Inforuptcy Blog Archives November 2014

Sale of Staffing Business

Posted by Michael on November 2, 2014

This week we're highlighting the sale of a staffing business in Massachusetts.

You can read the entire sale motion for free and contact the debtor's attorney to learn more about bidding on this asset or others that we have on our site for subscribers.

Staffing Business and its Management Company

From the Sale Motion

NOW COMES Jointly Administered Chapter 11 Debtor-in-Possession, American Resource Staffing Network, Inc. (“Debtor” or “Staffing”), by its attorneys Cleveland, Waters & Bass, PA, and moves that the Bankruptcy Court approve a sale of substantially all assets of the Debtor pursuant to 11 U.S.C. §363(b) and (f), Fed. R.Bankr.P. 6004 and 6006 and LBR 6004-1, free and clear of liens, claims, interests and encumbrances, all in accordance with the terms and conditions of the certain Asset Purchase Agreement dated July 30, 2014 (“the P&S”) as modified post-petition and attached hereto as Exhibit A (“the Sale”). The Debtor also requests that it be allowed to assume and assign other executory contracts, described in the P&S, pursuant to 11 U.S.C. §365, in order to assign them as part of the Sale. Without a sale, Debtor must terminate operations, with little or no recovery for anyone.

Pursuant to this Motion, the Debtor seeks to sell substantially all of its assets as described in the P&S (“the Staffing Assets”) to Wicked Staffing Solutions, LLC, a Massachusetts limited liability company, or its nominee or assignee (“the Buyer”) for the total sum of up to Two Million Four Hundred Thousand Dollars and No Cents ($2,400,000.00) or to a higher bidder. The Purchase Price is an earn out of which $1.8 million dollars is guaranteed by the Buyer. As grounds for this Motion, the Debtor states that in the exercise of its business judgment, the transaction contemplated by the P&S maximizes the value of the Assets and thus the proposed sale is in the best interest of the bankruptcy estate. In addition, the Debtor believes that the proposed sale will generate the best return for creditors. Accordingly, the Debtor requests that this Court enter an order authorizing it to sell the Assets. The Debtor states in support of its Motion, the following:

I. BACKGROUND / JURISDICTION

1. Prior to the Petition Date the Debtor was in the business of supplying temporary workers in the light industry and food industries to various businesses, large and small, in New Hampshire and Massachusetts. The other jointly administered Debtor, American Resource Network, Inc. (“Network”), is a Massachusetts corporation which is strictly a management company for Staffing. Network and Staffing are sometimes referred to herein collectively, as “the Debtors.”

2. The Debtors each filed a voluntary petition under title 11 Chapter 11 of the United States Code on July 31, 2014 (“Petition Date”). Shortly thereafter the Court granted joint administration of the Debtors. Since the Petition Date each of the Debtors has continued to operate its business and manage its property as a debtor-in-possession pursuant to §1107 and §1108 of the Bankruptcy Code. No creditors committee has been appointed in either case.

3. This Court has jurisdiction over these proceedings pursuant to 28 U.S.C. §1334 and this matter is a core proceeding pursuant to 28 U.S.C. §157(b)(2)(A), (N) and (O). The Debtor consents to the entry of a final Order by the Bankruptcy Court on this Motion.

4. Staffing is a New Hampshire corporation with its principal place of business located at 165 South River Road, Unit C, Bedford, NH 03110. Network is a Massachusetts corporation with a principal place of business at the same location. Staffing supplies temporary workers to a variety of businesses in New Hampshire and Massachusetts. Network does no separate business; it is simply a separate corporation set up for management employees who might get different benefits from Staffing employees. The Debtors have been in business for over 27 years and have a great reputation in the staffing business.

5. Staffing is the owner and operator of a large temporary staffing business which provides workers to a variety of businesses in New Hampshire and Massachusetts in a variety fields, particularly the food or light industry business. Network is the management company for Staffing’s management. The Debtors’ combined gross sales are approximately $33 million dollars a year, with Staffing paying Network a management fee only (no profit) to cover Network’s operating expenses. The Debtor provides quality temporary employment, temporary to permanent placements and direct placements to dozens of companies, both large and small, in New England. The Debtor, and particularly its principal, Richard Purtell (“Purtell”), is a well-known and respected member of the staffing industry. The Debtor has a program to assist military personnel re-entering the workforce with securing employment. Upon the Petition Date Staffing supplied approximately 1,023 workers to other businesses (which number fluctuates from week-to-week) and Network had approximately 40 employees managing Staffing. Summer tends to be the slowest season for the Debtors’ business, with business expected to increase in the fall.

