010, compared with a net loss
of $1.94 million on $0 of net sales during the prior year.
The Company also reported a net loss of $961,223 for the nine
months ended Sept. 30, 2011, compared with a net loss of $795,962
for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$3.90 million in total assets, $5.81 million in total liabilities,
and a $1.91 million total stockholders' deficit.
The Company said that its recurring net losses and inability to
generate sufficient cash flows to meet its obligations and sustain
its operations raise substantial doubt about its ability to
continue as a going concern.
As reported by the TCR on April 25, 2011, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Florida, expressed substantial doubt
about the Company's ability to continue as a going concern. The
independent auditors noted that the company has suffered recurring
losses from operations and negative cash flows from operations the
past three years.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/CW52zk
About Swordfish Financial
Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets. Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.
TALON THERAPEUTICS: Incurs $706,000 Third Quarter Net Loss
----------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $706,000 for the three months ended Sept. 30, 2011,
compared with a net loss of $7.92 million for the same period a
year ago.
The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.
The Company also reported a net loss of $17.17 million for the
nine months ended Sept. 30, 2011, compared with a net loss of
$19.71 million for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$5.66 million in total assets, $32.66 million in total
liabilities, $30.64 million in 10 million shares authorized, and a
$57.64 million total stockholders' deficit.
The Company does not generate any recurring revenue and will
require substantial additional capital before it will generate
cash flow from its operating activities, if ever. The Company
does not currently have sufficient capital to fund its entire
development plan beyond 2011. The Company's continued operations
depend entirely upon obtaining additional capital. The Company
will be unable to continue development of its product candidates
unless it is able to obtain additional funding through equity or
debt financings or from payments in connection with potential
strategic transactions. The Company can give no assurances that
any additional capital that it is able to obtain, if any, will be
sufficient to meet its needs. Moreover, there can be no assurance
that such capital will be available to the Company on favorable
terms or at all, especially given the current economic environment
which has severely restricted access to the capital markets. If
anticipated costs are higher than planned or if the Company is
unable to raise additional capital, it will have to significantly
curtail planned development to maintain operations through 2011.
These conditions raise substantial doubt as to the Company's
ability to continue as a going concern.
As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern. BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/SBAGSo
About Talon Therapeutics
Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care. The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas. The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.
Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc. The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.
TALON THERAPEUTICS: Files Form S-8, Registers 150,000 Shares
------------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
150,000 shares of common stock for issuance under the 2006
Employee Stock Purchase Plan, thus increasing the total number of
shares registered for issuance under the Plan from 187,500 to
337,500. A full-text copy of the Form S-8 is available for free
at http://is.gd/uJ9A6A
About Talon Therapeutics
Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care. The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas. The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.
Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc. The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.
The Company's balance sheet at June 30, 2011, showed
$11.58 million in total assets, $38.08 million in total
liabilities, $30.64 million in redeemable convertible preferred
stock, and a $57.14 million total stockholders' deficit.
The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year. The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever. The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.
As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern. BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.
TBS INTERNATIONAL: In Talks with Bankers on Debt Restructuring
--------------------------------------------------------------
TBS International plc is continuing its discussions with its
consortium of bankers to restructure its bank debt and alleviate
some of the pressure on its cash flow. The discussions continue
to focus on reaching agreements with all of the Company's
different lending syndicates.
While the Company's discussions with its lenders have not reached
the stage where the terms of a restructuring have been fully
agreed upon, the Company is continuing to meet all of its
obligations to its vendors, shippers and consignees even though
its lenders have made it clear that they would not agree to a
restructuring in which any value were attributed to the Company's
common equity.
Although the Company cannot assure you that agreement will be
reached, negotiations continue to take a positive tone. The
Company has a forbearance in place through Dec. 15, 2011, and is
exploring the possibilities for an extension thereof to allow the
Company and its bankers to continue negotiating a more permanent
solution.
During this period the Company wants to remind all of its
customers, vendors and business partners that its business
continues as usual with all vendors being paid in the normal
course on a timely basis.
About TBS International plc
Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects,
operations, port services and strategic planning. The TBS
shipping network operates liner, parcel and dry bulk services,
supported by a fleet of multipurpose tweendeckers and
handysize/handymax bulk carriers, including specialized heavy-
lift vessels and newbuild tonnage. TBS has developed its
franchise around key trade routes between Latin America and
China, Japan and South Korea, as well as select ports in North
America, Africa, the Caribbean and the Middle East.
The Company reported a net loss of US$247.76 million on US$411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$67.04 million on US$302.51 million
of total revenue during the prior year.
The Company also reported a net loss of $55.16 million on $282.64
million of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $29.21 million on $311.06 million of
total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $659.28
million in total assets, $409.77 million in total liabilities and
$249.51 million in total shareholders' equity.
PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern. PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under
the agreements would make the debt callable. According to PwC,
this has created uncertainty regarding the Company's ability to
fulfill its financial commitments as they become due.
As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal
Bank of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities"). The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising
the financial covenants, including covenants related to the
Company's consolidated leverage ratio, consolidated interest
coverage ratio and minimum cash balance, and modifying other
terms of the Credit Facilities.
The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.
As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation. In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.
TELKONET INC: Anthony Paoni to Resign from Board of Directors
-------------------------------------------------------------
Anthony J. Paoni, a member of the Board of Directors of Telkonet,
Inc., notified the Company of his intention to resign from the
Board effective as of Nov. 30, 2011. The resignation was not due
to any disagreement with the Company, and Mr. Paoni has expressed
his willingness to assist with any transitional issues during the
remainder of his tenure on the Board.
The Company is in the process of recruiting an individual to fill
the vacancy on the Board that will result from Mr. Paoni's
resignation and expects to appoint a new member prior to the
effective date of Mr. Paoni's resignation.
About Telkonet
Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.
The Company's balance sheet at Sept. 30, 2011, showed $16.46
million in total assets, $3.99 million in total liabilities,
$856,434 in redeemable preferred stock Series A, $1.32 million in
redeemable preferred stock, Series B, and $10.29 million total
stockholders' equity.
RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results. RBSM noted that the Company has incurred
significant operating losses in current year and also in the past.
TERRESTAR CORP: Gets Interim Approval to File Plan Until Dec. 21
----------------------------------------------------------------
The Hon. Sean H. Lane the U.S. Bankruptcy Court for the Southern
District of New York, in an bridge order, extended Terrestar
Corporation, et al.'s exclusive period to file a proposed Chapter
11 Plan, until the Dec. 21, 2011.
The Court will convene a hearing on Dec. 21, to consider the
Debtors' request to extend their exclusive periods to file and
solicit acceptances for the proposed Chapter 11 Plan until
Feb. 13, 2012, and April 13, respectively. Objections, if any,
are due Dec. 14, at 5:00 p.m. (Eastern Time).
