UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 5, 2014

 

FTD Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-35901

 

32-0255852

(State or Other jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

3113 Woodcreek Drive

Downers Grove, Illinois 60515

(Address of Principal Executive Offices) (ZIP Code)

 

Telephone: (630) 719-7800

(Registrant’s Telephone Number, Including Area Code)

 

N/A

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

 

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

 

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

 

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

 

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

 

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

 

 

 



 

Item 2.02                                           Results of Operations and Financial Condition.

 

On March 5, 2014, FTD Companies, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2013 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release dated March 5, 2014.

 

2



 

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.

 

 

FTD COMPANIES, INC.

 

 

Dated:

March 5, 2014

By:

/s/ Becky A. Sheehan

 

 

Name:

Becky A. Sheehan

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release dated March 5, 2014.

 

4


Exhibit 99.1

 

FTD Companies, Inc. Reports Full Year and Fourth Quarter 2013 Financial Results

Company Reports Full Year 2013 Consolidated Revenues of $627.3 million

Company Reports Full Year 2013 Net Income of $12.5 million and $85.7 million of Adjusted EBITDA

Company Provides 2014 Annual Guidance

 

DOWNERS GROVE, Ill., March 5, 2014 (GLOBE NEWSWIRE) — FTD Companies, Inc. (Nasdaq:FTD) (“FTD” or the “Company”), a premier floral and gifting company, today announced financial results for the full year and fourth quarter ended December 31, 2013.

 

“I would like to thank our entire team for their tireless efforts over the last year and a half in preparation for our spin-off from United Online, Inc. which was completed on November 1, 2013,” said Robert S. Apatoff, FTD President and Chief Executive Officer. “We are pleased that our full year 2013 revenue achieved the mid-point of our revenue expectations and that Adjusted EBITDA exceeded our expectations.”

 

“As we look to 2014 and beyond, we believe our premier brands, internationally recognized Mercury Man logo, innovative product offerings and best-in-class partnerships will help drive future revenue growth and profitability,” continued Mr. Apatoff. “These are core strengths of our business which provide the basis for consistent cash flow generation and we believe position us well to pursue future organic and inorganic growth opportunities as well as additional capital allocation strategies to deliver sustainable shareholder value.”

 

Consistent with this strategy, the Company also announced today that its Board of Directors has authorized a $50 million share repurchase program over a two-year period. Under this share repurchase program, repurchases may be made from time to time and the actual amount repurchased will depend on a variety of factors, including management’s evaluation of market conditions, regulatory and legal requirements, cash balances and other factors. The share repurchases may be made in both open market and privately negotiated transactions.

 

Full Year Results

 

Consolidated revenues increased 2.3% to $627.3 million for the twelve months ended December 31, 2013 compared to $613.5 million in the same period of the prior year. The increase in consolidated revenues was due to increases in revenues in each of the Company’s reportable segments: Consumer, Florist and International.

 

Net income was $12.5 million for the twelve months ended December 31, 2013 compared to $21.2 million in the same period of the prior year. Adjusted Net Income for 2013 was $45.2 million compared to $40.8 million in the prior year. Adjusted Net Income excludes the after-tax impact of stock-based compensation, amortization, transaction-related costs, litigation and dispute settlement charges or gains, restructuring and other exit costs and loss on extinguishment of debt.

 

Adjusted EBITDA of $85.7 million for the twelve months ended December 31, 2013 remained consistent with the prior year. Adjusted EBITDA for 2013 reflects $2 million in incremental costs associated with being a stand-alone public company. Adjusted Net Income and Adjusted EBITDA are non-GAAP financial measures. Please refer to the tables in this press release for a reconciliation of all non-GAAP financial measures.

 

Fourth Quarter Results

 

Consolidated revenues increased 0.7% to $154.3 million for the fourth quarter of 2013 compared to $153.2 million in fourth quarter of 2012. The increase in consolidated revenues was primarily due to higher International segment revenues, partially offset by lower Florist segment revenues.

 

1



 

The Company reported a net loss of $2.5 million in the fourth quarter of 2013 compared to $5.5 million of net income in the fourth quarter of 2012. Adjusted Net Income for the fourth quarter of 2013 was $10.3 million compared to $10.4 million in the prior year. Adjusted EBITDA was $19.8 million in the fourth quarter of 2013 compared to $22.0 million in the fourth quarter of 2012. Adjusted EBITDA for the fourth quarter of 2013 reflects $1 million of incremental costs associated with being a stand-alone public company.

