/raid1/www/Hosts/bankrupt/TCR_Public/160101.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, January 1, 2016, Vol. 20, No. 1
Headlines
ARCHDIOCESE OF ST. PAUL: Can Employ Northmarq as Real Estate Broker
ARKANOVA ENERGY: Delays Fiscal 2015 Annual Report
AUTHENTIDATE HOLDING: Recurring Losses Raise Going Concern Doubt
AZIZ CONVENIENCE STORES: Resolves Disputes with Valero Marketing
BB ISLAND CAPITAL: EBSB's Relief from Automatic Stay Affirmed
BIOHITECH GLOBAL: Cites Going Concern Doubt, Financing Options
CAMBRIDGE CAPITAL: Has Going Concern Doubt, Need for More Funds
CASPIAN SERVICES: Delays Filing of Fiscal 2015 Form 10-K
CEQUEL COMMUNICATIONS: S&P Lowers CCR to 'B', Off Watch Negative
CICERO INC: Cites Factors Raising Going Concern Doubt
CLEAN DIESEL: Finc'l Condition Raises Going Concern Doubt
CLIFFS NATURAL: Closes Sale of Remaining North American Business
CTI BIOPHARMA: Has $24.8M Est. Financial Standing as of Nov. 30
ENCLAVE AT BOYNTON: Objects to Bid for "SARE" Determination
FREESEAS INC: Shareholders Approve Reverse Common Stock Split
GEO JS TECH: Cites Factors Raising Going Concern Doubt
GLOBAL COMPUTER: Expands Crowley Hoge's Role as Special Counsel
GLOBAL DEFENSE: Liquidation Provision Raises Going Concern Doubt
HORSEHEAD HOLDING: S&P Lowers Rating to 'CCC', Outlook Negative
ICAGEN INC: 2015 Stock Incentive Plan Approved
INDEPENDENCE TAX: Loss, Deficit Raise Going Concern Doubt
JAGUAR ANIMAL: Posts Net Loss, Discloses Going Concern Doubt
JOE'S JEANS: Faces Uncertainties Raising Going Concern Doubt
LABSTYLE INNOVATIONS: Cites Conditions Raising Going Concern Doubt
MCORPCX INC: Losses, et al., Raise Going Concern Doubt
NET DATA: Can Employ GlassRatner as Financial Advisor
NET DATA: Has Until Feb. 19 to Solicit Votes for Ch. 11 Plan
NEW YORK MILITARY: Court Approves Hilco as Marketing Consultant
PACIFIC THOMAS: Court Orders Return of $341K Transfers to Trustee
PARKVIEW ADVENTIST: CMHC's Bid to Reconsider Sale Order Denied
PLEASE TOUCH: Creditors Have Until Jan. 8, 2016 to File Claims
PLEASE TOUCH: Exclusive Right to File Plan Extended to May 9
POINT BLANK: Seeks Six-Month Extension to Remove Suits
POSITIVEID CORP: To Acquire E-N-G Mobile From Dick Glass
QUANTUM FUEL: Kevin Douglas Reports 22.1% Stake as of Dec. 28
QUANTUM FUEL: Timothy McGaw Resigns as Director
SABINE OIL: Has Until Feb. 10 to Propose Chapter 11 Plan
SAMSON RESOURCES: Gets Approval to Pay 3 Senior Officers
SEANERGY MARITIME: Claudia Restis Beneficially Owns 175.6M Shares
SPIRAL TOYS: Has Going Concern Doubt Amid Losses and Deficit
TPF II POWER: S&P Raises Rating on $1.6BB 1st Lien Loan to 'BB'
TRANS-LUX CORP: Debt Payments, et al., Cast Going Concern Doubt
WYLE SERVICES: S&P Withdraws 'B+' Corporate Credit Rating
ZOGENIX INC: FDA Accepts New Drug Application for ZX008
[^] BOOK REVIEW: The First Junk Bond
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ARCHDIOCESE OF ST. PAUL: Can Employ Northmarq as Real Estate Broker
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The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota authorized The Archdiocese of Saint Paul and
Minneapolis to expand the scope of employment of Northmarq Real
Estate Services, LLC, doing business as Cushman &
Wakefield/NorthMarq as real estate broker.
The Debtor, in its second application, requested that the Court
authorize the expanded scope of employment to include the provision
of leasing representative services in connection with the its
search for new office space in the Twin Cities area.
NorthMarq is currently employed by the Archdiocese as real estate
broker with respect to five properties owned by the Archdiocese.
The Debtor related that the term of the appointment agreement runs
from Aug. 15, 2015, to July 31, 2016. NorthMarq would receive
compensation for services rendered in the form of a real estate
commission of $1 per square foot per year of lease. The commission
is paid by the owner/developer of the building in which the
Archdiocese would execute a lease during the term of the agreement,
in a manner consistent with the brokerage practices in the Twin
Cities area.
The services to be provided by NorthMarq will be undertaken at the
request of the Archdiocese and will be appropriately directed by
the Archdiocese so as to avoid duplicative efforts among the
professionals retained in the case.
About the Archdiocese of St. Paul
The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties. There are 187 parishes and approximately 825,000
Catholic individuals in the region. These individuals and
parishes are served by 3999 priests and 173 deacons.
The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on
Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.
The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.
The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.
Eleven other dioceses have commenced Chapter 11 bankruptcy cases
in the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.
U.S. Trustee for Region 12 appointed five creditors to serve on
the official committee of unsecured creditors.
The U.S. Trustee appointed five creditors to serve on the
Committee of Parish Creditors. Ginny Dwyer appointed as the
acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.
* * *
The Debtor's exclusive period for filing a Chapter 11 plan and
disclosure statement ends on Nov. 30, 2015.
ARKANOVA ENERGY: Delays Fiscal 2015 Annual Report
-------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with
respect to its annual report on Form 10-K for the year ended Sept.
30, 2015.
"We are unable to file our annual report on Form 10-K within the
prescribed time period because our management is still compiling
information necessary to complete the preparation of our financial
statements for the year ended September 30, 2015 and to complete
the audit of these financial statements by our auditors. We
anticipate that the Form 10-K, along with the financial statements,
will be filed on or before the prescribed deadline," the Company
states in the filing.
About Arkanova
Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties. It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.
The Company reported a net loss of $3 million on $844,000 of total
revenue for the year ended Sept. 30, 2014, compared with a net loss
of $2.73 million on $849,900 of total revenue for the year ended
Sept. 30, 2013.
As of June 30, 2015, the Company had $4.1 million in total assets,
$18.4 million in total liabilities and total stockholders' deficit
of $14.3 million.
AUTHENTIDATE HOLDING: Recurring Losses Raise Going Concern Doubt
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Authentidate Holding Corp.'s recurring losses and capital needs,
among other factors, raise substantial doubt about its ability to
continue as a going concern, Ian C. Bonnet, chief executive officer
and president, and William A. Marshall, chief financial officer and
treasurer of the company said in a regulatory filing with the U.S.
Securities and Exchange Commission on November 13, 2015.
"The company has incurred significant recurring losses and negative
cash flows from operations and our product development activities
have required substantial capital investment to date," Messrs.
Bonnet and Marshall stated.
"These factors, among others, raise substantial doubt about our
ability to continue as a going concern."
The officers continued: "Additionally, on March 6, 2015 we
announced that the Department of Veterans Affairs (VA) informed the
company that it did not intend to exercise the fourth and final
option year under our contract for telehealth products and
services. The company's contract with the VA was originally
awarded in April 2011 and consisted of a base year and four
one-year option years which were exercisable at the VA's sole
discretion. The current option year under the contract expired on
May 15, 2015 and the transition process with the VA was completed
by that date. Our VA revenue included both recurring service
revenues as well as hardware sales. As a result of the non-renewal
of the VA contract we expect to report significantly reduced
revenues over the next several quarters and we have taken steps to
reduce our operating costs and better align our resources with the
growth opportunities we intend to pursue.
"As a result, we have implemented a number of changes to our
business plan with the ultimate goal to increase revenues and
generate positive cash flow from operations, including a
recalibration of marketing and sales efforts that have already
resulted in growth from existing customers and sales to new
customers. These changes include cost reductions from reducing our
workforce and use of consultants that we made in the third quarter
of fiscal 2015 and additional workforce reductions through August
31, 2015. These reductions are expected to reduce operating
expenses on an annualized basis. The company has also taken
actions to realign our data center operations and has executed an
agreement with its landlord to relocate its offices, which are
expected to result in additional annualized savings.
"Since June 2015, the company has completed debt financing
transactions resulting in total proceeds of approximately $1.2
million, however, the company has an immediate need for additional
capital and is exploring additional potential transactions to
improve our capital position, ensure we are able to meet our
working capital requirements and provide funds to pay these debt
obligations which are due in the next twelve months. Based on its
business plan, the company expects its existing resources, revenues
generated from operations, net proceeds from our debt financing
transactions, other transactions we are considering and proceeds
received from the exercise of outstanding warrants (of which there
can be no assurance) or a restructuring of outstanding debt
obligations (of which there can be no assurance) to satisfy its
working capital requirements for at least the next twelve months.
If necessary, management of the company believes that it can raise
additional equity or debt financing to satisfy its working capital
requirements. However, no assurances can be given that we will be
able to support our costs or pay debt obligations through revenues
derived from operations or generate sufficient cash flow to satisfy
our other obligations. Unless we are able to increase revenues
substantially or generate additional capital from other
transactions, our current cash resources will only satisfy our
working capital needs for a limited period of time and we will need
to raise additional funds to meet our obligations in the future.
"In addition to our recently announced letter of intent for a
business combination transaction, we are continuing to explore
additional potential transactions to improve our capital position
to ensure we are able to meet our financing and working capital
requirements. Currently, the company does not have any definitive
agreements with any third parties for such transactions and there
can be no assurances that the company will be successful in
completing the transaction contemplated by the letter of intent or
in raising additional capital or securing financing when needed or
on terms satisfactory to the company. Any inability to obtain
required financing on sufficiently favorable terms could have a
material adverse effect on our business, results of operations and
financial condition."
At September 30, 2015, the company had total assets of $4,188,000,
total liabilities of $6,168,000, and total shareholders' deficit of
$1,980,000.
Net loss for the quarter ended September 30, 2015 was $2,063,000,
or $0.05 per share, compared to $2,111,000, or $0.06 per share, for
the prior year period. The decrease in net loss for the period is
due primarily to the decrease in SG&A and product development
expenses.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/j88klm3
Berkeley Heights, New Jersey-based Authentidate Holding Corp. and
its subsidiaries provide secure web-based revenue cycle management
applications and telehealth products and services designed to
enable healthcare organizations to increase revenues, improve
productivity, reduce costs, coordinate care for patients and
enhance related administrative and clinical workflows and
compliance with regulatory requirements. These web-based services
are delivered as Software as a Service (SaaS) to its customers.
AZIZ CONVENIENCE STORES: Resolves Disputes with Valero Marketing
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Aziz Convenience Stores, L.L.C., entered into a stipulation with
Valero Marketing and Supply Company that resolves (i) Valero's
motion for payment of administrative expenses, and (ii) Valero's
objection to the approval of the Debtor's disclosure statement and
confirmation of the bankruptcy-exit Plan.
During the 20 days preceding the Petition Date, Valero sold goods
to the Debtor in the ordinary course of business. Those goods
included various types of petroleum products and had an aggregate
value of $1,504,099. Valero filed Claim No. 29 in the Court's
claim register in the amount of $1,504,099 for the prepetition
goods sold to the Debtor.
Pursuant to the Plan, Valero's prepetition supply agreement with
the Debtor will be rejected. On Oct. 1, 2015, Valero filed Claim
No. 31 for seeking a claim for rejection damages and postpetition
breach of contract in the amount of $104,266.
In a stipulation approved by the bankruptcy judge, the parties
agreed that:
a. Valero will receive an allowed administrative claim in the
amount of $1,504,099 pursuant to 11 U.S.C. Sec. 503(b)(9), which
will be paid by the Debtor within 30 days of the entry of the
order.
b. Valero will withdraw its objection to the Debtor's Disclosure
Statement.
c. Valero and the Debtor mutually agree to release all remaining
claims against the other.
Counsel for Valero Marketing & Supply:
Kurt Stephen, Esq.
CARDENAS, WHITIS & STEPHEN, LLP
100 South Bicentennial
McAllen, TX 78501
Tel: (956) 631-3381
Fax: (956) 687-5542
About Aziz Convenience
Aziz Convenience Stores, L.L.C., owned 28 convenience stores with
gas pumps in Texas. Aziz also claimed to be the beneficial owner
of a 205.888 acre real property in Hidalgo County, Texas, which was
purchased by its principal, Dagoberto G. Trevino, using Aziz's
funds.
Aziz Convenience Stores filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Tex. Case No. 14-70427) in its hometown in McAllen,
Texas, on Aug. 4, 2014.
The Debtor tapped Okin & Adams LLP as general bankruptcy counsel
and Douglas J. Brickley and The Claro Group, LLC as Chief
Restructuring Officer and financial advisors. The Debtor also
engaged Keen as its investment banker to market the Debtor's assets
for sale or refinancing. Additionally, the Debtor hired Wick
Phillips Gould & Martin, LLP and Munsch Hardt Kopf & Harr, P.C., as
special counsel.
BB ISLAND CAPITAL: EBSB's Relief from Automatic Stay Affirmed
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Judge George A. O'Toole, Jr., of the United States District Court
for the District of Massachusetts affirmed the orders of the
bankruptcy court granting the request for relief from the automatic
stay filed by East Boston Savings Bank and denying BB Island
Capital, LLC's motion to reconsider.
