<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 DECEMBER 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 February 13, 1998, there were outstanding 12,556,500 shares of
the Registrant's Class A Common Stock, par value $.01 per share, and 3,000,000
shares of the Registrant's Class B Common Stock, par value $.0005 per share.
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FTD CORPORATION
INDEX
PAGE
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets at December 31, 1997
and June 30, 1997 3
Consolidated Condensed Statements of Operations
for the Three and Six Month periods Ended
December 31, 1997 and 1996 4
Consolidated Condensed Statements of Cash Flows for the
Six Month periods Ended December 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 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit Index 14
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FTD CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
1997 JUNE 30,
ASSETS (UNAUDITED) 1997
------------ -----------
(IN THOUSANDS)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 21,023 $ 28,294
Accounts receivable, less allowance for doubtful accounts
of $2,495 at December 31, 1997 and $2,211 at June 30, 1997 35,415 24,979
Inventories, principally finished goods, net 14,770 14,992
Deferred income taxes 7,242 7,242
Other current assets 2,240 2,034
--------- ---------
TOTAL CURRENT ASSETS 80,690 77,541
Property and equipment, less accumulated depreciation
of $28,767 at December 31, 1997 and $23,925 at June 30, 1997 15,901 20,580
OTHER ASSETS:
Deferred financing costs, less accumulated amortization
of $4,505 at December 31, 1997 and $2,724 at June 30, 1997 2,965 3,394
Other noncurrent assets 1,810 1,979
Goodwill and other intangibles, less accumulated amortization
of $9,059 at December 31, 1997 and $7,528 at June 30, 1997 76,699 78,230
--------- ---------
TOTAL OTHER ASSETS 81,474 83,603
--------- ---------
TOTAL ASSETS $ 178,065 $ 181,724
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ - $ 9,297
Accounts payable 42,300 29,237
Accrued member incentive programs 14,217 13,816
Accrued severance costs 673 1,245
Other accrued liabilities 7,138 5,765
Members' deposits 10,312 9,991
Unearned income 2,018 2,724
--------- ---------
TOTAL CURRENT LIABILITIES 76,658 72,075
Long-term debt, less current maturities 67,932 73,103
Post-retirement benefits, less current portion 6,577 6,577
Accrued pension obligations, less current portion 426 876
Deferred income taxes 1,290 1,765
Minority interest in subsidiary - 156
STOCKHOLDERS' EQUITY:
Common stock:
Class A 62 62
Class B 1 1
Paid-in capital 36,049 35,639
Accumulated deficit (10,008) (8,013)
Notes receivable (295) (32)
Treasury stock (627) (485)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 25,182 27,172
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 178,065 $ 181,724
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
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FTD CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
December 31, December 31,
-------------------- -----------------------
1997 1996 1997 1996
-------- -------- -------- -----------
(In thousands, except per share amounts)
REVENUES:
<S> <C> <C> <C> <C>
Marketplace $ 13,488 $ 11,055 26,017 24,694
Clearinghouse 10,052 10,639 16,903 17,841
Mercury Network 9,201 9,902 17,222 18,400
Other 9,932 10,044 18,018 17,772
-------- -------- -------- --------
Total revenues 42,673 41,640 78,160 78,707
-------- -------- -------- --------
COSTS:
Products and distribution 11,400 8,400 20,146 17,861
Floral order transmissions and processing services 6,908 7,112 13,624 14,192
Member programs 7,665 8,908 14,241 15,720
-------- -------- -------- --------
Total cost of goods sold and services
provided 25,973 24,420 48,011 47,773
Selling, general and administrative expense 15,833 15,803 25,969 27,116
-------- -------- -------- --------
Income from operations 867 1,417 4,180 3,818
OTHER INCOME AND EXPENSES:
Interest expense (net of interest income) 2,505 2,942 5,181 5,879
-------- -------- -------- --------
Loss before income tax expense
and minority interest (1,638) (1,525) (1,001) (2,061)
Income tax expense (benefit) (330) (344) 128 (321)
Minority interest in loss of subsidiary - (19) (1) (30)
-------- -------- -------- --------
Net loss before extraordinary item ($ 1,308) ($ 1,162) ($ 1,128) ($ 1,710)
EXTRAORDINARY ITEM:
Loss on extinguishment of debt net of $490 income tax benefit (835) - (835) -
-------- -------- -------- --------
Net loss ($ 2,143) ($ 1,162) ($ 1,963) ($ 1,710)
======== ======== ======== ========
LOSS PER SHARE * :
Basic and Diluted before extraordinary item ($ 0.09) ($ 0.08) ($ 0.08) ($ 0.11)
Extraordinary item ($ 0.05) - ($ 0.05) -
-------- -------- -------- --------
Basic and Diluted ($ 0.14) ($ 0.08) ($ 0.13) ($ 0.11)
======== ======== ======== ========
</TABLE>
* Adjusted to reflect the 100% stock dividend declared on February 2, 1998 to
stockholders of record as of February 9, 1998.
