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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 June 30, 2015
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
(State or other jurisdiction of
incorporation or organization)
  32-0255852
(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 ý   Non-accelerated filer o
(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 28,666,741 shares of the Registrant's common stock outstanding at August 4, 2015.


Table of Contents

FTD COMPANIES, INC.
INDEX TO FORM 10-Q

 
   
   
  Page

PART I.

     

FINANCIAL INFORMATION

  4

           

  Item 1.  

Financial Statements (Unaudited)

  4

           

     

Condensed Consolidated Balance Sheets at June 30, 2015 and December 31, 2014

  4

           

     

Condensed Consolidated Statements of Operations for the Quarters and Six Months Ended June 30, 2015 and 2014

  5

           

     

Condensed Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended June 30, 2015 and 2014

  6

           

     

Condensed Consolidated Statement of Stockholders' Equity for the Six Months Ended June 30, 2015

  7

           

     

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014

  8

           

     

Notes to Condensed Consolidated Financial Statements

  9

           

  Item 2.  

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

  31

           

  Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

  45

           

  Item 4.  

Controls and Procedures

  45

           

PART II.

     

OTHER INFORMATION

  47

           

  Item 1.  

Legal Proceedings

  47

           

  Item 1A.  

Risk Factors

  47

           

  Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

  47

           

  Item 6.  

Exhibits

  47

           

SIGNATURES

  48

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

2


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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 expected synergies and benefits of our acquisition of Provide Commerce, Inc.; expectations about future business plans, prospective performance and opportunities, including potential acquisitions; 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 such forward-looking statements include, among others, the factors disclosed in the section entitled "Risk Factors" in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC"), as updated from time to time in our subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. 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.

3


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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)

 
  June 30,
2015
  December 31,
2014
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 53,879   $ 95,595  

Accounts receivable, net of allowances of $5,453 and $8,991 at June 30, 2015 and December 31, 2014, respectively

    27,307     32,753  

Inventories

    24,310     28,342  

Income taxes receivable

    10,502      

Deferred tax assets, net

    12,333     17,233  

Prepaid expenses and other current assets

    11,256     17,816  

Total current assets

    139,587     191,739  

Property and equipment, net

    67,333     63,607  

Intangible assets, net

    374,053     435,653  

Goodwill

    646,490     632,212  

Other assets

    28,350     29,402  

Total assets

  $ 1,255,813   $ 1,352,613  

LIABILITIES AND STOCKHOLDERS' EQUITY

             

Current liabilities:

             

Accounts payable

  $ 54,463   $ 70,301  

Accrued liabilities

    43,627     62,555  

Accrued compensation

    19,037     28,728  

Deferred revenue

    11,625     10,185  

Income taxes payable

    1,088     6,042  

Current portion of long-term debt

    20,000     20,000  

Total current liabilities

    149,840     197,811  

Long-term debt

    290,000     320,000  

Deferred tax liabilities, net

    134,394     149,834  

Other liabilities

    12,586     19,755  

Total liabilities

    586,820     687,400  

Commitments and contingencies (Note 15)

             

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; 29,339,783 and 29,193,037 shares issued at June 30, 2015 and December 31, 2014, respectively

    3     3  

Treasury stock, 673,042 and no shares at June 30, 2015 and December 31, 2014, respectively

    (20,000 )    

Additional paid-in capital

    669,481     666,338  

Retained earnings

    46,560     26,707  

Accumulated other comprehensive loss

    (27,051 )   (27,835 )

Total stockholders' equity

    668,993     665,213  

Total liabilities and stockholders' equity

  $ 1,255,813   $ 1,352,613  

   

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

4


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FTD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 
  Quarter Ended
June, 30
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Revenues:

                         

Products

  $ 330,536   $ 132,274   $ 662,275   $ 285,446  

Services

    35,265     35,820     71,307     72,501  

Total revenues

    365,801     168,094     733,582     357,947  

Operating expenses:

                         

Cost of revenues—products

    223,093     100,599     454,602     218,952  

Cost of revenues—services

    4,934     5,224     9,850     10,360  

Sales and marketing

    70,638     29,418     147,050     59,946  

General and administrative

    29,363     17,039     62,498     32,937  

Amortization of intangible assets

    15,336     4,429     30,737     8,841  

Restructuring and other exit costs

    2,244     287     4,412     287  

Total operating expenses

    345,608     156,996     709,149     331,323  

Operating income

    20,193     11,098     24,433     26,624  

Interest income

    105     150     249     298  

Interest expense

    (2,464 )   (1,393 )   (4,916 )   (2,779 )

Other income, net

    437     86     426     472  

Income before income taxes

    18,271     9,941     20,192     24,615  

Provision for income taxes

    452     5,232     339     10,286  

Net income

  $ 17,819   $ 4,709   $ 19,853   $ 14,329  

Earnings per common share:

                         

Basic earnings per share

  $ 0.61   $ 0.24   $ 0.67   $ 0.74  

Diluted earnings per share

  $ 0.61   $ 0.24   $ 0.67   $ 0.74  

   

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

(Unaudited, in thousands)

 
  Quarter Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Net Income

  $ 17,819   $ 4,709   $ 19,853   $ 14,329  

Other comprehensive income:

                         

Foreign currency translation

    7,431     3,744     792     4,537  

Cash flow hedges:

                         

Changes in net gains (losses) on derivatives, net of tax of $5 and $(119) for the quarters ended June 30, 2015 and 2014, respectively and $(5) and $(265) for the six months ended June 30, 2015 and 2014, respectively

    7     (187 )   (8 )   (415 )

Other comprehensive income

    7,438     3,557     784     4,122  

Comprehensive income

  $ 25,257   $ 8,266   $ 20,637   $ 18,451  

   

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

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FTD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited, in thousands except share amounts)

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

Balance at December 31, 2014

    29,193,037   $ 3       $   $ 666,338   $ (27,835 ) $ 26,707   $ 665,213  

Net income

                            19,853     19,853  

Other comprehensive loss

                        784         784  

Stock-based compensation

                    4,340             4,340  

Tax benefits from equity awards

                    339             339  

Vesting of restricted stock units and related repurchases of common stock

    126,951                 (2,021 )           (2,021 )

Repurchases of common stock

            (673,042 )   (20,000 )               (20,000 )

Issuance of common stock through employee stock purchase plan

    19,595                 478             478  

Exercise of stock options

    200                 7             7  

Balance at June 30, 2015

    29,339,783   $ 3     (673,042 ) $ (20,000 ) $ 669,481   $ (27,051 ) $ 46,560   $ 668,993  

   

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)

 
  Six Months Ended
June 30,
 
 
  2015   2014  

Cash flows from operating activities:

             

Net income

  $ 19,853   $ 14,329  

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

             

Depreciation and amortization

    41,913     14,029  

Impairment of fixed assets

    1,282      

Stock-based compensation

    4,340     3,563  

Provision for doubtful accounts receivable

    909     843  

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

    680     386  

Deferred taxes, net

    (4,296 )   (3,831 )

Excess tax benefits from equity awards

    (339 )   (408 )

Other, net

    29     (9 )

Changes in operating assets and liabilities, net of Acquisition-related purchase accounting adjustments:

             

Accounts receivable, net

    5,620     (168 )

Inventories

    2,990     2,108  

Prepaid expenses and other assets

    7,446     1,007  

Accounts payable and accrued liabilities

    (40,687 )   (18,189 )

Deferred revenue

    1,395     1,726  

Income taxes receivable or payable

    (9,567 )   4,069  

Other liabilities

    (4,172 )   (221 )

Net cash provided by operating activities

    27,396     19,234  

Cash flows from investing activities:

             

Cash paid for acquisitions, net of cash acquired

    (9,935 )    

Purchases of property and equipment

    (7,472 )   (3,139 )

Purchase of intangible assets

    (60 )    

Net cash used for investing activities

    (17,467 )   (3,139 )

Cash flows from financing activities:

             

Payments on long-term debt

    (30,000 )    

Exercise of stock options and purchases from employee stock plans

    485     312  

Repurchases of common stock

    (22,021 )   (1,751 )

Excess tax benefits from equity awards

    339     408  

Net cash used for financing activities

    (51,197 )   (1,031 )

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

    (448 )   269  

Change in cash and cash equivalents

    (41,716 )   15,333  

Cash and cash equivalents, beginning of period

    95,595     48,162  

Cash and cash equivalents, end of period

  $ 53,879   $ 63,495  

   

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

8


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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

        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, specialty foods, 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®, Interflora® (both supported by the iconic Mercury Man® logo), ProFlowers®, Shari's Berries®, and Personal Creations® brands. 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 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., and Cherry Moon Farms®, Gifts.com™, Sincerely™, and RedEnvelope® in the U.S. While floral arrangements and plants are our primary offerings, we also market and sell gift items, including gourmet-dipped berries, chocolate dip delights™ and other sweets, personalized gifts, premium fresh fruits, gift baskets, wine and champagne, jewelry 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"), Interflora British Unit ("Interflora"), and Provide Commerce, Inc. ("Provide Commerce"). 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 San Diego, California; Woodridge, Illinois; Centerbrook, Connecticut; Medford, Oregon; Sleaford, England; Quebec, Canada; and Hyderabad, India; and distribution centers in various locations throughout the U.S.

