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UNITED STATES BANKRUPTCY COURT District of Delaware
) In re ) Chapter 11 ) FTD Companies, Inc., et al., ) Case No 19-11240 Debtors. ) (Jointly Administered) )
SCHEDULES OF ASSETS AND LIABILITIES FOR
Provide Creations, Inc.
Case No: 19-11254 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 2 of 94
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) In re: ) Chapter 11 ) FTD COMPANIES, INC., et al.,1 ) Case No. 19-11240 (LSS) ) Debtors. ) (Jointly Administered) )
GLOBAL NOTES AND STATEMENT OF METHODOLOGY, LIMITATIONS, AND DISCLAIMERS REGARDING THE DEBTORS' SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS
FTD Companies, Inc. and certain of its affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (the "Debtors"), have each filed their respective Schedules of Assets and Liabilities (the "Schedules") and Statements of Financial Affairs (the "Statements") with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Debtors, with the assistance of their legal and financial advisors, prepared the Schedules and Statements in accordance with section 521 of title 11 of the United States Code (the "Bankruptcy Code") and Rule 1007 of the Federal Rules of Bankruptcy Procedure. These Schedules and Statements are unaudited.
These Global Notes and Statement of Methodology, Limitations, and Disclaimers Regarding the Debtors' Schedules of Assets and Liabilities and Statements of Financial Affairs (the "Global Notes") pertain to, are incorporated by reference in, and comprise an integral part of all and each of the Debtors' respective Schedules and Statements. The Global Notes should be referred to, considered, and reviewed in connection with any review of the Schedules and Statements.
Alan D. Holtz has signed each of the Schedules and Statements. Mr. Holtz serves as the Debtors' Chief Restructuring Officer and is an authorized signatory for each of the Debtors. In reviewing and signing the Schedules and Statements, Mr. Holtz has necessarily relied upon the efforts, statements, advice, and representations of personnel of the Debtors and the Debtors' legal and financial advisors. Given the scale of the Debtors' businesses covered by the Schedules and Statements, Mr. Holtz has not (and could not have) personally verified the accuracy of each statement and representation contained in the Schedules and Statements, including, but not limited
1 The Debtors are the following 15 entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): FTD Companies, Inc. (5852); Bloom That, Inc. (9936); Florists'' Transworld Delivery, Inc. (6960); FlowerFarm, Inc. (2852); FSC Denver LLC (7104); FSC Phoenix LLC (7970); FTD, Inc. (1271); FTD.CA, Inc. (7556); FTD.COM Inc. (4509); FTD Group, Inc. (9190); FTD Mobile, Inc. (7423); Giftco, LLC (5832); Provide Cards, Inc. (3462); Provide Commerce LLC (0019); and Provide Creations, Inc. (8964). The Debtors'' noticing address in these chapter 11 cases is 3113 Woodcreek Drive, Downers Grove, IL 60515.
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to, statements and representations concerning amounts owed to creditors, classification of such amounts, and individual creditor address information.
In preparing the Schedules and Statements, the Debtors relied upon information derived from their books and records that was available at the time of such preparation. Although the Debtors have made reasonable efforts to ensure the accuracy and completeness of their books and records and the Schedules and Statements, inadvertent errors or omissions may exist. The discovery of conflicting, revised, or subsequent information may result in material changes to the Schedules and Statements. Accordingly, the Debtors and their directors, officers, agents, attorneys, financial advisors, and restructuring advisors do not guarantee or warrant the accuracy or completeness of the data that is provided in the Schedules and Statements and shall not be liable for any loss or injury arising out of, or caused in whole or in part by, the acts, errors, or omissions, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the information contained in the Schedules and Statements.
For the avoidance of doubt, the Debtors and their agents, attorneys, financial advisors, and restructuring advisors hereby reserve all of their rights to amend, supplement, or otherwise modify the Schedules and Statements as may be necessary or appropriate, but expressly do not undertake any obligation to update, supplement, modify, revise, or re-categorize the information provided in the Schedules and Statements or to notify any third party should the information be updated, supplemented, modified, revised, or re-categorized, except as required by applicable law or an order of the Bankruptcy Court.
In no event shall the Debtors or their directors, officers, agents, attorneys, financial advisors, and restructuring advisors be liable to any third party for any direct, indirect, incidental, consequential, or special damages (including, but not limited to, damages arising from the disallowance of a potential claim against the Debtors or damages to business reputation, lost business, or lost profits), whether foreseeable or not and however caused, even if the Debtors or their directors, officers, agents, attorneys, financial advisors, and restructuring advisors are advised of the possibility of such damages.
Each Debtor's respective Schedules and Statements may contain specific notes that supplement these Global Notes. The fact that the Debtors have prepared Global Notes or specific notes with respect to an individual Debtor's Schedules and Statements and not those of another should not be interpreted as a decision by the Debtors to exclude the applicability of such Global Notes or specific notes to any of the Debtors' other Schedules and Statements, as appropriate.
Disclosure of information in one or more Schedules, one or more Statements, or one or more exhibits or attachments to the Schedules and Statements, even if incorrectly placed, shall be deemed to be disclosed in the correct Schedules, Statements, exhibits, or attachments.
Global Notes and Overview of Methodology
1. Description of Cases. On June 3, 2019 (the "Petition Date"), each of the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant
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to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors' chapter 11 cases have been consolidated for procedural purposes only and are being administered jointly. Notwithstanding the joint administration of the Debtors' cases for procedural purposes, each Debtor has filed its own Schedules and Statements.
2. Reservations and Limitations. Reasonable efforts have been made to prepare and file complete and accurate Schedules and Statements. However, as noted above, inadvertent errors or omissions may exist in the Debtors’ books and records and/or in the Schedules and Statements. The Debtors reserve all rights to amend, supplement, or otherwise modify the Schedules and Statements from time to time, in all respects, as may be necessary or appropriate but do not undertake any obligation to do so, except as required by applicable law. Nothing contained in the Schedules and Statements constitutes a waiver of any of the Debtors' rights or an admission of any kind with respect to these chapter 11 cases, including, but not limited to, any claims against the Debtors, any defenses the Debtors may have, any rights or claims of the Debtors against any third party, or any issues involving substantive consolidation, equitable or structural subordination, or defenses or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable bankruptcy or non-bankruptcy laws related to the recovery of assets or the avoidance of transfers. Any specific reservation of rights contained elsewhere in these Global Notes does not limit in any respect the general reservation of rights contained in this paragraph.
(a) No Admission. Nothing contained in the Schedules and Statements or the Global Notes is intended to be or should be construed as an admission or stipulation of the validity of any claim against the Debtors or any assertion made, or a waiver of the Debtors' rights to dispute any such claim or assert any cause of action or defense against any party.
(b) "As of" Information Date. Asset values presented herein, except as expressly noted otherwise, represent the asset information of the Debtors' at net book value as of May 31, 2019, the end of the fiscal calendar month preceding the filing of these cases. The Debtors believe and assert that there are no meaningful or material changes to these book values between the date of the final fiscal month and the Petition Date. Further, any amounts ultimately realized from Debtor assets may vary from net book value (or whatever value was ascribed), and such variances may be material. Accordingly, the Debtors reserve all their rights to amend or adjust the value of any asset set forth herein. Liability information presented herein, except as expressly noted otherwise, is as of June 3, 2019, less any payments made on account of such liabilities under authority of the Court in these cases, through July 8, 2019. Furthermore, certain asset and liability amounts identified as "unknown," "undetermined," "disputed," "contingent," and/or "unliquidated" are included herein as $0 values and, thus, ultimate total assets and liabilities may differ materially from the amounts stated in the Schedules and Statements and any respective total or subtotal amounts.
(c) Recharacterization and Classifications. Notwithstanding that the Debtors have made reasonable efforts to correctly characterize, classify, categorize, and
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designate certain claims, assets, executory contracts, unexpired leases, and other items reported in the Schedules and Statements, the Debtors nonetheless may have improperly characterized, classified, categorized, or designated certain items. The Debtors thus reserve all rights to recharacterize, reclassify, recategorize, alter the description of, re-designate, add, or delete items reported in the Schedules and Statements as is necessary and appropriate.
For the avoidance of doubt, listing (i) a claim on Schedule D as "secured," (ii) a claim on Schedule E/F as "priority" or "unsecured," or (iii) a contract or lease on Schedule G as "executory" or "unexpired" does not constitute an admission by the Debtors with respect to any legal rights associated with such claim, contract, or lease or a waiver of the Debtors' rights to recharacterize or reclassify such claim, contract, or lease.
(d) Claims Description. Any failure to designate a claim or amount on a given Debtor's Schedules and Statements as "disputed," "contingent," or "unliquidated" does not constitute an admission by such Debtor that such claim or amount is not "disputed," "contingent," or "unliquidated." The Debtors reserve all rights to dispute, or assert offsets or defenses to, any claim reflected on their respective Schedules and Statements on any grounds, including, without limitation, any defenses relating to amount, liability, priority, status, or classification, or to otherwise subsequently designate any claim as "disputed," "contingent," or "unliquidated" or object to the extent, validity, enforceability, priority, or avoidability of any claim. Moreover, listing a claim does not constitute an admission of liability by the Debtor against which the claim is listed or by any of the Debtors. The Debtors reserve all rights to amend their Schedules and Statements as necessary and appropriate, including, but not limited to, with respect to claim descriptions and designations.
(e) Entity Classification Issues. The Debtors have endeavored in good faith to identify the assets owned by each Debtor and the liabilities owed by each Debtor. Although the Schedules and Statements reflect the results of this effort, several factors may have limited the ability of the Debtors to precisely assign assets and liabilities to particular Debtor entities, including, without limitation that: (i) certain assets may be used primarily by a Debtor other than the entity which holds title to such assets according to the Debtors' books and records; (ii) the Debtor entity that owns or holds title to certain assets may not be ascertainable given the consolidated manner in which the Debtors have operated their businesses; (iii) certain liabilities may have been nominally incurred by one Debtor, yet such liabilities may have actually been incurred by, or the invoices related to such liabilities may have been issued to or in the name of, another Debtor; and (iv) certain creditors of the Debtors may have treated one or more of the Debtors as a consolidated entity rather than as differentiated entities.
(f) Estimates and Assumptions. The preparation of the Schedules and Statements required the Debtors to make certain estimates and assumptions with respect to the
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reported amounts, including, but not limited to, amounts of assets and liabilities, the amount of contingent assets and contingent liabilities on the date of filing the Schedules and Statements, and the reported amounts of revenues and expenses during the applicable reporting periods. Actual results could differ materially from such estimates. The Debtors reserve all rights to amend the Schedules and Statements to reflect changes in those estimates or assumptions.
(g) Causes of Action. Despite reasonable efforts, the Debtors may not have identified and/or set forth all of their causes of action and similar items (collectively, "Causes of Action") (filed or potential) against third parties as assets in their Schedules and Statements, including, without limitation, avoidance actions arising under chapter 5 of the Bankruptcy Code and actions under other relevant bankruptcy and non- bankruptcy laws related to the recovery of assets or avoidance of transfers. The Debtors reserve the right to amend their Schedules and Statements to add, delete, or otherwise modify any information relating to their Causes of Action.
The Debtors further reserve all of their rights with respect to all of their Causes of Action, including, without limitation, all rights relating to any: (i) controversy; (ii) right of setoff or recoupment; (iii) cross claim; (iv) counterclaim; (v) claim arising from a lease or contract; (vi) claim for the breach of any duty imposed by law or in equity; and (vii) demand, right, action, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, power, privilege, license, and franchise of any kind or character whatsoever. The Debtors' reservation of rights with respect to Causes of Action remains applicable, regardless of whether such Causes of Action are known, unknown, fixed or contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertible directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other applicable theory of law. Neither the Global Notes nor the Schedules and Statements constitute a waiver of any claim or Cause of Action or, in any way, prejudice or impair the assertion of any claim or Cause of Action.
(h) Intellectual Property Rights. Exclusion from the Schedules and Statements of any intellectual property should not be construed as an admission that such intellectual property rights have been abandoned, terminated, or otherwise expired by their terms, or assigned or otherwise transferred pursuant to a sale, acquisition, or other transaction. Conversely, inclusion of certain intellectual property should not be construed as an admission that such intellectual property rights have not been abandoned, terminated, or otherwise expired by their terms, or assigned or otherwise transferred pursuant to a sale, acquisition, or other transaction.
(i) Executory Contracts and Unexpired Leases. Although the Debtors have made reasonable efforts to identify the correct legal entities that are party to each of the Debtors' executory contracts and unexpired leases, in certain instances, the Debtors may have incorrectly identified parties to their executory contracts and unexpired leases. The Debtors reserve all of their rights with respect to the named parties
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associated with their executory contracts and unexpired leases, including, without limitation, the right to amend Schedule G.
(j) Insiders. In the circumstance where the Schedules and Statements require information regarding "insiders," the Debtors have included information with respect to the individuals who the Debtors believe may be included in the definition of "insider" set forth in section 101(31) of the Bankruptcy Code during the relevant time periods. Such individuals may no longer serve in such capacities.
The individuals identified as "insiders" have been included for informational purposes only. The Debtors do not take any position and reserve all rights with respect to: (i) such person's influence over and/or ability to control the Debtors; (ii) the management responsibilities or functions of such individual; (iii) the decision making or corporate authority of such individual; or (iv) whether such individual could successfully argue that he or she is not an "insider" under applicable law, including, without limitation, the federal securities laws or with respect to any theories of liability or for any other purpose. Further, the inclusion or exclusion of a party as an "insider" is not an acknowledgment or concession that such party is or is not an "insider" under applicable bankruptcy law.
3. Methodology. (a) Basis of Presentation. The Schedules and Statements do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States ("GAAP") nor are they intended to be fully reconciled to the financial statements of each Debtor. The Schedules and Statements contain unaudited information that is subject to further review and potential adjustment. The Schedules and Statements reflect the Debtors' reasonable efforts to report the assets and liabilities of each Debtor on an unconsolidated basis.
Debtor FTD Companies, Inc. ("FTD") is a publicly held corporation. For financial reporting purposes, FTD prepares and files with the United States Securities and Exchange Commission (the "SEC") consolidated quarterly and annual financial statements, including with respect to the Debtors and the Debtors' non-Debtor affiliates. The quarterly financial statements are unaudited, and the annual financial statements are audited. Unlike with respect to such consolidated financial statements, the Schedules and Statements reflect the assets and liabilities of each separate Debtor, except as otherwise indicated herein. Not all of the direct and indirect subsidiaries of FTD are Debtors in these chapter 11 cases, and the assets and liabilities of such non-Debtor affiliates are not reflected in these Schedules and Statements. As a result, combining the assets and liabilities set forth in the Schedules and Statements of the Debtors would yield amounts that may differ from the consolidated financial reports prepared by FTD for public reporting purposes or otherwise.
(b) Confidential Information. There may be instances in the Schedules and Statements where the Debtors deemed it necessary and appropriate to withhold
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from the public record information such as names, addresses, or amounts. Typically, the Debtors have used this approach because of an agreement between the Debtors and a third party, local restrictions on disclosure, concerns of confidentiality and protection of sensitive commercial information, or concerns for the privacy of an individual.
Contemporaneously with the filing of these Schedules and Statements, the Debtors have provided the Office of the United States Trustee and the Official Committee of Unsecured Creditors appointed in these chapter 11 cases with unredacted copies of the Schedules and Statements.
(c) Duplication. Certain of the Debtors' assets, liabilities, and prepetition payments may properly be disclosed in response to multiple parts of the Statements and Schedules. To the extent these disclosures would be duplicative, the Debtors have determined to only list such assets, liabilities, and prepetition payments once.
(d) Net Book Value. In certain instances, current market valuations for individual items of property and other assets are neither maintained by, nor readily available to, the Debtors. Accordingly, unless otherwise indicated, the Debtors' Schedules and Statements should be assumed to reflect approximate net book values as of May 31, 2019. Market values may vary—at times materially—from net book values. The Debtors believe that it would be an inefficient use of estate assets for the Debtors to obtain the current market values of their property and other assets. Accordingly, the Debtors have indicated in the Schedules and Statements that the values of certain assets and liabilities are undetermined. Also, assets that have been fully depreciated or that were expensed for accounting purposes are listed in these Schedules and Statements with a zero-dollar value, as such assets have no net book value. Furthermore, certain of the Debtors have assets related to their ultimate equity interests in certain non-Debtor foreign affiliates, the market value of which may differ significantly from the reported book value. The Schedules and Statements of such Debtors reflect only the undetermined value of the Debtors' ownership of their direct subsidiaries. The omission of an asset from the Schedules and Statements does not constitute a representation regarding the ownership of such asset, and any such omission does not constitute a waiver of any rights of the Debtors with respect to such asset. Nothing in the Schedules and Statements shall be, or shall be deemed to be, an admission that any Debtor was solvent or insolvent as of the Petition Date or at any other time.
(e) Property and Equipment. Unless otherwise indicated, owned property and equipment are reflected at net book value. Certain of the Debtors’ furniture, fixtures, and equipment may be leased. To the extent possible, any underlying leases are included in the Schedules and Statements. Nothing in the Schedules and Statements is, or should be construed as, an admission as to the determination of the legal status of any lease (including whether any lease is a true lease or a financing arrangement), and the Debtors reserve all rights with respect thereto.
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(f) Allocation of Liabilities. The Debtors allocated liabilities between the prepetition and postpetition periods based on the information and research conducted in connection with the preparation of the Schedules and Statements. As additional information becomes available and further research is conducted, the allocation of liabilities between the prepetition and postpetition periods may change. Accordingly, the Debtors reserve all rights to amend, supplement, or otherwise modify the Schedules and Statements as is necessary or appropriate.
The liabilities listed on the Schedules do not reflect any analysis of claims that may arise under section 503(b)(9) of the Bankruptcy Code. Accordingly, the Debtors reserve all of their rights to dispute or challenge (i) the validity of any claims asserted under section 503(b)(9) of the Bankruptcy Code or (ii) the characterization of the structure of any such transaction or any document or instrument related to any creditor's claim.
(g) Undetermined Amounts. The description of an amount as "undetermined," "unknown," or "unliquidated" is not intended to reflect upon the materiality of such amount.
(h) Unliquidated Amounts. Amounts that could not be determined by the Debtors are scheduled as "unliquidated."
(i) Totals. All totals that are included in the Schedules and Statements represent totals of all known amounts. To the extent such totals include unknown or undetermined amounts, the actual total may be different than the listed total.
(j) Paid Claims. The Bankruptcy Court has authorized (but not directed) the Debtors to pay, in their discretion, certain outstanding prepetition claims on a postpetition basis. As discussed above, prepetition liabilities that the Debtors have paid postpetition or those which the Debtors plan to pay via this authorization may not be listed in the Schedules and Statements. Nothing contained herein should be deemed to alter the rights of any party in interest to contest a payment made pursuant to an order of the Bankruptcy Court where such order preserves the right to contest. To the extent the Debtors pay any of the claims listed in the Schedules and Statements pursuant to any orders entered by the Bankruptcy Court, the Debtors reserve all of their rights to amend, supplement, or otherwise modify the Schedules and Statements or take such other action as is necessary or appropriate to avoid overpayment of, or duplicate payments for, any such liabilities.
(k) Credits and Adjustments. The claims of individual creditors for, among other things, goods, products, services, or taxes are listed as the amounts entered on the Debtors' books and records and may either (i) not reflect credits, allowances, or other adjustments due from such creditors to the Debtors or (ii) be net of accrued credits, allowances, or other adjustments that are owed by a creditor to the Debtors. The Debtors reserve all their rights with regard to such credits, allowances, or other adjustments, including, but not limited to, the right to amend, supplement, or otherwise modify the Schedules, assert claims objections and/or setoffs with
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respect to such credits, allowances, or other adjustments, or apply such credits, allowances, or other adjustments in the ordinary course of business on a postpetition basis.
