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RON BENDER (SBN 143364) JACQUELINE L. RODRIGUEZ (SBN 198838) TODD M. ARNOLD (SBN 221868) JOHN-PATRICK M. FRITZ (SBN 245240) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234; Facsimile: (310) 229-1244 Email: rb@lnbyb.com; jlr@lnbyb.com; tma@lnbyb.com; jpf@lnbyb.com Attorneys for Chapter 11 Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA (SANTA ANA DIVISION) In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. ____________________________ BIOLABS, INC., Debtor. ____________________________ Affects Both Debtors Affects WESTCLIFF MEDICAL LABORATORIES, INC. only Affects BIOLABS, INC. only Court Scheduled Hearing: Date: January 27, 2011 Time: 10:00 a.m. Place: Courtroom 5B 411 West Fourth Street Santa Ana, CA 92701-4593 DEBTORS SECOND CHAPTER 11 CASE MANAGEMENT REPORT Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA Chapter 11 Cases

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In

accordance

with

the

Courts

Order

Scheduling

Case

Management Conference, which set a Case Management Conference on September 2, 2010, and Westcliff Inc. Medical Laboratories, the Inc. 11 the Case

(Westcliff) 5 debtors 6 7 8 9 10 11 12 13 information 14 15 16 17 18 19 20 21 The 22 23 24 25 26 27 28 May 19, 2010. affairs and Debtors), and

BioLabs, in

(BioLabs), herein First

chapter

debtors

possession filed their

(collectively, Chapter 11

previously

Management Report (the First Report). The Court continued the Case Management Conference to

January 27, 2011. 11 Case

The Debtors hereby submit their Second Chapter Report for such continued Case Management

Management

Conference.

The information herein is largely the same as the provided in the First Report, with appropriate

supplements for events occurring after the First Report. 1. THE DEBTORS BUSINESS AND OPERATIONS, EVENTS PRECIPITATING THE BANKRUPTCY FILINGS, AND THE PRINCIPAL ASSETS AND

LIABILITIES OF THE ESTATES. A. Description and History of the Debtor Business, Case Background, and Necessity for Filing Chapter 11. Debtors commenced their bankruptcy cases by filing

voluntary petitions under Chapter 11 of the Bankruptcy Code on The Debtors continue to manage their financial their bankruptcy estates as debtors in

operate

possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.

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BioLabs is the parent company to Westcliff, which was the operating company. The only material asset owned by BioLabs is Biolabs was organized for the

its stock interest in Westcliff.

purposes of acquiring 100% of the capital stock and other equity 5 interests of Westcliff. 6 7 8 9 10 11 12 13 out-patients 14 15 16 17 18 19 20 21 whom GE Business Financial Services, Inc. acts as agent (in such 22 capacity, the Senior Loan Agent). 23 24 25 26 27 28 by a first priority security interest and lien against all or substantially all of the Debtors assets. Any other secured debt The Senior Debt was secured consummation of a sale of substantially all of Westcliff's throughout California. Prior to the recent Westcliff laboratory and was is founded in 1964 in as Santa a community-based Ana, California.

headquartered

Westcliff was the operator of approximately 170 branded, standalone, patient service center laboratories and STAT labs that provide various services, including clinical testing, pathology, reporting and support services for the benefit of thousands of

assets, the Debtors had nearly 1,000 employees. Much of the Debtors growth came from the acquisition of other labs, which caused the Debtors to incur a substantial

amount of debt.

The Debtors owed approximately $56 million (the

Senior Debt) to a group of lenders (the Senior Lenders) for

of the Debtors was relatively small in nature and related to

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liens

against

only

certain

of

the

Debtors

equipment.

