Current Report Filing (8-k)

LOCAL CORPORATION

Date: December 3, 2015

/s/ Kenneth S. Cragun

Kenneth S. Cragun

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

November 20, 2015

Date of Report (Date of earliest event reported)

LOCAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-34197

33-0849123

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

P.O. Box 50700

Irvine, CA 92619

(Address of principal executive offices, zip code)

(949) 784-0800

(Registrant’s telephone number, including area code)

7555 Irvine Center Drive

Irvine, California 92618

(Former name or former address, if changed since last report)

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

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

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

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

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

Item 7.01 Regulation FD Disclosure.

As previously announced, on June 23, 2015, Local Corporation (the “Registrant” or the “Debtor”) filed a voluntary petition in the United States Bankruptcy Court for the Central District of California (the “Bankruptcy Court”) for reorganization relief (“Reorganization”) under Chapter 11 of title 11 of the United States Code, U.S.C. §§ 101 et seq., as amended (the “Bankruptcy Code”).

On November 20, 2015, the Debtor filed its monthly operating report for the period of October 2015 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1.

Cautionary Statement Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial statements in the Monthly Operating Report are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from the historical periods required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for a period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statements Regarding the Reorganization

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Case. At present, the Company does not expect that it will have any assets to deliver to the holders of the Company’s Common Stock, $0.00001 par value, following completion of the sale process based on current indications of interest and the total amount of debt owed by the Company. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its rejection by the Company’s equity securityholders and notwithstanding the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto (collectively, this “Current Report”) may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact, including estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report should be considered forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions are often used to identify forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Reorganization on the Company’s liquidity or results of operations, changes in the Company’s ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Company’s wind-down of its affairs, the outcome or timing of the Chapter 11 process, the effect of the proceedings that may be brought by third parties in connection with the Chapter 11 process, the ability of the Company to fund the wind-down of its affairs and the timing or amount of any distributions to the Company’s stakeholders. For a discussion of some of the additional risks and important factors that the Company believes could

cause actual results or events to differ from the forward-looking statements that it makes, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results or events to differ from those contained in any forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Limitation on Incorporation by Reference

The information contained in this Current Report, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report is not incorporated by reference into any filings of Local Corporation made under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing unless specifically stated so therein.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits:



Exhibit 99.1		Monthly Operating Report dated November 20, 2015.

SIGNATURES

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

Exhibit Index


Exhibit Number		Description

99.1		Monthly Operating Report dated November 20, 2015.

Exhibit 99.1

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

I. CASH RECEIPTS AND DISBURSEMENTS

A. (GENERAL ACCOUNT*)


1. TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS		7,256,526.36

2. LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS		3,852,082.41

3. BEGINNING BALANCE:		3,404,443.95

4. RECEIPTS DURING CURRENT PERIOD:
Accounts Receivable - Post-filing

Accounts Receivable - Pre-filing	1,965,974.75

General Sales

Other (Specify)

**Other (Specify)

TOTAL RECEIPTS THIS PERIOD:		1,965,974.75

5. BALANCE:		5,370,418.70

6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
Transfers to Other DIP Accounts (from page 2)	0.00

Disbursements (from page 2)	3,007,853.36

TOTAL DISBURSEMENTS THIS PERIOD:***		3,007,853.36

7. ENDING BALANCE:		2,362,565.34

8. General Account Number(s):	XXXXX1477
Depository Name & Location:	Wells Fargo

*	All receipts must be deposited into the general account.

*	Include receipts from the sale of any real or personal property out of the ordinary course of business; attach an exhibit specifying what was sold, to whom, terms, and date of Court Order or Report of Sale.

***	This amount should be the same as the total from page 2.

Page 1 of 10

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

GENERAL ACCOUNT

BANK RECONCILIATION

Bank statement Date:

8/31/2015

Balance on Statement:

2,362,565.34

Plus deposits in transit (a):

Deposit Date

Deposit Amount

TOTAL DEPOSITS IN TRANSIT

0.00

Less Outstanding Checks (a):

Check Number

Check Date

Check Amount

TOTAL OUTSTANDING CHECKS:

0.00

Bank statement Adjustments:

Explanation of Adjustments-

ADJUSTED BANK BALANCE:

2,362,565.34

*	It is acceptable to replace this form with a similar form

**	Please attach a detailed explanation of any bank statement adjustment

Page 2 of 10

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

1. CASH RECEIPTS AND DISBURSEMENTS

C. (Merchant Account)


1. TOTAL RECEIPTS PER ALL PRIOR MERCHANT ACCOUNT REPORTS		2,792,028.01

2. LESS: TOTAL DISBURSEMENTS PER ALL PRIOR Merchant ACCOUNT REPORTS		2,792,028.01

3. BEGINNING BALANCE:		—

4. RECEIPTS DURING CURRENT PERIOD: (Transferred from General Account)		1,887,429.52

5. BALANCE:		1,887,429.52

6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:***		1,887,429.52

7. ENDING BALANCE:		0.00

8. Merchant Account Number(s):	XXX0049
Depository Name & Location:	Square 1 Merchant Account

Page 3 of 10

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:

(Provide a copy of monthly account statements for each of the below)

General Account:

2,362,565.34

Payroll Account:

Tax Account:

*Other Accounts:

Merchant Account:

0.00

*Other Monies:

**Petty Cash (from below):

0.00

TOTAL CASH AVAILABLE:

2,362,565.34

Petty Cash Transactions:

Date

Purpose

Amount

TOTAL PETTY CASH TRANSACTIONS:

0.00

*	Specify the Type of holding (e.g. CD, Savings Account, Investment Security), and the depository name, location & account#

**	Attach Exhibit Itemizing all petty cash transactions

Page 4 of 10

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

II. STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS


Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due




































TOTAL DUE:					0.00

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:


Gross Sales Subject to Sales Tax:

Total Wages Paid:			329,738.33


	Total Post-Petition Amounts Owing		Amount Delinquent		Date Delinquent Amount Due
Federal Withholding		66,201.23

State Withholding		41,482.26

FICA- Employer’s Share		13,995.54

FICA- Employee’s Share		13,995.54

Federal Unemployment

Sales and Use

Real Property

Other:

TOTAL:		135,674.57		0.00

Page 5 of 10

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

IV. AGING OF ACCOUNTS PAYABLE AND RECEIVABLE


	* Accounts Payable		Accounts Receivable
	Post-Petition		Pre-Petition		Post-Petition
30 days or less		2,569,064.13				2,495,250.78

31 - 60 days						198,482.71

61 - 90 days				1,079,122.89

91 - 120 days				906,247.04

Over 120 days				4,421,655.12

TOTAL:		2,569,064.13		6,407,025.05		2,693,733.49

V. INSURANCE COVERAGE

Name of Carrier

Amount of
Coverage

Policy Expiration
Date

Premium Paid
Through (Date)

General Liability

Hartford

3,000,000.00

10/18/2016

Full Paid

Worker’s Compensation

One Beacon

1,000,000.00

4/10/2016

Full Paid

Casualty

Hartford

5,764,000.00

10/18/2016

Full Paid

Vehicle

Hartford

1,000,000.00

10/18/2016

Full Paid

Others:

VI. UNITED STATES TRUSTEE QUARTERLY FEES

(TOTAL PAYMENTS)


Quarterly Period Ending (Date)	Total Disbursements		Quarterly Fees		Date Paid		Amount Paid		Quarterly Fees Still Owing
30-Jun-2015		256,888.91		1,950.00		1-Aug-2015		1,950.00		0.00

30-Sep-2015		7,006,848		12,675.00		30-Oct-2015		12,675.00		0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

										0.00

				14,625.00				14,625.00		0.00

Post-Petition Accounts Payable SHOULD NOT include professionals’ fees and expenses which have been incurred but not yet awarded by the court. Post-Petition Accounts Payable SHOULD include professionals’ fees and expenses authorized by Court Order but which remain unpaid as of the close of the period report

Page 11 of 10

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider

Date of Order
Authorizing
Compensation

* Authorized
Gross
Compensation

Gross
Compensation
Paid During
the Month

Ken Cragun

7/6/2015

31,748.00

Scott Reinke

7/6/2015

30,806.73

Fred Thiel

7/6/2015

49,928.07

VIII. SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS


Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month

*	Please indicate how compensation was identified in the order (e.g. $1,000/week, $2,500/month)

Page 7 of 10

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

IX PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)


	Current Month			Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue		2,745,083			12,389,787

Less: Returns/Discounts

Net Sales/Revenue		2,745,083			12,389,787

Cost of Goods Sold:

