Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Apr. 02, 2017 | May 04, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | 1 800 FLOWERS COM INC | |
Entity Central Index Key | 1,084,869 | |
Trading Symbol | flws | |
Current Fiscal Year End Date | --07-02 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Type | 10-Q | |
Document Period End Date | Apr. 2, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 35,352,095 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 29,983,004 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Apr. 02, 2017 | Jul. 03, 2016 |
Assets | ||
Cash and cash equivalents | $ 56,765 | $ 27,826 |
Trade receivables, net | 21,549 | 19,123 |
Inventories | 63,713 | 103,328 |
Prepaid and other | 17,388 | 16,382 |
Assets held for sale | 91,822 | |
Total current assets | 251,237 | 166,659 |
Property, plant and equipment, net | 154,668 | 171,362 |
Goodwill | 62,767 | 77,667 |
Other intangibles, net | 61,441 | 79,000 |
Other assets | 9,685 | 8,253 |
Total assets | 539,798 | 502,941 |
Liabilities and Stockholders' Equity | ||
Accounts payable | 19,457 | 35,201 |
Accrued expenses | 87,921 | 66,066 |
Current maturities of long-term debt | 6,469 | 19,594 |
Liabilities held for sale | 4,428 | |
Total current liabilities | 118,275 | 120,861 |
Long-term debt | 103,300 | 94,396 |
Deferred tax liabilities | 33,628 | 35,517 |
Other liabilities | 9,225 | 9,581 |
Total liabilities | 264,428 | 260,355 |
Total stockholders' equity | 275,370 | 242,586 |
Total liabilities and stockholders' equity | $ 539,798 | $ 502,941 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 02, 2017 | Mar. 27, 2016 | Apr. 02, 2017 | Mar. 27, 2016 | |
Net revenues | $ 233,715 | $ 234,207 | $ 954,097 | $ 938,629 |
Cost of revenues | 140,134 | 137,486 | 532,135 | 521,816 |
Gross profit | 93,581 | 96,721 | 421,962 | 416,813 |
Operating expenses: | ||||
Marketing and sales | 70,158 | 71,502 | 245,112 | 243,567 |
Technology and development | 10,254 | 9,903 | 29,591 | 29,059 |
General and administrative | 20,962 | 21,006 | 64,446 | 61,032 |
Depreciation and amortization | 8,492 | 7,546 | 25,656 | 24,279 |
Total operating expenses | 109,866 | 109,957 | 364,805 | 357,937 |
Operating income (loss) | (16,285) | (13,236) | 57,157 | 58,876 |
Interest expense, net | 1,191 | 1,239 | 4,796 | 5,292 |
Other (income) expense, net | (421) | 145 | (570) | (15,151) |
Income (loss) before income taxes | (17,055) | (14,620) | 52,931 | 68,735 |
Income tax expense (benefit) | (5,925) | (5,494) | 16,903 | 21,813 |
Net income (loss) | (11,130) | (9,126) | 36,028 | 46,922 |
Less: Net loss attributable to noncontrolling interest | (1,007) | |||
Net income (loss) attributable to 1-800-FLOWERS.COM, Inc. | $ (11,130) | $ (9,126) | $ 36,028 | $ 47,929 |
Basic net income (loss) per common share attributable to 1-800-FLOWERS.COM, Inc. (in dollars per share) | $ (0.17) | $ (0.14) | $ 0.55 | $ 0.74 |
Diluted net income (loss) per common share attributable to 1-800-FLOWERS.COM, Inc. (in dollars per share) | $ (0.17) | $ (0.14) | $ 0.53 | $ 0.71 |
Weighted average shares used in the calculation of net income (loss) per common share: | ||||
Basic (in shares) | 65,199 | 64,687 | 65,169 | 64,724 |
Diluted (in shares) | 65,199 | 64,687 | 67,747 | 67,053 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 02, 2017 | Mar. 27, 2016 | Apr. 02, 2017 | Mar. 27, 2016 | |
Net income (loss) | $ (11,130) | $ (9,126) | $ 36,028 | $ 46,922 |
Other comprehensive income/(loss) (currency translation) | (100) | (6) | (19) | 231 |
Comprehensive income (loss) | (11,230) | (9,132) | 36,009 | 47,153 |
Net loss attributable to noncontrolling interest | (1,007) | |||
Other comprehensive income (loss) (currency translation) attributable to noncontrolling interest | 87 | |||
Comprehensive net loss attributable to noncontrolling interest | (920) | |||
Comprehensive income (loss) attributable to 1-800-FLOWERS.COM, Inc. | $ (11,230) | $ (9,132) | $ 36,009 | $ 48,073 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Operating activities: | ||
Net income | $ 36,028 | $ 46,922 |
Reconciliation of net income to net cash provided by operating activities, net of acquisitions: | ||
Depreciation and amortization | 25,656 | 24,279 |
Amortization of deferred financing costs | 1,285 | 1,209 |
Deferred income taxes | (1,889) | (1,793) |
Foreign equity method investment impairment | 1,728 | |
Loss on sale/impairment of iFlorist | 2,121 | |
Bad debt expense | 935 | 973 |
Stock-based compensation | 4,784 | 4,831 |
Other non-cash items | (227) | 299 |
Changes in operating items: | ||
Trade receivables | (13,595) | (15,090) |
Insurance receivable | 3,053 | |
Inventories | 892 | (2,488) |
Prepaid and other | (2,030) | 156 |
Accounts payable and accrued expenses | 9,670 | 10,453 |
Other assets | (34) | (47) |
Other liabilities | (267) | 412 |
Net cash provided by operating activities | 61,208 | 77,018 |
Investing activities: | ||
Capital expenditures, net of non-cash expenditures | (18,753) | (20,022) |
Net cash used in investing activities | (18,753) | (20,022) |
Financing activities: | ||
Acquisition of treasury stock | (8,277) | (12,958) |
Proceeds from exercise of employee stock options | 268 | 700 |
Proceeds from bank borrowings | 181,000 | 178,000 |
Repayment of notes payable and bank borrowings | (185,000) | (188,980) |
Debt issuance costs | (1,507) | |
Other | (2) | |
Net cash used in financing activities | (13,516) | (23,240) |
Net change in cash and cash equivalents | 28,939 | 33,756 |
Cash and cash equivalents: | ||
Beginning of period | 27,826 | 27,940 |
End of period | $ 56,765 | $ 61,696 |
Note 1 - Accounting Policies
Note 1 - Accounting Policies | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1 – Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by 1 800 Company”) in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10 10 three nine April 2, 2017 may July 2, 2017. 10 July 3, 2016. The Company ’s quarterly results may second 50% third fourth first 2016, March 27th, third 2017, April 16th, third fourth 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 accompanyin g notes. Actual results could differ from those estimates. Recent Accounting Pronouncements In May 2014, 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 June 30, 2019 may In April 2015, 2015 03, Simplifying the Presentation of Debt Issuance Costs,” which amends ASC 835 30, 2015 03 July 4, 2016 $3.6 July 3, 2016. In July 2015, 2015 11, Inventory (Topic 330).” 2015 11 July 1, 2018. 2015 11 In January 2016, 2016 01, – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company's fiscal year ending June 30, 2019. In February 201 6, 2016 02, 842).” June 28, 2020. In March 2016, 2016 09, 2016 09 2016 09 2016 09, second 2017. $0.1 $0.9 for the three nine April 2, 2017. 700,000 nine April 2, 2017, 2017, In June 2016, 2016 13, Financial Instruments-Credit Losses (Topic 326): 2016 13 2016 13 July 4, 2021, In January 2017, 2017 01, 805): 2017 01)," 2017 01 the Company's fiscal year ending June 30, 2019, and should be applied In January 2017, 2017 04, 350): 2017 04)," two 2017 04, July 4, 2021, We do not expect the standard to have a material impact on our consolidated financial statements. Reclassifications Certain balances in the prior fiscal years have been reclassified to conform to the presentation in the current fiscal year. See “ Recent Accounting Pronouncements” above regarding the impact of our adoption of ASU No. 2015 03 2015 17. |
Note 2 - Net Income Per Common
Note 2 - Net Income Per Common Share | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 2 – Net Income Per Common Share The following table sets forth the computation of basic and diluted net income per common share: Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 (in thousands, except per share data, Numerator: Net income (loss) $ (11,130 ) $ (9,126 ) $ 36,028 $ 46,922 Less: Net loss attributable to noncontrolling interest - - (1,007 ) Income attributable to 1-800-FLOWERS.COM, Inc. $ (11,130 ) $ (9,126 ) $ 36,028 $ 47,929 Denominator: Weighted average shares outstanding 65,199 64,687 65,169 64,724 Effect of dilutive securities: Employee s tock options (1) - - 1,511 1,428 Employee restricted stock awards - - 1,067 901 - - 2,578 2,329 Adjusted weighted-average shares and assumed conversions 65,199 64,687 67,747 67,053 Net income per common share attributable to 1-800-FLOWERS.COM, Inc. Basic $ (0.17 ) $ (0.14 ) $ 0.55 $ 0.74 Diluted $ (0.17 ) $ (0.14 ) $ 0.53 $ 0.71 Note (1): 0.0 0.1 three nine April 2 2017 0.1 three nine March 27, 2016, net income per share on a diluted basis as their effect is anti-dilutive. Note (2): 1 800 three April 2, 2017 March 27, 2016, no |
Note 3 - Stock-based Compensati
Note 3 - Stock-based Compensation | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
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 13 ’s Annual Report on Form 10 July 3, 2016, The amounts of stock-based compensation expense recognized in the periods presented are as follows: Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 (in thousands, unaudited) Stock options $ 110 $ 112 $ 337 $ 314 Restricted stock 1,176 1,538 4,447 4,517 Total 1,286 1,650 4,784 4,831 Deferred income tax benefit 387 491 1,528 1,533 Stock-based compensation expense, net $ 899 $ 1,159 $ 3,256 $ 3,298 Stock-based compensation is recorded within the following line items of operating expenses: Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 (in thousands, Marketing and sales $ 342 $ 586 $ 1,384 $ 1,781 Technology and development 71 91 267 411 General and administrative 873 973 3,133 2,639 Total $ 1,286 $ 1,650 $ 4,784 $ 4,831 The following table summarizes stock option activity during the nine months ended April 2, 2017 (unaudited) : Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (000s) Outstanding at July 3, 2016 2,182,234 $ 2.49 Granted - $ - Exercised (51,500 ) $ 5.20 Forfeited - $ - Outstanding at April 2, 2017 2,130,734 $ 2.43 $ 16,566 Options vested or expected to vest at April 2, 2017 2,130,734 $ 2.43 $ 16,566 Exercisable at April 2, 2017 1,471,734 $ 2.37 $ 11,530 As of April 2, 2017, $1.0 2.2 The Company grants shares of Common Stock to its employees that are subject to r estrictions on transfer and risk of forfeiture until fulfillment of applicable service and performance conditions and, in certain cases, holding periods (Restricted Stock). The following table summarizes the activity of non-vested restricted stock awards during the nine April 2, 2017 (unaudited) : Shares Weighted Average Grant Date Fair Value Non-vested at July 3, 2016 2,017,069 $ 6.78 Granted 814,406 $ 9.88 Vested (885,502 ) $ 6.83 Forfeited (473,494 ) $ 9.77 Non-vested at April 2, 2017 1,472,479 $ 7.50 The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of April 2, 2017, $6.9 2.2 |
Note 4 - Dispositions
Note 4 - Dispositions | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 4 Pending disposition of Fannie May On March 15, 2017, and Ferrero International S.A., a Luxembourg corporation (“Ferrero”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which Ferrero will purchase from the Company all of the outstanding equity of Fannie May May May”) May $115.0 errero. The closing of the Acquisition is expected to be on May 30, 2017 May May May The Company determined that the Fannie May 360 10 45 9, Further, per 360 10 35 43, . The Company compared Fannie May's carrying amount to its fair value less estimated costs to sell, and determined that the disposal group should be measured at its carrying amount as of April 2, 2017. The assets and liabilities of Fannie May April 2, 2017. May April 2, 2017: Fannie May - Held for sale assets and liabilities (in thousands, unaudited) Assets: Trade receivables, net 9,325 Inventories 38,724 Prepaid and other 1,024 Property, plant and equipment, net 11,087 Goodwill (Note 1) 14,900 Other intangibles, net 16,572 Other assets 190 Total assets held for sale $ 91,822 Liabilities: Accounts payable $ 1,387 Accrued expenses 1,264 Other liabilities 1,777 Total liabilities held for sale $ 4,428 Note (1) 350 20 40, May $14.9 May May 15, 1 Company’s annual report on Form 10 July 3, 2016. Disposition of Colonial Gifts Limited ("iFlorist") During the quarter ended September 27, 2015, ’s management committed to a plan to sell its iFlorist business in order to focus its internal resources and capital on integrating and achieving synergy savings with respect to its acquisition of Harry & David, which was completed on September 30, 2014. 360 10 45 9, September 27, 2015. ($3.4 ($1.5 $1.9 September 27, 2015. October 2015, $1.5 December 27, 2015, $0.2 |
Note 5 - Inventory
Note 5 - Inventory | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
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 sale, packaging supplies, crops, raw material ingredients for manufactured products and associated manufacturing labor and is classified as follows: April 2, 201 7 July 3, 2016 (in thousands) Finished goods $ 30,602 $ 44,264 Work-in-process 26,800 24,573 Raw materials 6,311 34,491 Total inventory $ 63,713 $ 103,328 Inventories to be disposed of as a result of the Fannie May April 2, 2017, Note 4 |
Note 6 - Goodwill and Intangibl
Note 6 - Goodwill and Intangible Assets | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 6 – Goodwill and Intangible Assets The following table presents goodwill by segment and the related change in the net carrying amount: 1-800-Flowers.com Consumer Floral BloomNet Wire Service Gourmet Food & Gift Baskets (1) Total (in thousands) Balance at July 3, 2016 $ 17,441 $ - $ 60,226 $ 77,667 Goodwill reclassified to assets held for sale (see Note 4 - - 14,900 14,900 Balance at April 2, 2017 $ 17,441 $ - $ 45,326 $ 62,767 (1) The total carrying amount of goodwill for all periods in the table above is reflected net of $71.1 recorded in the Gourmet Food & Gift Baskets segment during fiscal 2009. The Company ’s other intangible assets consist of the following: April 2 , 201 7 July 3, 2016 Amortization Period Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net (in years) (in thousands) Intangible assets with determinable lives Investment in licenses 14 - 16 $ 7,420 $ 5,911 $ 1,509 $ 7,420 $ 5,832 $ 1,588 Customer lists 3 - 10 12,184 7,920 4,264 21,144 15,960 5,184 Other 5 - 14 2,946 2,017 929 3,665 2,698 967 Total intangible assets with determinable lives 22,550 15,848 6,702 32,229 24,490 7,739 Trademarks with indefinite lives 54,739 - 54,739 71,261 - 71,261 Total identifiable intangible assets $ 77,289 $ 15,848 $ 61,441 $ 103,490 $ 24,490 $ 79,000 Trademarks and customer lists to be disposed of as a result of the Fannie May April 2, 2017, Note 4 Intangible assets are reviewed for impairmen t whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may 2017 $0.4 2018 $1.3 2019 $0.7 2020 $0.6 2021 $0.6million $3.1million. |
Note 7 - Investments
Note 7 - Investments | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
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% 50%, The Company ’s equity method investment is comprised of a 29.0% May 31, 2012. $1.1 April 2, 2017 July 3, 2016, three nine April 2, 2017 March 27, 2016 $0.1 September 27, 2015, ($1.2 ($2.9 $1.7 nine March 27, 2016. Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significa nt influence, are accounted for under the cost method. Cost method investments are originally recorded at cost, and are included within the “Other assets” line item within the Company’s consolidated balance sheets. The aggregate carrying amount of the Company’s cost method investments was $1.7 $1.5 Note 4 April 2, 2017 July 3, 2016. The Company also holds certain trading securities associated with its Non-Qualified Deferred C ompensation Plan (“NQDC Plan”). These investments are measured using quoted market prices at the reporting date and are included within the “Other assets” line item in the condensed 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 | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 8 –Debt The Company ’s current and long-term debt consists of the following: April 2, 2017 July 3, 2016 (in thousands) Revolver (1) $ - $ - Term Loan (1) 113,563 117,563 Deferred financing costs (3,794 ) (3,573 ) Total debt 109,769 113,990 Less: current debt 6,469 19,594 Long-term debt $ 103,300 $ 94,396 (1) December 23, 2016 , the Company “2016 with JPMorgan Chase Bank as administrative agent, and a group of lenders. 2016 ’s credit agreement dated as of September 30, 2014 “2014 $115.0 two December 23, 2021. 19 April 2, 2017, 5% one, 7.5% two, 10% three, 12.5% four, 15% five, $61.8 $200 $100 January 1 August 1, may For each borrowing under the 2016 may (1) 0.75% 1.5%, 0.5% 1% (2) 1.75% 2.5%, 2016 The Company was in compliance with these covenants as of April 2, 2017. 2016 Future principal payments under the term loan are as fo llows: $1.5 2017, $7.2 2018, $10.1 2019, $12.9 2020, $15.8 2021, $66.1 |
Note 9 - Property, Plant and Eq
Note 9 - Property, Plant and Equipment | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 9 The Company ’s property, plant and equipment consists of the following: April 2, 2017 July 3, 2016 (in thousands) Land $ 30,789 $ 30,789 Orchards in production and land improvements 9,564 9,483 Building and building improvements 56,407 54,950 Leasehold improvements 11,378 21,584 Production equipment and furniture and fixtures 44,887 72,912 Computer and telecommunication equipment 53,609 52,737 Software 123,800 136,333 Capital projects in progress - orchards 8,615 8,513 Property, plant and equipment, gross 339,049 387,301 Accumulated depreciation and amortization (184,381 ) (215,939 ) Property, plant and equipment, net $ 154,668 $ 171,362 Property, plant and equipment to be disposed of as a result of the Fannie May April 2, 2017, Note 4 |
Note 10 - Fair Value Measuremen
Note 10 - Fair Value Measurements | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 10 Cash and cash equivalents, trade and other receivables, accounts payable and accrued expenses are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. Although no trading market exists, the Company believes that the carrying amount of its debt approximates fair value due to its variable nature. The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment, when an event or circumstances indicate that an other-than-temporary decline in value may may may 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 3 three 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: Fair Value Measurements - Assets (Liabilities) Carrying Value Level 1 Level 2 Level 3 (in thousands) Assets (liabilities) as of April 2, 2017: Trading securities held in a “ rabbi trust” (1) $ 6,538 $ 6,538 $ $ $ 6,538 $ 6,538 $ $ Assets (liabilities) as of July 3, 2016: Trading securities held in a “ rabbi trust” (1) $ 4,852 $ 4,852 $ - $ - $ 4,852 $ 4,852 $ - $ - (1) The Company has established a Non-qualified Deferred Compensation Plan for certain members of senior management. Deferred compensation plan assets are invested in mutual funds held in a “ rabbi trust” which is restricted for payment to participants of the NQDC Plan. Trading securities held in a rabbi trust are measured using quoted market prices at the reporting date and are included in the “Other assets” line item, with the corresponding liability included in the “Other liabilities” line item in the consolidated balance sheets. |
Note 11 - Income Taxes
Note 11 - Income Taxes | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
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 periods. The Company's effective tax rate from operations for the three nine April 2, 2017 34.7% 31.9% 37.6% 31.7% 2017 35% , including excess tax benefits on stock based compensation as a result of the Company's early adoption of ASU 2016 09 Note 1 partially offset by state income taxes. 2016 35% December 2015, October 2015, The Company files income tax returns in the U .S. federal jurisdiction, various state jurisdictions, and various foreign countries. The Company concluded its U.S. federal examination for fiscal 2014, 2015 2016 2012. 2012. The Company' s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At April 2, 2017 $0.4 $0.1 none twelve |
Note 12 - Business Segments
Note 12 - Business Segments | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
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 • 1 800 • 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 expe nses of the segments. As such, management’s measure of profitability for these segments does not include the effect of corporate overhead (see (a) below), nor does it include depreciation and amortization, other (income) expense, net and income taxes, or stock-based compensation and certain acquisition/integration 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. Net revenues: Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 Segment Net Revenues: 1-800-Flowers.com Consumer Floral $ 124,684 $ 113,182 $ 297,707 $ 280,956 BloomNet Wire Service 24,091 22,517 65,557 63,740 Gourmet Food & Gift Baskets 85,611 99,096 592,295 595,006 Corporate 260 262 839 817 Intercompany eliminations (931 ) (850 ) (2,301 ) (1,890 ) Total net revenues $ 233,715 $ 234,207 $ 954,097 $ 938,629 Operating Income: Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 Segment Contribution Margin: 1-800-Flowers.com Consumer Floral $ 15,863 $ 13,748 $ 37,172 $ 33,031 BloomNet Wire Service 8,245 7,747 23,713 22,017 Gourmet Food & Gift Baskets (10,776 ) (6,753 ) 84,544 88,626 Segment Contribution Margin Subtotal 13,332 14,742 145,429 143,674 Corporate (a) (21,125 ) (20,432 ) (62,616 ) (60,519 ) Depreciation and amortization 8,492 7,546 25,656 24,279 Operating income (loss) $ (16,285 ) $ (13,236 ) $ 57,157 $ 58,876 (a) Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as Stock-Based Compensation. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above categories based upon usage, are included within corporate expenses as they are not directly allocable to a specific segment. |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 13 – Commitments and Contingencies Litigation There are various claims, lawsuits, and pending actions against the Company and its subsidiaries incident to the operations of its businesses. It is the opinion of management, after consultation with counsel, that the ultimate resolution of such claims, lawsuits and pending actions will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. |
Note 14 - Fire at the Fannie Ma
Note 14 - Fire at the Fannie May Warehouse and Distribution Facility | 9 Months Ended |
Apr. 02, 2017 | |
Notes to Financial Statements | |
Nonrecurring Items [Text Block] | Note 14. Fannie May On November 27, 2014, and all Fannie May May 2015 May 2015, 2016. The following table reflects the costs related to the fire and the insurance recovery and associated gain as of September 27, 2015: Fire-related Insurance Recovery (in thousands) Loss on inventory $ 29,587 Other fire related costs 5,802 Total fire related costs 35,389 Less: fire related insurance recoveries (55,000 ) Fire related gain $ (19,611 ) During the three September 27, 2015, three December 27, 2015, from its Fannie May $55.0 $29.6 $5.8 $19.6 nine March 27, 2016. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 02, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by 1 800 Company”) in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10 10 three nine April 2, 2017 may July 2, 2017. 10 July 3, 2016. The Company ’s quarterly results may second 50% third fourth first 2016, March 27th, third 2017, April 16th, third fourth |
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 accompanyin g notes. Actual results could differ from those estimates. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, 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 June 30, 2019 may In April 2015, 2015 03, Simplifying the Presentation of Debt Issuance Costs,” which amends ASC 835 30, 2015 03 July 4, 2016 $3.6 July 3, 2016. In July 2015, 2015 11, Inventory (Topic 330).” 2015 11 July 1, 2018. 2015 11 In January 2016, 2016 01, – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company's fiscal year ending June 30, 2019. In February 201 6, 2016 02, 842).” June 28, 2020. In March 2016, 2016 09, 2016 09 2016 09 2016 09, second 2017. $0.1 $0.9 for the three nine April 2, 2017. 700,000 nine April 2, 2017, 2017, In June 2016, 2016 13, Financial Instruments-Credit Losses (Topic 326): 2016 13 2016 13 July 4, 2021, In January 2017, 2017 01, 805): 2017 01)," 2017 01 the Company's fiscal year ending June 30, 2019, and should be applied In January 2017, 2017 04, 350): 2017 04)," two 2017 04, July 4, 2021, We do not expect the standard to have a material impact on our 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. See “ Recent Accounting Pronouncements” above regarding the impact of our adoption of ASU No. 2015 03 2015 17. |
Note 2 - Net Income Per Commo21
Note 2 - Net Income Per Common Share (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 (in thousands, except per share data, Numerator: Net income (loss) $ (11,130 ) $ (9,126 ) $ 36,028 $ 46,922 Less: Net loss attributable to noncontrolling interest - - (1,007 ) Income attributable to 1-800-FLOWERS.COM, Inc. $ (11,130 ) $ (9,126 ) $ 36,028 $ 47,929 Denominator: Weighted average shares outstanding 65,199 64,687 65,169 64,724 Effect of dilutive securities: Employee s tock options (1) - - 1,511 1,428 Employee restricted stock awards - - 1,067 901 - - 2,578 2,329 Adjusted weighted-average shares and assumed conversions 65,199 64,687 67,747 67,053 Net income per common share attributable to 1-800-FLOWERS.COM, Inc. Basic $ (0.17 ) $ (0.14 ) $ 0.55 $ 0.74 Diluted $ (0.17 ) $ (0.14 ) $ 0.53 $ 0.71 |
Note 3 - Stock-based Compensa22
Note 3 - Stock-based Compensation (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 (in thousands, unaudited) Stock options $ 110 $ 112 $ 337 $ 314 Restricted stock 1,176 1,538 4,447 4,517 Total 1,286 1,650 4,784 4,831 Deferred income tax benefit 387 491 1,528 1,533 Stock-based compensation expense, net $ 899 $ 1,159 $ 3,256 $ 3,298 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 (in thousands, Marketing and sales $ 342 $ 586 $ 1,384 $ 1,781 Technology and development 71 91 267 411 General and administrative 873 973 3,133 2,639 Total $ 1,286 $ 1,650 $ 4,784 $ 4,831 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (000s) Outstanding at July 3, 2016 2,182,234 $ 2.49 Granted - $ - Exercised (51,500 ) $ 5.20 Forfeited - $ - Outstanding at April 2, 2017 2,130,734 $ 2.43 $ 16,566 Options vested or expected to vest at April 2, 2017 2,130,734 $ 2.43 $ 16,566 Exercisable at April 2, 2017 1,471,734 $ 2.37 $ 11,530 |
Schedule of Nonvested Share Activity [Table Text Block] | Shares Weighted Average Grant Date Fair Value Non-vested at July 3, 2016 2,017,069 $ 6.78 Granted 814,406 $ 9.88 Vested (885,502 ) $ 6.83 Forfeited (473,494 ) $ 9.77 Non-vested at April 2, 2017 1,472,479 $ 7.50 |
Note 4 - Dispositions (Tables)
Note 4 - Dispositions (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Fannie May - Held for sale assets and liabilities (in thousands, unaudited) Assets: Trade receivables, net 9,325 Inventories 38,724 Prepaid and other 1,024 Property, plant and equipment, net 11,087 Goodwill (Note 1) 14,900 Other intangibles, net 16,572 Other assets 190 Total assets held for sale $ 91,822 Liabilities: Accounts payable $ 1,387 Accrued expenses 1,264 Other liabilities 1,777 Total liabilities held for sale $ 4,428 |
Note 5 - Inventory (Tables)
Note 5 - Inventory (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | April 2, 201 7 July 3, 2016 (in thousands) Finished goods $ 30,602 $ 44,264 Work-in-process 26,800 24,573 Raw materials 6,311 34,491 Total inventory $ 63,713 $ 103,328 |
Note 6 - Goodwill and Intangi25
Note 6 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | 1-800-Flowers.com Consumer Floral BloomNet Wire Service Gourmet Food & Gift Baskets (1) Total (in thousands) Balance at July 3, 2016 $ 17,441 $ - $ 60,226 $ 77,667 Goodwill reclassified to assets held for sale (see Note 4 - - 14,900 14,900 Balance at April 2, 2017 $ 17,441 $ - $ 45,326 $ 62,767 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block] | April 2 , 201 7 July 3, 2016 Amortization Period Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net (in years) (in thousands) Intangible assets with determinable lives Investment in licenses 14 - 16 $ 7,420 $ 5,911 $ 1,509 $ 7,420 $ 5,832 $ 1,588 Customer lists 3 - 10 12,184 7,920 4,264 21,144 15,960 5,184 Other 5 - 14 2,946 2,017 929 3,665 2,698 967 Total intangible assets with determinable lives 22,550 15,848 6,702 32,229 24,490 7,739 Trademarks with indefinite lives 54,739 - 54,739 71,261 - 71,261 Total identifiable intangible assets $ 77,289 $ 15,848 $ 61,441 $ 103,490 $ 24,490 $ 79,000 |
Note 8 - Debt (Tables)
Note 8 - Debt (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | April 2, 2017 July 3, 2016 (in thousands) Revolver (1) $ - $ - Term Loan (1) 113,563 117,563 Deferred financing costs (3,794 ) (3,573 ) Total debt 109,769 113,990 Less: current debt 6,469 19,594 Long-term debt $ 103,300 $ 94,396 |
Note 9 - Property, Plant and 27
Note 9 - Property, Plant and Equipment (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | April 2, 2017 July 3, 2016 (in thousands) Land $ 30,789 $ 30,789 Orchards in production and land improvements 9,564 9,483 Building and building improvements 56,407 54,950 Leasehold improvements 11,378 21,584 Production equipment and furniture and fixtures 44,887 72,912 Computer and telecommunication equipment 53,609 52,737 Software 123,800 136,333 Capital projects in progress - orchards 8,615 8,513 Property, plant and equipment, gross 339,049 387,301 Accumulated depreciation and amortization (184,381 ) (215,939 ) Property, plant and equipment, net $ 154,668 $ 171,362 |
Note 10 - Fair Value Measurem28
Note 10 - Fair Value Measurements (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
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) as of April 2, 2017: Trading securities held in a “ rabbi trust” (1) $ 6,538 $ 6,538 $ $ $ 6,538 $ 6,538 $ $ Assets (liabilities) as of July 3, 2016: Trading securities held in a “ rabbi trust” (1) $ 4,852 $ 4,852 $ - $ - $ 4,852 $ 4,852 $ - $ - |
Note 12 - Business Segments (Ta
Note 12 - Business Segments (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Net revenues: Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 Segment Net Revenues: 1-800-Flowers.com Consumer Floral $ 124,684 $ 113,182 $ 297,707 $ 280,956 BloomNet Wire Service 24,091 22,517 65,557 63,740 Gourmet Food & Gift Baskets 85,611 99,096 592,295 595,006 Corporate 260 262 839 817 Intercompany eliminations (931 ) (850 ) (2,301 ) (1,890 ) Total net revenues $ 233,715 $ 234,207 $ 954,097 $ 938,629 Operating Income: Three Months Ended Nine Months Ended April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 Segment Contribution Margin: 1-800-Flowers.com Consumer Floral $ 15,863 $ 13,748 $ 37,172 $ 33,031 BloomNet Wire Service 8,245 7,747 23,713 22,017 Gourmet Food & Gift Baskets (10,776 ) (6,753 ) 84,544 88,626 Segment Contribution Margin Subtotal 13,332 14,742 145,429 143,674 Corporate (a) (21,125 ) (20,432 ) (62,616 ) (60,519 ) Depreciation and amortization 8,492 7,546 25,656 24,279 Operating income (loss) $ (16,285 ) $ (13,236 ) $ 57,157 $ 58,876 |
Note 14 - Fire at the Fannie 30
Note 14 - Fire at the Fannie May Warehouse and Distribution Facility (Tables) | 9 Months Ended |
Apr. 02, 2017 | |
Notes Tables | |
Business Insurance Recoveries [Table Text Block] | Fire-related Insurance Recovery (in thousands) Loss on inventory $ 29,587 Other fire related costs 5,802 Total fire related costs 35,389 Less: fire related insurance recoveries (55,000 ) Fire related gain $ (19,611 ) |
Note 1 - Accounting Policies (D
Note 1 - Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended |
Apr. 02, 2017 | Apr. 02, 2017 | |
Employee Service Share-based Compensation, Excess Tax Benefit, Shares | 700,000 | |
Reclassification of Deferred Financing Costs From Other Assets to Long-term Debt [Member] | July 3, 2016 [Member] | ||
Prior Period Reclassification Adjustment | $ 3,600,000 | |
Accounting Standards Update 2016-09 [Member] | ||
Employee Service Share-based Compensation, Excess Tax Benefit from Compensation Expense | $ 100,000 | $ 0.90 |
Note 2 - Net Income Per Commo32
Note 2 - Net Income Per Common Share (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 02, 2017 | Mar. 27, 2016 | Apr. 02, 2017 | Mar. 27, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 100,000 | 100,000 | 100,000 |
Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 | $ 0 |
Note 2 - Net Income Per Commo33
Note 2 - Net Income Per Common Share - Computation of Basic and Diluted Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Apr. 02, 2017 | Mar. 27, 2016 | Apr. 02, 2017 | Mar. 27, 2016 | ||||
Net income (loss) | $ (11,130) | $ (9,126) | $ 36,028 | $ 46,922 | |||
Less: Net loss attributable to noncontrolling interest | (1,007) | ||||||
Income attributable to 1-800-FLOWERS.COM, Inc. | $ (11,130) | $ (9,126) | $ 36,028 | $ 47,929 | |||
Weighted average shares outstanding (in shares) | 65,199 | 64,687 | 65,169 | 64,724 | |||
Dilutive securities (in shares) | [1] | [1] | 2,578 | 2,329 | |||
Adjusted weighted-average shares and assumed conversions (in shares) | 65,199 | 64,687 | 67,747 | 67,053 | |||
Basic (in dollars per share) | $ (0.17) | $ (0.14) | $ 0.55 | $ 0.74 | |||
Diluted (in dollars per share) | $ (0.17) | $ (0.14) | $ 0.53 | $ 0.71 | |||
Employee Stock Option [Member] | |||||||
Dilutive securities (in shares) | [2] | 1,511 | 1,428 | ||||
Restricted Stock [Member] | |||||||
Dilutive securities (in shares) | 1,067 | 901 | |||||
[1] | As a result of the net loss from continuing operations attributable to 1-800-FLOWERS.COM, Inc. for the three months ended April 2, 2017 and March 27, 2016, there is no dilutive impact to the net loss per share calculation for the respective periods. | ||||||
[2] | The effect of options to purchase 0.0 and 0.1 million shares for the three and nine months ended April 2, 2017 and 0.1 million shares for both the three and nine months ended March 27, 2016, respectively, were excluded from the calculation of net income per share on a diluted basis as their effect is anti-dilutive. |
Note 3 - Stock-based Compensa34
Note 3 - Stock-based Compensation (Details Textual) $ in Millions | 9 Months Ended |
Apr. 02, 2017USD ($) | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1 |
Employee Stock Option [Member] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 73 days |
Restricted Stock [Member] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 73 days |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 6.9 |
Note 3 - Stock-based Compensa35
Note 3 - Stock-based Compensation - Stock-based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 02, 2017 | Mar. 27, 2016 | Apr. 02, 2017 | Mar. 27, 2016 | |
Allocated share-based compensation expense | $ 1,286 | $ 1,650 | $ 4,784 | $ 4,831 |
Deferred income tax benefit | 387 | 491 | 1,528 | 1,533 |
Allocated share-based compensation expense, net | 899 | 1,159 | 3,256 | 3,298 |
Employee Stock Option [Member] | ||||
Allocated share-based compensation expense | 110 | 112 | 337 | 314 |
Restricted Stock [Member] | ||||
Allocated share-based compensation expense | $ 1,176 | $ 1,538 | $ 4,447 | $ 4,517 |
Note 3 - Stock-based Compensa36
Note 3 - Stock-based Compensation - Allocation of Stock-based Compensation to Operating Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 02, 2017 | Mar. 27, 2016 | Apr. 02, 2017 | Mar. 27, 2016 | |
Allocated share-based compensation expense | $ 1,286 | $ 1,650 | $ 4,784 | $ 4,831 |
Selling and Marketing Expense [Member] | ||||
Allocated share-based compensation expense | 342 | 586 | 1,384 | 1,781 |
Technology and development [Member] | ||||
Allocated share-based compensation expense | 71 | 91 | 267 | 411 |
General and Administrative Expense [Member] | ||||
Allocated share-based compensation expense | $ 873 | $ 973 | $ 3,133 | $ 2,639 |
Note 3 - Stock-based Compensa37
Note 3 - Stock-based Compensation - Stock Option Activity (Details) | 9 Months Ended |
Apr. 02, 2017$ / sharesshares | |
Outstanding, options (in shares) | shares | 2,182,234 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 2.49 |
Granted, options (in shares) | shares | |
Granted, weighted average exercise price (in dollars per share) | $ / shares | |
Exercised, options (in shares) | shares | (51,500) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 5.20 |
Forfeited, options (in shares) | shares | |
Forfeited, weighted average exercise price (in dollars per share) | $ / shares | |
Outstanding, options (in shares) | shares | 2,130,734 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 2.43 |
Outstanding, weighted average remaining contractual term (Year) | 16566 years |
Options vested or expected to vest, options (in shares) | shares | 2,130,734 |
Options vested or expected to vest, weighted average exercise price (in dollars per share) | $ / shares | $ 2.43 |
Options vested or expected to vest, weighted average remaining contractual term (Year) | 16566 years |
Exercisable, options (in shares) | shares | 1,471,734 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 2.37 |
Exercisable, weighted average remaining contractual term (Year) | 11530 years |
Note 3 - Stock-based Compensa38
Note 3 - Stock-based Compensation - Non-vested Restricted Stock Activity (Details) - Restricted Stock [Member] | 9 Months Ended |
Apr. 02, 2017$ / sharesshares | |
Non-vested, Shares (in shares) | shares | 2,017,069 |
Non-vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 6.78 |
Granted, Shares (in shares) | shares | 814,406 |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 9.88 |
Vested, Shares (in shares) | shares | (885,502) |
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 6.83 |
Forfeited, Shares (in shares) | shares | (473,494) |
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 9.77 |
Non-vested, Shares (in shares) | shares | 1,472,479 |
Non-vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 7.50 |
Note 4 - Dispositions (Details
Note 4 - Dispositions (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||||
Dec. 27, 2015 | Sep. 27, 2015 | Apr. 02, 2017 | Mar. 15, 2017 | Oct. 31, 2015 | |
Fannie May [Member] | Gourmet Food and Gift Baskets [Member] | |||||
Disposal Group, Including Discontinued Operation, Goodwill | $ 14.9 | ||||
Fannie May [Member] | Ferrero [Member] | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 115 | ||||
iFlorist [Member] | |||||
Disposal Group, Including Discontinued Operation, Assets, Carrying Amount Before Impairment | $ 3.4 | ||||
Disposal Group, Including Discontinued Operation, Assets | 1.5 | ||||
Gain (Loss) on Disposition of Business | $ (0.2) | ||||
iFlorist [Member] | Other Nonoperating Income (Expense) [Member] | |||||
Asset Impairment Charges | $ 1.9 | ||||
Euroflorist [Member] | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 1.5 |
Note 4 - Dispositions - Held fo
Note 4 - Dispositions - Held for Sale Assets and Liabilities of Fannie May (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Jul. 03, 2016 |
Assets: | ||
Total assets held for sale | $ 91,822 | |
Liabilities: | ||
Total liabilities held for sale | 4,428 | |
Fannie May [Member] | ||
Assets: | ||
Trade receivables, net | 9,325 | |
Inventories | 38,724 | |
Prepaid and other | 1,024 | |
Property, plant and equipment, net | 11,087 | |
Goodwill (Note 1) | 14,900 | |
Other intangibles, net | 16,572 | |
Other assets | 190 | |
Total assets held for sale | 91,822 | |
Liabilities: | ||
Accounts payable | 1,387 | |
Accrued expenses | 1,264 | |
Other liabilities | 1,777 | |
Total liabilities held for sale | $ 4,428 |
Note 5 - Inventory - Summary of
Note 5 - Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Jul. 03, 2016 |
Finished goods | $ 30,602 | $ 44,264 |
Work-in-process | 26,800 | 24,573 |
Raw materials | 6,311 | 34,491 |
Total inventory | $ 63,713 | $ 103,328 |
Note 6 - Goodwill and Intangi42
Note 6 - Goodwill and Intangible Assets (Details Textual) $ in Millions | Apr. 02, 2017USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 0.4 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 1.3 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 0.7 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 0.6 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 0.6 |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 3.1 |
Gourmet Food and Gift Baskets [Member] | |
Goodwill, Impaired, Accumulated Impairment Loss | $ 71.1 |
Note 6 - Goodwill and Intangi43
Note 6 - Goodwill and Intangible Assets - Goodwill by Segment (Details) $ in Thousands | 9 Months Ended | |
Apr. 02, 2017USD ($) | ||
Balance | $ 77,667 | |
Goodwill reclassified to assets held for sale (see Note 4) | 14,900 | |
Balance | 62,767 | |
Consumer Floral [Member] | ||
Balance | 17,441 | |
Goodwill reclassified to assets held for sale (see Note 4) | ||
Balance | 17,441 | |
BloomNet Wire Service [Member] | ||
Balance | ||
Goodwill reclassified to assets held for sale (see Note 4) | ||
Balance | ||
Gourmet Food and Gift Baskets [Member] | ||
Balance | 60,226 | [1] |
Balance | 45,326 | [1] |
Gourmet Food and Gift Baskets [Member] | Fannie May [Member] | ||
Goodwill reclassified to assets held for sale (see Note 4) | $ 14,900 | [1] |
[1] | The total carrying amount of goodwill for all periods in the table above is reflected net of $71.1 million of accumulated impairment charges, which were recorded in the Gourmet Food & Gift Baskets segment during fiscal 2009. |
Note 6 - Goodwill and Intangi44
Note 6 - Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 02, 2017 | Jul. 03, 2016 | |
Intangible assets with determinable lives, gross | $ 22,550 | $ 32,229 |
Accumulated amortization | 15,848 | 24,490 |
Intangible assets with determinable lives, net | 6,702 | 7,739 |
Trademarks with indefinite lives, gross | 54,739 | 71,261 |
Total identifiable intangible assets, gross | 77,289 | 103,490 |
Other intangibles, net | 61,441 | 79,000 |
Licensing Agreements [Member] | ||
Intangible assets with determinable lives, gross | 7,420 | 7,420 |
Accumulated amortization | 5,911 | 5,832 |
Intangible assets with determinable lives, net | $ 1,509 | 1,588 |
Licensing Agreements [Member] | Minimum [Member] | ||
Amortization period (Year) | 14 years | |
Licensing Agreements [Member] | Maximum [Member] | ||
Amortization period (Year) | 16 years | |
Customer Lists [Member] | ||
Intangible assets with determinable lives, gross | $ 12,184 | 21,144 |
Accumulated amortization | 7,920 | 15,960 |
Intangible assets with determinable lives, net | $ 4,264 | 5,184 |
Customer Lists [Member] | Minimum [Member] | ||
Amortization period (Year) | 3 years | |
Customer Lists [Member] | Maximum [Member] | ||
Amortization period (Year) | 10 years | |
Other Intangible Assets [Member] | ||
Intangible assets with determinable lives, gross | $ 2,946 | 3,665 |
Accumulated amortization | 2,017 | 2,698 |
Intangible assets with determinable lives, net | $ 929 | $ 967 |
Other Intangible Assets [Member] | Minimum [Member] | ||
Amortization period (Year) | 5 years | |
Other Intangible Assets [Member] | Maximum [Member] | ||
Amortization period (Year) | 14 years |
Note 7 - Investments (Details T
Note 7 - Investments (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Apr. 02, 2017 | Mar. 27, 2016 | Apr. 02, 2017 | Mar. 27, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | |
Equity Method Investment, Other than Temporary Impairment | $ 1,728 | |||||
Cost Method Investments | $ 1,700 | 1,700 | $ 1,700 | |||
Euroflorist [Member] | ||||||
Cost Method Investments | $ 1,500 | $ 1,500 | 1,500 | |||
Flores Online [Member] | ||||||
Equity Method Investment, Ownership Percentage | 29.00% | 29.00% | ||||
Equity Method Investments | $ 1,100 | $ 1,100 | $ 1,100 | $ 2,900 | ||
Income (Loss) from Equity Method Investments | $ (100) | $ (100) | $ (100) | (100) | ||
Equity Method Investments, Fair Value Disclosure | $ 1,200 | |||||
Equity Method Investment, Other than Temporary Impairment | $ 1,700 |
Note 8 - Debt (Details Textual)
Note 8 - Debt (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2014 | Apr. 02, 2017 | Jul. 03, 2016 | |
Credit Facility 2014 [Member] | Revolving Credit Facility [Member] | ||||
Proceeds from Lines of Credit | $ 200,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000 | |||
Term Loan [Member] | ||||
Long-term Debt | [1] | 113,563 | $ 117,563 | |
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 1,500 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 7,200 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 10,100 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 12,900 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 15,800 | |||
Long-term Debt, Maturities, Repayments of Principal after Year Five | $ 66,100 | |||
Term Loan [Member] | Credit Facility 2014 [Member] | ||||
Long-term Debt | $ 115,000 | |||
Debt Instrument, Term | 2 years | |||
Debt Instrument, Number of Installment Payment | 19 | |||
Debt Instrument, Principal Payment Percentage In Year One | 5.00% | |||
Debt Instrument, Principal Payment Percentage In Year Two | 7.50% | |||
Debt Instrument, Principal Payment Percentage In Year Three | 10.00% | |||
Debt Instrument, Principal Payment Percentage In Year Four | 12.50% | |||
Debt Instrument, Principal Payment Percentage in Year Five | 15.00% | |||
Debt Instrument, Principal Payment Due Upon Maturity | $ 61,800 | |||
Line of Credit and Term Loan [Member] | Base Rate [Member] | Minimum [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||
Line of Credit and Term Loan [Member] | Base Rate [Member] | Maximum [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||
Line of Credit and Term Loan [Member] | Federal Funds Effective Swap Rate [Member] | ||||
Debt Instrument, Base Rate, Basis Spread on Variable Rate | 0.50% | |||
Line of Credit and Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument, Base Rate, Basis Spread on Variable Rate | 1.00% | |||
Line of Credit and Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||
Line of Credit and Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||
[1] | On December 23, 2016, the Company entered into an Amended and Restated Credit Agreement (the "2016 Amended Credit Agreement") with JPMorgan Chase Bank as administrative agent, and a group of lenders. The 2016 Amended Credit Agreement amends and restates the Company's existing credit agreement, dated as of September 30, 2014 (the "2014 Agreement") to, among other things, extend the maturity date of the $115.0 million outstanding term loan ("Term Loan") and the revolving credit facility (the "Revolver") by approximately two years to December 23, 2021. The Term Loan is payable in 19 quarterly installments of principal and interest beginning on April 2, 2017, with escalating principal payments, at the rate of 5% in year one, 7.5% in year two, 10% in year three, 12.5% in year four, and 15% in year five, with the remaining balance of $61.8 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, may be used for working capital and general corporate purposes, subject to certain restrictions. |
