flws20180401_10q.htm
 

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2018

 

or

 

___     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  incorporation)       

(I.R.S. Employer Identification No.)

                                             

One Old Country Road, Carle Place, New York 11514

(516) 237-6000

(Address of principal executive offices)(Zip code)

(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth 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

 

 

 

☐ Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

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 as of May 4, 2018:

 

Class A common stock:

36,036,960

Class B common stock:

28,567,063

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

Page

 

Part I.

Financial Information

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements

 

 

1

 

 

Condensed Consolidated Balance Sheets – April 1, 2018 (Unaudited) and July 2, 2017

 

 

1

 

 

Condensed Consolidated Statements of Income (Unaudited) – Three and Nine Months Ended April 1, 2018 and April 2, 2017

 

 

2

 

 

Condensed Consolidated Statements of Comprehensive Income (Unaudited) – Three and Nine Months Ended April 1, 2018 and April 2, 2017

 

 

3

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended April 1, 2018 and April 2, 2017

 

 

4

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

5

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

13

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

25

 

Item 4.

Controls and Procedures

 

 

25

 

 

 

 

 

 

 

Part II.

Other Information

 

 

 

 

Item 1.

Legal Proceedings

 

 

26

 

Item 1A.

Risk Factors

 

 

26

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

26

 

Item 3.

Defaults upon Senior Securities

 

 

26

 

Item 4.

Mine Safety Disclosures

 

 

26

 

Item 5.

Other Information

 

 

26

 

Item 6.

Exhibits

 

 

27

 

 

 

 

 

 

 

Signatures

 

 

28

 

 

 

 

 

 

 

 

PART I. – FINANCIAL INFORMATION

ITEM 1. – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

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

Condensed Consolidated Balance Sheets

(in thousands, except share data)

 

   

April 1, 2018

   

July 2, 2017

 
   

(unaudited)

         

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 173,069     $ 149,732  

Trade receivables, net

    22,514       14,073  

Inventories

    68,906       75,862  

Prepaid and other

    17,780       17,735  

Total current assets

    282,269       257,402  
                 

Property, plant and equipment, net

    153,737       161,381  

Goodwill

    62,590       62,590  

Other intangibles, net

    60,093       61,090  

Other assets

    11,664       10,007  

Total assets

  $ 570,353     $ 552,470  
                 

Liabilities and Stockholders' Equity

               

Current liabilities:

               

Accounts payable

  $ 19,000     $ 27,781  

Accrued expenses

    91,941       90,206  

Current maturities of long-term debt

    9,344       7,188  

Total current liabilities

    120,285       125,175  
                 

Long-term debt

    94,911       101,377  

Deferred tax liabilities

    20,864       33,868  

Other liabilities

    11,946       9,811  

Total liabilities

    248,006       270,231  
                 

Commitments and contingencies (See Note 13)

               
                 

Stockholders’ equity:

               

Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued

    -       -  

Class A common stock, $0.01 par value, 200,000,000 shares authorized, 51,912,721 and 51,227,779 shares issued at April 1, 2018 and July 2, 2017, respectively

    519       513  

Class B common stock, $0.01 par value, 200,000,000 shares authorized, 33,847,063 and 33,901,603 shares issued at April 1, 2018 and July 2, 2017, respectively

    338       339  

Additional paid-in-capital

    340,901       337,726  

Retained earnings

    81,652       32,638  

Accumulated other comprehensive loss

    (198

)

    (187

)

Treasury stock, at cost, 15,970,246 and 14,709,731 Class A shares at April 1, 2018 and July 2, 2017, respectively, and 5,280,000 Class B shares at April 1, 2018 and July 2, 2017

    (100,865

)

    (88,790

)

Total stockholders’ equity

    322,347       282,239  

Total liabilities and stockholders’ equity

  $ 570,353     $ 552,470  

  

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

1

 

 

 

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

Condensed Consolidated Statements of Income

(in thousands, except for per share data)

(unaudited)

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

April 1, 2018

   

April 2, 2017

 
                                 

Net revenues

  $ 238,545     $ 233,715     $ 921,987     $ 954,097  

Cost of revenues

    145,090       140,134       525,995       532,135  

Gross profit

    93,455       93,581       395,992       421,962  

Operating expenses:

                               

Marketing and sales

    68,215       70,158       231,708       245,112  

Technology and development

    10,241       10,254       29,086       29,591  

General and administrative

    19,553       20,962       58,128       64,446  

Depreciation and amortization

    7,885       8,492       24,646       25,656  

Total operating expenses

    105,894       109,866       343,568       364,805  

Operating income (loss)

    (12,439 )     (16,285 )     52,424       57,157  

Interest expense, net

    662       1,191       2,919       4,796  

Other (income) expense, net

    31       (421 )     (315 )     (570 )

Income (loss) before income taxes

    (13,132 )     (17,055 )     49,820       52,931  

Income tax expense (benefit)

    (4,669 )     (5,925 )     806       16,903  

Net income (loss)

  $ (8,463 )   $ (11,130 )   $ 49,014     $ 36,028  
                                 

Basic net income (loss) per common share

  $ (0.13 )   $ (0.17 )   $ 0.76     $ 0.55  
                                 

Diluted net income (loss) per common share

  $ (0.13 )   $ (0.17 )   $ 0.73     $ 0.53  
                                 

Weighted average shares used in the calculation of net income (loss) per common share:

                               

Basic

    64,527       65,199       64,694       65,169  

Diluted

    64,527       65,199       66,949       67,747  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

2

 

 

 

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

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

April 1, 2018

   

April 2, 2017

 

Net income (loss)

  $ (8,463

)

  $ (11,130

)

  $ 49,014     $ 36,028  

Other comprehensive income (loss) (currency translation & other miscellaneous items)

    (38

)

    (100

)

    (11

)

    (19

)

Comprehensive income (loss)

  $ (8,501

)

  $ (11,230

)

  $ 49,003     $ 36,009  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

3

 

 

 

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

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

 
                 

Operating activities:

               

Net income

  $ 49,014     $ 36,028  

Reconciliation of net income to net cash provided by operating activities:

               

Depreciation and amortization

    24,646       25,656  

Amortization of deferred financing costs

    721       1,285  

Deferred income taxes

    (13,004 )     (1,889 )

Bad debt expense

    906       935  

Stock-based compensation

    3,002       4,784  

Other non-cash items

    249       (227 )

Changes in operating items:

               

Trade receivables

    (9,347 )     (13,595 )

Inventories

    6,956       892  

Prepaid and other

    (45 )     (2,030 )

Accounts payable and accrued expenses

    1,453       9,670  

Other assets

    (88 )     (34 )

Other liabilities

    110       (267 )

Net cash provided by operating activities

    64,573       61,208  
                 

Investing activities:

               

Working capital adjustment related to sale of business

    (8,500 )     -  

Capital expenditures, net of non-cash expenditures

    (15,809 )     (18,753 )

Net cash used in investing activities

    (24,309 )     (18,753 )
                 

Financing activities:

               

Acquisition of treasury stock

    (12,075 )     (8,277 )

Proceeds from exercise of employee stock options

    179       268  

Proceeds from bank borrowings

    30,000       181,000  

Repayment of bank borrowings

    (35,031 )     (185,000 )

Debt issuance costs

    -       (1,507 )

Net cash used in financing activities

    (16,927 )     (13,516 )
                 

Net change in cash and cash equivalents

    23,337       28,939  

Cash and cash equivalents:

               

Beginning of period

    149,732       27,826  

End of period

  $ 173,069     $ 56,765  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

4

 

 

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

Notes to Condensed Consolidated Financial Statements

(unaudited)

 

 

Note 1 – Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed 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 nine month periods ended April 1, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending July 1, 2018. 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 July 2, 2017.

 

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, 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. In fiscal 2017, Easter was on April 16th, falling within the Company’s fiscal fourth quarter, whereas, in fiscal 2018, Easter was on April 1st, which resulted in the shift of Easter-related revenue and EBITDA into the Company’s third quarter of fiscal 2018.

 

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 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. As we continue to evaluate the impact of this ASU, we have determined that the new standard will impact the following areas: the costs of producing and distributing the Company’s catalogs will be expensed upon mailing, instead of being capitalized and amortized in direct proportion to the actual sales; gift card breakage will be recognized over the expected customer redemption period, rather than when redemption is considered remote; the Company will defer revenue at the time the Celebrations Reward loyalty points are earned using a relative fair value approach, rather than accruing a liability equal to the incremental cost of fulfilling its obligations. We have further identified the timing of revenue recognition for e-commerce orders (shipping point versus destination) as a potential issue in our analysis, which is not expected to change the total amount of revenue recognized, but could accelerate the timing of when revenue is recognized. We plan to adopt this guidance beginning with the first quarter in the fiscal year ending June 30, 2019, on a modified retrospective basis, with a cumulative adjustment to retained earnings. We are continuing to evaluate the impact that this ASU, and related amendments and interpretive guidance, will have on our consolidated financial statements, including the related disclosures.

 

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330).” The pronouncement was issued to simplify the measurement of inventory and changes the measurement from lower of cost or market to lower of cost and net realizable value. The Company adopted this standard effective July 3, 2017. The adoption of ASU 2015-11 did not have a significant impact on the Company’s consolidated financial position or results of operations.

 

In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. This guidance will become effective for the Company's fiscal year ending June 30, 2019. The adoption is not expected to have a significant impact on the Company’s consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for the Company’s fiscal year ending June 28, 2020. We are currently evaluating the impact and expect the ASU will have a material impact on our consolidated financial statements, primarily to the consolidated balance sheets and related disclosures.