Beginning Inventory at cost

TAC		2,224,717			10,072,158

Less: Ending Inventory at cost

Cost of Goods Sold (COGS)		2,224,717			10,072,158

Gross Profit		520,366			2,317,629

Other Operating Income (Itemize)

Operating Expenses:

Payroll - Insiders		88,667			374,820

Payroll - Other Employees		444,797			1,881,431

Payroll Taxes		40,810			172,603

Benefits		62,353			259,492

Connectivity & Content		113,228			480,368

Credit Card Fees		15,000			61,633

Other Taxes (Itemize)					0

Depreciation and Amortization		343,195			1,442,651

Rent Expense - Real Property		26,761			107,044

Lease Expense - Personal Property		2,300			22,267

Insurance		6,403			27,409

Real Property Taxes					0

Telephone, Utilities, Office Expense		56,610			230,687

Repairs and Maintenance		9,010			37,300

Travel and Entertainment (Itemize)		0			0

Consulting		13,000			56,200

Advertising and Marketing		32,750			138,525

Miscellaneous Operating Expenses (Itemize)		0.00			0

Total Operating Expenses		1,254,884			5,292,429

Net Gain/(Loss) from Operations		(734,518	)		(2,974,801	)

Non-Operating Income:

Interest Income		0			0

Net Gain on Sale of Assets (Itemize)		0			0

Other (Itemize)		0			0

Total Non-Operating income		0			0

Non-Operating Expenses:

Interest Expense

Legal and Professional (Itemize)		95,000			398,580

Stock Compensation		45,096			135,288

Other (Itemize)

Total Non-Operating Expenses		140,096			533,868

NET INCOME/(LOSS)		(874,614	)		(3,508,668	)

Page 8 of 10

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

X BALANCE SHEET

(ACCRUAL BASIS ONLY)


	Current Month End
ASSETS
Current Assets:

Unrestricted Cash		2,362,565.34

Restricted Cash		0.00

Accounts Receivable		9,100,758.54

Inventory		0.00

Notes Receivable		0.00

Prepaid Expenses		824,833.00

Other (Itemize)

Total Current Assets				12,288,156.88

Property, Plant, and Equipment		21,135,233.00

Accumulated Depreciation/Depletion		(20,615,410.00	)

Net Property, Plant, and Equipment				519,823.00

Other Assets (Net of Amortization):
Due from Insiders		0.00

Goodwill		19,280,579.00

Intangible Assets		1,606,137.00

Deposits		60,005.00

Other (Itemize)		0.00

Total Other Assets				20,946,721.00

TOTAL ASSETS				33,754,700.88

LIABILITIES

Post-petition Liabilities:

Accounts Payable		2,569,064.13

Taxes Payable		0.00

Notes Payable		0.00

Professional fees		0.00

Secured Debt		0.00

Other (Itemize)

Total Post-petition Liabilities				2,569,064.13

Pre-petition Liabilities:
Secured Liabilities		1,974,099.94

Priority Liabilities		184,952.00

Unsecured Liabilities		26,404,640.72

Deferred Revenue		112,462.00

Total Pre-petition Liabilities				28,676,154.66

TOTAL LIABILITIES				31,245,218.79

EQUITY:

Pre-petition Owners’ Equity		3,244,000

Post-petition Profit/(Loss)		(734,518.41	)

Direct Charges to Equity		0.00

TOTAL EQUITY				2,509,482.08

TOTAL LIABILITIES & EQUITY				33,754,700.87

Page 9 of 10

Case 8:15-bk-13153-SC Doc 243 Filed 11/20/15 Entered 11/20/15 10:13:36 Desc

XI QUESTIONAIRE


		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court? If “Yes”, explain below:	x	¨


		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization? If “Yes”, explain below:	x	¨


3.	State what progress was made during the reporting period toward filing a plan of reorganization Selected a stalking horse bidder candidate, working on an asset purchase agreement and drafting Section 363 bidding procedures.


4.	Describe potential future developments which may have a significant impact on the case: Future developments include the possible sale of assets through a Section 363 sales process.


5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report? If “Yes”, please set forth the amounts and sources of the income below.	¨	`¨


I,	Kenneth S. Cragun, Chief Financial Officer, declare under penalty of perjury that I have fully read and understood the foregoing debtor-in- possession operating report and that the information contained herein is true and complete to the best of my knowledge.