The Debtors stated that an amendment to their debtor-in-possession
financing facility provides for confirmation of a plan for the TSC
Debtors no later than Jan. 15, 2012. A hearing on the Disclosure
Statement is scheduled for Jan. 10, 2012.
The Debtor related the request is supported by Highland Capital
Management, L.P. and certain of its affiliated and managed funds,
Solus Alternative Asset Management LP, and Harbinger Capital
Partners LLC and certain of its affiliated and managed funds (the
Preferred Stockholders).
If the TSC Debtors withdraw the Plan, the Preferred Stockholders
reserve the right to seek to terminate the exclusive periods.
The Plan
The Disclosure Statement dated Aug. 3, 2011 explains the joint
plan of reorganization the TSC Debtors filed on July 22, 2011.
Copies of the Plan Documents are available for free at:
http://bankrupt.com/misc/Terrestar_Corp_Plan.pdf
http://bankrupt.com/misc/Terrestar_Corp_DS.pdf
As previously reported by The Troubled Company Reporter on
Aug. 12, 2011, the Disclosure Statement reveals that holders of
$4.32 million in bridge loan claims against TSC and TerreStar
Holdings Inc. will recover 98% of their claims. Holders of
$35 million to $165 million in general unsecured claims against
TSC and TerreStar Holdings will have a 100% recovery through the
receipt of notes and new preferred stock. Holders of general
unsecured claims against the other TSC Debtors (aggregating $105
million to $108 million for each Debtor) will have a 0% to 100%
recovery (with the payment in the form of cash or equity in the
reorganized entity). Holders of Preferred Series A and Series B
TSC Interests aggregating $318.5 million will recover 4.3% to
45.1%, with each holder receiving its pro rata share of the new
common stock of reorganized TSC. Existing equity interests in TSC
will be cancelled and holders of those interests will receive no
distributions.
The Plan also provides for the issuance of New Common Stock, New
Preferred Stock, and New TSC Notes. On the Plan Effective Date,
the Reorganized Debtors will become private, nonreporting
companies, and the Plan Securities will be not be registered or
listed on any national securities exchange.
About TerreStar Corp. and TerreStar Networks
TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.
TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010. The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.
TSC is the parent company of each of the October Debtors. TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.
TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL). The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.
TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission. TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.
TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones. The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue. TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.
TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent. Blackstone
Advisory Partners LP is the financial advisor. The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.
Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases. FTI Consulting, Inc., is the Committee's financial
advisor.
TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion. TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.
TERRESTAR CORP: Objects to Elektrobit Corp's Claims in Case
-----------------------------------------------------------
EB has been informed that TerreStar Corporation and certain of its
preferred shareholders, filed objections to claims asserted by
EB's subsidiary, Elektrobit Inc, in the Chapter 11 reorganization
case of TerreStar Corporation. EB's claims are partly based on a
guarantee issued by TerreStar Corporation on EB's accounts
receivable from TerreStar Corporation's subsidiary, TerreStar
Networks Inc, and partly based on TerreStar Corporation's direct
contractual obligations towards EB. The objection includes a
request to the United States Bankruptcy Court to disallow the
portion of claims based on the guarantee and reduce the portion of
claim based on the TerreStar Corporation's direct contractual
obligations towards EB. Specifically, the objectors seek to
disallow a portion of EB's claims against TerreStar Corporation
totaling approximately US$ 25.5 million (including approximately
US$ 24.8 million in obligations that were guaranteed by TerreStar
Corporation and US$ 650,890 for goods supplied to and payable by
TerreStar Networks in due course on a priority basis in its
Chapter 11 liquidation case), as well as claims by EB for payment
of attorneys' fees, costs and interest in unliquidated amounts.
Under the United States Bankruptcy Code, with limited exceptions a
creditor's filed claim is presumed to be valid in the amount filed
unless another party objects. The filing of an objection
commences a litigation process in which the creditor is generally
required to prove to the Bankruptcy Court the validity and amount
of its claim. Thus, due to the objection filed by TerreStar
Corporation and the joint objection filed by the preferred
shareholder group, EB's claims will be subject to litigation in
the United States Bankruptcy Court. EB expects to vigorously
defend its claims against the objections, but speculation
regarding the likely outcome of the dispute is premature at this
time.
On October 19, 2010, TerreStar Networks and certain other
affiliates of TerreStar Corporation and on February 16, 2011, the
parent company TerreStar Corporation filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code to strengthen their financial position. Generally in a
Chapter 11 case, any distribution of cash or other assets by a
debtor to satisfy pre-bankruptcy claims of its creditors must be
made under a Chapter 11 plan of reorganization or liquidation. As
part of the process of reconciling accounts in preparation for
making distributions under a plan, often Chapter 11 debtors (and
occasionally other parties in interest) challenge the amount or
validity of some creditor claims. More particularly, in cases
when a proposed Chapter 11 plan is disputed, it is not uncommon
for the debtor or other plan proponents to seek to challenge the
amount or validity of the claim of a creditor who has objected to
the plan. Here, EB has lodged objections to the proposed plan and
related creditor disclosures submitted by TerreStar Corporation to
the Bankruptcy Court, and the parties objecting to EB's claim have
scheduled the hearing on their objections on January 10, 2012, the
date scheduled for a hearing on TerreStar Corporation's proposed
creditor disclosures.
On November 17, 2011, EB's receivables from TerreStar amounted to
approximately US$ 25.8 million (EUR 19.2 million as per exchange
rate of November 17, 2011), which it has claimed in the Chapter 11
cases of both TerreStar Networks and TerreStar Corporation. In
addition to the booked receivables, EB has also claimed additional
costs in the amount of approximately US$ 2.1 million (EUR 1.6
million as per exchange rate of November 17, 2011) (at least) and
resulting mainly from the ramp down of the business operations
between the parties. Thus, EB has asserted claims against each of
the TerreStar entities in amounts totaling US$ 27.9 million (EUR
20.7 million as per exchange rate of November 17, 2011). Due to
uncertainties related to the accounts receivable, EB booked an
impairment of the accounts receivable in the amount of EUR 8.3
million during the second half of 2010.
The objection now filed does not change the current assumption
that there will be no further bookings of impairments of EB's
accounts receivable from TerreStar Networks and TerreStar
Corporation and therefore does not affect EB's profit outlook for
the second half of 2011. It is possible that, based on later
information related to Chapter 11 cases of TerreStar Networks and
TerreStar Corporation and litigation on EB's claim, the above-
mentioned outlook may need to be reconsidered. Due to the
uncertainties related to the outcome of reorganization processes
of TerreStar Networks and TerreStar Corporation, the credit risk
may still grow during the second half of 2011. Should the
accounts receivable not be collected at all, either from TerreStar
Networks or TerreStar Corporation, an impairment loss and costs
related to the collection process would additionally lower EB's
operating result on a non-recurring basis by approximately EUR 10
million, at maximum (US$-nominated items as per exchange rate of
November 17, 2011). However, this would not have any significant
negative effect on EB's cash flow.
