UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT …

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

§ In re: § Case No. 20-51066-MAR § HENRY FORD VILLAGE, INC. § Chapter 11 § § Debtor. § Honorable Mark A. Randon

§ § §

STATEMENT OF FINANCIAL AFFAIRS FOR HENRY FORD VILLAGE, INC. CASE NO. 20-51066

20-51066-mar Doc 104 Filed 11/30/20 Entered 11/30/20 20:39:53 Page 1 of 46

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Docket #0104 Date Filed: 11/30/2020

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION IN RE: Case No.: 20-51055-MAR

HENRY FORD VILLAGE, INC. Chapter 11 Debtor. Honorable Mark A. Randon

GLOBAL NOTES, METHODOLOGY, STATEMENT OF LIMITATIONS, AND DISCLAIMERS REGARDING THE DEBTOR’S SCHEDULES OF ASSETS AND LIABILITIES AND

STATEMENT OF FINANCIAL AFFAIRS

These Global Notes, Methodology, Statement of Limitations, and Disclaimers (collectively, the “Global Notes”) pertain to, are incorporated by reference in, and comprise an integral part of, Debtor’s Schedules of Assets and Liabilities (the “SOAL”) and the Statement of Financial Affairs (the “SOFA,” and collectively with the SOAL, the “Schedules and Statement”). The Global Notes should be referred to, considered, and reviewed in connection with any review of the Schedules and Statement.

The Schedules and Statement filed by Henry Ford Village, Inc. debtor and debtor in possession (“Debtor”), in the United States Bankruptcy Court for the Eastern District of Michigan (the “Bankruptcy Court”) were prepared pursuant to section 521 of title 11 of the United States Code and Federal Rule of Bankruptcy Procedure 1007 under the supervision of the Debtor’s Chief Restructuring Officer and are unaudited.

The Schedules and Statement do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), nor are they intended to be fully reconciled with the financial statements of the Debtor (whether publicly filed or otherwise). Additionally, the Schedules and Statement contain unaudited information that is subject to further review and potential adjustment and reflect the Debtor’s reasonable efforts to report the assets and liabilities of the Debtor.

In preparing the Schedules and Statement, the Debtor relied upon information derived from its books and records available at the time of such preparation. Although the Debtor has made reasonable efforts to ensure the accuracy and completeness of such financial information, inadvertent errors or omissions, as well as the discovery of conflicting, revised, or subsequent information, may cause a material change to the Schedules and Statement. Accordingly, The Debtor reserves the right to amend the Schedules and Statement from time to time as may be necessary or appropriate.

The Debtor and its officers, employees, agents, attorneys, and financial advisors do not guarantee or warrant the accuracy or completeness of the data that is provided in the Schedules and Statement and shall not be liable for any loss or injury arising out of or caused in whole or in part by any act or omission, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the information contained in the Schedules and Statement. Except as expressly required by the Bankruptcy Code, the Debtor and its officers, employees, agents, attorneys, and financial advisors expressly do not undertake any obligation to update, modify, revise or re-categorize the information provided in the Schedules and Statement or to notify any third party should the information be updated, modified, revised, or re-categorized.


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The Chief Restructuring Officer to the Debtor, Chad J. Shandler, has signed each of the Schedules and Statement. Mr. Shandler is an authorized signatory for the Debtor. In reviewing and signing each of the Schedules and Statement, Mr. Shandler has relied upon the efforts, statements, representations of various personnel employed by the Debtor and its advisors. Mr. Shandler has not (and could not have) personally verified the accuracy of each such statement and representation, including, for example, statements and representations concerning amounts owed to creditors and their addresses. Neither the Schedules and Statement, nor the Global Notes, should be relied upon by any persons for information relating to current or future financial conditions, events, or performance of the Debtor.

Global Notes Overview and Methodology

1. Reservation of Rights. Reasonable efforts have been made to prepare and file complete and accurate Schedules and Statement; however, inadvertent errors or omissions may exist. The Debtor reserves all rights to amend or supplement the Schedules and Statement from time to time, in all respects, as may be necessary or appropriate (including, without limitation): (a) the right to amend the Schedules and Statement with respect to a claim (“Claim”) description, designation, or entity by or against which the Claim is asserted; (b) dispute or otherwise assert offsets or defenses to any Claim reflected in the Schedules and Statement as to amount, liability, priority, status, or classification; (c) subsequently designate any Claim as “disputed,” “contingent,” or “unliquidated;” and/or (d) object to the extent, validity, enforceability, priority, or avoidability of any Claim. Any failure to designate a Claim in the Schedules and Statement as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by the Debtor that such Claim or amount is not “disputed,” “contingent,” or “unliquidated.” Listing a Claim does not constitute an admission of liability by the Debtor. Furthermore, nothing contained in the Schedules and Statement shall constitute a waiver of rights with respect to the Debtor’s chapter 11 case, including, without limitation, issues involving Claims, defenses, equitable subordination, recharacterization, and/or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and any other relevant non-bankruptcy laws to recover assets or avoid transfers. Any specific reservation of rights contained elsewhere in the Global Notes does not limit in any respect the general reservation of rights contained in this paragraph. Notwithstanding the foregoing, the Debtor shall not be required to update the Schedules and Statement except as may be required by applicable law.

2. Effective Date. The Debtor has made every effort to allocate liabilities between the prepetition and post-petition periods based on the information and research that was conducted in connection with the preparation of the Schedules and Statement. As additional information becomes available to, and further research is conducted by, the Debtor, the Debtor’s allocation of liabilities between pre-petition and post-petition periods may change. Additionally, the Debtor has attempted to determine the value of its assets and liabilities as of or close to the Debtor’s petition date of October 28, 2020.

3. Net Book Value of Assets. It would be prohibitively expensive, unduly burdensome, and an inefficient use of estate assets for the Debtor to obtain current market valuations for each of its assets. Accordingly, unless otherwise indicated, the Schedules and Statement reflect the net book value of the Debtor’s assets as of the Petition Date. Furthermore, as applicable, some assets that have fully depreciated or were expensed for accounting purposes may not be reflected in the Schedules and Statement as they have no net book value. The Debtor reserves the right to amend or adjust the value of each asset or liability set forth in the Schedules and Statement.

4. Recharacterization. Notwithstanding the Debtor’s reasonable efforts to properly characterize, classify, categorize, or designate certain Claims, assets, executory contracts, unexpired leases,


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post-employment benefits, and other items reported in the Schedules and Statement, the Debtor may, nevertheless, have improperly characterized, classified, categorized, designated, or omitted certain items. Accordingly, the Debtor reserves all rights to recharacterize, reclassify, re-categorize, re-designate, add, or delete items reported in the Schedules and Statement at a later time as is necessary or appropriate as additional information becomes available, including, without limitation, whether contracts or leases listed herein were deemed executory or unexpired as of the Petition Date and remain executory and unexpired post-petition. Disclosure of information in one or more Schedules, one or more Statement questions, or one or more exhibits or attachments to the Schedules and Statement, even if incorrectly placed, shall be deemed to be disclosed in the correct Schedules, Statement, exhibits, or attachments.

5. Secured Claims. Except as otherwise agreed pursuant to a stipulation or order entered by the Bankruptcy Court, the Debtor reserves the right to dispute or challenge the validity, perfection, or immunity from avoidance of any lien purported to be granted or perfected in any specific asset to a secured creditor listed on the Schedules and Statement. Moreover, although the Debtor may have scheduled claims of various creditors as secured claims, except as otherwise agreed pursuant to a stipulation or order entered by the Bankruptcy Court, the Debtor reserves all rights to dispute or challenge the secured nature of any such creditor’s claim or the characterization of the structure of any such transaction or any document or instrument related to such creditor’s claim. Reference to the applicable loan agreements and related documents is necessary for a complete description of the collateral and the nature, extent, and priority of liens in connection with any secured claim.