6. The Debtor has no secured creditors other than the Internal Revenue Service (“IRS”), which has liens recorded at the New Hampshire Secretary of State’s office on all of the Debtor’s assets for various employment taxes owed.1 Amounts owed to the IRS for various employment taxes total approximately $7,080,806.95 for Staffing, which amount includes penalties and interest. There are no consensual lienholders. Debtor’s debts to unsecured creditors total approximately $3.2 million, but a portion of that, such as amounts owed for leases of various rental locations, will be assumed by the Buyer.

7. Staffing’s (and Network’s) sole source of income is the operation of the staffing business. Staffing provides employees to various businesses at an agreed price, usually with a profit margin of approximately 12%, then pays the employees and keeps the profit margin to operate the Debtors’ business operations. Network charges Staffing a management fee (no profit) to cover the payment of management employees. On the Petition Date, Staffing had approximately 1,023 employees.

8. Pre-petition Staffing was involved in a vicious cycle of rising employment tax obligations, on both the state and federal level, and an inability to become current on past-due obligations. Staffing saw its tax obligations grow and grow, due in large part to a tough economy (resulting in fewer requests for employees from third party employers, and resulting in growing unemployment tax obligations to Staffing) and in some part due to repeated self-help levy measures by the taxing authorities, particularly the Commonwealth of Massachusetts.

9. Staffing tried to work with the taxing authorities to pay down obligations, but business tends to be cyclical, and when it periodically could not honor payment arrangements on past-due amounts (and even when it was honoring such arrangements), Staffing suffered  The Commonwealth of MA may try to claim it has lien(s) in Staffing’s assets, but it did not record any liens against Staffing, a New Hampshire corporation, in the New Hampshire Secretary of State’s office, in contravention of applicable law. To the extent that MA claims it has a lien in Staffing’s assets, that lien is disputed, as to validity, amount, priority and perfection, under 11 U.S.C. §363(f)(4). unexpected adverse events such as unannounced sweeps of Staffing’s bank account by the MA DOR – to the tune of several hundred thousand dollars, which left Staffing scrambling to make its current weekly payroll alone, and resulting in ever higher unpaid state and federal tax obligations.

10. Just prior to the Petition Date Staffing suffered problems with regional supermarket powerhouse Market Basket, which for about a six week period stopped ordering produce from its suppliers. Staffing supplied workers to the suppliers of produce for Market Basket and earned approximately $30,000 per week from that contract. Loss of the Market Basket-related contract just before the Petition Date contributed to the Debtors’ financial crisis.

11. Staffing, which was in negotiations to sell its business to the Buyer prior to the Petition Date, became concerned about another tax levy (which would force a shut-down of the business and destroy its going concern value) because of the large amounts due to the IRS and the Commonwealth of MA, and that Staffing was in arrears, and filed its emergency Chapter 11 Petition.

II. CURRENT CIRCUMSTANCES AND ASSETS

12. The Court granted the Debtors emergency use of cash collateral on August 1, 2014, and extended use of cash collateral after hearing at least until December 10, 2014 (“the First Cash Collateral Period”), when there is a further hearing on same. Staffing’s cash position is expected to remain stable, or even improve during the First Cash Collateral Period. Both of the Debtors have been operating well during the First Cash Collateral Period, and have been able to fund payroll, tax and other business obligations currently.

13. The IRS has been granted replacement liens in the Debtors’ cash.

14. On its Schedules, Staffing disclosed that there is an outstanding loan to shareholder, i.e. Purtell, owed to Staffing with a face amount due of approximately $1.7 million (“the Shareholder Loan”) and an unknown value, as Purtell’s personal assets are also liened by the IRS. In addition, Staffing disclosed intercompany debt owed to Staffing by related non-debtor company Premier Medical Staffing, LLC, in the face amount of $950,000.00 (“the Intercompany Debt”), and an unknown value, as Premier Medical Staffing, LLC does not have the funds to repay this obligation. In addition, on Network’s schedules is a loan owed to Network from Staffing, in the amount of approximately $1.7 million, for unpaid obligations, mostly tax obligations (“the Network Loan”).