About TerreStar Corp. and TerreStar Networks
TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.
TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010. The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.
TSC is the parent company of each of the October Debtors. TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.
TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL). The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.
TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission. TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.
TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones. The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue. TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.
TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.
Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent. Blackstone
Advisory Partners LP is the financial advisor. The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.
Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases. FTI Consulting, Inc., is the Committee's financial
advisor.
TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion. TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.
TOPS HOLDING: Posts $6.4 Million Net Income in Oct. 8 Quarter
-------------------------------------------------------------
Tops Holding Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting
net income of $6.44 million on $538.60 million of net sales for
the 12-week period ended Oct. 8, 2011, compared with a net loss of
$7.55 million on $519.85 million of net sales for the 12-week
period ended Oct. 9, 2010.
The Company also reported net income of $4.64 million on
$1.81 billion of net sales for the 40-week period ended Oct. 8,
2011, compared with a net loss of $13.17 million on $1.72 billion
of net sales for the 40-week period ended Oct. 9, 2010.
The Company's balance sheet at Oct. 8, 2011, showed
$660.65 million in total assets, $720.64 million in total
liabilities, and a $59.99 million total shareholders' deficit.
Frank Curci, Tops' President and CEO, commented, "Our strategy to
provide our customers with a wide variety of choices and great
savings opportunities combined with the successful integration of
our Penn traffic acquisition and our focus on operating
efficiencies drove our solid sales growth and dramatic increase in
operating income in the quarter. Our business continues to
improve and customers are responding to our various merchandising
initiatives, as well as our store remodel program. Gasoline sales
also remain strong with our gas rewards program contributing to
brand loyalty and customer retention."
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/SPXuUk
About Tops Markets
Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues. In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic. Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order. The remaining
48 stores are in the final process of being re-branded as Tops
stores. Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.
* * *
According to the Troubled Company Reporter on Nov. 10, 2010,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Tops Holding Corp. to Caa1 from
B3, and downgraded the rating of its $350 million of secured bonds
to Caa1 from B3. The rating outlook is stable. This concluded
the review for possible downgrade started on August 10, 2010.
TRAILER BRIDGE: Common Stock to be Delisted from Nasdaq
-------------------------------------------------------
Trailer Bridge, Inc., announced that its stock will be delisted as
of the opening of business on Nov. 28, 2011, and that Nasdaq will
file a Form 25-NSE with the Securities and Exchange Commission,
which will remove the Company's securities from listing and
registration on Nasdaq. This decision by Nasdaq comes following
the Company's announcement on Nov. 16, 2011, that it filed a
petition for protection under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the Middle District
of Florida.
After the Company's common stock is delisted by Nasdaq, it may
trade on the OTC Bulletin Board or the Pink OTC Markets, Inc., but
only if a market maker applies to quote the Company's common
stock.
The Company will continue to file periodic reports with the SEC
pursuant to the requirements of the Securities Exchange Act of
1934 as amended.
About Trailer Bridge
Trailer Bridge, Inc. provides integrated trucking and marine
freight service to and from all points in the lower 48 states and
Puerto Rico and Dominican Republic, bringing efficiency, service,
security and environmental and safety benefits to domestic cargo
in that traffic lane. This total transportation system utilizes
its own trucks, drivers, trailers, containers and U.S. flag
vessels to link the mainland with Puerto Rico via marine
facilities in Jacksonville, San Juan and Puerto Plata.
TRANS ENERGY: Reports $616,000 Net Income in Third Quarter
----------------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $616,173 on $5.31 million of revenue for the three months ended
Sept. 30, 2011, compared with net income of $23.57 on
$2.03 million of revenue for the same period during the prior
year.
The Company also reported net income of $11.36 million on
$10.83 million of revenue for the nine months ended Sept. 30,
2011, compared with net income of $21.38 million on $4.64 million
of revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$55.69 million in total assets, $26.18 million in total
liabilities, and $29.51 million in total stockholders' equity.
"Because our credit facility matures in six months and we do not
currently have the ability to repay the credit facility, there is
substantial doubt about our ability to continue as a going
concern," the Company said.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/iJA0D5
About Trans Energy
St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas. Its
operations are presently focused in the State of West Virginia.
TRANS-LUX CORPORATION: Incurs $2.1-Mil. Net Loss in 3rd Quarter
---------------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.15 million on $7.11 million of total revenues for the three
months ended Sept. 30, 2011, compared with a net loss of
$1.23 million on $7.07 million of total revenues for the same
period during the prior year.
Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.
The Company also reported a net loss of $5.45 million on $17.12
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $5.25 million on $18.73 million
of total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $29.73
million in total assets, $35.31 million in total liabilities and a
$5.58 million total stockholders' deficit.
As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency. In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009. Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/QN2oi0
About Trans-Lux Corporation
Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.
UNITED STATES OIL: Incurs $1.2 Million Net Loss in Third Quarter
----------------------------------------------------------------
United States Oil and Gas Corp filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.18 million on $1.66 million of net sales for the
three months ended Sept. 30, 2011, compared with net income of
$10,501 on $1.65 million of net sales for the same period during
the prior year.
The Company reported a net loss of $1.3 million on $24.7 million
of revenue for 2010, compared with a net loss of $1.5 million on
$9.4 million of revenue for 2009.
The Company also reported a net loss of $2.37 million on
$5.10 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $611,957 on $4.93 million of net
sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$6.35 million in total assets, $7.43 million in total liabilities,
and a $1.07 million total stockholders' deficit.
As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results. The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/ehruiL
About United States Oil
United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.
UNIVERSAL BIOENERGY: Incurs $557,000 Net Loss in Third Quarter
--------------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $557,091 on $13.85 million of revenue for the three
months ended Sept. 30, 2011, compared with a net loss of $541,365
on $6.38 million of revenue for the same period during the prior
year.
The Company reported a net loss of $2.00 million on $41.32 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.87 million on $0 of revenue during the prior year.
The Company also reported a net loss of $1.37 million on
$49.90 million of revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $955,284 on $20.35 million of
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$3.02 million in total assets, $3.56 million in total liabilities,
and a $540,428 total stockholders' deficit.
A full-text copy of the Form 10-Q is available for free at:
http://is.gd/jirW4r
About Universal Bioenergy
Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California. The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.
