1 800 FLOWERS COM INC - Quarter Report: 2021 December (Form 10-Q)

flws20211226_10q.htm

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 26, 2021

☐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 January 28, 2022:

Class A common stock: 36,889,934

Class B common stock: 28,153,614

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1-800-FLOWERS.COM, Inc.

FORM 10-Q

For the quarterly period ended December 26, 2021

TABLE OF CONTENTS

		Page
Part I.	Financial Information
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets – December 26, 2021 (Unaudited) and June 27, 2021	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) – Three and Six Months Ended December 26, 2021 and December 27, 2020	2
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) – Three and Six Months Ended December 26, 2021 and December 27, 2020	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) – Six Months Ended December 26, 2021 and December 27, 2020	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

Part II.	Other Information
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

Signatures		40

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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)

	December 26, 2021			June 27, 2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	271,068		$	173,573
Trade receivables, net		77,797			20,831
Inventories, net		191,050			153,863
Prepaid and other		32,956			51,792
Total current assets		572,871			400,059

Property, plant and equipment, net		226,660			215,287
Operating lease right-of-use assets		134,932			86,230
Goodwill		212,533			208,150
Other intangibles, net		147,178			139,048
Other assets		27,164			27,905
Total assets	$	1,321,338		$	1,076,679

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	109,257		$	57,434
Accrued expenses		279,345			178,512
Current maturities of long-term debt		20,000			20,000
Current portion of long-term operating lease liabilities		12,344			9,992
Total current liabilities		420,946			265,938

Long-term debt, net		151,844			161,512
Long-term operating lease liabilities		128,620			79,375
Deferred tax liabilities		32,856			34,162
Other liabilities		22,112			26,622
Total liabilities		756,378			567,609

Commitments and contingencies (See Note 13 and Note 14)

Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued		-			-
Class A common stock, $.01 par value, 200,000,000 shares authorized, 56,778,082 and 55,675,661 shares issued at December 26, 2021 and June 27, 2021, respectively		568			557
Class B common stock, $.01 par value, 200,000,000 shares authorized, 33,433,614 shares issued at December 26, 2021 and June 27, 2021, respectively		334			334
Additional paid-in capital		377,234			371,103
Retained earnings		361,444			286,175
Accumulated other comprehensive loss		(318	)		(318	)
Treasury stock, at cost, 19,653,148 and 18,825,841 Class A shares at December 26, 2021 and June 27, 2021, respectively, and 5,280,000 Class B shares at December 26, 2021 and June 27, 2021		(174,302	)		(148,781	)
Total stockholders’ equity		564,960			509,070
Total liabilities and stockholders’ equity	$	1,321,338		$	1,076,679

See accompanying Notes to Condensed Consolidated Financial Statements.

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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						Six Months Ended
	December 26, 2021			December 27, 2020			December 26, 2021			December 27, 2020

Net revenues	$	943,044		$	877,256		$	1,252,417		$	1,161,028
Cost of revenues		564,594			479,010			748,453			647,302
Gross profit		378,450			398,246			503,964			513,726
Operating expenses:
Marketing and sales		207,771			194,696			302,150			274,981
Technology and development		13,490			14,053			26,913			25,656
General and administrative		28,872			30,835			55,938			59,048
Depreciation and amortization		12,588			11,060			23,558			19,900
Total operating expenses		262,721			250,644			408,559			379,585
Operating income		115,729			147,602			95,405			134,141
Interest expense, net		1,723			1,927			3,251			2,967
Other income, net		(2,457	)		(2,257	)		(3,053	)		(3,256	)
Income before income taxes		116,463			147,932			95,207			134,430
Income tax expense		27,995			34,255			19,938			30,515
Net income		88,468			113,677			75,269			103,915
Other comprehensive loss (currency translation & other miscellaneous items)		-			(1	)		-			(1	)
Comprehensive income	$	88,468		$	113,676		$	75,269		$	103,914

Basic net income per common share	$	1.36		$	1.76		$	1.16		$	1.61

Diluted net income per common share	$	1.34		$	1.71		$	1.14		$	1.56

Weighted average shares used in the calculation of net income per common share:
Basic		65,261			64,728			65,161			64,524
Diluted		65,969			66,543			65,954			66,593

See accompanying Notes to Condensed Consolidated Financial Statements.

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

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share data)

(unaudited)

	Three Months Ended December 26, 2021 and December 27, 2020
	Common Stock										Additional		Retained		Accumulated								Total
	Class A				Class B						Paid-in		Earnings		Other			Treasury Stock					Stockholders’
	Shares		Amount		Shares			Amount			Capital				Comprehensive Loss			Shares		Amount			Equity

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
Net income		-		-		-			-			-		88,468		-			-		-			88,468
Stock-based compensation		530,821		6		-			-			2,285		-		-			-		-			2,291
Exercise of stock options		149,200		1		-			-			282		-		-			-		-			283
Acquisition of Class A treasury stock		-		-		-			-			-		-		-			539,281		(16,456	)		(16,456	)
Balance at December 26, 2021		56,778,082	$	568		33,433,614		$	334		$	377,234	$	361,444	$	(318	)		24,933,148	$	(174,302	)	$	564,960

Balance at September 27, 2020		54,053,730	$	541		33,638,614		$	336		$	360,643	$	157,761	$	(243	)		23,279,906	$	(127,500	)	$	391,538
Net income		-		-		-			-			-		113,677		-			-		-			113,677
Translation adjustment		-		-		-			-			-		-		(1	)		-		-			(1	)
Stock-based compensation		554,924		5		-			-			2,960		-		-			-		-			2,965
Exercise of stock options		352,822		3		-			-			808		-		-			-		-			811
Conversion – Class B into Class A		205,000		2		(205,000	)		(2	)		-		-		-			-		-			-
Acquisition of Class A treasury stock		-		-		-			-			-		-		-			509,783		(11,382	)		(11,382	)
Balance at December 27, 2020		55,166,476	$	551		33,433,614		$	334		$	364,411	$	271,438	$	(244	)		23,789,689	$	(138,882	)	$	497,608

	Six Months Ended December 26, 2021 and December 27, 2020
	Common Stock										Additional		Retained		Accumulated								Total
	Class A				Class B						Paid-in		Earnings		Other			Treasury Stock					Stockholders’
	Shares		Amount		Shares			Amount			Capital				Comprehensive Loss			Shares		Amount			Equity

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 income		-		-		-			-			-		75,269		-			-		-			75,269
Stock-based compensation		780,721		8		-			-			5,288		-		-			-		-			5,296
Exercise of stock options		321,700		3		-			-			843		-		-			-		-			846
Acquisition of Class A treasury stock		-		-		-			-			-		-		-			827,307		(25,521	)		(25,521	)
Balance at December 26, 2021		56,778,082	$	568		33,433,614		$	334		$	377,234	$	361,444	$	(318	)		24,933,148	$	(174,302	)	$	564,960

Balance at June 28, 2020		53,704,477	$	537		33,822,823		$	338		$	358,031	$	167,523	$	(243	)		23,243,551	$	(126,412	)	$	399,774
Net income		-		-		-			-			-		103,915		-			-		-			103,915
Translation adjustment		-		-		-			-			-				(1	)		-		-			(1	)
Stock-based compensation		643,590		6		-			-			5,352		-		-			-		-			5,358
Exercise of stock options		429,200		4		-			-			1,028		-		-			-		-			1,032
Conversion – Class B into Class A		389,209		4		(389,209	)		(4	)		-		-		-			-		-			-
Acquisition of Class A treasury stock		-		-		-			-			-		-		-			546,138		(12,470	)		(12,470	)
Balance at December 27, 2020		55,166,476	$	551		33,433,614		$	334		$	364,411	$	271,438	$	(244	)		23,789,689	$	(138,882	)	$	497,608

See accompanying Notes to Condensed Consolidated Financial Statements.

