Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document and Entity Information | ||
Entity Registrant Name | FTD Companies, Inc. | |
Entity Central Index Key | 1575360 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 28,618,947 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $76,390 | $95,595 |
Accounts receivable, net of allowances of $6,598 and $8,991, at March 31, 2015 and December 31, 2014, respectively | 37,753 | 32,753 |
Inventories | 29,732 | 28,342 |
Deferred tax assets, net | 17,435 | 17,233 |
Prepaid expenses and other current assets | 15,724 | 17,816 |
Total current assets | 177,034 | 191,739 |
Property and equipment, net | 70,991 | 63,607 |
Intangible assets, net | 386,789 | 435,653 |
Goodwill | 640,897 | 632,212 |
Other assets | 28,913 | 29,402 |
Total assets | 1,304,624 | 1,352,613 |
Current liabilities: | ||
Accounts payable | 76,572 | 70,301 |
Accrued liabilities | 67,940 | 62,555 |
Accrued compensation | 23,827 | 28,728 |
Deferred revenue | 14,626 | 10,185 |
Income taxes payable | 2,992 | 6,042 |
Current portion of long-term debt | 20,000 | 20,000 |
Total current liabilities | 205,957 | 197,811 |
Long term debt | 295,000 | 320,000 |
Deferred tax liabilities, net | 138,537 | 149,834 |
Other liabilities | 14,210 | 19,755 |
Total liabilities | 653,704 | 687,400 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Preferred stock, 5,000,000 shares, par value $0.0001, authorized; no shares issued and outstanding | ||
Common stock, 60,000,000 shares, par value $0.0001, authorized; 28,960,905 and 29,193,037 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 3 | 3 |
Treasury stock, 331,084 shares and no shares at March 31, 2015 and December 31, 2014, respectively | -10,000 | |
Additional paid-in capital | 666,665 | 666,338 |
Retained earnings | 28,741 | 26,707 |
Accumulated other comprehensive loss | -34,489 | -27,835 |
Total stockholders' equity | 650,920 | 665,213 |
Total liabilities and stockholders' equity | $1,304,624 | $1,352,613 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $6,598 | $8,991 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 28,960,905 | 29,193,037 |
Common stock, shares outstanding | 28,960,905 | 29,193,037 |
Treasury stock, shares issued | 331,084 | 0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Products | $331,739 | $153,172 |
Services | 36,042 | 36,681 |
Total revenues | 367,781 | 189,853 |
Operating expenses: | ||
Cost of revenues-products | 231,509 | 118,353 |
Cost of revenues-services | 4,916 | 5,136 |
Sales and marketing | 76,412 | 30,528 |
General and administrative | 33,135 | 15,898 |
Amortization of intangible assets | 15,401 | 4,412 |
Restructuring and other exit costs | 2,168 | |
Total operating expenses | 363,541 | 174,327 |
Operating income | 4,240 | 15,526 |
Interest income | 144 | 148 |
Interest expense | -2,452 | -1,386 |
Other (expense) income, net | -11 | 386 |
Income before income taxes | 1,921 | 14,674 |
(Benefit) provision for income taxes | -113 | 5,054 |
Net income | $2,034 | $9,620 |
Earnings per common share: | ||
Basic earnings per share (in dollars per share) | $0.07 | $0.50 |
Diluted earnings per share (in dollars per share) | $0.07 | $0.50 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $2,034 | $9,620 |
Other comprehensive (loss) income: | ||
Foreign currency translation | -6,638 | 793 |
Cash flow hedges: | ||
Changes in net gains (losses) on derivatives, net of tax of $(10) and $(146) for the quarters ended March 31, 2015 and 2014, respectively | -16 | -228 |
Other comprehensive (loss) income | -6,654 | 565 |
Comprehensive (loss) income | ($4,620) | $10,185 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Changes in net gains (losses) on derivatives, tax | ($10) | ($146) |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at the beginning of the period at Dec. 31, 2014 | $3 | $666,338 | ($27,835) | $26,707 | $665,213 | |
Balance at the beginning of the period (in shares) at Dec. 31, 2014 | 29,193,037 | 29,193,037 | ||||
Increase (Decrease) in Equity | ||||||
Net income | 2,034 | 2,034 | ||||
Other comprehensive (loss) | -6,654 | -6,654 | ||||
Stock-based compensation | 1,942 | 1,942 | ||||
Tax benefits from equity awards | 390 | 390 | ||||
Vesting of restricted stock units and related repurchases of common stock | -2,012 | -2,012 | ||||
Vesting of restricted stock units (in shares) | 98,752 | |||||
Repurchases of common stock | -10,000 | -10,000 | ||||
Repurchases of common stock (in shares) | -331,084 | |||||
Exercise of stock options | 7 | 7 | ||||
Exercise of stock options | 200 | |||||
Balance at the end of the period at Mar. 31, 2015 | $3 | ($10,000) | $666,665 | ($34,489) | $28,741 | $650,920 |
Balance at the end of the period (in shares) at Mar. 31, 2015 | 29,291,989 | -331,084 | 28,960,905 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income as reported | $2,034 | $9,620 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 20,755 | 6,927 |
Stock-based compensation | 1,942 | 1,662 |
Provision for doubtful accounts receivable | 285 | 358 |
Accretion of discounts and amortization of deferred financing and debt issue costs | 340 | 193 |
Deferred taxes, net | -4,833 | -1,908 |
Excess tax benefits from equity awards | -390 | -327 |
Other, net | 52 | -6 |
Changes in operating assets and liabilities, net of effects of Acquisition-related purchase accounting: | ||
Accounts receivable, net | -4,439 | -7,428 |
Inventories | -2,330 | 2,235 |
Prepaid expenses and other assets | 4,325 | 1,130 |
Accounts payable and accrued liabilities | 125 | -4,732 |
Deferred revenue | 4,487 | 1,965 |
Income taxes payable | 2,579 | 5,910 |
Other liabilities | -2,991 | -84 |
Net cash provided by operating activities | 21,941 | 15,515 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -3,602 | -1,498 |
Net cash used for investing activities | -3,602 | -1,498 |
Cash flows from financing activities: | ||
Payments on long-term debt | -25,000 | |
Repurchases of common stock | -12,012 | -1,167 |
Excess tax benefits from equity awards | 390 | 327 |
Proceeds from exercises of stock options | 7 | |
Net cash used for financing activities | -36,615 | -840 |
Effect of foreign currency exchange rate changes on cash and cash equivalents | -929 | -13 |
Change in cash and cash equivalents | -19,205 | 13,164 |
Cash and cash equivalents, beginning of period | 95,595 | 48,162 |
Cash and cash equivalents, end of period | $76,390 | $61,326 |
DESCRIPTION_OF_BUSINESS_BASIS_
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS | 1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS |
Description of Business | |
We are a premier floral and gifting company with a vision to be the leading and most trusted floral and gifting company in the world. Our mission is to inspire, support, and delight our customers when expressing life's most important sentiments. We provide floral, specialty foods, gift and related products and services to consumers, retail florists, and other retail locations and companies in need of floral and gifting solutions. Our business uses the highly-recognized FTD®, Interflora® (both supported by the iconic Mercury Man logo), ProFlowers®, Shari's Berries®, and Personal Creations® brands. While we operate primarily in the United States ("U.S."), Canada, the United Kingdom ("U.K."), and the Republic of Ireland, we have worldwide presence as our Mercury Man logo is displayed in nearly 40,000 floral shops in approximately 150 countries. Our portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K., and Cherry Moon Farms®, Gifts.com™, and Sincerely™ in the U.S. While floral arrangements and plants are our primary offerings, we also market and sell gift items, including gourmet-dipped berries, chocolate dip delights™ and other sweets, personalized gifts, premium fresh fruits, gift baskets, wine and champagne, jewelry and spa products. | |
FTD Group, Inc. ("FTD Group") is a wholly-owned subsidiary of FTD Companies, Inc. and has as its principal operating subsidiaries, Florists' Transworld Delivery, Inc., FTD.COM Inc. ("FTD.COM"), Interflora British Unit ("Interflora"), and Provide Commerce, Inc. The operations of the Company include those of its subsidiary, Interflora, Inc., of which one-third is owned by an outside third party. The minority interest related to Interflora, Inc. is not material for separate presentation. The Company's corporate headquarters is located in Downers Grove, Illinois. The Company also maintains offices in San Diego, California; Woodridge, Illinois; Centerbrook, Connecticut; Medford, Oregon; Sleaford, England; Quebec, Canada; and Hyderabad, India; and distribution centers in various locations throughout the U.S. | |
Acquisition of Provide Commerce, Inc. | |
On December 31, 2014, the Company acquired from a wholly-owned subsidiary of Liberty Interactive Corporation ("Liberty") all of the issued and outstanding shares of common stock of Provide Commerce, Inc., an indirect wholly-owned subsidiary of Liberty ("Provide Commerce"), for a purchase price consisting of (i) cash consideration of $106.6 million, excluding acquired cash on hand of $38.1 million and a post-closing working capital adjustment of $9.9 million, and (ii) 10,203,010 shares of FTD common stock, representing approximately 35% of the issued and outstanding shares of FTD common stock (the "Acquisition"). In April 2015, FTD made a payment to Liberty in full satisfaction of the post-closing working capital adjustment. Upon the closing of the Acquisition, Provide Commerce became an indirect wholly-owned subsidiary of FTD (see Note 2). | |
Basis of Presentation | |
These interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), including those for interim financial information, and with the instructions for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (the "SEC"). Accordingly, such financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of financial position and operating results for the periods presented. The results of operations for such periods are not necessarily indicative of the results expected for any future periods. The condensed consolidated balance sheet information at December 31, 2014, was derived from the Company's audited consolidated financial statements, included in the Company's Annual Report on Form 10-K ("Form 10-K") for the year ended December 31, 2014, but does not include all of the disclosures required by GAAP. | |
The condensed consolidated financial statements reflect the historical financial position, results of operations, and cash flows of the Company. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make accounting policy elections, estimates, and assumptions that affect a number of reported amounts and related disclosures in the condensed consolidated financial statements. Management bases its estimates on historical experience and assumptions that it believes are reasonable. Actual results could differ from those estimates and assumptions. The most significant areas of the condensed consolidated financial statements that require management's judgment include the Company's revenue recognition, goodwill, indefinite-lived intangible assets and other long-lived assets, allowance for doubtful accounts, income taxes, software capitalization, legal contingencies, and preliminary estimates of fair values of assets acquired and liabilities assumed with the Acquisition. | |
These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Form 10-K for the year ended December 31, 2014. | |
"Emerging Growth Company" Reporting Requirements | |
The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act. As an "emerging growth company," the Company has elected to take advantage of the extended transition period for complying with new or revised accounting standards until such standards are also applicable to private companies. As a result of this election, the Company's consolidated financial statements may not be comparable to companies that comply with non-emerging growth companies' effective dates for such new or revised standards. Further, as a result of the Acquisition, the Company anticipates that it will no longer qualify as an "emerging growth company" as of December 31, 2015. | |
Accounting Policies | |
Refer to the Company's audited consolidated financial statements included in the Company's Form 10-K for the year ended December 31, 2014, for a discussion of the Company's accounting policies. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, as codified in FASB Accounting Standards Codification ("ASC") 740. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU were effective for the Company beginning January 1, 2015. The amendments were applied prospectively to all unrecognized tax benefits that existed at the effective date. This update did not have a material impact on the Company's consolidated financial statements. | |
In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The amendments in this ASU affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The amendments in this ASU require an entity to recognize revenue related to the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Tentatively, the amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2017. Adoption is permitted for fiscal years and interim periods beginning after December 15, 2016. The Company is currently assessing the impact of this update on its consolidated financial statements. | |
In January 2015, FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items, which eliminates the concept of extraordinary items from GAAP. The amendments in this ASU eliminate the requirement that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2015. The amendments should be applied prospectively and retrospective application is permitted. The Company does not expect this update to have a material impact on its consolidated financial statements. | |
In April 2015, FASB issued ASU No. 2015-03, Interest—Imputation of Interest, which simplifies the presentation of debt issuance costs by requiring debt issuance costs related to a debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2015. The amendments should be applied on a retrospective basis. The Company expects that this update will reduce both other assets and the outstanding debt balance by approximately $6 million as of March 31, 2015. | |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
