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/raid1/www/Hosts/bankrupt/TCR_Public/190815.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, August 15, 2019, Vol. 23, No. 226 Headlines A & O AUTO GLASS: Sept 18 Hearing on Disclosure Statement A NEW START: J. Emmanuel Appointed Chapter 11 Trustee ACGSA TRANSIT: Case Summary & Unsecured Creditor ALVIN SMOKED: Court Confirms 2nd Amended Plan ANKUR INVESTMENT: Debtors Seek Approval to Use Cash Collateral BESTWALL LLC: Deadline to File Claims Set for Oct. 7, 2019 BUILTRITE BUILDERS: Oct. 1 Hearing on Disclosure Statement CAFFE VALDINO: Court Approves Disclosure Statement, Confirms Plan CASA SYSTEMS: S&P Cuts ICR to B on Increased Leverage Expectation CDK GLOBAL: S&P Alters Outlook to Negative, Affirms 'BB+' ICR CWGS ENTERPRISES: S&P Cuts ICR to 'B' on Reduced EBITDA Guidance CYTOSORBENTS CORP: Incurs $3.54 Million Net Loss in Second Quarter DON FRAME: Confirmation Hearing Moved to Sept. 25 ELITE PHARMACEUTICALS: Has $280K Net Income for June 30 Quarter FABRIC FANATICS: Sept. 19 Plan Confirmation Hearing FCH MCKINNEY: Star Creek to Provide Funding for Plan Payments FILTRATION SERVICES: Case Summary & 20 Largest Unsecured Creditors FLEXI-VAN LEASING: S&P Raises ICR to 'CCC' on End of Exchange Offer FLIPPING EGG: Oct. 30 Plan Confirmation Hearing GATEWAY BUSINESS: Case Summary & 4 Unsecured Creditors GRAY LAND & LIVESTOCK: Wins Nod to Pay $40K for Crop Insurance GREEN COUNTRY ENERGY: S&P Puts B+ Sec. Notes Rating on Watch Neg. H&B HOLDINGS: Case Summary & 20 Largest Unsecured Creditors HALCON RESOURCES: Incurs $640.8-Mil. Net Loss for June 30 Quarter HMSW CPA: Hagen Secured Claim to Recoup 54%-100% Under New Plan HUNTINGTON PROPERTY: Seeks to Use Fannie Mae Cash Collateral IDL DEVELOPMENT: Court Modifies Scope of Examiner's Report INSEEGO CORP: Needs Debt Restructuring to Remain as Going Concern INTERFACE NETWORK: Obtains Court OK to Use Cash Collateral JB AND CO: Wants OK on Cash Use, Says Creditors Protected JTJ RESTAURANTS: Sept. 24 Plan Confirmation Hearing KINGDOM FELLOWSHIP: Cuts Unsecured Creditors' Recovery in New Plan LOGISTICS BUDDY: Cargo Company Filed Revised Budget MATRA PETROLEUM: Seeks Nod on Cash Collateral Use, $500K DIP Loan MDC HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Stable MERCADO’S MEAT: Gets Court Nod to Use Cash Collateral MIAMI LIMO: Court Continues Plan Confirmation Hearing to Sept. 16 MICHAEL D. COHEN: Unsecureds to Get $125K in Quarterly Installments MORGAN ADMINISTRATION: Sept. 10 Plan Confirmation Hearing NAKADDU LLC: Court Sets Hearing on Ch. 11 Trustee Bid for Sept. 30 NAVIDEA BIOPHARMACEUTICALS: Mgt. Says Substantial Doubt Exist NEW CANEY FENCE: Unsecureds to Recoup 35% Under New Plan NGL ENERGY: S&P Affirms 'B+' ICR on Divestment; Outlook Stable NOVAN INC: Incurs $18.1 Million Net Loss in Second Quarter NOVAN INC: Stockholders Approve 3 Proposals at Annual Meeting OCEAN STAR PRODUCTIONS: Sept. 18 Hearing on Disclosure Statement OWEN & FRED: Professional Fees to Get Paid Over 12 Quarters PEPPERTREE PARK: Oct. 30-Nov. 1 Plan Confirmation Hearing PERPETUAL ENERGY: S&P Ups ICR to CCC on Improved Liquidity Profile PG&E CORP: Makes Final Pitch to Emerge from Chapter 11 by June 2020 QUANTUM CORP: Incurs $3.8 Million Net Loss in First Quarter QUANTUM CORP: Incurs $42.8 Million Net Loss in Fiscal 2019 QUOTIENT LIMITED: Incurs $23.6 Million Net Loss in First Quarter RCH LAWN: Unsecured Creditors to Get $88K in 16 Quarterly Payments RELIABLE GALVANIZING: $275K Sale of Chicago Property to Wayne OK'd REMARK HOLDINGS: Financing Pact Defaults Raise Going Concern Doubt RESURRECTION LIFE: Court Confirms Secured Creditor's Plan SANCHEZ ENERGY: S&P Downgrades ICR to 'D' on Bankruptcy Filing SARAI SERVICES: Real Property Sale Proceeds to Fund Plan Payments SEARS HOLDINGS: Cyrus Capital Files Limited Objection to Plan OK SHOPPINGTOWN MALL NY: Case Summary & 20 Top Unsecured Creditors STEARNS HOLDINGS: Go-Forward Trade Claims Estimated at $4.3MM SUPERIOR ENERGY: S&P Downgrades ICR to 'B-'; Outlook Negative T CAT ENTERPRISE: Court Favors Extension of Cash Use Until Aug. 31 TEARLAB CORPORATION: History of Losses Casts Going Concern Doubt TECNICENTROS MUNDIAL: Oct. 22 Hearing on Disclosure Statement TENET HEALTHCARE: S&P Rates New First-Lien Sr. Secured Notes 'BB-' TITANIUM HOLDING: $256K Cash Sale of Bowie Property to Smith Okayed TITANIUM HOLDING: $265K Sale of Ocean City/Worcester to Griffin OKd TX HOLDINGS: Needs Sufficient Capital to Remain as Going Concern VANTAGE TRAILERS: Court Says Creditor 'Unprotected', Denies Motion VBAR 3 LLC: Court Approves Disclosure Statement, Confirms Plan WALKER & DUNLOP: S&P Affirms 'BB' ICR; Outlook Stable WEX INC: Moody's Hikes CFR to Ba2 & Alters Outlook to Stable WINDOM RIDGE: Case Summary & 20 Largest Unsecured Creditors [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* A & O AUTO GLASS: Sept 18 Hearing on Disclosure Statement --------------------------------------------------------- The Bankruptcy Court will convene on September 18, 2019 at 10:00 a.m., a combined hearing on the adequacy of the disclosure statement and confirmation of the plan of reorganization of A & O Auto Glass LLC. September 13, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. Class 7 - Allowed General Unsecured Creditors are impaired. The allowed Class 7 consists of seven claims totaling $47,423.65. The Class 7 Creditors will share pro rata in a total distribution of $1,422.71 or 3.0% of the total claims, which will be paid over five years in 20 quarterly payments each in the amount $71.13 the first payment to be made on or before 30 days following the Effective Date of the Plan, and continuing on the first day of every quarter thereafter. Any allowed general unsecured claimant scheduled to receive a total distribution of $50.00 or less shall be paid in a lump sum on the first day of the month following the Effective Date. The owner of the Debtor, Arnon A Labock, will provide all payments required to fund Class 7 payments. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y6mf2fsy from PacerMonitor.com at no charge. Attorney for Debtor: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 Email: Chad@cvhlawgroup.com About A & O Auto Glass A & O Auto Glass, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-10752-RBR) on Jan. 18, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $100,000. The case has been assigned to Judge Raymond B. Ray. The Debtor hired Van Horn Law Group, P.A., as counsel. A NEW START: J. Emmanuel Appointed Chapter 11 Trustee ----------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida issued an order approving the appointment of John D. Emmanuel as Chapter 11 trustee in the Chapter 11 case of A New Start Incorporated. The U.S. Trustee was directed by the Court to appoint a Chapter 11 trustee for the Debtor following the agreement of the Court with the Debtor and its Creditors, United Healthcare Services, Inc., UnitedHealth Group, Inc., United Behavioral Heath, Inc. and OptumInsight, Inc., after the previous filing of the said creditors for a motion to appoint a Chapter 11 trustee, or in the alternative, an examiner for the Debtor. The Creditors asserted that a Chapter 11 trustee is warranted in the Debtor's bankruptcy case because under its present management, led by owner Eugene Sullivan, the Debtor has engaged in serious and repeated acts of fraud and dishonesty both before and after the Debtor filed its Petition, including the following: * Operating in flagrant violation of both state and federal laws prohibiting patient brokering and payment of kickbacks to induce patients to treat (or continue treatment) at ANS; * Funding sober homes also owned by Sullivan, ANS Houses and Promises Housing, through straw-man "distributions" to Sullivan that Sullivan immediately "loaned" to the homes; * Falsely representing in filings with the Court that Sullivan was not involved with prior fraudulent conduct of the Debtor that was the subject of active litigation before the United States District Court for the Southern District of Florida between United, the Debtor, and several affiliated entities at the time the Debtor filed its Petition; * Failing to disclose in the budget and other financial disclosures filed with the Court in this proceeding that Debtor was making, and planned to make going forward, postpetition distributions without Court approval to Sullivan in order to fund ANS Houses and Promises Housing in violation of this Court’s Order; * Engaging in conduct that violates Fla. Stat. Section 817.234, Florida’s Insurance Fraud Statute, including systematically waiving copayments and deductibles and submitting insurance claims for payment without disclosing all material facts in the claim as required by law; and * Using the Debtor's funds to pay for Sullivan's personal expenses, including travel, entertainment, golf outings, and massages -- even after the Petition Date. The Chapter 11 Trustee disclosed in a verified statement that his law firm is currently representing clients in matters adverse to the following companies, which are listed as creditors in the Debtor's bankruptcy case: American Express, United Healthcare Services, Inc., Optuminsight, Inc., and United Healthgroup, Inc. However, those matters have no connection with the bankruptcy case and he is personally not involved in those matters. The Chapter 11 Trustee can be reached at: John D. Emmanuel, Esq. BUCHANAN INGERSOLL & ROONEY PC 401 E. Jackson St., Suite 2400 Tampa, FL 33602 Tel: (813) 222-1162 Email: John.emmanuel@bipc.com Counsel for the Creditors: Sandra L. Heller, Esq. Noel Boeke, Esq. C. Matthew Detzel, Esq. HOLLAND & KNIGHT LLP 222 Lakeview Avenue, #1000 West Palm Beach, FL 33401 Telephone: (561) 833-2000 Email: sandra.heller@hklaw.com Noel.boeke@hklaw.com mathew.detzel@hklaw.com About A New Start Incorporated A New Start Incorporated -- https://anewstartincfl.com/ -- is a treatment center in Palm Beach County, Florida, providing outpatient treatment for substance abuse and chemical dependency disorders in adult clients. An outpatient program allows clients to continue working or attending school while receiving treatment and support from the company's program and team of specialists. A New Start Incorporated filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-13294) on March 14, 2019. In the petition signed by Eugene Sullivan, CEO, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Erik P. Kimball. Angelo A. Gasparri, Esq., at Law Office Angelo A. Gasparri, is the Debtor's counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of A New Start Incorporated, according to court dockets. ACGSA TRANSIT: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: ACGSA Transit, Inc. 29 Winding Woods Way Manalapan, NJ 07726 Business Description: ACGSA Transit, Inc. is a privately held company in the taxi and limousine service industry. Chapter 11 Petition Date: August 13, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-44902 Judge: Hon. Carla E. Craig Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com Total Assets: $400,100 Total Liabilities: $1,070,000 The petition was signed by Alan T. Sapoznik, president. The Debtor lists PenFed Credit Union as its sole unsecured creditor holding a claim of $1,070,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb19-44902.pdf ALVIN SMOKED: Court Confirms 2nd Amended Plan --------------------------------------------- The Bankruptcy Court has confirmed the second amended small business Chapter 11 plan of Alvin Smoked Meats & Eats, LLC, and approved the second amended disclosure statement explaining the Plan. Under the Second Amended Plan, Brazoria County Tax Assessor-Collector will retain its liens until the taxes are paid in full. Failure of the Debtor to timely pay the 2019 taxes will constitute an event of default and will be subject to the provisions of Article 10.02. The City of Houston shall retain its liens until the taxes are paid in full. Failure of debtor to timely pay the 2019 taxes will constitute an event of default and will be subject to the provisions of Article 10.02. A full-text copy of the Second Amended Plan is available at https://tinyurl.com/y5nnw7zd from PacerMonitor.com at no charge. About Alvin Smoked Meats & Eats Alvin Smoked Meats & Eats, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-36657) on November 30, 2018, disclosing less than $1 million in both assets and liabilities. Michael Hardwick Law, PLLC, led by principal Michael Hardwick, Esq., serves as the Debtor's counsel. ANKUR INVESTMENT: Debtors Seek Approval to Use Cash Collateral -------------------------------------------------------------- In separate filings with the U.S. Bankruptcy Court for the Eastern District of Michigan, Jeffrey S. Grasl, Esq., of Grasl PLC, filed cover sheets to their motions for entry of interim and final orders seeking to use cash collateral with respect to debtor affiliates: (i) Ankur Investment, Inc., (ii) Shree Harihar Corp., (iii) Damini Enterprises, Inc., and (iv) Sonda Enterprises, Inc. The Motions also seek to provide adequate protection and an entry to set preliminary and final hearings related to the Debtors' request. Copies of the documents accessed for free at: http://bankrupt.com/misc/Ankur_Inv_Cash_M.pdf http://bankrupt.com/misc/Shree_Harihar_Cash_M.pdf http://bankrupt.com/misc/Damini_Ent_Cash_M.pdf http://bankrupt.com/misc/Sonda_Ent_Cash_M.pdf About Ankur Investment Ankur Investment, Inc. is a privately held company in the traveler accommodation industry. Ankur Investment previously sought bankruptcy protection on Nov. 10, 2013 (Bankr. E.D. Mich. Case No. 13-60545), which case was terminated on September 22, 2014. Ankur Investment again sought Chapter 11 protection (Bankr. E.D. Mich. Case No 19-50367) on July 16, 2019. As of the Petition Date, the Debtor estimated assets between $1 million to $10 million, and liabilities within the same range. The petition was signed by Nareshkumar Patel, manager. The Hon. Marci B. McIvor is the case judge. Jeffrey S. Grasl, Esq., of GRASL PLC, serves as counsel to the Debtor. Ankur's case is proposed to be jointly administered with that of its debtor affiliates – Shree Harihar Corp. (Case No. 19-50369); Damini Enterprises, Inc., (Case No. 19-50370), and Sonda Enterprises, Inc. (Case No. 19-50373). BESTWALL LLC: Deadline to File Claims Set for Oct. 7, 2019 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina set Oct. 7, 2019, at 5:00 p.m. (prevailing Eastern Time) as the last date and time for all entities to file their claims against Bestwall LLC. Please file proof(s) of claim, if any, via US Mail, overnight courier or other hand delivery system, or electronically with Donlin, Recano: If Proof of Claim is sent by mail, send to: Donlin, Recano & Company, Inc. Re: Bestwall LLC P.O. Box 199043 Blythebourne Station Brooklyn, NY 11219 If Proof of Claim is sent by Hand Delivery or Overnight Courier, send to: Donlin, Recano & Company, Inc. Re: Bestwall LLC 6201 15th Avenue Brooklyn, NY 11219 For additional information regarding the filing of proof of claim, contact Donlin Recano at (212) 771-1128 or (877) 864-5058 (toll free). The firm can also be reached at bestwallinfo@donlinrecano.com or by writing to: Donlin Recano & Company Inc. Re: Bestwall LLC P.O. Box 199043 Blythebourne Station Brooklyn, New York 11219 Copies of the proofs of claim form can be obtained at https://www.donlinrecano.com/clients/bw/static/proofof claim About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017, in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The Committee retained Montgomery McCracken Walker & Rhoads LLP as its legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel, FTI Consulting, Inc., as financial advisor. On Feb. 22, 2018, the court approved the appointment of Sander L. Esserman as the future claimants' representative in its case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel. BUILTRITE BUILDERS: Oct. 1 Hearing on Disclosure Statement ---------------------------------------------------------- The hearing to consider the adequacy of and to approve the Disclosure Statement explaining the Chapter 11 plan of reorganization filed by Builtrite Builders, LLC, d/b/a Copperleaf Homes, will be held on October 1, 2019, at 2:00 p.m., in Courtroom B, United States Bankruptcy Court for the District of Colorado, United States Custom House, 721 19th Street, Denver, Colorado. Objections to the Disclosure Statement must be filed and served on or before September 17, 2019. Payments and distributions under the Plan will be funded by the following: -- the Debtor's operations, -- a loan from the equity interest holder, and -- litigation and settlement proceeds. The Debtor has reduced expenses and streamlined operations. The Debtor anticipates that its gross revenues will continue to increase. If the Debtor has sufficient net income, the Debtor may continue to pursue claims against the homeowners that owed the Debtor money on the Petition Date. To the extent any amounts are recovered, they will go first to any mechanics lien claimants that hold claims against those recoveries. General unsecured creditors, classified in Class 7, are impaired and will receive their pro rata share of the Net Profits Fund. Distributions from the Net Profits Fund will continue for five years following the Effective Date. Distributions to Class 7 claimants will not exceed the amount of the Allowed Unsecured Claim plus interest calculated at 2.5% per annum. Distributions to the Allowed Class 7 claimants will be made annually on the anniversary of the Effective Date and shall begin in 2020. For a Financial Advance, LLC's secured claim totaling $261,019, is impaired. Prior to the Petition Date, on or about August 2, 2018, the Debtor entered into the Purchase and Sale of Future Receivables Agreement (Revenue Advance) with For a Financial Advance, LLC. Under the Receivables Agreement, For a purchased and is to receive 3% of the Debtor's future receivables until For a has been paid $384,000. The Receivable Agreement provides that there is no interest rate, payment schedule, or time period by which For a must be paid under the Receivables Agreement. Under Section 1.6 of the Receivables Agreement, the Debtor grants For a a security interest in the Debtor's accounts and general intangibles to secure the Debtor's payment obligations, among other things. The Debtor's obligations under the Receivables Agreement is personally guaranteed by the Debtor's sole remaining member, Steve Neary. For a asserts a claim in the approximate amount of $261,019.90 (as of the Petition Date) against the Debtor. For a asserts that it has a valid, perfected Pre-petition lien and security interest in all "accounts, chattel paper, general intangibles, and instruments" of the Debtor, among other things. For a also asserts that its security interest was perfected through the filing of UCC Financing Statements with the Colorado Secretary of State on August 3, 2018 at validation number 20182069927. On the Effective Date, the sole member of the Debtor will loan the Reorganized Debtor up to $50,000.00 as "new value" to increase the Debtor's working capital as necessary to allow the Reorganized Debtor to continue operating. Additionally, the member of the Debtor will waive his Prepetition Claim, continue to guarantee certain debts of the Reorganized Debtor, and continue to manage the Debtor's operations post-confirmation. As a result of his contribution of "new value" (waiver of Claim, new loan, continuing guaranty of debt, and management services going forward), the member will retain his Pre-petition Equity Interests. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yyvpc4sk from PacerMonitor.com at no charge. About Builtrite Builders Builtrite Builders, LLC, builds homes under fixed price contracts in much of Colorado's Front Range Urban Corridor. It conducts business under the names Copperleaf Homes and Copperleaf Custom Homes. Builtrite Builders filed a Chapter 11 petition (Bankr. D. Colo. Case No. 19-10938) on Feb. 11, 2019. In the petition signed by Steve Neary, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Joseph G. Rosania Jr. oversees the case. Wadsworth Warner Conrardy, P.C., is the Debtor's bankruptcy counsel. CAFFE VALDINO: Court Approves Disclosure Statement, Confirms Plan ----------------------------------------------------------------- The Bankruptcy Court issued an order granting final approval of the joint disclosure statement and confirming the joint plan of reorgnaization of Caffe Valdino, Inc., and VBar 3, LLC. About Caffe Valdino Caffe Valdino, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-10436) on Feb. 12, 2019, estimating under $1 million in both assets and liabilities. Tarter Krinsky & Drogin LLP is presently the Debtor's counsel, substituting for Richard Byron Peddie, Esq. CASA SYSTEMS: S&P Cuts ICR to B on Increased Leverage Expectation ----------------------------------------------------------------- S&P Global Ratings downgraded Casa Systems, an Andover, Mass.-based vendor of hardware and software solutions primarily to cable broadband multi-system operators (MSOs), to 'B' from 'B+' and lowered its issue-level rating to 'B' from 'B+' on the company's first-lien debt. S&P's recovery rating is unchanged at '3'. The rating action reflects S&P's view that Casa will underperform the rating agency's base-case scenario for fiscal 2019 (set forth in April 2019) in light of management's 18% lower EBITDA guidance given on its July 31, 2019 second-quarter 2019 earnings call, primarily from an unfavorable revenue mix from its wireless hardware product. S&P now expects leverage to be above 5x over the next 12 months, in contrast to its prior expectation of the high 4x area, and potentially longer given the lack of visibility around timing of DAA (distributed access architecture) adoption. Although management has indicated Casa has seen an increase in DAA customer trials as of the June 2019 quarter (now at 69 compared to 45 in the previous quarter), a sign that the business may be on an upswing, it's unclear when the shift toward DAA technology will accelerate. S&P expects MSOs to continue to purchase capacity expansion solutions to address near-term needs with management indicating that DAA technology has not yet reached an inflection point. The stable outlook reflects S&P's view that despite current volatility in Casa's cable segment, its revenue has become more diversified through its internally developed wireless and acquired fixed wireless solutions. The rating agency believes this should enable Casa to absorb any additional volatility and operate with leverage below 6x. "We could lower the rating if ongoing delays in DAA adoption put further stress on Casa's cable segment and EBITDA, leading to leverage above 6x. Additionally, given the hardware focus of Casa's newly ramped up wireless segment and NetComm's fixed wireless solutions, we could lower the rating should inventory mismanagement lead to impairment of free operating cash flow (FOCF) to debt to less than 3%," S&P said. "We could raise the rating if Casa is able to operate with sustained leverage below 4x, along with FOCF to debt above 10%. Management would need to develop a track history of executing to guidance, along with evidence of an emerging trend of wider DAA technology adoption and established traction in Casa's wireless segment. This would lead us to view EBITDA generation as having become relatively more stable and less subject to volatility from its hardware segment," S&P said. CDK GLOBAL: S&P Alters Outlook to Negative, Affirms 'BB+' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on CDK Global Inc. to negative from stable and affirmed all its ratings on the company, including the 'BB+' issuer credit rating and 'BB+' issue-level ratings. The outlook revision reflects elevated leverage above 4x at fiscal year-end June 30, 2019, and the risks associated with deleveraging over the next 12 months. CDK's leverage metrics deteriorated in fiscal 2019 due to its aggressive financial policy, discontinuance of its digital marketing business, and one-time litigation expenses. While S&P expects the company to cut back on share repurchases, there are uncertainties associated with CDK's ability to execute on its organic growth plan, maintain growth momentum, and divest the digital marketing business at a reasonable multiple such that leverage is reduced below 4x. The negative outlook reflects the risk that CDK's leverage could remain above 4x over the next twelve months if the company realizes weaker than expected operating performance, incurs greater than expected cost pressures, or engages in unforeseen leveraging events. "We could lower the rating if leverage remains above 4x due to an inability to achieve organic growth targets, an incurrence of cost overruns or delays in its technology modernization plan, or a failure to profitably scale its new technology platforms Fortellis and Drive Flex. Leveraging events including acquisitions or greater than expected shareholder distributions could also result in a downgrade," S&P said. "We could revise the outlook to stable if CDK reduces and maintains leverage comfortably below 4x. Specifically, we would want to see a track record of sustained organic revenue growth in the mid-single-digit percent area due to improved upselling within tier 1 customers and increased share of lower tiered customers," the rating agency said, adding that increased product adoption, improved customer service levels, and an ability to modestly expand EBITDA margins while scaling new technology platforms and adhering to its financial policy would be important factors for a revision back to stable. CWGS ENTERPRISES: S&P Cuts ICR to 'B' on Reduced EBITDA Guidance ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on CWGS Enterprises LLC (Camping World) to 'B' from 'B+' and its issue-level rating on the company's senior secured revolver and term loan to 'B+' from 'BB-'. The downgrade to 'B' reflects S&P's expectation that Camping World's lease-adjusted debt to EBITDA will be about 6x in 2019 and in the mid-5x to 6x range in 2020, which is worse than the 5x downgrade threshold for the previous 'B+' rating. The uncertainty around the magnitude and duration of weakening RV retail sales and the unstable macroeconomic environment contribute to S&P's negative outlook on the company. The outlook is negative, which reflects softening consumer demand and same-store retail sales, the reliance on a moderation in same store retail sales declines to improve credit measures, continued promotional activity surrounding RV sales, and an uncertain macroeconomic environment that could further weaken retail sales, resulting in the possibility that there could be high variability in credit measures over the next year. The negative outlook also reflects S&P's forecast that leverage will be about 6.0x in 2019, which -- in its view -- does not provide it with a sufficient cushion relative to the rating agency's 6.5x downgrade threshold at the current rating given the highly cyclical RV industry. "We could lower our rating on Camping World if adjusted leverage is sustained above 6.5x or adjusted EBITDA interest coverage is sustained below 2x. We could also lower our rating if Camping World experiences reduced liquidity that puts pressure on its ability to fund interest payments, principal amortization, and capital expenditure," S&P said. This could occur if the