United Online Reports Second Quarter 2012 Results

    Board of Directors Approves Preliminary Plan to Separate into Two Independent Publicly-Traded Companies
    Consolidated Revenues of $231.9 Million, Operating Income of $16.9 Million and Adjusted OIBDA of $35.2 Million
    FTD Segment Revenues and Segment Adjusted OIBDA Increase Year Over Year for Sixth Consecutive Quarter After Adjusting for Timing of U.K. Mother’s Day
    Memory Lane, Inc. Completes Acquisition of schoolFeed, Inc.

United Online, Inc. (UNTD), a leading provider of consumer products and services over the Internet, today reported financial results for its second quarter ended June 30, 2012.

“Today, United Online announced that its Board of Directors has approved a preliminary plan to separate United Online into two independent, publicly-traded companies,” said Mark R. Goldston, Chairman, President and Chief Executive Officer of United Online. “As part of the separation, FTD will become a separate, publicly-traded company, which will include the domestic and international operations of our FTD segment. The other public company will be United Online, which will continue to operate the businesses of our Content & Media and Communications segments. The proposed spin-off of FTD is expected to take the form of a tax-free pro rata distribution to United Online stockholders. In addition, the company announced that it also is reviewing strategic alternatives for its Content & Media and Communications businesses, including the potential spin-off of the Content & Media segment as an additional, separate publicly-traded company. We expect the separation not only will unlock value for the benefit of our stockholders, but also will provide significant operational and strategic flexibility for these businesses, better position them to capitalize on their well-recognized brands, and enhance long-term stockholder value.”

“Looking at our results for the quarter, consolidated adjusted OIBDA exceeded the high end of our guidance range for the quarter, and consolidated revenues were near the mid-point of our guidance range,” stated Goldston. “During the quarter, the FTD segment achieved its sixth consecutive quarter of year-over-year growth in revenues and adjusted OIBDA, after adjusting for the impact of the timing of the 2011 U.K. Mother’s Day.”

“During the quarter, our Memory Lane subsidiary completed the acquisition of schoolFeed, Inc., the developer of a leading Facebook app that enables online high school networking,” Goldston continued. “This acquisition is expected to enrich the Classmates business domestically and its StayFriends business internationally by providing the opportunity for our members to reconnect and interact with significantly more of their high school friends and acquaintances. In addition, Interflora British Unit, the U.K.-based subsidiary of FTD, acquired the Gifts Division of Flying Brands Limited, including the Flying Flowers, Flowers Direct and Drake Algar businesses, which we believe will broaden Interflora’s already strong presence in the U.K.”

“We’re continuing to make progress in our NetZero 4G mobile broadband business,” Goldston added. “Currently, our focus is on testing various marketing approaches while continuing to build our customer base.”

“In the second quarter, we made a voluntary debt prepayment of $17 million ahead of our next contractual payment due in April 2013, which will save the company approximately $0.7 million in interest expense and has eliminated all future scheduled mandatory principal payments,” said Neil P. Edwards, Executive Vice President and Chief Financial Officer. “Although we generated $13.4 million in free cash flow in the quarter, our cash and cash equivalents declined by $26.2 million from March 31, 2012, primarily as a result of the debt prepayment and the acquisitions of schoolFeed, Inc. and the Gifts Division of Flying Brands Limited.”

Summary Results for Second Quarter Ended June 30, 2012:

The following table summarizes key financial results for the second quarter ended June 30, 2012:

• Consolidated revenues were $231.9 million, a 9% decrease compared to the second quarter of 2011. Adjusting for the unfavorable impact of foreign currency exchange rates and the shift of approximately $14 million of revenues into the second quarter of 2011 related to the timing of the U.K. Mother’s Day, consolidated revenues in the second quarter of 2012 decreased by $7.7 million, or 3%, compared to the year-ago quarter.
• GAAP operating income was $16.9 million, a decrease of 39% versus the year-ago quarter.
• Consolidated adjusted OIBDA⁽¹⁾ was $35.2 million, a decrease of 25% versus the year-ago quarter. Adjusting for the unfavorable impact of foreign currency exchange rates and the shift of approximately $3 million of adjusted OIBDA into the second quarter of 2011 related to the timing of the U.K. Mother’s Day, consolidated adjusted OIBDA in the second quarter of 2012 decreased by $7.9 million, or 18%, compared to the year-ago quarter.
• Interest expense was $3.6 million, down 67% from the year-ago quarter, primarily resulting from a $6.1 million loss on extinguishment of debt in connection with the refinancing of FTD’s credit facility in June 2011 and lower interest rates.
• The effective income tax rate was 40%, versus 15% in the year-ago quarter when the settlement of an income tax audit resulted in a $4.8 million release of reserves.
• GAAP diluted net income per common share was $0.09, down 44% compared to the year-ago quarter.
• Adjusted diluted net income per common share⁽²⁾ was $0.18, down 40% compared to the year-ago quarter.