ACQUISITIONS | |||||
ACQUISITIONS | 2. ACQUISITION | ||||
Acquisition of Provide Commerce | |||||
On December 31, 2014, the Company acquired all of the issued and outstanding shares of common stock of Provide Commerce from Liberty. Provide Commerce's portfolio of brands primarily includes ProFlowers and ProPlants for fresh-cut flowers, floral arrangements, and plants; Shari's Berries for gourmet-dipped berries and other products; Personal Creations for personalized gifts; Cherry Moon Farms for premium fresh fruits; and Sincerely for mobile gifting applications. The Acquisition expands the breadth of the Company's brand by combining two complementary businesses to offer customers a greater variety of floral and gifting products and an enhanced shopping experience and is expected to generate significant cost synergies. The Company believes that these factors support the estimated amount of goodwill related to the Acquisition. | |||||
The purchase price consisted of (i) cash consideration of $106.6 million excluding acquired cash on hand of $38.1 million and a post-closing working capital adjustment of $9.9 million, and (ii) 10,203,010 shares of FTD common stock, representing approximately 35% of the issued and outstanding shares of FTD common stock. The FTD common stock was valued at $34.82 per share, the closing price on December 31, 2014, the date of the Acquisition, for purposes of determining the purchase price. In April 2015, FTD made a payment to Liberty in full satisfaction of the post-closing working capital adjustment. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on management's preliminary estimates of their respective fair values as of the closing date of the Acquisition. During the quarter ended March 31, 2015, the Company revised certain of its preliminary estimates of fair value, which changes were not considered material. The Company believes that the preliminary fair values assigned to the assets acquired and the liabilities assumed were based on reasonable assumptions, however, additional information is needed in order to determine the final fair values. The following table summarizes the preliminary estimates of fair value of the assets acquired and liabilities assumed, including the effects of immaterial adjustments to the preliminary purchase price allocation (in thousands): | |||||
Preliminary | |||||
Estimate of | |||||
Fair Value | |||||
Net liabilities assumed: | |||||
Cash | $ | 38,081 | |||
Accounts receivable | 8,215 | ||||
Inventories | 18,909 | ||||
Prepaid expenses | 11,550 | ||||
Other assets | 14,931 | ||||
Property and equipment | 43,500 | ||||
Accounts payable and accrued liabilities | (82,186 | ) | |||
Deferred tax liabilities, net | (86,402 | ) | |||
Other liabilities | (13,754 | ) | |||
| | | | | |
Total net liabilities assumed | (47,156 | ) | |||
| | | | | |
Intangible assets acquired: | |||||
Trademarks and trade names | 119,400 | ||||
Customer contracts and relationships | 91,100 | ||||
Complete technology | 36,300 | ||||
| | | | | |
Total intangible assets acquired | 246,800 | ||||
| | | | | |
Goodwill | 310,257 | ||||
| | | | | |
Total purchase price | $ | 509,901 | |||
| | | | | |
| | | | | |
The acquired intangibles are being amortized on a straight-line basis over their estimated useful lives, which range from two to fifteen years. The goodwill acquired in the Acquisition is not deductible for federal tax purposes. | |||||
The following unaudited pro forma information presents the consolidated results of operations of the Company as if the Acquisition had occurred as of January 1, 2013. The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to present what the actual results of operations would have been had the transaction actually occurred on the date indicated, nor does it purport to represent results of operations for any future period. The information does not reflect any cost savings or other benefits that may be obtained through anticipated synergies as a result of the Acquisition. | |||||
(in thousands, except per share amounts) | For the Quarter | ||||
Ended March 31, 2014 | |||||
Revenues | $ | 381,908 | |||
Net income | $ | 1,513 | |||
Basic and diluted earnings per share | $ | 0.05 | |||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SEGMENT INFORMATION | ||||||||
SEGMENT INFORMATION | 3. SEGMENT INFORMATION | |||||||
Prior to the Acquisition, the Company reported its business operations in three operating and reportable segments: Consumer, Florist and International. As a result of the Acquisition, the Company began reporting its business in four operating and reportable segments: Consumer, Florist, International, and Provide Commerce. As the Acquisition was completed on December 31, 2014, no results of operations of Provide Commerce were included in the Company's consolidated statement of operations for the quarter ended March 31, 2014. | ||||||||
Below is a reconciliation of segment revenues to consolidated revenues (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Products revenues: | ||||||||
Consumer | $ | 88,070 | $ | 87,616 | ||||
Florist | 16,383 | 16,275 | ||||||
International | 48,754 | 54,067 | ||||||
Provide Commerce | 183,236 | — | ||||||
| | | | | | | | |
Segment products revenues | $ | 336,443 | $ | 157,958 | ||||
Services revenues: | ||||||||
Florist | $ | 29,621 | $ | 29,835 | ||||
International | 6,502 | 6,930 | ||||||
| | | | | | | | |
Segment services revenues | $ | 36,123 | $ | 36,765 | ||||
Intersegment eliminations | (4,785 | ) | (4,870 | ) | ||||
| | | | | | | | |
Consolidated revenues | $ | 367,781 | $ | 189,853 | ||||
| | | | | | | | |
| | | | | | | | |
Intersegment revenues represent amounts charged from one segment to the other for services provided based on order volume at a set rate per order. Intersegment revenues by segment were as follows (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Intersegment revenues: | ||||||||
Consumer | $ | (4,704 | ) | $ | (4,786 | ) | ||
Florist | (81 | ) | (84 | ) | ||||
| | | | | | | | |
Total intersegment revenues | $ | (4,785 | ) | $ | (4,870 | ) | ||
| | | | | | | | |
| | | | | | | | |
Below is a reconciliation of segment operating income to consolidated operating income and income before income taxes (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Segment operating income(a): | ||||||||
Consumer | $ | 7,470 | $ | 8,090 | ||||
Florist | 14,147 | 13,168 | ||||||
International | 7,977 | 8,034 | ||||||
Provide Commerce | 8,912 | — | ||||||
| | | | | | | | |
Total segment operating income | 38,506 | 29,292 | ||||||
Unallocated expenses(b) | (13,511 | ) | (6,839 | ) | ||||
Depreciation expense and amortization of intangible assets | (20,755 | ) | (6,927 | ) | ||||
| | | | | | | | |
Operating income | 4,240 | 15,526 | ||||||
Interest expense, net | (2,308 | ) | (1,238 | ) | ||||
Other (expense) income, net | (11 | ) | 386 | |||||
| | | | | | | | |
Income before income taxes | $ | 1,921 | $ | 14,674 | ||||
| | | | | | | | |
| | | | | | | | |
(a) | Segment operating income is operating income excluding depreciation, amortization, litigation and dispute settlement charges or gains, transaction and integration-related costs, and restructuring and other exit costs. Stock-based compensation and general corporate expenses are not allocated to the segments. Segment operating income is prior to intersegment eliminations and excludes other income (expense). | |||||||
(b) | Unallocated expenses include various corporate costs, such as corporate finance, legal, and human resources costs. In addition, unallocated expenses include stock-based compensation for all eligible Company employees, restructuring and other exit costs, transaction and integration-related costs, and litigation and dispute settlement charges or gains. | |||||||
Geographic revenues to external customers were as follows for the periods presented (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
U.S. | $ | 312,525 | $ | 128,856 | ||||
U.K. | 55,256 | 60,997 | ||||||
| | | | | | | | |
Consolidated revenues | $ | 367,781 | $ | 189,853 | ||||
| | | | | | | | |
| | | | | | | | |
Assets and liabilities are reviewed at the consolidated level by management. Segment assets are not reported to, or used by, the Company's chief operating decision maker to allocate resources to or assess performance of the segments, and therefore, total segment assets have not been disclosed. Geographic information for long-lived assets, consisting of amortizable intangible assets, property and equipment and other non-current assets, was as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
U.S. | $ | 324,280 | $ | 272,659 | ||||
U.K. | 7,953 | 8,335 | ||||||
| | | | | | | | |
Total long-lived assets | $ | 332,233 | $ | 280,994 | ||||
| | | | | | | | |
| | | | | | | | |
BALANCE_SHEET_COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
BALANCE SHEET COMPONENTS | ||||||||
BALANCE SHEET COMPONENTS | 4. BALANCE SHEET COMPONENTS | |||||||
Financing Receivables | ||||||||
The Company has financing receivables related to equipment sales to its floral network members. The current and noncurrent portions of financing receivables are included in accounts receivable and other assets, respectively, in the condensed consolidated balance sheets. The Company assesses financing receivables individually for balances due from current floral network members and collectively for balances due from terminated floral network members. | ||||||||
Credit quality of financing receivables was as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Current | $ | 10,719 | $ | 10,913 | ||||
Past due | 1,467 | 3,268 | ||||||
| | | | | | | | |
Total | $ | 12,186 | $ | 14,181 | ||||
| | | | | | | | |
| | | | | | | | |
The aging of past due financing receivables was as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Current | $ | 10,719 | $ | 10,913 | ||||
Past due: | ||||||||
1 - 150 days past due | 145 | 147 | ||||||
151 - 364 days past due | 212 | 163 | ||||||
365 - 730 days past due | 197 | 244 | ||||||
731 or more days past due | 913 | 2,714 | ||||||
| | | | | | | | |
Total | $ | 12,186 | $ | 14,181 | ||||
| | | | | | | | |
| | | | | | | | |
Financing receivables on nonaccrual status at March 31, 2015 and December 31, 2014 totaled $1.5 million and $3.3 million, respectively. | ||||||||
The allowance for credit losses and the recorded investment in financing receivables were as follows (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Allowance for credit losses: | ||||||||
Balance at January 1 | $ | 3,200 | $ | 3,213 | ||||
Provision | 87 | 27 | ||||||
Write-offs charged against allowance | (1,905 | ) | (21 | ) | ||||
| | | | | | | | |
Balance at March 31 | $ | 1,382 | $ | 3,219 | ||||
| | | | | | | | |
| | | | | | | | |
Ending balance collectively evaluated for impairment | $ | 1,365 | $ | 3,218 | ||||
| | | | | | | | |
| | | | | | | | |
Ending balance individually evaluated for impairment | $ | 17 | $ | 1 | ||||
| | | | | | | | |
| | | | | | | | |
Recorded investments in financing receivables: | ||||||||
Balance collectively evaluated for impairment | $ | 1,493 | $ | 3,335 | ||||
| | | | | | | | |
| | | | | | | | |
Balance individually evaluated for impairment | $ | 10,693 | $ | 11,377 | ||||
| | | | | | | | |
| | | | | | | | |
Individually evaluated impaired loans, including the recorded investment in such loans, the unpaid principal balance and the allowance related to such loans, each totaled less than $0.1 million at both March 31, 2015 and December 31, 2014. The average recorded investment in such loans was less than $0.1 million in each of the quarters ended March 31, 2015 and 2014. Interest income recognized on impaired loans was less than $0.1 million in each of the quarters ended March 31, 2015 and 2014. | ||||||||
Property and Equipment | ||||||||
Property and equipment consisted of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land and improvements | $ | 1,602 | $ | 1,614 | ||||
Buildings and improvements | 16,112 | 16,203 | ||||||
Leasehold improvements | 19,070 | 16,092 | ||||||
Computer equipment | 29,567 | 27,144 | ||||||
Computer software | 40,716 | 38,409 | ||||||
Furniture and fixtures | 17,235 | 12,705 | ||||||
| | | | | | | | |
124,302 | 112,167 | |||||||
Accumulated depreciation | (53,311 | ) | (48,560 | ) | ||||
| | | | | | | | |
Total | $ | 70,991 | $ | 63,607 | ||||
| | | | | | | | |
| | | | | | | | |
Depreciation expense, including the amortization of leasehold improvements, was $5.4 million and $2.5 million for the quarters ended March 31, 2015 and 2014, respectively. | ||||||||
TRANSACTIONS_WITH_RELATED_PART
TRANSACTIONS WITH RELATED PARTIES | 3 Months Ended |
Mar. 31, 2015 | |
TRANSACTIONS WITH RELATED PARTIES | |
TRANSACTIONS WITH RELATED PARTIES | 5. TRANSACTIONS WITH RELATED PARTIES |
Transactions with Liberty | |
As a result of the Acquisition, Liberty owns approximately 35% of the issued and outstanding shares of FTD common stock. FTD and Liberty entered into an Investor Rights Agreement, which governs certain rights of and restrictions on Liberty in connection with the shares of FTD common stock that Liberty owns as a result of the Acquisition. In addition, Provide Commerce and Liberty entered into a services agreement (the "Services Agreement"), under which Provide Commerce, on a short-term transitional basis, has provided Liberty with certain support service and other assistance after the Acquisition in respect of the RedEnvelope business, which was not acquired by FTD as part of the Acquisition. Fees of $0.3 million were earned during the quarter ended March 31, 2015 and were billed to Liberty in April 2015. On April 1, 2015, Provide Commerce and Liberty entered into an amendment to the Services Agreement to extend the term of the Services Agreement to June 30, 2015. | |
The Acquisition purchase price was subject to adjustment based upon the final closing working capital, which adjustment was determined to be $9.9 million. The Company's consolidated balance sheet at March 31, 2015 reflects an accrual for such purchase price adjustment. In April 2015, FTD made a payment to Liberty in full satisfaction of this adjustment. | |
On April 30, 2015, the Company, through a wholly-owned subsidiary, entered into a Purchase and Sale Agreement with an indirect wholly-owned subsidiary of Liberty, pursuant to which the Company acquired certain residual assets previously used by Liberty in the online e-commerce business operated under the trade name of RedEnvelope for a cash purchase price of $250,000. | |
The I.S. Group Limited | |
Interflora holds a 20.4% investment in The I.S. Group Limited ("I.S. Group"), which totaled $1.7 million at both March 31, 2015 and December 31, 2014 and is included in other assets in the condensed consolidated balance sheets. The share of equity earnings was not material for separate presentation in these condensed consolidated financial statements. I.S. Group supplies floral-related products to Interflora's floral network members in both the U.K. and the Republic of Ireland as well as to other customers. Interflora derives revenues from I.S. Group from (i) the sale of products (sourced from third-party suppliers) to I.S. Group for which revenue is recognized on a gross basis, (ii) commissions on products sold by I.S. Group (sourced from third-party suppliers) to floral network members, and (iii) commissions for acting as a collection agent on behalf of I.S. Group. Revenues related to products sold to and commissions earned from I.S. Group were $0.9 million and $1.0 million in the quarters ended March 31, 2015 and 2014, respectively. In addition, Interflora purchases products from I.S. Group for sale to consumers. The cost of revenues related to products purchased from I.S. Group was $0.2 million and less than $0.1 million in the quarters ended March 31, 2015 and 2014, respectively. Amounts due from I.S. Group were $0.6 million and $0.5 million at March 31, 2015 and December 31, 2014, respectively, and amounts payable to I.S. Group were $2.1 million and $1.5 million at March 31, 2015 and December 31, 2014, respectively. | |
GOODWILL_INTANGIBLE_ASSETS_AND
GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS | ||||||||||||||||||||
GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS | ||||||||||||||||||||
6. GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS | ||||||||||||||||||||
Goodwill | ||||||||||||||||||||
The changes in the net carrying amount of goodwill for the quarter ended March 31, 2015 were as follows (in thousands): | ||||||||||||||||||||
Consumer | Florist | International | Provide | Total | ||||||||||||||||
Commerce | ||||||||||||||||||||
Goodwill at December 31, 2014 | $ | 133,226 | $ | 109,651 | $ | 92,259 | $ | 297,076 | $ | 632,212 | ||||||||||
Foreign currency translation | — | — | (4,496 | ) | — | (4,496 | ) | |||||||||||||
Provide Commerce acquisition(a) | — | — | — | 13,181 | 13,181 | |||||||||||||||
| | | | | | | | | | | | | | | | | ||||
Goodwill at March 31, 2015 | $ | 133,226 | $ | 109,651 | $ | 87,763 | $ | 310,257 | $ | 640,897 | ||||||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
(a) | Adjustments to goodwill include immaterial revisions to preliminary fair value amounts and the final working capital adjustment, which were recorded during the quarter ended March 31, 2015. | |||||||||||||||||||
In 2008, the Company recorded an impairment charge of $116.3 million. The table above reflects the Company's goodwill balances net of this accumulated impairment charge. The gross goodwill balance was $757.2 million at March 31, 2015. | ||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||
Intangible assets are primarily related to the acquisition of Provide Commerce in December 2014 and the acquisition of the Company by United Online in August 2008 and consist of the following (in thousands): | ||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||
Value | Amortization | Value | Amortization | |||||||||||||||||
Complete technology | $ | 77,528 | $ | (43,008 | ) | $ | 34,520 | $ | 77,847 | $ | (41,480 | ) | $ | 36,367 | ||||||
Customer contracts and relationships | 195,313 | (115,500 | ) | 79,813 | 199,271 | (104,972 | ) | 94,299 | ||||||||||||
Trademarks and trade names | 274,779 | (2,323 | ) | 272,456 | 305,245 | (258 | ) | 304,987 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 547,620 | $ | (160,831 | ) | $ | 386,789 | $ | 582,363 | $ | (146,710 | ) | $ | 435,653 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Some of the Company's trademarks and trade names are indefinite-lived for which there is no associated amortization expense or accumulated amortization. At March 31, 2015 and December 31, 2014, such indefinite-lived assets, after impairment and foreign currency translation adjustments, totaled $154.5 million and $247.5 million, respectively. Included in the above intangible assets are $36.3 million of complete technology, $91.1 million of customer contracts and relationships, and $119.4 million of trademarks and trade names acquired in connection with the Acquisition, which are based on preliminary fair value estimates. During the quarter ended March 31, 2015, the Company revised certain of its preliminary estimates of fair value and useful lives. These changes were not material and have been fully reflected in the statement of operations for the quarter ended March 31, 2015. | ||||||||||||||||||||
Estimated future intangible assets amortization expense for each of the next five years and thereafter, was as follows (in thousands): | ||||||||||||||||||||
2015 (remainder of year) | $ | 45,937 | ||||||||||||||||||
2016 | 61,160 | |||||||||||||||||||
2017 | 15,273 | |||||||||||||||||||
2018 | 15,272 | |||||||||||||||||||
2019 | 15,272 | |||||||||||||||||||
Thereafter | 79,414 | |||||||||||||||||||
| | | | | ||||||||||||||||
Total | $ | 232,328 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
FINANCING_ARRANGEMENTS
FINANCING ARRANGEMENTS | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
FINANCING ARRANGEMENTS | |||||||||||
FINANCING ARRANGEMENTS | 7. FINANCING ARRANGEMENTS | ||||||||||
Amended and Restated Credit Agreement | |||||||||||
On July 17, 2013, FTD Companies, Inc. entered into a credit agreement (the "2013 Credit Agreement") with Interflora, certain wholly-owned domestic subsidiaries of FTD Companies, Inc. party thereto as guarantors, the financial institutions party thereto from time to time, Bank of America Merrill Lynch and Wells Fargo Securities, LLC, as joint lead arrangers and book managers, and Bank of America, N.A., as administrative agent (in such capacity, the "Administrative Agent"), which provided for a $350 million five-year revolving credit facility. On July 17, 2013, FTD Companies, Inc. drew $220 million of the new $350 million revolving credit facility and used this, together with approximately $19 million of its existing cash balance, to repay amounts outstanding under its previous credit facility in full and to pay fees and expenses related to the 2013 Credit Agreement. | |||||||||||
On September 19, 2014, the Company entered into an amendment to the 2013 Credit Agreement (the "Credit Agreement Amendment"), with Interflora, the guarantors party thereto, the lenders party thereto, and the administrative agent. The Credit Agreement Amendment amended and restated the 2013 Credit Agreement in its entirety (as amended and restated, the "Amended and Restated Credit Agreement"). Among other things, the Amended and Restated Credit Agreement provided for a term loan in an aggregate principal amount of $200 million and provided for a revolving loan advance (the "Acquisition Advance") to finance the cash portion of the Acquisition purchase price. | |||||||||||
The proceeds of the term loan were used to repay a portion of outstanding revolving loans and, on December 31, 2014, the Company borrowed $120 million under the Acquisition Advance to fund the cash portion of the Acquisition purchase price. The obligations under the Amended and Restated Credit Agreement are guaranteed by certain of FTD Companies, Inc.'s wholly-owned domestic subsidiaries (together with FTD Companies, Inc., the "U.S. Loan Parties"). In addition, the obligations under the Amended and Restated Credit Agreement are secured by a lien on substantially all of the assets of the U.S. Loan Parties, including a pledge of all of the outstanding capital stock of certain direct subsidiaries of the U.S. Loan Parties (except with respect to foreign subsidiaries and certain domestic subsidiaries whose assets consist primarily of foreign subsidiary equity interests, in which case such pledge is limited to 66% of the outstanding capital stock). | |||||||||||
The interest rates applicable to borrowings under the Amended and Restated Credit Agreement are based on either LIBOR plus a margin ranging from 1.50% per annum to 2.50% per annum, or a base rate plus a margin ranging from 0.50% per annum to 1.50% per annum, calculated according to the Company's net leverage ratio. At March 31, 2015, the base rate margin was 1.0% per annum and the LIBOR margin was 2.0% per annum. In addition, the Company pays a commitment fee ranging from 0.20% per annum to 0.40% per annum on the unused portion of the revolving credit facility. The interest rates (based on LIBOR) at March 31, 2015 under the term loan and the revolving credit facility were 2.28% and 2.18%, respectively. The commitment fee rate at March 31, 2015 was 0.30%. The Amended and Restated Credit Agreement contains customary representations and warranties, events of default, affirmative covenants and negative covenants, that, among other things, require the Company to maintain compliance with a maximum net leverage ratio and a minimum consolidated fixed charge coverage ratio, and impose restrictions and limitations on, among other things, investments, dividends, share repurchases, and asset sales, and the Company's ability to incur additional debt and additional liens. | |||||||||||
The term loan is subject to amortization payments of $5 million per quarter and customary mandatory prepayments under certain conditions. In addition, during the quarter ended March 31, 2015, the Company paid down $20 million of the amounts outstanding under the revolving credit facility. The outstanding balance of the term loan and all amounts outstanding under the revolving credit facility are due upon maturity in September 2019. The future minimum principal payments through the maturity date of the Amended and Restated Credit Agreement were as follows for each of the next five years (in thousands): | |||||||||||
2015 (remainder of year) | $ | 15,000 | |||||||||
2016 | 20,000 | ||||||||||
2017 | 20,000 | ||||||||||
2018 | 20,000 | ||||||||||
2019 | 240,000 | ||||||||||
| | | | | |||||||
Total | $ | 315,000 | |||||||||
| | | | | |||||||
| | | | | |||||||
At March 31, 2015, the remaining borrowing capacity under the Amended and Restated Credit Agreement, which was reduced by $2.3 million in outstanding letters of credit, was $227.7 million. The changes in the Company's debt balances for the quarter ended March 31, 2015 were as follows (in thousands): | |||||||||||
Balance at | Repayments | Balance at | |||||||||
December 31, | of Debt | March 31, | |||||||||
2014 | 2015 | ||||||||||
Amended and Restated Credit Agreement: | |||||||||||
Revolving Credit Facility | $ | 140,000 | $ | (20,000 | ) | $ | 120,000 | ||||
Term Loan | 200,000 | (5,000 | ) | 195,000 | |||||||
| | | | | | | | | | | |
Total | $ | 340,000 | $ | (25,000 | ) | $ | 315,000 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
DERIVATIVE_INSTRUMENTS
DERIVATIVE INSTRUMENTS | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
DERIVATIVE INSTRUMENTS | ||||||||||||||||
DERIVATIVE INSTRUMENTS | 8. DERIVATIVE INSTRUMENTS | |||||||||||||||
In March 2012, the Company entered into forward starting interest rate cap instruments based on 3-month LIBOR, effective January 2015 through June 2018. The forward starting interest rate cap instruments have aggregated notional values totaling $130 million. The interest rate cap instruments are designated as cash flow hedges against expected future cash flows attributable to future 3-month LIBOR interest payments on a portion of the outstanding borrowings under the Company's Amended and Restated Credit Agreement. The gains or losses on the instruments are reported in other comprehensive income to the extent that they are effective and are reclassified into earnings when the cash flows attributable to 3-month LIBOR interest payments are recognized in earnings. | ||||||||||||||||
The estimated fair values and notional values of outstanding derivative instruments at March 31, 2015 and December 31, 2014 were as follows (in thousands): | ||||||||||||||||
Estimated Fair Value of | Notional Value of | |||||||||||||||
Derivative Instruments | Derivative Instruments | |||||||||||||||
Balance Sheet | March 31, | December 31, | March 31, | December 31, | ||||||||||||
Location | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Derivative Assets: | ||||||||||||||||
Interest rate caps | Other assets | $ | 225 | $ | 370 | $ | 130,000 | $ | 130,000 | |||||||
The Company recognized the following losses from derivatives, before tax, in other comprehensive income (loss) (in thousands): | ||||||||||||||||
Quarter Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
Derivatives Designated as Cash Flow Hedging Instruments: | ||||||||||||||||
Interest rate caps | $ | (144 | ) | $ | (374 | ) | ||||||||||
The effective portion, before tax effect, of the Company's interest rate caps designated as cash flow hedging instruments was $1.6 million and $1.5 million at March 31, 2015 and December 31, 2014, respectively, $0.5 million of which was expected to be reclassified from accumulated other comprehensive loss into interest expense in the consolidated statements of operations within the next twelve months. During the quarter ended March 31, 2015, $0.1 million was reclassified from accumulated other comprehensive loss into interest expense in the condensed consolidated statements of operations. No amounts were reclassified out of accumulated other comprehensive loss during the quarter ended March 31, 2014. | ||||||||||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||||||
FAIR VALUE MEASUREMENTS | 9. FAIR VALUE MEASUREMENTS | |||||||||||||||||||
The following table presents estimated fair values of financial assets and liabilities and derivative instruments that were required to be measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Total | Level 1 | Level 2 | Total | Level 1 | Level 2 | |||||||||||||||
Assets: | ||||||||||||||||||||
Money market funds | $ | 37,310 | $ | 36,965 | $ | 345 | $ | 56,595 | $ | 55,350 | $ | 1,245 | ||||||||
Derivative assets | 225 | — | 225 | 370 | — | 370 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 37,535 | $ | 36,965 | $ | 570 | $ | 56,965 | $ | 55,350 | $ | 1,615 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities: | ||||||||||||||||||||
Non-qualified deferred compensation plan | $ | 9,649 | $ | — | $ | 9,649 | $ | 11,617 | $ | — | $ | 11,617 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 9,649 | $ | — | $ | 9,649 | $ | 11,617 | $ | — | $ | 11,617 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Provide Commerce has an executive deferred compensation plan for key management level employees in which the employees may elect to defer receipt of current compensation. This plan is intended to be an unfunded, non-qualified deferred compensation plan that complies with the provisions of section 409A of the Internal Revenue Code. At the time of the Acquisition, contributions to the plan were suspended except those relating to any compensation earned but not yet paid as of the date of the Acquisition. The plan assets, which consist primarily of life insurance contracts recorded at their cash surrender value, were $12.6 million and $12.5 million at March 31, 2015 and December 31, 2014, respectively, and are included in other assets in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||||
The Company estimated the fair value of its long-term debt using a discounted cash flow approach that incorporates a market interest yield curve with adjustments for duration and risk profile. In determining the market interest yield curve, the Company considered, among other factors, its estimated credit spread. At March 31, 2015, the Company estimated its credit spread as 1.8% and 2.5% for the term loan and revolving credit facility, respectively, resulting in yield-to-maturity estimates for the term loan and revolving credit facility of 3.1% and 3.7%, respectively. At December 31, 2014, the Company estimated its credit spread as 2.0% and 2.6% for the term loan and revolving credit facility, respectively, resulting in yield-to-maturity estimates for the term loan and revolving credit facility of 3.6% and 4.2%, respectively. The table below summarizes the carrying amounts and estimated fair values for long-term debt (in thousands): | ||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Estimated | Estimated | |||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||
Amount | Level 2 | Amount | Level 2 | |||||||||||||||||
Long-term debt, including current portion | $ | 315,000 | $ | 314,849 | $ | 340,000 | $ | 338,223 | ||||||||||||
Fair value approximates the carrying amount of financing receivables because such receivables are discounted at a rate comparable to market. Fair values of cash and cash equivalents, short-term accounts receivable, accounts payable, and accrued liabilities approximate their carrying amounts because of their short-term nature. | ||||||||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2015 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS' EQUITY |
Common Stock Repurchases | |
On February 27, 2014, the Company's board of directors authorized a common stock repurchase program (the "Repurchase Program") that allows FTD Companies, Inc. to repurchase up to $50 million of its common stock from time to time over a two-year period in both open market and privately negotiated transactions. Repurchased shares generally will be held in treasury pending use for general corporate purposes, including issuances under various employee and director stock plans. No purchases were made under the Repurchase Program prior to 2015. As of March 31, 2015, the Company has repurchased 331,084 shares under the Repurchase Program at an average cost per share of $30.20. In addition, during April 2015, the Company repurchased an additional 341,958 shares under the Repurchase Program at an average cost per share of $29.24. | |
Upon vesting of RSUs or exercise of stock options, the Company does not collect the minimum statutory withholding taxes in cash from employees. Instead, the Company automatically withholds, from the RSUs that vest or stock options exercised, the portion of those shares with a fair market value equal to the amount of the minimum statutory withholding taxes due. The withheld shares are accounted for as repurchases of common stock but are not considered repurchases under the Repurchase Program. The Company then pays the minimum statutory withholding taxes in cash. During the quarter ended March 31, 2015, 157,537 RSUs vested for which 58,785 shares were withheld to cover the minimum statutory withholding taxes of $2.0 million. | |
INCENTIVE_COMPENSATION_PLANS
INCENTIVE COMPENSATION PLANS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
INCENTIVE COMPENSATION PLANS | ||||||||
INCENTIVE COMPENSATION PLANS | 11. INCENTIVE COMPENSATION PLANS | |||||||
The FTD Companies, Inc. Amended and Restated 2013 Incentive Compensation Plan (the "2013 Plan") authorizes the granting of awards to employees and non-employee directors, including stock options, stock appreciation rights, restricted stock units ("RSUs") and other stock-based awards. Under the 2013 Plan, 1.6 million shares of FTD common stock have been reserved for issuance of awards. At March 31, 2015, the Company had less than 0.1 million shares available for issuance under the 2013 Plan. | ||||||||
On March 9, 2015, the Company granted RSUs to certain employees totaling 0.3 million shares. The RSUs granted will generally vest in four equal annual installments beginning on February 15, 2016. The RSUs were granted with an exercise price of $34.44, the market value of the underlying stock on the grant date. | ||||||||
The following table summarizes the non-cash stock-based compensation incurred under the 2013 Plan for the quarters ended March 31, 2015 and 2014, respectively, that has been included in the condensed consolidated statements of operations (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Cost of revenues | $ | 15 | $ | 33 | ||||
Sales and marketing | 457 | 516 | ||||||
General and administrative | 1,470 | 1,113 | ||||||
| | | | | | | | |
Total stock-based compensation | $ | 1,942 | $ | 1,662 | ||||
| | | | | | | | |
| | | | | | | | |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
INCOME TAXES | |
INCOME TAXES | 12. INCOME TAXES |
During the quarter ended March 31, 2015, the Company recorded a tax benefit of $0.1 million on pre-tax income of $1.9 million, compared to a tax provision of $5.1 million on pre-tax income of $14.7 million for the quarter ended March 31, 2014. The effective tax rate decreased primarily due to a decrease in income earned in a higher rate jurisdiction as well as a reduction in the statutory tax rate in a foreign jurisdiction. | |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
EARNINGS PER SHARE | ||||||||
EARNINGS PER SHARE | 13. EARNINGS PER SHARE | |||||||
Certain of the Company's RSUs are considered participating securities because they contain a non-forfeitable right to dividends irrespective of whether dividends are actually declared or paid or the awards ultimately vest. Accordingly, the Company computes earnings per share pursuant to the two-class method in accordance with ASC 260, Earnings Per Share. | ||||||||
The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except share and per share amounts): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Numerator: | ||||||||
Net income | $ | 2,034 | $ | 9,620 | ||||
Income allocated to participating securities | (32 | ) | (203 | ) | ||||
| | | | | | | | |
Net income attributable to common stockholders | $ | 2,002 | $ | 9,417 | ||||
| | | | | | | | |
| | | | | | | | |
Denominator: | ||||||||
Basic average common shares outstanding | 29,217,246 | 18,876,959 | ||||||
| | | | | | | | |
| | | | | | | | |
Add: Dilutive effect of non-participating securities | 66,574 | 53,064 | ||||||
| | | | | | | | |
Diluted average common shares outstanding | 29,283,820 | 18,930,023 | ||||||
| | | | | | | | |
| | | | | | | | |
Basic earnings per common share | $ | 0.07 | $ | 0.5 | ||||
| | | | | | | | |
| | | | | | | | |
Diluted earnings per common share | $ | 0.07 | $ | 0.5 | ||||
| | | | | | | | |
| | | | | | | | |
In connection with the Acquisition, the Company issued 10,203,010 shares of FTD common stock to Liberty. The diluted earnings per common share computations exclude stock options and RSUs which are antidilutive. Weighted-average antidilutive shares for the quarter ended March 31, 2015 were 0.3 million. | ||||||||
RESTRUCTURING_AND_OTHER_EXIT_C
RESTRUCTURING AND OTHER EXIT COSTS | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
RESTRUCTURING AND OTHER EXIT COSTS | |||||
RESTRUCTURING AND OTHER EXIT COSTS | 14. RESTRUCTURING AND OTHER EXIT COSTS | ||||
Restructuring and other exit costs were as follows (in thousands): | |||||
Accrued restructuring and other exit costs as of December 31, 2014 | $ | 2,144 | |||
Restructuring and other exit costs | 2,168 | ||||
Cash paid for restructuring and other exit costs | (18 | ) | |||
| | | | | |
Accrued restructuring and other exit costs as of March 31, 2015 | $ | 4,294 | |||
| | | | | |
| | | | | |
During the quarter ended March 31, 2015, the Company incurred restructuring and other exit costs of $2.2 million primarily related to severance, lease termination costs related to the shutdown of certain of the Provide Commerce developing businesses, as well as other headcount reductions related to the integration of the Provide Commerce and legacy FTD businesses. The Company paid $0.1 million of restructuring and other exit costs during the quarter ended March 31, 2014. | |||||
CONTINGENCIESLEGAL_MATTERS
CONTINGENCIES-LEGAL MATTERS | 3 Months Ended |
Mar. 31, 2015 | |
CONTINGENCIES-LEGAL MATTERS | |
CONTINGENCIES-LEGAL MATTERS | 15. CONTINGENCIES—LEGAL MATTERS |
In 2010, FTD.COM and Classmates, Inc. (a wholly-owned subsidiary of United Online) received subpoenas from the Attorney General for the State of Kansas and the Attorney General for the State of Maryland, respectively. These subpoenas were issued on behalf of a Multistate Work Group that consists of the Attorneys General for the following states: Alabama, Alaska, Delaware, Florida, Idaho, Illinois, Kansas, Maine, Maryland, Michigan, Nebraska, New Mexico, New Jersey, North Dakota, Ohio, Oregon, Pennsylvania, South Dakota, Texas, Vermont, Washington, and Wisconsin. The primary focus of the inquiry concerns certain post transaction sales practices in which these companies previously engaged with certain third party vendors. In the second quarter of 2012, FTD.COM and Classmates, Inc. received an offer of settlement from the Multistate Work Group consisting of certain injunctive relief and the consideration of two areas of monetary relief: (1) restitution to consumers and (2) a $20 million payment by these companies for the violations alleged by the Multistate Work Group and to reimburse the Multistate Work Group for its investigation costs. FTD.COM and Classmates, Inc. rejected the Multistate Work Group's offer. FTD.COM and Classmates, Inc. have since had ongoing discussions with the Multistate Work Group regarding a negotiated resolution, with the most recent proposal made by the companies on December 23, 2014 to resolve the matter without admitting liability by making a settlement payment in an aggregate amount of $8 million relating to both companies and $2.5 million restitution by Classmates, Inc. to a group of purchasers of its subscription services. On January 15, 2015, the Multistate Work Group responded to the companies' December 23, 2014 offer with a counter offer seeking a payment from FTD.COM and Classmates, Inc. of $8 million and restitution from Classmates, Inc. of $3 million. In March 2015, FTD.COM and Classmates, Inc. accepted the Multistate Work Group's latest counter offer. The settlement remains subject to final documentation and court approval in each of the States listed above. | |
The Company cannot predict the outcome of these or any other governmental investigations or other legal actions or their potential implications for its business. There are no assurances that additional governmental investigations or other legal actions will not be instituted in connection with the Company's former post-transaction sales practices or other current or former business practices. | |
The Separation and Distribution Agreement which was executed between FTD and United Online in connection with the Company's November 2013 separation from United Online ("the Separation") provides United Online with the right to control the litigation and settlement of certain litigation matters that relate to United Online, its predecessors and its consolidated subsidiaries and the Company, its predecessors and its consolidated subsidiaries, and which were asserted before the Separation, as well as specified litigation matters which are asserted after the Separation. These matters include the ongoing matters relating to the Company's former post-transaction sales practices or other current or former business practices described above. The Separation and Distribution Agreement also provides for the allocation of liabilities and expenses between United Online and the Company with respect to these matters. It also establishes procedures with respect to claims subject to indemnification, insurance claims, and related matters. The Company and United Online may not prevail in existing or future claims and any judgments against the Company, or settlement or resolution of such claims may involve the payment of significant sums, including damages, fines, penalties, or assessments, or changes to the Company's business practices. | |