See accompanying notes to consolidated financial statements.
4
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FTD CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
December 31, December 31,
1997 1996
----------- --------------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 9,033 $ 7,233
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (753) (2,086)
Sale of property, plant & equipment 480 -
-------- --------
Net cash used in investing activities (273) (2,086)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds of long-term debt 23,648 -
Repayments of long-term debt (39,652) (3,005)
Issuance (repurchase) of common stock, net 268 (55)
Change in stockholder notes receivable (263) 128
-------- --------
Net cash used in financing activities (15,999) (2,932)
-------- --------
Effect of exchange rate changes on cash (32) -
-------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (7,271) 2,215
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 28,294 26,650
-------- --------
END OF PERIOD $ 21,023 $ 28,865
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid $ 5,205 $ 6,020
======== ========
Income taxes paid $ 108 $ 148
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
5
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FTD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The unaudited consolidated financial statements at December 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, 1997. 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 six month
periods ended December 31, 1997 are not necessarily indicative of the results
that might be expected for the year ended June 30, 1998.
Certain amounts in the December 31, 1996 consolidated condensed
financial statements have been reclassified to conform to the current year
presentation.
Note 2. Accrued Severance and Related Costs
The following table reflects the changes to accrued severance, asset
impairment loss, and other reserves for the six month period ended December 31,
1997 (in thousands):
<TABLE>
<CAPTION>
Severance Relocation
Benefits Costs Other Total
------------------------------------------------------
<S> <C> <C> <C> <C>
Liability as of June 30, 1997 $ 792 $ 119 $ 334 $ 1,245
Costs paid during the six month period ended
December 31, 1997 $ 390 $ 26 $ 156 $ 572
------------------------------------------------------
Liability as of December 31, 1997 $ 402 $ 93 $ 178 $ 673
======================================================
</TABLE>
Note 3. Capital Transactions
During the six month period ended December 31, 1997, pursuant to the
terms of FTD's 1994 Stock Award and Incentive Plan, options to purchase 8,000
shares of the Company's Class A Common Stock previously granted,
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were canceled. During the three month period ended December 31, 1997 12,900
shares of the Company's Class A Common Stock were issued.
Note 4. Stock Dividend
The Board of directors declared a 100% stock dividend (2 for 1 stock split) on
February 2, 1998 for stockholders of record on February 9, 1998. Each
stockholder of record will receive one additional share for every share owned on
the record date. All references to capital stock have been adjusted to reflect
the stock dividend.
Note 5. Earnings Per Share
Basic and 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 15,238,757 for the three
month period and 15,250,173 for the six month period ended December 31, 1997 and
15,387,374 for the three month period and 15,394,390 for the six month period
ended December 31, 1996.
Note 6. Employee Benefit Obligations
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 $0.3 million and $0.2 million was
recognized in income as a reduction in selling, general and administrative costs
during the three month periods ended September 30, 1997 and December 31, 1997
respectively.
Note 7. Extinguishment of long-term debt
In November, 1997 FTD entered into a new credit agreement with First
Chicago Capital Markets, Inc. arranging a $100 million financing package
("the Bank Credit Facilities") with The First National Bank of Chicago
acting as Administrative Agent. The Bank Credit Facilities consist of a $50
million Revolving Credit Facility and a $50 million Multiple Draw Term Loan
Facility, both maturing on December 31, 2003. The proceeds of the Revolving
Credit were used to provide funds for the refinancing of the existing debt
totaling $24.6 million. As a result of entering into the Bank Credit
Facilities, $1.3 million of un-amortized deferred financing costs associated
with the existing debt were expensed in November 1997. The related income tax
benefit attributable to the extinguishment of the existing debt was $0.5
million, for a net loss on extinguishment of debt totaling $0.8 million.
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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.
FTD generates its revenue from four principal areas of operation.
Marketplace represents FTD's wholesale distribution of hardgoods to retail
florists in North America. FTD's Clearinghouse operation provides order billing
and collection services to both the 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 orders
through FTD or through competing clearinghouses. Other revenue is derived from
the 1-800-SEND-FTD direct marketing business, FTD Florists' Online Internet site
(www.ftd.com), credit card authorization and processing, publications and FTD's
Flowers After Hours order taking service.