 

 

 

 

 

In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU No. 2016-09 affects all entities that issue share-based payment awards to their employees. ASU No. 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company elected to early adopt the amendments in ASU 2016-09, in fiscal 2017. As a result, stock-based compensation excess tax benefits are reflected in the Consolidated Statements of Income as a component of the provision for income taxes, whereas they were previously recognized in equity. This change resulted in the recognition of excess tax benefits against income tax expenses, rather than additional paid-in capital, of $1.0 million for the year ended July 2, 2017. There was no impact on earnings per share since approximately 700,000 tax benefit shares for the year ended July 2, 2017, previously associated with the APIC pool calculation, are no longer considered in the diluted share computation. Additionally, our Consolidated Statements of Cash Flows now present excess tax benefits as an operating activity. This change has been applied prospectively in accordance with the ASU and prior periods have not been adjusted. Further, the Company has elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The cumulative effect of this change, which was recorded as compensation expense in fiscal 2017, was not material to the financial statements. In addition, this ASU allows entities to withhold an amount up to an employees’ maximum individual statutory tax rate in the relevant jurisdiction, up from the minimum statutory requirement, without resulting in liability classification of the award. We adopted this change on a modified retrospective basis, with no impact to our consolidated financial statements. Finally, this ASU clarified that the cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity. This change does not have an impact on the Company’s consolidated financials as it conforms with its current practice.

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces a new forward-looking “expected loss” approach, to estimate credit losses on most financial assets and certain other instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. ASU 2016-13 is effective for the Company’s fiscal year ending July 4, 2021, and the guidance is to be applied using the modified-retrospective approach. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

 

In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), a consensus of the FASB’s Emerging Issues Task Force.” ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for the Company’s fiscal year ending June 30, 2019, and interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using a retrospective transition method. The adoption is not expected to have a significant impact on the Company’s consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01)," which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. ASU 2017-01 is effective for the Company's fiscal year ending June 30, 2019, with early adoption permitted, and should be applied prospectively. We do not expect the standard to have a material impact on our consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance is effective for the Company’s fiscal year ending July 4, 2021, with early adoption permitted, and should be applied prospectively. We do not expect the standard to have a material impact on our consolidated financial statements.

 

In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets.” This update clarifies the scope of accounting for the derecognition or partial sale of nonfinancial assets to exclude all businesses and nonprofit activities. ASU 2017-05 also provides a definition for in-substance nonfinancial assets and additional guidance on partial sales of nonfinancial assets. This guidance will be effective for the Company’s fiscal year ending June 30, 2019 and may be applied retrospectively. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

 

In May 2017, the FASB issued ASU No 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” This ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. ASU 2017-09 is effective for the Company's fiscal year ending June 30, 2019, with early adoption permitted, and should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

 

U.S. Tax Reform

 

On December 22, 2017, the U.S. government enacted significant changes to the U.S. tax law following the passage and signing of the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act revises the future ongoing U.S. corporate income tax by, among other things, lowering U. S. corporate income tax rates from 35% to 21%. As the Company’s fiscal year ends on July 1, 2018, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately 28% for the current fiscal year and 21% for subsequent fiscal years. The Tax Act also eliminates the domestic production activities deduction and introduces limitations on certain business expenses and executive compensation deductions. See Note 11 – Income taxes for the impact of the Tax Act on the Company’s financial statements.

 

On December 22, 2017, the SEC issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) directing taxpayers to consider the impact of the Tax Act as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. The changes in the Tax Act are broad and complex. The final impacts of the Tax Act may differ from the Company’s estimates due to, among other things, changes in interpretations of the Tax Act, further legislation related to the Tax Act, changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates to estimates the Company has utilized to calculate the impacts of the Tax Act. The Securities Exchange Commission has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the related tax impacts. 

 

 

 

 

 

 

Note 2 – Net Income (Loss) Per Common Share

 

The following table sets forth the computation of basic and diluted net income (loss) per common share:

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

April 1, 2018

   

April 2, 2017

 
   

(in thousands, except per share data, unaudited)

 

Numerator:

                               

Net income (loss)

  $ (8,463

)

  $ (11,130

)

  $ 49,014     $ 36,028  
                                 

Denominator:

                               

Weighted average shares outstanding

    64,527       65,199       64,694       65,169  

Effect of dilutive securities:

                               

Employee stock options (1)

    -       -       1,564       1,511  

Employee restricted stock awards

    -       -       691       1,067  
      -       -       2,255       2,578  
                                 

Adjusted weighted-average shares and assumed conversions

    64,527       65,199       66,949       67,747  
                                 

Net income (loss) per common share attributable to 1-800-FLOWERS.COM, Inc.

                               

Basic

  $ (0.13

)

  $ (0.17

)

  $ 0.76     $ 0.55  

Diluted

  $ (0.13

)

  $ (0.17

)

  $ 0.73     $ 0.53  

 

 

Note 3 – Stock-Based Compensation

 

The Company has a Long Term Incentive and Share Award Plan, which is more fully described in Note 12 and Note 13 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 2, 2017, 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

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

April 1, 2018

   

April 2, 2017

 
           

(in thousands, unaudited)

         

Stock options

  $ 108     $ 110     $ 323     $ 337  

Restricted stock

    825       1,176       2,679       4,447  

Total

    933       1,286       3,002       4,784  

Deferred income tax benefit

    254       387       846       1,528  

Stock-based compensation expense, net

  $ 679     $ 899     $ 2,156     $ 3,256  

 

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

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

April 1, 2018

   

April 2, 2017

 
           

(in thousands, unaudited)

         

Marketing and sales

  $ 248     $ 342     $ 804     $ 1,384  

Technology and development

    49       71       160       267  

General and administrative

    636       873       2,038       3,133  

Total

  $ 933     $ 1,286     $ 3,002     $ 4,784  

 

Stock based compensation expense has not been allocated between business segments, but is reflected as part of Corporate overhead. (see Note 12 - Business Segments.)

 

 

 

 

 

Stock Options

 

The following table summarizes stock option activity during the nine months ended April 1, 2018:

 

   

 

 

Options

   

Weighted Average

Exercise Price

   

Weighted Average Remaining Contractual Term (years)

   

Aggregate Intrinsic Value (000s)

 
                                 

Outstanding at July 2, 2017

    2,127,734     $ 2.42                  

Granted

    -     $ -                  

Exercised

    (34,000

)

  $ 2.67                  

Forfeited

    (17,500

)

  $ 9.83                  

Outstanding at April 1, 2018

    2,076,234     $ 2.35       3.1     $ 19,612  
                                 

Options vested or expected to vest at April 1, 2018

    2,076,234     $ 2.35       3.1     $ 19,612  

Exercisable at April 1, 2018

    1,682,234     $ 2.29       3.1     $ 15,997  

 

As of April 1, 2018, the total future compensation cost related to non-vested options, not yet recognized in the statement of income, was $0.5 million and the weighted average period over which these awards are expected to be recognized was 1.3 years.

 

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 nine months ended April 1, 2018:

 

   

 

Shares

   

Weighted Average Grant Date Fair Value

 
                 

Non-vested at July 2, 2017

    1,352,873     $ 7.44  

Granted

    921,473     $ 9.50  

Vested

    (596,402

)

  $ 7.76  

Forfeited

    (633,404

)

  $ 9.50  

Non-vested at April 1, 2018

    1,044,540     $ 7.83  

 

The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of April 1, 2018, there was $5.4 million of total unrecognized compensation cost related to non-vested restricted stock-based compensation to be recognized over the weighted-average remaining period of 2.0 years.

 

 

 Note 4 – Disposition

 

On March 15, 2017, the Company and Ferrero International S.A., a Luxembourg corporation (“Ferrero”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which Ferrero agreed to purchase from the Company all of the outstanding equity of Fannie May Confections Brands, Inc., including its subsidiaries, Fannie May Confections, Inc. and Harry London Candies, Inc. (“Fannie May”) for a total consideration of $115.0 million in cash, subject to adjustment for seasonal working capital. The working capital adjustment was finalized in August 2017, resulting in an $11.4 million reduction to the purchase price. The resulting gain on sale of $14.6 million, is included within “Other (income) expense, net” in the Company’s consolidated statements of income in the fourth quarter of fiscal year 2017.

 

The Company and Ferrero also entered into a transition services agreement whereby the Company will provide certain post-closing services to Ferrero and Fannie May for a period of approximately 18 months, related to the business of Fannie May, and a commercial agreement with respect to the distribution of certain Ferrero and Fannie May products.

 

Operating results of Fannie May are reflected in the Company’s consolidated financial statements through May 30, 2017, the date of its disposition, within its Gourmet Food & Gift Baskets segment. During fiscal 2017, Fannie May contributed net revenues of $85.6 million. Operating and pre-tax income during such period were not 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 sale, packaging supplies, crops, raw material ingredients for manufactured products and associated manufacturing labor and is classified as follows:

 

   

April 1, 2018

   

July 2, 2017

 
   

(in thousands)

 

Finished goods

  $ 29,716     $ 34,476  

Work-in-process

    8,784       11,933  

Raw materials

    30,406       29,453  

Total inventory

  $ 68,906     $ 75,862  

 

 

 

 

 

 

         Note 6 – Goodwill and Intangible Assets

 

The following table presents goodwill by segment and the related change, if any, in the net carrying amount:

 

   

1-800-Flowers.com Consumer Floral

   

BloomNet Wire Service

   

Gourmet Food & Gift Baskets

   

Total

 
   

(in thousands)

 

Balance at April 1, 2018 and July 2, 2017

  $ 17,441     $ -     $ 45,149     $ 62,590  

 

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

 

           

April 1, 2018

   

July 2, 2017

 
   

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     $ 6,016     $ 1,404     $ 7,420     $ 5,937     $ 1,483  

Customer lists

    3-10       12,184       9,146       3,038       12,184       8,227       3,957  

Other

    5-14       2,946       2,137       809       2,946       2,045       901  

Total intangible assets with determinable lives

            22,550       17,299       5,251       22,550       16,209       6,341  
                                                         

Trademarks with indefinite lives

            54,842       -       54,842       54,749       -       54,749  
                                                         

Total identifiable intangible assets

          $ 77,392     $ 17,299     $ 60,093     $ 77,299     $ 16,209     $ 61,090  

 

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. Future estimated amortization expense is as follows: remainder of fiscal 2018 - $0.3 million, fiscal 2019 - $0.7 million, fiscal 2020 - $0.6 million, fiscal 2021 - $0.6 million, fiscal 2022 - $0.5 million and thereafter - $2.6million.

