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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q

(Mark One)

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2014
Or
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                    to                 

Commission file number 001-35901



FTD Companies, Inc.
(Exact name of Registrant as specified in its charter)

Delaware   32-0255852
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)

3113 Woodcreek Drive
Downers Grove, Illinois
(Address of principal executive offices)

 


60515

(Zip Code)

(630) 719-7800
(Registrant's telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)



        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a smaller
reporting company)
  Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        There were 18,987,996 shares of the Registrant's common stock outstanding at November 10, 2014.


Table of Contents


FTD COMPANIES, INC.

INDEX TO FORM 10-Q

 
   
   
  Page

PART I.

     

FINANCIAL INFORMATION

  3

           

  Item 1.  

Financial Statements (Unaudited)

  3

           

     

Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013

  3

           

     

Condensed Consolidated Statements of Operations for the Quarters and Nine Months Ended September 30, 2014 and 2013

  4

           

     

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarters and Nine Months Ended September 30, 2014 and 2013

  5

           

     

Condensed Consolidated Statement of Stockholders' Equity for the Nine Months Ended September 30, 2014

  6

           

     

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013

  7

           

     

Notes to Condensed Consolidated Financial Statements

  8

           

  Item 2.  

Management's Discussion and Analysis of Financial Condition and Results of Operations

  28

           

  Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

  42

           

  Item 4.  

Controls and Procedures

  42

           

PART II.

     

OTHER INFORMATION

  43

           

  Item 1.  

Legal Proceedings

  43

           

  Item 1A.  

Risk Factors

  43

           

  Item 6.  

Exhibits

  43

           

SIGNATURES

  44

        In this document, references to "FTD," the "Company," "we," "us," and "our" refer to FTD Companies, Inc. and its consolidated subsidiaries.

1


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Forward-Looking Statements

        This Quarterly Report on Form 10-Q 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; statements regarding potential acquisitions, including the planned acquisition of Provide Commerce, Inc. ("Provide Commerce"); statements regarding expected synergies and benefits of the planned acquisition of Provide Commerce; expectations about future business plans, prospective performance and opportunities; statements regarding regulatory approvals; statements regarding the expected timing of the completion of the planned acquisition of Provide Commerce; the anticipated benefits of our separation from United Online, Inc.; 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; dividends; 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 section entitled "Risk Factors" in this Quarterly Report on Form 10-Q and in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC"), as updated from time to time in our subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. 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.

2


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PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

        


FTD COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

(Unaudited)

 
  September 30,
2014
  December 31,
2013
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 62,783   $ 48,162  

Accounts receivable, net of allowances of $8,814 and $8,757 at September 30, 2014 and December 31, 2013, respectively

    25,794     25,493  

Inventories

    6,527     8,451  

Deferred tax assets, net

    9,427     5,359  

Prepaid expenses

    6,623     7,898  
           

Total current assets

    111,154     95,363  

Property and equipment, net

    29,911     32,254  

Intangible assets, net

    159,522     172,097  

Goodwill

    338,902     340,940  

Other assets

    17,139     14,610  
           

Total assets

  $ 656,628   $ 655,264  
           
           

LIABILITIES AND STOCKHOLDERS' EQUITY

             

Current liabilities:

             

Accounts payable

  $ 34,018   $ 53,266  

Accrued liabilities

    17,423     14,908  

Accrued compensation

    9,378     9,922  

Deferred revenue

    8,212     6,363  

Income taxes payable

    2,299     1,674  

Current portion of long-term debt

    15,000      
           

Total current liabilities

    86,330     86,133  

Long-term debt

    205,000     220,000  

Deferred tax liabilities, net

    52,224     55,823  

Other liabilities

    2,721     2,786  
           

Total liabilities

    346,275     364,742  
           

Commitments and contingencies (Note 14)

             

Stockholders' equity:

             

Preferred stock, 5,000,000 shares, par value $0.0001, authorized; no shares issued and outstanding

         

Common stock, 60,000,000 shares, par value $0.0001, authorized; 18,949,011 and 18,829,454 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively

    2     2  

Additional paid-in capital

    309,318     304,870  

Retained earnings

    22,820     3,877  

Accumulated other comprehensive loss

    (21,787 )   (18,227 )
           

Total stockholders' equity

    310,353     290,522  
           

Total liabilities and stockholders' equity

  $ 656,628   $ 655,264  
           
           

   

The accompanying notes are an integral part of these
condensed consolidated financial statements.

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FTD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2014   2013   2014   2013  

Revenues:

                         

Products

  $ 94,052   $ 88,633   $ 379,498   $ 370,980  

Services

    31,048     29,894     103,549     102,109  
                   

Total revenues

    125,100     118,527     483,047     473,089  

Operating expenses:

                         

Cost of revenues—products

    71,097     67,667     290,049     283,427  

Cost of revenues—services

    4,983     4,802     15,343     14,519  

Sales and marketing

    22,650     21,184     82,596     79,194  

General and administrative

    19,737     16,709     52,674     45,823  

Amortization of intangible assets

    2,777     5,721     11,618     18,524  

Restructuring and other exit costs

    (67 )       220      
                   

Total operating expenses

    121,177     116,083     452,500     441,487  
                   

Operating income

    3,923     2,444     30,547     31,602  

Interest income

    144     153     442     496  

Interest expense

    (1,557 )   (4,067 )   (4,336 )   (10,450 )

Other (expense) income, net

    (74 )   25     398     265  
                   

Income (loss) before income taxes

    2,436     (1,445 )   27,051     21,913  

Provision (benefit) for income taxes

    (2,178 )   (1,625 )   8,108     6,958  
                   

Net income

  $ 4,614   $ 180   $ 18,943   $ 14,955  
                   
                   

Earnings per common share:

                         

Basic earnings per share

  $ 0.24   $ 0.01   $ 0.98   $ 0.80  
                   
                   

Diluted earnings per share

  $ 0.24   $ 0.01   $ 0.98   $ 0.80  
                   
                   

   

The accompanying notes are an integral part of these
condensed consolidated financial statements.

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FTD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands)

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2014   2013   2014   2013  

Net income

  $ 4,614   $ 180   $ 18,943   $ 14,955  

Other comprehensive (loss) income:

                         

Foreign currency translation

    (7,678 )   8,336     (3,141 )   4,503  

Cash flow hedges:

                         

Changes in net (losses) gains on derivatives, net of tax of $(3) and $(142) for the quarters ended September 30, 2014 and 2013 and $(268) and $183 for the nine months ended September 30, 2014 and 2013, respectively

    (4 )   (226 )   (419 )   286  

Other hedges:

                         

Changes in net (losses) gains on derivatives, net of tax of $(24) for the quarter ended September 30, 2013 and $39 for the nine months ended September 30, 2013

        (37 )       62  
                   

Other comprehensive (loss) income

    (7,682 )   8,073     (3,560 )   4,851  
                   

Comprehensive (loss) income

  $ (3,068 ) $ 8,253   $ 15,383   $ 19,806  
                   
                   

   

The accompanying notes are an integral part of these
condensed consolidated financial statements.

5


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FTD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited, in thousands)

 
  Common Stock    
   
  Accumulated
Other
Comprehensive
Loss
   
 
 
  Additional
Paid-In
Capital
  Retained
Earnings
  Total
Stockholders'
Equity
 
 
  Shares   Amount  

Balance at December 31, 2013

    18,829   $ 2   $ 304,870   $ 3,877   $ (18,227 ) $ 290,522  

Net income

                18,943         18,943  

Other comprehensive loss

                    (3,560 )   (3,560 )

Stock-based compensation

            5,509             5,509  

Tax benefits from equity awards

            387             387  

Vesting of restricted stock units

    108                      

Repurchases of common stock

            (1,760 )           (1,760 )

Exercise of stock options and purchases from employee stock plans

    12         312             312  
                           

Balance at September 30, 2014

    18,949   $ 2   $ 309,318   $ 22,820   $ (21,787 ) $ 310,353  
                           
                           

   

The accompanying notes are an integral part of these
condensed consolidated financial statements.

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FTD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

 
  Nine Months Ended
September 30,
 
 
  2014   2013  

Cash flows from operating activities:

             

Net income

  $ 18,943   $ 14,955  

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

             

Depreciation and amortization

    19,297     25,151  

Stock-based compensation

    5,509     3,598  

Provision for doubtful accounts receivable

    1,342     1,200  

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

    598     664  

Loss on extinguishment of debt

    101     2,348  

Non-cash allocations from parent company, net

        715  

Deferred taxes, net

    (7,212 )   (6,991 )

Excess tax benefits from equity awards

    (387 )   (122 )

Other, net

    24     227  

Changes in operating assets and liabilities:

             

Accounts receivable, net

    (1,751 )   (2,289 )

Inventories

    1,907     1,908  

Other assets

    1,447     371  

Accounts payable and accrued liabilities

    (17,562 )   (25,040 )

Deferred revenue

    1,914     1,690  

Income taxes payable

    1,040     (4,424 )

Intercompany payable to United Online, Inc. 

        1,267  

Other liabilities

    (106 )   (660 )
           

Net cash provided by operating activities

    25,104     14,568  
           

Cash flows from investing activities:

             

Purchases of property and equipment

    (5,364 )   (6,473 )

Proceeds from sales of investments

        124  

Purchases of investments

        (61 )
           

Net cash used for investing activities

    (5,364 )   (6,410 )
           

Cash flows from financing activities:

             

Proceeds from issuance of long-term debt

    200,000     220,000  

Payments on long-term debt

    (200,000 )   (246,013 )

Payments for debt issue costs

    (3,806 )   (2,924 )

Exercise of stock options and purchases from employee stock plans

    312      

Repurchases of common stock

    (1,760 )    

Excess tax benefits from equity awards

    387     122  

Dividends paid to United Online, Inc. 

        (18,201 )
           

Net cash used for financing activities

    (4,867 )   (47,016 )
           

Effect of foreign currency exchange rate changes on cash and cash equivalents

    (252 )   (142 )

Change in cash and cash equivalents

    14,621     (39,000 )

Cash and cash equivalents, beginning of period

    48,162     67,347  
           

Cash and cash equivalents, end of period

  $ 62,783   $ 28,347  
           
           

   

The accompanying notes are an integral part of these
condensed consolidated financial statements.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS

Description of Business

        FTD Companies, Inc. (together with its subsidiaries, "FTD" or the "Company"), a Delaware corporation, through its operating subsidiaries, is a leading provider of floral, gift and related products and services to consumers, retail florists, and other retail locations and companies in need of floral and gifting solutions primarily in the United States ("U.S."), Canada, the United Kingdom ("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. While the Company operates primarily in the U.S., Canada, the U.K., and the Republic of Ireland, the Company has worldwide presence as its Mercury Man logo is displayed in nearly 40,000 floral shops in approximately 150 countries. The Company's portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K. FTD does not currently own or operate any retail locations, with the exception of one retail shop located in the U.K. While floral arrangements and plants are FTD's primary offerings, the Company also markets and sells gift items, including jewelry, chocolate dip delights™ and other sweets, gift baskets, wine and champagne, fruit, and spa products.

        FTD Group, Inc. ("FTD Group") is a wholly-owned subsidiary of FTD Companies, Inc. and has as its principal operating subsidiaries, Florists' Transworld Delivery, Inc., FTD.COM Inc. ("FTD.COM"), and Interflora British Unit ("Interflora"). The operations of the Company include those of its subsidiary, Interflora, Inc., of which one-third is owned by an outside third party. The minority interest related to Interflora, Inc. is not material for separate presentation. The Company's corporate headquarters is located in Downers Grove, Illinois. The Company also maintains offices in Centerbrook, Connecticut; Medford, Oregon; Sleaford, England; Quebec, Canada; and Hyderabad, India.

Separation from United Online

        Prior to November 1, 2013, FTD was a wholly-owned subsidiary of United Online, Inc. ("United Online"). On November 1, 2013, United Online separated into two independent, publicly-traded companies: FTD Companies, Inc. and United Online, Inc. (the "Separation"). The Separation was consummated through a tax-free dividend involving the distribution of all shares of FTD Companies, Inc. common stock (FTD common stock) to United Online's stockholders. Following completion of the Separation, FTD Companies, Inc. became an independent, publicly-traded company on the NASDAQ Global Select Market utilizing the symbol "FTD".

Proposed Acquisition

        On July 30, 2014, FTD entered into a stock purchase agreement (the "Stock Purchase Agreement") with Liberty Interactive Corporation ("Liberty") and Provide Commerce Inc. ("Provide Commerce") pursuant to which the Company will acquire from Liberty all of the issued and outstanding shares of Provide Commerce's common stock (the "Acquisition") for an aggregate purchase price of approximately $430 million. The purchase price consists of $121 million in cash and 10.2 million shares of FTD common stock, which is the number of shares that would equal 35% of the post-closing issued and outstanding shares of FTD common stock (based on the number of shares issued and outstanding on July 29, 2014). On September 4, 2014 FTD received notice of early

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the proposed Acquisition. Termination of the waiting period satisfies one of the conditions required for completion of the Acquisition. The closing of the Acquisition is subject to customary closing conditions, including the approval of FTD stockholders of the issuance of shares of FTD common stock in connection with the Acquisition. The definitive proxy statement related to the special meeting of our stockholders to be held on December 11, 2014 to obtain this approval was filed with the U.S. Securities and Exchange Commission (the "SEC") on November 3, 2014. The Company expects the Acquisition to be completed by January 1, 2015, although there can be no assurance that the Acquisition will occur within the expected timeframe or at all. The Stock Purchase Agreement contains certain termination rights for both FTD and Liberty.

Basis of Presentation

        These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), including those for interim financial information, and with the instructions for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, such financial statements do not include all of the information and disclosures required by GAAP for complete financial statements. Significant intercompany accounts and transactions, other than those with the Company's former parent, United Online, have been eliminated in consolidation. The condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of financial position and operating results for the periods presented. The results of operations for such periods are not necessarily indicative of the results expected for any future periods. The condensed consolidated balance sheet information at December 31, 2013, was derived from the Company's audited consolidated financial statements, included in the Company's Annual Report on Form 10-K ("Form 10-K") for the year ended December 31, 2013, but does not include all of the disclosures required by GAAP.

