On the Auction Block: iPic-Gold Class Entertainment, Inc.

iPic-Gold Class Entertainment, Inc. (IPIC) has filed a Chapter 11 case in Delaware to sell its business through a “363” bankruptcy auction.

iPic’s Rise… and Fall

IMG_7496.jpgiPic is a Florida-based, publicly traded movie theater and restaurant company with 16 locations in 9 states that provide a “luxurious movie-going experience at an affordable price.” iPic touts its high-quality, chef-driven culinary and mixology offerings in unique destinations that include premium movie theaters, restaurants and lounges. The debtors’ restaurant concepts include: (1) The Tuck Room, a “drinking and dining den” with locations in Florida, New York, and Texas; (2) The Tuck Room Tavern, which serves “Craveable American Cuisine” in Los Angeles; (3) Tanzy Restaurant, offering modern Italian dining in Florida and Arizona; and (4) City Perch Kitchen + Bar, with seasonal American dining in Maryland, New Jersey and New York.

After achieving double-digit growth supported by its unique offerings and market position, new market entrants and competitive pricing slowed iPic’s growth.  Although demand for shares following iPic’s 2018 IPO was “strong,” the situation was compounded when institutional investors could not fund their commitment to the offering, with the total capital raised of $17 million insufficient to fund continuing development. But the company believes that its underlying business model remains strong, “bolstered by positive guest experience and loyalty.”

A Fast, “Naked” Auction

iPic is going forward with a “naked” auction at this time, with no stalking-horse bidder in hand.  If a stalking-horse offer (e.g., opening bid) is presented before the auction, it appears that it may be possible to negotiate for typical stalking-horse protections such as expense reimbursements and break-up fees. iPic is seeking approval of a 90-day marketing process, with a proposed bid deadline of October 11, 2019 and a sale closing by the first week of November. No minimum bid has been established. The company reports store-level EBITDA of $15.06 million for the year ended December 31, 2018, and roughly $160 million in assets at book value.

The iPic Bankruptcy Docket

iPic’s claims agent is maintaining a public website with information about the case.

Additional Information

Fox Rothschild is monitoring the situation.  If you are interested in more information about the auction and the bid process, we are available to assist.

Mette H. Kurth

On the Auction Block: NovaSom, Inc.

NovaSom, Inc. has filed a Chapter 11 case in Delaware in order to sell its business through a “363” bankruptcy auction. NovaSom joins other recent healthcare industry filings by companies such as True Health, Avadel Pharma, Argos Therapeutics,

NovaSom’s Business

NovaSom is a Maryland-based home sleep testing company. In 2010-2012, it developed a device, AccuSom, that sends sleep data wirelessly rather than requiring patients to return a device to a lab to download data. It is the only in-home sleep test available in the marketplace that provides patient support and next-day test results. Additional information is available at: https://www.novasom.com/

bed-bedroom-cute-545016.jpgBetween 2013 and 2017, orders for AccuSom grew 500%. The average sales price, however, dropped by nearly 30% due to market conditions and the general availability of home sleep testing providers. The company’s filings indicate that the significant cost of growing sales has thus far prevented NovaSom from reaching profitability.

The Auction Process

At present, one entity, VirtuOx, has expressed interested in buying NovaSom’s assets for an estimated $5.3 million. The bid deadline for competing bidders is September 19, 2019 at 4:00 p.m.  (Certain qualifications must be met to qualify as a bidder).  If the company receives qualified, competing bids, the auction will be held on September 23, 2019 in Philadelphia, PA.  The sale hearing will be held two days later.

The NovaSom Bankruptcy Docket

NovaSom’s claims agent is maintaining a public website with information about the case.

Additional Information

Fox Rothschild is monitoring the situation.  If you are interested in more information about the auction and the bid process, we are available to assist.

Mette H. Kurth

Are We Headed for a Recession? Ask an Economist…

dadIf your work touches the restructuring world (or if you’re married to one of us), you know that one of our favorite topics of cocktail and conference small talk is to speculate about when a recession will hit.  And when work will pick up. Now, many of you have lawyers and accountants in your families. It just so happens that I have a family economist, Dr. Michael M. Kurth, Ph.D.

So this week, let’s ask dad: “Are we headed for a recession?”  (And yes, the following dialog really is representative of family dinner conversation at my house.)

Trump Claims That We Are in the Midst of a Tremendous Economic Expansion That Makes This the Greatest Economy in the HISTORY of America…. Is that True?

Well, Daughter.  (There are six of us.  He can’t keep track.  So I am “Daughter.”  Or as I prefer, “First Daughter.”)  There is no question that investment has soared after Congress cut the corporate tax rate from 21% to 35%. And we currently have record low unemployment.

Is This Economic Performance Sustainable or Is a Recession Coming?

