10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended October 2, 2022

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.)
Two Jericho Plaza, Suite 200, Jericho, NY 11753	(516) 237-6000
(Address of principal executive offices) (Zip code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock	FLWS	The Nasdaq Stock Market

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit 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	☐ 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 November 4, 2022:

Class A common stock: 37,380,934

Class B common stock: 27,249,614

1-800-FLOWERS.COM, Inc.

FORM 10-Q

For the quarterly period ended October 2, 2022

TABLE OF CONTENTS

		Page
Part I.	Financial Information
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets – October 2, 2022 (Unaudited) and July 3, 2022	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) – Three Months Ended October 2, 2022 and September 26, 2021	2
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) – Three Months Ended October 2, 2022 and September 26, 2021	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) – Three Months Ended October 2, 2022 and September 26, 2021	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
Part II.	Other Information
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
Signatures		36

PART I. – FINANCIAL INFORMATION

ITEM 1. – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidated Balance Sheets

(in thousands, except for share data)

	October 2, 2022			July 3, 2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	9,442		$	31,465
Trade receivables, net		48,965			23,812
Inventories		342,601			247,563
Prepaid and other		64,823			45,398
Total current assets		465,831			348,238
Property, plant and equipment, net		235,555			236,481
Operating lease right-of-use assets		135,402			129,390
Goodwill		213,287			213,287
Other intangibles, net		144,508			145,568
Other assets		21,637			21,927
Total assets	$	1,216,220		$	1,094,891
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	63,605		$	57,386
Accrued expenses		180,915			175,392
Current maturities of long-term debt		160,000			20,000
Current portion of long-term operating lease liabilities		14,938			12,919
Total current liabilities		419,458			265,697
Long-term debt, net		138,174			142,497
Long-term operating lease liabilities		128,521			123,662
Deferred tax liabilities, net		35,361			35,742
Other liabilities		17,434			17,884
Total liabilities		738,948			585,482
Commitments and contingencies (See Note 13 and Note 14)
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, 57,706,389 shares issued at October 2, 2022 and July 3, 2022		577			577
Class B common stock, $0.01 par value, 200,000,000 shares authorized, 32,529,614 shares issued at October 2, 2022 and July 3, 2022		325			325
Additional paid-in capital		381,440			379,885
Retained earnings		282,093			315,785
Accumulated other comprehensive loss		(211	)		(211	)
Treasury stock, at cost, 20,418,396 Class A shares at October 2, 2022 and July 3, 2022, and 5,280,000 Class B shares at October 2, 2022 and July 3, 2022		(186,952	)		(186,952	)
Total stockholders’ equity		477,272			509,409
Total liabilities and stockholders’ equity	$	1,216,220		$	1,094,891

See accompanying Notes to Condensed Consolidated Financial Statements.

1

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

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except for per share data)

(unaudited)

	Three Months Ended
	October 2, 2022			September 26, 2021
Net revenues	$	303,604		$	309,373
Cost of revenues		202,146			183,859
Gross profit		101,458			125,514
Operating expenses:
Marketing and sales		89,139			94,379
Technology and development		14,740			13,423
General and administrative		26,245			27,066
Depreciation and amortization		12,694			10,970
Total operating expenses		142,818			145,838
Operating loss		(41,360	)		(20,324	)
Interest expense, net		2,821			1,528
Other expense (income), net		922			(596	)
Loss before income taxes		(45,103	)		(21,256	)
Income tax benefit		(11,411	)		(8,057	)
Net loss and comprehensive net loss		(33,692	)	$	(13,199	)
Basic and diluted net loss per common share	$	(0.52	)	$	(0.20	)
Basic and diluted weighted average shares used in the calculation of net loss per common share		64,538			65,062

See accompanying Notes to Condensed Consolidated Financial Statements.

2

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

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share data)

(unaudited)

	Three Months Ended October 2, 2022 and September 26, 2021
	Common Stock								Additional		Retained			Accumulated Other								Total
	Class A				Class B				Paid-in		Earnings			Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Loss			Shares		Amount			Equity
Balance at July 3, 2022		57,706,389	$	577		32,529,614	$	325	$	379,885	$	315,785		$	(211	)		25,698,396	$	(186,952	)	$	509,409
Net loss		-		-		-		-		-		(33,692	)		-			-		-			(33,692	)
Stock-based compensation		-		-		-		-		1,555		-			-			-		-			1,555
Balance at October 2, 2022		57,706,389	$	577		32,529,614	$	325	$	381,440	$	282,093		$	(211	)		25,698,396	$	(186,952	)	$	477,272
Balance at June 27, 2021		55,675,661	$	557		33,433,614	$	334	$	371,103	$	286,175		$	(318	)		24,105,841	$	(148,781	)	$	509,070
Net loss		-		-		-		-		-		(13,199	)		-			-		-			(13,199	)
Stock-based compensation		172,500		2		-		-		3,003		-			-			-		-			3,005
Exercise of stock options		249,900		2		-		-		561		-			-			-		-			563
Acquisition of Class A treasury stock		-		-		-		-		-		-			-			288,026		(9,065	)		(9,065	)
Balance at September 26, 2021		56,098,061	$	561		33,433,614	$	334	$	374,667	$	272,976		$	(318	)		24,393,867	$	(157,846	)	$	490,374

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)

	Three months ended
	October 2, 2022			September 26, 2021
Operating activities:
Net loss	$	(33,692	)	$	(13,199	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		12,694			10,970
Amortization of deferred financing costs		345			299
Deferred income taxes		(381	)		(741	)
Bad debt expense		265			(96	)
Stock-based compensation		1,555			3,005
Other non-cash items		326			260
Changes in operating items:
Trade receivables		(25,416	)		(9,708	)
Inventories		(95,038	)		(128,577	)
Prepaid and other		(19,425	)		(16,852	)
Accounts payable and accrued expenses		11,742			2,415
Other assets and liabilities		702			2,060
Net cash used in operating activities		(146,323	)		(150,164	)
Investing activities:
Capital expenditures, net of non-cash expenditures		(11,033	)		(11,122	)
Net cash used in investing activities		(11,033	)		(11,122	)
Financing activities:
Acquisition of treasury stock		-			(9,065	)
Proceeds from exercise of employee stock options		-			563
Proceeds from bank borrowings		140,000			-
Repayment of notes payable and bank borrowings		(5,000	)		-
Debt issuance cost		333			-
Net cash provided by (used in) financing activities		135,333			(8,502	)
Net change in cash and cash equivalents		(22,023	)		(169,788	)
Cash and cash equivalents:
Beginning of period		31,465			173,573
End of period	$	9,442		$	3,785

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 (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended October 2, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending July 2, 2023. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended July 3, 2022, which provides a more complete understanding of our accounting policies, financial position, operating results and other matters.

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 over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Valentine’s Day, Easter, Administrative Professionals Week, and Mother's Day, revenues also have historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.

Use of Estimates

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

Revenue Recognition

Net revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Service and outbound shipping charged to customers are recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers.

A description of our principal revenue generating activities is as follows:

● E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment.

● Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods is transferred to the customer, at the point of sale, at which time payment is received.

● Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms are typically 30 days from the date control over the product is transferred to the customer.

● BloomNet Services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet Services are typically month-to-month and as a result no consideration allocation is necessary across multiple reporting periods. Payment is typically due less than 30 days from the date the services were performed.

5

 

Deferred Revenues

Deferred revenues are recorded when the Company has received consideration (i.e. advance payment) before satisfying its performance obligations. As such, customer orders are recorded as deferred revenue prior to shipment or rendering of product or services. Deferred revenues primarily relate to e-commerce orders placed, but not shipped, prior to the end of the fiscal period, as well as for subscription programs, including our various food, wine, and plant-of-the-month clubs and our Celebrations Passport program.

Our total deferred revenue as of July 3, 2022 was $33.7 million (included in “Accrued expenses” on our consolidated balance sheets), of which $16.9 million was recognized as revenue during the three months ended October 2, 2022. The deferred revenue balance as of October 2, 2022 was $34.4 million.

Recently Issued Accounting Pronouncements

The Company does not expect that any recently issued accounting pronouncements will have a material effect on its consolidated financial statements.

Note 2 – Net Income (Loss) Per Common Share

Basic net loss per common share is computed by dividing the net loss during the period by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted-average number of common shares outstanding during the period and excludes the dilutive potential common shares (consisting of unvested restricted stock awards), as their inclusion would be antidilutive. As a result of the net loss for the three months ended October 2, 2022 and September 26, 2021, there is no dilutive impact to the net loss per share calculation for the respective periods.

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 3, 2022, 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
	October 2, 2022		September 26, 2021
	(in thousands)
Stock options	$	-	$	9
Restricted stock		1,555		2,996
Total		1,555		3,005
Deferred income tax benefit		381		741
Stock-based compensation expense, net	$	1,174	$	2,264

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

	Three Months Ended
	October 2, 2022		September 26, 2021
	(in thousands)
Marketing and sales	$	700	$	1,327
Technology and development		155		120
General and administrative		700		1,558
Total	$	1,555	$	3,005

6

 

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

As of October 2, 2022, the Company does not have any options outstanding.

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 three months ended October 2, 2022:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at July 3, 2022		929,709		$	21.82
Granted		79,895		$	6.81
Vested		-		$	-
Forfeited		(13,815	)	$	21.40
Non-vested at October 2, 2022		995,789		$	20.62

The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of October 2, 2022, there was $10.0 million of total unrecognized compensation cost related to non-vested, restricted, stock-based compensation to be recognized over the weighted-average remaining period of 2.2 years.  

Note 4 – Acquisitions

Acquisition of Vital Choice

On October 27, 2021, the Company completed its acquisition of all of the membership interests in Vital Choice Seafood LLC (“Vital Choice”), a provider of wild-caught seafood and sustainably farmed shellfish, pastured proteins, organic foods, and marine-sourced nutritional supplements. The Company utilized its existing credit facility to fund the $20.0 million purchase (subject to certain working capital and other adjustments), which included tradenames, customer lists, websites and operations. Vital Choice revenues were approximately $27.8 million during its most recent year ended December 31, 2020.

After working capital and related adjustments, total consideration was approximately $20.3 million, and was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date. The Company is in the process of finalizing its allocation of acquired intangible assets and has recorded certain immaterial adjustments during the measurement period. The final allocation may result in additional adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, revisions of useful lives of intangible assets, and the determination of any residual amount that will be allocated to goodwill.

7

 

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

	Vital Choice Preliminary Purchase Price Allocation		Measurement Period Interim Adjustments			Vital Choice Preliminary Purchase Price Allocation
	October 27,					October 2,
	2021					2022
	(in thousands)
Inventory	$	8,653	$	-		$	8,653
Other current assets		929		(474	)		455
Property, plant and equipment		205		(205	)		-
Intangible assets		9,800		-			9,800
Goodwill		4,383		34			4,417
Total assets acquired		23,970		(645	)		23,325
Current liabilities		3,621		(256	)		3,365
Net assets acquired	$	20,349	$	(389	)	$	19,960

The estimated fair value of the acquired work in process and finished goods inventory was determined utilizing the income approach. The income approach estimates the fair value of the inventory based on the net retail value of the inventory, less operating expenses and a reasonable profit allowance. Raw materials inventory was valued at book value, as there have not been any significant price fluctuations or other events that would materially change the cost to replace the raw materials.

Of the acquired intangible assets, $4.5 million was assigned to customer lists, which is being amortized over the estimated remaining life of 5 years, $5.3 million was assigned to tradenames (indefinite life), and $4.4 million was assigned to goodwill (indefinite life), which is expected to be deductible for tax purposes. The goodwill recognized is primarily related to synergistic value created in terms of both operating costs and revenue growth opportunities, enhanced financial and operational scale, and other strategic benefits.

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

The estimated fair value of the acquired customer lists was determined using the excess earnings method under the income approach. This method requires identifying the future revenue that would be generated by existing customers at the time of the acquisition, considering an appropriate attrition rate based on the historical experience of the Company. Appropriate expenses are then deducted from the revenues and economic rents are charged for the return on contributory assets. The after-tax cash flows attributable to the asset are discounted back to their net present value at an appropriate intangible asset rate of return and summed to calculate the value of the customer lists.

Operating results of the Vital Choice business are reflected in the Company’s consolidated financial statements from the date of acquisition within the Gourmet Foods & Gift Baskets segment. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results was not material.

8

 

Acquisition of Alice’s Table

On December 31, 2021, the Company completed its acquisition of Alice’s Table, Inc. (“Alice’s Table”), a lifestyle business offering fully digital livestreaming floral, culinary and other experiences. The Company utilized existing cash of $0.8 million, contributed accounts receivable due from Alice’s Table of $0.3 million, and converted its cost method investment in Alice’s Table of $0.3 million, in order to acquire 100% ownership in Alice’s Table, which included tradenames, customer lists, websites and operations. Immediately prior to completing the acquisition, the Company wrote down its previous cost method investment in Alice’s Table to its $0.3 million fair value, on the date of the acquisition, resulting in an impairment of $0.7 million, which is recorded in the “Other (income) expense, net” line item on the Statement of Operations for the fiscal year ended July 3, 2022. Alice’s Table revenues were approximately $3.8 million during its most recent fiscal year ended September 30, 2021.

The resulting total consideration of $1.3 million was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date, including: goodwill of $0.7 million, trademarks of $0.5 million, customer lists of $0.2 million (4 year life) and deferred revenue of $0.1 million. The Company is in the process of finalizing its allocation and this may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, revisions of useful lives of intangible assets, and the determination of any residual amount that will be allocated to goodwill.

Note 5 – Inventory, Net

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:

	October 2, 2022		July 3, 2022
	(in thousands)
Finished goods	$	197,407	$	128,760
Work-in-process		34,187		29,270
Raw materials		111,007		89,533
Total inventory	$	342,601	$	247,563

Note 6 – Goodwill and Intangible Assets, Net

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

	Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Total
	(in thousands)
Balance at July 3, 2022	$	151,600	$	-	$	61,687	$	213,287
Balance at October 2, 2022	$	151,600	$	-	$	61,687	$	213,287

9

 

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

				October 2, 2022						July 3, 2022
	Amortization Period			Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
	(in years)			(in thousands)
Intangible assets with determinable lives
Investment in licenses	14	-	16	$	7,420	$	6,490	$	930	$	7,420	$	6,464	$	956
Customer lists	3	-	10		28,509		18,492		10,017		28,509		17,473		11,036
Other	5	-	14		2,946		2,558		388		2,946		2,543		403
Total intangible assets with determinable lives					38,875		27,540		11,335		38,875		26,480		12,395
Trademarks with indefinite lives					133,173		-		133,173		133,173		-		133,173
Total identifiable intangible assets				$	172,048	$	27,540	$	144,508	$	172,048	$	26,480	$	145,568

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Future estimated amortization expense is as follows: remainder of fiscal 2023 - $3.2 million, fiscal 2024 - $4.2 million, fiscal 2025 - $1.7 million, fiscal 2026 - $1.2 million, fiscal 2027 - $0.5 million and thereafter - $0.5 million.

Note 7 – Investments

Equity investments without a readily determinable fair value

Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significant influence, are accounted for at cost, less impairment (assessed qualitatively at each reporting period), adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. These investments are included within “Other assets” in the Company’s consolidated balance sheets. The aggregate carrying amount of the Company’s cost method investments was $3.5 million as of October 2, 2022 and July 3, 2022, respectively. 