EBSB, a secured creditor of BB Island, moved for an order lifting
the automatic stay so that it could pursue mortgage foreclosure
proceedings against four properties in Boston pledged by BB Island
as security for loans granted by the bank.
The request for relief from the automatic stay was granted by the
bankruptcy court on November 5, 2015, and BB Island's motion to
reconsider was denied on November 24, 2015.
BB Island argued that the bankruptcy judge improperly ignored that
it has asserted defense and counterclaims against EBSB. Judge
O'Toole, however, found that if BB Island has viable claims against
EBSB, those claims remain to be prosecuted. Judge O'Toole also
noted a Superior Court judge's rejection of BB Island's request for
preliminary injunction on the ground that it had not demonstrated a
reasonable likelihood of success on those claims.
BB Island also argued that at this early stage in the bankruptcy
proceedings, it produced a sufficient plan for reorganization and
the bankruptcy court was in error to find otherwise. Judge
O'Toole, however, found BB Island's reorganization plan to be
scant, and held that BB Island failed to show that the bankruptcy
judge made "a clear error" in concluding that BB Island did not
adequately present a plan in prospect.
The bankruptcy case is In re: BB ISLAND CAPITAL, LLC, Debtor, No.
15-13105-JNF (Bankr. D. Mass.).
The civil case is BB ISLAND CAPITAL, LLC, Chapter 11 Case
Appellant, v. EAST BOSTON SAVINGS BANK, Appellee, Civil Action No.
15-13963-GAO (D. Mass.).
A full-text copy of Judge O'Toole's December 11, 2015 opinion and
order is available at http://is.gd/zubVUsfrom Leagle.com.
BB Island Capital LLC is represented by:
Gary W. Cruickshank, Esq.
Joseph P. Zoppo, Esq.
ZOPPO & ASSOCIATES, PLLC
1 International Place Suite 1400
Boston, MA 02110
Tel: (617) 535-7533
Fax: (781) 251-6649
East Boston Savings Bank, Esq.
Patrick J. Dolan, Esq.
PERRY KRUMSIEK & DOLAN, LLP
One Boston Place, Suite 2600
Boston, MA 02108
Tel: (617) 720-4300
Fax: (617) 720-4310
Email: pdolan@pkdllp.com
BIOHITECH GLOBAL: Cites Going Concern Doubt, Financing Options
--------------------------------------------------------------
BioHiTech Global, Inc., does not yet have a sustained history of
financial stability, Frank E. Celli, chief executive officer of the
company said in a regulatory filing with the U.S. Securities and
Exchange Commission dated November 13, 2015.
"Historically, our principal source of liquidity has been the
issuance of debt and equity securities (including to related
parties). These factors raise substantial doubt about the
company's ability to continue as a going concern."
Mr. Celli further noted, "There can be no assurance that the plans
and actions proposed by management will be successful or that we
will generate profitability and positive cash flows in the future.
We are exploring a number of options to provide working capital
including seeking equity and/or debt financings. We cannot assure
you that we will consummate a financing that will enable us to meet
our working capital needs. Future efforts to raise additional
funds may not be successful or they may not be available on
acceptable terms, if at all.
"The ability of the company to continue as a going concern is
dependent on management's plans, which include further
implementation of its business plan and continuing to raise
capital."
At September 30, 2015, the company had total assets of $1,984,997,
total liabilities of $8,137,425, and total stockholders' deficiency
of $6,152,428.
The company incurred a net loss of $1,462,738 for the three months
ended September 30, 2015, compared to a net loss of $721,196 for
the same period in 2014.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/jyrgxjj
BioHiTech Global, Inc. offers solutions for organic waste disposal.
The Chestnut Ridge, New York-based company's operations consisted
solely those of BioHiTech America, LLC.
CAMBRIDGE CAPITAL: Has Going Concern Doubt, Need for More Funds
---------------------------------------------------------------
Cambridge Capital Acquisition Corporation (NASDAQ: CAMB) has
substantial doubt about its ability to continue as a going concern,
according to Benjamin Gordon, chief executive officer and director
of the company, in a regulatory filing with the U.S. Securities and
Exchange Commission dated November 13, 2015.
The company incurred net losses of $444,974 and $223,224 for the
three months ended September 30, 2015 and 2014, respectively, and
net losses of $1,012,497 and $678,459 for the nine months ended
September 30, 2015 and 2014, respectively. Costs incurred during
the reporting periods consisted primarily of legal and professional
fees associated with compliance with our reporting obligations as a
public company, the company's efforts to locate a suitable target
Business Combination candidate, and performing due diligence on
such candidates. During the three months ended September 30, 2015
and 2014, the company also incurred $30,000 and $30,000,
respectively, and $90,000 and $90,000 for the nine months ended
September 30 2015 and 2014, respectively, of office expenses
payable to Cambridge Capital LLC, a related party. "Until we
consummate a Business Combination, we will not have revenues," Mr.
Gordon pointed out.
As of September 30, 2015, the company had $47,947 in its operating
bank accounts and $81,310,750 in restricted cash and equivalents
held in trust to be used for an initial Business Combination or to
convert its common shares. As of September 30, 2015, the company
has withdrawn $40,108 from interest income on the trust account for
its working capital and tax obligations. As of September 30, 2015,
$5,750 of the amount on deposit in the trust account represents
interest income, which was available to be withdrawn.
Mr. Gordon also noted, "Until consummation of its initial Business
Combination, the company will be using the funds not held in the
trust account, plus the interest earned on the trust account
balance (net of income, and other tax obligations) that may be
released to the company to fund its working capital requirements,
for identifying and evaluating prospective acquisition candidates,
performing business due diligence on prospective target businesses,
traveling to and from the offices, plants or similar locations of
prospective target businesses, reviewing corporate documents and
material agreements of prospective target businesses, selecting the
target business to acquire and structuring, negotiating and
consummating the Business Combination.
"The company will need to raise additional capital through loans or
additional investments from its shareholders, officers, directors,
or third parties. None of the shareholders, officers or directors
are under any obligation to advance funds to, or to invest in, the
company. Accordingly, the company may not be able to obtain
additional financing. If the company is unable to raise additional
capital, it may be required to take additional measures to conserve
liquidity, which could include, but not necessarily be limited to,
curtailing operations, suspending the pursuit of its business plan,
and reducing overhead expenses. The company cannot provide any
assurance that new financing will be available to it on
commercially acceptable terms, if at all.
"These conditions raise substantial doubt about the company's
ability to continue as a going concern."
On March 6, 2015, June 8, 2015, August 3, 2015 and August 26, 2015,
the company issued promissory notes (the Notes) to Benjamin Gordon,
the company's Chief Executive Officer, evidencing loans by Mr.
Gordon of $70,000, $100,000, $100,000 and $80,000, respectively.
At September 30, 2015, the company had total assets of $81,358,697,
total liabilities of $1,217,938, and total stockholders' equity of
$5,000,001.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/hzdqnlf
Cambridge Capital Acquisition Corporation (NASDAQ: CAMB) is a West
Palm Beach, Florida-based blank check company formed for the
purpose of entering into a merger, share exchange, asset
acquisition or other similar business combination with target
businesses or entities. The company entered into an agreement and
plan of reorganization with Cambridge Holdco Corp., its
wholly-owned subsidiary, Ability Computer & Software Industries
Ltd., an Israeli company whereby Holdco will become the surviving
and new public company.
CASPIAN SERVICES: Delays Filing of Fiscal 2015 Form 10-K
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Caspian Services, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that its annual report on Form
10-K for the year ended Sept. 30, 2015, could not be timely filed
because management requires additional time to compile and verify
the data required to be included in the report. The report will be
filed within 15 calendar days of the date the original report was
due.
The Company anticipates that during the fiscal year ended
Sept. 30, 2015, total revenues will have decreased approximately
45% compared to the fiscal year ended Sept. 30, 2014. This
decrease is attributable to decreases in vessel, geophysical
services and marine base revenues of approximately 20%, 76% and
24%, respectively.
The Company believes that total costs and operating expenses will
have decreased approximately 31% during the twelve months ended
Sept. 30, 2015.
The Company expects to realize a loss from operations for the year
ended Sept. 30, 2015, of approximately $6.7 million compared to
loss from operations of approximately $3.7 million during the year
ended Sept. 30, 2014. This increase in loss from operations is
largely attributable to the decreases in vessel and geophysical
services revenues, which outpaced the decrease in total costs and
operating expenses.
During fiscal 2015 the Company expects to realize net other expense
of approximately $27.9 million compared to net other expense of
approximately $15.4 million during fiscal 2014. This increase in
net other expense is largely attributable to an anticipated
increase in foreign currency transaction loss of approximately
$12.5 million as a result of a 44% devaluation in the Kazakh Tenge
during August 2015.
During fiscal 2015 the Company anticipates realizing a net loss
attributable to Caspian Services of approximately $28 million,
compared to a net loss attributable to Caspian Services of $16.7
million, during fiscal 2014. The Company anticipates realizing
total comprehensive loss of approximately $25.5 million during
fiscal 2015 compared to $23.3 million during fiscal 2014.
About Caspian Services
Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998. Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.
Caspian reported a net loss of $18.8 million on $29.9 million of
total revenue for the year ended Sept. 30, 2014, compared with a
net loss of $11.8 million on $33.08 million of total revenues for
the year ended Sept. 30, 2013.
The Company's independent auditors, Haynie & Company, P.C., in Salt
Lake City, Utah, issued a "going concern" qualification on the 2014
consolidated financial statements citing that, "[A] Company
creditor has indicated that it believes the Company may be in
violation of certain covenants of certain substantial financing
agreements. The financing agreements have acceleration right
features that, in the event of default, allow for the loan and
accrued interest to become immediately due and payable." According
to the auditors, as a result of this uncertainty, the Company has
included the note payable and all accrued interest as current
liabilities at Sept. 30, 2014. At Sept. 30, 2014, the Company had
negative working capital of $85.0 million and for the year ended
Sept. 30, 2014, the Company had a net loss of $16.6 million."
CEQUEL COMMUNICATIONS: S&P Lowers CCR to 'B', Off Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on St. Louis-based Cequel Communications
Holdings I LLC to 'B' from 'B+'. S&P removed the ratings from
CreditWatch, where it placed them with negative implications on May
20, 2015. The rating outlook is stable.
At the same time, S&P lowered its issue-level rating on the
company's non-extended senior secured credit facilities at Cequel
Communications LLC to 'BB-' from 'BB'. The recovery rating on this
debt remains '1', reflecting S&P's expectation for very high
(90%-100%) recovery for lenders in the event of a payment default.
S&P also assigned its 'BB-' issue-level rating and '1' recovery
rating to the company's new senior secured credit facility
(extended portion) consisting of an $810 million term loan due
December 2022 and a $350 million revolving credit facility due June
2020.
S&P affirmed its 'B-' issue-level rating on the company's 2020 and
2021 senior unsecured notes and revised the recovery rating on this
debt to '5' from '6'. The '5' recovery rating reflects S&P's
expectation for modest (10%-30%; upper half of the range) recovery
for lenders in the event of a payment default.
In addition, S&P assigned a final 'BB-' issue-level rating and '1'
recovery rating to the company's 5.375% $1.1 billion senior secured
notes due 2023. The '1' recovery rating reflects S&P's expectation
for very high (90%-100%) recovery for lenders in the event of a
payment default. The senior secured notes were originally issued
by Altice US Finance I Corp., and with the close of the
acquisition, were contributed to Cequel Communications LLC and rank
pari passu with the senior secured credit facilities.
S&P also assigned its final 'B-' issue-level rating and '5'
recovery rating to the company's 7.75% $300 million senior notes
due 2025 that were initially issued by Altice US Finance II Corp.,
and have been contributed to Cequel Communications Holdings I LLC.
The '5' recovery rating reflects S&P's expectation for modest
(10%-30%; upper half of the range) recovery for lenders in the
event of a payment default.
Finally, S&P assigned its final 'CCC+' issue-level rating and '6'
recovery rating to the company's 7.75% $320 million of senior
holding company notes due 2025 issued at Altice US Finance S.A. The
'6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery for lenders in the event of a payment default.
The stable rating outlook reflects S&P's expectation that despite
high pro forma leverage, Cequel will continue to benefit from
growth in HSD, voice, and business customers over the next few
years. In addition, while capital spending will remain elevated in
2016 due to network investments, the company should continue to
generate healthy FOCF that could support leverage reduction to
around 7x over the next 12 months barring unexpected events.
CICERO INC: Cites Factors Raising Going Concern Doubt
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Cicero Inc. has substantial doubt about its ability to continue as
a going concern, John P. Broderick, chief executive officer and
chief financial officer of the company said in a regulatory filing
with the U.S. Securities and Exchange Commission on November 13,
2015.
Mr. Broderick related: "The company has incurred an operating loss
of approximately $3,927,000 for the year ended December 31, 2014,
and has a history of operating losses. For the nine months ended
September 30, 2015, the company incurred losses of $2,200,000 and
had a working capital deficiency of $6,450,000 as of September 30,
2015. Management believes that its repositioned strategy of
leading with its Discovery product to use analytics to measure and
then manage how work happens will shorten the sales cycle and allow
for value based selling to our customers and prospects.
"The company anticipates success in this regard based upon current
discussions with active customers and prospects. The company has
borrowed $1,410,000 and $2,296,000 in 2015 and 2014, respectively.
