<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
Commission File Number
33-91582
--------
FTD CORPORATION
---------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3711271
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
3113 WOODCREEK DRIVE
DOWNERS GROVE, IL 60515-5420
----------------------------
(Address of Principal Executive Offices) (Zip Code)
(630) 719-7800
--------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check whether the registrant (1) has filed all reports
required to be filed by Section 13 and 15(d) of the Securities Exchange Action
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of May 14, 1997, there were outstanding 6,124,539 shares of the
Registrant's class A common stock, par value $.01 per share, and 1,566,686
shares of the Registrant's class B common stock, par value $.0005 per share.
1
<PAGE> 2
FTD CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Statements of Financial Position at
March 31, 1997 and June 30, 1996 3
Consolidated Condensed Statements of Operations
For the Three and Nine Month periods Ended March 31, 1997 and 1996 4
Consolidated Condensed Statements of Cash Flows for the
Nine Month periods Ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FTD Corporation
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, June 30,
1997 1996
ASSETS (Unaudited)
--------- --------
------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 34,082 $ 26,650
Accounts receivable, less allowance for doubtful accounts
of $1,917 at March 31, 1997 and $1,412 at June 30,1996 24,066 24,080
Inventories, principally finished goods, net 14,217 12,467
Other current assets 8,829 7,287
-------- --------
Total current assets 81,194 70,484
Property and equipment, less accumulated depreciation
of $22,690 at March 31, 1997 and $15,158 at June 30, 1996 29,196 35,328
Other noncurrent assets:
Other noncurrent assets 6,096 6,856
Goodwill and other intangible assets, less accumulated amortization
of $7,410 at March 31, 1997 and $4,874 at June 30, 1996 80,607 83,414
-------- --------
Total other noncurrent assets 86,703 90,270
-------- --------
Total assets $197,093 $196,082
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 11,211 $ 8,496
Accounts payable 31,475 28,359
Accrued member incentive programs 13,834 12,949
Accrued severance and related costs 1,738 1,319
Other accrued liabilities 7,741 6,059
Unearned income and members' deposits 12,206 10,584
-------- --------
Total current liabilities 78,205 67,766
Long-term debt 79,558 87,781
Postretirement benefits 6,723 7,162
Accrued pension obligations 1,383 4,061
Deferred income taxes 1,287 --
Minority interest in subsidiary 164 171
Stockholders' equity:
Common stock:
Class A 62 62
Class B 1 1
Paid-in capital 35,607 35,607
Accumulated earnings (deficit) (5,715) (6,274)
Notes receivable 0 (128)
Treasury stock (182) (127)
-------- --------
Total stockholders' equity 29,773 29,141
-------- --------
Total liabilities and stockholders' equity $197,093 $196,082
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
FTD CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
1997 1996 1997 1996
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Marketplace $18,837 $17,960 $ 43,531 $ 49,758
Clearinghouse 8,630 8,855 25,248 26,953
Mercury Network 9,298 8,316 27,698 23,876
Other 11,076 9,663 30,527 26,608
------- ------- -------- --------
Total revenues 47,841 44,794 127,004 127,195
------- ------- -------- --------
Costs:
Products and distribution 12,354 12,395 30,215 33,931
Floral order transmissions and processing services 7,450 7,920 21,643 21,987
Member programs 7,411 7,547 23,585 23,587
------- ------- -------- --------
Total costs of goods sold & services provided 27,215 27,862 75,443 79,505
Selling, general and administrative 13,884 14,589 40,999 43,157
------- ------- -------- --------
Income from operations 6,742 2,343 10,562 4,533
Interest (income) (360) (370) (1,018) (1,002)
Interest expense 3,206 3,337 9,744 10,215
------- ------- -------- --------
Income (loss) before income taxes and
minority interest 3,896 (624) 1,836 (4,680)
Income taxes expense (benefit) 1,604 (11) 1,284 (1,072)
Minority interest in income (loss) of subsidiary 22 14 (7) (18)
------- ------- -------- --------
Net income (loss) $ 2,270 ($627) $ 559 ($3,590)
======= ======= ======== ========
Primary and fully diluted earnings (loss) per share $ 0.30 ($0.09) $ 0.07 ($0.51)
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
FTD CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
March 31, March 31,
1997 1996
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $15,511 $ 1,844
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,339) (3,246)
------- -------
Net cash used in investing activities (2,339) (3,246)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (5,751) (3,260)
Issuance (repurchase) of common stock (55) 654
Payments on notes receivable 128 149
------- -------
Net cash used in financing activities (5,678) (2,457)
Effect of exchange rate changes on cash (62) 15
------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 7,432 (3,844)
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 26,650 24,482
------- -------
END OF PERIOD $34,082 $20,638
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid $ 6,610 $ 7,045
======= =======
Income taxes paid $ 194 $ 158
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
FTD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The unaudited consolidated financial statements at March 31, 1997, include
the accounts of FTD Corporation and its wholly owned subsidiary, Florists'
Transworld Delivery, Inc. (collectively, the "Company" or "FTD"). These
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information pursuant to the rules and
regulations of the Securities and Exchange Commission and do not contain all
information included in the audited consolidated financial statements and notes
for the year ended June 30, 1996. In the opinion of FTD management, all
adjustments necessary for a fair presentation of the financial position and
results of operations have been included (and any such adjustments are of a
normal, recurring nature, except as disclosed herein). Due to seasonal
variations in FTD's business, operating results for the three and nine month
periods ended March 31, 1997 are not necessarily indicative of the results that
might be expected for the year ended June 30, 1997.