Equity investments with a readily determinable fair value

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

10

  

Note 8 –Debt, Net

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

	October 2, 2022			July 3, 2022
	(in thousands)
Revolver	$	140,000		$	-
Term Loans		160,000			165,000
Deferred financing costs		(1,826	)		(2,503	)
Total debt		298,174			162,497
Less: current debt		160,000			20,000
Long-term debt	$	138,174		$	142,497

On May 31, 2019, the Company and certain of its U.S. subsidiaries entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders. The 2019 Credit Agreement amended and restated the Company’s existing amended and restated credit agreement dated as of December 23, 2016 to, among other modifications: (i) increase the amount of the outstanding term loan (“Term Loan”) from approximately $97 million to $100 million, (ii) extend the maturity date of the outstanding Term Loan and the revolving credit facility (“Revolver”) by approximately 29 months to May 31, 2024, and (iii) decrease the applicable interest rate margins for LIBOR and base rate loans by 25 basis points. The Term Loan is payable in 19 quarterly installments of principal and interest beginning on September 29, 2019, with escalating principal payments, at the rate of 5.0% per annum for the first eight payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $62.5 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, may be used for working capital and general corporate purposes, subject to certain restrictions. For each borrowing under the Existing Credit Agreement (as defined below), the Company may elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) a LIBOR rate plus 1%, or (2) an adjusted LIBOR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio.

On August 20, 2020, the Company, the Subsidiary Guarantors, JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders entered into a First Amendment (the “First Amendment”) to the 2019 Credit Agreement. The First Amendment amends the 2019 Credit Agreement to, among other modifications, (i) increase the aggregate principal amount of the existing Revolver commitments from $200.0 million to $250.0 million, (ii) establish a new tranche of term A-1 loans in an aggregate principal amount of $100.0 million (the “2020 Term Loan”), (iii) increase the working capital sublimit with respect to the Revolver from $175.0 million to $200.0 million, and (iv) increase the seasonally-reduced Revolver commitments from $100.0 million to $125.0 million for the period from January 1 through August 1 for each fiscal year of the Company.

The 2020 Term Loan will mature on May 31, 2024. Proceeds of the borrowing under the 2020 Term Loan may be used for working capital and general corporate purposes of the Company and its subsidiaries, subject to certain restrictions. The 2020 Term Loan is payable in 15 quarterly installments of principal and interest beginning on September 27, 2020, with escalating principal payments, at the rate of 5.0% per annum for the first four payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $67.5 million due upon maturity.

On November 8, 2021, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Second Amendment (the “Second Amendment”) to the 2019 Credit Agreement. The Second Amendment amended the 2019 Credit Agreement to, among other modifications, decrease the interest margins and LIBOR floor applicable to the 2020 Term Loan.

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On August 29, 2022, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Third Amendment (the “Third Amendment”) to the 2019 Credit Agreement. The Third Amendment amends the 2019 Credit Agreement (the 2019 Credit Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment, the “Existing Credit Agreement”) to, among other modifications, (A) alter the financial maintenance covenants set forth therein by (1) increasing the required maximum consolidated leverage ratio, for the reference period ending October 2, 2022, from 3.25 to 1.00 to 4.25 to 1.00 and (2) decreasing the required minimum consolidated fixed charge coverage ratio, for the reference periods ending October 2, 2022, January 1, 2023, and April 2, 2023, from 1.50 to 1.00 to 1.00 to 1.00 and (B) increase the amount of certain capital expenditures that may be disregarded for purposes of calculating the consolidated fixed charge coverage ratio from $25.0 million to $35.0 million.

The Existing Credit Agreement requires that while any borrowings or commitments are outstanding the Company comply with certain financial covenants and affirmative covenants as well as certain negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments and make certain restricted payments. The Company was in compliance with these covenants as of October 2, 2022. The Existing Credit Agreement is secured by substantially all of the assets of the Company. 

Future principal payments under the Term Loan and 2020 Term Loan are as follows: $15.0 million – remainder of fiscal 2023 and $145.0 million – fiscal 2024. 

Note 9 - Property, Plant and Equipment

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

	October 2, 2022			July 3, 2022
	(in thousands)
Land	$	33,866		$	33,862
Orchards in production and land improvements		20,064			19,773
Building and building improvements		66,291			65,909
Leasehold improvements		26,248			26,266
Production equipment		107,460			106,244
Furniture and fixtures		8,985			8,985
Computer and telecommunication equipment		39,583			38,934
Software		170,896			165,289
Capital projects in progress		17,293			14,525
Property, plant and equipment, gross		490,686			479,787
Accumulated depreciation and amortization		(255,131	)		(243,306	)
Property, plant and equipment, net	$	235,555		$	236,481

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.

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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)
As of October 2, 2022:
Trading securities held in a “rabbi trust” (1)	$	17,305	$	17,305	$	-	$	-
Total assets (liabilities) at fair value	$	17,305	$	17,305	$	-	$	-
As of July 3, 2022:
Trading securities held in a “rabbi trust” (1)	$	17,760	$	17,760	$	-	$	-
Total assets (liabilities) at fair value	$	17,760	$	17,760	$	-	$	-

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

Note 11 – Income Taxes

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 for the three months ended October 2, 2022 was 25.3% compared to 37.9% in the same period of the prior year. The effective tax rate differed from the U.S. federal statutory rate of 21.0% for the three months ended October 2, 2022, primarily due to state income taxes and nondeductible expenses for executive compensation, partially offset by various permanent differences and tax credits. The effective tax rate differed from the U.S. federal statutory rate of 21.0% for the three months ended September 26, 2021, primarily due to excess tax benefits from stock-based compensation, as well as state income taxes and nondeductible expenses for executive compensation.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. The Company completed its U.S. federal examination for fiscal 2018, however, fiscal years 2019, 2020 and 2021 remain subject to U.S. federal examination. Due to ongoing state examinations and nonconformity with the U.S. federal statute of limitations for assessment, certain states remain open from fiscal 2016. The Company's foreign income tax filings from fiscal 2017 are open for examination by its respective foreign tax authorities, mainly Canada, Brazil, and the United Kingdom.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At October 2, 2022, the Company has an unrecognized tax benefit, including accrued interest and penalties, of approximately $1.4 million. The Company believes that $0.1 million of unrecognized tax positions will be resolved over the next twelve months. 

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Note 12 – Business Segments

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

• Consumer Floral & Gifts,

• BloomNet, and

• Gourmet Foods & Gift Baskets

Segment performance is measured based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. As such, management’s measure of profitability for these segments does not 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, 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
	October 2, 2022			September 26, 2021
	(in thousands)
Net Revenues:
Segment Net Revenues:
Consumer Floral & Gifts	$	162,180		$	181,229
BloomNet		33,367			30,834
Gourmet Foods & Gift Baskets		108,228			97,482
Corporate		44			45
Intercompany eliminations		(215	)		(217	)
Total net revenues	$	303,604		$	309,373
Operating Income (Loss):
Segment Contribution Margin:
Consumer Floral & Gifts	$	10,810		$	19,190
BloomNet		9,517			10,860
Gourmet Foods & Gift Baskets		(18,710	)		(7,673	)
Segment Contribution Margin Subtotal		1,617			22,377
Corporate (a)		(30,283	)		(31,731	)
Depreciation and amortization		(12,694	)		(10,970	)
Operating loss	$	(41,360	)	$	(20,324	)

(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.

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The following tables represent a disaggregation of revenue from contracts with customers, by channel: 

	Three Months Ended
	Consumer Floral & Gifts				BloomNet				Gourmet Foods & Gift Baskets				Corporate and Eliminations						Consolidated
	October 2, 2022		September 26, 2021		October 2, 2022		September 26, 2021		October 2, 2022		September 26, 2021		October 2, 2022			September 26, 2021			October 2, 2022			September 26, 2021
Net revenues
E-commerce	$	160,382	$	179,286	$	-	$	-	$	78,540	$	84,085	$	-		$	-		$	238,922		$	263,371
Other		1,798		1,943		33,367		30,834		29,688		13,397		(171	)		(172	)		64,682			46,002
Total net revenues	$	162,180	$	181,229	$	33,367	$	30,834	$	108,228	$	97,482	$	(171	)	$	(172	)	$	303,604		$	309,373
Other revenues detail
Retail and other		1,798		1,943		-		-		1,907		1,837		-			-			3,705			3,780
Wholesale		-		-		13,622		9,984		27,781		11,560		-			-			41,403			21,544
BloomNet services		-		-		19,745		20,850		-		-		-			-			19,745			20,850
Corporate		-		-		-		-		-		-		44			45			44			45
Eliminations		-		-		-		-		-		-		(215	)		(217	)		(215	)		(217	)
Total other revenues	$	1,798		1,943	$	33,367	$	30,834	$	29,688	$	13,397	$	(171	)	$	(172	)	$	64,682			46,002

Note 13 – Leases

The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036. Most lease agreements are of a long-term nature (over a year), although the Company does also enter into short-term leases, primarily for seasonal needs. Lease agreements may contain renewal options and rent escalation clauses and require the Company to pay real estate taxes, insurance, common area maintenance and operating expenses applicable to the leased properties. The Company accounts for its leases in accordance with ASC 842.

At contract inception, we determine whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time, by assessing whether we have the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset.

At the lease commencement date, we determine if a lease should be classified as an operating or a finance lease (we currently have no finance leases) and recognize a corresponding lease liability and a right-of-use asset on our Balance Sheet. The lease liability is initially and subsequently measured as the present value of the remaining fixed minimum rental payments (including base rent and fixed common area maintenance) using discount rates as of the commencement date. Variable payments (including most utilities, real estate taxes, insurance and variable common area maintenance) are expensed as incurred. Further, we elected a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. The right-of-use asset is initially and subsequently measured at the carrying amount of the lease liability adjusted for any prepaid or accrued lease payments, remaining balance of lease incentives received, unamortized initial direct costs, or impairment charges relating to the right-of-use asset. Right-of-use assets are assessed for impairment using the long-lived assets impairment guidance. The discount rate used to determine the present value of lease payments is our estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as we generally cannot determine the interest rate implicit in the lease.

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We recognize expense for our operating leases on a straight-line basis over the lease term. As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced. Renewal option periods are included in the measurement of lease liability, where the exercise is reasonably certain to occur. Key estimates and judgments in accounting for leases include how we determine: (1) lease payments, (2) lease term, and (3) the discount rate used in calculating the lease liability.

Additional information related to our leases is as follows:

	Three Months Ended
	October 2, 2022			September 26, 2021
	(in thousands)
Lease costs:
Operating lease costs	$	5,347			3,963
Variable lease costs		5,851			5,130
Short-term lease cost		1,565			1,581
Sublease income		(243	)		(182	)
Total lease costs	$	12,520		$	10,492
Cash paid for amounts included in measurement of operating lease liabilities	$	4,481			3,618
Right-of-use assets obtained in exchange for new operating lease liabilities	$	9,985			31,135

	October 2, 2022
	(in thousands)
Weighted-average remaining lease term - operating leases (in years)		9.2
Weighted-discount rate - operating leases		3.9	%

Maturities of lease liabilities in accordance with ASC 842 as of October 2, 2022 and reconciliation to balance sheet are as follows (in thousands):

Remainder of 2023	$	14,610
2024		22,171
2025		19,918
2026		18,006
2027		16,376
Thereafter		82,497
Total Future Minimum Lease Payments		173,578
Less: Imputed Remaining Interest		30,119
Total Operating Lease Liabilities		143,459
Less: Current portion of long-term operating lease liabilities		14,938
Long-term operating lease liabilities	$	128,521

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Note 14 - Accrued Expenses

Accrued expenses consisted of the following:

	October 2, 2022		July 3, 2022
	(in thousands)
Payroll and employee benefits	$	39,525	$	37,617
Deferred revenue		34,419		33,746
Accrued marketing expenses		18,433		19,506
Accrued florist payout		15,918		18,938
Accrued purchases		37,273		32,141
Other		35,347		33,444
Accrued Expenses	$	180,915	$	175,392

Note 15 – Commitments and Contingencies

Litigation

Call Center Worker Claim:

In March of 2018, a putative class action lawsuit was filed against a subsidiary of the Company (the “Subsidiary”) in the U.S. District Court for the District of Oregon, Medford Division (the “Court”), alleging violations of the federal Fair Labor Standards Act (FLSA) and Oregon state law. The complaint was brought on behalf of a putative class of call center workers and alleged that certain Subsidiary policies and practices resulted in class members’ performance of unpaid work. The plaintiff sought class certification, compensation for alleged unpaid and underpaid wages, civil penalties, prejudgment interest, liquidated damages, litigation costs, and attorneys’ fees. Following mediation, the parties reached an agreement in April 2022 to resolve all claims. The settlement agreement remains subject to certain judicial approvals. The Subsidiary’s payment liability under the settlement agreement is capped at a maximum amount of $3.3 million, and the amount payable will depend on the number of claims filed by class members and the amounts of attorneys’ fees and litigation costs approved by the Court. In September 2022, the Court granted final approval of the settlement agreement. The parties are awaiting a final calculation from the settlement administrator. During the quarter ended March 27, 2022, the Company accrued $2.9 million, which is included in "Accrued expenses" in the consolidated balance sheets at  July 3, 2022 and October 2, 2022, based upon the expected "opt-in" participation rate of the class members. In entering into the settlement agreement, the Subsidiary is making no admission of liability. 

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

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

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, for the year ended July 3, 2022. 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,” under Part I, Item 1A, of the Company’s Annual Report on Form 10-K, for the year ended July 3, 2022 under the heading “Risk Factors” and Part II-Other Information, Item 1A in this Form 10-Q.

Business Overview

1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the “Company”) is a leading provider of gifts designed to help inspire customers to give more, connect more, and build more and better relationships. The Company’s e-commerce business platform features an all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Stock Yards® and Simply Chocolate®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge across our portfolio of brands, 1-800-FLOWERS.COM, Inc. strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral and gift industry service provider offering a broad-range of products and services designed to help members grow their businesses profitably; Napco℠, a resource for floral gifts and seasonal décor; DesignPac Gifts, LLC, a manufacturer of gift baskets and towers; and Alice’s Table®, a lifestyle business offering fully digital livestreaming floral, culinary and other experiences to guests across the country.

For additional information, see Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview” of our Annual Report on Form 10-K for the year ended July 3, 2022. 

Acquisition of Vital Choice

On October 27, 2021, the Company completed its acquisition of Vital Choice Seafood LLC (“Vital Choice”), a provider of wild-caught seafood and sustainably farmed shellfish, pastured proteins, organic foods, and marine-sourced nutritional supplements. The Company utilized its existing credit facility to fund the $20.0 million purchase (subject to certain working capital and other adjustments), which included tradenames, customer lists, websites and operations. Vital Choice revenues were approximately $27.8 million during its most recent year ended December 31, 2020 - see Note 4 –Acquisitions in Item 1. 