decline in RV sales does not stabilize and extends beyond 2020, or if the company experiences incremental margin compression or continued operating losses at its Gander locations in 2020 due to a slow ramp-up, according to the rating agency. A downgrade would also depend on S&P's assessment of the fundamentals in the RV industry, including new and used vehicle retail units, unit prices, same-store sales, and what the interaction of these fundamentals suggests about the underlying consumer demand for RVs. S&P said it could lower the rating if these fundamentals develop unfavorably and suggest that the weakening consumer demand will evolve into a sustained down cycle. The rating agency could also lower the rating if the company pursues debt-financed acquisitions that cause it to sustain leverage of more than 6.5x. "We could revise our outlook on Camping World to stable if we believe the retail outlook for the RV industry will stabilize and expect that the company's leverage will improve in line with our current base-case forecast to the mid-5x to 6x range in 2020. We believe this would provide it with a sufficient cushion relative to our 6.5x downgrade threshold. This would also likely coincide with a stabilization of consumer demand and inventory levels in the RV retail channel," S&P said. CYTOSORBENTS CORP: Incurs $3.54 Million Net Loss in Second Quarter ------------------------------------------------------------------ Cytosorbents Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $3.54 million on $6.23 million of total revenue for the three months ended June 30, 2019, compared to a net loss of $5.82 million on $5.75 million of total revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $8.43 million on $11.42 million of total revenue compared to a net loss of $8.80 million on $10.68 million of total revenue for the same period last year. As of June 30, 2019, the Company had $28.48 million in total assets, $16.94 million in total liabilities, and $11.54 million in total stockholders' equity. Second Quarter 2019 Operational Highlights: * 67,000+ cumulative CytoSorb treatments have been delivered, up from 46,000 a year ago * CytoSorb product registration has been submitted in Mexico and South Korea with partner Fresenius Medical Care, with concurrent initiation of commercialization planning and pre- launch activities including conferences, marketing, and key opinion leader events. Feedback on the status of registration is expected before the end of this year * Publication of the U.S. REFRESH I study in Seminars in Thoracic and Cardiovascular Surgery, a journal of the American Association for Thoracic Surgery (AATS) and an associated editorial commentary on the clinical trial and the potential clinical importance and value that CytoSorb could have in complex cardiac surgery with future studies * Enrollment in the 400 patient U.S. REFRESH 2-AKI pivotal randomized, controlled trial is currently at 109 patients with 24 active sites * The German government-funded REMOVE endocarditis trial is approximately 90% enrolled, with 222 patients out of a target 250 patients at 15 clinical sites. Completed enrollment is expected by year-end * The HemoDefend-RBC program remains on track for an investigational device exemption (IDE) submission to the FDA this year, enabling the start of the U.S. pivotal trial Dr. Phillip Chan, chief executive officer of CytoSorbents Corporation, stated, "Q2 2019 product sales rebounded significantly over the past quarter, achieving our guidance as the best quarter of product sales since we began commercialization, and in-line with our historical product sales trajectory of growth. Results were aided by the resumption of ordering from one of our major distributors. We also attained blended product gross margins of 76%, an increase of 200 basis points from the prior quarter, primarily resulting from continued efficiencies in manufacturing, and closing in on our goal of 80% on a quarterly basis this year." "The new loan amendment with Bridge Bank has expanded our effective working capital position by approximately $9 million, including deferment of principal repayments, and will allow us to continue making the investments in our business that will drive future growth. We expect that product sales in the second half of this year will solidly exceed product sales in the first half, catalyzed by the impact of our expanding sales team, organic growth in existing markets, increased international expansion, publication of new clinical data in a wide variety of clinical applications, and increased partner support." Dr. Chan concluded, "Lastly, in the independent editorial commentary to the REFRESH I paper that was recently published, we were pleased to note that the authors described the complications of extended cardiopulmonary bypass - including the activation of inflammation, release of free hemoglobin due to hemolysis, and organ injury and failure - as the 'Achilles heel of complex cardiac surgery', and that the 'holy grail of research in this subject would be to find something able to mitigate or eliminate the mediators responsible for these potentially catastrophic downstream effects of prolonged cardiopulmonary bypass.' In reality, CytoSorb has demonstrated utility in so many different life-or-death applications in critical care and cardiac surgery, that we believe we are one of the leading innovators in bringing game-changing advances to medicine." Comparison for the three months ended June 30, 2019 and 2018: Revenues: Revenue from product sales was approximately $5,850,000 in the three months ended June 30, 2019, as compared to approximately $5,246,000 in the three months ended June 30, 2018, an increase of approximately $604,000, or 12%. This increase was driven by an increase in direct sales of approximately $520,000 resulting from sales to both new customers and repeat orders from existing customers and an increase in distributor sales of approximately $84,000. In addition, sales were negatively impacted by approximately $357,000 as a result of the decrease in the average exchange rate of the Euro to the U.S. dollar. For the three months ended June 30, 2019, the average exchange rate of the Euro to the U.S. dollar was $1.12 as compared to an average exchange rate of $1.19 for the three months ended June 30, 2018. Grant income was approximately $382,000 for the three months ended June 30, 2019 as compared to approximately $510,000 for the three months ended June 30, 2018, a decrease of approximately $128,000 or 25%. This decrease was a result of timing of certain grant revenue. Total revenues were approximately $6,233,000 for the three months ended June 30, 2019, as compared to total revenues of approximately $5,755,000 for the three months ended June 30, 2018, an increase of approximately $478,000, or 8%. Cost of Revenues: For the three months ended June 30, 2019 and 2018, cost of revenue was approximately $1,834,000 and $1,786,000, respectively, an increase of approximately $48,000. Product cost of revenues increased approximately $31,000 during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018 due to increased sales. Product gross margins were approximately 76% for the three months ended June 30, 2019 and approximately 74% for the three months ended June 30, 2018. Research and Development Expenses: For the three months ended June 30, 2019, research and development expenses were approximately $2,930,000 as compared to research and development expenses of approximately $1,576,000 for the three months ended June 30, 2018. The increase of approximately $1,354,000 was due to an increase in clinical trial costs of approximately $1,215,000, which is primarily related to the Company's REFRESH 2-AKI trial, an increase in non-clinical research and development salary related costs of approximately $11,000 and an increase in other non-clinical research and development costs of approximately $150,000. These increases were offset by an increase in direct labor and other costs being deployed toward grant-funded activities of approximately $18,000, which had the effect of decreasing the amount of its non-reimbursable research and development costs, and a decrease in new product development costs of approximately $4,000. Legal, Financial and Other Consulting Expense: Legal, financial and other consulting expenses were approximately $592,000 for the three months ended June 30, 2019, as compared to approximately $458,000 for the three months ended June 30, 2018. The increase of approximately $134,000 was due to an increase in legal fees of approximately $28,000 related to patent matters and certain corporate initiatives, an increase in consulting fees of approximately $55,000, an increase in employment agency fees of approximately $31,000 and an increase in accounting fees of approximately $20,000. Selling, General and Administrative Expense: Selling, general and administrative expenses were approximately $4,507,000 for the three months ended June 30, 2019, as compared to approximately $6,124,000 for the three months ending June 30, 2018, a decrease of $1,617,000. The decrease of $1,617,000 was due to a decrease in non-cash stock compensation of approximately $2,228,000, a decrease in travel and entertainment costs of approximately $64,000 and a decrease in other general and administrative expenses of approximately $70,000. These decreases were offset by an increase in salaries, commissions and related costs of approximately $588,000, additional sales and marketing costs, which include advertising and conferences of approximately $92,000, an increase in royalty expenses of approximately $53,000 due to the increase in product sales and an increase in rent expense of approximately $12,000 related to the expansion of manufacturing and office facilities. Interest Expense, net: For the three months ended June 30, 2019, interest expense was approximately $215,000, as compared to interest expense of approximately $840,000 for the three months ended June 30, 2018. This decrease in interest expense of approximately $625,000 was primarily a result of the settlement of the Success Fee with Bridge Bank in the amount of $637,000 that became due in May 2018 in accordance with the terms of the 2016 Success Fee Letter with Bridge Bank. Gain (Loss) on Foreign Currency Transactions: For the three months ended June 30, 2019, the gain on foreign currency transactions was approximately $297,000 as compared to a loss of approximately $(794,000) for the three months ended June 30, 2018. The 2019 gain was directly related to the increase in the spot exchange rate of the Euro to the U.S. dollar at June 30, 2019 as compared to March 31, 2018. The spot exchange rate of the Euro to the U.S. dollar was $1.14 per Euro at June 30, 2019, as compared to $1.12 per Euro at March 31, 2019. The 2018 loss was directly related to the decrease in the spot exchange rate of the Euro at June 30, 2018 as compared to March 31, 2018. The spot exchange rate of the Euro to the U.S. dollar was $1.17 per Euro at June 30, 2018, as compared to $1.23 per Euro at March 31, 2018. Liquidity and Capital Resources: Since inception, the Company's operations have been primarily financed through the issuance of debt and equity securities. At June 30, 2019, the Company had current assets of approximately $22,214,000 including cash on hand of approximately $16,342,000 and current liabilities of approximately $6,919,000. On July 31, 2019, the Company executed an Amendment to its Loan Agreement with Bridge Bank and simultaneous with this Amendment received $5 million in proceeds from an additional term loan. In addition, the Amendment extends the interest only period of the loan for an additional six months through April 2020, with the ability to further extend the interest-only period for another six months through October 2020 should the Company meet certain conditions. The Company believes that it has sufficient cash to fund its operations into 2020. 2019 Third Quarter Revenue Guidance: CytoSorbents has not historically given specific financial guidance on quarterly results until the quarter has been completed. However, the Company expects its third quarter 2019 product sales will exceed sales reported in the third quarter of 2018. In addition, the Company expects that second half 2019 product sales will exceed first half 2019 product sales. A full-text copy of the Form 10-Q is available for free at: https://is.gd/5afrcK About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb is approved in the European Union with distribution in 55 countries around the world, as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" that could otherwise cause massive inflammation, organ failure and death in common critical illnesses. These are conditions where the risk of death is extremely high, yet no effective treatments exist. Cytosorbents reported a net loss of $17.21 million for the year ended Dec. 31, 2018, compared to a net loss of $8.46 million for the year ended Dec. 31, 2017. As of March 31, 2019, Cytosorbents had $30.99 million in total assets, $15.97 million in total liabilities, and $15.01 million in total stockholders' equity. WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's auditor since 2004, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company sustained net losses for the years ended Dec. 31, 2018, 2017 and 2016. Further, the Company believes it will have to raise additional capital to fund its planned operations for the twelve month period through March 2020. These matters raise substantial doubt regarding the Company's ability to continue as a going concern. DON FRAME: Confirmation Hearing Moved to Sept. 25 ------------------------------------------------- The Bankruptcy Court issued an amended order approving the first amended disclosure statement explaining the Chapter 11 Plan filed by Don Frame Trucking, Inc., and moved the hearing on confirmation of the plan from Sept. 11 to Sept. 25, 2019 at 10:00 A.M. September 20, 2019 is fixed as the last day for filing and serving written objections to confirmation of the plan. About Don Frame Trucking Don Frame Trucking, Inc., is a trucking company in Fredonia, New York, specializing in the transport of dry bulk commodities, construction and hazardous materials. Don Frame Trucking filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 18-11147) on June 13, 2018. In the petition signed by John D. Frame, vice president/treasurer, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Carl L. Bucki oversees the case. Gross Shuman P.C., led by Robert J. Feldman, serves as bankruptcy counsel to the Debtor. Woods Oviatt Gilman LLP, is special counsel. ELITE PHARMACEUTICALS: Has $280K Net Income for June 30 Quarter --------------------------------------------------------------- Elite Pharmaceuticals, Inc., filed its quarterly report on Form 10-Q, disclosing a Net income attributable to common shareholders of $279,702 on $3,359,240 of total revenue for the three months ended June 30, 2019, compared to a Net loss attributable to common shareholders of $1,687,766 on $2,167,698 of total revenue for the same period in 2018. At June 30, 2019, the Company had total assets of $24,284,953, total liabilities of $12,242,661, and $1,861,668 in total shareholders' deficit. At June 30, 2019, the Company had unrestricted cash balances totaling $2.6 million. The Company has incurred losses and negative cash flows from operations every, including operating losses of $1.1 million and $1.9 million for the three months ended June 30, 2019 and 2018, respectively. In addition, overall working capital, defined as current assets minus current liabilities decreased by approximately $1.1 million during the three months ended June 30, 2019. Based on the foregoing, the Company has determined that there did appear to be evidence of substantial doubt of its ability to continue as a going concern. To continue as a going concern, the Company will need to do some or all of the following, without limitation: obtain additional financing, increase sales of existing products, bring additional products in the pipeline to market and/or reduce expenses. The successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. A copy of the Form 10-Q is available at: https://is.gd/5i77rR Elite Pharmaceuticals, Inc., a specialty pharmaceutical company, engages in the research, development, manufacture, and licensing of proprietary orally administered controlled-release drug delivery systems and products. The Company operates in Abbreviated New Drug Applications for Generic Products and New Drug Applications for Branded Products segments. The Company was founded in 1984 and is headquartered in Northvale, New Jersey. FABRIC FANATICS: Sept. 19 Plan Confirmation Hearing --------------------------------------------------- The Disclosure Statement explaining the small business Chapter 11 Plan of Fabric Fanatics, Inc., is conditionally approved. The hearing to consider final approval of the Disclosure Statement and confirmation of the Plan is fixed and will be held on September 19, 2019 at 9:30 a.m. September 13, 2019 is fixed as the last day for filing and serving written objections to: (1) final approval of the Disclosure Statement; or (2) confirmation of the Plan. Secured claims of Liftfund, Inc., and Navitas Lease Corp. are impaired. Class 1B - Secured Claim of Lift will be paid in full and amortized over 15 years at 5.50% (monthly payments of $1,054.28). The estimated allowed claim amount is $129,027. The estimated distribution amount is $189,767 (principal and interest). Class 1C - Secured Claim of Navitas will be paid in full and amortized over two years at 5.50% (monthly payments of $91.98). The estimated allowed claim amount is $2,085. The estimated distribution amount is $2,207 (principal and interest). Class 3B - General Unsecured Claims are impaired and will receive a Pro Rata distribution from unsecured creditor pool. The estimated allowed claim amount is $120,392. The estimated distribution is $60,000. The creditor pool will be funded at the rate of $1,000 per month. Payments from the unsecured creditor pool will be paid quarterly, for a period not to exceed five (5) years (20 quarterly payments) and the first quarterly payment will be due on the twentieth (20th) day of the first full calendar month following the last day of the first quarter. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y25m7uxn from PacerMonitor.com at no charge. About Fabric Fanatics Fabric Fanatics, Inc., a Texas corporation, currently operates from Plano, Texas. It was started in 2002 and sells only 100% cotton Batik fabrics to the retail consumer via storefront, internet, and quilt shows Fabric Fanatics filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-42287) on Oct. 10, 2018. In the petition signed by Lisa Anderson, president, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in estimated liabilities. The Debtor is represented by Robert T. DeMarco at DeMarco Mitchell, PLLC. FCH MCKINNEY: Star Creek to Provide Funding for Plan Payments ------------------------------------------------------------- FCH McKinney Senior Homes, LLC, filed an amended Chapter 11 plan and accompanying Disclosure Statement to disclose that funding for the Plan will come from a Debtor-in-Possession Loan from Star Creek Co., Inc., that has been approved by the Court, and from the Debtor's sale of its real estate within 24 months of the Plan confirmation date or the refinancing of Debtor's real estate within that time. The previous plan disclosed that funding for the Plan will come from a DIP Loan from R2R Capital, LLC. Class #2 General Unsecured Creditors. General unsecured creditors are classified in Class 3, and may not receive a distribution of their allowed claims, whose total claim are $101,683.00. The total unsecured claims of non-equity interest holders is only $937.00. Class #1 Classes of Secured Claims: Secured claim of Veritex Bank in the Allowed Secured Amount of $2,262,000.00. Secured claim of Star Creek Co., Inc. Debtor-In-Possession Loan in the Allowed Secured Amount of $400,000.00, plus interest. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/y67hsr8s from PacerMonitor.com at no charge. Attorney for the Debtor. Larry K. Hercules, Esq. LARRY K. HERCULES, ATTORNEY AT LAW 1400 Preston Road, Suite 400 Plano, Texas 75093 Telephone: (972) 964-9757 Facsimile: (972) 964-0120 Email: lkhercules@yahoo.com About FCH McKinney Senior Homes FCH McKinney Senior Homes, LLC, operates an assisted living facility in Dallas, Texas. FCH McKinney filed as a Domestic Limited Liability Company in the State of Texas on April 10, 2013, according to public records filed with Texas Secretary of State. FCH McKinney filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-42734) on Dec. 3, 2018. In the petition signed by Kent C. Conine, manager, the Debtor disclosed less than $50,000 in assets and less than $10 million in estimated liabilities. The Debtor is represented by Larry Kent Hercules, Esq., at Larry K. Hercules, Attorney At Law. FILTRATION SERVICES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Filtration Services Group LLC 5600 Williams Lake Road, Suite E Waterford, MI 48329 Business Description: Filtration Services Group LLC -- http://www.fsgfilters.com-- provides filtration products for HVAC & air, dust collection, compressed air, liquid, hydraulic, and rolled media. The Company was founded in 1972 with offices and warehouses in Waterford, Michigan, Oklahoma City, Oklahoma, Nashville, Tennesee, and Kansas City, Missouri. Chapter 11 Petition Date: August 13, 2019 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Case No.: 19-51724 Judge: Hon. Marci B McIvor Debtor's Counsel: Jason W. Bank, Esq. KERR, RUSSELL AND WEBER, PLC 500 Woodward Avenue, Suite 2500 Detroit, MI 48226 Tel: (313) 961-0200 Fax: (313) 961-0388 Email: jbank@kerr-russell.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Robert Jackson, manager and president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb19-51724_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb19-51724.pdf FLEXI-VAN LEASING: S&P Raises ICR to 'CCC' on End of Exchange Offer ------------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Flexi-Van Leasing Inc. to 'CCC' from 'CC' and its issue-level rating on the company's second-lien notes to 'CCC' from 'CC'. The '3' recovery rating remains unchanged. The upgrade follows the expiration of Flexi-Van's exchange offer for its second-lien notes. Under the terms of the exchange, the company would have eliminated a provision that provides noteholders 110% of par value through February 2020 if it raised additional equity. The new notes would also have provided the company with an option to redeem them at below-par value until April 2020. "In our view, these terms represented less than the noteholders were originally promised. Therefore, we lowered our ratings on Flexi-Van based on our expectation that the exchange would likely occur in the near-term," S&P said. The negative outlook on Flexi-Van reflects S&P's expectation that the company's liquidity will remain constrained over the next 12 months due, in part, to fleet investments and the limited availability under its revolving credit facility. S&P also believes there is a high likelihood that the company will pursue another exchange offer, which the rating agency would likely view as distressed and tantamount to a default. "We could lower our ratings on Flexi-Van over the next 12 months if we believe a distressed exchange is imminent or if the company's liquidity deteriorates such that it is no longer able to meet its interest obligations," S&P said. S&P said it could revise its outlook on Flexi-Van to developing over the next 12 months if the company is able to improve its liquidity position without entering into a distressed exchange. This could occur if the company receives an equity infusion that doesn't require concessions from its lenders, according to the rating agency. FLIPPING EGG: Oct. 30 Plan Confirmation Hearing ----------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan filed by The Flipping Egg, LLC, is conditionally approved. The hearing to consider final approval of the Debtor's Disclosure Statement and to consider the confirmation of the Debtor's proposed Chapter 11 Plan is fixed and will be held on October 30, 2019 at 1:30 p.m. October 28, 2019 is also fixed as the last day for filing and serving written objections to final approval of the Debtor’s Disclosure Statement or confirmation of the Debtor’s proposed Chapter 11 plan. About The Flipping Egg The Flipping Egg, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-10194) on Aug. 6, 2018. In the petition signed by its president/managing member, Tammy Reese, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Robert L. Jones presides over the case. GATEWAY BUSINESS: Case Summary & 4 Unsecured Creditors ------------------------------------------------------ Debtor: Gateway Business Complex LLC 1571 MacArthur Blvd. Costa Mesa, CA 92626 Business Description: Gateway Business Complex LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 13, 2019 Court: United States Bankruptcy Court Central District of California (Santa Ana) Case No.: 19-13138 Judge: Hon. Erithe A. Smith Debtor's Counsel: Michael H. Raichelson, Esq. THE LAW OFFICES OF MICHAEL H RAICHELSON 21900 Burbank Blvd., Suite 300 Woodland Hills, CA 91367 Tel: 818-444-7770 Fax: 818-444-7776 E-mail: mhr@cabkattorney.