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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ftd Companies, Inc. | NASDAQ:FTD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.174 | 0.1706 | 0.174 | 0 | 01:00:00 |
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(Mark One)
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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32-0255852
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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3113 Woodcreek Drive, Downers Grove, Illinois
(Address of principal executive offices)
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60515
(Zip Code)
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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March 31, 2017
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December 31, 2016
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||||
ASSETS
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||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
50,444
|
|
|
$
|
81,002
|
|
Accounts receivable, net of allowances of $4,316 and $4,962 at March 31, 2017 and December 31, 2016, respectively
|
|
30,317
|
|
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26,659
|
|
||
Inventories
|
|
27,008
|
|
|
24,996
|
|
||
Prepaid expenses and other current assets
|
|
10,958
|
|
|
13,697
|
|
||
Total current assets
|
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118,727
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|
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146,354
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||
Property and equipment, net
|
|
55,353
|
|
|
57,559
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||
Intangible assets, net
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269,570
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|
|
272,798
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Goodwill
|
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464,708
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463,465
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Other assets
|
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21,922
|
|
|
22,138
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||
Total assets
|
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$
|
930,280
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|
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$
|
962,314
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
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||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
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$
|
69,485
|
|
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$
|
70,254
|
|
Accrued liabilities
|
|
71,137
|
|
|
68,274
|
|
||
Accrued compensation
|
|
17,374
|
|
|
19,165
|
|
||
Deferred revenue
|
|
7,273
|
|
|
4,911
|
|
||
Income taxes payable
|
|
3,343
|
|
|
2,005
|
|
||
Current portion of long-term debt
|
|
20,000
|
|
|
20,000
|
|
||
Total current liabilities
|
|
188,612
|
|
|
184,609
|
|
||
Long-term debt
|
|
206,646
|
|
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256,306
|
|
||
Deferred tax liabilities, net
|
|
89,238
|
|
|
85,932
|
|
||
Other liabilities
|
|
6,830
