Federation Employment and Guidance Service Inc

ON MARCH 18, 2015 (THE "PETITION DATE"), FEDERATION EMPLOYMENT AND GUIDANCE SERVICE, INC ("FEGS", THE "DEBTOR", OR THE "TAXPAYER") FILED A VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 OF THE BANKRUPTCY CODE IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF NEW YORK (THE "COURT"). DURING THE PENDENCY OF ITS CHAPTER 11 CASE, FEGS OPERATED ITS BUSINESS AND MANAGED ITS AFFAIRS AS A DEBTOR-IN-POSSESSION. SHORTLY PRIOR TO THE PETITION DATE, FEGS ANNOUNCED THAT IT PLANNED TO TRANSFER ITS CHARITABLE PURPOSE PROGRAMS TO OTHER SERVICE PROVIDERS. BY MAY 31, 2015, FEGS HAD SUCCESSFULLY TRANSFERRED, PURSUANT TO COURT ORDER, ITS CHARITABLE PURPOSE PROGRAMS TO OTHER EXEMPT ORGANIZATIONS WHO ASSUMED THE OPERATIONS FOR THE DEBTOR'S FORMER PROGRAMS. IN ORDER TO PREVENT THE DISLOCATION OF ITS FORMER CLIENTS, FEGS SUBSEQUENTLY LEASED ITS FACILITIES, PURSUANT TO COURT ORDER, TO THE ACQUIRING SERVICE PROVIDERS UNTIL A SALE OR ASSIGNMENT OF ITS FACILITIES COULD BE COMPLETED AND APPROVED BY THE COURT. PURSUANT TO AN ORDER ENTERED FEBRUARY 6, 2018 (THE "CONFIRMATION ORDER"), THE COURT CONFIRMED THE DEBTOR'S PLAN. THE DEBTOR'S PLAN BECAME EFFECTIVE ON MARCH 1, 2018. THE PLAN PROVIDES A MEANS BY WHICH THE REMAINING ASSETS OF THE DEBTOR'S REAL ESTATE PORTFOLIO AND OTHER REMAINING ASSETS WILL BE LIQUIDATED WITH THE PROCEEDS OF SUCH LIQUIDATION, TOGETHER WITH THE PROCEEDS OF PRIOR SALES OF THE DEBTOR'S ASSETS, TO BE DISTRIBUTED TO THE DEBTOR'S CREDITORS AS PROVIDED UNDER THE BANKRUPTCY CODE AND AS FURTHER DESCRIBED IN THE DEBTOR'S PLAN. THE CONFIRMATION ORDER APPROVED THE PRIVATE SALE OF SUBSTANTIALLY ALL OF THE REMAINING REAL ESTATE ASSETS WHICH IS COMPRISED LARGELY OF GROUP HOMES, COOPERATIVE APARTMENTS, AND COMMUNITY RESIDENCE FACILITIES HOUSING MANY OF THE DEBTOR'S FORMER CLIENTS, TO THE NOT-FOR-PROFIT EXEMPT ORGANIZATIONS WHO TOOK OVER THE DEBTOR'S CHARITABLE PROGRAMS AND CONTINUE TO PROVIDE SERVICES TO THE DEBTOR'S FORMER RESIDENTIAL CLIENTS. THE CONFIRMATION ORDER ALSO APPROVED THE PRIVATE SALE OF THE DEBTOR'S MEMBERSHIP OR SPONSORSHIP INTERESTS IN FOUR HOUSING CORPORATIONS WHOSE PROPERTIES HOUSE PHYSICALLY AND DEVELOPMENTALLY DISABLED CLIENTS (THE "HOUSING CORPORATION INTERESTS"). THESE PRIVATE SALES WILL SERVE TO CONTINUE THE CHARITABLE MISSION OF THE DEBTOR AND TO ENSURE THE CONTINUED RESIDENCE AND CARE OF ITS FORMER CLIENTS. DURING THE CURRENT TAX YEAR AND PURSUANT TO THE BANKRUPTCY COURT'S ORDERS INCLUDING THE CONFIRMATION ORDER, THE DEBTOR CONTINUED THE PROCESS OF WINDING-UP ITS OPERATIONS AND IMPLEMENTING THE TERMS OF THE PLAN AS APPROVED BY THE COURT INCLUDING THE DISPOSAL OF ITS REMAINING ASSETS AND INTERESTS. AT THE END OF THE CURRENT TAX YEAR (JUNE 30, 2025), THE DEBTOR CONTINUED TO HOLD MEMBERSHIP OR SPONSORSHIP INTERESTS IN THREE REMAINING HOUSING CORPORATIONS WHOSE PROPERTIES HOUSE PHYSICALLY AND DEVELOPMENTALLY DISABLED CLIENTS. PURSUANT TO AN AGREEMENT ENTITLED "SUBSTITUTION OF MEMBERSHIP AGREEMENT (TANYA II, FORSYTH AND ROMBOUTS)" (THE "AGREEMENT"), DATED APRIL 1, 2024, FEGS AGREED TO TRANSFER THE ENTIRETY OF ITS MEMBERSHIP OR SPONSORSHIP INTERESTS IN THE THREE REMAINING HOUSING CORPORATIONS TO ANOTHER NEW YORK NOT-FOR-PROFIT ORGANIZATION WHICH WILL CONTINUE TO PROVIDE CONSISTENT SERVICES TO THE THREE HOUSING CORPORATIONS' CLIENTS. THE AGREEMENT PROVIDES IN PERTINENT PART, AND THE TRANSACTION REQUIRES, THAT THE TRANSFER OF FEGS' MEMBERSHIP OR SPONSORSHIP INTERESTS TO THE NEW YORK NOT-FOR-PROFIT CORPORTATION (THE "SUCCESSOR SPONSOR") IS CONTINGENT UPON THE REQUIRED CONSENTS ("REQUIRED CONSENTS") OF CERTAIN GOVERNMENT REGULATORY AGENCIES ("REGULATORY AGENCIES"), INCLUDING BUT NOT LIMITED TO THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT ("HUD"), THE NEW YORK STATE DIVISION OF HOUSING AND COMMUNITY RENEWAL AND THE CITY OF NEW YORK DEPARTMENT OF HOUSING PRESERVATION AND DEVELOPMENT ("HPD"). AS OF THE DATE OF THE FILING OF THIS FORM 990, ALL OF THE REQUIRED DOCUMENTS HAVE BEEN SUBMITTED TO OBTAIN THE REQUIRED CONSENTS. FEGS IS WORKING WITH THE PROPOSED SUCCESSOR SPONSOR WITH THE EXPECTATION OF OBTAINING THE REQUIRED CONSENTS IN THE NEAR TERM. FEGS REALIZED $109,097 IN PROGRAM REVENUE THAT HAS BEEN RECLASSED TO PART VIII, LINE 11A DURING THE CURRENT TAX YEAR. THE EXPENSES REFLECTED IN PART III CONSIST OF EXPENSES INCURRED IN THE WIND-UP OF THE DEBTOR'S OPERATIONS, THE IMPLEMENTATION OF THE DEBTOR'S PLAN OF LIQUIDATION PURSUANT TO THE CONFIRMATION ORDER, AND ADMINISTRATION OF THE HOUSING CORPORATIONS WHOSE PROPERTIES HOUSE PHYSICALLY AND DEVELOPMENTALLY DISABLED CLIENTS UNTIL THE TRANSFER OF THE DEBTOR'S INTERESTS IN THE REMAINING THREE HOUSING CORPORATIONS CAN OCCUR.