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

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six months ended
	December 26, 2021			December 27, 2020

Operating activities:
Net income	$	75,269		$	103,915
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		23,558			19,900
Amortization of deferred financing costs		616			545
Deferred income taxes		(1,306	)		(1,388	)
Bad debt expense		(1,285	)		341
Stock-based compensation		5,296			5,358
Other non-cash items		(448	)		(321	)
Changes in operating items:
Trade receivables		(55,074	)		(56,372	)
Inventories		(28,534	)		25,369
Prepaid and other		8,172			(1,937	)
Accounts payable and accrued expenses		160,459			212,340
Other assets and liabilities		(875	)		8,897
Net cash provided by operating activities		185,848			316,647

Investing activities:
Acquisitions, net of cash acquired		(20,786	)		(250,943	)
Capital expenditures, net of non-cash expenditures		(32,608	)		(15,708	)
Purchase of equity investments		-			(1,285	)
Net cash used in investing activities		(53,394	)		(267,936	)

Financing activities:
Acquisition of treasury stock		(25,521	)		(12,470	)
Proceeds from exercise of employee stock options		846			1,032
Proceeds from bank borrowings		125,000			265,000
Repayment of notes payable and bank borrowings		(135,000	)		(170,000	)
Debt issuance cost		(284	)		(2,193	)
Net cash (used in) provided by financing activities		(34,959	)		81,369

Net change in cash and cash equivalents		97,495			130,080
Cash and cash equivalents:
Beginning of period		173,573			240,506
End of period	$	271,068		$	370,586

See accompanying Notes to Condensed Consolidated Financial Statements.

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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 and six-month periods ended December 26, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending July 3, 2022. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended June 27, 2021, 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, generates over 40% of the Company’s annual revenues. With the onset of the pandemic of the novel strain of coronavirus (“COVID-19”), our customers have increasingly turned to our brands and our expanded product offerings to help them connect and express themselves, and our “everyday” gifting product line has seen increased volume. While the continuing impacts of COVID-19 are difficult to predict, the Company expects that its fiscal second quarter will continue to be its largest in terms of revenues, and the Company will likely generate all of its earnings within this quarter, although the aforementioned increase in the Company’s “everyday” business has lessened, and is expected to continue to lessen, the seasonality of our business. Due to the number of major floral gifting occasions, including Mother's Day, Valentine’s Day, Easter and Administrative Professionals Week, 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.

COVID-19

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law. The CARES Act provides a substantial stimulus and assistance package intended to address the impact of COVID-19, including tax relief and government loans, grants and investments. The CARES Act did not have a material impact on the Company’s consolidated financial statements during the quarters ended December 26, 2021 and December 27, 2020.

The Company is closely monitoring the impact of COVID-19 on its business, including how it affects its customers, workforce, suppliers, vendors, franchisees, florists, and production and distribution channels, as well as its financial statements. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors, including, but not limited to: the magnitude and duration of COVID-19, the extent to which it continues to impact macroeconomic conditions, including interest rates, employment rates and consumer confidence, product and delivery supply chain capacity and rates, and governmental, business and individual consumer reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of December 26, 2021 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s allowance for doubtful accounts and credit losses, inventory and related reserves and the carrying value of goodwill and other long-lived assets. While there was not a material impact to the Company’s consolidated financial statements as of and for the quarters ended December 26, 2021 and December 27, 2020, the Company’s future assessment of these factors and the evolving factors described above, could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

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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 Fruit of the Month Club and Celebrations Passport program.

Our total deferred revenue as of June 27, 2021 was $33.4 million (included in “Accrued expenses” on our consolidated balance sheets), of which, $11.2 and $29.3 was recognized as revenue during the three and six months ended December 26, 2021. The deferred revenue balance as of December 26, 2021 was $57.4.

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. Any recently adopted accounting pronouncements did not have a material impact on the Company’s consolidated financial statements.

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Note 2 – Net Income Per Common Share

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

	Three Months Ended				Six Months Ended
	December 26, 2021		December 27, 2020		December 26, 2021		December 27, 2020
	(in thousands, except per share data)
Numerator:
Net income	$	88,468	$	113,677	$	75,269	$	103,915

Denominator:
Weighted average shares outstanding		65,261		64,728		65,161		64,524
Effect of dilutive securities:
Employee stock options		14		824		98		951
Employee restricted stock awards		694		991		695		1,118
		708		1,815		793		2,069

Adjusted weighted-average shares and assumed conversions		65,969		66,543		65,954		66,593

Net income per common share
Basic	$	1.36	$	1.76	$	1.16	$	1.61
Diluted	$	1.34	$	1.71	$	1.14	$	1.56

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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 June 27, 2021, that provides for the grant to eligible employees, consultants and directors of stock options, restricted shares, and other stock-based awards.

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

	Three Months Ended				Six Months Ended
	December 26, 2021		December 27, 2020		December 26, 2021		December 27, 2020
	(in thousands)
Stock options	$	-	$	9	$	-	$	18
Restricted stock		2,291		2,956		5,296		5,340
Total		2,291		2,965		5,296		5,358
Deferred income tax benefit		565		785		1,306		1,388
Stock-based compensation expense, net	$	1,726	$	2,180	$	3,990	$	3,970

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

	Three Months Ended				Six Months Ended
	December 26, 2021		December 27, 2020		December 26, 2021		December 27, 2020
	(in thousands)
Marketing and sales	$	1,006	$	1,367	$	2,333	$	2,511
Technology and development		91		226		211		417
General and administrative		1,194		1,372		2,752		2,430
Total	$	2,291	$	2,965	$	5,296	$	5,358

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

Stock Options

The following table summarizes stock option activity during the six months ended December 26, 2021:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding at June 27, 2021		336,700		$	3.44
Granted		-		$	-
Exercised		(321,700	)	$	2.63
Forfeited		-			-
Outstanding at December 26, 2021		15,000		$	20.72		0.3	$	26

Exercisable at December 26, 2021		0		$	0		0.0	$	0

As of December 26, 2021, the total future compensation cost related to non-vested options, not yet recognized in the statement of income, was $0.1 million and the weighted average period over which these awards are expected to be recognized was 2.9 years.

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Restricted Stock

The Company grants shares of Common Stock to its employees that are subject to restrictions on transfer and risk of forfeiture until fulfillment of applicable service and performance conditions and, in certain cases, holding periods (Restricted Stock). The following table summarizes the activity of non-vested restricted stock awards during the six months ended December 26, 2021:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at June 27, 2021		1,638,806		$	18.12
Granted		697,647		$	31.87
Vested		(780,721	)	$	14.13
Forfeited		(438,990	)	$	30.09
Non-vested at December 26, 2021		1,116,742		$	24.78

The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of December 26, 2021, there was $20.6 million of total unrecognized compensation cost related to non-vested, restricted, stock-based compensation to be recognized over the weighted-average remaining period of 2.8 years.

Note 4 – Acquisitions

Acquisition of PersonalizationMall

On February 14, 2020, 1-800-Flowers.com, Inc., 800-Flowers, Inc., a wholly-owned subsidiary of 1-800-Flowers.com, Inc. (the “Purchaser”), PersonalizationMall.com, LLC ("PersonalizationMall"), and Bed Bath & Beyond Inc. (“Seller”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) pursuant to which Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from Seller, all of the issued and outstanding membership interests of PersonalizationMall for $252.0 million in cash (subject to certain working capital and other adjustments). On July 20, 2020, Purchaser, PersonalizationMall, and Seller entered into an amendment (the “Amendment”) to the Purchase Agreement to, among other things, amend the purchase price to $245.0 million (subject to certain working capital and other adjustments). On August 3, 2020, the Company completed its acquisition of PersonalizationMall, including its newly renovated, leased 360,000 square foot, state-of-the-art production and distribution facility, as well as customer database, tradenames and website. After working capital and related adjustments, total consideration paid was approximately $250.9 million.

The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date. The fair values assigned to PersonalizationMall’s tangible and intangible assets and liabilities assumed were considered preliminary and were based on the information that was available as of the date of the acquisition. As of June 27, 2021, the Company had finalized its allocation and this resulted in immaterial adjustments to the carrying value of the respective recorded assets and the determination of the residual amount that was allocated to goodwill.