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Shaun Tan, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-13138.pdf GRAY LAND & LIVESTOCK: Wins Nod to Pay $40K for Crop Insurance -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Washington approved the motion filed by Gray Land & Livestock, LLC, to use to cash collateral of $40,022 as full payment to RCIS for 2016 crop insurance premium. The Debtor’s use of cash collateral for the 2016 crop insurance premium is contingent upon first providing Columbia Bank with satisfactory evidence that the crop insurance will be transferred from Gray Farms & Cattle, LLC, to the Debtor once the 2016 crop insurance premium is paid. If the Debtor cannot provide satisfactory evidence to Columbia Bank, the Debtor may not use the cash collateral intended for the 2016 crop insurance without further Court order. About Gray Land & Livestock Gray Land & Livestock is a privately held company that operates in the animal food manufacturing industry. Gray Land & Livestock sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-00467) on Feb. 28, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Frederick P. Corbit. The Debtor tapped Bailey & Busey LLC as its legal counsel. GREEN COUNTRY ENERGY: S&P Puts B+ Sec. Notes Rating on Watch Neg. ----------------------------------------------------------------- S&P Global Ratings placed its 'B+' rating on Green Country Energy LLC's (GCE) $319 million senior secured notes on CreditWatch (CW) with negative implications reflecting the forced outage. "We do not yet know the magnitude of costs to repair the outage and the potential loss of cash flow because of the unit shutdown. However, we expect the project will experience some loss of cash flows because of the outage," S&P said. Unless compensated by incremental income or cost savings versus S&P's projections for 2019, the cash flow loss will increase the shortfall between the project's cash sources and the mandatory early redemption amount in February 2022, potentially increasing the project's reliance on its debt service reserve (DSR) to meet the redemption amount. Any further reliance on DSR to meet the 2022 early redemption can lead to lower ratings, according to S&P. S&P's current rating on GCE already captures this risk and virtually has no cushion for any operational underperformance that can lead to lower revenues. As such, S&P views the possibility of a downgrade higher in the near term if the unit remains out of commission for a long time, leading to weaker cash flows or if there are additional unplanned outages. The rating agency expects to resolve the CreditWatch over the next 90 days. It will assess performance over the next few months to determine operational stability and whether the project has generated sufficient cash flows such that it can offset the losses related to this outage and leave the shortfall in the cash trap account unchanged. "We will likely revert to a negative outlook if the project can demonstrate that it can manage the impact of this outage without leading to a further shortfall in its cash trap account. We will consider a downgrade of at least one notch or more should there be additional unplanned outages," S&P said. H&B HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: H&B Holdings, Inc. dba Bullington Lumber Co., Inc. 4625 Hickory Lane Tuscumbia, AL 35674 Business Description: H&B Holdings Inc. is a privately held company in the wholesale lumber business. Chapter 11 Petition Date: August 13, 2019 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Case No.: 19-82417 Judge: Hon. Clifton R. Jessup Jr. Debtor's Counsel: Stuart M. Maples, Esq. MAPLES LAW FIRM, PC 200 Clinton Avenue W., Suite 1000 Huntsville, AL 35801 Tel: 256 489-9779 Fax: 256-489-9720 E-mail: smaples@mapleslawfirmpc.com Total Assets: $236,441 Total Liabilities: $7,641,392 The petition was signed by Harvey F. Robbins, III, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/alnb19-82417.pdf HALCON RESOURCES: Incurs $640.8-Mil. Net Loss for June 30 Quarter ----------------------------------------------------------------- Halcon Resources Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $640,844,000 on $56,378,000 of total operating revenues for the three months ended June 30, 2019, compared to a net loss of $16,274,000 on $55,415,000 of total operating revenues for the same period in 2018. At June 30, 2019, the Company had total assets of $1,155,473,000, total liabilities of $941,316,000, and $214,157,000 in total stockholders' equity. On August 7, 2019, the Company and its subsidiaries (the Halcon Entities) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court) to pursue a pre-packaged plan of reorganization (the Plan). The Company expects to continue operations in the normal course during the pendency of the chapter 11 proceedings. Prior to filing the bankruptcy petitions, on August 2, 2019, the Halcon Entities entered into a restructuring support agreement (the Restructuring Support Agreement) with certain holders of the Company's 6.75% senior unsecured notes due 2025 (the Unsecured Senior Noteholders). The Company's debt agreements provide that the commencement of a voluntary proceeding in bankruptcy is an event of default leading to the automatic acceleration of the associated obligations. Accordingly, the filing of the voluntary petitions for relief under chapter 11 of the Bankruptcy Code accelerated the Company's obligations under all of its outstanding debt instruments, although any efforts to enforce payment obligations thereunder have been automatically stayed by, and the creditors' rights of enforcement are subject to, the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Accordingly, the Company classified all of its outstanding debt as a current liability on its unaudited condensed consolidated balance sheet as of June 30, 2019. The significant risks and uncertainties related to the Halcon Entities' chapter 11 proceedings raise substantial doubt about the Company's ability to continue as a going concern. The unaudited condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If the Company cannot continue as a going concern, adjustments to the carrying values and classification of its assets and liabilities and the reported amounts of income and expenses could be required and could be material. A copy of the Form 10-Q is available at: https://is.gd/7xnMc9 Halcon Resources Corporation is an independent energy company focused on the acquisition, production, exploration and development of onshore liquids-rich oil and natural gas assets in the United States. HMSW CPA: Hagen Secured Claim to Recoup 54%-100% Under New Plan --------------------------------------------------------------- HMSW CPA, P.L.L.C. and KSW CPA, P.C., filed a First Amended Combined Joint Plan of Liquidation and Disclosure Statement to modify the treatment of the secured claim of David Hagen and general unsecured claims against HMSW. The Amended Plan proposes that the secured claim of Mr. Hagen against HMSW, classified in Class 2H, totals $78,000 and will recoup 54%-100%. The prior Plan estimated the total of Mr. Hagen's Class 2H claim at $54,000 and recovery at 74%. The Amended Plan also proposes that Allowed General Unsecured Claims Against HMSW, classified in Class 5H, total $1.7 million and will recoup 0%-37%, compared to the 5%-37% proposed in the prior Plan. The Debtors will be liquidated and closed. Personal property will be auctioned through EBay or disposed of if unsold. The Bankruptcy Court has set a hearing on confirmation of the Plan for August 19, 2019 at 9:30 a.m. Central Time in the courtroom of the Honorable Mark X. Mullin, United States Bankruptcy Court, Northern District of Texas, 501 W. 10th. Street, Fort Worth, Texas. Objections to confirmation must be filed and served in on or before August 16, 2019. A full-text copy of the Amended Chapter 11 Plan dated August 8, 2019, is available at https://tinyurl.com/y5bjzjkt from PacerMonitor.com at no charge. A full-text copy of the Amended Chapter 11 Plan dated July 22, 2019, is available at https://tinyurl.com/yyume3pq from PacerMonitor.com at no charge. Counsel for HMSW: Howard Marc Spector, Esq. SPECTOR & JOHNSON, P.L.L.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 [214] 365-5377 FAX: [214] 237-3380 Counsel for KSW: Craig Douglas Davis, Esq. DAVIS, ERMIS & ROBERTS, P.C. 1010 N. Center, Suite 100 Arlington, TX 76011 [817] 265-8832 FAX : [972] 262-3264 About HMSW CPA, PLLC HMSW CPA, PLLC -- http://www.hmswcpa.com/-- is a certified public accounting firm in Arlington, Texas. The company offers audit and assurance, tax compliance, business advisory, accounting and financial advisory services to small and medium size businesses. It also provides a wide range of business services for companies seeking to outsource payroll, transaction processing and basic accounting functions. HMSW CPA, PLLC based in Arlington, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43569) on Sept. 10, 2018. In the petition signed by Cheree D. Bishop, president and manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Mark X. Mullin presides over the case. Howard Marc Spector, Esq., at Spector & Johnson, PLLC, serves as bankruptcy counsel. HUNTINGTON PROPERTY: Seeks to Use Fannie Mae Cash Collateral ------------------------------------------------------------ Huntington Property LLC asks the U.S. Bankruptcy Court for the Western District of Tennessee for approval to use cash collateral on an interim basis, as well as on a final basis. Before the Petition Date, the Debtor is a party to a loan agreement with Arbor Commercial Funding I, LLC, for $3,266,000. Arbor Commercial assigned its interest in the loan agreement to Federal National Mortgage Association (Fannie Mae). The Debtor believes that the total value of the collateral pledged to Fannie Mae is approximately $5 million. The Debtor seeks to use cash collateral on an interim basis pursuant to a proposed budget which it says will be filed separately with the Court. Debtor also proposes an interest only payment to Fannie Mae until the confirmation of a plan, a sale of a certain real property or a further Court order. Moreover, Debtor seeks to pay U.S. Trustee fees and approved compensation for its counsel for amounts up to $30,000. Additionally, Debtor seeks permission for any capital expenditure (such as appliances necessary for new tenants before moving in to the apartments), as well as authorization for replacement capital expenditures, further seeking that reimbursements for the same be made from the reserve fund. The Debtor operates a 112-unit multifamily apartment complex. The Debtor's use of cash collateral, says Toni Campbell Parker, counsel to the Debtor, will ensure the Debtor's ability to pay ongoing expenses arising from its business. About Huntington Property Huntington Property LLC, a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), is a Tennessee limited liability company. It operates from its principal place of business at 2872 Coach, Memphis, Tennessee. Huntington Property sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 19-25923) on July 31, 2019. As of the Petition Date, Debtor recorded assets between $1 million and $10 million, and liabilities within the same range. Victor Hugo Torres, managing member, signed the petition. Judge Paulette J. Delk is assigned the Debtor's case. Toni Campbell Parker, Esq., is the Debtor's counsel. IDL DEVELOPMENT: Court Modifies Scope of Examiner's Report ---------------------------------------------------------- Upon consideration of the order directing the appointment of an examiner in the Chapter 11 case of IDL Development, Inc., under Section 1104(c) and the order approving the Chapter 11 examiner, Bankruptcy Court modifies the scope of the examiner's report as follows: The Examiner is directed to continue her efforts to report on subparts (A) and (C) of the orders to "(A) investigate the validity of the Debtor's prepetition debts" and "(C) perform an accounting of the Debtor's disbursements from the capital it raised prepetition." Until further order of the Court, the Examiner shall not conduct further investigation with respect to subpart (B), "investigating the existence of any assets owned or created by the Debtor that were not disclosed on the Debtor's scheduled filed in this Chapter 11 case, including intellectual property." The Examiner's Final Report regarding subparts (A) and (C) shall be due on or before September 30, 2019, unless extended by further order of the Court. About IDL Development IDL Development, Inc. is engaged in research in the field of "electromagnetic chemistry," which is the use of electromagnetic fields to manipulate, generate and change the properties of matter. Organized in 2014, IDL Development conducts research activities from a leased facility in Taunton, Massachusetts, and is funded through private equity investment. IDL Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14808) on Dec. 29, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case is assigned to Judge Joan N. Feeney. Murphy & King, Professional Corp. is the Debtor's counsel. INSEEGO CORP: Needs Debt Restructuring to Remain as Going Concern ----------------------------------------------------------------- Inseego Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $10,719,000 on $55,891,000 of total net revenues for the three months ended June 30, 2019, compared to a net loss of $6,679,000 on $49,057,000 of total net revenues for the same period in 2018. At June 30, 2019, the Company had total assets of $164,654,000, total liabilities of $201,982,000, and $37,328,000 in total stockholders' deficit. The Company's management does not believe that its current cash and cash equivalents, together with anticipated cash flows from operations, will be sufficient to meet its working capital needs, including any required repurchase of the Inseego Notes and repayment of the Credit Agreement and Novatel Wireless Notes, without additional sources of cash. These circumstances, unless mitigated, raise substantial doubt about the Company's ability to continue as a going concern. The Company's plan to mitigate the substantial doubt as to its ability to continue as a going concern is through the restructuring of its existing debt or issuance of additional debt or equity securities. A copy of the Form 10-Q is available at: https://is.gd/jG2CXY Inseego Corp. engages in the design and development of mobile, Internet of Things (IoT), and cloud solutions for large enterprise verticals, service providers, and small and medium-sized businesses worldwide. The company has a strategic partnership with Sprint Corporation to deliver IoT solutions for aviation, transportation, logistics, and manufacturing industry verticals. Inseego Corp. was founded in 1996 and is headquartered in San Diego, California. INTERFACE NETWORK: Obtains Court OK to Use Cash Collateral ---------------------------------------------------------- Interface Network Systems, Inc., is granted approval to use cash collateral nunc pro tunc with respect to the interest of its secured creditors -- Shirley A. Omlor Revocable Trust, Capital funding Solutions/Transportation Alliance Bank, FFE Services/Fundation, John J. Omlor & Associates, Inc., and Corporation Service Co./Kalamata. Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorized the Debtor to pay: * amounts expressly approved by the Court, including payments to the U.S. Trustee for quarterly fees; * the current and necessary expenses as set forth in the budget, plus up to 10 percent variance for both per line amount and in the aggregate; or * amounts as may be expressly approved in writing by all of the secured creditors. The budget shows equal monthly expense projections of $39,568.24 for the period from July 2019 through December 2019, while monthly revenues are projected at varying amounts, showing a total in gross revenue at $162,000 for the month of August 2019. The Debtor will maintain insurance coverage for its property pursuant to the loan and security documents with the secured creditors. The Debtor is not required to make adequate protection payments for the period covered by this Order, without prejudice to the creditors to file motions for adequate protection. About Interface Network Systems Founded in 1998, Interface Network Systems, Inc. -- http://www.interface-networks.com/-- is a network cabling company based in Tampa, Florida. INS designs and installs various cable management solutions that provide structural support to organize, store and secure its clients' cabling. Interface Network Systems, based in Tampa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04596) on May 15, 2019. In the petition signed by David J. Omlor, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as bankruptcy counsel to the Debtor. JB AND CO: Wants OK on Cash Use, Says Creditors Protected --------------------------------------------------------- JB and Company Chevron, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to use cash collateral for the period from Sept. 1, 2019 through Dec. 31, 2019 in order to operate its business. The Debtor also seeks that no adequate protection will be required to be paid during this interim period. As of the Petition Date, the Debtor has outstanding obligations with Centinel Bank of Taos, and New Mexico Taxation and Revenue Department (TRD). Centinel is owed approximately $286,000. Michael K. Daniels, Esq., counsel to the Debtor, asserts that adequate protection to Centinel and to the TRD are not necessary as parties-in-interest have collateral owned by the Debtor valued in excess of the total balance owed to each creditor. Additionally, Centinel has collateral owned by guarantors to the Debtor’s obligation to Centinel. The Debtor filed a cash budget showing total monthly disbursements of $219,354, of which $190,000 is estimated for cost of goods sold. A copy of the budget can be accessed for free at: http://bankrupt.com/misc/JB_and_Co_Cash_Budget.pdf About JB and Company Chevron JB and Company Chevron, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11504) on June 24, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The case is assigned to Judge Robert H. Jacobvitz. Michael K. Davis, Esq., is counsel to the Debtor. JTJ RESTAURANTS: Sept. 24 Plan Confirmation Hearing --------------------------------------------------- The disclosure statement explaining the Chapter 11 Plan filed by JTJ Restaurants, Inc., is conditionally approved. The hearing on final approval of the disclosure statement and confirmation of the Plan has been set on September 24, 2019 at 1:30 p.m. September 19, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. General unsecured claims total $1,367,040. The Debtor has allocated $8,000 per month to pay the class of general unsecured creditors for 60 months. The creditors will be paid on a pro rata basis and receive approximately 42.13% of their claim. The Plan will be funded by the income received by the Debtor from the operations of the restaurant. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yxpljzv7 from PacerMonitor.com at no charge. About JTJ Restaurants and Byrd Restaurants-Royal Palm JTJ Restaurants, Inc., and Byrd Restaurants-Royal Palm, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-12990) on March 6, 2019. In the petitions signed by Jerome Byrd, president, JTJ Restaurants each estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtors are represented by Brian K. McMahon, P.A., as counsel. KINGDOM FELLOWSHIP: Cuts Unsecured Creditors' Recovery in New Plan ------------------------------------------------------------------ Kingdom Fellowship Christian Life Center Incorporated filed an amended small business Chapter 11 plan and accompanying disclosure statement reducing the proposed recovery of general unsecured creditors to monthly payments of $500 beginning month 9 and ending month 10 and monthly payments of $1,500 beginning month 11 and ending month 60. The Plan Proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. Tables showing the amount of cash on hand on the effective date of the Plan, and the sources of that cash are attached to this disclosure statement as Exhibit F, consist of cash on hand to be determined. A full-text copy of the Amended Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/yxb8gy6f from PacerMonitor.com at no charge. About Kingdom Fellowship Christian Life Center Based in Louisville, Kentucky, Kingdom Fellowship Christian Life Center Incorporated filed a petition for relief under Chapter 11 of the US Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-33459) on November 12, 2018, listing under $1 million in both assets and liabilities. Marque G. Carey, Esq. at Smith & Carey, PLLC, represents the Debtor as counsel. LOGISTICS BUDDY: Cargo Company Filed Revised Budget --------------------------------------------------- Logistics Buddy Transportation, LLC, filed a motion with the U.S. Bankruptcy Court for the District of South Dakota seeking to modify the request for authority to use cash collateral and the request for preliminary hearing. Previously, the Debtor filed a motion seeking authority to obtain secured credit from Wex Bank. Clair R. Gerry, counsel to the Debtor at Gerry & Kulm Ask, Prof. LLC, disclosed that because of the delay in finalizing an agreement with Wex Bank, the Debtor has had to adjust some expenses and added additional drivers so that it could continue to operate. The budget provided for $155,465.91 in transportation costs and $48,134.96 in operating expenses, for a total of $203,600.87 in projected disbursements. A copy of the budget can be accessed free of charge at: http://bankrupt.com/misc/Logistics_B_Cash_Budget.pdf Wex Bank holds a prepetition security interest through a business blanket lien, and a pre-petition security interest in the prepetition proceeds the Debtor earns from its trucking operations. Accordingly, the Debtor sought authority by August 8, 2019 to use $203,600.87 of cash collateral in order to maintain the operation of its business for the period from August 3 through August 12, 2019. The Debtor also seeks final authorization to use the cash collateral. About Logistics Buddy Logistics Buddy Transportation, LLC, a cargo and freight company based in Sioux Falls, South Dakota, sought Chapter 11 protection (Bankr. D.S.D. Case No. 19-40294) on July 5, 2019. Debtor's assets as of the Petition Date range from $500,000 to $1 million, and its liabilities range from $1 million to $10 million. The case is assigned to Hon. Charles L. Nail, Jr. GERRY & KULM ASK, PROF. LLC, led by name partner Clair R. Gerry, is serving as counsel to the Debtor. MATRA PETROLEUM: Seeks Nod on Cash Collateral Use, $500K DIP Loan ----------------------------------------------------------------- Matra Petroleum U.S.A., Inc., Matra Petroleum Operating, LLC, Matra Petroleum Oil & Gas, LLC, and Matra Terra, LLC, ask the U.S. Bankruptcy Court for the Southern District of Texas permission to: (a) to use cash collateral on an interim basis prior to the final hearing, plus a 10 percent variance for each line item, provided that the variance for all items do not exceed 10 percent, in the aggregate, of the amount set forth in the Budget, a copy of which can be accessed for free at: http://bankrupt.com/misc/Matra_Pet_Cash_Budget.pdf (b) upon entry of a final Court order, to enter into a DIP Financing agreement with Bjorger Petroleum Corp. for an access to cash of up to $500,000 in delayed-draw term loans with a 7 percent interest, and include a roll-up of $500,000 in certain prepetition obligations. The DIP Loan would include (i) $50,000 payment by the Debtors for all reasonable costs and expenses of the DIP Agent and the DIP Lenders, (ii) reasonable and out-of-pocket expenses, and (iii) a 5 percent exit fee on the outstanding balance under the DIP Loan (which would not be payable if the DIP Loans are credit bid in sale under Section 363 of the Bankruptcy Code). The DIP Lender also requested a lien on all avoidance actions on the Debtors' estates. With respect to proposed use of cash collateral, as adequate protection to their pre-petition secured lenders, the Debtors propose to provide, among other things: (i) continuing and replacement liens to the pre-pretition agents, in the pre-petition collateral; (ii) adequate protection liens to the extent of the diminution in value of the interest of the prepetition lenders in the prepetition collateral, granted to each prepetition agent for the benefit of the respective prepetition lenders, including, subject to entry of a final order, proceeds of avoidance actions; (iii) adequate protection claims in the form of allowed super priority administrative claims to the prepetition agents on behalf of the prepetition lenders, junior only to the DIP Claims (if later approved), and the carve-out, to the extent of any diminution in the value of their respective prepetition collateral from and after the Petition Date, provided that the prepetition agents and prepetition lenders shall not receive adequate protection payments until all DIP Claims have been paid in full. Carve-out would amount up to $25,000 in the aggregate for expenses incurred by a Chapter 7 trustee, and $125,000 in aggregate amount for fees and costs incurred by estate professionals after the filing of a termination notice. Before the Petition Date, the Debtors are parties to several loan agreements with certain lenders and their administrative agents: (1) Matra USA, with Melody as administrative agent for the prepetition lenders, contracted a $20 million loan, and in connection therewith, to a Guaranty and Collateral Agreement granting Melody a first priority lien on substantially all of Matra USA's assets. Melody also filed a deed of trust and financing statement with respect to real property owned by Matra USA, as well as to certain assets of certain Debtor affiliates. Matra USA's debt was increased by $10 million, $8 million of which was advanced to finance a company drilling program. As of Aug. 1, 2019, Matra USA owes Melody, on the Matra USA Loan, an outstanding balance of $47.83 million, including accrued interest. (2) CoreTerra Corporation, an affiliate of Melody, contracted a $4 million Loan Agreement with the Lenders, with Melody, as administrative agent. Subsequently, CoreTerra transferred substantially all of its assets to Matra Terra. Matra Terra and Melody later contracted an Amended and Restated Loan Agreement replacing the CoreTerra Loan Agreement in its entirety. As of Aug. 1, 2019, Matra Terra owes $4,340,078, including interest, on the Matra Terra Loan. The aggregate outstanding principal of the Matra USA Loan and the Matra Terra Loan was in excess of $51 million and both loans were in default. (3) Matra O&G (as successor in interest to FirstBorger Oil & Gas, Inc.,) and LegacyTexas, as administrative agent, and L/C Issuer, contracted an Amended and Restated Credit Agreement, Revolving Credit Note and Term Note, pursuant to which the 2014 loan agreement among FirstBorger Oil & Gas and Green Bank was amended in pertinent part, for Matra O&G as borrower to a revolving line of credit amounting to $50 million and a term note for $55 million. The Loans are secured by liens on substantially all assets of Matra O&G. Subsequently, the Matra O&G Loans were acquire by Bjorger Oil & Gas LLC, an affiliate of Melody, as administrative agent and L/C Issuer. Later, the Matra O&G assets were foreclosed. The assets represent approximately 95 percent of the assets owned by Matra O&G. Outstanding balance on the Matra O&G Loans as of June 6, 2019 is approximately $25 million. As of July 1, 2019, the Debtors had combined secured debt in excess of $70 million, secured by liens on substantially all of the Debtors' assets, cash and equity. Melissa A. Haselden, Esq., of Hoover Slovacek LLP in Houston, Texas, says the DIP Financing will help fund expenses in the Debtors' Chapter 11 cases. Ms. Haselden asserts that operating on a cash collateral basis alone would render impossible the administration of the Debtors' estates in these cases. The Debtors believe that the decision to obtain postpetition secured financing is made in good faith, upon reasonable basis, and within the scope of the Debtors' authority under the Bankruptcy Code. The Debtors ask the Court to schedule of a final hearing no later than Aug. 30, 2019. About Matra Petroleum Matra Petroleum USA Inc. and its subsidiaries are Houston-based independent oil and gas companies focusing on oil and gas production and development of oil & gas leases all located in Texas. As is well known, operating and market conditions in the oil and gas industry have undergone a profound transformation in recent years leading many companies to seek chapter 11 relief. Matra Petroleum USA and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34190) on July 31, 2019. Matra Petroleum USA estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. As of July 1, 2019, the Debtors had combined secured debt in excess of $70 million, secured by liens on substantially all of the Debtors' assets, cash and equity. The Hon. David R. Jones is the case judge. The Debtors tapped HOOVER SLOVACEK LLP as counsel; and MACCO RESTRUCTURING GROUP, LLC, as financial advisor. MDC HOLDINGS: Moody's Affirms Ba2 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed all ratings of M.D.C Holdings, Inc., including the Ba2 Corporate Family Rating. The rating outlook is stable. Affirmations: Issuer: M.D.C. Holdings, Inc. Corporate Family Rating, affirmed at Ba2 Probability of Default Rating, affirmed at Ba2-PD Senior unsecured debt rating, affirmed at Ba2 (LGD4) Speculative Grade Liquidity Rating, affirmed at SGL-2 Outlook Actions: Issuer: M.D.C. Holdings, Inc. Outlook, remains stable RATINGS RATIONALE M.D.C's Ba2 CFR reflects the company's conservative financial policy and commitment to deleveraging the balance sheet. M.D.C.'s debt % of homebuilding capitalization is expected to decline below 35% by the end of 2020, down from 38.4% at the end of 2Q 2019. Moody's expects M.D.C. to continue to opportunistically reduce debt while maintaining a well-laddered maturity profile over the next several years. The company has remained disciplined in maintaining a build-to-order strategy that limits the build-up of excessive land inventory. M.D.C.'s land supply is one of the lowest in the sector at 3-4 years and helps limit downside risk should the housing sector experience a meaningful retraction in growth. M.D.C. is well positioned to benefit from trends in housing demand with its focus on expanding affordable product offerings. These factors are offset by M.D.C.'s gross margin, which lags the industry average of 20.3%. Over the next 12 to 18 months Moody's projects gross margins to be in the range of 18.7%-19.0%. In addition, while M.D.C.'s low land supply minimizes the longer-term risk of impairments, the need to consistently invest in land can diminish margins during periods of rising land prices. Finally, given the volatile nature of the homebuilding sector, size and scale at higher rating levels is important. Larger scale homebuilders tend to have better access to skilled labor and bank financing, first choice among land deals and overall greater purchasing and pricing power. The stable outlook reflects Moody's expectations that underlying fundamentals in the homebuilding industry will remain healthy over the next 12 to 18 months and will support M.D.C's organic growth and operating performance. The Speculative Grade Liquidity Rating of SGL-2 reflects M.D.C.'s good liquidity profile, supported by Moody's expectations of positive free cash flow over the next 12 to 18 months, which should be more than sufficient to pay the upcoming $250 million bond maturity that comes due in February 2020. Liquidity is also supported by maintenance of ample availability under its $1 billion revolving credit facility that expires in December 2023, and a $447 million cash balance as of June 30, 2019. M.D.C.'s ratings could be upgraded if the company can increase its scale while improving profitability, such that total revenue approaches $4.5 billion and gross margins approach 20%. Further, total adjusted homebuilding debt to book capitalization would be expected to be sustained below 40% and EBIT interest coverage is sustained above 5.0x. An upgrade would also require maintenance of a good liquidity profile. The ratings could be downgraded if gross margins compress well below 20%, EBIT interest coverage remains below 4.0x and homebuilding debt leverage is maintained at or above 45%. Any material weakening of liquidity could also result in a downgrade. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. Founded in 1972 and headquartered in Denver, CO, M.D.C. is a mid-sized national homebuilder that builds and sells primarily single-family detached homes to first-time and first-time move-up buyers under the name "Richmond American Homes". The homebuilding divisions operate across three segments, including states such as Arizona, California, Nevada, Washington, Oregon, Colorado, Utah, Virginia, Maryland, and Florida. For the trailing 12-month period ended June 30, 2019, the company's revenue and net income were approximately $3 billion and $203 million, respectively. MERCADO’S MEAT: Gets Court Nod to Use Cash Collateral ------------------------------------------------------- The U. S. Bankruptcy Court for the Eastern District of California approved the motion filed by Mercado’s Meat Distribution, Inc., to use cash collateral. The Court order disclosed that findings of fact and conclusions of law have been stated orally on the record. No other information were disclosed in the Court order. About Mercado's Meat Distribution Mercado's Meat Distribution, Inc., a meat wholesaler in Willows, California, filed a voluntary Chapter 11 petition (Bankr. E.D. Cal. Case no. 19-20301) on Jan. 17, 2019. In the petition signed by Edgar M. Hernandez, president, the Debtor estimated less than $50,000 in assets and $500,000 to $1 million in liabilities. The case has been assigned to Judge Christopher M. Klein. The Law Offices of Gabriel Liberman, APC is the Debtor's legal counsel. MIAMI LIMO: Court Continues Plan Confirmation Hearing to Sept. 16 ----------------------------------------------------------------- Bankruptcy Judge Robert A. Mark granted Miami Limo Drivers, Inc.'s motion to continue the plan confirmation hearing to Sept. 16, 2019 at 2:00 p.m. The deadline for filing ballots or amended ballots and for filing objections to confirmation is extended to Sept. 3, 2019. The Troubled Company Reporter previously reported that unsecured creditors with allowed claims will be paid a quarterly dividend of $2,000 commencing on the Effective Date, followed by 19 quarterly cash payments thereafter over a five year period. A copy of the Second Amended Plan is available at https://tinyurl.com/y3v4rdbw from Pacermonitor.com at no charge. About Miami Limo Drivers Miami Limo Drivers, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-11356) on Feb. 5, 2018. The Debtor estimated up to $50,000 in assets and $500,000 to $1 million in debt. The Debtor hired Advantage Law Group, P.A., as attorney. MICHAEL D. COHEN: Unsecureds to Get $125K in Quarterly Installments ------------------------------------------------------------------- Michael D. Cohen, M.D., P.A., filed a Chapter 11 Plan of Reorganization and accompanying Disclosure Statement proposing that each holder of a Class 5 (General Unsecured Claims against the P.A.) will be paid its Pro Rata share of the Class 5 Pool, in the total amount of $125,000.00 by the P.A., in quarterly installments beginning on the second anniversary date of the Effective Date and continuing for the next seven (7) quarters or until such amount is fully paid. Class 1 (M&T Bank) are impaired. Class 1 Claim shall be paid in full and any and all liens held by M&T Bank on Collateral owned by the Debtor shall be deemed released and terminated, and the Debtor shall be authorized to file a termination statement with the Maryland State Department of Assessments & Taxation to confirm this. Class 2 (Other.Secured Claims): Class 2A (Secured Claim of Bank of America, N.A.) are impaired. The Allowed Class 2A Claim shall be paid in full within two (2) years after the Effective Date, with interest at the non-default rate of interest set forth in the Bank of America, N.A. loan documents, in monthly installments in an amount mutually acceptable to Bank of America, N.A. and the Debtor or, in the absence of such agreement, as approved by the Court at the Confirmation Hearing, with each payment to be made on the twentieth day of each month beginning in the first full month after the Effective Date. Class 2B (Bank Midwest) are impaired. The Allowed Class 2B Claim shall be paid in full within two (2) years after the Effective Date, with interest at the non-default rate of interest of 6.932% (the rate set forth in the Bank Midwest loan documents), in equal monthly installments until paid in full, with payments due on the twentieth day of each month beginning with the first full month after the Effective Date. Class 2C (Stearns Bank N.A.) are impaired. The Allowed Class 2C Claim shall be paid in full within three (3) years of the Effective Date, with interest at the non-default rate of interest set forth in the Stearns Bank N.A. loan documents (8.63%), in equal monthly installments to be made on the twentieth day of each month, beginning in the first full month after the Effective Date. Class 2D (Navitas Credit Corp.) are impaired. The Allowed Class 2A Claim shall be paid in full within ten months after the Effective Date, without interest, in monthly installments of $200.00 until paid in full with the first payment due to be made on the twentieth day of the month following the Effective Date. Class 2E (PNC Bank, N.A.) are impaired. PNC Bank, N.A.’s Secured Claim is believed to be subordinate or junior to the Lien held by M&T Bank, which secures M&T Bank’s Claim which substantially exceeds the value of all of the Debtor’s assets. Therefore, the Debtor does not believe PNC Bank, N.A. has a Secured Claim and that there shall be no Allowed Class 2E Claim. Class 6 (Equity Interests) are impaired. On the Effective Date, all Class 6 interests will be extinguished or cancelled. The holder of the Class 6 Equity Interest shall receive no distribution under the Plan on account of the Equity Interest. The Debtor owns office furniture and supplies, medical equipment, and other tangible and intangible property, all of which are subject to Liens held by multiple Secured Creditors. Based on an appraisal performed by Fox Commercial Auctions, LLC, a well-respected independent appraisal and auction company, as of March 6, 2018, all of the personal property owned by the Debtor and the Affiliated Companies has a fair market value of $358,744.00 and a forced liquidation value of $239,833.00. Of these amounts, the property owned by the Debtor, has a fair market value, as of March 6, 2018, of $184,440.00 and a forced liquidation value of $121,515.00. A full-text copy of the Disclosure Statement dated July 31, 2019, is available at https://tinyurl.com/yyudv3qh from PacerMonitor.com at no charge. Attorney for the Debtor: Irving E. Walker, Esq. COLE SCHOTZ P.C. 300 East Lombard Street, Suite 1450 Baltimore, MD 21202 Telephone: (410) 230-0660 Email: iwalker@coleschotz.com About Michael D. Cohen Based in Maryland, Michael D. Cohen, M.D., P.A., d/b/a Cosmetic Surgery Center of Maryland, d/b/a Belcara Health, d/b/a Belcara, is a professional corporation engaged in the business of providing various physician services to its patients, including but not limited to services in the areas of plastic surgery, dermatology, and podiatry. Michael D. Cohen, M.D., is the sole shareholder of the Debtor. Shari L. Cohen, Dr. Cohen's wife, is responsible for the business administration of the Debtor's medical practice. Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug. 26, 2016. The Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12, 2016. The Debtor estimated assets in the range of $100,000 to $500,000 and liabilities in the range of $1 million to $10 million as of the bankruptcy filing. The Company's and the Cohens' cases are jointly administered under Case No. 16-22231. The Company is represented by Irving Edward Walker, Esq., at Cole Schotz P.C. The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin, LLC. MORGAN ADMINISTRATION: Sept. 10 Plan Confirmation Hearing --------------------------------------------------------- The Bankruptcy Court has issued an order granting conditional approval of the Disclosure Statement explaining the Chapter 11 plan of liquidation filed by Morgan Administration, Inc., Belvidere Associates LLC, FP Retail Associates LLC, Hillcrest Enterprises, LLC, Jular Media LLC, KLS Acquisition Corp., Loomis Enterprises LLC, North Avenue Associates LLC, Oak Creek Distribution LLC, OL Enterprises LLC, and Deforab LLC. The Combined Hearing on the final approval of the Disclosure Statement and confirmation of the Plan will be held on Sept. 10, 2019 at 09:30 AM. Objections to Disclosure Statement and Plan confirmation are due on Sept. 5. Ballots/Acceptance or Rejection to Plan are due by Sept. 5. Class 5 General Unsecured Claims are impaired. Pro Rata payment of the Allowed Claim in cash upon the later of: (a) the date of allowance thereof by Final Order; (b) the earliest date on which there are Assets are available to pay the Allowed Class 5 Claims; or (c) any Distribution Date as determined by the Creditor Trustee. Class 6 Equity Interest Holders are impaired. Pro rata share of any cash remaining, after payment in full of all Administrative Expense Claims, Priority Tax Claims, and Allowed Claims in Classes 1 through 5. Note: It is not anticipated that any distribution will be made to Equity Interest Holders. Based upon the Debtors holding approximately $1.2 million in Cash (the projected balance as of the Effective Date) and the estimated amounts of valid Administrative Expenses Allowed Priority Tax Claims, and Allowed Priority Claims in Classes 1, 2, and 3, the Plan Proponents believe that the Creditor Trust will have sufficient funds to meet this element of feasibility. A full-text copy of the Amended Disclosure Statement dated August 8, 2019, is available at https://tinyurl.com/y69xh8uj from PacerMonitor.com at no charge. Counsel to the Debtors: Jonathan Friedland, Esq. Mark Melickian, Esq. Elizabeth B. Vandesteeg, Esq. Jack O'Connor, Esq. Sugar Felsenthal Grais & Helsinger LLP 30 N. LaSalle St., Ste. 3000 Chicago, Illinois 60602 Telephone: 312.704.9400 Facsimile: 312.372.7951 Email: jfriedland@SFGH.com mmelickian@SFGH.com evandesteeg@SFGH.com joconnor@SFGH.com Counsel to the Official Committee of Unsecured Creditors: Shelly A. DeRousse, Esq. Devon J. Eggert, Esq. Elizabeth L. Janczak, Esq. Freeborn & Peters LLP 311 S. Wacker Dr., Ste. 3000 Chicago, Illinois 60606 Telephone: 312.360.6000 Facsimile: 312.360.6572 Email: sderousse@freeborn.com deggert@freeborn.com ejanczak@freeborn.com About Morgan Administration Morgan Administration, Inc., and its subsidiaries are privately-held companies in Waukegan, Illinois that operate household appliance stores. They collectively do business under the trade name Home Owners Bargain Outlet or HOBO. Morgan Administration and 10 affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 18-30039) on Oct. 25, 2018. In the petition signed by Leo Schmidt, president, Morgan Administration estimated $100,000 to $500,000 in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Jacqueline P. Cox. The Debtors tapped Jonathan P. Friedland, Esq., at Sugar Felsenthal Grais & Helsinger LLP, as their bankruptcy counsel; and Michael Goldman of KCP Advisory Group LLC as their chief restructuring officer. On Nov. 5, 2018, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditor of Morgan Administration. The Committee retained Freeborn & Peters LLP as its counsel. NAKADDU LLC: Court Sets Hearing on Ch. 11 Trustee Bid for Sept. 30 ------------------------------------------------------------------ Judge Susan D. Barrett of the U.S. Bankruptcy Court for the Southern District of Georgia entered an Interim Consent Order setting the final hearing on the determination of the trustee appointment for Nakaddu, LLC on September 30, 2019, at 10:00 AM. The Order also outlined the resolutions reached between the Debtor and the secured Creditor, Red Oak Capital Fund II. The Order was made pursuant to the Debtor's motion for authority to use cash collateral and authority to receive rental proceeds and the Creditor Red Oak's motion to appoint a Chapter 11 trustee. Red Oak is a creditor of the Debtor pursuant to a loan agreement executed by the parties on March 25, 2019. As security for the loan, the Debtor assigned Red Oak the right to collect and receive the rent payments made by the tenants in the Debtor's 80-unit apartment complex. Red Oak pointed out that in the Cash Collateral Motion, the Debtor is seeking the Court's authorization to receive the rent payments it previously assigned to Red Oak as security for its obligations under the Loan Agreement. Red Oak asserted that the Debtor's financial position is precarious and it is unable to pay its debts as they become due. The Debtor's precarious financial condition is the direct result of fraud and mismanagement on the part of its managing member, Jerome Kiggundu, Red Oak pointed out. Red Oak further asserted that if the Debtor is allowed to continue in possession and control of its business and assets, there is every reason to believe that the fraud and mismanagement in the handling of its affairs will cause great harm to Red Oak and to the other parties in interest. In light of this and in order to prevent loss to the creditors and other parties in interest, Red Oak asserted it is necessary that the Court appoint a trustee pursuant to the provisions of 11 U.S.C. 1104. Attorneys for Red Oak: Robert C. Hagler, Esq. Warren M. Pitts, Esq. FULCHER HAGLER LLP One 10th Street, Suite 700 Post Office Box 1477 Augusta, GA 30901 Tel: 706-724-0171 Email: rhagler@fulcherlaw.com tpitts@fulcherlaw.com About Nakaddu, LLC Based in Augusta, Georgia, Nakaddu, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of an apartment complex located at 405 Hale Street, Augusta, Georgia, having an appraised value of $3.8 million. Nakaddu, LLC filed a Chapter 11 petition (Bankr. S.D. Ga. Case No.: 19-10977) on July 31, 2019, and is represented by Jon A. Levis, Esq., in Swainsboro, Georgia. At the time of the filing, the Debtor had $3,205,875 in total assets and $2,915,273 in total liabilities. The petition was signed by Jerome Kiggundu, managing member. NAVIDEA BIOPHARMACEUTICALS: Mgt. Says Substantial Doubt Exist ------------------------------------------------------------- Navidea Biopharmaceuticals, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $2,673,178 on $260,092 of total revenue for the three months ended June 30, 2019, compared to a net loss of $2,394,057 on $542,127 of total revenue for the same period in 2018. At June 30, 2019, the Company had total assets of $8,130,395, total liabilities of $5,198,888, and $2,931,507 in total stockholders' equity. The Company is currently engaged in litigation with CRG, Platinum and Dr. Goldberg. In addition, the Company has experienced recurring net losses and has used significant cash to fund its operations. The Company has considerable discretion over the extent of development project expenditures and has the ability to curtail the related cash flows as needed. The recent public offering provided gross proceeds of $6.0 million for additional working capital. The Company also has funds remaining under outstanding grant awards, and continues working to establish new sources of funding, including collaborations, potential equity investments, and additional grant funding that can augment the balance sheet. However, based on the Company's current working capital and its projected cash burn, and without definitive agreements in place for additional funding, management believes that there is substantial doubt about the Company's ability to continue as a going concern for at least twelve months following the filing of this Quarterly Report on Form 10-Q. A copy of the Form 10-Q is available at: https://is.gd/c3jqoO Navidea Biopharmaceuticals, Inc., a biopharmaceutical company, focuses on the development and commercialization of precision immunodiagnostic agents and immunotherapeutics. The company operates in two segments, Diagnostic Substances and Therapeutic Development Programs. The company was formerly known as Neoprobe Corporation and changed its name to Navidea Biopharmaceuticals, Inc. in January 2012. Navidea Biopharmaceuticals, Inc. was founded in 1983 and is headquartered in Dublin, Ohio. NEW CANEY FENCE: Unsecureds to Recoup 35% Under New Plan -------------------------------------------------------- Fred and Tina Mallard, and New Caney Fence, LLC, ask the Bankruptcy Court to approve the Disclosure Statement explaining their Chapter 11 Plan of Reorganization and approve the schedule governing confirmation of the Plan. General unsecured creditors are classified in Class 10 and will receive a distribution of approximately 40% or more of their allowed claims over a period of 60 months. The approximate recovery of unsecured creditors under the Plan is 35%. The Debtors will raise capital sufficient to pay all administrative and secured priority claims by subdividing their original homestead parcel and using the subdivided business portion of the premises as collateral for a new loan. A full-text copy of the Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/y3zzmldq from PacerMonitor.com at no charge. Attorney for Debtor: Donald L. Wyatt, Jr., Esq. 26418 Oak Ridge Dr. The Woodlands, TX 77380 281-419-8733 Phone 281-419-8703 Fax Tel: don.wyatt@wyattpc.com About New Caney Fence On Jan. 3, 2017, Fred A. Mallard and Tina L. Mallard filed for bankruptcy relief under Chapter 13 of the Bankruptcy Code. A plan was confirmed. On March 20, 2018, at a case dismissal hearing and after hearing and consideration of the Court, an order vacating the previous Chapter 13 confirmation and converting the case (Bankr. S.D. Tex. Case No. 17-30122) to one Chapter 11 was entered. On May 7, 2018, the Mallards' New Caney Fence, LLC, filed for bankruptcy relief under Chapter 11 of the Bankruptcy Code (Case no. 18-32456, Doc. No. 1). An order to jointly administer the cases was entered on June 12, 2018. At the time of the filing, New Caney Fence estimated assets of less than $50,000 and liabilities of less than $500,000. Judge David R. Jones oversees the cases. The Debtors hired Donald Wyatt, Esq., at Wyatt & Mirabella, PC, as counsel. The Office of the U.S. Trustee on June 8 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of New Caney Fence, LLC. NGL ENERGY: S&P Affirms 'B+' ICR on Divestment; Outlook Stable -------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' long-term issuer credit and issue-level ratings on Tulsa, Okla.-based midstream energy partnership NGL Energy Partners LP. The affirmation follows the partnership's announcement that it intends to divest a significant portion of its refined products business for approximately $300 million. S&P expects this transaction to improve the partnership's liquidity and balance sheet as the refined products business segment is capital intensive and earnings can be volatile. The approximately $700 million acquisition of Mesquite in July partially offset the positive benefits of this transaction. As part of that acquisition, S&P expects the partnership will be responsible for $200 million in earn-out payments over the next 12 months, which the rating agency imputes as debt, should certain volume thresholds be met. The partnership partially financed the Mesquite acquisition with a $400 million class D preferred unit offering, which S&P treats as 100% debt. The security is held by one investor and does not meet S&P's criteria for permanence, because it is redeemable at any time by NGL. S&P recognizes that the partnership has materially improved its balance sheet (by approximately $445 million during the 12-month period ended June 30, 2019) from prior years using proceeds from asset sales) and the rating agency expects it to maintain adjusted debt leverage below 5x going forward. The stable outlook reflects S&P's expectation that the partnership will successfully integrate the Mesquite acquisition while maintaining adequate liquidity pro forma for the recently announced asset sale. As a result, the rating agency forecasts adjusted leverage above 5x for fiscal 2020, which is expected to improve to the upper-4x area the following year. "We could consider lowering the ratings if NGL maintains adjusted debt to EBITDA above 5x and a distribution coverage ratio below 1.1x. This could occur if the Mesquite acquisition underperforms due to lower-than-expected drilling activity. We could also lower the rating if the partnership's commodity price exposure increases or if it pursues predominantly debt-funded acquisitions leading to adjusted leverage above 5x," S&P said. "Though unlikely over the next year, we could consider a positive rating action if the partnership maintains an adjusted debt-to-EBITDA ratio below 4.5x and if the percentage of fee-based cash flows improves such that its direct exposure to commodity prices diminishes. This could result from more of a focus on fixed-fee cash flows or the use of excess cash flow to pay down debt," S&P said. NOVAN INC: Incurs $18.1 Million Net Loss in Second Quarter ---------------------------------------------------------- Novan, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss and comprehensive loss of $18.09 million on $1.10 million of total revenue for the three months ended June 30, 2019, compared to a net loss and comprehensive loss of $7.57 million on $649,000 of total revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss and comprehensive loss of $25.12 million on $2.20 million of total revenue compared to a net loss and comprehensive loss of $12.79 million on $1.30 million of total revenue for the six months ended June 30, 2018. As of June 30, 2019, the Company had $47.50 million in total assets, $67.72 million in total liabilities, and a total stockholders' deficit of $20.21 million. Novan stated, "Since our inception in 2006, we have devoted substantially all of our efforts to developing our nitric oxide platform technology and resulting product candidates, including conducting preclinical and clinical trials and providing general and administrative support for these operations. We conduct these activities in a single operating segment. We have not generated any revenue from product sales and, to date, have funded our operations through a variety of sources... From inception through June 30, 2019, we have raised total equity and debt proceeds of $184.0 million to fund our operations. In addition, to date we have also generated additional liquidity and capital through other sources including (i) governmental research contracts and grants totaling $11.8 million; (ii) our licensing and supply arrangements with Sato Pharmaceutical Co., Ltd., or Sato, totaling $19.7 million, described below; and (iii) $37.0 million in proceeds from two funding transactions during the second quarter of 2019." The approximately $19.7 million the Company has received from Sato since January 2017 under its amended license agreement includes a $10.8 million upfront payment received following the execution of the agreement in January 2017, a $2.2 million payment related to the initiation of a Phase 1 trial in Japan in the third quarter of 2018, and $6.7 million of installment payments received following the October 2018 amendment to our amended license agreement with Sato. In April 2019 and May 2019, respectively, the Company entered into the Purchase Agreement with Reedy Creek, providing $25.0 million of immediate funding, with an additional $10.0 million contingent upon achieving successful top-line results of the SB206 Phase 3 clinical trials no later than March 31, 2020, and the Funding Agreement with Ligand, providing $12.0 million of immediate funding. To date, the Company has focused its funding activities on equity, debt and strategic relationships. However, other historical forms of funding have included payments received from licensing and supply arrangements, and government research contracts. "We have never generated revenue from product sales and have incurred net losses in each year since inception. As of June 30, 2019, we had an accumulated deficit of $198.2 million. We incurred net losses of $18.1 million and $25.1 million during the three and six months ended June 30, 2019, respectively, and $7.6 million and $12.8 million during the three and six months ended June 30, 2018, respectively. We expect to continue to incur substantial losses in the future as we conduct our planned operating activities. We do not expect to generate revenue from product sales unless and until we obtain regulatory approval from the FDA for our clinical-stage product candidates. If we obtain regulatory approval for any of our product candidates, we and/or our commercial partners would expect to incur significant expenses related to product sales, marketing, manufacturing and distribution. "We expect that we will continue to incur substantial expenses as we continue clinical trials and preclinical studies for, and research and development of, our product candidates and maintain, expand and protect our intellectual property portfolio. We will need substantial additional funding to support our planned and future operating activities. Adequate future funding may not be available to us on acceptable terms, or at all. The current market value of our common stock may negatively impact funding options and the acceptability of funding terms. Additionally, we expect future advancement of our product candidates to occur after the formation of additional partnering, collaborations, licensing, grants or other strategic relationships. Our failure to enter into such additional relationships, the termination or failure of our current strategic relationships, including a failure to receive any contingent payments under such strategic relationships, or our failure to obtain sufficient additional funds on acceptable terms as and when needed could cause us to alter or reduce our planned operating activities, including but not limited to delaying, reducing, terminating or eliminating planned product candidate development activities, to conserve our cash and cash equivalents or to dissolve and liquidate our assets or seek protection under bankruptcy laws. Such actions could delay development timelines and have a material adverse effect on our business, results of operations, financial condition and market valuation... [T]hese matters raise substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/bKGrFe About Novan Inc. Based in Morrisville, North Carolina, Novan Inc. -- http://www.novan.com/-- is a clinical-stage biotechnology company focused on leveraging nitric oxide's natural antiviral and immunomodulatory mechanisms of action to treat dermatological and oncovirus-mediated diseases. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. The Company's ability to harness nitric oxide and its multiple mechanisms of action has enabled it to create a platform with the potential to generate differentiated product candidates. Novan reported a net loss and comprehensive loss of $12.67 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $36.62 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $26.36 million in total assets, $21.16 million in total liabilities, and $5.19 million in total stockholders' equity. BDO USA, LLP, in Raleigh, North Carolina, the Company's auditor since 2018, issued a "going concern" opinion in its report dated March 27, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. NOVAN INC: Stockholders Approve 3 Proposals at Annual Meeting ------------------------------------------------------------- Novan, Inc. held its Annual Meeting of Stockholders on July 31, 2019, at which the stockholders: (a) elected each of each of Kent W. Geer and Robert J. Keegan as Class III directors who were nominated to serve until the 2022 Annual Meeting of Stockholders and until such director's successor is elected and qualified, or until his earlier death, resignation or removal; (b) approved an amendment to the 2016 Plan to (a) increase the number of shares of the Company's common stock reserved for issuance under the 2016 Plan by 1,000,000 shares and (b) increase the limit on the number of awards that may be granted to any one person in any year; and (c) ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2019. The 2016 Plan was amended to (a) increase the number of shares of the Company's common stock reserved for issuance under the 2016 Plan by 1,000,000 shares and (b) increase the limit on the number of awards that may be granted to any one person in any year. As previously disclosed, in August 2018, the Company reached agreement with G. Kelly Martin on the terms of his employment as the Company's chief executive officer, after Mr. Martin had performed the duties and responsibilities of the Company's chief executive officer beginning with his appointment as interim chief executive officer in June 2017 but received compensation only for his services as a director under the Company's non-employee director compensation policy. In connection with entering into his employment agreement, Mr. Martin was awarded 1,000,000 premium-priced stock appreciation rights, with an exercise price of $3.80 and a vesting date of Feb. 1, 2020. The SAR Award was granted by the Company's board of directors on a contingent basis and would have been irrevocably forfeited and voided in full if the Company failed to obtain stockholder approval of the amendment to the 2016 Plan. If such approval had not been obtained from the Company's stockholders prior to Feb. 1, 2020, the Company would have been required to pay Mr. Martin the cash equivalent of the value of the SARs under the terms of his employment agreement in equal monthly installments over an eighteen month period commencing in March 2020. With the approval of the amendment to the 2016 Plan, the SAR Award is now no longer considered contingent and will entitle Mr. Martin to a payment equal to the fair market value of one share of the Company's common stock on the date of exercise less the exercise price of $3.80 per share. Provided there are sufficient shares available under the 2016 Plan, the Company's board of directors will have discretion to make such payment in cash, shares of common stock or a combination of both. The SARs will vest in full on Feb. 1, 2020 and will be deemed automatically exercised and settled as of Feb. 1, 2020, provided Mr. Martin remains continuously employed with the Company through such date unless vesting is otherwise expressly accelerated pursuant to the SAR Award. About Novan Inc. Based in Morrisville, North Carolina, Novan Inc. -- http://www.novan.com/-- is a clinical-stage biotechnology company focused on leveraging nitric oxide's natural antiviral and immunomodulatory mechanisms of action to treat dermatological and oncovirus-mediated diseases. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. The Company's ability to harness nitric oxide and its multiple mechanisms of action has enabled it to create a platform with the potential to generate differentiated product candidates. Novan reported a net loss and comprehensive loss of $12.67 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $36.62 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $47.50 million in total assets, $67.72 million in total liabilities, and a total stockholders' deficit of $20.21 million. BDO USA, LLP, in Raleigh, North Carolina, the Company's auditor since 2018, issued a "going concern" opinion in its report dated March 27, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. OCEAN STAR PRODUCTIONS: Sept. 18 Hearing on Disclosure Statement ---------------------------------------------------------------- The hearing on the approval of the disclosure statement and confirmation of the small business Chapter 11 plan of Ocean Star Productions LLC, d/b/a Quality Auto Glass, has been set on September 18, 2019 at 10:00 a.m. September 13, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. Class 4 - Allowed General Unsecured Claims consists of seven claims totaling $29,511.01. The Class 4 Creditors will share pro rata in a total distribution of $2,951.10 or 10.0% of the total claims, which will be paid over five years in 20 quarterly payments each in the amount $147.10, with the first payment to be made on or before 30 days following the Effective Date of the Plan, and continuing on the first day of every quarter thereafter. This class is impaired. Any allowed general unsecured claimant scheduled to receive a total distribution of $50.00 or less shall be paid in a lump sum on the first day of the month following the Effective Date. The owner of the Debtor, Arnon A Labock, shall provide all payments required to fund Class 4 payments. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yydpwsac from PacerMonitor.com at no charge. Attorney for Debtor: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 Email: Chad@cvhlawgroup.com About Ocean Star Productions Ocean Star Productions LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-10757) on Jan. 18, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Raymond B. Ray. The Debtor hired Van Horn Law Group, P.A. as counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Ocean Star Productions LLC as of March 11, according to a court docket. OWEN & FRED: Professional Fees to Get Paid Over 12 Quarters ----------------------------------------------------------- Owen & Fred Corp., d/b/a Boarding Pass NYC, filed a new small business Chapter 11 plan and accompanying Disclosure Statement proposing that distributions to holders of Allowed Claims will occur quarterly over a five-year period beginning on the Effective Date, except Professional fees and expenses, which will be paid over twelve quarters beginning on the Effective Date pursuant to agreement between the Professionals and the Debtor. The previous Plan proposed that Professional fees and expenses will be paid over eight quarters beginning on the Effective Date. Class 3 Unsecured Claims impaired. Each holder of an Allowed Class 3 Unsecured Claim shall receive ten percent (10%) of such Allowed Claim payable in twenty (20) equal quarterly installments without interest, starting on the Effective Date. Class 1 Allowed Secured Claims of TD Bank and New York State Department of Tax and Finance are impaired. Allowed Class 1 Secured Claims shall be paid in full within six (6) years of the Effective Date, in the Allowed Amount with interest thereon at the applicable contract rate with respect to TD Bank N.A. and at the applicable the statutory rate with respect to NYSDTF. The Debtor has continued to increase its sales through direct sales, sales to third parties, such as Nieman Marcus, Nortstrom and JCrew, wholesale sales, and corporate gift sales, which the Debtor believes will keep it busy and profitable for the foreseeable future. The Bankruptcy Court has scheduled the hearing on confirmation of the Plan for September 11, 2019 at 2:00 p.m. A full-text copy of the Disclosure Statement dated August 8, 2019, is available at https://tinyurl.com/y2gl397v from PacerMonitor.com at no charge. Proposed Attorneys for the Debtor: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road, Suite 237 Scarsdale, New York 10583 (914) 401-9500 About Owen & Fred Corp. Owen & Fred Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-43534) on June 19, 2018. In the petition signed by Michael Arnot, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Carla E. Craig presides over the case. The Debtor originally tapped DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, as legal counsel, which was later replaced by Kirby Aisner & Curley LLP. PEPPERTREE PARK: Oct. 30-Nov. 1 Plan Confirmation Hearing --------------------------------------------------------- The Bankruptcy Court issued an order finding that the Disclosure Statement explaining the Seventh Amended Joint Chapter 11 Plan of Reorganization proposed by Peppertree Park Villages 9&10, LLC, Peppertree Land Company, Northern Capital, Inc., and Duane S. Urquhart contains "adequate information" as defined in Section 1125(a) of the Bankruptcy Code, and is conditionally approved. This Court will hold a hearing on confirmation of the Plan on October 30, 2019 through November 1, 2019 beginning at 10:00 a.m. (Prevailing Pacific Time) each day. The Confirmation Hearing may be continued from time to time without further notice other than the announcement by the Debtors of the continued date, and the Plan may be modified, if necessary, pursuant to Section 1127 of the Bankruptcy Code prior to, during, or as a result of the Confirmation Hearing, without further notice to interested parties. The deadline for filing objections to confirmation of the Plan is September 10, 2019. In order to be counted as a vote to accept or reject the Plan, each Ballot must be received no later than September 10, 2019 at 4:00 p.m. (Prevailing Pacific Time). Class 5 (General Unsecured Claims) are impaired. On the Effective Date or as soon thereafter as is practicable, each holder of an Allowed General Unsecured Claim shall receive the following: a Class 5 Promissory Note, or interest in such Note, under which the applicable Reorganized Debtor shall be obligated to pay the full amount of the Allowed Class 5 Claims without interest on or before the Liquidity Event Deadline, or proceeds from the sale of that Debtor's property. Class 3 (Pre-Petition Loan Claim) are impaired. The Pre-Petition Loan Claim shall be paid on the Effective Date from any unused portion of the cash collateral account and the proceeds of the Effective Date Loan. The amount paid shall be the outstanding principal and interest without penalty (including default interest, late charges or other similar charges or penalties). Class 6 (Known Disputed Unsecured Claims) are impaired. On the Effective Date or as soon thereafter as is practicable, each holder of a Known Disputed Unsecured Claim shall receive the following: a Class 6 Promissory Note, or interest in such Note, under which the applicable Reorganized Debtor shall be obligated to pay the full amount of the Allowed Class 6 Claims on or before the Liquidity Event Deadline. Class 9 (Insider Claims) are impaired. Each Insider Claim shall remain in force and effect on and after the Effective and shall be paid at the discretion of each Debtor but not until all Plan obligations of the Reorganized Debtor with respect to which an Insider Claim is asserted are fully satisfied. All payments under the Plan which are due on or around the Effective Date will be funded from available Cash, the Effective Date Loan, proceeds from any sale of Debtor assets and/or proceeds of the New Equity Investment. The funds necessary to make payments and/or disbursements to Claimants pursuant to this Plan after the Effective Date will be (or may be) obtained from: (i) Any and all Cash retained or generated by the Reorganized Debtors after the Effective Date; (ii) The proceeds of the New Equity Investment; (iii) The proceeds from any sale or refinancing of all or part of the Debtors’ assets, including without limitation the Liquidity Event; and (iv) Any other contributions or financing the Reorganized Debtors may obtain on or after the Effective Date. A full-text copy of the Seventh Amended Disclosure Statement dated August 8, 2019, is available at https://tinyurl.com/y4zvrem5 from PacerMonitor.com at no charge. Attorneys for Peppertree Park: Victor A. Vilaplana, Esq. Mikle S. Jew, Esq. FOLEY & LARDNER LLP 3579 VALLEY CENTRE DRIVE, SUITE 300 SAN DIEGO, CA 92130 TELEPHONE: 858.847.6700 FACSIMILE: 858.792.6773 Email: vavilaplana@foley.com mjew@foley.com Attorneys for Northern Capital and Duane S. Urquhart: Lisa Torres, Esq. GATES, GONTER, GUY, PROUDFOOT & MUENCH, LLP 15373 INNOVATION DRIVE, SUITE 170 SAN DIEGO, CA 92128 TELEPHONE: 858.676.8600 FACSIMILE: 858.676.8601 ltorres@g3pmlaw.com About Peppertree Park Villages Headquartered in Bonsall, California, Peppertree Park Villages 9 and 10, LLC, listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 1654 S. Mission Rd, Fallbrook, California. Peppertree Park is an affiliate of Northern Capital, Inc., which sought bankruptcy protection on Aug. 13, 2017 (Bankr. S.D. Cal. Case No. 17-04845). Peppertree Park Villages 9&10, LLC (Bankr. S.D. Cal. Case No. 17-05137) and affiliate Peppertree Land Company (Bankr. S.D. Cal. Case No. 17-05135) each filed for Chapter 11 bankruptcy protection on Aug. 28, 2017. The petitions were signed by Duane Urquhart as managing general partner, who also sought bankruptcy protection on Aug. 13, 2017 (Bankr. S.D. Cal. Case No. 17-04846). Peppertree Land and Peppertree Park each estimated their assets and liabilities at between $1 million and $10 million. Marwill Hogan, Esq., at Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel. PERPETUAL ENERGY: S&P Ups ICR to CCC on Improved Liquidity Profile ------------------------------------------------------------------ S&P Global Ratings raised its long-term issuer credit rating and senior unsecured debt rating on Perpetual Energy Inc. to 'CCC' from 'CCC-', and revised the recovery rating on the company's senior unsecured notes to '3' from '4' based on an increase in proportion of liquids relative to gas in the company's net proved reserve base, leading to an improvement in the rating agency's reserves valuation. The upgrade reflects an improvement in Perpetual's near-term liquidity position, following the extension of its credit facility and the redemption of its senior unsecured notes due 2019. On June 11, 2019, Perpetual completed an exchange transaction, whereby it redeemed its C$14.6 million senior unsecured notes due July 23, 2019, in exchange for either cash consideration equal to par value or new senior unsecured notes due Jan. 23, 2022, with principal amount equal to 7.5% of par value. All cash redemptions were funded by entities controlled or directed by Perpetual's President and CEO, Susan Riddell Rose. S&P does not consider the exchange transaction distressed, because it believes the 7.5% premium offered to noteholders that opted to redeem their 2019 notes for 2022 notes was adequate offsetting compensation in exchange for the later maturity. Prior to the completion of the 2019 note redemption, the company renewed its credit facility at the existing borrowing base of C$55 million and extended the maturity to Nov. 30, 2020 from May 31, 2019. As a result of the credit facility extension and 2019 note redemption, Perpetual's nearest upcoming maturity is Nov. 30, 2020. S&P believes the company's extended maturity profile alleviates the near-term risk of a liquidity shortfall over the next six months. "The outlook is developing, which indicates that we may raise, lower, or affirm the rating over the next 12 months," S&P said. "We could lower the ratings if the company does not extend its revolver for another 364-day period at the borrowing base review on May 31, 2020, or if it executes a distressed exchange with second-lien term loan debtholders. We could raise the ratings if Perpetual is able to extend its credit facility, providing visibility on its maturity profile beyond Nov. 30, 2020," S&P said. PG&E CORP: Makes Final Pitch to Emerge from Chapter 11 by June 2020 ------------------------------------------------------------------- Peg Brickley and Soma Biswas, writing for The Wall Street Journal, reported that faced with losing control of a multibillion-dollar bankruptcy process, PG&E Corp. promised to swiftly file a chapter 11 exit plan with financial backing in a bid to keep the company’s fate in its own hands. According to papers filed in bankruptcy court on Aug. 12, PG&E Corp. and its debtor affiliates said they are "deeply involved" in the process of refining a chapter 11 plan that will fully address all of the recent legislative enactments and ensure that they timely emerge from chapter 11 by the June 30, 2020 legislative deadline. To recall, two groups of creditors are anxious to propose their own strategy to lift the company out of bankruptcy, and they have asked the bankruptcy court to terminate PG&E's exclusive right to file a plan. Bondholders and other investors said PG&E's pledge of a fast chapter 11 exit plan, which came after the company had spent six months under bankruptcy protection, only proves that competition is needed to push the embattled company toward a chapter 11 exit, the Journal related. PG&E outlined terms of a plan with certain shareholders that values the company's stock at a minimum price of $17.80 per share, the Journal said. A competing plan from bondholders including Elliott Management Corp. and Pacific Investment Management Co. values the shares at $6 at most, according to a lawyer for shareholders, the Journal added. Shareholder lawyer Bruce Bennett slammed the bondholders' plan, saying they would pocket $1.5 billion in unnecessary interest payments, hundreds of millions of dollars in fees and control over PG&E at the expense of its current owners, the Journal noted. Insurance companies that have paid fire damage claims and hedge-fund manager Baupost Group LLC, which bought insurance claims, also have floated a chapter 11 plan, saying it will push progress in the case, the Journal further noted. The Debtors said that in connection with the formulation and development of their plan, they have been engaged in ongoing dialogue with Jones Day, on behalf of Knighthead Capital Management, LLC, and Abrams Capital Management, LP, with respect to securing the equity emergence financing to implement the plan and for the Debtors to successfully and timely emerge from chapter 11 to ensure that the Debtors can participate in the go-forward wildfire fund. The Debtors also said they have received commitments from more than 20 financial institutions for billions in equity capital to fund the Debtors' plan. As of Aug. 12, the Equity Commitments aggregate approximately $[10.25] billion and the Debtors expect that this will increase significantly over the next several days based on discussions with a number of large capital providers. The Debtors further noted that over the last several months, they have been engaged with several money center banks, all of which have provided assurances that the Debtors have ample access to deep pools of both debt and equity capital in order to finance their successful emergence from chapter 11. Several of those financial institutions have expressed high levels of confidence in their abilities to raise at least between $35 billion and $40 billion of both debt and equity capital to satisfy claims, refinance indebtedness, and address other bankruptcy related and post-emergence uses, as needed, the Debtors said in court papers. The Debtors argued that it is important to maintain the Exclusive Periods in effect as they are the appropriate parties to be the steward of the chapter 11 process. In furtherance of this goal, the Debtors have prepared the following timeline for the chapter 11 plan process in the context of maintaining the Exclusive Periods: Hearing on Estimation Procedures Motion August 14, 2019 Debtors to File Chapter 11 Plan and Disclosure Statement September 9, 2019 Hearing Regarding Tubbs Causation October 7, 2019 to October 28, 2019 Hearing Regarding Inverse Condemnation October 9, 2019 Chapter 11 Bar Date October 21, 2019 Deadline to File Objections to Disclosure Statement October 14, 2019 Deadline for Debtors' to File Reply in Support of Disclosure Statement October 28, 2019 Disclosure Statement Approval Hearing November 6, 2019 Entry of Order Approving Disclosure Statement November 8, 2019 Mailing of Plan Solicitation Packages November 6, 2019 to December 20, 2019 Hearings Regarding Final Estimation December 16, 2019 to January 17, 2020 Entry of Order Regarding Final Estimation /Resolution of Estimation Hearings January 17, 2020 Chapter 11 Plan Voting Deadline February 21, 2020 Estimates of damages to victims of the 2017 and 2018 wildfires linked to PG&E equipment range from $18 billion under the bondholder plan, to $30 billion in PG&E's reports to the Securities and Exchange Commission, to more than $50 billion, according to the computations of fire victims, the Journal noted. The Debtors are represented by Stephen Karotkin, Esq., Ray C. Schrock, P.C., Esq., Jessica Liou, Esq., and Matthew Goren, Esq., at Weil, Gotshal & Manges LLP, in New York; and Tobias S. Keller, Esq., and Jane Kim, Esq., at Keller & Benvenutti LLP, in San Francisco, California. About PG&E Corp PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The creditors' committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. QUANTUM CORP: Incurs $3.8 Million Net Loss in First Quarter ----------------------------------------------------------- Quantum Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $3.8 million on $105.63 million of total revenue for the three months ended June 30, 2019, compared to a net loss of $7.48 million on $107.51 million of total revenue for the three months ended June 30, 2018. As of June 30, 2019, the Company had $172.10 million in total assets, $374.62 million in total liabilities, and a total stockholders' deficit of $202.51 million. "Today, Quantum is a leaner, more efficient company poised for growth based on a series of transformative steps we have taken," commented Jamie Lerner, chairman and CEO, Quantum. "With the leadership of our new shareholder engaged Board of Directors and executive team, we've eliminated over $70 million in annualized expenses, completed the restatement process, and are ready to capitalize on a revitalized and healthy tape market as well as the expanding opportunity to store and manage video and image data across a wide range of industries." First Fiscal Quarter of 2020 (Period ended June 30, 2019) vs. Prior-Year First Quarter Excluding $8.3 million in non-recurring charges, Adjusted Net Income was $4.4 million, or $0.11 per diluted share in the first fiscal quarter of 2020, compared to an Adjusted Net Income of $2.3 million, or $0.06 per diluted share, in the year-ago quarter after excluding $9.8 million in non-recurring charges. Gross profit in the first fiscal quarter of 2020 was $45.8 million or 43% gross margin, compared to $46.3 million or 43% in the year-ago quarter. Gross margins remained flat year over year despite lower royalty revenue in the first fiscal quarter of 2020 that was negatively impacted by LTO media supply issues, which were resolved in early August. Total operating expenses in the quarter were $43.1 million or 41% of sales, compared to $50.7 million, or 47% in the year-ago quarter. SG&A expenses declined 11% to $34.4 million compared to $38.5 million in the year-ago quarter. R&D expenses were $8.4 million, up 1% compared to $8.3 million in the year-ago quarter. The Company incurred $6.3 million in interest expense, compared to $3.9 million in the year-ago quarter. Adjusted EBITDA increased 82% to $13.1 million in the first fiscal quarter of 2020, compared to $7.2 million in the year-ago quarter. Balance Sheet and Liquidity as of June 30, 2019 * Cash and cash equivalents of $10.8 million as of June 30, 2019, compared to $10.8 million as of March 31, 2019. These amounts exclude $5.0 million in restricted cash required under the Company's Credit Agreements. * Outstanding long-term debt as of June 30, 2019 was $146.1 million net of $16.4 million in unamortized debt issuance costs and $1.7 million in current portion of long-term debt. This compares to $145.6 million of outstanding debt as of March 31, 2019, net of $17.3 million in unamortized debt issuance costs and $1.7 million in current portion of long- term debt. Quantum also has a $45 million revolving credit facility which was undrawn at both June 30, 2019 and March 31, 2019. * Total interest expense for fiscal Q1 2020 was $6.3 million. Financial and Operational