        The condensed consolidated financial statements reflect the historical financial position, results of operations, and cash flows of the Company. The condensed consolidated financial statements for the period prior to the Separation include expense allocations for certain corporate functions performed by United Online. Management believes the assumptions underlying such financial statements, including the assumptions regarding the allocation of corporate expenses from United Online, are reasonable. Nevertheless, the condensed consolidated financial statements may not reflect the Company's consolidated financial position, results of operations, and cash flows, had the Company been a stand-alone company prior to the Separation. For additional information related to costs allocated to the Company by United Online and the settlement of such costs, see Note 4—"Transactions with Related Parties." Actual costs that would have been incurred if the Company had been a stand-alone company prior to the Separation, would depend on multiple factors, including organizational structures and strategic decisions made in various areas, including information technology and infrastructure.

        The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make accounting policy elections, estimates, and assumptions that affect a number of reported amounts and related disclosures in the condensed consolidated financial statements.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

Management bases its estimates on historical experience and assumptions that it believes are reasonable. Actual results could differ from those estimates and assumptions. The most significant areas of the condensed consolidated financial statements that require management's judgment include the Company's revenue recognition, goodwill, indefinite-lived intangible assets and other long-lived assets, allowance for doubtful accounts, income taxes, software capitalization, and legal contingencies.

        These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Form 10-K for the year ended December 31, 2013.

"Emerging Growth Company" Reporting Requirements

        The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act. As an "emerging growth company," the Company has elected to take advantage of the extended transition period for complying with new or revised accounting standards until such standards are also applicable to private companies. As a result of this election, the Company's consolidated financial statements may not be comparable to companies that comply with non-emerging growth companies' effective dates for such new or revised standards.

Accounting Policies

        Refer to the Company's audited consolidated financial statements included in the Company's Form 10-K for the year ended December 31, 2013 for a discussion of the Company's accounting policies.

Recent Accounting Pronouncements

        In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, as codified in FASB Accounting Standards Codification ("ASC") 740, Income Taxes. The amendments in this update state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

application is permitted. The Company does not expect this update to have a material impact on its consolidated financial statements.

        In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as codified in ASC 606. The amendments in this update affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The amendments in this update require an entity to recognize revenue related to the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently assessing the impact of this update on its consolidated financial statements.

2. SEGMENT INFORMATION

        Prior to the Separation, the Company reported its business in one operating and reportable segment. Effective with the management changes that occurred in conjunction with the Separation, the Company began reporting its business in three operating and reportable segments: Consumer, Florist and International. The segment reporting for all periods presented reflects these reportable segments.

        Below is a reconciliation of segment revenues to consolidated revenues (in thousands):

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2014   2013   2014   2013  

Products revenues:

                         

Consumer

  $ 54,714   $ 52,820   $ 238,383   $ 244,092  

Florist

    10,123     10,606     37,023     37,977  

International

    32,381     28,291     117,454     102,912  
                   

Segment products revenues

  $ 97,218   $ 91,717   $ 392,860   $ 384,981  

Services revenues:

                         

Florist

  $ 26,115   $ 25,477   $ 87,038   $ 87,009  

International

    4,998     4,472     16,757     15,305  
                   

Segment services revenues

    31,113   $ 29,949     103,795   $ 102,314  

Intersegment eliminations

    (3,231 )   (3,139 )   (13,608 )   (14,206 )
                   

Consolidated revenues

  $ 125,100   $ 118,527   $ 483,047   $ 473,089  
                   
                   

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. SEGMENT INFORMATION (Continued)

        Intersegment revenues represent amounts charged from one segment to the other for services provided based on order volume at a set rate per order. Intersegment revenues were as follows (in thousands):

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2014   2013   2014   2013  

Intersegment revenues:

                         

Consumer

  $ (3,166 ) $ (3,084 ) $ (13,362 ) $ (14,001 )

Florist

    (65 )   (55 )   (246 )   (205 )
                   

Total intersegment revenues

  $ (3,231 ) $ (3,139 ) $ (13,608 ) $ (14,206 )
                   
                   

        Below is a reconciliation of segment operating income to consolidated operating income and income before income taxes (in thousands):

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2014   2013   2014   2013  

Segment operating income(a):

                         

Consumer

  $ 5,060   $ 5,361   $ 23,738   $ 27,262  

Florist

    10,660     10,094     35,906     36,004  

International

    3,763     3,508     15,330     13,560  
                   

Total segment operating income

    19,483     18,963     74,974     76,826  

Unallocated expenses(b)

    (10,292 )   (8,596 )   (25,130 )   (20,073 )

Depreciation expense and amortization of intangible assets

    (5,268 )   (7,923 )   (19,297 )   (25,151 )
                   

Operating income

    3,923     2,444     30,547     31,602  

Interest expense, net

    (1,413 )   (3,914 )   (3,894 )   (9,954 )

Other (expense) income, net

    (74 )   25     398     265  
                   

Income (loss) before income taxes

  $ 2,436   $ (1,445 ) $ 27,051   $ 21,913  
                   
                   

(a)
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 (expense).

(b)
Unallocated expenses include various corporate costs, such as corporate finance, legal, and human resources costs, and certain direct and general corporate costs allocated from United Online prior to the Separation. In addition, unallocated expenses include stock-based compensation for all eligible Company employees, as well as stock-based compensation for employees of United Online who provided services to the Company prior to the Separation, restructuring and other exit costs, transaction-related costs, and litigation and dispute settlement charges or gains.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. SEGMENT INFORMATION (Continued)

        Geographic revenues to external customers were as follows for the periods presented (in thousands):

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2014   2013   2014   2013  

U.S. 

  $ 87,721   $ 85,764   $ 348,836   $ 354,872  

U.K. 

    37,379     32,763     134,211     118,217  
                   

Consolidated revenues

  $ 125,100   $ 118,527   $ 483,047   $ 473,089  
                   
                   

        Assets and liabilities are reviewed at the consolidated level by management. Segment assets are not reported to, or used by, the Company's chief operating decision maker to allocate resources to or assess performance of the segments, and therefore, total segment assets have not been disclosed. Geographic information for long-lived assets, which consist of property and equipment and other assets, was as follows (in thousands):

 
  September 30,
2014
  December 31,
2013
 

U.S. 

  $ 39,285   $ 38,439  

U.K. 

    7,765     8,425  
           

Total long-lived assets

  $ 47,050   $ 46,864  
           
           

3. BALANCE SHEET COMPONENTS

Financing Receivables

        The Company has financing receivables related to equipment sales to its floral network members. The current and noncurrent portions of financing receivables are included in accounts receivable and other assets, respectively, in the condensed consolidated balance sheets. The Company assesses financing receivables individually for balances due from current floral network members and collectively for balances due from terminated floral network members.

        Credit quality of financing receivables was as follows (in thousands):

 
  September 30,
2014
  December 31,
2013
 

Current

  $ 11,091   $ 11,649  

Past due

    3,254     3,295  
           

Total

  $ 14,345   $ 14,944  
           
           

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. BALANCE SHEET COMPONENTS (Continued)

        The aging of past due financing receivables was as follows (in thousands):

 
  September 30,
2014
  December 31,
2013
 

1 - 150 days past due

    202     169  

151 - 364 days past due

    151     159  

365 - 730 days past due

    236     335  

731 or more days past due

    2,665     2,632  
           

Total

  $ 3,254   $ 3,295  
           
           

        Financing receivables on nonaccrual status at September 30, 2014 and December 31, 2013 totaled $3.3 million and $3.4 million, respectively.

        The allowance for credit losses and the recorded investment in financing receivables were as follows (in thousands):

 
  Nine Months Ended
September 30,
 
 
  2014   2013  

Allowance for credit losses:

             

Balance at January 1

  $ 3,213   $ 3,464  

Provision

    178     74  

Write-offs charged against allowance

    (216 )   (237 )
           

Balance at September 30

  $ 3,175   $ 3,301  
           
           

Ending balance collectively evaluated for impairment

  $ 3,157   $ 3,297  
           
           

Ending balance individually evaluated for impairment

  $ 18   $ 4  
           
           

Recorded investments in financing receivables:

             

Balance collectively evaluated for impairment

  $ 3,294   $ 3,414  
           
           

Balance individually evaluated for impairment

  $ 11,051   $ 11,845  
           
           

        Individually evaluated impaired loans, including the recorded investment in such loans, the unpaid principal balance, and the allowance related to such loans, each totaled less than $0.1 million at both September 30, 2014 and December 31, 2013. The average recorded investment in such loans was less than $0.1 million in each of the nine months ended September 30, 2014 and 2013. Interest income recognized on impaired loans was less than $0.1 million in each of the nine months ended September 30, 2014 and 2013.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. BALANCE SHEET COMPONENTS (Continued)

Property and Equipment

        Property and equipment consisted of the following (in thousands):

 
  September 30,
2014
  December 31,
2013
 

Land and improvements

  $ 1,623   $ 1,628  

Buildings and improvements

    16,243     16,168  

Computer equipment

    22,270     20,545  

Computer software

    33,002     29,977  

Furniture and fixtures

    3,808     3,958  
           

    76,946     72,276  

Accumulated depreciation

    (47,035 )   (40,022 )
           

Total

  $ 29,911   $ 32,254  
           
           

        Depreciation expense, including the amortization of leasehold improvements, was $2.5 million and $2.2 million for the quarters ended September 30, 2014 and 2013, respectively, and $7.7 million and $6.6 million for the nine months ended September 30, 2014 and 2013, respectively.

4. TRANSACTIONS WITH RELATED PARTIES

Transactions with United Online-Prior to Separation

        Prior to the Separation, the condensed consolidated financial statements include direct costs of the Company incurred by United Online on the Company's behalf and allocations of certain general corporate costs incurred by United Online. Direct costs include finance, legal, human resources, technology development, and other services and were determined based on the level of services expended by United Online for services provided to the Company. General corporate costs include, without limitation, executive oversight, accounting, internal audit, treasury, tax, and legal. The allocations of these general corporate costs were based primarily on estimated time incurred and/or activities associated with the Company. Management believes the allocations of these corporate costs from United Online were reasonable and does not believe the Company's costs would have been significantly different on a stand-alone basis prior to the Separation. However, the allocated costs may not include all of the costs that would have been incurred had the Company been a stand-alone company during the periods prior to the Separation, and accordingly, the Company's condensed consolidated financial statements may not reflect the financial position, results of operations, and cash flows had the Company been a stand-alone company during the periods prior to the Separation.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. TRANSACTIONS WITH RELATED PARTIES (Continued)

        Costs incurred and allocated by United Online were included in the condensed consolidated statements of operations as follows (in thousands):

 
  Quarter Ended   Nine Months Ended  
 
  September 30, 2013  

Cost of revenues—products

  $ 62   $ 242  

Cost of revenues—services

    112     495  

Sales and marketing

    28     89  

General and administrative

    4,839     10,516  
           

Total allocated expenses

  $ 5,041   $ 11,342  
           
           

        Prior to the Separation, United Online allocated both direct costs for services provided and general corporate costs to the Company. Allocations for direct costs were reflected in the intercompany payable to United Online and were due upon demand. During the nine months ended September 30, 2013, the Company made payments totaling $7.7 million to United Online to settle intercompany charges. Allocations of general corporate costs were not settled in cash, but rather were reflected in the parent company investment.

        In addition, in the nine months ended September 30, 2013, a dividend totaling $18.2 million was declared by FTD Companies, Inc. and paid to United Online, of which $3.2 million represented reimbursement for certain equity-related compensation expenses, as defined and permitted under the terms of the 2011 Credit Agreement (as defined in Note 6—"Financing Arrangements").

        Transactions with United Online for the nine months ended September 30, 2013, including both direct and general corporate costs discussed above, are summarized as follows (in thousands):

Cash transactions:

       

Dividends paid

  $ 18,201  

Allocated expenses settled in cash

    8,743  

Non-cash transactions:

       

Stock-based compensation and tax benefits from equity awards

    3,776  

Allocated expenses not settled in cash, net

    715  

Transactions with United Online—Post-Separation

        In connection with the Separation, FTD entered into various agreements with United Online, including The Separation and Distribution Agreement, The Transition Services Agreement, The Tax Sharing Agreement, and The Employee Matters Agreement. These agreements, which became effective on November 1, 2013, govern the relationship between United Online and the Company after the Separation, and set forth, among other things, the rights and obligations of FTD and United Online regarding the Separation including: the rights and obligations related to tax payments and the administration of tax matters post-Separation; transitional services to be provided by United Online after the Separation; the rights and authority of United Online to control and settle certain litigation as disclosed in Note 14—"Contingencies—Legal Matters;" and the treatment of certain employee matters. The transition services were completed on April 15, 2014.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. TRANSACTIONS WITH RELATED PARTIES (Continued)

The I.S. Group Limited

        Interflora holds a 20.4% investment in The I.S. Group Limited ("I.S. Group"), which totaled $1.8 million and $1.6 million at September 30, 2014 and December 31, 2013, respectively, and is included in other assets in the condensed consolidated balance sheets. The share of equity earnings was not material for separate presentation in these condensed consolidated financial statements. I.S. Group supplies floral-related products to Interflora's floral network members in both the U.K. and the Republic of Ireland as well as to other customers. Interflora derives revenues from I.S. Group from (i) the sale of products (sourced from third-party suppliers) to I.S. Group for which revenue is recognized on a gross basis, (ii) the sale of products (sourced from a subsidiary of I.S. Group) to I.S. Group for which revenue is recognized on a net basis, (iii) commissions on products sold by I.S. Group (sourced from third-party suppliers) to floral network members, and (iv) commissions for acting as a collection agent on behalf of I.S. Group. Revenues related to products sold to and commissions earned from I.S. Group were $0.7 million and $0.6 million in the quarters ended September 30, 2014 and 2013, respectively, and $2.3 million and $2.1 million for the nine months ended September 30, 2014 and 2013, respectively. In addition, Interflora purchases products from I.S. Group for sale to consumers. The cost of revenues related to products purchased from I.S. Group was less than $0.1 million in the quarters ended September 30, 2014 and 2013, and was $0.2 million and $0.3 million for the nine months ended September 30, 2014 and 2013, respectively. Amounts due from I.S. Group were $0.5 million at both September 30, 2014, and December 31, 2013 and amounts payable to I.S. Group were $1.4 million at both September 30, 2014 and December 31, 2013.

5. GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS

Goodwill

        The changes in the net carrying amount of goodwill for the nine months ended September 30, 2014 were as follows (in thousands):

 
  Consumer
Segment
  Florist
Segment
  International
Segment
  Total  

Goodwill at December 31, 2013

  $ 133,226   $ 109,651   $ 98,063   $ 340,940  

Foreign currency translation

            (2,038 )   (2,038 )
                   

Goodwill at September 30, 2014

  $ 133,226   $ 109,651     96,025     338,902  
                   
                   

        In 2008, the Company recorded an impairment charge of $116.3 million. The table above reflects the Company's goodwill balances net of this accumulated impairment charge. The gross goodwill balance was $455.2 million at September 30, 2014.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS (Continued)

Intangible Assets

        Intangible assets are primarily related to the acquisition of the Company by United Online in August 2008 and consist of the following (in thousands):

 
  September 30, 2014   December 31, 2013  
 
  Gross
Value
  Accumulated
Amortization
  Net   Gross
Value
  Accumulated
Amortization
  Net  

Complete technology

  $ 41,815   $ (41,714 ) $ 101   $ 41,959   $ (41,761 ) $ 198  

Customer contracts and relationships

    105,974     (105,669 )   305     106,409     (94,679 )   11,730  

Trademarks and trade names

    159,359     (243 )   159,116     160,340     (171 )   160,169  
                           

Total

  $ 307,148   $ (147,626 ) $ 159,522   $ 308,708   $ (136,611 ) $ 172,097  
                           
                           

        The Company's trademarks and trade names are primarily indefinite-lived for which there is no associated amortization expense or accumulated amortization. At September 30, 2014 and December 31, 2013, such indefinite-lived assets, after impairment and foreign currency translation adjustments, totaled $158.4 million and $159.3 million, respectively.

        Estimated future intangible assets amortization expense at September 30, 2014 was as follows (in thousands):

October - December 2014

  $ 154  

Year ending December 31, 2015

    334  

Year ending December 31, 2016

    142  

Year ending December 31, 2017

    102  

Year ending December 31, 2018

    101  

Year ending December 31, 2019

    101  

Thereafter

    234  
       

Total

  $ 1,168  
       
       

6. FINANCING ARRANGEMENTS

Amended and Restated Credit Agreement

        On July 17, 2013, FTD Companies, Inc. entered into a credit agreement (the "2013 Credit Agreement") with Interflora, certain wholly-owned domestic subsidiaries of FTD Companies, Inc. party thereto as guarantors, the financial institutions party thereto from time to time, Bank of America Merrill Lynch and Wells Fargo Securities, LLC, as joint lead arrangers and book managers, and Bank of America, N.A., as administrative agent (in such capacity, the "Administrative Agent"), which provided for a $350 million five-year revolving credit facility. On July 17, 2013, FTD Companies, Inc. drew $220 million of the new $350 million revolving credit facility and used this, together with approximately $19 million of its existing cash balance, to repay amounts outstanding under the 2011 Credit Agreement (as defined below) in full and pay fees and expenses related to the 2013 Credit Agreement. The 2011 Credit Agreement was terminated in connection with the entry into the 2013 Credit Agreement.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. FINANCING ARRANGEMENTS (Continued)

        In connection with the signing of the Stock Purchase Agreement relating to the Acquisition, the Company entered into a financing commitment letter (the "Commitment Letter"). Pursuant to the terms of the Commitment Letter, on September 19, 2014, the Company entered into an amendment to the 2013 Credit Agreement (the "Credit Agreement Amendment"), with Interflora, the guarantors party thereto, the lenders party thereto (the "Lenders"), and the Administrative Agent. The Credit Agreement Amendment amended and restated the 2013 Credit Agreement in its entirety (as amended and restated, the "Amended and Restated Credit Agreement"). Among other things, the Amended and Restated Credit Agreement provides for a term loan in an aggregate principal amount of $200 million and sets forth the terms and conditions under which a revolving loan advance (the "Acquisition Advance") would be made available to finance the cash portion of the Acquisition purchase price.

        The proceeds of the term loan were used to repay a portion of outstanding revolving loans under the Amended and Restated Credit Agreement. The commitments of the Lenders to fund the Acquisition Advance are subject to certain limited conditions set forth in the Amended and Restated Credit Agreement.

        The obligations under the Amended and Restated Credit Agreement are guaranteed by certain of FTD Companies, Inc.'s wholly-owned domestic subsidiaries (together with FTD Companies, Inc., the "U.S. Loan Parties"). In addition, the obligations under the Amended and Restated Credit Agreement are secured by a lien on substantially all of the assets of the U.S. Loan Parties, including a pledge of all of the outstanding capital stock of certain direct subsidiaries of the U.S. Loan Parties (except with respect to foreign subsidiaries and certain domestic subsidiaries whose assets consist primarily of foreign subsidiary equity interests, in which case such pledge is limited to 66% of the outstanding capital stock).

        The interest rates applicable to borrowings under the Amended and Restated Credit Agreement are based on either LIBOR plus a margin ranging from 1.50% per annum to 2.50% per annum, or a base rate plus a margin ranging from 0.50% per annum to 1.50% per annum, calculated according to the Company's net leverage ratio. The initial base rate margin was 0.75% per annum and the initial LIBOR margin was 1.75% per annum. In addition, the Company pays a commitment fee ranging from 0.20% per annum to 0.40% per annum on the unused portion of the revolving credit facility. The interest rates (based on LIBOR) at September 30, 2014 under the term loan and the revolving credit facility were 1.98% and 1.90%, respectively. The commitment fee rate at September 30, 2014 was 0.25%. The Amended and Restated Credit Agreement contains customary representations and warranties, events of default, affirmative covenants and negative covenants, that, among other things, require the Company to maintain compliance with a maximum net leverage ratio and a minimum consolidated fixed charge coverage ratio, and impose restrictions and limitations on, among other things, investments, dividends, share repurchases, and asset sales, and the Company's ability to incur additional debt and additional liens.

        The term loan is subject to quarterly amortization payments and customary mandatory prepayments under certain conditions. The outstanding balance of the term loan and all amounts outstanding under the revolving credit facility are due upon maturity in September 2019. The future

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. FINANCING ARRANGEMENTS (Continued)

minimum principal payments through the maturity date of the Amended and Restated Credit Agreement were as follows at September 30, 2014 (in thousands):

Year Ending December 31
   
 

2015

  $ 20,000  

2016

    20,000  

2017

    20,000  

2018

    20,000  

2019

    140,000  
       

Total

  $ 220,000  
       
       

        At September 30, 2014, the remaining borrowing capacity under the Amended and Restated Credit Agreement, which was reduced by $1.3 million in outstanding letters of credit, was $328.7 million, of which $121 million was designated to fund the Acquisition Advance.

2011 Credit Agreement

        Prior to entering into the 2013 Credit Agreement, the Company had outstanding debt under the 2011 Credit Agreement. On September 10, 2011, FTD Group entered into a credit agreement (the "2011 Credit Agreement") with Wells Fargo Bank, National Association, as Administrative Agent for the lenders, to refinance its previously outstanding credit facility. The 2011 Credit Agreement provided FTD Group with a $315 million senior secured credit facility consisting of (i) a $265 million seven-year term loan (the "2011 Term Loan") and (ii) a $50 million five-year revolving credit facility (the "2011 Revolving Credit Facility"), and certain other financial accommodations, including letters of credit.

        The interest rates on both the 2011 Term Loan and the 2011 Revolving Credit Facility under the 2011 Credit Agreement were either a base rate plus 2.5% per annum, or LIBOR plus 3.5% per annum (with a LIBOR floor of 1.25% in the case of the 2011 Term Loan and step downs in the LIBOR margin on the 2011 Revolving Credit Facility depending on FTD Group's net leverage ratio). In addition, there was a commitment fee, which was equal to 0.45% per annum on the unused portion of the 2011 Revolving Credit Facility.

        The refinancing of both the 2013 Credit Agreement and the 2011 Credit Agreement were accounted for in accordance with ASC 470, Debt. Losses on extinguishment of debt of $0.1 million and $2.3 million were recorded in interest expense in connection with the refinancing of the 2013 Credit Agreement and the 2011 Credit Agreement during the quarters ended September 30, 2014 and September 30, 2013, respectively.

7. DERIVATIVE INSTRUMENTS

        In March 2012, the Company entered into forward starting interest rate cap instruments based on 3-month LIBOR that are effective from January 2015 to June 2018 and have aggregated notional values totaling $130 million. The interest rate cap instruments are designated as cash flow hedges against expected future cash flows attributable to future 3-month LIBOR interest payments on a portion of the Company's outstanding borrowings. The gains or losses on the instruments are reported in other comprehensive income to the extent that they are effective and will be reclassified into

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. DERIVATIVE INSTRUMENTS (Continued)

earnings when the expected future cash flows, beginning in January 2015 through June 2018 and attributable to future 3-month LIBOR interest payments, are recognized in earnings.

        The estimated fair values and notional values of outstanding derivative instruments were as follows (in thousands):

 
   
  Estimated Fair Value of
Derivative Instruments
  Notional Value of
Derivative Instruments
 
 
  Balance Sheet
Location
  September 30,
2014
  December 31,
2013
  September 30,
2014
  December 31,
2013
 

Derivative Assets:

                             

Interest rate caps

  Other assets   $ 557   $ 1,244   $ 130,000   $ 130,000  

Forward foreign currency exchange contracts

  Other assets   $ 2   $   $ 2,430   $  

        The Company recognized the following gains (losses) from derivatives, before tax, in other comprehensive loss (in thousands):

 
  Quarter Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2014   2013   2014   2013  

Derivatives Designated as Cash Flow Hedging Instruments:

                         

Interest rate caps

  $ (7 ) $ (368 ) $ (687 ) $ 469  

Derivatives Designated as Net Investment Hedging Instruments:

                         

Forward foreign currency exchange contracts

  $   $ (61 ) $   $ 101  

        The effective portion, before tax effect, of the Company's interest rate caps designated as cash flow hedging instruments was $1.4 million and $0.7 million at September 30, 2014 and December 31, 2013, respectively. No amounts were reclassified out of accumulated other comprehensive loss during the nine months ended September 30, 2014. There was no ineffectiveness related to the Company's forward foreign currency exchange contracts designated as net investment hedging instruments for the nine months ended September 30, 2013.

        In September 2014, the Company entered into a forward foreign currency exchange contract, notional value of $2.4 million, which was not designated as a hedging instrument. Accordingly, gains and losses related to changes in the fair value of such contract are reflected in other income (expense) in the condensed consolidated statement of operations for the quarter ended September 30, 2014.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. FAIR VALUE MEASUREMENTS

        The following table presents estimated fair values of financial assets and derivative instruments that were required to be measured at fair value on a recurring basis (in thousands):

 
  September 30, 2014   December 31, 2013  
 
  Total   Level 1   Level 2   Total   Level 1   Level 2  

Assets:

                                     

Money market funds

  $ 61,333   $ 61,333   $   $ 46,736   $ 46,736   $  

Derivative assets

    559         559     1,244         1,244  
                           

Total

  $ 61,892   $ 61,333   $ 559   $ 47,980   $ 46,736   $ 1,244  
                           
                           

        The Company estimated the fair value of its long-term debt using a discounted cash flow approach that incorporates a market interest yield curve with adjustments for duration and risk profile. In determining the market interest yield curve, the Company considered, among other factors, its estimated credit spread. The Company estimated a credit spread of 1.8% and 2.4% at September 30, 2014 for its term loan and revolving credit facility, respectively, and estimated a credit spread of 2.0% at December 31, 2013 for the revolving credit facility. The resulting yield-to-maturity estimate for the term loan and the revolving credit facility was 3.6% and 4.2%, respectively, at September 30, 2014 and was 3.5% for the revolving credit facility at December 31, 2013. The table below summarizes the carrying amounts and estimated fair values for long-term debt (in thousands):

 
  September 30, 2014   December 31, 2013  
 
   
  Estimated
Fair Value
   
  Estimated
Fair Value
 
 
  Carrying
Amount
  Carrying
Amount
 
 
  Level 2   Level 2  

Total debt

  $ 220,000   $ 220,000   $ 220,000   $ 220,658  

        Fair value approximates the carrying amount of financing receivables because such receivables are discounted at a rate comparable to market. Fair values of cash and cash equivalents, short-term accounts receivable, accounts payable, and accrued liabilities approximate their carrying amounts because of their short-term nature.

9. STOCKHOLDERS' EQUITY

Common Stock Repurchases

        On February 27, 2014, the Company's Board of Directors authorized a common stock repurchase program (the "Program") that allows FTD Companies, Inc. to repurchase up to $50 million of FTD common stock from time to time over a two-year period in both open market and privately negotiated transactions. As of September 30, 2014, the Company had not repurchased any shares under the Program.

        Upon vesting of restricted stock units ("RSUs") or exercise of stock options, the Company does not collect the minimum statutory withholding taxes in cash from employees. Instead, the Company automatically withholds, from the RSUs that vest or stock options exercised, the portion of those shares with a fair market value equal to the amount of the minimum statutory withholding taxes due. The withheld shares are accounted for as repurchases of common stock but are not considered repurchases

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. STOCKHOLDERS' EQUITY (Continued)

under the Program. The Company then pays the minimum statutory withholding taxes in cash. During the nine months ended September 30, 2014, 164,786 RSUs vested for which 57,200 shares were withheld to cover the minimum statutory withholding taxes of $1.8 million.

10. INCENTIVE COMPENSATION PLANS

        The FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan (the "2013 Plan"), which became effective upon the Separation, authorizes the granting of awards to employees and non-employee directors, including stock options, stock appreciation rights, RSUs and other stock-based awards. Under the 2013 Plan, 1.6 million shares of FTD common stock have been reserved for issuance of awards. At September 30, 2014, 0.3 million shares were available for issuance under the 2013 Plan. In addition, in January 2014, eligible employees of the Company were able to begin participating in the FTD Amended and Restated 2013 Employee Stock Purchase Plan (the "ESPP"). On October 30, 2014, the FTD Board of Directors approved the termination of the ESPP, which termination will be effective as of May 1, 2015, following the close of the six-month purchase interval under the ESPP that ends on April 30, 2015.

