/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150826.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, August 26, 2015, Vol. 19, No. 238 Headlines ACTIVECARE INC: Incurs $3.6 Million Net Loss in June 30 Quarter ADS WASTE: Moody's to Retain B3 CFR on Recent IPO Filing AFFIRMATIVE INSURANCE: Needs More Time to File Q2 Form 10-Q ALLIANCE ONE: Stockholders Elect Three Directors ALPHA NATURAL: Has Interim OK to Enter Into Coal Sale Contracts ALPHA NATURAL: Has Interim OK to Pay $44.5M to Essential Vendors AMERICAN APPAREL: Raises Doubt About Going Concern Status AMERICAN MEDIA: Conference Call Held to Discuss Q2 Results AMERICAN POWER: Reports Updated Third Quarter Fiscal 2015 Results AMERICAN POWER: Signs License Agreement with Trident AMERICAN SPECTRUM: Gets Court Approval to Obtain $500K Loan AMSCO STEEL: Lender Opposes Proposed Cash Collateral Use ANACOR PHARMACEUTICALS: GlaxoSmithKline Reports 4.9% Stake APOLLO MEDICAL: Incurs $2.5 Million Net Loss in June 30 Quarter ARCHDIOCESE OF MILWAUKEE: Files Bankruptcy Plan ATP OIL: Court Tosses 2nd Amended Complaint in Suit v. D&Os AURORA DIAGNOSTICS: Holds Q2 Conference Call BG MEDICINE: Prices Underwritten Public Offering BLUE SUN ST. JOE: Files Rule 2015-2(A) Statement BLUE SUN ST. JOE: Files Rule 2015-2(B) Statement BON-TON STORES: Gabelli Funds, et al., Report 11.8% Equity Stake BON-TON STORES: Reports Second Quarter Fiscal 2015 Results BOOMERANG SYSTEMS: Can Hire Garden City as Claims Agent BOOMERANG SYSTEMS: Given Until Sept. 18 to File Schedules BOOMERANG SYSTEMS: Seeks to Reject Installation Contracts BOREAL WATER: Delays Second Quarter Form 10-Q BPZ RESOURCES: Sept. 1 Hearing on Bid to Extend Plan Exclusivity CAESARS ENTERTAINMENT: 2020 Bank Debt Trades at 6% Off CANAL ASPHALT: Pension Fund Suit to Continue Against Non-Debtors CASPIAN SERVICES: Incurs $3.5 Million Net Loss in Second Quarter CASPIAN SERVICES: Needs More Time to File June 30 Form 10-Q CATASYS INC: Incurs $587,000 Net Loss in Second Quarter CHINA SHIANYUN: Reports $991,000 Net Income for Second Quarter CLIFFORD WOERNER: Bankruptcy Attorneys' $46,000 Fees Allowed COMMUNICATION INTELLIGENCE: Incurs $1.8 Million Net Loss in Q2 CONTINENTAL SURFACES: Case Summary & 19 Top Unsecured Creditors CORINTHIAN COLLEGES: Gov't Agencies Object to Liability Releases CORNERSTONE HOMES: Court Set to Hear UCC's Bid to Pursue Claims CORPORATE RESOURCE: Ch. 11 Cases Transferred to NY Court CRP-2 HOLDINGS: U.S. Trustee Forms Two-Member Creditors' Committee CYPRESS HEALTH: $50K Deposit for Failed Sale is Property of Estate DOLPHIN DIGITAL: Incurs $1 Million Net Loss in Second Quarter DONALD WOLF: Court Affirms Order Denying Cash Collateral Use ECOSPHERE TECHNOLOGIES: Incurs $2.3 Million Net Loss in Q2 EDENOR SA: Reports ARS 255 Million Profit for Second Quarter EFT HOLDINGS: Incurs $1.4 Million Net Loss in June 30 Quarter EMMAUS LIFE: Henry McKinnell Quits as Director EMMAUS LIFE: Needs More Time to File Quarterly Report ESP RESOURCES: Delays Second Quarter Form 10-Q ESP RESOURCES: Incurs $670K Net Loss in Second Quarter EVANS & SUTHERLAND: Incurs $2.7-Mil. Net Loss in Second Quarter FINANCIAL HOLDINGS: Gets Approval to Sell AFB Shares to Lender FINJAN HOLDINGS: To Present at Rodman & Renshaw Annual Conference FLOATEL INTERNATIONAL: Bank Debt Trades at 26% Off FORTESCUE METALS: Bank Debt Trades at 19% Off FOUNDERS RIDGE: Voluntary Chapter 11 Case Summary FPL ENERGY: S&P Affirms 'BB' Rating on $380MM Sr. Sec. Bonds FRAC TECH: Bank Debt Trades at 35% Off FTE NETWORKS: Incurs $1.5 Million Net Loss in June 30 Quarter FUEL PERFORMANCE: Incurs $505,000 Net Loss in Second Quarter FULLCIRCLE REGISTRY: Delays Second Quarter Form 10-Q FULLCIRCLE REGISTRY: Posts $185,000 Net Loss for Second Quarter GALAXY SWITCHGEAR: Voluntary Chapter 11 Case Summary GENERAL STEEL: Delays Second Quarter Form 10-Q GENERAL STEEL: Reports Second Quarter 2015 Financial Results GENIUS BRANDS: Incurs $988K Net Loss in Second Quarter GYMBOREE CORP: Bank Debt Trades at 30% Off HERCULES OFFSHORE: Given Until Nov. 7 to File Schedules HERCULES OFFSHORE: Has Interim OK to Pay $5MM to Unsec. Creditors HERCULES OFFSHORE: Seeks to Assume $450-Mil. Exit Facility IMH FINANCIAL: Reports $3.5 Million Net Income in Second Quarter INDEPENDENCE TAX IV: Reports $4.87-Mil. Net Income for Fiscal Q1 IRVINGTON COMMUNITY: S&P Lowers Rating on 2009 Revenue Bonds to B- J. CREW: Bank Debt Trades at 19% Off JACOBS FINANCIAL: Acquires $1.7 Million Outstanding Notes KAVEH PROPERTIES: Case Summary & 2 Largest Unsecured Creditors KU6 MEDIA: Receives Noncompliance Notice From NASDAQ LATTICE INC: Incurs $353,500 Net Loss in Second Quarter LEO MOTORS: Posts $1.1 Million Net Loss for Second Quarter LIME ENERGY: Posts $1.3 Million Net Loss for Second Quarter M. JULIA HOOK: 10th Circ. Affirms TRO Bid Denial METALICO INC: Incurs $16 Million Net Loss in Second Quarter MF GLOBAL: Deal Providing 95% Recovery to Creditors Approved MILK SPECIALTIES: Moody's Raises CFR to 'B2', Outlook Stable MINT LEASING: Incurs $1.99 Million Net Loss in Second Quarter MMRGLOBAL INC: Posts $693,000 Net Loss for Second Quarter MONTREAL MAINE: 1st Circ. Affirms Ruling on Wheeling Payments N-VIRO INTERNATIONAL: Posts $543K Net Loss for Second Quarter NET TALK.COM: Delays Filing of June 30 Quarterly Report NIJISH LLC: Case Summary & 20 Largest Unsecured Creditors NORTHERN NEW ENGLAND: Confirmed Plan Extinguishes City's Tax Lien OMNICOMM SYSTEMS: Reports $4.6 Million Net Income for 2nd Quarter OXBOW CARBON: S&P Affirms 'BB-' Corp. Credit Rating OXYSURE SYSTEMS: Needs More Time to File Q2 Form 10-Q PAYNECON INC: Case Summary & 20 Largest Unsecured Creditors PERRY KOPLIK: Joint Motion to Withdraw Reference Granted PGI INCORPORATED: Incurs $2.1 Million Net Loss in Second Quarter PLATTE RIVER: AP Judge Manages Admin. Appeal, District Court Rules POSITIVEID CORP: Signs Purchase Agreement with Dominion Capital PROGRESSIVE PLUMBING: Case Summary & Largest Unsecured Creditors QUALITY DISTRIBUTION: Shareholders Approve Merger with Gruden QUANTUM CORP: Gregg Powers Reports 6.5% Stake as of Aug. 5 QUEST SOLUTION: Reports Second Quarter Results REDPRAIRIE CORP: Bank Debt Trades at 5% Off RESPONSE BIOMEDICAL: Reports 2nd Quarter 2015 Financial Results RESTORGENEX CORP: Files Form S-8 Registration Statements RONALD BAUMAN: Trustee's Bids for Substantive Consolidation Denied SAINT MICHAEL'S MEDICAL: Has Until Sept. 17 to File Schedules SAMUEL MARTINEZ: Scotiabank Not Entitled to Postpetition Interest SANDY CREEK: Bank Debt Trades at 3% Off SANUWAVE HEALTH: Reports Second Quarter Financial Results SCARBOROUGH-ST. JAMES: Landlord Allowed to Continue Eviction Suit SEADRILL LTD: Bank Debt Trades at 30% Off SEARS HOLDINGS: Reports $208-Mil. Net Income for Second Quarter SEARS HOLDINGS: Reports Early Results of Tender Offer SEBRING MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors SIGNAL INT'L: Latham, Bayard File Amended Rule 2019 Statement SIGNAL INT'L: Proposes Oct. 21 Auction of Assets SOLERA HOLDINGS: S&P Puts 'BB-' CCR on CreditWatch Negative SPENDSMART NETWORKS: Stockholders Elect Eight Directors SUNVALLEY SOLAR: Posts $238,000 Net Loss for Second Quarter TENNVADA HOLDINGS: Bankruptcy Court's Trial Ruling Reversed THORNTON & CO: Needs Until Aug. 28 to File Schedules THORNTON & CO: Seeks to Probe PUB, Execs Under Rule 2004(a) THORNTON & CO: US Trustee, Creditors Object to Proposed Cash Use TRANS ENERGY: TH Exploration Terminates Purchase Agreement TRIBUNE CO: 3rd Circ. Partially Affirms Dismissal of Plan Appeals TRISTAR WELLNESS: Appoints Michael Wax Interim CFO TRISTAR WELLNESS: Delays Filing of Second Quarter Form 10-Q TRISTAR WELLNESS: Reports $1.6-Mil. Net Loss for Second Quarter TRONOX INC: Bank Debt Trades at 5% Off TRUMP ENTERTAINMENT: Casino Workers Prepare for Strike TS EMPLOYMENT: CRS Ch. 11 Cases Transferred to NY Court UNION DENTAL: To File Assignment of Assets Under Florida Law USA DISCOUNTERS: Case Summary & 40 Largest Unsecured Creditors VERITEQ CORP: Failure to File Form 10-Q Constitutes Default VICKSBURG PARTNERSHIP: Case Summary & 9 Top Unsecured Creditors WAFERGEN BIO-SYSTEMS: Files Preliminary Form S-1 Prospectus WALKER III - VOSS: Voluntary Chapter 11 Case Summary WAYNE COUNTY: Fitch Affirms & Removes 'B' Rating on Michigan Bonds WESTMORELAND COAL: Presented at BB&T Capital Coal Summit WILTON BRANDS: Moody's Raises CFR to Caa1, Outlook Stable WILTON HOLDINGS: S&P Lowers Corporate Credit Rating to 'SD' XRPRO SCIENCES: Reports $1.3 Million Net Loss for Second Quarter Z TRIM HOLDINGS: Posts $13.6 Million Net Loss for Second Quarter Z TRIM HOLDINGS: Posts $401,088 Sales for Second Quarter ZYNEX INC: Incurs $501,000 Net Loss in Second Quarter [*] Analyst Says Bankruptcy Looms for Some Oil Companies [*] Moody's Reviews Offshore Drillers for Downgrade ********* ACTIVECARE INC: Incurs $3.6 Million Net Loss in June 30 Quarter --------------------------------------------------------------- ActiveCare, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $3.63 million on $2.03 million of chronic illness monitoring revenues for the three months ended June 30, 2015, compared to a net loss attributable to common stockholders of $3.35 million on $1.54 million of chronic illness monitoring revenues for the same period during the prior year. For the nine months ended June 30, 2015, the Company reported a net loss attributable to common stockholders of $7.77 million on $5.09 million of chronic illness monitoring revenues compared to a net loss attributable to common stockholders of $13.15 million on $4.58 million of chronic illness monitoring revenues for the same period last year. As of June 30, 2015, the Company had $3.96 million in total assets, $11.9 million in total liabilities and total stockholders' deficit of $7.94 million. A full-text copy of the Form 10-Q is available for free at: http://is.gd/ANqxB1 About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare reported a net loss attributable to common stockholders of $16.4 million for the year ended Sept. 30, 2014, compared to a net loss attributable to common stockholders of $27.5 million for the year ended Sept. 30, 2013. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2014. The independent auditors noted that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, the auditors said, among others, raise substantial doubt about the Company's ability to continue as a going concern. ADS WASTE: Moody's to Retain B3 CFR on Recent IPO Filing -------------------------------------------------------- Moody's Investors Service said ADS Waste Holdings, Inc. recent Form S-1 filing for a partial initial public offering (IPO) - funds affiliated with private equity sponsor Highstar Capital will remain the majority shareholder - and intentions to pay down debt with the proceeds could favorably impact the company's credit profile but does not impact the company's ratings at this time, including the B3 Corporate Family Rating (CFR), the B2 senior secured rating, the Caa2 senior unsecured rating or the stable outlook. AFFIRMATIVE INSURANCE: Needs More Time to File Q2 Form 10-Q ----------------------------------------------------------- Affirmative Insurance Holdings, Inc. was unable, without unreasonable effort and expense, to file its quarterly report on Form 10-Q for the period ended June 30, 2015, within the prescribed time period due to the unavailability of certain information that may materially affect the disclosure to be contained in the Quarterly Report and the time required for the Company's auditors to complete their review of the Quarterly Report, according to a regulatory filing with the Securities and Exchange Commission. The Company does not expect to file its Quarterly Report within the additional time allowed, but does expect to file the Quarterly Report on or before Aug. 24, 2015. Affirmative Insurance anticipates that there will be a significant change in its financial results for the period ended June 30, 2015, from the corresponding period for fiscal year 2014. This change is due primarily to: (1) the gain on the sale of the Company's MGA Business which was completed on June 30, 2015; and (2) adverse development in the Company's reserves for losses and loss adjustment expenses that it is unable to quantify at this time due to the unavailability of necessary information. About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. Affirmative Insurance reported a net loss of $32.2 million in 2014, compared to net income of $30.7 million in 2013. As of March 31, 2015, the Company had $312 million in total assets, $448 million in total liabilities and a $136 million total stockholders' deficit. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm noted that the Company's recent history of recurring losses from operations, its failure to comply with certain financial covenants in the senior secured and subordinated credit facilities, its need to meet debt repayment requirements and its failure to comply with the Illinois Department of Insurance minimum risk-based capital requirements raise substantial doubt about its ability to continue as a going concern. ALLIANCE ONE: Stockholders Elect Three Directors ------------------------------------------------ Alliance One International, Inc. held its 2015 annual meeting of shareholders on Aug. 13, 2015. Each of Carl L. Hausmann, Mark W. Kehaya and Martin R. Wade, III was elected as a Class III director for a three-year term expiring in 2018. The appointment of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending March 31, 2016, was ratified. A resolution to approve, on an advisory basis, the compensation paid to the Company's named executive officers, was adopted and a stock option exchange program under which eligible employees would be able to exchange certain stock options for a lesser number of restricted share units was approved. About Alliance One Alliance One International is a leading global independent leaf merchant. Visit the Company's Web site at http://www.aointl.com/ Alliance One reported a net loss of $15.6 million on $2.10 billion of sales and other operating revenues for the year ended March 31, 2015, compared to a net loss of $87 million on $2.3 billion of sales and other operating revenues for the year ended March 31, 2014. * * * As reported by the TCR on Feb. 12, 2015, Moody's Investor Service downgraded the Corporate Family Rating of Alliance One International, Inc. (AOI) to Caa1 from B3. The downgrade of AOI's CFR to Caa1 reflects Moody's expectation that credit metrics will remain weak over the next 12 - 18 months. The TCR reported on April 13, 2015, that Standard & Poor's Ratings Services lowered its corporate credit rating on Morrisville, N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'. ALPHA NATURAL: Has Interim OK to Enter Into Coal Sale Contracts --------------------------------------------------------------- Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, gave Alpha Natural Resources, Inc., et al., interim authority to enter into and perform under coal sale contracts; provided that the Debtors will disclose the material terms of any coal sale contratcs into which they enter that has a term of more than 18 months and gross revenue expected over the contract term in excess of $150 million. A final hearing on the motion will be held on Sept. 1, 2015, at 11:00 a.m., Eastern Time. If no objections are timely filed, the Debtors will submit to the Court a final order, which may be entered with no further notice or opportunity to be heard afforded to any party. About Alpha Natural Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. ALPHA NATURAL: Has Interim OK to Pay $44.5M to Essential Vendors ---------------------------------------------------------------- Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, gave Alpha Natural Resources, Inc., et al., interim authority to pay prepetition claims of certain essential suppliers and service providers in an aggregate amount not to exceed $44.5 million. Each recipient of an Essential Supplier Payment is required to (a) continue its existing business relationship with the Debtors, including, but not limited to, the acceptance and fulfillment of current and future purchase orders; (b) continue to extend normalized trade credit and provide other business terms on a postpetition basis; and (c) agree to release to the Debtors as requested goods or other assets of the Debtors in the Essential Supplier's possession. A final hearing on the motion will be held on Sept. 1, 2015, at 11:00 a.m., Eastern Time. If no objections are timely filed, the Debtors will submit to the Court a final order, which may be entered with no further notice or opportunity to be heard afforded to any party. About Alpha Natural Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. AMERICAN APPAREL: Raises Doubt About Going Concern Status --------------------------------------------------------- American Apparel, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $19.4 million on $134 million of net sales for the three months ended June 30, 2015, compared to a net loss of $16.2 million on $162 million of net sales for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $45.8 million on $259 million of net sales compared to a net loss of $21.7 million on $299 million of net sales for the same period in 2014. As of June 30, 2015, the Company had $250 million in total assets, $411 million in total liabilities and total stockholders' deficit of $161 million. "We incurred losses from operations and negative cash flows from operating activities for the six months ended June 30, 2015 and such losses might continue for the remainder of 2015. Based upon the trends occurring in our operations since June 30, 2015 and through the date of this Report, together with our current expectations and projections for the next four fiscal quarters, we believe that we may not have sufficient liquidity necessary to sustain operations for the next twelve months. These factors, among others, raise substantial doubt that we will be able to continue as a going concern," the Company stated in the filing. The Company adds, "If we are unsuccessful in addressing our near term liquidity needs, negotiating amendments to our existing indebtedness or otherwise adequately restructuring our obligations out of court, we may need to seek protection from creditors in a proceeding under Title 11 of the U.S. Code." Liquidity and Capital Resources Under the $10 million "at-the-market" offering program, the Company may, from time to time and at its discretion, offer and sell shares of its common stock having an aggregate gross sales price of up to $10 million (but in no event more than 15 million shares). The Company has used the net proceeds generated through the program for working capital and general corporate purposes. As of June 30, 2015, the Company had issued 4 million shares of its common stock for net proceeds of $2 million. Sales of common stock under the "at-the-market" offering program are at the Company's sole discretion and subject to the terms and conditions of the sales agreement related thereto, and there are no assurances that those sales will continue in the future. As of June 30, 2015, the Company had $6.9 million in cash, $38.4 million outstanding on its $50 million asset-backed revolving credit facility with Capital One and $6.1 million of availability for additional borrowings as of that date. On Aug. 11, 2015, the Company had $11.2 million in cash. As of June 30, 2015, the Company had $210.6 million aggregate principal amount of senior secured notes outstanding. On April 14, 2015, the Company paid $13.8 million in interest on the Notes. The next scheduled interest payment on the Notes due on Oct. 15, 2015, is approximately $13.9 million. As of June 30, 2015, the Company was not in compliance with the minimum fixed charge coverage ratio and the minimum adjusted EBITDA covenants under the Capital One Credit Facility. For the April 1, 2015, through June 30, 2015, covenant reference period, the Company's fixed charge coverage ratio (as defined in the Capital One Credit Facility) was 0.07 to 1.00 as compared with the covenant minimum of 0.33 to 1.00, and the Company's adjusted EBITDA (as defined in the Capital One Credit Facility) was $4.1 million as compared with the covenant minimum of $7.4 million. On Aug. 17, 2015, Capital One assigned its rights and obligations as a lender to a syndicate of lenders that includes certain of the Company's existing creditors, including funds associated with Standard General L.P., Monarch Alternative Capital L.P., Coliseum Capital LLC and Goldman Sachs Asset Management, L.P., and was replaced by Wilmington Trust, National Association as administrative agent. Additionally, on August 17, the Capital One Credit Facility was amended pursuant to an amended and restated credit agreement among the Company, the new syndicate of lenders and Wilmington Trust. In connection with that amendment, the syndicate of lenders received certain amendment and closing fees and reimbursement of closing expenses. The covenant violations existing at June 30, 2015, were waived under the Wilmington Trust Credit Facility. The Wilmington Trust Credit Facility provides for a $90 million asset-based revolving credit facility and matures on April, 4, 2018, subject to a Jan. 15, 2018, maturity in limited circumstances. Borrowings under the Wilmington Trust Credit Facility are subject to specified borrowing base requirements which is increased by $15 million, but such $15 million increase cannot increase the borrowing base above $60 million. Amounts repaid under the Wilmington Trust Credit Facility cannot be re-borrowed. Borrowings currently outstanding under the Capital One Credit Facility will continue under the Wilmington Trust Credit Facility and bear interest at a LIBOR based rate plus 5.00% or a rate based on the prime rate plus 4.00%. New borrowings under the Wilmington Trust Credit Facility bear interest at a LIBOR based rate plus 7.00% or a rate based on the prime rate plus 6.00%. Additionally, on Aug. 17, 2015, the Company entered into amendments to the indenture agreement governing the Senior Notes and the Standard General Loan Agreement to permit the Company to enter into the Wilmington Trust Credit Facility. As a result of the Capital One Credit Facility covenant default and the liquidity uncertainty, the Company has been working with its advisers and have begun discussions with certain key financial stakeholders to analyze potential strategic and financial alternatives, which may include, among other things, refinancing or new capital raising transactions, amendments to or restructuring of the Company's existing indebtedness and other obligations, and consideration of other restructuring and recapitalization transactions. As of Aug. 17, 2015, substantial uncertainty exists as to the ultimate outcome of those discussions, and there are no assurances that those efforts will result in any transaction or agreement, or that any such transaction or agreement, if proposed or implemented, will be successful. In addition, whether or not any such transactions or agreements were implemented or successful, the Company said its existing and any new investors could suffer substantial or total losses of their investment in its common stock. A full-text copy of the Form 10-Q is available for free at: http://is.gd/MXKShD About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $68.8 million in 2014, a net loss of $106 million in 2013 and a net loss of $37.3 million in 2012. * * * The TCR reported on Aug. 14, 2015, that Moody's Investors Service downgraded ratings of American Apparel, Inc., including the Corporate Family rating, which was downgraded to Caa3 from Caa2. "T[he] rating actions are in reaction to the company's filing for an extension of its Q2 10Q, which was made necessary due to potential non-compliance with the covenants under its Capital One revolving credit facility at second quarter-end," stated Moody's Vice President Charlie O'Shea. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. AMERICAN MEDIA: Conference Call Held to Discuss Q2 Results ---------------------------------------------------------- American Media, Inc., held an earnings conference call on Aug. 17, 2015, at 3:30 p.m. EDT to discuss the financial results for the three month period ended June 30, 2015. AMI's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, was filed with the Securities and Exchange Commission on Aug. 14, 2015. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., an in-store magazine merchandising company. American Media, Inc., and 15 units, including American Media Operations, Inc., filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a prepackaged plan. The Debtors emerged from Chapter 11 reorganization in December 2010, handing ownership to former bondholders. The new owners include hedge funds Avenue Capital Group and Angelo Gordon & Co. American Media reported a net loss of $54.3 million on $344 million of total operating revenues for the fiscal year ended March 31, 2014, following a net loss of $56.2 million on $349 million of total operating revenues for the year ended March 31, 2013. As of June 30, 2015, the Company had $456.1 million in total assets, $466 million in total liabilities, $3 million in redeemable noncontroling interests and total stockholders' deficit of $12.8 million. * * * As reported in the Jan. 9, 2015 edition of the TCR, American Media carries a 'Caa1' corporate family rating from Moody's. American Media's Caa1 CFR reflects the company's elevated total debt to EBITDA leverage that Moody's expect will rise to the 8-9x range (Moody's adjusted) over the rating horizon from about 7x as of Sept. 30, 2014 as a result of lower EBITDA performance that stems from a reduction in circulation sales associated with the bankruptcy filing of AMI's second largest publications wholesaler, Source Interlink Distribution ("Source"). The rating also captures AMI's weak liquidity profile and deteriorating EBITDA cushion under the revolver's first-lien leverage covenant resulting from the lower circulation revenue aggravated by the Source bankruptcy, which required temporary covenant relief through an amendment to the credit facility. As reported in the Jan. 14, 2015 edition of the TCR, Standard & Poor's Ratings Services said that its ratings on U.S. magazine publisher American Media Inc., including the 'CCC' corporate credit rating, are not affected by the company's announcement that it is exchanging $32 million of its first-lien 11.5% notes due 2017 for $39 million in new second-lien 7% notes due 2020. The negative rating outlook remains unchanged. AMERICAN POWER: Reports Updated Third Quarter Fiscal 2015 Results ----------------------------------------------------------------- American Power Group Corporation announced results for the three and nine months ending June 30, 2015, which have been updated to reflect a change in the non-cash warrant extension expense from $276,000 to $454,000. The Company reported a net loss available to common stockholders of $1.88 million on $556,000 of net sales for the three months ended June 30, 2015, compared to net income available to common stockholders of $7.63 million on $1.78 million of net sales for the same period in 2014. For the nine months ended June 30, 2015, the Company reported net income available to common stockholders of $884,000 on $2.08 million of net sales compared to a net loss available to common stockholders of $3.02 million on $4.88 million of net sales for the same period during the prior year. As of June 30, 2015, the Company had $8.89 million in total assets, $7.74 million in total liabilities and $1.14 million in total stockholders' equity. Lyle Jensen, American Power Group's chief executive officer stated, "We know that just working hard to position ourselves for the future while we wait for an increase in oil or diesel prices is no longer a sustainable business strategy. We now believe we will experience unstable oil and diesel pricing for a much longer period of time than the energy experts were projecting just ninety days ago when we were in the middle of a mini-rally that turned out to not be sustainable. In light of these market realities, we are focusing our efforts on the following key initiatives: 1. APG's value-add proposition is going to be more about expanding the regulatory adoption of our emission reduction programs at the state and federal level. APG is at the forefront of providing technical and practical solutions to meet the ever increasing regulatory demands of reducing diesel-related emissions with our Turbocharged Natural Gas Dual Fuel Technology and, as of yesterday, reducing flared gas emissions with our recently announced Trident NGL Flare to Fuel Technology. 2. The negative impact of tighter price spreads is not universal across all customers and markets. We have pulled back from our mass adoption initiatives and have focused on specific international countries that have government controlled favorable price spreads and customer niches like the dual fuel gliders which are expected to see a 3X - 4X increase in volume next year. 3. Lastly, we intend to aggressively begin implementing our new vertically integrated revenue model through our strategic licensing agreement with Trident Resources, LLC which opens up a significant new market anchored in regulatory deadlines, environmental benefits, and economic growth. As noted in yesterday's Trident press release, an average remote or stranded well site producing one to two million cubic feet of flared gas per day has the capacity to produce several million gallons of NGL and over a million equivalent diesel gallons of natural gas on an annual basis making this a multi-billion dollar regulatory-driven market. With two processing systems currently operating in the field and a verbal commitment from existing investors for $3.25 million to fund two additional, next generation processing systems we are positioned to aggressively start ramping up our new NGL Services Division." About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ American Power reported a net loss available to common stockholders of $2.92 million on $7.01 million of net sales for the year ended Sept. 30, 2013. As of March 31, 2015, the Company had $7.76 million in total assets, $5.37 million in total liabilities and $2.39 million total stockholders' equity. AMERICAN POWER: Signs License Agreement with Trident ---------------------------------------------------- American Power Group Corporation announced that its subsidiary, American Power Group, Inc. has signed a license agreement with Trident Resources, LLC for the exclusive worldwide right to commercialize Trident's proprietary Natural Gas Liquid process technology. In addition, APG purchased substantially all of Trident's operating assets including two existing mobile NGL operating systems currently servicing remote or stranded well-sites for one of the top five E&P companies in the Bakken region. In consideration of the license, the Company issued 2,000,000 shares of its common stock, $.01 par value per share, to Trident. Trident has agreed that, with certain exceptions, it will not sell or otherwise dispose of any of the shares for a period of one year after the date of the license. In further consideration of the license, APGI will be required to pay royalties to Trident in the amount of 5.1% of the annual pre-tax net income of APGI's newly formed NGL division. The royalties payable to Trident will be reduced to 3.0% of the division's annual pre-tax net income from and after the date that the sum of all royalties paid to Trident under the license equals $15,000,000 on a cumulative basis, and will be eliminated altogether from and after the date that the sum of all royalties paid to Trident equals $36,000,000 on a cumulative basis. Upon the receipt by Trident of $36,000,000 in cumulative royalties, all right, title and interest in the licensed technology will be transferred to APGI, without further consideration. APGI also purchased two of Trident's NGL processing systems for a total of $1,716,500. In payment for this equipment, APGI issued Trident a promissory note in the principal amount of $832,000, which is payable in 12 equal monthly installments of principal and interest at 6.75% commencing September 2015, and a second promissory note in the principal amount of $884,500, which is payable in 36 equal monthly installments of principal and interest at 6% commencing September 2016. These notes are secured by liens on the purchased equipment. Thomas Lockhart, Trident's sole owner, became an employee of APGI effective as of the completion of these transactions. APG has secured a verbal commitment for $3.25 million of additional project lease financing from several existing shareholders and investors affiliated with members of the Company's Board of Directors to immediately build two additional NGL operating systems. These next generation NGL systems will include the first NGL system with the capability to convert the unconventional Bakken flared gas into a premium quality natural gas for all local APG dual fuel stationary and vehicular applications. The Trident NGL equipment acquisition is forecast to be incrementally accretive in revenue and profitability and positions APG to take a vertical step in providing integrated alternative energy solutions with significant regulatory reductions in diesel and flared gas related emissions. Lyle Jensen, CEO of American Power Group stated, "The Bakken region of North Dakota is an area facing significant penalties and restrictions through the year 2020 associated with the flaring of their well head gas. We are very comfortable moving into this new vertically integrated space given the fact that approximately 85% of APG's North American dual fuel oil rig conversions are currently operating on conditioned well head gas. The challenge in the Bakken region is efficiently processing their high BTU flare gas which is where Trident's licensed technology is expected to differentiate APG from other NGL processors. NGL can be sold to a variety of end markets for heating, emulsifiers, or as a combined liquid called Y Grade that is sold to refiners. These next generation NGL systems will include the first NGL system that will have the capability to convert the high BTU flared gas into a premium quality natural gas for APG vehicular and stationary dual fuel engine conversions as well as any of the dedicated natural gas engines in the region. Our strategy is to continue to sell the NGL into Trident's end markets discussed and begin to leverage the premium natural gas into vertically integrated locally sourced fuel." Mr. Jensen added, "We see a very large addressable market in the thousands of heavy-duty trucks supporting the oil and gas production industry. The ability to use conditioned wellhead/flared gas to safely dual fuel these trucks can provide an operator with a competitive economic advantage as well as help address a significant challenge for the E&P companies who have to significantly reduce the flaring of their wellhead gas before 2020. APG intends to be the first to bring our many oil and gas customers an integrated alternative fuel solution that delivers favorable regulatory, environmental, and economic results to their business. APG is at the forefront of providing technical and practical solutions to meet the ever increasing regulatory demands of reducing diesel-related emissions with our Turbocharged Natural Gas Dual Fuel Technology and now reducing flare-gas emissions with our Trident NGL Flare To Fuel Technology." About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ American Power reported a net loss available to common stockholders of $2.92 million on $7.01 million of net sales for the year ended Sept. 30, 2013. As of March 31, 2015, the Company had $7.76 million in total assets, $5.37 million in total liabilities and $2.39 million total stockholders' equity. AMERICAN SPECTRUM: Gets Court Approval to Obtain $500K Loan ----------------------------------------------------------- A federal judge approved a $500,000 financing to get American Spectrum Realty Inc. through bankruptcy. The order, issued by U.S. Bankruptcy Judge Scott Clarkson, allowed the company and its two affiliates to get an unsecured loan from the administrator of the Mark Gleicher Trust. American Spectrum could also borrow $350,000 more if it thinks it needs additional loan to support its operations. Judge Clarkson previously denied the company's initial request to get secured financing from the lender. To address concerns raised at the June 17 hearing, American Spectrum and the lender made revisions to the terms of the loan. The $500,000 loan will no longer be secured by assets of American Spectrum or by American Spectrum Realty Management, Inc. Rather, the loan will be secured only by a deed of trust on two real properties owned by American Spectrum Dunham Properties LLC. Moreover, the loan will be unsecured as to American Spectrum but will be made on a "superpriority basis," according to court filings. The company and ASDP will also be liable for the whole amount of the loan while ASRM will be liable only for the amount of loan it gets. The maturity date of the loan was also extended to March 31, 2016 from December 31, 2015. ASRM's secured creditor Casa Bandera TIC Group LLC previously opposed the $500,000 unsecured loan, saying American Spectrum did not "adequately" disclose how they will use it and how it will be divided between the company and ASRM. Casa Bandera raised the same argument when it opposed the secured financing that American Spectrum initially proposed in June. American Spectrum also received an objection from tax authorities in Texas, which asked for an inclusion of a so-called "carve-out" provision for ad valorem tax liens as a condition to approval of the secured financing. About American Spectrum Realty American Spectrum Realty, Inc. -- http://www.asrmanagement.com/-- is a real estate investment company that owns, through an operating partnership, interests in office, industrial/commercial, retail, self-storage, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. well as for third-party clients, totaling 7 million square feet in multiple states. American Spectrum Realty was formed in 2000 and began publicly trading on the New York Stock Exchange in 2001. Alleged creditors -- namely, D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund III, L.P., and D&A Intermediate-Term Mortgage Fund III, L.P. -- filed an involuntary Chapter 11 petition for American Spectrum in Santa Ana, California, on Feb. 13, 2015 (Bankr. C.D. Cal. Case No. 15-10721). The involuntary case was assigned to Judge Scott C. Clarkson. James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP, in Irvine, California, serve as counsel to the Petitioning Creditors. American Spectrum has affiliates that have pending bankruptcy cases. One of them is Verdugo, LLC, a single asset real estate that filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. Judge Scott C. Clarkson presides over the case. American Spectrum disclosed assets of $6,381,000 - $13,381,000 and liabilities of $6,558,235 as of the Chapter 11 filing. AMSCO STEEL: Lender Opposes Proposed Cash Collateral Use -------------------------------------------------------- Marquette Business Credit SPE I, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to deny Amsco Steel Company, LLC and Pyndus Steel & Alumnimum Co., Inc.'s motion for the use of cash collateral. The Debtors are indebted to Marquette pursuant to a Loan and Security Agreement between AMSCO, Pyndus, Posey Steel Supply, LLC Industries, Ltd. and Marquette, and a Note. Marquette alleges that the Debtors propose to provide it with a replacement lien on post-petition property of the same type as Marquette's pre-petition Collateral and that the Debtors assert that ongoing operations will also provide adequate protection. Marquette further alleges that the Debtors propose to pay interest only on payments beginning on September 1, 2015, at the non-default rate of interest as additional adequate protection, while the Debtors collect and hold all of the cash payments made by the Debtors' customers. Lynette R. Warman, Esq., at Culhane Meadows PLLC, in Dallas, Texas, tells the Court that Marquette is entitled to the protections provided to it in the Loan Documents and should not be subject to a wholesale restructuring of its Loan and Security Agreement in the guise of a cash collateral order. She suggests that the cash must be held by Marquette with interest set at the default rate. Marquette Business Credit SPE I, LLC is represented by: Lynnette R. Warman, Esq. CULHANE MEADOWS PLLC 100 Crescent Court, Suite 700 Dallas, TX 75201 Telephone: (214)693-6525 Email: lwarman@culhanemeadows.com About Amsco Steel AMSCO Steel Company, LLC, and Pyndus Steel & Aluminum Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code on Aug. 10, 2015 (Bankr. N.D. Tex., Case No. 15-43240). The Debtors are suppliers and processors of steel products for a wide variety of customers throughout the United States and Mexico. The case is assigned to Judge Russell F. Nelms. The Debtors' counsel are J. Robert Forshey, Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in Forth Worth, Texas. ANACOR PHARMACEUTICALS: GlaxoSmithKline Reports 4.9% Stake ---------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, GlaxoSmithKline plc disclosed that as of Aug. 13, 2015, it beneficially owned 2,171,374 shares of common stock of Anacor Pharmaceuticals, Inc., which represents 4.9 percent based on 44,023,338 shares of Common Stock outstanding as of Aug. 3, 2015. On Aug. 13, 2015, GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of the Reporting Person, the record holder of the shares of Common Stock, sold an aggregate of 600,000 shares of Common Stock at a price per share of $135.95 in a privately negotiated transaction. As a result, The Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock. A full-text copy of the regulatory filing is available at: http://is.gd/caTmRs About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. Anacor reported a net loss of $87.1 million on $20.7 million of total revenues for the year ended Dec. 31, 2014, compared with net income of $84.8 million on $17.2 million of total revenues for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $195.7 million in total assets, $125.5 million in total liabilities, $4.9 million in redeemable common stock and $65.2 million in total stockholders' equity. APOLLO MEDICAL: Incurs $2.5 Million Net Loss in June 30 Quarter --------------------------------------------------------------- Apollo Medical Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $2.48 million on $10.2 million of net revenues for the three months ended June 30, 2015, compared to a net loss attributable to the Company of $1.67 million on $4.1 million of net revenues for the same period in 2014. As of June 30, 2015, the Company had $13.26 million in total assets, $16.99 million in total liabilities and total stockholders' deficit of $3.73 million. The Company has a history of operating losses and as of June 30, 2015, has an accumulated deficit of $21,822,887, and during the three months ended June 30, 2015, net cash used in operating activities was $528,347. A full-text copy of the Form 10-Q is available for free at: http://is.gd/tGTMno About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Apollo Medical reported a net loss attributable to the Company of $1.8 million on $32.9 million of net revenues for the year ended March 31, 2015, compared to a net loss attributable to the Company of $5 million on $10.5 million of net revenues for the year ended Jan. 31, 2014. ARCHDIOCESE OF MILWAUKEE: Files Bankruptcy Plan ----------------------------------------------- Greg Moore, writing for The Associated Press, reported that the Roman Catholic Archdiocese of Milwaukee on Aug. 24 filed its bankruptcy reorganization plan, formalizing a recent settlement deal that will divvy up $21 million among more than 300 victims of clergy sex abuse. According to the report, the settlement had been a sticking point that stalled a previous reorganization plan filed last year, but this agreement should conclude a yearslong process that has revealed the scope of the Milwaukee organization's involvement in a widespread clergy sex abuse scandal that has rocked the church. Under terms of the deal, 330 abuse survivors will share $21 million, and a $500,000 therapy fund will be established for ongoing counseling, the AP related. All of the archdiocese's parishes, schools and institutions, meanwhile, would be protected from lawsuits related to past abuse claims, the AP noted. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. ATP OIL: Court Tosses 2nd Amended Complaint in Suit v. D&Os ----------------------------------------------------------- District Judge Sarah S. Vance of the United States District Court from Eastern District of Louisiana -- at the behest of defendants -- dismissed the Second Amended Complaint with prejudice in the case captioned, FIREFIGHTERS PENSION & RELIEF FUND OF THE CITY OF NEW ORLEANS, Individually and on Behalf of All Others Similarly Situated v. T. PAUL BULMAHN, ET AL., Section: R., Case No. 13-3935, No. C/W 13-6083, 13-6084, 13-6233 (E.D.La.). The case is a securities class action brought on behalf of all persons who acquired ATP Oil and Gas Corporation 11.875% Senior Second Lien Exchange Notes traceable to an allegedly false and misleading Form S-4 registration statement and prospectus issued in connection with ATP's December 16, 2010 exchange offer. ATP filed for Chapter 11 Bankruptcy on August 17, 2012 and is not named as a defendant in this action. Instead, plaintiff sued ATP's senior executives and board of directors, alleging violations of Sections 11 and 15 of the Securities Act of 1933. Before ATP for bankruptcy in 2012, it engaged in the acquisition, development, and production of oil and natural gas properties. On April 19, 2010, ATP raised $1.5 billion by selling unregistered private notes to institutional investors in a transaction exempt from the registration requirements under the Securities Act. In 2010, the United States Department of the Interior issued two moratoria that halted all drilling at depths greater than 500 feet between May 6, 2010 and October 12, 2010 following explosion in the Gulf of Mexico and creating the largest oil spill in U.S. history. The Second Amended Complaint, among others, alleges that the Prospectus's projection of a "substantial increase in production over the next year as development wells are brought to production" was misleading because defendants did not believe, and had no reasonable basis to believe, that production would actually increase. Plaintiff also pointed out that (1) ATP did not submit permit applications for its Gomez #9 and #10 wells until June 2011, thereby ensuring that the Gomez wells would not contribute to the projected production increase in 2011; (2) ATP did not conduct "exploratory testing" at wells attached to the Telemark Hub and therefore could not "accurately estimate" production from these wells; (3) "connectivity" problems at ATP's Atwater well suggested that other wells attached to the Telemark Hub would also have less than anticipated production; and (4) ATP did not have the financial resources to complete the Telemark and Gomez projects. Defendants T. Paul Buhlman, Albert L. Reese, Jr., and Keith R. Godwin have filed a motion to dismiss plaintiff's Second Amended Complaint for failure to state a claim. Defendants Chris A. Brisack, Arthur H. Dilly, Gerard J. Swonke, Brent M. Longnecker, Walter Wendlandt, Burt A. Adams, George R. Edwards, and Robert J. Karow have likewise filed a motion to dismiss the Second Amended Complaint. The Officer and Director Defendants asked the Court to dismiss plaintiff's Second Amended Complaint for failure to state a claim. In the Order and Reasons dated August 14, 2015 available at http://is.gd/6JSHeufrom Leagle.com, Judge Vance found that plaintiff has failed to plead sufficient facts to give rise to an inference that defendants possessed actual knowledge that the projection of a substantial increase in production was false or misleading at the time it was made and that ATP's projection of a substantial increase in production was accompanied by "substantive company-specific warnings thus, the projection therefore falls within the safe-harbor provision for forward-looking statements and defendants cannot be held liable under Section 11. 15 U.S.C. Sec. 77z-2(c)(1)(A)(I). Plaintiffs are represented by Andrew Allen Lemmon, Esq. -- Andrew@lemmonlawfirm.com -- Irma L. Netting, Esq. --irma@lemmonlawfirm.com -- LEMMON LAW FIRM Defendants are represented by Omer Frederick Kuebel, III, Esq. -- rjuebel@lockelord.com -- Alicia Fazzano Castro, Esq. -- acastro@lockelord.com -- Brent Benoit, Esq. -- bbenoit@lockelord.com -- Corby Davin Boldissar, Esq. -- cboldissar@lockelord.com -- Monique M. Lafontaine, Esq. -- mlafontaine@lockelord.com -- Philip Guy Eisenberg, Esq. -- meisenberg@lockelord.com -- LOCKE LORD LLP AURORA DIAGNOSTICS: Holds Q2 Conference Call -------------------------------------------- Aurora Diagnostics Holdings, LLC, announced that it will hold a conference call to review its results for the quarter ended June 30, 2015, on Tuesday, Aug. 25, 2015, at 1:00 p.m. Eastern Time. The call may be accessed by dialing (877) 561-2748 for U.S. callers or (720) 545-0044 for international callers. Please reference conference ID# 14726106. The Company will provide a live internet webcast of the conference call, as well as an archived replay, all of which can be accessed from the Company's Investor Relations page at www.auroradx.com. In addition, a telephonic replay of the conference call will be available through midnight on Monday, Aug. 31, 2015, and can be accessed by dialing (855) 859-2056 (toll free) or (404) 537-3406. Please reference conference ID# 14726106. About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $55.4 million on $243 million of net revenue for the year ended Dec. 31, 2014, compared to a net loss of $73 million on $248 million of net revenue for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $270.4 million in total assets, $434.5 million in total liabilities and a members' deficit of $164.1 million. * * * As reported by the Troubled Company Reporter on Sept. 27, 2013, Moody's Investors Service downgraded Aurora's Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2- PD from B3-PD. Moody's also lowered the debt ratings of Aurora Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC (collectively Aurora). Concurrently, Moody's downgraded Aurora's Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The outlook for the ratings remains negative. The downgrade of the ratings reflects Moody's expectation that the company will see continued difficulty in mitigating a significant decline in revenue and EBITDA. This stems from a reduction in Medicare reimbursement due to a decrease in rates and sequestration, continued challenging volume growth trends and threats of additional reimbursement reductions. This will negatively impact the company's credit metrics, constrain Aurora's ability to repay debt and pressure the company's liquidity position. Moody's also has concerns about the sustainability of the company's capital structure given its significant debt load and related interest burden. In the Aug. 7, 2014, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Palm Beach Gardens, Fla.-based anatomic pathology services provider Aurora Diagnostics Holdings LLC to 'CCC+' from 'CCC'. The outlook is stable. BG MEDICINE: Prices Underwritten Public Offering ------------------------------------------------ BG Medicine, Inc. announced the pricing of an underwritten public offering of its equity securities. Roth Capital Partners is acting as sole manager for the offering. The company is offering 2,315,654 Series A units, each consisting of one share of common stock and one half of a warrant to purchase one share of common stock, at a purchase price of $1.00 per Series A unit. The company is also offering 184,346 Series B units, in lieu of Series A units, at a purchase price of $1.00 per Series B unit to those purchasers whose purchase of additional Series A units in the offering would result in the purchaser beneficially owning more than 9.99% of the Company's outstanding common stock following the completion of the offering. Each Series B unit consists of one fully pre-funded warrant to purchase one share of common stock and one half of a warrant to purchase one share of common stock. The warrants (other than the fully pre-funded warrants) will have an exercise price of $1.00 per share. After the underwriting discount and estimated offering expenses payable by the Company, the Company expects to receive net proceeds of approximately $2.1 million. There is no established public trading market for the pre-funded warrants or the warrants and the company does not expect a market for these securities to develop. The offering is expected to close on Aug. 18, 2015, subject to customary closing conditions. The Company expects to use net proceeds from the offering for its support of the U.S. launch of the first automated test for galectin-3, support of its automated partners in the development and commercialization of additional automated tests for galectin-3, its proposed expansion of clinical claims and indications for galectin-3 testing, and other general corporate purposes, including, but not limited to, working capital, intellectual property protection, enforcement and in-licensing, capital expenditures and collaborations. On Aug. 13, 2015, BG Medicine entered into an underwriting agreement with Roth Capital pursuant to which the Company agreed to sell its equity securities to the Underwriter in the firm commitment underwritten public offering. About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. BG Medicine reported a net loss of $8.06 million in 2014, a net loss of $15.8 million in 2013 and a net loss of $23.8 million in 2012. Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses from operations, recurring cash used in operating activities and accumulated deficit raise substantial doubt about its ability to continue as a going concern. BLUE SUN ST. JOE: Files Rule 2015-2(A) Statement ------------------------------------------------ Blue Sun St. Joe Refining, LLC, filed with the U.S. Bankruptcy Court for the Western District of Missouri a statement pursuant to Local Bankruptcy Rule 2015-2(A). In the court filing, Blue Sun disclosed that no trustee or creditors' committee has been appointed in any prior bankruptcy case and that no legal action against the company and its affiliated debtors is pending. Blue Sun also disclosed that none of their properties is in the possession, custody, or control of a public officer, receiver, trustee, assignee for the benefit of creditors, mortgagee, pledgee, or assignee of rents. Blue Sun further disclosed that it leases a property from Terra Bioenergy LLC located along Stockyards Expressway, in St. Joseph, Missouri. The company pays a monthly rent of $165,000 under the lease agreement, which is set to expire on Sept. 27, 2015. As of July 31, 2015, the total amount due under the lease is $302,559, which includes real estate taxes. It is anticipated that Terra Bioenergy will be filing a Chapter 11 case, along with a request for joint administration with the bankruptcy cases of Blue Sun and its affiliated debtors. The companies intend to file a joint plan of reorganization that provides for a merger of their businesses, according to the court filing. Blue Sun also filed a list containing the names and addresses of the companies' utility providers. The list can be accessed for free at http://is.gd/0bk198 About Blue Sun St. Joe Blue Sun St. Joe Refining, LLC, and its three affiliates sought protection under Chapter 11 of the Bankruptcy Code on July 31, 2015 (Bankr. W.D. Mo., Case No. 15-42231). The case is assigned to Judge Arthur B. Federman. The Debtors' general counsel is Jeffrey A. Deines, Esq., at Lentz Clark Deines PA, in Overland Park, Kansas. The Debtors' local counsel is Todd A. Burgess, Esq., John R. Clemency, Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A., in Phoenix, Arizona. BLUE SUN ST. JOE: Files Rule 2015-2(B) Statement ------------------------------------------------ Blue Sun St. Joe Refining LLC and its affiliated debtors, pursuant to Local Bankruptcy Rule 2015-2(B), disclosed in court papers their expected gross revenue and loss for the first 30 days after their bankruptcy filing. The companies' consolidated gross revenue is expected to be approximately $12,000. An additional $250,000 returned deposit is also expected, according to a filing with the U.S. Bankruptcy Court for the Western District of Missouri. Meanwhile, Blue Sun's expected loss during the first 30 days is expected to be approximately $762,354. Blue Sun further disclosed that the combined bi-weekly payroll to employees is approximately $125,000, decreasing to $67,000 beginning with the pay date of August 21, 2015. The company also filed a 13-week budget detailing its anticipated operating expenses. A copy of the document is available for free at http://is.gd/ZXQUFC About Blue Sun St. Joe Blue Sun St. Joe Refining, LLC, and its three affiliates sought protection under Chapter 11 of the Bankruptcy Code on July 31, 2015 (Bankr. W.D. Mo., Case No. 15-42231). The case is assigned to Judge Arthur B. Federman. The Debtors' general counsel is Jeffrey A. Deines, Esq., at Lentz Clark Deines PA, in Overland Park, Kansas. The Debtors' local counsel is Todd A. Burgess, Esq., John R. Clemency, Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy, P.A., in Phoenix, Arizona. BON-TON STORES: Gabelli Funds, et al., Report 11.8% Equity Stake ---------------------------------------------------------------- Gabelli Funds, LLC, GAMCO Asset Management Inc. and Teton Advisors Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that as of Aug. 19, 2015, they beneficially owned a total of 2,124,536 shares of The Bon-Ton Stores, Inc., representing 11.81% of the approximately 17,996,099 shares outstanding as reported in the Issuer's most recently filed Form 10-Q for the quarterly period ended May 2, 2015. A copy of the regulatory filing is available at http://is.gd/VpcL56 About Bon-Ton Stores Bon-Ton Stores, a Pennsylvania corporation, was founded in 1898 and is a department store operator in the United States, offering a broad assortment of brand-name fashion apparel and accessories for women, men and children. The Company's merchandise offerings also include cosmetics, home furnishings and other goods. The Company currently operate 270 stores in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates, encompassing a total of approximately 25 million square feet. Bon-Ton Stores reported a net loss of $6.97 million on $2.75 billion of net sales for the fiscal year ended Jan. 31, 2015, compared to a net loss of $3.55 million on $2.77 billion of net sales for the fiscal year ended Feb. 1, 2014. The Company reported a net loss of $21.6 million for the fiscal year ended Feb. 2, 2013. As of Aug. 1, 2015, Bon-Ton Stores had $1.6 billion in total assets, $1.58 billion in total liabilities and total shareholders equity of $15.52 million. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from 'Caa1' and its Probability of Default Rating to 'B3-PD' from 'Caa1-PD'. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Bon-Ton Stores. BON-TON STORES: Reports Second Quarter Fiscal 2015 Results ---------------------------------------------------------- The Bon-Ton Stores, Inc., reported a net loss of $39.56 million on $570.9 million of net sales and other income for the 13 weeks ended Aug. 1, 2015, compared to a net loss of $36.19 million on $578.13 million of net sales and other income for the 13 weeks ended Aug. 2, 2014. For the 26 weeks ended Aug. 1, 2015, the Company reported a net loss of $73.63 million on $1.19 billion of net sales and other income compared to a net loss of $67.7 million on $1.2 billion of net sales and other income for the 26 weeks ended Aug. 2, 2014. As of Aug. 1, 2015, Bon-Ton Stores had $1.6 billion in total assets, $1.58 billion in total liabilities and total shareholders equity of $15.52 million. Kathryn Bufano, president and chief executive officer, commented, "While our second quarter sales results were challenged, we saw meaningful improvement in our gross margin rate and effectively managed expenses, enabling us to achieve Adjusted EBITDA in line with that of last year. Sales were pressured by unseasonably cool weather, which impacted our seasonal classifications, and by weakness in overall traffic trends. That said, we were encouraged by the sales improvement in certain core categories and our private label business. We drove higher merchandise margins while we managed our inventory well, ending the quarter with on-hand inventories flat to last year on a comparable store basis and moving in the right direction to achieve our inventory reduction goal by the end of the year. Additionally, as previously announced, we closed on a sale/leaseback transaction that enabled us to retire one of our mortgage facilities." Ms. Bufano continued, "Looking ahead, we believe that some of the macro pressures that impacted our sales during the second quarter will continue into the second half and, therefore, we are reducing our fiscal 2015 Adjusted EBITDA guidance to a range of $145 million to $155 million. We will continue to prudently manage our business while we remain focused on the continued execution of our strategic initiatives to drive improved sales productivity and EBITDA growth over the long term." For fiscal 2015, the Company now expects Adjusted EBITDA in a range of $145 million to $155 million. Earnings per diluted share are expected to be in a range of a loss of $0.40 to $0.90 on an adjusted basis to reflect the $4.9 million loss on extinguishment of debt associated with the early termination of a mortgage facility (as previously announced, not reflected in original guidance). Cash flow (see Note 2) is now expected to be in a range of ($5) million to $5 million and has been adjusted to include the early termination fee. A full-text copy of the press release is available at: http://is.gd/Gp8PRk About Bon-Ton Stores Bon-Ton Stores, a Pennsylvania corporation, was founded in 1898 and is a department store operator in the United States, offering a broad assortment of brand-name fashion apparel and accessories for women, men and children. The Company's merchandise offerings also include cosmetics, home furnishings and other goods. The Company currently operate 270 stores in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates, encompassing a total of approximately 25 million square feet. Bon-Ton Stores reported a net loss of $6.97 million on $2.75 billion of net sales for the fiscal year ended Jan. 31, 2015, compared to a net loss of $3.55 million on $2.77 billion of net sales for the fiscal year ended Feb. 1, 2014. The Company reported a net loss of $21.6 million for the fiscal year ended Feb. 2, 2013. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded Bon-Ton Stores's Corporate Family Rating to 'B3' from 'Caa1' and its Probability of Default Rating to 'B3-PD' from 'Caa1-PD'. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Bon-Ton Stores. BOOMERANG SYSTEMS: Can Hire Garden City as Claims Agent ------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized Boomerang Systems, Inc., et al., to employ Garden City Group, LLC, as claims and noticing agent to, among other things, (i) distribute required notices to parties-in-interest, (ii) receive, maintain, docket and otherwise administer the proofs of claim filed in the Chapter 11 cases, and (ii) provide other administrativr services that would fall within the purview of services to be provided by the Clerk's Office. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. BOOMERANG SYSTEMS: Given Until Sept. 18 to File Schedules --------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware gave Boomerang Systems, Inc., et al., until Sept. 18, 2015, to file their schedules of assets and liabilities and statements of financial affairs. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. BOOMERANG SYSTEMS: Seeks to Reject Installation Contracts --------------------------------------------------------- Boomerang Systems, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to reject executory contracts that are no longer beneficial to the Debtors' estates. These contracts provide, among other things, that Boomerang will design, supply, and install its RoboticValet(R) parking garages in properties throughout the United States. The Contracts, as currently constituted, are not profitable due to the costs of the various projects. The Debtors project that the estates may incur millions of dollars in administrative expense liabilities on account of the Contracts over the remaining terms of the agreements if the Contracts are not rejected immediately. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. BOREAL WATER: Delays Second Quarter Form 10-Q --------------------------------------------- Boreal Water Collection, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the period ended June 30, 2015. The Company was unable to file the subject report in a timely manner because it was not able to complete timely its financial statements without unreasonable effort or expense. About Boreal Water Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a personalized bottled water company specializing in premium custom bottled water. Boreal Water reported a net loss of $886,000 on $2.41 million of sales for the year ended Dec. 31, 2014, compared with net income of $613,000 on $2.15 million of sales for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $3 million in total assets, $2.68 million in total liabilities, and $314,000 in total stockholders' equity. Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm noted that the Company has incurred a deficit of approximately $3.6 million and has used approximately $800,000 of cash due to its operating activities in the two years ended Dec. 31, 2014. The Company may not have adequate readily available resources to fund operations through Dec. 31, 2015. This raises substantial doubt about the Company's ability to continue as a going concern. BPZ RESOURCES: Sept. 1 Hearing on Bid to Extend Plan Exclusivity ---------------------------------------------------------------- In the Chapter 11 case of BPZ Resources, Inc., an oral hearing is set for Tuesday, September 1, 2015 at 9:00 a.m. (Houston Time) before the Honorable David R. Jones, United States Bankruptcy Judge, in Courtroom 400 at the Bankruptcy Court located at 515 Rusk Avenue, Houston, Texas 77002, for the Debtor's Expedited Third Motion For Entry of an Order Pursuant to Section 1121(d) of the Bankruptcy Code Extending the Exclusive Periods to File and Solicit Acceptances of a Chapter 11 Plan. BPZ explains that since the closing of the sales of substantially all of its assets in late July, the Debtor has been formulating a plan of liquidation to provide for, among other things, the distribution of the proceeds from such sales. The Debtor has also been working with the Committee with the hope of proposing a consensual plan. Given the upcoming expiration of the Exclusive Periods on September 8, 2015, however, the Debtor requests an extension of exclusivity to build on the momentum this case gained and to bring to the Debtor and parties in interest a successful resolution. BPZ believes a plan will be filed on or before the expiration of the current Exclusive Filing Period. However, to the extent the Debtor is unable to file a plan prior to the expiration of the current Exclusive Filing Period, the Debtor filed the motion for a 45-day extension of the Exclusive Filing Period out of an abundance of caution. Moreover, even if the Debtor files the plan before the expiration of the current Exclusive Filing Period, the Debtor will still need sufficient time to solicit acceptances of such plan. The Debtor also seeks expedited consideration of the Motion because the exclusive period for filing a chapter 11 plan and their exclusive period to solicit acceptances of a plan of reorganization each expire on September 8, 2015, and -- absent a bridge order from the Court -- the Debtor must ensure that its request for an extension of exclusivity is heard prior to such expiration. The Debtor is currently in discussions with the Committee regarding the extension proposed, but filed the Motion to ensure the Exclusive Periods do not prematurely expire. On August 5, 2015, the Debtor filed a motion to approve a stipulated order further extending the Exclusive Filing Period. The Court approved an extension of the Exclusive Filing Period to a date through and including September 8 by a stipulated order between the Debtor and the Committee. The Debtor in June sought permission to sell substantially all of the equity interests it owned in its non-debtor subsidiaries and take actions to purchase three GE LM 6000 PD Sprint turbines owned by a non-debtor subsidiary. The Court on July 8 approved the sale of substantially all of the Debtor's assets pursuant to a series of transactions. The Sale Transactions closed on July 30 and July 31, 2015. Specifically, the Court entered an order: (i) approving the Purchase and Sale Agreement between the Company and Zedd Energy Holdco Ltd.; (ii) approving the Purchase and Sale Agreement between the Company and Zorritos Peru Holdings Inc.; (iii) authorizing the sale of the Company's assets as contemplated by the Purchase Agreement and Spin-Off Contract free and clear of any claims, liens, interests and encumbrances; and (iv) authorizing the Company to take any action necessary to consummate the transactions contemplated by the Purchase Agreement and the Spin-Off Contract. The Order expressly is not to be construed as determining, impairing, restricting, limiting or otherwise waiving any rights, claims, interests and/or defenses that Pacific Rubiales Energy Corp. and Pacific Off Shore Peru S.R.L. has or may have with respect to BPZ Exploracion & Produccion S.R.L. or any other non-debtor entity under the Joint Operating Agreement and Operating Services Agreement for Block Z-1, or any other contract or agreement between PRE and any non-debtor entity. Likewise, all rights of the Company, the Official Committee of Unsecured Creditors or any other parties to challenge the assertion of any such PRE Rights/Claims are also expressly preserved. $8.5 Mil. Sale Deal with Zedd The Company, as seller, and Zedd Energy Holdco Ltd., a Cayman Islands exempted limited company, as purchaser, entered into a Purchase and Sale Agreement pursuant to which the Company has agreed to sell to Zedd pursuant to Section 105 and 363 of the Bankruptcy Code all of its equity interests in a new subsidiary holding company structure for its subsidiaries BPZ Energy, LLC, a Texas limited liability company, BPZ E&P and BPZ Marine Peru S.R.L., which is required to be implemented to effect the transfer, subject to satisfaction of certain conditions set forth in the Purchase Agreement. Following an internal restructuring and the spin-off transaction prior to the sale of the equity interests, the assets that will remain with these entities after the sale to Zedd are: * BPZ E&P's 51% working interest in the License Contract for offshore Block Z-1 in northwest Peru, * all of the Company's marine assets, and * any related assets. The Purchase Agreement provides for a purchase price of $8.5 million in cash, payable upon closing. Consummation of the Purchase Agreement with Zedd is subject to a number of customary and other closing conditions, including, among others, (i) the accuracy of the representation and warranties of the parties, (ii) material compliance by the parties with their obligations under the Purchase Agreement, (iii) consummation of the internal restructuring and (iv) certain tax-related conditions. $1 Mil. Spin-Off Contract with Zorritos The Company, as seller, and Zorritos Peru Holdings Inc., a Panama corporation, as purchaser, entered into a Purchase and Sale Agreement dated as of July 8, 2015 pursuant to which the Company has agreed, either directly or indirectly, to cause the following spin-off transactions to Zorritos pursuant to Section 105 and 363 of the Bankruptcy Code: (i) transfer and assign all of BPZ E&P's rights and obligations under the license contracts of onshore Blocks XIX, XXII and XXIII in northwestern Peru to Upland Oil & Gas, S.R.L. or any other qualified operator as defined under Peruvian law as designated by Zorritos; (ii) all cash and other collateral supporting any corporate or financial guarantees granted or issued by BPZ E&P with respect to the Onshore Block Licenses; (iii) certain material and supplies of BPZ E&P related to the Onshore Block Licenses; (iv) the intellectual property related to the Onshore Block Licenses; (v) all equity interests in the Company's power generation subsidiary Empresa Electrica Nueva Esperanza S.R.L., (vi) subject to Ecuadorian government approval and applicable rights of first refusal, all equity interests in the Company's subsidiary SMC Ecuador, Inc.; and (vii) any other contracts, licenses, permits, orders and related rights relating solely to the ownership, operation or use of the Spin-Off Assets. Items (i) to (vi) are the so-called Spin-Off Assets. The Spin-Off Contract provides for a purchase price of $1.0 million in cash, payable upon closing, subject to certain adjustments if the SMC Ecuador, Inc. equity interests are not acquired. Consummation of the Spin-Off Contract with Zorritos is subject to a number of customary closing conditions, including, among others, (i) the accuracy of the representation and warranties of the parties and (ii) material compliance by the parties with their obligations under the Spin-Off Contract. The transactions under the Purchase Agreement and the Spin-Off Contract are scheduled to close on or before July 24, 2015. If certain closing conditions under the Purchase Agreement with Zedd are not met or waived by this date, the Company shall have the right, in the sole collective discretion of the Company and the Official Committee of Unsecured Creditors to seek to effect the transaction under that certain Equity Interest Purchase and Sale Agreement, dated as of July 8, 2015, by and between the Company and Zorritos (which is currently the back-up bidder to Zedd in the auction with respect to the sale of equity interests covered by the Purchase Agreement). If such right is exercised, Zedd will be deemed the back-up bidder for five business days after the Final Closing Date, after which time it may revoke its bid and terminate the Purchase Agreement. A copy of the Purchase Agreement with Zedd is available at http://is.gd/hF0sjo A copy of the Spin-Off Contract with Zorritos is available at http://is.gd/yb1sv4 Attorneys for the Debtor: HAWASH MEADE GASTON NEESE & CICACK LLP Walter Cicack, Esq. 2118 Smith Street Houston, TX 77002 Telephone: (713) 658-9001 Facsimile: (713) 658-9011 - and - STROOCK & STROOCK & LAVAN LLP Kristopher M. Hansen, Esq. Frank A. Merola, Esq. Matthew G. Garofalo, Esq. 180 Maiden Lane New York, NY 10038 Telephone: (212) 806-5400 Facsimile: (212) 806-6006 About BPZ Resources BPZ Energy -- http://www.bpzenergy.com/-- is an independent oil and gas exploration and production company which has license contracts covering 1.9 million net acres in offshore and onshore Peru. BPZ Resources maintains an office in Victoria, Texas, and through its subsidiaries maintains offices in Lima and Tumbes, Peru, and Quito, Ecuador. BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-60016) in Victoria, Texas, on March 9, 2015. The case is pending before the Honorable David R. Jones. The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker Hostetler, as the audit committee's special counsel; and Kurtzman Carson Consultants as claims and noticing agent. The Debtor disclosed total assets of $364 million and debt of $275 million. The U.S. trustee overseeing the Chapter 11 case of BPZ Resources Inc. appointed five creditors of the company to serve on the official committee of unsecured creditors. Counsel for the Committee: AKIN GUMP STRAUSS HAUER & FELD LLP Charles R. Gibbs, Esq. Marty L. Brimmage, Jr., Esq. 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 Telephone: (214) 969-2800 Facsimile: (214) 969-4343 - and - Michael S. Stamer, Esq. Meredith A. Lahaie, Esq. One Bryant Park New York, NY 10036-6745 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 CAESARS ENTERTAINMENT: 2020 Bank Debt Trades at 6% Off ------------------------------------------------------ Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 94.21 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 0.49 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 600 basis points above LIBOR to borrow under the facility. The bank loan matures on September 24, 2020. Moody's rates the loan 'B2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. CANAL ASPHALT: Pension Fund Suit to Continue Against Non-Debtors ---------------------------------------------------------------- Judge Brian M. Cogan of the United States District Court for the Eastern District of New York held that the action filed by the administrators of pension fund established under the Employee Retirement Income Security Act of 1974 for Canal Asphalt Inc. employees and the union that created the fund is not stayed against non-debtor defendants. Defendants Core Contracting of NY, LLC, et. al., contend that Canal Asphalt has filed for Chapter 11 relief in the Southern District of New York and that as a result of the Chapter 11 filing, the action is stayed against all defendants pursuant to the Bankruptcy Code's automatic stay. They further allege that because the complaint contains a claim that all four defendants are alter egos of each other, the automatic stay applies to all defendants, both debtor and non-debtor. Judge Cogan held that the automatic stay is automatic as applied to a debtor because that is what the statute says. As to non-debtors, it is relief that is available, but not automatic, Judge Cogan said. He ruled that the action will continue against the non-debtors under the schedule previously set by the Court, unless the Bankruptcy Court orders otherwise. The case is PAVERS & ROAD BUILDERS DISTRICT COUNCIL WELFARE FUND; PAVERS & ROAD BUILDERS DISTRICT COUNCIL PENSION FUND; PAVERS & ROAD BUILDERS DISTRICT COUNCIL ANNUITY FUND; PAVERS & ROAD BUILDERS DISTRICT COUNCIL APPRENTICESHIP, SKILL IMPROVEMENT & SAFETY FUND; THE LOCAL 1010 APPRENTICESHIP SKILL IMPROVEMENT AND TRAINING FUND; JOSEPH MONTELLE as Funds' Administrator; KEITH LOSCALZO as a Fund Administrator; and HIGHWAY, ROAD AND STREET CONSTRUCTION LABORERS LOCAL UNION 1010, LABORERS INTERNATIONAL UNION OF NORTH AMERICA, Plaintiffs, v. CORE CONTRACTING OF NY, LLC, ET AL., CANAL ASPHALT, INC.; COLUMBUS CONSTRUCTION CORP.; and NIKAN CONSTRUCTION, INC., Defendants, No. 15 CIV. 0207 (BMC). A full-text copy of Judge Cogan's Memorandum Decision and Order dated August 18, 2015, is available at http://is.gd/rPVdTPfrom Leagle.com. Pavers & Road Builders District Council Welfare Fund, et. al., are represented by: Andrew A. Gorlick, Esq. Deke W. Bond, Esq. Edward Michael Tobin, Esq. GORLICK, KRAVITZ & LISTHAUS, P.C. 17 State Street, #4 New York, NY 10004 Telephone: (212)269-2500 Email: agorlick@gkllaw.com Core Contracting of NY, LLC, et. al., are represented by: Michael R. Fleishman, Esq. GOETZ, FITZPATRICK, MOST & BRUCKMAN LLP One Penn Plaza, 31st Floor New York, NY 10119 Telephone: (212)695-8100 Facsimile: (212)629-4013 Email: mfleishman@goetzfitz.com About Canal Asphalt Canal Asphalt Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-23094) on July 31, 2015. The petition was signed by August Nigro III as president. The Debtor disclosed total assets of $20.3 million and total liabilities of $23 million. Goetz Fitzpatrick LLP serves as the Debtor's counsel. Hon. Robert D. Drain presides over the case. CASPIAN SERVICES: Incurs $3.5 Million Net Loss in Second Quarter ---------------------------------------------------------------- Caspian Services, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.5 million on $3.26 million of total revenues for the three months ended June 30, 2015, compared to a net loss of $1.98 million on $8.2 million of total revenues for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $12.5 million on $12 million of total revenues compared to a net loss of $13.6 million on $22.5 million of total revenues for the same period a year ago. As of June 30, 2015, the Company had $60.8 million in total assets, $107.8 million in total liabilities, all current, and $47 million total deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/5DpBSQ About Caspian Services Headquartered in Salt Lake City, Caspian Services, Inc., was incorporated under the laws of the state of Nevada on July 14, 1998. Since February 2002 the Company has concentrated its business efforts to provide diversified oilfield services to the oil and gas industry in western Kazakhstan and the Caspian Sea, including providing a fleet of vessels, onshore, transition zone and marine seismic data acquisition and processing services and a marine supply and support base in the port of Bautino, in Bautino Bay, Kazakhstan. Caspian reported a net loss of $18.8 million on $29.9 million of total revenue for the year ended Sept. 30, 2014, compared with a net loss of $11.8 million on $33.08 million of total revenues for the year ended Sept. 30, 2013. The Company's independent auditors, Haynie & Company, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the 2014 consolidated financial statements citing that, "[A] Company creditor has indicated that it believes the Company may be in violation of certain covenants of certain substantial financing agreements. The financing agreements have acceleration right features that, in the event of default, allow for the loan and accrued interest to become immediately due and payable." According to the auditors, as a result of this uncertainty, the Company has included the note payable and all accrued interest as current liabilities at Sept. 30, 2014. At Sept. 30, 2014, the Company had negative working capital of $85.0 million and for the year ended Sept. 30, 2014, the Company had a net loss of $16.6 million." CASPIAN SERVICES: Needs More Time to File June 30 Form 10-Q ----------------------------------------------------------- Caspian Services, Inc., notified the Securities and Exchange Commission that its Form 10-Q could not be timely filed because management requires additional time to compile and verify the data required to be included in the report. The report will be filed within five calendar days of the date the original report was due. The Company anticipates that during the three and nine month periods ended June 30, 2015, total revenues will have decreased approximately 60% and 47%, respectively compared to the comparable periods of the prior fiscal year. This decrease is the result of revenue reductions in each segment of our business which is largely attributable to lack of demand for the Company's services resulting from the continued delay of development of the Kashagan field, lower world oil prices and in the case of geophysical services, the difficult local credit market in Kazakhstan. Vessel revenues are expected to be approximately 45% lower during the three months ended June 30, 2015, and 18% lower during the nine months ended June 30, 2015, while geophysical service revenues are expected to be approximately 79% lower during the three months ended June 30, 2015, and approximately 74% lower during the nine months ended June 30, 2015. Marine base revenue is expected to be approximately 51% and 41% lower, respectively, in the three and nine month periods ended June 30, 2015. The Company believes that total costs and operating expenses will have decreased approximately 33% and 23%, respectively, during the three and nine month periods ended June, 2015. The Company anticipates losses from operations of approximately $1.7 million and $5.8 million during the three and nine month periods ended June 30, 2015, compared to income from operations of $0.7 million and a loss from operations of $0.6 million, respectively, during the three and nine month periods ended June 30, 2014. The Company expects to realize an increase in net other expenses of approximately 2% during the three months ended June 30, 2015, and a decrease in net other expenses of approximately 39% during the nine months ended June 30, 2015. The increase during the three month-period was principally attributable to increased interest expense. The decrease during the nine month period was principally attributable to decreased foreign currency translation loss. As a result of the foregoing factors, during the three and nine months ended June 30, 2015, the Company anticipates realizing net losses attributable to Caspian Services of approximately $3.5 million and $11.8 million, respectively, compared to $1.4 million and $11.2 million, respectively during the same periods of fiscal 2014. The Company anticipates comprehensive loss attributable to Caspian Services, Inc. during the three and nine month periods ended June 30, 2015, to be approximately 116% higher and 20% lower, respectively, compared to the same periods of the prior fiscal year. About Caspian Services Headquartered in Salt Lake City, Caspian Services, Inc., was incorporated under the laws of the state of Nevada on July 14, 1998. Since February 2002 the Company has concentrated its business efforts to provide diversified oilfield services to the oil and gas industry in western Kazakhstan and the Caspian Sea, including providing a fleet of vessels, onshore, transition zone and marine seismic data acquisition and processing services and a marine supply and support base in the port of Bautino, in Bautino Bay, Kazakhstan. Caspian reported a net loss of $18.8 million on $29.9 million of total revenue for the year ended Sept. 30, 2014, compared with a net loss of $11.8 million on $33.08 million of total revenues for the year ended Sept. 30, 2013. The Company's independent auditors, Haynie & Company, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the 2014 consolidated financial statements citing that, "[A] Company creditor has indicated that it believes the Company may be in violation of certain covenants of certain substantial financing agreements. The financing agreements have acceleration right features that, in the event of default, allow for the loan and accrued interest to become immediately due and payable." According to the auditors, as a result of this uncertainty, the Company has included the note payable and all accrued interest as current liabilities at Sept. 30, 2014. At Sept. 30, 2014, the Company had negative working capital of $85.0 million and for the year ended Sept. 30, 2014, the Company had a net loss of $16.6 million." CATASYS INC: Incurs $587,000 Net Loss in Second Quarter ------------------------------------------------------- Catasys, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $587,000 on $472,000 of revenues for the three months ended June 30, 2015, compared to a net loss of $27.44 million on $312,000 of revenues for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $847,000 on $905,000 of revenues compared to a net loss of $25.30 million on $511,000 of revenues for the same period during the prior year. As of June 30, 2015, the Company had $1.91 million in total assets, $7.17 million in total liabilities and a total stockholders' deficit of $5.26 million. "[W]e currently expend cash at a rate of approximately $450,000 per month, excluding non-current accrued liability payments. We also anticipate cash inflow to increase during 2015 as we continue to service our executed contracts and sign new contracts. We expect our current cash resources to cover our operations into the fourth quarter of 2015; however delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. We are in need of additional capital, however, there is no assurance that additional capital can be timely raised in an amount which is sufficient for us or on terms favorable to us and our stockholders, if at all. If we do not obtain additional capital, there is a significant doubt as to whether we can continue to operate as a going concern and we will need to curtail or cease operations or seek bankruptcy relief. If we discontinue operations, we may not have sufficient funds to pay any amounts to our stockholders," the Company said in the filing. A full-text copy of the Form 10-Q is available for free at: http://is.gd/rUZtvR About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a loss of $27.3 million on $2.03 million of healthcare services revenues for the 12 months ended Dec. 31, 2014, compared to a loss of $4.67 million on $754,000 of healthcare services revenues for the 12 months ended Dec. 31, 2013. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CHINA SHIANYUN: Reports $991,000 Net Income for Second Quarter -------------------------------------------------------------- China Shianyun Group Corp., Ltd. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $991,000 on $24,382 of revenues for the three months ended June 30, 2015, compared to a net loss of $239,042 on $57,630 of revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported net income of $1.11 million on $806,800 of revenues compared to a net loss of $949,000 on $159,000 of revenues for the same period in 2014. As of June 30, 2015, the Company had $3.79 million in total assets, $4.89 million in total liabilities, and a stockholders' deficit of $1.10 million. "As of June 30, 2015, the Company has accumulated deficits of $4,588,815, a negative working capital of $3,317,617. The Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may be dependent upon the continuing financial support of investors, directors and/or stockholders of the Company. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence," the Company said in the filing. A full-text copy of the Form 10-Q is available for free at: http://is.gd/xwq22t About China Shianyun China Shianyun Group Corp., Ltd, formerly known as China Green Creative, Inc., develops and distributes consumer goods, including herbal teas, health liquors, meal replacement products, and cured meat using ecological breeding methods in China. The Company is based in Shenzhen Guandong Province, China. China Shianyun reported a net loss of $1.33 million on $210,000 of revenues for the year ended Dec. 31, 2014, compared to a net loss of $382,000 on $2 million of revenues for the year ended Dec. 31, 2013. AWC (CPA) Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, noting that the Company has a significant accumulated deficits and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. CLIFFORD WOERNER: Bankruptcy Attorneys' $46,000 Fees Allowed ------------------------------------------------------------ Judge Craig A. Gargotta of the United States Bankruptcy Court for the Western District of Texas, Austin Division, in a memorandum opinion dated Aug. 21, 2015, ruled that Barron & Newburger, P.C.'s Amended Final Application for Compensation as attorneys for Clifford Joseph Woerner and Gail Suzanne Woerner is allowed in the amount of $46,311. The case is IN RE: CLIFFORD JOSEPH WOERNER and GAIL SUZANNE WOERNER, CHAPTER 7, Debtors, CASE NO. 10-11365-TMD (Bankr. W.D. Tex.). A full-text copy of Judge Gargotta's Decision is available at http://is.gd/pzHLy2from Leagle.com. Clifford Joseph Woerner, Debtor, represented by Stephen A. Roberts, Esq. -- stephen.roberts@strasburger.com -- Strasburger & Price, LLP. John Patrick Lowe, Trustee, represented by John Patrick Lowe . Pecos & 15th, Ltd., Intervenor, represented by Arthur A. Stewart , Office of the Attorney General. COMMUNICATION INTELLIGENCE: Incurs $1.8 Million Net Loss in Q2 -------------------------------------------------------------- Communication Intelligence Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $1.81 million on $367,000 of total revenue for the three months ended June 30, 2015, compared to a net loss attributable to common stockholders of $1.85 million on $473,000 of total revenue for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss attributable to common stockholders of $4.07 million on $814,000 of total revenue compared to a net loss attributable to common stockholders of $3.90 million on $774,000 of total revenue for the same period during the prior year. As of June 30, 2015, the Company had $1.41 million in total assets, $1.92 million in total liabilities and a $514,000 total deficit. The Company has incurred significant cumulative losses since its inception and, at June 30, 2015, the Company's accumulated deficit was $125,231. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of June 30, 2015, the Company's cash balance was $409. The Company said these factors raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: http://is.gd/2O0Egg About Communication Intelligence Redwood Shores, California-based Communication Intelligence Corporation is a supplier of electronic signature products and the recognized leader in biometric signature verification. CONTINENTAL SURFACES: Case Summary & 19 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Continental Surfaces of Pittsburgh, LLC 1023 Main Street Pittsburgh, PA 15215 Case No.: 15-23046 Chapter 11 Petition Date: August 24, 2015 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Hon. Thomas P. Agresti Debtor's Counsel: Robert O Lampl, Esq. ROBERT O LAMPL, ATTORNEY AT LAW 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: 412-392-0330 Fax: 412-392-0335 Email: rol@lampllaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Peter Komorowski, managing member. A list of the Debtor's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb15-23046.pdf CORINTHIAN COLLEGES: Gov't Agencies Object to Liability Releases ---------------------------------------------------------------- Stephanie Gleason, writing for The Wall Street Journal, reported that a number of state and federal agencies are objecting to the broad releases of liability in defunct for-profit college operator Corinthian Colleges Inc.'s chapter 11 liquidation plan ahead of a bankruptcy court hearing Wednesday to consider approval of the proposal. According to the report, Corinthian's proposed plan says student creditors and general unsecured creditors are receiving payment "in full and final satisfaction and settlement" of their claims. The plan provides for the establishment of two trusts, each containing a piece of what's left of Corinthian's assets, to pay the two creditor groups, the Journal noted. The U.S. Department of Education said in court documents that the plan language amounts to a release of liability for Corinthian College, which is still facing lawsuits from state and federal agencies regarding the company's allegedly deceptive marketing practices to students, among other issues. Corinthian has denied wrongdoing in these lawsuits, the Journal related. About Corinthian Colleges Corinthian Colleges, Inc., Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly wind down of its operations. The cases are jointly administered Case No. 15-10952. Judge Kevin J. Carey presides over the case. Richards, Layton & Finger, P.A., represents the Debtors in their restructuring efforts; FTI Consulting, Inc., serves as restructuring advisors and Rust Consulting/Omni Bankruptcy serves as claims and noticing agent. Corinthian Colleges, Inc., disclosed $721,596,789 in assets and $2,929,448,278 in liabilities as of the Chapter 11 filing. The Debtor filed with the Court a first amended and modified combined disclosure statement and plan of liquidation. The Combined Plan incorporates a compromise between the Debtors, the Official Committee of Unsecured Creditors, the Student Committee and the Prepetition Secured Parties as to the Distribution of the Debtors' assets already liquidated or to be liquidated over time to the Holders of Allowed Claims in accordance with the terms of the Combined Plan and Disclosure Statement and the priority of claims provisions of the Bankruptcy Code. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors. Cooley LLP serves as its lead counsel, Foley & Mansfield, PLLP serves as its local counsel, and Province Inc. serves as its financial advisor. CORNERSTONE HOMES: Court Set to Hear UCC's Bid to Pursue Claims --------------------------------------------------------------- A U.S. bankruptcy court is set to hear a motion filed by Cornerstone Homes Inc.'s official committee of unsecured creditors to pursue claims on behalf of the company. The U.S. Bankruptcy Court for the Western District of New York will take up the motion at a status hearing on Sept. 22. Last month, the court issued an interim order allowing the unsecured creditors' committee to sue Cornerstone owner David Fleet who is facing a complaint filed by the Securities and Exchange Commission over his alleged violations of federal securities laws. The agency alleged that Mr. Fleet fraudulently sold $16.75 million worth of unsecured notes, mostly to elderly retirees between 1997 and 2010. The court order also allowed the committee to sue the company's pre-bankruptcy lender First Citizens National Bank over a transaction involving CNY Homes Holdings LLC. First Citizens and other pre-bankruptcy lenders previously criticized the committee's bid to pursue claims against them, saying they made loans to the company. The committee hit back at the lenders by arguing that they helped Mr. Fleet "create the appearance of legitimate, profitable business" and enabled him to operate Cornerstone as a Ponzi scheme through their loans. The lenders, which include The Community Preservation Corp., Elmira Savings Bank FSB and Lyons National Bank, provided over $26 million to Cornerstone, court filing show. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18.6 million and liabilities of $36.2 million. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious effect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. Michael H. Arnold, Chapter 11 trustee, is represented by the firm of Place and Arnold. LeClairRyan and Barclay Damon LLP serve as his special counsel. CORPORATE RESOURCE: Ch. 11 Cases Transferred to NY Court -------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York, in a memorandum opinion and order dated Aug. 18, 2015, ruled that the venue of the chapter 11 cases of Corporate Resource Services, Inc., and seven of its affiliated entities, will be transferred to the Southern District of New York. Judge Glenn held that the interest of justice and the convenience of the parties will best be served by transferring the Delaware Debtors' cases to the Southern District of New York Court. Despite the protestations to the contrary by the Delaware Debtors' counsel, filing the cases in Delaware could only have been done for one purpose, to prevent one court from overseeing these related cases, Judge Glenn said. Having one court administer these cases is the most cost effective and efficient use of judicial resources, Judge Glenn concluded. The case is In re: TS EMPLOYMENT, INC, Chapter 11 Debtor, CASE NO. 15-10243 (MG)(Bankr. S.D.N.Y.). A full-text copy of Judge Glenn's Decision is available at http://is.gd/Z0ydILfrom Leagle.com. Albert Togut, Esq. -- altogut@TeamTogut.com -- Jeffrey R. Gleit, Esq. -- jgleit@teamtogut.com -- Steven S. Flores, Esq. -- sflores@teamtogut.com -- and Lauren L. Peacock, Esq. -- lpeacock@teamtogut.com -- TOGUT, SEGAL & SEGALL LLP, Attorneys for James S. Feltman, Solely in His Capacity as Chapter 11 Trustee New York, NY. Ronald S. Gellert, Esq. -- rgellert@gsbblaw.com -- GELLERT SCALI BUSENKELL & BROWN, LLC, Proposed Attorneys for the Debtors Corporate Resource Services, Inc., et al. Wilmington, DE. Barry N. Seidel, Esq. -- seidelb@dicksteinshapiro.com -- Eric B. Fisher, Esq. -- fishere@dicksteinshapiro.com -- Steven B. Smith, Esq. -- smiths@dicksteinshapiro.com -- Evan J. Zucker, Esq. -- zuckere@dicksteinshapiro.com -- DICKSTEIN SHAPIRO LLP, Attorneys for the Ad Hoc Committee of Unsecured Creditors of Corporate Resource Services, Inc., et al. New York, NY. Neal Jacobson, Esq., Alan Maza, Esq., U.S. SECURITIES AND EXCHANGE COMMISSION, Attorneys for U.S. Securities And Exchange Commission New York, New York. Monica P. Folch, Esq., PREET BHARARA, UNITED STATES ATTORNEY FOR THE SOUTHERN DISTRICT OF NEW YORK, Attorneys for the Internal Revenue Service New York, NY. About TS Employment Based in New York, TS Employment Inc. is a professional employer organization that provides payroll-related services. Its only customer is publicly held Corporate Resource Services, Inc., a diversified technology, staffing, recruiting, and consulting services firm. TS processes payroll of up to 30,000 employees. TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. Judge Martin Glenn is assigned to the case. The Debtor estimated at least $100 million in assets and debt. The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. James S. Feltman serves as Chapter 11 trustee. The Chapter 11 Trustee retains Friedman LLP as special accountant and Mesirow Financial Consulting, LLC, as accountant to provide accounting, forensic, and investigatory services. About Corporate Resource Corporate Resource Services, Inc., was a New York-based provider of employment and human resource solutions for corporations throughout the United States. CRS leases its headquarters and does not own any real property. About 90% of CRS shares are owned by Robert Cassera and the balance are traded OTC. As of Dec. 31, 2014, CRS was one of the largest employment staffing companies in the U.S., providing employment and human resources solutions for corporations with annual sales of about one billion dollars. In February 2015, CRS began an orderly wind down of operations after discovering that TS Employment, Inc., a privately held company owned by Mr. Cassera, failed to remit tens of millions of dollars of the Debtors' withholding taxes to taxing authorities. TS Employment Inc., a professional employer organization that provided payroll-related services for CRS, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. CRS and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11546) on July 23, 2015, to complete their orderly wind down of operations. Judge Kevin J. Carey presides over the Chapter 11 cases. The Debtors tapped (a) Gellert Scali Busenkell & Brown, LLC, as bankruptcy counsel, (b) Wilmer Cutler Pickering Hale & Dorr LLP, as special counsel; (c) Carter Ledyard & Milburn LLP, as special SEC counsel, (d) SSG Capital Advisors as financial advisors and investment bankers, and (e) Rust Omni LLC as claims agent. CRS estimated $10 million to $50 million in assets and $50 million to $100 million in debt. CRP-2 HOLDINGS: U.S. Trustee Forms Two-Member Creditors' Committee ------------------------------------------------------------------ The U.S. trustee overseeing the Chapter 11 case of CRP-2 Holdings AA, LP appointed two creditors of the company to serve on the official committee of unsecured creditors: (1) Phil Stafford Colliers International Asset and Property 6250 N. River Rd., Ste. 11-100 Rosemont, IL 60018 (2) Denise Starkey OnX Managed Services, In. 2200 Cabot Dr., Ste. 450 Lisle, IL 60532 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About CRP-2 Holdings CRP-2 Holdings AA, L.P., a Delaware limited partnership that was formed in May of 2006 for the primary purpose of acquiring and managing real property, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 15-24683) on July 21, 2015. Neil Waisnor signed the petition as vice president. FrankGecker LLP serves as the Debtor's counsel. The Debtor estimated assets and liabilities of at least $100 million. Judge Donald R Cassling is assigned to the case. CYPRESS HEALTH: $50K Deposit for Failed Sale is Property of Estate ------------------------------------------------------------------ Judge Karen S. Jennemann of the United States Bankruptcy Court for the Northern District of Florida, Gainesville Division, required the turnover of $50,000 to Cypress Health Systems Florida, Inc., determining that the money is property of the bankrupt estate. In 2009, Partner's Healthcare Development International, LLC, signed a Letter of Intent and paid a $50,000 escrow deposit to Tampa Title Company, in an attempt to purchase the Debtor's primary asset -- the Tri-County Hospital-Williston f/k/a Nature Coast Regional Hospital. The Letter of Intent specified that the deposit would "revert permanently to the possession and control of the Seller should a purchase by the Buyer not be consummated subsequent to loan approval within 90-day exclusivity period." The 90-day period expired on November 11, 2009. The sale never closed and the funds are still with Tampa Title. When the Debtor filed its Chapter 11 case, Partner's Healthcare was listed as a creditor and received both notice of the bankruptcy filing and the deadline to file claims. However, Partner's Healthcare never filed a claim seeking the return of the escrow deposit. Partner's Healthcare argued that because the Debtor failed to schedule the $50,000 escrow deposit in its bankruptcy schedules, the Debtor has no legal or equitable interest in the funds. It further argues that because it has a claim that the Debtor failed to negotiate the sale in good faith, the Debtor did not have the right to the escrow deposit at the time of the bankruptcy filing. Judge Jennemann held that Partner's Healthcare lost any interest in the monies on November 11, 2009, pursuant to the binding LOI, and any other claim Partner's Healthcare may have had against the Debtor is now barred due to their failure to timely file a proof of claim in the bankruptcy case. The case is In re CYPRESS HEALTH SYSTEMS FLORIDA, INC., d/b/a TRI COUNTY HOSPITAL-WILLISTON, f/d/b/a NATURE COAST REGIONAL HOSPITAL, Chapter 11, Debtor, Case No. 1:12-BK-10431-KSJ. A full-text copy of Judge Jennemann's Memorandum Opinion Granting Debtor's Motion For Turnover Of Property Of The Estate dated August 19, 2015, is available at http://is.gd/CWrG1Gfrom Leagle.com. Cypress Health Systems Florida, Inc. is represented by: Amy L. Harris, Esq. Elena Paras Ketchum, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602-4700 Telephone: (813)229-0144 Facsimile: (813)229-1811 Email: aharris@srbp.com eketchum@srbp.com DOLPHIN DIGITAL: Incurs $1 Million Net Loss in Second Quarter ------------------------------------------------------------- Dolphin Digital Media Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.05 million on $12,400 of total revenues for the three months ended June 30, 2015, compared to a net loss of $486,000 on $549,000 of total revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $2.10 million on $16,100 of total revenue compared with a net loss of $945,000 on $1.05 million of total revenues for the same period a year ago. As of June 30, 2015, the Company had $3.24 million in total assets, $14.14 million in total liabilities, all current and total stockholders' deficit of $10.9 million. A full-text copy of the Form 10-Q is available for free at: http://is.gd/gw3PSp About Dolphin Digital Coral Gables, Florida-based Dolphin Digital Media, Inc., is dedicated to the twin causes of online safety for children and high quality digital entertainment. By creating and managing child-friendly social networking websites utilizing state-of the- art fingerprint identification technology, Dolphin Digital Media, Inc. has taken an industry-leading position with respect to internet safety, as well as digital entertainment. Dolphin Digital reported a net loss of $1.87 million on $2.07 million of total revenue for the year ended Dec. 31, 2014, compared to a net loss of $2.46 million on $2.29 million of total revenue for the year ended Dec. 31, 2013. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered recurring losses from operations, negative cash flows from operations, and does not have sufficient working capital. These events raise substantial doubt about the Company's ability to continue as a going concern. DONALD WOLF: Court Affirms Order Denying Cash Collateral Use ------------------------------------------------------------ Judge Frederick J. Kapala of the United States District Court for the Northern District of Illinois affirmed the bankruptcy court's order denying the request filed by David M. Wolf, Donald L. Wolf, Jr., and Donald L. Wolf, Sr., to use FirstMerit Bank, N.A.'s cash collateral to pay their professional fees. The Wolfs, who sought reorganization pursuant to Chapter 11 bankruptcy petitions, moved the bankruptcy court to permit payment of certain professional fees from the rents collected from a piece of commercial real estate at 10611-10685 Wolf Drive, in Huntley, Illinois. FirstMerit is the holder of a defaulted note secured by the Property and any rents derived from the Property. The bankruptcy court denied the Wolfs' motion. On appeal, the Wolfs represented that should the district court affirm the bankruptcy court's order denying them the opportunity to pay their professionals by way of FirstMerit's cash collateral, they would be unable to successfully reorganize. As a response to that representation, FirstMerit moved the bankruptcy court to convert the Wolfs' bankruptcies to Chapter 7 liquidation rather than Chapter 11 reorganization. FirstMerit also filed a motion with the district court to withdraw that motion from the bankruptcy court and rule on it immediately. Judge Kapala concurred with the bankruptcy court that cash collateral secured by way of Section 552 of the Bankruptcy Code may not be used by a debtor-in-possession pursuant to Section 363 without consent or providing adequate protection for its value. The judge also agreed with the bankruptcy court in holding that the equities-of-the-case exception does not apply to this case. As to FirstMerit's motion to withdraw the referral to the bankruptcy court of its motion to convert the Wolfs' cases to liquidation, Judge Kapala denied the motion because it is a "core" bankruptcy proceeding. The case is Donald L. Wolf, Sr., et al., Appellants, v. FirstMerit Bank, N.A., Appellee, Case Nos. 15 C 50035-37, 15 C 50103, 14 C 500337-39 (N.D. Ill.). A full-text copy of Judge Kapala's July 31, 2015 order is available at http://is.gd/dfYVM4from Leagle.com. FirstMerit Bank, N.A. is represented by: Christopher James Harney, Esq. Michael Ryan Pinkston, Esq. SEYFARTH SHAW LLP 131 South Dearborn Street Suite 2400 Chicago, IL 60603-5577 Tel: (312) 460-5000 Fax: (312) 460-7000 Email: charney@seyfarth.com rpinkston@seyfarth.com David M. Wolf is represented by: James E. Stevens, Esq. Russell Wade Baker, Esq. BARRICK, SWITZER, LONG, BALSLEY & VAN EVERA, LLP 6833 Stalter Drive Rockford, IL 61108 Tel: (815) 962-6611 Fax: (815) 962-0687 ECOSPHERE TECHNOLOGIES: Incurs $2.3 Million Net Loss in Q2 ---------------------------------------------------------- Ecosphere Technologies, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.3 million on $6,250 of total revenues for the three months ended June 30, 2015, compared to a net loss of $2.42 million on $3,571 of total revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $5.11 million on $19,964 of total revenues compared to a net loss of $5.8 million on $137,820 of total revenues for the same period in 2014. As of June 30, 2015, the Company had $15.04 million in total assets, $7.45 million in total liabilities, $3.84 million in total redeemable convertible cumulative preferred stock, and $3.74 million in total equity. As of Aug. 18, 2015, Ecosphere had cash on hand of approximately $201,755. Due to the nature of its technology licensing business model, Ecosphere presently does not have any regularly recurring revenue. At June 30, 2015, the Company had a working capital deficit and accumulated deficit of $5,516,338 and $114,573,132, respectively. A full-text copy of the Form 10-Q is available for free at: http://is.gd/LTMzQs About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere reported a net loss of $11.5 million on $1.11 million of total revenues for the year ended Dec. 31, 2014, compared with net income of $19.2 million on $6.71 million of total revenues for the year ended Dec. 31, 2013. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company reported a net loss of $11.5 million in 2014, and cash used in operating activities of $4.55 million and $10.3 million in 2014 and 2013, respectively. At Dec. 31, 2014, the Company had a working capital deficiency, and accumulated deficit of $2.86 million, and $109 million, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. EDENOR SA: Reports ARS 255 Million Profit for Second Quarter ------------------------------------------------------------ Edenor S.A. filed its quarterly report with the Securities and Exchange Commission disclosing profit of ARS 255 million on ARS 899 million of revenue for the three months ended June 30, 2015, compared to profit of ARS 15.8 million on ARS 853 million of revenue for the same period in 2014. For the six months ended June 30, 2015, the Company reported profit of ARS 725 million on ARS 1.86 billion of revenue compared to a net loss of ARS 723 million on ARS 1.75 billion of revenue for the same period in 2014. As of June 30, 2015, Edenor had ARS 10.74 billion in total assets, ARS 9.63 billion in total liabilities and ARS 1.11 billion in total equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/gN75qr About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor SA reported a loss of ARS780 million on ARS3.59 billion of revenue for the year ended Dec. 31, 2014, compared with profit of ARS773 million on ARS3.44 billion of revenue for the year ended Dec. 31, 2013. EFT HOLDINGS: Incurs $1.4 Million Net Loss in June 30 Quarter ------------------------------------------------------------- EFT Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.4 million on $100,367 of net total revenues for the three months ended June 30, 2015, compared to a net loss of $520,605 on $297,978 of net total revenues for the same period in 2014. As of June 30, 2015, the Company had $5.6 million in total assets, $14.5 million in total liabilities and a total deficiency of $8.9 million. The Company has negative working capital of $10,174,356 and an accumulated deficit of $61,735,504 as of June 30, 2015, and it reported net losses and did not generate cash from operations for the past two years. The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital from external sources in order to continue the long-term efforts contemplated under its business plan. According to the Company, these circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2015, citing that the Company has negative working capital of $8,771,507 and an accumulated deficit of $60,304,126 as of March 31, 2015, reported net losses and did not generate cash from operations for past two years. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: http://is.gd/CN9IaG About EFT Holding California-based EFT Holdings, Inc., is primarily an e-Business company designed around the "Business-to-Customer" concept, which means that the Company's products are sold directly to customers through its web site. The Company's "Business-to-Customer" model differs from the traditional "Business to Business" model where products are sold to distributors who then sell the products to ultimate customers. EFT Holdings reported a net loss of $5.30 million on $968,000 of net total revenues for the year ended March 31, 2015, compared to a net loss of $20.3 million on $1.80 million of net total revenues for the year ended March 31, 2014. EMMAUS LIFE: Henry McKinnell Quits as Director ---------------------------------------------- Henry A. McKinnell, Jr., Ph.D., member of the Board of Directors of Emmaus Life Sciences, Inc., tendered his resignation from the Board, effective as of close of business on Aug. 14, 2015, which has subsequently been extended to Aug. 19, 2015. Prior to his resignation, Dr. McKinnell was a member of the Board's Audit and Compensation, Nominating and Corporate Governance Committees. Dr. McKinnell's resignation is not due to any disagreement with the Company or its management. About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $20.8 million on $500,700 of net revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.06 million on $391,000 of net revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $2.2 million in total assets, $24.3 million in total liabilities and a $22.1 million total stockholders' deficit. KPMG LLP, in San Diego, California, issued a "going Concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The independent auditors noted that the Company has suffered recurring losses from operations, has significant amounts of debt due within a year, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. EMMAUS LIFE: Needs More Time to File Quarterly Report ----------------------------------------------------- Emmaus Life Sciences, Inc. filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the period ended June 30, 2015. "We require additional time to complete our internal approval process of our consolidated financial statements for the quarter ended June 30, 2015. Recent changes to the composition of our audit committee have delayed the timing of the Audit Committee in the review and approval of the Form 10-Q," the Company said in the filing. The Company expects to file the Quarterly Report within the time period permitted by Rule 12b-25. About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $20.8 million on $500,700 of net revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.06 million on $391,000 of net revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $2.2 million in total assets, $24.3 million in total liabilities and a $22.1 million total stockholders' deficit. KPMG LLP, in San Diego, California, issued a "going Concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The independent auditors noted that the Company has suffered recurring losses from operations, has significant amounts of debt due within a year, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ESP RESOURCES: Delays Second Quarter Form 10-Q ---------------------------------------------- ESP Resources, Inc. filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the period ended June 30, 2015. The Company expects to file the Report within the extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About ESP Resources The Woodlands, Texas-based ESP Resources, Inc., through its subsidiaries, manufactures, blends, distributes and markets specialty chemicals and analytical services to the oil and gas industry and also provides services for the upstream, midstream and downstream sectors of the energy industry, including new construction, major modifications to operational support for onshore and offshore production, gathering, refining facilities and pipelines designed to optimize performance and increase operators' return on investment. ESP Resources reported a net loss of $2.06 million on $11.91 million of net sales for the year ended Dec. 31, 2014, compared to a net loss of $5.23 million on $10.59 million of net sales in 2013. Turner, Stone & Company, LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred net losses through Dec. 31, 2014, and has a working capital deficit as of Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ESP RESOURCES: Incurs $670K Net Loss in Second Quarter ------------------------------------------------------ ESP Resources, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $669,984 on $1.6 million of net sales for the three months ended June 30, 2015, compared to a net loss of $666,094 on $2.6 million of net sales for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $654,780 on $3.8 million of net sales compared to a net loss of $1.4 million on $5.78 million of net sales for the same period during the prior year. As of June 30, 2015, the Company had $4.5 million in total assets, $9.5 million in total liabilities and a $5 million total stockholders' deficit. "We will require additional capital to fund our losses and working capital deficits and to grow our business to recapture our decline in sales. For this most recent quarter, we remained dependent on our working capital lines and extended credit terms with our vendors to meet our cash requirements. We expect this situation to continue for the foreseeable future until we are able to raise additional capital on acceptable terms. While we anticipate further increases in operating cash flows, we will continue to require additional capital through equity financing and/or debt financing, if available, which may result in further dilution in the equity ownership of our shares and will continue to rely on our extended payment terms with vendors. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock or for our vendors to continue cooperating with us as they have in the past. Furthermore, we may continue to be unprofitable and/or unable to grow our sales at a level where we can become profitable," the Company states in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Cs4e7H About ESP Resources The Woodlands, Texas-based ESP Resources, Inc., through its subsidiaries, manufactures, blends, distributes and markets specialty chemicals and analytical services to the oil and gas industry and also provides services for the upstream, midstream and downstream sectors of the energy industry, including new construction, major modifications to operational support for onshore and offshore production, gathering, refining facilities and pipelines designed to optimize performance and increase operators' return on investment. ESP Resources reported a net loss of $2.06 million on $11.91 million of net sales for the year ended Dec. 31, 2014, compared to a net loss of $5.23 million on $10.59 million of net sales in 2013. Turner, Stone & Company, LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred net losses through Dec. 31, 2014, and has a working capital deficit as of Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. EVANS & SUTHERLAND: Incurs $2.7-Mil. Net Loss in Second Quarter --------------------------------------------------------------- Evans & Sutherland Computer Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.7 million on $10.28 million of sales for the three months ended July 3, 2015, compared to a net loss of $868,000 on $5.71 million of sales for the three months ended June 27, 2014. For the six months ended July 3, 2015, the Company reported a net loss of $2.59 million on $18.29 million of sales compared to a net loss of $1.42 million on $12.38 million of sales for the six months ended June 27, 2014. As of July 3, 2015, the Company had $27 million in total assets, $28.2 million in total liabilities and total stockholders' deficit of $1.23 million. A full-text copy of the Form 10-Q is available for free at: http://is.gd/9Tb5Wu About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, fulldome show content. E&S has developed Digistar 5, the world's leading digital planetarium with fulldome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. Evans & Sutherland reported a net loss of $1.30 million on $26.5 million of sales for the year ended Dec. 31, 2014, compared with net income of $1.17 million on $29.6 million of sales for the same period in 2013. FINANCIAL HOLDINGS: Gets Approval to Sell AFB Shares to Lender -------------------------------------------------------------- Financial Holdings Inc. got court approval to sell its shares of common stock in American Founders Bank Inc. U.S. Bankruptcy Judge Gregory Schaaf last week approved the sale to WPB-AFB, LLC, which bought the company's shares by use of a so-called credit bid. A secured creditor, WPB-AFB asserts a $14.4 million claim for the loan it provided to Financial Holdings, which is secured by the company's shares in the Kentucky-based bank. Judge Schaaf earlier approved a bidding process that authorized Financial Holdings to conduct an auction on August 10, with WPB-AFB as the stalking horse bidder. The auction was canceled after the assets failed to draw "qualified" bids, according to court filings. About Financial Holdings Financial Holdings, Inc., is a bank holding company, organized under the laws of the Commonwealth of Kentucky, that owns 100% of the common stock of two subsidiaries: (i) American Founders Bank, Inc. and (ii) American Founders Statutory Trust I. The Bank, in turn, owns 100% of the voting common stock of American Founders Loan Corporation. Financial Holdings sought Chapter 11 protection (Bankr. E.D. Ky. Case No. 15-51187) on June 16, 2015, in Lexington, Kentucky. The Bank, Statutory Trust, and AFLC, are not debtors in the Chapter 11 case. The Debtor disclosed total assets of $11.9 million and total liabilities of $40.6 million. The case is assigned to Judge Gregory R. Schaaf. The Debtor tapped Stoll Keenon Ogden, PLLC, as counsel, and Austin Associates, LLC, as financial advisors. Counsel to the proposed purchaser, WPB-AFB, LLC, are Michael G. Dailey, Esq., Uday Gorrepati, Esq., and Susan Zaunbrecher, Esq., at Dinsmore & Shohl, LLP, in Cincinnati, Ohio. FINJAN HOLDINGS: To Present at Rodman & Renshaw Annual Conference ----------------------------------------------------------------- Finjan Holdings, Inc., announced that the Company will be presenting at the Rodman & Renshaw 17th Annual Global Investment Conference taking place from Sept. 8-10, 2015, at the St. Regis Hotel in New York, New York. Phil Hartstein, president and CEO, and Michael Noonan, CFO, are scheduled to present on Wednesday, September 9th at 10:00 a.m. ET in the Fontainebleau Foyer II on the second floor. Management will be available for one-on-one meetings with attendees on September 9th and 10th. Investors are encouraged to contact their Rodman & Renshaw representative or Alan Sheinwald of Capital Markets Group to request a meeting with management at the conference. A live webcast will be available at http://wsw.com/webcast/rrshq25/fnjn. Additionally, the investor presentation will be made available for download at ir.finjan.com on the day of the Company's presentation. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan reported a net loss of $10.47 million in 2014 following a net loss of $6.07 million in 2013. As of June 30, 2015, the Company had $14 million in total assets, $2.3 million in total liabilities and $11.7 million in total stockholders' equity. FLOATEL INTERNATIONAL: Bank Debt Trades at 26% Off -------------------------------------------------- Participations in a syndicated loan under which Floatel International AB is a borrower traded in the secondary market at 74.10 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 0.60 percentage points from the previous week, The Journal relates. Floatel International AB pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on May 16, 2020. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. FORTESCUE METALS: Bank Debt Trades at 19% Off --------------------------------------------- Participations in a syndicated loan under which Fortescue Metals Group Ltd is a borrower traded in the secondary market at 81.31 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 1.17 percentage points from the previous week, The Journal relates. Fortescue Metals Group Ltd pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on June 13, 2019. Moody's rates the loan 'Ba1' and Standard & Poor's gave a 'BB+' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. FOUNDERS RIDGE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Founders Ridge Holdings, LLC 2809 Old Bayshore Way Tampa, FL 33611 Case No.: 15-12928 Chapter 11 Petition Date: August 24, 2015 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: David C. Jones, Jr., Esq. DAVID C. JONES, JR., P.C. 10617 Jones Street, Ste 301-A Fairfax, VA 22030 Tel: 703-273-7350 Fax: 703-385-3731 Email: djones@dcjoneslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Eric C. Fedewa, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. FPL ENERGY: S&P Affirms 'BB' Rating on $380MM Sr. Sec. Bonds ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'BB' rating on FPL Energy American Wind LLC's $380 million senior secured amortizing bonds due 2023 ($88.4 million outstanding as of June 30, 2015). At the same time, S&P revised the outlook to negative from stable. The recovery rating remains unchanged at '1', indicating S&P's expectation of significant (90% to 100%) recovery if a default occurs. S&P's rating action stems from the significant drop in wind resource the project underwent over the past two quarters. Wind speeds have remained erratic due to the persistent El Nino weather conditions that have affected parts of the U.S. In the first half of 2015, American Wind's production dipped by almost 10% from S&P's base case expectation, and availability, at more than 90%, remained slightly lower than expectations. In addition, the project's operating and maintenance (O&M) costs were higher than expected leading to a debt service coverage ratio (DSCR) of less than 1x for the 12 months ended May 2015. S&P's current expectation is that the wind will revert back to historical averages, and so S&P's long-term base case forecast remains unchanged from its last review. The negative outlook primarily reflects S&P's view of the near-term resource risk, timing for wind speeds to revert and low anticipated debt service coverage. American Wind is a project finance transaction that repays debt with revenue payments from selling electricity from six U.S. wind power projects that total 683 megawatts. American Wind repays debt almost entirely from project cash flows generated by converting wind energy into electricity and selling it to off-takers under long-term power purchase agreements. American Wind is a wholly owned subsidiary of FPL Energy Wind Funding LLC (Wind Funding). Although the former was able to make service its debt payments, it locked up and did not distribute to Wind Funding in June. However, Wind Funding had sufficient liquidity to pay its debt service. The negative outlook on the American Wind rating reflects the weaker DSCR due to significantly lower wind speeds and higher O&M expenses. S&P will be monitoring the quarterly data and particularly considering the seasonality of wind will compare each quarter to 2014's quarters to see if there are signs of reversion to historical averages or if this wind effect is prolonged. FRAC TECH: Bank Debt Trades at 35% Off -------------------------------------- Participations in a syndicated loan under which Frac Tech Services Ltd is a borrower traded in the secondary market at 65.17 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 3.69 percentage points from the previous week, The Journal relates. Frac Tech Services pays 475 basis points above LIBOR to borrow under the facility. The bank loan matures on April 3, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. FTE NETWORKS: Incurs $1.5 Million Net Loss in June 30 Quarter ------------------------------------------------------------- FTE Networks, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $1.52 million on $4.07 million of revenues for the three months ended June 30, 2015, compared to a net loss attributable to common shareholders of $32,915 on $6.92 million of revenues for the same period during the prior year. For the nine months ended June 30, 2015, the Company reported a net loss attributable to common shareholders of $2.07 million on $10.36 million of revenues compared to net income attributable to common shareholders of $1.83 million on $13.58 million of revenues for the same period a year ago. As of June 30, 2015, the Company had $4.10 million in total assets, $13.64 million in total liabilities and a $9.53 million total stockholders' deficiency. Bankruptcy Warning "[W]e have not achieved a sufficient level of revenues to support our business and development activities and have suffered substantial recurring losses from operations since our inception, which conditions raise substantial doubt that we will be able to continue operations as a going concern. "Management's plans are to continue to raise additional funds through the sales of debt or equity securities. Currently in process, management's plans are to increase liquidity and enhance capital resources by attempting to complete negotiations for a $6 million asset-based line of credit which is in the final phases of the approval process and completion of refinancing $3.5 million of senior secured notes which will generate an approximate $1.45 million of availability to be used for expansion of the business. However, there is no assurance that additional financing, including the aforementioned transactions, will be available when needed or that management will be able to obtain and close financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables and reduce overhead until sufficient additional capital is raised to support further operations, which would have a material adverse effect on the Company's business, financial condition and results of operations, and ultimately we could be forced to discontinue our operations, liquidate and/or seek reorganization under the U.S. bankruptcy code," the Company stated in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/h0vOxy About FTE Networks, Inc. FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. FUEL PERFORMANCE: Incurs $505,000 Net Loss in Second Quarter ------------------------------------------------------------ Fuel Performance Solutions, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $505,195 on $91,295 of net revenues for the three months ended June 30, 2015, compared to a net loss of $1.99 million on $454,667 of net revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $975,724 on $225,368 of net revenues compared to a net loss of $653,957 on $829,093 of net revenues for the same period a year ago. The Company's balance sheet at June 30, 2015, showed $2.44 million in total assets, $3.3 million in total liabilities and a total stockholders' deficit of $862,146. A full-text copy of the Form 10-Q is available for free at: http://is.gd/yIbkvj About Fuel Performance Fuel Performance Solutions, Inc., was incorporated in Nevada on April 9, 1996, by a team of individuals who sought to address the challenges of reducing harmful emissions while at the same time improving the operating performance of internal combustion engines, especially with respect to fuel economy and engine cleanliness. After the Company's incorporation, its initial focus was product research and development, but over the past few years, the Company's efforts have been directed to commercializing its product slate, primarily DiesoLiFTTM and the PerfoLiFTTM BD- Series, for use with diesel fuel and bio-diesel fuel blends, by focusing on marketing, sales and distribution efforts in conjunction with our distribution partners. On Feb. 5, 2014, the Company changed its name from International Fuel Technology, Inc., to Fuel Performance Solutions, Inc. Fuel Performance reported a net loss of $1.65 million on $1.72 million of net revenues for the year ended Dec. 31, 2014, compared with a net loss of $1.39 million on $704,000 of net revenues for the year ended Dec. 31, 2013. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, noting that the Company has suffered recurring loss from operations and has a working capital deficit. This factor, the auditors said, raises substantial doubt about the Company's ability to continue as a going concern. FULLCIRCLE REGISTRY: Delays Second Quarter Form 10-Q ---------------------------------------------------- FullCircle Registry, Inc., was unable to file its quarterly report on Form 10-Q for the period ended June 30, 2015, within the prescribed time period due to its difficulty in completing and obtaining required financial and other information without unreasonable effort and expense, according to a Form 12b-25 document filed with the Securities and Exchange Commission. The Company expects to file the Form 10-Q within the time period permitted by this extension. About FullCircle Registry Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the acquisition of small profitable businesses. FullCircle Registry, Inc., has become a holding company with three subsidiaries. They are FullCircle Entertainment, Inc., FullCircle Insurance Agency, Inc. and FullCircle Prescription Services, Inc. Target companies for future acquisition are those in search of exit plans for the owners and are intended to continue autonomous operations as current ownership is phased out over a period of 3-5 years. FullCircle Registry reported a net loss of $653,000 on $1.49 million of revenues for the year ended Dec. 31, 2014, compared to a net loss of $448,000 on $1.88 million of revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $5.70 million in total assets, $6.39 million in total liabilities, and a $687,200 total stockholders' deficit. Somerset CPAs, P.C., in Indianapolis, Indiana, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2014, citing that FullCircle Registry has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about the Company's ability to continue as a going concern. FULLCIRCLE REGISTRY: Posts $185,000 Net Loss for Second Quarter --------------------------------------------------------------- FullCircle Registry, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $185,130 on $314,470 of revenues for the three months ended June 30, 2015, compared to a net loss of $165,510 on $396,029 of revenues for the same period last year. For the six months ended June 30, 2015, the Company reported a net loss of $399,759 on $630,549 of revenues compared to a net loss of $261,019 on $782,172 of revenues for the same period in 2014. As of June 30, 2015, the Company had $5.57 million in total assets, $6.4 million in total liabilities and a total stockholders' deficit of $819,557. The Company has negative working capital and a capital deficiency at June 30, 2015. A full-text copy of the Form 10-Q is available for free at: http://is.gd/FmLsuL About FullCircle Registry Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the acquisition of small profitable businesses. FullCircle Registry, Inc., has become a holding company with three subsidiaries. They are FullCircle Entertainment, Inc., FullCircle Insurance Agency, Inc. and FullCircle Prescription Services, Inc. Target companies for future acquisition are those in search of exit plans for the owners and are intended to continue autonomous operations as current ownership is phased out over a period of 3-5 years. FullCircle Registry reported a net loss of $653,000 on $1.49 million of revenues for the year ended Dec. 31, 2014, compared to a net loss of $448,000 on $1.88 million of revenues for the year ended Dec. 31, 2013. Somerset CPAs, P.C., in Indianapolis, Indiana, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2014, citing that FullCircle Registry has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about the Company's ability to continue as a going concern. GALAXY SWITCHGEAR: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Galaxy Switchgear Industries LLC 46 Sellers St Kearny, NJ 07032 Case No.: 15-25824 Chapter 11 Petition Date: August 21, 2015 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. John K. Sherwood Debtor's Counsel: Jay L. Silverberg, Esq. SILVERBERG LAW FIRM LLC One Gateway Center, Suite 2600 Newark, NJ 07102 Tel: (212) 730-1900 Fax: (212) 790-9461 Email: Jay@silverbergfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Isak Lamberg, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. GENERAL STEEL: Delays Second Quarter Form 10-Q ---------------------------------------------- General Steel Holdings, Inc. was unable to file the quarterly report on Form 10-Q for the quarter ended June 30, 2015, within the prescribed time period without unreasonable effort or expense because additional time is required to complete the preparation of the Company's financial statements in time for filing. The Company said the Quarterly Report will be filed as soon as practicable. About General Steel Holdings General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. General Steel -- http://www.gshi-steel.com/-- has operations in China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. General Steel reported a net loss of $78.3 million on $1.9 billion of sales for the year ended Dec. 31, 2014, compared with a net loss of $42.6 million on $2 billion of sales for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $2.5 billion in total assets, $3.14 billion in total liabilities and a $637 million total deficiency. Friedman LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has an accumulated deficit, has incurred a gross loss from operations, and has a working capital deficiency at Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GENERAL STEEL: Reports Second Quarter 2015 Financial Results ------------------------------------------------------------ General Steel Holdings, Inc., announced its financial results for the second quarter ended June 30, 2015. Ms. Yunshan Li, chief executive officer of General Steel commented, "Since being appointed as CEO of General Steel in late July, my top priority has been reviewing and integrating the Company's resources in order to chart the best course for our business transformation. During our strategic reviews, we noted that General Steel is one of the most efficient steel producers in China and that it has excellent experience, resources and expertise. And as we further evaluated General Steel's total value chain, we believe that the more an organization moves upstream towards energy-saving and environmental protection solutions, the higher its return on investments and sustainability will be. As such, we are very excited about the potential possibilities for the Company in the clean-tech and environmental protection sector." Ms. Li added, "China is now the world's largest energy consumer and has the largest number of coal-fired power plants and steel mills. The Chinese government is fully aware of the impact from fossil-fuel pollution and is launching the tightest-ever restrictions on emission standards. In my view, General Steel not only has its own demand for clean-tech and environmental protection solutions, but also rich industry resources to promote clean-tech adoption. We feel confident that the combination of my direct knowledge, expertise, and access to emission reduction technology and GSI's excellent experience, resources and expertise will enable us to successfully produce and sell leading clean-tech solutions in China." John Chen, chief financial officer of General Steel, commented, "As we forge ahead with our business transformation, in the second quarter we proactively revalued our steel-manufacturing equipment in Longmen Joint Venture, and took a write-down of $973.9 million in its carrying value to better reflect the current market conditions. We believe this will lighten future depreciation burden and better enable the Company to adopt new business models." As of June 30, 2015, the Company had cash and restricted cash of approximately $266.5 million, compared to $367.3 million as of Dec. 31, 2014. The Company had an inventory balance of $153.1 million as of June 30, 2015, compared to $156.3 million as of Dec. 31, 2014. A full-text copy of the press release is available at: http://is.gd/7QDcYq About General Steel Holdings General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. General Steel -- http://www.gshi-steel.com/-- has operations in China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. General Steel reported a net loss of $78.3 million on $1.9 billion of sales for the year ended Dec. 31, 2014, compared with a net loss of $42.6 million on $2 billion of sales for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $2.5 billion in total assets, $3.14 billion in total liabilities and a $637 million total deficiency. Friedman LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has an accumulated deficit, has incurred a gross loss from operations, and has a working capital deficiency at Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GENIUS BRANDS: Incurs $988K Net Loss in Second Quarter ------------------------------------------------------ Genius Brands International, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $987,855 on $133,615 of total revenues for the three months ended June 30, 2015, compared to a net loss of $1.14 million on $217,196 of total revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $1.62 million on $430,249 of total revenues compared to a net loss of $1.99 million on $393,478 of revenues for the same period a year ago. As of June 30, 2015, the Company had $16.44 million in total assets, $4.33 million in total liabilities and $12.11 million in total equity. Cash totaled $2,872,253 and $5,576,206 at June 30, 2015, and 2014, respectively. A full-text copy of the Form 10-Q is available for free at: http://is.gd/pAVb3I On Aug. 14, 2015, Genius Brands distributed a letter to its shareholders from Chairman and CEO Andy Heyward, a copy of which is available for free at http://is.gd/ZcUg4s About Genius Brands Beverly Hills, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $3.72 million in 2014, a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. GYMBOREE CORP: Bank Debt Trades at 30% Off ------------------------------------------ Participations in a syndicated loan under which Gymboree Corp is a borrower traded in the secondary market at 70.13 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 0.94 percentage points from the previous week, The Journal relates. Gymboree Corp pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on February 23, 2018. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. HERCULES OFFSHORE: Given Until Nov. 7 to File Schedules ------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware issued an interim order extending the time within which Hercules Offshore, Inc., et al., will file their schedules of assets and liabilities and statements of financial affairs is extended through and including Nov. 7, 2015, although, subject to entry of a final order, the requirement that the Debtors file the Schedules and Statements is permanently waived effective upon the date of confirmation of the Plan, provided confirmation occurs on or before Nov. 7. The Court will conduct a hearing on Sept. 8, 2015, at 12:00 noon, prevailing Eastern Time, to consider entry of a final order. Objections, if any, that relate to entry of a final order must be filed on or before Aug. 28. However, if no objections to the Motion are timely filed, the Interim Order will be deemd a Final Order and immediately effective as a Final Order, without further hearing on the Motion. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. Hercules Offshore and 14 affiliated debtors, on Aug. 13, 2015, each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. A hearing will be held on Sept. 24 to consider approval of the explanatory Disclosure Statement and confirmation of the Debtors' Prepackaged Chapter 11 Plan of Reorganization. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. HERCULES OFFSHORE: Has Interim OK to Pay $5MM to Unsec. Creditors ----------------------------------------------------------------- Hercules Offshore, Inc. and its affiliated debtors sought and obtained interim authority from Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to pay the prepetition claims of general unsecured creditors in the ordinary course of business in an aggregate amount not to exceed $5 million. The Debtors owe a total of $7,620,000 on account of undisputed claims, including $2,235,000 to foreign creditors. These claims consist of the following: (a) Operational - Suppliers, service providers and other vendors utilized in operating jackup rigs and liftboats and for related projects. Approximate amount accrued as of Petition Date: $6,450,000. Approximate amount due within 21 days: $4,255,000; (b) Administrative - Support services for corporate and administrative functions such as information technology, human resources, legal and accounting. Approximate amount accrued as of Petition date: $675,000. Approximate amount due within 21 days: $250,000. (c) Shipper/Customs - Shippers, warehouseman, customs agents and similar third party providers. Approximate amount accrued as of Petition date: $305,000. Approximate amount due within 21 days: $305,000. (d) Rental/Equipment Lease - Leasing equipment utilized by the Debtors in their operations. Approximate amount accrued as of Petition date: $190,000. Approximate amount due within 21 days: $190,000. Tamara K. Minott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, tells the Court that Debtors are not seeking to pay these amounts immediately and that the Debtors will pay the amounts as they become due and payable in the ordinary course of the Debtors' businesses. Ms. Minotti relates that as of the Petition Date, the Debtors have approximately $81 million in cash on hand. She contends that cash maintained by the Debtors and the cash generated in the ordinary course of their businesses will provide ample liquidity for payment of the claims, as well as for the Debtors to conduct operations during the chapter 11 cases and to administer the chapter 11 cases. The final hearing on the Debtors' Motion is scheduled on September 8, 2015 at 12:00 p.m. The deadline for the filing of objections to the motion is set on August 28. Hercules Offshore, Inc. and its affiliated Debtors are represented by: Robert J. Dehney, Esq. Eric D. Schwartz, Esq. Matthew B. Harvey, Esq. Tamara K. Minott, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market St., 16th Flr. PO Box 1347 Wilmington, DE 19899-1347 Telephone: (302)658-9200 Facsimile: (302)658-3989 Email: rdehney@mnat.com eschwartz@mnat.com mharvey@mnat.com tminott@mnat.com -- and -- Emanuel C. Grillo, Esq. Christopher Newcomb, Esq. BAKER BOTTS LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212)892-4000 Email: emanuel.grillo@bakerbotts.com chris.newcomb@bakerbotts.com -- and -- James Prince II, Esq. C. Luckey McDowell, Esq. Meggie S. Gilstrap, Esq. BAKER BOTTS LLP 2001 Ross Avenue Dallas, TX 75201 Telephone: (214)953-6500 Email: jim.prince@bakerbotts.com luckey.mcdowell@bakerbotts.com meggie.gilstrap@bakerbotts.com About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. A hearing will be held on Sept. 24 to consider approval of the explanatory Disclosure Statement and confirmation of the Debtors' Prepackaged Chapter 11 Plan of Reorganization. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. HERCULES OFFSHORE: Seeks to Assume $450-Mil. Exit Facility ---------------------------------------------------------- Hercules Offshore, Inc., and its affiliated debtors seek authority from the U.S. Bankruptcy Court for the District of Delaware to (a) assume a $450 million First Lien Exit facility commitment letter; (b) pay Put Option Premium; (c) reimburse related out-of-pocket expenses of the Commitment Parties and the Agent and pay certain fees to the Agent; and (d) indemnify commitment parties. The Debtors also ask the Court to approve procedures for the subscription process for other prepetition noteholders to participate in the proposed First Lien Exit Facility, and to authorize the Debtors to conduct the subscription process in accordance with the subscription procedures. Commitment Letter HERO and the holders of the Senior Notes entered into a Commitment Letter where the Senior Noteholders agreed to backstop the entire $450 million of the First Lien Exit Facility, subject to implementation of the Subscription Process. The First Lien Exit Facility will mature on the date which is 4-1/2 years after the Closing Date and will be secured by first lien priority liens on substantially all of the assets of the Debtors and the Non-Debtor Subsidiaries that guarantee the indebtedness under the First Lien Exit Facility. The Debtors agreed to the terms of the First Lien Exit Facility after consulting with their advisors on the possibility of an out-of-court financing and after reaching a determination that the amount and pricing of the First Lien Exit Facility represented a reasonable exercise of the Debtors' business judgment. Put Option Premium HERO has agreed to pay the Commitment Parties a put option premium equal to 2.00% of the principal amount of the First Lien Exit Facility. A portion of the Put Option Premium equal to 1.00% of the amount of the First Lien Exit Facility was paid to the Commitment Parties upon execution of the Commitment Letter. The remaining portion of the Put Option Premium is payable upon consummation of the Plan. Additionally, in the event the Debtors execute an alternative financing transaction without the prior written consent of the Commitment Parties, as required under the Commitment Letter, HERO agrees to pay the Remaining Put Option Premium to the Commitment Parties. In light of the amount of the First Lien Exit Facility and the percentage of the Put Option Premium of the amount thereof, the Debtors believe the Put Option Premium is well within the range of similar premiums or commitment fees, if not lower than such range. Expenses HERO has agreed to pay (i) all out-of-pocket expenses of the Commitment Parties in connection with the First Lien Exit Facility and for enforcement costs and documentary taxes associated with the Commitment Letter or the First Lien Exit Facility, and transactions related thereto and (ii) all reasonable and documented out-of-pocket expenses of the administrative agent and/or collateral agent for the First Lien Exit Facility when selected in connection with the First Lien Exit Facility and for enforcement costs and documentary taxes associated with the Commitment Letter or the First Lien Exit Facility, and the transactions related thereto. The Commitment Expenses are payable by HERO regardless of whether the First Lien Exit Facility is consummated. Agent Fees HERO has agreed to pay an arranger and administrative fee to the Agent in connection with the First Lien Exit Facility. The Agent Fees compensate the Agent for certain services, including (i) negotiating the credit agreement on behalf of the Agent, (ii) working with the Debtors and the Other Pre-Petition Noteholders as part of the Subscription Procedures, and (iii) working with any Pre-Petition Noteholders by way of participation, assignment and fronting (as applicable) for the Pre- Petition Noteholders that cannot be signatories to the First Lien Exit Facility. In addition, the Agent Fees will compensate the Agent for its post-closing administration of the First Lien Exit Facility. Indemnities The Debtors have agreed to indemnify, hold harmless and defend the Commitment Parties, the Agent and each of their respective affiliates and their respective directors, officers, employees, attorneys, advisors, agents and other representatives from and against any losses, claims, damages and liabilities arising out of or in connection with (i) the Commitment Letter, (ii) the First Lien Exit Facility, or (iii) the transactions contemplated by the Commitment Letter or the First Lien Exit Facility. The Indemnification does not apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from (a) the willful misconduct or gross negligence of such Indemnified Person or (b) the material breach by such Indemnified Person of its obligations under the Commitment Letter or any of the First Lien Exit Facility documents. Matthew B. Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, tells the Court that the Debtors have agreed to provide other prepetition noteholders with the opportunity to participate, on a pro rata basis, in the First Lien Exit Facility during the period from the Petition Date through the date of the hearing on confirmation of the Plan pursuant to procedures acceptable to the Required Commitment Parties subject to certain limitations. Mr. Harvey further tells the Court that in view of the short timeline that may be interposed between the commencement of these Chapter 11 cases and confirmation of the Plan, the Debtors seek to commence the Subscription Process as soon as reasonably practicable to ensure that the First Lien Exit Facility can be closed in a timely manner. He asserts that the First Lien Exit Facility is a critical element of the Plan, and the financing commitment under the Commitment Letter expires if the First Lien Exit Facility does not close on or prior to November 7, 2015. He contends that it is in the best interests of their estates to commence the Subscription Process as soon as possible. The proposed subscription procedures contain, among others, the following terms: (a) The record date for the offering to holders of the Pre-Petition Notes that are not Commitment Parties of an opportunity to subscribe for up to their respective pro rata portions of the First Lien Loans will be August 13, 2015. (b) The Company will commence the Subscription Process as soon as practicable following entry of the Subscription Procedures Order by the Bankruptcy Court, by (A) filing a Form 8-K with the Securities and Exchange Commission disclosing the Subscription Process and (B) using reasonable efforts to send using delivery method to as many of the Other Pre-Petition Noteholders who are Eligible Parties. Mr. Harvey tells the Court that the assumption of the Commitment Letter by the Debtors is a sound exercise of their business judgment. He further tells the Court that the First Lien Exit Facility is necessary for the Debtors to exit Chapter 11 with sufficient liquidity to fund their post-emergence operations. He contends that the First Lien Exit Facility is one of the key elements to the viability of the Plan. He warns that if the Debtors do not receive the funds derived from the First Lien Exit Facility, it will be difficult if not impossible to consummate the Plan. Hercules Offshore, Inc. and its affiliated Debtors are represented by: Robert J. Dehney, Esq. Eric D. Schwartz, Esq. Matthew B. Harvey, Esq. Tamara K. Minott, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market St., 16th Flr. PO Box 1347 Wilmington, DE 19899-1347 Telephone: (302)658-9200 Facsimile: (302)658-3989 Email: rdehney@mnat.com eschwartz@mnat.com mharvey@mnat.com tminott@mnat.com -- and -- Emanuel C. Grillo, Esq. Christopher Newcomb, Esq. BAKER BOTTS LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212)892-4000 Email: emanuel.grillo@bakerbotts.com chris.newcomb@bakerbotts.com -- and -- James Prince II, Esq. C. Luckey McDowell, Esq. Meggie S. Gilstrap, Esq. BAKER BOTTS LLP 2001 Ross Avenue Dallas, TX 75201 Telephone: (214)953-6500 Email: jim.prince@bakerbotts.com luckey.mcdowell@bakerbotts.com meggie.gilstrap@bakerbotts.com About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. A hearing will be held on Sept. 24 to consider approval of the explanatory Disclosure Statement and confirmation of the Debtors' Prepackaged Chapter 11 Plan of Reorganization. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. IMH FINANCIAL: Reports $3.5 Million Net Income in Second Quarter ---------------------------------------------------------------- IMH Financial Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to common shareholders of $3.5 million on $9.3 million of total revenue for the three months ended June 30, 2015, compared to a net loss attributable to common shareholders of $1.4 million on $8.8 million of total revenue for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss attributable to common shareholders of $9,000 on $18.9 million of total revenue compared to a net loss attributable to common shareholders of $4.4 million on $15.4 million of total revenue for the same period a year ago. As of June 30, 2015, the Company had $205.9 million in total assets, $112.8 million in total liabilities, $28.4 million in redeemable convertible preferred stock, and $64.6 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/jAiIfu About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. IMH Financial reported a net loss attributable to common shareholders of $39.5 million in 2014, a net loss attributable to common shareholders of $26.2 million in 2013 and a net loss attributable to common shareholders of $32.2 million in 2012. INDEPENDENCE TAX IV: Reports $4.87-Mil. Net Income for Fiscal Q1 ---------------------------------------------------------------- Independence Tax Credit Plus L.P. IV filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $4.87 million on $510,881 of total revenues for the three months ended June 30, 2015, compared to a net loss of $122,908 on $515,657 of total revenues for the same period during the prior year. As of June 30, 2015, the Partnership had $2.72 million in total assets, $8.23 million in total liabilities and total partners' deficit of $5.5 million. At June 30, 2015, the Partnership's liabilities exceeded assets by $5,507,434. This factor raises substantial doubt about the Partnership's ability to continue as a going concern. Partnership management fees of approximately $431,300 will be payable out of sales or refinancing proceeds only to the extent of available funds after payments on all other Partnership liabilities have been made other than those owed to the General Partner and its affiliates. As such, the General Partner cannot demand payment of these deferred fees beyond the Partnership's ability to pay them. A full-text copy of the Form 10-Q is available for free at: http://is.gd/znA1It About Independence Tax IV New York-based Independence Tax Credit Plus L.P. IV is a limited partnership which was formed under the laws of the State of Delaware on Feb. 22, 1995. On July 6, 1995, the Partnership commenced a public offering of Beneficial Assignment Certificates representing assignments of limited partnership interests in the Partnership. The Partnership received $45,844,000 of gross proceeds from the Offering from 2,759 investors. The Offering was terminated on May 22, 1996. The Partnership's initial business was to invest in other partnerships owning leveraged apartment complexes that are eligible for the low-income housing tax credit enacted in the Tax Reform Act of 1986, some of which may also be eligible for the historic rehabilitation tax credit. The Partnership is currently in the process of developing a plan to dispose of all of its investments. It is anticipated that this process will take a number of years. Independence Tax Credit Plus L.P. IV reported a net loss of $2.71 million on $3.6 million of total revenues for the fiscal year ended March 31, 2014, compared to a net loss of $967,365 on $3.45 million of total revenues for the year ended March 31, 2013. IRVINGTON COMMUNITY: S&P Lowers Rating on 2009 Revenue Bonds to B- ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its long-term rating to 'B-' from 'BB-' on the Indiana Finance Authority's series 2009A and 2009B educational facilities revenue bonds, issued for Irvington Community Schools Inc. (Irvington or ICS). The outlook is negative. "The lowered rating reflects our view of the school's weakening financial profile during the past year, including multiple covenant violations on its bonded debt and two consecutive years of failing to meet its authorizer's financial standards," said Standard & Poor's credit analyst Jessica Matsumori. "The negative outlook reflects the risk that the school's credit could weaken further in the next year to levels that are more consistent with a lower rating," Ms. Matsumori added. Irvington is located in Indianapolis, Ind., and is a midsize, multi-campus charter school that serves students in kindergarten through 12th grade. Initially chartered in 2001, ICS began operations in fall 2002, with 115 students in kindergarten through sixth grade. ICS operates from three separate campuses, all of which are located within a 2-mile radius of each other. J. CREW: Bank Debt Trades at 19% Off ------------------------------------ Participations in a syndicated loan under which J. Crew is a borrower traded in the secondary market at 81.39 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 1.01 percentage points from the previous week, The Journal relates. J. Crew pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on February 27, 2021. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. JACOBS FINANCIAL: Acquires $1.7 Million Outstanding Notes --------------------------------------------------------- Jacobs Financial Group, Inc. completed a $1,600,000 transaction which resulted in its acquisition from certain of the Company's note holders of 49.3% ($1.725 million face amount) of the outstanding senior promissory notes comprising part of a $3.5 million financing dating from 2008, together with interest accrued thereon. The notes representing the $1.775 million balance of this financing had been acquired by an affiliate of the Company in July 2014. The entire issue of senior promissory notes had been in default. Upon closing of the acquisition, the collateral securing the senior promissory notes was released to the Company. The transaction was funded through a sale in a private offering of investment units that included minority interests in the Company's wholly owned subsidiary, First Surety Corporation, and promissory notes that are convertible into Units. The Units consisted of 5% of the outstanding shares of FSC and 500,000 common shares of the Company. The Company's Board of Directors has authorized the sale of up to nine Units, which, if completed, would include 45% of the outstanding stock of FSC. The financing was a product of the Company's ongoing efforts to restructure its balance sheet to position itself to take advantage of business opportunities. About Jacobs Financial Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a Charleston, West Virginia-based holding company for First Surety Corporation, a West Virginia domiciled surety, Triangle Surety Agency, an insurance agency that specializes in coal reclamation surety bonds, and Jacobs & Company, a registered investment advisor. The Company disclosed a net loss attributable to common stockholders of $2.94 million on $1.34 million of total revenues for the year ended May 31, 2013, compared to a net loss attributable to common stockholders of $2.06 million on $1.83 million of total revenues for the fiscal year ended May 31, 2012. As of May 31, 2013, Jacobs Financial had $8.48 million in total assets, $17.4 million in total liabilities, $1.91 million in total mandatorily redeemable convertible preferred stock, and a $10.8 million total stockholders' deficit. EKS&H LLLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended May 31, 2013. The independent auditors noted that the Company has insufficient liquidity and capitalization, is in default with respect to certain loan and preferred stock agreements and has suffered recurring losses from operations. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. KAVEH PROPERTIES: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Kaveh Properties IV, LLC P.O. Box 3278 Rock Hill, SC 29732 Case No.: 15-31302 Chapter 11 Petition Date: August 21, 2015 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: Hon. Craig Whitley Debtor's Counsel: Bryan W. Stone, Esq. ARNOLD & SMITH, PLLC 200 N. McDowell St. Charlotte, NC 28204 Tel: (704) 370-2828 Fax: (704) 370-2022 Email: bryan.stone@arnoldsmithlaw.com Total Assets: $1.47 million Total Liabilities: $1.51 million The petition was signed by David R. Kaveh, member/manager. List of Debtor's two largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Shahrokh Lavasani Mecklenburg $300,000 11024 Balboa Blvd., Suite 618 County Parcels Granada Hills, CA 91344 Shiraz Grill Overpayment of Unknown rent KU6 MEDIA: Receives Noncompliance Notice From NASDAQ ---------------------------------------------------- Ku6 Media Co., Ltd., received a letter from The NASDAQ Stock Market notifying it that for the prior 30 consecutive business days, the Company's listed securities failed to maintain a minimum market value of US$50,000,000, and the Company's publicly held securities failed to maintain a minimum market value of $15,000,000, respectively. Consequently, deficiencies exist with regard to the requirements for continued listing pursuant to NASDAQ Listing Rule 5450(b)(2)(A) and NASDAQ Listing Rule 5450(b)(2)(C). NASDAQ further stated that in accordance with NASDAQ Listing Rules 5810(c)(3)(C) and 5810(c)(3)(D), the Company will be provided 180 calendar days, or until Feb. 9, 2016, to regain compliance with the MVLS Rule and the MVPHS Rule. NASDAQ will deem the Company to have regained compliance under the MVLS Rule if at any time before Feb. 9, 2016, the market value of the Company's listed securities closes at US$50,000,000 or more for a minimum of ten consecutive business days. NASDAQ will deem the Company to have regained compliance under the MVPHS Rule if at any time before Feb. 9, 2016, the market value of the Company's publicly held securities closes at US$15,000,000 or more for a minimum of ten consecutive business days. These notifications do not impact the listing and trading of the Company's securities at this time. However, the NASDAQ letters also state that, if the Company does not regain compliance with the MVLS Rule or the MVPHS Rule by Feb. 9, 2016, the Company will receive written notification from NASDAQ that the Company's securities are subject to delisting. The Company is reviewing its options for regaining compliance with the MVLS Rule and MVPHS Rule and for remedying other future potential non-compliances with Nasdaq continued listing requirements, including the requirement to maintain a minimum bid price of at least $1.00 per share. There can be no assurance that the Company will be able to regain compliance with the MVLS Rule, MVPHS Rule or other Nasdaq continued listing requirements in a timely fashion. About Ku6 Media Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video company in China focused on User-Generated Content. Through its premier online brand and online video Web site, http://www.ku6.com/,Ku6 Media provides online video uploading and sharing service, video reports, information and entertainment in China. Ku6 Media reported a net loss of $10.7 million in 2014 following a net loss of $34.4 million in 2013. As of March 31, 2015, the Company had US$8.6 million in total assets, US$13.5 million in total liabilities and a US$4.9 million total shareholders' deficit. PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's Republic of China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses, negative working capital, net cash outflows, and uncertainties associated with significant changes made, or planned to be made, in respect of the Company's business model, raise substantial doubt about the Company's ability to continue as a going concern. LATTICE INC: Incurs $353,500 Net Loss in Second Quarter ------------------------------------------------------- Lattice Incorporated filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common shareholders of $353,572 on $2.41 million of revenue for the three months ended June 30, 2015, compared to a net loss available to common shareholders of $308,569 on $2.25 million of revenue for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss available to common shareholders of $1.1 million on $3.9 million of revenue compared to a net loss available to common shareholders of $791,638 on $4.6 million of revenue for the same period a year ago. As of June 30, 2015, the Company had $5.7 million in total assets, $8.9 million in total liabilities and a $3.1 million total shareholders' deficit. Cash and cash equivalents increased to $268,000 at June 30, 2015, from $256,000 at Dec. 31, 2014. A full-text copy of the Form 10-Q is available for free at: http://is.gd/2Bi5MZ About Lattice Inc. Pennsauken, New Jersey-based Lattice Incorporated provides telecommunications services to correctional facilities and specialized telecommunication service providers in the United States. Lattice Inc. reported a net loss of $1.8 million on $8.94 million of revenue for the year ended Dec. 31, 2014, compared to a net loss of $1 million on $8.26 million of revenue in 2013. Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, noting that the Company has a working capital deficit and requires additional working capital to meet its current liabilities. The auditors said these factors raise substantial doubt about the Company's ability to continue as a going concern. LEO MOTORS: Posts $1.1 Million Net Loss for Second Quarter ---------------------------------------------------------- Leo Motors, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.1 million on $1.4 million of revenues for the three months ended June 30, 2015, compared to a net loss of $314,715 on $0 of revenues for the same period a year ago. For the six months ended June 30, 2015, the Company reported a net loss of $1.6 million on $1.4 million of revenues compared to a net loss of $1.6 million on $0 of revenues for the same period last year. As of June 30, 2015, the Company had $6.8 million in total assets, $5.9 million in total liabilities and $876,860 in total equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/fEuBV1 About Leo Motors Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo Motors, Inc., a Nevada corporation, is currently engaged in the research and development of multiple products, prototypes and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. In 2011, the Company determined its investment in Leo B&T Inc. an investment account was impaired and recorded an expense of $4.5 million. During the 2012 year the Company had a net non operating income largely from the result of the forgiveness of debt for $1.3 million. Leo Motors incurred a net loss of $4.5 million on $693,000 of revenues for the year ended Dec. 31, 2014, compared to a net loss of $1.24 million on $0 of revenues for the year ended Dec. 31, 2013. John Scrudato CPA, in Califon, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred significant accumulated deficits, recurring operating losses and a negative working capital. This and other factors raise substantial doubt about the Company's ability to continue as a going concern. LIME ENERGY: Posts $1.3 Million Net Loss for Second Quarter ----------------------------------------------------------- Lime Energy Co. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common stockholders of $1.29 million on $31.95 million of revenue for the three months ended June 30, 2015, compared to a net loss available to common stockholders of $660,000 on $13.59 million of revenue for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss available to common stockholders of $3.70 million on $50.24 million of revenue compared to a net loss available to common stockholders of $3.29 million on $25.9 million of revenue for the same period a year ago. As of June 30, 2015, the Company had $56.0 million in total assets, $40.6 million in total liabilities, $10.03 million in contingently redeemable series C preferred stock, and $5.30 million in total stockholders' equity. "Lime Energy's ability to deliver cost- effective energy efficient resources and improved customer satisfaction for its utility partners has been rewarded with substantial expansion of its existing programs as well as award of major new programs," stated Adam Procell, Lime Energy's president & CEO. "In the second quarter, we delivered on our objectives for revenue growth, gross margin improvement and selling, general and administrative expense reduction. With these improvements in place, we are looking to pick up the pace in order to drive a profitable second half." A full-text copy of the Form 10-Q is available for free at: http://is.gd/5L7zLs About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com/-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy reported a net loss available to common stockholders of $5.6 million in 2014, a net loss available to common stockholders of $18.5 million in 2013 and a net loss of $31.8 million in 2012. M. JULIA HOOK: 10th Circ. Affirms TRO Bid Denial ------------------------------------------------ The United States Court of Appeals for the Tenth Circuit, in an order and judgment dated Aug. 19, 2015, affirmed a district court's order denying M. Julia Hook's emergency motion for a temporary restraining order and/or a preliminary injunction, and her accompanying request for an evidentiary hearing in the foreclosure action brought by LNV Corporation. The case is LNV CORPORATION, Plaintiff, v. M. JULIA HOOK, Defendant-Appellant, and UNITED STATES OF AMERICA, Defendant-Appellee, and PRUDENTIAL HOME MORTAGAGE COMPANY, INC.; SAINT LUKES LOFTS HOMEOWNER ASSOCIATION, INC.; DEBRA JOHNSON, in her official capacity as the Public Trustee of the City and County of Denver, Colorado; DAVID L. SMITH, Defendants, NO. 14-1438 (10th Circ.). A full-text copy of the Tenth Circuit's Decision is available at http://is.gd/XYb2cPfrom Leagle.com. METALICO INC: Incurs $16 Million Net Loss in Second Quarter ----------------------------------------------------------- Metalico, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $16.05 million on $77.41 million of revenue for the three months ended June 30, 2015, compared to net income attributable to the Company of $299,000 on $125.86 million of revenue for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss attributable to the Company of $26.93 million on $153.29 million of revenue compared to a net loss attributable to the Company of $3.61 million on $244.40 million of revenue for the same period a year ago. As of June 30, 2015, the Company had $163.90 million in total assets, $71.60 million in total liabilities and $92.30 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/75veTM About Metalico Metalico, Inc., is a holding company with operations in two principal business segments: ferrous and non-ferrous scrap metal recycling, and fabrication of lead-based products. The Company operates recycling facilities in New York, Pennsylvania, Ohio, West Virginia, New Jersey, Texas, and Mississippi and lead fabricating plants in Alabama, Illinois, and California. Metalico's common stock is traded on the NYSE MKT under the symbol MEA. Metalico reported a net loss attributable to the Company of $44.4 million on $476 million of revenue for the year ended Dec. 31, 2014, compared with a net loss attributable to the Company of $34.8 million on $457 million of revenue for the year ended Dec. 31, 2013. CohnReznick LLP, in Roseland, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company anticipates that it will not meet the maximum Leverage Ratio covenant as prescribed by the Financing Agreement for the quarter ended March 31, 2015, and there can be no assurance that the Company can resolve any noncompliance with their lenders. As a result, the Company's debt could be declared immediately due and payable which would result in the Company having insufficient liquidity to pay its debt obligations and operate its business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MF GLOBAL: Deal Providing 95% Recovery to Creditors Approved ------------------------------------------------------------ Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York grants the joint motions filed by MF Global Holdings Ltd., and James W. Giddens, as trustee for the SIPA Liquidation of MF Global Inc., seeking approval of the the Trustee's sale of all his claims, rights and interests in all of the MFGI estate's assets to MFGH or its designated affiliate, in exchange for the waiver by MFGH and certain of its affiliates of future distributions on more than $1.16 billion allowed general unsecured creditor claims in an amount sufficient to allow the Trustee to make a final, cumulative 94% or 95% distribution on all other non-subordinated allowed general unsecured creditor claims against the MFGI estate not held by the MFGH Entities. The parties also sought approval of the Assignee's assumption of certain of the Trustee's document retention and discovery obligations, as set forth in the Sale and Assumption Agreement. Judge Glenn contends that granting the Motions will likely allow MFGI's SIPA case to close within months rather than years. He further contends that all of MFGI's allowed customer, secured, administrative and priority claims will be satisfied in full, and its general unsecured creditors' recoveries should be 94-95% of their allowed claims. He says that result could not have been predicted at the start of the cases. He further says that the MFGH creditors' ultimate recoveries will depend on outcome of the litigation and insurance claims, but MFGH has already received more than $750 million from its claims against MFGI. Judge Glenn adds that by transferring most of its remaining assets to the Assignee, expenses of administration of the cases should be substantially reduced while MFGH's assets can be pursued and resolved by settlements or litigation. He notes that the rights of creditors, insurers and defendants in pending or possible litigation are preserved. The case is In re: MF GLOBAL INC., Debtor. In re: MF GLOBAL HOLDINGS LTD., et al., Debtors, Case Nos. 11-2790 (MG) SIPA, 11-15059 (MG), JOINTLY ADMINISTERED. A full-text copy of Judge Glenn's Memorandum Opinion and Order Granting Motions To Approve Sale And Assumption Of MF Global Inc. Assets And For Other Relief dated August 19, 2015, is available at http://is.gd/Hoi9Iefrom Leagle.com James W. Giddens, Trustee for the SIPA Liquidation of MF Global Inc. is represented by: James B. Kobak, Jr., Esq. Dustin P. Smith, Esq. Erin E. Diers, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, NY 10004-1482 Telephone: (212)837-6000 Facsimile: (212)422-4726 Email: james.kobak@hugheshubbard.com dustin.smith@hugheshubbard.com erin.diers@hugheshubbard.com MF Global Holdings Ltd. is represented by: Jane Rue Wittstein, Esq. JONES DAY 222 East 41st Street New York, NY 10017-6702 Telephone: (212)326-3939 Facsimile: (212)755-7306 Email: jruewittstein@jonesday.com -- and -- Bruce Bennett, Esq. JONES DAY 555 South Flower Street, 50th Floor Los Angeles, CA 90071 Telephone: (213)489-3939 Facsimile: (213)243-2539 Email: bbennett@jonesday.com About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MILK SPECIALTIES: Moody's Raises CFR to 'B2', Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Milk Specialties Company's Corporate Family Rating and Probability of Default Rating to B2 (from Caa1) and to B3-PD (from Caa2-PD), respectively. The two notch upgrade largely reflects the company's rapid and significant improvement in credit metrics as a result of strengthening operating performance and material debt repayment. Moody's believes that the company's lower debt balance will enable it to better maintain credit metrics appropriate for a B2 rating during periods of rising input prices. In addition, the upgrade is also prompted by the company's improved internal controls, as evidenced by the timely filing of its FY15 audited financials (FY14 audit was delayed by several months as a result of irregularities the company had discovered in inventory accounting at one of its plants). As a result of the upgrade, the ratings on Milk Specialties' senior secured credit facilities, which includes the company's $250 million original principle senior secured term loan and a $32 million revolving credit facility, improve by two notches to B2 from Caa1. The rating outlook remains stable. These ratings at Milk Specialties Company have been upgraded: Corporate Family Rating (CFR) to B2 from Caa1; Probability of Default Rating (PDR) to B3-PD from Caa2-PD; $32 million senior secured revolving credit facility due Nov. 2017 to B2 (LGD3) from Caa1 (LGD3); $250 million original principal senior secured first lien term loan due Nov. 2018 to B2 (LGD3) from Caa1 (LGD3). The outlook is maintained at stable RATINGS RATIONALE The B2 CFR primarily reflects Milk Specialties' narrow product focus within the niche human and animal nutrition segments, small though improving scale, PE ownership, and high exposure to volatility in raw material pricing. The rating benefits from the company's leadership position as an independent processor of whey protein in the US, good customer diversification and a growing network of independent whey stream suppliers. The company's leverage and other credit metrics have strengthened materially during the last few quarters as a result of easing key input costs (WPC 34 and dry whey), which enhanced margins and drove solid free cash flow generation that enabled a relatively large amount of debt repayment, of which a healthy portion was voluntary in nature. The company's top-line has been under pressure as a result of lower market prices for its products, but costs have declined more than revenues which has benefited margins. Moody's expects margin improvement to continue in the near-term as lower input costs continue to flow through the income statement but anticipate variability in these costs over time. During the last few years, the company has benefited from growing demand for whey in the sports nutrition and health and wellness markets and its commitment to expanding its manufacturing footprint and capacity, two trends we expect to continue over the next 12 to 18 months. Liquidity is expected to be good over the next 12 months supported by expectations of positive free cash flow generation and revolver availability. The stable outlook reflects Moody's expectation that the company will offset top-line pressure by via margin expansion. Moody's further expects free cash flow generation to accelerate stemming from reduced growth-oriented capital expenditures relative to the last few years. The ratings could be upgraded if the company improves operating performance such that leverage is sustained below 3.0 times for several quarters. In addition, the company would need to maintain at least a good liquidity profile, highlighted by ample access to its revolver, sufficient covenant cushion, and consistent positive free cash flow generation on an annual basis. Also, the company would need to improve and sustain its EBITDA margins to greater than 12% prior to an upgrade. Alternatively, the ratings could be downgraded if liquidity deteriorates, if there is a period of prolonged negative free cash flow generation or if leverage climbs above 5.0 times. The principal methodology used in these ratings was Global Protein and Agriculture Industry published in May 2013. Milk Specialties Company is a leading independent manufacturer of whey and specialty dairy protein ingredients for the sports nutrition, health and wellness, food manufacturing and animal nutrition end markets. Milk Specialties was acquired by Kainos Capital (formerly HM Capital Partners LLC) in December 2011. Revenues for FY15, which represent the twelve month period ended June 27, 2015, were approximately $736 million. MINT LEASING: Incurs $1.99 Million Net Loss in Second Quarter ------------------------------------------------------------- The Mint Leasing, inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.99 million on $576,537 of total revenues for the three months ended June 30, 2015, compared to a net loss of $2.84 million on $2.34 million of total revenues for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $2.87 million on $2.25 million of total revenues compared to a net loss of $2.92 million on $4.25 million of total revenues for the same period during the prior year. As of June 30, 2015, the Company had $12.45 million in total assets, $13.33 million in total liabilities and a total stockholders' deficit of $887,855. Bankruptcy Warning "Throughout the remainder of the 2015 fiscal year, we plan to continue investigating opportunities to support our long-term growth initiatives. We are exploring opportunities to increase the Company's capital base through institutional or bank funding, the issuance by the Company of additional common or preferred stock and/or the issuance of convertible debt, which may not be available on favorable terms if at all. The Company has also historically engaged various consultants from time to time in an effort to help facilitate the Company's ability to raise funding. Without access to additional capital in the form of debt or equity, the Company's ability to add new leases to its current portfolio will be limited to the excess cash generated by its current lease portfolio, after paying its debt servicing costs. "While the cash flow from its current lease portfolio is sufficient to service the Company's debts and expenses, additional efforts will be needed to generate a profit. Additionally, the Company's Amended Note with MNH comes due on November 19, 2015, and the Company does not have sufficient funding to repay such debt, nor may funding be available on favorable terms if at all. If the Company is unable to raise sufficient funds to repay the note (and other amounts which may be due to MNH including $1.9 million which may be due in connection with a put associated with the outstanding warrant held by MNH), MNH could seek to enforce their security interests over our assets and we could be forced to curtail our operations or seek bankruptcy protection, which could result in the value of our securities becoming worthless," the Company states in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/uHG9J7 About Mint Leasing Houston, Texas-based The Mint Leasing, Inc., is in the business of leasing automobiles and fleet vehicles throughout the United States. Mint Leasing reported a net loss of $3.08 million in 2014, following net income of $3.22 million in 2013. As of March 31, 2015, the Company had $14.3 million in total assets, $13.2 million in total liabilities and $1.08 million in total stockholders' equity. MMRGLOBAL INC: Posts $693,000 Net Loss for Second Quarter --------------------------------------------------------- MMRGlobal, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $692,942 on $16,351 of total revenues for the three months ended June 30, 2015, compared to a net loss of $1.43 million on $55,330 of total revenues for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $1.43 million on $61,052 of total revenues compared to a net loss of $3.1 million on $540,824 of total revenues for the same period a year ago. As of June 30, 2015, the Company had $1.9 million in total assets, $9.8 million in total liabilities, all current, and a $7.8 million total stockholders' deficit. As of June 30, 2015, the Company had cash and cash equivalents of $0, compared to $168,262 as of June 30, 2014. A full-text copy of the Form 10-Q is available for free at: http://is.gd/MxK4WZ About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. MMRGlobal reported a net loss of $2.18 million on $2.57 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $7.63 million on $587,000 of total revenues for the year ended Dec. 31, 2013. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred significant operating losses and negative cash flows from operations during the years ended Dec. 31, 2014, and 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MONTREAL MAINE: 1st Circ. Affirms Ruling on Wheeling Payments ------------------------------------------------------------- The United States Court of Appeals for the First Circuit affirms the bankruptcy appellate panel's affirmation of a bankruptcy court's ruling that Wheeling & Lake Erie Railway Company had failed to properly perfect its security interest in payments due to Montreal, Maine & Atlantic Railway, Ltd., under an insurance policy issued by Travelers Property Casualty Company of America. Wheeling alleged that Article 9 of the Uniform Commercial Code, as enacted in Maine, governs the taking and perfection of a security interest in a right to payment arising under an insurance policy. The First Circuit agreed with the bankruptcy court, which held that it was Maine common law that controlled and awarded the proceeds from a settlement arising out of a disputed claim under the policy to the Debtor, free and clear of Wheeling's asserted interest. The case is WHEELING & LAKE ERIE RAILWAY CO., Appellant, v. ROBERT J. KEACH, Chapter 11 Trustee, ET AL., Appellees, No. 15-9003 (1st Circ.), relating to IN RE MONTREAL, MAINE & ATLANTIC RAILWAY, LTD., Debtor. A full-text copy of the First Circuit's Decision dated August 19, 2015, is available at http://is.gd/j7uKUZfrom Leagle.com. Wheeling & Lake Erie Railway Co. is represented by: George J. Marcus, Esq. David C. Johnson, Esq. Andrew C. Helman, Esq. MARCUS, CLEGG & MISTRETTA 1 Canal Plaza, #600 Portland, ME 04101 Telephone: (207)828-8000 Email: gmarcus@mcm-law.com djohnson@mcm-law.com ahelman@mcm-law.com Robert J. Keach, Chapter 11 Trustee, et. al., are represented by: Robert J. Keach, Esq. BERNSTEIN SHUR SAWYER & NELSON 100 Middle Street Portland, ME 04101 Telephone: (207)774-1200 Email: rkeach@bernsteinshur.com About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec. The Company sought bankruptcy protection (Bankr. D. Maine Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., serves as Chapter 11 trustee. Michael A. Fagone, Esq., and D. Sam Anderson, Esq. serves as his counsel. Development Specialists, Inc., serves as his financial advisor; and Gordian Group, LLC, serves as his investment banker. Bankruptcy Judge Louis H. Kornreich presides over the U.S. case. The law firm of Verrill Dana represents the Debtor in its restructuring effort. Justice Martin Castonguay oversees the case in Canada. Andrew Adessky at Richter Consulting was named CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. The unofficial committee of wrongful death claimants is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd. ("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition (Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek recognition and enforcement in the U.S. of the order by the Quebec Court approving MMA Canada's plan to pay off victims of the July 2013 derailment. N-VIRO INTERNATIONAL: Posts $543K Net Loss for Second Quarter ------------------------------------------------------------- N-Viro International Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $542,540 on $325,720 of revenues for the three months ended June 30, 2015, compared to a net loss of $375,534 on $170,091 of revenues for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $1.02 million on $674,639 of revenues compared to a net loss of $815,617 on $693,680 of revenues for the same period a year ago. As of June 30, 2015, the Company had $1.42 million in total assets, $2.26 million in total liabilities and a total stockholders' deficit of $835,948. The Company had a working capital deficit of $1,507,000 at June 30, 2015, compared to a working capital deficit of $938,000 at Dec. 31, 2014, resulting in a decrease in working capital of $569,000. Current assets at June 30, 2015, included cash and cash equivalents of $127,000, which is a decrease of $20,000 from Dec. 31, 2014. The net negative change of $569,000 in working capital from Dec. 31, 2014, was primarily from a $195,000 increase in the change in short-term liabilities over assets, a decrease of $502,000 in the short-term portion of deferred stock and warrant costs issued for consulting services, offset by a decrease of $90,000 in convertible debentures and a decrease of $38,000 in notes payable to related parties. A full-text copy of the Form 10-Q is available for free at: http://is.gd/2zZSUW About N-Viro International Toledo, Ohio-based N-Viro International Corporation owns and sometimes licenses various N-Viro processes and patented technologies to treat and recycle wastewater and other bio-organic wastes, utilizing certain alkaline and mineral by-products produced by the cement, lime, electrical generation and other industries. N-Viro International reported a net loss of $1.76 million on $1.33 million of revenues for the year ended Dec. 31, 2014, compared to a net loss of $1.64 million on $3.37 million of revenues for the year ended Dec. 31, 2013. UHY LLP, in Farmington Hills, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses, negative cash flow from operations and net working capital deficiency raise substantial doubt about its ability to continue as a going concern. NET TALK.COM: Delays Filing of June 30 Quarterly Report ------------------------------------------------------- Net Talk.com, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended June 30, 2015. The Company said the compilation, dissemination and review of the information required to be presented in the Form 10-Q for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Company. The Company undertakes the responsibility to file that report no later than five days after its original prescribed due date. About Net Talk.com Based in Miami, Fla., Net Talk.com, Inc., is a telephone company, that provides, sells and supplies commercial and residential telecommunication services, including services utilizing voice over internet protocol technology, session initiation protocol technology, wireless fidelity technology, wireless maximum technology, marine satellite services technology and other similar type technologies. Net Talk.Com reported a net loss of $2.84 million on $5.06 million of net revenues for the year ended Dec. 31, 2014, compared to a net loss of $4.78 million on $6.02 million of net revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $4.13 million in total assets, $13.6 million in total liabilities and a $9.51 million total stockholders' deficit. Zachary Salum Auditors P.A., in South Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred significant recurring losses from operations, its total liabilities exceeds its total assets, and is dependent on outside sources of funding for continuation of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. NIJISH LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Nijish, LLC dba Vernon Citgo 299 Talcottville Road Vernon, CT 06066 Case No.: 15-21492 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: August 24, 2015 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. Ann M. Nevins Debtor's Counsel: Ronald Chorches, Esq. LAW OFFICES OF RONALD I. CHORCHES, LLC 449 Silas Deane Highway, 2nd Floor Wethersfield, CT 06109 Tel: 860-563-3955 Fax: 860-513-1577 Email: ronchorcheslaw@sbcglobal.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nikulkumar Patel, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb15-21492.pdf NORTHERN NEW ENGLAND: Confirmed Plan Extinguishes City's Tax Lien ----------------------------------------------------------------- The United States Court of Appeals for the Second Circuit affirmed the judgment of the district court, holding that the reorganization plan of Northern New England Telephone Operations LLC ("NNETO") extinguished a tax lien held by the City of Concord. The City filed timely proofs of claim for property taxes owed by NNETO that had been billed pre-petition, but not for property taxes that were billed during the bankruptcy proceedings. A single lien secured payment of the entire tax burden –- both taxes that were the subject of the claims and those that were not. More than two years after the confirmation of NNETO's plan, the City filed a Motion for Allowance and Payment of Tax Claims that were not filed. The United States Bankruptcy Court for the Southern District of New York denied the motion, ruling that the now-confirmed plan extinguished the City's lien because the plan declared "all property" of NNETO to be free and clear of liens, including the City's lien. The district court affirmed. On appeal, the Second Circuit held that a lien is extinguished by a Chapter 11 plan if: (1) the text of the plan does not preserve the lien; (2) the plan is confirmed; (3) the property subject to the lien is "dealt with" by the terms of the plan; and (4) the lienholder participated in the bankruptcy proceedings. The Second Circuit found that all four requirements were satisfied by the facts of the case and thus concluded that the plan extinguished the City's lien. The case is CITY OF CONCORD, N.H., Appellant, v. NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC, Debtor-Appellee, DOCKET NO. 14-3381-BK (2nd Cir.), relating to In re: NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC, Debtor. A copy of the Second Circuit's August 4, 2015 opinion is available at http://is.gd/n55hmufrom Leagle.com. Appellant is represented by: James W. Kennedy, Esq. CITY SOLICITOR 41 Green Street Concord, NH 03301 Tel: (603) 225-8505 Fax: (603) 225-8558 Email: jkennedy@concordnh.gov Debtor-Appellee is represented by: James T. Grogan, Esq. PAUL HASTINGS LLP 600 Travis Street, 58th Floor Houston, TX 77002 Tel: (713) 860-7300 Fax: (713) 353-3100 Email: jamesgrogan@paulhastings.com OMNICOMM SYSTEMS: Reports $4.6 Million Net Income for 2nd Quarter ----------------------------------------------------------------- OmniComm Systems, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $4.67 million on $4.83 million of total revenues for the three months ended June 30, 2015, compared to net income of $632,064 on $3.60 million of total revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported net income of $1.92 million on $9.67 million of total revenues compared to a net loss of $876,816 on $6.79 million of total revenues for the same period a year ago. As of June 30, 2015, the Company had $6.24 million in total assets, $39.88 million in total liabilities and total stockholders' deficit of $33.63 million. A full-text copy of the Form 10-Q is available for free at: http://is.gd/MG0rv7 About OmniComm Systems Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare technology company that provides Web-based electronic data capture ("EDC") solutions and related value-added services to pharmaceutical and biotech companies, clinical research organizations, and other clinical trial sponsors principally located in the United States and Europe. OmniComm Systems reported a net loss attributable to common stockholders of $4.66 million on $16.5 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to common stockholders of $3.36 million on $14.3 million of total revenues for the year ended Dec. 31, 2013. Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has experienced net losses and negative cash flows and has utilized debt and equity financing to satisfy the Company's capital requirements. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors noted. OXBOW CARBON: S&P Affirms 'BB-' Corp. Credit Rating --------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating on West Palm Beach, Fla.-based Oxbow Carbon LLC. The outlook is stable. At the same time, S&P lowered its issue-level rating on company's senior secured second-lien term loan to 'B+' from 'BB-' and revised the recovery rating on the term loan to '5' from '4'. The '5' recovery rating reflects S&P's expectation of modest (10% to 30%; lower half of the range) recovery in the event of a default. S&P also revised the liquidity assessment to strong from adequate. S&P revised the recovery rating on the second-lien term loan due to lower valuation assumptions, which resulted in a lower rating. "The stable outlook reflects our expectation that Oxbow will maintain metrics consistent with an aggressive financial risk profile, with debt to EBITDA between 4x and 5x in 2015 and 2016," said Standard & Poor's credit analyst Vania Dimova. "We also expect the company to maintain relatively steady operating and financial performance and use its available cash flow to pay down debt." S&P could lower its rating if market and price conditions weaken from current levels and we expect debt to EBITDA will be sustained above 5x due to declining EBITDA. This could occur if cash flows are further pressured by the global oversupply of key commodities, which would keep prices low and hinder Oxbow's margins and profitability. S&P would raise its rating if debt to EBITDA improves and stays below 4x and FFO to debt climbs to about 20% on a sustained basis. S&P would also expect any improvement in operating conditions would result from higher global commodities prices on better supply and demand conditions. OXYSURE SYSTEMS: Needs More Time to File Q2 Form 10-Q ----------------------------------------------------- OxySure Systems, Inc. notified the Securities and Exchange Commission that it requires additional time to finalize certain required disclosures and documentation for its Form 10-Q for the fiscal quarter ended June 30, 2015. Accordingly, the Company said the Form 10-Q cannot be filed within the prescribed time period without unreasonable effort or expense. About OxySure Systems Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a medical technology company that focuses on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. The company pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. The Company owns nine issued patents and patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. As of March 31, 2015, the Company had $2.18 million in total assets, $1.63 million in total liabilities, and $557,000 in total stockholders' equity. Oxysure Systems reported a net loss of $2.75 million in 2014 following a net loss of $712,000 in 2013. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company had accumulated losses of $18.0 million as of Dec. 31, 2014 which raises substantial doubt about its ability to continue as a going concern. PAYNECON INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Paynecon, Inc. dba Payne Concrete Attn: Jon Payne P.O. Box 1097 Midlothian, TX 76065 Case No.: 15-33397 Chapter 11 Petition Date: August 21, 2015 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. DeWayne Hale Debtor's Counsel: Jonathan L. Howell, Esq. MCCATHERN, PLLC 3710 Rawlins Street, Suite 1600 Dallas, TX 75219 Tel: (214) 273-6409 Fax: (214) 741-4717 Email: jhowell@mccathernlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jon Payne, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Liquid Stone Concrete Supplier $527,586 221 Centre Drive Burleson, TX 76028 Charley's Concrete Co. Ltd. Supplier $457,732 P.O. Box 1106 Keller, TX 76244 Lattimore Materials Co. Supplier $342,765 PO Box 732677 Dallas, TX 75373-2677 Sunbelt Rentals Supplier $149,279 Barnsco Trade Debt $128,725 Ratliff Ready-Mix, LP Supplier $112,413 CMC Construction Services Supplier $77,834 RMD Kwikform USA Supplier $72,634 Denali Services & Transport Subcontractor $65,878 Ellis Construction Specialties Supplier $42,267 E.R. Steel Co. Subcontractor $40,224 White Cap Supplier $40,220 Alliance Trucking, LP Subcontractor $36,883 Payne & Weber Supplier $36,800 Western Concrete Pumping Supplier $31,340 Wex Bank Supplier $30,576 RCi Ready Cable Supplier $26,313 John C. Capps, CPA Accounting Services $25,107 C&C TX Concrete Pumping Subcontractor $24,704 Bobcat of Dallas Supplier $24,122 PERRY KOPLIK: Joint Motion to Withdraw Reference Granted -------------------------------------------------------- Judge Katherine B. Forrest of the United States District Court for the Southern District of New York granted the joint motion filed by Michael S. Fox, as Litigation Trustee of Perry H. Koplik & Sons, Inc., and Michael R. Koplik and Joyce S. Koplik, to withdraw for all purposes the reference to the United States Bankruptcy Court of a proceeding under New York Debtor & Creditor Law to set aside an alleged fraudulent conveyance of a Manhattan townhouse by Michael Koplik, individually, to himself and his wife Joyce Koplik, as tenants by the entirety. Although the parties dispute the bankruptcy court's jurisdiction to hear the said matter, they agreed that litigating the suit in district court eliminates the jurisdictional dispute and provides an efficient path to eliminate the claim. The parties jointly argued that the district court has jurisdiction to hear the action against Mr. and Mrs. Koplik. Judge Forrest held that the district court has ancillary and pendent-party jurisdiction to hear the federal judgment creditor's state-based fraudulent conveyance action against a federal judgment debtor and an alleged transferee of the fraudulent conveyance. The judge agreed with the parties that, under 28 U.S.C. Section 157(d), the interests of judicial economy support withdrawal of the reference. The case is In re: PERRY H. KOPLIK & SONS, INC., Debtor. MICHAEL S. FOX as Litigation Trustee of PERRY H. KOPLIK & SONS, INC., Plaintiff, v. MICHAEL R. KOPLIK and JOYCE S. KOPLIK, Defendants, No. 15-cv-4002 (KBF) (S.D.N.Y.). A full-text copy of Judge Forrest's July 31, 2015 opinion and order is available at http://is.gd/k1PWP1from Leagle.com. Michael S. Fox is represented by: Jonathan Todd Koevary, Esq. OLSHAN FROME WOLOSKY LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Tel: (212) 451-2300 Fax: (212) 451-2222 Email: jkoevary@olshanlaw.com Michael R. Koplik is represented by: Alice Pin-Lan Ko, Esq. ROSEN & ASSOCIATES, P.C. 747 Third Avenue New York, NY 10017-2803 Tel: (212) 223-1100 Fax: (212) 223-1102 Joyce S. Koplik is represented by: Mark Nelson Parry, Esq. MOSES & SINGER LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174-1299 Tel: (212) 554-7800 Fax: (212) 554-7700 Email: mparry@mosessinger.com About Perry Koplik & Sons Perry Koplik & Sons, Inc., operated primarily as a broker of waste paper, pulp, tissue, and other paper grades. In addition to acting as a broker, it acted as sales agent as well as a distributor. On Nov. 2, 2001, Perry Koplik's Board of Directors, with the advice of Realization Services, approved a plan providing for an out of court liquidation of its assets. On Nov. 9, 2001, Fleet Bank notified the Company it was in default under a $60 million secured revolving credit facility, citing the Debtor's exposure to its customer American Tissue Inc. and the Debtor's default with respect to many covenants under the Revolver. American Tissue filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 01-_____) on Sept. 10, 2001, after its proposed bond issue of $400 million dollars failed in the summer of 2001. The case later was converted to chapter 7 on April 22, 2004. In March 2002, four of Perry Koplik's creditors filed an involuntary petition (Bankr. S.D.N.Y. Case No. 02-40648) under chapter 7 of the Bankruptcy Code. Soon thereafter, creditors sought the appointment of an interim trustee, on the ground that the Debtor had been mismanaged while conducting its operations. Thereafter, the case was converted from chapter 7 to chapter 11, and a reorganization plan (for a controlled liquidation) for the Debtor was thereafter confirmed. Under the Plan, Michael Fox was appointed as Litigation Trustee, charged with bringing litigation on behalf of the Debtor's estate. Christopher R. Belmonte, Esq., and Pamela A. Bosswick, Esq. -- cbelmonte@ssbb.com -- at Satterlee Stephens Burke & Burke LLP, New York, New York, represent the Trustee. PGI INCORPORATED: Incurs $2.1 Million Net Loss in Second Quarter ---------------------------------------------------------------- PGI Incorporated filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.1 million on $2,000 of revenues for the three months ended June 30, 2015, compared to a net loss of $1.9 million on $3,000 of revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $4 million on $5,000 of revenues compared to a net loss of $3.7 million on $7,000 of revenues for the same period a year ago. As of June 30, 2015, the Company had $942,000 in total assets, $88 million in total liabilities and a stockholders' deficit of $87.1 million in stockholders' deficiency. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Qx7MAn About PGI Incorporated St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was founded in 1958, and up until the mid 1990's was in the business of building and selling homes, developing and selling home sites and selling undeveloped or partially developed tracts of land. Over approximately the last 15 years, the Company's business focus and emphasis changed substantially as it concentrated its sales and marketing efforts almost exclusively on the disposition of its remaining real estate. This change was prompted by its continuing financial difficulties due to the principal and interest owed on its debt. Presently, the most valuable remaining asset of the Company is a parcel of 366 acres located in Hernando County, Florida. The Company also owns a number of scattered sites in Charlotte County, Florida (the "Charlotte Property"), but most of these sites are subject to easements which markedly reduce their value and/or consist of wetlands of indeterminate value. As of Dec. 31, 2011, the Company also owned six single family lots, located in Citrus County, Florida. PGI Incorporated reported a net loss of $6.51 million on $16,000 of revenues for the year ended Dec. 31, 2014, compared to a net loss of $6.9 million on $16,000 of revenues for the year ended Dec. 31, 2013. BKD, LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has a significant accumulated deficit, and is in default on its primary debt, certain sinking fund and interest payments on its convertible subordinated debentures and its convertible debentures. These matters raise substantial doubt about the Company's ability to continue as a going concern. PLATTE RIVER: AP Judge Manages Admin. Appeal, District Court Rules ------------------------------------------------------------------ Judge Wiley Y. Daniel of the United States District Court for the District of Colorado ordered that the case captioned PLATTE RIVER BOTTOM, LLC, Plaintiff, v. ADVANTAGE BANK, NORTHSTAR BANK OF COLORADO, f/k/a COMMUNITY BANK OF COLORADO, THE CITY OF EVANS, NOLAN ULMER, and PATRICIA ULMER, Defendants, Civil Action No. 15-CV-01443-WYD (D. Colo.), be remitted to the Clerk for immediate random assignment to a merits judge. Judge Daniel held that under the Court's local rules of practice, the AP judge manages an administrative appeal through briefing, after which it is returned to the Clerk's Office to be drawn to a judge like any other civil case. Judge Daniel said the issues raised in Platte River's Alternative Motion for Leave to Appeal is sufficiently intertwined with the merits of the underlying controversy to suggest that the AP judge refrain from resolving them to avoid binding the merits judge to a ruling which he or she may view differently. The case is IN RE: PLATTE RIVER BOTTOM, LLC EIN 05-0587266, Chapter 11, Debtor, PLATTE RIVER BOTTOM, LLC, Plaintiff, v. ADVANTAGE BANK, NORTHSTAR BANK OF COLORADO, f/k/a COMMUNITY BANK OF COLORADO, THE CITY OF EVANS, NOLAN ULMER, and PATRICIA ULMER, Defendants, Civil Action No. 15-CV-01443-WYD, Case No. 13-13098 HRT, Adv. Pro. No. 14-01231-HRT. A full-text copy of Judge Daniel's Order dated August 18, 2015, is available at http://is.gd/p0EbWNfrom Leagle.com Platte River Bottom, LLC is represented by: David Richard Eason, Esq. EASONROHDE, LLC 1129 Cherokee St. Denver, CO 80204 Telephone: (303)381-3400 Northstar Bank of Colorado, formerly known as Community Bank of Colorado, et. al., are represented by: Chad S. Caby, Esq. LEWIS ROCA ROTHGERBER LLP 1200 Seventeenth Street Suite 3000 Denver, CO 80202 Telephone: (303)623-9000 Facsimile: (303)623-9222 Email: Ccaby@LRRLaw.com -- and -- Jenny M.F. Fujii, Esq. KUTNER BRINEN GARBER, PC 1660 Lincoln St. Suite 1850 Denver, CO 80264 Email: jmf@kutnerlaw.com -- and -- Robert David Lantz, Esq. SENDER WASSERMAN WADSWORTH, P.C. Lincoln Center Building 1660 Lincoln Street, #2200 Denver, CO 80264 Telephone: (303)296-1999 Facsimile: (303)296-7600 Email: rlantz@sww-legal.com -- and -- Scotty P. Krob KROB LAW OFFICE, LLC. 8400 E. Prentice Avenue, Penthouse Greenwood Village, CO 80111 Telephone: (303)694-0099 Facsimile: (303)694-5005 Email: scott@kroblaw.com About Platte River Bottom Greeley, Colorado-based Platte River Bottom, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 5, 2013 (Bankr. D. Colo., Case No.: 13-13098). The case is assigned to Judge Howard R. Tallman. The Debtor's counsel is Jeffrey Weinman, Esq., at Weinman & Associates, P.C., in Denver, Colorado. POSITIVEID CORP: Signs Purchase Agreement with Dominion Capital --------------------------------------------------------------- PositiveID Corporation closed a financing transaction by entering into a securities purchase agreement dated Aug. 14, 2015, with Dominion Capital LLC for an aggregate subscription amount of $2,400,000, according to a document filed with the Securities and Exchange Commission. Pursuant to the Securities Purchase Agreement, the Company will issue a series of 4% Original Issue Discount Senior Secured Convertible Promissory Notes to the Purchaser. The Purchase Price will be paid in six equal monthly tranches of $400,000. Each individual Note will be issued upon payment and will be amortized beginning six months after issuance, with amortization payments being 1/24th of the principal and accrued interest, made in cash or common stock at the option of the Company, on a semi-monthly basis, subject to certain conditions contained in the Securities Purchase Agreement. The amortization payments will begin to be due starting on the 15th day of the month immediately following the six-month anniversary of the Closing Date. The Company also reimbursed the Purchaser $30,000 for legal fees and expenses from the proceeds of the first tranche. The use of proceeds from this financing is intended for the completion of the prototype of the Company's Firefly Dx system and general working capital. 