S.E.Clark & Company, P.C., in Tucson, Arizona, the Company's
independent auditors, noted that the accumulation of losses and
shortage of capital raise substantial doubt about the Company's
ability to continue as a going concern.
USPROTECT CORP: Labor Dept. Recovers Nearly $8MM in Back Wages
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
approved a global settlement that allows the U.S. Department of
Labor to recover $7,968,744 in back wages, fringe benefits and
401(k) plan assets for more than 2,000 security guards formerly
employed by USProtect Corp., a defunct Silver Spring company that
provided security services for federal buildings across the
country. The decision resolves the Labor Department's actions
against the company related to violations of the McNamara O'Hara
Service Contract Act and the Employee Retirement Income Security
Act.
Investigations were conducted by the department's Wage and Hour
Division and its Employee Benefits Security Administration when
the company could not meet its payroll. Investigators found that
the company failed to pay hundreds of employees for their last 2
1/2 weeks of work, and many employees were not paid the prevailing
wage for their geographic areas or fringe benefits. The company
also failed to remit employee salary deferral contributions to
their 401(k) plan accounts.
The settlement between the federal government and a bankruptcy
trustee allows for a total recovery of $7,968,744, of which
$6,951,977 was recovered for the employees' wages and cash fringe
benefits. The remaining $1,016,767 was recovered for the
employees' 401(k) accounts.
"I am very pleased that former USProtect employees will receive
the back wages, fringe benefits and retirement assets they earned
and are owed," said Secretary of Labor Hilda L. Solis. "This
settlement represents a remarkable recovery for a bankruptcy
proceeding and is due to the coordinated effort of the Department
of Labor's agencies, Department of Justice attorneys, the
bankruptcy trustee and various federal contracting agencies."
USProtect Corp. was contracted to provide security services for
the Social Security Administration, the U.S. Department of
Justice, the U.S. Army, the U.S. Air Force, the U.S. Department of
Homeland Security, the Court Services and Offender Supervision
Agency for the District of Columbia, the Naval Facilities
Engineering Command and the District of Columbia Superior Court.
Contracts covered services provided in California, Delaware, the
District of Columbia, Louisiana, Maryland, Mississippi, Missouri,
New Jersey, Oklahoma, Pennsylvania, Texas and the Virgin Islands.
The McNamara-O'Hara Service Contract Act requires contractors and
subcontractors performing on federal service contracts in excess
of $2,500 to pay service employees no less than the wage rates and
fringe benefits found prevailing in the locality for the
classification of work that they perform.
The investigations were conducted by the Baltimore District Office
of the Wage and Hour Division and the Washington District Office
of the Employee Benefits Security Administration. The bankruptcy
matter was handled by the Justice Department working in
cooperation with attorneys from the Labor Department's Regional
Office of the Solicitor in Arlington, Va.
About USProtect
Silver Spring, Maryland-based USProtect Corp. --
http://www.usprotect.com/-- provides physical security, guard
force protection, risk and vulnerability assessment, and emergency
preparedness services to the U.S. Federal Government and its
contractors, and to commercial entities in the nation's critical
infrastructure. It provides consulting services in facility
design, program implementation, and testing, and armed or unarmed
guard force protection at hundreds of facilities throughout the
United States, ensuring personnel and property safety and security
while preserving the health and safety of the public.
Wachovia Bank, NA and two other creditors filed involuntary
chapter 7 petition against USProtect with the U.S. Bankruptcy
Court for the District of Maryland.
VENTO FAMILY: Hires Michael H. Singer as Special Counsel
--------------------------------------------------------
Vento Family Trust asks permission from the U.S. Bankruptcy Court
for the District of Nevada to employ Michael H. Singer, Ltd. as
special counsel.
Upon retention, the firm will, among other things
a. defend three actions currently pending in Clark County
District Court against the Debtor;
b. defend two breach of contract actions currently pending in
Clark County District Court against the Debtor, filed by
City National Bank (Case A-10-626177-C) and Bank of North
Las Vegas (Case A-11-638749-C); and
c. defend an Application for Deficiency Judgment currently
pending in Clark county District Court against the Debtor,
filed by Nevada Commerce Bank (Case A-10-631689-B).
The firm's rates are:
Personnel Rates
--------- -----
Attorneys Not exceeding $475/hour
Law Clerks Not exceeding $250/hour
Paralegals Not exceeding $205/hour
The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
About Vento Family Trust
Based in Henderson, Nevada, Vento Family Trust was formed in 1990
for the purpose of holding business related real estate assets of
Carmine and Ann Vento. The Trust filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-33909) on Dec. 27, 2010.
Judge Mike K. Nakagawa presides over the case. Jason C.
Farrington, Esq., and Timothy S. Cory, Esq., at Timothy S. Cory &
Associates, in Las Vegas, represents the Debtor. In its amended
schedules, the Debtor disclosed $12,840,000 in assets and
$11,273,400 in liabilities.
VERTICAL COMPUTER: Unit Unveils PTS at NOW Solutions Conference
---------------------------------------------------------------
Vertical Computer Systems, Inc., announced that its subsidiary
Priority Time Systems, Inc., has released PTS, its time and
attendance product suite.
This product was unveiled at the NOW Solutions User Conference in
San Francisco during the week of Nov. 7, 2011, to NOW Solutions
clients, who represent various industries, including healthcare,
manufacturing, banking, education, national defense and the public
sector.
"We are very pleased with the initial response from our NOW
Solutions Human Resources and Payroll customers," said Richard
Wade, President and CEO of VCSY. "The PTS offering will be sold
as a best-of-breed solution, working seamlessly with other HR and
payroll solutions and as an add-on to our NOW Solutions' emPath
payroll and human resource software."
About Vertical Computer
Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.
The Company reported a net loss of $287,150 on $4.58 million of
total revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $189,769 on $4.34 million of total revenues for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $1.13
million in total assets, $12.78 million in total liabilities and a
$9.90 million in total convertible cumulative preferred stock, and
a $21.55 million total stockholders' deficit.
MaloneBailey, LLP, in Houston, expressed substantial doubt about
Vertical Computer Systems' ability to continue as a going concern,
following the Company's 2010 results. The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency.
VIKING SYSTEMS: Amends Bylaws to Correct Typographical Errors
-------------------------------------------------------------
The Board of Directors of Viking Systems, Inc., adopted changes
to the Bylaws of the Company to reflect current practices and to
correct minor administrative and typographical errors. The
Amendment became effective immediately upon its adoption. The
Amendment included amendments to:
* Section 2.10, to clarify how shareholder votes and broker
non-votes will be counted at shareholder meetings;
* Section 7.9, to amend the section to reflect electronic share
delivery and current stock transfer practices; and
* Section 9.1, to replace the section in its entirety and
correct an administrative error as the language inserted
under the heading of Section 9.1 in the Company's SEC filing
of its Bylaws dated March 31, 2008, did not reflect the
language in Section 9.1 in the Company's actual operating
Bylaws. The restated Section 9.1 outlines the Company's
indemnification of its directors and officers.