6. Liabilities. The Debtor has sought to allocate assets and liabilities between the prepetition and post-petition periods based on the information and research conducted in connection with the preparation of the Schedules and Statement. As additional information becomes available and further research is conducted, the allocation of liabilities between the prepetition and post-petition periods may change. Accordingly, the Debtor reserves all rights to amend, supplement, or otherwise modify its Schedules and Statement as is necessary or appropriate.

Certain assets and liabilities listed on the SOAL do not reflect any analysis of Claims under Bankruptcy Code section 503(b)(9). Accordingly, the Debtor reserves all rights to dispute or challenge the validity of any asserted Claims under Bankruptcy Code section 503(b)(9) or the characterization of the structure of any such transaction or any document or instrument related to any creditor’s Claim.

7. Excluded Assets and Liabilities. In certain instances, the Debtor has excluded certain categories of assets and liabilities from the Schedules and Statement. The Bankruptcy Court has authorized (but not directed) the Debtor to pay, in its discretion in the ordinary course of business, certain prepetition Claims on a post- petition basis. These schedules may reflect such claims without reduction for post-petition payments on such claims. However, to the extent a claim has already been paid with respect to a prepetition claim, future disbursements on account of such claim will take into account and will be reduced by any post-petition payments already made with respect to such claim.

8. Insiders. For the purposes of the Schedules and Statement, the Debtor defined “insider” pursuant to Bankruptcy Code section 101(31) as:(a) directors; (b) officers; (c) persons in control of the Debtor; (d) relatives of the Debtor’s directors, officers, or persons in control of the Debtor; and (e) debtor/non-debtor affiliates of the foregoing. The parties identified as “insiders” have been included for informational purposes only and the inclusion of them in the Schedules and Statement shall not constitute an admission that those persons are insiders for purposes of Bankruptcy Code section 101(31). The Debtor does not take any position with respect to: (a)


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such person’s influence over the control of the Debtor; (b) the management responsibilities or functions of such individual; (c) the decision-making or corporate authority of such individual; or (d) whether such individual could successfully argue that he or she is not an “insider” under applicable law, including, without limitation, the federal securities laws or with respect to any theories of liability or for any other purpose.

9. Intellectual Property Rights. The exclusion of any intellectual property shall not be construed as an admission that such intellectual property rights have been abandoned, terminated, assigned, expired by their terms, or otherwise transferred pursuant to a sale, acquisition, or other transaction. Accordingly, the Debtor reserves all rights with respect to the legal status of all such intellectual property rights.

10. Executory Contracts and Unexpired Leases. While every effort has been made to ensure the completeness and accuracy of the listing of executory contracts, inadvertent errors or omissions may have occurred. The Debtor reserves all its rights to dispute the validity, status, or enforceability of any contracts, agreements or leases set forth in the Schedules and Statement. Certain contracts, agreements and leases listed in the Schedules and Statement may have expired or may have been modified, amended, or supplemented from time to time by various amendments, restatements, waivers, estoppels certificates, letter and other documents, instruments and agreements which may not be listed therein. Certain of the executory agreements may not have been memorialized and could be subject to dispute. Additionally, the Debtor may be party to various other agreements concerning real property, such as easements, rights of way, subordination, non-disturbance, supplemental agreements, amendments/letter agreements, title documents, consents, site plans, maps and other miscellaneous agreements. Such agreements, if any, are not set forth in the Schedules and Statement. The presence of a contract or agreement in the Schedules and Statement does not constitute an admission that such contract or agreement is an executory contract or unexpired lease. Similarly, the absence of a contract or agreement from the Schedules and Statement does not constitute an admission that any other contract or agreement to which the Debtor is a party is not executory.

11. Classifications. Listing a Claim, contract or lease on (a) Schedule D as “secured,” (b) Schedule E/F, Part 1 as “priority unsecured,” (c) Schedule E/F, Part 2 as “Non-priority unsecured,” or (d) Schedule G as “executory” or “unexpired,” does not constitute an admission by the Debtor of the legal rights of the claimant, or a waiver of the Debtor’s rights to recharacterize or reclassify such Claims or contracts or leases or to setoff against such Claims.

12. Claims Description. Schedules D and E/F permit the Debtor to designate a Claim as “disputed,” “contingent,” and/or “unliquidated.” Any failure to designate a Claim on the Schedules and Statement as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by the Debtor that such amount is not “disputed,” “contingent,” or “unliquidated,” or that such Claim is not subject to objection. The Debtor reserves all rights to dispute, or assert offsets or defenses to, any Claim reflected on the Schedules and Statement on any grounds, including liability or classification. Additionally, the Debtor expressly reserves all rights to subsequently designate such Claims as “disputed,” “contingent” or “unliquidated.” Moreover, listing a Claim does not constitute an admission of liability by the Debtor.

13. Causes of Action. Despite reasonable efforts to identify all known assets, the Debtor may not have listed all causes of action or potential causes of action against third parties (collectively, “Causes of Action”) as assets in the Schedules and Statement, including, without limitation, causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and any other relevant non-bankruptcy laws to recover assets or avoid transfers. The Debtor reserves all rights with respect to any: (a) cause of action (including avoidance actions), (b) controversy, (c) right of


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setoff, (d) cross-claim, (e) counterclaim, (d) recoupment, and (e) any Claim on contracts or for breaches of duties imposed by law or in equity, demand, right, action, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, power, privilege, license, and franchise of any kind or character whatsoever, known, unknown, fixed or contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertible directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law, or in equity, or pursuant to any other theory of law they may have, and neither these Global Notes nor the Schedules and Statement shall be deemed a waiver of any Claims or Causes of Action or in any way prejudice or impair the assertion of such Claims or Causes of Action.

14. Summary of Significant Reporting Policies. The following is a summary of significant reporting policies:

a. Undetermined Amounts. The description of an amount as “unknown,” “TBD,” “undetermined,” or similar indication is not intended to reflect upon the materiality of such amount.

b. Totals. All totals that are included in the Schedules and Statement represent totals of all known amounts. To the extent there are unknown or undetermined amounts, the actual total may be different than the listed total.

c. Liens. The value of assets listed in the Schedules and Statement are presented without consideration of any liens that may attach (or have attached) to such property and equipment.

15. Currency. All amounts are reflected in U.S. dollars unless otherwise indicated.

16. Setoffs. The Debtor periodically incurs certain setoffs in the ordinary course of business. Setoffs in the ordinary course can result from various items including, but not limited to, timing of transactions, pricing discrepancies, returns, refunds, rebates, inadvertent payments, negotiations and/or disputes between the Debtor and its customers, suppliers and third-party insurers. These normal setoffs are consistent with the ordinary course of business in the Debtor’s industry and can be particularly voluminous, making it unduly burdensome and costly for the Debtor to list such ordinary course setoffs. Therefore, although such setoffs and other similar rights may have been accounted for when scheduling certain amounts, these ordinary course setoffs are not independently accounted for, and as such, are or may be excluded from the Debtor’s Schedules and Statement.

17. Officer and Director Addresses. Current officer and director addresses may be reported as the Debtor’s business address throughout the Schedules and Statement, where applicable.

18. Global Notes Control. In the event that the Schedules or Statement differ from any of the foregoing Global Notes, the Global Notes shall control.


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Specific Notes With Respect to the SOAL and SOFA

1. Basis of Presentation. The Schedules and Statement do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles. The Schedules and Statement as to amount, liability or status.