 

 

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 investment is comprised of an interest in Flores Online, a Sao Paulo, Brazil based internet floral and gift retailer, that the Company originally acquired on May 31, 2012. The Company currently holds 24.9% of the outstanding shares of Flores Online. The book value of this investment was $0.6 million as of April 1, 2018 and $1.0 million as of July 2, 2017, and is included in the “Other assets” line item within the Company’s consolidated balance sheets. The Company’s equity in the net loss of Flores Online for the three and nine months ended April 1, 2018 and April 2, 2017 was less than $0.1 million. During the quarter ended December 31, 2017, Flores Online entered into a share exchange agreement with Isabella Flores, whereby among other changes, the Company exchanged 5% of its interest in Flores Online for a 5% interest in Isabella Flores. This new investment of approximately $0.1 million is currently being accounted as a cost method investment. In conjunction with this share exchange, the Company determined that the fair value of its investment in Flores Online was below its carrying value and that this decline was other-than-temporary. As a result, during the quarter ended December 31, 2017, the Company recorded an impairment charge of $0.2 million, which is included within the “Other (income) expense, net” line item in the Company’s consolidated statement of income.

 

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 $1.8 million as of April 1, 2018 and $1.7 million as of July 2, 2017.

 

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

 

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

 

   

April 1, 2018

   

July 2, 2017

 
   

(in thousands)

 
                 

Revolver (1)

  $ -     $ -  

Term Loan (1)

    107,094       112,125  

Deferred financing costs

    (2,839

)

    (3,560

)

Total debt

    104,255       108,565  

Less: current debt

    9,344       7,188  

Long-term debt

  $ 94,911     $ 101,377  

 

(1) On December 23, 2016, the Company entered into an Amended and Restated Credit Agreement (the “2016 Amended Credit Agreement”) with JPMorgan Chase Bank as administrative agent, and a group of lenders. The 2016 Amended Credit Agreement amended and restated the Company’s credit agreement dated as of September 30, 2014 (the “2014 Agreement”) to, among other things, extend the maturity date of its $115.0 million outstanding term loan ("Term Loan") and revolving credit facility (the "Revolver") to December 23, 2021. The Term Loan is payable in 19 quarterly installments of principal and interest beginning on April 2, 2017, with escalating principal payments, at the rate of 5% in year one, 7.5% in year two, 10% in year three, 12.5% in year four, and 15% in year five, with the remaining balance of $61.8 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, may be used for working capital and general corporate purposes, subject to certain restrictions.

 

For each borrowing under the 2016 Amended 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 from 0.75% to 1.5%, based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the highest of the federal funds rate and the overnight bank funding rate as published by the New York Fed, plus 0.5% and (c) an adjusted LIBO rate, plus 1% or (2) an adjusted LIBO rate plus an applicable margin varying from 1.75% to 2.5%, based on the Company’s consolidated leverage ratio. The 2016 Amended Credit Agreement requires that while any borrowings 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 April 1, 2018. The 2016 Amended Credit Agreement is secured by substantially all of the assets of the Company and the Subsidiary Guarantors.

 

Future principal payments under the term loan are as follows: $2.2 million – remainder of fiscal 2018, $10.1 million – fiscal 2019, $12.9 million – fiscal 2020, $15.8 million - fiscal 2021, and $66.1 – fiscal 2022.

 

 

Note 9 - Property, Plant and Equipment

 

The Company’s property, plant and equipment consists of the following:

 

   

April 1, 2018

   

July 2, 2017

 
   

(in thousands)

 
                 

Land

  $ 30,789     $ 30,789  

Orchards in production and land improvements

    10,830       9,703  

Building and building improvements

    58,088       56,791  

Leasehold improvements

    12,553       11,950  

Production equipment and furniture and fixtures

    50,160       47,293  

Computer and telecommunication equipment

    47,559       45,026  

Software

    126,806       119,177  

Capital projects in progress - orchards

    9,489       9,971  

Property, plant and equipment, gross

    346,274       330,700  

Accumulated depreciation and amortization

    (192,537

)

    (169,319

)

Property, plant and equipment, net

  $ 153,737     $ 161,381  

 

 

 

 

 

 

Note 10 - Fair Value Measurements

 

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 trading market exists, the Company believes that the carrying amount of its debt approximates fair value due to its variable nature. The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment, when an event or circumstances indicate that an other-than-temporary decline in value may 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:

 

   

Carrying Value

   

Fair Value Measurements

Assets (Liabilities)

 
           

Level 1

   

Level 2

   

Level 3

 
   

(in thousands)

 

Assets (liabilities) as of April 1, 2018:

                               

Trading securities held in a “rabbi trust” (1)

  $ 8,941     $ 8,941     $ -     $ -  
    $ 8,941     $ 8,941     $ -     $ -  
                                 

Assets (liabilities) as of July 2, 2017:

                               

Trading securities held in a “rabbi trust” (1)

  $ 6,916     $ 6,916     $ -     $ -  
    $ 6,916     $ 6,916     $ -     $ -  

 

 

(1)

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

 

 

Note 11 – Income Taxes

 

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 operations for the three and nine months ended April 1, 2018 was 35.6% and 1.6% respectively, compared to 34.7% and 31.9% in the same periods of the prior year. The effective rates for fiscal 2018 were impacted by changes associated with the Tax Act (see Note 1 - Accounting Policies above). During the quarter ended December 31, 2017, in addition to the benefit received as a result of the lower 28.0% transitional federal tax rate in fiscal 2018, the Company recognized a discrete tax benefit of $12.2 million, or $0.18 per diluted share, reflecting a revaluation of its deferred tax liabilities at the lower U.S. federal statutory rate of 21%. In addition, fiscal 2018 effective rates were impacted by state income taxes, which were partially offset by various permanent differences, tax credits and return to provision adjustments related to the filing of the Company’s Fiscal 2017 tax return. The effective rates for fiscal 2017 differed from the U.S. federal statutory rate due to various permanent differences and tax credits, including excess tax benefits on stock based compensation as a result of the Company's early adoption of ASU 2016-09, domestic production deductions and research and development credits, partially offset by state income taxes.

 

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. The Company completed its audit by the Internal Revenue Service for fiscal year 2014, however, fiscal years 2015 and 2016 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 2012. 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.

 

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At April 1, 2018, the Company has an unrecognized tax benefit, including an immaterial amount of accrued interest and penalties, of approximately $0.5 million. The Company believes that no significant 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 (a) below), nor does it include depreciation and amortization, other (income) expense, net and income taxes, or stock-based compensation, 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

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

April 1, 2018

   

April 2, 2017

 
    (in thousands, unaudited)  

Net revenues:

                               

1-800-Flowers.com Consumer Floral

  $ 135,782     $ 124,684     $ 312,456     $ 297,707  

BloomNet Wire Service

    24,498       24,091       64,637       65,557  

Gourmet Food & Gift Baskets

    78,458       85,611       545,408       592,295  

Corporate

    264       260       851       839  

Intercompany eliminations

    (457 )     (931 )     (1,365 )     (2,301 )

Total net revenues

  $ 238,545     $ 233,715     $ 921,987     $ 954,097  
                                 

Operating Income (Loss)

                               

Segment Contribution Margin (non-GAAP):

                               

1-800-Flowers.com Consumer Floral

  $ 16,226     $ 15,863     $ 33,988     $ 37,172  

BloomNet Wire Service

    8,439       8,245       22,832       23,713  

Gourmet Food & Gift Baskets

    (8,811 )     (10,776 )     79,698       84,544  

Segment Contribution Margin Subtotal

    15,854       13,332       136,518       145,429  

Corporate (a)

    (20,408 )     (21,125 )     (59,448 )     (62,616 )

Depreciation and amortization

    (7,885 )     (8,492 )     (24,646 )     (25,656 )

Operating Income (Loss)

  $ (12,439 )   $ (16,285 )   $ 52,424     $ 57,157  

 

(a) Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as Stock-Based Compensation. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above categories based upon usage, are included within corporate expenses as they are not directly allocable to a specific segment.

 

 

Note 13 – Commitments and Contingencies

 

Litigation

 

There are various claims, lawsuits, and pending actions against the Company and its subsidiaries incident to the operations of its businesses. It is the opinion of management, after consultation with counsel, that the ultimate resolution of such claims, lawsuits and pending actions will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

 

 

 

 

 

 

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. and its subsidiaries (collectively, the “Company”) is a leading provider of gifts for all celebratory occasions. For the past 40 years, 1-800-Flowers.com® has been helping deliver smiles to customers with a 100% Smile Guarantee® backing every gift. In addition to the 1-800-Flowers.com brand, which offers fresh flowers, plants, fruit and gift baskets, as well as balloons, plush and keepsake gifts, the Company’s BloomNet® international floral wire service (www.mybloomnet.net) and Napco floral gifts and décor brands provide a broad range of quality products and value-added services designed to help professional florists grow their businesses profitably. The 1-800-FLOWERS.COM, Inc. family of brands also offers everyday gifting and entertaining products 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); gift baskets and towers from 1-800-Baskets.com® (www.1800baskets.com) and DesignPac Gifts; premium English muffins and other breakfast treats from Wolferman’s (1-800-999-1910 or www.wolfermans.com); artisanal and specialty chocolates from Simply ChocolateSM (www.simplychocolate.com), carved fresh fruit arrangements from FruitBouquets.com (www.fruitbouquets.com); top quality steaks and chops from Stock Yards® (www.stockyards.com), and personalized gifts from Personalization Universe® (www.personalizationuniverse.com).