A full-text copy of the Amended and Restated Bylaws is available
for free at http://is.gd/pIy4vT
About Viking Systems
Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery. The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.
The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern. Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010. "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.
The Company also reported a net loss of $1.87 million on $8.59
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.37 million $5.75 million of net
sales for the same period a year ago.
The Company reported a net loss applicable to common shareholders
of $2.44 million on $8.04 million of sales for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
shareholders of $1.07 million on $7.22 million of sales during the
prior year.
The Company's balance sheet at Sept. 30, 2011, showed $6.26
million in total assets, $2.59 million in total liabilities, all
current, and $3.66 million in total stockholders' equity.
VIN VIK: Court Confirms Amended Reorganization Plan
---------------------------------------------------
Bankruptcy Judge Harlin DeWayne Hale confirmed VIN VIK Inc.'s
Amended Plan of Reorganization pursuant to a Nov. 22 Findings of
Fact, Conclusions of Law and Order available at
http://is.gd/jj8lLMfrom Leagle.com. The Court approved the
Disclosure Statement explaining the Plan on Oct. 17, 2011. The
Amended Plan was filed Nov. 18, 2011. The Amended Plan does not
provide for the sale of any of the Debtor's property.
Terrell, Texas-based VIN VIK Inc. filed for Chapter 11 bankruptcy
(Bankr. N.D. Tex. Case No. 11-30215) on Jan. 4, 2011. Judge
Harlin DeWayne Hale presides over the case. Rakhee V. Patel, Esq.
-- rpatel@pronskepatel.com -- at Pronske & Patel, P.C., serves as
the Debtor's counsel. In its petition, the Debtor estimated
$1 million to $10 million in assets and debts. The petition was
signed by Gautam J. Desai, president.
VITESSE SEMICONDUCTOR: 2012 Annual Meeting Scheduled for Jan. 26
----------------------------------------------------------------
Vitesse Semiconductor Corporation will hold its 2012 Annual
Meeting of Stockholders on Thursday, Jan. 26, 2012.
About Vitesse
Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.
In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures. With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash. Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.
The Company reported a net loss of $7.73 million on $37.45 million
of net revenue for the three months ended Dec. 31, 2010, compared
with a net loss of $33.86 million on $41.65 million of net revenue
for the same period a year ago.
The Company's balance sheet at June 30, 2011, showed $72.02
million in total assets, $96.49 million in total liabilities and a
$24.47 million total stockholders' deficit.
* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In Re Grenier Engineering Inc.
Bankr. D. Ariz. Case No. 11-31578
Chapter 11 Petition filed November 14, 2011
See http://bankrupt.com/misc/azb11-31578.pdf
represented by: Albert H. Hartwell, Jr, Esq.
Law Offices Of Albert H Hartwell, Jr.
E-mail: noticehartwell@yahoo.com
In Re Marialuisa Salvador
Bankr. N.D. Calif. Case No. 11-60479
Chapter 11 Petition filed November 14, 2011
In Re Fernando Valdivia
Bankr. S.D. Calif. Case No. 11-18571
Chapter 11 Petition filed November 14, 2011
In Re The Blue Cottage, LLC
Bankr. D. Conn. Case No. 11-32865
Chapter 11 Petition filed November 14, 2011
See http://bankrupt.com/misc/ctb11-32865.pdf
represented by: Richard J. Novak, Esq.
Novak Law, P.C.
E-mail: rick.novaklawpc@gmail.com
In Re Noble Retail Group, Inc.
dba BP Ramona Blvd.
Bankr. M.D. Fla. Case No. 11-08285
Chapter 11 Petition filed November 14, 2011
See http://bankrupt.com/misc/flmb11-08285.pdf
represented by: Jason A. Burgess, Esq.
The Law Offices of Jason A. Burgess, LLC
E-mail: jason@jasonaburgess.com
In Re Club LED Miami, Inc.
dba L.E.D. Restaurant & Lounge Inc.
dba L.E.D. Restaurant & Lounge
dba Gato Marketing Group
Bankr. S.D. Fla. Case No. 11-41591
Chapter 11 Petition filed November 14, 2011
See http://bankrupt.com/misc/flsb11-41591.pdf
represented by: Zach B. Shelomith, Esq.
E-mail: zshelomith@lslawfirm.net
In Re Wash & Wax World, Inc.
Bankr. S.D. Fla. Case No. 11-41561
Chapter 11 Petition filed November 14, 2011
See http://bankrupt.com/misc/flsb11-41561.pdf
represented by: Steven G. Miller, Esq.
E-mail: sgmatty@aol.com
In Re Geoffrey Lynn
Bankr. S.D. Fla. Case No. 11-41604
Chapter 11 Petition filed November 14, 2011
In Re Scott Jordan
Bankr. N.D. Iowa Case No. 11-02531
Chapter 11 Petition filed November 14, 2011
In Re Wink Enterprises, Inc.
dba Marion Bowl
Bankr. N.D. Iowa Case No. 11-02530
Chapter 11 Petition filed November 14, 2011
See http://bankrupt.com/misc/ianb11-02530.pdf
represented by: Joseph A. Peiffer, Esq.
E-mail: joep@drpjlaw.com
In Re Bobby Gill
Bankr. E.D.N.C. Case No. 11-08694
Chapter 11 Petition filed November 14, 2011
In Re Ventra Operating Corp.
dba Van Gogh Movers
Bankr. E.D.N.Y. Case No. 11-49582
Chapter 11 Petition filed November 14, 2011
See http://bankrupt.com/misc/nyeb11-49582.pdf
represented by: Bruce Weiner, Esq.
Rosenberg Musso & Weiner LLP
E-mail: rmwlaw@att.net
In Re Ramon Arbona Garcia
Bankr. D. Puerto Rico Case No. 11-09827
Chapter 11 Petition filed November 14, 2011
In Re Wilson Irizarry Santiago
Bankr. D. Puerto Rico Case No. 11-09852
Chapter 11 Petition filed November 14, 2011
In Re Christian Private Academy Inc.
Bankr. D. Puerto Rico Case No. 11-09847
Chapter 11 Petition filed November 14, 2011
See http://bankrupt.com/misc/prb11-09847.pdf
represented by: George Otero Calero, Esq.