(l) Intercompany Claims. Receivables and payables among and between a Debtor and (i) other Debtors or (ii) its non-Debtor affiliates are reported on Statement 4, Schedule A/B, and Schedule E/F, respectively, per the Debtors' books and records. The listing of any amounts with respect to such receivables and payables is not, and should not be construed as, an admission of the characterization of such balances as debt, equity, or otherwise or an admission as to the validity of such receivables and payables. For the avoidance of doubt, the Debtors reserve all rights, claims, and defenses in connection with any and all intercompany receivables and payables, including, but not limited to, with respect to the characterization of intercompany claims, loans, and notes. Without limiting the generality of the foregoing, certain intercompany receivables and payables among and between the Debtors have been consolidated and netted in the Debtors' books and records. Such treatment is not, and should not be construed as, an admission of the amount and/or validity of any such intercompany receivables and payables or the validity of any netting or offset per the Debtors' books and records. The Debtors take no position in these Schedules and Statements as to whether any such amounts would be allowed as a claim or an interest, or not all allowed at all. The listing of these amounts is not necessarily indicative of the ultimate recovery, if any, on any intercompany asset account or the impairment or claim status of any intercompany liability account. The Debtors reserve all rights to later change the amounts, characterization, classification, categorization or designation of intercompany accounts reported in the Schedules and Statements.
In addition, certain of the Debtors act on behalf of other Debtors. Reasonable efforts have been made to indicate the ultimate beneficiary of a payment or obligation. Whether a particular payment or obligation was incurred by the entity actually making the payment or incurring the obligation is a complex question of applicable non-bankruptcy law, and nothing herein constitutes an admission that any Debtor entity is an obligor with respect to any such payment. The Debtors reserve all rights to reclassify any payment or obligation as attributable to another entity and all rights with respect to the proper accounting and treatment of such payments and liabilities.
(m) Florist Member Network and Related Transactions. Pursuant to interim and final orders [Docket Nos. 50, 269] (the "Customer Orders") granting the Motion of the Debtors for Interim and Final Orders (I) Authorizing the Debtors to (A) Maintain Certain Customer Programs and (B) Honor or Pay Related Prepetition Obligations to Their Customers and (II) Granting Related Relief [Docket No. 7] (the "Customer Motion") the Bankruptcy Court authorized the Debtors to pay certain prepetition obligations to members of their florist network (each, individually, a "Florist Network Member" and, collectively, the "Florist Member Network") in the ordinary course of business. The Debtors believe that any and all
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undisputed claims for prepetition amounts by Florist Network Members have been or will be satisfied in the normal course operations of the Debtors. Accordingly, no undisputed claims of Florist Network Members that have been paid or may be paid pursuant to the Customer Orders or pursuant to further Bankruptcy Court order are listed in the Schedules and Statements.
As further described in the Customer Motion, the Debtors transact with their network of over 8,000 Florist Network Members on a daily basis on account of hundreds of thousands of individual, ordinary course transactions, all of which are subject to individual contracts and agreements. Transactional detail related to the Florist Member Network including, but not limited to, the disclosure requirements of Schedule E/F - Creditors Who Have Unsecured Claims, Schedule G – Executory Contracts and Unexpired Leases, and Statement Part 2, Question 3 – Certain Payments or Transfers to Creditors Within 90 Days Before Filing this Case would likely exceed millions of individual line items. Gathering and disclosing such information would be unduly burdensome, time consuming, and costly.
Furthermore, due to the highly competitive nature of the consumer florist industry, disclosure and/or confirmation of the Debtors' individual Florist Network Members, whose potential claims the Debtors believe are and will remain unimpaired, to current or potential competitors could permanently and irreversibly damage the Debtors' on-going floral businesses.
The Debtors reserve all rights to amend, supplement, or otherwise modify the Schedules and Statements to reflect information related to the Florist Member Network as may be necessary or appropriate.
(n) Guarantees and Other Secondary Liability Claims. The Debtors have exercised reasonable efforts to locate and identify guarantees in their executory contracts, unexpired leases, secured financings, and other such agreements. Where guarantees have been identified, they have been included in the relevant Schedules G and H for the affected Debtor(s). The Debtors may have inadvertently omitted guarantees embedded in their contractual agreements and may identify additional guarantees as they continue to review their books and records and contractual agreements. The Debtors reserve their rights, but are not required, to amend, supplement, or otherwise modify the Schedules and Statements if additional guarantees are identified.
(o) Excluded Assets and Liabilities. The Debtors may have excluded certain categories of assets and liabilities from the Schedules and Statements, including, but not limited to: certain deferred charges, accounts, or reserves recorded only for purposes of complying with the requirements of GAAP; deferred tax assets and liabilities; goodwill and other intangibles; deferred revenue accounts; and certain accrued liabilities including, but not limited to, accrued salaries and employee benefits. The Debtors also have not attempted to anticipate rejection damage claims of counterparties to executory contracts and unexpired leases that may arise out of
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potential contract or lease rejections. Other immaterial assets and liabilities may also have been excluded.
(p) Liens. The inventories, property, and equipment listed in the Schedules and Statements are presented without consideration of any liens.
(q) Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars.
(r) Setoffs. The Debtors routinely incur setoffs and net payments in the ordinary course of business. Such setoffs and nettings may occur due to a variety of transactions or disputes, including, but not limited to, intercompany transactions, counterparty settlements, pricing discrepancies, rebates, returns, warranties, refunds, and negotiations and/or disputes between Debtors and their customers and/or suppliers. These normal, ordinary course setoffs and nettings are common to the wholesale and retail industries. Due to the voluminous nature of setoffs and nettings, it would be unduly burdensome and costly for the Debtors to list each such transaction. Therefore, although such setoffs and other similar rights may have been accounted for when scheduling certain amounts, these ordinary course setoffs are not independently accounted for and, as such, are or may be excluded from the Schedules and Statements. In addition, some amounts listed in the Schedules and Statements may have been affected by setoffs or nettings by third parties of which the Debtors are not aware. The Debtors reserve all rights to challenge any setoff and/or recoupment rights that may be asserted.
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) In re: ) Chapter 11 ) FTD COMPANIES, INC., et al.,1 ) Case No. 19-11240 (LSS) ) Debtors. ) (Jointly Administered) )
SPECIFIC NOTES TO THE DEBTORS' SCHEDULES OF ASSETS AND LIABILITIES
(a) Schedule A/B, Parts 1 and 2 – Cash and Cash Equivalents; Deposits and Prepayments. Details with respect to the Debtors' cash management system and bank accounts are provided in the Motion of the Debtors for Interim and Final Orders: (I) Approving the Continued Use of the Debtors' Cash Management System and Business Forms; (II) Extending the Debtors' Time to Comply with Section 345(b) of the Bankruptcy Code; (III) Approving Continuation of Ordinary Course Intercompany Transactions; and (IV) Granting Related Relief [Docket No. 15] (the "Cash Management Motion") and the interim and final orders granting the Cash Management Motion [Docket Nos. 53, 281].
As described in the Cash Management Motion, the Debtors have a total of 25 bank accounts. A full schedule of the Debtors' bank accounts is attached as Exhibit D to the Cash Management Motion.
Additionally, the Bankruptcy Court, pursuant to interim and final orders [Docket Nos. 59, 272] (the "Utility Orders") granting the Motion of the Debtors for Interim and Final Orders (I) Establishing Adequate Assurance Procedures with Respect to Their Utility Providers and (II) Granting Related Relief [Docket No. 13], authorized the Debtors to provide adequate assurance of payment for future utility services in the form of an initial deposit in the amount of $234,973.00. Although this deposit did not exist on the Petition Date, the Debtors have included this account in the amount of the initial balance funded in accordance with the Utility Orders on Schedule A/B, Part 1, Question 3.
Otherwise, the Debtors' cash balances are listed as of the Petition Date.
1 The Debtors are the following 15 entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): FTD Companies, Inc. (5852); Bloom That, Inc. (9936); Florists' Transworld Delivery, Inc. (6960); FlowerFarm, Inc. (2852); FSC Denver LLC (7104); FSC Phoenix LLC (7970); FTD, Inc. (1271); FTD.CA, Inc. (7556); FTD.COM Inc. (4509); FTD Group, Inc. (9190); FTD Mobile, Inc. (7423); Giftco, LLC (5832); Provide Cards, Inc. (3462); Provide Commerce LLC (0019); and Provide Creations, Inc. (8964). The Debtors' noticing address in these chapter 11 cases is 3113 Woodcreek Drive, Downers Grove, IL 60515.
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(b) Schedule A/B, Part 4 – Investments; Non-Publicly Traded Stock and Interests in Incorporated and Unincorporated Businesses, including any Interest in an LLC, Partnership, or Joint Venture. Ownership interests in subsidiaries and partnerships have been listed in Schedule A/B, Part 4. The Debtors make no representation as to the value of their ownership of each subsidiary as the fair market value of such ownership is dependent on numerous variables and factors and may differ materially from their net book value. The Debtors do not have any ownership interests in any joint ventures.
(c) Schedule A/B, Parts 7 – Office Furniture, Fixtures, and Equipment; and Collectibles; 8 – Machinery, Equipment, and Vehicles; and 9 – Real Property. Dollar amounts are presented at net book value as of May 31, 2019, which reflect original gross acquired value, net of accumulated depreciation and other adjustments.
The Debtors have made reasonable efforts to correctly categorize the fixed assets reported in these Schedules. However, due to the voluminous nature of the individual line items recorded in the fixed asset ledgers, certain items have been summarized at a consolidated level. In some cases, these items may be disclosed under a Schedule A/B asset categorization different from that under which it would appear if listed as an individual line item. The Debtors thus reserve all rights to recategorize items reported in these Schedules at a later time if necessary or appropriate.
(d) Schedule A/B, Part 11 – All Other Assets. Dollar amounts are presented net of depreciation, amortization, impairments, and other adjustments, as applicable.
Additionally, the Debtors may receive refunds for sales and use taxes at various times throughout their fiscal year. As of the Petition Date, however, certain of these amounts are unknown to the Debtors and, accordingly, may not be listed on Schedule A/B.
Other Contingent and Unliquidated Claims or Causes of Action of Every Nature, including Counterclaims of the Debtor and Rights to Setoff Claims. In the ordinary course of business, the Debtors may have accrued, or may subsequently accrue, certain rights to counter-claims, cross-claims, setoffs, refunds with their customers and suppliers, or potential warranty claims against their suppliers. Additionally, certain of the Debtors may be party to pending or future litigation in which the Debtors have asserted, or may assert, claims as a plaintiff or counter- claims and/or cross-claims as a defendant. Although the Debtors have made reasonable efforts to identify any such claims, because certain of these claims are unknown to the Debtors as of the Petition Date, they may not be listed on Schedule A/B, Part 11.
Executory Contracts and Unexpired Leases. Because of the large number of the Debtors' executory contracts and unexpired leases, as well as the size and scope of
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such documents, the Debtors have not attached such agreements to Schedule A/B. Instead, the Debtors have only listed such agreements on Schedule G.
Interests in Insurance Policies or Annuities. Additional information regarding the Debtors' insurance policies and surety bonds is available in the Motion of the Debtors for Interim and Final Orders (I) Authorizing Them to (A) Pay Prepetition Insurance Obligations and Surety Bond Obligations and (B) Continue Their Insurance Programs and Surety Bond Program and (II) Granting Related Relief [Docket No. 17].
(e) Schedule D – Creditors Who Have Claims Secured by Property. The claims identified in Schedule D arose or were incurred on various dates. In certain instances, the date on which a claim arose is an open issue of fact. Although reasonable efforts have been made to identify the actual date each claim was incurred or arose, determining the actual date that each claim listed in Schedule D was incurred or arose would be unduly burdensome and cost prohibitive. As such, Schedule D may not include the date that each claim arose or was incurred for every claim listed thereon.
Except as otherwise established pursuant to a stipulation or order entered by the Bankruptcy Court, the Debtors reserve their rights to dispute or challenge the validity, perfection, or immunity from avoidance of any lien purported to be granted or perfected in any specific asset to a secured creditor listed on Schedule D. Moreover, although the Debtors have scheduled claims of various creditors as secured claims, the Debtors reserve all rights to dispute or challenge the secured nature of any such creditor's claim or the characterization of the structure of any such transaction or any document or instrument related to such creditor's claim subject to 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 [Docket No. 311], or other order entered by the Bankruptcy Court or stipulation.
The descriptions provided in Schedule D are intended only to be a summary, and not an admission, of liability. Reference to the applicable agreements and other related relevant documents is necessary for a complete description of the collateral and to determine the nature, extent, and priority of any liens. Nothing in the Global Notes or the Schedules and Statements shall be deemed a modification or interpretation of the terms of such agreements. In certain instances, a Debtor may be a co-obligor, co-mortgagor, or guarantor with respect to scheduled claims of other Debtors, and no claim set forth on Schedule D of any Debtor is intended to acknowledge claims of creditors that are otherwise satisfied or discharged by other entities.
Real property lessors, utility companies, and other parties that may hold security deposits have not been listed in Schedule D. In addition, the Debtors have not
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included on Schedule D parties that may believe their claims are secured through setoff rights or inchoate statutory lien rights. The Debtors reserve all of their rights to amend Schedule D to the extent that they determine that any additional claims should be reported in Schedule D. Nothing in the Global Notes or the Schedules and Statements shall be construed as an admission by the Debtors about the legal rights of any claimant or a waiver of the Debtors' rights to recharacterize or reclassify any claim or contract. Although multiple parties may hold a portion of the debt included in the secured facilities, only the administrative agents have been listed for purposes of Schedule D.
(f) Schedule E/F – Creditors Who Have Unsecured Claims.
Part 1 - Creditors with Priority Unsecured Claims. The listing of a claim on Schedule E/F, Part 1, does not constitute an admission by the Debtors that such claim or any portion thereof is entitled to priority treatment under section 507 of the Bankruptcy Code. The Debtors reserve all of their rights to dispute the amount and the priority status of any claim on any basis at any time.
Pursuant to the Final Order Granting Motion of the Debtors for Interim and Final Orders (I) Authorizing the Debtors to Pay Prepetition Taxes and (II) Granting Related Relief, dated July 1, 2019 [Docket No. 278] (the "Taxes Order"), the Debtors have been granted the authority to pay certain tax liabilities that accrued prepetition. Accordingly, any unsecured priority claims based upon prepetition tax accruals that have been paid or may be paid pursuant to the Taxes Order or pursuant to further Bankruptcy Court order are not listed in Schedule E. The Debtors believe that any non-disputed tax claims for prepetition amounts, whether allowable as a priority or nonpriority claim have been or will be satisfied.
Pursuant to the Final Order Granting Motion of the Debtors for an Order (I) Authorizing the Debtors to Pay Prepetition Employee Wages, Benefits, and Related Items and (II) Granting Certain Related Relief [Docket No. 268] (the "Final Wages Order") the Debtors received final authority to pay certain prepetition obligations, including, without limitation, obligations related to employee wages and other employee benefits, in the ordinary course of business. Accordingly, no undisputed, prepetition claims of non-insiders related to employee wages and other employee benefits that have been paid or may be paid pursuant to the Final Wages Order or pursuant to further Bankruptcy Court order is listed in Schedule E/F Part 1.
The notes below related to Schedule E/F Part 2 – Creditors with Nonpriority Unsecured Claims - Employee Benefits Related should be referred to for additional information regarding potential liabilities related to current and former employees.
Part 2 - Creditors with Nonpriority Unsecured Claims. The liabilities identified in Schedule E/F, Part 2 are derived from the Debtors' books and records. The Debtors used commercially reasonable efforts to set forth their unsecured obligations, although the actual amount of claims against the Debtors may vary
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from those liabilities represented on Schedule E/F, Part 2. The listed liabilities may not reflect the correct amount of any unsecured creditor's allowed claims or the correct amount of all unsecured claims.
Even where not marked as contingent, unliquidated, and/or disputed, claims identified on Schedule E/F, Part 2, for, among other things, products, goods, or services generally represent aggregate invoiced amounts according to the applicable Debtor's books and records without reference to any credits, allowances, defenses, or counterclaims that may exist with respect to such invoices. The Debtors reserve all of their rights with respect to any such credits, allowances, defenses, and counterclaims including the right to assert objections and/or setoffs with respect to the claims identified in the Schedules or to amend, supplement, or otherwise modify the Schedules to reflect such credits, allowances, defenses, and counterclaims, if necessary and appropriate.
Schedule E/F, Part 2, does not include certain deferred charges, deferred liabilities, accruals, or general reserves. Such amounts are, however, reflected on the Debtors' books and records as required in accordance with GAAP. Such accruals are general estimates of liabilities and do not represent specific prepetition claims. The Debtors have made every effort to include as contingent, unliquidated, or disputed the claim of any vendor not included on the Debtors' open accounts payable that is associated with an account that has an accrual or receipt not invoiced. Each of these claims is listed as contingent, unliquidated, or disputed.
Certain claims listed in Schedule E/F, Part 2, may be entitled to priority under section 503(b)(9) of the Bankruptcy Code.
The Debtors generally allocate individual liabilities to particular Debtors. However, in certain cases, it would be a time-consuming and inefficient use of estate resources, or impracticable, to assign a given liability to a particular Debtor based on a contractual obligation. Therefore, the Schedules reflect the liability based on the Debtors' books and records.
Schedule E/F, Part 2, reflects certain prepetition amounts owing to counterparties to executory contracts and unexpired leases. Such prepetition amounts, however, may be paid in connection with the assumption, or assumption and assignment, of an executory contract or unexpired lease. In addition, Schedule E/F, Part 2, does not attempt to anticipate any potential rejection damage claims of the counterparties to executory contracts and unexpired leases that may be rejected.
In many cases, the claims listed on Schedule E/F, Part 2, arose, accrued, or were incurred on various dates or on a date or dates that are unknown to the Debtors or are subject to dispute. Where the determination of the date on which a claim arose, accrued, or was incurred would be unduly burdensome and costly to the Debtors' estates, the Debtors have not listed a specific date or dates for such claim. In addition, claims identified in Schedule E/F, Part 2, have been aggregated by
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creditor and may include several dates of incurrence for the aggregate balance listed. As such, Schedule E/F, Part 2, does not include the date of incurrence for every claim identified thereon.
As of the time of filing of the Schedules and Statements, the Debtors may not have received all invoices for payables, expenses, and other liabilities that may have accrued prior to the Petition Date. Accordingly, the information contained in Schedules D and E/F may be incomplete. The Debtors reserve their rights, but undertake no obligations, to amend, supplement, or otherwise modify Schedules D and E/F if and as they receive such invoices.
The Bankruptcy Court has entered orders authorizing the Debtors to pay, in their discretion, certain outstanding claims, even though such claims were incurred, or arose, prior to the Petition Date. Liabilities listed on Schedules E/F reflect the Debtors' books and records balances as of July 8, 2019. These amounts do not include any pre-petition amounts paid from the Petition Date through July 8, 2019 under authority granted by the Court. The Debtors may pay additional claims listed in Schedule E/F, Part 2, during these chapter 11 cases pursuant to these and other orders of the Bankruptcy Court. The Debtors reserve all of their rights with respect to such payments, including the right to amend, supplement, or otherwise modify Schedule E/F, Part 2, to reflect such payments.
Part 2 - Creditors with Nonpriority Unsecured Claims – Litigation. The Schedules contain information regarding pending and threatened or potential litigation involving the Debtors. The amounts related to these potential claims are listed as "undetermined" and are marked as contingent, unliquidated, and disputed in the Schedules and Statements. The identification of such claims in the Schedules and Statements shall not constitute an admission by the Debtors as to the validity thereof. Some of the litigation claims listed in Schedule E/F, Part 2, may be subject to subordination pursuant to section 510 of the Bankruptcy Code, and the Debtors reserve all rights with respect thereto.
Part 2 - Creditors with Nonpriority Unsecured Claims – Employee Benefits Related. The Debtors did not receive relief under the Final Wages Order and do not anticipate seeking future relief from the Bankruptcy Court with respect to certain employee and retiree benefits, severance, and retention programs that were in place prior to the Petition Date. Consequently, certain current and former employees may assert claims related thereto. The anticipated liabilities related to such claims are included herein.
(g) Schedule G – Executory Contracts and Unexpired Leases. While reasonable efforts have been made to ensure the accuracy of Schedule G, inadvertent errors, omissions, and unintended duplication or overinclusion of items may have occurred.