2. Schedule A/B – Real and Personal Property.

a. Cash and Cash Equivalents. Cash and cash equivalents held in financial accounts are listed on Schedule A/B as of the Petition Date. The Debtor maintains a number of cash and marketable security accounts for the benefit of Residents. The accounts are listed as Restricted and are not part of the Debtor’s general operating funds and cash collateral.

b. Accounts Receivable. For book purposes, accounts receivable is stated at net realizable value. The fees charged by the Debtor to Residents in its facility are recorded on an accrual basis. These fees are based on the actual amount expected to be collected and are contractually adjusted with respect to individuals receiving benefits under federal and state funded programs and other third-party payors.

c. Allowance for Doubtful Accounts. The allowance for doubtful accounts is estimated based on the aging of accounts receivable, historical collections data, review of specific accounts and other factors at the Petition Date.

d. Fixed Assets. Leased assets that are not considered assets of the Debtor are included from asset listings and designated accordingly.

3. Schedule D – Creditors Who Have Claims Secured by Property. Except as specifically stated herein, real property lessors, utility companies and other parties that may hold security deposits have not been listed on Schedule D. The Debtor has not included parties that may believe their Claims are secured through setoff rights or inchoate statutory lien rights, including certain parties from whom the Debtor may have received lien notices but whose notices the Debtor understands have not yet been filed or recorded. While reasonable efforts have been made, determination of the date upon which each claim in Schedule D was incurred or arose would be unduly burdensome or cost prohibitive, and therefore the Debtor may not list a date for each claim listed on Schedule D. Finally, the Debtor is taking no position on the extent or priority of any particular creditor’s lien in this document.

4. Schedule E/F – Creditors Who Have Unsecured Claims. The listing of any claim on Schedule E does not constitute an admission by the Debtors that such claim is entitled to priority under section 507 of the Bankruptcy Code. The Debtors reserve the right to dispute the priority status of any claim on any basis. While reasonable efforts have been made, determination of the date upon which each claim in Schedule E was incurred or arose would be unduly burdensome and cost prohibitive, and therefore, the Debtors may not list a date for each claim listed on Schedule E.

a. Certain of the claims of state and local taxing authorities set forth in Schedule E, may ultimately be deemed to be secured claims pursuant to state or local laws. In addition, certain of the claims owing to various taxing authorities to which any Debtor may be liable may be subject to ongoing audits. The Debtors reserve the right to dispute or challenge whether claims owing to various taxing authorities are entitled to priority and the listing of any claim on Schedule E does not constitute an admission that such claim is entitled to priority treatment pursuant to section 507 of the Bankruptcy Code.

b. The Bankruptcy Court has authorized the Debtor to pay prepetition wages, salaries and


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employee benefits. Accordingly, only employee claims for prepetition amounts that have not been paid as of the time the Schedules and Statement were filed have been included in the Schedules and Statement.

c. The claims of individual creditors for, among other things, goods, products, services, or taxes are listed as the amounts entered on the Debtor’s books and records and may not reflect credits, allowances, or other adjustments due from such creditors to the Debtor. The Debtor reserves all rights with regard to such credits, allowances, and other adjustments, including the right to assert claims objections and/or setoffs with respect to the same.

d. Claims and information relating to Residents have been redacted in the Schedules and Statement, to comply with the Health Insurance Portability and Accountability Act (“HIPAA”).

e. Resident Claims have been marked as Contingent to reflect refund liabilities that have not been triggered under the terms of contracts and unliquidated to the extent noted amounts may include unamortized non-refundable entrance fees outstanding.

5. Schedule G – Executory Contracts and Unexpired Leases. Certain of the contracts and leases listed on Schedule G may contain certain renewal options, guarantees of payment, indemnifications, options to purchase, rights of first refusal, and other miscellaneous rights. Such rights, powers, duties, and obligations are not set forth separately on Schedule G. Certain confidentiality and non-disclosure agreements may not be listed on Schedule G. The Debtor hereby expressly reserves the right to assert that any instrument listed on Schedule G is an executory contract or unexpired lease within the meaning of Bankruptcy Code section 365. Additionally, each Debtor reserves all rights, claims, and causes of action with respect to claims associated with any contracts and agreements listed on Schedule A/B, including the right to dispute or challenge the characterization or the structure of any transaction, document, or instrument.

a. Certain confidentiality and non-compete agreements may not be listed on Schedule G. The Debtor reserves all rights with respect to such agreements.

b. Certain of the contracts and agreements listed on Schedule G may consist of several parts, including purchase orders, amendments, restatements, waivers, letters and other documents that may not be listed on Schedule G or that may be listed as a single entry.

c. The contracts, agreements, and leases listed on Schedule G may have expired or may have been modified, amended, or supplemented from time to time by various amendments, restatements, waivers, estoppel certificates, letters, memoranda, and other documents, instruments, and agreements that may not be listed therein despite the Debtor’s use of reasonable efforts to identify such documents. Further, unless otherwise specified on Schedule G, it is the Debtor’s intent that each executory contract or unexpired lease listed thereon shall include all exhibits, schedules, riders, modifications, declarations, amendments, supplements, attachments, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease, without respect to whether such agreement, instrument, or other document is listed thereon.

d. Listing a contract or agreement on Schedule G does not constitute an admission that such contract or agreement is an executory contract or unexpired lease. The Debtor reserves all rights to challenge whether any of the listed contracts, leases, agreements or other documents constitute an executory contract or unexpired lease, including if any


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are unexpired non-residential real property leases. Any and all of the Debtor’s rights, claims and causes of action with respect to the contracts and agreements listed on Schedule G are hereby reserved and preserved.

6. Disputed, Contingent and/or Unliquidated Claims. A failure to designate a claim on the Schedules and Statement as disputed, contingent and/or unliquidated does not constitute an admission that such claim is not subject to objection by the Debtor. The Debtor reserves the right to dispute, or assert offsets or defenses to, any claim reflected on

7. Value of Real Estate. The Debtor has not undertaken any recent appraisals and has indicated “Unknown” for the current value of its land, land improvements, buildings, and renovations for the current value of Debtor’s in the Schedules.

8. Value of Furniture, Equipment and Vehicles. The Debtor has not undertaken any recent appraisals and has indicated “Unknown” for the current value of its furniture, equipment, and vehicles in the Schedules.

9. Litigation. The Debtor has listed in the Schedules and Statement all known claimants related to any pending or threatened litigation action as contingent, disputed and unliquidated with unknown amounts.

10. Claims and Causes of Action. The Debtor has not necessarily set forth all claims or causes of action against third parties as assets in the Schedules and Statement. The Debtor reserves all its rights with respect to any such claims or causes of action and the Schedules and Statement shall not be deemed a waiver of any such causes of action.

11. Statement of Financial Affairs 3d - Certain payments or transfers to creditors within 90 days before filing this case. The Bankruptcy Court has authorized the Debtor to pay prepetition wages, salaries and employee benefits. Accordingly, these amounts have not been included in SOFA 3d.

12. Statement of Financial Affairs 21 – Property the Debtor holds that the Debtor does not own. At any time, the Debtor may hold miscellaneous equipment or supplies that is owned by outside contractor or operate vehicles and other transportation equipment pursuant to various operating lease agreements. From time to time, the Debtor holds pre-occupancy entrance fee deposits from prospective residents and tenant security deposits.

13. Statement of Financial Affairs 27 – Inventories. Inventories listed on the SOFA have not undergone an analysis of Claims under Bankruptcy Code section 503(b)(9). Accordingly, the Debtor reserves all rights to dispute or challenge the validity of any asserted Claims under Bankruptcy Code section 503(b)(9) or the characterization of the structure of any such transaction or any document or instrument related to any creditor’s Claim.


Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy 04/19

Official Form 207

The debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and case number (if known).

Fill in this information to identify the case:

Debtor Name: In re : Henry Ford Village, Inc.