THREE MONTH PERIOD ENDED DECEMBER 31, 1997 COMPARED TO THREE MONTH
PERIOD ENDED DECEMBER 31, 1996.
The following is a discussion of changes in the Company's financial
condition and results of operations for the three month period ended December
31, 1997, compared with the three month period ended December 31, 1996.
Revenue increased by $1.0 million, or 2.4%, to $42.6 million for the
three month period ended December 31, 1997, compared to $41.6 million for the
three month period ended December 31, 1996. This increase in revenue was
primarily the result of an increase in Marketplace revenue offset in part by a
decrease in Mercury Network revenue.
Marketplace revenue increased by $2.4 million, or 8.1%, to $13.5
million for the three month period ended December 31, 1997 compared to $11.1
million for the three month period ended December 31, 1996. This increase was
primarily due to the timing of shipments of holiday products. Marketplace
revenue was 31.7% and 26.7% of total revenue for the three months ended December
31, 1997 and 1996, respectively.
Mercury Network revenue decreased by $0.7 million, or 7.1%, to $9.2
million for the three months ended December 31, 1997 from $9.9 for the three
month period ended December 31, 1996. This decrease is primarily due to a
decrease in sales of Advantage Business Systems.
The cost of goods sold and services provided increased by $1.6 million,
or 6.6%, to $26.0 million for the three month period ended December 31, 1997
from $24.4 million for the three month period ended December 31, 1996. This is
primarily the result of proportionately higher cost of goods sold relating to
increases in Marketplace holiday-product sales and increases in the related
distribution costs due to the timing of shipments of holiday products. The
increased distribution costs during the second fiscal quarter of 1998 resulted
from both the earlier receipt of holiday product and the shipment of such
products to customers. As a percent of revenue, cost of goods sold and
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services provided increased to 61.0% for the three month period ended
December 31, 1997, from 58.7% for the three month period ended December 31,
1996.
Selling, general and administrative expenses remained unchanged at
$15.8 million for the three month periods ended December 31, 1997 and 1996.
Interest expense for the three month period ended December 31, 1997
was $2.8 million as compared to $3.3 million for the three month period ended
December 31, 1996. The decrease of $0.5 million was attributable to lower
average debt outstanding due to scheduled principal payments as well as the
implementation of a new credit agreement which became effective in November
1997 (see Liquidity and Capital Resources).
Income taxes for the three month period ended December 31, 1997 were a
benefit of $0.8 million compared to a benefit of $0.3 million for the comparable
three month period ended December 31, 1996. The income tax benefit of $0.8
million for the three month period ended December 31, 1997 consists of an income
tax benefit of $0.5 million relating to the extinguishment of long-term debt
(see Liquidity and Capital Resources) as well as $0.3 million of income tax
benefit relating to the change in taxable income (loss).
Net loss was $2.1 million for the three month period ended December 31,
1997, an increase of $0.9 million, from a loss of $1.2 million for the three
month period ended December 31, 1996. The change is attributable to the factors
previously discussed.
SIX MONTHS ENDED DECEMBER 31, 1997 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
1996
The following is a discussion of changes in the Company's financial
condition and results of operations for the six month period ended December 31,
1997, compared with the six month period ended December 31, 1996.
Revenue decreased $0.5 million, to $78.2 million for the six month
period ended December 31, 1997, compared to $78.7 million for the six month
period ended December 31, 1996. This decline in revenue is primarily due to the
net result of decreases in Mercury Network revenue and Clearinghouse revenue
partially offset by increases in Marketplace revenue and Other revenue.
Mercury Network revenue decreased $1.2 million or 6.5%, to $17.2
million for the six month period ended December 31, 1997 from $18.4 million for
the six month period ended December 31, 1996. This decrease is primarily due to
the decrease in sales of Advantage Business Systems and transmission income.
Clearinghouse revenue decreased by $0.9 million or 5.1%, to $16.9
million for the six month period ended December 31, 1997 from $17.8 million for
the six month period ended December 31, 1996. This decrease in revenue is
primarily due to decreases in clearinghouse advances.
Marketplace revenue increased $1.3 million or 5.2%, to $26.0 million
for the six month period ended December 31, 1997 from $24.7 million for the six
month period ended December 31, 1996. This increase from the prior year is
primarily due to the timing of shipments of holiday products.
Other revenue increased $0.2 million or 1.1%, to $18.0 million for the
six months ended December 31, 1997 from $17.8 million for the six months ended
December 31, 1996. This is primarily due to increased revenue from FTD
Florists' Online Internet site (www.ftd.com).
