Note 4 - Acquisitions and Dispositions | 6 Months Ended |
Dec. 28, 2014 |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 4 – Acquisitions and Dispositions |
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Acquisition of Harry & David |
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On September 30, 2014, the Company completed its acquisition of Harry & David Holdings, Inc (“Harry & David”), a leading multi-channel specialty retailer and producer of branded premium gift-quality fruit, gourmet food products and other gifts marketed under the Harry & David brands. The transaction, for a purchase price of $142.5 million, includes the Harry & David’s brands and websites as well as its headquarters, manufacturing and distribution facilities and orchards in Medford, Oregon, a warehouse and distribution facility in Hebron, Ohio and 48 Harry & David retail stores located throughout the country. |
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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, $2.5 million was assigned to customer lists, which is being amortized over the estimated remaining life of 5 years, $14.7 million was assigned to trademarks, and $38.6 million was assigned to goodwill, which is not expected to be deductible for tax purposes. The goodwill recognized in conjunction with our acquisition of Harry & David is primarily related to synergistic value created in terms of both operating costs and revenue growth opportunities, enhanced financial and operational scale, and other strategic benefits. It also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce. |
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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 Harry & David: |
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| | Harry & David | | | | | | | | | | | | | |
Preliminary | | | | | | | | | | | | |
Purchase Price | | | | | | | | | | | | |
Allocation | | | | | | | | | | | | |
| | (in thousands) | | | | | | | | | | | | | |
Current assets | | $ | 124,245 | | | | | | | | | | | | | |
Intangible assets | | | 17,209 | | | | | | | | | | | | | |
Goodwill | | | 38,635 | | | | | | | | | | | | | |
Property, plant and equipment | | | 91,023 | | | | | | | | | | | | | |
Other assets | | | 111 | | | | | | | | | | | | | |
Total assets acquired | | | 271,223 | | | | | | | | | | | | | |
Current liabilities, including short-term debt | | | 104,335 | | | | | | | | | | | | | |
Deferred tax liabilities | | | 23,252 | | | | | | | | | | | | | |
Other liabilities assumed | | | 1,136 | | | | | | | | | | | | | |
Total liabilities assumed | | | 128,723 | | | | | | | | | | | | | |
Net assets acquired | | $ | 142,500 | | | | | | | | | | | | | |
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Operating results of Harry & David are reflected in the Company’s consolidated financial statements from the date of acquisition, within its Gourmet Food & Gift Baskets segment. |
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Harry & David contributed net revenues of $268.5 million and operating income of approximately $54.4 million from September 30, 2014 through December 28, 2014. These amounts are not necessarily indicative of the results of operations that Harry & David would have realized had it continued to operate as a stand-alone company during the period presented due to integration activities since the acquisition date, and due to costs that are now reflected in the Company’s unallocated corporate costs which are not allocated to Harry & David. |
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As required by ASC 805, “Business Combinations,” the following unaudited pro forma financial information for the three and six months ended December 28, 2014 and December 29, 2013, give effect to the Harry & David acquisition as if it had been completed on July 1, 2013. The unaudited pro forma financial information is prepared by management for informational purposes only in accordance with ASC 805 and is not necessarily indicative of or intended to represent the results that would have been achieved had the acquisition been consummated as of the dates presented, and should not be taken as representative of future consolidated results of operations. The unaudited pro forma financial information does not reflect any operating efficiencies and/or cost savings that the Company may achieve, or any additional expenses or costs of integration that may be incurred, with respect to the combined companies. The pro forma information has been adjusted to give effect to items that are directly attributable to the acquisition and are expected to have a continuing impact on the combined results. The adjustments include amortization expense associated with acquired identifiable intangible assets, interest expense associated with bank borrowings to fund the acquisition, and elimination of transactions costs incurred that are directly related to the transactions and do not have a continuing impact on operating results from continuing operations, as well as purchase accounting adjustments related to Harry & David’s deferred revenues and step-up of inventory to fair value. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results. |
