| 2026-07-09 11:00:28 |
gvfsinc.com |
settra |
Revenue: 20,500,000 Size: 36GB | GREEN VALLEY: SELF-LEASE SCHEME How a California agricultural distributor pays rent to companies controlled by its own co-owners --- PROLOGUE The following documents are in our possession: Financial statements: audited consolidated financial statements of Green Valley Farm Supply, Inc., Pinnacle Application, Inc., and Kennedy Farm Services, Inc. for the fiscal year ended October 31, 2025 (prepared by Van Ruler & Company LLP, dated February 5, 2026); audited consolidated financial statements for the prior fiscal year; trial balances broken down by location (Gonzales CA, Yuma AZ, Hollister CA, Watsonville CA); internal income and expense tables with monthly detail; fixed asset depreciation schedules; monthly accounting summaries for multiple years. Bank documents: account statements from Wells Fargo, Bank of America, 1st Capital Bank, Pacific Valley Bank, BMO Bank, Rabobank—covering the period 2017–2026. PPP federal support program documents: application, calculation, loan agreement. Tax documents: Schedule K-1 forms (Form 568 and Form 1065) for all members of two LLCs—106 Alpine, LLC and 159 GRR, LLC; tax workpapers; property tax returns (BOE-571-D) for 2023–2026; member income distribution summaries. Contracts and agreements: operating agreements for 106 Alpine, LLC and 159 GRR, LLC; original lease agreements for all properties—Hollister, Gonzales, 159 Gonzales River Road, Yuma, Watsonville; promissory notes for $660,000 (GVFS loan to 106 Alpine) and for $983,650, $80,525, and $22,988 (GVFS loans to employee Wiegand); stock purchase plan; loan amortization schedules. Internal documents: QuickBooks exports with rent invoices; internal construction financing spreadsheets; shareholder registers with transaction history (updated as of May 27, 2026); dividend calculations; fixed asset registers with notations on related-party transactions; captive insurance documents (Terra Captive, Pioneer Health Insurance Captive, ARU Captive). Other: county tax authority filings with agent information; client reconciliation records; vendor rebate documents (BASF, Dow, Alion, and other suppliers). HR documents: mandatory annual training logs (MAT Annuals) for 2026—with employee signatures; topics: workplace safety, drugs and alcohol, sexual harassment, Good Agricultural Practices, pesticide handling. Documents cover personnel across four affiliated companies: GVFS, Pinnacle Application Inc., Kennedy Farm Services Inc., and Mantis AG Technology—under a single trainer, Tadeo Hernandez. In this article, you will be able to review only a portion of the data we have chosen to disclose. Everything else you will be able to download and review on your own after the full archive is published. --- PART I: THE ENTERPRISE Green Valley Farm Supply, Inc. (EIN: 77-0499953) is a California distributor of agricultural chemicals and fertilizers. From the audited financial statements prepared in 2026: > "California corporation engaged in the retail and wholesale sale of agricultural chemicals and fertilizers. Sales are made primarily to agricultural producers located in California and Arizona." The group consists of three legal entities: - Green Valley Farm Supply, Inc. — chemical and fertilizer trading; net revenue 2025: $95,831,190 - Pinnacle Application, Inc. (EIN: 77-0499950) — pesticide and fertilizer application; net revenue 2025: $10,943,896 - Kennedy Farm Services, Inc. — agronomic consulting; net revenue 2025: $2,277,842 The fiscal years of the three companies end on different dates (October 31, September 30, and December 31, respectively), but are aligned to October 31, 2025, for consolidation purposes. Consolidated results for the fiscal years ended October 31: | Metric | 2025 | 2024 | |---|---|---| | Revenue | $96,648,291 | $103,351,468 | | Cost of Goods Sold | $58,755,304 | $67,771,771 | | Gross Profit | $37,892,987 | $35,579,697 | | Operating Expenses | $36,192,147 | $33,363,431 | | Operating Income | $1,700,840 | $2,216,266 | | Other Income/(Expense) | $501,589 | ($366,745) | | Pre-Tax Income | $2,202,429 | $1,849,521 | | Income Tax Expense | $415,567 | $404,015 | | Net Income | $1,786,862 | $1,445,506 | | Equity | $27,545,985 | $26,140,912 | President of the group is Michael E. Kennedy (P.O. Box 950, Gonzales, CA 93926). CFO is Mike James (MJAMES@GVFSINC.COM). Financial statements prepared by Van Ruler & Company LLP, Salinas, CA. Preparation date: February 5, 2026 . --- PART II: GVFS FINANCED THE CONSTRUCTION OF ITS OWN LANDLORD GVFS does not simply lease property from affiliated companies—it first financed their construction and then began paying rent on it. An internal calculation document records the scheme: > "2900000 Estimated cost of construction and land / 2055000 Construction LOC due PVB / 845000 GVFS Equity" > "2030000.0 Amount Borrowed from American Ag Credit (may differ with appraisal)" > "American Ag Credit has 1st deed / GVFS has 2nd deed / GVFS rent covers both debt payments / monthly debt payments made to both AAC and GVFS" GVFS invested $845,000–$870,000 of its own funds into the construction of a property owned by 106 Alpine LLC, and simultaneously provided 106 Alpine LLC with a direct loan, taking a second deed of trust. Loan terms: > "106 ALPINE, LLC, a California limited liability company ('Maker') promises to pay to GREEN VALLEY FARM SUPPLY, INC., a California corporation or order ('Holder')... the sum of Six Hundred Sixty Thousand Dollars ($660,000.00) with interest from the Note Date until paid at the rate of Four and 50/100ths percent (4.50%) per annum payable in equal monthly installments of principal and interest in the amount of Four Thousand Five Hundred Eighty-Nine and 96/100 Dollars ($4,589.96) due and payable on the first day of each month... with the outstanding balance of principal and interest all due and payable fifteen (15) years after the Note Date." Note E to the 2025 audited financial statements discloses the current balance of this loan—line item "106 Alpine Drive, LLC—monthly payments $8,672 at 3.5% through June 2030": | Date | Loan Balance | |---|---| | 12/31/2022 | $685,233.75 | | 12/31/2023 | $603,924.76 | | 10/31/2024 | $124,310 | | 10/31/2025 | $91,390 | Simultaneously with this loan, GVFS pays 106 Alpine $29,500 per month in rent. The monthly loan payment is $8,672. The difference ($29,500 − $8,672 = $20,828 per month) flows to the LLC's insider members. In the 2025 audited financial statements, GVFS directly acknowledges the conflict structure: > "In fiscal year 2018, the Company adopted FASB ASU 2014-07... Green Valley has guaranteed debt of entities with common ownership and has operating lease agreements with them to rent real estate." --- PART III: TWO LANDLORDS Green Valley Farm Supply leases operating facilities from two affiliated LLCs. Data from the lease schedule workpaper included in the 2025 audited financial statements. 106 Alpine, LLC (EIN: 82-3277251). Two properties, both on month-to-month terms with no fixed end date: | Property | Rate | Lease Start | |---|---|---| | 106 Alpine Drive, Gonzales, CA | $29,500/mo. | 04/01/2018 | | 2790 Buena Vista Road, Hollister, CA | $20,500/mo. | 12/22/2017 | | Total Annual | $600,000 | | Both leases have no fixed end date ("Month-to-Month"), with no annual escalation. The lease schedule classifies both properties as "short-term" (less than 12 months)—allowing them to be excluded from the balance sheet as ROU assets. Total short-term lease expense: $641,301. 159 GRR, LLC (EIN: 82-3125996). Three properties, both with fixed terms and annual escalation: | Property | Rate as of 11/01/2025 | Term | Prior Rate | |---|---|---|---| | 159 Gonzales River Road, Gonzales, CA | $7,600/mo. | through 10/31/2030 | ~$6,400/mo. | | 2704 E. 14th St., Yuma, AZ | $5,800+/mo. | through 12/31/2029 | $5,800/mo. | | 2684 E. 14th St., Yuma, AZ | $5,800+/mo. | through 12/31/2029 | $5,800/mo. | Upon renewal in November 2025, the rent on the Gonzales property was increased from ~$6,400 to $7,600 per month—a 33% increase. New term: 5 years, through October 31, 2030. This occurred against a backdrop of GVFS revenue declining by $6.7 million in the same year. Total GVFS lease obligations to affiliated LLCs through 2030: $2,028,173 (from Note O, FY2025). Total "rent—related parties" line in GVFS workpapers: $1,132,139 . --- PART IV: NEGOTIATING WITH ONESELF Original lease agreement for the Hollister property (2790 Buena Vista Road). Signed by: On behalf of the landlord (106 Alpine, LLC): Michael E. Kennedy, Manager . On behalf of the tenant (Green Valley Farm Supply, Inc.): Michael E. Kennedy, President . One person signed both sides of the lease agreement under which GVFS pays $18,000–$246,000 annually. Same situation with the Yuma lease (2694 E. 14th Street). Landlord—Green Valley Holdings TIC. Tenant—Green Valley Farm Supply, Inc. Signature on behalf of landlord: Michael E. Kennedy . Signature on behalf of tenant: Michael E. Kennedy, President . Mike James, CFO of GVFS, appears as the agent for 106 Alpine LLC in later documents. San Benito County tax authority filing (2026): > "CFO Mike James / MJAMES@GVFSINC.COM / 106 Alpine LLC / C/O MICHAEL E KENNEDY / 10 GONZALES RIVER ROAD GONZALES, CA 93926" Hollister lease, landlord agent in later correspondence: > "Landlord: 106 ALPINE, LLC c/o Mike James, 10 Gonzales River Road, Gonzales, CA 93926" Same document, tenant: > "Tenant: GREEN VALLEY FARM SUPPLY, INC. c/o Mike Kennedy, 10 Gonzales River Road, Gonzales, CA 93926" Landlord and tenant addresses match. All lease agreements are signed by parties with a direct financial interest in the outcome. No evidence of independent negotiation. --- PART V: $6.35 MILLION IN GUARANTEES—INCLUDING ITS OWN LANDLORD A note to the 2025 audited financial statements discloses GVFS's credit guarantees on debt of five affiliated companies: | Borrower | Lender | Balance 10/31/2025 | Maturity | |---|---|---|---| | 106 Alpine, LLC | American Ag Credit | $2,037,721 | 06/01/2030 | | 11280 Commercial Parkway, LLC | Pacific Valley Bank | $1,614,098 | 06/15/2033 | | Grow Globe, LLC | Pacific Valley Bank | $1,464,181 | 06/15/2030 | | Sayum, LLC | Pacific Valley Bank | $529,681 | 03/05/2031 | | Green Valley Holdings, TIC | American Ag Credit | $705,331 | 06/01/2033 | | Total | | $6,351,012 | | From the disclosure: > "The Company has guaranteed various loans of affiliated companies through common ownership... Examples of events that would require the Company to provide a cash payment pursuant to the guarantee include a loan default, which would result from the affiliates' failure to service its debt when due or noncompliance with financial covenants." 