15. Additional assets listed on Staffing’s schedules include: Staffing’s customer list and contracts and good will/going concern value, valued at approximately $2.4 million dollars (the “Customer List”); approximately $426,000.00 in receivables for placing temporary workers (fluctuates on a weekly basis) (the “Employee Receivables”); a $300,000.00 refund owed to Staffing from the Paragon/Freestone worker’s comp insurance receiver (“the WC Refund”); and a $300,000.00 judgment owed to Staffing by Nexus (“the Nexus Judgment”). Staffing also lists various rental locations, including the Debtors’ main office in Bedford, NH and satellite offices in Dover, NH, Lowell, MA and Chelsea, MA and security deposits (“the Leases”), and office furniture/furnishings and computers located there, valued at approximately $5,000.00 (“the Furnishings”). Staffing has a bank account at Santander Bank and a bank account at People’s United Bank (“the Bank Accounts”). All of the assets listed in this Paragraph are sometimes referred to collectively, as “the Staffing Assets.”

III. THE SALE

16. Staffing was negotiating with the Buyer prior to the Petition Date, had signed a P&S, and had circulated same to the IRS. After the Petition Date Staffing and the Buyer modified the P&S so that it contains terms which generally comport with the Bankruptcy Code.

17. The basic terms of the Sale to the Buyer are (more fully described in the P&S):

A. Assets to Be Purchased by Buyer: The Buyer will acquire substantially all of the Staffing Assets, including its employees, the Customer List, Contracts the Employee Receivables, the WC Refund, the Nexus Judgment, the Leases, the Furnishings and the Bank Accounts. Where necessary, the Leases (in Bedford and Dover, NH and Lowell and Chelsea, MA), will be assumed and assigned as part of the sale under Bankruptcy Code §365.

B. Assets Excluded From Sale: the Shareholder Loan, the Intercompany Debt, cash on hand at the closing (necessary to cover Debtors’ current payroll) and any third party Chapter 5 Claims. Collectively, these assets are called “the Excluded Assets.” Other assets include the Real Estate assets of Richard Purtell, which are also subject to IRS liens and which Purtell has agreed to liquidate as part of this Sale process. Since the IRS has a lien on all of Debtor’s assets in excess of $7 million dollars, the IRS as part of the sale will carve-out of its recovery $200,000.00 for the bankruptcy estate, provided the IRS agrees to the sale. (The “Carve Out Funds”). In addition to the Carve-Out Funds, and not as part of them, Professional Fees will also be paid to Cleveland, Waters and Bass and the Examiner from the first available funds paid by the Buyer. If the sale is not approved, the Debtor may need to close its doors and liquidate. The IRS will not participate in the distribution of the Carve-Out Funds.

C. Purchase Price: up to $2.4 million dollars, payable over time as an “earnout” as follows: 50% of net income earned by Buyer’s business every six months, beginning on June 1, 2015 and ending on the fifth anniversary of the closing date, until $2.4 million dollars is paid in full, provided that no more than $500,000.00 shall be paid in any applicable six month period (“the Earnout Funds”). Minimum Earn-out Guaranty—Buyer shall guaranty payment of $1.8 million dollars to the seller or its nominee which includes funds for professional fees, the

Carve-Out and the IRS.

D. Deposit: Not applicable.

E. Closing: The revised P&S requires a closing on or before December 31, 2014.

F. Contingencies: Bankruptcy Court approval of the P&S as soon as possible.

G. Carve-Out Funds. To the extent allowed by the Court at Confirmation, the Carve-Out funds shall be paid when received out of the Earnout Funds; the Earnout Funds shall be split 50/50% with the IRS until the $200,000.00 Carve-Out Funds threshold is reached. The Debtor or disbursing agent under a plan shall collect the Carve-Out Funds and distribute them to claimholders pursuant to further order of the Court. The estate shall split the Carve-Out Funds 2/3 to the State of Massachusetts and other §507(a)(8) claimants other than the IRS, and 1/3 to unsecured creditors—after the payment of administrative expenses ($66,666.00 for general unsecured creditors.) To the extent the Court does not approve the Carve-Out under the Plan all funds will be paid to governmental units (or senior priority claim holders if appropriate).