United States Bankruptcy Court for the: Eastern District Of Michigan

Case number (if known): 20-51066 (MAR)

Check if this is an amended filing

Part 1: Income

For prior year: From 01/01/2019 to 12/31/2019 Operating a business

MM / DD / YYYY MM / DD / YYYY Other $ 37,421,025.00

1. Gross revenue from business

Identify the beginning and ending dates of the debtor’s fiscal year, which may be a calendar year

Sources of revenue Check all that apply

Gross revenue(before deductions and exclusions)

From the beginning of thefiscal year to filing date: From 01/01/2020 to Filing date Operating a business

MM / DD / YYYY Other $ 29,783,985.34

None

For the year before that: From 01/01/2018 to 12/31/2018 Operating a business

MM / DD / YYYY MM / DD / YYYY Other $ 37,314,102.00

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 120-51066-mar Doc 104 Filed 11/30/20 Entered 11/30/20 20:39:53 Page 10 of 46

2. Non-business revenue

Description of sources of revenue

Gross revenue from each source(before deductions and exclusions)

Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1.

None

From the beginning of thefiscal year to filing date: From 01/01/2020 to Filing date

Interest income; net gains on investments $ 383,759.30

MM / DD / YYYY

Unrestricted cash contributions; space rentals and custom work on apartments $ 330,697.34

Contributions released from restrictions $ 0.00

For prior year: From 01/01/2019 to 12/31/2019Interest income; net gains on investments $ 609,813.00

MM / DD / YYYY MM / DD / YYYY

Unrestricted cash contributions; space rentals and custom work on apartments $ 1,509,612.00

Contributions released from restrictions $ 1,060,947.00

For the year before that: From 01/01/2018 to 12/31/2018Interest income; net gains on investments $ 89,767.00

MM / DD / YYYY MM / DD / YYYY

Unrestricted cash contributions; space rentals and custom work on apartments $ 716,267.00

Contributions released from restrictions $ 972,556.00

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 2

Debtor: Case number (if known): Henry Ford Village, Inc. 20-51066

Name


3. Certain payments or transfers to creditors within 90 days before filing this case

List payments or transfers-including expense reimbursements-to any creditor, other than regular employee compensation, within 90 days before filing this case unless the aggregate value of all property transferred to that creditor is less than $6,825 . (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.)

None

Creditor’s name and address Dates Total amount or value Reasons for payment or transferCheck all that apply

3.1 See SOFA 3 Attachment $ Secured debtCreditor's Name

Unsecured loan repayments

Suppliers or vendorsStreet

Services

Other

City State ZIP Code

Country

Part 2: List Certain Transfers Made Before Filing for Bankruptcy

4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider

List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.) Do not include any payments listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives; general partners of a partnership debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of the debtor. 11 U.S.C. § 101(31).

None

Insider's Name and Address Dates Total amount or value Reason for payment or transfer

4.1 See SOFA 4 Attachment $ Insider's Name

Street

City State ZIP Code

Country

Relationship to Debtor



Name


5. Repossessions, foreclosures, and returns

List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor, sold at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6.

None

Creditor's Name and Address Description of the Property Date Value of property

5.1 $ Creditor's Name

Street

City State ZIP Code

Country

6. Setoffs

List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an account of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor owed a debt.

None

Creditor's Name and Address Description of the action creditor took Date action was taken Amount

6.1 UMB Bank, Bond TrusteeSweep redemption to cover shortfall indebt service remittance. 05/15/2020 $ 343,506.15

Creditor's Name

c/o of Mintz, Levin,Cohn,Ferris,Glovsky and Popeo, P.C.Street

One Financial Center Last 4 digits of account number: XXXX– 828.6

Boston MA 02111City State ZIP Code

Country

6.2 UMB Bank, Bond Trustee Setoff of Trustee loan accounts. 10/22/2020 $ 4,351,111.49 Creditor's Name

c/o of Mintz, Levin,Cohn,Ferris,Glovsky and Popeo, P.C.Street

One Financial Center Last 4 digits of account number: XXXX– 828.6

Boston MA 02111City State ZIP Code

Country



Name


7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits

List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was involved in any capacity—within 1 year before filing this case.

None

Case title Nature of case Court or agency’s name and address Status of case

7.1 See SOFA7 Attachment PendingName On appeal

ConcludedStreet

Case number

City State ZIP Code

Country

Part 3: Legal Actions or Assignments

8. Assignments and receivership

List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the hands of a receiver, custodian, or other court-appointed officer within 1 year before filing this case.

None

Custodian’s name and address Description of the Property Value

8.1 $

Custodian’s name Court name and address

Case title

Street Name

Case number Street

City State ZIP Code

Country Date of order or assignment City State ZIP Code

Country



Name


Part 4: Certain Gifts and Charitable Contributions

9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregate value of the gifts to that recipient is less than $1,000

None

Recipient’s name and address Description of the gifts or contributions Dates given Value

9.1 $

Creditor's Name

Street

City State ZIP Code

Country

Recipient’s relationship to debtor



Name


Part 5: Certain Losses

10. All losses from fire, theft, or other casualty within 1 year before filing this case.

None

Description of the property lost and how the loss occurred

Amount of payments received for the lossIf you have received payments to cover the loss, for example, from insurance, government compensation, or tort liability, list the total received.List unpaid claims on Official Form 106A/B (Schedule A/B: Assets – Real and Personal Property).

Date of loss Value of property lost

10.1 Water and mold damage $2,393.70 5/20/2020 $ Unknown

10.2 Apartment damage due to fire $14,004.05 12/2/2019 $ Unknown



Name


11. Payments related to bankruptcy

List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the filing of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking bankruptcy relief, or filing a bankruptcy case.

None

Who was paid or who received the transfer? If not money, describe any property transferred Dates Total amount or value

11.1 See SOFA 11 Attachment $

Address

Street

City State ZIP Code

Country

Email or website address

Who made the payment, if not debtor?

Part 6: Certain Payments or Transfers

12. Self-settled trusts of which the debtor is a beneficiary

List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of this case to a self-settled trust or similar device.Do not include transfers already listed on this statement.

None

Name of trust or device Describe any property transferred Dates transfers were made Total amount or value

12.1 $

Trustee



Name


13. Transfers not already listed on this statement

List any transfers of money or other property - by sale, trade, or any other means - made by the debtor or a person acting on behalf of the debtor within 2 years before the filing of this case to another person, other than property transferred in the ordinary course of business or financial affairs. Include both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement.

None

Who received transfer?Description of property transferred or payments received or debts paid in exchange

Date transfer was made Total amount or value

13.1 $

Address

Street

City State ZIP Code

Country

Relationship to Debtor



Name


Part 7: Previous Locations

14. Previous addresses

List all previous addresses used by the debtor within 3 years before filing this case and the dates the addresses were used.

Does not apply

Address Dates of occupancy

14.1 From ToStreet

City State ZIP Code

Country



Name


Part 8: Health Care Bankruptcies

15. Health Care bankruptcies

Is the debtor primarily engaged in offering services and facilities for:— diagnosing or treating injury, deformity, or disease, or— providing any surgical, psychiatric, drug treatment, or obstetric care?

No. Go to Part 9.

Yes. Fill in the information below.

Facility Name and Address Nature of the business operation, including type of services the debtor provides

If debtor provides meals and housing, number of patients in debtor’s care

15.1 Henry Ford Village SKILLED NURSING, ASSISTED LIVING 90 Facility Name

15101 Ford RoadLocation where patient records are maintained (if different from facility address). If electronic, identify any service provider. How are records kept?

Street Check all that apply:

Electronically

Dearborn MI 48126 Paper

City State ZIP Code

Country



Name


Part 9: Personally Identifiable Information

INSURANCE, FINANCIAL, AND MEDICAL INFORMATION

16. Does the debtor collect and retain personally identifiable information of customers?

Yes. State the nature of the information collected and retained.

Does the debtor have a privacy policy about that information?

No.

No

Yes

17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or other pension or profit-sharing plan made available by the debtor as an employee benefit?

No. Go to Part 10.

Yes. Does the debtor serve as plan administrator?

No. Go to Part 10.