 

Segment Results

 

The Company has three reportable segments: Consumer, Florist and International. Through the Consumer segment, the Company is a leading direct marketer of floral and gift products for consumers, primarily in the U.S. and Canada. The Consumer segment operates primarily through the www.ftd.com website, associated mobile sites, and the 1-800-SEND-FTD telephone number. Through the Florist segment, the Company is a leading provider of products and services to floral network members, which include traditional retail florists and other non-florist retail locations, primarily in the U.S. and Canada. The Company also provides products and services to other companies in need of floral and gifting solutions. The International segment consists of our international business, Interflora, which operates primarily in the U.K. and the Republic of Ireland. Interflora is a leading direct marketer of floral and gift products for consumers and operates primarily through its www.interflora.co.uk and www.interflora.ie websites, associated mobile sites, and various telephone numbers. Interflora also provides products and services to floral network members, funeral directors, and to other companies in need of floral and gifting solutions.

 

Consumer Segment: Segment revenues for the twelve months ended December 31, 2013 increased 1.5% to $321.7 million compared to $317.0 million in the prior year. Segment operating income for the twelve months ended December 31, 2013 was $35.2 million, consistent with the same period of the prior year. Consumer orders and average order value each grew 1% to 4.5 million orders and $67.15, respectively, for the twelve months ended December 31, 2013, compared to the same period of the prior year.

 

Consumer segment revenues for the fourth quarter of 2013 were $77.6 million compared to $77.7 million in the fourth quarter of 2012. Fourth quarter 2013 segment operating income was $7.9 million compared to $8.4 million in the fourth quarter of 2012. Consumer orders decreased 1% to 1.1 million orders for the fourth quarter of 2013, offset in part by a 1% increase in average order value, which grew to $66.73 in the fourth quarter of 2013, compared to the fourth quarter of 2012.

 

Florist Segment: Segment revenues for the twelve months ended December 31, 2013 increased 3.1% to $163.1 million compared to $158.2 million in the prior year. Products revenues contributed $4.4 million to this increase and services revenues contributed $0.6 million. Segment operating income increased 6.0% to $47.1 million in the twelve months ended December 31, 2013 compared to $44.4 million in the prior year. Average revenues per member increased 7% to $11,827 in 2013 compared to $11,004 in 2012.

 

Florist segment revenues for the fourth quarter of 2013 decreased 2.5% to $38.2 million compared to $39.1 million in the fourth quarter of 2012. This decrease resulted from a decline in products revenues of $0.5 million and a decline in services revenues of $0.4 million. Fourth quarter 2013 segment operating income was $11.1 million compared to $11.5 million in the fourth quarter of 2012. Average revenues per member increased 2% to $2,810 in the fourth quarter of 2013 compared to $2,748 in the fourth quarter of 2012.

 

International Segment: Segment revenues for the twelve months ended December 31, 2013 increased 2.7% to $161.4 million compared to $157.1 million in the prior year (4.3% growth in constant currency). Segment operating income for the twelve months ended December 31, 2013 was $18.4 million, up slightly from prior year segment operating income of $18.3 million. Consumer orders grew 5% to 2.7 million orders for the twelve months ended December 31, 2013, compared to 2.5 million orders in the prior year, and average order value was $50.83 for 2013, consistent with the prior year in constant currency.

 

2



 

International segment revenues for the fourth quarter of 2013 increased 4.9% to $43.2 million compared to $41.2 million in the fourth quarter of 2012 (3.9% growth in constant currency). Fourth quarter 2013 segment operating income was $4.8 million, consistent with the fourth quarter of 2012. Consumer orders increased 3% to 0.7 million orders for the fourth quarter of 2013, and average order value was $51.09 for the fourth quarter of 2013, representing growth of 1% in constant currency.