The company has also repaid approximately $210,000 and $394,000 of
debt in 2015 and 2014, respectively. Additionally, in April 2015,
the company's Chairman, Mr. Launny Steffens, converted $6,950,514
of debt into 69,505,140 shares of common stock of the company. In
July 2015, the company completed a sale of 25 million shares of its
common stock and warrants to purchase up to 205,277,778 shares of
its common stock to a group of nine investors, led by the company's
Chairman of the Board, John (Launny) Steffens and the Privet Group,
LLC, for $1,000,000. Should the investors exercise the warrants,
which have exercise prices ranging from $0.04 to $0.05 per share,
the company would receive an additional $9,000,000 in proceeds.
The warrants expire in three years.
"Should the company be unable to secure customer contracts that
will drive sufficient cash flow to sustain operations, the company
will be forced to seek additional capital in the form of debt or
equity financing; however, there can be no assurance that such debt
or equity financing will be available on terms acceptable to the
company or at all.
"These factors raise substantial doubt about the company's ability
to continue as a going concern."
At September 30, 2015, the company had total assets of $3,079,000,
total liabilities of $9,991,000, and total stockholders' deficit of
$6,912,000.
The company recorded a net loss of $665,000 for the three months
ended September 30, 2015 as compared to a net loss of $793,000 for
the three months ended September 30, 2014. The decrease in net
loss is primarily due to the increase in total revenue partially
offset by the increase of operating costs and interest expenses.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/qfbuqk5
Cicero Inc. provides desktop analytics and automation software that
enable companies to improve employee and customer experience. The
company maintains its headquarters in Cary, North Carolina.
CLEAN DIESEL: Finc'l Condition Raises Going Concern Doubt
---------------------------------------------------------
Clean Diesel Technologies, Inc.'s existing cash resources and
working capital raise substantial doubt about its ability to
continue as a going concern, Matthew Beale, chief executive
officer, and David E. Shea, chief financial officer of the company
said in a November 13, 2015 regulatory filing with the U.S.
Securities and Exchange Commission.
Messrs. Beale and Shea stated, "The company has suffered recurring
losses and negative cash flows from operations since inception,
resulting in an accumulated deficit of $198.7 million at September
30, 2015. The company has funded its operations through asset
sales, credit facilities and other borrowings and equity sales.
"At September 30, 2015, the company had $3.0 million in cash, and
based upon the company's current and anticipated usage of cash
resources, the company expects to require additional financing in
the form of funding from outside sources during the next three to
six months. The company's continuation as a going concern is
dependent upon its ability to obtain adequate additional financing,
which the company has successfully secured since inception,
including financing from equity sales and asset divestitures.
"However, there is no assurance that the company will be able to
achieve projected levels of revenue and maintain access to
sufficient working capital, and accordingly, there is substantial
doubt as to whether the company's existing cash resources and
working capital are sufficient to enable it to continue its
operations for the next twelve months."
According to the officers, the company has a $7.5 million secured
demand financing facility backed by its receivables and inventory
with Faunus Group International, Inc. (FGI) that terminates on
August 15, 2016 and may be extended at the company's option for
additional one-year terms. At September 30, 2015, the company had
$3.6 million in borrowings outstanding under this facility with
$3.9 million available, subject to the availability of eligible
accounts receivable and inventory balances for collateral.
However, there is no guarantee that the company will be able to
borrow to the full limit of $7.5 million if FGI chooses not to
finance a portion of its receivables or inventory.
On May 15, 2012, the company filed a shelf registration statement
on Form S-3 with the SEC (the Shelf Registration), which was
declared effective by the SEC on May 21, 2012. The Shelf
Registration permits the company to sell, from time to time, up to
an aggregate of $50.0 million of various securities, provided that
the company may not sell its securities in a primary offering
pursuant to the Shelf Registration or any other registration
statement on Form S-3 with a value exceeding one-third of its
public float in any 12-month period (unless the company's public
float rises to $75.0 million or more). On May 19, 2015 and
November 10, 2015, the company filed shelf registration statements
on Form S-3 and Form S-3/A, respectively, with the SEC to replace
the existing Shelf Registration (collectively, the Replacement
Shelf), which the company anticipates will be declared effective
later this year.
On April 4, 2014, the company sold 2,030,000 units pursuant to the
Shelf Registration for $3.40 per unit, with each unit consisting of
one share of common stock and 0.4 of one warrant to purchase one
share of common stock with an exercise price of $4.20 per share.
The company received net proceeds of $6.1 million after deducting
placement agent fees and other offering expenses.
On October 20, 2014, the company completed the sale of its Reno,
Nevada-based custom fabricated exhaust parts and accessories
business (the Reno Business) for $1.3 million in cash.
On November 4, 2014, the company entered into subscription
agreements to sell 1,385,000 shares of common stock and warrants to
purchase up to an aggregate of 388,393 shares of common stock with
an exercise price of $3.25 per share (the Series A Warrants), for a
combined purchase price of $2.80 per share and 0.28 of one Series A
Warrant, and other warrants to purchase up to an aggregate of
168,571 shares of common stock with an exercise price of $0.01 per
share (the Series B Warrants) for a purchase price of $2.79 per
Series B Warrant, pursuant to the Shelf Registration. The company
received net proceeds of $3.8 million after deducting placement
agent fees and other offering expenses.
On November 11, 2014, the company and Kanis S.A. (Kanis) entered
into a letter agreement whereby Kanis agreed to amend the terms of
the outstanding loans, in the aggregate principal amount of $7.5
million, made to us, such that (i) the maturity dates of all
outstanding loans were extended to October 1, 2016; and (ii) the
early redemption feature applicable to one of the outstanding loans
was removed.
On June 2, 2015, the company entered into an underwriting agreement
to sell 2,500,000 units pursuant to the Shelf Registration for
$2.05 per unit, with each unit consisting of one share of common
stock and 0.2 of one warrant to purchase one share of common stock
with an exercise price of $2.65 per share. The company received
net proceeds of $4.5 million after deducting the underwriting
discounts and other offering expenses.
On October 7, 2015, the company and Kanis entered into a letter
agreement whereby Kanis agreed to amend the terms of the
outstanding loans, in the aggregate principal amount of $7.5
million, made to the company, such that the maturity dates of all
outstanding loans were extended to October 1, 2018.
At September 30, 2015, the company had total assets of $23,952,000,
total liabilities of $22,419,000, and total stockholders' equity of
$1,533,000.
The company posted a net loss of $2,208,000 for the three months
ended September 30, 2015, compared to a net loss of $1,570,000 for
the same period in 2014.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/p3tp667
Clean Diesel Technologies, Inc. currently commercializes its
material technology by manufacturing and distributing light duty
vehicle catalysts and heavy duty diesel emissions control systems
and products to major automakers, distributors, integrators and
retrofitters. The Oxnard, California-based company is
transitioning from being a niche manufacturer of emissions control
solutions for the automotive and heavy duty diesel markets to
becoming an advanced materials technology provider for these
markets.
CLIFFS NATURAL: Closes Sale of Remaining North American Business
----------------------------------------------------------------
Cliffs Natural Resources Inc. has closed the sale of its remaining
coal business, Pinnacle Mine in West Virginia and Oak Grove Mine in
Alabama, to Seneca Coal Resources, LLC. Cliffs values the
transaction at closing at $268 million based on Seneca Coal
assuming all liabilities of the business. Additionally, Seneca
Coal may pay Cliffs an earn out of up to $50 million contingent
upon the terms of a revenue sharing plan which extends through the
year 2020.
Lourenco Goncalves, Cliffs' Chairman, president and chief executive
officer said, "The sale of Pinnacle and Oak Grove to Seneca Coal
marks Cliffs' exit from the coal business, and represents another
very important step in the implementation of our US iron ore
pellet-centric, environmentally compliant strategy. We are pleased
to have found a buyer that was able to agree on a transaction that
not only brings real value to Cliffs shareholders, but will also
preserve jobs for the exceptional people at these two mines." Mr.
Goncalves added: "I commend the Cliffs' coal operations team for an
outstanding job achieving great safety, production and quality
results, preserving the value of our coal business in light of the
many headwinds the industry has faced over this past year. This
transaction was only made possible due to the high quality of our
people at the coal mines, and I wish them the very best as they
move forward with Seneca Coal."
Cliffs said that the transaction closed upon signing of the deal on
Dec. 22, 2015. The Company stated that the deal structure is a
sale of the equity interests of Cliffs' remaining coal business
which includes the legal entities of Cliffs North American Coal
LLC; Pinnacle Mining Company, LLC; Pinnacle Land Company, LLC; Oak
Grove Resources, LLC; Oak Grove Land Company, LLC; and Beard
Pinnacle, LLC.
About Cliffs Natural Resources
Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company. The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota. Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama. Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada. Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.
On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada). The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.
The Company reported a net loss of $8.31 billion in 2014 following
net income of $362 million in 2013.
As of Sept. 30, 2015, the Company had $2.27 billion in total
assets, $4.03 billion in total liabilities and a $1.75 billion
total deficit.
* * *
As reported by the TCR on Feb. 3, 2015, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Cliffs
Natural Resources Inc. to 'B' from 'BB-'. The downgrade of
Cleveland-based Cliffs Natural Resources is driven by a revision
of the company's financial risk profile to "highly leveraged" from
"aggressive" as a result of S&P's lowered iron ore price
assumptions. The 24% cut to $65 per metric ton marked the
third downward revision since early 2014, when S&P's forecast
prices were more than $100 per metric ton.
The TCR reported in March 2015 that Moody's Investors Service
downgraded Cliffs Natural Resources Inc. Corporate Family Rating
and Probability of Default Rating to 'B1' and 'B1-PD'
respectively. "The downgrade in the CFR to 'B1' reflects
expectations for a weaker performance in the Asia Pacific iron ore
(APIO) segment, which has a greater exposure to the movement of
iron ore prices in the seaborne market," said Carol Cowan, Moody's
senior vice president.
CTI BIOPHARMA: Has $24.8M Est. Financial Standing as of Nov. 30
---------------------------------------------------------------
CTI BioPharma Corp. reported it has an estimated net financial
standing of $24.8 million as of Nov. 30, 2015. The total estimated
and unaudited net financial standing of CTI Consolidated Group as
of Nov. 30, 2015, was $25.2 million.
CTI Parent Company trade payables outstanding for greater than 30
days were approximately $12.1 million as of Nov. 30, 2015.
CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $13.3 million as of Nov. 30, 2015.
During November 2015, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.
As of Nov. 30, 2015, there were no amounts overdue of a financial
or tax nature, or amounts overdue to social security institutions
or overdue to employees.
During the month of November 2015, the Company's common stock, no
par value, outstanding increased by 72,056 shares. As a result,
the number of issued and outstanding shares of Common Stock as of
Nov. 30, 2015, was 231,795,987.
About CTI BioPharma
CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.
CTI Biopharma reported a net loss attributable to common
shareholders of $96 million in 2014, compared with a net loss
attributable to common shareholders of $49.6 million in 2013.
As of Sept. 30, 2015, the Company had $63.13 million in total
assets, $90.64 million in total liabilities and a $27.51 million
total shareholders' deficit.
ENCLAVE AT BOYNTON: Objects to Bid for "SARE" Determination
-----------------------------------------------------------
Enclave at Boynton Waters Properties, LLC, opposes the motion filed
by secured creditor Bi Boca Boynton Portfolio, LLC, asking the U.S.
Bankruptcy Court to determine that the Debtor's bankruptcy case is
a "single asset real estate."
The Debtor argues that it is not a single asset debtor because it
owns 37 residential lots that are currently vacant and thus falls
into the exception for residential real property with fewer than 4
residential units. Further, the Debtor tells the Court that it has
sought to have its assets, and the assets of six related debtors
consolidated into the estate of Enclave at Hillsboro, LLC. The
consolidated estate will not constitute single asset real estate
case.
As reported in the Troubled Company Reporter on Dec. 17, 2015, BI
Boca said the Debtor is a single purpose real estate entity whose
only asset is certain real property consisting of vacant lots
located on Esprit Way, Captiva Circle, Boynton Beach, Florida, as
more particularly described including legal description in the
Debtor's Schedule A. Further, the Debtor has little unsecured debt
relative to its secured debt, is not generating any income from the
real and personal property subject to foreclosure, has no employees
or operating business, and apparently has no cash from which to pay
any expenses, including property taxes and insurance, BI Boca
noted.
BI Boca's indebtedness arises from its amended final judgment of
foreclosure in the principal amount of $38,047,369 entered on July
29, 2015 against the Debtor and the other borrowers, and the Final
Order Granting BI Boca's Motion To Tax Attorney's Fees And Costs
And Supplementing Amended Final Judgment Of Foreclosure With
Attorney's Fees And Costs also entered on July 29, 2015, which
awarded BI Boca an additional $155,305 in attorneys' fees and
costs. The combined amount of the indebtedness arising from the
final judgment and the fee order is $38,202,675, and has been
accruing interest at the statutory rate of 4.75% since July 29,
2015, carrying a per diem interest rate of $4,971, BI Boca added.
According to court documents, BI Boca is the largest and only
secured creditor of the Debtor's estate at over $38 million, with
the Debtor advising in its Schedule "A" that the Enclave Boynton
Property has a value in the range of only $2.2 million to $5.5
million. As such, it is undisputed that BI Boca is woefully
under-secured in this estate. To the extent the Debtor is provided
more time in this Court to continue its 18-month search for takeout
financing or a private sale, stay relief should be granted
immediately for BI Boca to re-set its foreclosure sale, which could
be canceled only upon the parties' agreement or a further
bankruptcy court order in conjunction with a Section 363 sale and a
plan of reorganization which provide for the prompt satisfaction in
full of BI Boca's claim.