Cash Flows, Balance Sheet and Dividend Highlights:

• Cash flows from operating activities and free cash flow⁽³⁾ for the quarter ended June 30, 2012 were $16.0 million and $13.4 million, respectively, representing decreases of 29% and 20%, respectively, compared to the year-ago quarter. These decreases were driven primarily by lower adjusted OIBDA and the impact of the timing of the U.K. Mother’s Day, partially offset by favorable changes in working capital and lower capital expenditures.
• The company made a voluntary debt prepayment of $17 million ahead of the next contractual payment due in April 2013, which will save the company approximately $0.7 million in interest expense and has eliminated all future scheduled mandatory principal payments.
• On June 8, 2012, Memory Lane, Inc. completed the acquisition of schoolFeed, Inc. for $7.5 million in cash upon closing and a maximum of $27.5 million in earn-out payments which are contingent upon the achievement of certain performance objectives over three annual periods ending June 30, 2013, 2014 and 2015.
• On April 30, 2012, Interflora British Unit, the U.K.-based subsidiary of FTD, acquired the assets of the Gifts Division of Flying Brands Limited for $3.9 million in cash upon closing.
• Cash and cash equivalents at June 30, 2012 were $111.4 million, compared to $137.7 million at March 31, 2012. The decrease resulted primarily from a $17 million voluntary debt prepayment and the company’s acquisitions of schoolFeed, Inc. and the Gifts Division of Flying Brands Limited.
• Net debt at June 30, 2012 was $132.4 million, compared to $122.9 million at March 31, 2012. The company defines net debt as total debt, net of discounts, less cash and cash equivalents.

• The company paid $9.4 million in cash dividends during the quarter.

• In July 2012, the company’s Board of Directors declared a quarterly cash dividend of $0.10 per share that is payable on August 31, 2012 to stockholders of record on August 14, 2012.

Segment Results for Second Quarter Ended June 30, 2012:

FTD:

• Segment revenues were $167.5 million, a decrease of 5% versus the year-ago quarter. Adjusting for the unfavorable impact of foreign currency exchange rates and the shift of approximately $14 million of revenues into the second quarter of 2011 related to the timing of the U.K. Mother’s Day, segment revenues in the second quarter of 2012 increased by 4%, compared to the year-ago quarter.
• Segment adjusted OIBDA⁽¹⁾ was $24.0 million, a decrease of 7% versus the year-ago quarter. Adjusting for the shift of approximately $3 million of adjusted OIBDA into the second quarter of 2011 related to the timing of the U.K. Mother’s Day, segment adjusted OIBDA in the second quarter of 2012 increased by 6%, compared to the year-ago quarter.
• Consumer orders⁽⁴⁾ were 2.0 million, down 8% versus the year-ago quarter. Excluding the impact of the timing of the U.K. Mother’s Day in 2011, consumer orders increased 4% compared to the year-ago quarter.
• Average order value⁽⁴⁾ (“AOV”) was $60.75, a slight increase compared to an AOV of $60.45 in the year-ago quarter. Adjusting for the unfavorable impact of foreign currency exchange rates and the impact of the timing of the U.K. Mother's Day, AOV was relatively flat versus the year-ago quarter. The impact of the timing of the 2011 U.K. Mother’s Day resulted in a higher percentage of international orders in the second quarter of 2011 as compared to domestic orders, and international orders generally have lower AOVs than domestic orders.