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| | Three Months Ended | | | Six Months Ended | |
| | December 28, | | | December 29, | | | December 28, | | | December 29, | |
2014 | 2013 | 2014 | 2013 |
Net revenues from continuing operations | | $ | 535,896 | | | $ | 526,763 | | | $ | 691,575 | | | $ | 681,519 | |
Income from continuing operations attributable to | | $ | 51,934 | | | $ | 58,298 | | | $ | 33,035 | | | $ | 41,086 | |
1-800-FLOWERS.COM, Inc. |
Diluted net income per common share attributable to | | $ | 0.78 | | | $ | 0.88 | | | $ | 0.5 | | | $ | 0.62 | |
1-800-FLOWERS.COM, Inc. |
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The unaudited pro forma amounts above include the following adjustments: |
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| -1 | An increase of net revenues and a decrease of cost of sales by $1.6 million and $4.8 million, respectively, to reflect the impact of purchase accounting adjustment related to Harry & David’s deferred revenue and inventory fair value step-up in both the three and six months ended December 28, 2014. | | | | | | | | | | | | | | |
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| -2 | A decrease of operating expenses by $3.8 million and $12.3 million during the three and six months ended December 28, 2014, respectively, to eliminate transaction costs and other expenses directly related to the transaction that do not have a continuing impact on operating results from continuing operations. | | | | | | | | | | | | | | |
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| -3 | An increase to interest expense by $1.1 million for six months ended December 28, 2014, and $1.2 million and $2.5 million for the three and six months ended December 29, 2013, respectively, to reflect the incremental impact of the 2014 Credit Facility utilized to finance the acquisition, assuming our new credit facility was in place on July 1, 2013. | | | | | | | | | | | | | | |
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| -4 | The adjustments above were tax effected at the combined entity’s assumed effective tax rate for the respective periods. | | | | | | | | | | | | | | |
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| -5 | The pro-forma adjustments above do not include the impact of the Fannie May fire – see Note 9 for details. | | | | | | | | | | | | | | |
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Acquisition of Fannie May retail stores |
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On June 27, 2014, the Company and GB Chocolates LLC (“GB Chocolates”) entered into a settlement agreement, resulting in the termination of the GB Chocolates franchise agreement, and its exclusive area development rights. |
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In conjunction with the settlement agreement, the Company and GB Chocolates entered into an asset purchase agreement whereby the Company repurchased 16 of the original 17 Fannie May retail stores sold to GB Chocolates in November 2011. The acquisition was accounted for using the purchase method of accounting in accordance with FASB guidance regarding business combinations. The purchase price of $6.4 million was financed utilizing available cash balances. |
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The 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, and the determination of any residual amount that will be allocated to goodwill. The goodwill resulting from this acquisition amounted to $5.8 million, which is expected to be deductible for tax purposes. |
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| | Preliminary | | | | | | | | | | | | | |
Purchase Price Allocation | | | | | | | | | | | | |
| | (in thousands) | | | | | | | | | | | | | |
Current assets | | $ | 105 | | | | | | | | | | | | | |
Property, plant and equipment | | | 487 | | | | | | | | | | | | | |
Goodwill | | | 5,781 | | | | | | | | | | | | | |
Net assets acquired | | $ | 6,373 | | | | | | | | | | | | | |
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Operating results of the acquired stores are reflected in the Company’s consolidated financial statements from the date of acquisition, within the Gourmet Food & Gift Baskets segment. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results would not have been material. |
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Acquisition of Colonial Gifts Limited |
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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. The acquisition was achieved in stages and was accounted for using the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) guidance regarding business combinations. |
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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. |
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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 $2.0 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: |
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| | iFlorist Fair Value | | | | | | | | | | | | | |
of Purchase Price | | | | | | | | | | | | |
Components | | | | | | | | | | | | |
| | (in thousands) | | | | | | | | | | | | | |