|
|
|
7,740
|
|
||
Total liabilities
|
|
491,326
|
|
|
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
|
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Common stock, 60,000,000 shares, par value $0.0001, authorized; 29,864,979 and 29,731,189 shares issued at March 31, 2017 and December 31, 2016, respectively
|
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3
|
|
|
3
|
|
||
Treasury stock, 2,430,897 shares at March 31, 2017 and December 31, 2016
|
|
(65,221
|
)
|
|
(65,221
|
)
|
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Additional paid-in capital
|
|
695,170
|
|
|
694,773
|
|
||
Accumulated deficit
|
|
(141,168
|
)
|
|
(150,191
|
)
|
||
Accumulated other comprehensive loss
|
|
(49,830
|
)
|
|
(51,637
|
)
|
||
Total stockholders’ equity
|
|
438,954
|
|
|
427,727
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
930,280
|
|
|
$
|
962,314
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
|
||||
Products
|
|
$
|
280,964
|
|
|
$
|
293,291
|
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Services
|
|
35,529
|
|
|
36,923
|
|
||
Total revenues
|
|
316,493
|
|
|
330,214
|
|
||
Operating expenses:
|
|
|
|
|
||||
Cost of revenues—products
|
|
192,127
|
|
|
209,083
|
|
||
Cost of revenues—services
|
|
4,247
|
|
|
4,683
|
|
||
Sales and marketing
|
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68,896
|
|
|
67,916
|
|
||
General and administrative
|
|
28,755
|
|
|
29,744
|
|
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Amortization of intangible assets
|
|
3,820
|
|
|
15,416
|
|
||
Restructuring and other exit costs
|
|
808
|
|
|
433
|
|
||
Total operating expenses
|
|
298,653
|
|
|
327,275
|
|
||
Operating income
|
|
17,840
|
|
|
2,939
|
|
||
Interest income
|
|
115
|
|
|
121
|
|
||
Interest expense
|
|
(2,388
|
)
|
|
(2,435
|
)
|
||
Other income/(expense), net
|
|
(25
|
)
|
|
1,809
|
|
||
Income before income taxes
|
|
15,542
|
|
|
2,434
|
|
||
Provision for income taxes
|
|
6,519
|
|
|
683
|
|
||
Net income
|
|
$
|
9,023
|
|
|
$
|
1,751
|
|
Earnings per common share:
|
|
|
|
|
||||
Basic earnings per share
|
|
$
|
0.32
|
|
|
$
|
0.06
|
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Diluted earnings per share
|
|
$
|
0.32
|
|
|
$
|
0.06
|
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Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Net income
|
|
$
|
9,023
|
|
|
$
|
1,751
|
|
Other comprehensive income/(loss):
|
|
|
|
|
||||
Foreign currency translation
|
|
1,722
|
|
|
(2,921
|
)
|
||
Cash flow hedges:
|
|
|
|
|
||||
Changes in net gains on derivatives, net of tax of $54 and $43 for the three months ended March 31, 2017 and 2016, respectively
|
|
85
|
|
|
68
|
|
||
Other comprehensive income/(loss)
|
|
1,807
|
|
|
(2,853
|
)
|
||
Total comprehensive income/(loss)
|
|
$
|
10,830
|
|
|
$
|
(1,102
|
)
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||
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Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2016
|
|
29,731
|
|
|
$
|
3
|
|
|
(2,431
|
)
|
|
$
|
(65,221
|
)
|
|
$
|
694,773
|
|
|
$
|
(51,637
|
)
|
|
$
|
(150,191
|
)
|
|
$
|
427,727
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,023
|
|
|
9,023
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,807
|
|
|
—
|
|
|
1,807