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Listing a contract, lease, or agreement on Schedule G does not constitute an admission that such contract, lease, or agreement is an executory contract or unexpired lease or that such contract, lease, or agreement was in effect on the Petition Date or is valid or enforceable. The Debtors hereby reserve all their rights, claims and Causes of Action with respect to the contracts, leases, or agreements on Schedule G, including the right to dispute the validity, status, or enforceability of, or otherwise modify any contracts, leases, or agreements set forth on Schedule G and to amend, supplement, or otherwise modify Schedule G as necessary, at any time, to remove any contracts, leases, or agreements.
Certain of the contracts, leases, and agreements listed on Schedule G may contain renewal options, guarantees of payment, indemnifications, options to purchase, rights of first refusal, and other miscellaneous rights. Such rights, powers, duties, and obligations are not set forth separately on Schedule G. In addition, the Debtors may have entered into various other types of agreements in the ordinary course of business, such as supplemental agreements and letter agreements, which agreements may not be set forth on Schedule G. The Debtors reserve all of their rights to amend, supplement, or otherwise modify Schedule G to the extent that additional information regarding such agreements becomes available. Certain executory contracts or unexpired leases may not have been memorialized and could be subject to dispute. Any executory contracts or unexpired leases that have not been reduced to writing are not included on Schedule G.
Certain of the contracts, leases, and agreements listed on Schedule G may consist of several parts, including, without limitation, purchase orders, amendments, restatements, waivers, letters, and other documents that may not be identified in Schedule G or that may be listed as a single entry. The Debtors expressly reserve their rights to determine or challenge whether such documents constitute an executory contract or unexpired lease, a single contract, agreement or lease, or multiple, severable or separate contracts, agreements or leases.
The contracts, leases, and agreements identified on Schedule G may have expired or may have been modified, amended, or supplemented from time to time by various amendments, restatements, waivers, estoppel certificates, letters, memoranda, and other documents, instruments, and agreements that may not be listed therein despite the Debtors' use of reasonable efforts to identify such documents.
Unless otherwise specified in Schedule G, each executory contract or unexpired lease identified therein shall include all exhibits, schedules, riders, modifications, declarations, amendments, supplements, attachments, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease, without respect to whether such agreement, instrument, or other document is listed therein. In some cases, the same supplier or provider may appear multiple times in
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Schedule G. Multiple listings, if any, reflect distinct agreements between the applicable Debtor and such supplier or provider.
Omission of a contract, lease, or agreement from Schedule G does not constitute an admission that such omitted contract, lease, or agreement is not an executory contract or unexpired lease. The Debtors' rights under the Bankruptcy Code with respect to any such omitted contracts, leases, or agreements are not impaired by any such omission.
In some cases, contract counterparties from dormant legacy businesses and historical acquisitions may not have been updated to reflect assignment to active Debtor entities although the Debtors have assumed and continue to perform under the terms of such agreements. In such cases, the Debtors have included such items on Schedule G of FTD, Inc.
Certain Debtors are guarantors and parties to guaranty agreements regarding the Debtors' prepetition credit facility. The guaranty obligations arising under these agreements are reflected on Schedule D only.
In the ordinary course of business, the Debtors utilize purchase orders to obtain goods from various vendors. Due to the generally brief durations of purchase orders and the volume and frequency of these transactions, individual purchase orders that were active as of the Petition Date are not listed on Schedule G. The Debtors reserve all rights as to active purchase orders as of the Petition Date. The omission of purchase orders from Schedule G does not constitute an admission that such any such purchase order is not an executory contract or unexpired lease.
(h) Schedule H – Co-Debtors. In the ordinary course of businesses, the Debtors pay certain expenses on behalf of their subsidiaries. For purposes of Schedule H, the Debtors may not have identified certain guarantees that are embedded in the Debtors' executory contracts, unexpired leases, debt instruments, and other agreements. Thus, the Debtors reserve their rights to amend Schedule H to the extent that additional guarantees are identified, or such guarantees are discovered to have expired or become unenforceable. The disclosure of a guarantee relationship on Schedule H does not constitute an admission by the Debtors as to the effectiveness or enforceability of such guarantee.
In the ordinary course of businesses, the Debtors become subject to pending or threatened litigation and claims arising out of the conduct of their businesses. These matters may involve multiple plaintiffs and defendants, some or all of whom may assert cross-claims and counter-claims against other parties. The Debtors have not listed any litigation-related co-Debtors on Schedule H. Instead, all such listings can be found on the Debtors' Schedule E/F.
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Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 1: Cash and cash equivalents
1. Does the debtor have any cash or cash equivalents?
No. Go to Part 2. Yes. Fill in the information below.
General description Type of account Last 4 digits of Current value of (if applicable) account # debtor’s interest (if applicable)
2. Cash on hand 2.1 PETTY CASH $301
3. Checking, savings, money market, or financial brokerage accounts (Identify all) 3.1 JPMORGAN CHASE BANK OPERATING ACCOUNT 5757 $183,653
3.2 JPMORGAN CHASE BANK ACCOUNTS RECEIVABLE 5093 $460,344
3.3 MUFG UNION BANK ZBA PAYROLL FUNDING 7490 $0
4. Other cash equivalents (Identify all) 4.1
5. Total of Part 1. $644,298 Add lines 2 through 4. Copy the total to line 80.
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Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 2: Deposits and prepayments
6. Does the debtor have any deposits or prepayments?
No. Go to Part 3. Yes. Fill in the information below.
General description Current value of debtor’s interest
7. Deposits, including security deposits and utility deposits Description, including name of holder of deposit
7.1 LEASE SECURITY DEPOSITS $84,000
8. Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent Description, including name of holder of prepayment
8.1 PREPAID GOURMET FOODS MARKETING AND ADVERTISING $1,002,362
8.2 PREPAID INVENTORIES $183,622
8.3 PREPAID OPERATING EXPENSES $45,051
9. Total of Part 2 $1,315,035 Add lines 7 through 8. Copy the total to line 81.
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Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 3: Accounts receivable
10. Does the debtor have any accounts receivable?
No. Go to Part 4. Yes. Fill in the information below.
General description Face or requested Doubtful or Current value of amount uncollectable debtor’s interest
11. Accounts receivable
11a. 90 days old or less: $875,392 - $12,054 = $863,337
11b. Over 90 days old: $0 - $0 = $0
12. Total of Part 3 $863,337 Current value on lines 11a + 11b = line 12. Copy the total to line 82.
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Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 4: Investments
13. Does the debtor own any investments?
No. Go to Part 5. Yes. Fill in the information below.
General description Valuation method Current value of used for current value debtor’s interest
14. Mutual funds or publicly traded stocks not included in Part 1 Name of fund or stock:
14.1
15. Non-publicly traded stock and interests in incorporated and unincorporated businesses, including any interest in an LLC, partnership, or joint venture Name of entity:
15.1 SEE FOOTNOTE BELOW NONE $0
16. Government bonds, corporate bonds, and other negotiable and non-negotiable instruments not included in Part 1 Describe:
16.1
17. Total of Part 4 $0 Add lines 14 through 16. Copy the total to line 83.
Specific Notes See the following organizational exhibit and intercompany matrix in response to question 15 above.
Page 1 of 1 to Schedule A/B Part 4 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 25 of 94
FTD COMPANIES INC., et al. RECEIVE FROM / (PAY TO)
INTERCOMPANY MATRIX Debtor / Debtor / Debtor / Debtor / Debtor / Debtor / Debtor / Debtor / Debtor / Debtor / Debtor / Borrower Guarantor Debtor Guarantor Guarantor Guarantor Debtor Debtor Guarantor Debtor Guarantor Guarantor Guarantor Guarantor Guarantor Based on May 31, 2019 Balance Sheet Accounts Florists' FTD Companies, Transworld Provide Cards, Provide Provide Inc. FTD, Inc. Bloom That, Inc. FTD.CA, Inc. Delivery, Inc. FTD.COM Inc. FlowerFarm, Inc. FSC Denver LLC Giftco, LLC FSC Phoenix LLC Inc. FTD Group, Inc. Commerce LLC FTD Mobile, Inc. Creations, Inc. Debtor / FTD Companies, Inc. - Borrower Debtor / FTD, Inc. - 596,666.61 1,920,273.04 (832,723.44) 85,505,362.19 163,396.83 6,643,543.67 Guarantor P A Debtor Bloom That, Inc. (596,666.61) - 2,323,990.08 Y Debtor / FTD.CA, Inc. - Guarantor T Debtor / O Florists' Transworld Delivery, Inc. - Guarantor
Debtor / / FTD.COM Inc. - Guarantor
( Debtor FlowerFarm, Inc. - R E Debtor FSC Denver LLC - C Debtor / E Giftco, LLC (1,920,273.04) - 194,740.85 (21,777,614.47) 4,996,757.77 Guarantor I V Debtor FSC Phoenix LLC - E Debtor Provide Cards, Inc. 832,723.44 (194,740.85) - (2,107,793.41) 16,870,819.33 F Debtor / R FTD Group, Inc. - O Guarantor Debtor / M Provide Commerce LLC (85,505,362.19) (2,323,990.08) 21,777,614.47 2,107,793.41 - (549,970.61) 84,002,595.01
) Guarantor Debtor / FTD Mobile, Inc. (163,396.83) 549,970.61 - Guarantor Debtor / Provide Creations, Inc. (6,643,543.67) (4,996,757.77) (16,870,819.33) (84,002,595.01) - Guarantor
Page 1 of 1 Case 19-11240-LSS DocFTD Companies, Inc., et al. 377 Filed 07/13/19 Page 26 of 94 Organizational Structure Exhibit Related to Schedule A/B, Part 4, Question 15
Date of Location of 1 Count Debtor Entity Name Street Address Incorporation Incorporation Federal Tax ID Parent Ownership Nature of Business 1 x FTD Companies, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 4/25/2008 Delaware, USA 32‐0255852 Public Company Parent company 2 x FTD Group, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 9/30/2003 Delaware, USA 87‐0719190 FTD Companies, Inc. 100.00% 3 x FTD, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 3/8/1993 Delaware, USA 13‐3711271 FTD Group, Inc. 100.00% 4 x Bloom That, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 6/3/2013 Delaware, USA 46‐2919936 FTD, Inc. 100.00% F/K/A FTD International Corporation (12/14/2017) 5 x FTD.CA, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 7/19/2011 Delaware, USA 45‐2787556 FTD, Inc. 100.00% 6 x Florists' Transworld Delivery, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 1/5/1924 Michigan, USA 38‐0546960 FTD, Inc. 100.00% 7 x FTD.COM Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 5/19/1999 Florida, USA 36‐4294509 Florists' Transworld Delivery, Inc. 100.00% 8 x FlowerFarm, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 7/28/1999 Delaware, USA 36‐4332852 Florists' Transworld Delivery, Inc. 100.00% F/K/A Value Network Service, Inc. (12/15/2016) 9 Interflora, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 3/11/1946 Michigan, USA 38‐6064505 Florists' Transworld Delivery, Inc. 33.33% Non‐debtor Affiliate 10 FTD India Private Limited Cyber Gateway Bldgl, Block D‐Wing II, 5th Floor, Madhapur Village 12/27/2012 India FTD, Inc. / Florists' Transworld Delivery, Inc. 98%; 2% Non‐debtor Affiliate 11 FTD Canada, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 4/6/1973 Canada FTD, Inc. 100.00% Non‐debtor Affiliate 12 x FSC Denver LLC 2250 N. Airport Boulevard, Suite F / Aurora, CO 80011 10/31/2018 Delaware, USA 83‐4367104 FTD, Inc. 100.00% 13 x FSC Phoenix LLC 625 South 27th Ave., Suite 137 / Phoenix, AZ 85009 3/20/2018 Delaware, USA 83‐4447970 FTD, Inc. 100.00% 14 x Provide Commerce LLC 4830 Eastgate Mall / San Diego, CA 92121 2/6/1998 Delaware, USA 84‐1450019 FTD, Inc. 100.00% 15 x Provide Cards, Inc. 4830 Eastgate Mall / San Diego, CA 92121 10/27/2006 California, USA 20‐5803462 Provide Commerce LLC 100.00% 16 x Provide Creations, Inc. 1301 Internationale Parkway / Woodridge, IL 60517 10/17/1997 Delaware, USA 36‐4188964 Provide Commerce LLC 100.00% 17 x Giftco, LLC 1301 Internationale Parkway / Woodridge, IL 60517 6/28/2013 Delaware, USA 46‐3345832 Provide Commerce LLC 100.00% 18 x FTD Mobile, Inc. 3113 Woodcreek Drive/ Downers Grove, IL 60515 2/28/2011 Delaware, USA 45‐0717423 Provide Commerce LLC 100.00% F/K/A Sincerely Incorporated (8/22/2018)
Notes:
1 For ownership purposes, subsidiaries are shown as indented beneath their parent.
Page 1 of 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 27 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 5: Inventory, excluding agriculture assets
18. Does the debtor own any inventory (excluding agriculture assets)?
No. Go to Part 6. Yes. Fill in the information below.
General description Date of the last Net book value of Valuation method Current value of physical inventory debtor's interest used for current debtor’s interest (Where available) value
19. Raw materials 19.1
20. Work in progress 20.1
21. Finished goods, including goods held for resale 21.1 INVENTORY ASSET: FINISHED GOODS $9,656,507 NBV $9,656,507
22. Other Inventory or supplies 22.1
23. Total of Part 5. $9,656,507 Add lines 19 through 22. Copy the total to line 84.
24. Is any of the property listed in Part 5 perishable? No Yes
25. Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed?
No Yes. Book Value UNDETERMINED Valuation method NBV Current value UNDETERMINED
26. Has any of the property listed in Part 5 been appraised by a professional within the last year?
No Yes
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Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 6: Farming and fishing-related assets (other than titled motor vehicles and land)
27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)?
No. Go to Part 7. Yes. Fill in the information below.
General description Net book value of Valuation method Current value of debtor's interest used for current value debtor’s interest (Where available)
28. Crops—either planted or harvested 28.1
29. Farm animals Examples: Livestock, poultry, farm-raised fish 29.1
30. Farm machinery and equipment (Other than titled motor vehicles) 30.1
31. Farm and fishing supplies, chemicals, and feed 31.1
32. Other farming and fishing-related property not already listed in Part 6 32.1
33. Total of Part 6. Add lines 28 through 32. Copy the total to line 85.
34. Is the debtor a member of an agricultural cooperative? No Yes. Is any of the debtor’s property stored at the cooperative?
No Yes
35. Has any of the property listed in Part 6 been purchased within 20 days before the bankruptcy was filed?
No Yes. Book Value Valuation method Current value
36. Is a depreciation schedule available for any of the property listed in Part 6?
No Yes
37. Has any of the property listed in Part 6 been appraised by a professional within the last year?
No Yes
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Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 7: Office furniture, fixtures, and equipment; and collectibles - detail
38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?
No. Go to Part 8. Yes. Fill in the information below.
General description Net book value of Valuation method Current value of debtor's interest used for current value debtor’s interest (Where available)
39. Office furniture
39.1 OFFICE FURNITURE AND EQUIPMENT $0 NET BOOK VALUE $0
40. Office fixtures
40.1
41. Office equipment, including all computer equipment and communication systems equipment and software
41.1 COMPUTER EQUIPMENT $0 NET BOOK VALUE $0
41.2 SOFTWARE $0 NET BOOK VALUE $0
42. Collectibles
42.1
43. Total of Part 7 $0 Add lines 39 through 42. Copy the total to line 86.
44. Is a depreciation schedule available for any of the property listed in Part 7?
No Yes
45. Has any of the property listed in Part 7 been appraised by a professional within the last year?
No Yes
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Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 8: Machinery, equipment, and vehicles
46. Does the debtor own or lease any machinery, equipment, or vehicles?
No. Go to Part 9. Yes. Fill in the information below.
General description Net book value of Valuation method Current value of debtor's interest used for current value debtor’s interest (Where available)
47. Automobiles, vans, trucks, motorcycles, trailers, and titled farm vehicles
47.1
48. Watercraft, trailers, motors, and related accessories Examples: Boats, trailers, motors, floating homes, personal watercraft, and fishing vessels
48.1
49. Aircraft and accessories
49.1
50. Other machinery, fixtures, and equipment (excluding farm machinery and equipment)
50.1 MANUFACTURING EQUIPMENT $0 NET BOOK VALUE $0
50.2 WAREHOUSE EQUIPMENT $0 NET BOOK VALUE $0
51. Total of Part 8 $0 Add lines 47 through 50. Copy the total to line 87.
52. Is a depreciation schedule available for any of the property listed in Part 8?
No Yes
53. Has any of the property listed in Part 8 been appraised by a professional within the last year?
No Yes
Page 1 of 1 to Schedule A/B Part 8 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 31 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 9: Real property - detail
54. Does the debtor own or lease any real property?
No. Go to Part 10. Yes. Fill in the information below.
Description and location of property Nature and extent Net book value of Valuation method Current value of Include street address or other description such as of debtor’s debtor's interest used for current debtor’s interest Assessor Parcel Number (APN), and type of property interest in (Where available) value (for example, acreage, factory, warehouse, apartment property or office building), if available.
55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest
55.1 LEASEHOLD IMPROVEMENTS (VARIOUS: LEASED $0 NET BOOK VALUE $0 VARIOUS )
56. Total of Part 9 $0 Add the current value on all Question 55 lines and entries from any additional sheets. Copy the total to line 88.
57. Is a depreciation schedule available for any of the property listed in Part 9?
No Yes
58. Has any of the property listed in Part 9 been appraised by a professional within the last year?
No Yes
Page 1 of 1 to Schedule A/B Part 9 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 32 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 10: Intangibles and intellectual property - detail
59. Does the debtor have any interests in intangibles or intellectual property?
No. Go to Part 11. Yes. Fill in the information below.
