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

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FORM 10-Q

For the transition period from                                    to                 

Commission file number 000-33367

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

(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)

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        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):

        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 14,774,031 shares of the Registrant's common stock outstanding at July 31, 2015.

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UNITED ONLINE, INC.

INDEX TO FORM 10-Q

For the Quarter Ended June 30, 2015

        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," "projections," "business outlook," "estimate," or similar expressions constitute forward-looking statements.

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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.

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PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

        

UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

   

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

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UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

   

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

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UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)

(in thousands)

   

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

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UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(in thousands)

   

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

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UNITED ONLINE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

   

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

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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, Classmates, 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 apps, browser extensions and online portals. 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.

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

Basis of Presentation

        The Company's unaudited condensed consolidated financial statements for the quarters and six months ended June 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 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.

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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)

        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 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 Accounting Standards Update ("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 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.

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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)

        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 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.

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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). This change has 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):

 

 

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SEGMENT INFORMATION (Continued)

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

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

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SEGMENT INFORMATION (Continued)

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

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

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

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SEGMENT INFORMATION (Continued)

        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):

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

        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):

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BALANCE SHEET COMPONENTS (Continued)

Other Current Assets

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

Accrued Liabilities

        Accrued liabilities consisted of the following (in thousands):

Other Liabilities

        Other liabilities consisted of the following (in thousands):

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BALANCE SHEET COMPONENTS (Continued)

Accumulated Other Comprehensive Loss

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

        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 consolidated statement of operations.

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

Goodwill

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

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Intangible Assets, Net

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

 

        Amortization expense related to intangible assets for the quarter and six months ended June 30, 2015 was $0.8 million and $1.6 million, respectively. Amortization expense related to intangible assets for the quarter and six months ended June 30, 2014 was $1.7 million and $3.3 million, respectively.

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

5. DERIVATIVE INSTRUMENTS

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

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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):

 

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 six months ended June 30, 2015 and, at June 30, 2015, the authorization remaining under the Program was $80.0 million.

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. STOCKHOLDERS' EQUITY (Continued)

        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 six months ended June 30, 2015 and 2014 were $1.3 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.

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):

Restricted Stock Units

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

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. STOCK-BASED COMPENSATION PLANS (Continued)

Stock Options

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

9. INCOME TAXES

        The Company's provision for income taxes for the quarter ended June 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 benefit related to a release of reserves for uncertain tax positions taken in prior periods. For the quarter and six months ended June 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 allowed under ASC 740-270-30-36, Income Taxes—Interim Reporting.

        The Company's tax provision has an unusual relationship to 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 six months ended June 30, 2015 included an accrual of a non-cash tax expense of approximately $0.3 million 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):

        The diluted net loss per common share computations exclude stock options and restricted stock units that are antidilutive. Weighted-average antidilutive shares for the quarter and six months ended June 30, 2015 were 0.5 million and 1.1 million, respectively. Weighted-average antidilutive shares for the quarter and six months ended June 30, 2014 were 2.0 million and 1.8 million, respectively.

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):

 

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. RESTRUCTURING AND OTHER EXIT COSTS (Continued)

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 on March 2, 2015. Classmates' reply brief was filed on April 15, 2015.

        In March 2014, Modern Telecom Systems LLC filed a complaint in the United States District Court for the Central District of California, Southern Division, against Juno Online Services, Inc. and NetZero, Inc. alleging infringement of certain patents relating to the commercial operation of their dial-up internet services. The complaint sought an injunction, damages and other relief. On July 7, 2015, United Online, Inc. and Modern Telecom Systems LLC entered into a settlement agreement with respect to this matter and on July 9, 2015 the parties filed a stipulation of dismissal of all claims and counterclaims in this action, with prejudice. Under the terms of the settlement agreement, United Online, Inc. agreed to pay $95,000 to Modern Telecom Systems LLC, which was paid in July 2015.

        The Company cooperated with certain governmental authorities in connection with their respective investigations of its former post-transaction sales practices and certain other current or former business practices.

•

In 2010, Classmates, Inc. ("Classmates"), 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 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

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. CONTINGENCIES—LEGAL MATTERS (Continued)

companies previously engaged with certain third-party vendors and certain auto-renewal practices of Classmates, Inc. In the second quarter of 2012, the Company received an offer of settlement from the Multistate Work Group. The Company rejected the Multistate Work Group's 2012 offer and has since had ongoing discussions with the Multistate Work Group regarding a negotiated resolution. In addition, there have been a series of offers and counter-offers between the parties. In May 2015, Classmates and the FTD Parties entered into settlement agreements with each member of the Multistate Work Group. Under the terms of the settlement agreements, Classmates 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 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 and approximately $2.82 million to be paid by the FTD Parties); and (2) Classmates 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 portion of the payments described above relating to the settlement agreements was paid by Classmates in July 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 (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. 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. The Separation Agreement was amended in May 2015, and the amendment is being filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q.