Certain amounts in the March 31, 1996 consolidated condensed financial
statements have been reclassified to conform to the current year presentation.
Note 2. Restructuring Costs
On January 3, 1997, FTD's Board of Directors approved a plan to
consolidate corporate staff and operations into its Downers Grove, Illinois
facility, which should enable FTD to improve program execution and to help
achieve FTD's goal to better serve its customers. Leased office space in
Boston, Massachusetts was sub-leased, and land and buildings, in the
Southfield, Michigan were sold at book value in a transaction which closed on
April 21, 1997. The economic impact of this facility consolidation plan was
estimable prior to March 31, 1997, and therefore, the direct costs associated
with the plan were appropriately recognized in the three month period ending
March 31, 1997. FTD's bank credit agreement requires FTD to use the net
proceeds from the sale of assets to reduce the outstanding term loan and as a
result, future interest costs will be reduced. In accordance with EITF
Consensus no. 94-3 "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity", non-recurring charges in
connection with the consolidation including severance, asset impairment losses,
and other costs aggregating $2.3 million were recognized in selling, general
and administrative costs in the three month period ended March 31, 1997. The
severance cost results from the planned termination of approximately 183
employees, who performed all the corporate and operating functions at the
Southfield and Boston locations, of which approximately 164 employees had been
terminated as of March 31, 1997.
6
<PAGE> 7
The following table reflects the changes to accrued severance, asset
impairment loss, and other reserves for the nine month period ended March 31,
1997 (in thousands):
<TABLE>
<CAPTION> Additional
reserves due Balances
Balances to at
at consolidation Costs March
June 30, of facilities paid 31, 1997
------- ------------- ---- --------
<S> <C> <C> <C> <C>
Severance benefits $1,319 $1,292 $873 $1,738
Asset impairment loss 0 763 31 732
Other 0 277 10 267
------ ------ ---- ------
Total $1,319 $2,332 $914 $2,737
====== ====== ==== ======
</TABLE>
Note 3. Capital Transactions
During the three month period ended March 31, 1997, pursuant to the terms
of FTD's 1994 Stock Award and Incentive Plan, options to purchase 45,500 class
A shares were granted. In addition, options to purchase 149,500 class A shares
previously granted, were canceled.
Note 4. Earnings Per Share
Primary and fully diluted earnings (loss) per common share and common
equivalent share has been computed based on the weighted average number of
common and common equivalent shares outstanding of 7,693,175 for the three
month period and 7,695,875 for the nine month period ended March 31, 1997 and
7,019,254 for the three month and 6,998,189 for the nine month periods ended
March 31, 1996.
Note 5. Employee Benefit Obligations
FTD has established a new 401(k) savings plan for all of its eligible
employees to replace certain benefits eliminated under its defined benefit
pension plan. Effective January 1, 1997, amendments to FTD's defined benefit
pension plan were adopted, including the elimination of the accrual of future
benefits under the plan. As a result of these amendments, and the
corresponding remeasurement of the accumulated and projected benefit
obligations under the plan, a pre-tax pension curtailment gain of $2.7 million
was recognized in income as a reduction in selling, general and administrative
costs during the three month period ended March 31, 1997.
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<PAGE> 8
The consolidation of corporate staff and operations into one facility,
together with other factors, resulted in the termination of numerous employees
which significantly reduced the expected years of future service of those
employees and FTD's corresponding liability for certain post retirement
benefits. These terminations caused a decrease in FTD's post retirement
obligation and generated a pretax gain of $0.8 million which was recorded in
the three month period ended March 31, 1997, as a reduction in selling, general
and administrative expenses. In addition, FTD amended its post retirement
benefit plan effective January 1, 1997, and will no longer provide such
benefits to employees hired after January 1, 1997.