The Debtor opposed BI Boca's request to dismiss its bankruptcy case
because BI Boca's is not entitled to stay relief.
The Debtor said BI Boca incorrectly asserts that it is entitled to
stay relief for cause under Section 362(d)(1) because the petition
was filed in bad faith, and under Section 362(d)(2) because the
Debtor does not have any equity in the property and such property
is not necessary for an effective reorganization. The Debtor
argued it filed bankruptcy for legitimate motives, and did not file
the bankruptcy in bad faith. Further, it believes that there is
equity in its real property on a consolidated basis, BI Boca is
adequately protected on a consolidated basis, and such property is
necessary for an effective reorganization, the Debtor asserted.
The Debtor is represented by:
Bernice C. Lee, Esq.
Bradley S. Shraiberg, Esq.
SHRAIBERG, FERRARA & LANDAU, P.A.
2385 NW Executive Center Drive, #300
Boca Raton, FL 33431
Tel: (561) 443-0800
Fax: (561) 998-0047
E-mails: blee@sfl-pa.com
bshraiberg@sfl-pa.com
About Enclave at Boynton
Enclave at Boynton Waters Properties, LLC, et al., filed Chapter 11
bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 15-26141,
15-26143, 15-26148, 15-26152, 15-26155, 15-26156, 15-26162 and
15-26165) on Sept. 8, 2015. The petitions were signed by John B.
Kennelly as manager. Erik P. Kimball is assigned to the
first-filed case (15-26141).
On Oct. 7, 2015, the Court ordered that the Debtor's cases will be
jointly administered under Lead Case No. 15-26155.
The Debtors own various parcels of real property that constitute
the collateral of the same secured lender, BI Boca Boynton
Portfolio, LLC.
FREESEAS INC: Shareholders Approve Reverse Common Stock Split
-------------------------------------------------------------
FreeSeas Inc. announced that at the special meeting of the
Company's shareholders held on Dec. 28, 2015, the shareholders
granted discretionary authority to the Company's board of directors
to (A) amend the Amended and Restated Articles of Incorporation of
the Company to effect one or more consolidations of the issued and
outstanding shares of common stock, pursuant to which the shares of
common stock would be combined and reclassified into one share of
common stock at a ratio within the range from 1-for-2 up to
1-for-60 and (B) determine whether to arrange for the disposition
of fractional interests by shareholder entitled thereto, to pay in
cash the fair value of fractions of a share of common stock as of
the time when those entitled to receive such fractions are
determined, or to entitle shareholder to receive from the Company's
transfer agent, in lieu of any fractional share, the number of
shares of common stock rounded up to the next whole number,
provided that, (X) that the Company shall not effect Reverse Stock
Splits that, in the aggregate, exceeds 1-for-60, and (Y) any
Reverse Stock Split is completed no later than the first
anniversary of the date of the special meeting.
About FreeSeas Inc.
Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies. The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.
The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks." As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.
Freeseas reported a net loss of $12.7 million in 2014, a net loss
of $48.7 million in 2013 and a net loss of $30.9 million in 2012.
As of June 30, 2015, the Company had $41.4 million in total assets,
$32.2 million in total liabilities and $9.22 million in total
shareholders' equity.
RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred recurring operating
losses and has a working capital deficiency. In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements. Furthermore, the vast majority of
the Company's assets are considered to be highly illiquid and if
the Company were forced to liquidate, the amount realized by the
Company could be substantially lower that the carrying value of
these assets. Also, the Company has disclosed alternative methods
of testing the carrying value of its vessels for purposes of
testing for impairment during the year ended December 31, 2014.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.
GEO JS TECH: Cites Factors Raising Going Concern Doubt
------------------------------------------------------
Geo JS Tech Group Corp. has substantial doubt about its ability to
continue as a going concern, according to Edward Mui, chief
executive officer, and Jimmy Yee, chief financial officer of the
company in a November 13, 2015 regulatory filing with the U.S.
Securities and Exchange Commission.
"As shown in the accompanying financial statements, the company has
an accumulated deficit of $4,346,544 as of March 31, 2015. The
company also experience insufficient cash flows from operations and
will be required to raise capital to fund its operations until it
is able to generate sufficient revenue to support the future
development. Moreover, the company may be continuously raising
capital through the sale of debt and equity securities," Messrs.
Mui and Yee stated.
"These factors have raised substantial doubt about the company's
ability to continue as a going concern."
The officers further noted, "There can be no assurances that the
company will be able to obtain adequate financing or achieve
profitability.
"To date we have incurred substantial losses and will require
financing for working capital to meet future obligations. We
anticipate needing additional financing on an ongoing basis for the
foreseeable future unless our operations provide adequate funds, of
which there can be no assurance. It is most likely we will satisfy
future financial needs through the sale of equity securities,
although we could possibly consider debt securities or promissory
notes. We believe the most probable source of funds will be from
existing stockholders and/or management, although there are no
formal agreements to do so. If we are unable to get our shares
included in a public trading market, it will be more difficult to
raise funds though the sale of common stock. We cannot assure you
that we will be able to obtain adequate financing, achieve
profitability, or to continue as a going concern in the future."
Net loss for the three months ended September 30, 2015 was
($69,081) compared to a loss of ($335,986) for the three months
ended September 30, 2014. The small net loss for 2015 is primarily
due to the shutdown of operations in Mexico and less of activity in
trading, due to the depressed iron ore price in the world market
and slow down in the People's of Republic China.
At September 30, 2015, the company had total assets of $2,962,006,
total liabilities of $1,220,740, and total stockholders' equity of
$1,741,267.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/qcl2la9
Geo JS Tech Group Corp. is engaged in sand, stone and iron mineral
mine exploration in Mexico. The company maintains its
headquarters in Houston.
GLOBAL COMPUTER: Expands Crowley Hoge's Role as Special Counsel
---------------------------------------------------------------
Global Computer Enterprises, Inc., dba GCE, seeks authorization
from the U.S. Bankruptcy Court for the Eastern District of Virginia
to expand Crowley, Hoge & Fein, P.C.'s role as special counsel to
include litigation against Armstrong Teasdale LLP as of September
18, 2015.
The Debtor is seeking to expand Crowley Hoge's role as special
counsel to include serving as the Debtor's special counsel with
respect to all aspects of the AT Litigation, from the completion of
discovery through a final hearing.
CHF's hourly rates for the primary attorneys working on the AT
Litigation are as follows:
Christopher C. Hoge, Partner $400
Katherine Wiedmann, Partner $275
Elena Iuga, Associate $250
Paralegals and Law Clerks $100
Crowley Hoge will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Christopher G. Hoge, partner of Crowley Hoge, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Crowley Hoge can be reached at:
Christopher G. Hoge, Esq.
Crowley, Hoge & Fein, P.C.
1730 Rhode Island Ave. NW, Ste 1015
Washington, DC 20036-3112
Tel: (202) 483-2900
Fax: (202) 483-1365
E-mail: chfcgh@aol.com
About Global Computer Enterprises
Global Computer Enterprises, Inc., doing business as GCE, is a
cloud-based "software as a service" provider, commonly referred to
as a "SAAS," offering financial management solutions primarily to
executive departments of the federal government and independent
federal government agencies. GCE sought protection under Chapter
11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on
Sept. 4, 2014. The case is assigned to Judge Robert G. Mayer.
The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP,
in McLean, Virginia. The Debtor's financial advisor is Weinsweig
Advisors. The petition was signed by Mike Freeman, interim chief
operating officer.
Judge Mayer designated Mike Freeman to perform duties imposed upon
GCE by the Bankruptcy Code.
The U.S. Trustee for Region 4 appointed three creditors of Global
Computer Enterprises, Inc. to serve on the official committee of
unsecured creditors. The Committee tapped Armstrong Teasdale LLP,
as its counsel and Leach Travell Britt PC as its local bankruptcy
counsel.
GLOBAL DEFENSE: Liquidation Provision Raises Going Concern Doubt
----------------------------------------------------------------
Global Defense & National Security Systems, Inc. (NASDAQ: GDEF)'s
mandatory liquidation and subsequent dissolution raises substantial
doubt about the company's ability to continue as a going concern,
Dale R. Davis, chief executive officer, and Craig Dawson, chief
financial officer of the company said in a regulatory filing with
the U.S. Securities and Exchange Commission on November 13, 2015.
According to the officers, on October 23, 2015, the company held a
special meeting of the stockholders at which its stockholders
approved proposals to amend and restate the company's amended and
restated certificate of incorporation to extend the time that the
Company has to complete its initial Business Combination until
November 24, 2015 (the "October Extension Meeting"). If the
company is unable to consummate its initial Business Combination by
November 24, 2015 (or, if the Extension Proposal is approved,
December 24, 2015), the company will (i) cease all operations
except for the purposes of winding up of its affairs; (ii)
distribute the aggregate amount then on deposit in the Trust
Account, including a portion of the interest earned thereon which
was not previously used for payment of franchise and income taxes,
pro rata to its public stockholders by way of redemption of its
Public Shares (which redemption would completely extinguish such
holders' rights as stockholders, including the right to receive
further liquidation distributions, if any); and (iii) as promptly
as possible following such redemption, dissolve and liquidate the
balance of its net assets to its remaining stockholders, as part of
its plan of dissolution and liquidation.
"The mandatory liquidation and subsequent dissolution raises
substantial doubt about the company's ability to continue as a
going concern," Messrs. Davis and Dawson pointed out.
"The Sponsor has agreed to waive its redemption rights with respect
to the Sponsor's Shares and Private Placement Shares (i) in
connection with the consummation of a Business Combination, (ii) if
the company fails to consummate our initial Business Combination
within 25 months from the date of its prospectus (October 24,
2013), (iii) in connection with an expired or unwithdrawn tender
offer, and (iv) upon its liquidation prior to the expiration of the
25 month period. However, if its Sponsor should acquire Public
Shares in or after the Public Offering, it will be entitled to
receive its pro rata share of cash proceeds distributed by the
company with respect to such Public Shares if the company fails to
consummate a Business Combination within the required time period.
The underwriters have agreed to waive their rights to their
deferred underwriting commission held in the Trust Account in the
event the company does not consummate a Business Combination within
25 months from the date of its prospectus (October 24, 2013) and,
in such event, such amounts will be included with the funds held in
the Trust Account that will be available to fund the conversion of
its Public Shares. In the event of such distribution, it is
possible that the per share value of the residual assets remaining
available for distribution (including Trust Account assets) will be
less than the initial Public Offering price per share of Common
Stock in the Public Offering."
For the three and nine month periods ended September 30, 2015, the
company had a net loss of $1,736,996 and $4,534,801, respectively
for the three and nine month periods ended September 30, 2014:
$363,957 and $1,703,632, consisting primarily of interest income
offset by general and administrative expenses. The general and
administrative expenses incurred consist mainly of legal expenses
and financial due diligence expenses incurred in connection with
the proposed Business Combination and related filings with the
SEC.
At September 30, 2015, the company had total assets of $64,160,017,
total liabilities of $8,315,291, and total stockholders' equity of
$5,000,001.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/gvmuxoa
Global Defense & National Security Systems, Inc. (NASDAQ: GDEF),
based in Reston, Virginia, is a public company formed to acquire
operating business in the U.S. defense and national security
sectors. In November 2015, the company announced the completion of
its transaction with STG Group, Inc. whereby the company changed
its name to STG Group, Inc. and anticipates trading under the
ticker STGG.
HORSEHEAD HOLDING: S&P Lowers Rating to 'CCC', Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has downgraded
Pittsburgh-based zinc producer Horsehead Holding Corp. to 'CCC'
from 'B-'. The outlook is negative.
At the same time, S&P lowered its issue-level rating on the
company's senior secured notes to 'CCC' from 'B-'. The '4'
recovery rating on the debt is unchanged, indicating S&P's
expectation of average (30%-50%; lower half of the range) recovery
in the event of a payment default.
"The downgrade reflects our view of Horsehead's deteriorating
operating performance, weakening liquidity position, and
unsustainable leverage," said Standard & Poor's credit analyst Ryan
Gilmore. "We expect that low zinc and nickel prices will persist
into 2016 given Standard & Poor's expectations of limited near-term
upside for zinc despite improved supply and demand fundamentals and
a moderately oversupplied global market for nickel. Additionally,
we expect that the production levels at Horsehead's new Mooresboro
facility will remain constrained as the project continues to be
stymied by operational issues."
The negative outlook reflects S&P's view that Horsehead's liquidity
position will deteriorate further over the next 12 months as
continued weakness in base metal markets and the
slower-than-expected ramp up of its Mooresboro facility causes its
operating cash flow to turn negative, placing additional pressure
on its liquidity.
S&P would lower its corporate credit rating on Horsehead to 'CCC-'
if S&P believes that a default event, such as a distressed exchange
or redemption, appears inevitable over the next six months absent
unanticipated significantly favorable changes in Horsehead's
circumstances. S&P would also lower its rating if Horsehead misses
an interest payment on its debt.
It is unlikely that S&P would raise its rating on Horsehead over
the next 12 months given its weak liquidity position. However, S&P
would consider raising its rating on the company if it bolstered
its liquidity, such as through an equity or debt issuance or
material asset sales. S&P could also upgrade the company if its
Mooresboro facility becomes fully operational and generates
additional EBITDA of $90 million-$100 million and about $35 million
in free operating cash flow, which is in line with the company's
expectations. Horsehead would also likely need to have available
liquidity (cash plus borrowing capacity) of at least
$50 million for S&P to consider an upgrade.