Yes. Fill in below:

Name of plan Employer identification number of the plan

17.1 HENRY FORD VILLAGE 403(B) PLAN EIN: 7328

Has the plan been terminated?

No

Yes



Name


Part 10: Certain Financial Accounts, Safe Deposit Boxes, and Storage Units

18. Closed financial accounts

Within 1 year before filing this case, were any financial accounts or instruments held in the debtor’s name, or for the debtor’s benefit, closed, sold, moved, or transferred?Include checking, savings, money market, or other financial accounts; certificates of deposit; and shares in banks, credit unions, brokerage houses, cooperatives, associations, and other financial institutions.

None

Financial institution name and address Last 4 digits of account number Type of account

Date account was closed, sold, moved, or transferred

Last balance before closing or transfer

18.1 XXXX- Checking $ Name

Savings

Money market Street

Brokerage

Other

City State ZIP Code

Country

19. Safe deposit boxes

List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this case.

None

Depository institution name and address Names of anyone with access to it Description of the contents Does debtor still

have it?

19.1 No Name

Yes Street

Address City State ZIP Code

Country



Name


20. Off-premises storage

List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building in which the debtor does business.

None

Facility name and address Names of anyone with access to it Description of the contents Does debtor still have it?

20.1 No Name

Yes Street

Address City State ZIP Code

Country



Name


Part 11: Property the Debtor Holds or Controls That the Debtor Does Not Own

21. Property held for another

List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. Do not list leased or rented property.

None

Owner’s name and address Location of the property Description of the property Value

21.1 Various

c/o Henry Ford Village

15101 Ford RoadDearborn

Miscellaneous equipment andsupplies, Lease vehicles. $ Unknown

Name

MI 48126

Street

City State ZIP Code

Country

21.2 Various



Preoccupancy Entrance FeeDeposits and Residential $ 547,343.00

Name

MI 48126Lease Security Deposits

Street

City State ZIP Code

Country

21.3

Various - Refer to Schedule A/B Cash and Cash Equivalents for list of restricted accounts



Various restricted cash andmarketable security accounts $ 960,485.00

Name

MI 48126for the benefit of residents

Street

City State ZIP Code

Country



Name


22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and orders.

No

Yes. Provide details below.

Case title Court or agency name and address Nature of the case Status of case

22.1 PendingName On appeal

Concluded

Street

Case Number

City State ZIP Code

Country

23. Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violation of an environmental law?

No


Site name and address Governmental unit name and address Environmental law, if known Date of notice

23.1Name Name

Street Street

City State ZIP Code City State ZIP Code

Country Country

Part 12: Details About Environmental Information

For the purpose of Part 12, the following definitions apply:

Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the medium affected (air, land, water, or any other medium).

Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly owned, operated, or utilized.

Hazardous material means anything that an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant, or a similarly harmful substance.

Report all notices, releases, and proceedings known, regardless of when they occurred.



Name


24. Has the debtor notified any governmental unit of any release of hazardous material?

No


Site name and address Governmental unit name and address Environmental law, if known Date of notice

24.1Name Name

Street Street

City State ZIP Code City State ZIP Code

Country Country



Name


26. Books, records, and financial statements

26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case.

None

Name and Address Dates of service

26a.1 Kushant Shah From 03/2020 To CurrentName

c/o Henry Ford VillageStreet

15101 Ford Road

Dearborn MI 48126City State ZIP Code

Country

CFO

26a.2 Kushant Shah From 03/2019 To 03/2020Name

c/o Henry Ford VillageStreet

15101 Ford Road

Dearborn MI 48126City State ZIP Code

Country

Director of Finance

Part 13: Details About the Debtor’s Business or Connections to Any Business

25. Other businesses in which the debtor has or has had an interest

List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case.Include this information even if already listed in the Schedules.

None

Business name and address Describe the nature of the business Employer Identification number Do not include Social Security number or ITIN.

25.1 EIN: Name Dates business existed

From To

Street

City State ZIP Code

Country



Name


26a.3 Joseph Lipiec From 05/2015 To 03/2019Name

1330 Glaser DriveStreet

Troy MI 48085City State ZIP Code

Country

26a.4 Life Care Services From 12/2010 To CurrentName

7321 South Lindbergh Blvd, Suite #320Street

St. Louis MO 63125City State ZIP Code

Country

26b.List all firms or individuals who have audited, compiled, or reviewed debtor’s books of account and records or prepared a financial statement within 2 years before filing this case.

None

Name and Address Dates of service

26b.1 Baker Tilly From 2016 To CurrentName

2000 Town Center, Suite #900Street

Southfield MI 48075

City State ZIP Code

Country

Auditor

26c. List all firms or individuals who were in possession of the debtor’s books of account and records when this case is filed.

None

Name and address If any books of account and records are unavailable, explain why

26c.1 Kushant Shah

Name


Street

15101 Ford Road

Dearborn MI 48126

City State ZIP Code

Country



Name


Name and address If any books of account and records are unavailable, explain why

26c.2 Life Care Services

Name

7321 South Lindbergh Blvd, Suite #320

Street

St. Louis MO 63125

City State ZIP Code

Country

26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financial statement within 2 years before filing this case.

None

Name and address

26d.1 See SOFA 26d Attachment

Name

Street

City State ZIP Code

Country

27. Inventories

Have any inventories of the debtor’s property been taken within 2 years before filing this case?

No

Yes. Give the details about the two most recent inventories.

Name of the person who supervised the taking of the inventory Date of Inventory

The dollar amount and basis (cost, market, or other basis) of each inventory

Kushant Shah 12/31/2019 $ 176,896.00

Name and address of the person who has possession of inventory records

27.1 Kushant Shah

Name


Street

15101 Ford Road

Dearborn MI 48126

City State ZIP Code

Country



Name


29. Within 1 year before the filing of this case, did the debtor have officers, directors, managing members, general partners, members in control of the debtor, or shareholders in control of the debtor who no longer hold these positions?

No

Yes. Identify below.

Name Address Position and Nature of any interest

Period during which position or interest was held

29.1 Pamela Troutman Reid 15 Kirby St, Apt 1118, Detroit, MI 48202 Board Member From 07/2017 To 06/2019

29.2 Jaquelin Washington Deceased Board Member From 07/2016 To 04/2019

30. Payments, distributions, or withdrawals credited or given to insiders

Within 1 year before filing this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, bonuses, loans,credits on loans, stock redemptions, and options exercised?

No


Name and address of recipientAmount of money or description and value of property

Dates Reason for providing the value

30.1 See SOFA 4Name

Street

City State ZIP Code

Country

Relationship to debtor

28. List the debtor’s officers, directors, managing members, general partners, members in control, controlling shareholders, or other people in control of the debtor at the time of the filing of this case.

Name Address Position and Nature of any interest

% of interest, if any

28.1 See SOFA 28 Attachment

Name of the person who supervised the taking of the inventory Date of Inventory

The dollar amount and basis (cost, market, or other basis) of each inventory

Kushant Shah 12/31/2018 $ 167,976.00

Name and address of the person who has possession of inventory records

27.2 Kushant Shah

Name


Street

15101 Ford Road

Dearborn MI 48126

City State ZIP Code

Country



Name


31. Within 6 years before filing this case, has the debtor been a member of any consolidated group for tax purposes?

No


Name of the parent corporation Employer Identification number of the parent corporation

31.1 EIN:

32. Within 6 years before filing this case, has the debtor as an employer been responsible for contributing to a pension fund?

No


Name of the pension fund Employer Identification number of the pension fund

32.1 EIN:



Name


connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in

18 U.S.C.§§ 152, 1341, 1519, and 3571.

I have examined the information in this Statement of Financial Affairs and any attachments and have a reasonable belief that the information is true and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on 11/30/2020

MM / DD / YYYY

Are additional pages to Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy (Official Form 207) attached?