The consolidation into one facility and the above described voluntary and
involuntary employee terminations could also result in a partial settlement of
FTD's defined benefit pension plan. Although FTD cannot currently estimate the
number of terminated employees who will request an immediate cash distribution
from the plan or the amount of cash distributions to be paid to such employees
by June 30, 1997, FTD expects to recognize a settlement gain in the three month
period ending June 30, 1997.
8
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Except for the historical information contained in this report, certain
statements made herein are forward-looking statements that involve risks and
uncertainties and are subject to important factors that could cause actual
results to differ materially from these forward-looking statements, including,
without limitation, the effect of economic and market conditions and the impact
of competitive activities.
The following is a discussion of changes in FTD's financial condition and
results of operations for the three and nine month periods ended March 31, 1997
compared with the corresponding periods of 1996.
FTD generates its revenue from four principal areas of operation.
Marketplace represents FTD's wholesale distribution of non-perishable hardgoods
to retail florists in North America. FTD's Clearinghouse operation provides
order billing and collection services to sending and receiving florists, and
FTD receives a percentage of the sales price for the service. Mercury Network
is FTD's proprietary telecommunications network used by florists to transmit
floral orders through FTD or other competing clearinghouses. Other revenue is
derived from the 1-800-SEND-FTD direct marketing business, credit card
authorization and processing, publications and an after hours order taking
service.
THREE MONTH PERIOD ENDED MARCH 31, 1997 COMPARED TO THREE MONTH PERIOD ENDED
MARCH 31, 1996.
Revenue increased by $3.0 million, or 6.8%, to $47.8 million for the three
month period ended March 31, 1997, compared to $44.8 million for the three
month period ended March 31, 1996. Mercury Network revenue increased $1.0
million due to increased sales of Advantage floral business systems, and
transmissions revenue. Other revenue experienced a net increase of $1.4
million, substantially the result of increased 1-800-SEND-FTD order volume and
publications revenue. Marketplace revenue experienced a net increase of $0.9
million primarily due to increased sales volume of holiday products resulting
from the timing of Marketplace sales promotions. Clearinghouse revenues
decreased by $0.2 million, which resulted from a decline in the volume of
floral orders cleared through FTD. The timing of the Easter holiday increased
revenues in Mercury Network, the Clearinghouse and 1-800-SEND-FTD by
approximately $0.2, $0.4 and $0.2 million respectively.
The cost of goods sold and services provided decreased by $0.6 million, or
2.3%, to $27.2 million for the three month period ended March 31, 1997 from
$27.9 million for the three month period ended March 31, 1996. As a percent
of revenue, cost of goods sold and services provided decreased to 56.9% for the
three month period ended March 31, 1997, from 62.2% for the three month period
ended March 31, 1996. The decrease in cost is substantially due to
improvements in customer service operations.
9
<PAGE> 10
Selling, general and administrative expenses decreased $0.7 million for
the three month period ended March 31, 1997 compared to the same period in
1996. General and administrative expenses decreased $3.9 million primarily due
to a pension curtailment gain of $2.7 million and a $0.8 million post
retirement gain. These gains were offset by increased costs of $3.0 million
due to FTD's facility consolidation efforts, and other related actions.
Interest expense for the three month period ended March 31, 1997 was $3.2
million as compared to $3.3 million in the prior year. The decrease was
attributable to lower average debt outstanding due to scheduled principal
payments.
Income taxes for the three month period ended March 31, 1997 were $1.6
million compared to a small tax benefit for the comparable period in the prior
year. The change resulted from the increase in taxable income (loss).
Net income was $2.2 million for the three month period ended March 31,
1997, an improvement of $2.8 million, from a loss of $0.6 million for the three
month period ended March 31, 1996. The change is attributable to the factors
previously discussed.
NINE MONTH PERIOD ENDED MARCH 31, 1997 COMPARED TO NINE MONTH PERIOD ENDED
MARCH 31, 1996
Revenue decreased by $0.2 million, to $127.0 million for the nine month
period ended March 31, 1997, compared to $127.2 million for the nine month
period ended March 31, 1996. Mercury Network revenue increased $3.8 million
due to increased transmissions revenue, and increased sales of Advantage floral
business systems. Other revenue experienced a net increase of $3.9 million,
substantially the result of increased 1-800-SEND-FTD order volume and
publications revenue. Marketplace revenue decreased by a net amount of $6.2
million from the prior period due to lower sales volume of holiday products.
Clearinghouse revenue decreased by $1.7 million which resulted from a decline
in the volume of floral orders cleared through FTD.