Content & Media:

• Segment revenues were $38.0 million, a decrease of 20% versus the year-ago quarter. Adjusting for the unfavorable impact of foreign currency exchange rates, segment revenues decreased 18% versus the year-ago quarter.
• Segment adjusted OIBDA was $7.5 million, a decrease of 26% versus the year-ago quarter. Adjusting for the unfavorable impact of foreign currency exchange rates, segment adjusted OIBDA decreased 21% versus the year-ago quarter.
• Segment pay accounts at June 30, 2012 were 3.1 million, a decrease of 22% versus June 30, 2011.

Communications:

• Segment revenues were $26.8 million, a decrease of 17% versus the year-ago quarter.
• Segment adjusted OIBDA was $9.0 million, a decrease of 46% versus the year-ago quarter. The investment in our NetZero Wireless 4G mobile broadband business resulted in a negative adjusted OIBDA impact of $4.0 million during the second quarter of 2012.
• Segment pay accounts at June 30, 2012 were 0.7 million, a decrease of 21% versus June 30, 2011.

Unallocated Corporate Expenses:

For the quarter ended June 30, 2012, the impact of unallocated corporate expenses on consolidated adjusted OIBDA was $5.2 million, compared to $5.7 million in the year-ago quarter.

Business Outlook:

The following forward-looking information includes certain of the projections made by management as of the date of this press release. The company does not intend to revise or update this information, except as required by law, and may not provide this type of information in the future. Due to a variety of factors, actual results may differ significantly from those projected. Factors include, without limitation, the factors referenced later in this announcement under the caption “Cautionary Information Regarding Forward-Looking Statements.” These and other factors are discussed in more detail in the company’s filings with the Securities and Exchange Commission.

Third Quarter 2012 Guidance:

The table below reconciles the company’s guidance for operating income, a GAAP measure, to adjusted OIBDA.

Investor Conference Call on August 1, 2012 at 5:00 p.m. ET (2:00 p.m. PT):

The company will host a conference call to discuss the results at 2:00 p.m. PT (5:00 p.m. ET) on Wednesday, August 1, 2012. The conference call dial-in number is 888-437-9315 for U.S. and Canadian participants and 719-457-2715 for participants outside the U.S. and Canada. The passcode is 3498884. Alternatively, a live webcast of the conference call, along with a presentation containing financial highlights for the second quarter ended June 30, 2012, can be accessed within the Investor Relations section of the company’s website at www.unitedonline.com.

The presentation and a replay of the broadcast will be available on the company’s website for seven days following the call. A replay of the broadcast will also be available for seven days following the call by dialing 888-203-1112 (or 719-457-0820 outside of the U.S. and Canada) and the replay passcode, 3498884.

Non-GAAP Measures:

In evaluating the company’s performance, management uses one or more of the following measures that are not determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”): adjusted OIBDA, adjusted net income, adjusted basic and diluted net income per common share, and free cash flow. These measures are adjusted to exclude certain non-cash expenses such as depreciation, amortization, stock-based compensation, and impairment of goodwill, intangible assets and long-lived assets. In addition, these measures are adjusted to exclude the items discussed below because such items are either operating expenses which would not otherwise have been incurred by the company in the normal course of the company’s business operations or are not reflective of the company’s core results over time. These items may include recurring as well as non-recurring items. These adjustments should not be construed as an inference that all of these adjustments or costs are unusual, infrequent or non-recurring. For example, certain restructuring and other exit costs may be considered recurring given the company’s ongoing efforts to be more cost effective and efficient, certain litigation or dispute settlement charges or gains may be viewed as recurring given that the company is continually involved in, and resolving, litigation, arbitration, investigations, disputes and similar matters, and certain transaction-related costs may be deemed recurring given the company's regular evaluation of potential transactions. Notwithstanding that certain charges, costs or gains may be considered recurring, in order to provide meaningful comparisons, the company believes that it is appropriate to adjust for such charges, costs or gains because they are not reflective of the company's core results and tend to vary based on timing, frequency and magnitude.

Restructuring and Other Exit Costs — Restructuring and other exit costs consist primarily of employee termination costs, facility closure and relocation costs and contract termination costs.

Litigation or Dispute Settlement Charges or Gains — These charges or gains include estimated losses for which we have established a reserve, as well as actual settlements, judgments, fines, penalties, assessments or other resolutions against, or in favor of, the company related to litigation, arbitration, investigations, disputes or similar matters. Insurance recoveries received by the company related to such matters are also included in these adjustments.