4% Original Issue Discount Senior Secured Convertible Promissory Notes The total principal amount of the Notes is issued with a 4% original issue discount whereby the aggregate Principal Amount of the Notes is $2,500,000, with an aggregate net purchase price of $2,400,000. Each Note accrues interest at a rate equal to 12% per annum (interest is guaranteed for the first twelve months) and the initial note has a maturity date of Feb. 15, 2017. Each Note is convertible any time after its issuance date. The Purchaser has the right to convert any or all of the Notes into shares of the Company's common stock at a fixed conversion price equal to $0.028 (which was a 12% premium to the closing bid price of the Company's common stock on Aug. 11, 2015), subject to adjustment as described in the Notes. The Notes can be prepaid at any time upon five days' notice to the Holder by paying an amount in cash equal to the outstanding principal and interest, and a 20% premium. Security Agreement In connection with the Company's obligations under the Notes, the Company entered into a Security Agreement with the Purchaser, pursuant to which the Company granted a lien on all assets of the Company, subject to existing security interests, for the benefit of the Purchaser, to secure the Company's obligations under the Notes. In the event of a default as defined in the Notes, the Purchaser may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral, or sell, lease or dispose of the Collateral. Subsidiary Agreement In connection with the Company's obligations under the Security Agreement with the Purchaser, pursuant to which the Company granted a lien on all assets of the Company, subject to existing security interests, under a Subsidiary Guaranty, each of the Company's subsidiaries has guaranteed all of its obligations under the Notes. About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $8.22 million on $945,000 of revenue for the year ended Dec. 31, 2014, compared with a net loss attributable to common stockholders of $13.33 million on $0 of revenue for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $1.41 million in total assets, $11.8 million in total liabilities, and a $10.4 million total stockholders' deficit. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm noted that the Company reported a net loss, and used cash for operating activities of approximately $8.61 million and $2.57 million respectively, in 2014. At Dec. 31, 2014, the Company had a working capital deficiency, stockholders' deficit and accumulated deficit of approximately $8.076 million, $8.45 million and $133 million, respectively. PROGRESSIVE PLUMBING: Case Summary & Largest Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Progressive Plumbing, Inc. 15-07275 1064 W Highway 50 Clermont, FL 34711 Progressive Services, LLC 15-07276 Gracious Living Design Center, Inc. 15-07277 Chapter 11 Petition Date: August 24, 2015 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtors' Counsel: Roman V Hammes, Esq. ROMAN V. HAMMES, P.L. 250 East Colonial Drive, Suite 305 Orlando, FL 32801 Tel: (407) 650-0003 Email: roman@romanvhammes.com - and - Michael A Nardella, Esq. NARDELA & NARDELLA, PLLC 250 East Colonial Drive, Ste 102 Orlando, FL 32801 Tel: 407-966-2680 Email: mnardella@nardellalaw.com Estimated Estimated Assets Liabilities ----------- ----------- Progressive Plumbing, Inc. $1MM-$10MM $1MM-$10MM Progressive Services, LLC $100K-$500K $500K-$1MM The petitions were signed by William Lawson, president. A list of Progressive Plumbing's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb15-07275.pdf A list of Progressive Services' six largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb15-07276.pdf QUALITY DISTRIBUTION: Shareholders Approve Merger with Gruden ------------------------------------------------------------- At a special meeting of shareholders of Quality Distribution, Inc., held on Aug. 17, 2015, the shareholders approved a proposal to adopt the Agreement and Plan of Merger, dated as of May 6, 2015, by and among the Company, Gruden Acquisition, Inc., and Gruden Merger Sub, Inc., and thereby approved the transactions contemplated by the Merger Agreement, including the merger of Gruden Merger Sub, Inc. with and into Quality Distribution, Inc. The stockholders, however, did not approve, on an advisory (non-binding) basis, the compensation that will or may become payable to the Company's named executive officers in connection with the Merger. The approval and adoption of the Merger Agreement satisfies one of the closing conditions of the Merger. The Merger is expected to close on Aug. 18, 2015, subject to the satisfaction or waiver of the remaining closing conditions. About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30 percent of the common stock of Quality Distribution, Inc. As of June 30, 2015, the Company had $413 million in total assets, $436 million in total liabilities and a $22.9 million total shareholders' deficit. Bankruptcy Warning "We have substantial indebtedness and may not be able to make required payments on our indebtedness. We had consolidated indebtedness and capital lease obligations, including current maturities of $351.3 million, as of December 31, 2014. We must make regular payments under the ABL Facility, including the Term Loan, thereunder, and our capital leases and semi-annual interest payments under our 2018 Notes. The ABL will mature at the earlier of November 2019 and the date that is 91 days prior to the maturity of the Company's currently outstanding 2018 Notes or any replacement notes if the outstanding amount of such debt is above a certain threshold. The Term Loan matures on November 3, 2017 but we are subject to mandatory prepayment of the principal amount of the Term Loan in equal quarterly payments beginning as early as November 2015. The maturity date of the ABL Facility, including the Term Loan, may be accelerated if we default on our obligations. If the maturity of the ABL Facility and/or such other debt is accelerated, we may not have sufficient cash on hand to repay the ABL Facility and/or such other debt or be able to refinance the ABL Facility and/or such other debt on acceptable terms, or at all. The failure to repay or refinance the ABL Facility and/or such other debt at maturity would have a material adverse effect on our business and financial condition, would cause substantial liquidity problems and may result in the bankruptcy of us and/or our subsidiaries. Any actual or potential bankruptcy or liquidity crisis may materially harm our relationships with our customers, suppliers and independent affiliates," the Company states in its 2014 annual report. * * * As reported in the TCR on June 28, 2013, Moody's Investors Service upgraded Quality Distribution, LLC's Corporate Family Rating to 'B2' from 'B3' and Probability of Default Rating to 'B2-PD' from 'B3-PD'. The upgrade of Quality's CFR to 'B2' was largely driven by the expectation that credit metrics will improve over the next twelve to eighteen months, through a combination of EBITDA growth and debt paydowns, to levels consistent with the 'B2' rating level. The company is in the process of integrating the bolt-on acquisitions made in its Energy Logistics business sector since 2011. As reported by the TCR on July 17, 2015, Standard & Poor's Ratings Services said that it has lowered its corporate credit rating on Tampa-based transportation and logistics provider Quality Distribution Inc. to 'B-' from 'B' and removed the ratings from CreditWatch, where S&P had placed them with negative implications on May 8, 2015. "The downgrade reflects Quality Distribution's higher debt-leverage pro forma for its acquisition by Apax Partners," said Standard & Poor's credit analyst Michael Durand. QUANTUM CORP: Gregg Powers Reports 6.5% Stake as of Aug. 5 ---------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Mr. Gregg J. Powers, CEO and portfolio manager of Private Capital Management, LLC, disclosed that as of Aug. 5, 2015, he beneficially owned 17,061,802 shares of common stock of Quantum Corporation, which represents 6.52 percent of the shares outstanding. PCM beneficially owned 16,525,302 shares as of that date. PCM has acquired shares of Common Stock in the normal course of its business as a registered investment adviser investing Client assets on a fully discretionary basis. PCM said it may acquire or dispose of additional Common Stock or other securities. Since August 2013, Mr. Powers has served as a director of the Issuer. In his capacity as a director of the Issuer he may be required to consider or participate in deliberations or Board actions. The Reporting Persons will not consider Mr. Power's consideration or participation in deliberations or Board actions in his capacity as a Director of the Issuer, in and of itself, as constituting plan or proposal by the Reporting Persons that would necessitate an update or revision of this Schedule 13D. A copy of the regulatory filing is available for free at: http://is.gd/H4bK5j About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum reported net income of $16.7 million on $553 million of total revenue for the year ended March 31, 2015, compared to a net loss of $21.5 million on $553 million of total revenue for the year ended March 31, 2014. As of June 30, 2015, the Company had $314.6 million in total assets, $382.6 million in total liabilities and a $67.9 million total stockholders' deficit. QUEST SOLUTION: Reports Second Quarter Results ---------------------------------------------- Quest Solution, Inc., announced financial results for the second quarter and six months ended June 30, 2015, and reaffirmed full-year 2015 financial guidance. "As expected, we delivered positive Adjusted EBITDA for the second quarter and continue to expect additional improvement in this metric as we progress through the second half of the year," commented Tom Miller, Quest Solution's chief executive officer. "As we extract synergies from recent business combinations and continue to shift of our business model towards more contracts that bundle services with our innovative hardware and software solutions, we expect our top and bottom line to continue to grow. Partnering and teaming with leading technology companies as we have is reducing our time to market with innovative, mobile and cloud-based solutions to drive quick returns on investment for our customers and further establish our recurring revenue model. Our recent win with a leading PVC piping component manufacturer is a perfect example of how our team’s ingenuity and deep understanding of this long-time customer's business is expected to lead to a larger share of their technology spend. Working with this customer puts our solution to work in one of the country's largest home supply retailers and expands our opportunities to leverage our knowledge and experience for additional growth." "To support the increasing number of opportunities in the marketplace we further expanded geographic coverage by adding sales teams in New York and Chicago over the last six months," added Miller. "These are industry-leading technology experts with a with a proven record of success in selling solutions and building deep and wide customer relationships in our target markets. We will continue to add and develop strategically placed salespeople who can sell bundled solution and service projects that help to support our near and long-term growth objectives and are expected to increase our base of recurring revenue." Scot Ross, Quest's CFO, added, "Our solutions-based strategy is gaining momentum in the marketplace, increasing the portion of our business that represents recurring revenue. With an increased percentage of revenue under long term contracts, we are gaining greater visibility into expected future financial results and are thereby confirming our full-year 2015 revenue guidance today. As of June 30, 2015, our backlog of business to be delivered over the next 6 months stands at $ 4.6 million and the net deferred revenue balance was approximately $805,000, representing hardware and service net revenue under contract that is deferred to future periods and will be recognized when services are delivered. As a reminder, this is EBITDA for which we have received the cash and paid the expense and will recognize for accounting purposes over the life of the contracts." Ross continued, "Additionally, our cash flow from operations was approximately $1.6 million, which is attributable to the integration efforts achieved during the quarter from the sales and operations team performance. Quest Solution reported a net loss of $285,449 on $13.55 million of total revenues for the three months ended June 30, 2015, compared to a net loss of $262,305 on $7.43 million of total revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $707,531 on $24.2 million of total revenues compared to a net loss of $15,886 on $17 million of total revenues for the same period a year ago. As of June 30, 2015, the Company had $35.4 million in total assets, $34.2 million in total liabilities and $1.2 million in total stockholders' equity. Quest Solution conducted a conference call on Aug. 17, 2015 at to provide a shareholder update. Management also discussed the Company's financial results for the second quarter, the business strategy, provided a general corporate update and conducted a question and answer period. A full-text copy of the Form 10-Q is available for free at: http://is.gd/X1AB04 Announces Substantial Increase in Projected Sales to Key Customers Quest Solution said it expects to significantly expand its business with a long-time customer, which is a leading global manufacturer of PVC piping components. After months of testing and collaboration, the customer has chosen Quest Solution as its label supplier for its products sold in one of the largest home improvement stores in the country. In the second month of this new rollout, sales have already exceeded the previous year's sales. Historically, this relationship generated approximately $150,000 per year to Quest but the Company now projects these new contracts to increase the volume to closer to $450,000 per year. "The Company feels we were selected for this project in because of the high quality of work this customer has come to expect from Quest over our multi-year relationship," stated Tom Miller, Quest Solution chief executive officer. "Quest has a long history of positive customer experiences with many of the large national home supply retailers and we are confident in our ability to deliver consistent results for across hundreds of locations around the country." Miller continued, "We are excited by the opportunity of growing our sales pipeline with this customer into the nation's leading home supply retailers. This new business award is the result of our Company's commitment to serving its clients through both constant innovation and high quality customer service. We look forward to continued revenue expansion with all of our customers through this critical sales channel and are excited by the additional opportunities that may result from our work on this project." About Quest Solution Quest Solution (formerly known as Amerigo Energy, Inc.) is a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references. Motorola, Intermec, Honeywell, Panasonic, AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest Solution uses in its systems. Quest Solution reported net income of $302,000 on $37.3 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $1.12 million on $4,070 of total revenues for the year ended Dec. 31, 2013. REDPRAIRIE CORP: Bank Debt Trades at 5% Off ------------------------------------------- Participations in a syndicated loan under which RedPrairie Corp is a borrower traded in the secondary market at 94.80 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 1.20 percentage points from the previous week, The Journal relates. RedPrairie Corp pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on December 21, 2018. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. RESPONSE BIOMEDICAL: Reports 2nd Quarter 2015 Financial Results --------------------------------------------------------------- Response Biomedical Corp. reported financial results disclosing a net loss of C$2,000 on C$4.26 million of total revenue for the three months ended June 30, 2015, compared to net income of C$288,000 on C$3.07 million of total revenue for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of C$1.10 million on C$7.80 million of total revenue compared to a net loss of C$1.23 million on C$5.63 million of total revenue for the same period a year ago. "We are pleased to report both substantial revenue growth and positive Adjusted EBITDA for the second quarter," said Dr. Barbara Kinnaird, chief executive officer of Response. "We continue to make progress in our collaboration with Joinstar, earning a US$360,000 milestone in the second quarter," noted Dr. Kinnaird. "Our national distribution partner met their minimum purchase targets for the first half of 2015, representing approximately 70% of our revenues in the period. However, they are still in the process of expanding into additional territories within China and determining their end-user buying patterns. They recently indicated to us that they have built up inventory at a higher rate than their current sales to end-users. They therefore may make significantly lower, or possibly no, purchases from us during the third quarter of 2015. As a result, we have executed several cost cutting and cash conservation initiatives while we work through this period." "To support our plans to expand our future sales and marketing initiatives in China, we are also pleased to announce the hiring of a new General Manager for China, Mr. Julius Wu. Mr. Wu brings to Response extensive experience in medical device sales and marketing in China as well as in the establishment and growth of China based operations for a multinational company," said Dr. Kinnaird. Julius Wu has over 20 years in the medical device industry in China where he succeeded in a number of key marketing & sales related positions for international companies from Johnson & Johnson and Bayer Diagnostics to Philips Healthcare. Notable is his recent experience as VP of Business Operations for B. Braun Medical Inc., where he directed major partnering initiatives and led a 140-staff organization to successfully support the overall China business. Mr. Wu is responsible for Response’s marketing programs, brand management, and business development in China, Taiwan and Hong Kong. Mr. Wu's greatest strengths are his creativity, leadership and results-driven behaviors. He thrives on challenges, particularly those that expand the company's reach. His most recent projects involved strategic partnerships with distribution networks in the fast-growing Asia-Pacific market. He was a major driver of an M&A deal in 2009 as well as turning around market position against a local competitor with annual revenues exceeding $145 million in 2012. In addition, he had primary responsibility for setting up a full-fledged organization in China with sales, marketing, technology & service and research & development with a staff of over 100 employees. About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical reported a net loss and comprehensive loss of C$5.99 million in 2013, a net loss and comprehensive loss of C$5.28 million in 2012 and a net loss and comprehensive loss of C$5.37 million in 2011. As of March 31, 2015, the Company had C$13.6 million in total assets, C$15.48 million in total liabilities and a $1.88 million total shareholders' deficit. PricewaterhouseCoopers LLP, in Vancouver, Canada, in its report on the consolidated financial statements for the year ended Dec. 31, 2014, noted that the company has incurred recurring losses from operations and has an accumulated deficit at Dec. 31, 2014, whicht raises substantial doubt about its ability to continue as a going concern. RESTORGENEX CORP: Files Form S-8 Registration Statements -------------------------------------------------------- Restorgenex Corporation filed with the Securities and Exchange Commission a Form S-8 registration statement to register 2,500,000 shares issuable under the Company's 2015 Equity Incentive Plan for a proposed maximum aggregate offering price of $3.37 million. A copy of the regulatory filing is available at http://is.gd/5QIhbr The Company separately filed a Form S-8 prospectus to register 2,789,523 shares that may be issued under the Non-Plan Based Option Grants. A copy of the registration statement is available for free at http://is.gd/GSuQ0u About RestorGenex RestorGenex Corporation operates as a biopharmaceutical company. It focuses on dermatology, ocular disease, and women's health areas. The company was formerly known as Stratus Media Group, Inc., and changed its name to RestorGenex Corporation in March 2014. RestorGenex Corporation is based in Los Angeles, California. Restorgenex reported a net loss of $14.4 million in 2014, a net loss of $2.46 million in 2013 and a net loss of $6.85 million in 2012. As of June 30, 2015, the Company had $36.6 million in total assets, $4.8 million in total liabilities and $31.8 million in total stockholders' equity. RONALD BAUMAN: Trustee's Bids for Substantive Consolidation Denied ------------------------------------------------------------------ Judge Thomas L. Perkins of the United States Bankruptcy Court for the Central District of Illinois denied the motions filed by A. Clay Cox, as Chapter 7 Trustee for the estates of Ronald R. Bauman, and Midwest Asphalt Repair, Inc., for substantive consolidation of the two estates. The Trustee filed the motions on January 1, 2015, contending that substantive consolidation is necessary because (1) the affairs of Bauman and Midwest are so entangled that consolidation will benefit all creditors; (2) the creditors of Bauman and Midwest dealt with them as a single economic unit and did not rely on their separate existence in extending credit; and (3) it is necessary to avoid harm to Bauman's creditors, while not being prejudicial to creditors of Midwest. Donald Bauman opposed the Trustee's motions, asserting that a bankruptcy court lacks the authority to order substantive consolidation and that it is clearly contradictory to express provisions of the Bankruptcy Code. Alternatively, and along with Heartland Bank and Trust Company, Scott Hostetler and Midstate Asphalt Repair, Inc., Donald contended that the application of the doctrine is not warranted in this matter. Judge Perkins found that nothing in the record supports the Trustee's assertions. Moreover, the judge did not agree with the general premise underlying the Trustee's motions, that substantive consolidation can be justified simply as a matter of equity in order to provide a remedy for the fraudulent dissipation of Midwest's assets perpetrated by Bauman. Judge Perkins explained that substantive consolidation is a non-statutory equitable remedy and courts must resist the temptation to implement an equitable remedy in a manner that contradicts or is inconsistent with a statutory scheme. The cases are IN RE: RONALD R. BAUMAN, Debtor, and IN RE: MIDWEST ASPHALT REPAIR, INC., Debtor, Case Nos. 12-81285, 12-81287 (Bankr. C.D. Ill.). A copy of Judge Perkin's August 3, 2015 opinion is available at http://is.gd/WKwB8Jfrom Leagle.com. SAINT MICHAEL'S MEDICAL: Has Until Sept. 17 to File Schedules ------------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey gave Saint Michael's Medical Center, Inc., et al., until Sept. 17, 2015, to file their schedules of assets and liabilities and statements of financial affairs. About Saint Michael's Medical Center Saint Michael's Medical Center, Inc., was incorporated in 2008 to acquire St. Michael's Medical Center and 2 other now defunct hospitals (Saint James Hospital and Columbus Hospital) was acquired from Cathedral Healthcare System Inc., a New Jersey nonprofit. SMMC is a second tier subsidiary of Trinity Health Corporation. The immediate sole corporate member of SMMC is Maxis Health System, a Pennsylvania not-for-profit corporation. Established by the Franciscan Sisters of the Poor in 1867, St. Michael's Medical Center is a 357- bed licensed regional tertiary-care, teaching, and research center in the heart of Newark, New Jersey's business and educational district and is accredited by The Joint Commission. On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The cases are pending before the Honorable Vincent F. Papalia, and the Debtors have requested that their cases be jointly administered under Case No. 15-24999. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. SMMC estimated $100 million to $500 million in assets and debt. SAMUEL MARTINEZ: Scotiabank Not Entitled to Postpetition Interest ----------------------------------------------------------------- Judge Edward A. Godoy of the United States Bankruptcy Court for the District of Puerto Rico denied Scotiabank's motion for reconsideration of the court's denial of its request for postpetition interest. On September 23, 2013, Scotiabank filed two secured claims in the debtor Samuel A. Figueroa Martinez's bankruptcy: one for the Caparra property in the amount of $65,178, the other for the Metropolis property in the amount of $148,854. Six days after the confirmation of the debtor's plan, Scotiabank filed a motion requesting payment of post-petition interest. After a hearing on April 17, 2015, the court denied the motion. On May 11, 2015, Scotiabank filed for reconsideration, arguing that the court erred by adopting the debtor's arguments and treating its motion as a request for administrative expenses pursuant to section 503(b) rather than as a request for post-petition interest. It further contended that the disclosure statement when compared to the proofs of claim show Scotiabank is over-secured, entitling Scotiabank to post-petition interest. Scotiabank also attempted to convert the original motion filed under section 506(b) into a motion based on the binding effect of the debtor's confirmed plan. Judge Godoy quickly dispensed with Scotiabank's first argument since it was clear from the record that the court did not rely on section 503(b) in making its ruling, but rather explicitly adopted the debtor's argument with regard to section 506(b), in which the debtor laid out the procedure Scotiabank should have followed. As to Scotiabank's second argument, Judge Godoy held that Scotiabank cannot establish that its claims are over-secured just by pointing to the disclosure statement and proofs of claims. The judge found that the record is unclear as to whether the values in the schedules were estimates or an accurate market value, and Scotiabank has not presented the necessary evidence to substantiate that those values are an accurate market value of the asset. Judge Godoy was likewise unpersuaded by Scotiabank's final argument in which it sought to rely on the binding effect of the confirmed plan. The judge explained that Scotiabank's allowed claim does not automatically include post-petition interest because no request for post-petition interest has been allowed by the court. The case is IN RE: SAMUEL A. FIGUEROA MARTINEZ, Debtor, Case No. 13-06862 (EAG) (Bankr. D.P.R.). A full-text copy of Judge Godoy's August 3, 2015 opinion and order is available at http://is.gd/DhxSJkfrom Leagle.com. SANDY CREEK: Bank Debt Trades at 3% Off --------------------------------------- Participations in a syndicated loan under which Sandy Creek Energy Associates is a borrower traded in the secondary market at 96.98 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 0.86 percentage points from the previous week, The Journal relates. Sandy Creek Energy pays 400 basis points above LIBOR to borrow under the facility. The bank loan matures on November 6, 2020. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. SANUWAVE HEALTH: Reports Second Quarter Financial Results --------------------------------------------------------- SANUWAVE Health, Inc., reported a net loss of $1.52 million on $239,983 of revenues for the three months ended June 30, 2015, compared to a net loss of $1.69 million on $238,115 of revenues for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $2.68 million on $450,435 of revenues compared to a net loss of $4.25 million on $383,213 of revenues for the same period during the prior year. As of June 30, 2015, the Company had $2.55 million in total assets, $6.75 million in total liabilities and total stockholders' deficit of $4.19 million. "We have had a very busy second quarter, achieving many of the milestones we established on our last conference call," stated Kevin A. Richardson, II, Chairman of the board of SANUWAVE. "We extended the due date of our debt with HealthTronics, which will allow us the flexibility to complete our PMA submission. Our shareholders overwhelming approved an increase in authorized shares, which will allow us to raise adequate capital to move forward as a company. At the same time we are well aware of making sure we minimize dilution to our faithful shareholders. We also had an extremely positive meeting with the FDA in June and now feel confident that when our top line data is revealed, in early September, we will be in a position to successfully submit our PMA to the FDA. In addition, we expanded our patent portfolio and have seen a strong level of inbound interest in commercializing our patent portfolio." "As we look at the remainder of 2015 we have three milestones which need to be met: 1) reveal top line data from the study, 2) begin submission of the PMA to the FDA, and 3) raise capital or complete a joint venture, partnership or sale of the wound product to complete the FDA trial successfully and begin commercialization of the product in 2016. We are also working on a number of other non-medical initiatives, which we will keep shareholders abreast of as they occur," concluded Mr. Richardson. A full-text copy of the press release is available at: http://is.gd/qEZCxU About SANUWAVE Health Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global regenerative medicine company focused on the development and commercialization of noninvasive, biological response activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures. SANUWAVE Health reported a net loss of $5.97 million on $847,000 of revenues for the year ended Dec. 31, 2014, compared with a net loss of $11.3 million on $800,000 of revenues in 2013. Bankruptcy Warning "The continuation of the Company's business is dependent upon raising additional capital during the third or early fourth quarter of 2015 to fund operations. Management's plans are to obtain additional capital through investments by strategic partners for market opportunities, which may include strategic partnerships or licensing arrangements, or raise capital through the issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt. These possibilities, to the extent available, may be on terms that result in significant dilution to the Company's existing shareholders. Although no assurances can be given, management of the Company believes that potential additional issuances of equity or other potential financing transactions as discussed above should provide the necessary funding for the Company to continue as a going concern. If these efforts are unsuccessful, the Company may be forced to seek relief through a filing under the U.S. Bankruptcy Code," the Company said in the filing. SCARBOROUGH-ST. JAMES: Landlord Allowed to Continue Eviction Suit ----------------------------------------------------------------- Judge Laurie Selber Silverstein of the United States Bankruptcy Court for the District of Delaware lifted the automatic stay imposed in the Chapter 11 case of Scarborough-St. James Corporation to allow its landlord, 67500 South Main Street, Richmond, LLC, to continue with eviction proceedings. The Debtor's landlord sought to proceed with eviction proceedings against the Debtor, pending in a Michigan state court. After holding two hearings on the Landlord's Motion for Relief from Stay, and accepting documentary evidence proferred by the parties, Judge Silverstein found that the litigation in Michigan should proceed. The Debtor's landlord also sought the conditioned use of cash collateral and adequate protection for its ownership interests in the shopping center located in Richmond, Michigan. After considering the arguments and the evidence submitted by the parties, Judge Silverstein concluded that the Court's recognition of the Modified Interim Order Awarding Injunctive Relief (which limits the ability of the Debtor to use the rents other than in the ordinary course of managing and operating the shopping center without further permission) entered in the Michigan Litigation suffices to provide adequate protection to the Debtor's landlord for its interest in the Shopping Center and its equitable interest, if any, in the rents. As such, Judge Silverstein held that no further relief is necessary at the moment. The case is In re: Scarborough-St. James Corporation, Chapter 11, Debtor, Case No. 15-10625 (LSS). A full-text copy of Judge Silverstein's Opinion dated August 18, 2015, is available at http://is.gd/Al6ayqfrom Leagle.com. About Scarborough-St. James Headquartered in New York, New York, Scarborough-St James Corporation filed for Chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17966). Michael T. Conway, Esq., at Lazare Potter Giacovas & Kranjac, LLP represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed both estimated debts and assets of more than $10 million. SEADRILL LTD: Bank Debt Trades at 30% Off ----------------------------------------- Participations in a syndicated loan under which Seadrill Ltd is a borrower traded in the secondary market at 70.50 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 2.63 percentage points from the previous week, The Journal relates. Seadrill Ltd pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on February 17, 2021. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. SEARS HOLDINGS: Reports $208-Mil. Net Income for Second Quarter --------------------------------------------------------------- Sears Holdings Corporation filed with the Securities an Exchange Commission its quarterly report on Form 10-Q disclosing net income of $208 million on $6.2 billion of revenues for the 13 weeks ended Aug. 1, 2015, compared to a net loss of $581 million on $8 billion of revenues for the 13 weeks ended Aug. 2, 2014. For the 26 weeks ended Aug. 1, 2015, the Company reported a net loss of $95 million on $12.1 billion of revenues compared to a net loss of $1 billion on $15.89 billion of revenues for the 26 weeks ended Aug. 2, 2015. As of Aug. 1, 2015, the Company had $13.18 billion in total assets, $14.1 billion in total liabilities and a $906 million total deficit. Edward S. Lampert, Holdings' chairman and chief executive officer, said, "The second quarter marked our fourth consecutive quarter of improved results. During the quarter we completed many of the objectives we laid out to transform Holdings from a traditional, store-network based retail business model to a more asset-light, member-centric integrated retailer leveraging our Shop Your Way platform. The successful completion of these actions has positioned Sears Holdings for long-term success and is consistent with our strategy to focus on our best stores, reward our best members and pursue our best categories as part of our transformation. As our results over the last four consecutive quarters demonstrate, we are successfully enhancing our margin rates and improving EBITDA performance as we become more efficient with our promotional programs and the use of Shop Your Way to replace more traditional forms of marketing with more targeted and personalized digital interactions with our members." Rob Schriesheim, Holdings' chief financial officer, said, "In the second quarter of 2015, the Company completed its rights offering and sale-leaseback transaction with Seritage Growth Properties and received aggregate gross proceeds from the transaction of $2.7 billion. In addition, we completed an amendment and extension of the Company's existing asset-based credit facility. With the successful completion of the amendment and extension of the domestic credit facility and the Seritage transaction, we have substantially enhanced our financial flexibility and achieved our objective of reducing our reliance on inventory as a source of financing. We are pleased with the outcome of the Offer, which was in line with our expectations and helped mitigate our annualized cash interest expense. We intend to continue taking significant actions to alter our capital structure, as circumstances allow, to position Sears Holdings for success and profitability, which could include further reductions in debt or changes in the composition of our debt." Liquidity "Our primary need for liquidity is to fund working capital requirements of our businesses, capital expenditures and for general corporate purposes, including debt repayment and pension plan contributions. We have incurred losses and experienced negative operating cash flows for the past several years; accordingly, the Company has taken a number of actions to enhance its financial flexibility and fund its continued transformation, support its operations and meet its obligations. As we progress in our transformation, we are primarily focusing on profitability instead of revenues, market share and other metrics which relate to, but do not necessarily drive profit. This approach may negatively impact our sales, however, it should also reduce the risk of material profit declines. We believe that our focus on profitability will contribute to a meaningful performance in 2015 and beyond. If we continue to experience operating losses, and we are not able to generate sufficient liquidity through some combination of actions, the availability under our Domestic Credit Facility might be fully utilized and we would need to secure additional sources of funds. Moreover, if the borrowing base (as calculated pursuant to the indenture) falls below the principal amount of the notes plus the principal amount of any other indebtedness for borrowed money that is secured by liens on the collateral for the notes on the last day of any two consecutive quarters, it could trigger an obligation to repurchase notes in an amount equal to such deficiency. We also continue to take action to evolve and transition our capital structure toward a structure that is more flexible, long-term oriented and less dependent on inventory and receivables. During the second quarter of 2015, the Company completed its previously announced rights offering and sale-leaseback transaction with Seritage Growth Properties and received aggregate gross proceeds from the transaction of $2.7 billion. In addition, as discussed in Note 2, the Company completed an amendment and extension of its existing domestic credit facility in which the maturity date for $1.971 billion of the domestic credit facility has been extended to July 2020, while $1.304 billion retains the existing maturity date of April 2016. These actions have substantially enhanced our liquidity and achieved our objective of reducing our reliance on inventory as a source of financing. We intend to continue taking significant actions to alter our capital structure, as circumstances allow, to position Holdings for success and profitability, which could include further reductions in debt or changes in the composition of our debt." A full-text copy of the Form 10-Q is available for free at: http://is.gd/pPa0Wu About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. For the year ended Jan. 31, 2015, the Company reported a net loss attributable to Holdings' shareholders of $1.68 billion compared to a net loss attributable to Holdings' shareholders of $1.36 billion for the year ended Feb. 1, 2014. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEARS HOLDINGS: Reports Early Results of Tender Offer ----------------------------------------------------- Sears Holdings Corporation announced the early tender results of its previously announced tender offer to purchase for cash up to $1,000,000,000 principal amount of its outstanding 6 5/8% Senior Secured Notes Due 2018. As of 5:00 p.m., New York City time, on Aug. 14, 2015, approximately $935.6 million principal amount of the Notes were validly tendered and not validly withdrawn in the Offer. The terms and conditions of the Offer are set forth in an Offer to Purchase and related Letter of Transmittal, each dated Aug. 3, 2015. Holders of Notes are urged to read the Offer to Purchase and Letter of Transmittal carefully before making any decision with respect to the Offer. Consummation of the Offer, and payment for the tendered Notes, is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase. Subject to the terms and conditions of the Offer, the Company expects that it will accept for purchase all of the Notes validly tendered and not validly withdrawn pursuant to the Offer at or prior to the Early Tender Date. Pursuant to the terms of the Offer, holders of Notes may tender additional notes at or prior to 11:59 p.m., New York City time, on Aug. 28, 2015, unless the Offer is earlier terminated or extended by the Company in its sole discretion. Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Date will receive the "Total Consideration" of $990 per $1,000 principal amount of Notes that are accepted for purchase, which includes an early tender payment of $30 per $1,000 principal amount of Notes accepted for purchase. Holders who validly tender and do not validly withdraw Notes after the Early Tender Date but at or prior to the Expiration Date will receive the "Tender Offer Consideration" of $960 per $1,000 principal amount of Notes accepted for purchase. In addition, in each case holders who validly tender and do not validly withdraw Notes will receive accrued and unpaid interest on those Notes accepted for purchase up to, but excluding, the applicable settlement date. The settlement for those notes accepted by the Company in connection with the Early Tender Date is currently expected to be Monday, Aug. 17, 2015. Notes tendered pursuant to the Offers may no longer be withdrawn, unless otherwise required by law. Notes validly tendered and not validly withdrawn after the Early Tender Date, and at or prior to the Expiration Time, are expected to settle on Aug. 31, 2015. Jefferies LLC is serving as Dealer Manager for the Offer. Questions regarding the Offer may be directed to the Dealer Manager at (877) 877-0696 (toll free) or (212) 284-2435 (collect). Requests for the Offer to Purchase or the Letter of Transmittal or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and Information Agent for the Offer, at the following telephone numbers: banks and brokers, (212) 269-5550; all others, toll free at (800) 330-5136. Offer materials are available at the following Web site address: www.dfking.com/sears. About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. For the year ended Jan. 31, 2015, the Company reported a net loss attributable to Holdings' shareholders of $1.68 billion compared to a net loss attributable to Holdings' shareholders of $1.36 billion for the year ended Feb. 1, 2014. As of May 2, 2015, Sears Holdings had $13.3 billion in total assets, $14.5 billion in total liabilities, and a $1.20 billion total deficit. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEBRING MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Sebring Management FL, LLC 15-08589 13535 Feather Sound Drive Suite 100 Clearwater, FL 33762 Sebring Dental of Arizona, L.L.C. 15-08590 Sebring Software, Inc. 15-08591 AAR Acquisition, L.L.C. 15-08592 Type of Business: Dental practice management services Chapter 11 Petition Date: August 23, 2015 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtors' Counsel: Jay B Verona, Esq. SHUMAKER, LOOP & KENDRICK, LLP Bank of America Plaza 101 East Kennedy Boulevard, Suite 2800 Tampa, FL 33602 Tel: 813-229-7600 Fax: 813-229-1660 Email: jverona@slk-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Leif W. Anderson, chief executive officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Simon Orthodontic Breach of $925,000 Centers, PA Promissory 13716 SW 84th St. Note Kendall, FL 33183 Orthodontic Centers $353,049 of Florida, Inc. 3850 N Causeway Blvd, Suite 800 Metairie, LA 70002 Hani Taddros, DDS $255,593 1960 East Bay Dr. Largo, FL 33771 Dr. Dennis Buchman $48,031 Hani Tadros Wages, salaries $17,766 and commissions Piero Palacios Wages, salaries $13,650 and commissions Mitra Parsa Wages, salaries $12,000 and commissions Diversified Practice Consultant $10,800 Solutions, LLC Jason Barlock Wages, salaries $10,500 and commissions Leo Durrett $10,500 Molly McCarty $10,000 Peter Weber Wages, salaries $9,000 and commissions Seanica How $8,000 Keisha Alexander Wages, salaries $7,000 and commissions Justin Chisari Wages, salaries $6,600 and commissions James Hodge $6,000 Kevin Brown $6,000 Alan Shoopak Wages, salaries $4,500 and commissions Mitchell Ellingson Wages, salaries $4,267 and commissions MME Consulting, Inc. Consultant $4,212 SIGNAL INT'L: Latham, Bayard File Amended Rule 2019 Statement ------------------------------------------------------------- Latham & Watkins LLP and Bayard P.A. filed an amended statement regarding their representation of a group of claimants of Signal International Inc. and its affiliates. The law firms disclosed that they also represent a certain Xavier Disoliyan, one of the claimants who sued the company and Signal International LLC over an alleged scheme to traffic them into the United States to provide labor for the companies. The lawsuit, styled Achari v. Signal International LLC, was filed in May last year. A list of the claimants is available for free at http://is.gd/UDSFA5 The law firms made the disclosure pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. About Signal International Signal International Inc. -- http://www.signalint.com/-- primarily engages in the business of offshore drilling rig overhaul, repair, upgrade, and conversion, as well as new shipbuilding construction. Additionally, Signal provides services to the general marine and heavy fabrication markets for barges, power plants, and modular construction. Signal International, LLC ("SI LLC"), was organized on Dec. 6, 2002, as a limited liability company after acquiring the assets of the Offshore Division of Friede Goldman Halter from bankruptcy. SI Inc. was incorporated on Oct. 12, 2007, and began operations with offshore fabrication and repair in Mississippi. Today, Signal's corporate headquarters are in Mobile, Alabama, with operations in Alabama and Mississippi, and a sales office in Texas. On Oct. 3, 2014, Signal International Texas, L.P., sold substantially all of its assets to Westport Orange Shipyard, LLC, in a partially seller-financed transaction for a total purchase price of $35,900,000. As part of the transaction, Westport provided a down payment of $7,000,000 and delivered a promissory note in the principal amount of $28,900,000 to SI Texas due on or before Oct. 3, 2019 (the "Texas Note"). On July 12, 2015, SI Inc. and its direct and indirect wholly owned subsidiaries, including SI LLC, commenced cases under chapter 11 of title 11 of the United States Code (Bankr. D. Del. Lead Case No. 15-11498). The Debtors tapped Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, Hogan Lovells US LLP as general corporate counsel, GGG Partners, LLC, as financial and restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent. Signal International Inc. estimated $10 million to $50 million in assets and $50 million to $100 million in debt. SIGNAL INT'L: Proposes Oct. 21 Auction of Assets ------------------------------------------------ Signal International, Inc., et al., seek authority from the United States Bankruptcy Court for the District of Delaware to sell substantially all of their assets to the Teachers' Retirement System of Alabama and the Employees' Retirement System of Alabama. Under the Stalking Horse APA, the aggregate consideration for the sale and transfer of the Acquired Assets will consist of (a) cash in the amount of the Unsecured Creditor Claim Cash in the sum of $400,000, (b) the assumption of the Assumed Liabilities, and (c) a credit bid against the indebtedness owing under the DIP Loan Documents and the Pre-Petition Loan Documents in an amount equal to the Credit Bid Amount. The Credit Bid Amount means the aggregate amount of all principal, interest, fees, reimbursable expenses and other agreed charges owing under (i) the DIP Loan Documents, and (ii) the Prepetition Loan Documents, as of the date of the Auction. Not less than two days prior to the Date of the Auction, the Purchaser will confirm the amount of the Credit Bid in writing. The current outstanding principal amount under the Pre-Petition Loan Documents is in excess of $70 million. To maximize the value of their assets, the Debtors ask the Court to approve procedures governing the bidding and auction of the assets. To be considered a "Qualified Bid" under the Sales and Bidding Procedures, any bid submitted by a Potential Bidder, other than the bid of the Stalking Horse Bidder, must be delivered in writing to the Bid Notice Parties by no later than 5:00 p.m. (Prevailing Eastern Time) on October 13, 2015. If a Qualified Bid, other than that submitted by the Stalking Horse Bidder, has been received by the Debtors prior to the Bid Deadline from a Qualified Bidder, the Debtors will conduct an Auction with respect to the Debtors’ Assets. If the Auction will occur, the Auction shall be conducted at the offices of Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, at 10:00 a.m. (Prevailing Eastern Time) on October 21, 2015. The Debtors explained that due to their declining revenue, liquidity constraints, and mounting litigation expenses and claims, the Debtors and their advisors determined that an out-of-court restructuring was not achievable. The Debtors and their advisors began to actively market the Acquired Assets to maximize creditor recoveries. The Debtors sought out DIP financing and ultimately negotiated with the DIP Lenders to obtain $20 million of postpetition financing, which the Debtors believe will provide them with sufficient liquidity to conduct an orderly sale process. The DIP Facility contains certain milestones in connection with conducting a Section 363 sale process that are intended to provide the Debtors with sufficient runway to conduct a robust marketing and sale process, while ensuring that the process progresses on a timeline that preserves value and minimizes any deterioration of the Debtors' business. Buckley and Son Fabrication & Construction, Inc., filed a limited objection, asserting that it sold the family business they had been operating for decades including all equipment and two tracts of land upon which the facilities were located to Signal International Texas GP, LLC. Buckley related that it financed $1,500,000 of the total sale price of $2,100,000, which was evidenced by a Promissory Note. Under the terms of the Promissory Note, Signal International Texas, GP, LLC, was required to make monthly installment payments of $17,805, commencing on September 24, 2007, and continuing to August 24, 2017, on which date the entire unpaid principal then owing will be due and owning. Buckley has a perfected first security interest in the property identified in the Deed of Trust, but the Debtors have failed to identify this interest and/or have sought to sell the property free and clear of liens. Buckley tells the Court that it is not opposed to the sale subject to payment in full of the lien at closing, however Buckley is not willing to waive any claims. Should the proposed sale fail to yield sufficient proceeds to pay Buckley in full at closing, the Debtors cannot sell the property, Buckley asserts. Pinto Island Land Company, Inc., also filed a limited objection, saying it objects to any attempt by the Debtors to mortgage, encumber, hypothecate, or otherwise pledge the Leasehold, as well as any attempt to grant access or occupancy rights to the Premises. There is no authority for any action under the Bankruptcy Code, and allowing any action would prejudice Pinto's rights under the Lease and its interests in the Premises. Signal International Inc., et al. are represented by: M. Blake Cleary, Esq. Kenneth J. Enos, Esq. Jaime Luton Chapman, Esq. Travis G. Buchanan, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mbcleary@ycst.com kenos@ycst.com jchapman@ycst.com tbuchanan@ycst.com Buckley and Son Fabrication & Construction, Inc. is represented by: Rachel B. Mersky, Esq. MONZACK, MERSKY, MCLAUGHLIN & BROWDER, P.A. 1201 N. Orange Street, Suite 400 Wilmington, DE 19801 Tel: (302) 656-8162 Fax: (302) 656-2769 Email: rmersky@monlaw.com Pinto Island Land Company, Inc. is represented by: Christopher D. Loizides, Esq. LOIZIDES, P.A. 1225 King Street, Suite 800 Wilmington, DE 19801 Tel: (302) 654-0248 Fax: (302) 654-0728 Email: loizides@loizides.com -- and -- Lawrence B. Voit, Esq. SILVER VOIT & THOMPSON, P.C. 4317-A Midmost Drive Mobile, AL 36609-5589 Tel: (251) 343-0800 Fax: (251) 343-0852 E-mail: lvoit@silvervoit.com About Signal International Signal International Inc. -- http://www.signalint.com/-- primarily engages in the business of offshore drilling rig overhaul, repair, upgrade, and conversion, as well as new shipbuilding construction. Additionally, Signal provides services to the general marine and heavy fabrication markets for barges, power plants, and modular construction. Signal International, LLC ("SI LLC"), was organized on Dec. 6, 2002, as a limited liability company after acquiring the assets of the Offshore Division of Friede Goldman Halter from bankruptcy. SI Inc. was incorporated on Oct. 12, 2007, and began operations with offshore fabrication and repair in Mississippi. Today, Signal's corporate headquarters are in Mobile, Alabama, with operations in Alabama and Mississippi, and a sales office in Texas. On Oct. 3, 2014, Signal International Texas, L.P., sold substantially all of its assets to Westport Orange Shipyard, LLC, in a partially seller-financed transaction for a total purchase price of $35,900,000. As part of the transaction, Westport provided a down payment of $7,000,000 and delivered a promissory note in the principal amount of $28,900,000 to SI Texas due on or before Oct. 3, 2019 (the "Texas Note"). On July 12, 2015, SI Inc. and its direct and indirect wholly owned subsidiaries, including SI LLC, commenced cases under chapter 11 of title 11 of the United States Code (Bankr. D. Del. Lead Case No. 15-11498). The Debtors tapped Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, Hogan Lovells US LLP as general corporate counsel, GGG Partners, LLC, as financial and restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent. Signal International Inc. estimated $10 million to $50 million in assets and $50 million to $100 million in debt. SOLERA HOLDINGS: S&P Puts 'BB-' CCR on CreditWatch Negative ----------------------------------------------------------- Standard & Poor's Ratings Services said it placed all of its ratings, including its 'BB-' corporate credit rating, on Westlake, Texas-based Solera Holdings Inc. on CreditWatch with negative implications following the company's announcement that it is undertaking a strategic review. "The CreditWatch listing reflects our expectation that the company's strategic review may result in increased leverage or the potential adoption of a more aggressive financial policy," said Standard & Poor's credit analyst Peter Bourdon. S&P currently views Solera's financial risk profile as "aggressive," as defined in S&P's criteria, which implies a leverage level below 5x. S&P had revised the outlook on July 13, 2015 to negative due to an increase in the company's pro forma leverage level to 5.4x at that time. S&P expects to resolve its CreditWatch listing when Solera completes its strategic review. SPENDSMART NETWORKS: Stockholders Elect Eight Directors ------------------------------------------------------- Spendsmart Networks, Inc., held its annual meeting of stockholders on Aug. 11, 2015, at which the stockholders: (1) elected Alex Minicucci, John Eyler, Isaac Blech, Joseph Proto, Cary Sucoff, Patrick Kolenik, Ka Cheong Christopher Leong and Jerold Rubinstein to serve on Company's Board of Directors until their successors are duly elected and qualified; (2) ratified the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year 2015; and (3) approved the compensation of the named executive officers of the Company. About SpendSmart Networks SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. SpendSmart Networks incurred a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.09 million on $0 of total revenues for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $9.99 million in total assets, $3.61 million in total liabilities and $6.37 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring net losses since inception and has yet to establish a profitable operation. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. SUNVALLEY SOLAR: Posts $238,000 Net Loss for Second Quarter ----------------------------------------------------------- Sunvalley Solar, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $238,387 on $143,682 of revenues for the three months ended June 30, 2015, compared to a net loss of $273,896 on $17,580 of revenues for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $272,613 on $1.06 million of revenues compared to a net loss of $488,155 on $19,628 of revenues for the same period a year ago. As of June 30, 2015, the Company had $6.12 million in total assets, $5.79 million in total liabilities and $322,766 in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/scFklr About Sunvalley Solar Sunvalley Solar, Inc., is a California-based solar power technology and system integration company. Since the inception of its business in 2007, the company has focused on developing its expertise and proprietary technology to install residential, commercial and governmental solar power systems. Sunvalley Solar reported a net loss of $1.28 million on $3.31 million of revenues for the year ended Dec. 31, 2014, compared with net income of $764,000 on $4.09 million of revenues for the year ended Dec. 31, 2013. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has an accumulated deficit of $3.65 million, which raises substantial doubt about its ability to continue as a going concern. TENNVADA HOLDINGS: Bankruptcy Court's Trial Ruling Reversed ----------------------------------------------------------- Judge Gloria M. Navarro of the United States District Court for the District of Nevada reversed a trial ruling of the United States Bankruptcy Court for the District of Nevada finding that Frey Irrevocable Trust had a secured claim against Tennvada Holdings 1, LLC, and that Kowalski Trust and Ruth Maasarani Trust had unsecured claims against the debtor's estate. In December 2007, Integrated Financial Associates made a loan to 1837 Tennvada Investments for $2,750,000 which funded 1837's purchase of a hotel in Memphis, Tennessee. IFA secured its loan with a deed of trust on the hotel which was recorded in Tennessee on December 31, 2007. During 1837's bankruptcy, the bankruptcy court approved two debtor-in-possession loans from the appellees. Frey, in an attempt to secure the first DIP loan, recorded a deed of trust on the hotel, but failed to provide a description of the property or street address. Kowalski and Maasarani never recorded a deed of trust to secure the second DIP loan. Subsequent to the dismissal of 1837's bankruptcy, IFA initiated foreclosure proceedings on the IFA Deed of Trust, and on December 28, 2010, the hotel was sold to Tennvada at a trustee's sale. IFA is the manager of Tennvada. On February 16, 2011 IFA and the appellees executed an agreement where IFA agreed to acknowledge the superior priority and secured status of the DIP Loans and waived all objections to the perfection and enforceability of the priority status of the DIP Loans. On April 3, 2012, Tennvada filed an adversary proceeding seeking a determination that the appellees do not have a claim against it. On September 9, 2014, the bankruptcy court issued its trial ruling, holding that Frey held a secured claim against Tennvada's estate and Kowalski and Maasarani held unsecured claims against Tennvada's estate. On appeal, Judge Navarro found that the trial record clearly established that the parties to the 2011 Agreement were mistaken as to the perfection of the DIP Loans and this fact is vital to the bargain of the 2011 Agreement. As such, Judge Navarro held that the mutual mistake warrants recission of the 2011 Agreement. The judge concluded that because the DIP Loans were unperfected at the time of the IFA foreclosure, the IFA foreclosure terminated the interests held by the appellees. Thus, the appellees do not hold claims against Tennvada's estate. The case is TENNVADA HOLDINGS 1, LLC, Appellant, v. FREY IRREVOCABLE TRUST, KOWALSKI TRUST, and RUTH MAASARANI TRUST, Appellees, Case No. 2:14-cv-02090-GMN (D. Nev.). A full-text copy of Judge Navarro's July 31, 2015 order is available at http://is.gd/l7nIl5from Leagle.com. Tennvada Holdings 1, LLC is represented by: Timothy P. Thomas, Esq. LAW OFFICES OF TIMOTHY P. THOMAS, LLC 1771 E. Flamingo Rd. Suite B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0015 Frey Irrevocable Trust, Kowalski Trust and Ruth Masarani Trust is represented by: Neil J. Beller, Esq. NEIL J. BELLER LTD 7408 W Sahara Ave Las Vegas, NV 89117 Tel: (702) 368-7767 Email: nbeller@njbltd.com -- and -- Timothy Cory, Esq. TIMOTHY S. CORY & ASSOCIATES 3016 W Charleston Boulevard Las Vegas, NV 89102 Tel: (702) 880-0688 About Tennvada Holdings Tennvada Holdings 1, LLC, based in Las Vegas, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 11-24135) on Sept. 2, 2011. Judge Linda B. Riegle was assigned to the case. The Law Offices of Timothy P. Thomas -- TTHOMAS@TTHOMASLAW.COM -- serves as the Debtor's counsel. In its petition, the Debtor scheduled $1,000,000 in assets and $3,271,345 in debts. The petition was signed by William Dyer. Debtor-affiliates that filed separate Chapter 11 petitions are: Petition Debtor Case No. Date ------ -------- ---- 325 Paso Holdings 10-34204 12/30/10 Integrated Financial Associates, Inc. 11-13537 03/14/11 Isleton Land Holdings, LP 11-12552 02/25/11 Ranches Holdings, LLC 11-13006 03/04/11 THORNTON & CO: Needs Until Aug. 28 to File Schedules ---------------------------------------------------- Thornton & Co., Inc., asks the U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, to extend until Aug. 28, 2015, its deadline to file schedules of assets and liabilities and statement of financial affairs. According to the Debtor, its petition was filed in considerable haste. The Debtor tells the Court that it urgently needed the protections of Chapter 11, because of (1) the recent steep decline in the price of petroleum, which is a foundational component of the Debtor's inventory, and (2) a breakdown in negotiations with the Debtor's primary secured lender, People's United Bank. Jeffrey M. Sklarz, Esq., and Nicholas W. Quesenberry, Esq., at Green & Sklarz LLC, in New Haven, Connecticut, represent the Debtor. About Thornton & Co. Thornton & Co., Inc. is an international distributor, trader and wholesaler of plastic resins, providing a full offering of polyethylene and polypropylene products. J. Paul Thornton, Jr. founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees, consisting of 12 people at its Southington, Connecticut headquarters, and 8 sales representatives who work in various locations. Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge Ann M. Nevins presides over the case. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian Group as financial advisor. There's a meeting of creditors under 11 U.S.C. Sec. 341(a) on Sept. 4, 2015. Proofs of claim are due by Dec. 3, 2015. THORNTON & CO: Seeks to Probe PUB, Execs Under Rule 2004(a) ----------------------------------------------------------- Thornton & Co., Inc., pursuant to Rule 2004(a) of the Federal Rules of Bankruptcy Procedure, sought and obtained authority from the U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, to examine People's United Bank, NA; Paul Flynn, executive vice president of asset-based lending at PUB; and Jeffrey Giunta, vice president at PUB; with both attendance and production of documents, and whether by agreement or by issuance of a subpoena. The Debtor asserted that a Rule 2004 examination of PUB and its executives is appropriate, in order to permit the Debtor, the United States Trustee, creditors, and the Court better to understand what drove the Debtor into bankruptcy, and how to chart a path forward for the maximum benefit of all parties in interest. About Thornton & Co. Thornton & Co., Inc. is an international distributor, trader and wholesaler of plastic resins, providing a full offering of polyethylene and polypropylene products. J. Paul Thornton, Jr. founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees, consisting of 12 people at its Southington, Connecticut headquarters, and 8 sales representatives who work in various locations. Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge Ann M. Nevins presides over the case. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian Group as financial advisor. THORNTON & CO: US Trustee, Creditors Object to Proposed Cash Use ---------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, People's United Bank, N.A., and Westlake Polymers LLC, Westlake Longview Corporation, and Equistar Chemicals, LP, object to Thornton & Co., Inc.'s request to use cash collateral securing its prepetition indebtedness. The United States Trustee for Region 2 tells the U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, that he takes no present position on the Motion until he is able to review any responses from the Debtor's secured creditors, except that he supports the Debtor's assertion that replacement liens will not be granted upon "claims and/or causes of action arising under Chapter 5 of Title 11, 11 U.S.C. Section 501 et seq." PUB asserts that the Debtor's use of cash collateral fails to properly provide for adequate protection of the Bank's interests in its collateral. The Debtor is indebted to the Bank for the total amount of $19,858,024, which consists of the amount of principal and interests under its obligations to the Bank, additional interest, attorneys's fees and costs of collection. PUB's counsel, Scott D. Rosen, Esq., at Cohn Birnbaum & Shea P.C., in Hartford, Connecticut, relates that the Debtor's purported plan in its Chapter 11 case is not a reorganization but rather a liquidation over the next six months. Mr. Rosen tells the Court that the Bank's claims are actually undersecured or only marginally collateralized on a liquidation basis and any diminution in the Bank's collateral will likely result in a significant loss for the Bank. He further tells the Court that the Debtor's motion fails to demonstrate that the Bank's claims are adequately protected during the Debtor's self-liquidation. He contends that at a minimum, the Debtor should be required to make interest payments at the contractual default rate of interest. Westlake endorses the Debtor's and U.S. Trustee's point of view that replacement liens should not extend to "claims and/or causes of action arising under Chapter 5 of Title 11, 11 U.S.C. Section 501, et seq." Westlake also alleges that absent a a secured creditor providing Debtor with new inflows of cash, post-petition receipts should not be applied to pay existing, prepetition debt to that purportedly secured creditor in an amount exceeding the new inflows of cash prior to it being determined whether the value of the collateral securing the debt to that creditor does or does not exceed the amount of the debt. Westlake further alleges that otherwise, a creditor that is not fully secured will be receiving preferential treatment over other creditors holding unsecured claims in the bankruptcy case. William K. Harrington, United States Trustee for Region 2, is represented by: Steven E. Mackey, Esq. OFFICE OF THE UNITED STATES TRUSTEE Giaimo Federal Building, Room 302 150 Court Street New Haven, CT 06510 Telephone: (203)773-2210 People's United Bank, N.A. is represented by: Scott Rosen, Esq. COHN BIRNBAUM & SHEA P.C. 100 Pearl Street, 12th Floor Hartford, CT 06103 Telephone: (860)493-2200 Facsimile: (860)727-0361 Email: srosen@cbshealaw.com -- and -- James C. Fox, Esq. Brendan C. Recupero, Esq. RUBERTO, ISRAEL & WEINER, P.C. 255 State Street, 7th Floor Boston, MA 02109 Telephone: (617)742-4200 Email: jcf@riw.com bcr@riw.com Westlake Polymers LLC, et. al. are represented by: James J. Tancredi, Esq. DAY PITNEY LLP 242 Trumbull Street Hartford, CT 06103 Telephone: (860)275-0331 Facsimile: (860)881-2471 Email: jjtancredi@daypitney.com -- and -- Mark S. Finkelstein, Esq. SHANNON, MARTIN, FINKELSTEIN, ALVARADO & DUNNE, P.C. 1001 McKinney Street, Suite 1100 Houston, TX 77002-6424 Telephone: (713)646-5503 Facsimile: (713)752-0337 Email: mfinkelstein@smfadlaw.com About Thornton & Co. Thornton & Co., Inc. is an international distributor, trader and wholesaler of plastic resins, providing a full offering of polyethylene and polypropylene products. J. Paul Thornton, Jr. founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees, consisting of 12 people at its Southington, Connecticut headquarters, and 8 sales representatives who work in various locations. Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge Ann M. Nevins presides over the case. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian Group as financial advisor. There's a meeting of creditors under 11 U.S.C. Sec. 341(a) on Sept. 4, 2015. Proofs of claim are due by Dec. 3, 2015. TRANS ENERGY: TH Exploration Terminates Purchase Agreement ---------------------------------------------------------- TH Exploration, LLC, provided notice to Trans, Energy, Inc. regarding the termination of a purchase and sale agreement dated April 3, 2015. Trans Energy and its wholly owned subsidiaries American Shale Development, Inc. and Prima Oil Company, Inc., along with Republic Energy Ventures, LLC, Republic Partners VIII, LLC, Republic Partners VI, LP, Republic Partners VII, LLC, and Republic Energy Operating, LLC, entered into the PSA pursuant to which the Sellers agreed to sell certain interests located in Wetzel County, West Virginia, including 5,159 net acres held by the Company and the Company's interest in twelve Marcellus producing wellbores, to TH Exploration. On July 30, 2015, the Buyer elected to formally extend the expiration date of the PSA until Aug. 14, 2015. The Company believes that the PSA terminated as a result of that notice. No assets were sold under the PSA. About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $12.5 million on $27.2 million of total operating revenues for the year ended Dec. 31, 2014, compared with a net loss of $17.7 million on $18.4 million of total operating revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $123 million in total assets, $139 million in total liabilities, and a $15.4 million total stockholders' deficit. TRIBUNE CO: 3rd Circ. Partially Affirms Dismissal of Plan Appeals ----------------------------------------------------------------- The United States Court of Appeals for the Third Circuit, affirmed in part, and reversed in part, a district court's dismissal of the appeals filed by Aurelius Capital Management, L.P., the Law Debenture Trust Company of New York, and Deutsche Bank Trust Company Americas from the bankruptcy court's order confirming Tribune Media Company's Chapter 11 plan of reorganization. The Third Circuit agreed with the District Court that Aurelius' appeal, which seeks to undo the crucial component of the now consummated plan, should be deemed moot. The Aurelius appeal sought to undo the settlement of the causes of action against the Leveraged Buy-out lenders, directors and officers of old Tribune, Sam Zell, and others, that were brought about by the leveraged buy-out of the old Tribune by Zell. Aurelius believes that the LBO-Related Causes of Action are worth far more than the examiner or Bankruptcy Court thought and that it can get a great deal more money in litigation than it got under the settlement. The Third Circuit reversed the District Court's dismissal and remanded the case with respect to the Trustee's Appeal. The Third Circuit held that the Trustee's Appeal seeks disgorgement from other creditors of $30 million that the Trustees believe they are contractually entitled to receive. The Third Circuit held that since the relief the Trustee's request would neither jeopardize the $7.5 billion plan of reorganization nor harm third parties who have justifiably relied on plan confirmation, their appeal is not equitably moot. The case is IN RE: TRIBUNE MEDIA COMPANY f/k/a Tribune Company, f/k/a Times Mirror Corporation, et al., Debtor AURELIUS CAPITAL MANAGEMENT, L.P., Appellant (14-3332), DEUTSCHE BANK TRUST COMPANY AMERICAS; LAW DEBENTURE TRUST COMPANY OF NEW YORK, Appellant, Nos. 14-3332, 14-3333. A full-text copy of Judge Ambro's Opinion of the Court dated August 19, 2015 is available at http://is.gd/iXmNpifrom Leagle.com. Aurelius Capital Management, L.P. and Law Debenture Trust Company of New York are represented by: Roy T. Englert, Jr., Esq. Matthew M. Madden, Esq. Hannah W. Riedel, Esq. Mark T. Stancil, Esq. ROBBINS, RUSSELL, ENGLERT, ORSECK, UNTEREINER & SAUBER 1801 K. Street, N.W. Suite 411-L Washington, D.C. 20006 Telephone: (202)775-4500 Facsimile: (202)775-4510 Email: renglert@robbinsrussell.com mmadden@robbinsrussell.com mstancil@robbinsrussell.com Deutsche Bank Trust Company Americas is represented by: David J. Adler, Esq. MCCARTER & ENGLISH 245 Park Avenue, 27th Floor New York, NY 10167 Telephone: (212)609-6800 Facsimile: (212)609-6921 Email: dadler@mccarter.com -- and -- Katharine L. Mayer, Esq. MCCARTER & ENGLISH 405 North King Street Renaissance Centre, 8th Floor Wilmington, DE 19801 Telephone: (302)984-6300 Facsimile: (302)984-6399 Email: kmayer@mccarter.com Tribune Media Company is represented by: James F. Bendernagel, Jr., Esq. SIDLEY AUSTIN 1501 K Street, N.W. Washington, DC 20005 Telephone: (202)736-8000 Facsimile: (202)736-8711 Email: jbendernagel@sidley.com -- and -- James O. Johnson, Esq. JONES DAY 555 South Flower Street, 50th Floor Los Angeles, CA 90071 Telephone: (213)489-3939 Facsimile: (213)243-2539 Email: jjohnson@jonesday.com -- and -- Candice L. Kline, Esq. Jeffrey C. Steen, Esq. SIDLEY AUSTIN One South Dearborn Street Chicago, IL 60603 Telephone: (312)835-7000 Facsimile: (312)835-7036 Email: candice.kline@sidley.com jsteen@sidley.com -- and -- J. Kate Stickles, Esq. COLE SCHOTZ 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302)652-3131 Facsimile: (302)652-3117 Email: kstickles@coleschotz.com About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. TRISTAR WELLNESS: Appoints Michael Wax Interim CFO -------------------------------------------------- TriStar Wellness Solutions, Inc.'s Board of Directors appointed Mr. Michael Wax to the position of interim chief financial officer (the Company's principal accounting officer). Mr. Wax is not related to any of the Company's current officers or directors by family or marriage. The Company's Board of Directors will be conducting a search for a permanent chief financial officer and the Company plans to hire a permanent chief financial officer as soon as possible. Mr. Michael Wax is the Company's current interim chief executive officer, the Company's chief development officer and a member of the Company's Board of Directors. He is also president & CEO of HemCon Medical Technologies, Inc., the Company's wholly-owned subsidiary. Mr. Wax does not own any shares of common stock but owns warrants to purchase 550,000 shares of the Company's common stock at $1.00 per share. Currently, Mr. Wax is not compensated for his services as a member of the Company's Board of Directors. About TriStar Wellness TriStar Wellness Solutions, Inc., offers products and technologies in the areas of wound care, women's health and therapeutic skin care. The Company is based in Westport, Connecticut. TriStar Wellness reported a net loss of $8.87 million on $5.54 million of sales revenue for the year ended Dec. 31, 2014, compared to a net loss of $12.6 million on $3.77 million of sales revenue for the year ended Dec. 31, 2014. As of March 31, 2015, the Company had $2.69 million in total assets, $14.9 million in total liabilities and a $12.2 million total stockholders' deficit. M&K CPAS, PLLC, in Houston, TX, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered reoccurring losses from operations, and has an accumulated deficit and working capital deficit as of Dec. 31, 2014. These conditions raise substantial doubt about its ability to continue as a going concern. TRISTAR WELLNESS: Delays Filing of Second Quarter Form 10-Q ----------------------------------------------------------- TriStar Wellness Solutions, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended June 30, 2015. "Partly due to the resignation of our Chief Financial Officer, Dave Horin, on August 4, 2015, data and other information regarding certain material operations of the Company, as well as its financial statements required for the filing, are not currently available and could not be made available without unreasonable effort and expense," according to the regulatory filing. About TriStar Wellness TriStar Wellness Solutions, Inc., offers products and technologies in the areas of wound care, women's health and therapeutic skin care. The Company is based in Westport, Connecticut. TriStar Wellness reported a net loss of $8.87 million on $5.54 million of sales revenue for the year ended Dec. 31, 2014, compared to a net loss of $12.6 million on $3.77 million of sales revenue for the year ended Dec. 31, 2014. As of March 31, 2015, the Company had $2.69 million in total assets, $14.9 million in total liabilities and a $12.2 million total stockholders' deficit. M&K CPAS, PLLC, in Houston, TX, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered reoccurring losses from operations, and has an accumulated deficit and working capital deficit as of Dec. 31, 2014. These conditions raise substantial doubt about its ability to continue as a going concern. TRISTAR WELLNESS: Reports $1.6-Mil. Net Loss for Second Quarter --------------------------------------------------------------- Tristar Wellness Solutions, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.66 million on $782,000 of sales revenue for the three months ended June 30, 2015, compared to a net loss of $1.93 million on $1.22 million of sales revenue for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $3.41 million on $1.9 million of sales revenue compared to a net loss of $5.5 million on $2.52 million of sales revenue for the same period in 2014. As of June 30, 2015, the Company had $2.97 million in total assets, $16.71 million in total liabilities and a $13.74 million total stockholders' deficit. During the six months ended June 30, 2015, and 2014, because of the Company's operating losses, it did not generate positive operating cash flows. The Company's cash and cash equivalents as of June 30, 2015, was $497,000. "Due to our monthly cash burn rate we have significant short term cash needs. These needs are being satisfied through proceeds from the sales of our securities and the issuance of convertible notes. We currently do not believe we will be able to satisfy our cash needs from our revenues for some time," the Company said in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/vNkzji About TriStar Wellness TriStar Wellness Solutions, Inc., offers products and technologies in the areas of wound care, women's health and therapeutic skin care. The Company is based in Westport, Connecticut. TriStar Wellness reported a net loss of $8.87 million on $5.54 million of sales revenue for the year ended Dec. 31, 2014, compared to a net loss of $12.6 million on $3.77 million of sales revenue for the year ended Dec. 31, 2014. M&K CPAS, PLLC, in Houston, TX, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered reoccurring losses from operations, and has an accumulated deficit and working capital deficit as of Dec. 31, 2014. These conditions raise substantial doubt about its ability to continue as a going concern. TRONOX INC: Bank Debt Trades at 5% Off -------------------------------------- Participations in a syndicated loan under which Tronox Inc. is a borrower traded in the secondary market at 95.26 cents-on-the-dollar during the week ended Friday, August 14, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the August 18, 2015, edition of The Wall Street Journal. This represents a decrease of 0.60 percentage points from the previous week, The Journal relates. Tronox Inc. pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on March 15, 2020. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'BBB-' rating to the loan. The loan is one of the biggest gainers and losers among 246 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, August 14. TRUMP ENTERTAINMENT: Casino Workers Prepare for Strike ------------------------------------------------------ Wayne Parrty, writing for Associated Press, reported that Atlantic City's main casino workers' union is ramping up its threat of a strike against the Trump Taj Mahal casino to seek the restoration of health insurance and pension coverage that the casino got permission from a bankruptcy judge to eliminate last October. According to the report, Trump Entertainment Resorts says it has a plan to remain open during a possible strike, but won't detail the preparations it has made. The company is being acquired by billionaire Carl Icahn, who has criticized the union's health care plan as unaffordable, the report related. Both sides are waiting for an appeals court ruling on whether the union members' benefits should be restored, the report further related. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. * * * Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware on March 12, 2015, confirmed Trump Entertainment Resorts, Inc., et al.'s Third Amended Joint Plan of Reorganization and Disclosure Statement pursuant to Section 1129 of the Bankruptcy Code. The Debtors filed on Jan. 5, 2015, the Plan and accompanying Disclosure Statement to, among other things, provide that holders of General Unsecured Claims will receive Distribution Trust Interests, which will include $1 million in cash and the proceeds, if any, of certain avoidance actions. Under the revised plan, holders of general unsecured claims are estimated to recover 0.47% to 0.43% of their total allowed claim amount. The Amended Plan also includes language reflecting the recently-approved $20 million loan from Carl Icahn. A full-text copy of the Findings of Fact is available for free at: http://bankrupt.com/misc/TRUMPENTERTAINMENT_Plan_Findings.pdf TS EMPLOYMENT: CRS Ch. 11 Cases Transferred to NY Court ------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York, in a memorandum opinion and order dated Aug. 18, 2015, ruled that the venue of the chapter 11 cases of Corporate Resource Services, Inc., and seven of its affiliated entities, will be transferred to the Southern District of New York. Judge Glenn held that the interest of justice and the convenience of the parties will best be served by transferring the Delaware Debtors' cases to the Southern District of New York Court. Despite the protestations to the contrary by the Delaware Debtors' counsel, filing the cases in Delaware could only have been done for one purpose -- to prevent one court from overseeing these related cases, Judge Glenn said. Having one court administer these cases is the most cost effective and efficient use of judicial resources, Judge Glenn concluded. The case is In re: TS EMPLOYMENT, INC, Chapter 11 Debtor, CASE NO. 15-10243 (MG)(Bankr. S.D.N.Y.). A full-text copy of Judge Glenn's Decision is available at http://is.gd/Z0ydILfrom Leagle.com. Albert Togut, Esq. -- altogut@TeamTogut.com -- Jeffrey R. Gleit, Esq. -- jgleit@teamtogut.com -- Steven S. Flores, Esq. -- sflores@teamtogut.com -- and Lauren L. Peacock, Esq. -- lpeacock@teamtogut.com -- TOGUT, SEGAL & SEGALL LLP, Attorneys for James S. Feltman, Solely in His Capacity as Chapter 11 Trustee New York, NY. Ronald S. Gellert, Esq. -- rgellert@gsbblaw.com -- GELLERT SCALI BUSENKELL & BROWN, LLC, Proposed Attorneys for the Debtors Corporate Resource Services, Inc., et al. Wilmington, DE. Barry N. Seidel, Esq. -- seidelb@dicksteinshapiro.com -- Eric B. Fisher, Esq. -- fishere@dicksteinshapiro.com -- Steven B. Smith, Esq. -- smiths@dicksteinshapiro.com -- Evan J. Zucker, Esq. -- zuckere@dicksteinshapiro.com -- DICKSTEIN SHAPIRO LLP, Attorneys for the Ad Hoc Committee of Unsecured Creditors of Corporate Resource Services, Inc., et al. New York, NY. Neal Jacobson, Esq., Alan Maza, Esq., U.S. SECURITIES AND EXCHANGE COMMISSION, Attorneys for U.S. Securities And Exchange Commission New York, New York. Monica P. Folch, Esq., PREET BHARARA, UNITED STATES ATTORNEY FOR THE SOUTHERN DISTRICT OF NEW YORK, Attorneys for the Internal Revenue Service New York, NY. About TS Employment Based in New York, TS Employment Inc. is a professional employer organization that provides payroll-related services. Its only customer is publicly held Corporate Resource Services, Inc., a diversified technology, staffing, recruiting, and consulting services firm. TS processes payroll of up to 30,000 employees. TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. Judge Martin Glenn is assigned to the case. The Debtor estimated at least $100 million in assets and debt. The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. James S. Feltman serves as Chapter 11 trustee. The Chapter 11 Trustee retains Friedman LLP as special accountant and Mesirow Financial Consulting, LLC, as accountant to provide accounting, forensic, and investigatory services. About Corporate Resource Corporate Resource Services, Inc., was a New York-based provider of employment and human resource solutions for corporations throughout the United States. CRS leases its headquarters and does not own any real property. About 90% of CRS shares are owned by Robert Cassera and the balance are traded OTC. As of Dec. 31, 2014, CRS was one of the largest employment staffing companies in the U.S., providing employment and human resources solutions for corporations with annual sales of about one billion dollars. In February 2015, CRS began an orderly wind down of operations after discovering that TS Employment, Inc., a privately held company owned by Mr. Cassera, failed to remit tens of millions of dollars of the Debtors' withholding taxes to taxing authorities. TS Employment Inc., a professional employer organization that provided payroll-related services for CRS, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. CRS and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11546) on July 23, 2015, to complete their orderly wind down of operations. Judge Kevin J. Carey presides over the Chapter 11 cases. The Debtors tapped (a) Gellert Scali Busenkell & Brown, LLC, as bankruptcy counsel, (b) Wilmer Cutler Pickering Hale & Dorr LLP, as special counsel; (c) Carter Ledyard & Milburn LLP, as special SEC counsel, (d) SSG Capital Advisors as financial advisors and investment bankers, and (e) Rust Omni LLC as claims agent. CRS estimated $10 million to $50 million in assets and $50 million to $100 million in debt. UNION DENTAL: To File Assignment of Assets Under Florida Law ------------------------------------------------------------ Union Dental Holdings, Inc. on Aug. 24 disclosed that the Company and all of its subsidiaries intend to file "An Assignment of Assets for the Benefit of Creditors under Florida Statute 727." Since all of the company's assets are cross collateralized in all loans it is the opinion of attorneys and the Company executive that the only course to try to emerge from this dilemma is to include all of the Company's in the Florida Statute 727 filing which it recently made for George D. Green DDS PA. Although similar to a bankruptcy it allows the debtor more opportunity to restructure itself under the Florida Law. This filing will virtually eliminate the possibility for UDHI to acquire Drinkable Air. About Union Dental Holdings, Inc. Union Dental Corp. -- http://www.uniondental.com-- manages a 22 operatory full service dental practice in Coral Springs, Florida. The Company operates under the name George D, Green DDS PA and is the exclusive supplier of Drinkable Air's patented ozone atmospheric water generators for the US dental industry and is a leading innovator for bringing bacteria free water into the dental operatory settings. Union Dental Holdings, Inc. operates two wholly owned subsidiaries, Direct Dental Services and Union Dental Corp. Direct Dental Services provides dentists with "areas of exclusivity" to participate with various unions including the Communications Workers of America (CWA) and the International Brotherhood of Electrical Workers (IBEW), United Association of Plumbers and Pipe Fitters (UA) and The Association of Flight Attendants - Communications Workers of America (AFA-CWA). Direct Dental Services receives annual management fees from the dentists in exchange for practicing in these "areas of exclusivity" where CWA and IBEW members use the dentists' services. USA DISCOUNTERS: Case Summary & 40 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- USA Discounters, Ltd 15-11755 aka USA Living aka Fletcher's Jewelers 6353 Center Drive Building 8, Suite 101 Norfolk, VA 23502 USA Discounters Holding Company, Inc. 15-11753 USA Discounters Credit, LLC 15-11754 Type of Business: Retail Chapter 11 Petition Date: August 24, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Laura Davis Jones, Esq. James E. O'Neil, Esq. Golin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: 302-652-4100 Fax: 302-652-4400 Email: ljones@pszjlaw.com joneil@pszjlaw.com crobinson@pszj law. com - and - Lee R. Bogdanoff, Esq. Michael L. Tuchin, Esq. Whitman L. Holt, Esq. Sasha M. Gurvitz, Esq. KLEE, TUCHIN, BQGDANOFF BL STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Tel: (310) 407-4023 Fax: (310) 407-9090 Email: lbogdanoff@ktbslaw. com mtuchin@ktbslaw.com wholt@ktbslaw.com sgurvitz@ktbslaw. com Debtors' KURTZMAN CARSON CONSULTANTS, LLC Claims and Noticing Agent: Estimated Assets: $100 million to $500 million Estimated Liabilities: $50 million to $100 million The petition was signed by Timothy W. Dorsey, vice president. Consolidated List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ashley Furniture Merchandise $240,113 Featherstone Investors LLC Landlord $109,639 1430 EP Partners LLC Landlord $83,568 Penske Truck Leasing Co LP Services $82,640 BB & T of VA Business Loan Center Lease $76,930 BB & T Credit Card Credit Card $75,886 Five Star Mattress (SERTA) Merchandise $75,643 Security Wards LLC Landlord $70,936 Rocket Jewelry Box Inc. Trade $68,839 Travelers Insurance/Tax $59,742 Cargo Consolidation Services Inc. Services $59,210 Almo Distribution PA Inc. Merchandise $58,921 Maryland Crossing Realty, LLC Landlord $58,191 PK II Oceanside Town & Country LP Landlord $55,475 Adams & Knight Inc. Advertising $51,847 New Mission LLC "A" Store Landlord $47,678 IR-Two Rivers Center LLC Landlord $42,122 CC Westland Joint Venture Landlord $40,361 Nassimi Amsterdam Landlord $39,748 Nonstop Delivery Inc. Services $38,155 LBJ Ventures LLC Landlord $37,638 Elda GA AU LLC Landlord $36,000 Florida State Games, Inc. Merchandise $35,633 Parma Family LP Landlord $33,249 Townwest Shopping Center Inc. Landlord $32,226 SRS No. 1 LC Landlord $31,486 New Age Electronics Merchandise $30,794 New Missions II LLC "B" WHSE Landlord $30,251 Tache USA Merchandise $29,344 Killeen ATM LLC Landlord $27,949 Charles Flowers & Barbara Gilliam Landlord $27,152 Enterprise Shopping Center Landlord $26,763 Broadway Triple D LLC Landlord $24,522 Standard Furniture Merchandise $24,388 Pacific Realty Associates, L.P. Landlord $24,145 Brainstorm Logistics LLC Merchandise $21,711 Wells Fargo Financial Leasing Lease $21,307 Coliseum Partners LLC Landlord $21,156 Security Resources Inc. Security $20,947 USC-TEXAG Landlord $20,913 VERITEQ CORP: Failure to File Form 10-Q Constitutes Default ----------------------------------------------------------- VeriTeQ Corporation filed a Form 12 b-25, Notification of Late Filing, with the Securities and Exchange Commission with respect to its quarterly report on Form 10-Q for the period ending June 30, 2015. The Company did not file within the extension period and is experiencing liquidity and capitalization deficiencies. The Company's failure to timely file its Form 10-Q constitutes an event of default on its outstanding convertible promissory notes in the aggregate principal amount of $3.2 million. The Company said it does not have the financial resources to repay this indebtedness. While the Company is currently in discussions with several parties and is considering several strategic and financial alternatives that would assist in recapitalizing the Company, there are currently no firm commitments for any additional financings and no assurances can be given that the Company will be able to raise the necessary capital to continue its operations and execute its business plan. On Aug. 19, 2015, Daniel E. Penni resigned as a member of the Company's Board of Directors. Mr. Penni's resignation did not involve any disagreement on any matter related to the Company's operations, policies or practices. About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ -- http://www.veriteqcorp.com/-- offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. Veriteq reported a net loss of $3.91 million on $151,000 of sales for the year ended Dec. 31, 2014, compared to a net loss of $18.2 million on $18,000 of sales for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $1.66 million in total assets, $9 million in total liabilities, $1.84 million in series D preferred stock, and a $9.18 million total stockholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred recurring net losses, and at Dec. 31, 2014, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VICKSBURG PARTNERSHIP: Case Summary & 9 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Vicksburg Partnership LLP 4999 France Avenue South, Suite 245 Minneapolis, MN 55410 Case No.: 15-42950 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: August 24, 2015 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Hon. Katherine A. Constantine Debtor's Counsel: Patti J. Sullivan, Esq. SULLIVAN LAW FIRM PA 1595 Selby Ave Ste 205 St Paul, MN 55104 Tel: 651-699-4825 Email: patti@mnmicro.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas R. Lohmann, managing partner. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/mnb15-42950.pdf WAFERGEN BIO-SYSTEMS: Files Preliminary Form S-1 Prospectus ----------------------------------------------------------- Wafergen Bio-Systems, Inc., filed with the Securities and Exchange Commission a Form S-3 registration statement relating to the offering of [__] Class A Units, with each Class A Unit consisting of [__] shares of common stock and [__] warrants to purchase shares of the Company's common stock (together with the shares of common stock underlying such warrants) at a public offering price of $[__] per Class A Unit. Each warrant included in the Class A Units entitles its holder to purchase one share of common stock at an exercise price of $[__]. The Company is also offering to those purchasers, whose purchase of Class A Units in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.98% of the Company's outstanding common stock following the consummation of this offering, the opportunity to purchase, in lieu of Class A Units that would result in ownership in excess of 9.98%, Class B Units, with each Class B Unit consisting of one share of Series 2 Convertible Preferred Stock, par value $0.001 per share, convertible into [__] shares of common stock and [__] warrants to purchase shares of the Company's common stock (together with the shares of common stock underlying such shares of Series 2 preferred stock and warrants) at a public offering price of $[__] per Class B Unit. Each warrant included in the Class B Units entitles its holder to purchase one share of common stock at an exercise price of $[__]. The underwriters have the option to purchase up to (i) [__] additional shares of common stock, and/or (ii) additional warrants to purchase up to [__] additional shares of common stock solely to cover over-allotments, if any, at the price to the public less the underwriting discounts and commissions. The over-allotment option may be used to purchase shares of common stock, or warrants, or any combination thereof, as determined by the underwriters, but those purchases cannot exceed an aggregate of 15% of the number of shares of common stock (including the number of shares of common stock issuable upon conversion of shares of Series 2 Convertible Preferred Stock) and warrants sold in the primary offering. The Company's common stock is currently traded on the Nasdaq Capital Market under the symbol "WGBS." On Aug. 12, 2015, the closing price of the Company's common stock was $1.33 per share. The Company does not intend to apply for listing of the shares of preferred stock or warrants on any securities exchange or other trading system. The preferred stock and the warrants will be issued in book-entry form pursuant to a preferred stock agency agreement between the Company and Continental Stock Transfer & Trust Company, as preferred stock agent, and a warrant agency agreement between the Company and Continental Stock Transfer & Trust Company, as warrant agent, respectively. A full-text copy of the Form S-1 is available for free at: http://is.gd/JLv2PP About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen Bio-systems reported a net loss of $10.7 million in 2014, a net loss of $16.3 million in 2013 and a net loss of $8.97 million in 2012. As of June 30, 2015, the Company had $13.2 million in total assets, $6.9 million in total liabilities and $6.3 million in total stockholders' equity. WALKER III - VOSS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Walker III - Voss, LLC 420 E 58th Ave., Ste. 200 Denver, CO 80216 Case No.: 15-19428 Chapter 11 Petition Date: August 24, 2015 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Harvey Sender, Esq. SENDER WASSERMAN WADSWORTH, P.C. 1660 Lincoln St., Ste. 2200 Denver, CO 80264 303- 296-1999 Fax: 303-296-7600 Email: Sendertrustee@sendwass.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Craig J. Walker, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. WAYNE COUNTY: Fitch Affirms & Removes 'B' Rating on Michigan Bonds ------------------------------------------------------------------ Fitch Ratings affirms and removes from Rating Watch Negative the 'B' ratings on the following Wayne County, Michigan bonds: -- $186 million limited tax general obligation (LTGO) bonds issued by Wayne County; -- $51.3 million building authority (stadium) refunding bonds, series 2012 (Wayne County LTGO) issued by Detroit/Wayne County Stadium Authority; -- $200 million building authority bonds issued by Wayne County Building Authority; -- Wayne County unlimited tax general obligation (ULTGO) (implied). The Rating Outlook is Stable. SECURITY LTGO bonds issued by the county carry the county's general obligation ad valorem tax pledge, subject to applicable charter, statutory and constitutional limitations. Stadium authority and building authority bonds are backed by lease payments from the county to the respective authority. The obligation to make the rental payments is not subject to appropriation, setoff or abatement for any cause, and carries the county's LTGO pledge. KEY RATING DRIVERS CONSENT AGREEMENT IMPROVES PROSPECTS: Removal of the Negative Watch reflects elimination of the immediate uncertainty of which path the county might choose under Act 436. The county recently entered into a consent agreement with the state under Act 436 that affords to the county's executive and legislative branches many, but not all, of the emergency manager powers and which may improve expenditure flexibility. SEVERE FINANCIAL DISTRESS: The 'B' rating reflects the county's substantial financial challenges which have resulted in persistent structural and accumulated deficits. Previous lack of significant revenue or expenditure flexibility has hampered efforts to address the imbalance. RECOVERY PLAN EXECUTION RISK: The county has reported making progress towards structural deficit elimination, with the remainder of the plan reliant upon use of consent agreement powers. Successful execution of the plan hinges on cooperation between the county executive and the county commission, which have been jointly granted many of the powers under the consent agreement. STRESSED ECONOMY SLOW TO RECOVER: The weak local area economy is reflected in elevated unemployment rates, population loss and below-average income levels. RATING SENSITIVITIES LIQUIDITY DETERIORATION: Inability to maintain adequate liquidity, either internally or by external borrowing, would lead to a cash flow crisis and trigger a further downgrade. RECOVERY PLAN EXECUTION: Successful achievement of remaining recovery plan elements, with the expected savings, would indicate a positive change in the rating trajectory. An inability to achieve the needed savings could lead to negative rating action. CREDIT PROFILE RECOVERY PLAN KEY TO POTENTIAL CREDIT IMPROVEMENT The county's recovery plan includes efforts to solve the recurring, structural operating deficit as well as eliminate the accumulated general fund deficit. Progress toward accumulated general fund deficit elimination has been largely due to transfers of unrestricted delinquent tax revolving fund (DTRF) balance. Additional transfers from this fund are expected to bring total general fund balance to a positive position by the end of the fiscal year (Sept. 30). Achievement of structural budgetary balance will be key to maintaining a positive general fund balance over time. The plan identifies $52.7 million of measures to cure the structural deficit. The county reports that $28 million of these (54% of the plan) have been implemented. CONSENT AGREEMENT IMPROVES PROSPECTS FOR STRUCTURAL BALANCE The county recently negotiated and the county commission formally approved an Act 436 consent agreement with the state. The consent agreement affords the county tools that can improve its expenditure flexibility but only if the executive and legislative branches of government can cooperate on their execution. An inability of those two branches to work together, as was the case under Detroit's consent agreement, could lead the county to pursue one or more of the remaining avenues under Act 436: neutral evaluation, emergency manager, and Chapter Nine bankruptcy. Failure of the consent agreement would be a credit negative as neutral evaluation would likely be ineffective post-consent agreement, and emergency management and bankruptcy would likely be detrimental to bondholders. The most important aspects of the consent agreement are those that deal with labor. Most of the county's collective bargaining agreements are expired and negotiations are ongoing. The recovery plan calls for significant savings ($22.9 million) from wages, benefits (including $13.3 million from pensions), outsourcing and layoffs. This represents the bulk of the remaining $24.7 million structural deficit. If the contracts remain unsettled after the consent agreement has been in place for 30 days (mid-September) the county will have the ability to impose terms, which should give the county significant leverage during negotiations. Successful negotiation (or imposition) of the recovery plan elements would indicate a potential improvement in the county's rating, as would fiscals 2015 and 2016 audited results matching plan expectations. REDUCED DEFICIT POSITION AIDED BY TRANSFERS The county projects ending fiscal 2015 with a $3.3 million general fund operating surplus, which, along with a $78.7 million DTRF transfer should put the total general fund balance into, and the unassigned general fund balance close to, positive territory. Achievement of structural balance goals will be critical to maintaining or improving this status. Without the recovery plan savings, projections show a return to a general fund accumulated fund deficit position in fiscal 2016, with operating deficits causing the accumulated deficit to continue to grow, reaching -$200 million by the end of the projection period in 2019. Fitch does not expect the DTRF to be an ongoing source for major deficit elimination. After this fiscal year, Fitch expects the fund to generate a more moderate amount of cash of around $30 million-$40 million annually for operating transfers to the general fund as delinquencies return to more of a steady state. ECONOMY SHOWS PERSISTENT STRESS The Detroit area economy remains pressured after severe weakening during the recent recession. Socioeconomic indices for county residents are below average overall, as the effect of impoverished city residents outweighs that of the relatively wealthier suburban residents. Median household income was 85% of the state and 78% of the nation. The individual poverty rate of 24.5% is well above the state and national averages of 16.8% and 15.4%, respectively. Market value per capita is also well below average at $50,000, reflecting the weakened housing market. The county unemployment rate remained above the state and U.S. levels throughout the recession but is showing signs of improvement. The seasonally unadjusted June 2015 rate of 7.7% is lower than the 10.5% recorded a year prior and well below the peak of 17.9% recorded in July 2009. Total employment and the labor force have both contracted severely over the last decade although recent trends point toward stabilization. ABOVE-AVERAGE DEBT BURDEN The high debt burden of 8.2% of market value is largely attributable to considerable borrowing by overlapping governments but nevertheless presents a practical limitation on future debt issuance flexibility. The county's net direct debt is a modest 0.5% of market value. Future new money borrowing plans are uncertain, as plans for the jail construction are not yet settled. The county recently halted the jail project, for which it borrowed $200 million in 2010, when cost projections rose from $300 million to $390 million. Management is evaluating its options for the site and the consent agreement requires the county to submit a new plan by January 2016. Fitch will monitor developments and evaluate the potential impact on operating and capital costs. SUBSTANTIAL LEGACY OBLIGATIONS The county maintains two single-employer pension plans, the smaller of which is currently fully funded from state contributions. The larger plan reported a low 45.1% funding ratio at the end of fiscal 2013 using the county's 7.75% return assumption, which equates to an even weaker estimated 41.7% funding ratio when adjusted by Fitch to reflect a 7% discount rate. The $910 million unfunded actuarial accrued liability (2013) was a moderate 1% of market value. The pension actuarial required contribution (ARC) has more than tripled in recent years, from $18.4 million in 2008 to $51.7 million in fiscal 2012. The county contributed less than the ARC only in fiscals 2011 and 2012, relying upon transfers from the pension fund's inflation equity reserve to make up the difference. This strategy resulted in technical meeting of the ARC, but not an overall increase in pension assets. The state supreme court recently ordered the county to repay these amounts. The county has approved a one-year judgment funding levy to meet most of the payment. The recovery plans calls for changes to the pension plan which, if achieved, are described as generating $13.3 million of recurring budgetary savings as well as reductions to the unfunded liability. The county currently funds its other post-employment benefits (OPEB) on a pay-as-you-go basis. The unfunded actuarially accrued liability is large at $1.3 billion or 1.5% of market value. A recent legal settlement regarding a certain class of retirees is projected to reduce annual OPEB costs as well as the unfunded liability significantly. If the county is successful in achieving further recovery plan savings, both annual costs and the unfunded liability would decline even more. Carrying costs for debt service, pension ARC and OPEB pay-go are currently moderate at 16.7% of governmental spending; however, absent achievement of recovery plan changes to the pension and OPEB plans, Fitch expects carrying costs to rise in the near term, given the projected trajectory of the pension ARC. WESTMORELAND COAL: Presented at BB&T Capital Coal Summit -------------------------------------------------------- Westmoreland Coal Company made an investor presentation at BB&T Capital Markets St. Louis Coal Summit on Aug. 11-12, 2015, at which the Company disclosed, among other things, recent accomplishments. The Company said it is on track to record 2015 Adjusted EBITDA of $235 million to $270 million. The Company also received credit rating upgrade from both Moody's and S&P. It received significant contract extensions and agreements. A copy of the slides used at the Presentation is available at http://is.gd/dyhhod About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal Company reported a net loss applicable to common shareholders of $173 million in 2014, a net loss applicable to common shareholders of $6.05 million in 2013 and a net loss applicable to common shareholders of $8.58 million in 2012. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WILTON BRANDS: Moody's Raises CFR to Caa1, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded Wilton Brands, LLC's Corporate Family Rating to Caa1 from Caa2 and Probability of Default Rating (PDR) to Caa2-PD/LD from Ca-PD. At the same time, Moody's downgraded the rating on the company's term loan to Caa2 from B3. The ratings outlook is stable. The CFR and PDR upgrade reflect an improvement in credit quality following the conversion of a term loan at Wilton Sub Holdings Inc. (Holdco), an indirect parent of Wilton, into preferred equity of a parent entity of Holdco. Approximately $500 million of debt was converted into preferred equity reducing Wilton's second quarter 2015 debt/EBITDA to 3.7 times pro forma for the conversion from 8.5 times without the conversion. The conversion of Holdco debt was one component of an amendment to Wilton's term loan. As part of the amendment, the maximum leverage covenant was increased to 4.5 times from 3.75 times. Prior to this amendment it was scheduled to step down to 3.5 times in the fourth quarter of 2015. It now remains at 4.5 times through 2015 stepping down over time to 3.75 times. Moody's expects the company to remain in compliance with this covenant over the next twelve months. Moody's considers the conversion of Holdco debt into preferred equity as a distressed exchanged, which the rating agency considers a default. Moody's appended the revised Caa2-PD PDR with an "/LD" designation indicating a limited default, which will be removed in three business days. The downgrade of Wilton's term loan rating to Caa2 is a result of the material change in the company's capital structure following the conversion of Holdco debt to equity. Prior to the conversion, the significant amount of Holdco debt had provided a relative ratings lift to the term loan. With the elimination of that debt within the capital structure, the lift is diminished. The Caa2 rating on the term loan, one notch lower than the CFR, now reflects its junior position relative to the company's asset-based revolver. "While the conversion of Holdco debt to preferred equity benefits credit quality, challenges remain" said Dominick D'Ascoli, Vice President at Moody's. "Wilton must continue to deal with its multi-year decline in revenue caused by the secular decline in some products as consumers shift towards digital media and other competing leisure-time activities, as well as private label competition. It will also need to successfully refinance its term loan prior to December 2017 when amortization steps up to $65 million per quarter -- a level which the company will be unable to service", he continued. Ratings Upgraded: Wilton Brands, LLC -- Corporate Family Rating to Caa1 from Caa2 -- Probability of Default Rating to Caa2-PD/LD from Ca-PD Rating Downgraded: Wilton Brands, LLC -- Senior Secured Term Loan due 08/30/18 to Caa2 (LGD 3) from B3 (LGD 3) The rating outlook is stable. RATINGS RATIONALE Wilton's Caa1 CFR reflects increasing amortization payments leading to minimum cash flow cushion. The rating also reflects Moody's expectation of a continued drop in revenues and earnings driven by the secular decline in some products as consumers shift towards digital media and other competing leisure-time activities as well as private label competition. These negative credit factors overshadow Wilton's strong brands and leading positions in certain product categories. The stable rating outlook reflects Moody's expectation that Wilton will be able to meet term loan amortization payments until the fourth quarter of 2017 and that there will only be modest declines in earnings. Ratings could be lowered if operating results or liquidity deteriorate. Ratings could also be lowered if there is an increase in the probability of any other transaction that Moody's would consider a distressed exchange or if the company is not able to meet amortization payments though internally generated cash. Rating could be raised if revenue and earnings stabilize and there is a strengthening of liquidity. Ratings could also be raised upon the successful refinancing of the term loan. The principal methodology used in these ratings was Global Packaged Goods published in June 2013. Other methodologies used include Loss Give Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published June 2009. Headquartered in Woodridge, Illinois, Wilton Brands LLC is a leading supplier in the U.S. crafts industry. It sells a wide range of products including those for baking, cake decorating, other food crafting, specialty housewares, sewing patterns, knitting, crocheting, sewing, fashion crafts, needlecraft, home decorating, paper crafting and memory keeping. Revenue was $622 million for the twelve months ended June 30, 2015. TowerBrook Capital Partners is the company's controlling equity sponsor. WILTON HOLDINGS: S&P Lowers Corporate Credit Rating to 'SD' ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Woodbridge, Ill.-based Wilton Holdings Inc. to 'SD' from 'CC'. The issue-level rating on the company's $400 million term loan due 2018 remains unchanged at 'CC' because there is no cross-default and the company continues to make payments on this debt. The recovery rating on the term loan remains '3', which indicates S&P's expectation for meaningful recovery (50% to 70%, at the high end of the range) in the event of a payment default. "The downgrade follows Wilton's launch of its capital structuring plan by exchanging its roughly $514 million holdco PIK notes into preferred equity, which we view as junior in ranking and which will no longer have a final maturity date," said Standard & Poor's credit analyst Beverly Correa. XRPRO SCIENCES: Reports $1.3 Million Net Loss for Second Quarter ---------------------------------------------------------------- XRPro Sciences, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss applicable to common stock of $1.33 million on $95,158 of sales for the three months ended June 30, 2015, compared to a net loss applicable to common stock of $1.21 million on $82,662 of sales for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss applicable to common stock of $2.82 million on $125,811 of sales compared to net income applicable to common stock of $4.06 million on $336,882 of sales for the same period a year ago. As of June 30, 2015, the Company had $8.86 million in total assets, $1.45 million in total liabilities, $133,350 in series A cumulative convertible redeemable preferred stock, and $7.27 million in total stockholders' equity. The Company recently concluded a private placement offering with gross proceeds of $8,855,000 providing the Company with sufficient capital resources to meet its projected cash flow requirements in conducting its operations for at least the next twelve month period commencing on June 30, 2015. However, the Company said there can be no assurance that additional and unforeseen non-recurring expenses will not arise during the next twelve month period or that the Company will be successful in completing its business development plan. A full-text copy of the Form 10-Q is available for free at: http://is.gd/ZFNMmu About XRpro Sciences XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals Inc. -- http://www.xrpro.com/-- provides a unique platform for drug discovery and development services featuring high throughput screening of ion channel assays for the pharmaceutical industry. The Company's proprietary advances in X-ray fluorescence provide measurements that would otherwise be difficult or impossible applying other readily available technologies. XRpro technology directly measures the activity of a drug target, without the need for costly and artifact-causing chemical dyes or radiolabels. XRPro Sciences reported a net loss applicable to common stock of $569,000 in 2014 following a net loss applicable to common stock of $5.88 million in 2013. Z TRIM HOLDINGS: Posts $13.6 Million Net Loss for Second Quarter ---------------------------------------------------------------- Z Trim Holdings, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $13.6 million on $401,088 of total revenues for the three months ended June 30, 2015, compared to a net loss of $1.57 million on $212,154 of total revenues for the same period in 2014. For the six months ended June 30, 2015, the Company reported a net loss of $21.31 million on $615,831 of total revenues compared to a net loss of $3 million on $528,624 of total revenues for the same period during the prior year. As of June 30, 2015, the Company had $1.66 million in total assets, $3.51 million in total liabilities and a $1.8 million total stockholders' deficit. As of June 30, 2015, the Company had a cash balance of $26,516, a decrease from a balance of $1,027,713 at Dec. 31, 2014. At June 30, 2015, the Company had working capital deficit of $2,946,470, as compared to working capital deficit of $539,935 as of Dec. 31, 2014. The decrease in working capital primarily resulted from the decreases in cash, inventory, and short-term borrowings offset by the increase in the derivative liability. A full-text copy of the Form 10-Q is available for free at: http://is.gd/lo9O3J About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. Z Trim Holdings reported a net loss of $5.57 million in 2014, following a net loss of $13.4 million in 2013. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company does not have enough cash on hand to meet its current liabilities and has had reoccurring losses as of Dec. 31, 2014. These conditions raise substantial doubt about its ability to continue as a going concern. Z TRIM HOLDINGS: Posts $401,088 Sales for Second Quarter -------------------------------------------------------- Z Trim Holdings, Inc., announced its best second quarter in company history reporting sales of $401,088, which represents 89% growth over the prior year's second quarter. On a year to date basis, the volume of product sold is also an all-time high. "We have been laser focused on the meat and dairy industries to drive the sales of Z Trim," said Z Trim CEO Ed Smith. "Finding the right end-user at the right price is critical to our success and it appears that our new pricing strategy is sparking interest. Our recent results demonstrate a new momentum which we expect to accelerate from here." "As the prices for meats and dairy continue to rise, food manufacturers are discovering that Z Trim is the right choice," said Lynda Carroll, Z Trim VP of Applications. "When we show them how much we can lower their costs while simultaneously contributing to a better finished product, the decision making becomes easy." About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. Z Trim Holdings reported a net loss of $5.57 million in 2014, following a net loss of $13.4 million in 2013. As of March 31, 2015, the Company had $2.03 million in total assets, $4.47 million in total liabilities and a $2.43 million total stockholders' deficit. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company does not have enough cash on hand to meet its current liabilities and has had reoccurring losses as of Dec. 31, 2014. These conditions raise substantial doubt about its ability to continue as a going concern. ZYNEX INC: Incurs $501,000 Net Loss in Second Quarter ----------------------------------------------------- Zynex, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $501,000 on $3.07 million of net revenue for the three months ended June 30, 2015, compared to a net loss of $5.55 million on $1.34 million of net revenue for the same period during the prior year. For the six months ended June 30, 2015, the Company reported a net loss of $1.40 million on $6.25 million of net revenue compared to a net loss of $7 million on $4.51 million of net revenue for the same period a year ago. As of June 30, 2015, the Company had $5.41 million in total assets, $8.05 million in total liabilities and a $2.63 million total stockholders' deficit. Thomas Sandgaard, CEO commented: "We made excellent progress in the electrotherapy segment during the second quarter and are seeing the benefits from the nationwide rollout of our EZ Rx order program. Orders for compound pharmacy transdermal pain creams were negatively impacted by TRICARE ceasing reimbursement early in the second quarter. Revenue has stabilized over the past few quarters at just over $3.0 million. Based on the recent order and billing trend, we anticipate total net revenue for the third quarter of 2015 to be in the range of $3.2 to $3.4 million with positive earnings before interest, taxes depreciation and amortization." Sandgaard continued: "We continue to be very optimistic about the development of our new Blood Volume Monitor. We completed building the first production units and have recently signed an agreement for placement of units with hospitals for field testing and validation. We expect to submit our complete application to the FDA by the end of the third quarter." A full-text copy of the Form 10-Q is available at: http://is.gd/2CIjP0 Zynex Inc. Zynex, Inc., develops, manufactures and markets medical equipment. The Lone Tree, Colorado-based Company offers electrotherapy products for home use, cardiac monitoring apparatus for hospital use, and EMG and EEG diagnostic devices for neurology clinic use. Zynex reported a net loss of $6.23 million on $11.1 million of net revenue for the year ended Dec. 31, 2014, compared to a net loss of $7.34 million on $21.7 million of net revenue for the year ended Dec. 31, 2013. GHP Horwath, P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, noting that the Company incurred significant losses in 2014 and 2013, and has limited liquidity. These factors raise substantial doubt about its ability to continue as a going concern. [*] Analyst Says Bankruptcy Looms for Some Oil Companies -------------------------------------------------------- Rhonda Schaffler of TheStreet reported that Amrita Sen, Senior Oil Analyst at Energy Aspects said the recent steep drop in oil prices may lead to some oil company going out of business within a few weeks. According to Ms. Sen, low oil prices could reduce companies' borrowing lines of credit from banks, which come up for renewal on October 1. "The banks will look back at the last twelve months of WTI prices, which on average has been about $45 a barrel if not lower," said Ms. Sen, according to TheStreet. "And suddenly the amount of money available to these U.S. producers to borrow is half, less than half in some cases, compared to a year ago. That makes it very, very difficult for them to continue investing, continue drilling." Ms. Sen noted that that if prices stay at current levels or drop further, [some] companies will be forced to file for bankruptcy as early as October. Ms. Senn pointed out that: -- Linn Energy and Energy XXI have already exhausted more than 75% of the credit available to them, and they are in a "more tricky position" than some of the bigger companies. She said they're possible bankruptcy candidates. -- there are several companies likely to see their borrowing bases reduced by over 50%; and a reduction in credit will force further capital expenditure cuts among energy companies. These are Midstates Petroleum, Resolute Energy, W&T Offshore, Breitburn Energy, Energy XXI and Comstock Petroleum. [*] Moody's Reviews Offshore Drillers for Downgrade --------------------------------------------------- Moody's Investors Service placed the ratings of eleven offshore drilling companies under review for downgrade. The companies under review include, Diamond Offshore Drilling, Inc. (A3), Ensco plc (Baa1), Noble Corporation (Cayman Island) (rated subsidiaries Baa3), Rowan Companies Inc. (Baa3), Transocean Inc. (Ba1 Corporate Family Rating or CFR), Atwood Oceanics, Inc. (Ba2 CFR), Seadrill Partners LLC (Ba3 CFR), Shelf Drilling Midco, Ltd. (Ba3 CFR), Ocean Rig UDW Inc. (B2 CFR), Paragon Offshore plc (B2 CFR), and Pacific Drilling S.A. (B3 CFR). Moody's also affirmed the P-2 Commercial Paper Ratings for Diamond Offshore and Ensco plc, respectively. RATINGS RATIONALE "The review reflects Moody's concern that offshore drilling contractors will face an extremely challenging operating environment through at least 2017," said Sajjad Alam, Moody's Analyst. "Sustained weak crude oil prices and a steady supply of newbuild rigs will cause significant credit erosion as contracted backlogs, revenues and cash flows continue to fade. Against this macro backdrop, fewer offshore drilling opportunities will be available, resulting in a potentially prolonged period of lower dayrates and fleet utilization." Moody's review will focus on each drilling company's financial flexibility and liquidity, contracted revenue backlog, fleet quality/capability, customer composition, market position, and newbuild capex commitments and contract exposure. Moody's will also consider industry-specific factors such as global offshore rig demand, newbuild supply, rig retirements and potential dayrates within the context of Moody's assumed commodity prices. Crude oil prices showed renewed weakness in July and benchmark Brent prices are down about 30% to $44/barrel (WTI down ~35% to $39/barrel) after briefly stabilizing around the $60-$65/barrel level during May and June, 2015. Moody's expects oil prices to remain volatile and rise minimally through 2017. Upstream capital spending is likely to continue at low levels as producers re-align their respective cost structures to manage through a low and uncertain commodity price environment. Moody's expects lower E&P capital spending will lead to a protracted downturn for the offshore contract drilling industry, which is already struggling with an overcapacity problem and has experienced sharply lower dayrates in 2015 in the context of limited customer contract awards. The full effect of this downturn on offshore drillers' earnings potential and leverage position hasn't been fully revealed because of the long-term nature of offshore drilling contracts. Leverage is expected to increase sharply by the end of 2017 as current drilling obligations are completed or are replaced with lower price contracts. In light of these adverse industry developments and the likely prolonged nature of this challenging operating environment, there is a substantial risk for ratings downgrades. Moody's will conduct an in-depth analysis of each of the specified rated drillers over the next couple of months and reach a rating conclusion based on our view of each company's projected financial performance and ability to navigate this industry downturn. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. Ratings Under Review for Downgrade: Issuer: Diamond Offshore Drilling, Inc. Senior Unsecured Rating, A3 Outlook, Under Review Issuer: Ensco plc Senior Unsecured Rating, Baa1 Outlook, Under Review Issuer: Ensco International Incorporated Senior Unsecured Rating, Baa1 Outlook, Under Review Issuer: Pride International, Inc. Senior Unsecured Rating, Baa1 Outlook, Under Review Issuer: Noble Corporation (Cayman Island) Backed Senior Unsecured Commercial Paper Rating P-3 Issuer: Noble Drilling Corporation (debt assumed by Noble Holding (U.S.) Corporation) Backed Senior Unsecured Rating, Baa3 Issuer: Noble Holding International Limited Backed Senior Unsecured Rating, Baa3 Backed Senior Unsecured Shelf Rating, (P)Baa3 Outlook, Under Review Issuer: Rowan Companies Inc Senior Unsecured Rating, Baa3 Outlook, Under Review Issuer: Transocean Inc. Corporate Family Rating, Ba1 Probability of Default Rating, Ba1-PD Senior Unsecured, Ba1(LGD4) Outlook, Under Review Issuer: Atwood Oceanics, Inc. Corporate Family Rating, Ba2 Probability of Default Rating, Ba2-PD Senior Unsecured, Ba3(LGD5) Senior Unsecured Shelf Rating, (P)Ba3 Outlook, Under Review Issuer: Seadrill Partners LLC Corporate Family Rating, Ba3 Probability of Default Rating, Ba3-PD Outlook, Under Review Issuer: Seadrill Operating LP Senior Secured Credit Facility, Baa3 Backed Senior Secured Credit Facility, Ba3(LGD3) Outlook, Under Review Issuer: Ocean Rig UDW Inc. Corporate Family Rating, B2 Probability of Default Rating, B2-PD Senior Unsecured, Caa1(LGD6) Outlook, Under Review Issuer: Drill Rigs Holdings Inc. Backed Senior Secured Notes, B3(LGD4) Outlook, Under Review Issuer: Drillships Financing Holding Inc. Backed Senior Secured Credit Facility, B2(LGD3) Outlook, Under Review Issuer: Drillships Oceans Ventures Inc. Backed Senior Secured Credit Facility, B2(LGD3) Outlook, Under Review Issuer: Shelf Drilling Midco, Ltd. Corporate Family Rating, Ba3 Probability of Default Rating, Ba3-PD Senior Secured Credit Facility, B1(LGD5) Outlook, Under Review Issuer: Shelf Drilling Holdings, Ltd. Senior Secured Second Lien Notes, Ba3(LGD3) Outlook, Under Review Issuer: Paragon Offshore plc Corporate Family Rating, B2 Probability of Default Rating, B2-PD Senior Secured Credit Facility, Ba3(LGD2) Senior Unsecured, Caa1(LGD5) Outlook, Under Review Issuer: Pacific Drilling S.A. Corporate Family Rating, B3 Probability of Default Rating, B3-PD Senior Secured Credit Facility, B3(LGD3) Senior Secured Notes, B3(LGD3) Outlook, Under Review Issuer: Pacific Drilling V Ltd. Backed Senior Secured Notes, Caa1(LGD4) Outlook, Under Review Ratings Affirmed: Issuer: Diamond Offshore Drilling, Inc. Senior Unsecured Commercial Paper at P-2 Issuer: Ensco plc Senior Unsecured Commercial Paper at P-2 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2015. 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 or Nina Novak at 202-362-8552. *** End of Transmission ***