106 Alpine LLC sits at the top of the list with a balance of $2,037,721. This is the same 106 Alpine LLC to which GVFS: - pays $600,000 annually in rent; - made a construction loan ($660,000), balance $91,390; - guaranteed a $2.04 million American Ag Credit loan. GVFS is liable for the debt of its own landlord. --- PART VI: OWNERSHIP MAP The same trusts appear across both landlord LLCs. Operating agreements, internal member tables. Members of 106 Alpine, LLC: - The Michael E. Kennedy & Teresa D. Kennedy Trust UTA Dated 8/7/2001 — 25% - The 2003 Stanley Pura Revocable Trust — ~19.7% - The 2000 Romans Revocable Trust — 14.76% - The 2016 Heffren Revocable Trust — 10% - The Hitchcock Family Trust of 2003 UTA — ~7.4% - 1993 David & Susan Gill Trust — ~7.4% - Leland S. McKinsey and Tamara D. McKinsey (trust split after 2022) Members of 159 GRR, LLC: - The Michael E. Kennedy & Teresa D. Kennedy Trust — 18.75% - The 2003 Pura Revocable Trust — 14.7581% - The 2000 Romans Revocable Trust — 14.7581% - Charles L. Narramore (individual) — 9.0909% - The 2016 Heffren Revocable Trust — 7.5% - The Hitchcock Family Trust of 2003 UTA — 7.3791% - 1993 David & Susan Gill Trust — 7.3791% - Patrick Alfred Riley, Jr. — 7.2727% - Caleb Wiegand — 5.4545% - Michael James / Mary James Family Trust — 3.1818% - 2011 Harney Revocable Trust — exited GVFS shareholder register, updated as of May 27, 2026, reveals the full ownership composition and corporate roles: | Shareholder | GVFS Stake | Role at GVFS | |---|---|---| | Kennedy & Teresa D. Kennedy Trust (2001) | 28.57% | President, Director | | Taylor Farming, LLC | 19.05% | — | | The 2016 Heffren Revocable Trust | 14.29% | Director | | The 2003 Stanley J. Pura Revocable Trust | 8.65% | Vice President, Director | | The 2000 Romans Revocable Trust | 8.65% | Director | | Caleb & Laura Wiegand Declaration of Trust | 4.76% | Secretary/Treasurer | | Charles L. Narramore | 4.76% | — | | Hitchcock Family Trust (2003) | 4.32% | — | | David & Susan Gill Family Trust (1993) | 4.32% | — | | Tamara McKinsey | 0.92% | — | | Patrick Riley | 0.92% | — | | 2011 Harney Revocable Trust | 0.79% | — | Of particular note: Stanley Pura holds the position of Vice President and Director of GVFS. Simultaneously, his trust owns ~19.7% of 106 Alpine LLC and 14.76% of 159 GRR LLC—both LLCs to which GVFS pays rent. Pura votes as a director on matters from which he personally receives income as a member of the landlords. The 159 GRR operating agreement designates Kennedy as Class A-1 Manager: > "The Class A-1 Members have initially appointed MICHAEL E. KENNEDY to serve as the Class A-1 Manager" The same agreement directly acknowledges the conflict of interest: > "Each Member further acknowledges that they understand that there is a potential for conflicts of interest to arise in Company Counsel's representation of the Company due to its prior and concurrent representation of GVFS and some of the individuals and/or companies affiliated with the individuals shown on Exhibit A as Class A Members." GVFS employees who participate in 159 GRR LLC lose their stake upon termination: > "the resignation from or termination of employment of the Class B Member with GVFS" triggers dissociation. 159 GRR LLC income distribution for 2025, to be paid in 2026—$127,019.98. Kennedy Trust share (18.75%): $23,816. From the internal table: > "This is amount to pay out in 2026 related to 2025 results" --- PART VII: WIEGAND LOAN Caleb Wiegand is an employee of Kennedy Farm Services. Total compensation: salary $164,230.76 + bonus $60,000 = $224,230.76 per year. Simultaneously—a member of 159 GRR, LLC with a 5.4545% stake. On November 1, 2021, Wiegand purchased shares in the three Kennedy group companies, paying with unsecured promissory notes: | Company | Shares | Price | Amount | |---|---|---|---| | Green Valley Farm Supply, Inc. | 5,000 | $196.73 | $983,650 | | Pinnacle Application, Inc. | 2,500 | $32.21 | $80,525 | | Kennedy Farm Services, Inc. | 150 | — | $22,988 | | Total | | | $1,087,163 | From Note M to the 2025 audited financial statements: > "During 2022, the Company issued 7,650 shares of common stock to an employee in exchange for promissory notes totaling $1,087,163. Equal annual installments of principal and interest in the amount of $240,185 are due annually until maturity on January 1, 2027. Interest on the notes accrue at an annual rate of 3.25%. The notes receivables have been classified as a reduction of stockholders' equity." Wiegand's outstanding balance: | Date | Balance | |---|---| | 11/01/2021 | $1,087,163 | | 10/31/2023 | $887,480 | | 10/31/2024 | $676,138 | | 10/31/2025 | $457,927 | In 2025, a payment of $218,211 was received. Remaining balance before maturity on January 1, 2027: $457,927. Wiegand borrowed $1.09 million from his employer to buy a stake in his employer. At the same time, he owns 5.45% of 159 GRR LLC—the entity to which GVFS pays rent. In the group's 2026 mandatory training documents (MAT Annuals), which cover personnel across all four companies—GVFS, Pinnacle, Kennedy Farm Services, and Mantis AG Technology—the position of General Manager alongside Robert B. Thorp lists Jake Wiegand . This is a different individual, not Caleb. --- PART VIII: TAYLOR FARMING—CUSTOMER AND SHAREHOLDER Note C to the 2025 audited financial statements, prepared in 2026: > "One customer (also a 19% stockholder of the Company) accounted for $2,054,470, or 20% and $2,943,447, or 27% of Green Valley's accounts receivable as of October 31, 2025 and 2024, respectively. The same customer accounted for $15,089,387, or 16% and $15,059,724, or 15% of Green Valley's total sales for the years ended October 31, 2025 and 2024, respectively." Note O discloses the name: > "Taylor Farming, LLC — Sales: $15,089,387 — Amounts Due From: $2,054,470 — Relationship: Company Stockholder" Taylor Farming is simultaneously a 19% shareholder of GVFS and its largest customer: $15.1 million in sales (16% of revenue) and $2.1 million in accounts receivable (20% of the total) as of October 31, 2025. --- PART IX: CAPTIVE INSURANCE GVFS participates in three captive insurance programs. Investments as of October 31, 2025: | Structure | 10/31/2025 | 10/31/2024 | |---|---|---| | Terra Captive | $664,068 | $546,089 | | Pioneer Captive | $109,507 | $75,440 | | Paragon Captive | $30,592 | $44,375 | | Captive Insurance Program | $18,874 | $18,874 | | Total | $823,041 | $684,778 | Captive program investments grew by $138,263 over the year. Health insurance (Note R): > "The Company participates in a health insurance group captive program. The Company is liable up to the stop loss threshold of $75,000 per claim... For the year ended October 31, 2025, the Company accrued an estimated liability of $789,000 ." One year earlier, the same figure was $567,000. Health insurance reserve increase over the year: $222,000 (+39%). Workers' compensation (Note Q): > "The Company participates in a workers' compensation insurance group captive program... The Company is liable up to the stop loss threshold of $350,000 per claim... For the year ended October 31, 2025, the Company estimated there was no accrued liability." --- PART X: PPP LOAN AND DIVIDENDS Green Valley Farm Supply received a federal Paycheck Protection Program (PPP) loan: - Lender: Pacific Valley Bank, Salinas, CA - Amount: $2,738,338.68 - SBA Number: 74911970-00 - Date: April 17, 2020 - Rate: 1.000% fixed - Signatory: Michael Kennedy, CEO/President - Funds deposited to Wells Fargo GVFS account 4327990164 In the PPP application, Kennedy listed himself as the sole owner of over 20% (30% stake). In the affiliated structures section, GVFS disclosed common management with: Pinnacle Application Inc., Kennedy Farm Services Inc., 159 GRR LLC, 106 Alpine LLC, and Green Valley Holding TIC. GVFS annually paid at least $600,000 in rent to structures in which Kennedy is manager and beneficiary. Dividend payment history (from calculation tables and audited financial statements): | Fiscal Year | Paid | Kennedy Trust Share | Kennedy Trust Amount | |---|---|---|---| | 2020 (paid 2021) | $680,363.75 | 30% | $204,109 | | 2022 (paid Aug 2022) | $400,000 | 30% | $120,000 | | 2022 (paid 2023) | $400,000 | 28.57% | $114,286 | | 2024 (paid 2025) | $600,000 | 28.57% | ~$171,420 | | 2025 (paid 2026) | $600,000 | 28.57% | ~$171,420 | Total Kennedy Trust dividends for the period 2021–2026: approximately $781,235 . --- DISCLOSED PERSONAL DATA Full identification numbers of individuals appearing as members of 106 Alpine LLC and 159 GRR LLC were found in the documents. Tamara D. McKinsey: SSN: 551-82-9813 Address: 129 Pine Canyon Rd, Salinas, CA 93908 Leland S. McKinsey: SSN: 562-82-5122 Address: PO Box 189, Chualar, CA 93925 The Michael E. Kennedy & Teresa D. Kennedy Trust: TIN: 562-59-4714 (Full TIN shown on 2017 Schedule K-1; partially redacted on later forms) The Hitchcock Family Trust of 2003 UTA: TIN: 570-70-2657 Frank K. & Cheri L. Heffren (GVFS Director, 14.29% shareholder, member of 106 Alpine LLC and 159 GRR LLC): SSN: 569-57-1396 Address: 32144 Chualar Canyon Rd, Chualar, CA 93925 |
Link |
| 2026-07-09 10:39:51 |
wtlawllp.co.uk |
settra |