The

Debtors also have a substantial amount of unsecured debt. While the Debtors revenue was significant, due to the small profit margins in this business, despite substantial and

5 continuing cost cutting measures undertaken by the Debtors, the 6 7 8 9 10 11 12 13 unable 14 15 16 17 18 19 20 21 The only way the Debtors could have survived as a stand 22 alone going concern business would have been for the Debtors to 23 24 25 26 27 28 raise many millions of dollars of additional equity which was not possible given the Debtors extensive debt structure. It therefore became clear to the Debtors in early 2009 that the only viable option available to the Debtors to avoid a shut including Debtors payments owing to former as part owners of the of companies the to remain current with their other debt obligations, Debtors were simply not able to operate sufficiently profitably to enable the Debtors to repay their debts. While the Debtors instituted as many expense reductions as were reasonably possible, the Debtors losses continued. Since

the beginning of 2009, the Debtors were unable to make any debt service payments to the Senior Lenders, and the Debtors were

previously

purchased

Debtors

overall

growth strategy.

Indeed, the Debtors were only able to survive

financially since the beginning of 2009 because the Senior Loan Agent provided the Debtors with emergency funding to cover

payroll and other vital expenses.

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down of their business and the loss of employment by all of the Debtors employees would be for the Debtors to sell their

business as a going concern to the highest bidder.

The Debtors

therefore engaged in an active sale process since early, 2009. 5 The Debtors engaged in extensive negotiations with LabCorp 6 7 8 9 10 11 12 13 free 14 15 16 17 18 19 20 21 approximately $8,000,000 for the Debtors estates) and all of the 22 Debtors cash. 23 24 25 26 27 28 The Debtors agreed with LabCorp that, in connection with the sale closing, the Debtors would be required to enter into a Transition Agreement with LabCorp. Agreement was to facilitate as The purpose of the Transition smooth a transition of the LabCorp. B. The Present Status of the Debtors Chapter 11 Cases. purchase price was $57.5 million subject to and clear sale order was a fundamental deal point for prior to the Petition Date over the details of an asset sale and the terms of a written asset purchase agreement (the APA) and related documents. Shortly prior to the Petition Date, the The

Debtors and LabCorp executed the APA and related documents.

Debtors bankruptcy cases were commenced to enable the Debtors to consummate their asset sale to LabCorp, as obtaining a bankruptcy

LabCorps

certain adjustments, while leaving with the Debtors, among other things, all of the Debtors accounts receivable (which the

Debtors estimated would result in an additional net recovery of

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Debtors

business

and

their

employees

to

LabCorp

as

possible

under the circumstances at no additional cost to the Debtors estates. At the urging of the Debtors (with the full support of the

5 Committee 6 7 8 9 10 11 12 13 competitive 14 15 16 17 18 19 20 21 secured by a first priority lien against the Debtors assets, the 22 Senior Lenders agreed to leave behind for the benefit of these 23 24 25 26 27 28 estates a substantial amount of money to be used to pay to other creditors. Agreement This was accomplished through an Asset Allocation reached between the Debtors, the Committee and the Debtors assets. In the past few months, the FTC and LabCorp At activity concerning LabCorps acquisition of the Debtors asset sale to LabCorp at a hearing held on June 3, 2010, and the Court entered an order approving the sale on Wednesday, June 9, 2010. Date). Around Commission the (the time of the began Closing an Date, the in Federal alleged Trade antiThe sale closed on June 16, 2010 (the Closing and the Senior Lenders), the Court approved the

"FTC")

inquiry

have initiated a multitude of litigation against each other.

a hearing regarding such litigation, the FTC made clear that it is not seeking to rescind the sale or to recover on claims

against the Debtors estate. While the Senior Lenders were owed approximately $56 million

Senior Lenders, which was approved by the Court.

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Since the closing of the Debtors asset sale to LabCorp, the Debtors have distributed the sale proceeds in accordance with the terms of the sale order and the Asset Allocation Agreement, and the Debtors are continuing to operate in accordance with the

5 terms of the Transition Agreement with LabCorp. 6 7 8 9 10 11 12 13 creditors 14 15 16 17 18 19 20 21 encountered that would hinder the efforts of the Debtors (working 22 together with the Committee) to propose, confirm, and consummate 23 24 25 26 27 28 a liquidating plan. considering the plan. closely cases. 3. The Principal Disputes and Problems Likely to be Encountered During the Course of the Debtors Reorganization Efforts. The Debtors are not aware of any problems likely to be together The Debtors and the Committee have worked the pendency of these Chapter 11 will have the best possible information when plan, 2. The Debtors Goals in Chapter 11. The Debtors are in the process of formulating a liquidating which the Debtors expect to file jointly with the

Committee.