ICAGEN INC: 2015 Stock Incentive Plan Approved
----------------------------------------------
A majority of the stockholders of Icagen, Inc. approved the Icagen,
Inc. 2015 Stock Incentive Plan, which would allow the Company to
grant awards of up to 800,000 shares of the Company's common stock
under the 2015 Stock Incentive Plan. The adoption of the 2015
Stock Incentive Plan will become effective 20 days after delivery
of the Company's definitive Information Statement on Schedule 14C.
About Icagen
Icagen, Inc., formerly known as XRpro Sciences, Inc., is a
biopharmaceutical company, focuses on the discovery, development,
and commercialization of orally-administered small molecule drugs
that modulate ion channel targets. Its drug candidates include
ICA-105665, a small molecule compound that targets specific KCNQ
ion channels for the treatment of epilepsy and pain, which is in
Phase II clinical trial stage; and a compound that targets the
sodium channel Nav1.7 for the treatment of pain, which is in Phase
I clinical trial stage.
XRPro Sciences reported a net loss applicable to common stock of
$569,000 in 2014 following a net loss applicable to common stock of
$5.88 million in 2013.
As of Sept. 30, 2015, the Company had $18.2 million in total
assets, $14.3 million in total liabilities, $133,000 in convertible
redeemable preferred stock, and $3.78 million in total
stockholders' equity.
INDEPENDENCE TAX: Loss, Deficit Raise Going Concern Doubt
---------------------------------------------------------
Independence Tax Credit Plus L.P. II posted a net loss of $165,572
for the three months ended September 30, 2015, compared to a net
loss of $127,835 for the quarter ended September 30, 2014. At
September 30, 2015, the company had total assets of $2,520,090,
total liabilities of $17,043,575, and total partners' deficit of
$14,523,485.
Mark B. Hattier, chief financial officer, and Alan T. Fair,
president of the company said in a regulatory filing with the U.S.
Securities and Exchange Commission on November 13, 2015: "At
September 30, 2015, the Partnership's liabilities exceeded assets
by $14,523,485 and for the six months ended September 30,the
partnership had net loss of $246,964.
"These factors raise substantial doubt about the partnership's
ability to continue as a going concern."
Messrs. Hattier and Fair noted, "Partnership management fees of
approximately $1,880,000 will be payable out of sales or
refinancing proceeds only to the extent of available funds after
payments on all other partnership liabilities have been made and
after the Limited Partners have received a 10% return on their
capital contributions. As such, the general partner of the
partnership, Independent Associates GP LLC cannot demand payment of
these deferred fees beyond the partnership's ability to pay them.
In addition, where the partnership has unpaid partnership
management fees related to sold properties, such management fees
are written off and recorded as capital contributions.
"The mortgage payable balance of $6,670,450 and the accrued
interest payable balance of $8,098,501, are of a nonrecourse nature
and secured by the property. The partnership is currently in the
process of disposing of its last remaining investment.
Historically, the mortgage notes and accrued interest thereon have
been assumed by the buyer in instances of sales of the
partnership's interest or have been paid off from sales proceeds in
instances of sales of the property. In most instances when the
partnership's interest was sold and liabilities were assumed, the
partnership recognized a gain from the sale. The partnership owns
the limited partner interest in its last remaining investment, and
as such has no financial responsibility to fund operating losses
incurred by the local partnership. The maximum loss the
Partnership would incur is its net investment in such Local
Partnership.
"The partnership has cash reserves of approximately $2,027,000 at
September 30, 2015. Such amount is considered sufficient to cover
the partnership's day to day operating expenses, excluding fees to
the general partner, for at least the next year. The partnership's
operating expenses, excluding the local partnerships' expenses and
related party expenses, amounted to approximately $103,000 for the
six months ended September 30, 2015.
"Management believes the mitigating factors enable the Partnership
to continue as a going concern."
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/zq9wqf7
Independence Tax Credit Plus L.P. II owns affordable apartment
complexes that are eligible for low-income housing tax credit. As
of September 30, 2015, the company had ownership interests in one
investment.
JAGUAR ANIMAL: Posts Net Loss, Discloses Going Concern Doubt
------------------------------------------------------------
Jaguar Animal Health, Inc., posted a net loss and comprehensive
loss of $2,960,671 for the three months ended September 30, 2015,
compared to a net loss and comprehensive loss of $2,730,261 for the
same period in 2014.
John A. Kallassy, chief financial officer and principal financial
and accounting officer of the company said in a regulatory filing
with the U.S. Securities and Exchange Commission on November 13,
2015: "The company has incurred recurring operating losses since
inception and has an accumulated deficit of $21,571,507 as of
September 30, 2015. The company expects to incur substantial
losses in future periods. Further, the company's future operations
are dependent on the success of the company's ongoing development
and commercialization efforts. There is no assurance that
profitable operations, if ever achieved, could be sustained on a
continuing basis.
"The company plans to finance its operations and capital funding
needs through equity and/or debt financing as well as revenue from
future product sales. However, there can be no assurance that
additional funding will be available to the company on acceptable
terms on a timely basis, if at all, or that the company will
generate sufficient cash from operations to adequately fund
operating needs or ultimately achieve profitability. If the
company is unable to obtain an adequate level of financing needed
for the long-term development and commercialization of its
products, the company will need to curtail planned activities and
reduce costs. Doing so will likely have an adverse effect on the
company's ability to execute on its business plan.
"These matters raise substantial doubt about the ability of the
company to continue in existence as a going concern."
Mr. Kallassy also noted, "We believe the net proceeds from our
initial public offering, our existing cash and cash equivalents,
together with the achievement of certain milestones which will
allow us to access an additional $1.5 million from the restricted
cash portion of our senior secured loan facility with Hercules
Technology Growth Capital, Inc. (announced on August 19, 2015) will
be sufficient to fund our operating plan through April 2016 and
anticipated commercial launch of Canalevia for CID in dogs, as well
as for the pivotal data and regulatory filing with the U.S. Food
and Drug Administration (FDA) to expand the indication to general
watery diarrhea in dogs. However, our operating plan may change
due to many factors currently unknown to us, and we may need to
seek additional funds sooner than planned, through public or
private equity or debt financings or other sources, such as
strategic collaborations. Such financing may result in dilution to
stockholders, imposition of debt covenants and repayment
obligations or other restrictions that may affect our business. In
addition, we may seek additional capital due to favorable market
conditions or strategic considerations even if we believe we have
sufficient funds for our current or future operating plans. We may
also not be successful in entering into partnerships that include
payment of upfront licensing fees for our products and product
candidates for markets outside the United States, where
appropriate. If we do not generate upfront fees from any
anticipated arrangements, it would have a negative effect on our
operating plan.
"We expect that we will increase our expenditures in the future in
order to continue our efforts to develop animal health products,
continue to commercially launch Neonorm and continue development of
Canalevia in the near term. We have agreed to pay Indena S.p.A.
aggregate fees of approximately EUR2.1 million under memorandums of
understanding relating to the establishment of our commercial
manufacturing arrangement. The exact amounts and timing of any
expenditures may vary significantly from our current intentions."
At September 30, 2015, the company had total assets of $16,641,322,
total liabilities of $8,275,520, and total stockholders' equity of
$8,365,802.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/hqpybyk
Jaguar Animal Health, Inc. develops and commercializes
first-in-class gastrointestinal products for companion and
production animals. This animal health company is based in San
Francisco.
JOE'S JEANS: Faces Uncertainties Raising Going Concern Doubt
------------------------------------------------------------
Joe's Jeans Inc. faces uncertainties that raise substantial doubt
about its ability to continue as a going concern, according to
Samuel J. Furrow, interim chief executive officer and chairman of
the board of directors, and Hamish Sandhu, chief financial officer
of the company in a regulatory filing with the U.S. Securities and
Exchange Commission on November 13, 2015.
Messrs. Furrow and Sandhu related, "On November 6, 2014, we
received an initial notice of default and event of default and
demand for payment of default interest under the term loan credit
facility for violating certain financial and maintenance covenants
from Garrison Loan Agency Service LLC (Garrison). As of August 31,
2015, we were not in compliance with certain financial and
maintenance covenants under the term loan credit agreement. As a
result of the events of default under the term loan credit
agreement, this also triggered a default and an event of default
under the terms of the revolving credit agreement with CIT
Commercial Services, Inc., a unit of CIT Group, (CIT).
"Both lenders reserved their respective rights to exercise any and
all remedies available to them under their respective agreements
and demanded payment of interest under those agreements at the
default rate of interest. In addition, as a result of the events
of default under the term loan credit agreement and the revolving
credit agreement, we also were in default of our subordinated
convertible notes issued to the former equity owners of Hudson
Clothing, LLC. Under the terms of the revolving credit and term
loan credit agreements, we were prohibited from making any payments
under the subordinated convertible notes, but we were accruing
interest on the convertible notes at the default rate. We were
also prohibited from making earn-out payments to our former
creative director, Mr. Joseph M. Dahan under his buy-out
agreement.
"On September 11, 2015, our indebtedness outstanding under the term
loan credit agreement was fully repaid with a portion of the
proceeds of the sale of certain Joe's assets. As a result, the
term loan credit agreement was paid in full and terminated on
September 11, 2015. We also used a portion of the proceeds from
the asset sale to repay a substantial portion of our indebtedness
under the revolving credit agreement, and on September 11, 2015, we
entered into an amended and restated revolving credit agreement,
which waived our existing defaults, forbearance defaults and
certain other defaults."
The officers further noted, "As of August 31, 2015, our cash
balance was $368,000 and our borrowing base cash availability with
CIT was approximately $11,000,000. As of August 31, 2015, our
revolving credit facility had a balance of $19,587,000.
"Based on our cash on hand, cash flow from operations and the
expected borrowing availability under the A&R Revolving Credit
Agreement with CIT based upon our borrowing base and sales
forecasts, we believe that we have the working capital resources
necessary to meet our projected operational needs for the remainder
of fiscal 2015. However, if we require more capital for growth and
integration or if we experience a decline in sales and/or operating
losses, we believe that it will be necessary to obtain additional
working capital through additional credit arrangements. However,
there can be no assurance that other financings will be available
if needed.
"Our inability to fulfill any interim working capital requirements
raises a substantial doubt about our ability to continue as a going
concern for a reasonable period of time."
At August 31, 2015, the company had total assets of $171,529,000,
total liabilities of $148,976,000, and total stockholders' equity
of $22,553,000.
The company generated net income of $5,659,000 for the third
quarter of fiscal 2015 compared to $276,000 for the third quarter
of fiscal 2014. The income tax benefit of $12,801,000 was the
primary reason for its net income for the third quarter of fiscal
2015.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/h7evn9w
Joe's Jeans Inc., based in Commerce, California, designs, develops
and markets apparel products, including denim jeans, casual wear
and accessories under the brand names Joe's(R) and Hudson(R). The
company completed an asset sale related to Joe's(R) brand in
September 2015.
LABSTYLE INNOVATIONS: Cites Conditions Raising Going Concern Doubt
------------------------------------------------------------------
LabStyle Innovations Corp. has substantial doubt about its ability
to continue as a going concern, according to Erez Raphael,
president and chief executive officer, and Zvi Ben David, chief
financial officer, secretary and treasurer of the company in a
regulatory filing with the U.S. Securities and Exchange Commission
on November 13, 2015.
Messrs. Raphael and David stated, "During the nine month period
ended September 30, 2015, the company incurred operating losses and
negative cash flows from operating activities amounting to
$5,836,000 and $4,214,000, respectively. The company will be
required to obtain additional capital resources in the near term to
support its products' commercialization, ramp up manufacturing and
maintain its research and development activities. The company is
addressing its liquidity needs by seeking additional funding from
public and/or private sources and by commencing its commercial
sales. There are no assurances, however, that the company will be
able to obtain an adequate level of financial resources that are
required for the short and long-term development and
commercialization of its product. According to management
estimates, the company has sufficient liquidity resources to
continue its planned activity into January 2016.
"These conditions raise substantial doubt about the company's
ability to continue as a going concern.
"As such, we have a significant present need for capital. If we
are unable to scale up our commercial launch of Dario(TM) or meet
our commercial sales targets (or if we are unable to generate any
revenue at all), and if we are unable to obtain additional capital
resources in the near term, we may be unable to continue activities
absent material alterations in our business plans and our business
might fail."
Net loss decreased by $1,248,000 or 41%, to $1,829,000 for the
three months ended September 30, 2015 compared to $3,077,000 for
the three months ended September 30, 2014 and decreased by
$3,845,000, or 41%, to $5,470,000 for the nine months ended
September 30, 2015 compared to $9,315,000 for the nine months ended
September 30, 2014.
At September 30, 2015, the company had total assets of $3,550,000
and a total stockholders' deficiency of $3,960,000.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/o4kf3v4
LabStyle Innovations Corp. is a mobile health company developing
and commercializing patented technology providing customers with
laboratory-testing capabilities using smart phones and other mobile
devices. The company's principal operating subsidiary, LabStyle
Innovation Ltd., is an Israeli company headquartered in Caesarea,
Israel.
MCORPCX INC: Losses, et al., Raise Going Concern Doubt
------------------------------------------------------
McorpCX, Inc. incurred a net loss of $234,888 for the three months
ended September 30, 2015, compared to a net income of $39,881 for
the quarter ended September 30, 2014. For the nine months ended
September 30, 2015, the company had a net loss of $649,893. In
addition, the company had a net income of $3,123 for the year ended
December 31, 2014.