General description Net book value of Valuation method Current value of debtor's interest used for current value debtor’s interest (Where available)
60. Patents, copyrights, trademarks, and trade secrets
60.1 COPYRIGHT FOR KIT: FAMILY TREE KIT : FAMILY Undetermined TREE FRAME
REG NO. VA0001181230
60.2 COPYRIGHT FOR VISUAL MATERIAL: BEST Undetermined BUDDIES
REG NO. VA0001302570
60.3 COPYRIGHT FOR VISUAL MATERIAL: BEST Undetermined BUDDIES
REG NO. VA0001265576
60.4 COPYRIGHT FOR VISUAL MATERIAL: BEST Undetermined BUDDIES : NO. 2
REG NO. VA0001295639
60.5 COPYRIGHT FOR VISUAL MATERIAL: BEST Undetermined BUDDIES : NO. 3
REG NO. VA0001295640
60.6 COPYRIGHT FOR VISUAL MATERIAL: DADDY'S Undetermined LITTLE GIRL
REG NO. VA0001295637
60.7 COPYRIGHT FOR VISUAL MATERIAL: DADDY'S Undetermined LITTLE GIRL
REG NO. VA0001302796
60.8 COPYRIGHT FOR VISUAL MATERIAL: DADDY'S Undetermined LITTLE GIRLS : NO. 2
REG NO. VA0001295633
60.9 COPYRIGHT FOR VISUAL MATERIAL: FEATHER Undetermined LINED STOCKING
REG NO. VAU000723331
60.10 COPYRIGHT FOR VISUAL MATERIAL: HAPPY Undetermined EASTER CANVAS PRINT
REG NO. VA0001637687
60.11 COPYRIGHT FOR VISUAL MATERIAL: ICON FAMILY Undetermined
REG NO. VA0001295638
Page 1 of 6 to Exhibit AB-10 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 33 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 10: Intangibles and intellectual property - detail
60.12 COPYRIGHT FOR VISUAL MATERIAL: ICON FAMILY Undetermined (CHILDREN)
REG NO. VA0001302571
60.13 COPYRIGHT FOR VISUAL MATERIAL: ICON FAMILY, Undetermined BABIES
REG NO. VA0001295635
60.14 COPYRIGHT FOR VISUAL MATERIAL: ICON FAMILY, Undetermined GRANDMA & GRANDPA
REG NO. VA0001295634
60.15 COPYRIGHT FOR VISUAL MATERIAL: ICON FAMILY, Undetermined MOM & DAD
REG NO. VA0001295636
60.16 COPYRIGHT FOR VISUAL MATERIAL: ICON FAMILY, Undetermined PETS
REG NO. VA0001295632
60.17 COPYRIGHT FOR VISUAL MATERIAL: INFANT FACE Undetermined BIRTH ANNOUNCEMENT CARD
REG NO. VA0000294984
60.18 COPYRIGHT FOR VISUAL MATERIAL: JINGLE BELL Undetermined ELF PANTS STOCKINGS
REG NO. VA0002105285
60.19 COPYRIGHT FOR VISUAL MATERIAL: OUR HEARTS Undetermined BELONG TO….
REG NO. VA0001153365
60.20 COPYRIGHT FOR VISUAL MATERIAL: SISTERS ARE Undetermined TIED WITH HEARTSTRINGS
REG NO. VA0001132593
60.21 COPYRIGHT FOR VISUAL MATERIAL: TENDER Undetermined HEARTS CAT CHARACTER
REG NO. VA0002105390
60.22 COPYRIGHT FOR VISUAL MATERIAL: TENDER Undetermined HEARTS CHARACTER CHARMS
REG NO. VAU001314030
60.23 GET LUCKY DICE- UNITED STATES OF AMERICA Undetermined REGISTERED: 3/5/2002 2544627
60.24 GIFT BOX WITH BOW LOGO (2)- EUROPEAN Undetermined COMMUNITY REGISTERED: 9/16/2002 2850303
60.25 GIFT BOX WITH BOW LOGO (2)- UNITED STATES Undetermined OF AMERICA REGISTERED: 8/30/2005 2988425
Page 2 of 6 to Exhibit AB-10 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 34 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 10: Intangibles and intellectual property - detail
60.26 HOOTCH-OWL- CHINA Undetermined REGISTERED: 2/7/2013 10261815
60.27 HOOTCH-OWL- UNITED STATES OF AMERICA Undetermined REGISTERED: 3/4/2014 4491486
60.28 LET'S MAKE MEMORIES- UNITED STATES OF Undetermined AMERICA REGISTERED: 9/4/2018 5556995
60.29 LOGO (BOX WITH BOW)- UNITED STATES OF Undetermined AMERICA REGISTERED: 9/4/2018 5556996
60.30 P (& DESIGN)- UNITED STATES OF AMERICA Undetermined REGISTERED: 4/23/2013 4323228
60.31 PERSONAL CREATIONS - CANADA Undetermined FILED
60.32 PERSONAL CREATIONS - SWITZERLAND Undetermined REGISTERED: 4/25/2016 687041
60.33 PERSONAL CREATIONS- UNITED STATES OF Undetermined AMERICA REGISTERED: 8/24/1999 2271728
60.34 PERSONAL CREATIONS- UNITED STATES OF Undetermined AMERICA REGISTERED: 5/27/2003 2719185
60.35 PERSONALCREATIONS.COM & DESIGN - UK Undetermined REGISTERED: 12/30/2016 UK00003174519
60.36 PERSONALCREATIONS.COM & DESIGN- Undetermined EUROPEAN COMMUNITY REGISTERED 15317563
60.37 PERSONALCREATIONS.COM & DESIGN- IRELAND Undetermined REGISTERED: 1/13/2017 256840
60.38 PERSONALCREATIONS.COM- UNITED STATES OF Undetermined AMERICA REGISTERED: 7/29/2003 2741442
60.39 PERSONALIZED GIFTS FOR LIFE'S SPECIAL Undetermined OCCASIONS- CANADA REGISTERED: 4/1/2011 794474
60.40 REDENVELOPE (STYLIZED)- AUSTRALIA Undetermined REGISTERED 832180
Page 3 of 6 to Exhibit AB-10 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 35 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 10: Intangibles and intellectual property - detail
60.41 REDENVELOPE (STYLIZED)- CHINA Undetermined REGISTERED: 4/7/2002 1744152
60.42 REDENVELOPE (STYLIZED)- EUROPEAN Undetermined COMMUNITY REGISTERED: 4/10/2000 1601327
60.43 REDENVELOPE (STYLIZED)- UK Undetermined REGISTERED: 11/9/2001 2285192A
60.44 REDENVELOPE (STYLIZED)- UK Undetermined REGISTERED: 11/9/2001 2285192B
60.45 REDENVELOPE (STYLIZED)- UNITED STATES OF Undetermined AMERICA REGISTERED: 6/19/2001 2461506
60.46 REDENVELOPE- AUSTRALIA Undetermined REGISTERED: 4/17/2000 832179
60.47 REDENVELOPE- AUSTRIA Undetermined REGISTERED: 7/23/2003 211335
60.48 REDENVELOPE- BENELUX Undetermined REGISTERED: 2/26/2003 732080
60.49 REDENVELOPE- CANADA Undetermined REGISTERED: 12/21/2001 555832
60.50 REDENVELOPE- CHINA Undetermined REGISTERED: 1/14/2002 1699726
60.51 REDENVELOPE- EUROPEAN COMMUNITY Undetermined REGISTERED: 4/10/2000 1601392
60.52 REDENVELOPE- FRANCE Undetermined REGISTERED: 2/28/2003 33212560
60.53 REDENVELOPE- GERMANY Undetermined REGISTERED: 2/27/2003 30313511535
60.54 REDENVELOPE GIFT BOX WITH BOW LOGO- Undetermined UNITED STATES OF AMERICA REGISTERED: 10/4/2005 3003414
60.55 REDENVELOPE- IRELAND Undetermined REGISTERED: 2/25/2003 226623
60.56 REDENVELOPE- JAPAN Undetermined REGISTERED: 8/2/2013 5604378
Page 4 of 6 to Exhibit AB-10 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 36 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 10: Intangibles and intellectual property - detail
60.57 REDENVELOPE- MEXICO Undetermined REGISTERED: 4/2/2004 842577
60.58 REDENVELOPE- SWITZERLAND Undetermined REGISTERED: 4/1/2004 524084
60.59 REDENVELOPE- TAIWAN Undetermined REGISTERED: 3/16/2005 1144690
60.60 REDENVELOPE- UNITED STATES OF AMERICA Undetermined REGISTERED: 7/31/2001 2474275
60.61 REDENVELOPE- UNITED STATES OF AMERICA Undetermined REGISTERED: 4/7/2009 3602036
60.62 TWINKLEBRIGHT- UNITED STATES OF AMERICA Undetermined REGISTERED: 1/30/2018 5392744
61. Internet domain names and websites
61.1
62. Licenses, franchises, and royalties
62.1
63. Customer lists, mailing lists, or other compilations
63.1 CUSTOMER RELATIONSHIPS - PERSONAL Undetermined CREATIONS
64. Other intangibles, or intellectual property
64.1
65. Goodwill
65.1
Page 5 of 6 to Exhibit AB-10 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 37 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 10: Intangibles and intellectual property - detail
66. Total of Part 10 Undetermined Add lines 60 through 65. Copy the total to line 89.
67. Do your lists or records include personally identifiable information of customers (as defined in 11 U.S.C. §§ 101(41A) and 107)?
No Yes
68. Is there an amortization or other similar schedule available for any of the property listed in Part 10?
No Yes
69. Has any of the property listed in Part 10 been appraised by a professional within the last year?
No Yes
Page 6 of 6 to Exhibit AB-10 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 38 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 11: All other assets
70. Does the debtor own any other assets that have not yet been reported on this form? Include all interests in executory contracts and unexpired leases not previously reported on this form.
No. Go to Part 12. Yes. Fill in the information below.
General description Current value of debtor’s interest
71. Notes receivable Description (include name of obligor)
71.1
72. Tax refunds and unused net operating losses (NOLs) Description (for example, federal, state, local)
72.1
73. Interests in insurance policies or annuities
73.1
74. Causes of action against third parties (whether or not a lawsuit has been filed)
74.1
75. Other contingent and unliquidated claims or causes of action of every nature, including counterclaims of the debtor and rights to set off claims
75.1
76. Trusts, equitable or future interests in property
76.1
77. Other property of any kind not already listed Examples: Season tickets, country club membership Examples: Season tickets, country club membership
77.1 Restricted Cash for Personal Creations Receivables $164,039
Page 1 of 2 to Schedule A/B Part 11 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 39 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 11: All other assets
78. Total of Part 11 $164,039 Add lines 71 through 77. Copy the total to line 90.
79. Has any of the property listed in Part 11 been appraised by a professional within the last year?
No Yes
Page 2 of 2 to Schedule A/B Part 11 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 40 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule A/B: Assets — Real and Personal Property
Part 12: Summary
In Part 12 copy all of the totals from the earlier parts of the form.
Type of property Current value of Current value of Total of all property personal property real property
80. Cash, cash equivalents, and financial assets. Copy line 5, Part 1. $644,298
81. Deposits and prepayments. Copy line 9, Part 2. $1,315,035
82. Accounts receivable. Copy line 12, Part 3. $863,337
83. Investments. Copy line 17, Part 4. $0
84. Inventory. Copy line 23, Part 5. $9,656,507
85. Farming and fishing-related assets. Copy line 33, Part 6. $0
86. Office furniture, fixtures, and equipment; and collectibles. Copy $0 line 43, Part 7.
87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $0
88. Real property. Copy line 56, Part 9. $0
89. Intangibles and intellectual property. Copy line 66, Part 10. $0
90. All other assets. Copy line 78, Part 11. $164,039
91. Total. Add lines 80 through 90 for each column. $12,643,216 $0 a. b.
92. Total of all property on Schedule A/B. Lines 91a + 91b = 92. $12,643,216
Page 1 of 1 to Schedule A/B Part 12 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 41 of 94
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Schedule D: Creditors Who Have Claims Secured by Property
1. Do any creditors have claims secured by debtor’s property? No. Check this box and submit page 1 of this form to the court with debtor’s other schedules. Debtor has nothing else to report on this form. Yes. Fill in all of the information below.
Part 1: List Creditors Who Have Secured Claims
2. List in alphabetical order all creditors who have secured claims. If a creditor has more than one secured claim, list the creditor separately for each claim.
Creditor's Name and Mailing Address, E-mail Co- Insider Co- Date Claim was Incurred, Property Description, C U D Amount of Claim Value of Collateral Address & An Account Number Interest Debtor Lien & Co-Interest Creditor
Secured Debt
2.1 BANK OF AMERICA, N.A., AS ADMINISTRATIVE DATE: 7/17/2013 $81,558,605 AGENT 901 MAIN STREET PROPERTY DESCRIPTION: REVOLVER A MAIL CODE TX1-492-14-12 ATTN: JARED MCCLURE DALLAS, TX 75202-3714
2.2 BANK OF AMERICA, N.A., AS ADMINISTRATIVE DATE: 7/17/2013 $15,727,066 AGENT 901 MAIN STREET PROPERTY DESCRIPTION: REVOLVER B MAIL CODE TX1-492-14-12 ATTN: JARED MCCLURE DALLAS, TX 75202-3714
2.3 BANK OF AMERICA, N.A., AS ADMINISTRATIVE DATE: 7/17/2013 $67,655,825 AGENT 901 MAIN STREET PROPERTY DESCRIPTION: TERM LOAN A MAIL CODE TX1-492-14-12 ATTN: JARED MCCLURE DALLAS, TX 75202-3714
Page 1 of 4 to Schedule D Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 42 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule D: Creditors Who Have Claims Secured by Property
Creditor's Name and Mailing Address, E-mail Co- Insider Co- Date Claim was Incurred, Property Description, C U D Amount of Claim Value of Collateral Address & An Account Number Interest Debtor Lien & Co-Interest Creditor
Secured Debt
Secured Debt Total: $164,941,496
Page 2 of 4 to Schedule D Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 43 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule D: Creditors Who Have Claims Secured by Property
Creditor's Name and Mailing Address, E-mail Co- Insider Co- Date Claim was Incurred, Property Description, C U D Amount of Claim Value of Collateral Address & An Account Number Interest Debtor Lien & Co-Interest Creditor
UCC Liens
2.4 BANK OF AMERICA, N.A., AS ADMINISTRATIVE DATE: 12/31/2014 AGENT 901 MAIN STREET LIEN DESCRIPTION: MAIL CODE TX1-492-14-12 FILE NUMBER: O: 20145309109; STATUS: ATTN: JARED MCCLURE ACTIVE – ALL ASSETS; COLLATERAL: ALL DALLAS, TX 75202-3714 ASSETS OF THE DEBTOR, WHETHER NOW OWNED OR HEREAFTER ACQUIRED.
UCC Liens Total:
Page 3 of 4 to Schedule D Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 44 of 94
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Schedule D: Creditors Who Have Claims Secured by Property
Amount of Claim
3. Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any. $164,941,496
Page 4 of 4 to Schedule D Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 45 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule D: Creditors Who Have Claims Secured by Property
Part 2: List Others to Be Notified for a Debt Already Listed in Part 1
List in alphabetical order any others who must be notified for a debt already listed in Part 1. Examples of entities that may be listed are collection agencies, assignees of claims listed above, and attorneys for secured creditors.
Name and Mailing Address Part 1 Line on which the Related Last 4 Digits of Account Creditor was Listed Number for this Entity
MOORE & VAN ALLEN PLLC LINE: 2.1 100 NORTH TYRON STREET SUITE 4700 CHARLOTTE, NC 28202
MOORE & VAN ALLEN PLLC LINE: 2.1 100 NORTH TYRON STREET SUITE 4700 CHARLOTTE, NC 28202
MOORE & VAN ALLEN PLLC LINE: 2.1 100 NORTH TYRON STREET SUITE 4700 CHARLOTTE, NC 28202
MOORE & VAN ALLEN PLLC LINE: 2.2 100 NORTH TYRON STREET SUITE 4700 CHARLOTTE, NC 28202
MOORE & VAN ALLEN PLLC LINE: 2.2 100 NORTH TYRON STREET SUITE 4700 CHARLOTTE, NC 28202
MOORE & VAN ALLEN PLLC LINE: 2.2 100 NORTH TYRON STREET SUITE 4700 CHARLOTTE, NC 28202
MOORE & VAN ALLEN PLLC LINE: 2.3 100 NORTH TYRON STREET SUITE 4700 CHARLOTTE, NC 28202
MOORE & VAN ALLEN PLLC LINE: 2.3 100 NORTH TYRON STREET SUITE 4700 CHARLOTTE, NC 28202
MOORE & VAN ALLEN PLLC LINE: 2.3 100 NORTH TYRON STREET SUITE 4700 CHARLOTTE, NC 28202
Page 1 of 1 to Schedule D Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 46 of 94
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Schedule E/F: Creditors Who Have Unsecured Claims Part 1: List All Creditors with PRIORITY Unsecured Claims
1. Do any creditors have priority unsecured claims? (See 11 U.S.C. § 507).
No. Go to Part 2. Yes. Go to line 2. 2. List in alphabetical order all creditors who have unsecured claims that are entitled to priority in whole or in part. If the debtor has more than 3 creditors with priority unsecured claims, fill out and attach the Additional Page of Part 1.