 

Balance Sheet and Cash Flow Highlights

 

For the year ended December 31, 2013, the Company generated Free Cash Flow of $46.3 million compared to $54.0 million in the prior year. The current year was negatively impacted by $2 million of incremental costs related to being a stand-alone public company, as well as $2.3 million of capital expenditures required for the spin-off and $1.2 million of payments for capital expenditures that were accrued at the end of 2012. In addition, 2013 Free Cash Flow was negatively impacted by the timing of payments between the prior year and the current year. Free Cash Flow is a non-GAAP financial measure. Please refer to the tables in this press release for a reconciliation of all non-GAAP financial measures.

 

Cash flows from operating activities were $34.2 million for the twelve months ended December 31, 2013 and cash and cash equivalents were $48.2 million at December 31, 2013. Debt outstanding at December 31, 2013 was $220.0 million, compared to $244.0 million at December 31, 2012.

 

Business Outlook

 

The following forward-looking information includes certain projections made by management as of the date of this press release. The Company does not intend to revise or update this information, except as required by law, and may not provide this type of information in the future. Due to a variety of factors, actual results may differ significantly from those projected. Factors include, without limitation, the factors referenced in this release under “Cautionary Information Regarding Forward-Looking Statements.” These and other factors are discussed in more detail in the Company’s filings with the Securities and Exchange Commission.

 

For the full year fiscal 2014 the Company provides the following guidance ranges:

 

·                  Consolidated revenues of $640 million to $660 million

·                  Net income of $29.3 million to $33.0 million

·                  Adjusted Net Income of $41.0 million to $44.7 million*

·                  Adjusted EBITDA of $80 million to $86 million*

·                  Capital expenditures of approximately $10 million

 


* Please refer to the tables in this press release for a reconciliation of all non-GAAP financial measures. Stand-alone public company costs for an annual period are estimated to represent an incremental $4 million. In addition, the Company expects to incur incremental compensation costs of approximately $1.5 million for the management team and employees as the Company aligns compensation in its stand-alone structure. In 2013, the Company incurred $2 million of incremental costs associated with being a stand-alone public company.

 

The Company will be hosting a conference call today at 5:00 p.m. ET. Live audio of the call will be webcast and archived on the investor relations section of the Company’s website at http://www.ftdcompanies.com. In addition, you may dial 877-407-4018 to listen to the live broadcast.

 

A telephonic playback and archived webcast will be available through March 19, 2014. Participants can dial 877-870-5176 to hear the playback. The passcode is 13576394.

 

3



 

About FTD Companies, Inc.

 

FTD Companies, Inc. is a premier floral and gifting company. FTD provides floral, gift and related products and services to consumers, retail florists, and other retail locations primarily in the U.S., Canada, the U.K., and the Republic of Ireland. The business uses the highly-recognized FTD® and Interflora® brands, both supported by the iconic Mercury Man logo that is displayed in nearly 40,000 floral shops in 150 countries. FTD’s portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K.

 

Cautionary Information Regarding Forward-Looking Statements

 

This release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements about our strategies; the anticipated benefits of our separation from United Online; future financial performance; revenues; segment metrics; operating expenses; market trends, including those in the markets in which we compete; liquidity; cash flows and uses of cash; capital expenditures; depreciation and amortization; tax payments; foreign currency exchange rates; hedging arrangements; our ability to repay indebtedness and invest in initiatives; our products and services; pricing; marketing plans; competition; settlement of legal matters; and the impact of accounting changes and other pronouncements. Potential factors that could affect the matters about which the forward-looking statements are made include, among others, the factors disclosed in the Company’s filings with the Securities and Exchange Commission (www.sec.gov), including without limitation, information under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, we undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Definitions

 

(1) Segment operating income. The Company’s chief operating decision maker uses segment operating income to evaluate the performance of the business segments and to make decisions about allocating resources among segments. Segment operating income is operating income excluding depreciation, amortization, litigation and dispute settlement charges or gains, transaction-related costs, and restructuring and other exit costs. Stock-based compensation and general corporate expenses are not allocated to the segments. Segment operating income is prior to intersegment eliminations and excludes other income. Please refer to the tables in this press release for a reconciliation of segment operating income to net income (loss).

 

(2) Consumer orders. The Company monitors the number of consumer orders for floral, gift, and related products during a given period. Consumer orders are orders delivered during the period that originated in the U.S. and Canada, primarily from the www.ftd.com website, associated mobile sites, and the 1-800-SEND-FTD telephone number; and in the U.K. and the Republic of Ireland, primarily from the www.interflora.co.uk and www.interflora.ie websites, associated mobile sites, and various telephone numbers. The number of consumer orders is not adjusted for non-delivered orders that are refunded on or after the scheduled delivery date. Orders originating with a florist or other retail location for delivery to consumers are not included as part of this number.