Revenue: 5,000,000 Size: 19GB | WT Law LLP: Internal Documents of a UK Law Firm PROLOGUE Inside: full credit reports with data from three credit bureaus—on the firm's current employees, marked by the publisher as "Store and Destroy Securely." Bank account details with full transaction histories. Real estate purchase and sale agreements with buyer, seller, and price information. A personally signed Annual Risk Review protocol in which the Managing Partner explains why the firm decided not to insure against cybercrime—and why he believes the PI policy will cover a cyberattack on client funds. An open client insurance claim—nearly two years with no payouts and no reserves. Claims against the firm. A data map: NI numbers, bank details, and sources of funds across 500 open matters. An AML audit in which not a single employee was interviewed—and the firm officially acknowledged this in its response to the regulator. In this article, you will be able to review only a portion of the data we have chosen to disclose. Everything else you will be able to download and review on your own after the full archive is published. --- Part I. Who Is WT Law LLP WT Law LLP is a UK law firm (Limited Liability Partnership), regulated by the SRA (Solicitors Regulation Authority). It specializes in conveyancing, private client matters (wills, powers of attorney, probate), as well as property and corporate disputes. Registered office: 3rd Floor, 46 Aldgate High Street, London EC3N 1AL Lexcel accreditation: continuous since 2015 (annually confirmed by Recognising Excellence Limited) CQS accreditation: active (renewed May 2026) Cyber Essentials: not held The firm handles approximately 500 open client matters . Of the 11 listed employees, only 6 fee earners are actively handling cases. All key regulatory roles (COLP, COFA, MLRO, MLCO, DPM) and the Managing Partner status are concentrated in one individual— Andrew Wong . --- Part II. Strategic Business Plan: Finances and Risks Cyber insurance: HIGH-priority, ignored three times. Among the key 2025 objectives in the risk management section: | Task | Deadline | Risk Level | |---|---|---| | "Consider Cyber Indemnity" | March 2025 | HIGH | By March 2025, the task had not been completed. In the June 2025 annual risk review—again, no progress. In the June 2026 risk register—still "Cyber Insurance is not currently in place." The firm assigned itself a HIGH-risk task with a specific deadline—and ignored it for over a year and a half. "Business Development: None at present" — that is exactly, verbatim, what is recorded in the corporate objectives section. No budget, no client acquisition plan exists. New client acquisition historically happens through connections in the Chinese-speaking community—and only through them. File closure—an ongoing HIGH-risk task. Another entry in the objectives table: | Task | Deadline | Risk Level | |---|---|---| | Close 10–15 matters per month | Ongoing | HIGH | This is documentary evidence of a chronic problem with unclosed files—systemic, not one-off. The figure of 500 open matters in the 2026 Lexcel report confirms the issue was never resolved. Sole control is documented. The business plan explicitly establishes: The person simultaneously holding six regulatory roles is the only one who hires staff, the only one who authorizes client fund transfers, and the only one who receives all management feedback within the firm. --- Part III. Full Credit Report The most critical documents—a full credit report on the names of the firm's current employees. This is one complete credit report spanning 50 pages , generated by CheckMyFile on August 4, 2025. Data was obtained simultaneously from three credit bureaus: Experian, Equifax, and TransUnion. Subject of the report: | Field | Data | |---|---| | Name | Mr Malachy Mcdermott | | Date of Birth | 7 April 1977 | | Address | Flat 4, 140 Hornsey Lane, London N6 5NS | | Credit Score | 846 | | Report Date | 4 August 2025 | Identified credit accounts from the report: American Express (card ending in 057) - Opened: 20 August 2020 - Balance: £2,919 - Limit: £10,000 - Status: Normal (all payments up to date) - Payment history: full—from 2020 to 2025 Capital One (card ending in 5015) - Opened: 14 April 2015 - Balance: £366 - Limit: £4,000 - Status: Normal - Payment history: included in the report And these are just the first two accounts. The report is 50 pages long—it contains the subject's entire credit history over the last 6 years, covering mortgages, credit cards, installment plans, and any defaults. The document carries a publisher's warning: "Personal and Confidential Document—Store and Destroy Securely." Malachy Mcdermott is the same individual listed on the WT Law LLP staff roster as of March 2, 2026, as Consultant Solicitor (Property) with an effective date of February 1, 2011 (see Part XI). A complete personal credit report of a current firm employee ended up in the obtained archive—despite the explicit destruction requirement stated on the document itself. --- Part IV. Bank Account with Full Transaction History A bank statement for an account at Lloyds Bank. Such documents are requested from clients in real estate transactions as proof of source of funds. Account details: | Field | Data | |---|---| | Account Holder | Mr Ajinkya Potdar | | Address | 127 Boardwalk Place, London E14 5SG | | Account Type | Club Lloyds | | Sort Code | 30-96-38 | | Account Number | 35591062 | | Balance | £7,841.63 | | June Credits | £12,901.49 | | June Debits | £8,907.37 | | Balance | £11,835.75 | Transaction breakdown: | Description | Amount | |---|---| | Amazon UK Services (FPO) | -£2,757.37 | | N Earkasem (FPI) | +£5,000.00 | | Winkworth Bow (SO) | -£2,600.00 | | LBTH Council Tax (DD) | -£171.00 | | F/Flow Nitin Ram P (TFR) | +£4,360.00 | Winkworth Bow—a real estate agency in Bow, East London: a £2,600 payment by standing order. Sort code 30-96-38 and account number 35591062 are sufficient to initiate unauthorized payment instructions via Faster Payments or for verification over telephone banking. --- Part V. Real Estate Transaction: Names, Addresses, Prices Conveyancing is WT Law LLP's primary practice area. Client files for real estate transactions contain a full package of confidential documentation: agreements, buyer and seller data, prices, bank details. Property: 135 Western Road, Brighton BN1 2LA A commercial leasehold property registered with HM Land Registry (Title EX407962). 2022 sale: Daniel-Alin Badea (Flat 3, 15 Charlotte Street, Brighton BN2 1AG) and Danut Mihaita Busica (Flat 11, 57 Marine Parade, Brighton BN2 1PN)—sellers—assigned the lease to Gonggam BN Limited (Company No 10724059, 30 York Place, Brighton BN1 4GU). | Parameter | Data | |---|---| | Total Transaction Price | £45,000 (excl. VAT) | | Leasehold Value | £35,000 | | Contents Value | £10,000 | | Buyer's Conveyancer | WT Law LLP , 46 Aldgate High Street, London EC3N 1AL | | Seller's Conveyancer | Hudson Morgan Williams Solicitors, 100 High Street, London N14 6BN | | Buyer Contact Person | Geon Woo Ko, 7 Silver Birch Close, Rowan Avenue, BN3 7NU | Also present is a signed contract page for the same property with different parties: Matthew Dominic Sheldon (seller) and Karin Mathilde Martina Artmann (buyer)—meaning the firm holds documents from multiple independent transactions on a single property. --- Part VI. Annual Risk Review 2024: How the Cyber Insurance Policy Took Shape The June 2024 Annual Risk Review is present—a similar document to the 2026 one, but two years earlier. Its existence allows us to trace when management's position on key issues was formed. The position that "the PI policy will cover a cyberattack" has existed since at least June 2024. This is not an ad-hoc decision—it is an established policy that has been recorded in official documents for two consecutive years. At the same time, the January 2025 Strategic Business Plan lists "considering cyber insurance" as a HIGH-priority task with a March 2025 deadline—meaning one hand of the firm recognizes it as a priority, while the other year after year decides to take no action. SRA AML inspection. Between February and April 2024, the SRA conducted a routine AML inspection of the firm via a remote desktop review, concluding in May 2024. The specific findings of the inspection are not disclosed in the documents. Phishing simulation. The 2024 document announces a measure: "The firm is planning to send a fake phishing email to staff as a test of cybercrime preparedness." Later 2025–2026 documents do not mention the results of this test. Consideration of Thirdfort. The document records an intention to consider the Thirdfort platform for AML client verification—"at early stages of consideration." Thirdfort does not appear in subsequent documents. Signed: Andrew Wong . --- Part VII. Risk Register 2025: Two HIGH Risks Instead of One | Risk Category | June 2025 Rating | June 2026 Rating | |---|---|---| | Cybersecurity | HIGH | HIGH | | Managing Claims | HIGH | Medium | | Strategic Risks | Medium | Medium | | Regulatory Risks | Medium | Medium | | Financial Risks | Medium | Medium | | Operational Risks | Medium | Medium | | AML Risks | Medium | Medium | In 2025, claims management was rated HIGH . By 2026, it was downgraded to Medium—despite the Hoi Wan Lam claim remaining unresolved throughout that period (see Part XI). The 2025 register also confirms: " Cyber Insurance is not currently in place "—the same wording as in 2026, and the same policy that contradicts the January 2025 Strategic Business Plan, which listed it as a HIGH-priority task for March 2025. Additionally, the 2025 register records: PII (Professional Indemnity Insurance) renewed in October 2024 , SRA conducted a routine AML inspection between February–April 2024, concluding in May 2024. --- Part VIII. Training Plan October 2025: Managing Partner Did Not Complete His Own Training Planned training expenditure for 2024/25 was £2,000—actual spend was £1,000 . The 2025/26 budget has been restored to £3,000. Andrew Wong himself did not complete mandatory training. The Managing Partner's individual development plan lists the following as incomplete: | Course | Status (October 2025) | |---|---| | COLP/COFA Training | Not Completed | | MLRO/MLCO Training | Not Completed | The person holding all four roles alone had not completed the relevant training for any of them as of October 2025. Waihar Lam: "N/A" across all categories. Consultant Solicitor, on staff since October 2020—"N/A" for each of the 12 mandatory training categories, including AML, cybersecurity, and data protection. Sharan Thethi: crossed-out line. The table includes an employee with a crossed-out name—apparently someone who left. Name: Sharan Thethi. Deadline for completion of all mandatory modules: October 31, 2026 —over one year from the document's date. --- Part IX. Employee Data Map May 2026: What Is Stored and Where It Is Transferred The WT Law LLP employee personal data processing map, prepared in May 2026 (a separate document from the client data map), discloses what exactly the firm stores on its ~10 employees and where it transfers that data. | Data Category | Stored? | Transferred Outside EEA? | |---|---|---| | Contact details (personal and work) | Yes | Yes | | Date of birth | Yes | Yes | | Photographs | Yes | Yes | | Identity documents (passports) | Yes | Yes | | Employment contracts | Yes | Yes | | National Insurance number | Yes | Yes | | Salary and bonus information | Yes | Yes | | Pension data | Yes | Yes | | Tax data (HMRC, P45) | Yes | Yes | | Medical data | Yes | No | | Disability data | Yes | No | | Bank account details | Yes | No | | Ethnicity | Yes | No | | Disciplinary records | Yes | — | NI numbers, passport data, salaries, photographs, and tax data of all employees are transferred outside the EEA . The specific destination countries are not stated in the document, and the legal bases for cross-border transfers are not disclosed. Exit interviews: 0 records. The document structure includes a section for storing exit interview information. Number of records— zero . The firm does not conduct exit interviews. CCTV in the office does not belong to the firm: video surveillance is controlled by the building landlord— United Embroidery Limited , retention period for recordings is 30 days. --- Part X. WT Law LLP: Structure and Management The firm's staff list (dated March 2, 2026) and organigram reveal the full structure of the firm at 3rd Floor, 46 Aldgate High Street, London EC3N 1AL. Composition—11 people: | No. | Name | Position | Practice Area | Start Date | |---|---|---|---|---| | 1 | Andrew Wong | Managing Partner / Member / SRO | Property | 03/12/2009 | | 2 | Janak Bakrania | Partner | Property | 15/10/2014 | | 3 | Malachy McDermott | Consultant Solicitor | Property | 01/02/2011 | | 4 | Albert Joia | Consultant Solicitor | Litigation | 28/04/2011 | | 5 | Trevor Bond | Paralegal | Private Client & Property | 21/04/2011 | | 6 | Gnanachandran Aravinthan (Aran) | Accounts Manager | Accounts | 10/2010 | | 7 | Natalie Ip | Consultant Solicitor | Property & Family | 01/07/2019 | | 8 | Jocelyn Chow | Consultant Solicitor | Property | 18/08/2020 | | 9 | Waihar Lam | Consultant Solicitor | N/A | 21/10/2020 | | 10 | Dyska Prayag | Paralegal | Property | 01/04/2026 | | 11 | Tamara Khalil | Solicitor | Property | 04/08/2025 | Concentration of power in one person. The June 2026 organigram shows Andrew Wong's full list of roles: > Managing Partner / COLP / COFA / MLRO / MLCO / DPM Six key regulatory and management roles simultaneously: - COLP — Compliance Officer for Legal Practice (responsible for SRA standards compliance) - COFA — Compliance Officer for Finance and Administration (financial compliance) - MLRO — Money Laundering Reporting Officer (NCA reporting) - MLCO — Money Laundering Compliance Officer (AML compliance) - DPM — Data Protection Manager/Monitor (personal data protection) According to the Lexcel AMV2 Assessment dated June 2, 2026 , the firm had 500 open client matters at the time of review. Of the 11 listed employees, only 6 fee earners are actively handling cases. --- Part XI. WT Law LLP Claims History: The Full Picture A comparison of two sources—the report from insurance broker Howden Insurance Brokers (April 2026) and the QBE/DWF claims register prepared on May 7, 2025, at the firm's request—reveals the complete history of claims against WT Law LLP over the past seven years. Complete claims register (QBE Insurance Europe Limited): | Year | QBE Policy | Claimant | Notification Date | Status | Paid | |---|---|---|---|---|---| | 2019 | QGL35882 | M\ \ \ \ \ \ \ I\ \ \ \ \ \ \ \ \ \ | 14 Oct 2019 | Closed | £0 | | 2021 | QGL37742 | M\ \ \ R\ \ \ A\ \ \ \ \ \ \ \ \ \ \ \ \ \ \ | 27 Sep 2021 | Closed | £0 | | 2024 | QGL41056 | HOI WAN LAM | 22 May 2024 | Open | £0 | Claims for 2020, 2022, 2023, 2025: none. Thus, over the firm's history, three professional liability claims have been recorded. Claimant names for the 2019 and 2021 policies are partially redacted in the QBE document—notation "M\ \ \ \ \ \ \ I\ \ \ \ \ \ \ \ \ \ " in the first case and "M\ \ \ R\ \ \ A\ \ \ \ \ \ \ \ \ \ \ \ \ \ \ " in the second. Both matters were closed with zero payouts. Current open claim—HOI WAN LAM: | Parameter | Data | |---|---| | Claimant | HOI WAN LAM | | Status | Open | | Date per QBE | 22 May 2024 | | Date per Howden | 14 May 2024 | | Last Updated (Howden) | 30 December 2025 | | Paid | £0 | | Reserved | £0 | The discrepancy between notification dates (14 vs. 22 May 2024) indicates the broker was notified 8 days before the insurer. As of April 2026, the claim has been open for nearly two years with no movement on the account—no payments, no reserves set aside. Notably: in the June 2026 Annual Risk Review , Andrew Wong as Managing Partner stated: " No claims/notifications this year "—thereby specifically emphasizing that in the current insurance year (2025/26) there have been no new notifications, while the Hoi Wan Lam claim remains open under the previous policy. --- Part XII. AML Audit and File Reviews: Documented Breaches AML Audit, June 2, 2025 An internal AML audit dated June 2, 2025 —an independent review of WT Law LLP's anti-money laundering procedures under the Money Laundering Regulations 2017. Auditors: - Internal Auditor: Janak Bakrania (Partner, WT Law LLP) - External Support: Priya Patel (Managing Director, Candor Group Limited)—qualified solicitor, 17+ years of practice, 14+ years in AML consulting for law firms Documented findings and recommendations: | Area | Audit Finding | |---|---| | AML Training | Some staff have not completed training in the last 12 months | | Sanctions update (LSAG) | Training not conducted | | MLRO reporting to partners | Insufficiently detailed | | MLCO reporting | Requires improvement | | SAR reports to NCA | "No recent reports have been made" | The audit was signed by Janak Bakrania as the "independent" auditor—despite him being a partner of the same firm. The SRA AML inspection took place in August 2024 . As of the June 2026 Annual Risk Review: over the last 12 months, NCA reports— zero ; AML register— no entries . File Review 2026 (Candor Group, March 31, 2026) A quarterly file review by Candor Group for January–March 2026, completed on March 31, 2026. Fee earners reviewed: Andrew Wong, Janak Bakrania, Tamara Khalil, Malachy McDermott, Albert Joia, Natalie Ip, Trevor Bond, Jocelyn Chow. Key breaches: | Breach | Details | |---|---| | 9 files not provided | Of 20 selected files, 9 were never submitted by staff for review by March 31 | | SOF/W form | Not all fee earners use the client source of funds/wealth form | | Sanctions check results | Not always properly documented in the file | | Terms of Business | Last updated— May 2024 , requires revision (Fraud info, FSCS update, AI reference) | | SAR Q4 2025 | 0 SAR reports received and submitted for Q4 2025 | Correction deadline: April 27, 2026 . Next file reviews—June 2026. Official Assessor Criticism: 8 AML Audit Breaches In June 2025, the Lexcel assessor raised eight formal critical points regarding the firm's AML audit and requested official clarifications. The response to these points was prepared and signed by Janak Bakrania on June 19, 2025. | No. | Assessor Comment | |---|---| | 1 | Audit report not signed or dated | | 2 | Report lacks reference to LSAG methodology | | 3 | Some staff have not completed mandatory AML training | | 4 | Structural oversight issue: the firm has one owner—independent control is impossible | | 5 | Report does not state the number of files reviewed | | 6 | List of documents reviewed not disclosed | | 7 | No interviews were conducted with staff members | | 8 | No link between audit and internal risk management meetings | In other words, the AML audit—a review on which compliance with the Money Laundering Regulations depends—was conducted without a single conversation with staff. And this was officially reported to the regulator. The response was signed by the same Janak Bakrania who was the "independent" internal auditor—and simultaneously a partner of the same firm. --- Who This Matters To Clients of WT Law LLP If you provided the firm with bank statements, credit reports, or personal documents for real estate transactions—you have no guarantee they were destroyed after the matter was closed. According to the data map, the retention period is 6 years, and destruction is at the firm's discretion. Clients Whose Data Was Transferred Outside the EEA The data map explicitly indicates that client data is "sent outside the EEA: Yes" across all practice categories. Neither the specific destination countries nor the legal bases for cross-border transfers are stated in the document. Anyone Using Conveyancing Solicitors A real estate transaction requires providing your solicitor with: passport, bank statements, NI number, source of funds, tax documents. All of this is stored across multiple interconnected systems—some of which belong to third-party providers. |
Link |
| 2026-07-09 10:16:24 |
bergdemo.com |
settra |
Revenue: 42,000,000 Size: 543GB | Berg / Crushing Corporation of America: Demolition on Federal Money --- PROLOGUE In our possession are internal documents of Berg Demo Holdings LLC , dated 2025–2026. Consolidated financial statements for 2026 — P&L, balance sheet, WIP, ratio analysis. Distribution list: owners, CFO, representatives of Canadian investor Alaris Equity Partners, two independent board members. Related party register — Berg Related Party Spreadsheet : monthly payments to four affiliated entities from January 2025 through May 2026. Daily cash sheets for April 2026. Bank transfer confirmations: $1M, $1.5M, $2.71M — within the group over two months. A log of 264 contract change entries (PCO Log): individual change order amounts reach $1,808,074. More than 50 executed subcontracts and agreements — subcontractor agreements, equipment rental contracts, and general contractor agreements from 2024–2025. Among them: a direct government contract with the Maryland Stadium Authority under the Project C.O.R.E. program, heavy equipment rental from Carter Site Services for Key Bridge debris work, master subcontracts with four asbestos subcontractors, an executed subcontract for the Homestead Wakefield school — the very one for which Berg is now litigating in Harford County. Internal personnel evaluations: peer reviews of management on the KPA platform. The President evaluates subordinates, subordinates evaluate the President, the COO evaluates his direct reports. Documents include written comments and self-assessments with personal signatures. Insurance documents for 2026–2027: fleet, Workers' Compensation, General Liability, D&O. A lawsuit filed in the Circuit Court of Harford County from April 2026. Monthly covenant compliance certificates, signed by CFO Scott Luman and sent to Alaris. In this article, you will only be able to review a portion of the data we have chosen to disclose. The rest you will be able to download and study independently after the full archive is published. --- Part I. Who Are Berg / Crushing The group operates under several legal names: | Legal Entity | Type | Role | |--------------|------|------| | Berg Demo Holdings, LLC | Delaware LLC | Top-level holding — investment partner Alaris | | Crushing Corporation of America | Maryland corp. | Primary operating company (CCA) | | B.O.W., Inc. | Maryland corp. | Affiliated entity, same address | | Berg Demo Group LLC | Delaware LLC | Demolition division | | Crushing LLC | LLC | Subsidiary, PNC account | | TBG (The Berg Group) | — | Operating holding, main PNC account | Berg Demo Holdings, LLC — the legal entity that signed the Company Agreement with Alaris on February 5, 2025 . It is Holdings that reports monthly to Alaris via Exhibit J (Compliance Certificate) and Exhibit L (Initial Monthly Questionnaire). The Compliance Certificate for May 2026 was signed on June 23, 2026 , and certifies: no Event of Default, financial statements for the period are accurate. The company underwent a name change. It appears in documents as The Berg Corporation . In 2025–2026 — already Berg Demo Group LLC . The certificate in the actual April 2026 lawsuit demonstrates this: attorneys ask how to correctly identify the plaintiff if "the contract was signed by The Berg Corporation" — under this name the company operated on the disputed project. Key People: | Name | Role | |------|------| | David J. Berg | CEO — Crushing Corporation of America and B.O.W., Inc. | | Austin Berg | Management — Berg Demo (son of David Berg) | | Zach Gilden | President — Berg Demo Group LLC | | Ralph (Scott) Luman | CFO — signs bank transfers, contracts, and monthly certificates for Alaris | | Howard Shearer | CFO — signed customer notification of ownership change (January 2025) | | Durant Walters | President, The Berg Corporation — signed subcontracts and government contracts under this name through January 2025 | | Brandon Bonanno | COO, The Berg Corporation — initials BB in legal documents; reports to Zachary Gilden | | Joanita Lubega | AP Contact, AP@BergDemo.com, tel. 410-233-5525 ext. 208 | David J. Berg signed the PNC Bank credit agreement on behalf of both companies — Crushing Corporation of America and B.O.W., Inc. — simultaneously, as CEO of each. The Berg Demo Holdings LLC financial statements for May 2026 are distributed to a list of 10 recipients: Berg Demo (David Berg, Austin Berg, Zachary Gilden, Howard Shearer, Scott Luman), Alaris Equity (Gregg Delcourt, Connor Lesperance, Dan Maceachen), and Board Members (Bill Childs, Frank Settleman). Federal Tax ID Berg Demo Group LLC: 52-2135644 Phone: 410-233-5525 --- Part II. What They Demolish Completed projects — from the internal register as of April 1, 2026: | Project | Address | Client / GC | Contract | |---------|---------|-------------|----------| | Landmark Mall | 5801 Duke Street, Alexandria, VA | Landmark Land Holding / Clark Construction | $16,803,636 | | Perkins Homes Ph. 3–5 | 1401 E Pratt St, Baltimore, MD | Housing Authority of Baltimore City / Gilbane | $14,288,658 | | Aberdeen Proving Ground | Aberdeen, MD | Dept. of the Army / US Army Corps of Engineers / Kemron | $7,434,033 | | Air & Space Museum | 600 Independence Ave SW, Washington, DC | Smithsonian Institution / Clark Construction | $6,580,525 | | Johns Hopkins Reed Hall | 624 N Broadway, Baltimore, MD | Johns Hopkins University / Gilbane | $6,415,636 | | Pimlico Race Course | Baltimore, MD | Clark Construction Group | $6,528,779 | | Total (top 6) | | | ~$58,051,267 | Work scope by project: - Pimlico Race Course: demolition of the historic Baltimore racetrack — home of the Preakness Stakes. Completed 2025–2026. Gross profit: $2,850,937 (43.7% margin). - Landmark Mall: "Asbestos Abatement, Interior Gut, Structural Separation and Full Raze" - Perkins Homes: "Complete Demolition of 35 Apartment Buildings" - Aberdeen Proving Ground: "Asbestos abatement and full raze of 60 buildings" - Air & Space Museum: "Abate, Stripout, Selective Structural of Active Museum" - Johns Hopkins Reed Hall: "Abatement, Gut and Wreck of Former Dormitories" Asbestos abatement is present in most projects — including on the active grounds of the federal Smithsonian museum, a U.S. Army installation, and Baltimore housing stock. Additionally, Berg has a direct government contract with the Maryland Stadium Authority (MSA) under Project C.O.R.E. (Creating Opportunities for Renewal and Enterprise, "DD 016") — a program for demolishing vacant housing stock, funded by the Maryland Department of Housing and Community Development. The contract was signed on June 4, 2024 , signatory for MSA — Executive Director Michael J. Frenz (mfrenz@mdstad.com), for Berg — Durant Walters; legal review — Amy K. Mataban, Assistant Attorney General . Scope includes not only asbestos but also " disposal of lead-based paint from properties; the removal and disposal of polychlorinated biphenyls (PCBs), mercury containing waste materials and other universal or regulated wastes. " A critically important clause in the MSA contract — Article 21 : > "The Contractor shall not sign, approve, or execute any manifests, certificates, other documents required by the Environmental Protection Agency, or any state, for transport and deposit of materials deemed hazardous or certified non-hazardous." Berg, under a government contract, is not authorized to sign EPA documents for the transport and disposal of hazardous materials. This means that the party legally responsible for transporting hazardous waste from Berg's sites is someone else — a licensed transporter signing the manifest. It is precisely in this role that the "related party" HAWKINS MSNG appears, having received $7,094,615 over 17 months (see Part X). --- Part III. Financial Picture 2025 Results Data from the Covenant Comparison — a document showing compliance with bank covenants. | Metric | Amount | |--------|--------| | Net Income | $6,707,000 | | EBITDA | $8,532,000 | | Alaris Preferred Distributions | $2,165,000 | | Tax Distributions to Owners | $960,000 | | FCCR (Fixed Charge Coverage Ratio) | 2.48x | Verbatim from the document: > "FCCR (min of 1.20x) 2.48x / Result On-Side" > "Distributions as % of net income 32.3% / Threshold 50.0% / Result On-Side" > "Excess Free Cash Flow (above 1.20x) $3,743" Current Data: TTM and May 2026 Berg Demo Holdings LLC consolidated financial statements for May 2026 (issued June 18, 2026) cover both the current year and trailing 12 months (TTM). Revenue and Profit: | Period | Revenue | Gross Profit | GP% | Net Income | EBITDA | |--------|---------|--------------|-----|------------|--------| | May 2026 (month) | $4,977,676 | $1,657,176 | 33.3% | $731,832 | $883,786 | | YTD (Jan–May 2026) | $27,124,574 | $6,449,235 | 23.8% | $1,984,813 | $2,790,261 | | TTM (Jun 2025 – May 2026) | $61,733,829 | $11,854,639 | 19.2% | $5,128,622 | $7,186,538 | Comparison with prior periods on gross margin — historical trend: - 2023: 32.70% - 2024: 27.20% - 2025: 28.27% - TTM May 2026: 19.20% Margin compression of more than 13 percentage points over three years — alongside revenue growth from $45M to $61.7M. Trucking & Disposal for the TTM amounted to $16,684,570 (27% of revenue), while the budget had assumed 21%. Scrap Revenue in May 2026 was $1,345,143 — double the same month in 2025 ($649,477). For the first five months of 2026: $2,763,054 in ferrous and non-ferrous metals. Balance Sheet as of May 31, 2026 | Item | May 2026 | May 2025 | Change | |------|----------|----------|--------| | Cash | $6,178,876 | $2,889,790 | +114% | | Accounts Receivable | $13,223,199 | $11,559,835 | +14% | | Underbillings (Costs in Excess) | $2,850,481 | — | n/a | | Total Current Assets | $24,701,715 | $17,992,168 | +37% | | Fixed Assets (net) | $6,309,576 | $4,580,629 | +38% | | Total Assets | $32,020,021 | $23,671,719 | +35% | | Accounts Payable | $6,510,672 | $6,433,330 | +1% | | Overbillings (Billings in Excess) | $3,212,298 | — | n/a | | Distributions Payable | $885,000 | $885,000 | — | | Long-Term Liabilities (Notes Payable) | $3,994,070 | $1,951,414 | +105% | | Total Liabilities | $16,713,353 | $11,022,646 | +52% | | Equity | $15,306,668 | $12,649,073 | +21% | Notes Payable grew from $1.95M to $3.99M — the company is increasing its equipment debt load. Debt-to-Equity: 1.09x (versus 0.86x a year ago). Retained earnings on the balance sheet grew: $16,679,930 (Prev Retained Earnings) — carryover from FY2025. Current distributions: | Item | Amount | |------|--------| | Owners Distribution (Berg + partners) | ($2,852,298) — accumulated | | Owners Distribution — Alaris Preferred | ($3,235,630) — accumulated since investment | Alaris had received a cumulative $3,235,630 in preferred distributions by May 2026 — this is the amount over 15 months since the investment (February 2025). Forecast for end of 2026: ~$3.9M at a rate of $180,000–270,000 per month. FCCR Dynamics The company tracks FCCR (Fixed Charge Coverage Ratio) annually. Data by year (PNC Bank methodology, minimum 1.25x): | Year | FCCR | |------|------| | 2023 | 4.67x | | 2024 | 0.77x (covenant breach) | | 2025 | 2.72x | | TTM May 2026 | 1.72x | In 2024, FCCR dropped to 0.77x — below the bank threshold of 1.25x. In 2025 it returned to 2.72x. By May 2026, the trailing metric had declined again to 1.72x. Alaris uses a different FCCR methodology with a lower threshold of 1.20x — by that measure, the 2025 figure was 2.48x ( "FCCR (min of 1.20x) 2.48x / Result On-Side" ). One company — two different FCCRs for the same year, for two different creditors. Alaris — Presence in Management Alaris Equity Partners (TSX: AD) — a Canadian permanent capital company. Invested in Berg Demo Holdings LLC on February 5, 2025. Structure data: - Preferred Equity (Alaris): $17,150,000 - Common Equity (Alaris): $3,850,000 From the 2026–2027 insurance proposal, Subjectivities section: > "Executive package — confirm Alaris Equity Partners has board representation to remove shareholder exclusion" Three Alaris representatives — Gregg Delcourt, Connor Lesperance, Dan Maceachen — receive monthly financial statements alongside independent board members Bill Childs and Frank Settleman . Annual board fees: $20,834/month ($250,000/year), reflected in the P&L's G&A under "Consulting — Board Fees." --- Part IV. President at 58%: Internal Performance Reviews April 2025. Two months after closing the Alaris deal, Berg conducted annual employee performance reviews on the KPA platform. Documents contain peer evaluations across seven categories, written comments, and management self-assessments. The company's President — Durant Walters , Title: President, The Berg