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TABLE OF CONTENTS

Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q

(Mark One)

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2015
Or
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to                         

Commission file number 000-33367



UNITED ONLINE, INC.
(Exact name of Registrant as specified in its charter)

Delaware   77-0575839
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)

21255 Burbank Boulevard, Suite 400
Woodland Hills, California
(Address of principal executive office)

 

91367
(Zip Code)

(818) 287-3000
(Registrant's telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)



        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 ý No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
(Do not check if a smaller
reporting company)
  Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

        There were 14,818,359 shares of the Registrant's common stock outstanding at October 30, 2015.


Table of Contents


UNITED ONLINE, INC.

INDEX TO FORM 10-Q

For the Quarter Ended September 30, 2015

 
   
   
  Page  

PART I.

     

FINANCIAL INFORMATION

    4  



 


Item 1.


 


Unaudited Condensed Consolidated Financial Statements:


 

 


4

 



 

 

 


Unaudited Condensed Consolidated Balance Sheets at September 30, 2015 and December 31, 2014


 

 


4

 



 

 

 


Unaudited Condensed Consolidated Statements of Operations for the Quarters and Nine Months Ended September 30, 2015 and 2014


 

 


5

 



 

 

 


Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarters and Nine Months Ended September 30, 2015 and 2014


 

 


6

 



 

 

 


Unaudited Condensed Consolidated Statement of Stockholders' Equity for the Nine Months Ended September 30, 2015


 

 


7

 



 

 

 


Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014


 

 


8

 



 

 

 


Notes to Unaudited Condensed Consolidated Financial Statements


 

 


9

 



 


Item 2.


 


Management's Discussion and Analysis of Financial Condition and Results of Operations


 

 


29

 



 


Item 3.


 


Quantitative and Qualitative Disclosures About Market Risk


 

 


51

 



 


Item 4.


 


Controls and Procedures


 

 


52

 


PART II.


 

 

 


OTHER INFORMATION


 

 


53

 



 


Item 1.


 


Legal Proceedings


 

 


53

 



 


Item 1A.


 


Risk Factors


 

 


53

 



 


Item 2.


 


Unregistered Sales of Equity Securities and Use of Proceeds


 

 


54

 



 


Item 3.


 


Defaults Upon Senior Securities


 

 


55

 



 


Item 4.


 


Mine Safety Disclosures


 

 


55

 



 


Item 5.


 


Other Information


 

 


55

 



 


Item 6.


 


Exhibits


 

 


55

 


SIGNATURES


 

 


56

 

        In this document, "United Online," the "Company," "we," "us" and "our" refer to United Online, Inc. and its subsidiaries.

        This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. Forward-looking statements are 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,"

2


Table of Contents

"projections," "business outlook," "estimate," or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements about the expected benefits of our acquisitions or divestitures; our strategies; our pursuit of long-term growth initiatives; our future financial performance and results, revenues, segment metrics, operating expenses, market trends, liquidity, cash flows and uses of cash, dividends, capital expenditures, depreciation and amortization, tax payments, foreign currency exchange rates, and hedging arrangements; our ability to invest in initiatives; our plans for services and products, pricing, and marketing efforts; competition; litigation and investigations and potential settlements thereof; and the impact of accounting pronouncements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, time frames or achievements to be materially different from those set forth or contemplated in the forward-looking statements, including, among others, the factors disclosed in the section entitled "Risk Factors" in this Quarterly Report on Form 10-Q and in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014 and additional factors that accompany the related forward-looking statements in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our estimates and assumptions only as of the date hereof. Such forward-looking statements are not guarantees of future performance or results and reported results should not be considered an indication of future performance. We undertake no obligation to update these forward-looking statements to reflect the impact of events or circumstances arising after the date hereof, unless required by law.

3


Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

        


UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 
  September 30,
2015
  December 31,
2014
 

Assets

             

Current assets:

             

Cash and cash equivalents

  $ 99,650   $ 78,634  

Accounts receivable, net of allowance

    10,567     14,112  

Inventories, net

    7,985     5,413  

Deferred tax assets, net

    186     192  

Other current assets

    13,074     6,415  

Assets of discontinued operations

        5,672  

Total current assets

    131,462     110,438  

Property and equipment, net

    13,724     15,040  

Deferred tax assets, net

    1,349     1,549  

Goodwill

    47,143     46,862  

Intangible assets, net

    428     734  

Other assets

    1,082     1,161  

Assets of discontinued operations

        32,811  

Total assets

  $ 195,188   $ 208,595  

Liabilities and Stockholders' Equity

             

Current liabilities:

             

Accounts payable

  $ 10,161   $ 9,707  

Accrued liabilities

    9,871     18,545  

Member redemption liability

    7,070     7,287  

Deferred revenue

    14,142     16,168  

Deferred tax liabilities, net

    344     529  

Liabilities of discontinued operations

        31,545  

Total current liabilities

    41,588     83,781  

Member redemption liability

    10,994     11,360  

Deferred revenue

    17     17  

Deferred tax liabilities, net

    1,623     805  

Other liabilities

    6,017     5,766  

Liabilities of discontinued operations

        5,153  

Total liabilities

    60,239     106,882  

Commitments and contingencies

             

Stockholders' equity:

             

Common stock

    1     1  

Additional paid-in capital

    221,257     215,302  

Accumulated other comprehensive loss

    (3,326 )   (3,158 )

Accumulated deficit

    (82,983 )   (110,432 )

Total stockholders' equity

    134,949     101,713  

Total liabilities and stockholders' equity

  $ 195,188   $ 208,595  

   

The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.