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,341
|
|
|
—
|
|
|
—
|
|
|
2,341
|
|
||||||
Vesting of restricted stock units and related repurchases of common stock
|
|
134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,944
|
)
|
|
—
|
|
|
—
|
|
|
(1,944
|
)
|
||||||
Balance at March 31, 2017
|
|
29,865
|
|
|
$
|
3
|
|
|
(2,431
|
)
|
|
$
|
(65,221
|
)
|
|
$
|
695,170
|
|
|
$
|
(49,830
|
)
|
|
$
|
(141,168
|
)
|
|
$
|
438,954
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
9,023
|
|
|
$
|
1,751
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
9,298
|
|
|
21,277
|
|
||
Stock-based compensation
|
|
2,341
|
|
|
4,040
|
|
||
Provision for doubtful accounts receivable
|
|
350
|
|
|
1,693
|
|
||
Amortization of debt issuance costs
|
|
340
|
|
|
340
|
|
||
Deferred taxes, net
|
|
3,152
|
|
|
(2,515
|
)
|
||
Gains on life insurance
|
|
—
|
|
|
(1,583
|
)
|
||
Other, net
|
|
(17
|
)
|
|
1
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, net
|
|
(3,941
|
)
|
|
(4,709
|
)
|
||
Inventories
|
|
(1,999
|
)
|
|
(1,949
|
)
|
||
Prepaid expenses and other assets
|
|
3,141
|
|
|
4,206
|
|
||
Accounts payable and accrued liabilities
|
|
(143
|
)
|
|
(8,978
|
)
|
||
Deferred revenue
|
|
2,335
|
|
|
2,694
|
|
||
Income taxes receivable or payable
|
|
1,240
|
|
|
2,744
|
|
||
Other liabilities
|
|
(904
|
)
|
|
(1,441
|
)
|
||
Net cash provided by operating activities
|
|
24,216
|
|
|
17,571
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(3,196
|
)
|
|
(4,611
|
)
|
||
Proceeds from life insurance
|
|
—
|
|
|
944
|
|
||
Net cash used for investing activities
|
|
(3,196
|
)
|
|
(3,667
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from long-term debt
|
|
15,000
|
|
|
—
|
|
||
Payments on long-term debt
|
|
(65,000
|
)
|
|
(5,000
|
)
|
||
Repurchases of common stock withheld for taxes
|
|
(1,944
|
)
|
|
(1,633
|
)
|
||
Net cash used for financing activities
|
|
(51,944
|
)
|
|
(6,633
|
)
|
||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
|
366
|
|
|
57
|
|
||
Change in cash and cash equivalents
|
|
(30,558
|
)
|
|
7,328
|
|
||
Cash and cash equivalents, beginning of period
|
|
81,002
|
|
|
57,892
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
50,444
|
|
|
$
|
65,220
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Products revenues:
|
|
|
|
|
||||
Provide Commerce
|
|
$
|
155,868
|
|
|
$
|
157,097
|
|
Consumer
|
|
72,804
|
|
|
78,607
|
|
||
Florist
|
|
16,169
|
|
|
16,217
|
|
||
International
|
|
40,441
|
|
|
46,151
|
|
||
Segment products revenues
|
|
285,282
|
|
|
298,072
|
|
||
Services revenues:
|
|
|
|
|
||||
Florist
|
|
30,337
|
|
|
30,775
|
|
||
International
|
|
5,296
|
|
|
6,226
|
|
||
Segment services revenues
|
|
35,633
|
|
|
37,001
|
|
||
Intersegment eliminations
|
|
(4,422
|
)
|
|
(4,859
|
)
|
||
Consolidated revenues
|
|
$
|
316,493
|
|
|
$
|
330,214
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Intersegment revenues:
|
|
|
|
|
||||
Provide Commerce
|
|
$
|
(476
|
)
|
|
$
|
(610
|
)
|
Consumer
|
|
(3,842
|
)
|
|
(4,171
|
)
|
||
Florist
|
|
(104
|
)
|
|
(78
|
)
|
||
Total intersegment revenues
|
|
$
|
(4,422
|
)
|
|
$
|
(4,859
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
U.S.
|
|
$
|
270,756
|
|
|
$
|
277,837
|
|
U.K.
|
|
45,737
|
|
|
52,377
|
|
||
Consolidated revenues
|
|
$
|
316,493
|