In December 2008, Interflora, Inc. (in which the Company has a two-thirds ownership interest) and Interflora issued proceedings against Marks and Spencer plc ("Marks and Spencer") seeking injunctive relief, damages, interest, and costs in an action claiming infringement of U.K. trademark registration number 1329840 and European Community trademark registration number 909838, both for the word "Interflora". Marks and Spencer did not make a counterclaim. In July 2009, the High Court of Justice of England and Wales (the "High Court"), referred certain questions to the Court of Justice of European Union ("CJEU") for a preliminary ruling. In September 2011, the CJEU handed down its judgment on the questions referred by the High Court. In February 2012, the High Court scheduled the trial for April 2013. In September 2012, Interflora executed an indemnity agreement by which Interflora agreed to indemnify Interflora, Inc. against all losses and expenses arising out of this action which Interflora, Inc. may incur after July 10, 2012. The trial in this matter concluded in April 2013. In May 2013, the High Court ruled that Marks and Spencer infringed the Interflora trademarks. In June 2013, the High Court issued an injunction prohibiting Marks and Spencer from infringing the Interflora trademarks in specified jurisdictions and ordered Marks and Spencer to provide certain disclosures in order for damages to be quantified. The High Court granted Marks and Spencer permission to appeal the ruling. The appeal was heard by the Court of Appeal at a hearing held July 8-10, 2014. On November 5, 2014, the Court of Appeal issued its judgment upholding the appeal but did not determine the case in favor of either party, and instead remitted the case for a retrial by the High Court. On November 12, 2014, the Court of Appeal determined the order from its judgment, which became effective as of November 18, 2014, setting aside the order of the High Court from June of 2013. Pursuant to the order, Interflora made an interim payment of $0.3 million to Marks and Spencer towards the cost of the appeal and repaid the $1.8 million payment on account of its costs of the first High Court trial that Marks and Spencer was ordered to pay to Interflora in 2013. The part of the order lifting the injunction prohibiting Marks and Spencer from infringing the Interflora trademarks was lifted on December 2, 2014. No date or other directions have been set for the retrial. | |
Commencing on August 19, 2009, the first of a series of consumer class action lawsuits was brought against Provide Commerce, Inc. and co-defendant Regent Group, Inc. d/b/a Encore Marketing International ("EMI"). These cases were ultimately consolidated during the next three years into Case No. 09 CV 2094 in the United States District Court for the Southern District of California under the title In re EasySaver Rewards Litigation. Plaintiffs' claims arise from their online enrollment in subscription based membership programs known as EasySaver Rewards, RedEnvelope Rewards, and Preferred Buyers Pass (collectively the "Membership Programs"). Plaintiffs claim that after they ordered items from certain of Provide Commerce's websites, they were presented with an offer to enroll in one of the Membership Programs, each of which is offered and administered by EMI. Plaintiffs purport to represent a putative nationwide class of consumers allegedly damaged by Provide Commerce's purported unauthorized or otherwise allegedly improper transferring of the putative class members' billing information to EMI, who then posted allegedly unauthorized charges to their credit or debit card accounts for membership fees for the Membership Programs. On February 22, 2010, Provide Commerce and EMI respectively filed motions to dismiss. On August 13, 2010, the court entered an order granting in part and denying in part the motions. Between August 13, 2010 and December 2011, plaintiffs filed various amended complaints and added or dismissed certain named plaintiffs. Plaintiffs filed the fourth amended complaint on December 14, 2011. The fourth amended complaint is the operative complaint. Plaintiffs assert ten claims against Provide Commerce and EMI in the fourth amended complaint: (1) breach of contract (against Provide Commerce only); (2) breach of contract (against EMI only); (3) breach of implied covenant of good faith and fair dealing; (4) fraud; (5) violations of the California Consumers Legal Remedies Act; (6) unjust enrichment; (7) violation of the Electronic Funds Transfer Act (against EMI only); (8) invasion of privacy; (9) negligence; and (10) violations of the Unfair Competition Law. Plaintiffs assert their claims individually and on behalf of a putative nationwide class. Plaintiffs sought damages, attorneys' fees, and costs. Provide Commerce and EMI filed motions to dismiss the claims of plaintiffs Lawler, Walters, Cox, and Dickey on January 24, 2012. The motions to dismiss were fully briefed as of February 23, 2012, but the court had not yet conducted a hearing or ruled on the motions. The parties participated in numerous settlement conferences and mediations throughout the case in an effort to resolve this matter. On April 9, 2012, the parties reached an agreement on the high level terms of a settlement, conditioned on the parties negotiating and executing a complete written agreement. In the weeks following April 9, 2012, the parties negotiated a formal written settlement agreement ("Settlement"). Upon reaching the Settlement, the hearing on the motions to dismiss was vacated, and Provide Commerce and EMI have not answered the fourth amended complaint in light of the Settlement. The court granted the plaintiffs' unopposed motion for preliminary approval of the Settlement on June 13, 2012. After notice to the class and briefing by the parties, the court conducted a final approval hearing (also known as a fairness hearing) on January 28, 2013, and took the matter under submission at the conclusion of the hearing. On February 4, 2013, the court entered its final order approving class action settlement, granting plaintiffs' motion for attorneys' fees, costs, and incentive awards, and overruling objections filed by a single objector to the Settlement. The court entered judgment on the settlement on February 21, 2013. The objector filed a notice of appeal with the Ninth Circuit Court of Appeals on March 4, 2013. After the completion of briefing, the Ninth Circuit set oral argument on the appeal for February 2, 2015. But on January 29, 2015, the Ninth Circuit entered an order deferring argument and resolution of the appeal pending the Ninth Circuit's decision in a matter captioned Frank v. Netflix, No. 12 15705+. The Ninth Circuit issued its opinion in Frank v. Netflix, No. 12 15705+ on February 27, 2015, affirming the district court's approval of a settlement between Walmart and a class of Netflix DVD subscribers. On March 19, 2015, the Ninth Circuit entered an order vacating the judgment in this matter and remanding it to the district court for further proceedings consistent with Frank v. Netflix. The Ninth Circuit's mandate issued on April 14, 2015, and the matter is now pending before the district court to consider final approval of the Settlement in light of Frank v. Netflix. On April 23, 2015, the district court entered an order reopening the case and ordering the parties to jointly submit a memorandum summarizing the import of the Frank v. Netflix decision and stating their intentions going forward. On May 4, 2015, such memorandum was filed by the parties and the objector also filed his own memorandum regarding these same topics on such date. The issue of whether the Settlement should receive final approval presently remains pending before the district court. | |
The Company records a liability when it believes that it is both probable that a loss has been incurred, and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued, and makes adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount. The Company may be unable to estimate a possible loss or range of possible loss due to various reasons, including, among others: (i) if the damages sought are indeterminate, (ii) if the proceedings are in early stages, (iii) if there is uncertainty as to the outcome of pending appeals, motions or settlements, (iv) if there are significant factual issues to be determined or resolved, and (v) if there are novel or unsettled legal theories presented. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. At both March 31, 2015 and December 31, 2014, the Company had reserves totaling $5.4 million for estimated losses related to certain legal matters. With respect to other legal matters, the Company has determined, based on its current knowledge, that the amount of possible loss or range of loss, including any reasonably possible losses in excess of amounts already accrued, is not reasonably estimable. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company's control. As such, there can be no assurance that the final outcome of these matters will not materially and adversely affect the Company's business, financial condition, results of operations, or cash flows. | |
SUPPLEMENTAL_CASH_FLOW_INFORMA
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | 16. SUPPLEMENTAL CASH FLOW INFORMATION | |||||||
The following table sets forth supplemental cash flow disclosures (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Cash paid for interest | $ | 2,156 | $ | 1,204 | ||||
Cash paid for income taxes, net | $ | 1,849 | $ | 1,533 | ||||
DESCRIPTION_OF_BUSINESS_BASIS_1
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS | |
Basis of Presentation | Basis of Presentation |
These interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), including those for interim financial information, and with the instructions for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (the "SEC"). Accordingly, such financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of financial position and operating results for the periods presented. The results of operations for such periods are not necessarily indicative of the results expected for any future periods. The condensed consolidated balance sheet information at December 31, 2014, was derived from the Company's audited consolidated financial statements, included in the Company's Annual Report on Form 10-K ("Form 10-K") for the year ended December 31, 2014, but does not include all of the disclosures required by GAAP. | |
The condensed consolidated financial statements reflect the historical financial position, results of operations, and cash flows of the Company. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make accounting policy elections, estimates, and assumptions that affect a number of reported amounts and related disclosures in the condensed consolidated financial statements. Management bases its estimates on historical experience and assumptions that it believes are reasonable. Actual results could differ from those estimates and assumptions. The most significant areas of the condensed consolidated financial statements that require management's judgment include the Company's revenue recognition, goodwill, indefinite-lived intangible assets and other long-lived assets, allowance for doubtful accounts, income taxes, software capitalization, legal contingencies, and preliminary estimates of fair values of assets acquired and liabilities assumed with the Acquisition. | |
These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Form 10-K for the year ended December 31, 2014. | |
Emerging Growth Company Reporting Requirements | "Emerging Growth Company" Reporting Requirements |
The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act. As an "emerging growth company," the Company has elected to take advantage of the extended transition period for complying with new or revised accounting standards until such standards are also applicable to private companies. As a result of this election, the Company's consolidated financial statements may not be comparable to companies that comply with non-emerging growth companies' effective dates for such new or revised standards. Further, as a result of the Acquisition, the Company anticipates that it will no longer qualify as an "emerging growth company" as of December 31, 2015. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, as codified in FASB Accounting Standards Codification ("ASC") 740. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU were effective for the Company beginning January 1, 2015. The amendments were applied prospectively to all unrecognized tax benefits that existed at the effective date. This update did not have a material impact on the Company's consolidated financial statements. | |
In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The amendments in this ASU affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The amendments in this ASU require an entity to recognize revenue related to the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Tentatively, the amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2017. Adoption is permitted for fiscal years and interim periods beginning after December 15, 2016. The Company is currently assessing the impact of this update on its consolidated financial statements. | |
In January 2015, FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items, which eliminates the concept of extraordinary items from GAAP. The amendments in this ASU eliminate the requirement that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2015. The amendments should be applied prospectively and retrospective application is permitted. The Company does not expect this update to have a material impact on its consolidated financial statements. | |
In April 2015, FASB issued ASU No. 2015-03, Interest—Imputation of Interest, which simplifies the presentation of debt issuance costs by requiring debt issuance costs related to a debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments in this ASU will be effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2015. The amendments should be applied on a retrospective basis. The Company expects that this update will reduce both other assets and the outstanding debt balance by approximately $6 million as of March 31, 2015. | |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