4


Table of Contents


UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

Revenues

  $ 36,289   $ 39,989   $ 111,011   $ 123,906  

Operating expenses:

                         

Cost of revenues

    14,735     14,615     44,389     45,849  

Sales and marketing

    6,586     6,621     21,098     24,005  

Technology and development

    3,330     3,963     11,562     13,251  

General and administrative

    8,861     11,991     28,667     37,300  

Amortization of intangible assets

    102     105     308     317  

Restructuring and other exit costs

    (20 )   521     944     2,744  

Total operating expenses

    33,594     37,816     106,968     123,466  

Operating income

    2,695     2,173     4,043     440  

Interest income

    150     101     331     292  

Other income, net

    320     257     390     324  

Income before income taxes

    3,165     2,531     4,764     1,056  

Provision for income taxes

    1,284     1,542     2,439     5,346  

Income (loss) from continuing operations

    1,881     989     2,325     (4,290 )

Income (loss) from discontinued operations, net of tax

    24,070     (783 )   25,124     (8,141 )

Net income (loss)

  $ 25,951   $ 206   $ 27,449   $ (12,431 )

Income allocated to participating securities

    (962 )   (12 )   (1,139 )    

Net income (loss) attributable to common stockholders

  $ 24,989   $ 194   $ 26,310   $ (12,431 )

Basic net income (loss) per common share:

                         

Continuing operations

  $ 0.06   $ 0.07   $ 0.08   $ (0.30 )

Discontinued operations

    1.63     (0.06 )   1.72     (0.58 )

Basic net income (loss) per common share

  $ 1.69   $ 0.01   $ 1.80   $ (0.88 )

Shares used to calculate basic net income (loss) per common share

    14,770     14,178     14,622     14,069  

Diluted net income (loss) per common share:

                         

Continuing operations

  $ 0.06   $ 0.07   $ 0.08   $ (0.30 )

Discontinued operations

    1.63     (0.06 )   1.71     (0.58 )

Diluted net income (loss) per common share

  $ 1.69   $ 0.01   $ 1.79   $ (0.88 )

Shares used to calculate diluted net income (loss) per common share

    14,789     14,180     14,693     14,069  

   

The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.

5


Table of Contents


UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)

(in thousands)

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

Net income (loss)

  $ 25,951   $ 206   $ 27,449   $ (12,431 )

Other comprehensive income (loss):

                         

Cash flow hedges:

                         

Changes in net gains (losses) on derivatives, net of tax benefit of $0 and $19 for the quarters ended September 30, 2015 and 2014 and $0 and $0 for the nine months ended September 30, 2015 and 2014, respectively

    (3 )   (22 )   4     6  

Derivative settlement (gains) losses reclassified into earnings, net of tax provision of $0 and $1 for the quarters ended September 30, 2015 and 2014 and $0 and $0 for the nine months ended September 30, 2015 and 2014, respectively

    9     (27 )   48     (25 )

Other hedges:

                         

Changes in net gains on derivatives, net of tax benefit of $0 and $3 for the quarters ended September 30, 2015 and 2014 and $0 and $0 for the nine months ended September 30, 2015 and 2014, respectively

        189         193  

Foreign currency translation

    109     (634 )   (220 )   (528 )

Other comprehensive income (loss)

    115     (494 )   (168 )   (354 )

Comprehensive income (loss)

  $ 26,066   $ (288 ) $ 27,281   $ (12,785 )

   

The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.

6


Table of Contents


UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(in thousands)

 
  Common Stock    
  Accumulated
Other
Comprehensive
Loss
   
   
 
 
  Additional
Paid-In
Capital
  Accumulated
Deficit
  Total
Stockholders'
Equity
 
 
  Shares   Amount  

Balance at December 31, 2014

    14,289   $ 1   $ 215,302   $ (3,158 ) $ (110,432 ) $ 101,713  

Exercise of stock options

    143         1,693             1,693  

Issuance of common stock through ESPP

    94         936             936  

Vesting of restricted stock units

    254                      

Repurchases of common stock

            (1,433 )               (1,433 )

Stock-based compensation

            4,759             4,759  

Other comprehensive loss

                (168 )       (168 )

Net income

                    27,449     27,449  

Balance at September 30, 2015

    14,780   $ 1   $ 221,257   $ (3,326 ) $ (82,983 ) $ 134,949  

   

The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.

7


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UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 
  Nine Months Ended
September 30,
 
 
  2015   2014  

Cash flows from operating activities:

             

Net income (loss)

  $ 27,449   $ (12,431 )

Less: Income (loss) from discontinued operations, net of tax

    25,124     (8,141 )

Income (loss) from continuing operations

    2,325     (4,290 )

Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities:

             

Depreciation and amortization

    4,984     5,276  

Stock-based compensation

    4,595     6,048  

Provision for doubtful accounts receivable

    10     (43 )

Deferred taxes, net

    759     788  

Excess tax benefits from equity awards

        (51 )

Other, net

    287     732  

Changes in operating assets and liabilities, net of effects of acquisitions and discontinued operations:

             

Accounts receivable, net

    3,399     6,070  

Inventories, net

    (2,925 )   3,002  

Other assets

    (3,530 )   580  

Accounts payable and accrued liabilities

    (7,575 )   1,620  

Member redemption liability

    (583 )   (2,055 )

Deferred revenue

    (1,171 )   (1,327 )

Other liabilities

    251     (1,306 )

Net cash provided by operating activities from continuing operations

    826     15,044  

Cash flows from investing activities:

             

Purchases of property and equipment

    (4,260 )   (5,306 )

Purchases of investments

        (44 )

Proceeds from sales of investments

    186     126  

Proceeds from sales of assets, net

        30  

Net cash used for investing activities from continuing operations

    (4,074 )   (5,194 )

Cash flows from financing activities:

             

Proceeds from exercises of stock options

    1,693      

Proceeds from employee stock purchase plans

    936     826  

Repurchases of common stock

    (1,433 )   (2,380 )

Excess tax benefits from equity awards

        51  

Net cash provided by (used for) financing activities from continuing operations

    1,196     (1,503 )

Effect of foreign currency exchange rate changes on cash and cash equivalents

    (969 )   (1,173 )

Net cash provided by (used for) discontinued operations:

             

Operating activities

    (2,198 )   5,246  

Investing activities

    26,075     (4,392 )

Financing activities

        5  

Effect of a change in cash and cash equivalents on discontinued operations

    160     (81 )

Net cash from discontinued operations

    24,037     778  

Change in cash and cash equivalents

    21,016     7,952  

Cash and cash equivalents, beginning of period

    78,634     68,047  

Cash and cash equivalents, end of period

  $ 99,650   $ 75,999  

   

The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.