        On March 11, 2014, the Company granted RSUs and stock options to certain employees totaling 0.2 million and 0.2 million shares, respectively. The RSUs and stock options granted will generally vest in four equal annual installments beginning on February 15, 2015. The stock options were granted with an exercise price of $31.40, the market value of the underlying stock on the grant date.

        Prior to November 1, 2013, the Company's employees were generally eligible to participate in the stock-based compensation plans of United Online. Under these plans, certain employees of the Company received grants of RSUs and stock options for United Online common stock. In connection with the Separation, equity awards previously granted under these stock-based compensation plans, and outstanding at the Separation date, were adjusted and converted into new equity awards under the 2013 Plan. Additionally, all eligible Company employees were provided the opportunity to participate in United Online's employee stock purchase plan prior to the Separation.

        The following table summarizes the non-cash stock-based compensation incurred under the 2013 Plan and the United Online stock-based compensation plans that has been included in the condensed consolidated statements of operations (in thousands):

 
  Quarter Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2014   2013   2014   2013  

Cost of revenues

  $ 39   $ 11   $ 98   $ 42  

Sales and marketing

    668     475     1,828     1,349  

General and administrative

    1,239     500     3,583     1,428  
                   

Total stock-based compensation

  $ 1,946   $ 986   $ 5,509   $ 2,819  
                   
                   

        For the quarter and nine months ended September 30, 2013, allocated expenses from United Online include stock-based compensation of $0.3 million and $0.8 million, respectively, for the employees of United Online whose cost of services were partially allocated to the Company. These

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. INCENTIVE COMPENSATION PLANS (Continued)

costs are not reflected in the table above; however, these costs are included in general and administrative expenses in the condensed consolidated statements of operations. For additional information related to costs allocated to the Company by United Online, see Note 4—"Transactions with Related Parties."

11. INCOME TAXES

        The Company recorded a $2.2 million tax benefit for the quarter ended September 30, 2014 on pre-tax income of $2.4 million. The benefit resulted primarily from the release of $2.8 million of the valuation allowance related to foreign tax credits during the quarter, partially offset by the treatment of non-deductible costs related to the Acquisition.

        The Company's effective income tax rate for the nine months ended September 30, 2014 of 30% was lower than the U.S. federal statutory tax rate of 35% primarily due to the reduction in the valuation allowance during the period, partially offset by the treatment of non-deductible costs related to the Acquisition.

12. EARNINGS PER SHARE

        Certain of the Company's RSUs are considered participating securities because they contain a non-forfeitable right to dividends, irrespective of whether dividends are actually declared or paid or the awards ultimately vest. Accordingly, the Company computes earnings per share pursuant to the two-class method in accordance with ASC 260, Earnings Per Share.

        The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share amounts):

 
  Quarter Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2014   2013   2014   2013  

Numerator:

                         

Net income

  $ 4,614   $ 180   $ 18,943   $ 14,955  

Income allocated to participating securities

    (108 )       (420 )    
                   

Net income attributable to common stockholders

  $ 4,506   $ 180   $ 18,523   $ 14,955  
                   
                   

Denominator:

                         

Basic average common shares outstanding

    18,949     18,584     18,921     18,584  
                   
                   

Add: Dilutive effect of non-participating securities          

    63         51      
                   

Diluted average common shares outstanding

    19,012     18,584     18,972     18,584  
                   
                   

Basic earnings per common share

  $ 0.24   $ 0.01   $ 0.98   $ 0.80  
                   
                   

Diluted earnings per common share

  $ 0.24   $ 0.01   $ 0.98   $ 0.80  
                   
                   

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

12. EARNINGS PER SHARE (Continued)

        Immediately prior to the Separation, the authorized shares of FTD Companies, Inc. capital stock were increased from 10,000 to 65,000,000, divided into 60,000,000 shares of FTD common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. The 10,000 shares of FTD common stock, par value $0.01 per share, that were previously issued and outstanding were, upon the Separation, automatically reclassified as and became 18,583,927 shares of FTD common stock, par value $0.0001 per share. In connection with the Separation, on November 1, 2013, holders of United Online common stock received one share of FTD common stock for every five shares of United Online common stock held on October 10, 2013, the record date. The same number of shares was used to calculate basic and diluted earnings per share for the periods prior to the Separation since no FTD stock-based awards were outstanding prior to the Separation.

        The diluted earnings per common share computations exclude stock options and RSUs, which are antidilutive. Weighted-average antidilutive shares for the quarter and nine months ended September 30, 2014 were 0.3 million and 0.2 million, respectively.

13. RESTRUCTURING AND OTHER EXIT COSTS

        Restructuring and other exit costs were as follows (in thousands):

Accrued restructuring and other exit costs at December 31, 2013

  $ 166  

Restructuring and other exit costs

    220  

Cash paid for restructuring and other exit costs

    (370 )

Other

    (16 )
       

Accrued restructuring and other exit costs at September 30, 2014

  $  
       
       

        During the nine months ended September 30, 2014, the Company paid $0.4 million of restructuring and other exit costs related to the closure of all six concession stands located within garden centers in the U.K. of which $0.2 million was accrued at December 31, 2013. The Company did not record or pay any restructuring and other exit costs during the nine months ended September 30, 2013.

14. CONTINGENCIES—LEGAL MATTERS

        In 2010, FTD.COM and Classmates, Inc. (a wholly-owned subsidiary of United Online) received subpoenas from the Attorney General for the State of Kansas and the Attorney General for the State of Maryland, respectively. These subpoenas were issued on behalf of a Multistate Work Group that consists of the Attorneys General for the following states: Alabama, Alaska, Delaware, Florida, Idaho, Illinois, Kansas, Maine, Maryland, Michigan, Nebraska, New Mexico, New Jersey, North Dakota, Ohio, Oregon, Pennsylvania, South Dakota, Texas, Vermont, Washington, and Wisconsin. The primary focus of the inquiry concerns certain post-transaction sales practices in which these companies previously engaged with certain third-party vendors. In the second quarter of 2012, FTD.COM and Classmates, Inc. received an offer of settlement from the Multistate Work Group consisting of certain injunctive relief and the consideration of two areas of monetary relief: (1) restitution to consumers and (2) a $20 million payment by these companies for the violations alleged by the Multistate Work Group and to reimburse the Multistate Work Group for its investigation costs. FTD.COM and

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

14. CONTINGENCIES—LEGAL MATTERS (Continued)

Classmates, Inc. rejected the Multistate Work Group's offer. FTD.COM and Classmates, Inc. have since had ongoing discussions with the Multistate Work Group regarding a negotiated resolution, with the most recent proposal made by the companies on September 19, 2014 to resolve the matter without admitting liability by making a settlement payment of $7 million and $2 million (capped) restitution by Classmates, Inc. to a group of purchasers of its subscription services. On October 20, 2014, the Multistate Work Group responded to the companies' September 19, 2014 offer with a counter offer seeking a payment from FTD.COM and Classmates, Inc. of $9 million and restitution from Classmates, Inc. of $4 million. FTD.COM and Classmates, Inc. have not yet responded to the Multistate Work Group's latest counter offer. While the companies anticipate that settlement discussions will be ongoing, there can be no assurances as to the terms on which the companies and the Multistate Work Group may agree to settle this matter, or that any settlement of this matter may be reached. If no settlement is reached, certain Attorneys General of the Multistate Work Group may file litigation against FTD.COM and Classmates, Inc. and, in the event of litigation, FTD.COM intends to vigorously defend itself.

        The Company cannot predict the outcome of these or any other governmental investigations or other legal actions or their potential implications for its business. There are no assurances that additional governmental investigations or other legal actions will not be instituted in connection with the Company's former post-transaction sales practices or other current or former business practices.

        In December 2008, Interflora, Inc. (in which the Company has a two- thirds ownership interest) and Interflora issued proceedings against Marks and Spencer plc ("Marks and Spencer") seeking injunctive relief, damages, interest, and costs in an action claiming infringement of U.K. trademark registration number 1329840 and European Community trademark registration number 909838, both for the word "Interflora". Marks and Spencer did not make a counterclaim. In July 2009, the High Court of Justice of England and Wales (the "High Court"), referred certain questions to the Court of Justice of European Union ("CJEU") for a preliminary ruling. In September 2011, the CJEU handed down its judgment on the questions referred by the High Court. In February 2012, the High Court scheduled the trial for April 2013. In September 2012, Interflora executed an indemnity agreement by which Interflora agreed to indemnify Interflora, Inc. against all losses and expenses arising out of this action which Interflora, Inc. may incur after July 10, 2012. The trial in this matter concluded in April 2013. In May 2013, the High Court ruled that Marks and Spencer infringed the Interflora trademarks. In June 2013, the High Court issued an injunction prohibiting Marks and Spencer from infringing the Interflora trademarks in specified jurisdictions and ordered Marks and Spencer to provide certain disclosures in order for damages to be quantified. The High Court granted Marks and Spencer permission to appeal the ruling. The appeal was heard by the Court of Appeal at a hearing held July 8-10, 2014. On November 5, 2014, the Court of Appeal issued its judgment upholding the appeal but did not determine the case in favor of either party, and instead remitted the case for a retrial by the High Court. On November 12, 2014, the Court of Appeal determined the order from its judgment, which will become effective as of November 18, 2014, setting aside the order of the High Court from June of 2013. Pursuant to the order, Interflora must make an interim payment of $0.3 million to Marks and Spencer towards the cost of the appeal and repay the $1.8 million payment on account of its costs of the first High Court trial that Marks and Spencer was ordered to pay to Interflora in 2013. The part of the order lifting the injunction prohibiting Marks and Spencer from infringing the Interflora trademarks is suspended until November 21, 2014. On November 12, 2014, Interflora made an

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

14. CONTINGENCIES—LEGAL MATTERS (Continued)

application to the High Court to extend the injunction until the retrial of the action. The hearing for such application has been set for November 19, 2014. No date has been set for the retrial.

        The Separation and Distribution Agreement which was executed between FTD and United Online in connection with the Separation provides United Online with the right to control the litigation and settlement of certain litigation matters that relate to United Online, its predecessors and its consolidated subsidiaries and the Company, its predecessors and its consolidated subsidiaries, and which were asserted before the Separation, as well as specified litigation matters which are asserted after the Separation. These matters include the ongoing matters relating to the Company's former post-transaction sales practices or other current or former business practices described above. The Separation and Distribution Agreement also provides for the allocation of liabilities and expenses between United Online and the Company with respect to these matters. It also establishes procedures with respect to claims subject to indemnification, insurance claims, and related matters. The Company and United Online may not prevail in existing or future claims and any judgments against the Company, or settlement or resolution of such claims may involve the payment of significant sums, including damages, fines, penalties, or assessments, or changes to the Company's business practices.

        The Company records a liability when it believes that it is both probable that a loss will be incurred, and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued, and makes adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount. The Company may be unable to estimate a possible loss or range of possible loss due to various reasons, including, among others: (i) if the damages sought are indeterminate, (ii) if the proceedings are in early stages, (iii) if there is uncertainty as to the outcome of pending appeals, motions or settlements, (iv) if there are significant factual issues to be determined or resolved, and (v) if there are novel or unsettled legal theories presented. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. At September 30, 2014 and December 31, 2013, the Company had reserves totaling $2.7 million and $0.8 million, respectively, for estimated losses related to certain legal matters. With respect to other legal matters, the Company has determined, based on its current knowledge, that the amount of possible loss or range of loss, including any reasonably possible losses in excess of amounts already accrued, is not reasonably estimable. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company's control. As such, there can be no assurance that the final outcome of these matters will not materially and adversely affect the Company's business, financial condition, results of operations, or cash flows.

15. SUPPLEMENTAL CASH FLOW INFORMATION

        The following table sets forth supplemental cash flow disclosures (in thousands):

 
  Nine Months Ended
September 30,
 
 
  2014   2013  

Cash paid for interest

  $ 4,307   $ 6,620  

Cash paid for income taxes, net

    14,281     19,300  

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

        We are a premier floral and gifting company with a vision to be the leading and most trusted floral and gifting company in the world. Our mission is to inspire, support, and delight our customers when expressing life's most important sentiments. We provide floral, gift and related products and services to consumers, retail florists, and other retail locations and companies in need of floral and gifting solutions. Our business uses the highly-recognized FTD and Interflora brands, both supported by the iconic Mercury Man logo. While we operate primarily in the United States ("U.S."), Canada, the United Kingdom ("U.K."), and the Republic of Ireland, we have worldwide presence as our iconic Mercury Man logo is displayed in nearly 40,000 floral shops in approximately 150 countries. Our portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K. While floral arrangements and plants are our primary offerings, we also market and sell gift items, including jewelry, chocolate dip delights™ and other sweets, gift baskets, wine and champagne, fruit, and spa products.

        We report our business in three operating and reportable segments: Consumer, Florist and International. Through our Consumer segment, we are a leading direct marketer of floral and gift products for consumers, primarily in the U.S. and Canada. Our Consumer segment operates primarily through the www.ftd.com website, associated mobile sites, and the 1-800-SEND-FTD telephone number. Through our Florist segment, we are a leading provider of products and services to our floral network members, which include traditional retail florists and other non-florist retail locations, primarily in the U.S. and Canada. We also provide products and services to other companies in need of floral and gifting solutions. Our 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.

Recent Developments

        On July 30, 2014, we entered into a stock purchase agreement (the "Stock Purchase Agreement") with Liberty Interactive Corporation ("Liberty") and Provide Commerce Inc. ("Provide Commerce") pursuant to which we will acquire from Liberty all of the issued and outstanding shares of Provide Commerce's common stock (the "Acquisition") for an aggregate purchase price of approximately $430 million. The purchase price consists of $121 million in cash and 10.2 million shares of FTD common stock, which is the number of shares that would equal 35% of the post-closing issued and outstanding shares of FTD common stock (based on the number of shares issued and outstanding on July 29, 2014).