Acquisition of Provide Commerce, Inc.

        On December 31, 2014, the Company acquired from a wholly-owned subsidiary of Liberty Interactive Corporation ("Liberty") all of the issued and outstanding shares of common stock of Provide Commerce, an indirect wholly-owned subsidiary of Liberty, for a purchase price consisting of (i) cash consideration of $106.6 million, excluding acquired cash on hand of $38.1 million and a post-closing working capital adjustment of $9.9 million, and (ii) 10,203,010 shares of FTD common stock, representing approximately 35% of the issued and outstanding shares of FTD common stock (the "Acquisition"). In April 2015, FTD made a payment to Liberty in full satisfaction of the post-closing working capital adjustment. Upon the closing of the Acquisition, Provide Commerce became an indirect wholly-owned subsidiary of FTD (see Note 2).

Basis of Presentation

        These interim condensed consolidated financial statements are unaudited. These 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

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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)

Regulation S-X issued by the U.S. Securities and Exchange Commission (the "SEC"). Accordingly, such financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. All significant intercompany accounts and transactions 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, 2014, 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, 2014, 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 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. 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, legal contingencies, and preliminary estimates of fair values of assets acquired and liabilities assumed with the Acquisition.

        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, 2014.

"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. Further, as a result of the Acquisition, the Company anticipates that it will no longer qualify as an "emerging growth company" as of December 31, 2015.

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, 2014, for a discussion of the Company's accounting policies.

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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)

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 ASU 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 were effective for the Company beginning January 1, 2015. The amendments were applied prospectively to all unrecognized tax benefits that existed at the effective date. This update did not have a material impact on the Company's consolidated financial statements.

        In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The amendments in this ASU 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 ASU 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, 2017. Adoption is permitted for fiscal years and interim periods beginning after December 15, 2016. The Company is currently assessing the impact of this update on its consolidated financial statements.

        In January 2015, FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items, which eliminates the concept of extraordinary items from GAAP. The amendments in this ASU eliminate the requirement that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2015. The amendments should be applied prospectively and retrospective application is permitted. The Company does not expect this update to have a material impact on its consolidated financial statements.

        In April 2015, FASB issued ASU No. 2015-03, Interest—Imputation of Interest, which simplifies the presentation of debt issuance costs by requiring debt issuance costs related to a debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2015. The amendments should be applied on a

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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)

retrospective basis. The Company expects that this update will reduce both other assets and the outstanding debt balance by approximately $5.7 million as of June 30, 2015.

2. ACQUISITION

Acquisition of Provide Commerce

        On December 31, 2014, the Company acquired all of the issued and outstanding shares of common stock of Provide Commerce from Liberty. Provide Commerce's portfolio of brands primarily includes ProFlowers and ProPlants for fresh-cut flowers, floral arrangements, and plants; Shari's Berries for gourmet-dipped berries and other products; Personal Creations for personalized gifts; Cherry Moon Farms for premium fresh fruits; and Sincerely for mobile gifting applications. The Acquisition expands the breadth of the Company's brand by combining two complementary businesses to offer customers a greater variety of floral and gifting products and an enhanced shopping experience and is expected to generate significant cost synergies. The Company believes that these factors support the estimated amount of goodwill related to the Acquisition.

        The purchase price consisted of (i) cash consideration of $106.6 million excluding acquired cash on hand of $38.1 million and a post-closing working capital adjustment of $9.9 million, and (ii) 10,203,010 shares of FTD common stock, representing approximately 35% of the issued and outstanding shares of FTD common stock. The FTD common stock was valued at $34.82 per share, the closing price on December 31, 2014, the date of the Acquisition, for purposes of determining the purchase price. In April 2015, FTD made a payment to Liberty in full satisfaction of the post-closing working capital adjustment. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on management's preliminary estimates of their respective fair values as of the closing date of the Acquisition. During the six months ended June 30, 2015, the Company revised certain of its preliminary estimates of fair value, which changes were not considered material. The Company believes that the preliminary fair values assigned to the assets acquired and the liabilities assumed were based on reasonable assumptions, however, additional information is needed in order to determine the final fair values.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. ACQUISITION (Continued)

The following table summarizes the preliminary estimates of fair value of the assets acquired and liabilities assumed, including the effects of immaterial adjustments to the preliminary purchase price allocation (in thousands):

 
  Preliminary
Estimate of
Fair Value
 

Net liabilities assumed:

       

Cash

  $ 38,081  

Accounts receivable

    8,215  

Inventories

    18,744  

Prepaid expenses

    11,550  

Other assets

    14,931  

Property and equipment

    42,994  

Accounts payable and accrued liabilities

    (82,709 )

Deferred tax liabilities, net

    (85,917 )

Other liabilities

    (13,342 )

Total net liabilities assumed

    (47,453 )

Intangible assets acquired:

       

Trademarks and trade names

    119,400  

Customer contracts and relationships

    91,100  

Complete technology

    36,300  

Total intangible assets acquired

    246,800  

Goodwill

    310,554  

Total purchase price

  $ 509,901  

        The acquired intangibles are being amortized on a straight-line basis over their estimated useful lives, which range from two to fifteen years. The goodwill acquired in the Acquisition is not deductible for federal tax purposes.

        The following unaudited pro forma information presents the consolidated results of operations of the Company as if the Acquisition had occurred as of January 1, 2013. The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to present what the actual results of operations would have been had the transaction actually occurred on the date indicated, nor does it purport to represent results of operations for any future period. The information does not reflect any cost savings or other benefits that may be obtained through anticipated synergies as a result of the Acquisition.

(in thousands, except per share amounts)
  For the Quarter
Ended June 30, 2014
  For the Six Months
Ended June 30, 2014
 

Revenues

  $ 390,884   $ 772,526  

Net income

  $ 4,604   $ 6,117  

Basic and diluted earnings per share

  $ 0.16   $ 0.21  

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. SEGMENT INFORMATION

        Prior to the Acquisition, the Company reported its business operations in three reportable segments: Consumer, Florist, and International. As a result of the Acquisition, the Company began reporting its business in four reportable segments: Consumer, Florist, International, and Provide Commerce. As the Acquisition was completed on December 31, 2014, no results of operations of Provide Commerce were included in the Company's consolidated statement of operations for the quarter and six months ended June 30, 2014.

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

 
  Quarter Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Products revenues:

                         

Consumer

  $ 97,652   $ 96,053   $ 185,722   $ 183,669  

Florist

    12,434     10,625     28,817     26,900  

International

    29,290     31,006     78,044     85,073  

Provide Commerce

    196,548         379,784      

Segment products revenues

    335,924     137,684     672,367     295,642  

Services revenues:

                         

Florist

    30,731     31,088     60,352     60,923  

International

    4,616     4,829     11,118     11,759  

Segment services revenues

    35,347     35,917     71,470     72,682  

Intersegment eliminations

    (5,470 )   (5,507 )   (10,255 )   (10,377 )

Consolidated revenues

  $ 365,801   $ 168,094   $ 733,582   $ 357,947  

        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 by segment were as follows (in thousands):

 
  Quarter Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Intersegment revenues:

                         

Consumer

  $ (5,318 ) $ (5,410 ) $ (10,022 ) $ (10,196 )

Florist

    (82 )   (97 )   (163 )   (181 )

Provide Commerce

    (70 )       (70 )    

Total intersegment revenues

  $ (5,470 ) $ (5,507 ) $ (10,255 ) $ (10,377 )

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. SEGMENT INFORMATION (Continued)

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

 
  Quarter Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Segment operating income(a):

                         

Consumer

  $ 10,884   $ 10,588   $ 18,354   $ 18,678  

Florist

    12,113     12,078     26,260     25,246  

International

    3,823     3,533     11,800     11,567  

Provide Commerce

    26,074         34,986      

Total segment operating income

    52,894     26,199     91,400     55,491  

Unallocated expenses(b)

    (11,543 )   (7,999 )   (25,054 )   (14,838 )

Depreciation expense and amortization of intangible assets

    (21,158 )   (7,102 )   (41,913 )   (14,029 )

Operating income

    20,193     11,098     24,433     26,624  

Interest expense, net

    (2,359 )   (1,243 )   (4,667 )   (2,481 )

Other (expense) income, net

    437     86     426     472  

Income before income taxes

  $ 18,271   $ 9,941   $ 20,192   $ 24,615  

(a)
Segment operating income is operating income excluding depreciation, amortization, litigation and dispute settlement charges or gains, transaction and integration-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. In addition, unallocated expenses include stock-based compensation for all eligible Company employees, restructuring and other exit costs, transaction and integration-related costs, and litigation and dispute settlement charges or gains.

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

 
  Quarter Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

U.S. 

  $ 331,895   $ 132,259   $ 644,420   $ 261,115  

U.K. 

    33,906     35,835     89,162     96,832  

Consolidated revenues

  $ 365,801   $ 168,094   $ 733,582   $ 357,947  

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. SEGMENT INFORMATION (Continued)

        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, consisting of amortizable intangible assets, property and equipment and other non-current assets, was as follows (in thousands):

 
  June 30,
2015
  December 31,
2014
 

U.S. 

  $ 304,476   $ 272,659  

U.K. 