Creditor's Name, Mailing Address Including Date Claim Was Incurred And C U D Offset Total Claim Priority Amount Zip Code Account Number
Taxes and certain other debts owed to the government 507(a)(8)
2.1 ADAMS COUNTY TREASURER UNDETERMINED UNDETERMINED 4430 S.ADAMS COUNTY PARKWAY SUITE C2436 BRIGHTON, CO 80601
2.2 AFCS INC. UNDETERMINED UNDETERMINED 10333 N. MERIDIAN ST. STE 270 INDIANAPOLIS, IN 46290-1144
2.3 ARIZONA CORPORATION COMMISSION UNDETERMINED UNDETERMINED C/O ANNUAL REPORTS-CORP DIV 1300 WEST WASHINGTON PHOENIX, AZ 85007-2929
2.4 CALIFORNIA BOARD OF EQUALIZATION UNDETERMINED UNDETERMINED BOE SAN DIEGO DISTRICT OFFICE 15015 AVENUE OF SCIENCE SUITE SAN DIEGO, CA 92128
2.6 CALIFORNIA DEPARTMENT OF TAX AND UNDETERMINED UNDETERMINED FEE ADMINISTRATION P.O. BOX 942879 SACRAMENTO, CA 94279-6001
2.5 CALIFORNIA DEPARTMENT OF TAX AND UNDETERMINED UNDETERMINED FEE ADMINISTRATION P.O. BOX 942879 SACRAMENTO, CA 94279-6001
2.8 CERIDIAN HCM INC UNDETERMINED UNDETERMINED 3311 EAST OLD SHAKOPEE RD. MINNEAPOLIS, MN 55425
2.9 CERIDIAN HCM INC UNDETERMINED UNDETERMINED 3311 EAST OLD SHAKOPEE RD. MINNEAPOLIS, MN 55425
2.7 CERIDIAN HCM INC UNDETERMINED UNDETERMINED 3311 EAST OLD SHAKOPEE RD. MINNEAPOLIS, MN 55425
2.10 CERIDIAN PAYROLL TRUST CERIDIAN UNDETERMINED UNDETERMINED CORP TRUSTEE 3311 EAST OLD SHAKOPEE RD. MINNEAPOLIS, MN 55425
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Schedule E/F: Creditors Who Have Unsecured Claims Part 1: List All Creditors with PRIORITY Unsecured Claims
Creditor's Name, Mailing Address Including Date Claim Was Incurred And C U D Offset Total Claim Priority Amount Zip Code Account Number
Taxes and certain other debts owed to the government 507(a)(8)
2.11 CHARLOTTE FIRE DEPARTMENT UNDETERMINED UNDETERMINED CHARLOTTE FIRE DEPT -FIRE PREV 441 BEAUMONT AVENUE CHARLOTTE, NC 28204
2.12 CINCINNATI INCOME TAX DIVISION UNDETERMINED UNDETERMINED PO BOX 637876 CINCINNATI, OH 45263
2.13 CITY OF COLUMBUS UNDETERMINED UNDETERMINED 77 N. FRONT STREET2ND FLOOR COLUMBUS, OH 43215
2.14 CITY OF COLUMBUS UNDETERMINED UNDETERMINED 77 N. FRONT STREET2ND FLOOR COLUMBUS, OH 43215
2.15 CITY OF GARLAND UNDETERMINED UNDETERMINED CAROL CLARK RTA PO BOX 462010 GARLAND, TX 75046-2010
2.16 CITY OF MEMPHIS TENNESSEE UNDETERMINED UNDETERMINED P.O. BOX 185 MEMPHIS, TN 38101-0185
2.17 CITY OF RANCHO CUCAMONGA UNDETERMINED UNDETERMINED 10500 CIVIC CENTER DRIVE RANCHO CUCAMONGA, CA 91730
2.18 CITY OF SAN DIEGO- BUSINESS TAX CERT UNDETERMINED UNDETERMINED BUSINESS TAX PROGRAM P. O. BOX 121536 SAN DIEGO, CA 92112-1536
2.19 CITY OF WEST HOLLYWOOD UNDETERMINED UNDETERMINED 8300 SANTA MONICA BLVD. WEST HOLLYWOOD, CA 90069-6216
2.20 COLORADO DEPARTMENT OF REVENUE UNDETERMINED UNDETERMINED SALES TAX SECTION 1375 SHERMAN ST DENVER, CO 80261
2.21 CONNECTICUT DEPT OF REVENUE UNDETERMINED UNDETERMINED 450 COLUMBUS BLVD SUITE 1 HARTFORD, CT 06103
2.22 COUNTY OF DUPAGE DEPARTMENT OF UNDETERMINED UNDETERMINED HEALTH ATTN TO: ACCOUNTING 111 N. COUNTY FARM ROAD WHEATON, IL 60187
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Schedule E/F: Creditors Who Have Unsecured Claims Part 1: List All Creditors with PRIORITY Unsecured Claims
Creditor's Name, Mailing Address Including Date Claim Was Incurred And C U D Offset Total Claim Priority Amount Zip Code Account Number
Taxes and certain other debts owed to the government 507(a)(8)
2.23 COUNTY OF SAN DIEGO (SDAPCD) UNDETERMINED UNDETERMINED 10124 OLD GROVE ROAD SAN DIEGO, CA 92131
2.24 DALLAS COUNTY TAX OFFICE UNDETERMINED UNDETERMINED PO BOX 139066 DALLAS, TX 75313-9066
2.25 DEPARTMENT OF ALCOHOLIC BEVERAGE UNDETERMINED UNDETERMINED CONTROL 3927 LENNANE DR. SUITE 100 SACRAMENTO, CA 95834
2.26 DEPARTMENT OF MOTOR VEHICLES UNDETERMINED UNDETERMINED PO BOX 942897 SACRAMENTO, CA 94297-0897
2.27 DIVISION OF ALCOHOLIC BEVERAGES UNDETERMINED UNDETERMINED AND TOBACCO ATTN: BUREAU OF AUDITING 1940 NORTH MONROE STREET TALLAHASSEE, FL 32399-1022
2.28 FLORIDA DEPARTMENT OF REVENUE UNDETERMINED UNDETERMINED (SALES TAX) 5050 W TENNESSEE STREET TALLAHASSEE, FL 32399-0110
2.29 FLORIDA DEPARTMENT OF STATE UNDETERMINED UNDETERMINED DIVISION OF CORPORATIONS PO BOX 6198 TALLAHASSEE, FL 32314
2.31 FRANCHISE TAX BOARD UNDETERMINED UNDETERMINED PO BOX 942867 SACRAMENTO, CA 94267-0011
2.30 FRANCHISE TAX BOARD UNDETERMINED UNDETERMINED P O BOX 942857 SACRAMENTO, CA 94257-0551
2.32 FRESNO COUNTY TAX COLLECTOR UNDETERMINED UNDETERMINED FRESNO COUNTY AUDITOR-CONTROLL PO BOX 1192 FRESNO, CA 93715-1192
2.33 GEORGIA DEPARTMENT OF REVENUE UNDETERMINED UNDETERMINED TAXPAYER SERVICES DIVISION PO BOX 740321 ATLANTA, GA 30374-0321
2.34 ILLINOIS DEPARTMENT OF REVENUE UNDETERMINED UNDETERMINED ILLINOIS DEPARTMENT OF REVENUE PO BOX 19035 SPRINGFIELD, IL 62794-9035
Page 3 of 9 to Schedule E/F Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 49 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 1: List All Creditors with PRIORITY Unsecured Claims
Creditor's Name, Mailing Address Including Date Claim Was Incurred And C U D Offset Total Claim Priority Amount Zip Code Account Number
Taxes and certain other debts owed to the government 507(a)(8)
2.35 ILLINOIS DEPARTMENT OF REVENUE UNDETERMINED UNDETERMINED PO BOX 19035 SPRINGFIELD, IL 62794-9035
2.36 ILLINOIS SECRETARY OF STATE UNDETERMINED UNDETERMINED DEPARTMENT OF BUSINESS SERVICE ROOM 330 HOWLETT BUILDING SPRINGFIELD, IL 62756
2.37 INDIANA DEPT OF REVENUE-INCOME TAX UNDETERMINED UNDETERMINED P. O. BOX 7226 INDIANAPOLIS, IN 46207-7226
2.38 LOS ANGELES COUNTY TAX COLLECTOR UNDETERMINED UNDETERMINED PO BOX 54027 LOS ANGELES, CA 90054-0027
2.39 MARICOPA COUNTY TREASURER UNDETERMINED UNDETERMINED PO BOX 52133 PHOENIX, AZ 85072-2133
2.40 MASSACHUSETTS DEPT REVENUE- UNDETERMINED UNDETERMINED INCOME TAX PO BOX 7089 BOSTON, MA 02204-7089
2.41 MECKLENBURG COUNTY TAX UNDETERMINED UNDETERMINED COLLECTOR PO BOX 71063 CHARLOTTE, NC 28272-1063
2.42 MIAMI-DADE COUNTY TAX COLLECTOR UNDETERMINED UNDETERMINED 200 N.W. 2ND AVENUE MIAMI, FL 33128
2.43 MISSISSIPPI STATE TAX COMMISSION UNDETERMINED UNDETERMINED P.O. BOX 23075 JACKSON, MS 39225-3075
2.45 NEW MEXICO SECRETARY OF STATE UNDETERMINED UNDETERMINED 325 DON GASPER SUITE 301 SANTA FE, NM 87501
2.44 NEW MEXICO SECRETARY OF STATE UNDETERMINED UNDETERMINED 325 DON GASPER SUITE 301 SANTA FE, NM 87501
2.46 NEW YORK STATE DEPARTMENT OF UNDETERMINED UNDETERMINED TAXATION AND FINANCE PO BOX 4127 BINGHAMTON, NY 13902-4127
Page 4 of 9 to Schedule E/F Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 50 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 1: List All Creditors with PRIORITY Unsecured Claims
Creditor's Name, Mailing Address Including Date Claim Was Incurred And C U D Offset Total Claim Priority Amount Zip Code Account Number
Taxes and certain other debts owed to the government 507(a)(8)
2.47 NJ DEPARTMENT OF TREASURY UNDETERMINED UNDETERMINED UNCLAIMED PROPERTY ADMINISTRATION 50 WEST STATE STREET 6TH FLOOR TRENTON, NJ 08608-1213
2.48 NOEMIE LEGRAND UNDETERMINED UNDETERMINED 7308 EARLDOM AVE PLAYA DEL REY, CA 90293
2.49 NORTH CAROLINA DEPARTMENT OF UNDETERMINED UNDETERMINED REVENUE P. O. BOX 25000 RALEIGH, NC 27640-0002
2.50 NORTH CAROLINA DEPARTMENT OF UNDETERMINED UNDETERMINED STATE TREASURER UNCLAIMED PROPERTY ADMINISTRATION 3200 ATLANTIC AVENUE RALEIGH, NC 27604-1668
2.51 OREGON DEPARTMENT OF REVENUE UNDETERMINED UNDETERMINED PO BOX 14780 SALEM, OR 97309-0469
2.52 PENNSYLVANIA DEPARTMENT OF UNDETERMINED UNDETERMINED AGRICULTURE BUREAU OF FOOD SAFETY AND LAB. 2301 N CAMERON ST. - PA DEPT. HARRISBURG, PA 17110
2.53 PENNSYLVANIA DEPARTMENT OF UNDETERMINED UNDETERMINED TRANSPORTATION BUREAU OF MOTOR VEHICLES HARRISBURG, PA 17104-2516
2.54 PENNSYLVANIA DEPT OF REVENUE UNDETERMINED UNDETERMINED PO BOX 280404 HARRISBURG, PA 17128-0404
2.55 PHILADELPHIA DEPARTMENT OF UNDETERMINED UNDETERMINED REVENUE-INCOME TAX DEPARTMENT OF REVENUE P. O. BOX 1393 PHILADELPHIA, PA 19105-9731
2.56 PLACER COUNTY UNDETERMINED UNDETERMINED 3091 COUNTY CENTER DRIVE SUITE 180 AUBURN, CA 95603
2.57 PLACER COUNTY TAX COLLECTOR UNDETERMINED UNDETERMINED 2976 RICHARDSON DRIVE AUBURN, CA 95603
Page 5 of 9 to Schedule E/F Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 51 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 1: List All Creditors with PRIORITY Unsecured Claims
Creditor's Name, Mailing Address Including Date Claim Was Incurred And C U D Offset Total Claim Priority Amount Zip Code Account Number
Taxes and certain other debts owed to the government 507(a)(8)
2.58 RHODE ISLAND DIVISION OF TAXATION- UNDETERMINED UNDETERMINED INCOME ONE CAPITOL HILL PROVIDENCE, RI 02908-5802
2.59 SAN BERNARDINO COUNTY UNDETERMINED UNDETERMINED TREASURER - TAX COLLECTOR 172 WEST THIRD STREET FIRST FLOOR SAN BERNARDINO, CA 92415-0360
2.60 SAN DIEGO COUNTY TAX COLLECTO UNDETERMINED UNDETERMINED TAX COLLECTOR PO BOX 129009 SAN DIEGO, CA 92112
2.61 SECRETARY OF STATE UNDETERMINED UNDETERMINED ATTN: DEPT. OF BUSINESS SERVIC 501 2ND STREET SPRINGFIELD, IL 62756-5510
2.62 SECRETARY OF STATE LICENSE UNDETERMINED UNDETERMINED RENEWAL JESSE WHITE3701 WINCHESTER ROAD SPRINGFIELD, IL 62707-9700
2.63 SECRETARY OF STATE/STATE OF UNDETERMINED UNDETERMINED CALIFORNIA 1500 11TH STREET 3RD FLOOR SACRAMENTO, CA 95814
2.64 SECRETARY OF STATE-DELAWARE UNDETERMINED UNDETERMINED DIVISION OF CORPORATIONS PO BOX 898 DOVER, DE 19903
2.65 SECRETARY OF STATE-SPRINGFIELD UNDETERMINED UNDETERMINED INDEX DEPARTMENT 111 E. MONROE SPRINGFIELD, IL 62756
2.66 SHELBY COUNTY GOVERNMENT UNDETERMINED UNDETERMINED 6465 MULLINS STATION MEMPHIS, TN 38134
2.67 SHELBY COUNTY TRUSTEE-NOTE PAYEE UNDETERMINED UNDETERMINED SHELBY COUNTY TRUSTEE PO BOX 2751 MEMPHIS, TN 38101-2751
2.68 SOUTH BRUNSWICK TOWNSHIP UNDETERMINED UNDETERMINED 540 RIDGE ROAD MONMOUTH JUNCTION, NJ 08852
2.69 STATE OF CALIFORNIA - DEPT OF UNDETERMINED UNDETERMINED ALCOHOLIC BEVERAGE CONTROL 550 MAIN STREET CINCINNATI, OH 45202
Page 6 of 9 to Schedule E/F Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 52 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 1: List All Creditors with PRIORITY Unsecured Claims
Creditor's Name, Mailing Address Including Date Claim Was Incurred And C U D Offset Total Claim Priority Amount Zip Code Account Number
Taxes and certain other debts owed to the government 507(a)(8)
2.70 STATE OF MICHIGAN UNDETERMINED UNDETERMINED MICHIGAN DEPARTMENT OF TREASUR PO BOX 30113 LANSING, MI 48909
2.71 STATE OF NEW HAMPSHIRE UNDETERMINED UNDETERMINED NH DEPT OF REV ADMIN DOC PROC P.O. BOX 637 CONCORD, NH 03302-0637
2.72 STATE OF NEW JERSEY UNDETERMINED UNDETERMINED DIV. OF ER ACCTS. PO BOX 059 TRENTON, NJ 08625-0059
2.73 STATE OF NEW JERSEY-INCOME TAX UNDETERMINED UNDETERMINED REVENUE PROCESSING CENTER PO BOX 257 TRENTON, NJ 08646-0257
2.74 TENNESSEE DEPARTMENT OF REVENUE- UNDETERMINED UNDETERMINED INCOME TAX 500 DEADERICK STREET ANDREW JACKSON STATE OFFICE BU NASHVILLE, TN 37242
2.75 TENNESSEE DEPARTMENT OF REVENUE- UNDETERMINED UNDETERMINED INCOME TAX ANDREW JACKSON STATE OFFICE 500 DEADERICK STREET NASHVILLE, TN 37242
2.76 TEXAS DEPARTMENT OF STATE HEALTH UNDETERMINED UNDETERMINED SERVICES PO BOX 12008 AUSTIN, TX 78711
2.77 TEXAS SECRETARY OF STATE UNDETERMINED UNDETERMINED P.O. BOX 13697 AUSTIN, TX 78711-3697
2.78 TEXAS STATE COMPTROLLER UNDETERMINED UNDETERMINED PO BOX 13528 AUSTIN, TX 78711-9939
2.79 TOWNSHIP OF SOUTH BRUNSWICK UNDETERMINED UNDETERMINED FIRE SAFETY BUREAU 540 RIDGE ROAD MONMOUTH JUNCTION, NJ 08852
2.80 VIRGINIA DEPT- INCOME TAXATION UNDETERMINED UNDETERMINED PO BOX 1777 RICHMOND, VA 23218-1777
Page 7 of 9 to Schedule E/F Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 53 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 1: List All Creditors with PRIORITY Unsecured Claims
Creditor's Name, Mailing Address Including Date Claim Was Incurred And C U D Offset Total Claim Priority Amount Zip Code Account Number
Taxes and certain other debts owed to the government 507(a)(8)
2.81 VIRGINIA STATE CORPORATION UNDETERMINED UNDETERMINED COMMISSION STATE CORP COMMISSION CLERK'S PO BOX 1197 RICHMOND, VA 23218-1197
2.82 WAYNE COUNTY TREASURER UNDETERMINED UNDETERMINED 401 E MAIN ST. RICHMOND, IN 47374
2.83 WISCONSIN DEPARTMENT OF REVENUE UNDETERMINED UNDETERMINED 819 N 6TH ST MILWAUKEE, WI 53293
Taxes and certain other debts owed to the government 507(a)(8) UNDETERMINED UNDETERMINED Total:
Page 8 of 9 to Schedule E/F Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 54 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 1: List All Creditors with PRIORITY Unsecured Claims
Total: All Creditors with PRIORITY Unsecured Claims UNDETERMINED UNDETERMINED
Page 9 of 9 to Schedule E/F Part 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 55 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
3. List in alphabetical order all of the creditors with nonpriority unsecured claims. If the debtor has more than 6 creditors with nonpriority unsecured claims, fill out and attach the Additional Page of Part 2.
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Surety Bonds
3.1 RLI INSURANCE CO. 9/6/2018 Bond Type: Utility $39,635 9025 NORTH LINDBERGH DRIVE Deposit Bond; PEORIA, IL 61615 CMS293301 Beneficiary: Pacific Gas and Electric Company
Surety Bonds Total: $39,635
Page 1 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 56 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.2 2 MONKEY TRADING, LLC VARIOUS Trade Payables $2,880 3601 VINELAND RD. STE:14 ORLANDO, FL 32811 PCRE000673
3.3 A PLUS MARKETING VARIOUS Trade Payables $18,123 1300 BARCLAY BLVD BUFFALO GROVE, IL 60089 PCRE000003
3.4 ADS ALLIANCE DATA SYSTEMS, INC. VARIOUS Trade Payables $217,016 L-3116 COLUMBUS, OH 43260 PCRE000196
3.5 ADVANCED CREATIVE VARIOUS Trade Payables $26,358 TECHNOLOGY USA, INC 100 JARED DRIVE PCRE000330 BROUSSARD, LA 70518
3.6 ADVANCED INNOVATIVE VARIOUS Trade Payables $4,792 TECHNOLOGIES LLC 530 WILBANKS DRIVE PCRE000013 BALL GROUND, GA 30107
3.7 ALTORFER INDUSTRIES INC VARIOUS Trade Payables $588 #774539 44539 SOLUTIONS CENTER CHICAGO, IL 60677-4005 PCRE000404
3.8 AMERISOURCE FUNDING, INC. VARIOUS Trade Payables $46,932 AMERI SOURCE FUNDING INC PO BOX 4738 PCRE000059 HOUSTON, TX 77210-4738
3.9 AMPELCO RIBBON COMPANY VARIOUS Trade Payables $349 1536 BROOK DRIVE DOWNERS GROVE, IL 60515-1000 PCRE000033
3.10 APPLE PARK VARIOUS Trade Payables $837 1400 EAST ERIE AVE PHILADELPHIA, PA 19124 PCRE000041
3.11 ASSOCIATED VARIOUS Trade Payables $2,570 INTEGRATED SUPPLY CHAIN SOLUTIONS 7954 SOLUTION PCRE000047 CENTER CHICAGO, IL 60677-7009
3.12 AURORA WORLD INC. VARIOUS Trade Payables $7,142 8820 MERCURY LANE PICO RIVERA, CA 90660 PCRE000626
Page 2 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 57 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.13 BABY NEEDS INC VARIOUS Trade Payables $1,620 PO BOX 602951 CHARLOTTE, NC 28260-2951 PCRE000055
3.14 BEAVER PAPER VARIOUS Trade Payables $3,234 PO BOX 890295 CHARLOTTE, NC 28289-0295 PCRE000063
3.15 BECOMING JEWELRY VARIOUS Trade Payables $1,661 22 MAIN ST UNIT B KENNEBUNK, ME 04043 PCRE000064
3.16 BELLEEK POTTERY LTD VARIOUS Trade Payables $1,497 3 MAIN STREET BELLEEK CO FERMANAGH, IRELAND BT93 PCRE000066 3FY E IRAN, ISLAMIC REPUBLIC OF
3.17 BEY-BERK INTERNATIONAL VARIOUS Trade Payables $40,490 9145 DEERING AVENUE CHARTSWORTH, CA 91311 PCRE000072
3.18 BLANKIE TAILS INC VARIOUS Trade Payables $9,320 1436 WELLS DRIVE SUITE 1 BENSALEM, PA 19020 PCRE000074
3.19 BOGARZ, INC VARIOUS Trade Payables $12,849 3680 BEVERLY BLVD LOS ANGELES, CA 90004 PCRE000080
3.20 BOUNCE EXCHANGE VARIOUS Trade Payables $9,061 535 FIFTH AVE 30TH FLOOR NEW YORK, NY 10017 PCRE000084
3.21 BROUK AND CO VARIOUS Trade Payables $1,523 1933 S BROADWAY SUITE 853 LOS ANGELES, CA 90007 PCRE000087
3.22 CARSON HOME ACCENTS VARIOUS Trade Payables $46,670 189 FOREMAN ROAD FREEPORT, PA 16229 PCRE000099
3.23 CATHOLIC BOOK PUBLISHING CORP VARIOUS Trade Payables $11,573 77 WEST END ROAD TOTOWA, NJ 07512 PCRE000103
Page 3 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 58 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.24 CATHY'S CONCEPTS VARIOUS Trade Payables $1,828 3229 N. SHADELAND AVE INDIANAPOLIS, IN 46226 PCRE000104
3.25 CENTERPOINT VARIOUS Trade Payables $205,411 3310 N. ELSTON AVE CHICAGO, IL 60618 PCRE000106
3.26 CHART METAL WORKS VARIOUS Trade Payables $324 1 PLEASANT STREET SUITE 2E PORTLAND, ME 04101 PCRE000111
3.27 CHRISTIAN BRANDS VARIOUS Trade Payables $8,916 1013 VETERANS DRIVE LEWISBURG, TN 37091 PCRE000116
3.28 CINTAS FIRST AID & SAFETY VARIOUS Trade Payables $2,923 PO BOX 631025 CINCINNATI, OH 45263-1025 PCRE000118
3.29 CLINGMANS CORPORATION LIMITED VARIOUS Trade Payables $12,078 12TH FLOOR RUTTONJEE HOUSE 11 DUDDELL STREET CENTRAL PCRE000122 HONG KONG CHINA
3.30 COASTAL BUSINESS SUPPLIES INC VARIOUS Trade Payables $29,661 2444 NORTHLINE INDUSTRIAL DR MARYLAND HEIGHTS, MO 63043 PCRE000124
3.31 COASTER & FRAMICK VARIOUS Trade Payables $21,156 NO. 609 LIN SEN NORTH RD 10TH FLOOR PCRE000125 TAIPEI, TAIWAN TAIWAN, PROVINCE OF CHINA
3.32 COMM EDISON (CORP) VARIOUS Trade Payables $22,965 PO BOX 6111 CAROL STREAM, IL 60197-6111 PCRE000127
3.33 COMMEMORATIVE BRANDS INC VARIOUS Trade Payables $2,783 PO BOX 149056 AUSTIN, TX 78714-9056 PCRE000128
3.34 COMMONWEALTH TOY & NOVELTY VARIOUS Trade Payables $6,836 CO., INC. 980 SIXTH AVE 3RD FLOOR PCRE000693 NEW YORK, NY 10018
Page 4 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 59 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.35 CONTEMPO LIMITED/STATE CORP VARIOUS Trade Payables $1,047 FLAT H 12/F HIGH WIN FACTORY NO 47 HOI YUEN RD KWUN TONG PCRE000133 KOWLOON, HKG HONG KONG
3.36 CONTINENTAL DATALABEL VARIOUS Trade Payables $678 1855 FOX LANE ELGIN, IL 60123 PCRE000134
3.37 COTTAGE GARDEN COLLECTIONS VARIOUS Trade Payables $2,074 9006 SOLUTION CENTER CHICAGO, IL 60677-9000 PCRE000137
3.38 CREATIVE GIFTS INT'L VARIOUS Trade Payables $18,035 P O BOX 225 CANTON, MA 02021 PCRE000142
3.39 CRITEO CORP VARIOUS Trade Payables $25,760 PO BOX 392422 PITTSBURGH, PA 15251-9422 PCRE000145
