Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | ||
Dec. 29, 2013 | Feb. 03, 2014 | Feb. 03, 2014 | |
Common Class A [Member] | Common Class B [Member] | ||
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | '1 800 FLOWERS COM INC | ' | ' |
Document Type | '10-Q | ' | ' |
Current Fiscal Year End Date | '--06-29 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 27,416,849 | 36,778,594 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001084869 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Period End Date | 29-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q2 | ' | ' |
Consolidated_Balance_Sheets_Cu
Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Dec. 29, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $3,260 | $154 |
Receivables, net | 38,043 | 14,957 |
Inventories | 57,913 | 55,756 |
Deferred tax assets | 6,617 | 5,746 |
Prepaid and other | 7,133 | 9,941 |
Current assets of discontinued operations | 4,275 | 6,095 |
Total current assets | 117,241 | 92,649 |
Property, plant and equipment, net | 55,747 | 52,943 |
Goodwill | 54,105 | 47,943 |
Other intangibles, net | 45,585 | 43,276 |
Deferred tax assets | 1,755 | 2,127 |
Other assets | 8,257 | 10,086 |
Non-current assets of discontinued operations | 1,023 | 1,049 |
Total assets | 283,713 | 250,073 |
Current liabilities: | ' | ' |
Accounts payable | 17,887 | 26,235 |
Accrued expenses | 72,405 | 45,044 |
Current maturities of long-term debt | 388 | ' |
Current liabilities of discontinued operations | 2,081 | 4,484 |
Total current liabilities | 92,761 | 75,763 |
Long term debt | 3,000 | ' |
Other liabilities | 6,080 | 5,039 |
Total liabilities | 101,841 | 80,802 |
Stockholders' equity: | ' | ' |
Additional paid-in capital | 300,791 | 298,580 |
Retained deficit | -70,549 | -83,937 |
Accumulated other comprehensive loss | -12 | ' |
Treasury stock, at cost b 10,489,646 and 9,257,231 Class A shares at December 29, 2013 and June 30, 2013, respectively, and 5,280,000 Class B shares at December 29, 2013 and June 30, 2013 | -52,685 | -46,155 |
Total stockholdersb equity | 178,345 | 169,271 |
Noncontrolling interest in subsidiary | 3,527 | ' |
Total equity | 181,872 | 169,271 |
Total liabilities and equity | 283,713 | 250,073 |
Common Class A [Member] | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 379 | 362 |
Common Class B [Member] | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | $421 | $421 |
Consolidated_Balance_Sheets_Cu1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Dec. 29, 2013 | Jun. 30, 2013 |
Preferred stock par value (in Dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common Class A [Member] | ' | ' |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 37,940,040 | 36,280,425 |
Treasurey stock, shares | 10,489,646 | 9,257,231 |
Common Class B [Member] | ' | ' |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 42,058,594 | 42,125,465 |
Treasurey stock, shares | 5,280,000 | 5,280,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 |
Net revenues | $266,337 | $251,360 | $389,385 | $370,952 |
Cost of revenues | 155,360 | 146,879 | 227,111 | 217,046 |
Gross profit | 110,977 | 104,481 | 162,274 | 153,906 |
Operating expenses: | ' | ' | ' | ' |
Marketing and sales | 57,656 | 54,483 | 92,135 | 87,206 |
Technology and development | 5,319 | 5,363 | 10,717 | 10,759 |
General and administrative | 14,267 | 13,354 | 28,079 | 26,415 |
Depreciation and amortization | 5,036 | 4,521 | 9,725 | 8,968 |
Total operating expenses | 82,278 | 77,721 | 140,656 | 133,348 |
Operating income | 28,699 | 26,760 | 21,618 | 20,558 |
Interest expense and other, net | 377 | 538 | 669 | 824 |
Income from continuing operations before income taxes | 28,322 | 26,222 | 20,949 | 19,734 |
Income tax expense from continuing operations | 10,798 | 9,715 | 7,982 | 7,670 |
Income from continuing operations | 17,524 | 16,507 | 12,967 | 12,064 |
Loss from discontinued operations, net of tax | -374 | -496 | -456 | -659 |
Adjustment to loss on sale of discontinued operations, net of tax | 877 | 0 | 877 | 0 |
Income (loss) from discontinued operations | 503 | -496 | 421 | -659 |
Net income | $18,027 | $16,011 | $13,388 | $11,405 |
Basic net income per common share: | ' | ' | ' | ' |
From continuing operations (in Dollars per share) | $0.27 | $0.25 | $0.20 | $0.19 |
From discontinued operations (in Dollars per share) | $0.01 | ($0.01) | $0.01 | ($0.01) |
Basic net income per common share (in Dollars per share) | $0.28 | $0.25 | $0.21 | $0.18 |
Diluted net income per common share: | ' | ' | ' | ' |
From continuing operations (in Dollars per share) | $0.27 | $0.25 | $0.20 | $0.18 |
From discontinued operations (in Dollars per share) | $0.01 | ($0.01) | $0.01 | ($0.01) |
Diluted net income per common share (in Dollars per share) | $0.27 | $0.24 | $0.20 | $0.17 |
Weighted average shares used in the calculation of net income per common share: | ' | ' | ' | ' |
Basic (in Shares) | 64,016 | 64,824 | 63,907 | 64,665 |
Diluted (in Shares) | 66,095 | 66,557 | 66,383 | 66,695 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 |
Net income | $18,027 | $16,011 | $13,388 | $11,405 |
Other comprehensive income (loss) | -12 | ' | -12 | 17 |
Comprehensive income | $18,015 | $16,011 | $13,376 | $11,422 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 |
Operating activities | ' | ' |
Net income | $13,388 | $11,405 |
Reconciliation of net income to net cash provided by operating activities: | ' | ' |
Operating activities of discontinued operations | 320 | -269 |
Adjustment to loss on sale of discontinued operations | -877 | 0 |
Depreciation and amortization | 9,725 | 8,968 |
Amortization of deferred financing costs | 153 | 229 |
Deferred income taxes | -870 | -909 |
Noncontrolling interest | -41 | ' |
Bad debt expense | 643 | 477 |
Stock-based compensation | 2,211 | 2,304 |
Other non-cash items | 385 | 213 |
Changes in operating items, excluding the effects of acquisitions: | ' | ' |
Receivables | -26,059 | -22,431 |
Inventories | -2,057 | -2,083 |
Prepaid and other | 2,904 | 3,834 |
Accounts payable and accrued expenses | 17,213 | 19,915 |
Other assets | -155 | -306 |
Other liabilities | 947 | -208 |
Net cash provided by operating activities | 17,830 | 21,139 |
Investing activities | ' | ' |
Acquisitions, net of cash acquired | -1,385 | ' |
Capital expenditures | -9,832 | -9,091 |
Purchase of investments | 8 | -1,321 |
Other, net | 1 | 34 |
Investing activities of discontinued operations | ' | -37 |
Net cash used in investing activities | -11,208 | -10,415 |
Financing activities | ' | ' |
Acquisition of treasury stock | -6,530 | -5,149 |
Proceeds from exercise of employee stock options | 17 | 83 |
Proceeds from bank borrowings | 88,000 | 47,000 |
Repayment of bank borrowings | -85,007 | -54,500 |
Other | 4 | -48 |
Net cash used in financing activities | -3,516 | -12,614 |
Net change in cash and cash equivalents | 3,106 | -1,890 |
Cash and cash equivalents: | ' | ' |
Beginning of period | 154 | 28,854 |
End of period | $3,260 | $26,964 |
Note_1_Accounting_Policies
Note 1 - Accounting Policies | 6 Months Ended |
Dec. 29, 2013 | |
Accounting Policies [Abstract] | ' |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | ' |
Note 1 – Accounting Policies | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month period ended December 29, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending June 29, 2014. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2013. | |
The Company’s quarterly results may experience seasonal fluctuations. Due to the Company’s expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, generates the highest proportion of the Company’s annual revenues. Additionally, as the result of a number of major floral gifting occasions, including Mother's Day, Valentine’s Day and Administrative Professionals Week, revenues also rise during the Company’s fiscal third and fourth quarters. The Easter Holiday, which was in the Company’s third quarter during fiscal 2013, is in the fourth quarter of fiscal 2014. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |
Recently Adopted Accounting Pronouncements | |
In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU No. 2012-02”), which allows entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU No. 2012-02 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test. Otherwise, the quantitative impairment test is not required. This ASU became effective for annual and interim goodwill impairment tests performed for the Company’s fiscal year ending June 29, 2014. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. | |
Reclassifications | |
Certain balances in the prior fiscal years have been reclassified to conform to the presentation in the current fiscal year. |
Note_2_Net_Loss_Per_Common_Sha
Note 2 - Net Loss Per Common Share from Continuing Operations | 6 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
Note 2 – Net Income Per Common Share from Continuing Operations | |||||||||||||||||
The following table sets forth the computation of basic and diluted net income per common share from continuing operations: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Numerator: | |||||||||||||||||
Income from continuing operations | $ | 17,524 | $ | 16,507 | $ | 12,967 | $ | 12,064 | |||||||||
Denominator: | |||||||||||||||||
Weighted average shares outstanding | 64,016 | 64,824 | 63,907 | 64,665 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Employee stock options (1) | 990 | 481 | 1,103 | 532 | |||||||||||||
Employee restricted stock awards | 1,089 | 1,252 | 1,373 | 1,498 | |||||||||||||
2,079 | 1,733 | 2,476 | 2,030 | ||||||||||||||
Adjusted weighted-average shares and assumed conversions | 66,095 | 66,557 | 66,383 | 66,695 | |||||||||||||
Net income per common share from continuing operations | |||||||||||||||||
Basic | $ | 0.27 | $ | 0.25 | $ | 0.2 | $ | 0.19 | |||||||||
Diluted | $ | 0.27 | $ | 0.25 | $ | 0.2 | $ | 0.18 | |||||||||
Basic net income per common share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common and dilutive common equivalent shares (consisting of employee stock options and unvested restricted stock awards) outstanding during the period. | |||||||||||||||||