    8,305     8,335  

Total long-lived assets

  $ 312,781   $ 280,994  

4. 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):

 
  June 30, 2015   December 31, 2014  

Current

  $ 10,692   $ 10,913  

Past due

    854     3,268  

Total

  $ 11,546   $ 14,181  

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

 
  June 30, 2015   December 31, 2014  

Current

  $ 10,692   $ 10,913  

Past due:

             

1 - 150 days past due

    193     147  

151 - 364 days past due

    164     163  

365 - 730 days past due

    240     244  

731 or more days past due

    257     2,714  

Total

  $ 11,546   $ 14,181  

        Financing receivables on nonaccrual status at June 30, 2015 and December 31, 2014, totaled $0.9 million and $3.3 million, respectively.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. BALANCE SHEET COMPONENTS (Continued)

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

 
  Six Months Ended
June 30,
 
 
  2015   2014  

Allowance for credit losses:

             

Balance at January 1

  $ 3,200   $ 3,213  

Provision

    146     122  

Write-offs charged against allowance

    (2,581 )   (155 )

Balance at June 30

  $ 765   $ 3,180  

Ending balance collectively evaluated for impairment

  $ 737   $ 3,163  

Ending balance individually evaluated for impairment

  $ 28   $ 17  

Recorded investments in financing receivables:

             

Balance collectively evaluated for impairment

  $ 856   $ 3,292  

Balance individually evaluated for impairment

  $ 10,690   $ 11,188  

        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 June 30, 2015 and December 31, 2014. The average recorded investment in such loans was less than $0.1 million in each of the six months ended June 30, 2015 and 2014. Interest income recognized on impaired loans was less than $0.1 million in each of the six months ended June 30, 2015 and 2014.

Property and Equipment

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

 
  June 30, 2015   December 31, 2014  

Land and improvements

  $ 1,616   $ 1,614  

Buildings and improvements

    16,208     16,203  

Leasehold improvements

    16,363     16,092  

Equipment

    13,532     7,796  

Computer equipment

    30,689     27,144  

Computer software

    44,300     38,409  

Furniture and fixtures

    3,686     4,909  

    126,394     112,167  

Accumulated depreciation

    (59,061 )   (48,560 )

Total

  $ 67,333   $ 63,607  

        Depreciation expense, including the amortization of leasehold improvements, was $5.8 million and $2.7 million for the quarters ended June 30, 2015 and 2014, respectively and $11.2 million and $5.2 million for the six months ended June 30, 2015 and 2014, respectively.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. TRANSACTIONS WITH RELATED PARTIES

Transactions with Liberty

        As a result of the Acquisition, Liberty owns approximately 35% of the issued and outstanding shares of FTD common stock. FTD and Liberty entered into an Investor Rights Agreement, which governs certain rights of and restrictions on Liberty in connection with the shares of FTD common stock that Liberty owns as a result of the Acquisition. In addition, Provide Commerce and Liberty entered into a services agreement (the "Services Agreement"), under which Provide Commerce, on a short-term transitional basis, has provided Liberty with certain support service and other assistance after the Acquisition in respect of the RedEnvelope business, which was not acquired by FTD as part of the Acquisition. Fees of $0.3 million were earned during the six months ended June 30, 2015. On April 1, 2015, Provide Commerce and Liberty entered into an amendment to the Services Agreement to extend the term of the Services Agreement to June 30, 2015.

        The Acquisition purchase price was subject to adjustment based upon the final closing working capital, which adjustment was determined to be $9.9 million. In April 2015, FTD made a payment to Liberty in full satisfaction of this adjustment.

        On April 30, 2015, the Company, through a wholly-owned subsidiary, entered into a Purchase and Sale Agreement with an indirect wholly-owned subsidiary of Liberty, pursuant to which the Company acquired certain residual assets previously used by Liberty in the online e-commerce business operated under the trade name of RedEnvelope for a cash purchase price of $0.3 million. The purchase price has been allocated to the assets acquired based on their relative fair values, resulting in allocated values of $0.1 million to fixed assets, $0.1 million to inventory, and $0.1 million to the trademark and trade name.

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 $1.7 million at June 30, 2015 and December 31, 2014, 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) commissions on products sold by I.S. Group (sourced from third-party suppliers) to floral network members, and (iii) commissions for acting as a collection agent on behalf of I.S. Group. In the quarters ended June 30, 2015 and 2014, revenues related to products sold to and commissions earned from I.S. Group were $0.5 million and $0.6 million, respectively, and $1.4 million and $1.6 million for the six months ended June 30, 2015 and 2014, 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 and $0.1 million in the quarters ended June 30, 2015 and 2014, respectively, and $0.2 million and $0.1 million for the six months ended June 30, 2015 and 2014, respectively. Amounts due from I.S. Group were $0.3 million and $0.5 million at June 30, 2015 and December 31, 2014, respectively, and amounts payable to I.S. Group were $1.1 million and $1.5 million at June 30, 2015 and December 31, 2014, respectively.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

Goodwill

        The changes in the net carrying amount of goodwill for the six months ended June 30, 2015, were as follows (in thousands):

 
  Consumer   Florist   International   Provide Commerce   Total  

Goodwill at December 31, 2014

  $ 133,226   $ 109,651   $ 92,259   $ 297,076   $ 632,212  

Foreign currency translation

            800         800  

Provide Commerce acquisition(a)

                13,478     13,478  

Goodwill at June 30, 2015

  $ 133,226   $ 109,651   $ 93,059   $ 310,554   $ 646,490  

(a)
Adjustments to goodwill include immaterial revisions to preliminary fair value amounts and the final working capital adjustment, which were recorded during the six months ended June 30, 2015.

        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 $762.8 million at June 30, 2015.

Intangible Assets

        Intangible assets are primarily related to the acquisition of Provide Commerce in December 2014 and the acquisition of the Company by United Online in August 2008 and consist of the following (in thousands):

 
  June 30, 2015   December 31, 2014  
 
  Gross Value   Accumulated
Amortization
  Net   Gross
Value
  Accumulated
Amortization
  Net  

Complete technology

  $ 77,903   $ (45,210 ) $ 32,693   $ 77,847   $ (41,480 ) $ 36,367  

Customer contracts and relationships

    196,442     (128,054 )   68,388     199,271     (104,972 )   94,299  

Trademarks and trade names

    277,390     (4,418 )   272,972     305,245     (258 )   304,987  

Total

  $ 551,735   $ (177,682 ) $ 374,053   $ 582,363   $ (146,710 ) $ 435,653  

        Some of the Company's trademarks and trade names are indefinite-lived for which there is no associated amortization expense or accumulated amortization. At June 30, 2015 and December 31, 2014, such indefinite-lived assets, after impairment and foreign currency translation adjustments, totaled $157.0 million and $247.5 million, respectively. During the six months ended June 30, 2015, the Company revised certain of its preliminary estimates of fair value and useful lives. These changes were not material and have been fully reflected in the statement of operations for the six months ended June 30, 2015. Included in the above intangible assets are $36.3 million of complete technology, $91.1 million of customer contracts and relationships, and $119.4 million of trademarks and trade names acquired in connection with the Acquisition, which are based on preliminary fair value estimates.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

        Estimated future intangible assets amortization expense for each of the next five years and thereafter, was as follows (in thousands):

2015 (remainder of year)

  $ 30,615  

2016

    61,180  

2017

    15,290  

2018

    15,289  

2019

    15,289  

Thereafter

    79,431  

Total

  $ 217,094  

7. 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 its previous credit facility in full and to pay fees and expenses related to the 2013 Credit Agreement.

        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, 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 provided for a term loan in an aggregate principal amount of $200 million and provided for a revolving loan advance (the "Acquisition Advance") 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 and, on December 31, 2014, the Company borrowed $120 million under the Acquisition Advance to fund the cash portion of the Acquisition purchase price. 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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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. FINANCING ARRANGEMENTS (Continued)

        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. At June 30, 2015, the base rate margin was 1.0% per annum and the LIBOR margin was 2.0% 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 June 30, 2015, under the term loan and the revolving credit facility were 2.28% and 2.19%, respectively. The commitment fee rate at June 30, 2015, was 0.30%. 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 amortization payments of $5 million per quarter and customary mandatory prepayments under certain conditions. In addition, during the six months ended June 30, 2015, the Company paid down $20 million of the amounts outstanding under the revolving credit facility. 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 minimum principal payments through the maturity date of the Amended and Restated Credit Agreement were as follows for each of the next five years (in thousands):

2015 (remainder of year)

  $ 10,000  

2016

    20,000  

2017

    20,000  

2018

    20,000  

2019

    240,000  

Total

  $ 310,000  

        At June 30, 2015, the remaining borrowing capacity under the Amended and Restated Credit Agreement, which was reduced by $3.0 million in outstanding letters of credit, was $227.0 million. The changes in the Company's debt balances for the six months ended June 30, 2015, were as follows (in thousands):

 
  Balance at
December 31,
2014
  Repayments
of Debt
  Balance at
June 30,
2015
 

Amended and Restated Credit Agreement:

                   

Revolving Credit Facility

  $ 140,000   $ (20,000 ) $ 120,000  

Term Loan

    200,000     (10,000 )   190,000  

Total

  $ 340,000   $ (30,000 ) $ 310,000  

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. DERIVATIVE INSTRUMENTS

        In March 2012, the Company entered into forward starting interest rate cap instruments based on 3-month LIBOR, effective January 2015 through June 2018. The forward starting interest rate cap instruments 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 outstanding borrowings under the Company's Amended and Restated Credit Agreement. The gains or losses on the instruments are reported in other comprehensive income to the extent that they are effective and are reclassified into earnings when the cash flows attributable to 3-month LIBOR interest payments are recognized in earnings.