 

Service offerings such as Celebrations Passport®, Celebrations Rewards® and Celebrations Reminders® are designed to deepen relationships with customers across all brands. 1-800-FLOWERS.COM, Inc. was named to the Stores® 2017 Hot 100 Retailers List by the National Retail Federation and also received the Gold award in the “Best Artificial Intelligence” category at the Data & Marketing Association’s 2017 International ECHO Awards.

 

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

 

On May 30, 2017, the Company completed the sale of the outstanding equity of Fannie May Confections Brands, Inc., including its subsidiaries, Fannie May Confections, Inc. and Harry London Candies, Inc. (“Fannie May”) to Ferrero International S.A., a Luxembourg corporation (“Ferrero”), for a total consideration of $115.0 million in cash, subject to adjustment for seasonal working capital. The working capital adjustment was finalized in August 2017, resulting in an $11.4 million reduction to the purchase price. The resulting gain on sale of $14.6 million, is included within “Other (income) expense, net” in the Company’s consolidated statements of income in the fourth quarter of fiscal year 2017.

   

The Company and Ferrero also entered into a transition services agreement whereby the Company will provide certain post-closing services to Ferrero and Fannie May for a period of approximately 18 months, related to the business of Fannie May, and a commercial agreement with respect to the distribution of certain Ferrero and Fannie May products.

 

Operating results of Fannie May are reflected in the Company’s consolidated financial statements through May 30, 2017, the date of its disposition, within its Gourmet Food & Gift Baskets segment. See Segment Information and Results of Operations below for a comparison of fiscal 2018 results to fiscal 2017, adjusted to exclude the operations of Fannie May.

 

 

Definitions of non-GAAP Financial Measures:

 

We sometimes use financial measures derived from consolidated financial information, but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these are considered "non-GAAP financial measures" under the U.S. Securities and Exchange Commission rules. See below for definitions and the reasons why we use these non-GAAP financial measures. Where applicable, see the Segment Information and Results of Operations sections below for reconciliations of these non-GAAP measures to their most directly comparable GAAP financial measures. These non-GAAP financial measures are referred to as “adjusted" or “on a comparable basis” below, as these terms are used interchangeably.

 

Adjusted revenues

Adjusted revenues measure GAAP revenues adjusted for the effects of acquisitions, dispositions, and other items affecting period to period comparability. See Segment Information for details on how adjusted revenues were calculated for each period presented.

 

We believe that this measure provides management and investors with a more complete understanding of underlying revenue trends of established, ongoing operations by excluding the effect of activities which are subject to volatility and can obscure underlying trends.

 

Management recognizes that the term "adjusted revenues" may be interpreted differently by other companies and under different circumstances. Although this may influence comparability of absolute percentage growth from company to company, we believe that these measures are useful in assessing trends of the Company and its segments, and may therefore be a useful tool in assessing period-to-period performance trends.

 

 

 

13

 

 

Adjusted gross profit and adjusted gross profit percentage

Adjusted gross profit measures GAAP revenues less cost of revenues, adjusted for the effects of acquisitions, dispositions, and other items affecting period to period comparability. Adjusted gross profit percentage measures adjusted gross profit divided by adjusted revenues. See Segment Information for details on how adjusted gross profit and adjusted gross profit percentage were calculated for each period presented.

 

We believe that this measure provides management and investors with a more complete understanding of underlying gross profit trends of established, ongoing operations by excluding the effect of activities which are subject to volatility and can obscure underlying trends.

 

Management recognizes that the term "adjusted gross profit" or “adjusted gross profit percentage” may be interpreted differently by other companies and under different circumstances. Although this interpretation may vary from company to company, we believe that these consistently applied measures are useful in assessing trends of the Company and its segments, and may therefore be a useful tool in assessing period-to-period performance trends.

 

EBITDA and adjusted EBITDA

We define EBITDA as net income (loss) before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for the impact of stock based compensation, Non-Qualified Plan Investment appreciation/depreciation, and certain items affecting period to period comparability. See Segment Information or details on how EBITDA and adjusted EBITDA were calculated for each period presented.

 

The Company presents EBITDA because it considers such information meaningful supplemental measures of its performance and believes such information is frequently used by the investment community in the evaluation of similarly situated companies. The Company uses EBITDA and adjusted EBITDA as factors used to determine the total amount of incentive compensation available to be awarded to executive officers and other employees. The Company's credit agreement uses EBITDA and adjusted EBITDA to measure compliance with covenants such as interest coverage and debt incurrence. EBITDA and adjusted EBITDA are also used by the Company to evaluate and price potential acquisition candidates.

 

EBITDA and adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP. Some of the limitations are: (a) EBITDA and adjusted EBITDA do not reflect changes in, or cash requirements for, the Company's working capital needs; (b) EBITDA and adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the Company's debts; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and EBITDA does not reflect any cash requirements for such capital expenditures. EBITDA should only be used on a supplemental basis combined with GAAP results when evaluating the Company's performance. 

 

Segment contribution margin and adjusted segment contribution margin

We define segment contribution margin as earnings before interest, taxes, depreciation and amortization, before the allocation of corporate overhead expenses. Adjusted segment contribution margin is defined as segment contribution margin adjusted for certain items affecting period to period comparability. See Segment Information for details on how segment contribution margin and comparable segment contribution margin were calculated for each period presented.

 

When viewed together with our GAAP results, we believe segment contribution margin and comparable segment contribution margin provide management and users of the financial statements information about the performance of our business segments.

 

Segment contribution margin and comparable segment contribution margin are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. The material limitation associated with the use of the segment contribution margin and adjusted segment contribution margin is that it is an incomplete measure of profitability as it does not include all operating expenses or non-operating income and expenses. Management compensates for these limitations when using this measure by looking at other GAAP measures, such as operating income and net income.

 

Adjusted net income and adjusted net income per common share

We define adjusted net income and adjusted net income per common share as net income and net income per common share adjusted for certain items affecting period to period comparability. See Segment Information below for details on how adjusted net income and adjusted net income per common share were calculated for each period presented.

 

We believe that adjusted net income and adjusted net income per common share are meaningful measures because they increase the comparability of period to period results.

 

Since these are not measures of performance calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, GAAP net income and net income per common share, as indicators of operating performance and they may not be comparable to similarly titled measures employed by other companies.

 

 

 

14

 

 

Segment Information

 

The following table presents the net revenues, gross profit and segment contribution margin from each of the Company’s business segments, as well as consolidated EBITDA, Adjusted EBITDA and adjusted net income.

 

   

Three Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

Exclude Operating Results of Fannie May

   

Severance Costs

   

As Adjusted   

(non-GAAP)

April 2, 2017

   

As Adjusted

(non-GAAP)

% Change

 
    (in thousands, unaudited)  

Net revenues:

                                               

1-800-Flowers.com Consumer Floral

  $ 135,782     $ 124,684     $ -     $ -     $ 124,684       8.9 %

BloomNet Wire Service

    24,498       24,091       -       -       24,091       1.7 %

Gourmet Food & Gift Baskets

    78,458       85,611       (17,700 )     -       67,911       15.5 %

Corporate

    264       260       -       -       260       1.5 %

Intercompany eliminations

    (457 )     (931 )     537       -       (394 )     -16.0 %

Total net revenues

  $ 238,545     $ 233,715     $ (17,163 )   $ -     $ 216,552       10.2 %
                                                 

Gross profit:

                                               

1-800-Flowers.com Consumer Floral

  $ 53,744     $ 50,584     $ -     $ -     $ 50,584       6.2 %
      39.6 %     40.6 %     -       -       40.6 %        
                                                 

BloomNet Wire Service

    12,931       12,915       -       -       12,915       0.1 %
      52.8 %     53.6 %     -       -       53.6 %        
                                                 

Gourmet Food & Gift Baskets

    26,532       29,780       (7,134 )     -       22,646       17.2 %
      33.8 %     34.8 %     -       -       33.3 %        
                                                 

Corporate (a)

    248       302       -       -       302       -17.9 %
      93.9 %     116.2 %     -       -       116.2 %        
                                                 

Total gross profit

  $ 93,455     $ 93,581     $ (7,134 )   $ -     $ 86,447       8.1 %
      39.2 %     40.0 %     -       -       39.9 %        
                                                 

EBITDA (non-GAAP):

                                               

Segment Contribution Margin (non-GAAP):

                                               

1-800-Flowers.com Consumer Floral

  $ 16,226     $ 15,863     $ -     $ -     $ 15,863       2.3 %

BloomNet Wire Service

    8,439       8,245       -       -       8,245       2.4 %

Gourmet Food & Gift Baskets

    (8,811 )     (10,776 )     225       439       (10,112 )     12.9 %

Segment Contribution Margin Subtotal

    15,854       13,332       225       439       13,996       13.3 %

Corporate (a)

    (20,408 )     (21,125 )     324       -       (20,801 )     1.9 %

EBITDA (non-GAAP)

    (4,554 )     (7,793 )     549       439       (6,805 )     33.1 %

Add: Stock-based compensation

    933       1,286       -       -       1,286       27.4 %

Add: Comp charge related to NQ Plan Investment Appreciation

    30       404       -       -       404       92.6 %

Adjusted EBITDA (non-GAAP)

  $ (3,591 )   $ (6,103 )   $ 549     $ 439     $ (5,115 )     29.8 %


 

 

15

 

 

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

Exclude Operating Results of Fannie May

   

Severance Costs

   

As Adjusted

(non-GAAP)

April 2, 2017

   

As Adjusted

(non-GAAP)

% Change

 
    (in thousands, unaudited)  

Net revenues:

                                               