Transaction-Related Costs —The company excludes certain expense items resulting from actual or potential transactions such as business combinations, mergers, acquisitions, and financing transactions, including, without limitation, (i) compensation expenses and (ii) expenses for advisors and representatives such as investment bankers, consultants, attorneys, and accounting firms. Transaction-related costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees.

Definitions of Non-GAAP Measures:

(1) Adjusted operating income before depreciation and amortization (“adjusted OIBDA”) is defined by the company as operating income before depreciation; amortization; stock-based compensation; restructuring and other exit costs; litigation or dispute settlement charges or gains; transaction-related costs; and impairment of goodwill, intangible assets and long-lived assets. The company's definition of adjusted OIBDA has been modified from time to time. Management believes that because adjusted OIBDA excludes (i) certain non-cash expenses (such as depreciation, amortization, stock-based compensation, and impairment of goodwill, intangible assets and long-lived assets) and (ii) expenses that are not reflective of the company’s core operating results over time (such as restructuring and other exit costs, litigation or dispute settlement charges or gains, and transaction-related costs), this measure provides investors with additional useful information to measure the company's financial performance, particularly with respect to changes in performance from period to period. Management uses adjusted OIBDA to measure the company’s performance. The company’s board of directors has used this measure as a basis in determining certain compensation incentives for certain members of the company's management. Adjusted OIBDA is not determined in accordance with GAAP and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. A limitation associated with the use of adjusted OIBDA is that it does not reflect the periodic costs of certain tangible and intangible assets used in generating revenues in the company's business. Management evaluates the costs of such tangible and intangible assets through other financial activities such as evaluations of capital expenditures and purchase accounting. An additional limitation associated with this measure is that it does not include stock-based compensation expenses related to the company’s workforce. Management compensates for this limitation by providing a summary of stock-based compensation expenses within the accompanying tables and in the footnotes accompanying its financial statements. A further limitation associated with the use of this measure is that it does not reflect the costs of restructuring and other exit costs, litigation or dispute settlement charges or gains, transaction-related costs, and the impairment of goodwill, intangible assets and long-lived assets. Management compensates for this limitation by providing supplemental information about such charges, gains and costs within its financial press releases and SEC filings, when applicable. An additional limitation associated with the use of this measure is that the term “adjusted OIBDA” does not have a standardized meaning. Therefore, other companies may use the same or a similarly named measure but exclude different items or use different computations, which may not provide investors a comparable view of the company’s performance in relation to other companies. Management compensates for this limitation by presenting the most comparable GAAP measure, operating income, directly ahead of adjusted OIBDA within its financial press releases and by providing a reconciliation that shows and describes the adjustments made. A reconciliation to operating income is provided in the accompanying tables. In addition, many of the adjustments to our GAAP financial measures reflect the exclusion of items that are recurring in nature and will be reflected in our financial results for the foreseeable future.

Adjusted OIBDA for each of the company's segments is defined by the company as segment income from operations, as set forth in the company’s Forms 10-K and Forms 10-Q, before stock-based compensation, restructuring and other exit costs, litigation or dispute settlement charges or gains, transaction-related costs and the impairment of goodwill, intangible assets and long-lived assets. The company’s definition of adjusted OIBDA for each of the company’s segments has been modified from time to time. Management believes that because segment adjusted OIBDA and segment adjusted OIBDA as a percentage of segment revenues exclude (i) certain non-cash expenses (such as stock-based compensation, and the impairment of goodwill, intangible assets and long-lived assets); and (ii) expenses that are not reflective of the segment's core operating results over time (such as restructuring and other exit costs, litigation or dispute settlement charges or gains, and transaction-related costs), these measures provide investors with additional useful information to evaluate the company’s segment financial performance, particularly with respect to changes in performance from period to period. Segment adjusted OIBDA and segment adjusted OIBDA as a percentage of segment revenues are not determined in accordance with GAAP and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. A limitation associated with these measures is that they do not include stock-based compensation expenses related to the company’s workforce. Management compensates for this limitation by providing a summary of stock-based compensation expenses within the accompanying tables and in the footnotes accompanying its financial statements. A further limitation associated with the use of these measures is that they do not reflect the costs of restructuring and other exit costs, litigation or dispute settlement charges or gains, transaction-related costs and impairment charges related to an operating segment. Management compensates for this limitation by providing supplemental information about such charges, gains and costs by segment within its financial press releases and SEC filings, when applicable. A reconciliation to segment income from operations, its most comparable GAAP measure, is provided in the accompanying tables.

