Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2017	Nov. 03, 2017
Document and Entity Information
Entity Registrant Name	FTD Companies, Inc.
Entity Central Index Key	0001575360
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	true
Amendment Description	Amended for a calculation error in the determination for goodwill impairment
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		27,546,854
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Sep. 30, 2017

^[2]

Dec. 31, 2016

Current assets:

Cash and cash equivalents

$ 27,845

^[1]

$ 81,002

Accounts receivable, net of allowances of $4,675 and $4,962 as of September 30, 2017 and December 31, 2016, respectively

24,528

26,659

Inventories

30,827

24,996

Prepaid expenses and other current assets

10,959

13,697

Total current assets

94,159

146,354

Property and equipment, net

42,582

57,559

Intangible assets, net

234,889

272,798

Goodwill

403,131

463,465

Other assets

21,387

22,138

Total assets

796,148

962,314

Current liabilities:

Accounts payable

39,602

70,254

Accrued liabilities

45,309

68,274

Accrued compensation

12,988

19,165

Deferred revenue

5,776

4,911

Income taxes payable

726

2,005

Current portion of long-term debt

20,000

Total current liabilities

124,401

184,609

Long-term debt

232,326

256,306

Deferred tax liabilities, net

69,275

85,932

Other liabilities

6,527

7,740

Total liabilities

432,529

534,587

Commitments and contingencies (Note 14)

Stockholders’ equity:

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

Common stock, 60,000,000 shares, par value $0.0001, authorized; 29,977,751 and 29,731,189 shares issued as of September 30, 2017 and December 31, 2016, respectively

Treasury stock, 2,430,897 shares as of September 30, 2017 and December 31, 2016

(65,221)

Additional paid-in capital

702,053

694,773

Accumulated deficit

(230,771)

(150,191)

Accumulated other comprehensive loss

(42,445)

(51,637)

Total stockholders’ equity

^[3]

363,619

427,727

Total liabilities and stockholders’ equity

$ 796,148

$ 962,314

[1]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[2]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[3]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands

Sep. 30, 2017

^[1]

Dec. 31, 2016

Statement of Financial Position [Abstract]

Accounts receivable, allowance for doubtful accounts (in dollars)

$ 4,675

$ 4,962

Preferred stock, shares authorized

5,000,000

Preferred stock, par value (in dollars per share)

$ 0.0001

Preferred stock, shares issued

Preferred stock, shares outstanding

Common stock, shares authorized

60,000,000

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, shares issued

29,977,751

29,731,189

Treasury stock, shares issued

2,430,897

[1]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2017

^[1]

Sep. 30, 2016

Sep. 30, 2017

^[1]

Sep. 30, 2016

Revenues:

Products

$ 131,361

$ 142,451

$ 705,553

$ 737,991

Services

29,943

30,428

100,390

103,341

Total revenues

161,304

172,879

805,943

841,332

Operating expenses:

Cost of revenues—products

98,895

103,653

489,704

517,811

Cost of revenues—services

4,280

4,405

13,024

13,757

Sales and marketing

36,450

35,012

181,570

168,885

General and administrative

27,656

25,980

83,450

84,113

Amortization of intangible assets

3,820

15,240

11,459

45,873

Restructuring and other exit costs

1,113

612

2,057

2,230

Impairment of goodwill, intangible assets, and other long-lived assets

105,735

^[2]

Total operating expenses

277,949

184,902

886,999

832,669

Operating income/(loss)

(116,645)

(12,023)

(81,056)

8,663

Interest income

122

135

359

410

Interest expense

(2,721)

(2,429)

(7,671)

(7,273)

Other income/(expense), net

126

(9)

324

1,804

Income/(loss) before income taxes

(119,118)

(14,326)

(88,044)

3,604

Provision for/(benefit from) income taxes

(19,799)

(4,057)

(7,464)

347

Net income/(loss)

$ (99,319)

^[3]

$ (10,269)

$ (80,580)

^[2],[3],[4]

$ 3,257

Earnings/(loss) per common share:

Basic earnings/(loss) per share (in dollars per share)

$ (3.61)

$ (0.37)

$ (2.93)

$ 0.12

Diluted earning/(loss) per share (in dollars per share)

$ (3.61)

$ (0.37)

$ (2.93)

$ 0.12

[1]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[2]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[3]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[4]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2017

^[1]

Sep. 30, 2016

Sep. 30, 2017

^[1]

Sep. 30, 2016

Statement of Comprehensive Income [Abstract]

Net income/(loss)

$ (99,319)

^[2]

$ (10,269)

$ (80,580)

^[2],[3],[4]

$ 3,257

Other comprehensive income/(loss):

Foreign currency translation

3,089

(2,633)

8,935

(13,151)

Cash flow hedges:

Changes in net gains on derivatives, net of tax of $55 and $54 for the three months ended September 30, 2017 and 2016, respectively, and $162 and $147 for the nine months ended September 30, 2017 and 2016, respectively

257

236

Other comprehensive income/(loss)

3,174

(2,547)

9,192

^[4]

(12,915)

Total comprehensive loss

$ (96,145)

$ (12,816)

$ (71,388)

$ (9,658)

[1]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[2]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[3]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[4]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Statement of Comprehensive Income [Abstract]