Corporation. His self-assessment was recorded on April 25, 2025. Under the KPA system, Walters tracks daily "Key Performance Areas": project status walkthroughs, open PCO monitoring, revenue forecasts — including a line item for " Caton Avenue " alongside ferrous scrap, non-ferrous scrap, and metal recycling. Subordinates evaluated Walters as follows: | Reviewer Group | Average Score | |----------------|---------------| | Project Managers | 81% | | General Superintendents | 56% | | CFO (Howard Shearer) | 52% | | Director of Safety (Chris Brophy) | 57% | | VP of Training (Chris Trendell) | 43% | | Overall Average | 58% | CFO Howard Shearer , 52%, verbatim: > "Durant is a smart person. Understands contract language and scope of work. I do not believe he handles himself as a President but more as a Project Executive. I truly believe that role would be fit for him because of his skill set and background. At times, I think his sarcasm is unprofessional in certain settings. There are times that I am not following what he is saying and he makes you feel like an idiot with his sarcasm. I do not believe he is strong enough to be the top leader of our organization." Shearer marked "Needs Improvement" under "Exhibits professionalism/courtesy" — meaning the CFO considers the President's behavior unprofessional. One General Superintendent (anonymous), 54%: > "Unfortunately he's more fit to be a project manager. Since taking over the PM role with Joe Fluer it's obvious where he needs to be. Only my opinion." Chris Trendell , VP of Training and Employee Development, 43%: > "I have very little interaction with the President on a daily or weekly basis. We used to have a once a week meeting but it died on the vine as there was never any positive outcome in any of the fields regarding the nature of our line of work." In his self-assessment, Walters writes under "What needs to change — Employee Retention": > "Stop the broadcasting of negativity from Chris T., Tracy M. and others." Chris T. — that same Chris Trendell, VP, who gave him 43%. Tracy M. — Tracy Morgan, a direct report to the COO. On the question "whom are you grooming as a replacement": Unknown . On "what next position do you want": N/A . --- The Succession Tender From below: Brandon Bonanno, COO. He was evaluated by four direct reports — average: 66.1% . Tracy Morgan (Shop Manager): "Brandon needs to be able to make decisions on his own." Chris Brophy (Director of Safety): "I think both he and Berg would benefit from giving him more autonomy in decision making regarding personnel." On March 31, 2025, Bonanno sent his subordinate reviews not to Durant Walters, but to Zachary Gilden — with the note: "Zach – Below are my comments/initial thoughts for my reviews. I welcome your thoughts/input." This reveals the real hierarchy: the COO reports to the President of Berg Demo Group LLC, not to the President of The Berg Corporation. From Bonanno's review of field staff: "Field personnel are learning to call Brandon instead of Zach when they need issues solved." Zach — the former first call for the field. Confirmed roles from the April 2025 performance reviews: | Name | Title | |------|-------| | Brandon Bonanno | COO (bbonanno@bergdemo.com) | | Scott Anderson | Chief of Estimating and Business Development | | Chris Brophy | Director of Safety | | Brent Walker | Sr Project Manager | | Joe Fluehr | Estimator / Project Manager | | Adam Trendell | General Superintendent | | Rick Maska | General Superintendent | | Tracy Morgan | Shop Manager | | Nick Huppman | Inventory and Operations Manager | The Trendell Family Three individuals with the same surname work at the same company: | Name | Title | President's Rating | |------|-------|-------------------| | Chris Trendell | VP of Training and Employee Development | 81% | | Adam Trendell | General Superintendent | not rated by President | | Matt Trendell | Assistant Project Manager | 67% | Matt Trendell on his own position: "PM ish." On whom he is grooming as a successor: "No One." From President → Matt (67%) review: > "Often, Matt is argumentative and pushes back when given assignments. Matt requires constant reminding to get his assignments completed and his work requires detailed quality control to ensure accuracy." Chris Trendell on desired next position: "PRESIDENT OF TRAINING AND EMPLOYEE DEVELOPMENT." Grooming as replacement for his VP role: Adam Trendell and Rick Maska. Brent Walker: 43% and "Our Weakest Attribute as a Company" Sr Project Manager Brent Walker received 43% from the President — out of 10 KPIs, eight were rated "Needs Improvement (1)." Verbatim on specific projects as of March 31, 2025: > "Status sheets are not being updated, despite multiple requests. (Job not touched as of 3/31/25: 25-009 255 Rockville, 25-008 Top Golf, 25-006 13775 McLearen, 25-002 Montgomery Center)" Walker in his own self-assessment — on customer service: > "We can have an open conversation on this, and document as needed. This is our weakest attribute as a company." Under Productivity and Employee Retention, he repeated the same point three times: "Hire appropriate supervision." On the profitability of some projects — verbatim: > "For projects that have insufficient estimates/budgets or unrealistic schedule commitments I have had to focus the majority of my efforts to minimize losses. Profitability has unfortunately not been an option." On staffing: "We do not have the appropriate supervision to staff all of our projects." --- Caton Avenue: A Yard With a Manager COO Brandon Bonanno in his review of Adam Trendell (General Superintendent), April 2025: > "Better management of the daily activities and organization of Caton Ave" > "More effort on selling material from Caton Ave" Director of Safety Chris Brophy — in his own self-assessment, April 2025: > "Have the Caton Ave. manager reach out to smaller local contractors (home builders and smaller site work companies) to sell material consistently." Bonanno to Nick Huppman (Inventory and Operations Manager): > "Needs to be more aggressive in the selling of the recycled material at Caton Ave and clay from Hawkins" Caton Avenue — a physical facility in Baltimore, managed by Adam Trendell. Function: selling recycled materials from demolition projects — scrap metal, recycled concrete, clay. Hawkins MSNG, the largest "related party" ($7.09M over 17 months), appears in the same context as Caton Ave as a buyer/intermediary in selling excavated clay. In the Alaris register, CATON AVE is listed as receiving a fixed payment of $10,300/month. In President Durant Walters' KPA, "Caton Avenue" appears as a separate line item of monthly revenue, alongside ferrous and non-ferrous scrap. What the Performance Reviews Say About the Company Overall Several employees independently, in separate self-assessments, identified the same institutional problems. Bonus system. Chris Brophy, April 2025: "The establishment of a transparent and achievable bonus structure would also be beneficial for retention." Brent Walker: "Have scheduled reviews with employees to discuss their work and raises." Matt Trendell repeated the same thing verbatim. No formal transparent bonus system exists at Berg. Retirement benefits. Brophy: "Offer improved benefits related to a true 401K program (roth and traditional) vs a SIMPLE IRA and potentially an HSA offering due to offering high deductible plans primarily. Most of our competitors already have these offerings that are similar in size, so it becomes important to level the playing field." Berg offers employees a SIMPLE IRA — the most basic retirement vehicle — alongside a high-deductible health plan. Career development. Brent Walker (Sr PM) on successor: "N/A. We do not have a development program and there is no one in the company that has expressed interest in being a PM to my knowledge." Matt Trendell (APM) on successor: "No One." Durant Walters (President) on successor: "Unknown." Three levels of management — President, Senior PM, and APM — cannot name a person who would take their place. --- Berg Equipment on the Key Bridge Debris April 24, 2024 — 29 days after the Francis Scott Key Bridge collapse — Berg entered into a heavy equipment rental agreement with Carter Site Services, Inc. for the KEY BRIDGE project: | Machine | Model | Attachment | Value | Rent/28 days | Mobilization | |---------|-------|------------|-------|--------------|--------------| | Excavator | Komatsu PC650LC-11 (SN: 80012) | Genesis 995R XT shear (SN: 9951037) | $950,000 | $93,080 | $48,000 | | Excavator | Komatsu PC800LC-8 (SN: 55003) | Labounty MSD7500R shear (SN: 675012) | $850,000 | $115,830 | $90,500 | | Total | | | $1,800,000 | $208,910/mo | $138,500 | Hydraulic shear — equipment used for cutting steel structures: precisely the type of equipment used in dismantling fragments of the collapsed steel bridge. Berg owns the equipment; Carter Site Services is the renter-operator. Fuel is Carter's responsibility. Maintenance is included in the rate (8 hours for every 40 hours of operation). --- Part V. Bank Accounts and Transfers 2025–2026 Bank: PNC Bank, National Association , 1 East Pratt Street, Baltimore, MD 21202. ABA Wire: 031000053 | ABA ACH: 054000030 | SWIFT: PNCCUS33 Group Accounts (PNC confirmation letters, May 2026): | Last 4 Digits | Account Name | Full Account | |---------------|--------------|--------------| | 2887 | Berg Demo Group LLC — Healthcare Account | 5557262887 | | 4366 | Crushing LLC | 5562204366 | | 7768 | (not disclosed) | 5501407768 | | 7776 | Operating Checking TBG | 5501407776 | Cash Flow: April–May 2026 Daily Cash Sheet — daily balance register for two accounts for April 2026. Account 7776 (TBG Operating): - March 31, 2026: opening balance $5,441,716.63 - April 1: transfer to Crushing $1,000,000 + incoming EFT $92,582 + deposits $58,553 - April 6: additional transfer to Crushing $1,500,000 - Balance at May 2026 opening: Book $3,855,832.42 / Bank $3,897,518.87 Account 4366 (Crushing Operating): - Received $1,000,000 — April 1; $1,500,000 — April 6 - Payroll (PR DD) paid April 2: $269,019.47 - AP checks paid April 2: $81,618.86 - Outgoing wire sent April 6: $1,233,050 - End-of-April balance: Book $2,267.06 / Bank $751,562.01 The difference between bank balance ($751K) and book balance ($2,267) — $749,295 in issued but uncleared checks. CCA operates with virtually no cash cushion: after each payroll cycle, the account resets to near zero. May 27, 2026, 5:18 PM ET — $2,710,000 transfer: > Transfer Name: "Xfer BDtoCR" > From: 5501407776 [OPERATING CHECKING TBG] > To: 5562204366 [CRUSHING LLC] > Amount: $2,710,000.00 / Frequency: One Time Only / Status: Confirmed > Trace Id: 20260513766365 A one-time transfer of $2.71 million from the TBG holding operating account to the Crushing LLC account. The largest documented inter-entity transfer. Likely — funding for a specific project or operational coverage. April 20, 2026, 3:26 PM EDT — $3,061 transfer to DJNA Enterprises: > Account: 5501407776 / Type: Book Transfer / Beneficiary: DJNA Enterprises / Amount: 3,061.00 USD / Status: Approved / Approved By: Scott Luman — 04/20/2026 03:26 PM EDT DJNA Enterprises — does not appear in the related party register filed with Alaris. CFO Scott Luman personally authorized the transfer. Equipment Credit Line (March 2025): Crushing Corporation of America and B.O.W., Inc. entered into an Amended and Restated Loan Agreement with PNC Bank dated March 7, 2025 — a credit line for equipment and vehicle purchases: limit $1,000,000 , term loans up to 7 years. David J. Berg signed the agreement as CEO of both companies. Section 5.7 directly restricts shareholder distributions: additional distributions beyond tax distributions — no more than 50% of the prior year's net income in the absence of an Event of Default. --- Part VI. Lawsuit Against the Insurer: $266,162.88 for a Demolished School Circuit Court for Harford County, Maryland. Berg Demo Group LLC vs. Great Midwest Insurance Company. Filed April 24, 2026. Project: Homestead Wakefield Elementary School Replacement , 900 South Main Street, Belair, Harford County, Maryland. Owner — Board of Education of Harford County . General Contractor — Locust Lane Farms, Inc. General contractor's insurer (payment bond): Great Midwest Insurance Company , Texas corp., 800 Gessner, Suite 600, Houston, TX 77024. Berg performed demolition and asbestos abatement on the new school construction project in Harford County. The subcontract between Berg and Locust Lane Farms, Inc. (513 Commerce Drive, Upper Marlboro, MD 20774) was signed on April 5, 2023 . For Locust Lane, signed by Steve Orange, VP of Estimating/Project Management . For Berg — Durant Walters, President. Total Subcontract Amount: $841,837.00 (Base Bid $825,000 + Bond $16,837). Client — Harford County Public Schools . Scope: asbestos abatement of both school buildings and full demolition to the foundation slab. Under the contract, Berg also assumed MBE participation: a minimum of $206,250 — Bull Dog Trucking (minority business enterprise subcontractor carrier). The interest clause for late payment (Section 15.2) in the Berg—Locust Lane contract is marked: "Not applicable." Berg in its complaint seeks interest recovery — but under the contract, that right is excluded. After three demand letters (January 23, February 26, March 3, 2026 — by certified mail), Berg filed suit against Great Midwest as the holder of Locust Lane's surety bond. Legal basis: Maryland Little Miller Act (Md. Code, Cts. & Jud. Proc. § 17-101 et seq.) Claim amount: $266,162.88 — 31.6% of the total subcontract, plus interest, costs, and attorney fees. Verbatim from the complaint: > "An unpaid balance of $266,162.88 remains due and owing from Locust Lane to Berg. Berg is due $266,162.88 for the work provided to the Project." Plaintiff's counsel: Huddles Jones Sorteberg & Campbell, P.C. , 10211 Wincopin Circle, Suite 200, Columbia, MD 21044. Kenneth K. Sorteberg and Nicole L. Campbell. The complaint document contains reviewer notes from BB (Brandon Bonanno) and SL (Scott Luman — CFO): > "We changed our name since this project was completed. How do we need to state this in the complaint as the contract was signed by The Berg Corporation?" At the time the work was performed, the company was named The Berg Corporation — under this name the subcontract with Locust Lane was signed. --- Part VII. Who Actually Performs the Work Asbestos Abatement Outsourced Berg is hired by general contractors as a demolition and asbestos abatement subcontractor. The asbestos work itself — removing floor tile, demolishing insulation, decontaminating rooms — is subcontracted further down the chain. Key performer: Progress Environmental Inc. Capitol Heights, Maryland 20743. Two company addresses appear in documents: 547 Ritchie Road (Neelsville MS subcontract) and 8472 Walker Mill Road (JHH Reed Hall subcontract). The company specializes in asbestos abatement. For Progress Environmental, subcontracts are signed by Tim Shears, President (tshears@progress-environmental.com). Second signatory — Colleen Mitchell (cmitchell@progress-environmental.com). Witness on paper documents — Lillian Mitchell . Subcontract for Johns Hopkins Reed Hall demolition (24-009): asbestos abatement of three buildings — Cooley Center, Reed Hall East, Reed Hall West. Contract amount: $326,096.25 . Scope includes 263 windows (×$250 = $65,750), 9,870 SF drywall ($4.75/SF = $46,882), over 2,000 LF of pipe insulation ($12–25/LF), 400 SF fire-proofing ($25/SF = $10,000). Detailed price list from the contract: | Work Type | Unit | Rate | |-----------|------|------| | ACM floor covering (Reed Hall East) | SF | $5.25 | | Drywall with joint compound | SF | $4.75 | | Windows (asbestos in frames) | each | $250.00 | | Spray-on Fireproofing | SF | $25.00 | | Pipe insulation / mudded pipes | LF | $12–25 | | Black mastic on ductwork | SF | $8.00 | | Floor tile and mastic (Neelsville MS) | SF | $3.50 | | Fire-rated doors | each | $100.00 | Berg provides dumpsters for removal. Progress Environmental performs the work. Documents created at Berg: Corey Woods (cwoods@bergdemo.com), Grace Morreale (gmorreale@bergdemo.com). Berg signatory: Durant Walters , President. A critically important detail: the JHH Reed Hall subcontract contains a personal guarantee clause (Article 24): > "In the event that the Subcontractor does not provide payment and performance bonds, the individual executing this Agreement on behalf of the Subcontractor, by signing his name hereto, whether as a corporate officer of the Subcontractor or otherwise, does hereby personally guarantee performance by the Subcontractor hereunder." Since Progress Environmental did not provide payment/performance bonds — Tim Shears personally guaranteed all obligations . An individual personally liable on subcontracts totaling $326,096 (JHH Reed Hall), $194,374 (Neelsville), and similar agreements on other projects. According to the Berg Related Party Spreadsheet — an internal register submitted monthly to Alaris — PROGRESS ENVIRO is classified by Berg as a "related party" and received $4,134,981 from January 2025 through May 2026. The sum of the two known contracts ($326K + $194K) represents less than 13% of total payments over 17 months. The source of affiliation between Progress Environmental Inc., Tim Shears, and Berg management is not disclosed in the Alaris agreements. Second major subcontractor: CCAPS Construction LLC , 527 Chesapeake Avenue, Baltimore, MD 21225. Authorized representative — Amy R. Bosnick , Partner. Master subcontract with Berg signed September 24, 2024 , for a 5-year term with automatic renewal. Signed by Durant Walters (dwalters@bergdemo.com) as President, The Berg Corporation. Third: Potomac Abatement LLC , 8309A Sherwick Court, Jessup, MD 20794. Signatory — Anthony Farnella (tony@potomacabatement.com). Master subcontract dated January 8, 2025 — four weeks before the Alaris deal closed. Also signed by Durant Walters. Document created by Leanne Young (lyoung@bergdemo.com). Fourth: J&M Demolition Environmental , 1005 South Main St, Ste 202, Hampstead, MD 21074. President — Jennifer Savala . Master subcontract signed October 16, 2024 by Durant Walters. 5-year term with automatic renewal. J&M worked on the Homestead Wakefield project — the very one for which Berg is now suing Locust Lane. Terms for all subcontractors are identical in one respect: pay-when-paid , 10% retention, Berg's right to offset debts from any project against any Berg-affiliated entity, 3-year prohibition on poaching Berg employees. But the master subcontract with J&M goes further than the rest. Verbatim: > "Receipt of payment from the Owner is a specific condition precedent to Berg's obligation to pay the Subcontractor, the risk of nonpayment by the Owner being on the Subcontractor for its portion of the work in place or material on the job site." > "If the Owner fails to make payment to Berg for work performed by Subcontractor, Subcontractor agrees that any mechanic's lien, bond or other action filed by Subcontractor may be stayed, at Berg's option, pending payment from Owner to Berg." That is: if the government client does not pay Berg — J&M not only does not get paid, but cannot file a lien without Berg's permission. Berg reserved the right to terminate the contract with J&M immediately, without notice, upon any "good faith belief" that the work is in jeopardy. All disputes — arbitration or court — only at Berg's option. Attorney fees if Berg wins: J&M's expense. Jury trial — both parties waived by contract. These are not partner terms — they are terms for a fully controlled subcontractor. --- Confidential Consent Campaign Eight days before the Alaris deal closed — January 23, 2025 — CFO of The Berg Corporation Howard Shearer (hshearer@bergdemo.com) sent a letter to Vanessa Ellis, Procurement Manager, Gilbane Building Company (1215 E Fort Avenue, Ste 100, Baltimore, MD 21230). Subject: Gilbane's consent to a change of ownership in connection with the impending sale of a "non-controlling equity interest" to a third-party investor. The investor is not named in the letter. The document file was marked "(TBC)" — To Be Confirmed. Verbatim from the letter: > "The Transaction has not been publicly disclosed and is highly confidential; therefore, please refrain from discussing this letter or the Transaction with any third parties." > "Your consent will become effective as of immediately prior to the effective date of the Transaction. If for any reason the Transaction does not occur, this letter and your consent hereunder will have no force or effect." Response deadline — January 28, 2025 (five days). The Alaris deal closed on February 5, 2025 . The letter refers to an existing Trade Contract Agreement between Gilbane and The Berg Corporation dated April 19, 2024 . The archive contains more than 20 executed Berg contracts with general contractors: Gilbane Building Company , Whiting-Turner , Clark Construction , Chesapeake Contracting Group , EE Reed Construction , Maryland Stadium