Highlights * Gross margins improved by three percentage points from 39% in fiscal 2018 to 42% in fiscal 2019 primarily due to lower headcount in service and improved gross margins on products. * Recurring, high-margin Services revenue decreased slightly from $136.5 million in fiscal 2018 to $134.7 million in fiscal 2019, or 1%. The related gross profit and gross margin increased from $77.7 million and 57% in fiscal 2018 to $79.5 million and 59% in fiscal 2019. * Adjusted EBITDA of $32.5 million for fiscal 2019 compared to Adjusted EBITDA of negative $4.5 million in fiscal 2018, a year-over-year improvement of approximately $37.0 million. Management Commentary The transformation of Quantum includes the following: New Team - Reconstituted Board of Directors to include significant shareholders; the Company's comprehensive transformation stems from a series of shareholder campaigns directed at corporate accountability and operational improvement - Since January 2018, replaced almost three-fourths of prior management - Recruited executives including CEO, CFO, CRO, CAO, CIO, VP Supply Chain, General Counsel, Corporate Controller and Director of Internal Audit - Adopted new business priorities, standards and governance practices focused on innovation and profitable sales New corporate strategy focused on leading the video storage market, informed by: - The projection that 80% of the world's data by 2025 will be video or video-like data - Quantum's customers find the Company to be a leader in both the high-speed processing of video and long-term archiving of video and unstructured data New gross margin focus - Reset sales commission plan that pays on gross margin achievement - Curtailed reselling low margin third party products aimed at boosting revenue at the expense of gross margins - Reduced annualized spending by $10 million in cost of sales expenses representing primarily headcount reductions New and Enhanced Products - Significant physical and software enhancements to tape library products aimed at the hyperscaler and cloud market - Quantum F-Series, a new line of NVMe flash storage arrays - Quantum VS-Series, a hyperconverged platform for video surveillance and management of buildings systems - Quantum R-Series, ruggedized, removable storage systems for in-vehicle data capture, mobile surveillance and military applications - Quantum Cloud-Based Analytics, enables monitoring and configuration through the cloud, connecting all our products to the Quantum Distributed Cloud New Cost Structure - Eliminated $60 million in annualized operating expenses that included a reduction of approximately 30% of the workforce - Vacated nine facilities and offices world wide "With the restatement behind us, we are focused on growing our business profitably and creating sustainable value for our shareholders," Mr. Lerner said. "Our key next step will be to re-list our shares on a national exchange, a goal we expect to complete by the end of 2019. With the accelerating growth of video and hi-resolution image data across all industries, a healthy tape industry that is expected to return to growth, and a right-sized expense structure, we are well-positioned to deliver positive future results for our shareholders, customers, suppliers and employees." Outlook For the second fiscal quarter, management expects revenues in the range of $99 million to $105 million. Excluding approximately $3 million in non-recurring charges, the Company expects resulting Adjusted Net Income to be in the range of $2 million to $4 million. Adjusted EBITDA is expected to be in the range of $10 million to $12 million. "We believe we have a sustainable platform from which to grow, with exciting new products targeting the future of video storage," added Mr. Lerner. "Historically, our fiscal second quarter tends to have some seasonal impact from holiday schedules and generally slower business during the summer months. Our fiscal third quarter, which ends in December, traditionally is our strongest of the year." For the remaining three quarters of fiscal 2020, Quantum expects total revenues to increase by $15 million to $30 million or 6% to 10% compared to same period in the prior year, with revenues from new products increasing as the year progresses. Due to the Company's tight cost controls and focus on improving gross margins, Quantum expects Adjusted EBITDA to increase to a range of $50 million to $55 million or by 55% to 70% for the full fiscal year compared to the prior fiscal year. Financial Restatement Summary In September 2018 the Company announced the substantial completion of an internal investigation conducted by a Special Committee of the Board of Directors. This investigation concluded that the previous management, who have all been terminated or are no longer part of the Company, had engaged in certain business and sales practices that may have undermined its historical accounting treatment for certain sales transactions with several distributors and at least one end customer. These practices led to the Company prematurely recognizing revenue. The Company's finance department, overseen by the Board's Audit Committee, completed its review of revenue for fiscal years 2015 through 2018 and identified approximately $180 million of revenue that was prematurely recorded. The revenue restatement re-casted the timing of revenue, not the quality or accuracy of the revenue itself. Excluding the first and last quarters of the restatement period, the average quarterly net revenue adjustment ranged from a decrease of approximately $7 million to an increase of approximately $5 million. These restatement adjustments did not affect historical or current cash balances and there were no significant accounts receivable write-offs over the restatement periods. All of the inventory that is remaining in distributors’ inventory and yet to be sold through to an end customer has been paid for by the distributor. Quantum expects to recognize the revenue from this remaining distributor inventory in the future when the products are sold to an end-customer. The total cost expected to be incurred for professional fees related to the internal investigation, financial restatement and related activities is approximately $33 million. In addition, the Company is cooperating with an on-going investigation by the SEC related to the restatement. Quantum has produced a substantial volume of documents to the SEC and continues to respond to information requests from the SEC staff. A full-text copy of the Form 10-Q is available for free at: https://is.gd/DW2ylt About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a scale-out tiered storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. The Company delivers streaming for video and media applications, along with data protection and archive systems. Quantum reported a net loss of $42.79 million on $402.68 million of total revenue for the year ended March 31, 2019, compared to a net loss of $43.34 million on $437.68 million of total revenue for the year ended March 31, 2018. QUANTUM CORP: Incurs $42.8 Million Net Loss in Fiscal 2019 ---------------------------------------------------------- Quantum Corporation filed with the Securities and Exchange Commission on Aug. 6, 2019, its annual report on Form 10-K reporting a net loss of $42.79 million on $402.7 million of total revenue for the year ended March 31, 2019, compared to a net loss of $43.34 million on $437.68 million of total revenue for the year ended March 31, 2018. As of March 31, 2019, the Company had $172.9 million in total assets, $372.7 million in total liabilities, and a total stockholders' deficit of $199.8 million. Net cash used in operating activities was $16.9 million in fiscal 2019, an increase of $11.8 million from $5.0 million in fiscal 2018, mainly reflecting a $25.4 million decrease in payables in fiscal 2019, compared to a $21.6 million increase in fiscal 2018, and an approximately $7.4 million increase in cash interest expense in fiscal 2019 compared to fiscal 2018, reflecting the terms of its refinanced debt. The Company's outstanding payables increased steadily through each quarter in 2018 due to our efforts to manage working capital, undertaken mainly to fund costs related to professional fees associated with the financial restatement activities and related civil ligation defense costs, and decreased steadily through fiscal 2019, except in the fourth quarter, reflecting a normalization of its payables cycles following the Company's debt refinancing in late December 2018. These factors more than offset the impact of a $20.9 million improvement in loss from operations. Net cash used in operating activities was $5.0 million in fiscal 2018, a net decrease of $13.6 million from cash provided by operating activities of $8.6 million in fiscal 2017. The change was driven mainly by a $33.9 million net decrease in income (loss) from operations (to a loss of $27.2 million in fiscal 2018 from income of $6.7 million in fiscal 2017) and partially offset by a $21.6 million decrease in payables in fiscal 2018, compared to $5.3 million increase in fiscal 2017. An approximately $4.3 million increase in cash interest expense also contributed to the change between periods. Net cash provided by investing activities was $0.2 million in fiscal 2019, reflecting investment income of $2.9 million related to an investment in an equity fund that was liquidated during the period, which more than offset $2.7 million in capital expenditures. Net cash used in investing activities was $2.3 million and $1.4 million in fiscal 2018 and 2017, respectively, reflecting capital expenditures in both years, partially offset in 2017 by $0.7 million in asset sales. The Company's capital expenditures in all fiscal years consisted primarily of tooling, engineering lab equipment, and leasehold improvements. Net cash provided by financing activities was $16.2 million in fiscal 2019. Net cash used in financing activities was $11.2 million in fiscal 2018 and $7.9 million in fiscal 2017. "We require significant cash resources to meet our obligations to pay principal and interest on our outstanding debt, provide for our research and development activities, fund our working capital needs and make capital expenditures. Our future liquidity requirements will depend on multiple factors, including our research and development plans and capital asset needs. We may need or decide to seek additional funding through equity or debt financings but cannot guarantee that additional funds would be available on terms acceptable to us, if at all. "We had cash and cash equivalents of $10.8 million as of March 31, 2019, compared to $10.9 million as of March 31, 2018. These amounts exclude, as of the end of both fiscal years, $5.0 million in restricted cash that we are required to maintain under the Credit Agreements. "Our outstanding long-term debt amounted to $145.6 million as of March 31, 2019, net of $17.3 million in unamortized debt issuance costs and $1.7 million in current portion of long-term debt, and $116.0 million as of March 31, 2018, net of $7.5 million current portion of long-term debt. We also have a revolving credit facility with PNC, which was undrawn and had an available amount of $18.9 million as of March 31, 2019 (subject to change based on certain financial metrics). "We are highly leveraged and subject to various debt covenants under our Credit Agreements... including financial maintenance covenants that require progressive improvements in metrics related to our financial condition and results of operations. Our failure to comply with our debt covenants could materially and adversely affect our financial condition and ability to service our obligations." SEC Investigation The Company is currently subject to an SEC investigation, the resolution of which could require significant management time and attention, result in significant legal expenses, and result in government enforcement actions, including penalties or fines, any of which could have a material and adverse impact on our results of operations, financial condition, liquidity and cash flows. As previously disclosed, the SEC is investigating the Company regarding its accounting practices and internal controls related to revenue recognition for transactions commencing on April 1, 2016. Following the receipt of an initial subpoena from the SEC, the Company's Audit Committee began an independent investigation of the Company's accounting practices and internal control over financial reporting related to revenue recognition for transactions commencing on Jan. 1, 2016 with the assistance of independent advisors. Subsequently, the Special Committee of the Company's Board, undertook to continue the investigation. To date, the Company has incurred significant costs in connection with the Special Committee's investigation and the SEC investigation, and its management team has devoted significant time to these investigations. The Company expects these costs and demands on its management team to continue potentially into 2020 or longer. The Company is continuing to cooperate with the SEC in its investigation, but the Company cannot predict the outcome of this investigation. If the SEC or other governmental agencies that become involved in the future bring an enforcement or other action against the Company, it could face material penalties or fines, any of which could have a material and adverse impact on its results of operations, financial condition, liquidity and cash flows. "We have entered into indemnification agreements with our current and former directors and certain of our officers, and our amended and restated certificate of incorporation requires us, to the fullest extent permitted by Delaware law, to indemnify each of our directors and officers who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. Although we maintain insurance coverage in amounts and with deductibles that we believe are appropriate for our operations, our insurance coverage may not cover all claims that may be brought against us or our current and former directors and officers, and insurance coverage may not continue to be available to us at a reasonable cost. As a result, we have been and may continue to be exposed to substantial uninsured liabilities, including pursuant to our indemnification obligations, which could materially and adversely affect our business, prospects, results of operations and financial condition. "We may receive additional inquiries from the SEC and other regulatory authorities regarding our restated financial statements or matters relating to our restatement, and we and our current and former directors and officers may be subject to future claims, investigations or proceedings. Any future inquiries from the SEC or other regulatory authorities, or future claims or proceedings as a result of the restatement or any related regulatory investigation will, regardless of the outcome, likely consume a significant amount of our internal resources and result in additional costs." A full-text copy of the Form 10-K is available for free at: https://is.gd/W32SWj About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a scale-out tiered storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. The Company delivers streaming for video and media applications, along with data protection and archive systems. As of Sept. 30, 2017, Quantum Corp had $211.2 million in total assets, $335.5 million in total liabilities, and a total stockholders' deficit of $124.3 million. Quantum Corp filed a Form 12b-25 with the U.S. Securities and Exchange Commission notifying the delay in the filing of its annual report on Form 10-K for the year ended March 31, 2019. Quantum Corporation has determined that it is unable to file its Annual Report for the fiscal year ended March 31, 2019 by June 14, 2019, the original due date for that filing, without unreasonable effort or expense due to certain circumstances. QUOTIENT LIMITED: Incurs $23.6 Million Net Loss in First Quarter ---------------------------------------------------------------- Quotient Limited filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $23.57 million on $8.16 million of total revenue for the three months ended June 30, 2019, compared to a net loss of $25.17 million on $7.88 million of total revenue for the three months ended June 30, 2018. As of June 30, 2019, the Company had $193.44 million in total assets, $214.6 million in total liabilities, and a total shareholders' deficit of $21.19 million. "The conventional reagent business continues to deliver top line growth, with record product sales of $8.2 million in the first quarter, up 3.9% from the quarter ended June 30, 2018," said Franz Walt, the Company's chief executive officer. "This performance was driven by 1.6% growth in sales to OEM customers, while direct product sales grew 9.7%. In the quarter ended June 30, 2019, gross margin on product sales improved sequentially by 60 basis points from the 43.5% product sales gross margin reported in the prior quarter ended March 31, 2019. Year over year, gross margin was adversely impacted by $0.4 million of incremental depreciation and other non-cash costs, related to bringing our new Allen Robb Campus (ARC) online, compared to the equivalent costs in the prior year's quarter ended June 30, 2018." Capital expenditures totaled $1.1 million in the quarter ended June 30, 2019, compared with $1.4 million in the quarter ended June 30, 2018. Quotient ended the quarter with $90.7 million in cash and other short-term investments, $148.1 million of debt, and $8.7 million in an offsetting long-term cash reserve account. Financing Event On May 15, 2019, the Company issued an additional $25 million principal amount of its 12% Senior Secured Notes due 2024. The available net proceeds of the offering were approximately $22.6 million after deducting the estimated expenses payable by the Company and amounts held as restricted cash under the terms of the indenture. Outlook for the Fiscal Year Ending March 31, 2020 * Total product sales are still expected to be in the range of $30 to $31 million for the full fiscal year. Other revenue (product development fees) of approximately $1.0 million are also expected. Forecasted other revenue assumes the receipt of milestone payments contingent upon achievement of regulatory approval for certain products under development. The receipt of these milestone payments involves risks and uncertainties. * Operating loss, reflecting incremental investments in the Company's development priorities, is expected to be in the range of $77 to $82 million including approximately $18.5 million of non-cash expenses such as depreciation, amortization and stock compensation. * Capital expenditures are expected to be in the range of $5 to $10 million. Product sales in the second quarter of fiscal 2020 are expected to be in the range of $6.3 to $6.7 million, compared with $6.2 million for the second quarter of fiscal 2019. Quarterly product sales can fluctuate depending upon the shipment cycles for red blood cell-based products, which account for approximately two-thirds of current product sales. These products typically experience 13 shipment cycles per year, equating to three shipments of each product per quarter, except for one quarter per year when four shipments occur. The timing of shipment of bulk antisera products to OEM customers may also move revenues from quarter to quarter. Some seasonality in demand is also experienced around holiday periods in both Europe and the United States. As a result of these factors, Quotient expects to continue to see seasonality and quarter-to-quarter variations in product sales. The timing of product development fees included in other revenues is mostly dependent upon the achievement of pre-negotiated project milestones. Liquidity and Capital Resources Since the Company's commencement of operations in 2007, it has incurred net losses and negative cash flows from operations. As of June 30, 2019, the Company had an accumulated deficit of $404.2 million. During the quarter ended June 30, 2019, the Company incurred a net loss of $23.6 million and used $25.1 million of cash in operating activities. As described under results of operations, the Company's use of cash during the quarter ended June 30, 2019 was primarily attributable to its investment in the development of MosaiQ and corporate costs, including costs related to being a public company. From the Company's incorporation in 2012 to March 31, 2019, the Company has raised $160.0 million of gross proceeds through the private placement of its ordinary and preference shares and warrants, $250.1 million of gross proceeds from public offerings of the Company's shares and issuances of ordinary shares upon exercise of warrants and $120.0 million of gross proceeds from the issuance of the Secured Notes. On May 15, 2019, the Company issued an additional $25.0 million aggregate principal amount of the Secured Notes. The Company previously issued $120.0 million aggregate principal amount of Secured Notes. On May 15, 2019, the Company paid $1.5 million of the net proceeds of the issuance into the cash reserve account maintained with the collateral agent under the terms of the indenture governing the Secured Notes, which together with the $7.2 million paid into the cash reserve account in respect of previous issuances, brought the total in the cash reserve account to $8.7 million at June 30, 2019. On May 31, 2019, the Company entered into a Sale Agreement with Jefferies, pursuant to which the Company may issue and sell from time to time up to an aggregate of $80 million of its ordinary shares. Sales of the shares, if any, pursuant to the Sale Agreement, may be made by any method that is deemed to be an "at-the-market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Global Market, or any other existing trading market for our ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions with its consent at market prices prevailing at the time of sale or prices related to such prevailing market prices, and/or any other method permitted by law. Under the terms of the Sale Agreement, the Company will pay Jefferies a commission equal to 3% of the gross proceeds of the shares sold through it under the Sale Agreement. The Company has no obligation to sell any of the shares under the Sale Agreement, and may at any time suspend offers under the Sale Agreement upon proper notice to Jefferies or terminate the Sale Agreement upon one trading day's written notice. The Company intends to use the net proceeds of the offering to fund the ongoing scale up and commercialization of MosaiQ and for working capital and other general corporate purposes. At June 30, 2019, no shares had been issued or sold under the Sale Agreement. A full-text copy of the Form 10-Q is available for free at: https://is.gd/4s4FKw About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. Quotient Limited reported a net loss of $105.4 million for the year ended March 31, 2019, a net loss of $82.33 million for the year ended March 31, 2018, and a net loss of $85.06 million for the year ended March 31, 2017. As of March 31, 2019, the Company had $177.8 million in total assets, $176.05 million in total liabilities, and $1.71 million in total shareholders' equity. RCH LAWN: Unsecured Creditors to Get $88K in 16 Quarterly Payments ------------------------------------------------------------------ RCH Lawn Maintenance LLC, d/b/a Diversified Landscaping, and Seth Howard Horowytz, file a joint Chapter 11 Plan and accompanying Disclosure Statement proposing that Allowed General Unsecured Claims, classified in Class 12, would receive a distribution of approximately $62,000 in total. If the Debtors' Plan is confirmed, each holder of an Allowed general unsecured claim against the Debtor RCH and Debtor Mr. Horowytz shall share pro rata in a total distribution of $88,000 and $12,000, respectively, over four years in 16 quarterly payments. Specifically, RCH shall pay $88,000 over four years, in 16 quarterly payments of $5,500, to be distributed pro rata to all allowed general unsecured creditors. Class 1 - Allowed Secured Claim of Sterling Bank as it relates to 2014 Isuzu 1305 and 2014 Isuzu 1272 are impaired. The Class 1 Claimholder shall be paid the approximate sum of $53,872.64 as a secured claim. The sum of $38,750 shall be paid over a period of fifty-one (51) consecutive monthly payments, at an annual interest rate of 6%, for a monthly payment of $862.68, that commenced on November 1, 2018 pursuant to the amortization table attached to the Agreed Order Approving Post-Petition Adequate Protection Payments entered on November 5, 2018. Class 2 - Allowed Secured Claim of Hitachi Capital as it relates to 2007 Isuzu 2051 are impaired. The Class 2 Claimholder shall be paid the approximate sum of $15,797.596 over a period of 5 years, fully amortized, at an annual interest rate of 5.25%, for a monthly payment of $299.93, commencing on the first of the month following the Effective Date. Class 3 - Allowed Secured Claim of Isuzu Finance as it relates to 2017 Isuzu 8667 are impaired. The Class 3 Claimholder shall be paid the approximate sum of $46,073.86 as a secured claim. The sum of $39,000 shall be paid over a period of fifty-one (51) consecutive monthly payments of $869.98 each, starting October 1, 2018 with 6.0% interest per the amortization table attached to the Agreed Order Approving Post-Petition Adequate Protection Payments. Class 4 - Allowed Secured Claim of Nissan Corp. as it relates to 2016 Nissan are impaired. The Class 4 Claimholder shall be paid the approximate sum of $19,089.398 over a period of 5 years, fully amortized, at an annual interest rate of 5.25%, for a monthly payment of $362.43, commencing on the first of the month following the Effective Date. Class 5 - Allowed Secured Claim of Nissan Corp. as it relates to 2015 Nissan are impaired. The Class 5 Claimholder shall be paid the approximate sum of $18,148.139 over a period of 5 years, fully amortized, at an annual interest rate of 5.25%, for a monthly payment of $344.56, commencing on the first of the month following the Effective Date. Class 6 - Allowed Secured Claim of US Bank as it relates to 2015 Porsche are impaired. The Class 6 Claimholder shall be paid the sum of $75,196.2810 over a period of 7 years, fully amortized, at an annual interest rate of 5.25%, for a monthly payment of $1,071.67, commencing on the first of the month following the Effective Date. Class 7 - Allowed Secured Claim of Wells Fargo as it relates to the Stump Cutter are impaired. The Class 7 Claimholder shall be paid the sum of $24,806.6511 over a period of 7 years, fully amortized, at an annual interest rate of 5.25%, for a monthly payment of $353.54, commencing on the first of the month following the Effective Date. Class 8 - Allowed Secured Claim of WEF as it relates to the Brush Chipper and Freight are impaired. The Class 8 Claimholder shall be paid the sum of $26,449.4512 over a period of 7 years, fully amortized, at an annual interest rate of 5.25%, for a monthly payment of $2376.95, commencing on the first of the month following the Effective Date. Class 9 - Allowed Secured Claim of Sheffield Financial as it relates to the Lawn Mower are impaired. The Class 9 Claimholder shall be paid the sum of $5,601.1013 over a period of 5 years, fully amortized, at an annual interest rate of 5.25%, for a monthly payment of $106.34, commencing