Changes in net gains on cash flow hedge derivatives, tax

$ 55

^[1]

$ 54

$ 162

^[1]

$ 147

[1]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2017 - USD ($)
shares in Thousands, $ in Thousands

Total

Common Stock

Treasury Stock

Additional Paid-In Capital

Accumulated Other Comprehensive Loss

Accumulated Deficit

Balance at the beginning of the period at Dec. 31, 2016

$ 427,727

^[1]

$ 3

$ (65,221)

$ 694,773

$ (51,637)

$ (150,191)

^[1]

Balance at the beginning of the period (in shares) at Dec. 31, 2016

29,731

(2,431)

Increase (Decrease) in Equity

Net loss

^[1]

(80,580)

^[2],[3],[4]

(80,580)

Other comprehensive income

9,192

^[1],[2]

9,192

Stock-based compensation

8,221

^[1]

8,221

Vesting of restricted stock units and related repurchases of common stock

(1,983)

^[1]

(1,983)

Vesting of restricted stock units and related repurchases of common stock (in shares)

186

Issuance of common stock through employee stock purchase plan

1,042

^[1]

1,042

Issuance of common stock through employee stock purchase plan (in shares)

Balance at the end of the period at Sep. 30, 2017

$ 363,619

^[1],[5]

$ 3

$ (65,221)

$ 702,053

$ (42,445)

$ (230,771)

^[1]

Balance at the end of the period (in shares) at Sep. 30, 2017

29,978

(2,431)

[1]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[2]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[3]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[4]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[5]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2017

Sep. 30, 2016

Cash flows from operating activities:

Net income/(loss)

$ (80,580)

^{[1],[2],[3],[4]}

$ 3,257

Adjustments to reconcile net income/(loss) to net cash used for operating activities:

Depreciation and amortization

27,778

^[3]

63,502

Impairment of goodwill, intangible assets, and other long-lived assets

105,735

^[2],[3]

Stock-based compensation

8,221

^[3]

10,803

Provision for doubtful accounts receivable

1,515

^[3]

2,936

Amortization of debt issuance costs

1,020

^[3]

1,020

Impairment of Long-Lived Assets Held-for-use

^[3]

398

Deferred taxes, net

(17,314)

^[3]

(14,519)

Gains on life insurance

^[3]

(1,583)

Other, net

(95)

^[3]

Changes in operating assets and liabilities:

Accounts receivable, net

923

^[3]

(1,791)

Inventories

(5,770)

^[3]

(2,025)

Prepaid expenses and other assets

4,139

^[3]

5,623

Accounts payable and accrued liabilities

(62,235)

^[3]

(71,932)

Deferred revenue

750

^[3]

1,037

Income taxes receivable or payable

(1,033)

^[3]

1,882

Other liabilities

(1,198)

^[3]

(2,284)

Net cash used for operating activities

(18,144)

^[3]

(3,600)

Cash flows from investing activities:

Purchases of property and equipment

(10,677)

^[3]

(12,018)

Proceeds from life insurance

^[3]

1,946

Net cash used for investing activities

(10,677)

^[3]

(10,072)

Cash flows from financing activities:

Proceeds from long-term debt

90,000

^[3]

Payments on long-term debt

(115,000)

^[3]

(15,000)

Exercise of stock options and purchases from employee stock plans

1,042

^[3]

1,304

Repurchases of common stock withheld for taxes

(1,983)

^[3]

(1,645)

Repurchases of common stock

^[3]

(12,035)

Net cash used for financing activities

(25,941)

^[3]

(27,376)

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

1,605

^[3]

(652)

Change in cash and cash equivalents

(53,157)

^[3]

(41,700)

Cash and cash equivalents, beginning of period

81,002

57,892

Cash and cash equivalents, end of period

$ 27,845

^[3],[5]

$ 16,192

[1]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[2]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[3]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[4]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”
[5]	(1) See Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements”

DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS	DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS Description of Business FTD Companies, Inc. (together with its subsidiaries, “FTD” or the “Company”), is 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^® and Interflora^® brands, both supported by the iconic Mercury Man^® logo. While we operate primarily in the United States (“U.S.”) and the United Kingdom (“U.K.”), we have worldwide presence as our Mercury Man logo is displayed in approximately 35,000 floral shops in over 125 countries. Our diversified portfolio of brands also includes ProFlowers^®, ProPlants^®, Shari’s Berries^®, Personal Creations^®, RedEnvelope^®, Flying Flowers^®, Ink Cards^™, Postagram^™, and Gifts.com^™. While floral arrangements and plants are our primary offerings, we also market and sell gift items, including gourmet-dipped berries and other specialty foods, personalized gifts, premium fresh fruit baskets, gift baskets, wine and champagne, jewelry, and spa products. The principal operating subsidiaries of FTD Companies, Inc. are Florists’ Transworld Delivery, Inc., Provide Commerce, Inc. (“Provide Commerce”), FTD.COM Inc. (“FTD.COM”), and Interflora British Unit (“Interflora”). The operations of the Company include those of its subsidiary, Interflora, Inc., of which one-third is owned by a third party. The Company’s corporate headquarters is located in Downers Grove, Illinois. The Company also maintains offices in San Diego and San Francisco, California; Woodridge, Illinois; Centerbrook, Connecticut; Sleaford, England; and Hyderabad, India; and distribution centers in various locations throughout the U.S. Basis of Presentation These condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), including those for interim financial information, and with the instructions for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X issued by the 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 as of December 31, 2016 was derived from the Company’s audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2016, but does not include all of the disclosures required by GAAP. The condensed consolidated financial statements reflect the Company’s historical financial position, results of operations, and cash flows. 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, and legal contingencies. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2016. 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, 2016 for a discussion of the Company’s accounting policies, as updated below for recently adopted accounting standards. Recent Accounting Pronouncements Recently Adopted Accounting Standards In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, Inventory—Simplifying the Measurement of Inventory (Topic 330), which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. This ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted the guidance in the first quarter of 2017 on a prospective basis, as required, with no impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718). The amendments in this ASU simplify several aspects of the accounting for stock-based compensation, including the income tax consequences, the accounting for forfeitures, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The Company adopted the guidance related to the income tax expense requirements in the first quarter of 2017 on a prospective basis. As a result, the Company recognized all excess tax benefits and tax deficiencies as income tax expense or benefit as a discrete event resulting in recognition of incremental income tax expense of $0.1 million during the three months ended September 30, 2017 and $1.5 million during the nine months ended September 30, 2017. The Company adopted the provisions related to the classification on the statement of cash flows on a retrospective basis and prior periods have been adjusted to present the excess tax benefits/shortfalls as part of cash flows from operating activities. The result was a decrease in cash flows from operating activities and a corresponding increase in cash flows from financing activities of $0.1 million and $1.5 million, respectively, for the three and nine months ended September 30, 2017, and a decrease in cash flows from operating activities and a corresponding increase in cash flows from financing activities of $0.7 million and $0.4 million, respectively, for the three and nine months ended September 30, 2016. The Company elected not to change its policy on accounting for forfeitures and will continue to recognize expense based on an estimated forfeiture rate. In future periods, the adoption of this update could increase or reduce the Company’s reported income tax expense or benefit and cash flows from operating activities depending on the difference between the future price of the Company’s common stock at vesting or exercise as compared to the grant price. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, an entity will recognize an impairment charge for the amount by which the carrying value of a reporting unit exceeds its fair value. This standard was scheduled to be effective for the Company for the fiscal year beginning January 1, 2020 and for interim periods within that fiscal year. Early adoption is permitted for any goodwill impairment test performed on testing dates after January 1, 2017. As the amendments within this ASU are meant to reduce the complexity surrounding the evaluation of the Company’s goodwill for impairment, the Company elected to early adopt this ASU beginning January 1, 2017. The amendments in this ASU have been and will continue to be applied to the Company’s goodwill impairment tests performed on an interim or annual basis, including the interim test which was performed as a result of a decline in the Company’s market capitalization during the third quarter of 2017. See Note 5—“Goodwill, Intangible Assets, and Other Long-Lived Assets.” Recently Issued Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20, respectively (collectively, “Topic 606”). Topic 606 supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. In addition, new and enhanced disclosures will be required. The guidance under this topic was deferred by ASU 2015-14 and is now effective for fiscal years and interim periods beginning on or after December 15, 2017, with early adoption permitted as of the original effective date for periods beginning after December 15, 2016. The Company will adopt Topic 606 in the first quarter of 2018. The Company has reached conclusions on key accounting assessments related to the adoption of Topic 606. However, the Company is finalizing its assessment and expects the impact to be immaterial to our consolidated financial statements on an ongoing basis. The Company expects to adopt Topic 606 on a modified retrospective basis with the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of retained earnings, if any adjustment is necessary. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). The updated guidance enhances the reporting model for financial instruments, and includes amendments to address aspects of recognition, measurement, presentation and disclosure. 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. The amendments must be applied prospectively and, although early adoption is permitted for certain measurement enhancements within this amendment, early adoption is not permitted for other aspects updated in this amendment. The Company does not anticipate that the adoption of this update will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This update requires the recognition of certain lease assets and lease liabilities on the balance sheet as well as the disclosure of key information about leasing arrangements. The amendments in this ASU require the recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients which may be elected by the Company. The amendments in this ASU will be effective for the Company for fiscal years, and the interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company is currently assessing the impact of this update on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). This update seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the incurred loss impairment methodology in current GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which guidance is effective, which is a modified-retrospective approach. The Company does not anticipate that this update will have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update was issued to address the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The amendments should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. The Company does not anticipate that the adoption of this update will have a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. This update was issued to provide clarity and reduce diversity in practice as well as cost and complexity when applying the guidance in Topic 718 to the modification of terms or conditions of a share-based payment award. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards would require an entity to apply modification accounting under Topic 718. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The amendments will be applied prospectively. The Company does not anticipate that this update will have a material impact on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This update seeks to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The amendments in this update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. For cash flow and net investment hedges as of the adoption date, this ASU requires a modified retrospective approach. The amended presentation and disclosure guidance is required only prospectively. The amendments in this ASU are effective for the Company’s fiscal year beginning after December 31, 2018, with early adoption permitted. The Company is currently assessing the timing of adoption and the impact of this update on its consolidated financial statements.

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

SEGMENT INFORMATION

The Company reports its business in four reportable segments: Provide Commerce, Consumer, Florist, and International.