-1 | The effect of options to purchase 1.2 million and 1.3 million shares during the three and six months ended December 29, 2013 and 3.1 million and 3.4 million shares during the three and six months ended December 30, 2012, respectively, were excluded from the calculation of net income per share on a diluted basis as their effect is anti-dilutive. | ||||||||||||||||
Note_3_StockBased_Compensation
Note 3 - Stock-Based Compensation | 6 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
Note 3 – Stock-Based Compensation | |||||||||||||||||
The Company has a Long Term Incentive and Share Award Plan, which is more fully described in Note 12 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013, that provides for the grant to eligible employees, consultants and directors of stock options, restricted shares, and other stock-based awards. | |||||||||||||||||
The amounts of stock-based compensation expense recognized in the periods presented are as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Stock options | $ | 113 | $ | 131 | $ | 211 | $ | 237 | |||||||||
Restricted stock | 1,032 | 1,184 | 2,000 | 2,067 | |||||||||||||
Total | 1,145 | 1,315 | 2,211 | 2,304 | |||||||||||||
Deferred income tax benefit | 431 | 919 | 831 | 909 | |||||||||||||
Stock-based compensation expense, net | $ | 714 | $ | 396 | $ | 1,380 | $ | 1,395 | |||||||||
Stock-based compensation is recorded within the following line items of operating expenses: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Marketing and sales | $ | 275 | $ | 460 | $ | 648 | $ | 806 | |||||||||
Technology and development | 68 | 132 | 175 | 231 | |||||||||||||
General and administrative | 802 | 723 | 1,388 | 1,267 | |||||||||||||
Total | $ | 1,145 | $ | 1,315 | $ | 2,211 | $ | 2,304 | |||||||||
The weighted average fair value of stock options on the date of grant, and the assumptions used to estimate the fair value of the stock options using the Black-Scholes option valuation model granted during the respective periods were as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 (1) | 2012 (1) | 2013 (1) | 2012 | ||||||||||||||
Weighted average fair value of options granted | n/a | n/a | n/a | $ | 2.4 | ||||||||||||
Expected volatility | n/a | n/a | n/a | 72.1 | % | ||||||||||||
Expected life (years) | n/a | n/a | n/a | 6.4 | |||||||||||||
Risk-free interest rate | n/a | n/a | n/a | 0.69 | % | ||||||||||||
Expected dividend yield | n/a | n/a | n/a | 0 | % | ||||||||||||
-1 | No options were granted during the three and six months ended December 29, 2013, nor for the three months ended December 30, 2012. | ||||||||||||||||
The following table summarizes stock option activity during the six months ended December 29, 2013: | |||||||||||||||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (000s) | ||||||||||||||
Outstanding at July 1, 2013 | 4,723,240 | $ | 3.89 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Exercised | (6,600 | ) | $ | 2.57 | |||||||||||||
Forfeited | (137,900 | ) | $ | 4.54 | |||||||||||||
Outstanding at December 29, 2013 | 4,578,740 | $ | 3.87 | 4.5 | $ | 8,951 | |||||||||||
Options vested or expected to vest at December 29, 2013 | 4,453,090 | $ | 3.92 | 4.4 | $ | 8,553 | |||||||||||
Exercisable at December 29, 2013 | 3,129,840 | $ | 4.6 | 3.1 | $ | 3,924 | |||||||||||
As of December 29, 2013, the total future compensation cost related to non-vested options, not yet recognized in the statement of income, was $2.0 million and the weighted average period over which these awards are expected to be recognized was 5.2 years. | |||||||||||||||||
The Company grants shares of Common Stock to its employees that are subject to restrictions on transfer and risk of forfeiture until fulfillment of applicable service conditions and, in certain cases, holding periods (Restricted Stock). The following table summarizes the activity of non-vested restricted stock awards during the six months ended December 29, 2013: | |||||||||||||||||
Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||
Non-vested at July 1, 2013 | 3,433,355 | $ | 2.8 | ||||||||||||||
Granted | 1,714,802 | $ | 5.08 | ||||||||||||||
Vested | (1,586,144 | ) | $ | 2.5 | |||||||||||||
Forfeited | (696,169 | ) | $ | 4.63 | |||||||||||||
Non-vested at December 29, 2013 | 2,865,844 | $ | 3.88 | ||||||||||||||
The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of December 29, 2013, there was $9.6 million of total unrecognized compensation cost related to non-vested restricted stock-based compensation to be recognized over the weighted-average remaining period of 3.3 years. |
Note_4_Acquisitions_and_Dispos
Note 4 - Acquisitions and Dispositions | 6 Months Ended | ||||
Dec. 29, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Business Combination Disclosure [Text Block] | ' | ||||
Note 4 – Acquisitions and Dispositions | |||||
Acquisition of Colonial Gifts Limited | |||||
On December 3, 2013, the Company completed its acquisition of a controlling interest in Colonial Gifts Limited (iFlorist). IFlorist, located in the UK, is a direct-to-consumer marketer of floral and gift-related products sold and delivered throughout Europe, with annual revenue of approximately $12.8 million and an operating loss of approximately $0.9 million in its most recently completed year end, prior to acquisition. The acquisition was achieved in stages and was accounted for using the purchase method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) guidance regarding business combinations. | |||||
Prior to December 3, 2013, the Company maintained an investment in iFlorist in the amount of $1.6 million, which was included on the Company’s balance sheet within Other assets. This investment was accounted for under the cost method, as the Company’s ownership stake was 19.9%, and it did not have the ability to exercise significant influence. | |||||
On December 3, 2013, the Company acquired an additional interest in iFlorist, bringing the Company’s ownership interest to 56.2%. The acquisition of the additional interest was financed through the conversion of $1.9 million of notes owed by iFlorist to the Company, and a $1.6 million cash payment to iFlorist’s founders. Concurrent with the additional investment, the Company remeasured its initial equity investment in iFlorist, and determined that the acquisition date fair value approximated the Company’s carrying value of $1.6 million, and therefore no gain or loss was recognized. On the acquisition date, the Company also measured the fair value of the noncontrolling interest which amounted to $3.6 million. The acquisition-date fair values of the Company’s previously held equity interest in iFlorist and the noncontrolling interest were determined based on the market price the Company paid for its ownership interest in iFlorist on the acquisition date, assuming that a 20% control premium was paid to obtain the controlling interest. The following summarizes the fair values of the acquisition date purchase price components: | |||||
iFlorist | |||||
Fair Value of | |||||
Purchase Price | |||||
Components | |||||
(in thousands) | |||||
Cash | $ | 1,640 | |||
Converted debt | 1,915 | ||||
Initial equity investment | 1,629 | ||||
Noncontrolling interest | 3,567 | ||||
Total purchase price | $ | 8,751 | |||
The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date. The Company is in the process of finalizing its allocation and this may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, revisions of useful lives of intangible assets, and the determination of any residual amount that will be allocated to goodwill. Of the acquired intangible assets, $1.3 million was assigned to customer lists, which is being amortized over the estimated remaining life of 3 years, $1.9 million was assigned to trademarks, and $6.2 million was assigned to goodwill, which is not expected to be deductible for tax purposes. As a result of cumulative tax losses in the foreign jurisdiction, offset in part by the deferred tax liability arising from the amortizable customer list which was considered a source of future income, the Company concluded that a full valuation allowance be recorded in such jurisdiction. | |||||
The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed at the date of acquisition of iFlorist: | |||||
iFlorist | |||||
Preliminary | |||||
Purchase Price | |||||
Allocation | |||||
(in thousands) | |||||
Current assets | $ | 856 | |||
Intangible assets | 3,177 | ||||
Goodwill | 6,162 | ||||
Property, plant and equipment | 2,006 | ||||
Other assets | 30 | ||||
Total assets acquired | 12,231 | ||||
Current liabilities, including current maturities of long-term debt | 3,014 | ||||
Deferred tax liabilities | 371 | ||||
Other liabilities assumed | 95 | ||||
3,480 | |||||
Net assets acquired | $ | 8,751 | |||
The Company’s financial statements include the results of operations of its membership interest in iFlorist subsequent to the acquisition date. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results would not have been material. The noncontrolling interest in subsidiary is included in the Company’s income statement within Interest expense and other, net, and is not material for the three and six months ended December 29, 2013. | |||||
Acquisition of Pingg | |||||
On May 31, 2013, the Company completed the acquisition of Pingg Corp., an online invitation and event planner with annual revenues of approximately $0.6 million in its most recently completed year end prior to the acquisition. The purchase price, which included the acquisition of software, receivables and certain other assets and related liabilities, was approximately $1.7 million. Approximately $0.5 million of the purchase price was assigned to goodwill. The acquisition was financed utilizing available cash balances. Operating results of the acquired entity, which are not significant, are reflected in the Company’s consolidated financial statements from the date of acquisition, in the 1-800-Flowers.com Consumer Floral segment. | |||||
Acquisition of 1-800-Flowers’ European trademarks | |||||
On March 11, 2013, the Company acquired the European rights to various derivations of the 1-800-Flowers’ tradename, trademark, URL’s and telephone numbers from Flowerscorp Pty Ltd. for a purchase price of $4.0 million, which is included within Other Intangibles, net. The Company has paid $3.0 million of the $4.0 million purchase price, and is required to make a final payment of $1.0 million on March 11, 2015 the balance of which is included on the balance sheet within “Other liabilities”. |