18. The Buyer is an insider of the Debtors. The Buyer is owned by Vickie Giuffre, (“Giuffre”) who is the daughter of Purtell and an employee of Network. However, after the Sale Purtell will no longer be in charge of Staffing or its financial transactions, and he will not be in charge of the Buyer. Purtell will instead be an employee focused solely on marketing for the Buyer and maintaining existing customer relationships. Giuffre and the Buyer have their own independent business plan and Giuffre based her offer for Staffing on an independent appraisal. Purtell will not continue his employment with the Buyer or any other successful bidder if he does not receive an employment agreement / non-compete at least on the same terms as the Buyer. It is the intention of the Debtors either to dismiss or convert the Debtors’ cases to Chapter 7 if a sale is not approved.

IV. THE ASSETS ARE SUBJECT TO THE FOLLOWING LIENS

19. The Staffing Assets are subject to the following liens of record: Numerous tax liens recorded with the New Hampshire Secretary of State by the Internal Revenue Service exceeding $7 million dollars.

V. PLAN EQUIVALENCY DISCLOSURE

20. Creditors of the cases consist of the IRS, who has an all asset lien and is owed more than $7 million dollars ($9.5 per proof of claim), the State of Massachusetts which is owed approximately $1.8 million (disputed) and the unsecured creditors who are owed approximately $3.2 million. Under the plan unsecured creditors can expect about 1-5% of their claims will be paid THERE WILL BE NO RECOVERY WITHOUT THE IRS’ AGREMENT. NOT ONLY DOES THE IRS HAVE AN ALL ASSET LIEN ON STAFFING’S ASSETS BUT ON THOSE OF RICHARD PURTELL. ANY RECOVERY AGAINST PURTELL IS SIMPLY A RECOVERY FOR THE IRS. As part of this sale Purtell will voluntarily cooperate with the IRS regarding the liquidation of his assets, which will benefit creditors in this case directly as described above. Although there may be Chapter 5 claims, these would be available in either Chapter 11 or 7, so they are treated as a neutral for creditors to determine whether to support the Sale.

21. What is clear is that without a Sale, recovery will be far less and consist only of Chapter 5 Claims and collection claims (which against Purtell are subject to prior IRS liens on his property). Staffing is a service business that provides temporary staffing. It has no “hard” assets such as equipment or real estate. Its assets are the relationship that Purtell has with Staffing’s customers. If Staffing ceases to operate all of this value will be lost and there will be no recovery. Plus, Staffing could have sold its assets outside of bankruptcy, but it chose to do so in an open court process.

VI. THE BUYER

22. The Buyer is a company to be owned by Purtell’s daughter Giuffre. Giuffre has a completely new vision for the business and has no intention what-so-ever of involving Purtell in the financial aspects of the Buyer’s business at all. He will have no control over the “check book” or financial decisions of the Buyer. He will have an employment contract with the Buyer and/or Successful Bidder and will remain involved to service customers only should parties wish to secure his non-compete.

VII. PURTELL

23. As stated above, although there are claims against Purtell by Staffing for the claw back of money, Purtell is personally liable to the IRS for the trust fund portion of taxes in an amount of millions of dollars. All of his assets are liened by the IRS. As part of this sale Purtell will sell some of his assets to pay the IRS. The IRS has agreed to the sale at this time.

VIII. VALUE

24. Staffing obtained an independent appraisal of Staffing’s business in order to determine its value. The appraisal is by Sam Sacco, R.A. Cohen Consulting, 6241 Chalfont Circle, Wilmington, NC 28405 (“the Appraiser”). The proposed Sale price for the Staffing Assets is more than 90% of the appraised value. The Appraiser is prepared to testify at the sale hearing regarding value.

IX. COMPETING BIDDERS

25. Staffing will solicit offers from competing bidders and has submitted a Bid Procedures Motion with accompanying detailed documentation of the proposed Sale. There is no non-compete agreement with Purtell so it may be difficult to derive value from Staffing if Purtell does not agree to an employment agreement/ non-compete with a buyer. Purtell has agreed to an employment agreement/ non-compete with the Buyer and will do so with a Successful Bidder provided that it has the same terms as the employment agreement he negotiated with the Buyer.