"These circumstances result in substantial doubt as to the
company's ability to continue as a going concern," Michael Hinshaw,
president, principal executive officer, principal accounting
officer, principal financial officer, treasurer and director of the
company, said in a regulatory filing with the U.S. Securities and
Exchange Commission dated November 9, 2015.
According to Mr. Hinshaw, "The company's ability to continue as a
going concern is dependent upon the company's ability to continue
to generate sufficient revenues to operate profitably, or raise
additional capital through debt financing and/or through sales of
common stock.
"The failure to achieve the necessary levels of profitability or
obtain the additional funding would be detrimental to the company.
"We cannot provide any assurance that profits from operations, if
any, will generate sufficient cash flow to meet our working capital
needs and service our existing debt, nor that sufficient capital
can be raised through debt or equity financing."
At September 30, 2015, the company had total assets of $1,023,131,
total liabilities of $294,192, and total shareholders' equity of
$728,939.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/nbhc7fg
McorpCX, Inc. formerly Touchpoint Metrics, Inc. is a customer
experience (CX) management solutions based in San Francisco. The
company provides Touchpoint Mapping(R), an on-demand (cloud-based)
suite of customer experience software, as well as professional and
related services designed to help organizations improve customer
experience, increase customer loyalty, reduce costs and increase
revenues.
NET DATA: Can Employ GlassRatner as Financial Advisor
-----------------------------------------------------
In a Nov. 30, 2015 memorandum decision, Judge Neil W. Bason of the
U.S. Bankruptcy Court for the Central District of California
conditionally granted Net Data Centers, Inc.'s application for to
employ GlassRatner Advisory & Capital Group, LLC, as financial
advisor, consultant, and expert witness.
Judge Bason, in approving the employment application, held that
GlassRatner is eligible to be employed as the proposed financial
advisor, consultant and expert witness.
Judge Bason said that in relation to the application having noted
that GlassRatner employs Brad Smith, who is the spouse of Chief
Bankruptcy Judge Sheri Bluebond (to whom the case has been
assigned) as a managing director in its Los Angeles, California
office:
(a) Judge Bluebond has established that she will not adjudicate
the application or any disputes concerning compensation or
reimbursement to be paid to GlassRatner in connection with the
case, and all such matters will be assigned to another judge; and
(b) various additional steps have been taken to establish
ethical and financial screens and to provide an opportunity for any
party-in-interest to object.
J. Michael Issa, a principal at GlassRatner, submitted a
declaration to further support the Debtor's employment of
GlassRatner. Mr. Issa said that Patrick Lacy will also provide
services for the Debtor in relation to the engagement.
On Nov. 23, 2015, the Official Committee of Creditors Holding
Unsecured Claims supported the Debtor's application. Paul A. Beck,
Esq., made a declaration of no objection and requested that the
Debtor's motion be granted.
Terms of GlassRatner's Employment
In the application, the Debtor said that GlassRatner's fees and
reimbursement of costs will be paid on an interim basis by Debtor
upon submission of professional fee statements absent opposition
thereto.
The application disclosed that GlassRatner employs Brad Smith as a
managing director in its Los Angeles, California office. Mr. Smith
is the spouse of Judge Bluebond. Mr. Smith will not be working on
the case nor share in any compensation for work performed on behalf
of the Debtor by GlassRatner.
GlassRatner will serve as consultant in the case for purposes of
analyzing and presenting testimony related to valuation issues and
future performance issues in connection with pending sale of the
Debtor's East Coast data center assets with respect to related
lease assumption issues and plan confirmation matters.
J. Michael Issa will lead the engagement. Mr. Issa will manage the
day-to-day activities and will assign staff as appropriate. Rates
for the professionals that might be involved in the matter are:
J. Michael Issa $495
Adam Meislik $450
Patrick Lacy $325
The Committee is represented by:
Steven M. Spector, Esq.
Brian T. Harvey, Esq.
BUCHALTER NEMER, A Professional Corporation
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017-2457
Tel: (213) 891-0700
Fax: (213) 896-0400
E-mail: sspector@buchalter.com
About Net Data Centers
Net Data Centers, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 15-12690) on Feb. 23, 2015. Pervez
P. Delawalla, the president & CEO, signed the petition. The
Hon. Sheri Bluebond is assigned to the case. William F Govier,
Esq., at Lesnick Prince & Pappas LLP, serves as counsel to the
Debtor.
The Debtor disclosed, in its amended schedules, $9,566,908 in
assets and $13,352,373 in liabilities. In its original schedules,
the Debtor disclosed $9,110,070 in assets and $5,236,687 in
liabilities.
The U.S. trustee appointed three creditors to serve on the Official
Committee of Unsecured Creditors. The Committee is represented by
Buchalter Nemer, APC.
NET DATA: Has Until Feb. 19 to Solicit Votes for Ch. 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Net Data Centers, Inc.'s exclusive periods to file a
Chapter 11 plan until Dec. 21, 2015, and solicit acceptances on
that plan until Feb. 19, 2016.
The Debtors are represented by:
Paul A. Beck, Esq.
Lewis R. Landau, Esq.
LAW OFFICES OF PAUL A. BECK, APC
13701 Riverside Drive, Suite 701
Sherman Oaks, California 91423
Tel: (818) 501-1141
Fax: (818) 501-1241
E-mails: pab@pablaw.org
lew@landaunet.com
About Net Data Centers
Net Data Centers, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 15-12690) on Feb. 23, 2015. Pervez
P. Delawalla, the president & CEO, signed the petition. The
Hon. Sheri Bluebond is assigned to the case. William F Govier,
Esq., at Lesnick Prince & Pappas LLP, serves as counsel to the
Debtor.
The Debtor disclosed, in its amended schedules, $9,566,908 in
assets and $13,352,373 in liabilities. In its original schedules,
the Debtor disclosed $9,110,070 in assets and $5,236,687 in
liabilities.
The U.S. trustee appointed three creditors to serve on the
Official
Committee of Unsecured Creditors. The Committee is represented by
Buchalter Nemer, APC.
NEW YORK MILITARY: Court Approves Hilco as Marketing Consultant
---------------------------------------------------------------
New York Military Academy sought and obtained permission from the
Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York to employ Hilco Real Estate LLC as
its marketing consultant real estate broker.
The Debtor requires Hilco to:
(a) obtain purchasers for its real property located in
the Town of Cornwall, Orange County, New York and its
preparatory school; and
(b) negotiate a sale of the Estate's real property and
preparatory school.
The Debtor has been advised that Hilco Real Estate, LLC has
established a budget of $56,429.00 to market the Debtor's
preparatory school and real property. Hilco Real Estate, LLC's
commission structure will be as follows:
-- 3% if a new, previously unidentified party is the winning
bidder;
-- 2% if one of the previously identified parties is the winning
bidder;
-- 1% if the secured creditors use a credit bid as the winning
bid, otherwise, 2% if the secured creditor's bid is in excess
of their debt in submitting the winning bid;
-- a Buyer's premium of 3% of the High Bid Price will be charged
to the successful bidder. This will offset Hilco's commission
as well as the marketing investment.
If Global Preparatory Academy purchases the School and real
property pursuant to its current contract, the commission will be
$50,000. If Oriental Cambridge Group purchases the School and real
property, the commission will be $50,000. If Global Preparatory
Academy or the Oriental Cambridge Group purchase the School and
real property as part of the Auction Sale, the commission will be
2%.
Hilco can be reached at:
HILCO REAL ESTATE LLC
5 Revere Dr Suite 320
Northbrook, IL 60062
Tel: (847) 714-1288
About New York Military
New York Military Academy operated a military preparatory school in
the town of Cornwall, Orange County New York, a not-for-profit
corporation for more than 130 years. Its real property consists of
three separate parcels of land. The first parcel consists of 77.3
acres of property that contains administrative, academic, dormitory
facilities, accessory structures, apartments and several single
family residences. The second parcel of land is an undeveloped
parcel on the east side of Route 9D and is approximately 35 acres.
The third parcel is also an undeveloped parcel on the east side of
Route 9D and is approximately 1.1 acres.
New York Military Academy filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 15-35379) on March 3, 2015. David B.
Fields, the First Vice-President, signed the petition. The Debtor
reported total assets of $10.5 million and total debts of $10.9
million.
Lewis D. Wrobel, Esq., at Lewis D. Wrobel, serves as counsel to the
Debtor.
The U.S. Trustee for Region 2 appointed three unsecured creditors
to serve on the Official Committee of Unsecured Creditors. The
Committee tapped Steven Jurista, Esq., Wasserman, Jurista & Stolz,
PC, as counsel.
PACIFIC THOMAS: Court Orders Return of $341K Transfers to Trustee
-----------------------------------------------------------------
Kyle Everett, Chapter 11 trustee of the bankruptcy estate of
Pacific Thomas Corporation, brought an adversary proceeding to
recover prepetition and postpetition transfers from the Debtor's
estate, either directly or by Pacific Trading Ventures to Thomas
Capital Investments.
Judge M. Elaine Hammond of the United States Bankruptcy Court for
the Northern District of California finds that the Plaintiff
established that the Defendant received $341,059 in Transfers that
are avoided and recoverable from the Defendant and enters judgment
for the Plaintiff.
The adversary case is Kyle Everett, Plaintiff. v. Thomas Capital
Investments, Defendant, Adv. No. 14-5117 (Bankr. N.D. Calif.).
The bankruptcy case is In re Pacific Thomas Corporation, Chapter
11, Debtor, Case No. 14-54232 MEH (Bankr. N.D. Calif.).
A full-text copy of the Memorandum Decision dated December 8, 2015
is available at http://is.gd/srKtkPfrom Leagle.com
Kyle Everett , Plaintiff, represented by Robert E Izmirian,
Buchalter, Esq. -- rizmirian@buchalter.com -- Nemer, Fields and
Younger.
Thomas Capital Investments, Defendant, represented by Paul
McCarthy, Esq. -- Law Offices of Paul McCarthy.
About Pacific Thomas Corp.
Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.
The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah. Hawaii based
activities are managed under the name Thomas Capital Investments.
Bankruptcy Judge M. Elaine Hammond presides over the case. Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel. The petition was signed by Jill V. Worsley, COO,
secretary. Kyle Everett was named Chapter 11 trustee of the
Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.
In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.
In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims. The new loan would be refinanced by the
reorganized company before the loan terms expires. If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.
PARKVIEW ADVENTIST: CMHC's Bid to Reconsider Sale Order Denied
--------------------------------------------------------------
Judge Peter G. Cary of the United States Bankruptcy Court for the
District of Maine denied Central Maine Healthcare Corporation's
motion seeking reconsideration of the August 20, 2015 sale order,
and amendment of certain findings and conclusions contained in the
order.
Parkview Adventist Medical Center sought to sell its assets to Mid
Coast Hospital by private sale. Judge Cary denied the motion for
private sale but permitted the sale of the assets by an auction.
Two bids were presented at the auction sale held on August 19, 2015
-- one each from Mid Coast Hospital and CMHC. The board of
directors for PAMC voted to accept the bid of Mid Coast Hospital.
The terms of the sale were incorporated in the sale order.
In its motion for reconsideration, CMHC contended that it was not
allotted sufficient time to review the sale order and that certain
findings of fact and conclusions of law contained within the sale
order were unsupported by the record and must be removed.
Judge Cary, however, found that CMHC did, in fact, review the sales
order and suggested amendments to it. Judge Cary also found that
all findings and conclusions were adequately supported by evidence
presented at trial and reasonable inferences therefrom.
The case is In re: Parkview Adventist Medical Center, Chapter 11
Debtor, Case No. 15-20442 (Bankr. D. Me.).
A full-text copy of Judge Cary's December 14, 2015, opinion is
available at http://is.gd/hP14Igfrom Leagle.com.
Parkview Adventist Medical Center is represented by:
Lee H Bals, Esq.
Andrew Helman, Esq.
David C Johnson, Esq.
George J Marcus, Esq.
MARCUS, CLEGG & MISTRETTA, PA
One Canal Plaza, Suite 600
Portland, ME 04101
Tel: (207) 828-8000
Fax: (207) 773-3210
Email: lbals@mcm-law.com
ahelman@mcm-law.com
djohnson@mcm-law.com
gmarcus@mcm-law.com
-- and --
Roger A Clement, Jr., Esq.
Kathleen G Healy, Esq.
Richard G Moon, Esq.
VERRILL DANA, LLP
One Portland Square
Portland, ME 04112-0586
Tel: (207) 774-4000
Fax: (207) 774-7499
Email: rclement@verrilldana.com
khealy@verrilldana.com
jheidt@verrilldana.com
rmoon@verrilldana.com
-- and --
Jefffrey Heidt, Esq.
VERRILL DANA, LLP
One Boston Place, Suite 1600
Boston, MA 02108-4407
Tel: (617) 309-2600
Fax: (617) 309-2601
Email: jheidt@verrilldana.com
-- and --
Charles Dingman, Esq.
Anthony J Manhart, Esq.
PRETI, FLAHERTY, LLP
One City Center
Portland, ME 04101
Tel: (207) 791-3000
Fax: (207) 791-3111
Email: cdingman@preti.com
amanhart@preti.com
Office of U.S. Trustee is represented by:
Stephen G Morrell, Esq.
Jennifer H Pincus, Esq.