 

4



 

(3) Average order value. The Company monitors the average value for consumer orders delivered in a given period, which is referred to as the average order value. Average order value represents the average amount received for consumer orders delivered during a period. The average order value of consumer orders within the Consumer and International segments is tracked for each segment in their local currency, the U.S. Dollar for the Consumer segment and the British Pound (“GBP”) for the International segment. The local currency amounts received for the International segment are then translated into U.S. dollars at the average currency exchange rate for the period. Average order value includes merchandise revenues and shipping or service fees paid by the consumer, less discounts and refunds (net of refund-related fees charged to floral network members).

 

(4) Average revenues per member. The Company monitors average revenues per member for floral network members in the Florist segment. Average revenues per member represents the average revenues received from a member of the Company’s floral network during a period. Revenues include services revenues and products revenues, but exclude revenues from sales to non-members. Floral network members include retail florists and other non-florist retail locations that offer floral and gifting solutions. Average revenues per member is calculated by dividing Florist segment revenues for the period, excluding sales to non-members, by the average number of floral network members for the period.

 

Non-GAAP Measures

 

(5) Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). The Company defines Adjusted EBITDA as net income before net interest expense, provision (benefit) for income tax expense, depreciation, amortization, stock-based compensation, transaction-related costs, litigation and dispute settlement charges or gains, restructuring and other exit costs, and impairment of goodwill, intangible assets and long-lived assets.

 

Litigation and dispute settlement charges or gains include estimated losses for which the Company has established a reserve, as well as actual settlements, judgments, fines, penalties, assessments or other resolutions against, or in favor of, the Company related to litigation, arbitration, investigations, disputes or similar matters. Insurance recoveries received by the Company related to such matters are also included in these adjustments.

 

Transaction-related costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (i) compensation expenses and (ii) expenses for advisors and representatives such as investment bankers, consultants, attorneys, and accounting firms. Transaction-related costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees. A portion of these costs relating to the spin-off have been incurred by and allocated to the Company by United Online, Inc.

 

The Company’s definition of Adjusted EBITDA may be modified from time to time. Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, and stock-based compensation) and (ii) expenses that are not reflective of the Company’s core operations, this measure provides investors with additional useful information to measure the Company’s financial performance, particularly with respect to changes in performance from period to period. Management uses Adjusted EBITDA to measure the Company’s performance. Adjusted EBITDA is used as a performance measure under the Company’s senior secured credit facility and includes adjustments such as the items defined above and others, which are defined in the senior secured credit facility. The Company will use this measure as a basis in determining certain compensation incentives for certain members of the Company’s management.

 

5



 

Adjusted EBITDA is not determined in accordance with GAAP and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. A limitation associated with the use of Adjusted EBITDA is that it does not reflect the periodic costs of certain tangible and intangible assets used in generating revenues in the Company’s business. Management evaluates the costs of such tangible and intangible assets through other financial activities such as evaluations of capital expenditures and purchase accounting. An additional limitation associated with this measure is that it does not include stock-based compensation expenses related to the Company’s workforce. A further limitation associated with the use of this measure is that it does not reflect expenses or gains that are not considered reflective of the Company’s core operations. Management compensates for this limitation by providing supplemental information about such charges, gains and costs within its financial press releases and SEC filings, when applicable.

 

An additional limitation associated with the use of this measure is that the term “Adjusted EBITDA” does not have a standardized meaning. Therefore, other companies may use the same or a similarly named measure but exclude different items or use different computations, which may not provide investors a comparable view of the Company’s performance in relation to other companies. Management compensates for this limitation by presenting the most comparable GAAP measure, net income, directly ahead of Adjusted EBITDA within this and other financial press releases and by providing a reconciliation that shows and describes the adjustments made. A reconciliation to net income is provided in the accompanying tables. In addition, many of the adjustments to the Company’s GAAP financial measures reflect the exclusion of items that are recurring in nature and will be reflected in the Company’s financial results for the foreseeable future.