(2) Adjusted net income is defined by the company as net income before the after-tax effect of: stock-based compensation; amortization of intangible assets; impairment of goodwill, intangible assets and long-lived assets; restructuring and other exit costs; litigation or dispute settlement charges or gains; transaction-related costs; and the re-measurement of certain deferred tax assets. Adjusted diluted net income per common share includes the adjustment for shares resulting from the elimination of stock-based compensation. Management believes that adjusted net income and adjusted diluted net income per common share provide investors with additional useful information to measure the company’s financial performance, particularly with respect to changes in performance from period to period, because these measures are exclusive of (i) certain non-cash expenses (such as stock-based compensation, amortization of intangible assets, and the impairment of goodwill, intangible assets and long-lived assets) and (ii) expenses that are not reflective of the company’s core results over time (such as restructuring and other exit costs, litigation or dispute settlement charges or gains, and transaction-related costs). Management also uses adjusted net income and adjusted diluted net income per common share for this purpose. Adjusted net income and adjusted diluted net income per common share are not determined in accordance with GAAP and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. The limitations of adjusted net income and adjusted diluted net income per common share are that, similar to adjusted OIBDA, they do not include certain costs, and the terms “adjusted net income” and “adjusted diluted net income per common share” do not have standardized meanings. Therefore, other companies may use the same or similarly named measures but exclude different items or use different computations, which may not provide investors a comparable view of the company’s performance in relation to other companies. Management compensates for this limitation by presenting the most comparable GAAP measures, net income and diluted net income per common share, directly ahead of adjusted net income and adjusted diluted net income per common share within its financial press releases and by providing a reconciliation of adjusted net income that shows and describes the adjustments made. A reconciliation of adjusted net income to net income, its most comparable GAAP measure, is provided in the accompanying tables.

(3) Free cash flow is defined by the company as net cash provided by operating activities, less capital expenditures and cash received for litigation or dispute settlement gains, and plus the excess tax benefits from equity awards, cash paid for restructuring and other exit costs, cash paid for litigation or dispute settlement charges, and cash paid for transaction-related costs. Management believes that free cash flow provides investors with additional useful information to measure operating liquidity because it reflects the company’s operating cash flows after investing in capital assets and prior to cash paid for restructuring and other exit costs, cash paid or received for litigation or dispute settlement charges or gains, and cash paid for transaction-related costs. It also fully reflects the tax benefits realized by the company from stock-based compensation. This measure is used by management, and may also be useful for investors, to assess the company’s ability to pay its quarterly dividend, repay debt obligations, generate cash flow for a variety of strategic opportunities, including reinvestment in the business, and effect potential acquisitions and share repurchases. Free cash flow is not determined in accordance with GAAP and should be considered in addition to, not as a substitute for or superior to, measures determined in accordance with GAAP. A limitation of free cash flow is that it does not represent the total increase or decrease in cash during the period. An additional limitation associated with the use of this measure is that the term “free cash flow” does not have a standardized meaning. Therefore, other companies may use the same or a similarly named measure but exclude different items or use different computations, which may not provide investors a comparable view of the company’s performance in relation to other companies. Management compensates for this limitation by presenting the most comparable GAAP measure, net cash provided by operating activities, directly ahead of free cash flow within its financial press releases and by providing a reconciliation that shows and describes the adjustments made. A reconciliation to net cash provided by operating activities is provided in the accompanying tables.

(4) Consumer orders are orders delivered during the period that originated in the U.S. and Canada, primarily from the www.ftd.com and www.ftd.ca websites and the 1-800-SEND-FTD telephone number, and in the U.K. and the Republic of Ireland, primarily from the www.interflora.co.uk and www.interflora.ie websites and various telephone numbers. The number of consumer orders is not adjusted for non-delivered orders that are refunded after the scheduled delivery date. Orders originating with a florist or other retail location for delivery to consumers are not included.