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Products revenues:
Provide Commerce	$	54,633		$	57,112		$	390,192		$	390,751
Consumer	43,631			51,260			196,547			220,743
Florist	8,630			10,328			37,612			38,417
International	27,497			27,142			93,385			101,809
Segment products revenues	134,391			145,842			717,736			751,720
Services revenues:
Florist	26,035			26,277			87,649			88,538
International	3,980			4,222			13,031			15,037
Segment services revenues	30,015			30,499			100,680			103,575
Intersegment eliminations	(3,102		)	(3,462		)	(12,473		)	(13,963		)
Consolidated revenues	$	161,304		$	172,879		$	805,943		$	841,332

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):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Intersegment revenues:
Provide Commerce	$	(355	)	$	(440	)	$	(1,336	)	$	(1,707	)
Consumer	(2,675		)	(2,951		)	(10,847		)	(12,022		)
Florist	(72		)	(71		)	(290		)	(234		)
Total intersegment revenues	$	(3,102	)	$	(3,462	)	$	(12,473	)	$	(13,963	)

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
U.S.	$	129,827	$	141,515	$	699,527	$	724,486
U.K.	31,477		31,364		106,416		116,846
Consolidated revenues	$	161,304	$	172,879	$	805,943	$	841,332

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Segment operating income/(loss)^(a)
Provide Commerce	$	(6,304	)	$	(1,847	)	$	21,686		$	27,406
Consumer	3,225			5,019			15,460			22,326
Florist	9,552			11,362			35,757			36,722
International	3,384			3,845			11,982			15,225
Total segment operating income	9,857			18,379			84,885			101,679
Unallocated expenses^(b)	(11,573		)	(9,416		)	(32,428		)	(29,514		)
Impairment of goodwill, intangible assets, and other long-lived assets	(105,735		)	—			(105,735		)	—
Depreciation expense and amortization of intangible assets	(9,194		)	(20,986		)	(27,778		)	(63,502		)
Operating income/(loss)	(116,645		)	(12,023		)	(81,056		)	8,663
Interest expense, net	(2,599		)	(2,294		)	(7,312		)	(6,863		)
Other income/(expense), net	126			(9		)	324			1,804
Income/(loss) before income taxes	$	(119,118	)	$	(14,326	)	$	(88,044	)	$	3,604

(a)

Segment operating income/(loss) is operating income/(loss) excluding depreciation, amortization, litigation and dispute settlement charges and gains, transaction and integration costs, restructuring and other exit costs, and impairment of goodwill, intangible assets, and other long-lived assets. In addition, stock-based and incentive compensation and general corporate expenses are not allocated to the segments. Segment operating income is prior to intersegment eliminations and excludes other income/(expense), net.


(b)	Unallocated expenses include various corporate costs, such as executive management, corporate finance, and legal costs. In addition, unallocated expenses include stock-based and incentive compensation, restructuring and other exit costs, transaction and integration costs, and litigation and dispute settlement charges and gains.

FINANCING RECEIVABLES

9 Months Ended

Sep. 30, 2017

Balance Sheet Related Disclosures [Abstract]

FINANCING RECEIVABLES

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

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



	September 30, 2017		December 31, 2016
Current	$	10,784	$	11,490
Past due	869		865
Total	$	11,653	$	12,355

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



	September 30, 2017		December 31, 2016
Current	$	10,784	$	11,490
Past due:
1 - 150 days past due	182		120
151 - 364 days past due	181		129
365 - 730 days past due	187		230
731 or more days past due	319		386
Total	$	11,653	$	12,355

Financing receivables on nonaccrual status as of September 30, 2017 and December 31, 2016, totaled $0.9 million and $1.0 million, respectively.

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



	Nine Months Ended September 30,
	2017			2016
Allowance for credit losses:
Balance as of January 1	$	846		$	706
Provision	280			131
Write-offs charged against allowance	(276		)	(66		)
Balance as of September 30	$	850		$	771
Ending balance collectively evaluated for impairment	$	806		$	767
Ending balance individually evaluated for impairment	$	44		$	4
Recorded investments in financing receivables:
Balance collectively evaluated for impairment	$	943		$	861
Balance individually evaluated for impairment	$	10,710		$	11,571

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 as of both September 30, 2017 and December 31, 2016. The average recorded investment in such loans was less than $0.1 million for both the nine months ended September 30, 2017 and 2016. Interest income recognized on impaired loans was less than $0.1 million for both the nine months ended September 30, 2017 and 2016.