Cash | | $ | 1,640 | | | | | | | | | | | | | |
Converted debt | | | 1,964 | | | | | | | | | | | | | |
Initial equity investment | | | 1,629 | | | | | | | | | | | | | |
Noncontrolling interest | | | 3,616 | | | | | | | | | | | | | |
Total purchase price | | $ | 8,849 | | | | | | | | | | | | | |
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During the quarter ended December 28, 2014, the Company finalized the allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on our estimates of their fair values on the acquisition date. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. The estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows. Of the acquired intangible assets, $0.7 million was assigned to customer lists, which is being amortized over the estimated remaining life of 3 years, $0.7 million was assigned to trademarks, and $7.9 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. |
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The following table summarizes the final allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, as well as adjustments made during the measurement period: |
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| | iFlorist Preliminary | | | Measurement | | | iFlorist Final | | | | | |
Purchase Price | Period Adjustments | Purchase Price | | | | |
Allocation | -1 | Allocation | | | | |
| | (in thousands) | | | (in thousands) | | | (in thousands) | | | | | |
Current assets | | $ | 856 | | | $ | - | | | $ | 856 | | | | | |
Intangible assets | | | 3,177 | | | | (1,709 | ) | | | 1,468 | | | | | |
Goodwill | | | 6,537 | | | | 1,320 | | | | 7,857 | | | | | |
Property, plant and equipment | | | 2,006 | | | | - | | | | 2,006 | | | | | |
Other assets | | | 30 | | | | - | | | | 30 | | | | | |
Total assets acquired | | | 12,606 | | | | (389 | ) | | | 12,217 | | | | | |
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Current liabilities, including current maturities of long-term debt | | | 3,014 | | | | - | | | | 3,014 | | | | | |
Deferred tax liabilities | | | 648 | | | | (389 | ) | | | 259 | | | | | |
Other liabilities assumed | | | 95 | | | | - | | | | 95 | | | | | |
Total liabilities assumed | | | 3,757 | | | | (389 | ) | | | 3,368 | | | | | |
Net assets acquired | | $ | 8,849 | | | $ | - | | | $ | 8,849 | | | | | |
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| -1 | The measurement period adjustments were due to the finalization of valuations related to intangible assets and resulted in the following: a decrease to intangible assets and the related long-term deferred tax liabilities and an increase to goodwill. | | | | | | | | | | | | | | |
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The measurement period adjustments did not have a significant impact on our consolidated statements of income for the three and six months ended December 28, 2014. In addition, these adjustments did not have a significant impact on our consolidated balance sheet as of June 29, 2014. Therefore, we have not retrospectively adjusted this financial information. |
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The estimated fair value of the acquired trademarks was determined using the relief from royalty method, which is a risk-adjusted discounted cash flow approach. The relief from royalty method values an intangible asset by estimating the royalties saved through ownership of the asset. The relief from royalty method requires identifying the future revenue that would be generated by the trademark, multiplying it by a royalty rate deemed to be avoided through ownership of the asset and discounting the projected royalty savings amounts back to the acquisition date. The royalty rate used in the valuation was based on a consideration of market rates for similar categories of assets. The discount rate used in the valuation was based on the Company’s weighted average cost of capital, the riskiness of the earnings stream association with the trademarks and the overall composition of the acquired assets. |
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The estimated fair value of the acquired customer relationships was determined using the with and without method. This method calculates the debt-free cash flows generated under two scenarios: the with and without. Under the with scenario, it is assumed that the Company achieves full projections and includes both existing customers as of the valuation date as well as new customers acquired during the course of normal business. The without scenario, assumes that the Company has no existing customers, but rather builds to management projections as new customers are acquired. The differential between the cash flows under the two scenarios is then discounted to present value to determine the value of the customer list as of the valuation date. |
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Operating results of the Company’s membership interest in iFlorist are reflected in the Company’s consolidated financial statements from the date of acquisition, essentially all of which is included within the 1-800-Flowers.com Consumer Floral segment. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results would not have been material. |