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

	PersonalizationMall’s Preliminary Purchase Price Allocation		Measurement Period Adjustments (1)			PersonalizationMall’s Final Purchase Price Allocation
	August 3, 2020					June 27, 2021
	(in thousands)

Assets Acquired:
Inventories	$	16,998	$	-		$	16,998
Other assets		5,216		-1			5,215
Property, plant and equipment, net		30,792		-			30,792
Operating lease right-of-use assets		21,438		-			21,438
Goodwill		133,337		102			133,439
Other intangibles, net		76,000		-			76,000
Total assets acquired	$	283,781	$	101		$	283,882

Liabilities assumed:
Accounts payable and accrued expenses	$	11,400	$	102		$	11,502
Operating lease liabilities		21,438		-			21,438
Total liabilities assumed	$	32,838	$	102		$	32,940

Net assets acquired	$	250,943	$	(1	)	$	250,942

(1) The measurement period adjustments did not have a significant impact on the Company’s condensed consolidated statements of income for the year ended June 27, 2021.

The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. The estimates and assumptions include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows.

Acquired inventory, consisting of raw materials and supplies, 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.

Property, plant and equipment was valued at book value (cost less accumulated depreciation and amortization), due to the nature of the assets, which included recently acquired production equipment and leasehold improvements for PersonalizationMall's production facility, which became operational in September 2019.

Based on the valuation as of August 3, 2020, of the acquired intangible assets, $11.0 million was assigned to customer lists (4 years life), $65.0 million was assigned to tradenames (indefinite life), and the residual amount of $133.4 million was allocated to goodwill (indefinite life and deductible for tax purposes). The goodwill recognized in conjunction with the Purchaser’s acquisition of PersonalizationMall is primarily related to synergistic value created in terms of both operating costs and revenue growth opportunities, enhanced financial and operational scale, and other strategic benefits. It also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The estimated fair value of the acquired trade names 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 PersonalizationMall's weighted average cost of capital, the riskiness of the earnings stream association with the trademarks and the overall composition of the acquired assets.

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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.

As required by ASC 805, “Business Combinations,” the following unaudited pro forma financial information for the three and six months ended December 27, 2020, give effect to the PersonalizationMall acquisition as if it had been completed on July 1, 2019. The unaudited pro forma financial information is prepared by management for informational purposes only in accordance with ASC 805 and is not necessarily indicative of or intended to represent the results that would have been achieved had the acquisition been consummated as of the dates presented, and should not be taken as representative of future consolidated results of operations. The unaudited pro forma financial information does not reflect any operating efficiencies and/or cost savings that the Company may achieve with respect to the combined companies. The pro forma information has been adjusted to give effect to nonrecurring items that are directly attributable to the acquisition.

	Three months ended December 27, 2020		Six months ended December 27, 2020
	(in thousands)
Net Revenues	$	877,256	$	1,177,021
Net Income		114,071		110,289

The unaudited pro forma amounts above include the following adjustments:

-	A decrease of operating expenses by $0.5 and $5.4 million during the three and six months ended December 27, 2020, to eliminate transaction and litigation costs directly related to the transaction that do not have a continuing impact on operating results.
-	An increase of operating expenses by $0.2 million during the six months ended December 27, 2020 to reflect the additional amortization expense related to the increase in definite lived intangible assets.
-	An increase in interest expense of $0.6 million during the six months ended December 27, 2020, which is comprised of incremental interest and amortization of deferred financing costs associated with the New Term Loan (as defined below). The interest rate used for the purposes of these pro forma statements, of 3.5%, was the rate in effect at loan inception.
-	The combined pro forma results were tax effected using the Company's effective tax rate for the respective periods.

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.

After working capital and related adjustments, total consideration transferred 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 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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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
	(in thousands)
Inventory	$	8,653
Other current assets		929
Property, plant and equipment		205
Intangible assets		9,800
Goodwill		4,383
Total assets acquired		23,970

Current liabilities		3,621
Net assets acquired	$	20,349

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.

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.

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:

	December 26, 2021		June 27, 2021
	(in thousands)
Finished goods	$	105,058	$	72,267
Work-in-process		23,160		19,058
Raw materials		62,832		62,538
Total inventory	$	191,050	$	153,863

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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 June 27, 2021	$	150,880	$	-	$	57,270	$	208,150
Acquisition of Vital Choice		-		-		4,383		4,383
Balance at December 26, 2021	$	150,880	$	-	$	61,653	$	212,533

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

				December 26, 2021						June 27, 2021
	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	$	6,411	$	1,009	$	7,420	$	6,359	$	1,061
Customer lists	3	-	10		28,325		15,285		13,040		23,825		13,697		10,128
Other	5	-	14		2,946		2,513		433		2,946		2,483		463
Total intangible assets with determinable lives					38,691		24,209		14,482		34,191		22,539		11,652
Trademarks with indefinite lives					132,696		-		132,696		127,396		-		127,396
Total identifiable intangible assets				$	171,387	$	24,209	$	147,178	$	161,587	$	22,539	$	139,048

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 2022 - $2.3 million, fiscal 2023 - $4.2 million, fiscal 2024 - $4.2 million, fiscal 2025 - $1.7 million, fiscal 2026 - $1.2 million and thereafter - $0.9 million.

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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 $4.6 million as of December 26, 2021 and June 27, 2021.

Equity investments with a readily determinable fair value

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

Note 8 –Debt, Net

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

	December 26, 2021			June 27, 2021
	(in thousands)
Revolver (1)	$	-		$	-
Term Loans (1)		175,000			185,000
Deferred financing costs		(3,156	)		(3,488	)
Total debt		171,844			181,512
Less: current debt		20,000			20,000
Long-term debt	$	151,844		$	161,512

(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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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 (together the "2020 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 “New 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 New Term Loan will mature on May 31, 2024. Proceeds of the borrowing under the New Term Loan may be used for working capital and general corporate purposes of the Company and its subsidiaries, subject to certain restrictions. For each borrowing under the 2020 Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either (1) a base rate plus the applicable margin for the relevant class of borrowing, which margins vary 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. The New 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 amends the 2020 Credit Agreement (together the “2021 Credit Agreement”) to, among other modifications, decrease the interest margins and LIBOR floor applicable to the existing tranche of term A-1 loans.

The 2021 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 December 26, 2021. The 2021 Credit Agreement is secured by substantially all of the assets of the Company.

Future principal payments under the Term Loan and New Term Loan are as follows: $10.0 million – remainder of fiscal 2022, $20.0 million – 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:

	December 26, 2021			June 27, 2021
	(in thousands)
Land	$	30,284		$	30,284
Orchards in production and land improvements		19,266			18,829
Building and building improvements		62,616			62,232
Leasehold improvements		25,564			26,451
Production equipment		105,952			82,526
Furniture and fixtures		8,631			8,860
Computer and telecommunication equipment		56,779			55,841
Software		191,962			177,844
Capital projects in progress - orchards		8,126			18,090
Property, plant and equipment, gross		509,180			480,957
Accumulated depreciation and amortization		(282,520	)		(265,670	)
Property, plant and equipment, net	$	226,660		$	215,287

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Note 10 - Fair Value Measurements

Cash and cash equivalents, trade and other receivables, prepaids, accounts payable and accrued expenses are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. Although no trading market exists, the Company believes that the carrying amount of its debt approximates fair value due to its variable nature. The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment, when an event or circumstances indicate that an other-than-temporary decline in value may have occurred. The Company’s remaining financial assets and liabilities are measured and recorded at fair value (see table below). The Company’s non-financial assets, such as definite lived intangible assets and property, plant and equipment, are recorded at cost and are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. Goodwill and indefinite lived intangibles are tested for impairment annually, or more frequently, if events occur or circumstances change such that it is more likely than not that an impairment may exist, as required under the accounting standards.

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

Level 1	Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2	Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3	Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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

	Carrying Value		Fair Value Measurements Assets (Liabilities)
			Level 1		Level 2		Level 3
	(in thousands)
As of December 26, 2021:
Trading securities held in a “rabbi trust” (1)	$	22,009	$	22,009	$	-	$	-
Total assets (liabilities) at fair value	$	22,009	$	22,009	$	-	$	-

As of June 27, 2021:
Trading securities held in a “rabbi trust” (1)	$	21,651	$	21,651	$	-	$	-
Total assets (liabilities) at fair value	$	21,651	$	21,651	$	-	$	-

(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 from operations for the three and six months ended December 26, 2021 was 24.0% and 20.9%, respectively, compared to 23.2% and 22.7% in the same periods of the prior year. The effective rates for fiscal 2022 and fiscal 2021 differed from the U.S. federal statutory rate of 21% due to state income taxes and nondeductible expenses for executive compensation, which were partially offset by various permanent differences and tax credits, including excess tax benefits from stock-based compensation.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. The Company recently completed its U.S. federal examination for fiscal 2018, however, fiscal years 2019 and 2020 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 2016 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 December 26, 2021, the Company has an unrecognized tax benefit, including accrued interest and penalties, of approximately $1.1 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. Assets and liabilities are reviewed at the consolidated level by management and not accounted for by segment.

