Edgar Filing: 1 800 FLOWERS COM INC

flws20141228_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 28, 2014

___

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File No. 0-26841

1-800-FLOWERS.COM, Inc.

(Exact name of registrant as specified in its charter)


DELAWARE		11-3117311
(State of		(I.R.S. Employer
incorporation)		Identification No.)

One Old Country Road, Carle Place, New York 11514

(Address of principal executive offices)(Zip code)

(516) 237-6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☑
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

The number of shares outstanding of each of the Registrant’s classes of common stock:

27,928,475

(Number of shares of Class A common stock outstanding as of January 30, 2015)

36,778,594

(Number of shares of Class B common stock outstanding as of January 30, 2015)

1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

INDEX

		Page

Part I.	Financial Information

Item 1.	Consolidated Financial Statements:

	Consolidated Balance Sheets – December 28, 2014 (Unaudited) and June 29, 2014	1

	Consolidated Statements of Operations (Unaudited) – Three and Six Months Ended December 28, 2014 and December 29, 2013	2

	Consolidated Statements of Comprehensive Income (Unaudited) – Three and Six Months Ended December 28, 2014 and December 29, 2013	3

	Consolidated Statements of Cash Flows (Unaudited) – Six Months Ended December 28, 2014 and December 29, 2013	4

	Notes to Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

Part II.	Other Information

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

Signatures		40

PART I. – FINANCIAL INFORMATION

ITEM 1. – CONSOLIDATED FINANCIAL STATEMENTS

1-800-FLOWERS.COM, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share data)

	December 28, 2014			June 29, 2014
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	101,220		$	5,203
Receivables, net		59,442			13,339
Insurance receivable		14,945			-
Inventories		70,808			58,520
Deferred tax assets		6,257			5,156
Prepaid and other		16,224			9,600
Total current assets		268,896			91,818

Property, plant and equipment, net		153,370			60,147
Goodwill		99,690			60,166
Other intangibles, net		59,058			44,616
Deferred tax assets		-			2,002
Other assets		13,078			8,820
Total assets	$	594,092		$	267,569

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	54,777		$	24,447
Accrued expenses		144,528			49,517
Current maturities of long-term debt		14,944			343
Total current liabilities		214,249			74,307

Long-term debt		124,688			-
Deferred tax liabilities		21,204			649
Other liabilities		7,664			6,495
Total liabilities		367,805			81,451
Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued		-			-
Class A common stock, $.01 par value, 200,000,000 shares authorized; 39,528,826 and 38,119,398 shares issued at December 28, 2014 and June 29, 2014, respectively		395			381
Class B common stock, $.01 par value, 200,000,000 shares authorized; 42,058,594 shares issued at December 28, 2014 and June 29, 2014		420			420
Additional paid-in capital		310,066			305,510
Retained deficit		(27,044	)		(68,565	)
Accumulated other comprehensive loss		(427	)		(75	)
Treasury stock, at cost – 11,513,975 and 10,818,437 Class A shares at December 28, 2014 and June 29, 2014, respectively, and 5,280,000 Class B shares at December 28, 2014 and June 29, 2014		(59,483	)		(54,472	)
Total 1-800-FLOWERS.COM, Inc. stockholders' equity		223,927			183,199
Noncontrolling interest in subsidiary		2,360			2,919
Total equity		226,287			186,118
Total liabilities and equity	$	594,092		$	267,569

See accompanying Notes to Consolidated Financial Statements.

1-800-FLOWERS.COM, Inc. and Subsidiaries

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended						Six Months Ended
	December 28, 2014			December 29, 2013			December 28, 2014			December 29, 2013
Net revenues		534,275			266,337			660,978			389,385
Cost of revenues		293,850			155,360			367,240			227,111
Gross profit		240,425			110,977			293,738			162,274
Operating expenses:
Marketing and sales		122,026			57,656			157,598			92,135
Technology and development		9,329			5,319			14,929			10,717
General and administrative		25,558			14,267			39,226			28,079
Depreciation and amortization		8,679			5,036			13,780			9,725
Total operating expenses		165,592			82,278			225,533			140,656
Operating income		74,833			28,699			68,205			21,618
Interest expense and other, net		2,638			418			3,391			710
Income from continuing operations before income taxes		72,195			28,281			64,814			20,908
Income tax expense from continuing operations		26,655			10,798			23,852			7,982
Income from continuing operations		45,540			17,483			40,962			12,926
Income from discontinued operations, net of tax		-			503			-			421
Net income	$	45,540		$	17,986		$	40,962		$	13,347
Less: Net loss attributable to noncontrolling interest		(231	)		(41	)		(559	)		(41	)
Net income attributable to 1-800-FLOWERS.COM, Inc.	$	45,771		$	18,027		$	41,521		$	13,388


Basic net income per common share attributable to 1-800-FLOWERS.COM, Inc.
From continuing operations	$	0.71		$	0.27		$	0.65		$	0.20
From discontinued operations		-			0.01			-			0.01
Basic net income per common share	$	0.71		$	0.28		$	0.65		$	0.21

Diluted net income per common share attributable to 1-800-FLOWERS.COM, Inc.
From continuing operations	$	0.68		$	0.27		$	0.62		$	0.20
From discontinued operations		-			0.01			-			0.01
Diluted net income per common share	$	0.68		$	0.27		$	0.62		$	0.20

Weighted average shares used in the calculation of net income per common share
Basic		64,443			64,016			64,195			63,907
Diluted		67,061			66,095			66,641			66,383

See accompanying Notes to Consolidated Financial Statements.

1-800-FLOWERS.COM, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Three Months Ended						Six Months Ended
	December 28, 2014			December 29, 2013			December 28, 2014			December 29, 2013
				(in thousands)
Net income	$	45,540		$	17,986		$	40,962		$	13,347
Other comprehensive loss (currency translation)		(412	)		(12	)		(352	)		(12	)
Comprehensive income		45,128			17,974			40,610			13,335

Net loss attributable to noncontrolling interest		(231	)		(41	)		(559	)		(41	)
Other comprehensive loss (currency translation) attributable to noncontrolling interest		(170	)		-			(129	)		-
Comprehensive loss attributable to noncontrolling interest		(401	)		(41	)		(688	)		(41	)
Comprehensive income attributable to 1-800-FLOWERS.COM, Inc.	$	45,529		$	18,015		$	41,298		$	13,376

See accompanying Notes to Consolidated Financial Statements.

