Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jan. 01, 2023 | Feb. 03, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001084869 | |
Entity Registrant Name | 1 800 FLOWERS COM INC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-02 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jan. 01, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-26841 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-3117311 | |
Entity Address, Address Line One | Two Jericho Plaza, Suite 200 | |
Entity Address, City or Town | Jericho | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11753 | |
City Area Code | 516 | |
Local Phone Number | 237-6000 | |
Title of 12(b) Security | Class A common stock | |
Trading Symbol | FLWS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,068,221 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,698,868 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 189,718 | $ 31,465 |
Trade receivables, net | 53,027 | 23,812 |
Inventories | 201,057 | 247,563 |
Prepaid and other | 24,929 | 45,398 |
Total current assets | 468,731 | 348,238 |
Property, plant and equipment, net | 235,913 | 236,481 |
Operating lease right-of-use assets | 131,722 | 129,390 |
Goodwill | 213,999 | 213,287 |
Other intangibles, net | 142,847 | 145,568 |
Other assets | 23,787 | 21,927 |
Total assets | 1,216,999 | 1,094,891 |
Current liabilities: | ||
Accounts payable | 75,095 | 57,386 |
Accrued expenses | 233,926 | 175,392 |
Current maturities of long-term debt | 20,000 | 20,000 |
Current portion of long-term operating lease liabilities | 15,289 | 12,919 |
Total current liabilities | 344,310 | 265,697 |
Long-term debt, net | 132,786 | 142,497 |
Long-term operating lease liabilities | 124,725 | 123,662 |
Deferred tax liabilities, net | 34,895 | 35,742 |
Other liabilities | 19,757 | 17,884 |
Total liabilities | 656,473 | 585,482 |
Commitments and contingencies (See Note 13 and Note 15) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued | 0 | 0 |
Additional paid-in capital | 383,335 | 379,885 |
Retained earnings | 364,623 | 315,785 |
Accumulated other comprehensive loss | (211) | (211) |
Treasury stock, at cost, 20,558,644 and 20,418,396 Class A shares at January 1, 2023 and July 3, 2022, and 5,280,000 Class B shares at January 1, 2023 and July 3, 2022 | (188,127) | (186,952) |
Total stockholders’ equity | 560,526 | 509,409 |
Total liabilities and stockholders’ equity | 1,216,999 | 1,094,891 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common stock | 583 | 577 |
Common Class B [Member] | ||
Stockholders' equity: | ||
Common stock | $ 323 | $ 325 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Jan. 01, 2023 | Jul. 03, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 58,256,031 | 57,706,389 |
Treasury stock, shares (in shares) | 20,558,644 | 20,418,396 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 32,348,221 | 32,529,614 |
Treasury stock, shares (in shares) | 5,280,000 | 5,280,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Net revenues | $ 897,877 | $ 943,044 | $ 1,201,481 | $ 1,252,417 |
Cost of revenues | 530,111 | 564,594 | 732,257 | 748,453 |
Gross profit | 367,766 | 378,450 | 469,224 | 503,964 |
Operating expenses: | ||||
Marketing and sales | 194,466 | 207,771 | 283,605 | 302,150 |
Technology and development | 14,952 | 13,490 | 29,692 | 26,913 |
General and administrative | 28,908 | 28,872 | 55,153 | 55,938 |
Depreciation and amortization | 14,315 | 12,588 | 27,009 | 23,558 |
Total operating expenses | 252,641 | 262,721 | 395,459 | 408,559 |
Operating income | 115,125 | 115,729 | 73,765 | 95,405 |
Interest expense, net | 4,143 | 1,723 | 6,964 | 3,251 |
Other expense (income), net | 148 | (2,457) | 1,070 | (3,053) |
Income before income taxes | 110,834 | 116,463 | 65,731 | 95,207 |
Income tax expense | 28,304 | 27,995 | 16,893 | 19,938 |
Net income and comprehensive net income | $ 82,530 | $ 88,468 | $ 48,838 | $ 75,269 |
Basic net income per common share (in dollars per share) | $ 1.28 | $ 1.36 | $ 0.76 | $ 1.16 |
Diluted net income per common share (in dollars per share) | $ 1.27 | $ 1.34 | $ 0.75 | $ 1.14 |
Weighted average shares used in the calculation of net income per common share: | ||||
Basic (in shares) | 64,675 | 65,261 | 64,606 | 65,161 |
Diluted (in shares) | 64,835 | 65,969 | 64,820 | 65,954 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Total |
Balance (in shares) at Jun. 27, 2021 | 55,675,661 | 33,433,614 | 24,105,841 | ||||
Balance at Jun. 27, 2021 | $ 557 | $ 334 | $ 371,103 | $ 286,175 | $ (318) | $ (148,781) | $ 509,070 |
Net income | $ 0 | $ 0 | 0 | 75,269 | 0 | $ 0 | 75,269 |
Stock-based compensation (in shares) | 780,721 | 0 | 0 | ||||
Stock-based compensation | $ 8 | $ 0 | 5,288 | 0 | 0 | $ 0 | 5,296 |
Acquisition of Class A treasury stock (in shares) | 0 | 0 | 827,307 | ||||
Acquisition of Class A treasury stock | $ 0 | $ 0 | 0 | 0 | 0 | $ (25,521) | (25,521) |
Exercise of stock options (in shares) | 321,700 | 0 | 0 | ||||
Exercise of stock options | $ 3 | $ 0 | 843 | 0 | 0 | $ 0 | 846 |
Balance (in shares) at Dec. 26, 2021 | 56,778,082 | 33,433,614 | 24,933,148 | ||||
Balance at Dec. 26, 2021 | $ 568 | $ 334 | 377,234 | 361,444 | (318) | $ (174,302) | 564,960 |
Balance (in shares) at Sep. 26, 2021 | 56,098,061 | 33,433,614 | 24,393,867 | ||||
Balance at Sep. 26, 2021 | $ 561 | $ 334 | 374,667 | 272,976 | (318) | $ (157,846) | 490,374 |
Net income | $ 0 | $ 0 | 0 | 88,468 | 0 | $ 0 | 88,468 |
Stock-based compensation (in shares) | 530,821 | 0 | 0 | ||||
Stock-based compensation | $ 6 | $ 0 | 2,285 | 0 | 0 | $ 0 | 2,291 |
Acquisition of Class A treasury stock (in shares) | 0 | 0 | 539,281 | ||||
Acquisition of Class A treasury stock | $ 0 | $ 0 | 0 | 0 | 0 | $ (16,456) | (16,456) |
Exercise of stock options (in shares) | 149,200 | 0 | 0 | ||||
Exercise of stock options | $ 1 | $ 0 | 282 | 0 | 0 | $ 0 | 283 |
Balance (in shares) at Dec. 26, 2021 | 56,778,082 | 33,433,614 | 24,933,148 | ||||
Balance at Dec. 26, 2021 | $ 568 | $ 334 | 377,234 | 361,444 | (318) | $ (174,302) | 564,960 |
Balance (in shares) at Jul. 03, 2022 | 57,706,389 | 32,529,614 | 25,698,396 | ||||
Balance at Jul. 03, 2022 | $ 577 | $ 325 | 379,885 | 315,785 | (211) | $ (186,952) | 509,409 |
Net income | $ 0 | $ 0 | 0 | 48,838 | 0 | $ 0 | 48,838 |
Stock-based compensation (in shares) | 368,249 | 0 | 0 | ||||
Stock-based compensation | $ 4 | $ 0 | 3,450 | 0 | 0 | $ 0 | 3,454 |
Conversion – Class B into Class A (in shares) | 181,393 | ||||||
Conversion – Class B into Class A | $ 2 | ||||||
Conversion – Class B into Class A (in shares) | (181,393) | ||||||
Conversion – Class B into Class A | $ (2) | ||||||
Acquisition of Class A treasury stock (in shares) | 0 | 0 | 140,248 | ||||
Acquisition of Class A treasury stock | $ 0 | $ 0 | 0 | 0 | 0 | $ (1,175) | $ (1,175) |
Exercise of stock options (in shares) | 0 | ||||||
Balance (in shares) at Jan. 01, 2023 | 58,256,031 | 32,348,221 | 25,838,644 | ||||
Balance at Jan. 01, 2023 | $ 583 | $ 323 | 383,335 | 364,623 | (211) | $ (188,127) | $ 560,526 |
Balance (in shares) at Oct. 02, 2022 | 57,706,389 | 32,529,614 | 25,698,396 | ||||
Balance at Oct. 02, 2022 | $ 577 | $ 325 | 381,440 | 282,093 | (211) | $ (186,952) | 477,272 |
Net income | $ 0 | $ 0 | 0 | 82,530 | 0 | $ 0 | 82,530 |
Stock-based compensation (in shares) | 368,249 | 0 | 0 | ||||
Stock-based compensation | $ 4 | $ 0 | 1,895 | 0 | 0 | $ 0 | 1,899 |
Conversion – Class B into Class A (in shares) | 181,393 | ||||||
Conversion – Class B into Class A | $ 2 | ||||||
Conversion – Class B into Class A (in shares) | (181,393) | ||||||
Conversion – Class B into Class A | $ (2) | ||||||
Acquisition of Class A treasury stock (in shares) | 0 | 0 | 140,248 | ||||
Acquisition of Class A treasury stock | $ 0 | $ 0 | 0 | 0 | 0 | $ (1,175) | (1,175) |
Balance (in shares) at Jan. 01, 2023 | 58,256,031 | 32,348,221 | 25,838,644 | ||||
Balance at Jan. 01, 2023 | $ 583 | $ 323 | $ 383,335 | $ 364,623 | $ (211) | $ (188,127) | $ 560,526 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 01, 2023 | Dec. 26, 2021 | |
Operating activities: | ||
Net income | $ 48,838 | $ 75,269 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 27,009 | 23,558 |
Amortization of deferred financing costs | 671 | 616 |
Deferred income taxes | (846) | (1,306) |
Bad debt expense | 2,407 | (1,285) |
Stock-based compensation | 3,454 | 5,296 |
Other non-cash items | (470) | (448) |
Changes in operating items: | ||
Trade receivables | (31,622) | (55,074) |
Inventories | 46,506 | (28,534) |
Prepaid and other | 7,550 | 8,172 |
Accounts payable and accrued expenses | 89,050 | 160,459 |
Other assets and liabilities | 1,113 | (875) |