3.40 CROWN LIFT TRUCKS VARIOUS Trade Payables $10,286 PO BOX 641173 CINCINNATI, OH 45264-1173 PCRE000147
3.41 CUBBYHOLE VARIOUS Trade Payables $28,205 1090 ROCK RD UNITS 1&2 EAST DUNDEE, IL 60118 PCRE000149
3.42 D&K JEWELRY BY DESIGN INC VARIOUS Trade Payables $22,041 7950 SOUTH MILITARY TRAIL #204 LAKE WORTH, FL 33463 PCRE000153
3.43 DAVE'S HUMIDORS VARIOUS Trade Payables $252 217 HOBBS STREET STE 107 TAMPA, FL 33619 PCRE000676
3.44 DECAL SOLUTIONS UNLIMITED INC VARIOUS Trade Payables $1,226 3110 NORTH ARLINGTON HEIGHTS ROAD PCRE000160 ARLINGTON HEIGHTS, IL 60004
3.45 DEMDACO VARIOUS Trade Payables $17,959 PO BOX 803314 KANSAS CITY, MO 64180-3314 PCRE000166
Page 5 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 60 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.46 DICKSONS INC VARIOUS Trade Payables $2,500 LBX #774388 4388 SOLUTIONS CENTER PCRE000171 CHICAGO, IL 60677-4003
3.47 DIME EMB LLC VARIOUS Trade Payables $2,559 10495 OLYMPIC DR DALLAS, TX 75220 PCRE000688
3.48 DM MERCHANDISING VARIOUS Trade Payables $3,924 835 N CHURCH STREET ELMHURST, IL 60126 PCRE000174
3.49 DRYTAC HOT PRESS VARIOUS Trade Payables $3,349 5601 EASTPORT BLVD RICHMOND, VA 23231 PCRE000176
3.50 DUNE JEWELRY INC. VARIOUS Trade Payables $226 1 WESTINGHOUSE PLAZA BUILDING D SUITE 7 PCRE000583 HYDE PARK, MA 02136
3.51 DVB, INC VARIOUS Trade Payables $1,784 611 BROADWAY SUITE 624 NEW YORK, NY 10012 PCRE000317
3.52 EASEL MOMENTS, INC. VARIOUS Trade Payables $5,718 974 S. CANYON HEIGHTS DR. ANAHEIM, CA 92808 PCRE000637
3.53 EDMONDS INCORPORATED VARIOUS Trade Payables $3,935 626 EXECUTIVE DRIVE WILLOWBROOK, IL 60527 PCRE000184
3.54 EGM INC VARIOUS Trade Payables $385 1010 MORSE AVENUE UNIT D SCHAUMBURG, IL 60193 PCRE000186
3.55 ELITE HARDGOODS CO., LTD. VARIOUS Trade Payables $11,278 RM 8301 JINDUXI RD 418 SONGJIANG AREA PCRE000639 SHANGHAI CHINA
3.56 EMPORIUM LEATHER VARIOUS Trade Payables $10,106 501 PENHORN AVENUE #9 SECAUCUS, NJ 07094 PCRE000190
Page 6 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 61 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.57 ENTERTAINMENT HSP ACQUISITION VARIOUS Trade Payables $17 LLC LB 6553 SOLUTION CENTER PCRE000193 CHICAGO, IL 60677-6005
3.58 EPILOG CORPORATION VARIOUS Trade Payables $6,245 DBA EPILOG LASER 16371 TABLE MOUNTAIN PARKWAY PCRE000195 GOLDEN, CO 80403
3.59 ERIN GALLAGHER INC VARIOUS Trade Payables $264 1013 W WEBSTER AVE CHICAGO, IL 60614 PCRE000198
3.60 ERIN LOCKWOOD VARIOUS Trade Payables $290 752 NE 11TH ST BEND, OR 97701 PCRE000606
3.61 EXCEL FORMS & GRAPHICS INC VARIOUS Trade Payables $13,643 2410 SOUTH RIVER ROAD DES PLAINES, IL 60018 PCRE000202
3.62 EXPEDITORS TRADEWIN, LLC VARIOUS Trade Payables $11,913 1015 THIRD AVENUE 1ST FLOOR SEATTLE, WA 98104-1190 PCRE000671
3.63 FACEBOOK INC VARIOUS Trade Payables $773,489 15161 COLLECTIONS CENTER DRIVE ATTN: ACCOUNTS PCRE000206 RECEIVABLE CHICAGO, IL 60693
3.64 FAMOUS ASSOCIATES VARIOUS Trade Payables $37,094 HANS CHANG 2FL 555 FAHUAZHEN RD PCRE000208 SHANGHAI, SHANGHAI 200052 CHINA
3.65 FEDERAL EXPRESS CORPORATION VARIOUS Trade Payables $14,527 P.O. BOX 371741 PITTSBURGH, PA 15250-7741 PCRE000625
3.66 FEDEX FREIGHT VARIOUS Trade Payables $9,217 PO BOX 223125 PITTSBURGH, PA 15250-2125 PCRE000212
3.67 FLUENT EDGE VARIOUS Trade Payables $1,170 250 NORTHWEST BLVD #105 COEUR D'ALENE, ID 83814-1771 PCRE000217
Page 7 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 62 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.68 FORT DEARBORN ENTERPRISES VARIOUS Trade Payables $19,660 4115 WEST SAINT CHARLES RD. BELLWOOD, IL 60104 PCRE000728
3.69 GRAINGER INC VARIOUS Trade Payables $2,071 DEPT 847922671 PALATINE, IL 60038-0001 PCRE000233
3.70 GREEN LEAF CAFÉ & CATERING VARIOUS Trade Payables $153 3661 VALLEY CNTR DR 160 SAN DIEGO, CA 92130 PCRE000236
3.71 GRIMCO, INC VARIOUS Trade Payables $12,799 1585 FENCORP DRIVE FENTON, MO 63026 PCRE000237
3.72 HAMPTON POPCORN - MJC VARIOUS Trade Payables $8,759 CONFECTIONS 999 S OYSTER BAY RD BUILDING PCRE000243 500 BETHPAGE, NY 11714
3.73 HOFFMAN BROTHERS VARIOUS Trade Payables $171 1795 BIRCHWOOD AVENUE DES PLAINES, IL 60018-3005 PCRE000254
3.74 HOOKSET, ENTERPRISES, LLC VARIOUS Trade Payables $13,219 710 LANDWEHR ROAD NORTHBROOK, IL 60062-2337 PCRE000633
3.75 I SEE ME, LLC VARIOUS Trade Payables $31,400 PO BOX 29245 MINNEAPOLIS, MN 55429 PCRE000257
3.76 IDENTITY DIRECT (ORTEGA) VARIOUS Trade Payables $177 125 E ALGONQUIN RD ARLINGTON HEIGHTS, IL 60005 PCRE000259
3.77 IDNA SERIES LLC/SPORTULA VARIOUS Trade Payables $9,175 PRODUCTS 800 SOUTH BUFFALO STREET PCRE000260 WARSAW, IN 46580
3.78 IKONICS CORPORATION VARIOUS Trade Payables $302 BOX 88807 MILWAUKEE, WI 53288-0807 PCRE000263
Page 8 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 63 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.79 ILLINOIS COMMUNICATIONS SALES VARIOUS Trade Payables $75 300 N OGDEN AVE CHICAGO, IL 60607 PCRE000265
3.80 INTERTEK TESTING SERVICES VARIOUS Trade Payables $31,409 HONG KONG LTD 11/F GARMENT CENTRE 576 PCRE000665 CASTLE PEAK ROAD CHINA
3.81 INTERTEK TESTING SERVICES N.A. VARIOUS Trade Payables $1,272 INC. 3933 US ROUTE 11 PCRE000615 CORTLAND, NY 13045
3.82 IRON MOUNTAIN VARIOUS Trade Payables $335 PO BOX 27128 NEW YORK, NY 10087-7128 PCRE000272
3.83 IT SUPPLIES VARIOUS Trade Payables $7,639 5100 NEWPORT DRIVE ROLLING MEADOWS, IL 60008 PCRE000273
3.84 ITNH, INC VARIOUS Trade Payables $26,439 150 DOW STREET MANCHESTER, NH 03101 PCRE000687
3.85 J & P SECURITY SERVICES VARIOUS Trade Payables $15,970 1650 CHAUSER LANE WOODRIDGE, IL 60517 PCRE000274
3.86 JDS INDUSTRIES VARIOUS Trade Payables $51,835 PO BOX 84806 SIOUX FALLS, SD 57118-4806 PCRE000282
3.87 JESSEN MEDIA VARIOUS Trade Payables $13,156 3990 ALABAMA AVENUE ST LOUIS PARK, MN 55416 PCRE000284
3.88 JK ADAMS VARIOUS Trade Payables $18,443 1430 ROUTE 30 DORSET, VT 05251 PCRE000285
3.89 KA&F GROUP LLC VARIOUS Trade Payables $12,698 11722 SORRENTO VALLEY ROAD #G1 PCRE000291 SAN DIEGO, CA 92121
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Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.90 KAY BERRY COMPANY VARIOUS Trade Payables $3,874 6301 N NOAH DRIVE SAXONBURG, PA 16056 PCRE000294
3.91 KEIM LUMBER COMPANY VARIOUS Trade Payables $4,641 4465 RT 557 PO BOX 6 CHARM, OH 44617 PCRE000297
3.92 KEMP ENTERPRISES, INC. VARIOUS Trade Payables $460 PO BOX 824223 FARMINGTON, ME 04938 PCRE000298
3.93 KINDRED HEARTS VARIOUS Trade Payables $11,063 23827 W INDUSTRIAL DR SOUTH PLAINFIELD, IL 60585 PCRE000303
3.94 KONICA MINOLTA BUSINESS VARIOUS Trade Payables $3,616 SOLUTIONS U.S.A., INC 101 WILLIAMS DR. PCRE000702 RAMSEY, NJ 07446
3.95 KORNIT DIGITAL NORTH AMERICA VARIOUS Trade Payables $47,814 10541 NORTH COMMERCE STREET MEQUON, WI 53092 PCRE000305
3.96 KURT S ADLER INC VARIOUS Trade Payables $340 122 E.42ND STREET 2ND FLOOR NEW YORK, NY 10168 PCRE000309
3.97 LANCASTER IMAGEWORKS, INC VARIOUS Trade Payables $596 60 LYMAN DRIVE WILLISTON, VT 05495 PCRE000566
3.98 L'ART DE CHINE VARIOUS Trade Payables $24,432 29450 UNION CITY BLVD UNION CITY, CA 94587 PCRE000312
3.99 LEED'S VARIOUS Trade Payables $3,387 3095 SOLUTIONS CENTER DRIVE CHICAGO, IL 60677-3000 PCRE000319
3.100 LEIBL & KIRKWOOD VARIOUS Trade Payables $1,410 12250 EL CAMINO REAL #350 SAN DIEGO, CA 92130 PCRE000597
Page 10 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 65 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.101 LEO LICENSING LLC VARIOUS Trade Payables $1 8573 MEDLIN ROAD BAXTER, TN 38544 PCRE000322
3.102 LIBBEY INC VARIOUS Trade Payables $18,191 PO BOX 93864 CHICAGO, IL 60673-3864 PCRE000326
3.103 LINDA PICKEN VARIOUS Trade Payables $12 1307 OZARK ACRES ROAD BENTONVILLE, AR 72712 PCRE000328
3.104 LINDENMEYR CENTRAL VARIOUS Trade Payables $17,010 3 MANHATTANVILLE RD PURCHASE, NY 10577-2123 PCRE000596
3.105 LORENZO USA VARIOUS Trade Payables $9,685 550 S HILL ST SUITE 1401 LOS ANGELES, CA 90013 PCRE000331
3.106 M BLOCK & SONS INC VARIOUS Trade Payables $543 1079 PAYSPHERE CIRCLE CHICAGO, IL 60674-1079 PCRE000334
3.107 MABEL CHONG VARIOUS Trade Payables $2,283 3242 SACRAMENTO SAN FRANSISCO, CA 94115 PCRE000336
3.108 MADE MODERN, LLC VARIOUS Trade Payables $20,405 20 VESEY ST. SUITE 200 NEW YORK, NY 10007 PCRE000725
3.109 MAILING ASSISTANCE IN VARIOUS Trade Payables $2,902 LAFAYETTE, INC. 526 NORTH EARL AVENUE PCRE000617 LAFAYETTE, IN 47903
3.110 MAP MARKETING LTD VARIOUS Trade Payables $1,162 UNIT 4 HATHERLEIGH INDUSTRIAL ESTATE PCRE000339 HATHERLEIGH, ENGLAND EX20 3LP UNITED KINGDOM
3.111 MAPLE LANDMARK INC VARIOUS Trade Payables $7,539 1297 EXCHANGE STREET MIDDLEBURY, VT 05753 PCRE000571
Page 11 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 66 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.112 MARYLAND CHINA COMPANY VARIOUS Trade Payables $11,762 54 MAIN STREET REISTERTOWN, MD 21136 PCRE000344
3.113 MCCLOUD SERVICES VARIOUS Trade Payables $710 ATTN ACCT DEPT 1635 NORTH LANCASTER RD PCRE000346 SOUTH ELGIN, IL 60177
3.114 MCMASTER CARR SUPPLY VARIOUS Trade Payables $4,539 COMPANY P O BOX 7690 PCRE000347 CHICAGO, IL 60680-7690
3.115 MEI WAH CO VARIOUS Trade Payables $8,679 645 BATTERY ST SAN FRANSISCO, CA 94111 PCRE000349
3.116 MELISSA & DOUG VARIOUS Trade Payables $1,978 PO BOX 590 WESTPORT, CT 06881 PCRE000350
3.117 MICROSOFT ONLINE INC (MSN) VARIOUS Trade Payables $107,440 PO BOX 847543 DALLAS, TX 75284-7543 PCRE000353
3.118 MILLEN,WHITE,ZELANO&BRANIGAN VARIOUS Trade Payables $2,147 2200 CLAREEDON BLVD SUITE 1400 AELINGTON, VA 22201 PCRE000357
3.119 MODERNE GLASS COMPANY VARIOUS Trade Payables $2,243 1000 INDUSTRIAL BLVD ALIQUIPPA, PA 15001-4874 PCRE000361
3.120 MOSCOT, MELISSA VARIOUS Trade Payables $29 29160 QUAIL RUN DRIVE AGOURA HILLS, CA 91301 PCRE000724
3.121 MULTI-TEMPS VARIOUS Trade Payables $132,885 1821 NORTH MANNHEIM RD STONE PARK, IL 60165 PCRE000368
3.122 NAWROCKI SYSTEMS INC VARIOUS Trade Payables $128 820 AUDUBON CT AURORA, IL 60506 PCRE000373
Page 12 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 67 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.123 NAZDAR COMPANY VARIOUS Trade Payables $43,068 PO BOX 71097 CHICAGO, IL 60694-1097 PCRE000374
3.124 NICOR GAS (CORP) VARIOUS Trade Payables $1,426 PO BOX 0632 AURORA, IL 60507-0632 PCRE000378
3.125 NO BOUNDARIES, INC VARIOUS Trade Payables $25 789 GATEWAY CENTER WAY SAN DIEGO, CA 92102 PCRE000634
3.126 OFFICE DEPOT VARIOUS Trade Payables $294 PO BOX 88040 CHICAGO, IL 60680-1040 PCRE000379
3.127 ORE ORIGINALS VARIOUS Trade Payables $3,644 1357 CORONADO AVE LONG BEACH, CA 90804 PCRE000387
3.128 OTIS ELEVATOR COMPANY VARIOUS Trade Payables $843 PO BOX 73579 CHICAGO, IL 60673-7579 PCRE000391
3.129 P GRAHAM DUNN VARIOUS Trade Payables $15,001 630 HENRY STREET DALTON, OH 44618 PCRE000392
3.130 PAC OPERATING LTD PARTNER VARIOUS Trade Payables $347,728 PO BOX 742339 LOS ANGELES, CA 90074-2339 PCRE000394
3.131 PACIFIC CONCEPTS INC VARIOUS Trade Payables $518 390 FIFTH AVE #703 NEW YORK, NY 10018 PCRE000395
3.132 PARK VENDING INC VARIOUS Trade Payables $828 420 HILL AVE AURORA, IL 60505 PCRE000403
3.133 PEARHEAD INC VARIOUS Trade Payables $28,033 20 JAY STREET UNIT 301 BROOKLYN, NY 11201 PCRE000407
3.134 PICNIC TIME INC VARIOUS Trade Payables $1,381 5131 MAUREEN LANE MOORPARK, CA 93021 PCRE000410
Page 13 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 68 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.135 PICTURE IT PERSONAL INC VARIOUS Trade Payables $20,101 54 FENWOOD ROAD MAHOPAC, NY 10541 PCRE000409
3.136 PIYAPOOM JEWELRY CO LTD VARIOUS Trade Payables $1,288 21/16-17 SOI SUKHUMVIT 49 SUKHUMVIT ROAD KLONGTON-NUE PCRE000414 WATTANA DISTRICT, BANGKOK 10110 THAILAND
3.137 PLUSH CASHMERE VARIOUS Trade Payables $3,750 501 TOPSIDE PL DIAMOND BAR, CA 91765 PCRE000416
3.138 PREMIER PACKAGING VARIOUS Trade Payables $97,277 3254 RELIABLE PARKWAY CHICAGO, IL 60686 PCRE000421
3.139 PRINTS CHARMING VARIOUS Trade Payables $4,378 PO BOX 425 LAKE PARK, IA 51347 PCRE000424
3.140 QUAD GRAPHICS VARIOUS Trade Payables $195,777 PO BOX 644840 PITTSBURGH, PA 15264-4840 PCRE000431
3.141 RARE SEED DESIGN, INC. VARIOUS Trade Payables $4,305 8567 VENICE BLVD LOS ANGELES, CA 90034 PCRE000719
3.142 RAWLINGS SPORTING GOODS VARIOUS Trade Payables $1,980 PO BOX 910212 DALLAS, TX 75391 PCRE000437
3.143 REPUBLIC SERVICES VARIOUS Trade Payables $2,486 PO BOX 9001154 LOUISVILLE, KY 40290-1154 PCRE000440
3.144 ROMAN INC VARIOUS Trade Payables $1,482 8027 SOLUTIONS CIRCLE CHICAGO, IL 60677-8000 PCRE000444
3.145 ROMANOFF PRODUCTS INC. VARIOUS Trade Payables $2,565 11 BROOKSIDE AVE CHATHAM, NY 12037 PCRE000630
Page 14 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 69 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.146 RYDER TRANSPORTATION VARIOUS Trade Payables $3,344 SERVICES PO BOX 96723 PCRE000449 CHICAGO, IL 60693-6723
3.147 S&S ACTIVEWEAR LLC VARIOUS Trade Payables $25,548 8089 SOLUTIONS CENTER CHICAGO, IL 60677-8000 PCRE000451
3.148 SESAME WORKSHOP VARIOUS Trade Payables $8,943 ONE LINCOLN PLAZA NEW YORK, NY 10023 PCRE000614
3.149 SIGNATURE GIFTS INC VARIOUS Trade Payables $19,716 1592 HART STREET RAHWAY, NJ 07065 PCRE000467
3.150 SLEE CORPORATION VARIOUS Trade Payables $18,848 PO BOX 410845 CHICAGO, IL 60641-0845 PCRE000472
3.151 SOURCEBOOKS INC VARIOUS Trade Payables $3,491 PO BOX 4410 NAPERVILLE, IL 60567-4410 PCRE000476
3.152 SPSI INC/EQUIPMENT WERKS VARIOUS Trade Payables $3,274 9825 85TH AVENUE #100 MAPLE GROVE, MN 55369 PCRE000480
3.153 STEPHEN JOSEPH VARIOUS Trade Payables $28,925 4302 IRONTON LUBBOCK, TX 79407 PCRE000483
3.154 SUPPLY TIGERS, INC. VARIOUS Trade Payables $3,726 4200 COMMERCE COURT SUITE 300 LISLE, IL 60532 PCRE000694
3.155 SURESTAFF INC VARIOUS Trade Payables $239,031 7083 SOLUTION CENTER CHICAGO, IL 60677-7000 PCRE000488
3.156 TAYLOR CORPORATION VARIOUS Trade Payables $6,060 600 ALBANY ST. DAYTON, OH 45417 PCRE000697
Page 15 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 70 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.157 TERRY TOWN VARIOUS Trade Payables $6,023 1440 INNOVATIVE DRIVE #300 SAN DIEGO, CA 92154 PCRE000493
3.158 TEXAS SECRETARY OF STATE VARIOUS Trade Payables $750 P.O. BOX 13697 AUSTIN, TX 78711-3697 PCRE000727
3.159 THE URBAN AGRICULTURE VARIOUS Trade Payables $4,650 COMPANY LLC 2410 E. 38TH ST. PCRE000622 LOS ANGELES, CA 90058
3.160 THOUSAND OAKS BARREL CO. VARIOUS Trade Payables $4,363 9124 I-BEAM LANE MANASSAS, VA 20110 PCRE000704
3.161 THREE BROTHERS LLC VARIOUS Trade Payables $504 4514 COLE AVE #200 DALLAS, TX 75205 PCRE000686
3.162 TNL GLOBAL INC VARIOUS Trade Payables $1,348 726 E MAIN STREET SUITE F-260 LEBANON, OH 45036-1900 PCRE000500
3.163 TORONTO PUBLISHING INC VARIOUS Trade Payables $2,543 3830 SANDSTONE CT NEW SYMRNA BEACH, FL 32169 PCRE000503
3.164 TRAVELON VARIOUS Trade Payables $4,092 LOCKBOX 774407 4407 SOLUTION CENTER PCRE000505 CHICAGO, IL 60677-4004
3.165 TRINCO-TRINITY TOOL COMPANY VARIOUS Trade Payables $2,912 34600 COMMERCE ROAD PO BOX 98 FRASER, MI 48026-0098 PCRE000512
3.166 TRUE FABRICATIONS, INC. VARIOUS Trade Payables $21 154 N. 35TH STREET SEATTLE, WA 98103 PCRE000608
3.167 TWELVE TIMBERS, INC VARIOUS Trade Payables $445 418 WEST INDUSTRIAL PARK RD. RICHFIELD, UT 84701 PCRE000703
Page 16 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 71 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.168 UMBRA, LLC VARIOUS Trade Payables $1,980 1705 BROADWAY BUFFALO, NY 14212 PCRE000616
3.169 UNISTAFF, INC. VARIOUS Trade Payables $75,935 301 E. NORTH AVE. MELROSE PARK, IL 60164 PCRE000629
3.170 UNITED RENTALS NORTH AMERICA VARIOUS Trade Payables $675 INC PO BOX 840514 PCRE000518 DALLAS, TX 75284-0514
3.171 UNIVERSAL WOODS VARIOUS Trade Payables $39,986 2600 GRASSLAND DRIVE LOUISVILLE, KY 40299 PCRE000520
3.172 UPM GLOBAL, LLC VARIOUS Trade Payables $7,498 9010 ETON AVE CANOGA PARK, CA 91304 PCRE000516
3.173 UPS FREIGHT VARIOUS Trade Payables $34,685 PO BOX 730900 DALLAS, TX 75373-0900 PCRE000522
3.174 UPS SUPPLY CHAIN SOLUTIONS INC VARIOUS Trade Payables $1,067,575 28013 NETWORK PLACE CHICAGO, IL 60673-1280 PCRE000523
3.175 VALVERT THOMPSON VARIOUS Trade Payables $994 705 MAIN ST. SUITE 50 HOUSTON, TX 77002 PCRE000604
3.176 VERITAS TEKSTIL KONF. PAZ. SAN. VARIOUS Trade Payables $17,147 TIC. A.S. ORGANIZE SANAYI BOLGESI PCRE000632 SERVERGAZI CADDESI NO:10 20330 DENIZLI TURKEY
3.177 WARPED ART PRODUCTION, INC. VARIOUS Trade Payables $5,920 2447 BENEDICT CANYON BEVERLY HILLS, CA 90210 PCRE000601
3.178 WAVERLY INTERNATIONAL INC VARIOUS Trade Payables $159,021 5737 WAVERLY AVENUE LA JOLLA, CA 92307 PCRE000533
Page 17 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 72 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Creditor's Name, Mailing Address Date Claim Was Incurred And C U D Basis For Offset Amount of Claim Including Zip Code Account Number Claim
Trade Payables
3.179 WEST COAST FRAMES LLC VARIOUS Trade Payables $158 PO BOX 13706 PORTLAND, OR 97213 PCRE000534
3.180 WHOLESALE BOUTIQUE, LLC. VARIOUS Trade Payables $11,200 10607 HIGHWAY 707 STE 140 MYRTLE BEACH, SC 29588 PCRE000602
3.181 XEROX CORPORATION VARIOUS Trade Payables $5,073 PO BOX 802555 CHICAGO, IL 60680-2555 PCRE000550
3.182 XTRA LEASE VARIOUS Trade Payables $2,370 PO BOX 219562 KANSAS CITY, MO 64121-9562 PCRE000551
3.183 ZOOMWORKS LLC VARIOUS Trade Payables $690 110 CHESHIRE LANE #200 MINNEAPOLIS, MN 55305 PCRE000556
Trade Payables Total: $5,151,857
Page 18 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 73 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 2: List All Creditors with NONPRIORITY Unsecured Claims
Total: All Creditors with NONPRIORITY Unsecured Claims $5,191,492
Page 19 of 19 to Schedule E/F Part 2 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 74 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 3: List Others to Be Notified About Unsecured Claims
4. List in alphabetical order any others who must be notified for a debt already listed in Part 1. Examples of entities that may be listed are collection agencies, assignees of claims listed above, and attorneys for secured creditors.