        On September 4, 2014 we received notice of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the proposed Acquisition. Termination of the waiting period satisfies one of the conditions required for completion of the Acquisition. The closing of the Acquisition is subject to customary closing conditions, including the approval of FTD stockholders of the issuance of shares of FTD common stock in connection with the Acquisition. The definitive proxy statement related to the special meeting of our stockholders to be held on December 11, 2014 to obtain this approval was filed with the Securities and Exchange Commission (the "SEC") on November 3, 2014. We expect the Acquisition to be completed by January 1, 2015, although there can be no assurance the Acquisition will occur within the expected

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timeframe or at all. The Stock Purchase Agreement contains certain termination rights for both us and Liberty.

        In connection with the signing of the Stock Purchase Agreement relating to the Acquisition, the Company entered into a financing commitment letter (the "Commitment Letter"). Pursuant to the terms of the Commitment Letter, on September 19, 2014, the Company entered into an amendment to the 2013 Credit Agreement (the "Credit Agreement Amendment"), with Interflora, the guarantors party thereto, the lenders party thereto (the "Lenders"), and the Administrative Agent. The Credit Agreement Amendment amended and restated the 2013 Credit Agreement in its entirety (as amended and restated, the "Amended and Restated Credit Agreement"). Among other things, the Amended and Restated Credit Agreement provides for a term loan in an aggregate principal amount of $200 million and sets forth the terms and conditions under which a revolving loan advance (the "Acquisition Advance") would be made available to finance the cash portion of the Acquisition purchase price.

        The proceeds of the term loan were used to repay a portion of outstanding revolving loans under the Amended and Restated Credit Agreement. The commitments of the Lenders to fund the Acquisition Advance are subject to certain limited conditions set forth in the Amended and Restated Credit Agreement.

Separation from United Online

        Prior to November 1, 2013, FTD was a wholly-owned subsidiary of United Online. On November 1, 2013, United Online separated into two independent, publicly-traded companies: FTD Companies, Inc. and United Online, Inc. (the "Separation"). The Separation was consummated through a tax-free dividend involving the distribution of all shares of FTD common stock to United Online's stockholders. Following completion of the Separation, FTD Companies, Inc. became an independent, publicly-traded company on the NASDAQ Global Select Market utilizing the symbol "FTD".

        Following the Separation, United Online has no continuing ownership interest in FTD, however, as part of the Separation, FTD entered into various agreements with United Online, including The Separation and Distribution Agreement, The Transition Services Agreement, The Tax Sharing Agreement, and The Employee Matters Agreement. These agreements, which became effective on November 1, 2013, govern the relationship between United Online and the Company after the Separation, and set forth, among other things, the rights and obligations of FTD and United Online regarding the Separation including: the rights and obligations related to tax payments and the administration of tax matters post-Separation; transitional services to be provided by United Online after the Separation; the rights and authority of United Online to control and settle certain litigation as disclosed in Note 14—"Contingencies—Legal Matters"; of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q; and the treatment of certain employee matters. The transition services were completed on April 15, 2014.

Items Affecting Comparability of Financial Results

        The historical condensed consolidated financial statements for the periods prior to the Separation include direct costs of the Company incurred by United Online on the Company's behalf and allocations of certain general corporate costs incurred by United Online. Direct costs include finance, legal, human resources, technology development, and other services and were determined based on the estimated level of services expended by United Online for services provided to the Company. Allocations of certain general corporate costs include, without limitation, executive oversight, accounting, internal audit, treasury, tax, and legal. The allocations of these general corporate costs were based primarily on time incurred and/or activities associated with the Company. Management believes the allocations of these corporate costs from United Online were reasonable and does not believe the Company's costs would have been significantly different on a stand-alone basis prior to the Separation.

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However, the allocated costs may not include all of the costs that would have been incurred had the Company been a stand-alone company during the periods prior to the Separation, and accordingly, the Company's condensed consolidated financial statements may not reflect the financial position, results of operations, and cash flows had the Company been a stand-alone company during the periods prior to the Separation.

KEY BUSINESS METRICS

        We review a number of key business metrics to help us monitor our performance and trends affecting our segments, and to develop forecasts and budgets. These key metrics include the following:

        Segment operating income.    Our chief operating decision maker uses segment operating income to evaluate the performance of our 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 (expense). See Note 2—"Segment Information" of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for a reconciliation of segment operating income to consolidated operating income and consolidated income before income taxes.

        Consumer orders.    We monitor 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 through 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.

        Average order value.    We monitor the average value for consumer orders delivered in a given period, which we refer 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 our Consumer and International segments is tracked 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).

        Average revenues per member.    We monitor average revenues per member for our floral network members in the Florist segment. Average revenues per member represents the average revenues earned from a member of our floral network during a period. Revenues include services revenues and products revenues, but exclude revenues from sales to non-members. Floral network members include our retail florists and other non-florist retail locations who 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.

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        The table below sets forth, for the periods presented, our consolidated revenues, segment revenues, segment operating income, consumer orders, average order values, average revenues per member, and average currency exchange rates.

 
  Quarter Ended
September 30,
  Change   Nine Months Ended
September 30,
  Change  
 
  2014   2013   $   %   2014   2013   $   %  
 
  (in thousands, except for average order
values, average revenues
per member, and average currency exchange rates)

 

Consolidated:

                                                 

Consolidated revenues

  $ 125,100   $ 118,527   $ 6,573     6 % $ 483,047   $ 473,089   $ 9,958     2 %

Consumer:

                                                 

Segment revenues(a)

  $ 54,714   $ 52,820   $ 1,894     4 % $ 238,383   $ 244,092   $ (5,709 )   (2 )%

Segment operating income

  $ 5,060   $ 5,361   $ (301 )   (6 )% $ 23,738   $ 27,262   $ (3,524 )   (13 )%

Consumer orders

    709     712     (3 )   %   3,250     3,420     (170 )   (5 )%

Average order value

  $ 72.64   $ 69.89   $ 2.75     4 % $ 69.23   $ 67.28   $ 1.95     3 %

Florist:

                                                 

Segment revenues(a)

  $ 36,238   $ 36,083   $ 155     %   124,061   $ 124,986   $ (925 )   (1 )%

Segment operating income

  $ 10,660   $ 10,094   $ 566     6 % $ 35,906   $ 36,004   $ (98 )   %

Average revenues per member

  $ 2,858   $ 2,649   $ 209     8 % $ 9,447   $ 9,015   $ 432     5 %

International:

                                                 

Segment revenues

  $ 37,379   $ 32,763   $ 4,616     14 % $ 134,211   $ 118,217   $ 15,994     14 %

Segment operating income

  $ 3,763   $ 3,508   $ 255     7 % $ 15,330   $ 13,560   $ 1,770     13 %

Consumer orders

    549     538     11     2 %   2,005     1,955     50     3 %

Average order value (in GBP)

  £ 33.70   £ 32.76   £ 0.94     3 % £ 33.43   £ 32.93   £ 0.50     2 %

Average order value (in USD)

  $ 56.24   $ 50.85   $ 5.39     11 % $ 55.74   $ 50.75   $ 4.99     10 %

Average currency exchange rate: GBP to USD

    1.67     1.55                 1.67     1.54              

(a)
Segment revenues are prior to intersegment eliminations. See Note 2—"Segment Information" of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for a reconciliation of segment revenues to consolidated revenues.

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CONSOLIDATED OPERATING RESULTS

        The following table sets forth selected historical consolidated financial data. The information contained in the table below should be read in conjunction with "Liquidity and Capital Resources," included in this Item 2, and the condensed consolidated financial statements and accompanying notes thereto included in Part I, Item 1 of this Form 10-Q.

 
  Quarter Ended
September 30,
  Change   Nine Months Ended
September 30,
  Change  
 
  2014   2013   $   %   2014   2013   $   %  
 
  (in thousands, except percentages and per
share amounts)

 

Revenues

  $ 125,100   $ 118,527   $ 6,573     6 % $ 483,047   $ 473,089   $ 9,958     2 %

Operating expenses:

                                                 

Cost of revenues

    76,080     72,469     3,611     5 %   305,392     297,946     7,446     2 %

Sales and marketing

    22,650     21,184     1,466     7 %   82,596     79,194     3,402     4 %

General and administrative

    19,737     16,709     3,028     18 %   52,674     45,823     6,851     15 %

Amortization of intangible assets

    2,777     5,721     (2,944 )   (51 )%   11,618     18,524     (6,906 )   (37 )%

Restructuring and other exit costs

    (67 )       (67 )   N/A     220         220     N/A  
                                       

Total operating expenses

    121,177     116,083     5,094     4 %   452,500     441,487     11,013     2 %
                                       

Operating income

    3,923     2,444     1,479     61 %   30,547     31,602     (1,055 )   (3 )%

Interest expense, net

    (1,413 )   (3,914 )   2,501     64 %   (3,894 )   (9,954 )   6,060     61 %

Other (expense) income, net

    (74 )   25     (99 )   (396 )%   398     265     133     50 %
                                       

Income (loss) before income taxes

    2,436     (1,445 )   3,881     269 %   27,051     21,913     5,138     23 %

Provision (benefit) for income taxes

    (2,178 )   (1,625 )   (553 )   34 %   8,108     6,958     1,150     17 %
                                       

Net income

  $ 4,614   $ 180   $ 4,434     nm   $ 18,943   $ 14,955   $ 3,988     27 %
                                       
                                       

Earnings per common share:

                                                 

Basic

  $ 0.24   $ 0.01   $ 0.23     nm   $ 0.98   $ 0.80   $ 0.18     23 %
                                       
                                       

Diluted

  $ 0.24   $ 0.01   $ 0.23     nm   $ 0.98   $ 0.80   $ 0.18     23 %
                                       
                                       

nm = not meaningful

Consolidated Revenues

        Consolidated revenues increased $6.6 million for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013. Foreign currency exchange rates favorably impacted revenues by $2.6 million during the quarter ended September 30, 2014. The increase in consolidated revenues was primarily due to a $4.6 million increase ($2.0 million in constant currency) in revenues from our International segment, a $1.9 million increase in revenues from our Consumer segment (prior to intersegment eliminations), and a $0.2 million increase in revenues from our Florist segment.

        Consolidated revenues increased $10.0 million for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. Foreign currency exchange rates favorably impacted revenues by $10.1 million during the nine months ended September 30, 2014. The increase in consolidated revenues was primarily due to a $16.0 million increase ($5.9 million in constant currency) in revenues from our International segment, partially offset by a $5.7 million decrease in revenues from our Consumer segment (prior to intersegment eliminations), and a $0.9 million decrease in revenues from our Florist segment.

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Consolidated Cost of Revenues

        Consolidated cost of revenues increased $3.6 million for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013. Foreign currency exchange rates had a $1.8 million unfavorable impact on cost of revenues for the quarter ended September 30, 2014. The increase in consolidated cost of revenues was primarily due to a $3.4 million increase ($1.6 million in constant currency) in cost of revenues associated with our International segment, a $0.6 million increase in cost of revenues associated with our Consumer segment, partially offset by a $0.6 million decrease in cost of revenues associated with our Florist segment. Consolidated cost of revenues, as a percentage of consolidated revenues, remained consistent at 61% for the quarters ended September 30, 2014 and September 30, 2013.

        Consolidated cost of revenues increased $7.4 million for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. Foreign currency exchange rates had a $7.0 million unfavorable impact on cost of revenues for the nine months ended September 30, 2014. The increase in consolidated cost of revenues was primarily due to a $11.9 million increase ($4.9 million in constant currency) in cost of revenues associated with our International segment, a $0.3 million increase in depreciation expense, partially offset by a $4.2 million decrease in cost of revenues associated with our Consumer segment, and a $1.0 million decrease in cost of revenues associated with our Florist segment. Consolidated cost of revenues, as a percentage of consolidated revenues, remained consistent at 63% for the nine month periods ended September 30, 2014 and September 30, 2013.

Consolidated Sales and Marketing

        Consolidated sales and marketing expenses increased $1.5 million during the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013. Foreign currency exchange rates had a $0.3 million unfavorable impact on consolidated sales and marketing expenses for the quarter ended September 30, 2014. The increase was primarily due to a $1.4 million increase in sales and marketing expenses in our Consumer segment. Consolidated sales and marketing expenses, as a percentage of consolidated revenues, remained consistent at 18% for the quarters ended September 30, 2014 and September 30, 2013.

        Consolidated sales and marketing expenses increased $3.4 million during the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. Foreign currency exchange rates had a $1.2 million unfavorable impact on consolidated sales and marketing expenses for the nine months ended September 30, 2014. The increase was due to a $1.1 million increase ($0.1 million decrease in constant currency) in sales and marketing expenses in our International segment, a $1.7 million increase in sales and marketing expenses in our Consumer segment, partially offset by a $0.4 million decrease ($0.2 million increase excluding intersegment transactions) in sales and marketing expenses in our Florist segment. Consolidated sales and marketing expenses, as a percentage of consolidated revenues, remained consistent at 17% for the nine month periods ended September 30, 2014 and September 30, 2013.

Consolidated General and Administrative

        Consolidated general and administrative expenses increased $3.0 million for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013. We incurred $3.4 million in transaction-related costs associated with the Acquisition during the quarter ended September 30, 2014. Personnel-related costs increased $1.4 million primarily due to increased headcount, stock-based compensation, and other compensation costs. Costs related to insurance, facilities, and technology-related expenses increased $0.8 million. Much of these increased costs are associated with the operations of the Company as a stand-alone public company. In addition, litigation and dispute

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settlement charges increased $1.2 million primarily related to the increase in legal reserves and legal expenses increased $1.1 million primarily related to the repayment of previously awarded legal fees in the Marks and Spencer litigation. Partially offsetting these increases was a decrease of $3.3 million related to costs incurred during the quarter ended September 30, 2013 in conjunction with the Separation, and a further decrease of $1.7 million related to United Online direct and general corporate cost allocations which were incurred during the quarter ended September 30, 2013 while we were a wholly-owned subsidiary of United Online. Consolidated general and administrative expenses, as a percentage of consolidated revenues, were 16% for the quarter ended September 30, 2014, compared to 14% for the quarter ended September 30, 2013.