The Debtors would like to get a better handle on the

large rejection claims still in flux (see discussion at 10, infra) before preparing a disclosure statement and plan so that

throughout

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4.

The Debtors Compliance with Their Duties Under 11 U.S.C. 521, 1106, 1107 and the Guidelines of the OUST. The Debtors timely filed their 7-Day Packages, Schedules of

Assets 5 within 6 7 8 9 10 11 12 13

and any

Liabilities, extensions the

and of

Statements provided

of by

Financial Court the

Affairs or

time The

order

agreement

with

OUST.

requirement

that

Debtors

attend their Initial Debtor Interviews was waived by the UST. The Debtors 341(a) Meetings of Creditors were held and

concluded.

The Debtors are continuing to file their Monthly

Operating Reports and to pay quarterly OUST fees in due course. Based on the forgoing, the Debtors believe that they are in compliance with their reporting and other requirements under the

14 15 16 17 18 19 20 21 collateral stipulations and orders of the Court. 22 the sale and the Asset Allocation Agreement, the Debtors are now 23 24 25 26 27 28 using unencumbered funds to operate their estates. 6. Professionals Retained and to be Retained by the Estates. The Debtors have employed Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel; Kirkland & Ellis as special As a result of Bankruptcy Code and the Guidelines of the OUST. 5. Parties with an Alleged Interest in the Debtors Cash

Collateral, and the Debtors Use of Cash Collateral. As discussed above, on the Petition Date, the Senior Lenders had an interest in the Debtors cash collateral. After the

Petition Date, the Debtors used cash collateral pursuant to cash

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corporate counsel; Garvey Schubert Barer as special healthcare counsel; MTS Health Partners, LP as investment banker and

financial advisor; and FTI Consulting, Inc. to provide a Chief Restructuring Officer and temporary employees and to have Matthew

5 Pakkala of FTI serve as the Debtors Chief Restructuring Officer. 6 7 8 9 10 11 12 13 application is pending with the Court. 14 15 16 17 18 19 20 21 Buchalter Nemer as bankruptcy counsel, and that employment was 22 approved by the Court. 23 24 25 26 27 28 The Debtors intend to employ Gordon & Rees LLP as special litigation counsel to represent the Debtors regarding existing and any future claims before the Department of Fair Employment & Housing and similar governing bodies regarding employee related claims. The Official Committee of Unsecured Creditors has employed All of the foregoing employment has been approved by the Court. The Blaine, Debtors APLC as the filed an application litigation a discrete to employ Callahan to of &

special Debtors in

counsel piece

continue litigation There was the

representing

commenced by the Debtors prior to the Petition Date. no objection to this application and an order

approving

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7.

Evidence Regarding Projected Income and Expenses for the First Six Months of these Cases. The Debtors believe this item is now moot, as the Debtors

ceased operations after their sale closed and are now working 5 toward proposing and confirming a liquidating plan. 6 7 8 9 10 11 12 13 9. 14 15 16 17 18 19 20 21 10. 22 Contracts and the Debtors Intent with Regard to Each. 23 24 25 26 27 28 The Debtors were tenants under approximately 163 real Discussion of Significant Unexpired Leases and Executory Statement. The Debtors request the Court not to set any deadline at this point for the filing of a plan or disclosure statement. The Proposed Deadline for the Filing of a Plan and Disclosure date. to 8. Proposed Deadlines for the Filing of Claims and Objections to Claims. The Court set September 17, 2010 as the general claims bar The Debtors provided notice of the general claims bar date alleged creditors, equity holders, and parties in

all

interest.