TRANSACTIONS WITH RELATED PARTIES	9 Months Ended
TRANSACTIONS WITH RELATED PARTIES	Sep. 30, 2017
Related Party Transactions [Abstract]
TRANSACTIONS WITH RELATED PARTIES	TRANSACTIONS WITH RELATED PARTIES Transactions with Liberty As of September 30, 2017, Liberty Interactive Corporation (“Liberty”) owned 37.0% of the issued and outstanding shares of FTD common stock. An Investor Rights Agreement governs certain rights of and restrictions on Liberty in connection with the shares of FTD common stock that Liberty owns. On April 4, 2017, Liberty and General Communication, Inc. (“GCI”) announced Liberty’s entry into an agreement to acquire GCI, combine GCI with Liberty’s Liberty Ventures tracking stock group and effect a split-off (the “Split-Off”) of Liberty’s interest in the combined company (“GCI Liberty”). In connection with these proposed transactions, Liberty currently intends to transfer its entire equity interest in the Company, and all of its rights, benefits and obligations under the Investor Rights Agreement, to GCI. On August 28, 2017, Liberty, the Company, GCI, Liberty Interactive LLC and Ventures Holdco, LLC, entered into an assignment and assumption agreement pursuant to which, subject to the completion of the Split-Off and certain other conditions, Liberty will assign, and GCI Liberty will assume, Liberty’s rights, benefits and obligations under the Investor Rights Agreement. Following the consummation of such transactions, GCI Liberty will be entitled to all of Liberty’s rights, benefits and obligations under the Investor Rights Agreement. The I.S. Group Limited Interflora holds an equity investment of 20.4% in The I.S. Group Limited (“I.S. Group”). The investment was $1.5 million and $1.4 million, respectively, as of September 30, 2017 and December 31, 2016, and is included in other assets in the condensed consolidated balance sheets. 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. Revenues related to products sold to and commissions earned from I.S. Group were $0.5 million and $0.5 million for the three months ended September 30, 2017 and 2016, respectively, and $1.6 million and $1.8 million for the nine months ended September 30, 2017 and 2016, 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 $0.1 million and $0.1 million for the three months ended September 30, 2017 and 2016, respectively, and $0.2 million and $0.4 million for the nine months ended September 30, 2017 and 2016, respectively. Amounts due from I.S. Group were $0.2 million and $0.3 million as of September 30, 2017 and December 31, 2016, respectively, and amounts payable to I.S. Group were $0.8 million and $1.2 million as of September 30, 2017 and December 31, 2016, respectively.

GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS

9 Months Ended

Sep. 30, 2017

Goodwill Tangible and Intangible Assets Disclosure [Abstract]

GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS

Goodwill is tested for impairment at the reporting unit level. A reporting unit is a business or a group of businesses for which discrete financial information is available and is regularly reviewed by management. An operating segment is made up of one or more reporting units. The Company reports its business operations in four operating and reportable segments: Consumer, Provide Commerce, Florist, and International. Each of the Consumer, Florist, and International segments is a reporting unit. The Provide Commerce segment is comprised of two reporting units, ProFlowers/Gourmet Foods and Personal Creations.

The Company tests goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year at the reporting unit level and on an interim basis if events or substantive changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value (i.e. that a triggering event has occurred). Additionally, the Company evaluates finite-lived intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset groupings may not be recoverable.

Due to a sustained decline in the Company’s market capitalization during the three months ended September 30, 2017, the Company determined a triggering event had occurred that required an interim impairment assessment for all of its reporting units, intangible assets, and other long-lived assets. Impairment charges are included in operating expenses in the condensed consolidated statement of operations under the caption impairment of goodwill, intangible assets, and other long-lived assets.

Goodwill

The Company performed a quantitative interim test. In calculating the fair value of the reporting units, the Company used a combination of the market approach and the income approach valuation methodologies. The income approach was used primarily, as management believes that a discounted cash flow approach is the most reliable indicator of the fair values of the businesses. Under the market approach, the guideline company method was used, which focuses on comparing the Company’s risk profile and growth prospects to select reasonably similar companies based on business description, revenue size, markets served, and profitability.

The interim test resulted in the Company’s determination that the fair values of the Florist, International, and Personal Creations reporting units exceeded their carrying values and, therefore, their goodwill was not impaired. The fair values of the Consumer and ProFlowers/Gourmet Foods reporting units were less than their carrying values and, as such, their goodwill was deemed to be impaired. Impairment charges of $38.0 million and $28.6 million, respectively, were recorded during the three months ended September 30, 2017 related to the goodwill of the Consumer and ProFlowers/Gourmet Foods reporting units. These goodwill impairment charges are not deductible for tax purposes. The remaining goodwill balances for the Consumer, Florist, and International reporting units are included in the table below. The remaining goodwill balance for the ProFlowers/Gourmet Foods reporting unit is $92.6 million as of September 30, 2017.

The changes in the net carrying amount of goodwill for the nine months ended September 30, 2017 were as follows (in thousands):



	Provide Commerce			Consumer			Florist		International		Total
Goodwill as of December 31, 2016	$	147,501		$	133,226		$	109,651	$	73,087	$	463,465
Foreign currency translation	—			—			—		6,266		6,266
Impairment of Goodwill	(28,600		)	(38,000		)	—		—		(66,600		)
Goodwill as of September 30, 2017	$	118,901		$	95,226		$	109,651	$	79,353	$	403,131

In 2016, 2015, and 2008, the Company recorded impairment charges of $84.0 million, $85.0 million, and $116.3 million, respectively. The table above reflects the Company’s December 31, 2016 goodwill balances net of the previously recorded impairment charges. The total accumulated goodwill impairment was $351.9 million as of September 30, 2017.