	Three Months Ended						Six Months Ended
	December 26, 2021			December 27, 2020			December 26, 2021			December 27, 2020
Net Revenues:	(in thousands)
Segment Net Revenues:
Consumer Floral & Gifts	$	315,083		$	305,357		$	496,312		$	466,903
BloomNet		37,930			34,051			68,764			66,789
Gourmet Foods & Gift Baskets		590,946			538,265			688,428			628,194
Corporate		69			135			114			241
Intercompany eliminations		(984	)		(552	)		(1,201	)		(1,099	)
Total net revenues	$	943,044		$	877,256		$	1,252,417		$	1,161,028

Operating Income:
Segment Contribution Margin:
Consumer Floral & Gifts	$	38,156		$	45,657		$	57,346		$	64,893
BloomNet		11,887			12,141			22,747			22,562
Gourmet Foods & Gift Baskets		110,502			135,621			102,829			133,040
Segment Contribution Margin Subtotal		160,545			193,419			182,922			220,495
Corporate (a)		(32,228	)		(34,757	)		(63,959	)		(66,454	)
Depreciation and amortization		(12,588	)		(11,060	)		(23,558	)		(19,900	)
Operating income	$	115,729		$	147,602		$	95,405		$	134,141

(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									Three Months Ended
	December 26, 2021									December 27, 2020
	Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Consolidated			Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Consolidated
Net revenues	*(in thousands)*
E-commerce	$	312,820	$	-	$	514,702	$	827,522		$	303,275	$	-	$	474,535	$	777,810
Retail		1,385		-		4,591		5,976			1,210		-		4,088		5,298
Wholesale		-		14,584		71,653		86,237					9,150		59,642		68,792
BloomNet services		-		23,346		-		23,346					24,901		-		24,901
Other		878		-		-		878			872		-		-		872
Corporate		-		-		-		69					-		-		135
Eliminations		-		-		-		(984	)				-		-		(552	)
Net revenues	$	315,083	$	37,930	$	590,946	$	943,044		$	305,357	$	34,051	$	538,265	$	877,256

	Six Months Ended									Six Months Ended
	December 26, 2021									December 27, 2020
	Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Consolidated			Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Consolidated
Net revenues	(in thousands)
E-commerce	$	492,106	$	-	$	598,787	$	1,090,893		$	463,067	$	-	$	553,606	$	1,016,673
Retail		2,495		-		6,428		8,923			2,157		-		5,661		7,818
Wholesale		-		24,568		83,213		107,781			-		20,443		68,927		89,370
BloomNet services		-		44,196		-		44,196			-		46,346		-		46,346
Other		1,711		-		-		1,711			1,679		-		-		1,679
Corporate		-		-		-		114			-		-		-		241
Eliminations		-		-		-		(1,201	)		-		-		-		(1,099	)
Net revenues	$	496,312	$	68,764	$	688,428	$	1,252,417		$	466,903	$	66,789	$	628,194	$	1,161,028

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.

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Additional information related to our leases is as follows:

	Three Months Ended			Six Months Ended
	December 26, 2021			December 26, 2021
	(in thousands)
Lease costs:
Operating lease costs	$	5,101		$	9,064
Variable lease costs		5,745			10,875
Short-term lease cost		2,916			4,497
Sublease income		(175	)		(357	)
Total lease costs	$	13,587		$	24,079

	Six Months Ended
	December 26, 2021
	(in thousands)
Cash paid for amounts included in measurement of operating lease liabilities	$	7,309
Right-of-use assets obtained in exchange for new operating lease liabilities	$	55,433

	December 26, 2021
	(in thousands)
Weighted-average remaining lease term - operating leases (in years)		10.0
Weighted-discount rate - operating leases		3.9	%

Maturities of lease liabilities in accordance with ASC 842 as of December 26, 2021 are as follows (in thousands):

Remainder of 2022	$	8,194
2023		18,503
2024		19,865
2025		17,566
2026		16,392
Thereafter		93,083
Total Future Minimum Lease Payments		173,603
Less Imputed Remaining Interest		32,639
Total	$	140,964

Note 14 – Commitments and Contingencies

Litigation

Bed Bath & Beyond:

On April 1, 2020, the Seller commenced an action against the Company in the Court of Chancery for the State of Delaware, which is captioned Bed Bath & Beyond Inc. v. 1-800-Flowers.com, et ano., C.A. (the “Complaint”), alleging a breach of the Equity Purchase Agreement (the “Purchase Agreement”), dated February 14, 2020, between Seller, PersonalizationMall, the Company and the Purchaser, pursuant to which the Seller agreed to sell to Purchaser, and the Purchaser agreed to purchase from Seller, all of the issued and outstanding membership interests of PersonalizationMall. The action was initiated after the Company requested a reasonable delay in the closing under the Purchase Agreement due to the unprecedented circumstances created by COVID-19. The Complaint requested an order of specific performance to consummate the transaction under the Purchase Agreement plus attorney’s fees and costs in connection with the action. The Company filed its answer to the Complaint on April 17, 2020 and an order governing expedited proceedings was approved on April 9, 2020 that set a trial date for late September 2020. On July 21, 2020, the Company and Seller entered into a settlement agreement, pursuant to which the Company agreed to move forward with its purchase of PersonalizationMall for $245.0 million, subject to certain working capital and other adjustments. The transaction closed on August 3, 2020. In connection with the settlement agreement, the parties executed a Stipulation and Proposed Order of Dismissal, resulting in the voluntary dismissal with prejudice of the litigation relating to the transaction.

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.

Note 15. Accrued Expenses

Accrued expenses consisted of the following:

	December 26, 2021		June 27, 2021
	(in thousands)
Payroll and employee benefits	$	30,231	$	56,134
Deferred revenue		57,435		33,388
Accrued marketing expenses		26,684		16,591
Accrued florist payout		21,844		17,926
Accrued purchases		51,163		17,259
Accrued taxes		28,780		3,511
Other		63,208		33,703
Accrued Expenses	$	279,345	$	178,512

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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 June 27, 2021. 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 June 27, 2021 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 customers express, connect and celebrate. The Company’s business platform features our 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; and DesignPac Gifts, LLC, a manufacturer of gift baskets and towers.

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 June 27, 2021.

Acquisition of PersonalizationMall

On August 3, 2020, the Company completed its acquisition of PersonalizationMall.com LLC ("PersonalizationMall"), a leading ecommerce provider of personalized products. The extensive offerings of PersonalizationMall include a wide variety of personalization processes such as sublimation, embroidery, digital printing, engraving and sandblasting, while providing an industry-leading customer experience based on a fully integrated business platform that includes a highly automated personalization process and rapid order fulfillment.

The Company used a combination of cash on its balance sheet and its existing credit facility to fund the $245.0 million purchase (subject to certain working capital and other adjustments), which included its newly renovated, leased 360,000 square foot state-of-the-art production and distribution facility, as well as customer database, tradenames and website. PersonalizationMall’s revenues were approximately $171.2 million during its fiscal year ended February 29, 2020 - see Note 4 – Acquisitions in Item 1.

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.

Amended Credit Agreement

Subsequent to, but in contemplation of the acquisition, on August 20, 2020, the Company entered into a First Amendment to its 2019 Credit Agreement to: (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 “New 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 $100.0 million proceeds of the New Term Loan were used to repay the $95.0 million borrowing that had been drawn on its existing Revolver to finance the acquisition, as well as financing fees of approximately $2.0 million

On November 8, 2021, the Company, entered into a Second Amendment to the Company’s existing credit agreement, to, among other modifications, decrease the interest margins and LIBOR floor applicable to the existing tranche of term A-1 loans (See Note 8 - Debt, in Item 1. for details).