Otero & Associates
E-mail: otero_and_assoc@hotmail.com
In Re Fred Layman
Bankr. D. S.C. Case No. 11-07066
Chapter 11 Petition filed November 14, 2011
In Re Patrick Neal
Bankr. D. Ariz. Case No. 11-31671
Chapter 11 Petition filed November 15, 2011
In Re JM Kissimmee
Bankr. C.D. Calif. Case No. 11-23289
Chapter 11 Petition filed November 15, 2011
In Re Justo Parga
Bankr. C.D. Calif. Case No. 11-57164
Chapter 11 Petition filed November 15, 2011
In Re Asian One Properties, LLC
Bankr. D. Colo. Case No. 11-36773
Chapter 11 Petition filed November 15, 2011
filed pro se
In Re Abe Srour
Bankr. M.D. Fla. Case No. 11-21105
Chapter 11 Petition filed November 15, 2011
In Re John St.Clair & Associates, Inc.
Bankr. M.D. Fla. Case No. 11-21103
Chapter 11 Petition filed November 15, 2011
See http://bankrupt.com/misc/flmb11-21103.pdf
represented by: Robert C. Burnette, Esq.
E-mail: c175b@cs.com
In Re JC Miami Holdings, Inc.
Bankr. S.D. Fla. Case No. 11-41679
Chapter 11 Petition filed November 15, 2011
See http://bankrupt.com/misc/flsb11-41679.pdf
represented by: Janet C. Tacoronte, Esq.
E-mail: janet@jclawmiami.com
In Re Life Alarm Services, Inc.
Bankr. S.D. Ga. Case No. 11-12298
Chapter 11 Petition filed November 15, 2011
See http://bankrupt.com/misc/gasb11-12298.pdf
represented by: James T. Wilson, Jr., Esq.
E-mail: pam@jtwilsonlaw.com
In Re Alison Suggs
Bankr. M.D. La. Case No. 11-11813
Chapter 11 Petition filed November 15, 2011
In Re Yance Tsuchiyama
Bankr. D. Nev. Case No. 11-27793
Chapter 11 Petition filed November 15, 2011
In Re 69 E. 130th L.L.C.
Bankr. S.D.N.Y. Case No. 11-15267
Chapter 11 Petition filed November 15, 2011
See http://bankrupt.com/misc/nysb11-15267.pdf
represented by: Mark J. Friedman, Esq.
The Law Offices of Mark J. Friedman P.C.
E-mail: mfriedman@friedmanpc.com
In Re David Hancock
Bankr. E.D. Tenn. Case No. 11-52537
Chapter 11 Petition filed November 15, 2011
In Re Gerald Roy
Bankr. D. Virgin Islands Case No. 11-30020
Chapter 11 Petition filed November 15, 2011
In Re Model City Cleaners, Inc.
Bankr. M.D. Pa. Case No. 11-07695
Chapter 11 Petition filed November 15, 2011
See http://bankrupt.com/misc/pamb11-07695.pdf
represented by: Hae Yeon Baik, Esq.
Baik & Associates, P.C.
E-mail: haeyeon.baik@baikandassociates.com
In Re Jay Cantiberos
Bankr. D. Ariz. Case No. 11-31838
Chapter 11 Petition filed November 16, 2011
In Re Felipe Anguiano
Bankr. C.D. Calif. Case No. 11-57352
Chapter 11 Petition filed November 16, 2011
In Re Gladiator Inc.
Bankr. C.D. Calif. Case No. 11-23302
Chapter 11 Petition filed November 16, 2011
See http://bankrupt.com/misc/cacb11-23302.pdf
represented by: William G. Cort, Esq.
E-mail: williamcortcsc@gmail.com
In Re Thomas Day
Bankr. C.D. Calif. Case No. 11-57269
Chapter 11 Petition filed November 16, 2011
In Re Ernest Bonner
Bankr. N.D. Calif. Case No. 11-72110
Chapter 11 Petition filed November 16, 2011
In Re Advanced Business Services LLC
Bankr. D. Dela. Case No. 11-13661
Chapter 11 Petition filed November 16, 2011
See http://bankrupt.com/misc/deb11-13661.pdf
represented by: Anthony M. Saccullo, Esq.
A M Saccullo Legal, LLC
E-mail: ams@saccullolegal.com
In Re McClelland Agency, Inc.
Bankr. S.D. Ind. Case No. 11-81607
Chapter 11 Petition filed November 16, 2011
See http://bankrupt.com/misc/insb11-81607.pdf
represented by: Robert D. McMahan, Esq.
McMahan Law Firm
E-mail: tiffany@mcmahanlaw.net
In Re Donald Sauviac
Bankr. E.D. La. Case No. 11-13768
Chapter 11 Petition filed November 16, 2011
In Re Charles Obahiagbon
Isevbua Obahiagbon
Bankr. D. Md. Case No. 11-32691
Chapter 11 Petition filed November 16, 2011
In Re Kevin Hunter
Chrystal Hunter
Bankr. D. Md. Case No. 11-32696
Chapter 11 Petition filed November 16, 2011
In Re Arnold Pribula
Bankr. D. Nev. Case No. 11-53516
Chapter 11 Petition filed November 16, 2011
In Re Brian Davis
Bankr. D. Nev. Case No. 11-53521
Chapter 11 Petition filed November 16, 2011
In Re Athena 22, LLC.
Bankr. D. N.H. Case No. 11-14216
Chapter 11 Petition filed November 16, 2011
See http://bankrupt.com/misc/nhb11-14216.pdf
represented by: Robert L. O'Brien, Esq.
O'Brien Law
E-mail: robjd@mail2firm.com
In Re Giuseppe DeGaetano
Bankr. D. N.J. Case No. 11-43171
Chapter 11 Petition filed November 16, 2011
In Re Deborah Motahari
Bankr. E.D. N.C. Case No. 11-08748
Chapter 11 Petition filed November 16, 2011
In Re Alhambra Management LLC
Bankr. E.D. Pa. Case No. 11-18831
Chapter 11 Petition filed November 16, 2011
See http://bankrupt.com/misc/paeb11-18831.pdf
represented by: Dana S. Plon, Esq.
Sirlin Gallogly & Lesser, P.C.
E-mail: dplon@sirlinlaw.com
In Re Jerald Doughty
Bankr. W.D. Pa. Case No. 11-27013
Chapter 11 Petition filed November 16, 2011
In Re Robert Deane
Bankr. D. S.C. Case No. 11-07098
Chapter 11 Petition filed November 16, 2011
In Re Dumont Trucking Incorporated
Bankr. N.D. Texas Case No. 11-46378
Chapter 11 Petition filed November 16, 2011
See http://bankrupt.com/misc/txnb11-46378.pdf
represented by: John Park Davis, Esq.