Intangible Assets

In conjunction with the interim goodwill impairment test, the Company also reviewed its intangible assets for potential impairment. The interim impairment test for the indefinite-lived intangibles was performed by calculating the fair values of the assets using a discounted cash flow approach and comparing the fair value to their respective carrying amounts. This test resulted in the determination that the fair value of the indefinite-lived intangible asset related to the International segment trademark and trade name exceeded its carrying amount of $37.4 million by 7.8% and, therefore, was not impaired. The Consumer and Florist segments share a trademark and trade name and, therefore, share the related indefinite-lived asset. The fair value of this indefinite-lived intangible asset was less than its carrying value and, accordingly, a pre-tax impairment charge of $13.1 million was recorded in the three months ended September 30, 2017. The asset has a total remaining value of $100.0 million as of September 30, 2017. An impairment evaluation of the finite-lived intangible assets was also performed which indicated that the carrying amount of the complete technology intangible asset related to the acquisition of Provide Commerce was not recoverable when compared to the expected undiscounted future cash flows. As such, a pre-tax impairment charge of $16.3 million was recorded during the three months ended September 30, 2017 related to the Provide Commerce segment, leaving no remaining balance related to the complete technology intangible asset.

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



	September 30, 2017							December 31, 2016
	Gross Value (a)		Accumulated Amortization			Net		Gross Value		Accumulated Amortization			Net
Complete technology	$	60,596	$	(60,596	)	$	—	$	76,486	$	(54,705	)	$	21,781
Customer contracts and relationships	193,519		(193,519		)	—		192,183		(192,183		)	—
Trademarks and trade names:
Finite-lived	120,356		(22,864		)	97,492		120,290		(16,817		)	103,473
Indefinite-lived (b)	137,397		—			137,397		147,544		—			147,544
Total	$	511,868	$	(276,979	)	$	234,889	$	536,503	$	(263,705	)	$	272,798


(a)	Gross value as of September 30, 2017 includes the impairments recorded during the three months ended September 30, 2017 of $16.3 million related to complete technology and $13.1 million related to indefinite-lived trademarks and trade names.


(b)	As indefinite-lived assets are not amortized, the indefinite-lived trademarks and trade names have no associated amortization expense or accumulated amortization.

As of September 30, 2017, estimated future intangible assets amortization expense for each of the next five years and thereafter was as follows (in thousands):



For the Year Ended	Future Amortization Expense
2017 (remainder of the year)	$	2,005
2018	8,020
2019	8,020
2020	8,012
2021	8,008
Thereafter	63,427
Total	$	97,492

Other Long-Lived Assets

Also in conjunction with the interim goodwill impairment test, the Company performed an impairment evaluation of its other long-lived assets by comparing the expected undiscounted future cash flows to the carrying amounts of the assets. The result of this evaluation was that the carrying amounts of some property and equipment associated with the Provide Commerce segment were not recoverable. Based on the Company’s assessment of the fair value of this asset group using a discounted cash flow analysis, the Company determined that the carrying value of this asset group exceeded the fair value and, as a result, a $9.7 million pre-tax impairment charge was recorded during the three months ended September 30, 2017.

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



	September 30, 2017 (a)			December 31, 2016
Land and improvements	$	1,581		$	1,565
Buildings and improvements	16,319			16,080
Leasehold improvements	13,453			16,290
Equipment	16,493			14,771
Computer equipment	25,868			26,633
Computer software	62,721			61,332
Furniture and fixtures	3,861			3,310
	140,296			139,981
Accumulated depreciation	(97,714		)	(82,422		)
Total	$	42,582		$	57,559


(a)	The impairment charges of $9.7 million recorded during the three months ended September 30, 2017 are reflected as reductions in the gross balances as of September 30, 2017.

Depreciation expense, including the amortization of leasehold improvements, was $5.4 million and $5.7 million for the three months ended September 30, 2017 and 2016, respectively, and $16.3 million and $17.6 million for the nine months ended September 30, 2017 and 2016, respectively.

FINANCING ARRANGEMENTS

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

FINANCING ARRANGEMENTS

Credit Agreement

On September 19, 2014, FTD Companies, Inc. entered into a credit agreement (the “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 for the lenders. The Credit Agreement provided for a term loan in an aggregate principal amount of $200 million, the proceeds of which were used to repay a portion of outstanding revolving loans, and also provided for a $350 million revolving credit facility. On December 31, 2014, the Company borrowed $120 million under the revolving credit facility to fund the cash portion of the acquisition purchase price of Provide Commerce.

The obligations under the 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 Credit Agreement are secured by a lien on substantially all of the assets of the U.S. Loan Parties, including a pledge of all of the outstanding capital stock of certain direct subsidiaries of the U.S. Loan Parties (except with respect to foreign subsidiaries and certain domestic subsidiaries whose assets consist primarily of foreign subsidiary equity interests, in which case such pledge is limited to 66% of the outstanding capital stock).

The interest rates applicable to borrowings under the 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. As of September 30, 2017, the base rate margin was 0.75% per annum and the LIBOR margin was 1.75% per annum. In addition, the Company pays a commitment fee ranging from 0.20% per annum to 0.40% per annum on the unused portion of the revolving credit facility. The stated interest rates (based on LIBOR) as of September 30, 2017 under the term loan and the revolving credit facility were 3.08% and 2.99%, respectively. The effective interest rates as of September 30, 2017 under the term loan and the revolving credit facility were 4.08% and

3.61%, respectively. The effective interest rates include the amortization of both the debt issuance costs and the effective portion of the interest rate swap and commitment fees. The commitment fee rate as of September 30, 2017 was 0.25%. The 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, asset sales, and the Company’s ability to incur additional debt and additional liens.