No

Yes

Printed name

Signature of individual signing on behalf of the debtor

/ s / Chad J. Shandler Chad J. Shandler

Part 14: Signature and Declaration

Position or relationship to debtor Chief Restructuring Officer


In re: Henry Ford Village, Inc.

Case No. 20-51066Attachment 3

Certain payments or transfers to creditors within 90 days before filing this case

Creditor's name Address 1 Address 2 City State Zip Date

Total amount or

value

Reason for payment or transfer

(e.g. Secured debt, Unsecured loan

repayments, Suppliers or vendors,

Services, or Other)

ABM Healthcare Support Services Inc

ABM Health PO Box 74008829 Chicago IL 60674-8829 8/10/20 50,342.21 Professional & Contracted Services










ABM Health Total 211,580.85

Alternative Contracting Inc 7703 Donna Westland MI 48185 8/10/20 26,765.00 CapEx






Alternative Contracting Inc Total 171,635.00

Avtech Capital, LLC 6995 Union Park Center Suite 400 Salt Lake City UT 84047 8/3/20 6,850.48 Other Operating Expenses




Avtech Capital, LLC Total 26,457.93

Baker Tilly Virchow Krause LLP Box 78975 Milwaukee WI 53278-8975 8/24/20 10,000.00 Audit Services



Baker Tilly Virchow Krause LLP Total 30,500.00

Bartz Bakery Inc 1532 Telegraph Road Dearborn MI 48128 8/11/20 4,533.35 Dietary & Related Supplies






Bartz Bakery Inc 1532 Telegraph Road Dearborn MI 48128 9/29/20 534.00 Dietary & Related Supplies

Bartz Bakery Inc 1532 Telegraph Road Dearborn MI 48128 10/8/20 380.00 Dietary & Related Supplies

Bartz Bakery Inc Total 24,402.90

Beaumont Hospital - Dearborn 26901 Beaumont Boulevard Southfield MI 48033 8/5/20 4,558.79 Laboratory


Page 1 of 9






Total amount or

value




Services, or Other)





Beaumont Hospital - Dearborn Total 47,291.84 Buselmeier,Caro 8/3/20 11,800.00 Deposit Refund

Buselmeier,Caro Total 11,800.00

C & A TYPE AND GRAPHICS 7326 GREENFIELD DEARBORN MI 48126 8/14/20 1,031.00 Supplies

C & A TYPE AND GRAPHICS 7326 GREENFIELD DEARBORN MI 48126 8/14/20 546.00 Supplies







C & A TYPE AND GRAPHICS Total 6,913.00

CareLinc Medical LLC 89 54th Street SW Grand Rapids MI 49548-5503 8/11/20 3,879.00 Medical Equipment

CareLinc Medical LLC 89 54th Street SW Grand Rapids MI 49548-5503 9/21/20 3,488.00 Medical Equipment

CareLinc Medical LLC Total 7,367.00

City of Dearborn 15801 Michigan Ave Dearborn MI 48126 8/27/20 620.00 Utilities

City of Dearborn 15801 Michigan Ave Dearborn MI 48126 10/15/20 116,262.13 Utilities

City of Dearborn 15801 Michigan Ave Dearborn MI 48126 10/22/20 972.00 Utilities

City of Dearborn Total 117,854.13

Comerica Bank PO Box 75000 Detroit MI 48275-8163 8/13/20 2,575.37 Bank Fees

Comerica Bank PO Box 75000 Detroit MI 48275-8163 8/14/20 26,071.88 Credit Card Payments





Comerica Bank Total 83,939.63

Corporate Fleet Services Inc 16322 Woodward Ave Highland Park MI 48203 8/10/20 2,917.92 Lease Payments



Corporate Fleet Services Inc Total 8,753.76

Danielson Group PC, The 55921 GRATIOT AVE CHESTERFIELD TWP MI 48051 8/12/20 9,126.00 Legal Services



Danielson Group PC, The Total 33,754.50

Del Bene Produce Inc 2900 RIVARD DETROIT MI 48207 8/6/20 1,040.40 Dietary & Related Supplies

Page 2 of 9






Total amount or

value




Services, or Other)







Del Bene Produce Inc Total 22,725.88

Detroit Glass & Mirror 972 Adelaide Wyandotte MI 48192 7/30/20 384.62 Building, Grounds & Maintenance

Detroit Glass & Mirror 972 Adelaide Wyandotte MI 48192 8/6/20 1,362.09 Building, Grounds & Maintenance







Detroit Glass & Mirror Total 9,817.89

Dickinson Wright Pllc 2600 West Big Beaver Road Troy MI 48084-3312 8/25/20 8,000.00 Legal Services



Dickinson Wright Pllc Total 24,000.00

Direct Energy PO Box 32179 New York NY 10087-2179 8/26/20 9,485.91 Utilities

Direct Energy PO Box 32179 New York NY 10087-2179 9/22/20 6,945.75 Utilities

Direct Energy Total 16,431.66

Driven Solutions Inc 404 E 10 Mile Road Suite 100 Pleasant Ridge MI 48069 8/20/20 72,768.08 Marketing Expenses

Driven Solutions Inc 404 E 10 Mile Road Suite 100 Pleasant Ridge MI 48069 9/18/20 78,523.16 Marketing Expenses

Driven Solutions Inc Total 151,291.24

DTE Energy PO Box 630795 Cincinnati OH 45263-0795 8/13/20 60,375.17 Utilities






DTE Energy Total 306,372.26

Fire Alarm Service Team LLC 4023 S Old US Highway 23 Brighton MI 48114 8/7/20 150.00 Building, Grounds & Maintenance

Fire Alarm Service Team LLC 4023 S Old US Highway 23 Brighton MI 48114 9/2/20 948.50 Building, Grounds & Maintenance

Fire Alarm Service Team LLC 4023 S Old US Highway 23 Brighton MI 48114 9/28/20 5,754.00 Building, Grounds & Maintenance

Fire Alarm Service Team LLC Total 6,852.50 Fuqua,Norman 9/11/20 13,770.00 Deposit Refund

Fuqua,Norman Total 13,770.00

Gordon Food Service Inc 1300 Gezon Parkway SW Wyoming MI 49509 8/5/20 13,512.06 Dietary & Related Supplies

Page 3 of 9






Total amount or

value




Services, or Other)






Gordon Food Service Inc Total 121,763.51

H.T. Hackney Co, The P. O. BOX 8395 GRAND RAPIDS MI 49518-8395 8/7/20 956.73 Dietary & Related Supplies

H.T. Hackney Co, The P. O. BOX 8395 GRAND RAPIDS MI 49518-8395 8/11/20 939.64 Dietary & Related Supplies

H.T. Hackney Co, The P. O. BOX 8395 GRAND RAPIDS MI 49518-8395 9/8/20 1,759.38 Dietary & Related Supplies





H.T. Hackney Co, The Total 13,066.57 Harris, Sammie 9/30/20 24,100.00 Deposit Refund

Harris, Sammie Total 24,100.00

Hawkins Delafield & Wood LLP One Gateway Center Newark NJ 07102 10/7/20 10,000.00 Legal Services

Hawkins Delafield & Wood LLP Total 10,000.00

Henry Ford Health System 22777 W 11 Mile Rd Southfield MI 48034 8/25/20 63.37 Medical Supplies - Drugs

Henry Ford Health System 22777 W 11 Mile Rd Southfield MI 48034 8/31/20 4,980.35 Medical Supplies - Drugs

Henry Ford Health System 22777 W 11 Mile Rd Southfield MI 48034 9/18/20 175.64 Medical Supplies - Drugs




Henry Ford Health System Total 22,122.76

IPFS Corporation 24722 Network Place Chicago IL 60673-1247 9/9/20 57,406.94 Insurance Financing