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The cost of goods sold and services provided increased $0.2 million or
0.4%, to $48.0 million for the six months ended December 31, 1997 from $47.8
million for the six months ended December 31, 1996. This is primarily due to
the higher Marketplace sales as discussed above. As a percent of revenue, cost
of goods sold and services provided increased 0.7% to 61.4% for the six month
period ended December 31, 1997 from 60.7% for the six month period ended
December 31, 1996.
Selling, general and administrative expenses decreased by $1.1 million
or 4.1%, to $26.0 million for the six month period ended December 31, 1997 from
$27.1 million for the six month period ended December 31, 1996. This decrease is
attributable to lower administrative expenses due to the Company's facility
consolidation in fiscal 1997.
Interest expense for the six months ended December 31, 1997 was $5.8
million as compared to $6.5 million in the comparable period of the prior year.
The decrease is attributable to lower average debt outstanding due to scheduled
principal payments as well as the implementation of a new credit agreement which
became effective in November, 1997 (see Liquidity and Capital Resources).
Income taxes for the six month period ended December 31, 1997 were a
benefit of $0.4 million as compared to a benefit of $0.3 million in the
comparable period of the prior year. The income tax benefit of $0.4 million for
the six month period ended December 31, 1997 consists of a benefit of $0.5
million relating to the extinguishment of long-term debt (see Liquidity and
Capital Resources), partially offset by $0.1 million of income tax expense due
to the change in taxable income (loss).
Net loss increased $0.3 million or 17.6% to $2.0 million for the six
month period ended December 31, 1997 as compared to a net loss of $1.7 million
for the six month period ended December 31, 1996. The change is attributable to
the factors previously discussed.
LIQUIDITY AND CAPITAL RESOURCES
Interest payments on the Company's $60.0 million aggregate principal
amount of 14% Senior Subordinated Notes (the "Notes") and interest on the
principal payments on obligations under the Bank Credit Facilities represent
significant liquidity requirements for FTD. Borrowings under the Bank
Credit Facilities bear interest at floating rates and require interest payments
on varying dates depending on the interest rate option selected by FTD.
Borrowings available under the Bank Credit Facilities consist of a $50.0
million Multiple Draw Term Loan Facility (the "Term Loan Facilities") and a
$50.0 million Revolving Credit Facility (the "Revolving Credit Facilities") to
finance working capital, acquisitions, certain expenses and letter of credit
needs. FTD repaid $20.4 million of term loans outstanding under its prior
credit facility through June 30, 1997 and repaid $24.6 million of the term
loans thereunder in the six month period ended December 31, 1997 as a result of
the Company refinancing under the Revolving Credit Facilities in November 1997.
Any loan outstanding under the Revolving Credit Facilities will mature on
December 31, 2003. The Company believes, based on current circumstances, that
its cash flow, together with borrowings under the Revolving Credit Facilities,
will be sufficient to fund its working capital needs, obligations to the
Operating Company and potential acquisitions, and to repay the term loans and
make interest payments as they become
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<PAGE> 11
due through the term of the Notes and the Bank Credit Facilities.
The Company has conducted a review of its computer systems to identify
the systems that could be affected by the "Year 2000" issue and is developing an
implementation plan to resolve the issue. The year 2000 problem is the result of
computer programs being written using two digits rather than four to define the
applicable year. Any of the Company's programs that have time-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a major system failure or miscalculations.
The Company expects its year 2000 date conversion project to be
completed on a timely basis. During the execution of this project the Company
will incur internal staff costs as well as consulting and other expenses related
to enhancements necessary to prepare the systems for the year 2000. The expense
of the year 2000 project as well as the related potential effect on the
Company's earnings is not expected to have a material effect on its financial
position or results of operations.
For the six month period ended December 31, 1997, FTD used cash in the
amount of $7.3 million, as compared to a $2.2 million increase in cash for the
six month period ended December 31, 1996.
Cash provided by operating activities was $9.0 million for the six
month period ended December 31, 1997, compared to cash provided by operating
activities of $7.2 million for the six month period ended December 31, 1996.
Depreciation and amortization was $6.7 million for the six month period ended
December 31, 1997, and $7.2 million for the six month period ended December 31,
1996. The increase in cash is primarily due to an increase in accounts payable
for the six month period ended December 31, 1997.
Cash used in investing activities, consisting of capital expenditures
net of disposal of assets , was $273 thousand for the six month period ended
December 31, 1997 compared to $2.1 million for the six month period ended
December 31, 1996.