on the first of the month following the Effective Date. Class 10 - Allowed Secured Claim of Strategic Funding are impaired. The Class 10 Claimholder shall be paid the sum of $30,648.30 as a secured claim. Strategic Funding's Allowed Secured Claim shall be paid pursuant to the terms of the Stipulation Regarding Cash Collateral and Plan Treatment. Strategic's Allowed Secured Claim shall be paid over three- and one-half years (3.5 years), or 42 months, with 7.5% interest. Monthly payments in the amount of $678.62 shall be made on the first date of every month following the entry of the confirmation order until Strategic's Allowed Secured Claim is paid in full, with all such payments made via ACH. All payments as provided for in the Debtors' Plan shall be funded by the Debtor's Cash on Hand and operating income, unless otherwise stated. A full-text copy of the Disclosure Statement dated August 8, 2019, is available at https://tinyurl.com/y2kdov7o from PacerMonitor.com at no charge. Attorneys for the Debtors: Aaron A. Wernick, Esq. Furr & Cohen, P.A. 2255 Glades Road, Suite 301E Boca Raton, Florida 33431 (561) 395-0500 (561) 338-7532 fax Email: awernick@furrcohen.com About RCH Lawn Maintenance LLC RCH Lawn Maintenance LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19428) on August 1, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $500,000. The petition was signed by Seth Horowytz, managing member. Judge Erik P. Kimball presides over the case. Aaron A. Wernick, Esq., at Furr & Cohen, is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. RELIABLE GALVANIZING: $275K Sale of Chicago Property to Wayne OK'd ------------------------------------------------------------------ Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Reliable Galvanizing Co.'s sale of the real property commonly known as 819 W. 88th Street, also known as 8800 S. Genoa street, Chicago, Illinois, to Wayne Ware/Fighters United Against Violence, or its corporate nominee, for $275,000. The sale is free and clear of all liens claims and encumbrances. The Debtor is authorized to close on the sale pursuant to the terms set forth in the Contract for the Sale of Real Estate to the Buyer. The proceeds of the sale of the property, net of closing costs and fees, will be paid to the Golding Law Offices P.C. IOLTA account for the benefit of the Debtor's bankruptcy estate. Said funds will be held until further order of the Court. About Reliable Galvanizing Co. Reliable Galvanizing Company operates as an iron and steel metal fabrication company. Serving the Midwest for over 35 years, Reliable Galvanizing offers a process of corrosion protection consisting of dipping steel into a bath of molten zinc producing a progressive zinc and iron alloy layer on the surface. Reliable Galvanizing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-29503) on Oct. 19, 2018. In the petition signed by Michael Eisner, president, the Debtor disclosed $914,187 in assets and $1,022,052 in liabilities. The case has been assigned to Judge LaShonda A. Hunt. The Debtor tapped The Golding Law Offices, P.C. as its legal counsel. REMARK HOLDINGS: Financing Pact Defaults Raise Going Concern Doubt ------------------------------------------------------------------ Remark Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2,774,000 on $2,865,000 of revenue for the three months ended June 30, 2019, compared to a net income of $3,379,000 on $3,887,000 of revenue for the same period in 2018. At June 30, 2019, the Company had total assets of $25,451,000, total liabilities of $42,350,000, and $16,899,000 in total stockholders' deficit. The Company said, "Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities, in conjunction with the ongoing events of default under the Financing Agreement, give rise to substantial doubt regarding our ability to continue as a going concern. "We intend to fund our future operations and meet our financial obligations through revenue growth in our Technology and Data Intelligence segment; however, we cannot provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the long term (including but not limited to payment of the amounts required under the Financing Agreement). As a result, we are actively evaluating strategic alternatives including debt refinancing and potential sales of investment assets or operating businesses. However, we may need to obtain additional capital through equity financing." A copy of the Form 10-Q is available at: https://is.gd/Ut1lxn Remark Holdings, Inc., technology-focused company, develops and deploys artificial intelligence (AI) products and AI-based solutions for businesses in various industries worldwide. It operates through two segments, Travel & Entertainment, and Technology & Data Intelligence. The company was formerly known as Remark Media, Inc. and changed its name to Remark Holdings, Inc. in April 2017. Remark Holdings was founded in 2006 and is headquartered in Las Vegas, Nevada. RESURRECTION LIFE: Court Confirms Secured Creditor's Plan --------------------------------------------------------- Upon consideration of the Amended Corrected Chapter 11 Plan of Reorganization filed by secured creditors OSK I, LLC and Timothy Landis, PC, in its capacity as Indentured Trustee for the First Mortgage Bonds, 2007 Series A dated April 18, 2007, in the original amount of $6,110,000.00 issued by Resurrection Life Ministries, Inc., formerly known as Grace Christian Fellowship Church, Inc., and it appearing that no ballots were submitted rejecting the Plan; and it appearing that the United States Trustee filed the only objection to the Plan; and a hearing to consider confirmation of the Plan having been held on August 1, 2019; and the United States Trustee having withdrawn its objection to the Plan at the Confirmation Hearing subject to certain modifications to Section 14.2 of the Plan; and the Court having found that the Plan satisfies the requirements of Section 1129 of the Bankruptcy Code; and upon the record made at the Confirmation Hearing; the Plan is confirmed. Class 4 (Allowed General Unsecured Claims) are impaired. The holders of Allowed Claims in Class 4 shall not receive any payment on account of his/her/its Allowed Class 4 Claim. Class 1 (Secured Lenders) are impaired. The Class 1 Allowed Secured Claims shall be amortized over a fifteen (15) year period, with interest at the annual rate of two percent (2%) for years one and two, two and one-half percent (2.5%) for years three through five and three percent (3%)for years six through fifteen. The payment made by the Reorganized Debtor each month on account of the Class 1 Allowed Secured Claims shall be in the total aggregate amount of $20,000, and shall be distributed in accordance with Sections 8.2 and 8.3 of the Plan, unless otherwise agreed in writing by the Senior Lenders and the Reorganized Debtor. Class 3 (Allowed Claims of Series B Bondholders) are impaired. The holders of Allowed Claims in Class 3 are unsecured pursuant to Section 506(a)(1) of the Bankruptcy Code, as the aggregate amount of Allowed Class 1 Secured Claims exceeds the value of the Real Property. The holders of Allowed Class 3 Claims shall not receive any payment on account of his/her/its Allowed Class 3 Claim. Class 5 (Allowed Insider Claims). The holder of the Allowed Claim in Class 5 shall not receive any payment on account of his Allowed Class 5 Claim by agreement with the Debtor. The Plan shall be funded from Available Cash from weekly offerings, media sales, and other church operations, after payment of fees and expenses incurred in the ordinary course of business. A full-text copy of the Amended Chapter 11 Plan dated August 8, 2019, is available at https://tinyurl.com/y2gws8hz from PacerMonitor.com at no charge. A redlined version of the Amended Chapter 11 Plan dated August 8, 2019, is available at https://tinyurl.com/yxtxlslm from PacerMonitor.com at no charge. Counsel for OSK I, LLC and Timothy Landis, PC: Kristen E. Burgers, Esq. Hirschler Fleischer, PC 8270 Greensboro Drive, Suite 700 Tysons, Virginia 22102 Telephone: (703) 584-8364 Facsimile: (703) 584-8901 E-mail: kburgers@hf-law.com About Resurrection Life Ministries Based in Memphis, Tennessee, Resurrection Life Ministries, Inc., dba Grace Christian Fellowship Church, Inc., is an interdenominational, Christ-centered ministry that seeks to apply New Testament principles to every area of peoples' lives. The Church filed for chapter 11 protection on (Bankr. W.D. Tenn. Case No. 18-27490) on Sept. 7, 2018, listing its total assets at $640,000 and total liabilities at $4,120,718. The petition was signed by Leo Holt, pastor. SANCHEZ ENERGY: S&P Downgrades ICR to 'D' on Bankruptcy Filing -------------------------------------------------------------- S&P Global Ratings lowered its issuer and issue-level credit ratings on U.S.-based oil exploration and production company Sanchez Energy Corp. to 'D'. The downgrade reflects the announcement by Sanchez that it voluntarily filed for Chapter 11 bankruptcy protection on Aug. 11, 2019. SARAI SERVICES: Real Property Sale Proceeds to Fund Plan Payments ----------------------------------------------------------------- Sarai Services Group, Inc., filed a Plan of Reorganization and accompanying disclosure statement proposing that holders of General Unsecured Claims, classified in Class 4, will be paid in full their approved claim amount from the proceeds of the sale of the Real Property. Should the Real Property not sell and the Debtor be required to give the creditor in Class 1 a deed-in-lieu of foreclosure, these creditors' claims will be paid out of the remaining cash and other assets of the Debtor's Estate, according to the claims’ priority, upon the later of the following two occurrences: (1) 270 days after the Effective Date, or (2) 30 days after the Debtor tenders a deed-in-lieu-of foreclosure to CenterState. Class 1 - Secured Claim CenterState Bank, N.A. are impaired. The creditor in this class will be paid in full its approved claim amount from the proceeds of the sale of the Real Property. Class 2 - Secured Claim Lynda Hall, Tax Collector are impaired. The creditor in this class will be paid in full its approved claim amount from the proceeds of the sale of the Real Property. Should the Real Property not sell and the Debtor be required to give the creditor in Class 1 a deed-in-lieu of foreclosure, this creditor's claim will be reclassified as unsecured and will be paid out of the remaining cash and other assets of the Debtor's Estate, according to the claim's priority, upon the later of the following two occurrences: (1) 270 days after the Effective Date, or (2) 30 days after the Debtor tenders a deed-in-lieu-of foreclosure to CenterState. Class 3 - Unsecured Priority Tax Claims IRS & ADOR are impaired. The creditors in this class will be paid in full their approved claim amount from the proceeds of the sale of the Real Property. Should the Real Property not sell and the Debtor be required to give the creditor in Class 1 a deed-in-lieu of foreclosure, these creditors' claims will be paid out of the remaining cash and other assets of the Debtor's Estate, according to the claims' priority, upon the later of the following two occurrences: (1) 270 days after the Effective Date, or (2) 30 days after the Debtor tenders a deed-in-lieu-of foreclosure to CenterState. Class 5 - Disputed General Unsecured Claim are impaired. Contemporaneous to the filing of this Disclosure Statement, the Debtor objected to Proof of Claim 5-1. Should the claim in this class be barred, then this class will be extinguished. However, should the Bankruptcy Court overrule the Debtor's objection to this claim, then this claimant's allowed claim will receive the same treatment as the creditors in Class 4, the general unsecured creditors class. The Debtor shall first fund payments to the holders of Allowed Administrative Claims to the extent such holders have not agreed to other treatment. A full-text copy of the Disclosure Statement dated August 8, 2019, is available at https://tinyurl.com/y6837f8a from PacerMonitor.com at no charge. Attorney for the Debtor: Tazewell T. Shepard IV, Esq. SPARKMAN, SHEPARD & MORRIS, P.C. P. O. Box 19045 Huntsville, AL 35804 Tel: (256) 512-9924 Fax: (256) 512-9837 About Sarai Services Group Sarai Services Group, Inc., together with its subsidiaries, is a privately-held company in Huntsville, Alabama, that specializes in logistics, program management and information technology. Sarai Services Group, SSGWWJV LLC, Sarai Investment Corporation and CM Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-82948 to 18-82951) on Oct. 3, 2018. In the petitions signed by CEO James Mitchell, each Debtor estimated assets of $1 million to $10 million and liabilities of the same range. Judge Clifton R. Jessup Jr. oversees the cases. Sparkman, Shepard & Morris, P.C., is the Debtor's counsel. SEARS HOLDINGS: Cyrus Capital Files Limited Objection to Plan OK ---------------------------------------------------------------- Cyrus Capital Partners, L.P., filed a limited objection to the confirmation of Sears Holdings Corporation and affiliates' modified second amended chapter 11 plan. Cyrus is a significant creditor of the Debtors' estates, holding material positions in: (i) second lien debt instruments issued and guaranteed by various Debtors; (ii) five series of SRAC-issued unsecured notes; (iii) the SRAC 7.00%/12.00% PIK - Toggle Notes due 2028; and (iv) certain SRAC-issued unsecured Medium Term Notes of various interest rates and maturities. In the aggregate, the Cyrus Prepetition Claims exceed $635 million, of which nearly $370 million is guaranteed by one or more Debtors and therefore impacted by the Debtors proposed Substantive Consolidation Settlement. Cyrus complains that the Plan as proposed cannot meet the requirements of sections 1129(a)(2) or section 1129(a)(3) of the Bankruptcy Code because it is premised upon the Debtors' abject failure to allocate post-petition Allocable Costs (as defined in those orders) in a "fair and reasonable allocation" on an "entity by entity" basis. To date the Debtors have failed to comply with these provisions in the Court's orders or to seek relief therefrom and have proposed a Plan that ignores these requirements and effectively reads them out of the Final DIP Order and the Junior DIP Order. However, the failure to comply with a bankruptcy court’s own orders has been viewed as fatal to a debtors' attempt to confirm a plan of reorganization. Further, the Plan as proposed is based on a Plan Settlement that substantively consolidates most (but not all) of the Debtors' estates. As the Second Circuit has stated, substantive consolidation "is no mere instrument of procedural convenience . . . but a measure vitally affecting substantive rights" and thus is "to be used sparingly." As such, the remedy requires "a searching review of the record, on a case-by-case basis" to ensure that the result is in fact “fairness to all creditors." To date, the Debtors have not submitted evidence that even begins to approach this standard. In fact, the Debtors' posture that substantive consolidation issues are being "settled" under the Plan suggests an effort by the Debtors to sidestep the high hurdle established under the case law regarding substantive consolidation. Therefore Cyrus will evaluate the evidence produced by the Debtors at confirmation and reserves its rights to object to the Plan Settlement and the included substantive consolidation if such evidence does not demonstrate such fairness. A copy of Cyrus Capital's Objection is available at https://tinyurl.com/yxunurbx from Pacermonitor.com at no charge. The Troubled Company Reporter previously reported that the Debtors and Liquidating Trust shall fund Distributions and satisfy applicable Allowed Claims under the Plan using: (a) Cash on hand; (b) Cash from Net Proceeds of Total Assets; (c) Cash from the Wind Down Account; and (d) Cash from the Carve Out Account. A full-text copy of the Modified Second Amended Disclosure Statement dated July 9, 2019, is available at https://tinyurl.com/y4uwv3ba from PacerMonitor.com at no charge. A redlined version of Modified Second Amended Disclosure Statement dated July 9, 2019, is available at the https://tinyurl.com/y4cqzvs2 from Prime Clerk at no charge. About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. SHOPPINGTOWN MALL NY: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Shoppingtown Mall NY LLC 301 W. Byberry Road, Suite G-10 Philadelphia, PA 19116 Business Description: Shoppingtown Mall NY LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 13, 2019 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Case No.: 19-23178 Debtor's Counsel: Kirk B. Burkley, Esq. BERNSTEIN-BURKLEY, P.C. 2200 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Tel: 412-456-8108 Fax: 412-456-8135 Email: kburkley@bernsteinlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Edward Sklyaroff, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb19-23178.pdf STEARNS HOLDINGS: Go-Forward Trade Claims Estimated at $4.3MM ------------------------------------------------------------- Stearns Holdings, LLC, and its debtor affiliates filed an updated draft of the disclosure statement explaining their joint Chapter 11 plan of reorganization to, among other things, disclose that the estimated amount of Other Secured Claims is $58,000 and the estimated amount of Go-Forward Trade Claims is $4,399,000. Class 5 General Unsecured Claims are impaired. General Unsecured Claims will not receive any distribution under the Plan. Class 4 Go-Forward Trade Claims are impaired. Allowed Go-Forward Trade Claims will receive cash in an amount equal to 95% of their allowed claim amount. Class 6 Artemis Note Claims are impaired. Artemis Note Claims will not receive any distribution under the Plan. Class 8 Existing Stearns Holdings Interests are impaired. Existing Stearns Holdings Interests will be cancelled. The Debtors contemplate that the use of cash collateral, the Cash Flow DIP Facility, and the DIP Repo Facilities will provide the Debtors with the necessary liquidity to fund the Debtors’ business operations and administrative expenses during these Chapter 11 Cases. The Disclosure Statement Hearing is scheduled to be held before the Honorable Shelley C. Chapman, United States Bankruptcy Judge in the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, Courtroom 623, New York, New York 10004, on August 22, 2019 at 10:00 a.m. (Eastern Time). Responses or objections, if any, to the Disclosure Statement must be filed and served no later than August 9, 2019 at 4:00 p.m. (Eastern Time). A full-text copy of the Updated Draft of the Disclosure Statement dated August 8, 2019, is available at https://tinyurl.com/y3da2elq from PacerMonitor.com at no charge. Counsel for Debtors and Debtors in Possession: Jay M. Goffman, Esq. Mark A. McDermott, Esq. Shana A. Elberg, Esq. Evan A. Hill, Esq. Edward P. Mahaney-Walter, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036-6522 Telephone: (212) 735-3000 Fax: (212) 735-2000 About Stearns Holdings Stearns Lending, LLC is a provider of mortgage lending services in Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent and Financial Institutions sectors throughout the United States. Stearns Lending is an equal housing lender and is licensed to conduct business in 49 states and the District of Columbia. Additionally, Stearns Lending is an approved HUD (United States Department of Housing and Urban Development) lender; a Single Family Issuer for Ginnie Mae (Government National Mortgage Association); an approved Seller/Servicer for Fannie Mae (Federal National Mortgage Association); and an approved Seller/Servicer for Freddie Mac (Federal Home Loan Mortgage Corporation). Stearns Lending is also approved as a VA (United States Department of Veterans Affairs) lender, a USDA (United States Department of Agriculture) lender, and is an approved lending institution with FHA (Federal Housing Administration). Stearns Lending is located at 4 Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707. Stearns Holdings, LLC and six subsidiaries, including Stearns Lending, LLC, each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-12226) on July 9, 2019. Stearns estimated assets of $1 billion to $10 billion and liabilities of the same range as of the bankruptcy filing. Stearns' cases have been assigned to the Honorable Shelley C. Chapman. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Stearns, PJT Partners is serving as its financial advisor and Alvarez & Marsal is serving as its restructuring advisor. Prime Clerk LLC is the claims and noticing agent, maintaining the sites https://cases.primeclerk.com/stearns and http://www.stearnsrestructuring.com/ SUPERIOR ENERGY: S&P Downgrades ICR to 'B-'; Outlook Negative ------------------------------------------------------------- S&P Global Ratings downgrades Superior Energy Services Inc. to 'B-' from 'B+'. The outlook is negative. The downgrade reflects weak industry fundamentals, particularly in the U.S. market, and weakening financial measures and minimal cash flow prospects at a time when Superior needs to generate meaningful cash flow to help address upcoming debt maturities, especially its $800 million senior notes due in December 2021. Although improving internal and offshore markets combined with low capital spending requirements could allow modest free cash flow, S&P does not believe that will be able to sufficiently offset the decline in the U.S. market, which could weaken further in 2019 as capital spending budgets in the E&P industry wind down. The negative outlook on Superior reflects S&P's view that financial measures and cash flow generation will remain challenged for the remainder of 2019 and into 2020 due to weakness in the U.S. oilfield services sector. The negative outlook also reflects weak capital markets and Superior's December 2021 debt maturity that it needs to address in a timely manner. "We could lower the rating if the company does not generate enough discretionary cash flow to address its 2021 debt maturities and the financial markets remain weak, limiting the company's access to refinance its maturities. Additionally, we could lower the rating if we believed the company would execute on an exchange that we would view as distressed. Such a scenario could occur if debt markets remain challenged and Superior is unable to generate sufficient free cash flow to help address its maturities," S&P said. "We could revise the outlook to stable if market conditions and the company's cash flows improve such that it is able to generate significant discretionary free cash flow to help address its 2021 debt maturity combined with stronger capital markets for the industry," the rating agency said. T CAT ENTERPRISE: Court Favors Extension of Cash Use Until Aug. 31 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois granted the motion filed by T Cat Enterprise, Inc., to use cash collateral on an interim basis through and including August 31, 2019, based on a Court-approved budget from Aug. 1 to Aug. 31, 2019. Judge Jack B. Schmetterer ruled that the Debtor will pay its prepetition creditor, Associated Bank, or its assignee, $6,000 for monthly adequate protection by Aug. 26, 2019, for principal and interest on the outstanding balance in the form of cashier's check or certified funds. As adequate protection for the interest of Associated Bank or its assignee, Associated Bank and any other secured creditor are granted replacement liens in the Debtor's postpetition cash and accounts receivable in the same type, kind, priority and amount of their lien as existed on the filing of the Debtor's Chapter 11 case. In the event actual weekly disbursements exceed the cash collateral budget by more than 10 percent on a cumulative basis, Associated Bank may file a motion to lift the automatic stay. Associated Bank, however, will not be entitled to such a hearing on this basis if actual disbursements are greater than 10% above the cash collateral budget on a cumulative basis and (i) the Debtor provides written notice to Associated Bank prior to making any such disbursements, or (ii) Associated Bank consents in writing, or it does not object in writing to such disbursements within 48 hours upon receipt of a notice by email. The Budget provided for $163,996 in total disbursements $60,000 of which is for payroll and $20,000 for fuel, among others. Revenues are projected at $255,000 for the period. The Debtor and Associated Bank reserve their rights with respect to Associated Bank’s assertion of its secured claims. A further hearing on the Debtor's request to use cash collateral is scheduled for Aug. 29, 2019 at 10:30 a.m. Central Time. About T CAT Enterprise T Cat Enterprise, Inc. -- http://www.tcatinc.com/-- is a family-owned and operated construction company specializing in excavation, railroad clean up, and snow plowing services in the tri-state area. In addition, the Company also offers hauling services, demolition services, and pavers and asphalt repairs. T Cat Enterprise, Inc., based in Franklin Park, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-22736) on Aug. 13, 2018. In the petition signed by James R. Trumbull, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Jack B. Schmetterer oversees the case. Joseph E. Cohen, Esq., and Gina B. Krol, Esq., at Cohen & Krol, serve as bankruptcy counsel to the Debtor. TEARLAB CORPORATION: History of Losses Casts Going Concern Doubt ---------------------------------------------------------------- TearLab Corporation filed its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss of $1,174,000 on $5,851,000 of total revenue for the three months ended June 30, 2019, compared to a net loss and comprehensive loss of $661,000 on $6,413,000 of total revenue for the same period in 2018. At June 30, 2019, the Company had total assets of $15,939,000, total liabilities of $39,071,000, and $23,132,000 in total stockholders' deficit. The Company states, "We have limited working capital and a history of losses that raise substantial doubts as to whether we will be able to continue as a going concern. "We have incurred losses in each year since our inception and there is substantial doubt about our ability to continue as a going concern. We do not currently have any available borrowing under our term loan or credit facility. Our condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if we were not able to continue as a going concern. If we are unable to generate positive cash flows from operations, we would need to undertake a review of potential business alternatives, which may include, but are not limited to, a merger or sale of the company or ceasing operations and winding down the business." A copy of the Form 10-Q is available at: https://is.gd/D1g3cA TearLab Corporation operates as an in-vitro diagnostic company in the United States and internationally. It offers TearLab Osmolority System, a proprietary in vitro diagnostic tear testing platform that measures tear film osmolarity for the diagnosis of dry eye disease; and enables eye care practitioners to test for sensitive and specific biomarkers using nanoliters of tear film at the point-of-care. Its TearLab Osmolarity System consists of TearLab disposable, a single-use microfluidic microchip; TearLab pen, a hand-held device that interfaces with the TearLab disposable; and TearLab reader, a small desktop unit that allows for the docking of