Creditor's Name, Mailing Address Including Zip Code On which line in Part 1 did you enter Last 4 digits of account the related creditor? number for this entity
4. 1 NONE
Page 1 of 1 to Schedule E/F Part 3 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 75 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule E/F: Creditors Who Have Unsecured Claims Part 4: Total Amounts of the Priority and Nonpriority Unsecured Claims
5. Add the amounts of priority and nonpriority unsecured claims.
Total of claim amounts
5a. Total claims from Part 1 5a. $0
5b. Total claims from Part 2 5b. + $5,191,492
5c. Total of Parts 1 and 2 5c. $5,191,492
Lines 5a + 5b = 5c.
Page 1 of 1 to Schedule E/F Part 4 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 76 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
1. Does the debtor have any executory contracts or unexpired leases? No. Check this box and file this form with the court with the debtor’s other schedules. There is nothing else to report on this form. Yes. Fill in all of the information below even if the contracts or leases are listed on Schedule A/B: Assets - Real and Personal Property (Official Form 206A/B).
2. List all contracts and unexpired leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
Service and Supply Agreements
2. 1 SUPPLIER AGREEMENT FTD- 2 MONKEY TRADING LLC 3601 VINELAND RD, SUITE 14 CONTRACTS- ORLANDO, FL 32811-5660 00000441
2. 2 SUPPLIER AGREEMENT FTD- ALLIED AEROFOAM PRODUCTS LLC 216 KELSEY LANE CONTRACTS- TAMPA , FL 33619 00000524
2. 3 AMENDMENT #1 TO THE INSERTION FTD- AMPUSH MEDIA, INC. 450 NINTH STREET SECOND ORDER CONTRACTS- FLOOR 00001052 SAN FRANCISCO, CA 94103
2. 4 SUPPLIER AGREEMENT FTD- ASSEMBLY BRANDS LLC DBA W & P 110 VISTA CENTRE DRIVE CONTRACTS- DESIGN FOREST, VA 24551 00000608
2. 5 SUPPLIER AGREEMENT FTD- AURORA WORLD, INC. 8820 MERCURY LANE CONTRACTS- PICO RIVERA, CA 90660 00000583
2. 6 PURCHASE AGREEMENT FTD- BABY NEEDS INC. PO DRAWER 2197 CONTRACTS- BURLINGTON, NC 27216 00000525
2. 7 SUPPLIER AGREEMENT FTD- BIG L BRANDS, INC. DBA MOLLY&YOU 1314 EARLY STREET CONTRACTS- SAC CITY, IA 50583 00001287
2. 8 PURCHASE AGREEMENT FTD- BLOCK HOUSE 5020 W 73RD ST BOX 2131 CONTRACTS- BEDFORD PARK, IL 60499 00000526
Page 1 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 77 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 9 RIDER TO SUPPLIER AGREEMENT FOR FTD- BLUE POPPY JEWELRY 635 EUCLID AVE DROP SHIP VENDORS CONTRACTS- LONG BEACH, CA 90814 00000448
2. 10 SUPPLIER AGREEMENT FTD- BOGARZ INC. 3680 BEVERLY BLVD CONTRACTS- LOS ANGELES, CA 90004 00000572
2. 11 SUPPLIER AGREEMENT FTD- BROOKLYN BREW SHOP, LLC 20 JAY STREET, UNIT 410 CONTRACTS- BROOKLYN , NY 11201 00000465
2. 12 PURCHASE AGREEMENT FTD- C&F ENTERPRISES, INC. 819 BLUE CRAB RD CONTRACTS- NEWPORT NEWS, VA 23606 00000527
2. 13 PURCHASE AGREEMENT FTD- CARSON HOME ACCOUNTS 189 FOREMAN RD CONTRACTS- FREPORT, PA 16229 00000528
2. 14 RIDER TO SUPPLIER AGREEMENT FOR FTD- CARVED SOLUTIONS 60 LYMAN DRIVE DROP SHIP VENDORS CONTRACTS- WILLISTON, VT 05495 00000586
2. 15 PURCHASE AGREEMENT FTD- CATHEDRAL ART MEDAL CO INC PO BOX 6146 CONTRACTS- PROVIDENCE, RI 02940 00000529
2. 16 SUPPLIER AGREEMENT FTD- CATHOLIC BOOK PUBLISHING 77 WEST END ROAD CONTRACTS- TOTOWA, NJ 07512 00000530
2. 17 SUPPLIER AGREEMENT FTD- CATHY'S CONCEPTS INC. 6900 E. 30TH ST., STE. A CONTRACTS- INDIANAPOLIS, IN 46219 00000574
2. 18 CHARACTER ARTS CONTRACT FTD- CHARACTER ARTS LLC 37 POND RD AMENDMENT #2 CONTRACTS- WILTON, CT 06897 00000452
Page 2 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 78 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 19 CHARACTER ARTS LLC CONTRACT FTD- CHARACTER ARTS LLC 37 POND RD AMENDMENT #7 CONTRACTS- WILTON, CT 06897 00000450
2. 20 CONTRACT AMENDMENT #6 FTD- CHARACTER ARTS LLC 37 POND RD CONTRACTS- WILTON, CT 06897 00000451
2. 21 CHARACTER ARTS LLC CONTRACT FTD- CHARACTER ARTS, LLC 37 POND RD AMENDMENT #8 CONTRACTS- WILTON , CT 36897 00001147
2. 22 RIDER TO SUPPLIER AGREEMENT FOR FTD- CHART METALWORKS 1 PLEASANT STREET, STE. #2E DROP SHIP VENDORS CONTRACTS- PORTLAND, ME 04101 00000589
2. 23 SUPPLIER AGREEMENT FTD- CLOUD 6, INC. 150 W. WALNUT ST., STE 100 CONTRACTS- GARDENA, CA 90248 00000576
2. 24 PURCHASE AGREEMENT FTD- CREATIVE GIFTS INT'L PO BOX 225 CONTRACTS- CANTON, MA 02021 00000533
2. 25 FULL MAINTENANCE SERVICE FTD- CROWN EQUIPMENT CORPORATION 4100 OLYMPIC BLVD AGREEMENT CONTRACTS- D/B/A CROWN LIFT TRUCKS JOLIET , IL 60431 00000456
2. 26 PLANNED MAINTENANCE & SERVICE FTD- CROWN LIFT TRUCKS PO BOX 641173 AGREEMENT CONTRACTS- CINCINNATI, OH 45264-1173 00000453
2. 27 PLANNED MAINTENANCE & SERVICE FTD- CROWN LIFT TRUCKS PO BOX 641173 AGREEMENT CONTRACTS- CINCINNATI, OH 45264-1173 00000454
2. 28 PLANNED MAINTENANCE & SERVICE FTD- CROWN LIFT TRUCKS PO BOX 641173 AGREEMENT CONTRACTS- CINCINNATI, OH 45264-1173 00000455
Page 3 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 79 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 29 RIDER TO SUPPLIER AGREEMENT FOR FTD- DAVE'S HUMIDORS, INC. DBA CHEAP 217 HOBBS STREET, UNIT #107 DROP SHIP VENDORS CONTRACTS- HUMIDORS TAMPA, FL 33619 00000561
2. 30 RIDER TO SUPPLIER AGREEMENT FOR FTD- DAVE'S HUMIDORS, INC. DBA CHEAP 217 HOBBS STREET, UNIT #107 DROP SHIP VENDORS CONTRACTS- HUMIDORS TAMPA, FL 33619 00000590
2. 31 SUPPLIER AGREEMENT FTD- DAVE'S HUMIDORS, INC. DBA CHEAP 217 HOBBS STREET, UNIT #107 CONTRACTS- HUMIDORS TAMPA, FL 33619 00000562
2. 32 SUPPLIER AGREEMENT FTD- DAVE'S HUMIDORS, INC. DBA CHEAP 217 HOBBS STREET, UNIT #107 CONTRACTS- HUMIDORS TAMPA, FL 33619 00000591
2. 33 PURCHASE AGREEMENT FTD- DICKSONS, INC. PO BOX 368 CONTRACTS- SEYMOR, IN 47274 00000535
2. 34 CONTRACT FOR PURCHASE AND FTD- DIRECTNET SOLUTIONS, LLC. DBA 100 EAST LINTON BLVD, SUITE SERVICE CONTRACTS- VENDORNET 307B 00000834 DELRAY BEACH, FL 33483
2. 35 SUPPLIER AGREEMENT FTD- DUKE CANNON SUPPLY COMPANY LLC 5357 52ND STREET, SUITE G CONTRACTS- GRAND RAPIDS, MI 00000609
2. 36 RIDER TO SUPPLIER AGREEMENT FOR FTD- DUNE JEWELRY INC. 1 WESTINGHOUSE PLAZA A301 DROP SHIP VENDORS. CONTRACTS- BOSTON , MA 02136 00000592
2. 37 SUPPLIER AGREEMENT FTD- EASEL MOMENTS, INC 930 E ORANGETHORPE AVE, CONTRACTS- SUITE B 00000458 ANAHEIM, CA 92801
2. 38 SUPPLIER AGREEMENT FTD- ELITE HARDGOODS CO. LTD. RM 8301 JUNDUXI 418 SONGJIANG CONTRACTS- AREA 00000466 SHANGHAI 201612 CHINA
Page 4 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 80 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 39 MAINTENANCE AGREEMENT FTD- ELK GROVE MECHANICAL 1004 MORSE AVE CONTRACTS- SCHAUMBURG, IL 60193 00000459
2. 40 SUPPLIER AGREEMENT FTD- ENCOMPAS GROUP DBA THE PILLOW 615 MACON RD CONTRACTS- FACTORY MCDOOUGH, GA 30253 00000467
2. 41 SUPPLIER AGREEMENT FTD- FAMOUS ASSOCIATES, INC. 4F NO.11 LN 35, JIHU RD NEIHU CONTRACTS- DIST 00000461 TAIPEI TAIWAN TAIWAN, PROVINCE OF CHINA
2. 42 SUPPLIER AGREEMENT FTD- FFD DESIGNS U.S. LTD. 105 W BEAVER CREEK RD, UNIT 7 CONTRACTS- RICHMOND HILLL, ON L4B 1C6 00000462 CANADA
2. 43 SERVICES AGREEMENT FTD- FLUENTEDGE TECHNOLOGIES, INC. 610 W. HUBBARD STREET, SUITE CONTRACTS- 201 00000777 COCUR D'ALENE, ID 83814
2. 44 SUPPLIER AGREEMENT FTD- FORTESSA TABLEWARE SOLUTIONS, 22601 DAVIS DR CONTRACTS- INC STERLING, VA 20164 00000463
2. 45 SUPPLIER AGREEMENT FTD- HOMETEX WEAVING LLC DBA SIMPLY 500 GUTHRIE RD CONTRACTS- HOME BELTON , SC 29627 00000469
2. 46 SUPPLIER AGREEMENT FTD- HOOKSET ENTERPRISES, LLC D/B/A 710 LANDWEHR ROAD CONTRACTS- DECOPLATE NORTHBROOK, IL 60062-2337 00000595
2. 47 SUPPLIER AGREEMENT FTD- J.K. ADAMS 1430 RT. 30 CONTRACTS- DORSCT, VT 00000542
2. 48 SUPPLIER AGREEMENT FTD- JACK RABBIT CREATIONS, INC. 1039 VANCE AVE. CONTRACTS- ATLANTA, GA 30306 00001284
Page 5 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 81 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 49 ADDITIONAL LICENSE AUTHORIZATION FTD- JDA SOFTWARE, INC. 14400 N. 87TH STREET FORM #4-A: ADDITIONAL LICENSED CONTRACTS- SCOTTSDALE, AZ 85260-3649 SOFTWARE & SERVICES SCHEDULE 00000788
2. 50 SUPPLIER AGREEMENT FTD- KASF GROUP LLC 2680 GREENWOOD AVE CONTRACTS- HIGHLAND PARK, IL 60035 00000544
2. 51 SUPPLIER AGREEMENT FTD- KIDKRAFT INC. 4630 OLIN RD CONTRACTS- DALLAS, TX 75244 00000470
2. 52 SUPPLIER AGREEMENT & DROP SHIP FTD- KINDRED HEARTS, INC 23827 N INDUSTRIAL DR. S ADDENDUM CONTRACTS- PLAINFIELD, IL 60585 00000483
2. 53 SUPPLIER AGREEMENT FTD- KRIS NATIONS JEWELS, INC 242 MAIN ST CONTRACTS- HALF MOON BAY , CA 94019 00000485
2. 54 PC ACQUISITION, INC. PURCHASE FTD- KURT S ADLER INC C/O BLACKWELL 1107 BROADWAY AGREEMENT CONTRACTS- ASSOCIATES NEW YORK, NY 10010 00000546
2. 55 PC ACQUISITION, INC. PURCHASE FTD- LASER REPRODUCTIONS INC. 8255 NORTH CHRISTIANA AVENUE AGREEMENT CONTRACTS- SKOKIE, IL 60076 00000548
2. 56 SUPPLIER AGREEMENT FTD- LATHERGY LLC 38 HARLOW ST CONTRACTS- WORCESTER , MA 01605 00000486
2. 57 SUPPLIER AGREEMENT FTD- LEEDSWORLD, INC. 400 HUNT VALLEY ROAD CONTRACTS- NEW KENSINGTON, PA 15060 00000566
2. 58 SUPPLIER AGREEMENT FTD- MADE MODERN, LLC 20 VESEY ST., SUITE 200 CONTRACTS- NEW YORK, NY 10007 00000610
Page 6 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 82 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 59 PC ACQUISITION, INC. PURCHASE FTD- MANUAL WOODWORKERS AND 3737 HOWARD GAP ROAD AGREEMENT CONTRACTS- WEAVERS INC. HENDERSONVILLE, NC 28792 00000551
2. 60 RIDER TO SUPPLIER AGREEMENT FOR FTD- MGM JEWELRY INC 801 S FLOWER STREET STE 200 DROP SHIP VENDOR CONTRACTS- LOS ANGELES, CA 90017 00000491
2. 61 SUPPLIER AGREEMENT FTD- MGM JEWELRY, LLC 801 S FLOWER ST, STE 200 CONTRACTS- LOS ANGELES, CA 90017 00000489
2. 62 RIDER TO SUPPILER AGREEMENT FOR FTD- MICHAEL GAINES DBA BLUE BLOOD 961 OSAGE DRIVE DROP SHIP VENDORS AND SUPPLIER CONTRACTS- BLACKSHEEP HENDERSON, KY 42420 AGREEMENT 00001101
2. 63 SUPPLIER AGREEMENT FTD- MJC CONFECTIONS LLC DBA 999 S OYSTER BAY RD CONTRACTS- HAMPTON POPCORN COMPANY BETHPAGE , NY 11714 00000468
2. 64 SUPPLIER AGREEMENT FTD- MOONEY, INC DBA VANESSA MOONEY 3719 VERDUGO RD. CONTRACTS- JEWELRY LOS ANGELES, CA 90065 00000552
2. 65 SUPPLIER AGREEMENT FTD- MTMC, INC 12 GOODYEAR, SUITE 120 CONTRACTS- IRVINE, CA 92618 00000549
2. 66 CONTRACT APPROVAL FORM AND FTD- NAFECS LIMITED 38 KWAI HEI STREET STE 1801-7, SUPPLIER AGREEMENT CONTRACTS- METRO LOFT 00000493 KWIA CHUNG HONG KONG
2. 67 SUPPLIER AGREEMENT FTD- NO BOUNDARIES, INC. DBA OOPSY 789 GATEWAY CENTER WAY CONTRACTS- DAISY SAN DIEGO, CA 92102 00000598
2. 68 24/7 SUPPORT STATEMENT OF WORK FTD- ODIN TECHNOLOGIES, LLC 13944 CLEVELAND ST FOR ECOMETRY-2019 CONTRACTS- OREGON CITY, OR 97045 00001141
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Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 69 PC ACQUISITION, INC. PURCHASE FTD- OGGI CORPORATION 1801 1/2 N. ORANGETHORPE PARK AGREEMENT CONTRACTS- ANAHEIM, CA 92801 00000553
2. 70 PC ACQUISITION, INC. PURCHASE FTD- ORNAMENT CENTRAL 41-6 LOMAR PARK DR. AGREEEMENT. CONTRACTS- PEPPERELL, MA 01463 00000615
2. 71 RIDER TO SUPPLIER AGREEMENT FOR FTD- P. GRAHAM DUNN, INC. 630 HENRY STREET DROP SHIP VENDORS CONTRACTS- DALTON, OH 44618 00000616
2. 72 SUPPLIER AGREEMENT FTD- P. GRAHAM DUNN, INC. 630 HENRY STREET CONTRACTS- DAYTON, OH 44618 00000471
2. 73 SUPPLIER AGREEMENT FTD- PEARHEAD INC 20 JAY ST SUITE 301 CONTRACTS- BROOKLYN, NY 11201 00000472
2. 74 PC ACQUISITION, INC. PURCHASE FTD- PERINE LOWE, INC DBA CHILD TO P.O. BOX 533 AGREEMENT CONTRACTS- CHERISH BREA, CA 92822 00000557
2. 75 RIDER TO SUPPLIER AGREEMENT FOR FTD- PLUSH CASHMERE 4616 BLACK WOLF RUN DROP SHIP VENDORS CONTRACTS- EAGAN, MN 55123 00000617
2. 76 SUPPLIER AGREEMENT FTD- PLUSH CASHMERE 501 TOPSIDE PL. CONTRACTS- DIAMOND BAR, CA 91765 00000603
2. 77 SUPPLIER AGREEMENT FTD- PLUSH CASHMERE 4616 BLACK WOLF RUN CONTRACTS- EAGAN, MN 55123 00000618
2. 78 SUPPLIER AGREEMENT FTD- PRAIRIE CREATIONS DBA PRICELESS 114 SLEEPY HOLLOW DR CONTRACTS- PRINTS SHENANDOAH, IA 51601 00000473
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Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 79 SUPPLIER AGREEMENT FTD- RARE SEED DESIGN INC DBA SEMPLI 8567 VENICE BLVD. CONTRACTS- DESIGN LOS ANGELES, CA 90034 00001285
2. 80 PC ACQUISITION, INC. PURCHASE FTD- RAWLINGS SPORTING GOODS 510 MARYVILLE, UNIV. DR, SUITE AGREEMENT CONTRACTS- 110 00000560 ST. LOUIS, MO 63141