OFFICE OF THE U.S. TRUSTEE
537 Congress Street, Room 300
Portland, ME 04101
Tel: (207) 780-3564
(207) 780-3568
About Parkview Adventist
Parkview Adventist Medical Center, a Maine non-profit corporation,
operates the Parkview Hospital, a faith-based acute care community
hospital located in Brunswick, Maine, affiliated with the Seventh
Day Adventist Church. Its mission is to provide services
supporting the physical, emotional and spiritual wellness of its
patients.
Parkview sought Chapter 11 protection (Bankr. D. Maine Case No.
15-20442) in Portland, Maine, on June 16, 2015. The case is
assigned to Judge Peter G Cary.
The Debtor estimated $10 million to $50 million in assets and
debt.
According to the docket, the appointment of a health care ombudsman
is due by July 16, 2015. The deadline for filing claims is Oct. 7,
2015. The Debtor's plan and disclosure statement are due Oct. 14,
2015.
The Debtor is represented by George J. Marcus, Esq., at Marcus,
Clegg & Mistretta, PA, in Portlane, Maine.
PLEASE TOUCH: Creditors Have Until Jan. 8, 2016 to File Claims
--------------------------------------------------------------
Creditors of Please Touch Museum have until next week to file their
claims, according to a filing with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania.
Claims of general creditors must be filed on or before the Jan. 8,
2016 deadline. Meanwhile, governmental units must file their
claims on or before March 9, 2016.
The deadline is called a "bar date" because it means that creditors
who come forward after that date may be "barred" from ever filing a
claim.
About Please Touch Museum
Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 15-16558) on Sept. 11, 2015. The petition was
signed by Lynn McMaster as president and chief executive officer.
The Debtor disclosed total assets of $16,244,356 and total
liabilities of $63,513,617.
Judge Jean K. FitzSimon is assigned to the case.
Dilworth Paxson LLP serves as the Debtor's counsel. EisnerAmper
LLP acts as the Debtor's financial advisor. Isdaner & Company, LLC
represents as the Debtor's tax advisor and auditor. Rust
Consulting/Omni Bankruptcy is the Debtor's claims, notice and
solicitation agent.
The Debtor operates a children's museum known as the Please Touch
Museum located at Memorial Hall in the Fairmount Park section of
Philadelphia. The Debtor generates its revenues through a
combination of sales of memberships and tickets to the Museum,
event revenue, endowment income, and charitable contributions.
PLEASE TOUCH: Exclusive Right to File Plan Extended to May 9
------------------------------------------------------------
Please Touch Museum obtained a court order extending the period of
time during which it alone holds the right to file a Chapter 11
plan.
The order, issued by U.S. Bankruptcy Judge Jean Fitzsimon, extended
Please Touch Museum's exclusive right to propose a plan to May 9,
2016, and solicit votes from creditors to July 8, 2016.
The extension would prevent others from filing rival plans in court
and maintain Please Touch Museum's control over its bankruptcy
case.
About Please Touch Museum
Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 15-16558) on Sept. 11, 2015. The petition was
signed by Lynn McMaster as president and chief executive officer.
The Debtor disclosed total assets of $16,244,356 and total
liabilities of $63,513,617.
Judge Jean K. FitzSimon is assigned to the case.
Dilworth Paxson LLP serves as the Debtor's counsel. EisnerAmper
LLP acts as the Debtor's financial advisor. Isdaner & Company, LLC
represents as the Debtor's tax advisor and auditor. Rust
Consulting/Omni Bankruptcy is the Debtor's claims, notice and
solicitation agent.
The Debtor operates a children's museum known as the Please Touch
Museum located at Memorial Hall in the Fairmount Park section of
Philadelphia. The Debtor generates its revenues through a
combination of sales of memberships and tickets to the Museum,
event revenue, endowment income, and charitable contributions.
POINT BLANK: Seeks Six-Month Extension to Remove Suits
------------------------------------------------------
SS Body Armor I, Inc., formerly known as Point Blank Solutions
Inc., has filed a motion seeking additional time to remove lawsuits
involving the company.
In its motion, the company asked the U.S. Bankruptcy Court in
Delaware to move the deadline for filing notices of removal of the
lawsuits to June 30, 2016.
The extension, if granted, would allow the company to make
"fully-informed" decisions concerning removal of any lawsuit,
according to its lawyer, James O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware.
The motion is on Judge Christopher Sontchi's calendar for Feb. 19,
2016. Objections are due Jan. 13, 2016.
About Point Blank
Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.
The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a $185
million fraud.
Point Blank Solutions, formerly DHB Industries, filed for Chapter
11 protection (Bankr. D. Del. Case No. 10-11255) on April 14,
2010.
Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M.
Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang
Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor.
Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate
counsel. Epiq Bankruptcy Solutions serves as claims and notice
agent.
The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case. Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq.,
Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker
& McKenzie LLP, serve as counsel for the Official Committee of
Equity Security Holders. Robert M. Hirsh, Esq., and George P.
Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors
Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq.,
at the Rosner Law Group LLC, serve as co-counsel.
In October 2011, the Debtors sold substantially all assets to Point
Blank Enterprises, Inc. The lead debtor changed its name to SS
Body Armor I, Inc., following the sale.
POSITIVEID CORP: To Acquire E-N-G Mobile From Dick Glass
--------------------------------------------------------
PositiveID Corporation entered into an agreement to acquire all of
the issued and outstanding capital stock of E-N-G Mobile Systems,
Inc., a California close corporation, pursuant to a Stock Purchase
Agreement by and between PositiveID and Dick Glass, the sole
shareholder of ENG.
Pursuant to the terms of the ENG Purchase Agreement, as
consideration for the Acquisition, PositiveID (i) paid the Seller
$750,000 in cash, (ii) issued a convertible secured promissory note
to the Seller in the amount of $150,000, and (iii) will make
additional earn-out payments to the Seller equal to 5% of the
revenue actually recognized and received from certain contracts and
purchase orders subsequent to closing. The earn-out payments are
estimated to be approximately $113,000 and are expected to be paid
in the four months following the closing of the Acquisition. The
earn-out payments are subject to certain post-closing adjustments.
The Company has also entered into a two-year consulting agreement
with the Seller.
To fund the cash component of the purchase price, the Company also
entered into a Securities Purchase Agreement, Senior Secured
Convertible Promissory Note, Security Agreement, and Subsidiary
Agreement with Dominion Capital LLC.
The ENG Purchase Agreement contains customary representations,
warranties and covenants by, among and for the benefit of the
parties.
Convertible Note Issued to Seller
The ENG Note bears interest at a rate of 5% per annum and matures
on Dec. 31, 2016. The ENG Note is convertible six months after its
issuance date. The Seller has the right to convert any or all of
the Note into shares of the Company's common stock at a conversion
price equal to 75% of the average of the three lowest daily VWAPs
(volume weighted average price) of each of the 10 Trading Days
prior to the day that the Seller requests conversion. Conversion of
the Note is subject to certain volume limitations as defined in the
Note.
Security Agreement with Seller
In connection with the Company's obligations under the ENG Purchase
Agreement and ENG Note, the Company entered into a Security
Agreement with the Seller, pursuant to which the Company granted
Seller a security interest in the Shares to secure the Company's
obligations under the ENG Note. In the event of a default as
defined in the ENG Note, the Seller may take possession of the
Shares.
Securities Purchase Agreement with Dominion
On Dec. 22, 2015, PositiveID closed a financing transaction by
entering into a Securities Purchase Agreement dated Dec. 22, 2015,
with Dominion for an aggregate subscription amount of $865,000. The
Company also reimbursed the Purchaser $30,000 for legal fees and
expenses from the proceeds of the Note. Pursuant to the Dominion
Securities Purchase Agreement, the Company shall issue a 4%
Original Issue Discount Senior Secured Convertible Promissory Note
to Dominion. The Dominion Note will be issued upon payment and
will be amortized beginning six months after issuance, with
amortization payments being 1/24th of the principal and accrued
interest, made in cash or common stock, on a semi-monthly basis,
subject to certain conditions contained in the Dominion Securities
Purchase Agreement. The amortization payments will begin to be due
starting on the 15th day of the month immediately following the
six-month anniversary of the Closing Date.
Under the Dominion Securities Purchase Agreement, the Company
agreed to reserve an aggregate number of shares of its common stock
equal to the number of shares issuable pursuant to the Dominion
Note multiplied by three, subject to certain parameters as set
forth in the Dominion Securities Purchase Agreement and Dominion
Note.
Senior Secured Convertible Promissory Note Issued to Dominion
The total principal amount of the Dominion Note is issued with a 4%
original issue discount whereby the aggregate Principal Amount of
the Dominion Note is $901,041, with an aggregate net purchase price
of $835,000 (net of the $30,000 of legal fees and expenses). The
Dominion Note accrues interest at a rate equal to 12% per annum
(interest is guaranteed for the first twelve months) and has a
maturity date of June 15, 2017. The Dominion Note is convertible
any time after its issuance date. Dominion has the right to convert
any or all of the Dominion Note into shares of the Company's common
stock at a fixed conversion price equal to $0.022 (which was a 7%
premium to the closing bid price of the Company's common stock on
December 21, 2015), subject to adjustment as described in the
Dominion Note. The Dominion Note can be prepaid at any time upon
five days' notice to the Dominion by paying an amount in cash equal
to the outstanding principal and interest, and a 20% premium.
Security Agreement with Dominion
In connection with the Company's obligations under the Dominion
Note, the Company entered into a Security Agreement with Dominion,
pursuant to which the Company granted a lien on all assets of the
Company, subject to existing security interests, for the benefit of
the Dominion, to secure the Company's obligations under the
Dominion Note. In the event of a default as defined in the
Dominion Note, Dominion may, among other things, collect or take
possession of the Collateral, proceed with the foreclosure of the
security interest in the Collateral, or sell, lease or dispose of
the Collateral.
Subsidiary Agreement
In connection with the Company's obligations under the Dominion
Security Agreement, pursuant to which the Company granted a lien on
all assets of the Company, subject to existing security interests,
under a Subsidiary Guaranty, each of our subsidiaries has
guaranteed all of our obligations under the Dominion Note.
About PositiveID
Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market. Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.
PositiveID reported a net loss attributable to common stockholders
of $8.22 million on $945,000 of revenue for the year ended
Dec. 31, 2014, compared with a net loss attributable to common
stockholders of $13.33 million on $0 of revenue for the year ended
Dec. 31, 2013.
As of Sept. 30, 2015, the Company had $1.04 million in total
assets, $10.86 million in total liabilities and a $9.82 million
total stockholders' deficit.
Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014. The accounting firm noted that the
Company reported a net loss, and used cash for operating
activities of approximately $8.61 million and $2.57 million
respectively, in 2014. At Dec. 31, 2014, the Company had a working
capital deficiency, stockholders' deficit and accumulated deficit
of approximately $8.076 million, $8.45 million and $133 million,
respectively.
QUANTUM FUEL: Kevin Douglas Reports 22.1% Stake as of Dec. 28
-------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Kevin Douglas disclosed that as of Dec. 28, 2015, he
beneficially owns 7,928,191 shares of common stock of Quantum Fuel
Systems Technologies Worldwide, Inc., representing 22.1 percent of
the shares outstanding. A copy of the regulatory filing is
available for free at http://is.gd/NFuGw9
About Quantum Fuel
Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles. Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.
Quantum Fuel reported a net loss of $14.9 million in 2014, a net
loss attributable to stockholders of $23.0 million in 2013, a net
loss attributable to stockholders of $30.9 million in 2012 and a
net loss attributable to common stockholders of $38.5 million in
2011.
As of Sept. 30, 2015, the Company had $67.5 million in total
assets, $45.5 million in total liabilities and $22.0 million in
total stockholders' equity.
QUANTUM FUEL: Timothy McGaw Resigns as Director
-----------------------------------------------
Timothy McGaw resigned from Quantum Fuel Systems Technologies
Worldwide, Inc.'s Board of Directors effective Dec. 28, 2015. Mr.
McGaw's decision to resign did not involve any disagreement with
the Company on any matter relating to the Company's operations,
policies or practices.
Mr. McGaw was appointed to the Company's Board of Directors on Oct.
24, 2013, at the request of Kevin Douglas pursuant to the terms of
a Note and Warrant Purchase Agreement, dated Sept. 23, 2013, that
the Company entered into with the Douglas Irrevocable Descendants'
Trust, the K&M Douglas Trust and certain other accredited
investors, under which the Company agreed to appoint one individual
requested by Mr. Douglas to its Board of Directors as long as Mr.
Douglas beneficially owns at least 5% of the Company's issued and
outstanding common stock. Mr. Douglas has not designated a
representative to be nominated for election to the Company's Board
of Directors but reserved his right under the Purchase Agreement to
do so at a later date.
About Quantum Fuel
Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles. Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.
Quantum Fuel reported a net loss of $14.9 million in 2014, a net
loss attributable to stockholders of $23.0 million in 2013, a net
loss attributable to stockholders of $30.9 million in 2012 and a
net loss attributable to common stockholders of $38.5 million in
2011.
As of Sept. 30, 2015, the Company had $67.5 million in total
assets, $45.5 million in total liabilities and $22.0 million in
total stockholders' equity.
SABINE OIL: Has Until Feb. 10 to Propose Chapter 11 Plan
--------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York extended Sabine Oil & Gas
Corporation, et al.'s exclusive periods to file a chapter 11 plan
until Feb. 10, 2016, and solicit acceptances for that plan until
April 11, 2016.
As reported by the Troubled Company Reporter on Nov. 24, 2015,
Judge Chapman, in a bridge order, extended the Debtors' exclusive
periods until Dec. 16, 2015.
The Debtors requested that the Court extend their exclusive periods
to file a chapter 11 plan until March 11, 2016, and solicit
acceptances for that plan until May 10.