|
|
$
|
330,214
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Segment operating income
(a)
|
|
|
|
|
||||
Provide Commerce
|
|
$
|
13,447
|
|
|
$
|
7,076
|
|
Consumer
|
|
5,660
|
|
|
6,429
|
|
||
Florist
|
|
13,954
|
|
|
12,810
|
|
||
International
|
|
5,532
|
|
|
7,417
|
|
||
Total segment operating income
|
|
38,593
|
|
|
33,732
|
|
||
Unallocated expenses
(b)
|
|
(11,455
|
)
|
|
(9,516
|
)
|
||
Depreciation expense and amortization of intangible assets
|
|
(9,298
|
)
|
|
(21,277
|
)
|
||
Operating income
|
|
17,840
|
|
|
2,939
|
|
||
Interest expense, net
|
|
(2,273
|
)
|
|
(2,314
|
)
|
||
Other income/(expense), net
|
|
(25
|
)
|
|
1,809
|
|
||
Income before income taxes
|
|
$
|
15,542
|
|
|
$
|
2,434
|
|
|
(a)
|
Segment operating income is operating income excluding depreciation, amortization, litigation and dispute settlement charges and gains, transaction-related costs, restructuring and other exit costs, and impairment of goodwill and intangible 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, legal, and certain human resources costs. In addition, unallocated expenses include stock-based and incentive compensation, restructuring and other exit costs, transaction-related costs, and litigation and dispute settlement charges and gains.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Current
|
|
$
|
11,352
|
|
|
$
|
11,490
|
|
Past due
|
|
761
|
|
|
865
|
|
||
Total
|
|
$
|
12,113
|
|
|
$
|
12,355
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Current
|
|
$
|
11,352
|
|
|
$
|
11,490
|
|
Past due:
|
|
|
|
|
||||
1 - 150 days past due
|
|
178
|
|
|
120
|
|
||
151 - 364 days past due
|
|
106
|
|
|
129
|
|
||
365 - 730 days past due
|
|
249
|
|
|
230
|
|
||
731 or more days past due
|
|
228
|
|
|
386
|
|
||
Total
|
|
$
|
12,113
|
|
|
$
|
12,355
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Allowance for credit losses:
|
|
|
|
|
||||
Balance at January 1
|
|
$
|
846
|
|
|
$
|
706
|
|
Provision
|
|
85
|
|
|
42
|
|
||
Write-offs charged against allowance
|
|
(211
|
)
|
|
(12
|
)
|
||
Balance at March 31
|
|
$
|
720
|
|
|
$
|
736
|
|
Ending balance collectively evaluated for impairment
|
|
$
|
704
|
|
|
$
|
729
|
|
Ending balance individually evaluated for impairment
|
|
$
|
16
|
|
|
$
|
7
|
|
Recorded investments in financing receivables:
|
|
|
|
|
||||
Balance collectively evaluated for impairment
|
|
$
|
825
|
|
|
$
|
840
|
|
Balance individually evaluated for impairment
|
|
$
|
11,288
|
|
|
$
|
11,224
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Land and improvements
|
|
$
|
1,568
|
|
|
$
|
1,565
|
|
Buildings and improvements
|
|
16,057
|
|
|
16,080
|
|
||
Leasehold improvements
|
|
17,853
|
|
|
16,290
|
|
||
Equipment
|
|
15,472
|
|
|
14,771
|
|
||
Computer equipment
|
|
25,490
|
|
|
26,633
|
|
||
Computer software
|
|
61,625
|
|
|
61,332
|
|
||
Furniture and fixtures
|
|
3,750
|
|
|
3,310
|
|
||
|
|
141,815
|
|
|
139,981
|
|
||
Accumulated depreciation
|
|
(86,462
|
)
|
|
(82,422
|
)
|
||
Total
|
|
$
|
55,353
|
|
|
$
|
57,559
|
|
|
|
Provide Commerce
|
|
Consumer
|
|
Florist
|
|
International
|
|
Total
|
||||||||||
Goodwill at December 31, 2016
|
|
$
|
147,501
|
|
|
$
|
133,226
|
|
|
$
|
109,651
|
|
|
$
|
73,087
|
|
|
$
|
463,465
|
|
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,243