The cost of goods sold and services provided decreased by $4.1 million, or
5.1%, to $75.4 million for the nine month period ended March 31, 1997, from
$79.5 million for the nine month period ended March 31, 1996. This is
primarily the result of lower cost of goods sold related to the Marketplace
revenue discussed above. In addition, FTD realized cost reductions resulting
from improvements in customer service operations. As a percent of revenue,
cost of goods sold and services provided decreased to 59.1% for the nine month
period ended March 31, 1997, from 62.5% for the nine month period ended March
31, 1996.
Selling, general and administrative expenses decreased by $2.2 million, or
5.0% for the nine month period ended March 31, 1997, compared to the same
period in 1996. The decrease is primarily due to FTD's investment in increased
advertising and promotional expenditures for the comparable 1996 period.
General and administrative expenses decreased $3.9 million primarily due
10
<PAGE> 11
to a pension curtailment gain of $2.7 million and a $0.8 million post
retirement curtailment gain. These gains were offset by the increased costs
of $3.0 million due to FTD's facility consolidation efforts, and other related
actions.
Interest expense for the nine month period ended March 31, 1997, was $9.7
million as compared to $10.2 million in the prior year. The decrease was
attributable to lower average debt outstanding due to scheduled principal
payments.
Income taxes for the nine month period ended March 31, 1997, were $1.3
million compared to a benefit of $1.1 million for the comparable period in the
prior year. The change resulted from the increase in taxable income (loss).
Net Income was $0.6 million for the nine month period ended March 31,
1997, an improvement of $4.2 million, from a loss of $3.6 million for the nine
month period ended March 31, 1996. The change is attributable to the factors
previously discussed.
LIQUIDITY AND CAPITAL RESOURCES
FTD has two sources of long-term debt consisting of a bank credit
agreement and senior subordinated notes. The bank credit agreement consists of
$45.0 million in term loans and a $25.0 million revolving credit facility,
which has not been utilized to date. The term loans bear interest at floating
rates and are to be repaid over five years. FTD has repaid $5.8 million of
these loans in the nine month period ended March 31, 1997. On April 21,1997,
FTD paid down $6.2 million of the term loan with the net proceeds from the sale
of its Southfield, Michigan building, as required by its bank credit agreement.
FTD has funded the interest and debt repayments for the bank debt and notes
through cash flow from operations.
For the nine month period ended March 31, 1997, FTD generated cash in the
amount of $7.4 million, as compared to a $3.8 million decrease in cash for the
nine month period ended March 31, 1996.
Cash provided by operating activities was $15.5 million for the nine month
period ended March 31, 1997, compared to $1.8 million for the nine month period
ended March 31, 1996. Depreciation and amortization was $10.7 million for the
nine month period ended March 31, 1997, and $11.6 million for the nine month
period ended March 31, 1996. The increase in cash, in addition to improved
operating results, is primarily due to the timing of the Easter holiday credit
card transactions which also reduces accounts receivable and increases accounts
payable of FTD's floral customers.
Cash used in investing activities, consisting solely of capital
expenditures, was $2.3 million for the nine month period ended March 31, 1997
compared to $3.2 million for the nine month period ended March 31, 1996. Cash
used in financing activities, primarily reflecting the payment of
11
<PAGE> 12
principal on the term loans was $5.7 million for the nine month period ended
March 31, 1997 compared to $2.5 million for the nine month period ended
March 31, 1996. FTD has agreed to repurchase 116,618 shares of Class A Common
Stock for an aggregate purchase price of $667,426, from a former executive
under terms allowed by its debt agreement. On April 22, 1997, 45,689 of these
shares were repurchased for $241,848.
On January 3, 1997, FTD's Board of Directors approved a plan to
consolidate corporate staff and operations into its Downers Grove, Illinois
facility, which should enable FTD to improve program execution and to help
achieve FTD's goal to better serve its customers. Leased office space in
Boston, Massachusetts was sub-leased, and land and buildings, in the
Southfield, Michigan were sold at book value in a transaction which closed on
April 21, 1997. The economic impact of this facility consolidation plan was
estimable prior to March 31, 1997, and therefore, the direct costs associated
with the plan were appropriately recognized in the three month period ending
March 31, 1997. FTD's bank credit agreement requires FTD to use the net
proceeds from the sale of assets to reduce the outstanding term loan and as a
result, future interest costs will be reduced. In accordance with EITF
Consensus no. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Cost to Exit and Activity" non-recurring charges in
connection with the consolidation including severance, asset impairment losses,
and other costs aggregating $2.3 million were recognized as liabilities as of
March 31, 1997. Additional non-recurring expenses of $0.7 million were also
incurred in connection with the consolidation resulting in a total of $3.0
million in non-recurring costs being recorded in the three month period ended
March 31, 1997.