1-800-FLOWERS.COM, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six Months Ended
	December 28, 2014			December 29, 2013

Operating activities
Net income	$	40,962		$	13,347
Reconciliation of net income to net cash provided by operating activities, net of acquisitions:
Operating activities of discontinued operations		-			(557	)
Depreciation and amortization		13,780			9,725
Amortization of deferred financing costs		639			153
Deferred income taxes		(3,429	)		(870	)
Non-cash impact of write-offs related to warehouse fire		29,522			-
Insurance proceeds for warehouse fire related to property damage		15,000			-
Bad debt expense		739			643
Stock based compensation		2,782			2,211
Other non-cash items		1,474			385
Changes in operating items, excluding the effects of acquisitions:
Receivables		(49,166	)		(26,059	)
Insurance receivable		(14,945	)		-
Inventories		48,990			(2,057	)
Prepaid and other		6,218			2,904
Accounts payable and accrued expenses		86,480			17,213
Other assets		(879	)		(155	)
Other liabilities		35			947
Net cash provided by operating activities		178,202			17,830

Investing activities
Acquisitions, net of cash acquired		(133,117	)		(1,385	)
Capital expenditures, net of non-cash expenditures		(14,927	)		(9,832	)
Other		641			9
Net cash used in investing activities		(147,403	)		(11,208	)

Financing activities
Acquisition of treasury stock		(5,011	)		(6,530	)
Proceeds from exercise of employee stock options		1,788			17
Proceeds from bank borrowings		239,786			88,000
Repayment of bank borrowings		(165,895	)		(85,007	)
Debt issuance costs		(5,602	)		-
Other		152			4
Net cash provided by (used in) financing activities		65,218			(3,516	)

Net change in cash and equivalents		96,017			3,106
Cash and equivalents:
Beginning of period		5,203			154
End of period	$	101,220		$	3,260

See accompanying Notes to Consolidated Financial Statements.

Note 1 – Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended December 28, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending June 28, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended June 29, 2014.

The Company’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, including the acquisition of Harry & David Holdings, Inc. (“Harry & David”) on September 30, 2014, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, is expected to generate nearly 50% of the Company’s annual revenues, and all of its earnings. Additionally, due to the number of major floral gifting occasions, including Mother's Day, Valentine’s Day and Administrative Professionals Week, revenues also rise during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter. The Easter Holiday, which was on April 20^th in fiscal 2014, falls on April 5th in fiscal 2015. As a result of the timing of Easter, during fiscal 2015, a portion of revenue and EBITDA associated with the Easter Holiday will shift into the Company’s fiscal third quarter, from its fiscal fourth quarter.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amends ASC 205, “Presentation of Financial Statements,” and ASC 360, “Property, Plant, and Equipment.” ASU No. 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for the Company’s fiscal year ending July 3, 2016, and may be applied retrospectively. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This amended guidance will enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Expanded disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. This guidance will be effective for the Company’s fiscal year ending July 1, 2018 and may be applied retrospectively. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which amends ASC 740, “Income Taxes.” The amendments provide guidance on the financial statement presentation of an unrecognized tax benefit, as either a reduction of a deferred tax asset or as a liability, when a net operating loss carryforward, similar tax loss, or a tax credit carryforward exists. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and may be applied on either a prospective or retrospective basis. The provisions are effective for the Company’s first quarter of fiscal year ending June 28, 2015. The adoption of these provisions did not have a significant impact on the Company’s consolidated financial statements.

Reclassifications

Certain balances in the prior fiscal years have been reclassified to conform to the presentation in the current fiscal year.

Note 2 – Net Income Per Common Share from Continuing Operations

The following table sets forth the computation of basic and diluted net income per common share from continuing operations:

	Three Months Ended						Six Months Ended
	December 28, 2014			December 29, 2013			December 28, 2014			December 29, 2013
		(in thousands, except per share data)
Numerator:
Net income from continuing operations	$	45,540		$	17,483		$	40,962		$	12,926
Less: Net loss attributable to noncontrolling interest		(231	)		(41	)		(559	)		(41	)
Income from continuing operations attributable to 1-800-FLOWERS.COM, Inc.	$	45,771		$	17,524		$	41,521		$	12,967

Denominator:
Weighted average shares outstanding		64,443			64,016			64,195			63,907
Effect of dilutive securities:
Employee stock options (1)		1,534			990			1,373			1,103
Employee restricted stock awards		1,084			1,089			1,073			1,373
		2,618			2,079			2,446			2,476

Adjusted weighted-average shares and assumed conversions		67,061			66,095			66,641			66,383

Net income per common share from continuing operations attributable to 1-800-FLOWERS.COM, Inc.
Basic	$	0.71		$	0.27		$	0.65		$	0.20
Diluted	$	0.68		$	0.27		$	0.62		$	0.20

Note (1):

The effect of options to purchase 0.3 million and 0.6 million shares for the three and six months ended December 28, 2014 and 1.2 million and 1.3 million shares for the three and six months ended December 29, 2013, respectively, were excluded from the calculation of net income per share on a diluted basis as their effect is anti-dilutive.

Note 3 – Stock-Based Compensation

The Company has a Long Term Incentive and Share Award Plan, which is more fully described in Note 12 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2014, that provides for the grant to eligible employees, consultants and directors of stock options, restricted shares, and other stock-based awards.

The amounts of stock-based compensation expense recognized in the periods presented are as follows:

	Three Months Ended				Six Months Ended
	December 30, 2014		December 29, 2013		December 28, 2014		December 29, 2013
			(in thousands)
Stock options	$	114	$	113	$	224	$	211
Restricted stock		1,401		1,032		2,558		2,000
Total		1,515		1,145		2,782		2,211
Deferred income tax benefit		543		431		1,024		831
Stock-based compensation expense, net	$	972	$	714	$	1,758	$	1,380

Stock-based compensation is recorded within the following line items of operating expenses:

	Three Months Ended				Six Months Ended
	December 28, 2014		December 29, 2013		December 28, 2014		December 29, 2013
			(in thousands)
Marketing and sales	$	500	$	275	$	817	$	648
Technology and development		106		68		169		175
General and administrative		909		802		1,796		1,388
Total	$	1,515	$	1,145	$	2,782	$	2,211

The following table summarizes stock option activity during the six months ended December 28, 2014:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (000s)

Outstanding at June 29, 2014		4,339,790		$	3.80
Granted		30,000		$	7.41
Exercised		(263,779	)	$	6.69
Forfeited		(216,474	)	$	8.44
Outstanding at December 28, 2014		3,889,537		$	3.37		4.14	$	19,280

Options vested or expected to vest at December 28, 2014		3,798,678		$	3.39		4.08	$	18,754
Exercisable at December 28, 2014		2,673,237		$	3.76		3.04	$	12,219

As of December 28, 2014, the total future compensation cost related to non-vested options, not yet recognized in the statement of income, was $1.8 million and the weighted average period over which these awards are expected to be recognized was 4.3 years.