Acquisition of Alice’s Table

On December 31, 2021, the Company completed its acquisition of Alice’s Table LLC (“Alice’s Table”), a lifestyle business offering fully digital livestreaming floral, culinary and other experiences. The Company utilized existing cash of $0.8 million, converted the existing accounts receivable from Alice’s Table of $0.3 million and its previous $0.3 million cost method investment in Alice’s Table, in order to acquire 100% ownership in Alice’s Table, which included tradenames, customer lists, websites and operations. Alice’s Table revenues were approximately $3.8 million during the twelve-month period ended September 30, 2021 - see Note 4 –Acquisitions in Item 1.

Amended Credit Agreement

On August 29, 2022, the Company entered into a Third Amendment to the Company's 2019 Credit Agreement. The Third Amendment amends the 2019 Credit Agreement to, among other modifications, (A) alter the financial maintenance covenants set forth therein by (1) increasing the required maximum consolidated leverage ratio, for the reference period ending October 2, 2022, from 3.25 to 1.00 to 4.25 to 1.00 and (2) decreasing the required minimum consolidated fixed charge coverage ratio, for the reference periods ending October 2, 2022, January 1, 2023, and April 2, 2023, from 1.50 to 1.00 to 1.00 to 1.00 and (B) increase the amount of certain capital expenditures that may be disregarded for purposes of calculating the consolidated fixed charge coverage ratio from $25.0 million to $35.0 million (See Note 8 - Debt, in Item 1, for details).

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COVID-19 and Other Macro-Economic Factors

The global COVID-19 pandemic, and its related impacts, have affected, and will continue to affect, our operations and financial results for the foreseeable future.

Overall, consumer behavior continues to reflect the significant geo-political and inflationary forces that are affecting both discretionary and nondiscretionary spending. Our total revenues for the quarter ended October 2, 2022 were down 1.9% in comparison to the prior year, mainly as a result of consumers purchasing fewer “Everyday” gifts, as they respond to these macro-economic pressures. However, as we look forward to the holiday season and the balance of our fiscal year, we are cautiously optimistic that consumers will continue to spend on the major gift giving holiday occasions, but we anticipate they will remain cautious in their spending otherwise.

Coming into fiscal 2023, we expected the challenging macro-economic and geo-political backdrop to affect our performance during the first quarter, as our year-ago results had not yet been affected by the global supply chain constraints, and the surge in in-bound and out-bound shipping, commodity costs, labor and fuel which began during the second quarter of fiscal 2022, and escalated throughout the balance of the year.

However, we expect to see a stabilization of our business during our second quarter and improvement during the second half of our fiscal year, as we cycle against the sharp inflationary period of a year ago. After growing revenues 77% since fiscal 2019, we anticipate revenues to decline slightly in fiscal 2023 as consumers adjust their discretionary purchases in response to the current inflationary environment. The impact of this revenue decline on our earnings is expected to be partially mitigated by our strategic cost reduction initiatives, coupled with the decline that we are seeing in ocean freight costs. We expect the reduction of these costs to begin to provide a margin benefit in the second half of this fiscal year, and even more so next year.

Company Guidance

The Company is providing the following guidance for fiscal 2023. While the highly unpredictable nature of the current macro economy makes it difficult to forecast in this environment, the Company anticipates that after growing revenues 77% over the past three fiscal years, revenues will decline slightly in fiscal 2023 on lower consumer confidence and cautious spending behavior. The Company anticipates that the combination of the investments it has made – and continues to make – in its business platform, along with strategic pricing programs and moderation of cost inputs, will enable it to gradually improve gross margins and bottom-line results during the latter half of the current fiscal year. Additionally, this guidance assumes the restoration of 100% bonus payout in fiscal 2023, compared with a limited bonus payout in fiscal 2022.

Full Year Fiscal 2023 Guidance

● Total revenues to decline in the mid-single digit range on a percentage basis as compared with the prior year;

● Adjusted EBITDA to be in a range of $75 million to $80 million; and

● Free Cash Flow to exceed $75 million.

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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. We do not provide a reconciliation of adjusted EBITDA guidance to net income guidance or a reconciliation of free cash flow guidance to net cash provided by operating activities because doing so would require unreasonable efforts at this time, because of the uncertainty and variability of the nature and amount of certain components of various necessary GAAP components, including for example those related to compensation, tax items, amortization or others that may arise during the year, and the Company's management believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The lack of such reconciling information should be considered when assessing the impact of such disclosures.

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, NQDC Plan investment appreciation/depreciation, and for certain items affecting period-to-period comparability. See Segment Information for details on how EBITDA and adjusted EBITDA were calculated for each period presented.

The Company presents EBITDA and adjusted 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 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 contribution margin adjusted for certain items affecting period-to-period comparability. See Segment Information for details on how segment contribution margin was calculated for each period presented.

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

Segment contribution margin and adjusted 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 segment contribution margin and adjusted segment contribution margin is that they are an incomplete measure of profitability as they do 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 (loss) and adjusted or comparable net income (loss) per common share

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

We believe that adjusted net income (loss) and adjusted or comparable net income (loss) per common share are meaningful measures because they increase the comparability of period-to-period results.

20

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 (loss) and net income (loss) per common share, as indicators of operating performance and they may not be comparable to similarly titled measures employed by other companies. 

Free Cash Flow

We define free cash flow as net cash provided by operating activities, less capital expenditures. The Company considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases of fixed assets, which can then be used to, among other things, invest in the Company’s business, make strategic acquisitions, strengthen the balance sheet, and repurchase stock or retire debt. Free cash flow is a liquidity measure that is frequently used by the investment community in the evaluation of similarly situated companies.

Since free cash flow is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP. A limitation of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease in the company's cash balance for the period.

21

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, and adjusted EBITDA.

	Three Months Ended
	October 2, 2022			September 26, 2021			Vital Choice Transaction Costs		As Adjusted (non-GAAP) September 26, 2021			% Change
Net revenues:
Consumer Floral & Gifts	$	162,180		$	181,229		$	-	$	181,229			-10.5	%
BloomNet		33,367			30,834					30,834			8.2	%
Gourmet Foods & Gift Baskets		108,228			97,482					97,482			11.0	%
Corporate		44			45					45			-2.2	%
Intercompany eliminations		(215	)		(217	)				(217	)		0.9	%
Total net revenues	$	303,604		$	309,373		$	-	$	309,373			-1.9	%
Gross profit:
Consumer Floral & Gifts	$	61,919		$	76,003				$	76,003			-18.5	%
		38.2	%		41.9	%				41.9	%
BloomNet		14,487			15,409					15,409			-6.0	%
		43.4	%		50.0	%				50.0	%
Gourmet Foods & Gift Baskets		25,113			34,163					34,163			-26.5	%
		23.2	%		35.0	%				35.0	%
Corporate		(61	)		(61	)				(61	)		0.0	%
		-138.6	%		-135.6	%				-135.6	%
Total gross profit	$	101,458		$	125,514		$	-	$	125,514			-19.2	%
		33.4	%		40.6	%		-		40.6	%
EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts	$	10,810		$	19,190		$	-	$	19,190			-43.7	%
BloomNet		9,517			10,860					10,860			-12.4	%
Gourmet Foods & Gift Baskets		(18,710	)		(7,673	)				(7,673	)		-143.8	%
Segment Contribution Margin Subtotal		1,617			22,377			-		22,377			-92.8	%
Corporate (b)		(30,283	)		(31,731	)		456		(31,275	)		3.2	%
EBITDA (non-GAAP)		(28,666	)		(9,354	)		456		(8,898	)		-222.2	%
Add: Stock-based compensation		1,555			3,005					3,005			-48.3	%
Add: Compensation charge related to NQ Plan Investment (Depreciation) Appreciation		(906	)		567					567			-259.8	%
Adjusted EBITDA (non-GAAP)	$	(28,017	)	$	(5,782	)	$	456	$	(5,326	)		-426.0	%

22

Reconciliation of net loss to adjusted net loss (non-GAAP):	Three Months Ended
	October 2, 2022			September 26, 2021
Net loss	$	(33,692	)	$	(13,199	)
Adjustments to reconcile net loss to adjusted net loss (non-GAAP)
Add: Transaction costs		-			456
Deduct: Income tax effect on adjustments (c)		-			(173	)
Adjusted net loss (non-GAAP)	$	(33,692	)	$	(12,916	)
Basic and diluted net loss per common share	$	(0.52	)	$	(0.20	)
Basic and diluted adjusted net loss per common share (non-GAAP)	$	(0.52	)	$	(0.20	)
Weighted average shares used in the calculation of basic and diluted net loss and adjusted net loss per common share		64,538			65,062

Reconciliation of net loss to adjusted EBITDA (non-GAAP):	Three Months Ended
	October 2, 2022			September 26, 2021
Net loss	$	(33,692	)	$	(13,199	)
Add: Interest expense and other, net		3,743			932
Add: Depreciation and amortization		12,694			10,970
Deduct: Income tax benefit		(11,411	)		(8,057	)
EBITDA		(28,666	)		(9,354	)
Add: Stock-based compensation		1,555			3,005
Add: Compensation charge related to NQ plan investment (depreciation) appreciation		(906	)		567
Add: Transaction costs		-			456
Adjusted EBITDA	$	(28,017	)	$	(5,326	)

(a) 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.

(b) 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.

(c) Income tax effect on adjustments is calculated based upon the Company’s effective tax rate during the applicable period.

23

Results of Operations

Net revenues

	Three Months Ended
	October 2, 2022		September 26, 2021		% Change
	(dollars in thousands)
Net revenues:
E-Commerce	$	238,922	$	263,371		-9.3	%
Other		64,682		46,002		40.6	%
Total net revenues	$	303,604	$	309,373		-1.9	%

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

Net revenues decreased 1.9% during the three months ended October 2, 2022, compared to the same period of the prior year due to lower volume within the Consumer Floral & Gifts segment, partially offset by increased volume in the Gourmet Foods & Gift Baskets and BloomNet segments. Adjusted for the non-comparative impact of Alice’s Table and Vital Choice, which were acquired on December 31, 2021 and October 27, 2021, respectively, consolidated revenues decreased 3.6%, in comparison to the prior year period.

To provide perspective, our post-pandemic Q1 fiscal 2023 revenues exceeded our pre-pandemic Q1 fiscal 2019 revenues by 79.1% This revenue growth includes revenues attributable to Shari’s Berries, which was acquired in August 2019, PersonalizationMall, which was acquired on August 3, 2020, Vital Choice, which was acquired on October 27, 2021, and Alice's Table, which was acquired on December 31, 2021. Excluding revenues from these acquisitions, pro-forma revenue growth exceeded pre-pandemic Q1 fiscal 2019 revenues by 50.7%.

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	Three Months Ended
	Consumer Floral & Gifts							BloomNet							Gourmet Foods & Gift Baskets							Corporate and Eliminations						Consolidated
	October 2, 2022		September 26, 2021		% Change			October 2, 2022		September 26, 2021		% Change			October 2, 2022		September 26, 2021		% Change			October 2, 2022			September 26, 2021			October 2, 2022			September 26, 2021			% Change
Net revenues
E-commerce	$	160,382	$	179,286		-10.5	%	$	-	$	-		-	%	$	78,540	$	84,085		-6.6	%	$	-		$	-		$	238,922		$	263,371			-9.3	%
Other		1,798		1,943		-7.5	%		33,367		30,834		8.2	%		29,688		13,397		121.6	%		(171	)		(172	)		64,682			46,002			40.6	%
Total net revenues	$	162,180	$	181,229		-10.5	%	$	33,367	$	30,834		8.2	%	$	108,228	$	97,482		11.0	%	$	(171	)	$	(172	)	$	303,604		$	309,373			-1.9	%
Other revenues detail
Retail and other		1,798		1,943		-7.5	%		-		-					1,907		1,837		3.8	%		-			-			3,705			3,780			-2.0	%
Wholesale		-		-					13,622		9,984		36.4	%		27,781		11,560		140.3	%		-			-			41,403			21,544			92.2	%
BloomNet services		-		-					19,745		20,850		-5.3	%		-		-					-			-			19,745			20,850			-5.3	%
Corporate		-		-					-		-					-		-					44			45			44			45			-2.2	%
Eliminations		-		-					-		-					-		-					(215	)		(217	)		(215	)		(217	)		0.9	%
Total other revenues	$	1,798		1,943		-7.5	%	$	33,367	$	30,834		8.2	%	$	29,688	$	13,397		121.6	%	$	(171	)	$	(172	)	$	64,682			46,002			40.6	%

Revenue by sales channel:

E-commerce revenues (combined online and telephonic) decreased 9.3% during the three months ended October 2, 2022 compared to the same period of the prior year as a result of lower consumer demand for “Everyday” gifts, across all segments, due to the macro-economic conditions noted above. The lower order volume (3.1 million, -15.1%) was partially offset by pricing initiatives and product mix, which drove a higher average sale ($75.78, +6.7%). Excluding the impact of the acquisitions of Vital Choice and Alice’s Table, pro-forma revenue declined 3.6% during the period. During the three months ended October 2, 2022, the Company added approximately 0.8 million new e-commerce customers, a decrease of 9.2% compared to the same period of the prior year, while existing customers contributed approximately 70% of our total e-commerce revenues during the quarter.

Other revenues are comprised of the Company’s BloomNet segment, as well as the wholesale and retail channels of its Consumer Floral & Gifts and Gourmet Foods & Gift Baskets segments. Other revenues increased by 40.6% during the three months ended October 2, 2022, compared to the same period of the prior year, due to increased wholesale product demand, attributable to the return of consumers to “brick-and-mortar” shopping, and the timing of certain DesignPac shipments due to improvements in the global supply chain, partially offset by a decrease in BloomNet services revenues.

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Revenue by segment:

Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com and PersonalizationMall brands, as well as Alice’s Table, subsequent to its acquisition on December 31, 2021, derives revenue from the sale of consumer floral products and gifts through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise operations. 

Net revenues within this segment decreased 10.5% during the three months ended October 2, 2022, compared to the same period of the prior year, due to reduced “Everyday” product demand, as consumer discretionary spending continues to shrink in the current inflationary environment. Pro-forma segment revenues decreased 10.6% during the three months ended October 2, 2022, adjusting for the acquisition of Alice’s Table.

BloomNet - revenues in this segment are derived from membership fees, as well as other product and service offerings. Net revenues increased 8.2% during the three months ended October 2, 2022, compared to the same period of the prior year, due to strong wholesale product demand, and product availability, which had been constrained by supply chain issues in the prior year, partially offset by lower services revenue. The services revenue decline was attributable to membership/transaction fee revenues associated with a decline in order volume going through the network, as well as lower directory services ad revenues.

Gourmet Foods & Gift Baskets – this segment includes the operations of Harry & David, Wolferman’s, Stock Yards, Cheryl’s Cookies, The Popcorn Factory, 1-800-Baskets/DesignPac, Shari’s Berries, and Vital Choice, subsequent to its October 27, 2021 acquisition date. Revenue is derived from the sale of gourmet fruits, cookies, baked gifts, premium chocolates and confections, gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish, through the Company’s e-commerce sales channels (telephonic and online sales) and company-owned and operated retail stores under the Harry & David and Cheryl’s brand names, as well as wholesale operations.