1-800-Flowers.com Consumer Floral

  $ 312,456     $ 297,707     $ -     $ -     $ 297,707       5.0 %

BloomNet Wire Service

    64,637       65,557       -       -       65,557       -1.4 %

Gourmet Food & Gift Baskets

    545,408       592,295       (70,273 )     -       522,022       4.5 %

Corporate

    851       839       -       -       839       1.4 %

Intercompany eliminations

    (1,365 )     (2,301 )     1,051       -       (1,250 )     -9.2 %

Total net revenues

  $ 921,987     $ 954,097     $ (69,222 )   $ -     $ 884,875       4.2 %
                                                 
                                                 

Gross profit:

                                               

1-800-Flowers.com Consumer Floral

  $ 123,322     $ 121,383     $ -     $ -     $ 121,383       1.6 %
      39.5 %     40.8 %     -       -       40.8 %        
                                                 

BloomNet Wire Service

    35,682       37,019       -       -       37,019       -3.6 %
      55.2 %     56.5 %     -       -       56.5 %        
                                                 

Gourmet Food & Gift Baskets

    236,152       262,716       (27,559 )     -       235,157       0.4 %
      43.3 %     44.4 %     -       -       45.0 %        
                                                 

Corporate (a)

    836       844       -       -       844       -0.9 %
      98.2 %     100.6 %     -       -       100.6 %        
                                                 

Total gross profit

  $ 395,992     $ 421,962     $ (27,559 )   $ -     $ 394,403       0.4 %
      42.9 %     44.2 %     -       -       44.6 %        
                                                 

EBITDA (non-GAAP):

                                               

Segment Contribution Margin (non-GAAP):

                                               

1-800-Flowers.com Consumer Floral

  $ 33,988     $ 37,172     $ -     $ -     $ 37,172       -8.6 %

BloomNet Wire Service

    22,832       23,713       -       -       23,713       -3.7 %

Gourmet Food & Gift Baskets

    79,698       84,544       (2,793 )     542       82,293       -3.2 %

Segment Contribution Margin Subtotal

    136,518       145,429       (2,793 )     542       143,178       -4.7 %

Corporate (a)

    (59,448 )     (62,616 )     1,087               (61,529 )     3.4 %

EBITDA (non-GAAP)

    77,070       82,813       (1,706 )     542       81,649       -5.6 %

Add: Stock-based compensation

    3,002       4,784                       4,784       -37.2 %

Add: Comp charge related to NQ Plan Investment Appreciation

    669       686       -       -       686       2.5 %

Adjusted EBITDA (non-GAAP)

  $ 80,741     $ 88,283     $ (1,706 )   $ 542     $ 87,119       -7.3 %

 

 

 

16

 

 

Reconciliation of net income (loss) to adjusted net income (loss) (non-GAAP):               

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

April 1, 2018

   

April 2, 2017

 
    (in thousands, unaudited)  

Net income (loss)

  $ (8,463 )   $ (11,130 )   $ 49,014     $ 36,028  

Adjustments to reconcile net income (loss) to adjusted net income (loss) (non-GAAP)

                               

Deduct: Fannie May operating results

            (1,361 )             (731 )

Deduct: U.S. tax reform impact on deferred taxes (b)

                    12,158          

Add back: Severance costs

            439               542  

Add back: Income tax expense impact on Fannie May operating results and severance costs

            (625 )             (406 )

Adjusted net income (loss) (non-GAAP)

  $ (8,463 )   $ (9,955 )   $ 36,856     $ 36,895  
                                 

Basic and diluted net income (loss) per common share

                               

Basic

  $ (0.13 )   $ (0.17 )   $ 0.76     $ 0.55  

Diluted

  $ (0.13 )   $ (0.17 )   $ 0.73     $ 0.53  
                                 

Basic and diluted adjusted net income (loss) per common share (non-GAAP)

                               

Basic

  $ (0.13 )   $ (0.15 )   $ 0.57     $ 0.57  

Diluted

  $ (0.13 )   $ (0.15 )   $ 0.55     $ 0.54  
                                 

Weighted average shares used in the calculation of net income (loss) and adjusted net income (loss) (non-GAAP) per common share

                               

Basic

    64,527       65,199       64,694       65,169  

Diluted

    64,527       65,199       66,949       67,747  

 

 Reconciliation of net income (loss) to adjusted EBITDA (non-GAAP) (c):

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

April 1, 2018

   

April 2, 2017

 
    (in thousands, unaudited)  

Net income (loss)

  $ (8,463 )   $ (11,130 )   $ 49,014     $ 36,028  

Add:

                               

   Interest expense and other, net

    693       770       2,604       4,226  

   Depreciation and amortization

    7,885       8,492       24,646       25,656  

   Income tax expense (benefit)

    (4,669 )     (5,925  )     806       16,903  

EBITDA (non-GAAP)

    (4,554 )     (7,793 )     77,070       82,813  

Add:

                               

   Severance costs

          439             542  

   Compensation charge related to NQ plan investment appreciation

    30       404       669       686  

   Stock-based compensation

    933       1,286       3,002       4,784  

Less:

                               

   Fannie May EBITDA

          (549 )           1,706  

Adjusted EBITDA (non-GAAP)

  $ (3,591 )   $ (5,115 )   $ 80,741     $ 87,119  

 

 

(a)

Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as Stock-Based Compensation. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above categories based upon usage, are included within corporate expenses as they are not directly allocable to a specific segment.

 

 

(b)

The adjustment to deduct the impact of the U.S. tax reform from net income, for the nine months ended April 1, 2018, includes the impact of the re-valuation of the Company's deferred tax liability of $12.2mm or $0.18 per diluted share, but does not include the ongoing impact of the lower federal corporate tax rate.

 

 

(c)

Segment performance is measured based on segment contribution margin or segment Adjusted EBITDA, reflecting only the direct controllable revenue and operating expenses of the segments, both of which are non-GAAP measurements. As such, management’s measure of profitability for these segments does not include the effect of corporate overhead, described above, depreciation and amortization, other income (net), and other items that we do not consider indicative of our core operating performance.

 

 

 

17

 

 

Results of Operations

 

Net Revenues

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

% Change

   

April 1, 2018

   

April 2, 2017

   

% Change

 
   

(dollars in thousands)

         

Net revenues:

                                               

E-Commerce

  $ 196,866     $ 177,729       10.8

%

  $ 729,769     $ 705,407       3.5

%

Other

    41,679       55,986       -25.6

%

    192,218       248,690       -22.7

%

Total net revenues

  $ 238,545     $ 233,715       2.1

%

  $ 921,987     $ 954,097       -3.4

%

 

Net revenues consist primarily of the selling price of the merchandise, service or outbound shipping charges, less discounts, returns and credits.

 

Net revenues increased 2.1% during the three months ended April 1, 2018, and decreased 3.4% during the nine months ended April 1, 2018. On a comparable basis, adjusting fiscal 2017 net revenues to reflect the May 30, 2017 disposition of Fannie May, net revenues increased 10.2% and 4.2% during the three and nine months ended April 1, 2018, respectively, compared to the same periods of the prior year. These increases were attributable to growth within the Consumer Floral segment, which accelerated during the Valentine’s Day holiday, as well as the Gourmet Foods & Gift Baskets segments, reflecting year-over-year growth in most of its food gift brands, particularly Harry & David. Comparable revenue growth also benefited from the shift of the Easter holiday from the fourth quarter in fiscal 2017 to the third quarter in fiscal 2018. Adjusting for both the Easter shift, as well as the disposition of Fannie May, revenue growth was approximately 6.1% and 3.3% during the three and nine months ended April 1, 2018, respectively, compared to the same periods of the prior year.

 

E-commerce revenues (combined online and telephonic) increased by 10.8% and 3.5% during the three and nine months ended April 1, 2018, respectively, compared to the same periods of the prior year, as a result of growth within the Consumer Floral and Gourmet Foods & Gift Baskets segments. On a comparable basis, adjusting fiscal 2017 e-commerce revenues to exclude the revenues of Fannie May, e-commerce revenues increased 11.8% and 5.2% during the three and nine months ended April 1, 2018, respectively, compared to the same periods of the prior year. During the three months ended April 1, 2018, the Company fulfilled approximately 3,107,000 orders through its e-commerce sales channels (online and telephonic sales), at an average order value of $63.31, compared to approximately 2,703,000, at an average order value of $65.75 (2,660,000 orders and $66.22 average order value, adjusted to exclude Fannie May orders in fiscal 2017), during the same period of the prior year. During the nine months ended April 1, 2018, the Company fulfilled approximately 9,754,000 orders, through its e-commerce sales channels (online and telephonic sales), at an average order value of $74.77, compared to approximately 9,395,000 orders, at an average order value of $75.08 (9,097,000 orders and $76.29 average order value, adjusted to exclude Fannie May orders in fiscal 2017), during the same period of the prior year.

 

Other revenues are derived from the Company’s BloomNet Wire Service segment, as well as the wholesale and retail channels of the 1-800-Flowers.com Consumer Floral and Gourmet Food and Gift Baskets segments. Other revenues decreased by 25.6% and 22.7% during the three and nine months ended April 1, 2018, respectively, compared to the same periods of the prior year, primarily as a result of the Fannie May disposition during May 2017. On a comparable basis, adjusting fiscal 2017 other revenues to exclude the revenues of Fannie May, other revenues increased 4.5% and 1.3% during the three and nine months ended April 1, 2018, respectively, compared to the same periods of the prior year.

 

The 1-800-Flowers.com Consumer Floral segment includes the operations of the 1-800-Flowers.com brand, which derives revenue from the sale of consumer floral products through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise operations. Net revenues increased 8.9% and 5.0%, during the three and nine months ended April 1, 2018, in comparison to the same periods of the prior year, due to increased demand, especially during the key Valentine holiday, driven by merchandising and marketing efforts, an increase in promotional activity in order to expand market share, as well as the impact of the Easter holiday, which shifted approximately $2.2 million of revenues into the Company's fiscal third quarter of Fiscal 2018, compared to Fiscal 2017, when Easter was in the Company's fiscal fourth quarter. Revenues during the nine months ended April 1, 2018 were negatively impacted, by approximately $0.8 million, due to hurricanes Harvey and Irma.

 

The BloomNet Wire Service segment includes revenues from membership fees as well as other product and service offerings to florists. Net revenues increased 1.7% and decreased 1.4% during the three and nine months ended April 1, 2018, respectively, compared to the same periods of the prior year. The increase during the three months ended April 1, 2018 was primarily due to increased wholesale product sales volume and higher transaction fees due to price increases. The decrease during the nine months ended April 1, 2018 was primarily due to lower membership, transaction fees and ancillary revenues resulting from a decline in network shop count, partially offset by higher wholesale product revenues. During the nine months ended April 1, 2018, these decreases were exacerbated by the impact of hurricanes Harvey and Irma, as BloomNet provided financial aid to florists in the affected areas, and waived approximately $0.2 million of membership fees.

 

The Gourmet Food & Gift Baskets segment includes the operations of Harry & David, Wolferman’s, Stockyards, Cheryl’s, Fannie May (through the date of its disposition on May 30, 2017), The Popcorn Factory, and 1-800-Baskets/DesignPac Gifts. Revenue is derived from the sale of gourmet fruits, cookies, baked gifts, premium chocolates and confections, gourmet popcorn, gift baskets, and prime steaks and chops through the Company’s e-commerce sales channels (telephonic and online sales) and company-owned and operated retail stores under the Harry & David, Cheryl’s and Fannie May (through the date of its disposition) brand names, as well as wholesale operations. Net revenues decreased 8.4% and 7.9% during the three and nine months ended April 1, 2018, respectively, compared to the same periods of the prior year, due to the disposition of Fannie May on May 30, 2017. On a comparable basis, adjusting fiscal year 2017 revenues to exclude Fannie May, net revenues increased 15.5% and 4.5% during the three and nine months ended April 1, 2018, respectively, compared to the same periods of the prior year due to the shift of approximately $6.6 million of Easter holiday volume into the quarter, as well as growth in everyday gifting, particularly in the the Harry & David, Cheryl’s and 1-800-Baskets.com brands. Comparable segment growth was attributable to several initiatives implemented during the second half of fiscal 2017, including: (i) the Company’s successful efforts to grow the “everyday” volume of its Gourmet Foods & Gift Baskets brands through expanded birthday and sympathy merchandise, (ii) the modernization of the Harry & David brand, which focused on developing merchandising assortments and digital marketing programs that helped to broaden the demographic reach of the brand, and, (ii) the launch of the Simply Chocolates product line, which is managed by 1-800-Baskets. Comparable revenue growth during the nine months ended April 1, 2018 was negatively impacted by a temporary disruption in operations at our Cheryl’s brand, related to the implementation of a new production and warehouse management system, which, in turn, led to the brand’s decision to stop taking orders eight days prior to the Christmas holiday. As a result, the Company estimates that it had to forego approximately $4.0 million in holiday revenues during its second quarter of Fiscal 2018. The operational issues at Cheryl’s have been addressed and business has returned to its normal pace during the current quarter. In addition, revenues during the nine months ended April 1, 2018 were negatively impacted, by approximately $0.2 million, due to hurricanes Harvey and Irma.

 

 

 

18

 

Gross Profit

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

% Change

   

April 1, 2018

   

April 2, 2017

   

% Change

 
   

(dollars in thousands)

 
                                                 

Gross profit

  $ 93,455     $ 93,581       -0.1

%

  $ 395,992     $ 421,962       -6.2

%

Gross margin %

    39.2

%

    40.0

%

            42.9

%

    44.2

%

       

 

Gross profit consists of net revenues less cost of revenues, which is comprised primarily of florist fulfillment costs (fees paid directly to florists), the cost of floral and non-floral merchandise sold from inventory or through third parties, and associated costs including inbound and outbound shipping charges. Additionally, cost of revenues include labor and facility costs related to direct-to-consumer and wholesale production operations.

 

Gross profit decreased 0.1% and 6.2% during the three and nine months ended April 1, 2018, respectively, in comparison to the same periods of the prior year, while gross profit percentage decreased 80 and 130 basis points, during the three and nine months ended April 1, 2018, respectively, in comparison to the same periods of the prior year. On a comparable basis, adjusting prior year gross profit to exclude Fannie May, which was disposed of on May 30, 2017, gross profit increased 8.1% and 0.4% during the three and nine months ended April 1, 2018, respectively, in comparison to the same periods of the prior year, while gross profit percentage decreased 70 and 170 basis points, during the same periods. The higher comparable gross profit is due to the increase in comparable revenues noted above, partially offset by lower gross profit percentages, primarily reflecting the growth of the Company’s Passport free-shipping program, an increase in the promotional nature of the Valentine holiday this year, and continued higher transportation and hourly labor costs. Gross profit during the nine months ended April 1, 2018 was also negatively impacted by the operational issue at Cheryl’s during the Christmas holiday season.

 

The 1-800-Flowers.com Consumer Floral segment gross profit increased by 6.2% and 1.6% during the three and nine months ended April 1, 2018, respectively, in comparison to the same period of the prior year, due to the aforementioned revenue growth, partially offset by a decrease in gross profit percentage of 100 and 130 basis points to 39.6% and 39.5%, respectively. The lower gross profit percentages reflect increased promotional activity within the Consumer Floral segment in order to increase market share, especially during the critical Valentine holiday, and the growth of the Company’s Passport free-shipping program, which has been driving improved customer loyalty and purchase frequency.

 

BloomNet Wire Service segment’s gross profit during the three months ended April 1, 2018 was consistent with the same period of the prior year, as the increase in revenues noted above were offset by an 80 basis point decrease in gross profit percentage, to 52.8%, as a result of the aforementioned shift in product mix. Gross profit decreased 3.6% during the nine months ended April 1, 2018, in comparison to the same period of the prior year, due to the decreases in revenues, noted above, and gross profit percentage which declined 130 basis points to 55.2%. The lower gross profit percentages are due to sales mix, with a decline in higher margin membership and related services, offset by an increase in lower margin wholesale product sales.

 

The Gourmet Food & Gift Baskets segment gross profit decreased by 10.9% and 10.1% during the three and nine months ended April 1, 2018, respectively, in comparison to the same periods of the prior year, while gross profit percentage decreased 100 and 110 basis points to 33.8% and 43.3%, over the same respective periods. On a comparable basis, adjusting prior year gross profit to exclude Fannie May, which was disposed of on May 30, 2017, gross profit increased 17.2% and 0.4% during the three and nine months ended April 1, 2018, respectively, in comparison to the same periods of the prior year, while gross profit percentage increased 50 and decreased 170 basis points to 33.8% and 43.3%, over the same respective periods. The increase in comparable gross profit during the three months ended April 1, 2018 was primarily due to the increased revenues noted above, combined with an improved gross profit percentage due to product/channel mix and production efficiency gains, partially offset by lower margins at Cheryl’s associated with “win-back” marketing programs and the sale of excess holiday inventory at lower than standard margins, as well as higher transportation and labor costs. While gross profit increased 0.4% on a comparable basis during the nine months ended April 1, 2018, the lower comparable gross profit percentage during this period primarily reflects the impact of the operational issue at the Company’s Cheryl’s Cookies brand, which negatively impacted gross profit by approximately $4.0 million during the second quarter of the current fiscal year, as a result of increased labor and expedited shipping, but also had a lingering effect in the third quarter due to the sale of excess holiday inventory at lower than standard margins and customer “win-back” promotional programs. In addition, although revenue growth provided for improved gross profit at Harry & David, higher transportation costs at Harry & David and our wholesale 1-800-Baskets brand negatively impacted gross profit percentage.

 

 

 

19

 

 

Marketing and Sales Expense

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

% Change

   

April 1, 2018

   

April 2, 2017

   

% Change

 
   

(dollars in thousands)

 
                                                 

Marketing and sales

  $ 68,215     $ 70,158       -2.8

%

  $ 231,708     $ 245,112       -5.5

%

Percentage of net revenues

    28.6

%

    30.0

%

            25.1

%

    25.7

%

       

 

Marketing and sales expense consists primarily of advertising and promotional expenditures, catalog costs, online portal and search costs, retail store and fulfillment operations (other than costs included in cost of revenues) and customer service center expenses, as well as the operating expenses of the Company’s departments engaged in marketing, selling and merchandising activities.

 

Marketing and sales expense decreased 2.8% and 5.5% during the three and nine months ended April 1, 2018, compared to the same periods of the prior year, due to the disposition of Fannie May on May 30, 2017. On a comparable basis, adjusting prior year marketing and sales expense to exclude Fannie May’s expenditures, marketing and sales expense increased 6.0% and 3.0% during the three and nine months ended April 1, 2018, but decreased, as a percentage of net revenue, to 28.6% and 25.1%, compared to 29.7% and 25.4% during the comparative three and nine months ended April 2, 2017. On a comparable basis, the increase in spend came from the Consumer Floral and Gourmet Foods & Gift Baskets segments, commensurate with revenue growth, as a result of the Company’s incremental marketing efforts designed to accelerate revenue growth and capture market share during a highly competitive and promotional Valentine’s Day holiday. This increased marketing spend was partially offset by a reduction in performance based bonuses, resulting in an overall reduction in total marketing and sales spend ratios, as a percentage of net revenues.

 

Technology and Development Expense

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

% Change

   

April 1, 2018

   

April 2, 2017

   

% Change

 
   

(dollars in thousands)

 
                                                 

Technology and development

  $ 10,241     $ 10,254       -0.1 %   $ 29,086     $ 29,591       -1.7

%

Percentage of net revenues

    4.3

%

    4.4

%

            3.2

%

    3.1

%

       

 

Technology and development expense consists primarily of payroll and operating expenses of the Company’s information technology group, costs associated with its websites, including hosting, design, content development and maintenance and support costs related to the Company’s order entry, customer service, fulfillment and database systems.

 

Technology and development expenses was unchanged and decreased 1.7% during the three and nine months ended April 1, 2018, compared to the same period of the prior year, primarily due to favorable hosting costs due to closing certain data centers and moving to cloud based solutions, lower labor expenses resulting from a reduction in headcount and performance based bonuses, partially offset by increased license and maintenance costs related to security and order processing platforms.

 

General and Administrative Expense

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

% Change

   

April 1, 2018

   

April 2, 2017

   

% Change

 
   

(dollars in thousands)

 
                                                 

General and administrative

  $ 19,553     $ 20,962       -6.7

%

  $ 58,128     $ 64,446       -9.8

%

Percentage of net revenues

    8.2

%

    9.0

%

            6.3

%

    6.8

%

       

 

General and administrative expense consists of payroll and other expenses in support of the Company’s executive, finance and accounting, legal, human resources and other administrative functions, as well as professional fees and other general corporate expenses.

 

General and administrative expense decreased 6.7% and 9.8% during the three and nine months ended April 1, 2018, compared to the same period of the prior year, primarily due to the disposition of Fannie May on May 30, 2017. On a comparable basis, adjusting prior year general and administrative expense to exclude Fannie May’s expenditures, general and administrative expense increased 2.1% and decreased 1.3% during the respective three and nine months ended April 1, 2018, in comparison to the same periods of the prior year. The increase during the three months ended April 1, 2018 is due primarily to higher health insurance costs due to unfavorable medical claims experience, as well as an increase in legal fees and bad debt expense, due to the bankruptcy of a wholesale customer, partially offset by a larger increase in the value of Non-Qualified Deferred Compensation Plan investments in the prior year (increase offset in Other (income) expense net line item on the financials statement – see below), and lower labor due to a reduction in performance based bonuses. The decrease during the nine months ended April 1, 2018 is due to reductions in travel and labor resulting from a reduction in performance based bonuses, partially offset by higher health insurance costs and increased professional fees.

 

 

 

20

 

  Depreciation and Amortization Expense

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

% Change

   

April 1, 2018

   

April 2, 2017

   

% Change

 
   

(dollars in thousands)

 
                                                 

Depreciation and amortization

  $ 7,885     $ 8,492       -7.1

%

  $ 24,646     $ 25,656       -3.9

%

Percentage of net revenues

    3.3

%

    3.6

%

            2.7

%

    2.7

%

       

 

Depreciation and amortization expense for the three months ended April 1, 2018 decreased 7.1% and 3.9%, in comparison to the same period of the prior year, due to the disposition of Fannie May. On a comparable basis, adjusting prior year depreciation and amortization expense to exclude Fannie May, depreciation and amortization expense increased 2.7% and 6.2% during the respective three and nine months ended April 1, 2018, in comparison to the same periods of the prior year as a result of recent shorter-lived IT capital expenditures.

 

Interest Expense, net

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

% Change

   

April 1, 2018

   

April 2, 2017

   

% Change

 
   

(dollars in thousands)

 
                                                 

Interest expense, net

  $ 662     $ 1,191       -44.4

%

  $ 2,919     $ 4,796       -39.1

%

 

Interest expense, net consists primarily of interest expense and amortization of deferred financing costs attributable to the Company’s credit facility (See Note 8 - Debt, in Item 1 for details regarding the 2016 Amended Credit Facility), net of income earned on the Company’s available cash balances.

 

Interest expense, net decreased 44.4% and 39.1% during the three and nine months ended April 1, 2018 in comparison to the same periods of the prior year, as a result of scheduled repayment of term loan borrowings, as well higher interest income on the Company’s outstanding cash balances (associated with cash received from the sale of Fannie May in the prior year). Interest expense, net during the nine months ended April 1, 2018 also benefited from the funding of Christmas holiday working capital requirements primarily through the use of cash on hand from the sale of Fannie May, in comparison to fiscal 2017, when the Company funded working capital requirements through its revolving credit facility,

 

  Other (income) expense, net

 

   

Three Months Ended

   

Nine Months Ended

 
   

April 1, 2018

   

April 2, 2017

   

% Change

   

April 1, 2018

   

April 2, 2017

   

% Change

 
                                                 
   

(dollars in thousands)

 
                                                 

Other (income) expense, net

  $ 31     $ (421

)

    -107.4

%

  $ (315

)

  $ (570

)

    -44.7

%

 

Other (income) expense, net for the three and nine months ended April 1, 2018 consists primarily of investment earnings of the Company’s Non-Qualified Deferred Compensation Plan assets, which for the nine months ended April 1, 2018 was partially offset by a $0.2 million impairment related to the Company’s equity method investment in Flores Online (see Note 7 - Investments above).

 

Other (income) expense, net for the three and nine months ended April 2, 2017 consists primarily of investment earnings of the Company's Non-Qualified Deferred Compensation Plan investments, partially offset by a decrease in the Company's equity interest in Flores Online.

 

Income Taxes

 

The Company recorded an income tax benefit of $4.7 million and $5.9 million, respectively during the three months ended April 1, 2018 and April 2, 2017, and income tax expense of $0.8 million and $16.9 million, respectively during the nine months ended April 1, 2018 and April 2, 2017. The Company’s effective tax rate from operations for the three and nine months ended April 1, 2018 was 35.6% and 1.6% respectively, compared to 34.7% and 31.9% in the same periods of the prior year. The effective rates for fiscal 2018 were impacted by changes associated with the Tax Act (see Note 1 - Accounting Policies in Item 1 above). The Tax Act was enacted on December 22, 2017, however, since the Company has a July 1 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately 28% for our fiscal year ending on July 1, 2018, and 21% for subsequent fiscal years. While the rate reduction associated with the Tax Act reduced the Company’s tax benefit during the quarter ended April 1, 2018, this impact was offset by various tax credits and return to provision adjustments related to the filing of the Company’s Fiscal 2017 tax return. In addition to the impact of the lower transitional rate, during the quarter ended December 31, 2017, the Company recognized a discrete tax benefit of $12.2 million, or $0.18 per diluted share, reflecting a revaluation of deferred tax liabilities at the lower U.S. federal statutory rate of 21%. The effective rates for fiscal 2017 differed from the U.S. federal statutory rate due to various permanent differences and tax credits, including excess tax benefits on stock based compensation as a result of the Company's early adoption of ASU 2016-09, domestic production deductions and research and development credits, partially offset by state income taxes. At April 1, 2018, the Company has an unrecognized tax benefit, including an immaterial amount of accrued interest and penalties, of approximately $0.5 million. The Company believes that no significant unrecognized tax positions will be resolved over the next twelve months.

 

 

 

21

 

 

Liquidity and Capital Resources

 

Liquidity and borrowings

 

The Company's principal sources of liquidity are cash on hand, cash flows generated from operations and the borrowings available under the 2016 Credit Facility (see Note 8 - Debt in Item 1 for details). At April 1, 2018, the Company had working capital of $162.0 million, including cash and cash equivalents of $173.1 million, compared to working capital of $132.2 million, including cash and cash equivalents of $149.7 million, at July 2, 2017. As of April 1, 2018, there were no borrowings outstanding under its working capital Revolver. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, typically generates nearly 50% of the Company’s annual revenues, and all of its earnings. As a result, cash generated during its second quarter is expected to be sufficient to provide for operating needs until the second quarter of fiscal 2019, when the Company expects to borrow against its Revolver to fund pre-holiday manufacturing and inventory purchases.

 

We believe that our sources of funding will be sufficient to meet our anticipated operating cash needs for at least the next 12 months. However, any projections of future cash needs and cash flows are subject to substantial uncertainty. We continually evaluate opportunities to repurchase common stock and we will, from time to time, consider the acquisition of, or investment in, complementary businesses, products, services, capital infrastructure, and technologies, which might affect our liquidity requirements or cause us to require additional financing. 

 

Cash Flows

 

Net cash provided by operating activities of $64.6 million for the nine months ended April 1, 2018, was primarily attributable to the Company’s net income during the period, adjusted by non-cash charges for depreciation/amortization, deferred income taxes (including the impact of the Tax Act – see Note 1 - Accounting Policies and Note 11 – Income taxes in Item 1 above) and stock based compensation, as well as seasonal changes in working capital, including decreases in inventory and accounts payable/accrued expenses, partially offset by increases in receivables.

 

Net cash used in investing activities of $24.3 million for the nine months ended April 1, 2018, was primarily attributable to the working capital adjustment related to the sale of Fannie May, of which $8.5 million was still due to Ferrero at July 2, 2017, and to capital expenditures related to the Company's technology initiatives and Gourmet Foods & Gift Basket segment manufacturing production and orchard planting equipment.

 

Net cash used in financing activities of $16.9 million for the nine months ended April 1, 2018 was primarily due to Term Loan repayments of $5.0 million and the acquisition of $12.1 million of treasury stock. All borrowings under the Company's revolving credit facility were repaid by the end of the fiscal second quarter. 

 

Stock Repurchase Program

 

The Company has a stock repurchase plan through which purchases can be made from time to time in the open market and through privately negotiated transactions, subject to general market conditions. The repurchase program is financed utilizing available cash. On August 30, 2017, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $30.0 million. As of April 1, 2018, $20.1 million remained authorized under the plan.

 

Contractual Obligations

 

There have been no material changes outside the ordinary course of business related to the Company’s contractual obligations as discussed in the Annual Report on Form 10-K for the year ended July 2, 2017.