|
|
|
1,243
|
|
|||||
Goodwill at March 31, 2017
|
|
$
|
147,501
|
|
|
$
|
133,226
|
|
|
$
|
109,651
|
|
|
$
|
74,330
|
|
|
$
|
464,708
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Gross Value
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Value
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Complete technology
|
|
$
|
76,574
|
|
|
$
|
(56,609
|
)
|
|
$
|
19,965
|
|
|
$
|
76,486
|
|
|
$
|
(54,705
|
)
|
|
$
|
21,781
|
|
Customer contracts and relationships
|
|
192,449
|
|
|
(192,449
|
)
|
|
—
|
|
|
192,183
|
|
|
(192,183
|
)
|
|
—
|
|
||||||
Trademarks and trade names
|
|
268,433
|
|
|
(18,828
|
)
|
|
249,605
|
|
|
267,834
|
|
|
(16,817
|
)
|
|
251,017
|
|
||||||
Total
|
|
$
|
537,456
|
|
|
$
|
(267,886
|
)
|
|
$
|
269,570
|
|
|
$
|
536,503
|
|
|
$
|
(263,705
|
)
|
|
$
|
272,798
|
|
For the Year Ended
|
Future Amortization Expense
|
||
2017 (remainder of the year)
|
$
|
11,456
|
|
2018
|
15,275
|
|
|
2019
|
15,275
|
|
|
2020
|
8,007
|
|
|
2021
|
8,003
|
|
|
Thereafter
|
63,425
|
|
|
Total
|
$
|
121,441
|
|
For the Year Ended
|
|
Future Minimum Principal Payments
|
||
2017 (remainder of the year)
|
|
$
|
15,000
|
|
2018
|
|
20,000
|
|
|
2019
|
|
195,000
|
|
|
Total
|
|
$
|
230,000
|
|
|
|
December 31, 2016
|
|
Draw Down of Debt
|
|
Repayments of Debt
|
|
March 31, 2017
|
||||||||
Credit Agreement:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revolving Credit Facility
|
|
$
|
120,000
|
|
|
$
|
15,000
|
|
|
$
|
(60,000
|
)
|
|
$
|
75,000
|
|
Term Loan
|
|
160,000
|
|
|
—
|
|
|
(5,000
|
)
|
|
155,000
|
|
||||
Total Principal Outstanding
|
|
280,000
|
|
|
$
|
15,000
|
|
|
$
|
(65,000
|
)
|
|
230,000
|
|
||
Debt Issuance Costs
|
|
(3,694
|
)
|
|
|
|
|
|
|
(3,354
|
)
|
|||||
Total Debt, Net of Debt Issuance Costs
|
|
$
|
276,306
|
|
|
|
|
|
|
|
$
|
226,646
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Derivatives Designated as Cash Flow Hedging Instruments:
|
|
|
|
|
||||
Interest rate caps
|
|
$
|
(1
|
)
|
|
$
|
(27
|
)
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$
|
18,990
|
|
|
$
|
18,990
|
|
|
$
|
—
|
|
|
$
|
13,197
|
|
|
$
|
13,197
|
|
|
$
|
—
|
|
Derivative assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Total
|
|
$
|
18,990
|
|
|
$
|
18,990
|
|
|
$
|
—
|
|
|
$
|
13,198
|
|
|
$
|
13,197
|
|
|
$
|
1
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-qualified deferred compensation plan
|
|
$
|
1,564
|
|
|
$
|
—
|
|
|
$
|
1,564
|
|
|
$
|
2,371
|
|
|
$
|
—
|
|
|
$
|
2,371
|
|
Total
|
|
$
|
1,564
|
|
|
$
|
—
|
|
|
$
|
1,564
|
|
|
$
|
2,371
|
|
|
$
|
—
|
|
|
$
|
2,371
|
|
|
|
March 31, 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
|
|
$
|
230,000
|
|
|
$
|
230,000
|
|
|
$
|
280,000
|
|
|
$
|
280,000
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Cost of revenues
|
|
$
|
71
|
|
|
$
|
38
|
|
Sales and marketing
|
|
715
|
|
|
1,234
|
|
||
General and administrative
|
|
1,555
|
|
|
2,768
|
|
||
Total stock-based compensation expense
|
|
$
|
2,341
|
|
|
$
|
4,040
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
|
||||
Net income
|
|
$
|
9,023
|
|
|
$
|
1,751
|
|
Income allocated to participating securities
|
|
(206
|
)
|
|
(33
|
)
|
||
Net income attributable to common stockholders
|
|
$
|
8,817
|
|
|
$
|
1,718
|
|
Denominator:
|
|
|
|
|
||||