26

Net revenues within this segment increased 11.0% during the three months ended October 2, 2022, compared to the same period of the prior year, as a result of favorable wholesale and retail revenues, due to improved demand as consumers return to traditional “brick-and-mortar” shopping, as well as timing of DesignPac revenues, which moved into the second quarter of the prior year as production was slowed by supply chain issues. E-commerce sales were lower than prior year as a result of the macro-economic issues noted above, partially offset by strategic price increases, and the incremental revenues attributable to Vital Choice, which was acquired on October 27, 2021, and subsequently integrated within the operations of Harry & David. This segment has also been impacted by the reductions in “EveryDay” volumes, due to the macro-economic conditions noted above, combined with the fact that the segment also experienced the highest growth rates during the Pandemic when food gifts/self-consumption peaked. Pro-forma segment revenues increased 5.6% during the three months ended October 2, 2022, adjusting for the acquisition of Vital Choice.

Gross profit

	Three Months Ended
	October 2, 2022			September 26, 2021			% Change
	(dollars in thousands)
Gross profit	$	101,458		$	125,514			-19.2	%
Gross profit %		33.4	%		40.6	%

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 includes labor and facility costs related to direct-to-consumer and wholesale production operations, as well as payments made to sending florists related to order volume referred through the Company’s BloomNet network. 

Gross profit decreased 19.2% during the three months ended October 2, 2022 compared to the same period of the prior year, primarily due to a significantly lower gross profit percentage, as well as the lower revenues noted above. Gross profit percentage decreased across all three segments, reflecting macro-economic headwinds which included higher commodity, labor, inbound and outbound shipping costs, including the impact of fuel surcharges, as well as the write-off of dated perishable product.

The Company has and will continue to implement strategies designed to mitigate the impact of these headwinds, including pricing initiatives across our product assortment, implementing logistics optimization programs to enhance our outbound shipping operations and manage rising third-party shipping costs and deploying automation to increase throughput and efficiency and address high cost of labor. In addition, ocean freight and certain commodity costs have come down significantly from their highs of last year.

Gross profit by segment follows:

Consumer Floral & Gifts segment - Gross profit decreased by 18.5% during the three months ended October 2, 2022, due to a decrease in gross profit percentage, as well as the lower revenues noted above. Gross profit percentage was negatively impacted by increased cost of merchandise, driven by higher ocean freight and product costs, as well as higher outbound freight, and labor rates, partially offset by pricing initiatives which are reflected in the higher average order value noted above.

BloomNet segment - Gross profit decreased by 6.0% during the three months ended October 2, 2022 compared to the same period of the prior year, due to the impact of sales mix, with a greater proportion of revenues derived from lower margin wholesale product sales, and higher rebates, partially offset by lower wholesale product costs due to easing of the supply chain issues experienced in the prior year.

Gourmet Foods & Gift Baskets segment - Gross profit decreased by 26.5% during the three months ended October 2, 2022 compared to the same period of the prior year, due to a significant decrease in gross profit percentage, partially offset by the increase in revenues noted above. The lower gross profit percentage was due to the impact of higher component costs due to inflationary pressure, higher labor rates, charges associated with the write-off of expiring inventories, product/channel mix with a larger proportion of wholesale product revenues, and outbound transportation costs increases, partially offset by pricing initiatives.

27

Marketing and sales expense

	Three Months Ended
	October 2, 2022			September 26, 2021			% Change
	(dollars in thousands)
Marketing and sales	$	89,139		$	94,379			-5.6	%
Percentage of net revenues		29.4	%		30.5	%

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 5.6% during the three months ended October 2, 2022, compared to the same period of the prior year, due to variable components associated with lower revenues, combined with reductions in advertising spend, partially offset by higher labor costs, due to increases in rate.

Technology and development expense

	Three Months Ended
	October 2, 2022			September 26, 2021			% Change
	(dollars in thousands)
Technology and development	$	14,740		$	13,423			9.8	%
Percentage of net revenues		4.9	%		4.3	%

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 expense increased by 9.8% during the three months ended October 2, 2022 compared to the same period of the prior year, primarily due to higher maintenance and support for the Company’s technology platform enhancements, including higher labor and consulting costs.

General and administrative expense

	Three Months Ended
	October 2, 2022			September 26, 2021			% Change
	(dollars in thousands)
General and administrative	$	26,245		$	27,066			-3.0	%
Percentage of net revenues		8.6	%		8.7	%

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 expenses decreased 3.0% during the three months ended October 2, 2022, compared to the same period of the prior year, due to lower labor and related costs, primarily resulting from a decrease in non-qualified deferred compensation plan investment income (refer to equal offset in “other income/expense, net”), partially offset by higher professional fees.

28

Depreciation and amortization expense

	Three Months Ended
	October 2, 2022			September 26, 2021			% Change
	(dollars in thousands)
Depreciation and amortization	$	12,694		$	10,970			15.7	%
Percentage of net revenues		4.2	%		3.5	%

Depreciation and amortization expense increased 15.7% during the three months ended October 2, 2022, compared to the same period of the prior year, due to distribution facility automation projects and IT related ecommerce/platform enhancements, as well as incremental amortization associated with the Vital Choice and Alice’s Table acquisitions.

Interest expense, net

	Three Months Ended
	October 2, 2022		September 26, 2021		% Change
	(dollars in thousands)
Interest expense, net	$	2,821	$	1,528		84.6	%

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), net of income earned on the Company’s available cash balances.

Interest expense, net increased 84.6% during the three months ended October 2, 2022 compared to the same period of the prior year, due to a higher level of borrowings against the Company’s line of credit, higher interest rates, and an increase in the amortization of deferred financing costs associated with Credit Facility amendments in November 2021 and August 2022.

Other expense (income), net

	Three Months Ended
	October 2, 2022		September 26, 2021			% Change
	(dollars in thousands)
Other expense (income), net	$	922	$	(596	)		-254.7	%

Other expense (income), net for the three months ended October 2, 2022, consists primarily of investment losses/(gains) on the Company’s NQDC Plan assets. 

Income Taxes

The Company recorded income tax benefit of $11.4 million and $8.1 million, during the three months ended October 2, 2022 and September 26, 2021, respectively. The Company’s effective tax rate for the three months ended October 2, 2022 was 25.3% compared to 37.9% in the same period of the prior year. The effective tax rate differed from the U.S. federal statutory rate of 21% for the three months ended October 2, 2022, primarily due to state income taxes and nondeductible expenses for executive compensation, partially offset by various permanent differences and tax credits. The effective tax rate differed from the U.S. federal statutory rate of 21% for the three months ended September 26, 2021, primarily due to excess tax benefits from stock-based compensation, as well as state income taxes and nondeductible expenses for executive compensation.

29

Liquidity and Capital Resources

Liquidity and borrowings

The Company's principal sources of liquidity are cash on hand, cash flows generated from operations and borrowings available under the Company’s Credit Agreement (see Note 8 - Debt in Item 1 for details). At October 2, 2022, the Company had working capital of $46.4 million, including cash and cash equivalents of $9.4 million, compared to working capital of $82.5 million, including cash and cash equivalents of $31.5 million, at July 3, 2022. 

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 over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Valentine’s Day, Easter, Administrative Professionals Week, and Mother’s Day, revenues also have historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.

During the first quarter of fiscal 2023, the Company borrowed $140.0 million under its revolving credit agreement in order to fund pre-holiday manufacturing and inventory procurement requirements. Working capital borrowings typically peak in November after which time cash generated from operations during the Christmas holiday shopping season is expected to enable the Company to repay such borrowings.

While we believe that our sources of funding will be sufficient to meet our anticipated operating cash needs for at least the next twelve months, any projections of future cash needs and cash flows are subject to substantial uncertainty. We continually evaluate, and 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 used in operating activities of $146.3 million, for the three months ended October 2, 2022, was primarily attributable to the Company’s net loss during the period, combined with seasonal changes in net working capital, including increases in inventory, trade receivables, prepaid and other, as well as accounts payable and accrued expenses, partially offset by non-cash charges for depreciation and amortization and stock-based compensation.

Net cash used in investing activities of $11.0 million, for the three months ended October 2, 2022, was primarily attributable to capital expenditures related to the Company's technology initiatives, as well as manufacturing, production, and warehousing equipment.

Net cash provided by financing activities of $135.3 million, for the three months ended October 2, 2022, related primarily to net proceeds from bank borrowings under the Company’s working capital line of credit.

Stock Repurchase Program

See Item 2 in Part II below for details.

30

Contractual Obligations

At October 2, 2022, the Company’s contractual obligations consist of:

● Long-term debt obligations - payments due under the Company's existing Credit Agreement (see Note 8 - Debt in Item 1 for details and payments due by period).

● Operating lease obligations – payments due under the Company’s operating leases (see Note 13 - Leases in Item 1 for details and payments due by period for the long-term operating leases).

● Purchase commitments - consisting primarily of inventory and IT related equipment purchase orders and license agreements made in the ordinary course of business – see below for the contractual payments due by period.

	Payments due by period
	(in thousands)
	Remaining Fiscal 2023		Fiscal 2024		Fiscal 2025		Fiscal 2026		Fiscal 2027		Thereafter		Total
Purchase commitments	$	118,155	$	21,484	$	6,724	$	2,472	$	148	$	-	$	148,983

Critical Accounting Policies and Estimates

As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2022, the discussion and analysis of the Company’s financial condition and results of operations are based upon the consolidated financial statements, 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 goodwill, other intangible 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 3, 2022.

Recently Issued Accounting Pronouncements 

See Note 1 - Accounting Policies in Item 1 for details regarding the impact of accounting standards that were recently issued on our consolidated financial statements.

31

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 seasonality of its business;

o to cost effectively acquire and retain customers;

o  to successfully integrate acquired businesses and assets;

o  to reduce working capital requirements and capital expenditures;

o  to mitigate the impact of supply chain cost and capacity constraints;

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 effectively manage inventories;

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

● general consumer sentiment and economic conditions that may affect among other things, the levels of discretionary customer purchases of the Company’s products and the costs of shipping and labor; and

● the impact of the COVID-19 pandemic on our business and financial statements. 

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 for the fiscal year ended July 3, 2022 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. In addition, please refer to any additional risk factors in Part II, Item 1A in this Form 10-Q.

32

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 $0.3 million during the three months ended October 2, 2022.

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 October 2, 2022. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and procedures were not effective as of October 2, 2022, due to a material weakness in internal control over financial reporting related to logical access and segregation of duties, at the application control level, in certain information technology environments. The material weakness was first identified and reported in Management's Report on Internal Control over Financial Reporting in our Annual Report on Form 10-K for the period ending July 3, 2022.

Management has taken steps to remediate these deficiencies, including redesigning the logical access and placing enhanced segregation of duties, enhancing its internal documentation and monitoring approach to ensure that all procedures designed to restrict access to applications and data are operating in an optimal manner in order to provide management with comfort that access is properly limited to the appropriate internal personnel. Management began to implement these remedial steps during the first quarter of fiscal 2023. In accordance with our internal control compliance program, a material weakness is not considered remediated until the remediation processes have been operational for a sufficient period of time and successfully tested. In light of this material weakness, management performed additional procedures over our IT environment and personnel affected to determine if any unauthorized action had been taken and found no such instances.

Notwithstanding the material weakness described in Management's Report on logical access and segregation of duties in certain technology environments, our management has concluded that our consolidated financial statements for the periods covered by this form 10-Q are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein.

Changes in Internal Control over Financial Reporting

Except for the remedial actions described above, 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 October 2, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

33

PART II. – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation

Call Center Worker Claim:

In March of 2018, a putative class action lawsuit was filed against a subsidiary of the Company (the “Subsidiary”) in the U.S. District Court for the District of Oregon, Medford Division (the “Court”), alleging violations of the federal Fair Labor Standards Act (FLSA) and Oregon state law. The complaint was brought on behalf of a putative class of call center workers and alleged that certain Subsidiary policies and practices resulted in class members’ performance of unpaid work. The plaintiff sought class certification, compensation for alleged unpaid and underpaid wages, civil penalties, prejudgment interest, liquidated damages, litigation costs, and attorneys’ fees. Following mediation, the parties reached an agreement in April 2022 to resolve all claims. The settlement agreement remains subject to certain judicial approvals. The Subsidiary’s payment liability under the settlement agreement is capped at a maximum amount of $3.3 million, and the amount payable will depend on the number of claims filed by class members and the amounts of attorneys’ fees and litigation costs approved by the Court. In September 2022, the Court granted final approval of the settlement agreement. The parties are awaiting a final calculation from the settlement administrator. During the quarter ended March 27, 2022, the Company accrued $2.9 million, which is included in "Accrued expenses" in the consolidated balance sheets at July 3, 2022 and October 2, 2022, based upon the expected "opt-in" participation rate of the class members. In entering into the settlement agreement, the Subsidiary is making no admission of liability.

In addition, there are various claims, lawsuits, and pending actions against the Company and its subsidiaries incident to the operations of its businesses. It is the opinion of management, after consultation with counsel, that the final resolution of such claims, lawsuits and pending actions will not 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 3, 2022.

34

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 April 22, 2021, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $40.0 million. In addition, on February 3, 2022, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $40.0 million. As of October 2, 2022, $33.2 million remained authorized under the plan.

The Company did not repurchase any common stock during the first three months of fiscal 2023, which included the period July 4, 2022 through October 2, 2022.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable. 

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

10.1	Third Amendment, dated as of August 29, 2022, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, to that certain Second Amended and Restated Credit Agreement, dated as of May 31, 2019.
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	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Document
101.PRE	Inline XBRL Taxonomy Definition Presentation Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

35

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: November 14, 2022	/s/ Christopher G. McCann       Christopher G. McCann Chief Executive Officer and  Director (Principal Executive Officer)
Date: November 14, 2022	/s/ William E. Shea       William E. Shea Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)

36

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(RULE 13a-14 (a))

I, Christopher G. McCann, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of 1-800-FLOWERS.COM, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022	/s/ Christopher G. McCann
	Christopher G. McCann
	Chief Executive Officer and
	Director

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(RULE 13a-14(a))

I, William E. Shea, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of 1-800-FLOWERS.COM, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022	/s/ William E. Shea
	William E. Shea
	Senior Vice President, Treasurer and
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of 1-800-FLOWERS.COM, Inc. (the “Company”) hereby certifies, to the best of such officer's knowledge, that:

(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended October 2, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 14, 2022	/s/ Christopher G. McCann
	Christopher G. McCann Chief Executive Officer and Director
Dated: November 14, 2022	/s/ William E. Shea
	William E. Shea Senior Vice President, Treasurer and Chief Financial Officer

These certifications are furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certifications will not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates them by reference.