Note_5_Inventory
Note 5 - Inventory | 6 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
Note 5 – Inventory | |||||||||
The Company’s inventory, stated at cost, which is not in excess of market, includes purchased and manufactured finished goods for resale, packaging supplies, raw material ingredients for manufactured products and associated manufacturing labor, and is classified as follows: | |||||||||
December 29, | June 30, | ||||||||
2013 | 2013 | ||||||||
(in thousands) | |||||||||
Finished goods | $ | 26,524 | $ | 30,906 | |||||
Work-in-process | 10,249 | 6,465 | |||||||
Raw materials | 21,140 | 18,385 | |||||||
$ | 57,913 | $ | 55,756 | ||||||
Note_6_Goodwill_and_Intangible
Note 6 - Goodwill and Intangible Assets | 6 Months Ended | ||||||||||||||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | ||||||||||||||||||||||||||||
Note 6 – Goodwill and Intangible Assets | |||||||||||||||||||||||||||||
The following table presents goodwill by segment and the related change in the net carrying amount: | |||||||||||||||||||||||||||||
1-800-Flowers.com Consumer Floral | BloomNet Wire Service | Gourmet Food & Gift Baskets (1) | Total | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
Balance at June 30, 2013 | $ | 10,251 | $ | - | $ | 37,692 | $ | 47,943 | |||||||||||||||||||||
Acquisition of iFlorist | 6,162 | - | - | 6,162 | |||||||||||||||||||||||||
Balance at December 29, 2013 | $ | 16,413 | $ | - | $ | 37,692 | $ | 54,105 | |||||||||||||||||||||
-1 | The total carrying amount of goodwill for all periods in the table above is reflected net of $71.1 million of accumulated impairment charges, which were recorded in the Gourmet Food & Gift Baskets segment during fiscal 2009. | ||||||||||||||||||||||||||||
The Company’s other intangible assets consist of the following: | |||||||||||||||||||||||||||||
29-Dec-13 | 30-Jun-13 | ||||||||||||||||||||||||||||
Amortization Period (years) | Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
Intangible assets with determinable lives | |||||||||||||||||||||||||||||
Investment in licenses | 14 | - | 16 | $ | 7,420 | $ | 5,568 | $ | 1,852 | $ | 7,420 | $ | 5,516 | $ | 1,904 | ||||||||||||||
Customer lists | 3 | - | 10 | 17,313 | 11,947 | 5,366 | 15,989 | 11,334 | 4,655 | ||||||||||||||||||||
Other | 5 | - | 8 | 2,538 | 2,538 | - | 2,538 | 2,513 | 25 | ||||||||||||||||||||
27,271 | 20,053 | 7,218 | 25,947 | 19,363 | 6,584 | ||||||||||||||||||||||||
Trademarks with indefinite lives | 38,367 | - | 38,367 | 36,692 | - | 36,692 | |||||||||||||||||||||||
Total identifiable intangible assets | $ | 65,638 | $ | 20,053 | $ | 45,585 | $ | 62,639 | $ | 19,363 | $ | 43,276 | |||||||||||||||||
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Future estimated amortization expense is as follows: remainder of fiscal 2014 - $0.9 million, fiscal 2015 - $1.8 million, fiscal 2016 - $1.6 million, fiscal 2017 - $0.9 million, fiscal 2018 - $0.6 million and thereafter - $1.4 million. |
Note_7_Investments
Note 7 - Investments | 6 Months Ended |
Dec. 29, 2013 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | ' |
Note 7 – Investments | |
The Company has certain investments in non-marketable equity instruments of private companies. The Company accounts for these investments using the equity method if they provide the Company the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method is appropriate. The Company records equity method investments initially at cost, and adjusts the carrying amount to reflect the Company’s share of the earnings or losses of the investee, including all adjustments similar to those made in preparing consolidated financial statements. The Company’s equity method investments are comprised of a 32% interest in Flores Online, a Sao Paulo, Brazil based internet floral and gift retailer, that the Company made on May 31, 2012. The book value of this investment was $3.6 million as of December 29, 2013 and $3.8 million as of June 30, 2013, and is included in Other assets within the consolidated balance sheets. The Company’s equity in the net loss of Flores Online for the three and six months ended December 29, 2013 was less than $0.1 million and $0.2 million, respectively. | |
Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significant influence, are accounted for under the cost method. Cost method investments are originally recorded at cost, and are included within Other assets in the Company’s consolidated balance sheets. The aggregate carrying amount of the Company’s cost method investments was $0.7 million as of December 29, 2013 and $2.3 million as of June 30, 2013. In addition, the Company had notes receivable from companies it maintains an investment in of $0.5 million as of December 29, 2013 and $2.3 million as of June 30, 2013. As described in Note 4 “Acquisitions and Dispositions” above, on December 2, 2013, the Company increased its investment in iFlorist, resulting in a majority ownership interest (56%) and consolidation of iFlorist’s operations, through the conversion of notes receivable and the purchase of additional shares from the Company’s founders. The acquisition of a majority interest in iFlorist resulted in the consolidation of iFlorist’s operations, and the reduction of both the Company’s cost-basis investment and notes receivable between June 30, 2013 and December 29, 2013. | |
The Company also holds certain trading securities in a “rabbi trust”, associated with its Non-Qualified Deferred Compensation Plan (“NQDC Plan”). These investments are measured using quoted market prices at the reporting date and are included in Other assets in the consolidated balance sheets (see Note 9). | |
Each reporting period, the Company uses available qualitative and quantitative information to evaluate its investments for impairment. When a decline in fair value, if any, is determined to be other-than-temporary, an impairment charge is recorded in the consolidated statement of operations. |
Note_8_LongTerm_Debt
Note 8 - Long-Term Debt | 6 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
Note 8 –Debt | |||||||||
The Company’s current and long-term debt consists of the following: | |||||||||
December 29, | June 30, | ||||||||
2013 | 2013 | ||||||||
(in thousands) | |||||||||
Revolving line of credit (1) | $ | 3,000 | $ | - | |||||
Bank loan (2) | 388 | - | |||||||
Total debt | $ | 3,388 | $ | - | |||||
Less current maturities of long-term debt | 388 | - | |||||||
Long-term debt | $ | 3,000 | $ | - | |||||
-1 | On April 10, 2013, the Company repaid all amounts outstanding under its 2010 Credit Facility, and entered into a Third Amended and Restated Credit Agreement (the “2013 Credit Facility”). The 2013 Credit Facility consists of a revolving line of credit with a seasonally adjusted limit ranging from $150.0 to $200.0 million and a working capital sublimit ranging from $25.0 to $75.0 million. The 2013 Credit Facility also revised certain financial and non-financial covenants, including the maintenance of certain financial ratios. The Company was in compliance with these covenants as of December 29, 2013 and June 30, 2013. Outstanding amounts under the 2013 Credit Facility, which matures on April 10, 2018, bear interest at the Company’s option at either: (i) LIBOR, plus a spread of between 150 and 225 basis points, as determined by the Company’s leverage ratio, or (ii) the agent bank’s prime rate plus a margin. The obligations of the Company and its subsidiaries under the 2013 Credit Facility are secured by liens on all personal property of the Company and its domestic subsidiaries. | ||||||||
-2 | Bank loan assumed through the Company’s acquisition of a majority interest in iFlorist. | ||||||||
Note_9_Fair_Value_Measurements
Note 9 - Fair Value Measurements | 6 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
Note 9-Fair Value Measurements | |||||||||||||||||
Cash and cash equivalents, receivables, accounts payable and accrued expenses are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. Although no trading market exists, the Company believes that the carrying amount of its debt approximates fair value due to its variable nature. The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment, when an event or circumstances indicate that an other-than-temporary decline in value may have occurred. The Company’s remaining financial assets and liabilities are measured and recorded at fair value (see table below). The Company’s non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are recorded at cost and are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. Goodwill and indefinite lived intangibles are also tested for impairment annually, as required under the accounting standards. | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the guidance are described below: | |||||||||||||||||
Level 1 | Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. | ||||||||||||||||
Level 2 | Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. | ||||||||||||||||
Level 3 | Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||||
The following table presents by level, within the fair value hierarchy, financial assets and liabilities measured at fair value on a recurring basis as of December 29, 2013: | |||||||||||||||||
Carrying | Fair Value Measurements | ||||||||||||||||
Assets (Liabilities) | |||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
(in thousands) | |||||||||||||||||
Assets (liabilities): | |||||||||||||||||
Trading securities held in a “rabbi trust” (1) | $ | 1,994 | $ | 1,994 | $ | - | $ | - | |||||||||
Non-performance promissory note | 205 | - | - | 205 | |||||||||||||
$ | 2,199 | $ | 1,994 | $ | - | $ | 205 | ||||||||||
-1 | Trading securities held in a rabbi trust are measured using quoted market prices at the reporting date and are included in Other assets in the consolidated balance sheets. The Company established a Non-qualified Deferred Compensation Plan for certain members of senior management in fiscal 2009. Deferred compensation is invested in mutual funds held in a “rabbi trust” which is restricted for payment to participants of the NQDC Plan. | ||||||||||||||||
The following table presents, by level, within the fair value hierarchy, financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2013: | |||||||||||||||||
