UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 1, 2019

 

GUE LIQUIDATION COMPANIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

3113 Woodcreek Drive
Downers Grove, Illinois 60515
(Address of Principal Executive Offices) (ZIP Code)

 

Telephone: (630) 719-7800
(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

 

Emerging Growth Company    o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      o

 

 

 

Item 7.01                                           Regulation FD Disclosure.

 

As previously disclosed, on June 3, 2019, GUE Liquidation Companies, Inc., fka FTD Companies, Inc. (the “Company”) and substantially all of its domestic subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions commencing cases under chapter 11 of title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (together, the “Chapter 11 Cases”) are being jointly administered under the caption, In re FTD Companies, Inc., Case No. 19-11240 (LSS) (Bankr. D. Del.). The Debtors maintain their remaining assets as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

 

On October 1, 2019, the Debtors filed with the Bankruptcy Court their monthly operating report for the period beginning August 1, 2019 and ending August 31, 2019 (the “August Monthly Operating Report”).  The August Monthly Operating Report is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The August Monthly Operating Report, other Bankruptcy Court filings and other information related to the Chapter 11 Cases are available on a separate website administered by the Company’s claims agent, Omni Management Group (“Omni”), at www.omnimgt.com/FTD, or by calling Omni representatives toll-free at 1-866-205-3144 or 1-818-906-8300 for calls originating outside of the U.S.  Documents and other information available on such website are not part of this Form 8-K and shall not be deemed incorporated by reference in this Form 8-K.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.  The filing of this Item 7.01 of this report shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

 

Cautionary Statement Regarding the Monthly Operating Report

 

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the August Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The August Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The August Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the August Monthly Operating Report is complete. The August Monthly Operating Report also contains information for a period which is shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the August Monthly Operating Report should not be viewed as indicative of future results.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K and/or the August Monthly Operating Report contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s future financial condition and future business plans and expectations, including statements related to the effect of, and our expectations with respect to, the operation of our business, adequacy of financial resources and commitments, and the operating expectations during the pendency of the Chapter 11 Cases and impacts to its business related thereto. Potential factors that could affect such forward-looking statements include,

 

2

 

among others, risks and uncertainties relating to the Chapter 11 Cases, including, but not limited to, the Company’s ability to obtain Bankruptcy Court approval of motions filed in the Chapter 11 Cases and consummate the plan of liquidation, the effects of the Chapter 11 Cases on the Company and on the interests of various creditors, equity holders and constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases which may interfere with the Company’s ability to consummate the plan of liquidation; the consequences of the acceleration of our debt obligations; the risks related to the Company’s delisting from Nasdaq and trading on the OTC Pink Market and the other factors disclosed in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”), as updated from time to time in our subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, we undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit		Description
99.1		August Monthly Operating Report for the period ended August 31, 2019, filed with the United States Bankruptcy Court for the District of Delaware

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	GUE LIQUIDATION COMPANIES, INC.
Dated: October 1, 2019	By:	/s/ Steven D. Barnhart
		Name:	Steven D. Barnhart
		Title:	Chief Financial Officer

 

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Exhibit 99.1

 

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

In re: GUE Liquidation Companies, Inc., et al.	Case No. (Jointly Administered)	19-11240 (LSS)
	Reporting Period:	August 1 - 31, 2019
	Federal Tax I.D. #	32-0255852

 

CORPORATE MONTHLY OPERATING REPORT

 

File with the Court and submit a copy to the United States Trustee within 30 days after the end of the month and submit a copy of the report to any official committee appointed in the case.

 

REQUIRED DOCUMENTS		Form No.		Document Attached		Explanation Attached
Schedule of Cash Receipts and Disbursements		MOR-1		x
Bank Reconciliation (or copies of debtor’s bank reconciliations)		MOR-1a				Attestation
Debtor Bank Account Listing				x
Schedule of Retained Professional Fees Paid		MOR-1b		x
Copies of bank statements						MOR Notes
Cash disbursements journals						MOR Notes
Statement of Operations (Income Statement)		MOR-2		x
Balance Sheet		MOR-3		x
Status of Post-petition Taxes		MOR-4				Attestation
Copies of IRS Form 6123 or payment receipt (See Notes to the MOR)						x
Copies of tax returns filed during reporting period (See Notes to the MOR)						x
Summary of Unpaid Post-petition Debts		MOR-4a		x
Listing of Aged Accounts Payable		MOR-4a		x
Accounts Receivable Reconciliation and Aging		MOR-5		x
Debtor Questionnaire		MOR-6		x

 

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

 