Basic average common shares outstanding
|
|
27,368
|
|
|
27,655
|
|
||
Add: Dilutive effect of non-participating securities
|
|
67
|
|
|
61
|
|
||
Diluted average common shares outstanding
|
|
27,435
|
|
|
27,716
|
|
||
Basic earnings per common share
|
|
$
|
0.32
|
|
|
$
|
0.06
|
|
Diluted earnings per common share
|
|
$
|
0.32
|
|
|
$
|
0.06
|
|
|
|
Employee Termination Costs
|
|
Facility Closure Costs
|
|
Total
|
||||||
Accrued as of December 31, 2016
|
|
$
|
8,566
|
|
|
$
|
1,378
|
|
|
$
|
9,944
|
|
Charges
|
|
500
|
|
|
308
|
|
|
808
|
|
|||
Cash paid
|
|
(2,303
|
)
|
|
(315
|
)
|
|
(2,618
|
)
|
|||
Other – non-cash
|
|
(3,373
|
)
|
|
—
|
|
|
(3,373
|
)
|
|||
Accrued as of March 31, 2017
|
|
$
|
3,390
|
|
|
$
|
1,371
|
|
|
$
|
4,761
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Cash paid for interest
|
|
$
|
1,904
|
|
|
$
|
1,441
|
|
Cash paid for income taxes, net
|
|
$
|
2,032
|
|
|
$
|
436
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(in thousands, except for percentages, average order values, average revenues per member, and exchange rates)
|
|||||||||||||
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated revenues
|
$
|
316,493
|
|
|
$
|
330,214
|
|
|
$
|
(13,721
|
)
|
|
(4
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Provide Commerce:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Segment revenues
(a)
|
$
|
155,868
|
|
|
$
|
157,097
|
|
|
$
|
(1,229
|
)
|
|
(1
|
)%
|
Segment operating income
|
$
|
13,447
|
|
|
$
|
7,076
|
|
|
$
|
6,371
|
|
|
90
|
%
|
Consumer orders
|
2,906
|
|
|
3,123
|
|
|
(217
|
)
|
|
(7
|
)%
|
|||
Average order value
|
$
|
52.99
|
|
|
$
|
49.69
|
|
|
$
|
3.30
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Segment revenues
(a)
|
$
|
72,804
|
|
|
$
|
78,607
|
|
|
$
|
(5,803
|
)
|
|
(7
|
)%
|
Segment operating income
|
$
|
5,660
|
|
|
$
|
6,429
|
|
|
$
|
(769
|
)
|
|
(12
|
)%
|
Consumer orders
|
941
|
|
|
1,022
|
|
|
(81
|
)
|
|
(8
|
)%
|
|||
Average order value
|
$
|
73.05
|
|
|
$
|
72.62
|
|
|
$
|
0.43
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Florist:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Segment revenues
(a)
|
$
|
46,506
|
|
|
$
|
46,992
|
|
|
$
|
(486
|
)
|
|
(1
|
)%
|
Segment operating income
|
$
|
13,954
|
|
|
$
|
12,810
|
|
|
$
|
1,144
|
|
|
9
|
%
|
Average revenues per member
|
$
|
4,140
|
|
|
$
|
3,888
|
|
|
$
|
252
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|||||||
International:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Segment revenues (in USD)
|
$
|
45,737
|
|
|
$
|
52,377
|
|
|
$
|
(6,640
|
)
|
|
(13
|
)%
|
Segment revenues (in GBP)
|
£
|
36,881
|
|
|
£
|
36,563
|
|
|
£
|
318
|
|
|
1
|
%
|
Segment operating income (in USD)
|
$
|
5,532
|
|
|
$
|
7,417
|
|
|
$
|
(1,885
|
)
|
|
(25
|
)%
|
Consumer orders
|
842
|
|
|
878
|
|
|
(36
|
)
|
|
(4
|
)%
|
|||
Average order value (in USD)
|
$
|
44.50
|
|
|
$
|
49.23
|
|
|
$
|
(4.73
|
)
|
|
(10
|
)%
|
Average order value (in GBP)
|
£
|
35.90
|
|
|
£
|
34.38
|
|
|
£
|
1.52
|
|
|
4
|
%
|
Average currency exchange rate: GBP to USD
|
1.24
|
|
|
1.43
|
|
|
|
|
|
|
|
|
(a)
|
Segment revenues are prior to intersegment eliminations. See Note 2—“Segment Information” of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for a reconciliation of segment revenues to consolidated revenues.