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COVID-19 Impact

In response to the global pandemic, the Company has taken actions to promote employee safety and business continuity, informed by the guidelines set forth by local, state and federal government and health officials. These initiatives are governed by our “Pandemic Preparedness and Response Plan,” which established an internal “nerve center” to assist efforts surrounding: communication and coordination throughout the business, workforce protection and supply chain management, and support for the Company’s customers, vendors, franchisees, and our BloomNet member florists.

The COVID-19 pandemic, and its related impacts, has affected, and will continue to affect, our operations and financial results for the foreseeable future. While there is significant uncertainty in the overall consumer environment due to the COVID-19 crisis, we continue to see strong e-commerce demand for gourmet foods and gift baskets and our floral and personalized products. With that said, we have experienced significant headwinds that have, and will continue to impact our operations during the foreseeable future, including:

	●	Increased labor costs – in addition to the significant increases in wage rates required to attract workers in a highly competitive environment, which has been exacerbated by reductions in the available labor pool, we are seeing increased costs associated with the changes we have made, and continue to make, to our manufacturing, warehouse and distribution facilities to provide for the safety and wellbeing of our associates, including: required social distancing, free COVID-19 testing, enhanced facility cleaning and sanitizing schedules, staggered production shifts, and enhanced sick-time benefits.

	●	Supply chain constraints – the nationwide increase in e-commerce volume has resulted in third-party carrier capacity constraints, and higher delivery costs, while ocean transport capacity shortages have resulted in significant cost increases, on both direct ocean container charges, as well as port storage and related charges and inbound trucking fees.

The scale and overall economic impact of the COVID-19 crisis continues to evolve and it is difficult to assess its effects both on customer behavior and input costs. While both consumer confidence and spending are expected to continue to face headwinds from inflation and potential winter surges of the pandemic, demand has remained relatively strong. Our 7.5% and 7.9% revenue growth for the three and six months ended December 26, 2021, was on top of the 44.8% and 46.4% growth that we achieved in the same periods of the prior year when ecommerce demand spiked during the early stages of the pandemic. From a cost perspective, anticipated headwinds from widely reported ocean container pricing, storage and demurrage fees, as well as inbound and outbound transportation charges, combined with labor shortages and rate increases, significantly exceeded expectations during the quarter. Additionally, marketing rates escalated beyond the more normalized rates we saw in the year ago holiday quarter. These inflationary headwinds ultimately offset both contributions from our revenue growth, and initiatives to offset these headwinds, which included strategic pricing increases, pre-building of inventory, and deploying warehouse and distribution facility automation, negatively impacting our gross margins and bottom-line results.

Company Guidance

The Company is updating its guidance for the fiscal 2022 year, reflecting reported results for the first half of the year, as well as its outlook for the remainder of the year. The updated guidance includes:

●

Total revenue growth of 7.0 percent-to-9.0 percent, compared with the prior year;

●

Adjusted EBITDA in a range of $140.0 million-to-$150.0 million;

●

EPS in a range of $0.90 -to- $1.00 per diluted share, and;

●

The Company anticipates that Free Cash Flow for the year will be down significantly compared with the prior year based on its updated guidance and its plans to use its strong balance sheet to continue to invest in inventory to support its growth plans and address the headwinds it sees in the macro economy.

The Company’s guidance for the year is based on several factors, including:

●

the continuing headwinds associated with the ongoing pandemic, increased costs for labor, inbound and outbound shipping, and marketing, as well as consumer concerns regarding rising price inflation somewhat offset by;

●

the Company’s ability to continue to attract new customers and add new members to its Celebrations Passport® loyalty program, which is helping drive increased frequency, retention, and cross-category/cross-brand purchases.

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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. These non-GAAP financial measures are referred to as “adjusted" or “on a comparable basis” below.

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 the 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.

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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.

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.

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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
	December 26, 2021			Transaction Costs		As Adjusted (non-GAAP) December 26, 2021			December 27, 2020			PersonalizationMall Litigation & Transaction Costs		Harry & David Store Closure Costs			As Adjusted (non-GAAP) December 27, 2020			% Change
Net revenues:
Consumer Floral & Gifts	$	315,083		$	-	$	315,083		$	305,357		$	-	$	-		$	305,357			3.2	%
BloomNet		37,930					37,930			34,051								34,051			11.4	%
Gourmet Foods & Gift Baskets		590,946					590,946			538,265								538,265			9.8	%
Corporate		69					69			135								135			-48.9	%
Intercompany eliminations		(984	)				(984	)		(552	)							(552	)		-78.3	%
Total net revenues	$	943,044		$	-	$	943,044		$	877,256		$	-	$	-		$	877,256			7.5	%

Gross profit:
Consumer Floral & Gifts	$	130,025				$	130,025		$	134,474							$	134,474			-3.3	%
		41.3	%				41.3	%		44.0	%							44.0	%

BloomNet		16,021					16,021			16,820								16,820			-4.8	%
		42.2	%				42.2	%		49.4	%							49.4	%

Gourmet Foods & Gift Baskets		232,239					232,239			246,890								246,890			-5.9	%
		39.3	%				39.3	%		45.9	%							45.9	%

Corporate		165					165			62								62			166.1	%
		239.1	%				239.1	%		45.9	%							45.9	%

Total gross profit	$	378,450		$	-	$	378,450		$	398,246		$	-	$	-		$	398,246			-5.0	%
		40.1	%		-		40.1	%		45.4	%		-		-			45.4	%

EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts	$	38,156		$	-	$	38,156		$	45,657		$	-	$	-		$	45,657			-16.4	%
BloomNet		11,887					11,887			12,141								12,141			-2.1	%
Gourmet Foods & Gift Baskets		110,502					110,502			135,621					(78	)		135,543			-18.5	%
Segment Contribution Margin Subtotal		160,545			-		160,545			193,419			-		(78	)		193,341			-17.0	%
Corporate (b)		(32,228	)		59		(32,169	)		(34,757	)		513					(34,244	)		6.1	%
EBITDA (non-GAAP)		128,317			59		128,376			158,662			513		(78	)		159,097			-19.3	%
Add: Stock-based compensation		2,291					2,291			2,965								2,965			-22.7	%
Add: Compensation charge related to NQDC Plan Investment Appreciation		2,425					2,425			2,227								2,227			8.9	%
Adjusted EBITDA (non-GAAP)	$	133,033		$	59	$	133,092		$	163,854		$	513	$	(78	)	$	164,289			-19.0	%

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	Six Months Ended
	December 26, 2021			Transaction Costs		As Adjusted (non-GAAP) December 26, 2021			December 27, 2020			PersonalizationMall Litigation & Transaction Costs		Harry & David Store Closure Costs			As Adjusted (non-GAAP) December 27, 2020			% Change
Net revenues:
Consumer Floral & Gifts	$	496,312		$	-	$	496,312		$	466,903		$	-	$	-		$	466,903			6.3	%
BloomNet		68,764					68,764			66,789								66,789			3.0	%
Gourmet Foods & Gift Baskets		688,428					688,428			628,194								628,194			9.6	%
Corporate		114					114			241								241			-52.7	%
Intercompany eliminations		(1,201	)				(1,201	)		(1,099	)							(1,099	)		-9.3	%
Total net revenues	$	1,252,417		$	-	$	1,252,417		$	1,161,028		$	-	$	-		$	1,161,028			7.9	%

Gross profit:
Consumer Floral & Gifts	$	206,028				$	206,028		$	200,060		$	-	$	-		$	200,060			3.0	%
		41.5	%				41.5	%		42.8	%							42.8	%

BloomNet		31,430					31,430			31,658			-		-			31,658			-0.7	%
		45.7	%				45.7	%		47.4	%							47.4	%

Gourmet Foods & Gift Baskets		266,402					266,402			281,897			-		-			281,897			-5.5	%
		38.7	%				38.7	%		44.9	%							44.9	%

Corporate		104					104			111			-		-			111			-6.3	%
		91.2	%				91.2	%		46.1	%							46.1	%

Total gross profit	$	503,964		$	-	$	503,964		$	513,726		$	-	$	-		$	513,726			-1.9	%
		40.2	%		-		40.2	%		44.2	%		-		-			44.2	%

EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts	$	57,346		$	-	$	57,346		$	64,893		$	-	$	-		$	64,893			-11.6	%
BloomNet		22,747					22,747			22,562			-		-			22,562			0.8	%
Gourmet Foods & Gift Baskets		102,829					102,829			133,040			-		(483	)		132,557			-22.4	%
Segment Contribution Margin Subtotal		182,922			-		182,922			220,495			-		(483	)		220,012			-16.9	%
Corporate (b)		(63,959	)		515		(63,444	)		(66,454	)		5,403		-			(61,051	)		-3.9	%
EBITDA (non-GAAP)		118,963			515		119,478			154,041		$	5,403	$	(483	)	$	158,961			-24.8	%
Add: Stock-based compensation		5,296					5,296			5,358								5,358			-1.2	%
Add: Compensation charge related to NQDC Plan Investment Appreciation		2,992					2,992			3,207			-		-			3,207			-6.7	%
Adjusted EBITDA (non-GAAP)	$	127,251		$	515	$	127,766		$	162,606		$	5,403	$	(483	)	$	167,526			-23.7	%

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Reconciliation of net income to adjusted net income (non-GAAP):	Three Months Ended					Six Months Ended
	December 26, 2021		December 27, 2020			December 26, 2021			December 27, 2020

Net income	$	88,468	$	113,677		$	75,269		$	103,915
Adjustments to reconcile net income to adjusted net income (non-GAAP)
Add: Transaction costs		59		513			515			5,403
Deduct: Harry & David store closure cost adjustment		-		(78	)		-			(483	)
Deduct: Income tax effect on adjustments		65		125			(108	)		(1,117	)
Adjusted net income (non-GAAP)	$	88,592	$	114,237		$	75,676		$	107,718

Basic and diluted net income per common share
Basic	$	1.36	$	1.76		$	1.16		$	1.61
Diluted	$	1.34	$	1.71		$	1.14		$	1.56


Basic and diluted adjusted net income per common share (non-GAAP)
Basic	$	1.36	$	1.76		$	1.16		$	1.67
Diluted	$	1.34	$	1.72		$	1.15		$	1.62

Weighted average shares used in the calculation of net income and adjusted net income per common share
Basic		65,261		64,728			65,161			64,524
Diluted		65,969		66,543			65,954			66,593

Reconciliation of net income to adjusted EBITDA (non-GAAP):	Three Months Ended						Six Months Ended
	December 26, 2021			December 27, 2020			December 26, 2021		December 27, 2020

Net income	$	88,468		$	113,677		$	75,269	$	103,915
Add: Interest expense, net		(734	)		(330	)		198		(289	)
Add: Depreciation and amortization		12,588			11,060			23,558		19,900
Add: Income tax expense		27,995			34,255			19,938		30,515
EBITDA		128,317			158,662			118,963		154,041
Add: Stock-based compensation		2,291			2,965			5,296		5,358
Add: Compensation charge related to NQDC plan investment appreciation		2,425			2,227			2,992		3,207
Add: Transaction costs		59			513			515		5,403
Deduct: Harry & David store closure cost adjustment		-			(78	)		-		(483	)
Adjusted EBITDA	$	133,092		$	164,289		$	127,766	$	167,526

(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.

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Results of Operations

Net revenues

	Three Months Ended							Six Months Ended
	December 26, 2021		December 27, 2020		% Change			December 26, 2021		December 27, 2020		% Change
	(dollars in thousands)
Net revenues:
E-Commerce	$	827,522	$	777,810		6.4	%	$	1,090,893	$	1,016,673		7.3	%
Other		115,522		99,446		16.2	%		161,524		144,355		11.9	%
Total net revenues	$	943,044	$	877,256		7.5	%	$	1,252,417	$	1,161,028		7.9	%

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

Net revenues increased 7.5% and 7.9% during the three months and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, due to higher revenues across our three segments. Adjusted for the non-comparative impact of PersonalizationMall and Vital Choice, which were acquired on August 3, 2020, and October 27, 2021, respectively, consolidated revenues grew 6.9% and 6.3%, in comparison to the prior year periods. This revenue growth was during one of our most challenging year-over-year comparisons, as it followed the 44.8% and 46.4% revenue growth we reported for the three and six months ended December 27, 2020, respectively, which was accelerated by the growth of e-commerce shopping during the pandemic, and as we faced significant headwinds affecting revenue growth, including limited availability of production and distribution labor, escalating supply-chain disruptions that caused shortages of key components for some holiday products, increased digital marketing costs and the resurgence of COVID-19 pandemic cases across the country. This illustrates the strong growth momentum that we have been building over the past several years, as a result of increased recognition and relevance for our family of brands for everyday gifting and connective occasions, which was complemented by an expanded product assortment, including PersonalizationMall and Vital Choice products. We also continued to see growth in our customer file and Celebrations Passport loyalty program, which helps drive increased cross-brand purchasing, purchase frequency, retention, and customer life-time value.

Disaggregated revenue by channel follows:

	Three Months Ended									Three Months Ended
	December 26, 2021									December 27, 2020
	Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Consolidated			Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Consolidated
Net revenues	*(in thousands)*
E-commerce	$	312,820	$	-	$	514,702	$	827,522		$	303,275	$	-	$	474,535	$	777,810
Retail		1,385		-		4,591		5,976			1,210		-		4,088		5,298
Wholesale		-		14,584		71,653		86,237			-		9,150		59,642		68,792
BloomNet services		-		23,346		-		23,346			-		24,901		-		24,901
Other		878		-		-		878			872		-		-		872
Corporate		-		-		-		69			-		-		-		135
Eliminations		-		-		-		(984	)		-		-		-		(552	)
Net revenues	$	315,083	$	37,930	$	590,946	$	943,044		$	305,357	$	34,051	$	538,265	$	877,256

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	Six Months Ended									Six Months Ended
	December 26, 2021									December 27, 2020
	Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Consolidated			Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Consolidated
Net revenues	(in thousands)
E-commerce	$	492,106	$	-	$	598,787	$	1,090,893		$	463,067	$	-	$	553,606	$	1,016,673
Retail		2,495		-		6,428		8,923			2,157		-		5,661		7,818
Wholesale		-		24,568		83,213		107,781			-		20,443		68,927		89,370
BloomNet services		-		44,196		-		44,196			-		46,346		-		46,346
Other		1,711		-		-		1,711			1,679		-		-		1,679
Corporate		-		-		-		114			-		-		-		241
Eliminations		-		-		-		(1,201	)		-		-		-		(1,099	)
Net revenues	$	496,312	$	68,764	$	688,428	$	1,252,417		$	466,903	$	66,789	$	628,194	$	1,161,028

Revenue by sales channel:

●

E-commerce revenues (combined online and telephonic) increased by 6.4% and 7.3% during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year as a result of growth within: (i) the Gourmet Foods & Gift Baskets segment of 8.5% and 8.2%, and (ii) the Consumer Floral and Gifts segment of 3.1% and 6.3%, respectively, which includes the revenues of PersonalizationMall, since its date of acquisition on August 3, 2020.

During the three and six months ended December 27, 2021, respectively, the Company fulfilled approximately 9.7 and 13.5 million orders through its e-commerce sales channels (online and telephonic sales), a decrease of 3.9% and 0.5%, respectively, compared to the same periods of the prior year, while average order value increased 10.7% and 8.8%, to $85.22 and $87.45, respectively.

●

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 16.2% and 11.9% during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, due to increased BloomNet wholesale product volume, as well as Gourmet Foods & Gift Baskets wholesale volume increases, as COVID-19 restrictions eased on brick and mortar retail customers.

Revenue by segment:

Consumer Floral & Gifts – this segment, which historically has consisted primarily of the operations of the 1-800-Flowers.com brand, but now includes revenues attributable to PersonalizationMall subsequent to its August 3, 2020 acquisition date, 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 increased 3.2% and 6.3% during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, reflecting the contributions of PersonalizationMall and the marketing and merchandising investments made in our flagship brand, which are continuing to drive growth and market share gains. Pro-forma segment revenue growth was 3.4% during the six months ended December 26, 2021, adjusting for the August 3, 2020 acquisition of PersonalizationMall.

BloomNet - revenues in this segment are derived from membership fees, as well as other product and service offerings to florists. Net revenues increased 11.4% and 3.0% during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, primarily due to favorable wholesale product demand, partially offset by lower membership/transaction fee revenues due to reduced florist-to-florist order volume.

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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.

Net revenues within this segment increased 9.8% and 9.6% during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, due to: (i) favorable e-commerce revenues of 8.5% and 8.2%, respectively, resulting from increased penetration of both “everyday” and holiday specific volume driven by Harry & David, Cheryl’s Cookies, and Shari’s Berries initiatives, as well as (ii) wholesale and retail revenue growth of 19.6% and 20.2%, respectively, due to improving demand as COVID-19 restrictions were lifted and foot-traffic in customer locations continued to return to more normalized levels. Pro-forma segment revenue growth was 8.9% and 8.8% during the three and six months ended December 26, 2021, respectively, adjusting for the October 27, 2021 acquisition of Vital Choice.

Gross profit

	Three Months Ended									Six Months Ended
	December 26, 2021			December 27, 2020			% Change			December 26, 2021			December 27, 2020			% Change
	(dollars in thousands)

Gross profit	$	378,450		$	398,246			-5.0	%	$	503,964		$	513,726			-1.9	%
Gross profit %		40.1	%		45.4	%					40.2	%		44.2	%

Gross profit consists of net revenues less cost of revenues, which is comprised primarily of florist fulfillment costs (fees paid directly to florists), the cost of floral and non-floral merchandise sold from inventory or through third parties, and associated costs, including inbound and outbound shipping charges. Additionally, cost of revenues 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 sent through the Company’s BloomNet network.

Gross profit decreased 5.0% and 1.9% during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, as a result of a lower gross margin percentage, partially offset by the increase in revenues noted above. Gross profit percentage decreased 530 and 400 basis points, during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, primarily due to lower margins across all three segments. On a pro-forma basis, adjusting for the impact of PersonalizationMall and Vital Choice, gross margin percentage was 40.2% and 40.1% during the three and six months ended December 26, 2021.

The lower margins reflect macro-economic headwinds including limited availability and increased costs for labor, as well as widespread delays and rising costs of inbound and outbound transportation. The Company has, and will continue to implement strategic initiatives designed to mitigate the impact of these issues, including pricing initiatives across our product assortment, as well as pre-building inventory to offset supply chain delays, and deploying automation to increase throughput and address labor shortages. Gross profit by segment follows:

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Consumer Floral & Gifts segment - Gross profit decreased by 3.3% during the three months ended December 26, 2021, due to a reduction in gross margin percentage, partially offset by the increase in revenue noted above, but increased by 3.0% during the six months ended December 26, 2021, compared to the same period of the prior year, as a result of the revenue increase noted above, partially offset by lower gross margin percentage. Gross margin percentage was negatively impacted for both the three and six- month current periods reflecting significantly increased costs for inbound and outbound shipping and labor, and higher raw material component input costs, partially offset by pricing initiatives, reflected in the higher average order value, and the impact of the acquisition of PersonalizationMall, which carries higher margins. On a pro-forma basis, adjusting for the impact of PersonalizationMall, gross margin percentage was 41.3% and 41.2% during the three and six months ended December 26, 2021.

BloomNet segment - Gross profit decreased by 4.8% and 0.7% during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, due to a decrease in gross margin percentage of 720 basis points to 42.2%, and 170 basis points, to 45.7% during the respective three and six months ended December 26, 2021, partially offset by the increase in revenue noted above. The decrease in gross margin percentage was due to revenue mix resulting from growth in lower margin wholesale revenues, combined with increased costs for inbound shipping, and higher raw material component input costs, partially offset by lower florist-to-florist volumes, which are monetized at lower margins.

Gourmet Foods & Gift Baskets segment - Gross profit decreased by 5.9% and 5.5% during the three and six months ended December 26, 2021, compared to the same periods of the prior year, due to the decrease in gross margin percentage of 660 basis points, to 39.3%, and 620 basis points, to 38.7% during the respective three and six months ended December 26, 2021, partially offset by higher revenues. The decline in gross margin percentage reflects increased inbound and outbound shipping rates, as well as limited availability and higher costs for labor. On a pro-forma basis, adjusting for the impact of Vital Choice, gross margin percentage was 39.4% and 38.8% during the three and six months ended December 26, 2021.

Marketing and sales expense

	Three Months Ended									Six Months Ended
	December 26, 2021			December 27, 2020			% Change			December 26, 2021			December 27, 2020			% Change
	(dollars in thousands)

Marketing and sales	$	207,771		$	194,696			6.7	%	$	302,150		$	274,981			9.9	%
Percentage of net revenues		22.0	%		22.2	%					24.1	%		23.7	%

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

Marketing and sales expense increased 6.7% and 9.9% during the three and six months ended December 26, 2021, respectively, compared to the same period of the prior year, due to: (i) the variable components of revenue growth, (ii) the impact of the acquisition of Vital Choice, and for the six-month period, the annualization of the impact of the acquisition of PersonalizationMall, which carries both higher product gross margins, as well as higher advertising ratios, and (iii) increased digital marketing rates, partially offset by lower performance related bonuses.

During the three and six months ended December 26, 2021, the Company added approximately 1.9 and 2.7 million new e-commerce customers, a decrease of 14.6% and 11.6% compared to the same periods of the prior year, while purchase activity from existing customers increased 3.3% and 6.0%.

Technology and development expense

	Three Months Ended									Six Months Ended
	December 26, 2021			December 27, 2020			% Change			December 26, 2021			December 27, 2020			% Change
	(dollars in thousands)

Technology and development	$	13,490		$	14,053			-4.0	%	$	26,913		$	25,656			4.9	%
Percentage of net revenues		1.4	%		1.6	%					2.1	%		2.2	%

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 decreased by 4.0% during the three month period ended December 26, 2021 compared to the same period of the prior year, primarily due to lower labor costs resulting from reductions in performance related bonuses and non-recurring costs related to PersonalizationMall in the prior period, partially offset by higher computer expenses due to various platform improvements and enhancements. Technology and development expense increased by 4.9% during the six month period ended December 26, 2021 compared to the same period of the prior year, due to increased labor and consulting costs, and increased maintenance costs incurred to support the Company's technology platform, partially offset by reductions in performance related bonuses.

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General and administrative expense

	Three Months Ended									Six Months Ended
	December 26, 2021			December 27, 2020			% Change			December 26, 2021			December 27, 2020			% Change
	(dollars in thousands)

General and administrative	$	28,872		$	30,835			-6.4	%	$	55,938		$	59,048			-5.3	%
Percentage of net revenues		3.1	%		3.5	%					4.5	%		5.1	%

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 6.4% and 5.3% during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, due to lower transaction and litigation costs, and lower labor costs resulting from lower performance bonuses, partially offset by higher health insurance and facility costs.

Depreciation and amortization expense

	Three Months Ended									Six Months Ended
	December 26, 2021			December 27, 2020			% Change			December 26, 2021			December 27, 2020			% Change
	(dollars in thousands)

Depreciation and amortization	$	12,588		$	11,060			13.8	%	$	23,558		$	19,900			18.4	%
Percentage of net revenues		1.3	%		1.3	%					1.9	%		1.7	%

Depreciation and amortization expense increased 13.8% and 18.4% during the three and six months ended December 26, 2021, respectively, compared to the same periods of the prior year, due to distribution facility automation projects and IT related ecommerce/platform enhancements, while depreciation and amortization expense for the six months ended December 26, 2021 was also impacted by the incremental depreciation and customer list amortization associated with PersonalizationMall.

Interest (income) expense, net

	Three Months Ended							Six Months Ended
	December 26, 2021		December 27, 2020		% Change			December 26, 2021		December 27, 2020		% Change
	(dollars in thousands)

Interest expense, net	$	1,723	$	1,927		-10.6	%	$	3,251	$	2,967		9.6	%

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 decreased 10.6% during the three months ended December 26, 2021, compared to the same period of the prior year, due to lower interest rates attributable to the Second Amendment to the Company’s credit facility. Interest expense, net increased 9.6% during the six months ended December 26, 2021 due to the incremental interest expense associated with the debt that was used to partially finance the acquisition of PersonalizationMall, partially offset by lower interest rates attributable to the Second Amendment to the Company’s credit facility.