Note 8 - Debt - Summary of Curr
Note 8 - Debt - Summary of Current and Long-term Debt (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Jul. 03, 2016 | |
Deferred financing costs | $ (3,794) | $ (3,573) | |
Debt instrument, carrying amount | 109,769 | 113,990 | |
Less: current debt | 6,469 | 19,594 | |
Long-term debt | 103,300 | 94,396 | |
Line of Credit [Member] | |||
Revolver | [1] | ||
Term Loan [Member] | |||
Term Loan | [1] | $ 113,563 | $ 117,563 |
[1] | On December 23, 2016, the Company entered into an Amended and Restated Credit Agreement (the "2016 Amended Credit Agreement") with JPMorgan Chase Bank as administrative agent, and a group of lenders. The 2016 Amended Credit Agreement amends and restates the Company's existing credit agreement, dated as of September 30, 2014 (the "2014 Agreement") to, among other things, extend the maturity date of the $115.0 million outstanding term loan ("Term Loan") and the revolving credit facility (the "Revolver") by approximately two years to December 23, 2021. The Term Loan is payable in 19 quarterly installments of principal and interest beginning on April 2, 2017, with escalating principal payments, at the rate of 5% in year one, 7.5% in year two, 10% in year three, 12.5% in year four, and 15% in year five, with the remaining balance of $61.8 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, may be used for working capital and general corporate purposes, subject to certain restrictions. |
Note 9 - Property, Plant and 48
Note 9 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Jul. 03, 2016 |
Property, plant, and equipment, gross | $ 339,049 | $ 387,301 |
Accumulated depreciation and amortization | (184,381) | (215,939) |
Property, plant and equipment, net | 154,668 | 171,362 |
Land [Member] | ||
Property, plant, and equipment, gross | 30,789 | 30,789 |
Orchards in Production and Land Improvements [Member] | ||
Property, plant, and equipment, gross | 9,564 | 9,483 |
Building and Building Improvements [Member] | ||
Property, plant, and equipment, gross | 56,407 | 54,950 |
Leasehold Improvements [Member] | ||
Property, plant, and equipment, gross | 11,378 | 21,584 |
Furniture and Fixtures [Member] | ||
Property, plant, and equipment, gross | 44,887 | 72,912 |
Computer and Telecommunication Equipment [Member] | ||
Property, plant, and equipment, gross | 53,609 | 52,737 |
Software and Software Development Costs [Member] | ||
Property, plant, and equipment, gross | 123,800 | 136,333 |
Capital Projects in Progress [Member] | ||
Property, plant, and equipment, gross | $ 8,615 | $ 8,513 |
Note 10 - Fair Value Measurem49
Note 10 - Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Jul. 03, 2016 | |
Trading securities held in a “rabbi trust” | [1] | $ 6,538 | $ 4,852 |
Assets (liabilities) measured at fair value | 6,538 | 4,852 | |
Fair Value, Inputs, Level 1 [Member] | |||
Trading securities held in a “rabbi trust” | [1] | 6,538 | 4,852 |
Assets (liabilities) measured at fair value | 6,538 | 4,852 | |
Fair Value, Inputs, Level 2 [Member] | |||
Trading securities held in a “rabbi trust” | [1] | ||
Assets (liabilities) measured at fair value | |||
Fair Value, Inputs, Level 3 [Member] | |||
Trading securities held in a “rabbi trust” | [1] | ||
Assets (liabilities) measured at fair value | |||
[1] | The Company has established a Non-qualified Deferred Compensation Plan for certain members of senior management. Deferred compensation plan assets are invested in mutual funds held in a "rabbi trust" which is restricted for payment to participants of the NQDC Plan. Trading securities held in a rabbi trust are measured using quoted market prices at the reporting date and are included in the "Other assets" line item, with the corresponding liability included in the "Other liabilities" line item in the consolidated balance sheets. |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 02, 2017 | Mar. 27, 2016 | Apr. 02, 2017 | Apr. 06, 2016 | |
Effective Income Tax Rate Reconciliation, Percent | 34.70% | 37.60% | 31.90% | 31.70% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | 35.00% |
Unrecognized Tax Benefits | $ 400 | $ 400 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 100 | 100 | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $ 0 | $ 0 |
Note 12 - Business Segments - S
Note 12 - Business Segments - Segment Performance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 02, 2017 | Mar. 27, 2016 | Apr. 02, 2017 | Mar. 27, 2016 | ||
Net revenues | $ 233,715 | $ 234,207 | $ 954,097 | $ 938,629 | |
Contribution margin | 13,332 | 14,742 | 145,429 | 143,674 | |
Depreciation and amortization | 8,492 | 7,546 | 25,656 | 24,279 | |
Operating income (loss) | (16,285) | (13,236) | 57,157 | 58,876 | |
Intersegment Eliminations [Member] | |||||
Net revenues | (931) | (850) | (2,301) | (1,890) | |
Consumer Floral [Member] | |||||
Net revenues | 124,684 | 113,182 | 297,707 | 280,956 | |
Contribution margin | 15,863 | 13,748 | 37,172 | 33,031 | |
BloomNet Wire Service [Member] | |||||
Net revenues | 24,091 | 22,517 | 65,557 | 63,740 | |
Contribution margin | 8,245 | 7,747 | 23,713 | 22,017 | |
Gourmet Food and Gift Baskets [Member] | |||||
Net revenues | 85,611 | 99,096 | 592,295 | 595,006 | |
Contribution margin | (10,776) | (6,753) | 84,544 | 88,626 | |
Corporate Segment [Member] | |||||
Net revenues | 260 | 262 | 839 | 817 | |
Corporate | [1] | $ (21,125) | $ (20,432) | $ (62,616) | $ (60,519) |
[1] | Corporate expenses consist of the Company's enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as Stock-Based Compensation. In order to leverage the Company's infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above categories based upon usage, are included within corporate expenses as they are not directly allocable to a specific segment. |
Note 14 - Fire at the Fannie 52
Note 14 - Fire at the Fannie May Warehouse and Distribution Facility (Details Textual) - Fire [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 27, 2015 | Mar. 27, 2016 | |
Insurance Recovery Settlement | $ 55,000 | |
Inventory Write-down | 29,587 | |
Other Nonrecurring Expense | 5,802 | |
Gain on Business Interruption Insurance Recovery | $ 19,611 | |
Other Nonoperating Income (Expense) [Member] | ||
Gain on Business Interruption Insurance Recovery | $ 19,600 |
Note 14 - Fire at the Fannie 53
Note 14 - Fire at the Fannie May Warehouse and Distribution Facility - Costs Related to the Fire and the Insurance Recovery (Details) - Fire [Member] $ in Thousands | 3 Months Ended |
Sep. 27, 2015USD ($) | |
Loss on inventory | $ 29,587 |
Other fire related costs | 5,802 |
Total fire related costs | 35,389 |
Less: fire related insurance recoveries | (55,000) |
Fire related gain | $ (19,611) |