8


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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS

Description of Business

        United Online, Inc. (together with its subsidiaries, "United Online" or the "Company"), through its operating subsidiaries, provides consumer services and products over the Internet under a number of brands, including NetZero, Juno, MyPoints, StayFriends, and Trombi.

        Effective in the first quarter of 2015, the Company modified how it reports segment information to the Company's Chief Operating Decision Maker ("CODM") because the information regularly reviewed by the CODM had changed. As a result of the changes, the Company now reports three operating segments to the CODM, including the Communications segment, as well as separately reporting the operating results of the Commerce & Loyalty and Social Media segments (which in prior periods were reported to the CODM together as the Content & Media segment). This change has been reflected through a retroactive revision of prior-period segment information to conform to the newly-defined segment information.

        As discussed above, the Company reports its business in three reportable segments: Communications, Commerce & Loyalty and Social Media. The Company's primary Communications service is Internet access. The Company's Commerce & Loyalty segment promotes commerce and user engagement through its loyalty marketing service and provides a complete web, browser and mobile shopping experience through a portfolio of online portals, apps, and browser extensions. The Company's Social Media segment provides social networking services and products. On a combined basis, the Company's web properties attract a significant number of Internet users and the Company offers a broad array of Internet marketing services for advertisers.

        In August 2015, the Company consummated the sale of its Classmates domestic business unit to Intelius Holdings, Inc. The purchase price received for Classmates domestic business unit was approximately $30 million in cash, subject to a post-closing working capital adjustment. The Stock Purchase Agreement for the sale included customary representations, warranties and covenants of each party, some of which survive the closing of the transaction for a period of time. Accordingly, the results of operations, the financial condition and the cash flows of Classmates domestic business unit have been presented as discontinued operations for all periods presented.

        The Company's corporate headquarters are located in Woodland Hills, California, and the Company also maintains offices in San Francisco, California; Schaumburg, Illinois; Fort Lee, New Jersey; Erlangen, Germany; Berlin, Germany; and Hyderabad, India.

Basis of Presentation

        The Company's unaudited condensed consolidated financial statements for the quarters and nine months ended September 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), including those for interim financial information, and with the instructions for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (the "SEC"). Accordingly, such financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are

9


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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

necessary for a fair statement of the results for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for any future periods. The unaudited condensed consolidated balance sheet at December 31, 2014 was derived from the Company's audited consolidated financial statements, filed on March 2, 2015, with the SEC in the Company's Annual Report on Form 10- K for the year ended December 31, 2014, but does not include all of the disclosures required by GAAP. The unaudited condensed consolidated balance sheet at December 31, 2014 was revised for the purposes of discontinued operations presentation.

        The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates and assumptions. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2014 included in the Company's Annual Report on Form 10-K.

        The most significant areas of the unaudited condensed consolidated financial statements that require management judgment include the Company's revenue recognition, goodwill, definite-lived intangible assets and other long-lived assets, member redemption liability, income taxes, and legal contingencies.

        The Company believes that its existing cash and cash equivalents and cash generated from operations will be sufficient to fund its working capital requirements, capital expenditures and other obligations through at least the next 12 months.

Accounting Policies

        Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of the Company's significant accounting policies.

Recent Accounting Pronouncements

        In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements and Property, Plant and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The core principle of the guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the new definition of a discontinued operation. The amendments in this ASU are effective prospectively for disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company adopted the standard with no material impact on its consolidated financial statements.

        In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU will be effective

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The amendments should be applied retrospectively. In July 2015, the FASB approved a one-year deferral of the effective date with early adoption permitted. The Company intends to adopt the standard effective January 1, 2018 and is currently assessing the impact of this update on its consolidated financial statements.

        In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The core principle of the guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU No. 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company does not expect this update to have a material impact on its consolidated financial statements.

        In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The update provides GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. The amendments in this update are effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company does not expect this update to have a material impact on its consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. The update provides GAAP guidance on evaluating the accounting for fees paid by a customer in a cloud computing arrangement. The amendments in this update also provide a basis for evaluating whether a cloud computing arrangement includes a software license. The amendments in this update are effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The Company is currently assessing the impact of this update on its consolidated financial statements.

        In June 2015, the FASB issued ASU No. 2015-10, Technical Corrections and Improvements. The update contains amendments that will affect a wide variety of topics in the Codification. The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The Company does not expect this update to have a material impact on its consolidated financial statements.

        In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments in this update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

amendments in this update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the impact of this update on its consolidated financial statements.

2. SEGMENT INFORMATION

        Effective in the first quarter of 2015, the Company modified how it reports segment information to the Company's CODM as the information regularly reviewed by the CODM had changed. As a result of the changes, the Company now reports three operating segments to the CODM, including the Communications segment, as well as separately reporting the operating results of the Commerce & Loyalty and Social Media segments (which, in prior periods, were reported to the CODM together as the Content & Media segment). Further, as a result of the sale of Classmates domestic business unit, the Social Media segment results exclude the Classmates domestic business unit (which, in prior periods, was reported as part of the Social Media segment). These changes have been reflected through a retroactive revision of prior-period segment information to conform to the newly-defined segment information.