 

 

 

22

 

 

Critical Accounting Policies and Estimates

 

As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 2, 2017, the discussion and analysis of the Company’s financial condition and results of operations are based upon the consolidated financial statements of 1-800-FLOWERS.COM, Inc., which have been prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances, and management evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. The Company’s most critical accounting policies relate to revenue recognition, accounts receivable, inventory, goodwill, other intangible assets and long-lived assets and income taxes. There have been no significant changes to the assumptions and estimates related to the Company’s critical accounting policies, since July 2, 2017, except for the enactment of the Tax Act (see Note 1 - Accounting Policies and Note 11 – Income taxes in Item 1 above for details).

 

Recent Accounting Pronouncements

 

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. As we continue to evaluate the impact of this ASU, we have determined that the new standard will impact the following areas: the costs of producing and distributing the Company’s catalogs will be expensed upon mailing, instead of being capitalized and amortized in direct proportion to the actual sales; gift card breakage will be estimated based on the historical pattern of gift card redemption, rather than when redemption is considered remote; the Company will defer revenue at the time the Celebrations Reward loyalty points are earned using a relative fair value approach, rather than accruing a liability equal to the incremental cost of fulfilling its obligations. We have further identified the timing of revenue recognition for e-commerce orders (shipping point versus destination) as a potential issue in our analysis, which is not expected to change the total amount of revenue recognized, but could accelerate the timing of when revenue is recognized. We plan to adopt this guidance beginning with the first quarter in the fiscal year ending June 30, 2019, on a retrospective basis, with a cumulative adjustment to retained earnings. We are continuing to evaluate the impact that this ASU, and related amendments and interpretive guidance, will have on our consolidated financial statements, including the related disclosures.

 

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330).” The pronouncement was issued to simplify the measurement of inventory and changes the measurement from lower of cost or market to lower of cost and net realizable value. The Company adopted this standard effective July 3, 2017. The adoption of ASU 2015-11 did not have a significant impact on the Company’s consolidated financial position or results of operations.

 

In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. This guidance will become effective for the Company's fiscal year ending June 30, 2019. The adoption is not expected to have a significant impact on the Company’s consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for the Company’s fiscal year ending June 28, 2020. We are currently evaluating the impact and expect the ASU will have a material impact on our consolidated financial statements, primarily to the consolidated balance sheets and related disclosures.

 

In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU No. 2016-09 affects all entities that issue share-based payment awards to their employees. ASU No. 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company elected to early adopt the amendments in ASU 2016-09, in fiscal 2017. As a result, stock-based compensation excess tax benefits are reflected in the Consolidated Statements of Income as a component of the provision for income taxes, whereas they were previously recognized in equity. This change resulted in the recognition of excess tax benefits against income tax expenses, rather than additional paid-in capital, of $1.0 million for the year ended July 2, 2017. There was no impact on earnings per share since approximately 700,000 tax benefit shares for the year ended July 2, 2017, previously associated with the APIC pool calculation, are no longer considered in the diluted share computation. Additionally, our Consolidated Statements of Cash Flows now present excess tax benefits as an operating activity. This change has been applied prospectively in accordance with the ASU and prior periods have not been adjusted. Further, the Company has elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The cumulative effect of this change, which was recorded as compensation expense in fiscal 2017, was not material to the financial statements. In addition, this ASU allows entities to withhold an amount up to an employees’ maximum individual statutory tax rate in the relevant jurisdiction, up from the minimum statutory requirement, without resulting in liability classification of the award. We adopted this change on a modified retrospective basis, with no impact to our consolidated financial statements. Finally, this ASU clarified that the cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity. This change does not have an impact on the Company’s consolidated financials as it conforms with its current practice.

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces a new forward-looking “expected loss” approach, to estimate credit losses on most financial assets and certain other instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. ASU 2016-13 is effective for the Company’s fiscal year ending July 4, 2021, and the guidance is to be applied using the modified-retrospective approach. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

 

In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), a consensus of the FASB’s Emerging Issues Task Force.” ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for the Company’s fiscal year ending June 30, 2019, and interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using a retrospective transition method. The adoption is not expected to have a significant impact on the Company’s consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01)," which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. ASU 2017-01 is effective for the Company's fiscal year ending June 30, 2019, with early adoption permitted, and should be applied prospectively. We do not expect the standard to have a material impact on our consolidated financial statements. 

 

 

 

23

 

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance is effective for the Company’s fiscal year ending July 4, 2021, with early adoption permitted, and should be applied prospectively. We do not expect the standard to have a material impact on our consolidated financial statements.

 

In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets.” This update clarifies the scope of accounting for the derecognition or partial sale of nonfinancial assets to exclude all businesses and nonprofit activities. ASU 2017-05 also provides a definition for in-substance nonfinancial assets and additional guidance on partial sales of nonfinancial assets. This guidance will be effective for the Company’s fiscal year ending June 30, 2019 and may be applied retrospectively. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

 

In May 2017, the FASB issued ASU No 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” This ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. ASU 2017-09 is effective for the Company's fiscal year ending June 30, 2019, with early adoption permitted, and should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

 

Forward Looking Information and Factors that May Affect Future Results

 

Our disclosure and analysis in this report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified by the use of statements that include words such as “estimate,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “goal,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including:

 

 

the Company’s ability:

 

o

to achieve revenue and profitability;

 

o

to leverage its operating platform and reduce operating expenses;

 

o

to manage the increased seasonality of its business;

 

o

to cost effectively acquire and retain customers;

 

o

to effectively integrate and grow acquired companies;

 

o

to reduce working capital requirements and capital expenditures;

 

o

to compete against existing and new competitors;

 

o

to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and

 

o

to cost efficiently manage inventories;

 

the outcome of contingencies, including legal proceedings in the normal course of business; and

 

general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products.

 

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements.

 

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Forms 10-Q, 8-K and 10-K reports to the Securities and Exchange Commission. Our Annual Report on Form 10-K filing for the fiscal year ended July 2, 2017 listed various important factors that could cause actual results to differ materially from expected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. Readers can find them in Part I, Item 1A, of that filing under the heading “Cautionary Statements Under the Private Securities Litigation Reform Act of 1995”. We incorporate that section of that Form 10-K in this filing and investors should refer to it.

 

 

 

24

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is exposed to market risk from the effect of interest rate changes.

 

Interest Rate Risk

 

The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s investment of available cash balances and its long-term debt. The Company generally invests its cash and cash equivalents in investment grade corporate and U.S. government securities. Due to the currently low rates of return the Company is receiving on its cash equivalents, the potential for a significant decrease in short-term interest rates is low and, therefore, a further decrease would not have a material impact on the Company’s interest income. Borrowings under the Company’s credit facility bear interest at a variable rate, plus an applicable margin, and therefore expose the Company to market risk for changes in interest rates. The effect of a 50 basis point increase in current interest rates on the Company’s interest expense would be approximately $0.1 and $0.4 million during the three and nine months ended April 1, 2018, respectively.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of April 1, 2018. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of April 1, 2018.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the Company’s evaluation required by Rules 13a-15(d) or 15d-15(d) of the Securities Exchange Act of 1934 during the quarter ended April 1, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

25

 

 

PART II. – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Litigation

 

There are various claims, lawsuits, and pending actions against the Company and its subsidiaries incident to the operations of its businesses. It is the opinion of management, after consultation with counsel, that the ultimate resolution of such claims, lawsuits and pending actions will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

 

ITEM 1A. RISK FACTORS.

 

There were no material changes to the Company’s risk factors as discussed in Part 1, Item 1A-Risk Factors in the Company’s Annual Report on Form 10-K for the year ended July 2, 2017.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The Company has a stock repurchase plan through which purchases can be made from time to time in the open market and through privately negotiated transactions, subject to general market conditions. The repurchase program is financed utilizing available cash. On August 30, 2017, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $30.0 million. As of April 1, 2018, $20.1 million remained authorized under the plan.

 

The following table sets forth, for the months indicated, the Company’s purchase of common stock during the first nine months of fiscal 2018, which includes the period July 3, 2017 through April 1, 2018:

 

Period

 

Total Number of

Shares Purchased

   

Average Price

Paid Per Share (1)

   

Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs

   

Dollar Value of Shares

that May Yet Be Purchased

Under the Plans or Programs

 
   

(in thousands, except average price paid per share)

         
                                 

07/03/17 - 07/30/17

    89.3     $ 9.66       89.3     $ 16,363  

07/31/16 - 08/27/17

    99.6     $ 9.08       99.6     $ 15,456  

08/28/17 - 10/01/17

    268.7     $ 9.43       268.7     $ 27,859  

10/02/17 - 10/29/17

    233.5     $ 9.62       233.5     $ 25,606  

10/30/17 - 12/03/17

    414.3     $ 9.36       414.3     $ 21,719  

12/04/17 - 12/31/17

    61.9     $ 10.16       61.9     $ 21,089  

01/01/18 - 01/28/18

    -     $ -       -     $ 21,089  

01/29/18 - 02/25/18

    93.2     $ 10.60       93.2     $ 20,098  

02/26/18 - 04/01/18

    -     $ -       -     $ 20,098  
                                 

Total

    1,260.5     $ 9.55       1,260.5          

 

(1) Average price per share excludes commissions and other transaction fees.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable. 

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

 

26

 

 

ITEM 6. EXHIBITS

 

 

31.1

Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 

31.2

Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 

32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

 

101.INS

XBRL Instance Document

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

101.CAL

XBRL Taxonomy Calculation Linkbase Document

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB

XBRL Taxonomy Extension Label Document

 

101.PRE

XBRL Taxonomy Definition Presentation Document

* Filed herewith.

 

 

 

27

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

1-800-FLOWERS.COM, Inc. 

(Registrant)

 

Date:      May 11, 2018

/s/ Christopher G. McCann      

Christopher G. McCann
Chief Executive Officer, 
Director and President
(Principal Executive Officer)  

 

 

Date:      May 11, 2018

/s/ William E. Shea      
William E. Shea
Senior Vice President, Treasurer and
Chief Financial Officer (Principal
Financial and Accounting Officer)