Carrying | Fair Value Measurements | ||||||||||||||||
Assets (Liabilities) | |||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
(in thousands) | |||||||||||||||||
Assets (liabilities): | |||||||||||||||||
Trading securities held in a “rabbi trust” (1) | $ | 1,708 | $ | 1,708 | $ | - | $ | - | |||||||||
Non-performance promissory note | 205 | - | - | 205 | |||||||||||||
$ | 1,913 | $ | 1,708 | $ | - | $ | 205 | ||||||||||
-1 | Trading securities held in a rabbi trust are measured using quoted market prices at the reporting date and are included in Other assets in the consolidated balance sheets. The Company established a Non-qualified Deferred Compensation Plan for certain members of senior management in fiscal 2009. Deferred compensation is invested in mutual funds held in a “rabbi trust” which is restricted for payment to participants of the NQDC Plan. | ||||||||||||||||
Note_10_Income_Taxes
Note 10 - Income Taxes | 6 Months Ended |
Dec. 29, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
Note 10 – Income Taxes | |
At the end of each interim reporting period, the Company estimates its effective income tax rate expected to be applicable for the full year. This estimate is used in providing for income taxes on a year-to-date basis and may change in subsequent interim periods. The Company’s effective tax rate from continuing operations for the three and six months ended December 29, 2013 was 38.2% and 38.1% respectively, compared to 37.1% and 39.0% in the same periods of the prior year. The effective rate for fiscal 2014 differed from the U.S. federal statutory rate of 35% primarily due to state income taxes, and other permanent differences, offset by tax credits and incentives. The effective rate for fiscal 2013 differed from the U.S. federal statutory rate of 35% primarily due to state income taxes, and other permanent differences, including the impact of expiring non-qualified stock options, offset by tax credits and incentives. | |
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company concluded its federal examination for fiscal 2011 during the quarter ended December 29, 2013, however, fiscal years 2010 and 2012 remain subject to federal examination. Due to non-conformity with the federal statute of limitations for assessment, certain states remain open from fiscal 2008. | |
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At December 29, 2013, the Company has an unrecognized tax position of approximately $0.8 million, including accrued interest and penalties of $0.1 million. The Company believes that $0.4 million of its unrecognized tax positions will be resolved over the next twelve months. |
Note_11_Business_Segments
Note 11 - Business Segments | 6 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||
Note 11 – Business Segments | |||||||||||||||||
The Company’s management reviews the results of the Company’s operations by the following three business segments: | |||||||||||||||||
● | 1-800-Flowers.com Consumer Floral, | ||||||||||||||||
● | BloomNet Wire Service, and | ||||||||||||||||
● | Gourmet Food and Gift Baskets | ||||||||||||||||
Segment performance is measured based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. As such, management’s measure of profitability for these segments does not include the effect of corporate overhead (see (1) below), nor does it include depreciation and amortization, other income, and income taxes, or stock-based compensation, which is included within corporate overhead. Assets and liabilities are reviewed at the consolidated level by management and not accounted for by segment. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Net Revenues from Continuing Operations | December 29, | December 30, | December 29, | December 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment Net Revenues: | |||||||||||||||||
1-800-Flowers.com Consumer Floral | $ | 97,133 | $ | 91,825 | $ | 168,682 | $ | 164,602 | |||||||||
BloomNet Wire Service | 19,912 | 18,734 | 40,258 | 38,501 | |||||||||||||
Gourmet Food & Gift Baskets | 149,624 | 141,081 | 180,863 | 168,211 | |||||||||||||
Corporate (1) | 203 | 200 | 398 | 394 | |||||||||||||
Intercompany eliminations | (535 | ) | (480 | ) | (816 | ) | (756 | ) | |||||||||
Total net revenues | $ | 266,337 | $ | 251,360 | $ | 389,385 | $ | 370,952 | |||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Operating Income from Continuing Operations | December 29, | December 30, | December 29, | December 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment Contribution Margin: | |||||||||||||||||
1-800-Flowers.com Consumer Floral | $ | 8,680 | $ | 10,286 | $ | 15,109 | $ | 17,172 | |||||||||
Bloomnet Wire Service | 6,525 | 6,049 | 12,964 | 11,845 | |||||||||||||
Gourmet Food & Gift Baskets | 31,044 | 27,599 | 28,997 | 25,321 | |||||||||||||
Segment Contribution Margin Subtotal | 46,249 | 43,934 | 57,070 | 54,338 | |||||||||||||
Corporate (1) | (12,514 | ) | (12,653 | ) | (25,727 | ) | (24,812 | ) | |||||||||
Depreciation and amortization | (5,036 | ) | (4,521 | ) | (9,725 | ) | (8,968 | ) | |||||||||
Operating income | $ | 28,699 | $ | 26,760 | $ | 21,618 | $ | 20,558 | |||||||||
-1 | Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as Stock-Based Compensation. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above segments based upon usage, are included within corporate expenses, as they are not directly allocable to a specific segment. | ||||||||||||||||
Note_12_Discontinued_Operation
Note 12 - Discontinued Operations | 6 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | ||||||||||||||||
Note 12-Discontinued Operations | |||||||||||||||||
During the fourth quarter of fiscal 2013, the Company made the strategic decision to divest the e-commerce and procurement businesses of The Winetasting Network in order to focus on growth opportunities in its Gourmet Foods and Gift Baskets business segment. The Company closed on the sale of its Winetasting Network business on December 31, 2013, at an estimated loss of $1.0 million ($0.6 million, net of tax). The Company had originally estimated a loss of $2.3 million ($1.5 million, net of tax), which was provided for during the fourth quarter of fiscal 2013, but the loss was reduced to $1.0 million, upon finalization of terms and closing on the sale. As a result, the Company reversed $1.4 million ($0.9 million, net of tax) of its accrual for the estimated loss during the quarter ended December 29, 2013. The Company has classified the results of its e-commerce and procurement business of Winetasting Network as a discontinued operation for all periods presented. | |||||||||||||||||
Results for discontinued operations are as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Net revenues from discontinued operations | $ | 755 | $ | 1,654 | $ | 1,661 | $ | 2,930 | |||||||||
Loss from discontinued operations, net of tax | $ | (374 | ) | $ | (496 | ) | $ | (456 | ) | $ | (659 | ) | |||||
Adjustment to loss on sale of discontinued operations, net of tax | $ | 877 | $ | - | $ | 877 | $ | - | |||||||||
Income (loss) from discontinued operations, net of tax | 503 | (496 | ) | $ | 421 | $ | (659 | ) | |||||||||
Note_13_Commitments_and_Contin
Note 13 - Commitments and Contingencies | 6 Months Ended |
Dec. 29, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Note 13 – Commitments and Contingencies | |
Legal Proceedings | |
From time to time, the Company is subject to legal proceedings and claims arising in the ordinary course of business. | |
On November 10, 2010, a purported class action complaint was filed in the United States District Court for the Eastern District of New York naming the Company (along with Trilegiant Corporation, Inc., Affinion, Inc. and Chase Bank USA, N.A.) as defendants in an action purporting to assert claims against the Company alleging violations arising under the Connecticut Unfair Trade Practices Act among other statutes, and for breach of contract and unjust enrichment in connection with certain post-transaction marketing practices in which certain of the Company's subsidiaries previously engaged in with certain third-party vendors. On December 23, 2011, plaintiff filed a notice of voluntary dismissal seeking to dismiss the entire action without prejudice. The court entered an Order on November 28, 2012, dismissing the case in its entirety. This case was subsequently refiled in the United States District Court for the District of Connecticut. | |
On March 6, 2012 and March 15, 2012, two additional purported class action complaints were filed in the United States District Court for the District of Connecticut naming the Company and numerous other parties as defendants in actions purporting to assert claims substantially similar to those asserted in the lawsuit filed on November 10, 2010. In each case, plaintiffs seek to have the respective case certified as a class action and seek restitution and other damages, each in an amount in excess of $5.0 million. On April 26, 2012, the two Connecticut cases were consolidated with a third case previously pending in the United States District Court for the District of Connecticut in which the Company is not a party (the "Consolidated Action"). A consolidated amended complaint was filed by plaintiffs on September 7, 2012, purporting to assert claims substantially similar to those originally asserted. The Company moved to dismiss the consolidated amended complaint on December 7, 2012, which was subsequently refiled at the direction of the Court on January 16, 2013. | |
On December 5, 2012, the same plaintiff from the action voluntarily dismissed in the United States District Court for the Eastern District of New York filed a purported class action complaint in the United States District Court for the District of Connecticut naming the Company and numerous other parties as defendants, purporting to assert claims substantially similar to those asserted in the consolidated amended complaint (the “Frank Action”). On January 23, 2013, plaintiffs in the Consolidated Action filed a motion to transfer and consolidate the action filed on December 5, 2012 with the Consolidated Action. The Company intends to defend each of these actions vigorously. | |