The president’s economic team claims that gross domestic product (GDP) will be growing at a rate of 5% or more by year end.  But there are growing indications the economy may be headed in the opposite direction.  The most recent sign of an impending recession is the flattening of the yield curve that measures the difference between short-term and long-term interest rates.

How Reliable Is the Yield Curve in Predicting a Recession?

Its a very reliable indicator.  It has predicted every recession for the last 60 years.  Here’s how it works.  (In case you were going to ask...)

The yield curve is normally upward sloping, indicating that long-term interest rates are higher than short-term rates. This is because lenders and investors generally consider long-term loans to be riskier than short-term loans and they require higher interest to compensate them for the additional risk.  (That makes sense.)

When the yield curve turns negative – referred to as an “inverted” yield curve – it means that short-term interest rates are higher than long term rates.  That, in turn, suggests that lenders and investors consider the short-term riskier than the long-term. This has happened 10 times since 1955 and 9 of those times it was followed by a recession within about a year.  (If we were at my house, he would graph this for you on a napkin.  Paper or cloth.  Seriously.  For this blog, however, you get a proper graph, below.)

graph

The one time it wasn’t followed by a recession was 1966, when it was followed by weak growth… But technically not a recession. (Seriously, dad?  I wasn’t even born in 1966.)

So, I Understand How It Works.  Is the Yield Curve Flat Today?

Well, Daughter. Currently the yield curve is still positive and upward sloping.  But it has been steadily getting flatter. The differential between short and long-term rates are now just .32% compared to a normal spread of around 2 to 2.5%.  (Ahhhhh…!)

What Are  Some Possible Explanations for This Flattening Yield Curve?

Funny you should ask. (He was going to explain anyway.) You know about the “Trump Bump.” The stock market had a significant surge after Donald Trump was elected president.  During his first year in office, the Dow Jones Index went from 18,259 to 26,392, an increase of nearly 50%. But… in January it shed 2,500 points in two weeks.  And it has been bouncing around the 24,000 point level ever since. (Visualize my dad bouncing salt shakers across the edge of the table to illustrate here.)

  • One explanation is that investors are getting spooked by uncertainty over trade wars and other Trump policies.  Just take a look at the Cboe stock market volatility index. It averaged 11.85 in 2017. But so far this year it is averaging 16.94.
  • Also, many investors are “baby boomers” who either retired or are nearing retirement age.  After the big market rally, they seem more interested in preserving their stock market gains than taking additional risks.
  • And from a broader perspective, the Obama Administration kept interest rates near zero for eight years to stimulate investment. At the same time, the federal government borrowed massive amounts of money from abroad in an effort to spend our way out of the recession. But the artificially low cost of capital distorted the capital structure of our economy.  That means significant over-investment in the most capital-intensive sectors.  (Ah… so Republicans can blame this all on Obama administration policy failures?)
  • Not so fast, Daughter. The Federal Reserve Bank knew its policy of “quantitative easing” was unsustainable and was poised to raise interest rates as soon as the economy improved. But with unemployment at historic lows, the Trump administration decided to pour even more money into the capital markets.

(Do you have questions about how quantitative easing works? Here is my favorite explanation ever: Quantitative Easing Explained.)

So You’re Describing a Boom and Bust Cycle… Is This Cycle Inevitable?

Well, we’ve seen this before.  In the Austrian school of economics, it is known as the over-investment theory of the business cycle. According to this theory, there is a natural structure to investment in the economy based on people saving and investing. Boom-and-bust business cycles are created by temporary injections of funds into the capital markets that lead to low interest rates and investment levels that cannot be sustained. Sustainable growth comes from people saving to finance investment, not temporary injections of capital that create the illusion of prosperity.

Okay, Wait… What I Really Wanted to Know Is Whether the Yield Curve Is Signaling That the Big Boom is About to Turn Into a Big Bust?

Right, Daughter! Some financial analysts argue that the yield curve doesn’t apply to our new, technology-driven economy and that there are still many unexploited profit opportunities out there. They are urging the Federal Reserve Bank not to raise short-term interest rates. And they will likely blame the Fed if they do raise rates and a recession ensues. (Wait… I’m a bankruptcy attorney.  Isn’t a recession good news for me and my colleagues?)

Well, yes, Daughter.  Some people may be rooting for a recession for perverse incentives. (Paternal stink eye.) Or for political reasons. An economic downturn, for example, could be bad news at the polls for Trump and the Republicans. (The big tax cut was more a Republican idea than Trump’s idea).  I am not among them. We need economic growth to pay just the interest on the $20 trillion debt our government has amassed.  And it’s not just the US. The world is awash in $164 trillion of debt, which will make it harder for countries to respond to the next recession and pay off debts if financing conditions tighten.

So What Does Your Economist’s Magic 8 Ball Predict for the Upcoming Year?