        The estimated fair values and notional values of outstanding derivative instruments at June 30, 2015 and December 31, 2014, were as follows (in thousands):

 
   
  Estimated Fair Value of
Derivative Instruments
  Notional Value of
Derivative Instruments
 
 
  Balance
Sheet
Location
  June 30,
2015
  December 31,
2014
  June 30,
2015
  December 31,
2014
 

Derivative Assets:

                             

Interest rate caps

  Other assets   $ 112   $ 370   $ 130,000   $ 130,000  

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

 
  Quarter Ended
June 30,
  Six Months
Ended
June 30,
 
 
  2015   2014   2015   2014  

Derivatives Designated as Cash Flow Hedging Instruments:

                         

Interest rate caps

  $ (114 ) $ (306 ) $ (258 ) $ (680 )

        The effective portion, before tax effect, of the Company's interest rate caps designated as cash flow hedging instruments was $1.6 million and $1.5 million at June 30, 2015 and December 31, 2014, respectively, $0.5 million of which was expected to be reclassified from accumulated other comprehensive loss into interest expense in the consolidated statements of operations within the next twelve months. During the quarter and six months ended June 30, 2015, $0.1 million and $0.2 million, respectively, was reclassified from accumulated other comprehensive loss into interest expense in the condensed consolidated statements of operations. No amounts were reclassified out of accumulated other comprehensive loss during the six months ended June 30, 2014.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. FAIR VALUE MEASUREMENTS

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

 
  June 30, 2015   December 31, 2014  
 
  Total   Level 1   Level 2   Total   Level 1   Level 2  

Assets:

                                     

Money market funds

  $ 4,259   $ 3,911   $ 348   $ 56,595   $ 55,350   $ 1,245  

Derivative assets

    112         112     370         370  

Total

  $ 4,371   $ 3,911   $ 460   $ 56,965   $ 55,350   $ 1,615  

Liabilities:

                                     

Non-qualified deferred compensation plan

  $ 8,369   $   $ 8,369   $ 11,617   $   $ 11,617  

Total

  $ 8,369   $   $ 8,369   $ 11,617   $   $ 11,617  

        Provide Commerce has an executive deferred compensation plan for key management level employees in which the employees may elect to defer receipt of current compensation. This plan is intended to be an unfunded, non-qualified deferred compensation plan that complies with the provisions of section 409A of the Internal Revenue Code. At the time of the Acquisition, contributions to the plan were suspended except those relating to any compensation earned but not yet paid as of the date of the Acquisition. The plan assets, which consist primarily of life insurance contracts recorded at their cash surrender value, were $12.5 million at both June 30, 2015 and December 31, 2014 and are included in other assets in the accompanying condensed consolidated balance sheets.

        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. At June 30, 2015, the Company estimated its credit spread as 2.0% and 2.6% for the term loan and revolving credit facility, respectively, resulting in yield-to-maturity estimates for the term loan and revolving credit facility of 3.4% and 4.0%, respectively. At December 31, 2014, the Company estimated its credit spread as 2.0% and 2.6% for the term loan and revolving credit facility, respectively, resulting in yield-to-maturity estimates for the term loan and revolving credit facility of 3.6% and 4.2%, respectively. The table below summarizes the carrying amounts and estimated fair values for long-term debt (in thousands):

 
  June 30, 2015   December 31, 2014  
 
   
  Estimated
Fair Value
   
  Estimated
Fair Value
 
 
  Carrying
Amount
  Carrying
Amount
 
 
  Level 2   Level 2  

Long-term debt, including current portion

  $ 310,000   $ 309,041   $ 340,000   $ 338,223  

        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.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. STOCKHOLDERS' EQUITY

Common Stock Repurchases

        On February 27, 2014, the Company's board of directors authorized a common stock repurchase program (the "Repurchase Program") that allows FTD Companies, Inc. to repurchase up to $50 million of its common stock from time to time over a two-year period in both open market and privately negotiated transactions. Repurchased shares generally will be held in treasury pending use for general corporate purposes, including issuances under various employee and director stock plans. No purchases were made under the Repurchase Program prior to 2015. As of June 30, 2015, the Company has repurchased 673,042 shares under the Repurchase Program at an average cost per share of $29.72.

        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 under the Repurchase Program. The Company then pays the minimum statutory withholding taxes in cash. During the six months ended June 30, 2015, 186,037 RSUs vested for which 59,086 shares were withheld to cover the minimum statutory withholding taxes of $2.0 million.

11. INCENTIVE COMPENSATION PLANS

        The FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan authorizes the granting of awards to employees and non-employee directors, including stock options, stock appreciation rights, RSUs and other stock-based awards. In June 2015, stockholders approved the amendment and restatement of the Amended and Restated 2013 Incentive Compensation Plan (as so amended, the "Amended and Restated 2013 Plan"). Under the Amended and Restated 2013 Plan, 5.2 million shares of FTD common stock have been reserved for issuance of awards. At June 30, 2015, the Company had 4.8 million shares available for issuance under the Amended and Restated 2013 Plan. In addition, in July 2015, eligible employees of the Company were able to participate in the FTD Companies, Inc. 2015 Employee Stock Purchase Plan which was also approved by stockholders in June 2015.

        On March 9, 2015, the Company granted RSUs to certain employees totaling 0.3 million shares. The RSUs granted will generally vest in four equal annual installments beginning on February 15, 2016. The RSUs were granted with an exercise price of $34.44, the market value of the underlying stock on the grant date.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

11. INCENTIVE COMPENSATION PLANS (Continued)

        The following table summarizes the non-cash stock-based compensation incurred in the quarters ended June 30, 2015 and 2014, respectively, that has been included in the condensed consolidated statements of operations (in thousands):

 
  Quarter Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Cost of revenues

  $ 14   $ 26   $ 29   $ 59  

Sales and marketing

    680     644     1,137     1,160  

General and administrative

    1,704     1,231     3,174     2,344  

Total stock-based compensation

  $ 2,398   $ 1,901   $ 4,340   $ 3,563  

12. INCOME TAXES

        During the quarter ended June 30, 2015, the Company recorded a tax provision of $0.5 million on pre-tax income of $18.3 million, compared to a tax provision of $5.2 million on pre-tax income of $9.9 million for the quarter ended June 30, 2014. The effective tax rate decreased for the quarter ended June 30, 2015, as compared to the quarter ended June 30, 2014, primarily due to anticipated book losses in the U.S. resulting from the amortization of intangibles acquired in the Acquisition.

        During the six months ended June 30, 2015, the Company recorded a tax provision of $0.3 million on pre-tax income of $20.2 million, compared to a tax provision of $10.3 million on pre-tax income of $24.6 million for the six months ended June 30, 2014. The effective tax rate decreased for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014, primarily due to anticipated book losses in the U.S. resulting from the amortization of intangibles acquired in the Acquisition.

13. 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.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

13. EARNINGS PER SHARE (Continued)

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

 
  Quarter Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Numerator:

                         

Net income

  $ 17,819   $ 4,709   $ 19,853   $ 14,329  

Income allocated to participating securities

    (368 )   (109 )   (400 )   (312 )

Net income attributable to common stockholders

  $ 17,451   $ 4,600   $ 19,453   $ 14,017  

Denominator:

                         

Basic average common shares outstanding

    28,692,592     18,932,162     28,953,470     18,904,713  

Add: Dilutive effect of non-participating securities

    34,939     38,068     50,669     45,252  

Diluted average common shares outstanding

    28,727,531     18,970,230     29,004,139     18,949,965  

Basic earnings per common share

  $ 0.61   $ 0.24   $ 0.67   $ 0.74  

Diluted earnings per common share

  $ 0.61   $ 0.24   $ 0.67   $ 0.74  

        In connection with the Acquisition, the Company issued 10,203,010 shares of FTD common stock to Liberty. The diluted earnings per common share computations exclude stock options and RSUs which are antidilutive. Weighted-average antidilutive shares for the quarter and six months ended June 30, 2015, were 0.6 million and 0.4 million, respectively.