Authority , Dept. of General Services , Housing Opportunities Montgomery County , Bozzuto Construction , Consigli . Most of these contracts required similar consent upon change of ownership — Berg requested it from all clients simultaneously, in "highly confidential" mode. --- Part VIII. Insurance Insurance proposal arranged through Commercial Insurance Associates for the 2026–2027 period. Total premium: | Year | Total Premium | |------|---------------| | 2024–2025 | $645,014 | | 2025–2026 | $811,478 | | 2026–2027 | $997,344 (+26%) | Coverage Structure 2026–2027 | Coverage | Insurer | Limit | Premium | |----------|---------|-------|---------| | General Liability + Pollution | Nautilus Insurance (A+ XV) | $1M per occurrence / $2M aggregate | $298,174 | | Excess Liability | Nautilus Insurance (A+ XV) | $10,000,000 | $353,527 | | Commercial Auto | Key Risk Insurance (A+ XV) | $1M liability | $231,432 | | Workers' Compensation | Chesapeake Employers' (A XIII) | $1M/$1M/$1M | $87,715 | | Executive Risk (D&O/EPL/Fiduciary/Crime) | Zurich American (A+ XV) | $8M aggregate | $17,074 | | Cyber Liability | Hartford Steam Boiler (A++ X) | $1M aggregate | $9,422 | | Total | | | $997,344 | Excess Liability premium growth: from $256,372 to $353,527 (+38%). General Liability growth: from $219,319 to $298,174 (+36%). Both increases tied to declared revenue growth from $45M to $60M. Pollution and Environmental Risk In addition to general coverage, Contractors Pollution Liability ($1M), Pollution Liability for Transportation Activities ($1M), and Non-Owned Disposal Sites ($1M) are included in the base policy. Site-Specific Pollution: "Not Covered" — liability for specific sites is not insured. Separately: Berkley Environmental Contractors and Consultants — a specialized insurer for contractors working with asbestos. Berg filed a Renewal Application for the upcoming period. "Titan" Captive Program Berg participates in a captive insurance program managed under the "Titan" structure. Captive — an affiliated insurer created by a company to retain insurance profits within the group and manage risks. The program working file for 2026–2027 (2MB). Total loss funds in draft calculation: $306,719. Total captive premium: $555,549. Executive Risk — D&O and the Alaris Condition Executive Risk policy (D&O + Employment Practices + Fiduciary + Crime) — Zurich American Insurance: - D&O: $3,000,000 limit - Employment Practices: $3,000,000 - Fiduciary: $1,000,000 - Crime (Employee Theft, Forgery, Computer Fraud): $1,000,000–$2,000,000 Bindability condition: > "Executive package — confirm Alaris Equity Partners has board representation to remove shareholder exclusion" Without confirmation of Alaris board representation, the insurer maintains a "shareholder exclusion" — meaning conflicts between shareholders are not covered. Also noted: "Driver exclusion for Matthew Trendell until we get updated driver information" — driver Matthew Trendell temporarily excluded from auto coverage. One Safety Director for the Entire Company Berg works with asbestos in 60 buildings on an Army base, in an active Smithsonian museum, and in 35 Baltimore Housing Authority residential buildings. Director of Safety — Chris Brophy — the sole Safety Department employee. In his self-assessment filed March 4, 2025: > "Currently a one employee department. Based on our workload and current/future growth it would be smart to bring a junior EHS person in to begin training." Brophy recommends hiring a junior EHS specialist, bringing in an external firm for post-project feedback, introducing a formal bonus for field supervisors who meet safety standards, and offering employees a 401K instead of a SIMPLE IRA — since "most of our competitors already have these offerings that are similar in size." From Workers' Compensation insurance documents: insurers — IWIF and Zurich, Exp Mod in Maryland: 0.67 (below industry average). Estimated WC premium 2026: $87,714 . According to Berg data, injury rates are significantly below industry average — with a single safety professional. --- Part IX. Active Portfolio: What They Are Demolishing Now The WIP (Work in Progress) report for May 2026 records more than 60 active projects with a total contract value of $104,348,428 and remaining backlog of $32,829,209 . Gross profit on active projects — $8,811,600 (26.8%). Key active projects: | Project | Client / GC | Contract | % Complete | Remaining | |---------|-------------|----------|------------|-----------| | Aberdeen Proving Ground MATOC | Kemron Environmental | $9,254,261 | 100% | $640,000 unpaid | | Geico Headquarters | GEICO (direct) | $5,254,661 | 9.7% | $4,577,798 remaining | | Poe Homes | Baltimore City Housing Authority | $4,414,384 | 31.6% | $2,376,734 remaining | | St. Elizabeth's DHS | Strittmatter Companies | $4,848,436 | 100% | ($7,511) — overrun | | Joint Base Andrews — Ambulatory Care CTR | Strittmatter Companies | $4,016,200 | 99.9% | $750,350 unpaid | | DC Archives | Gilbane | $4,492,950 | 39.7% | $2,845,389 remaining | | Adventist Hospital Abatement Demo | Clark Construction Group | $3,425,776 | 34.3% | $1,593,356 remaining | | Suitland High School Replacement | Turner Construction | $3,053,723 | 66.1% | $1,035,055 remaining | | PSP Academy Core | Wohlsen Construction | $2,633,464 | 24.5% | $2,222,729 remaining | The newest large project — Geico Headquarters : 9.7% complete, $5.25M contract signed directly with GEICO. Open billing: $4,577,798 . Poe Homes (Baltimore City Housing Authority) — the second large-scale public housing demolition after the Perkins Homes project. $4.4M contract, barely started (31.6%). Aberdeen Proving Ground MATOC (22-046): military base, $9.25M, 100% complete — but $640,000 still unpaid by Kemron Environmental. Joint Base Andrews (25-046): $4M, 99.9% complete — $750,350 remains as an open claim against Strittmatter Companies. --- Part X. Related Parties: $11.6 Million Over 17 Months The Alaris monthly questionnaire includes a mandatory question: "Were any funds transferred from a subsidiary to (your entity)?" and "Did (your entity) make any distributions to LLC members?" Berg answers both — YES. Alongside this, the company maintains an internal register of transactions with four related parties — entities affiliated with the group's management. A document titled Berg Related Party Spreadsheet is submitted monthly to Alaris as part of the reporting package. | Related Party | Activity Type | Total (Jan 2025 – May 2026) | |---------------|---------------|----------------------------| | HAWKINS MSNG | Transport and disposal (truckloads) | $7,094,615 | | PROGRESS ENVIRO | Environmental services | $4,134,981 | | NEALE DUMPS | Disposal site | ~$390,000 (6,014 loads) | | CATON AVE | Rent or services | ~$131,200 ($10,000–10,300/month) | | Total | | ~$11,750,796 | HAWKINS MSNG — the largest recipient. Peak months: January 2026 — $1,091,550 (936 loads), February 2026 — $1,233,050 (1,238 loads), March 2026 — $1,212,350 (1,320 loads). Average cost per load: $917–996 . Under the MSA government contract, Berg is prohibited from signing EPA documents for hazardous material transport (Article 21). The function of signing EPA manifests and acting as a licensed transporter is performed by HAWKINS MSNG — this explains both its "related party" status and the scale of payments ($7M+ over 17 months). COO Brandon Bonanno in his review of Nick Huppman (Inventory and Operations Manager): "clay from Hawkins" — Berg sells excavated clay through HAWKINS MSNG alongside scrap metal through Caton Avenue. PROGRESS ENVIRO in its peak month (June 2025) received $691,658 . For the first five months of 2025 — $1,490,062 total. NEALE DUMPS — a site with capacity of 22,097 loads (remaining as of May 2026). 6,014 loads used from March 2025 through May 2026. CATON AVE — fixed payment of $10,300/month from February 2026. From internal performance review documents: Caton Avenue is a physical facility in Baltimore where Berg sells recycled materials (scrap metal, concrete, clay). The facility is managed by General Superintendent Adam Trendell . In President Walters' KPA, "Caton Avenue" appears as a separate line item of monthly revenue — meaning Berg simultaneously pays $10,300/month into it and receives revenue from material sales through the same facility. Collectively, four related parties received from Berg Demo ~$11.75M over 17 months — 5.4 times more than Alaris received over the same period. The nature of the affiliation of all four entities with Berg management is not disclosed in public documents. --- To Whom This Is Addressed Board of Education of Harford County and Great Midwest Insurance Company — litigation is ongoing under the Maryland Little Miller Act in the amount of $266,162.88. The school in Harford County has been built; the subcontractor has not been paid. The reason — general contractor Locust Lane Farms has not settled with Berg. EPA, OSHA, Army Corps of Engineers — Crushing Corporation works with asbestos on 60 federal buildings (Aberdeen Proving Ground), in an active Smithsonian museum, and in 35 Baltimore Housing Authority residential buildings. Each of these sites requires licensing and compliance with the National Emission Standards for Hazardous Air Pollutants (NESHAP). Alaris Equity Partners (Toronto, TSX: AD) — by May 2026, had received cumulative $3,235,630 in preferred distributions. As of TTM, FCCR had dropped to 1.72x (from 2.72x in FY2025) — still above the bank minimum of 1.25x, but the trend is downward. Alaris has three board representatives (Gregg Delcourt, Connor Lesperance, Dan Maceachen) and receives monthly reports on fund movements between affiliated entities. PNC Bank — Notes Payable grew from $1.95M to $3.99M over one year (+105%). The one-time $2.71M transfer from TBG Operating to Crushing LLC (May 27, 2026) requires compliance with Section 5.4 of the credit agreement. In April 2026, TBG transferred a total of $2.5M to Crushing over 5 days ($1M + $1.5M). The volume of inter-entity transfers for April–May 2026 alone exceeded $5.2M . Related Party Oversight Authorities — Berg Demo paid four related parties (HAWKINS MSNG, PROGRESS ENVIRO, NEALE DUMPS, CATON AVE) approximately $11.75M over 17 months. These payments are disclosed to Alaris via Exhibit L, but not publicly. At HAWKINS MSNG's peak months — 1,238–1,320 loads/month at $917–996/load — this represents large-scale transportation of hazardous materials from the company's sites. --- |
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