 

(6) Free Cash Flow.  The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures, plus cash paid for transaction-related costs, cash paid for litigation and dispute settlement charges or gains, cash paid for restructuring and other exit costs, adjusted to exclude the change in intercompany payable to United Online, Inc. and the change in current income taxes payable.

 

(7) Adjusted Net Income. The Company defines Adjusted Net Income as net income excluding the after tax impact of stock-based compensation, amortization, transaction-related costs, litigation and dispute settlement charges or gains, restructuring and other exit costs, and loss on extinguishment of debt.

 

Contacts

 

Investor Relations:

Jandy Tomy

630-724-6984

ir@ftdi.com

 

Media Inquiries:

Emily Bucholz

630-724-6692

pr@ftdi.com

 

6



 

FTD COMPANIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Consumer segment

 

$

77,632

 

$

77,675

 

$

321,724

 

$

317,003

 

Florist segment

 

38,159

 

39,135

 

163,145

 

158,180

 

International segment

 

43,172

 

41,161

 

161,389

 

157,081

 

Intersegment eliminations

 

(4,709

)

(4,793

)

(18,915

)

(18,750

)

Total revenues

 

154,254

 

153,178

 

627,343

 

613,514

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of revenues

 

97,061

 

95,951

 

395,007

 

386,746

 

Sales and marketing

 

26,955

 

26,325

 

106,149

 

104,913

 

General and administrative

 

23,616

 

12,622

 

69,439

 

52,123

 

Amortization of intangible assets

 

4,392

 

6,451

 

22,916

 

25,543

 

Restructuring and other exit costs

 

166

 

 

166

 

 

Total operating expenses

 

152,190

 

141,349

 

593,677

 

569,325

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

2,064

 

11,829

 

33,666

 

44,189

 

Interest expense, net

 

(1,270

)

(3,075

)

(11,224

)

(12,812

)

Other income, net

 

67

 

153

 

332

 

627

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

861

 

8,907

 

22,774

 

32,004

 

Provision for income taxes

 

3,314

 

3,358

 

10,272

 

10,830

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(2,453

)

$

5,549

 

$

12,502

 

$

21,174

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

(0.13

)

$

0.30

 

$

0.67

 

$

1.14

 

Diluted earnings per share

 

$

(0.13

)

$

0.30

 

$

0.67

 

$

1.14

 

 



 

FTD COMPANIES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

December 31, 2013

 

December 31, 2012

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

48,162

 

$

67,347

 

Accounts receivable, net

 

25,493

 

26,155

 

Inventories

 

8,451

 

7,996

 

Deferred tax assets, net

 

5,359

 

5,882

 

Property and equipment, net

 

32,254

 

31,169

 

Intangible assets, net

 

172,097

 

194,288

 

Goodwill

 

340,940

 

333,987

 

Other assets

 

22,508

 

17,805

 

Total assets

 

$

655,264

 

$

684,629

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

53,266

 

$

55,702

 

Intercompany payable to United Online, Inc.

 

 

1,653

 

Debt, net of discounts

 

220,000

 

244,000

 

Deferred tax liabilities, net

 

55,823

 

62,850

 

Other liabilities

 

35,653

 

43,126

 

Total liabilities

 

364,742

 

407,331

 

Total equity

 

290,522

 

277,298

 

Total liabilities and equity

 

$

655,264

 

$

684,629

 

 



 

FTD COMPANIES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(2,453

)

$

5,549

 

$

12,502

 

$

21,174

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

6,705

 

8,785

 

31,856

 

35,358

 

Stock-based compensation

 

1,239

 

1,272

 

4,837

 

5,113

 

Provision for doubtful accounts receivable

 

348

 

582

 

1,548

 

2,154

 

Accretion of discounts and amortization of deferred financing and debt issue costs

 

193

 

189

 

857

 

1,010

 

Loss on extinguishment of debt

 

 

 

2,348

 

 

Non-cash allocations from parent company, net

 

219

 

564

 

934

 

2,281

 

Deferred taxes, net

 

80

 

(4,552

)

(6,911

)

(11,528

)

Other, net

 

162

 

10

 

267

 

15

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

1,458

 

(1,118

)

(831

)

(3,628

)

Inventories

 

(2,345

)

(2,055

)

(437

)

(2,619

)

Other assets

 

(2,088

)

357

 

(1,717

)

949

 

Accounts payable and accrued liabilities

 

18,771

 

20,646

 

(2,124

)

5,471

 

Intercompany payable to United Online, Inc.