XML

Document And Entity Information - shares	3 Months Ended
	Oct. 02, 2022	Nov. 04, 2022
Document Information [Line Items]
Entity Central Index Key	0001084869
Entity Registrant Name	1 800 FLOWERS COM INC
Amendment Flag	false
Current Fiscal Year End Date	--07-03
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 02, 2022
Document Transition Report	false
Entity File Number	0-26841
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-3117311
Entity Address, Address Line One	Two Jericho Plaza, Suite 200
Entity Address, City or Town	Jericho
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11753
City Area Code	516
Local Phone Number	237-6000
Title of 12(b) Security	Class A common stock
Trading Symbol	FLWS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		27,249,614
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		37,380,934

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Oct. 02, 2022	Jul. 03, 2022
Current assets:
Cash and cash equivalents	$ 9,442	$ 31,465
Trade receivables, net	48,965	23,812
Inventories	342,601	247,563
Prepaid and other	64,823	45,398
Total current assets	465,831	348,238
Property, plant and equipment, net	235,555	236,481
Operating lease right-of-use assets	135,402	129,390
Goodwill	213,287	213,287
Other intangibles, net	144,508	145,568
Other assets	21,637	21,927
Total assets	1,216,220	1,094,891
Current liabilities:
Accounts payable	63,605	57,386
Accrued expenses	180,915	175,392
Current maturities of long-term debt	160,000	20,000
Current portion of long-term operating lease liabilities	14,938	12,919
Total current liabilities	419,458	265,697
Long-term debt, net	138,174	142,497
Long-term operating lease liabilities	128,521	123,662
Deferred tax liabilities, net	35,361	35,742
Other liabilities	17,434	17,884
Total liabilities	738,948	585,482
Commitments and contingencies (See Note 13 and Note 14)
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued	0	0
Additional paid-in capital	381,440	379,885
Retained earnings	282,093	315,785
Accumulated other comprehensive loss	(211)	(211)
Treasury stock, at cost, 20,418,396 Class A shares at October 2, 2022 and July 3, 2022, and 5,280,000 Class B shares at October 2, 2022 and July 3, 2022	(186,952)	(186,952)
Total stockholders’ equity	477,272	509,409
Total liabilities and stockholders’ equity	1,216,220	1,094,891
Common Class A [Member]
Stockholders' equity:
Common stock	577	577
Common Class B [Member]
Stockholders' equity:
Common stock	$ 325	$ 325

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Oct. 02, 2022	Jul. 03, 2022
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	57,706,389	57,706,389
Treasury stock, shares (in shares)	20,418,396	20,418,396
Common Class B [Member]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	32,529,614	32,529,614
Treasury stock, shares (in shares)	5,280,000	5,280,000

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Oct. 02, 2022	Sep. 26, 2021
Net revenues	$ 303,604	$ 309,373
Cost of revenues	202,146	183,859
Gross profit	101,458	125,514
Operating expenses:
Marketing and sales	89,139	94,379
Technology and development	14,740	13,423
General and administrative	26,245	27,066
Depreciation and amortization	12,694	10,970
Total operating expenses	142,818	145,838
Operating loss	(41,360)	(20,324)
Interest expense, net	2,821	1,528
Other expense (income), net	922	(596)
Loss before income taxes	(45,103)	(21,256)
Income tax benefit	(11,411)	(8,057)
Net loss and comprehensive net loss	$ (33,692)	$ (13,199)
Basic and diluted net loss per common share (in dollars per share)	$ (0.52)	$ (0.20)
Basic and diluted weighted average shares used in the calculation of net loss per common share (in shares)	64,538	65,062

XML

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Treasury Stock [Member]	Total
Balance (in shares) at Jun. 27, 2021	55,675,661	33,433,614				24,105,841
Balance at Jun. 27, 2021	$ 557	$ 334	$ 371,103	$ 286,175	$ (318)	$ (148,781)	$ 509,070
Net loss	$ 0	$ 0	0	(13,199)	0	$ 0	(13,199)
Stock-based compensation (in shares)	172,500	0				0
Stock-based compensation	$ 2	$ 0	3,003	0	0	$ 0	3,005
Exercise of stock options (in shares)	249,900	0				0
Exercise of stock options	$ 2	$ 0	561	0	0	$ 0	563
Acquisition of Class A treasury stock (in shares)	0	0				288,026
Acquisition of Class A treasury stock	$ 0	$ 0	0	0	0	$ (9,065)	(9,065)
Balance (in shares) at Sep. 26, 2021	56,098,061	33,433,614				24,393,867
Balance at Sep. 26, 2021	$ 561	$ 334	374,667	272,976	(318)	$ (157,846)	490,374
Balance (in shares) at Jul. 03, 2022	57,706,389	32,529,614				25,698,396
Balance at Jul. 03, 2022	$ 577	$ 325	379,885	315,785	(211)	$ (186,952)	509,409
Net loss	$ 0	$ 0	0	(33,692)	0	$ 0	(33,692)
Stock-based compensation (in shares)	0	0				0
Stock-based compensation	$ 0	$ 0	1,555	0	0	$ 0	1,555
Balance (in shares) at Oct. 02, 2022	57,706,389	32,529,614				25,698,396
Balance at Oct. 02, 2022	$ 577	$ 325	$ 381,440	$ 282,093	$ (211)	$ (186,952)	$ 477,272

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Oct. 02, 2022	Sep. 26, 2021
Operating activities:
Net loss	$ (33,692)	$ (13,199)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	12,694	10,970
Amortization of deferred financing costs	345	299
Deferred income taxes	(381)	(741)
Bad debt expense	265	(96)
Stock-based compensation	1,555	3,005
Other non-cash items	326	260
Changes in operating items:
Trade receivables	(25,416)	(9,708)
Inventories	(95,038)	(128,577)
Prepaid and other	(19,425)	(16,852)
Accounts payable and accrued expenses	11,742	2,415
Other assets and liabilities	702	2,060
Net cash used in operating activities	(146,323)	(150,164)
Investing activities:
Capital expenditures, net of non-cash expenditures	(11,033)	(11,122)
Net cash used in investing activities	(11,033)	(11,122)
Financing activities:
Acquisition of treasury stock	0	(9,065)
Proceeds from exercise of employee stock options	0	563
Proceeds from bank borrowings	140,000	0
Repayment of notes payable and bank borrowings	(5,000)	0
Debt issuance cost	333	0
Net cash provided by (used in) financing activities	135,333	(8,502)
Net change in cash and cash equivalents	(22,023)	(169,788)
Cash and cash equivalents:
Beginning of period	31,465	173,573
End of period	$ 9,442	$ 3,785

XML

Note 1 - Accounting Policies

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

Note 1 – Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and Subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended October 2, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending July 2, 2023. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended July 3, 2022, which provides a more complete understanding of our accounting policies, financial position, operating results and other matters.

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 over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Valentine’s Day, Easter, Administrative Professionals Week, and Mother's Day, revenues also have historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.

Use of Estimates

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

Revenue Recognition

Net revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Service and outbound shipping charged to customers are recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers.

A description of our principal revenue generating activities is as follows:

● E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment.

● Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods is transferred to the customer, at the point of sale, at which time payment is received.

● Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms are typically 30 days from the date control over the product is transferred to the customer.

● BloomNet Services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet Services are typically month-to-month and as a result no consideration allocation is necessary across multiple reporting periods. Payment is typically due less than 30 days from the date the services were performed.

Deferred Revenues

Deferred revenues are recorded when the Company has received consideration (i.e. advance payment) before satisfying its performance obligations. As such, customer orders are recorded as deferred revenue prior to shipment or rendering of product or services. Deferred revenues primarily relate to e-commerce orders placed, but not shipped, prior to the end of the fiscal period, as well as for subscription programs, including our various food, wine, and plant-of-the-month clubs and our Celebrations Passport program.

Our total deferred revenue as of July 3, 2022 was $33.7 million (included in “Accrued expenses” on our consolidated balance sheets), of which $16.9 million was recognized as revenue during the three months ended October 2, 2022. The deferred revenue balance as of October 2, 2022 was $34.4 million.

Recently Issued Accounting Pronouncements

The Company does not expect that any recently issued accounting pronouncements will have a material effect on its consolidated financial statements.

XML

Note 2 - Net Income (Loss) Per Common Share

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Earnings Per Share [Text Block]

Note 2 – Net Income (Loss) Per Common Share

Basic net loss per common share is computed by dividing the net loss during the period by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted-average number of common shares outstanding during the period and excludes the dilutive potential common shares (consisting of unvested restricted stock awards), as their inclusion would be antidilutive. As a result of the net loss for the three months ended October 2, 2022 and September 26, 2021, there is no dilutive impact to the net loss per share calculation for the respective periods.

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Note 3 - Stock Based Compensation

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 3 – Stock-Based Compensation

The Company has a Long Term Incentive and Share Award Plan, which is more fully described in Note 12 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 3, 2022, 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
	October 2, 2022		September 26, 2021
	(in thousands)
Stock options	$	-	$	9
Restricted stock		1,555		2,996
Total		1,555		3,005
Deferred income tax benefit		381		741
Stock-based compensation expense, net	$	1,174	$	2,264

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

	Three Months Ended
	October 2, 2022		September 26, 2021
	(in thousands)
Marketing and sales	$	700	$	1,327
Technology and development		155		120
General and administrative		700		1,558
Total	$	1,555	$	3,005

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

As of October 2, 2022, the Company does not have any options outstanding.

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 three months ended October 2, 2022:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at July 3, 2022		929,709		$	21.82
Granted		79,895		$	6.81
Vested		-		$	-
Forfeited		(13,815	)	$	21.40
Non-vested at October 2, 2022		995,789		$	20.62

The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of October 2, 2022, there was $10.0 million of total unrecognized compensation cost related to non-vested, restricted, stock-based compensation to be recognized over the weighted-average remaining period of 2.2 years.  

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Note 4 - Acquisitions

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Note 4 – Acquisitions

Acquisition of Vital Choice

On October 27, 2021, the Company completed its acquisition of all of the membership interests in Vital Choice Seafood LLC (“Vital Choice”), a provider of wild-caught seafood and sustainably farmed shellfish, pastured proteins, organic foods, and marine-sourced nutritional supplements. The Company utilized its existing credit facility to fund the $20.0 million purchase (subject to certain working capital and other adjustments), which included tradenames, customer lists, websites and operations. Vital Choice revenues were approximately $27.8 million during its most recent year ended December 31, 2020.

After working capital and related adjustments, total consideration was approximately $20.3 million, and was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date. The Company is in the process of finalizing its allocation of acquired intangible assets and has recorded certain immaterial adjustments during the measurement period. The final allocation may result in additional adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, revisions of useful lives of intangible assets, and the determination of any residual amount that will be allocated to goodwill.

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

	Vital Choice Preliminary Purchase Price Allocation		Measurement Period Interim Adjustments			Vital Choice Preliminary Purchase Price Allocation
	October 27,					October 2,
	2021					2022
	(in thousands)
Inventory	$	8,653	$	-		$	8,653
Other current assets		929		(474	)		455
Property, plant and equipment		205		(205	)		-
Intangible assets		9,800		-			9,800
Goodwill		4,383		34			4,417
Total assets acquired		23,970		(645	)		23,325
Current liabilities		3,621		(256	)		3,365
Net assets acquired	$	20,349	$	(389	)	$	19,960

The estimated fair value of the acquired work in process and finished goods inventory was determined utilizing the income approach. The income approach estimates the fair value of the inventory based on the net retail value of the inventory, less operating expenses and a reasonable profit allowance. Raw materials inventory was valued at book value, as there have not been any significant price fluctuations or other events that would materially change the cost to replace the raw materials.

Of the acquired intangible assets, $4.5 million was assigned to customer lists, which is being amortized over the estimated remaining life of 5 years, $5.3 million was assigned to tradenames (indefinite life), and $4.4 million was assigned to goodwill (indefinite life), which is expected to be deductible for tax purposes. The goodwill recognized is primarily related to synergistic value created in terms of both operating costs and revenue growth opportunities, enhanced financial and operational scale, and other strategic benefits.

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

The estimated fair value of the acquired customer lists was determined using the excess earnings method under the income approach. This method requires identifying the future revenue that would be generated by existing customers at the time of the acquisition, considering an appropriate attrition rate based on the historical experience of the Company. Appropriate expenses are then deducted from the revenues and economic rents are charged for the return on contributory assets. The after-tax cash flows attributable to the asset are discounted back to their net present value at an appropriate intangible asset rate of return and summed to calculate the value of the customer lists.

Operating results of the Vital Choice business are reflected in the Company’s consolidated financial statements from the date of acquisition within the Gourmet Foods & Gift Baskets segment. Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results was not material.

Acquisition of Alice’s Table

On December 31, 2021, the Company completed its acquisition of Alice’s Table, Inc. (“Alice’s Table”), a lifestyle business offering fully digital livestreaming floral, culinary and other experiences. The Company utilized existing cash of $0.8 million, contributed accounts receivable due from Alice’s Table of $0.3 million, and converted its cost method investment in Alice’s Table of $0.3 million, in order to acquire 100% ownership in Alice’s Table, which included tradenames, customer lists, websites and operations. Immediately prior to completing the acquisition, the Company wrote down its previous cost method investment in Alice’s Table to its $0.3 million fair value, on the date of the acquisition, resulting in an impairment of $0.7 million, which is recorded in the “Other (income) expense, net” line item on the Statement of Operations for the fiscal year ended July 3, 2022. Alice’s Table revenues were approximately $3.8 million during its most recent fiscal year ended September 30, 2021.

The resulting total consideration of $1.3 million was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date, including: goodwill of $0.7 million, trademarks of $0.5 million, customer lists of $0.2 million (4 year life) and deferred revenue of $0.1 million. The Company is in the process of finalizing its allocation and this may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, revisions of useful lives of intangible assets, and the determination of any residual amount that will be allocated to goodwill.

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Note 5 - Inventory

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Inventory Disclosure [Text Block]

Note 5 – Inventory, Net

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:

	October 2, 2022		July 3, 2022
	(in thousands)
Finished goods	$	197,407	$	128,760
Work-in-process		34,187		29,270
Raw materials		111,007		89,533
Total inventory	$	342,601	$	247,563

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Note 6 - Goodwill and Intangible Assets

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

Note 6 – Goodwill and Intangible Assets, Net

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

	Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Total
	(in thousands)
Balance at July 3, 2022	$	151,600	$	-	$	61,687	$	213,287
Balance at October 2, 2022	$	151,600	$	-	$	61,687	$	213,287

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

				October 2, 2022						July 3, 2022
	Amortization Period			Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
	(in years)			(in thousands)
Intangible assets with determinable lives
Investment in licenses	14	-	16	$	7,420	$	6,490	$	930	$	7,420	$	6,464	$	956
Customer lists	3	-	10		28,509		18,492		10,017		28,509		17,473		11,036
Other	5	-	14		2,946		2,558		388		2,946		2,543		403
Total intangible assets with determinable lives					38,875		27,540		11,335		38,875		26,480		12,395
Trademarks with indefinite lives					133,173		-		133,173		133,173		-		133,173
Total identifiable intangible assets				$	172,048	$	27,540	$	144,508	$	172,048	$	26,480	$	145,568

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Future estimated amortization expense is as follows: remainder of fiscal 2023 - $3.2 million, fiscal 2024 - $4.2 million, fiscal 2025 - $1.7 million, fiscal 2026 - $1.2 million, fiscal 2027 - $0.5 million and thereafter - $0.5 million.

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Note 7 - Investments

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Equity Method Investments and Joint Ventures Disclosure [Text Block]

Note 7 – Investments

Equity investments without a readily determinable fair value

Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significant influence, are accounted for at cost, less impairment (assessed qualitatively at each reporting period), adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. These investments are included within “Other assets” in the Company’s consolidated balance sheets. The aggregate carrying amount of the Company’s cost method investments was $3.5 million as of October 2, 2022 and July 3, 2022, respectively. 