X. OTHER OPTIONS TO A SALE AND EXIGENT CIRCUMSTANCES

26. There are no viable options other than a sale. Either Staffing is sold with the IRS’ consent, or the Debtors convert to Chapter 7 where the IRS and other §724(a) senior priority creditors will receive the net proceeds of any Chapter 5 claims and perhaps some receivables. The receivables at any given time are approximately $440,000.00, but current payroll and wind down costs, plus the lien of the IRS, would eliminate any recovery for any other party in a Chapter 7.

27. With regard to a plan other than a Sale, the Debtor does not have the time or ability to generate a plan. Staffing is facing the loss of workers’ comp insurance because its insurance carrier is in receivership. Staffing has extremely high workers comp and unemployment rates because of prior bad strategic decisions regarding worker safety underwriting, and generous unemployment and worker’s comp benefits in MA. For example, Staffing previously hired workers with extraordinarily high injury reporting rates, which has resulted in an unemployment tax rate 5% higher than a newer employer (such as the Buyer) would have. This cuts into Staffing’s profits in a significant way, makes the company unattractive to anybody in a re-organization and forces Staffing into a sale posture quickly to avoid the possibility of another hiccup and negative cash flow.

28. Debtor is having difficulty convincing its customers there will be a soft landing and as of the first of the year when the Affordable Care Act becomes enforceable, Debtor will have a difficult time.

XI. EFFECT OF THE SALE/APPROVAL OF THE SALE OF THE STAFFING ASSETS IS IN THE BEST INTERESTS OF THE ESTATE AND SHOULD BE AUTHORIZED BY THIS COURT

28. This Court has jurisdiction over this matter, and this is a core proceeding, under 28 U.S.C. §1334(b) and 28 U.S.C. §157(b)(2)(N) and (O). Venue is proper as Staffing’s Chapter 11 bankruptcy case is pending in this Court and the Staffing Assets are located in this jurisdiction. The Debtor consents to the entry of a final order by the Bankruptcy Court on the sale.

29. This Court should approve the sale of the Staffing Assets free and clear of liens, claims encumbrances and interests on the terms and conditions as set forth in the P&S and this Motion. The transaction provided in the P&S was negotiated at arm's length and in good faith by the parties. The terms of the P&S are fair and reasonable and the Debtor believes such terms are designed to yield the maximum value to the bankruptcy estate on account of the disposition of the Staffing Assets. If necessary, the appraiser will testify regarding the value of the Staffing Assets.

30. This Court has statutory authority to authorize the Sale of the Staffing Assets free and clear of all liens, claims, interests and encumbrances to any person or entity submitting the highest and best offer. See 11 U.S.C. §§ 363(b)(1), (f)(1)(2)(3) and (5). Staffing seeks a sale free and clear with the consent of the IRS under 11 U.S.C. §363(f)(2). The IRS has consented to the sale. If the Commonwealth of MA is claiming a lien(s) in Staffing’s Assets, then the Court can authorize the sale under 11 U.S.C. § 363(f)(4), as MA did not record any purported liens against Staffing in New Hampshire or with the New Hampshire Secretary of State (or even the MA Secretary of State), and despite its unsecured status, seized substantial assets from Staffing, both within a year of the Petition Date and within 90 days of the Petition Date. Staffing reserves the right to seek sale approval under §363(f)(5) under the Healthco line of cases if necessary. Under those circumstances, there would be no voluntary Carve-Out Funds for creditors as contained in this Motion.

31. The Staffing Assets shall be sold, “as is, where is,” with no representations or warranties of any kind except as otherwise provided in the P&S.

32. Staffing requests that it be allowed to sell the Staffing Assets as contemplated herein, free and clear of all liens, claims, encumbrances and interests, if any, as set forth herein. All liens, claims, encumbrances or interests, if any, shall attach to the sales proceeds in the same manner and amount as existed prior to the sale, other than stated herein, subject to the Court’s ability to determine the existence, amount, validity, and/or priority of same at a later date. The Sale is, in the business judgment of Staffing, the only way to preserve the value of Staffing for any creditor. There is simply no other viable option.