        Segment revenues and segment income (loss) from operations (which excludes depreciation and amortization of intangible assets) were as follows (in thousands):

 
  Quarter Ended September 30, 2015  
 
  Communications   Commerce & Loyalty   Social Media   Total  

Services revenues

  $ 15,201   $   $ 5,332   $ 20,533  

Products revenues

    959         130     1,089  

Advertising and other revenues

    5,306     9,175     186     14,667  

Total segment revenues

  $ 21,466   $ 9,175   $ 5,648   $ 36,289  

Segment income (loss) from operations

  $ 7,339   $ (219 ) $ 2,355   $ 9,475  

 

 
  Quarter Ended September 30, 2014  
 
  Communications   Commerce & Loyalty   Social Media   Total  

Services revenues

  $ 17,097   $   $ 6,908   $ 24,005  

Products revenues

    1,397         266     1,663  

Advertising and other revenues

    6,801     7,166     354     14,321  

Total segment revenues

  $ 25,295   $ 7,166   $ 7,528   $ 39,989  

Segment income from operations

  $ 7,309   $ 263   $ 3,746   $ 11,318  

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SEGMENT INFORMATION (Continued)


 
  Nine Months Ended September 30, 2015  
 
  Communications   Commerce & Loyalty   Social Media   Total  

Services revenues

  $ 48,592   $   $ 16,157   $ 64,749  

Products revenues

    3,734         661     4,395  

Advertising and other revenues

    16,612     24,580     675     41,867  

Total segment revenues

  $ 68,938   $ 24,580   $ 17,493   $ 111,011  

Segment income (loss) from operations

  $ 18,798   $ (216 ) $ 7,197   $ 25,779  

 

 
  Nine Months Ended September 30, 2014  
 
  Communications   Commerce & Loyalty   Social Media   Total  

Services revenues

  $ 51,874   $   $ 21,576   $ 73,450  

Products revenues

    4,838         758     5,596  

Advertising and other revenues

    20,452     23,120     1,188     44,760  

Total segment revenues

  $ 77,164   $ 23,120   $ 23,522   $ 123,806  

Segment income (loss) from operations

  $ 21,262   $ (1,272 ) $ 10,342   $ 30,332  

        A reconciliation of segment revenues to consolidated revenues was as follows (in thousands):

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

Segment revenues:

                         

Communications

  $ 21,466   $ 25,295   $ 68,938   $ 77,164  

Commerce & Loyalty

    9,175     7,166     24,580     23,120  

Social Media

    5,648     7,528     17,493     23,522  

Total segment revenues

    36,289     39,989     111,011     123,806  

Corporate revenues

                100  

Consolidated revenues

  $ 36,289   $ 39,989   $ 111,011   $ 123,906  

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SEGMENT INFORMATION (Continued)

        A reconciliation of segment operating expenses (which excludes depreciation and amortization of intangible assets) to consolidated operating expenses was as follows (in thousands):

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

Segment operating expenses:

                         

Communications

  $ 14,127   $ 17,986   $ 50,140   $ 55,902  

Commerce & Loyalty

    9,394     6,903     24,796     24,392  

Social Media

    3,293     3,782     10,296     13,180  

Total segment operating expenses

    26,814     28,671     85,232     93,474  

Depreciation

    1,487     1,601     4,676     4,959  

Amortization of intangible assets

    102     105     308     317  

Unallocated corporate expenses

    5,191     7,439     16,752     24,716  

Consolidated operating expenses

  $ 33,594   $ 37,816   $ 106,968   $ 123,466  

        A reconciliation of segment income (loss) from operations (which excludes depreciation and amortization of intangible assets) to consolidated income before income taxes was as follows (in thousands):

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

Segment income (loss) from operations:

                         

Communications

  $ 7,339   $ 7,309   $ 18,798   $ 21,262  

Commerce & Loyalty

    (219 )   263     (216 )   (1,272 )

Social Media

    2,355     3,746     7,197     10,342  

Total segment income from operations

    9,475     11,318     25,779     30,332  

Corporate revenues

                100  

Depreciation

    (1,487 )   (1,601 )   (4,676 )   (4,959 )

Amortization of intangible assets

    (102 )   (105 )   (308 )   (317 )

Unallocated corporate expenses

    (5,191 )   (7,439 )   (16,752 )   (24,716 )

Interest income

    150     101     331     292  

Other income, net

    320     257     390     324  

Income before income taxes

  $ 3,165   $ 2,531   $ 4,764   $ 1,056  

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SEGMENT INFORMATION (Continued)

        Depreciation expense by segment was as follows (in thousands):

 
  Quarter Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2014   2015   2014  

Communications

  $ 633   $ 767   $ 2,097   $ 2,248  

Commerce & Loyalty

    376     344     1,102     1,260  

Social Media

    315     393     978     1,149  

Unallocated corporate

    163     97     499     302  

Total depreciation expense

  $ 1,487   $ 1,601   $ 4,676   $ 4,959  

        Amortization of intangible assets by segment was as follows (in thousands):

 
  Quarter Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2014   2015   2014  

Commerce & Loyalty

  $ 71   $ 71   $ 214   $ 213  

Social Media

    31     34     94     104  

Total amortization expense

  $ 102   $ 105   $ 308   $ 317  

        Geographic revenues are attributed to countries based on the principal location of the Company's entities from which those revenues were generated. Geographic information for revenues was as follows (in thousands):

 
  Quarter Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2014   2015   2014  

United States

  $ 30,640   $ 32,460   $ 93,515   $ 100,382  

Germany

    4,670     6,160     14,482     19,118  

Europe, excluding Germany

    979     1,369     3,014     4,406  

Consolidated revenues

  $ 36,289   $ 39,989   $ 111,011   $ 123,906  

        Geographic information for long-lived assets, which consist of property and equipment and other assets, was as follows (in thousands):

 
  September 30,
2015
  December 31,
2014
 

United States

  $ 11,775   $ 13,042  

Germany

    2,922     2,928  

Other

    109     231  

Total long-lived assets

  $ 14,806   $ 16,201  

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SEGMENT INFORMATION (Continued)

        Segment assets are not reported to, or used by, the Company's CODM to allocate resources to, or assess performance of, the segments and therefore, total segment assets have not been disclosed.