14. RESTRUCTURING AND OTHER EXIT COSTS

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

 
  Employee
Termination
Costs
  Facility
Closure
Costs
  Asset
Impairments
  Total  

Accrued as of December 31, 2014

  $ 2,144   $   $   $ 2,144  

Charges

    1,995     1,135     1,282     4,412  

Cash paid

    (3,288 )   (167 )       (3,455 )

Other adjustments

        (55 )   (1,282 )   (1,337 )

Accrued as of June 30, 2015

  $ 851   $ 913   $   $ 1,764  

        During the six months ended June 30, 2015, the Company incurred restructuring and other exit costs of $4.4 million primarily related to severance and lease termination costs related to the shutdown of certain of the Provide Commerce developing businesses and two distribution centers, as well as other headcount reductions related to the integration of the Provide Commerce and legacy FTD businesses.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

15. 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 concerned 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 Classmates, Inc. rejected the Multistate Work Group's offer. Following additional discussions with the Multistate Work Group, on December 23, 2014, FTD.COM and Classmates, Inc. submitted a proposal to resolve the matter without admitting liability by making a settlement payment in an aggregate amount of $8 million relating to both companies and $2.5 million restitution by Classmates, Inc. to a group of purchasers of its subscription services. On January 15, 2015, the Multistate Work Group responded to the companies' December 23, 2014 offer with a counter offer seeking a payment from FTD.COM and Classmates, Inc. of $8 million relating to both companies and restitution from Classmates, Inc. of $3 million. In March 2015, FTD.COM and Classmates, Inc. accepted the Multistate Work Group's latest counter offer. Final settlement agreements have been approved by the respective court in each of the States listed above and the respective settlement payments, totaling $2.8 million, were made by FTD.COM to the various states in 2015.

        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. The Company cannot predict the outcome of governmental investigations or other legal actions or their potential implications for its business.

        The Separation and Distribution Agreement which was executed between FTD and United Online in connection with the Company's November 2013 separation from United Online (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. In May 2015, FTD and United Online entered into an amendment to the Separation and Distribution Agreement providing for the parties to jointly coordinate the litigation and settlement of certain specified litigation matters which are asserted after the Separation. In addition, pursuant to such amendment, the foregoing obligations of the parties will terminate on May 20, 2017, provided that for certain matters that may be pending as of such date, such obligations will terminate no later than May 20, 2019. The Separation and Distribution Agreement also establishes procedures with respect to claims subject to indemnification, insurance claims, and related matters. The Company

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

15. CONTINGENCIES—LEGAL MATTERS (Continued)

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.

        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 became effective as of November 18, 2014, setting aside the order of the High Court from June of 2013. The part of the order lifting the injunction prohibiting Marks and Spencer from infringing the Interflora trademarks was lifted on December 2, 2014. At a case management conference on June 18, 2015, the High Court ordered that the parties take certain steps to allow it to determine the scope of the evidence at a resumed case management conference in November and ordered that the parties attend court to set a date for a six day retrial before the High Court. The retrial is currently expected to occur in April 2016.

        Commencing on August 19, 2009, the first of a series of consumer class action lawsuits was brought against Provide Commerce, Inc. and co-defendant Regent Group, Inc. d/b/a Encore Marketing International ("EMI"). These cases were ultimately consolidated during the next three years into Case No. 09 CV 2094 in the United States District Court for the Southern District of California under the title In re EasySaver Rewards Litigation. Plaintiffs' claims arise from their online enrollment in subscription based membership programs known as EasySaver Rewards, RedEnvelope Rewards, and Preferred Buyers Pass (collectively the "Membership Programs"). Plaintiffs claim that after they ordered items from certain of Provide Commerce's websites, they were presented with an offer to enroll in one of the Membership Programs, each of which is offered and administered by EMI. Plaintiffs purport to represent a putative nationwide class of consumers allegedly damaged by Provide Commerce's purported unauthorized or otherwise allegedly improper transferring of the putative class members' billing information to EMI, who then posted allegedly unauthorized charges to their credit or debit card accounts for membership fees for the Membership Programs. On February 22, 2010, Provide Commerce and EMI respectively filed motions to dismiss. On August 13, 2010, the court entered an

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

15. CONTINGENCIES—LEGAL MATTERS (Continued)

order granting in part and denying in part the motions. Between August 13, 2010, and December 2011, plaintiffs filed various amended complaints and added or dismissed certain named plaintiffs. Plaintiffs filed the fourth amended complaint on December 14, 2011. The fourth amended complaint is the operative complaint. Plaintiffs assert ten claims against Provide Commerce and EMI in the fourth amended complaint: (1) breach of contract (against Provide Commerce only); (2) breach of contract (against EMI only); (3) breach of implied covenant of good faith and fair dealing; (4) fraud; (5) violations of the California Consumers Legal Remedies Act; (6) unjust enrichment; (7) violation of the Electronic Funds Transfer Act (against EMI only); (8) invasion of privacy; (9) negligence; and (10) violations of the Unfair Competition Law. Plaintiffs assert their claims individually and on behalf of a putative nationwide class. Plaintiffs sought damages, attorneys' fees, and costs. Provide Commerce and EMI filed motions to dismiss the claims of plaintiffs Lawler, Walters, Cox, and Dickey on January 24, 2012. The motions to dismiss were fully briefed as of February 23, 2012, but the court had not yet conducted a hearing or ruled on the motions. The parties participated in numerous settlement conferences and mediations throughout the case in an effort to resolve this matter. On April 9, 2012, the parties reached an agreement on the high level terms of a settlement, conditioned on the parties negotiating and executing a complete written agreement. In the weeks following April 9, 2012, the parties negotiated a formal written settlement agreement ("Settlement"). Upon reaching the Settlement, the hearing on the motions to dismiss was vacated, and Provide Commerce and EMI have not answered the fourth amended complaint in light of the Settlement. The court granted the plaintiffs' unopposed motion for preliminary approval of the Settlement on June 13, 2012. After notice to the class and briefing by the parties, the court conducted a final approval hearing (also known as a fairness hearing) on January 28, 2013, and took the matter under submission at the conclusion of the hearing. On February 4, 2013, the court entered its final order approving class action settlement, granting plaintiffs' motion for attorneys' fees, costs, and incentive awards, and overruling objections filed by a single objector to the Settlement. The court entered judgment on the settlement on February 21, 2013. The objector filed a notice of appeal with the Ninth Circuit Court of Appeals on March 4, 2013. After the completion of briefing, the Ninth Circuit set oral argument on the appeal for February 2, 2015. But on January 29, 2015, the Ninth Circuit entered an order deferring argument and resolution of the appeal pending the Ninth Circuit's decision in a matter captioned Frank v. Netflix, No. 12 15705+. The Ninth Circuit issued its opinion in Frank v. Netflix, No. 12 15705+ on February 27, 2015, affirming the district court's approval of a settlement between Walmart and a class of Netflix DVD subscribers. On March 19, 2015, the Ninth Circuit entered an order vacating the judgment in this matter and remanding it to the district court for further proceedings consistent with Frank v. Netflix. The Ninth Circuit's mandate issued on April 14, 2015, and the matter is now pending before the district court to consider final approval of the Settlement in light of Frank v. Netflix. On April 23, 2015, the district court entered an order reopening the case and ordering the parties to jointly submit a memorandum summarizing the import of the Frank v. Netflix decision and stating their intentions going forward. On May 4, 2015, such memorandum was filed by the parties and the objector also filed his own memorandum regarding these same topics on such date. After receiving the parties and objector's memoranda, the district court ordered supplemental briefing on the issue of final settlement approval on May 21, 2015. The parties filed their respective opening supplemental briefs on June 18, 2015, the objector filed his opposition supplemental brief on July 2, 2015, and the parties filed their respective reply supplemental briefs on July 16, 2015. The district court has not yet set the hearing date for the pending final settlement approval motion.

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FTD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

15. CONTINGENCIES—LEGAL MATTERS (Continued)

        The Company records a liability when it believes that it is both probable that a loss has been 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 June 30, 2015 and December 31, 2014, the Company had reserves totaling $3.1 million and $5.4 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.

16. SUPPLEMENTAL CASH FLOW INFORMATION

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

 
  Six Months Ended June 30,  
 
  2015   2014  

Cash paid for interest

  $ 4,121   $ 2,352  

Cash paid for income taxes, net

  $ 14,202   $ 10,055  

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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, specialty foods, 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®, Interflora® (both supported by the iconic Mercury Man® logo), ProFlowers®, Shari's Berries®, and Personal Creations® brands. 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 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., and Cherry Moon Farms®, Gifts.com™, Sincerely™, and RedEnvelope® in the U.S. While floral arrangements and plants are our primary offerings, we also market and sell gift items, including gourmet-dipped berries, chocolate dip delights™ and other sweets, personalized gifts, premium fresh fruits, gift baskets, wine and champagne, jewelry and spa products.

Acquisition of Provide Commerce

        On December 31, 2014, we acquired from a wholly-owned subsidiary of Liberty Interactive Corporation ("Liberty") all of the issued and outstanding shares of common stock of Provide Commerce, Inc., an indirect wholly-owned subsidiary of Liberty ("Provide Commerce"), for a purchase price consisting of (i) cash consideration of $106.6 million, excluding acquired cash on hand of $38.1 million and a post-closing working capital adjustment of $9.9 million, and (ii) 10,203,010 shares of FTD common stock, representing approximately 35% of the issued and outstanding shares of FTD common stock (the "Acquisition"). In April 2015, FTD made a payment to Liberty in full satisfaction of the post-closing working capital adjustment. Upon the closing of the Acquisition, Provide Commerce became an indirect wholly-owned subsidiary of FTD.

Reportable Segments

        Prior to the Acquisition, we reported our business operations in three reportable segments: Consumer, Florist and International. As a result of the Acquisition, which was completed on December 31, 2014, we began reporting our business in four reportable segments: Consumer, Florist, International, and Provide Commerce.