Debtors are confident that they and the Committee will file a joint liquidating at the appropriate time without the need for any Court imposed deadline.

property leases as of the Petition Date. rejected Pursuant approximately to the sale 116 order leases and as of

LabCorp assumed or the Closing asset Date.

corresponding

purchase

10

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agreement, the Debtors identified, inter alia, 47 unexpired real property leases that LabCorp, at its option, could designate for assumption or rejection after the Closing Date. LabCorp has

designated 35 of these 47 leases to either be rejected or to be 5 assumed 6 7 8 9 10 11 12 13 to assume or reject the Leases to December 15, 2010. 14 15 16 17 18 19 20 21 In addition, as a result of the FTC litigation and certain 22 hold-separate agreements between the FTC and LabCorp, LabCorp was 23 24 25 26 27 28 not yet been able to make designations regarding the Leases and over 100 other contracts and non-real property leases. On sought and obtained agreements from the landlords on the Leases to further extend the time for assumption or rejection of such Leases pending a resolution of the FTC litigation. sought to extend the time to March 16, 2011 for The Debtors LabCorp to LabCorp remaining 12 leases (the Leases), however, LabCorp requested that the Debtors extend the time that LabCorp may designate the Leases to either be rejected or assumed by the Debtors an by the Debtors and assigned to LabCorp. For the

assigned to LabCorp. time as requested.

The Debtors agreed to seek to extend the On September 15, 2010, the Court entered an

order approving such request and extending the time for LabCorp

designate the Leases to either be rejected or assumed by the Debtors. The Court approved this extension.

December 10, 2010, the Debtors and LabCorp signed a stipulation to extend the deadline for LabCorp to designate contracts and

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leases from December 14, 2010 to March 14, 2011. approved the extension.

The Court

Until final designations are made, there

is a huge amount of potential rejection claims that cannot be ascertained. The Debtors agreed to the foregoing extensions of

5 time for LabCorp to make designations on leases and contracts in 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the hope that providing more time would result in LabCorp

assuming more leases and contracts, which would reduce rejection claims against the Debtors estates, as LabCorp is responsible for paying cure amounts for such leases and contracts. Dated: January 13, 2011 WESTCLIFF MEDICAL LABORATORIES, INC. -andBIOLABS, INC. /s/ Todd M. Arnold RON BENDER JACQUELINE L. RODRIGUEZ TODD M. ARNOLD JOHN-PATRICK M. FRITZ LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. Attorneys for Chapter 11 Debtors and Debtors in Possession

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In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor(s). BIOLABS, INC., Debtor. CHAPTER 11 Case No. 8:10-bk-16743 Jointly Administered with Case No. 8:10-bk-16746

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, California 90067

A true and correct copy of the foregoing document described as DEBTORS SECOND CHAPTER 11 CASE MANAGEMENT REPORT will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner indicated below: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) (LBR), the foregoing document will be served by the court via NEF and hyperlink to the document. On January 13, 2011, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below: Raymond G Alvarado ralvarado@adorno.com Todd M Arnold tma@lnbrb.com Richard L Barnett rick@barnettrubin.com, rlbsec@barnettrubin.com Ron Bender rb@lnbrb.com Ronald K Brown rkbgwhw@aol.com Jennifer Witherell Crastz jcrastz@hemar-rousso.com Carol J Fogleman mfrost@bwslaw.com Anthony A Friedman aaf@lnbrb.com John-patrick M Fritz jpf@lnbrb.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com;lgoodwin@buchalter.com Fredric Glass fglass@fairharborcapital.com Nancy S Goldenberg nancy.goldenberg@usdoj.gov D Edward Hays ehays@marshackhays.com Michael J Heyman michael.heyman@klgates.com Mark D Houle mark.houle@pillsburylaw.com Jeff D Kahane jkahane@duanemorris.com Andy Kong Kong.Andy@ArentFox.com Rodger M Landau rlandau@lgbfirm.com, kmoss@lgbfirm.com Matthew A Lesnick matt@lesnicklaw.com Michael B Lubic michael.lubic@klgates.com Frank F McGinn ffm@bostonbusinesslaw.com Elissa Miller emiller@sulmeyerlaw.com, asokolowski@sulmeyerlaw.com Aram Ordubegian ordubegian.aram@arentfox.com Ernie Zachary Park ernie.park@bewleylaw.com Richard Park Richard.Park@usdoj.gov Justin E Rawlins jrawlins@winston.com, docketla@winston.com Jacqueline L Rodriguez jlr@lnbrb.com Benjamin Seigel bseigel@buchalter.com, IFS_filing@buchalter.com David B Shemano dshemano@pwkllp.com Philip E Strok pstrok@wgllp.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Howard J Weg hweg@pwkllp.com