On January 31, 2013, the court issued an order to show cause directing plaintiffs' counsel in the Frank Action, also counsel for plaintiffs in the Consolidated Action, to show cause why the Frank Action is distinguishable from the Consolidated Action such that it may be maintained despite the prior-pending action doctrine. On June 13, 2013 the court issued an order in the Frank Action suspending deadlines to answer or to otherwise respond to the complaint until 21 days after the court decides whether the Frank Action should be consolidated with the Consolidated Action. On July 24, 2013 the Frank Action was reassigned to Judge Vanessa Bryant, before whom the Consolidated Action is currently pending, for all further proceedings. On August 14, 2013, other defendants filed a motion for clarification in the Frank Action requesting that Judge Bryant clarify the order suspending deadlines. | |
There has been no ruling on (1) plaintiff’s motion to consolidate, (2) the order to show cause, (3) the motion for clarification, or (4) the Company’s motion seeking to dismiss the plaintiffs’ amended consolidated complaint. Oral argument thereon was held on September 25, 2013, but no ruling has yet been issued. | |
There are no assurances that additional legal actions will not be instituted in connection with the Company’s former post-transaction marketing practices involving third party vendors nor can we predict the outcome of any such legal action. At this time, we are unable to estimate a possible loss or range of possible loss for the aforementioned actions for various reasons, including, among others: (i) the damages sought are indeterminate, (ii) the proceedings are in the very early stages and the court has not yet ruled as to whether the classes will be certified, and (iii) there is uncertainty as to the outcome of pending motions. As a result of the foregoing, we have determined that the amount of possible loss or range of loss is not reasonably estimable. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which may be beyond our control. | |
Legal Proceedings | |
From time to time, the Company is subject to legal proceedings and claims arising in the ordinary course of business. | |
On November 10, 2010, a purported class action complaint was filed in the United States District Court for the Eastern District of New York naming the Company (along with Trilegiant Corporation, Inc., Affinion, Inc. and Chase Bank USA, N.A.) as defendants in an action purporting to assert claims against the Company alleging violations arising under the Connecticut Unfair Trade Practices Act among other statutes, and for breach of contract and unjust enrichment in connection with certain post-transaction marketing practices in which certain of the Company's subsidiaries previously engaged in with certain third-party vendors. On December 23, 2011, plaintiff filed a notice of voluntary dismissal seeking to dismiss the entire action without prejudice. The court entered an Order on November 28, 2012, dismissing the case in its entirety. This case was subsequently refiled in the United States District Court for the District of Connecticut. | |
On March 6, 2012 and March 15, 2012, two additional purported class action complaints were filed in the United States District Court for the District of Connecticut naming the Company and numerous other parties as defendants in actions purporting to assert claims substantially similar to those asserted in the lawsuit filed on November 10, 2010. In each case, plaintiffs seek to have the respective case certified as a class action and seek restitution and other damages, each in an amount in excess of $5.0 million. On April 26, 2012, the two Connecticut cases were consolidated with a third case previously pending in the United States District Court for the District of Connecticut in which the Company is not a party (the "Consolidated Action"). A consolidated amended complaint was filed by plaintiffs on September 7, 2012, purporting to assert claims substantially similar to those originally asserted. The Company moved to dismiss the consolidated amended complaint on December 7, 2012, which was subsequently refiled at the direction of the Court on January 16, 2013. | |
On December 5, 2012, the same plaintiff from the action voluntarily dismissed in the United States District Court for the Eastern District of New York filed a purported class action complaint in the United States District Court for the District of Connecticut naming the Company and numerous other parties as defendants, purporting to assert claims substantially similar to those asserted in the consolidated amended complaint (the “Frank Action”). On January 23, 2013, plaintiffs in the Consolidated Action filed a motion to transfer and consolidate the action filed on December 5, 2012 with the Consolidated Action. The Company intends to defend each of these actions vigorously. | |
On January 31, 2013, the court issued an order to show cause directing plaintiffs' counsel in the Frank Action, also counsel for plaintiffs in the Consolidated Action, to show cause why the Frank Action is distinguishable from the Consolidated Action such that it may be maintained despite the prior-pending action doctrine. On June 13, 2013 the court issued an order in the Frank Action suspending deadlines to answer or to otherwise respond to the complaint until 21 days after the court decides whether the Frank Action should be consolidated with the Consolidated Action. On July 24, 2013 the Frank Action was reassigned to Judge Vanessa Bryant, before whom the Consolidated Action is currently pending, for all further proceedings. On August 14, 2013, other defendants filed a motion for clarification in the Frank Action requesting that Judge Bryant clarify the order suspending deadlines. | |
There has been no ruling on (1) plaintiff’s motion to consolidate, (2) the order to show cause, (3) the motion for clarification, or (4) the Company’s motion seeking to dismiss the plaintiffs’ amended consolidated complaint. Oral argument thereon was held on September 25, 2013, but no ruling has yet been issued. | |
There are no assurances that additional legal actions will not be instituted in connection with the Company’s former post-transaction marketing practices involving third party vendors nor can we predict the outcome of any such legal action. At this time, we are unable to estimate a possible loss or range of possible loss for the aforementioned actions for various reasons, including, among others: (i) the damages sought are indeterminate, (ii) the proceedings are in the very early stages and the court has not yet ruled as to whether the classes will be certified, and (iii) there is uncertainty as to the outcome of pending motions. As a result of the foregoing, we have determined that the amount of possible loss or range of loss is not reasonably estimable. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which may be beyond our control. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Dec. 29, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month period ended December 29, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending June 29, 2014. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2013. | |
The Company’s quarterly results may experience seasonal fluctuations. Due to the Company’s expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, generates the highest proportion of the Company’s annual revenues. Additionally, as the result of a number of major floral gifting occasions, including Mother's Day, Valentine’s Day and Administrative Professionals Week, revenues also rise during the Company’s fiscal third and fourth quarters. The Easter Holiday, which was in the Company’s third quarter during fiscal 2013, is in the fourth quarter of fiscal 2014. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recently Adopted Accounting Pronouncements | |
In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU No. 2012-02”), which allows entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU No. 2012-02 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test. Otherwise, the quantitative impairment test is not required. This ASU became effective for annual and interim goodwill impairment tests performed for the Company’s fiscal year ending June 29, 2014. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. | |
Reclassification, Policy [Policy Text Block] | ' |
Reclassifications | |
Certain balances in the prior fiscal years have been reclassified to conform to the presentation in the current fiscal year. |
Note_2_Net_Loss_Per_Common_Sha1
Note 2 - Net Loss Per Common Share from Continuing Operations (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Numerator: | |||||||||||||||||
Income from continuing operations | $ | 17,524 | $ | 16,507 | $ | 12,967 | $ | 12,064 | |||||||||
Denominator: | |||||||||||||||||
Weighted average shares outstanding | 64,016 | 64,824 | 63,907 | 64,665 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Employee stock options (1) | 990 | 481 | 1,103 | 532 | |||||||||||||
Employee restricted stock awards | 1,089 | 1,252 | 1,373 | 1,498 | |||||||||||||
2,079 | 1,733 | 2,476 | 2,030 | ||||||||||||||
Adjusted weighted-average shares and assumed conversions | 66,095 | 66,557 | 66,383 | 66,695 | |||||||||||||
Net income per common share from continuing operations | |||||||||||||||||
Basic | $ | 0.27 | $ | 0.25 | $ | 0.2 | $ | 0.19 | |||||||||
Diluted | $ | 0.27 | $ | 0.25 | $ | 0.2 | $ | 0.18 |
Note_3_StockBased_Compensation1
Note 3 - Stock-Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Stock options | $ | 113 | $ | 131 | $ | 211 | $ | 237 | |||||||||
Restricted stock | 1,032 | 1,184 | 2,000 | 2,067 | |||||||||||||
Total | 1,145 | 1,315 | 2,211 | 2,304 | |||||||||||||
Deferred income tax benefit | 431 | 919 | 831 | 909 | |||||||||||||
Stock-based compensation expense, net | $ | 714 | $ | 396 | $ | 1,380 | $ | 1,395 | |||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Marketing and sales | $ | 275 | $ | 460 | $ | 648 | $ | 806 | |||||||||
Technology and development | 68 | 132 | 175 | 231 | |||||||||||||
General and administrative | 802 | 723 | 1,388 | 1,267 | |||||||||||||
Total | $ | 1,145 | $ | 1,315 | $ | 2,211 | $ | 2,304 | |||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 (1) | 2012 (1) | 2013 (1) | 2012 | ||||||||||||||