2. 81 SUPPLIER AGREEMENT FTD- ROMAN INC. 472 BRIGHTON DR CONTRACTS- BLOOMINGDALE , IL 60108 00000474
2. 82 CONTRACT APPROVAL FORM AND FTD- ROMANOFF PRODUCTS INC 11 BROOKSIDE AVENUE COPY OF SUPPLIER AGREEMENT CONTRACTS- CHATHAM, NY 12037 00000500
2. 83 SUPPLIER AGREEMENT FTD- SCHOOLBAGS FOR KIDS LLC, DBA 1049 MARKET STREET, SUITE 216 CONTRACTS- BIXBEE SAN FRANCISCO, CA 92121 00000604
2. 84 SUPPLIER AGREEMENT FTD- SJ HOME, LLC DBA SPARQ HOME 901 S JASON ST, UNIT B CONTRACTS- DENVER, CO 80223 00000475
2. 85 SUPPLIER AGREEMENT FTD- SOLXEYEWARE LLC 14850 FOLTZ PARKWAY CONTRACTS- STRONGVILLE, OH 44149 00000502
2. 86 SUPPLIER AGREEMENT FTD- SOZO, LLC 29 LAKE STREET CONTRACTS- UNIONVILLE, CT 06085 00000612
2. 87 SUPPLIER AGREEMENT FTD- SPIN MASTER, INC. PMB #10053 300 INTERNATIONAL CONTRACTS- DR., SUITE 100 00000619 WILLIAMSVILLE, NY 14221
2. 88 SUPPLIER AGREEMENT FTD- ST REGIS INTERNATIONAL INC DBA 271 YORKTECH DRIVE CONTRACTS- THE SLEE CORPORATION MARKHAM, ON 00000505 CANADA
Page 9 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 85 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 89 SUPPLIER AGREEMENT FTD- STAK CERAMICS LLC 7800 SUSQUEHANNA STREET CONTRACTS- PITTSBURGH, PA 15208 00001286
2. 90 SUPPLIER AGREEMENT FTD- STEPHEN JOSEPCH, INC. 4302 IRONTON AVE. CONTRACTS- LUBBOCK, TX 79407 00000564
2. 91 SUPPLIER AGREEMENT FTD- STUART MILL ACQUISITIONS INC DBA PO BX 158 1 A GREEN STREET CONTRACTS- THE PAGE SEED COMPANY INC GREENE, NY 13778 00001099
2. 92 SUPPLIER AGREEMENT FTD- TERRY TOWN CORPORATION 1440 INNOVATION DRIVE STE 300 CONTRACTS- SAN DIEGO, CA 92154 00000506
2. 93 SUPPLIER AGREEMENT FTD- THE URBAN AGRICULTURE LLC 4840 EASTGATE MALL CONTRACTS- VERNON, CA 90058 00000508
2. 94 SUPPLIER AGREEMENT FTD- TORRO LLC 1940 3RD AVENUE #405 CONTRACTS- SAN DIEGO, CA 92101 00001100
2. 95 SUPPLIER AGREEMENT FTD- TOTT PRODUCTS LLC DBA TURKEY ON 3000 F DANVILLE BLVD #247 CONTRACTS- THE TABLE ALAMO, CA 94507 00000569
2. 96 CONTRACT APPROVAL FORM WITH FTD- TRUE FABRICATIONS INC 154 N 35TH STREET SUPPLIER AGREEMENT AND RIDER TO CONTRACTS- SEATTLE, WA 98103 SUPPLIER AGREEMENT FOR DROP SHIP 00000507 VENDORS
2. 97 SUPPLIER AGREEMENT FTD- UMBRA LLC 1705 BROADWAY CONTRACTS- BUFFALO, NY 14212 00000476
2. 98 SUPPLIER AGREEMENT FTD- UNIVERSAL WOODS 2600 GRASSLAND DR CONTRACTS- LOUISVILLE, KY 40299 00000477
Page 10 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 86 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 99 SUPPLIER AND FULFILLMENT FTD- VARSITY SPIRIT LLC 6745 LENOX CENTER COURT STE AGREEMENT CONTRACTS- 300 00000509 MEMPHIS, TN 38115
2. 100 AMENDMENT NO. 1 TO THE AMENDED FTD- WALMART INC. 702 SOUTHWEST 8TH STREET AND RESTATED ADDENDUM TO WAL- CONTRACTS- BENTONVILLE, AR 72716-0215 MART STORES SUPPLIER AGREEMENT 00000276 SUPPLIER NUMBER: 232145
2. 101 AMENDMENT NO. 2 TO THE AMENDED FTD- WALMART INC. 702 SOUTHWEST 8TH STREET AND RESTATED ADDENDUM TO THE CONTRACTS- BENTONVILLE, AR 72716-0215 WAL-MART STORES, INC. SUPPLIER 00000277 AGREEMENT (DIRECT SHIP VENDOR SERVICES)
2. 102 ETHICAL SOURCING ADDENDUM TO FTD- WALMART INC. 702 SOUTHWEST 8TH STREET SUPPLIER AGREEMENT FOR DIRECT CONTRACTS- BENTONVILLE, AR 72716-0215 SHIP VENDOR SERVICES 00000280
2. 103 SUPPLIER AGREEMENT FTD- WAL-MART STORES, INC., AND 702 SOUTHWEST 8TH STREET CONTRACTS- AFFILIATES BENTONVILLE, AR 72716-0215 00000279
2. 104 SUPPLIER AGREEMENT FTD- WAVERLY INTERNATIONAL 81624 CAMINO COSETITA CONTRACTS- INDIO, CA 92037 00000478
2. 105 CONTRACT APPROVAL FORM WITH FTD- WHOLESALE BOUTIQUE LLC 10607 HWY 707 STE 140 SUPPLIER AGREEMENT AND RIDER TO CONTRACTS- MYRTLE BEACH, SC 29588 SUPPLIER AGREEMENT FOR DROP SHIP 00000512 VENDOR
2. 106 CONTRACT APPROVAL FORM WITH FTD- ZB SAVOY INC 710 LANDWEHR ROAD SUPPLIER AGREEMENT AND RIDER TO CONTRACTS- NORTHBROOK , IL 60062-2337 SUPPLIER AGREEMENT FOR DROP SHIP 00000517 VENDORS
Page 11 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 87 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
Real Property Leases
2. 107 FIRST AMENDMENT TO LEASE FTD- PAC OPERATING LIMITED 6250 N. RIVER ROAD, SUITE 1100 CONTRACTS- PARTNERSHIP ROSEMONT, IL 60018 00000432
2. 108 FIRST AMENDMENT TO LEASE FTD- PAC OPERATING LIMITED 6250 N. RIVER ROAD, SUITE 1100 AGREEMENT CONTRACTS- PARTNERSHIP ROSEMONT, IL 60018 00000431
Page 12 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 88 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
Other Agreements
2. 109 DONATED PRODUCT AGREEMENT FTD- CHURCH OF JESUS CHRIST LDS SALT 50 E NORTH TEMPLE ST RM 2223 CONTRACTS- LAKE CITY SALT LAKE CITY, UT 84150-3620 00000575
2. 110 FIRE PROTECTION SERVICE FTD- CINTAS CORPORATION 1201 WEST ST CHARLES ROAD AGREEMENT CONTRACTS- MAYWOOD, IL 60153 00000645
2. 111 CUSTOMS POWER OF ATTORNEY FTD- EXPEDITORS INTERNATIONAL OF 1015 THIRD AVENUE 12TH FLOOR CONTRACTS- WASHINGTON, INC. SEATTLE, WA 98104 00000621
2. 112 AGREEMENT FTD- GALWAY IRISH CRYSTAL OLD DUBLIN ROAD CONTRACTS- GALWAY 00000538 IRELAND
2. 113 DONATED PRODUCT AGREEMENT FTD- HOMETOWN-MURRAY AUXILLARY TO 9092 S MAIN ST CONTRACTS- POST 9773- VFW HOMETOWN, IL 60456 00000479
2. 114 ANNUAL SUPPORT AGREEMENT FTD- KORNIT DIGITAL 10541 N. COMMERCE STREET CONTRACTS- MEQUON, WI 53092 00000833
2. 115 PURCHASE AGREEMENT FTD- LEEBER LTD. 115 PENCADER DR. CONTRACTS- NEWARK, DE 19702 00000550
2. 116 PURCHASE AGREEMENT FTD- LIBBEY INC. 300 MADISON AVE. PO BOX 10060 CONTRACTS- TOLEDO, OH 43688 00000614
2. 117 NON-DISCLOSURE AGREEMENT FTD- LORENZO JEWELRY LIMITED 1212, BLK A,FORAL IND CENTRE CONTRACTS- 21 MAN LOK ST, HOK YUEN 00000487 KOWLOON HONG KONG
Page 13 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 89 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
Nature of the Debtor's Interest Expiration Date Contract ID Co-Debtor Name Address
2. 118 LETTER AGREEMENT: RE: PRICING FOR FTD- MVP SYSTEMS SOFTWARE, INC. 2 FOREST PARK DRIVE JAMS CONTRACTS- FARMINGTON, CT 06032 00000829
2. 119 AGREEMENT FTD- PARK VENDING, INC. 420 HILL AVENUE CONTRACTS- AURORA, IL 60505 00000611
2. 120 PC ACQUISITION, INC. INVENTORY FTD- PMC (SHEFFIELD) LTD MONARCH WORKS CATLEY ROAD SHIPPING INSTRUCTIONS CONTRACTS- DARNALL 00000558 SCHEFFIELD, SOUTH YORKSIRE S9 5JF UNITED KINGDOM
2. 121 PC ACQUISITION, INC. INVENTORY FTD- PRECIOUS MOMENTS COMPANY, INC. 4105 CHAPEL ROAD SHIPPING INSTRUCTIONS CONTRACTS- CARTHAGE, MO 64836 00000559
2. 122 TRUCK LEASE AND SERVICE FTD- RYDER TRUCK RENTAL, INC. D/B/A 11690 N.W. 105TH STREET AGREEMENT CONTRACTS- RYDER TRANSPORTATION SERVICES MIAMI, FL 33178 00000501
2. 123 LEASE AGREEMENT FTD- XEROX 201 MERRITT 7 CONTRACTS- NORWALK, CT 06851 00000515
2. 124 LEASE AGREEMENT FTD- XEROX CORPORATION 201 MERRITT 7 CONTRACTS- NORWALK, CT 06851-1056 00000460
2. 125 LEASE AGREEMENT FTD- XEROX CORPORATION 201 MERRITT 7 CONTRACTS- NORWALK, CT 06851 00000516
2. 126 INTELLECTUAL PROPERTY LICENSE FTD- ZOOMWORKS LLC 100 TRACER LN AGREEMENT CONTRACTS- WALTHAM , MA 02451 00000518
Page 14 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 90 of 94
Provide Creations, Inc. Case Number: 19-11254
Schedule G: Executory Contracts and Unexpired Leases
TOTAL NUMBER OF CONTRACTS: 126
Page 15 of 15 to Schedule G Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 91 of 94
Provide Creations, Inc. Case Number: 19-11254 Schedule H: Codebtors
1. Does the debtor have any codebtors? No. Check this box and submit this form to the court with the debtor's other schedules. Nothing else needs to be reported on this form. Yes
2. In Column 1, list as codebtors all of the people or entities who are also liable for any debts listed by the debtor in the schedules of creditors, Schedules D-G. Include all guarantors and co-obligors. In Column 2, identify the creditor to whom the debt is owed and each schedule on which the creditor is listed. If the codebtor is liable on a debt to more than one creditor, list each creditor separately in Column 2.
Column 1 Column 2 Applicable Schedule
Codebtor Name and Mailing Address Creditor Name D E/F G
Refer to Schedule Notes and the following Exhibit
Page 1 of 1 to Schedule H Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 92 of 94 FTD COMPANIES, INC., et al. RESPONSE TO SCHEDULE H CO‐DEBTORS
Facility 1 Facility 2 Facility 3
Description: Revolver A Revolver B Term Loan A Amount: $81,558,605.03 $15,727,065.99 $67,655,824.57
Creditor: BANK OF AMERICA N.A., AS BANK OF AMERICA N.A., AS BANK OF AMERICA N.A., AS ADMINISTRATIVE AGENT ADMINISTRATIVE AGENT ADMINISTRATIVE AGENT Street Address: 901 MAIN STREET 901 MAIN STREET 901 MAIN STREET MAIL CODE TX 1‐492‐14‐12 MAIL CODE TX 1‐492‐14‐12 MAIL CODE TX 1‐492‐14‐12 ATTN: JARED MCCLURE ATTN: JARED MCCLURE ATTN: JARED MCCLURE City, State Zip: DALLAS, TX 75202‐3714 DALLAS, TX 75202‐3714 DALLAS, TX 75202‐3714 Country: USA USA USA
Borrower: FTD COMPANIES, INC. FTD COMPANIES, INC. FTD COMPANIES, INC.
Guarantors: FTD GROUP, INC. FTD GROUP, INC. FTD GROUP, INC. FTD, INC. FTD, INC. FTD, INC. FTD.CA, INC. FTD.CA, INC. FTD.CA, INC. FLORISTS' TRANSWORLD DELIVERY, INC. FLORISTS' TRANSWORLD DELIVERY, INC. FLORISTS' TRANSWORLD DELIVERY, INC. FTD.COM INC. FTD.COM INC. FTD.COM INC. PROVIDE COMMERCE LLC PROVIDE COMMERCE LLC PROVIDE COMMERCE LLC PROVIDE CARDS, INC. PROVIDE CARDS, INC. PROVIDE CARDS, INC. PROVIDE CREATIONS, INC. PROVIDE CREATIONS, INC. PROVIDE CREATIONS, INC. GIFTCO, LLC GIFTCO, LLC GIFTCO, LLC FTD MOBILE, INC. FTD MOBILE, INC. FTD MOBILE, INC.
Non-Obligor Debtor BLOOM THAT, INC. BLOOM THAT, INC. BLOOM THAT, INC. Affiliates: FLOWERFARM, INC. FLOWERFARM, INC. FLOWERFARM, INC. FSC DENVER LLC FSC DENVER LLC FSC DENVER LLC FSC PHOENIX LLC FSC PHOENIX LLC FSC PHOENIX LLC
NOTE: Due to their voluminous nature, and to avoid unnecessary duplication, the Debtors have not included on Schedule H debts for which more than one Debtor may be liable if such debts were already reflected on Schedules E/F or G for the respective Debtors subject to such debt.
Page 1 of 1 Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 93 of 94
Fill in this information to identify the case: Debtor Name: Provide Creations, Inc.
United States Bankruptcy Court for the: District of Delaware Check if this is an amended filing Case Number (if known): 19-11254
Official Form 206Sum
Summary of Assets and Liabilities for Non-Individuals 12/15
Part 1: Summary of Assets
1. Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)
1a. Real property: $0 Copy line 88 from Schedule A/B ......
1b. Total personal property: $12,643,216 Copy line 91A from Schedule A/B ...... +
1c. Total of all property: $12,643,216 Copy line 92 from Schedule A/B ......
Part 2: Summary of Liabilities
2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) $164,941,496 Copy the total dollar amount listed in Column...... A, Amount of claim, from line 3 of Schedule D
3. Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
3a. Total claim amounts of priority unsecured claims: $0 Copy the total claims from Part 1 from...... line 6a of Schedule E/F
3b. Total amount of claims of nonpriority amount of unsecured claims: $5,191,492 Copy the total of the amount of claims from...... Part 2 from line 6b of Schedule E/F
+
4. Total liabilities $170,132,987 Lines 2 + 3a + 3b ......
Page 1 of 1 to Summary of Assets and Liabilities Case 19-11240-LSS Doc 377 Filed 07/13/19 Page 94 of 94
Fill in this information to identify the case and this filing: Debtor Name: Provide Creations, Inc.
United States Bankruptcy Court for the: District of Delaware Case Number (if known): 19-11254
Official Form 202
Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual's position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.
Warning -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
Declaration and Signature
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:
X Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)
X Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
X Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
X Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
X Schedule H: Codebtors (Official Form (206H)
X Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
Amended Schedule ______
Other document that requires a declaration ______
I declare under penalty of perjury that the foregoing is true and correct.
Executed on: July 13, 2019 Signature: /s/ Alan D. Holtz
Alan D. Holtz, Chief Restructuring Officer Name and Title