        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 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

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UNITED ONLINE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. CONTINGENCIES—LEGAL MATTERS (Continued)

a possible eventual loss, if any. At June 30, 2015, the Company had reserves totaling $8.4 million for estimated losses related to legal matters, including the Multistate Work Group matter. With respect to the legal matters described above, excluding the Multistate Work Group's inquiry of Classmates and the Modern Telecom Systems complaint, 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.

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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, Classmates, 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.

        Our three reportable segments consist of the following:

        We generate revenues from three primary sources:

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Services revenues.  Services revenues in our Communications and Social Media segments are derived from selling subscriptions to consumers, who are typically billed in advance for the entire subscription term.



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Products revenues.  Products revenues in our Communications segment are derived from the sale of mobile broadband devices and mobile phones, as well as the related shipping and handling fees. Products revenues in our Social Media segment are derived from the sale of yearbooks and yearbook reprints, including the related shipping and handling fees.



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Advertising and other revenues.  Advertising and other revenues are primarily derived from various advertising, marketing and media-related initiatives in all of our segments. Commerce & Loyalty segment revenues include fees generated when emails are transmitted to members, when members respond to emails and when members complete online transactions. Commerce & Loyalty segment revenues also include revenues from the sale of physical gift cards and electronic gift codes.

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Key Business Metrics

        We review a number of key business metrics to help us monitor our performance and trends affecting our businesses, and to develop forecasts and budgets. These key measures include the following:

        Pay Accounts.    We generate a significant portion of our revenues from our pay accounts, which represent one of the most important drivers of our business model. A pay account is defined as a member who has paid for a subscription to a Communications or Social Media 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, with the exception of our free and prepaid mobile broadband service, are not considered subscriptions and thus, are not included in the pay accounts metric. A pay account does not equate to a unique subscriber because one subscriber could have several pay accounts. In addition, at any point in time, our pay account base includes customers who previously purchased prepaid mobile broadband service and have been inactive for 90 days or less, as well as a number of accounts receiving a free period of service as either a promotion or retention tool, such as the subscribers receiving our free mobile broadband service, and a number of accounts that have notified us that they are terminating their service but whose service remains in effect. In general, the key business metrics that affect our revenues from our pay accounts base include the number of pay accounts and the average monthly revenue per pay account. A pay account generally becomes a free account following the expiration or termination of the related subscription.

        ARPU.    We monitor average monthly revenue per pay account ("ARPU"), which is calculated by dividing services revenues generated from the pay accounts of our Communications or Social Media 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. The average number of pay accounts is the simple average of the number of pay accounts at the beginning and the end of a period. ARPU may fluctuate significantly from period to period as a result of a variety of factors, including, but not limited to, the extent to which promotional, discounted or retention pricing is used to attract new, or retain existing, paying subscribers; changes in the mix of pay services and the related pricing plans; increases or decreases in the price of our services; the timing of pay accounts being added or removed during a period; and for the Social Media segment, the average foreign currency exchange rate between the U.S. Dollar and the Euro.

        Churn.    To evaluate the retention characteristics of our membership base, we also monitor the percentage of pay accounts that terminate or expire, which we refer to as our average monthly churn rate. Our average monthly churn rate for a period 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. Our average monthly churn percentage may fluctuate from period to period due to our mix of subscription terms, which affects the timing of subscription expirations, and other factors. We make certain normalizing adjustments to the calculation of our churn percentage for periods in which we add a significant number of pay accounts due to acquisitions. For our Communications segment, our churn calculation does not include accounts canceled during the first 30 days of service other than dial-up accounts that have upgraded from free accounts, but the calculation does include customers who previously purchased prepaid mobile broadband service and, at any time during the period, reached 90 consecutive days of inactivity. A number of such accounts nevertheless will be included in our pay account totals at any given measurement date. Subscribers who cancel one pay service but subscribe to another pay service are not necessarily considered to have canceled a pay account depending on the services and, as such, our segment churn rates are not necessarily indicative of the percentage of subscribers canceling any particular service.

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        Active Accounts.    We monitor the number of active accounts among our membership base. 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. Social 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 social networking websites (excluding schoolFeed, the Names Database and Yearbook app), at least once during the period. Segment active accounts for six-month, nine-month and annual periods are calculated as a simple average of the quarterly active accounts for each respective segment.

        In general, we count and track pay accounts and free accounts by unique member identifiers. Users have the ability to register for separate services under separate brands and member identifiers independently. We do not track whether a pay account has purchased more than one of our services unless the account uses the same member identifier. As a result, total active accounts may not represent total unique users.

        The pay accounts, churn and ARPU metrics for the Communications segment may fluctuate significantly from period to period due to various factors, including, but not limited to, the number of mobile broadband pay accounts, which have a higher churn rate and ARPU.

        The pay accounts and ARPU metrics for the Social Media segment may fluctuate significantly from period to period due to various factors, including, but not limited to, the extent to which discounted pricing is offered in prior and current periods, the percentage of pay accounts being represented by international pay accounts, which, on average, have lower-priced subscription plans compared to U.S. pay accounts, and the churn rate.