 

(2,920

)

(45

)

(1,653

)

66

 

Other liabilities

 

266

 

6,238

 

(7,273

)

11,139

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

19,635

 

36,422

 

34,203

 

66,955

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment and intangible assets

 

(4,357

)

(2,657

)

(10,830

)

(6,507

)

Cash paid for acquisitions, net of cash acquired

 

 

 

 

(3,914

)

Proceeds from sales of investments

 

 

 

124

 

40

 

Purchases of investments

 

 

(41

)

(61

)

(128

)

 

 

 

 

 

 

 

 

 

 

Net cash used for investing activities

 

(4,357

)

(2,698

)

(10,767

)

(10,509

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from revolving credit facility

 

 

 

220,000

 

 

Payments on term loan

 

 

 

(246,013

)

(17,663

)

Payments for debt issue costs

 

(305

)

 

(3,229

)

 

Proceeds from exercises of stock options

 

4,791

 

 

4,791

 

 

Dividends paid to United Online, Inc.

 

 

(16,120

)

(18,201

)

(19,299

)

Other, net

 

(29

)

 

93

 

4

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used for) financing activities

 

4,457

 

(16,120

)

(42,559

)

(36,958

)

 

 

 

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash and cash equivalents

 

80

 

70

 

(62

)

801

 

 

 

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

19,815

 

17,674

 

(19,185

)

20,289

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

28,347

 

49,673

 

67,347

 

47,058

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

48,162

 

$

67,347

 

$

48,162

 

$

67,347

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

1,300

 

$

3,121

 

$

7,920

 

$

12,942

 

Cash paid for income taxes, net

 

5,985

 

5,929

 

25,285

 

12,720

 

 



 

FTD COMPANIES, INC.

UNAUDITED SEGMENT INFORMATION

(in thousands, except average order value, average revenues per member and average currency exchange rate)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

Segment revenues

 

$

77,632

 

$

77,675

 

$

321,724

 

$

317,003

 

Segment operating income (1)

 

$

7,889

 

$

8,413

 

$

35,151

 

$

35,245

 

Consumer orders (2)

 

1,093

 

1,102

 

4,513

 

4,485

 

Average order value (3)

 

$

66.73

 

$

66.24

 

$

67.15

 

$

66.57

 

 

 

 

 

 

 

 

 

 

 

Florist:

 

 

 

 

 

 

 

 

 

Segment revenues

 

$

38,159

 

$

39,135

 

$

163,145

 

$

158,180

 

Segment operating income (1)

 

$

11,074

 

$

11,508

 

$

47,078

 

$

44,425

 

Average revenues per member (4)

 

$

2,810

 

$

2,748

 

$

11,827

 

$

11,004

 

 

 

 

 

 

 

 

 

 

 

International:

 

 

 

 

 

 

 

 

 

Segment revenues

 

$

43,172

 

$

41,161

 

$

161,389

 

$

157,081

 

Segment operating income (1)

 

$

4,809

 

$

4,772

 

$

18,369

 

$

18,289

 

Consumer orders (2)

 

707

 

685

 

2,662

 

2,535

 

Average order value (in GBP) (3)

 

£

31.47

 

£

31.29

 

£

32.54

 

£

32.69

 

Average order value (in USD) (3)

 

$

51.09

 

$

50.32

 

$

50.83

 

$

51.87

 

Average currency exchange rate: GBP to USD

 

1.62

 

1.61

 

1.56

 

1.59

 

 



 

FTD COMPANIES, INC.

UNAUDITED RECONCILIATIONS

 

The following tables contain reconciliations of Adjusted EBITDA, Free Cash Flow, and Adjusted Net Income to financial measures reported in accordance with Generally Accepted Accounting Principles (“GAAP”).