Davis Law Firm
E-mail: john@johndavislaw.com
In Re Aslam Syed
Bankr. E.D. Va. Case No. 11-18242
Chapter 11 Petition filed November 16, 2011
In Re Parth Inc.
Bankr. E.D. Wis. Case No. 11-37207
Chapter 11 Petition filed November 16, 2011
See http://bankrupt.com/misc/wieb11-37207.pdf
represented by: Joseph W. Seifert, Esq.
Seifert Law Office
E-mail: seifert38@gmail.com
In Re Sondra Derderian
Bankr. C.D. Calif. Case No. 11-57514
Chapter 11 Petition filed November 17, 2011
In Re The Riley Company, LLC
Bankr. E.D. Calif. Case No. 11-93993
Chapter 11 Petition filed November 17, 2011
filed pro se
In Re Frances Greene
Bankr. N.D. Calif. Case No. 11-72130
Chapter 11 Petition filed November 17, 2011
In Re 21st Century Motorsports, LLC
Bankr. D. Conn. Case No. 11-52293
Chapter 11 Petition filed November 17, 2011
See http://bankrupt.com/misc/ctb11-52293.pdf
represented by: Gerald Hecht, Esq.
Gerald Hecht & Associates
In Re George Guidera
Bankr. D. Conn. Case No. 11-52292
Chapter 11 Petition filed November 17, 2011
In Re Daniel Donoghue
Bankr. D. Mass. Case No. 11-44811
Chapter 11 Petition filed November 17, 2011
In Re Barone Restaurants, Inc.
Bankr. D. N.J. Case No. 11-43295
Chapter 11 Petition filed November 17, 2011
See http://bankrupt.com/misc/njb11-43295.pdf
represented by: John J. Scura, III, Esq.
Scura, Mealey, Wigfield & Heyer
E-mail: jscura@scuramealey.com
In Re Robert Doble
Bankr. D. N.J. Case No. 11-43289
Chapter 11 Petition filed November 17, 2011
In Re Marco Amezquita
Bankr. D. Nev. Case No. 11-27949
Chapter 11 Petition filed November 17, 2011
In Re Marco Amezquita
Bankr. D. Nev. Case No. 11-27970
Chapter 11 Petition filed November 17, 2011
In Re Holy Cross Church of God in Christ Independent
Bankr. D. R.I. Case No. 11-14369
Chapter 11 Petition filed November 17, 2011
filed pro se
In Re Susan Meacham
Bankr. E.D. Tenn. Case No. 11-35224
Chapter 11 Petition filed November 17, 2011
In Re Kym J Virgil, DDS, PLLC
Bankr. E.D. Va. Case No. 11-52039
Chapter 11 Petition filed November 17, 2011
filed pro se
In Re Darrell Miller
Bankr. W.D. Wash. Case No. 11-48978
Chapter 11 Petition filed November 17, 2011
In Re Nicholas Wampach
Bankr. W.D. Wash. Case No. 11-48989
Chapter 11 Petition filed November 17, 2011
In Re Steven McDowell
Bankr. D. Ariz. Case No. 11-32034
Chapter 11 Petition filed November 18, 2011
In Re Cressler and Sanders Entertainment Group, LLC
dba Push Lounge
Bankr. C.D. Calif. Case No. 11-23452
Chapter 11 Petition filed November 18, 2011
See http://bankrupt.com/misc/cacb11-23452.pdf
represented by: Kenneth H J Henjum, Esq.
E-mail: henjumlaw@sbcglobal.net
In Re Stoneground Baking Company
Bankr. C.D. Calif. Case No. 11-23382
Chapter 11 Petition filed November 18, 2011
See http://bankrupt.com/misc/cacb11-23382.pdf
represented by: Herbert Dodell, Esq.
In Re Todd Kleinfeld
Bankr. C.D. Calif. Case No. 11-57744
Chapter 11 Petition filed November 18, 2011
In Re Villa Saint Frisco
Bankr. C.D. Calif. Case No. 11-23377
Chapter 11 Petition filed November 18, 2011
In Re Luis Sousa
Bankr. E.D. Calif. Case No. 11-94004
Chapter 11 Petition filed November 18, 2011
In Re ACK Associates of West Hartford, LLC
Bankr D. Conn. Case No. 11-23292
Chapter 11 Petition filed November 18, 2011
See http://bankrupt.com/misc/ctb11-23292.pdf
represented by: Ronald Chorches, Esq.
Law Offices of Ronald I. Chorches
E-mail: ronchorcheslaw@sbcglobal.net
In Re Chesapeake Bay Yacht Clubs Association, Inc.
Bankr D. Md. Case No. 11-32883
Chapter 11 Petition filed November 18, 2011
See http://bankrupt.com/misc/mdb11-32883.pdf
represented by: Tate Russack, Esq.
Russack Associates, LLC
E-mail: tate@russacklaw.com
In Re Electric Stick, Inc.
dba Marvaso?s Italian Grille
fdba The Stick Cafe
Bankr E.D. Mich. Case No. 11-69868
Chapter 11 Petition filed November 18, 2011
See http://bankrupt.com/misc/mieb11-69868.pdf
represented by: Samantha S. Smith, Esq.
E-mail: samantha@thesmithlawoffices.com
In Re Tom Yung Goong II, LLC
Bankr D. N.J. Case No. 11-43331
Chapter 11 Petition filed November 18, 2011
See http://bankrupt.com/misc/njb11-43331.pdf
represented by: John F. Newman, Esq.
Law Offices of John F. Newman
E-mail: johnfnewman@me.com
In Re Colmar Realty LLC
Bankr E.D.N.Y. Case No. 11-49728
Chapter 11 Petition filed November 18, 2011
See http://bankrupt.com/misc/nyeb11-49728.pdf
represented by: Bruce Weiner, Esq.
Rosenberg Musso & Weiner LLP
E-mail: rmwlaw@att.net
In Re Nubia Acevedo
Bankr. M.D. Tenn. Case No. 11-11614
Chapter 11 Petition filed November 18, 2011
In Re TX Construction Enterprises, Inc.
Bankr W.D. Texas Case No. 11-32276
Chapter 11 Petition filed November 18, 2011
See http://bankrupt.com/misc/txwb11-32276.pdf
represented by: Sidney J. Diamond, Esq.
E-mail: usbc@sidneydiamond.com
In Re Sams Gun Shop LLC
Bankr W.D. Wash. Case No. 11-23431
Chapter 11 Petition filed November 18, 2011
See http://bankrupt.com/misc/wawb11-23431.pdf
represented by: Jeffrey B. Wells, Esq.