        Gross Merchandise Sales.    Gross merchandise sales is the total dollar value of Commerce & Loyalty member purchases during the reporting period, excluding applicable taxes and net of refunds, directly on the MyPoints site, on third-party sites accessed through the MyPoints portal, or on other Commerce & Loyalty properties. We include the purchases and refunds that are reported by our partners on or before the 15th calendar day following the end of the reporting period, to allow our partners to report purchases completed within the reporting period. We consider this metric to be an important indicator of member engagement with our Commerce & Loyalty properties.

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        The following table sets forth our key business metrics:

Results of Operations

        The following tables set forth selected historical consolidated statements of operations and segment information data, which should be read in conjunction with Liquidity and Capital Resources, Contractual Obligations, and Other Commitments included in this Item 2, as well as Quantitative and Qualitative Disclosures About Market Risk and the unaudited condensed consolidated financial statements and Notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

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Quarter and Six Months Ended June 30, 2015 compared to Quarter and Six Months Ended June 30, 2014

Consolidated Results

        Unaudited condensed consolidated statement of operations information was as follows (in thousands):

Revenues

        The decrease in consolidated revenues for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a $3.0 million decrease in revenues from our Communications segment and a $2.4 million decrease in revenues from our Social Media segment, partially offset by a $0.9 million increase in revenues from our Commerce & Loyalty segment.

        The decrease in consolidated revenues for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $4.9 million decrease in revenues from our Social Media segment, a $4.4 million decrease in revenues from our Communications segment and a $0.5 million decrease in revenues from our Commerce & Loyalty segment.

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Cost of Revenues

        The decrease in consolidated cost of revenues for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a $1.0 million decrease in cost of revenues associated with our Communications segment and a $0.6 million decrease in depreciation and amortization expense, partially offset by a $1.5 million increase in cost of revenues associated with our Commerce & Loyalty segment.

        The decrease in consolidated cost of revenues for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $1.2 million decrease in cost of revenues associated with our Communications segment, a $1.0 million decrease in depreciation and amortization expense and a $0.4 million decrease in cost of revenues associated with our Social Media segment, partially offset by a $0.3 million increase in cost of revenues associated with our Commerce & Loyalty segment.

Sales and Marketing

        The decrease in consolidated sales and marketing expenses for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a $0.7 million decrease in sales and marketing expenses associated with our Social Media segment and a $0.3 million decrease in depreciation expense.

        The decrease in consolidated sales and marketing expenses for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $1.6 million decrease in sales and marketing expenses associated with our Social Media segment, a $0.8 million decrease in sales and marketing expenses associated with our Communications segment, a $0.7 million decrease in sales and marketing expenses associated with our Commerce & Loyalty segment, and a $0.3 million decrease in depreciation expense.

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Technology and Development

        The decrease in consolidated technology and development expenses for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a $0.4 million decrease in technology and development expenses associated with our Social Media segment, a $0.2 million decrease in technology and development expenses associated with our Communications segment and a $0.2 million decrease in technology and development expenses associated with our Commerce & Loyalty segment, partially offset by $0.2 million increase in depreciation expense.

        The decrease in consolidated technology and development expenses for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $1.3 million decrease in technology and development expenses associated with our Social Media segment and a $0.4 million decrease in technology and development expenses associated with our Commerce & Loyalty segment.

General and Administrative

        The decrease in consolidated general and administrative expenses for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a $3.1 million decrease in general and administrative expenses associated with our Social Media segment, a $2.0 million decrease in unallocated corporate expenses and a $0.4 million decrease in general and administrative expenses associated with our Communications segment.

        The decrease in consolidated general and administrative expenses for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $5.8 million decrease in general and administrative expenses associated with our Social Media segment, a $4.8 million decrease in unallocated corporate expenses, a $0.6 million decrease in general and administrative expenses associated with our Communications segment, and a $0.2 million decrease in general and administrative expenses associated with our Commerce & Loyalty segment, partially offset by a $0.3 million increase in depreciation expense.

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Amortization of Intangible Assets

        The decrease in consolidated amortization of intangible assets for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014, was primarily due to a decrease in amortization expense for certain intangible assets associated with our Social Media segment as these assets were fully amortized in the quarter ended December 31, 2014.

Restructuring and Other Exit Costs

        Consolidated restructuring and other exit costs for the quarter ended June 30, 2015 primarily included $0.8 million of employee termination costs in our Communications segment. Consolidated restructuring and other exit costs for the quarter ended June 30, 2014 included $0.1 million of employee termination costs in both our Commerce & Loyalty and Social Media segments, as well as $0.1 million of unallocated corporate employee termination costs.

        Consolidated restructuring and other exit costs for the six months ended June 30, 2015 primarily included $0.9 million of employee termination costs in our Communications segment. Consolidated restructuring and other exit costs for the six months ended June 30, 2014 included $1.1 million, $0.4 million and $0.2 million of employee termination costs in our Commerce & Loyalty, Social Media and Communications segments, respectively, as well as $1.0 million of unallocated corporate employee termination costs.

