/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220601.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 1, 2022, Vol. 26, No. 151 Headlines 4 RAVEN COURT: Returns to Chapter 11 Bankruptcy 85 FLATBUSH: Fine-Tunes Plan; Confirmation Hearing June 30 96 WYTHE: Stephen Gray Named Chapter 11 Trustee ADVANCE TRANSPORTATION: Unsecureds Owed $5K+ to Get 10.94% Dividend ADVANCED CONTAINER: Incurs $173K Net Loss in First Quarter ADVISOR GROUP: Fitch Affirms 'B-' LongTerm IDR Amid Infinex Deal AFFORDABLE HOUSING: Case Dismissed After One Day AIKIDO PHARMA: All Four Proposals Passed at Annual Meeting ALARBESH / FERNANDEZ LLC: Files for Chapter 11 Pro Se ALLEN & HANDY: Files for Chapter 11 to Stop Foreclosure ALLIANCE MECHANICAL: Files Chapter 11 Subchapter V Case ALLIED ESPORTS: Swings to $62.9 Million Net Income in 2021 BABY BLUE: Seeks to Hire Michael A. King as Bankruptcy Counsel BAPA BROOKLYN: Voluntary Chapter 11 Case Summary BETTER 4 YOU BREAKFAST: Court OKs Deal on Cash Collateral Access BRIDGEVIEW, IL: Fitch Affirms 'BB+' IDR & Alters Outlook to Pos. BRIGHT MOUNTAIN: Amends Credit Pact to Obtain $500K Additional Loan CITIUS PHARMACEUTICALS: To Spinoff Oncology Asset I/ONTAK CKI LLC: Files Chapter 11 Bankruptcy Protection in New York CLEARDAY INC: Incurs $2.8 Million Net Loss in First Quarter CLUBHOUSE MEDIA: To Sell $115K Convertible Note to ONE44 DAYBREAK OIL: All Seven Proposals Passed at Special Meeting DIFFUSION PHARMACEUTICALS: Appoints New Chief Regulatory Officer DIOCESE OF CAMDEN: Former Employee Joins Gibbs Objection DIVISION MANAGEMENT: Gets Interim Cash Collateral Access DOCTOR DREDGE: Wins Interim Cash Collateral Access DOLPHIN ENTERTAINMENT: Gets Another Nasdaq Noncompliance Notice DOLPHIN ENTERTAINMENT: Incurs $6.5 Million Net Loss in 2021 DR. R'KIONE BRITTON: Case Summary & Nine Unsecured Creditors DUNWOODY LABS: Company and Owner File Subchapter V Cases EASTERDAY RANCHES: Exclusivity Period Extended to July 1 ESCADA AMERICA: Wins Cash Collateral Access Thru July 15 EVO TRANSPORTATION: Raj Kapur Named SVP, Chief Accounting Officer FBN TRANSPORTATION: Starts Chapter 11 Subchapter V Case FINMARK STRATEGY: Case Summary & Nine Unsecured Creditors GBT TECHNOLOGIES: Posts $3.9 Million Net Income in First Quarter GOLDMAKER INC: Asks Aug. 9 Extension of Plan Deadline GPMI CO: Exclusivity Period Extended to July 26 HANNON ARMSTRONG: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable HEART TO HEART CATERING: Returns to Chapter 11 Bankruptcy HOUSTON BLUEBONNET: Unsecureds Will Get 100% in 72 Months INFRASTRUCTURE AND ENERGY: Fitch Affirms 'B' IDR, Outlook Stable INLAND BOAT CLUB: Files Subchapter V Case to Recover Boats INLAND BOAT: U.S. Trustee Appoints Strong as Subchapter V Trustee INTERNATIONAL LAND: Incurs $1.5 Million Net Loss in First Quarter ION GEOPHYSICAL: Committee Taps AlixPartners as Financial Advisor ISABEL LLC: Isabel Pearl Restaurant & Property File for Chapter 11 ITC GRAIN: Voluntary Chapter 11 Case Summary JADE INVESTMENTS: Returns to Chapter 11 to Stop Trustee Sale JINZHENG GROUP: IMC Says Lien Survives Plan Confirmation JNF INVESTMENTS: Seeks to Hire Houston Law Firm as Counsel JORDAN RESTAURANT: Seeks Chapter 11 Bankruptcy Protection KW EXCAVATION: Seeks Cash Collateral Access KW EXCAVATION: UST Appoints Rothschild as Subchapter V Trustee LAUTERBACH LABORATORIES: Says UST's Plan Objection Premature LEGACY EDUCATION: Reveals Progress on Partnership With Cris Carter LOGOS INC: Seeks to Hire Weinblatt & Associates as Accountant MAJESTIC HILLS: Unsecureds, Township to Get Liquidation Proceeds MARY'S WOODS: Fitch Affirms 'BB' IDR, Outlook Stable MEGA-PHILADELPHIA LLC: Gets OK to Tap Radiotvlaw as Special Counsel MERION INC: Incurs $235K Net Loss in First Quarter MERISOL VILLAGES: Case Summary & Nine Unsecured Creditors MONSTER INVESTMENTS: Appointment of Chapter 11 Examiner Sought MONSTER INVESTMENTS: Taps Earl Castain of Ebon Aries as Sales Agent MOUNTAIN PROVINCE: Appoints Kelly Stark-Anderson as Director NORTH RICHLAND: Unsecureds to Get 9% to 10% in Subchapter V Plan O'CONNOR CONSTRUCTION: Unsecureds Owed $10M to Get $2.5M in Plan OLDSMAR JJ: Unsecured Creditors Out of Money in Sale Plan OWN VRP: Seeks to Hire Shuker & Dorris as Bankruptcy Counsel PHIO PHARMACEUTICALS: Incurs $2.6 Million Net Loss in First Quarter POLYMER INSTRUMENTATION: Says Plan Confirmable Under Sec. 1129(a) POST OAK TX: Gets More Time to File Chapter 11 Plan POST OAK TX: Wins Cash Collateral Access Thru June 29 PRITHVI INVESTMENTS: Seeks Access to Cash Collateral PROMETHEUS HEALTH: Ends Up in Chapter 11 Bankruptcy PROTONEX LLC: Unsecureds to Recover 2 Cents on Dollar in Plan PROVECTUS BIOPHARMACEUTICALS: Incurs $1M Net Loss in First Quarter REGIONAL HOUSING: Gets More Time to File Chapter 11 Plan REZDORA USA: Files Chapter 11 Bankruptcy Protection RR BUILDERS 2018: Files for Chapter 11 Pro Se, Then Seeks Dismissal SABINE STORAGE: Seeks Approval to Hire Tax Accountant SKILLZ INC: All Five Proposals Passed at Annual Meeting SOUTHGATE TOWN: Bid for Interim Cash Collateral Access Denied ST. JOHNS PROFESSIONAL: Wins Final Cash Collateral Access STADIUM BAR: Starts Chapter 11 Subchapter V Case STOHO ENTERPRISES: Albisus Say Motel's Plan Can't Be Confirmed STONEMOR INC: To Merge With Axar Capital Subsidiary SUSGLOBAL ENERGY: Incurs $2.9 Million Net Loss in First Quarter T-MOBILE US: Fitch Affirms BB+ Senior Unsecured Rating TAMPA SMOKE SHOP: Files Emergency Bid to Use Cash Collateral THE CANDY SPOON: Refiles Chapter 11 Case Under Subchapter V TOTAL ENERGY: Starts Chapter 11 Subchapter V Case TWO'S COMPANY: Plan Disclosures Misleading, US Trustee Says UDP LABS INC: Biometrics Startup Files Chapter 11 With $4.68M Debt V.N.D. LLC: Wins Cash Collateral Access Thru Sept 30 VPR BRANDS: Issues $250K Promissory Note to Daiagi WALDRIDGE PROPERTY: Files for Chapter 11 Without a Lawyer WC BRAKER: U.S. Trustee Appoints Ragan as Chapter 11 Trustee WESTBANK HOLDINGS: Files Bid to Use Cash Collateral WILSON COLLEGE: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ********* 4 RAVEN COURT: Returns to Chapter 11 Bankruptcy ----------------------------------------------- 4 Raven Court Corp has recently returned to chapter 11 bankruptcy, without stating a reason. 4 Raven Court filed the Chapter 11 case without counsel. In its bare-bones Chapter 11 petition, 4 Raven Court Corp. estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A teleconference meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 23, 2022 at 1:00 p.m. at Office of UST. The Debtor's Small Business Chapter 11 Plan and Disclosure Statement are due by Nov. 14, 2022. About 4 Raven Court Corp. 4 Raven Court Corp. is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 4 Raven Court Corp previously filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 19-23859) on Oct. 21, 2019. 4 Raven Court Corp. again filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-23859) on May 18, 2022. In the petition filed by Scott Forcivo, as president, 4 Raven Court estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The case has been assigned to Judge Sean H. Lane. 85 FLATBUSH: Fine-Tunes Plan; Confirmation Hearing June 30 ---------------------------------------------------------- TH Holdco, LLC, submitted a Second Amended Disclosure Statement describing Second Amended Plan for 5 Flatbush RHO Mezz LLC, et al. dated May 26, 2022. TH Holdco asserts that its Plan is better than the Debtors' Amended Plan and the Debtors' Original Plan, if pursued. With respect to the Debtors' Amended Plan, in TH Holdco's view, the TH Holdco Plan is better for, among other reasons, the following reasons: * TH Holdco asserts that the Debtors' Amended Plan will not meet the feasibility requirement for confirmation. -- For instance, the Agreed Final Cash Collateral Order agreed to by the Debtors on notice and an opportunity to object and entered by the Bankruptcy Court in March 2021 acknowledges in that Order that post-petition interest on the "Lender's claim will continue to accrue and additional charges pursuant to the Loan Documents. The extent to which the Lender Claim is a Secured Claim will be determined by the Court based on the value of the Lender's Collateral, and is subject to section 506(a) and (b) of the Bankruptcy Code, and to applicable non-bankruptcy law, provided, however, that the Debtor acknowledges and agrees that the Lender has a valid and enforceable lien on the Property." TH Holdco asserts that the Debtors' Amended Plan, however, is predicated on no post-petition interest being paid to TH Holdco. -- Furthermore, the Debtors' Amended Plan is subject to financing in the amount of $78 million. No financing commitment has been filed to date and if and when any such financing commitment is filed, TH Holdco asserts that it may be subject to material contingencies or delays in closing and there is no assurance that such financing will ultimately close. -- Furthermore, the Debtors' Amended Plan is subject to entry into a long-term agreement with the New York City Department of Homeless Services ("DHS") which has not been filed of public record nor approved by the Bankruptcy Court. -- Furthermore, the Debtors' Amended Plan is also contingent on an new value equity contribution of not less than $9,611,096. * If TH Holdco is the successful bidder, pursuant to its proposed plan, TH Holdco will pay Allowed General Unsecured Claims in Classes 6 (85 Flatbush RHO Hotel General Unsecured Claims) and 8 (85 Flatbush RHO Residential General Unsecured Claims) in full in Cash with interest. Unlike the Debtors' Amended Plan, TH Holdco is funding an initial distribution pool for those unsecured creditors of $1.25 million so there will be an immediate and substantial distribution to those unsecured creditors. The remaining amount will be paid with interest within 12 months of the Effective Date including by funding from TH Holdco's ownership if needed to make sure there is sufficient funds to make that payment which payment will be guaranteed by a credit worthy affiliate of Ohana. Moreover, the Mezz Lender asserts that TH Holdco's ability to pursue an Auction will ultimately be negated by a successful challenge under the parties' Intercreditor Agreement in the Adversary Proceeding. TH Holdco disagrees with the Mezz Lender's assertion and further asserts that the Mezz Lender continues to violate the Intercreditor Agreement. * Chapter 11 Administrative Expenses and Priority Claims to the extent ultimately Allowed need to be paid in order to meet the standards to confirm a Chapter 11 plan. TH Holdco's Plan provides additional cash consideration in addition to the TH Holdco Credit Bid in order to pay those expenses. TH Holdco asserts that the Debtors expected Plan Fund of $88,612,000.00 is not only insufficient to pay the TH Holdco's Secured Claim in full but is also not sufficient to pay priority tax claims and expected Chapter 11 administrative expenses. TH Holdco has not agreed to any funding or carve out from its lien on the Hotel Property and Residential Property or cash proceeds of its collateral to pay those Chapter 11 Administrative Expense or Priority Claims under the Debtors' Plan beyond what is set forth in the Agreed Final Cash Collateral Order. Therefore, TH Holdco asserts that the Debtors' Amended Plan is not feasible and does not meet other Chapter 11 confirmation standards. * The Debtors' Amended Plan provides for a distribution to Class 12 (the 85 Flatbush Mezz Claim) which the holder of the 85 Flatbush Mezz Claim is not entitled to receive or retain but rather that TH Holdco asserts belong to TH Holdco under the Intercreditor Agreement and otherwise violates TH Holdco's rights under the Intercreditor Agreement. Class 6 consists of General Unsecured Claims against 85 Flatbush RHO Hotel. Under the Plan, Class 6 85 Flatbush RHO Hotel General Unsecured Claims totaling $1,174,928. Each such holder shall receive Cash in an amount equal to the amount of the Allowed Claim, together with interest at the federal judgment rate as follows: (i) an initial Cash distribution on or about the Effective Date of such Claim's Pro Rata share of the $1.25 million TH Holdco Unsecured Claim Dedicated Fund, (ii) quarterly distributions thereafter of such Claim's Pro Rata share of 50% of the excess cash flow from operations of the Hotel Property and the Residential Property until such Claim is paid in full in Cash together with interest at the federal judgment rate on such Claim, and (iii) if any amounts remain unpaid on such Claim as of the 12 month anniversary of the Effective Date, a final Cash payment in an amount sufficient to pay the remaining unpaid amount of such Claim in full in Cash together with interest at the federal judgment rate on such Claim from the TH Holdco Unsecured Claim Additional Funding. Class 8 consists of General Unsecured Claims against 85 Flatbush RHO Residential. Class 8 85 Flatbush RHO Residential General Unsecured Claims total $204,815. Each such holder shall receive Cash in an amount equal to the amount of the Allowed Claim, together with interest at the federal judgment rate as follows: (i) an initial Cash distribution on or about the Effective Date of such Claim's Pro Rata share of the $1.25 million TH Holdco Unsecured Claim Dedicated Fund, (ii) quarterly distributions thereafter of such Claim's Pro Rata share of 50% of the excess cash flow from operations of the Hotel Property and the Residential Property until such Claim is paid in full in Cash together with interest at the federal judgment rate on such Claim, and (iii) if any amounts remain unpaid on such Claim as of the 12 month anniversary of the Effective Date, a final Cash payment in an amount sufficient to pay the remaining unpaid amount of such Claim in full in Cash together with interest at the federal judgment rate on such Claim from the TH Holdco Unsecured Claim Additional Funding. Class 13 consists of General Unsecured Claims against 85 Flatbush RHO Mezz. Class 13 85 Flatbush Mezz General Unsecured Claims total $171.59. Each holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of the remaining Cash from the Plan Fund up to the full amount of their Allowed Claim. If Class 13 Allowed Claims are de minimis, TH Holdco with additional funding from its direct or indirect owners may elect to pay such Claims in full on or about the Effective Date. Class 14 Insider General Unsecured Claims totaling $1,708,629. Each holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of the remaining Cash from the Plan Fund up to the full amount of their Allowed Claim. The Plan Fund shall be funded by (i) the TH Holdco Additional Consideration, (ii) the Sale Proceeds (if any), which shall be allocable to the Hotel Property and/or the Residential Property as set forth in the Purchase Agreement and (iii) the Debtors' Available Cash and shall be established upon the Closing Date. Creditor distributions to be made separate from or later than the Closing Date shall be made by the Disbursing Agent under the Plan. In addition, if TH Holdco acquires the Hotel Property and/or the Residential Property pursuant to the TH Holdco Credit Bid, TH Holdco shall fund the TH Holdco Unsecured Claim Dedicated Fund for the sole Pro Rata benefit of holders of Allowed General Unsecured Claims in Classes 6 and 8. TH Holdco shall also fund the remaining amounts sufficient to pay the Allowed Class 6 and Class 8 Unsecured Claims in full with interest as set forth in the treatment of those Classes from the TH Holdco Unsecured Claim Additional Fund. The Sale and Bid Procedures will provide for sufficient incremental bidding so that holders of Allowed General Unsecured Claims in Classes 6 and 8 will receive the same or greater treatment on account of their Allowed Claims, if a successful bidder other than TH Holdco acquires the Hotel Property and/or the Residential Property. The Bankruptcy Court has set June 30, 2022, at 10:00 a.m. as the date for a hearing on the confirmation of the Plan. The Bankruptcy Court has directed that on June 22, 2022, any objections to the Plan are required to be in writing and filed with the Bankruptcy Court, and a copy served upon the U.S. Trustee, counsel for TH Holdco and counsel for the Debtors. A full-text copy of the Second Amended Disclosure Statement dated May 26, 2022, is available at https://bit.ly/3PP1pHL from PacerMonitor.com at no charge. Counsel to the TH Holdco LLC: Lauren Macksoud, Esq. Sarah M. Schrag, Esq. DENTONS US LLP 1221 Avenue of the Americas, 25th Floor New York, New York 10020 Telephone: (212) 768-6700 Facsimile: (212) 768-6800 Email: lauren.macksoud@dentons.com sarah.schrag@dentons.com Robert Richards, Esq. DENTONS US LLP 233 S. Wacker Drive, Suite 5900 Chicago, IL 60606 Telephone: (312) 876-8000 Facsimile: (312) 876-7934 Email: robert.richards@dentons.com About 85 Flatbush RHO Mezz 85 Flatbush RHO Mezz LLC is the 100% owner of 85 Flatbush RHO Hotel LLC and 85 Flatbush RHO Residential LLC. RHO Hotel and RHO Residential collectively own the property located at 85 Flatbush Extension, Brooklyn, N.Y. The property is a 132,641-square-foot, 12-story, mixed use property consisting of a 174-room boutique hotel on the first six floors known as the Tillary Hotel Brooklyn, a 58,652-square-foot 64-unit luxury multi-family building and a 5,642-square-foot parking garage. The residential component of the property has nine studios, 26 one-bedroom units and 29 two-bedroom units. 85 Flatbush RHO Mezz and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-23280) on Dec. 18, 2020. In its petition, 85 Flatbush RHO Mezz disclosed between $50 million and $100 million in both assets and liabilities. Judge Robert D. Drain oversees the cases. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the Debtor's legal counsel. 96 WYTHE: Stephen Gray Named Chapter 11 Trustee ----------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York approved the United States Trustee's appointment of Stephen S. Gray as Chapter 11 trustee in the bankruptcy case of 96 Wythe Acquisition, LLC. The Chapter 11 Trustee may be reached at: Stephen S. Gray, Esq. Gray & Company LLC 207 Union Wharf Boston, MA 02109 Telephone: (617) 875-6404 Judge Drain previously granted the motions of Benefit Street Partners Realty Operating Partnership, L.P. and the U.S. Trustee for the appointment of a Chapter 11 Trustee in the Debtor's case. Judge Drain authorized and directed the U.S. Trustee to appoint a Chapter 11 Trustee with all the rights, powers and duties authorized under Section 1106 of the Bankruptcy Code, including, but not limited to, operating the Debtor's hotel in the ordinary course of its business in connection with carrying out a Chapter 11 trustee's duties under the Bankruptcy Code. As a condition to the Debtor's continued use of cash collateral of Benefit Street, (1) no transfer, removal or other disposition of any asset of the Debtor's bankruptcy estate, including but not limited to personal property, equipment and books and records, located at, or otherwise used in connection with, the Debtor's hotel, may be made outside the ordinary course of the Debtor's business, and (2) no transfer, removal or other disposition of any asset of the estate (or in which the estate has any interest), including, but not limited to any cash held by the Debtor and by The Williamsburg Hotel BK LLC, the management company, shall be made to Toby Moskovits, Michael Lichtenstein, or any of their respective family members or affiliated entities, or any other insiders of the Debtor. For an absence of doubt, pending a new agreement on the use of cash collateral to be negotiated with Benefit Street or ordered by the Court, the Chapter 11 trustee may use the cash collateral of Benefit Street consistent with cash collateral orders entered by this Court, including the Tenth Interim Order for Use of Cash Collateral entered by the Court on March 8, 2022, subject to restrictions on non-ordinary-course transfers and transfers to Insiders otherwise set forth in this Order. A copy of the order is available for free at https://bit.ly/3POAyvt from PacerMonitor.com. About 96 Wythe Acquisition 96 Wythe Acquisition, LLC operates the Williamsburg Hotel, an eight-story hotel located at 96 Wythe Ave., Brooklyn. 96 Wythe Acquisition sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 1-22108) on Feb. 23, 2021, disclosing zero assets and $79,990,206 in liabilities. CRO David Goldwasser signed the petition. Judge Robert D. Drain oversees the case. The Debtor tapped Backenroth Frankel & Krinsky, LLP and Mayer Brown, LLP as bankruptcy counsel, and Fern Flomenhaft, PLLC as insurance counsel. Getzler Henrich & Associates, LLC and Hilco Real Estate, LLC, serve as the Debtor's financial advisors. B. Riley Advisory Services, is the litigation support consultant. ADVANCE TRANSPORTATION: Unsecureds Owed $5K+ to Get 10.94% Dividend ------------------------------------------------------------------- Advance Transportation Services Incorporated and ATSI, Inc. filed with the U.S. Bankruptcy Court for the Western District of Texas a Subchapter V Plan of Reorganization dated May 26, 2022. Advance Transportation was formed on September 5, 2019, with the intention of taking over the business operations of a Wyoming corporation called ATSI, Inc. whose registered agent Abraham Wardy resided at 12308 Red Sun Dr., El Paso, Texas 79938. The Debtor has continued in business using its older leased trailers, as well as hiring some owner-operators – drivers who own their own tractors and drive as independent contractors to haul ATSI's trailers. Current demand for trucking services is strong. If it stays that way, a reorganization should be feasible. Class 5 consists of the Administrative Convenience Class. The Trustee shall pay the claims of any general unsecured creditors under $5,000.00 a total dividend of 25% of their allowed amounts, in two equal payments on the 70th and 140th days after confirmation effective date. Each payment to the pool shall be $1,619.14, and the payments shall be divided pro rata. The class members are Loan Builder, scheduled for $4,627, Swift Financial, claim filed for $4,626.16, and World Global Capital, scheduled for $3,700. The class 5 creditors are impaired. Class 6 consists of general unsecured claims filed or scheduled in amounts of $5,000.00 or more. These claims shall be paid pro rata in a pool that is to grow to $100,000 as the Debtor contributes to it in 50 monthly payments of $2,000 each. There are $913,905.94 in filed or scheduled claims within the Class 6 pool. The dividend to the class is 10.94%. Distribution is to be made pro rata. The class 6 creditors are impaired. Class 7 consists of Equity security holder. The equity security holder in both corporations is Abraham Wardy. He shall retain his stock in the Texas corporation and use his stock in the Wyoming corporation to dissolve the Wyoming corporation, the stock shall be canceled. The Wyoming corporation has no present business and is to undertake no new business after confirmation effective date. The plan provides that all of the projected disposable income of the debtor to be received in the 3-year period, or such longer period not to exceed 5 years as the court may fix, beginning on the date that the first payment is due under the plan will be applied to make payments under the plan. A full-text copy of the Subchapter V Plan dated May 26, 2022, is available at https://bit.ly/3x58qMi from PacerMonitor.com at no charge. Attorney for the Debtor: E.P. Bud Kirk, Esq. Law Office of E.P. Bud Kirk 600 Sunland Park Drive, Suite 400 El Paso, TX 79912 Tel: (915) 584-3773 Fax: (915) 581-3452 Email: budkirk@aol.com About Advance Transportation Services Advance Transportation Services, Inc., filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 21-30906) on Nov. 30, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Judge H. Christopher Mott presides over the case. The Law Office of E.P. Bud Kirk is the Debtor's legal counsel. ADVANCED CONTAINER: Incurs $173K Net Loss in First Quarter ---------------------------------------------------------- Advanced Container Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $173,117 on $926,148 of revenues for the quarter ended March 31, 2022, compared to a net loss of $296,973 on $1.87 million of revenues for the quarter ended March 31, 2021. As of March 31, 2022, the Company had $3.87 million in total assets, $1.91 million in total current liabilities, and $1.96 million in total stockholders' equity. As of March 31, 2022, the Company had $117,478 in cash and accounts receivable of $210,462. As of March 31, 2022, and Dec. 31, 2021, the Company had negative working capital of $967,003 and $1,073,722, respectively. As of March 31, 2022, the Company had no commitments for capital expenditures. As of March 31, 2022, the Company had inventory of approximately 102,000 Medtainer units, approximately 87,771 units of other products and one GrowPod. In addition to the Cares Loan, the Company received $10,000 from sales of shares of Common Stock to individuals during the year ended Dec. 31, 2020, and received $615,000 from sales of Common Stock to individuals during 2021; it has received $210,000 from such sales in 2022. The Company believes that it will require approximately $765,000 in additional funding for the next 12 months, including approximately $600,000 to repay loans and interest that are past due, assuming that the Company's operating loss remains at the same level and that it does not acquire the assets of GP, as it announced it may on Feb. 28, 2022; if it does consummate this acquisition, the Company believes that it would require approximately $2,300,000 in additional funding for the next 12 months, owing to increased expenses associated with operating and integrating the acquired business. The Company is seeking extensions of its overdue loans, and if it is successful in doing so, the amount of such funding will be reduced, but no assurance can be given as to the extent to which it will be successful. The Company plans to fund its activities principally through the sale of debt or equity securities to private investors. There is no assurance that such funding will be available on acceptable terms or available at all. If the Company is unable to raise sufficient funds when required or on acceptable terms, it may have to reduce its operations significantly or discontinue them. To the extent that funds are raised by issuing equity securities or securities that are convertible into the Company's equity securities, its stockholders may experience significant dilution. Advanced Container Technologies had no material commitments for capital expenditures as of March 31, 2022, or as of the date of this report. The Company intends to devote its manpower and capital resources to increasing revenues while working to reduce the cost of goods sold and operating expenses. Doing so depends on the successful execution of its operating plan, which includes increasing sales of existing products, introducing additional products and services, controlling cost of goods sold and operating expenses, negotiating extensions of existing loans, raising either debt or equity financing and, if the GP Acquisition were consummated, integrating the related business into the Company. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1096950/000168316822003867/advanced_i10q-033122.htm About Advanced Container Corona, Calif.-based Advanced Container Technologies, Inc. --www.advancedcontainertechnologies.com -- markets and sells two principal products: (i) GrowPods, which are specially modified insulated shipping containers manufactured by GP Solutions, Inc., in which plants, herbs and spices may be grown hydroponically in a controlled environment and (ii) Medtainers, which may be used to store pharmaceuticals, herbs, teas and other solids or liquids and can grind solids and shred herbs. Advanced Container reported a net loss of $845,056 for the year ended Dec. 31, 2021, compared to a net loss of $579,031 for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $4.02 million in total assets, $2.10 million in total liabilities, and $1.93 million in total stockholders' equity. Irvine, California-based Haskell & White LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has a working capital deficit, continued operating losses since inception, and has notes payable that are currently in default. These matters raise substantial doubt about the Company's ability to continue as a going concern. ADVISOR GROUP: Fitch Affirms 'B-' LongTerm IDR Amid Infinex Deal ---------------------------------------------------------------- Fitch Ratings has affirmed Advisor Group Holdings, Inc.'s (Advisor Group) Long-term Issuer Default Rating (IDR) at 'B-', senior secured debt rating at 'B'/'RR3' and senior unsecured debt rating at 'CCC'/'RR6'. The Rating Outlook is Stable. On May 19, 2022, Advisor Group announced a definitive agreement to acquire Infinex Financial Holdings, Inc. (Infinex), a privately-held broker-dealer focused on the financial institutions channel. Infinex would add approximately $30 billion in client assets and is expected to operate under its own brand and leadership team. The transaction is expected to close in 3Q22. KEY RATING DRIVERS IDR and Senior Debt The rating affirmation reflects Fitch's belief that the Infinex transaction will not materially alter the firm's leverage (gross debt to EBITDA, adjusted for non-cash and non-recurring items) or interest coverage metrics, which amounted to 6x and 2.6x on a trailing 12 month basis (TTM) through March 31, 2022, respectively. The rating affirmation also reflects Advisor Group's improving scale as one of the largest independent financial advisors in the U.S.; cash-generative business model; a relatively flexible cost base, which should help cushion revenue declines in downward market environments; and high advisor retention rates. The ratings are constrained by relatively high leverage levels and weaker interest coverage, low margins and the highly competitive environment associated with the independent broker-dealer and registered investment advisor (Hybrid RIA) business model. Additional rating constraints include Advisor Group's private equity ownership, which introduces a degree of uncertainty over the company's future financial policies and a potential for more opportunistic growth strategies. Advisor Group's leverage was 6x for the TTM ended 1Q22, which is down from 6.8x at Dec. 31st, 2021 (YE21). Fitch expects the firm's profitability to improve, as net interest income (NII) on cash balances held in sweep accounts benefit from rising interest rates, which is expected to offset equity price declines. This should lead to continued de-leveraging, particularly if management executes on planned synergies. Fitch would view a reduction in firm leverage favorably. Interest coverage amounted to 2.6x at 1Q22, which is consistent with Fitch's 'b and below' category benchmark range of below 3.0x for securities firms with low balance sheet usage. Fitch expects interest coverage to remain relatively stable as higher funding costs from floating rate debt will be offset by an increase in NII. The Stable Outlook reflects the firm's improving scale and organic expansion, which over time should aid a reduction in cash flow leverage and improvement in interest coverage. Advisor Group's senior secured debt rating is one notch above the Long-Term IDR and reflects Fitch's view of above average recovery prospects under a stress scenario. The senior unsecured rating is two notches below the IDR and reflects structural subordination and poor recovery prospects under a stress scenario. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- An ability to reduce and sustain leverage at-or-below 5.5x; -- A sustained increase in interest coverage above 2.5x; -- A sustained increase in the EBITDA margin above 10%: -- Consistently positive asset under management flows and the continuing shift of assets onto the advisory platform; -- Maintenance of an adequate liquidity profile; and/or -- A decrease in management turnover. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Deterioration in operating results that prevent Advisor Group from maintaining leverage at-or-below 7.0x; -- Deterioration of the liquidity profile and/or a reduction in interest coverage below 2.0x; -- Sustained operational losses and a reduction in the EBITDA margin below 5%; -- A material decline in advisor and asset retention rates; and/or -- A material increase in balance sheet-intensive activities. The secured and unsecured debt ratings are primarily sensitive to changes in Advisor Group's IDR and secondarily to recovery prospects for each class of debt under a stress scenario. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. ESG CONSIDERATIONS Advisor Group Holdings, Inc. has an ESG Relevance Score of '4' for Governance Structure due to Private Equity ownership which could result in more opportunistic financial policies and higher leverage tolerance which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING RECOVERY PRIOR ---- ------ -------- ----- Advisor Group Holdings, Inc. LT IDR B- Affirmed B- senior unsecured LT CCC Affirmed RR6 CCC senior secured LT B Affirmed RR3 B AFFORDABLE HOUSING: Case Dismissed After One Day ------------------------------------------------ Affordable Housing Foundation Inc. filed for chapter 11 protection in the District of Maryland. According to court filings, Affordable Housing Foundation estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. Affordable Housing filed its Chapter 11 petition on May 19. On the following day, the Court entered an order dismissing the case. Because the Debtor is not an individual and is not represented by an attorney who is a member of the bar of the District Court, the filing fails to comply with Local Bankruptcy Rule 1002−1. About Affordable Housing Foundation Affordable Housing Foundation Inc. creates safe, comfortable, high-quality, affordable homes that enrich the lives of residents and add stability to the surrounding community. Affordable Housing Foundation Inc. sought protection under Chapter 11 under U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-12693) on May 19, 2022. In the petition filed by Raymond Roman, as president and authorized representative, Affordable Housing Foundation estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. AIKIDO PHARMA: All Four Proposals Passed at Annual Meeting ---------------------------------------------------------- AIkido Pharma Inc. held its annual meeting of stockholders at which the stockholders: (i) elected Anthony Hayes and Robert Dudley to serve as Class II directors of the Company; (ii) ratified the appointment of WithumSmith + Brown PC as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2022; (iii) approved, on a non-binding, advisory basis, the Company's executive compensation; and (iv) approved a proposal to amend the Company's amended and restated certificate of incorporation to effect a reverse stock split of the Company's common stock with the exact ratio to be determined at the sole discretion of the Board of Directors without further approval or authorization of the stockholders. About AIkido Pharma Headquartered in New York, NY, AIkido Pharma Inc. fka Spherix Incorporated -- http://www.spherix.com-- was initially formed in 1967 and is currently a biotechnology company seeking to develop small-molecule anti-cancer therapeutics. The Company's activities generally include the acquisition and development of technology through internal or external research and development. In addition, the Company seeks to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. The Company may alone, or in conjunction with others, develop products and processes associated with technology development. Recently, the Company has invested in and helped develop technology with Hoth Therapeutics, Inc., DatChat, Inc. and with its recent asset acquisition with CBM BioPharma, Inc. in December 2019. Aikido reported a net loss of $7.17 million for the year ended Dec. 31, 2021, compared to a net loss of $12.34 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $117.95 million in total assets, $895,000 in total liabilities, $11 million in Series O redeemable convertible preferred stock, $11 million in Series P redeemable convertible preferred stock, and $95.05 million in total stockholders' equity. ALARBESH / FERNANDEZ LLC: Files for Chapter 11 Pro Se ----------------------------------------------------- Alarbesh / Fernandez LLC filed for chapter 11 protection without a lawyer. According to court documents, Alarbesh/Fernandez LLC estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 13, 2022 at 10:00 A.M. About Alarbesh/Fernandez LLC Alarbesh / Fernandez LLC is a California-based domestic liability company. Alarbesh / Fernandez LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-40472) on May 17, 2022. In the petition filed by Moad Alarbesh, as managing member, Alarbesh/Fernandez estimated assets between $1 million and $10 million and liabilities between $1 million and $10 million. The case is assigned to Honorable Bankruptcy Judge Charles Novack. ALLEN & HANDY: Files for Chapter 11 to Stop Foreclosure ------------------------------------------------------- Allen & Handy Investments LLC filed for chapter 11 protection in the District of Massachusetts. The Debtor owns a three-unit residential property known and numbered as 84 Esmond Street, Dorchester, Massachusetts (the "Property"). Based on a recent appraisal, the Property is estimated to be worth $1,040,000. On July 18, 2018, the Debtor, to fund capital improvements to the Property, gave a mortgage to Stonington Capital LLC (the "Lienholder") in the face amount of $575,000. The Lender holds an interest in rents. The promissory note has matured and the Lender pursued its power of sale rights under the Mortgage. The Debtor filed the Chapter 11 case on the eve of foreclosure. The Debtor has been actively pursuing refinance efforts with a more traditional lender terms. The Debtor believes it is a month or so away with a refinance. Alternatively, the Debtor will sell the Property. According to court documents, Allen & Handy Investments estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 15, 2022 at 11:00 a.m. About Allen & Handy Investments Allen & Handy Investments LLC owns a three-unit residential property known and numbered as 84 Esmond Street, Dorchester, Massachusetts. Based on a 2022 appraisal, the property is estimated to be worth $1,040,000. Allen & Handy Investments sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-10681) on May 17, 2022. In the petition signed by Peter Handy, manager, the Debtor disclosed up to $1 million in both assets and liabilities. The case is assigned to Honorable Bankruptcy Judge Janet E. Bostwick. Michael Van Dam, Esq., at Van Dam Law LLP, is the Debtor's counsel. ALLIANCE MECHANICAL: Files Chapter 11 Subchapter V Case ------------------------------------------------------- Alliance Mechanical LLC filed for bankruptcy protection under Subchapter V of Chapter 11 of the Bankruptcy Code in the Western District of Oklahoma. According to court documents, Alliance Mechanical estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 21, 2022 at 1:30 p.m. About Alliance Mechanical Alliance Mechanical LLC -- http://www.alliancemech.com/-- offers expert service, installation, and maintenance for all your commercial and industrial HVAC equipment. Alliance Mechanical filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-11002) on May 16, 2022. In the petition filed by Keith Trout, Jr., as president, Alliance Mechanical estimated assets between $50,000 and $100,000 and estimated liabilities between $100,000 and $500,000. The caee is overseen by Honorable Chief Bankruptcy Judge Sarah A. Hall. Gary D. Hammond is the Debtor's counsel. Jeffrey Tate has been appointed as Subchapter V trustee. ALLIED ESPORTS: Swings to $62.9 Million Net Income in 2021 ---------------------------------------------------------- Allied Esports Entertainment, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income of $62.87 million on $4.96 million of total revenues for the year ended Dec. 31, 2021, compared to a net loss of $45.06 million on $3.21 million of total revenues for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $105.80 million in total assets, $7.16 million in total liabilities, and $98.65 million in total stockholders' equity. As of Dec. 31, 2021, the Company had cash of $92.9 million (not including approximately $5 million of restricted cash) and working capital from continuing operations of approximately $89.0 million. For the years ended Dec. 31, 2021 and 2020, the Company incurred net losses from continuing operations of approximately $15.1 million and $45.8 million, respectively, and used cash in continuing operations of approximately $10.1 million and $5.2 million, respectively. Further, convertible debt and bridge note obligations in the aggregate gross principal amount of $3.4 million that were scheduled to mature on Feb. 23, 2022 but were paid upon the closing of the sale of WPT on July 12, 2021. Cash requirements for the Company's current liabilities include approximately $5.1 million for accounts payable and accrued expenses. Cash requirements for non-current liabilities include approximately $1.9 million for lease payments. The Company intends to meet these cash requirements form its current cash balance. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1708341/000121390022029764/f10k2021_alliedesports.htm Allied Esports Headquartered in Irvine, California, Allied Esports Entertainment, Inc. -- http://www.alliedesportsent.com-- operates a public esports and entertainment company, consisting of the Allied Esports and World Poker Tour businesses. * * * This concludes the Troubled Company Reporter's coverage of Allied Esports until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. BABY BLUE: Seeks to Hire Michael A. King as Bankruptcy Counsel -------------------------------------------------------------- Baby Blue of Junction, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Michael King, Esq., an attorney practicing in Brooklyn, N.Y., to handle its Chapter 11 case. Mr. King will render these legal services: (a) assist and advise the Debtor relative to the administration of this proceeding; (b) advise the Debtor regarding its powers and duties in the continued management and operation of its business and property; (c) represent the Debtor before the bankruptcy court and advise the Debtor on pending litigation, hearings, motions, and decisions of the court; (d) review and advise the Debtor regarding applications, orders, and motions filed with the bankruptcy court by third parties in this proceeding; (e) attend meetings conducted pursuant to section 341(a) of the Bankruptcy Code and represent the Debtor at all examinations; (f) communicate with creditors and other parties-in-interest; (g) prepare legal papers; (h) confer with other professionals retained by the Debtor and other parties-in-interest; (i) negotiate and prepare the Debtor's Chapter 11 plan, related disclosure statement, and all related agreements and documents and take any necessary actions on the Debtor's behalf to obtain confirmation of the plan; and (j) perform all other necessary legal services and provide all other necessary legal advice to Debtor in connection with this Chapter 11 case. The attorney will be paid at his hourly rate of $300. Mr. King disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Michael A. King, Esq. 41 Schermerhorn Street, Suite 228 Brooklyn, NY 11201 Telephone: (646) 824-9710 Email: Romeo1860@aol.com About Baby Blue of Junction Baby Blue of Junction, LLC filed a voluntary petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40551) on March 21, 2022, listing under $1 million in both assets and liabilities. Salvatore LaMonica, Esq., serves as Subchapter V trustee. Judge Elizabeth S. Stong oversees the case. Michael A. King, Esq., serves as the Debtor's counsel. BAPA BROOKLYN: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: BAPA Brooklyn 2004, LLC 12516 Ocean Spray Drive Frisco, TX 75034 Chapter 11 Petition Date: May 31, 2022 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 22-40672 Debtor's Counsel: Kim T. Cole, Esq. K COLE LAW, PLLC 11450 US Highway 380, Suite 130-189 Crossroads, TX 76227 Tel: 214-702-2551 E-mail: kcole@kcolelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: Unknown The petition was signed by Jonathan Blount as managing member. 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 PacerMonitor.com at: https://www.pacermonitor.com/view/EKIHRAY/BAPA_Brooklyn_2004_LLC__txebke-22-40672__0001.0.pdf?mcid=tGE4TAMA BETTER 4 YOU BREAKFAST: Court OKs Deal on Cash Collateral Access ---------------------------------------------------------------- The U.S. Bankruptcy Court Central District of California has approved a Fifth Extension Stipulation filed by Better 4 You Breakfast, Inc. and Valley National Bank, successor by merger to Bank Leumi USA. The parties agreed that the Debtor is authorized to continue using cash collateral on an interim basis for the period commencing as of May 23, 2022, through and including July 3, 2022, in the amounts and at the times specified in, and strictly in compliance with, the revised budget. An immediate and continuing need exists for the Debtor to use cash collateral to preserve the Debtor's assets, business, and property, or the disposition thereof, and is in the best interests of the Debtor's estate. Valley National Bank remains entitled to the adequate protection set forth in the Interim Orders, including, but not limited to, the Replacement Liens, pursuant to sections 361 and 363 of the Bankruptcy Code, and super-priority claims, pursuant to section 507(b) of the Bankruptcy Code, to the extent of any diminution in value of Valley's interests in the Pre-Petition Collateral. A copy of the stipulation and the Debtor's budget for the period from May 23 to July 3, 2022 is available at https://bit.ly/3NHR7Yj from PacerMonitor.com. A copy of the order and the Debtor's six-week budget for the period from May 23 to July 3 is available at https://bit.ly/3NHVpPm from PacerMonitor.com. The budget provides for total operating disbursements, on a weekly basis, as follows: $1,738,000 for the week ending May 29, 2022; $1,423,000 for the week ending June 5, 2022; $1,452,000 for the week ending June 12, 2022; $1,062,000 for the week ending June 19, 2022; $1,259,000 for the week ending June 26, 2022; and $1,230,000 for the week ending July 3, 2022. About Better 4 You Breakfast Better 4 You Breakfast, Inc. is a school meal vendor based in Los Angeles, Calif. Better 4 You Breakfast sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10994) on Feb. 24, 2022, listing as much as $50 million in both assets and liabilities. Fernando Castillo, president, signed the petition. Judge Sheri Bluebond oversees the case. Daniel A. Tilem, Esq., at the Law Offices of David A. Tilem and James Wong, a principal at Armory Consulting Co., serve as the Debtor's legal counsel and chief restructuring officer, respectively. The U.S. Trustee for Region 16 appointed an official committee of unsecured creditors on April 18, 2022. The committee is represented by Brinkman Law Group, PC. BRIDGEVIEW, IL: Fitch Affirms 'BB+' IDR & Alters Outlook to Pos. ---------------------------------------------------------------- Fitch Ratings has affirmed the rating on the following Village of Bridgeview, IL (the village) general obligations (GO) at 'BB+': -- GO bonds series 2013A; -- GO refunding bonds series 2014A; -- Issuer Default Rating (IDR). Fitch has revised the Rating Outlook to Positive from Stable on the GOs and IDR. In addition, Fitch has affirmed the rating on the following Bridgeview Finance Corporation, IL (the corporation) bonds at 'BBB+': -- Sales tax securitized bonds series 2017A; -- Sales tax securitized bonds series 2017B. The Rating Outlook on the sales tax bonds is Stable. SECURITY The GO bonds are a general obligation of the village, payable from an ad valorem tax on all taxable property without limitation as to rate or amount. The sales tax securitization bonds have a first lien on the state-collected portion of the village's home rule sales tax and local share of the statewide sales tax, net of an administrative fee imposed by the state. ANALYTICAL CONCLUSION The revision of the Outlook to Positive from Stable on the IDR and GO bonds reflects some improvement in the village's high long-term liability burden as a percentage of personal income as the tax base has grown and debt has been amortized. The Outlook revision is also driven by improvements in the village's financial resilience as reserves have improved. Management has reduced its reliance on non-recurring revenue actions to close budget gaps over the past two years. Continued trends of structurally balanced budgets could lead to an upgrade of the rating. The 'BB+' rating reflects the still high debt burden, expectations for stagnant revenue growth, and limited expenditure flexibility. The village has a high degree of independent legal ability to raise operating revenues due to its home rule status. Fitch considers the village's tax base concentration to be an asymmetric risk. DEDICATED TAX ANALYTICAL CONCLUSION The 'BBB+' ratings on the corporation' sales tax securitized bonds are based on a dedicated tax bond analysis, a bond structure involving a perfected first lien security interest in the sales tax revenues, and a legal structure that meets Fitch's criteria for rating the bonds as a true sale of assets. The structural features of the bonds allow the rating to be up to six notches above the village's IDR. The rating reflects expectations for stagnant revenue growth, strong resilience to economic declines, and a highly concentrated revenue base, which Fitch considers to be an asymmetric risk. Economic Resource Base Bridgeview is located 13 miles southwest of downtown Chicago and has an estimated population of around 17,000. Residential properties make up less than half of the tax base. KEY RATING DRIVERS Revenue Framework: 'a' Fitch expects that general fund revenue growth will be below the rate of inflation given the slow population growth trends. The village has a high degree of independent legal ability to increase revenues as a home rule municipality. Expenditure Framework: 'bbb' The natural pace of expenditure growth is expected to be well above that of revenue growth, and the village has limited ability to adjust expenditures due to its high carrying costs. Long-Term Liability Burden: 'bbb' The village's long-term liability burden, including the net pension liability and overall debt, is high relative to the resource base. Operating Performance: 'bbb' Fitch believes that the village has strong gap-closing capacity, although operations could become challenged in a downturn. The village has made budget management decisions in the past that have increased fixed carrying costs and the long-term liability burden, including issuing GO bonds for construction of the stadium, which was home to the Chicago Fire of Major League Soccer until 2019. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: For the IDR and GO bonds: -- Continued trajectory of declines in the very high long-term liability burden; -- Improvements in expenditure flexibility due to a reduction in fixed carrying costs; -- Maintenance of improved reserves and elimination of non- recurring sources to manage through economic cycles. For the finance corporation bonds: -- Sustained improvement in debt service coverage by sales tax revenues that leads to a significantly stronger assessment of resilience to revenue declines. Factors that could, individually or collectively, lead to a negative rating action/downgrade: For the IDR and GO bonds: -- Sustained declines in revenues that weaken Fitch's assessment of growth prospects for revenues; -- Increases in carrying costs that lead to reduced expenditure flexibility; -- Inability to continue to maintain structurally balanced budgets, without the use of nonrecurring revenue, that leads to erosion of the reserve levels to a level that no longer supports Fitch's current financial resilience assessment. For the finance corporation bonds: -- Large and sustained sales tax revenue declines that leads to a weakened level of financial resilience. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CURRENT DEVELOPMENTS The Chicago Fire of Major League Soccer (the Fire) terminated its lease to play at the stadium for which the village had issued debt to build in 2019 after 13 years. Under the agreement between the village and the Fire, the village received $10 million upfront in 2019 and will receive another $3.6 million per year through calendar 2033, $2.6 million in calendar 2034, and annual installments of $558,823 in 2035-2037. The Fire has also paid the village $5 million for construction and maintenance of stadium facilities ($1 million in 2019 and $4 million in 2020), which the village spent in 2021. Additionally, the Fire has guaranteed half of the $7.5 million naming rights revenue to be paid out through 2028, which has been terminated by SeatGeek. This left the village with around $250 million in debt remaining including the stadium bonds. The 2019 upfront payment of $10 million provided the village with a large cushion against potential revenue declines. It also provided some breathing room to gradually increase its property tax levy and reduced its reliance on one-time revenue as the village managed to regain structural budgetary balance. In 2021, the village had balanced the budget with an $800,000 land sale but did not have to complete the sale due to revenue increases from recurring revenue streams, such as sales, property, and income taxes. Based on preliminary financial results, the village will draw down $4.6 million of general fund reserves, largely due to spending $5.6 million on stadium renovations. That expenditure includes $5 million that it had received from the Fire that was required to be used for that purpose. The village would have had a surplus of $1 million if not for that one-time capital expenditure. In 2022, the village increased the property tax levy by $150,000 and budgeted expenditures lower than 2021 preliminary results. This enabled management to balance the budget without the use of one-time revenues. The village was allocated $2.2 million in American Rescue Plan Act funds and used $1.1 million to repay the general fund advances in 2020 and 2021 to the stadium fund under the revenue loss provision. Management is reviewing potential uses for the remaining $1.1 million. Starting in 2022, the village has budgeted break-even stadium operations as the number of live events in the stadium have been increasing. The village has provided Fitch with a plan to continue to fund its high debt service costs with recurring revenue through maturity in 2044. This plan includes two more property tax increases in 2023 ($330,000) and 2026 ($350,000). The plan also includes setting aside $5 million from the Fire's upfront termination payment in a stabilization fund for future contingencies and to help repay debt in the final years of maturity. DEDICATED TAX BOND KEY RATING DRIVERS Stagnant Growth Prospects: Pledged sales tax revenues are expected to grow at a rate slower than inflation given the slow population growth trends. Strong Financial Resilience: The corporation's sales tax revenue bonds are resilient to Fitch's modeled revenue decline and to a recurrence of the largest historical revenue decline. Concentrated Sales Tax Revenue Base: The top 10 sales tax generators account for approximately 50% of sales tax revenue, which introduces a high degree of concentration risk. The village sold all right, title and interest in the pledged revenues to the corporation, a limited purpose entity. The state will direct all pledged sales tax revenues to the trustee for benefit of corporation bondholders, and the residual will flow to the village for any lawful purpose. CREDIT PROFILE Pledged revenues include the portion of the village's home rule sales taxes that are collected by the state as well as its local share of state sales taxes. The pledged home rule sales tax comprises two separate taxes: a 1.0% Home Rule Municipal Retailers' Occupation Tax on gross receipts from sales of tangible personal property by retailers in the village and a 1.0% Home Rule Municipal Service Occupation Tax on tangible personal property purchased from a service provider. There is no legal limit to the rate the village may impose for these. The pledged local share sales tax revenues comprise two separate taxes: the Illinois Retailers' Occupation Tax (village portion is currently equivalent to 1% of sales within the village), Illinois Service Occupation Tax (village portion is currently equivalent to 1% of sales within the village). Any changes to the tax rates or allocation of local share sales tax revenues would require action by the Illinois General Assembly. The Illinois Retailers' Occupation Tax and the Illinois Service Occupation Tax are not subject to appropriation. Some of the pledged revenues collected by the state are net of an administrative fee imposed by the state. Fitch expects pledged revenue growth to be below the rate of inflation over the medium to long term due to slow population growth trends and limited economic growth prospects in the village. Management reports that 2021 sales tax revenue was up almost 6% compared to 2020 levels, reflecting economic recovery from the pandemic related economic downturn. To evaluate the sensitivity of the dedicated revenue stream to cyclical decline, Fitch considers both revenue sensitivity results (using a 1% decline in a national GDP scenario) and the largest decline in revenues over the period covered by the revenue sensitivity analysis. Based on the village's pledged sales tax revenue history through 2020, FAST generates a 3.6% scenario decline in pledged revenues. The largest historical actual cumulative decline in revenues during the review period was 22%, between fiscal years 2007 and 2010. Pledged revenues could withstand a 64% decline before they were insufficient to fully cover debt service based on MADS coverage of 2.8x. This is 18x the recessionary impact estimated in Fitch's FAST scenario and approximately 3x largest actual historical cumulative decline. Fitch considers this to be in line with a 'aa' level of resiliency. No additional parity borrowing is anticipated as the lien is closed. In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING PRIOR ---- ------ ----- Bridgeview Village LT IDR BB+ Affirmed BB+ (IL) [General Government] Bridgeview Finance Corporation (IL) /Sales Tax Revenues/1 LT LT BBB+ Affirmed BBB+ Bridgeview Village (IL) /General Obligation - Unlimited Tax/1 LT LT BB+ Affirmed BB+ BRIGHT MOUNTAIN: Amends Credit Pact to Obtain $500K Additional Loan ------------------------------------------------------------------- Bright Mountain Media, Inc. and its subsidiaries, CL Media Holdings LLC, Bright Mountain Media, Inc., and Bright Mountain LLC, MediaHouse, Inc., entered into the Thirteenth Amendment to Amended and Restated Senior Secured Credit Agreement with Centre Lane Partners Master Credit Fund II, L.P., as administrative agent and collateral agent. The Credit Agreement was amended to provide for an additional loan amount of $500,000. This term loan matures on June 30, 2023. As of May 10, 2022, the term loan principal amount was $2 million. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is an end-to-end digital media and advertising services platform, efficiently connecting brands with targeted consumer demographics. In addition to its corporate website, the Company owns and/or manages 24 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. The Company also owns an ad network which was acquired in September 2017. Bright Mountain reported a net loss of $72.71 million for the year ended Dec. 31, 2020, a net loss of $4.17 million for the year ended Dec. 31, 2019, and a net loss of $5.22 million for the year ended Dec. 31, 2018. As of June 30, 2021, the Company had $31.58 million in total assets, $31.26 million in total liabilities, and $315,466 in total shareholders' equity. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Dec. 23, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CITIUS PHARMACEUTICALS: To Spinoff Oncology Asset I/ONTAK --------------------------------------------------------- Citius Pharmaceuticals, Inc. said it intends to split the Company's assets into two separate publicly-traded entities. Citius plans to form a new company (NewCo) focused on developing and commercializing I/ONTAK, for which a Phase 3 trial was completed in December 2021 and a biologics license application (BLA) is being planned for submission in the second half of 2022. The Company's other pipeline assets, including Mino-Lok, would remain at Citius. Citius would continue to trade on the Nasdaq exchange under its current ticker CTXR. The strategic action is intended to optimize organizational resources and investment capital to support the successful execution of each development program. "As Citius prepares for the commercialization of its two late-stage product candidates, I/ONTAK and Mino-Lok, we believe that the market has not adequately valued the potential of our recent I/ONTAK licensing agreement. It is our view that a spinoff and IPO would create two focused standalone public companies that are better positioned to pursue their strategic priorities, invest in growth opportunities and attract new investors. Upon completion of the transactions, NewCo would be a pure-play oncology-focused biopharmaceutical company. Citius would retain i0074s Mino-Lok antibiotic lock solution at the core of its diversified pipeline. The planned transactions underscore our commitment to provide patients with superior therapeutics and reinforce our alignment with the needs of shareholders to deliver long term growth. Our intention is that the spinoff will be non-dilutive and tax-fee to Citius shareholders," stated Leonard Mazur, chairman and CEO of Citius. Citius intends the spinoff to be accomplished through an initial public offering (IPO) and pro rata distribution of stock in the NewCo to Citius shareholders. The spinoff and distribution of stock is expected to occur in a manner intended to qualify as a tax-free transaction for U.S. shareholders. The transactions are expected to be completed in the second half of calendar year 2022, subject to the satisfaction of customary conditions, including final approval from the Citius Board of Directors, regulatory approvals and SEC filings. There can be no assurance regarding the ultimate timing of the proposed transaction or that the transaction will be completed at all. About Citius Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com-- is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products targeting unmet needs with a focus on anti-infectives, cancer care and unique prescription products. Citius reported a net loss of $23.05 million for the year ended Sept. 30, 2021, a net loss of $17.55 million for the year ended Sept. 30, 2020, a net loss of $15.56 million for the year ended Sept. 30, 2019, a net loss of $12.54 million for the year ended Sept. 30, 2018, and a net loss of $10.38 million for the year ended Sept. 30, 2017. As of March 31, 2022, the Company had $127.79 million in total assets, $9.59 million in total liabilities, and $118.20 million in total equity. CKI LLC: Files Chapter 11 Bankruptcy Protection in New York ----------------------------------------------------------- CKI, LLC, filed for chapter 11 protection in the Southern District of New York. According to court documents, CKI LLC estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. The 11 U.S.C. Section 341(a) meeting of creditors is slated for June 15, 2022 at 1:30 p.m. at Office of UST. The Debtor's Chapter 11 Plan and Disclosure Statement are due by Sept. 16, 2022. About CKI LLC CKI LLC -- https://ocfuneralhomes.com/ -- doing business as Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc., is an Orange County-based funeral home. CKI, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-35339) on May 19, 2022. In the petition filed by Anthony Ingrassia, as president, CKI LLC listed estimated assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. Michael D. Pinsky, of Law Office of Michael D. Pinsky, P.C., is the Debtor's counsel. CLEARDAY INC: Incurs $2.8 Million Net Loss in First Quarter ----------------------------------------------------------- Clearday, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.80 million on $3.21 million of revenues for the three months ended March 31, 2022, compared to a net loss of $3.97 million on $3.74 million of revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $46.14 million in total assets, $69.55 million in total liabilities, $18.48 million in temporary equity, and a total deficit of $41.89 million. The Company has incurred significant cumulative consolidated operating losses and negative cash flows. As of March 31, 2022, the Company has an accumulated deficit of $64,811,535 continued loss from operations of $2,719,316 and net loss from discontinued operations in the amount of $85,227. The Company said these factors raise substantial doubt regarding its ability to continue as a going concern. The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings or other sources, including the continued sale of its non-core assets and sale or disposition of other assets. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs. Any of these actions could materially harm the Company's business, results of operations and future prospects, according to the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/895665/000149315222014850/form10-q.htm About Clearday Clearday (fka Superconductor Technologies, Inc.) is an innovative non-acute longevity health care services company with a modern, hopeful vision for making high quality care options more accessible, affordable, and empowering for older Americans and those who love and care for them. Clearday has decade-longexperience in non-acute longevity care through its subsidiary Memory Care America, which operates highly rated residential memory care communities in four U.S. states. Clearday at Home -- its digital service -- brings Clearday to the intersection oftelehealth, Software-as-a-Service (SaaS), and subscription-based content. Clearday reported a net loss of $19.51 million for the year ended Dec. 31, 2021, compared to a net loss of $13.78 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $46.54 million in total assets, $66.48 million in total liabilities, $16.86 million in mezzanine equity, and a total deficit of $36.79 million. Dallas, Texas-based Turner, Stone & Company, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has suffered recurring losses from operations and has insufficient working capital to fund future operations both of which raise substantial doubt about its ability to continue as a going concern. CLUBHOUSE MEDIA: To Sell $115K Convertible Note to ONE44 -------------------------------------------------------- Clubhouse Media Group, Inc. entered into a Securities Purchase Agreement by and between the Company and ONE44 Capital LLC on May 20, 2022. Pursuant to the terms of the May 2022 ONE44 SPA, the Company agreed to issue and sell, and ONE44 agreed to purchase, a convertible promissory note in the aggregate principal amount of $115,000. The May 2022 ONE44 Note has an original issue discount of $10,000. In addition, the Company agreed to pay $5,000 in legal fees in connection with execution of the May 2022 ONE44 SPA and issuance of the May 2022 ONE44 Note. Accordingly, the Company received gross proceeds of $100,000. Pursuant to the terms of the May 2022 ONE44 SPA, the Company also agreed to issue 1,155,000 shares of restricted common stock to ONE44 as additional consideration for the purchase of the May 2022 ONE44 Note. The May 2022 ONE44 Note bears interest at a rate of 4% per annum and matures on May 20, 2023. The May 2022 ONE44 Note may be prepaid with the following penalties/premiums: Prepay Date Prepay Amount ----------- ------------- ≤ 60 days 120% of principal plus accrued interest 61-120 days 130% of principal plus accrued interest 121-150 days 140% of principal plus accrued interest 151-180 days 150% of principal plus accrued interest The May 2022 ONE44 Note may not be prepaid after the 180th day. ONE44 is entitled, at its option, at any time after the sixth monthly anniversary of cash payment, to convert all or any amount then outstanding under the May 2022 ONE44 Note into shares of common stock at a price per share equal to 55% of the lowest daily trading VWAP of the Company's common stock for the 20 prior trading days, subject to a 4.99% equity blocker and subject to the terms of the May 2022 ONE44 Note. If an Event of Default (as defined in the May 2022 ONE44 Note) occurs, unless cured within five days or waived, ONE44 may consider the May 2022 ONE44 Note immediately due and payable and interest will accrue at a rate of 24% per annum, in addition to certain other remedies. About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. offers management, production, and deal-making services to its handpicked influencers, a management division for individual influencer clients, and an investment arm for joint ventures and acquisitions for companies in the social media influencer space. Clubhouse Media reported net loss of $22.25 million for the year ended Dec. 31, 2021, compared to a net loss of $2.58 million for the period from Jan. 2, 2020 (inception) to Dec. 31, 2020. As of March 31, 2022, the Company had $855,146 in total assets, $12.11 million in total liabilities, and a total stockholders' deficit of $11.25 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has an accumulated deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. DAYBREAK OIL: All Seven Proposals Passed at Special Meeting ----------------------------------------------------------- Daybreak Oil and Gas, Inc. held its Special Shareholder meeting at which the shareholders: (1) approved a proposal to approve an Equity Exchange as contemplated by the Equity Exchange Agreement dated Oct. 20, 2021, and subsequently amended on Feb. 22, 2022 by and between Daybreak, Reabold California LLC, a California limited liability company, and Gaelic Resources Ltd., a private company incorporated in the Isle of Man and the 100% owner of Reabold, pursuant to which the parties propose for a plan of share exchange whereby (i) Gaelic will irrevocably assign and transfer all of its ownership interests in Reabold to Daybreak, and (ii) Daybreak will issue 160,964,489 shares of its common stock to Gaelic, which will result in Reabold becoming a wholly-owned subsidiary of Daybreak and Gaelic becoming the owner of Exchange Shares, on the terms and subject to the conditions set forth in the Exchange Agreement; (2) approved a proposal to approve amending and restating the Company's Amended and Restated Articles of Incorporation by adopting the Company's Second Amended and Restated Articles of Incorporation to increase the number of total authorized shares of Daybreak Common Stock to 500,000,000 to provide enough shares to accomplish the transactions contemplated by the Equity Exchange and conducted in anticipation of the Equity Exchange, complete the sale of 125,000,000 shares of the Company's common stock, par value, $0.001, for a purchase price of $0.02 per share, or $2,500,000 in the aggregate as required by the Exchange Agreement, and have shares available for other potential future issuances; eliminate the designation of the Series A Convertible Preferred Stock; and allow a majority share vote to approve transactions where a higher vote is provided by the Washington Business Corporation Act. (3) elected James F. Westmoreland, Timothy R. Lindsey, James F. Meara, and Darren Williams as directors to serve until the Company's next Annual Meeting of Shareholders, or until their earlier, death, resignation, or removal; (4) approved, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the proxy statement accompanying this notice; (5) approved a stockholder advisory vote on the Company's executive compensation once every year; (6) ratified the Company's appointment of MaloneBailey, LLP as its independent registered public accountants for the fiscal year ending Feb. 28, 2022; and (7) approved a proposal to adjourn the special meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 and 2. Daybreak will include an advisory vote on executive compensation in its proxy materials annually until the next required vote on the frequency of shareholder votes on the compensation of executives. James F. Westmoreland, the Company's president and chief executive officer stated, "We are very pleased with the overwhelming support we received on all proposals put forth to our Shareholders. We will be closing the Equity Exchange Agreement, in which we will acquire Reabold California LLC in the next few days." About Daybreak Daybreak Oil and Gas, Inc. is an independent crude oil and natural gas company currently engaged in the exploration, development and production of onshore crude oil and natural gas in the United States. The Company is headquartered in Spokane Valley, Washington with an operations office in Friendswood, Texas. Daybreak owns a 3-D seismic survey that encompasses 20,000 acres over 32 square miles with approximately 6,500 acres under lease in the San Joaquin Valley of California. The Company operates production from 20 oil wells in our East Slopes project area in Kern County, California. Daybreak reported a net loss of $512,265 for the 12 months ended Feb. 28, 2021, compared to a net loss of $754,644 for the 12 months ended Feb. 29, 2020. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated May 27, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. DIFFUSION PHARMACEUTICALS: Appoints New Chief Regulatory Officer ---------------------------------------------------------------- Raven Jaeger, M.S., has joined Diffusion Pharmaceuticals Inc. as its chief regulatory officer effective immediately. Ms. Jaeger will be responsible for development and implementation of regulatory and related strategies to support the development and commercialization of Diffusion's product development candidates, including the Company's lead candidate, trans sodium crocetinate (TSC), which is planned for development as an adjunct to standard of care therapy for hypoxic solid tumors. Robert Cobuzzi, Jr., Ph.D., president and chief executive officer of Diffusion, stated, "I am thrilled to have Raven join the Diffusion team. She brings with her a wealth of experience managing unique and complex global development programs focused on the treatment of rare diseases across multiple therapeutic areas, including oncology, neurology, metabolic and autoimmune diseases, vaccines, cardiology, and various liver diseases. Raven's skills and experiences complement and enhance our team at Diffusion, and she will play a key near-term role in refining and implementing our product development strategy. I look forward to working closely with Raven as Diffusion prepares for the next phase of TSC's development." Ms. Jaeger joins Diffusion from BridgeBio Pharma, Inc. where she was most recently senior vice president, Regulatory Affairs. During her time there, she successfully built and led a regulatory affairs team responsible for global regulatory strategy and operations for multiple development programs within several affiliate companies, whereby she led her team to gaining the first US FDA regulatory approval for the company. Previously, Ms. Jaeger was the head of Regulatory Affairs at Leadiant Biosciences, Inc., and supported multiple programs at ICON Development Solutions and at Nabi Biopharmaceuticals, Inc. She brings with her experience in obtaining multiple drug and biologic approvals in the the rare disease space, two of which resulted in the granting of a rare pediatric disease voucher, and she was integral in obtaing other key regulatory designations including Orphan Drug Designation, Fast Track Designation, Breakthrough Therapy Designation, and Rare Pediatric Disease Designation. Ms Jaeger began her career at the National Institute of Mental Health and the National Institutes of Health Center for Scientific Review. She holds an M.S. in biotechnology management from the University of Maryland and a B.S. in natural sciences with an emphasis in biology and biophysics from The Johns Hopkins University. Ms. Jaeger commented, "I am excited to begin working with the Diffusion team. It's a great team and a dynamic time for the Company. I look forward to using my expertise to guide Diffusion's regulatory strategy as we prepare to start development of TSC to improve thetreatment of hypoxic solid tumors and to support the business development to bring more treatments to patients with unmet medical needs in the future." In connection with her appointment as chief regulatory officer, Ms. Jaeger will receive an initial annual base salary of $400,000 and has an initial target bonus opportunity equal to 35% of her base salary, which will be pro-rated for calendar year 2022. Ms. Jaeger's annual salary will be subject to increase at the discretion of the Company's board of directors. In addition, in connection with Ms. Jaeger's appointment, she will also receive (i) a sign-on bonus of $60,000, subject to clawback by the Company under certain circumstances if Ms. Jaeger does not complete one full year of employment with the Company, and (ii) an incentive stock option grant to purchase 8,000 shares of the Company's common stock. The option will have a 10-year term and will vest on a monthly basis over the 36-month period following the date of grant, subject to Ms. Jaeger's continuous employment with the Company through each applicable vesting date, and will be subject to acceleration or forfeiture upon the occurrence of certain events. Ms. Jaeger will also be eligible to participate in the Company's broad-based employee benefit plans, including the Company's 2015 Equity Incentive Plan, as amended. The Company intends to enter into an employment agreement with Ms. Jaeger to reflect the compensation and certain other terms of her employment. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals Inc. is an innovative biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss of $24.09 million in 2021, a net loss of $14.18 million in 2020, and a net loss of $11.80 million in 2019. As of March 31, 2022, the Company had $33.57 million in total assets, $2.96 million in total current liabilities, and $30.62 million in total stockholders' equity. DIOCESE OF CAMDEN: Former Employee Joins Gibbs Objection -------------------------------------------------------- Vincent Ajuk after having received and reviewed the objection of Crystal Martrell Gibbs ("Gibbs") to The Diocese of Camden, New Jersey's Seventh Amended Disclosure Statement joins in the objection of Gibbs. On or about May 1, 2020, Ajuk filed a Complaint in the Superior Court of New Jersey, Camden County Law Division -- CAM-L-001584-20 (the "Camden County Action"). Ajuk was a former employee who was wrongfully terminated in violation of the New Jersey Law Against Discrimination ("NJLAD") N.J.S.A. 10:5-12 et seq. because the Debtor intentionally and unlawfully stymied Plaintiff's career at Catholic Charities, ultimately leading to Plaintiff's termination, based upon his race and national origin. On or April 8, 2021, Ajuk filed an unsecured claim, claim no. 83, with the amount "to be determined", which was thereafter amended, claim no. 387, on June 29, 2021, to amend the claim amount to "$500,000.00." No objection to the claim has been filed to the proof of claim. Crystal Martrell Gibbs asserts injury claims after being seriously injured in after his vehicle was struck by a school bus from Gloucester Catholic High School. In its objection, Gibbs noted that with abuse claims estimated by the Debtor at approximately $34,000,000, if the Debtor's estimate is correct, then, depending on the recoveries on insurance, abuse claims could be paid in full. The Plan also provides for general unsecured claims to be paid a 75% dividend after 5 years. In sharp contrast, the Debtor believes that there are a total of $3,050,000 in Class 8 claims. If these claims receive $100,000 in the aggregate, they would receive a 3.3% distribution, but if they receive only $50,000 in the aggregate, they would receive a 1.6% distribution. "[T]he Plan provides for significant cash sums and insurance proceeds to be placed in a Trust for the benefit of abuse claimants -- including insurance proceeds that could otherwise be available to the Claimant -- and distributed to abuse victims only, while the Claimant is limited to a 3.3% distribution, barred from recovering from the Trust, unable to collect from applicable insurance, and unable to pursue St. Mary's Church, Gloucester or Gloucester Catholic High School," Gibbs said. Attorneys for the Creditor, Vincent Ajuk: Donald F. Campbell, Jr., Esq. GIORDANO, HALLERAN & CIESLA, P.C. 125 Half Mile Road, Suite 300 Red Bank, NJ 07701 Tel: 732 741 3900 Fax: 732 224 6599 E-mail: dcampbell@ghclaw.com Attorneys for Crystal Martrell Gibbs Peter C. Hughes, Esquire DILWORTH PAXSON LLP Haddonfield Road, Suite 700 Cherry Hill, NJ 08002 Tel: 856-675-1900 Fax: 856-249-5098 E-mail: phughes@dilworthlaw.com About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar General and vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. DIVISION MANAGEMENT: Gets Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama, Northern Division, has authorized Division Management, LLC to use cash collateral on an interim basis. As of the date of the Interim Order, the Debtor is authorized to use $43,758 of its cash collateral for the purposes of paying its payroll and payroll taxes and for other business expenses (excluding the payment of legal fees) pursuant to the Budget. A final hearing on the matter is scheduled for June 13, 2022 at 11 a.m. About Division Management, LLC Division Management, LLC is engaged in commercial and industrial machinery and equipment rental and leasing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 22-80896) on May 26, 2022. In the petition signed by Eugene R. Sak, manager, the Debtor disclosed $1,005,874 in assets and $463,781 in liabilities. Judge Clifton R Jessup Jr. oversees the case. DOCTOR DREDGE: Wins Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Doctor Dredge, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to continue operating its business and pay salaries. As of the Petition Date, the Debtor owed Centennial Bank $721,819. The Debtor's obligation is evidenced by a Promissory Note, Security Agreement, Financing Statement, and Assignment of Leases and Rents executed on May 25, 2018, pursuant to which the lender provided funds to the Debtor. As adequate protection for the Debtor's use of cash collateral, the lender is granted a replacement lien to the same nature, priority, and extent that the lender may have had immediately prior to the date that the case was commenced nunc pro tunc to the Petition Date. Further, the lender is granted a replacement lien and security interest on property of the bankruptcy estate to the same extent and priority as that which existed pre-petition on all of the cash accounts, accounts receivable and other assets and property acquired by the Debtor's estate or by the Debtor on or after the Petition. The replacement lien in the Post-Petition Collateral will be deemed effective, valid and perfected as of the Petition Date, without the necessity of filing with any entity of any documents or instruments otherwise required to be filed under applicable non-bankruptcy law. The Debtor has been ordered to pay $1,316 per month to Centennial Bank commencing March 1, 2022. As additional adequate protection, the Debtor will (a) maintain all necessary insurance coverage on the lender's collateral and under no circumstances will the Debtor allow its insurance coverage to lapse, (b) continue to pay such monthly insurance payment in a timely manner, and (c) within two days of the request of the lender, the Debtor will provide to lender's counsel a written statement supported by evidence of Debtor's compliance with the foregoing. The Debtor's authority to use the Cash Collateral will terminate immediately and upon the earlier of (a) a Court order; (b) the conversion of the Debtor's case to a Chapter 7 case or the appointment of a Chapter 11 trustee without the lender's consent; (c) the entry of an Order that alters the validity or priority of the replacement liens granted to the Bank; (d) the Debtor ceasing to operate all or substantially all of its business; (e) the entry of an order granting relief from the automatic stay that allows any entity to proceed against any material assets of the Debtor that constitute cash collateral; (f) the entry of an Order authorizing a security interest under section 364(c) or 364(d) of the Bankruptcy Code in the collateral to secure any credit obtained or debt incurred that would be senior to or equal to the replacement lien; or (g) the dismissal of the Chapter 11 case. A continued cash collateral hearing is scheduled for June 28, 2022 at 10:30 a.m. A copy of the order is available at https://bit.ly/3wXhAv6 from PacerMonitor.com. About Doctor Dredge Doctor Dredge, LLC specializes in underwater excavation projects throughout the Southeastern United States, covering the states of Alabama, Georgia and Florida. Founded in 2006, the Company provides both mechanical and hydraulic dredging services. Doctor Dredge filed its voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00192) on Jan. 31, 2022, listing $217,557 in assets and $1,640,512 in liabilities. Phillip G. Wilson, managing member, signed the petition. Judge Jacob A. Brown presides over the case. Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler, LLP represents the Debtor as legal counsel. DOLPHIN ENTERTAINMENT: Gets Another Nasdaq Noncompliance Notice --------------------------------------------------------------- Dolphin Entertainment received a notice from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC. As expected, the notice Dolphin received indicated that, as a result of not having timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2022, the Company remains in non-compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission. The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market. As previously disclosed on Form 8-K filed with the Securities and Exchange Commission on April 25, 2022, the Company received a notice on April 19, 2022, from Nasdaq indicating that as a result of not having timely filed its Annual Report on Form 10-K for the period ended Dec. 31, 2021, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1). The current Notice provides that the Company must submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) on or before June 20. If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days to regain compliance. If Nasdaq does not accept the Company's plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. About Dolphin Entertainment Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc. -- http://www.dolphinentertainment.com-- is an independent entertainment marketing and premium content development company. Through its subsidiaries, 42West LLC, The Door Marketing Group LLC and Shore Fire Media, Ltd, the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment, hospitality and music industries. Dolphin Entertainment reported a net loss of $6.46 million for the year ended Dec. 31, 2021, a net loss of $1.94 million on $24.05 million of revenues for the year ended Dec. 31, 2020, and net loss of $2.33 million for the year ended Dec. 31, 2019. DOLPHIN ENTERTAINMENT: Incurs $6.5 Million Net Loss in 2021 ----------------------------------------------------------- Dolphin Entertainment, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $6.46 million on $35.73 million of revenues for the year ended Dec. 31, 2021, compared to a net loss of $1.94 million on $24.05 million of revenues for the year ended Dec. 31, 2020. The Company reported a net loss of $2.33 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $52.75 million in total assets, $29.81 million in total liabilities, and $22.93 million in total stockholders' equity. Going Concern Update "In previous years, we had determined there were factors that raised substantial doubt about the Company's ability to continue as a going concern. Throughout the past years, we have taken measures to strengthen our financial position, which is evidenced by a positive working capital for three straight quarters, as of June 30, 2021 September 30, 2021, and December 31, 2021. Several of our subsidiaries operate in industries that have been adversely affected by the government mandated work-from-home, stay-at-home and shelter-in-place orders as a result of COVID-19. During 2020 and 2021, we took measures to align our workforce to the reduced demand in some of our services. As these industries continue to gradually reopen, we have seen signs of improvement and have noted an increase in demand for our services and noted signs of improvement in the results of our operations. "Further, on December 29, 2021, we entered into the LP 2021 Purchase Agreement...with Lincoln Park Capital Fund, LLC. Pursuant to the terms of the LP 2021 Purchase Agreement, Lincoln Park has agreed to purchase from us up to $25.0 million of our common stock from time to time during the term of the LP 2021 Purchase Agreement. The sale of common stock pursuant to the LP 2021 Purchase Agreement provides the Company with additional cash flow availability for operational purposes. "Management believes that our cash position, together with the forecasted cash flows and the availability of funds through the LP 2021 Purchase Agreement, is sufficient to meet capital and liquidity requirements for at least the next 12 months and thereafter for the foreseeable future. As a result, there is no longer substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001282224/000107997322000661/dlpn_10k.htm About Dolphin Entertainment Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc. -- http://www.dolphinentertainment.com-- is an independent entertainment marketing and premium content development company. Through its subsidiaries, 42West LLC, The Door Marketing Group LLC and Shore Fire Media, Ltd, the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment, hospitality and music industries. DR. R'KIONE BRITTON: Case Summary & Nine Unsecured Creditors ------------------------------------------------------------ Debtor: Dr. R'Kione Britton Chiropractic Corporation 11075 Santa Monica Blvd., Ste 175 Los Angeles, CA 90025 Business Description: The Debtor is a healthcare company offering chiropractic, spinal and joint care; neuropathy treatment; spinal decompression; soft tissue rehabilitation and pain relief; muscle and joint injury rehabilitation; chronic pain relief care; posture restoration; laser therapy; peak performance and sports injury treatment; and scar tissue treatment. Chapter 11 Petition Date: May 31, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-13004 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Steven E. Cowen, Esq. S.E. COWEN LAW 333 H Street, Suite 5000 Chula Vista, CA 91910 Tel: 619-202-7511 Fax: 619-489-0431 Email: Cowen.steve@secowenlaw.com Total Assets: $226,317 Total Liabilities: $1,308,118 The petition was signed by Dr. R'Kione Britton as president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3G2WPFA/Dr_RKione_Britton_Chiropractic__cacbke-22-13004__0001.0.pdf?mcid=tGE4TAMA DUNWOODY LABS: Company and Owner File Subchapter V Cases -------------------------------------------------------- Dunwoody Labs, Inc., d/b/a Precision Point Diagnostics, and its owner Gezim Agolli sought bankruptcy protection under Subchapter V of Chapter 11 of the Bankruptcy Code. Dunwoody Labs, Inc.'s business is to provide specialty lab testing for the diagnosis of disease, allergies, chronic and acute inflammation, etc. Dunwoody Labs also provides related training for doctors, nurses, and other practitioners. The Debtor operates its business out of leased premises having a local address of 9 Dunwoody Park Suite 121, Dunwoody, Georgia 30338. Gezim Agolli is Dunwoody Labs, Inc.'s CEO and Secretary and owns 99% of the shares of stock in and to Debtor. By far the majority of creditor claims against Gezim Agolli relate to his potential personal liability for creditor claims against Dunwoody Labs, Inc., either by virtue of Gezim Agolli's personal guarantees of Dunwoody Labs, Inc. debt or allegations made by creditors. Prepetition, a complaint was filed by BlueCross Blue Shield of Tennessee, Inc. against defendants Dunwoody Labs, Inc., Dr. Gezim Agolli, and Progressive Hospital Group, Inc. in the United States District Court, Eastern District of Tennessee. The primary creditor claims in both of the cases are claims against both of the Debtors. Gezim Agolli does have other debts but those debts did not necessitate the filing of his petition. According to court documents, Dunwoody Labs estimates between 1 and 49 unsecured creditors. The petition states that funds will not be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 9, 2022 at 2:00 P.M. About Dunwoody Labs Dunwoody Labs, Inc., f/k/a Nutra Test Incorporated and d/b/a Precision Point Diagnostics, is a medical laboratory in Dunwood, Georgia. Dunwoody Labs, Inc., filed a voluntary petition under Chapter 11 Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-53775) on May 17, 2022. In the petition signed by Gezim Agolli, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. On May 17, 2022, Gezim Agolli also filed his own voluntary petition under Chapter 11 Subchapter V of Chapter 11 of the Bankruptcy Code (Case No. 22-53776). The Debtors have sought joint administration of their Chapter 11 cases. Cameron M. McCord has been appointed Subchapter V trustee in both cases. Paul Reece Marr, Esq., at Paul Reece Marr, PC, is the Debtors' counsel. EASTERDAY RANCHES: Exclusivity Period Extended to July 1 -------------------------------------------------------- Easterday Ranches, Inc. and Easterday Farms obtained an order from the U.S. Bankruptcy Court for the Eastern District of Washington extending the exclusivity periods to file a Chapter 11 plan and solicit acceptances for the plan to July 1 and Sept. 5, respectively. The extension will give the companies more time to work with concerned parties to modify their joint Chapter 11 plan of liquidation filed in August last year and to incorporate the terms of the global settlement they entered into. The global settlement provides for a comprehensive settlement of all issues in the companies' Chapter 11 cases. Parties to the settlement include Tyson Fresh Meats, Inc., Segale Properties, LLC and the official committees of unsecured creditors. Judge Whitman Holt approved the global settlement on April 20. About Easterday Ranches and Easterday Farms Easterday Ranches, Inc., is a privately held company in the cattle ranching and farming business. Easterday Ranches sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 21-00141) on Feb. 1, 2021. Its affiliate, Easterday Farms, a Washington general partnership, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 21-00176) on Feb. 8, 2021. The cases are jointly administered under Case No. 21-00141. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Whitman L. Holt oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their lead bankruptcy counsel, Bush Kornfeld LLP as local counsel, and Davis Wright Tremaine LLP as special counsel. T. Scott Avila and Peter Richter of Paladin Management Group serve as restructuring officers. On Feb. 16, 2021, the Office of the United States Trustee for the Eastern District of Washington appointed a Ranches Official Committee of Unsecured Creditors. The Ranches Committee initially retained Dentons US LLP as its counsel and B. Riley Advisors as its financial advisor. The Ranches Committee subsequently retained Cooley LLP as its counsel, replacing Dentons US LLP. On Feb. 22, 2021, the U.S. Trustee appointed a Farms Official Committee of Unsecured Creditors. The Farms Committee retained Buchalter, a Professional Corporation as its counsel and Dundon Advisers LLC as its financial advisor. The Debtors filed their joint Chapter 11 plan of liquidation on Aug. 2, 2021. ESCADA AMERICA: Wins Cash Collateral Access Thru July 15 -------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Escada America LLC to use cash collateral on a final basis in accordance with the budget, with a 15% variance, through July 15, 2022. As adequate protection for the use of cash collateral, Eden Roc International, LLC, Mega International, LLC, and Escada Sourcing and Production, LLC will have replacement liens to the same validity, priority, and extent as their respective liens existed as of the Petition Date. Limited objections were filed by creditors Brookfield Properties Retail, Inc., Simon Property Group, Inc., and certain of their respective affiliates; and by 717 GFC LLC. The Debtor, Brookfield et al., and GFC later entered into a stipulation. A copy of the order is available at https://bit.ly/3wTzjCK from PacerMonitor.com. About Escada America Escada America owns and operates a clothing store in New York. Escada America sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 22-10266) on Jan. 18, 2022. In the petition filed by Kevin Walsh, director of finance, Escada America estimated assets and liabilities between $1 million and $10 million. The case is handled by the Honorable Judge Sheri Bluebond. John Patrick M. Fritz, Esq., of LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P., is the Debtor's counsel. EVO TRANSPORTATION: Raj Kapur Named SVP, Chief Accounting Officer ----------------------------------------------------------------- EVO Transportation & Energy Services, Inc. appointed Raj Kapur as SVP and chief accounting officer. Mr. Kapur will serve as the Company's principal accounting officer. Mr. Kapur, 63, has over twenty-five years of accounting and finance experience in high technology, manufacturing ,and software organizations such as MGC Pure Chemicals, Zounds, Gould Electronics, and Honeywell. Prior to joining the Company, Mr. Kapur served as corporate controller at MGC Pure Chemicals since March 2019. Previously, Mr. Kapur served as corporate controller then as chief financial officer of Zounds Hearing Inc. from April 2007 until February 2019. He acquired his Bachelor of Science in Accounting from Arizona State University and a Masters in Business Administration from the University of Phoenix. He is a Certified Public Accountant in Arizona. Upon commencement of Mr. Kapur's employment term, the Company agreed to grant Mr. Kapur stock options to purchase 40,000 shares of the Company's common stock at a price per share equal to $1.50, 10,000 of which options will be fully vested upon issuance and 10,000 of which will vest on each of the first, second, and third anniversary of Mr. Kapur's employment term. Mr. Kapur does not have any family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. About EVO Transportation Headquartered in Peoria, AZ, EVO Transportation & Energy Services, Inc. is a transportation provider serving the United States Postal Service ("USPS") and other customers. The Company believes it is the second largest surface transportation company serving the USPS, with a diversified fleet of tractors, straight trucks, and other vehicles that currently operate on either diesel fuel or compressed natural gas. Evo Transportation reported a net loss of $46.85 million for the year ended Dec. 31, 2020, compared to a net loss of $32.71 million for the year ended Dec. 31, 2019. For the nine months ended Sept. 30, 2020, EVO Transportation reported a net loss of $32.65 million. As of Dec. 31, 2020, the Company had $142.32 million in total assets, $201.42 million in total liabilities, $398,000 in series A convertible preferred stock, $6.62 million in Series B redeemable convertible preferred stock, $1.2 million in redeemable common stock, and a total stockholders' deficit of $67.32 million. Houston, Texas-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 10, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations and lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. FBN TRANSPORTATION: Starts Chapter 11 Subchapter V Case ------------------------------------------------------- FBN Transportation LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code in Wisconsin. The Debtor immediately filed a motion to modify the automatic stay to permit trial in the Central District of California (Case No. 5:15-cv-00703-JGB-SP) in which the Debtor is a named defendant to proceed as scheduled on May 31, 2022. The California lawsuit arises from a tragic accident in June of 2014 in which a public transit bus struck a tractor-trailer owned by the Debtor. Passengers of the bus who were injured and the spouse/son of a man who died in the accident filed the California lawsuit in 2015 against, among others, the transit authority, the driver of the bus, the United States of America,the driver of the tractor-trailer, and the Debtor. The estimated claims of the plaintiffs are in the tens of millions of dollars. Under 11 U.S.C. Sec. 1182(1)(A), a debtor is currently eligible for Subchapter V if (a) the Debtor is engaged to commercial or business activities; (b) the debtor has aggregate noncontingent liquidated secured and unsecured debts of not more than $3,024,725 (excluding debts owed to insiders or affiliates); and (c) at least 50% of the qualifying indebtedness arose from the commercial or business activities of the Debtor. The Debtor is currently eligible for Subchapter V relief because the claims in the California lawsuit are still unliquidated, so the Debtor filed a bankruptcy case to preserve its eligibility. THe Debtor's objective is to utilize the provisions in Subchapter V to (1) remain in business, (2) maintain the livelihood of the Debtor's two owners and their families, and (3) to provide jobs to the independent contracts who work with the Debtors, and to (4) pay its creditors. The California lawsuit is ready to proceed with a trial on May 31, 2022. The Debtor diligently sought a settlement with the claimants in the lawsuit and was at all times transparent with respect to its intention to file a reorganization before the trial. All parties in the California lawsuit were also notified yesterday with a letter filed on the California lawsuit's docket of the Debtor's intentions to file this bankruptcy and to immediately seek a modification of the automatic stay to allow the trial to proceed. About FBN Transportation FBN Transportation LLC is a licensed and bonded freight shipping and trucking company running freight hauling business from Athens, Wisconsin. FBN Transportation sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 22-10829) on May 20, 2022. In the petition filed by Keith A. Zinkowich, as member, FBN Transportation estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. John P. Driscoll, of Krekeler Strother, S.C., is the Debtor's counsel. William E. Wallo has been appointed as Subchapter V trustee. The petition states that funds will be available to unsecured creditors. FINMARK STRATEGY: Case Summary & Nine Unsecured Creditors --------------------------------------------------------- Debtor: Finmark Strategy Partners, LLC 7401 Bay Colony Drive Naples, FL 34108 Case No.: 22-00580 Business Description: The Debtor provides management, scientific, and technical consulting services. Chapter 11 Petition Date: May 31, 2022 Court: United States Bankruptcy Court Middle District of Florida Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: jluna@lathamluna.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Miguel Castillo as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CITEREI/Finmark_Strategy_Partners_LLC__flmbke-22-00580__0001.0.pdf?mcid=tGE4TAMA GBT TECHNOLOGIES: Posts $3.9 Million Net Income in First Quarter ---------------------------------------------------------------- GBT Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $3.93 million on $269,970 of total sales for the period ended March 31, 2022, compared to a net loss of $5.38 million on $45,000 of total sales for the period ended March 31, 2021. As of March 31, 2022, the Company had $774,031 in total assets, $25.46 million in total liabilities, and a total stockholders' deficit of $24.68 million. The Company has an accumulated deficit of $300,655,534 and has a working capital deficit of $24,309,786 as of March 31, 2022, which raises substantial doubt about its ability to continue as a going concern. GBT said, "The Company's ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1471781/000173112222000980/e3787_10-q.htm About GBT Headquartered in Santa Monica, CA, GBT Technologies, Inc. is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of an intelligent human body vitals device, asset-tracking IoT, and wireless mesh networks. The Company derived revenues from the provision of IT services. The Company is seeking to generate revenue from the licensing of its technology. GBT Technologies reported a net loss of $33.93 million for the year ended Dec. 31, 2021, a net loss of $17.99 for the year ended Dec. 31, 2020, and a net loss of $186.51 for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $4.02 million in total assets, $32.78 million in total liabilities, and a total stockholders' deficit of $28.76 million. Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 25, 2022, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. GOLDMAKER INC: Asks Aug. 9 Extension of Plan Deadline ----------------------------------------------------- Goldmaker, Inc., d/b/a Estelle, filed a motion to extend the time to file a Chapter 11 Small Business Plan of Reorganization and Disclosure Statement through and including August 9, 2022, pursuant to Section 1121(e) of the Bankruptcy Code, without prejudice to the Debtor's right to seek further extensions. According to the Debtor, this second extension is not made for the purpose of delay. The second requested extension of the time period to file a plan is necessary due to the fact, that the time to file a plan is set to expire on June 10, 2022, and the Debtor needs an additional time to complete the negotiations with the Landlord, to draft the settlement agreement, thereafter to obtain Court approval of the mutually reached terms and to file a plan of reorganization, incorporating settlement terms reached by the parties and offering treatment to remaining Creditors of the estate. To date the Debtor is waiting for a response from the landlord regarding its counteroffer. The extension will enable the Debtor to harmonize the diverse and competing interests that exist and seek to resolve any conflicts in a reasoned and balanced manner for the benefit of all parties in interest. Counsel for the Debtor: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Goldmaker Inc. Goldmaker Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-41309) on May 14, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Judge Jil Mazer-Marino oversees the case. Alla Kachan, Esq., at the The Law Offices of Alla Kachan, PC represents the Debtor as legal counsel. GPMI CO: Exclusivity Period Extended to July 26 ----------------------------------------------- GPMI, Co., has been given more time to file its plan for emerging from Chapter 11 protection. Judge Eddward Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona extended the exclusivity periods for GPMI to file its Chapter 11 plan of reorganization and solicit acceptances for the plan to July 26 and Sept. 9, respectively. The extension will give the company more time to finalize the terms of its reorganization plan, according to its attorney, Michael Rolland, Esq., at Engelman Berger, PC. "[GPMI] is still in the process of securing a path to reorganization and simply needs additional time to allow for an informed dialogue about [GPMI's] future economic prospects," Mr. Rolland said. Since its bankruptcy filing, GPMI has been actively soliciting investors and potential purchasers of its assets in order to fund a reorganization plan. GPMI has made significant progress in its negotiations with concerned parties but it is not currently positioned to draft a reorganization plan, according to the attorney. About GPMI Co. GPMI Company is engaged in developing new concepts, innovating products, program development, and marketing. GPMI is an Arizona based company established in 1989, with production facilities across the United States. GPMI filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-00150) on Jan. 10, 2022, listing as much as $50 million in both assets and liabilities. Yarron Bendor, president, signed the petition. Judge Eddward P. Ballinger Jr. oversees the case. The Debtor tapped Engelman Berger, PC, led by Steven N. Berger, Esq., as legal counsel; Dickinson Wright PLLC as special counsel; and MCA Financial Group, Ltd. as financial consultant. HANNON ARMSTRONG: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Hannon Armstrong Sustainable Infrastructure Capital, Inc.'s (Hannon) and its indirect subsidiaries' Long-Term Issuer Default Ratings (IDRs) at 'BB+'. Additionally, Fitch has affirmed the senior secured revolving recourse credit facility at 'BBB-' and the unsecured debt at 'BB+'. Fitch has also assigned a new rating of 'BB+' to the unsecured revolver. The Rating Outlook is Stable. KEY RATING DRIVERS IDRs AND SENIOR DEBT The rating affirmations reflect Hannon's established, albeit niche, market position within the renewable energy financing sector, diversified investment portfolio with a strong credit track record, diverse funding and improved liquidity profile, and an experienced management team. The affirmation also reflects the company's leverage targets that are commensurate with the portfolio's risk and demonstrated access to public equity and debt markets. Rating constraints include Hannon's still modest scale and presence within the larger renewable financing markets, need for continued access to the capital markets to fund investment commitments and portfolio growth, and reduced ability to retain capital with current dividend obligations. Hannon's opportunistic shift in the portfolio mix towards higher-risk mezzanine debt and equity exposures, as well as its increased project concentration, are additional constraints. Hannon's impaired asset metrics remained relatively strong through 1Q22 despite ongoing impacts from the pandemic as well as higher inflation. The company categorized 0.2% of its total portfolio as impaired, and another 1.1% at a moderate probability for impairments as of 1Q22, which are slightly improved from YE 2021. In 1Q22, Hannon took negative booking yield adjustments on two large investments to reflect adverse developments relative to initial expectations, which also had an impact of the overall portfolio yield. As the majority of the portfolio is now classified as equity method investments, Fitch monitors portfolio yield adjustments, along with impairments to assess the portfolio's credit performance. Fitch believes Hannon could experience some deterioration in credit and operating performance near term, given direct exposure to consumers in residential solar projects, to non-government entities in energy efficiency projects, to variability in power prices and hedging performance, and expected delays in certain projects as a result of supply chain disruptions, though the impact may be moderated due to preferred nature of investments. Hannon's profitability metrics improved last year with pre-tax income, adjusted for the economic reality of equity method investment income, as a percentage of average assets at 3.5% for the TTM ended 1Q22, up from the four-year average of 3.0%. Profitability has improved due to an increase in higher-yielding investments on the balance sheet, as well as fee income from increased securitization activity since 2018. Profitability is expected to moderate in the near term, as borrowing costs rise due to higher interest rates. Leverage, as measured by par debt-to-tangible equity, was 1.6x at 1Q22 pro forma for the convertible note issuance in April; comparable to YE 2020, and within the company's long-term leverage target range of 1.5x-2.0x. Fitch believes Hannon's leverage target is appropriate for the portfolio risk and ratings, and expects Hannon to maintain sufficient headroom to the target to account for further increases in mezzanine or equity investments. Hannon issued $200 million in unsecured convertible notes in April 2022, in addition to raising $1 billion in unsecured funding in 2021, bringing the unsecured debt mix to over 82% of total on balance sheet debt outstanding as of March 31, 2022, which is a significant improvement from 47% at YE 2019. This has been accompanied by commensurate growth in unencumbered assets, which Fitch views favorably. Hannon has also made improvements to its liquidity profile by expanding its unsecured revolving facility to $600 million while extending its tenor to three years. Liquidity resources at 1Q22 include $330 million in unrestricted cash post the notes issuance, $550 million availability on the unsecured revolver, as well as availabilities under the new CP notes program and secured facilities. Upcoming recourse debt maturities are minimal through 2025 and include $75 million CP note balance outstanding as of March 31, 2022, and $144 million of convertible notes due August 2023. Funding obligations include loan funding and equity commitments towards ongoing projects in addition to new projects that are in the pipeline, that are expected to be met with debt and equity issuances. The unsecured revolver and CP notes program should provide interim financing, reducing cash balance needs, as well as offer ability to manage the timing of longer-term capital issuances. Fitch views Hannon's liquidity profile as adequate given the investment funding pipeline and dividend coverage. The Stable Outlook reflects Fitch's expectation for broadly consistent operating performance, continuation of strong asset quality trends, leverage management consistent with the portfolio's risk profile and maintenance of the improved funding and liquidity profile. The one-notch uplift to the senior secured revolving recourse credit facility rating versus Hannon's IDR, reflects the first-priority security interest in Hannon's assets and Fitch's expectations for above-average recovery prospects under a stressed scenario. The equalization of the unsecured debt rating, including the new unsecured revolving facility, with Hanan's IDR reflects the funding mix and available unencumbered asset pool which suggests average recovery prospects for debtholders under a stressed scenario. SUBSIDIARY RATINGS HAT Holdings I LLC's and HAT Holdings II LLC's ratings are equalized with Hannon's, as they are intermediate holding companies. SUBSIDIARY RATINGS HAT Holdings I LLC's and HAT Holdings II LLC's ratings are equalized with Hannon's, as they are intermediate holding companies. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: Factors that could, individually or collectively, lead to negative rating action include a sustained increase in leverage above 2.5x and/or a material shift in Hannon's risk profile, including further increases in mezzanine and equity investments, and a spike in non-accrual levels or yield adjustments and impairments in equity investments. A material deterioration in operating performance including a decline in the securitization business, weaker funding flexibility including a decline in the proportion of unsecured funding below 40%, and/or weaker core earnings coverage of dividends could also be negative for ratings. Factors that could, individually or collectively, lead to positive rating action/upgrade: Factors that could, individually or collectively, lead to positive rating action include maintenance of the strong portfolio credit trends, adequate liquidity resources to cover funding needs and maturities for at least 12 months, maintenance of the funding diversity with unsecured mix greater than 60%, maintenance of leverage at or below 1.5x and no material change in the current risk profile of the portfolio. Enhanced scale and franchise strength in an increasingly competitive environment could also contribute to positive rating momentum. The secured and unsecured debt ratings are linked to the Long-Term IDR and would be expected to move in tandem. However, a meaningful decline in the amount of unsecured debt in the capital structure, in favor of secured borrowings, and/or a meaningful decline in unencumbered assets could result in downward notching for the unsecured debt rating. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. ESG CONSIDERATIONS Hannon has an ESG Relevance Score of '4' [+] for Exposure to Social Impacts as the shift in consumer awareness and preferences toward renewable energy and ESG aspects benefits the company's business model and its earnings and profitability, which has a positive impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Hannon has an ESG Relevance Score of '4' for Exposure to Environmental Impacts as the company is exposed to extreme weather events on some of its assets and operations and any hedges or other offsets are usually imperfect in nature, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING PRIOR ---- ------ ----- HAT Holdings II LLC LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ New Rating senior unsecured LT BB+ Affirmed BB+ Hannon Armstrong LT IDR BB+ Affirmed BB+ Sustainable Infrastructure Capital, Inc. senior unsecured LT BB+ Affirmed BB+ senior secured LT BBB- Affirmed BBB- HAT Holdings I LLC LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ New Rating senior unsecured LT BB+ Affirmed BB+ HEART TO HEART CATERING: Returns to Chapter 11 Bankruptcy --------------------------------------------------------- Heart to Heart Catering, LLC, recently filed for chapter 11 protection in the Northern District of Texas. After working for many different companies and resorts over the past 35 years plus as Executive Chef or Cater Chef, Tom Elkhay and his wife Mary Elkhay opened Heart to Heart Catering, LLC in the spring of 2017. In the first year the company grossed over $110,000 without any advertising. By 2019 the Debtor’s business had grown to over $288,000 in gross revenue. In January 2019, one of the Debtor's largest corporate clients decided not to continue its use of Debtor. This amounted to approximately 25% of the Debtor’s gross revenues. The Debtor was unable to recover from this loss and took out a number of high interest loans which the Debtor was unable to repay timely. The Debtor filed for Chapter 11 bankruptcy in October 2019. In June 2020, the Debtor won approval of a Plan that offered to make monthly payments to secured creditors, and a 40% recovery in the form of payments of $3,000 per quarter for 20 quarters to unsecured creditors owed $200,000. The owners retained their interests in the Debtor. In the new chapter 11 bankruptcy petition, the Debtor disclosed $51,842 in assets against $332,405 in liabilities. Revenue was $312,718 for the period Jan. 1, 2022 to May 20, 2022. Revenue was $736,157 in calendar year 2021, compared with $422,324 in 2020. Heart to Heart Catering estimates between 1 and 49 unsecured creditors. The petition states funds will be available to unsecured creditors. About Heart to Heart Catering Tom Elkhay and his wife Mary Elkhay opened Heart to Heart Catering, LLC, in the spring of 2017. Heart to Heart Catering is a catering company. Heart to Heart Catering, LLC, previously sought protection under the Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33453) on Oct. 15, 2019. Its Plan was confirmed in June 2020. Heart to Heart Catering again sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 22-30900) on May 20, 2022. In the petition filed by Thomas Elkha, as managing member, Heart to Heart estimated assets between $50,000 and $100,000 and liabilities between $100,000 and $500,000. Eric A. Liepins, of Eric A. Liepins, P.C., has been the Debtor's counsel since the previous chapter 11 case. HOUSTON BLUEBONNET: Unsecureds Will Get 100% in 72 Months --------------------------------------------------------- Houston Bluebonnet, LLC, submitted an Amended Chapter 11 Disclosure Statement and Plan dated May 26, 2022. The Debtor anticipates retaining the current ownership of the 20 acre leasehold, and will continue to manage production from the field in order to pay the claims in this case. Japhet Litigation On September 30, 2016, the Debtor removed the Japhet litigation to the bankruptcy court, instituting Adversary No. 16-03225. On December 6, 2016, the bankruptcy court remanded the Japhet litigation to the district court in Brazoria County. The litigation was eventually tried to a jury, with a final judgment rendered and signed on April 9, 2018. The judgment was appealed to the First Court Of Appeals for the State Of Texas where, on July 16, 2020, the appeals court found no reversible error, and affirmed the trial court's judgment. Hamman Litigation On November 9, 2016, the Hamman litigation was removed, instituting Adversary No. 16-03251. On October 5, 2021, the Bankruptcy court entered a final judgment in favor of the Hamman parties, with the judgment being amended by the court on November 1, 2021. The final judgment was appealed by the Debtor, and the appeal is currently pending in the district court for the Southern District of Texas under case no. 4:21-cv-03751. The Debtor will continue to manage and operate its oil/gas field, and will utilize the cash on hand and the future income to fund the plan. The funds utilized to fund the plan will be cash on hand and the net operating income of the Debtor. The income of the Debtor is dependent on the price of oil/gas available in the market, and the risk under the proposed plan is dependent on the volatility of the market price for its commodities. There is substantial risk that the price of the available commodities will fall in significant amounts, however the Debtor believes that the risk of a significant and substantial drop in the market price, to an extent that it would impact its ability to perform under the plan, is relatively small. Funds will be distributed to allowed claims in an orderly, pro-rata fashion. Available cash will be distributed immediately with the Debtor retaining funds (approx. $5,000.00) to cover anticipated administrative and operational costs. The Debtor should have sufficient projected disposable income to fund the payments required by this Plan. Term of the Plan is 72 months, in quarterly payments, if and when funds are available (the "Plan Term"). The final Plan payment is expected to be paid on or before the 72nd month following the Effective Date. The Debtor will not retain more than $5,000.00 after each quarterly distribution and will distribute all available funds each quarter over and above the retention of operational funds ($5,000.00). The distribution summarized is an estimate, and any quarterly distribution which may be more, or less depending on the income generated and received by the wells shall not be determined to be a default as long as all available funds less operational hold-back is distributed. The Debtor is assuming average income equivalent to what has occurred over the last eighteen (18) months, which has been approximately $4,400.00 per month. Like in the prior iteration of the Plan, allowed claims in Class 3 Unsecured Creditors shall be paid 100% of the allowed amount of their claim over the term of this plan, pro rata. This Plan of Reorganization proposes to pay creditors from the ongoing operation/liquidation of the Debtor's business. On and after the Effective Date, the Debtor shall continue operating its oil and gas wells that generate revenue. Within 5 business days of the Effective Date, all available cash will be distributed immediately to Allowed Claims, pro-rata with the Debtor retaining funds (no more than $5,000.00) to cover anticipated administrative and operational costs. Distributions shall be made quarterly and shall be in in an amount equal to the net funds received by the Debtor for that quarter, with the Debtor retaining a balance of no more than $5,000.00 to cover administrative and operating costs for the coming quarter of operations. A full-text copy of the Amended Disclosure Statement and Plan dated May 26, 2022, is available at https://bit.ly/3N1RYmI from PacerMonitor.com at no charge. About Houston Bluebonnet Houston Bluebonnet, LLC is a Texas limited liability company formed Dec. 5, 2007. It owns and manages a working interest in two producing oil and gas wells under an operating agreement for an oil, gas and mineral lease covering 20 acres in Brazoria County, Texas. The value of its working interest fluctuates with the price of oil. As of the filing of its bankruptcy case, Houston Bluebonnet valued its working interest at $90,000, based on the tax-assessed value calculated from the sales in 2015. Houston Bluebonnet filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-34850) on Sept. 30, 2016. In the petition signed by Allyson Davis, authorized representative, the Debtor listed as much as $500,000 in both assets and liabilities. Judge Marvin Isgur oversees the case. Johnie Patterson, Esq., at Walker & Patterson, P.C., is the Debtor's bankruptcy counsel. Gary E. Ellison PC, Snelling Law Firm and Cokinos Young serve as special counsel. INFRASTRUCTURE AND ENERGY: Fitch Affirms 'B' IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Infrastructure and Energy Alternatives, Inc.'s (IEA) and IEA Energy Services LLC's Long-Term Issuer Default Ratings (IDRs) at 'B'. Fitch has also affirmed the long-term rating on the company's senior secured revolver at 'BB'/'RR1' and $300 million senior unsecured notes at 'B'/'RR4'. The Rating Outlook is Stable. IEA's ratings and Outlook reflect the company's market leadership in niche markets, low leverage (gross debt/EBITDA) compared with peers, improving economics of renewable energy and increasing diversification. Fitch believes the company will be able to consistently generate positive FCF over time despite near term inflationary headwinds. Fitch projects IEA's 2022 EBITDA to be relatively unchanged compared with previous expectations, though Fitch has modestly reduced Fitch's EBITDA projections in 2023-2024 to reflect the Department of Commerce's investigation into alleged circumvention of tariffs related to solar projects. However, Fitch expects the company will maintain adequate financial flexibility and visibility into its solar backlog in the near term. Heightened demand for new projects should also help offset Fitch's expectation of modestly lower profitability on such projects. KEY RATING DRIVERS Near-Term Uncertainty, Demand Strong: In the first quarter, IEA's gross margins declined to 1.1%, from 6.0% a year ago due to inflationary pressures and supply chain challenges. However, demand remains strong with backlog increasing to $2,946 million in 1Q22, from $2,676 million at the end 1Q21. The company raised its 2022 revenue guidance while maintaining 2022 EBITDA guidance, reflecting plans to pick up construction of projects to compensate for the weakened profitability. Fitch is modeling 2022 EBITDA of $130 million, which is below the company's guidance of $140 million to $150 million. Solar Industry Disruption: The solar industry faces uncertainty as the Department of Commerce announced on March 28, 2022 an investigation into alleged circumvention of tariffs on materials imported from certain countries in Southeast Asia. Some projects are expected to move forward or experience minor delays while other developers have opted to focus on civil mechanical works. There is a risk some projects could be delayed or cancelled depending on the outcome of the investigation. The solar industry is lobbying against the investigation. Given the visibility and depth of the company's pipeline, Fitch expects that any impact from the investigation is likely a 2023 event for IEA. Given the uncertainty, some developers have decided to focus on wind power projects. Fitch is conservatively modeling solar demand will decline in 2023, though Fitch anticipates a recovery in 2024 and beyond will be driven by the improving economics of renewable power and favorable industry tailwinds. Modest Leverage and Adequate Flexibility: Fitch considers IEA's leverage (gross debt/EBITDA) low for a 'B' rated engineering and construction (E&C) company at 2.8x as of YE 2021. Although leverage could increase if solar revenues disappoint in 2023, Fitch expects the company's credit metrics are likely to trend below Fitch's stated rating sensitivities over the rating horizon. The company also has sufficient liquidity comprised of around $29 million of cash plus its $150 million senior secured revolver and no significant maturities until 2029 when the company's $300 million bond matures; the company's senior secured revolver terminates in 2026. Medium-Term Profitability Favorable: While a weakening in solar project construction could pressure margins in the near term, Fitch believes the company's EBITDA margins can be sustained in the mid-single-digit range during the forecast period. Fitch also expects the company to post FFO and FCF margins in the low-single-digit range. Fitch anticipates the company's increased diversification will aid in stabilizing the company's revenue volatility. In the event solar power construction demand weakens, developers could shift to wind power projects. The company's coal ash remediation business is highly regulated and should provide fairly consistent contract revenue, with demand increasing gradually over time. Strong Position in Niche Markets: IEA serves relatively unique construction end markets such as wind, renewable energy and rail, as well as industrial services. The company estimates it has a 30% market share within the utility scale wind market, while the top three contractors are estimated to service approximately 70% of total capacity. Fitch believes the company's position in these unique and specialized markets provides benefits, such as visibility into customers' long-term plans, and expects its incumbency could lead to additional contract wins. Diversification Improving: Fitch considers IEA somewhat diversified by end-market between Civil, Wind Power, Solar Power, and Rail, and expects the company will continue searching for opportunities to expand. Fitch believes additional diversification, particularly via organic growth or internally funded acquisitions, would be beneficial overall. However, there are inherent risks when expanding into new markets and geographies. Supportive Legislative Environment: Fitch views the current legislative environment regarding clean energy as positive for IEA. Contracts already underway and in the backlog qualify under current law for certain tax credits, which were recently extended out to 2025. Additionally, individual states have committed to transitioning to a greater proportion of renewable energy over the next several years via Renewable Portfolio Standards (RPS) that have been enacted on the state level. Improving Renewable Economics: Fitch believes the improving economics of wind and solar power are a strong tailwind for the company. The company's expansion into solar presents a growth platform driven by an increase in demand, with somewhat lower execution risk than wind and neutral-to-negative correlation with growth of wind demand. Further declines in the cost of renewable energy production would also stabilize the long-term viability of its use, independent of outside factors such as fossil fuel and commodity costs, and the legislative environment. Execution Risk: Fitch believes IEA has a meaningful degree of execution risk. Nearly all of the company's contracts are on a fixed-price basis, which increases the risk of change orders and disputes. Management has expressed its intention to minimize contract overruns through risk-mitigating actions; however, it must continuously execute on these objectives. Execution risk could grow as the company aims to expand into new end markets, which may require additional training, experience or specialization in order to effectively bid on new awards and complete them on time and on budget. DERIVATION SUMMARY IEA's 'B' rating reflects the company's meaningful execution risk, demonstrated by the cost overruns that have occurred in the past, which along with seasonality, contributed to the company's temporarily strained liquidity in 1Q19. Pro forma margins are in line or stronger than other 'B' category E&C peers such as Tutor Perini (WD; previously B+); however, they could be slightly more volatile given IEA's smaller scale and lower backlog relative to size. Leverage is low for the rating, though it could increase if solar revenues disappoint in 2023. Fitch believes the company's diversification improved meaningfully following the two acquisitions completed in 2018. The company also maintains a strong position in the wind power construction market, and is well prepared to compete across the various niche segments in which it operates. Fitch considers the relationship between Infrastructure and Energy Alternatives, Inc and IEA Energy Services, LLC as weak parent and strong subsidiary. The ratings are consolidated on the basis of open legal ring-fencing and open access and control. KEY ASSUMPTIONS -- Revenue reaches $2.3 billion in 2022 but declines 10% in 2023 as Fitch assumes solar projects are affected by the Department of Commerce's investigation into the alleged circumvention of tariffs; -- Longer-term, Fitch forecasts revenues to increase in the high- single digit to low double-digit range annually as a result of new solar power construction, coupled with improved economics of renewable energy and various states' governments' planned shifts to renewables; -- Margins trend towards to 5.5% in the long term; -- Minimal capex spending requirements; -- Fitch does not explicitly incorporate any acquisitions into its forecast, but recognizes the company could use excess cash to pursue M&A. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Backlog represents greater than 1.5x to 2.0x of annual revenue on average in order to support long-term growth and visibility; -- Further end-market and project diversification and sustained annual revenue greater than $2 billion; -- FCF margins consistently greater than 2.5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total debt to EBITDA leverage consistently above 3.0x; -- Strained liquidity position as a result of aggressive bidding, project mismanagement, or material cost overruns. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch considers IEA's liquidity position to be sufficient at an estimated $161.4 million as of March 2022, comprised of $28.7 million in cash and $132.7 million of revolver availability after accounting for outstanding letters of credit (LoC). Fitch expects current liquidity will be sufficient to cover typical working capital fluctuations, capex, debt servicing, and other operational cash requirements over the rating horizon. However, Fitch recognizes that IEA's intra-year liquidity position could be vulnerable to seasonality, cost overruns and project delays, which could lead to a strain on the company's financial profile and potential negative rating action if managed ineffectively. ISSUER PROFILE IEA is a leading diversified infrastructure construction company with specialized energy and heavy civil expertise. IEA serves the renewable energy, traditional power and civil infrastructure industries across the U.S. and delivers complete engineering, procurement and construction (EPC) services. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING RECOVERY PRIOR ---- ------ -------- ----- IEA Energy LT IDR B Affirmed B Services LLC senior secured LT BB Affirmed RR1 BB senior unsecured LT B Affirmed RR4 B Infrastructure and LT IDR B Affirmed B Energy Alternatives, Inc. INLAND BOAT CLUB: Files Subchapter V Case to Recover Boats ---------------------------------------------------------- Inland Boat Club, LLC, filed for chapter 11 protection in the District of Utah, and immediately commenced an adversary proceeding against Rock Canyon Bank. The Debtor is engaged in the business of operating a boat sharing business in which it provides boats and watercraft for parties who entered into agreements with it to provide boats for a certain number of days per year in exchange for an initial fee and monthly payments. In its complaint against Rock Canyon Bank, the Debtor seeks (i) a determination that the Boats are property of the Debtor's estate, and an order directing immediate turnover and delivery the Boats. The Debtor said its ability to reorganize successfully requires that the property described below be turned over in a timely manner to the Debtor. The Debtor's business will suffer irreparable harm without such property. The property subject to turnover largely consists of 28 titled water craft registered in the State of Utah as well as titled trailers associated with such water craft (the "Boats"). Plaintiff is listed on such titles as the owner of the Boats. There is certain ancillary personal property such as ropes, life jackets, wake boards, wake surf boards, safety equipment, biminis, and travel covers which were not purchased with proceeds of the loan made to the Debtor by the Bank and which are not subject to the security interest of the Bank. Such ancillary property should also be turned over along with the Boats. The Bank is not properly in possession of such ancillary property because it was not part of the collateral pledged to the Bank, according to the Debtor. Rock Canyon Bank is in possession, custody, or control of the Boats. The Bank obtained such Property by forcible replevin in December of 2021. At the time of the replevin, the Debtor was current it its payment obligations to the Bank and such replevin was done for alleged non-monetary defaults. Since the replevin, the Debtor has incurred debt to the Bank for monthly payments. The Boats are essential to the operation of the Debtor's business and any delay occasioned by the Defendant in refusing to turn over the Equipment will lead to irreparable damage to the Debtor's business. According to court documents, Inland Boat Club estimates between 200 and 999 unsecured creditors. The petition states funds will be available to Unsecured Creditors. About Inland Boat Club Inland Boat Club LLC -- https://www.inlandboatclub.com/ -- is a boat club in Boat club for avid boaters and water sport enthusiasts. Inland Boat Club sought bankruptcy protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 22-21879) on May 20, 2022. In the petition filed by Mike B. Lewis, as president, Inland Boat Club LLC listed estimated assets and liabilities between $1 million and $10 million each. The case is assigned to Honorable Bankruptcy Judge R. Kimball Mosier. Kenneth L. Cannon, II, of Dentons Durham Jones Pinegar P.C., is the Debtor's counsel. D. Ray Strong has been appointed as the Subchapter V trustee. The Subchapter V trustee can be reached at: D. Ray Strong Berkeley Research Group 201 South Main Street, Suite 450 Salt Lake City, UT 84111 Tel: (801) 364-6233 E-mail: rstrong@thinkbrg.com INLAND BOAT: U.S. Trustee Appoints Strong as Subchapter V Trustee ----------------------------------------------------------------- Patrick S. Layng, the United States Trustee for Region 9, has appointed D. Ray Strong as Subchapter V trustee for Inland Boat Club, LLC case. The Subchapter V trustee is covered by a blanket bond. The Subchapter V Trustee's connections with the Debtor, creditors, any other parties-in-interest, their respective attorneys and accountants, the United States Trustee, and persons employed in the Office of the United States Trustee, are limited to the connections set forth in the Verified Statement of Subchapter V trustee D. Ray Strong. A copy of the appointment is available for free at https://bit.ly/3PNXQ4Q from PacerMonitor.com. The Subchapter V trustee can be reached at: D. Ray Strong Berkeley Research Group 201 South Main Street, Suite 450 Salt Lake City, UT 84111 Tel: (801) 364-6233 E-mail: rstrong@thinkbrg.com About Inland Boat Inland Boat Club, LLC is a boat club for avid boaters and water sport enthusiasts. The Debtor filed Chapter 11 petition (Bankr. D. Utah Case No. 22-21879) on May 20, 2022. The Hon. Kimball R. Mosier oversees the case. Kenneth L. Kannon II, Esq,. of Dentons Durham Jones Pinegar P.C. is the Debtor's counsel. In the petition signed by Mark B. Lewis, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. INTERNATIONAL LAND: Incurs $1.5 Million Net Loss in First Quarter ----------------------------------------------------------------- International Land Alliance, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.49 million on zero revenue for the three months ended March 31, 2022, compared to a net loss of $990,483 on zero revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $6.03 million in total assets, $4.47 million in total liabilities, $293,500 in preferred stock series B, and $1.26 million in total stockholders' equity. Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements were available to be issued and determined that substantial doubt exists about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on the Company's ability to generate revenues and raise capital. The Company has faced significant liquidity shortages as shown in the accompanying financial statements. As of March 31, 2022, the Company's current liabilities exceeded its current assets by approximately $3.7 million. The Company has recorded a net loss of $1,492,722 for the three months ended March 31, 2022, has an accumulated deficit of approximately $16.2 million as of March 31, 2022. Net cash used in operating activities for the three months ended March 31, 2022, was approximately $345,000. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company continues to raise additional capital through debt and equity in order to fund its operations, which may have the effect of diluting the holdings of existing shareholders. Management anticipates that the Company's capital resources will significantly improve if its plots of land gain wider market recognition and acceptance resulting in increased plot sales. If the Company is not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations subsequent to March 31, 2022. The direct impact of these conditions is not fully known. However, there can be no assurance that the Company would be able to secure additional funds if needed and that if such funds were available on commercially reasonable terms or in the necessary amounts, and whether the terms or conditions would be acceptable to the Company. In such case, the reduction in operating expenses might need to be substantial in order for the Company to generate positive cash flow to sustain the operations of the Company." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1657214/000149315222014327/form10-q.htm About International Land Alliance International Land Alliance, Inc. -- https://ila.company -- is an international land investment and development firm based in San Diego, California. The Company is focused on acquiring attractive raw land primarily in Northern Baja California, often within driving distance from Southern California. The Company's principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building lots, securing financing for the purchase of the lots, improving the properties' infrastructure and amenities, and selling the lots to homebuyers, retirees, investors and commercial developers. International Land reported a net loss of $5.06 million for the year ended Dec. 31, 2021, compared to a net loss of $2.67 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $5.86 million in total assets, $4.48 million in total liabilities, $293,500 in preferred stock Series B (temporary equity), and $1.09 million in total stockholders' equity. Irvine, California-based Haskell & White LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has experienced recurring losses from operations, has limited financial resources to repay its obligations and will require substantial new capital to execute its business plans, which raise substantial doubt about its ability to continue as a going concern. ION GEOPHYSICAL: Committee Taps AlixPartners as Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of ION Geophysical Corporation and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ AlixPartners, LLP as its financial advisor. AlixPartners will render these services: (a) review and evaluate the Debtors' current financial condition, business plans and cash and financial forecasts, and periodically report to the committee regarding the same; (b) review the Debtors' cash management, tax sharing and intercompany accounting systems, practices and procedures; (c) evaluate any proposed sale process and related bids and participate in any meetings with bidders or an auction, as required; (d) review and investigate related party transactions and selected other pre-petition transactions; (e) identify and/or review potential preference payments, fraudulent conveyances and other causes of action that the various Debtors' estates may hold against third parties; (f) analyze the Debtors' assets and claims, and assess potential recoveries to the various creditor constituencies under different scenarios; (g) assist in the development and/or review of the Debtors' plan of reorganization and disclosure statement; (h) review and evaluate court motions filed or to be filed by the Debtors or any other parties-in-interest, as appropriate; (i) render expert testimony and litigation support services; (j) attend committee meetings and court hearings as may be required in the role of advisors to the committee; and (k) assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. The hourly rates of the firm's counsel and staff are as follows: Managing Director $1,060 – $1,335 Director $840 – $990 Senior Vice President $700 – $795 Vice President $510 – $685 Consultant $190 – $505 Paraprofessional $320 – $340 In addition, the firm will seek reimbursement for expenses incurred. David MacGreevey, a managing director at AlixPartners, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David MacGreevey AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Telephone: (212) 561-4187 Email: dmacgreevey@alixpartners.com About ION Geophysical Corporation ION Geophysical Corporation is a global technology company that delivers data-driven decision-making offerings to offshore energy and maritime operations markets. It is based in Houston, Texas. ION Geophysical Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-30987) on April 12, 2022. At the time of the filing, ION Geophysical listed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Winston & Strawn, LLP as legal counsel; FTI Consulting, Inc. as financial consultant; and Perella Weinberg Partners, LP as investment banker. Epiq Corporate Restructuring, LLC is the Debtors' notice and claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on April 18, 2022. White & Case, LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. ISABEL LLC: Isabel Pearl Restaurant & Property File for Chapter 11 ------------------------------------------------------------------ Isabel Enterprises Inc. and affiliate Isabel, LLC, filed for chapter 11 protection in the District of Oregon. According to court documents, Isabel LLC estimates between 1 and 49 unsecured creditors. The petition states that funds will not be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 23, 2022 at 1:30 P.M. About Isabel LLC Isabel LLC, a "single asset real estate" under 11 U.S.C. Sec. 101(51B), is a company whose business is comprised principally of owning and managing two tax lots consisting of a commercial unit located at 330 NW 10th Avenue, #116, Portland, Oregon 97209 and a related parking unit. Historically, Isabel LLC leased the real property to Isabel Enterprises, which operated a restaurant on the premises commonly known as the Isabel Pearl prior to its shutdown in or about mid-2019. Isabel LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 22-30787) on May 17, 2022. In the petition filed by William M. Tosheff, as managing member, Isabel estimated assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. Isabel Enterprises Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 22-30801) on May 18, 2022. In its petition, the Debtor was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The two Debtors have sought joint administration of their Chapter 11 cases under Case No. 22-30801. The Hon. Peter C. Mckittrick oversees the cases. Oren B. Haker, Esq., of Stoel Rives LLP is the Debtors' counsel. ITC GRAIN: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: ITC Grain International, Inc. 13524 Highway 16 Sidney, MT 59270 Business Description: The Debtor is engaged in the business of oilseed and grain farming. It owns a real property located at 13524 Highway 16, Sidney, MT valued at $2.8 million. Chapter 11 Petition Date: May 31, 2022 Court: United States Bankruptcy Court District of Montana Case No.: 22-10063 Debtor's Counsel: Steven M. Johnson, Esq. CHURCH HARRIS JOHNSON & WILLIAMS PC PO Box 1645 Great Falls, MT 59403-1645 Tel: 406-761-3000 Fax: 406-453-2323 Total Assets: $2,883,998 Total Liabilities: $1,351,958 The petition was signed by Ali Ebrahim as CEO. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ESQIAZI/ITC_GRAIN_INTERNATIONAL_INC__mtbke-22-10063__0001.0.pdf?mcid=tGE4TAMA JADE INVESTMENTS: Returns to Chapter 11 to Stop Trustee Sale ------------------------------------------------------------ Jade Investments LLC has recently returned to Chapter 11 bankruptcy to stop its lender from proceeding with a foreclosure sale of the Debtor's property. The case was filed as a Subchapter V case under Chapter 11 and the Debtor is under an obligation to file a Plan of Reorganization within 90 days of the date of the filing of the case. The Debtor owns residential rental properties located in Raleigh County, West Virginia, which are leased to persons with modest incomes. The Debtor stipulates that K&S NOTE 1, LLC Bank holds a first priority perfected lien on the cash collateral and the real property. The Debtor has filed a motion to use cash collateral. If not permitted to use the cash collateral, the Debtor will be required to shut down business operations. The Debtor proposes that the secured creditor be given a post petition replacement lien on the Debtor's cash collateral, including accounts receivable and future rents with adequate protection payments which could be made monthly in the sum of $3,500. K&S on the other hand has filed in bankruptcy court a motion to lift the automatic stay so that it can proceed with a trustee sale of the Debtor's property. The Debtor having defaulted under the Note, K&S noticed and advertised a trustee's sale of the Subject Property pursuant to the Deed of Trust to be held Wednesday, May 18, 2022, at 11:00 a.m. But on May 17, the Debtor filed a voluntary petition for relief under Chapter 11 -- one day prior to the Trustee's Sale, and invoking the automatic stay provided by 11 U.S.C. Sec. 362(a). In its motion K&S explains that the Trustee's Sale was garnering abundant interest. There were a total of 37 bidders that came prepared to bid on the Subject Property on May 18, 2022. An additional 56 potential bidders were contacted by Joe Pyle Auctions and informed that that sale was cancelled. This level of interest is outstanding. K&S says postponing a trustee's foreclosure sale will result in a loss of the interest in the Subject Property that had been garnered. Many potential bidders were investors that have opportunities to purchase other similar properties regularly and may pursue other properties if this sale is delayed for a significant period of time. * * * According to court documents, Jade Investments estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 28, 2022 at 10:00 a.m., at the Office of U.S. Trustee. About Jade Investments Jade Investments LLC owns several residential rental properties in Beckely, West Virginia. Jade Investments LLC previously sought Chapter 11 protection (Bankr. S.D. W.Va. Case No. 18-50025) on Feb. 6, 2018. In October 2020, the Debtor won an order dismissing its Chapter 11 case. Jade Investments LLC sought protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 22-50044) on May 17, 2022. In the petition filed by Joshua Conaway, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Honorable Bankruptcy Judge Mckay B. Mignault oversees the new case. Joseph W. Caldwell, Esq., at Caldwell and Riffee, is the Debtor's counsel. JINZHENG GROUP: IMC Says Lien Survives Plan Confirmation -------------------------------------------------------- Investment Management Company, LLC ("IMC"), filed an opposition to debtor Jinzheng Group (USA) LLC's Chapter 11 Plan of Reorganization. According to IMC, the IMC lien survives confirmation and binds the Reorganized Debtor. While the Plan implies that the IMC lien will survive the chapter 11 plan confirmation, specific language should be included such that the IMC lien will survive confirmation, unaltered. The IMC asserts that the Plan at Section V(B) should provide: "Effect of Confirmation should unequivocally state that confirmation of the Plan revests all of the property of the estate in the Reorganized Debtor with liens and encumbrances of recorded, unmodified." Attorney for Investment Management Company, LLC: Allan D. Sarver, Esq. Attorney at Law 16000 Ventura Boulevard, Suite 1000 Encino, California 91436 Telephone: (818) 981-0581 Facsimile: (818) 981-0026 E-mail: ads@asarverlaw.com About Jinzheng Group (USA) Jinzheng Group (USA) LLC, owner of multiple properties in Los Angeles County, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-16674) on Aug. 24, 2021, listing up to $50 million in both assets and liabilities. Judge Ernest M. Robles oversees the case. Shioda, Langley & Chang LLP serves as the Debtor's legal counsel. The U.S. Trustee for Region 16 appointed an official committee of unsecured creditors on Jan. 25, 2022. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. JNF INVESTMENTS: Seeks to Hire Houston Law Firm as Counsel ---------------------------------------------------------- JNF Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ The Houston Law Firm PA as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued management of its business operations; (b) advise the Debtor regarding its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the Debtor's interest in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Kathy Houston, Esq., a member at The Houston Law Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathy L. Houston, Esq. The Houston Law Firm, PA 15321 S. Dixie Hwy., Ste. 205 Miami, FL 33157-1814 Telephone: (305) 420-6609 Facsimile: (786) 441-4416 Email: mail@houstonlawfl.com About JNF Investments JNF Investments, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14005) on May 22, 2022, listing up to $1 million in both assets and liabilities. Jaymet Alvarez, manager, signed the petition. Judge Laurel M. Isicoff oversees the case. Kathy L. Houston, Esq., at The Houston Law Firm, PA serves as the Debtor's counsel. JORDAN RESTAURANT: Seeks Chapter 11 Bankruptcy Protection --------------------------------------------------------- Jordan Restaurant Group Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code on May 18, 2022. The next day, it filed an amended Chapter 11 petition to indicate that its small business case is electing not to proceed under Subchapter V. According to court documents, Jordan Restaurant Group estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. The Section 341(a) meeting of creditors is slated to be held on June 17, 2022, at 9:30 a.m. About Jordan Restaurant Group Jordan Restaurant Group Inc. d/b/a Smokin Aces BBQ & Steakhouse, is a barbeque restaurant in Florida. On May 18, 2022, Jordan Restaurant Group filed for chapter 11 protection in the Middle District of Florida (Case No. 22-01995). The Debtor disclosed $100,000 to $500,000 in assets and less than $1 million of liabilities. Ronald Cutler, of Ronald Cutler PA, is the Debtor's counsel. KW EXCAVATION: Seeks Cash Collateral Access ------------------------------------------- KW Excavation, Inc. asks the U.S. Bankruptcy Court for the District of Utah for authority to use cash collateral in accordance with the proposed budget and provide adequate protection. The Debtor requires the use of cash collateral, including on an immediate, interim basis, in order to preserve the value of estate assets and accomplish its strategic objectives to maximize the value of the estate. Currently, the Debtor lacks sufficient unencumbered funds with which to operate its business on an ongoing basis. As a result, the Debtor has an urgent and immediate need for cash to continue to operate. The entities with known interest in the cash collateral are Funderslink and Platinum Rapid Funding Group, which have been listed by the Debtor on its list of creditors. The Debtor intends to use the cash collateral to pay post-petition expenses incurred in the ordinary course of business and to pay any pre-petition expenses the Court permits to be paid. The cash collateral secures the advance payments the Creditors made to the Debtor. According to the Debtor's records, Funderslink's claim as of the lien date was $165,000 and Platinum's was $298,000. According to the information available to the Debtor, any security interest Platinum has is unperfected. While the Debtor lacks unencumbered funds to run its operations without the cash collateral, its revenue and cash flow positions are improving as it begins and accelerates its work on bonded government projects. Further, these projects are a highly secure source of accounts receivable, more secure than what the Creditors originally bargained for, provided the Debtor can deliver the services it has contracted for. The Debtor therefore projects that the Creditors will improve their security positions relative to the Debtor's accounts if the Debtor is allowed to use the cash collateral to continue operating. The Debtor takes issue with at least part of Funderslink's claim. Funderslink's collection efforts have included seizing Ms. Janeice Whitaker's exempt veteran's benefits and her spouse's separate funds and publishing Ms. Whitaker's personal financial information without redaction, including the publishing of her Social Security number. The Debtor therefore believes there should be some relief against any claim by Funderslink. A copy of the motion is available at https://bit.ly/3x0lZMI from PacerMonitor.com. About KW Excavation, Inc. KW Excavation, Inc. provides utility system construction services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 22-21925) on May 25, 2022. In the petition signed by Janeice Whitaker, president/owner, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge William T. Thurman oversees the case. Knufe Rife, Esq., at Rife Law Office is the Debtor's counsel. KW EXCAVATION: UST Appoints Rothschild as Subchapter V Trustee -------------------------------------------------------------- Patrick S. Layng, United States Trustee for Region 19, appointed Brian M. Rothschild as Subchapter V trustee for KW Excavation, Inc. The Subchapter V trustee is covered by a blanket bond. In the Subchapter V trustee's investigation, the Subchapter V trustee discovered no known connections to the Debtor's creditors, equity holder, manager, or litigation counterparties except as follows: * The Firm represents clients who are debtors of the IRS and the Utah State Tax Commission in tax disputes and provides tax advice. None of the disputes or representations relates to the Debtor. * Shareholder Gary Shumaker in the Firm's Boise, Idaho office, does occasional work on unrelated matters for United Rentals. There are no open matters for United Rentals at this time. The Debtor lists United Rentals among its twenty largest unsecured creditors. * Parsons attorney Adam L. Bondy represents Daz Management against Honnen Equipment Company in an unrelated commercial dispute. Honnen is listed as a creditor of KW. The Debtor lists Honnen Equipment Company among its twenty largest unsecured creditors. A copy of the appointment is available for free at https://bit.ly/3GrusNs from PacerMonitor.com. The Subchapter V trustee can be reached at: Brian M. Rothschild, Esq. PARSONS BEHLE & LATIMER 201 South Main Street, Suite 1800 Salt Lake City, UT 84111 Telephone: 801-532-1234 Facsimile: 801-536-6111 E-mail: BRothschild@parsonsbehle.com ECF@parsonsbehle.com About KW Excavation KW Excavation provides utility system construction services. The Debtor filed Chapter 11 Petition (Bankr. D. Utah Case No. 22-21925) on May 25, 2022. Hon. William T. Thurman oversees the case. Knufe Rife, Esq. of RIFE LAW OFFICE is the Debtor's Counsel. In the petition signed by Janeice Whitaker, president/owner, the Debtor disclosed $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. LAUTERBACH LABORATORIES: Says UST's Plan Objection Premature ------------------------------------------------------------ Lauterbach Laboratories, Inc., responded to the U.S. Trustee's objection to its Disclosure Statement. The Debtor points out that the United States Trustee is premature as no confirmation of Debtor's plan has been scheduled, and says the U.S. Trustee's objection is speculative and unwarranted. The Debtor has set forth the required financial summary on the attachments to the Disclosure Statement. The Debtor further points out that the information set forth on the documents attached to the Disclosure Statement reflects an accurate projection of revenue and disbursements of the business. According to the Debtor, Paragraph 19 contains conclusions of law for which no response is required. The Debtor believes that the financial information set forth on the documents attached to the Disclosure Statement contains adequate information to permit a vote on the plan. The Debtor believes and therefore avers that the Disclosure Statement and Plan contain adequate information to assist creditors to make an information decision about their treatment under the plan. The Debtor will amend the Disclosure Statement and Plan to cure any filed objections. The Debtor asserts that the financial projections reflect the Debtor's principal's experience in operating the business over the last 30 years. Tax Payments The Debtor notes that the relevant tax payments to the Internal Revenue Service and the Pennsylvania Department of Revenue have priority over the general unsecured creditors. However, as set forth in the documents, the unsecured creditors shall receive more under the Plan as opposed to a liquidation of the Debtor's assets. The Debtor is currently working on a complete review of relevant tax payments made to the Internal Revenue Service and the Pennsylvania Department of Revenue that will show a substantial reduction of claims filed of record. The Debtor anticipates that the relevant information regarding tax payments made by the Debtor will reflect substantial reductions in the filed claims of record. It is anticipated that appropriate stipulations can be filed to reconcile any discrepancies set forth in the filed proofs of claims. In the event that the payment is increased, the Debtor anticipates that the cash flow from the operation of the business will be adequate to make the payments. The Debtor's principal may seek additional equity investors in the future to make required payments under the Plan. The Debtor believes and therefore avers that Post-Covid operations will generate more profits for the business. The Debtor's former employee made payments for tax liabilities during the requisite time period but did not file the quarterly returns. The Debtor is working on the company's financial records to ascertain the payments made but not recorded by the Commonwealth. The Debtor's preliminary findings on the delinquent quarterly returns have shown substantial payments to the tax claimants during the requisite time periods set forth in the objections. Attorney for the Debtor: Dennis J. Spyra, Esq. 3265 Long Hollow Road Elizabeth, PA 15037 Tel: (412) 673-5228 E-mail: attorneyspyra@dennisspyra.com About Lauterbach Dental Lauterbach Dental Lab, Inc., filed a petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 21-22189) on Oct. 6, 2021, listing as much as $50,000 in both assets and liabilities. Joseph W. Lauterbach, president of Lauterbach Dental Lab, signed the petition. The Debtor tapped Dennis J. Spyra, Esq., as legal counsel. LEGACY EDUCATION: Reveals Progress on Partnership With Cris Carter ------------------------------------------------------------------ Legacy Education Alliance, Inc. announced progress on its planned partnership with Cris Carter, Pro Football Hall of Fame 2013. Barry Kostiner, Chairman and CEO of Legacy Education, remarked "We are delighted to announce the progress on our "Smart Brother" branded marketing partnership with Cris Carter. We believe that his passion and personal story is building the foundation of Legacy Education's future, bringing us beyond entrepreneurial education to using our live event and mentoring operations to give underserved youth a path to financial success and achievement of life goals. Additionally, we are working towards partnering with Alicia Hanf on providing education products and services for military personnel. Alicia's passion and talents are also expected to be a significant contribution to building out the implementation of our vision." Cris Carter commented, "As I have entered into the business phase of my career, I have been offered several opportunities to profit from my experience and reputation. My personal desire is to give back to youth. We have created Apex Sports as an education platform to reach youth who desire guidance on a sports career path. By working with Legacy Education, we are seeking to inspire young people on the importance of going beyond sports to focus on basic education and achieve the solid foundation needed to facilitate a career and family stability. Even the rare students who do succeed in sports need to have the culture and support system to acquire skills that allow them to succeed in life after their sports career reaches its natural conclusion. I look forward to working with Legacy Education and our team to partner with non-profit organizations, and bring hope to those who have lost hope, and a path to success for those who are struggling." Barry Kostiner continued, "Under the leadership of Andrew McDonald, Tim Chaffin and his daughter Whitney Chaffin, Legacy Education is seeking to restructure and rebuild the real estate and trading education business previously used to serve the Rich Dad, Poor Dad brand. We believe that Legacy Education, with over $800 mm in revenue previously associated with Robert Kiyosaki and real estate education, can be the engine to continue to serve the market seeking entrepreneurial education and mentoring, while leveraging its infrastructure and experience to deliver on inspiring live events and mentoring for youth in underserved communities. We believe in pairing cutting edge technology with personal mentoring and guidance, as buying a book online is very different from pursuing a university degree, launching a career and transforming a community. As part of our technology and awareness initiative, we expect to launch an automated social media campaign focused on educating LEAI investors and customers on our renewed vision and mission." Legacy Education has released a new presentation explaining its planned partnership with Cris Carter, as well as additional details on the strategic vision and implementation. Legacy Education closed on the initial $100,000 funding of its convertible bridge financing to its planned Nasdaq uplisting. Such securities will not be and have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About Legacy Education Cape Coral, Fla.-based, Legacy Education Alliance, Inc. -- http://www.legacyeducationalliance.com-- is a provider of practical and value-based educational training on the topics of personal finance, entrepreneurship, real estate investing strategies and techniques. Legacy Education reported a net loss of $566,000 for the year ended Dec. 31, 2021. As of March 31, 2022, the Company had $1.01 million in total assets, $23.87 million in total liabilities, and a total stockholders' deficit of $22.87 million. Hamilton, New Jersey-based Ram Associates, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has a net capital deficiency and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. LOGOS INC: Seeks to Hire Weinblatt & Associates as Accountant ------------------------------------------------------------- Logos, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Weinblatt & Associates, PA as its accountant. The Debtor needs an accountant to provide accounting and financial support during its bankruptcy proceeding and to support its plan of reorganization. Paul Weinblatt, CPA, a member of Weinblatt & Associates, will be paid at an hourly rate of $275 for his preparation and testimony in this case. Mr. Weinblatt disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Weinblatt, CPA Weinblatt & Associates, PA 606 Baltimore Ave, Suite 305 Towson, MD 21204 Telephone: (410) 494-9430 Facsimile: (410) 494-9434 Email: paul@weinblattassociates.com About Logos Inc. Logos Incorporated -- https://logos-development.com – doing business as 510 Johnnys, is a New York City based multi-disciplinary real estate development & investment advisory company. Logos Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12491) on May 9, 2022. In the petition filed by Mohammed Jadoo, vice-president, the Debtor listed up to $50,000 in assets and up to $1 million in liabilities. Judge David E. Rice oversees the case. Robert B. Scarlett, Esq., at Scarlett & Croll, PA and Weinblatt & Associates, PA serve as the Debtor's legal counsel and accountant, respectively. MAJESTIC HILLS: Unsecureds, Township to Get Liquidation Proceeds ---------------------------------------------------------------- Judge Gregory L. Taddonio will conduct a hearing on the sufficiency of the Amended Disclosure Statement to Accompany First Amended Joint Chapter 11 Plan [sic] Liquidation of Majestic Hills, LLC on June 30, 2022 at 10:00 a.m. in Courtroom A, 54th Floor U.S. Steel Tower, 600 Grant St., Pittsburgh, Pa. 15219. Any objections to the approval of the Disclosure Statement must be filed no later than June 28, 2022. To the extent that the parties agree to a joint hearing to approve the plan and disclosure statement, the parties shall file a stipulation under certification of counsel to that effect no later than June 14, 2022. Chapter 11 Plan Majestic Hills submitted a First Amended Chapter 11 Plan and a corresponding Amended Disclosure Statement. The Debtor was formed to develop 179 single family lots in North Strabane Township, Washington County, Pennsylvania. Once developed, Majestic Hills, LLC sold the lots to NVR, Inc. d/b/a Ryan Homes ("NVR"), who then undertook the building and selling of the homes. The Plan provides for the liquidation and conversion of all of the Debtor's remaining assets to cash and the distribution of the net proceeds realized from the sale of assets to creditors holding Allowed Claims in accordance with the treatment set forth in the Plan. The Debtor will be dissolved after all of its assets are transferred to a Liquidation Trust. All of the Debtor's and the Estate's assets will be transferred to a Liquidation Trust established under the Plan to pursue the Retained Causes of Action under the Plan. The Liquidation Trust will be controlled by a Liquidation Trustee appointed pursuant to the Plan and overseen by an Advisory Board comprised of three members: (i) a representative appointed by the Committee; (ii) a representative of the Plan Proponents; and (iii) a representative of the PA DEP. A percentage of the proceeds of any recoveries made by the Liquidation Trust will be paid into an escrow account established at the direction of the Pennsylvania Department of Environmental Protection to fund remediation efforts. Partial distributions will be made to Holders of Allowed Class 1 General Unsecured Claims, and Class 2 Township Claims as soon as practicable after the Effective Date of the Plan in the sole discretion of the Liquidation Trustee. The Debtor has no secured creditors that will retain liens under the Plan. The Plan provides for the treatment of claims and interests: * Holders of Allowed Administrative Expense Claims, Professional Fee Claims, and Priority Tax Claims will be paid in full in accordance with certain timing provisions and conditions set forth in the Plan, and subject to Orders previously entered by the Bankruptcy Court, including the Modified Order; * The Township and each Holder of an Allowed General Unsecured Claim will receive a pro-rata share of the Net Liquidation Trust Assets, after accounting for the PA DEP Remediation Set Aside, in full and final satisfaction of such Claims; * Holders of Existing Equity Interests will have their Interests extinguished and shall not receive any distribution. Under the Plan, holders of Class 1 General Unsecured Claims will receive a pro rata share of the Net Liquidation Trust Assets, after accounting for the PA DEP Remediation Set Aside, in full and final satisfaction of such Claims. Class 2 Township General Unsecured Claims are not less than $4,276,321. The Holder of the Allowed Township Claim will receive a pro-rata share of the Net Liquidation Trust Assets, after accounting for the PA DEP Remediation Set Aside, in full and final satisfaction of such Claims. The Plan will be funded from the Debtor's Assets, including any proceeds generated therefrom. Counsel to NVR, Inc., and Township of North Strabane: Kathleen A. Gallagher, Esq. Russell Giancola, Esq. GALLAGHER GIANCOLA LLC 3100 Koppers Building, 426 Seventh Avenue Pittsburgh, PA 15219 Tel: (412) 717-1920 Tel: (412) 717-1921 Email: kag@glawfirm.com rdg@glawfirm.com - and - Louis T. DeLucia, Esq. Alyson M. Fiedler, Esq. Michael W. Ott, Esq. ICE MILLER LLP 1500 Broadway, Ste. 2900 New York, New York 10036 Tel: (212) 835-6312 Tel: (212) 835-6315 Tel: (312) 726-7103 E-mail: Louis.DeLucia@icemiller.com Alyson.Fiedler@icemiller.com Michael.Ott@icemiller.com A copy of the Order dated May 27, 2022, is available at https://bit.ly/3wVZNo6 from PacerMonitor.com. A copy of the Disclosure Statement dated May 27, 2022, is available at https://bit.ly/3z5CKIX from PacerMonitor.com. About Majestic Hills Majestic Hills, LLC, a privately held company that owns certain property in Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-21595) on May 21, 2020. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. The Hon. Gregory L. Taddonio oversees the case. The Debtor's counsel is Donald R. Calaiaro of Calairo Valencik. MARY'S WOODS: Fitch Affirms 'BB' IDR, Outlook Stable ---------------------------------------------------- Fitch Ratings has affirmed Mary's Woods at Marylhurst, OR's (MWM) Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed the 'BB' ratings on the series 2018A revenue bonds issued by the Hospital Facility Authority of Clackamas County, OR, and the series 2017A revenue bonds issued by the Public Finance Authority on behalf of MWM. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of obligated group gross revenues, a mortgage lien on certain property and a debt service reserve fund. ANALYTICAL CONCLUSION The 'BB' rating reflects MWM's thin leverage and capital-related metrics (resulting from debt issuances in 2017 and 2018), balanced against strong revenue defensibility (highlighted by good independent living unit [ILU] occupancy rates) and a sound overall operating risk profile assessment. While MWM continues to face macro headwinds such as labor pressures and inflation, over time, with the successful fill up of the ILU expansion project (The Village), cash flow generation should improve, contributing to stabilization of leverage metrics over the next several years. KEY RATING DRIVERS Revenue Defensibility: 'a' Strong Demand Indicators Bolstered by Quality Service Area MWM's revenue defensibility is bolstered by strong demand for its services of a good primary market area (PMA). The PMA benefits from population growth exceeding national averages and median household income that is well above state and national averages. Per Zillow.com, the average home value in Lake Oswego is well above the state and national averages, and home values in the city have risen more than 20% over the last year. Favorable demographics and robust housing market have supported strong demand and high occupancy for MWM. Management reports that as of May 2022, MWM's ILU waitlist totals approximately 580 prospective residents, suggesting ample demand for its services. As a result, ILU occupancy remains strong, and measured approximately 93% at FYE 2021 and 94% as of March 31, 2022. The demand was also reflective in the continued successful sale and fill up of the new ILUs at The Village. Accordingly, MWM easily met its occupancy covenant requirements for its Stage II ILUs per its MTI. Non-ILU occupancy, however, has struggled, affected by the coronavirus pandemic and ongoing macro labor challenges. Assisted living unit (ALU) occupancy measured about 64% at FYE 2021 and only 51% at March 31, 2022. Memory care (which held up well initially during the pandemic), declined to 56% at FYE 2021, although rebounded to 74% as of March 31, 2022. Nevertheless, given the robust demand for ILUs, long term Fitch believes ALU and memory care occupancy rates should rebound, particularly as labor pressures decline over time. Fitch views MWM's rates and affordability as providing moderate price flexibility, with rate increases that occur regularly and are affordable relative to the service area's robust median home values and the estimated net worth of target residents (per management data) relative to weighted average entrance fees. Operating Risk: 'bbb' Near-Term Operating Pressures; Long-Term Metrics Should Improve MWM's midrange operating risk assessment reflects its very young average age of plant given the completion of the expansion project, offset somewhat by historically weaker operating metrics that continued into interim fiscal 2022. Nevertheless, given consistent demand, Fitch expects overall occupancy rates to improve over the next couple of years. MWM offers Type B contracts, with the majority of residents on 80% refundable contracts, and the remaining residents in either 50% refundable or no-refundable contracts. Due to the pandemic, slower turnover in existing ILUs resulted in lighter net entrance fees received in fiscal 2020, trends that accelerated in fiscal 2021. Due to state and local restrictions, many residents postponed moving through the continuum of care during the pandemic. With less ILU turnover, MWM generated $2.6 million in net entrance fees received in fiscal 2020 and net negative fees received of -$1.4 million in fiscal 2021 (compared with the historical average of about $4.5 million in net entrance fees per year). Management also notes particularly low occupancy at its ALU building. Core operating results (not including entrance fees) held up reasonably well with management expense initiatives, as MWM recorded a net operating margin (NOM) of 6.6% in fiscal 2020 and 8.5% in fiscal 2021. Interim fiscal 2022 presented a different set of challenges. Through nine-months fiscal 2022, MWM's NOM turned negative at -3.7% as the organization had to contend with macro headwinds such as ongoing labor pressures, inflation, and the omicron surge in late calendar year 2021 and early calendar 2022. On the other hand, entrance feeds rebounded sharply, with net entrance fees of $7.7 million recorded through nine months fiscal 2022, resulting a robust NOM-adjusted of nearly 22%. Longer term, Fitch expects MWM's core operating metrics to rebound to levels more consistent with historical trends (e.g., NOM in the 5% - 8% range), while an eventual normalizing of entrance fees should yield NOM-adjusted in the 12% - 18% range. Management is implementing a number of cost management tools, namely labor initiatives, and eventually MWM should benefit from a rebound in ALU occupancy. Future capital spending should moderate following a recent period of high capex related to The Village expansion project. MWM's capital spending ratio in the coming years likely will be less than 50%, after it averaged more than 700% between fiscals 2017 and 2021. As a result of the recent robust capex, MWM's average age measured a very low 7.3 years at FYE 2021. Capital-related metrics remain modest due to significant debt issued to fund the expansion project. In fiscal 2021, revenue-only maximum annual debt service (MADS) coverage was 0.7x, MADS-to-revenue was a high 20%, and debt-to-net available was 39x. While MWM remains leveraged, Fitch expects the completion of expansion project and successful filling of the new ILUs should result in moderately improved capital-related ratios over time. Financial Profile: 'bb' High Debt Load Results in Thin Leverage Metrics Unrestricted cash and investments measured nearly $43 million at FYE 2021, which held steady at unaudited March 31, 2022 at approximately $43.5 million. Cash on hand exceeded a sound 400 days at both FYE 2021 and March 31, 2022. Cash-to-adjusted debt, however, remains compressed, measuring approximately 22% at FYE 2022 and March 31, 2022 (inclusive of operating leases). Total debt is just in excess of $195 million. The lease debt is related to MWM's ground lease -- the campus is situated on land owned by the Sisters and MWM leases the land under a ground lease from the Sisters. The lease obligation represents the funding level for a hypothetical purchase of the leased asset and is included in Fitch's core leverage metrics. Per Fitch's forward-looking scenario analysis, MWM balance sheet will remain leveraged, although capital-related ratios should stabilize and improve over time. Even in a stress case scenario, ratios remain consistent with Fitch's 'BB' category. Asymmetric Additional Risk Considerations There are no asymmetric risk factors affecting the rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Improvement and stabilization in operating metrics; -- Significant improvement in leverage position with cash-to- adjusted debt sustained at 40% or higher. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Deterioration in unrestricted liquidity leading to weaker capital-related metrics, particularly if cash-to-adjusted debt were sustained below 15%; -- Failure to meet future covenant requirements. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE MWM is a Type B life plan community that opened in 2001 in Lake Oswego in Oregon's Willamette Valley, on land owned by the Sisters of the Holy Names of Jesus and Mary (the Sisters). Mary's Woods operates a life plan community (LPC) consisting of 479 ILUs and 153 ALUs, which includes new units from the recent expansion. In 2019, management transitioned the remaining five skilled nursing beds into ALUs and no longer has skilled nursing facility (SNF) exposure. Total operating revenues measured in excess of $31 million in audited fiscal 2021 (June year-end). ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING PRIOR ---- ------ ----- Mary's Woods at LT IDR BB Affirmed BB Marylhurst (OR) Mary's Woods at Marylhurst LT BB Affirmed BB (OR)/General Revenues/1 LT MEGA-PHILADELPHIA LLC: Gets OK to Tap Radiotvlaw as Special Counsel ------------------------------------------------------------------- Mega-Philadelphia LLC and M.S. Acquisitions & Holdings, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Radiotvlaw Associates, LLC as special counsel. Radiotvlaw will render these services: (a) prepare, review, and submit broadcast license renewal applications to ensure all licenses are current with the Federal Communications Commission (FCC) and pay any filing fees associated with same; (b) prepare, review, and submit transfer, control, and assignment applications and pay any filing fees associated with same; and (c) represent Mega-Philadelphia in connection with any required FCC licensing filings as reasonably necessary to ensure it is in good standing with the FCC. Anthony Lepore, Esq., an attorney at Radiotvlaw Associates, will be paid at his hourly rate of $300, plus reimbursement of expenses incurred. Mr. Lepore disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Anthony T. Lepore, Esq Radiotvlaw Associates, LLC 4101 Albemarle Street NW, Suite 324 Washington, DC 20016-2151 Telephone: (202) 681-2201 Email: anthony@radiotvlaw.net About Mega-Philadelphia and M.S. Acquisitions Mega-Philadelphia, LLC is a music and radio station business that provides radio broadcasting services in Philadelphia, South New Jersey, and Atlantic City, N.J. Based in Naples, Fla., Mega-Philadelphia generates advertisement revenue through broadcast radio and live promotional events. M.S. Acquisitions & Holdings, LLC is the 100% owner and sole member of Mega-Philadelphia. Mega-Philadelphia and M.S. Acquisitions filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 22-00340) on Mar. 25, 2022. Amy Denton Harris serves as Subchapter V trustee. In the petitions signed by Michael Sciore, chief executive officer, Mega-Philadelphia listed $346,574 in assets and $2,285,961 in liabilities while M.S. Acquisitions listed $196,427 in assets and $5,526,926 in liabilities. Judge Caryl E. Delano oversees the Debtors' cases. Brett Lieberman, Esq., at Edelboim Lieberman Revah PLLC, KapilaMukamal LLP, and Radiotvlaw Associates LLC serve as the Debtors' legal counsel, financial advisor and special counsel, respectively. MERION INC: Incurs $235K Net Loss in First Quarter -------------------------------------------------- Merion, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $235,441 on $145,889 of sales for the three months ended March 31, 2022, compared to a net loss of $297,640 on $435,362 of sales for the three months ended March 31, 2021. As of March 31, 2022, the Company had $558,992 in total assets, $1.98 million in total liabilities, and a total shareholders' deficit of $1.42 million. As of March 31, 2022, the Company had a cash balance of approximately $6,000, compared to a cash balance of approximately $900 at Dec. 31, 2021. "In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. Other than operating expenses and current liabilities of approximately $1.6 million, the Company does not have significant cash commitments. Cash requirements include cash needed for purchase of inventory, payroll, payroll taxes, rent, and other operating expenses. However, in response to the liquidity factors described above, the Company has continued to find ways to reduce its operating expenses. In addition, should our Company need funds, our principal shareholder and Chief Executive and Financial Officer Mr. Dinghua Wang may lend additional money to the Company from time to time to the extent he is in a position and willing to do so. No assurance can be provided that he will continue to lend funds to the Company in the future," Merion said. "Management has concluded under U.S. GAAP that there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenue and sufficient working capital. If we are unable to generate significant revenue or secure financing, we may be required to cease or limit our operations. Our financial statements do not include adjustments that might result from the outcome of this uncertainty," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1517498/000147793222003877/ewlu_10q.htm About Merion Merion, Inc. is a provider of health and nutritional supplements and personal care products based in West Covina, California. Currently, the Company is mainly selling its products over the Internet directly to end-user customers through its websites, www.dailynu.com and www.merionus.com, and to wholesale distributors through phone and electronic communication. Merion reported a net loss of $1.20 million for the year ended Dec. 31, 2021, compared to a net loss of $1.82 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $624,769 in total assets, $1.81 million in total liabilities, and a total shareholders' deficit of $1.19 million. Flushing, New York-based Wei, Wei & Co., LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 8, 2022, citing that the Company reported net losses of approximately $1,196,000 for the year ended Dec. 31, 2021. At Dec. 31, 2021, the Company has a significant working capital deficiency of approximately $1,300,000, a shareholders' deficit of approximately $1,185,000 and has had to rely on additional borrowings to continue its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MERISOL VILLAGES: Case Summary & Nine Unsecured Creditors --------------------------------------------------------- Debtor: Merisol Villages, LLC Texas Hwy 361 Port Aransas, TX 78373 Business Description: Merisol Villages is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of 25.559 acres located in Port Aransas, TX, valued at $9.62 million. Chapter 11 Petition Date: May 31, 2022 Court: United States Bankruptcy Court Southern District of Texas Case No.: 22-20135 Judge: Hon. David R. Jones Debtor's Counsel: Raymond Battaglia, Esq. LAW OFFICES OF RAY BATTAGLIA, PLLC 66 Granburg Circle San Antonio, TX 78218 Tel: 210-601-9405 Email: rbattaglialaw@outlook.com Total Assets: $9,626,128 Total Liabilities: $1,682,589 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Charles J. Castor, Jr., as sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6SQBW5I/MERISOL_VILLAGES_LLC__txsbke-22-20135__0001.0.pdf?mcid=tGE4TAMA MONSTER INVESTMENTS: Appointment of Chapter 11 Examiner Sought -------------------------------------------------------------- Monster Investments, Inc. moves the U.S. Bankruptcy Court for the District of Maryland for the entry of an order authorizing the appointment of a Chapter 11 Examiner. The Debtor points out that: * Over the years, the Debtor had placed its trust and confidence in Avance and especially in Soledad Herrera, who was the Debtor's primary contact with Avance, and whom, until after the filing of this case, the Debtor believed was a principal of Avance. * Prior to the Petition Date, the Debtor began to learn that Avance had not properly concluded a number of transactions that had been referred to it and suspected that there were irregularities in some of the transactions involving the Debtor. * The Debtor became aware of these irregularities when, among other things, transactions which were supposed to have been undertaken for the benefit of parties other than the Debtor were closed with the Debtor as a party, and transactions which were supposed to have been pursued for the benefit of the Debtor were concluded with money going to the Mr. Bernard and Ms. Robinson -- Debtor's Principals -- or entities controlled by the Debtor's Principals. * Although facts have been developed to evidence the fraudulent acts of Ms. Herrera and Avance, a number of creditors have expressed concern as to the role of the Debtor and the Debtor's Principals with regard to these transactions. * The Debtor is confident that it could pursue its own discovery through its own professionals and present this Court with a summary of its findings; however, the Debtor is concerned that the Debtor's conclusions would be questioned and doubted by its creditors. * The Debtor has concluded that it would be a better use of its funds, and of its counsel's time, to have the investigation conducted by an independent third-party whose conclusions could not legitimately be questioned by creditors, and whose findings could be used as the basis of a Complaint or Complaints that would later be pursued by the Debtor for the benefit of its estate. A copy of the Debtor's motion is available for free at https://bit.ly/3GBLKYk from PacerMonitor.com. Attorneys for the Debtor-in-Possession: Michael G. Wolff, Esq. Wolff & Orenstein, LLC 15245 Shady Grove Road North Lobby, Suite 465 Rockville, MD 20850 Tel: 301-250-7232 Fax: 301-816-0592 Email: mwolff@wolawgroup.com About Monster Investments Monster Investments, Inc. is a Hughesville, Md.-based company primarily engaged in renting and leasing real estate properties. It is the fee simple owner of 28 real properties in Maryland and Florida having an aggregate value of $9.95 million. Monster Investments filed its voluntary petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16592) on Oct. 19, 2021, listing $10,018,848 in assets and $16,529,878 in liabilities. Donald Bernard, president of Monster Investments, signed the petition. Judge Lori S. Simpson oversees the case. Michael G. Wolff, Esq., at Wolff & Orenstein, LLC represents the Debtor as legal counsel while Gheen Accounting and Tax Service Company serve as the Debtor's accountant. MONSTER INVESTMENTS: Taps Earl Castain of Ebon Aries as Sales Agent ------------------------------------------------------------------- Monster Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Earl Castain, a sales agent at Ebon Aries Realty Group, to assist in the sale of its real property located at 45016 Graves Road, Hollywood, Md. Mr. Castain will receive a commission of 6 percent of the gross sales price, plus $5,000 if the property is sold at private sale as a result of his effort. He proposes compensation to the buyer's broker in the form of a commission of 2.5 percent of the gross purchase price, plus $395. In the event that the Debtor requests that the sales agreement be terminated, Mr. Castain proposes a cancellation fee of $500, plus applicable sales tax and reimbursement of expenses incurred. Mr. Castain disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The sales agent can be reached at: Earl Castain Ebon Aries Realty Group 41655 Fenwick St. #1105 Leonardtown, MD 20650 Telephone: (240) 309-4250 About Monster Investments Monster Investments, Inc. is a Hughesville, Md.