3. BALANCE SHEET COMPONENTS

Inventories, Net

        Inventories, net, consisted of the following (in thousands):

 
  September 30,
2015
  December 31,
2014
 

Work-in-process

  $   $ 411  

Finished goods

    7,985     5,002  

Total

  $ 7,985   $ 5,413  

Other Current Assets

        Other current assets consisted of the following (in thousands):

 
  September 30,
2015
  December 31,
2014
 

Insurance recovery receivable

  $ 4,247   $  

Income taxes receivable

    2,945     881  

Prepaid expenses

    2,853     2,154  

Prepaid insurance

    181     1,319  

Other

    2,848     2,061  

Total

  $ 13,074   $ 6,415  

Accrued Liabilities

        Accrued liabilities consisted of the following (in thousands):

 
  September 30,
2015
  December 31,
2014
 

Employee compensation and related liabilities

  $ 7,529   $ 10,927  

Non-income taxes payable

    505     527  

Income taxes payable

    418     5,204  

Customer deposits

    159     79  

Reserve for legal settlements

    110     30  

Separation payments for an executive officer

        859  

Accrued restructuring and other exit costs

        200  

Other

    1,150     719  

Total

  $ 9,871   $ 18,545  

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BALANCE SHEET COMPONENTS (Continued)

Other Liabilities

        Other liabilities consisted of the following (in thousands):

 
  September 30,
2015
  December 31,
2014
 

Income taxes payable

  $ 3,717   $ 3,571  

Other

    2,300     2,195  

Total

  $ 6,017   $ 5,766  

Accumulated Other Comprehensive Loss

        The components of accumulated other comprehensive loss were as follows (in thousands):

 
  Gains (Losses)
on Cash Flow
Hedging
Instruments,
Net of Tax
  Gains on
Other
Hedging
Instruments,
Net of Tax
  Foreign
Currency
Translation
  Accumulated
Other
Comprehensive
Loss
 

Balance at December 31, 2014

  $ (49 ) $ 168   $ (3,277 ) $ (3,158 )

Other comprehensive income (loss) before reclassifications

    4         (220 )   (216 )

Amounts reclassified from accumulated other comprehensive loss

    48             48  

Other comprehensive income (loss)          

    52         (220 )   (168 )

Balance at September 30, 2015

  $ 3   $ 168   $ (3,497 ) $ (3,326 )

        All amounts reclassified from accumulated other comprehensive loss were related to losses on derivatives classified as cash flow hedges. These reclassifications impacted technology and development expenses in the unaudited consolidated statement of operations.

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS

Goodwill

        The changes in goodwill by reportable segment were as follows (in thousands):

 
  Communications   Commerce &
Loyalty
  Social
Media
  Total  

Balance at December 31, 2014:

                         

Goodwill (excluding impairment charges)

  $ 13,227   $ 49,122   $ 54,613   $ 116,962  

Accumulated impairment charges

    (5,738 )   (26,606 )   (37,756 )   (70,100 )

Goodwill at December 31, 2014

    7,489     22,516     16,857     46,862  

Foreign currency translation

            281     281  

Balance at September 30, 2015:

                         

Goodwill (excluding impairment charges)

    13,227     49,122     54,894     117,243  

Accumulated impairment charges

    (5,738 )   (26,606 )   (37,756 )   (70,100 )

Goodwill at September 30, 2015

  $ 7,489   $ 22,516   $ 17,138   $ 47,143  

Intangible Assets, Net

        Intangible assets, net, consisted of the following (in thousands):

 
  September 30, 2015  
 
  Gross Value   Accumulated
Amortization
  Net  

Pay accounts and free accounts

  $ 56,455   $ (56,170 ) $ 285  

Customer contracts and relationships

    7,900     (7,900 )    

Trademarks and trade names

    11,548     (11,405 )   143  

Software and technology

    5,072     (5,072 )    

Rights, content and intellectual property

    2,694     (2,694 )    

Total

  $ 83,669   $ (83,241 ) $ 428  

 

 
  December 31, 2014  
 
  Gross Value   Accumulated
Amortization
  Net  

Pay accounts and free accounts

  $ 56,473   $ (56,096 ) $ 377  

Customer contracts and relationships

    7,900     (7,900 )    

Trademarks and trade names

    11,548     (11,191 )   357  

Software and technology

    5,079     (5,079 )    

Rights, content and intellectual property

    2,703     (2,703 )    

Total

  $ 83,703   $ (82,969 ) $ 734  

        Amortization expense related to intangible assets for the quarter and nine months ended September 30, 2015 was $0.1 million and $0.3 million, respectively. Amortization expense related to intangible assets for the quarter and nine months ended September 30, 2014 was $0.1 million and $0.3 million, respectively.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS (Continued)

        Estimated future intangible assets amortization expense at September 30, 2015 was as follows (in thousands):

 
   
   
  Year Ending
December 31,
 
 
   
  Oct-Dec
2015
 
 
  Total   2016   2017   2018  

Estimated amortization of intangible assets

  $ 428   $ 101   $ 183   $ 83   $ 61  

5. DERIVATIVE INSTRUMENTS

        The fair and notional values of outstanding derivative instruments were as follows (in thousands):

 
   
  Fair Value of
Derivative Instruments
  Notional Value of
Derivative Instruments
 
 
  Balance Sheet Location   September 30,
2015
  December 31,
2014
  September 30,
2015
  December 31,
2014
 

Derivative assets

  Other current assets   $ 61   $ 149   $ 341   $ 1,594  

Derivative liabilities

  Accrued liabilities   $   $ 18   $   $ 867  

6. FAIR VALUE MEASUREMENTS

Financial Assets and Derivative Instruments

        The following table presents information about financial assets and derivative instruments that were required to be measured at fair value on a recurring basis (in thousands):

 
  Estimated Fair Value  
 
  September 30, 2015  
Description
  Level 1   Level 2   Total  

Assets:

                   

Money market funds

  $ 65,772   $   $ 65,772  

Time deposits

        6,706     6,706  

Derivative assets

        61     61  

Total

  $ 65,772   $ 6,767   $ 72,539  

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. FAIR VALUE MEASUREMENTS (Continued)