        Consolidated general and administrative expenses increased $6.9 million for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, primarily due to $5.1 million in transaction-related costs associated with the Acquisition incurred during the nine months ended September 30, 2014. Costs related to professional services fees, insurance, technology-related expenses, and facilities increased $3.6 million. Personnel-related costs increased $4.0 million primarily due to increased headcount, stock-based compensation, and other compensation costs. In addition, depreciation expense increased $0.8 million. Much of these increased costs are associated with the operations of the Company as a stand-alone public company. The remaining increase in general and administrative expenses related primarily to an increase of $1.6 million in litigation and dispute settlement charges and a $1.0 million increase in legal expenses during the nine months ended September 30, 2014 due to the repayment of previously awarded legal fees in the Marks and Spencer litigation. During the nine months ended September 30, 2013, legal expenses were reduced by $1.7 million related to such interim award for reimbursement of legal fees. Partially offsetting these increases was a decrease of $4.8 million related to United Online direct and general corporate cost allocations which were incurred during the nine months ended September 30, 2013 while we were a wholly-owned subsidiary of United Online, and a further decrease of $4.7 million of costs associated with the Separation. Consolidated general and administrative expenses, as a percentage of consolidated revenues, were 11% for the nine months ended September 30, 2014, compared to 10% for the nine months ended September 30, 2013.

Amortization of Intangible Assets

        Amortization of intangible assets decreased $2.9 million and $6.9 million for the quarter and nine months ended September 30, 2014, compared to the quarter and nine months ended September 30, 2013, respectively, primarily due to certain complete technology intangible assets becoming fully amortized during the third quarter of 2013.

Interest Expense, Net

        Net interest expense decreased $2.5 million for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013. Interest expense for the quarter ended September 30, 2014 included a loss on extinguishment of debt of $0.1 million related to the refinancing of our credit facility in September 2014. Interest expense in the quarter ended September 30, 2013 included a $2.3 million loss on extinguishment of debt associated with the refinancing of our credit facility in July 2013. Net interest expense decreased $6.1 million for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, due to lower interest rates as a result of the refinancing of our credit facility in July 2013 and lower debt principal balances outstanding.

Provision for Income Taxes

        During the quarter ended September 30, 2014, we recorded a tax benefit of $2.2 million on pre-tax income of $2.4 million. This benefit was primarily due to a $2.8 million tax benefit recorded related to a reduction in the valuation allowance for foreign tax credits. Additionally, during the quarter ended

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September 30, 2013, we recorded a tax benefit of $1.4 million due to a reduction in the U.K. statutory corporation tax rate, which resulted in the re-measurement of deferred tax balances. Partially offsetting these benefits was the treatment of non-deductible costs related to the Acquisition and the Separation during the quarters ended September 30, 2014 and 2013, respectively.

        Our effective income tax rate was 30% for the nine months ended September 30, 2014, compared to 32% for nine months ended September 30, 2013. The effective income tax rates for the nine months ended September 30, 2014 and September 30, 2013 were impacted by the reduction in the valuation allowance related to foreign tax credits during 2014 and the reduction in the U.K. statutory corporation tax rate during 2013, which were partially offset by the treatment of non-deductible costs related to the Acquisition and Separation, respectively.

BUSINESS SEGMENT OPERATING RESULTS

        Prior to the Separation, we reported our business in one operating and reportable segment. Effective with the management changes that occurred in conjunction with the Separation, we began reporting our business in three operating and reportable segments: Consumer, Florist and International. The segment reporting for all periods presented reflects these reportable segments.

CONSUMER SEGMENT

 
  Quarter Ended
September 30,
  Change   Nine Months Ended
September 30,
  Change  
 
  2014   2013   $   %   2014   2013   $   %  
 
  (in thousands, except percentages and
average order values)

 

Segment revenues

  $ 54,714   $ 52,820   $ 1,894     4 % $ 238,383   $ 244,092   $ (5,709 )   (2 )%

Segment operating income

  $ 5,060   $ 5,361   $ (301 )   (6 )% $ 23,738   $ 27,262   $ (3,524 )   (13 )%

Key metrics and other financial data:

                                                 

Consumer orders

    709     712     (3 )   %   3,250     3,420     (170 )   (5 )%

Average order value

  $ 72.64   $ 69.89   $ 2.75     4 % $ 69.23   $ 67.28   $ 1.95     3 %

Segment operating margin

    9 %   10 %               10 %   11 %            

Consumer Segment Revenues

        Consumer segment revenues increased $1.9 million, or 4%, for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013, primarily driven by a 4% increase in average order value.

        Consumer segment revenues decreased $5.7 million, or 2%, for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, primarily driven by a 5% decrease in consumer order volume in the first half of 2014 compared to the first half of 2013, with declines at the Mother's Day and Valentine's Day holidays. Consumer segment performance was impacted by heightened levels of competitive spending on media, online, and certain partner programs across the broader industry, which negatively impacted our business and caused these programs to become more expensive to secure and maintain. Consumer order volume was also negatively impacted by the Friday timing of the Valentine's Day holiday. The decrease in order volume was partially offset by a 3% increase in average order value.

Consumer Segment Operating Income

        Consumer segment operating income decreased $0.3 million, or 6%, for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013, as the revenue increase of $1.9 million was more than offset by a $2.2 million increase in operating expenses. Cost of revenues increased $0.6 million primarily driven by an increase in product and shipping costs associated with the

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higher revenues. In addition, sales and marketing expenses increased $1.4 million primarily related to higher cost marketing programs during the period. Consumer segment operating margin declined to 9% for the quarter ended September 30, 2014, compared to 10% for the quarter ended September 30, 2013.

        Consumer segment operating income decreased $3.5 million, or 13%, for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, as the revenue decrease of $5.7 million was partially offset by a $2.2 million decrease in operating expenses. Cost of revenues decreased $4.2 million primarily driven by a decrease in product and shipping costs associated with the lower revenues. Partially offsetting this decrease was an increase in sales and marketing expenses of $1.7 million, primarily due to higher cost marketing programs. Consumer segment operating margin declined to 10% for the nine months ended September 30, 2014, compared to 11% for the nine months ended September 30, 2013.

FLORIST SEGMENT

 
  Quarter Ended
September 30,
  Change   Nine Months Ended
September 30,
  Change  
 
  2014   2013   $   %   2014   2013   $   %  
 
  (in thousands, except percentages and
average revenues per member)

 

Segment revenues

  $ 36,238   $ 36,083   $ 155     %   124,061   $ 124,986   $ (925 )   (1 )%

Segment operating income

  $ 10,660   $ 10,094   $ 566     6 % $ 35,906   $ 36,004   $ (98 )   %

Key metrics and other financial data:

                                                 

Average revenues per member

  $ 2,858   $ 2,649   $ 209     8 % $ 9,447   $ 9,015   $ 432     5 %

Segment operating margin

    29 %   28 %               29 %   29 %            

Florist Segment Revenues

        Florist segment revenues increased $0.2 million for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013. Services revenues increased $0.6 million primarily due to a $0.7 million increase in order-related revenues. Offsetting these increases was a decrease in product revenues of $0.5 million primarily due to a decrease in sales of containers and floral-related supplies. Average revenues per member increased 8% to $2,858 for the quarter ended September 30, 2014, compared to $2,649 for the quarter ended September 30, 2013.

        Florist segment revenues decreased $0.9 million, or 1%, for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. Product revenues decreased $1.0 million primarily due to a decrease in sales of containers and floral-related supplies. Services revenues were flat as a $0.7 million increase in order-related revenues was offset by a $0.7 million decline in subscription and other services revenues. Average revenues per member increased 5% to $9,447 for the nine months ended September 30, 2014, compared to $9,015 for the nine months ended September 30, 2013.

Florist Segment Operating Income

        Florist segment operating income increased $0.6 million, or 6%, for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013, as revenues increased $0.2 million and operating expenses decreased $0.4 million. Cost of revenues decreased $0.6 million, primarily driven by the decrease in product revenues. In addition, sales and marketing expenses were relatively flat, as an increase in marketing expenditures related to floral network orders was offset by a reduction in other marketing related expenses. The Florist segment operating margin increased to 29% for the quarter ended September 30, 2014, compared to 28% for the quarter ended September 30, 2013.

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        Florist segment operating income decreased $0.1 million for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, as the revenue decrease of $0.9 million was offset by a $0.8 million decrease in operating expenses. Cost of revenues decreased $1.0 million, primarily driven by the reduction in product revenues. In addition, sales and marketing expenses decreased $0.4 million, as an increase of $0.5 million in marketing expenditures related to floral network orders was more than offset by a $0.9 million decrease in other marketing related expenses. Partially offsetting these decreases in operating expenses were increases in information technology and headcount related expenses. The Florist segment operating margin remained consistent at 29% for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013.

INTERNATIONAL SEGMENT

 
  Quarter Ended
September 30,
  Change   Nine Months Ended
September 30,
  Change  
 
  2014   2013   $   %   2014   2013   $   %  
 
  (in thousands, except percentages and
average order values)

 

Segment revenues

  $ 37,379   $ 32,763   $ 4,616     14 % $ 134,211   $ 118,217   $ 15,994     14 %

Segment operating income

  $ 3,763   $ 3,508   $ 255     7 % $ 15,330   $ 13,560   $ 1,770     13 %

Key metrics and other financial data:

                                                 

Consumer orders

    549     538     11     2 %   2,005     1,955     50     3 %

Average order value (in GBP)

  £ 33.70   £ 32.76   £ 0.94     3 % £ 33.43   £ 32.93   £ 0.50     2 %

Average order value (in USD)

  $ 56.24   $ 50.85   $ 5.39     11 % $ 55.74   $ 50.75   $ 4.99     10 %

Segment operating margin

    10 %   11 %               11 %   11 %            

Average currency exchange rate: GBP to USD

    1.67     1.55                 1.67     1.54              

        We present certain results from our International segment on a constant currency basis. Such constant currency information compares results between periods as if foreign currency exchange rates had remained constant period- over-period. We calculate constant currency by applying the foreign currency exchange rate for the prior period to the local currency results for the current period.

International Segment Revenues

        International segment revenues increased $4.6 million, or 14% ($2.0 million, or 6%, in constant currency), for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013. The increase in revenues was primarily due to an increase of $3.6 million in consumer order revenues ($1.4 million in constant currency) associated with a 2% increase in order volume and a 3% increase in average order value (in constant currency) and a $0.7 million increase ($0.6 million in constant currency) in wholesale product sales primarily related to fresh-cut flowers.

        International segment revenues increased $16.0 million, or 14% ($5.9 million, or 5%, in constant currency), for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. The increase in revenues was primarily due to an increase of $12.5 million in consumer order revenues ($4.1 million in constant currency) associated with a 3% increase in order volume and a 2% increase in average order value (in constant currency). In addition, wholesale product sales increased $2.0 million ($1.8 million in constant currency) primarily related to incremental sales of fresh-cut flowers.

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International Segment Operating Income

        International segment operating income increased $0.3 million, or 7% (1% decrease in constant currency), for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013. Revenue increases of $4.6 million ($2.0 million in constant currency) were offset by a $4.4 million ($2.0 million in constant currency) increase in operating expenses. Cost of revenues increased $3.4 million ($1.6 million in constant currency) primarily driven by increased product costs related to the increase in revenues. In addition, general and administrative expense increased $1.0 million ($0.8 million in constant currency) primarily related to the repayment of previously awarded legal fees in the Marks and Spencer litigation. These increases were partially offset by a decrease in sales and marketing expenses of $0.4 million in constant currency related to the concession stands which were operating during 2013 but closed in the first half of 2014. International segment operating margin decreased to 10% for the quarter ended September 30, 2014, compared to 11% for the quarter ended September 30, 2013.

        International segment operating income increased $1.8 million, or 13% (4% in constant currency), for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. Revenue increases of $16.0 million ($5.9 million in constant currency) were offset by a $14.2 million ($5.3 million in constant currency) increase in operating expenses. Cost of revenues increased $11.9 million ($4.9 million in constant currency) primarily driven by increased product costs related to the increase in revenues. General and administrative expense increased $1.2 million ($0.6 million in constant currency) primarily related to the repayment of previously awarded legal fees in the Marks and Spencer litigation. In addition, sales and marketing expenses increased $1.1 million ($0.1 million decrease in constant currency). Sales and marketing expenses decreased on a constant currency basis as a result of the closure of all six concession stands which were operating during 2013. Operating expenses for the nine months ended September 30, 2013 were positively impacted by the interim award of $1.7 million for the reimbursement of legal fees in the Marks and Spencer litigation. International segment operating margin remained consistent at 11% for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013.

UNALLOCATED EXPENSES

 
  Quarter Ended
September 30,
  Change   Nine Months Ended
September 30,
  Change  
 
  2014   2013   $   %   2014   2013   $   %  
 
  (in thousands, except percentages)
 

Unallocated expenses

  $ 10,292   $ 8,596   $ 1,696     20 % $ 25,130   $ 20,073   $ 5,057     25 %

        Unallocated expenses include various corporate costs, such as corporate finance, legal, and human resources costs, and certain direct and general corporate costs allocated from United Online prior to the Separation. In addition, unallocated expenses include stock-based compensation for all eligible Company employees, as well as stock-based compensation for employees of United Online who provided services to the Company prior to the Separation, restructuring and other exit costs, transaction-related costs, and litigation and dispute settlement charges or gains.

        Unallocated expenses increased $1.7 million for the quarter ended September 30, 2014, compared to the quarter ended September 30, 2013. During the quarter ended September 30, 2014, we incurred $3.4 million in transaction-related costs associated with the Acquisition. In addition, personnel-related costs increased $1.4 million, primarily due to increased stock-based compensation, headcount, and other compensation costs. Costs related to professional services fees and insurance increased $0.7 million. Much of these increased costs are associated with the operations of the Company as a stand-alone public company. In addition, litigation and dispute settlement charges increased $1.2 million primarily related to the increases in our legal reserves. Partially offsetting these increases was a decrease of $3.3 million related to costs incurred during the quarter ended September 30, 2013 associated with the

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Separation, and a further decrease of $1.6 million related to United Online direct and general corporate cost allocations incurred during the quarter ended September 30, 2013 while we were a wholly-owned subsidiary of United Online.