The Company grants shares of Common Stock to its employees that are subject to restrictions on transfer and risk of forfeiture until fulfillment of applicable service conditions and, in certain cases, holding periods (Restricted Stock). The following table summarizes the activity of non-vested restricted stock awards during the six months ended December 28, 2014:

	Shares			Weighted Average Grant Date Fair Value

Non-vested at June 29, 2014		2,686,685		$	3.90
Granted		945,882		$	8.02
Vested		(1,145,649	)	$	3.48
Forfeited		(103,527	)	$	6.95
Non-vested at December 28, 2014		2,383,391		$	5.61

The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of December 28, 2014, there was $11.1 million of total unrecognized compensation cost related to non-vested restricted stock-based compensation to be recognized over the weighted-average remaining period of 2.6 years.

Note 4 – Acquisitions and Dispositions

Acquisition of Harry & David

On September 30, 2014, the Company completed its acquisition of Harry & David Holdings, Inc (“Harry & David”), a leading multi-channel specialty retailer and producer of branded premium gift-quality fruit, gourmet food products and other gifts marketed under the Harry & David brands. The transaction, for a purchase price of $142.5 million, includes the Harry & David’s brands and websites as well as its headquarters, manufacturing and distribution facilities and orchards in Medford, Oregon, a warehouse and distribution facility in Hebron, Ohio and 48 Harry & David retail stores located throughout the country.

The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date. The Company is in the process of finalizing its allocation and this may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, revisions of useful lives of intangible assets, and the determination of any residual amount that will be allocated to goodwill. Of the acquired intangible assets, $2.5 million was assigned to customer lists, which is being amortized over the estimated remaining life of 5 years, $14.7 million was assigned to trademarks, and $38.6 million was assigned to goodwill, which is not expected to be deductible for tax purposes. The goodwill recognized in conjunction with our acquisition of Harry & David is primarily related to synergistic value created in terms of both operating costs and revenue growth opportunities, enhanced financial and operational scale, and other strategic benefits. It also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The following table summarizes the allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed at the date of acquisition of Harry & David:

	Harry & David Preliminary Purchase Price Allocation
	(in thousands)
Current assets	$	124,245
Intangible assets		17,209
Goodwill		38,635
Property, plant and equipment		91,023
Other assets		111
Total assets acquired		271,223
Current liabilities, including short-term debt		104,335
Deferred tax liabilities		23,252
Other liabilities assumed		1,136
Total liabilities assumed		128,723
Net assets acquired	$	142,500

Operating results of Harry & David are reflected in the Company’s consolidated financial statements from the date of acquisition, within its Gourmet Food & Gift Baskets segment.

Harry & David contributed net revenues of $268.5 million and operating income of approximately $54.4 million from September 30, 2014 through December 28, 2014. These amounts are not necessarily indicative of the results of operations that Harry & David would have realized had it continued to operate as a stand-alone company during the period presented due to integration activities since the acquisition date, and due to costs that are now reflected in the Company’s unallocated corporate costs which are not allocated to Harry & David.

As required by ASC 805, “Business Combinations,” the following unaudited pro forma financial information for the three and six months ended December 28, 2014 and December 29, 2013, give effect to the Harry & David acquisition as if it had been completed on July 1, 2013. The unaudited pro forma financial information is prepared by management for informational purposes only in accordance with ASC 805 and is not necessarily indicative of or intended to represent the results that would have been achieved had the acquisition been consummated as of the dates presented, and should not be taken as representative of future consolidated results of operations. The unaudited pro forma financial information does not reflect any operating efficiencies and/or cost savings that the Company may achieve, or any additional expenses or costs of integration that may be incurred, with respect to the combined companies. The pro forma information has been adjusted to give effect to items that are directly attributable to the acquisition and are expected to have a continuing impact on the combined results. The adjustments include amortization expense associated with acquired identifiable intangible assets, interest expense associated with bank borrowings to fund the acquisition, and elimination of transactions costs incurred that are directly related to the transactions and do not have a continuing impact on operating results from continuing operations, as well as purchase accounting adjustments related to Harry & David’s deferred revenues and step-up of inventory to fair value. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results.

	Three Months Ended				Six Months Ended
	December 28, 2014		December 29, 2013		December 28, 2014		December 29, 2013
Net revenues from continuing operations	$	535,896	$	526,763	$	691,575	$	681,519
Income from continuing operations attributable to 1-800-FLOWERS.COM, Inc.	$	51,934	$	58,298	$	33,035	$	41,086
Diluted net income per common share attributable to 1-800-FLOWERS.COM, Inc.	$	0.78	$	0.88	$	0.50	$	0.62

The unaudited pro forma amounts above include the following adjustments:

(1)

An increase of net revenues and a decrease of cost of sales by $1.6 million and $4.8 million, respectively, to reflect the impact of purchase accounting adjustment related to Harry & David’s deferred revenue and inventory fair value step-up in both the three and six months ended December 28, 2014.

(2)

A decrease of operating expenses by $3.8 million and $12.3 million during the three and six months ended December 28, 2014, respectively, to eliminate transaction costs and other expenses directly related to the transaction that do not have a continuing impact on operating results from continuing operations.

(3)

An increase to interest expense by $1.1 million for six months ended December 28, 2014, and $1.2 million and $2.5 million for the three and six months ended December 29, 2013, respectively, to reflect the incremental impact of the 2014 Credit Facility utilized to finance the acquisition, assuming our new credit facility was in place on July 1, 2013.

(4)

The adjustments above were tax effected at the combined entity’s assumed effective tax rate for the respective periods.

(5)

The pro-forma adjustments above do not include the impact of the Fannie May fire – see Note 9 for details.

Acquisition of Fannie May retail stores

On June 27, 2014, the Company and GB Chocolates LLC (“GB Chocolates”) entered into a settlement agreement, resulting in the termination of the GB Chocolates franchise agreement, and its exclusive area development rights.

In conjunction with the settlement agreement, the Company and GB Chocolates entered into an asset purchase agreement whereby the Company repurchased 16 of the original 17 Fannie May retail stores sold to GB Chocolates in November 2011. The acquisition was accounted for using the purchase method of accounting in accordance with FASB guidance regarding business combinations. The purchase price of $6.4 million was financed utilizing available cash balances.

The purchase price was allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date. The Company is in the process of finalizing its allocation and this may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, and the determination of any residual amount that will be allocated to goodwill. The goodwill resulting from this acquisition amounted to $5.8 million, which is expected to be deductible for tax purposes.

	Preliminary Purchase Price Allocation
	(in thousands)
Current assets	$	105
Property, plant and equipment		487
Goodwill		5,781
Net assets acquired	$	6,373

Operating results of the acquired stores are reflected in the Company’s consolidated financial statements from the date of acquisition, within the Gourmet Food & Gift Baskets segment. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results would not have been material.