The Debtors explained that the ongoing discovery and related
investigations coupled with the pending adversary proceeding
represent important contingencies that require resolution before a
plan of reorganization that provides the best recoveries for the
Debtors' creditors and presents the best results for a successful
reorganization can be finalized.
About Sabine Oil & Gas
Sabine Oil & Gas Corp. is an independent energy company engaged in
the acquisition, production, exploration, and development of
onshore oil and natural gas properties in the U.S. The Company's
current operations are principally located in the Cotton Valley
Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in
South Texas, the Granite Wash in the Texas Panhandle, and the
North
Louisiana Haynesville. The Company operates, or has joint working
interests in, approximately 2,100 oil and gas production sites
(approximately 1,800 operating and approximately 315
non-operating)
and has approximately 165 full-time employees.
Sabine Oil and its affiliated entities sought Chapter 11
protection
(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15,
2015.
The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, as counsel; Lazard Freres & Co. LLC, as
investment banker and Prime Clerk LLC as notice, claims and
balloting agent. The Debtors also tapped Zolfo Cooper Management,
LLC, to provide Jonathan A. Mitchell as CRO and other additional
personnel.
The U.S. Trustee for Region 2 appointed five creditors to serve on
the official committee of unsecured creditors. The Committee is
represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq.,
and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel.
The Committee is also hiring Blackstone Advisory Partners L.P. as
investment banker; and Berkeley Research Group, LLC as financial
advisor.
SAMSON RESOURCES: Gets Approval to Pay 3 Senior Officers
--------------------------------------------------------
Samson Resources Corp. received court approval to pay its three
senior officers under its performance award program.
The order, issued by U.S. Bankruptcy Judge Christopher Sontchi,
allowed the company to make payments to the senior officers for the
third and fourth quarters of 2015.
Chief Operating Officer Richard Fraley is expected to receive more
than $1.07 million under the program.
Meanwhile, Philip Cook, Samson Resources' chief financial officer,
and Andrew Kidd, the company's general counsel, will get $857,967
and $589,417, respectively.
Samson Resources had also proposed to pay its former chief
executive officer Randy Limbacher under the program but it was
opposed by the official committee of unsecured creditors.
In its objection, the committee questioned the proposed $760,833
payment, arguing that Mr. Limbacher had already resigned as chief
executive officer.
Samson Resources defended its request, saying that Mr. Limbacher
led the company as its CEO for the entire third quarter and that he
is not yet "leaving the company."
"[Mr. Limbacher] is resigning as CEO but will remain on Samson's
board of directors to continue to provide assistance and corporate
guidance during the restructuring," the company said in a court
filing.
About Samson Resources
Samson Resources Corporation, et al., filed Chapter 11 bankruptcy
petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015.
Philip W. Cook signed the petition as executive vice president and
chief financial officer. The Debtors estimated assets and
liabilities of more than $1 billion.
Samson is an onshore oil and gas exploration and production company
with interests in various oil and gas leases primarily located in
Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming.
The Operating Companies operate, or have royalty or working
interests in, approximately 8,700 oil and gas production sites.
Samson was acquired by KKR and Crestview from Charles Schusterman
in December 2011 for approximately $7.2 billion. The investor
group provided approximately $4.1 billion in equity investments as
part of the purchase price.
Kirkland & Ellis LLP represents the Debtors as general counsel.
Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel.
Alvarez & Marsal LLC acts as the Debtors' financial advisor.
Blackstone Advisory Partners L.P. serves as the Debtors' investment
banker. Garden City Group, LLC serves as claims and noticing agent
to the Debtors.
Andrew Vara, acting U.S. trustee for Region 3, appointed three
creditors of Samson Resources Corp. and its affiliated debtors to
serve on the official committee of unsecured creditors.
SEANERGY MARITIME: Claudia Restis Beneficially Owns 175.6M Shares
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Claudia Restis disclosed that as of Dec. 1, 2015, she
beneficially owns 175,673,599 shares of common stock of Seanergy
Maritime Holdings Corp., representing 94.9 percent of the shares
outstanding. A copy of the regulatory filing is available for free
at http://is.gd/wbKYjt
About Seanergy
Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities. The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels. Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.
Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that following the disposal of the Company's entire fleet in
early 2014 in the context of its restructuring plan, the Company
was unable to generate sufficient cash flow to meet its obligations
and sustain its continuing operations that raise substantial doubt
about the Company's ability to continue as a going concern.
The Company disclosed net income of $80.3 million on $2.01 million
of net vessel revenue for the year ended Dec. 31, 2014, compared
with net income of $10.9 million on $23.1 million of net vessel
revenue for the year ended Dec. 31, 2013.
As of June 30, 2015, the Company had $19.6 million in total
assets, $10.2 million in total liabilities, and $9.42 million in
stockholders' equity.
SPIRAL TOYS: Has Going Concern Doubt Amid Losses and Deficit
------------------------------------------------------------
Spiral Toys, Inc., posted a net loss of $186,771 for the three
months ended September 30, 2015, compared to a net loss of $242,781
for the same period in 2014.
The company incurred losses from continuing operations of
$1,621,111 and $316,113 for the nine months ended September 30,
2015 and 2014, respectively, and had an accumulated deficit of
$5,919,739 at September 30, 2015. In addition, the company used
cash from operating activities of $1,420,672 for the nine months
ended September 30, 2015.
"These factors raise substantial doubt about the company's ability
to continue as a going concern," Mark Meyers, chief executive
officer and principal executive officer, and Akio Ariura, chief
financial officer, chief accounting officer, and principal
financial officer of the company said in a November 13, 2015
regulatory filing with the U.S. Securities and Exchange Commission.
The officers further noted, "While the company is attempting to
establish an ongoing source of revenues sufficient to cover its
operating costs and allow it to continue as a going concern, the
company's cash position may not be adequate to support the
company's daily operations. Management intends to raise additional
funds by seeking equity and/or debt financing. Management believes
that the actions presently being taken to further implement its
business plan and generate revenues provide the opportunity for the
company to continue as a going concern. While the company believes
in the viability of its strategy to generate revenues and in its
ability to raise additional funds, there can be no assurances to
that effect. The ability of the company to continue as a going
concern is dependent upon the company's ability to further
implement its business plan and generate revenues."
At September 30, 2015, the company had total assets of $2,518,438,
total liabilities of $1,605,047, and total stockholders' equity of
$913,391.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/o8kdvod
Agoura Hills, California-based Spiral Toys, Inc. is focused on
developing and marketing products and mobile applications in the
mobile-connected space. The company's mobile-connected
entertainment platform connects physical items to today's mobile
devices through wireless technologies.
TPF II POWER: S&P Raises Rating on $1.6BB 1st Lien Loan to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on TPF II
Power LLC's $1.6 billion senior secured first-lien term loan due
2021 and $90 million revolving credit facility due 2019 to 'BB'
from 'BB-'. The outlook is stable.
The recovery rating on this debt remains '2', indicating S&P's
expectation that lenders could expect substantial (70% to 90%; in
the upper half of the range) recovery if a payment default occurs.
TPF II Covert Midco LLC is co-issuer with TPF II and is a joint and
several obligor.
TPF II owns about 4.8 gigawatts (GW) of generation capacity from
seven separate plants in the Pennsylvania-Jersey-Maryland (PJM)
Interconnection, Midcontinent Independent System Operator (MISO),
and New York Independent System Operator (NYISO) power markets. It
earns most cash flow from capacity market payments but a
significant share of cash flow from selling energy into regional
power markets. The project was recently sold to Arclight Energy
Partners Fund VI L.P.
The stable outlook reflects TPF II's reliance on predictable
capacity payments for most of its cash flow over the next few
years.
A rating upgrade would likely require debt service coverage ratios
in the 2.5x area, sound operational performance especially for the
NYISO plants, and lower debt at maturity.
S&P would likely lower the rating if expected debt service coverage
fell closer to 1.5x, which could stem from operational issues that
lower availability and increase maintenance costs, or
lower-than-expected capacity prices in NYISO Zone J over the next
few years.
TRANS-LUX CORP: Debt Payments, et al., Cast Going Concern Doubt
---------------------------------------------------------------
Trans-Lux Corporation's uncertainty about its ability to make
principal and interest payments on certain notes and debentures,
raises substantial doubt about its ability to continue as a going
concern, Robert J. Conologue, senior vice president and chief
financial officer, and Todd Dupee, vice president and controller of
the company said in a November 13, 2015 regulatory filing with the
U.S. Securities and Exchange Commission.
Messrs. Conologue and Dupee disclosed, "While the company has
improved operations and reduced operating losses in 2015, the
company has incurred significant recurring losses from operations
in prior years and continues to have a significant working capital
deficiency. As a result, we do not have adequate liquidity,
including access to the debt and equity capital markets, to operate
our business in the manner in which we have historically operated.
Our short-term business focus has been to preserve our liquidity
position. Unless we are successful in obtaining additional
liquidity, we believe that we will not have sufficient cash and
liquid assets to fund normal operations for the next 12 months. In
addition, the company's obligations under its pension plan exceeded
plan assets by $6.5 million at September 30, 2015 and the company
has a significant amount due to its pension plan due over the next
12 months. Further, the company has not made the December 1, 2009,
2010 and 2011 required sinking fund payments on its 9½%
Subordinated debentures due 2012 (the Debentures) and the June 1,
2010, 2011 and 2012 as well as its December 1, 2010, 2011 and 2012
interest payments totaling $301,200. In addition, the company did
not make the March 1, 2010, 2011 and 2012 as well as its September
1, 2010 and 2011 interest payments totaling $2.1 million on its
8¼% Limited Convertible Senior Subordinated Notes due 2012 (the
Notes). These non-payments constituted events of default under the
indentures governing the Debentures and the Notes. The trustees,
by notice to the Company, or the holders of 25% of the principal
amount of the Debentures or the Notes outstanding, by notice to the
company and the trustee, may declare the outstanding principal plus
interest under the Debentures or the Notes, as applicable, due and
payable immediately. As a result, if the company is unable to (i)
obtain additional liquidity for working capital, (ii) make the
required minimum funding contributions to the pension plan, (iii)
make the required sinking fund payments on the Debentures or (iv)
make the required principal and interest payments on the Notes and
the Debentures, there would be a significant adverse impact on the
financial position and operating results of the company.
"Moreover, because of the uncertainty surrounding our ability to
obtain additional liquidity and the potential of the noteholders
and/or trustees to give notice to the company of a default on
either the Debentures or the Notes, our independent registered
public accounting firm issued an opinion on our December 31, 2014
Consolidated Financial Statements that states that the Consolidated
Financial Statements were prepared assuming we will continue as a
going concern, however the opinion further states that the
uncertainty regarding the ability to make the required principal
and interest payments on the Notes and the Debentures, in addition
to the significant amount due to the Company's pension plan over
the next 12 months, raises substantial doubt about our ability to
continue as a going concern."
At September 30, 2015, the company had total assets of $15,362,000,
total liabilities of $18,605,000 and total stockholders' deficit of
$3,243,000.
For the three months ended September 30, 2015, the company posted
a net income of $173,000, compared to a net loss of $407,000 for
the same period in 2014.
A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/heqo5fw
Trans-Lux Corporation is a New York-based supplier of LED
technology for high resolution video displays and lighting
applications. The company designs, manufactures, distributes and
services LED lighting fixtures for indoor and outdoor display.
WYLE SERVICES: S&P Withdraws 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on El Segundo, Calif.-based government IT services provider
Wyle Services Corp., at the company's request. The withdrawn
ratings include the 'B+' corporate credit rating and the 'BB-'
issue-level rating on the company's senior secured credit
facilities.
ZOGENIX INC: FDA Accepts New Drug Application for ZX008
-------------------------------------------------------
Zogenix, Inc., disclosed that the U.S. Food and Drug Administration
has accepted its investigational new drug application for lead
product candidate, ZX008, as an adjunctive treatment of seizures in
children with Dravet syndrome. The active IND now allows Zogenix
to initiate its planned Phase 3 program for ZX008.
The Phase 3 program for ZX008 will consist of two randomized,
double-blind placebo-controlled studies that will include two dose
levels of ZX008 (0.2 mg/kg/day and 0.8 mg/kg/day, up to a maximum
daily dose of 30 mg), as well as placebo. Zogenix intends to
enroll 105 subjects in each of the two studies, with 35 patients in
each treatment arm. One study will be conducted primarily in the
United States and Canada, and the other will be a multi-national
study, conducted primarily in Europe. The primary endpoint will be
the change in frequency of convulsive seizures as compared to
placebo. The key secondary endpoints include 40% and 50% responder
analyses and convulsive seizure-free interval.
Zogenix aims to initiate the U.S.-based pivotal clinical trial for
ZX008 prior to year-end, which Zogenix expects would position it
well to generate top-line results in 2016.
About Zogenix Inc.
Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.
Zogenix reported net income of $8.58 million in 2014 following a
net loss of $80.85 million in 2013.
As of June 30, 2015, the Company had $246.7 million in total
assets, $138.6 million in total liabilities and $108.1 million in
total stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2014, citing that the Company's
recurring losses from operations and negative cash flows from
operating activities raise substantial doubt about its ability to
continue as a going concern.
[^] BOOK REVIEW: The First Junk Bond
------------------------------------
Author: Harlan D. Platt
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://www.beardbooks.com/beardbooks/the_first_junk_bond.html
Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.
The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."
"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.
In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!
All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.
Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.
*********
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.
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.
*********
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., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
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Copyright 2016. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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*** End of Transmission ***