Attorney at Law
E-mail: paralegal@jeffwellslaw.com
In Re Edgar Smith
Bankr. E.D. N.C. Case No. 11-08865
Chapter 11 Petition filed November 19, 2011
In Re Mohamed Elhashash
Bankr. N.D. Calif. Case No. 11-72222
Chapter 11 Petition filed November 20, 2011
In Re Maria Martins
Bankr. D. Mass. Case No. 11-20905
Chapter 11 Petition filed November 20, 2011
In Re Otter Tail Lake Resort LoCamp, LLC
Bankr D. Minn. Case No. 11-47539
Chapter 11 Petition filed November 20, 2011
See http://bankrupt.com/misc/mnb11-47539.pdf
represented by: Jeffrey M. Bruzek, Esq.
Bruzek Law Office
E-mail: jeffrey@bruzeklaw.com
In Re Bell Road Business Center L.L.C.
Bankr. D. Ariz. Case No. 11-32166
Chapter 11 Petition filed November 21, 2011
See http://bankrupt.com/misc/azb11-32166.pdf
represented by: Bert L. Roos, Esq.
Bert L. Roos, PC
E-Mail: blrpc85015@msn.com
In Re Michael Peters
Bankr. C.D. Calif. Case No. 11-23482
Chapter 11 Petition filed November 21, 2011
In Re Ruben Alvarez
Bankr. C.D. Calif. Case No. 11-57969
Chapter 11 Petition filed November 21, 2011
In Re Alicia Townsend
Bankr. N.D. Calif. Case No. 11-72226
Chapter 11 Petition filed November 21, 2011
In Re Yen Dang
Bankr. N.D. Calif. Case No. 11-72234
Chapter 11 Petition filed November 21, 2011
In Re Daniel Resendiz
Bankr. N.D. Ill. Case No. 11-47042
Chapter 11 Petition filed November 21, 2011
In Re Samer Hussein
Bankr. W.D. Ky. Case No. 11-35612
Chapter 11 Petition filed November 21, 2011
In Re Stephen Sonnier
Bankr. W.D. La. Case No. 11-51654
Chapter 11 Petition filed November 21, 2011
In Re George Grose
Sharon Grose
Bankr. E.D. Mich. Case No. 11-69990
Chapter 11 Petition filed November 21, 2011
In Re Herbert Rogers
Bankr. N.D. Miss. Case No. 11-15431
Chapter 11 Petition filed November 21, 2011
In Re Grace Fields
Bankr. D. Nev. Case No. 11-28096
Chapter 11 Petition filed November 21, 2011
In Re Linda Molnar
Bankr. D. Nev. Case No. 11-28118
Chapter 11 Petition filed November 21, 2011
In Re Micheal Kazanjian
Bankr. D. N.H. Case No. 11-14271
Chapter 11 Petition filed November 21, 2011
In Re Donald Balsky
Bankr. S.D.N.Y. Case No. 11-24280
Chapter 11 Petition filed November 21, 2011
In Re Columbia Panel Products, LLC
Bankr. M.D. Tenn. Case No. 11-11662
Chapter 11 Petition filed November 21, 2011
See http://bankrupt.com/misc/tnmb11-11662.pdf
represented by: Steven L. Lefkovitz, Esq.
Law Offices Lefkovitz & Lefkovitz
E-Mail: slefkovitz@lefkovitz.com
In Re Richard Bays
Bankr. W.D. Va. Case No. 11-72355
Chapter 11 Petition filed November 21, 2011
In Re Relocation Housing Solutions LLC
Bankr. W.D. Wash. Case No. 11-23520
Chapter 11 Petition filed November 21, 2011
See http://bankrupt.com/misc/wawb11-23520.pdf
represented by: Erik S. Bakke, Sr, Esq.
Bakke Law Group PLLC
E-Mail: erik@bakkelawgroup.com
In Re BGS Investments, LLC
Bankr. S.D. W.Va. Case No. 11-50260
Chapter 11 Petition filed November 21, 2011
filed pro se
In Re Timothy Dertz
Bankr. E.D. Wis. Case No. 11-37444
Chapter 11 Petition filed November 21, 2011
In Re Daniel Erdwurm
Bankr. D. Ariz. Case No. 11-32252
Chapter 11 Petition filed November 22, 2011
In Re Christopher Dennis
Bankr. C.D. Calif. Case No. 11-26086
Chapter 11 Petition filed November 22, 2011
In Re Hugh Thorson
Bankr. C.D. Calif. Case No. 11-15378
Chapter 11 Petition filed November 22, 2011
In Re Janice Bartmess
Bankr. C.D. Calif. Case No. 11-58088
Chapter 11 Petition filed November 22, 2011
In Re Joseph Nahas
Bankr. C.D. Calif. Case No. 11-23552
Chapter 11 Petition filed November 22, 2011
In Re Robert Kushner
Bankr. N.D. Calif. Case No. 11-60751
Chapter 11 Petition filed November 22, 2011
In Re Glenn Gibson
Bankr. S.D. Calif. Case No. 11-19013
Chapter 11 Petition filed November 22, 2011
In Re Ladi Rojas
Bankr. D. Conn. Case No. 11-52328
Chapter 11 Petition filed November 22, 2011
In Re Paul Yelvington
Bankr. M.D. Fla. Case No. 11-08527
Chapter 11 Petition filed November 22, 2011
In Re Christopher Tanner
Bankr. N.D. Fla. Case No. 11-31846
Chapter 11 Petition filed November 22, 2011
In Re Raul Palma
Bankr. S.D. Fla. Case No. 11-42315
Chapter 11 Petition filed November 22, 2011
In Re James Wilson
Bankr. D. Mass. Case No. 11-44867
Chapter 11 Petition filed November 22, 2011
In Re Swiatoslaw Paduchak
Bankr. D. Mass. Case No. 11-20991
Chapter 11 Petition filed November 22, 2011
In Re David Mauwee
Bankr. D. Nev. Case No. 11-53580
Chapter 11 Petition filed November 22, 2011
In Re Makino Premium Outlet LV, LLC
Bankr. D. Nev. Case No. 11-28137
Chapter 11 Petition filed November 22, 2011
See http://bankrupt.com/misc/nvb11-28137.pdf
represented by: David J. Winterton, Esq.
E-Mail: david@davidwinterton.com
In Re Carolina House Movers, Inc.
Bankr. D. S.C. Case No. 11-07240
Chapter 11 Petition filed November 22, 2011
See http://bankrupt.com/misc/scb11-07240.pdf
represented by: Jane H. Downey, Esq.
Moore Taylor & Thomas PA
E-Mail: jane@mttlaw.com
In Re James Statham
Bankr. E.D. Tenn. Case No. 11-35290
Chapter 11 Petition filed November 22, 2011
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.
Copyright 2011. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Christopher
Beard at 240/629-3300.
*** End of Transmission ***