Acquisition of Colonial Gifts Limited

On December 3, 2013, the Company completed its acquisition of a controlling interest in Colonial Gifts Limited (iFlorist). iFlorist, located in the UK, is a direct-to-consumer marketer of floral and gift-related products sold and delivered throughout Europe. The acquisition was achieved in stages and was accounted for using the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) guidance regarding business combinations.

Prior to December 3, 2013, the Company maintained an investment in iFlorist in the amount of $1.6 million, which was included on the Company’s balance sheet within Other assets. This investment was accounted for under the cost method, as the Company’s ownership stake was 19.9%, and it did not have the ability to exercise significant influence.

On December 3, 2013, the Company acquired an additional interest in iFlorist, bringing the Company’s ownership interest to 56.2%. The acquisition of the additional interest was financed through the conversion of $2.0 million of notes owed by iFlorist to the Company, and a $1.6 million cash payment to iFlorist’s founders. Concurrent with the additional investment, the Company remeasured its initial equity investment in iFlorist, and determined that the acquisition date fair value approximated the Company’s carrying value of $1.6 million, and therefore no gain or loss was recognized. On the acquisition date, the Company also measured the fair value of the noncontrolling interest which amounted to $3.6 million. The acquisition-date fair values of the Company’s previously held equity interest in iFlorist and the noncontrolling interest were determined based on the market price the Company paid for its ownership interest in iFlorist on the acquisition date, assuming that a 20% control premium was paid to obtain the controlling interest. The following summarizes the fair values of the acquisition date purchase price components:

	iFlorist Fair Value of Purchase Price Components
	(in thousands)
Cash	$	1,640
Converted debt		1,964
Initial equity investment		1,629
Noncontrolling interest		3,616
Total purchase price	$	8,849

During the quarter ended December 28, 2014, the Company finalized the allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on our estimates of their fair values on the acquisition date. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. The estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows. Of the acquired intangible assets, $0.7 million was assigned to customer lists, which is being amortized over the estimated remaining life of 3 years, $0.7 million was assigned to trademarks, and $7.9 million was assigned to goodwill, which is not expected to be deductible for tax purposes. As a result of cumulative tax losses in the foreign jurisdiction, offset in part by the deferred tax liability arising from the amortizable customer list which was considered a source of future income, the Company concluded that a full valuation allowance be recorded in such jurisdiction.

The following table summarizes the final allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, as well as adjustments made during the measurement period:

	iFlorist Preliminary Purchase Price Allocation		Measurement Period Adjustments (1)			iFlorist Final Purchase Price Allocation
	(in thousands)		(in thousands)			(in thousands)
Current assets	$	856	$	-		$	856
Intangible assets		3,177		(1,709	)		1,468
Goodwill		6,537		1,320			7,857
Property, plant and equipment		2,006		-			2,006
Other assets		30		-			30
Total assets acquired		12,606		(389	)		12,217

Current liabilities, including current maturities of long-term debt		3,014		-			3,014
Deferred tax liabilities		648		(389	)		259
Other liabilities assumed		95		-			95
Total liabilities assumed		3,757		(389	)		3,368
Net assets acquired	$	8,849	$	-		$	8,849

(1)

The measurement period adjustments were due to the finalization of valuations related to intangible assets and resulted in the following: a decrease to intangible assets and the related long-term deferred tax liabilities and an increase to goodwill.

The measurement period adjustments did not have a significant impact on our consolidated statements of income for the three and six months ended December 28, 2014. In addition, these adjustments did not have a significant impact on our consolidated balance sheet as of June 29, 2014. Therefore, we have not retrospectively adjusted this financial information.

The estimated fair value of the acquired trademarks was determined using the relief from royalty method, which is a risk-adjusted discounted cash flow approach. The relief from royalty method values an intangible asset by estimating the royalties saved through ownership of the asset. The relief from royalty method requires identifying the future revenue that would be generated by the trademark, multiplying it by a royalty rate deemed to be avoided through ownership of the asset and discounting the projected royalty savings amounts back to the acquisition date. The royalty rate used in the valuation was based on a consideration of market rates for similar categories of assets. The discount rate used in the valuation was based on the Company’s weighted average cost of capital, the riskiness of the earnings stream association with the trademarks and the overall composition of the acquired assets.

The estimated fair value of the acquired customer relationships was determined using the with and without method. This method calculates the debt-free cash flows generated under two scenarios: the with and without. Under the with scenario, it is assumed that the Company achieves full projections and includes both existing customers as of the valuation date as well as new customers acquired during the course of normal business. The without scenario, assumes that the Company has no existing customers, but rather builds to management projections as new customers are acquired. The differential between the cash flows under the two scenarios is then discounted to present value to determine the value of the customer list as of the valuation date.

Operating results of the Company’s membership interest in iFlorist are reflected in the Company’s consolidated financial statements from the date of acquisition, essentially all of which is included within the 1-800-Flowers.com Consumer Floral segment. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results would not have been material.

Note 5 – Inventory

The Company’s inventory, stated at cost, which is not in excess of market, includes purchased and manufactured finished goods for resale, packaging supplies, raw material ingredients for manufactured products and associated manufacturing labor, and is classified as follows:

	December 28, 2014		June 29, 2014
	(in thousands)
Finished goods	$	30,823	$	30,859
Work-in-process		34,109		8,566
Raw materials		5,876		19,095
	$	70,808	$	58,520

Note 6 – Goodwill and Intangible 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			Total
	(in thousands)

Balance at June 29, 2014	$	16,691		$	-	$	43,475		$	60,166
Harry & David acquisition		-			-		38,635			38,635
iFlorist measurement period adjustment		1,320			-		-			1,320
iFlorist translation adjustment		(429	)		-		-			(429	)
Other		-			-		(2	)		(2	)
Balance at December 28, 2014	$	17,582		$	-	$	82,108		$	99,690

The Company’s other intangible assets consist of the following:

		December 28, 2014						June 29, 2014
	Amortization Period (years)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
				(in thousands)

Intangible assets with determinable lives
Investment in licenses	14 - 16	$	7,420	$	5,674	$	1,746	$	7,420	$	5,621	$	1,799
Customer lists	3 - 10		19,125		13,576		5,549		17,313		12,818		4,495
Other	5 - 8		2,538		2,538		-		2,538		2,538		-
			29,083		21,788		7,295		27,271		20,977		6,294

Trademarks with indefinite lives			51,763		-		51,763		38,322		-		38,322
Total identifiable intangible assets		$	80,846	$	21,788	$	59,058	$	65,593	$	20,977	$	44,616

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. No material impairment was recognized for the three and six months ended December 28, 2014. Future estimated amortization expense is as follows: remainder of fiscal 2015 - $1.0 million, fiscal 2016 - $1.9 million, fiscal 2017 - $1.3 million, fiscal 2018 - $1.1 million, fiscal 2019 - $0.6 million and thereafter - $1.4 million.

Note 7 – Investments

The Company has certain investments in non-marketable equity instruments of private companies. The Company accounts for these investments using the equity method if they provide the Company the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, are considered in determining whether the equity method is appropriate. The Company records equity method investments initially at cost, and adjusts the carrying amount to reflect the Company’s share of the earnings or losses of the investee. The Company’s equity method investments are comprised of a 32% interest in Flores Online, a Sao Paulo, Brazil based internet floral and gift retailer, that the Company made on May 31, 2012. The book value of this investment was $3.1 million as of December 28, 2014 and $3.2 million as of June 29, 2014, and is included in Other assets within the consolidated balance sheets. The Company’s equity in the net loss of Flores Online for three and six months ended December 28, 2014 and December 29, 2013 was less than $0.1 million and $0.2 million, respectively.

Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significant influence, are accounted for under the cost method. Cost method investments are originally recorded at cost, and are included within Other assets in the Company’s consolidated balance sheets. The aggregate carrying amount of the Company’s cost method investments was $0.7 million as of December 28, 2014 and $0.8 million as of June 29, 2014. In addition, the Company had notes receivable from a company it maintains an investment in of $0.3 million as of December 28, 2014 and $0.5 million as of June 29, 2014.

The Company also holds certain trading securities associated with its Non-Qualified Deferred Compensation Plan (“NQDC Plan”). These investments are measured using quoted market prices at the reporting date and are included in Other assets in the consolidated balance sheets (see Note 10).

Each reporting period, the Company uses available qualitative and quantitative information to evaluate its investments for impairment. When a decline in fair value, if any, is determined to be other-than-temporary, an impairment charge is recorded in the consolidated statement of operations.

Note 8 –Debt

The Company’s current and long-term debt consists of the following:

	December 28, 2014		June 29, 2014
	(in thousands)

Revolver (1)	$	-	$	-
Term Loan (1)		138,938		-
Bank loan (2)		269		343
Other		425		-
Total debt		139,632		343
Less short-term debt		14,944		343
Long-term debt	$	124,688	$	-

	(1)	In order to finance the Harry & David acquisition, on September 30, 2014, the Company entered into a Credit Agreement with JPMorgan Chase Bank as administrative agent, and a group of lenders (the “2014 Credit Facility”), consisting of a $142.5 million five-year term loan (the “Term Loan”) with a maturity date of September 30, 2019, and a co-terminus revolving credit facility (the “Revolver”), with a seasonally adjusted limit ranging from $100.0 to $200.0 million, which may be used for working capital (subject to applicable sublimits) and general corporate purposes. The Term Loan is payable in 20 quarterly installments of principal and interest beginning in December 2014, with escalating principal payments at the rate of 10% in years one and two, 15% in years three and four, and 20% in year five, with the remaining balance of $42.75 million due upon maturity. Upon closing of the acquisition, the Company borrowed $136.7 million under the Revolver to re-pay amounts outstanding under the Company’s and Harry & David’s previous credit agreements, as well as to pay acquisition-related transaction costs.

		The 2014 Credit Facility requires that while any borrowings are outstanding the Company comply with certain financial and non-financial covenants, including the maintenance of certain financial ratios. Outstanding amounts under the 2014 Credit Facility bear interest at the Company’s option at either: (i) LIBOR, plus a spread of 175 to 250 basis points, as determined by the Company’s leverage ratio, or (ii) ABR, plus a spread of 75 to 150 basis points. The 2014 Credit Agreement is secured by substantially all of the assets of the Company and the Subsidiary Guarantors.

(2)

Bank loan assumed through the Company’s acquisition of a majority interest in iFlorist.

Note 9. Fire at the Fannie May warehouse and distribution facility

On November 27, 2014, a fire occurred at the Company's Maple Heights, Ohio warehouse and distribution facility. While the fire did not cause any injuries, the building was severely damaged, rendering it inoperable for the key calendar 2014 holiday season, and all Fannie May and Harry London confections in the facility were destroyed.

As a result, the Company had limited supplies of its Fannie May Fine Chocolates and Harry London Chocolates products available in its retail stores as well as for its ecommerce and wholesale channels during the holiday season. While the Company implemented contingency plans to increase production for Fannie May Fine Chocolates and Harry London Chocolates products at its production facility in Canton, Ohio and to shift warehousing and distribution operations to alternate Company facilities, product availability was severely limited.

The impact of lost sales related to the fire was estimated to be $13.8 million with a loss of income from continuing operations before income taxes of $5.6 million during both the three and six months ended December 28, 2014. While the Company has restored operations, it is expected that revenues derived from our Fannie May and Harry London Chocolates business will continue to be impacted by the inability to meet customer requirements during the balance of the fiscal year, albeit to a significantly lesser amount than in our fiscal second quarter of 2015. While no insurance recoveries have been recorded to date related to lost sales, the Company expects that its property and business interruption insurance will cover these losses.

The following table reflects the incremental costs related to the fire and related insurance recovery for the three and six months ended December 28, 2014:

Loss on inventory	$	29,522
Other fire related costs		422
		29,944
Less: Fire related recoveries		(29,944	)
Fire related charges, net	$	—

Through December 28, 2014, the Company has incurred fire related costs totaling $29.9 million, including a $29.5 million write-down of inventory. Based on the provisions of the Company's insurance policies and management's estimates, the losses incurred have been reduced by the estimated insurance recoveries. The Company has determined that recovery of the incurred losses, including amounts related to the retentions described above, is probable and recorded $29.9 million of insurance recoveries through December 28, 2014. In December 2014, the Company received $15.0 million of insurance proceeds, representing an advance of funds. As a result, the insurance receivable balance was $14.9 million as of December 28, 2014. In January 2014, the Company received an additional advance of $15.0 million, bringing the total amount recovered to date to $30.0 million.

Note 10 - Fair Value Measurements

Cash and cash equivalents, receivables, accounts payable and accrued expenses are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. The Company’s long-term debt also approximates fair value due to the variable nature of the underlying interest. The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment, when an event or circumstances indicate that an other-than-temporary decline in value may have occurred. The Company’s remaining financial assets and liabilities are measured and recorded at fair value (see table below). The Company’s non-financial assets, such as definite lived intangible assets and property, plant and equipment, are recorded at cost and are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. Goodwill and indefinite lived intangibles are tested for impairment annually, or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist, as required under the accounting standards.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the guidance are described below:

Level 1		Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2		Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3		Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table presents by level, within the fair value hierarchy, financial assets and liabilities measured at fair value on a recurring basis as of December 28, 2014:

			Fair Value Measurements Assets (Liabilities)
		Carrying Value	Level 1		Level 2		Level 3
					(in thousands)
Assets (liabilities):
Trading securities held in a “rabbi trust” (1)	$	2,544	$	2,544	$	-	$	-
	$	2,544	$	2,544	$	-	$	-

(1)

The Company maintains a Non-qualified Deferred Compensation Plan for certain members of senior management. Deferred compensation is invested in mutual funds held in a “rabbi trust” which is restricted for payment to participants of the NQDC Plan. Trading securities held in the trust are measured using quoted market prices at the reporting date and are included in Other assets, with the corresponding liability included in Other liabilities, in the consolidated balance sheets.

The following table presents, by level, within the fair value hierarchy, financial assets and liabilities measured at fair value on a recurring basis as of June 29, 2014:

			Fair Value Measurements Assets (Liabilities)
	Carrying Value		Level 1		Level 2		Level 3
					(in thousands)
Assets (liabilities):
Trading securities held in a “rabbi trust” (1)	$	2,146	$	2,146	$	-	$	-
	$	2,146	$	2,146	$	-	$	-

(1)

Note 11 – Income Taxes

At the end of each interim reporting period, the Company estimates its effective income tax rate expected to be applicable for the full year. This estimate is used in providing for income taxes on a year-to-date basis and may change in subsequent interim periods. The Company’s effective tax rate from continuing operations for the three and six months ended December 28, 2014 was 36.9% and 36.8% respectively, compared to 38.2% in the same periods of the prior year. The effective rate for fiscal 2015 and fiscal 2014 differed from the U.S. federal statutory rate of 35% primarily due to state income taxes, which were partially offset by various permanent differences and tax credits.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. The Company concluded its federal examination for fiscal 2011 during the quarter ended December 29, 2013, however, fiscal years 2012 and 2013 remain subject to federal examination. Due to ongoing state examinations and non-conformity with the federal statute of limitations for assessment, certain states remain open from fiscal 2008. The Company commenced operations in foreign jurisdictions in 2012. The Company's foreign income tax filings are open for examination by its respective foreign tax authorities, mainly Canada and the United Kingdom.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At December 28, 2014 the Company has remaining unrecognized tax positions of approximately $0.6 million, including accrued interest and penalties of $0.1 million. The Company believes that none of its unrecognized tax positions will be resolved over the next twelve months.

Note 12 – Business Segments

The Company’s management reviews the results of the Company’s operations by the following three business segments:

●

1-800-Flowers.com Consumer Floral,

●

BloomNet Wire Service, and

●

Gourmet Food and Gift Baskets

Segment performance is measured based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. As such, management’s measure of profitability for these segments does not include the effect of corporate overhead (see (1) below), nor does it include depreciation and amortization, other income and income taxes, or stock-based compensation and Harry & David transaction costs, both of which are included within corporate overhead. Assets and liabilities are reviewed at the consolidated level by management and not accounted for by segment.

	Three Months Ended						Six Months Ended
Net Revenues from Continuing Operations	December 28, 2014			December 29, 2013			December 28, 2014			December 29, 2013
				(in thousands)

Segment Net Revenues:
1-800-Flowers.com Consumer Floral	$	99,600		$	97,133		$	173,998		$	168,682
BloomNet Wire Service		20,110			19,912			40,121			40,258
Gourmet Food & Gift Baskets		414,669			149,624			447,028			180,863
Corporate (1)		312			203			512			398
Intercompany eliminations		(416	)		(535	)		(681	)		(816	)
Total net revenues	$	534,275		$	266,337		$	660,978		$	389,385

	Three Months Ended						Six Months Ended
Operating Income from Continuing Operations	December 28, 2014			December 29, 2013			December 28, 2014			December 29, 2013
				(in thousands)

Segment Contribution Margin:
1-800-Flowers.com Consumer Floral	$	9,527		$	8,680		$	16,777		$	15,109
Bloomnet Wire Service (*)		6,668			6,525			13,165			12,964
Gourmet Food & Gift Baskets (*)		90,455			31,044			88,020			28,997
Segment Contribution Margin Subtotal		106,650			46,249			117,962			57,070
Corporate (**)		(23,138	)		(12,514	)		(35,977	)		(25,727	)
Depreciation and amortization		(8,679	)		(5,036	)		(13,780	)		(9,725	)
Operating income	$	74,833		$	28,699		$	68,205		$	21,618

(*)

Refer to Note 9 - Fire at the Fannie May warehouse and distribution facility. On November 27, 2014, a fire occurred at the Company's Maple Heights, Ohio warehouse and distribution facility.

As a result of the fire, the Company had limited supplies of its Fannie May Fine Chocolates and Harry London Chocolates products available in its retail stores as well as for its ecommerce and wholesale channels during the holiday season.

The impact of lost sales related to the fire was approximately $13.8 million with an estimated impact to income from continuing operations before income taxes of $5.6 million during both the three and six months ended December 28, 2014. While the Company has restored operations, it is expected that revenues derived from our Fannie May and Harry London Chocolates business will continue to be impacted by the inability to meet customer requirements during the balance of the fiscal year, albeit to a significantly lesser amount than in our fiscal second quarter of 2015.

(**)

Corporate expenses consist of the Company's enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as Stock-Based Compensation, and in the first and second quarters of fiscal 2015, transaction costs related to the acquisition of Harry & David, in the amount of $3.8 million and $4.5 million, respectively. In order to leverage the Company's infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above segments based upon usage, are included within corporate expenses, as they are not directly allocable to a specific segment. The Company has commenced integrating Harry & David into its operating platforms, and as such, their operating costs have been classified in a similar manner.

Note 13-Discontinued Operations

During the fourth quarter of fiscal 2013, the Company made the strategic decision to divest the e-commerce and procurement businesses of The Winetasting Network in order to focus on growth opportunities in its Gourmet Foods and Gift Baskets business segment. The Company closed on the sale of its e-commerce and procurement businesses on December 31, 2013. The Company has classified the results the e-commerce and procurement business of Winetasting Network as a discontinued operation for fiscal 2014.

Results for discontinued operations are as follows:

	Three Months Ended					Six Months Ended
	December 28, 2014		December 29, 2013			December 28, 2014		December 29, 2013
	(in thousands)
Net revenues from discontinued operations	$	-	$	755		$	-	$	1,661
Loss from discontinued operations, net of tax	$	-	$	(374	)	$	-	$	(456	)
Adjustment to loss on sale of discontinued operations, net of tax	$	-	$	877		$	-	$	877
Income from discontinued operations, net of tax	$	-		503		$	-	$	421

Note 14 – Commitments and Contingencies

Leases

The Company currently leases office, store facilities, and equipment under various leases through fiscal 2030. As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced. Most lease agreements contain renewal options and rent escalation clauses and require the Company to pay real estate taxes, insurance, common area maintenance and operating expenses applicable to the leased properties. The Company has also entered into leases that are on a month-to-month basis. These leases are classified as either capital leases, operating leases or subleases, as appropriate.

As of December 28, 2014 future minimum payments under non-cancelable operating leases with initial terms of one year or more consist of the following:

	Operating Leases
	(in thousands)

2015	$	11,204
2016		20,728
2017		17,992
2018		14,249
2019		10,494
Thereafter		47,118
Total minimum lease payments	$	121,785

Legal Proceedings

From time to time, the Company is subject to legal proceedings and claims arising in the ordinary course of business:

Unfair Trade Practices:

On November 10, 2010, a purported class action complaint was filed in the United States District Court for the Eastern District of New York naming the Company (along with Trilegiant Corporation, Inc., Affinion, Inc. and Chase Bank USA, N.A.) as defendants in an action purporting to assert claims against the Company alleging violations arising under the Connecticut Unfair Trade Practices Act ("CUTPA") among other statutes, and for breach of contract and unjust enrichment in connection with certain post-transaction marketing practices in which certain of the Company's subsidiaries previously engaged in with certain third-party vendors. On December 23, 2011, plaintiff filed a notice of voluntary dismissal seeking to dismiss the entire action without prejudice. The court entered an Order on November 28, 2012, dismissing the case in its entirety. This case was subsequently refiled in the United States District Court for the District of Connecticut.

On March 6, 2012 and March 15, 2012, two additional purported class action complaints were filed in the United States District Court for the District of Connecticut naming the Company and numerous other parties as defendants in actions purporting to assert claims substantially similar to those asserted in the lawsuit filed on November 10, 2010. In each case, plaintiffs seek to have the respective case certified as a class action and seek restitution and other damages, each in an amount in excess of $5.0 million. On April 26, 2012, the two Connecticut cases were consolidated with a third case previously pending in the United States District Court for the District of Connecticut in which the Company is not a party (the "Consolidated Action"). A consolidated amended complaint was filed by plaintiffs on September 7, 2012, purporting to assert claims substantially similar to those originally asserted. The Company moved to dismiss the consolidated amended complaint on December 7, 2012, which was subsequently refiled at the direction of the Court on January 16, 2013.

On December 5, 2012, the same plaintiff from the action voluntarily dismissed in the United States District Court for the Eastern District of New York filed a purported class action complaint in the United States District Court for the District of Connecticut naming the Company and numerous other parties as defendants, purporting to assert claims substantially similar to those asserted in the consolidated amended complaint (the “Frank Action”). On January 23, 2013, plaintiffs in the Consolidated Action filed a motion to transfer and consolidate the action filed on December 5, 2012 with the Consolidated Action. The Company intends to defend each of these actions vigorously.

On January 31, 2013, the court issued an order to show cause directing plaintiffs' counsel in the Frank Action, also counsel for plaintiffs in the Consolidated Action, to show cause why the Frank Action is distinguishable from the Consolidated Action such that it may be maintained despite the prior-pending action doctrine. On June 13, 2013, the court issued an order in the Frank Action suspending deadlines to answer or to otherwise respond to the complaint until 21 days after the court decides whether the Frank Action should be consolidated with the Consolidated Action. On July 24, 2013 the Frank Action was reassigned to Judge Vanessa Bryant, before whom the Consolidated Action is currently pending, for all further proceedings. On August 14, 2013, other defendants filed a motion for clarification in the Frank Action requesting that Judge Bryant clarify the order suspending deadlines.

On March 28, 2014, the Court issued a series of rulings disposing of all the pending motions in both the Consolidated Action and the Frank Action. Among other things, the Court dismissed several causes of action, leaving pending a claim for CUTPA violations stemming from Trilegiant’s refund mitigation strategy and a claim for unjust enrichment. Thereafter, the Court consolidated the Frank case into the Consolidated Action. On April 28, 2014 Plaintiffs moved for leave to appeal the various rulings against them to the United States Court of Appeals for the Second Circuit and to have a partial final judgment entered dismissing those claims that the Court had ordered dismissed. The Court has not yet ruled on this new motion. The Company has filed its answer to the complaint on May 12, 2014.

Edible Arrangements:

On November 20, 2014, a complaint was filed in the United States District Court for the District of Connecticut by Edible Arrangements LLC and Edible Arrangements International, LLC, alleging that the Company’s use of the terms “Fruit Bouquets,” “Edible,” “Bouquet,” “Edible Fruit Arrangements,” Edible Arrangements,” and “DoFruit” and its use of a six petal pineapple slice design in connection with marketing and selling edible fruit arrangements constitutes trademark infringement, false designation of origin, dilution, and contributory infringement under the federal Lanham Act, 29 USC § 1114 and 1125(a), common law unfair competition, and a violation of the Connecticut Unfair Trade Practices Act, Connecticut General Statutes § 42-110b (a). The Complaint alleges Edible Arrangements has been damaged in the amount of $97,411,000. The Complaint requests a declaratory judgment in favor of Edible Arrangements, an injunction against the Company’s use of the terms and design, an accounting and payment of the Company’s profits from its sale of edible fruit arrangements, a trebling of the Company’s profits from such sales or of any damages sustained by Edible Arrangements, punitive damages, and attorneys’ fees. On November 24, 2014, the Complaint was amended to add a breach of contract claim for use of these terms and the design, based on a contract that had been entered by one of the Company’s subsidiaries prior to its acquisition by the Company. The time for the Company to respond to the Complaint had been January 30, 2015, by Order of the Court entered December 15, 2014.

On January 29, 2015, the Plaintiffs amended the Complaint to add one of the Company’s subsidiaries and to claim its damages were $ 101,436,000. Since the Complaint was amended, the time for the Company to respond to the Complaint and Amended Complaint was extended. By agreement, the date for response is set for February 27, 2015.

The Company believes there are substantial defenses to the claims and expects to defend the claims vigorously.

There are no assurances that additional legal actions will not be instituted in connection with the Company’s former post-transaction marketing practices involving third party vendors nor can we predict the outcome of any such legal action. At this time, we are unable to estimate a possible loss or range of possible loss for the aforementioned actions for various reasons, including, among others: (i) the damages sought are indeterminate, (ii) the proceedings are in the very early stages and in the Unfair Trade Practice matter, the court has not yet ruled as to whether the classes will be certified, and (iii) there is uncertainty as to the outcome of pending motions. As a result of the foregoing, we have determined that the amount of possible loss or range of loss is not reasonably estimable. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which may be beyond our control.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the consolidated financial statements and notes to those statements that appear elsewhere in this Form 10-Q and in the Company’s Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption “Forward-Looking Information and Factors That May Affect Future Results” and under Part I, Item 1A, of the Company’s Annual Report on Form 10-K under the heading “Risk Factors.”