IPFS Corporation Total 123,500.58

Janssen Refrigeration Co Inc 26725 Bunert Warren MI 48089 8/18/20 1,054.81 Building, Grounds & Maintenance

Janssen Refrigeration Co Inc 26725 Bunert Warren MI 48089 8/18/20 590.00 Building, Grounds & Maintenance


Janssen Refrigeration Co Inc 26725 Bunert Warren MI 48089 9/23/20 230.00 Building, Grounds & Maintenance


Janssen Refrigeration Co Inc Total 8,124.94

Johnson Controls PO BOX 730068 Dallas TX 75373 8/10/20 2,354.17 Building, Grounds & Maintenance




Page 4 of 9






Total amount or

value




Services, or Other)

Johnson Controls Total 14,570.63 Kaszowski,Esthe 10/14/20 14,125.00 Deposit Refund

Kaszowski,Esthe Total 14,125.00

Life Care Companies LLC 400 Locust StreetSuite 820 Des Moines IA 50309-2334 8/26/20 78,814.96 Management Expenses

Life Care Companies LLC 400 Locust StreetSuite 820 Des Moines IA 50309-2334 10/6/20 79,985.12 Management Expenses

Life Care Companies LLC Total 158,800.08

Mains Landscape Supply 21355 TELEGRAPH ROAD SOUTHFIELD MI 48034 8/27/20 179.45 Building, Grounds & Maintenance

Mains Landscape Supply 21355 TELEGRAPH ROAD SOUTHFIELD MI 48034 9/11/20 261.93 Building, Grounds & Maintenance

Mains Landscape Supply 21355 TELEGRAPH ROAD SOUTHFIELD MI 48034 10/20/20 11,418.32 Building, Grounds & Maintenance

Mains Landscape Supply Total 11,859.70

McKesson Medical-Surgical P.O. BOX 630693 CINCINNATI OH 45263-0693 8/10/20 15,379.53 Supplies



McKesson Medical-Surgical P.O. BOX 630693 CINCINNATI OH 45263-0693 8/24/20 151.64 Supplies





McKesson Medical-Surgical Total 69,037.95

Medical Staffing Network PO Box 840292 Dallas TX 75284-0292 8/11/20 3,210.00 Professional & Contracted Services

Medical Staffing Network PO Box 840292 Dallas TX 75284-0292 8/25/20 712.00 Professional & Contracted Services

Medical Staffing Network PO Box 840292 Dallas TX 75284-0292 9/21/20 888.00 Professional & Contracted Services



Medical Staffing Network Total 12,559.50

Netsmart Technologies Inc PO Box 823519 Philadelpha PA 19182-3519 8/10/20 1,491.51 Information Technology




Netsmart Technologies Inc Total 22,521.13

One Care Pharmacy LLC 1945 Heide Drive Troy MI 48084 8/26/20 66,012.92 Medical Supplies

One Care Pharmacy LLC 1945 Heide Drive Troy MI 48084 9/23/20 68,347.12 Medical Supplies

One Care Pharmacy LLC Total 134,360.04

Otis Elevator Co P.O. BOX 73579 CHICAGO IL 60673-7579 8/7/20 1,635.00 Building, Grounds & Maintenance

Otis Elevator Co P.O. BOX 73579 CHICAGO IL 60673-7579 8/24/20 11,273.25 Building, Grounds & Maintenance

Otis Elevator Co Total 12,908.25

PRN on Demand LLC 851 Penniman Ave Plymouth MI 48170 8/6/20 3,187.25 Professional & Contracted Services




Page 5 of 9






Total amount or

value




Services, or Other)



PRN on Demand LLC Total 36,007.27

Rapid Response Emergency Services

LLC 1872 Reliable Parkway Chicago IL 60686 9/21/20 10,206.20 Other Operating Expenses

Rapid Response Emergency Services

LLC Total 10,206.20

RehabCare Group Therapy Services PO BOX 503534 St. Louis MO 63150-3534 7/31/20 111,680.31 Professional & Contracted Services



RehabCare Group Therapy Services

Total 379,005.05

Resident 20381 8/3/20 8,189.20 Resident Refund

Resident 20381 Total 8,189.20



Resident 20462/20660 7/30/20 7,227.93 Resident Refund

Resident 20462/20660 8/31/20 7,226.26 Resident Refund

Resident 20462/20660 Total 14,454.19













Resident

21524/21526/21520/21521/21523/2

1525/21522 10/26/20 39,828.99 Resident Refund

Page 6 of 9






Total amount or

value




Services, or Other)

Resident

21524/21526/21520/21521/21523/2

1525/21522 10/26/20 12,000.00 Resident Refund

Resident

21524/21526/21520/21521/21523/2

1525/21522 Total 51,828.99



SCI Floor Covering Inc PO Box 675177 Detroit MI 48267-5177 8/6/20 2,937.60 CapEx



SCI Floor Covering Inc PO Box 675177 Detroit MI 48267-5177 9/4/20 934.74 CapEx


SCI Floor Covering Inc PO Box 675177 Detroit MI 48267-5177 9/21/20 753.62 CapEx


SCI Floor Covering Inc Total 19,654.93

Senior Care Network LLC 21800 Haggerty Road Suite 205 Northville MI 48167 8/24/20 13,500.00 Professional & Contracted Services

Senior Care Network LLC 21800 Haggerty Road Suite 205 Northville MI 48167 9/22/20 13,500.00 Professional & Contracted Services

Senior Care Network LLC Total 27,000.00

State of Michigan 333 S. Grand Ave PO Box 30195 Lansing MI 48909 8/10/20 22,158.62 Taxes



State of Michigan Total 31,499.66

Stericycle, Inc P.O. BOX 6575 Carolstream IL 60197-6575 8/24/20 6,567.00 Utilities



Stericycle, Inc P.O. BOX 6575 Carolstream IL 60197-6575 10/9/20 546.47 Utilities


Stericycle, Inc Total 15,959.79

Sysco Food Services of Detroit PO BOX 33580 DETROIT MI 48233-0580 8/12/20 31,525.57 Dietary & Related Supplies









Sysco Food Services of Detroit Total 308,230.54

Page 7 of 9






Total amount or

value




Services, or Other)

Ultra X Imaging LLC 729 W Ann Arbor Trial Plymouth MI 48170 8/24/20 3,170.72 Other Operating Expenses



Ultra X Imaging LLC Total 7,900.91

United Fish Distributors Inc 1349-51 Adelaide Street Detroit MI 48207 8/10/20 1,799.92 Dietary & Related Supplies





United Fish Distributors Inc 1349-51 Adelaide Street Detroit MI 48207 10/13/20 366.00 Dietary & Related Supplies

United Fish Distributors Inc Total 18,392.31

United Lawnscape Inc PO Box 936640 Atlanta GA 31193-6640 8/14/20 570.00 Building, Grounds & Maintenance

United Lawnscape Inc PO Box 936640 Atlanta GA 31193-6640 8/31/20 5,921.54 Building, Grounds & Maintenance

United Lawnscape Inc PO Box 936640 Atlanta GA 31193-6640 10/13/20 5,921.53 Building, Grounds & Maintenance

United Lawnscape Inc Total 12,413.07

Valley City Linen 10 Diamond Avenue SE Grand Rapids MI 49506 8/12/20 720.20 Dietary & Related Supplies

Valley City Linen 10 Diamond Avenue SE Grand Rapids MI 49506 8/25/20 2,485.94 Dietary & Related Supplies




Valley City Linen Total 9,545.11

VFS, LLC 5827 Terex Clarkston MI 48346 8/3/20 5,209.97 Other Operating Expenses



VFS, LLC Total 15,629.91

Waste Management PO Box 4648 Carol Stream IL 60197-4648 8/25/20 4,285.18 Utilities