Interest Income

        Interest income was flat for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, as well as for the six months ended June 30, 2015, compared to the six months ended June 30, 2014.

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Other Income, Net

        Other income, net, was relatively flat for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, as well as for the six months ended June 30, 2015, compared to the six months ended June 30, 2014.

Provision for Income Taxes

        For the quarter ended June 30, 2015, we utilized the actual effective tax rate (discrete method) in determining the domestic income tax expense, rather than the annual effective tax rate method, as allowed under ASC 740-270-30-36, Income Taxes—Interim Reporting. For the quarter ended June 30, 2015, we recorded a provision for income taxes totaling $0.9 million on pre-tax income of $3.3 million, compared to a provision for income taxes totaling $2.0 million on a pre-tax loss of $0.2 million for the quarter ended June 30, 2014. Our effective income tax rate of 28.4% for the quarter ended June 30, 2015 was lower than the statutory tax rate primarily due to a provision for income taxes related to our foreign operations, an income tax accrual related to certain goodwill assets and a tax benefit related to a release of reserves for uncertain tax positions taken in prior periods. The change in our effective income tax rate for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014 was primarily due to a year-over-year decrease in foreign taxes and the release of reserves for uncertain tax positions taken in prior periods. Our tax provision has an unusual relationship to 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 ended June 30, 2015 and 2014 included accruals for a non-cash tax expense of approximately $0.3 million and $0.6 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, we do not consider the deferred tax liabilities related to certain goodwill assets when determining the need for a valuation allowance.

        For the six months ended June 30, 2015, we recorded a provision for income taxes totaling $1.6 million on pre-tax income of $3.1 million, compared to a provision for income taxes totaling $3.9 million on a pre-tax loss of $8.7 million for the six months ended June 30, 2014. Our effective income tax rate of 52.3% for the six months ended June 30, 2015 was higher than the statutory tax rate primarily due to the impact of a provision for income taxes related to our foreign operations, an income tax accrual related to certain goodwill assets, and a tax benefit related to an audit settlement for tax years 2009 through 2012. The change in our effective income tax rate for the six months ended June 30, 2015, compared to the six months ended June 30, 2014 was primarily due to a decrease in foreign taxes, the benefit from utilizing the discrete method rather than the annual effective income tax method with respect to "naked credits" and state taxes, the benefit related to an audit settlement for

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tax years 2009 through 2012, and the release of reserves for uncertain tax positions taken in prior periods.

Segment Results

        Information for our reportable segments, which excludes depreciation and amortization of intangible assets, was as follows (in thousands):

 

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Communications Segment Results

Communications Revenues

        The decreases in advertising revenues for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014, were due to lower advertising rates and a decrease in advertising impressions delivered as a result of a decline in active accounts. The decrease in services revenues was due to decreases in dial-up and DSL revenues attributed to lower dial-up and DSL subscribers, partially offset by an increase in ARPU for these services. The decreases in dial-up and DSL services revenues were partially offset by increases in mobile broadband revenues due to increases in mobile broadband subscribers. The decrease in products revenues was due to greater discounting of devices and lower sign-ups. We anticipate dial-up pay accounts will continue to decline year over year in 2015; however, we anticipate Communications ARPU will continue to increase year over year in 2015.

Communications Cost of Revenues

        The decrease in Communications cost of revenues for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a $0.5 million decrease in costs associated with our mobile broadband services attributable to lower sign-ups and lower average device cost, as well as a $0.4 million decrease in costs associated with our DSL service attributable to lower DSL subscribers.

        The decrease in Communications cost of revenues for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $0.8 million decrease in costs associated with our DSL service attributable to lower DSL subscribers, a $0.2 million decrease in costs associated with our dial-up services attributable to lower dial-up subscribers and a $0.2 million decrease in costs associated with add-on services as a result of a decrease in the number of dial-up and DSL subscribers.

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Communications Sales and Marketing

        Communications sales and marketing expenses was relatively flat for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014.

        The decrease in Communications sales and marketing expenses for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $0.4 million decrease in customer relationship management costs associated with our mobile broadband services resulting from cost savings initiatives and a $0.2 million decrease in personnel and overhead-related costs and a $0.1 million decrease in dial-up marketing expenses due to fewer subscribers.

Communications Technology and Development

        The decrease in Communications technology and development expenses for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a decrease in personnel and overhead-related costs.

        Communications technology and development expenses was relatively flat for the six months ended June 30, 2015, compared to the six months ended June 30, 2014.

Communications General and Administrative

        The decrease in Communications general and administrative expenses for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014, was primarily due to a decrease in personnel and overhead-related costs.

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Communications Restructuring and Other Exit Costs

        Communications restructuring and other exit costs for the quarters and six months ended June 30, 2015 and 2014 consisted primarily of employee termination costs. These restructuring charges were a result of management's decision to streamline operations, prioritize resources for growth initiatives and increase profitability.