 
  Estimated Fair Value  
 
  December 31, 2014  
Description
  Level 1   Level 2   Total  

Assets:

                   

Money market funds

  $ 42,741   $   $ 42,741  

Time deposits

        8,041     8,041  

Derivative assets

        149     149  

Total

  $ 42,741   $ 8,190   $ 50,931  

Liabilities:

                   

Derivative liabilities

  $   $ 18   $ 18  

Total

  $   $ 18   $ 18  

7. STOCKHOLDERS' EQUITY

Common Stock Repurchases

        In May 2001, the Company's Board of Directors authorized a common stock repurchase program (the "Program") that allows the Company to repurchase shares of its common stock through open market or privately negotiated transactions based on prevailing market conditions and other factors. From time to time since then, the Board of Directors has increased the amount authorized for repurchase under this Program and has extended the Program, which is currently extended through December 31, 2015. From August 2001 through December 2014, the Company had repurchased $150.2 million of its common stock under the Program. There were no repurchases under the Program during the nine months ended September 30, 2015 and, at September 30, 2015, the authorization remaining under the Program was $80.0 million.

        Shares withheld upon the vesting of restricted stock units and upon the issuance of stock awards to pay minimum statutory employee withholding taxes are considered common stock repurchases, but are not counted as purchases against the Program. Upon vesting of most restricted stock units or issuance of stock awards, we currently do not collect the minimum statutory withholding taxes from employees. Instead, we automatically withhold, from the restricted stock units that vest and from the stock awards that are issued, the portion of those shares with a fair market value equal to the amount of the minimum statutory employee withholding taxes due, which is accounted for as a repurchase of common stock. We then pay the minimum statutory employee withholding taxes in cash. The amounts remitted in the nine months ended September 30, 2015 and 2014 were $1.4 million and $2.4 million, respectively, for which the Company withheld 0.1 million and 0.2 million shares of common stock, respectively, that were underlying the restricted stock units that vested.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. STOCK-BASED COMPENSATION PLANS

Stock-Based Compensation

        The following table summarizes the stock-based compensation that has been included in the following line items within the unaudited condensed consolidated statements of operations (in thousands):

 
  Quarter Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2014   2015   2014  

Operating expenses:

                         

Cost of revenues

  $ 44   $ 69   $ 155   $ 153  

Sales and marketing

    125     121     365     387  

Technology and development

    159     215     592     638  

General and administrative

    1,185     1,432     3,483     4,870  

Total stock-based compensation

  $ 1,513   $ 1,837   $ 4,595   $ 6,048  

Restricted Stock Units

        The following table summarizes activity for restricted stock units (in thousands):

Nonvested at December 31, 2014

    805  

Granted

    271  

Vested

    (357 )

Forfeited/canceled

    (174 )

Nonvested at September 30, 2015

    545  

Stock Options

        The following table summarizes activity for stock options (in thousands):

Outstanding at December 31, 2014

    947  

Granted

    545  

Exercised

    (143 )

Forfeited/canceled

    (338 )

Outstanding at September 30, 2015

    1,011  

9. INCOME TAXES

        The Company's provision for income taxes for the quarter ended September 30, 2015 differed from the U.S. federal statutory tax rate of 34% primarily due to a provision for income taxes related to the Company's foreign operations, an income tax accrual related to certain goodwill assets and a tax accrual related to reserves for uncertain tax positions. For the quarter and nine months ended September 30, 2015, the Company utilized the actual effective tax rate (discrete method) in determining the domestic income tax expense, rather than the annual effective tax rate method, as

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. INCOME TAXES (Continued)

allowed under Accounting Standards Codification ("ASC") 740-270-30-36, Income Taxes—Interim Reporting.

        The Company's tax provision has an unusual relationship to domestic pre-tax loss primarily due to the existence of a full deferred tax asset valuation allowance. This circumstance generally results in a zero net tax provision since the income tax expense or benefit that would otherwise be recognized is offset by the change in the valuation allowance. However, the tax expense recorded in the quarter and nine months ended September 30, 2015 included an accrual of a non-cash tax expense of approximately $0.3 million and $1.0 million respectively, in connection with the tax amortization of certain goodwill assets that is not available to offset existing deferred tax assets (termed "naked credits"). Specifically, the Company does not consider the deferred tax liabilities related to certain goodwill assets when determining the need for a valuation allowance.

        In March 2015, the Company reached an audit settlement with the Internal Revenue Service related to tax years 2009 through 2012 and, in connection with such settlement, the Company remitted approximately $6.4 million to the Internal Revenue Service in the quarter ended June 30, 2015, for which the Company had previously established a reserve.

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. NET INCOME (LOSS) PER COMMON SHARE

        The following table sets forth the computation of basic and diluted net income (loss) per common share (in thousands, except per share amounts):

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

Numerator:

                         

Income (loss) from continuing operations

  $ 1,881   $ 989   $ 2,325   $ (4,290 )

Income allocated to participating securities

    (962 )   (12 )   (1,139 )    

Income (loss) from continuing operations available to common stockholders

    919     977     1,186     (4,290 )

Income (loss) from discontinued operations, net of tax, available to common stockholders

    24,070     (783 )   25,124     (8,141 )

Net income (loss) attributable to common stockholders

  $ 24,989   $ 194   $ 26,310   $ (12,431 )

Denominator:

                         

Weighted-average common shares

    14,770     14,178     14,622     14,069  

Add: Dilutive effect of non-participating securities

    19     2     71      

Shares used to calculate diluted net income (loss) per common share

    14,789     14,180     14,693     14,069  

Basic net income (loss) per common share:

                         

Continuing operations

  $ 0.06   $ 0.07   $ 0.08   $ (0.30 )

Discontinued operations

    1.63     (0.06 )   1.72     (0.58 )

Basic net income (loss) per common share

  $ 1.69   $ 0.01   $ 1.80   $ (0.88 )

Diluted net income (loss) per common share:

                         