-based company primarily engaged in renting and leasing real estate properties. It is the fee simple owner of 28 real properties in Maryland and Florida having an aggregate value of $9.95 million. Monster Investments filed its voluntary petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16592) on Oct. 19, 2021, listing $10,018,848 in assets and $16,529,878 in liabilities. Donald Bernard, president, signed the petition. Judge Lori S. Simpson oversees the case. Michael G. Wolff, Esq., at Wolff & Orenstein, LLC represents the Debtor as legal counsel. MOUNTAIN PROVINCE: Appoints Kelly Stark-Anderson as Director ------------------------------------------------------------ Mountain Province Diamonds Inc. has appointed Ms. Kelly Stark-Anderson to its Board of Directors. Her appointment follows the departure of Dean Chambers, who has chosen the step-down due to other commitments. An accomplished executive in the Canadian mining industry, Ms. Stark-Anderson has over 25 years experience in the legal, M&A, financing and governance areas, combined with deep experience in Environmental, Social, Governance (ESG) matters. Ms. Stark-Anderson is currently the executive vice president Corporate Affairs, general counsel & corporate secretary and Corporate Compliance Officer for Dundee Precious Metals Inc. (TSX:DPM) and previously has acted as vice-president, Legal and Corporate Secretary for SSR Mining Inc. Ms. Stark-Anderson led her own firm providing corporate/commercial, governance and securities compliance services to public, private and crown entities. Ms. Stark-Anderson's deep experience in ESG, legal, financing and M&A will be a valuable addition to the Company's board. Jonathan Comerford, the Company's Chairman, commented: "We are extremely happy to have Kelly join our Board of Directors. Her legal expertise and strong ESG experience are areas we were seeking to strengthen on our Board, which together with her extensive governance experience will be extremely beneficial as the Company advances through 2022 and beyond. The recent national award received by the Gahcho Kue mine for a collaborative monitoring program with the indigenous Ni Hadi Xa community is one example of the important work we do, and Kelly will bring a fresh perspective to our ESG approach. I would also like to thank Dean for his considerable contribution to the Board of Mountain Province during a very challenging time for the Company, and wish him well in his future endeavors." About Mountain Province Mountain Province is a Canadian-based resource company listed on the Toronto Stock Exchange under the symbol 'MPVD'. The Company's registered office and its principal place of business is 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, ON, Canada, M5J 2S1. The Company, through its wholly owned subsidiaries 2435572 Ontario Inc. and 2435386 Ontario Inc., holds a 49% interest in the Gahcho Kue diamond mine, located in the Northwest Territories of Canada. De Beers Canada Inc. holds the remaining 51% interest. The Joint Arrangement between the Company and De Beers is governed by the 2009 amended and restated Joint Venture Agreement. Mountain Province reported net income of C$276.17 million for the year ended Dec. 31, 2021, compared to a net loss of C$263.43 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had C$877.50 million in total assets, C$413.31 million in total current liabilities, C$336,000 in lease obligations, C$92.39 million in decommissioning and restoration liability, C$20.72 million in deferred income tax liabilities, and C$350.74 million in total shareholders' equity. Toronto, Canada-based KPMG LLP, the Company's auditor since 1999, issued a "going concern" qualification in its report dated March 28, 2022, citing that the Company faces liquidity challenges as a result of liabilities with maturity dates through December 2022 and short-term financial liquidity needs that raises substantial doubt about its ability to continue as a going concern. NORTH RICHLAND: Unsecureds to Get 9% to 10% in Subchapter V Plan ---------------------------------------------------------------- Iced Tea with Lemon, LLC, a Debtor Affiliate of North Richland Hills Alamo, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Subchapter V Plan of Reorganization dated May 26, 2022. This Plan is for Debtor Iced Tea with Lemon, LLC only (the "Debtor" or "Iced Tea"), and does not address Creditor Claims against Debtor North Richland Hills Alamo, LLC ("NRH Debtor"). The NRH Debtor separately filed its own Subchapter V Plan of Liquidation for Debtor North Richland Hills Alamo, LLC (the "NRH Plan"). The bankruptcy case of affiliate Cinco Peliculas, LLC was previously voluntarily dismissed by agreement of the Debtors, Cinco, and approval by the Bankruptcy Court. Iced Tea owns a single Alamo Drafthouse movie theater at a leased location at 100 South Central Expressway #14, Richardson, Texas 75080 (the "Iced Tea Premises"). Iced Tea previously entered into a Franchise Agreement (as amended, the "Franchise Agreement") with the Franchisor that govern the terms and conditions of Iced Tea's rights to operate as an Alamo Drafthouse theater. Iced Tea is a part of a group of seven total Alamo Drafthouse franchisee locations (the "Company"), with six locations in the greater Dallas-Fort Worth area and one in Woodbury, Minnesota, near Minneapolis/St. Paul. Iced Tea was the Company's first Alamo Drafthouse location. Iced Tea's theater opened in August 2013. After that the location run by non-debtor Dos Peliculas, LLC was opened in February 2016 and is located at 1005 South Lamar, Dallas, Texas 75215. Class 3 consists of all General Unsecured Claims, including all Allowed Rejection Claims, but excluding all Allowed Convenience Class Claims. Each Holder of an Allowed General Unsecured Claim shall receive, in full and complete satisfaction, settlement, discharge, and release of, and in exchange for, its Allowed General Unsecured Claim, its Pro Rata share of Debtor's projected Disposable Income. In accordance therewith, Debtor will make Distributions on account of Allowed General Unsecured Claims as follows: * Year 1, the Effective Date to the end of 2022: $35,000.00 payment no later than December 30, 2023; * Year 2, 2022 to 2023: $6,211 payment no later than December 30, 2023; and * Year 3, 2023 to 2024: no more than $13,007 payment no later than December 30, 2024. Class 3 is Impaired. The Debtor estimates based solely on its schedules and its claims filed to date of filing of this Plan, not including any Rejection Claims, (and excluding any claims of the NRH Landlord) that the amount of General Unsecured Claims is $1,110,858.25. This Class will receive a distribution of 9-10% of their allowed claims. Class 4 consists of all holders of Allowed Convenience Class Claims. The Reorganized Debtor shall deliver to the holder of such Allowed Convenience Class Claim, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Convenience Class Claim, a Convenience Distribution. Holders of Allowed Convenience Class Claims will receive a single lump sum payment within 30 days of the date of their Convenience Class Claim becoming Allowed instead of smaller payments over time. Class 4 is Impaired. This Class will receive a distribution of 75% of their allowed claims. Class 6 consists of all Interests in Iced Tea. Holders of Interests in Iced Tea shall retain such Interests. Class 6 is Unimpaired. The Debtor anticipates that all Distributions made under the Plan will be funded from the Cash on hand and future earnings, which will not be less than 100% of the Debtor's projected Disposable Income for the Commitment Period. However, the Debtor reserves the right to make a lump sum payment during the Commitment Period. A full-text copy of the Subchapter V Plan dated May 26, 2022, is available at https://bit.ly/3t5kyve from Omni Agent Solutions, claims agent. Counsel to the Debtors: Liz Boydston, Esq. Stephen McKitt, Esq. Polsinelli PC 2950 N. Harwood St., #2100 Dallas, TX 75201 Tel: (214) 397-0030 Fax: (214) 397-0033 Email: lboydston@polsinelli.com smckitt@polsinelli.com - and - Andrew J. Nazar, Esq. Polsinelli PC 900 West 48th Place, Suite 900 Kansas City, MO 64112 Tel: (816) 753-1000 Fax: (816) 753-1536 Email: anazar@polsinelli.com About North Richland Hills Alamo North Richland Hills Alamo, LLC owns and operates franchisees of the premium dine-in movie theater chain, Alamo Drafthouse Cinema. Alamo Drafthouse is a dine-in movie theater concept where theaters have full-service kitchens and liquor licenses to serve alcoholic beverages. North Richland and its affiliates, Cinco Peliculas, LLC and Iced Tea with Lemon, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 22-40384) on Feb. 25, 2022. Mark Weisbart serves as the Subchapter V trustee. At the time of the filing, the Debtors listed as much as $10 million in both assets and liabilities. Judge Edward L. Morris oversees the cases. Polsinelli, PC represents the Debtors as legal counsel. Omni Agent Solutions serves as the noticing and solicitation agent. O'CONNOR CONSTRUCTION: Unsecureds Owed $10M to Get $2.5M in Plan ---------------------------------------------------------------- O'Connor Construction Group, LLC, submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor's primary office is located on a 212.451 acre tract located in Wise County, Texas, commonly known as 173 County Road 3850, Poolville, Texas 76487. The Plan provides for the internal reorganization of the Debtor's obligations on the terms set forth therein and described in this Disclosure Statement. Operations of the Debtor shall continue in the core business segments in which the Debtor has historically operated; however, the Debtor will act primarily as a prime subcontractor and a stationary re-manufacturing company. The Debtor intends to enter into a long-term commercial lease of a portion of the Real Property in order to further supplement income. The Plan will treat claims as follows: * Class 17 - Unsecured Claims of $1,000 or Less. Class 17 consists of all Unsecured Claims in amounts up to and including $1,000.00 and those holders of Unsecured Claims in excess of $1,000.00 who timely elect, in writing, to reduce their Unsecured Claims to $1,000.00. It is believed the total amount of Class 17 Claims is $15,297.72. Holders of Allowed Class 17 Claims shall receive full payment of their Allowed Class 17 Claims in a single payment to be made on or before the Initial Distribution Date. Class 17 is impaired. * Class 18 - Unsecured Claims Exceeding $1,000. Class 18 consists of all Allowed Unsecured Claims against the Debtor which are not, by definition, Class 17 Claims. It is believed the total of Allowed Class 18 Claims is in the range of $9.7 to $10.7 million. Holders of Allowed Class 18 Claims shall receive their pro rata share of each of five Class 18 Annual Distributions, each in the amount of $500,000. The first of five Class 18 Annual Distributions shall be made on or before the first anniversary of the Effective Date of the Plan and continue annually thereafter until 5 Class 18 Annual Distributions have been made. Class 18 is impaired. Counsel for the Debtor: Joseph F. Postnikoff, Esq. Kevin G. Herd, Esq. LAW OFFICES OF JOSEPH F. POSTNIKOFF, PLLC 777 Main Street, Suite 600 Fort Worth, Texas 76102 Telephone: 817.335.9400 Email: jpostnikoff@postnikofflaw.com kherd@postnikofflaw.com A copy of the Disclosure Statement dated May 27, 2022, is available at https://bit.ly/3PPvHKA from PacerMonitor.com. About O'Connor Construction Group Based in Poolville, Texas, O'Connor Construction Group, LLC, has over 30 years of experience as a commercial and industrial contractor specializing in food storage and processing facilities, and provides turnkey design, construction and construction management services for projects nationwide, but focusing primarily in the South and Southwest. O'Connor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40187) on Jan. 28, 2022. In the petition signed by Paul O'Connor, member and manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Edward L. Morris oversees the case. The Debtor tapped the Law Offices of Joseph F. Postnikoff, PLLC as its bankruptcy counsel; Underwood Law Firm, PC as special counsel; Benchmark Tax Group, LLC as consultant; and Chuck Blanton, CPA, PLLC and Stephanie Shaner, CPA, PLLC as accountants. Union Funding Source, Inc., as secured creditor, is represented by Shanna M. Kaminski, Esq., at Kaminski Law, PLLC. OLDSMAR JJ: Unsecured Creditors Out of Money in Sale Plan --------------------------------------------------------- Oldsmar JJ, LLC, submitted an Amended Chapter 11 Plan of Liquidation and a coresponding Chapter 11 Disclosure Statement. The Debtor owns, operates and maintains a JIMMY JOHN's sandwich shop franchisee located in Oldsmar, Pinellas County, Florida. The Liquidation Analysis notes that secured claim in favor of The Huntington National Bank is $661,342. Because the value of Debtor's assets is significantly less than the secured claim encumbering those assets in favor of The Huntington National Bank, in a Chapter 7 case, the Chapter 7 Trustee would abandon all of the assets of Debtor and file a Report of No Distribution. Therefore, there would be no funds available to pay any claims other than the secured claim in favor of The Huntington National Bank. According to the Disclosure Statement, the Debtor has been approached by a JIMMY JOHN's franchisee who has expressed interest in purchasing substantially all of the assets of Debtor for the purchase price of $80,000. The Debtor has filed a Motion to Sell seeking Court approval of the proposed sale. Pursuant to the Plan, and if the Motion to Sell is granted, Debtor will apply the proceeds from the sale to fund the Plan. The portion of the secured claim of Huntington which is secured will be paid in a single payment of $16,780. After payment of the secured claim in favor of Huntington, the secured Claim of IRS will be paid in the amount of $25,673.50 in a single payment. Class 5 General Unsecured Claims total approximately $829,970. According to the Plan, the holders of allowed general unsecured claims will be treated as if this case had been filed under Chapter 7. General unsecured creditors holding allowed claims will not receive any distributions from the sale of the assets. Equity interest holders will not receive any distributions from the sale of the assets. Attorney for the Debtor: Timothy B. Perenich, Esq. PERENICH LAW, PL 25749 US Highway 19 N Ste 200 Clearwater, FL 33763-2010 Tel: (727) 669-2828 Fax: (727) 669-2220 E-mail: Timothy@PerenichLaw.com A copy of the Disclosure Statement dated May 27, 2022, is available at https://bit.ly/3lRg7jX from PacerMonitor.com. About Oldsmar JJ LLC Oldsmar JJ, LLC, is an Oldsmar, Fla.-based privately held company in the fast-food & quick-service restaurants business. Oldsmar JJ sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-07204) on Sept. 26, 2020. The petition was signed by Scott Zieba, managing member. At the time of the filing, Debtor estimated assets of between $100,000 and $500,000 and liabilities of between $1 million and $10 million. Steven M. Fishman, PA, is the Debtor's legal counsel. OWN VRP: Seeks to Hire Shuker & Dorris as Bankruptcy Counsel ------------------------------------------------------------ OWN VRP, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Shuker & Dorris, PA as its legal counsel. Shuker & Dorris will render these legal services: (a) advise the Debtor regarding its rights and duties in this Chapter 11 case; (b) prepare pleadings related to this case; and (c) take any and all other necessary action incident to the proper preservation and administration of this estate. The hourly rates of the firm's counsel and staff are as follows: R.S. Shuker $600 M.L. Dorris $450 J.B. Dorris $350 M.A. Franklin $160 Partners $450 - $600 Associates $220 - $350 Paraprofessionals $105 - $160 Prior to the petition date, the Debtor paid Shuker & Dorris an advance retainer of $21,872 for post-petition services and expenses. R. Scott Shuker, Esq., a partner at Shuker & Dorris, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: R. Scott Shuker, Esq. Shuker & Dorris, PA 121 S. Orange Avenue, Suite 1120 Orlando, FL 32801 Telephone: (407) 337-2060 Facsimile: (407) 337-2050 Email: rshuker@shukerdorris.com About OWN VRP LLC OWN VRP LLC, a Florida-based domestic liability company, sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 22-01687) on May 9. 2022. In the petition filed by Ben Kaley, member, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Grace E. Robson oversees the case. R. Scott Shuker, Esq., of Shuker & Dorris, PA, is the Debtor's counsel. PHIO PHARMACEUTICALS: Incurs $2.6 Million Net Loss in First Quarter ------------------------------------------------------------------- Phio Pharmaceuticals Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.64 million for the three months ended March 31, 2022, compared to a net loss of $3.41 million for the three months ended March 31, 2021. As of March 31, 2022, the Company had $22.16 million in total assets, $2.71 million in total liabilities, and $19.45 million in total stockholders' equity. At March 31, 2022, the Company had cash of $20.5 million as compared with $24.1 million at Dec. 31, 2021. The Company expects its current cash will be sufficient to fund currently planned operations to the second quarter of 2023. Research and development expenses were approximately $1.6 million for the quarter ended March 31, 2022, compared with approximately $2.4 million for the quarter ended March 31, 2021. The decrease was primarily due to the preclinical studies and manufacturing costs to support the Company's clinical trial with PH-762, which were completed in the prior year period, offset by increases in CRO costs in preparation for the start of the Company's clinical trial with PH-762 and personnel-related expenses due to an increase in headcount as compared to the prior year period. General and administrative expenses were approximately $1.1 million for the quarter ended March 31, 2022, compared with approximately $1.2 million for the quarter ended March 31, 2021. The decrease was primarily due to decreases in legal and patent fees offset by an increase in stock-based compensation expense. Liquidity and Going Concern The Company has reported recurring losses from operations since its inception and expects to continue to have negative cash flows from operations for the foreseeable future. Historically, the Company's primary source of funding has been from sales of its securities. The Company's ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company's common stock. There is no guarantee that debt, additional equity or other funding will be available to us on acceptable terms, or at all. If the Company fails to obtain additional funding when needed, it would be forced to scale back or terminate its operations or seek to merge with or to be acquired by another company. "While we believe that the coronavirus pandemic has not had a significant impact on our financial condition and results of operations at this time, the potential economic impact brought by the coronavirus pandemic, which may be exacerbated by the global macroeconomic uncertainty from the ongoing conflict between Russia and Ukraine, is difficult to assess or predict. There may be developments outside of our control that require us to adjust our operating plans. Given the nature of the situation, we cannot reasonably estimate the impact of the coronavirus pandemic on our financial condition, results of operations or cash flows in the future," Phio said. The Company believes that its existing cash should be sufficient to fund operations for at least the next 12 months from the date of the release of these financial statements. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1533040/000168316822003516/phio_i10q-033122.htm About Phio Pharmaceuticals Marlborough, Massachusetts-based Phio Pharmaceuticals Corp. -- http://www.phiopharma.com-- is a biotechnology company developing the next generation of immuno-oncology therapeutics based on its self-delivering RNAi therapeutic platform. The Company's efforts are focused on silencing tumor-induced suppression of the immune system through its proprietary INTASYL platform with utility in immune cells and/or the tumor micro-environment. The Company's goal is to develop powerful INTASYL therapeutic compounds that can weaponize immune effector cells to overcome tumor immune escape, thereby providing patients a powerful new treatment option that goes beyond current treatment modalities. Phio reported a net loss of $13.29 million for the 12 months ended Dec. 31, 2021, compared to a net loss of $8.79 million for the 12 months ended Dec. 31, 2020, and a net loss of $8.91 million for the 12 months ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $25.17 million in total assets, $3.24 million in total liabilities, and $21.93 million in total stockholders' equity. POLYMER INSTRUMENTATION: Says Plan Confirmable Under Sec. 1129(a) ----------------------------------------------------------------- Polymer Instrumentation & Consulting Services, Ltd., d/b/a Polymics, is seeking confirmation of its Plan of Reorganization. The Debtor claims that the Plan should be confirmed in that the Plan meets all of the provisions of Section 1129(a) of the Bankruptcy Code which are necessary for confirmation. It notes that: * Of the classes of Claims, Class 4, Class 5 and Class 6 are permitted to vote on the Plan. * The Class 4 secured Claim holder, Fulton Bank, has affirmatively voted to accept the Plan. * The Class 5 secured Claim holder, SEDA-Cog, has affirmatively voted to accept the Plan. * The Class 6 Claim holders, the General Unsecured Creditors, have affirmatively voted to accept the Plan in that more than two-third in amount of those voting in each such class, and more than one-half in number of those voting in each such class have accepted the Plan. All Class 6 Claim holders that voted on the Plan have voted to accept the Plan. * Of all classes of Claims that are eligible to vote on the Plan, all classes of Claims entitled to vote on the Plan, have voted to accept the Plan in the requisite number of votes, without taking into consideration the votes of insiders (Class 7). Because at least one class of Claims has voted to accept the Plan without consideration of votes of insiders, it is believed the Plan is eligible to be confirmed pursuant to Section 1129(b) of the Bankruptcy Code. * In addition, because the Class 6 Claim holders, the General Unsecured Creditors, have voted to accept the Plan, the Plan meets the requirements of Section 1129(b) of the Bankruptcy Code as to confirmation and confirmation can occur, again, without resulting to a cram down as to such class of unsecured creditors under Section 1129(b) of the Bankruptcy Code. * Further, if a cram down were necessary, because the Plan is a liquidation Plan and because the equity holders are receiving nothing under the Plan unless all Class 6 Claim holders are paid in full, the Plan can be confirmed. * Pursuant to the provisions set forth in Section 1129(a) of the Bankruptcy Code, the Plan can be accepted. The provisions of Section 1129(a) are met, as all classes of Claims eligible to vote on the Plan have accepted the Plan in the appropriate numbers. Further, the Plan does meet the requirements of Section 1129(b) for confirmation even if all classes of Claims have not voted in favor of the Plan. As set forth above, the equity holders receive nothing under the Plan unless and until all Claims of Class 6 unsecured creditors are paid in full, and the Class 6 unsecured Claim holders are receiving all that they would otherwise receive in a liquidation. Attorney for the Debtor: Robert E. Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C. 2320 North Second St., P.O. Box 60457 Harrisburg, PA 17106-0457 Tel: (717) 238-6570 About Polymer Instrumentation & Consulting Services Ltd. Polymer Instrumentation & Consulting Services, Ltd., a State College, Pa.-based firm that conducts business under the name Polymics, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 21-01056) on May 10, 2021, listing as much as $10 million in both assets and liabilities. Tim T. Hsu, president of Polymer, signed the petition. Judge Mark J. Conway oversees the case. The Debtor tapped Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C. as bankruptcy counsel; Beard Law Company and Morgan, Lewis & Bockius, LLP as special counsel; Chen & Fan Accountancy Corp. as accountant; and Strategic Resource as management and financial advisor. POST OAK TX: Gets More Time to File Chapter 11 Plan --------------------------------------------------- Post Oak TX, LLC has been given more time to control its bankruptcy while it works to resolve issues with its primary lender, Rialto Capital Advisors, LLC. Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended the exclusivity periods for Post Oak TX to file a Chapter 11 plan and solicit acceptances for the plan to June 6 and Aug. 5, respectively. On May 10, Post Oak TX and Rialto participated in a continued judicial settlement conference in an effort to resolve their issues and put Post Oak TX in a position of filing a consensual plan. Rialto asserts a $99.7 million claim secured by substantially all of Post Oak TX's assets. About Post Oak TX Post Oak TX, LLC is a West Palm Beach, Fla.-based company operating in the traveler accommodation industry. Post Oak TX sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-18563) on Aug. 31, 2021, listing as much as $100 million in both assets and liabilities. E. Llywd Ecclestone, Jr., president, signed the petition. Judge Erik P. Kimball oversees the case. Andrew Zaron, Esq., at Leon Cosgrove, LLP and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, LLP are the Debtor's bankruptcy attorneys. KapilaMukamal, LLP serves as the Debtor's financial advisor. POST OAK TX: Wins Cash Collateral Access Thru June 29 ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized Post Oak TX, LLC to continue using cash collateral on an interim basis, in accordance with the budget for June 2022. As previously reported by the Troubled Company Reporter, RSS JPMBB20I4-C25 - TX POT, LLC asserts an interest in the Debtor's cash collateral. A further interim hearing on the Debtor's continued cash collateral access is set for June 29 at 1:30 p.m. The Prior Cash Collateral Order authorized the Debtor to use cash collateral for May 2022. The order provided that the deadline for the Debtor to challenge the validity or priority of the Lender's asserted lien against the Debtor's assets will be May 16, 2022, which would be the last extension of the Lien Challenge Deadline. Notwithstanding the terms of the Prior Cash Collateral Order, with the consent of the Lender, the Lien Challenge Deadline has been extended to June 6, 2022. Absent timely action by the Debtor on or before the Lien Challenge Deadline, the Debtor will be deemed to have stipulated to the validity and priority of the Lender's lien, the specific language of which shall be memorialized in a further order of the Court. On or around the date thereof, the Debtor was authorized to assume the Reciprocal Easement Grant and Agreement. The anticipated cure payment in connection with the assumption is $3,301. To the extent not otherwise provided for in the Budget, the Debtor is authorized to pay the cure payment due under the Roadway Agreement. A copy of the order and the Debtor's June 2022 budget is available at https://bit.ly/3t4jvvU from PacerMonitor.com. The Debtor projects $2,216,373 in revenue cash collections and $1,938,407 in total operating expenses. About Post Oak TX, LLC Post Oak TX, LLC is part of the traveler accommodation industry. Post Oak TX sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-18563) on August 31, 2021. E. Llywd Ecclestone, Jr., president of Hotel Resort Company, a Florida corporation, as general partner, of Hotel Resort Properties, LLLP, the Debtor's member/manager, signed the petition. The Debtor disclosed between $50 million to $100 million in both assets and liabilities. Judge Erik P. Kimball oversees the case. Andrew Zaron, Esq., at Leon Cosgrove, LLP, is the Debtor's counsel. KapilaMukamal, LLP is the Debtor's financial advisor. PRITHVI INVESTMENTS: Seeks Access to Cash Collateral ---------------------------------------------------- Prithvi Investments, LLC, a California Limited Liability Company, asks the U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, for authority to use cash collateral in which Poppy Bank and the United States Small Business Administration assert an interest. Prithvi LLC derives its income from hotel room revenues, which include multiple services in addition to temporary occupancy of a room such as housekeeping services, condiments, and breakfast food and drinks. The Hotel revenues are likely cash collateral of Poppy Bank and the SBA. Prithvi LLC is one of eight limited liability companies owned by the family of Bhavesh and Hitesh Patel that own and operate 14 hotels in California. Due to the significant interruption in business caused by the COVID-19 pandemic, three of the LLCs -- the Debtor, Rudra Investments, LLC, and Hansaben Investments, LLC -- have been forced to file Chapter 11 to reorganize their debts. The Patel hotel business began in 1980 when Bhavesh and Hitesh Patel's parents, Jashvant and Hansaben Patel, leased the Hotel in Fairfax, California, that is now owned by Hansaben LLC. Over the years, Jashvant and Hansaben added multiple hotels to the family business and formed different entities to own them. Their sons Bhavesh and Hitesh joined the family hotel business in 2007 and 2012 respectively. Bhavesh has a bachelor's degree in Marketing from the University of San Francisco, and Hitesh has a bachelor's degree in Finance from CSU East Bay. Before joining the hotel operations, Hitesh worked for Salesforce. The primary business cause of the Chapter 11 filing was the drastic reduction in room revenue over the past several years from the COVID-19 pandemic. For example, the Hotel revenues were $2,162,670 in 2019, then fell to $1,213,211 during the first COVID-19 year 2020, and rose to $1,535,594 in 2021. The Debtor anticipates that 2022 will be significantly better as it continues to exit the COVID-19 pandemic. On October 19, 2019, Jashvant Patel passed away, and Bhavesh and Hitesh took over many additional responsibilities in the family's hotel operations. On July 21, 2021, Poppy Bank recorded a Notice of Default and Election to Sell Under Deed of Trust on account of its second note. On March 8, 2022, Poppy Bank filed a Complaint for Appointment of a Receiver Pursuant to Code of Civil Procedure Section 564(B) and Injunctive Relief in the Superior Court of California, County of Sonoma, SCV-270365. Prithvi LLC is a party to two Business Loan Agreements with Poppy Bank entered into on July 10, 2018 -- one in the original principal amount of $8,065,000 and the other in the original principal amount of $2,500,000. The loans are evidenced by promissory notes. In connection with the Loan Agreements, on July 10, 2018, Prithvi LLC also executed deeds of trust granting Poppy Bank liens on the Hotel, as well as two Commercial Security Agreements for the benefit of Poppy Bank. The Security Agreements granted Poppy Bank a security interest in "inventory, chattel paper, accounts, furniture, equipment and general intangibles". Poppy Bank filed UCC-1 financing statement with the California Secretary of State on July 19, 2018. The $8.065MM Loan Agreement matures on August 1, 2033. The $2.5MM Loan Agreement originally matures on August 1, 2028. However, the agreement was subsequently amended, and the maturity date extended to July 1, 2029. On August 27, 2021, Prithvi LLC obtained a United States Small Business Administration loan in the principal amount of $500,000, which is secured by a security interest in Prithvi LLC's tangible and intangible personal property. The SBA filed a UCC-1 financing statement with the California Secretary of State on September 13, 2021 to perfect such interest. Installment payments are to begin on August 27, 2022 -- 12 months from the date of the loan. Because the Poppy Bank financing statement was filed before the SBA financing statement, Poppy Bank likely has a first-priority lien on the Debtor's personal property, including cash collateral, and its first-priority lien on the Hotel real property. The Debtor requests that the Court set a hearing for the week ending June 17, 2022, or such other date as determined by the Court and a briefing schedule for approval of the final use of cash collateral through the week ending September 30, 2022. As adequate protection, the Debtor proposes to grant Poppy Bank and the SBA replacement liens in Prithvi LLC's cash collateral to the same extent, validity, scope, and priority as the prepetition liens held by Poppy Bank and the SBA respectively on the Petition Date. The Debtor will also provide adequate protection payments to Poppy Bank commencing August 1, 2022, in the amount of $20,000 per month. An appraisal was conducted on May 3, 2018. The appraiser concluded that the market value of the Hotel in an as-is condition as of April 2018 was $12 million. Alternatively, it concluded that the prospective market value of the Hotel upon completion of planned capital expenditures for replacement of furniture, fixtures and equipment, as of April 17, 2019, was $12.8 million. Prithvi LLC made substantial improvements to the Hotel. Hitesh Patel believes the current value of the Hotel has increased due to increased prospective room rates given inflation and a recent post-COVID-19 uptick in travel. Therefore, the Debtor has valued the Hotel at $14 million. The estimated secured debt Poppy Bank contends it is owed per its receivership complaint is $11,045,370. The SBA's estimated secured debt is in the amount of $500,000. According to the Debtor, taking the prospective appraised value from the 2018 appraisal, Poppy Bank has an equity cushion of $1,754,630. Taking the as-is value from the 2018 appraisal, Poppy Bank has an equity cushion of at least $954,630. Moreover, taking the Debtor's current valuation, there is an almost $3 million equity cushion for Poppy Bank. Based on the combined debts of Poppy Bank and SBA of $11,545,370, there exists an equity cushion of $1,254,630 taking the prospective appraised value from the 2018 appraisal; an equity cushion of $454,630 taking the as-is value from the 2018 appraisal; and an equity cushion of $2,454,630 taking the Debtor's valuation. A copy of the motion and the Debtor's budget for the period from May 27 to September 30, 2022 is available at https://bit.ly/3wRYDJi from PacerMonitor.com. The Debtor projects total expenses as follows: $1,279 for the week ending May 27, 2022; $11,584 for the week ending June 3, 2022; $2,284 for the week ending June 10, 2022; $11,450 for the week ending June 17, 2022; $2,370 for the week ending June 24, 2022; $52,907 for the six days ending June 30, 2022; $164,382 for the month ending July 31, 2022; $169,382 for the month ending August 31, 2022; and $147,446 for the month ending September 30, 2022. -------- $563,087 Total About Prithvi Investments, LLC Prithvi Investments, LLC C owns and operates a 64-room Quality Inn and Suites hotel in Santa Rosa, California. In addition to providing guest rooms, the Hotel has a breakfast dining area and a fitness room. The Hotel has 68 parking spaces and operates under a license agreement with Choice Hotel, International Inc. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-30259) on May 25, 2022. In the petition filed by Hitesh Patel, president, the Debtor disclosed up to $50 million in both assets and liabilities. Christopher D. Sullivan, Esq., at Diamond McCarthy LLP is the Debtor's counsel. PROMETHEUS HEALTH: Ends Up in Chapter 11 Bankruptcy --------------------------------------------------- Prometheus Health Imaging, Inc., filed for chapter 11 protection in the District of Central California. According to court filings, Prometheus Health estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 23, 2022 at 9:30 a.m. About Prometheus Health Imaging Prometheus Health Imaging Inc. is a California-based medical imaging provider. Prometheus Health Imaging sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-12841) on May 20, 2022. In the petition filed by Patrick Rubeiz, as CEO, Prometheus Health estimated assets and liabilities between $1 million and $10 million each. The case is assigned to Honorable Bankruptcy Judge Ernest M. Robles. David M. Brown is the Debtor's counsel. PROTONEX LLC: Unsecureds to Recover 2 Cents on Dollar in Plan ------------------------------------------------------------- Protonex LLC filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business dated May 26, 2022. Since it was formed on December 6, 2017, the Debtor has been in the business of manufacturing and testing products in the magnetic sensor area. The Debtor has sought relief in its Subchapter V case in order efficiently to address two disputes. The first dispute arises from the complaint filed against the Debtor by Poppy Bank, asserting the Debtor is liable for the debt of PNI Sensor Corporation, a Delaware corporation ("PSC") to Poppy Bank, on the theory the Debtor is the successor of PSC. (PSC filed a chapter 7 bankruptcy petition in December 2017.) The complaint is pending in the Superior Court for the State of California, County of Sonoma. The second dispute is the assertion by the United States Department of Justice that the forgiveness of the Debtor's 2020 PPP loan should be rescinded and the Debtor's 2021 PPP loan should not be forgiven. The United States Department of Justice asserts the Debtor is not eligible for forgiveness because PSC defaulted on a loan insured by the Small Business Administration. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $353,434. The final Plan payment is expected to be paid on 7/1/2025. The Debtor will use the $159,157.15 in its DIP savings account first to pay the Class 1 secured claim (if any). Once the Class 1 secured claim is paid in full, then the funds will be used to pay the unclassified priority tax claim, to pay the unclassified chapter 11 professionals' administrative expense claims, and then to make payments to Class 2 creditors. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 2 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of the Secured claim of Poppy Bank. The Debtor will pay the sum of $150,000 on the effective date to pay in full the allowed secured claim of Poppy Bank. Once the claim is paid in full, Poppy Bank will release all liens it asserts against assets of the Debtor. Class 2 consists of Non-priority unsecured creditors. The Debtor will determine the amount to be remitted for pro rata payments to Class 2 creditors as follows: $350,000, minus all allowed chapter 11 professionals' fees, minus the $150,000 Class 1 secured claim of Poppy Bank, minus the unclassified priority tax claims. The Debtor will deposit 1/12 of the amount to be remitted to Class 2 each quarter, for three years, beginning on the first day of the fourth month after the effective date. There will be no prepayment penalty. Class 3 consists of Equity security holders in the Debtor. Equity security holders will retain their membership interests in the Debtor. Means for Implementation of the Plan Distribution checks that remain uncashed 90 days after the Debtor mails them will be deposited into the registry of the Court, with the expense for such deposit to be subtracted from the check amount before the balance is so deposited. The Debtor will continue to operate its business after confirmation in order to generate sums necessary to make Plan payments. A full-text copy of the Plan of Reorganization dated May 26, 2022, is available at https://bit.ly/3x1a41l from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Steven M. Olson, Esq. Bluestone Faircloth & Olson, LLP 1825 4th Street Santa Rosa, CA 95404 Telephone: (707) 526-4250 Facsimile: (707) 526-0347 Email: steve@bfolegal.com About Protonex LLC Protonex, LLC, filed a petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10106) on March 16, 2022, listing $1,422,002 in total assets and $877,938 in total liabilities as of Jan. 31, 2022. Judge Roger L. Efremsky oversees the case. Mark M. Sharf has been appointed as Subchapter V trustee. Steven M. Olson, Esq., at Bluestone Faircloth & Olson, LLP serves as the Debtor's legal counsel. PROVECTUS BIOPHARMACEUTICALS: Incurs $1M Net Loss in First Quarter ------------------------------------------------------------------ Provectus Biopharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.03 million on $187,605 of grant revenue for the three months ended March 31, 2022, compared to a net loss of $1.67 million on zero grant revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $2.76 million in total assets, $7.82 million in total current liabilities, and a total stockholders' deficiency of $5.07 million. The Company's cash, cash equivalents, and restricted cash were $2,481,009 at March 31, 2022 which includes the $2,307,395 of restricted cash resulting from a grant received from the State of Tennessee. The Company's working capital deficiency was $5,112,713 and $4,258,679 as of March 31, 2022 and Dec. 31, 2021, respectively. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company's business plan and develop and market its products. These circumstances raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued. Implementation of the Company's plans and its ability to continue as a going concern will depend upon the Company's ability to develop PV-10, PH-10, and/or any other halogenated xanthene-based drug products, and to raise additional capital. The Company plans to access capital resources through possible public or private equity offerings, including the 2021 financing, exchange offers, debt financings, corporate collaborations, or other means. In addition, the Company continues to explore opportunities to strategically monetize its lead drug candidates, PV-10 and PH-10, through potential co-development and licensing transactions, although there can be no assurance that the Company will be successful with such plans. The Company has historically been able to raise capital through equity offerings, although no assurance can be provided that it will continue to be successful in the future. If the Company is unable to raise sufficient capital, it will not be able to pay its obligations as they become due. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/315545/000149315222012970/form10-q.htm About Provectus Provectus Biopharmaceuticals, Inc. is a clinical-stage biotechnology company developing immunotherapy medicines based on a family of small molecules called halogenated xanthenes. The Company's lead HX molecule is rose bengal sodium. Provectus reported a net loss of $5.54 million for the year ended Dec. 31, 2021, compared to a net loss of $6.68 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $3.51 million in total assets, $7.70 million in total liabilities, and a total stockholders' deficiency of $4.19 million. Los Angeles, CA-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. REGIONAL HOUSING: Gets More Time to File Chapter 11 Plan -------------------------------------------------------- Regional Housing & Community Services Corp. has been given more time to control its bankruptcy while it awaits the outcome of the sale of its assets. Judge Paul Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia extended the exclusivity periods for Regional Housing to file a Chapter 11 plan and solicit acceptances for the plan to Aug. 23 and Oct. 24, respectively. Regional Housing has already begun the process of marketing its assets for sale. On April 15, Regional Housing obtained court approval of its agreement with SLIB II, Inc. to market its assets for sale. Attorney for Regional Housing, Ashley Ray, Esq., at Scroggins & Williamson, P.C. said that any Chapter 11 plan to be proposed by Regional Housing will be dependent upon the outcome of the sale process. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. REZDORA USA: Files Chapter 11 Bankruptcy Protection --------------------------------------------------- REZDORA USA LLC filed for chapter 11 protection in the Southern District of New York. According to Rezdora USA LLC estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. The Plan and Disclosure Statement are due Sept. 19, 2022. About Rezdora USA LLC Rezdora USA LLC -- https://www.rezdora.nyc/ -- is a Northern Italian restaurant in New York City. REZDORA USA LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10647) on May 20, 2022. In the petition filed by Alessandro Morani, as member, Rezdora USA LLC listed estimated liabilities between $100,000 and $500,000. Gabriel Del Virginia, Esq., of Law Offices of Gabriel Del Virginia, is the Debtor's counsel. RR BUILDERS 2018: Files for Chapter 11 Pro Se, Then Seeks Dismissal ------------------------------------------------------------------- RR Builders 2018 LLC filed for chapter 11 protection on May 17, 2022, without a lawyer. On May 24, 2022, Roberto R. Mendez, the manager who signed the petition, filed a hand written-document asking for dismissal of the case. "I would like to dismiss the case because I don't want to continue with the case. I discussed with my attorney and I [found] a remedy to the company "LLC" situation," according to the motion. According to the bankruptcy petition, RR Builders 2018 LLC estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 23, 2022 at 2:00 P.M. About RR Builders 2018 LLC RR Builders 2018 LLC Single Asset Real Estate (as defined in 11 U.S.C. § 101 (518). RR Builders 2018 LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-13890) on May 17, 2022. In the petition filed by Roberto R. Mendez, as manager, RR Builders estimated assets up to $50,000 and liabilities between $1 million and $10 million. The case has been assigned to Judge Laurel M Isicoff. SABINE STORAGE: Seeks Approval to Hire Tax Accountant ----------------------------------------------------- Sabine Storage & Operations, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Nommensen, Williams, Sticker & Dowyle, PC as its tax accountant. The Debtor requires a tax accountant to prepare and file its 2021 federal and state tax returns. The hourly rates of the firm's professionals are as follows: Ann Doyle, Shareholder $235 Cathey Torres, QuickBooks Support $150 Alison Kenyon, Tax Manager $180 The firm contemplates that the engagement will cost $6,000 to $8,000. Ms. Doyle disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ann Doyle Nommensen, Williams, Sticker & Dowyle, PC 10370 Richmond Ave., Suite 1175 Houston, TX 77042 Telephone: (713) 782-2303 Facsimile: (713) 782-9207 Email: adoyle@nwsd.cpa About Sabine Storage & Operations Sabine Storage & Operations, Inc. is a Houston-based engineering company, which focuses on the development, maintenance and operation of underground storage facilities for liquids and gases, and disposal of waste. Sabine Storage & Operations filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-30670) on Mar. 16, 2022, listing $187,486 in assets and $6,375,762 in liabilities. Chris Quinn serves as Subchapter V trustee. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped R.J. Shannon, Esq., at Parkins Lee & Rubio LLP as legal counsel and Nommensen, Williams, Sticker & Dowyle, PC as tax accountant. SKILLZ INC: All Five Proposals Passed at Annual Meeting ------------------------------------------------------- Skillz Inc. held its Annual Meeting of Stockholders at which the stockholders: (1) elected Andrew Paradise, Jerry Bruckheimer, Casey Chafkin, Christopher S. Gaffney, Shari Glazer, Vandana Mehta-Krantz, Harry E. Sloan, and Kent Wakeford as directors, each for a one year term; (2) ratified the appointment of Independent Registered Public Accounting Firm; (3) approved, on an advisory basis, the Company's Executive Compensation; (4) approved, on an advisory basis, the holding of future advisory vote on the Company's Executive Compensation every three years; and (5) approved an increase in the number of directors under the Company's Third Amended and Restated Certificate of Incorporation. About Skillz Inc. Skillz -- www.skillz.com -- is a mobile games platform that connects players in fair, fun, and meaningful competition. The Skillz platform helps developers build multi-million dollar franchises by enabling social competition in their games. Leveraging its patented technology, Skillz hosts billions of casual esports tournaments for millions of mobile players worldwide, and distributes millions in prizes each month. Skillz reported a net loss of $181.38 million in 2021, a net loss of $145.51 million in 2020, and a net loss of $23.60 million in 2019. As of March 31, 2022, the Company had $932.54 million in total assets, $380.90 million in total liabilities, and $551.64 million in total stockholders' equity. * * * As reported by the TCR on March 31, 2022, S&P Global Ratings lowered its issuer credit rating on San Francisco-based mobile gaming platform operator Skillz Inc. to 'CCC+' from 'B-'. Also in March 2022, Moody's Investors Service downgraded the Corporate Family Rating of Skillz Inc. to Caa1 from B3 following the company's recent guidance for greater cash flow losses over the next year, reflecting higher governance risk. SOUTHGATE TOWN: Bid for Interim Cash Collateral Access Denied ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California denied without prejudice the motion of Southgate Town & Terrance Homes, Inc. for authority to use cash collateral. Bankruptcy Judge Frederick Clement held that, "Southgate Town and Terrace, Inc.'s motion authorizing use of cash collateral, granting replacement liens, and approving DIP budget has been presented to the court, and upon review of the pleadings, evidence, oral arguments of counsel, if any, and good cause appearing, it is hereby ordered that the motion is denied without prejudice." As previously reported by the Troubled Company Reporter, the Debtor claimed it needs use cash collateral to enable the Debtor to continue operations and to administer and preserve the value of its estate as a going concern. About Southgate Town and Terrace Homes Southgate Town and Terrace Homes Inc. is a limited equity housing cooperative per CA Civil Code Section 817. It is a resident-owned affordable housing community in South Sac, California. Southgate Town and Terrace Homes sought Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 22-20632) on March 16, 2022. In the petition filed by Mirza Baig, as president, Southgate Town and Terrace Homes estimated assets between $1 million and $10 million and liabilities of the same range. The case is handled by Honorable Judge Fredrick E. Clement. Stephen Reynolds, Esq., at Reynolds Law Corporation, is the Debtor's counsel. ST. JOHNS PROFESSIONAL: Wins Final Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized St. Johns Professional Center, LLC to use cash collateral on a final basis, in accordance with the budget. The Debtor sought authorization to use the cash collateral to continue operating the business and pay expenses and has proposed a budget outlining its anticipated operating and business expenses. As of the Petition Date, RCH/KCP 2017 Fund, LLC held a secured claim against the Debtor in the approximate amount of $1,278,788 (exclusive of pre-petition attorney fees and costs). The Lender's collateral as of the Petition Date includes a security interest in or lien on the Debtor's cash, accounts receivable and rents, all of which constitute the "Cash Collateral" of Lender pursuant to 11 U.S.C. section 363(a). The Debtor will pay only expenses necessary for the operation of the business in accordance with the Budget. The Debtor will not pay any pre-petition expenses, salaries, or professional fees nor make any payments to insiders without further Court order. As adequate protection, the Lender is granted a perfected post-petition replacement in all cash collateral with the same nature, priority, and extent that the Lender had immediately prior to the Petition Date without the need for any further filing or perfection that might otherwise be necessary under non-bankruptcy law. The replacement lien is effective as of the Petition Date and will extend to all cash collateral generated by or otherwise received by Debtor after the Petition Date. The Debtor is required to make adequate protection payments to the Lender for the interim use of cash collateral of $5,572 per month effective as of the Petition Date. As such, the Debtor was required to make make an adequate protection payment for March 2022 on or before April 1, 2022 and a payment for April 2022 on April 1, 2022. The Debtor also was required to make another adequate protection payment to the Lender on or before May 1, 2022 and continuing each month on the 1st thereafter. The Debtor's authority to use Cash Collateral will terminate immediately and upon the earlier of (a) a Court order; (b) the conversion of the case to a Chapter 7 case or the appointment of a Chapter 11 trustee without the Lender's consent; (c) the entry of an order that alters the validity or priority of the replacement lien granted to the Lender; (d) the Debtor ceasing to operate all or substantially all of its business; (e) the entry of an order granting relief from the automatic stay that allows any entity to proceed against any material assets of the Debtor that constitute cash collateral; (f) the entry of an order authorizing a security interest under section 364(c) or 364(d) of the Bankruptcy Code in any collateral of the Lender to secure any credit obtained or debt incurred that would be senior to or equal to the replacement lien; or (g) the dismissal of the Chapter 11 case. A copy of the motion is available at https://bit.ly/3z4pbcQ from PacerMonitor.com. About St. Johns Professional Center, LLC St. Johns Professional Center, LLC is primarily engaged in renting and leasing real estate properties. St. Johns Professional Center sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00466) on March 6, 2022. In the petition signed by Adam J. Kohl, manager, the Debtor disclosed $1,524,514 in assets and $1,290,268 in liabilities. Judge Jacob A. Brown oversees the case. Bryan Mickler, Esq., at the Law Offices of Mickler and Mickler, LLP, is the Debtor's counsel. STADIUM BAR: Starts Chapter 11 Subchapter V Case ------------------------------------------------ Stadium Bar LLC filed for bankruptcy protection under Subchapter V of Chapter 11 of the Bankruptcy Code. According to court documents, Stadium Bar estimates between 1 and 49 unsecured creditors. The petition states funds will be available to unsecured creditors. The meeting of creditors under 11 U.S.C. Sec. 341(a) meeting will be held on June 9, 2022, at 10:00 a.m. at Columbus 341. About Stadium Bar LLC Stadium Bar LLC is an Ohio-based limited liability company. Stadium Bar LLC filed a petition for relief under Subchapter V of Chapter 11 of the U.S Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-51438) on May 19, 2022. In the petition filed by James P. Dawson II, as sole member, Stadium Bar estimated assets up to $50,000 and estimated liabilities between $100,000 and $500,000. Michael A Cox is the Debtor's counsel. James A. Coutinho has been appointed as Subchapter V trustee. STOHO ENTERPRISES: Albisus Say Motel's Plan Can't Be Confirmed -------------------------------------------------------------- Linda Albisu and Ty Albisu, holders of a first priority deed of trust encumbering Debtor's motel property, filed an objection to the Stoho Enterprises, Inc. d/b/a Diamond A Motel's Amended Chapter 11 Plan which was filed on April 28, 2022. The Albisus point out that confirmation of the Plan is premature given the status of the Motel Property, the dispute as the valuation thereof, and the Plan's stated conditions and dependence upon future events. As stated by Ms. Albisu in her declaration and as admitted by the Debtor during the recent hearings on its cash collateral/adequate protection motion/s, the Debtor is not currently receiving any rents or other income on the Motel Property. In fact, the Debtor is currently barred from operating the Motel Property due to the deplorable condition of the property and its sewage system. According to the Albisus, this is relevant for multiple reasons: * First, the Plan and the accompanying projections attached thereto, rely upon income from the Motel Property from future room rentals, etc. As testified to by Albisu and will be brought to light during the pendency of this case, the Motel Property is nowhere near being operable and the Debtor has provided nothing in the Plan as to how it intends to make it so (including obtaining the green light from authorities who have ordered the motel to cease operations). Even assuming that the motel's issues are limited solely to the sewer issues (they are not), other than permitting the Debtor to obtain financing down the road presumably, the Plan offers nothing in the way of identifying a feasible means of funding the substantial improvements and repairs necessary in order for the Debtor to even begin receiving future rents. * Second, the Plan's estimates for income derived from the Motel Property, beginning June 2022, are grossly overstated and unsupported by any evidence to judge its feasibility. Whereas the rents derived from the Debtor's California properties is known, any income from the Motel Property is purely hypothetical and unlike a motel or other rental property merely shuttered for debt or other administrative issues, the Motel Property here is a long way from being able to derive income legally. * Next, the valuation of the Motel Property is in dispute as is evident from the Declaration of Value filed by the Albisus with regard to the cash collateral/adequate protection motion. See Declaration of Wayne Huber. The Albisus obtained a valuation estimation from a licensed broker of $250,000.00, a far cry from the Debtor's estimates of $780,000 (Fair Market Value) and $491,400 (Liquidation Value) contained in the Plan's Liquidation Analysis (Exhibit 3 to the Plan, pg. 47 of 52). Thus, the valuation issue is of paramount importance since, should the Albisus' valuation be deemed to be more appropriate, there is no dispute that the Motel Property is significantly under-water by over $200,000.00. In short, if the Debtor relies upon its high valuation of the Motel Property to show the Plan (and this Case)'s viability, relies upon an objection to the Albisus; claim and the disallowance of the mortgage on the Motel Property and potentially on an award from some recycled version of its State Court claim/s, it should resolve or at least commence the resolution of such issues prior to the Court confirming any proposed plan. The Albisus further point out that the Plan's proposed treatment of the Albisus' Claim and modification of their rights goes too far and should not be permitted: * The Plan singles out the Albisus' Claim from start to finish and seeks not only to indefinitely put off payment, but to also create a number of other impermissible adjustments to the underlying agreement and the Albisus' rights under such and under applicable law. * These provisions throughout the Plan are almost too numerous to list. For the sake of efficiency and brevity, the following are a non-exclusive list of the Plan provisions affecting the Albisus' Claim to which they object: -- The Plan's "Trigger Date", is the later of (i) the Effective Date or (ii) the reopening of motel to paying guests. This improperly extends the commencement of payments and other events under the Plan indefinitely, given the condition of the Motel Property and the amount of work before it could ever be reopened. -- The conditions imposed on the Class I claim of the Albisus regarding only getting paid "when allowed" impermissibly allows the Debtor to be paid, if at all, at some indeterminate point in the future. Likewise, the provision regarding the payments going into an escrow account is equally prejudicial as is the proposed interest rate of 5% given the Debtor's payment history, risk of redefault, value of collateral, etc. -- Section 8.3's allocation of payment requirements impermissibly seeks to modify the terms of the promissory note in effect and modify the total amount owed under the Albisus' Claim prior to any objection thereto. According to the Albisus, confirmation of the Plan is not Warranted as it is in Violation of 11 U.S.C. 1129(a)(3) as Not Having Been Proposed in Good Faith, and the Plan is Not Feasible Under 11 U.S.C. Section 1129(a)(11): * The Debtor's intent is manifested by the complete absence of any estimation of the cost to be borne by the Debtor in getting the Motel Property operable again, how it will finance such repairs and the current condition of the Motel Property in the Plan. * The Plan is not feasible. Section 1129(11) of the Bankruptcy Code provides that subsequent liquidation or further reorganization, if inevitable based upon the realities of the Debtor's financial situation, can serve as a basis to deny confirmation. Unrealistic financial projections based upon speculative income is exactly the kind of lack of feasibility to deny a plan. Attorneys for the Linda and Ty Albisu: Seth J. Adams, Esq. WOODBURN AND WEDGE 6100 Neil Road, Ste. 500 Reno, Nevada 89511 Telephone: 775-688-3000 Fax: 775-688-3018 E-mail: sadams@woodburnandwedge.com About Stoho Enterprises Stoho Enterprises, Inc., is the fee simple owner of five real properties located in McDermitt, Nevada and Los Angeles, California, having an aggregate value of $1.64 million. Stoho Enterprises sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-50151) on March 24, 2022. In the petition signed by Illysa I. Fogel, president, the Debtor disclosed $4,711,505 in assets and $433,015 in liabilities. Elizabeth Fletcher, Esq., at Fletcher and Lee, Ltd. is the Debtor's counsel. STONEMOR INC: To Merge With Axar Capital Subsidiary --------------------------------------------------- StoneMor Inc. has entered into a definitive merger agreement under which a subsidiary of Axar Capital Management, LP will be merged with and into StoneMor and all outstanding shares of StoneMor common stock not owned by Axar as to which dissenters' rights are not perfected will be converted into the right to receive $3.50 in cash per share. Axar currently owns approximately 75% of the outstanding shares of StoneMor common stock. The cash consideration represents a 54.2% premium to the Company's closing share price on May 24, 2022, the last trading day prior to today's announcement of the execution of a definitive merger agreement. The agreement was entered into following receipt of a proposal by Axar on Sept. 22, 2021 in which Axar expressed an interest in pursuing discussions concerning strategic alternatives that might be beneficial to the Company and its various stakeholders. The transaction was negotiated on behalf of StoneMor by the Conflicts Committee of its Board of Directors, which is comprised entirely of independent directors, with the assistance of independent financial and legal advisors. Following the Conflicts Committee's unanimous recommendation, StoneMor's Board of Directors approved the merger agreement and has recommended that StoneMor's stockholders adopt and approve the merger agreement and the merger. "Our agreement with Axar delivers a significant premium for StoneMor's stockholders and ensures a strong foundation for us to continue our expansion," said Joe Redling, president and chief executive officer. "Our Board firmly believes that this transaction is in the best interests of all of our stockholders other than Axar and its affiliates and delivers an ongoing commitment to excellence for our customers, employees and communities we serve." The agreement provides for a "go-shop" period during which the Conflicts Committee (acting through its financial advisor) will actively initiate, solicit, facilitate, encourage and evaluate alternative acquisition proposals, and potentially enter into negotiations with any parties that offer alternative acquisition proposals. The "go-shop" period is 60 days subsequent to signing of the Merger Agreement, ending July 23, 2022. There can be no assurance that this "go-shop" process will result in a superior proposal, particularly in light of Axar's ownership position and the fact that Axar has no obligation to support any such superior proposal. StoneMor does not intend to disclose developments with respect to the solicitation process unless and until its Conflicts Committee and the Board of Directors has made a decision with respect to any potential superior proposal. The Company will pay Axar a termination fee in certain circumstances, including a fee equal to 2% of the aggregate value of the non-Axar shares if the Company terminates the agreement during the "go-shop" period to enter into a superior proposal that Axar supports, and a fee equal to 4% of the aggregate value of the non-Axar shares if the Company terminates the agreement after the "go-shop" period to enter into a superior proposal that Axar supports. No termination fee is payable if the Company terminates the agreement upon a change of recommendation in connection with a superior proposal that is not supported by Axar. The merger is subject to approval by holders of a majority of the outstanding common stock of StoneMor and in addition, requires the approval by the holders of a majority of the outstanding common stock of StoneMor not owned by Axar or any of StoneMor's directors or executive officers or members of their immediate families. Axar has agreed to vote the shares of StoneMor common stock it owns in favor of the merger agreement. The merger agreement is also subject to customary closing conditions. Axar has fully committed financing and the transaction is not subject to a financing condition. Subject to satisfaction of the conditions to closing, the transaction is currently expected to close in the fall of 2022. If the transaction is completed, StoneMor will become a privately held company and its stock will no longer trade on the New York Stock Exchange. Duff & Phelps, now rebranded as Kroll, is serving as financial advisor and Faegre Drinker Biddle & Reath LLP is serving as legal counsel to the Conflicts Committee. Houlihan Lokey is serving as financial advisor and Schulte Roth & Zabel LLP is serving as legal counsel to Axar. Duane Morris LLP is serving as legal counsel to the Company. About StoneMor Inc. StoneMor Inc. (http://www.stonemor.com),headquartered in Bensalem, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 304 cemeteries and 72 funeral homes in 24 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. StoneMor reported a net loss of $55.28 million for the year ended Dec. 31, 2021, a net loss of $8.36 million for the year ended Dec. 31, 2020, and a net loss of $151.94 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $1.78 billion in total assets, $1.94 billion in total liabilities, and a total stockholders' deficit of $157.48 million. SUSGLOBAL ENERGY: Incurs $2.9 Million Net Loss in First Quarter --------------------------------------------------------------- Susglobal Energy Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.86 million on $144,470 of revenue for the three months ended March 31, 2022, compared to a net loss of $392,532 on $192,660 of revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $9.97 million in total assets, $19.33 million in total liabilities, and a total stockholders' deficiency of $9.36 million. Significant losses from operations have been incurred since inception and there is an accumulated deficit of $21,197,875 as at March 31, 2022 (Dec. 31, 2021 -$18,334,649). "Continuation as a going concern is dependent upon generating significant new revenue and generating external capital and securing debt to satisfy its creditors' demands and to achieve profitable operations while maintaining current fixed expense levels. The Company is also anticipating a successful underwritten offering in connection with its filed registration statement although there can be no assurance that the underwritten offering will be completed," said Susglobal. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1652539/000106299322013143/form10q.htm About SusGlobal Headquartered in Toronto, Ontario, Canada, SusGlobal Energy Corp. -- www.susglobalenergy.com -- is a renewables company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy and regenerative products application. Susglobal reported a net loss of $4.87 million for the year ended Dec. 31, 2021, compared to a net loss of $2.01 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $8.57 million in total assets, $15.90 million in total liabilities, and a total stockholders' deficiency of $7.33 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 13, 2022, citing that the Company has experienced operating losses since inception and expects to incur further losses in the development of its business. These conditions, along with other matters, raise substantial doubt about Company's ability to continue as a going concern. T-MOBILE US: Fitch Affirms BB+ Senior Unsecured Rating ------------------------------------------------------ Fitch Ratings has revised the Rating Outlook of T-Mobile US Inc. (T-Mobile) and its subsidiaries Long-Term Issuer Default Ratings (IDR) to Positive from Stable and affirmed all ratings including the IDR at 'BBB-'. The rating affirmation reflects T-Mobile's strong market position supported by the company's significant scale, leading spectrum position with expanded 5G network coverage and good operating momentum due to a well-executed challenger strategy that has continued since closing the Sprint Corp. merger. The Positive Outlook reflects Fitch's expectations that T-Mobile's financial profile could continue to strengthen over the rating horizon as the company is well-positioned to drive multiple top-line growth opportunities and capture additional synergies as integration costs lessen that supports reduced leverage with strong growth in EBITDA and FCF generation. Further positive ratings momentum is possible with greater clarity around the company's expected shift in capital allocation toward share repurchases that results in long-term leverage sustained below Fitch's positive rating sensitivities. KEY RATING DRIVERS Merger Driving Scale/Growth Benefits: T-Mobile's business profile has materially improved following the combination with Sprint in April 2020, with strong execution on merger integration, which has increased scale and resulted in expectations for higher synergy benefits. Fitch believes the company is well positioned to realize growth opportunities across multiple segments. This includes targeting smaller markets/rural households through additional capital investments and increased distribution and marketing spend that could increase T-Mobile's market share penetration in these markets to greater than 20% by 2026 from 15% in 2021 based on company reporting. T-Mobile's Ultra Capacity 5G network deployment that covers 225 million people underpins the company's strategy to market broadband fixed wireless services to consumers totaling more than 40 million households and small businesses that is gaining traction with more than 1 million high-speed Internet customers. T-Mobile plans to further expand the Ultra Capacity 5G network to 300 million people by 2023, which would materially increase the household and business broadband market opportunity with the company, targeting 7 million to 8 million fixed wireless subscribers by 2025. Other material growth opportunities include increased market share of enterprise and government users and increased penetration of Magenta Max rate plans, which is around 15% of the overall customer base currently. Material Deleveraging Expected: Fitch expects further deleveraging in 2022 supported by higher EBITDA reflecting organic growth, synergy flow through and gross debt reduction. Fitch projects T-Mobile's adjusted core telecom leverage (adjusted debt/EBITDAR based on Fitch adjustments) could approach mid 3x by YE 2022 assuming EBITDA of around $25 billion and spending for additional spectrum. This compares with leverage around 4x for 2021. Fitch believes T-Mobile will continue to delever, given that T-Mobile's net leverage, based on T-Mobile adjustments, was 3.0x at Mar. 31, 2022 with a long-term net leverage public target of the mid 2x. Substantial Synergies: T-Mobile performed well since closing the acquisition, exceeding expectations around integration timing, synergies and operating performance. T-Mobile expects to realize around $7.5 billion in expected annual run-rate by 2024, roughly 25% higher than initial expectations of about $6 billion. The higher than expected cost synergies are primarily due to greater network savings from backhaul and maintenance along with higher synergies from marketing and back office. Fitch believes execution risk surrounding the integration plans have been reduced materially given current integration progress. T-Mobile decommissioned roughly one-third of Sprint's cell sites as of 1Q22 with the remainder of decommissioning expected by 2H22 as the vast majority of Sprint traffic utilizes the T-Mobile network. Subscriber migration is also expected to be completed during 2022. Churn of legacy Sprint subscribers declined materially in Q1'22 compared with the year ago period. According to the company, approximately 37% of legacy Sprint accounts have been migrated to T-Mobile-like rate and device plans and are exhibiting similar or better churn levels compared with legacy Magenta subscribers. The billing conversion of Sprint customers is the last remaining piece that will not complete until 2023. Highly Competitive Wireless Environment: The wireless market continues to be very competitive, with the three largest national operators -- AT&T Inc. (BBB+/Stable), T-Mobile and Verizon Communications Inc. (A-/Stable) -- going head to head. DISH Network is a distant fourth national operator, in the process of building out a nationwide network. The spending in the past two 3 GHz auctions was aggressive, led by Verizon and AT&T which used the majority of their spending to increase spectrum positions and upgrade capabilities for 5G deployments that align with a network investment-oriented philosophy for a strong wireless foundation to support their competitive positions. T-Mobile spent $12.3 billion to bolster their leading spectrum position. Cable company entry into the wireless market increases competition and gained traction, but Fitch views any potential negative effects on T-Mobile as relatively modest given its more niche customer focus. The two largest cable companies, Comcast Corp. (A-/Stable) and Charter Communications, Inc., (BB+/Stable) have a mobile virtual network operator arrangement with Verizon. Aggregate wireless subscribers for Comcast and Charter totaled 8.2 million as of March 31, 2022, compared to 5.8 million in the year ago period. Parent-Subsidiary Linkage: T-Mobile's ratings receive a one-notch uplift from its standalone credit profile due to its controlling shareholder Deutsche Telekom AG (DT; BBB+/Stable). Fitch believes a medium strategic linkage exists between the two companies given T-Mobile's importance to DT due to moderate growth potential and substantial financial value to DT's group profile. DT consolidates T-Mobile's financials by virtue of its voting control over approximately 52% of the outstanding shares and holds $1.5 billion of T-Mobile USA-issued debt maturing 2028. Across T-Mobile's corporate structure, Fitch's equalizes the IDRs, due to the presence of strong legal, operational and strategic ties among the entities. DERIVATION SUMMARY Fitch believes T-Mobile has a materially improved business profile following the combination with Sprint in April 2020, reflecting good execution on integration plans that exceeded expectations for synergies and network migration. This in turn has led to an enhanced competitive position relative to Verizon and AT&T Inc. T-Mobile has made significant progress in combining the spectrum portfolio and selective rationalization of Sprint's network to build a more expansive and densified national 5G network resulting in greater speed, capacity, capabilities and geographic reach. T-Mobile's Ultra Capacity 5G network is supported by spectrum primarily from Sprint's midband 2.5 gigahertz (GHz) band portfolio, combined with millimeter wave spectrum. At the end of the 1Q22, T-Mobile's extended range 5G network covered 315 million people and the Ultra Capacity 5G network covered 225 million people with plans to increase to 300 million people with Ultra Capacity by the end of 2023. T-Mobile generated strong operating momentum during the past several years due to a well-executed challenger strategy. The company took material market share from the other three national operators and caused both AT&T and Verizon to more aggressively adapt and respond to offerings, such as equipment installment and unlimited data plans. T-Mobile's wireless business has roughly similar wireless scale with more post-paid subscribers and lower EBITDA margins compared with AT&T, but is materially smaller than Verizon. Given the strong subscriber momentum underpinned by its Un-carrier branding strategy, Fitch expects T-Mobile could continue grow its share of the national operators Verizon Communications Inc.'s (A-/Stable) ratings are supported by Verizon's strong competitive position in the wireless business, with industry-low churn rates, high margins and the extensive coverage of nearly the entire U.S. population with its 4G LTE network, and more than 230 million people with its 5G network. The company has deployed 5G in a portion of the C-Band spectrum obtained in 2021 in early 2022, and now covers more than 100 million people with its 5G Ultra Wideband service. Verizon expects to reach at least 175 million people by the end of 2022 with C-Band spectrum and at least 250 million people by the end of 2024. Fitch anticipates Verizon's gross core telecom leverage to be around 2.8x at YE 2022. AT&T Inc. (BBB+/Stable) is one of the largest telecommunications operators in the U.S. Its Long-Term IDR is underpinned by a diversiﬁed revenue mix, signiﬁcant size and economies of scale. AT&T's 5G network covers more than 255 million people with plans to deploy significant mid-band spectrum that increases speed and capacity to over 200 million people by the end of 2023. Current leverage is moderately high for the rating and incorporates expectations that gross core telecom leverage as calculated by Fitch will improve in 2023 to approximately 3.0x following the spin-off of the Warner Media business and the debt reduction envisioned after the transaction. T-Mobile has a moderately larger scale than Charter (BB+/Stable) and lower leverage. Charter is the second-largest U.S. cable multichannel video programming distributor with 32.2 million customer relationships at March 31, 2022 that provide significant scale benefits. Fitch believes broadband growth will offset the expected continued industrywide decline in basic video subscribers while also benefiting margins and FCF, given broadband's higher margins and lower capital intensity. Fitch believes Charter's wireless service expansion offers further operating leverage improvement through scaling benefits. Fitch's forecast assumes Charter remains near the high end of its target net leverage of 4.0x-4.5x. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Service revenue growth (postpaid and prepaid service revenue excluding wholesale) in the mid-single digits over the forecast period; -- EBITDA (less leasing revenue) approaching mid-$20 billion range in 2022, growing over the forecast period to the upper $20 billion range in 2024; -- FCF of approximately $6.5 billion in 2022, ramping to around $12 billion in 2023 driven by EBITDA growth and reduced capital spending and cash payments for merger-related costs; -- Spending for potential spectrum investments; -- Material share repurchases beginning in 2023; -- Adjusted core telecom leverage could approach the mid 3x (or core telecom leverage approaching the mid 2x) by YE 2022. Adjusted core telecom leverage in the mid 3x in 2023 (or core telecom leverage in the mid 2x). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Publicly articulated framework around the company's expected shift in capital allocation toward share repurchase yielding increased confidence in the maintenance of T-Mobile's core telecom leverage (total debt/EBITDA) below 2.75x and lease- adjusted core telecom leverage (total adjusted debt/EBITDAR) below 3.75x; -- Continued strong operating momentum coupled with reduced merger costs that is in-line with Fitch's current forecast expectations for increased revenue, EBITDA and FCF generation. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Leveraging transaction, or adoption of a more aggressive financial strategy that increases core telecom leverage beyond 3.5x and lease-adjusted core telecom leverage beyond 4.5x on a sustained basis in the absence of a credible deleveraging plan; -- Operating profit declines owing to greater than anticipated competition, materially lower synergy capture or other operating/executional missteps could lead to negative action if a return to stability is uncertain; -- Weakening of parent support that results in Fitch assessing a medium linkage no longer exists. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: T-Mobile's liquidity position is strong, with about $3.1 billion cash at the end of 1Q22. It maintains an undrawn $5.5 billion five-year secured revolving credit facility that supports the management of liquidity risks throughout the merger integration period. Fitch expects FCF generation to increase materially, driven by the realization of run-rate cost synergies and a moderation in capital spending in 2023. Fitch's forecast assumes FCF of approximately $6.5 billion in 2022, ramping up to more than $12 billion in 2023. T-Mobile has undertaken several capital transactions for spectrum auction funding and to improve the maturity profile by refinancing higher cost debt. During 2021, T-Mobile issued a total of $14.8 billion through four transactions including $9.8 billion in senior unsecured notes and $5 billion in senior secured notes. Following the financing to close the Sprint transaction in April 2020, T-Mobile issued $12.75 billion in three transactions. T-Mobile issued $4.75 billion senior secured notes at the end of October 2020. Net proceeds from the issuance were used for general corporate purposes, including the refinancing of existing indebtedness. In early October 2020, T-Mobile used proceeds from a $4 billion senior secured notes issuance to fully repay the $4 billion secured term loan. In June 2020, the company issued $4 billion senior in secured notes to reduce a portion of the larger debt maturity towers within the capital structure in 2021, 2024 and 2025. Long-term debt maturities are manageable and include $2.7 billion, $5.1 billion and $3.4 billion from 2022 to 2024, respectively. Unsecured Debt Notching: Fitch believes T-Mobile USA, Inc.'s senior unsecured notes have a structurally superior position compared with the Sprint senior unsecured notes due to the guarantee structure. T-Mobile USA's senior unsecured notes are guaranteed on an unsecured basis by T-Mobile and its wholly owned domestic restricted subsidiaries (including Sprint and its subsidiaries), subject to customary exception. Sprint senior unsecured notes do not benefit from a guarantee from T-Mobile operating subsidiaries, only from T-Mobile USA and T-Mobile. For the Sprint senior unsecured notes at Sprint, Sprint Communications, Inc. and Sprint Capital Corp., T-Mobile and T-Mobile USA provide downstream unsecured guarantees. As such, Fitch notches down the Sprint senior notes by one notch to reflect the structural differences in the guarantees. ISSUER PROFILE T-Mobile is the second largest wireless communications provider in the U.S. with 109.5 customers including 70.7 million postpaid phone subscribers. It has the largest 5G network in the U.S. with an extended range network covering 315 million people and an Ultra Capacity 5G network covering 225 million. SUMMARY OF FINANCIAL ADJUSTMENTS To determine core telecom leverage of the pro forma company, Fitch applied a 2:1 debt/equity ratio to the handset receivables (leasing and EIP) that resulted in a reduction of the level of debt used in calculating leverage metrics by approximately $6.8 billion at YE 2021. Adjustments include added back off-balance debt related to service receivables and EIP receivables facilities at T-Mobile, added back proceeds from securitization of accounts receivable from cash flow from investing to cash from operations, one-time operating expenses including merger and integration, and operating EBITDA excludes leasing revenue. Tower Obligations: Fitch's treatment typically capitalizes the annual operating lease charge using a standard 8x multiple to create a debt equivalent. The operating lease expense for T-Mobile's tower obligation is included in the annual rent expense. Therefore, Fitch excluded the tower obligations from the total debt quantum, as the analysis incorporates the obligation in total adjusted debt metrics that includes capitalized operating lease expense. When appropriate to the issuer's business model, Fitch may present additional ratios to supplement the core approach. T-Mobile's rental expense is high compared with its telecom peers given a denser cell network deployment related to the deployment of higher band spectrum. Fitch supplements T-Mobile's core unadjusted credit metrics with lease-adjusted metrics. As part of these adjustments, Fitch re-categorized right of use asset amortization and interest associated with finance leases. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING PRIOR ---- ------ ----- T-Mobile US, Inc. LT IDR BBB- Affirmed BBB- Sprint Capital Corp. senior unsecured LT BB+ Affirmed BB+ T-Mobile USA, Inc. LT IDR BBB- Affirmed BBB- senior unsecured LT BBB- Affirmed BBB- senior secured LT BBB- Affirmed BBB- Sprint Communications, LT IDR BBB- Affirmed BBB- Inc. senior unsecured LT BB+ Affirmed BB+ Sprint Corporation LT IDR BBB- Affirmed BBB- senior unsecured LT BB+ Affirmed BB+ TAMPA SMOKE SHOP: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Tampa Smoke Shop, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa, Division, for authority to use cash collateral in accordance with the budget, with a 10% variance and provide adequate protection. The Debtor requires the use of cash collateral to fund its operating expenses and costs of administration in the Chapter 11 case. Grover Capital, LLC and Independent Funding Group may claim blanket liens against the Debtor's assets. The Debtor disputes the Secured Creditors' scheduled claims; it is undetermined that any of the Secured Creditors are truly secured. The Debtor estimates the collective claims of the Secured Creditors are secured by $500 in cash, $611 in various bank accounts, $72,888 in a frozen merchant account, and $155,000 in inventory. As adequate protection for the use of cash collateral, the Debtor offers the Secured Creditors the following: a. Post-petition replacement liens on the Secured Creditor Assets to the same extent, validity, and priority as existed pre-petition; b. The right to inspect the Secured Creditor Assets on 48 hours' notice, provided that said inspection does not interfere with the operations of the Debtor; and c. Copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditors reasonably request with respect to the Debtor's operations. A copy of the motion is available at https://bit.ly/3wTKHyq from PacerMonitor.com. About Tampa Smoke Shop, LLC Tampa Smoke Shop, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02105) on May 25, 2022. In the petition filed by Pratikbhai S. Patel, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's counsel. THE CANDY SPOON: Refiles Chapter 11 Case Under Subchapter V ----------------------------------------------------------- The Crystal Spoon Corp. recently filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor is a New York Corporation which is in the business of owning and managing a company engaged in co-packing and distributing food products including pre-packaged meals and human grade pet food. The Debtor's current financial predicament was the result of losses suffered from the COVID-19 pandemic and loss of various customers. In addition, the Debtor's inability to collect on its receivables caused a severe strain on its finances. The Debtor was a re-organized debtor and the subject of a confirmed Chapter 11 Small Business Plan in a prior case bearing number 16-22238-rdd. Under the confirmed plan, unsecured creditors were to be paid in full over a period of approximately 5 years. The Debtor ultimately was not able to perform the terms of the Plan due primarily to illness and COVID-19 business interruptions. The Debtor dismissed its prior case with the intention of re-filing under SubChapter V. Fortunately, the Debtor's operations have improved considerably in the past year. It currently employs approximately 45 non-insider individuals. In the context of this Chapter 11 proceeding, the Debtor's goal is to continue operations and pay creditors from increased revenue According to court documents, The Crystal Spoon Corp. estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 16, 2022 at 1:30 p.m. at Office of UST . About The Crystal Spoon Corp. Headquartered in Elmsford, New York, The Crystal Spoon Corp. a/k/a Top Chef Meals, is in the business primarily of distribution of prepared meals, co-packing for other suppliers and catering. The Crystal Spoon previously sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-22238) on Feb. 25, 2016. On May 4, 2022, the Court entered an order dismissing the case. The Crystal Spoon returned to Chapter 11 bankruptcy, filing a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22277) on May 18, 2022. In the petition signed by Paul Ghiron, president, the Debtor disclosed up to $1 million in both assets and liabilities. The case is overseen by Honorable Bankruptcy Judge Sean S. Lane. Anne Penachio, Esq., at Penachio Malara, LLP is the Debtor's counsel. TOTAL ENERGY: Starts Chapter 11 Subchapter V Case ------------------------------------------------- Total Energy Resources, LLC, filed for bankruptcy protection in Pittsburgh, Pennsylvania, under Subchapter V of Chapter 11 of the Bankruptcy Code. Total Energy Resources is a natural gas supplier & electricity broker, serving businesses in western Pennsylvania and eastern Ohio. With over 80 years of combined experience and knowledge in the energy markets, Total Energy Resources assists commercial and industrial customers with finding the gas and electric power solutions that meet their energy needs. In its statement of financial affairs, the Debtor disclosed that it had $8.141 million of revenue in calendar year 2020, followed with revenue of $12.67 million in 2021. According to court filings, Total Energy estimates between 200 and 999 unsecured creditors. The petition states funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 21, 2022 at 10:00 a.m. The Chapter 11 Small Business Subchapter V Plan is due by Aug. 15, 2022. About Total Energy Resources Total Energy Resources, LLC -- https://totalenergyresources.com/ -- is a natural gas supplier & electricity broker, serving businesses in Western Pennsylvania and Eastern Ohio. Total Energy Resources LLC filed for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-20950) on May 17, 2022. In the petition signed by Ryan M. Williams, managing member, the Debtor disclosed $1,494,425 in total assets and $0 in liabilities. The case is overseen by Honorable Bankruptcy Judge Jeffrey A. Deller. Brian C. Thompson, Esq., at Thompson Law Group, PC, is the Debtor's counsel. James S. Fellin has been appointed as Subchapter V trustee. TWO'S COMPANY: Plan Disclosures Misleading, US Trustee Says ----------------------------------------------------------- Patrick S. Layng, the United States Trustee for the Western District of Wisconsin, objects to the First Amended Plan of Reorganization, Dated April 29, 2022, filed in the case by the debtor Two's Company Restaurant & Lounge, LLC. According to the United States Trustee, although the disclosure required by 11 U.S.C. Sec. 1190(1) is not as robust as a full disclosure statement, the disclosure should be complete enough not to be misleading. The Description and History of the Debtor's business in the Amended Plan omits any detail regarding the "more streamlined business model" proposed on page 2 as integral to the implementation of the Amended Plan as well as the new information regarding the status of the Debtor's utility expenses. The United States Trustee points out that it appears that the Amended Plan violates Section 1123(a)(4) of the Bankruptcy Code, and thus also Section 1129(a)(1), in that it proposes to treat the members of the general unsecured creditor class (Class 9) differently, depending on whether they filed a proof of claim by the bar date. Comparison of the Debtor's most recent schedules E/F with Plan Exhibit 3 and the Debtor's Affidavit of Mailing reveals that there are 26 general unsecured creditors beyond those listed for payment on Exhibit 3. The Debtor scheduled these 26 creditors as undisputed noncontingent liquidated claims and sent them ballots, but the Debtor apparently does not intend to pay their claims. Unless those scheduled creditors drill all the way down to Exhibits 3 and 4 and understand the math, they won't realize they aren't going to get paid when they cast their ballots. The United States Trustee further points out that Article 1 of the Amended Plan contains one or more incorrect statements regarding the payment to Class 9. The claims of the 26 omitted creditors total $248,942.28. This brings the total for Class 9 (exclusive of Craig Ziemanski's claim) to $454,696.94, which is double the amount listed in the Amended Plan. The Amended Plan proposes to pay this class "approximately 12.12 cents on the dollar." However, 12.12% of the correct class total is $55,109.27, which is more than double the $24,947.33 amount listed in the Amended Plan. If the Debtor only intends to pay the smaller total amount, then correct payments to all general unsecured creditors will result in payment of approximately 5.5%, again less than half the amount they are being led to expect. The United States Trustee asserts that the information regarding payment of administrative claims is lacking. There is no breakdown of the "estimated amount of $25,000" and Exhibit 4 suggests that only the Debtor's attorney and the subchapter V trustee will receive any payment whatsoever. There is nothing to indicate payment for either Business Consultants, the Debtor's original accountant which has not yet filed a fee application for services rendered beyond the $200/monthly ordinary course payroll services, nor Alex Gassner, the new accountant who prepared the financial projections included in the Amended Plan and who has not yet filed even an application to be employed. The United States Trustee complains that the Amended Plan fails to comply with Section 1129(a)(9)(C)(ii), which requires that priority tax claims must be paid within 5 years of the petition date, not the plan effective date. Using the figures on Exhibit 3, if $22,371 of the IRS secured claim is treated as priority unsecured, the priority tax debt totals $82,238. If the plan payments begin in July, this will leave the Debtor 50 months to make payments, which will require monthly payments of $1,645, which is $274.13 higher per month than the amount listed on Exhibit 3. According to the United States Trustee, the Amended Plan fails to comply with Section 1191(c)(3)(B), which requires that, in order to be confirmed, a non-consensual plan must provide "appropriate remedies, which may include the liquidation of nonexempt assets, to protect the holders of claims" in the event of default. Instead of providing any named remedies, the final paragraph of Article 7 of the Amended Plan puts the burden back on the unpaid creditor to "bring a motion before the Bankruptcy Court setting forth the relief it seeks" and limits even that relief to three years, although some of the payment schedules extend beyond that time period. The United States Trustee points out that the Amended Plan hinges in part on increased revenue in several subcategories without explaining what operational changes are being implemented by the Debtor in order to bring these increases about. The United States Trustee further points out that the Debtor has not met its burden of demonstrating feasibility. As is evidenced by the conflicting numbers documented on Objection Exhibits 1, 2 and 3, the Debtor has had difficulty providing reliable financial information throughout this case. Even assuming that the income and expenses are all demonstrated to be possible, and even if the Debtor only intends to pay $24,947.33 (or approximately 5%) to general unsecured creditors, correcting for the required priority tax payment results in the general unsecured creditors falling short of receiving that amount by more than $4,000 over the life of the proposed plan. About Two's Company Restaurant & Lounge Two's Company Restaurant & Lounge, LLC, which operates a restaurant, filed a petition for Chapter 11 protection (Bankr. W.D. Wisc. Case No. 21-12177) on Oct. 22, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Judge Catherine J. Furay oversees the case. The Debtor is represented by Goyke & Tillisch, LLP. UDP LABS INC: Biometrics Startup Files Chapter 11 With $4.68M Debt ------------------------------------------------------------------ UDP Labs, Inc. filed for chapter 11 protection in the Northern District of California. UDP Labs is a startup company into biometric monitoring. The Company has no revenues to date. The Company disclosed $4.096 million in assets against $4.682 million in liabilities as of the bankruptcy filing. According to court documents, UDP Labs Inc. estimates between 1 and 49 unsecured creditors. The petition states funds will be available to unsecured creditors. About UDP Labs Inc. UDP Labs Inc. is a biometric monitoring start-up company. UDP Labs, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-50439) on May 20, 2022. In the petition filed by Carl Hewitt, chief technology officer, UDP Labs listed total assets amounting to $4,096,000 and total debt of $4,681,663. Keith A. McDaniels, of Keller & Benvenutti LLP, is the Debtor's counsel. V.N.D. LLC: Wins Cash Collateral Access Thru Sept 30 ---------------------------------------------------- The U.S. Bankruptcy Court for the District of North Dakota authorized V.N.D. Limited Liability Company to use cash collateral on an interim basis in accordance with the budget. Extensia Financial, LLC, in its capacity as servicer for Farmers Insurance Group Federal Credit Union, asserts an interest in the Debtor's cash collateral. The Debtor is permitted to use cash collateral to pay authorized expenses as defined in section 3.3 of the Stipulation for Continued Use of Cash Collateral filed by Extensia and the Debtor, for the period beginning on June 1 through September 30, 2022, as set forth in the Updated Budget. In the event the Debtor seeks to use cash collateral after September 30, it will file and serve a supplemental brief with supporting budget not later than September 6. The Debtor agreed to make payments to Extensia, insure its collateral, report on its financial condition and comply with other terms and conditions in the Second Stipulation which the Court finds are sufficient to adequately protect Extensia's and Farmers' interests during the interim period. The Debtor also agreed to grant Farmers postpetition liens. For the avoidance of doubt, Farmers' postpetition collateral does not include any interest in any avoidance action under Chapter 5 of the Bankruptcy Code. Consistent with the terms of the Stipulation, Farmers' postpetition lien will be senior and have priority over all other liens and interests on and in its collateral, except that the postpetition lien will be junior only to (a) the prepetition lien in favor of Farmers and (b) such other valid, existing, and perfected liens or security interests existing as of the petition date with respect to such assets existing as of the petition date encumbered by such liens, and to the extent such liens or security interests were senior to the prepetition lien in favor of Farmers as of the petition date and are not otherwise avoided. Farmers' postpetition lien will be attached and perfected without any further act required under federal, state or local law requiring notice, filing, registration, recording, possession or other act to validate or perfect a security interest or lien. If Farmers elects to file documents perfecting its lien, it is granted relief from the automatic stay to do so. A copy of the order is available at https://bit.ly/3lXiphf from PacerMonitor.com. About V.N.D. Limited Liability V.N.D. Limited Liability Company filed a petition for Chapter 11 protection (Bankr. D. N.D. Case No. 21-30511) on Dec. 21, 2021, listing as much as $10 million in both assets and liabilities. Dorothy Flisk, president, signed the petition. Judge Shon Hastings oversees the case. The Debtor is represented by Michael L. Gust, Esq., at Anderson, Bottrell, Sanden & Thompson and Sara E. Diaz, Esq., at Bulie Diaz Law Office. VPR BRANDS: Issues $250K Promissory Note to Daiagi -------------------------------------------------- VPR Brands, LP issued a promissory note in the principal amount of $250,000 to Daiagi. The principal amount due under the Daiagi Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Daiagi Note) is due and payable on the third anniversary of the issue date. The Daiagi Note and the amounts payable thereunder are unsecured obligations of the Company. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days' written notice, to redeem all or any portion of the Daiagi Note. The portion of the Daiagi Note subject to redemption will be redeemed by the Company in cash. About VPR Brands Headquartered in Ft. Lauderdale, FL, VPR Brands, LP -- http://www.VPRBrands.com-- is company engaged in the electronic cigarette and personal vaporizer business. As of March 31, 2022, the Company had $1.14 million in total assets, $3.40 million in total liabilities, and a total partners' deficit of $2.26 million. Los Angeles, California-based Paris Kreit & Chiu CPA's LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has an accumulated deficit of $10,214,999 and a working capital deficit of $1,834,867 at Dec. 31, 2021. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. WALDRIDGE PROPERTY: Files for Chapter 11 Without a Lawyer --------------------------------------------------------- Waldridge Property Holdings LLC filed for chapter 11 protection in the Middle District of North Carolina. According to court filing, Waldridge Property Holdings LLC estimates between 1 and 49 unsecured creditors. The Petition states funds will not be available to Unsecured Creditors. Bankruptcy Administrator William P. Miller said in a memorandum, "Such petition was not filed (or signed) by an attorney admitted to practice law in the Bankruptcy Court for the Middle District of North Carolina. A corporation seeking relief in the Bankruptcy Court is required to be represented in the bankruptcy case by an attorney who is admitted to practice before the Bankruptcy Court. Failure of the corporate debtor in this case to obtain an attorney to appear in this case within 10 days of the date of this memorandum will result in the filing of a motion to dismiss the case." About Waldridge Property Holdings Waldridge Property Holdings LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Waldridge Property Holdings LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-10254) on May 19, 2022. In the petition filed by William Mitchell, as manager, Waldridge Property estimated assets between $100,000 and $500,000 and liabilities between $100,000 and $500,000. WC BRAKER: U.S. Trustee Appoints Ragan as Chapter 11 Trustee ------------------------------------------------------------ At the behest of Kevin M. Epstein, the United States Trustee for Region 7, the U.S. Bankruptcy Court for the Western District of Texas approved the appointment of Dawn Ragan as Chapter 11 Trustee for WC Braker Portfolio, LLC. The U.S. Trustee's counsel consulted or invited comment from these parties-in-interest regarding the appointment of the Chapter 11 Trustee: * Todd Headden on behalf of Debtor WC Braker Portfolio, LLC * Mitchell Karlan and Liz Boydston on behalf of ATX Braker SC, LLC To the best of the U.S. Trustee's knowledge, the Chapter 11 Trustee's connections with the Debtor, creditors, any other parties-in-interest, their respective attorneys and accountants, the United States Trustee, and persons employed in the Office of the United States Trustee, are limited to the connections set forth in the Verified Statement of Chapter 11 Trustee Dawn Ragan. On May 23, 2022, the Court entered an order directing the U.S. Trustee to appoint a Chapter 11 Trustee for the Debtor. A copy of the U.S. Trustee's application is available for free at https://bit.ly/3NHb8y5 from PacerMonitor.com. About WC Braker Portfolio WC Braker Portfolio is primarily engaged in renting and leasing real estate properties. The Debtor filed Chapter 11 Petition (Bankr. W.D. Tex. Case No. 22-10293) on May 2, 2022. Hon. Tony M. Davis oversees the case. Todd Headden, Esq. of HAYWARD PLLC is the Debtor's Counsel. In the petition signed by Natin Paul, authorized signatory, the Debtor disclosed $100 million to $500 million in assets and $50 million to $100 million in liabilities. WESTBANK HOLDINGS: Files Bid to Use Cash Collateral --------------------------------------------------- Westbank Holdings, LLC et al. ask the U.S. Bankruptcy Court for the Eastern District of Louisiana for authority to use cash collateral to secure the Debtor's property at 2200 West Bend Pkwy, New Orleans, LA 70114 and allow an insurance inspection of the property damaged by fire. Recently certain buildings at the Westbank Holdings Property were damaged by fire. The Debtor has received a preliminary payment of $50,000 from its insurers to clean up major debris and secure the 20 damaged units in two buildings, by boarding up doors, windows, and six stairwells, erecting temporary fencing around the area, and posting signs. The $50,000 insurance premiums are "cash collateral" of the secured creditor Federal National Mortgage Associations d/b/a Fannie Mae. The Debtor previously requested use of the Proceeds to secure the fire-damaged property. FNMA consented to the use of only $5,000 of the Proceeds. The Debtor was authorized to hire Downtown Development Group temporarily secure the fire-damaged property. Sedgwick Delegated Authority is the Third-Party Claims Administrator acting on behalf of the insurance companies insuring the Westbank Holdings Property on the date of the fire. SDA has requested access to the property damaged by fire to allow an engineer and building consultant to conduct a full inspection of the damaged property. The insurance claim cannot proceed until this inspection is completed. As the insured party, the Debtor has the obligation to mitigate the damages to the property. Every day the property sits unattended, the costs to repair the property increases. The Debtor wants to begin mitigation of the damages as soon as possible to avoid the buildings damage posing hazards to trespassers. Mitigation cannot begin until the requested inspection is completed. The Debtor seeks to use up to $12,000 of the Proceeds to make the property available to the engineer and adjuster, as well as replace boards and secure the building(s). The Debtor proposes to hire DDG on the condition that material will be billed at line item cost plus any delivery charges, with no markup. Labor will also be provided by DDG, with supervisor’s charging $125 per hour and carpenters charging $75 per hour. Since DDG installed the boards securing the property and is able to provide information and support to the insurer's representatives due to their familiarity with the property, the hiring of DDG for this project is in the best interests of the estate. On May 2, 2022, the Debtor requested FNMA's consent to the use of up to $10,000 cash collateral to allow the inspection to occur. The Debtor also seeks to use up to $137,000 cash collateral to secure the Westbank Holdings Property. FNMA did not respond to the Debtor's request. In recent weeks, more units have become occupied by squatters who are damaging the property and participating in criminal activity. Through media coverage of the case, it was recently announced that tenants of the Debtor were being relocated. Unfortunately, the tenants that have vacated the property have been replaced by a greater number of squatters. Essentially, for every person that moved out, two people have illegally moved in. The squatters have taken over past inspected units and are stealing and looting from the property. This activity is ruining any progress on scope of work made by the Debtor and its’ Construction Manager, Hernandez Consulting and Construction, Inc. Along with the squatters, a new encampment of criminal enterprises and occupants are present at the Westbank Holdings Property. New Orleans Police Department has been contacted numerous times and are either not responding or taking hours to respond. In the few instances where an arrest was made, the arrested individuals were released and back the next day. Currently, visitors to the site face harassment by illegal occupants, threats, and potentially violent attacks. The Debtor cannot continue to operate and put forward a Plan of Reorganization without securing the property and pursuing insurance proceeds for the units damaged by fire. FNMA is adequately protected and it is in the best interest of the bankruptcy estate to permit the Debtor to use cash collateral to secure the property and allow the inspection of the insurers. A copy of the motion is available at https://bit.ly/3MZw5nQ from PacerMonitor.com. About Westbank Holdings, LLC Westbank Holdings, LLC, et al., are limited liability companies that operate five low-income apartment complexes in New Orleans. The complexes are owned and operated by Joshua Bruno. Westbank Holdings, LLC, Cypress Park Apartments II, LLC, Liberty Park Apartments, LLC, and Forest Park Apartments, LLC, sought Chapter 11 protection (Bankr. E.D. La. Case Nos. 22-10082 to 22-10086) on Jan. 27, 2022. In the petition signed by Joshua Bruno as manager, Liberty Park Apartments estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. The cases are handled by Honorable Judge Meredith S. Grabill. Frederick L. Bunol, Esq., of The Derbes Law Firm, LLC, is the Debtors' counsel. WILSON COLLEGE: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Wilson College, (PA)'s Long-Term Issuer Default Rating (IDR) and $34 million Chambersburg Area Municipal Authority's education facility revenue and refunding bonds series 2018, issued on behalf of Wilson College, at 'BB'. The Rating Outlook is Stable. SECURITY The bonds are a general obligation of the obligated group (Wilson is the sole member) payable from any legally available funds (AF). The bonds are secured by a pledge of the college's gross revenues and a mortgage on its core campus property. In addition, the bonds have a cash-funded debt service reserve fund. ANALYTICAL CONCLUSION The ratings reflect Wilson's adequate balance sheet cushion relative to limited revenue defensibility and stronger operating risk assessments. Fitch's revenue defensibility assessment considers midrange demand indicators constrained by recent enrollment volatility and a history of unsustainable endowment draws, which management has moderated to sustainable levels in recent years. The operating risk assessment incorporates stronger cash flow margins (inclusive of endowment spend) and a manageable level of capital needs. Execution risk related to Wilson's targeted enrollment growth plans and significant reliance on endowment income have historically constrained the rating, despite maintenance of AF and comfortable balance sheet ratios relative to adjusted debt. The Stable Outlook reflects Fitch's view that expense management will largely mitigate potential revenue volatility in the near term, supporting the college's prospects for ongoing financial performance at the current rating level throughout Fitch's rating case scenario analysis. KEY RATING DRIVERS Revenue Defensibility: 'bb' Sensitive Demand; High Endowment Dependence A history of enrollment growth with mixed demand indicators in a weaker market support Wilson's revenue defensibility. Net tuition and fee revenues doubled between fiscal years 2014 and 2020 with aggressive program and enrollment growth and modest retention. Enrollment has flagged during the pandemic, with fall 2021 (fiscal 2022) FTE enrollment dipping 8% to 1,405 from the prior year. That said, volatility in net tuition revenues had been somewhat more muted, reflecting the market appeal of newer program offerings. Spending related to the college's strategic shift resulted in endowment draws well above sustainable levels through fiscal 2018, which have moderated in recent years but remain sensitive to the possibility of future enrollment pressure. Operating Risk: 'a' Solid Cash Flow; Manageable Capital Needs Operating cost flexibility is solid as reflected in historically strong cash flow; however, spending is largely driven by personnel for instruction and support of key programs. Wilson's cash flow margin has remained around 15% in recent years, driven largely by a trend of elevated but decreasing endowment draws through fiscal 2020 and pandemic-related federal relief funding in fiscal years 2020 to 2022. Fitch expects the college's recent shift to a 5% draw rate will result in margins closer to 10%, demonstrating a still-solid level of operating flexibility. Fitch considers capital spending needs moderate in the context of consistent donor support and the manageable level of capital investment needed to sustain Wilson's unique program offerings following recent capital investments. Financial Profile: 'bb' Thin Balance Sheet Resources Wilson's 'bb' financial profile assessment reflects elevated leverage relative to the college's moderately strong business profile. AF levels increased to $28 million in fiscal 2021 with strong market returns after averaging around $24 million in prior years. AF of $28 million generated an adequate cushion of 83% relative to $34 million of adjusted debt in fiscal 2021. Wilson's balance sheet cushion is sensitive to economic and demand stress. Forward-looking balance sheet and demand volatility is reflected in Fitch's rating case scenario analysis, which stresses Wilson's AF and financial operations at levels consistent with Fitch's economic market expectations over the intermediate term. Asymmetric Additional Risk Considerations No asymmetric additional risk considerations apply to Wilson's rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Continued growth of student-generated revenues allowing diminished reliance on endowment draws; -- Improved financial profile as demonstrated by sustained maintenance of AF to adjusted debt above 80%; -- Consistent track record of sustainable endowment draws at or below 6%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Weakening demand, as evidenced by material declines in enrollment or net tuition and fee revenue beyond fiscal 2022; -- An increase in the college's endowment draw rate from recent sustainable levels; -- Diminished operating cost management with cash flow margins declining below 10%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE Wilson College, situated on 275 acres in Chambersburg, PA, was founded as a women's college in 1869 by two Presbyterian ministers with funds provided by Sarah Wilson. The college became coeducational in fall 2013 and currently offers undergraduate programs spanning 35 majors and 43 minors, as well as adult and graduate programs. Wilson is accredited by the Middle States Commission on Higher Education with additional recognition from the accrediting bodies related to the college's various undergraduate and graduate offerings. Wilson College significantly reduced on-campus activity and housing in spring 2020 in response to the coronavirus pandemic, and was entirely remote throughout the summer and fall of fiscal 2021. As a result, auxiliary revenues declined sharply, partially offset by stable enrollment trends and increasing net tuition and fee growth. The college also benefited from a $2.1 million Payroll Protection Program loan from the Small Business Administration, which has been fully forgiven, and will recognize the last $1.2 million of institutional federal relief funds in fiscal 2022. In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING PRIOR ---- ------ ----- Wilson College (PA) LT IDR BB Affirmed BB Wilson College (PA) LT BB Affirmed BB /General Revenues/1 LT ********* 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. 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