Net cash used in financing activities for the six month period ended
December 31, 1997 was $16.0 million compared to net cash used of $2.9 million
for the six month period ended December 31, 1996. This increase primarily
consists of $23.6 million of net proceeds of long-term debt as a result of the
new Bank Credit Facilities and repayments of $40.0 million of principal on the
term loans partially offset by capital stock transactions. During the first
quarter of fiscal 1998, the Company repurchased from a former officer 61,860
shares of Class A Common Stock for approximately $75,000.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On July 16, 1997, Teleflora LLC ("Teleflora") instituted an arbitration
proceeding against FTD in Southfield, Michigan. The arbitration alleged that FTD
breached a 1991 agreement by which FTD provides certain Mercury Network services
to Teleflora. On July 21, 1997 Teleflora filed a complaint against FTD in United
States District Court for the Central District of California containing six
counts alleging monopolization and attempted monopolization. On October 28,
1997, Teleflora dismissed the federal antitrust suit and the breach of contract
arbitration that it instituted against FTD.
Item 2. Changes in Securities
The Company's Board of Directors declared a 100% stock dividend (2 for 1 stock
split) on February 2, 1998 for stockholders of record on February 9, 1998. Each
stockholder of record will receive one additional share for every share owned as
of the record date. All references to capital stock have been adjusted to
reflect the stock dividend.
Item 5. Other Information
The Company filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 (the "Registration Statement") under the
Securities Act of 1933, as amended, in the first quarter of fiscal 1998. This
Registration Statement was filed with respect to shares of the Company's Class A
Common Stock for sale solely to certain members of FTD Association. The shares
are being offered to satisfy certain of the Company's obligations contained in
the Mutual Support Agreement, dated December 18, 1994, between Florists'
Transworld Delivery, Inc. and FTD Association, as amended. These shares will be
subject to certain restrictions on transfer. The offering price and the
subscription period for this offering of 1,146,078 shares has not yet been
determined.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
11 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 six month period ended
December 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 17th day of February, 1998.
FTD CORPORATION
By: /s/ FRANCIS C. PICCIRILLO
--------------------------
Francis C. Piccirillo
Treasurer
(Principal financial officer and officer duly
authorized to sign on behalf of registrant)
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EXHIBIT INDEX
Paper (P)
Exhibit or
Number Description Electronic (E)
11 Computation of Earnings Per Share E
27 Financial Data Schedule E
14
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EXHIBIT 11
FTD CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
December 31, December 31,
-------------------- -------------------
1997 1996 1997 1996
-------- -------- -------- --------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
BASIC AND DILUTED EARNINGS PER SHARE *:
Net loss applicable to common stock before extraordinary items ($ 1,308) ($ 1,162) (1,128) (1,710)
Extraordinary item (835) - (835) -
-------- -------- ------- -------
Net loss (2,143) (1,162) (1,963) (1,710)
======== ======== ======= =======
Average number of common shares outstanding 15,239 15,388 15,250 15,394
Common stock equivalents due to dilutive affect
of stock options and warrants 68 - 68 -
-------- -------- ------- -------
Total average number of common shares outstanding 15,307 15,388 15,318 15,394
Loss before extraordinary item ($ 0.09) ($ 0.08) ($ 0.08) ($ 0.11)
Extraordinary item ($ 0.05) $ 0.00 ($ 0.05) $ 0.00
Basic and Diluted loss per share ($ 0.14) ($ 0.08) ($ 0.13) ($ 0.11)
======== ======== ======= =======
</TABLE>
* Adjusted to reflect the 100% stock dividend declared on February 2, 1998 to
stockholders of record as of February 9, 1998.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FTD
CORP. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 21,023
<SECURITIES> 0
<RECEIVABLES> 35,415
<ALLOWANCES> 2,495
<INVENTORY> 14,770
<CURRENT-ASSETS> 80,690
<PP&E> 15,901
<DEPRECIATION> 28,767
<TOTAL-ASSETS> 178,065
<CURRENT-LIABILITIES> 76,658
<BONDS> 67,932
0
0
<COMMON> 63
<OTHER-SE> 25,119
<TOTAL-LIABILITY-AND-EQUITY> 178,065
<SALES> 26,017
<TOTAL-REVENUES> 78,160
<CGS> 20,146
<TOTAL-COSTS> 48,011
<OTHER-EXPENSES> 25,969
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,181
<INCOME-PRETAX> (1,001)
<INCOME-TAX> 128
<INCOME-CONTINUING> (1,128)
<DISCONTINUED> 0
<EXTRAORDINARY> (835)
<CHANGES> 0
<NET-INCOME> (1,963)
<EPS-PRIMARY> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