ACQUISITIONS | |||||
Schedule of preliminary estimates of fair value of the assets acquired and liabilities assumed, including the effects of immaterial adjustments to the preliminary purchase price allocation | The following table summarizes the preliminary estimates of fair value of the assets acquired and liabilities assumed, including the effects of immaterial adjustments to the preliminary purchase price allocation (in thousands): | ||||
Preliminary | |||||
Estimate of | |||||
Fair Value | |||||
Net liabilities assumed: | |||||
Cash | $ | 38,081 | |||
Accounts receivable | 8,215 | ||||
Inventories | 18,909 | ||||
Prepaid expenses | 11,550 | ||||
Other assets | 14,931 | ||||
Property and equipment | 43,500 | ||||
Accounts payable and accrued liabilities | (82,186 | ) | |||
Deferred tax liabilities, net | (86,402 | ) | |||
Other liabilities | (13,754 | ) | |||
| | | | | |
Total net liabilities assumed | (47,156 | ) | |||
| | | | | |
Intangible assets acquired: | |||||
Trademarks and trade names | 119,400 | ||||
Customer contracts and relationships | 91,100 | ||||
Complete technology | 36,300 | ||||
| | | | | |
Total intangible assets acquired | 246,800 | ||||
| | | | | |
Goodwill | 310,257 | ||||
| | | | | |
Total purchase price | $ | 509,901 | |||
| | | | | |
| | | | | |
Schedule of unaudited pro forma consolidated financial information | |||||
(in thousands, except per share amounts) | For the Quarter | ||||
Ended March 31, 2014 | |||||
Revenues | $ | 381,908 | |||
Net income | $ | 1,513 | |||
Basic and diluted earnings per share | $ | 0.05 | |||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SEGMENT INFORMATION | ||||||||
Schedule of reconciliation of segment revenues to consolidated revenues | ||||||||
Below is a reconciliation of segment revenues to consolidated revenues (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Products revenues: | ||||||||
Consumer | $ | 88,070 | $ | 87,616 | ||||
Florist | 16,383 | 16,275 | ||||||
International | 48,754 | 54,067 | ||||||
Provide Commerce | 183,236 | — | ||||||
| | | | | | | | |
Segment products revenues | $ | 336,443 | $ | 157,958 | ||||
Services revenues: | ||||||||
Florist | $ | 29,621 | $ | 29,835 | ||||
International | 6,502 | 6,930 | ||||||
| | | | | | | | |
Segment services revenues | $ | 36,123 | $ | 36,765 | ||||
Intersegment eliminations | (4,785 | ) | (4,870 | ) | ||||
| | | | | | | | |
Consolidated revenues | $ | 367,781 | $ | 189,853 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of intersegment revenues by segment | Intersegment revenues by segment were as follows (in thousands): | |||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Intersegment revenues: | ||||||||
Consumer | $ | (4,704 | ) | $ | (4,786 | ) | ||
Florist | (81 | ) | (84 | ) | ||||
| | | | | | | | |
Total intersegment revenues | $ | (4,785 | ) | $ | (4,870 | ) | ||
| | | | | | | | |
| | | | | | | | |
Schedule of reconciliation of segment operating income to consolidated operating income and income before income taxes | ||||||||
Below is a reconciliation of segment operating income to consolidated operating income and income before income taxes (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Segment operating income(a): | ||||||||
Consumer | $ | 7,470 | $ | 8,090 | ||||
Florist | 14,147 | 13,168 | ||||||
International | 7,977 | 8,034 | ||||||
Provide Commerce | 8,912 | — | ||||||
| | | | | | | | |
Total segment operating income | 38,506 | 29,292 | ||||||
Unallocated expenses(b) | (13,511 | ) | (6,839 | ) | ||||
Depreciation expense and amortization of intangible assets | (20,755 | ) | (6,927 | ) | ||||
| | | | | | | | |
Operating income | 4,240 | 15,526 | ||||||
Interest expense, net | (2,308 | ) | (1,238 | ) | ||||
Other (expense) income, net | (11 | ) | 386 | |||||
| | | | | | | | |
Income before income taxes | $ | 1,921 | $ | 14,674 | ||||
| | | | | | | | |
| | | | | | | | |
(a) | Segment operating income is operating income excluding depreciation, amortization, litigation and dispute settlement charges or gains, transaction and integration-related costs, and restructuring and other exit costs. Stock-based compensation and general corporate expenses are not allocated to the segments. Segment operating income is prior to intersegment eliminations and excludes other income (expense). | |||||||
(b) | Unallocated expenses include various corporate costs, such as corporate finance, legal, and human resources costs. In addition, unallocated expenses include stock-based compensation for all eligible Company employees, restructuring and other exit costs, transaction and integration-related costs, and litigation and dispute settlement charges or gains. | |||||||
Schedule of geographic revenues to external customers | ||||||||
Geographic revenues to external customers were as follows for the periods presented (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
U.S. | $ | 312,525 | $ | 128,856 | ||||
U.K. | 55,256 | 60,997 | ||||||
| | | | | | | | |
Consolidated revenues | $ | 367,781 | $ | 189,853 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of geographic information for long-lived assets | Geographic information for long-lived assets, consisting of amortizable intangible assets, property and equipment and other non-current assets, was as follows (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
U.S. | $ | 324,280 | $ | 272,659 | ||||
U.K. | 7,953 | 8,335 | ||||||
| | | | | | | | |
Total long-lived assets | $ | 332,233 | $ | 280,994 | ||||
| | | | | | | | |
| | | | | | | | |
BALANCE_SHEET_COMPONENTS_Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
BALANCE SHEET COMPONENTS | ||||||||
Schedule of credit quality of financing receivables | Credit quality of financing receivables was as follows (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Current | $ | 10,719 | $ | 10,913 | ||||
Past due | 1,467 | 3,268 | ||||||
| | | | | | | | |
Total | $ | 12,186 | $ | 14,181 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of aging of past due financing receivables | ||||||||
The aging of past due financing receivables was as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Current | $ | 10,719 | $ | 10,913 | ||||
Past due: | ||||||||
1 - 150 days past due | 145 | 147 | ||||||
151 - 364 days past due | 212 | 163 | ||||||
365 - 730 days past due | 197 | 244 | ||||||
731 or more days past due | 913 | 2,714 | ||||||
| | | | | | | | |
Total | $ | 12,186 | $ | 14,181 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of allowance for credit losses and the recorded investment in financing receivables | The allowance for credit losses and the recorded investment in financing receivables were as follows (in thousands): | |||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Allowance for credit losses: | ||||||||
Balance at January 1 | $ | 3,200 | $ | 3,213 | ||||
Provision | 87 | 27 | ||||||
Write-offs charged against allowance | (1,905 | ) | (21 | ) | ||||
| | | | | | | | |
Balance at March 31 | $ | 1,382 | $ | 3,219 | ||||
| | | | | | | | |
| | | | | | | | |
Ending balance collectively evaluated for impairment | $ | 1,365 | $ | 3,218 | ||||
| | | | | | | | |
| | | | | | | | |
Ending balance individually evaluated for impairment | $ | 17 | $ | 1 | ||||
| | | | | | | | |
| | | | | | | | |
Recorded investments in financing receivables: | ||||||||
Balance collectively evaluated for impairment | $ | 1,493 | $ | 3,335 | ||||
| | | | | | | | |
| | | | | | | | |
Balance individually evaluated for impairment | $ | 10,693 | $ | 11,377 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land and improvements | $ | 1,602 | $ | 1,614 | ||||
Buildings and improvements | 16,112 | 16,203 | ||||||
Leasehold improvements | 19,070 | 16,092 | ||||||
Computer equipment | 29,567 | 27,144 | ||||||
Computer software | 40,716 | 38,409 | ||||||
Furniture and fixtures | 17,235 | 12,705 | ||||||
| | | | | | | | |
124,302 | 112,167 | |||||||
Accumulated depreciation | (53,311 | ) | (48,560 | ) | ||||
| | | | | | | | |
Total | $ | 70,991 | $ | 63,607 | ||||
| | | | | | | | |
| | | | | | | | |
GOODWILL_INTANGIBLE_ASSETS_AND1
GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS | ||||||||||||||||||||
Schedule of changes in the net carrying amount of goodwill | ||||||||||||||||||||
The changes in the net carrying amount of goodwill for the quarter ended March 31, 2015 were as follows (in thousands): | ||||||||||||||||||||
Consumer | Florist | International | Provide | Total | ||||||||||||||||
Commerce | ||||||||||||||||||||
Goodwill at December 31, 2014 | $ | 133,226 | $ | 109,651 | $ | 92,259 | $ | 297,076 | $ | 632,212 | ||||||||||
Foreign currency translation | — | — | (4,496 | ) | — | (4,496 | ) | |||||||||||||
Provide Commerce acquisition(a) | — | — | — | 13,181 | 13,181 | |||||||||||||||
| | | | | | | | | | | | | | | | | ||||
Goodwill at March 31, 2015 | $ | 133,226 | $ | 109,651 | $ | 87,763 | $ | 310,257 | $ | 640,897 | ||||||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
(a) | Adjustments to goodwill include immaterial revisions to preliminary fair value amounts and the final working capital adjustment, which were recorded during the quarter ended March 31, 2015. | |||||||||||||||||||
Schedule of intangible assets | Intangible assets are primarily related to the acquisition of Provide Commerce in December 2014 and the acquisition of the Company by United Online in August 2008 and consist of the following (in thousands): | |||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||
Value | Amortization | Value | Amortization | |||||||||||||||||
Complete technology | $ | 77,528 | $ | (43,008 | ) | $ | 34,520 | $ | 77,847 | $ | (41,480 | ) | $ | 36,367 | ||||||
Customer contracts and relationships | 195,313 | (115,500 | ) | 79,813 | 199,271 | (104,972 | ) | 94,299 | ||||||||||||
Trademarks and trade names | 274,779 | (2,323 | ) | 272,456 | 305,245 | (258 | ) | 304,987 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 547,620 | $ | (160,831 | ) | $ | 386,789 | $ | 582,363 | $ | (146,710 | ) | $ | 435,653 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Schedule of estimated future intangible assets amortization expense | Estimated future intangible assets amortization expense for each of the next five years and thereafter, was as follows (in thousands): | |||||||||||||||||||
2015 (remainder of year) | $ | 45,937 | ||||||||||||||||||
2016 | 61,160 | |||||||||||||||||||
2017 | 15,273 | |||||||||||||||||||
2018 | 15,272 | |||||||||||||||||||
2019 | 15,272 | |||||||||||||||||||
Thereafter | 79,414 | |||||||||||||||||||
| | | | | ||||||||||||||||
Total | $ | 232,328 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
FINANCING_ARRANGEMENTS_Tables
FINANCING ARRANGEMENTS (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
FINANCING ARRANGEMENTS | |||||||||||
Schedule of future minimum principal payments | The future minimum principal payments through the maturity date of the Amended and Restated Credit Agreement were as follows for each of the next five years (in thousands): | ||||||||||
2015 (remainder of year) | $ | 15,000 | |||||||||
2016 | 20,000 | ||||||||||
2017 | 20,000 | ||||||||||
2018 | 20,000 | ||||||||||
2019 | 240,000 | ||||||||||
| | | | | |||||||
Total | $ | 315,000 | |||||||||
| | | | | |||||||
| | | | | |||||||
Schedule of changes in debt balances | The changes in the Company's debt balances, for the quarter ended March 31, 2015 were as follows (in thousands): | ||||||||||
Balance at | Repayments | Balance at | |||||||||
December 31, | of Debt | March 31, | |||||||||
2014 | 2015 | ||||||||||
Amended and Restated Credit Agreement: | |||||||||||
Revolving Credit Facility | $ | 140,000 | $ | (20,000 | ) | $ | 120,000 | ||||
Term Loan | 200,000 | (5,000 | ) | 195,000 | |||||||
| | | | | | | | | | | |
Total | $ | 340,000 | $ | (25,000 | ) | $ | 315,000 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
DERIVATIVE_INSTRUMENTS_Tables
DERIVATIVE INSTRUMENTS (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
DERIVATIVE INSTRUMENTS | ||||||||||||||||
Schedule of estimated fair values and notional values of outstanding derivative instruments | ||||||||||||||||
The estimated fair values and notional values of outstanding derivative instruments at March 31, 2015 and December 31, 2014 were as follows (in thousands): | ||||||||||||||||
Estimated Fair Value of | Notional Value of | |||||||||||||||
Derivative Instruments | Derivative Instruments | |||||||||||||||
Balance Sheet | March 31, | December 31, | March 31, | December 31, | ||||||||||||
Location | 2015 | 2014 | 2015 | 2014 | ||||||||||||
Derivative Assets: | ||||||||||||||||
Interest rate caps | Other assets | $ | 225 | $ | 370 | $ | 130,000 | $ | 130,000 | |||||||
Schedule of gains (losses) from derivatives, before tax, recognized in other comprehensive loss | The Company recognized the following losses from derivatives, before tax, in other comprehensive income (loss) (in thousands): | |||||||||||||||
Quarter Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
Derivatives Designated as Cash Flow Hedging Instruments: | ||||||||||||||||
Interest rate caps | $ | (144 | ) | $ | (374 | ) | ||||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||||||
Schedule of estimated fair values of financial assets and derivative instruments measured at fair value on a recurring basis | 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): | |||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Total | Level 1 | Level 2 | Total | Level 1 | Level 2 | |||||||||||||||
Assets: | ||||||||||||||||||||
Money market funds | $ | 37,310 | $ | 36,965 | $ | 345 | $ | 56,595 | $ | 55,350 | $ | 1,245 | ||||||||
Derivative assets | 225 | — | 225 | 370 | — | 370 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 37,535 | $ | 36,965 | $ | 570 | $ | 56,965 | $ | 55,350 | $ | 1,615 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities: | ||||||||||||||||||||
