Juno 2012 Annual Report Download - page 171

Table of Contents
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On August 1, 2012, United Online, Inc. announced that its Board of Directors had approved a preliminary plan to separate the Company into two
independent, publicly-traded companies: FTD, which will include the domestic and international operations of the Company's FTD segment, and United
Online, Inc., which will continue to include the businesses of the Company's Content & Media and Communications segments (the "FTD Spin-Off
Transaction"). The FTD Spin-Off Transaction is expected to take the form of a tax-free pro rata distribution to stockholders of United Online, Inc. and
is subject to a number of conditions, including final approval of transaction specifics by the Board of Directors of United Online, Inc., receipt of a
favorable private letter ruling from the IRS and an opinion of counsel, the filing and effectiveness of a registration statement with the SEC, and other
related matters. The Company anticipates that the IRS ruling will confirm that the distribution of shares of FTD Group, Inc. common stock will not
result in the recognition, for U.S. Federal income tax purposes, of income, gain or loss by United Online, Inc. or its stockholders. The FTD Spin-Off
Transaction will not require stockholder approval. While the Company expects that the FTD Spin-Off Transaction will be completed by the end of the
third quarter of 2013, there can be no assurance that it will be completed on the anticipated schedule or that its terms will not change. The Company is
also continuing to explore strategic alternatives for its Content & Media and Communications businesses and monetization opportunities for its portfolio
of patents and patent applications (the "Potential Patent Transactions" and, together with the other potential transactions described above, the "Strategic
Transactions"). For the year ended December 31, 2012, the Company recorded $4.1 million of transaction-related costs in connection with the Strategic
Transactions. Following completion of the FTD Spin-Off Transaction, the historical results of the FTD segment will be presented as discontinued
operations in the Company's consolidated financial statements.
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The following table sets forth supplemental cash flow disclosures (in thousands):
At December 31, 2012, non-cash investing items included $3.0 million of property and equipment that was not yet paid for and was included in
accounts payable and other liabilities in the Company's consolidated balance sheets. Non-cash investing items for the years ended December 31, 2011
and 2010 were immaterial.
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In the quarter ending March 31, 2013, the Company reduced headcount and will record approximately $2.1 million of restructuring and other exit
costs related to employee termination costs in the Content & Media segment.
F-54
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Cash paid for interest $ 12,942 $ 19,012 $ 20,273
Cash paid for income taxes, net $ 14,226 $ 33,498 $ 43,703
Non-cash investing and financing activities:
Decrease in dividend equivalents payable on restricted stock units $ — $ (174) $ (138)