Equity investments with a readily determinable fair value

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

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Note 8 - Debt, Net

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

Note 8 –Debt, Net

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

	October 2, 2022			July 3, 2022
	(in thousands)
Revolver	$	140,000		$	-
Term Loans		160,000			165,000
Deferred financing costs		(1,826	)		(2,503	)
Total debt		298,174			162,497
Less: current debt		160,000			20,000
Long-term debt	$	138,174		$	142,497

On May 31, 2019, the Company and certain of its U.S. subsidiaries entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders. The 2019 Credit Agreement amended and restated the Company’s existing amended and restated credit agreement dated as of December 23, 2016 to, among other modifications: (i) increase the amount of the outstanding term loan (“Term Loan”) from approximately $97 million to $100 million, (ii) extend the maturity date of the outstanding Term Loan and the revolving credit facility (“Revolver”) by approximately 29 months to May 31, 2024, and (iii) decrease the applicable interest rate margins for LIBOR and base rate loans by 25 basis points. The Term Loan is payable in 19 quarterly installments of principal and interest beginning on September 29, 2019, with escalating principal payments, at the rate of 5.0% per annum for the first eight payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $62.5 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, may be used for working capital and general corporate purposes, subject to certain restrictions. For each borrowing under the Existing Credit Agreement (as defined below), the Company may elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) a LIBOR rate plus 1%, or (2) an adjusted LIBOR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio.

On August 20, 2020, the Company, the Subsidiary Guarantors, JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders entered into a First Amendment (the “First Amendment”) to the 2019 Credit Agreement. The First Amendment amends the 2019 Credit Agreement to, among other modifications, (i) increase the aggregate principal amount of the existing Revolver commitments from $200.0 million to $250.0 million, (ii) establish a new tranche of term A-1 loans in an aggregate principal amount of $100.0 million (the “2020 Term Loan”), (iii) increase the working capital sublimit with respect to the Revolver from $175.0 million to $200.0 million, and (iv) increase the seasonally-reduced Revolver commitments from $100.0 million to $125.0 million for the period from January 1 through August 1 for each fiscal year of the Company.

The 2020 Term Loan will mature on May 31, 2024. Proceeds of the borrowing under the 2020 Term Loan may be used for working capital and general corporate purposes of the Company and its subsidiaries, subject to certain restrictions. The 2020 Term Loan is payable in 15 quarterly installments of principal and interest beginning on September 27, 2020, with escalating principal payments, at the rate of 5.0% per annum for the first four payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $67.5 million due upon maturity.

On November 8, 2021, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Second Amendment (the “Second Amendment”) to the 2019 Credit Agreement. The Second Amendment amended the 2019 Credit Agreement to, among other modifications, decrease the interest margins and LIBOR floor applicable to the 2020 Term Loan.

On August 29, 2022, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Third Amendment (the “Third Amendment”) to the 2019 Credit Agreement. The Third Amendment amends the 2019 Credit Agreement (the 2019 Credit Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment, the “Existing Credit Agreement”) to, among other modifications, (A) alter the financial maintenance covenants set forth therein by (1) increasing the required maximum consolidated leverage ratio, for the reference period ending October 2, 2022, from 3.25 to 1.00 to 4.25 to 1.00 and (2) decreasing the required minimum consolidated fixed charge coverage ratio, for the reference periods ending October 2, 2022, January 1, 2023, and April 2, 2023, from 1.50 to 1.00 to 1.00 to 1.00 and (B) increase the amount of certain capital expenditures that may be disregarded for purposes of calculating the consolidated fixed charge coverage ratio from $25.0 million to $35.0 million.

The Existing Credit Agreement requires that while any borrowings or commitments are outstanding the Company comply with certain financial covenants and affirmative covenants as well as certain negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments and make certain restricted payments. The Company was in compliance with these covenants as of October 2, 2022. The Existing Credit Agreement is secured by substantially all of the assets of the Company. 

Future principal payments under the Term Loan and 2020 Term Loan are as follows: $15.0 million – remainder of fiscal 2023 and $145.0 million – fiscal 2024. 

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Note 9 - Property, Plant and Equipment

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

Note 9 - Property, Plant and Equipment

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

	October 2, 2022			July 3, 2022
	(in thousands)
Land	$	33,866		$	33,862
Orchards in production and land improvements		20,064			19,773
Building and building improvements		66,291			65,909
Leasehold improvements		26,248			26,266
Production equipment		107,460			106,244
Furniture and fixtures		8,985			8,985
Computer and telecommunication equipment		39,583			38,934
Software		170,896			165,289
Capital projects in progress		17,293			14,525
Property, plant and equipment, gross		490,686			479,787
Accumulated depreciation and amortization		(255,131	)		(243,306	)
Property, plant and equipment, net	$	235,555		$	236,481

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Note 10 - Fair Value Measurements

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Fair Value Disclosures [Text Block]

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)
As of October 2, 2022:
Trading securities held in a “rabbi trust” (1)	$	17,305	$	17,305	$	-	$	-
Total assets (liabilities) at fair value	$	17,305	$	17,305	$	-	$	-
As of July 3, 2022:
Trading securities held in a “rabbi trust” (1)	$	17,760	$	17,760	$	-	$	-
Total assets (liabilities) at fair value	$	17,760	$	17,760	$	-	$	-

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

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Note 11 - Income Taxes

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note 11 – Income Taxes

At the end of each interim reporting period, the Company estimates its effective income tax rate expected to be applicable for the full year. This estimate is used in providing for income taxes on a year-to-date basis and may change in subsequent interim periods. The Company’s effective tax rate for the three months ended October 2, 2022 was 25.3% compared to 37.9% in the same period of the prior year. The effective tax rate differed from the U.S. federal statutory rate of 21.0% for the three months ended October 2, 2022, primarily due to state income taxes and nondeductible expenses for executive compensation, partially offset by various permanent differences and tax credits. The effective tax rate differed from the U.S. federal statutory rate of 21.0% for the three months ended September 26, 2021, primarily due to excess tax benefits from stock-based compensation, as well as state income taxes and nondeductible expenses for executive compensation.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. The Company completed its U.S. federal examination for fiscal 2018, however, fiscal years 2019, 2020 and 2021 remain subject to U.S. federal examination. Due to ongoing state examinations and nonconformity with the U.S. federal statute of limitations for assessment, certain states remain open from fiscal 2016. The Company's foreign income tax filings from fiscal 2017 are open for examination by its respective foreign tax authorities, mainly Canada, Brazil, and the United Kingdom.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At October 2, 2022, the Company has an unrecognized tax benefit, including accrued interest and penalties, of approximately $1.4 million. The Company believes that $0.1 million of unrecognized tax positions will be resolved over the next twelve months. 

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Note 12 - Business Segments

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note 12 – Business Segments

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

• Consumer Floral & Gifts,

• BloomNet, and

• Gourmet Foods & Gift Baskets

Segment performance is measured based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. As such, management’s measure of profitability for these segments does not 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, 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
	October 2, 2022			September 26, 2021
	(in thousands)
Net Revenues:
Segment Net Revenues:
Consumer Floral & Gifts	$	162,180		$	181,229
BloomNet		33,367			30,834
Gourmet Foods & Gift Baskets		108,228			97,482
Corporate		44			45
Intercompany eliminations		(215	)		(217	)
Total net revenues	$	303,604		$	309,373
Operating Income (Loss):
Segment Contribution Margin:
Consumer Floral & Gifts	$	10,810		$	19,190
BloomNet		9,517			10,860
Gourmet Foods & Gift Baskets		(18,710	)		(7,673	)
Segment Contribution Margin Subtotal		1,617			22,377
Corporate (a)		(30,283	)		(31,731	)
Depreciation and amortization		(12,694	)		(10,970	)
Operating loss	$	(41,360	)	$	(20,324	)

(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.

The following tables represent a disaggregation of revenue from contracts with customers, by channel: 

	Three Months Ended
	Consumer Floral & Gifts				BloomNet				Gourmet Foods & Gift Baskets				Corporate and Eliminations						Consolidated
	October 2, 2022		September 26, 2021		October 2, 2022		September 26, 2021		October 2, 2022		September 26, 2021		October 2, 2022			September 26, 2021			October 2, 2022			September 26, 2021
Net revenues
E-commerce	$	160,382	$	179,286	$	-	$	-	$	78,540	$	84,085	$	-		$	-		$	238,922		$	263,371
Other		1,798		1,943		33,367		30,834		29,688		13,397		(171	)		(172	)		64,682			46,002
Total net revenues	$	162,180	$	181,229	$	33,367	$	30,834	$	108,228	$	97,482	$	(171	)	$	(172	)	$	303,604		$	309,373
Other revenues detail
Retail and other		1,798		1,943		-		-		1,907		1,837		-			-			3,705			3,780
Wholesale		-		-		13,622		9,984		27,781		11,560		-			-			41,403			21,544
BloomNet services		-		-		19,745		20,850		-		-		-			-			19,745			20,850
Corporate		-		-		-		-		-		-		44			45			44			45
Eliminations		-		-		-		-		-		-		(215	)		(217	)		(215	)		(217	)
Total other revenues	$	1,798		1,943	$	33,367	$	30,834	$	29,688	$	13,397	$	(171	)	$	(172	)	$	64,682			46,002

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Note 13 - Leases

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

Note 13 – Leases

The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036. Most lease agreements are of a long-term nature (over a year), although the Company does also enter into short-term leases, primarily for seasonal needs. Lease agreements may contain renewal options and rent escalation clauses and require the Company to pay real estate taxes, insurance, common area maintenance and operating expenses applicable to the leased properties. The Company accounts for its leases in accordance with ASC 842.

At contract inception, we determine whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time, by assessing whether we have the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset.

At the lease commencement date, we determine if a lease should be classified as an operating or a finance lease (we currently have no finance leases) and recognize a corresponding lease liability and a right-of-use asset on our Balance Sheet. The lease liability is initially and subsequently measured as the present value of the remaining fixed minimum rental payments (including base rent and fixed common area maintenance) using discount rates as of the commencement date. Variable payments (including most utilities, real estate taxes, insurance and variable common area maintenance) are expensed as incurred. Further, we elected a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. The right-of-use asset is initially and subsequently measured at the carrying amount of the lease liability adjusted for any prepaid or accrued lease payments, remaining balance of lease incentives received, unamortized initial direct costs, or impairment charges relating to the right-of-use asset. Right-of-use assets are assessed for impairment using the long-lived assets impairment guidance. The discount rate used to determine the present value of lease payments is our estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as we generally cannot determine the interest rate implicit in the lease.

We recognize expense for our operating leases on a straight-line basis over the lease term. As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced. Renewal option periods are included in the measurement of lease liability, where the exercise is reasonably certain to occur. Key estimates and judgments in accounting for leases include how we determine: (1) lease payments, (2) lease term, and (3) the discount rate used in calculating the lease liability.

Additional information related to our leases is as follows:

	Three Months Ended
	October 2, 2022			September 26, 2021
	(in thousands)
Lease costs:
Operating lease costs	$	5,347			3,963
Variable lease costs		5,851			5,130
Short-term lease cost		1,565			1,581
Sublease income		(243	)		(182	)
Total lease costs	$	12,520		$	10,492
Cash paid for amounts included in measurement of operating lease liabilities	$	4,481			3,618
Right-of-use assets obtained in exchange for new operating lease liabilities	$	9,985			31,135

	October 2, 2022
	(in thousands)
Weighted-average remaining lease term - operating leases (in years)		9.2
Weighted-discount rate - operating leases		3.9	%

Maturities of lease liabilities in accordance with ASC 842 as of October 2, 2022 and reconciliation to balance sheet are as follows (in thousands):

Remainder of 2023	$	14,610
2024		22,171
2025		19,918
2026		18,006
2027		16,376
Thereafter		82,497
Total Future Minimum Lease Payments		173,578
Less: Imputed Remaining Interest		30,119
Total Operating Lease Liabilities		143,459
Less: Current portion of long-term operating lease liabilities		14,938
Long-term operating lease liabilities	$	128,521

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Note 14 - Accrued Expenses

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Accrued expenses consisted of the following:

	October 2, 2022		July 3, 2022
	(in thousands)
Payroll and employee benefits	$	39,525	$	37,617
Deferred revenue		34,419		33,746
Accrued marketing expenses		18,433		19,506
Accrued florist payout		15,918		18,938
Accrued purchases		37,273		32,141
Other		35,347		33,444
Accrued Expenses	$	180,915	$	175,392

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Note 15 - Commitments and Contingencies

3 Months Ended

Oct. 02, 2022

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note 15 – Commitments and Contingencies

Litigation

Call Center Worker Claim:

In March of 2018, a putative class action lawsuit was filed against a subsidiary of the Company (the “Subsidiary”) in the U.S. District Court for the District of Oregon, Medford Division (the “Court”), alleging violations of the federal Fair Labor Standards Act (FLSA) and Oregon state law. The complaint was brought on behalf of a putative class of call center workers and alleged that certain Subsidiary policies and practices resulted in class members’ performance of unpaid work. The plaintiff sought class certification, compensation for alleged unpaid and underpaid wages, civil penalties, prejudgment interest, liquidated damages, litigation costs, and attorneys’ fees. Following mediation, the parties reached an agreement in April 2022 to resolve all claims. The settlement agreement remains subject to certain judicial approvals. The Subsidiary’s payment liability under the settlement agreement is capped at a maximum amount of $3.3 million, and the amount payable will depend on the number of claims filed by class members and the amounts of attorneys’ fees and litigation costs approved by the Court. In September 2022, the Court granted final approval of the settlement agreement. The parties are awaiting a final calculation from the settlement administrator. During the quarter ended March 27, 2022, the Company accrued $2.9 million, which is included in "Accrued expenses" in the consolidated balance sheets at  July 3, 2022 and October 2, 2022, based upon the expected "opt-in" participation rate of the class members. In entering into the settlement agreement, the Subsidiary is making no admission of liability. 

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

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Significant Accounting Policies (Policies)

3 Months Ended

Oct. 02, 2022

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and Subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended October 2, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending July 2, 2023. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended July 3, 2022, which provides a more complete understanding of our accounting policies, financial position, operating results and other matters.

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 over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Valentine’s Day, Easter, Administrative Professionals Week, and Mother's Day, revenues also have historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

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

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

Net revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Service and outbound shipping charged to customers are recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers.

A description of our principal revenue generating activities is as follows:

● E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment.

● Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods is transferred to the customer, at the point of sale, at which time payment is received.

● Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms are typically 30 days from the date control over the product is transferred to the customer.

● BloomNet Services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet Services are typically month-to-month and as a result no consideration allocation is necessary across multiple reporting periods. Payment is typically due less than 30 days from the date the services were performed.

Deferred Revenues

Deferred revenues are recorded when the Company has received consideration (i.e. advance payment) before satisfying its performance obligations. As such, customer orders are recorded as deferred revenue prior to shipment or rendering of product or services. Deferred revenues primarily relate to e-commerce orders placed, but not shipped, prior to the end of the fiscal period, as well as for subscription programs, including our various food, wine, and plant-of-the-month clubs and our Celebrations Passport program.

Our total deferred revenue as of July 3, 2022 was $33.7 million (included in “Accrued expenses” on our consolidated balance sheets), of which $16.9 million was recognized as revenue during the three months ended October 2, 2022. The deferred revenue balance as of October 2, 2022 was $34.4 million.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

The Company does not expect that any recently issued accounting pronouncements will have a material effect on its consolidated financial statements.