Non-qualified deferred compensation plan | $ | 9,649 | $ | — | $ | 9,649 | $ | 11,617 | $ | — | $ | 11,617 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 9,649 | $ | — | $ | 9,649 | $ | 11,617 | $ | — | $ | 11,617 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Summary of the carrying amount and estimated fair values for long-term debt | The table below summarizes the carrying amounts and estimated fair values for long-term debt (in thousands): | |||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Estimated | Estimated | |||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||
Amount | Level 2 | Amount | Level 2 | |||||||||||||||||
Long-term debt, including current portion | $ | 315,000 | $ | 314,849 | $ | 340,000 | $ | 338,223 | ||||||||||||
INCENTIVE_COMPENSATION_PLANS_T
INCENTIVE COMPENSATION PLANS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
INCENTIVE COMPENSATION PLANS | ||||||||
Summary of the non-cash stock-based compensation, incurred under the 2013 Plan and the United Online stock-based compensation plans | ||||||||
The following table summarizes the non-cash stock-based compensation incurred under the 2013 Plan for the quarters ended March 31, 2015 and 2014, respectively, that has been included in the condensed consolidated statements of operations (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Cost of revenues | $ | 15 | $ | 33 | ||||
Sales and marketing | 457 | 516 | ||||||
General and administrative | 1,470 | 1,113 | ||||||
| | | | | | | | |
Total stock-based compensation | $ | 1,942 | $ | 1,662 | ||||
| | | | | | | | |
| | | | | | | | |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
EARNINGS PER SHARE | ||||||||
Schedule of computation of basic and diluted earnings per common share | ||||||||
The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except share and per share amounts): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Numerator: | ||||||||
Net income | $ | 2,034 | $ | 9,620 | ||||
Income allocated to participating securities | (32 | ) | (203 | ) | ||||
| | | | | | | | |
Net income attributable to common stockholders | $ | 2,002 | $ | 9,417 | ||||
| | | | | | | | |
| | | | | | | | |
Denominator: | ||||||||
Basic average common shares outstanding | 29,217,246 | 18,876,959 | ||||||
| | | | | | | | |
| | | | | | | | |
Add: Dilutive effect of non-participating securities | 66,574 | 53,064 | ||||||
| | | | | | | | |
Diluted average common shares outstanding | 29,283,820 | 18,930,023 | ||||||
| | | | | | | | |
| | | | | | | | |
Basic earnings per common share | $ | 0.07 | $ | 0.5 | ||||
| | | | | | | | |
| | | | | | | | |
Diluted earnings per common share | $ | 0.07 | $ | 0.5 | ||||
| | | | | | | | |
| | | | | | | | |
RESTRUCTURING_AND_OTHER_EXIT_C1
RESTRUCTURING AND OTHER EXIT COSTS (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
RESTRUCTURING AND OTHER EXIT COSTS | |||||
Schedule of restructuring and other exit costs | |||||
Restructuring and other exit costs were as follows (in thousands): | |||||
Accrued restructuring and other exit costs as of December 31, 2014 | $ | 2,144 | |||
Restructuring and other exit costs | 2,168 | ||||
Cash paid for restructuring and other exit costs | (18 | ) | |||
| | | | | |
Accrued restructuring and other exit costs as of March 31, 2015 | $ | 4,294 | |||
| | | | | |
| | | | | |
SUPPLEMENTAL_CASH_FLOW_INFORMA1
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
Schedule of supplemental cash flow disclosures | ||||||||
The following table sets forth supplemental cash flow disclosures (in thousands): | ||||||||
Quarter Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Cash paid for interest | $ | 2,156 | $ | 1,204 | ||||
Cash paid for income taxes, net | $ | 1,849 | $ | 1,533 | ||||
DESCRIPTION_OF_BUSINESS_BASIS_2
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS (Details) (USD $) | 3 Months Ended | 0 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
item | ||
Description of business | ||
Number of floral shops | 40,000 | |
Number of countries in which floral shops are located | 150 | |
Adjustments for New Accounting Pronouncement | ||
Recent accounting pronouncements | ||
Expected reduction of other assets and outstanding debt balance from restrospective ASU | 6,000,000 | |
Provide Commerce | ||
Description of business | ||
Purchase consideration, net of acquired cash | 106,600,000 | |
Cash on hand | 38,081,000 | |
Post-closing working capital adjustment | $9,900,000 | |
Number of shares issued as consideration to Liberty | 10,203,010 | |
Stock portion of purchase price as percentage of issued and outstanding total number of shares of common stock of the entity | 35.00% | |
Interflora, Inc. | ||
Description of business | ||
Portion of operation of subsidiary owned by third party (as a percent) | 33.00% |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | |
item | |||
Intangible assets acquired | |||
Goodwill | $632,212,000 | $640,897,000 | |
Pro forma consolidated financial information | |||
Revenue | 381,908,000 | ||
Net income (loss) | 1,513,000 | ||
Basic and diluted earnings per share (in dollars per share) | $0.05 | ||
Provide Commerce | |||
Acquisitions | |||
Number of complimentary businesses combined during the year | 2 | ||
Purchase consideration, net of acquired cash | 106,600,000 | ||
Post-closing working capital adjustment | 9,900,000 | ||
Number of shares issued as consideration to Liberty | 10,203,010 | ||
Stock portion of purchase price as percentage of issued and outstanding total number of shares of common stock of the entity | 35.00% | ||
Closing price (in dollars per share) | $34.82 | ||
Estimated fair value of the identifiable assets acquired and liabilities assumed | |||
Cash | 38,081,000 | ||
Accounts receivable | 8,215,000 | ||
Inventories | 18,909,000 | ||
Prepaid expenses | 11,550,000 | ||
Other assets | 14,931,000 | ||
Property and equipment | 43,500,000 | ||
Accounts payable and accrued liabilities | -82,186,000 | ||
Deferred tax liabilities, net | -86,402,000 | ||
Other liabilities | -13,754,000 | ||
Total net liabilities assumed | -47,156,000 | ||
Intangible assets acquired | |||
Trademarks and trade names | 119,400,000 | ||
Customer contracts and relationships | 91,100,000 | ||
Complete technology | 36,300,000 | ||
Total intangible assets acquired | 246,800,000 | ||
Goodwill | 310,257,000 | ||
Total purchase price | $509,901,000 | ||
Provide Commerce | Minimum | |||
Acquisitions | |||
Estimated useful lives | 2 years | ||
Provide Commerce | Maximum | |||
Acquisitions | |||
Estimated useful lives | 15 years |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
segment | segment | |
Segment revenues | ||
Number of operating and reportable segments | 4 | 3 |
Products revenues | $331,739 | $153,172 |
Services revenues | 36,042 | 36,681 |
Total revenues | 367,781 | 189,853 |
Provide Commerce | ||
Segment revenues | ||
Net income of Provide Commerce included in consolidated statement of operations | 0 | |
Operating segments | ||
Segment revenues | ||
Products revenues | 336,443 | 157,958 |
Services revenues | 36,123 | 36,765 |
Operating segments | Consumer | ||
Segment revenues | ||
Products revenues | 88,070 | 87,616 |
Operating segments | Florist | ||
Segment revenues | ||
Products revenues | 16,383 | 16,275 |
Services revenues | 29,621 | 29,835 |
Operating segments | International | ||
Segment revenues | ||
Products revenues | 48,754 | 54,067 |
Services revenues | 6,502 | 6,930 |
Operating segments | Provide Commerce | ||
Segment revenues | ||
Products revenues | 183,236 | |
Intersegment eliminations | ||
Segment revenues | ||
Total revenues | -4,785 | -4,870 |
Intersegment eliminations | Consumer | ||
Segment revenues | ||
Total revenues | -4,704 | -4,786 |
Intersegment eliminations | Florist | ||
Segment revenues | ||
Total revenues | ($81) | ($84) |
SEGMENT_INFORMATION_Details_2
SEGMENT INFORMATION (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income before income taxes | ||
Operating income | $4,240 | $15,526 |
Depreciation expense and amortization of intangible assets | -20,755 | -6,927 |
Interest expense, net | -2,308 | -1,238 |
Other (expense) income, net | -11 | 386 |
Income before income taxes | 1,921 | 14,674 |
Operating segments | ||
Income before income taxes | ||
Operating income | 38,506 | 29,292 |
Operating segments | Consumer | ||
Income before income taxes | ||
Operating income | 7,470 | 8,090 |
Operating segments | Florist | ||
Income before income taxes | ||
Operating income | 14,147 | 13,168 |
Operating segments | International | ||
Income before income taxes | ||
Operating income | 7,977 | 8,034 |
Operating segments | Provide Commerce | ||
Income before income taxes | ||
Operating income | 8,912 | |
Unallocated amounts | ||
Income before income taxes | ||
Unallocated expenses | ($13,511) | ($6,839) |
SEGMENT_INFORMATION_Details_3
SEGMENT INFORMATION (Details 3) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Segment information | |||
Revenues | $367,781 | $189,853 | |
Long-lived assets | 332,233 | 280,994 | |
U.S. | |||
Segment information | |||
Revenues | 312,525 | 128,856 | |
Long-lived assets | 324,280 | 272,659 | |
U.K. | |||
Segment information | |||
Revenues | 55,256 | 60,997 | |
Long-lived assets | $7,953 | $8,335 |
BALANCE_SHEET_COMPONENTS_Detai
BALANCE SHEET COMPONENTS (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Credit quality of financing receivables | |||
Current | $10,719,000 | $10,913,000 | |
Past due | 1,467,000 | 3,268,000 | |
Total | 12,186,000 | 14,181,000 | |
Aging of past due financing receivables | |||
Current | 10,719,000 | 10,913,000 | |
Past due: | |||
1-150 days past due | 145,000 | 147,000 | |
151-364 days past due | 212,000 | 163,000 | |
365-730 days past due | 197,000 | 244,000 | |
731 or more days past due | 913,000 | 2,714,000 | |
Total | 12,186,000 | 14,181,000 | |
Financing receivables on nonaccrual status | 1,500,000 | 3,300,000 | |
Allowance for credit losses: | |||
Balance at the beginning of the period | 3,200,000 | 3,213,000 | |
Provision | 87,000 | 27,000 | |
Write-offs charged against allowance | -1,905,000 | -21,000 | |
Balance at the end of the period | 1,382,000 | 3,219,000 | |
Ending balance collectively evaluated for impairment | 1,365,000 | 3,218,000 | |
Ending balance individually evaluated for impairment | 17,000 | 1,000 | |
Recorded investments in financing receivables: | |||
Balance collectively evaluated for impairment | 1,493,000 | 3,335,000 | |
Balance individually evaluated for impairment | 10,693,000 | 11,377,000 | |
Individually evaluated impaired loans | |||
Allowance related to individually evaluated impaired loans | 17,000 | 1,000 | |
Maximum | |||
Allowance for credit losses: | |||
Ending balance individually evaluated for impairment | 100,000 | 100,000 | |
Individually evaluated impaired loans | |||
Recorded investment in individually evaluated impaired loans | 100,000 | 100,000 | |
Unpaid principal balance related to individually evaluated impaired loans | 100,000 | 100,000 | |
Allowance related to individually evaluated impaired loans | 100,000 | 100,000 | |
Average recorded investment in individually evaluated impaired loans | 100,000 | 100,000 | |
Interest income recognized on impaired loans | $100,000 | $100,000 |
BALANCE_SHEET_COMPONENTS_Detai1
BALANCE SHEET COMPONENTS (Details 2) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Property and equipment | |||
Property and equipment, gross | $124,302,000 | $112,167,000 | |
Accumulated depreciation | -53,311,000 | -48,560,000 | |
Total | 70,991,000 | 63,607,000 | |
Depreciation expense | 5,400,000 | 2,500,000 | |
Land and improvements | |||
Property and equipment | |||
Property and equipment, gross | 1,602,000 | 1,614,000 | |
Buildings and improvements | |||
Property and equipment | |||
Property and equipment, gross | 16,112,000 | 16,203,000 | |
Leasehold improvements | |||
Property and equipment | |||
Property and equipment, gross | 19,070,000 | 16,092,000 | |
Computer equipment | |||
Property and equipment | |||
Property and equipment, gross | 29,567,000 | 27,144,000 | |
Computer software | |||
Property and equipment | |||
Property and equipment, gross | 40,716,000 | 38,409,000 | |
Furniture and fixtures | |||
Property and equipment | |||
Property and equipment, gross | $17,235,000 | $12,705,000 |
TRANSACTIONS_WITH_RELATED_PART1
TRANSACTIONS WITH RELATED PARTIES (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Liberty | |||||
Transactions with related parties | |||||
Ownership percentage | 35.00% | ||||
Provide Commerce | |||||
Transactions with related parties | |||||
Post-closing working capital adjustment | $9,900,000 | ||||
RedEnvelope | |||||
Transactions with related parties | |||||
Cash purchase price | 250,000 | ||||
I.S. Group | Interflora | |||||
Transactions with related parties | |||||
Ownership investment in related party (as a percent) | 20.40% | ||||
Amount of investment in related party | 1,700,000 | 1,700,000 | |||
Revenues related to products sold to and commissions earned | 900,000 | 1,000,000 | |||
Cost of revenues related to products purchased | 200,000 | ||||
Amounts due from related party | 500,000 | 600,000 | 500,000 | ||
Amounts payable to related party | 1,500,000 | 2,100,000 | 1,500,000 | ||
I.S. Group | Maximum | Interflora | |||||
Transactions with related parties | |||||
Cost of revenues related to products purchased | 100,000 | ||||
Liberty | Provide Commerce | |||||
Transactions with related parties | |||||
Services charged | $300,000 |
GOODWILL_INTANGIBLE_ASSETS_AND2
GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2008 | Dec. 31, 2014 | |
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the period | $632,212,000 | ||
Foreign currency translation | -4,496,000 | ||
Provide Commerce acquisition | 13,181,000 | ||
Balance at the end of the period | 640,897,000 | ||
Impairment charge | 116,300,000 | ||
Gross goodwill | 757,200,000 | ||
Consumer | |||
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the period | 133,226,000 | ||
Balance at the end of the period | 133,226,000 | 133,226,000 | |
Florist | |||
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the period | 109,651,000 | ||
Balance at the end of the period | 109,651,000 | 109,651,000 | |
International | |||
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the period | 92,259,000 | ||