        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 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, www.flyingflowers.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, independent gift shops, other retailers, and to other companies in need of floral and gifting solutions. Through our Provide Commerce segment, we are a leading direct marketer of floral and gift products for consumers, including specialty foods, personalized gifts, and other gifting products, primarily in the U.S. We operate primarily through our www.proflowers.com, www.berries.com, www.personalcreations.com, www.cherrymoonfarms.com, www.proplants.com, and www.gifts.com websites, associated mobile sites, mobile applications and various telephone numbers.

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Items Affecting Comparability of Financial Results

        As the Acquisition was completed on December 31, 2014, the Company's condensed consolidated statements of operations for the quarter and six months ended June 30, 2014, did not include the operations of the Provide Commerce segment. The financial information provided related to Provide Commerce for the quarter and six months ended June 30, 2014, is provided for informational purposes only and is unaudited. These unaudited pre-acquisition results of operations of Provide Commerce do not purport to be indicative of the results of future operations of the Provide Commerce segment or the results that would have actually been attained had the Acquisition been completed on or prior to January 1, 2014.

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 and integration-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 3—"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, www.proflowers.com, www.berries.com, and www.personalcreations.com websites, associated mobile sites and mobile applications, the 1-800-SEND-FTD telephone number and various other telephone numbers; and in the U.K. and the Republic of Ireland, primarily through the www.interflora.co.uk, www.flyingflowers.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, International, and Provide Commerce segments is tracked in their local currency, the U.S. Dollar ("USD") for both the Consumer and Provide Commerce segments 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

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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.

        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. The results of operations for Provide Commerce for the quarter and six months ended June 30, 2014, are set forth below and were derived from the unaudited pre-Acquisition results of operations of Provide Commerce. These unaudited pre-Acquisition results of operations of Provide Commerce have been included herein for informational purposes only and do not purport to be indicative of the results of future operations of the Provide Commerce segment or the results that would have actually been attained had the Acquisition been completed on or prior to January 1, 2014.

 
  Quarter Ended
June 30,
  Change   Six Months Ended
June 30,
  Change  
 
  2015   2014   $   %   2015   2014   $   %  
 
  (in thousands, except for average order values, average revenues per member,
and exchange rates)

 

Consolidated:

                                                 

Consolidated revenues

  $ 365,801   $ 168,094   $ 197,707     118 % $ 733,582   $ 357,947   $ 375,635     105 %

Consumer:

                                                 

Segment revenues(a)

  $ 97,652   $ 96,053   $ 1,599     2 % $ 185,722   $ 183,669   $ 2,053     1 %

Segment operating income

  $ 10,884   $ 10,588   $ 296     3 % $ 18,354   $ 18,678   $ (324 )   (2 )%

Consumer orders

    1,343     1,342     1     %   2,511     2,541     (30 )   (1 )%

Average order value

  $ 68.74   $ 67.55   $ 1.19     2 % $ 69.97   $ 68.27   $ 1.70     3 %

Florist:

                                                 

Segment revenues(a)

  $ 43,165   $ 41,713   $ 1,452     3 % $ 89,169   $ 87,823   $ 1,346     2 %

Segment operating income

  $ 12,113   $ 12,078   $ 35     % $ 26,260   $ 25,246   $ 1,014     4 %

Average revenues per member

  $ 3,456   $ 3,203   $ 253     8 % $ 7,076   $ 6,582   $ 494     8 %

International:

                                                 

Segment revenues (in USD)

  $ 33,906   $ 35,835   $ (1,929 )   (5 )% $ 89,162   $ 96,832   $ (7,670 )   (8 )%

Segment revenues (in GBP)

  £ 22,096   £ 21,280   £ 816     4 % £ 58,613   £ 58,078   £ 535     1 %

Segment operating income (in USD)

  $ 3,823   $ 3,533   $ 290     8 % $ 11,800   $ 11,567   $ 233     2 %

Consumer orders

    539     535     4     1 %   1,426     1,456     (30 )   (2 )%

Average order value (in USD)

  $ 51.64   $ 55.68   $ (4.04 )   (7 )% $ 51.29   $ 55.55   $ (4.26 )   (8 )%

Average order value (in GBP)

  £ 33.66   £ 33.08   £ 0.58     2 % £ 33.73   £ 33.33   £ 0.40     1 %

Average currency exchange rate: GBP to USD

    1.53     1.68                 1.52     1.67              

Provide Commerce:

                                                 

Segment revenues(a)

  $ 196,548   $ 222,790   $ (26,242 )   (12 )% $ 379,784   $ 414,579   $ (34,795 )   (8 )%

Segment operating income

  $ 26,074   $ 13,976   $ 12,098     87 % $ 34,986   $ 24,421   $ 10,565     43 %

Consumer orders

    4,023     4,637     (614 )   (13 )%   7,603     8,441     (838 )   (10 )%

Average order value

  $ 48.63   $ 47.68   $ 0.95     2 % $ 49.64   $ 48.73   $ 0.91     2 %

(a)
Segment revenues are prior to intersegment eliminations. See Note 3—"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
June 30,
  Change   Six Months Ended
June 30,
  Change  
 
  2015   2014   $   %   2015   2014   $   %  
 
  (in thousands, except percentages)
 

Revenues

  $ 365,801   $ 168,094   $ 197,707     118 % $ 733,582   $ 357,947   $ 375,635     105 %

Operating expenses:

                                                 

Cost of revenues

    228,027     105,823     122,204     115 %   464,452     229,312     235,140     103 %

Sales and marketing

    70,638     29,418     41,220     140 %   147,050     59,946     87,104     145 %

General and administrative

    29,363     17,039     12,324     72 %   62,498     32,937     29,561     90 %

Amortization of intangible assets

    15,336     4,429     10,907     246 %   30,737     8,841     21,896     248 %

Restructuring and other exit costs

    2,244     287     1,957     682 %   4,412     287     4,125     1,437 %

Total operating expenses

    345,608     156,996     188,612     120 %   709,149     331,323     377,826     114 %

Operating income

    20,193     11,098     9,095     82 %   24,433     26,624     (2,191 )   (8 )%

Interest expense, net

    (2,359 )   (1,243 )   (1,116 )   (90 )%   (4,667 )   (2,481 )   (2,186 )   (88 )%

Other (expense) income, net

    437     86     351     408 %   426     472     (46 )   (10 )%

Income before income taxes

    18,271     9,941     8,330     84 %   20,192     24,615     (4,423 )   (18 )%

Provision for income taxes

    452     5,232     (4,780 )   (91 )%   339     10,286     (9,947 )   (97 )%

Net income

  $ 17,819   $ 4,709   $ 13,110     278 % $ 19,853   $ 14,329   $ 5,524     39 %

Consolidated Revenues

        Consolidated revenues increased $197.7 million for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. Foreign currency exchange rates unfavorably impacted revenues by $3.3 million during the quarter ended June 30, 2015. The increase in consolidated revenues was primarily due to $196.5 million of revenues associated with our Provide Commerce segment, a $1.6 million increase in revenues from our Consumer segment, and a $1.5 million increase in revenues from our Florist segment, partially offset by a $1.9 million decrease ($1.4 million increase in constant currency) in revenues from our International segment.

        Consolidated revenues increased $375.6 million for the six months ended June 30, 2015, compared to the six months ended June 30, 2014. Foreign currency exchange rates unfavorably impacted revenues by $8.6 million during the six months ended June 30, 2015. The increase in consolidated revenues was primarily due to $379.8 million of revenues associated with our Provide Commerce segment, a $2.1 million increase in revenues from our Consumer segment, and a $1.3 million increase in revenues from our Florist segment, partially offset by a $7.7 million decrease ($0.9 million increase in constant currency) in revenues from our International segment.

Consolidated Cost of Revenues

        Consolidated cost of revenues increased $122.2 million for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. Foreign currency exchange rates had a $2.2 million favorable impact on cost of revenues for the quarter ended June 30, 2015. The increase in consolidated cost of revenues was primarily due to $121.5 million of cost of revenues associated with our Provide Commerce segment, partially offset by a $1.8 million decrease (increase of $0.4 million in constant currency) in cost of revenues associated with our International segment, a $1.0 million increase in cost of revenues associated with our Florist segment, and a $0.6 million increase in cost of revenues associated with our Consumer segment. In addition depreciation expense increased $1.0 million for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. Consolidated cost of revenues, as a percentage of consolidated revenues, was 62% for the quarter ended June 30, 2015, compared to 63% for the quarter ended June 30, 2014.

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        Consolidated cost of revenues increased $235.1 million for the six months ended June 30, 2015, compared to the six months ended June 30, 2014. Foreign currency exchange rates had a $5.9 million favorable impact on cost of revenues for the six months ended June 30, 2015. The increase in consolidated cost of revenues was primarily due to $239.5 million of cost of revenues associated with our Provide Commerce segment, partially offset by a $6.0 million decrease (flat in constant currency) in cost of revenues associated with our International segment and a $0.2 million decrease in cost of revenues associated with our Consumer segment. Cost of revenues associated with our Florist segment was flat for the six months ended June 30, 2014, compared to the six months ended June 30, 2014. In addition, depreciation expense increased $1.9 million for the six months ended June 30, 2015, compared to the six months ended June 30, 2014. Consolidated cost of revenues, as a percentage of consolidated revenues, was 63% for the six months ended June 30, 2015, compared to 64% for the six months ended June 30, 2014.

