FTD Companies, Inc. (Nasdaq: FTD) (“FTD” or the “Company”), a
premier floral and gifting company, today announced financial
results for the fourth quarter and full year ended December 31,
2018.
“We are disappointed we did not achieve our financial objectives
for the fourth quarter and full year 2018. The shortfall was
largely due to business performance during the fourth quarter
holiday period,” commented Scott Levin, FTD’s President and Chief
Executive Officer. “For 2019, we are updating our outlook based on
lower than expected results for the Valentine’s Day holiday, and we
are focused on improving the Company’s performance for the upcoming
Mother’s Day holiday. Our Board of Directors and management team
remain committed to our ongoing review of strategic alternatives as
we seek to maximize stockholder value. We are also focused on
realizing the benefits from our previously announced corporate
restructuring and cost savings plan, which we expect will total $25
million to $28 million for 2019.”
Fourth Quarter Results
Consolidated revenues were $247.5 million for the fourth quarter
of 2018, a decrease of 11.0% compared to $278.1 million for the
fourth quarter of 2017, due to lower revenues in all of the
Company’s business segments. Foreign currency exchange rates had a
$1.3 million unfavorable impact on consolidated revenues during the
fourth quarter of 2018.
Net loss was $68.8 million for the fourth quarter of 2018,
compared to a net loss of $153.5 million for the fourth quarter of
2017. Net loss includes pre-tax non-cash impairment charges related
to goodwill, intangible assets, and other long-lived assets of
$67.1 million and $194.6 million, for the fourth quarters of 2018
and 2017, respectively.
Adjusted EBITDA was $12.6 million, or 5.1% of consolidated
revenues, for the fourth quarter of 2018, compared to Adjusted
EBITDA of $15.6 million, or 5.6% of consolidated revenues, for the
fourth quarter of 2017. Adjusted EBITDA is a non-GAAP financial
measure. Please refer to the tables in this press release for a
reconciliation of all non-GAAP financial measures.
Full Year ResultsConsolidated revenues were
$1.01 billion for the year ended December 31, 2018, a decrease of
6.4% compared to $1.08 billion for the year ended December 31,
2017, due to lower revenues in all of the Company’s business
segments. Foreign currency exchange rates had a $6.5 million
favorable impact on consolidated revenues for the year ended
December 31, 2018.
Net loss was $224.7 million for the year ended December 31,
2018, compared to a net loss of $234.0 million for the year ended
December 31, 2017. Net loss includes pre-tax non-cash impairment
charges related to goodwill, intangible assets, and other
long-lived assets of $206.7 million and $300.3 million for the
years ended December 31, 2018 and 2017, respectively. Restructuring
and other exit costs incurred were $18.2 million and $2.2 million
for the years ended December 31, 2018 and 2017, respectively.
Adjusted EBITDA was $33.4 million, or 3.3% of consolidated
revenues, for the year ended December 31, 2018, compared to
Adjusted EBITDA of $79.8 million, or 7.4% of consolidated revenues,
for the year ended December 31, 2017.
Segment Results
U.S. Consumer Segment: U.S. Consumer segment
revenues for the fourth quarter of 2018 decreased 10.9% to $180.3
million, compared to $202.3 million for the fourth quarter of 2017.
This decline was primarily due to a 6.0% decrease in consumer
orders and a $1.84, or 4.5%, decrease in average order value to
$39.07, compared to the fourth quarter of
2017. Revenues decreased 18.6%, 17.4%, 13.6%
and 0.3% for the Gourmet Foods, ProFlowers, FTD.com, and Personal
Creations businesses, respectively, for the fourth quarter of 2018
compared to the prior-year quarter. U.S. Consumer segment operating
income was $5.4 million for the fourth quarter of 2018
compared to $9.3 million for the prior-year quarter.
U.S. Consumer segment revenues for the year ended December 31,
2018 decreased 7.7% to $727.9 million, compared to $789.0 million
for the prior-year. This decline was primarily due to a 5.1%
decrease in consumer orders and a $1.36, or 2.7%, decrease in
average order value to $49.95, compared to the year ended December
31, 2017. Revenues decreased 12.0%, 11.1%, and 7.3% in the FTD.com,
ProFlowers, and Gourmet Foods businesses, respectively, for the
year ended December 31, 2018 compared to the prior year. Partially
offsetting these decreases was an increase in revenues for Personal
Creations of 9.0% for the year ended December 31, 2018 compared to
the prior year. The U.S. Consumer segment operating loss was
$4.6 million for the year ended December 31, 2018, compared to
operating income of $46.4 million for the year ended December 31,
2017. The decline in segment profitability was primarily due to
lower revenue, increased marketing and shipping costs, and
increased inventory write-offs from lower than anticipated
Valentine’s Day orders in 2018.
Florist Segment: Florist segment revenues for
the fourth quarter of 2018 decreased 13.5% to $35.0 million,
compared to $40.5 million for the fourth quarter of 2017. Services
revenues decreased $3.6 million primarily due to lower
clearinghouse order volume. Products revenues decreased $1.8
million primarily as a result of a planned reduction in container
offerings and related pricing. Average revenues per member
decreased 5.6% to $3,659 for the fourth quarter of 2018, compared
to $3,875 for the prior-year quarter. Florist segment operating
income was $10.7 million, or 30.6% of segment revenues, for the
fourth quarter of 2018, compared to $10.7 million, or 26.5% of
segment revenues, for the fourth quarter of 2017.
Florist segment revenues for the year ended December 31, 2018
decreased 9.3% to $150.3 million, compared to $165.7 million for
the year ended December 31, 2017. Services revenues decreased $10.6
million primarily due to lower clearinghouse order volume. Products
revenues decreased $4.8 million primarily as a result of a planned
reduction in container offerings and related pricing. Average
revenues per member decreased 2.3% to $14,919 for the year ended
December 31, 2018, compared to $15,270 for the year ended December
31, 2017. Florist segment operating income was $42.7 million, or
28.4% of segment revenues, for the year ended December 31, 2018,
compared to $46.5 million, or 28.0% of segment revenues, for the
year ended December 31, 2017.
International Segment: International segment
revenues for the fourth quarter of 2018 decreased 8.5% to $36.2
million, compared to $39.6 million for the fourth quarter of 2017.
On a constant currency basis, International segment revenues
decreased 5.2% compared to the prior-year quarter. Consumer orders
in the International segment decreased 3.7% compared to the
prior-year quarter. Average order value decreased 3.0% as reported
and increased 0.6% on a constant currency basis. International
segment operating income was $1.3 million, or 3.5% of segment
revenues, for the fourth quarter of 2018, compared to $4.8 million,
or 12.1% of segment revenues, for the prior-year quarter. On a
constant currency basis, International segment operating income
decreased $3.5 million for the fourth quarter of 2018 compared to
the prior-year quarter.
International segment revenues for the year ended December 31,
2018 increased 3.6% to $151.1 million, compared to $146.0 million
for the year ended December 31, 2017. On a constant currency basis,
International segment revenues decreased 0.9% compared to the prior
year. Consumer orders increased 1.1% and average order value
increased 3.1% as reported and decreased 1.1% on a constant
currency basis. International segment operating income was $13.0
million, or 8.6% of segment revenues, for the year ended December
31, 2018, compared to $16.8 million, or 11.5% of segment revenues,
for the year ended December 31, 2017. On a constant currency basis,
International segment operating income decreased $4.7 million for
the year ended December 31, 2018 compared to the prior year.
Balance Sheet, Cash Flow and Financing
InitiativesNet cash used for operating activities was
$11.2 million for the year ended December 31, 2018, compared to net
cash provided by operating activities of $52.8 million for the year
ended December 31, 2017. Free Cash Flow for the year ended December
31, 2018 was negative $36.0 million, compared to Free Cash Flow of
$48.8 million for the year ended December 31, 2017. Free Cash Flow
is a non-GAAP financial measure. Please refer to the tables in this
press release for a reconciliation of all non-GAAP financial
measures.
Cash and cash equivalents were $16.2 million as of December 31,
2018 compared to $29.5 million at December 31, 2017. At December
31, 2018, the aggregate principal amount of the Company’s
indebtedness outstanding under its credit agreement was $217.7
million, before reduction for deferred financing fees, compared to
$192.0 million at December 31, 2017. The credit agreement debt
includes $118.7 million outstanding under a term loan and $99.0
million outstanding under revolving loans. The Company has
continued to work with its lenders and has entered into an
additional amendment to the credit agreement that is designed to
provide more alignment between the requirements under the credit
agreement and the Company’s current business plans. As part of the
amended credit agreement terms, the Company is required to achieve
certain milestones relating to the strategic alternatives review
process by June 1, 2019, and the Company intends to continue to
work proactively with its lenders in light of the September 2019
maturity of the credit agreement.
Full Year 2019 Business OutlookFTD is updating
its outlook for the full year ending December 31, 2019 previously
provided on November 7, 2018 to incorporate its 2019 year-to-date
results and its expectations for the rest of the year. The current
outlook reflects lower than expected revenues for the Valentine’s
Day holiday, primarily from ProFlowers and Gourmet Foods, largely
due to media investments that did not generate the expected level
of traffic, as well as competitive and weather-related headwinds,
along with reductions over the balance of the year in revenue,
capital spending and expenses, including lower incentive
compensation expense. The Company expects to generate savings
of $25 million to $28 million from its corporate restructuring and
cost savings plan, compared to prior expectations of $32 million to
$37 million.
The Company now expects the following for full year 2019:
- Consolidated revenues of $960 million to $1.00 billion compared
to prior expectations of $1.03 billion to $1.06 billion;
- Adjusted EBITDA of approximately $41 million to $49
million compared to prior expectations of $58 million to $68
million; and
- Capital expenditures of $22 million to $28 million compared to
prior expectations of $35 million to $40 million.
In connection with the full year 2019 outlook provided above,
please note that the seasonality of the Company’s business impacts
the quarterly pattern of its profitability and cash flows from
operations.
The Company is not providing 2019 guidance for net
income/(loss), the GAAP measure most directly comparable to
Adjusted EBITDA, and similarly cannot provide a reconciliation
between its forecasted Adjusted EBITDA and net income/(loss)
metrics without unreasonable effort due to the unavailability of
reliable estimates for certain items including transaction-related
costs, impairments of goodwill, intangible assets, and other
long-lived assets, and discrete tax items. These items may vary
significantly between periods and could materially impact future
financial results.
Conference Call & WebcastThe Company will
host a pre-recorded conference call today at 8:00 a.m. ET that
includes additional comments and details. Audio of the call will be
webcast and archived on the investor relations section of the
Company’s website at http://www.ftdcompanies.com through Thursday,
March 28, 2019. In addition, you may dial 877-407-0784 to listen to
the broadcast. The passcode is 13687979.
About FTD Companies, Inc.FTD Companies, Inc. is
a premier floral and gifting company. Through our diversified
family of brands, we provide floral, specialty foods, gifts, and
related products to consumers primarily in the United States and
the United Kingdom. We also provide floral products and services to
retail florists and other retail locations throughout these same
geographies. FTD has been delivering flowers since 1910, and the
highly-recognized FTD® and Interflora® brands are supported by the
iconic Mercury Man® logo, which is displayed in over 30,000 floral
shops in more than 125 countries. In addition to FTD and
Interflora, our diversified portfolio of brands includes the
following trademarks: ProFlowers®, Shari’s Berries®, Personal
Creations®, Flying Flowers®, Gifts.com™, and ProPlants®. FTD
Companies, Inc. is headquartered in Downers Grove, Ill. For more
information, please visit www.ftdcompanies.com.
Cautionary Information Regarding Forward-Looking
Statements This release contains certain forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995, as amended,
based on our current expectations, estimates, and projections about
our operations, industry, financial condition, performance, results
of operations, and liquidity. Statements containing words such as
“may,” “believe,” “anticipate,” “expect,” “intend,” “plan,”
“project,” “projections,” “business outlook,” “estimate,” or
similar expressions constitute forward-looking statements. These
forward-looking statements include, but are not limited to,
statements regarding the exploration of strategic alternatives and
the Company’s ability to maintain compliance with the requirements
under the Company’s credit agreement; the strategic and financial
evaluation of the Company’s business; the Company’s corporate
restructuring and cost savings plan and other strategies; and
future financial performance, including 2019 financial outlooks
discussed herein. Potential factors that could affect these
forward-looking statements include, among others, uncertainties
associated with being able to identify, evaluate, or complete any
strategic alternative or strategic transaction, as well as any
strategic alternative or strategic transaction that may be pursued,
on the Company’s business, including its financial and operating
results and its employees, suppliers, and customers; the Company’s
ability to implement and realize anticipated benefits from its
corporate restructuring and cost savings plan and other
initiatives; the Company’s ability to repay, refinance, or
restructure its outstanding debt; and the other factors disclosed
in the Company’s most recent Annual Report on Form 10-K, its most
recent Quarterly Report on Form 10-Q, and the Company’s other
filings with the Securities and Exchange
Commission (www.sec.gov), as updated from time to time in our
subsequent filings with the SEC, including, without
limitation, information under the captions “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and
“Risk Factors.” Readers are cautioned not to place undue reliance
on these forward-looking statements, which reflect the Company’s
analysis only as of the date hereof. Such forward-looking
statements are not guarantees of future performance or results and
involve risks and uncertainties that may cause actual performance
and results to differ materially from those predicted. Except as
required by law, we undertake no obligation to publicly release the
results of any revision to these forward-looking statements that
may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Non-GAAP MeasuresTo supplement the Company’s
consolidated financial statements presented in accordance with
generally accepted accounting principles (“GAAP”), the Company uses
Adjusted EBITDA as a measure of certain components of financial
performance. The Company’s definition of Adjusted EBITDA, as set
forth below, may be modified from time to time.
Management believes that Adjusted EBITDA is an important measure
of operating performance because it allows for a period-to-period
comparison of the Company’s operating performance by removing the
impact of the Company’s capital structure (interest expense on
outstanding debt), asset base (depreciation, amortization, and
impairment charges), tax consequences, stock-based compensation,
and certain other items that are not considered reflective of the
Company’s core operations. The Company further emphasizes the
importance of Adjusted EBITDA as an operating performance measure
by utilizing the Adjusted EBITDA measure as a basis for determining
certain incentive compensation targets for certain members of the
Company’s management. The Adjusted EBITDA measure also is used as a
performance measure under the Company’s senior secured credit
facility and includes adjustments such as the items defined above
and other further adjustments, which are defined in the senior
secured credit facility.Management believes that presenting this
non-GAAP financial measure provides additional information to
facilitate comparison of the Company’s historical operating results
and trends in its underlying operating results and provides
additional transparency on how the Company evaluates its
businesses.In addition to the use of this non-GAAP measure by
management for the purposes outlined above, the Company believes
Adjusted EBITDA is a measure widely used by securities analysts,
investors, and others to evaluate the financial performance of the
Company and its competitors.Adjusted EBITDA is not determined in
accordance with GAAP and should be considered in addition to, not
as a substitute for, or superior to financial measures determined
in accordance with GAAP. A limitation associated with the use of
Adjusted EBITDA is that it does not reflect depreciation and
amortization expense for various long-lived assets, impairment
charges, interest expense, income taxes, and other items that have
been and will be incurred. Each of these items should also be
considered in the overall evaluation of the Company’s results. In
addition, Adjusted EBITDA does not reflect capital expenditures and
other investing activities. An additional limitation associated
with Adjusted EBITDA is that the measure does not include
stock-based compensation expenses related to the Company’s
workforce. A further limitation associated with the use of this
non-GAAP financial measure is that it does not reflect expenses or
gains that are not considered reflective of the Company’s core
operations. Management compensates for these limitations by
providing the relevant disclosure of its depreciation and
amortization, impairment charges, interest and income tax expenses,
capital expenditures, stock-based compensation, and other items
within its financial press releases and SEC filings, all of which
should be considered when evaluating the Company’s performance.A
further limitation associated with the use of this measure is that
the term “Adjusted EBITDA” does not have a standardized meaning.
Therefore, other companies may use the same or a similarly named
measure but exclude different items or use different computations,
which may not provide investors a comparable view of the Company’s
performance in relation to other companies. Management compensates
for this limitation by presenting the most comparable GAAP measure:
net income/(loss), directly ahead of Adjusted EBITDA; within this
and other financial press releases and by providing reconciliations
that show and describe the adjustments made. In addition, many of
the adjustments to the Company’s GAAP financial measures reflect
the exclusion of items that are recurring in nature and will be
reflected in the Company’s financial results for the foreseeable
future.Definitions(1) Segment operating
income/(loss). The Company’s chief operating decision
maker uses segment operating income/(loss) to evaluate the
performance of the business segments and to make decisions about
allocating resources among segments. Segment operating
income/(loss) is operating income/(loss) excluding depreciation and
amortization; impairment of goodwill, intangible assets, and other
long-lived assets; litigation and dispute settlement charges or
gains; transaction and integration costs; restructuring and other
exit costs; corporate reorganization costs; and gains or losses on
sales of businesses. In addition, stock-based and incentive
compensation and general corporate expenses are not allocated to
the segments. Segment operating income/(loss) is prior to
intersegment eliminations and excludes other income/(expense), net.
Please refer to the tables in this press release for a
reconciliation of segment operating income/(loss) to net
income/(loss).(2) Consumer orders. The Company
monitors the number of consumer orders for floral, gift, and
related products during a given period. Consumer orders are
individual units delivered during the period that were originated
through our consumer websites, associated mobile sites and
applications, and various telephone numbers. The number of consumer
orders is not adjusted for non-delivered orders that are refunded
on or after the scheduled delivery date. Orders originating with a
florist or other retail location for delivery to consumers are not
included as part of this number.
(3) Average order value. The Company monitors
the average value for consumer orders delivered in a given period,
which is referred to as the average order value. Average order
value represents the average amount received for consumer orders
delivered during a period. The average order value of consumer
orders within the U.S. Consumer and International segments is
tracked in their local currency, the U.S. Dollar for the U.S.
Consumer segment and the British Pound for the International
segment. The local currency amounts received for the International
segment are then translated into U.S. dollars at the average
currency exchange rate for the period. Average order value includes
merchandise revenues and shipping or service fees paid by the
consumer, less discounts and refunds (net of refund-related fees
charged to floral network members).
(4) Average revenues per member. The Company
monitors average revenues per member for floral network members in
the Florist segment. Average revenues per member represents the
average revenues earned from a member of the Company’s floral
network during a period. Revenues include services revenues and
products revenues, but exclude revenues from sales to non-members.
Floral network members include retail florists and other
non-florist retail locations that offer floral and gifting
solutions. Average revenues per member is calculated by dividing
Florist segment revenues for the period, excluding sales to
non-members, by the average number of floral network members for
the period.
(5) Adjusted earnings before interest, taxes,
depreciation, and amortization (“Adjusted EBITDA”). The
Company defines Adjusted EBITDA as net income/(loss) before net
interest expense; provision for/(benefit from) income taxes;
depreciation and amortization; stock-based compensation;
transaction and integration costs; litigation and dispute
settlement charges or gains; impairment of goodwill, intangible
assets, and other long-lived assets; restructuring and other exit
costs; corporate reorganization costs; and gains or losses on sales
of businesses.Litigation and dispute settlement charges or gains
include estimated losses for which the Company has established a
reserve, as well as actual settlements, judgments, fines,
penalties, assessments or other resolutions against, or in favor
of, the Company related to litigation, arbitration, investigations,
disputes, or similar matters. Insurance recoveries received by the
Company related to such matters are also included in these
adjustments.Transaction and integration costs are certain expense
items resulting from actual or potential transactions such as
business combinations, mergers, acquisitions, dispositions,
spin-offs, financing transactions, and other strategic
transactions, including, without limitation, (i)
transaction-related bonuses and (ii) expenses for advisors and
representatives such as investment bankers, consultants, attorneys,
and accounting firms. Transaction and integration costs may also
include, without limitation, transition and integration costs such
as retention bonuses and acquisition-related milestone payments to
acquired employees, in addition to consulting, compensation, and
other incremental costs associated with integration
projects.Corporate reorganization costs are costs, other than
restructuring and other exit costs, associated with our corporate
restructuring and cost savings plan such as financial consulting
fees, retention bonuses for key employees, travel expenses related
to transition of responsibilities between locations, and other
similar costs.(6) Free Cash Flow. The Company
defines Free Cash Flow as net cash provided by or used for
operating activities less capital expenditures, plus cash paid for
restructuring and other exit costs, cash paid for corporate
reorganization costs, cash paid for transaction and integration
costs, and cash paid or received for litigation and dispute
settlement charges or gains.
ContactsInvestor Relations: Katie
Turner646-277-1228ir@ftdi.com
|
|
|
FTD COMPANIES, INC. |
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS |
|
|
(in thousands, except per share
amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended December
31, |
|
Twelve Months Ended December
31, |
|
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Consumer segment |
|
$ |
180,264 |
|
|
$ |
202,272 |
|
|
$ |
727,866 |
|
|
$ |
789,011 |
|
|
|
Florist
segment |
|
|
34,993 |
|
|
|
40,476 |
|
|
|
150,308 |
|
|
165,737 |
|
|
|
International segment |
|
|
36,179 |
|
|
|
39,550 |
|
|
|
151,145 |
|
|
145,966 |
|
|
|
Intersegment eliminations |
|
|
(3,904 |
) |
|
|
(4,213 |
) |
|
|
(15,075 |
) |
|
|
(16,686 |
) |
|
|
Total
revenues |
|
|
247,532 |
|
|
|
278,085 |
|
|
|
1,014,244 |
|
|
|
1,084,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenues |
|
|
158,419 |
|
|
|
171,846 |
|
|
|
660,449 |
|
|
674,574 |
|
|
|
Sales and
marketing |
|
|
59,477 |
|
|
|
67,995 |
|
|
|
249,028 |
|
|
249,565 |
|
|
|
General
and administrative |
|
|
26,740 |
|
|
|
29,180 |
|
|
|
100,823 |
|
|
112,630 |
|
|
|
Amortization of intangible assets |
|
|
313 |
|
|
|
2,008 |
|
|
|
3,624 |
|
|
13,467 |
|
|
|
Restructuring and other exit costs |
|
|
150 |
|
|
|
122 |
|
|
|
18,247 |
|
|
2,179 |
|
|
|
Impairment of goodwill, intangible assets, and other long-lived
assets |
|
|
67,077 |
|
|
|
194,607 |
|
|
|
206,704 |
|
|
|
300,342 |
|
|
|
Total
operating expenses |
|
|
312,176 |
|
|
|
465,758 |
|
|
|
1,238,875 |
|
|
|
1,352,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(64,644 |
) |
|
|
(187,673 |
) |
|
|
(224,631 |
) |
|
|
(268,729 |
) |
|
|
Interest
expense, net |
|
|
(8,986 |
) |
|
|
(2,485 |
) |
|
|
(21,552 |
) |
|
(9,797 |
) |
|
|
Other
income/(expense), net |
|
|
1,798 |
|
|
|
(13 |
) |
|
|
2,640 |
|
|
|
311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
before income taxes |
|
|
(71,832 |
) |
|
|
(190,171 |
) |
|
|
(243,543 |
) |
|
|
(278,215 |
) |
|
|
Benefit
for income taxes |
|
|
(2,994 |
) |
|
|
(36,710 |
) |
|
|
(18,814 |
) |
|
|
(44,174 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(68,838 |
) |
|
$ |
(153,461 |
) |
|
$ |
(224,729 |
) |
|
$ |
(234,041 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per
common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
loss per share |
|
$ |
(2.44 |
) |
|
$ |
(5.57 |
) |
|
$ |
(8.03 |
) |
|
$ |
(8.52 |
) |
|
|
Diluted
loss per share |
|
$ |
(2.44 |
) |
|
$ |
(5.57 |
) |
|
$ |
(8.03 |
) |
|
$ |
(8.52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
Shares Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
28,227 |
|
|
|
27,557 |
|
|
|
27,972 |
|
|
|
27,484 |
|
|
|
Diluted |
|
|
28,227 |
|
|
|
27,557 |
|
|
|
27,972 |
|
|
|
27,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FTD COMPANIES, INC. |
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE
SHEETS |
|
(in thousands) |
|
|
|
|
December 31,2018 |
|
December 31,2017 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
$ |
16,227 |
|
|
$ |
29,496 |
|
Accounts
receivable, net |
|
|
24,920 |
|
|
|
26,028 |
|
Inventories |
|
|
27,450 |
|
|
|
25,356 |
|
Property
and equipment, net |
|
|
41,334 |
|
|
|
33,880 |
|
Intangible assets, net |
|
|
91,403 |
|
|
|
181,965 |
|
Goodwill |
|
|
162,316 |
|
|
|
277,041 |
|
Other
assets |
|
|
23,330 |
|
|
|
36,559 |
|
Total
assets |
|
$ |
386,980 |
|
|
$ |
610,325 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities |
|
$ |
156,690 |
|
|
$ |
161,508 |
|
Interest
payable |
|
|
7,332 |
|
|
|
291 |
|
Debt |
|
|
208,076 |
|
|
|
189,666 |
|
Deferred
tax liabilities, net |
|
|
6,959 |
|
|
|
30,854 |
|
Other
liabilities |
|
|
9,323 |
|
|
|
13,482 |
|
Total
liabilities |
|
|
388,380 |
|
|
|
395,801 |
|
Total
equity |
|
|
(1,400 |
) |
|
|
214,524 |
|
Total
liabilities and equity |
|
$ |
386,980 |
|
|
$ |
610,325 |
|
|
|
|
FTD COMPANIES, INC. |
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended December
31, |
|
Twelve Months Ended December
31, |
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
Cash
flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
$ |
(68,838 |
) |
|
$ |
(153,461 |
) |
|
$ |
(224,729 |
) |
|
$ |
(234,041 |
) |
|
Adjustments to
reconcile net loss to net cash provided by/(used for) operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
3,378 |
|
|
|
5,694 |
|
|
|
14,939 |
|
|
|
33,474 |
|
|
Impairment of goodwill, intangible assets, and other long-lived
assets |
|
67,077 |
|
|
|
194,607 |
|
|
|
206,704 |
|
|
|
300,342 |
|
|
Stock-based compensation |
|
1,846 |
|
|
|
2,877 |
|
|
|
14,684 |
|
|
|
11,098 |
|
|
Provision
for doubtful accounts receivable |
|
584 |
|
|
|
577 |
|
|
|
2,510 |
|
|
|
2,092 |
|
|
Amortization of deferred financing fees |
|
2,548 |
|
|
|
340 |
|
|
|
4,702 |
|
|
|
1,360 |
|
|
Deferred
taxes, net |
|
(653 |
) |
|
|
(38,863 |
) |
|
|
(21,802 |
) |
|
|
(56,177 |
) |
|
Gain on
sale of business |
|
(1,883 |
) |
|
|
— |
|
|
|
(2,309 |
) |
|
|
— |
|
|
Other,
net |
|
(34 |
) |
|
|
70 |
|
|
|
(171 |
) |
|
|
(26 |
) |
|
Changes
in operating assets and liabilities, net of acquisition related
purchase accounting adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable, net |
|
(1,814 |
) |
|
|
(1,964 |
) |
|
|
(1,485 |
) |
|
|
(1,041 |
) |
|
Inventories |
|
2,655 |
|
|
|
5,654 |
|
|
|
(2,146 |
) |
|
|
(116 |
) |
|
Prepaid
expenses and other assets |
|
(445 |
) |
|
|
(1,989 |
) |
|
|
4,306 |
|
|
|
2,149 |
|
|
Accounts
payable and accrued liabilities |
|
36,526 |
|
|
|
57,224 |
|
|
|
(14,016 |
) |
|
|
(4,947 |
) |
|
Interest
payable |
|
6,600 |
|
|
|
154 |
|
|
|
7,040 |
|
|
|
90 |
|
|
Income
taxes receivable or payable |
|
(2,097 |
) |
|
|
(343 |
) |
|
|
(1,525 |
) |
|
|
(1,376 |
) |
|
Other
liabilities |
|
(598 |
) |
|
|
384 |
|
|
|
2,059 |
|
|
|
(64 |
) |
|
Net cash
provided by/(used for) operating activities |
|
44,852 |
|
|
|
70,961 |
|
|
|
(11,239 |
) |
|
|
52,817 |
|
|
Cash
flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid
for acquisitions, net of cash acquired |
|
— |
|
|
|
(2,469 |
) |
|
|
— |
|
|
|
(2,469 |
) |
|
Purchases
of property and equipment |
|
(7,402 |
) |
|
|
(4,426 |
) |
|
|
(33,756 |
) |
|
|
(15,103 |
) |
|
Proceeds
from life insurance |
|
— |
|
|
|
— |
|
|
|
10,003 |
|
|
|
— |
|
|
Proceeds
from sale of business |
|
— |
|
|
|
— |
|
|
|
2,186 |
|
|
|
— |
|
|
Net cash
used for investing activities |
|
(7,402 |
) |
|
|
(6,895 |
) |
|
|
(21,567 |
) |
|
|
(17,572 |
) |
|
Cash
flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from revolving lines of credit |
|
11,000 |
|
|
|
— |
|
|
|
283,000 |
|
|
|
90,000 |
|
|
Payments
on term debt and revolving lines of credit |
|
(54,000 |
) |
|
|
(63,000 |
) |
|
|
(257,346 |
) |
|
|
(178,000 |
) |
|
Payments
for debt financing fees |
|
(1,194 |
) |
|
|
— |
|
|
|
(5,763 |
) |
|
|
— |
|
|
Purchases
from employee stock plan |
|
125 |
|
|
|
473 |
|
|
|
537 |
|
|
|
1,515 |
|
|
Repurchases of common stock withheld for taxes |
|
(23 |
) |
|
|
(15 |
) |
|
|
(517 |
) |
|
|
(1,998 |
) |
|
Net cash
provided by/(used for) financing activities |
|
(44,092 |
) |
|
|
(62,542 |
) |
|
|
19,911 |
|
|
|
(88,483 |
) |
|
Effect
of foreign currency exchange rate changes on cash and cash
equivalents |
|
(255 |
) |
|
|
127 |
|
|
|
(374 |
) |
|
|
1,732 |
|
|
Change
in cash and cash equivalents |
|
(6,897 |
) |
|
|
1,651 |
|
|
|
(13,269 |
) |
|
|
(51,506 |
) |
|
Cash and
cash equivalents, beginning of period |
|
23,124 |
|
|
|
27,845 |
|
|
|
29,496 |
|
|
|
81,002 |
|
|
Cash and
cash equivalents, end of period |
$ |
16,227 |
|
|
$ |
29,496 |
|
|
$ |
16,227 |
|
|
$ |
29,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow
Information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid
for interest |
$ |
6,270 |
|
|
$ |
1,954 |
|
|
$ |
16,280 |
|
|
$ |
8,215 |
|
|
Cash paid
for income taxes, net |
|
637 |
|
|
|
2,183 |
|
|
|
4,930 |
|
|
|
13,315 |
|
|
Cash paid
for restructuring and other exit costs |
|
2,026 |
|
|
|
1,221 |
|
|
|
4,485 |
|
|
|
8,360 |
|
|
Cash paid
for corporate reorganization costs |
|
2,589 |
|
|
|
— |
|
|
|
3,697 |
|
|
|
— |
|
|
Cash paid
for transaction and integration costs |
|
599 |
|
|
|
22 |
|
|
|
834 |
|
|
|
2,155 |
|
|
Cash paid
for litigation and dispute settlement charges |
|
— |
|
|
|
530 |
|
|
|
— |
|
|
|
555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FTD COMPANIES, INC. |
|
UNAUDITED SEGMENT INFORMATION |
|
(in thousands, except average order values,
average revenues per member, and average currency
exchange rates) |
|
|
|
|
Quarter Ended December
31, |
|
Twelve Months Ended December
31, |
|
|
|
2018 |
|
2017 |
|
2018 |
|
|
2017 |
|
U.S. Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
revenues |
|
$ |
180,264 |
|
$ |
202,272 |
|
$ |
727,866 |
|
|
$ |
789,011 |
|
|
Segment
operating income/(loss) (1) |
|
$ |
5,439 |
|
$ |
9,291 |
|
$ |
(4,556 |
) |
|
$ |
46,439 |
|
|
Consumer
orders (2) |
|
|
4,500 |
|
|
4,788 |
|
|
14,171 |
|
|
|
14,926 |
|
|
Average
order value (3) |
|
$ |
39.07 |
|
$ |
40.91 |
|
$ |
49.95 |
|
|
$ |
51.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florist: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
revenues |
|
$ |
34,993 |
|
$ |
40,476 |
|
$ |
150,308 |
|
|
$ |
165,737 |
|
|
Segment
operating income (1) |
|
$ |
10,720 |
|
$ |
10,720 |
|
$ |
42,673 |
|
|
$ |
46,477 |
|
|
Average
revenues per member (4) |
|
$ |
3,659 |
|
$ |
3,875 |
|
$ |
14,919 |
|
|
$ |
15,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
USD: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
revenues |
|
$ |
36,179 |
|
$ |
39,550 |
|
$ |
151,145 |
|
|
$ |
145,966 |
|
|
Segment
operating income (1) |
|
$ |
1,265 |
|
$ |
4,788 |
|
$ |
12,994 |
|
|
$ |
16,770 |
|
|
Consumer
orders (2) |
|
|
701 |
|
|
728 |
|
|
2,690 |
|
|
|
2,661 |
|
|
Average
order value (3) |
|
$ |
43.51 |
|
$ |
44.84 |
|
$ |
46.69 |
|
|
$ |
45.30 |
|
|
In
GBP: |
|
Segment
revenues |
|
£ |
28,181 |
|
£ |
29,711 |
|
£ |
112,628 |
|
|
£ |
113,407 |
|
|
Average
order value (3) |
|
£ |
33.91 |
|
£ |
33.70 |
|
£ |
34.84 |
|
|
£ |
35.22 |
|
|
Average
currency exchange rate: GBP to USD |
|
|
1.28 |
|
|
1.33 |
|
|
1.34 |
|
|
|
1.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FTD COMPANIES, INC. |
|
UNAUDITED RECONCILIATIONS |
|
(in thousands) |
|
The following tables contain reconciliations of
Adjusted EBITDA and Free Cash Flow to financial measures reported
in accordance with Generally Accepted Accounting Principles
("GAAP"). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF SEGMENT OPERATING
INCOME/(LOSS) TO NET LOSS AND NET LOSS TO ADJUSTED
EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended December
31, |
|
Twelve Months Ended December
31, |
|
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
Segment Operating Income/(loss)
(1) : |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Consumer |
|
$ |
5,439 |
|
|
$ |
9,291 |
|
|
$ |
(4,556 |
) |
|
$ |
46,439 |
|
|
Florist |
|
|
10,720 |
|
|
|
10,720 |
|
|
|
42,673 |
|
|
|
46,477 |
|
|
International |
|
|
1,265 |
|
|
|
4,788 |
|
|
|
12,994 |
|
|
|
16,770 |
|
|
Unallocated expenses |
|
|
(11,613 |
) |
|
|
(12,171 |
) |
|
|
(54,099 |
) |
|
|
(44,599 |
) |
|
Impairment of goodwill, intangible assets, and other long-lived
assets |
|
|
(67,077 |
) |
|
|
(194,607 |
) |
|
|
(206,704 |
) |
|
|
(300,342 |
) |
|
Depreciation and amortization |
|
|
(3,378 |
) |
|
|
(5,694 |
) |
|
|
(14,939 |
) |
|
|
(33,474 |
) |
|
Operating
loss |
|
|
(64,644 |
) |
|
|
(187,673 |
) |
|
|
(224,631 |
) |
|
|
(268,729 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense, net |
|
|
(8,986 |
) |
|
|
(2,485 |
) |
|
|
(21,552 |
) |
|
|
(9,797 |
) |
|
Other
income/(expense), net |
|
|
1,798 |
|
|
|
(13 |
) |
|
|
2,640 |
|
|
|
311 |
|
|
Benefit
from income taxes |
|
|
2,994 |
|
|
|
36,710 |
|
|
|
18,814 |
|
|
|
44,174 |
|
|
Net loss (GAAP Basis) |
|
$ |
(68,838 |
) |
|
$ |
(153,461 |
) |
|
$ |
(224,729 |
) |
|
$ |
(234,041 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss (GAAP Basis) |
|
$ |
(68,838 |
) |
|
$ |
(153,461 |
) |
|
$ |
(224,729 |
) |
|
$ |
(234,041 |
) |
|
Interest
expense, net |
|
|
8,986 |
|
|
|
2,485 |
|
|
|
21,552 |
|
|
|
9,797 |
|
|
Benefit
from income taxes |
|
|
(2,994 |
) |
|
|
(36,710 |
) |
|
|
(18,814 |
) |
|
|
(44,174 |
) |
|
Depreciation and amortization |
|
|
3,378 |
|
|
|
5,694 |
|
|
|
14,939 |
|
|
|
33,474 |
|
|
Stock-based compensation |
|
|
1,846 |
|
|
|
2,877 |
|
|
|
9,227 |
|
|
|
11,098 |
|
|
Transaction and integration costs |
|
|
396 |
|
|
|
9 |
|
|
|
1,308 |
|
|
|
1,119 |
|
|
Litigation and dispute settlement charges |
|
|
145 |
|
|
|
— |
|
|
|
335 |
|
|
|
— |
|
|
Impairment of goodwill, intangible assets, and other long-lived
assets |
|
|
67,077 |
|
|
|
194,607 |
|
|
|
206,704 |
|
|
|
300,342 |
|
|
Restructuring and other exit costs |
|
|
150 |
|
|
|
122 |
|
|
|
18,247 |
|
|
|
2,179 |
|
|
Corporate reorganization costs |
|
|
4,289 |
|
|
|
— |
|
|
|
6,971 |
|
|
|
— |
|
|
Gain on
sale of business |
|
|
(1,883 |
) |
|
|
— |
|
|
|
(2,309 |
) |
|
|
— |
|
|
Adjusted EBITDA (5) |
|
$ |
12,552 |
|
|
$ |
15,623 |
|
|
$ |
33,431 |
|
|
$ |
79,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF NET CASH PROVIDE BY/(USED
FOR) OPERATING ACTIVITIES TO FREE CASH
FLOW |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended December
31, |
|
Twelve Months Ended December
31, |
|
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash
provided by/(used for) operating activities (GAAP
Basis) |
|
$ |
44,852 |
|
|
$ |
70,961 |
|
|
$ |
(11,239 |
) |
|
$ |
52,817 |
|
|
Capital
expenditures |
|
|
(7,402 |
) |
|
|
(4,426 |
) |
|
|
(33,756 |
) |
|
|
(15,103 |
) |
|
Cash paid
for restructuring and other exit costs |
|
|
2,026 |
|
|
|
1,221 |
|
|
|
4,485 |
|
|
|
8,360 |
|
|
Cash paid
for corporate reorganization costs |
|
|
2,589 |
|
|
|
— |
|
|
|
3,697 |
|
|
|
— |
|
|
Cash paid
for transaction and integration costs |
|
|
599 |
|
|
|
22 |
|
|
|
834 |
|
|
|
2,155 |
|
|
Cash paid
for litigation and dispute settlement charges |
|
|
— |
|
|
|
530 |
|
|
|
— |
|
|
|
555 |
|
|
Free Cash Flow (6) |
|
$ |
42,664 |
|
|
$ |
68,308 |
|
|
$ |
(35,979 |
) |
|
$ |
48,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FTD Companies, Inc. (NASDAQ:FTD)
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