Waste Management Total 12,933.25

Whirlpool Corporation PO Box 88129 Chicago IL 60695-1129 8/24/20 3,540.00 CapEx




Whirlpool Corporation Total 17,143.00

Wilkins Floorcovering PO BOX 530126 LIVONIA MI 48153 8/24/20 1,568.77 Building, Grounds & Maintenance

Wilkins Floorcovering PO BOX 530126 LIVONIA MI 48153 9/8/20 131.25 Building, Grounds & Maintenance

Wilkins Floorcovering PO BOX 530126 LIVONIA MI 48153 9/21/20 781.74 Building, Grounds & Maintenance



Wilkins Floorcovering Total 7,256.74

Page 8 of 9






Total amount or

value




Services, or Other)

Wow! Internet & Cable

(Wideopenwest) PO Box 4350 CAROL STREAM IL 60197-4350 8/10/20 4,903.22 Utilities






(Wideopenwest) Total 33,614.71

Xerox Corporation PO Box 202882 Dallas TX 75320-2882 8/11/20 7,634.84 Administrative Expense

Xerox Corporation PO Box 202882 Dallas TX 75320-2882 9/9/20 7,634.84 Administrative Expense

Xerox Corporation Total 15,269.68 Grand Total 3,272,271.76

Page 9 of 9




Payments or other transfers of property made within 1 year before filing this case that benefited any insider

Insider's name Address 1 City State Zip Date

Total amount

or value

Reasons for payment

or transfer Relationship to debtor

Redacted 15101 Ford Road Dearborn MI 48126 11/08/2019 4,807.69$ Gross Regular Pay Redacted








Redacted 15101 Ford Road Dearborn MI 48126 02/14/2020 10,000.00$ Bonus Pay Redacted



















Page 1 of 1




Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits

Case Title Case number Nature of case Court name Court address 1 Court address 2 Court City

Court

State

Court

Zip

Status of case

(e.g. Pending,

On appeal,

Concluded)

Antonia Smith 189299409 Workers Comp N/A ConcludedDavid Plumley vs. Erickson Retirement

Communities, Henry Ford Village, Inc., Life Care

Services, LLC, Redwood-ERG Management, LLC,

Senior Campus Living, Inc., Senior Campus

Services, LLC 14-006796-CK Entrance Fee Third Judicial Circuit of Michigan Coleman A Young Municipal Center 2 Woodward Avenue Detroit MI 48226 Pending

Fatimah Abboud and Khalil Abboud vs Henry Ford

Village, Inc., Life Care Services, LLC, d/b/a Henry

Ford Village, Inc. 19-003674-NH Personal Injury Third Judicial Circuit of Michigan Coleman A Young Municipal Center 2 Woodward Avenue Detroit MI 48226 Pending

Jerome Mallett, Trustee of the James L Mallett

Revocable Trust Dated November 14, 2016 vs.

Henry Ford Village, Inc, Mary Maxine Mallett 20-013873-CK Entrance Fee Third Judicial Circuit of Michigan Coleman A Young Municipal Center 2 Woodward Avenue Detroit MI 48226 Pending

John A. Currie, Trustee of the Jane H. Currie

Revocable Living Trust vs. Henry Ford Village

Foundation, Inc., Henry Ford Village, Inc. 20-011413-CK Entrance Fee Third Judicial Circuit of Michigan Coleman A Young Municipal Center 2 Woodward Avenue Detroit MI 48226 Pending

Lee Richard vs. Henry Ford Village, Inc. 2020-183729-CK Entrance Fee Oakland County Circuit Court 1200 N Telegraph Rd Dept 413 Pontiac MI 48341 Pending

Linda Davis vs. Henry Ford Village, Inc. 20-013791-CK Entrance Fee Third Judicial Circuit of Michigan Coleman A Young Municipal Center 2 Woodward Avenue Detroit MI 48226 Pending

Marisa Roddy vs. Henry Ford Village, Inc. 19-010892-NO Personal Injury Third Judicial Circuit of Michigan Coleman A Young Municipal Center 2 Woodward Avenue Detroit MI 48226 Pending

Michael Colton, Personal Representative of the

Estate of Oresta Biloskurska vs. Henry Ford Village,

Inc. 19-011948-CZ Entrance Fee Circuit Court for the County of Wayne Coleman A Young Municipal Center 2 Woodward Avenue Detroit MI 48226 Concluded

Mildred Fisanick vs. Henry Ford Village, Inc. 18-013973-CZ Entrance Fee Third Judicial Circuit of Michigan Coleman A Young Municipal Center 2 Woodward Avenue Detroit MI 48226 Pending

Raegan Sweet 189004730-001 Workers Comp N/A Concluded

Shirley Harbin Revocable Living Trust vs. Henry Ford

Village, Inc. 20-011079-CK Entrance Fee Third Judicial Circuit of Michigan Coleman A Young Municipal Center 2 Woodward Avenue Detroit MI 48226 Pending

Page 1 of 1




Payments related to bankruptcy

Who was paid or who received the

transfer? Address 1 Address 2 City State Zip Email or website address

Who made the

payment, if not

debtor

If not money, describe

any property transferred Dates

Total amount

or value

Dykema Gossett PLLC 39577 Woodward Avenue Suite 300 Bloomfield Hills MI 48304 https://www.dykema.com/ 09/28/2020 $172,862.30




FTI Consulting Inc. 3 Times Square New York NY 10036 https://www.fticonsulting.com/ 08/10/2020 $150,000.00







Kurtzman Carson Consultants LLC 222 N. Pacific Coast Highway Suite 300 El Segundo CA 90245 https://www.kccllc.com/ 10/02/2020 $25,000.00

Kurtzman Carson Consultants LLC 222 N. Pacific Coast Highway Suite 300 El Segundo CA 90245 https://www.kccllc.com/ 10/23/2020 $50,000.00

TOTAL: $1,506,422.40

Page 1 of 1


https://www.kccllc.com/

https://www.kccllc.com/


Case No. 20-51066Attachment 26d

Books, records and financial statements - Financial institution to whom financial statement was issued

Name Address 1 Address 2 City State Zip

UMB, N.A. Bond Trustee 120 Sixth Street South Suite 1400 Minneapolis MN 55402

Miller Canfield 150 West Jefferson Suite 2500 Detroit MI 48226

Dickinson Wright 2600 W. Big Beaver Rd. Suite 300 Troy MI 48084

HJ Sims 11140 Rockville Pike Suite 630 Rockville MD 20852

Hawkins Delafield & Wood, LLP 2723 South State Street Sute 150 Ann Arbor MI 48104

Economic Development Corporation of the City of Dearborn 1601 Michigan Avenue Suite 15 Dearborn MI 48126

Gallagher 300 S. Riverside Plaza Suite 1500 Chicago IL 60606

*In addition to the above, in the ordinary course of their business, the Debtors provided financial statements or certain financial information to various

parties for business, statutory, credit, financing and other purposes. Recipients have included financial institutions, investment banks, and legal and

financial advisors and vendors.

Page 1 of 1




Current Partners, Officers, Directors and Shareholders

Name Address 1 Address 2 City State Zip

Position and nature of

any interest % of interest, if any

Bruce Blalock Life Care Services 400 Locust ST, Suite 800 Des Moines IA 50309 Executive Director 0%

Chad Shandler 3 Times Square 9th Floor New York NY 10036 Chief Restructuring Officer 0%

Curt Yun c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 Secretary/Treasurer 0%

Donald Jesmore c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 Board Vice Chairman 0%

Dr. Karen Ross c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 Board Member 0%

Dr. Walter Talamonti c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 Board Member 0%

John Byrne c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 Board Chairman 0%

Kushant Shah c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 CFO 0%

Linda Hiveley c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 Board Member 0%

Lynn Ford Alandt c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 Honorary Board Member 0%

Mary Lou Posa c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 Board Member 0%

Peter Falzon c/o Henry Ford Village 15101 Ford Road Dearborn MI 48126 Board Member 0%

Page 1 of 1


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