12
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------
10 Amendment No. 2 to Whitman Employment Agreement.
11 Computation of Earnings Per Share.
11.1 Computation of Earnings Per Share.
27 Financial Data Schedule.
(b) Reports on Form 8-K
FTD did not file any reports on Form 8-K during the three month period
ended March 31, 1997.
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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 thereunto duly authorized on the 14th day of May, 1997.
FTD CORPORATION
By: /s/ Douglas L. Hagemann
-----------------------------
Douglas L. Hagemann
Director of Finance and Treasurer
(Principal financial officer and officer duly authorized
to sign on behalf of registrant)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Paper (P)
Exhibit or
Number Description Electronic (E)
------- ----------- --------------
<S> <C> <C>
10 Amendment No. 2 to Whitman Employment
Agreement. E
11 Computation of Earnings Per Share E
27 Financial Data Schedule E
</TABLE>
15
<PAGE> 1
EXHIBIT 10
AMENDMENT TO WHITMAN EMPLOYMENT AGREEMENT
Amendment No. 2 dated as of January 3, 1997, among FTD Corporation a
Delaware corporation ("FTD Corporation"), Florists' Transworld Delivery, Inc.,
a Michigan corporation (the "Company") and Margaret C. Whitman (the
"Executive"), amending the Employment Agreement dated as of March 31, 1995 (as
amended, the "Agreement"), among FTD Corporation (formerly known as Perry
Capital Corp.), FTD and the Executive.
WITNESSETH:
WHEREAS, Executive, FTD Corporation and FTD deem it to be
in their respective best interests to amend certain terms and provisions of the
Agreement as set forth in this Amendment No. 2.
NOW, THEREFORE, in consideration of the premises and the
mutual promises and agreements contained herein, it is hereby agreed as follows:
1. Definitions. All terms used herin which are
defined in the Agreement and not otherwise defined herein are
used herein s defined therein.
2. Amendment of Section 3(b) of the Agreement.
Subsections (b)(iii) of Section 3 of the Agreement is hereby
deleted in its entirety.
3. Section 5 of the Agreement. Notwithstanding
anything to the contrary contained in Section 5 of the
Agreement, the parties hereto hereby agree that the Term of
Employment shall expire January 3, 1997.
4. Governing Law. This Amendment No. 2 shall be
governed by and construed in accordance with the internal laws
of the State of Delaware except to the extent governed by
federal law.
5. Counterparts. This Amendment No. 2 may be executed
in counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties herto have executed this
Amendment No. 2 as of the day and year first above written.
<PAGE> 2
EXECUTIVE FTD CORPORATION
By: /s/ Margaret C. Whitman By: /s/ Richard Perry
----------------------- ----------------------
Name: Richard Perry
Title: Chairman of the Board
FLORISTS' TRANSWORLD
DELIVERY, INC.
By: /s/ Richard Perry
------------------------
Name: Richard Perry
Title: Chairman of the Board
<PAGE> 1
EXHIBIT 11
FTD CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE FOR THE NINE FOR THE NINE
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1997 1996 1997 1996
----------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
PRIMARY AND FULLY DILUTED EARNINGS PER SHARE:
Net earnings (loss) $2,270 ($627) $ 559 ($3,590)
====== ====== ====== =======
Average number of common shares outsta 7,693 6,501 7,696 6,480
Common stock equivalents due to dilutive affect
of stock options and warrants 0 518 0 518
------ ------ ------- -------
Total average number of common shares
outstanding 7,693 7,019 7,696 6,998
Primary earnings (loss) per share $ 0.30 ($0.09) $ 0.07 ($0.51)
====== ====== ====== =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FTD
CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 34,082
<SECURITIES> 0
<RECEIVABLES> 24,066
<ALLOWANCES> 1,917
<INVENTORY> 14,217
<CURRENT-ASSETS> 81,194
<PP&E> 29,196
<DEPRECIATION> 22,690
<TOTAL-ASSETS> 197,093
<CURRENT-LIABILITIES> 78,205
<BONDS> 90,769
0
0
<COMMON> 63
<OTHER-SE> 29,710
<TOTAL-LIABILITY-AND-EQUITY> 197,093
<SALES> 43,531
<TOTAL-REVENUES> 127,004
<CGS> 30,215
<TOTAL-COSTS> 75,443
<OTHER-EXPENSES> 40,999
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,744
<INCOME-PRETAX> 1,836
<INCOME-TAX> 1,284
<INCOME-CONTINUING> 559
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 559
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