the TearLab pen, as well as provides a quantitative reading for the operator. The company was formerly known as OccuLogix, Inc. TearLab was founded in 1996 and is headquartered in Escondido, California. TECNICENTROS MUNDIAL: Oct. 22 Hearing on Disclosure Statement ------------------------------------------------------------- A hearing on approval of disclosure statement explaining the Chapter 11 Plan of Tecnicentros Mundial, Inc., is scheduled for October 22, 2019 at 10:00 AM to consider and rule upon the adequacy of the disclosure statement. Objections to the form and content of the disclosure statement must be filed and served not less than fourteen (14) days prior to the hearing. About Tecnicentros Mundial Based in San Juan, Puerto Rico, Tecnicentros Mundial, Inc., a distributor of tires and tubes for passenger and commercial vehicles, filed a voluntary Chapter 11 petition (Bankr. D.P.R. Case No. 19-04471) on August 6, 2019, and is represented by William Vidal Carvajal, Esq., in San Juan, Puerto Rico. The case is assigned to Hon. Enrique S. Lamoutte Inclan. The Debtor's financial consultant is Luis Carrasquillo, CPA. At the time of filing, the Debtor had total assets of $3,459,283 and total liabilities of $8,891,276. The petition was signed by Jacklin Tirado Rivera, vice-president. TENET HEALTHCARE: S&P Rates New First-Lien Sr. Secured Notes 'BB-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level and '1' recovery rating to Dallas-based Tenet Healthcare Corp.'s proposed first-lien senior secured notes. The '1' recovery rating indicates its expectation of very high (90%-100%, rounded estimate: 95%) recovery for lenders in the event of a payment default. The company is issuing the notes to refinance first-lien debt maturing in 2020 and 2021. The transaction is leverage neutral. All of its other ratings on Tenet remain unchanged. "Our 'B' rating and positive outlook on Tenet continue to reflect its improving operating results and cash flow and our belief that it will sustain these improvements. We believe that the company's improved focus on its core markets and greater investment in outpatient surgery should improve its margins," S&P said. The rating also reflects S&P's anticipation that Tenet's leverage will remain over 6x for at least the next year. TITANIUM HOLDING: $256K Cash Sale of Bowie Property to Smith Okayed ------------------------------------------------------------------- Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the District of Maryland authorized Titanium Holding, LLC's sale of the real property located at 1704 Sycamore Heights Ct., Bowie, Maryland to Diamond Smith for $256,000, all cash. The Debtor will file a report of sale within 30 days of the closing of said approved sale. About Titanium Holding Titanium Holding LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-13595) on March 18, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of the same range. The case is assigned to Judge Wendelin I. Lipp. The Law Offices of Jeffrey M. Sherman is the Debtor's counsel. TITANIUM HOLDING: $265K Sale of Ocean City/Worcester to Griffin OKd ------------------------------------------------------------------- Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the District of Maryland authorized Titanium Holding, LLC's sale of the real property located at 9400 Coastal Highway, Unit 1101, Ocean City/Worcester, Maryland to Arisha Griffin for $265,000, all cash. The Debtor will file a report of sale within 30 days of the closing of said approved sale. About Titanium Holding Titanium Holding LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-13595) on March 18, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of the same range. The case is assigned to Judge Wendelin I. Lipp. The Law Offices of Jeffrey M. Sherman is the Debtor's counsel. TX HOLDINGS: Needs Sufficient Capital to Remain as Going Concern ---------------------------------------------------------------- TX Holdings, Inc. filed its quarterly report on Form 10-Q, disclosing a net income of $27,681 on $1,028,828 of revenue for the three months ended June 30, 2019, compared to a net income of $564 on $1,002,866 of revenue for the same period in 2018. At June 30, 2019, the Company had total assets of $2,309,253, total liabilities of $4,224,072, and $1,914,819 in total stockholders' deficit. The Company's independent registered public accounting firm's report on the financial statements included in the Company's annual report on Form 10-K for the year ended September 30, 2018, contains an explanatory paragraph wherein it expressed an opinion that there is substantial doubt about the Company's ability to continue as a going concern. Since the commencement of its mining and rail products distribution business, the Company has relied substantially upon financing provided by Mr. Shrewsbury, the Company's CEO and, from November 2012 to December 2015, a secured bank line of credit in connection with the development and expansion of its business. On December 3, 2015, the Company entered into a new loan agreement with Town Square Bank under which it obtained a term loan in the amount of $711,376. The Company utilized proceeds of the new loan to repay its line of credit. The loan is for a term of five years and matures on December 3, 2020. The Company said, "These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to raise sufficient capital and to implement a successful business plan to generate profits sufficient to become financially viable." A copy of the Form 10-Q is available at: https://is.gd/HIf1D4 TX Holdings, Inc. supplies, distributes, and sells drill bits, related tools, and other mining supplies and rail products to coal mining companies in the United States. It distributes and sells drill steel mining products, such as drill steel products used for drilling holes for bolts supporting mine ceilings; drill bit products and accessories for use in hard and soft rock mining operations; tungsten carbide drill bits and augurs; and related accessories and tools. The company also offers tee rails for use in railroad tracks for the transportation of coal by coal mine operators; steel ties for use in securing rail; switches; and related accessories and tools. It sells its products through independent sales agents to resellers; and directly to coal mine operators. The company was formerly known as R Wireless, Inc. and changed its name to TX Holdings in July 2005. TX Holdings was incorporated in 2000 and is headquartered in Ashland, Kentucky. VANTAGE TRAILERS: Court Says Creditor 'Unprotected', Denies Motion ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas denies the request of Vantage Trailers, Inc., for final permission to use collateral of $246,772 per month, in favor of the objection posed by Plains State Bank, a creditor of the Debtor. Judge Jeffrey P. Norman says the Debtor failed to present sufficient evidence that Plains Bank is or can be adequately protected, noting the diminishing value of the creditor’s collateral and the Debtor' failure to provide, offer or suggest adequate protection. Judge Norman denied the motion without prejudice. About Vantage Trailers Established in 1991, Vantage Trailers, Inc., is a family-owned manufacturer of lightweight aluminum frameless end dump trailer in Katy, Texas. Vantage Trailers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-32244) on April 23, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Jeffrey P. Norman. The Law Office of Margaret M. McClure is the Debtor's legal counsel. Henry Hobbs Jr., acting U.S. trustee for Region 7, on May 28, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Vantage Trailers. The Committee retained Hoover Slovacek LLP as counsel. VBAR 3 LLC: Court Approves Disclosure Statement, Confirms Plan -------------------------------------------------------------- The Bankruptcy Court issued an order granting final approval of the joint disclosure statement and confirming the joint plan of reorgnaization of Caffe Valdino, Inc., and VBar 3, LLC. About Vbar 3, LLC Vbar 3, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-10378) on Feb. 10, 2019, estimating under $1 million in assets and liabilities. Tarter Krinsky & Drogin LLP, which substituted for Richard Byron Peddie, P.C., is the Debtor's counsel. WALKER & DUNLOP: S&P Affirms 'BB' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its issuer credit rating on Walker & Dunlop Inc. at 'BB'. The outlook remains stable. At the same time, S&P affirmed the debt rating on Walker & Dunlop's $300 million senior secured term loan at 'BBB-' and maintained the recovery rating of '1', which indicates its expectation of very high recovery (95%) of principal in the event of payment default. The affirmation reflects Walker & Dunlop's sustained strong operating performance and its favorable market position in the multifamily commercial real estate market. For the rolling 12 months ending June 2019, the firm's EBITDA grew by 19.5% year over year to $247 million, with debt-to-tangible equity remaining well below 1.0x. The stable outlook reflects S&P's expectation that, over the next 12 months, Walker & Dunlop will maintain net debt to adjusted EBITDA between 1.5x-2.0x and debt-to-tangible equity below 1.0x. The outlook also considers the firm's competitive position as a primary originator and servicer of multifamily loans and its access to warehouse funding facilities. "We could lower the ratings over the next 12 months if the company's leverage, measured as net debt to EBITDA, rises above 2.0x or debt-to-tangible equity gets closer to 1.0x with no credible plan for reduction. We could also lower the ratings if the firm engages in a material acquisition such that its earnings deteriorate, or if the losses materialize under the Fannie Mae Delegated Underwriting and Servicing (DUS) risk-sharing program," S&P said. "An upgrade is unlikely over the next 12 months. Over time, we could raise the ratings if the firm's exposure to the Fannie Mae DUS risk-sharing program declines," the rating agency said. WEX INC: Moody's Hikes CFR to Ba2 & Alters Outlook to Stable ------------------------------------------------------------ Moody's Investors Service has upgraded WEX Inc.'s corporate family, senior secured debt, and senior secured bank credit facility ratings to Ba2 from Ba3. The outlook was revised to stable from positive. As part of the same rating action, Moody's has withdrawn the rating outlooks on WEX's Long-Term Corporate Family rating, Backed Senior Secured Bank Credit Facility rating, Senior Secured Bank Credit Facility rating, and Senior Secured rating for its own business reasons. Moody's has changed its rating description of the notes maturing 2023 to senior secured from senior unsecured to reflect the security interest of the notes, following the expansion of the associated collateral. Upgrades: Issuer: WEX Inc. Corporate Family Rating, Upgraded to Ba2 from Ba3 Senior Secured Term Loans, Upgraded to Ba2 from Ba3 Senior Secured Revolving Credit Facility, Upgraded to Ba2 from Ba3 Senior Secured Regular Bond/Debenture, Upgraded to Ba2 from Ba3 Outlook Actions: Issuer: WEX Inc. Outlook, Changed To Stable From Positive RATINGS RATIONALE The ratings upgrade to Ba2 from Ba3 reflects the benefits to creditors resulting from WEX's increasingly scaled and diversified portfolio of leading business-to-business (B2B) payments solutions, supported by positive secular revenue growth trends and the company's strong competitive positions, including one of the largest U.S. fleet card network by number of vehicles. Over the last several years, the company's fuel, corporate payments, and health segments have each consistently delivered solid annual growth rates of 10% or higher. Each of these businesses is characterized by solid competitive positions resulting in solid profitability and free cash flow generation. Moody's believes that WEX's revenue growth and solid profitability will be sustained over the next 12-18 months, further increasing business scale and free cash flow. Similar to other payments companies, WEX has been very acquisitive over the last several years. Although acquisitions have resulted in increases in leverage and given rise to integration risk, WEX has demonstrated a solid track record of successful integrations along with deleveraging following acquisitions. Moody's expects that the company will remain acquisitive over the next 12-18 months that could result in the company-reported bank covenant debt/EBITDA increasing up to 4.50x to 4.75x at the time of any future acquisitions. However, it expects management to take actions to reduce it within the company's target of 2.5x to 3.5x within a year or so following the acquisition. In addition, WEX's acquisitions typically generate goodwill that have resulted in a negative tangible equity to tangible assets ratio of 42% as of 30 June 2019. However, WEX's solid Debt to EBITDA and cashflow generation for a Ba2 rated company, largely offset the increased risk to creditors of the company's negative tangible equity, in Moody's view. In large part due to costs associated with the company's acquisitions over the last several years as well as certain fair value marks, profitability as measured by year-to-date net income to assets has declined to 1.2% in the first half of 2019 from 2.6% for the period a year ago. Over the next year as the company integrates and scales the new businesses, Moody's expects that profitability will strengthen with net income to assets reaching around 3.0%. While declining, the company's dependence on gas and diesel fuel prices continues to be a headwind to earnings. The ratings also reflect WEX's solid asset quality metrics related to its charge card receivables, which as of 30 June accounted for approximately 70% of the company's tangible asset base. Moody's does not differentiate corporate family rating and the ratings on company's senior secured notes or the company's bank credit facilities (revolver, term loan A, and term loan B) as Moody's views the senior secured notes and the bank credit facilities (in aggregate, Corporate Debt) as essentially contractually pari passu. The Corporate Debt is guaranteed by the company and its material US subsidiaries (excluding WEX Bank), and are secured by liens on substantially all of the assets of WEX and its US subsidiary guarantors. In addition, certain obligations under the bank credit facilities are guaranteed by WEX's material foreign operating subsidiaries with the exception of Brazil. The senior secured notes and the credit facilities also benefit from pledges of 65% of the interests of first tier foreign subsidiaries foreign subsidiaries. The stable outlook reflects Moody's expectation that the company's solid financial performance and modest leverage will continue over the next 12-18 months. WHAT COULD CHANGE THE RATINGS UP/DOWN The ratings could be upgraded if WEX were to improve profitability to a level whereby net income to assets exceeded 3% on a sustainable basis. Increase business scale and diversification, and consistent demonstration of conservative financial policies, such as managing to a company-reported bank covenant debt/EBITDA to remain between 2.5x to 3.5x absent an acquisition, would be positive for the ratings. The ratings could be downgraded if the company were to increase materially its leverage, evidenced by the company-reported bank covenant debt / EBITDA above 5.0x that Moody's expected to remain for three or more quarters or if the company-reported bank covenant debt / EBITDA were to rise above 5.5x. A weakening of profitability whereby net income / assets fell below 2.0% or declining asset quality with charge-offs rising above 2.0% could also put downward pressure on the ratings. The principal methodology used in these ratings was Finance Companies published in December 2018. WINDOM RIDGE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Windom Ridge, Inc. 2112 Centennial Road Wayne, NE 68787 Business Description: Windom Ridge, Inc. is a real estate developer in Wayne, Nebraska. Chapter 11 Petition Date: August 13, 2019 Court: United States Bankruptcy Court Northern District of Iowa (Sioux City) Case No.: 19-01098 Judge: Hon. Thad J. Collins Debtor's Counsel: Wilford L. Forker, Esq. WILFORD L. FORKER 701 Pierce Street, Suite 303 Sioux City, IA 51101 Tel: 712-252-1395 Fax: 712-252-4858 Email: forkerlaw@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Louis E. Benscoter, Sr., owner. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ianb19-01098.pdf [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Mark Robert Honzel Bankr. C.D. Cal. Case No. 19-19206 Chapter 11 Petition filed August 7, 2019 represented by: Uzzi O Raanan, Esq. DANNING, GILL, DIAMOND & KOLLITZ, LLP E-mail: uor@dgdk.com In re All Star Materials LLC Bankr. M.D. Fla. Case No. 19-05191 Chapter 11 Petition filed August 7, 2019 See http://bankrupt.com/misc/flmb19-05191.pdf represented by: Jeffrey Ainsworth, Esq. Robert B. Branson, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com robert@bransonlaw.com In re Dixon Mechanical, LLC Bankr. M.D. Fla. Case No. 19-07459 Chapter 11 Petition filed August 7, 2019 See http://bankrupt.com/misc/flmb19-07459.pdf represented by: Melody D. Genson, Esq. LAW OFFICES OF MELODY GENSON E-mail: melodydgenson@verizon.net In re Tribeca Aesthetic Medical Solutions, LLC Bankr. S.D. Fla. Case No. 19-20582 Chapter 11 Petition filed August 7, 2019 See http://bankrupt.com/misc/flsb19-20582.pdf represented by: Bradley S. Shraiberg, Esq. SHRAIBERG LANDAU & PAGE PA E-mail: bss@slp.law In re Home Squad Ltd Bankr. N.D. Ga. Case No. 19-62427 Chapter 11 Petition filed August 7, 2019 Filed Pro Se In re Femto Blanc, Inc. Bankr. D.N.J. Case No. 19-25269 Chapter 11 Petition filed August 7, 2019 Filed Pro Se In re Philip Barretti Bankr. D.N.J. Case No. 19-25299 Chapter 11 Petition filed August 7, 2019 represented by: Andrew I. Radmin, Esq. CARKHUFF & RADMIN E-mail: andyradz@aol.com In re Iyar Post LLC Bankr. E.D.N.Y. Case No. 19-44805 Chapter 11 Petition filed August 7, 2019 See http://bankrupt.com/misc/nyeb19-44805.pdf represented by: Vivian Sobers, Esq. SOBERS LAW, PLLC E-mail: vsobers@soberslaw.com In re Jaspal Singh Bankr. E.D.N.Y. Case No. 19-44808 Chapter 11 Petition filed August 7, 2019 represented by: Alla Kachan, Esq. E-mail: alla@kachanlaw.com In re Linden Ventures 1 LLC Bankr. E.D.N.Y. Case No. 19-44820 Chapter 11 Petition filed August 7, 2019 See http://bankrupt.com/misc/nyeb19-44820.pdf represented by: Vivian Sobers, Esq. SOBERS LAW, PLLC E-mail: vsobers@soberslaw.com In re Greager Custom Homes, Inc. Bankr. D. Ariz. Case No. 19-09913 Chapter 11 Petition filed August 8, 2019 See http://bankrupt.com/misc/azb19-09913.pdf represented by: Allan D. Newdelman, Esq. ALLAN D. NEWDELMAN, P.C. E-mail: anewdelman@adnlaw.net In re Corey J. McCormick and Tesha L. Bowman Bankr. D. Ariz. Case No. 19-09976 Chapter 11 Petition filed August 8, 2019 represented by: Thomas D. Allen, Esq. ALLEN BARNES & JONES, PLC E-mail: tallen@allenbarneslaw.com In re Alani Property Source Co., Inc. Bankr. N.D. Ga. Case No. 19-62482 Chapter 11 Petition filed August 8, 2019 Filed Pro Se In re U.S.A. Drilling Company, Inc. Bankr. W.D. Ky. Case No. 19-10825 Chapter 11 Petition filed August 8, 2019 See http://bankrupt.com/misc/kywb19-10825.pdf represented by: Robert C. Chaudoin, Esq. HARLIN PARKER E-mail: chaudoin@harlinparker.com In re Jeffrey George Reynolds and Michelle M. Reynolds Bankr. E.D. Tex. Case No. 19-42160 Chapter 11 Petition filed August 8, 2019 represented by: Howard Marc Spector, Esq. E-mail: hspector@spectorjohnson.com In re Joseph N. Vaughn and Theresa L. Vaughn Bankr. M.D. Fla. Case No. 19-07548 Chapter 11 Petition filed August 9, 2019 represented by: Mark F. Robens, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, PA E-mail: mrobens.ecf@srbp.com In re Srisiri Pharma, Inc. Bankr. E.D. Mich. Case No. 19-51522 Chapter 11 Petition filed August 9, 2019 See http://bankrupt.com/misc/mieb19-51522.pdf represented by: John C. Lange, Esq. GOLD, LANGE & MAJOROS, PC E-mail: jlange@glmpc.com In re Fox Hedge Manor LLC Bankr. D.N.J. Case No. 19-25457 Chapter 11 Petition filed August 9, 2019 See http://bankrupt.com/misc/njb19-25457.pdf represented by: Marc D. Miceli, Esq. SM LAW PC E-mail: mmiceli@sm-lawpc.com In re Tamara Home Care Inc. Bankr. D.P.R. Case No. 19-04539 Chapter 11 Petition filed August 9, 2019 See http://bankrupt.com/misc/prb19-04539.pdf represented by: Jesus Enrique Batista Sanchez, Esq. THE BATISTA LAW GROUP, PSC E-mail: jeb@batistasanchez.com In re Furniture Products, LLC Bankr. N.D. Tex. Case No. 19-32673 Chapter 11 Petition filed August 9, 2019 See http://bankrupt.com/misc/txnb19-32673.pdf represented by: Jane Anne Gerber, Esq. Aaron Michael Kaufman, Esq. DYKEMA GOSSETT PLLC E-mail: jgerber@dykema.com akaufman@dykema.com In re Everett C. Moulton, III Bankr. W.D. Ark. Case No. 19-72202 Chapter 11 Petition filed August 9, 2019 represented by: Oswald C. "Rusty" Sparks, Esq. CADDELL REYNOLDS LAW FIRM E-mail: rsparks@justicetoday.com In re Carole Ann Meikle Bankr. C.D. Cal. Case No. 19-13089 Chapter 11 Petition filed August 9, 2019 represented by: James D. Hornbuckle, Esq. CORNERSTONE LAW CORPORATION E-mail: jdh@cornerstonelawcorp.com In re Rita Jimenez Pimentel Bankr. N.D. Cal. Case No. 19-10597 Chapter 11 Petition filed August 9, 2019 represented by: Craig A. Burnett, Esq. LAW OFFICES OF CRAIG A. BURNETT E-mail: cburnett@nomoredebt.com In re Gwendolyn Marie Williams Bankr. N.D. Cal. Case No. 19-41819 Chapter 11 Petition filed August 9, 2019 Filed Pro Se In re Daryl Alan Vorne Bankr. N.D. Cal. Case No. 19-51596 Chapter 11 Petition filed August 9, 2019 represented by: Robert L. Goldstein, Esq. LAW OFFICES OF ROBERT L. GOLDSTEIN E-mail: rgoldstein@taxexit.com In re Dietch's Florist, Inc. Bankr. D.N.J. Case No. 19-25525 Chapter 11 Petition filed August 11, 2019 See http://bankrupt.com/misc/njb19-25525.pdf represented by: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP E-mail: dstevens@scuramealey.com ecfbkfilings@scuramealey.com In re National Store Retail Services, LLC Bankr. D. Nev. Case No. 19-15174 Chapter 11 Petition filed August 11, 2019 See http://bankrupt.com/misc/nvb19-15174.pdf represented by: Ryan A. Andersen, Esq. ANDERSEN LAW FIRM, LTD. E-mail: ryan@vegaslawfirm.legal In re Edward Steven Burdekin Bankr. D. Nev. Case No. 19-15175 Chapter 11 Petition filed August 11, 2019 represented by: Ryan A. Andersen, Esq. ANDERSEN LAW FIRM, LTD. E-mail: ryan@vegaslawfirm.legal In re John Wonshin Oh Bankr. E.D.N.Y. Case No. 19-44864 Chapter 11 Petition filed August 9, 2019 Filed Pro Se In re K' Cafe Corp. dba Yukka Latin Bistro Bankr. S.D.N.Y. Case No. 19-12597 Chapter 11 Petition filed August 11, 2019 See http://bankrupt.com/misc/nysb19-12597.pdf represented by: Michael S. Kopelman, Esq. KOPELMAN & KOPELMAN LLP E-mail: kopelaw@kopelmannj.com In re Bruce Dwain Copeland Bankr. W.D. Okla. Case No. 19-13277 Chapter 11 Petition filed August 9, 2019 Filed Pro Se In re David J. Markiewicz and Lynn A. Markiewicz Bankr. M.D. Pa. Case No. 19-03427 Chapter 11 Petition filed August 9, 2019 represented by: Kevin Karl Kercher, Esq. E-mail: kevinkk@kercherlaw.com In re Lucky 8 Properties, LLC Bankr. E.D. Ark. Case No. 19-14193 Chapter 11 Petition filed August 12, 2019 See http://bankrupt.com/misc/areb19-14193.pdf represented by: Oswald C. "Rusty" Sparks, Esq. CADDELL REYNOLDS LAW FIRM E-mail: rsparks@justicetoday.com In re Doris Keating Bankr. C.D. Cal. Case No. 19-11387 Chapter 11 Petition filed August 12, 2019 represented by: Giovanni Orantes, Esq. ORANTES LAW FIRM PC E-mail: go@gobklaw.com In re MB Realty Inc. Bankr. E.D. Cal. Case No. 19-25054 Chapter 11 Petition filed August 12, 2019 See http://bankrupt.com/misc/caeb19-25054.pdf represented by: Richard L. Jare, Esq. RICHARD JARE E-mail: chapter13bankruptcy@yahoo.com In re NJE Corp. Bankr. S.D. Fla. Case No. 19-20756 Chapter 11 Petition filed August 12, 2019 See http://bankrupt.com/misc/flsb19-20756.pdf represented by: Stan L. Riskin ADVANTAGE LAW GROUP, P.A. E-mail: stan.riskin@gmail.com In re Life Ambulance Services, Inc. Bankr. N.D. Ga. Case No. 19-21614 Chapter 11 Petition filed August 12, 2019 See http://bankrupt.com/misc/ganb19-21614.pdf represented by: William A. Rountree, Esq. ROUNTREE, LEITMAN & KLEIN, LLC E-mail: wrountree@rlklawfirm.com swenger@rlklawfirm.com In re Muhammad N. Khan and Farrah R. Khan Bankr. N.D. Ill. Case No. 19-22648 Chapter 11 Petition filed August 12, 2019 represented by: Joseph E. Cohen, Esq. COHEN & KROL E-mail: jcohen@cohenandkrol.com In re Stone Contracting LLC Bankr. D. Mont. Case No. 19-60811 Chapter 11 Petition filed August 12, 2019 See http://bankrupt.com/misc/mtb19-60811.pdf represented by: Lyndon Scheveck, Esq. SCHEVECK AND SALMINEN LAW PLLC E-mail: lyndon@schevecklaw.com In re Plus1 Telecom, LLC Bankr. E.D.N.C. Case No. 19-03684 Chapter 11 Petition filed August 12, 2019 See http://bankrupt.com/misc/nceb19-03684.pdf represented by: Travis Sasser, Esq. SASSER LAW FIRM E-mail: travis@sasserbankruptcy.com In re Fernando Soto Bankr. E.D. Tex. Case No. 19-42183 Chapter 11 Petition filed August 12, 2019 represented by: Christopher J. Moser, Esq. QUILLING SELANDER LOWNDS WINSLETT MOSER E-mail: cmoser@qslwm.com In re O'Linn Security Incorporated Bankr. C.D. Cal. Case No. 19-17085 Chapter 11 Petition filed August 13, 2019 See http://bankrupt.com/misc/cacb19-17085.pdf represented by: Steven R. Fox, Esq. W. Sloan Youkstetter, Esq. THE FOX LAW CORPORATION, INC. E-mail: emails@foxlaw.com SYoukstetter@FoxLaw.com srfox@foxlaw.com In re 265 Laurel Avenue, LLC Bankr. D.N.J. Case No. 19-25648 Chapter 11 Petition filed August 13, 2019 See http://bankrupt.com/misc/njb19-25648.pdf represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER LLC E-mail: timothy.neumann25@gmail.com tneumann@bnfsbankruptcy.com In re Al Amjady Bankr. D.N.J. Case No. 19-25650 Chapter 11 Petition filed August 13, 2019 See http://bankrupt.com/misc/njb19-25650.pdf represented by: Andrew I. Radmin, Esq. CARKHUFF & RADMIN P.C. E-mail: andyradz@aol.com In re Shri Vitthal, Inc. Bankr. D.N.J. Case No. 19-25689 Chapter 11 Petition filed August 13, 2019 See http://bankrupt.com/misc/njb19-25689.pdf represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER LLC E-mail: timothy.neumann25@gmail.com tneumann@bnfsbankruptcy.com In re Mohin Enterprises, Inc. Bankr. D.N.J. Case No. 19-25690 Chapter 11 Petition filed August 13, 2019 See http://bankrupt.com/misc/njb19-25690.pdf represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER LLC E-mail: timothy.neumann25@gmail.com tneumann@bnfsbankruptcy.com In re 4818 Astoria Food Corp. Bankr. E.D.N.Y. Case No. 19-44901 Chapter 11 Petition filed August 13, 2019 See http://bankrupt.com/misc/nyeb19-44901.pdf represented by: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD E-mail: rblmnf@aol.com In re Kidz Care Networking Inc. Bankr. E.D.N.Y. Case No. 19-75628 Chapter 11 Petition filed August 13, 2019 Filed Pro Se In re Clearlake Land Co. Inc. Bankr. N.D.N.Y. Case No. 19-61152 Chapter 11 Petition filed August 13, 2019 See http://bankrupt.com/misc/nynb19-61152.pdf represented by: Thomas H. McCann, Esq. THOMAS H. MCCANN, ESQ. E-mail: thomasmccannesq@centralny.twcbc.com ********* 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. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* 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 Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***