/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221116.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, November 16, 2022, Vol. 26, No. 319 Headlines 14 EAST WASHINGTON: Seeks to Hire Nardella & Nardella as Counsel 17 Commercial Properties Up for Auction on December 15 18 BRENNAN BROKE: Seeks to Tap J.M. Cook as Bankruptcy Counsel 704 HOWE STREET: Lender Says Plan Disclosures Inadequate AA FOOD: Court Confirms Amended Plan of Reorganization ADHERA THERAPEUTICS: Trond Waerness Withdraws Resignation AIKIDO PHARMA: Reports Third Quarter Net Loss of $6.2 Million ALL AMERICA: Unsecured Creditors Will Get 14 on Dollar in Plan ANDOVER SENIOR: No Payment to Unsecured Creditors in Plan APOGEE GROUP: Jan. 18 Hearing on Disclosure Statement ARETE REHABILITATION: Voluntary Chapter 11 Case Summary ASM GLOBAL: S&P Upgrades ICR to 'B' on Recovery in Live Events ASPIRA WOMEN'S: Reports $4.6 Million Net Loss for Third Quarter ATLANTIC WEST: Seeks to Hire the Orantes Law Firm as Legal Counsel BED BATH & BEYOND: Signs Exchange Agreement With Noteholder BED BATH: S&P Downgrades ICR to 'SD' on Distressed Exchange BIOLASE INC: Posts $8.4 Million Net Loss in Third Quarter BLINK CHARGING: Posts $25.7 Million Net Loss in Third Quarter BURNS ASSET: Creditors to be Paid in Full in Plan BW GAS: Moody's Lowers CFR to B2 & Alters Outlook to Negative CADIZ INC: Expects to Raise $10 Million From Direct Placement CANADIAN RANCH: McIntosh County Ranch Up for Auction on December 12 CANO HEALTH: Widens Net Loss to $112 Million in Third Quarter CANOPY GROWTH: Widens Net Loss to C$232 Million in Second Quarter CELSIUS NETWORK: Committee Taps Gornitzky & Co. as Israeli Counsel CM RESORT: Court Approves MAR Living Trust Disclosure Statement COMPUTE NORTH: Committee Taps McDermott Will & Emery as Counsel CONDADO ROYAL: Suit Could Delay Disclosures Hearing CORRELATE INFRASTRUCTURE: Incurs $2.6M Net Loss in Third Quarter CURO GROUP: S&P Alters Outlook to Negative, Affirms 'B-' ICR CUSTOM TRUCK: Incurs $2.4 Million Net Loss in Third Quarter CUTTING EDGE: Seeks to Tap Beyond Bookkeeping and Tax as Bookkeeper DEONARINE PARASRAM: Denied Discharge in Two Adversary Proceedings DIAMONDHEAD CASINO: Incurs $381K Net Loss in Third Quarter DIEBOLD NIXDORF: Widens Net Loss to $50.5 Million in Third Quarter DNATRIX INC: Case Summary & 20 Largest Unsecured Creditors ELECTRO RENT: Moody's Rates New Secured First Lien Loans 'B2' ELECTRO RENT: S&P Affirms 'B-' ICR, Off CreditWatch Negative EMERGENT BIOSOLUTIONS: Moody's Lowers CFR to B2, Outlook Negative EN DIAN DEVELOPMENT: Seeks to Hire Evans & Lewis as Legal Counsel EXELA TECHNOLOGIES: Delays 10-Q Filing for Period Ended Sept. 30 EXWORKS CAPITAL: Unsecureds Owed $1.8M to Get Interests in Trust EYE INNOVATIONS: Ordered to File Amended Plan by Nov. 23 FIRST GUARANTY: Court Confirms Liquidating Plan FLORIDA MULCH: Hearing Today on Bid to Access Cash Collateral FOCUS FINANCIAL: Moody's Rates New $2BB Secured Term Loans 'Ba3' FOCUS FINANCIAL: S&P 'BB-' Rating on New $2BB First-Lien Term Loan FORUM ENERGY: Reports Third Quarter Net Income of $16.5 Million FOUR SEASONS: Moody's Rates New 1st Lien Term Loan Due 2029 'Ba3' FOUR SEASONS: S&P Affirms 'BB' ICR, Outlook Positive FTX TRADING: Experts See Regulators to be "Active as Never Before" FTX TRADING: John Ray, New Directors to Lead Chapter 11 Process FTX TRADING: Updated Chapter 11 Case Summary GALAXY NEXT: Signs $5 Million Stock Purchase Deal With ClearThink GARDEN VIEW: Unit Owners' New Value to Fund Plan Payments GLOBAL PROCESSING: Taps Gregory DeWeese as Financial Advisor GROWLIFE INC: Issues $95,555 Convertible Note to Quick Capital IDAHO HEALTH: Unsecureds to Get $5K per Month for 60 Months INFOVINE INC: Voluntary Chapter 11 Case Summary INNOVATION PHARMACEUTICALS: Posts $1.4M Net Loss in First Quarter JUMAS FOOD: May Use Cash Collateral Thru Dec. 6 KINTARA THERAPEUTICS: Incurs $4.6 Million Net Loss in First Quarter LIQUIDMETAL TECHNOLOGIES: Incurs $571K Net Loss in Third Quarter M RENTAL BROOKLYN: Case Summary & 11 Unsecured Creditors MARINER HEALTH: Taps Pillsbury as Counsel for Independent Director MISTER ROBERTS: Seeks to Hire Baker & Associates as Legal Counsel MOUNTAIN PROVINCE: Incurs C$7.2 Million Net Loss in Third Quarter MUSCLE MAKER: Posts Third Quarter Net Loss of $1.9 Million MYOMO INC: Reports $2.8 Million Net Loss for Third Quarter NEONODE INC: Posts $800K Net Loss in Third Quarter NEWTON CONSTRUCTION: Hires Swan and Gardiner as Accountant NGL ENERGY: Posts $3.6 Million Net Income in Second Quarter NORTHWEST SENIOR HOUSING: Bond Trustee, DIP Lender Submit Sale Plan NORTHWEST SENIOR HOUSING: Nov. 30 Disclosure Statement Hearing NRP LEASE: Plan Violates Sec. 1129(a)(9), Says Harvest NXT ENERGY: Incurs C$1.65 Million Net Loss in Third Quarter PARTY CITY: Fitch Lowers LongTerm IDR to 'CCC' PETTERS COMPANY: BMO Harris to Appeal Verdict in Trustee Suit PHIO PHARMACEUTICALS: Incurs $3.6 Million Net Loss in Third Quarter PHUNWARE INC: Incurs $8 Million Net Loss in Third Quarter PLAYA RESORTS: S&P Rates New Sr. Secured Term Loan/Revolver 'B' PRECIPIO INC: Incurs $3.2 Million Net Loss in Third Quarter PROVECTUS PHARMACEUTICALS: Posts $713K Net Loss in Third Quarter PROVENIR LLC: Fine-Tunes Plan Documents PULMATRIX INC: Incurs $5 Million Net Loss in Third Quarter RELMADA THERAPEUTICS: Posts $39.4 Million Net Loss in Third Quarter S-TEK 1, LLC: Seeks Cash Collateral Access Thru End of March SOLARWINDS HOLDINGS: Moody's Rates Extended First Lien Debt 'B1' SOLARWINDS HOLDINGS: S&P Upgrades ICR to 'B+' on Debt Repayment SPI ENERGY: Delays Filing of Form 10-Q for Period Ended Sept. 30 STONE CLINICAL: Court Approves Disclosure Statement TARONIS FUELS: Case Summary & 30 Largest Unsecured Creditors TD HOLDINGS: Posts $1.3 Million Net Income in Third Quarter THOMPSON MILLWORK: Seeks to Hire Sasser Law Firm as Counsel TIMBER PHARMACEUTICALS: Incurs $3.2M Net Loss in Third Quarter TRANSPORTATION DEMAND: Amends Class 4A Unsecured Claims Pay Details TVS CONSTRUCTION: Wins Cash Collateral Access on Final Basis URBAN COMMONS 2: Case Summary & 10 Unsecured Creditors USI INC: Moody's Assigns B1 Rating to $2.5BB Sr. Secured Term Loan USI INC: S&P Assigns 'B' Debt Rating on New $2.5BB Term Loan B VANTAGE DRILLING: Incurs $20.5 Million Net Loss in Third Quarter VBI VACCINES: Incurs $25.2 Million Net Loss in Third Quarter VENUS CONCEPT: Incurs $14.5 Million Net Loss in Third Quarter VERICAST CORP: S&P Upgrades ICR to 'CCC' on Distressed Exchanges VISTAGEN THERAPEUTICS: Incurs $17.5M Net Loss in Second Quarter VTV THERAPEUTICS: Incurs $4.3 Million Net Loss in Third Quarter W&T OFFSHORE: Posts Third Quarter Net Income of $66.7 Million WANSDOWN PROPERTIES: Azari's Bid for Summary Judgment Denied WINDSOR FALLS: Court Limits Access to Cash Collateral YUNHONG CTI: Delays Filing of Form 10-Q for Period Ended Sept. 30 ********* 14 EAST WASHINGTON: Seeks to Hire Nardella & Nardella as Counsel ---------------------------------------------------------------- 14 East Washington, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ the law firm of Nardella & Nardella, PLLC as its counsel. The firm will render these services: (a) advise the Debtor concerning the operation of its business in compliance with Chapter 11 and orders of this court; (b) defend any causes of action on behalf of the Debtor; (c) prepare legal papers; (d) assist in the formulation of a plan of reorganization and preparation of a disclosure statement; and (e) provide all services of a legal nature in the field of bankruptcy law. The hourly rates of the firm's counsel and staff are as follows: Partners $385 Associates $275 Paraprofessionals $225 In addition, the firm will seek reimbursement for expenses incurred. The Debtor has paid Nardella a retainer in the amount of $40,000. Jonathan Sykes, Esq., a partner at Nardella & Nardella, 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: Jonathan M. Sykes, Esq. Nardella & Nardella, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Telephone: (407) 966-2680 Email: jsykes@nardellalaw.com About 14 East Washington 14 East Washington, LLC owns in fee simple title an office-mid-rise-commercial building located at 14 East Washington Street, Orlando, Fla. valued at $10.5 million. 14 East Washington sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03988) on Nov. 5, 2022, disclosing $10,803,120 in total assets and $7,721,700 in total liabilities. Antonio Luiz Romano, manager, signed the petition. Nardella & Nardella, PLLC, serves as the Debtor's counsel. 17 Commercial Properties Up for Auction on December 15 ------------------------------------------------------ Fisher Auction Company will hold a live auction event with real-time online bidding that includes 17 Commercial and residential properties located in the Little Haiti Opportunity Zone in Miami, Florida. The Portfolio consists of 9 Improved Properties and 8 Vacant Lots. The auction will take place on Dec. 15, 2022, at 11:00 a.m. ET, at Fisher Auction Company located at 2112 East Atlantic Boulevard, Pompano Beach, Florida, 33062. The final bid price(s) for the properties will be determined by competitive bidding at the auction. The Properties are being sold to the highest bidder(s) with the highest bid(s) being subject to both the Debtors/Sellers and the Bankruptcy Court's final approval and acceptance of price, plus the five percent (5%) Buyer's Premium and are subject to the terms and conditions of the Governing Documents. In addition, the final bid price(s) will be presented to Bankruptcy Court for final approval via a sale hearing scheduled for Dec. 20, 2022 at 9:30 a.m. ET. A 2.5% broker participation of the final bid price. A copy of the Terms and Conditions of Sale is available at https://www.fisherauction.com/commercial/auction/bw91694 For further information, contact: Francise D. Santos Fisher Auction Company 2112 East Atlantic Boulevard Pompano Beach, Florida 33062 Tel: 754-220-4116 954-942-0917 Ext. 4124 Email: info@fisherauction.com 18 BRENNAN BROKE: Seeks to Tap J.M. Cook as Bankruptcy Counsel -------------------------------------------------------------- 18 Brennan Broke Me, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ J.M. Cook, PA as legal counsel. The firm will render these services: (a) prepare legal papers; (b) assist the Debtor in evaluating the legal basis for, and effect of, the various pleadings that will be filed in the Chapter 11 case by the Debtor and other parties in interest; (c) perform all necessary legal services in connection with the Debtor's reorganization; (d) assist the Debtor in preparing the monthly operating reports and evaluating and negotiating the Debtor's or any other party's plan of reorganization and any associated disclosure statement; (e) commence and prosecute any and all necessary and appropriate actions or proceedings on behalf of the Debtor; and (f) perform all other legal services for the Debtor which may be necessary and proper in these proceedings. The hourly rates of the firm's counsel and staff are as follows: Attorney $300 Paralegal $75 Prior to the petition date, the Debtor paid the firm a retainer in the amount of $10,000. J.M. Cook, Esq., 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: J.M. Cook, Esq. J.M. Cook, PA 5886 Faringdon Place, Suite 100 Raleigh, NC 27609 Telephone: (919) 675-2411 Facsimile: (919) 882-1719 Email: J.M.Cook@jmcookesq.com About 18 Brennan Broke Me 18 Brennan Broke Me, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02472) on Oct. 31, 2022, with as much as $10 million in both assets and liabilities. Julie Nash, manager, signed the petition. Judge Pamela W. McAfee oversees the case. J.M. Cook, Esq., at J.M. Cook, PA serves as the Debtor's counsel. 704 HOWE STREET: Lender Says Plan Disclosures Inadequate -------------------------------------------------------- PS Funding, Inc. ("Lender"), a secured creditor, submitted an objection to the adequacy of 704 Howe Street, LLC's Disclosure Statement pursuant to Section 1125 of title 11 of the United States Code for Debtor's Plan of Reorganization. The Lender points out that the Disclosure Statement should not be approved because it fails to provide a basis as to the Property having a value of $875,000. The appraisal of the Property obtained by Lender shows that the value of the Property is $700,000. Lender asserts that the Disclosure Statement should not be approved because it fails to address how the Debtor will refinance the mortgage on the property and pay all creditors. The Debtor's Plan indicates that Debtor will pay Lender in full at the time of closing on a refinancing of the Property to be within 90 days of the Effective Date, and if the refinancing does not occur within 90 days of the Effective Date, the Debtor shall immediately list the Property for sale with a licensed real estate broker and sold within 180 days of the listing date. The Disclosure Statement only provides the proposed figures for the sale of the Property. The Disclosure Statement does not provide a mortgage loan commitment from a lender or an appraisal for the value of the Property. The Lender complains that the Disclosure Statement should not be approved because it fails to take into account the payments needed for flood insurance on the Property. After Debtor filed its bankruptcy petition on June 13, 2022, the Debtor failed to maintain flood insurance on the Property. Lender had to purchase flood insurance on the Property post-petition for coverage from August 7, 2022 to August 7, 2023. Lender paid the premium paid of $7,922.37 for the flood insurance. Moreover, according to the Lender, the Disclosure Statement should not be approved because it improperly attempts to shift jurisdiction of the amount due to Lender on the Law Division Judgment as adjudicated by the Superior Court of the State of New Jersey to the Bankruptcy Court. The amount due on the Law Division Judgment was determined by the Superior Court of the State of New Jersey, and the amount due on the Law Division Judgment is not a matter that pertains to bankruptcy law. As such, the Superior Court of the State of New Jersey should retain jurisdiction over the Law Division Judgment. Attorneys for Secured Creditor PS Funding, Inc.: Tae Hyun Whang, Esq. LAW OFFICES OF TAE H. WHANG LLC 185 Bridge Plaza North, Suite 201 Fort Lee, NJ 07024 Tel: (201) 461-0300 About 704 Howe Street 704 Howe Street, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 704 Howe Street sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-14820) on June 13, 2022. In the petition filed by Louis Mercatanti, as president, the Debtor reported assets and liabilities up to $50,000. Brian W. Hofmeister, of Law Firm of Brian W. Hofmeister, LLC, is the Debtor's counsel. AA FOOD: Court Confirms Amended Plan of Reorganization ------------------------------------------------------ The Bankruptcy Court has entered an order confirming the Amended Plan of Reorganization of AA Food and Company, Inc. The Debtor is required to file quarterly operating reports with the United States Trustee until such time as the case is closed. The Debtor is further required to pay the United States Trustee quarterly fees until such time as the clerk of court closes the case. Under the confirmed Plan, Class 5 Allowed Unsecured Claims of Tommie Mendoza are impaired. On or about Dec. 16, 2015 Debtor executed that certain Promissory Note in the original principal amount of $200,000 payable to Tommie Mendoza ("Note #1"), and another promissory Note in the original principal amount of $100,000 payable to Mendoza ("Note #2). Pursuant to the Proof of Claim filed by Mendoza, the current indebtedness on Note #1 and Note #2 is $268,328. Mendoza shall have an allowed unsecured claim in the amount $268,328. The Mendoza Allowed Claim will be paid in 119 equal installments of $1,500 per month beginning on the Effective Date and all outstanding amounts due on the Mendoza Allowed Claim will be paid on the 120th month following the Effective Date. Class 6 Allowed Unsecured Claims are impaired. All allowed unsecured creditors shall share pro rata in the unsecured creditors pool. The Debtor will make $100 per month payments into the unsecured creditors pool. The Debtor shall pay into the unsecured creditors pool until all allowed unsecured creditors receive 100% of their Allowed Claims. Based upon the Proof of Claim on File the Debtor shall make 23 payments into the unsecured creditors pool. The Debtor's obligations under the Plan will be satisfied out of the ongoing operations of the Reorganized Debtor. However, the Debtor principals, Amna Payrani and Mumtaz Abbasi will guaranty all payments under the Plan. Additionally, the principal will infuse a total of $12,500 on the Effective Date to paid directly to the Class 4 in the amount of $10,000 and to the Class 5 creditor in the amount of $2,500. The income projections of the Reorganized Debtor are attached to the Disclosure Statement. The Debtor believes the projections to be accurate based upon current lease opportunities. The Debtor does not intend to dramatically alter the current expenses or income over the Plan term. Attorneys for the Debtor: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 A copy of the Amended Plan of Reorganization dated Nov. 2, 2022, is available at https://bit.ly/3NBi0OH from PacerMonitor.com. About AA Food and Company AA Food and Company, Inc., is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a real estate property located at 425 E. Main Street, Grand Prairie, Texas valued at $700,000. AA Food and Company filed a petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 22-30321) on Feb. 28, 2022, disclosing $887,000 in assets and $1,086,000 in liabilities. Mumtaz Abbasi, president, signed the petition. Eric A. Liepins, Esq., serves as the Debtor's legal counsel. ADHERA THERAPEUTICS: Trond Waerness Withdraws Resignation --------------------------------------------------------- Trond Waerness withdrew his resignation as member of the Board of Directors of Adhera Therapeutics, Inc., on Nov. 3, 2022, and the Board is expected to re-appoint him as a director. According to a Form 8-K filed with the Securities and Exchange Commission, Mr. Waerness resigned as a result of a disagreement with the Company regarding his compensation for his services as a director. About Adhera Headquartered in Durham, NC, Adhera Therapeutics, Inc. (formerly known as Marina Biotech, Inc.) -- http://www.adherathera.com-- is a clinical stage biopharmaceutical company engaged in the development of novel cancer products and a proprietary vaccine technology. Adhera reported a net loss of $6.35 million for the year ended Dec. 31, 2021, compared to a net loss of $3.77 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $976,000 in total assets, $20.97 million in total liabilities, and a total stockholders' deficit of $20 million. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has a net loss and cash used in operations of approximately $6.4 million and $665,000 respectively, in 2021 and a working capital deficit, shareholders' deficit and accumulated deficit of $25.1 million, $25.1 million and $53 million respectively, at Dec. 31, 2021. These matters raise substantial doubt about the Company's ability to continue as a going concern. AIKIDO PHARMA: Reports Third Quarter Net Loss of $6.2 Million ------------------------------------------------------------- Aikido Pharma, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.24 million for the three months ended Sept. 30, 2022, compared to a net loss of $47,000 for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $14.85 million compared to a net loss of $5.36 million for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $84.45 million in total assets, $2.60 million in total liabilities, and $81.85 million in total stockholders' equity. Aikido stated, "The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through managing current cash on hand from the Company's past equity offerings. "Based upon projected cash flow requirements, the Company has adequate cash to fund its operations for at least the next twelve months from the date of the issuance of these unaudited consolidated 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/12239/000121390022071189/f10q0922_aikidopharm.htm 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 a biotechnology Company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics. The Company's platform consists of patented technology from leading universities and researchers, and the Company is currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world renowned educational institutions, including The University of Texas at Austin and University of Maryland at Baltimore. The Company's diverse pipeline of therapeutics includes therapies for pancreatic cancer, prostate cancer. The Company is constantly seeking to grow its pipeline to treat unmet medical needs in oncology. The Company is also developing a broad-spectrum antiviral platform that may potentially inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus. 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, and a net loss of $4.18 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $88.30 million in total assets, $829,000 in total liabilities, and $87.47 million in total stockholders' equity. ALL AMERICA: Unsecured Creditors Will Get 14 on Dollar in Plan -------------------------------------------------------------- All America Trading LLC, ("AAT") filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization for Small Business dated November 8, 2022. AAT is a Florida limited liability company whose sole member and manager is Joe Mahmoud. AAT exports bananas globally. AAT was founded in 2019. AAT's approximate gross annual income to date is between $500,000.00-$800,000.00. The income for 2022 is wholly dependent upon AAT's ability to pay down its debt and successfully reorganize. This year, before the Petition Date, AAT's operations were severely hindered by the loan terms of its MCA lenders. AAT only needed to access quick cash from MCA lenders because the country of Jordan decided to limit non-native imports of bananas. AAT's financial projections show that it will have projected disposable income of $299,100.00. The final Plan payment is expected to be paid 12 months from the Effective Date. This Plan of proposes to pay creditors of AAT from the net profits from the sale of bananas. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 14 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of Priority claims. Class 1 is unimpaired by this Plan, and each holder of a Class 1 Priority Claim will be paid in full, in cash, upon the later of the effective date of this Plan, or the date on which such claim is allowed by a final nonappealable order. Class 2 consists of Non-priority unsecured creditors. AAT proposes to pay this class of unsecured creditors $132,766.24 with no interest. Class 2 creditors shall receive their pro rata distribution under this class in 12 equal monthly payments. These payments shall begin on the 1st day of the month following the Effective Date, and continue monthly on the 1st day of each month thereafter until the 12 payments are made or the $132,766.24 is paid in full. AAT shall have the right to prepay this class in full or in part at any time without penalty. AAT shall have a 30-day grace period for all payments. This class of claims is impaired. The Plan will be funded by the ongoing operations of AAT, through the continued sale of bananas globally. A full-text copy of the Plan of Reorganization dated November 8, 2022, is available at https://bit.ly/3URCpRU from PacerMonitor.com at no charge. Attorney for All America Trading: MCGLINCHEY STAFFORD Adina L. Pollan, Esq. Florida Bar No. 15639 apollan@mcglinchey.com 10407 Centurion Parkway N., Suite 200 Jacksonville, Florida 32256 Telephone (904) 224-4487 Facsimile (904) 212-1464 About All America Trading All America Trading LLC is is a Florida limited liability company whose primary place of business is in Orlando, Orange County, Florida. AAT exports bananas globally. It works virtually out of the apartment of the principal of AAT, Joe Mudar, who is the 100% owner of AAT. All America Trading LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02876) on August 11, 2022. In the petition filed by Mudar Y. Mahmoud, as owner, the Debtor reported assets between $500,000 and $1 million and liabilities between $500,000 and $1 million. Judge Grace E. Robson oversees the case. Aaron R. Cohen has been appointed as Subchapter V trustee. Adina L Pollan, Esq., at McGlinchey Stafford, is the Debtor's counsel. ANDOVER SENIOR: No Payment to Unsecured Creditors in Plan --------------------------------------------------------- Andover Senior Care, LLC, submitted as a proponent a First Amended Chapter 11 Disclosure Statement in connection with its First Amended Chapter 11 Plan dated October 29, 2022. The Plan provides for full payment of all allowed administrative claims, all allowed priority claims, and full payment of the allowed secured claims of the Department of Housing & Urban Development, Commerce Bank and Huntington National Bank. The Plan provides for no payment to claims of general unsecured creditors. The Plan will treat unsecured claims as follows: * CLASS 4 - Unsecured Priority Claim of Kansas Department for Aging and Disability Services for Quality Care Assessment Fees. Per its Proof of Claims 9 and 11 filed herein, the Kansas Department of Aging and Disability Service ("KDADS") asserted claims in the aggregate amount of $22,110 for quality care assessment fees assessed per KSA Section 75-7435 and civil penalties assessed per KSA Section 39-965. KDADS alleged its claims are entitled to priority status under 11 USC Section 507(a)(8). Debtor has filed an Objection to the claims asserting the claims are not entitled to priority status and should be treated, in their entirety, as Class 5 general unsecured claims in the Plan. To the extent Claims 9 and/or 11 are allowed as priority claims, Debtor shall pay KDADS the allowed unsecured priority claim in the Plan, without interest, and in equal monthly payments over 50 months, beginning 30 days from the Effective Date. The amount of KDADS' Class 4 claim not allowed priority status shall be treated as a Class 5 general unsecured claim in the Plan. Class 4 is impaired. * CLASS 5 - Unsecured Creditor Class. This class consists of all timely filed and allowed claims of general unsecured creditors, including that portion of the Class 2, 3 and 4 claims which exceed the amount of the secured/priority portion of said claims. The Debtor shall make no payment on allowed unsecured claims. The Liquidation Analysis is provided for creditors to compare their treatment under the Plan with the results of a hypothetical Chapter 7 case. The valuation of Tract 2 in the Liquidation Analysis is based upon a June 2022 real estate appraisal by Roger Turner Company using an income capitalization approach. The valuation of the equipment and office furniture being retained by Debtor is from an appraisal prepared by McCurdy Real Estate & Auction dated March 3, 2022. Class 5 is impaired. Claims under the Plan will be paid from income generated by the Debtor from ongoing operations. Tge Debtor is a Kansas limited liability company. All tax consequences of Debtor pass through to its members. Debtor submits its reorganization case will not be adversely affected by future tax obligations. Debtor's 2021 federal tax return shows an operating loss of $2,032,664 which tax loss will carry forward and vest in the Debtor. It is anticipated that there will be minimal income tax obligations to the Debtor during the initial few years of the Plan as virtually all income will be offset by expense deductions such as depreciation and tax loss carryforwards vesting in the Debtor on the Confirmation Date. Thereafter, the Debtor will be able to pay any ongoing income tax obligations out of income. Attorneys for the Debtor Andover Senior Care, LLC: Mark J. Lazzo, Esq. Justin T. Balbierz, Esq. MARK J. LAZZO, P.A. Bldg. 300, Ste. B Wichita, KS 67226 Tel: (316) 263-6895 Fax: (316) 264-4704 E-mail: mark@lazzolaw.com justin@lazzolaw.com A copy of the First Amended Chapter 11 Disclosure Statement dated Oct. 29, 2022, is available at https://bit.ly/3Uret7G from PacerMonitor.com. About Andover Senior Care Andover Senior Care, LLC, owns and operates an assisted living facility in Andover, Kansas. Andover Senior Care filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 22-10139) on March 11, 2022, listing $5,351,220 in assets and $16,334,476 in liabilities. Dennis L. Bush, managing member, signed the petition. Judge Mitchell L. Herren oversees the case. Mark Lazzo, Esq., at Mark J. Lazzo, P.A. and Colangelo & Taber, P.A. serve as the Debtor's legal counsel and accountant, respectively. APOGEE GROUP: Jan. 18 Hearing on Disclosure Statement ----------------------------------------------------- Judge Mildred Caban Flores will convene a hearing on approval of Apogee Group, LLC's Disclosure Statement on Jan. 18, 2023, at 9:00 AM to consider and rule upon the adequacy of the Disclosure Statement and the information contained therein, to consider objections to the Disclosure Statement, and such other matters as may properly come before the court. Objections to the form and content of the Disclosure Statement must be in writing and filed and served upon parties in interest at their address of record not less than 14 days prior to the hearing. About Apogee Group Apogee Group, LLC is primarily engaged in renting and leasing real estate properties. Apogee Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-02268) on August 2, 2022. The petition was signed by Elan P. Colen-Roger as managing member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Mildred Caban Flores presides over the case. The Law Offices of Hector Eduardo Pedrosa Luna serves as the Debtor's counsel. ARETE REHABILITATION: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Arete Rehabilitation, Inc. 26 Arlington St Amesbury, MA 01913-1704 Business Description: Arete specializes in providing physical, occupational & speech therapy to older adults. Chapter 11 Petition Date: November 15, 2022 Court: United States Bankruptcy Court District of Massachusetts Case No.: 22-11661 Judge: Hon. Christopher J. Panos Debtor's Counsel: William J. Amann, Esq. AMANN BURNETT PLLC 757 Chestnut St Manchester, NH 03104-3011 Tel: (603) 696-5401 Email: wamann@amburlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Janet L. Mahoney, president, CEO and authorized party. 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/K7JWYSA/Arete_Rehabilitation_Inc__mabke-22-11661__0001.0.pdf?mcid=tGE4TAMA ASM GLOBAL: S&P Upgrades ICR to 'B' on Recovery in Live Events -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on ASM Global Parent Inc. to 'B' from 'B-'. S&P also raised its issue-level rating on the company's first-lien credit facility to 'B+' from 'B'. S&P's '2' recovery rating is unchanged. S&P said, "The stable outlook reflects our expectation that ASM will sustain leverage below 7.5x through 2023 following a recovery in the number of events held and the quality of attendance per event. The outlook also incorporates our expectation that ASM will begin to generate positive free operating cash flow in the second half of 2022 and in 2023. "The upgrade to 'B' reflects our forecast that ASM will report net adjusted leverage of about 6.5x in 2022 and it will maintain leverage below our 7.5x downgrade threshold at the 'B' rating level, incorporating a modest pullback in demand for live events, such as concerts and theater shows and reduced on site spending in 2023. We expect the number of events held at ASM Global's arenas, stadiums, and theaters (AST) will remain elevated compared with 2019 through 2023. While we believe the majority of events that had been postponed or rescheduled throughout the COVID-19 pandemic have been held, the company continues to benefit from increased supply from artists that have yet to tour since 2019 and 2020. We believe the number of AST events in 2023 could increase approximately 10%-15% compared with 2019, primarily driven by elevated concert activity. The outsized number of events will help buffer the impact from possible weaker on-site spending and an assumed decline in ticket prices, though we expect ticket prices to remain well above 2019 levels. Additionally, we expect the company to benefit from a recovery in the company's convention center business, which continues to lag as recovery in business travel has been slower and because of a concentration in international markets including the U.K., Europe, and APAC. "We expect total revenue growth in 2023 of 5%-10%, resulting in revenue that is approximately 10% above 2019 pro forma for the AEG-SMG merger, which closed before the pandemic in January 2020. While we expect 2022 EBITDA margin to recover to the 24%-25% area on an S&P Global Ratings-adjusted basis, we forecast EBITDA margin to contract in 2023 by approximately 100 basis points (bps). We expect the cost of labor to remain elevated compared with prepandemic levels and that energy costs in Europe, where ASM generated approximately 35% of its revenue, will modestly impact margins in the next year. Additionally, weaker revenues via its high-margin managed service contracts will continue affecting the company because of less incentive fee revenue, which has been slower to recover following the pandemic. The company's convention center business is almost entirely managed accounts and we expect the level of attendance at conventions could continue to suffer as businesses tighten travel budgets. Managed service accounts represented 16% of ASM revenues prepandemic while generating approximately 47% of its EBITDA. Nevertheless, we expect EBITDA margins to remain in line with prepandemic levels over the next 12 months, benefiting from cost initiatives put in place during the pandemic and long-term contracts with its customers. "Incorporating these assumptions, we expect ASM to reduce and maintain leverage in the mid-6x area through 2023. Incremental deleveraging could occur as the company repays its revolving term loans. ASM repaid approximately $25 million of revolving loans in the first half of the year using cash on hand. We expect the company to continue to repay its RCF with free cash flow through 2023. As of the second quarter, the company had repaid approximately $25 million of outstanding revolving loans. We expect leverage could improve by an additional .5x in 2023. "We expect a greater percentage of revenue from ASM's profit and loss (P&L) segment to result in marginally higher volatility in the intermediate term.ASM's contracts typically take two forms: managed accounts (representing about 47% of 2019 EBITDA), under which ASM assumes limited risk and receives a fixed fee plus incentives; and P&L accounts (about 53% of 2019 EBITDA), under which ASM bears the risk and reward of leasing and operating the facilities. The company's significant earnings volatility over the course of the pandemic was driven by its P&L accounts, which have grown to encompass a greater percentage of revenue and EBITDA because of the disparate recoveries of its two segments. Leisure activities such as concerts and theater performances within the company's AST business have recovered faster than that of convention center activity as businesses have been slower to increase travel budgets. The company's arena and stadium events are also benefitting from better pricing and a larger number of events compared to 2019. We expect the mix shift toward relatively more volatile P&L accounts to remain over the next couple of years as the incentive fee component of managed accounts is negatively impacted by the number of events and attendance at conventions which continue to trail leisure-related activities and result in less incentive fees within those managed servicfe contracts. We expect managed service contracts within international markets to be impacted into 2024 while most U.S. contracts could fully recover next year. Strength within its P&L accounts has recently been sufficient to offset a lack of incentive fees, however we believe its P&L accounts are most vulnerable to a downturn in economic activity in 2023. The company's P&L segment carries a meaningly lower margin than that of its managed services contracts. In the event of a more severe pullback in discretionary spending and weaker attendance at events across its portfolio we expect the company to exhibit greater earnings volatility. "Nonetheless, the company's revenue model has demonstrated resilience over past economic cycles, and we attribute this to the essential nature of the services that ASM provides to its venue owners. ASM's competitive advantage also stems from the barriers to entry in the municipal request-for-proposal process, which relies heavily on bidder expertise, familiarity with the municipality based on prior ancillary contract relationships, and the quality of the bidder's customer portfolio. We understand that a significant portion of the company's EBITDA, around 20%-30%, is contracted out through 2024. Additionally, ASM has demonstrated a 92% contract renewal rate over the past five years. Though the company is vulnerable to the risk that it may be unable to renew one or more of its most lucrative contracts. The company's top 10 venues account for approximately 35% of its EBITDA representing significant renewal risk, though we believe this risk is tempered by the long average remaining life of its current contract base, its high historical success rate in renewing contracts, and the high switching costs that discourage venue owners from changing management. "The industry is susceptible to a downturn if consumer discretionary spending decreases. Despite the increased resilience provided by its diversity, ASM could still be vulnerable to an economic downturn, particularly if U.S. discretionary leisure or business spending slows. However, we believe elevated event activity could buffer the company's operating performance against a recession in 2023. In September, S&P Global economists downwardly revised our base-case forecast for U.S. GDP and consumer discretionary spending in 2022 and 2023. We forecast the U.S. economy will fall into a shallow recession beginning in the first half of 2023, with recent indicators showing cracks in the foundation as the U.S. economy heads into 2023, as rising prices and interest rates eat away at household purchasing power. We believe ASM could be somewhat insulated from declines in discretionary spending in 2023 because of a higher number of events expected over at least the next 12 months and a recovery in its high margin managed service segment. Additionally, we believe demand for events will remain more resilient over the course of a recession than in the past because of a shift back toward services as compared to spending on consumer goods during the pandemic as well as a modest recovery in convention center events as business move toward normalized event calendars. "The stable outlook reflects our expectation that ASM will sustain leverage below 7.5x through 2023 following a recovery in the number of events held and the quality of attendance per event. The outlook also incorporates our expectation that ASM will begin to generate positive free operating cash flow in the second half of 2022 and in 2023. "We could lower the rating on ASM if a presumed shallow recession in the U.S. and Europe is more severe than we currently forecast and causes steep declines in consumer discretionary spending, a stalled recovery in convention center activity, and if inflationary cost pressures persist through 2023. In this scenario we expect leverage could increase and remain above 7.5x until a material improvement in the economy. "We could raise the rating on ASM if we expect leverage will remain below 6x, incorporating an expectation of some economic and business volatility over the cycle. This would likely result from a continued recovery in the company's live events and convention business and elevated ancillary spending. In addition, higher ratings would probably incorporate some level of continued debt repayment, reducing its S&P Global Ratings-adjusted leverage below our upgrade threshold." ESG credit indicators: E-2, S-3, G-3 S&P said, "Social factors are now a moderately negative consideration in our credit rating analysis of ASM. The pandemic caused substantial health and safety challenges due to social distancing measures as the cessation and delay of live events resulted in negligible revenues and negative cash flows since through 2021. However, the company's operating performance has sequentially improved since the fourth quarter of 2021 and as of the second quarter of 2022 has generated EBITDA that is in line with 2019 levels. Governance factors are a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects generally finite holding periods and a focus on maximizing shareholder returns." ASPIRA WOMEN'S: Reports $4.6 Million Net Loss for Third Quarter --------------------------------------------------------------- Aspira Women's Health Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.56 million on $2.07 million of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $9.71 million on $1.67 million of total revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $22.07 million on $6.03 million of total revenue compared to a net loss of $22.70 million on $4.96 million of total revenue for the same period in 2021. As of Sept. 30, 2022, the Company had $23.94 million in total assets, $12.76 million in total liabilities, and $11.18 million in total stockholders' equity. As of Sept. 30, 2022, Aspira had $20.8 million in cash and short-term investments. Aspira raised $9 million gross proceeds in a public offering during the third quarter of 2022. Aspira utilized $8.1 million in operating activities during the third quarter of 2022, compared to $6.4 million in the second quarter of 2022 and $8.0 million for the third quarter of 2021. The third quarter cash utilization includes one-time payments for the Sponsored Research Agreement and other EndoCheck development activities and nonrecurring severance payments. The Company has incurred significant net losses and negative cash flows from operations since inception and the Company also expects to continue to incur a net loss and negative cash flows from operations for 2022. Aspira Women's said, "There can be no assurance that the Company will achieve or sustain profitability or positive cash flow from operations. Given the above conditions, there is substantial doubt about the Company's ability to continue as a going concern. "The Company expects to raise capital through sources that may include public or private equity offerings, debt financings, the exercise of common stock warrants, collaborations, licensing arrangements, grants and government funding and strategic alliances. However, additional funding may not be available when needed or on terms acceptable to the Company. If the Company is unable to obtain additional capital, it may not be able to continue sales and marketing, research and development, or other operations on the scope or scale of current activity, and that could have a material adverse effect on the Company's business, results of operations and financial condition." Management Commentary "This quarter was about sustained execution across our strategic priorities for growth, innovation, and operational excellence," said Nicole Sandford, president and chief executive officer of Aspira. "Following the successful reorganization of our sales and marketing organization in the first quarter, we continued to see year-over-year growth in Ova1Plus volume. We increased volume this quarter despite a $1 million reduction in sales and marketing expenses compared to the same period of 2021, demonstrating significant gains in sales efficiency." Ms. Sandford continued, "On the innovation side, we reiterate our intention to launch OvaWatchTM in the fourth quarter of 2022. This will be a significant expansion of our ovarian cancer portfolio that is now branded as OvaSuite. With a negative predictive value of 99%, this lab developed test will offer healthcare providers a powerful tool in the initial clinical assessment of all women with adnexal masses. This launch, combined with the acceleration of our research and development related to a non-invasive test for endometriosis, demonstrates our leadership in the innovation of diagnostic technologies for gynecological diseases." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/926617/000092661722000058/awh-20220930x10q.htm About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is transforming women's health with the discovery, development and commercialization of innovative testing options and bio-analytical solutions that help physicians assess risk, optimize patient management and improve gynecologic health outcomes for women. OVA1 plus combines its FDA-cleared products OVA1 and OVERA to detect risk of ovarian malignancy in women with adnexal masses. ASPiRA GenetiXSM testing offers both targeted and comprehensive genetic testing options with a gynecologic focus. With over 10 years of expertise in ovarian cancer risk assessment ASPIRA has expertise in cutting-edge research to inform its next generation of products. Its focus is on delivering products that allow healthcare providers to stratify risk, facilitate early detection and optimize treatment plans. Aspira Women's reported a net loss of $31.66 million for the year ended Dec. 31, 2021, a net loss of $17.91 million for the year ended Dec. 31, 2020, a net loss of $15.24 million for the year ended Dec. 31, 2019, and a net loss of $11.37 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $24.02 million in total assets, $9.89 million in total liabilities, and $14.12 million in total stockholders' equity. ATLANTIC WEST: Seeks to Hire the Orantes Law Firm as Legal Counsel ------------------------------------------------------------------ Atlantic West One, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Orantes Law Firm, PC as its legal counsel. The firm will render these services: (a) bring forward a plan of reorganization and provide the Debtor general services; (b) advise the Debtor regarding bankruptcy law matters; (c) represent the Debtor in any proceedings or hearings in the bankruptcy court; (d) conduct examinations of witnesses, claimants or adverse parties and prepare legal papers; (e) advise the Debtor concerning the requirements of the bankruptcy court and applicable rules as the same affect the Debtor in these proceedings; (f) assist the Debtor in the negotiation, formulation, confirmation, and implementation of a Chapter 11 plan; and (g) take such other action and perform such other services as the Debtor may require in connection with this Chapter 11 case. On Oct. 10, the firm received a retainer in the amount of $18,262 plus the $1,738 filing fee from the Debtor. The firm's counsel and staff will be billed as follows: Giovanni Orantes, Esq. $695 Associates $250 - $695 Paralegals $160 Giovanni Orantes, Esq, an attorney at the Orantes 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: Giovanni Orantes, Esq. The Orantes Law Firm, PC 3435 Wilshire Blvd., Suite 2920 Los Angeles, CA 90010 Telephone: (213) 389-4362 Facsimile: (877) 789-5776 Email: go@gobklaw.com About Atlantic West One Atlantic West One, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-15535) on Oct. 11, 2022. In the petition signed by its chief executive officer, Mike Lavi, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Julia W. Brand oversees the case. Giovanni Orantes, Esq., at the Orantes Law Firm, A.P.C., is the Debtor's counsel. BED BATH & BEYOND: Signs Exchange Agreement With Noteholder ----------------------------------------------------------- Bed Bath & Beyond Inc. said it has entered into a privately negotiated exchange agreement with an existing holder of its 4.915% Senior Notes due 2034 and 5.165% Senior Notes due 2044. The existing holder owns approximately $9.5 million aggregate principal amount of 2034 notes and $22.0 million aggregate principal amount of 2044 notes. Pursuant to the exchange agreement, Bed Bath & Beyond will issue an aggregate of approximately 2.8 million shares of common stock to the existing holder, consisting of the issuance of (a) 1.8 million shares in exchange for the exchange notes, (b) 0.1 million shares in satisfaction of accrued and unpaid interest on the exchange notes, and (c) 0.9 million shares in exchange for a cash payment from the existing holder of $3.5 million. Following the closing of the transaction, the exchange notes will be cancelled and no longer outstanding. The proceeds of the private placement of common stock will be used for general corporate purposes. This transaction is exempt from registration under Section 4(a)(2) and Rule 506(c) under the Securities Act of 1933. The Company relied on these exemptions from registration based in part on the nature of the transaction and the various representations made by the parties thereto. About Bed Bath & Beyond Bed Bath & Beyond Inc. and subsidiaries is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had $4.66 billion in total assets, $5.24 billion in total liabilities, and a total shareholders' deficit of $577.65 million. * * * As reported by the TCR on Oct. 20, 2022, S&P Global Ratings lowered its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'CC' from 'CCC'. This action follows the Company's announcement of exchange offers for its outstanding unsecured notes due 2024, 2034, and 2044. S&P views the proposed exchanges as distressed. Also in October 2022, Moody's Investors Service downgraded Bed Bath & Beyond Inc.'s corporate family rating to Ca from Caa2. "The downgrades reflects governance considerations which include the company's announcement that it may pursue liability transactions which Moody's would likely view as a distressed exchange to address its $284 million of senior unsecured notes due in August 2024 in light of the continuing pressures on Bed Bath's operations and credit metrics," said Christina Boni, Moody's senior vice president. BED BATH: S&P Downgrades ICR to 'SD' on Distressed Exchange ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'SD' (selective default) from 'CC' and lowered the issue-level ratings on the 2024, 2034, and 2044 notes to 'D' from 'CC'. BBBY has announced privately negotiated exchanges of over $150 million par value of its senior unsecured notes for the company's common stock. S&P views the exchange as distressed and not opportunistic. The company has announced multiple privately negotiated exchanges of its senior unsecured notes for common stock valued significantly below the principal value of its notes. This follows its earlier offer to exchange its notes for a combination of second- and third-lien notes at par values far less than the original notes. In aggregate, the company's privately negotiated transactions thus far have allowed it to eliminate: -- $69 million of 3.749% unsecured notes due 2024; -- $15.3 million of 4.915% unsecured notes due 2034; and -- $70.2 million of 5.165% unsecured notes due 2044. In exchange, the company has issued about 13.6 million shares of its common stock, worth approximately $53.7 million based on its share price as of the close of business on Friday, Nov. 11. Concurrent with one of its privately negotiated exchanges, the company also raised $3.5 million of cash through the private placement of 0.9 million shares of its common stock. S&P said, "We anticipate more distressed debt exchanges will be announced in the coming days and we continue to believe BBBY's turnaround prospects remain dim. We expect the company will announce more exchanges of its debt through last month's public exchange offer. The exchanges should alleviate some of its debt burden, including its interest expense and upcoming 2024 maturity. However, we believe BBBY's ability to generate positive cash flow is highly uncertain. Therefore, completion of its proposed debt exchange would only marginally improve its credit profile. We expect to raise our issuer credit rating on the company to the 'CCC' category shortly after the completion of its debt exchange program." ESG credit indicators: E-2, S-2, G-5 BIOLASE INC: Posts $8.4 Million Net Loss in Third Quarter --------------------------------------------------------- Biolase, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $8.38 million on $12.01 million of net revenue for the three months ended Sept. 30, 2022, compared to a net loss of $3.27 million on $9.53 million of net revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $18.77 million on $34.41 million of net revenue compared to a net loss of $10.88 million on $26.78 million of net revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $42.86 million in total assets, $29.01 million in total liabilities, and $13.86 million in total stockholders' equity. The Company incurred losses from operations and used cash in operating activities for the three and nine months ended Sept. 30, 2022 and for the years ended Dec. 31, 2021, 2020, and 2019. The Company said its recurring losses, level of cash used in operations, and potential need for additional capital, along with uncertainties surrounding the Company's ability to raise additional capital, raise substantial doubt about the Company's ability to continue as a going concern. Management Commentary "I am pleased to report continued increasing demand for our industry leading lasers, which is being driven by the execution of our growth strategy," commented John Beaver, president, and chief executive officer. "Our total revenue increased 26% year over year, with U.S. laser sales increasing 35% year over year and U.S. consumable sales growing 22% year over year. Our strong performance reflects continued positive momentum from our Waterlase Exclusive Trial Program, as our success rate remained at over 50% year to date. This initiative, along with the extra emphasis on education and training for endodontists, periodontists, pediatric dentists, and dental hygienists, generated increased adoption of our laser technology in the U.S. this quarter with over 90% of our U.S. Waterlase sales coming from new customers and approximately 40% of U.S. Waterlase sales coming from dental specialists. "With less than 10% of the U.S. dental community currently using dental lasers, we are confident that we can leverage the enhanced capabilities of our product to drive further adoption and become the new standard of care. With every one percentage point increase in market adoption of laser technology in the U.S. alone, we estimate it will generate an additional $50.0 million in revenue for BIOLASE, assuming we maintain our current 60% market share. With the continued success of our sales initiatives, we believe we are well positioned for continued revenue growth in 2022 and beyond." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/811240/000095017022024532/biol-20220930.htm About Biolase BIOLASE, Inc. -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. BIOLASE's proprietary laser products incorporate approximately 302 patented and 28 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $16.16 million for the year ended Dec. 31, 2021, a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $50.85 million in total assets, $29.24 million in total liabilities, and $21.62 million in total stockholders' equity. BLINK CHARGING: Posts $25.7 Million Net Loss in Third Quarter ------------------------------------------------------------- Blink Charging Co. has filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission disclosing a net loss of $25.65 million on $17.25 million of total revenues for the three months ended Sept. 30, 2022, compared to a net loss of $15.32 million on $6.40 million of total revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $63.41 million on $38.53 million of total revenues compared to a net loss of $36.14 million on $12.99 million of total revenues for the same period during the prior year. As of Sept. 30, 2022, the Company had $360.92 million in total assets, $91.43 million in total liabilities, and $269.49 million in total stockholders' equity. Blink Charging stated, "We have not yet achieved profitability and expect to continue to incur cash outflows from operations. It is expected that our operating expenses will continue to increase and, as a result, we will eventually need to generate significant product revenues to achieve profitability. Historically, we have been able to raise funds to support our business operations, although there can be no assurance that we will be successful in raising significant additional funds in the future. We expect that our cash on hand will fund our operations for at least 12 months from the issuance date of the financial statements included in this quarterly report. "Since inception, our operations have primarily been funded through proceeds received in equity and debt financings. We believe we have access to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might raise will enable us to complete our development initiatives or attain profitable operations." Management Commentary "We are seeing tremendous growth in our business, both organically and related to our recent strategic acquisitions, as we execute on our model to deploy Blink chargers in high density and high traffic locations around the world," commented Michael D. Farkas, chairman and chief executive officer of Blink Charging. "To support our growing base of customers globally we are very excited to have recently launched our entirely redesigned Blink Network, featuring market-leading architecture and the responsiveness and flexibility to grow with us as we expand. With the capability of serving a broad range of EV equipment, in a wide variety of countries, languages, and currencies, we anticipate that our all-new network will serve as a user-friendly roadmap to match our customers with the most reliable charging solutions to meet their needs today, tomorrow and into the future. Simply put, Blink is providing a globally seamless EV charging experience that can lead the industry into the next generation of EV ownership. "With our unique business model, which incorporates our next-level software technology with reliable, durable hardware offerings, we are mindful of ensuring that we are producing enough chargers to meet the exponentially growing demand. We are also focused on ensuring that we're positioned to efficiently manage the supply chain and aggressively compete for a share of the $7.5 billion in government funding that has been earmarked for EV infrastructure build-out. When we acquired SemaConnect, we added U.S. manufacturing capabilities via their facility in Bowie, Maryland, and we recently announced our intent to increase our U.S. production by adding a new facility to produce Buy America compliant Level 2 (L2) and Direct Current (DCFC) chargers. As we expand our in-house production capacity, we expect continued improvement in our gross profit. Additionally, we have strategically invested in our inventory to ensure that we are able to satisfy increasing customer demand for our products, while others are struggling to find materials. Blink offers products across the entire EV ecosystem including home, fleet, multifamily, retail locations, and public DC fast charging. With our goal of increasing the capacity of our Bowie plant from 10,000 units today to 50,000 units by 2024, combined with the addition of a new facility, we believe we can increase our future U.S. charger production up to 100,000 chargers per year." Mr. Farkas concluded, "Blink is unique in our industry, because we are the only fully vertically integrated EV charging provider in the U.S. and with that flexibility, we're able to tailor our offerings to meet our customers’ needs. While our competitors typically offer products or charging services, Blink designs, manufactures and deploys equipment, offers a recently fully redesigned charging network and provides business models that best serve our customers. We have a solution for every type of location from the hardware perspective and deployment methodology. For example, if a property owner simply wants equipment, we'll certainly do that, however, we prefer the value-added structure provided by our owner-operator model, creating a long-term recurring revenue model for our business. With our redesigned high-tech network, portfolio of equipment offerings, flexible ownership models and strong reputation in the marketplace, we believe we are well positioned to continue to expand our global leadership role in the EV charging industry." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1429764/000149315222031127/form10-q.htm About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is an owner and operator of electric vehicle (EV) charging equipment and has deployed over 58,000 charging ports across 25 countries, many of which are networked EV charging stations, enabling EV drivers to easily charge at any of Blink's charging locations worldwide. Blink's principal line of products and services includes the Blink EV charging network, EV charging equipment, EV charging services, and the products and services of recent acquisitions, including SemaConnect, Blue Corner and BlueLA. Blink Charging reported a net loss of $55.12 million for the year ended Dec. 31, 2021, a net loss of $17.85 million for the year ended Dec. 31, 2020, a net loss of $9.65 million for the year ended Dec. 31, 2019, and a net loss of $3.42 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $383.51 million in total assets, $90.92 million in total liabilities, and $292.59 million in total stockholders' equity. BURNS ASSET: Creditors to be Paid in Full in Plan ------------------------------------------------- Burns Asset Management, Inc., submitted a First Plan of Reorganization and a corresponding Disclosure Statement. Under the Debtor's proposed Plan, there is a full payment of the value of the allowed secured debt, priority unsecured debt, as well as full payment to unsecured debts. The Debtor is unaware of the existence of any unsecured debts. The Plan provides that priority unsecured creditors, excluding tax claims, will receive 100% of their allowed claims, on the Effective Date. However, the Debtor is not aware of any creditors in this class. The Debtor's four properties are encumbered by five disputed liens. Each lien is addressed by Classes 2 through 6 of the Plan. The Plan provides that if the lien holders fail to prove their claim, then the lien shall be stripped for the benefit of allowed claims. If the lien holders prove their claims, the allowed claim shall be amortized with interest over 30 years at 6% and each class will be subject to a 10-year call. This formula will keep the monthly allowance for the claims low but provide the lenders with a timely balloon payment of their claim. Based on the outcome of the case, the Debtor projects that it will be more solvent and cash positive to provide for these balloon payments through conventional refinancing. The Plan calls for all priority unsecured claims to be paid in full with interest at the statutory rate within 5 years of the Petition Date in equal quarterly payments. The Plan calls for unsecured claims to be paid in full over 5 years of the Effective Date. Administrative claims shall be paid in full on the Effective Date. The only known administrative claims at this time are attorney's fees. Attorney for the Debtor: J.M. Cook, Esq. J.M. Cook, P.A. 5886 Faringdon Place, Suite 100 Raleigh, NC 27609 Tel: (919) 675-2411 Fax: (919) 882-1719 E-mail: J.M.Cook@jmcookesq.com A copy of the Disclosure Statement dated Nov. 2, 2022, is available at https://bit.ly/3fwHX5t from PacerMonitor.com. About Burns Asset Management Burns Asset Management, which owns certain properties, first filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-03888) on Dec. 14, 2020. The court entered an order confirming its Chapter 11 plan in September 2021. The Debtor subsequently missed monthly payments to secured creditor Deutsche Bank National Trust Company. In July 2022, the Debtor consented to the U.S. Trustee's motion for dismissal of the case. Burns Asset Management sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-01721) on Aug. 5, 2022, listing as much as $1 million in both assets and liabilities. James Burns, president of Burns Asset Management, signed the petition. Judge Joseph N. Callaway oversees the case. J.M. Cook, Esq., at J.M. Cook, P.A. is the Debtor's legal counsel. BW GAS: Moody's Lowers CFR to B2 & Alters Outlook to Negative ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of BW Gas & Convenience Holdings, LLC ("BW Gas & Convenience") including its corporate family rating to B2 from B1, probability of default rating to B3-PD from B2-PD and its senior secured bank credit facility rating to B2 from B1. The rating outlook was changed to negative from stable. The downgrade reflects Moody's forecast that BW Gas & Convenience's debt/EBITDA will exceed its downgrade factor of above 5.0x through the end of 2023 as a result of governance considerations, most notably aggressive financial strategies including higher than expected debt levels and lower than expected liquidity. The company used its revolver to fund growth capex resulting in debt/EBITDA remaining elevated at 6.2x for the trailing 12 months ending June 30, 2022. Moody's forecasts leverage improving to below 6.0x over the next 12-18 months based on the company's continued solid operating performance as well as the incremental contribution to earnings as result of the 2022 capital spending on new locations and raze and rebuilds. However, Moody's expects credit metrics will be maintained at levels appropriate for the B2 rating level as the company's financial strategies prioritize rapid growth over debt repayment. The negative outlook reflects BW Gas & Convenience's weakened liquidity that is solely reliant on cash balances as a result of the very high level of borrowings under its $125 million revolving credit facility that were used to finance its 2022 capital spending. Downgrades: Issuer: BW Gas & Convenience Holdings, LLC Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: BW Gas & Convenience Holdings, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE BW Gas & Convenience's B2 CFR is constrained by its small scale in terms of number of stores and absolute levels of EBITDA. With just over 400 stores, the company is one of the smaller rated convenience stores. The company's small size and concentration in Texas, New Mexico and Oklahoma exposes it to regional economic swings. The rating also considers BW Gas & Convenience's weakened but still adequate liquidity following the heavy use of its revolver to fund its 2022 project spending which has left the company solely reliant on its cash balances for its liquidity. It has also resulted leverage remaining higher than Moody's expectations. The rating also reflects governance considerations related to BW Gas & Convenience's private equity ownership. The company's credit profile benefits from its position in the stable convenience store industry, its good merchandise gross profit margins, good mix shift toward higher margin diesel sales resulting in higher cents per gallon margin on its overall fuel sales relative to the industry. BW Gas & Convenience's gross profit mix of merchandise (58%) vs fuel sales (42%) provides stability from volatile fuel pricing and is expected to improve gross profit margins. The company also benefits from owning a significant portion of its stores and related real estate. BW Gas & Convenience has adequate liquidity which has been hampered by high project spending funded by revolver draws and cash. As of September 30, 2022, the company had approximately $30 million of cash and no availability under its $125 million revolver expiring in 2026. The credit agreement contains a springing total net leverage financial maintenance covenant (as defined) of 5.0x that is tested if there is 25% drawn. Moody's expect the covenant will continue to be tested, however, there will be adequate cushion over the next 12 to 18 months. The company also owns a significant portion of its convenience store real estate portfolio providing them with a material source of alternate liquidity. Moody's has revised BW Gas & Convenience's Credit Impact Score to a CIS-5 from a CIS-4 and its governance issuer profile score to a G-5 from a G-4 reflecting that its financial strategies have had a very highly negative impact on the company's liquidity and have resulted in increased debt levels and leverage remaining high. BW Gas & Convenience continues to face a highly negative exposure to environmental risks mainly related to carbon transition as about 40% of its earnings are generated from the sale of fuel. BW Gas & Convenience also continues to face highly negative exposure to social risks mainly driven by increasing demographic & societal pressures which may impact future fuel demand. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The outlook could be revised to stable should the company improve its liquidity. Given the negative outlook, an upgrade is unlikely, however, ratings could be upgraded if the company's debt/EBITDA was maintained below 5.0x and EBIT/interest expense above 2.0x. An upgrade would also require good liquidity including ample availability on its revolver and the expectation that project spending would be funded through operating cash flow. The ratings could be downgraded if liquidity does not improve in the near-term. The ratings could also be downgraded if debt/EBITDA was maintained above 6.5x or EBIT/interest was sustained below 1.25x. Fort Worth, Texas-based BW Gas & Convenience Holdings, LLC, through its operating subsidiaries, operates just over 400 convenience stores in 9 states primarily in the Midwest and southern US under the Yesway and Allsup's banners. It is privately owned by Brookwood Financial Partners, LLC. Revenue for the fiscal year ended June 30, 2022, approximated $2.05 billion. The principal methodology used in these ratings was Retail published in November 2021. CADIZ INC: Expects to Raise $10 Million From Direct Placement ------------------------------------------------------------- Cadiz Inc. said it has entered into a securities purchase agreement for a registered direct offering of 5 million shares of common stock for total proceeds of $10 million. The Company's largest equity shareholder Heerema International Group Services SA, a leading international offshore sustainable energy solutions company, anchored the Offering with an investment of $3.6 million. Funds managed by Odey Asset Management and California-based American Assets Capital Advisers also participated. Following the Offering, Heerema IGS will continue to beneficially own approximately 35.4% of the Company's outstanding common stock "We're proud to have the backing of our largest investors at this critical time in the company's history," said Susan Kennedy, executive chair of the Cadiz Board of Directors. "This investment will enable Cadiz to accelerate development of water conservation and supply projects to meet significantly increased demand for safe, affordable water in California and the West." The Company intends to utilize net cash proceeds from the Offering for capital expenditures to accelerate development of the Cadiz Water Conservation and Storage Project and to scale deployment of the recently acquired water filtration systems from ATEC Systems, as previously announced in the third quarter. Last month, the Company accelerated planned infrastructure investments to expand wellfield capacity to 36,000 acre-feet per year. This wellfield expansion will allow the company to operate the Northern Pipeline at maximum capacity (25,000 AFY) immediately upon putting the pipeline into service while continuing to support current operations. In November 2022, Cadiz completed its asset acquisition from ATEC, a privately held water filtration technology company. The acquisition from ATEC will enable Cadiz to assist water agencies, community water systems and project partners in increasing water supplies from contaminated groundwater sources. In addition to infrastructure investments to expand wellfield capacity, net cash proceeds from this offering are intended to be used to scale deployment of ATEC's systems beginning in first quarter of 2023 and for working capital as needed. The Offering was expected to close on Nov. 14, 2022, subject to customary closing conditions. Since this Offering is being made without an underwriter or a placement agent, the Company will not be paying any underwriting discounts or commissions in connection with the Offering. The Offering is made pursuant to a shelf registration statement (File No. 333-257159) that was previously filed with the U.S. Securities and Exchange Commission and declared effective by the SEC on June 25, 2021. A prospectus supplement, which contains additional information relating to the Offering, will be filed with the SEC and will be available on the SEC's website at www.sec.gov. About Cadiz Inc. Founded in 1983 and headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com-- is a natural resources development company dedicated to creating sustainable water and agricultural opportunities in California. The Company owns 70 square miles of property with significant water resources in Southern California and are the largest agricultural operation in San Bernardino, California, where we have sustainably farmed since the 1980s. The Company is also partnering with public water agencies to implement the Cadiz Water Project, which was named a Top 10 Infrastructure Project that over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz reported a net loss and comprehensive loss of $31.25 million for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $37.82 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss applicable to common stock of $29.53 million for the year ended Dec. 31, 2019, and a net loss and comprehensive loss of $26.27 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $119.74 million in total assets, $74.13 million in total liabilities, and $45.61 million in total stockholders' equity. CANADIAN RANCH: McIntosh County Ranch Up for Auction on December 12 ------------------------------------------------------------------- Gregory S. Milligan as Chapter 11 Trustee for Canadian River Ranch, LLC, and Daryl Greg Smith and Canadian River Ranch LLC have retained Keen-Summit Capital Partners LLC and Land Doctors Inc., and Ranch Masters as Real Estate Brokers for the Trustee. Brokers will have the sole and exclusive authority to represent the Debtors, on an exclusive right to sell basis, in the negotiation of transactions. The property up for sale is known as the Canadian River Ranch, which consists of over 11,400 acres in total and will be sold in whole or in parts pursuant to a bankruptcy court approved process. To the extent that one or more timely and acceptable Qualified Bid(s) is received, an auction on Dec. 12, 2022, at 10:00 a.m., Via WeBex at https://us- courts.webex.com/meet/King. The sale hearing will be held on Dec. 12, 2022 at 10:00 a.m. If no other Qualified Bids are received, the Trustee, in his sole discretion, may request the Court set a sale hearing at any time following the expiration of the bid deadline of Dec. 5, 2022. Any and all objections, if any, to any sale transaction, including objections to the auction and the selection of any successful Bidder(s), must be filed by 5:00 p.m. (prevailing Central Time) on Dec. 9, 2022, and be served on (i) the Office of the United States Trustee for the Western District of Texas and (ii) counsel to the Trustee, Waller Lansden Dortch & Davis, LLP, Morris D. Weiss, 100 Congress Avenue, 18th Floor, Austin, Texas 78701, morris.weiss@wallerlaw.com. According to court documents, the Trustee has entered into a sales contract with David Parker and Keeley Parker ("Stalking Horse Bidder") for the sale of the Property for a purchase price of $1,502,870. The Parker Contract provides: a) Purchase Price: $1,502,870 b) $150,287 deposit. c) Buyer Protections: 2.0% Break Up Fee; maximum $10,000 expense reimbursement d) Conditions: None. e) Closing: On or before Dec. 27, 2022. The Court has approved Parker as the Stalking Horse Bidder and the Parker Contract as the Stalking Horse Bid. Stalking horse offers are now being considered for this opportunity. For further information on the sale, contact Keen Summit or the Land Doctors: Land Doctors Attn: Kelly Hurt, Ph.D. 29848 Co. Rd., 1480 Allen, OK 74825 Tel: (580) 421-7512 Email: kelly@landdoctors.com -- or -- Keen-Summit Capital Partners LLC 1 Huntington Quadrangle, Suite 2C04 Melville, New York 11747 Tel: (646) 381-9222 Harold Bordwin Principal & Co-President Email: hbordwin@keen-summit.com Matt Bordwin Principal & Co-President Email: mbordwin@keen-summit.com Craig Fox Senior Managing Director Tel: (646) 381-9203 Email: cafox@keen-summit.com Heather Milazzo Managing Director Tel: (646) 381-9207 Tel: hmilazzo@keen-summit.com Andrew Winn Vice President Tel: (646) 381-9219 Email: awinn@keen-summit.com Counsel for Trustee: Waller Lansden Dortch & Davis LLP Morris D. Weiss 100 Congress Avenue, Suite 1800 Austin, Texas 78701 Tel: (512) 685-6400 Fax: (512) 685-6417 Email: morris.weiss@wallerlaw.com Order approving bid procedures for the sale of the Debtor's properties can be accessed at https://www.keen-summit.com/project/bankruptcy-sale-canadian-river-ranch-ok/ About Canadian River Ranch Canadian River Ranch, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-60163) on April 9, 2021. The case is jointly administered with the Chapter 11 case (Bankr. W.D. Texas Case No. 21-60162) filed by Daryl Smith, the Debtor's managing member. Judge Ronald B. King oversees the Debtor's case. At the time of the filing, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Munsch, Hardt, Kopf & Harr, P.C., is the Debtor's legal counsel. The U.S. Trustee for Region 6 on May 12 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case. CANO HEALTH: Widens Net Loss to $112 Million in Third Quarter ------------------------------------------------------------- Cano Health, Inc. has filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission disclosing a net loss of $112.01 million on $665.03 million of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $64.84 million on $498.93 million of total revenue for the three months ended Sept. 30, 2021. The third quarter 2022 net loss was unfavorably impacted by a $65.7 million fair value adjustment of warrant liabilities. "Cano Health delivered improved profitability while achieving steady organic growth," said Dr. Marlow Hernandez, chairman and chief executive officer at Cano Health. "While financial results were below our expectations due to lower revenue from new membership growth, existing membership performed in line with expectations. As these new members integrate into our care platform, we expect they will perform similarly to existing members in future periods. In response to our rapid growth and the higher cost of capital in the current economic environment, we are optimizing key areas of the business to leverage existing assets and prioritize cash flow. We are confident Cano Health's operating model will continue to deliver better health outcomes for our patients and sustainable long-term value creation for our shareholders." For the nine months ended Sept. 30, 2022, the Company reported a net loss of $126.66 million on $2.06 billion of total revenue compared to a net loss of $117.24 million on $1.11 billion of total revenue for the same period in 2021. As of Sept. 30, 2022, the Company had $2.19 billion in total assets, $1.41 billion in total liabilities, and $783.03 million in total stockholders' equity. Cano Health stated, "We have financed our operations principally through the Business Combination and debt securities and borrowings. As of September 30, 2022 and December 31, 2021, we had cash, cash equivalents and restricted cash of $24.1 million and $163.2 million, respectively. As of September 30, 2022 and December 31, 2021, borrowings under the revolving credit facility had an available balance of $120.0 million. Our cash, cash equivalents and restricted cash primarily consist of highly liquid investments in money market funds and cash. Since our inception, we have generated significant operating losses from our operations, as reflected in our accumulated deficit of $137.7 million as of September 30, 2022 and negative cash flows from operations. "We expect to generate operating losses and minimal cash flows from operations for the foreseeable future due to the investments we intend to continue to make in acquisitions, expansion of operations, and due to additional selling, general, and administrative costs we expect to incur in connection with operating as a public company. As a result, we may require additional capital resources to execute strategic initiatives to grow our business. "Since December 31, 2021, we did not raise any capital through debt financing. We completed seven acquisitions for total cash consideration of $5.0 million in the nine months ended September 30, 2022 and have deferred payments of $1.5 million and issued $39.3 million in equity. "Upon the completion of the Business Combination, Cano Health, Inc. became a party to the Tax Receivable Agreement ("TRA"). Under the terms of that agreement, Cano Health, Inc. generally will be required to pay to the Seller and to each other person from time to time that becomes a "TRA Party" under the Tax Receivable Agreement, 85% of the tax savings, if any, that Cano Health, Inc. is deemed to realize in certain circumstances as a result of certain tax attributes that exist following the Business Combination and that are created thereafter, including as a result of payments made under the Tax Receivable Agreement. "We believe that our cash, cash equivalents and restricted cash along with our expected cash generation through operations and revolving line of credit will be sufficient to fund our operating and capital needs for at least the next 12 months from the date of issuance of these unaudited condensed consolidated financial statements. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary because of, and our future capital requirements will depend on, many factors, including our growth rate, medical expenses, and the timing and extent of our expansion into new markets. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. In the event that additional capital is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, and financial condition would be adversely affected." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1800682/000180068222000039/cano-20220930.htm About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a technology-powered healthcare company delivering personalized, value-based primary care to its members. Cano Health reported a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. CANOPY GROWTH: Widens Net Loss to C$232 Million in Second Quarter ----------------------------------------------------------------- Canopy Growth Corporation has filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission disclosing a net loss of C$231.91 million on C$117.86 million of net revenue for the three months ended Sept. 30, 2022, compared to a net loss of C$16.33 million on $131.37 million of net revenue for the three months ended Sept. 30, 2021. The C$216 million increase in the net loss versus Q2 FY2022 was driven primarily by non-cash fair value changes and an increase in asset impairment and restructuring costs, partially offset by improved margins. For the six months ended Sept. 30, 2022, the Company reported a net loss of C$2.32 billion on C$227.98 million of net revenue compared to net income of C$373.62 million on C$267.58 million of net revenue for the same period in 2021. As of Sept. 30, 2022, the Company had C$3.40 billion in total assets, C$1.74 billion in total liabilities, C$35.90 million in redeemable noncontrolling interest, and a total shareholders' equity of C$1.63 billion. David Klein, chief executive officer of Canopy, commented, "Our second quarter marks a key inflection-point for Canopy, demonstrating momentum across our key businesses and accelerating our entry into the U.S. cannabis market through the creation of Canopy USA. Canopy is ideally positioned to capitalize on this once-in-a-generation opportunity and accelerate our path to North American cannabis market leadership." "We delivered solid sequential quarterly net revenue growth and improved margins, led by another record quarter for BioSteel, the stabilization of our Canadian cannabis business, and continued actions to reduce overall costs. We are pressing forward on our path to profitability in Canada and expect Canopy USA will meaningfully enhance our growth and profitability over time once it closes the announced acquisitions of Acreage, Jetty, and Wana," said Judy Hong, chief financial officer. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1737927/000095017022023921/cgc-20220930.htm About Canopy Growth Corporation Canopy Growth Corporation -- www.canopygrowth.com -- is a cannabis consumer packaged goods company which produces, distributes, and sells a diverse range of cannabis, hemp, and CPG products. Canopy reported a net loss of C$320.48 million for the year ended March 31, 2022, a net loss of C$1.67 billion for the year ended March 31, 2021, and a net loss of C$1.38 billion for the year ended March 31, 2020. * * * As reported by TCR on Nov. 4, 2022, S&P Global Ratings lowered its issuer credit rating on Canopy Growth Corp. to 'CC' from 'CCC'. The action follows the Company's announcement that on Oct. 25, 2022, it entered into agreements with certain lenders under its term loan credit facility to tender US$187.5 million par value of the US$750 million outstanding at a discounted price of US$930 per US$1,000 or equivalent to about US$174.4 million. S&P views the transaction as distressed and tantamount to a default. In July 2022, Fitch Ratings downgraded the Long-Term Issuer Default Ratings (IDR) for Canopy Growth and 11065220 Canada Inc. to 'RD' from 'C' on the completion of Canopy's exchange offer for a portion of the convertible notes due July 2023. CELSIUS NETWORK: Committee Taps Gornitzky & Co. as Israeli Counsel ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of Celsius Network LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Gornitzky & Co. as its Israeli counsel. The committee needs an Israeli counsel in connection with the sale of GK8 Ltd., an Israeli entity, and certain of its affiliates, and any other Israel-related matters related to the Chapter 11 cases. The hourly rates of the firm's counsel and staff are as follows: Partners $450 Senior Associates $350 Associates $300 Interns $100 In addition, the firm will seek reimbursement for expenses incurred. The firm also provided the following information pursuant to paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: The firm did not represent the committee prepetition. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: Because of the complex and time-sensitive nature of its representation, Gornitzky & Co. has been unable to prepare a prospective budget and staffing plan. To the extent that it can prepare such in the future, Gornitzky & Co. will do so. Amnon Biss, Esq., a partner at Gornitzky & Co., 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: Amnon Biss, Esq. Gornitzky & Co. Vitania Tel-Aviv Tower 20 Haharash St. Tel Aviv, Israel 6761310 Telephone: (972) 3-710-9191 Facsimile: (972) 3-560-6555 Email: office@gornitzky.com About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtor estimated assets and liabilities between $1 billion and $10 billion. Judge Martin Glenn oversees the cases. Kirkland & Ellis LLP is serving as legal counsel, Centerview Partners is serving as financial advisor, and Alvarez & Marsal is serving as restructuring advisor to Celsius. Stretto, the claims agent, maintains the page https://cases.stretto.com/celsius On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as blockchain forensics advisor; M3 Advisory Partners, LP as financial advisor; Perella Weinberg Partners, LP as investment banker; and Gornitzky & Co. as Israeli counsel. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CM RESORT: Court Approves MAR Living Trust Disclosure Statement --------------------------------------------------------------- The Bankruptcy Court has entered an order approving MAR Living Trust ("Plan Proponent")'s Fourth Amended Joint Disclosure Statement for Fourth Amended Joint Plan of Reorganization CM Resort, LLC, et al. The jointly administered debtors are CM Resort Management, LLC, Destination Development Community III, Ltd., Destination Development Partners, Inc., Specfac Group, LLC, Sundance Lodge, LLC, Sundance Residence Club, LLC, Sundance Partners, LLC, Sundance Residences, LLC, and Icarus Investments, Inc. A hearing on confirmation of the Fourth Amended Joint Plan of Reorganization will be held in-person and via WebEx Video Conference on December 13, 2022 at 9:30 a.m. before the Honorable Edward L. Morris, United States Bankruptcy Court, 501 W. 10th Street, Fort Worth, Texas 76102. Objections to the Confirmation of the Plan must be filed and served on counsel of record for the Plan Proponent no later than December 7, 2022. Ballots accepting or rejecting the Debtor's Plan of Reorganization must be submitted to counsel of record for the Plan Proponent. The deadline for receipt of the ballots is December 7, 2022. Ballots must be timely sent so that they are actually received by counsel for the Plan Proponent no later than December 7, 2022. The "Equity Auction" of the Debtors' new equity interests to be issued under the Plan (as defined in the Plan) will be held in-person only at the offices of the Chapter 11 trustee (Cavazos Hendricks Poirot, P.C., Suite 570, Founders Square, 900 Jackson Street, Dallas, TX 75202) on December 9, 2022 at 10:00 a.m. Any discovery prior to the hearing on confirmation of the Plan will take place according to the following schedule, unless otherwise agreed by the parties: * Deadline for submission of notices of deposition and written discovery: One week after entry of the Disclosure Statement Approval Order. * Deadline for responses or objections to notices of deposition and written discovery: Two weeks after service of notices of deposition and written discovery. * Deadline for completion of all discovery (i.e., depositions taken and responses served): December 6, 2022. * A hearing on any disputes regarding discovery shall be held on Dec. 1, 2022 at 2:30 p.m., without prejudice to parties seeking earlier relief if necessary. Attorneys for Mar Living Trust, Plan Proponent: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: joyce@joycelindauer.com About CM Resort Based in Gordon, Texas, CM Resort LLC, a single asset real estate, filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-43168) on Aug. 15, 2018. The case is jointly administered with the Chapter 11 cases filed by CM Resort Management LLC and nine other companies. Case No. 18-43168 is the lead case. In the petition signed by Mark Ruff, member and authorized agent, CM Resort estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Russell F. Nelms presides over the case. Gerrit M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C., is CM Resort's legal counsel. John Dee Spicer was appointed as Chapter 11 trustee. The trustee is represented by Cavazos Hendricks Poirot, P.C. COMPUTE NORTH: Committee Taps McDermott Will & Emery as Counsel --------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Compute North Holdings, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ McDermott Will & Emery, LLP as its counsel. The firm will render these services: (a) advise the committee with respect to its rights, powers, and duties in these Chapter 11 cases; (b) participate in in-person and telephonic meetings of the committee and subcommittees formed thereby, if any; (c) assist and advise the committee in its meetings and negotiations with the Debtors and other parties in interest regarding the Chapter 11 cases; (d) assist the committee in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests and bringing, or participating in, objections or estimation proceedings with respect to such claims and interests; (e) assist the committee in analyzing the Debtors' assets and liabilities; (f) assist the committee in its investigation of the acts, conduct, assets, liabilities, management and financial condition of the Debtors, the Debtors' historic and ongoing operations of their businesses, and the desirability of the continuation of any portion of those operations, and any other matters relevant to the Chapter 11 cases or to the formation of a plan; (g) assist the committee in its analysis of, and negotiations with the Debtors or any third party related to, financing, asset disposition transactions, and compromises of controversies, review and determine the Debtors' rights and obligations under leases and executory contracts, and assist, advise, and represent the committee in any manner relevant to the assumption and rejection of executory contracts and unexpired leases; (h) assist the committee in its analysis of, and negotiations with, the Debtors or any third party related to, the formulation, confirmation, and implementation of a Chapter 11 plan(s) and all documentation related thereto (including the disclosure statement); (i) assist, advise, and represent the committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services; (j) assist and advise the committee with respect to communications with the general creditor body regarding significant matters in the Chapter 11 cases; (k) respond to inquiries from individual creditors as to the status of, and developments in, the Chapter 11 cases; (l) represent the committee at hearings and other proceedings before the court and other courts or tribunals, as appropriate; (m) review and analyze complaints, motions, applications, orders, and other pleadings filed with the court, and advise the committee with respect to formulating positions with respect, and filing responses, thereto; (n) assist the committee in its review and analysis of, and negotiations with the Debtors and their non-Debtor affiliates related to, intercompany claims and transactions; (o) review and analyze third party analyses and reports prepared in connection with the Debtors' potential claims and causes of action, advise the committee with respect to formulating positions thereon, and perform such other diligence and independent analysis as may be requested by the committee; (p) advise the committee with respect to applicable federal and state regulatory issues, as such issues may arise in the Chapter 11 cases; (q) assist the committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters, and administrative proceedings as may be necessary or appropriate in furtherance of the committee's duties; (r) take all necessary or appropriate actions as may be required in connection with the administration of the Debtors' estates; and (s) perform such other legal services as may be necessary or as may be requested by the committee in accordance with the committee's powers and duties as set forth in the Bankruptcy Code. The hourly rates of the firm's counsel and staff are as follows: Partners and Senior Counsel $1,125 - $1,510 Employee Counsel $1,020 - $1,285 Associates $615 - $940 Paraprofessionals $385 - $575 In addition, the firm will seek reimbursement for expenses incurred. The firm also provided the following in response to the request for additional information set forth in D.1 of the Appendix B Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments for the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: McDermott did not represent the committee in the 12 months prepetition. McDermott has represented official committees of unsecured creditors in other bankruptcy cases during the 12 months preceding the petition date. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Answer: The committee and McDermott expect to develop a prospective budget and staffing plan, recognizing that in the course of large Chapter 11 cases, unforeseeable fees and expenses may arise that will need to be addressed by the committee and McDermott. Charles Gibbs, Esq., a partner at McDermott Will & Emery, 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: Charles R. Gibbs, Esq. McDermott Will & Emery LLP 2501 North Harwood Street, Suite 1900 Dallas, TX 75201 Telephone: (214) 295-8063 About Compute North Holdings Computer North Holdings, Inc. -- https://www.computenorth.com/ -- is a crypto mining data center company. Compute North has four facilities in the U.S. -- two in Texas and one in both South Dakota and Nebraska, according to its website. While cryptocurrency prices skyrocketed during the pandemic (with bitcoin surging by 300% in 2020), the Federal Reserve's decision to curb rising inflation by hiking interest rates has since ushered in some of the crypto market's biggest losses in history. After amassing a record value above $3 trillion in November 2021, the cryptocurrency market posted its worst first half ever -- plummeting more than 70% through July. Terra's luna token, a once top cryptocurrency worth more than $40 billion, lost virtually all its value within a week in May after sister token TerraUSD, a stablecoin meant to hold a price of $1, broke its dollar peg as markets collapsed. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now include crypto lenders Celsius Network, Three Arrows Capital, Voyager Digital, and crypto mining firm Compute North. Compute North Holdings and 18 affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90273) on Sept. 22, 2022. In the petitions signed by Harold Coulby, as authorized signatory, the Debtors reported assets and liabilities between $100 million and $500 million. Judge Marvin Isgur oversees the cases. The Debtors tapped Paul Hastings, LLP as bankruptcy counsel; Jefferies, LLC as investment banker; and Portage Point Partners as financial advisor. Epiq Corporate Restructuring, LLC is the claims, noticing and solicitation agent. On Oct. 6, 2022, the Office of the U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped McDermott Will & Emery LLP as its counsel. CONDADO ROYAL: Suit Could Delay Disclosures Hearing --------------------------------------------------- In the chapter 11 case of Condado Royal, Inc., Judge Edward A. Godoy entered an order on Nov. 2, 2022, that the parties are to show cause within 21 days as to why the Court should not hold in abeyance the hearing on approval of the Disclosure Statement of Condado Royal Palm pending the outcome of Adversary Case No. 22-00041. If no reply is filed, the hearing on approval of the Disclosure Statement of Condado Royal Palm Inc. will be continued sine die and the December 7, 2022 at 11:30 pm scheduled date, will be vacated and set aside. The Court convened a hearing on Oct. 5, 2022, on the Debtor's Disclosure Statement. According to the minutes of the hearing, the Debtor is given until Oct. 26, 2002, to amend the disclosure statement and plan to modify the effective date of the plan. According to the docket, the Debtor was able to file an Amended Plan and Amended Disclosure Statement on Oct. 26, 2022. In CONDADO ROYAL PALM INC v. ASHFORD R.J.F., INC. et al., Adv. Pro. 3:22-ap-00041, the Debtor seeks a declaratory judgment declaring: (a) the nullity of the entity Ashford R.J.F., Inc.; (b) the cancellation of notes pursuant to the terms of the Irrevocable Power of Attorney and Order to Banco Popular to turn over the mortgage note in its possession to Debtor in specific fulfillment of their obligations; (c) the notes expired and any action for claims arising from them as time-barred; (d) approving the Debtor's objection to claim and declaring any amount claimed and/or lien related thereto as invalid and disallow Claim No. 3 presented by Ashford; and (e) granting the avoidance of the liens registered in the Registry of Property in favor of Ashford. About Condado Royal Palm Condado Royal Palm, Inc., is a company in San Juan, P.R., engaged in renting and leasing real estate properties. Condado is a single asset real estate that was the owner of a real property: * A- Land Parking lot with units #10, 11, 12 & 13 located at Condado, San Juan, P.R. Land #572; Folio 214; Tomo 13 Property Register Section San Juan I. Cadaster #040-039- 012-06 802. * B- Land Parking lot with units #14, 15, 16 & 17 located at Condado, San Juan, PR, Land #10,584; Folio 159; Tomo 281 " Property Register Section San Juan I. Cadaster #040- 039-012-19 001. Condado Royal Palm filed a petition for Chapter 11 protection (Bankr. D.P.R. Case No. 22-01282) on May 4, 2022, listing $8,300,995 in total assets and $15,493,286 in total liabilities. Jose A. Ramirez de Arellano, president, signed the petition. Judge Mildred Caban Flores oversees the case. The Debtor tapped Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC as legal counsel and MAM Group, LLC, as real estate consultant. CORRELATE INFRASTRUCTURE: Incurs $2.6M Net Loss in Third Quarter ---------------------------------------------------------------- Correlate Infrastructure Partners Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.59 million on $2.31 million of revenues for the three months ended Sept. 30, 2022, compared to a net loss of $986 on $15,291 of revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $5.26 million on $2.62 million of revenues compared to a net loss of $8,701 on $24,526 of revenues for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $2.17 million in total assets $3.49 million in total liabilities, and a total stockholders' deficit of $1.33 million. At Sept. 30, 2022, the Company had a cash balance of $348,688, as compared to a cash balance of $252,189 at Dec. 31, 2021. The Company incurred negative cash flow from operations of $1,975,196 for the nine months ended Sept. 30, 2022, as compared to negative cash flow from operations of $43,744 in the prior year. The increase in negative cash flow from operations was primarily the result of increased compensation costs for additional employees beginning during the current period, added legal and professional fees primarily related to the Company's growth, acquisition and capital raising plans, inventory purchases and prepaid expenses. Cash flows from financing activities during the nine months ended Sept. 30, 2022, totaled $2,080,000 and were the result of $1,930,000 in proceeds from loan agreements and $150,000 from the issuance of the Company's common stock. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to fund future operations. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1108645/000147793222008312/cipi_10q.htm About Correlate Correlate Infrastructure Partners Inc. (OTCQB: CIPI), formerly Triccar Inc., through its two subsidiaries, Correlate and Solar Site Design, offers a complete suite of proprietary clean energy assessment and fulfillment solutions for the commercial real estate industry. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. Correlate reported a net loss of $90,249 for the year ended Dec. 31, 2021, compared to a net loss of $184,388 for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $2.74 million in total assets, $3.21 million in total liabilities, and a total stockholders' deficit of $463,504. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2006, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has suffered recurring losses since inception and has no generated positive cash flows from operations both of which raise substantial doubt about its ability to continue as a going concern. CURO GROUP: S&P Alters Outlook to Negative, Affirms 'B-' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on Curo Group Holdings Corp. to negative from stable. S&P also affirmed its 'B-' issuer credit rating on the company and its 'CCC+' issue rating on its senior secured notes. The outlook revision follows Curo's weakening credit performance and liquidity in third-quarter 2022. The company reported quarterly net charge-off rates of 5.9% and 0.9% for the Canadian direct lending and Canadian point-of-sale segments, respectively, up from 5.0% and 0.6% in the second quarter. The net charge-off rate for Canadian direct lending was above our previous expectation of 15%-19% (annual rate). Liquidity declined to $118 million (with unrestricted cash of $45.7 million) as of Sept. 30, 2022, from over $180 million as of July 31, 2022, due to rising interest expense and new originations. In comparison, the company paid $131 million in interest expense alone in the first three quarters of 2022. S&P believe Curo might have to cut back on originations in a stress scenario to continue paying operating and interest expenses. The current macroeconomic conditions are unfavorable for Curo. S&P Global Ratings economists expect the U.S. economy to fall into a shallow recession in the first half of 2023 and expect Canada's growth to slow next year. In addition, S&P thinks unemployment rates in the U.S. and Canada will continue to rise through at least early 2024, and it expects the Federal Reserve and Bank of Canada to continue raising interest rates into early 2023 to combat inflation. These macroeconomic headwinds could pressure Curo's consumer loan performance while increasing its interest expense (over half of the company's debt is floating rate), hurting operations and liquidity. S&P said, "The negative outlook reflects our view that over the next 12 months, tough conditions will continue to pressure Curo's operating performance, likely leading to strained liquidity, weaker asset quality, and tighter cushion for covenants. "We could lower the ratings over the next 12 months if liquidity weakens further (especially if it casts doubt on the company's ability to address rising funding costs), credit performance continues to deteriorate, covenant cushions meaningfully erode, Curo faces material integration risk related to its acquisitions, or regulatory changes significantly impede the company's operating performance. We could also lower the ratings if the company buys back debt at distressed levels, which we could view as de facto restructuring tantamount to default. "We could revise the outlook to stable if we believe Curo maintains sufficient liquidity for operations and ample debt service coverage and if its asset quality stabilizes. An upgrade is unlikely over the next 12 months." CUSTOM TRUCK: Incurs $2.4 Million Net Loss in Third Quarter ----------------------------------------------------------- Custom Truck One Source, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.38 million on $357.78 million of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $20.53 million on $357.30 million of total revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported net income of $7.97 million on $1.08 billion of total revenue compared to a net loss of $177.79 million on $810.72 million of total revenue for the same period during the prior year. As of Sept. 30, 2022, the Company had $2.85 billion in total assets, $562.38 million in total current liabilities, $1.43 billion in total long-term liabilities, and $862.03 million in total stockholders' equity. "Despite the ongoing challenges presented by supply chain constraints and inflationary pressures, our entire team delivered strong third quarter results. We continue to achieve vehicle production at near record levels, and we are on track to complete more vehicles in 2022 than in any other year in our history," said Fred Ross, chief executive officer of CTOS. "Demand remains very strong in all three of our business segments from customers across all our primary end-markets. While we remain disappointed by the limitations caused by certain supply chain constraints, our third quarter results and our sustained level of production position us well for the remainder of the year and next year. We remain focused on utilizing the competitive advantage that our significant scale and one-stop-shop business model provide for us to continue to deliver unparalleled service to our customers," Ross added. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1709682/000170968222000097/ctos-20220930.htm About Custom Truck Custom Truck One Source, Inc. (formerly known as Nesco Holdings, Inc.) is a provider of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets in North America. CTOS offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets, including electric lines, telecommunications networks and rail systems. The Company's coast-to-coast rental fleet of more than 9,600 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories. For more information, please visit investors.customtruck.com. Custom Truck reported a net loss of $181.50 million for the year ended Dec. 31, 2021, a net loss of $21.28 million for the year ended Dec. 31, 2020, a net loss of $27.05 million for the year ended Dec. 31, 2019, a net loss of $15.53 million for the year ended Dec. 31, 2018, and a net loss of $27.10 million for the year ended Dec. 31, 2017. As of Dec. 31, 2021, the Company had $2.68 billion in total assets, $440.58 million in total current liabilities, $1.38 billion in total long-term liabilities, and $858.51 million in total stockholders' equity. CUTTING EDGE: Seeks to Tap Beyond Bookkeeping and Tax as Bookkeeper ------------------------------------------------------------------- Cutting Edge RV Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Beyond Bookkeeping and Tax, Inc. to perform general bookkeeping and tax professional services. Rebecca Taylor, a member of Beyond Bookkeeping and Tax, will be billed at an hourly rate of $175, plus expenses. Ms. Taylor 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: Rebecca Taylor Beyond Bookkeeping and Tax, Inc. 4518 Ironwood Dr. Baytown, TX 77521 Telephone: (832) 452-5183 About Cutting Edge RV Services Cutting Edge RV Services, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-80182) on October 10, 2022, with up to $500,000 in assets and up to $1 million in liabilities. Lee Morris, vice president, signed the petition. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Matthew Hoffman, Esq., at Hoffman & Saweris, PC as counsel and Beyond Bookkeeping and Tax, Inc. to provide general bookkeeping and tax professional services. DEONARINE PARASRAM: Denied Discharge in Two Adversary Proceedings ----------------------------------------------------------------- Bankruptcy Judge Jil Mazer-Marino of the US Bankruptcy Court for the Eastern District of New York grants the motion filed by Randy Brisman to deny discharge to Deonarine Parasram in these two adversary proceedings: In re: DEONARINE PARASRAM d/b/a VANDI SALES d/b/a PARASRAM STORE, Chapter 11, Debtor. RANDY BRISMAN, Plaintiff, v. DEONARINE PARASRAM d/b/a VANDI SALES d/b/a PARASRAM STORE, 98-100 SALLY LANE, LLC, and RANNARINE KALADEEN, Defendants. RANDY BRISMAN, Plaintiff, v. DEONARINE PARASRAM d/b/a VANDI SALES d/b/a PARASRAM STORE, IBRAHIM KHALIL, and MOHAMMED J. AHMED, Defendants, Adv. Proc. Nos. 21-01002-jmm., 20-01032-jmm, (Bankr. E.D. N.Y.) Plaintiff Randy Brisman commended to deny a discharge to the Defendant Deonarine Parasram in these two Adversary Proceedings: (a) Adv. Proc. No. 21-01002, Plaintiff claims discharge should be denied because the Defendant intentionally concealed his post-petition acquisition and sale of two properties; and (2) Adv. Proc. No. 20-01032, the Plaintiff claims the discharge should be denied because the Defendant concealed his interest in a third property. In addition, the Plaintiff claims that discharge should be denied because the Defendant failed to comply with the Court's order requiring the Defendant to file monthly operating reports and cooperate with the Plaintiff's accountant in preparing bankruptcy estate tax returns. Adv. Proc. No. 20-01032 The Plaintiff commenced this Adversary Proceeding, alleging that years prior to the Petition Date, the Defendant acquired the Queens Village Property from Jodhan Ramsundarsing. The Plaintiff alleges that the Queens Village Property was not disclosed on the Defendant's Schedules. Attached to the Plaintiff's Amended Complaint is the signed deed reflecting the transfer of the Queens Village Property from Ramsundarsing to the Defendant. The Plaintiff also alleges that after the Petition Date, the Defendant transferred the Queens Village Property to Ibrahim Khalil, who, in turn, transferred the Queens Village Property to Mohammed J. Ahmed. Adv. Proc. No. 20-01032 The Plaintiff commenced this Adversary Proceeding seeking a judgment denying the Defendant's discharge and to avoid and recover real property for the benefit of the estate. The Plaintiff alleges that after the Petition Date, the Defendant and Rannarine Kaladeen acquired two properties. Sometime in March 2017 and in September 2017, the Defendant and Kaladeen the Sally Lane Properties. The Plaintiff alleges that on or around March 28, 2018, the Defendant and Kaladeen transferred their interests in the Sally Lane Properties to 98-100 Sally Lane LLC. The deeds transferring the Sally Lane Properties to 98-100 Sally Lane LLC are attached to the complaint. During the May 25, 2022 trial, the Defendant testified that: (A) As of the Petition Date, his name was on the Queens Village Property deed, he held the deed as collateral for a $150,000 loan, but he did not discuss the Queens Village Property with his attorney or disclose the property in his Schedules. He did not believe he owned the Queens Village Property as Ramsundarsing was paying the insurance, taxes, mortgage, and other related expenses. He admitted that he transferred the Queens Village Property, post-Petition Date, to Ibrahim Khalil around the summer of 2018 without Court approval, notifying the U.S. Trustee, or disclosing the transfer in his monthly operating reports. (B) He acquired an interest in 98 Sally Lane post-Petition Date — he helped Kaladeen acquire 98 Sally Lane as it was Kaladeen's first time buying a property, but the Defendant owned at least a 2% interest in the property. He listed the 2% interest in his Schedules as a $6,000 joint interest but did not include the property address or the nature of the interest. He facilitated Kaladeen's acquisition of 100 Sally Lane and he was unaware that he held a 50% interest in 100 Sally Lane and had not seen the deed until the Plaintiff's counsel brought these Adversary Proceedings. The Sally Lane Properties were transferred to Sally Lane LLC in the spring of 2018 and he no longer owns an interest in those properties. Kaladeen is the sole member of Sally Lane LLC and the Defendant has no interest in Sally Lane LLC. He did not seek bankruptcy court approval for the transfer of his interests in the Sally Lane Properties to Sally Lane LLC. (C) He does not currently operate any businesses, he works three days a week as a part time employee buying produce for the Grocery, and he does not possess an ownership interest in that entity. He described the Grocery as "Kaladeen's store." He performed the same role when he owned the Grocery but is now paid daily as an employee. The Defendant has not operated Vandi Religious Goods since the plan was confirmed. The Defendant's Plan provides for the liquidation of all or substantially all of the Defendant's estate's property. Now, the Plaintiff objects to discharge under Bankruptcy Code. There is no dispute the Defendant failed to disclose the Queens Village Property in his Schedules and failed to seek Bankruptcy Court approval for his transfer of the Queens Village Property or his acquisition and transfer of the Sally Lane Properties. The Court finds that the Defendant concealed his interests in the Queens Village Property and the Sally Lane Property after the Petition Date. The Defendant claims he disclosed his ownership of the Sally Lane Properties in his monthly operating reports for June 2016 to February 2017. But the Defendant acquired 98 Sally Lane in March 2017 and transferred 98 Sally Lane to the LLC in March 2018; and acquired 100 Sally Lane in September 2017 and transferred the property in March 2018. Accordingly, the acquisition and transfer of the Sally Lane Properties could not be disclosed in the monthly operating reports for June 2016 to February 2017 because the Defendant did not acquire the Sally Lane Properties until after the Defendant ceased reporting the $6,000 partnership interest on his monthly operating reports. In addition, the Court finds and concludes that the Defendant's failure to disclose his interests in the Queens Village Property and the Sally Lane Properties together with the Defendant's failure to seek bankruptcy court approval for the acquisition of the Sally Lane Properties and transfer of the Queens Village Property and the Sally Lane Properties, establishes a pattern of omissions evidencing fraudulent intent. The Court also finds that the Defendant's Schedules (signed by the Defendant under penalty of perjury) were false because they omitted the Queens Village Property, as well as the monthly operating reports as they failed to disclose the Defendant's acquisition of the Sally Lane Properties, the Defendant's transfer of the Sally Lane Properties, and the Defendant's transfer of the Queens Village Property. Additionally, the Defendant's Sept. 28, 2021 declaration falsely stated that the Defendant did not accept the deed to the Queens Village Property. The Court finds that the Plaintiff has carried his burden of proof, showing that the Defendant has indeed demonstrated a pattern of omissions that go beyond carelessness and evidence fraudulent intent. Accordingly, the Court grants summary judgment on the Plaintiff's motion to deny the Defendant's discharge. A full-text copy of the Memorandum Decision dated Nov. 8, 2022, is available at https://tinyurl.com/y67sb5y5 from Leagle.com. About Deonarine Parasram Deonarine Parasram is an individual who resides at 177-07 Jamaica Avenue, Jamaica New York. He is the owner and sole proprietor of three separate businesses. Deonarine Parasram sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 16-42657) on June 16, 2016. The Debtor tapped Fredrick P Stern, Esq., at Frederick P. Stern & Associates PC as counsel. On Sept. 8, 2017, the Court approved the Second Amended Brisman Disclosure Statement for the Debtor filed by Randy Brisman, the Plan Proponent. It was confirmed on Nov. 2, 2017. On Oct. 19, 2017, the Court approved Brisman's retention of Richard Maltz of Maltz Auctions. DIAMONDHEAD CASINO: Incurs $381K Net Loss in Third Quarter ---------------------------------------------------------- Diamondhead Casino Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $381,412 for the three months ended Sept. 30, 2022, compared to a net loss of $356,308 for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $1.24 million compared to a net loss of $1.21 million for the same period in 2021. As of Sept. 30, 2022, the Company had $5.54 million in total assets, $16.89 million in total liabilities, and a total stockholders' deficit of $11.35 million. The Company has incurred losses over the past several years, has no operations, generates no operating revenues. In addition, the Company had an accumulated deficit of $44,710,780 as of Sept. 30, 2022. Due to its lack of financial resources, the Company has been forced to explore other alternatives, including a sale of part or all of its property located at 7051 Interstate 10, Diamondhead, Mississippi 39525. DiamondHead said, "The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort. "In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments as well as through other secured notes...The Company is in default with respect to payment of both principal and interest under the terms of most of these instruments. In addition, at September 30, 2022, the Company had $11,771,862 of accounts payable and accrued expenses and $61,042 in cash on hand. "The above conditions raise substantial doubt as to 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/844887/000149315222031263/form10-q.htm About DiamondHead Headquartered in Alexandria, Virginia, DiamondHead Casino Corporation owns a total of approximately 400 acres of unimproved land in Diamondhead, Mississippi. Active subsidiaries of the Company include Mississippi Gaming Corporation, which owns the approximate 400-acre site and Casino World, Inc. Diamondhead reported a net loss of $1.52 million for the year ended Dec. 31, 2021, compared to a net loss of $2.22 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $5.56 million in total assets, $16.51 million in total liabilities, and a total stockholders' deficit of $10.95 million. Marlton, New Jersey-based Friedman LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 21, 2022, citing that the Company has incurred significant recurring net losses over the past several years. In addition, the Company has no operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DIEBOLD NIXDORF: Widens Net Loss to $50.5 Million in Third Quarter ------------------------------------------------------------------ Diebold Nixdorf, Incorporated has filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission disclosing a net loss of $50.5 million on $810.4 million of net sales for the three months ended Sept. 30, 2022, compared to a net loss of $2 million on $958.2 million of net sales for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $433.5 million on $2.49 billion of net sales compared to a net loss of $40.4 million on $2.84 billion of net sales for the same period in 2021. As of Sept. 30, 2022, the Company had $2.91 billion in total assets, $3.90 billion in total current liabilities, $89.3 million in pensions, post-retirement and other benefits, $114.8 million in deferred income taxes, $120.1 million in other liabilities, and a total deficit of $1.32 billion. Octavio Marquez, Diebold Nixdorf president and chief executive officer, said: "Since March of this year, our fundamental objectives have remained focused on taking important steps to strengthen our business and competitive position. In the third quarter, while the macroeconomic environment presented widely discussed challenges, the combination of stable demand, industry-leading solutions, progress with the TSA, and our ongoing cost reductions and operational improvements contributed to Diebold Nixdorf's ongoing confidence in our strategic operating model. We have solid financial fundamentals and have consistently seen steady demand for our product and solution set." Jeffrey Rutherford, Diebold Nixdorf executive vice president and chief financial officer, said: "Overall supply chain material availability and logistics are improving; however, our models assumed a quicker normalization of supplier relationships than we are currently experiencing. However, it is also worth noting that this is more of a short-term challenge as we seek to normalize our working capital management, including with respect to our supplier relationships. In Q4, the conversion of backlog to revenue recognition will continue to be challenging and we could see as much as 15% risk of unit-to-revenue conversion and its corresponding attached services and software. Note a 15% variance in units would equate to approximately $100 million in revenue and approximately $30 million in adjusted EBITDA, depending on geography, customer and product mix. We expect that units that are not revenue recognized in Q4 will shift to 2023. Please see our Shareholder Letter for our Operating Forecast and Strategic Operating Model." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/28823/000002882322000146/dbd-20220930.htm About Diebold Nixdorf Diebold Nixdorf, Incorporated -- www.DieboldNixdorf.com -- automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, the Company's integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The Company has a presence in more than 100 countries with approximately 22,000 employees worldwide. Diebold Nixdorf reported a net loss of $78.1 million for the year ended Dec. 31, 2021, a net loss of $267.8 million for the year ended Dec. 31, 2020, and a net loss of $344.6 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $3.18 billion in total assets, $1.65 billion in total current liabilities, $2.41 billion in long-term debt, $92 million in pensions, post-retirement and other benefits, $136 million in deferred income taxes, $133.3 million in other liabilities, and total equity of ($1.24 billion). * * * As reported by the TCR on May 25, 2022, Moody's Investors Service downgraded Diebold Nixdorf, Inc.'s Corporate Family Rating to Caa2 from B2. Moody's said Diebold's operating performance has been impacted by pandemic-related supply chain challenges, which were unexpectedly exacerbated in Q1 2022 by social distancing measures in China and the Russia-Ukraine military conflict. In October 2022, S&P Global Ratings lowered its issuer credit rating on Diebold Nixdorf Inc. to 'CC' from 'CCC+'. The downgrade follows Diebold's announcement that it has entered into an Transaction Support Agreement (TSA) with certain lenders to restructure its debt profile, provide it with additional liquidity, and extend its maturity runway. DNATRIX INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: DNAtrix, Inc. 2659 State Street, #1023 Carlsbad, CA 92008 Business Description: DNAtrix is advancing virus-driven immunotherapies in multiple clinical trials for the treatment of cancer. DNAtrix's platform technology leverages the unique characteristics of viruses to create a pipeline of potent therapies for hard-to- treat cancers that have shown resistance to conventional therapies. Chapter 11 Petition Date: November 15, 2022 Court: United States Bankruptcy Court District of Delaware Case No.: 22-11193 Debtor's Counsel: David Klauder, Esq. BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE 19801 Tel: (302) 803-4600 Email: dklauder@bk-legal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Isaac S. Cheng as president and secretary. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TCEMCIQ/DNAtrix_Inc__debke-22-11193__0001.0.pdf?mcid=tGE4TAMA ELECTRO RENT: Moody's Rates New Secured First Lien Loans 'B2' ------------------------------------------------------------- Moody's Investors Service assigned Electro Rent Corporation's new senior secured first lien term loan and revolving credit facility a B2 rating. The company's existing ratings are unchanged, including the B3 corporate family rating, B3-PD probability of default rating, and Caa2 senior secured second lien debt rating. The outlook is stable. Electro Rent is seeking to amend and extend the maturity of its first lien revolving credit facility by twelve months to July 31, 2024 and first lien term loan by nine months to November 1, 2024, respectively. The existing ratings on the revolver and term loan will be withdrawn upon the completion of the amendment. Assignments: Issuer: Electro Rent Corporation Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) RATINGS RATIONALE Electro Rent's ratings reflect its small scale. However, Electro Rent is one of the largest Test and Measurement (T&M) equipment services companies. The rating also reflects the company's good geographic reach and a broad portfolio of T&M rental equipment. Moody's expects organic revenue growth to be in the 1% - 3% range over the next twelve months driven by strong demand from semiconductor manufacturers and increasing adoption of 5G in the telecom space, partially offset by headwinds from softer demand in the EMEA, as well as foreign currency exposure. Moody's expects Electro Rent to have free cash flow of about $20 million over the next twelve months. Moody's also expects Electro Rent to have adequate liquidity, supported by full availability on its $85 million revolving credit facility. The stable outlook reflects Moody's expectation that Electro Rent will continue to organically grow revenue and profitability and gradually reduce debt-to-EBITDA to 4.25 times by the end of 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Electro Rent continues to grow its size and scale and sustain debt-to-EBITDA below 4.0 times. Moody's would also expect the company to sustain good liquidity, including positive free cash flow, for an upgrade. The ratings could be downgraded if debt-to-EBITDA is sustained above 6.5 times, EBITDA-to-interest falls below 2 times, or if the company pays a large debt funded dividend. In addition, if liquidity weakens or the company is unable to refinance its debt maturities prior to becoming current, the ratings could be downgraded. The principal methodology used in these ratings was Equipment and Transportation Rental published in February 2022. Electro Rent Corporation (Electro Rent), headquartered in West Hills, CA, is a specialized test and measurement (T&M) equipment rental company, servicing 100 countries from 27 global locations. The company rents, leases, and sells T&M equipment, such as oscilloscopes, network analyzers, and wireless telecom testers to customers across aerospace and defense, telecom, industrial and IT end-markets. Electro Rent is controlled by Platinum Equity. ELECTRO RENT: S&P Affirms 'B-' ICR, Off CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings removed all ratings on testing and measurement (T&M) equipment rental provider Electro Rent Corp. (ERC) from CreditWatch, where S&P had placed them with negative implications on Oct. 3, 2022. S&P affirmed all its ratings, including its 'B-' issuer credit rating on the company. The negative outlook reflects S&P's view that, despite its forecast for stable operating performance, refinancing risks remain over the next several months given the potential for challenging credit market conditions to persist, and the potential for operating performance to weaken through late 2023, when the amended first lien term loan would become current. S&P said, "While ERC's proposed amendment lengthens its refinancing window and improves access to liquidity, we believe refinancing risks remain if credit markets stay challenged and operations underperform over the next several months. We removed ratings from CreditWatch with negative implications, and affirmed all ratings, since the proposed amendment extends ERC's first-lien term loan's maturity date by nine months to Nov. 1, 2024. We no longer see the company's maturity profile as a catalyst for a downgrade over the next few months. However, we note the company will still need to address the capital structure within the following year to avoid the first-lien term loan from coming current. Although we believe ERC's operating performance should support its refinancing efforts, if capital market weakness persists, or if the company's operating performance begins to soften, we believe ERC may have difficulty addressing its loan maturities according to the original promise. "We continue to view operating performance at ERC as stable and expect continued modest EBITDA growth over the next few quarters. ERC's credit metrics continue to improve, driven by organic growth in its technology products segment and pricing initiatives. We forecast S&P Global Ratings-adjusted debt to EBITDA in the low-4x area in 2022, improving modestly to around 4x in 2023. We expect end markets to remain mixed in 2023, leading to low-single-digit percent revenue growth as more 5G-related projects are partially offset by lower demand for general industrial rentals in a weaker macroeconomic environment. "In the event of macroeconomic weakness, we expect revenue to contract as decreasing industrial activity reduces the demand for T&M equipment and a reduction in contracted employees lowers the rental need for ERC's technology products. However, we would expect these declines to be partially offset by relatively stable defense end-market demand. Further, in this scenario, we believe declines in rental revenue would be somewhat cushioned as some companies shift to renting, in lieu of buying, to preserve their capital. ERC also can increase its cash generation by slowing capital expenditures (capex) related to fleet growth or by increasing the amount of used equipment sales, although the used equipment market typically weakens during periods of economic distress. Nevertheless, in a scenario in which revenue contracts, ERC would likely draw on its cash balances or revolving credit facility as a liquidity source to fund fleet capex. While we note that ERC has not drawn on its revolver since March 2020, an inability to further address the revolver maturity could lead to liquidity pressure in a scenario of weakening demand, and heighten the execution risk surrounding ERC's ability to ultimately refinance its first-lien term loan at its proposed November 2024 maturity. "The negative outlook reflects our view that, despite our forecast for stable operating performance, refinancing risks remain over the next several months from potentially persistent challenging credit market conditions or weakening operating performance through late 2023, when the amended first-lien term loan would become current." S&P could lower its rating on ERC if: -- The company is unable to successfully address the November 2024 maturity of its first-lien term loan prior to it becoming current; -- The company is unable to consistently generate positive free operating cash flow (FOCF) while continuing to support a maintenance level of fleet-related capex, or if the company pursues debt-funded acquisitions or shareholder rewards that materially weaken credit metrics, which would lead S&P to view the capital structure as unsustainable. -- The company announces a debt exchange or restructuring that implies that lenders will receive less value than promised when the original debt was issued; or, -- S&P envisions a liquidity shortfall or covenant pressure. S&P said, "We could revise our outlook to stable if the company addresses its upcoming debt maturities through a refinancing, and we expect operating performance to remain stable such that S&P Global Ratings-adjusted debt leverage remains below 6.0x. Further, before revising our outlook to stable, we would want to ensure that the company is generating at least generally neutral FOCF after accounting for both growth and maintenance related capex." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe ERC's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding period and a focus on maximizing shareholder returns." EMERGENT BIOSOLUTIONS: Moody's Lowers CFR to B2, Outlook Negative ----------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Emergent BioSolutions Inc. including the Corporate Family Rating to B2 from B1, the Probability of Default Rating to B2-PD from B1-PD and the senior unsecured rating to Caa1 from B3. The Speculative Grade Liquidity Rating remains unchanged at SGL-4. The outlook remains negative. The ratings downgrade reflects a delay relative to Moody's prior expectations of a US government purchase order for ACAM2000, Emergent's smallpox vaccine supplied to the Strategic National Stockpile. The delay exacerbates the pressures in Emergent's contract development and manufacturing organization (CDMO), which remains unprofitable due to a high cost structure including ongoing costs to improve compliance standards. In turn, the ACAM2000 delay will result in delayed profitability and cash flow, impeding deleveraging following the recent debt-financed acquisition of Tembexa. The timing and magnitude of the next ACAM2000 procurement order is uncertain, as is the impact on future ACAM2000 procurement orders, which have tended to occur in the second or third quarter each calendar year. That said, Moody's is not aware of any shift in the US government's overall demand for ACAM2000. In addition, the US government's procurement of other Emergent products, like anthrax vaccines and Tembexa, has continued at the pace Moody's expected. Supporting the credit profile is Emergent's focus on public health preparedness, which Moody's believes remains a key priority of the Strategic National Stockpile despite the ACAM2000 delay. Good gross margins in Emergent's pharmaceuticals business, as well as sizeable albeit declining sales in the nasal naloxone franchise also support the credit profile. Downgrades: Issuer: Emergent BioSolutions Inc. Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Senior Unsecured Global Notes, Downgraded to Caa1 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: Emergent BioSolutions Inc. Outlook, Remains Negative RATINGS RATIONALE Emergent's B2 Corporate Family Rating reflects its niche position supplying products that treat public health threats. Notwithstanding ongoing volatility, Moody's anticipates generally upward sales of Emergent's anthrax and smallpox vaccines supplied to the US Strategic National Stockpile, supplemented by the recent acquisition of smallpox treatment Tembexa. Combined with nasal naloxone and several travel-related offerings, the products business will sustain solid gross margins above 60%. Tempering these strengths, volatility in US government ordering patterns – most recently with ACAM2000 – exacerbates Emergent's other credit challenges including refinancing risk. Emergent's CDMO business faces high operating costs and uncertain ability to attract significant new business while improving quality controls, given a warning letter at its Baltimore Camden plant. Combined with steady erosion in nasal naloxone due to generic competition, Moody's anticipates that debt/EBITDA will approximate 4.5x to 5.5x over the next 12 to 18 months, but with considerable volatility from quarter to quarter. Emergent's SGL-4 Speculative Grade Liquidity Rating reflects the approaching October 2023 expiration of the revolver and maturity of the term loan, because Moody's SGL ratings do not assume credit market access. As of September 30, 2022, the term loan balance was $371 million and revolver borrowings were $238 million – the amount of the recent Tembexa acquisition. Emergent reported $241 million of cash on hand at September 30, 2022. Moody's believes that available cash on hand plus cash flow from operating activities is sufficient to fund capital expenditures and term loan amortization payments, excluding the final maturity. Upon refinancing of the credit agreement, Moody's will reassess Emergent's SGL rating based on factors including cash flow, revolver availability and covenant cushion. Social and governance considerations are material to Emergent's rating and are reflected in the CIS-4 credit impact score, highly negative. Highly negative social risk exposures are reflected in the S-4 score, including customer relations and responsible production exposures related to manufacturing compliance standards. That said, Emergent is less exposed to drug pricing legislative risks compared to many pharmaceutical companies due to its product mix skewed to vaccines supplied directly to the US government. With respect to governance considerations, Emergent faces highly negative exposures, reflected in the G-4 score. Previous compliance problems at the Bayview facility, a recent warning letter at its Camden facility, the mutually agreed termination of the US Center for Innovation in Advanced Development and Manufacturing contract, combined with earnings setbacks have weakened the company's overall track record. This will remain a challenge until success in sustainably growing the CDMO business is more established. The outlook is negative, reflecting the combination of refinancing risk and uncertain stability of overall profitability and cash flow based on volatility in government ordering patterns and high costs in the CDMO business. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a downgrade include failure to refinance the credit agreement, higher operating losses in the CDMO business, or delays or cancelations in anthrax or smallpox vaccine purchase orders from the US government. Quantitatively, debt/EBITDA sustained above 5.5x could also result in a downgrade. Factors that could lead to an upgrade include reduced volatility in government purchase orders, successful pipeline execution, a clearer path towards profitability in the CDMO business and refinancing of the credit agreemement. Quantitatively, debt/EBITDA sustained below 4.5x would support an upgrade. Headquartered in Gaithersburg, Maryland, Emergent BioSolutions Inc. is a life sciences company that provides pharmaceuticals, vaccines, medical devices and contract manufacturing services related to public health threats affecting civilian and military populations. Revenues for the 12 months ended September 30, 2022 totaled approximately $1.5 billion. The principal methodology used in these ratings was Pharmaceuticals published in November 2021. EN DIAN DEVELOPMENT: Seeks to Hire Evans & Lewis as Legal Counsel ----------------------------------------------------------------- En Dian Development, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Evans & Lewis, LLC as its counsel. The firm will render these services: (a) advise the Debtor regarding its rights, duties and powers in the operation and management of its business and property; (b) advise and assist the Debtor with respect to financial agreements, debt restructuring, cash collateral orders and other financial transactions; (c) review and advise the Debtor regarding the validity of liens asserted against property of the Debtor; (d) advise the Debtor as to actions to collect and recover property for the benefit of the Debtor's estate; (e) prepare legal papers; (f) counsel the Debtor in connection with all aspects of a plan of reorganization and related documents; and (g) perform all other legal services for the Debtor which may be necessary in this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Douglas J. Lewis, Esq., Partner $350 Paralegal $50 In addition, the firm will seek reimbursement for expenses incurred. On Nov. 4, the Debtor's counsel, Daniel DeBartolomeo, Esq., paid Evans & Lewis a retainer of $10,000. Douglas Lewis, Esq., a member of Evans & Lewis, 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: Douglas J. Lewis, Esq. Evans & Lewis, LLC 93 Greenwood Avenue Bethel, CT 06801 Telephone: (203) 743-7644 About En Dian Development En Dian Development, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 22-50573) on Oct. 24, 2022. In the petition signed by its managing member, Liqing Lin, the Debtor disclosed up to $10 million in both assets and liabilities. Evans & Lewis, LLC serves as the Debtor's counsel. EXELA TECHNOLOGIES: Delays 10-Q Filing for Period Ended Sept. 30 ---------------------------------------------------------------- Exela Technologies, Inc. notified the Securities and Exchange Commission that it will be delayed in filing its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2022. Due to the delay caused by the Company's recent determination to restate the audited 10-K financial statements and the fact that the Company requires additional time to complete its goodwill impairment analysis for the Form 10-Q, the Company was unable to timely file, without unreasonable effort or expense, the Form 10-Q. The Company intends to file the Form 10-Q within the five-day extension period. The Company expects to report in its Form 10-Q for the three months ended Sept0 30, 2022 that it concluded that changes in certain factors such as the Company's growth rate and recent trends in the Company's market capitalization, represented a triggering event for impairment. Accordingly, the Company performed an interim impairment analysis at Sept. 30, 2022, and expects to record a material impairment of goodwill at Sept. 30, 2022. As of Nov. 10, 2022, the Company is still completing its goodwill impairment analysis. Form 10-K Restatement for Going Concern Assessment Subsequent to the filing of its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2021, Exela Technologies, Inc. re-evaluated its application of ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern ("ASC 205-40") as of March 16, 2022, the date of the Original 10-K. Under ASC 205-40, the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. In re-performing this evaluation as of the date of the Original 10-K, the Company determined the need to take into account the potential impact of certain true-up guaranties that the Company had issued in connection with the Revolving Loan Exchange and Prepayment Agreement, dated March 7, 2022, that had not previously been taken into account in its assessment. If the Company had taken the true-up guaranties into account in addition to other existing factors, the Company may not have had sufficient liquidity under its financial model to fund payment of this true-up obligation in addition to its other commitments for the twelve months following the date of the Original 10-K. Based on this evaluation and including as current, the contingent liability created by the true-up guaranty, management has determined that as of the date of the Original 10-K, there was substantial doubt about the Company's ability to continue as a going concern for the twelve months following the date of the Original 10-K, which determination should have been disclosed in the Company's previously issued audited financial statements included in the Original 10-K. As a result of the foregoing, on Nov. 9, 2022, the audit committee of the Company's board of directors concluded, after discussion with the Company's management, that the audited 10-K financial statements included within the Original 10-K should be restated and should no longer be relied upon. As such, the Company intends to restate the audited 10-K financial statements in Amendment No. 2 to the Original 10-K, to be filed with the SEC to restate the financial statement footnotes to include appropriate going concern disclosure, including the nature and estimated amounts at inception of the true-up obligation. The true-up obligation has been satisfied as of Nov. 10, 2022. The above changes are not expected to have an effect on retained earnings, or other components of equity or net assets of the Company (however, a portion of long-term debt pertaining to credit facility that is no longer in effect, may be reclassified as current) and solely arise from the inclusion of a going concern assessment in the financial statement footnotes and anticipated amended and restated audit reports issued by KPMG LLP, the Company's independent registered public accounting firm, to reflect such assessment. The Company plans to file the restated financial statements concurrently with its Form-10-Q in an amendment to the Original 10-K, which amendment is expected to include limited related changes to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 9A. Controls and Procedures in addition to the restated financial statements. About Exela Technologies Irving, TX-based Exela Technologies (www.exelatech.com) is a global provider of transaction processing solutions, enterprise information management, document management and digital business process services. The Company's technology-enabled solutions allow global organizations to address critical challenges resulting from the massive amounts of data obtained and created through their daily operations. The Company's solutions address the life cycle of transaction processing and enterprise information management, from enabling payment gateways and data exchanges across multiple systems, to matching inputs against contracts and handling exceptions, to ultimately depositing payments and distributing communications. Exela reported a net loss of $142.39 million in 2021, a net loss of $178.53 million in 2020, a net loss of $509.12 million in 2019, and a net loss of $169.81 million in 2018. As of June 30, 2021, the Company had $1.09 billion in total assets, $2.03 billion in total liabilities, and a total stockholders' deficit of $943.27 million. * * * As reported by the TCR on Dec. 23, 2021, S&P Global Ratings raised its issuer credit rating on its issuer credit rating on Exela Technologies Inc. to 'CCC-' from 'SD'. The outlook is negative. "In our view, Exela faces a material liquidity deficit over the next year, and absent a capital infusion, a comprehensive restructuring is likely within the next year," S&P said. EXWORKS CAPITAL: Unsecureds Owed $1.8M to Get Interests in Trust ---------------------------------------------------------------- ExWorks Capital, LLC, submitted a Combined Disclosure Statement and Second Amended Chapter 11 Plan of Liquidation. The Debtor's most significant assets are (a) the continued pursuit of the Litigation against certain former members of the Debtor's executive management team and entities associated with them (which may include bringing additional claims or involving additional defendants as the circumstances may warrant), (b) the Debtor's interest in World Trade, and (c) the Debtor's Avoidance Actions. This Plan is a liquidating Plan that contemplates the transfer of substantially all of the Debtor's assets to a Liquidating Trust, which will pursue the Litigation and the Avoidance Actions, take the steps it deems appropriate to maximize the value of its ownership interest in World Trade, and make the payments contemplated herein that are not made by the Debtor before the Effective Date. The Plan contemplates financing to pay Plan expenses and fund the operation of the Liquidating Trust, among other things, in the form of a Plan Loan as described in Section X of the Plan. The Plan provides for payment in full (or as otherwise agreed) of all Allowed Administrative Expense Claims, Allowed Priority Tax Claims, and Allowed Priority Non-Tax Claims. Holders of Allowed Employee Severance Claims, Allowed Litigation Defendant Claims, Allowed King & Spalding Claims, Allowed General Unsecured Claims, Allowed Intercompany Receiver Claims, Allowed SEC Claims, Allowed Miscellaneous Indemnity Claims and Equity Interests are Impaired and will be paid (or not paid). Pursuant to the Plan, a Liquidating Trust will be established for the purposes of monetizing the Liquidating Trust Assets, including the Litigation, the Avoidance Actions, and the Debtor's interest in World Trade, and distributing the proceeds of the Liquidating Trust to Creditors in accordance with the priorities set forth in this Plan and the Bankruptcy Code. The Liquidating Trust will be managed by a Liquidating Trustee in accordance with the Liquidating Trust Agreement. The primary purpose of the Liquidating Trust and its Liquidating Trustee shall be (i) administering, monetizing and liquidating the Liquidating Trust Assets, (ii) resolving all Disputed Claims and (iii) making all Distributions from the Liquidating Trust as provided for in the Plan and the Liquidating Trust Agreement. The Liquidating Trust Assets will primarily consist of the Debtor's cash on hand on the Effective Date, the Litigation and other Causes of Action against third parties, and the Debtor's interest in World Trade. Available Trust Cash means the proceeds of the Liquidating Trust's assets that are available for distribution to Holders of Beneficial Interests in the Liquidating Trust in accordance with the Plan and the Liquidating Trust Agreement. Beneficial Interests means the uncertificated beneficial interests in the Liquidating Trust evidencing the right of each Holder of such Beneficial Interests to receive Distributions from the Liquidating Trust in accordance with the Plan and Liquidating Trust Agreement. Liquidating Trust Assets means all of the assets that vest in the Liquidating Trust pursuant to Sections VIII and IX of the Plan. Under the Plan, Class 5 General Unsecured Claims total $1,842,977. Each Holder of an Allowed General Unsecured Claim shall receive a Pro Rata Share of Beneficial Interests in the Liquidating Trust entitling the Holder to a Pro Rata Share of all Available Trust Cash derived from the Debtor's Liquidating Trust Assets. Class 5 is impaired. The Bankruptcy Court has scheduled the Plan confirmation hearing for December 15, 2022, at 10:00 a.m. (prevailing Eastern Time). Objections to Confirmation must be filed and served on the Debtor by no later than December 5, 2022, at 4:00 p.m. (prevailing Eastern Time) in accordance with the notice of the Confirmation Hearing that accompanies this Plan. The Voting Deadline is December 5, 2022 at 5:00 p.m. (prevailing Eastern Time). Counsel for the Debtor: Michael A. VanNiel, Esq. Alexis C. Beachdell, Esq. Joseph M. Esmont, Esq. Scott E. Prince, Esq. BAKER & HOSTETLER LLP 127 Public Square, Suite 2000 Cleveland, OH 44114 - and - Jeffrey J. Lyons, Esq. 1201 N. Market Street, Suite 1402 Wilmington, DE 19801 A copy of the Combined Disclosure Statement and Second Amended Chapter 11 Plan of Liquidation dated Nov. 2, 2022, is available at https://bit.ly/3hajNya from PacerMonitor.com. About Exworks Capital ExWorks Capital, LLC, is an Oak Brook, Ill.