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 November 21, 2019, the Debtors filed with the Bankruptcy Court their monthly
operating report for the period beginning October 1, 2019 and ending October 31,
2019 (the "October Monthly Operating Report"). The October Monthly Operating
Report is attached hereto as Exhibit 99.1, and is incorporated herein by
reference. The October 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 October 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 October 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 October 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 October Monthly Operating Report is complete. The
October 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 October 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 October 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 October Monthly Operating Report for the period ended October 31,
2019, filed with the United States Bankruptcy Court for the District
of Delaware
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses