Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Dec. 28, 2014 | Jan. 30, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | 1 800 FLOWERS COM INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -22 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1084869 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | Yes | |
Document Period End Date | 28-Dec-14 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,928,475 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 36,778,594 |
Consolidated_Balance_Sheets_Cu
Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Dec. 28, 2014 | Jun. 29, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $101,220 | $5,203 |
Receivables, net | 59,442 | 13,339 |
Insurance receivable | 14,945 | |
Inventories | 70,808 | 58,520 |
Deferred tax assets | 6,257 | 5,156 |
Prepaid and other | 16,224 | 9,600 |
Total current assets | 268,896 | 91,818 |
Property, plant and equipment, net | 153,370 | 60,147 |
Goodwill | 99,690 | 60,166 |
Other intangibles, net | 59,058 | 44,616 |
Deferred tax assets | 2,002 | |
Other assets | 13,078 | 8,820 |
Total assets | 594,092 | 267,569 |
Current liabilities: | ||
Accounts payable | 54,777 | 24,447 |
Accrued expenses | 144,528 | 49,517 |
Current maturities of long-term debt | 14,944 | 343 |
Total current liabilities | 214,249 | 74,307 |
Long-term debt | 124,688 | 0 |
Deferred tax liabilities | 21,204 | 649 |
Other liabilities | 7,664 | 6,495 |
Total liabilities | 367,805 | 81,451 |
Stockholders' equity: | ||
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued | ||
Additional paid-in capital | 310,066 | 305,510 |
Retained deficit | -27,044 | -68,565 |
Accumulated other comprehensive loss | -427 | -75 |
Treasury stock, at cost – 11,513,975 and 10,818,437 Class A shares at December 28, 2014 and June 29, 2014, respectively, and 5,280,000 Class B shares at December 28, 2014 and June 29, 2014 | -59,483 | -54,472 |
Total 1-800-FLOWERS.COM, Inc. stockholders' equity | 223,927 | 183,199 |
Noncontrolling interest in subsidiary | 2,360 | 2,919 |
Total equity | 226,287 | 186,118 |
Total liabilities and equity | 594,092 | 267,569 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common stock | 395 | 381 |
Common Class B [Member] | ||
Stockholders' equity: | ||
Common stock | $420 | $420 |
Consolidated_Balance_Sheets_Cu1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Dec. 28, 2014 | Jun. 29, 2014 |
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 | 39,528,826 | 38,119,398 |
Treasurey stock, shares | 11,513,975 | 10,818,437 |
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 | 42,058,594 |
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. 28, 2014 | Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 |
Net revenues | $534,275 | $266,337 | $660,978 | $389,385 |
Cost of revenues | 293,850 | 155,360 | 367,240 | 227,111 |
Gross profit | 240,425 | 110,977 | 293,738 | 162,274 |
Operating expenses: | ||||
Marketing and sales | 122,026 | 57,656 | 157,598 | 92,135 |
Technology and development | 9,329 | 5,319 | 14,929 | 10,717 |
General and administrative | 25,558 | 14,267 | 39,226 | 28,079 |
Depreciation and amortization | 8,679 | 5,036 | 13,780 | 9,725 |
Total operating expenses | 165,592 | 82,278 | 225,533 | 140,656 |
Operating income | 74,833 | 28,699 | 68,205 | 21,618 |
Interest expense and other, net | 2,638 | 418 | 3,391 | 710 |
Income from continuing operations before income taxes | 72,195 | 28,281 | 64,814 | 20,908 |
Income tax expense from continuing operations | 26,655 | 10,798 | 23,852 | 7,982 |
Income from continuing operations | 45,540 | 17,483 | 40,962 | 12,926 |
Income from discontinued operations, net of tax | 503 | 421 | ||
Net income | 45,540 | 17,986 | 40,962 | 13,347 |
Less: Net loss attributable to noncontrolling interest | -231 | -41 | -559 | -41 |
Net income attributable to 1-800-FLOWERS.COM, Inc. | $45,771 | $18,027 | $41,521 | $13,388 |
Basic net income per common share attributable to 1-800-FLOWERS.COM, Inc. | ||||
From continuing operations (in Dollars per share) | $0.71 | $0.27 | $0.65 | $0.20 |
From discontinued operations (in Dollars per share) | $0.01 | $0.01 | ||
Basic net income per common share (in Dollars per share) | $0.71 | $0.28 | $0.65 | $0.21 |
Diluted net income per common share attributable to 1-800-FLOWERS.COM, Inc. | ||||
From continuing operations (in Dollars per share) | $0.68 | $0.27 | $0.62 | $0.20 |
From discontinued operations (in Dollars per share) | $0.01 | $0.01 | ||
Diluted net income per common share (in Dollars per share) | $0.68 | $0.27 | $0.62 | $0.20 |
Weighted average shares used in the calculation of net income per common share | ||||
Basic (in Shares) | 64,443 | 64,016 | 64,195 | 63,907 |
Diluted (in Shares) | 67,061 | 66,095 | 66,641 | 66,383 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 |
Net income | $45,540 | $17,986 | $40,962 | $13,347 |
Other comprehensive loss (currency translation) | -412 | -12 | -352 | -12 |
Comprehensive income | 45,128 | 17,974 | 40,610 | 13,335 |
Net loss attributable to noncontrolling interest | -231 | -41 | -559 | -41 |
Other comprehensive loss (currency translation) attributable to noncontrolling interest | -170 | -129 | ||
Comprehensive loss attributable to noncontrolling interest | -401 | -41 | -688 | -41 |
Comprehensive income attributable to 1-800-FLOWERS.COM, Inc. | $45,529 | $18,015 | $41,298 | $13,376 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 |
Operating activities | ||
Net income | $40,962 | $13,347 |
Reconciliation of net income to net cash provided by operating activities, net of acquisitions: | ||
Operating activities of discontinued operations | -557 | |
Depreciation and amortization | 13,780 | 9,725 |
Amortization of deferred financing costs | 639 | 153 |
Deferred income taxes | -3,429 | -870 |
Non-cash impact of write-offs related to warehouse fire | 29,522 | |
Insurance proceeds for warehouse fire related to property damage | 15,000 | |
Bad debt expense | 739 | 643 |
Stock based compensation | 2,782 | 2,211 |
Other non-cash items | 1,474 | 385 |
Changes in operating items, excluding the effects of acquisitions: | ||
Receivables | -49,166 | -26,059 |
Insurance receivable | -14,945 | |
Inventories | 48,990 | -2,057 |
Prepaid and other | 6,218 | 2,904 |
Accounts payable and accrued expenses | 86,480 | 17,213 |
Other assets | -879 | -155 |
Other liabilities | 35 | 947 |
Net cash provided by operating activities | 178,202 | 17,830 |
Investing activities | ||
Acquisitions, net of cash acquired | -133,117 | -1,385 |
Capital expenditures, net of non-cash expenditures | -14,927 | -9,832 |
Other | 641 | 9 |
Net cash used in investing activities | -147,403 | -11,208 |
Financing activities | ||
Acquisition of treasury stock | -5,011 | -6,530 |
Proceeds from exercise of employee stock options | 1,788 | 17 |
Proceeds from bank borrowings | 239,786 | 88,000 |
Repayment of bank borrowings | -165,895 | -85,007 |
Debt issuance costs | -5,602 | |
Other | 152 | 4 |
Net cash provided by (used in) financing activities | 65,218 | -3,516 |
Net change in cash and equivalents | 96,017 | 3,106 |
Cash and equivalents: | ||
Beginning of period | 5,203 | 154 |
End of period | $101,220 | $3,260 |
Note_1_Accounting_Policies
Note 1 - Accounting Policies | 6 Months Ended |
Dec. 28, 2014 | |
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 periods ended December 28, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending June 28, 2015. 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 29, 2014. | |
The Company’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, including the acquisition of Harry & David Holdings, Inc. (“Harry & David”) on September 30, 2014, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, is expected to generate nearly 50% of the Company’s annual revenues, and all of its earnings. Additionally, due to the 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 in comparison to its fiscal first quarter. The Easter Holiday, which was on April 20th in fiscal 2014, falls on April 5th in fiscal 2015. As a result of the timing of Easter, during fiscal 2015, a portion of revenue and EBITDA associated with the Easter Holiday will shift into the Company’s fiscal third quarter, from its fiscal fourth quarter. | |
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. | |
Recent Accounting Pronouncements | |
In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amends ASC 205, “Presentation of Financial Statements,” and ASC 360, “Property, Plant, and Equipment.” ASU No. 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for the Company’s fiscal year ending July 3, 2016, and may be applied retrospectively. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This amended guidance will enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Expanded disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. This guidance will be effective for the Company’s fiscal year ending July 1, 2018 and may be applied retrospectively. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which amends ASC 740, “Income Taxes.” The amendments provide guidance on the financial statement presentation of an unrecognized tax benefit, as either a reduction of a deferred tax asset or as a liability, when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and may be applied on either a prospective or retrospective basis. The provisions are effective for the Company’s first quarter of fiscal year ending June 28, 2015. The adoption of these provisions did not have a significant 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. 28, 2014 | |||||||||||||||||
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 28, | December 29, | December 28, | December 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income from continuing operations | $ | 45,540 | $ | 17,483 | $ | 40,962 | $ | 12,926 | |||||||||
Less: Net loss attributable to noncontrolling interest | (231 | ) | (41 | ) | (559 | ) | (41 | ) | |||||||||
Income from continuing operations attributable to 1-800-FLOWERS.COM, Inc. | $ | 45,771 | $ | 17,524 | $ | 41,521 | $ | 12,967 | |||||||||
Denominator: | |||||||||||||||||
Weighted average shares outstanding | 64,443 | 64,016 | 64,195 | 63,907 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Employee stock options (1) | 1,534 | 990 | 1,373 | 1,103 | |||||||||||||
Employee restricted stock awards | 1,084 | 1,089 | 1,073 | 1,373 | |||||||||||||
2,618 | 2,079 | 2,446 | 2,476 | ||||||||||||||
Adjusted weighted-average shares and assumed conversions | 67,061 | 66,095 | 66,641 | 66,383 | |||||||||||||
Net income per common share from continuing operations attributable to | |||||||||||||||||
1-800-FLOWERS.COM, Inc. | |||||||||||||||||
Basic | $ | 0.71 | $ | 0.27 | $ | 0.65 | $ | 0.2 | |||||||||
Diluted | $ | 0.68 | $ | 0.27 | $ | 0.62 | $ | 0.2 | |||||||||
Note (1): | The effect of options to purchase 0.3 million and 0.6 million shares for the three and six months ended December 28, 2014 and 1.2 million and 1.3 million shares for the three and six months ended December 29, 2013, 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. 28, 2014 | |||||||||||||||||
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 29, 2014, 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 30, | December 29, | December 28, | December 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Stock options | $ | 114 | $ | 113 | $ | 224 | $ | 211 | |||||||||
Restricted stock | 1,401 | 1,032 | 2,558 | 2,000 | |||||||||||||
Total | 1,515 | 1,145 | 2,782 | 2,211 | |||||||||||||
Deferred income tax benefit | 543 | 431 | 1,024 | 831 | |||||||||||||
Stock-based compensation expense, net | $ | 972 | $ | 714 | $ | 1,758 | $ | 1,380 | |||||||||
Stock-based compensation is recorded within the following line items of operating expenses: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 28, | December 29, | December 28, | December 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Marketing and sales | $ | 500 | $ | 275 | $ | 817 | $ | 648 | |||||||||
Technology and development | 106 | 68 | 169 | 175 | |||||||||||||
General and administrative | 909 | 802 | 1,796 | 1,388 | |||||||||||||
Total | $ | 1,515 | $ | 1,145 | $ | 2,782 | $ | 2,211 | |||||||||
The following table summarizes stock option activity during the six months ended December 28, 2014: | |||||||||||||||||
Options | Weighted | Weighted | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | (000s) | |||||||||||||||
Term (years) | |||||||||||||||||
Outstanding at June 29, 2014 | 4,339,790 | $ | 3.8 | ||||||||||||||
Granted | 30,000 | $ | 7.41 | ||||||||||||||
Exercised | (263,779 | ) | $ | 6.69 | |||||||||||||
Forfeited | (216,474 | ) | $ | 8.44 | |||||||||||||
Outstanding at December 28, 2014 | 3,889,537 | $ | 3.37 | 4.14 | $ | 19,280 | |||||||||||
Options vested or expected to vest at December 28, 2014 | 3,798,678 | $ | 3.39 | 4.08 | $ | 18,754 | |||||||||||
Exercisable at December 28, 2014 | 2,673,237 | $ | 3.76 | 3.04 | $ | 12,219 | |||||||||||
As of December 28, 2014, the total future compensation cost related to non-vested options, not yet recognized in the statement of income, was $1.8 million and the weighted average period over which these awards are expected to be recognized was 4.3 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 28, 2014: | |||||||||||||||||
Shares | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested at June 29, 2014 | 2,686,685 | $ | 3.9 | ||||||||||||||
Granted | 945,882 | $ | 8.02 | ||||||||||||||
Vested | (1,145,649 | ) | $ | 3.48 | |||||||||||||
Forfeited | (103,527 | ) | $ | 6.95 | |||||||||||||
Non-vested at December 28, 2014 | 2,383,391 | $ | 5.61 | ||||||||||||||
The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of December 28, 2014, there was $11.1 million of total unrecognized compensation cost related to non-vested restricted stock-based compensation to be recognized over the weighted-average remaining period of 2.6 years. |
Note_4_Acquisitions_and_Dispos
Note 4 - Acquisitions and Dispositions | 6 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||
Business Combination Disclosure [Text Block] | Note 4 – Acquisitions and Dispositions | ||||||||||||||||
Acquisition of Harry & David | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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: | |||||||||||||||||
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 | |||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
The unaudited pro forma amounts above include the following adjustments: | |||||||||||||||||
-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. | ||||||||||||||||
-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. | ||||||||||||||||
-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. | ||||||||||||||||
-4 | The adjustments above were tax effected at the combined entity’s assumed effective tax rate for the respective periods. | ||||||||||||||||
-5 | The pro-forma adjustments above do not include the impact of the Fannie May fire – see Note 9 for details. | ||||||||||||||||
Acquisition of Fannie May retail stores | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
Preliminary | |||||||||||||||||
Purchase Price Allocation | |||||||||||||||||
(in thousands) | |||||||||||||||||
Current assets | $ | 105 | |||||||||||||||
Property, plant and equipment | 487 | ||||||||||||||||
Goodwill | 5,781 | ||||||||||||||||
Net assets acquired | $ | 6,373 | |||||||||||||||
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. | |||||||||||||||||
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. 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. | |||||||||||||||||
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 $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: | |||||||||||||||||
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 | |||||||||||||||
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. | |||||||||||||||||
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: | |||||||||||||||||
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 | |||||||||||||
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 | |||||||||||
-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. | ||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. |
Note_5_Inventory
Note 5 - Inventory | 6 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
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 28, | June 29, | ||||||||
2014 | 2014 | ||||||||
(in thousands) | |||||||||
Finished goods | $ | 30,823 | $ | 30,859 | |||||
Work-in-process | 34,109 | 8,566 | |||||||
Raw materials | 5,876 | 19,095 | |||||||
$ | 70,808 | $ | 58,520 | ||||||
Note_6_Goodwill_and_Intangible
Note 6 - Goodwill and Intangible Assets | 6 Months Ended | |||||||||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||||||||
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 | BloomNet | Gourmet Food & | Total | |||||||||||||||||||||||
Consumer Floral | Wire Service | Gift Baskets | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Balance at June 29, 2014 | $ | 16,691 | $ | - | $ | 43,475 | $ | 60,166 | ||||||||||||||||||
Harry & David acquisition | - | - | 38,635 | 38,635 | ||||||||||||||||||||||
iFlorist measurement period adjustment | 1,320 | - | - | 1,320 | ||||||||||||||||||||||
iFlorist translation adjustment | (429 | ) | - | - | (429 | ) | ||||||||||||||||||||
Other | - | - | (2 | ) | (2 | ) | ||||||||||||||||||||
Balance at December 28, 2014 | $ | 17,582 | $ | - | $ | 82,108 | $ | 99,690 | ||||||||||||||||||
The Company’s other intangible assets consist of the following: | ||||||||||||||||||||||||||
28-Dec-14 | 29-Jun-14 | |||||||||||||||||||||||||
Amortization | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Period | Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
(years) | Amount | Amount | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Intangible assets with determinable lives | ||||||||||||||||||||||||||
Investment in licenses | 14 - 16 | $ | 7,420 | $ | 5,674 | $ | 1,746 | $ | 7,420 | $ | 5,621 | $ | 1,799 | |||||||||||||
Customer lists | 10-Mar | 19,125 | 13,576 | 5,549 | 17,313 | 12,818 | 4,495 | |||||||||||||||||||
Other | 8-May | 2,538 | 2,538 | - | 2,538 | 2,538 | - | |||||||||||||||||||
29,083 | 21,788 | 7,295 | 27,271 | 20,977 | 6,294 | |||||||||||||||||||||
Trademarks with indefinite lives | 51,763 | - | 51,763 | 38,322 | - | 38,322 | ||||||||||||||||||||
Total identifiable intangible assets | $ | 80,846 | $ | 21,788 | $ | 59,058 | $ | 65,593 | $ | 20,977 | $ | 44,616 | ||||||||||||||
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. No material impairment was recognized for the three and six months ended December 28, 2014. Future estimated amortization expense is as follows: remainder of fiscal 2015 - $1.0 million, fiscal 2016 - $1.9 million, fiscal 2017 - $1.3 million, fiscal 2018 - $1.1 million, fiscal 2019 - $0.6 million and thereafter - $1.4 million. |
Note_7_Investments
Note 7 - Investments | 6 Months Ended |
Dec. 28, 2014 | |
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. 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 $3.1 million as of December 28, 2014 and $3.2 million as of June 29, 2014, and is included in Other assets within the consolidated balance sheets. The Company’s equity in the net loss of Flores Online for three and six months ended December 28, 2014 and 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 28, 2014 and $0.8 million as of June 29, 2014. In addition, the Company had notes receivable from a company it maintains an investment in of $0.3 million as of December 28, 2014 and $0.5 million as of June 29, 2014. | |
The Company also holds certain trading securities 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 10). | |
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_Debt
Note 8 - Debt | 6 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Disclosure [Text Block] | Note 8 –Debt | ||||||||
The Company’s current and long-term debt consists of the following: | |||||||||
December 28, | June 29, | ||||||||
2014 | 2014 | ||||||||
(in thousands) | |||||||||
Revolver (1) | $ | - | $ | - | |||||
Term Loan (1) | 138,938 | - | |||||||
Bank loan (2) | 269 | 343 | |||||||
Other | 425 | - | |||||||
Total debt | 139,632 | 343 | |||||||
Less short-term debt | 14,944 | 343 | |||||||
Long-term debt | $ | 124,688 | $ | - | |||||
-1 | In order to finance the Harry & David acquisition, on September 30, 2014, the Company entered into a Credit Agreement with JPMorgan Chase Bank as administrative agent, and a group of lenders (the “2014 Credit Facility”), consisting of a $142.5 million five-year term loan (the “Term Loan”) with a maturity date of September 30, 2019, and a co-terminus revolving credit facility (the “Revolver”), with a seasonally adjusted limit ranging from $100.0 to $200.0 million, which may be used for working capital (subject to applicable sublimits) and general corporate purposes. The Term Loan is payable in 20 quarterly installments of principal and interest beginning in December 2014, with escalating principal payments at the rate of 10% in years one and two, 15% in years three and four, and 20% in year five, with the remaining balance of $42.75 million due upon maturity. Upon closing of the acquisition, the Company borrowed $136.7 million under the Revolver to re-pay amounts outstanding under the Company’s and Harry & David’s previous credit agreements, as well as to pay acquisition-related transaction costs. | ||||||||
The 2014 Credit Facility requires that while any borrowings are outstanding the Company comply with certain financial and non-financial covenants, including the maintenance of certain financial ratios. Outstanding amounts under the 2014 Credit Facility bear interest at the Company’s option at either: (i) LIBOR, plus a spread of 175 to 250 basis points, as determined by the Company’s leverage ratio, or (ii) ABR, plus a spread of 75 to 150 basis points. The 2014 Credit Agreement is secured by substantially all of the assets of the Company and the Subsidiary Guarantors. | |||||||||
-2 | Bank loan assumed through the Company’s acquisition of a majority interest in iFlorist. | ||||||||
Note_9_Fire_at_the_Fannie_May_
Note 9 - Fire at the Fannie May Warehouse and Distribution Facility | 6 Months Ended | ||||
Dec. 28, 2014 | |||||
Nonrecurring Items [Abstract] | |||||
Nonrecurring Items [Text Block] | Note 9. Fire at the Fannie May warehouse and distribution facility | ||||
On November 27, 2014, a fire occurred at the Company's Maple Heights, Ohio warehouse and distribution facility. While the fire did not cause any injuries, the building was severely damaged, rendering it inoperable for the key calendar 2014 holiday season, and all Fannie May and Harry London confections in the facility were destroyed. | |||||
As a result, the Company had limited supplies of its Fannie May Fine Chocolates and Harry London Chocolates products available in its retail stores as well as for its ecommerce and wholesale channels during the holiday season. While the Company implemented contingency plans to increase production for Fannie May Fine Chocolates and Harry London Chocolates products at its production facility in Canton, Ohio and to shift warehousing and distribution operations to alternate Company facilities, product availability was severely limited. | |||||
The impact of lost sales related to the fire was estimated to be $13.8 million with a loss of income from continuing operations before income taxes of $5.6 million during both the three and six months ended December 28, 2014. While the Company has restored operations, it is expected that revenues derived from our Fannie May and Harry London Chocolates business will continue to be impacted by the inability to meet customer requirements during the balance of the fiscal year, albeit to a significantly lesser amount than in our fiscal second quarter of 2015. While no insurance recoveries have been recorded to date related to lost sales, the Company expects that its property and business interruption insurance will cover these losses. | |||||
The following table reflects the incremental costs related to the fire and related insurance recovery for the three and six months ended December 28, 2014: | |||||
Loss on inventory | $ | 29,522 | |||
Other fire related costs | 422 | ||||
29,944 | |||||
Less: Fire related recoveries | (29,944 | ) | |||
Fire related charges, net | $ | — | |||
Through December 28, 2014, the Company has incurred fire related costs totaling $29.9 million, including a $29.5 million write-down of inventory. Based on the provisions of the Company's insurance policies and management's estimates, the losses incurred have been reduced by the estimated insurance recoveries. The Company has determined that recovery of the incurred losses, including amounts related to the retentions described above, is probable and recorded $29.9 million of insurance recoveries through December 28, 2014. In December 2014, the Company received $15.0 million of insurance proceeds, representing an advance of funds. As a result, the insurance receivable balance was $14.9 million as of December 28, 2014. In January 2014, the Company received an additional advance of $15.0 million, bringing the total amount recovered to date to $30.0 million. |
Note_10_Fair_Value_Measurement
Note 10 - Fair Value Measurements | 6 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Disclosures [Text Block] | Note 10 - 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. The Company’s long-term debt also approximates fair value due to the variable nature of the underlying interest. 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 definite lived 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 tested for impairment annually, or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist, 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 28, 2014: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Assets (Liabilities) | |||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
(in thousands) | |||||||||||||||||
Assets (liabilities): | |||||||||||||||||
Trading securities held in a “rabbi trust” (1) | $ | 2,544 | $ | 2,544 | $ | - | $ | - | |||||||||
$ | 2,544 | $ | 2,544 | $ | - | $ | - | ||||||||||
-1 | The Company maintains a Non-qualified Deferred Compensation Plan for certain members of senior management. Deferred compensation is invested in mutual funds held in a “rabbi trust” which is restricted for payment to participants of the NQDC Plan. Trading securities held in the trust are measured using quoted market prices at the reporting date and are included in Other assets, with the corresponding liability included in Other liabilities, in the consolidated balance sheets. | ||||||||||||||||
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 29, 2014: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Assets (Liabilities) | |||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
(in thousands) | |||||||||||||||||
Assets (liabilities): | |||||||||||||||||
Trading securities held in a “rabbi trust” (1) | $ | 2,146 | $ | 2,146 | $ | - | $ | - | |||||||||
$ | 2,146 | $ | 2,146 | $ | - | $ | - | ||||||||||
-1 | The Company maintains a Non-qualified Deferred Compensation Plan for certain members of senior management. Deferred compensation is invested in mutual funds held in a “rabbi trust” which is restricted for payment to participants of the NQDC Plan. Trading securities held in the trust are measured using quoted market prices at the reporting date and are included in Other assets, with the corresponding liability included in Other liabilities, in the consolidated balance sheets. | ||||||||||||||||
Note_11_Income_Taxes
Note 11 - Income Taxes | 6 Months Ended |
Dec. 28, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11 – 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 28, 2014 was 36.9% and 36.8% respectively, compared to 38.2% in the same periods of the prior year. The effective rate for fiscal 2015 and fiscal 2014 differed from the U.S. federal statutory rate of 35% primarily due to state income taxes, which were partially offset by various permanent differences and tax credits. | |
The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. The Company concluded its federal examination for fiscal 2011 during the quarter ended December 29, 2013, however, fiscal years 2012 and 2013 remain subject to federal examination. Due to ongoing state examinations and non-conformity with the federal statute of limitations for assessment, certain states remain open from fiscal 2008. The Company commenced operations in foreign jurisdictions in 2012. The Company's foreign income tax filings are open for examination by its respective foreign tax authorities, mainly Canada and the United Kingdom. | |
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 28, 2014 the Company has remaining unrecognized tax positions of approximately $0.6 million, including accrued interest and penalties of $0.1 million. The Company believes that none of its unrecognized tax positions will be resolved over the next twelve months. |
Note_12_Business_Segments
Note 12 - Business Segments | 6 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Reporting Disclosure [Text Block] | Note 12 – 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 and Harry & David transaction costs, both of which are 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 28, | December 29, | December 28, | December 29, | |||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment Net Revenues: | |||||||||||||||||
1-800-Flowers.com Consumer Floral | $ | 99,600 | $ | 97,133 | $ | 173,998 | $ | 168,682 | |||||||||
BloomNet Wire Service | 20,110 | 19,912 | 40,121 | 40,258 | |||||||||||||
Gourmet Food & Gift Baskets | 414,669 | 149,624 | 447,028 | 180,863 | |||||||||||||
Corporate (1) | 312 | 203 | 512 | 398 | |||||||||||||
Intercompany eliminations | (416 | ) | (535 | ) | (681 | ) | (816 | ) | |||||||||
Total net revenues | $ | 534,275 | $ | 266,337 | $ | 660,978 | $ | 389,385 | |||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Operating Income from Continuing Operations | December 28, | December 29, | December 28, | December 29, | |||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment Contribution Margin: | |||||||||||||||||
1-800-Flowers.com Consumer Floral | $ | 9,527 | $ | 8,680 | $ | 16,777 | $ | 15,109 | |||||||||
Bloomnet Wire Service (*) | 6,668 | 6,525 | 13,165 | 12,964 | |||||||||||||
Gourmet Food & Gift Baskets (*) | 90,455 | 31,044 | 88,020 | 28,997 | |||||||||||||
Segment Contribution Margin Subtotal | 106,650 | 46,249 | 117,962 | 57,070 | |||||||||||||
Corporate (**) | (23,138 | ) | (12,514 | ) | (35,977 | ) | (25,727 | ) | |||||||||
Depreciation and amortization | (8,679 | ) | (5,036 | ) | (13,780 | ) | (9,725 | ) | |||||||||
Operating income | $ | 74,833 | $ | 28,699 | $ | 68,205 | $ | 21,618 | |||||||||
(*) | Refer to Note 9 - Fire at the Fannie May warehouse and distribution facility. On November 27, 2014, a fire occurred at the Company's Maple Heights, Ohio warehouse and distribution facility. | ||||||||||||||||
As a result of the fire, the Company had limited supplies of its Fannie May Fine Chocolates and Harry London Chocolates products available in its retail stores as well as for its ecommerce and wholesale channels during the holiday season. | |||||||||||||||||
The impact of lost sales related to the fire was approximately $13.8 million with an estimated impact to income from continuing operations before income taxes of $5.6 million during both the three and six months ended December 28, 2014. While the Company has restored operations, it is expected that revenues derived from our Fannie May and Harry London Chocolates business will continue to be impacted by the inability to meet customer requirements during the balance of the fiscal year, albeit to a significantly lesser amount than in our fiscal second quarter of 2015. | |||||||||||||||||
(**) | 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, and in the first and second quarters of fiscal 2015, transaction costs related to the acquisition of Harry & David, in the amount of $3.8 million and $4.5 million, respectively. 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. The Company has commenced integrating Harry & David into its operating platforms, and as such, their operating costs have been classified in a similar manner. | ||||||||||||||||
Note_13_Discontinued_Operation
Note 13 - Discontinued Operations | 6 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 13-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 e-commerce and procurement businesses on December 31, 2013. The Company has classified the results the e-commerce and procurement business of Winetasting Network as a discontinued operation for fiscal 2014. | |||||||||||||||||
Results for discontinued operations are as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
December 28, | December 29, | December 28, | December 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Net revenues from discontinued operations | $ | - | $ | 755 | $ | - | $ | 1,661 | |||||||||
Loss from discontinued operations, net of tax | $ | - | $ | (374 | ) | $ | - | $ | (456 | ) | |||||||
Adjustment to loss on sale of discontinued operations, net of tax | $ | - | $ | 877 | $ | - | $ | 877 | |||||||||
Income from discontinued operations, net of tax | $ | - | 503 | $ | - | $ | 421 | ||||||||||
Note_14_Commitments_and_Contin
Note 14 - Commitments and Contingencies | 6 Months Ended | ||||
Dec. 28, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | Note 14 – Commitments and Contingencies | ||||
Leases | |||||
The Company currently leases office, store facilities, and equipment under various leases through fiscal 2030. As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced. Most lease agreements contain renewal options and rent escalation clauses and require the Company to pay real estate taxes, insurance, common area maintenance and operating expenses applicable to the leased properties. The Company has also entered into leases that are on a month-to-month basis. These leases are classified as either capital leases, operating leases or subleases, as appropriate. | |||||
As of December 28, 2014 future minimum payments under non-cancelable operating leases with initial terms of one year or more consist of the following: | |||||
Operating Leases | |||||
(in thousands) | |||||
2015 | $ | 11,204 | |||
2016 | 20,728 | ||||
2017 | 17,992 | ||||
2018 | 14,249 | ||||
2019 | 10,494 | ||||
Thereafter | 47,118 | ||||
Total minimum lease payments | $ | 121,785 | |||
Legal Proceedings | |||||
From time to time, the Company is subject to legal proceedings and claims arising in the ordinary course of business: | |||||
Unfair Trade Practices: | |||||
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 ("CUTPA") 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. | |||||
On March 28, 2014, the Court issued a series of rulings disposing of all the pending motions in both the Consolidated Action and the Frank Action. Among other things, the Court dismissed several causes of action, leaving pending a claim for CUTPA violations stemming from Trilegiant’s refund mitigation strategy and a claim for unjust enrichment. Thereafter, the Court consolidated the Frank case into the Consolidated Action. On April 28, 2014 Plaintiffs moved for leave to appeal the various rulings against them to the United States Court of Appeals for the Second Circuit and to have a partial final judgment entered dismissing those claims that the Court had ordered dismissed. The Court has not yet ruled on this new motion. The Company has filed its answer to the complaint on May 12, 2014. | |||||
Edible Arrangements: | |||||
On November 20, 2014, a complaint was filed in the United States District Court for the District of Connecticut by Edible Arrangements LLC and Edible Arrangements International, LLC, alleging that the Company’s use of the terms “Fruit Bouquets,” “Edible,” “Bouquet,” “Edible Fruit Arrangements,” Edible Arrangements,” and “DoFruit” and its use of a six petal pineapple slice design in connection with marketing and selling edible fruit arrangements constitutes trademark infringement, false designation of origin, dilution, and contributory infringement under the federal Lanham Act, 29 USC § 1114 and 1125(a), common law unfair competition, and a violation of the Connecticut Unfair Trade Practices Act, Connecticut General Statutes § 42-110b (a). The Complaint alleges Edible Arrangements has been damaged in the amount of $97,411,000. The Complaint requests a declaratory judgment in favor of Edible Arrangements, an injunction against the Company’s use of the terms and design, an accounting and payment of the Company’s profits from its sale of edible fruit arrangements, a trebling of the Company’s profits from such sales or of any damages sustained by Edible Arrangements, punitive damages, and attorneys’ fees. On November 24, 2014, the Complaint was amended to add a breach of contract claim for use of these terms and the design, based on a contract that had been entered by one of the Company’s subsidiaries prior to its acquisition by the Company. The time for the Company to respond to the Complaint had been January 30, 2015, by Order of the Court entered December 15, 2014. | |||||
On January 29, 2015, the Plaintiffs amended the Complaint to add one of the Company’s subsidiaries and to claim its damages were $ 101,436,000. Since the Complaint was amended, the time for the Company to respond to the Complaint and Amended Complaint was extended. By agreement, the date for response is set for February 27, 2015. | |||||
The Company believes there are substantial defenses to the claims and expects to defend the claims vigorously. | |||||
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 in the Unfair Trade Practice matter, 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. 28, 2014 | |
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 periods ended December 28, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending June 28, 2015. 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 29, 2014. | |
The Company’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, including the acquisition of Harry & David Holdings, Inc. (“Harry & David”) on September 30, 2014, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, is expected to generate nearly 50% of the Company’s annual revenues, and all of its earnings. Additionally, due to the 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 in comparison to its fiscal first quarter. The Easter Holiday, which was on April 20th in fiscal 2014, falls on April 5th in fiscal 2015. As a result of the timing of Easter, during fiscal 2015, a portion of revenue and EBITDA associated with the Easter Holiday will shift into the Company’s fiscal third quarter, from its fiscal fourth quarter. | |
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. | |
Recent Accounting Pronouncements [Policy Text Block] | Recent Accounting Pronouncements |
In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amends ASC 205, “Presentation of Financial Statements,” and ASC 360, “Property, Plant, and Equipment.” ASU No. 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for the Company’s fiscal year ending July 3, 2016, and may be applied retrospectively. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This amended guidance will enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Expanded disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. This guidance will be effective for the Company’s fiscal year ending July 1, 2018 and may be applied retrospectively. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which amends ASC 740, “Income Taxes.” The amendments provide guidance on the financial statement presentation of an unrecognized tax benefit, as either a reduction of a deferred tax asset or as a liability, when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and may be applied on either a prospective or retrospective basis. The provisions are effective for the Company’s first quarter of fiscal year ending June 28, 2015. The adoption of these provisions did not have a significant 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. 28, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended | Six Months Ended | |||||||||||||||
December 28, | December 29, | December 28, | December 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income from continuing operations | $ | 45,540 | $ | 17,483 | $ | 40,962 | $ | 12,926 | |||||||||
Less: Net loss attributable to noncontrolling interest | (231 | ) | (41 | ) | (559 | ) | (41 | ) | |||||||||
Income from continuing operations attributable to 1-800-FLOWERS.COM, Inc. | $ | 45,771 | $ | 17,524 | $ | 41,521 | $ | 12,967 | |||||||||
Denominator: | |||||||||||||||||
Weighted average shares outstanding | 64,443 | 64,016 | 64,195 | 63,907 | |||||||||||||
Effect of dilutive securities: | |||||||||||||||||
Employee stock options (1) | 1,534 | 990 | 1,373 | 1,103 | |||||||||||||
Employee restricted stock awards | 1,084 | 1,089 | 1,073 | 1,373 | |||||||||||||
2,618 | 2,079 | 2,446 | 2,476 | ||||||||||||||
Adjusted weighted-average shares and assumed conversions | 67,061 | 66,095 | 66,641 | 66,383 | |||||||||||||
Net income per common share from continuing operations attributable to | |||||||||||||||||
1-800-FLOWERS.COM, Inc. | |||||||||||||||||
Basic | $ | 0.71 | $ | 0.27 | $ | 0.65 | $ | 0.2 | |||||||||
Diluted | $ | 0.68 | $ | 0.27 | $ | 0.62 | $ | 0.2 |
Note_3_Stockbased_Compensation1
Note 3 - Stock-based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
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 30, | December 29, | December 28, | December 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Stock options | $ | 114 | $ | 113 | $ | 224 | $ | 211 | |||||||||
Restricted stock | 1,401 | 1,032 | 2,558 | 2,000 | |||||||||||||
Total | 1,515 | 1,145 | 2,782 | 2,211 | |||||||||||||
Deferred income tax benefit | 543 | 431 | 1,024 | 831 | |||||||||||||
Stock-based compensation expense, net | $ | 972 | $ | 714 | $ | 1,758 | $ | 1,380 | |||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended | Six Months Ended | |||||||||||||||
December 28, | December 29, | December 28, | December 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Marketing and sales | $ | 500 | $ | 275 | $ | 817 | $ | 648 | |||||||||
Technology and development | 106 | 68 | 169 | 175 | |||||||||||||
General and administrative | 909 | 802 | 1,796 | 1,388 | |||||||||||||
Total | $ | 1,515 | $ | 1,145 | $ | 2,782 | $ | 2,211 | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | (000s) | |||||||||||||||
Term (years) | |||||||||||||||||
Outstanding at June 29, 2014 | 4,339,790 | $ | 3.8 | ||||||||||||||
Granted | 30,000 | $ | 7.41 | ||||||||||||||
Exercised | (263,779 | ) | $ | 6.69 | |||||||||||||
Forfeited | (216,474 | ) | $ | 8.44 | |||||||||||||
Outstanding at December 28, 2014 | 3,889,537 | $ | 3.37 | 4.14 | $ | 19,280 | |||||||||||
Options vested or expected to vest at December 28, 2014 | 3,798,678 | $ | 3.39 | 4.08 | $ | 18,754 | |||||||||||
Exercisable at December 28, 2014 | 2,673,237 | $ | 3.76 | 3.04 | $ | 12,219 | |||||||||||
Schedule of Nonvested Share Activity [Table Text Block] | Shares | Weighted | |||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Non-vested at June 29, 2014 | 2,686,685 | $ | 3.9 | ||||||||||||||
Granted | 945,882 | $ | 8.02 | ||||||||||||||
Vested | (1,145,649 | ) | $ | 3.48 | |||||||||||||
Forfeited | (103,527 | ) | $ | 6.95 | |||||||||||||
Non-vested at December 28, 2014 | 2,383,391 | $ | 5.61 |
Note_4_Acquisitions_and_Dispos1
Note 4 - Acquisitions and Dispositions (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Harry and David Holdings, Inc. [Member] | |||||||||||||||||
Note 4 - Acquisitions and Dispositions (Tables) [Line Items] | |||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | 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 | |||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | 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. | |||||||||||||||||
Fannie May Franchise LLC [Member] | |||||||||||||||||
Note 4 - Acquisitions and Dispositions (Tables) [Line Items] | |||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Preliminary | ||||||||||||||||
Purchase Price Allocation | |||||||||||||||||
(in thousands) | |||||||||||||||||
Current assets | $ | 105 | |||||||||||||||
Property, plant and equipment | 487 | ||||||||||||||||
Goodwill | 5,781 | ||||||||||||||||
Net assets acquired | $ | 6,373 | |||||||||||||||
iFlorist [Member] | |||||||||||||||||
Note 4 - Acquisitions and Dispositions (Tables) [Line Items] | |||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | 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 | |||||||||||||
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 | |||||||||||
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 | 1,964 | ||||||||||||||||
Initial equity investment | 1,629 | ||||||||||||||||
Noncontrolling interest | 3,616 | ||||||||||||||||
Total purchase price | $ | 8,849 |
Note_5_Inventory_Tables
Note 5 - Inventory (Tables) | 6 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventory, Current [Table Text Block] | December 28, | June 29, | |||||||
2014 | 2014 | ||||||||
(in thousands) | |||||||||
Finished goods | $ | 30,823 | $ | 30,859 | |||||
Work-in-process | 34,109 | 8,566 | |||||||
Raw materials | 5,876 | 19,095 | |||||||
$ | 70,808 | $ | 58,520 |
Note_6_Goodwill_and_Intangible1
Note 6 - Goodwill and Intangible Assets (Tables) | 6 Months Ended | |||||||||||||||||||||||||
Dec. 28, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | 1-800-Flowers.com | BloomNet | Gourmet Food & | Total | ||||||||||||||||||||||
Consumer Floral | Wire Service | Gift Baskets | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Balance at June 29, 2014 | $ | 16,691 | $ | - | $ | 43,475 | $ | 60,166 | ||||||||||||||||||
Harry & David acquisition | - | - | 38,635 | 38,635 | ||||||||||||||||||||||
iFlorist measurement period adjustment | 1,320 | - | - | 1,320 | ||||||||||||||||||||||
iFlorist translation adjustment | (429 | ) | - | - | (429 | ) | ||||||||||||||||||||
Other | - | - | (2 | ) | (2 | ) | ||||||||||||||||||||
Balance at December 28, 2014 | $ | 17,582 | $ | - | $ | 82,108 | $ | 99,690 | ||||||||||||||||||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Table Text Block] | 28-Dec-14 | 29-Jun-14 | ||||||||||||||||||||||||
Amortization | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Period | Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
(years) | Amount | Amount | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Intangible assets with determinable lives | ||||||||||||||||||||||||||
Investment in licenses | 14 - 16 | $ | 7,420 | $ | 5,674 | $ | 1,746 | $ | 7,420 | $ | 5,621 | $ | 1,799 | |||||||||||||
Customer lists | 10-Mar | 19,125 | 13,576 | 5,549 | 17,313 | 12,818 | 4,495 | |||||||||||||||||||
Other | 8-May | 2,538 | 2,538 | - | 2,538 | 2,538 | - | |||||||||||||||||||
29,083 | 21,788 | 7,295 | 27,271 | 20,977 | 6,294 | |||||||||||||||||||||
Trademarks with indefinite lives | 51,763 | - | 51,763 | 38,322 | - | 38,322 | ||||||||||||||||||||
Total identifiable intangible assets | $ | 80,846 | $ | 21,788 | $ | 59,058 | $ | 65,593 | $ | 20,977 | $ | 44,616 |
Note_8_Debt_Tables
Note 8 - Debt (Tables) | 6 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Debt [Table Text Block] | December 28, | June 29, | |||||||
2014 | 2014 | ||||||||
(in thousands) | |||||||||
Revolver (1) | $ | - | $ | - | |||||
Term Loan (1) | 138,938 | - | |||||||
Bank loan (2) | 269 | 343 | |||||||
Other | 425 | - | |||||||
Total debt | 139,632 | 343 | |||||||
Less short-term debt | 14,944 | 343 | |||||||
Long-term debt | $ | 124,688 | $ | - |
Note_9_Fire_at_the_Fannie_May_1
Note 9 - Fire at the Fannie May Warehouse and Distribution Facility (Tables) | 6 Months Ended | ||||
Dec. 28, 2014 | |||||
Nonrecurring Items [Abstract] | |||||
Schedule of Costs Related to Nonrecurring Event [Table Text Block] | Loss on inventory | $ | 29,522 | ||
Other fire related costs | 422 | ||||
29,944 | |||||
Less: Fire related recoveries | (29,944 | ) | |||
Fire related charges, net | $ | — |
Note_10_Fair_Value_Measurement1
Note 10 - Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Fair Value Measurements | ||||||||||||||||
Assets (Liabilities) | |||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
(in thousands) | |||||||||||||||||
Assets (liabilities): | |||||||||||||||||
Trading securities held in a “rabbi trust” (1) | $ | 2,544 | $ | 2,544 | $ | - | $ | - | |||||||||
$ | 2,544 | $ | 2,544 | $ | - | $ | - | ||||||||||
Fair Value Measurements | |||||||||||||||||
Assets (Liabilities) | |||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
(in thousands) | |||||||||||||||||
Assets (liabilities): | |||||||||||||||||
Trading securities held in a “rabbi trust” (1) | $ | 2,146 | $ | 2,146 | $ | - | $ | - | |||||||||
$ | 2,146 | $ | 2,146 | $ | - | $ | - |
Note_12_Business_Segments_Tabl
Note 12 - Business Segments (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
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 28, | December 29, | December 28, | December 29, | |||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment Net Revenues: | |||||||||||||||||
1-800-Flowers.com Consumer Floral | $ | 99,600 | $ | 97,133 | $ | 173,998 | $ | 168,682 | |||||||||
BloomNet Wire Service | 20,110 | 19,912 | 40,121 | 40,258 | |||||||||||||
Gourmet Food & Gift Baskets | 414,669 | 149,624 | 447,028 | 180,863 | |||||||||||||
Corporate (1) | 312 | 203 | 512 | 398 | |||||||||||||
Intercompany eliminations | (416 | ) | (535 | ) | (681 | ) | (816 | ) | |||||||||
Total net revenues | $ | 534,275 | $ | 266,337 | $ | 660,978 | $ | 389,385 | |||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
Operating Income from Continuing Operations | December 28, | December 29, | December 28, | December 29, | |||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment Contribution Margin: | |||||||||||||||||
1-800-Flowers.com Consumer Floral | $ | 9,527 | $ | 8,680 | $ | 16,777 | $ | 15,109 | |||||||||
Bloomnet Wire Service (*) | 6,668 | 6,525 | 13,165 | 12,964 | |||||||||||||
Gourmet Food & Gift Baskets (*) | 90,455 | 31,044 | 88,020 | 28,997 | |||||||||||||
Segment Contribution Margin Subtotal | 106,650 | 46,249 | 117,962 | 57,070 | |||||||||||||
Corporate (**) | (23,138 | ) | (12,514 | ) | (35,977 | ) | (25,727 | ) | |||||||||
Depreciation and amortization | (8,679 | ) | (5,036 | ) | (13,780 | ) | (9,725 | ) | |||||||||
Operating income | $ | 74,833 | $ | 28,699 | $ | 68,205 | $ | 21,618 |
Note_13_Discontinued_Operation1
Note 13 - Discontinued Operations (Tables) | 6 Months Ended | ||||||||||||||||
Dec. 28, 2014 | |||||||||||||||||
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 28, | December 29, | December 28, | December 29, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Net revenues from discontinued operations | $ | - | $ | 755 | $ | - | $ | 1,661 | |||||||||
Loss from discontinued operations, net of tax | $ | - | $ | (374 | ) | $ | - | $ | (456 | ) | |||||||
Adjustment to loss on sale of discontinued operations, net of tax | $ | - | $ | 877 | $ | - | $ | 877 | |||||||||
Income from discontinued operations, net of tax | $ | - | 503 | $ | - | $ | 421 |
Note_14_Commitments_and_Contin1
Note 14 - Commitments and Contingencies (Tables) | 6 Months Ended | ||||
Dec. 28, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Operating Leases | ||||
(in thousands) | |||||
2015 | $ | 11,204 | |||
2016 | 20,728 | ||||
2017 | 17,992 | ||||
2018 | 14,249 | ||||
2019 | 10,494 | ||||
Thereafter | 47,118 | ||||
Total minimum lease payments | $ | 121,785 |
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. 28, 2014 | Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 |
Earnings Per Share [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.3 | 1.2 | 0.6 | 1.3 |
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. 28, 2014 | Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | ||||
Numerator: | ||||||||
Net income from continuing operations (in Dollars) | $45,540 | $17,483 | $40,962 | $12,926 | ||||
Less: Net loss attributable to noncontrolling interest (in Dollars) | -231 | -41 | -559 | -41 | ||||
Income from continuing operations attributable to 1-800-FLOWERS.COM, Inc. (in Dollars) | $45,771 | $17,524 | $41,521 | $12,967 | ||||
Denominator: | ||||||||
Weighted average shares outstanding | 64,443 | 64,016 | 64,195 | 63,907 | ||||
Effect of dilutive securities: | ||||||||
Dilutive securities | 2,618 | 2,079 | 2,446 | 2,476 | ||||
Adjusted weighted-average shares and assumed conversions | 67,061 | 66,095 | 66,641 | 66,383 | ||||
Basic (in Dollars per share) | $0.71 | $0.27 | $0.65 | $0.20 | ||||
Diluted (in Dollars per share) | $0.68 | $0.27 | $0.62 | $0.20 | ||||
Equity Option [Member] | ||||||||
Effect of dilutive securities: | ||||||||
Dilutive securities | 1,534 | [1] | 990 | [1] | 1,373 | [1] | 1,103 | [1] |
Restricted Stock [Member] | ||||||||
Effect of dilutive securities: | ||||||||
Dilutive securities | 1,084 | 1,089 | 1,073 | 1,373 | ||||
[1] | The effect of options to purchase 0.3 million and 0.6 million shares for the three and six months ended December 28, 2014 and 1.2 million and 1.3 million shares for the three and six months ended December 29, 2013, 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. 28, 2014 |
Employee Stock Option [Member] | |
Note 3 - Stock-based Compensation (Details) [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $1.80 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years 109 days |
Restricted Stock [Member] | |
Note 3 - Stock-based Compensation (Details) [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $11.10 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 219 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. 28, 2014 | Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 |
Note 3 - Stock-based Compensation (Details) - Stock-Based Compensation Expense Recognized [Line Items] | ||||
Share-based compensation expense | $1,515 | $1,145 | $2,782 | $2,211 |
Deferred income tax benefit | 543 | 431 | 1,024 | 831 |
Stock-based compensation expense, net | 972 | 714 | 1,758 | 1,380 |
Employee Stock Option [Member] | ||||
Note 3 - Stock-based Compensation (Details) - Stock-Based Compensation Expense Recognized [Line Items] | ||||
Share-based compensation expense | 114 | 113 | 224 | 211 |
Restricted Stock [Member] | ||||
Note 3 - Stock-based Compensation (Details) - Stock-Based Compensation Expense Recognized [Line Items] | ||||
Share-based compensation expense | $1,401 | $1,032 | $2,558 | $2,000 |
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. 28, 2014 | Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $1,515 | $1,145 | $2,782 | $2,211 |
Selling and Marketing Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 500 | 275 | 817 | 648 |
Technology and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 106 | 68 | 169 | 175 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $909 | $802 | $1,796 | $1,388 |
Note_3_Stockbased_Compensation5
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. 28, 2014 |
Employee Stock Option [Member] | |
Note 3 - Stock-based Compensation (Details) - Stock Option Activity [Line Items] | |
Outstanding at June 29, 2014 | 4,339,790 |
Outstanding at June 29, 2014 | $3.80 |
Granted | 30,000 |
Granted | $7.41 |
Exercised | -263,779 |
Exercised | $6.69 |
Forfeited | -216,474 |
Forfeited | $8.44 |
Outstanding at December 28, 2014 | 3,889,537 |
Outstanding at December 28, 2014 | $3.37 |
Outstanding at December 28, 2014 | 4 years 51 days |
Outstanding at December 28, 2014 | $19,280 |
Options vested or expected to vest at December 28, 2014 | 3,798,678 |
Options vested or expected to vest at December 28, 2014 | $3.39 |
Options vested or expected to vest at December 28, 2014 | 4 years 29 days |
Options vested or expected to vest at December 28, 2014 | 18,754 |
Exercisable at December 28, 2014 | 2,673,237 |
Exercisable at December 28, 2014 | $3.76 |
Exercisable at December 28, 2014 | 3 years 14 days |
Exercisable at December 28, 2014 | $12,219 |
Note_3_Stockbased_Compensation6
Note 3 - Stock-based Compensation (Details) - Non-Vested Restricted Stock Activity (Restricted Stock [Member], USD $) | 6 Months Ended |
Dec. 28, 2014 | |
Restricted Stock [Member] | |
Note 3 - Stock-based Compensation (Details) - Non-Vested Restricted Stock Activity [Line Items] | |
Non-vested at June 29, 2014 | 2,686,685 |
Non-vested at June 29, 2014 | $3.90 |
Granted | 945,882 |
Granted | $8.02 |
Vested | -1,145,649 |
Vested | $3.48 |
Forfeited | -103,527 |
Forfeited | $6.95 |
Non-vested at December 28, 2014 | 2,383,391 |
Non-vested at December 28, 2014 | $5.61 |
Note_4_Acquisitions_and_Dispos2
Note 4 - Acquisitions and Dispositions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
Dec. 03, 2013 | Dec. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 29, 2013 | Sep. 30, 2014 | Dec. 28, 2014 | Jun. 27, 2014 | Jan. 01, 2012 | Jun. 29, 2014 | Dec. 02, 2013 | |
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Goodwill | $99,690,000 | $99,690,000 | $99,690,000 | $60,166,000 | |||||||
Cost Method Investments | 700,000 | 700,000 | 700,000 | 800,000 | |||||||
Initial Equity Investment [Member] | iFlorist [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Gain (Loss) on Investments | 0 | ||||||||||
Deferred Revenue Adjustment [Member] | Harry and David Holdings, Inc. [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Business Combination, Proforma Information, Adjustment, Deferred Revenue | 1,600,000 | 1,600,000 | |||||||||
Fair Value Adjustment to Inventory [Member] | Harry and David Holdings, Inc. [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Business Combination, Proforma Information, Adjustment, Inventory | -4,800,000 | -4,800,000 | |||||||||
Elimination of Transaction Costs with No Continuing Impact on Operating Results from Continuing Operations [Member] | Harry and David Holdings, Inc. [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Business Combination, Proforma Information, Adjustment, Transaction Costs and Other Expenses | -3,800,000 | -12,300,000 | |||||||||
Incremental Impact of Credit Facility [Member] | Harry and David Holdings, Inc. [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Business Combination, Proforma Information, Adjustment, Interest Expense Impact | 1,100,000 | 1,200,000 | 2,500,000 | ||||||||
Customer Lists [Member] | Harry and David Holdings, Inc. [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 2,500,000 | ||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 5 years | ||||||||||
Customer Lists [Member] | iFlorist [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 700,000 | ||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years | ||||||||||
Harry and David Holdings, Inc. [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Business Combination, Consideration Transferred | 142,500,000 | ||||||||||
Business Acquisition Number of Retail Store Locations | 48 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 14,700,000 | ||||||||||
Goodwill | 38,635,000 | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 268,500,000 | ||||||||||
Business Combination, Pro Forma Information, Operating Income (Loss) of Acquiree since Acquisition Date, Actual | 54,400,000 | ||||||||||
Fannie May Franchise LLC [Member] | GB Chocolates LLC [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Business Acquisition Number of Retail Store Locations | 16 | ||||||||||
Goodwill | 5,800,000 | ||||||||||
Payments to Acquire Businesses, Gross | 6,400,000 | ||||||||||
Fannie May Franchise LLC [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Goodwill | 5,781,000 | ||||||||||
iFlorist [Member] | Other Assets [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Cost Method Investments | 1,600,000 | ||||||||||
iFlorist [Member] | |||||||||||
Note 4 - Acquisitions and Dispositions (Details) [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 700,000 | ||||||||||
Goodwill | 7,900,000 | 7,857,000 | 7,857,000 | 7,857,000 | |||||||
Payments to Acquire Businesses, Gross | 1,640,000 | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 19.90% | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 56.20% | ||||||||||
Business Combination, Consideration Transferred, Other | 1,964,000 | ||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $3,616,000 | ||||||||||
Fair Value Inputs, Control Premium | 20.00% |
Note_4_Acquisitions_and_Dispos3
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation of Harry and David (USD $) | Dec. 28, 2014 | Jun. 29, 2014 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |||
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation of Harry and David [Line Items] | |||
Goodwill | $99,690 | $60,166 | |
Harry and David Holdings, Inc. [Member] | |||
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation of Harry and David [Line Items] | |||
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 |
Note_4_Acquisitions_and_Dispos4
Note 4 - Acquisitions and Dispositions (Details) - Unaudited Pro Forma Financial Information (Harry and David Holdings, Inc. [Member], USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 |
Harry and David Holdings, Inc. [Member] | ||||
Note 4 - Acquisitions and Dispositions (Details) - Unaudited Pro Forma Financial Information [Line Items] | ||||
Net revenues from continuing operations | $535,896 | $526,763 | $691,575 | $681,519 |
Income from continuing operations attributable to 1-800-FLOWERS.COM, Inc. | $51,934 | $58,298 | $33,035 | $41,086 |
Diluted net income per common share attributable to 1-800-FLOWERS.COM, Inc. (in Dollars per share) | $0.78 | $0.88 | $0.50 | $0.62 |
Note_4_Acquisitions_and_Dispos5
Note 4 - Acquisitions and Dispositions (Details) - Purchase Price Allocation of Fannie May Retail Stores (USD $) | Dec. 28, 2014 | Jun. 29, 2014 | Jun. 27, 2014 |
In Thousands, unless otherwise specified | |||
Note 4 - Acquisitions and Dispositions (Details) - Purchase Price Allocation of Fannie May Retail Stores [Line Items] | |||
Goodwill | $99,690 | $60,166 | |
Fannie May Franchise LLC [Member] | |||
Note 4 - Acquisitions and Dispositions (Details) - Purchase Price Allocation of Fannie May Retail Stores [Line Items] | |||
Current assets | 105 | ||
Property, plant and equipment | 487 | ||
Goodwill | 5,781 | ||
Net assets acquired | $6,373 |
Note_4_Acquisitions_and_Dispos6
Note 4 - Acquisitions and Dispositions (Details) - Fair Value of the Acquisition Purchase Price (iFlorist) (iFlorist [Member], USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Dec. 03, 2013 | Dec. 03, 2013 |
iFlorist [Member] | ||
Note 4 - Acquisitions and Dispositions (Details) - Fair Value of the Acquisition Purchase Price (iFlorist) [Line Items] | ||
Cash | $1,640 | |
Converted debt | 1,964 | |
Initial equity investment | 1,629 | |
Noncontrolling interest | 3,616 | 3,616 |
Total purchase price | $8,849 |
Note_4_Acquisitions_and_Dispos7
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation of iFlorist (USD $) | Dec. 28, 2014 | Jun. 29, 2014 | Dec. 03, 2013 | |
In Thousands, unless otherwise specified | ||||
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation of iFlorist [Line Items] | ||||
Goodwill | $99,690 | $60,166 | ||
Scenario, Previously Reported [Member] | iFlorist [Member] | ||||
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation of iFlorist [Line Items] | ||||
Current assets | 856 | |||
Intangible assets | 3,177 | |||
Goodwill | 6,537 | |||
Property, plant and equipment | 2,006 | |||
Other assets | 30 | |||
Total assets acquired | 12,606 | |||
Current liabilities, including current maturities of long-term debt | 3,014 | |||
Deferred tax liabilities | 648 | |||
Other liabilities assumed | 95 | |||
Total liabilities assumed | 3,757 | |||
Net assets acquired | 8,849 | |||
Scenario, Adjustment [Member] | iFlorist [Member] | ||||
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation of iFlorist [Line Items] | ||||
Current assets | [1] | |||
Intangible assets | -1,709 | [1] | ||
Goodwill | 1,320 | [1] | ||
Property, plant and equipment | [1] | |||
Other assets | [1] | |||
Total assets acquired | -389 | [1] | ||
Current liabilities, including current maturities of long-term debt | [1] | |||
Deferred tax liabilities | -389 | [1] | ||
Other liabilities assumed | [1] | |||
Total liabilities assumed | -389 | [1] | ||
Net assets acquired | [1] | |||
iFlorist [Member] | ||||
Note 4 - Acquisitions and Dispositions (Details) - Puchase Price Allocation of iFlorist [Line Items] | ||||
Current assets | 856 | |||
Intangible assets | 1,468 | |||
Goodwill | 7,857 | 7,900 | ||
Property, plant and equipment | 2,006 | |||
Other assets | 30 | |||
Total assets acquired | 12,217 | |||
Current liabilities, including current maturities of long-term debt | 3,014 | |||
Deferred tax liabilities | 259 | |||
Other liabilities assumed | 95 | |||
Total liabilities assumed | 3,368 | |||
Net assets acquired | $8,849 | |||
[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. |
Note_5_Inventory_Details_Inven
Note 5 - Inventory (Details) - Inventory (USD $) | Dec. 28, 2014 | Jun. 29, 2014 |
In Thousands, unless otherwise specified | ||
Inventory [Abstract] | ||
Finished goods | $30,823 | $30,859 |
Work-in-process | 34,109 | 8,566 |
Raw materials | 5,876 | 19,095 |
$70,808 | $58,520 |
Note_6_Goodwill_and_Intangible2
Note 6 - Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | 6 Months Ended |
Dec. 28, 2014 | Dec. 28, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Asset Impairment | $0 | $0 |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 1,000,000 | 1,000,000 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 1,900,000 | 1,900,000 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 1,300,000 | 1,300,000 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 1,100,000 | 1,100,000 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 600,000 | 600,000 |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | $1,400,000 | $1,400,000 |
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. 28, 2014 | Jun. 29, 2014 | Sep. 30, 2014 | Dec. 03, 2013 |
Goodwill [Line Items] | ||||
Goodwill | $99,690 | $60,166 | ||
Other | -2 | |||
Consumer Floral [Member] | iFlorist [Member] | ||||
Goodwill [Line Items] | ||||
iFlorist measurement period adjustment | 1,320 | |||
iFlorist translation adjustment | -429 | |||
Consumer Floral [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 17,582 | 16,691 | ||
Gourmet Food & Gift Baskets [Member] | Harry and David Holdings, Inc. [Member] | ||||
Goodwill [Line Items] | ||||
Harry & David acquisition | 38,635 | |||
Gourmet Food & Gift Baskets [Member] | iFlorist [Member] | ||||
Goodwill [Line Items] | ||||
iFlorist measurement period adjustment | ||||
Gourmet Food & Gift Baskets [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 82,108 | 43,475 | ||
Other | -2 | |||
Harry and David Holdings, Inc. [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 38,635 | |||
Harry & David acquisition | 38,635 | |||
iFlorist [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 7,857 | 7,900 | ||
iFlorist measurement period adjustment | 1,320 | |||
iFlorist translation adjustment | ($429) |
Note_6_Goodwill_and_Intangible4
Note 6 - Goodwill and Intangible Assets (Details) - Other Intangible Assets (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 28, 2014 | Jun. 29, 2014 |
Intangible assets with determinable lives | ||
Gross Carrying Amount | 29,083 | $27,271 |
Accumulated Amortization | 21,788 | 20,977 |
Net | 7,295 | 6,294 |
Trademarks with indefinite lives | 51,763 | 38,322 |
Trademarks with indefinite lives | 51,763 | 38,322 |
Total identifiable intangible assets | 80,846 | 65,593 |
Total identifiable intangible assets | 21,788 | 20,977 |
Total identifiable intangible assets | 59,058 | 44,616 |
Licensing Agreements [Member] | Maximum [Member] | ||
Intangible assets with determinable lives | ||
Amortization Period | 14 years | |
Licensing Agreements [Member] | Minimum [Member] | ||
Intangible assets with determinable lives | ||
Amortization Period | 16 years | |
Licensing Agreements [Member] | ||
Intangible assets with determinable lives | ||
Gross Carrying Amount | 7,420 | 7,420 |
Accumulated Amortization | 5,674 | 5,621 |
Net | 1,746 | 1,799 |
Total identifiable intangible assets | 5,674 | 5,621 |
Customer Lists [Member] | Maximum [Member] | ||
Intangible assets with determinable lives | ||
Amortization Period | 3 years | |
Customer Lists [Member] | Minimum [Member] | ||
Intangible assets with determinable lives | ||
Amortization Period | 10 years | |
Customer Lists [Member] | ||
Intangible assets with determinable lives | ||
Gross Carrying Amount | 19,125 | 17,313 |
Accumulated Amortization | 13,576 | 12,818 |
Net | 5,549 | 4,495 |
Total identifiable intangible assets | 13,576 | 12,818 |
Other Intangible Assets [Member] | Maximum [Member] | ||
Intangible assets with determinable lives | ||
Amortization Period | 5 years | |
Other Intangible Assets [Member] | Minimum [Member] | ||
Intangible assets with determinable lives | ||
Amortization Period | 8 years | |
Other Intangible Assets [Member] | ||
Intangible assets with determinable lives | ||
Gross Carrying Amount | 2,538 | 2,538 |
Accumulated Amortization | 2,538 | 2,538 |
Total identifiable intangible assets | 2,538 | $2,538 |
Note_7_Investments_Details
Note 7 - Investments (Details) (USD $) | 3 Months Ended | 6 Months Ended | |
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 28, 2014 | Jun. 29, 2014 |
Note 7 - Investments (Details) [Line Items] | |||
Cost Method Investments | $0.70 | $0.70 | $0.80 |
Loans Receivable, Net | 0.3 | 0.3 | 0.5 |
Flores Online [Member] | |||
Note 7 - Investments (Details) [Line Items] | |||
Equity Method Investment, Ownership Percentage | 32.00% | 32.00% | |
Equity Method Investments | 3.1 | 3.1 | 3.2 |
Income (Loss) from Equity Method Investments | ($0.10) | ($0.20) |
Note_8_Debt_Details
Note 8 - Debt (Details) (USD $) | 6 Months Ended | 0 Months Ended | |||
Dec. 28, 2014 | Sep. 30, 2014 | Jun. 29, 2014 | |||
Note 8 - Debt (Details) [Line Items] | |||||
Debt Instrument, Number of Installment Payment | 20 | ||||
Debt Instrument, Principal Payment, Percentage in Year One and Two | 10.00% | ||||
Debt Instrument, Principal Payment, Percentage In Year Three and Four | 15.00% | ||||
Debt Instrument, Principal Payment, Percentage In Year Five | 20.00% | ||||
Debt Instrument, Principal Payment, Due upon Maturity | $42,750,000 | ||||
Term Loan [Member] | Credit Facility 2014 [Member] | |||||
Note 8 - Debt (Details) [Line Items] | |||||
Long-term Debt | 142,500,000 | ||||
Debt Instrument, Term | 5 years | ||||
Debt Instrument, Maturity Date | 30-Sep-19 | ||||
Term Loan [Member] | |||||
Note 8 - Debt (Details) [Line Items] | |||||
Long-term Debt | 138,938,000 | [1] | [1] | ||
Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Note 8 - Debt (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Note 8 - Debt (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||
Line of Credit [Member] | ABR [Member] | Minimum [Member] | |||||
Note 8 - Debt (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
Line of Credit [Member] | ABR [Member] | Maximum [Member] | |||||
Note 8 - Debt (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
Credit Facility 2014 [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||||
Note 8 - Debt (Details) [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | ||||
Credit Facility 2014 [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||||
Note 8 - Debt (Details) [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 200,000,000 | ||||
Credit Facility 2014 [Member] | Revolving Credit Facility [Member] | |||||
Note 8 - Debt (Details) [Line Items] | |||||
Proceeds from Lines of Credit | $136,700,000 | ||||
[1] | In order to finance the Harry & David acquisition, on September 30, 2014, the Company entered into a Credit Agreement with JPMorgan Chase Bank as administrative agent, and a group of lenders (the "2014 Credit Facility"), consisting of a $142.5 million five-year term loan (the "Term Loan") with a maturity date of September 30, 2019, and a co-terminus revolving credit facility (the "Revolver"), with a seasonally adjusted limit ranging from $100.0 to $200.0 million, which may be used for working capital (subject to applicable sublimits) and general corporate purposes. The Term Loan is payable in 20 quarterly installments of principal and interest beginning in December 2014, with escalating principal payments at the rate of 10% in years one and two, 15% in years three and four, and 20% in year five, with the remaining balance of $42.75 million due upon maturity. Upon closing of the acquisition, the Company borrowed $136.7 million under the Revolver to re-pay amounts outstanding under the Company's and Harry & David's previous credit agreements, as well as to pay acquisition-related transaction costs.The 2014 Credit Facility requires that while any borrowings are outstanding the Company comply with certain financial and non-financial covenants, including the maintenance of certain financial ratios. Outstanding amounts under the 2014 Credit Facility bear interest at the Company's option at either: (i) LIBOR, plus a spread of 175 to 250 basis points, as determined by the Company's leverage ratio, or (ii) ABR, plus a spread of 75 to 150 basis points. The 2014 Credit Agreement is secured by substantially all of the assets of the Company and the Subsidiary Guarantors. |