33. The executory contracts Staffing intends to assume and assign consist of several rental real estate Leases and an equipment lease and short term contracts, both identified in the P&S (collectively, “the Executory Contracts”). Buyer has reviewed all of the Executory Contracts, none of which are in default and agrees to assume and have the Executory Contracts assigned to it as an integral part of the Sale as provided in more detail in the P&S. Staffing will be relieved from any liability under the Executory Contracts as part of the Sale under applicable law. It is Staffing’s business judgment to sell the Executory Contracts as part of the Sale.

XII. DISTRIBUTION OF SALES PROCEEDS

 34. Pursuant to the terms of the P&S, payment of the Earnout Funds will commence from the Buyer on June 1, 2015, and continue every 6 months thereafter for 60 months, until $2.4 million ($1.8 of which is guaranteed) is paid in full, but with no periodic payment to exceed $500,000.00. Payments of professional fees and Carve-Out Funds (50% of the Earnout Funds until $200,000.00 is paid) shall be made by the Buyer directly to a disbursing agent (who shall be appointed through a Plan of Reorganization) who shall distribute the funds to allowed claimholders per a plan and trust. If the Court does not permit the Carve-Out, payment shall be made in accordance with further Court order.

XIII. NOTICE AND COUNTER-OFFER PROCEDURES

35. Copies of the Notice of Hearing and Bid Procedures on this Motion have been served, either by ECF or by first class mail, as indicated in the Debtor’s Certificate of Service, upon the United States Trustee, all creditors in this case, the Debtors, the lienholders, and on anyone who has expressed an interest in purchasing the Staffing Assets through direct contact or as provided by the Appraiser. Staffing requests that this Court find such service to be appropriate and sufficient notice of this Motion in the particular circumstances. Counter-Offer Procedures: Anyone may make a qualified counter-offer under the approved Bid Procedures by submitting such offer by the counter offer deadline of December 2, 2014(a “Counter-Offer”). To be a qualified Counter-Offer a Counter-Offer must: (1) offer at least $100,000.00 more than the existing offer from the Buyer, or an earn-out of $2.5 million dollars, with $1.9 million dollars guaranteed; (2) the Counter-Offeror must make a deposit of Fifty Thousand Dollars ($50,000.00) to be held by Debtor’s counsel; (3) the Counter-Offeror must execute a P&S in the form of the existing P&S and agree to all terms of the P&S; (3) the Counter-Offeror must pay the IRS at least on terms as favorable as the Buyer (5) the Counter-Offeror must assume and take assignment of all Executory Contracts identified in the P&S; and (6) the Counter-Offeror must demonstrate the financial ability to close and fund the transaction. In order to make a qualified Counter-Offer, you must submit a duly executed P&S to Debtor’s counsel at the address below with a copy to the United States Bankruptcy Court, Clerk of Court, 1000 Elm Street, 10th Floor, Manchester, New Hampshire 03101 by the deadline listed above. IF the Counter-Offeror wishes to make a cash offer, it must be at least in the amount of $2,070,000.00. To the extent there are qualified Counter-Offers, the Debtor and other parties shall determine what is the highest and best offer after further procedures are established by the Court. Break-Up Fee - In the event that the Buyer is not the successful bidder for Staffing’s Assets, then the Buyer shall be entitled to a break-up fee equal to the Buyer’s reasonable attorney’s fees for pursuing the Sale, up to Fifty Thousand $50,000.00 dollars.

XIV. GOOD FAITH PURCHASER

36. The Buyer is a good faith purchaser within the meaning and intention of 11 U.S.C. §363(m).

WHEREFORE, Staffing requests that this Court enter an Order:

 A. Authorizing Staffing to sell the Staffing Assets to Buyer or the highest bidder, if one exists, on the terms and conditions set forth above free and clear of liens, claims, encumbrances and interests, if any, under 11 U.S.C. §363(b) and (f) with such liens, if any, to attach to the proceeds of the sale to the same extent of their validity, perfection and priority, unless stated otherwise herein;

 B. Authorize the Debtor to assume and assign the Executory Contracts designated by the Buyer pursuant to 11 U.S.C. §365(a) and (f);

 C. Authorize the creation of the Disbursement Trust; and

D. Grant such other and further relief as this Court deems just and proper.

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