Commerce & Loyalty Segment Results

Commerce & Loyalty Revenues

        The increase in Commerce & Loyalty revenues for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to an increase in gift card revenues as a result of increased gift card promotions offered to members.

        The decrease in Commerce & Loyalty revenues for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a decrease in display advertising revenues as a result of a decline in the number of direct billing partners and advertisers due to our restructuring initiatives, as well as a $0.3 million decrease in market research revenues, partially offset by an increase in gift card revenues as a result of increased gift card promotions offered to members.

Commerce & Loyalty Cost of Revenues

        The increase in Commerce & Loyalty cost of revenues for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a $1.0 million increase in costs related to the sale of gift cards as a result of increased gift card promotions offered to members and a $0.7 million increase in point costs due to increased point promotions offered to members of our loyalty marketing services.

        The increase in Commerce & Loyalty cost of revenues for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $0.5 million increase in costs related to the sale of gift cards as a result of increased gift card promotions offered to members and a $0.5 million increase in point costs due to increased point promotions offered to members of our

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loyalty marketing services, partially offset by a $0.5 million decrease in personnel and overhead-related costs due to our restructuring initiatives and a $0.2 million decrease in hosting and software-related fees.

Commerce & Loyalty Sales and Marketing

        Commerce & Loyalty sales and marketing expenses was relatively flat for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014.

        The decrease in Commerce & Loyalty sales and marketing expenses for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a decrease in personnel and overhead-related costs as a result of our restructuring initiatives.

Commerce & Loyalty Technology and Development

        The decrease in Commerce & Loyalty technology and development expenses for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014, was primarily due to a decrease in personnel and overhead-related costs as a result of our restructuring initiatives.

Commerce & Loyalty General and Administrative

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        The decrease in Commerce & Loyalty general and administrative expenses for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014, was primarily due to a decrease in personnel and overhead-related costs as a result of our restructuring initiatives.

Commerce & Loyalty Restructuring and Other Exit Costs

        Commerce & Loyalty restructuring and other exit costs for the quarter and six months ended June 30, 2014 consisted primarily of employee termination costs. These restructuring charges were a result of management's decision to streamline operations, prioritize resources for growth initiatives and increase profitability.

Social Media Segment Results

Social Media Revenues

        The decrease in Social Media revenues for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a decrease in international average pay accounts, as well as a decrease in international ARPU primarily due to a weaker Euro versus the U.S. Dollar and, to a lesser extent, a decrease in domestic average pay accounts. Adjusting for the unfavorable impact of foreign currency exchange rates due to a weaker Euro versus the U.S. Dollar, Social Media revenues decreased by $1.0 million, or 5%.

        The decrease in Social Media revenues for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a decrease in international average pay accounts, as well as a decrease in international ARPU primarily due to a weaker Euro versus the U.S. Dollar and, to a lesser extent, a decrease in domestic average pay accounts. The increase in advertising revenues was primarily related to the licensing of certain digital yearbook content. Adjusting for the unfavorable impact of foreign currency exchange rates due to a weaker Euro versus the U.S. Dollar, Social Media revenues decreased by $2.2 million, or 5%. We anticipate revenues and pay accounts will continue to decline year over year in 2015. We anticipate ARPU will continue to decline year over year in 2015 as a result of the unfavorable impact of foreign currency exchange rates.

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Social Media Cost of Revenues

        Social Media cost of revenues was relatively flat for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014.

        The decrease in Social Media cost of revenues for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $0.2 million decrease in hosting and software-related fees and a $0.2 million decrease in personnel and overhead-related costs. Adjusting for the favorable impact of foreign currency exchange rates due to a weaker Euro versus the U.S. Dollar, Social Media cost of revenues decreased by $0.2 million, or 4%.

Social Media Sales and Marketing

        The decrease in Social Media sales and marketing expenses for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014, was primarily due to a decrease in costs to acquire new social networking members as part of initiatives to reduce spend on member acquisition. Adjusting for the favorable impact of foreign currency exchange rates due to a weaker Euro versus the U.S. Dollar, Social Media sales and marketing expenses decreased by $0.3 million, or 4%, and by $0.8 million, or 6%, respectively, for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014.

Social Media Technology and Development

        The decrease in Social Media technology and development expenses for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014, was the

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result of a decrease in personnel and overhead-related costs. Adjusting for the favorable impact of foreign currency exchange rates due to a weaker Euro versus the U.S. Dollar, Social Media technology and development expenses decreased by $0.3 million, or 11%, and by $1.1 million, or 16%, respectively, for the quarter and six months ended June 30, 2015, compared to the quarter and six months ended June 30, 2014.

Social Media General and Administrative

        The decrease in Social Media general and administrative expenses for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to $3.1 million in reserves recorded for a legal settlement in the quarter ended June 30, 2014 and a $0.3 million decrease in personnel and overhead-related costs due to our restructuring initiatives, partially offset by a $0.2 million increase in professional services and consulting fees. Adjusting for the favorable impact of foreign currency exchange rates due to a weaker Euro versus the U.S. Dollar, Social Media general and administrative expenses decreased by $2.9 million, or 48%.