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Revenues
|
|
$
|
316,493
|
|
|
$
|
330,214
|
|
|
$
|
(13,721
|
)
|
|
(4
|
)%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenues
|
|
196,374
|
|
|
213,766
|
|
|
(17,392
|
)
|
|
(8
|
)%
|
|||
Sales and marketing
|
|
68,896
|
|
|
67,916
|
|
|
980
|
|
|
1
|
%
|
|||
General and administrative
|
|
28,755
|
|
|
29,744
|
|
|
(989
|
)
|
|
(3
|
)%
|
|||
Amortization of intangible assets
|
|
3,820
|
|
|
15,416
|
|
|
(11,596
|
)
|
|
(75
|
)%
|
|||
Restructuring and other exit costs
|
|
808
|
|
|
433
|
|
|
375
|
|
|
87
|
%
|
|||
Total operating expenses
|
|
298,653
|
|
|
327,275
|
|
|
(28,622
|
)
|
|
(9
|
)%
|
|||
Operating income
|
|
17,840
|
|
|
2,939
|
|
|
14,901
|
|
|
507
|
%
|
|||
Interest expense, net
|
|
(2,273
|
)
|
|
(2,314
|
)
|
|
41
|
|
|
(2
|
)%
|
|||
Other income/(expense), net
|
|
(25
|
)
|
|
1,809
|
|
|
(1,834
|
)
|
|
(101
|
)%
|
|||
Income before income taxes
|
|
15,542
|
|
|
2,434
|
|
|
13,108
|
|
|
539
|
%
|
|||
Provision for income taxes
|
|
6,519
|
|
|
683
|
|
|
5,836
|
|
|
854
|
%
|
|||
Net income
|
|
$
|
9,023
|
|
|
$
|
1,751
|
|
|
$
|
7,272
|
|
|
415
|
%
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
(in thousands, except percentages and
average order values)
|
|||||||||||||
Segment revenues
|
|
$
|
155,868
|
|
|
$
|
157,097
|
|
|
$
|
(1,229
|
)
|
|
(1
|
)%
|
Segment operating income
|
|
$
|
13,447
|
|
|
$
|
7,076
|
|
|
$
|
6,371
|
|
|
90
|
%
|
Key metrics and other financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consumer orders
|
|
2,906
|
|
|
3,123
|
|
|
(217
|
)
|
|
(7
|
)%
|
|||
Average order value
|
|
$
|
52.99
|
|
|
$
|
49.69
|
|
|
$
|
3.30
|
|
|
7
|
%
|
Segment operating margin
|
|
9
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
(in thousands, except percentages and
average order values)
|
|||||||||||||
Segment revenues
|
|
$
|
72,804
|
|
|
$
|
78,607
|
|
|
$
|
(5,803
|
)
|
|
(7
|
)%
|
Segment operating income
|
|
$
|
5,660
|
|
|
$
|
6,429
|
|
|
$
|
(769
|
)
|
|
(12
|
)%
|
Key metrics and other financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consumer orders
|
|
941
|
|
|
1,022
|
|
|
(81
|
)
|
|
(8
|
)%
|
|||
Average order value
|
|
$
|
73.05
|
|
|
$
|
72.62
|
|
|
$
|
0.43
|
|
|
1
|
%
|
Segment operating margin
|
|
8
|
%
|
|
8
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
(in thousands, except percentages and
average revenues per member)
|
|||||||||||||
Segment revenues
|
|
$
|
46,506
|
|
|
$
|
46,992
|
|
|
$
|
(486
|
)
|
|
(1
|
)%
|
Segment operating income
|
|
$
|
13,954
|
|
|
$
|
12,810
|
|
|
$
|
1,144
|
|
|
9
|
%
|
Key metrics and other financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Average revenues per member
|
|
$
|
4,140
|
|
|
$
|
3,888
|
|
|
$
|
252
|
|
|
6
|
%
|
Segment operating margin
|
|
30
|
%
|
|
27
|
%
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(in thousands, except percentages, average order values, and exchange rates)
|
|||||||||||||
Segment revenues (in USD)
|
$
|
45,737
|
|
|
$
|
52,377
|
|
|
$
|
(6,640
|
)
|
|
(13
|
)%
|
Impact of foreign currency
|
7,096
|
|
|
—
|
|
|
7,096
|
|
|
|
|
|||
Segment revenues (in constant currency)
(a)
|
$
|
52,833
|
|
|
$
|
52,377
|
|
|
$
|
456
|
|
|
1
|
%
|