Consolidated Sales and Marketing

        Consolidated sales and marketing expenses increased $41.2 million during the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. Foreign currency exchange rates had a $0.4 million favorable impact on sales and marketing expenses for the quarter ended June 30, 2015. The increase in consolidated sales and marketing expenses was primarily due to $40.2 million of sales and marketing expenses associated with our Provide Commerce segment and increases of $0.8 million and $0.5 million in sales and marketing expenses associated with our Consumer and Florist segments, respectively, partially offset by a $0.4 million decrease (flat in constant currency) in sales and marketing expenses associated with our International segment. Consolidated sales and marketing expenses, as a percentage of consolidated revenues, was 19% for the quarter ended June 30, 2015, compared to 18% for the quarter ended June 30, 2014.

        Consolidated sales and marketing expenses increased $87.1 million during the six months ended June 30, 2015, compared to the six months ended June 30, 2014. Foreign currency exchange rates had a $0.9 million favorable impact on sales and marketing expenses for the six months ended June 30, 2015. The increase in consolidated sales and marketing expenses was primarily due to $85.5 million of sales and marketing expenses associated with our Provide Commerce segment, increases of $2.7 million and $0.5 million in sales and marketing expenses associated with our Consumer and Florist segments, respectively, partially offset by a $1.7 million decrease ($0.7 million in constant currency) in sales and marketing expenses associated with our International segment. Consolidated sales and marketing expenses, as a percentage of consolidated revenues, was 20% for the six months ended June 30, 2015, compared to 17% for the six months ended June 30, 2014.

Consolidated General and Administrative

        Consolidated general and administrative expenses increased $12.3 million for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. The increase in consolidated general and administrative expenses was primarily due to $8.8 million of general and administrative expenses associated with our Provide Commerce segment, excluding depreciation. In addition, during the quarter ended June 30, 2015, depreciation expense increased $2.2 million primarily due to assets acquired in the Acquisition. Further, personnel-related costs increased $1.6 million due to increased headcount, stock-based compensation, and other compensation costs. Costs related to insurance and other professional services fees also increased by $0.6 million. Partially offsetting these increases was a decrease in our transaction and integration-related costs of $0.7 million and a decrease in litigation and dispute settlement charges of $0.3 million in the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. Consolidated general and administrative expenses, as a percentage of consolidated revenues, was 8% for the quarter ended June 30, 2015, compared to 10% for the quarter ended June 30, 2014.

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        Consolidated general and administrative expenses increased $29.6 million for the six months ended June 30, 2015, compared to the six months ended June 30, 2014. The increase in consolidated general and administrative expenses was primarily due to $19.8 million of general and administrative expenses associated with our Provide Commerce segment, excluding depreciation. In addition, during the six months ended June 30, 2015, depreciation expense increased $4.0 million primarily due to assets acquired in the Acquisition. Further, consolidated general and administrative expenses increased $3.3 million due to transaction and integration-related costs, primarily associated with the acquisition of Provide Commerce. Personnel-related costs increased $2.4 million, primarily due to increased headcount, stock-based compensation, and other compensation costs. Consolidated general and administrative expenses, as a percentage of consolidated revenues, was 9% for the six months ended June 30, 2015, consistent with the six months ended June 30, 2014.

Amortization of Intangible Assets

        Amortization of intangible assets increased $10.9 million and $21.9 million for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014, respectively, primarily due to the addition of intangible assets acquired in the Acquisition.

Restructuring and Other Exit Costs

        During the quarter and six months ended June 30, 2015, the Company incurred restructuring and other exit costs of $2.2 million and $4.4 million, respectively, associated with headcount reductions related to the integration of the Provide Commerce and legacy FTD businesses as well as severance, lease termination, and other exit costs related to the shutdown of certain of the Provide Commerce developing businesses in the first quarter and two distribution centers in the second quarter of 2015. During the quarter and six months ended June 30, 2014, we incurred restructuring and other exit costs of $0.3 million primarily related to closure of various U.K. garden center concession stands.

Interest Expense, Net

        Interest expense increased $1.1 million and $2.2 million for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014, respectively, due primarily to higher debt principal balances outstanding associated with the incremental borrowing for the Acquisition as well as higher interest rates and increased amortization of both the interest rate cap and deferred financing fees.

Provision for Income Taxes

        During the quarter ended June 30, 2015, we recorded a tax provision of $0.5 million on pre-tax income of $18.3 million, compared to a tax provision of $5.2 million on pre-tax income of $9.9 million for the quarter ended June 30, 2014. The effective tax rate decreased primarily due to anticipated book losses in the U.S. resulting from the amortization of the intangibles acquired in the Acquisition.

        During the six months ended June 30, 2015, we recorded a tax provision of $0.3 million on pre-tax income of $20.2 million, compared to a tax provision of $10.3 million on pre-tax income of $24.6 million for the six months ended June 30, 2014. The effective tax rate decreased primarily due to anticipated book losses in the U.S. resulting from the amortization of the intangibles acquired in the Acquisition.

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BUSINESS SEGMENT OPERATING RESULTS

        Prior to the Acquisition, the Company reported its business operations in three reportable segments: Consumer, Florist, and International. As a result of the Acquisition, the Company began reporting its business in four reportable segments: Consumer, Florist, International, and Provide Commerce. Segment operating income is operating income excluding depreciation, amortization, litigation and dispute settlement charges or gains, transaction and integration-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).

CONSUMER SEGMENT

 
  Quarter Ended
June 30,
  Change   Six Months Ended
June 30,
  Change  
 
  2015   2014   $   %   2015   2014   $   %  
 
  (in thousands, except percentages and average order values)
 

Segment revenues

  $ 97,652   $ 96,053   $ 1,599     2 % $ 185,722   $ 183,669   $ 2,053     1 %

Segment operating income

  $ 10,884   $ 10,588   $ 296     3 % $ 18,354   $ 18,678   $ (324 )   (2 )%

Key metrics and other financial data:

                                                 

Consumer orders

    1,343     1,342     1     %   2,511     2,541     (30 )   (1 )%

Average order value

  $ 68.74   $ 67.55   $ 1.19     2 % $ 69.97   $ 68.27   $ 1.70     3 %

Segment operating margin

    11 %   11 %               10 %   10 %            

Consumer Segment Revenues

        Consumer segment revenues increased $1.6 million, or 2%, for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, primarily driven by a 2% increase in average order value associated with our sympathy business, consumers upgrading to higher value offerings, and other merchandising improvements.

        Consumer segment revenues increased $2.1 million, or 1%, for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, primarily driven by a 3% increase in average order value associated with our sympathy business, consumers upgrading to higher value offerings, and other merchandising improvements, partially offset by a 1% decrease in consumer order volume. Consumer order volume declined during the Valentine's Day and Mother's Day holiday periods, offset in part by growth in order volume outside of these holiday periods.

Consumer Segment Operating Income

        Consumer segment operating income increased $0.3 million, or 3%, for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, as revenue increased $1.6 million while operating expenses increased by $1.3 million. Cost of revenues increased $0.6 million primarily driven by an increase in product costs associated with the higher revenues. Sales and marketing expenses increased $0.8 million primarily due to increased costs on certain partner programs, including sympathy, which was only partially mitigated by reduced spending in other channels, including online. Consumer segment operating margin remained consistent at 11% for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014.

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        Consumer segment operating income decreased $0.3 million, or 2%, for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, as revenue increased $2.1 million while operating expenses increased by $2.4 million. Cost of revenues decreased $0.2 million as increases related to higher average order values were more than offset by decreases associated with fewer orders as well as cost favorability related to both product and shipping costs. Sales and marketing expenses increased $2.7 million primarily due to increased spending on certain partner programs including sympathy, as well as testing of other marketing programs. The consumer segment operating margin remained consistent at 10% for the six months ended June 30, 2015, compared to the six months ended June 30, 2014.

FLORIST SEGMENT

 
  Quarter Ended
June 30,
  Change   Six Months Ended
June 30,
  Change  
 
  2015   2014   $   %   2015   2014   $   %  
 
  (in thousands, except percentages and average revenues per member)
 

Segment revenues

  $ 43,165   $ 41,713   $ 1,452     3 % $ 89,169   $ 87,823   $ 1,346     2 %

Segment operating income

  $ 12,113   $ 12,078   $ 35     % $ 26,260   $ 25,246   $ 1,014     4 %

Key metrics and other financial data:

                                                 

Average revenues per member

  $ 3,456   $ 3,203   $ 253     8 % $ 7,076   $ 6,582   $ 494     8 %

Segment operating margin

    28 %   29 %               29 %   29 %            

Florist Segment Revenues

        Florist segment revenues increased $1.5 million for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. Product revenues increased $1.8 million primarily due to an increase in sales of fresh flowers. Services revenues decreased $0.3 million due to a $0.5 million decrease in subscription and other services revenues, partially offset by a $0.2 million increase in order-related revenues. Average revenues per member increased 8% to $3,456 for the quarter ended June 30, 2015, compared to $3,203 for the quarter ended June 30, 2014.