Weighted average fair value of options granted | n/a | n/a | n/a | $ | 2.4 | ||||||||||||
Expected volatility | n/a | n/a | n/a | 72.1 | % | ||||||||||||
Expected life (years) | n/a | n/a | n/a | 6.4 | |||||||||||||
Risk-free interest rate | n/a | n/a | n/a | 0.69 | % | ||||||||||||
Expected dividend yield | n/a | n/a | n/a | 0 | % | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (000s) | ||||||||||||||
Outstanding at July 1, 2013 | 4,723,240 | $ | 3.89 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Exercised | (6,600 | ) | $ | 2.57 | |||||||||||||
Forfeited | (137,900 | ) | $ | 4.54 | |||||||||||||
Outstanding at December 29, 2013 | 4,578,740 | $ | 3.87 | 4.5 | $ | 8,951 | |||||||||||
Options vested or expected to vest at December 29, 2013 | 4,453,090 | $ | 3.92 | 4.4 | $ | 8,553 | |||||||||||
Exercisable at December 29, 2013 | 3,129,840 | $ | 4.6 | 3.1 | $ | 3,924 | |||||||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | ||||||||||||||||
Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||
Non-vested at July 1, 2013 | 3,433,355 | $ | 2.8 | ||||||||||||||
Granted | 1,714,802 | $ | 5.08 | ||||||||||||||
Vested | (1,586,144 | ) | $ | 2.5 | |||||||||||||
Forfeited | (696,169 | ) | $ | 4.63 | |||||||||||||
Non-vested at December 29, 2013 | 2,865,844 | $ | 3.88 |
Note_4_Acquisitions_and_Dispos1
Note 4 - Acquisitions and Dispositions (Tables) | 6 Months Ended | ||||
Dec. 29, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule of Fair Value Assets and Liabilities of Purchase Price Components [Table Text Block[ | ' | ||||
iFlorist | |||||
Fair Value of | |||||
Purchase Price | |||||
Components | |||||
(in thousands) | |||||
Cash | $ | 1,640 | |||
Converted debt | 1,915 | ||||
Initial equity investment | 1,629 | ||||
Noncontrolling interest | 3,567 | ||||
Total purchase price | $ | 8,751 | |||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||
iFlorist | |||||
Preliminary | |||||
Purchase Price | |||||
Allocation | |||||
(in thousands) | |||||
Current assets | $ | 856 | |||
Intangible assets | 3,177 | ||||
Goodwill | 6,162 | ||||
Property, plant and equipment | 2,006 | ||||
Other assets | 30 | ||||
Total assets acquired | 12,231 | ||||
Current liabilities, including current maturities of long-term debt | 3,014 | ||||
Deferred tax liabilities | 371 | ||||
Other liabilities assumed | 95 | ||||
3,480 | |||||
Net assets acquired | $ | 8,751 |
Note_5_Inventory_Tables
Note 5 - Inventory (Tables) | 6 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||
December 29, | June 30, | ||||||||
2013 | 2013 | ||||||||
(in thousands) | |||||||||
Finished goods | $ | 26,524 | $ | 30,906 | |||||
Work-in-process | 10,249 | 6,465 | |||||||
Raw materials | 21,140 | 18,385 | |||||||
$ | 57,913 | $ | 55,756 |
Note_6_Goodwill_and_Intangible1
Note 6 - Goodwill and Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||||||||||||||||||||
1-800-Flowers.com Consumer Floral | BloomNet Wire Service | Gourmet Food & Gift Baskets (1) | Total | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
Balance at June 30, 2013 | $ | 10,251 | $ | - | $ | 37,692 | $ | 47,943 | |||||||||||||||||||||
Acquisition of iFlorist | 6,162 | - | - | 6,162 | |||||||||||||||||||||||||
Balance at December 29, 2013 | $ | 16,413 | $ | - | $ | 37,692 | $ | 54,105 | |||||||||||||||||||||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Table Text Block] | ' | ||||||||||||||||||||||||||||
29-Dec-13 | 30-Jun-13 | ||||||||||||||||||||||||||||
Amortization Period (years) | Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
Intangible assets with determinable lives | |||||||||||||||||||||||||||||
Investment in licenses | 14 | - | 16 | $ | 7,420 | $ | 5,568 | $ | 1,852 | $ | 7,420 | $ | 5,516 | $ | 1,904 | ||||||||||||||
Customer lists | 3 | - | 10 | 17,313 | 11,947 | 5,366 | 15,989 | 11,334 | 4,655 | ||||||||||||||||||||
Other | 5 | - | 8 | 2,538 | 2,538 | - | 2,538 | 2,513 | 25 | ||||||||||||||||||||
27,271 | 20,053 | 7,218 | 25,947 | 19,363 | 6,584 | ||||||||||||||||||||||||
Trademarks with indefinite lives | 38,367 | - | 38,367 | 36,692 | - | 36,692 | |||||||||||||||||||||||
Total identifiable intangible assets | $ | 65,638 | $ | 20,053 | $ | 45,585 | $ | 62,639 | $ | 19,363 | $ | 43,276 |
Note_8_LongTerm_Debt_Tables
Note 8 - Long-Term Debt (Tables) | 6 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | ||||||||
December 29, | June 30, | ||||||||
2013 | 2013 | ||||||||
(in thousands) | |||||||||
Revolving line of credit (1) | $ | 3,000 | $ | - | |||||
Bank loan (2) | 388 | - | |||||||
Total debt | $ | 3,388 | $ | - | |||||
Less current maturities of long-term debt | 388 | - | |||||||
Long-term debt | $ | 3,000 | $ | - |
Note_9_Fair_Value_Measurements1
Note 9 - Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Carrying | Fair Value Measurements | ||||||||||||||||
Assets (Liabilities) | |||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
(in thousands) | |||||||||||||||||
Assets (liabilities): | |||||||||||||||||
Trading securities held in a “rabbi trust” (1) | $ | 1,994 | $ | 1,994 | $ | - | $ | - | |||||||||
Non-performance promissory note | 205 | - | - | 205 | |||||||||||||
$ | 2,199 | $ | 1,994 | $ | - | $ | 205 | ||||||||||
Carrying | Fair Value Measurements | ||||||||||||||||
Assets (Liabilities) | |||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
(in thousands) | |||||||||||||||||
Assets (liabilities): | |||||||||||||||||
Trading securities held in a “rabbi trust” (1) | $ | 1,708 | $ | 1,708 | $ | - | $ | - | |||||||||
Non-performance promissory note | 205 | - | - | 205 | |||||||||||||
$ | 1,913 | $ | 1,708 | $ | - | $ | 205 |
Note_11_Business_Segments_Tabl
Note 11 - Business Segments (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Net Revenues from Continuing Operations | December 29, | December 30, | December 29, | December 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment Net Revenues: | |||||||||||||||||
1-800-Flowers.com Consumer Floral | $ | 97,133 | $ | 91,825 | $ | 168,682 | $ | 164,602 | |||||||||
BloomNet Wire Service | 19,912 | 18,734 | 40,258 | 38,501 | |||||||||||||
Gourmet Food & Gift Baskets | 149,624 | 141,081 | 180,863 | 168,211 | |||||||||||||
Corporate (1) | 203 | 200 | 398 | 394 | |||||||||||||
Intercompany eliminations | (535 | ) | (480 | ) | (816 | ) | (756 | ) | |||||||||
Total net revenues | $ | 266,337 | $ | 251,360 | $ | 389,385 | $ | 370,952 | |||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Operating Income from Continuing Operations | December 29, | December 30, | December 29, | December 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment Contribution Margin: | |||||||||||||||||
1-800-Flowers.com Consumer Floral | $ | 8,680 | $ | 10,286 | $ | 15,109 | $ | 17,172 | |||||||||
Bloomnet Wire Service | 6,525 | 6,049 | 12,964 | 11,845 | |||||||||||||
Gourmet Food & Gift Baskets | 31,044 | 27,599 | 28,997 | 25,321 | |||||||||||||
Segment Contribution Margin Subtotal | 46,249 | 43,934 | 57,070 | 54,338 | |||||||||||||
Corporate (1) | (12,514 | ) | (12,653 | ) | (25,727 | ) | (24,812 | ) | |||||||||
Depreciation and amortization | (5,036 | ) | (4,521 | ) | (9,725 | ) | (8,968 | ) | |||||||||
Operating income | $ | 28,699 | $ | 26,760 | $ | 21,618 | $ | 20,558 |
Note_12_Discontinued_Operation1
Note 12 - Discontinued Operations (Tables) | 3 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 29, | December 30, | December 29, | December 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Net revenues from discontinued operations | $ | 755 | $ | 1,654 | $ | 1,661 | $ | 2,930 | |||||||||
Loss from discontinued operations, net of tax | $ | (374 | ) | $ | (496 | ) | $ | (456 | ) | $ | (659 | ) | |||||
Adjustment to loss on sale of discontinued operations, net of tax | $ | 877 | $ | - | $ | 877 | $ | - | |||||||||
Income (loss) from discontinued operations, net of tax | 503 | (496 | ) | $ | 421 | $ | (659 | ) |
Note_2_Net_Loss_Per_Common_Sha2
Note 2 - Net Loss Per Common Share from Continuing Operations (Details) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1.2 | 3.1 | 1.3 | 3.4 |
Note_2_Net_Loss_Per_Common_Sha3
Note 2 - Net Loss Per Common Share from Continuing Operations (Details) - Computation of Basic and Diluted Net Income Per Common Share (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | ||||
Numerator: | ' | ' | ' | ' | ||||
Income from continuing operations (in Dollars) | $17,524 | $16,507 | $12,967 | $12,064 | ||||
Denominator: | ' | ' | ' | ' | ||||
Weighted average shares outstanding | 64,016 | 64,824 | 63,907 | 64,665 | ||||
Effect of dilutive securities: | ' | ' | ' | ' | ||||
Dilutive securities | 2,079 | 1,733 | 2,476 | 2,030 | ||||
Adjusted weighted-average shares and assumed conversions | 66,095 | 66,557 | 66,383 | 66,695 | ||||
Basic (in Dollars per share) | $0.27 | $0.25 | $0.20 | $0.19 | ||||
Diluted (in Dollars per share) | $0.27 | $0.25 | $0.20 | $0.18 | ||||
Equity Option [Member] | ' | ' | ' | ' | ||||
Effect of dilutive securities: | ' | ' | ' | ' | ||||
Dilutive securities | 990 | [1] | 481 | [1] | 1,103 | [1] | 532 | [1] |
Restricted Stock [Member] | ' | ' | ' | ' | ||||
Effect of dilutive securities: | ' | ' | ' | ' | ||||
Dilutive securities | 1,089 | 1,252 | 1,373 | 1,498 | ||||
[1] | The effect of options to purchase 1.2 million and 1.3 million shares during the three and six months ended December 29, 2013 and 3.1 million and 3.4 million shares during the three and six months ended December 30, 2012, respectively, were excluded from the calculation of net income per share on a diluted basis as their effect is anti-dilutive. |
Note_3_StockBased_Compensation2
Note 3 - Stock-Based Compensation (Details) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Dec. 29, 2013 |
Employee Stock Option [Member] | ' |
Note 3 - Stock-Based Compensation (Details) [Line Items] | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $2 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '5 years 73 days |
Restricted Stock [Member] | ' |
Note 3 - Stock-Based Compensation (Details) [Line Items] | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $9.60 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '3 years 109 days |
Note_3_StockBased_Compensation3
Note 3 - Stock-Based Compensation (Details) - Stock-Based Compensation Expense Recognized (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 |
