8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 3, 2014

FTD Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation) 001-35901
(Commission File Number) 32-0255852
(IRS Employer
Identification No.)

3113 Woodcreek Drive

Downers Grove, Illinois 60515

(Address of Principal Executive
Offices) (Zip Code)

Telephone: (630) 719-7800

(Registrant’s telephone number,
including area code)

N/A

(Former Name or Former Address,
if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.Regulation FD Disclosure.

On November 1, 2013, FTD Companies, Inc. became an independent, publicly-traded company as a result of the completion of our separation from United Online, Inc. (the “Separation”). Prior to the Separation, we reported our business operations in one operating and reportable segment. Effective with the management changes that occurred in conjunction with the Separation, we began reporting our business operations in three operating and reportable segments: Consumer, Florist and International.

Consumer Segment. Through our Consumer segment, we are a leading direct marketer of floral and gift products for consumers, primarily in the U.S. and Canada. Our Consumer segment operates primarily through the www.ftd.com website, associated mobile sites, and the 1-800-SEND-FTD telephone number. Orders are transmitted to our floral network members or third-party suppliers for processing and delivery. The majority of consumer orders are hand-delivered by our floral network members, who provide same-day and future-day delivery services. The other consumer orders are fulfilled and shipped directly to the consumer in an elegant gift box by third parties, who provide next-day and future-day delivery services. This segment has a negative working capital model as consumers generally pay us before payment is required to be made to the floral network members and other third-party vendors.

Florist Segment. Through our Florist segment, we are a leading provider of products and services to our floral network members, which include traditional retail florists and other non-florist retail locations, primarily in the U.S. and Canada. We also provide products and services to other companies in need of floral and gifting solutions.  Our comprehensive suite of services includes, among other things, access to the FTD brand and the Mercury Man logo, which are supported by various FTD marketing campaigns; clearinghouse and order transmission services that enable our members to send, receive, and deliver floral and gift orders; access to the floral network; directory publication services; credit card processing services; e-commerce website services; online advertising tools; and system support services. Our large floral network provides an order fulfillment vehicle for our consumer orders that allows us to offer same-day delivery capability (subject to certain limitations) to recipients throughout the U.S. and Canada.

We sell products to floral network members, including fresh-cut flowers, branded and non-branded containers, packaging, promotional products, and a wide variety of other floral-related supplies. Selling branded vases and other hard goods to our members helps to ensure that the consumer orders fulfilled by our floral network members are consistent with the product imagery displayed on our websites. We also provide point-of-sale systems and related technology services that enable our floral network members to transmit and receive orders and manage several back-office functions of a retailer’s business, including accounting, customer relationship management, direct marketing campaigns, delivery route management, and event planning.

International Segment. Our International segment consists of our international business, Interflora, which operates primarily in the U.K. and the Republic of Ireland. Interflora is a leading direct marketer of floral and gift products for consumers and operates primarily through its www.interflora.co.uk and www.interflora.ie websites, associated mobile sites, and various telephone numbers. Our portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar. Orders are transmitted to floral network members or third-party suppliers for processing and delivery. The majority of consumer orders are hand-delivered by our floral network members, who provide same-day delivery, including three-hour, as well as, morning and evening delivery options, and future-day delivery services. The remaining consumer orders are fulfilled and shipped directly to the consumer in an elegant gift box by third parties, who provide next-day and future-day delivery services. This segment has a negative working capital model as consumers generally pay us before payment is required to be made to floral network members or other third-party vendors. Interflora also provides products and services to floral network members, funeral directors, and to other companies in need of floral and gifting solutions. These include access to the Interflora brand, services that enable our members to send, receive, and deliver floral and gift orders, and e-commerce website services.  In addition, we sell fresh-cut flowers, certain associated gift products, and floral-related supplies to our floral network members. Our large floral network provides an order fulfillment vehicle for our consumer orders that allows us to offer multiple delivery options (subject to certain limitations) to recipients throughout the U.K. and the Republic of Ireland.

For informational purposes only, we are hereby furnishing certain unaudited financial information in the attached Exhibit 99.1 reflecting our current segment presentation. These changes do not affect any financial statements we previously filed with the Securities and Exchange Commission nor do they change our consolidated financial condition, results of operations, or cash flows for any completed period or reflect any subsequent information or events, other than the change in segments described above. This Form 8-K should be read in conjunction with our Registration Statement on Form 10 and our Form 10-Q for the quarterly period ended September 30, 2013.

2

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits:

Exhibit No.	Description
99.1	Segment information for the quarters ended March 31, June 30, and September 30, 2013, for each quarter in the year ended December 31, 2012, and for the years ended December 31, 2012 and 2011.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 3, 2014	FTD COMPANIES, INC.
	By:	/s/ Becky A. Sheehan
		Becky A. Sheehan
		Executive Vice President andChief Financial Officer

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Segment information for the quarters ended March 31, June 30, and September 30, 2013, for each quarter in the year ended December 31, 2012, and for the years ended December 31, 2012 and 2011.

5

EX-99.1

Exhibit 99.1

SEGMENT INFORMATION

The tables below present certain unaudited financial information for the periods presented reflecting our current segment presentation adopted in connection with our separation from United Online, Inc.  This information includes a number of key business metrics that we use to help us monitor our performance and trends affecting our segments, and to develop forecasts and budgets.

Segment operating income. Our chief operating decision maker uses segment operating income to evaluate the performance of our business segments and to make decisions about allocating resources among segments. Segment operating income is operating income excluding depreciation, amortization, litigation and dispute settlement charges or gains, transaction-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.

Consumer orders.  We monitor the number of consumer orders for floral, gift and related products during a given period. Consumer orders are orders delivered during the period that originated in the U.S. and Canada, primarily from the www.ftd.com website, associated mobile sites, and the 1-800-SEND-FTD telephone number; and in the U.K. and the Republic of Ireland, primarily from the www.interflora.co.uk and www.interflora.ie websites, associated mobile sites, and various telephone numbers. The number of consumer orders is not adjusted for non-delivered orders that are refunded on or after the scheduled delivery date. Orders originating with a florist or other retail location for delivery to consumers are not included as part of this number.

Average order value.  We monitor the average value for consumer orders delivered in a given period, which we refer to as the average order value. Average order value represents the average amount received for consumer orders delivered during a period. The average order value of consumer orders within our Consumer and International segments is tracked for each segment in their local currency, the U.S. Dollar for the Consumer segment and the British Pound (“GBP”) for the International segment. The local currency amounts received for the International segment are then translated into U.S. dollars at the average currency exchange rate for the period. Average order value includes merchandise revenues and shipping or service fees paid by the consumer, less discounts and refunds (net of refund-related fees charged to floral network members).

Average revenues per member. We monitor average revenues per member for our floral network members in the Florist segment. Average revenues per member represents the average revenues received from a member of our floral network during a period. Revenues include services revenues and products revenues, but exclude revenues from sales to non-members. Floral network members include our retail florists and other non-florist retail locations 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.

7

FTD Companies, Inc.

Unaudited Revenues and Segment Operating Income

(in thousands)

	Three Months Ended																					Year Ended December 31,
	March 31,2013			June 30,2013			September 30, 2013			March 31,2012			June 30,2012			September 30,2012			December 31,2012			2012			2011
Revenues:
Consumer	$	93,012		$	98,260		$	52,820		$	86,072		$	101,570		$	51,686		$	77,675		$	317,003		$	302,477
Florist	47,538			41,365			36,083			42,641			41,071			35,333			39,135			158,180			151,856
International	54,982			30,472			32,763			52,581			30,881			32,458			41,161			157,081			150,935
Intersegment eliminations	(5,249		)	(5,818		)	(3,139		)	(4,847		)	(5,995		)	(3,115		)	(4,793		)	(18,750		)	(18,019		)
Total revenues	$	190,283		$	164,279		$	118,527		$	176,447		$	167,527		$	116,362		$	153,178		$	613,514		$	587,249
Operating Income:
Segment operating income:
Consumer	$	10,273		$	11,628		$	5,361		$	9,817		$	11,669		$	5,346		$	8,413		$	35,245		$	33,267
Florist	13,592			12,318			10,094			11,267			11,622			10,028			11,508			44,425			41,442
International	7,194			2,858			3,508			7,257			3,437			2,823			4,772			18,289			18,925
Unallocated expenses	(5,182		)	(6,295		)	(8,596		)	(4,913		)	(4,737		)	(4,683		)	(4,079		)	(18,412		)	(18,395		)
Depreciation and amortization	(8,653		)	(8,575		)	(7,923		)	(8,792		)	(8,838		)	(8,943		)	(8,785		)	(35,358		)	(34,022		)
Operating income (GAAP basis)	$	17,224		$	11,934		$	2,444		$	14,636		$	13,153		$	4,571		$	11,829		$	44,189		$	41,217

8

FTD Companies, Inc.

Unaudited Segment Metrics

(in thousands, except average order value, average revenues per member and average currency exchange rate)

	Three Months Ended
	March 31,		June 30,		September 30,		March 31,		June 30,		September 30,		December 31,		Year Ended December 31,
	2013		2013		2013		2012		2012		2012		2012		2012		2011
Consolidated:
Consolidated revenues	$	190,283	$	164,279	$	118,527	$	176,447	$	167,527	$	116,362	$	153,178	$	613,514	$	587,249
Consolidated operatingincome	$	17,224	$	11,934	$	2,444	$	14,636	$	13,153	$	4,571	$	11,829	$	44,189	$	41,217
Consumer:
Segment revenues	$	93,012	$	98,260	$	52,820	$	86,072	$	101,570	$	51,686	$	77,675	$	317,003	$	302,477
Segment operating income	$	10,273	$	11,628	$	5,361	$	9,817	$	11,669	$	5,346	$	8,413	$	35,245	$	33,267
Consumer orders	1,283		1,425		712		1,178		1,496		709		1,102		4,485		4,333
Average order value	$	68.46	$	64.92	$	69.89	$	69.00	$	63.96	$	68.56	$	66.24	$	66.57	$	65.73
Florist:
Segment revenues	$	47,538	$	41,365	$	36,083	$	42,641	$	41,071	$	35,333	$	39,135	$	158,180	$	151,856
Segment operating income	$	13,592	$	12,318	$	10,094	$	11,267	$	11,622	$	10,028	$	11,508	$	44,425	$	41,442
Average revenues per member	$	3,358	$	3,011	$	2,649	$	2,899	$	2,867	$	2,495	$	2,748	$	11,004	$	10,259
International:
Segment revenues	$	54,982	$	30,472	$	32,763	$	52,581	$	30,881	$	32,458	$	41,161	$	157,081	$	150,935
Segment operating income	$	7,194	$	2,858	$	3,508	$	7,257	$	3,437	$	2,823	$	4,772	$	18,289	$	18,925
Consumer orders	921		496		538		819		501		530		685		2,535		2,295
Average order value (in GBP)	£	32.95	£	33.05	£	32.76	£	34.34	£	32.35	£	32.26	£	31.29	£	32.69	£	34.50
Average order value (in USD)	$	50.65	$	50.80	$	50.85	$	54.16	$	51.16	$	51.01	$	50.32	$	51.87	$	55.39
Average currency exchangerate: GBP to USD	1.54		1.54		1.55		1.58		1.58		1.58		1.61		1.59		1.61

9