        The decrease in Social Media general and administrative expenses for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to $4.4 million in reserves recorded for a legal settlement in the six months ended June 30, 2014, a $0.9 million decrease in personnel and overhead-related costs due to our restructuring initiatives and a $0.6 million decrease in professional services and consulting fees. Adjusting for the favorable impact of foreign currency exchange rates due to a weaker Euro versus the U.S. Dollar, Social Media general and administrative expenses decreased by $5.4 million, or 46%.

Social Media Restructuring and Other Exit Costs

        Social Media restructuring and other exit costs for the quarters and six months ended June 30, 2014 consisted primarily of employee termination costs. These restructuring charges were a result of management's decision to streamline operations, prioritize resources for growth initiatives and increase profitability.

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Corporate Revenues

        Corporate revenues for the quarter and six months ended June 30, 2014 were related to transition services provided to FTD in connection with the FTD Spin-Off Transaction.

Unallocated Corporate Expenses

Unallocated Corporate General and Administrative Expenses

        The decrease in unallocated corporate general and administrative expenses for the quarter ended June 30, 2015, compared to the quarter ended June 30, 2014, was primarily due to a $1.6 million decrease in personnel and overhead-related costs and a $0.5 million decrease in professional services and consulting fees.

        The decrease in unallocated corporate general and administrative expenses for the six months ended June 30, 2015, compared to the six months ended June 30, 2014, was primarily due to a $3.8 million decrease in personnel and overhead-related costs due to our restructuring initiatives, including lower facilities-related costs in connection with moving our corporate headquarters, a $0.9 million decrease in professional services and consulting fees, and a $0.3 million increase in reserves recorded for legal settlements. These decreases were partially offset by $0.3 million of transaction-related costs recorded in the six months ended June 30, 2015. We anticipate unallocated corporate general and administrative expenses will continue to decline year over year in 2015.

Unallocated Corporate Restructuring and Other Exit Costs

        Unallocated corporate restructuring and other exit costs for the quarters and six months ended June 30, 2015 and 2014 consisted of employee termination costs.

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Liquidity and Capital Resources

Six Months Ended June 30, 2015 compared to Six Months Ended June 30, 2014

        Our total cash and cash equivalents balance decreased by $3.8 million, or 5%, to $75.0 million at June 30, 2015, compared to $78.8 million at December 31, 2014. Our summary cash flows for the periods presented were as follows (in thousands):

        Net cash provided by operating activities decreased by $7.5 million, or 82%. The decrease was primarily due to a $17.5 million unfavorable change in working capital. The decrease in cash provided by operating activities was also due to a $2.7 million decrease in depreciation and amortization, a $1.4 million decrease in stock-based compensation and a $0.3 million decrease in deferred taxes. These decreases were partially offset by a $14.1 million increase in net income.

        Working capital cash flows from accounts payable and accrued liabilities decreased by $13.8 million primarily due to a decrease in income taxes payable of $7.1 million primarily as a result of the payments made for a settlement with the Internal Revenue Service described below, a $3.8 million decrease in reserves for a legal settlement, a $1.1 million decrease in deferred rent liability, and a $0.8 million decrease due to separation payments made for an executive. Working capital cash flows from inventories decreased by $3.5 million primarily due to an increase in purchases of gift cards for the Commerce & Loyalty segment, as well as an increase in inventory purchases of mobile broadband devices for the Communications segment. Working capital cash flows from accounts receivables decreased by $3.4 million primarily due to a larger decline in the Commerce & Loyalty segment revenue as a result of fewer active accounts, which was impacted by our restructuring initiatives in the six months ended June 30, 2014. Working capital cash flows from other liabilities increased by $3.1 million primarily due to a reduction in deferred rent liability for the Social Media segment due to an early lease termination, as well as a reduction in reserves for uncertain tax positions in the six months ended June 30, 2014.

        Net cash used for investing activities was relatively flat for the six months ended June 30, 2015, compared to the six months ended June 30, 2014.

        Capital expenditures for the six months ended June 30, 2015 totaled $5.3 million. At June 30, 2015 and December 31, 2014, we had $0.5 million and $2.8 million, respectively, of property and equipment that was not yet paid for and was included in accounts payable in the consolidated balance sheets. We currently anticipate that our total capital expenditures for 2015 will be in the range of $10 million to $12 million, which includes the aforementioned $0.5 million of purchases on account at June 30, 2015. The actual amount of future capital expenditures may fluctuate due to a number of factors, including, without limitation, potential future acquisitions and new business initiatives, which are difficult to predict and which could change significantly over time. Additionally, technological advances may require us to make capital expenditures to develop or acquire new equipment or technology in order to replace aging or technologically obsolete equipment.

        Net cash provided by financing activities increased by $2.4 million, or 162%. The increase was primarily due to a $1.3 million increase in proceeds from exercises of stock options and a $1.0 million decrease in repurchases of common stock.