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Other income, net

	Three Months Ended									Six Months Ended
	December 26, 2021			December 27, 2020			% Change			December 26, 2021			December 27, 2020			% Change
	(dollars in thousands)

Other income, net	$	(2,457	)	$	(2,257	)		8.9	%	$	(3,053	)	$	(3,256	)		-6.2	%

Other income, net for the three and six months ended December 26, 2021, consists primarily of investment gains on the Company’s NQDC Plan assets.

Income Taxes

The Company recorded income tax expense of $28.0 million and $19.9 million, during the three and six months ended December 26, 2021, respectively, and $34.3 million and $30.5 million during the three and six months ended December 27, 2020, respectively. The Company’s effective tax rate for the three and six months ended December 26, 2021 was 24.0% and 20.9%, respectively, compared to 23.2% and 22.7% in the same periods of the prior year. The effective rates for fiscal 2022 and fiscal 2021 differed from the U.S. federal statutory rate of 21% due to state income taxes and nondeductible expenses for executive compensation, which were partially offset by various permanent differences and tax credits, including excess tax benefits from stock-based compensation.

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 2021 Credit Agreement (see Note 8 - Debt in Item 1 for details). At December 26, 2021, the Company had working capital of $151.9 million, including cash and cash equivalents of $271.1 million, compared to working capital of $134.1 million, including cash and cash equivalents of $173.6 million, at June 27, 2021.

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, generates over 40% of the Company’s annual revenues. With the onset of the pandemic of the novel strain of coronavirus (“COVID-19”), our customers have increasingly turned to our brands and our expanded product offerings to help them connect and express themselves, and our “everyday” gifting product line has seen increased volume. While the continuing impacts of COVID-19 are difficult to predict, the Company expects that its fiscal second quarter will continue to be its largest in terms of revenues, and the Company will likely generate all of its earnings within this quarter, although the aforementioned increase in the Company’s “everyday” business has, and is expected to continue to lessen the seasonality of our business.

The Company utilized cash on hand to fund its operations through the first quarter of fiscal 2022. In the beginning of the second quarter, the Company borrowed under its Revolver to fund short-term working capital needs, and the acquisition of Vital Choice, with borrowings peaking at $125.0 million in November 2021. Cash generated from operations during the Christmas holiday shopping season enabled the Company to repay the borrowings under the Revolver in December 2021. Based on current projected cash flows, the Company believes that available cash balances are expected to be sufficient to provide for the Company’s operating needs through the remainder of Fiscal 2022, when the Company expects to borrow against its Revolver to fund pre-holiday manufacturing and inventory purchases. The Company had no outstanding amount under its Revolver as of December 26, 2021.

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.

To date, we have not identified any material liquidity deficiencies as a result of the COVID-19 pandemic. Based on the information currently available to us, we do not expect the impact of COVID-19 to have a negative impact on our liquidity. We will continue to monitor and assess the impact COVID-19 may have on our business and financial results. See Part II. Item 1A. “Risk Factors” and Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information.

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Cash Flows

Net cash provided by operating activities of $185.8 million, for the six months ended December 26, 2021, was primarily attributable to the Company’s net income during the period, adjusted by non-cash charges for depreciation and amortization and stock-based compensation, combined with seasonal changes in working capital, including holiday related increases in accounts payable and accrued expenses, inventory and trade receivables. The Company intends to continue to carry higher than historical inventory balances to mitigate the expectation of continued supply chain constraints.

Net cash used in investing activities of $53.4 million, for the six months ended December 26, 2021, was primarily attributable to the acquisition of Vital Choice for $20.8 million, and capital expenditures of $32.6 million related to the Company's technology initiatives, as well as manufacturing, production and warehousing equipment.

Net cash used in financing activities of $35.0 million, for the six months ended December 26, 2021, related to net repayment of debt of $10.0 million and the acquisition of $25.5 million of treasury stock.

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Stock Repurchase Program

See Item 2 in Part II below for details.

Contractual Obligations

At December 26, 2021, the Company’s contractual obligations consist of:

●	Long-term debt obligations - payments due under the Company's 2021 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 2022		Fiscal 2023		Fiscal 2024		Fiscal 2025		Fiscal 2026		Thereafter		Total
Purchase commitments	$	118,142	$	10,428	$	5,967	$	3,750	$	2,000	$	2,000	$	142,287

Critical Accounting Policies and Estimates

As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2021, 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 June 27, 2021.

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.

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:

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●	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 effectively integrate and grow acquired companies;
	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 levels of discretionary customer purchases of the Company’s products; and
●	the impact of COVID-19 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 June 27, 2021, 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 additional risk factors in Part II, Item 1A in this Form 10-Q.

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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 2021 Credit Agreement 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 and $0.5 million during the three and six months ended December 26, 2021, respectively.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of December 26, 2021. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 26, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the Company’s evaluation required by Rules 13a-15(d) or 15d-15(d) of the Securities Exchange Act of 1934 during the quarter ended December 26, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. To the extent our normal procedures and controls related to our financial close or other reporting processes were adversely impacted by the COVID-19 outbreak, we took appropriate actions and safeguards to reasonably ensure the fair presentation of the financial statements in accordance with GAAP.

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PART II. – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation

Bed Bath & Beyond:

On April 1, 2020, the Seller commenced an action against the Company in the Court of Chancery for the State of Delaware, which is captioned Bed Bath & Beyond Inc. v. 1-800-Flowers.com, et ano., C.A. (the “Complaint”), alleging a breach of the Equity Purchase Agreement (the “Purchase Agreement”), dated February 14, 2020, between Seller, PersonalizationMall, the Company and the Purchaser, pursuant to which the Seller agreed to sell to Purchaser, and the Purchaser agreed to purchase from Seller, all of the issued and outstanding membership interests of PersonalizationMall. The action was initiated after the Company requested a reasonable delay in the closing under the Purchase Agreement due to the unprecedented circumstances created by COVID-19. The Complaint requested an order of specific performance to consummate the transaction under the Purchase Agreement plus attorney’s fees and costs in connection with the action. The Company filed its answer to the Complaint on April 17, 2020 and an order governing expedited proceedings was approved on April 9, 2020 that set a trial date for late September 2020. On July 21, 2020, the Company and Seller entered into a settlement agreement, pursuant to which the Company agreed to move forward with its purchase of PersonalizationMall for $245.0 million, subject to certain working capital and other adjustments. The transaction closed on August 3, 2020. In connection with the settlement agreement, the parties executed a Stipulation and Proposed Order of Dismissal, resulting in the voluntary dismissal with prejudice of the litigation relating to the transaction.

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 June 27, 2021.

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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. As of December 26, 2021, $6.9 million remained authorized under the plan.

The following table sets forth, for the months indicated, the Company’s purchase of common stock during the first six months of fiscal 2022, which includes the period June 28, 2021 through December 26, 2021:

Period	Total Number of Shares Purchased		Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
	(in thousands, except average price paid per share)

06/28/21 - 07/25/21		34,835	$	30.03		34,835	$	31,409
07/26/21 - 08/22/21		99,602	$	31.07		99,602	$	28,312
08/23/21 - 09/26/21		153,589	$	32.01		153,589	$	23,393
09/27/21 - 10/24/21		100,000	$	30.60		100,000	$	20,330
10/25/21 - 11/21/21		284,281	$	34.11		284,281	$	10,633
11/22/21 - 12/26/21		155,000	$	23.83		155,000	$	6,935
Total		827,307	$	30.83		827,307

(1)

Average price per share excludes commissions and other transaction fees.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

10.1		Second Amendment, dated as of November 8, 2021, 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 (Current Report on Form 8-K filed on November 8, 2021, Exhibit 10.1).
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.

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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: February 4, 2022	/s/ Christopher G. McCann Christopher G. McCann Chief Executive Officer, Director and President (Principal Executive Officer)

Date: February 4, 2022	/s/ William E. Shea William E. Shea Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)