Note_8_Debt_Details_Current_an
Note 8 - Debt (Details) - Current and Long-Term Debt Summary (USD $) | Dec. 28, 2014 | Jun. 29, 2014 | ||
In Thousands, unless otherwise specified | ||||
Note 8 - Debt (Details) - Current and Long-Term Debt Summary [Line Items] | ||||
Revolver (1) | [1] | [1] | ||
Bank loan (2) | 269 | [2] | 343 | [2] |
Other | 425 | |||
Total debt | 139,632 | 343 | ||
Less short-term debt | 14,944 | 343 | ||
Long-term debt | 124,688 | 0 | ||
Term Loan [Member] | ||||
Note 8 - Debt (Details) - Current and Long-Term Debt Summary [Line Items] | ||||
Term Loan (1) | $138,938 | [1] | [1] | |
[1] | In order to finance the Harry & David acquisition, on September 30, 2014, the Company entered into a Credit Agreement with JPMorgan Chase Bank as administrative agent, and a group of lenders (the "2014 Credit Facility"), consisting of a $142.5 million five-year term loan (the "Term Loan") with a maturity date of September 30, 2019, and a co-terminus revolving credit facility (the "Revolver"), with a seasonally adjusted limit ranging from $100.0 to $200.0 million, which may be used for working capital (subject to applicable sublimits) and general corporate purposes. The Term Loan is payable in 20 quarterly installments of principal and interest beginning in December 2014, with escalating principal payments at the rate of 10% in years one and two, 15% in years three and four, and 20% in year five, with the remaining balance of $42.75 million due upon maturity. Upon closing of the acquisition, the Company borrowed $136.7 million under the Revolver to re-pay amounts outstanding under the Company's and Harry & David's previous credit agreements, as well as to pay acquisition-related transaction costs.The 2014 Credit Facility requires that while any borrowings are outstanding the Company comply with certain financial and non-financial covenants, including the maintenance of certain financial ratios. Outstanding amounts under the 2014 Credit Facility bear interest at the Company's option at either: (i) LIBOR, plus a spread of 175 to 250 basis points, as determined by the Company's leverage ratio, or (ii) ABR, plus a spread of 75 to 150 basis points. The 2014 Credit Agreement is secured by substantially all of the assets of the Company and the Subsidiary Guarantors. | |||
[2] | Bank loan assumed through the Company's acquisition of a majority interest in iFlorist. |
Note_9_Fire_at_the_Fannie_May_2
Note 9 - Fire at the Fannie May Warehouse and Distribution Facility (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | |
Nov. 28, 2014 | Jan. 01, 2014 | Dec. 28, 2014 | Dec. 28, 2014 | |
Note 9 - Fire at the Fannie May Warehouse and Distribution Facility (Details) [Line Items] | ||||
Insurance Recoveries | $30,000,000 | |||
Proceeds from Insurance, Advanced of Funds | 15,000,000 | |||
Insurance Receivable, Current | 14,945,000 | 14,945,000 | ||
Sales [Member] | ||||
Note 9 - Fire at the Fannie May Warehouse and Distribution Facility (Details) [Line Items] | ||||
Insurance Recoveries | 0 | |||
Fire [Member] | ||||
Note 9 - Fire at the Fannie May Warehouse and Distribution Facility (Details) [Line Items] | ||||
Nonrecurring Item, Estimate of Sales Loss, Gross | 13,800,000 | 13,800,000 | ||
Nonrecurring Item, Estimate of Income Loss, Gross | 5,600,000 | 5,600,000 | ||
Insurance Recoveries | 29,900,000 | |||
Other Nonrecurring (Income) Expense | 29,900,000 | |||
Inventory Write-down | 29,500,000 | |||
Proceeds from Insurance, Advanced of Funds | 15,000,000 | 15,000,000 | ||
Insurance Receivable, Current | $14,900,000 | $14,900,000 |
Note_9_Fire_at_the_Fannie_May_3
Note 9 - Fire at the Fannie May Warehouse and Distribution Facility (Details) - Incremental Costs Related to Fannie May Warehouse Fire (USD $) | 0 Months Ended | 6 Months Ended |
Jan. 01, 2014 | Dec. 28, 2014 | |
Note 9 - Fire at the Fannie May Warehouse and Distribution Facility (Details) - Incremental Costs Related to Fannie May Warehouse Fire [Line Items] | ||
Less: Fire related recoveries | ($30,000,000) | |
Fire [Member] | ||
Note 9 - Fire at the Fannie May Warehouse and Distribution Facility (Details) - Incremental Costs Related to Fannie May Warehouse Fire [Line Items] | ||
Loss on inventory | 29,522,000 | |
Other fire related costs | 422,000 | |
29,944,000 | ||
Less: Fire related recoveries | ($29,944,000) |
Note_10_Fair_Value_Measurement2
Note 10 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value (USD $) | Dec. 28, 2014 | Jun. 29, 2014 | ||
In Thousands, unless otherwise specified | ||||
Note 10 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value [Line Items] | ||||
Trading securities held in a “rabbi trust†| $2,544 | [1] | $2,146 | [1] |
Total fair falue disclosure | 2,544 | 2,146 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Note 10 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value [Line Items] | ||||
Trading securities held in a “rabbi trust†| 2,544 | [1] | 2,146 | [1] |
Total fair falue disclosure | 2,544 | 2,146 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Note 10 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value [Line Items] | ||||
Trading securities held in a “rabbi trust†| [1] | [1] | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Note 10 - Fair Value Measurements (Details) - Assets and Liabilities Measured at Fair Value [Line Items] | ||||
Trading securities held in a “rabbi trust†| [1] | [1] | ||
[1] | The Company maintains a Non-qualified Deferred Compensation Plan for certain members of senior management. Deferred compensation is invested in mutual funds held in a "rabbi trust" which is restricted for payment to participants of the NQDC Plan. Trading securities held in the trust are measured using quoted market prices at the reporting date and are included in Other assets, with the corresponding liability included in Other liabilities, in the consolidated balance sheets. |
Note_11_Income_Taxes_Details
Note 11 - Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Jun. 29, 2014 |
Income Tax Disclosure [Abstract] | |||||
Effective Income Tax Rate Reconciliation, Percent | 36.90% | 38.20% | 36.80% | 38.20% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | |||
Unrecognized Tax Benefits (in Dollars) | $0.60 | $0.60 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued (in Dollars) | $0.10 | $0.10 |
Note_12_Business_Segments_Deta
Note 12 - Business Segments (Details) (USD $) | 6 Months Ended | 0 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 28, 2014 | Nov. 28, 2014 | Dec. 28, 2014 | Sep. 28, 2014 |
Note 12 - Business Segments (Details) [Line Items] | ||||
Number of Reportable Segments | 3 | |||
Fire [Member] | ||||
Note 12 - Business Segments (Details) [Line Items] | ||||
Nonrecurring Item, Estimate of Sales Loss, Gross | 13.8 | $13.80 | ||
Nonrecurring Item, Estimate of Income Loss, Gross | 5.6 | 5.6 | ||
Harry and David Holdings, Inc. [Member] | ||||
Note 12 - Business Segments (Details) [Line Items] | ||||
Business Acquisition, Transaction Costs | 4.5 | $4.50 | $3.80 |
Note_12_Business_Segments_Deta1
Note 12 - Business Segments (Details) - Segment Performance (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 28, 2014 | Dec. 29, 2013 |
Segment Net Revenues: | ||||
Net Revenue | $534,275 | $266,337 | $660,978 | $389,385 |
Segment Contribution Margin: | ||||
Contribution Margin | 106,650 | 46,249 | 117,962 | 57,070 |
Depreciation and amortization | -8,679 | -5,036 | -13,780 | -9,725 |
Operating income | 74,833 | 28,699 | 68,205 | 21,618 |
Consumer Floral [Member] | ||||
Segment Net Revenues: | ||||
Net Revenue | 99,600 | 97,133 | 173,998 | 168,682 |
Segment Contribution Margin: | ||||
Contribution Margin | 9,527 | 8,680 | 16,777 | 15,109 |
BloomNet Wire Service [Member] | ||||
Segment Net Revenues: | ||||
Net Revenue | 20,110 | 19,912 | 40,121 | 40,258 |
Segment Contribution Margin: | ||||
Contribution Margin | 6,668 | 6,525 | 13,165 | 12,964 |
Gourmet Food & Gift Baskets [Member] | ||||
Segment Net Revenues: | ||||
Net Revenue | 414,669 | 149,624 | 447,028 | 180,863 |
Segment Contribution Margin: | ||||
Contribution Margin | 90,455 | 31,044 | 88,020 | 28,997 |
Corporate Segment [Member] | ||||
Segment Net Revenues: | ||||
Net Revenue | 312 | 203 | 512 | 398 |
Segment Contribution Margin: | ||||
Corporate (**) | -23,138 | -12,514 | -35,977 | -25,727 |
Intersegment Eliminations [Member] | ||||
Segment Net Revenues: | ||||
Net Revenue | ($416) | ($535) | ($681) | ($816) |
Note_13_Discontinued_Operation2
Note 13 - Discontinued Operations (Details) - Results for Discontinued Operations (USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 29, 2013 |
Results for Discontinued Operations [Abstract] | ||
Net revenues from discontinued operations | $755 | $1,661 |
Loss from discontinued operations, net of tax | -374 | -456 |
Adjustment to loss on sale of discontinued operations, net of tax | 877 | 877 |
Income from discontinued operations, net of tax | $503 | $421 |
Note_14_Commitments_and_Contin2
Note 14 - Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | ||
Jan. 29, 2015 | Mar. 15, 2012 | Mar. 06, 2012 | Dec. 28, 2014 | |
Subsequent Event [Member] | Edible Arrangements LLC and Edible Arrangements International, LLC [Member] | ||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $101,436,000 | |||
Class Action 2 [Member] | Minimum [Member] | ||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | ||||
Loss Contingency, Damages Sought, Value | 5,000,000 | |||
Class Action 1 [Member] | Minimum [Member] | ||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | ||||
Loss Contingency, Damages Sought, Value | 5,000,000 | |||
Edible Arrangements LLC and Edible Arrangements International, LLC [Member] | ||||
Note 14 - Commitments and Contingencies (Details) [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $97,411,000 |
Note_14_Commitments_and_Contin3
Note 14 - Commitments and Contingencies (Details) - Future Minimum Payments under Non-Cancelable Operating Leases (USD $) | Dec. 28, 2014 |
In Thousands, unless otherwise specified | |
Future Minimum Payments under Non-Cancelable Operating Leases [Abstract] | |
2015 | $11,204 |
2016 | 20,728 |
2017 | 17,992 |
2018 | 14,249 |
2019 | 10,494 |
Thereafter | 47,118 |
Total minimum lease payments | $121,785 |