Juno 2012 Annual Report Download - page 90

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Table of Contents

Communications restructuring and other exit costs for the year ended December 31, 2011 were primarily related to employee termination costs
associated with a reduction in headcount and, to a lesser extent, contract termination and facility exit costs. Communications restructuring and other exit
costs for the year ended December 31, 2010 were primarily related to employee termination costs associated with a reduction in headcount.

The decrease in unallocated corporate expenses, excluding depreciation and amortization of intangible assets, was due to $2.0 million of expenses
recorded during the year ended December 31, 2010 related to a potential transaction that failed to consummate and a $0.7 million decrease in personnel-
and overhead-related costs, partially offset by $1.8 million of restructuring and other exit costs recorded during the year ended December 31, 2011
primarily related to the departure of United Online's former chief financial officer.

In connection with the FTD acquisition in August 2008, United Online, Inc. entered into a $60 million senior secured credit agreement with Silicon
Valley Bank (the "UOL Credit Agreement") and borrowed $60 million thereunder. The net proceeds of the term loan under the UOL Credit Agreement
were used to finance, in part, the acquisition of FTD. In April 2010, United Online, Inc. paid $14.7 million to retire this credit facility.
In connection with the FTD acquisition in August 2008, UNOLA Corp., which was then an indirect wholly-owned subsidiary of United
Online, Inc., and which subsequently merged into FTD Group, Inc., entered into a $425 million senior secured credit agreement with Wells Fargo
Bank, National Association, as Administrative Agent (the "2008 Credit Agreement"), consisting of (i) a term loan A facility of $75 million, (ii) a term
loan B facility of $300 million, and (iii) a revolving credit facility of up to $50 million. On June 10, 2011, FTD Group, Inc. entered into the Credit
Agreement to refinance the 2008 Credit Agreement. The Credit Agreement provides FTD Group, Inc. with a $315 million senior secured credit facility
consisting of (i) a $265 million seven-year term loan (the "Term Loan") and (ii) a $50 million five-year revolving credit facility (the "Revolving Credit
Facility" and together with the Term Loan, the "Credit Facilities"), and certain other financial accommodations, including letters of credit.
On June 10, 2011, FTD Group, Inc. repaid in full all outstanding indebtedness under the 2008 Credit Agreement. No penalties were paid in
connection with such repayment. The repayment of obligations under the 2008 Credit Agreement was financed with the proceeds of the $265 million of
term loan borrowings under the Credit Agreement and FTD's available cash. No funds were borrowed under the Revolving Credit Facility at closing or
through December 31, 2012.
86

 
 

Communications restructuring and other exit costs $ 1,399 $ 1,332 $ 67 5%

 
 

Unallocated corporate expenses $ 31,644 $ 32,573 $ (929) (3)%