Note 3 - Stock-Based Compensation (Details) - Stock-Based Compensation Expense Recognized [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $1,145 | $1,315 | $2,211 | $2,304 |
Deferred income tax benefit | 431 | 919 | 831 | 909 |
Stock-based compensation expense, net | 714 | 396 | 1,380 | 1,395 |
Employee Stock Option [Member] | ' | ' | ' | ' |
Note 3 - Stock-Based Compensation (Details) - Stock-Based Compensation Expense Recognized [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 113 | 131 | 211 | 237 |
Restricted Stock [Member] | ' | ' | ' | ' |
Note 3 - Stock-Based Compensation (Details) - Stock-Based Compensation Expense Recognized [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $1,032 | $1,184 | $2,000 | $2,067 |
Note_3_StockBased_Compensation4
Note 3 - Stock-Based Compensation (Details) - Allocation of Stock-Based Compensation to Operating Expenses (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $1,145 | $1,315 | $2,211 | $2,304 |
Selling and Marketing Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 275 | 460 | 648 | 806 |
Technology and development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 68 | 132 | 175 | 231 |
General and Administrative Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $802 | $723 | $1,388 | $1,267 |
Note_3_StockBased_Compensation5
Note 3 - Stock-Based Compensation (Details) - Stock-Based Compensation Valuation Assumptions (USD $) | 6 Months Ended |
Dec. 30, 2012 | |
Stock-Based Compensation Valuation Assumptions [Abstract] | ' |
Weighted average fair value of options granted (in Dollars per share) | $2.40 |
Expected volatility | 72.10% |
Expected life (years) | '6 years 146 days |
Risk-free interest rate | 0.69% |
Expected dividend yield | 0.00% |
Note_3_StockBased_Compensation6
Note 3 - Stock-Based Compensation (Details) - Stock Option Activity (Employee Stock Option [Member], USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 29, 2013 |
Employee Stock Option [Member] | ' |
Note 3 - Stock-Based Compensation (Details) - Stock Option Activity [Line Items] | ' |
Outstanding at July 1, 2013 | 4,723,240 |
Outstanding at July 1, 2013 (in Dollars per share) | $3.89 |
Granted | 0 |
Granted (in Dollars per share) | $0 |
Exercised | -6,600 |
Exercised (in Dollars per share) | $2.57 |
Forfeited | -137,900 |
Forfeited (in Dollars per share) | $4.54 |
Outstanding at December 29, 2013 | 4,578,740 |
Outstanding at December 29, 2013 (in Dollars per share) | $3.87 |
Outstanding at December 29, 2013 | '4 years 6 months |
Outstanding at December 29, 2013 (in Dollars) | $8,951 |
Options vested or expected to vest at December 29, 2013 | 4,453,090 |
Options vested or expected to vest at December 29, 2013 (in Dollars per share) | $3.92 |
Options vested or expected to vest at December 29, 2013 | '4 years 146 days |
Options vested or expected to vest at December 29, 2013 (in Dollars) | 8,553 |
Exercisable at December 29, 2013 | 3,129,840 |
Exercisable at December 29, 2013 (in Dollars per share) | $4.60 |
Exercisable at December 29, 2013 | '3 years 36 days |
Exercisable at December 29, 2013 (in Dollars) | $3,924 |
Note_3_StockBased_Compensation7
Note 3 - Stock-Based Compensation (Details) - Non-Vested Restricted Stock Activity (Restricted Stock [Member], USD $) | 6 Months Ended |
Dec. 29, 2013 | |
Restricted Stock [Member] | ' |
Note 3 - Stock-Based Compensation (Details) - Non-Vested Restricted Stock Activity [Line Items] | ' |
Non-vested at July 1, 2013 | 3,433,355 |
Non-vested at July 1, 2013 (in Dollars per share) | $2.80 |
Granted | 1,714,802 |
Granted (in Dollars per share) | $5.08 |
Vested | -1,586,144 |
Vested (in Dollars per share) | $2.50 |
Forfeited | -696,169 |
Forfeited (in Dollars per share) | $4.63 |
Non-vested at December 29, 2013 | 2,865,844 |
Non-vested at December 29, 2013 (in Dollars per share) | $3.88 |
Note_4_Acquisitions_and_Dispos2
Note 4 - Acquisitions and Dispositions (Details) (USD $) | 6 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 10 Months Ended | |||||
Dec. 29, 2013 | Jun. 30, 2013 | Jul. 29, 2011 | Dec. 03, 2013 | Jul. 29, 2011 | Dec. 03, 2013 | Dec. 03, 2013 | Dec. 03, 2013 | 31-May-13 | Mar. 11, 2013 | Dec. 29, 2013 | |
iFlorist [Member] | iFlorist [Member] | iFlorist [Member] | iFlorist [Member] | iFlorist [Member] | iFlorist [Member] | Pingg Corp [Member] | Flowerscorp Pty Ltd. Trademark [Member] | Flowerscorp Pty Ltd. Trademark [Member] | |||
Other Assets [Member] | Customer Lists [Member] | Trademarks [Member] | |||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | ' | ' | ' | ' | ' | ' | ' | $12,800,000 | $600,000 | ' | ' |
Business Acquisition Operating Income (Loss) Reported By Acquired Entity For Last Annual Period | ' | ' | ' | ' | ' | ' | ' | -900,000 | ' | ' | ' |
Cost Method Investments | 700,000 | 2,300,000 | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | ' | ' | ' | ' | 19.90% | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | 56.20% | ' | ' | ' |
Business Combination Consideration Transfered Loan Receivable Conversion | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | 1,640,000 | ' | ' | 3,000,000 |
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | ' | ' | ' | 3,600,000 | ' | ' | ' | 3,567,000 | ' | ' | ' |
Fair Value Inputs, Control Premium | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' |
Goodwill, Acquired During Period | 6,162,000 | ' | ' | ' | ' | ' | ' | 6,162,000 | 500,000 | ' | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | 4,000,000 | ' |
Required Final Payment Of Acquired Intangible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 |
Note_4_Acquisitions_and_Dispos3
Note 4 - Acquisitions and Dispositions (Details) - Fair Value of the Acquisition Purchase Price (iFlorist [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 03, 2013 |
iFlorist [Member] | ' |
Note 4 - Acquisitions and Dispositions (Details) - Fair Value of the Acquisition Purchase Price [Line Items] | ' |
Cash | $1,640 |
Converted debt | 1,915 |
Initial equity investment | 1,629 |
Noncontrolling interest | 3,567 |
Total purchase price | $8,751 |
Note_4_Acquisitions_and_Dispos4
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation (USD $) | 6 Months Ended | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 03, 2013 |
iFlorist [Member] | ||
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation [Line Items] | ' | ' |
Current assets | ' | $856 |
Intangible assets | ' | 3,177 |
Goodwill | 6,162 | 6,162 |
Property, plant and equipment | ' | 2,006 |
Other assets | ' | 30 |
Total assets acquired | ' | 12,231 |
Current liabilities, including current maturities of long-term debt | ' | 3,014 |
Deferred tax liabilities | ' | 371 |
Other liabilities assumed | ' | 95 |
' | 3,480 | |
Net assets acquired | ' | $8,751 |
Note_5_Inventory_Details_The_C
Note 5 - Inventory (Details) - The Companybs Inventory (USD $) | Dec. 29, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
The Companybs Inventory [Abstract] | ' | ' |
Finished goods | $26,524 | $30,906 |
Work-in-process | 10,249 | 6,465 |
Raw materials | 21,140 | 18,385 |
$57,913 | $55,756 |
Note_6_Goodwill_and_Intangible2
Note 6 - Goodwill and Intangible Assets (Details) (USD $) | Dec. 29, 2013 |
In Millions, unless otherwise specified | |
Note 6 - Goodwill and Intangible Assets (Details) [Line Items] | ' |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $0.90 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 1.8 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 1.6 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 0.9 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 0.6 |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 1.4 |
Gourmet Food & Gift Baskets [Member] | ' |
Note 6 - Goodwill and Intangible Assets (Details) [Line Items] | ' |
Goodwill, Impaired, Accumulated Impairment Loss | $71.10 |
Note_6_Goodwill_and_Intangible3
Note 6 - Goodwill and Intangible Assets (Details) - Goodwill by Segment (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 29, 2013 | |
Goodwill [Line Items] | ' | |
Balance at June 30, 2013 | $47,943 | |
Acquisition of iFlorist | 6,162 | |
Balance at December 29, 2013 | 54,105 | |
Consumer Floral [Member] | ' | |
Goodwill [Line Items] | ' | |
Balance at June 30, 2013 | 10,251 | |
Acquisition of iFlorist | 6,162 | |
Balance at December 29, 2013 | 16,413 | |
Gourmet Food & Gift Baskets [Member] | ' | |
Goodwill [Line Items] | ' | |
Balance at June 30, 2013 | 37,692 | [1] |
Acquisition of iFlorist | ' | [1] |
Balance at December 29, 2013 | $37,692 | [1] |
[1] | The total carrying amount of goodwill for all periods in the table above is reflected net of $71.1 million of accumulated impairment charges, which were recorded in the Gourmet Food & Gift Baskets segment during fiscal 2009. |
Note_6_Goodwill_and_Intangible4
Note 6 - Goodwill and Intangible Assets (Details) - Other Intangible Assets (USD $) | Dec. 29, 2013 | Jun. 30, 2013 | Dec. 29, 2013 | Jun. 30, 2013 | Dec. 29, 2013 | Jun. 30, 2013 | Dec. 29, 2013 | Jun. 30, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 |
In Thousands, unless otherwise specified | Licensing Agreements [Member] | Licensing Agreements [Member] | Customer Lists [Member] | Customer Lists [Member] | Other Intangible Assets [Member] | Other Intangible Assets [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | ||
Licensing Agreements [Member] | Customer Lists [Member] | Other Intangible Assets [Member] | Licensing Agreements [Member] | Customer Lists [Member] | Other Intangible Assets [Member] | |||||||||
Intangible assets with determinable lives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization Period | ' | ' | ' | ' | ' | ' | ' | ' | '14 years | '3 years | '5 years | '16 years | '10 years | '8 years |
Gross Carrying Amount | $27,271 | $25,947 | $7,420 | $7,420 | $17,313 | $15,989 | $2,538 | $2,538 | ' | ' | ' | ' | ' | ' |
Accumulated Amortization | 20,053 | 19,363 | 5,568 | 5,516 | 11,947 | 11,334 | 2,538 | 2,513 | ' | ' | ' | ' | ' | ' |
Net | 7,218 | 6,584 | 1,852 | 1,904 | 5,366 | 4,655 | ' | 25 | ' | ' | ' | ' | ' | ' |
Trademarks with indefinite lives | 38,367 | 36,692 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trademarks with indefinite lives | 38,367 | 36,692 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total identifiable intangible assets | 65,638 | 62,639 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total identifiable intangible assets | 20,053 | 19,363 | 5,568 | 5,516 | 11,947 | 11,334 | 2,538 | 2,513 | ' | ' | ' | ' | ' | ' |