Net cash provided by operating activities | 193,660 | 185,848 |
Investing activities: | ||
Acquisitions, net of cash acquired | 0 | (20,786) |
Capital expenditures, net of non-cash expenditures | (23,849) | (32,608) |
Net cash used in investing activities | (23,849) | (53,394) |
Financing activities: | ||
Acquisition of treasury stock | (1,175) | (25,521) |
Proceeds from exercise of employee stock options | 0 | 846 |
Proceeds from bank borrowings | 195,900 | 125,000 |
Repayment of notes payable and bank borrowings | (205,900) | (135,000) |
Debt issuance cost | (383) | (284) |
Net cash used in financing activities | (11,558) | (34,959) |
Net change in cash and cash equivalents | 158,253 | 97,495 |
Cash and cash equivalents: | ||
Beginning of period | 31,465 | 173,573 |
End of period | $ 189,718 | $ 271,068 |
Note 1 - Accounting Policies
Note 1 - Accounting Policies | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 1 Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by 1 800 10 10 X. not three six January 1, 2023 not may July 2, 2023. Annual Report on Form 10 July 3, 2022 The Company’s quarterly results may second 40% third fourth first 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. Revenue Recognition Net revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Service and outbound shipping charged to customers are recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers. A description of our principal revenue generating activities is as follows: ● E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment. ● Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods is transferred to the customer, at the point of sale, at which time payment is received. ● Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms are typically 30 ● BloomNet Services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet Services are typically month-to-month and as a result no 30 Deferred Revenues Deferred revenues are recorded when the Company has received consideration (i.e. advance payment) before satisfying its performance obligations. As such, customer orders are recorded as deferred revenue prior to shipment or rendering of product or services. Deferred revenues primarily relate to e-commerce orders placed, but not Our total deferred revenue as of July 3, 2022 three six January 1, 2023. January 1, 2023 Recently Issued Accounting Pronouncements The Company does not |
Note 2 - Net Income (Loss) Per
Note 2 - Net Income (Loss) Per Common Share | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 2 Net Income (Loss) Per Common Share Basic net income per common share is computed by dividing the net income during the period by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income during the period by the sum of the weighted-average number of common shares outstanding during the period and the potentially dilutive common shares (consisting of employee stock options and unvested restricted stock awards). The following table sets forth the computation of basic and diluted net income per common share: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 (in thousands, except per share data) Numerator: Net income $ 82,530 $ 88,468 $ 48,838 $ 75,269 Denominator: Weighted average shares outstanding 64,675 65,261 64,606 65,161 Effect of dilutive securities: Employee stock options - 14 - 98 Employee restricted stock awards 160 694 214 695 160 708 214 793 Adjusted weighted-average shares and assumed conversions 64,835 65,969 64,820 65,954 Net income per common share Basic $ 1.28 $ 1.36 $ 0.76 $ 1.16 Diluted $ 1.27 $ 1.34 $ 0.75 $ 1.14 |
Note 3 - Stock-based Compensati
Note 3 - Stock-based Compensation | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [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 Company ’ s Annual Report on Form 10 July 3, 2022 The amounts of stock-based compensation expense recognized in the periods presented are as follows: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 (in thousands) Stock options $ 593 $ 9 $ 593 $ 18 Restricted stock 1,306 2,282 2,861 5,278 Total 1,899 2,291 3,454 5,296 Deferred income tax benefit 465 565 846 1,306 Stock-based compensation expense, net $ 1,434 $ 1,726 $ 2,608 $ 3,990 Stock-based compensation is recorded within the following line items of operating expenses: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 (in thousands) Marketing and sales $ 874 $ 1,006 $ 1,574 $ 2,333 Technology and development 152 91 307 211 General and administrative 873 1,194 1,573 2,752 Total $ 1,899 $ 2,291 $ 3,454 $ 5,296 Stock-based compensation expense has not Note 12 Stock Options The following table summarizes stock option activity during the six January 1, 2023: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding at July 3, 2022 - $ - Granted 2,346,416 $ 8.59 Exercised - $ - Forfeited - - Outstanding at January 1, 2023 2,346,416 $ 8.59 9.9 $ 2,276 Exercisable at January 1, 2023 - $ - - $ - As of January 1, 2023, not Restricted Stock 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 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 six January 1, 2023: Shares Weighted Average Grant Date Fair Value Non-vested at July 3, 2022 929,709 $ 21.82 Granted 717,799 $ 8.38 Vested (368,249 ) $ 17.68 Forfeited (37,903 ) $ 21.30 Non-vested at January 1, 2023 1,241,356 $ 15.29 The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of January 1, 2023, |
Note 4 - Acquisitions
Note 4 - Acquisitions | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 4 Acquisitions Acquisition of Vital Choice On October 27, 2021, December 31, 2020. After working capital and related adjustments, total consideration was approximately $20.0 million, and was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values, as a result of information that was available as of the date of the acquisition. During the quarter ended January 1, 2023, The following table summarizes the allocation of the purchase price to the fair values of assets acquired and liabilities assumed: Vital Choice Preliminary Purchase Price Allocation Measurement Period Interim Adjustments Vital Choice Purchase Price Allocation October 27, January 1, 2021 2023 (in thousands) Inventory $ 8,653 $ - $ 8,653 Other current assets 929 (474 ) 455 Property, plant and equipment 205 (205 ) - Intangible assets 9,800 (600 ) 9,200 Goodwill 4,383 634 5,017 Total assets acquired 23,970 (645 ) 23,325 Current liabilities 3,621 (256 ) 3,365 Net assets acquired $ 20,349 $ (389 ) $ 19,960 The estimated fair value of the acquired work in process and finished goods inventory was determined utilizing the income approach. The income approach estimates the fair value of the inventory based on the net retail value of the inventory, less operating expenses and a reasonable profit allowance. Raw materials inventory was valued at book value, as there have not Of the acquired intangible assets, $4.3 million was assigned to customer lists, which is being amortized over the estimated remaining life of 5 years, $4.9 million was assigned to tradenames (indefinite life), and $5.0 million was assigned to goodwill (indefinite life), which is expected to be deductible for tax purposes. The goodwill recognized 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. The estimated fair value of the acquired tradenames 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 associated with the trademarks and the overall composition of the acquired assets. The estimated fair value of the acquired customer lists was determined using the excess earnings method under the income approach. This method requires identifying the future revenue that would be generated by existing customers at the time of the acquisition, considering an appropriate attrition rate based on the historical experience of the Company. Appropriate expenses are then deducted from the revenues and economic rents are charged for the return on contributory assets. The after-tax cash flows attributable to the asset are discounted back to their net present value at an appropriate intangible asset rate of return and summed to calculate the value of the customer lists. Operating results of the Vital Choice business are reflected in the Company’s consolidated financial statements from the date of acquisition within the Gourmet Foods & Gift Baskets segment. Pro forma results of operations have not not Acquisition of Alice s Table On December 31, 2021, July 3, 2022. September 30, 2021. The resulting total consideration of $1.3 million was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values, as a result of information that was available as of the date of the acquisition. During the quarter ended January 1, 2023, |
Note 5 - Inventory, Net
Note 5 - Inventory, Net | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 5 Inventory, Net The Company’s inventory, stated at cost, which is not January 1, 2023 July 3, 2022 (in thousands) Finished goods $ 109,404 $ 128,760 Work-in-process 19,065 29,270 Raw materials 72,588 89,533 Total inventory $ 201,057 $ 247,563 |
Note 6 - Goodwill and Intangibl
Note 6 - Goodwill and Intangible Assets, Net | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 6 Goodwill and Intangible Assets, Net The following table presents goodwill by segment and the related change in the net carrying amount: Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total (in thousands) Balance at July 3, 2022 $ 151,600 $ - $ 61,687 $ 213,287 Measurement period adjustment for Vital Choice Acquisition - - 600 600 Measurement period adjustment for Alice's Table Acquisition 112 - - 112 Balance at January 1, 2023 $ 151,712 $ - $ 62,287 $ 213,999 The Company’s other intangible assets consist of the following: January 1, 2023 July 3, 2022 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 $ 6,516 $ 904 $ 7,420 $ 6,464 $ 956 Customer lists 3 - 10 28,309 19,512 8,797 28,509 17,473 11,036 Other 5 - 14 2,946 2,573 373 2,946 2,543 403 Total intangible assets with determinable lives 38,675 28,601 10,074 38,875 26,480 12,395 Trademarks with indefinite lives 132,773 - 132,773 133,173 - 133,173 Total identifiable intangible assets $ 171,448 $ 28,601 $ 142,847 $ 172,048 $ 26,480 $ 145,568 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 2023 2024 2025 2026 2027 |
Note 7 - Investments
Note 7 - Investments | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | Note 7 Investments Equity investments without a readily determinable fair value Investments in non-marketable equity instruments of private companies, where the Company does not January 1, 2023 July 3, 2022, Equity investments with a readily determinable fair value 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 within the “Other assets” line item in the consolidated balance sheets (see Note 10 - Fair Value Measurements |
Note 8 - Debt, Net
Note 8 - Debt, Net | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 8 Debt, Net The Company’s current and long-term debt consists of the following: January 1, 2023 July 3, 2022 (in thousands) Revolver $ - $ - Term Loans 155,000 165,000 Deferred financing costs (2,214 ) (2,503 ) Total debt 152,786 162,497 Less: current debt 20,000 20,000 Long-term debt $ 132,786 $ 142,497 On May 31, 2019, “2019 2019 December 23, 2016 29 May 31, 2024, September 29, 2019, first eight 11 January 1 August 1, may may 1 2 On August 20, 2020, 2019 2019 1 “2020 January 1 August 1 The 2020 May 31, 2024. 2020 may 2020 September 27, 2020, first four 11 On November 8, 2021, 2019 2019 2020 On August 29, 2022, 2019 2019 2019 1 October 2, 2022, 1.00 1.00 2 October 2, 2022, January 1, 2023, April 2, 2023, may The Existing Credit Agreement requires that while any borrowings or commitments are outstanding the Company comply with certain financial covenants and affirmative covenants as well as certain negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments and make certain restricted payments. The Company was in compliance with these covenants as of January 1, 2023. Future principal payments under the Term Loan and 2020 2023 2024. |
Note 9 - Property, Plant and Eq
Note 9 - Property, Plant and Equipment | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 9 The Company’s property, plant and equipment consists of the following: January 1, 2023 July 3, 2022 (in thousands) Land $ 33,866 $ 33,862 Orchards in production and land improvements 20,134 19,773 Building and building improvements 66,631 65,909 Leasehold improvements 29,039 26,266 Production equipment 120,179 106,244 Furniture and fixtures 8,895 8,985 Computer and telecommunication equipment 40,590 38,934 Software 180,187 165,289 Capital projects in progress 3,980 14,525 Property, plant and equipment, gross 503,501 479,787 Accumulated depreciation and amortization (267,588 ) (243,306 ) Property, plant and equipment, net $ 235,913 $ 236,481 |
Note 10 - Fair Value Measuremen
Note 10 - Fair Value Measurements | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 10 Cash and cash equivalents, trade and other receivables, prepaids, 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 may may not 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 Level 3 Valuations based on inputs that are supported by little or no The following table presents by level, within the fair value hierarchy, financial assets and liabilities measured at fair value on a recurring basis: Carrying Value Fair Value Measurements Assets (Liabilities) Level 1 Level 2 Level 3 (in thousands) As of January 1, 2023: Trading securities held in a “rabbi trust” (1) $ 19,621 $ 19,621 $ - $ - Total assets (liabilities) at fair value $ 19,621 $ 19,621 $ - $ - As of July 3, 2022: Trading securities held in a “rabbi trust” (1) $ 17,760 $ 17,760 $ - $ - Total assets (liabilities) at fair value $ 17,760 $ 17,760 $ - $ - ( 1 The Company has established a NQDC 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 | 6 Months Ended |
Jan. 01, 2023 | |
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 three six January 1, 2023 2023 2022 The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. The Company completed its U.S. federal examination for fiscal 2018, 2019, 2020 2021 2016. 2017 The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At January 1, 2023, twelve |
Note 12 - Business Segments
Note 12 - Business Segments | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 12 Business Segments The Company’s management reviews the results of its operations by the following three business segments: • Consumer Floral & Gifts, • BloomNet, and • Gourmet Foods & 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 not Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Net Revenues: (in thousands) Segment Net Revenues: Consumer Floral & Gifts $ 277,049 $ 315,083 $ 439,229 $ 496,312 BloomNet 32,852 37,930 66,219 68,764 Gourmet Foods & Gift Baskets 588,431 590,946 696,659 688,428 Corporate 72 69 116 114 Intercompany eliminations (527 ) (984 ) (742 ) (1,201 ) Total net revenues $ 897,877 $ 943,044 $ 1,201,481 $ 1,252,417 Operating Income: Segment Contribution Margin: Consumer Floral & Gifts $ 27,886 $ 38,156 $ 38,696 $ 57,346 BloomNet 9,348 11,887 18,865 22,747 Gourmet Foods & Gift Baskets 123,503 110,502 104,793 102,829 Segment Contribution Margin Subtotal 160,737 160,545 162,354 182,922 Corporate (a) (31,297 ) (32,228 ) (61,580 ) (63,959 ) Depreciation and amortization (14,315 ) (12,588 ) (27,009 ) (23,558 ) Operating income $ 115,125 $ 115,729 $ 73,765 $ 95,405 (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 The following tables represent a disaggregation of revenue from contracts with customers, by channel: Three Months Ended Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Corporate and Eliminations Consolidated January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Net revenues E-commerce $ 275,081 $ 312,820 $ - $ - $ 515,329 $ 514,702 $ - $ - $ 790,410 $ 827,522 Other 1,968 2,263 32,852 37,930 73,102 76,244 (455 ) (915 ) 107,467 115,522 Total net revenues $ 277,049 $ 315,083 $ 32,852 $ 37,930 $ 588,431 $ 590,946 $ (455 ) $ (915 ) $ 897,877 $ 943,044 Other revenues detail Retail and other 1,968 2,263 - - 4,313 4,591 - - 6,281 6,854 Wholesale - - 12,054 14,584 68,789 71,653 - - 80,843 86,237 BloomNet services - - 20,798 23,346 - - - - 20,798 23,346 Corporate - - - - - - 72 69 72 69 Eliminations - - - - - - (527 ) (984 ) (527 ) (984 ) Total other revenues $ 1,968 2,263 $ 32,852 $ 37,930 $ 73,102 $ 76,244 $ (455 ) $ (915 ) $ 107,467 115,522 Six Months Ended Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Corporate and Eliminations Consolidated January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Net revenues E-commerce $ 435,463 $ 492,106 $ - $ - $ 593,869 $ 598,787 $ - $ - $ 1,029,332 $ 1,090,893 Other 3,766 4,206 66,219 68,764 102,790 89,641 (626 ) (1,087 ) 172,149 161,524 Total net revenues $ 439,229 $ 496,312 $ 66,219 $ 68,764 $ 696,659 $ 688,428 $ (626 ) $ (1,087 ) $ 1,201,481 $ 1,252,417 Other revenues detail Retail and other 3,766 4,206 - - 6,221 6,428 - - 9,987 10,634 Wholesale - - 25,675 24,568 96,569 83,213 - - 122,244 107,781 BloomNet services - - 40,544 44,196 - - - - 40,544 44,196 Corporate - - - - - - 116 114 116 114 Eliminations - - - - - - (742 ) (1,201 ) (742 ) (1,201 ) Total other revenues $ 3,766 4,206 $ 66,219 $ 68,764 $ 102,790 $ 89,641 $ (626 ) $ (1,087 ) $ 172,149 161,524 |
Note 13 - Leases
Note 13 - Leases | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 13 Leases The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036. may 842. At contract inception, we determine whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time, by assessing whether we have the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. At the lease commencement date, we determine if a lease should be classified as an operating or a finance lease (we currently have no not 12 We recognize expense for our operating leases on a straight-line basis over the lease term. As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced. Renewal option periods are included in the measurement of lease liability, where the exercise is reasonably certain to occur. Key estimates and judgments in accounting for leases include how we determine: ( 1 2 3 Additional information related to our leases is as follows: Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 (in thousands) Lease costs: Operating lease costs $ 5,606 $ 5,101 $ 10,953 $ 9,064 Variable lease costs 6,603 5,745 12,454 10,875 Short-term lease cost 2,889 2,916 4,454 4,497 Sublease income (241 ) (175 ) (484 ) (357 ) Total lease costs $ 14,857 $ 13,587 $ 27,377 $ 24,079 Cash paid for amounts included in measurement of operating lease liabilities $ 9,851 $ 7,309 Right-of-use assets obtained in exchange for new operating lease liabilities $ 10,521 $ 55,433 January 1, 2023 (in thousands) Weighted-average remaining lease term - operating leases (in years) 9.1 Weighted-discount rate - operating leases 3.9 % Maturities of lease liabilities in accordance with ASC 842 January 1, 2023 Remainder of 2023 $ 9,358 2024 22,235 2025 19,946 2026 18,006 2027 16,376 Thereafter 82,497 Total Future Minimum Lease Payments 168,418 Less: Imputed Remaining Interest 28,404 Total Operating Lease Liabilities 140,014 Less: Current portion of long-term operating lease liabilities 15,289 Long-term operating lease liabilities $ 124,725 |
Note 14 - Accrued Expenses
Note 14 - Accrued Expenses | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 14 Accrued expenses consisted of the following: January 1, 2023 July 3, 2022 (in thousands) Payroll and employee benefits $ 33,543 $ 37,617 Deferred revenue 46,537 33,746 Accrued marketing expenses 22,138 19,506 Accrued florist payout 22,210 18,938 Accrued purchases 46,464 32,141 Other 63,034 33,444 Accrued Expenses $ 233,926 $ 175,392 |
Note 15 - Commitments and Conti
Note 15 - Commitments and Contingencies | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 15 Commitments and Contingencies Litigation Call Center Worker Claim: In March 2018, April 2022 September 2022, November 2022, March 27, 2022, July 3, 2022. no In addition, 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 final resolution of such claims, lawsuits and pending actions will not |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 6 Months Ended |
Jan. 01, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 16. Acquisition of Things Remembered On January 10, 2023, The Company used cash on its balance sheet to fund the $5.0 million purchase, which included the intellectual property, customer list, as well as certain residual inventory and equipment. The acquisition did not twelve November 30, 2022. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 01, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by 1 800 10 10 X. not three six January 1, 2023 not may July 2, 2023. Annual Report on Form 10 July 3, 2022 The Company’s quarterly results may second 40% third fourth first |
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. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition Net revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Service and outbound shipping charged to customers are recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers. A description of our principal revenue generating activities is as follows: ● E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment. ● Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods is transferred to the customer, at the point of sale, at which time payment is received. ● Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms are typically 30 ● BloomNet Services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet Services are typically month-to-month and as a result no 30 Deferred Revenues Deferred revenues are recorded when the Company has received consideration (i.e. advance payment) before satisfying its performance obligations. As such, customer orders are recorded as deferred revenue prior to shipment or rendering of product or services. Deferred revenues primarily relate to e-commerce orders placed, but not Our total deferred revenue as of July 3, 2022 three six January 1, 2023. January 1, 2023 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements The Company does not |
Note 2 - Net Income (Loss) Pe_2
Note 2 - Net Income (Loss) Per Common Share (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 (in thousands, except per share data) Numerator: Net income $ 82,530 $ 88,468 $ 48,838 $ 75,269 Denominator: Weighted average shares outstanding 64,675 65,261 64,606 65,161 Effect of dilutive securities: Employee stock options - 14 - 98 Employee restricted stock awards 160 694 214 695 160 708 214 793 Adjusted weighted-average shares and assumed conversions 64,835 65,969 64,820 65,954 Net income per common share Basic $ 1.28 $ 1.36 $ 0.76 $ 1.16 Diluted $ 1.27 $ 1.34 $ 0.75 $ 1.14 |
Note 3 - Stock-based Compensa_2
Note 3 - Stock-based Compensation (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Cost by Plan [Table Text Block] | Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 (in thousands) Stock options $ 593 $ 9 $ 593 $ 18 Restricted stock 1,306 2,282 2,861 5,278 Total 1,899 2,291 3,454 5,296 Deferred income tax benefit 465 565 846 1,306 Stock-based compensation expense, net $ 1,434 $ 1,726 $ 2,608 $ 3,990 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 (in thousands) Marketing and sales $ 874 $ 1,006 $ 1,574 $ 2,333 Technology and development 152 91 307 211 General and administrative 873 1,194 1,573 2,752 Total $ 1,899 $ 2,291 $ 3,454 $ 5,296 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding at July 3, 2022 - $ - Granted 2,346,416 $ 8.59 Exercised - $ - Forfeited - - Outstanding at January 1, 2023 2,346,416 $ 8.59 9.9 $ 2,276 Exercisable at January 1, 2023 - $ - - $ - |
Schedule of Nonvested Share Activity [Table Text Block] | Shares Weighted Average Grant Date Fair Value Non-vested at July 3, 2022 929,709 $ 21.82 Granted 717,799 $ 8.38 Vested (368,249 ) $ 17.68 Forfeited (37,903 ) $ 21.30 Non-vested at January 1, 2023 1,241,356 $ 15.29 |
Note 4 - Acquisitions (Tables)
Note 4 - Acquisitions (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Vital Choice Preliminary Purchase Price Allocation Measurement Period Interim Adjustments Vital Choice Purchase Price Allocation October 27, January 1, 2021 2023 (in thousands) Inventory $ 8,653 $ - $ 8,653 Other current assets 929 (474 ) 455 Property, plant and equipment 205 (205 ) - Intangible assets 9,800 (600 ) 9,200 Goodwill 4,383 634 5,017 Total assets acquired 23,970 (645 ) 23,325 Current liabilities 3,621 (256 ) 3,365 Net assets acquired $ 20,349 $ (389 ) $ 19,960 |
Note 5 - Inventory, Net (Tables
Note 5 - Inventory, Net (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | January 1, 2023 July 3, 2022 (in thousands) Finished goods $ 109,404 $ 128,760 Work-in-process 19,065 29,270 Raw materials 72,588 89,533 Total inventory $ 201,057 $ 247,563 |
Note 6 - Goodwill and Intangi_2
Note 6 - Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total (in thousands) Balance at July 3, 2022 $ 151,600 $ - $ 61,687 $ 213,287 Measurement period adjustment for Vital Choice Acquisition - - 600 600 Measurement period adjustment for Alice's Table Acquisition 112 - - 112 Balance at January 1, 2023 $ 151,712 $ - $ 62,287 $ 213,999 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block] | January 1, 2023 July 3, 2022 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 $ 6,516 $ 904 $ 7,420 $ 6,464 $ 956 Customer lists 3 - 10 28,309 19,512 8,797 28,509 17,473 11,036 Other 5 - 14 2,946 2,573 373 2,946 2,543 403 Total intangible assets with determinable lives 38,675 28,601 10,074 38,875 26,480 12,395 Trademarks with indefinite lives 132,773 - 132,773 133,173 - 133,173 Total identifiable intangible assets $ 171,448 $ 28,601 $ 142,847 $ 172,048 $ 26,480 $ 145,568 |
Note 8 - Debt, Net (Tables)
Note 8 - Debt, Net (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | January 1, 2023 July 3, 2022 (in thousands) Revolver $ - $ - Term Loans 155,000 165,000 Deferred financing costs (2,214 ) (2,503 ) Total debt 152,786 162,497 Less: current debt 20,000 20,000 Long-term debt $ 132,786 $ 142,497 |
Note 9 - Property, Plant and _2
Note 9 - Property, Plant and Equipment (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | January 1, 2023 July 3, 2022 (in thousands) Land $ 33,866 $ 33,862 Orchards in production and land improvements 20,134 19,773 Building and building improvements 66,631 65,909 Leasehold improvements 29,039 26,266 Production equipment 120,179 106,244 Furniture and fixtures 8,895 8,985 Computer and telecommunication equipment 40,590 38,934 Software 180,187 165,289 Capital projects in progress 3,980 14,525 Property, plant and equipment, gross 503,501 479,787 Accumulated depreciation and amortization (267,588 ) (243,306 ) Property, plant and equipment, net $ 235,913 $ 236,481 |
Note 10 - Fair Value Measurem_2
Note 10 - Fair Value Measurements (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Carrying Value Fair Value Measurements Assets (Liabilities) Level 1 Level 2 Level 3 (in thousands) As of January 1, 2023: Trading securities held in a “rabbi trust” (1) $ 19,621 $ 19,621 $ - $ - Total assets (liabilities) at fair value $ 19,621 $ 19,621 $ - $ - As of July 3, 2022: Trading securities held in a “rabbi trust” (1) $ 17,760 $ 17,760 $ - $ - Total assets (liabilities) at fair value $ 17,760 $ 17,760 $ - $ - |
Note 12 - Business Segments (Ta
Note 12 - Business Segments (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Net Revenues: (in thousands) Segment Net Revenues: Consumer Floral & Gifts $ 277,049 $ 315,083 $ 439,229 $ 496,312 BloomNet 32,852 37,930 66,219 68,764 Gourmet Foods & Gift Baskets 588,431 590,946 696,659 688,428 Corporate 72 69 116 114 Intercompany eliminations (527 ) (984 ) (742 ) (1,201 ) Total net revenues $ 897,877 $ 943,044 $ 1,201,481 $ 1,252,417 Operating Income: Segment Contribution Margin: Consumer Floral & Gifts $ 27,886 $ 38,156 $ 38,696 $ 57,346 BloomNet 9,348 11,887 18,865 22,747 Gourmet Foods & Gift Baskets 123,503 110,502 104,793 102,829 Segment Contribution Margin Subtotal 160,737 160,545 162,354 182,922 Corporate (a) (31,297 ) (32,228 ) (61,580 ) (63,959 ) Depreciation and amortization (14,315 ) (12,588 ) (27,009 ) (23,558 ) Operating income $ 115,125 $ 115,729 $ 73,765 $ 95,405 |
Disaggregation of Revenue [Table Text Block] | Three Months Ended Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Corporate and Eliminations Consolidated January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Net revenues E-commerce $ 275,081 $ 312,820 $ - $ - $ 515,329 $ 514,702 $ - $ - $ 790,410 $ 827,522 Other 1,968 2,263 32,852 37,930 73,102 76,244 (455 ) (915 ) 107,467 115,522 Total net revenues $ 277,049 $ 315,083 $ 32,852 $ 37,930 $ 588,431 $ 590,946 $ (455 ) $ (915 ) $ 897,877 $ 943,044 Other revenues detail Retail and other 1,968 2,263 - - 4,313 4,591 - - 6,281 6,854 Wholesale - - 12,054 14,584 68,789 71,653 - - 80,843 86,237 BloomNet services - - 20,798 23,346 - - - - 20,798 23,346 Corporate - - - - - - 72 69 72 69 Eliminations - - - - - - (527 ) (984 ) (527 ) (984 ) Total other revenues $ 1,968 2,263 $ 32,852 $ 37,930 $ 73,102 $ 76,244 $ (455 ) $ (915 ) $ 107,467 115,522 Six Months Ended Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Corporate and Eliminations Consolidated January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 Net revenues E-commerce $ 435,463 $ 492,106 $ - $ - $ 593,869 $ 598,787 $ - $ - $ 1,029,332 $ 1,090,893 Other 3,766 4,206 66,219 68,764 102,790 89,641 (626 ) (1,087 ) 172,149 161,524 Total net revenues $ 439,229 $ 496,312 $ 66,219 $ 68,764 $ 696,659 $ 688,428 $ (626 ) $ (1,087 ) $ 1,201,481 $ 1,252,417 Other revenues detail Retail and other 3,766 4,206 - - 6,221 6,428 - - 9,987 10,634 Wholesale - - 25,675 24,568 96,569 83,213 - - 122,244 107,781 BloomNet services - - 40,544 44,196 - - - - 40,544 44,196 Corporate - - - - - - 116 114 116 114 Eliminations - - - - - - (742 ) (1,201 ) (742 ) (1,201 ) Total other revenues $ 3,766 4,206 $ 66,219 $ 68,764 $ 102,790 $ 89,641 $ (626 ) $ (1,087 ) $ 172,149 161,524 |
Note 13 - Leases (Tables)
Note 13 - Leases (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Three Months Ended Six Months Ended January 1, 2023 December 26, 2021 January 1, 2023 December 26, 2021 (in thousands) Lease costs: Operating lease costs $ 5,606 $ 5,101 $ 10,953 $ 9,064 Variable lease costs 6,603 5,745 12,454 10,875 Short-term lease cost 2,889 2,916 4,454 4,497 Sublease income (241 ) (175 ) (484 ) (357 ) Total lease costs $ 14,857 $ 13,587 $ 27,377 $ 24,079 Cash paid for amounts included in measurement of operating lease liabilities $ 9,851 $ 7,309 Right-of-use assets obtained in exchange for new operating lease liabilities $ 10,521 $ 55,433 January 1, 2023 (in thousands) Weighted-average remaining lease term - operating leases (in years) 9.1 Weighted-discount rate - operating leases 3.9 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Remainder of 2023 $ 9,358 2024 22,235 2025 19,946 2026 18,006 2027 16,376 Thereafter 82,497 Total Future Minimum Lease Payments 168,418 Less: Imputed Remaining Interest 28,404 Total Operating Lease Liabilities 140,014 Less: Current portion of long-term operating lease liabilities 15,289 Long-term operating lease liabilities $ 124,725 |
Note 14 - Accrued Expenses (Tab
Note 14 - Accrued Expenses (Tables) | 6 Months Ended |
Jan. 01, 2023 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | January 1, 2023 July 3, 2022 (in thousands) Payroll and employee benefits $ 33,543 $ 37,617 Deferred revenue 46,537 33,746 Accrued marketing expenses 22,138 19,506 Accrued florist payout 22,210 18,938 Accrued purchases 46,464 32,141 Other 63,034 33,444 Accrued Expenses $ 233,926 $ 175,392 |
Note 1 - Accounting Policies (D
Note 1 - Accounting Policies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jan. 01, 2023 | Jan. 01, 2023 | Jul. 03, 2022 | |
Contract with Customer, Liability, Current | $ 46.5 | $ 46.5 | $ 33.7 |
Contract with Customer, Liability, Revenue Recognized | $ 9.9 | $ 26.8 |
Note 2 - Net Income (Loss) Pe_3
Note 2 - Net Income (Loss) Per Common Share - Basic and Diluted Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Net income | $ 82,530 | $ 88,468 | $ 48,838 | $ 75,269 |
Basic (in shares) | 64,675 | 65,261 | 64,606 | 65,161 |
Effect of dilutive securities (in shares) | 160 | 708 | 214 | 793 |
Adjusted weighted-average shares and assumed conversions (in shares) | 64,835 | 65,969 | 64,820 | 65,954 |
Basic net income per common share (in dollars per share) | $ 1.28 | $ 1.36 | $ 0.76 | $ 1.16 |
Diluted net income per common share (in dollars per share) | $ 1.27 | $ 1.34 | $ 0.75 | $ 1.14 |
Share-Based Payment Arrangement, Option [Member] | ||||
Effect of dilutive securities (in shares) | 0 | 14 | 0 | 98 |
Restricted Stock [Member] | ||||
Effect of dilutive securities (in shares) | 160 | 694 | 214 | 695 |
Note 3 - Stock-based Compensa_3
Note 3 - Stock-based Compensation (Details Textual) $ in Millions | 6 Months Ended |
Jan. 01, 2023 USD ($) | |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 11.4 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 10 months 24 days |
Restricted Stock [Member] | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 13.7 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 10 months 24 days |
Note 3 - Stock-based Compensa_4
Note 3 - Stock-based Compensation - Stock-based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Allocated share-based compensation expense | $ 1,899 | $ 2,291 | $ 3,454 | $ 5,296 |
Deferred income tax benefit | 465 | 565 | 846 | 1,306 |
Allocated share-based compensation expense, net | 1,434 | 1,726 | 2,608 | 3,990 |
Share-Based Payment Arrangement, Option [Member] | ||||
Allocated share-based compensation expense | 593 | 9 | 593 | 18 |
Restricted Stock [Member] | ||||
Allocated share-based compensation expense | $ 1,306 | $ 2,282 | $ 2,861 | $ 5,278 |
Note 3 - Stock-based Compensa_5
Note 3 - Stock-based Compensation - Allocation of Stock-based Compensation to Operating Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Allocated share-based compensation expense | $ 1,899 | $ 2,291 | $ 3,454 | $ 5,296 |
Selling and Marketing Expense [Member] | ||||
Allocated share-based compensation expense | 874 | 1,006 | 1,574 | 2,333 |
Technology and Development [Member] | ||||
Allocated share-based compensation expense | 152 | 91 | 307 | 211 |
General and Administrative Expense [Member] | ||||
Allocated share-based compensation expense | $ 873 | $ 1,194 | $ 1,573 | $ 2,752 |
Note 3 - Stock-based Compensa_6
Note 3 - Stock-based Compensation - Stock Option Activity (Details) | 6 Months Ended |
Jan. 01, 2023 USD ($) $ / shares shares | |
Outstanding, options (in shares) | shares | 0 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Granted, options (in shares) | shares | 2,346,416 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 8.59 |
Exercised, options (in shares) | shares | 0 |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Forfeited, options (in shares) | shares | 0 |
Forfeited, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Outstanding, options (in shares) | shares | 2,346,416 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 8.59 |
Outstanding, weighted average remaining contractual term (Year) | 9 years 10 months 24 days |
Outstanding, aggregate intrinsic value | $ | $ 2,276 |
Exercisable, options (in shares) | shares | 0 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Exercisable, aggregate intrinsic value | $ | $ 0 |
Note 3 - Stock-based Compensa_7
Note 3 - Stock-based Compensation - Non-vested Restricted Stock Activity (Details) - Restricted Stock [Member] | 6 Months Ended |
Jan. 01, 2023 $ / shares shares | |
Non-vested – beginning of period (in shares) | shares | 929,709 |
Non-vested , Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 21.82 |
Granted (in shares) | shares | 717,799 |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 8.38 |
Vested (in shares) | shares | (368,249) |
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 17.68 |
Forfeited (in shares) | shares | (37,903) |
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 21.30 |
Non-vested - end of period (in shares) | shares | 1,241,356 |
Non-vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 15.29 |
Note 4 - Acquisitions (Details
Note 4 - Acquisitions (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Oct. 27, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 03, 2022 | Jun. 27, 2021 | |
Revenue from Contract with Customer, Excluding Assessed Tax, Total | $ 897,877 | $ 943,044 | $ 1,201,481 | $ 1,252,417 | ||||||
Goodwill, Ending Balance | 213,999 | $ 213,999 | $ 213,999 | $ 213,999 | $ 213,287 | $ 213,287 | ||||
Customer Lists [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | |||||||||
Vital Choice [Member] | ||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | $ 27,800 | |||||||||
Vital Choice [Member] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 20,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | 9,800 | 9,200 | $ 9,200 | |||||||
Goodwill, Ending Balance | 4,383 | 5,017 | 5,017 | |||||||
Vital Choice [Member] | Trade Names [Member] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | 4,900 | |||||||||
Goodwill, Ending Balance | 5,000 | |||||||||
Vital Choice [Member] | Customer Lists [Member] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | $ 4,300 | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years | |||||||||
Alice's Table, Inc. [Member] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 1,300 | |||||||||
Revenue from Contract with Customer, Excluding Assessed Tax, Total | $ 3,800 | |||||||||
Goodwill, Ending Balance | 800 | 800 | ||||||||
Payments to Acquire Businesses, Gross | 800 | |||||||||
Business Combination, Consideration Transferred, Other | 300 | |||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 300 | |||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 100% | |||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Loss | $ 700 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 200 | 200 | ||||||||
Alice's Table, Inc. [Member] | Trademarks [Member] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | $ 500 | 500 | ||||||||
Alice's Table, Inc. [Member] | Customer Lists [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 4 years | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 200 | $ 200 |
Note 4 - Acquisitions - Prelimi
Note 4 - Acquisitions - Preliminary Allocation of the Purchase Price to the Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | 14 Months Ended | |||
Dec. 26, 2021 | Jan. 01, 2023 | Jul. 03, 2022 | Oct. 27, 2021 | Jun. 27, 2021 | |
Goodwill | $ 213,999 | $ 213,999 | $ 213,287 | $ 213,287 | |
Vital Choice [Member] | |||||
Inventory | 8,653 | $ 8,653 | |||
Other current assets | 455 | 929 | |||
Other current assets, adjustment | (474) | ||||
Property, plant and equipment | 0 | 205 | |||
Property, plant and equipment, adjustment | (205) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | 9,200 | 9,800 | |||
Intangible assets, adjustment | (600) | ||||
Goodwill | 5,017 | 4,383 | |||
Goodwill, adjustment | $ 600 | 634 | |||
Total assets acquired | 23,325 | 23,970 | |||
Total assets acquired, adjustment | (645) | ||||
Current liabilities | 3,365 | 3,621 | |||
Current liabilities, adjustment | (256) | ||||
Net assets acquired | 19,960 | $ 20,349 | |||
Net assets acquired, adjustment | $ (389) |
Note 5 - Inventory, Net - Summa
Note 5 - Inventory, Net - Summary of Inventory (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Finished goods | $ 109,404 | $ 128,760 |
Work-in-process | 19,065 | 29,270 |
Raw materials | 72,588 | 89,533 |
Total inventory | $ 201,057 | $ 247,563 |
Note 6 - Goodwill and Intangi_3
Note 6 - Goodwill and Intangible Assets, Net (Details Textual) $ in Millions | Jan. 01, 2023 USD ($) |
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | $ 2 |
Finite-Lived Intangible Asset, Expected Amortization, Year One | 4.2 |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 1.7 |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 1.1 |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 0.5 |
Finite-Lived Intangible Asset, Expected Amortization, after Year Four | $ 0.6 |
Note 6 - Goodwill and Intangi_4
Note 6 - Goodwill and Intangible Assets, Net - Goodwill by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 14 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | |
Balance | $ 213,287 | $ 213,287 | |||
Balance | $ 213,999 | $ 213,999 | 213,999 | 213,999 | $ 213,999 |
Vital Choice [Member] | |||||
Balance | 4,383 | ||||
Measurement period adjustment | 600 | 634 | |||
Balance | 5,017 | 5,017 | 5,017 | ||
Alice's Table, Inc. [Member] | |||||
Measurement period adjustment | 112 | ||||
Balance | 800 | 800 | 800 | ||
Consumer Floral [Member] | |||||
Balance | 151,600 | ||||
Balance | 151,712 | 151,712 | 151,712 | ||
Consumer Floral [Member] | Vital Choice [Member] | |||||
Measurement period adjustment | 0 | ||||
Consumer Floral [Member] | Alice's Table, Inc. [Member] | |||||
Measurement period adjustment | 112 | ||||
BloomNet Wire Service [Member] | |||||
Balance | 0 | ||||
Balance | 0 | $ 0 | |||
BloomNet Wire Service [Member] | Vital Choice [Member] | |||||
Measurement period adjustment | 0 | ||||
BloomNet Wire Service [Member] | Alice's Table, Inc. [Member] | |||||
Measurement period adjustment | $ 0 | ||||
Gourmet Foods and Gift Baskets [Member] | |||||
Balance | 61,687 | ||||
Balance | $ 62,287 | 62,287 | $ 62,287 | ||
Gourmet Foods and Gift Baskets [Member] | Vital Choice [Member] | |||||
Measurement period adjustment | 600 | ||||
Gourmet Foods and Gift Baskets [Member] | Alice's Table, Inc. [Member] | |||||
Measurement period adjustment | $ 0 |
Note 6 - Goodwill and Intangi_5
Note 6 - Goodwill and Intangible Assets, Net - Other Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 01, 2023 | Jul. 03, 2022 | |
Intangible assets with determinable lives, gross | $ 38,675 | $ 38,875 |
Accumulated amortization | 28,601 | 26,480 |
Intangible assets with determinable lives, net | 10,074 | 12,395 |
Trademarks with indefinite lives, gross | 132,773 | 133,173 |
Total identifiable intangible assets, gross | 171,448 | 172,048 |
Accumulated amortization | 28,601 | 26,480 |
Other intangibles, net | $ 142,847 | 145,568 |
Licensing Agreements [Member] | ||
Finite-lived intangible asset, useful life (Year) | 16 years | |
Intangible assets with determinable lives, gross | $ 7,420 | 7,420 |
Accumulated amortization | 6,516 | 6,464 |
Intangible assets with determinable lives, net | 904 | 956 |
Accumulated amortization | $ 6,516 | 6,464 |
Licensing Agreements [Member] | Minimum [Member] | ||
Finite-lived intangible asset, useful life (Year) | 14 years | |
Customer Lists [Member] | ||
Finite-lived intangible asset, useful life (Year) | 10 years | |
Intangible assets with determinable lives, gross | $ 28,309 | 28,509 |
Accumulated amortization | 19,512 | 17,473 |
Intangible assets with determinable lives, net | 8,797 | 11,036 |
Accumulated amortization | $ 19,512 | 17,473 |
Customer Lists [Member] | Minimum [Member] | ||
Finite-lived intangible asset, useful life (Year) | 3 years | |
Other Intangible Assets [Member] | ||
Finite-lived intangible asset, useful life (Year) | 14 years | |
Intangible assets with determinable lives, gross | $ 2,946 | 2,946 |
Accumulated amortization | 2,573 | 2,543 |
Intangible assets with determinable lives, net | 373 | 403 |
Accumulated amortization | $ 2,573 | $ 2,543 |
Other Intangible Assets [Member] | Minimum [Member] | ||
Finite-lived intangible asset, useful life (Year) | 5 years |
Note 7 - Investments (Details T
Note 7 - Investments (Details Textual) - USD ($) $ in Millions | Jan. 01, 2023 | Jul. 03, 2022 |
Equity Securities without Readily Determinable Fair Value, Amount | $ 3.5 | $ 3.5 |
Note 8 - Debt, Net (Details Tex
Note 8 - Debt, Net (Details Textual) $ in Millions | 29 Months Ended | |||||||||||
Aug. 20, 2020 USD ($) | May 31, 2019 USD ($) | May 31, 2024 | Apr. 02, 2023 | Jan. 01, 2023 USD ($) | Oct. 02, 2022 | Aug. 29, 2022 USD ($) | Jul. 30, 2022 | Jul. 03, 2022 USD ($) | Aug. 19, 2020 USD ($) | May 30, 2019 USD ($) | ||
The 2019 Credit Agreement [Member] | ||||||||||||
Consolidated Leverage Ratio | 4.25% | 3.25% | ||||||||||
Consolidated Fixed Charge Coverage Ratio | 1% | 1% | 1.50% | |||||||||
Capital Expenditures Disregarded in Consolidated Fixed Charge Coverage Ratio Calculation | $ 25 | $ 35 | ||||||||||
The 2019 Credit Agreement [Member] | Forecast [Member] | ||||||||||||
Consolidated Fixed Charge Coverage Ratio | 1% | |||||||||||
The 2019 Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Proceeds from Lines of Credit, Total | 200 | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 100 | |||||||||||
The 2020 Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250 | $ 200 | ||||||||||
Debt Instrument, Working Capital Sublimit | 200 | 175 | ||||||||||
Debt Instrument, Seasonally-reduced Revolver Commitments | $ 125 | $ 100 | ||||||||||
Debt Instrument, Number of Periodic Payments | 15 | |||||||||||
Term Loan [Member] | ||||||||||||
Long-term Debt, Total | [1] | $ 155 | $ 165 | |||||||||
Term Loan [Member] | The 2019 Credit Agreement [Member] | ||||||||||||
Long-term Debt, Total | $ 100 | $ 97 | ||||||||||
Debt Instrument, Number of Installment Payments | 19 | |||||||||||
Debt Instrument, Principal Payment Percentage In First Eight Payments | 5% | |||||||||||
Debt Instrument, Principal Payment Percentage In Remaining Eleven Payments | 10% | |||||||||||
Debt Instrument, Principal Payment Due Upon Maturity | $ 62.5 | |||||||||||
Term Loan [Member] | The 2019 Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate, Increase (Decrease) | (0.25%) | |||||||||||
Line of Credit and Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument, Base Rate, Basis Spread on Variable Rate | 1% | |||||||||||
Line of Credit and Term Loan [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | ||||||||||||
Debt Instrument, Base Rate, Basis Spread on Variable Rate | 0.50% | |||||||||||
The New Term Loan [Member] | The 2020 Credit Agreement [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 100 | |||||||||||
Debt Instrument Principal Payment Percentage in First Four Payments | 5% | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 67.5 | |||||||||||
Long-Term Debt, Maturity, Remainder of Fiscal Year | 10 | |||||||||||
Long-Term Debt, Maturity, Year One | $ 145 | |||||||||||
The New Term Loan [Member] | The 2020 Credit Agreement [Member] | Forecast [Member] | ||||||||||||
Debt Instrument, Principal Payment Percentage In Remaining Eleven Payments | 10% | |||||||||||
[1]On May 31, 2019, the Company and certain of its U.S. subsidiaries entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders. The 2019 Credit Agreement amended and restated the Company’s existing amended and restated credit agreement dated as of December 23, 2016 to, among other modifications: (i) increase the amount of the outstanding term loan (“Term Loan”) from approximately $97 million to $100 million, (ii) extend the maturity date of the outstanding Term Loan and the revolving credit facility (“Revolver”) by approximately 29 months to May 31, 2024, and (iii) decrease the applicable interest rate margins for LIBOR and base rate loans by 25 basis points. The Term Loan is payable in 19 quarterly installments of principal and interest beginning on September 29, 2019, with escalating principal payments, at the rate of 5.0% per annum for the first eight payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $62.5 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, may be used for working capital and general corporate purposes, subject to certain restrictions. For each borrowing under the 2019 Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) a LIBOR rate plus 1%, or (2) an adjusted LIBOR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio. |
Note 8 - Debt, Net - Summary of
Note 8 - Debt, Net - Summary of Current and Long-term Debt (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 | |
Deferred financing costs | $ (2,214) | $ (2,503) | |
Debt instrument, carrying amount | 152,786 | 162,497 | |
Less: current debt | 20,000 | 20,000 | |
Long-term debt | 132,786 | 142,497 | |
Line of Credit [Member] | |||
Revolver | [1] | 0 | 0 |
Term Loan [Member] | |||
Term Loans | [1] | $ 155,000 | $ 165,000 |
[1]On May 31, 2019, the Company and certain of its U.S. subsidiaries entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders. The 2019 Credit Agreement amended and restated the Company’s existing amended and restated credit agreement dated as of December 23, 2016 to, among other modifications: (i) increase the amount of the outstanding term loan (“Term Loan”) from approximately $97 million to $100 million, (ii) extend the maturity date of the outstanding Term Loan and the revolving credit facility (“Revolver”) by approximately 29 months to May 31, 2024, and (iii) decrease the applicable interest rate margins for LIBOR and base rate loans by 25 basis points. The Term Loan is payable in 19 quarterly installments of principal and interest beginning on September 29, 2019, with escalating principal payments, at the rate of 5.0% per annum for the first eight payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $62.5 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, may be used for working capital and general corporate purposes, subject to certain restrictions. For each borrowing under the 2019 Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) a LIBOR rate plus 1%, or (2) an adjusted LIBOR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio. |
Note 9 - Property, Plant and _3
Note 9 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Property, plant, and equipment, gross | $ 503,501 | $ 479,787 |
Accumulated depreciation and amortization | (267,588) | (243,306) |
Property, plant and equipment, net | 235,913 | 236,481 |
Land [Member] | ||
Property, plant, and equipment, gross | 33,866 | 33,862 |
Orchards in Production and Land Improvements [Member] | ||
Property, plant, and equipment, gross | 20,134 | 19,773 |
Building and Building Improvements [Member] | ||
Property, plant, and equipment, gross | 66,631 | 65,909 |
Leasehold Improvements [Member] | ||
Property, plant, and equipment, gross | 29,039 | 26,266 |
Equipment [Member] | ||
Property, plant, and equipment, gross | 120,179 | 106,244 |
Furniture and Fixtures [Member] | ||
Property, plant, and equipment, gross | 8,895 | 8,985 |
Computer and Telecommunication Equipment [Member] | ||
Property, plant, and equipment, gross | 40,590 | 38,934 |
Software and Software Development Costs [Member] | ||
Property, plant, and equipment, gross | 180,187 | 165,289 |
Capital Projects in Progress [Member] | ||
Property, plant, and equipment, gross | $ 3,980 | $ 14,525 |
Note 10 - Fair Value Measurem_3
Note 10 - Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 | |
Trading securities held in a “rabbi trust” | [1] | $ 19,621 | $ 17,760 |
Total assets (liabilities) at fair value | 19,621 | 17,760 | |
Fair Value, Inputs, Level 1 [Member] | |||
Trading securities held in a “rabbi trust” | [1] | 19,621 | 17,760 |
Total assets (liabilities) at fair value | 19,621 | 17,760 | |
Fair Value, Inputs, Level 2 [Member] | |||
Trading securities held in a “rabbi trust” | [1] | 0 | 0 |
Total assets (liabilities) at fair value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Trading securities held in a “rabbi trust” | [1] | 0 | 0 |
Total assets (liabilities) at fair value | $ 0 | $ 0 | |
[1]The Company has established a NQDC 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 Millions | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 25.50% | 24% | 25.70% | 20.90% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | ||
Unrecognized Tax Benefits, Ending Balance | $ 1.4 | $ 1.4 | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $ 0.1 | $ 0.1 | ||
Domestic Tax Authority [Member] | ||||
Open Tax Year | 2019 2020 2021 | |||
State and Local Jurisdiction [Member] | ||||
Open Tax Year | 2016 2017 2018 2019 |
Note 12 - Business Segments (De
Note 12 - Business Segments (Details Textual) | 6 Months Ended |
Jan. 01, 2023 | |
Number of Reportable Segments | 3 |
Note 12 - Business Segments - S
Note 12 - Business Segments - Segment Performance (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | ||
Net revenues | $ 897,877 | $ 943,044 | $ 1,201,481 | $ 1,252,417 | |
Depreciation and amortization | (14,315) | (12,588) | (27,009) | (23,558) | |
Operating income | 115,125 | 115,729 | 73,765 | 95,405 | |
Operating Segments [Member] | |||||
Net revenues | 897,877 | 943,044 | 1,201,481 | 1,252,417 | |
Contribution margin | 160,737 | 160,545 | 162,354 | 182,922 | |
Corporate, Non-Segment [Member] | |||||
Net revenues | 72 | 69 | 116 | 114 | |
Corporate (a) | [1] | (31,297) | (32,228) | (61,580) | (63,959) |
Intersegment Eliminations [Member] | |||||
Net revenues | (527) | (984) | (742) | (1,201) | |
Consumer Floral and Gifts [Member] | Operating Segments [Member] | |||||
Net revenues | 277,049 | 315,083 | 439,229 | 496,312 | |
BloomNet [Member] | Operating Segments [Member] | |||||
Net revenues | 32,852 | 37,930 | 66,219 | 68,764 | |
Contribution margin | 9,348 | 11,887 | 18,865 | 22,747 | |
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | |||||
Net revenues | 588,431 | 590,946 | 696,659 | 688,428 | |
Contribution margin | 123,503 | 110,502 | 104,793 | 102,829 | |
Consumer Floral [Member] | Operating Segments [Member] | |||||
Net revenues | 277,049 | 315,083 | 439,229 | 496,312 | |
Contribution margin | $ 27,886 | $ 38,156 | $ 38,696 | $ 57,346 | |
[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 12 - Business Segments - D
Note 12 - Business Segments - Disaggregation of Revenue From Contracts With Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Net revenues | $ 897,877 | $ 943,044 | $ 1,201,481 | $ 1,252,417 |
Product and Service, Other [Member] | ||||
Net revenues | 107,467 | 115,522 | 172,149 | 161,524 |
Operating Segments [Member] | ||||
Net revenues | 897,877 | 943,044 | 1,201,481 | 1,252,417 |
Operating Segments [Member] | E-commerce [Member] | ||||
Net revenues | 790,410 | 827,522 | 1,029,332 | 1,090,893 |
Operating Segments [Member] | Product and Service, Other [Member] | ||||
Net revenues | 107,467 | 115,522 | 172,149 | 161,524 |
Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member] | ||||
Net revenues | 6,281 | 6,854 | 9,987 | 10,634 |
Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member] | ||||
Net revenues | 80,843 | 86,237 | 122,244 | 107,781 |
Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member] | ||||
Net revenues | 20,798 | 23,346 | 40,544 | 44,196 |
Corporate, Non-Segment [Member] | ||||
Net revenues | 72 | 69 | 116 | 114 |
Intersegment Eliminations [Member] | ||||
Net revenues | (527) | (984) | (742) | (1,201) |
Consumer Floral [Member] | Product and Service, Other [Member] | ||||
Net revenues | 1,968 | 2,263 | 3,766 | 4,206 |
Consumer Floral [Member] | Operating Segments [Member] | ||||
Net revenues | 277,049 | 315,083 | 439,229 | 496,312 |
Consumer Floral [Member] | Operating Segments [Member] | E-commerce [Member] | ||||
Net revenues | 275,081 | 312,820 | 435,463 | 492,106 |
Consumer Floral [Member] | Operating Segments [Member] | Product and Service, Other [Member] | ||||
Net revenues | 1,968 | 2,263 | 3,766 | 4,206 |
Consumer Floral [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member] | ||||
Net revenues | 1,968 | 2,263 | 3,766 | 4,206 |
Consumer Floral [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Consumer Floral [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Consumer Floral [Member] | Corporate, Non-Segment [Member] | Product and Service, Other [Member] | ||||
Net revenues | 72 | 69 | 116 | 114 |
Consumer Floral [Member] | Intersegment Eliminations [Member] | Product and Service, Other [Member] | ||||
Net revenues | (527) | (984) | (742) | (1,201) |
BloomNet Wire Service [Member] | Operating Segments [Member] | E-commerce [Member] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Gourmet Foods and Gift Baskets [Member] | Product and Service, Other [Member] | ||||
Net revenues | 73,102 | 76,244 | 102,790 | 89,641 |
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | ||||
Net revenues | 588,431 | 590,946 | 696,659 | 688,428 |
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | E-commerce [Member] | ||||
Net revenues | 515,329 | 514,702 | 593,869 | 598,787 |
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | Product and Service, Other [Member] | ||||
Net revenues | 73,102 | 76,244 | 102,790 | 89,641 |
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member] | ||||
Net revenues | 4,313 | 4,591 | 6,221 | 6,428 |
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member] | ||||
Net revenues | 68,789 | 71,653 | 96,569 | 83,213 |
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Corporate and Other [Member] | Product and Service, Other [Member] | ||||
Net revenues | (455) | (915) | (626) | (1,087) |
Corporate and Other [Member] | Operating Segments [Member] | ||||
Net revenues | (455) | (915) | (626) | (1,087) |
Corporate and Other [Member] | Operating Segments [Member] | E-commerce [Member] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Corporate and Other [Member] | Operating Segments [Member] | Product and Service, Other [Member] | ||||
Net revenues | (455) | (915) | (626) | (1,087) |
Corporate and Other [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Corporate and Other [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Corporate and Other [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member] | ||||
Net revenues | 0 | 0 | 0 | 0 |
BloomNet [Member] | Product and Service, Other [Member] | ||||
Net revenues | 32,852 | 37,930 | 66,219 | 68,764 |
BloomNet [Member] | Operating Segments [Member] | ||||
Net revenues | 32,852 | 37,930 | 66,219 | 68,764 |
BloomNet [Member] | Operating Segments [Member] | Product and Service, Other [Member] | ||||
Net revenues | 32,852 | 37,930 | 66,219 | 68,764 |
BloomNet [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member] | ||||
Net revenues | 0 | 0 | 0 | 0 |
BloomNet [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member] | ||||
Net revenues | 12,054 | 14,584 | 25,675 | 24,568 |
BloomNet [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member] | ||||
Net revenues | $ 20,798 | $ 23,346 | $ 40,544 | $ 44,196 |
Note 13 - Leases - Lease Costs
Note 13 - Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 26, 2021 | Jan. 01, 2023 | Dec. 26, 2021 | |
Operating lease costs | $ 5,606 | $ 5,101 | $ 10,953 | $ 9,064 |
Variable lease costs | 6,603 | 5,745 | 12,454 | 10,875 |
Short-term lease cost | 2,889 | 2,916 | 4,454 | 4,497 |
Sublease income | (241) | (175) | (484) | (357) |
Total lease costs | $ 14,857 | $ 13,587 | 27,377 | 24,079 |
Cash paid for amounts included in measurement of operating lease liabilities | 9,851 | 7,309 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 10,521 | $ 55,433 | ||
Weighted-average remaining lease term - operating leases (in years) (Year) | 9 years 1 month 6 days | 9 years 1 month 6 days | ||
Weighted-discount rate - operating leases | 3.90% | 3.90% |
Note 13 - Leases - Maturities o
Note 13 - Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Remainder of 2023 | $ 9,358 | |
2024 | 22,235 | |
2025 | 19,946 | |
2026 | 18,006 | |
2027 | 16,376 | |
Thereafter | 82,497 | |
Total Future Minimum Lease Payments | 168,418 | |
Less: Imputed Remaining Interest | 28,404 | |
Total Operating Lease Liabilities | 140,014 | |
Less: Current portion of long-term operating lease liabilities | 15,289 | $ 12,919 |
Long-term operating lease liabilities | $ 124,725 | $ 123,662 |
Note 14 - Accrued Expenses - Ac
Note 14 - Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jul. 03, 2022 |
Payroll and employee benefits | $ 33,543 | $ 37,617 |
Deferred revenue | 46,537 | 33,746 |
Accrued marketing expenses | 22,138 | 19,506 |
Accrued florist payout | 22,210 | 18,938 |
Accrued purchases | 46,464 | 32,141 |
Other | 63,034 | 33,444 |
Accrued Expenses | $ 233,926 | $ 175,392 |
Note 15 - Commitments and Con_2
Note 15 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | Jan. 01, 2023 | Jul. 03, 2022 | Mar. 27, 2022 |
Accrued Expenses [Member] | |||
Loss Contingency Accrual, Ending Balance | $ 2.9 | $ 2.9 | $ 2.9 |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 10, 2023 | Nov. 30, 2022 | |
Things Remembered [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 30.4 | |
Subsequent Event [Member] | Things Remembered Brand [Member] | ||
Business Combination, Consideration Transferred, Total | $ 5 |