/s/ Alan D. Holtz		September 30, 2019
Signature of Authorized Individual*		Date
Alan D. Holtz
Printed Name of Authorized Individual
Chief Restructuring Officer
Title

 

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

 

1

 

In re: GUE Liquidation Companies, Inc., et al.	Case No. (Jointly Administered)	19-11240 (LSS)
	Reporting Period:	August 1 - 31, 2019
	Federal Tax I.D. #	32-0255852

 

Notes to the Monthly Operating Report

 

This Monthly Operating Report (“MOR”) is unaudited and has been prepared solely for the purpose of complying with the obligations of the above-captioned debtors and debtors in possession (the “Debtors”) to provide monthly operating reports during these Chapter 11 Cases.  The Debtors have prepared this monthly operating report using the best information presently available to them, which has been collected, maintained, and prepared in accordance with their historical accounting practices.  This monthly operating report is, thus, true and accurate to the best of the Debtors’ knowledge, information, and belief based on currently available data.

 

GENERAL:

 

General Methodology:  The Debtors prepared this MOR relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors’ books and records may not be included in this MOR.  Nevertheless, in preparing this MOR, the Debtors made best efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been included therein.

 

Reservation of Rights:  Given the complexity of the Debtors’ businesses, inadvertent errors, omissions or over-inclusions may have occurred.  Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or nature of any claim amount, representation, or other statement in this MOR and reserve the right to amend or supplement this MOR, if necessary.

 

Reporting Period:  In order to maintain consistency with other external reports, the Debtors have included certain financial information (e.g.., Balance Sheets and Income Statements) in accordance with their normal fiscal calendar.  FTD’s August 2019 accounting period covers the period from August 1 through August 31, 2019.  However, cash receipts and disbursements are reported herein in accordance with the weekly reports required under the “Final Order Pursuant to Sections 105, 361, 362, 363, 364, and 507 of the Bankruptcy Code, Bankruptcy Rule 4001, and Local Rule 4001-2, (I) Authorizing Debtors to (A) Obtain Postpetition Financing and (B) Use Cash Collateral, (II) Granting Adequate Protection to Prepetition Secured Parties, (III) Scheduling Final Hearing, and (IV) Granting Related Relief” [Dkt No. 311]  and correspond to the weekly periods from August 3, 2019 to August 23, 2019 per those reports.  Subsequent to the Nexus closing on August 23, 2019, the Debtors have substantially ceased all commercial operations and have utilized daily cash monitoring analysis to track all cash activities for the period from August 24, 2019 through August 31, 2019

 

Scope:  This report includes details for the following Debtor entities.

 

Debtor			Case Number		Debtor			Case Number
(1)	GUE Liquidation Companies, Inc. (FKA FTD Companies, Inc.)		19-11240 (LSS)		(1)	GUE Liquidation Giftco, LLC		19-11248 (LSS)
(1)	GUE Liquidation, Inc.		19-11241 (LSS)		(2)	FSC Phoenix LLC		19-11249 (LSS)
(2)	Bloom That, Inc.		19-11242 (LSS)		(2)	Provide Cards, Inc.		19-11250 (LSS)
(1)	GUE Liquidation.CA, Inc.		19-11243 (LSS)		(1)	GUE Liquidation Group, Inc.		19-11251 (LSS)
(1)	GUE Liquidation Delivery, Inc.		19-11244 (LSS)		(1)	GUE Liquidation Commerce LLC		19-11252 (LSS)
(1)	GUE Liquidation.COM, Inc.		19-11245 (LSS)		(1)	GUE Liquidation Mobile, Inc.		19-11253 (LSS)
(2)	FlowerFarm, Inc.		19-11246 (LSS)		(1)	GUE Liquidation Creations, Inc.		19-11254 (LSS)
(2)	FSC Denver LLC		19-11247 (LSS)

 

(1) Enities listed in accordance with legal names per the Debtors “Order Approving Case Caption Change” [dkt no. 637] entered on 9/13/2019.

 

(2) Legal entities to be dissolved following the closing of the sale of certain of the Debtors’ assets to Gateway Mercury Holdings, LLC.

 

2

 

MOR-1

In re: GUE Liquidation Companies, Inc., et al.