Total identifiable intangible assets | $45,585 | $43,276 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_7_Investments_Details
Note 7 - Investments (Details) (USD $) | 3 Months Ended | 6 Months Ended | |
In Millions, unless otherwise specified | Dec. 29, 2013 | Dec. 29, 2013 | Jun. 30, 2013 |
Note 7 - Investments (Details) [Line Items] | ' | ' | ' |
Cost Method Investments | $0.70 | $0.70 | $2.30 |
Loans Receivable, Net | 0.5 | 0.5 | 2.3 |
Flores Online [Member] | ' | ' | ' |
Note 7 - Investments (Details) [Line Items] | ' | ' | ' |
Equity Method Investment, Ownership Percentage | 32.00% | 32.00% | ' |
Equity Method Investments | 3.6 | 3.6 | 3.8 |
Income (Loss) from Equity Method Investments | ($0.10) | ($0.20) | ' |
iFlorist [Member] | ' | ' | ' |
Note 7 - Investments (Details) [Line Items] | ' | ' | ' |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 56.00% | 56.00% | ' |
Note_8_LongTerm_Debt_Details
Note 8 - Long-Term Debt (Details) (Line of Credit [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Apr. 10, 2013 |
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ' |
Note 8 - Long-Term Debt (Details) [Line Items] | ' |
Debt Instrument, Basis Spread on Variable Rate (in Basis Points) | 1.50% |
Minimum [Member] | Credit Facility 2013 [Member] | ' |
Note 8 - Long-Term Debt (Details) [Line Items] | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 150 |
Minimum [Member] | Working Capital Sublimit [Member] | ' |
Note 8 - Long-Term Debt (Details) [Line Items] | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 25 |
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ' |
Note 8 - Long-Term Debt (Details) [Line Items] | ' |
Debt Instrument, Basis Spread on Variable Rate (in Basis Points) | 2.25% |
Maximum [Member] | Credit Facility 2013 [Member] | ' |
Note 8 - Long-Term Debt (Details) [Line Items] | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 200 |
Maximum [Member] | Working Capital Sublimit [Member] | ' |
Note 8 - Long-Term Debt (Details) [Line Items] | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 75 |
Note_8_LongTerm_Debt_Details_L
Note 8 - Long-Term Debt (Details) - Long-Term Debt Summary (USD $) | Dec. 29, 2013 | Jun. 30, 2013 | ||
In Thousands, unless otherwise specified | ||||
Long-Term Debt Summary [Abstract] | ' | ' | ||
Revolving line of credit (1) | $3,000 | [1] | ' | [1] |
Bank loan (2) | 388 | [2] | ' | [2] |
Total debt | 3,388 | ' | ||
Less current maturities of long-term debt | 388 | ' | ||
Long-term debt | $3,000 | ' | ||
[1] | On April 10, 2013, the Company repaid all amounts outstanding under its 2010 Credit Facility, and entered into a Third Amended and Restated Credit Agreement (the "2013 Credit Facility"). The 2013 Credit Facility consists of a revolving line of credit with a seasonally adjusted limit ranging from $150.0 to $200.0 million and a working capital sublimit ranging from $25.0 to $75.0 million. The 2013 Credit Facility also revised certain financial and non-financial covenants, including the maintenance of certain financial ratios. The Company was in compliance with these covenants as of December 29, 2013 and June 30, 2013. Outstanding amounts under the 2013 Credit Facility, which matures on April 10, 2018, bear interest at the Company's option at either: (i) LIBOR, plus a spread of between 150 and 225 basis points, as determined by the Company's leverage ratio, or (ii) the agent bank's prime rate plus a margin. The obligations of the Company and its subsidiaries under the 2013 Credit Facility are secured by liens on all personal property of the Company and its domestic subsidiaries. | |||
[2] | Bank loan assumed through the Company's acquisition of a majority interest in iFlorist. |
Note_9_Fair_Value_Measurements2
Note 9 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value (USD $) | Dec. 29, 2013 | Jun. 30, 2013 | ||
In Thousands, unless otherwise specified | ||||
Note 9 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value [Line Items] | ' | ' | ||
Trading securities held in a brabbi trustb | $1,994 | [1] | $1,708 | [1] |
Non-performance promissory note | 205 | 205 | ||
Total fair falue disclosure | 2,199 | 1,913 | ||
Fair Value, Inputs, Level 1 [Member] | ' | ' | ||
Note 9 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value [Line Items] | ' | ' | ||
Trading securities held in a brabbi trustb | 1,994 | [1] | 1,708 | [1] |
Total fair falue disclosure | 1,994 | 1,708 | ||
Fair Value, Inputs, Level 2 [Member] | ' | ' | ||
Note 9 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value [Line Items] | ' | ' | ||
Trading securities held in a brabbi trustb | ' | [1] | ' | [1] |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ||
Note 9 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value [Line Items] | ' | ' | ||
Trading securities held in a brabbi trustb | ' | [1] | ' | [1] |
Non-performance promissory note | 205 | 205 | ||
Total fair falue disclosure | $205 | $205 | ||
[1] | Trading securities held in a rabbi trust are measured using quoted market prices at the reporting date and are included in Other assets in the consolidated balance sheets. The Company established a Non-qualified Deferred Compensation Plan for certain members of senior management in fiscal 2009. Deferred compensation is invested in mutual funds held in a "rabbi trust" which is restricted for payment to participants of the NQDC Plan. |
Note_10_Income_Taxes_Details
Note 10 - Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, Percent | 38.20% | 37.10% | 38.10% | 39.00% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | ' | ' | 35.00% | ' |
Unrecognized Tax Benefits (in Dollars) | $0.80 | ' | $0.80 | ' |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued (in Dollars) | 0.1 | ' | 0.1 | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit (in Dollars) | $0.40 | ' | $0.40 | ' |
Note_11_Business_Segments_Deta
Note 11 - Business Segments (Details) | 6 Months Ended |
Dec. 29, 2013 | |
Segment Reporting [Abstract] | ' |
Number of Reportable Segments | 3 |
Note_11_Business_Segments_Deta1
Note 11 - Business Segments (Details) - Segment Performance (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | ||||
Segment Net Revenues: | ' | ' | ' | ' | ||||
Net Revenue | $266,337 | $251,360 | $389,385 | $370,952 | ||||
Segment Contribution Margin: | ' | ' | ' | ' | ||||
Contribution Margin | 46,249 | 43,934 | 57,070 | 54,338 | ||||
Depreciation and amortization | -5,036 | -4,521 | -9,725 | -8,968 | ||||
Operating income | 28,699 | 26,760 | 21,618 | 20,558 | ||||
Consumer Floral [Member] | ' | ' | ' | ' | ||||
Segment Net Revenues: | ' | ' | ' | ' | ||||
Net Revenue | 97,133 | 91,825 | 168,682 | 164,602 | ||||
Segment Contribution Margin: | ' | ' | ' | ' | ||||
Contribution Margin | 8,680 | 10,286 | 15,109 | 17,172 | ||||
BloonNet Wire Service [Member] | ' | ' | ' | ' | ||||
Segment Net Revenues: | ' | ' | ' | ' | ||||
Net Revenue | 19,912 | 18,734 | 40,258 | 38,501 | ||||
Segment Contribution Margin: | ' | ' | ' | ' | ||||
Contribution Margin | 6,525 | 6,049 | 12,964 | 11,845 | ||||
Gourmet Food & Gift Baskets [Member] | ' | ' | ' | ' | ||||
Segment Net Revenues: | ' | ' | ' | ' | ||||
Net Revenue | 149,624 | 141,081 | 180,863 | 168,211 | ||||
Segment Contribution Margin: | ' | ' | ' | ' | ||||
Contribution Margin | 31,044 | 27,599 | 28,997 | 25,321 | ||||
Corporate Segment [Member] | ' | ' | ' | ' | ||||
Segment Net Revenues: | ' | ' | ' | ' | ||||
Net Revenue | 203 | [1] | 200 | [1] | 398 | [1] | 394 | [1] |
Segment Contribution Margin: | ' | ' | ' | ' | ||||
Corporate (1) | -12,514 | [1] | -12,653 | [1] | -25,727 | [1] | -24,812 | [1] |
Intersegment Eliminations [Member] | ' | ' | ' | ' | ||||
Segment Net Revenues: | ' | ' | ' | ' | ||||
Net Revenue | ($535) | ($480) | ($816) | ($756) | ||||
[1] | Corporate expenses consist of the Company's enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as Stock-Based Compensation. In order to leverage the Company's infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above segments based upon usage, are included within corporate expenses, as they are not directly allocable to a specific segment. |
Note_12_Discontinued_Operation2
Note 12 - Discontinued Operations (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | |||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 29, 2013 | |
Subsequent Event [Member] | Scenario, Previously Reported [Member] | Gourmet Food & Gift Baskets [Member] | |||||
As Adjusted [Member] | Gourmet Food & Gift Baskets [Member] | Winetasting Network [Member] | |||||
Gourmet Food & Gift Baskets [Member] | Winetasting Network [Member] | ||||||
Winetasting Network [Member] | |||||||
Note 12 - Discontinued Operations (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | ' | ' | ' | ' | ($1,000,000) | ($2,300,000) | ' |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | ' | ' | ' | ' | -600,000 | -1,500,000 | ' |
Discontinued Operation, Amount of Adjustment to Prior Period Gain (Loss) on Disposal, before Income Tax | ' | ' | ' | ' | ' | ' | -1,400,000 |
Discontinued Operation, Amount of Adjustment to Prior Period Gain (Loss) on Disposal, Net of Tax | $877,000 | $0 | $877,000 | $0 | ' | ' | ($900,000) |
Note_12_Discontinued_Operation3
Note 12 - Discontinued Operations (Details) - Results from Discontinued Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 |
Results from Discontinued Operations [Abstract] | ' | ' | ' | ' |
Net revenues from discontinued operations | $755 | $1,654 | $1,661 | $2,930 |
Loss from discontinued operations, net of tax | -374 | -496 | -456 | -659 |
Adjustment to loss on sale of discontinued operations, net of tax | 877 | 0 | 877 | 0 |
Income (loss) from discontinued operations, net of tax | $503 | ($496) | $421 | ($659) |
Note_13_Commitments_and_Contin1
Note 13 - Commitments and Contingencies (Details) (Minimum [Member], USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Mar. 06, 2012 | Mar. 15, 2012 |
Class Action 1 [Member] | Class Action 2 [Member] | |
Note 13 - Commitments and Contingencies (Details) [Line Items] | ' | ' |
Loss Contingency, Damages Sought, Value | $5 | $5 |