Continuing operations

  $ 0.06   $ 0.07   $ 0.08   $ (0.30 )

Discontinued operations

    1.63     (0.06 )   1.71     (0.58 )

Diluted net income (loss) per common share

  $ 1.69   $ 0.01   $ 1.79   $ (0.88 )

        The diluted net income (loss) per common share computations exclude stock options and restricted stock units that are antidilutive. Weighted-average antidilutive shares for the quarter and nine months ended September 30, 2015 were 0.9 million and 1.1 million, respectively. Weighted-average antidilutive shares for the quarter and nine months ended September 30, 2014 were 1.2 million and 1.3 million, respectively.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. RESTRUCTURING AND OTHER EXIT COSTS

        Restructuring and other exit costs were a result of management's decision to streamline operations, prioritize resources for growth initiatives and increase profitability. The following tables summarize restructuring and other exit costs (in thousands):

Accrued restructuring and other exit costs at December 31, 2014

  $ 200  

Restructuring and other exit costs

    944  

Cash paid for restructuring and other exit costs

    (1,144 )

Accrued restructuring and other exit costs at September 30, 2015

  $  

 

 
  Nine Months Ended September 30, 2015  
 
  Communications   Commerce &
Loyalty
  Corporate   Total  

Restructuring and other exit costs:

                         

Employee termination costs

  $ 913   $ (2 ) $ 33   $ 944  

Total restructuring and other exit costs

  $ 913   $ (2 ) $ 33   $ 944  

 

 
  Nine Months Ended September 30, 2014  
 
  Communications   Commerce &
Loyalty
  Corporate   Total  

Restructuring and other exit costs:

                         

Employee termination costs

  $ 262   $ 1,093   $ 1,022   $ 2,377  

Facility closure and relocation costs

    9     358         367  

Total restructuring and other exit costs

  $ 271   $ 1,451   $ 1,022   $ 2,744  

12. CONTINGENCIES—LEGAL MATTERS

        In June 2011, Memory Lane, Inc., a California corporation, filed a complaint in United States District Court, Central District of California, against Classmates International, Inc., Classmates Online, Inc. and Classmates, Inc. (then known as Memory Lane, Inc.) ("Classmates"), alleging false designation of origin under the Lanham Act, 15 U.S.C. section 1125, and state and common law unfair competition. The complaint included requests for an award of damages and for preliminary and permanent injunctive relief. Notwithstanding the request for preliminary injunctive relief, no motion for such relief was filed. Classmates responded to the complaint in September 2011. In October 2011, the plaintiff amended its complaint to, among other things, dismiss Classmates International, Inc. and add United Online, Inc. as a defendant. In February 2014, the jury issued a verdict for the defendants, concluding that the defendants did not infringe plaintiff's trademark and the court entered judgment in favor of the defendants. In March 2014 plaintiff filed a notice of appeal of the judgment in favor of defendants. The plaintiff's appeal brief was filed in November 2014. Classmates' opposition brief was filed in December 2014. Plaintiff's reply brief was filed in March 2015. Classmates' reply brief was filed in April 2015.

        In 2010, Classmates, Inc., and Florists' Transworld Delivery, Inc. and FTD.COM Inc. (together, the "FTD Parties") received subpoenas from the Attorney General for the State of Kansas and the Attorney General for the State of Maryland, respectively. These subpoenas were issued on behalf of a

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. CONTINGENCIES—LEGAL MATTERS (Continued)

Multistate Work Group that consists of the Attorneys General for the following states: Alabama, Alaska, Delaware, Florida, Idaho, Illinois, Kansas, Maine, Maryland, Michigan, Nebraska, New Mexico, New Jersey, North Dakota, Ohio, Oregon, Pennsylvania, South Dakota, Texas, Vermont, Washington and Wisconsin (the "Multistate Work Group"). The inquiry concerned certain post-transaction sales practices in which these companies previously engaged with certain third-party vendors and certain auto-renewal practices of Classmates, Inc. In May 2015, Classmates, Inc. and the FTD Parties entered into settlement agreements with each member of the Multistate Work Group. Under the terms of the settlement agreements, Classmates, Inc. and the FTD Parties denied all wrong-doing and agreed to certain injunctive relief and to two areas of monetary relief: (1) a payment from Classmates, Inc. and the FTD Parties in the aggregate amount of $8 million to be distributed amongst the states in the Multistate Work Group (with approximately $5.18 million to be paid by Classmates, Inc. and approximately $2.82 million to be paid by the FTD Parties); and (2) Classmates, Inc. funding a $3 million restitution program covering eligible consumers in the states in the Multistate Work Group, with any restitution not paid to consumers being paid to such states. The Classmates, Inc. portion of the payments described above relating to the settlement agreements was paid by Classmates, Inc. in July 2015. In October 2015, the Company received insurance proceeds in the amount of $4.2 million related to the Multistate Work Group inquiry and accompanying legal fees. Of this amount, $2.8 million was allocated to United Online, Inc. and $1.4 million was allocated to FTD, which was remitted to FTD in October 2015.

        In November 2013, we consummated the separation of our company into two independent, publicly-traded companies: United Online, Inc., which continues to operate our current business segments, and FTD Companies, Inc., which includes the domestic and international operations of our former FTD segment (the "FTD Spin-Off Transaction"). Prior to the completion of the FTD Spin-Off Transaction, the Company and FTD Companies, Inc. entered into a Separation and Distribution Agreement (as amended, the "Separation Agreement"). The Separation Agreement addresses, among other things, the control and settlement of certain litigation matters that relate to the Company (and certain subsidiaries) and FTD Companies, Inc. (and certain subsidiaries), including the matters related to the Multistate Work Group investigation. The Separation Agreement also provides for the allocation of liabilities and expenses between the Company and FTD Companies, Inc. with respect to these matters. It also establishes procedures with respect to claims subject to indemnification, insurance claims and related matters.