-based company engaged in financial investment activities. ExWorks filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10213) on March 14, 2022, with up to $500,000 in assets and up to $10 million in liabilities. On Aug. 8, 2022, the court entered an order redesignating the Debtor's case as an ordinary Chapter 11 case. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Baker & Hostetler, LLP as bankruptcy counsel, and King & Spalding, LLP as special counsel. EYE INNOVATIONS: Ordered to File Amended Plan by Nov. 23 -------------------------------------------------------- Fllowing an initial hearing on confirmation of Eye Innovations, LLC's chapter 11 plan under subchapter V of the Bankruptcy Code, Judge Eric L. Frank has entered an order that Eye Innovations must file an Amended Chapter 11 Plan on or before November 23, 2022. The hearing on confirmation is scheduled on Dec. 21, 2022, at 11:00 a.m., to be conducted by video conference. Any objections to confirmation of the Plan must be filed on or before Dec. 14, 2022. About Eye Innovations Eye Innovations, LLC -- http://www.eyeinnovations.net/-- is an eye care center in Drexel Hill, Pa., that provides comprehensive optometric eye care and optical services. Eye Innovations filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10600) on March 10, 2022, with up to $500,000 in assets and up to $1 million in liabilities. Archima Major, an authorized representative, signed the petition. Leona Mogavero, Esq., serves as the Subchapter V trustee. Judge Eric L. Frank oversees the case. The Debtor tapped McDowell Law, PC, led by Daniel L. Reinganum, Esq., as legal counsel and McGovern & Associates, PC as accountant. FIRST GUARANTY: Court Confirms Liquidating Plan ----------------------------------------------- Judge Craig T. Goldblatt has entered an order approving the Disclosures on a final basis and confirming and approving the Amended Combined Disclosure Statement and Chapter 11 Plan of First Guaranty Mortgage Corporation, et al. Any objections to the Plan not otherwise withdrawn, resolved, or otherwise disposed of are overruled and denied. Section 10 of the Plan designates Class 3 (Secured Prepetition Facility Claims including subclasses A to E thereof), Class 4 (Loan Settlement Claims), Class 5 (Prepetition LVS II Offshore Guaranty Claims), Class 6 (General Unsecured Claims) and Class 7 (Interests) as impaired. Each of Class 5 (Prepetition LVS II Offshore Guaranty Claims) and Class 6 (General Unsecured Claims) has voted to accept the Plan in accordance with the Bankruptcy Code, thereby satisfying section 1129(a)(8) as to those Classes. Class 3 (Secured Prepetition Facility Claims) and Class 7 (Interests), is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Accordingly, section 1129(a)(8) of the Bankruptcy Code has not and cannot be satisfied. The Plan, however, is still confirmable because it satisfies the nonconsensual confirmation provisions of section 1129(b). No claims were identified and assigned to Class 4 (Loan Settlement Claims). As such, Class 4 is not included the tabulation results. The holders of Class 3 Claims hold Secured Prepetition Facility Claims in unliquidated amounts. The amount of each Class 3 Claim will be determined by whether the holder of such Class 3 Claim liquidates its collateral in an amount in excess of the obligations set forth in each Prepetition Repo Agreement. If a holder of a Class 3 Claim liquidates its collateral in an amount that exceeds the obligations in its corresponding Prepetition Repo Agreement, such holder will have a $0 Claim. The Plan is fair and equitable to the holders of Class 3 Claims because the Plan provides that Class 3 Claims will receive their collateral or the value of their collateral or the indubitable equivalent thereof. Chapter 11 Plan Pursuant to the Amended, Modified and Restated Combined Disclosure Statement and Chapter 11 Plan, the Debtors will liquidate their remaining assets, wind down their affairs, and be dissolved through a Liquidating Trust. The Debtors, the Cash Flow DIP Lender, and the Committee were able to reach a settlement on the terms of the Plan. Under that settlement, among other things, after payment of senior claims as provided in the Plan, the proceeds of the Liquidating Trust Assets will be distributed to the holder of the Cash Flow DIP Claims and the holders of general unsecured claims as described more fully in the Combined Plan and Disclosure Statement. Under the Plan, Class 6 General Unsecured Claims totaling approximately $51,700,781 are projected to recover 25% of their claims. Each Holder of an Allowed General Unsecured Claim shall receive a Pro Rata share of the GUC Share of the Net Liquidating Trust Proceeds. Class 6 is impaired. "Net Liquidating Trust Proceeds" means proceeds realized from the Liquidating Trust Assets (other than the Specified Assets) after the payment out of the Liquidating Trust Assets (other than the Specified Assets) of (i) Allowed Administrative Claims, Priority Tax Claims, and Priority Non-Tax Claims that are not paid by the Debtors on the Effective Date and (ii) expenses of the Liquidating Trust set forth in the Trust Budget. The Net Liquidating Trust Proceeds shall be distributed as follows: (i) first, subject to the terms of the Liquidating Trust Agreement, to replenish any reserves required for paying the estimated expenses of the Liquidating Trust, provided, however, for the avoidance of doubt, that the Liquidating Trust Agreement shall provide that post-Effective Date receipts of the Liquidating Trust shall not be used to replenish reserves under this subpart (i) or to otherwise pay costs or expenses of the Liquidating Trust without the express written consent of the Cash Flow DIP Lender; (ii) second, to the Cash Flow DIP Lender to reimburse it for the (A) the Trust Funding Amount, plus (B) the Additional Administrative Claims Amount; and (iii) third, (A) 75% to the Cash Flow DIP Lender, and (B) 25% to the holders of Allowed General Unsecured Claims (other than any unsecured claims held by the Cash Flow DIP Lender or any of its Related Persons). The portion of the Net Liquidating Trust Proceeds payable to the Cash Flow DIP Lender under the preceding clauses (ii) and (iii)(A) shall be referred to as the "Cash Flow DIP Lender Share" and the portion of the Net Liquidating Trust Proceeds payable to holders of Allowed Class 6 General Unsecured Claims under the preceding clause (iii)(B) shall be referred to as the "GUC Share". Upon payment in full of all Cash Flow DIP Facility Claims and DIP Repo Guarantee Claims, all Net Liquidating Trust Proceeds shall be distributable to the GUC Share, provided, however, that in such scenario the holder of the Prepetition LVS II Offshore Guaranty Claim shall then be entitled to a pro rata share of the GUC Share. Other than as set forth above, neither the Cash Flow DIP Lender nor any of its Related Persons shall be entitled to share in any distribution from the GUC Share on account of any Allowed Claims (including, but not limited to, subrogation claims). Counsel for the Debtors: Samuel R. Maizel, Esq. Tania M. Moyron, Esq. DENTONS US LLP 601 S. Figueroa Street #2500 Los Angeles, CA 90017 Telephone: (213) 623-9300 E-mail: samuel.maizel@dentons.com tania.moyron@dentons.com - and - Claude D. Montgomery, Esq. DENTONS US LLP 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 632-8390 E-mail: claude.montgomery@dentons.com - and - David F. Cook, Esq. DENTONS US LLP 1900 K Street, NW Washington, DC 20006 Telephone: (202) 496-7301 E-mail: david.f.cook@dentons.com - and - Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor, P.O. Box 8705 Wilmington, DE 19899 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: ljones@pszjlaw.com A copy of the Order dated Nov. 2, 2022, is available at https://bit.ly/3t1AUEZ from PacerMonitor.com. A copy of the Combined Disclosure Statement and Chapter 11 Plan dated Nov. 2, 2022, is available at https://bit.ly/3zKeSdE from PacerMonitor.com. About First Guaranty Mortgage First Guaranty Mortgage Corporation -- https://www.fgmc.com/ -- was a full service, non-bank mortgage lender, offering a full suite of residential mortgage options tailored to borrowers' different financial situations. It was one of the leading independent mortgage companies in the United States that originated residential mortgages through a national platform. Just before the bankruptcy filing, as a result of an extreme and unanticipated liquidity crisis and resultant inability to obtain additional capital, FGMC ceased all of its mortgage loan origination activity and separated nearly 80% of its workforce. FGMC and an affiliate commenced Chapter 11 Cases to evaluate their options, accommodate their customers, and maximize and preserve value for all stakeholders. First Guaranty Mortgage Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10584) on June 30, 2022. Affiliate Maverick II Holdings, LLC also sought bankruptcy protection (Bankr. D. Del. Case No. 22-10583). In the petition signed by Aaron Samples, chief executive officer, FGMC disclosed up to $1 billion in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent the Debtors as counsel. FTI Consulting, Inc. and Strategic Mortgage Finance Group, LLC, serve as chief restructuring officer (CRO) provider and investment banker, respectively. Kurtzman Carson Consultants, LLC, is the claims and notice agent. LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an indirect subsidiary of a private investment managed by Pacific Investment Management Company LLC. B2 FIE IV LLC, an affiliate of the DIP Lender, owns 100% of the equity interests of FGMC. Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser while Barclays Capital Inc. serves as DIP MSFTA Counterparty. They are represented by Hunton Andrews Kurth LLP and Potter Anderson & Corroon LLP. FLORIDA MULCH: Hearing Today on Bid to Access Cash Collateral ------------------------------------------------------------- Florida Mulch, Inc., will appear before the U.S. Bankruptcy Court this morning at 11 a.m. for a preliminary hearing on its request to access cash collateral. The Debtor proposes to provide adequate protection to United Community Bank d/b/a Seaside Bank and Trust as successor by merger to Seaside National Bank & Trust, which entity may hold a security interest in the Debtor's cash and/or cash equivalents, and to the extent necessary, the holders of inferior position security interest in the Debtor's cash, accounts and cash equivalents. Prior to the Petition Date, the Debtor obtained financing from United Bank, which is purportedly secured by a lien on the Debtor's cash and/or cash equivalents. United Bank may assert a first priority security interest in the cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on September 28, 2016. The outstanding balance owed to United Bank in connection with a line of credit of approximately $1,500,000. The cash collateral the Debtor seeks to use is comprised of cash on hand and funds to be received during normal operations which may be encumbered by liens of the United Bank. About Florida Mulch Florida Mulch, Inc. is a closely held Florida for-profit corporation formed in 1978. Its core business involves the production, delivery and installation of quality ground cover products including multiple blends and colors of mulch, pine bark, pine straw, and enviro mulch products. Saint Cloud, Fla.-based Florida Mulch filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04018) on November 9, 2022, and elected to pursue relief under the provisions of Subchapter V. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, serves as counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Wilard palmer as president/sole shareholder. FOCUS FINANCIAL: Moody's Rates New $2BB Secured Term Loans 'Ba3' ---------------------------------------------------------------- Moody's Investors Service has affirmed Focus Financial Partners, LLC's Ba3 corporate family rating and its Ba3-PD probability of default rating. Concurrently, Moody's has assigned a Ba3 rating to the proposed $2.0 billion in senior secured term loans to be issued by Focus. The outlook remains stable. The proceeds from the proposed issue will be used to (1) repay the existing $1,598 million term loan due 2024; (2) repay the outstanding balances on the company's revolver; (3) pay transaction fees and related costs; and (4) the balance of the proceeds will be used to fund acquisitions or serve as additional cash on the company's balance sheet. A summary of the rating action follows: Assignments: Issuer: Focus Financial Partners, LLC $650 million Senior Secured First Lien Revolving Credit Facility, Assigned Ba3 $350 million Senior Secured Delayed Draw Term Loan A, Assigned Ba3 $1,650 million Senior Secured Term Loan B5, Assigned Ba3 Affirmations: Issuer: Focus Financial Partners, LLC Probability of Default Rating, Affirmed Ba3-PD Corporate Family Rating, Affirmed Ba3 Senior Secured First Lien Revolving Credit Facility, Affirmed Ba3 Senior Secured Delayed Draw Term Loan, Affirmed Ba3 Senior Secured Term Loan B3, Affirmed Ba3 Senior Secured Term Loan B4, Affirmed Ba3 Outlook Actions: Issuer: Focus Financial Partners, LLC Outlook, Remains Stable RATINGS RATIONALE The rating affirmation reflects the benefits of the refinancing transaction on Focus' debt maturity profile weighed against the moderate increase in the company's financial leverage from the additional borrowings. The transaction will extend the maturity on Focus' term loan to 2028 and the revolving credit facility to 5 years from closing. In connection with the refinancing, Focus reaffirmed its commitment to maintain its net leverage ratio target of 3.5x – 4.5x. Pro-forma for the transaction, Moody's estimates that the company's leverage will be 5.3x. This level of leverage is typically above Moody's expectations for Ba-rated companies. Despite the challenging operating environment in 2022, Focus has continued to execute on its M&A strategy including acquiring new partner firms and adding mergers for existing partner firms. The recent decline in transaction multiples should reduce the company's need for debt in funding its growth strategy, a positive for its financial flexibility. The company's M&A activity over the last several years has significantly enhanced Focus' revenue scale and diversity. However, Focus' earnings are directly impacted by elevated market volatility as more than 75% of the company's revenues are correlated to the market. Focus' Ba3 CFR reflects its growing scale, improving profitability and resilient asset base provided by a diverse group of independent wealth management firms. Constraining the company's rating is its high financial leverage and limited geographic footprint. For the last twelve months ended September 30, 2022, leverage stood at 4.7 times debt-to-EBITDA, as adjusted by Moody's. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Focus' ratings could be upgraded if: 1) debt-to-EBITDA, as calculated by Moody's, is sustained below 3.5x; or 2) the company continues to benefit from sustained growth and demand for fiduciary wealth management services; or 3) profitability as measured by GAAP pretax income margins are sustained within 10-15% annually. Conversely, factors that would lead to a downgrade of Focus' ratings include: 1) debt-to-EBITDA, as calculated by Moody's, is sustained above 5.0x; or 2) the company is unable to execute its acquisition strategy successfully; or 3) Focus' financial policy includes a significant share repurchase or cash dividend program that favors shareholders over creditors. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. FOCUS FINANCIAL: S&P 'BB-' Rating on New $2BB First-Lien Term Loan ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue rating to Focus Financial Partners' (BB-/Stable/--) proposed $2 billion first-lien term loan (including a $350 million delayed draw) that will mature in 2028. Focus Financial Partners LLC is a subsidiary of Focus Financial Partners Inc. (Focus). S&P expects Focus to use the proceeds from the issuance to repay its $1.6 billion first-lien term loan (tranche A) due 2024 and the outstanding amount drawn on its first-lien revolver, and for general corporate purposes including acquisitions. The company has also extended the maturity of its $650 million revolver to five years from closing. S&P said, "Gross reported debt, pro forma for the transaction, will increase to approximately $2.8 billion, from $2.4 billion at year-end 2021. As a result, we expect debt to EBITDA leverage, based on our calculation, to be above 5x in 2022. However, we expect leverage to decline below 5x over the next 12-24 months as the company continues to acquire registered investment advisors and as earnings from acquisitions made throughout 2022 are realized. Supporting our expectation for the company's earnings stability and continued growth is its preferred position in base earnings of its partner companies, and that services not correlated with the markets generate about one-quarter of revenue. "We expect EBITDA interest coverage to be stable and supportive of the rating at 3x-6x despite rising interest rates and our expectation for the new term loan to have a higher interest rate than the existing term loan. We expect the company to continue to hedge the floating-rate portion of interest on about one-third of its debt. "If Focus maintains leverage above 5x, however, we could lower the rating. This could occur if earnings of acquired companies fall short of our expectations or if debt-financed acquisitions continue to pressure leverage over the next year." FORUM ENERGY: Reports Third Quarter Net Income of $16.5 Million --------------------------------------------------------------- Forum Energy Technologies, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $16.48 million on $181.35 million of revenue for the three months ended Sept. 30, 2022, compared to a net loss of $11.59 million on $140.98 million of revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported net income of $16.54 million on $509.25 million of revenue compared to a net loss of $63.05 million on $392.92 million of revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $790.25 million in total assets, $487.64 million in total liabilities, and $302.60 million in total equity. Neal Lux, president and chief executive officer, remarked, "I am pleased with the FET team's outstanding execution and performance during the third quarter. On a year-over-year basis, third quarter revenue grew 29% and adjusted EBITDA margins expanded 470 basis points. Importantly, we generated $17 million of free cash flow, which equates to 14% of our third quarter ending market capitalization. "Based on our fourth quarter outlook, we continue to expect second half 2022 free cash flow to be between $30 and $40 million and full year Adjusted EBITDA to be near the top end of the $50 to $60 million guidance range. This Adjusted EBITDA result would reflect an increase of approximately 200% over 2021. Conditions and activity within FET's operating markets continue to strengthen. We are seeing demand growth for our differentiated portfolio of consumable and capital products driven by increasing U.S., international, and offshore activity. With the tailwind of this market and continued execution of our strategic initiatives, we expect further revenue growth, margin expansion and free cash flow generation." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1401257/000140125722000072/fet-20220930.htm About Forum Energy Forum Energy Technologies, Inc. -- www.f-e-t.com -- is a global oilfield products company, serving the drilling, downhole, subsea, completions and production sectors of the oil and natural gas industry. The Company's products include highly engineered capital equipment as well as products that are consumed in the drilling, well construction, production and transportation of oil and natural gas. Forum is headquartered in Houston, TX with manufacturing and distribution facilities strategically located around the globe. Forum Energy reported a net loss of $82.65 million for the year ended Dec. 31, 2021, a net loss of $96.89 million for the year ended Dec. 31, 2020, a net loss of $567.06 million for the year ended Dec. 31, 2019, a net loss of $374.08 million for the year ended Dec. 31, 2018, a net loss of $59.40 million for the year ended Dec. 31, 2017, and a net loss of $81.95 million for the year ended Dec. 31, 2016. As of June 30, 2022, the Company had $807.49 million in total assets, $499.04 million in total liabilities, and $308.45 million in total equity. * * * In July 2022, Moody's Investors Service changed Forum Energy Technologies, Inc.'s outlook to positive from stable. Concurrently, Moody's affirmed Forum's Corporate Family Rating at Caa1. "The change in Forum's rating outlook reflects our expectation that Forum will grow EBITDA through 2023, driving improved leverage," said Jonathan Teitel, Moody's analyst. As reported by the TCR on Aug. 22, 2022, S&P Global Ratings revised its outlook to positive from stable and affirmed the 'CCC+' issuer credit rating on Forum Energy Technologies Inc. "The positive outlook reflects our view that Forum's credit measures will continue to improve over the next 12 months, based on more supportive sector conditions, with funds from operations (FFO) to debt of about 12% in 2022," S&P said. FOUR SEASONS: Moody's Rates New 1st Lien Term Loan Due 2029 'Ba3' ----------------------------------------------------------------- Moody's Investors Service assigns Ba3 rating to Four Seasons Hotels Limited's new first lien senior secured term loan due 2029. The company's Ba3 corporate family rating and stable outlook remain unchanged. Proceeds will be used to refinance Four Seasons' existing $900 million first lien senior secured term loan due November 2023. Assignments: Issuer: Four Seasons Hotels Limited Gtd Senior Secured 1st Lien Term Loan, Assigned Ba3 (LGD3) RATINGS RATIONALE Four Seasons' Ba3 CFR benefits from: (1) an asset light, profitable fee-based hotel management business model supporting strong free cash flow and resiliency to industry volatility; (2) a well-recognized brand and broad geographic diversification; (3) Moody's expectation that debt /EBITDA will stabilize around 4x in 2022 and 2023; and (4) a strong ownership group. The rating is constrained by: (1) small scale in terms of revenue and number of hotel rooms versus competitors; (2) revenue concentration in one segment (luxury) of the hotel industry; and (3) lag in business travel weighing on longer-term growth, with industry recovery still subject to intermittent regional volatility and evolving macro headwinds. The company's proposed senior secured term loan due 2029 is rated Ba3, the same as the CFR because there is no other funded debt in the capital structure. Pro forma for the debt offering Four Seasons will have adequate liquidity. Moody's estimates that sources will total close to $430 million, consisting of cash on hand of about $330 million as of Q3-22 and Moody's forecast of about $100 million in positive free cash flow through Q4-2023. The company does not have a revolving credit facility or any financial maintenance covenants. Alternative sources of liquidity are limited because Four Seasons does not own hotels. The stable outlook reflects Moody's view that leverage will remain around 4x over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if debt to EBITDA remains below 3.5x and EBITA to interest expense rises above 4.5x while maintaining good liquidity within a stable operating environment. The ratings could be downgraded if debt to EBITDA remains above 4.5x and EBITA to interest expense falls below 3.5x, the company generates sustained negative free cash flow or financial policies become more aggressive. Four Seasons Hotels Limited is a leading luxury hotel management company with a portfolio of 122 managed hotel properties in 47 countries, several of which include a residential component. The principal methodology used in this rating was Business and Consumer Services published in November 2021. FOUR SEASONS: S&P Affirms 'BB' ICR, Outlook Positive ---------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on Four Seasons Holdings Inc. S&P assigned its 'BB+' issue level rating and '2' recovery rating to the proposed term loan. The outlook remains positive, reflecting the possibility of a one-notch upgrade despite our base case for a recession in the U.S. and Eurozone and presumed higher financing costs. S&P said, "This could occur if the significant recent improvement in systemwide occupancy improves further and recent strong ADR does not pull back as much next year as we are assuming in our base case, in a manner that enables the company to sustain an ample cushion compared to our 4x lease-adjusted net debt to EBITDA upgrade threshold and an adequate cushion compared our 20% FFO to debt upgrade threshold. We would need to be more certain these thresholds could be sustained incorporating volatility over the economic cycle and potential leveraging transactions such as special distributions to owners." S&P affirmed its ratings on Four Seasons because it believes the strong recovery in leisure and business travel and very high ADR should continue through the first quarter of next year and will result in a significant net debt to EBITDA leverage cushion in 2022 and 2023. This should enable Four Seasons to absorb the potential impact of a recession in the U.S. and Europe in 2023 and higher presumed interest costs, but would at the same time result in a more modest cushion in our FFO to debt measure. Luxury business and leisure bookings at Four Seasons, particularly in Europe and the Americas, have improved significantly this year causing systemwide occupancy to improve to nearly 51% year to date in 2022 from around 34% in the same period in 2021. Systemwide occupancy has improved sequentially during the year and was nearly 55% in the third quarter of 2022. While this remains materially below pre-pandemic occupancy levels that typically reached more than 70%, Four Seasons has also been able to generate record ADR above $700 so far this year. This is materially higher than the typical rate before the pandemic due primarily to pent-up demand for luxury travel to its branded hotels. The improvement in occupancy, very high ADR, and lower than average expenses--primarily because occupancy has yet to fully recover--will likely result in EBITDA generation that will double in 2022 compared to 2021, a significant improvement in cash flow generation that has resulted in cash and short-term investments totaling $416 million at September 2022, and net leverage that will likely decline to the 2x area this year, well below S&P's 4x upgrade threshold at the current 'BB' rating. This is despite the drag from difficult operating performance at Four Seasons hotels in China because of ongoing disruptions and closures due to its zero COVID policy, although fees generated in China are modest. S&P said, "Four Seasons has stated that it currently sees no signs of weakness in booking or pricing trends, and we believe the luxury traveler still has considerable savings, particularly in the company's core high income demographic. However, S&P Global Ratings sees a significant risk that the Russia-Ukraine military conflict drags on, exacerbating Europe's energy crisis, while at the same time interest rates in developed markets may have to rise even more sharply than in our base case to mitigate broadening inflation pressures, eating away at household purchasing power. This could result in a deeper-than-expected recession in Europe and, to a lesser extent, the U.S., with a concomitant rise in unemployment from historically low levels. While it is also likely the shift in spending to experiences from products may continue for a while longer, the surge in luxury travel volumes and historically strong rate at Four Seasons hotels during 2021 and 2022 may begin to moderate after the first quarter of 2023 if consumers' willingness to spend on travel and entertainment going into 2023 is constrained by reduced accumulated savings and continued high inflation. We are assuming on a preliminary basis that this could result in a decline in Four Seasons systemwide ADR of around 10% in 2023 from record levels in 2022. We believe this ADR decline scenario, if it materializes, would present modest risk to Four Seasons' current rating and positive outlook given its ample net debt to EBITDA cushion. However, the combination of the ADR and revenue per available room (RevPAR) decline scenario in 2023 and higher presumed interest costs in the company's proposed debt refinancing will likely cause a significant deterioration in FFO to debt from the low-30% area in 2022 to the low-20% area in 2023, a modest cushion compared to our 20% FFO to debt upgrade threshold. "Despite the modest cushion in FFO to debt compared to the upgrade threshold, the outlook remains positive, and we could raise the rating one notch if the significant recent improvement in systemwide occupancy improves further and recent strong ADR does not pull back as much next year as we are assuming in our base case, in a manner that enables the company to sustain an ample cushion compared to our 4x lease-adjusted net debt to EBITDA upgrade threshold and sustain an adequate cushion compared our 20% FFO to debt upgrade threshold. We would need to be more certain these thresholds could be sustained incorporating volatility over the economic cycle and potential leveraging transactions such as special distributions to owners. "Controlling owner Cascade has no leverage policy for Four Seasons, which could cause credit measures to worsen compared to our base case assumptions if the company engages in leveraging transactions.Last year, an affiliate of Cascade Investment LLC (Cascade; not rated) acquired 23.75% of issued and outstanding common shares of Four Seasons held by Kingdom, increasing Cascade's controlling stake in the company to 71.25%. The company historically has not had a formal leverage policy commitment and we do not anticipate this to change under Cascade's sole control. As a result, it is possible the company could engage in a leveraging transaction for an investment or for a distribution to owners in some form. However, we do not currently assume any potential leveraging transactions, or that they would be large enough to limit a possible one-notch upgrade, supporting the positive rating outlook." Four Seasons' asset-light hotel management model allows it to generate a high EBITDA margin and stable cash flows under normal economic circumstances and mitigates RevPAR declines in economic downturns. Four Seasons' business risks are partially mitigated by its good global geographic diversity, its significant RevPAR premium compared with the luxury hotel segment average, and its long-term management contracts. In addition, we believe Four Seasons will retain its ability to attract hotel owners and developers to its geographically diverse portfolio and strong brand. Four Seasons hotel management business generates very high EBITDA margin under normal economic circumstances, and S&P has assumed its EBITDA margin recovers and surpasses pre-pandemic levels in 2022 as luxury leisure travel remains strong and the business travel sector continues to recover. S&P's base case assumes EBITDA margin could be in the low- to mid-60% area in 2022, and around 60% in 2023, compared to typically above 60% pre-pandemic. One key assumption is that the company plans to ramp up general and administrative spending in 2022 and 2023, rehiring resources and investing in digital capabilities and systems transformation. The company also has good geographic diversity with more than 122 hotels in over 47 countries. Partially offsetting these strengths is Four Seasons' reliance on a single brand; the sensitivity of the travel and leisure industry to global political, financial, and health events; and traditionally high luxury segment RevPAR volatility over the lodging cycle. S&P said, "The positive outlook reflects the possibility of a one-notch upgrade despite our base case for a recession in the US and Eurozone and presumed higher financing costs in a rising rate environment. This could occur if the significant recent improvement in systemwide occupancy improves further and recent strong ADR does not pull back as much next year as we are assuming in our base case, in a manner that enables the company to sustain an ample cushion compared to our 4x net lease-adjusted debt to EBITDA upgrade threshold and sustain an adequate cushion compared our 20% FFO to debt upgrade threshold. We would need to be more certain these thresholds could be sustained incorporating volatility over the economic cycle and potential leveraging transactions such as special distributions to owners. "We could revise the outlook to stable if there is an unexpected reversal in luxury travel and hotel demand such that RevPAR and EBITDA begin to deteriorate in 2023 more that we assume in our base case, or if Four Seasons incurs more incremental debt and leverage than we assume in our base case, in a manner that causes the company's lease adjusted net debt to EBITDA to be sustained above 4x and FFO to debt below 20% area." ESG credit indicators: E-2, S-3, G-2 S&P said, "Health and safety factors are a moderately negative consideration in our credit rating analysis of Four Seasons. Our social credit indicator score is S-3 and reflects the unprecedented decline in systemwide RevPAR due to the pandemic and that safety and health scares are an ongoing risk. Although the COVID pandemic was a rare and extreme disruption, Four Seasons is unlikely to recover to 2019 systemwide RevPAR until this year. Although the company's hotel management model, cost cutting, and fees from residential condominium sales enabled it to moderate the harm to its EBITDA margin from the pandemic, the company faced unprecedented declines in RevPAR and hotel management fees, which led to a material spike in leverage." FTX TRADING: Experts See Regulators to be "Active as Never Before" ------------------------------------------------------------------ The sudden and spectacular crash of crypto-exchange FTX will send long-lasting tremors through both the nation's financial regulatory and bankruptcy landscapes, according to partners at international law firm O'Melveny. O'Melveny's William Pao and Daniel Shamah believe that regulators -- including at the SEC and CFTC -- will be emboldened to shine a light on everything that touched FTX and its former CEO, Sam Bankman-Fried, while using FTX's dramatic demise as justification for expanding federal protection of crypto investors. Bankruptcy courts, meanwhile, will be tied up for years in a closely watched process of untangling FTX's collapse, with billions of dollars in investor funds at stake. Mr. Pao is head of O'Melveny's Fintech Group. Based in Los Angeles, he is a trusted advisor to cryptocurrency and blockchain companies, emerging financial and technology businesses, as well as traditional banks. Mr. Pao comments: "Regulators will be emboldened by what happened to FTX. After all, the crypto industry has lost two-thirds of its value. Consumers and investors are hurting. Very few people will be in position to push back. Be prepared for some very aggressive tactics." "This is not Terra or Celsius. FTX had so many touchpoints that its collapse will very likely have a ripple effect on the industry. Regulators will be active as never before. They will investigate FTX, Sam Bankman-Fried and everything he has touched. And if you had anything to do with FTX or SBF, there's a good chance you are going to get a subpoena, too, because regulators will want to understand what happened here." "For years, we've been talking about jurisdiction and which agency will be responsible for what. Regulators will be aggressive in expanding their jurisdiction now. American consumers and investors have been significantly affected by the FTX collapse. A lot of people lost a lot of money. No agency is going to wait to investigate." "Enforcement is quicker and easier than new regulation. And any criticism of enforcement-as-regulation will be softened now because of the scope of this disaster." "The agencies have been trying to balance protecting consumers with encouraging innovation. This may disrupt that. With so many people losing so much money, regulators will swing way over to the protection side." Mr. Shamah is co-head of O'Melveny's Bankruptcy Litigation Group. Based in New York, he advises financial institutions, private equity sponsors, hedge funds, and public and private companies in navigating a host of bankruptcy and restructuring issues. Mr. Shamah notes: "This is a naked, freefall bankruptcy. For a company of this size to fall into bankruptcy this precipitously is highly unusual. It will likely take years in bankruptcy court to sort through the fallout." "The regulatory and litigation scrutiny FTX was already under now shifts to the Delaware bankruptcy court, home of some of the most complex, contested bankruptcies in history. It will take years to figure out what happened, and some of the people who will be tasked with that investigation work – think an examiner, a creditors' committee, or potentially even a trustee or liquidator – haven't even been appointed yet." "Bankruptcy court is a fishbowl. Every decision FTX made in recent weeks will be highly scrutinized by a litany of players -- committees, potentially an examiner or a trustee, other investors -- with a range of tools at their disposal. Expect this to be a long, expensive process that will take years to play out." About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal the next day amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At approximately 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. A total of 102 entities related to FTX have filed for Chapter 11 protection. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, CEO Bankman-Fried shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. Financial Times says the largest portion of those liquid assets listed on a FTX international balance sheet dated Nov. 10 was $470 million of Robinhood shares owned by a vehicle not listed in the bankruptcy filing. The Hon. John T. Dorsey is the case judge. Andrew G. Dietderich, James L. Bromley, Brian D. Glueckstein and Alexa J. Kranzley at SULLIVAN & CROMWELL LLP in New York, serve as the Debtors' counsel. Adam G. Landis, Kimberly A. Brown and Matthew R. Pierce at LANDIS RATH & COBB LLP in Wilmington serve as local bankruptcy counsel to FTX Group. Alvarez & Marsal North America, LLC, is the Debtors' financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index Lawyers at Paul Weiss represent Mr. Bankman-Fried. FTX TRADING: John Ray, New Directors to Lead Chapter 11 Process --------------------------------------------------------------- FTX Trading Ltd., said in bankruptcy court filings Nov. 14, 2022, that its team has worked around the clock since obtaining control of the Debtors from CEO and co-founder Sam Bankman-Fried and filing for Chapter 11 bankruptcy. Following Bankman-Fried's exit, FTX appointed restructuring executive John J. Ray III as CEO to secure and marshal FTX's assets, and conduct an orderly process under centralized management to reorganize or sell FTX's complex array of businesses, investments and property around the world for the benefit of its stakeholders. In addition to Mr. Ray, new independent directors with appropriate experience have been appointed at each of the main parent companies in the FTX group to ensure proper governance throughout the Chapter 1l process, as follows: * The Honorable Joseph J. Farnan, Jr. at FTX Trading Ltd., who will serve as Lead Independent Director; * Matthew A. Doheny at FTX Trading Ltd.; * Mitchell I. Sonkin at West Realm Shires Inc.; * Matthew R. Rosenberg at Alameda Research LLC; and * Rishi Jain at Clifton Bay Investments LLC. The appointment of Mr. Ray and the independent directors ensures the Debtors can navigate the chapter 11 process independent of any conflicts and involvement in FTX's prepetition activities. The Debtors have engaged Alvarez & Marsal as proposed financial advisor. In addition, the Debtors have engaged investigative, forensic and cybersecurity experts to work with the team at Sullivan & Cromwell. Two Motions so Far Four days since filing Chapter 11 petitions, the Debtors have so far filed in Bankruptcy Court only two pleadings: * a motion to jointly administer the Chapter 11 cases of FTX Trading and 138 affiliates; and * a motion to modify creditor list filing requirements, and provide e-mail service to certain parties. The Debtors seek approval to file a consolidated list of their top 50 creditors in lieu of a top 20 list for each Debtor on or before November 18, 2022. The Debtors anticipate overlap among the various Debtors' creditor lists, and the Debtors expect that the exercise of compiling separate creditor lists for each individual Debtor would consume an excessive amount of the Debtors' limited time and resources at this critical time. The Debtors have more than 100,000 creditors, most of whom are the Debtors' customers. Because the Debtors operate an online cryptocurrency platform, all of the Debtors' current and former customers interact with the Debtors via e-mail. The Debtors accordingly seek Court approval to serve notices to former and current customers notices via e-mail. The Debtors anticipate seeking additional relief from the Court later this week. In connection with those subsequent filings, the Debtors will provide additional information for the benefit of the Court and parties in interest. Unprecedented Events Lawyers for FTX said in court filings the events that have befallen FTX over the past week are unprecedented. Barely more than a week ago, FTX, led by co-founder Bankman-Fried, was regarded as one of the most respected and innovative companies in the crypto industry. The Debtors operated the world's second largest cryptocurrency exchange (through its FTX.us and FTX.com platforms), operated one of the largest market-makers in digital assets (through Alameda Research LLC and its affiliates), and conducted diverse private investment and other businesses. According to the filings, FTX faced a severe liquidity crisis that necessitated the filing of the Chapter 11 cases on an emergency basis last Friday. Questions arose about Mr. Bankman-Fried's leadership and the handling of FTX's complex array of assets and businesses under his direction. As the situation became increasingly dire, Sullivan & Cromwell and Alvarez & Marsal North America, LLC, were engaged to provide restructuring advice and services to FTX. At approximately 4:30 a.m. on Friday, November 11, after consultation with his own legal counsel, Mr. Bankman-Fried ultimately agreed to step aside, resulting in the appointment of John J. Ray III, an experienced restructuring executive, as Chief Executive Officer. Mr. Ray was delegated all corporate powers and authority under applicable law, including the power to appoint independent directors and commence the Chapter 11 cases on an emergency basis. The Chapter 11 cases were commenced soon thereafter early Friday morning, instituting the worldwide automatic stay codified in 11 U.S.C. Sec. 362. The statutory stay and its enforcement are critical to ensuring that FTX, under the leadership of Mr. Ray, can secure and marshal its assets, and conduct an orderly process under centralized management to reorganize or sell FTX's complex array of businesses, investments and property around the world for the benefit of its stakeholders. Immediately upon appointment, Mr. Ray began working with FTX's external legal, turnaround, cybersecurity and forensic investigative advisors to secure customer and debtor assets around the world, including by removing trading and withdrawal functionality on the exchanges and moving as many digital assets as possible to a new cold wallet custodian while simultaneously responding to a cyberattack that occurred on the Petition Date. In addition to Mr. Ray, new independent directors with appropriate experience have been appointed at each of the main parent companies in the FTX group to ensure proper governance throughout the Chapter 1l process. The appointment of Mr. Ray and the independent directors ensures that the Debtors can navigate the chapter 11 process independent of any conflicts and involvement in FTX's prepetition activities. The Debtors have engaged Alvarez & Marsal as proposed financial advisor. An Alvarez & Marsal team on the ground is reviewing the Debtors' books and records and assisting with the preparation of bankruptcy disclosures. In addition, the Debtors have engaged investigative, forensic and cybersecurity experts to work with the team at Sullivan & Cromwell, which includes lawyers with expertise in regulated financial institutions, cybercrime and related investigations. There is substantial interest in these events among regulatory authorities around the world. The Debtors' representatives have been in contact over the past 72 hours with the U.S. Attorney's Office, the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, and dozens of Federal, state and international regulatory agencies, according to the Nov. 14 filing. As stabilization of the business continues, Mr. Ray and the FTX professionals are moving to the next phase. The Debtors are preparing requests for necessary relief from the Bankruptcy Court in order to move these cases forward in the most organized and efficient manner possible under the unprecedented circumstances. This will necessarily require some additional time. But the Debtors are committed to maximizing value for stakeholders and determining the future of FTX. Facts are still developing and future filings will update and supplement this information. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal the next day amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At approximately 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. A total of 102 entities related to FTX have filed for Chapter 11 protection. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, CEO Bankman-Fried shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. Financial Times says the largest portion of those liquid assets listed on a FTX international balance sheet dated Nov. 10 was $470 million of Robinhood shares owned by a vehicle not listed in the bankruptcy filing. The Hon. John T. Dorsey is the case judge. Andrew G. Dietderich, James L. Bromley, Brian D. Glueckstein and Alexa J. Kranzley at SULLIVAN & CROMWELL LLP in New York, serve as the Debtors' counsel. Adam G. Landis, Kimberly A. Brown and Matthew R. Pierce at LANDIS RATH & COBB LLP in Wilmington serve as local bankruptcy counsel to FTX Group. Alvarez & Marsal North America, LLC, is the Debtors' financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index Lawyers at Paul Weiss represent Mr. Bankman-Fried. FTX TRADING: Updated Chapter 11 Case Summary -------------------------------------------- Lead Debtor: FTX Trading Ltd. 10-11 Mandolin Place, Friars Hill Road St. John's AG-04 Business Description: FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry- first derivatives, options, volatility products and leveraged tokens. Chapter 11 Petition Date: Nov. 11, 2022 and Nov. 14, 2022 Court: United States Bankruptcy Court District of Delaware 102 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- 1. Alameda Aus Pty Ltd 22-11104 2. Alameda Global Services Ltd. 22-11134 3. Alameda Research (Bahamas) Ltd 22-11105 4. Alameda Research Holdings Inc. 22-11069 5. Alameda Research KK 22-11106 6. Alameda Research LLC 22-11066 7. Alameda Research Ltd 22-11067 8. Alameda Research Pte Ltd 22-11107 9. Alameda Research Yankari Ltd 22-11108 10. Alameda TR Ltd 22-11078 11. Alameda TR Systems S. de R. L. 22-11109 12. Allston Way Ltd 22-11079 13. Analisya Pte Ltd 22-11080 14. Atlantis Technology Ltd. 22-11081 15. Bancroft Way Ltd 22-11082 16. Blockfolio, Inc. 22-11110 17. Blue Ridge Ltd 22-11083 18. Cardinal Ventures Ltd 22-11084 19. Cedar Bay Ltd 22-11085 20. Cedar Grove Technology Services, Ltd 22-11162 21. Clifton Bay Investments LLC 22-11070 22. Clifton Bay Investments Ltd 22-11111 23. Cottonwood Grove Ltd 22-11112 24. Cottonwood Technologies Ltd. 22-11136 25. Crypto Bahamas LLC 22-11113 26. DAAG Trading, DMCC 22-11163 27. Deck Technologies Holdings LLC 22-11138 28. Deck Technologies Inc. 22-11139 29. Deep Creek Ltd 22-11114 30. Digital Custody Inc. 22-11115 31. Euclid Way Ltd 22-11141 32. FTX (Gibraltar) Ltd 22-11116 33. FTX Canada Inc 22-11117 34. FTX Certificates GmbH 22-11164 35. FTX Crypto Services Ltd. 22-11165 36. FTX Digital Assets LLC 22-11143 37. FTX Digital Holdings (Singapore) Pte Ltd 22-11118 38. FTX EMEA Ltd. 22-11145 39. FTX Equity Record Holdings Ltd 22-11099 40. FTX EU Ltd. 22-11166 41. FTX Europe AG 22-11075 42. FTX Exchange FZE 22-11100 43. FTX Hong Kong Ltd 22-11101 44. FTX Japan Holdings K.K. 22-11074 45. FTX Japan K.K. 22-11102 46. FTX Japan Services KK 22-11103 47. FTX Lend Inc. 22-11167 48. FTX Marketplace, Inc. 22-11168 49. FTX Products (Singapore) Pte Ltd 22-11119 50. FTX Property Holdings Ltd 22-11076 51. FTX Services Solutions Ltd. 22-11120 52. FTX Structured Products AG 22-11122 53. FTX Switzerland GmbH 22-11169 54. FTX Trading GmbH 22-11123 55. FTX Trading Ltd. (Lead Case) 22-11068 56. FTX TURKEY TEKNOLOJI VE TICARET ANONIM SIRKET 22-11170 57. FTX US Services, Inc. 22-11171 58. FTX US Trading, Inc 22-11149 59. FTX Ventures Ltd 22-11172 60. FTX Zuma Ltd 22-11124 61. GG Trading Terminal Ltd 22-11173 62. Global Compass Dynamics Ltd. 22-11125 63. Good Luck Games, LLC 22-11174 64. Goodman Investments Ltd. 22-11126 65. Hannam Group Inc 22-11175 66. Hawaii Digital Assets Inc. 22-11127 67. Hilltop Technology Services LLC 22-11176 68. Hive Empire Trading Pty Ltd 22-11150 69. Innovatia Ltd 22-11128 70. Island Bay Ventures Inc 22-11129 71. Killarney Lake Investments Ltd 22-11131 72. Ledger Holdings Inc. 22-11073 73. LedgerPrime Bitcoin Yield Enhancement Fund, LLC 22-11177 74. LedgerPrime Bitcoin Yield Enhancement Master Fund 22-11155 75. LedgerPrime Digital Asset Opportunities Fund LLC 22-11156 76. LedgerPrime Digital Asset Opport. Master Fund LP 22-11157 77. Ledger Prime LLC 22-11158 78. LedgerPrime Ventures, LP 22-11159 79. Liquid Financial USA Inc. 22-11151 80. LiquidEX LLC 22-11152 81. Liquid Securities Singapore Pte Ltd 22-11086 82. LT Baskets Ltd. 22-11077 83. Maclaurin Investments Ltd. 22-11087 84. Mangrove Cay Ltd 22-11088 85. North Dimension Inc 22-11153 86. North Dimension Ltd 22-11160 87. North Wireless Dimension Inc 22-11154 88. Paper Bird Inc 22-11089 89. Pioneer Street Inc. 22-11090 90. Quoine India Pte Ltd 22-11091 91. Quoine Pte Ltd 22-11161 92. Quoine Vietnam Co. Ltd 22-11092 93. SNG INVESTMENTS YATIRIM VE DANISMANLIK ANONIM 22-11093 94. Strategy Ark Collective Ltd. 22-11094 95. Technology Services Bahamas Limited 22-11095 96. Verdant Canyon Capital LLC 22-11096 97. West Innovative Barista Ltd. 22-11097 98. West Realm Shires Financial Services Inc. 22-11072 99. West Realm Shires Inc.