        Unallocated expenses increased $5.1 million for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013 primarily related to $5.1 million in transaction-related costs associated with the Acquisition. In addition, personnel-related costs increased $4.0 million, primarily due to increased stock-based compensation, headcount, and other compensation costs. Costs related to professional services fees and insurance increased $2.7 million. Much of these increased costs are associated with the operations of the Company as a stand-alone public company. Litigation and dispute settlement charges increased $1.6 million, compared to the nine months ended September 30, 2013, and restructuring and other exit costs of $0.3 million were incurred during the nine months ended September 30, 2014. Partially offsetting these increases for the nine months ended September 30, 2014 was a decrease of $4.7 million related to costs incurred during the nine months ended September 30, 2013 associated with the Separation, and a further decrease of $4.4 million related to United Online direct and general corporate cost allocations incurred during the nine months ended September 30, 2013 while we were a wholly-owned subsidiary of United Online.

LIQUIDITY AND CAPITAL RESOURCES

Amended and Restated Credit Agreement

        On July 17, 2013, FTD Companies, Inc. entered into a credit agreement (the "2013 Credit Agreement") with Interflora British Unit, certain wholly-owned domestic subsidiaries of FTD Companies, Inc. party thereto as guarantors, the financial institutions party thereto from time to time, Bank of America Merrill Lynch and Wells Fargo Securities, LLC, as joint lead arrangers and book managers, and the Administrative Agent, which provided for a $350 million five-year revolving credit facility. On July 17, 2013, FTD Companies, Inc. drew $220 million of the $350 million revolving credit facility and used this, together with approximately $19 million of its existing cash balance, to repay amounts outstanding under the 2011 Credit Agreement in full and pay fees and expenses related to the 2013 Credit Agreement. The 2011 Credit Agreement was terminated in connection with the entry into the 2013 Credit Agreement.

        In connection with the signing of the Stock Purchase Agreement relating to the Acquisition, the Company entered into the Commitment Letter. Pursuant to the terms of the Commitment Letter, on September 19, 2014, the Company entered into the Credit Agreement Amendment, which amended and restated the 2013 Credit Agreement in its entirety. Among other things, the Amended and Restated Credit Agreement provides for a term loan in an aggregate principal amount of $200 million and sets forth the terms and conditions under which the Acquisition Advance would be made available to finance the cash portion of the Acquisition purchase price.

        The proceeds of the term loan were used to repay a portion of outstanding revolving loans under the Amended and Restated Credit Agreement. The commitments of the Lenders to fund the Acquisition Advance are subject to certain limited conditions set forth in the Amended and Restated Credit Agreement.

        The obligations under the Amended and Restated Credit Agreement are guaranteed by certain of FTD Companies, Inc.'s wholly-owned domestic subsidiaries (together with FTD Companies, Inc., the "U.S. Loan Parties"). In addition, the obligations under the Amended and Restated Credit Agreement are secured by a lien on substantially all of the assets of the U.S. Loan Parties, including a pledge of all of the outstanding capital stock of certain direct subsidiaries of the U.S. Loan Parties (except with respect to foreign subsidiaries and certain domestic subsidiaries whose assets consist primarily of foreign subsidiary equity interests, in which case such pledge is limited to 66% of the outstanding capital stock).

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        The interest rates applicable to borrowings under the Amended and Restated Credit Agreement are based on either LIBOR plus a margin ranging from 1.50% per annum to 2.50% per annum, or a base rate plus a margin ranging from 0.50% per annum to 1.50% per annum, calculated according to the Company's net leverage ratio. The initial base rate margin was 0.75% per annum and the initial LIBOR margin was 1.75% per annum. In addition, the Company pays a commitment fee ranging from 0.20% per annum to 0.40% per annum on the unused portion of the revolving credit facility. The interest rates (based on LIBOR) at September 30, 2014 under the term loan and the revolving credit facility were 1.98% and 1.90%, respectively. The commitment fee rate at September 30, 2014 was 0.25%. The Amended and Restated Credit Agreement contains customary representations and warranties, events of default, affirmative covenants, and negative covenants, that, among other things, require the Company to maintain compliance with a maximum net leverage ratio and a minimum consolidated fixed charge coverage ratio, and impose restrictions and limitations on, among other things, investments, dividends, share repurchases, and asset sales, and the Company's ability to incur additional debt and additional liens. The Company was in compliance with all covenants under the Amended and Restated Credit Agreement at September 30, 2014.

        The term loan is subject to quarterly amortization payments and customary mandatory prepayments under certain conditions. The outstanding balance of the term loan and all amounts outstanding under the revolving credit facility are due upon maturity in September 2019.

        The degree to which our assets are leveraged and the terms of our debt could materially and adversely affect our ability to obtain additional capital, as well as the terms at which such capital might be offered to us. We currently expect to have sufficient liquidity to meet our obligations for at least the next twelve months, including interest payment obligations, quarterly amortization payments and mandatory prepayments, if any, under the Amended and Restated Credit Agreement, and the cash portion of the purchase price under the Stock Purchase Agreement.

Nine Months Ended September 30, 2014 compared to Nine Months Ended September 30, 2013

        Our total cash and cash equivalents balance increased by $14.6 million to $62.8 million at September 30, 2014, compared to $48.2 million at December 31, 2013. Our summary cash flows for the periods presented were as follows (in thousands):

 
  Nine Months Ended
September 30,
 
 
  2014   2013  

Net cash provided by operating activities

  $ 25,104   $ 14,568  

Net cash used for investing activities

  $ (5,364 ) $ (6,410 )

Net cash used for financing activities

  $ (4,867 ) $ (47,016 )

        Net cash provided by operating activities increased by $10.5 million. Net cash provided by operating activities is driven by our net income adjusted for non-cash items including, but not limited to, depreciation and amortization, stock-based compensation, loss on extinguishment of debt, deferred taxes, and changes in working capital. The increase in net cash provided by operating activities was due to a $14.1 million favorable change in operating assets and liabilities and a $4.0 million increase in net income which was partially offset by a decrease of $7.5 million in non-cash items. The change in operating assets and liabilities primarily relates to the timing of vendor and income tax payments. Changes in working capital can cause variation in our cash flows provided by operating activities due to seasonality, timing, and other factors.

        Net cash used for investing activities decreased by $1.0 million due to a decrease in purchases of property and equipment. We currently anticipate that our total capital expenditures for 2014 will be approximately $9 million excluding the impact of the Acquisition. The actual amount of future capital expenditures may fluctuate due to a number of factors, including, without limitation, potential future

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acquisitions and new business initiatives, which are difficult to predict and which could change significantly over time. Additionally, technological advances may require us to make capital expenditures to develop or acquire new equipment or technology in order to replace aging or technologically obsolete equipment.

        Net cash used for financing activities decreased by $42.1 million. During the nine months ended September 30, 2013, we paid dividends of $18.2 million to United Online and drew $220 million on the revolving credit facility under the 2013 Credit Agreement and used the borrowing along with our existing cash balance to repay the 2011 Credit Agreement of $246 million in full. During the nine months ended September 30, 2014 we paid $3.8 million of debt issuance costs associated with the Amended and Restated Credit Agreement compared to 2013 payments of $2.9 million of debt issuance costs associated with the 2013 Credit Agreement. In addition, during the nine months ended September 30, 2014 we paid $1.8 million related to withholding taxes on vested restricted stock units. The Company withholds shares to cover withholding taxes on vested restricted stock units and pays these taxes in cash. There was no change to our debt balance as a result of the Amended and Restated Credit Agreement.

        Based on our current projections, we expect to continue to generate positive cash flows from operations at least for the next twelve months. We may use our existing cash balances and future cash generated from operations to fund, among other things, the cash portion of the purchase price under the Stock Purchase Agreement, working capital, stock repurchases, interest payment obligations, quarterly amortization payments and mandatory prepayments, if any, under the Amended and Restated Credit Agreement, capital expenditures, and acquisitions.

        If we need to raise additional capital through public or private debt or equity financings, strategic relationships, or other arrangements, this capital might not be available to us in a timely manner, on acceptable terms, or at all. Our failure to raise sufficient capital when needed could severely constrain or prevent us from, among other factors, developing new or enhancing existing services or products, acquiring other services, businesses, or technologies, or funding significant capital expenditures and may have a material adverse effect on our business, financial position, results of operations, and cash flows, as well as impair our ability to service our debt obligations. If additional funds were raised through the issuance of equity or convertible debt securities, the percentage of stock owned by the then-current stockholders could be reduced. Furthermore, such equity or any debt securities that we issue might have rights, preferences, or privileges senior to holders of our common stock. In addition, trends in the securities and credit markets may restrict our ability to raise any such additional funds, at least in the near term.

        On February 27, 2014, our Board of Directors authorized a common stock repurchase program that allows us to repurchase up to $50 million of FTD common stock from time to time over a two-year period in both open market and privately negotiated transactions. As of September 30, 2014, the Company had not repurchased any shares under this program.

Contractual Obligations and Other Commitments

        Other than the planned Acquisition, there have been no material changes, outside the ordinary course of business, related to the Company's contractual obligations or other commitments as disclosed in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

Off-Balance Sheet Arrangements

        At September 30, 2014, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC, that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.

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RECENT ACCOUNTING PRONOUNCEMENTS

        In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, as codified in FASB Accounting Standards Codification ("ASC") 740. The amendments in this update state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU will be effective for us for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We do not expect this update to have a material impact on our consolidated financial statements.

        In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as codified in ASC 606. The amendments in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The amendments in this update require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. We are currently assessing the impact of this update on our consolidated financial statements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        There have been no material changes related to the Company's market risk as disclosed in Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

ITEM 4.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

        Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        For a description of our material pending legal proceedings, please refer to Note 14—"Contingencies—Legal Matters" of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

ITEM 1A.    RISK FACTORS

        There have been no material changes in our risk factors from those disclosed in "Risk Factors" included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013, except as disclosed in the Company's definitive proxy statement filed with the SEC on November 3, 2014. Such risk factors are incorporated into this Form 10-Q.

ITEM 6.    EXHIBITS

        See the Exhibit Index following the signature page to this Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

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SIGNATURES

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

Date: November 12, 2014

  FTD COMPANIES, INC. (Registrant)

 

By:

 

/s/ BECKY A. SHEEHAN


Becky A. Sheehan
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

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EXHIBIT INDEX

 
   
   
  Incorporated by Reference to
 
   
  Filed
with this
Form 10-Q
No.   Exhibit Description   Form   File No.   Date Filed
 

10.1

 

Employment Agreement by and between FTD Companies, Inc. and Robert S. Apatoff

  X            
 

10.2

 

Employment Agreement by and between FTD Companies, Inc. and Becky A. Sheehan

 

X

           
 

10.3

 

Employment Agreement by and between FTD Companies, Inc. and Scott D. Levin

 

X

           
 

10.4

 

First Amendment to Credit Agreement, dated as of September 19, 2014, among FTD Companies, Inc. Interflora British Unit, the guarantor party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent for the lenders.

     

8-K

 

001-35901

 

9/23/2014

 

31.1

 

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 

X

           
 

31.2

 

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 

X

           
 

32.1

 

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 

X

           
 

32.2

 

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 

X

           
 

101.INS

 

XBRL Instance Document

 

X

           
 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

X

           
 

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document

 

X

           
 

101.LAB

 

XBRL Taxonomy Label Linkbase Document

 

X

           
 

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document

 

X

           
 

101.DEF

 

XBRL Taxonomy Extension Definition Document

 

X

           

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Exhibit 10.1

 

Apatoff Employment Agreement

Execution Copy

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (the Agreement”) is made and entered into as of the Effective Date (as hereinafter defined) by and between FTD Companies, Inc., a Delaware corporation (the Company”), with principal corporate offices at 3113 Woodcreek Drive, Downers Grove, Illinois 60515, and Robert S. Apatoff, whose address is 3113 Woodcreek Drive, Downers Grove, Illinois 60515 (“Employee”).

 

WHEREAS, Employee and the Company previously entered into an Employment Agreement which was effective on the date on which the spin-off of the Company from United Online, Inc. was consummated (the “2013 Agreement”).

 

WHEREAS, effective as of the date hereof, Employee and the Company now desire to amend and restate the 2013 Agreement.

 

WHEREAS, Employee and the Company intend this Agreement to supersede and replace the 2013 Agreement.

 

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                                      Term; Position.

 

(a)                                 The term of this Agreement will commence on the Effective Date and extend through December 31, 2019, unless this Agreement is earlier terminated as provided herein (the Term”).  If the transactions contemplated by the Purchase Agreement (as hereinafter defined) are not consummated for any reason, this Agreement shall be deemed null and void and shall terminate effective as of the termination of the Purchase Agreement, and the 2013 Agreement shall continue with full force and effect.

 

(b)                                 Employee will serve as President and Chief Executive Officer of the Company and report to the Board of Directors of the Company. During the Term, Employee shall, unless he otherwise elects, be nominated for election by the shareholders of the Company to the Board.  Employee agrees to devote Employee’s full-time attention, skill and efforts to the performance of Employee’s duties for the Company.

 

2.                                      Salary and Benefits.

 

(a)                                 Employee will be paid a salary at an annualized rate of $830,000 payable in successive bi-weekly or other installments in accordance with the Company’s standard payroll practices for salaried employees. Employee’s rate of salary will be subject to such increases as may be determined from time to time by the Board of Directors. As used in this Agreement, the term Board of Directorsshall refer to the Board of Directors of the Company or other governing body or committee to which the authority of the Board of Directors of the Company with respect to executive compensation matters has been delegated, including (without limitation) the Compensation Committee of the Board of Directors of the Company.

 



 

(b)                                 Employee will be eligible to participate in each of the Company’s employee benefit plans that is made generally available either to the Company’s employees or to the Company’s senior executives and for which Employee satisfies the applicable eligibility requirements. Employee will be entitled to a minimum of four (4) weeks of paid vacation each year or such greater amount as determined in accordance with the Company’s standard vacation policy.

 

(c)                                  The Company will promptly reimburse Employee for all reasonable and necessary business expenses Employee incurs in connection with the business of the Company and the performance of Employee’s duties hereunder upon Employee’s submission of reasonable and timely documentation of those expenses. In no event shall any expense be reimbursed later than the end of the calendar year following the calendar year in which that expense is incurred, and the amounts reimbursed in any one calendar year shall not affect the amounts reimbursable in any other calendar year.  Employee’s right to receive such reimbursements may not be exchanged or liquidated for any other benefit.