Segment revenues (in GBP)
|
£
|
36,881
|
|
|
£
|
36,563
|
|
|
£
|
318
|
|
|
1
|
%
|
Segment operating income (in USD)
|
$
|
5,532
|
|
|
$
|
7,417
|
|
|
$
|
(1,885
|
)
|
|
(25
|
)%
|
Impact of foreign currency
|
898
|
|
|
—
|
|
|
898
|
|
|
|
|
|||
Segment operating income (in constant currency)
(a)
|
$
|
6,430
|
|
|
$
|
7,417
|
|
|
$
|
(987
|
)
|
|
(13
|
)%
|
Key metrics and other financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consumer orders
|
842
|
|
|
878
|
|
|
(36
|
)
|
|
(4
|
)%
|
|||
Average order value (in USD)
|
$
|
44.50
|
|
|
$
|
49.23
|
|
|
$
|
(4.73
|
)
|
|
(10
|
)%
|
Average order value (in GBP)
|
£
|
35.90
|
|
|
£
|
34.38
|
|
|
£
|
1.52
|
|
|
4
|
%
|
Segment operating margin
|
12
|
%
|
|
14
|
%
|
|
|
|
|
|
|
|||
Average currency exchange rate: GBP to USD
|
1.24
|
|
|
1.43
|
|
|
|
|
|
|
|
|
(a)
|
USD at prior year foreign currency exchange rate.
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
|
(in thousands, except percentages)
|
|||||||||||||
Unallocated expenses
|
|
$
|
11,455
|
|
|
$
|
9,516
|
|
|
$
|
1,939
|
|
|
20
|
%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
24,216
|
|
|
$
|
17,571
|
|
Net cash used for investing activities
|
|
$
|
(3,196
|
)
|
|
$
|
(3,667
|
)
|
Net cash used for financing activities
|
|
$
|
(51,944
|
)
|
|
$
|
(6,633
|
)
|
•
|
Enhance control procedures to ensure completeness of analyses supporting significant tax positions taken by the Company related to cross-border indirect taxes.
|
•
|
Enhance monitoring activities over highly technical tax-related aspects of cross-border transactions, including implementation of formal periodic meetings attended by the Chief Financial Officer, Corporate and divisional controllers, and members of the Company’s legal and tax departments, along with the engagement of external legal and tax experts as appropriate, to ensure that significant tax positions related to cross-border indirect taxes are fully reviewed and continuously monitored for appropriate accounting and disclosure.
|
Date: May 9, 2017
|
FTD Companies, Inc. (Registrant)
|
|
|
|
|
|
By:
|
/s/ Stephen Tucker
|
|
|
Stephen Tucker
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and
Principal Accounting Officer)
|
|
|
|
|
|
|
Incorporated by
Reference to
|
|||||||
No.
|
|
Exhibit Description
|
|
Filed with this
Form 10-Q
|
|
Form
|
|
File No.
|
|
Date
Filed
|
|
Exhibit
Number
(if different)
|
|
10.1
|
|
|
FTD Companies, Inc. 2017 Management Bonus Plan
|
|
X
|
|
|
|
|
|
|
|
|
10.2
|
|
|
Amendment to Employment Agreement by and between Helen Quinn and FTD Companies, Inc.
|
|
|
|
10-K
|
|
001-35901
|
|
3/16/17
|
|
10.37
|
10.3
|
|
|
Employment Agreement by and between FTD Companies, Inc. and John C. Walden
|
|
|
|
10-K
|
|
001-35901
|
|
3/16/17
|
|
10.38
|
31.1
|
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
32.1
|
|
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
32.2
|
|
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
X
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Label Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Document
|
|
X
|
|
|
|
|
|
|
|
|
1 Year FTD Companies, Inc. Chart |
1 Month FTD Companies, Inc. Chart |
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