* 22-11183 100. West Realm Shires Services Inc. 22-11071 101. Western Concord Enterprises Ltd. 22-11098 102. Zubr Exchange Ltd 22-11132 * West Realm Shires Inc. filed on Nov. 14, 2022. FTX Trading and most of the other debtors filed on Nov. 11, 2022. Additional affiliates listed by the Debtors but so far have not filed for Chapter 11 bankruptcy: Altalix Ltd - B for Transfer Egypt - B Payment Services Nigeria - B Transfer Services Ltd - B Transfer Services Ltd. UAE - B Transfer Services Uganda - BitPesa Kenya Ltd. - BitPesa RDC SARL - BitPesa Senegal Ltd. - BitPesa South Africa - BitPesa Tanzania Ltd. - BitPesa Uganda Ltd. - Bitvo, Inc. - Blockfolio Holdings, Inc. - BT Payment Services Ghana - BT Payment Services South Africa - BT Payments Uganda - BT Pesa Nigeria Ltd. - BTC Africa S.A. - BTLS Limited Tanzania - CM-Equity AG - Corner Stone Staffing - Exchange 4 Free Seychellen - Exchange 4Free Australia Br. - Exchange 4Free Ltd. - Exchange 4Free South Africa Br. - Exchange 4Free Swiss Branch - Finfax Company - FTX US Derivatives LLC - FTX Vault Trust Company - FTX Ventures Partnership - K-DNA Financial Services Ltd - Tigetwit Ltd - TransferZero - Judge: Hon. John T. Dorsey Debtors' Counsel: Andrew G. Dietderich, Esq. James L. Bromley, Esq. Brian D. Glueckstein, Esq. Alexa J. Kranzley, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 E-mail: dietdericha@sullcrom.com bromleyj@sullcrom. com gluecksteinb@sullcrom. com lkranzleya@sullcrom. com Debtors' Co-counsel and Local Counsel: Adam G. Landis, Esq. Kimberly A. Brown, Esq. Matthew R. Pierce, Esq. LANDIS RATH & COBB LP 919 North Market Street, Suite 1800 Wilmington, DE 19801 Tel: (302) 467-4400 Email: landis@lrclaw.com brown@lrclaw.com pierce@lrclaw.com Debtors' Claims Agent: KROLL https://cases.ra.kroll.com/FTX/Home-Index Estimated Assets: $10 billion to $50 billion Estimated Liabilities: $10 billion to $50 billion The petitions were signed by John J. Ray III, chief executive officer. The Debtors did not file together with the petitions a list of their 20 largest unsecured creditors. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at http://tiny.cc/9oz0vz GALAXY NEXT: Signs $5 Million Stock Purchase Deal With ClearThink ----------------------------------------------------------------- Galaxy Next Generation, Inc. entered into a purchase agreement with ClearThink Capital Partners, LLC pursuant to which ClearThink has agreed to purchase from the Company up to $5.0 million of the Company's common stock, par value $0.0001 per share (subject to certain limitations) from time to time during the term of the Purchase Agreement. Based upon the closing price of the Common Stock on Nov. 4, 2022, that would provide for the purchase of up to a total of 100,000,000 shares of Common Stock, but the Company only plans to issue a maximum of 30,000,000 shares of Common Stock, which, based upon the closing price of the Common Stock on Nov. 4, 2022, would be for the purchase price of $1,500,000. Pursuant to the terms of the Purchase Agreement, the Company issued 500,000 shares to ClearThink as consideration for its commitment to purchase shares of the Company's Common Stock under the Purchase Agreement. The Company may, from time to time and in its sole discretion, direct ClearThink to purchase shares of the Company's Common Stock upon the satisfaction of certain conditions set forth in the Purchase Agreement at a purchase price per share based on a discount to the market price of the Company's Common Stock at the time of sale as computed under the Purchase Agreement. ClearThink may not assign or transfer its rights and obligations under the Purchase Agreement. The Purchase Agreement prohibits the Company from directing ClearThink to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by ClearThink, would result in ClearThink and its affiliates exceeding 9.99% of the Company's then outstanding equity. ClearThink has the right of first refusal to any future equity lines of credit or similar investment structures for up to 12 months as long as it maintains ownership of at least 20 million shares of Common Stock. Registration Rights Agreement In connection with the Purchase Agreement, the Company has entered into a registration rights agreement with ClearThink, dated as of Nov. 7, 2022, pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement to register for resale the shares of Common Stock that have been or may be issued to ClearThink under the Purchase Agreement within 30 days of the date of the Purchase Agreement and Registration Rights Agreement. About Galaxy Next Generation Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. -- http://www.galaxynext.us-- is a manufacturer and distributor of interactive learning technologies and enhanced audio solutions. It develops both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy Next reported a net loss of $6.25 million for the year ended June 30, 2022, compared to a net loss of $24.43 million for the year ended June 30, 2021. As of June 30, 2022, the Company had $4.56 million in total assets, $6.79 million in total liabilities, and a total stockholders' deficit of $2.23 million. Indianapolis, Indiana-based Somerset CPAs PC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 23, 2022, citing that the Company has suffered recurring losses from operations, recurring negative operating cash flows and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. GARDEN VIEW: Unit Owners' New Value to Fund Plan Payments --------------------------------------------------------- Garden View Condominium Apartments Association, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement in support of Plan of Reorganization dated November 10, 2022. The Debtor is a not-for-profit Florida Corporation. Debtor is a Condominium Association and the corporate entity responsible for the maintenance and operation of real property in which condominium owners have use rights where unit owner membership in the entity is composed exclusively of condominium unit owners. Debtor is a Condominium Association located at 11000 SW 200 Street, Miami, Florida 33157. Debtor operates the common areas for 67 residential condominium units owned by individual owners. The average current sales price of the condominium units is estimated to be between $115,000.00 and $125,000.00. The Debtor has financial exposure due to five premises liability cases in which the Debtor is a Defendant in cases filed in Miami-Dade County Circuit Court ("Premises Liability Cases"). The Debtor had insurance policies in effect; however, there is no insurance coverage for the events which led to the Premises Liability Cases due to an assault/battery exclusion in the policy which the Debtor was not aware of. The Debtor has filed a Lawsuit in State Court against its insurance agent and insurance company for failure to disclose the assault/battery exclusion. Class 1 consists of General Unsecured Claims: * Claim 1-1 consists of the Claim of Shantrell Whitfield in the amount of $150,000.00. As a Settlement of this Claim, the Debtor shall pay $70,000.00. Payment of $2,800.00 to be paid 15 days from Confirmation Date. Claim will be paid in 25 equal monthly installments of $2,800.00. Monthly installments will begin 30 days after payment of Initial Payments. * Claim 2-1 consists of the Claim of Sylvia Limprich & Oscar Limprich in the amount of $10,000,000.00. As a Settlement of this Claim, the Debtor shall pay $50,000.00. Initial payments of $8,333.00 to be paid 15 days from confirmation date. Claim will be paid in 60 equal monthly installments of $8,333.33. Monthly installments will begin 30 days after payment of Initial Payment. * Claim 3-1 consists of the Claim of Wyland Burch in the amount of $66,666.65. As a Settlement of this Claim, the Debtor shall pay $66,666.00. Initial payment of $3,333.30 to be paid 15 days from confirmation. Claim will be paid in 20 equal monthly installments of $3,333.30. Monthly installments will begin 30 days after payment of Initial Payment. * Claim 4-1 consists of the claim of Renee Miller in the amount of $10,000,000.00. As a Settlement of this Claim, the Debtor shall pay $325,000.00. Initial Payment of $25,000.00 to be paid within 15 days from confirmation. Following the initial payment ($25,000.00); balance of Claim to be paid in 24 equal monthly installments of $12,500.00 which will commence 30 days after the payment of the Initial Payment. * Claim 5-1 consists of the Claim of Allied Property Group, Inc. Creditor Allied has an unliquidated Claim for Indemnification against the Debtor related to the Tort Claims which are Claims 1-4. As part of the Global Settlement between all the parties, Allied has agreed to waive any claims it may have against the Debtor and has agreed to the Valuation of its Claim to Zero. Class 2 consists of the Unimpaired Creditors Robert Sahland, Miami Dade Fire Department and Region Security Services. As Creditors are Unimpaired; Creditors do not have the right to vote for or against the Plan Confirmation. The 67 unit owners of the Debtor shall retain ownership of the Debtor in exchange for New Value. The New Value shall be in the form of a special bankruptcy assessment issued to pay the terms of this plan. The regular operations of the Association will be funded by ongoing operation of the business and collection of regular assessment of unit owners pursuant to the Association's Operating Budget. The Bankruptcy Plan will be funded by New Value from Equity Interest Holders (Unit Owners) in the form of a Bankruptcy Special Assessment issued to pay the terms of this Plan. The Plan is feasible by reference to the income and expenses supplemented by the Bankruptcy Special Assessments. A full-text copy of the Disclosure Statement dated November 10, 2022, is available at https://bit.ly/3EzLNUQ from PacerMonitor.com at no charge. Counsel for Debtor: John P. Arcia, Esq. John Paul Arcia, P.A. 175 SW 7th Street Suite 2000 Miami, FL 33130 Tel: (786) 429-0410 Email: parcia@arcialaw.com About Garden View Condominium Apartments Association Miami-based Garden View Condominium Apartments Association, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-21650) on Dec. 13, 2021, listing up to $500,000 in assets and up to $10 million in liabilities. Joseph Varela, president, signed the petition. Judge Robert A. Mark oversees the case. John Paul Arcia, Esq., at John Paul Arcia, P.A. and Boyd, Richards, Parker & Colonnelli, P.L. serve as the Debtor's bankruptcy counsel and litigation counsel, respectively. GLOBAL PROCESSING: Taps Gregory DeWeese as Financial Advisor ------------------------------------------------------------ Global Processing, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Gregory DeWeese, a professional practicing in Minnesota, as its financial advisor. The Debtor needs a financial advisor to give advice on financial matters to best maximize its operational cashflow and to provide expert advice and testimony if needed. Mr. DeWeese will be paid at his hourly rate of $250, plus expenses. He will receive a fee of 0.75 percent of any financing facility that he brings to the Debtor and 0.5 percent of any facility that he does not bring but negotiates the financing facility. The Debtor paid Mr. DeWeese an initial retainer of $10,000. Mr. DeWeese 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 professional can be reached at: Gregory DeWeese 4875 Linden Cove Ln. Savage, MN 55378 About Global Processing Global Processing Inc. -- http://www.globalprocessing.org/-- supplies customers around the world with value-added, quality, farm-grown food products. Global Processing filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00669) on Oct. 24, 2022, with $10 million to $50 million in both assets and liabilities. David M. Wilcox, president of Global Processing, signed the petition. The Debtor tapped Ronald C. Martin, Esq., at Day Rettig Martin, PC as legal counsel and Gregory DeWeese, a professional practicing in Minnesota, as financial advisor. GROWLIFE INC: Issues $95,555 Convertible Note to Quick Capital -------------------------------------------------------------- Growlife, Inc. entered into a note purchase agreement with Quick Capital, LLC, a Wyoming Limited Liability Company, and issued a Convertible Promissory Note in the principal amount of $95,555.55, with an aggregate funded amount of $86,000.00 to QCL pursuant to the NPA, and 100,000 restricted origination shares. The Note matures eight months after the issue date, bears interest at 12% annually, and is convertible, in whole or in part, at any time and from time to time before the Maturity at the option of the holder at the Conversion Price that shall equal the lesser of: a) $0.06 or b) 75% of the lowest Trading Price of the average of the lowest two lowest trading prices for the proceeding 15 trading days prior to conversion. At any time, and from time to time after an Event of Default, QCL may utilize the Default Conversion Price in its sole discretion. The "Default Conversion Price" shall be a rate per share equal $0.03. The total number of shares due under any conversion notice will be equal to the Conversion Amount divided by the Conversion Price. Additionally, the Company issued to QCL a five-year Common Stock Purchase Warrant granting QCL the right to purchase up to 1,911,111 shares of the Company common stock at an exercise price of $0.05 per share, subject to adjustments as fully set forth therein. The NPA, QCL Note, and the QCL Warrant contain customary terms, conditions, relative restrictions, and other such terms governing the NPA, QCL Note, and the QCL Warrant. About GrowLife GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- focuses on functional mushroom business opportunities. The Company sees a growing market, intends to service its existing distribution channel and will build on opportunities in the medicinal mushroom industry. GrowLife reported a net loss of $5.47 million for the year ended Dec. 31, 2021, compared to a net loss of $6.38 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $3.28 million in total assets, $10.35 million in total current liabilities, $136,873 in total long term liabilities, and a total stockholders' deficit of $7.20 million. Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 16, 2022, citing that the Company has suffered recurring losses from operations, incurred negative cash flows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. IDAHO HEALTH: Unsecureds to Get $5K per Month for 60 Months ----------------------------------------------------------- Idaho Health Data Exchange, Inc. filed with the U.S. Bankruptcy Court for the District of Idaho a Subchapter V Plan of Reorganization dated November 10, 2022. The Idaho Health Data Exchange (IHDE) was created in 2008 to establish a statewide Health Information Exchange (HIE) as a result of the efforts of the HQPC and was funded initially through appropriations by Idaho's Legislature. The Chapter 11 filing allows IHDE to continue to provide its critical and essential services for the healthcare community and citizens in the State of Idaho while more efficiently resolving all outstanding contract disputes through an orderly and structured process in federal court. The Chapter 11 filing also allows IHDE to work to pay creditors while simultaneously working through a restructuring plan that assures IHDE continued progress towards its primary goal of sustainable business operations. Class 1 consists of the Secured claim of Cureous Innovations. Debtor disputes the secured status of this claim as well as the claim itself (see Adv. Case No. 22-06018- JMM). Upon the conclusion of the Adversary Case, to the extent any of this claim is allowed, it shall be treated as unsecured, and paid as part of the payments to Class # 3. Class 2 consists of the Claim of Orion Health. This class consists of the portion of Orion Health obligation that was a separate promissory note. This promissory note obligation remained as a separate obligation in the most-recent addendum between the Debtor and Orion, and is tied to Orion's and the Debtor's continued obligations under the executory contract with Orion. The note obligation is unsecured, but because it is tied to continued performance by Orion under it's executory contract, it is classified separately from other unsecured creditors (which do not have the same continued performance contingencies). The Debtor proposes the note obligation portion of the executory contract (including any outstanding amounts owed for project work) be re-amortized over a thirty-year repayment period, bearing interest at 5% per annum, with monthly payments on this obligation of $15,000.00. After 120 months of $15,000.00 payments (which shall begin on the Effective Date), the Debtor will make a balloon payment of the final unpaid principal amount. Class 3 consists of General Unsecured Claims. The Debtor will make a monthly payment of $5,000.00 to creditors in this class (split prorate between all creditors with allowed claims) for a period of sixty months. This Class is Impaired. Debtor shall retain all assets and income, except as outlined in this Plan. The Debtor intends to fund its plan through regular monthly payments to creditors. These monthly payments will be made from the income the Debtor receive from the operation of its business. The Debtor believes that the Debtor will have enough cash on hand on the Effective Date of this Plan to pay all the Claims and expenses that are entitled to be paid on that date. The Debtor anticipates holding approximately $447,000.00 on the Effective Date. Further plan payments will be paid from continuing operating funds of the Debtor and recovery of preference transfer funds. The ability to meet future plan obligations is dependent on the Debtor maintaining an adequate cash surplus during the early part of the plan period such that there is adequate cash margin during the low-cash part of the plan period caused by constraints on invoice timing. A full-text copy of the Subchapter V Plan dated November 10, 2022, is available at https://bit.ly/3UFLehY from PacerMonitor.com at no charge. Attorney for Debtor: Matthew T. Christensen, Esq. Chad R. Moody, Esq. Johnson May, PLLC 199 N. Capitol Blvd., Suite 200 Boise, ID 83702 Phone: (208) 384-8588 Fax: (208) 629-2157 Email: mtc@johnsonmaylaw.com crm@johnsonmaylaw.com About Idaho Health Data Exchange Idaho Health Data Exchange Inc. -- https://idahohde.org/ -- is a secure statewide internet-based health information exchange with the goal of improving the quality and coordination of health care in Idaho. Idaho Health Data Exchange filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 22-00355) on Aug. 12, 2022, listing as much as $10 million in both assets and liabilities. Matthew W. Grimshaw, Esq., at Grimshaw Law Group, P.C. serves as Subchapter V trustee. Judge Joseph M. Meier oversees the case. Matthew Todd Christensen, Esq., at Johnson May, PLLC is the Debtor's counsel. INFOVINE INC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: InfoVine, Inc. 2748 Bingle Rd B Houston, TX 77055-1135 Business Description: The Debtor is engaged in printing and related support activities. Chapter 11 Petition Date: November 15, 2022 Court: United States Bankruptcy Court Southern District of Texas Case No.: 22-33393 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: Reese W. Baker, Esq. BAKER & ASSOCIATES 950 Echo Ln Ste 300 Houston, TX 77024-2824 Email: courtdocs@bakerassociates.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lorena Igesias as president/CEO. 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/CEUVEJI/InfoVine__txsbke-22-33393__0001.0.pdf?mcid=tGE4TAMA INNOVATION PHARMACEUTICALS: Posts $1.4M Net Loss in First Quarter ----------------------------------------------------------------- Innovation Pharmaceuticals Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.43 million on zero revenue for the three months ended Sept. 30, 2022, compared to a net loss of $2.05 million on zero revenue for the three months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $9.34 million in total assets, $5.92 million in total liabilities, and $3.42 million in total stockholders' equity. As of Sept. 30, 2022, the Company has negative working capital of $2.0 million. As of Sept. 30, 2022, the Company's cash amounted to $3.0 million and current liabilities amounted to $5.1 million. Innovation said, "The Company has expended substantial funds on its clinical trials and expects to continue our spending on research and development expenditures. We expect to incur further losses in the development of our business and have been dependent on funding operations from inception. These conditions raise substantial doubt about our ability to continue as a going concern. Management's plans include continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives. These factors raise a 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/1355250/000147793222008313/ipix_10q.htm About Innovation Pharmaceuticals Innovation Pharmaceuticals Inc. (IPIX) -- http://www.IPharmInc.com -- is a clinical stage biopharmaceutical company developing a portfolio of innovative therapies addressing multiple areas of unmet medical need, including inflammatory diseases, cancer, infectious disease, and dermatologic diseases. Innovation Pharmaceuticals reported a net loss of $7.04 million for the year ended June 30, 2022, compared to a net loss of $13.87 million for the year ended June 30, 2021. As of June 30, 2022, the Company had $10.38 million in total assets, $5.65 million in total liabilities, and $4.73 million in total stockholders' equity. Farmington, Utah-based Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC), the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 28, 2022, citing that the Company has negative working capital, has suffered losses and negative cash flow from operations, which raise substantial doubt about its ability to continue as a going concern. JUMAS FOOD: May Use Cash Collateral Thru Dec. 6 ----------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina entered an interim order authorizing Jumas Food Mart, LLC to use cash collateral. The Court will hold a further hearing on the Debtor's request on December 6. As reported by the Troubled Company Reporter, Jumas Food Mart said it requires the use of cash collateral to pay on-going costs of operating the business and insuring, preserving, repairing, and protecting all its tangible assets. The Debtor obtained a loan from Civic Financial Services, LLC on December 21, 2018, in the original principal amount of $368,000 secured by a deed of trust recorded in Book 8571, Page 303 of the Durham County Register of Deeds Office, encumbering real property located at 301 E Umstead Street, Durham, North Carolina and 905 North Hyde Park, Durham, North Carolina. At present, this property is not yet generating rental income but is available to be rented. As of the Petition Date, the total principal balance to Civic Financial was approximately $164,000. As of the Petition Date, three UCC-1 Financing Statements were of record with the North Carolina Secretary of State's Office based upon merchant lender agreements between the Debtor and these merchant lenders: a. File number 20180008427C, filed on January 26, 2018, by IMS Fund LLC as the secured party, asserting a lien in all accounts and receivables, which the Debtor believes has been satisfied in full; b. File number 2021048611G, filed on April 15, 2021, by Natural Capital Investment Fund, Inc. as the secured party, asserting a lien on all inventory, chattel paper, accounts, equipment, general intangibles, consumer goods, and fixtures, with an outstanding balance of approximately $65,000; and c. File number 20210140295H, filed on October 18, 2021, by Ascendus, Inc. and LISC Fund Management LLC naming Jumas Food Mart, LLC d/b/a Jumas Food Mart and Benard Juma Ogomo as the debtors, and asserting a lien on all asserts of the debtors, with an approximate balance of $98,000 outstanding. The Debtor intends to treat this claim as an unsecured claim, as the financing statement does not appear in a standard search of the Debtor's name and is therefore seriously misleading. The Debtor proposed that: -- the secured creditors whose cash is used will have a continuing post-petition replacement liens and security interests in all property and categories of property of the same extent, validity, and priority as said creditor held pre-petition to the extent of any cash collateral used; and -- the use of cash collateral will be limited to the uses as generally projected in the proposed budget and as set forth in the proposed Interim Order, or as may otherwise be approved by the Court after further notice and a hearing. A copy of the Debtor's motion and budget is available at https://bit.ly/3MWL7vH from PacerMonitor.com. The Debtor projects $11,200 in receipts and $9,270 in total expenses. About Jumas Food Mart, LLC Jumas Food Mart, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-80201) on October 17, 2022. In the petition filed by Benard Ogomo, member-manager, the Debtor disclosed up to $500,000 in both assets and liabilities. Laurie B. Biggs, Esq., at Biggs Law Firm PLLC, is the Debtor's legal counsel. KINTARA THERAPEUTICS: Incurs $4.6 Million Net Loss in First Quarter ------------------------------------------------------------------- Kintara Therapeutics, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.60 million for the three months ended Sept. 30, 2022, compared to a net loss of $5.97 million for the three months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $13.21 million in total assets, $3.59 million in total liabilities, and $9.62 million in total stockholders' equity. At Sept. 30, 2022, Kintara had cash and cash equivalents of approximately $7.1 million. During the quarter ended Sept. 30, 2022, Kintara completed the sale of common shares under a purchase agreement with Lincoln Park for net proceeds to the Company of approximately $1.9 million. For the three months ended Sept. 30, 2022, the Company reported a negative cash flow from operations of $6,369,000. The Company had an accumulated deficit of $141,316,000 and had cash and cash equivalents of $7,085,000 as of Sept. 30, 2022. Kintara stated, "We are in the clinical stage and have not generated any revenues to date. We do not have the prospect of achieving revenues until such time that our product candidates are commercialized, or partnered, which may not ever occur. On August 2, 2022, we entered into a stock purchase agreement under which we received approximately [$1,908,000] in net proceeds as of September 30, 2022 which is the current maximum amount available under the stock purchase agreement due to ownership limitations under Nasdaq rules. Even with the proceeds from this financing, we will require additional funding to maintain our clinical trials, research and development projects, and for general operations. These circumstances indicate substantial doubt exists about our ability to continue as a going concern within one year from the date of filing of these condensed consolidated interim 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/1498382/000095017022023988/ktra-20220930.htm About Kintara Located in San Diego, California, Kintara Therapeutics, Inc. (formerly DelMar Pharmaceuticals) is dedicated to the development of novel cancer therapies for patients with unmet medical needs. Kintara is developing two late-stage, Phase 3-ready therapeutics for clear unmet medical needs with reduced risk development programs. The two programs are VAL-083 for GBM and REM-001 for CMBC. Kintara reported a net loss of $22.66 million for the year ended June 30, 2022, compared to a net loss of $38.30 million for the year ended June 30, 2021. As of June 30, 2022, the Company had $15.95 million in total assets, $4.15 million in total liabilities, and $11.79 million in total stockholders' equity. San Francisco, CA-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Sept. 27, 2022, citing that the Company 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. LIQUIDMETAL TECHNOLOGIES: Incurs $571K Net Loss in Third Quarter ---------------------------------------------------------------- Liquidmetal Technologies, Inc., has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $571,000 on $18,000 of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $1.40 million on $406,000 of total revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $1.85 million on $306,000 of total revenue compared to a net loss of $2.72 million on $721,000 of total revenue for the same period during the prior year. As of Sept. 30, 2022, the Company had $33.73 million in total assets, $1.29 million in total liabilities, and $32.43 million in total shareholders' equity. Liquidmetal stated, "We have a relatively limited history of selling bulk amorphous alloy products and components on a mass-production scale. Furthermore, the ability of future contract manufacturers to produce our products in desired quantities and at commercially reasonable prices is uncertain and is dependent on a variety of factors that are outside of our control, including the nature and design of the component, the customer's specifications, and required delivery timelines. These factors have previously required that we engage in equity sales under various stock purchase agreements to support its operations and strategic initiatives." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1141240/000143774922026927/lqmt20220930_10q.htm About Liquidmetal Technologies Lake Forest, California-based Liquidmetal Technologies, Inc. -- http://www.liquidmetal.com-- is a materials technology company that develops and commercializes products made from amorphous alloys. The Company's family of alloys consists of a variety of bulk alloys and composites that utilize the advantages offered by amorphous alloys technology. The Company designs, develops and sells products and custom parts from bulk amorphous alloys to customers in a wide range of industries. The Company also partners with third-party manufacturers and licensees to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss of $3.38 million for the year ended Dec. 31, 2021, a net loss of $2.64 million for the year ended Dec. 31, 2020, and a net loss of $7.43 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $34.26 million in total assets, $1.23 million in total liabilities, and $33.03 million in total shareholders' equity. M RENTAL BROOKLYN: Case Summary & 11 Unsecured Creditors -------------------------------------------------------- Debtor: M Rental Brooklyn LLC 744 Lefferts Street Apt. 4R Brooklyn, NY 11203 Business Description: The Debtor is the fee simple owner of a real property located at 517 Brooklyn Avenue Brooklyn, New York valued at $5.49 million. Chapter 11 Petition Date: November 15, 2022 Court: United States Bankruptcy Court Eastern District of New York Case No.: 22-42858 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Avrum J. Rosen, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New St Huntington, NY 11743-3327 Tel: 631-423-8527 Fax: 631-423-4536 Email: arosen@ajrlawny.com Total Assets: $5,490,000 Total Liabilities: $6,314,894 The petition was signed by Rafi Manor, managing member of M1 Development LLC. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UKU3XPY/M_Rental_Brooklyn_LLC__nyebke-22-42858__0001.0.pdf?mcid=tGE4TAMA MARINER HEALTH: Taps Pillsbury as Counsel for Independent Director ------------------------------------------------------------------ Mariner Health Central, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of California to employ Pillsbury Winthrop Shaw Pittman LLP as counsel to Craig Barbarosh, the Debtors' independent director. The firm will render these services: (a) advise Mr. Barbarosh on any relevant governance matters relating to his roles with the Debtors; (b) perform an investigation into the corporate separateness of the Debtors and the affiliates, and any potential claims or rights the Debtors may have against the affiliates in these bankruptcy cases; and (c) advise regarding Mr. Barbarosh's duties as the independent director. The hourly rates of the firm's counsel and staff are as follows: Leo T. Crowley $1,490 Joshua D. Morse $1,145 Claire K. Wu $930 Alana A. Lyman $600 In addition, the firm will seek reimbursement for expenses incurred. Joshua Morse, Esq., an attorney at Pillsbury Winthrop Shaw Pittman, 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: Joshua D. Morse, Esq. Pillsbury Winthrop Shaw Pittman LLP Four Embarcadero Center, 22nd Floor San Francisco, CA 94111 Telephone: (415) 983-1202 Facsimile: (415) 309-6833 Email: joshua.morse@pillsburylaw.com About Mariner Health Central Atlanta-based Mariner Health Central, Inc. provides administrative, clinic and operational support services to skilled nursing facilities, including the 121-bed facility operated by Parkview Operating Company, LP. Mariner and its affiliates, Parkview Operating Company and Parkview Holding Company GP, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The cases were transferred to the U.S. Bankruptcy Court for the Northern District of California (Bankr. D. Del. Lead Case No. 22-41079) on Oct. 25, 2022. The Debtors estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million as of the bankruptcy filing. Judge William J. Lafferty oversees the cases. The Debtors tapped Raines Feldman, LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware counsel; and SierraConstellation Partners, LLC as restructuring advisor. Lawrence Perkins, chief executive officer of SierraConstellation, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Robinson & Cole, LLP. On Sept. 16, 2022, Craig Barbarosh was appointed as the Debtors' independent director. Pillsbury Winthrop Shaw Pittman LLP serves as the independent director's counsel. MISTER ROBERTS: Seeks to Hire Baker & Associates as Legal Counsel ----------------------------------------------------------------- Mister Roberts Furniture, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Baker & Associates as its legal counsel. The firm will render these services: (a) analyze the financial situation and render advice and assistance to the Debtor; (b) advise the Debtor with respect to its duties; (c) prepare and file all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions, and other legal papers; (d) represent the Debtor at the first meeting of creditors and such other services as may be required during the bankruptcy proceedings; (e) represent the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; (f) prepare and file a Disclosure Statement (if required) and Chapter 11 plan of reorganization; and (g) assist the Debtor in any matters relating to or arising out of the captioned case. Prior to the petition date, the firm received a retainer in the amount of $11,768 from the Debtor. The Debtor will compensate Baker & Associates in accordance with its normal billing practice and will reimburse for its necessary disbursement and expenses. Reese Baker, Esq., an attorney at Baker & Associates, 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: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane, Ste. 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About Mister Roberts Furniture Mister Roberts Furniture, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 22-33098) on Oct. 18, 2022, with up to $500,000 in both assets and liabilities. Robert Way, president of Mister Roberts Furniture, signed the petition. Judge Christopher Lopez oversees the case. Reese W. Baker, Esq., at Baker & Associates, is the Debtor's legal counsel. MOUNTAIN PROVINCE: Incurs C$7.2 Million Net Loss in Third Quarter ----------------------------------------------------------------- Mountain Province Diamonds Inc. reported a net loss of C$7.18 million on C$110.12 million of sales for the three months ended Sept. 30, 2022, compared to net income of C$8.76 million on C$94.21 million of sales for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported net income of C$39.77 million on C$292.54 million of sales compared to net income of C$38.55 million on C$223.58 million of sales for the same period in 2021. As of Sept. 30, 2022, the Company had C$966.17 million in total assets, C$435.42 million in current liabilities, C$27.75 million in Dunebridge junior credit facility, C$223,000 in lease obligations, C$74.44 million in decommissioning and restoration liability, C$36.40 million in deferred income tax liabilities, and C$391.93 million in total shareholders' equity. Mark Wall, the Company's president and chief executive officer, commented: "The third quarter was incredibly positive for the company on many levels. Firstly, the non-binding term sheet for debt refinancing of US$190 million with a three-year term with a 9% coupon. Production in the third quarter saw improvement from both Q1 & Q2 which was the result of detailed operational and maintenance focus. "The discovery of the Hearne Northwest Extension reported during Q2 has been the source of ongoing work and those results provide the opportunity to consider the feasibility of underground extraction of diamonds at Gahcho Kue in the future to extend the mine life, as we have seen in other diamond mines in the Northwest Territories. We continue to work on these opportunities." "With all of this happening to achieve the highest revenue quarter in the Company's history in Q3 is a very encouraging result." A full-text copy of the Quarterly Report is available for free at: https://www.sec.gov/Archives/edgar/data/1004530/000127956922001842/ex992.htm About Mountain Province Mountain Province Diamonds Inc. 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. 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. MUSCLE MAKER: Posts Third Quarter Net Loss of $1.9 Million ---------------------------------------------------------- Muscle Maker, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.90 million on $2.82 million of total revenues for the three months ended Sept. 30, 2022, compared to a net loss of $432,630 on $3.30 million of total revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $5.56 million on $8.67 million of total revenues compared to a net loss of $5.27 million on $7.37 million of total revenues for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $25.38 million in total assets, $6.45 million in total liabilities, and $18.93 million in total stockholders' equity. The Company's primary source of liquidity is cash on hand. As of Sept. 30, 2022, the Company had a cash balance, a working capital surplus and an accumulated deficit of $11,673,247, $10,391,111, and $76,950,413, respectively. During the three and nine months ended Sept. 30, 2022, the Company incurred a pre-tax net loss of $1,895,118 and $5,541,559, respectively, and net cash used in operations of $3,413,527 and $4,941,096 for the nine months ended Sept. 30, 2022, and 2021, respectively. The Company believes that its existing cash on hand and future cash flows from its franchise operations, will be sufficient to fund its operations, anticipated capital expenditures and repayment obligations over the next twelve months. Michael Roper, CEO of Muscle Maker, Inc., commented, "The recently posted year-to-date 2022 financial results compared to 2021 show a continued improvement in our operating metrics and profits as we focus on optimizing the Muscle Maker Grill brand and expanding Pokemoto. Our year-to-date operating profits, as a percentage of total revenue, improved 8%, even with inflationary pressures. While our year-to-date food and paper costs, as a percentage of restaurant sales, remained fairly consistent, we were able to reduce labor costs by roughly 6%, rent by 2% and other restaurant expenses by more than 2%. While we continue to see inflationary pressures, we believe that we have managed these expenses to date and continue to look for ways to improve operational and SG&A performance. "As we continue to manage performance of the corporate owned locations, we believe the key to our growth and performance is directly tied into growing the Pokemoto brand and leveraging the corporate teams background in growth through franchising. It's one thing to sell franchise agreements which helps our overall cash flow, it's even more important to get these locations open which drives high margin franchise royalty fee revenue into the system. There is a sales-to-grand-opening life cycle that each franchise location progresses through. This is from the initial contact, FDD disclosure timeframe, lease negotiation, buildout and training. Q3 marked the first Pokemoto franchise locations that passed through the entire life cycle. As we move forward, we intend to proceed with the sold locations continuing to move into open locations with the goal of further driving franchise royalty fee revenue. As a reminder, we generate initial franchise fees of up to $25,000 per franchise location upon signing the franchise agreement and then additional franchise royalty fee revenue of up to 6% of franchisee net sales each month once they are opened." Roper continued, "As of September 30, 2022, we had cash in excess of $11.6M which allows us the ability to both execute against our growth strategy but also keeps open the option of potential strategic acquisitions or partnerships. We believe we have positioned our company for growth in all facets and we look forward to a strong finish for 2022." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1701756/000149315222031249/form10-q.htm About Muscle Maker Headquartered in League City, Texas, Muscle Maker, Inc. is the parent company of "healthier for you" brands delivering food options to consumers through traditional and non-traditional locations such as military bases, universities, ghost kitchens, delivery and direct to consumer ready-made meal prep options. Brands include Muscle Maker Grill restaurants, Pokemoto Hawaiian Poke, SuperFit Foods meal prep and multiple ghost kitchen brands such as Meal Plan AF, Wrap it up Wraps, Bowls Deep, Burger Joe's, MMG Smoothies, Mr. Tea's House of Boba, Gourmet Sandwich Co and Salad Vibes. Muscle Maker reported a net loss of $8.18 million for the year ended Dec. 31, 2021, a net loss of $10.10 million for the year ended Dec. 31, 2020, and a net loss of $28.39 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $29.89 million in total assets, $7.33 million in total liabilities, and $22.56 million in total stockholders' equity. MYOMO INC: Reports $2.8 Million Net Loss for Third Quarter ---------------------------------------------------------- Myomo, Inc. has filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission disclosing a net loss of $2.83 million on $3.97 million of revenue for the three months ended Sept. 30, 2022, compared to a net loss of $2.06 million on $4.38 million of revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $8.55 million on $11.51 million of revenue compared to a net loss of $7.64 million on $9.82 million of revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $12.16 million in total assets, $4.33 million in total liabilities, and $7.82 million in total stockholders' equity. Myomo stated, "In light of our cash burn rate, we, believe that our available cash and cash equivalents as of September 30, 2022, including remaining availability under the Exchange Cap of the Purchase Agreement raises substantial doubt about our ability to continue as a going concern within one year after the date that the accompanying financial statements are issued. Based upon our working capital and projected continued operating losses, we expect that the cash we currently have available will fund our operations into the third quarter of 2023. Thereafter, we expect to need to raise further capital. We expect to have access to additional capital resources through obtaining shareholder approval to sell the Maximum Amount under the Purchase Agreement with Keystone, which we intend to seek at a special Shareholders Meeting scheduled for December 7, 2022, a public or private equity offering, exercises of warrants, payment of the remaining license fee by our joint venture partner in China, or entering into a debt arrangement to support our future operations and to further execute our business plan. In conjunction with the Purchase Agreement with Keystone, we reduced the amount of common stock that we could offer under our ATM facility to $0.3 million, representing the amount that we could offer and sell under our Registration Statement on Form S-3, after taking into account offers and sales under the equity line facility, in reliance on General Instruction I.B.6 of Form S-3]. There were no sales under our ATM facility during the nine months ended September 30, 2022. Further, additional debt financing may require us to pledge certain assets and enter into covenants that could restrict certain business activities or our ability to incur further indebtedness and may contain other terms that are not favorable to our stockholders or us. Our operating needs include costs to operate our business, including amounts required to fund working capital and capital expenditures. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully increase sales of our products and services and reimbursement of our products by CMS and commercial insurance payers. "Our plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern are primarily focused on raising additional capital as discussed above, increasing the number of patients in our pipeline, increasing the number of authorizations we receive and associated deliveries of our products to patients from each lead that we generate, executing on our plans to bring our pediatric product to market and continued work with CMS and their administrative contractors regarding reimbursement of our products. Our success is dependent upon reimbursement of our products by insurance companies and government-controlled health care plans such as Medicare and Medicaid in the United States and Statutory Health Insurance plans in Germany, which could prevent our revenues from growing to the level necessary to achieve cash flow breakeven. "If we are unable to obtain adequate funds on reasonable terms, we may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms. There can be no assurance we will be successful in implementing our plans to alleviate substantial doubt." Management Commentary "The growth in the patient pipeline we reported in the second quarter resulted in sequential growth in authorizations and orders in the third quarter," stated Paul R. Gudonis, Myomo's chairman and chief executive officer. "As a result, we are carrying a record-high backlog into the fourth quarter. Fourth quarter backlog also includes our highest quarterly total for orders from the VA channel, which accounts for more than 10% of the backlog. Pipeline additions continued to be strong in the third quarter, leading to a record number of candidates in the insurance reimbursement process. We have learned from the challenges experienced a year ago due to competition from holiday and election advertising, leading us to fine-tune our marketing efforts to maximize lead generation, while minimizing expected growth in cost per pipeline add in the fourth quarter." "We expect to be able to report modest sequential product revenue growth in the fourth quarter," said Gudonis. "While growing the pipeline will be seasonally challenging in the fourth quarter due to competition from holiday and election advertising, we expect to enter 2023 with a much larger pipeline than we entered 2022, positioning the Company for stronger product revenue growth in 2023." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1369290/000095017022024522/myo-20220930.htm About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurologicaldisorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $10.37 million for the year ended Dec. 31, 2021, a net loss of $11.56 million for the year ended Dec. 31, 2020, a net loss of $10.71 million for the year ended Dec. 31, 2019, and a net loss of $10.32 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $14.56 million in total assets, $4.21 million in total liabilities, and $10.35 million in total stockholders' equity. NEONODE INC: Posts $800K Net Loss in Third Quarter -------------------------------------------------- Neonode Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the company of $800,000 on $1.22 million of total revenues for the three months ended Sept. 30, 2022, compared to a net loss attributable to the company of $1.72 million on $962,000 of total revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss attributable to the company of $3.73 million on $3.80 million of total revenues compared to a net loss attributable to the company of $4.95 million on $4.35 million of total revenues for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $17.79 million in total assets, $1.90 million in total liabilities, and $15.89 million in total stockholders' equity. THE CEO'S COMMENTS "Our net revenues were higher and our operating expenses were lower during the third quarter than in the corresponding period last year. We are pleased to see that our efforts to grow sales and control costs generated results. We continue our focused work to expand our business and remain optimistic about the potential of our products and technology platforms. This said, we are not satisfied with the results we have achieved so far. Our sales and growth continue to be affected by several factors, including long sales and product launch cycles in the segments where we are active. Our business is also affected by COVID-19 lockdowns and semi-conductor shortage issues that our customers must navigate. We continue to take measures to mitigate these issues," said Dr. Urban Forssell, Neonode's CEO. "Our products business continues to develop and we are seeing a growing interest in our Touch Sensor Modules ("TSM") from both elevator and interactive kiosk customers. One driver is the increased interest for holographic display applications we are seeing from different equipment manufacturers and end customers. We continue to work to expand the TSM business and increase our sales volumes in Japan, South Korea, and in other markets," continued Dr. Forssell. "In developing our licensing business we focus on automotive OEM and tier 1 customers mainly, and we are encouraged by the interest we are seeing for our object detection, gesture sensing, and driver and in-cabin monitoring solutions. Short- and medium-term the revenue potential in this segment is from sales of non-recurring engineering services in application development projects linked to new vehicle platforms. Long-term these projects may lead to increased license revenues, typically through royalty payments per vehicle produced," concluded Dr. Forssell. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/87050/000121390022070864/f10q0922_neonodeinc.htm About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring. Neonode reported a net loss attributable to the company of $6.45 million for the year ended Dec. 31, 2021, a net loss attributable to the company of $5.61 million for the year ended Dec. 31, 2020, and a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $19.11 million in total assets, $2.25 million in total liabilities, and $16.86 million in total stockholders' equity. NEWTON CONSTRUCTION: Hires Swan and Gardiner as Accountant ---------------------------------------------------------- Newton Construction LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Swan and Gardiner as accountant. The firm will provide these services: The firm's services include: -- assist in the determination of tax issues; and -- preparation of federal income tax returns. The firm will be paid at these rates: Partner $300 per hour Tax Manager $175 per hour Bookkeeper $125 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sandra Troxel-Stahl, partner of the accounting firm, Swan and Gardiner, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sandra Troxel-Stahl, CPA Swan and Gardiner, LLC 9005 W. Sahara Avenue Las Vegas, NV 89117 Tel: (702) 869-9700 Fax: (702) 313-9900 About Newton Construction LLC Newton Construction LLC is a general contractor in North Las Vegas, Nevada. Newton Construction filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-13186) on Sept. 3, 2022. In the petition filed by John Newton, the Debtor reported assets between $100,000 and $500,000 and liabilities between $500,000 and $1 million. Corey B. Beck of LAW OFFICE OF COREY B. BECK P.C. is the Debtor's counsel. NGL ENERGY: Posts $3.6 Million Net Income in Second Quarter ----------------------------------------------------------- NGL Energy Partners LP has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $3.61 million on $2 billion of total revenues for the three months ended Sept. 30, 2022, compared to a net loss of $1.21 million on $1.75 billion of total revenues for the three months ended Sept. 30, 2021. For the six months ended Sept. 30, 2022, the Company reported net income of $26.71 million on $4.50 billion of total revenues compared to a net loss of $135.71 million on $3.24 billion of total revenues for the six months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $6.11 billion in total assets, $1.20 billion in total current liabilities, $3.44 billion in long-term debt (net of debt issuance costs), $62.09 million in operating lease obligations, $104.13 million in other noncurrent liabilities, $551.10 million in Class D 9.00% preferred units, and $740.76 million in total equity. NGL stated, "Our principal sources of liquidity and capital resource requirements are the cash flows from our operations, borrowings under our asset-based revolving credit facility ("ABL Facility"), debt issuances and the issuance of common and preferred units. We expect our primary cash outflows to be related to capital expenditures, interest and repayment of debt maturities. "We believe that our anticipated cash flows from operations and the borrowing capacity under our ABL Facility will be sufficient to meet our liquidity needs, including the repayment of the 2023 Notes. Our borrowing needs vary during the year due in part to the seasonal nature of certain businesses within our Liquids Logistics segment. Our greatest working capital borrowing needs generally occur during the period of June through December, when we are building our natural gas liquids inventories in anticipation of the butane blending and heating seasons. Our working capital borrowing needs generally decline during the period of January through March, when the cash inflows from our Liquids Logistics segment are the greatest. In addition, our working capital borrowing needs vary with changes in commodity prices." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1504461/000150446122000020/ngl-20220930.htm About NGL Energy NGL Energy Partners LP is a diversified midstream energy partnership that transports, treats, recycles and disposes of produced water generated as part of the energy production process as well as transports, stores, markets and provides other logistics services for crude oil and liquid hydrocarbons. Originally formed in September 2010, the Company is a Delaware master limited partnership and its business is currently organized into the following three segments: (a) Water Solutions segment; (b) Crude Oil Logistics segment; and (c) Liquids Logistics segment. NGL Energy reported a net loss of $184.10 million for the year ended March 31, 2022, a net loss of $639.19 million for the year ended March 31, 2021, and a net loss of $398.78 million for the year ended March 31, 2020. NORTHWEST SENIOR HOUSING: Bond Trustee, DIP Lender Submit Sale Plan ------------------------------------------------------------------- Northwest Senior Housing Corporation and Senior Quality Lifestyles Corporation have a Chapter 11 Plan that is being proposed by (i) UMB Bank, N.A., in its capacity as successor bond trustee and master trustee for the Original Bonds and (ii) UMB Bank, N.A., in its capacity lender under the DIP Credit Agreement. Northwest Senior Housing Corporation d/b/a Edgemere, is a not-for-profit corporation that owns and operates a best-in-class continuing care retirement community on land owned by Intercity Investments Properties, Inc. (the "Landlord") in Dallas, Texas. The Plan contemplates the sale of substantially all of the Debtors' assets. The Plan Sponsors say they have selected an initial Purchaser, Bay 9 Holdings LLC or its designee (the "Stalking Horse Bidder") as a starting point towards maximizing the value of the Debtors' estates. The proposed sale process will subject the initial Purchaser's bid of $48.5 million, subject to certain adjustments set forth in the Asset Purchase Agreement, to higher and better bids, with an Auction to be conducted if a competing qualified bid is received. The Asset Purchase Agreement contemplates the rejection of all Residency Agreements, provided that any Purchaser shall offer to all Current Residents a monthly rental agreement, in the form to be filed with the Plan Supplement, which shall provide similar services to Current Residents as provided prior to the Closing Date. Upon the Closing of the sale, all Net Proceeds therefrom, after payments required under the Plan to pay any unpaid Allowed Administrative Claims, Priority Tax Claims, Professional Claims, DIP Facility Claims, the Diminution Claim and the U.S. Trustee Fees, shall be paid to the Trustee for Distribution to holders of the Original Bonds, pursuant to the terms of the Original Bond Documents. Upon the Effective Date, a Litigation Trust will be formed, into which various Causes of Action of the Debtors, including the Landlord Litigation, shall be transferred. The Litigation Trust shall be established for the purposes of (i) liquidating any non-Cash Litigation Trust Assets; (ii) maximizing recovery of the Litigation Trust Assets for the benefit of the holders of Litigation Trust Interests; (iii) distributing the proceeds of the Litigation Trust Assets to holders of the Litigation Trust Interests in accordance with the Plan and the Litigation Trust Agreement; (iv) prosecuting or otherwise resolving Causes of Action comprising Litigation Trust Assets for the benefit of the holders of the Litigation Trust Interests; and (v) winding down the Chapter 11 Cases as provided in the Plan and the Litigation Trust Agreement. The Litigation Trustee will act for the benefit of holders of Litigation Trust Interests in a fiduciary capacity. Holders of Litigation Trust Interests shall consist of Holders of Allowed General Unsecured Claims, including Residents. Holders of Litigation Trust Interests shall receive a Pro Rata share of the Litigation Trust Interests, and associated Distributions, in accordance with the terms of the Plan and the Litigation Trust Agreement. Under the Plan, Class 4 General Unsecured Claims total $243,575,238. This Class consists of all General Unsecured Claims, including Claims of Residents under Residency Agreements and the Bond Deficiency Claim. Allowed General Unsecured Claims shall be payable from a Pro Rata share of the Litigation Trust Proceeds. Holders of Allowed General Unsecured Claims are estimated to receive Distributions ranging from 0% to 50% of their claims, depending on the outcome of the Landlord Litigation, Retained Causes of Action and the liquidation of other Litigation Trust Assets. For the avoidance of doubt, Residents shall also maintain any direct individual claims against Lifespace, which recoveries will reduce the amount of Allowed General Unsecured Claims. Class 4 is impaired. Consistent with the Asset Purchase Agreement, substantially all of the property in the Estates shall be sold to the Purchaser (including such Purchaser to be identified as the winning bidder following an Auction), free and clear of all Liens, Claims, charges, or other encumbrances pursuant to section 1123(a)(5)(D) of the Bankruptcy Code, with all such Liens, Claims, charges or other encumbrances attaching automatically to the Net Proceeds in the same manner, extent, validity and priority as existed on the Closing Date, with the Net Proceeds to be distributed pursuant to this Plan. An initial Purchaser has been identified, whose purchase offer in the amount of $48.5 million (subject to the adjustments in the Asset Purchase Agreement) is subject to higher and better bids. If a competing qualified bid is received by Dec. 27, 2022 at 4:00 p.m. (prevailing Central Time), an Auction shall be held on December 28, 2022 at 10:00 a.m. (prevailing Central Time) to determine the ultimate Purchaser. Upon the Closing of the Sale Transaction, all Net Proceeds therefrom after payments required under the Plan to pay any unpaid Allowed Administrative Claims, Priority Tax Claims, Professional Claims, DIP Facility Claims, Diminution Claim and the U.S. Trustee Fees, shall be paid to the Trustee for Distribution to holders of Original Bonds, pursuant to the terms of the Original Bond Documents. Counsel to the Plan Sponsors: J. Frasher Murphy, Esq. Thomas J. Zavala, Esq. HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 Telephone: (214) 651-5000 E-mail: frasher.murphy@haynesboone.com tom.zavala@haynesboone.com - and - Daniel S. Bleck, Esq. Eric Blythe, Esq. Kaitlin R. Walsh, Esq. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY, AND POPEO, PC One Financial Center Boston, MA 02111 Telephone: (617) 546-6000 E-mail: dsbleck@mintz.com erblythe@mintz.com krwalsh@mintz.com A copy of the Disclosure Statement dated Nov. 2, 2022, is available at https://bit.ly/3FJBL4B from PacerMonitor.com. About Northwest Senior Housing Corp. Northwest Senior Housing Corporation, doing business as Edgemere, is a Texas non-profit corporation and is exempt from federal income taxation as a charitable organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Northwest Senior Housing Corporation was formed for the purpose of developing, owning and operating a senior living community now known as Edgemere. Northwest Senior Housing Corporation and its affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 22-30659) on April 14, 2022. The petitions were signed by Nick Harshfield, treasurer. At the time of the filing, Northwest Senior Housing listed $100 million to $500 million in both assets and liabilities. Judge Michelle V. Larson oversees the cases. Polsinelli, PC and FTI Consulting Inc. serve as the Debtors' legal counsel and business advisor, respectively. Kurtzman Carson Consultants, LLC is the Debtors' notice, claims and balloting agent and administrative advisor. The official committee of unsecured creditors tapped Foley & Lardner, LLP as legal counsel, and Ankura Consulting Group, LLC as financial advisor. The Debtors filed their proposed Chapter 11 plan of reorganization and disclosure statement on August 3, 2022. NORTHWEST SENIOR HOUSING: Nov. 30 Disclosure Statement Hearing -------------------------------------------------------------- Judge Michelle V. Larson has entered an order that all notice periods and related requirements, including pursuant to Bankruptcy Rules 2002 and 9006(f), are reduced as necessary to permit the Authorized Plan Proponents to: (1) file their respective disclosure statements no later than November 2, 2022 at 11:59 p.m. (prevailing Central Time), which shall be considered for approval at the Disclosure Statement Hearing of Northwest Senior Housing Corporation, et al., on November 30, 2022 at 1:30 p.m. (prevailing Central Time); and (2) effectuate prompt service of the same. Objections, if any, to the approval of the Authorized Plan Proponents' Disclosure Statements must be in writing and filed and served no later than November 28, 2022 at 11:59 p.m. (prevailing Central Time). Counsel to the Debtors: Trinitee G. Green, Esq. POLSINELLI PC 2950 N. Harwood, Suite 2100 Dallas, TX 75201 Telephone: (214) 397-0030 Facsimile: (214) 397-0033 E-mail: tggreen@polsinelli.com - and - Jeremy R. Johnson, Esq. Brenna A. Dolphin, Esq. POLSINELLI PC 600 3rd Avenue, 42nd Floor New York, New York 10016 Telephone: (212) 684-0199 Facsimile: (212) 684-0197 E-mail: jeremy.johnson@polsinelli.com bdolphin@polsinelli.com About Northwest Senior Housing Corp. Northwest Senior Housing Corporation, doing business as Edgemere, is a Texas non-profit corporation and is exempt from federal income taxation as a charitable organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Northwest Senior Housing Corporation was formed for the purpose of developing, owning and operating a senior living community now known as Edgemere. Northwest Senior Housing Corporation and its affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 22-30659) on April 14, 2022. The petitions were signed by Nick Harshfield, treasurer. At the time of the filing, Northwest Senior Housing listed $100 million to $500 million in both assets and liabilities. Judge Michelle V. Larson oversees the cases. Polsinelli, PC and FTI Consulting Inc. serve as the Debtors' legal counsel and business advisor, respectively. Kurtzman Carson Consultants, LLC is the Debtors' notice, claims and balloting agent and administrative advisor. The official committee of unsecured creditors tapped Foley & Lardner, LLP as legal counsel, and Ankura Consulting Group, LLC as financial advisor. The Debtors filed their proposed Chapter 11 plan of reorganization and disclosure statement on August 3, 2022. NRP LEASE: Plan Violates Sec. 1129(a)(9), Says Harvest ------------------------------------------------------ Harvest Small Business Finance, LLC, filed an objection to the Amended Chapter 11 Plan of Reorganization of NRP Lease Holdings, LLC, et al. Harvest points out that the Amended Plan violates 11 U.S.C. Sec. 1129(a)(9). The Debtors provide for no payment of any kind as of the effective date of the plan. Instead, Debtors propose a piecemeal treatment to occur the latter of the Initial Distribution Date or 30 days after the request for loan forgiveness has been denied by Final Order following exhaustion of all appeals. The fact the Amended Plan essentially builds in an extension of the deferment period under the loan for vaguely identified litigation further impairs Harvest's interest by leaving no clear point in time in which repayment will begin. The Amended Plan also modifies the maturity date set out in the Notes by extending the commencement of the period triggering the five-year maturity date. The Amended Plan impairs Harvest's interest by modifying the terms of the loans, which is improper. Harvest also asserts that Debtors' proposed treatment of Harvest's claim is contradictory and confusing. Even if Harvest agreed to Debtors' proposed treatment of its administrative claim (which it does not), the proposed treatment is contradictory and confusing. The Amended Plan is a consolidated plan for each of the Debtors. However, the Debtors also propose dismissing two of the consolidated cases (related to 8350 Lyra and 2590 Water Park) following confirmation in order to allow Harvest to seek repayment of $331,672.00 of the PPP Loans by chasing their assets. But, the Amended Plan provides no explanation or detail as to how the dismissal of these two cases would affect the creditor distributions in the remaining consolidated actions. In particular, the Amended Plan acknowledges that creditor Live Oak Banking Company ("Live Oak") holds a "first priority lien and security interest in virtually all of Debtors' assets..." The proposed treatment provides for a surrender of collateral at closed parks (which include the 8350 Lyra and 2590 Water Park assets) to either 1) be sold at auction with the net proceeds remitted to Live Oak, or 2) transferred to one of the remaining operational parks and retain their secured interest. But the Debtors do not address how Harvest would receive any payment, if any, if the 8350 Lyra and 2590 Water Park bankruptcies are dismissed post-confirmation and likely after the sale and/or transfer of their assets to pay Live Oak. Harvest further complains that Debtors propose a "structured dismissal" which cannot be approved by the Court. The Debtors seek court approval to wrap-up two individual bankruptcy estates-after confirmation, no less-without the procedural protections afforded to creditors by the Bankruptcy Code. Attorneys for Harvest Small Business Finance, LLC: Steven J. Brotman, Esq. LOCKE LORD LLP 777 South Flagler Drive Suite 215 East Tower West Palm Beach, FL 33401 Tel.: (561) 833-7700 Fax: (561) 655-8719 E-mail: steven.brotman@lockelord.com About NRP Lease Holdings NRP Holdings, LLC, is a leader in the regional family entertainment center business. Through its operating subsidiaries, NRP Holdings manages eleven parks in Florida, North Carolina, New York, Kansas, Ohio, Texas and Missouri. While the attractions vary by park venue, they typically include miniature golf, laser tag, arcade games, batting cages, go-carts, bumper boats, roller coasters, snack bars and waterslides. NRP Lease Holdings and its affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-04607) on Dec. 5, 2019. The petition was signed by Henry P. Woodburn III, manager. At the time of filing, NRP Lease and Adventure Holdings each estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Richard R. Thames, Esq. at THAMES MARKEY & HEEKIN, P.A., is serving as counsel to the Debtors. NXT ENERGY: Incurs C$1.65 Million Net Loss in Third Quarter ----------------------------------------------------------- NXT Energy Solutions Inc. reported a net loss of C$1.65 million for the three months ended Sept. 30, 2022, compared to a net loss of C$1.43 million for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of C$5.26 million compared to a net loss of C$1.55 million for the nine months ended Sept. 30, 2021. Subsequent to Q3-22, on Oct. 31, 2022 the Company advised that will be offering rights to holders of its common shares for gross proceeds of approximately $4,000,000. Message to Shareholders George Liszicasz, president and CEO of NXT, commented: "Despite our tight financial situation, we are witnessing an increased level of business development and engagement with our customers. This is directly attributable to a number factors such as strong commodity prices and increased exploration activity around the world. The war in the Ukraine and economic consequences of emerging from the pandemic have caused uncertainty, but has increased opportunities for our business. We have responded by increasing the scale and frequency of technical and commercial meetings in targeted markets to secure new survey contracts. Operationally, the aircraft stands ready, having completed all its scheduled maintenance requirements, and is fully prepared for up to 300 flight hours. Additional logistics planning continues and we are in active discussions to arrange ground operations in the targeted survey locations. The recently announced Rights Offering will give the Company sufficient working capital to execute on these opportunities. Collectively, these actions give us confidence in our near term success. On behalf of our Board of Directors and the entire team at NXT, I want to thank all of our shareholders for their continued support." A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/1009922/000117184322007308/exh_991.htm About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$3.12 million for the year ended Dec. 31, 2021, compared to a net loss and comprehensive loss of $6.03 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had C$17.96 million in total assets, C$3.35 million in total liabilities, and C$14.61 million in shareholders' equity. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position are not expected to be sufficient to meet its obligations that raises substantial doubt about its ability to continue as a going concern. PARTY CITY: Fitch Lowers LongTerm IDR to 'CCC' ---------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDR) of Party City Holdco Inc. and its subsidiaries Party City Holdings, Inc., Anagram Holdings, LLC and Anagram International Inc. to 'CCC' from 'B-'. The downgrade reflects the rapid deterioration in Party City's operating and liquidity profile and Fitch's belief that Party City's capital structure is likely untenable. Under Fitch's rating case assumptions, Party City will generate significant negative free cash flow in 2022, and the company has limited liquidity headroom to navigate further operational missteps. Fitch expects Party City's adjusted leverage (including rent capitalized at 8x) to exceed 10x in 2022, and could remain elevated above 8x through 2024. Party City may be challenged to address its capital structure, which substantively matures in 2025/2026, without a default unless operations meaningfully improve over the next 12-18 months. KEY RATING DRIVERS Capital Structure Untenable: Under Fitch's current ratings case, Party City's adjusted leverage (including rent capitalized at 8x) could exceed 10x in 2022 and remain elevated above 8x through 2024. Party City's financial results have steadily weakened in 2022 despite a flattish topline performance, driven by meaningful margin deterioration due to supply chain challenges, rising input costs and mis-execution. Given the likelihood that many of the cost pressures the company has faced in 2022 will persist through at least the first half of 2023, Fitch has decreased confidence that operations will improve materially before its 2025 maturities become current. As a result, Fitch believes there is an increased likelihood that the company could enter into some type of restructuring, including a distressed debt exchange, prior to its 2025 debt maturities. Party City's EBITDA could decline to around $110 million in 2022 before improving toward $130 million in 2023, driven primarily by cost cutting and modest improvements in supply chain and input costs in the second half of the year. Considering Party City needs to generate around $150 million in EBITDA to service both its interest expense and annual capex requirements, the company's capital structure appears untenable given it will need to address upcoming maturities while likely still facing operating challenges. Fitch recognizes that EBITDA could improve above $150 million over the next several years, but the timing and confidence in this turnaround is uncertain and the company will also need to address its 2025 and 2026 maturities before they become current liabilities. Significant Liquidity Deterioration: Party City's liquidity deteriorated to around $120 million as of Sept. 30, 2022 compared to around $356 million at the same time in 2021. Fitch does not expect meaningful liquidity improvement over the next 12 months. Fitch expects Party City could generate negative FCF in excess of $250 million in 2022, driven both by the weak operating performance and significant inventory build. While Party City's FCF could turn modestly positive in 2023 if the company is able to unwind some of its inventory, this would also reduce the borrowing base and availability under its ABL credit facility. Considering the company also has a $23 million notes maturity that it must fund in August 2023, the company's current liquidity profile provides limited headroom for the company to maneuver through additional operational missteps or economic volatility. Leading Player in Party Retail Segment: Party City is a leading retailer of party goods with a global geographic footprint and good market share, in an albeit fragmented segment, in North America. Fitch believes that Party City's party goods category was increasingly disrupted by the discount and e-commerce channels after remaining defensive for years due to low average tickets, significant breadth of inventory in the category and the importance of an in-store experience. While Fitch is not currently projecting a material U.S. recession or significant consumer slowdown in 2022 or 2023, Party City's low ticket-, event- and holiday-driven business mix may be affected if one were to occur. Parent Subsidiary Linkage: Fitch's analysis includes a strong subsidiary/ weak parent approach between the parent, Party City Holdings and its subsidiaries Party City Holdco, Anagram Holdings, LLC and Anagram International Inc. Fitch assesses the quality of the overall linkage as high that results in an equalization of IDRs. DERIVATION SUMMARY Party City's 'CCC' Long-Term Issuer Default Rating (IDR) reflects the rapid deterioration in Party City's operating and liquidity profile, and Fitch's belief that Party City's capital structure is likely untenable. Under Fitch's rating case assumptions, Party City will generate significant negative free cash flow in 2022, and the company has limited liquidity headroom to navigate further operational missteps. Fitch expects Party City's adjusted leverage (including rent capitalized at 8x) to exceed 10x in 2022, and could remain elevated above 8x through 2024. Party City may be challenged to address its capital structure, which substantively matures in 2025/2026, without a default unless operations meaningfully improve over the next 12-18 months. Fitch's similarly rated retail coverage includes Rite Aid Corporation, which was recently downgraded to 'C' from 'B-'/Negative following its proposed tender offer, which Fitch views as a Distressed Debt Exchange (DDE), as it requires bondholders to consider a below-par tender offer or risk collateral and covenants being stripped from the notes. Rite Aid's credit profile assessment also considers its weak position in the relatively stable U.S. drug retail business, its limited FCF, and its high adjusted leverage (capitalizing rent expense at 8x), projected in the mid-7x range in 2022. KEY ASSUMPTIONS - Fitch expects Party City's 2022 revenue could decline around 2% (essentially flat in 1H22) to $2.1 billion, despite nominal benefits from inflation, on some pullback in consumer spending in the category and possible trade-down to lower priced competitors such as general merchandisers and discounters. Revenue could be flat in 2023 as a result of a softening macro-economic backdrop, before growing modestly thereafter assuming some of Party City's topline initiatives are successful. - EBITDA in 2022 is expected to be around $110 million, down from $240 million in 2021 driven by higher supply chain and input costs, higher inventory costs and lower sales. Margins could decline to the 5% range in 2022 from 11% in 2021. Assuming some rebound in margins over the next several years, driven by cost cutting initiatives and gradual reduction in supply chain and input costs, EBITDA could improve toward $175 million by 2024, with margins around 9%. - FCF, which averaged around breakeven over the past four years, could be an outflow of around $270 million in 2022 given challenged EBITDA and inventory build. FCF could be positive in 2023 as a result of modest EBITDA improvements and the unwinding of some working capital, and break even to positive in 2024. - Adjusted debt/EBITDAR (capitalizing leases at 8x), which was 7.0x in 2021, could be in the mid 10x range in 2022 on EBITDA declines and ABL draws to fund high working capital outflows in 2022. Assuming improvements in profitability margins EBITDA could reach $175 million, which with some deployment of FCF toward debt reduction, could lead to adjusted leverage declining toward low 8x by 2024. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - An upgrade could occur if the company's operating and liquidity profile improves materially, evidenced by sustained EBITDA above $150 million and positive free cash flow generation. The company would also need to successfully address its 2023-2026 maturities without a restructuring. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A downgrade would occur if the company were to engage in a default-like process or if the company is unable to fund ongoing operations through internal and external liquidity sources. LIQUIDITY AND DEBT STRUCTURE Liquidity pressured by operating challenges: As of Sept. 30, 2022, Party City had approximately $120 million of liquidity, comprised of $29.8 million in cash and $92 million in availability on its various asset-based revolvers ($77.3 million on the Party City Holdings Inc. ABL and $14.4 million on the Anagram Holdings LLC ABL). The company's primary ABL is a $545 million facility plus $17 million FILO tranche which matures in February 2026. In 2021, Party City's subsidiary Anagram obtained a $15 million ABL which matures in May 2024. Party City's $545 million ABL credit facility has a 1x Fixed Charge covenant that springs if excess availability on any day is less than the greater of: (a) $46 million and (b) 10% of the Total Line Cap (as defined in the company's credit agreement). The company's debt structure consists of its ABL facilities, which are limited by a borrowing base comprised mostly of inventory, $23 million of unsecured notes due August 2023 and approximately $1.2 billion of notes maturing in 2025/2026. Party City's accelerating operating challenges and Fitch's weakening confidence in EBITDA and cash flow stabilization have led to Fitch's reduced confidence in the company's ability to address its 2025/2026 maturities without a default. The $1.2 billion of notes due 2025/2025 is comprised of secured and unsecured notes issued by Party City and secured notes issued by its helium balloon business subsidiary Anagram. Party City has $750 million of secured notes due February 2026 and $162 million of secured notes due July 2025; these notes tranches are pari passu and are secured by most of Party City's remaining assets, with a second lien on ABL collateral. Party City also has $92 million of unsecured notes due August 2026. Anagram has $119 million in first-lien secured notes due August 2025 and $94 million in second-lien secured notes due August 2026. Liquidity pressured by operating challenges: As of September 30, 2022, Party City had approximately $120 million of liquidity, comprised of $29.8 million in cash and $92 million in availability on its various asset-based revolvers ($77.3 million on the Party City Holdings Inc. ABL and $14.4 million on the Anagram Holdings LLC ABL). The company's primary ABL is a $545 million facility plus $17 million FILO tranche which matures in February 2026. In 2021, Party City subsidiary, Anagram, obtained a $15 million ABL, which matures in May 2024. Party City's $545 million ABL credit facility has a 1x Fixed Charge covenant that springs if excess availability on any day is less than the greater of: (a) $46 million and (b) 10% of the Total Line Cap (as defined in the company's credit agreement). The company's debt structure consists of its ABL facilities, which are limited by a borrowing base comprised mostly of inventory, $23 million of unsecured notes due August 2023 and approximately $1.2 billion of notes maturing in 2025/2026. Party City's accelerating operating challenges and Fitch's weakening confidence in EBITDA and cash flow stabilization have led to Fitch's reduced confidence in the company's ability to address its 2025/2026 maturities without a default. The $1.2 billion of notes due 2025/2026 is comprised of secured and unsecured notes issued by Party City and secured notes issued by its helium balloon business subsidiary Anagram. Party City has $750 million of secured notes due February 2026 and $162 million of secured notes due July 2025; these notes tranches are pari passu and are secured by most of Party City's remaining assets, with a second lien on ABL collateral. Party City also has $92 million of unsecured notes due August 2026. Anagram has $119 million in first-lien secured notes due August 2025 and $94 million in second-lien secured notes due August 2026. Recovery: Given the various collateral packages, Fitch has performed separate recovery analyses for Anagram and the balance of Party City's businesses. Party City ex Anagram Fitch's recovery analysis for Party City is based on a going concern value of approximately $625 million, versus approximately $580 million from an orderly liquidation of assets, much of which is comprised of inventory. Post-default EBITDA was estimated at around $125 million, which compares with just under $200 million of EBITDA forecast at Party City ex-Anagram longer term. The going-concern EBITDA assumes that the company closes around 25% of its weaker-performing store base, having already closed around 75 or approximately 8% over the past several years as part of a store optimization process. EBITDA margins could improve toward 9% on cost reductions. This scenario would yield revenue of approximately $1.4 billion, down 25% from 2021 levels, and EBITDA of $125 million. A multiple of 5.0x to EBITDA is applied, at the midpoint of the 4.0x-6.0x multiple range observed in Fitch retail bankruptcy case studies given Party City's leadership position in its category mitigated by concerns regarding weakening category defensibility to intrusive channels. Together these estimates yield a $625 million going concern value. After deducting 10% for administrative claims, the remaining $563 million would lead to outstanding recovery prospects (91%-100%) for the ABL, which is assumed to be drawn 70% at default. The ABL is consequently rated 'B'/'RR1'. The $750 million of first-lien secured notes and $162 million of other first-lien secured notes, which are pari passu, are expected to have below average recovery prospects (11%-30%), and are thus rated 'CCC-'/'RR5'. Party City's $115 million of unsecured notes are expected to have poor recovery prospects (0%-10%) and are thus rated 'CC'/'RR6'. Anagram: Fitch's recovery analysis for Anagram is based on a going concern value of approximately $180 million, versus approximately $45 million from an orderly liquidation of assets, which is comprised of receivables, inventory and manufacturing assets. Post default EBITDA was estimated at around $30 million. This compares to Party City's indication of approximately $30 million in EBITDA on around $153 million of revenue through the first three quarters of 2022 (ending Sept. 30, 2022). The $30 million going concern EBITDA represents the scenario of a loss of some of Anagram's largest retail and distributor customers, yielding around $150 million in revenue, offset by some expense management to generate 20% EBITDA margin. Fitch assumes Anagram could fetch a 6x multiple, near the midpoint of Fitch's consumer products bankruptcy studies, given the business' strong market share and relatively stable category over the long term. After deducting 10% for administrative claims, the remaining $162 million would lead to outstanding recovery prospects (91%-100%) for the $15 million ABL (assumed 70% drawn) and $119 million first lien secured notes, the latter of which is rated 'B'/'RR1'. The $94 million second lien secured notes would be expected to have average recovery prospects (31%-50%), and is thus rated 'CCC'/'RR4'. ISSUER PROFILE Party City is the leading party-supply retailer in the U.S., with 761 company-owned stores as of September 2022, e-commerce operations, and a large wholesale operation that supplies retail operations and third parties. SUMMARY OF FINANCIAL ADJUSTMENTS Summary of Financial Statement Adjustments: - Adjustments in 2021 included inventory disposal, restructuring charges and one-time legal and other expenses. 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Anagram International Inc. LT IDR CCC Downgrade B- senior secured LT B Downgrade RR1 BB- Senior Secured 2nd Lien LT CCC Downgrade RR4 B- Party City Holdco Inc. LT IDR CCC Downgrade B- Party City Holdings Inc. LT IDR CCC Downgrade B- senior unsecured LT CC Downgrade RR6 CCC senior secured LT B Downgrade RR1 BB- senior secured LT CCC- Downgrade RR5 CCC+ Anagram Holdings, LLC LT IDR CCC Downgrade B- senior secured LT B Downgrade RR1 BB- Senior Secured 2nd Lien LT CCC Downgrade RR4 B- PETTERS COMPANY: BMO Harris to Appeal Verdict in Trustee Suit ------------------------------------------------------------- BMO Financial Group (TSX: BMO) (NYSE: BMO) on Nov.8 disclosed that its subsidiary, BMO Harris Bank N.A. (BMO Harris) intends to pursue all available legal options including appealing the jury verdict and award in a lawsuit related to a Ponzi scheme carried out by Thomas J. Petters and certain affiliated individuals and entities (collectively, Petters) that operated a deposit account at a predecessor bank, M&I Marshall and Ilsley Bank (M&I). The jury awarded damages of approximately US$564 million against BMO Harris in favour of the Trustee in bankruptcy proceedings for certain Petters entities. As previously disclosed, the lawsuit alleges that between 1999 and 2008, before it was acquired by BMO Harris in 2011, M&I (and a predecessor bank) facilitated the Ponzi scheme operated by Petters. Pursuant to a prior settlement in connection with another Petters matter, BMO Harris is entitled to recover approximately 21% of any amount that it pays to the Trustee. BMO Harris strongly denies the plaintiff's allegations and will continue to defend itself vigorously, including by bringing an appeal to the United States Court of Appeals for the Eighth Circuit, to contest the jury verdict and award. "We are disappointed with the jury's verdict, which is not supported by the evidence or the law. We will file a number of post-trial motions with the trial judge to reverse the verdict or reduce the damages, and we intend to pursue all avenues to overturn the jury's verdict, including appeals. We are confident that we have strong grounds for appeal," stated a BMO Harris spokesperson. As a result of this outcome, in accordance with applicable accounting standards, BMO will record a provision, which includes estimated possible pre-judgment interest net of estimated recoveries, in the amount of CAD$1,120 million, resulting in an after-tax charge of CAD$830 million to be recorded in the fourth quarter in the Corporate Services segment and treated as an adjusting item. About Petters Company Founded by Tom Petters in 1988, Petters Group Worldwide LLC was a collection of some 20 companies, most of which make and market consumer products. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Thomas Petters, the founder and former CEO of Petters Group, was indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Mr. Petters and associates allegedly conducted a Ponzi scheme between 1994 and 2008. Throughout the Ponzi scheme, PCI obtained billions of dollars from investors through fraud, false pretenses and misrepresentations about PCI's purported business. In United States v. Petters, No. 08-SC-5348 (ADM/JSM), 2008 WL 4614996, at *3 (D. Minn. Oct. 6, 2008), Douglas A Kelley was named by the district court as the equity receiver for PCI in 2008. In petitions signed by Mr. Kelley, Petters Company, Petters Group Worldwide and eight other affiliates sought Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation was a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. The Official Committee of Unsecured Creditors was represented by Fafinski Mark & Johnson, P.A. Trustee Douglas A. Kelley was represented by Lindquist & Vennum LLP. In 2016, the bankruptcy court confirmed PCI's Second Amended Plan of Chapter 11 Liquidation, which transferred certain assets, including the causes of action, to the BMO Litigation Trust. PHIO PHARMACEUTICALS: Incurs $3.6 Million Net Loss in Third Quarter ------------------------------------------------------------------- Phio Pharmaceuticals Corp. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.57 million for the three months ended Sept. 30, 2022, compared to a net loss of $3.74 million for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $8.75 million compared to a net loss of $9.84 million for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $15.79 million in total assets, $2.26 million in total liabilities, and $13.53 million in total stockholders' equity. "Historically, our primary source of funding has been through the sale of our securities. In the future, we will be 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 our operations. We have reported recurring losses from operations since inception and expect that we will continue to have negative cash flows from our operations for the foreseeable future. At September 30, 2022, we had cash of $14,484,000 as compared with $24,057,000 at December 31, 2021," Phio said. "We believe that our existing cash at September 30, 2022 should be sufficient to fund operations for at least the next 12 months from the date of the release of the associated financial statements," 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/1533040/000168316822007528/phio_i10q-093022.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 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. PHUNWARE INC: Incurs $8 Million Net Loss in Third Quarter --------------------------------------------------------- Phunware, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $8.02 million on $4.76 million of net revenues for the three months ended Sept. 30, 2022, compared to net income of $372,000 on $2.16 million of net revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $40.01 million on $17.02 million of net revenues compared to a net loss of $21.71 million on $5.24 million of net revenues for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $68.48 million in total assets, $35.70 million in total liabilities, and $32.78 million in total stockholders' equity. As of Sept. 30, 2022, the Company held total cash of $8.5 million, all of which was held in the United States. The Company has a history of operating losses and negative operating cash flows. As the Company continues to focus on growing its revenues, it expects these trends to continue into the foreseeable future. "We are very excited to continue our 2022 momentum in Q3, delivering actual revenues exceeding 120% growth year-over-year while simultaneously expanding our MaaS backlog to nearly $8M," said Alan S. Knitowski, president, CEO and co-founder of Phunware. "We continue operating effectively at the intersection of mobile, cloud, big data and blockchain across all lines of business and are revising our forward revenue guidance for 2022 to up roughly 225% year-over-year, or approximately $22.5M. In parallel, we also expect that the second half of 2022 will represent a new second half record for reported revenues as a public company for its comparable period." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1665300/000162828022029530/phun-20220930.htm About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $53.52 million for the year ended Dec. 31, 2021, a net loss of $22.20 million for the year ended Dec. 31, 2020, a net loss of $12.87 million for the year ended Dec. 31, 2019, and a net loss of $9.80 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $61.24 million in total assets, $25.54 million in total liabilities, and $35.69 million in total stockholders' equity. PLAYA RESORTS: S&P Rates New Sr. Secured Term Loan/Revolver 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Playa Hotels & Resorts N.V.'s proposed $1.1 billion senior secured term loan due early 2029 and $225 million revolving credit facility due 2027, which it will issue through its borrower subsidiary Playa Resorts Holding B.V. The '3' recovery rating indicates its expectation for substantial (50%-70%; rounded estimate: 60%) recovery for the senior secured lenders in the event of a default. The company will use the proceeds from the proposed term loan and some cash from its balance sheet to fully repay its term loan B due 2024 ($909 million outstanding), term loan A due 2024 ($93 million outstanding), and $110 million property loan due 2025, as well as to cover all related transaction fees and expenses. The subsidiaries holding the Hyatt Ziva & Zilara Cap Cana and the Hilton Rose Hall properties currently secure its existing property loan, which it will fully repay with the transaction proceeds. After the repayment, the properties will become part of the restricted subsidiary group and be included in the proposed equity pledge collateral package. Playa will refinance the existing revolver into a new $225 million facility upon the close of the transaction. S&P said, "Our 'B' issuer credit rating and stable outlook on Playa are unchanged because we expect it will have pro forma S&P Global Ratings-adjusted total leverage of about 5x in 2022, which is in line with our previously published base-case forecast. We believe the company's publicly disclosed forward booking data point toward continued strong demand and a package average daily rate (ADR) for its all-inclusive resorts through the remainder of 2022 in line with our current base-case forecast. We estimate Playa will have about $500 million of pro forma liquidity, in the form of cash balances and revolver availability, after accounting for the proposed issuance and debt repayment." Macroeconomic risks continue to rise and may begin to negatively affect the North American demand for travel to the Caribbean and Mexico next year as the U.S. economy continues to face challenges from extremely high inflation and supply-chain disruptions, which are being exacerbated by the Russia-Ukraine conflict. S&P also assumes higher borrowing costs as the Federal Reserve's monetary policy tightens and affordability weakens, which will cause many households to tighten their budgets. S&P's base-line expectation is that the U.S. economy falls into a shallow recession in the first half of 2023. Heading into 2023, the odds of significant declines across several measures of economic activity--including employment, personal income, and industrial production--that would lead the National Bureau of Economic Research to announce a recession are increasingly likely. S&P could upgrade Playa if it sustains its long-term net leverage target of 4x, which would provide it with a good cushion relative to our 5x upgrade threshold after incorporating potential future investment spending and the highly volatile lodging cycle. The company's track record of using leverage to fund the acquisitions, developments, and improvements that fuel its expansion could limit the potential for an upgrade, although it will likely maintain significant cash balances to fund its investment projects over the near term. S&P's base-case forecast assumes the following: -- U.S GDP expands by 1.6% in 2022 and 0.2% in 2023; -- Total portfolio occupancy ramps up to about 70% in 2022 and remains relatively flat in 2023; -- Package ADR rises by the mid-teens percent area in 2022 and is flat to modestly below 2022 levels in 2023; -- Total net revenue increases by 50%-60% in 2022 and by the low-single digit percent area in 2023; -- Total company-adjusted EBITDA margin expands to about 30% in 2022 and is flat in 2023; -- Playa generates about $220 million-$230 million of S&P Global Ratings-adjusted EBITDA in 2022 and about $240 million in 2023; and -- About $35 million of capital expenditure in 2022 and about $100 million in 2023. Based on the above assumptions, S&P arrives at the following key credit metrics: -- S&P Global Ratings-adjusted debt to EBITDA of about 5x in 2022, potentially improving below 5x in 2023; and -- EBITDA coverage of interest expense of about 3x in 2022 and 2023. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed $225 million senior secured revolver due 2027 and $1.1 billion senior secured term loan due 2029. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a default. -- Although not set at the current time, the proposed revolving credit facility requires the company to maintain a maximum first-lien net leverage covenant if it draws on more than 35% of the revolver. -- S&P understands the proposed credit facility will be secured by a first priority security interest in the real estate and operating assets of the company, including a 100% stock pledge of its borrowers and subsidiary guarantors. The perfection of the credit facility's security interest will include the filing of mortgage liens on real estate properties in the restricted group. However, a mortgage lien will not be required on certain hotel properties owned in the Dominican Republic and Jamaica. Despite this exclusion in the collateral definition, it is S&P's understanding at the time of issuance there will be no outstanding liens at the restricted subsidiaries in the Dominican Republic and Jamaica. In addition, the credit agreement will contain negative covenants and incurrence covenants that will restrict the company's ability to incur additional debt, including the placement of future liens subject to an incurrence basket. In the event the company incurs additional debt at its restricted subsidiaries in the Dominican Republic or Jamaica, S&P would revisit its recovery analysis at that time to determine if it will affect the recovery prospects for its lenders. Simulated default assumptions: -- S&P's simulated default scenario contemplates a default occurring by 2025 because of a significant decline in the company's cash flow stemming from a prolonged downturn in the demand for international travel to Mexico and the Caribbean. -- In the event of a default, S&P anticipates that the company would file for Chapter 11 bankruptcy in the U.S. because the proposed debt will be incurred in the U.S.. However, a default scenario would involve foreign jurisdictions because the company's properties are owned and operated in Mexico, the Dominican Republic, and Jamaica. This could add complexity to the case, involve inherently higher administrative costs, and impact the recovery prospects for its lenders. -- To value the enterprise, S&P applied a 6.5x multiple to its projected emergence EBITDA. This multiple partly reflects the company's partnerships with Hyatt and Hilton for the branding of about half of its resorts. -- S&P assumes the revolving credit facility is 85% drawn at default. Despite the proposed financial covenant that would spring once its drawings exceed 35% of the total revolver commitment, it assumes waivers or amendments to the springing financial covenant could allow for additional revolver usage (but not more than 85% of the commitment level). Simplified waterfall -- Emergence EBITDA: $129 million -- EBITDA multiple: 6.5x -- Gross recovery value: $839 million -- Net recovery value for waterfall after 5% administrative expenses: $797 million -- Estimated secured debt: $1.3 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) Note: All debt amounts include six months of prepetition interest. PRECIPIO INC: Incurs $3.2 Million Net Loss in Third Quarter ----------------------------------------------------------- Precipio, Inc. has filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission disclosing a net loss of $3.17 million on $2.21 million of net sales for the three months ended Sept. 30, 2022, compared to a net loss of $1.85 million on $2.25 million of net sales for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $9.89 million on $7.02 million of net sales compared to a net loss of $6.31 million on $6.41 million of net sales for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $23.55 million in total assets, $5.29 million in total liabilities, and $18.25 million in total stockholders' equity. Precipio said, "The Company has incurred substantial operating losses and has used cash in its operating activities for the past several years. The Company's ability to continue as a going concern over the next twelve months from the date of issuance of these condensed consolidated financial statements in this Quarterly Report on Form 10-Q is dependent upon a combination of achieving its business plan, including generating additional revenue and avoiding potential business disruption due to the novel coronavirus ("COVID-19") pandemic, and raising additional financing to meet its debt obligations and paying liabilities arising from normal business operations when they come due." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1043961/000155837022017400/prpo-20220930x10q.htm About Precipio Omaha, Nebraska-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents and services. Precipio reported a net loss of $8.52 million for the year ended Dec. 31, 2021, compared to a net loss of $10.60 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $25.98 million in total assets, $5.41 million in total liabilities, and $20.56 million in total stockholders' equity. Hartford, CT-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company 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. PROVECTUS PHARMACEUTICALS: Posts $713K Net Loss in Third Quarter ---------------------------------------------------------------- Provectus Pharmaceuticals, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $713,267 on $314,890 of grant revenue for the three months ended Sept. 30, 2022, compared to a net loss of $1.05 million on $0 of grant revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $2.82 million on $824,205 of grant revenue compared to a net loss of $4.30 million on $0 of grant revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $2.05 million in total assets, $8.91 million in total liabilities, and a total stockholders' deficit of $6.86 million. To date, the Company has not generated any revenues or profits from planned principal operations. The Company's cash, cash equivalents, and restricted cash were $1,711,351 at Sept. 30, 2022 which includes $1,644,321 of restricted cash resulting from a grant received from the State of Tennessee. The Company's working capital deficiency was $6,924,589 and $4,258,679 as of Sept. 30, 2022 and Dec. 31, 2021, respectively. Provectus sad, "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 2022 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. "The primary business objective of management is to build the Company into a commercial-stage biotechnology company; however, the Company cannot assure that it will be successful in co-developing, licensing, and/or commercializing PV-10, PH-10, and/or any other halogenated xanthene-based drug candidate developed by the Company or entering into any financial transaction. Moreover, even if the Company is successful in improving its current cash flow position, the Company nonetheless plans to seek additional funds to meet its long-term requirements in 2022 and beyond. The Company anticipates that these funds will otherwise come from the proceeds of private placement transactions, the exercise of existing warrants and outstanding stock options, or public offerings of debt or equity securities. While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional funds, the Company cannot provide assurance that it will be able to complete additional financing in a timely manner. In addition, any such financing may result in significant dilution to stockholders." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/315545/000149315222031108/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. PROVENIR LLC: Fine-Tunes Plan Documents --------------------------------------- Provenir, LLC, submitted a Third Amended Plan of Reorganization for a Small Business under Subchapter V dated November 10, 2022. The Debtor's financial projections show that the Debtor will have projected disposable income of $54,181.13. The final Plan payment is expected to be paid in December, 2027. Note Regarding Employee Benefit Plan Claims: The Debtor established a 401(k) Plan for its employees in April, 2012. The 401(k) Plan is administered by the Loren D. Stark Company. The Debtor has also made all required deposits into the 401(k) Plan. However, in April, 2012, the Debtor entered into an agreement to make an additional bonus payment of 3% of each employees' yearly wages into the 401(k) Plan which is known as a "Safe Harbor" payment. This payment has been paid out of the Debtor's profits and has nothing to do with employee contributions. The law provides that for certain claims for contributions to an employee benefit plan by an employer, the claims must be paid in full if the claims arise from services rendered within 180 days before the date of the filing of the bankruptcy case. Therefore, if a current or former employee of the Debtor rendered services for the Debtor on or after November 21, 2021, then the Debtor will contribute 100% of the "Safe Harbor" payments that are due on those employees' wages pursuant to this Plan. However, if the Debtor owes "Safe Harbor" payments to the 401(k) Plan on account of services that were rendered for the Debtor prior to November 21, 2021, then the law requires that the Debtor pay such contributions on behalf of such employees as general unsecured claim in this case. This Plan of Reorganization proposes to pay creditors of the Debtor from the cash flow generated from the operations of the company and its future income. It is estimated that non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately five cents on the dollar. This Plan also provides for the payment of administrative and priority claims as required by law. Class 6 consists of Allowed Unsecured Claims (including undersecured claims) and NonPriority Employee Benefit Plan Claims. The Debtor shall set aside the cumulative amounts identified as "Running Disposable Income" during the period of time which is 60 months from the Effective Date of the Plan, which shall be known as the "General Unsecured Creditor Fund". All Creditors holding Allowed Unsecured Claims, including Non-Priority Employee Benefit Plan Claims shall be paid a Pro Rata share of the funds deposited in the General Unsecured Creditor Fund on an annual basis, with each payment being due on the yearly anniversary of the Effective Date. Based upon current projections, Debtor believes the payments to unsecured creditors would be approximately 5.6% of the Allowed amount of each claim. All Equity Members shall retain their membership interests in the Reorganized Debtor. This Plan is based upon the distributions to Creditors by the Debtor, at its option, by means of one or more of the following: (a) cash presently held by the Debtor and cash to be acquired through the operation of its business including cash generated from the contracts the Debtor is currently under and those contracts that the Debtor may enter into at a later date; and (b) collection of accounts receivable. A full-text copy of the Third Amended Plan dated November 10, 2022, is available at https://bit.ly/3hIXJuJ from PacerMonitor.com at no charge. Attorney for Provenir: H. Anthony Hervol Law Office of H. Anthony Hervol 4414 Centerview Drive, Suite 207 San Antonio, Texas 78228 Fax: (210) 522-0205 Email: hervol@sbcglobal.net About Provenir, LLC Provenir, LLC, provides employment services specializing in healthcare recruitment. Provenir sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22 50514) on May 15, 2022. In the petition filed by Brigitta M. Glick, managing member, the Debtor disclosed $463,311 in assets and $1,258,237 in liabilities. Judge Michael M. Parker oversees the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol is the Debtor's counsel. PULMATRIX INC: Incurs $5 Million Net Loss in Third Quarter ---------------------------------------------------------- Pulmatrix, Inc. has filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission reporting a net loss of $5.05 million on $1.87 million of revenues for the three months ended Sept. 30, 2022, compared to a net loss of $8.18 million on $1.07 million of revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $14.62 million on $4.36 million of revenues compared to a net loss of $16.14 million on $4.71 million of revenues for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $46.45 million in total assets, $11.40 million in total liabilities, and $35.05 million in total stockholders' equity. Through Sept. 30, 2022, the Company has incurred an accumulated deficit of $269.3 million, primarily as a result of expenses incurred through a combination of research and development activities related to its various product candidates and general and administrative expenses supporting those activities. The Company has financed its operations since inception primarily through the sale of preferred and common stock, the issuance of convertible promissory notes and term loans, and collaboration and license agreements. The Company's total cash and cash equivalents balance as of Sept. 30, 2022 was $40.7 million. Pulmatrix said, "We anticipate that we will continue to incur losses, and that such losses will increase over the next several years due to development costs associated with our iSPERSE pipeline programs. We expect that our research and development and general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may raise through a combination of equity offerings, debt financings, other third-party funding and other collaborations and strategic alliances. "We contract with various other organizations to conduct research and development activities, including clinical trials. As of September 30, 2022, we had aggregate commitments to pay approximately $4.4 million remaining on these contracts, of which the Company expects to be reimbursed $1.9 million by partners. Of the gross amount of $4.4 million in commitments, $4.0 million would be considered current over the next 12 months and $0.4 million would be considered long-term. The scope of the services under contracts for research and development activities may be modified and the contracts, subject to certain conditions, may generally be cancelled by us upon written notice. In some instances, the contracts, subject to certain conditions, may be cancelled by the third party. "We expect that our existing cash and cash equivalents as of September 30, 2022 will enable us to fund our projected operating expenses and capital expenditures into the second quarter of 2024. We have based our projections of operating capital requirements on assumptions that may prove to be incorrect, and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1574235/000149315222031256/form10-q.htm About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary and non-pulmonary disease using its patented iSPERSE technology. The Company's proprietary product pipeline includes treatments for serious lung diseases such as allergic ronchopulmonary aspergillosis and lung cancer, as well as neurologic disorders such as acute migraine. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix reported a net loss of $20.17 million for the year ended Dec. 31, 2021, a net loss of $19.31 million for the year ended Dec. 31, 2020, a net loss of $20.59 million for the year ended Dec. 31, 2019, and a net loss of $20.56 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $49.40 million in total assets, $10.96 million in total liabilities, and $38.44 million in total stockholders' equity. RELMADA THERAPEUTICS: Posts $39.4 Million Net Loss in Third Quarter ------------------------------------------------------------------- Relmada Therapeutics, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $39.42 million for the three months ended Sept. 30, 2022, compared to a net loss of $42.61 million for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $119.10 million compared to a net loss of $91.37 million for the same period in 2021. As of Sept. 30, 2022, the Company had $187.12 million in total assets, $20.78 million in total current liabilities, and $166.34 million in total stockholders' equity. As of Sept. 30, 2022, the Company had cash, cash equivalents, and short-term investments of approximately $184.2 million, compared to cash, cash equivalents, and short-term investments of approximately $211.9 million at Dec. 31, 2021. Relmada said, "Management believes that the Company's existing cash and cash equivalents and short-term investments will enable it to fund operating expenses and capital expenditure requirements for at least 12 months from the issuance of these unaudited condensed consolidated quarterly financial statements. Beyond that point management will evaluate the size and scope of any subsequent trials that will affect the timing of additional financings through public or private sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing agreements. Any such expenditures related to any subsequent clinical trials will not be incurred until such additional financing is raised. Further, additional financing related to subsequent clinical trials does not affect the Company's conclusion that based on the cash on hand and the budgeted cash flow requirements, the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these unaudited condensed consolidated 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/1553643/000121390022071154/f10q0922_relmadatherap.htm About Relmada Therapeutics Relmada Therapeutics Inc. is a late-stage pharmaceutical company addressing diseases of the central nervous system (CNS), with a focus on major depressive disorder (MDD). Relmada reported a net loss of $125.75 million for the year ended Dec. 31, 2021, a net loss of $59.45 million for the year ended Dec. 31, 2020, and a net loss of $15 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, Relmada had $223.32 million in total assets, $15.06 million in total liabilities, and $208.26 million in total stockholders' equity. S-TEK 1, LLC: Seeks Cash Collateral Access Thru End of March ------------------------------------------------------------ S-Tek 1, LLC asks the U.S. Bankruptcy Court for the District of New Mexico for continued authority to use cash collateral in which Surv-Tek, Inc. may have a putative interest, beginning on December 1, 2022, and continuing to and including March 31, 2023. S-Tek 1, LLC relates it contacted counsel for Surv-Tek regarding the request and Surv-Tek has not responded. The Debtor says access to cash collateral is necessary for, among other things, payroll, operational expenses, attorneys' fees, and tax payments. Without authority to use cash collateral, the Debtor will not be able to continue to operate, resulting in irreparable harm and damage to the estate. The Debtor's most recently filed Cash Collateral Report showed $182,317.18 in cash or cash-equivalents ($21,208.17 in cash on deposit and $161,109.01 in Eligible Receivables) that constituted cash collateral in the Debtor's possession as of October 20, 2022. The Debtor says its cash collateral levels have not been reduced since the Petition Date. To the extent the Cash Collateral falls below $181,764.54 on the last day of any calendar month, the Debtor proposes that it will be required, by the 21st of the following month, to either (1) pay Surv-Tek the difference as adequate protection for the diminution in the value of Surv-Tek's interest in Cash Collateral; or (2) include as an exhibit to its monthly operating report, or file as a separate document showing the Cash Collateral was restored to at least $181,764.54 in the intervening 21 days since the end of month for which the monthly operating report was prepared. These events constitute "Events of Default": a. The Debtor fails to comply in a material respect with any requirements of the order entered on this Motion and, if such failure is curable, it is not cured within 10 days' written notice to the Debtor's counsel, Nephi D. Hardman, Esq., sent via email to nephi@turnaroundbk.com, and the Debtor does not within that time file a motion with the Court to contest the alleged default; or b. This case is converted to a case under Chapter 7 without the consent of Surv-Tek. Surv-Tek is allowed to waive any Event of Default. The Debtor projects these expenses for the next four months: Month Total Expenses ----- -------------- December 2022 $109,068 January 2023 $109,068 February 2023 $109,068 March 2023 $109,068 About S-Tek 1 S-Tek 1 LLC, also known as SurvTek -- https://www.survtek.com -- is a land surveying and consulting firm providing services to both the private and public sectors throughout New Mexico. It is based in Albuquerque, N.M. S-Tek 1 filed a Chapter 11 petition (Bankr. D.N.M. Case No. 20-12241) on Dec. 2, 2020, with $355,177 in assets and $2,251,153 in liabilities. Randy Asselin, managing member, signed the petition. Judge Robert H. Jacobvitz presides over the case. The Debtor tapped Nephi D. Hardman Attorney at Law, LLC as its bankruptcy counsel and FPM & Associates, LLC as its accountant. NM Financial & Family Law, P.C. serves as its special counsel. SOLARWINDS HOLDINGS: Moody's Rates Extended First Lien Debt 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to SolarWinds Holdings, Inc.'s amended and extended term loan and revolver, the same as the rating on the existing debt. The amended facilities will effectively refinance the existing facilities. SolarWinds also plans to repay approximately $350 million of existing term loans prior to the refinancing. Combined with a $300 million term loan repayment in September 2022, the company will have retired approximately $665million of debt this fiscal year. The company's B1 Corporate Family Rating, B1-PD Probability of Default Rating and stable outlook remain unchanged. Pro forma for the transaction, adjusted debt to EBITDA is approximately 6x excluding cyber incident, impairment and restructuring expenses. Leverage is well under 5x when further excluding stock-based compensation. Although cyber incident related costs are likely to be largely behind them, the potential for further substantial charges remains. Assignments: Issuer: SolarWinds Holdings, Inc. Senior Secured 1st Lien Bank Credit Facility Assigned B1 (LGD4) RATINGS RATIONALE SolarWinds' B1 CFR reflects the company's high financial leverage and moderate scale balanced with the strong recurring revenue base and cash generating potential. SolarWinds benefits from its unique business model which emphasizes low priced IT infrastructure management and monitoring software and the ability to consistently develop or acquire relevant software tools. The company has high operating margins (though reduced post-cyber breach), driven by its efficient, low-cost sales and marketing structure. The company is expanding into the higher profile, higher priced and more competitive observability market which should contribute to its growth profile but could also further dampen margins. The rating also considers the relatively limited impact the cyber breach had on revenues and Moody's expectations of modest growth and solid though reduced margins and free cash flow. While the breach negatively impacted new license sales initially, maintenance and subscription revenue remained stable. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that SolarWinds will grow revenue modestly, de-lever to 5.5x over the next 12-18 months. SolarWinds' ratings could be upgraded if the company were to demonstrate more conservative financial policies such that debt to EBITDA is maintained below 4.5x, and free cash flow to debt is sustained above 12.5%. While a reduction of the private equity shareholders' controlling stake is not required for an upgrade, it is a consideration. SolarWinds' ratings could be downgraded if performance deteriorates such that organic revenue and EBITDA declines and leverage is expected to exceed 6x on other than a temporary basis. Ratings could also face downward pressure if liquidity deteriorates. The SGL-1 liquidity rating is unchanged based on an estimated cash balance of over $100 million pro forma for the transaction, an undrawn $130 million revolving credit facility and over $100 million of free cash flow. Liquidity could weaken if performance weakens or interest rates continue to rise for an extended period. Despite the significant reduction of debt, rising rates will likely more than offset the reduction, resulting in higher than historical interest costs. SolarWinds is a provider of IT systems infrastructure management software. Headquartered in Austin, Texas, the company had revenues of approximately $719 million for the twelve months ended September 30, 2022. The principal methodology used in these ratings was Diversified Technology published in February 2022. SOLARWINDS HOLDINGS: S&P Upgrades ICR to 'B+' on Debt Repayment --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on SolarWinds Holdings Inc. to 'B+' from 'B'. S&P also raised its issue-level rating on the company's senior secured facilities to 'B+' from 'B', based on a recovery rating of '3'. S&P said, "The stable outlook on SolarWinds reflects our view that the company has managed the fallout from the Sunburst breach well and its business performance has stabilized. Although growth and profitability are well below pre-breach levels, renewal rates are back to around low-90% area, subscription ARR growth remains strong, and the company has materially lowered leverage (by more than 2x) by repaying debt. We expect the company to operate at leverage of under 5x and free cash flow to debt around 10%, as it continues with its SaaS transition. "SolarWinds' financial metrics have materially improved due to debt repayment. Following $665 million of cumulative debt repayment in 2022, we expect SolarWinds' S&P adjusted leverage to be under 5x and free cash flow to debt to improve to 9%, thereby meeting our upgrade thresholds. We also expect modest improvements in revenues and profitability in fiscal 2023." SolarWinds' 2022 performance is stable, but revenue growth and profitability is lower than before the Sunburst data breach, which the company announced in late 2020. SolarWinds continues to face growth challenges with foreign exchange headwinds, and an ongoing transition to a subscription model. Nonetheless, performance has stabilized with renewal rates at 91% (same as prior quarter and in line with pre-breach levels) and stable EBITDA margins in the high 30% area. S&P's 2023 base case assumes 2%-4% revenue growth and S&P adjusted EBITDA margins improving to a 39%-40% range. It also expects the company to generate over $120 million in annual free cash flow in fiscal 2023. S&P said, "The stable outlook on SolarWinds reflects our view that the company has managed the fallout from the Sunburst breach well and its business performance has stabilized. Although growth and profitability are well below pre-breach levels, renewal rates are back to around low-90% area, subscription ARR growth remains strong, and the company has materially lowered leverage (by more than 2x) by repaying debt. We expect the company to operate at leverage of under 5x and free cash flow to debt around 10%, as it continues with its SaaS transition." S&P could lower its rating on SolarWinds to 'B' if increased competition leads to declines in customer renewals, such that S&P adjusted leverage increases to above 6x, or Free cash flow to debt falls to under 5%. S&P could raise its rating on SolarWinds to 'BB-' if: -- The company's leverage improves to under 4x, -- It sustains free cash flow to debt above 10%, and -- The company publicly commits to maintaining leverage under 4x through future acquisitions and debt issuances. ESG credit indicators: E-2, S-4, G-3 S&P said, "Social factors are a negative consideration in our credit rating analysis of SolarWinds given the Sunburst breach in 2020. The company initially estimated fewer than 18,000 government and private customers downloaded compromised versions of its Orion software and had to discuss the breach as part of a U.S. senate hearing. This affected the company's operating performance in 2021, resulting in lower revenue growth, higher costs, and lower profitability. In our opinion, the company managed the fallout from the breach well--through communication and regular updates, engaging security experts, providing patches to fix the issue, and attending a U.S. senate hearing to address the issue." Nonetheless, the breach still affects the company through higher security costs and slower sales. Governance factors are a moderately negative consideration in our credit rating analysis, as is the case for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. SPI ENERGY: Delays Filing of Form 10-Q for Period Ended Sept. 30 ---------------------------------------------------------------- SPI Energy Co., Ltd. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2022. According to the Company, the Quarterly Report could not be filed within the prescribed time period due to the fact that the Company was unable to finalize its financial results without unreasonable expense or effort. About SPI Energy Co. SPI Energy Co., Ltd. (SPI) is a global renewable energy company and provider of solar storage and electric vehicle (EV) solutions for business, residential, government, logistics and utility customers and investors. The company has three core divisions: SolarJuice residential solar, the commercial & utility solar division comprised of SPI Solar and Orange Power, and the EdisonFuture/Phoenix Motor EV division. SolarJuice provides renewable energy system solutions for residential and small commercial markets and has extensive operations in the Asia Pacific and North America markets. The commercial & utility solar division provides a full spectrum of EPC services to third party project developers, and develops, owns and operates solar projects that sell electricity to the grid in multiple countries, including the U.S., U.K., and Europe. Phoenix Motor manufactures medium-duty commercial electric vehicles, and is developing EV charger solutions, electric pickup trucks, electric forklifts, electric scooters, and other EV products. SPI maintains global operations in North America, Australia, Asia and Europe. SPI Energy reported a net loss of $44.83 million for the year ended Dec. 31, 2021, compared to a net loss of $6.27 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $228.47 million in total assets, $191.80 million in total liabilities, and $36.67 million in total equity. New York, New York-based Marcum Bernstein & Pinchuk LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 1, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. STONE CLINICAL: Court Approves Disclosure Statement --------------------------------------------------- Judge Meredith S. Grabill has entered an order approving the October 7 Disclosure Statement of Stone Clinical Laboratories, LLC. The objections are overruled. An evidentiary hearing on confirmation of the Plan will be held on Friday, December 9, 2022, at 9:30 A.M. before the undersigned pursuant to the Court's Amended General Order 2021-2 governing conduct of hearings, available at https://www.laeb.uscourts.gov/. Friday, Dec. 2, 2022, is fixed as the last day for filing and serving written objections to confirmation of the Plan. Friday, Dec. 2, 2022, is fixed as the last day for serving acceptances or rejections of the Plan. Debtor's counsel is to tabulate the acceptances and rejections of the Plan, certify the Tabulation of Ballots, and file the Tabulation of Ballots into the record by Monday, December 5, 2022. Counsel for the parties shall file into the record and electronically serve upon their opponents a list of all witnesses who may be or will be called to testify at trial, and a list of all exhibits, including demonstrative evidence, that may or will be used—with the exception of impeachment exhibits—not later than Friday, December 2, 2022. In addition to the formal list of exhibits, counsel shall provide sufficient electronic copies of all exhibits—but for impeachment exhibits—to opposing counsel and shall send all exhibits to the Court by e-mailing Joshua_Berland@laeb.uscourts.gov in .pdf format not later than Friday, December 2, 2022, at 5:00 P.M. Impeachment exhibits must be submitted to the Court via separate e-mail to Joshua_Berland@laeb.uscourts.gov in .pdf format not later than Wednesday, December 7, 2022, at 5:00 P.M. About STONE Clinical Laboratories STONE Clinical Laboratories, LLC is a full-service clinical reference laboratory that specializes in preventative and molecular diagnostics testing. The company is based in New Orleans, La. On July 15, 2021, Whale Capital, L.P., Hologic, Inc. and Woman's Hospital Foundation filed an involuntary Chapter 11 petition against the Debtor. On Jan. 10, 2022, the court entered the order for relief, thereby, commencing the Chapter 11 case (Bankr. E.D. La. Case No. 21-10923). The petitioning creditors are represented by The Derbes Law Firm LLC, Jaffe Raitt Heuer & Weiss P.C., and The McCarthy Law Firm. Judge Meredith S. Grabill presides over the case. Heller, Draper & Horn, LLC and Gordian Seaport Advisors, LLC serve as the Debtor's legal counsel and investment banker, respectively. David Asbach, acting U.S. Trustee for Region 5, appointed an official committee of unsecured creditors on Feb. 3, 2022. The committee is represented by Liskow & Lewis, APLC. TARONIS FUELS: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Taronis Fuels, Inc. 24980 N. 83rd Avenue, Suite 100 Peoria, AZ 85383 Business Description: The Debtors manufacture and distribute industrial, medical, specialty and beverage gases and associated welding and safety supplies. Currently, the Debtors operate 15 retail locations, three gas fill plants, and have approximately 92 employees, serving retail customers in four states. The Debtors supply their customers with products ranging from bulk quantities of cryogenic gases to individual packaged cylinders. Chapter 11 Petition Date: November 11, 2022 Court: United States Bankruptcy Court District of Delaware Eleven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Taronis Fuels, Inc. (Lead Case) 22-11121 MagneGas Welding Supply - West, LLC 22-11130 Taronis Sub III LLC 22-11133 MagneGas Welding Supply - South, LLC 22-11135 MagneGas Real Estate Holdings, LLC 22-11137 MagneGas IP, LLC 22-11140 MagneGas Production, LLC 22-11142 Taronis Sub I LLC 22-11144 Taronis-TAS, LLC 22-11146 Taronis-TAH, LLC 22-11147 Taronis Sub II LLC 22-11148 Judge: Hon. Brendan Linehan Shannon Debtors' General Bankruptcy Counsel: Jeremy W. Ryan, Esq. L. Katherine Good, Esq. Aaron H. Stulman, Esq. Sameen Rizvi, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 Email: jryan@potteranderson.com kgood@potteranderson.com astulman@potteranderson.com srizvi@potteranderson.com Debtors' Restructuring Advisor: AURORA MANAGEMENT PARTNERS, INC. Debtors' Claims & Noticing, and Administrative Agent: DONLIN RECANO & COMPANY, INC. Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petitions were signed by R. Jered Ruyle, chief executive officer, Taronis Fuels, Inc. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y4DGPLI/Taronis_Fuels_Inc__debke-22-11121__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Securities and Exchange Settlement $3,830,925 Commission US Securities and Exchange Commission Miami Regional Office 801 Brickell Ave, Suite 1950, Miami FL 33131 Tel: 305-982-6300 Email: help@sec.gov 2. Merchant Livestock Convertible $2,500,000 129 Pearon Ln Noteholder Eunice NM 88231 Clabe Pearson Tel: 443-540-3712 Email: clabe@merchantlivestock.com 3. Hogan Lovells US LLP Legal Counsel $508,072 1601 Wewatta Street Suite 900 Denver CO 80202 Tel: 202-637-560 Email: david.crandall@hoganlovells.com 4. Robbie I Clark, Trustee Valley $418,713 530 N Cross St. Welding Lodi CA 95242 Supply Bill Clark Tel: 209-986-7291 Email: billclark@magnegas.com 5. Messer LLC Supplier $366,264 200 Somerset Corporate Ste 7000 Bridgewater NJ 08807-2662 Lisa Mantoni Tel: 908 464-8100 Email: lisa.mantoni@messer-usa.com 6. Matheson Tri-Gas Supplier $277,420 4571 62nd Avenue North Pinellas Park FL 33781 Tel: 727 522-9405 Email: contactus@matheson.com 7. Joe Knieriem Debt-Non- $250,000 Address Intentionally Omitted Compete Email: joeknieriem@magnegas.com 8. Bob Baker Debt-Non- $200,000 Address Intentionally Omitted Compete Email: bobbaker@magnegas.com 9. Miller Electric Supplier $161,629 1635 W Spencer St Appleton WI 54914 Tel: 920-734-9821 Email: info@millerwelds.com 10. Airgas/Nitrous Oxide Corp Supplier $130,919 2530 Sever Road, Suite 300 Lawrenceville GA 30043 Todd Simpson Tel: 613-213-1917 Email: Todd.Simpson@airgas.com 11. Jasic Technologies/ Supplier $128,304 Razorweld 25503 74th Avenue S Kent WA 98032-6012 Chris Dickinson Tel: 206-432-6483 Email: chris@razorweld.com 12. Weldcote Metals Supplier $116,095 PO Box 841928 Boston MA 02284-1928 Cindy Peeler Tel: 877 866-4115 Email: cpeeler@weldcotemetals.com 13. Vaco LLC Consultants $94,006 5501 Virginia Way, Suite 120 Brentwood TN 37027 Valdo Melton Tel: 615-324-8226 Email: vmelton@vaco.com 14. ORS Nasco Supplier $92,791 One Pkwy North Blvd, St Deerfield IL 60015 Kimberly Pressley Tel: 918 687-5441 Email: kimberly.pressley@orsnasco.com 15. Expo Propane Supplier $87,808 11021 Garvey Ave El Monte CA 91733 Monica Nevarez-Lara Tel: 818-838-4400 Email: Monican@expopropane.com 16. Pferd Inc. Supplier $86,352 PO Box 8849 Carol Stream IL 60197-8849 Carl Bing Tel: 800 342-9015 Email: cbing@pferdusa.com 17. Lewis Brisbois Legal Counsel $70,653 Bisgaard & Smith LLP 2929 N.Central Ave. Suite 1700 Phoenix AZ 85012 Kerri Schooley Tel: 602-385-1040 Email: kerri.schooley@lewisbrisbois.com 18. Air Products And Chemical Supplier $66,803 PO Box 71200 Mail Code: 5701 Charlotte NC 28272-1200 Tel: 877 210-0611 Email: customersupport@airproducts.com 19. Alltra Corporation Supplier $62,016 PO Box 370 Dewey OK 74029 Tel: 918-534-5102 Email: accounts.receivable@alltracorp.com 20. Guillermo Gallardo Landlord $56,000 c/o Law Offices of David Kestner & Associates, APC David Kestner, CEO 410 East Merced Avenue, Ste B, West Covina CA 91760 Tel: 8888987322 Email: guillermo@completewelding.com 21. Rigoli Pacific Supplier $51,820 1983 Potrero Grande Drive Monterey Park CA 91755 Dominic Rigoli Tel: 626 573-0242 Email: Dominic.rigoli@yahoo.com 22. Collins/Pinnacle Propane Supplier $49,537 1445 East Fm 544 Wylie TX 75098 Sammi Hess Tel: 945-468-5901 Email: sammi.hess@pinnaclpropane.com 23. Black Mountain Landlord $49,199 Investment Company, LLC 2200 E Camelback Rd, Ste 207 Phoenix AZ 85016 Tel: 602-956-5636 Email: info@blackmountain.com 24. Holland & Hart Legal Counsel $48,325 P.O. Box 17283 Denver CO 80217-0283 Brian Hoffman Tel: 303-295-8000 Email: bnhoffman@hollandhar.com 25. Lime City Propane Supplier $46,943 1820 N. 350 E. Huntington IN 46750 Cassie Cotton Tel: 260 358-7977 Email: limecitypropane@gmail.com 26. Tigunia, LLC IT Services $42,091 PO Box 31014 Edmond OK 73003 Bob Buseck Tel: 601-213-4913 Email: bbuseck@tigunia.com 27. Techniweld Supplier $42,008 PO Box 44226 Atlanta GA 30336-1226 Michael Farmer Tel: 800 445-2152 Email: michael.farmer@techniweldusa.com 28. Computers Unlimited IT Services $39,272 2407 Montana Ave Billings MT 59101 Vickie Davis Tel: 406-255-9500 Email: vickied@cu.net 29. IWS - Industrial Welding Supplier $38,086 Supply Co 125 Thruway Park Broussard LA 70518 Tel: 504 392-2400 Email: info@gasand supply.com 30. FTI Consulting Consultants/ $37,737 16701 Melford Blvd. Suite 200 Accountants Bowie MD 20715 Gary Goolsby Tel: 713-353-5442 Email: gary.goolsby@fticonsulting.com TD HOLDINGS: Posts $1.3 Million Net Income in Third Quarter ----------------------------------------------------------- TD Holdings, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $1.30 million on $37.89 million of total revenues for the three months ended Sept. 30, 2022, compared to net income of $457,615 on $54.77 million of total revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net income of $4.32 million on $139.73 million of total revenues compared to a net loss of $722,805 on $144.19 million of total revenues for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $260.98 million in total assets, $26.51 million in total liabilities, and $234.47 million in total equity. Impact of COVID-19 TD Holdings said, "Since the beginning of 2022, another wave of COVID-19 variants broke out in China, which caused surging numbers of COVID-19 cases in certain cities, such as Shenzhen, Shanghai and Beijing, where relevant local governments have taken certain lock-down and other restrictive measures to prevent the further spread of COVID-19. As a result, our operations in Shanghai at the beginning of 2022 were temporarily affected for about two weeks primarily attributable to the closure of our warehouse as local authorities in Shanghai imposed strict lock-down measures since March 2022 and have been recovered subsequently since the lock-down restrictions in Shanghai have been gradually lifted. During the three months ended September 30, 2022, our operations in Shanghai were temporarily affected due to the sporadic outbreak of COVID-19, which resulting in a decrease in revenue for the same period. To the best knowledge of our management, our business and financial conditions had not been materially adversely impacted by the resurgence of COVID-19 for the nine months ended September 30, 2022. "The economic effect of a prolonged pandemic is difficult to predict and could result in a material financial impact on the Company's future reporting periods. The actual impact caused by the COVID-19 outbreak will depend on its subsequent development. We will continue to assess the impacts of COVID-19 on the business and financial performance of our Group and will closely monitor the risks and uncertainties arising thereof, and may take further actions that alter our operations, or that we determine are in the best interests of our employees and third parties with which we do business." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1556266/000121390022071223/f10q0922_tdholdings.htm About TD Holdings TD Holdings, Inc. is a service provider currently engaging in commodity trading business and supply chain service business in China. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading. For more information, please visit http://ir.tdglg.com. TD Holdings reported a net loss of $940,357 for the year ended Dec. 31, 2021, a net loss of $5.95 million for the year ended Dec. 31, 2020, and a net loss of $6.94 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $274.62 million in total assets, $28.26 million in total liabilities, and $246.36 million in total equity. THOMPSON MILLWORK: Seeks to Hire Sasser Law Firm as Counsel ----------------------------------------------------------- Thompson Millwork, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Sasser Law Firm as counsel. The firm's services include: (a) providing legal advice with respect to powers and duties as Debtor-in-Possession, the continued operation of its business and management of its property; (b) preparing and filing monthly reports, plan of reorganization and disclosure statement; (c) preparation on behalf of the Debtor-in-Possession of necessary motions, applications, answers, orders, reports, and other legal papers; (d) performing all other legal services for the Debtor until and through the case's confirmation, dismissal or conversion; (e) undertaking necessary action, if any, to avoid liens against the Debtor's property obtained by creditors and recover preferential payments within 90 days of the Debtor's bankruptcy filing; (f) performing a search of public records to locate liens and assess validity; and (g) representing the Debtor at court hearings and any 2004 examination. The firm will be paid at these rates: Attorneys $350 per hour Legal Assistants $$60 per hour The Debtor paid the firm a retainer of $5,000, and $1,738 filing fee. Philip Sasser, Esq., at Sasser Law Firm, disclosed in court filings that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Philip Sasser, Esq. Sasser Law Firm 2000 Regency Parkway, Suite 230 Cary, NC 27518 Tel: (919) 319-7400 Fax: (919) 657-7400 Email: psasser@carybankruptcy.com About Thompson Millwork, LLC Thompson Millwork LLC is a turnkey commercial casework and specialty millwork provider based in Durham, North Carolina. Thompson Millwork LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-802102) on Oct. 26, 2022. In the petition filed by Matthew Thompson, as managing member, the Debtor reported assets and liabilities between $1 million and $10 million. Brian Richard Anderson has been appointed as Subchapter V trustee. The Debtor is represented by Philip Sasser, Esq., at Sasser Law Firm. TIMBER PHARMACEUTICALS: Incurs $3.2M Net Loss in Third Quarter -------------------------------------------------------------- Timber Pharmaceuticals, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.18 million on $0 of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $3.01 million on $266,974 of total revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $15.75 million on $83,177 of total revenue compared to a net loss of $7.84 million on $696,527 of total revenue for the same period in 2021. As of Sept. 30, 2022, the Company had $12.79 million in total assets, $5.15 million in total liabilities, and $7.63 million in total stockholders' equity. The Company has no product revenues, incurred operating losses since inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company had an accumulated deficit of approximately $44.6 million at Sept. 30, 2022 and approximately $12.7 million of net cash used in operating activities for the nine months ended Sept. 30, 2022. As of Sept. 30, 2022, the Company had cash of approximately $11.2 million. Going Concern Timber said, "The Company has evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the filing of this Quarterly Report on Form 10-Q. Based on such evaluation and the Company's current plans, which are subject to change, management believes that the Company's existing cash and cash equivalents as of September 30, 2022, were sufficient only to satisfy our operating cash needs into the second quarter of 2023. Thus, the Company's current cash on hand at September 30, 2022, was potentially not sufficient to satisfy our operating cash needs for the twelve months from the filing of this Quarterly Report on Form 10-Q. The Company closed on a stock and warrant offering in October 2022. However, with the net proceeds of that offering, the Company's cash and cash equivalents will be sufficient only to satisfy the Company's operating cash needs into the second quarter of 2023. "The Company will need to raise substantial additional funds via the issuance of additional debt or equity and/or the completion of a licensing or other commercial transaction for one or more of the Company's product candidates. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future clinical studies and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or convertible debt financings will likely have a dilutive effect on the holdings of the Company's existing stockholders." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001504167/000155837022017529/tmbr-20220930x10q.htm About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber Pharmaceuticals reported a net loss of $10.64 million for the year ended Dec. 31, 2021, compared to a net loss of $15.12 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $9.91 million in total assets, $8.56 million in total liabilities, and $1.35 million in total stockholders' equity. Short Hills, New Jersey-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. TRANSPORTATION DEMAND: Amends Class 4A Unsecured Claims Pay Details ------------------------------------------------------------------- Transportation Demand Management, LLC ("TDM") and Transportation Demand Management Holdings, LLC, submitted a Third Amended Combined Disclosure Statement and Chapter 11 Plan of Reorganization dated November 10, 2022. Since the filing of the case TDM has exceeded or met its revenue projections. TDM has continued to make payments to secured creditors and lessors since the filing date. TDM is current on all lease obligations. TDM believes it will continue to generate revenue both from its historical and new customer base. The Plan is a reorganizing plan. In other words, by the Plan, the Debtors seek to satisfy the claims of its Creditors by using future business income. Class 4A consists of General Unsecured Claims. All unsecured creditors with an allowed unsecured claim less than or equal to $10,000.00 shall be paid in full on the Effective Date. Pursuant to an agreement with the Debtors (i) Caine & Weiner has agreed to accept $5,000 in full satisfaction of its claim in the amount of $17,980 and (ii) Foster Garvey has agreed to accept $10,000 in full satisfaction of its claim of 56,921. Accordingly, these claim will be classified in Class 4A. Class 4A is unimpaired under the Plan. Like in the prior iteration of the Plan, all unsecured creditors with an allowed unsecured claim in excess of $10,000.00 shall be paid in full years six through ten of the Plan in equal monthly installments. The Plan will be funded by the operations of the Debtors. The Debtors projections evidence that there is little risk that the Debtors will be unable to make the requisite payments under the Plan. This is especially true as the Debtors unsecured creditor pool is relatively small and only claims less than $10,000 will be paid on the Effective Date. As of the Effective Date, the Confirmation Order shall enjoin the prosecution, whether directly, derivatively or otherwise, of any claim, obligation, suit, judgment, damage, demand, debt, right, cause of action, liability or interest released, discharged or terminated pursuant to the Plan. Except as provided in this Plan or the Confirmation Order, as of the Effective Date, all entities that have held, currently hold or may hold a claim or other debt or liability that is discharged or an interest or other right of an equity security holder that is terminated pursuant to the terms of the Plan are permanently enjoined from taking any of the following actions against the Debtors, the Reorganized TDM, the Estate, or their property on account of any such discharged claims, debts or liabilities or terminated interests or rights: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to the Debtors; and (v) commencing or continuing any action in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan. Holdings and TDM function as a single economic unit and creditors have treated them as such. Holdings is the 100% owner of TDM and exists solely to support TDM's ownership structure. Further the business affairs of the Debtors are inextricably intertwined as Holdings is the sole owner of TDM. Consolidation will certainly benefit all creditors by reducing the costs and the complication in these cases. A full-text copy of the Third Amended Combined Disclosure Statement and Plan dated November 10, 2022, is available at https://bit.ly/3UE0vzY from PacerMonitor.com at no charge. Attorney for Debtors: Nathan T. Riordan, Esq. Wenokur Riordan PLLC 600 Stewart St #1300 Seattle, WA 98101 Phone: +1 206-724-0846 About Transportation Demand Management Transportation Demand Management, LLC is a motorcoach and minibus operator in the Pacific Northwest with a fleet of over 90 motorcoaches and mini buses of varying size generating more than $15M in annual sales. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-10482-MLB) on March 26, 2022. In the petition signed by Gladys Gillis, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Marc Barreca oversees the case. Nathan T. Riordan, Esq., at Wenokur Riordan PLLC is the Debtor's counsel. TVS CONSTRUCTION: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized TVS Construction Services, LLC to use cash collateral on a final basis. The Court held that the Debtor's request is granted "on a final basis through November 1, 2022 on the same terms and conditions set forth in the Second Interim Order Granting Motion by Debtor-in-Possession for Authority to Use Cash Collateral and Emergency Hearing Requested Through December 8, 2022; A Further Preliminary Hearing on this Matter Will be Held on December 8, 2022 (Doc. No. 46)." The Court also held that the hearing scheduled for December 8 at 10:30 a.m. is cancelled. The Debtor was previously permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget; and (c) additional amounts as may be expressly approved in writing by the US Small Business Administration as creditor -- which approval will not be unreasonably withheld -- within 48 hours of the Debtor's request. The Debtor will be entitled to prompt court hearings on any disputed proposed expenditures. The prior court order provided that, as adequate protection, the SBA will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable nonbankruptcy law. The Debtor agreed to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the SBA. A continued hearing on the matter is set for December 8 at 10:30 a.m. A copy of the prior court order and the Debtor's budget for the period from July to December 2022 is available at https://bit.ly/3Amv7yg from PacerMonitor.com. The Debtor projects $220,000 in gross sales and $188,160 in total operating expenses. About TVS Construction Services, LLC TVS Construction Services, LLC is a construction company that offers clients a broad scope of services with over 25 years of combined construction experience in Metal Framing, Drywall, Acoustical Ceilings, and Insulation. Project experience ranges from single family residential construction, multi-story condominiums to interior build-outs, office buildings, academic and institutional. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02312) on June 29, 2022. In the petition signed by Terry V. Savage, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Grace E. Robson oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC is the Debtor's counsel. URBAN COMMONS 2: Case Summary & 10 Unsecured Creditors ------------------------------------------------------ Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Urban Commons 2 West LLC 22-11509 3334 East Coast Highway, No. 350 Corona Del Mar, CA 92625 Urban Commons 2 West II LLC 22-11510 3334 East Coast Highway, No. 350 Corona Del Mar, CA 92625 Urban Commons 2 West III LLC 22-11511 3334 East Coast Highway, No. 350 Corona Del Mar, CA 92625 Urban Commons 2 West IV LLC 22-11512 3334 East Coast Highway, No. 350 Corona Del Mar, CA 92625 Urban Commons 2 West Operating Tenant LLC 22-11513 3334 East Coast Highway, No. 350 Corona Del Mar, CA 92625 Business Description: The Debtors are part of the traveler accommodation industry. Chapter 11 Petition Date: November 15, 2022 Court: United States Bankruptcy Court Southern District of New York Judge: Hon. Philip Bentley Debtors' Counsel: Robert L. Rattet, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212 286 1884 Email: rlr@dhclegal.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Taylor Woods as authorized signatory. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/P3WTI3Y/Urban_Commons_2_West_LLC__nysbke-22-11509__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MD3V42A/Urban_Commons_2_West_II_LLC__nysbke-22-11510__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MK5YULI/Urban_Commons_2_West_III_LLC__nysbke-22-11511__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MV7KKLY/Urban_Commons_2_West_IV_LLC__nysbke-22-11512__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/KAUQ6DY/Urban_Commons_2_West_Operating__nysbke-22-11513__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 10 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Battery Park City Authority Landlord $13,737,073 c/o Ephron-Mandel & Howard L.L.P. Attn: Damon P. Howard 299 Broadway, 17th Floor New York, NY 10007 2. Con Edison Utilities $125,450 4 Irving Place New York, NY 10003 3. Direct Energy Business Utilities $53,139 1001 Liberty Avenue Pittsburgh, PA 15222 4. Highgate Hotels, L.P. $1,800,000 870 Seventh Avenue, 2nd Floor New York, NY 10019 5. Ichigo, Inc. Bond Holders $5,000,000 Imperial Hotel Tower 1-1-1, Uchisaiwaicho Chiyoda-ku, Tokyo, Japan 6. Landmark Ventures (USA) Inc. Judgment $59,524 475 Park Avenue South, 25th Floor New York, NY 10016 7. LHW Services GMBH $94,460 Haldenstrasse 23, 6006 Lucerne, Switzerland 8. New York Hotel & $2,000,000 Motel Trades Council Attn: Peter Ward 707 Eighth Avenue New York, NY 10036 9. NY Hotel Trades Council $0 Employee Benefit Funds 305 West 44th Street New York, NY 10036 10. NYC Environmental Judgment $3,000 Control Board 66th John Street, 10th Floor New York, NY 10038 USI INC: Moody's Assigns B1 Rating to $2.5BB Sr. Secured Term Loan ------------------------------------------------------------------ Moody's Investors Service has assigned a B1 rating to a $2.5 billion seven-year senior secured term loan being issued by USI, Inc. (corporate family rating B2, USI). USI expects to use the net loan proceeds plus cash on hand to repay an outstanding $2.5 billion term loan scheduled to mature in May 2024 and to pay related fees and expenses. The rating outlook for USI is unchanged at stable. RATINGS RATIONALE USI's ratings reflect its strong presence in US middle market insurance brokerage and its good balance of property and casualty insurance and employee benefits business, according to Moody's. USI often sells through teams of industry and product specialists to make its full range of products and services available to a given client. This approach, combined with a slowing pace of acquisitions, has helped USI improve its organic growth and EBITDA margin in recent years. Offsetting these strengths are USI's significant debt burden and its exposure to higher interest rates on the debt. The company also faces potential liabilities from errors and omissions in the delivery of professional services. USI has reduced its financial leverage over the past couple of years through EBITDA growth and slight amortization of its term loans. Moody's expects that USI will maintain a debt-to-EBITDA ratio of 6x-7x, (EBITDA - capex) interest coverage of 2x-3x, and a free-cash-flow-to-debt ratio in the mid-single digits. These metrics include the rating agency's adjustments for operating leases, contingent earnout obligations and run-rate EBITDA from acquisitions. USI generated organic revenue growth of 9% through the first nine months of 2022, with solid contributions from property and casualty insurance and employee benefits lines. Organic growth rates for USI and other insurance brokers will likely decline in the year ahead based on slower US economic growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade of USI's rating include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest consistently above 2.5x, and (iii) free-cash-flow-to-debt ratio consistently above 6%. Factors that could lead to a downgrade of the rating include: (i) debt-to-EBITDA ratio above 7x, (ii) (EBITDA - capex) coverage of interest below 1.5x, or (iii) free-cash-flow-to-debt ratio below 3%. The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018. Based in Valhalla, New York, USI offers a broad range of property and casualty insurance and employee benefits products and services to middle market businesses across the US. The company generated revenue of $2.3 billion in the 12 months through September 2022. USI INC: S&P Assigns 'B' Debt Rating on New $2.5BB Term Loan B -------------------------------------------------------------- S&P Global Ratings assigned its 'B' debt rating to USI Inc.'s proposed $2.5 billion term loan B due 2029. S&P also assigned a '3' recovery rating, indicating its expectation of meaningful recovery (50%) in the event of payment default. S&P said, "We also rate USI's $400 million first-lien credit facility and $682 million term loan B-2 'B', with a recovery rating of '3' (50%). In addition, we rate USI's $615 million senior notes due 2025 'CCC+', with a recovery rating of '6' (0%). "We expect the new financing to have similar terms to the company's existing first-lien term loans and USI to use the proceeds to refinance the company's maturing $2.480 billion term loan B, and pay related fees and expenses. We expect this transaction to be leverage neutral and pro forma financial leverage as of the 12 months ended September 30, 2022, to be 5.9x with EBITDA interest coverage exceeding 2.5x. "For fiscal year 2022, we expect USI to deliver mid-to-upper single-digit organic growth, with minimal acquisitive activity further supplementing growth. EBITDA margins are expected to remain steady between 29%-31%, with pro forma leverage of 5.5x-6.0x and EBITDA interest coverage above 2.5x." VANTAGE DRILLING: Incurs $20.5 Million Net Loss in Third Quarter ---------------------------------------------------------------- Vantage Drilling International has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $20.53 million on $70.96 million of total revenue for the three months ended Sept. 30, 2022, compared to a net loss of $21.74 million on $52.85 million of total revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported net income of $13.61 million on $202.53 million of total revenue compared to a net loss of $86.72 million on $108.62 million of total revenue for the same period during the prior year. As of Sept. 30, 2022, the Company had $750.49 million in total assets, $113.61 million in total current liabilities, $348.08 million in long-term debt (net of discount and financing costs), $9.33 million in other liabilities, and $279.46 million in total equity. The Company stated, "The prolonged low contract dayrate environment caused by the spread of COVID-19, the resulting decline in global economic activity and the oil price and market share volatility began to reduce our liquidity and capital resources in the second quarter of 2020 through much of 2021. Moreover, the global events that transpired in 2020 and 2021 had significant and adverse consequences for general financial, business and economic conditions, as well as for the financial, business and economic position of our business and the business of our customers and suppliers. While global economic activity has shown signs of recovery during portions of 2021 and 2022, global inflationary pressures (including the actions taken by central banks and regulators across the world in an attempt to reduce, curtail and address such pressures and conditions), the Russo-Ukrainian War and other macroeconomic conditions could trigger a global recession and, in the process, materially and adversely impact our ability to derive cash flows from our operations and access capital funding sources from third parties in the near- and long-term. "We experienced, and could experience further delays in the collection of certain accounts receivables due to logistical obstacles resulting from the COVID-19 pandemic, such as office closures, as well as other impacts to our long-term liquidity. Ongoing and additional governmental measures, such as widespread lock downs, nightly curfews, territorial entry restrictions and mandates, could impact our ability to operate in locations where such restrictions and requirements are in place, including those locations where we derive material revenue. In addition, the Russo-Ukrainian War, as well as the resulting impact of ongoing and expanded sanctions imposed by western nations, could adversely impact the global oil and gas markets for the foreseeable future and, in the process, our ability to access additional capital funding sources. During these uncertain times, we have sought, and continue to seek, measures to reduce our operating costs and preserve cash. We could implement further cost reduction measures and alter our general financial strategy in the near- and long-term." Management Commentary Ihab Toma, CEO, commented: "The third quarter represented a good quarter for the Company as we generated positive EBITDA even with one of our four rigs out of service undergoing maintenance. We also reported a positive change in working capital as we were able to collect overdue accounts receivable from prior periods. The successful quarter is a testament to our operations teams and the teams that support them." Mr. Toma continued: "The market continues to show signs of strength with day rates improving both in the deepwater and shallow water space. Our focus will be to continue to participate in this market expansion to secure higher day rates and increase margins while delivering safe, efficient and reliable service to our clients." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1465872/000095017022024551/ck0001465872-20220930.htm About Vantage Drilling International Vantage Drilling International, a Cayman Islands exempted company, is an offshore drilling contractor, with a fleet of two ultra-deepwater drillships, and five premium jackup drilling rigs. Its primary business is to contract drilling units, related equipment and work crews primarily on a dayrate basis to drill oil and natural gas wells globally for major, national and independent oil and gas companies. The Company also markets, operates and provides management services in respect of, drilling units owned by others. Vantage Drilling reported a net loss of $110.25 million for the year ended Dec. 31, 2021, compared to a net loss of $276.76 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $754.30 million in total assets, $96.69 million in total current liabilities, $347.68 million in long-term debt, $9.96 million in other long-term liabilities, and $299.97 million in total equity. * * * As reported by the TCR on May 9, 2022, S&P Global Ratings affirmed its 'CCC' issuer credit rating on Vantage Drilling International. S&P said the 'CCC' rating reflects the refinancing risk related to the company's $350 million senior secured notes due November 2023. VBI VACCINES: Incurs $25.2 Million Net Loss in Third Quarter ------------------------------------------------------------ VBI Vaccines Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $25.21 million on $317,000 of net revenues for the three months ended Sept. 30, 2022, compared to a net loss of $15.85 million on $107,000 of net revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $92.16 million on $789,000 of net revenues compared to a net loss of $50.97 million on $550,000 of net revenues for the same period during the prior year. As of Sept. 30, 2022, the Company had $172.01 million in total assets, $34.68 million in total current liabilities, $53.51 million in total non-current liabilities, and $83.82 million in total stockholders' equity. VBI Vaccines stated, "The Company will require significant additional funds to conduct clinical and non-clinical trials, commercially launch our products, and achieve regulatory approvals. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, structured asset financings, government or non-governmental organization grants or subsidies, and/or revenues from potential business development transactions, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. The above conditions raise substantial doubt about the Company's ability to continue as a going concern." Management Commentary Jeff Baxter, VBI's President and CEO commented: "Our second quarter of the U.S. launch of PreHevbrio saw continued progress as our field teams worked to raise awareness of the new CDC adult hepatitis B (HBV) vaccination recommendations and the value proposition of our differentiated 3-antigen HBV vaccine. The launch is proceeding as planned, and we are pleased with the increased excitement, clinical demand, and overall reception our field teams have received. We have continued the implementation of critical market access and contracting infrastructure, all of which are key pieces of the initial groundwork needed to support mid-term commercial success. "Outside of the U.S., we were very pleased to announce a marketing and distribution partnership with Valneva in certain European countries, and we look forward to working with their team to provide access to PreHevbri in these countries beginning in early 2023. For the rest of our pipeline, we continue to advance our lead candidates targeting chronic HBV, glioblastoma (GBM), and coronaviruses, and look forward to the anticipated meaningful clinical readouts and regulatory milestones in each program." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/764195/000149315222031231/form10-q.htm About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $69.75 million for the year ended Dec. 31, 2021, compared to a net loss of $46.23 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $172.16 million in total assets, $40.53 million in total current liabilities, $26.07 million in total non-current liabilities, and $105.56 million in total stockholders' equity. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 7, 2022, citing that the Company has an accumulated deficit as of Dec. 31, 2021, and cash outflows from operating activities for the year-ended Dec. 31, 2021 and, as such, will require significant additional funds to conduct clinical and non-clinical trials, achieve regulatory approvals, and subject to such approvals, commercially launch its products. These factors raise substantial doubt about its ability to continue as a going concern. VENUS CONCEPT: Incurs $14.5 Million Net Loss in Third Quarter ------------------------------------------------------------- Venus Concept Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $14.50 million on $21.54 million of revenue for the three months ended Sept. 30, 2022, compared to a net loss of $8.84 million on $24.56 million of revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $33.64 million on $75.21 million of revenue compared to a net loss of $18.03 million on $72.99 million of revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $120.63 million in total assets, $110.61 million in total liabilities, and $10.01 million in total stockholders' equity. The Company has had recurring net operating losses and negative cash flows from operations. As of Sept. 30, 2022 and Dec. 31, 2021, the Company had an accumulated deficit of $214,188 and $180,405, respectively. The Company was in compliance with all required covenants as of Sept. 30, 2022, and Dec. 31, 2021. Venus Concept, "The Company's recurring losses from operations and negative cash flows raise substantial doubt about the Company's ability to continue as a going concern within 12 months from the date that the unaudited condensed consolidated financial statements are issued. As of September 30, 2022, and for the nine months then ended, management believes the impact of Covid-19 on our business has largely subsided, but we continue to closely monitor all Covid-19 developments including its impact on our customers, employees, suppliers, vendors, business partners, and distribution channels. In addition, the global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increases to inflation rates, rising interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on our business cannot be predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit facilities." Management Commentary "Venus Concept delivered third quarter revenue results that were in line with the preliminary revenue expectations provided on October 3rd," said Rajiv De Silva, chief executive officer of Venus Concept. "While revenue declined on a year-over-year basis in Q3, our strategic initiative to prioritize cash systems sales resulted in a notably higher mix of cash system sales and stronger cash flow from the sale of our highly-differentiated technologies, compared to the prior year period. We also made progress on our strategic initiative to optimize our international operations including closing underperforming direct sales offices in countries which are not anticipated to produce sustainable results. The organization remains highly focused on our key strategic initiatives to further enhance the cash flow profile of our business and to accelerate our path to long-term, sustainable, profitability." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1409269/000143774922026907/vero20220930_10q.htm About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. Venus Concept reported a net loss of $22.14 million for the year ended Dec. 31, 2021, compared to a net loss of $82.82 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $132.75 million in total assets, $109.36 million in total liabilities, and a total stockholders' equity of $22.84 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 28, 2022, citing that the Company has reported recurring net losses and negative cash flows from operations, that raises substantial doubt about its ability to continue as a going concern. VERICAST CORP: S&P Upgrades ICR to 'CCC' on Distressed Exchanges ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Vericast Corp. to 'CCC' from 'SD' (selective default) and its issue-level rating on the exchanged first-lien term loans to 'CCC+' from 'D' (recovery rating: '2'). S&P said, "At the same time, we lowered our issue-level rating on the company's 11.0% first-lien notes due 2026 to 'CCC+' from 'B-' (recovery rating: '2') and our issue-level rating on its 13.0% second-lien notes due 2027 to 'CC' from 'CCC-' (recovery rating: '6'). "Additionally, we assigned our 'CC' issue-level rating (recovery rating: '6') to the newly issued 12.5% second-lien notes due 2027. The negative outlook on Vericast reflects its unsustainable leverage, heavy debt fixed charges, challenged advertising end markets, and the potential that it will undertake a distressed debt exchange or debt restructuring over the next 12 months." Vericast, a print-based customer service and solutions company headquartered in Texas, has completed its distressed exchanges, including subordinating certain first-lien debt, delaying the payment of certain mandatory debt amortization, and extending the maturity of certain first-lien debt. However, the company still faces heavy debt fixed charges and challenged conditions in its advertising end markets that will strain its cash generation. The company's distressed exchanges have alleviated some of its near-term debt fixed charges, though S&P still views its capital structure as unsustainable. Vericast completed its proposed transactions, which included: -- Refinancing its existing $1.1 billion first-lien term loan due 2026 by subordinating $272 million into new $283 million second-lien notes due 2027. It amended the remaining portion into a new $785 million first-lien term loan due 2026; -- Deferring the next four quarters of 1.625% quarterly mandatory amortization payments into a single payment due in 2025; and -- Exchanging $8.7 million of the initial first-lien term loan due 2023 into the new first-lien term loan due 2026. $38 million of the initial first-lien term loan due 2023 remains outstanding. While these transactions have removed a substantial amount of its debt fixed charges over the next 12 months and reduced its first-lien leverage, the company has not reduced its total debt load. Pro forma for the transactions, Vericast's total gross reported debt exceeds $2.8 billion. S&P said, "We expect the company will struggle to materially reduce its leverage through organic growth due to our expectation for negative free operating cash flow (FOCF) and continued challenges in its print advertising businesses, which will limit any substantial expansion in its EBITDA. Specifically, we forecast the company's leverage will remain very high in the mid-7x area in 2023 after declining from the mid-8x area in 2022. In our view, Vericast may need to pursue additional distressed exchanges or debt restructurings over the next 12 months to address it unsustainable capital structure." Vericast's already substantial interest burden will increase due to rising interest rates. Since its refinancing in September 2021, the company's debt load of over $2.8 billion has burdened it with substantial interest costs. S&P said, "We expect its total annual interest burden will increase over the next two years due to Vericast's exposure to rising interest rates through its floating-rate debt, which is not hedged. We forecast LIBOR will increase to 4.7% by the end of 2023, which will drive up the annual cost of the company's recently amended $785 million first-lien term loan, which bears interest of LIBOR+7.75%. Combined with the already high fixed interest costs on its 11% first-lien notes, 13% second-lien notes, and newly placed 12.5% second-lien notes, we believe Vericast's annual interest burden will exceed $330 million in 2023. This burden will easily exceed two-thirds of the company's expected EBITDA generation over the next year. After its cash tax payments, working capital, and capital expenditure (capex), we expect the company will need to rely on its asset-based lending (ABL) revolver and cash on hand to service the $38 million first-lien term loan maturing in November 2023 and its mandatory debt amortization starting in the fourth quarter of 2023." Vericast may also need to pursue additional debt capital raises or asset sales to increase its liquidity over the next two years. S&P said, "We expect the demand for the company's print advertising products will remain challenged. Vericast's shared mail and print-based marketing product sales declined substantially in 2020 and 2021, due to coronavirus pandemic-induced economic challenges, and we now anticipate the recovery of these sales will be further challenged by the anticipated U.S. recession in 2023. Specifically, the company's print-based advertising sales to its consumer packaged goods (CPG) and grocery clients have been hampered by pullbacks in client spending, inflation concerns, and budget constraints. We believe management is attempting to address these challenges by optimizing its shared mail network among its clients and implementing strategic pricing actions to offset the softer client demand and improve the economic viability of its product offerings." The potential recovery in the company's EBITDA generation is greatly dependent on its ability to improve the operating performance of these product lines because they comprise roughly half of its total revenue. The sales of Vericast's check products support its EBITDA generation, though the demand for these products is in secular decline. The company's check printing products and services accounted for roughly $570 million of its revenue over the 12-months ended Sept. 30, 2022. These products comprise the vast majority of its annual EBITDA generation and cash flow due to the company's entrenched client relationships and significant market share in this space, which have supported consistently favorable price dynamics and healthy unit economics. Nevertheless, these products continue to suffer from organic volume declines because consumers are using printed checks less frequently and instead relying on other forms of payment processing, such as digital methods. In S&P's view, Vericast's price increases on these products will be insufficient to offset the magnitude of its volume declines, thus it estimates the EBITDA from its check products, while substantial, will decline over time and potentially lead to a drop in its organic cash generation. The negative outlook on Vericast reflects its unsustainable leverage, heavy debt fixed charges, challenged advertising end markets, and the potential that it could undertake a distressed debt exchange or debt restructuring over the next 12 months. S&P could lower its rating on Vericast if: -- It announces a debt exchange or debt restructuring; or -- S&P anticipates a payment default occurring in the next six months. S&P could raise its rating on Vericast if: -- S&P no longer views a distressed exchange or debt restructuring as likely over the next 12 months; and -- The company's operating performance improves substantially such that S&P anticipates its expected cash generation will comfortably cover its operating costs and debt fixed charges over the next 12 months. ESG credit indicators: E-2, S-2, G-3 VISTAGEN THERAPEUTICS: Incurs $17.5M Net Loss in Second Quarter --------------------------------------------------------------- Vistagen Therapeutics, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss and comprehensive loss of $17.48 million on ($892,500) of total revenues for the three months ended Sept. 30, 2022, compared to a net loss and comprehensive loss of $12.79 million on $358,000 of total revenues for the three months ended Sept. 30, 2021. For the six months ended Sept. 30, 2022, the Company reported a net loss and comprehensive loss of $37.26 million on ($582,500) of total revenues compared to a net loss and comprehensive loss of $20.54 million on $712,100 of total revenues for the six months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $40.70 million in total assets, $11.10 million in total liabilities, and $29.60 million in total stockholders' equity. "We had cash and cash equivalents of approximately $35.3 million at September 30, 2022, which we believe is probable not to be sufficient to fund our planned operations for the twelve months following the issuance of these consolidated financial statements, which raises substantial doubt that we can continue as a going concern. We are continuing to evaluate our cash resources given the results of PALISADE-1 and our decisions to (i) resume recruitment and enrollment in PALISADE-2 following the independent third-party interim analysis of data from subjects randomized in PALISADE-2 to date, (ii) end recruitment and enrollment in the PALISADE Open-Label Safety Study (PALISADE OLS), a multiple-use, multiple-assessment long-term safety study of PH94B for the treatment of SAD, (iii) continue our small exploratory Phase 2A clinical study of PH94B in adults experiencing AjDA and (iv) prepare to conduct a small and brief Phase 1 clinical safety study of PH10 to facilitate potential Phase 2B development, on our own or with a collaborator, of PH10 as a potential stand-alone rapid-onset treatment for MDD. We are continuing to evaluate the resulting implications for the conduct and timing of other clinical trials and strategies and opportunities for the development and commercialization, on our own or with collaborators, all of our product candidates. However, as we have not yet developed products that generate recurring revenue and, in the event we successfully complete future clinical and/or nonclinical programs, we will need to invest substantial additional capital resources to develop and commercialize our drug candidates." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1411685/000185173422000662/vtgn20220930_10q.htm About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com-- is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. VistaGen reported a net loss and comprehensive loss of $47.76 million for the fiscal year ended March 31, 2022, compared to a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021. As of June 30, 2022, the Company had $58.73 million in total assets, $12.67 million in total liabilities, and $46.05 million in total stockholders' equity. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 23, 2022, citing that the Company has suffered negative cash flows from operations and recurring losses from operations since inception, resulting in an accumulated deficit of $267.6 million as of March 31, 2022, that raise substantial doubt about its ability to continue as going concern. VTV THERAPEUTICS: Incurs $4.3 Million Net Loss in Third Quarter --------------------------------------------------------------- vTv Therapeutics Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the company of $4.26 million on $0 of revenue for the three months ended Sept. 30, 2022, compared to a net loss attributable to the company of $1.09 million on $3 million of revenue for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported a net loss attributable to the company of $14.42 million on $2.01 million of revenue compared to a net loss attributable to the company of $5.94 million on $3.99 million of revenue for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $35.52 million in total assets, $27.88 million in total liabilities, $24.21 million in redeemable noncontrolling interest, and a total stockholders' deficit attributable to the company of $16.57 million. vtv Therapeutics stated, "As of September 30, 2022, we have an accumulated deficit of $267.1 million as well as a history of negative cash flows from operating activities. We anticipate that we will continue to incur losses for the foreseeable future as we continue our clinical trials. Further, we expect that we will need additional capital to continue to fund our operations. As of September 30, 2022, our liquidity sources included cash and cash equivalents of $15.3 million. In addition to available cash and cash equivalents discussed above, we are evaluating several financing strategies to fund the on-going and future clinical trials of TTP399, including direct equity investments and the potential licensing and monetization of other Company programs such as HPP737. The Company has a promissory note of $12.5 million under the G42 Purchase Agreement payable to the Company on or before May 31, 2023, and a promissory note of $4.0 million under the CinRx Purchase Agreement payable to the Company on November 22, 2022. "Based on our current operating plan, we may use the remaining availability of $37.3 million under our Sales Agreement with Cantor Fitzgerald pursuant to which we could offer and sell, from time to time, shares of our Class A common stock under the ATM Offering and our ability to sell approximately 9.4 million shares of Class A common stock to Lincoln Park pursuant and subject to the limitations of the LPC Purchase Agreement. However, the ability to use these sources of capital is dependent on a number of factors, including the prevailing market price of and the volume of trading in our Class A common stock. These factors raise substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1641489/000164148922000015/vtvt-20220930.htm About vTv Therapeutics vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company focused on developing oral small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by programs for the treatment of type 1 diabetes, Alzheimer's disease, and inflammatory disorders. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease (COPD), and genetic mitochondrial diseases. vTv Therapeutics reported a net loss attributable to the company of $12.99 million for the year ended Dec. 31, 2021, a net loss attributable to the company of $8.50 million for the year ended Dec. 31, 2020, and a net loss attributable to the company of $13.04 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $36.99 million in total assets, $29.60 million in total liabilities, $15.92 million in redeemable noncontrolling interest, and a total stockholders' deficit of $8.53 million. Raleigh, North Carolina-based Ernst & Young LLP, the Company's auditor since 2000, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. W&T OFFSHORE: Posts Third Quarter Net Income of $66.7 Million ------------------------------------------------------------- W&T Offshore, Inc. has filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission reporting net income of $66.72 million on $266.48 million of total revenues for the three months ended Sept. 30, 2022, compared to a net loss of $37.96 million on $133.95 million of total revenues for the three months ended Sept. 30, 2021. For the nine months ended Sept. 30, 2022, the Company reported net income of $187.70 million on $731.30 million of total revenues compared to a net loss of $90.38 million on $392.42 million of total revenues for the nine months ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $1.49 billion in total assets, $380.77 million in total current liabilities, $665.97 million in long-term debt, $398.72 million in asset retirement obligations (less current portion), $94.84 million in other liabilities, $113,000 in deferred income taxes, $4.90 million in commitments and contingencies, and a total shareholders' deficit of $55.02 million. As of Sept. 30, 2022, W&T had available liquidity of $497.1 million comprised of $447.1 million in cash and cash equivalents and $50.0 million of borrowing availability under W&T's first priority secured revolving facility provided by Calculus Lending LLC. At quarter-end, the Company had total debt of $701.5 million (or Net Debt of $254.3 million, net of cash and cash equivalents), consisting of the balance of the non-recourse Mobile Bay term loan of $152.0 million and $549.5 million of 9.75% Senior Second Lien Notes, net of unamortized debt issuance costs for both instruments. Total debt decreased by $7.7 million during the third quarter of 2022. Net Debt decreased by $77.1 million in the third quarter of 2022 due to the increase in cash and cash equivalents resulting from strong cash flows throughout the quarter driven by high oil and gas prices. As of Sept. 30, 2022, Net Debt to TTM Adjusted EBITDA was 0.5 times. Tracy W. Krohn, Chairman and chief executive officer, stated, "We had another very strong quarter of outstanding operational and financial results. Delivering consistent production volumes, coupled with sustained higher pricing allowed W&T to generate significant Adjusted EBITDA and Free Cash Flow. We delivered Adjusted EBITDA of $113.9 million in the third quarter and nearly $500 million for the first nine months of 2022. We also generated positive Free Cash Flow for the 19th consecutive quarter, totaling $71.1 million in the third quarter and over $350 million for the nine months ended September 30, 2022. This has placed W&T in a much stronger financial position, with cash on hand of $447 million and our Net Debt to Adjusted EBITDA ratio down to 0.5 times. Our proven strategy focused on free cash flow generation and operational excellence has positioned us well for the future.' "As you can see, we are well positioned for continued success in this strong commodity price environment, with stable production that we expect to support our positive outlook on continuing to generate meaningful free cash flow. Our strong financial position provides us with optionality and flexibility moving forward. We will continue to evaluate growth opportunities, both organically and inorganically, and we are poised to execute on accretive opportunities that meet our long-standing and proven criteria. We remain focused on executing our strategy and committed to increasing shareholder value." Subsequent to quarter-end, the Company entered into an amendment to the credit agreement for its first priority secured revolving facility, which, among other things, extended the maturity date and Calculus' commitment by up to one year to Jan. 3, 2024. The Company said it continues to monitor the capital markets for opportunities to refinance all or a portion of its 9.75% Senior Second Lien Notes (due November 2023). Mr. Krohn commented, "We are evaluating the available options to refinance the outstanding Second Lien Notes. Should the capital markets remain volatile, we're confident that the Company will be able to repay these notes prior to maturity out of future expected free cash flows, cash on hand, and access to our unused $100 million at-the-market equity program." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1288403/000155837022017011/wti-20220930x10q.htm About W&T Offshore W&T Offshore, Inc. -- http://www.wtoffshore.com-- is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. As of Sept. 30, 2022, the Company had working interests in 47 fields in federal and state waters and has under lease approximately 622,000 gross acres, including approximately 457,000 gross acres on the Gulf of Mexico Shelf and approximately 165,000 gross acres in the Gulf of Mexico deepwater. A majority of the Company's daily production is derived from wells it operates. W&T Offshore reported a net loss of $41.48 million for the year ended Dec. 31, 2021, compared to net income of $37.79 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $1.19 billion in total assets, $324.38 million in total current liabilities, $687.94 million in long-term debt, $368.08 million in asset retirement obligations (less current portion), $55.39 million in other liabilities, $113,000 in deferred income taxes, $4.50 million in commitments and contingencies, and a total shareholders' deficit of $247.18 million. * * * In October 2022, S&P Global Ratings revised the outlook to negative from stable and affirmed the 'CCC+' issuer credit rating on W&T Offshore Inc. S&P said the negative outlook reflects the upcoming maturity of W&T's senior secured notes, $552.5 million outstanding, at a time of uncertain capital markets that may make refinancing at acceptable terms challenging. As reported by the TCR on April 19, 2021, Moody's Investors Service upgraded W&T Offshore, Inc.'s Corporate Family Rating to Caa1 from Caa2, Probability of Default Rating to Caa1-PD from Caa2-PD and senior secured second lien notes rating to Caa2 from Caa3. The outlook was changed to stable from negative. "The upgrade of W&T Offshore's ratings reflects higher commodity prices that support continued positive free cash flow in 2021," said Jonathan Teitel, Moody's analyst. WANSDOWN PROPERTIES: Azari's Bid for Summary Judgment Denied ------------------------------------------------------------ Bankruptcy Judge David S. Jones of the US Bankruptcy Court for the Southern District of New York denies the motion for summary judgment filed by the Defendant Azadeh Nasser Azari in the avoidance action, adversary proceeding styled In re: WANSDOWN PROPERTIES CORPORATION N.V., Chapter 11, Debtor. WANSDOWN PROPERTIES CORPORATION N.V. Plaintiff, v. AZADEH NASSER AZARI, Defendant, Adv. Proc. No. 19-1450, (Bank. S.D.N.Y.). On the other hand, Judge Jones grants the Plaintiff Wansdown Properties CorporatioN N.V.'s partial motion for summary judgment as to the Complaint's First and Second affirmative defenses. Wansdown managed assets on behalf of the Princess Achraf Pahlavi of Iran. After the Princess' expulsion from Iran following the Iranian Revolution in 1979, the Princess lived in several homes around the world — including Wansdown's seven-story New York Townhouse. The Townhouse was Wansdown's principal asset, which also served as Wansdown's principal place of business. Ms. Azari was employed by the Princess in various roles, including as part of her private secretariat and as part of the Consulate General of Iran prior to the Princess' expulsion. Ms. Azari was also employed by Wansdown from 1979 until December 2016, eleven months after the Princess' death. Ms. Azari reported to Gholam Reza Golsorkhi, who was a director of Wansdown beginning in 1979. Towards the end of the Princess's life, Golsorkhi signed a Confession of Judgment in Wansdown's name, purporting to grant Azari either a lump sum of $2.7 million or a promised lifetime payment of $9,000 per month as a reward for staying loyal to the Princess throughout her lifetime. Ms. Azari filed the Confession in New York County state court on Feb. 12, 2016 — two days after Golsorkhi signed the Confession. The subsequent docketing of the Confession by the clerk of the New York County court created a lien on the Townhouse in the amount of the Confession. To enforce the Confession, Ms. Azari ultimately scheduled a sheriff's sale of the Townhouse for Oct. 9, 2019. However, Wansdown filed for chapter 11 protection on Oct. 8, 2019, with the resulting automatic stay putting a stop to the sheriff's sale of the Townhouse. On Dec. 18, 2019, Wansdown commenced an adversary proceeding against Ms. Azari, alleging that the obligation to pay Ms. Azari was a voidable transfer under the Bankruptcy Code. The factual bases for Ms. Azari's First and Second affirmative defenses (unclean hands and fraud) — many of which were disputed by Wansdown — purport to present reasons to preclude Wansdown from now disavowing the validity and enforceability of the Confession in favor of Ms. Azari in light of asserted earlier misconduct of Wansdown leadership and counsel. However, by escalating a fact-based dispute as to these contentions, the Court determines that this would inevitably lead to a factual dispute that cannot be resolved by summary judgment. Meanwhile, Wansdown advances legal reasons for its request for dismissal of the unclean hands and fraud defenses. Here, Wansdown seeks to set aside a transfer or conveyance for the benefit of the estate's creditors, whose recoveries under the confirmed Plan will increase if the estate's $2.7 million obligation to Ms. Azari is reduced or eliminated. Wansdown points to extensive case law holding that defenses of unclean hands do not lie against claims brought by trustees on behalf of creditors, on the theory that innocent creditors should not be victimized by the bad acts of the debtor. Ms. Azari argues, however, that Wansdown lacks standing to bring its claims seemingly due to the asserted lack of a triggering creditor. However, based on the claims registry, the Court has identified the Internal Revenue Service and the New York State Department of Tax and Finance as triggering creditors, and Ms. Azari did not contest this identification during oral argument. Thus, contrary to Ms. Azari's contentions, there is no serious doubt here that a triggering creditor exists. The Court concludes that Wansdown has the right to pursue its cause of action. To avoid summary judgment, Wansdown need only adduce facts sufficient to create a triable issue of fact as to whether the Debtor's debt to equity ratio supports a reasonable inference that the Debtor was left with unreasonably small capital. Wansdown identifies enough contrary evidence to preclude summary judgment. Emails from 2015-2018 indicate that the Debtor was not as confident in its capital cushion as Ms. Azari suggests, but instead was consistently sending pleas to Pelmadulla Stiftung (Wansdown's sole shareholder) for money. Further, during an oral argument, Wansdown contends that "it could not simply lease the Townhouse. . . risk having tenants come in and mess things up either commercially or physically. . . the business judgment was made to leave it empty and try to market it." Viewing all facts, the Court finds and concludes at the very least there is a genuine dispute of material fact as to whether, even taking Pelmadulla's funding into account, Wansdown had unreasonably small capital following the Confession, which precludes granting summary judgment. A full-text copy of the Memorandum of Decision and Order dated Nov. 7, 2022, is available at https://tinyurl.com/m7cfmjks from Leagle.com. About Wansdown Properties Wansdown Properties Corporation, N.V.'s primary asset is a seven-story townhouse located at 29 Beekman Place, New York, New York. It was incorporated in 1979 under the laws of Curacao, in accordance with Article 38 of the Commercial Code of the Netherlands Antilles and continues to exist under the laws of the Netherland Antilles. Wansdown Properties was formed as a holding company to own and manage the Property for an affluent individual who deceased in January 2016. Wansdown Properties Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13223) on Oct. 8, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Stuart M. Bernstein. WINDSOR FALLS: Court Limits Access to Cash Collateral ----------------------------------------------------- The United States Bankruptcy Court for the Middle District of Florida entered a Stipulated Final Order granting the motions filed by Ansbacher Law, P.A. and Truist Bank seeking to prohibit Windsor Falls Condominium Association, Inc. from using their cash collateral. The Debtor had objected to the Motions. Subsequently, the parties agreed to resolve the issue. The Debtor is prohibited from utilizing the funds on deposit in all accounts denominated in its direct name, as well as those held by its management company, Community Management Concepts of Jacksonville, Inc., doing business as “Associa”; provided, however, the Debtor may continue utilizing its prepetition operating account, CIT Account 8161, to deposit postpetition collections and to pay (a) postpetition ordinary course obligations, (b) insurance premium deposit, and (c) the approved fees and expenses of the Subchapter V Trustee, provided the balance in such account shall not be permitted to fall below $76,532. To the extent the Debtor utilizes or utilized the cash collateral of either Ansbacher or Truist, the creditors are granted, effective as of the Petition Date (and without the necessity of the execution by the Debtor, or filing, of security agreements, pledge agreements, financing statements or otherwise), valid and perfected, replacement security interests in and liens on all property and accounts of the Debtor to the same extent, and with the same priority, as the liens held by Ansbacher and Truist as of the petition date. The Replacement Liens are valid and enforceable against any trustee appointed in this Chapter 11 case or in any subsequent proceedings upon the conversion of this Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code. Nothing in the Order is intended to be a determination of the extent, validity, or priority of the lien rights of Ansbacher or Truist, the value of collateral securing the claimed indebtedness, or the need for additional adequate protection to Ansbacher or Truist. Counsel for Ansbacher Law, P.A.: Richard R. Thames, Esq. THAMES | MARKEY 50 N. Laura Street, Suite 1600 Jacksonville, FL 32202 Tel: (904) 358-4000 Fax: (904) 358-4001 E-mail: rrt@thamesmarkey.law Counsel to Truist: Jay B. Verona, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 Tel: (813) 229-7600 Fax: (813) 229-1660 E-mail: jverona@shumaker.com mhartz@shumaker.com Counsel for the Debtor: Robert D. Wilcox, Esq. WILCOX LAW FIRM 1301 Riverplace Blvd., Suite 800 Jacksonville, FL 32007 Tel: (904) 405-1250 E-mail: rw@wlflaw.com admin@wlflaw.com About Windsor Falls Condominium Association Windsor Falls Condominium Association Inc. is the homeowner's association for Windsor Falls Condominiums in Jacksonville, Fla. It serves the needs of 384 homeowners. Windsor Falls filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code on (Bankr. M.D. Fla. Case No. 22-01491) on July 27, 2022, with $1 million to $10 million in both assets and liabilities. Robert Altman has been appointed as Subchapter V trustee. Judge Jacob A. Brown oversees the case. Robert D. Wilcox, Esq., at Wilcox Law Firm and Dunlap & Shipman, P.A. serve as the Debtor's bankruptcy counsel and special counsel, respectively. Windsor Falls Condominium Association, Inc., filed with the Bankruptcy Court a Subchapter V Plan of Reorganization dated October 25, 2022. YUNHONG CTI: Delays Filing of Form 10-Q for Period Ended Sept. 30 ----------------------------------------------------------------- Yunhong CTI Ltd. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2022. The Company said the compilation, dissemination and review of the information required to be presented in the Form 10-Q has imposed requirements that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Company. About Yunhong CTI Lake Barrington, Illinois-based Yunhong CTI Ltd. -- www.ctiindustries.com -- develops, produces, distributes and sells a number of consumer products throughout the United States and in over 30 other countries, and it produces film products for commercial and industrial uses in the United States. Many of the Company's products utilize flexible films and, for a number of years, it has been a leading developer of innovative products which employ flexible films including novelty balloons, pouches and films for commercial packaging applications. Yunhong CTI reported a net loss of $7.55 million for the 12 months ended Dec. 31, 2021, a net loss of $4.29 million for the 12 months ended Dec. 31, 2020, and a net loss of $8.07 million for the 12 months ended Dec. 31, 2019. As of March 31, 2022, the Company had $18.26 million in total assets, $14.20 million in total liabilities, and $4.06 million in total shareholders' equity. New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***