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Note 3 - Stock Based Compensation (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Share-Based Payment Arrangement, Cost by Plan [Table Text Block]

	Three Months Ended
	October 2, 2022		September 26, 2021
	(in thousands)
Stock options	$	-	$	9
Restricted stock		1,555		2,996
Total		1,555		3,005
Deferred income tax benefit		381		741
Stock-based compensation expense, net	$	1,174	$	2,264

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Three Months Ended
	October 2, 2022		September 26, 2021
	(in thousands)
Marketing and sales	$	700	$	1,327
Technology and development		155		120
General and administrative		700		1,558
Total	$	1,555	$	3,005

Schedule of Nonvested Share Activity [Table Text Block]

	Shares			Weighted Average Grant Date Fair Value
Non-vested at July 3, 2022		929,709		$	21.82
Granted		79,895		$	6.81
Vested		-		$	-
Forfeited		(13,815	)	$	21.40
Non-vested at October 2, 2022		995,789		$	20.62

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Note 4 - Acquisitions (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	Vital Choice Preliminary Purchase Price Allocation		Measurement Period Interim Adjustments			Vital Choice Preliminary Purchase Price Allocation
	October 27,					October 2,
	2021					2022
	(in thousands)
Inventory	$	8,653	$	-		$	8,653
Other current assets		929		(474	)		455
Property, plant and equipment		205		(205	)		-
Intangible assets		9,800		-			9,800
Goodwill		4,383		34			4,417
Total assets acquired		23,970		(645	)		23,325
Current liabilities		3,621		(256	)		3,365
Net assets acquired	$	20,349	$	(389	)	$	19,960

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Note 5 - Inventory (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	October 2, 2022		July 3, 2022
	(in thousands)
Finished goods	$	197,407	$	128,760
Work-in-process		34,187		29,270
Raw materials		111,007		89,533
Total inventory	$	342,601	$	247,563

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Note 6 - Goodwill and Intangible Assets (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Schedule of Goodwill [Table Text Block]

	Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Total
	(in thousands)
Balance at July 3, 2022	$	151,600	$	-	$	61,687	$	213,287
Balance at October 2, 2022	$	151,600	$	-	$	61,687	$	213,287

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block]

				October 2, 2022						July 3, 2022
	Amortization Period			Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
	(in years)			(in thousands)
Intangible assets with determinable lives
Investment in licenses	14	-	16	$	7,420	$	6,490	$	930	$	7,420	$	6,464	$	956
Customer lists	3	-	10		28,509		18,492		10,017		28,509		17,473		11,036
Other	5	-	14		2,946		2,558		388		2,946		2,543		403
Total intangible assets with determinable lives					38,875		27,540		11,335		38,875		26,480		12,395
Trademarks with indefinite lives					133,173		-		133,173		133,173		-		133,173
Total identifiable intangible assets				$	172,048	$	27,540	$	144,508	$	172,048	$	26,480	$	145,568

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Note 8 - Debt, Net (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Schedule of Debt [Table Text Block]

	October 2, 2022			July 3, 2022
	(in thousands)
Revolver	$	140,000		$	-
Term Loans		160,000			165,000
Deferred financing costs		(1,826	)		(2,503	)
Total debt		298,174			162,497
Less: current debt		160,000			20,000
Long-term debt	$	138,174		$	142,497

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Note 9 - Property, Plant and Equipment (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Property, Plant and Equipment [Table Text Block]

	October 2, 2022			July 3, 2022
	(in thousands)
Land	$	33,866		$	33,862
Orchards in production and land improvements		20,064			19,773
Building and building improvements		66,291			65,909
Leasehold improvements		26,248			26,266
Production equipment		107,460			106,244
Furniture and fixtures		8,985			8,985
Computer and telecommunication equipment		39,583			38,934
Software		170,896			165,289
Capital projects in progress		17,293			14,525
Property, plant and equipment, gross		490,686			479,787
Accumulated depreciation and amortization		(255,131	)		(243,306	)
Property, plant and equipment, net	$	235,555		$	236,481

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Note 10 - Fair Value Measurements (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	Carrying Value		Fair Value Measurements Assets (Liabilities)
			Level 1		Level 2		Level 3
	(in thousands)
As of October 2, 2022:
Trading securities held in a “rabbi trust” (1)	$	17,305	$	17,305	$	-	$	-
Total assets (liabilities) at fair value	$	17,305	$	17,305	$	-	$	-
As of July 3, 2022:
Trading securities held in a “rabbi trust” (1)	$	17,760	$	17,760	$	-	$	-
Total assets (liabilities) at fair value	$	17,760	$	17,760	$	-	$	-

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Note 12 - Business Segments (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended
	October 2, 2022			September 26, 2021
	(in thousands)
Net Revenues:
Segment Net Revenues:
Consumer Floral & Gifts	$	162,180		$	181,229
BloomNet		33,367			30,834
Gourmet Foods & Gift Baskets		108,228			97,482
Corporate		44			45
Intercompany eliminations		(215	)		(217	)
Total net revenues	$	303,604		$	309,373
Operating Income (Loss):
Segment Contribution Margin:
Consumer Floral & Gifts	$	10,810		$	19,190
BloomNet		9,517			10,860
Gourmet Foods & Gift Baskets		(18,710	)		(7,673	)
Segment Contribution Margin Subtotal		1,617			22,377
Corporate (a)		(30,283	)		(31,731	)
Depreciation and amortization		(12,694	)		(10,970	)
Operating loss	$	(41,360	)	$	(20,324	)

Disaggregation of Revenue [Table Text Block]

	Three Months Ended
	Consumer Floral & Gifts				BloomNet				Gourmet Foods & Gift Baskets				Corporate and Eliminations						Consolidated
	October 2, 2022		September 26, 2021		October 2, 2022		September 26, 2021		October 2, 2022		September 26, 2021		October 2, 2022			September 26, 2021			October 2, 2022			September 26, 2021
Net revenues
E-commerce	$	160,382	$	179,286	$	-	$	-	$	78,540	$	84,085	$	-		$	-		$	238,922		$	263,371
Other		1,798		1,943		33,367		30,834		29,688		13,397		(171	)		(172	)		64,682			46,002
Total net revenues	$	162,180	$	181,229	$	33,367	$	30,834	$	108,228	$	97,482	$	(171	)	$	(172	)	$	303,604		$	309,373
Other revenues detail
Retail and other		1,798		1,943		-		-		1,907		1,837		-			-			3,705			3,780
Wholesale		-		-		13,622		9,984		27,781		11,560		-			-			41,403			21,544
BloomNet services		-		-		19,745		20,850		-		-		-			-			19,745			20,850
Corporate		-		-		-		-		-		-		44			45			44			45
Eliminations		-		-		-		-		-		-		(215	)		(217	)		(215	)		(217	)
Total other revenues	$	1,798		1,943	$	33,367	$	30,834	$	29,688	$	13,397	$	(171	)	$	(172	)	$	64,682			46,002

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Note 13 - Leases (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Lease, Cost [Table Text Block]

	Three Months Ended
	October 2, 2022			September 26, 2021
	(in thousands)
Lease costs:
Operating lease costs	$	5,347			3,963
Variable lease costs		5,851			5,130
Short-term lease cost		1,565			1,581
Sublease income		(243	)		(182	)
Total lease costs	$	12,520		$	10,492
Cash paid for amounts included in measurement of operating lease liabilities	$	4,481			3,618
Right-of-use assets obtained in exchange for new operating lease liabilities	$	9,985			31,135

	October 2, 2022
	(in thousands)
Weighted-average remaining lease term - operating leases (in years)		9.2
Weighted-discount rate - operating leases		3.9	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Remainder of 2023	$	14,610
2024		22,171
2025		19,918
2026		18,006
2027		16,376
Thereafter		82,497
Total Future Minimum Lease Payments		173,578
Less: Imputed Remaining Interest		30,119
Total Operating Lease Liabilities		143,459
Less: Current portion of long-term operating lease liabilities		14,938
Long-term operating lease liabilities	$	128,521

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Note 14 - Accrued Expenses (Tables)

3 Months Ended

Oct. 02, 2022

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	October 2, 2022		July 3, 2022
	(in thousands)
Payroll and employee benefits	$	39,525	$	37,617
Deferred revenue		34,419		33,746
Accrued marketing expenses		18,433		19,506
Accrued florist payout		15,918		18,938
Accrued purchases		37,273		32,141
Other		35,347		33,444
Accrued Expenses	$	180,915	$	175,392

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Note 1 - Accounting Policies (Details Textual) $ in Millions	3 Months Ended	12 Months Ended
	Oct. 02, 2022 USD ($)	Jul. 03, 2022 USD ($)
Number of Reporting Units		3
Contract with Customer, Liability, Current	$ 34.4	$ 33.7
Contract with Customer, Liability, Revenue Recognized	$ 16.9

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Note 3 - Stock Based Compensation (Details Textual) shares in Thousands, $ in Millions	3 Months Ended
	Oct. 02, 2022 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | shares	0
Restricted Stock [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $	$ 10
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)	2 years 2 months 12 days

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Note 3 - Stock Based Compensation - Stock-based Compensation Expense Recognized (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 02, 2022	Sep. 26, 2021
Allocated share-based compensation expense	$ 1,555	$ 3,005
Deferred income tax benefit	381	741
Allocated share-based compensation expense, net	1,174	2,264
Share-Based Payment Arrangement, Option [Member]
Allocated share-based compensation expense	0	9
Restricted Stock [Member]
Allocated share-based compensation expense	$ 1,555	$ 2,996

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Note 3 - Stock Based Compensation - Allocation of Stock-based Compensation to Operating Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 02, 2022	Sep. 26, 2021
Allocated share-based compensation expense	$ 1,555	$ 3,005
Selling and Marketing Expense [Member]
Allocated share-based compensation expense	700	1,327
Technology and Development [Member]
Allocated share-based compensation expense	155	120
General and Administrative Expense [Member]
Allocated share-based compensation expense	$ 700	$ 1,558

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Note 3 - Stock Based Compensation - Non-vested Restricted Stock Activity (Details) - Restricted Stock [Member]	3 Months Ended
	Oct. 02, 2022 $ / shares shares
Non-vested – beginning of period (in shares) | shares	929,709
Non-vested , Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 21.82
Granted (in shares) | shares	79,895
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 6.81
Vested (in shares) | shares	0
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 0
Forfeited (in shares) | shares	(13,815)
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 21.40
Non-vested - end of period (in shares) | shares	995,789
Non-vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 20.62

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Note 4 - Acquisitions (Details Textual) - USD ($) $ in Thousands			3 Months Ended			12 Months Ended
	Dec. 31, 2021	Oct. 27, 2021	Oct. 02, 2022	Sep. 26, 2021	Sep. 26, 2021	Sep. 30, 2021	Dec. 31, 2020	Jul. 03, 2022	Jul. 02, 2022
Revenue from Contract with Customer, Excluding Assessed Tax, Total			$ 303,604	$ 309,373	$ 309,373
Goodwill, Ending Balance			$ 213,287					$ 213,287	$ 213,287
Customer Lists [Member]
Finite-Lived Intangible Asset, Useful Life (Year)			10 years
Vital Choice [Member]
Revenue from Contract with Customer, Excluding Assessed Tax, Total							$ 27,800
Vital Choice [Member]
Business Combination, Consideration Transferred, Total		$ 20,300
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total		9,800	$ 9,800
Goodwill, Ending Balance		4,383	$ 4,417
Vital Choice [Member] | Trade Names [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total		5,300
Goodwill, Ending Balance		4,400
Vital Choice [Member] | Customer Lists [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total		$ 4,500
Finite-Lived Intangible Asset, Useful Life (Year)		5 years
Alice's Table, Inc. [Member]
Business Combination, Consideration Transferred, Total	$ 1,300
Revenue from Contract with Customer, Excluding Assessed Tax, Total						$ 3,800
Goodwill, Ending Balance	700
Payments to Acquire Businesses, Gross	800
Business Combination, Consideration Transferred, Other	300
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	$ 300
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage	100.00%
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Loss	$ 700
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue	100
Alice's Table, Inc. [Member] | Trademarks [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	$ 500
Alice's Table, Inc. [Member] | Customer Lists [Member]
Finite-Lived Intangible Asset, Useful Life (Year)	4 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 200

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Note 4 - Acquisitions - Preliminary Allocation of the Purchase Price to the Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	11 Months Ended
	Oct. 02, 2022	Jul. 03, 2022	Jul. 02, 2022	Oct. 27, 2021
Goodwill	$ 213,287	$ 213,287	$ 213,287
Vital Choice [Member]
Inventory	8,653			$ 8,653
Other current assets	455			929
Other current assets, adjustment	(474)
Property, plant and equipment	0			205
Property, plant and equipment, adjustment	(205)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total	9,800			9,800
Goodwill	4,417			4,383
Goodwill, adjustment	34
Total assets acquired	23,325			23,970
Total assets acquired	(645)
Current liabilities	3,365			3,621
Current liabilities	256
Net assets acquired	19,960			$ 20,349
Net assets acquired	$ (389)

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Note 5 - Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands	Oct. 02, 2022	Jul. 03, 2022	Jul. 03, 2021
Finished goods	$ 197,407		$ 128,760
Work-in-process	34,187		29,270
Raw materials	111,007		89,533
Total inventory	$ 342,601	$ 247,563	$ 247,563

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Note 6 - Goodwill and Intangible Assets (Details Textual) $ in Millions	Oct. 02, 2022 USD ($)
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year	$ 3.2
Finite-Lived Intangible Asset, Expected Amortization, Year One	4.2
Finite-Lived Intangible Asset, Expected Amortization, Year Two	1.7
Finite-Lived Intangible Asset, Expected Amortization, Year Three	1.2
Finite-Lived Intangible Asset, Expected Amortization, Year Four	0.5
Finite-Lived Intangible Asset, Expected Amortization, after Year Four	$ 0.5

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Note 6 - Goodwill and Intangible Assets - Goodwill by Segment (Details) - USD ($) $ in Thousands	Oct. 02, 2022	Jul. 03, 2022
Balance	$ 213,287	$ 213,287
Balance	213,287	213,287
Consumer Floral [Member]
Balance		151,600
Balance	151,600
BloomNet Wire Service [Member]
Balance		0
Balance	0
Gourmet Foods and Gift Baskets [Member]
Balance		$ 61,687
Balance	$ 61,687

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Note 6 - Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 02, 2022	Jul. 03, 2022
Intangible assets with determinable lives, gross	$ 38,875	$ 38,875
Accumulated amortization	27,540	26,480
Intangible assets with determinable lives, net	11,335	12,395
Trademarks with indefinite lives, gross	133,173	133,173
Total identifiable intangible assets, gross	172,048	172,048
Accumulated amortization	27,540	26,480
Other intangibles, net	$ 144,508	145,568
Licensing Agreements [Member]
Finite-lived intangible asset, useful life (Year)	16 years
Intangible assets with determinable lives, gross	$ 7,420	7,420
Accumulated amortization	6,490	6,464
Intangible assets with determinable lives, net	930	956
Accumulated amortization	$ 6,490	6,464
Licensing Agreements [Member] | Minimum [Member]
Finite-lived intangible asset, useful life (Year)	14 years
Customer Lists [Member]
Finite-lived intangible asset, useful life (Year)	10 years
Intangible assets with determinable lives, gross	$ 28,509	28,509
Accumulated amortization	18,492	17,473
Intangible assets with determinable lives, net	10,017	11,036
Accumulated amortization	$ 18,492	17,473
Customer Lists [Member] | Minimum [Member]
Finite-lived intangible asset, useful life (Year)	3 years
Other Intangible Assets [Member]
Finite-lived intangible asset, useful life (Year)	14 years
Intangible assets with determinable lives, gross	$ 2,946	2,946
Accumulated amortization	2,558	2,543
Intangible assets with determinable lives, net	388	403
Accumulated amortization	$ 2,558	$ 2,543
Other Intangible Assets [Member] | Minimum [Member]
Finite-lived intangible asset, useful life (Year)	5 years