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        Future cash flows from financing activities may also be affected by our repurchases of shares of our common stock. Our Board of Directors authorized a common stock repurchase program (the "Program") that allows us to repurchase shares of our common stock through open market or privately negotiated transactions based on prevailing market conditions and other factors. Our Board of Directors has approved and ratified the Program through December 31, 2015. There were no repurchases under the Program during the six months ended June 30, 2015 and, at June 30, 2015, the authorization remaining under the Program was $80.0 million.

        Cash flows from financing activities may also be negatively impacted by the withholding of a portion of shares underlying the restricted stock units we grant to employees. In general, we currently do not collect the minimum statutory employee withholding taxes from employees upon vesting of restricted stock units. Instead, we automatically withhold, from the restricted stock units that vest, the portion of those shares with a fair market value equal to the amount of the minimum statutory employee withholding taxes due. We then pay the minimum statutory withholding taxes in cash. The withholding of these shares, although accounted for as a common stock repurchase, does not reduce the amount available under the Program. Similar to repurchases of common stock under the Program, the net effect of such withholding will adversely impact our cash flows from financing activities. The amounts remitted in the six months ended June 30, 2015 and 2014 were $1.3 million and $2.4 million, respectively, for which we withheld 0.1 million and 0.2 million shares of common stock, respectively, that were underlying the restricted stock units that vested. The amount we pay in future periods will vary based on our stock price and the number of applicable restricted stock units vesting during the period.

        On an ongoing basis, we assess opportunities for improved operational effectiveness and efficiency, which may result in restructuring. Although restructuring efforts may reduce expenses and generate improved operating efficiencies, there can be no assurances that our restructuring efforts will be successful. In addition, past restructuring activities may not be a good indication of future restructuring opportunities, and any restructuring of our businesses may leave us with reduced financial and marketing resources to develop products and services to compete against our competitors. We recorded $1.0 million of restructuring and other exit costs in the six months ended June 30, 2015, which consisted of employee termination costs. During the six months ended June 30, 2015, we paid $0.8 million of restructuring and other exit costs. At June 30, 2015, accrued restructuring and other exit costs totaled $0.3 million, which will be paid over the next 12 months.

        Based on our current projections, we expect to continue to generate positive cash flows from operations, at least for the next 12 months. We may use our existing cash balances and future cash generated from operations to fund, among other things, long-term growth initiatives, which may include optimizing our current product offerings to enhance our consumer value proposition, expanding new product development efforts to drive new revenue growth, and pursuing acquisitions, new strategic partnerships and other opportunities to expand our scope and reach; the repurchase of our common stock underlying restricted stock units to pay the minimum statutory employee withholding taxes due on vested restricted stock units; the repurchase of our common stock under the Program; future capital expenditures; and future acquisitions of intangible assets, including rights, content and intellectual property.

        In March 2015, we reached an audit settlement with the Internal Revenue Service and, in connection with such settlement, we remitted $6.4 million to the Internal Revenue Service in the quarter ended June 30, 2015, for which we had previously established a reserve. Additionally, as discussed in Note 12, "Contingencies—Legal Matters" of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, Classmates, Inc. cooperated with a Multistate Work Group of Attorneys General in connection with their investigations of our former post-transaction sales practices and certain other current or former business practices. In May 2015, Classmates, Inc. executed settlement agreements with each member of

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the Multistate Work Group, and in July 2015, we remitted $8.2 million in connection with the settlements.

        If we need to raise additional capital through public or private debt or equity financings, strategic relationships or other arrangements, this capital might not be available to us in a timely manner, on acceptable terms, or at all. Our failure to raise sufficient capital when needed could severely constrain or prevent us from, among other factors, future acquisitions of intangible assets, including rights, content and intellectual property, and may have a material adverse effect on our business, financial position, results of operations, and cash flows. If additional funds were raised through the issuance of equity or convertible debt securities, the percentage of stock owned by the then- current stockholders could be reduced. Furthermore, such equity or any debt securities that we issue might have rights, preferences or privileges senior to holders of our common stock. In addition, trends in the securities and credit markets may restrict our ability to raise any such additional funds, at least in the near term.

Contractual Obligations

        There were no material changes to our contractual obligations during the quarter ended June 30, 2015, with the exception of liabilities for uncertain tax positions. At June 30, 2015, we had liabilities for uncertain tax positions totaling $4.9 million, of which $1.1 million was expected to be due in less than one year. We are not able to reasonably estimate when or if cash payments for long-term liabilities related to uncertain tax positions will occur.

Other Commitments

        In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, sureties and insurance companies, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with our directors and certain of our officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. We have also agreed to indemnify certain former officers, directors and employees of acquired companies in connection with the acquisition of such companies. We maintain director and officer insurance, which may cover certain liabilities, including those arising from our obligation to indemnify our directors and certain of our officers and employees, and former officers, directors and employees of acquired companies, in certain circumstances.

        It is not possible to determine the maximum potential amount of exposure under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements may not be subject to maximum loss clauses.