        Florist segment revenues increased $1.3 million for the six months ended June 30, 2015, compared to the six months ended June 30, 2014. Product revenues increased $1.9 million primarily due to an increase in sales of fresh flowers. Services revenues decreased $0.6 million due to a $1.3 million decrease in subscription and other services revenues, partially offset by a $0.7 million increase in order-related revenues. Average revenues per member increased 8% to $7,076 for the six months ended June 30, 2015, compared to $6,582 for the six months ended June 30, 2014.

Florist Segment Operating Income

        Florist segment operating income remained flat for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, as revenue increased $1.5 million while operating expenses increased by $1.5 million. Cost of revenues increased $1.0 million, primarily driven by the increase in product revenues. Sales and marketing expenses increased $0.5 million associated with the increase in order related revenues. The Florist segment operating margin decreased slightly to 28% for the quarter ended June 30, 2015, compared to 29% in the quarter ended June 30, 2014.

        Florist segment operating income increased $1.0 million, or 4%, for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, as the revenue increase of $1.3 million was partially offset by a $0.3 million increase in operating expenses. Cost of revenues was flat for the six months ended June 30, 2015, compared to the six months ended June 30, 2014. Sales and marketing expenses increased $0.5 million primarily due to a $1.1 million increase associated with the increase in order related revenues, which was partially offset by a $0.6 million reduction in other sales and marketing expenses and personnel-related costs. The Florist segment operating margin remained consistent at 29% for the six months ended June 30, 2015, compared to the six months ended June 30, 2014.

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INTERNATIONAL SEGMENT

 
  Quarter Ended
June 30,
  Change   Six Months Ended
June 30,
  Change  
 
  2015   2014   $   %   2015   2014   $   %  
 
  (in thousands, except percentages, average order values, and exchange rates)
 

Segment revenues (in USD)

  $ 33,906   $ 35,835   $ (1,929 )   (5 )% $ 89,162   $ 96,832   $ (7,670 )   (8 )%

Segment revenues (in GBP)

  £ 22,096   £ 21,280   £ 816     4 % £ 58,613   £ 58,078   £ 535     1 %

Segment operating income (in USD)

  $ 3,823   $ 3,533   $ 290     8 % $ 11,800   $ 11,567   $ 233     2 %

Key metrics and other financial data:

                                                 

Consumer orders

    539     535     4     1 %   1,426     1,456     (30 )   (2 )%

Average order value (in USD)

  $ 51.64   $ 55.68   $ (4.04 )   (7 )% $ 51.29   $ 55.55   $ (4.26 )   (8 )%

Average order value (in GBP)

  £ 33.66   £ 33.08   £ 0.58     2 % £ 33.73   £ 33.33   £ 0.40     1 %

Segment operating margin

    11 %   10 %               13 %   12 %            

Average currency exchange rate: GBP to USD           

    1.53     1.68                 1.52     1.67              

        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 decreased $1.9 million, or 5% (increased $1.4 million, or 4%, in constant currency), for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. The increase in revenues in constant currency was primarily due to an increase in average order value of 2%, as well as an increase in consumer orders of 1%. In addition, revenues from Interflora's florist business increased, driven by sales of wholesale products and increases in member fee revenues.

        International segment revenues decreased $7.7 million, or 8% (increased $0.9 million, or 1%, in constant currency), for the six months ended June 30, 2015, compared to the six months ended June 30, 2014. The increase in revenues in constant currency was primarily due to an increase in average order value of 1%, in addition to increased revenues from Interflora's florist business driven by sales of wholesale products and increases in member fee revenues. These increases were partially offset by a 2% decrease in consumer order volume, primarily related to declines in the Valentine's Day and U.K. Mother's Day holiday periods, offset in part by growth in order volume outside of these holiday periods.

International Segment Operating Income

        International segment operating income increased $0.3 million, or 8% ($0.7 million, or 19%, in constant currency), for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. Revenue decreases of $1.9 million (increase of $1.4 million in constant currency) were offset by a decrease in operating expenses of $2.2 million ($0.7 million increase in constant currency). Cost of revenues decreased $1.8 million (increased $0.4 million in constant currency) primarily driven by an increase in consumer orders and wholesale revenues. Sales and marketing expenses decreased $0.4 million (flat in constant currency) due to the closure of the U.K. garden center concession stands in the prior year and reduced online and other marketing spend, offset by increased brand marketing spend. International segment operating margin increased to 11% for the quarter ended June 30, 2015, compared to 10% for the quarter ended June 30, 2014.

        International segment operating income increased $0.2 million, or 2% (increased $1.4 million, or 12%, in constant currency), for the six months ended June 30, 2015, compared to the six months ended June 30, 2014. Revenue decreases of $7.7 million (increase of $0.9 million in constant currency) were offset by a decrease in operating expenses of $7.9 million ($0.5 million in constant currency). Cost of

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revenues decreased $6.0 million (flat in constant currency) primarily driven by a favorable change in foreign currency exchange rates. In constant currency, the decrease in cost of revenues related to decreases in consumer order revenue was offset by increases in costs associated with wholesale revenues. Sales and marketing expenses decreased $1.7 million ($0.7 million in constant currency) related to lower consumer order volume and closure of the U.K. garden center concession stands, partially offset by investments related to improving customer service metrics. International segment operating margin increased to 13% for the six months ended June 30, 2015, compared to 12% for the six months ended June 30, 2014.

PROVIDE COMMERCE SEGMENT

        The results of operations for Provide Commerce for the quarter and six months ended June 30, 2014 are set forth below and were derived from the unaudited pre-Acquisition results of operations of Provide Commerce. These unaudited pre-Acquisition results of operations of Provide Commerce have been included herein for informational purposes only and do not purport to be indicative of the results of future operations of the Provide Commerce segment or the results that would have actually been attained had the Acquisition been completed on or prior to January 1, 2014.

 
  Quarter Ended June 30,    
   
  Six Months Ended June 30,    
   
 
 
   
  2014   Change    
  2014   Change  
 
  2015   (Pre-Acquisition)   $   %   2015   (Pre-Acquisition)   $   %  
 
  (in thousands, except percentages and average order values)
 

Segment revenues

  $ 196,548   $ 222,790   $ (26,242 )   (12 )% $ 379,784   $ 414,579   $ (34,795 )   (8 )%

Segment operating income

  $ 26,074   $ 13,976   $ 12,098     87 % $ 34,986   $ 24,421   $ 10,565     43 %

Key metrics and other financial data:

                                                 

Consumer orders

    4,023     4,637     (614 )   (13 )%   7,603     8,441     (838 )   (10 )%

Average order value

  $ 48.63   $ 47.68   $ 0.95     2 % $ 49.64   $ 48.73   $ 0.91     2 %

Segment operating margin

    13 %   6 %               9 %   6 %            

Provide Commerce Segment Revenues

        Provide Commerce segment revenues decreased $26.2 million, or 12%, for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, primarily driven by a 13% decrease in consumer order volume partially offset by a 2% increase in average order value. The revenue decline primarily resulted from the ProFlowers business, which represented $24.3 million of the total decline. The Gourmet Foods business reported a modest decline during the Mother's Day holiday period with growth outside of that holiday period. The Personal Creations business reported growth in the quarter.

        Provide Commerce segment revenues decreased $34.8 million, or 8%, for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, primarily driven by a 10% decrease in consumer order volume partially offset by a 2% increase in average order value. The revenue decline primarily resulted from the ProFlowers business, which represented $37.0 million of the total decline. Revenue in the Gourmet Foods business was consistent with the prior year and the Personal Creations business reported strong growth.

Provide Commerce Segment Operating Income

        Provide Commerce segment operating income increased $12.1 million, or 87%, for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, primarily due to a $38.3 million decrease in operating expenses. The decrease in operating expenses was due primarily to reductions in product and shipping costs associated with the lower order volume, as well as planned reductions in marketing expenditures and personnel-related costs, during the quarter ended June 30, 2015. Provide Commerce segment operating margin increased to 13% for the quarter ended June 30, 2015, compared to 6% for the quarter ended June 30, 2014.

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        Provide Commerce segment operating income increased $10.6 million, or 43%, for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, primarily due to a $45.4 million decrease in operating expenses. The decrease in operating expenses was due primarily to reductions in product and shipping costs associated with the lower order volume, as well as planned reductions in marketing expenditures and personnel-related costs, during the six months ended June 30, 2015. Provide Commerce segment operating margin increased to 9% for the six months ended June 30, 2015, compared to 6% for the six months ended June 30, 2014.

UNALLOCATED EXPENSES

 
  Quarter Ended
June 30,
  Change   Six Months Ended
June 30,
  Change  
 
  2015   2014   $   %   2015   2014   $   %  
 
  (in thousands, except percentages)
 

Unallocated expenses

  $ 11,543   $ 7,999   $ 3,544     44 % $ 25,054   $ 14,838   $ 10,216     69 %

        Unallocated expenses include various corporate costs, such as corporate finance, legal, and human resources costs. In addition, unallocated expenses include stock-based compensation for all eligible Company employees, restructuring and other exit costs, transaction and integration-related costs, and litigation and dispute settlement charges or gains.

        Unallocated expenses increased $3.5 million for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014. The increase in unallocated expenses was primarily due to an inc