The term loan is subject to amortization payments of $5.0 million per quarter and customary mandatory prepayments under certain conditions. The outstanding balance of the term loan and all amounts outstanding under the revolving credit facility are due upon maturity in September 2019. As of September 30, 2017, the future minimum principal payments through the maturity date of the Credit Agreement were as follows (in thousands):



For the Year Ended	Future Minimum Principal Payments
2017 (remainder of the year)	$	5,000
2018	20,000
2019	230,000
Total	$	255,000

At September 30, 2017, the remaining borrowing capacity under the Credit Agreement, which was reduced by $2.0 million in outstanding letters of credit, was $238.0 million, subject to certain limitations under covenants contained in the Credit Agreement. After giving effect to the net leverage ratio contained in the Credit Agreement, approximately $74 million was available for additional borrowing as of September 30, 2017 based on 3.25 times the total of Adjusted EBITDA (as defined in the Credit Agreement) for the last twelve months.

The changes in the Company’s debt balances for the nine months ended September 30, 2017 were as follows (in thousands):



	December 31, 2016			Draw Down of Debt		Repayments of Debt			September 30, 2017
Credit Agreement:
Revolving Credit Facility	$	120,000		$	90,000	$	(100,000	)	$	110,000
Term Loan	160,000			—		(15,000		)	145,000
Total Principal Outstanding	280,000			$	90,000	$	(115,000	)	255,000
Debt Issuance Costs	(3,694		)						(2,674		)
Total Debt, Net of Debt Issuance Costs	$	276,306							$	252,326

DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS

In March 2012, the Company purchased, for $1.9 million, 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 Credit Agreement. The gains or losses on the instruments are reported in other comprehensive income/(loss) 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 as of September 30, 2017 and December 31, 2016 were as follows (in thousands):



		Estimated Fair Value of Derivative Instruments				Notional Value of Derivative Instruments
	Balance Sheet Location	September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016
Derivative Assets:
Interest rate caps	Other assets	$	—	$	1	$	130,000	$	130,000

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017			2016
Derivatives Designated as Cash Flow Hedging Instruments:
Interest rate caps	$	—	$	—	$	(1	)	$	(34	)

The effective portion, before tax effect, of the Company’s interest rate caps designated as cash flow hedging instruments was $0.4 million and $0.8 million as of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017, the remaining effective portion of $0.4 million was expected to be reclassified from accumulated other comprehensive income/(loss) to interest expense in the condensed consolidated statements of operations within the next twelve months. During each of the three months ended September 30, 2017 and 2016, $0.1 million was reclassified from accumulated other comprehensive income/(loss) to interest expense in the condensed consolidated statements of operations. During both the nine months ended September 30, 2017 and 2016, $0.4 million was reclassified from accumulated other comprehensive income/(loss) to interest expense in the condensed consolidated statements of operations.

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

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):



	September 30, 2017						December 31, 2016
	Total		Level 1		Level 2		Total		Level 1		Level 2
Assets:
Cash equivalents	$	5,394	$	5,394	$	—	$	13,197	$	13,197	$	—
Derivative assets	—		—		—		1		—		1
Total	$	5,394	$	5,394	$	—	$	13,198	$	13,197	$	1
Liabilities:
Non-qualified deferred compensation plan	$	1,352	$	—	$	1,352	$	2,371	$	—	$	2,371
Total	$	1,352	$	—	$	1,352	$	2,371	$	—	$	2,371

Provide Commerce has an executive deferred compensation plan for key management level employees under which such employees could 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 same date. The plan assets, which consist primarily of life insurance contracts recorded at their cash surrender value, were $11.7 million and $11.6 million as of September 30, 2017 and December 31, 2016, respectively, and are included in other assets in the accompanying condensed consolidated balance sheets.

During the three months ended September 30, 2017, in conjunction with an interim impairment test of its reporting units, the Company also performed impairment tests of its intangible and other long-lived assets. Based on these tests, the Company determined that the carrying value of certain intangible assets and fixed assets exceeded their fair values as determined using the income approach. Determining fair value is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 inputs, including projected cash flows over the estimated projection period and the discount rate. The resulting $39.1 million non-cash, pre-tax impairment charges (excluding goodwill impairment charges of $66.6 million) were recorded related to certain intangible assets and fixed assets of the Provide Commerce and Consumer segments. See Note 5—“Goodwill, Intangible Assets, and Other Long-Lived Assets” and Note 16—“Restatement of Unaudited Condensed Consolidated Financial Statements” for additional information.