Off-Balance Sheet Arrangements

        At June 30, 2015, we did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K) that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.

Recent Accounting Pronouncements

        See Note 1, "Description of Business, Basis of Presentation, Accounting Policies, and Recent Accounting Pronouncements" of the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent accounting

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pronouncements, including the expected dates of adoption and estimated effects on our financial condition, results of operations and cash flows.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We are exposed to certain market risks arising from transactions in the normal course of business, principally risk associated with interest rate and foreign currency exchange rate fluctuations.

Interest Rate Risk

        While we do not currently maintain any short-term investments, we do invest in money market funds and time deposits, which are classified as cash and cash equivalents in our consolidated balance sheets. Therefore, our interest income is sensitive to changes in the general level of U.S. and certain foreign interest rates. At June 30, 2015, we did not have any fixed or floating rate debt obligations.

Foreign Currency Exchange Risk

        We transact business in foreign currencies, and we are exposed to risk resulting from fluctuations in foreign currency exchange rates, particularly the Euro ("EUR") and the Indian Rupee ("INR") and, to a much lesser extent, the Swedish Krona ("SEK") and the Swiss Franc ("CHF"), which may result in gains or losses reported in our results of operations. The volatilities in EUR, INR, SEK, and CHF (and all other applicable foreign currencies) are monitored by us throughout the year. We face two risks related to foreign currency exchange rates—translation risk and transaction risk. Amounts invested in our foreign operations are translated into U.S. Dollars using the current rate method. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss in the unaudited condensed consolidated balance sheets. Revenues and expenses in foreign currencies translate into higher or lower revenues and expenses in U.S. Dollars as the U.S. Dollar weakens or strengthens against other currencies. Substantially all of the revenues of our foreign subsidiaries are received, and substantially all expenses are incurred, in currencies other than the U.S. Dollar, which increases or decreases the related U.S. Dollar-reported revenues and expenses depending on the exchange rate trend in currencies. Therefore, changes in foreign currency exchange rates may negatively affect our consolidated revenues and net income (loss).

        We utilize forward foreign currency exchange contracts to protect the value of our net investments in certain foreign subsidiaries and certain forecasted cash flows denominated in currencies other than the U.S. Dollar. These contracts are designated as hedges of net investments in foreign entities and hedges of cash flows. At June 30, 2015, the notional value of open forward foreign currency exchange contracts accounted for as cash flow hedges totaled $0.2 million. At June 30, 2015, we did not have any open forward foreign currency exchange contracts accounted for as net investment hedges.

        We considered the historical trends in currency exchange rates and determined that it was reasonably possible that changes in exchange rates of 10% for our foreign currency exchange contracts could be experienced in the near term. If the U.S. dollar weakened or strengthened by 10%, the impact on accumulated other comprehensive loss would be immaterial at June 30, 2015.

        Periodically, we enter into forward foreign currency exchange contracts, which are not designated as hedging instruments for accounting purposes. We enter into these derivative instruments to hedge intercompany transactions and partially offset the economic effect of fluctuations in foreign currency exchange rates. At June 30, 2015, the notional value of open forward foreign currency exchange contracts that did not qualify for hedge accounting treatment totaled $0.7 million. If the U.S. dollar weakened or strengthened by 10%, the impact on other income, net, would have been immaterial for the six months ended June 30, 2015.

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        We may, in the future and in accordance with our investment and foreign exchange policies, also use other derivative financial instruments, if it is determined that such hedging activities are appropriate to reduce risk.

ITEM 4.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

        Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, within the time periods specified in the SEC's rules and forms, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

        There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        For a description of our material pending legal proceedings, please refer to Note 12, "Contingencies—Legal Matters" of the Notes to the Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A.    RISK FACTORS

        There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. A detailed discussion of our risk factors was included in Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2014, and has been made available at www.sec.gov and at www.unitedonline.com. These risk factors should be read carefully in connection with evaluating our business and in connection with the forward-looking statements and other information contained in this Quarterly Report on Form 10-Q. Any of the risks described in the Annual Report on Form 10-K for the year ended December 31, 2014 could materially affect our business, financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. In addition, for clarity, the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014 under the heading additional risks relating to our Content & Media segment apply to our Commerce & Loyalty and Social Media segments, and may also apply, depending on the risk factor, to our Communications segment.

        The risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2014 are not the only risks facing us. Additional risks and uncertainties not currently known to us, or that are currently deemed to be immaterial, could also materially adversely affect our business, financial condition and/or future results. The trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose all or part of your investment. As of June 30, 2015, there had been no material changes to the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) - (b) Not applicable

(c)   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 six months ended June 30, 2015 and, at June 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.

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        Common stock repurchases during the quarter ended June 30, 2015 were as follows (in thousands, except per share amounts):

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

ITEM 4.    MINE SAFETY DISCLOSURES

        Not applicable.

ITEM 5.    OTHER INFORMATION

        Not applicable.

ITEM 6.    EXHIBITS

        See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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