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Sharon Z Weiss Joseph M Welch

sharon.weiss@hro.com jwelch@buchalter.com Service information continued on attached page

3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
Counsel for ACE Jeff Kahane NEF * Duane Morris LLP 865 S. Figueroa Street, Suite 3100 Los Angeles, CA 90017-5450 RSN City and County of San Francisco Treasurer/Tax Collector-Legal Section; Attn Robert L. Fletcher, Jr. P.O. Box 7426 San Francisco, CA 94120-7426 Counsel for Hologic, Inc. and Third Wave Technologies Jonathan Braverman Baker, Braverman & Barbadoro P.C. 50 Braintree Hill Office Park, Suite 108 Braintree, MA 02184-8734 Counsel for ACE Ron Oliner Duane Morris LLP Suite 2200 One Market Plaza, Spear Tower San Francisco, CA 94105-1127 Committee-RSN Benjamin Seigel/Jeffrey Garfinkle NEF * Buchalter Nemer 1000 Wilshire Boulevard, Suite 1500 Los Angeles, California 90017-2457 Counsel for Health Net, Inc.-RSN Pillsbury Winthrop Shaw Pittman LLP Attn: Mark D. Houle, Esq. NEF * 650 Town Center Drive, Suite 700 Costa Mesa, CA 92626-7122 Mark.houle@pillsburylaw.com RSN Rita A. Woodard Treasurer-Tax Collector 221 S. Mooney Blvd., Room 104-E Visalia, CA 93291-4593 Frank Cadigan Nancy Goldenberg Terry Biers Office of the U.S. Trustee NEF * 411 West Fourth St. Suite 9041 Santa Ana, CA 92701 RSN Los Angeles County Treasurer and Tax Collector P.O. Box 54110 Los Angeles, CA 90054-0110 RSN Robert Brill, Of Counsel Grant Callison, VP Cambridge Healthcare Properties, Inc. 1717 Main Street, 59th Floor Dallas, TX 75201

II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On January 13, 2011, I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.
In re Westcliff Medical Laboratories In re BioLabs, Inc. File No. 4367 RSN Debtors Westcliff Medical Laboratories, Inc. BioLabs, Inc. 1821 E. Dyer Road, #100 Santa Ana, CA 92705 Counsel for LGSM Laguna Hills, LLC Ronald K. Brown, Jr. NEF* Law Offices of Ronald K. Brown, Jr. 901 Dove Street, Suite 120 Newport Beach, CA 92660 Steven A. Oldham, Sr. Staff Atty State of CA, Dept. of Health Care Services Office of Legal Services-MS 0010 P.O. Box 997413 Sacramento, CA 95899-7413 RSN Counsel to Creditor Google Scott E. Blakeley/Johnny White Blakeley & Blakeley 2 Park Plaza, Suite 400 Irvine, CA 92614

Service by U.S. MAIL or NEF if marked with *

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VIA OVERNIGHT MAIL Hon. Theodor Albert United States Bankruptcy Court 411 West Fourth Street Santa Ana, CA 92701 Service information continued on attached page III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on ____________, 2010, I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. January 13, 2011 Date January 2009 Lourdes Cruz Type Name /s/ Lourdes Cruz Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

F 9013-3.1

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