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. As of September 30, 2017, the Company estimated its credit spread as 1.0% and 1.6% for the term loan and revolving credit facility, respectively, resulting in yield-to-maturity estimates for the term loan and revolving credit facility of 2.5% and 3.1%, respectively. As of December 31, 2016, the Company estimated its credit spread as 1.4% and 2.0% for the term loan and revolving credit facility, respectively, resulting in yield-to-maturity estimates for the term loan and revolving credit facility of 2.8% and 3.4%, respectively. The table below summarizes the carrying amounts and estimated fair values for long-term debt (in thousands):



	September 30, 2017				December 31, 2016
			Level 2				Level 2
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt outstanding, including current portion	$	255,000	$	255,000	$	280,000	$	280,000

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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

STOCKHOLDERS' EQUITY	9 Months Ended
STOCKHOLDERS' EQUITY	Sep. 30, 2017
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS’ EQUITY Common Stock Repurchases On March 8, 2016, the Company’s board of directors authorized a common stock repurchase program (the “2016 Repurchase Program”) that allows FTD Companies, Inc. to repurchase up to $60 million of its common stock from time to time over a two-year period in both open market and privately negotiated transactions. The Company did not repurchase any shares under this program during the nine months ended September 30, 2017. As of September 30, 2017, $44.8 million was available under this program for future purchases. Upon vesting of restricted stock units (“RSUs”) or exercise of stock options, the Company does not collect withholding taxes in cash from employees. Instead, the Company automatically withholds, from the RSUs that vest or stock options that are 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 counted against the limits under the 2016 Repurchase Program. The Company then pays the minimum statutory withholding taxes in cash. During the nine months ended September 30, 2017, 0.3 million RSUs vested for which 0.1 million shares were withheld to cover the minimum statutory withholding taxes of $2.0 million.

INCENTIVE COMPENSATION PLANS

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

INCENTIVE COMPENSATION PLANS

In June 2017, stockholders approved the FTD Companies, Inc. Third Amended and Restated 2013 Incentive Compensation Plan (as so amended and restated, the “Amended Plan”), which amended and restated in its entirety the FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan, as previously amended June 9, 2015. The Amended Plan provides for the granting of awards to employees and non-employee directors, including stock options, stock appreciation rights, RSUs, and other stock based awards. As of September 30, 2017, the Company had 3.2 million shares available for issuance under the Amended Plan, which includes additional shares approved by shareholders in June 2017.

During the first quarter of 2017, the Company granted RSUs to certain employees totaling 0.4 million shares. The RSUs granted will generally vest in four equal annual installments. The weighted average fair market value of the underlying stock on the grant date was $23.12 per share.

During the second quarter of 2017, the Company granted RSUs to certain non-employee directors totaling 0.1 million shares. The RSUs granted will vest in one annual installment. The fair market value of the underlying stock on the grant date was $17.70 per share.

During the third quarter of 2017, the Company granted RSUs and stock options to certain management employees totaling 0.1 million shares and 0.4 million, respectively. The RSUs and stock options granted will vest in four annual installments. The fair market value of the underlying stock on the grant date of the RSUs was $13.83 per share. The options were granted with an exercise price of $13.85. The following assumptions were used to estimate the fair value of the stock options at the grant date:



Risk-free interest rate	1.7	%
Expected term (in years)	4.75
Dividend yield	0.0	%
Expected volatility	34.0	%

In addition, eligible employees of the Company are able to participate in the FTD Companies, Inc. 2015 Employee Stock Purchase Plan (“ESPP Plan”) through which employees may purchase shares of FTD common stock at a purchase price equal to 85% of the lower of (i) the closing market price per share of FTD common stock on the first day of the offering period or (ii) the closing market price per share of FTD common stock on the purchase date. Each offering period has a six-month duration and purchase interval. As of September 30, 2017, the Company had 0.4 million shares available under the ESPP Plan.

The stock-based compensation expense incurred for all equity plans in the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016 have been included in the condensed consolidated statements of operations as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Cost of revenues	$	62	$	45	$	196	$	111
Sales and marketing	848		870		3,178		3,251
General and administrative	1,441		2,408		4,847		7,441
Total stock-based compensation expense	$	2,351	$	3,323	$	8,221	$	10,803

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES During the three months ended September 30, 2017, the Company recorded a tax benefit of $19.8 million on a pre-tax loss of $119.1 million, compared to a tax benefit of $4.1 million on a pre-tax loss of $14.3 million for the three months ended September 30, 2016. The goodwill impairment charges recorded during the three months ended September 30, 2017 are not tax deductible and, therefore, there was no tax benefit recorded on such charges. Excluding the impact of the non-deductible goodwill impairment, the increase in the tax rate was due to a higher portion of pre-tax loss expected to be earned in higher tax rate jurisdictions, a reduction in foreign tax benefits, and an increase in certain state tax rates. During the nine months ended September 30, 2017, the Company recorded a tax benefit of $7.5 million on a pre-tax loss of $88.0 million, compared to a tax provision of $0.3 million on pre-tax income of $3.6 million for the nine months ended September 30, 2016. The goodwill impairment charges recorded during the nine months ended September 30, 2017 are not tax deductible and, therefore, there was no tax benefit recorded on such charges. Excluding the impact of the non-deductible goodwill impairment, the increase in the tax rate was due to a higher portion of pre-tax income expected to be earned in higher tax rate jurisdictions, a reduction in foreign tax benefits, and an increase in certain state tax rates. In addition, tax deficiencies related to vesting of equity awards increased tax expense by $1.5 million. As noted in Note 1—“Description of Business, Basis of Presentation, Accounting Policies, and Recent Accounting Pronouncements,” the Company adopted ASU 2016-09 on January 1, 2017. As such, tax deficiencies or excess tax benefits are recorded in the provision for income taxes for the nine months ended September 30, 2017 rather than in additional paid-in capital as was previously required.