Case No. (Jointly Administered)

19-11240 (LSS)

Reporting Period:

August 1 - 31, 2019

Federal Tax I.D. #

32-0255852

Cash Receipts and Disbursements in USD 000’s

 

	TB:				FTD			BLTH
		Financing			Operating			Operating
		GUE Liquidation  Companies, Inc.			GUE Liquidation, Inc.			Bloom That, Inc.			GUE Liquidation.CA, Inc.			GUE Liquidation Delivery, Inc.			GUE Liquidation.COM, Inc.			FlowerFarm, Inc.			FSC Denver LLC
		19-11240 (LSS)			19-11241 (LSS)			19-11242 (LSS)			19-11243 (LSS)			19-11244 (LSS)			19-11245 (LSS)			19-11246 (LSS)			19-11247 (LSS)
Operating Receipts
Product and Service Revenues		$	—		$	13,268		$	—					$	—		$	—		$	—		$	—
Member - Credit Card Passthrough		—			21,841			—			—			—			—			—			—
Total Operating Receipts		$	—		$	35,109		$	—		$	—		$	—		$	—		$	—		$	—
Entity Specific Operating Disbursements
Member Disbursements		$	—		$	(7,241	)	$	—		$	—		$	—		$	—		$	—		$	—
Member - Credit Card Passthrough		—			(21,841		)	—			—			—			—			—			—
Payroll/Benefits		—			(4,575		)	—			(7		)	—			—			—			—
Freight		—			(562		)	—			(5		)	—			—			—			—
Professional Services		—			(255		)	—			—			—			—			—			—
Marketing		—			(854		)	—			—			—			—			—			—
Inventory		—			(835		)	—			—			—			—			—			—
Technology		—			(262		)	—			—			—			—			—			—
Taxes		—			(754		)	—			(2		)	—			—			—			—
Warehousing, Rent, & Utilities		—			(61		)	—			(1		)	—			—			—			—
Professional Fees - Recurring		—			(124		)	—			—			—			—			—			—
Other		—			(2,101		)	—			(6		)	—			—			—			—
Total Entity Specific Operating Disbursements		$	—		$	(39,466	)	$	—		$	(20	)	$	—		$	—		$	—		$	—
Net Operating Cash Flow		$	—		$	(4,357	)	$	—		$	(20	)	$	—		$	—		$	—		$	—
Asset Sales Proceeds		$	20,500		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Entity Specific Restructuring Disbursements
First Day Motion and Admin Claims		$	—		$	(135	)	$	—		$	—		$	—		$	—		$	—		$	—
KEIP/KERP		—			(452		)	—			—			—			—			—			—
Severance / Retention		—			(87		)	—			—			—			—			—			—
Restructuring Escrow Account Funding		—			(3,954		)	—			—			—			—			—			—
Disbursements and Transfers under TSA Agreements		—			—			—			—			—			—			—			—
Total Entity Specific Restructuring Disbursements		$	—		$	(4,628	)	$	—		$	—		$	—		$	—		$	—		$	—
Total All Entity Specific Disbursements		$	—		$	(44,094	)	$	—		$	(20	)	$	—		$	—		$	—		$	—
Shared Restructuring Disbursements
Professional Fees - Restructuring		$	—		$	(1,566	)	$	—		$	—		$	—		$	—		$	—		$	—
DIP Interest and Fees		—			—			—			—			—			—			—			—
Prepetition Debt Repayment		—			—			—			—			—			—			—			—
DIP Repayments		(15,152		)	—			—			—			—			—			—			—
Total Shared Restructuring Disbursements		$	(15,152	)	$	(1,566	)	$	—		$	—		$	—		$	—		$	—		$	—
Allocation of GUE Liquidation, Inc. Shared Items		15,152			(8,963		)	—			(4		)	—			—			—			—
Allocation of GUE Liquidation, Inc. Shared Items		—			640			—			(0		)	—			—			—			—
Allocation of GUE Liquidation Commerce LLC Shared Items		—			(40,865		)	—			(19		)	—			—			—			—
Allocated Shared Restructuring Disbursements		$	—		$	(50,755	)	$	—		$	(23	)	$	—		$	—		$	—		$	—
Total Disbursements		$	—		$	(94,849	)	$	—		$	(43	)	$	—		$	—		$	—		$	—
Net Cash Flow		$	20,500		$	(59,740	)	$	—		$	(43	)	$	—		$	—		$	—		$	—

 

		(1) Intercompany transfers between and among Debtors are excluded.
		(2) Shared financing and restructuring related distributions that benefit all of the Debtor entities in these cases are allocated on the basis of each entity’s specifically identified disbursements, as a percentage of total entity-specific disbursements.