 

3.                                      Bonus.

 

For each fiscal year of the Company during the Term of this Agreement, Employee will be eligible to participate in a bonus program with a target bonus set by the Board of Directors in an amount of up to 100% of Employee’s annual rate of base salary.  The performance criteria for purposes of determining Employee’s actual bonus for each fiscal year will be established by the Board of Directors, and Employee’s annual bonus for one or more of those fiscal years may be increased to include any additional amounts approved by the Board of Directors.  Except as otherwise determined by the Board of Directors or set forth herein, Employee will not be entitled to a bonus payment for any fiscal year unless Employee is employed by, and in good standing with, the Company at the time such bonus payment is paid.  Employee’s bonus payment for each fiscal year shall in no event be paid later than the 15th day of the third month following the end of the Company’s fiscal year for which such bonus is earned.

 

4.                                      Restricted Stock Units and Other Equity Awards.

 

(a)                                 If Employee’s employment is terminated by the Company “without cause” or by Employee for “good reason” (as each term is defined below) during the Term, then upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, any and all equity awards Employee holds on the date of such termination (other than any equity award that expressly provides for more favorable treatment) will vest on an accelerated basis as to that number of additional shares in which Employee would have otherwise been vested at the time of such termination had Employee completed an additional twelve (12) months of employment with the Company and had each applicable equity award been structured so as to vest in successive equal monthly installments over the vesting schedule for that award..  In no event will the number of additional shares which vest on such an accelerated basis with respect to any particular equity award exceed the number of shares unvested under that award immediately prior to the date of such termination. Except as otherwise expressly provided in the agreement evidencing a particular restricted stock unit or other equity award or to the extent another issuance date may be required to comply with any applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Code”), the shares of the common stock of the Company (“Common Stock”) underlying the equity awards that vest on an accelerated basis in accordance with this Section 4(a) will be issued to Employee within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), provided the Release required of Employee pursuant to Section 7(b) has become effective and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for that Release.  However, should such sixty (60)-day period span two taxable years, the issuance shall be effected during the portion of that period that occurs in the second taxable year.

 

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(b)                                 If Employee’s employment is terminated by the Company “without cause” or by Employee for “good reason” (as each term is defined below) at any time during the Term and within the period commencing with the execution by the Company of a definitive agreement for a Change in Control (as defined below) and ending with the earlier of (i) the termination of that agreement without the consummation of such Change in Control or (ii) the expiration of the twenty-four (24)-month period measured from the date such Change in Control occurs (except for a Change in Control which occurs pursuant to clause (i) of the proviso included in the definition of “Change in Control” in Section 7(b) of this Agreement, in which case, the expiration of the thirty-six (36) month period measured from the date of such Change in Control) (the “Change in Control Protected Period”), then upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, any and all equity awards Employee holds on the date of such termination will fully vest on an accelerated basis with respect to all non-vested shares of Common Stock at the time subject to those awards, except to the extent that more favorable treatment is otherwise provided in the equity award agreement.  Except as otherwise expressly provided in the agreement evidencing a particular restricted stock unit or other equity award or to the extent another issuance date may be required in order to comply with any applicable requirements of Section 409A of the Code, the shares of Common Stock (or any replacement securities) underlying the equity awards that fully vest on an accelerated basis in accordance with this Section 4(b), or the proceeds of any cash retention program established in replacement of those shares pursuant to the terms of the applicable award agreement, will be issued or distributed to Employee within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), provided the Release required of Employee pursuant to Section 7(b) has become effective and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for that Release.  However, should such sixty (60)-day period span two taxable years, the issuance shall be effected during the portion of that period that occurs in the second taxable year.

 

(c)                                  Upon Employee’s “separation from service” (as defined below) as a result of Employee’s death or Disability (as defined below), any and all equity awards Employee holds on the date of such separation from service will vest on an accelerated basis as to that number of additional shares in which Employee would have otherwise been vested on the date of such separation from service had Employee completed an additional twelve (12) months of employment with the Company and had each applicable equity award been structured so as to vest in successive equal monthly installments over the vesting schedule for that award. Except as otherwise expressly provided in the agreement evidencing a particular restricted stock unit or other equity award or to the extent another issuance date may be required in order to comply with any applicable requirements of Section 409A of the Code, the shares of Common Stock underlying the equity awards that vest on an accelerated basis in accordance with this Section 4(c) will be issued on the date of such separation from service or as soon as administratively practicable thereafter, but in no event later than the later of (i) the end of the calendar year in which such separation from service occurs or (ii) the 15th day of the third calendar month following the date of such separation from service. For purposes of this Agreement, Disabilitymeans Employee’s inability to engage in any substantial activity necessary to perform Employee’s duties and responsibilities hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.

 

(d)                                 The vesting acceleration provisions of this Section 4 and Section 7 will apply to all outstanding equity awards held by Employee on the Effective Date, unless the agreements evidencing those awards provide for more favorable acceleration, and those agreements, to the extent they provide for a lesser amount of acceleration, are hereby amended to incorporate the acceleration provisions of Section 4 and Section 7 of this Agreement for the period this Agreement remains in effect, and such vesting acceleration provisions will also apply to equity awards made after the Effective Date of this Agreement unless the agreements evidencing these awards provide for more favorable acceleration.  The

 

3



 

shares subject to each equity award that vests pursuant to the vesting acceleration provisions of this Section 4 shall be issued in accordance with the applicable issuance date provisions of this Section 4, except to the extent the agreement evidencing such award provides otherwise or to the extent another issuance date may be required in order to comply with any applicable requirements of Section 409A of the Code.

 

5.                                      Policies; Procedures.

 

As an employee of the Company, Employee will be expected to abide by all of the Company’s policies and procedures, including (without limitation) the terms of any Company handbook, insider trading policy and code of ethics in effect from time to time.

 

6.                                      At Will Employment.

 

Notwithstanding anything to the contrary contained herein, Employee’s employment with the Company is “at will” and will not be for any specified term, meaning that either Employee or the Company will be entitled to terminate Employee’s employment at any time and for any reason, with or without cause or advance notice.  Any contrary representations that may have been made to Employee are hereby superseded by the terms set forth in this Agreement.  This is the full and complete agreement between Employee and the Company on this subject. Although Employee’s job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of Employee’s employment may only be changed in an express written agreement signed by Employee and the Chairman of the Board and approved by the Board of Directors.

 

7.                                      Separation from Service.

 

(a)                                 Termination by Employee.  If Employee terminates his or her employment with the Company for any reason other than as a result of his or her death or Disability or his or her resignation for “good reason” (as defined below), then all the obligations of the Company set forth in this Agreement will cease, other than the obligation to pay Employee, on his or her employment termination date, any earned but unpaid compensation for services rendered through that termination date and any accrued but unused vacation days as of that termination date (collectively, the Accrued Obligations”).  If Employee terminates his or her employment with the Company for “good reason” (as defined below) during the Term, then in addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’s satisfaction of the Release Condition set forth in Section 7(b) below, become entitled to the Separation Payment (as defined below) and the Additional Payments (as defined below), to the same extent as if Employee’s employment had been terminated by the Company “without cause” (as defined below) during the Term, and Employee will also be entitled, in accordance with the applicable provisions of Section 4 above, to the accelerated vesting of any equity awards Employee holds at the time of such termination. Following Employee’s termination of his or her employment with the Company under this Section 7(a), Employee will continue to be obligated to comply with the terms of Section 9 below.

 

(b)                                 Termination by the Company.  If Employee’s employment is terminated by the Company “without cause” (as defined below) during the Term, then in addition to Employee’s right to receive the Accrued Obligations, Employee will, upon Employee’s satisfaction of the Release Condition set forth below in this Section 7(b), become entitled to a cash separation payment (the Separation Payment”) in an aggregate amount equal to the sum of (i) two (2) times the base salary at the annual rate in effect for Employee at the time and (ii) two (2) times the Employee’s target bonus for the fiscal year in which the Employee’s employment is terminated.  In addition, contingent upon Employee’s satisfaction of the Release Condition, Employee will be eligible for the following additional separation payments (the Additional Payments”):

 

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(I)                                   Employee will be eligible for an additional separation payment in an amount equal to a pro-rated bonus for the fiscal year in which such involuntary termination occurs. Such pro-rated bonus will be determined by multiplying (A) the actual bonus (if any) Employee would have earned for that fiscal year, based on the level at which the applicable performance goals for such fiscal year are in fact attained, had Employee continued in the Company’s employ through the date that bonus award becomes due and payable by (B) a fraction the numerator of which is the number of whole months (rounded to the next highest whole month) Employee remained in the Company’s employ during that fiscal year and the denominator of which is twelve (12), with such pro-rated bonus (if any) to be paid at the same time and in same form that the bonus payment for such fiscal year would have been made following the completion of that fiscal year had Employee remained in the Company’s employ through the payment date.  However, if the termination occurs within the Change in Control Protected Period, Employee will be eligible for a pro-rated bonus determined by (1) multiplying (A) Employee’s target bonus for that fiscal year by (B) a fraction the numerator of which is the number of whole months (rounded to the next highest whole month) Employee remained in the Company’s employ during that fiscal year and the denominator of which is twelve (12) and (2) reducing such amount by any bonus earned by Employee for the same fiscal year under Section 3 of this Agreement, with such pro-rated bonus to be paid (in the same form in which the bonus payment for such fiscal year would have been paid had Employee remained in the Company’s employ through the payment date) as follows:

 

(ii)                                  if such Change in Control occurs on or before the date of such involuntary termination, then such payment shall be made on the date on which the first monthly installment of the Separation Payment (or, in the case of a termination following a Qualifying Change in Control (as defined below), the lump sum Separation Payment) is paid; or

 

(iii)                               if such Change in Control occurs after the date of such involuntary termination, then such payment shall be made on the later of (x) the third (3rd) business day following the effective date of such Change in Control or (y) the sixtieth (60th) day following the date of Employee’s separation from service (as defined below) or, if such sixtieth (60th) day is not otherwise a business day, then the immediately preceding business day.

 

(II)                              In addition, if the date of such involuntary termination occurs after the end of a fiscal year of the Company but prior to the date in the subsequent fiscal year on which Employee’s bonus for that fiscal year would have otherwise become due and payable on the basis of the applicable performance goals attained for that year had Employee continued in employment with the Company, then the Company will pay Employee an additional separation payment equal to the bonus that Employee would have received on the basis of the attained performance goals had Employee remained employed by, and in good standing with, the Company through the payment date for such bonus, with that amount to be paid in a lump sum (in the same form in which such bonus payment would have been paid had Employee remained in the Company’s employ through the payment date) on the later of (i) the date on which the first monthly installment of the Separation Payment (or, in the case of a termination following a Qualifying Change in Control, the lump sum Separation Payment) is paid to Employee as set forth below in this Section 7(b) or (ii) the date such bonus would have been paid to

 

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Employee pursuant to Section 3 of this Agreement had Employee continued in the Company’s employ through such payment date.

 

(III)                         In no event shall any such Additional Payment described in (I) and (II) above be made later than the last day of the applicable period necessary to qualify such Additional Payment for the short-term deferral exception under Code Section 409A.

 

(IV)                          For a period of twelve (12) months following the date of termination, if Employee elects COBRA health care continuation coverage, Employee shall be eligible to continue to receive the medical and dental coverage provided by the Company as of the date of termination (or generally comparable coverage) for himself and, where applicable his spouse and dependents, as the same may be changed from time to time for employees of the Company generally provided; that in order to receive such continued coverage, Employee shall be required to pay to the Company the full amount of the monthly premium payments for such coverage, at the time such payments are due, and the Company shall, on the first payroll of the month following the payment of each such premium, reimburse Employee for an amount that, prior to withholding for applicable taxes, is equal to the amount of such monthly premium.

 

Payment of the Separation Payment and the Additional Payments (if any) and the accelerated vesting of Employee’s equity awards under Section 4 will each be contingent upon the satisfaction of the following requirements (collectively the Release Condition”): (i) Employee must execute and deliver to the Company, within twenty-one (21) days (or forty-five (45) days to the extent such longer period is required under applicable law) after the effective date of Employee’s termination of employment, a comprehensive agreement releasing the Company and its officers, directors, employees, stockholders, subsidiaries, affiliates, representatives and other related parties from all claims that Employee may have with respect to such parties relating to Employee’s employment with the Company and the termination of that employment relationship and containing such other and additional terms as the Company deems satisfactory (the Release”) and (ii) such Release must become effective and enforceable after the expiration of any applicable revocation period under federal or state law.

 

Except as provided in the following paragraph, the Separation Payment to which Employee becomes entitled under this Section 7(b) or under Section 7(a) above will be payable in a series of twelve (12) successive equal monthly installments, beginning on the first regular payday for the Company’s salaried employees, within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), on which Employee’s executed Release is effective and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for that Release.  However, should such sixty (60)-day period span two taxable years, the first such monthly installment shall be paid during the portion of that period that occurs in the second taxable year.  The remaining monthly installments shall be paid on successive monthly anniversaries of the initial monthly installment hereunder.  For purposes of Section 409A of the Code, Employee’s right to receive such Separation Payment shall be deemed a right to receive a series of separate individual payments and not a right to single payment.

 

If Employee’s employment is terminated by the Company “without cause” (as defined below) or if Employee terminates his or her employment with the Company for “good reason” (as defined below) during the Term and within the twenty-four (24) month period beginning on the effective date of a Qualifying Change in Control (as defined below), the Separation Payment to which Employee becomes entitled under this Section 7(b) or under Section 7(a) above upon Employees satisfaction of the Release Condition will be payable in a single lump-sum payment on the first regular payday for the Companys

 

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salaried employees, within the sixty (60)-day period following the date of Employee’s “separation from service” (as defined below) as a result of Employee’s termination “without cause” (as defined below) or Employee’s resignation for “good reason” (as defined below), on which Employee’s executed Release is effective and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for that Release. However, should such sixty (60)-day period span two taxable years, then such payment shall be made during the portion of that period that occurs in the second taxable year. Any Separation Payment to which Employee becomes entitled hereunder in connection with a termination following a Change in Control other than a Qualifying Change in Control will be paid in installments as set forth in the immediately preceding paragraph of this Section 7(b).  For purposes of this Agreement, a “Change in Controlshall have the meaning assigned to such term in the Company’s most recently-adopte