The big economic stories will be inflation, higher interest rates, and a declining stock market. This is very much at odds with the picture the Trump administration has painting as it poured “rocket fuel” onto the economy. And I am not rooting for a recession. (Stink eye again.) As an economist, I’m just informing you of the situation as I see it so you can take precautionary measures.  (Like taking vacation now, before the recession wave hits….?)


If you would like to know more about this, google “an inverted yield curve” and decide for yourself.  Or I can give you my dad’s email.

Mette K.

 

 

BCBG Creditors’ Committee Organizational Meeting: March 9, 2017

Shortly before midnight on February 28, 2017, BCBG Max Azria Global Holdings, LLC and affiliates filed for Chapter 11 bankruptcy protection in the Southern District of New York. The United States Trustee has scheduled a meeting to form an unsecured creditors’ committee on March 9, 2017 in New York.

Store Closings and “Right Sizing”

The Bankruptcy Court has entered an interim order authorizing store closing sales at 120 BCBG locations, predominantly retail and factory stores. Each of the stores to be closed has historically operated at a loss. Collectively, the stores generated $10.3 million in losses in 2016, representing 63% of BCBG’s total losses from stores with a negative contribution margin. BCBG estimates the store closings will generate $20.1 million.  The liquidation sales commenced before the bankruptcy filing and are expected to continue through the end of April. It appears that, at least in the short term, about 50 of BCBG’s stores will remain open, together with a significant number of its partner shops located inside major department stores.

A Bankruptcy Sale…. Maybe?

BCBG has also filed a draft plan with a “toggle” feature, allowing for either (a) the sale of BCBG’s assets to a third party; or (b) a debt for equity conversion on terms to be negotiated.

BCBG says that it has begun marketing its assets, and it has filed a motion to approve bidding procedures. The motion includes a request to allow BCBG to provide a stalking horse bidder-if one is found-with break-up fees and expense reimbursements.  The proposed procedures, if approved, would require potential bidders to submit preliminary bid documents to BCBG and its investment banker, Jeffries, in order to receive due diligence information. They would also require interested bidders to provide non-binding indications of interest by March 30, 2017, with an auction tentatively to follow by May 22, 2017.  But the procedures proposed by BCBG and its lenders also grant them wide latitude to move forward, instead, with a debt for equity conversion… the terms of which have yet to be negotiated.

More Information

Additional information about the case, including a list of stores scheduled to be closed and the company’s proposed sale procedures and plan, can be found on the website maintained by BCBG’s claim agent, Donlin Recano.

 

On the Auction Block: Essential Living Foods, Inc.

Essential Living Foods, Inc. is on the auction block a mere three weeks after seeking bankruptcy protection on December 1, 2016. Don’t blink, or you could miss it.

The Proposed Bid Procedures

Yesterday, Essential Living filed a motion asking the court to approve bidding procedures; the hearing is scheduled for December 27th.

  • Terraholdings, LLC has made the initial “stalking horse” offer to purchase the company for $1.5 million, subject to overbidding with a proposed opening bid of $1.57 million.
  • Essential Living has asked that the Court set a hearing to approve a sale to the successful bidder on or before a lender-imposed closing deadline of January 10, 2017.
  • The sale process is being overseen by the financial advisory and investment banking firm Mirus Securities, Inc.
  • The debtor has proposed that all bid documents must be received by the company and its bankruptcy counsel, Weintraub & Selth, no later than two business days before the sale hearing.

The Company’s Operations

According to its court filings, Essential Living, a subsidiary of Beon Holdings, Inc., was incorporated in 2004 as a benefit corporation that sells sustainably sourced organic superfoods sourced from small farms around the world in locations such as Ecuador, Peru, and Indonesia. Its primary products include gogi berries, golden berries, maca, raw cocoa, smoothie blends, trail mixes, supplements and other organic superfoods and snacks. (Yum!) Customers include Costco, Whole Foods Market, and health food stores and grocery stores across the country.

56680825 - goji berry drink

Essential Living has a co-manufacturing facility in Commerce, CA, a third-party logistics warehouse in Los Angeles, and several warehouses. It has eight full-time employees handing accounting and administration, sales, warehousing and logistics, and food safety. Substantially all of the company’s assets are to be sold, including product formulas and blends, contracts and significant purchase orders, know-how, trade names, trademarks, inventory, accounts receivable, and fixed assets. In its emergency motion seeking authority to use cash collateral, the debtor valued its primary assets at roughly $1.9 million (consisting of approximately $700,000 in accounts receivable, $1.2 million in inventory, and $50,000 in cash on hand). It has projected gross sales of $700,000 and collections of $500,000 for December 2016.

Additional Information

Additional information can be obtained from Mirus Securities, Weintraub & Selth, or the Bankruptcy Court. The case is pending in the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, under Case #2:16-bk-25844-RK.

Mette H. Kurth