        In August 2015, the Company consummated the sale of its Classmates domestic business unit. Pursuant to the Stock Purchase Agreement for the disposition, the Company retains some liability for certain legal matters relating to the Classmates domestic business unit, including matters related to the Multistate Work Group investigation and the Memory Lane, Inc. lawsuit.

        The Company cannot predict the outcome of these or any other legal actions or governmental investigations or their potential implications for its business. In addition, the Company, at times, has negotiated resolutions related to certain legal actions and governmental investigations. There are no assurances that additional legal actions or governmental investigations will not be instituted in connection with the Company's current or former business practices.

        The Company records a liability when it believes that it is both probable that a loss will be incurred, and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. CONTINGENCIES—LEGAL MATTERS (Continued)

previously accrued, and makes adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount. The Company may be unable to estimate a possible loss or range of possible loss due to various reasons, including, among others: (i) if the damages sought are indeterminate; (ii) if the proceedings are in early stages; (iii) if there is uncertainty as to the outcome of pending appeals, motions, or settlements; (iv) if there are significant factual issues to be determined or resolved; and (v) if there are novel or unsettled legal theories presented. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. At September 30, 2015, the Company had reserves totaling $0.1 million for estimated losses related to legal matters. With respect to the legal matters described above that are ongoing, the Company has determined, based on its current knowledge, that the amount of possible loss or range of loss, including any reasonably possible losses in excess of amounts already accrued, is not reasonably estimable. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company's control. As such, even though the Company intends to vigorously defend itself with respect to its legal matters, there can be no assurance that the final outcome of these matters will not materially and adversely affect the Company's business, financial condition, results of operations, or cash flows.

13. DISCONTINUED OPERATIONS

Sale of Classmates Domestic Business Unit

        In August 2015, the Company consummated the sale of its Classmates domestic business unit to Intelius Holdings, Inc. The Classmates domestic business unit was previously included as part of the Social Media segment results. Accordingly, the results of operations, financial condition and cash flows of the Classmates domestic business unit have been presented as discontinued operations for all periods presented.

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. DISCONTINUED OPERATIONS (Continued)

        Revenues and income from discontinued operations related to the Classmates domestic business unit were as follows (in thousands):

 
  Quarter Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

Revenues

  $ 5,755   $ 13,094   $ 31,523   $ 39,605  

Operating expenses:

                         

Cost of revenues

    963     2,347     5,488     7,582  

Sales and marketing

    2,162     4,669     12,696     15,686  

Technology and development

    754     2,563     5,678     8,113  

General and administrative

    (1,924 )   2,886     1,514     11,934  

Amortization of intangible assets

    186     1,455     987     4,006  

Restructuring and other exit costs

        11     3     375  

Total operating expenses

    2,141     13,931     26,366     47,696  

Operating income (loss)

    3,614     (837 )   5,157     (8,091 )

Other income, net

        (88 )       (88 )

Gain on disposal of discontinued operations

    20,787         20,787      

Income (loss) from discontinued operations before income taxes

    24,401     (925 )   25,944     (8,179 )

Provision for (benefit from) income taxes

    331     (142 )   820     (38 )

Income (loss) from discontinued operations, net of tax

  $ 24,070   $ (783 ) $ 25,124   $ (8,141 )

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. DISCONTINUED OPERATIONS (Continued)

        The major classes of assets and liabilities included in discontinued operations related to the Classmates domestic business unit were as follows (in thousands):

 
  December 31,
2014
 

Assets

       

Current assets:

       

Cash and cash equivalents

  $ 161  

Accounts receivable, net

    397  

Inventory, net

    3  

Deferred tax assets

    3,746  

Other current assets

    1,365  

Total current assets

    5,672  

Property and equipment, net

    7,740  

Goodwill

    16,152  

Intangible assets, net

    8,714  

Other assets

    205  

Total assets

  $ 38,483  

Liabilities

       

Current liabilities:

       

Accounts payable

  $ 2,591  

Accrued liabilities

    12,284  

Deferred revenue

    16,670  

Total current liabilities

    31,545  

Deferred revenue

    1,897  

Deferred tax liabilities, net

    3,256  

Total liabilities

  $ 36,698  

        The Company recorded $0.2 million and $0.3 million of transaction-related costs in the quarter and nine months ended September 30, 2015, respectively, in connection with the sale of the Classmates domestic business unit, which was included in discontinued operations in the unaudited condensed consolidated statements of operations. During the quarter ended September 30, 2015, the Company recorded an insurance recovery gain of $2.8 million related to the Classmates' portion of the Multistate Work Group inquiry and accompanying legal fees, which was included in discontinued operations in the consolidated statements of operations.

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

        United Online, through its operating subsidiaries, provides consumer services and products over the Internet under a number of brands, including NetZero, Juno, MyPoints, StayFriends, and Trombi.

        Effective in the first quarter of 2015, we modified how we report segment information to our Chief Operating Decision Maker ("CODM") as the information regularly reviewed by the CODM had changed. As a result of the changes, we now report three operating segments to the CODM, including the Communications segment, as well as separately reporting the operating results of the Commerce & Loyalty and Social Media segments (which, in prior periods, were reported to the CODM together as the Content & Media segment). This change has been reflected through a retroactive revision of prior-period segment information to conform to the newly-defined segment information.

        On August 11, 2015, we completed the sale of all of the stock of our wholly-owned subsidiary, Classmates, Inc. to Intelius Holdings, Inc. The purchase price received for the Classmates domestic business unit was approximately $30 million in cash, subject to a post-closing working capital adjustment. The Stock Purchase Agreement for the sale included customary representations, warranties and covenants of each party, some of which survive the closing of the transaction for a period of time. Accordingly, the results of operations, the financial condition and the cash flows of the Classmates domestic business unit have been presented as discontinued operations for all periods presented. In October 2015, we initiated a process to sell StayFriends, our European websites for social networking products and services. In line with the strategy to sell our former Classmates domestic business unit, StayFriends is not aligned with our longer-term objective to return United Online to growth.

        Our three reportable segments consist of the following:

Segment