Foreign currency translation | -4,496,000 | ||
Balance at the end of the period | 87,763,000 | ||
Provide Commerce | |||
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the period | 297,076,000 | ||
Provide Commerce acquisition | 13,181,000 | ||
Balance at the end of the period | $310,257,000 |
GOODWILL_INTANGIBLE_ASSETS_AND3
GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS (Details 2) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Intangible assets | ||
Gross Value | $547,620 | $582,363 |
Accumulated Amortization | -160,831 | -146,710 |
Net | 386,789 | 435,653 |
Complete technology | ||
Intangible assets | ||
Gross Value | 77,528 | 77,847 |
Accumulated Amortization | -43,008 | -41,480 |
Net | 34,520 | 36,367 |
Customer contracts and relationships | ||
Intangible assets | ||
Gross Value | 195,313 | 199,271 |
Accumulated Amortization | -115,500 | -104,972 |
Net | 79,813 | 94,299 |
Trademarks and trade names | ||
Intangible assets | ||
Gross Value | 274,779 | 305,245 |
Accumulated Amortization | -2,323 | -258 |
Net | $272,456 | $304,987 |
GOODWILL_INTANGIBLE_ASSETS_AND4
GOODWILL, INTANGIBLE ASSETS, AND OTHER LONG-LIVED ASSETS (Details 3) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Acquired indefinite-lived intangible assets | |||
Amortization expense | $15,401,000 | $4,412,000 | |
Estimated future intangible assets amortization expense | |||
2015 (remainder of the year) | 45,937,000 | ||
2016 | 61,160,000 | ||
2017 | 15,273,000 | ||
2018 | 15,272,000 | ||
2019 | 15,272,000 | ||
Thereafter | -79,414,000 | ||
Total | 232,328,000 | ||
Trademarks and trade names | |||
Acquired indefinite-lived intangible assets | |||
Amortization expense | 0 | ||
Acquired indefinite-lived intangible assets, net of impairment and foreign currency translation adjustments | 154,500,000 | 247,500,000 | |
Complete technology | Provide Commerce | |||
Finite-lived intangible assets | |||
Acquired finite-lived intangible assets | 36,300,000 | ||
Customer contracts and relationships | Provide Commerce | |||
Finite-lived intangible assets | |||
Acquired finite-lived intangible assets | 91,100,000 | ||
Trademarks and trade names | Provide Commerce | |||
Finite-lived intangible assets | |||
Acquired finite-lived intangible assets | $119,400,000 |
FINANCING_ARRANGEMENTS_Details
FINANCING ARRANGEMENTS (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Jul. 17, 2013 | Dec. 31, 2014 | Sep. 14, 2014 | |
Changes in debt balances, net of discounts | ||||
Balance at the beginning of the period | $340,000,000 | |||
Repayments of Debt | -25,000,000 | |||
Balance at the ending of the period | 315,000,000 | |||
2013 Credit Agreement | Revolving credit facility | ||||
Financing arrangements | ||||
Maximum borrowing capacity | 350,000,000 | |||
Term of debt instrument | 5 years | |||
Amount borrowed under the Revolving Credit Facility | 220,000,000 | |||
Repayments of previously outstanding credit facilities in full and fees and expenses | 19,000,000 | |||
Amended and Restated Credit Agreement | ||||
Changes in debt balances, net of discounts | ||||
Balance at the beginning of the period | 340,000,000 | 340,000,000 | ||
Draw Down of Debt | 120,000,000 | |||
Repayments of Debt | -25,000,000 | |||
Balance at the ending of the period | 315,000,000 | |||
Future minimum principal payments, excluding required prepayments based on excess cash flows | ||||
2015 (remainder of year) | 15,000,000 | |||
2016 | 20,000,000 | |||
2017 | 20,000,000 | |||
2018 | 20,000,000 | |||
2019 | 240,000,000 | |||
Total | 315,000,000 | |||
Letters of credit outstanding | 2,300,000 | |||
Remaining borrowing capacity | 227,700,000 | |||
Amended and Restated Credit Agreement | Maximum | ||||
Financing arrangements | ||||
Percentage of outstanding capital stock of foreign subsidiaries that is pledged as collateral for borrowings | 66.00% | |||
Amended and Restated Credit Agreement | Base rate | ||||
Financing arrangements | ||||
Reference rate for variable interest rate | base rate | |||
Percentage points initially added to the reference rate | 1.00% | |||
Amended and Restated Credit Agreement | Base rate | Maximum | ||||
Financing arrangements | ||||
Percentage points added to the reference rate | 1.50% | |||
Amended and Restated Credit Agreement | Base rate | Minimum | ||||
Financing arrangements | ||||
Percentage points added to the reference rate | 0.50% | |||
Amended and Restated Credit Agreement | LIBOR | ||||
Financing arrangements | ||||
Reference rate for variable interest rate | LIBOR | |||
Percentage points initially added to the reference rate | 2.00% | |||
Amended and Restated Credit Agreement | LIBOR | Maximum | ||||
Financing arrangements | ||||
Percentage points added to the reference rate | 2.50% | |||
Amended and Restated Credit Agreement | LIBOR | Minimum | ||||
Financing arrangements | ||||
Percentage points added to the reference rate | 1.50% | |||
Amended and Restated Credit Agreement | Revolving credit facility | ||||
Financing arrangements | ||||
Commitment fee (as a percent) | 0.30% | |||
Changes in debt balances, net of discounts | ||||
Balance at the beginning of the period | 140,000,000 | |||
Repayments of Debt | -20,000,000 | |||
Balance at the ending of the period | 120,000,000 | |||
Amended and Restated Credit Agreement | Revolving credit facility | Maximum | ||||
Financing arrangements | ||||
Commitment fee (as a percent) | 0.40% | |||
Amended and Restated Credit Agreement | Revolving credit facility | Minimum | ||||
Financing arrangements | ||||
Commitment fee (as a percent) | 0.20% | |||
Amended and Restated Credit Agreement | Revolving credit facility | LIBOR | ||||
Financing arrangements | ||||
Reference rate for variable interest rate | LIBOR | |||
Interest rate (as a percent) | 2.18% | |||
Term Loan | Amended and Restated Credit Agreement | ||||
Financing arrangements | ||||
Face amount of debt | 200,000,000 | |||
Changes in debt balances, net of discounts | ||||
Balance at the beginning of the period | 200,000,000 | |||
Repayments of Debt | -5,000,000 | |||
Balance at the ending of the period | $195,000,000 | |||
Term Loan | Amended and Restated Credit Agreement | LIBOR | ||||
Financing arrangements | ||||
Reference rate for variable interest rate | LIBOR | |||
Interest rate (as a percent) | 2.28% |
DERIVATIVE_INSTRUMENTS_Details
DERIVATIVE INSTRUMENTS (Details) (Derivatives designated as hedging instruments, Cash flow hedging instruments, Interest rate caps, USD $) | Mar. 31, 2012 | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |||
Estimated fair values and notional values of outstanding derivative instruments | |||
Notional Value of Derivative Instruments, Derivative Assets | $130,000 | ||
Other assets | |||
Estimated fair values and notional values of outstanding derivative instruments | |||
Estimated Fair Value of Derivative Instruments, Derivative Assets | 225 | 370 | |
Notional Value of Derivative Instruments, Derivative Assets | $130,000 | $130,000 |
DERIVATIVE_INSTRUMENTS_Details1
DERIVATIVE INSTRUMENTS (Details 2) (Derivatives designated as hedging instruments, Cash flow hedging instruments, Interest rate caps, USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Effect of derivative instruments | |||
Gains (losses) from derivatives, before tax, recognized in other comprehensive loss | ($144,000) | ($374,000) | |
Effective portion, before tax effect, of the derivative instruments | 1,600,000 | 1,500,000 | |
Losses expected to be reclassified from accumulated other comprehensive loss to interest expense within next 12 months | -500,000 | ||
Reclassifications out of accumulated other comprehensive loss | |||
Effect of derivative instruments | |||
Gains (losses) from derivatives, before tax, recognized in other comprehensive loss | ($100,000) | $0 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Liabilities: | ||
Deferred compensation plan assets | 12,600,000 | 12,500,000 |
Long-term debt, including current portion, Carrying Amount | 315,000,000 | 340,000,000 |
Term Loan | ||
Liabilities: | ||
Credit spread (as a percent) | 1.80% | 2.00% |
Estimated yield-to maturity (as a percent) | 3.10% | 3.60% |
Revolving credit facility | ||
Liabilities: | ||
Credit spread (as a percent) | 2.50% | 2.60% |
Estimated yield-to maturity (as a percent) | 3.70% | 4.20% |
Level 2 | ||
Liabilities: | ||
Long-term debt, including current portion, Estimated Fair Value | 314,849,000 | 338,223,000 |
Recurring basis | Total | ||
Assets: | ||
Money market funds | 37,310,000 | 56,595,000 |
Derivative assets | 225,000 | 370,000 |
Total | 37,535,000 | 56,965,000 |
Liabilities: | ||
Non-qualified deferred compensation plan | 9,649,000 | 11,617,000 |
Total | 9,649,000 | 11,617,000 |
Recurring basis | Level 1 | ||
Assets: | ||
Money market funds | 36,965,000 | 55,350,000 |
Total | 36,965,000 | 55,350,000 |
Recurring basis | Level 2 | ||
Assets: | ||
Money market funds | 345,000 | 1,245,000 |
Derivative assets | 225,000 | 370,000 |
Total | 570,000 | 1,615,000 |
Liabilities: | ||
Non-qualified deferred compensation plan | 9,649,000 | 11,617,000 |
Total | 9,649,000 | 11,617,000 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 10 Months Ended | |
In Millions, except Share data, unless otherwise specified | Feb. 27, 2014 | Apr. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Feb. 27, 2014 |
Common Stock Repurchases | |||||
Amount authorized under stock repurchase program | $50 | $50 | |||
Period under share repurchase programs | 2 years | ||||
Shares repurchased during the period | 341,958 | 331,084 | 0 | ||
Average repurchase cost (in dollars per share) | $29.24 | $30.20 | |||
RSUs | |||||
Common Stock Repurchases | |||||
Awards vested during the period (in shares) | 157,537 | ||||
Shares withheld to pay employee tax withholding | 58,785 | ||||
Value of shares withheld to pay employee tax withholding | $2 |
INCENTIVE_COMPENSATION_PLANS_D
INCENTIVE COMPENSATION PLANS (Details) (2013 Plan, USD $) | 0 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 09, 2015 | Mar. 31, 2015 |
Incentive Compensation Plan | ||
Shares reserved for issuance | 1.6 | |
Maximum | ||
Incentive Compensation Plan | ||
Shares available for issuance | 0.1 | |
RSUs | ||
Incentive Compensation Plan | ||
Awards granted to certain employees (in shares) | 0.3 | |
Vesting period | 4 years | |
Exercise price of awards granted (in dollars per share) | $34.44 |
INCENTIVE_COMPENSATION_PLANS_D1
INCENTIVE COMPENSATION PLANS (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Stock-Based Compensation | ||
Total stock-based compensation | $1,942 | $1,662 |
Cost of revenues | ||
Stock-Based Compensation | ||
Total stock-based compensation | 15 | 33 |
Sales and marketing | ||
Stock-Based Compensation | ||
Total stock-based compensation | 457 | 516 |
General and administrative | ||
Stock-Based Compensation | ||
Total stock-based compensation | $1,470 | $1,113 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income before income taxes | ||
(Benefit) provision for income taxes | ($113) | $5,054 |
Income before income taxes | $1,921 | $14,674 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Numerator: | |||
Net income | $2,034 | $9,620 | |
Income allocated to participating securities | -32 | -203 | |
Net income attributable to common stockholders | $2,002 | $9,417 | |
Denominator: | |||
Basic average common shares outstanding | 29,217,246 | 18,876,959 | |
Add: Dilutive effect of non-participating securities (in shares) | 66,574 | 53,064 | |
Diluted average common shares outstanding | 29,283,820 | 18,930,023 | |
Basic earnings per common share (in dollars per share) | $0.07 | $0.50 | |
Diluted earnings per common share (in dollars per share) | $0.07 | $0.50 | |
Earnings per share | |||
Weighted-average antidilutive shares | 300,000 | ||
Provide Commerce | |||
Earnings per share | |||
Number of shares issued as consideration to Liberty | 10,203,010 |
RESTRUCTURING_AND_OTHER_EXIT_C2
RESTRUCTURING AND OTHER EXIT COSTS (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Changes in restructuring and other exit costs | ||
Accrued restructuring and other exit costs at the beginning of the period | $2,144 | |
Restructuring and other exit costs | 2,168 | |
Cash paid for restructuring and other exit costs | -18 | -100 |
Accrued restructuring and other exit costs at the end of the period | 4,294 | |
Provide Commerce | ||
Changes in restructuring and other exit costs | ||
Restructuring and other exit costs | $2,200 |
CONTINGENCIES_LEGAL_MATTERS_De
CONTINGENCIES - LEGAL MATTERS (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||
In Millions, unless otherwise specified | Dec. 14, 2011 | Aug. 19, 2009 | Jan. 15, 2015 | Dec. 23, 2014 | Jun. 30, 2012 | Nov. 18, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2008 |
claim | item | ||||||||
Contingencies-legal matters | |||||||||
Reserve for estimated losses related to certain of the matters | $5.40 | $5.40 | |||||||
Interflora, Inc. | |||||||||
Contingencies-legal matters | |||||||||
Ownership interest (as a percent) | 66.00% | ||||||||
Provide Commerce | |||||||||
Contingencies-legal matters | |||||||||
Period for consolidation of cases filed since the original August 19, 2009 lawsuit | 3 years | ||||||||
Number of claims | 10 | ||||||||
Offer of settlement from Multistate Work Group | |||||||||
Contingencies-legal matters | |||||||||
Number of areas of monetary relief | 2 | ||||||||
Initial amount sought by plaintiffs as payment | 20 | ||||||||
Litigation settlement offered | 8 | ||||||||
Litigation settlement restitution amount offered | 2.5 | ||||||||
Revised counter offer by Multistate Work Group | 8 | ||||||||
Litigation settlement restitution amount offered by Multistate Work Group | 3 | ||||||||
Infringement of Trademark | Interflora | |||||||||
Contingencies-legal matters | |||||||||
Interim payment to be made towards cost of appeal | 0.3 | ||||||||
Repayment of costs of first High Court trial that Marks and Spencer was ordered to pay to Interflora in 2013 | $1.80 |
SUPPLEMENTAL_CASH_FLOW_INFORMA2
SUPPLEMENTAL CASH FLOW INFORMATION (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | $2,156 | $1,204 |
Cash paid for income taxes, net | $1,849 | $1,533 |