Average order value represents the average U.S. Dollar amount received for consumer orders delivered during a period. For orders placed outside the U.S. (principally in the U.K. and the Republic of Ireland), this average U.S. Dollar amount is determined after translating the local currency amounts received into U.S. Dollars. Average order value includes merchandise revenues and shipping and service fees paid by the consumer, less discounts and refunds (net of refund-related fees charged to floral network members).

(5) A pay account is defined as a member who has paid for a subscription to a Content & Media or Communications service, and whose subscription has not terminated or expired. A subscription provides the member with access to our service for a specific term (for example, a month or a year) and may be renewed upon the expiration of each term. One-time purchases of our services are not considered subscriptions and thus, are not included in the pay accounts metric. A pay account does not equate to a unique subscriber since one subscriber could have several pay accounts. In addition, at any point in time, our pay account base includes a number of accounts receiving a free period of service as either a promotion or retention tool, such as the subscribers receiving our free NetZero 4G mobile broadband service, and a number of accounts that have notified us that they are terminating their service but whose service remains in effect.

Content & Media segment active accounts are defined as the sum of all pay accounts as of the date presented; the monthly average for the period of all free accounts who have visited our domestic or international online nostalgia websites (excluding schoolFeed and The Names Database) at least once during the period; and the monthly average for the period of all online loyalty marketing members who have earned or redeemed points during such period. Communications segment active accounts include all Communications segment pay accounts as of the date presented combined with the number of free dial-up Internet access and email accounts that logged on to our services at least once during the preceding 31 days.

(6) ARPU is calculated by dividing services revenues generated from the pay accounts of our Content & Media or Communications segment, as applicable, for a period (after translation into U.S. Dollars) by the average number of segment pay accounts for that period, divided by the number of months in that period.

(7) Churn is calculated as the total number of pay accounts that terminated or expired in a period divided by the average number of pay accounts for that period, divided by the number of months in that period.

About United Online^®:

United Online, Inc. (Nasdaq: UNTD), through its operating subsidiaries, is a leading provider of consumer products and services over the Internet, where their respective brands have attracted a large online audience that includes more than 60 million registered accounts. The company’s FTD segment provides floral and related products and services (FTD and Interflora) for consumers and retail florists, as well as other retail locations offering floral and related products and services. The company’s Content & Media segment provides online nostalgia products and services (Memory Lane, Classmates, schoolFeed, StayFriends, and Trombi) and online loyalty marketing services (MyPoints). Its primary Communications segment service is Internet access (NetZero and Juno) including high-speed 4G mobile broadband (NetZero Wireless).

Cautionary Information Regarding Forward-Looking Statements:

This release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements about the proposed spin-off of the FTD segment and the expected benefits thereof; the review of strategic alternatives for the company’s other businesses; future financial performance; revenues; operating expenses; operating income; capital expenditures; depreciation and amortization; stock-based compensation; planned business initiatives, products, services, applications and features; and the expected benefits of the company’s acquisitions. Potential factors that could cause actual results to differ materially from those in the forward-looking statements include, among others: the effects of the proposed spin-off or other transactions on our businesses; risks associated with the launch, integration or commercialization of new businesses, products, services, applications or features or the success of new business models; the severity and duration of current economic conditions; the effect of competition; risks associated with litigation and governmental regulations or investigations, including reviews of business practices such as marketing, billing, renewal, and post-transaction sales practices; the company’s inability to maintain or increase the number of free and pay accounts, visitors to its websites, and members of the floral network; problems associated with the company’s operations, systems or technologies; changes in marketing conditions and laws; the company’s inability to maintain or increase its advertising revenues; the company’s inability to enforce or defend its ownership and use of intellectual property; financial market risk resulting from fluctuations in foreign currency exchange rates, particularly the British Pound and Euro; changes in stock-based compensation due to future equity issuances or other reasons; changes in amortization or depreciation due to a variety of factors; potential write down, reserve against or impairment of assets including receivables, goodwill, intangible assets or other assets; changes in the floral industry; the company’s inability to retain key customers, vendors and personnel; changes in tax laws, the company’s business or other factors that would impact anticipated tax benefits or the tax treatment of the proposed spin-off transaction; the impact of, and restrictions associated with, the company’s indebtedness; as well as the risk factors disclosed in the company’s filings with the Securities and Exchange Commission (www.sec.gov), including, without limitation, information under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, the company undertakes no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.