Overview

1-800-FLOWERS.COM, Inc. is the world’s leading florist and gift shop. For more than 38 years, 1-800-FLOWERS® (1-800-356-9377 or www.1800flowers.com) has been helping deliver smiles for our customers with gifts for every occasion, including fresh flowers and the finest selection of plants, gift baskets, gourmet foods, confections, candles, balloons and plush stuffed animals. As always, our 100% Smile Guarantee® backs every gift. 1-800-FLOWERS.COM was named a winner of the 2015 “Best Companies to Work for in New York State” award by The New York Society for Human Resource Management. 1-800-FLOWERS.COM was awarded the 2014 Silver Stevie Award, recognizing the organization's outstanding Customer Service and commitment to our 100% Smile Guarantee®. 1-800-FLOWERS.COM received a Gold Award for Best User Experience on a Mobile Optimized Site for the 2013 Horizon Interactive Awards.

The Company’s BloomNet® international floral wire service (www.mybloomnet.net) provides a broad range of quality products and value-added services designed to help professional florists grow their businesses profitably. The 1-800-FLOWERS.COM “Gift Shop” also includes gourmet gifts such as premium, gift-quality fruits and other gourmet items from Harry & David® (1-877-322-1200 or www.harryanddavid.com), popcorn and specialty treats from The Popcorn Factory® (1-800-541-2676 or www.thepopcornfactory.com); cookies and baked gifts from Cheryl’s® (1-800-443-8124 or www.cheryls.com); premium chocolates and confections from Fannie May® confections brands (www.fanniemay.com and www.harrylondon.com); gift baskets and towers from 1-800-Baskets.com® (www.1800baskets.com); incredible, carved fresh fruit arrangements from FruitBouquets.com (www.fruitbouquets.com); top quality steaks and chops from Stock Yards® (www.stockyards.com); as well as premium branded customizable invitations and personal stationery from FineStationery.com® (www.finestationery.com). The Company’s Celebrations® brand (www.celebrations.com) is a source for creative party ideas, must-read articles, online invitations and e-cards, all created to help people celebrate holidays and the everyday.

On September 30, 2014, the Company completed its acquisition of Harry & David Holdings, Inc (Harry & David), a leading multi-channel specialty retailer and producer of branded premium gift-quality fruit, gourmet food products and other gifts marketed under the Harry & David®, Wolferman’s® and Cushman’s® brands. The transaction, at a purchase price of $142.5 million, includes the Harry & David’s brands and websites as well as its headquarters, manufacturing and distribution facilities and orchards in Medford, Oregon, a warehouse and distribution facility in Hebron, Ohio and 48 Harry & David retail stores located throughout the country. Harry & David’s revenues were approximately $386 million in its fiscal 2014, with adjusted EBITDA of approximately $28 million.

Including the anticipated contribution of Harry & David from date of acquisition, the Company anticipates generating total annual net revenues in excess of $1.1 billion and Adjusted EBITDA of approximately $90.0 million for Fiscal 2015 (excluding stock based compensation, transaction costs and purchase accounting adjustments related to the Harry & David acquisition and the impact of the Fannie May warehouse fire). It should be noted that the revenue and Adjusted EBITDA projections for Fiscal 2015 do not include the results of Harry & David for the fiscal first quarter of the year, which is typically its lowest in terms of revenues and includes significant losses due to the seasonality of its business. The historical results of Harry & David, as well as applicable pro-forma results are included in the Company’s Form 8-K/A filed on December 16, 2014.

In order to finance the acquisition, on September 30, 2014, the Company entered into a Credit Agreement with JPMorgan Chase Bank as administrative agent, and a group of lenders (the “2014 Credit Facility”), consisting of a $142.5 million five-year term loan (the “Term Loan”) with a maturity date of September 30, 2019, and a co-terminus revolving credit facility (the “Revolver”), with a seasonally adjusted limit ranging from $100.0 to $200.0 million, which may be used for working capital (subject to the applicable sublimit) and general corporate purposes.

As a result, the Company had limited supplies of its Fannie May Fine Chocolates and Harry London Chocolates products available in its retail stores as well as for its ecommerce and wholesale channels during the holiday season. While the Company implemented contingency plans to increase production for Fannie May Fine Chocolates and Harry London Chocolates products at its state-of-the-art chocolate and confection production facility in Canton, Ohio and to shift warehousing and distribution operations to alternate Company facilities, product availability was severely limited.

The impact of lost sales related to the fire was approximately $13.8 million with an estimated impact to income from continuing operations before income taxes of $5.6 million during both the three and six months ended December 28, 2014. While the Company has restored operations, it is expected that revenues derived from our Fannie May and Harry London Chocolates business will continue to be impacted by the inability to meet customer requirements during the balance of the fiscal year, albeit to a significantly lesser amount than in our fiscal second quarter of 2015. While no insurance recoveries have been recorded to date related to lost sales, the Company expects that its property and business interruption insurance will cover these losses.

During the fourth quarter of fiscal 2013, the Company made the strategic decision to divest the e-commerce and procurement businesses of The Winetasting Network in order to focus on growth opportunities in its Gourmet Foods and Gift Baskets business segment. The Company closed on the sale of its Winetasting Network business on December 31, 2013. The Company has classified for Fiscal 2014 and prior, the results of the e-commerce and procurement business of Winetasting Network as a discontinued operation.

Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS.

Segment Information

1-800-FLOWERS.COM, Inc. and Subsidiaries

Selected Financial Information - Segment Information

(in thousands)

	Three Months Ended
	December 28, 2014			Impact of Warehouse Fire		Impact of Purchase Accounting Adjustment to Deferred Revenue		Impact of Purchase Accounting Adjustment for Inventory Fair Value Step-Up		Impact of Harry & David Transaction and Related Costs		Adjusted Net Revenue			December 29, 2013			% Change
Net revenues from continuing operations:
1-800-Flowers.com Consumer Floral	$	99,600		$	-	$	-	$	-	$	-	$	99,600		$	97,133			2.5	%
BloomNet Wire Service		20,110			250		-		-		-		20,360			19,912			2.2	%
Gourmet Food & Gift Baskets		414,669			13,596		1,621		-		-		429,886			149,624			187.3	%
Corporate		312			-		-		-		-		312			203			53.7	%
Intercompany eliminations		(416	)		-		-		-		-		(416	)		(535	)		22.2	%
Total net revenues from continuing operations	$	534,275		$	13,846	$	1,621	$	-	$	-	$	549,742		$	266,337			106.4	%

	Three Months Ended
	December 28, 2014			Impact of Warehouse Fire		Impact of Purchase Accounting Adjustment to Deferred Revenue		Impact of Purchase Accounting Adjustment for Inventory Fair Value Step-Up		Impact of Harry & David Transaction and Related Costs		Adjusted Gross Profit		December 29, 2013		% Change
Gross profit from continuing operations:
1-800-Flowers.com Consumer Floral	$	38,577		$	-	$	-	$	-	$	-	$	38,577	$	37,643		2.5	%
		38.7	%		-		-