 

3

 

	MOR-1
In re: GUE Liquidation Companies, Inc., et al.	Case No. (Jointly Administered)		19-11240 (LSS)
	Reporting Period:		August 1 - 31, 2019
	Federal Tax I.D. #		32-0255852

 

Cash Receipts and Disbursements in USD 000’s

 

	TB:	GIFT						CARDS						COMM			SINC			PCRE
		Operating						Operating						Operating			Operating			Operating
		GUE Liquidation Giftco, LLC			FSC Phoenix LLC			Provide Cards, Inc.			GUE Liquidation Group, Inc.			GUE Liquidation Commerce LLC			GUE Liquidation Mobile, Inc.			GUE Liquidation Creations, Inc.			TOTAL
		19-11248 (LSS)			19-11249 (LSS)			19-11250 (LSS)			19-11251 (LSS)			19-11252 (LSS)			19-11253 (LSS)			19-11254 (LSS)			August 1 - 31, 2019
Operating Receipts
Product and Service Revenues		$	271		$	—		$	—		$	—		$	4,301		$	—		$	3,162		$	21,001
Member - Credit Card Passthrough		—			—			—			—			—			—			—			21,841
Total Operating Receipts		$	271		$	—		$	—		$	—		$	4,301		$	—		$	3,162		$	42,842
Entity Specific Operating Disbursements
Member Disbursements		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	(7,241	)
Member - Credit Card Passthrough		—			—			—			—			—			—			—			(21,841		)
Payroll/Benefits		—			—			—			—			(6,118		)	—			—			(10,700		)
Freight		—			—			—			—			(1,205		)	—			(3		)	(1,775		)
Professional Services		—			—			—			—			(181		)	—			—			(436		)
Marketing		—			—			—			—			(1,169		)	—			—			(2,023		)
Inventory		—			—			—			—			(516		)	—			—			(1,351		)
Technology		—			—			—			—			—			—			—			(262		)
Taxes		—			—			—			—			(1,292		)	—			—			(2,048		)
Warehousing, Rent, & Utilities		—			—			—			—			(105		)	—			—			(167		)
Professional Fees - Recurring		—			—			—			—			(56		)	—			—			(180		)
Other		(0		)	—			—			—			(3,623		)	—			—			(5,730		)
Total Entity Specific Operating Disbursements		$	(0	)	$	—		$	—		$	—		$	(14,264	)	$	—		$	(3	)	$	(53,754	)
Net Operating Cash Flow		$	271		$	—		$	—		$	—		$	(9,963	)	$	—		$	3,158		$	(10,911	)
Asset Sales Proceeds		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	20,500
Entity Specific Restructuring Disbursements
First Day Motion and Admin Claims		$	—		$	—		$	—		$	—		$	(144	)	$	—		$	—		$	(279	)
KEIP/KERP		—			—			—			—			(2,279		)	—			—			(2,732		)
Severance / Retention		—			—			—			—			(386		)	—			—			(473		)
Restructuring Escrow Account Funding		—			—			—			—			(11,375		)	—			—			(15,329		)
Disbursements and Transfers under TSA Agreements		(221		)	—			—			—			(1,749		)	—			—			(1,970		)
Total Entity Specific Restructuring Disbursements		$	(221	)	$	—		$	—		$	—		$	(15,932	)	$	—		$	—		$	(20,782	)
Total All Entity Specific Disbursements		$	(221	)	$	—		$	—		$	—		$	(30,197	)	$	—		$	(3	)	$	(74,536	)
Shared Restructuring Disbursements
Professional Fees - Restructuring		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	(1,566	)
DIP Interest and Fees		—			—			—			—			—			—			—			—
Prepetition Debt Repayment		—			—			—			—			(23,010		)	—			—			(23,010		)
DIP Repayments		—			—			—			—			(46,067		)	—			—			(61,219		)
Total Shared Restructuring Disbursements		$	—		$	—		$	—		$	—		$	(69,077	)	$	—		$	—		$	(85,795	)
Allocation of GUE Liquidation, Inc. Shared Items		(45		)	—			—			—			(6,138		)	—			(1		)	0
Allocation of GUE Liquidation, Inc. Shared Items		(5		)	—			—			—			(634		)	—			(0		)	0
Allocation of GUE Liquidation Commerce LLC Shared Items		(205		)	—			—			—			41,092			—			(3		)	0
Allocated Shared Restructuring Disbursements		$	(255	)	$	—		$	—		$	—		$	(34,758	)	$	—		$	(4	)	$	(85,795	)
Total Disbursements		$	(476	)	$	—		$	—		$	—		$	(64,954	)	$	—		$	(7	)	$	(160,330	)
Net Cash Flow		$	(205	)	$	—		$	—		$	—		$	(60,653	)	$	—		$	3,154		$	(96,988	)

 

(1) Intercompany transfers between and among Debtors are excluded. (2) Shared financing and restructuring related distributions that benefit all of the Debtor entities in these cases are allocated on the basis of each entity’s specifically identified disbursements, as a percentage of total entity-specific disbursements.

 

4