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Note 7 - Investments (Details Textual) $ in Millions	Oct. 02, 2022 USD ($)
Equity Securities without Readily Determinable Fair Value, Amount	$ 3.5

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Note 8 - Debt, Net (Details Textual) $ in Millions				29 Months Ended
		Aug. 20, 2020 USD ($)	May 31, 2019 USD ($)	May 31, 2024	Apr. 02, 2023	Jan. 01, 2023	Oct. 02, 2022 USD ($)	Aug. 29, 2022 USD ($)	Jul. 30, 2022	Jul. 03, 2022 USD ($)	Aug. 19, 2020 USD ($)	May 30, 2019 USD ($)
The 2019 Credit Agreement [Member]
Consolidated Leverage Ratio							4.25%		3.25%
Consolidated Fixed Charge Coverage Ratio							1.00%			1.50%
Capital Expenditures Disregarded in Consolidated Fixed Charge Coverage Ratio Calculation			$ 25.0					$ 35.0
The 2019 Credit Agreement [Member] | Forecast [Member]
Consolidated Fixed Charge Coverage Ratio					1.00%	1.00%
The 2019 Credit Agreement [Member] | Revolving Credit Facility [Member]
Proceeds from Lines of Credit, Total			200.0
Line of Credit Facility, Maximum Borrowing Capacity			100.0
The 2020 Credit Agreement [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 250.0									$ 200.0
Debt Instrument, Working Capital Sublimit		200.0									175.0
Debt Instrument, Seasonally-reduced Revolver Commitments		$ 125.0									$ 100.0
Debt Instrument, Number of Periodic Payments		15
Term Loan [Member]
Long-term Debt, Total	[1]						$ 160.0			$ 165.0
Term Loan [Member] | The 2019 Credit Agreement [Member]
Long-term Debt, Total			$ 100.0									$ 97.0
Debt Instrument, Number of Installment Payments			19
Debt Instrument, Principal Payment Percentage In First Eight Payments			5.00%
Debt Instrument, Principal Payment Percentage In Remaining Eleven Payments			10.00%
Debt Instrument, Principal Payment Due Upon Maturity			$ 62.5
Term Loan [Member] | The 2019 Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate, Increase (Decrease)			(0.25%)
Line of Credit and Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Base Rate, Basis Spread on Variable Rate			1.00%
Line of Credit and Term Loan [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member]
Debt Instrument, Base Rate, Basis Spread on Variable Rate			0.50%
The New Term Loan [Member] | The 2020 Credit Agreement [Member]
Debt Instrument, Face Amount		$ 100.0
Debt Instrument Principal Payment Percentage in First Four Payments		5.00%
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid		$ 67.5
Long-Term Debt, Maturity, Remainder of Fiscal Year							15.0
Long-Term Debt, Maturity, Year One							$ 145.0
The New Term Loan [Member] | The 2020 Credit Agreement [Member] | Forecast [Member]
Debt Instrument, Principal Payment Percentage In Remaining Eleven Payments				10.00%

[1] On May 31, 2019, the Company and certain of its U.S. subsidiaries entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders. The 2019 Credit Agreement amended and restated the Company’s existing amended and restated credit agreement dated as of December 23, 2016 to, among other modifications: (i) increase the amount of the outstanding term loan (“Term Loan”) from approximately $97 million to $100 million, (ii) extend the maturity date of the outstanding Term Loan and the revolving credit facility (“Revolver”) by approximately 29 months to May 31, 2024, and (iii) decrease the applicable interest rate margins for LIBOR and base rate loans by 25 basis points. The Term Loan is payable in 19 quarterly installments of principal and interest beginning on September 29, 2019, with escalating principal payments, at the rate of 5.0% per annum for the first eight payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $62.5 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, may be used for working capital and general corporate purposes, subject to certain restrictions. For each borrowing under the 2019 Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) a LIBOR rate plus 1%, or (2) an adjusted LIBOR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio.

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Note 8 - Debt, Net - Summary of Current and Long-term Debt (Details) - USD ($) $ in Thousands		Oct. 02, 2022	Jul. 03, 2022
Deferred financing costs		$ (1,826)	$ (2,503)
Debt instrument, carrying amount		298,174	162,497
Less: current debt		160,000	20,000
Long-term debt		138,174	142,497
Line of Credit [Member]
Revolver	[1]	140,000	0
Term Loan [Member]
Term Loans	[1]	$ 160,000	$ 165,000

[1] On May 31, 2019, the Company and certain of its U.S. subsidiaries entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, and a group of lenders. The 2019 Credit Agreement amended and restated the Company’s existing amended and restated credit agreement dated as of December 23, 2016 to, among other modifications: (i) increase the amount of the outstanding term loan (“Term Loan”) from approximately $97 million to $100 million, (ii) extend the maturity date of the outstanding Term Loan and the revolving credit facility (“Revolver”) by approximately 29 months to May 31, 2024, and (iii) decrease the applicable interest rate margins for LIBOR and base rate loans by 25 basis points. The Term Loan is payable in 19 quarterly installments of principal and interest beginning on September 29, 2019, with escalating principal payments, at the rate of 5.0% per annum for the first eight payments, and 10.0% per annum for the remaining 11 payments, with the remaining balance of $62.5 million due upon maturity. The Revolver, in the aggregate amount of $200 million, subject to seasonal reduction to an aggregate amount of $100 million for the period from January 1 through August 1, may be used for working capital and general corporate purposes, subject to certain restrictions. For each borrowing under the 2019 Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) a LIBOR rate plus 1%, or (2) an adjusted LIBOR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio.

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Note 9 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Oct. 02, 2022	Jul. 03, 2022
Property, plant, and equipment, gross	$ 490,686	$ 479,787
Accumulated depreciation and amortization	(255,131)	(243,306)
Property, plant and equipment, net	235,555	236,481
Land [Member]
Property, plant, and equipment, gross	33,866	33,862
Orchards in Production and Land Improvements [Member]
Property, plant, and equipment, gross	20,064	19,773
Building and Building Improvements [Member]
Property, plant, and equipment, gross	66,291	65,909
Leasehold Improvements [Member]
Property, plant, and equipment, gross	26,248	26,266
Equipment [Member]
Property, plant, and equipment, gross	107,460	106,244
Furniture and Fixtures [Member]
Property, plant, and equipment, gross	8,985	8,985
Computer and Telecommunication Equipment [Member]
Property, plant, and equipment, gross	39,583	38,934
Software and Software Development Costs [Member]
Property, plant, and equipment, gross	170,896	165,289
Capital Projects in Progress [Member]
Property, plant, and equipment, gross	$ 17,293	$ 14,525

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Note 10 - Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands		Oct. 02, 2022	Jul. 03, 2022
Trading securities held in a “rabbi trust”	[1]	$ 17,305	$ 17,760
Total assets (liabilities) at fair value		17,305	17,760
Fair Value, Inputs, Level 1 [Member]
Trading securities held in a “rabbi trust”	[1]	17,305	17,760
Total assets (liabilities) at fair value		17,305	17,760
Fair Value, Inputs, Level 2 [Member]
Trading securities held in a “rabbi trust”	[1]	0	0
Total assets (liabilities) at fair value		0	0
Fair Value, Inputs, Level 3 [Member]
Trading securities held in a “rabbi trust”	[1]	0	0
Total assets (liabilities) at fair value		$ 0	$ 0

[1] The Company has established a Non-qualified Deferred Compensation Plan (the “NQDC Plan”) for certain members of senior management. Deferred compensation plan assets are invested in mutual funds held in a “rabbi trust,” which is restricted for payment to participants of the NQDC Plan. Trading securities held in the 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.

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Note 11 - Income Taxes (Details Textual) - USD ($) $ in Millions	3 Months Ended
	Oct. 02, 2022	Sep. 26, 2021
Effective Income Tax Rate Reconciliation, Percent, Total	25.30%	37.90%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%
Unrecognized Tax Benefits, Ending Balance	$ 1.4
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit	$ 0.1
Domestic Tax Authority [Member]
Open Tax Year	2019 2020 2021
State and Local Jurisdiction [Member]
Open Tax Year	2016 2017 2018 2019

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Note 12 - Business Segments (Details Textual)	3 Months Ended
	Oct. 02, 2022
Number of Reportable Segments	3

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Note 12 - Business Segments - Segment Performance (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 02, 2022	Sep. 26, 2021	Sep. 26, 2021
Net revenues	$ 303,604	$ 309,373	$ 309,373
Depreciation and amortization	(12,694)	(10,970)	(10,970)
Operating loss	(41,360)	(20,324)	(20,324)
Operating Segments [Member]
Net revenues	303,604	309,373
Contribution margin	1,617		22,377
Corporate, Non-Segment [Member]
Net revenues	44		45
Corporate (a)	(30,283)		(31,731)
Intersegment Eliminations [Member]
Net revenues	(215)		(217)
Consumer Floral and Gifts [Member] | Operating Segments [Member]
Net revenues	162,180		181,229
BloomNet [Member] | Operating Segments [Member]
Net revenues	33,367	30,834	30,834
Contribution margin	9,517		10,860
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member]
Net revenues	108,228	97,482	97,482
Contribution margin	(18,710)		(7,673)
Consumer Floral [Member] | Operating Segments [Member]
Net revenues	162,180	$ 181,229
Contribution margin	$ 10,810		$ 19,190

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Note 12 - Business Segments - Disaggregation of Revenue From Contracts With Customers (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 02, 2022	Sep. 26, 2021	Sep. 26, 2021
Net revenues	$ 303,604	$ 309,373	$ 309,373
Product and Service, Other [Member]
Net revenues	64,682	46,002
Operating Segments [Member]
Net revenues	303,604	309,373
Operating Segments [Member] | E-commerce [Member]
Net revenues	238,922	263,371
Operating Segments [Member] | Product and Service, Other [Member]
Net revenues	64,682	46,002
Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member]
Net revenues	3,705	3,780
Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member]
Net revenues	41,403	21,544
Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member]
Net revenues	19,745	20,850
Corporate, Non-Segment [Member]
Net revenues	44		45
Intersegment Eliminations [Member]
Net revenues	(215)		(217)
Consumer Floral [Member] | Product and Service, Other [Member]
Net revenues	1,798	1,943
Consumer Floral [Member] | Operating Segments [Member]
Net revenues	162,180	181,229
Consumer Floral [Member] | Operating Segments [Member] | E-commerce [Member]
Net revenues	160,382	179,286
Consumer Floral [Member] | Operating Segments [Member] | Product and Service, Other [Member]
Net revenues	1,798	1,943
Consumer Floral [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member]
Net revenues	1,798	1,943
Consumer Floral [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member]
Net revenues	0	0
Consumer Floral [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member]
Net revenues	0	0
Consumer Floral [Member] | Corporate, Non-Segment [Member] | Product and Service, Other [Member]
Net revenues	44	45
Consumer Floral [Member] | Intersegment Eliminations [Member] | Product and Service, Other [Member]
Net revenues	(215)	(217)
BloomNet Wire Service [Member] | Operating Segments [Member] | E-commerce [Member]
Net revenues	0	0
Gourmet Foods and Gift Baskets [Member] | Product and Service, Other [Member]
Net revenues	29,688	13,397
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member]
Net revenues	108,228	97,482	97,482
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | E-commerce [Member]
Net revenues	78,540	84,085
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | Product and Service, Other [Member]
Net revenues	29,688	13,397
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member]
Net revenues	1,907	1,837
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member]
Net revenues	27,781	11,560
Gourmet Foods and Gift Baskets [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member]
Net revenues	0	0
Corporate and Other [Member] | Product and Service, Other [Member]
Net revenues	(171)	(172)
Corporate and Other [Member] | Operating Segments [Member]
Net revenues	(171)	(172)
Corporate and Other [Member] | Operating Segments [Member] | E-commerce [Member]
Net revenues	0	0
Corporate and Other [Member] | Operating Segments [Member] | Product and Service, Other [Member]
Net revenues	(171)	(172)
Corporate and Other [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member]
Net revenues	0	0
Corporate and Other [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member]
Net revenues	0	0
Corporate and Other [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member]
Net revenues	0	0
BloomNet [Member] | Product and Service, Other [Member]
Net revenues	33,367	30,834
BloomNet [Member] | Operating Segments [Member]
Net revenues	33,367	30,834	$ 30,834
BloomNet [Member] | Operating Segments [Member] | Product and Service, Other [Member]
Net revenues	33,367	30,834
BloomNet [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Retail and Other [Member]
Net revenues	0	0
BloomNet [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Wholesale [Member]
Net revenues	13,622	9,984
BloomNet [Member] | Operating Segments [Member] | Product and Service, Other [Member] | Bloomnet Services [Member]
Net revenues	$ 19,745	$ 20,850

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Note 13 - Leases - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 02, 2022	Sep. 26, 2021
Operating lease costs	$ 5,347	$ 3,963
Variable lease costs	5,851	5,130
Short-term lease cost	1,565	1,581
Sublease income	(243)	(182)
Total lease costs	12,520	10,492
Cash paid for amounts included in measurement of operating lease liabilities	4,481	3,618
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 9,985	$ 31,135
Weighted-average remaining lease term - operating leases (in years) (Year)	9 years 2 months 12 days
Weighted-discount rate - operating leases	3.90%

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Note 13 - Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Oct. 02, 2022	Jul. 03, 2022
Remainder of 2023	$ 14,610
2024	22,171
2025	19,918
2026	18,006
2027	16,376
Thereafter	82,497
Total Future Minimum Lease Payments	173,578
Less: Imputed Remaining Interest	30,119
Total Operating Lease Liabilities	143,459
Less: Current portion of long-term operating lease liabilities	14,938	$ 12,919
Long-term operating lease liabilities	$ 128,521	$ 123,662

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Note 14 - Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands	Oct. 02, 2022	Jul. 03, 2022
Payroll and employee benefits	$ 39,525	$ 37,617
Deferred revenue	34,419	33,746
Accrued marketing expenses	18,433	19,506
Accrued florist payout	15,918	18,938
Accrued purchases	37,273	32,141
Other	35,347	33,444
Accrued Expenses	$ 180,915	$ 175,392

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Note 15 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions	1 Months Ended
	Apr. 30, 2022	Oct. 02, 2022	Jul. 03, 2022	Mar. 27, 2022
Accrued Expenses [Member]
Loss Contingency Accrual, Ending Balance		$ 2.9	$ 2.9	$ 2.9
Harriso Lawsuit [Member]
Litigation Settlement, Amount Awarded to Other Party	$ 3.3