 

RECONCILIATION OF SEGMENT OPERATING INCOME TO NET INCOME (LOSS)

AND NET INCOME (LOSS) TO ADJUSTED EBITDA

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

Segment Operating Income (1) :

 

 

 

 

 

 

 

 

 

Consumer

 

$

7,889

 

$

8,413

 

$

35,151

 

$

35,245

 

Florist

 

11,074

 

11,508

 

47,078

 

44,425

 

International

 

4,809

 

4,772

 

18,369

 

18,289

 

Unallocated expenses

 

(15,003

)

(4,079

)

(35,076

)

(18,412

)

Depreciation and amortization

 

(6,705

)

(8,785

)

(31,856

)

(35,358

)

Operating income

 

2,064

 

11,829

 

33,666

 

44,189

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(1,270

)

(3,075

)

(11,224

)

(12,812

)

Other income, net

 

67

 

153

 

332

 

627

 

Provision for income taxes

 

(3,314

)

(3,358

)

(10,272

)

(10,830

)

Net income (loss) (GAAP basis)

 

$

(2,453

)

$

5,549

 

$

12,502

 

$

21,174

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) (GAAP basis)

 

$

(2,453

)

$

5,549

 

$

12,502

 

$

21,174

 

Interest expense, net

 

1,270

 

3,075

 

11,224

 

12,812

 

Provision for income taxes

 

3,314

 

3,358

 

10,272

 

10,830

 

Depreciation and amortization

 

6,705

 

8,785

 

31,856

 

35,358

 

Stock-based compensation

 

1,239

 

1,272

 

4,837

 

5,113

 

Transaction-related costs

 

8,708

 

(26

)

13,430

 

593

 

Litigation and dispute settlement charges (gains)

 

803

 

 

1,381

 

(193

)

Restructuring and other exit costs

 

166

 

 

166

 

 

Adjusted EBITDA (5)

 

$

19,752

 

$

22,013

 

$

85,668

 

$

85,687

 

 

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities (GAAP basis)

 

$

19,635

 

$

36,422

 

$

34,203

 

$

66,955

 

Capital expenditures

 

(4,357

)

(2,657

)

(10,830

)

(6,507

)

Cash paid for transaction-related costs

 

12,827

 

2

 

13,254

 

551

 

Cash paid for litigation and dispute settlement charges (gains)

 

28

 

 

606

 

(118

)

Cash paid for restructuring and other exit costs

 

 

85

 

 

472

 

Change in intercompany payable to United Online, Inc.

 

2,920

 

45

 

1,653

 

(66

)

Change in current income taxes payable

 

3,016

 

(1,618

)

7,440

 

(7,238

)

Free Cash Flow (6)

 

$

34,069

 

$

32,279

 

$

46,326

 

$

54,049

 

 

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net income (loss), as reported (GAAP basis)

 

$

(2,453

)

$

5,549

 

$

12,502

 

$

21,174

 

Stock-based compensation

 

1,239

 

1,272

 

4,837

 

5,113

 

Amortization of intangible assets

 

4,392

 

6,451

 

22,916

 

25,543

 

Transaction-related costs

 

8,708

 

(26

)

13,430

 

593

 

Litigation and dispute settlement charges (gains)

 

803

 

 

1,381

 

(193

)

Restructuring and other exit costs

 

166

 

 

166

 

 

Loss on extinguishment of debt

 

 

 

2,348

 

 

Income tax effect of adjustments to net income

 

(2,562

)

(2,809

)

(12,352

)

(11,434

)

Adjusted Net Income (7)

 

$

10,293

 

$

10,437

 

$

45,228

 

$

40,796

 

 



 

FTD COMPANIES, INC.

UNAUDITED RECONCILIATION OF TARGETED NET INCOME TO

TARGETED ADJUSTED EBITDA AND TARGETED ADJUSTED NET INCOME

(in millions)

 

Targeted Adjusted EBITDA and Adjusted Net Income are calculated below for the year ended December 31, 2014:

 

 

 

Forecasted

 

 

 

Targets

 

 

 

 

 

Net income (GAAP basis)

 

$29.3 - 33.0

 

Interest expense, net

 

5.3

 

Provision for income taxes

 

17.1 - 19.4

 

Depreciation and amortization

 

21.5

 

Stock-based compensation

 

6.8

 

Adjusted EBITDA (5)

 

$80.0 - 86.0

 

 

 

 

 

Net income (GAAP basis)

 

$29.3 - 33.0

 

Stock-based compensation

 

6.8

 

Amortization of intangible assets

 

11.7

 

Income tax effect of adjustments to net income

 

(6.8

)

Adjusted Net Income (7)

 

$41.0 - 44.7